fcb-20220728
0001709442FALSE00017094422022-01-282022-01-28

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 28, 2022

FIRSTSUN CAPITAL BANCORP
(Exact name of registrant as specified in its charter)

Delaware333-25817681-4552413
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification Number)
1400 16th Street, Suite 250
Denver, Colorado 80202
(Address of principal executive offices and zip code)

(303) 831-6704
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: none
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

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.



Item 2.02 Results of Operations and Financial Condition.

On July 28, 2022, FirstSun Capital Bancorp issued an earnings press release announcing financial results for the second quarter ended June 30, 2022. The earnings press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are being filed herewith:
Exhibit No.Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).



SIGNATURE

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



FIRSTSUN CAPITAL BANCORP
Date: July 28, 2022
By:
/s/ Robert A. Cafera, Jr.
Name:
Robert A. Cafera, Jr.
Title:
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)




FIRSTSUN CAPITAL BANCORP REPORTS SECOND QUARTER 2022 RESULTS

Second Quarter 2022 Highlights:
Completed previously announced merger with Pioneer Bancshares, Inc. (“Pioneer”), acquiring loans of $0.8 billion, total assets of $1.5 billion, and total deposits of $1.2 billion net of purchase accounting adjustments
Net income of $0.4 million, $0.02 per diluted share (excluding merger costs, $17.2 million, $0.68 per diluted share, see the “Non-GAAP Financial Measures and Reconciliations” below)
Return on average assets of 0.02% (excluding merger costs, 0.96%, see the “Non-GAAP Financial Measures and Reconciliations” below)
Return on average equity of 0.22% (excluding merger costs, 8.88%, see the “Non-GAAP Financial Measures and Reconciliations” below)
Organic loan growth, which excludes acquired Pioneer loans, 24.2% annualized
27.6% fee revenue to total revenue mix
Increase in net interest margin of 48 basis points to 3.56%

Denver, Colorado – July 28, 2022 – FirstSun Capital Bancorp (“FirstSun”) reported net income of $0.4 million for the second quarter of 2022, compared to net income of $7.7 million in the prior quarter and $11.3 million in the second quarter of 2021. Earnings per diluted share was $0.02 for the second quarter of 2022, compared to $0.41 in the prior quarter and $0.60 in the second quarter of 2021. Earnings for the second quarter of 2022 were impacted by the completion of our previously announced merger with Pioneer and the $16.8 million in merger costs, net of tax or $0.66 per diluted share.

Neal Arnold, FirstSun’s President and Chief Executive Officer, commented, “We are pleased with our continued progress this quarter, including organic loan growth and our growth in core returns, which excludes merger related expenses. The macro rate environment continues to impact our overall mortgage banking trends; however, we believe the strength of our diversified revenue mix will continue to position us well moving forward. Our loan portfolio continues to perform well and we remain focused on our credit quality. We expanded our business with the April 1st closing of the Pioneer merger and look forward to introducing all of our products and services to our new customers. We are actively working on the full integration of the Pioneer business following our successful completion of the system conversion during the second quarter. Our Southwest markets have exhibited strong economic growth and we look forward to our future growth across each of our markets.”

Second Quarter 2022 Results

Net income totaled $0.4 million, or $0.02 per diluted share, during the second quarter of 2022, compared to $7.7 million, or $0.41 per diluted share, during the prior quarter. Net income in the second quarter of 2022 included $16.8 million in merger costs, net of tax. The return on average assets was 0.02% in the second quarter of 2022, compared to 0.54% in the prior quarter and 0.82% in the second quarter of 2021, and the return on average equity was 0.22% in the second quarter of 2022, compared to 5.85% in the prior quarter and 8.82% in the second quarter of 2021. The negative impact in the second quarter of 2022 of merger costs to return on average assets was 0.94% and to return on average equity was 8.66%.

Net Interest Income and Net Interest Margin

Net interest income totaled $58.6 million during the second quarter of 2022, an increase of $17.3 million compared to the prior quarter. Our net interest margin increased 48 basis points to 3.56% compared to the prior quarter. Results in the second quarter of 2022, compared to the prior quarter, were driven by an increase of 52 basis points in yield on earning assets, and an increase of four basis points in the cost of interest-bearing liabilities, primarily due to the rising interest rate environment. Driven primarily by the completion of the Pioneer merger, average loans grew by $1.1 billion, and average investment securities grew $68.8 million in the second quarter of 2022, compared to the prior quarter. Total loan yield including loans held-for-sale increased by 39 basis points in the second quarter of 2022, compared to the prior quarter, primarily due to the rising interest rate environment, and to a lesser extent, the impact of the accretion of net loan discounts related to our Pioneer merger. Investment securities yield increased by 49 basis points in the second quarter of 2022, compared to the prior quarter, primarily due to higher yielding






acquired securities from the Pioneer merger and the slowing prepayment speeds on the existing portfolio. Our total cost of deposits increased by two basis points to 0.21% in the second quarter of 2022, compared to the prior quarter.
Asset Quality and Provision for Loan Losses

The provision for loan losses totaled $5.0 million during the second quarter of 2022, an increase of $1.3 million compared to the prior quarter. During the second quarter of 2022, $2.9 million of the provision for loan losses was related to certain non-impaired acquired loans marked at a premium valuation upon the closing of the Pioneer merger. The premium valuation on certain of the acquired loans was due to higher contractual interest rates compared to market interest rates upon closing of the Pioneer merger. In total, we realized a net discount valuation on the entire acquired portfolio. Due to the premium on certain of the loans, a provision for loan losses was required; however, it was not due to credit deterioration since closing of the Pioneer merger. Net recoveries during the second quarter of 2022 were $0.6 million, or a ratio of net charge-offs (recoveries) to average loans of (0.04)% annualized, compared to net charge-offs of $0.7 million, or a ratio of net charge-offs to average loans of 0.07% annualized, in the prior quarter. The allowance for loan losses as a percentage of total loans was 1.04% at June 30, 2022, compared to 1.17% at March 31, 2022. The decrease in the allowance for loan losses as a percentage of total loans relates to the acquired Pioneer loans. The ratio of nonperforming assets to total assets was 0.62% at June 30, 2022, compared to 0.64% at March 31, 2022, and 0.94% at June 30, 2021.

Noninterest Income

Noninterest income totaled $22.3 million during the second quarter of 2022, a decrease of $1.4 million from the prior quarter. Mortgage banking income decreased $2.9 million during the second quarter of 2022 from the prior quarter, primarily due to lesser sold volume and associated loan sale gains and a decline in the rate lock pipeline valuation in a rising interest rate environment. Total originations of mortgage loans held-for-sale decreased by $19.0 million, or 5.9%, in the second quarter of 2022 from the prior quarter. Noninterest income as a percentage of total revenue totaled 27.6% in the second quarter of 2022, compared to 36.5% in the prior quarter.

Noninterest Expense

Noninterest expense totaled $75.7 million during the second quarter of 2022, an increase of $23.2 million from the prior quarter, primarily driven by the Pioneer merger and the merger related expenses. Noninterest expenses for the second quarter of 2022 included $18.4 million in merger related expenses compared to $0.3 million in the prior quarter.

Tax Rate

The effective tax rate was (96.3)% in the second quarter of 2022, compared to 13.0% in the prior quarter. The effective tax rate was not meaningful due to the breakeven nature of income before income taxes in the second quarter of 2022.

Loans

Total loans were $5.4 billion at June 30, 2022, compared to $4.3 billion at March 31, 2022, an increase of $1.1 billion in the second quarter of 2022, or 99.5% on an annualized basis. Total loans, excluding impact from acquired Pioneer loans, increased $261.6 million in the second quarter of 2022, or 24.2% on an annualized basis from the prior quarter, resulting primarily from growth in commercial and industrial and residential real estate balances. See the “Non-GAAP Financial Measures and Reconciliations” below.

Deposits

Average deposits increased $1.1 billion in the second quarter of 2022, or 92.9% on an annualized basis to $5.9 billion, compared to the prior quarter. Average deposits, excluding impact from acquired Pioneer deposits, decreased $58.6 million in the second quarter of 2022, or (4.8)% on an annualized basis, compared to the prior quarter. See the “Non-GAAP Financial Measures and Reconciliations” below. Noninterest-bearing deposit accounts represented 32.7% of total deposits at June 30, 2022 and the loan-to-deposit ratio was 90.8% at June 30, 2022.
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Capital

Capital ratios remain strong and above “well-capitalized” thresholds. As of June 30, 2022, our common equity tier 1 risk-based capital ratio was 9.59%, total risk-based capital ratio was 11.60% and tier 1 leverage ratio was 8.89%. Book value per common share was $30.34 at June 30, 2022, an increase of $2.24 from March 31, 2022. Tangible book value per common share, a non-GAAP financial measure, was $24.76 at June 30, 2022, a decrease of $1.11 from March 31, 2022. The decline in the tangible book value per common share at June 30, 2022 relates to the increases in our intangible assets as a result of the Pioneer merger, and the impact of the decline in accumulated other comprehensive income (loss), net, for unrealized losses in our available-for-sale securities portfolio resulting from the rising interest rate environment.

Non-GAAP Financial Measures

This press release contains financial information and performance measures determined by methods other than in accordance with principles generally accepted in the United States (“GAAP”). FirstSun management uses these non-GAAP financial measures in their analysis of FirstSun’s performance and the efficiency of its operations. Management believes these non-GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results with prior periods and demonstrate the effects of significant items in the current period. FirstSun believes a meaningful analysis of its financial performance requires an understanding of the factors underlying that performance. FirstSun management believes investors may find these non-GAAP financial measures useful. These disclosures should not be viewed as a substitute for financial measures determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Below is a listing of the types of non-GAAP measures used in this press release:

Tangible stockholders’ equity
Tangible assets
Tangible stockholders’ equity to tangible assets
Tangible book value per common share
Net income excluding merger costs
Return on average total assets excluding merger costs
Return on average stockholders’ equity excluding merger costs
Efficiency ratio excluding merger related expenses
Diluted earnings per share excluding merger related costs
Fully tax equivalent (FTE) net interest income and net interest margin on FTE basis
Total loan growth, excluding Pioneer acquired loans, annualized
Total average deposit growth, excluding Pioneer acquired deposits, annualized

The tables beginning on page 12 provide a reconciliation of each non-GAAP financial measure to the most comparable GAAP equivalent.

About FirstSun Capital Bancorp

FirstSun Capital Bancorp, headquartered in Denver, Colorado, is the financial holding company for Sunflower Bank, N.A., which operates as Sunflower Bank, First National 1870 and Guardian Mortgage. Sunflower Bank provides a full range of relationship-focused services to meet personal, business and wealth management financial objectives, with a branch network in five states and mortgage capabilities in 43 states. FirstSun had total consolidated assets of $7.1 billion as of June 30, 2022. On April 1, 2022, we completed our merger with Pioneer Bancshares, Inc.

First National 1870 and Guardian Mortgage are divisions of Sunflower Bank, N.A. To learn more, visit ir.firstsuncb.com, SunflowerBank.com, FirstNational1870.com or GuardianMortgageOnline.com.

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Cautionary Note Regarding Forward-Looking Statements

This press release contains ”forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and the future performance of FirstSun. Words such as “anticipates,” “believes,” “estimates,” “expects,” “focused,” “forecasts,” “intends,” “plans,” “projects,” “may,” “will,” “should,” “would,” “could,” “look forward” and other similar expressions are intended to identify these forward-looking statements. Forward-looking statements are not based on historical facts but instead represent management’s expectations and assumptions regarding FirstSun’s business, the economy and other future conditions. Such statements involve inherent uncertainties, risks and changes in circumstances that are difficult to predict. As such, FirstSun’s actual results may differ materially from those contemplated by forward-looking statements. While there can be no assurance that any list of risks and uncertainties or risk factors is complete, important factors that could cause actual results to differ materially from those contemplated by forward-looking statements include, without limitation, the following:
the possibility that the anticipated benefits of the merger with Pioneer, which closed on April 1, 2022, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy, competitive factors in the areas where FirstSun does business or as a result of other unexpected factors or events;
the COVID-19 pandemic and its continuing effects on the economic and business environments in which we operate;
potential fluctuations or unanticipated changes in the interest rate environment, including interest rate changes made by the Federal Reserve, the discontinuation of LIBOR as an interest rate benchmark, and cash flow reassessments, may reduce net interest margin and/or the volumes and values of loans made or held as well as the value of other financial assets;
the inability to sustain revenue and earnings growth;
the inability to efficiently manage operating expenses;
the impact of competition with other financial institutions, including pricing pressures and the resulting impact on FirstSun’s results, including as a result of compression to net interest margin;
deterioration in the financial condition of borrowers resulting in significant increases in loan losses and provisions for those losses;
changes in loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments;
adverse changes in asset quality and credit risk; and
the potential effects of events beyond our control that may have a destabilizing effect on financial markets and the economy, such as epidemics and pandemics, war or terrorist activities, disruptions in our customers’ supply chains, disruptions in transportation, essential utility outages or trade disputes and related tariffs.

Further information regarding additional factors which could affect the forward-looking statements contained in this press release can be found in the cautionary language included under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in FirstSun’s Annual Report on Form 10-K for the year ended December 31, 2021, and other documents subsequently filed by FirstSun with the United States Securities and Exchange Commission (“SEC”). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except to the extent required by applicable law or regulation, FirstSun undertakes no obligation to revise or update any forward-looking statements.

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Summary Data:
As of and for the quarter ended
As of and for the six months ended
($ in thousands, except per share amounts)June 30, 2022March 31, 2022June 30, 2021June 30, 2022June 30, 2021
Net interest income$58,585 $41,285 $36,400 $99,870 $74,817 
Provision for (benefit from) loan losses5,000 3,700 (1,400)8,700 (1,750)
Noninterest income22,302 23,693 32,283 45,995 66,164 
Noninterest expense75,668 52,467 56,624 128,135 111,804 
Income before income taxes219 8,811 13,459 9,030 30,927 
Provision for income taxes(211)1,142 2,178 931 5,308 
Net income430 7,669 11,281 8,099 25,619 
Net income, excluding merger costs (1)17,208 7,922 12,349 25,130 26,687 
Diluted earnings per share$0.02 $0.41 $0.60 $0.36 $1.37 
Diluted earnings per share, excluding merger costs (1)$0.68 $0.42 $0.66 $1.13 $1.43 
Return on average assets0.02 %0.54 %0.82 %0.25 %0.97 %
Return on average assets, excluding merger costs (1)0.96 %0.56 %0.90 %0.78 %1.01 %
Return on average equity0.22 %5.85 %8.82 %2.49 %10.12 %
Return on average equity, excluding merger costs (1)8.88 %6.04 %9.65 %7.73 %10.54 %
Net interest margin3.56 %3.08 %2.81 %3.34 %3.00 %
Net interest margin (FTE basis) (1)3.64 %3.17 %2.93 %3.43 %3.13 %
Efficiency ratio93.55 %80.75 %82.44 %87.84 %79.30 %
Efficiency ratio, excluding merger related expenses (1)70.74 %80.28 %80.58 %74.99 %78.40 %
Fee revenue to total revenue27.57 %36.46 %47.00 %31.53 %46.93 %
Total assets$7,087,184 $5,733,748 $5,563,076 $7,087,184 $5,563,076 
Total loans held-for-sale61,253 57,700 136,999 61,253 136,999 
Total loans held-for-investment5,387,928 4,315,031 3,794,355 5,387,928 3,794,355 
Total deposits5,933,022 4,946,482 4,748,698 5,933,022 4,748,698 
Total stockholders' equity754,034 515,541 510,582 754,034 510,582 
Period end loan-to-deposit ratio90.81 %87.23 %79.90 %90.81 %79.90 %
Book value per common share$30.34 $28.10 $27.87 30.34 27.87 
Tangible book value per common share (1)$24.76 $25.87 $25.57 24.76 25.57 
(1) Represents a non-GAAP financial measure. See the tables beginning on page 12 for a reconciliation of each non-GAAP measure to the most comparable GAAP equivalent.
(2) Loans are inclusive of loans held-for-sale and loans held-for-investment.
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Condensed Consolidated Statements of Income (Unaudited):
As of and for the quarter ended
As of and for the six months ended
($ in thousands, except per share amounts)June 30, 2022March 31, 2022June 30, 2021June 30, 2022June 30, 2021
Total interest income$63,228 $44,661 $40,069 $107,889 $82,515 
Total interest expense4,643 3,376 3,669 8,019 7,698 
Net interest income58,585 41,285 36,400 99,870 74,817 
Provision for (benefit from) loan losses5,000 3,700 (1,400)8,700 (1,750)
Net interest income after provision for loan losses53,585 37,585 37,800 91,170 76,567 
Noninterest income:
Service charges on deposits4,379 3,925 2,645 8,304 5,188 
Credit and debit card fees2,990 2,415 2,544 5,405 4,668 
Trust and investment advisory fees1,909 1,947 1,992 3,856 3,897 
Mortgage banking income, net11,671 14,561 22,936 26,232 47,993 
Other noninterest income1,353 845 2,166 2,198 4,418 
Total noninterest income22,302 23,693 32,283 45,995 66,164 
Noninterest expense:
Salaries and benefits35,248 34,225 38,449 69,473 77,068 
Occupancy and equipment7,753 6,833 6,527 14,586 13,224 
Amortization of intangible assets935 327 354 1,262 708 
Merger related expenses18,448 303 1,279 18,751 1,279 
Other noninterest expenses13,284 10,779 10,015 24,063 19,525 
Total noninterest expense75,668 52,467 56,624 128,135 111,804 
Income before income taxes219 8,811 13,459 9,030 30,927 
(Benefit) provision for income taxes(211)1,142 2,178 931 5,308 
Net income$430 $7,669 $11,281 $8,099 $25,619 
Earnings per share - basic$0.02 $0.42 $0.62 $0.38 $1.40 
Earnings per share - diluted$0.02 $0.41 $0.60 $0.36 $1.37 

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Condensed Consolidated Balance Sheets as of (Unaudited):
($ in thousands)June 30, 2022March 31, 2022June 30, 2021
Assets
Cash and cash equivalents$510,701 $487,689 $840,600 
Securities available-for-sale, at fair value578,751 556,723 508,975 
Securities held-to-maturity39,803 16,799 21,894 
Loans held-for-sale, at fair value61,253 57,700 136,999 
Loans5,387,928 4,315,031 3,794,355 
Allowance for loan losses(56,077)(50,509)(42,978)
Loans, net5,331,851 4,264,522 3,751,377 
Mortgage servicing rights, at fair value66,047 60,481 40,844 
Premises and equipment, net89,674 52,198 54,304 
Other real estate owned and foreclosed assets, net5,391 5,162 4,013 
Goodwill119,975 33,050 33,050 
Intangible assets, net18,760 7,923 8,959 
All other assets264,978 191,501 162,061 
Total assets$7,087,184 $5,733,748 $5,563,076 
Liabilities and Stockholders' Equity
Liabilities:
Deposits:
Noninterest-bearing demand deposit accounts$1,942,078 $1,662,980 $1,359,112 
Interest-bearing deposit accounts:
Interest-bearing demand accounts165,287 155,388 194,840 
Savings accounts and money market accounts3,204,704 2,742,393 2,746,373 
NOW accounts50,126 74,106 101,749 
Certificate of deposit accounts570,827 311,615 346,624 
Total deposits5,933,022 4,946,482 4,748,698 
Securities sold under agreements to repurchase70,838 69,627 113,786 
Federal Home Loan Bank advances159,968 40,000 40,000 
Other borrowings79,959 87,799 68,910 
Other liabilities89,363 74,299 81,100 
Total liabilities6,333,150 5,218,207 5,052,494 
Stockholders' equity:
Preferred stock— — — 
Common stock
Additional paid-in capital486,755 262,071 260,516 
Treasury stock— (38,148)(38,148)
Retained earnings306,714 306,284 281,070 
Accumulated other comprehensive (loss) income, net(39,437)(14,668)7,142 
Total stockholders' equity754,034 515,541 510,582 
Total liabilities and stockholders' equity$7,087,184 $5,733,748 $5,563,076 




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Share Data as of and for the periods ended:
As of and for the quarter ended
June 30, 2022March 31, 2022June 30, 2021
Weighted average common shares outstanding, basic24,760,282 18,346,288 18,321,659 
Weighted average common shares outstanding, diluted25,458,311 18,899,852 18,761,034 
Period end common shares outstanding24,850,954 18,346,288 18,321,659 
Book value per common share$30.34 $28.10 $27.87 
Tangible book value per common share (1)$24.76 $25.87 $25.57 


Consolidated Capital Ratios as of:
June 30, 2022March 31, 2022June 30, 2021
Stockholders' equity to total assets10.64 %8.99 %9.18 %
Tangible equity to tangible assets (1)8.86 %8.34 %8.49 %
Tier 1 leverage ratio8.89 %8.42 %8.21 %
Common equity tier 1 risk-based capital ratio9.59 %9.27 %10.28 %
Tier 1 risk-based capital ratio9.59 %9.27 %10.28 %
Total risk-based capital ratio11.60 %11.74 %12.44 %
(1) Represents a non-GAAP financial measure. See the tables beginning on page 12 for a reconciliation of each non-GAAP measure to the most comparable GAAP equivalent.


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Summary of Net Interest Margin:

For the quarter ended
June 30, 2022
For the quarter ended
March 31, 2022
For the quarter ended
 June 30, 2021
(In thousands)Average BalanceInterestAverage Yield/RateAverage BalanceInterestAverage Yield/RateAverage BalanceInterestAverage Yield/Rate
Interest Earning Assets
Loans held-for-sale$70,430 $1,269 7.21 %$60,895 $694 4.56 %$133,592 $1,168 3.50 %
Loans held-for-investment (1)5,264,355 57,316 4.35 %4,123,920 41,164 3.99 %3,736,120 36,557 3.91 %
Investment securities651,180 3,333 2.05 %582,333 2,275 1.56 %514,248 1,877 1.46 %
Interest-bearing cash and other assets591,208 1,310 0.89 %592,478 528 0.36 %800,851 467 0.23 %
Total earning assets6,577,173 63,228 3.85 %5,359,626 44,661 3.33 %5,184,811 40,069 3.09 %
Other assets612,253 314,043 294,765 
Total assets$7,189,426 $5,673,669 $5,479,576 
Interest-bearing liabilities
Demand and NOW deposits$219,502 $229 0.42 %$223,020 $124 0.22 %$317,651 $286 0.36 %
Savings deposits516,045 133 0.10 %468,713 91 0.08 %452,537 142 0.10 %
Money market deposits2,774,713 1,172 0.17 %2,306,638 840 0.15 %2,233,460 1,120 0.21 %
Certificates of deposits581,803 638 0.44 %317,948 519 0.65 %351,350 801 0.91 %
Total deposits4,092,063 2,172 0.21 %3,316,319 1,574 0.19 %3,354,998 2,349 0.28 %
Repurchase agreements56,247 15 0.11 %71,425 0.04 %144,421 18 0.05 %
Total deposits and repurchase agreements4,148,310 2,187 0.21 %3,387,744 1,582 0.19 %3,499,419 2,367 0.27 %
FHLB borrowings184,100 771 1.67 %40,229 148 1.48 %40,000 150 1.50 %
Other long-term borrowings82,154 1,685 8.21 %86,191 1,646 7.63 %68,760 1,152 6.70 %
Total interest-bearing liabilities4,414,564 4,643 0.42 %3,514,164 3,376 0.38 %3,608,179 3,669 0.41 %
Noninterest-bearing deposits1,923,870 1,566,088 1,283,536 
Other liabilities75,768 68,999 76,080 
Stockholders' equity775,224 524,418 511,781 
Total liabilities and stockholders' equity$7,189,426 $5,673,669 $5,479,576 
Net interest income$58,585 $41,285 $36,400 
Net interest spread3.43 %2.95 %2.68 %
Net interest margin3.56 %3.08 %2.81 %
Net interest margin (on a FTE basis) (2)3.64 %3.17 %2.93 %
(1) Includes nonaccrual loans.
(2) Represents a non-GAAP financial measure. See the tables beginning on page 12 for a reconciliation of each non-GAAP measure to the most comparable GAAP equivalent.
9





For the six months ended
June 30, 2022
June 30, 2021
(In thousands)Average BalanceInterestAverage Yield/RateAverage BalanceInterestAverage Yield/Rate
Interest Earning Assets
Loans held-for-sale$65,689 $1,963 5.98 %$141,909 $2,271 3.20 %
Loans held-for-investment (1)4,697,288 98,480 4.19 %3,751,632 75,713 4.04 %
Investment securities616,947 5,608 1.82 %506,109 3,692 1.46 %
Interest-bearing cash and other assets591,839 1,838 0.62 %591,436 839 0.28 %
Total earning assets5,971,763 107,889 3.61 %4,991,086 82,515 3.31 %
Other assets463,972 287,590 
Total assets$6,435,735 $5,278,676 
Interest-bearing liabilities
Demand and NOW deposits$221,251 $353 0.32 %$287,440 $497 0.35 %
Savings deposits492,510 224 0.09 %454,719 262 0.12 %
Money market deposits2,541,968 2,012 0.16 %2,142,197 2,251 0.21 %
Certificates of deposits450,604 1,157 0.51 %356,474 1,743 0.98 %
Total deposits3,706,333 3,746 0.20 %3,240,830 4,753 0.29 %
Repurchase agreements63,795 23 0.07 %137,255 36 0.05 %
Total deposits and repurchase agreements3,770,128 3,769 0.20 %3,378,085 4,789 0.28 %
FHLB borrowings112,562 919 1.63 %45,096 607 2.69 %
Other long-term borrowings84,161 3,331 7.91 %68,665 2,302 6.71 %
Total interest-bearing liabilities3,966,851 8,019 0.40 %3,491,846 7,698 0.44 %
Noninterest-bearing deposits1,745,967 1,200,921 
Other liabilities72,403 79,706 
Stockholders' equity650,514 506,203 
Total liabilities and stockholders' equity$6,435,735 $5,278,676 
Net interest income$99,870 $74,817 
Net interest spread3.21 %2.87 %
Net interest margin3.34 %3.00 %
Net interest margin (on a FTE basis) (2)3.43 %3.13 %
(1) Includes nonaccrual loans.
(2) Represents a non-GAAP financial measure. See the tables beginning on page 12 for a reconciliation of each non-GAAP measure to the most comparable GAAP equivalent.








10





Loan Portfolio
($ in thousands)June 30, 2022March 31, 2022
June 30, 2022
vs
March 31, 2022
% change
June 30, 2021
June 30, 2022
vs
June 30, 2021
% change
Commercial$2,674,043 $2,515,203 6.3 %$2,211,084 20.9 %
Commercial real estate1,750,882 1,214,505 44.2 %1,124,131 55.8 %
Residential real estate918,580 567,342 61.9 %444,491 106.7 %
Consumer44,423 17,981 147.1 %14,649 203.2 %
Total loans held-for-investment$5,387,928 $4,315,031 24.9 %$3,794,355 42.0 %


Asset Quality:
As of and for the quarter ended
As of and for the six months ended
($ in thousands)June 30, 2022March 31, 2022June 30, 2021June 30, 2022June 30, 2021
Net (recoveries) charge-offs$(568)$738 $2,836 $170 $3,038 
Allowance for loan losses$56,077 $50,509 $42,978 $56,077 $42,978 
Nonperforming loans, including nonaccrual loans, accrual TDR’s, and accrual loans greater than 90 days past due$38,283 $31,367 $48,203 $38,283 $48,203 
Nonperforming assets$43,674 $36,529 $52,216 $43,674 $52,216 
Ratio of net (recoveries) charge-offs to average loans outstanding(0.04)%0.07 %0.30 %0.01 %0.16 %
Allowance for loan losses to total loans outstanding1.04 %1.17 %1.13 %1.04 %1.13 %
Allowance for loan losses to total nonperforming loans 146.48 %161.03 %89.16 %146.48 %89.16 %
Nonperforming loans to total loans0.71 %0.73 %1.27 %0.71 %1.27 %
Nonperforming assets to total assets0.62 %0.64 %0.94 %0.62 %0.94 %


11





Non-GAAP Financial Measures and Reconciliations:

As of and for the quarter ended
As of and for the six months ended
($ in thousands, except share and per share amounts)June 30,
2022
March 31,
2022
June 30,
2021
June 30,
2022
June 30,
2021
Tangible stockholders’ equity:
Total stockholders' equity (GAAP)$754,034 $515,541 $510,582 $754,034 $510,582 
Less: Goodwill and other intangible assets
Goodwill(119,975)(33,050)(33,050)(119,975)(33,050)
Other intangible assets(18,760)(7,923)(8,959)(18,760)(8,959)
Total tangible stockholders' equity (non-GAAP)$615,299 $474,568 $468,573 $615,299 $468,573 
Tangible assets:
Total assets (GAAP)$7,087,184 $5,733,748 $5,563,076 $7,087,184 $5,563,076 
Less: Goodwill and other intangible assets
Goodwill(119,975)(33,050)(33,050)(119,975)(33,050)
Other intangible assets(18,760)(7,923)(8,959)(18,760)(8,959)
Total tangible assets (non-GAAP)$6,948,449 $5,692,775 $5,521,067 $6,948,449 $5,521,067 
Tangible stockholders’ equity to tangible assets:
Common equity to total assets (GAAP)10.64 %8.99 %9.18 %10.64 %9.18 %
Less: Impact of goodwill and other intangible assets1.78 %0.65 %0.69 %1.78 %0.69 %
Tangible common equity to tangible assets (non-GAAP)8.86 %8.34 %8.49 %8.86 %8.49 %
Tangible book value per common share:
Stockholders' equity (GAAP)$754,034 $515,541 $510,582 $754,034 $510,582 
Tangible stockholders' equity (non-GAAP)$615,299 $474,568 $468,573 $615,299 $468,573 
Total common shares outstanding24,850,954 18,346,288 18,321,659 24,850,954 18,321,659 
Book value per common share (GAAP)$30.34 $28.10 $27.87 $30.34 $27.87 
Tangible book value per common share (non-GAAP)$24.76 $25.87 $25.57 $24.76 $25.57 
Net income excluding merger costs:
Net income (GAAP)$430 $7,669 $11,281 $8,099 $25,619 
Add: Merger costs
Merger related expenses18,448 303 1,279 18,751 1,279 
Income tax effect on merger related expenses(4,033)(50)(211)(4,083)(211)
Provision for loan loss on Pioneer loans marked at a premium2,884 — — 2,884 — 
Income tax effect on provision for loan loss on Pioneer loans marked at a premium(521)— — (521)— 
Total merger costs16,778 253 1,068 17,031 1,068 
Net income excluding merger costs (non-GAAP)$17,208 $7,922 $12,349 $25,130 $26,687 
12





As of and for the quarter ended
As of and for the six months ended
($ in thousands, except share and per share amounts)June 30,
2022
March 31,
2022
June 30,
2021
June 30,
2022
June 30,
2021
Return on average total assets excluding merger costs:
Return on average total assets (ROAA) (GAAP)0.02 %0.54 %0.82 %0.25 %0.97 %
Add: Impact of merger costs, net of tax0.94 %0.02 %0.08 %0.53 %0.04 %
ROAA excluding merger costs (non-GAAP)0.96 %0.56 %0.90 %0.78 %1.01 %
Return on average stockholders’ equity excluding merger costs:
Return on average stockholders' equity (ROAE) (GAAP)0.22 %5.85 %8.82 %2.49 %10.12 %
Add: Impact of merger costs, net of tax8.66 %0.19 %0.83 %5.24 %0.42 %
ROAE excluding merger costs (non-GAAP)8.88 %6.04 %9.65 %7.73 %10.54 %
Efficiency ratio excluding merger related expenses:
Efficiency ratio (GAAP)93.55 %80.75 %82.44 %87.84 %79.30 %
Less: Impact of merger related expenses22.81 %0.47 %1.86 %12.85 %0.90 %
Efficiency ratio excluding merger related expenses (non-GAAP)70.74 %80.28 %80.58 %74.99 %78.40 %
Diluted earnings per share excluding merger costs:
Diluted earnings per share (GAAP)$0.02 $0.41 $0.60 $0.36 $1.37 
Add: Impact of merger costs, net of tax0.66 0.01 0.06 0.77 0.06 
Diluted earnings per share excluding merger costs (non-GAAP)$0.68 $0.42 $0.66 $1.13 $1.43 
Fully tax equivalent (FTE) net interest income and net interest margin on FTE basis:
Net interest income (GAAP)$58,585 $41,285 $36,400 $99,870 $74,817 
Gross income effect of tax exempt income1,284 1,321 1,704 2,605 3,495 
FTE net interest income (non-GAAP)$59,869 $42,606 $38,104 $102,475 $78,312 
Average earning assets$6,577,173 $5,359,626 $5,184,811 $5,971,763 $4,991,086 
Net interest margin3.56 %3.08 %2.81 %3.34 %3.00 %
Net interest margin on FTE basis (non-GAAP)3.64 %3.17 %2.93 %3.43 %3.13 %

13





($ in thousands)
As of
June 30,
2022
Total loan growth, excluding Pioneer acquired loans, annualized:
Total loans for the quarter ended:
June 30, 2022$5,387,928 
March 31, 20224,315,031 
Total loan growth for the quarter ended June 30, 2022
1,072,897 
Less: Acquired loans at date of merger, net of purchase accounting adjustments(811,300)
Total loan increase for the quarter ended June 30, 2022
$261,597 
Total loan growth, annualized (GAAP)99.5 %
Total loan growth, excluding Pioneer acquired loans, annualized (non-GAAP)24.2 %
Total average deposit growth, excluding Pioneer acquired deposits, annualized:
Total average deposits for the quarter ended:
June 30, 2022$6,015,933 
March 31, 20224,882,407 
Total average deposit growth for the quarter ended June 30, 2022
1,133,526 
Less: Acquired deposits at date of merger, net of purchase accounting adjustments(1,192,081)
Total average deposit decrease for the quarter ended June 30, 2022
$(58,555)
Total average deposit growth, annualized (GAAP)92.9 %
Total average deposit growth, excluding Pioneer acquired deposits, annualized (non-GAAP)(4.8)%
14