TFIN 10-Q Quarterly Report Sept. 30, 2015

TRIUMPH FINANCIAL, INC.

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10-Q 1 tbk-10q_20150930.htm 10-Q tbk-10q_20150930.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2015

¨	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 x 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 x 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	x (Do not check if a smaller reporting company)	Smaller reporting company	¨

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

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

Common Stock — $0.01 par value, 18,040,072 shares, as of October 30, 2015

TRIUMPH BANCORP, INC.

FORM 10-Q

September 30, 2015

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets	2
	Consolidated Statements of Income	3
	Consolidated Statements of Comprehensive Income	4
	Consolidated Statements of Changes in Equity	5
	Consolidated Statements of Cash Flows	6
	Condensed Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.	Quantitative and Qualitative Disclosures About Market Risk s	69
Item 4.	Controls and Procedures	70

PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	71
Item 1A.	Risk Factors	71
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	71
Item 3.	Defaults Upon Senior Securities	71
Item 4.	Mine Safety Disclosures	71
Item 5.	Other Information	71
Item 6.	Exhibits	72

P ART I – FINANCIAL INFORMATION

ITEM 1

FINANCIAL STATEMENTS

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

September 30, 2015 and December 31, 2014

(Dollar amounts in thousands, except per share amounts)

	September 30,			December 31,
	2015			2014
	(Unaudited)
ASSETS
Cash and due from banks	$	23,256		$	21,312
Interest bearing deposits with other banks		92,527			139,576
Total cash and cash equivalents		115,783			160,888
Securities - available for sale		156,820			162,024
Securities - held to maturity, fair value of $745 and $750, respectively		747			745
Loans held for sale, at fair value		2,174			3,288
Loans, net of allowance for loan and lease losses of $11,544 and $8,843, respectively		1,173,757			997,035
Federal Home Loan Bank and Federal Reserve Bank stock, at cost		7,992			4,903
Premises and equipment, net		21,807			21,933
Other real estate owned, net		6,201			8,423
Goodwill		15,968			15,968
Intangible assets, net		13,027			13,089
Bank-owned life insurance		29,406			29,083
Deferred tax assets, net		15,838			15,956
Other assets		21,943			14,563
Total assets	$	1,581,463		$	1,447,898
LIABILITIES AND EQUITY
Liabilities
Deposits
Noninterest bearing	$	167,931		$	179,848
Interest bearing		1,032,105			985,381
Total deposits		1,200,036			1,165,229
Customer repurchase agreements		15,584			9,282
Federal Home Loan Bank advances		61,000			3,000
Junior subordinated debentures		24,620			24,423
Other liabilities		16,304			8,455
Total liabilities		1,317,544			1,210,389
Commitments and contingencies - See Note 8 and Note 9
Stockholders' equity - See Note 12
Preferred Stock Series A		4,550			4,550
Preferred Stock Series B		5,196			5,196
Common stock		181			180
Additional paid-in-capital		193,465			191,049
Treasury stock, at cost		(184	)		(161	)
Retained earnings		59,785			35,744
Accumulated other comprehensive income		926			951
Total stockholders’ equity		263,919			237,509
Total liabilities and stockholders' equity	$	1,581,463		$	1,447,898

See accompanying condensed notes to consolidated financial statements.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

For the Three and Nine Months Ended September 30, 2015 and 2014

(Dollar amounts in thousands, except per share amounts)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Interest and dividend income:
Loans, including fees	$	15,716		$	13,706		$	46,113		$	41,942
Factored receivables, including fees		8,829			7,681			24,992			19,791
Taxable securities		649			666			1,987			1,986
Tax exempt securities		17			15			45			46
Cash deposits		92			50			342			185
Total interest income		25,303			22,118			73,479			63,950
Interest expense:
Deposits		1,764			1,289			5,001			3,538
Senior secured note		—			134			—			411
Junior subordinated debentures		283			276			833			819
Other borrowings		25			24			44			51
Total interest expense		2,072			1,723			5,878			4,819
Net interest income		23,231			20,395			67,601			59,131
Provision for loan losses		165			1,375			3,351			4,047
Net interest income after provision for loan losses		23,066			19,020			64,250			55,084
Noninterest income:
Service charges on deposits		710			811			1,988			2,363
Card income		574			544			1,675			1,582
Net OREO gains (losses) and valuation adjustments		(58	)		(11	)		20			(340	)
Net gains on sale of securities		15			10			257			26
Net gains on sale of loans		363			484			1,396			1,058
Fee income		542			448			1,466			1,267
Bargain purchase gain		1,708			—			14,217			—
Gain on branch sale		—			12,619			—			12,619
Asset management fees		1,744			374			3,976			503
Other		700			525			2,731			1,968
Total noninterest income		6,298			15,804			27,726			21,046
Noninterest expense:
Salaries and employee benefits		12,416			11,032			37,727			29,379
Occupancy, furniture and equipment		1,575			1,319			4,702			4,044
FDIC insurance and other regulatory assessments		252			280			786			821
Professional fees		1,344			1,043			3,523			2,428
Amortization of intangible assets		1,179			746			2,838			2,196
Advertising and promotion		618			1,102			1,687			2,228
Communications and technology		951			954			2,764			2,787
Other		2,210			1,985			6,936			5,634
Total noninterest expense		20,545			18,461			60,963			49,517
Net income before income tax		8,819			16,363			31,013			26,613
Income tax expense		2,891			6,089			6,389			9,631
Net income		5,928			10,274			24,624			16,982
Income attributable to noncontrolling interests		—			(582	)		—			(1,471	)
Net income attributable to Triumph Bancorp, Inc.		5,928			9,692			24,624			15,511
Dividends on preferred stock		(196	)		(197	)		(583	)		(583	)
Net income available to common stockholders	$	5,732		$	9,495		$	24,041		$	14,928
Earnings per common share
Basic	$	0.32		$	0.96		$	1.36		$	1.52
Diluted	$	0.32		$	0.91		$	1.33		$	1.47

See accompanying condensed notes to consolidated financial statements.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three and Nine Months Ended September 30, 2015 and 2014

(Dollar amounts in thousands, except per share amounts)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Net income	$	5,928		$	10,274		$	24,624		$	16,982
Other comprehensive income:
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during the period		(204	)		(31	)		226			1,138
Reclassification of amount realized through sale of securities		(15	)		10			(257	)		(26	)
Tax effect		81			16			6			(409	)
Total other comprehensive income (loss)		(138	)		(5	)		(25	)		703
Comprehensive income		5,790			10,269			24,599			17,685
Income attributable to noncontrolling interests		—			(582	)		—			(1,471	)
Comprehensive income attributable to Triumph Bancorp, Inc.	$	5,790		$	9,687		$	24,599		$	16,214

See accompanying condensed notes to consolidated financial statements.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Nine Months Ended September 30, 2015 and 2014

(Dollar amounts in thousands, except per share amounts)

(Unaudited)

	Preferred Stock – Series A				Preferred Stock – Series B				Common Stock								Treasury Stock								Accumulated
			Liquidation				Liquidation							Additional											Other			Non
	Shares		Preference		Shares		Preference		Shares			Par		Paid-in-			Shares					Retained			Comprehensive			Controlling			Total
	Outstanding		Amount		Outstanding		Amount		Outstanding			Amount		Capital			Outstanding		Cost			Earnings			Income			Interest			Equity
Balance, January 1, 2014		45,500	$	4,550		51,956	$	5,196		9,832,585		$	98	$	104,631			—	$	—		$	18,992		$	133		$	26,997		$	160,597
Vesting of restricted stock units		—		—		—		—		58,395			1		54			—		—			—			—			—			55
Stock based compensation		—		—		—		—		—			—		613			—		—			—			—			—			613
Common stock issuance, net of costs		—		—		—		—		444			—		6			—		—			—			—			—			6
Purchase of treasury stock		—		—		—		—		(4,646	)		—		—			4,646		(68	)		—			—			—			(68	)
Series T-1 and T-2 dividends		—		—		—		—		—			—		—			—		—			(1,313	)		—			—			(1,313	)
Series A Preferred dividends		—		—		—		—		—			—		—			—		—			(272	)		—			—			(272	)
Series B Preferred dividends		—		—		—		—		—			—		—			—		—			(311	)		—			—			(311	)
TCF Class B distributions		—		—		—		—		—			—		—			—		—			(64	)		—			—			(64	)
TCF Class B redemption		—		—		—		—		—			—		—			—		—			—			—			(1,100	)		(1,100	)
Net income		—		—		—		—		—			—		—			—		—			16,982			—			—			16,982
Other comprehensive income		—		—		—		—		—			—		—			—		—			—			703			—			703
Balance, September 30, 2014		45,500	$	4,550		51,956	$	5,196		9,886,778		$	99	$	105,304			4,646	$	(68	)	$	34,014		$	836		$	25,897		$	175,828

Balance, January 1, 2015		45,500	$	4,550		51,956	$	5,196		17,963,783		$	180	$	191,049			10,984	$	(161	)	$	35,744		$	951		$	—		$	237,509
Issuance of restricted stock awards		—		—		—		—		77,956			1		(1	)		—		—			—			—			—			—
Forfeiture of restricted stock awards		—		—		—		—		(1,667	)		—		23			1,667		(23	)		—			—			—			—
Stock based compensation		—		—		—		—		—			—		2,394			—		—			—			—			—			2,394
Series A Preferred dividends		—		—		—		—		—			—		—			—		—			(273	)		—			—			(273	)
Series B Preferred dividends		—		—		—		—		—			—		—			—		—			(310	)		—			—			(310	)
Net income		—		—		—		—		—			—		—			—		—			24,624			—			—			24,624
Other comprehensive income		—		—		—		—		—			—		—			—		—			—			(25	)		—			(25	)
Balance, September 30, 2015		45,500	$	4,550		51,956	$	5,196		18,040,072		$	181	$	193,465			12,651	$	(184	)	$	59,785		$	926		$	—		$	263,919

See accompanying condensed notes to consolidated financial statements.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 2015 and 2014

(Dollar amounts in thousands, except per share amounts)

(Unaudited)

	Nine Months Ended September 30,
	2015			2014
Cash flows from operating activities:
Net income	$	24,624		$	16,982
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation		1,608			1,406
Net accretion on loans and deposits		(3,905	)		(7,313	)
Amortization of junior subordinated debentures		197			188
Net amortization on securities		458			782
Amortization of intangible assets		2,838			2,196
Deferred taxes		(540	)		17
Provision for loan losses		3,351			4,047
Stock based compensation		2,394			613
Origination of loans held for sale		(50,482	)		(42,283	)
Proceeds from loan sales		52,992			48,562
Net gains on sale of securities		(257	)		(26	)
Net gains on sale of loans		(1,396	)		(1,058	)
Net OREO (gains) losses and valuation adjustments		(20	)		340
Bargain purchase gain		(14,217	)		—
Gain on branch sale		—			(12,619	)
(Increase) decrease in other assets		146			912
Increase (decrease) in other liabilities		3,181			1,057
Net cash provided by (used in) operating activities		20,972			13,803
Cash flows from investing activities:
Purchases of securities available for sale		(20,560	)		(15,040	)
Proceeds from sales of securities available for sale		17,635			10,859
Proceeds from maturities, calls, and pay downs of securities available for sale		7,896			23,700
Purchases of loans (shared national credits)		(25,597	)		—
Net change in loans		(147,556	)		(129,472	)
Purchases of premises and equipment, net		(1,482	)		(2,016	)
Net proceeds from sale of OREO		2,989			3,792
Net proceeds from (cash paid for) CLO warehouse investments		(2,550	)		50
Purchases of FHLB and FRB stock, net		(3,089	)		(24	)
Cash paid for acquisitions, net of cash acquired		(127,591	)		(49,482	)
Net proceeds from sale of branch		—			57,409
Proceeds from sale of loans obtained through Doral Money Inc. acquisition		36,765			—
Net cash provided by (used in) investing activities		(263,140	)		(100,224	)
Cash flows from financing activities:
Net increase in deposits		35,028			96,945
Increase (decrease) in customer repurchase agreements		6,302			4,314
Increase (decrease) in Federal Home Loan Bank advances		58,000			(21,000	)
Repayment of senior secured note		—			(943	)
Proceeds from the issuance of other borrowings		99,975			—
Repayment of other borrowings		(1,659	)		—
Issuance of common stock		—			61
Purchase of treasury stock		—			(68	)
Distributions on noncontrolling interest and preferred stock		(583	)		(1,960	)
Redemption of TCF Class B units		—			(1,100	)
Net cash provided by (used in) financing activities		197,063			76,249
Net increase (decrease) in cash and cash equivalents		(45,105	)		(10,172	)
Cash and cash equivalents at beginning of period		160,888			85,797
Cash and cash equivalents at end of period	$	115,783		$	75,625
Supplemental cash flow information:
Interest paid	$	5,757		$	6,345
Income taxes paid	$	5,002		$	5,720
Supplemental noncash disclosures:
Loans transferred to OREO	$	747		$	375
Securities transferred in satisfaction of other borrowings	$	98,316		$	—
Loan purchases, not yet settled (shared national credits)	$	3,983		$	—
Loans transferred to branch assets held for sale	$	—		$	78,071
Premises and equipment transferred to branch assets held for sale	$	—		$	2,260

See accompanying condensed notes to consolidated financial statements.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Triumph Bancorp, Inc. (collectively with its subsidiaries, Triumph, or the Company, as applicable) is a financial holding company headquartered in Dallas, Texas. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Triumph Capital Advisors, LLC (TCA), Triumph CRA Holdings, LLC (TCRA), National Bancshares, Inc. (NBI), NBI’s wholly owned subsidiary Triumph Community Bank, N.A. (TCB), Triumph Savings Bank, SSB (TSB), TSB’s wholly owned subsidiary Advance Business Capital, LLC (ABC), which currently operates under the d/b/a of Triumph Business Capital, and TSB’s wholly owned subsidiary Triumph Insurance Group (TIG). In addition, (i) TSB does business under the Triumph Commercial Finance name with respect to its commercial finance business, including asset-based lending, equipment lending and general factoring and (ii) TCB does business under the Triumph Healthcare Finance name with respect to its healthcare asset-based lending business and the Triumph Premium Finance name with respect to its insurance premium financing business.

Effective October 1, 2015 the Company completed the merger of its subsidiary banks, Triumph Community Bank, N.A. and Triumph Savings Bank, SSB, into a single bank. The combined bank is named TBK Bank, SSB, is a direct subsidiary of Triumph Bancorp, Inc., and will continue doing business under the Triumph Community Bank and Triumph Savings Bank names in the markets where the Company currently operates under such names. In addition, National Bancshares, Inc. was merged into Triumph Bancorp, Inc.

Basis of Presentation

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

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary for a fair presentation. Transactions between the subsidiaries have been eliminated. These condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. Operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.

The Company has four reportable segments consisting of Factoring, Banking, Asset Management, and Corporate. The Company’s Chief Executive Officer uses segment results to make operating and strategic decisions.

Adoption of New Accounting Standards

Effective January 1, 2015, the Company adopted Accounting Standards Update (ASU) No. 2014-04, “Receivables – Troubled Debt Restructurings by Creditors” (ASU 2014-04). Issued in January 2014, ASU 2014-04 affects all creditors when an in substance repossession or foreclosure of residential real estate property collateralizing a consumer mortgage loan in satisfaction of a receivable has occurred. Adoption of this ASU did not have a material impact on the Company’s financial statements.

Issued in June 2014, ASU No. 2014-11, “Transfers and Servicing (Topic 860) - Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosure” (ASU 2014-11) aligns the accounting for repurchase-to-maturity transactions and repurchase agreements executed as a repurchase financing with the accounting for other typical repurchase agreements. Effective for interim periods beginning after March 31, 2015, the ASU requires entities to disclose certain information about transfers accounted for as sales in transactions that are economically similar to repurchase agreements. In addition, disclosures are required related to collateral, remaining contractual tenor, and the potential risks associated with repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions. Adoption of this ASU did not have a material impact on the Company’s financial statements as the Company’s repurchase agreements consist primarily of overnight customer sweep agreements secured by pledged U.S. Government agency and residential mortgage-backed securities.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Effective January 1, 2015, the Company retrospectively adopted ASU No. 2015-02, “Amendments to the Consolidation Analysis” (ASU 2015-02). Issued in Febr uary 2015, ASU 2015-02 simplifies consolidation accounting by reducing the number of consolidation models and changing various aspects of current GAAP, including certain consolidation criteria for variable interest entities. Adoption of this ASU did not ha ve a material impact on the Company’s financial statements.

Effective July 1, 2015, the Company retrospectively adopted ASU No. 2015-16, “Business Combinations – Simplifying the Accounting for Measurement-Period Adjustments” (ASU 2015-16). Issued in September 2015, ASU 2015-16 requires that an acquirer in a business combination recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Upon adoption of this ASU, the Company’s financial statements reflect measurement period adjustments in the reporting period in which the adjustment amounts were determined.

Newly Issued, But Not Yet Effective Accounting Standards

On May 28, 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard was originally effective for the Company on January 1, 2017. However, in August 2015 the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers – Deferral of the Effective Date” which deferred the mandatory effective date the new standard would take effect to reporting periods beginning after December 15, 2017, with early adoption allowed as of the original effective date for public companies. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

NOTE 2 – Business combinations AND DIVESTITURES

Doral Money Acquisition

On February 27, 2015, Triumph Bancorp, Inc., through its subsidiary Triumph Capital Advisors, LLC, entered into a Purchase and Sale Agreement with the Federal Deposit Insurance Corporation (FDIC), in its capacity as receiver of Doral Bank, to acquire 100% of the equity of Doral Money, Inc. (DMI), a subsidiary of Doral Bank, and the management contracts associated with two active collateralized loan obligations (CLOs) with approximately $700,000,000 in assets under management. The consideration transferred in the acquisition consisted of cash paid at closing of $133,263,000 and a sales price adjustment of $2,601,000 which was accrued at March 31, 2015 and settled on April 7, 2015, for total consideration transferred of $135,864,000. The primary purpose of the acquisition was to expand the CLO assets under management at Triumph Capital Advisors, LLC.

On February 26, 2015, the Company entered into a $99,975,000 secured term loan credit facility payable to a third party, with an interest rate equal to LIBOR plus 3.5%, and a maturity date of March 31, 2015. The proceeds from the loan were used by the Company to partially fund the DMI acquisition.

The acquisition was completed on March 3, 2015, at which time the Company also repaid the $99,975,000 third party secured term loan credit facility in full by delivering the securities issued by the CLOs that were acquired from DMI with an acquisition date fair value of $98,316,000 and cash representing payments received on the CLO securities in the amount of $1,659,000.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

A summary of the estimated fair values of assets acquired, liabilities assumed, net consideration transferred, and the resulting bargain purchase gain is as follows:

	Initial Values			Measurement
	Recorded at			Period			Adjusted
(Dollars in thousands)	Acquisition Date			Adjustments			Values
Assets acquired:
Cash	$	8,273		$	—		$	8,273
CLO Securities		98,316			—			98,316
Intangible asset - CLO management contracts		1,918			—			1,918
Loans		36,765			—			36,765
Prepaid corporate income tax		3,014			1,688			4,702
Other assets		772			—			772
		149,058			1,688			150,746
Liabilities assumed:
Deferred tax liability		663			—			663
Other liabilities		22			(20	)		2
		685			(20	)		665
Fair value of net assets acquired		148,373			1,708			150,081
Net consideration transferred		135,864			—			135,864
Bargain purchase gain	$	(12,509	)	$	(1,708	)	$	(14,217	)

The Company completed the acquisition via an FDIC bid process for DMI as part of the Doral Bank failure and the resulting nontaxable bargain purchase gain represents the excess of the fair value of the net assets acquired over the fair value of the net consideration transferred. The Company recorded measurement period adjustments during the three months ended September 2015 related to the finalization of income taxes associated with the transaction. As a result, the bargain purchase gain was increased by $1,708,000, which is reflected in the consolidated statements of income for the three and nine months ended September 30, 2015. As of September 30, 2015, the accounting for contingent liabilities and certain real estate valuations associated with the acquisition had not been finalized.

The Company incurred pre-tax expenses related to the acquisition of approximately $243,000 which are included in professional fees in the consolidated statements of income in the period incurred.

In addition, during March 2015 the Company sold the loans acquired in the DMI acquisition to third parties for a sales price equal to their acquisition date fair value of $36,765,000. No gains or losses were recognized on the sales.

Sale of Pewaukee Branch

On July 11, 2014, Triumph Community Bank sold its operating branch in Pewaukee, Wisconsin, which constituted its sole branch in the state, to a third party for net cash proceeds of $57,409,000. Under the terms of the agreement, the acquirer assumed branch deposits of $36,326,000, purchased selected loans in the local market with a carrying amount of $78,071,000, and acquired the premises and equipment associated with the branch. The transaction resulted in the Company recording a pre-tax gain of $12,619,000, net of transaction costs, in the third quarter of 2014.

Doral Healthcare Acquisition

On June 13, 2014, Triumph Bancorp, Inc., through its subsidiary, Triumph Community Bank, acquired the lending platform and certain assets of Doral Healthcare Finance (DHF), an asset-based lender focused exclusively on the healthcare industry. DHF was a division of DMI which was a subsidiary of Doral Bank. The purpose of the acquisition was to enhance the Company’s commercial finance offerings. In conjunction with the acquisition, DHF was rebranded Triumph Healthcare Finance.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company acquired loans with a fair value of $45,334,000 at the acquisition date in addition to other assets and liabilities. Under the terms of the agreement, the Company paid cash in the amount of $49,482,000 and recognized $1,921,000 in goodwill that was allocated to the Company’s Banking segment. Goodwill represents the excess of the fair value of consideration transferred over the fair value of net assets acquired. Goodwill resulted from a combination of ex pected enhanced service offerings and cross-selling opportunities. Goodwill will be amortized for tax purposes, but not for financial reporting purposes.

NOTE 3 - SECURITIES

Securities have been classified in the financial statements as available for sale or held to maturity. The amortized cost of securities and their approximate fair values at September 30, 2015 and December 31, 2014 are as follows:

			Gross		Gross
(Dollars in thousands)	Amortized		Unrealized		Unrealized			Fair
September 30, 2015	Cost		Gains		Losses			Value
Available for sale securities:
U.S. Government agency obligations	$	90,606	$	1,405	$	—		$	92,011
Mortgage-backed securities, residential		24,051		472		—			24,523
Asset backed securities		18,373		59		(628	)		17,804
State and municipal		3,375		21		—			3,396
Corporate bonds		18,773		131		(7	)		18,897
SBA pooled securities		188		1		—			189
Total available for sale securities	$	155,366	$	2,089	$	(635	)	$	156,820

			Gross		Gross
	Amortized		Unrecognized		Unrecognized			Fair
	Cost		Gains		Losses			Value
Held to maturity securities:
Other debt securities	$	747	$	3	$	(5	)	$	745

			Gross		Gross
(Dollars in thousands)	Amortized		Unrealized		Unrealized			Fair
December 31, 2014	Cost		Gains		Losses			Value
Available for sale securities:
U.S. Government agency obligations	$	93,150	$	691	$	—		$	93,841
Mortgage-backed securities, residential		28,298		580		—			28,878
Asset backed securities		18,559		129		(90	)		18,598
State and municipal		6,833		28		—			6,861
Corporate bonds		13,492		144		—			13,636
SBA pooled securities		207		3		—			210
Total available for sale securities	$	160,539	$	1,575	$	(90	)	$	162,024

			Gross		Gross
	Amortized		Unrecognized		Unrecognized			Fair
	Cost		Gains		Losses			Value
Held to maturity securities:
Other debt securities	$	745	$	5	$	—		$	750

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The amortized cost and estimated fair value of securities at September 30, 2015, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Available for Sale Securities				Held to Maturity Securities
	Amortized		Fair		Amortized		Fair
(Dollars in thousands)	Cost		Value		Cost		Value
Due in one year or less	$	1,263	$	1,265	$	149	$	150
Due from one year to five years		109,268		110,770		598		595
Due from five years to ten years		1,554		1,566		—		—
Due after ten years		669		703		—		—
		112,754		114,304		747		745
Mortgage-backed securities, residential		24,051		24,523		—		—
Asset backed securities		18,373		17,804		—		—
SBA pooled securities		188		189		—		—
	$	155,366	$	156,820	$	747	$	745

For the three and nine months ended September 30, 2015, securities were sold resulting in proceeds of $5,076,000 and $17,635,000, respectively, gross gains of $15,000 and $257,000, respectively, and no losses. For the three and nine months ended September 30, 2014, securities were sold resulting in proceeds of $4,065,000 and $10,859,000, respectively, gross gains of $10,000 and $35,000, respectively, and gross losses of $0 and $9,000, respectively.

Securities with a carrying amount of approximately $81,142,000 and $113,980,000 at September 30, 2015 and December 31, 2014, respectively, were pledged to secure customer repurchase agreements, Federal Home Loan Bank advances, and for other purposes required or permitted by law.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Information pertaining to securities with gross unrealized losses at September 30, 2015 and December 31, 2014, aggregated by investment category and length of time that individual securities have been in a continuous loss position, ar e summarized as follows:

	Less than 12 Months					12 Months or More					Total
(Dollars in thousands)	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
September 30, 2015	Value		Losses			Value		Losses			Value		Losses
Available for sale securities:
U.S. Government agency obligations	$	—	$	—		$	—	$	—		$	—	$	—
Mortgage-backed securities, residential		—		—			—		—			—		—
Asset backed securities		7,952		(581	)		4,941		(47	)		12,893		(628	)
State and municipal		—		—			—		—			—		—
Corporate bonds		5,248		(7	)		—		—			5,248		(7	)
SBA pooled securities		—		—			—		—			—		—
	$	13,200	$	(588	)	$	4,941	$	(47	)	$	18,141	$	(635	)

Held to maturity securities:
Other debt securities	$	220	$	(5	)	$	—	$	—		$	220	$	(5	)


	Less than 12 Months					12 Months or More					Total
(Dollars in thousands)	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
December 31, 2014	Value		Losses			Value		Losses			Value		Losses
U.S. Government agency obligations	$	—	$	—		$	—	$	—		$	—	$	—
Mortgage-backed securities, residential		—		—			—		—			—		—
Asset backed securities		8,703		(82	)		4,959		(8	)		13,662		(90	)
State and municipal		—		—			—		—			—		—
Corporate bonds		—		—			—		—			—		—
SBA pooled securities		—		—			—		—			—		—
	$	8,703	$	(82	)	$	4,959	$	(8	)	$	13,662	$	(90	)

Management evaluates securities for other than temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value.

As of September 30, 2015, management does not have the intent to sell any of the securities classified as available for sale with unrealized losses in the table above and believes that it is more likely than not that the Company will not have to sell any such securities before a recovery of cost. The fair value is expected to recover as the bonds approach their maturity date or repricing date or if market yields for such investments decline. Management does not believe that any of the securities are impaired due to reasons of credit quality. Accordingly, as of September 30, 2015, management believes that the unrealized losses detailed in the previous table are temporary and no other than temporary impairment loss has been recognized in the Company’s consolidated statements of income.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 4 - LOANS AND ALLOWANCE FOR LOAN AND LEASE LOSSES

Loans at September 30, 2015 and December 31, 2014 consisted of the following:

	September 30,			December 31,
(Dollars in thousands)	2015			2014
Commercial real estate	$	247,175		$	249,164
Construction, land development, land		52,446			42,914
1-4 family residential properties		77,043			78,738
Farmland		25,784			22,496
Commercial		468,055			364,567
Factored receivables		201,803			180,910
Consumer		10,632			11,941
Mortgage warehouse		102,363			55,148
Total		1,185,301			1,005,878
Allowance for loan and lease losses		(11,544	)		(8,843	)
	$	1,173,757		$	997,035

Total loans include net deferred origination and factoring fees totaling $798,000 and $906,000 at September 30, 2015 and December 31, 2014, respectively.

Loans with carrying amounts of $207,661,000 and $141,427,000 at September 30, 2015 and December 31, 2014, respectively, were pledged to secure Federal Home Loan Bank borrowing capacity.

Allowance for Loan and Lease Losses

The activity in the allowance for loan and lease losses (ALLL) during the three and nine months ended September 30, 2015 and 2014 is as follows:

(Dollars in thousands)	Beginning										Ending
Three months ended September 30, 2015	Balance		Provision			Charge-offs			Recoveries		Balance
Commercial real estate	$	1,214	$	189		$	(9	)	$	1	$	1,395
Construction, land development, land		346		97			—			—		443
1-4 family residential properties		251		44			(20	)		4		279
Farmland		28		1			—			—		29
Commercial		5,064		210			—			34		5,308
Factored receivables		4,135		(475	)		(72	)		21		3,609
Consumer		160		107			(97	)		55		225
Mortgage warehouse		264		(8	)		—			—		256
	$	11,462	$	165		$	(198	)	$	115	$	11,544

(Dollars in thousands)	Beginning										Ending
Three months ended September 30, 2014	Balance		Provision			Charge-offs			Recoveries		Balance
Commercial real estate	$	463	$	(78	)	$	—		$	1	$	386
Construction, land development, land		242		198			(100	)		—		340
1-4 family residential properties		197		56			(74	)		3		182
Farmland		11		2			—			—		13
Commercial		2,332		722			—			3		3,057
Factored receivables		2,838		397			(119	)		21		3,137
Consumer		96		34			(100	)		57		87
Mortgage warehouse		74		44			—			—		118
	$	6,253	$	1,375		$	(393	)	$	85	$	7,320

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands)	Beginning									Ending
Nine months ended September 30, 2015	Balance		Provision		Charge-offs			Recoveries		Balance
Commercial real estate	$	533	$	962	$	(152	)	$	52	$	1,395
Construction, land development, land		333		110		—			—		443
1-4 family residential properties		215		163		(203	)		104		279
Farmland		19		10		—			—		29
Commercial		4,003		1,312		(47	)		40		5,308
Factored receivables		3,462		529		(451	)		69		3,609
Consumer		140		147		(244	)		182		225
Mortgage warehouse		138		118		—			—		256
	$	8,843	$	3,351	$	(1,097	)	$	447	$	11,544

(Dollars in thousands)	Beginning									Ending
Nine months ended September 30, 2014	Balance		Provision		Charge-offs			Recoveries		Balance
Commercial real estate	$	348	$	35	$	—		$	3	$	386
Construction, land development, land		110		330		(100	)		—		340
1-4 family residential properties		100		240		(264	)		106		182
Farmland		7		6		—			—		13
Commercial		1,145		1,707		(12	)		217		3,057
Factored receivables		1,842		1,533		(294	)		56		3,137
Consumer		49		122		(314	)		230		87
Mortgage warehouse		44		74		—			—		118
	$	3,645	$	4,047	$	(984	)	$	612	$	7,320

The following table presents loans individually and collectively evaluated for impairment, as well as purchased credit impaired (PCI) loans, and their respective ALLL allocations:

(Dollars in thousands)	Loan Evaluation								ALLL Allocations
September 30, 2015	Individually		Collectively		PCI		Total loans		Individually		Collectively		PCI		Total ALLL
Commercial real estate	$	731	$	240,885	$	5,559	$	247,175	$	100	$	940	$	355	$	1,395
Construction, land development, land		—		51,061		1,385		52,446		—		443		—		443
1-4 family residential properties		568		74,444		2,031		77,043		1		278		—		279
Farmland		—		25,784		—		25,784		—		29		—		29
Commercial		2,403		461,494		4,158		468,055		597		4,711		—		5,308
Factored receivables		1,340		200,463		—		201,803		949		2,660		—		3,609
Consumer		—		10,632		—		10,632		—		225		—		225
Mortgage warehouse		—		102,363		—		102,363		—		256		—		256
	$	5,042	$	1,167,126	$	13,133	$	1,185,301	$	1,647	$	9,542	$	355	$	11,544

(Dollars in thousands)	Loan Evaluation								ALLL Allocations
December 31, 2014	Individually		Collectively		PCI		Total loans		Individually		Collectively		PCI		Total ALLL
Commercial real estate	$	1,934	$	238,640	$	8,590	$	249,164	$	—	$	533	$	—	$	533
Construction, land development, land		—		41,431		1,483		42,914		—		333		—		333
1-4 family residential properties		627		76,041		2,070		78,738		—		215		—		215
Farmland		—		22,496		—		22,496		—		19		—		19
Commercial		7,188		353,022		4,357		364,567		716		3,287		—		4,003
Factored receivables		1,271		179,639		—		180,910		1,033		2,429		—		3,462
Consumer		—		11,941		—		11,941		—		140		—		140
Mortgage warehouse		—		55,148		—		55,148		—		138		—		138
	$	11,020	$	978,358	$	16,500	$	1,005,878	$	1,749	$	7,094	$	—	$	8,843

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Loans included in the tables below are non-PCI impaired loans and PCI loans that have deteriorated subsequent to acquisition and as a result have been deemed impaired and an allowance recorded. PCI loans that have not deterior ated subsequent to acquisition are not considered impaired and therefore do not require an allowance and are excluded from the tables below.

The following is a summary of information pertaining to impaired loans at September 30, 2015 and December 31, 2014:

	Impaired Loans and Purchased Credit						Impaired Loans
	Impaired Loans With a Valuation Allowance						Without a Valuation Allowance
(Dollars in thousands)	Recorded		Unpaid		Related		Recorded		Unpaid
September 30, 2015	Investment		Principal		Allowance		Investment		Principal
Commercial real estate	$	532	$	532	$	100	$	199	$	247
Construction, land development, land		—		—		—		—		—
1-4 family residential properties		15		22		1		553		715
Farmland		—		—		—		—		—
Commercial		1,711		1,740		597		692		690
Factored receivables		1,340		1,340		949		—		—
Consumer		—		—		—		—		—
Mortgage warehouse		—		—		—		—		—
PCI		525		525		355		—		—
	$	4,123	$	4,159	$	2,002	$	1,444	$	1,652

	Impaired Loans and Purchased Credit						Impaired Loans
	Impaired Loans With a Valuation Allowance						Without a Valuation Allowance
(Dollars in thousands)	Recorded		Unpaid		Related		Recorded		Unpaid
December 31, 2014	Investment		Principal		Allowance		Investment		Principal
Commercial real estate	$	—	$	—	$	—	$	1,934	$	1,960
Construction, land development, land		—		—		—		—		—
1-4 family residential properties		—		—		—		627		748
Farmland		—		—		—		—		—
Commercial		1,845		2,527		716		5,343		5,368
Factored receivables		1,271		1,271		1,033		—		—
Consumer		—		—		—		—		—
Mortgage warehouse		—		—		—		—		—
PCI		—		—		—		—		—
	$	3,116	$	3,798	$	1,749	$	7,904	$	8,076

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

	Three Months Ended				Three Months Ended
	September 30, 2015				September 30, 2014
	Average		Interest		Average		Interest
(Dollars in thousands)	Impaired Loans		Recognized		Impaired Loans		Recognized
Commercial real estate	$	1,327	$	8	$	1,023	$	25
Construction, land development, land		—		—		12		1
1-4 family residential properties		479		10		660		16
Farmland		—		—		—		—
Commercial		2,599		68		6,779		3
Factored receivables		1,992		—		522		—
Consumer		—		—		—		—
Mortgage warehouse		—		—		—		—
PCI		525		—		13		—
	$	6,922	$	86	$	9,009	$	45

	Nine Months Ended				Nine Months Ended
	September 30, 2015				September 30, 2014
	Average		Interest		Average		Interest
(Dollars in thousands)	Impaired Loans		Recognized		Impaired Loans		Recognized
Commercial real estate	$	1,332	$	12	$	2,113	$	181
Construction, land development, land		—		—		—		—
1-4 family residential properties		802		42		1,018		145
Farmland		—		—		—		—
Commercial		4,796		187		5,642		40
Factored receivables		1,305		—		381		9
Consumer		—		—		—		—
Mortgage warehouse		—		—		—		—
PCI		263		—		13		9
	$	8,498	$	241	$	9,167	$	384

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the unpaid principal and recorded investment for loans at September 30, 2015 and December 31, 2014. The difference between the unpaid principal balance and recorded investment is principally associated with (1) premiums and discounts associated with acquisition date fair value adjustments on acquired loans (both PCI and non-PCI), (2) net deferred origination costs and fees, and (3) previous charge-offs.

(Dollars in thousands)	Recorded		Unpaid
September 30, 2015	Investment		Principal		Difference
Commercial real estate	$	247,175	$	257,519	$	(10,344	)
Construction, land development, land		52,446		53,966		(1,520	)
1-4 family residential properties		77,043		79,911		(2,868	)
Farmland		25,784		25,700		84
Commercial		468,055		469,888		(1,833	)
Factored receivables		201,803		202,837		(1,034	)
Consumer		10,632		10,676		(44	)
Mortgage warehouse		102,363		102,363		—
	$	1,185,301	$	1,202,860	$	(17,559	)

	Recorded		Unpaid
December 31, 2014	Investment		Principal		Difference
Commercial	$	249,164	$	263,060	$	(13,896	)
Construction, land development, land		42,914		44,609		(1,695	)
1-4 family residential properties		78,738		82,263		(3,525	)
Farmland		22,496		22,400		96
Commercial		364,567		366,753		(2,186	)
Factored receivables		180,910		181,817		(907	)
Consumer		11,941		12,012		(71	)
Mortgage warehouse		55,148		55,148		—
	$	1,005,878	$	1,028,062	$	(22,184	)

At September 30, 2015 and December 31, 2014, the Company had $20,708,000 and $18,976,000, respectively, of customer reserves associated with factored receivables. These amounts represent customer reserves held to settle any payment disputes or collection shortfalls, may be used to pay customers’ obligations to various third parties as directed by the customer, are periodically released to or withdrawn by customers, and are reported as deposits in the consolidated balance sheets.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Past Due and Nonacc rual Loans

The following is a summary of contractually past due and nonaccrual loans at September 30, 2015 and December 31, 2014:

			Past Due 90
(Dollars in thousands)	30-89 Days		Days or More
September 30, 2015	Past Due		Still Accruing		Nonaccrual		Total
Commercial real estate	$	230	$	—	$	678	$	908
Construction, land development, land		160		—		—		160
1-4 family residential properties		789		8		533		1,330
Farmland		—		—		—		—
Commercial		4,267		878		2,331		7,476
Factored receivables		8,050		1,311		—		9,361
Consumer		281		—		—		281
Mortgage warehouse		—		—		—		—
PCI		141		—		5,681		5,822
	$	13,918	$	2,197	$	9,223	$	25,338

			Past Due 90
(Dollars in thousands)	30-89 Days		Days or More
December 31, 2014	Past Due		Still Accruing		Nonaccrual		Total
Commercial real estate	$	643	$	—	$	1,995	$	2,638
Construction, land development, land		—		—		—		—
1-4 family residential properties		584		49		638		1,271
Farmland		—		—		—		—
Commercial		114		—		7,188		7,302
Factored receivables		7,202		651		—		7,853
Consumer		296		—		—		296
Mortgage warehouse		—		—		—		—
PCI		260		—		6,206		6,466
	$	9,099	$	700	$	16,027	$	25,826

Credit Quality Information

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

Pass:

Loans classified as pass are loans with low to average risk and not otherwise classified as special mention, substandard or doubtful.

Special Mention:

Loans classified as special mention have low to acceptable risks. Liquidity, asset quality, and debt service coverage are as a whole satisfactory and performance is generally as agreed.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Substandard:

Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the repayment of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful:

Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.

PCI:

At acquisition, PCI loans had the characteristics of substandard loans and it was probable, at acquisition, that all contractually required principal and interest payments would not be collected. The Company evaluates these loans on a projected cash flow basis with this evaluation performed quarterly.

As of September 30, 2015 and December 31, 2014 based on the most recent analysis performed, the risk category of loans is as follows:

(Dollars in thousands)			Special
September 30, 2015	Pass		Mention		Substandard		Doubtful		PCI		Total
Commercial real estate	$	233,839	$	2,073	$	5,704	$	—	$	5,559	$	247,175
Construction, land development, land		51,061		—		—		—		1,385		52,446
1-4 family residential		74,462		—		550		—		2,031		77,043
Farmland		25,784		—		—		—		—		25,784
Commercial		444,461		3,581		15,855		—		4,158		468,055
Factored receivables		200,498		—		621		684		—		201,803
Consumer		10,632		—		—		—		—		10,632
Mortgage warehouse		102,363		—		—		—		—		102,363
	$	1,143,100	$	5,654	$	22,730	$	684	$	13,133	$	1,185,301

(Dollars in thousands)			Special
December 31, 2014	Pass		Mention		Substandard		Doubtful		PCI		Total
Commercial real estate	$	231,627	$	2,344	$	6,603	$	—	$	8,590	$	249,164
Construction, land development, land		41,431		—		—		—		1,483		42,914
1-4 family residential		75,781		77		810		—		2,070		78,738
Farmland		22,496		—		—		—		—		22,496
Commercial		347,534		2,435		10,241		—		4,357		364,567
Factored receivables		179,639		—		350		921		—		180,910
Consumer		11,941		—		—		—		—		11,941
Mortgage warehouse		55,148		—		—		—		—		55,148
	$	965,597	$	4,856	$	18,004	$	921	$	16,500	$	1,005,878

Troubled Debt Restructurings

Troubled debt restructurings and their effects were immaterial as of September 30, 2015 and December 31, 2014 and for the three and nine months ended September 30, 2015 and 2014.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Purchased Credit Impaired Loans

The Company has loans that were acquired, for which there was, at acquisition, evidence of deterioration of credit quality since origination and for which it was probable, at acquisition, that all contractually required payments would not be collected. The outstanding contractually required principal and interest and the carrying amount of these loans included in the balance sheet amounts of loans at September 30, 2015 and December 31, 2014, are as follows:

	September 30,		December 31,
	2015		2014
Contractually required principal and interest:
Real estate loans	$	17,572	$	23,457
Commercial loans		5,815		6,293
Outstanding contractually required principal and interest	$	23,387	$	29,750
Gross carrying amount included in loans receivable	$	13,133	$	16,500

The changes in accretable yield during the three and nine months ended September 30, 2015 and 2014 in regard to loans transferred at acquisition for which it was probable that all contractually required payments would not be collected are as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Accretable yield, beginning balance	$	3,349		$	6,662		$	4,977		$	4,587
Additions		—			482			—			482
Accretion		(1,056	)		(199	)		(3,070	)		(1,957	)
Reclassification from nonaccretable to accretable yield		195			—			780			3,922
Disposals		—			(61	)		(199	)		(150	)
Accretable yield, ending balance	$	2,488		$	6,884		$	2,488		$	6,884

NOTE 5 - GOODWILL AND INTANGIBLE ASSETS

Goodwill and intangible assets consist of the following:

	September 30,		December 31,
(Dollars in thousands)	2015		2014
Goodwill	$	15,968	$	15,968
Core deposit intangibles		9,393		11,218
Other intangible assets		3,634		1,871
	$	28,995	$	29,057

The changes in goodwill and intangible assets during the three and nine months ended September 30, 2015 and 2014 are as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
(Dollars in thousands)	2015			2014			2015			2014
Beginning balance	$	30,174		$	31,043		$	29,057		$	28,518
Acquired goodwill		—			—			—			1,921
Acquired intangibles		—			—			2,776			2,054
Divestiture		—			(514	)		—			(514	)
Amortization of intangibles		(1,179	)		(746	)		(2,838	)		(2,196	)
Ending balance	$	28,995		$	29,783		$	28,995		$	29,783

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 6 – Variable Interest Entities

Collateralized Loan Obligation Funds – Closed

The Company, through its subsidiary, TCA, acts as asset manager to various CLO funds. TCA earns asset management fees in accordance with the terms of its asset management agreements with the CLO funds.

The following table summarizes the closed CLO offerings with assets under management by TCA:

	Offering	Offering
(Dollars in thousands)	Date	Amount
Trinitas CLO I, LTD (Trinitas I)	May 1, 2014	$	400,000
Trinitas CLO II, LTD (Trinitas II)	August 4, 2014	$	416,000
Doral CLO II, LTD (Doral II)	April 26, 2012	$	416,460
Doral CLO III, LTD (Doral III)	December 17, 2012	$	310,800
Trinitas CLO III, LTD (Trinitas III)	June 9, 2015	$	409,375

The securities sold in the CLO offerings were issued in a series of tranches ranging from an AAA rated debt tranche to an unrated tranche of subordinated notes. The Company does not hold any of the securities issued in the CLO offerings. A related party of the Company holds insignificant interests in Trinitas II and Trinitas III.

TCA earned asset management fees totaling $1,744,000 and $3,976,000 for the three and nine months ended September 30, 2015, respectively, and $374,000 and $503,000 for the three and nine months ended September 30, 2014, respectively.

The Company performed a consolidation analysis to confirm whether the Company was required to consolidate the assets, liabilities, equity or operations of the closed CLO funds in its financial statements. The Company concluded that the closed CLO funds are variable interest entities; however, the Company, through TCA, does not hold variable interests in the entities as the Company’s interest in the CLO funds is limited to the asset management fees payable to TCA under their asset management agreements and the interests of its related parties are insignificant. The Company concluded that the asset management fees were not variable interests in the CLO funds as (a) the asset management fees are commensurate with the services provided, (b) the asset management agreements include only terms, conditions, or amounts that are customarily present in arrangements for similar services negotiated on an arm’s-length basis, and (c) the Company does not hold other interests in the CLO funds (including interests held through related parties) that individually or in the aggregate absorb more than an insignificant amount of the CLO funds’ expected losses or receive more than an insignificant amount of the CLO funds’ expected residual returns. Consequently, the Company concluded that it was not required to consolidate the assets, liabilities, equity or operations of the closed CLO funds in its financial statements.

Collateralized Loan Obligation Funds – Warehouse Phase

On July 22, 2015 and September 21, 2015, Trinitas CLO IV, Ltd. (Trinitas IV) and Trinitas CLO V, Ltd. (Trinitas V), respectively, were formed to be the issuers of CLO offerings. Trinitas IV was capitalized with initial third party equity investments of $36,000,000 in addition to the Company’s initial $4,000,000 equity investment and Trinitas V was capitalized with initial third party equity investments of $9,000,000 in addition to the Company’s initial $1,000,000 investment. Each entity entered into a warehouse credit agreement in order to begin acquiring senior secured loan assets that will comprise the initial collateral pool of the CLOs once issued. When finalized, Trinitas IV and Trinitas V will use the proceeds of the debt and equity interests sold in the offering for the final CLO securitization structures to repay the initial warehouse phase debt and equity holders. In the final CLO securitization structures, interest and principal repayment of the leveraged loans held by Trinitas IV and Trinitas V will be used to repay debt holders with any excess cash flows used to provide a return on capital to equity investors. TCA was appointed as asset manager for these entities during their warehousing period. TCA does not earn management or other fees from Trinitas IV or Trinitas V during the warehouse phase.

At September 30, 2015, the Company’s loss exposure to Trinitas IV and Trinitas V is limited to its combined $5,049,000 equity investment in the entities which is classified as other assets within the Company’s consolidated balance sheets and accounted for under the equity method.

The Company performed a consolidation analysis of Trinitas IV and Trinitas V during the warehouse phase and concluded that Trinitas IV and Trinitas V are variable interest entities and that the Company and its related persons hold variable interests in the entities that could potentially be significant to the entities in the form of equity investments in the entities. However, the Company also concluded that due to certain approval and denial powers available to the lender under the warehouse credit facility for Trinitas

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

IV and Trinitas V which provide for shared decision-making powers, the Company does not have the power to direct the activities that most significantly impact the entities’ economic performance. As a result, the Company is not the primary beneficiary and therefore is not required to consolidate the assets, liabilities, equity, or operations of the entities in the Company’s financial statements.

NOTE 7 - Deposits

Deposits at September 30, 2015 and December 31, 2014 are summarized as follows:

(Dollars in thousands)	September 30, 2015		December 31, 2014
Noninterest bearing demand	$	167,931	$	179,848
Interest bearing demand		206,603		236,525
Individual retirement accounts		58,619		55,034
Money market		117,888		117,514
Savings		72,244		70,407
Certificates of deposit		526,732		455,901
Brokered deposits		50,019		50,000
Total Deposits	$	1,200,036	$	1,165,229

At September 30, 2015, scheduled maturities of certificates of deposits, individual retirement accounts and brokered deposits are as follows:

(Dollars in thousands)	September 30, 2015
Within one year	$	444,022
After one but within two years		144,099
After two but within three years		23,886
After three but within four years		14,385
After four but within five years		8,978
Total	$	635,370

Time deposits, including individual retirement accounts, certificates of deposit, and brokered deposits, with individual balances of $250,000 and greater totaled $99,218,000 and $66,366,000 at September 30, 2015 and December 31, 2014, respectively.

NOTE 8 - Legal Contingencies

Various legal claims have arisen from time to time in the normal course of business which, in the opinion of management, will have no material effect on the Company’s consolidated financial statements. The Company does not anticipate any material losses as a result of commitments and contingent liabilities.

Trademark Infringement Lawsuit

On February 18, 2015, a trademark infringement suit was filed in the United States District Court for the Western District of Tennessee Western Division against the Company and certain subsidiaries by Triumph Bancshares, Inc. and Triumph Bank, N.A., asserting that the Company’s use of “Triumph” as part of their trademarks and domain names causes a likelihood of confusion, has caused actual confusion, and infringes plaintiffs’ trademarks. The suit seeks damages as well as an injunction to prevent the use of the name “Triumph” and certain other matters with respect to the Company and its subsidiaries. The Company disagrees with the allegations in the complaint and will defend it vigorously.

NOTE 9 - OFF-BALANCE SHEET LOAN COMMITMENTS

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

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

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

	September 30, 2015				December 31, 2014
(Dollars in thousands)	Fixed Rate		Variable Rate		Fixed Rate		Variable Rate
Commitments to make loans	$	10,313	$	11,500	$	5,192	$	14,600
Unused lines of credit		30,782		214,734		30,369		197,594
Standby letters of credit		1,338		2,000		1,840		1,915

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

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

NOTE 10 - Fair Value Disclosures

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

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

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

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

The methods of determining the fair value of assets and liabilities presented in this note are consistent with our methodologies disclosed in our annual financial statements.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Assets measured at fair value on a recurring basis are summarized in the table below. There were no liabilities measured at fair value on a recurring basis at September 30, 2015 and December 31, 2014.

(Dollars in thousands)	Fair Value Measurements Using						Total
September 30, 2015	Level 1		Level 2		Level 3		Fair Value
Securities available for sale
U.S. Government agency obligations	$	—	$	92,011	$	—	$	92,011
Mortgage-backed securities-residential		—		24,523		—		24,523
Asset backed securities		—		17,804		—		17,804
State and municipal		—		3,396		—		3,396
Corporate bonds		—		18,897		—		18,897
SBA pooled securities		—		189		—		189
	$	—	$	156,820	$	—	$	156,820

Loans held for sale	$	—	$	2,174	$	—	$	2,174

(Dollars in thousands)	Fair Value Measurements Using						Total
December 31, 2014	Level 1		Level 2		Level 3		Fair Value
Securities available for sale
U.S. Government agency obligations	$	—	$	93,841	$	—	$	93,841
Mortgage-backed securities-residential		—		28,878		—		28,878
Asset backed securities		—		18,598		—		18,598
State and municipal		—		3,592		3,269		6,861
Corporate bonds		—		13,636		—		13,636
SBA pooled securities		—		210		—		210
	$	—	$	158,755	$	3,269	$	162,024

Loans held for sale	$	—	$	3,288	$	—	$	3,288

There were no transfers between levels during 2015 or 2014.

At December 31, 2014, the Company classified $3,269,000 of municipal securities as level 3. These securities were called during the nine months ended September 30, 2015.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Assets measured at fair value on a non-recurring basis are summarized in the table below. There were no liabilities measured at fair value on a non-recurring basis at September 30, 2015 and December 31, 2014.

(Dollars in thousands)	Fair Value Measurements Using						Total
September 30, 2015	Level 1		Level 2		Level 3		Fair Value
Impaired loans
Commercial real estate	$	—	$	—	$	432	$	432
1-4 family residential properties		—		—		14		14
Commercial		—		—		1,114		1,114
Factored receivables		—		—		391		391
PCI		—		—		170		170
Other real estate owned ⁽¹⁾
Commercial		—		—		299		299
Construction, land development, land		—		—		713		713
1-4 family residential properties		—		—		92		92
	$	—	$	—	$	3,225	$	3,225

(Dollars in thousands)	Fair Value Measurements Using						Total
December 31, 2014	Level 1		Level 2		Level 3		Fair Value
Impaired loans
Commercial	$	—	$	—	$	1,129	$	1,129
Factored receivables		—		—		238		238
Other real estate owned ⁽¹⁾
Commercial		—		—		2,163		2,163
Construction, land development, land		—		—		1,487		1,487
1-4 family residential properties		—		—		97		97
	$	—	$	—	$	5,114	$	5,114

⁽¹⁾ Represents the fair value of OREO that was adjusted during the period and subsequent to its initial classification as OREO

Impaired Loans with Specific Allocation of ALLL : A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due pursuant to the contractual terms of the loan agreement. Impairment is measured by estimating the fair value of the loan based on the present value of expected cash flows, the market price of the loan, or the underlying fair value of the loan’s collateral. Fair value of the impaired loan’s collateral is determined by third party appraisals, which are then adjusted for the estimated selling and closing costs related to liquidation of the collateral. For this asset class, the actual valuation methods (income, sales comparable, or cost) vary based on the status of the project or property. For example, land is generally based on the sales comparable method while construction is based on the income and/or sales comparable methods. The unobservable inputs may vary depending on the individual assets with no one of the three methods being the predominant approach. The Company reviews the third party appraisal for appropriateness and adjusts the value downward to consider selling and closing costs, which typically range from 5% to 8% of the appraised value of the underlying collateral.

OREO : OREO is comprised of real estate acquired in partial or full satisfaction of loans. OREO is recorded at its estimated fair value less estimated selling and closing costs at the date of transfer, with any excess of the related loan balance over the fair value less expected selling costs is charged to the ALLL. Subsequent changes in fair value are reported as adjustments to the carrying amount and are recorded against earnings. The Company outsources the valuation of OREO with material balances to third party appraisers. For this asset class, the actual valuation methods (income, sales comparable, or cost) vary based on the status of the project or property. For example, land is generally based on the sales comparable method while construction is based on the income and/or sales comparable methods. The unobservable inputs may vary depending on the individual assets with no one of the three methods being the predominant approach. The Company reviews the third party appraisal for appropriateness and adjusts the value downward to consider selling and closing costs, which typically range from 5% to 8% of the appraised value.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The estimated fair values of the Company’s financial instruments at September 30, 2015 and December 31, 2014 were as follows:

(Dollars in thousands)	Carrying		Fair Value Measurements Using						Total
September 30, 2015	Amount		Level 1		Level 2		Level 3		Fair Value
Financial assets:
Cash and cash equivalents	$	115,783	$	115,783	$	—	$	—	$	115,783
Securities - held to maturity		747		—		745		—		745
Loans not previously presented, net		1,171,636		—		—		1,177,106		1,177,106
FHLB and FRB stock		7,992	N/A		N/A		N/A		N/A
Accrued interest receivable		4,962		—		4,962		—		4,962

Financial liabilities:
Deposits		1,200,036		—		1,202,716		—		1,202,716
Customer repurchase agreements		15,584		—		15,584		—		15,584
Federal Home Loan Bank advances		61,000				61,000				61,000
Junior subordinated debentures		24,620		—		24,620		—		24,620
Accrued interest payable		1,092		—		1,092		—		1,092

(Dollars in thousands)	Carrying		Fair Value Measurements Using						Total
December 31, 2014	Amount		Level 1		Level 2		Level 3		Fair Value
Financial assets:
Cash and cash equivalents	$	160,888	$	160,888	$	—	$	—	$	160,888
Securities - held to maturity		745		—		750		—		750
Loans not previously presented, net		995,668		—		—		1,001,548		1,001,548
FHLB and FRB stock		4,903	N/A		N/A		N/A		N/A
Accrued interest receivable		3,727		—		3,727		—		3,727

Financial liabilities:
Deposits		1,165,229		—		1,167,479		—		1,167,479
Customer repurchase agreements		9,282		—		9,282		—		9,282
Federal Home Loan Bank advances		3,000		—		3,000		—		3,000
Junior subordinated debentures		24,423		—		24,423		—		24,423
Accrued interest payable		971		—		971		—		971

NOTE 11 - Regulatory Matters

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

Quantitative measures established by regulations to ensure capital adequacy require the Company, TSB, and TCB to maintain minimum amounts and ratios of total and Tier 1 capital to risk weighted assets, common equity Tier 1 capital to total risk weighted assets, and of Tier 1 capital to average assets.

In July 2013, the U.S. banking regulators adopted a final rule which implements the Basel III regulatory capital reforms from the Basel Committee on Banking Supervision, and certain changes required by the Dodd-Frank Act. The final rule established an integrated regulatory capital framework and introduces the “Standardized Approach” for risk-weighted assets, which replaces the Basel I risk-based guidance for determining risk-weighted assets as of January 1, 2015, the date the Company became subject to the new rules. Based on the Company's current capital composition and levels, the Company believes it is in compliance with the requirements as set forth in the final rules.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The rules include new risk-based capital and leverage ratios, which will be phased in from 2015 to 2019, and refin e the definition of what constitutes “capital” for purposes of calculating those ratios. The new minimum capital level requirements applicable to the Company, TSB and TCB are set forth in the table below. The final rules also establish a “capital conservat ion buffer” of 2.5% above the new regulatory minimum capital requirements. The capital conservation buffer will be phased-in over four years beginning on January 1, 2016 and becoming fully effective on January 1, 2019. Under the final rules, institutions a re subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations establish a maximum percentage of eligible retained income that could be ut ilized for such actions.

The final rules also contain revisions to the prompt corrective action framework, which is designed to place restrictions on insured depository institutions if their capital levels begin to show signs of weakness. Under the prompt corrective action requirements, which are designed to complement the capital conservation buffer, insured depository institutions are now required to meet the new capital level requirements set forth in the table below in order to qualify as “well capitalized.” As of September 30, 2015, TSB’s and TCB’s capital ratios exceeded those levels necessary to be categorized as “well capitalized” under the regulatory framework for prompt corrective action.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The actual capital amounts and ratios for the Company, TSB , and TCB are presented in the following table as of September 30, 2015 and December 31, 2014. For periods beginning on or after January 1, 2015, capital ratios are calculated and presented in accordance with the requirements of Basel III.

					To Be Adequately				To Be Well
					Capitalized Under				Capitalized Under
					Prompt Corrective				Prompt Corrective
(Dollars in thousands)	Actual				Action Provisions				Action Provisions
As of September 30, 2015	Amount		Ratio		Amount		Ratio		Amount		Ratio
Total capital (to risk weighted assets)
Triumph Bancorp, Inc.	$	270,749		20.2%	$	107,166		8.0%	N/A		N/A
Triumph Savings Bank, SSB	$	64,540		13.4%	$	38,470		8.0%	$	48,088		10.0%
Triumph Community Bank	$	136,625		16.5%	$	66,194		8.0%	$	82,742		10.0%

Tier 1 capital (to risk weighted assets)
Triumph Bancorp, Inc.	$	259,068		19.3%	$	80,375		6.0%	N/A		N/A
Triumph Savings Bank, SSB	$	59,728		12.4%	$	28,853		6.0%	$	38,470		8.0%
Triumph Community Bank	$	129,848		15.7%	$	49,645		6.0%	$	66,194		8.0%

Common equity Tier 1 capital (to risk weighted assets)
Triumph Bancorp, Inc.	$	230,116		17.2%	$	60,275		4.5%	N/A		N/A
Triumph Savings Bank, SSB	$	59,728		12.4%	$	21,639		4.5%	$	31,257		6.5%
Triumph Community Bank	$	129,848		15.7%	$	37,234		4.5%	$	53,782		6.5%

Tier 1 capital (to average assets)
Triumph Bancorp, Inc.	$	259,068		16.9%	$	61,436		4.0%	N/A		N/A
Triumph Savings Bank, SSB	$	59,728		11.8%	$	20,307		4.0%	$	25,384		5.0%
Triumph Community Bank	$	129,848		13.2%	$	39,340		4.0%	$	49,175		5.0%

As of December 31, 2014
Total capital (to risk weighted assets)
Triumph Bancorp, Inc.	$	229,509		20.4%	$	90,213		8.0%	N/A		N/A
Triumph Savings Bank, SSB	$	56,013		16.5%	$	27,118		8.0%	$	33,898		10.0%
Triumph Community Bank	$	117,254		15.0%	$	62,547		8.0%	$	78,184		10.0%

Tier 1 capital (to risk weighted assets)
Triumph Bancorp, Inc.	$	220,550		19.6%	$	45,107		4.0%	N/A		N/A
Triumph Savings Bank, SSB	$	52,020		15.3%	$	13,559		4.0%	$	20,339		6.0%
Triumph Community Bank	$	112,289		14.4%	$	31,273		4.0%	$	46,910		6.0%

Tier 1 capital (to average assets)
Triumph Bancorp, Inc.	$	220,550		15.9%	$	55,412		4.0%	N/A		N/A
Triumph Savings Bank, SSB	$	52,020		13.0%	$	15,982		4.0%	$	19,978		5.0%
Triumph Community Bank	$	112,289		11.9%	$	37,812		4.0%	$	47,265		5.0%

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

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 12 – STOCKHOLDERS’ EQUITY

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

	Preferred Stock												Common Stock				Treasury Stock
	Series A						Series B
	September			December			September			December			September		December		September		December
	2015			2014			2015			2014			2015		2014		2015		2014
Number of shares authorized		50,000			50,000			115,000			115,000			50,000,000		50,000,000
Number of shares issued		45,500			45,500			51,956			51,956			18,052,723		17,974,767
Number of shares outstanding		45,500			45,500			51,956			51,956			18,040,072		17,963,783		12,651		10,984
Par value per share	$	0.01		$	0.01		$	0.01		$	0.01		$	0.01	$	0.01
Liquidation preference per share	$	100		$	100		$	100		$	100
Dividend rate	Prime + 2%			Prime + 2%				8.00	%		8.00	%
Dividend rate - floor		8.00	%		8.00	%		8.00	%		8.00	%
Initial dividend payment date	3/31/2013			3/31/2013			12/31/2013			12/31/2013
Subsequent dividend payment dates	Quarterly			Quarterly			Quarterly			Quarterly
Convertible to common stock	Yes			Yes			Yes			Yes
Conversion period	Anytime			Anytime			Anytime			Anytime
Conversion ratio - preferred to common	6.94008			6.94008			6.94008			6.94008

NOTE 13 – STOCK BASED COMPENSATION

Stock based compensation expense that has been charged against income was $846,000 and $2,394,000 for the three and nine month periods ended September 30, 2015, respectively, and $417,000 and $613,000 for the three and nine month periods ended September 30, 2014, respectively.

2014 Omnibus Incentive Plan

In connection with the Company’s initial public offering in November 2014, the Company adopted the 2014 Omnibus Incentive Plan (Omnibus Incentive Plan). The Omnibus Incentive Plan provides for the grant of nonqualified and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other awards that may be settled in, or based upon the value of, the Company’s common stock. The aggregate number of shares of common stock available for issuance under the Omnibus Incentive Plan is 1,200,000 shares. RSAs granted to employees under the Omnibus Incentive Plan typically vest over two to three years.

A summary of changes in the Company’s nonvested RSAs under the Omnibus Incentive Plan for the nine months ended September 30, 2015 were as follows:

				Weighted-Average
				Grant-Date
Nonvested RSAs	Shares			Fair Value
Nonvested at January 1, 2015		252,256		$	14.71
Granted		77,956			13.50
Vested		—			—
Forfeited		(1,667	)		14.63
Nonvested at September 30, 2015		328,545		$	14.42

Compensation expense for RSAs granted under the Omnibus Incentive Program will be recognized over the vesting period of the awards based on the fair value of the stock at the issue date.

As of September 30, 2015, there was $2,113,000 of unrecognized compensation cost related to nonvested RSAs granted under the Omnibus Incentive Plan. The cost is expected to be recognized over a remaining period of 1.48 years.

Amended and Restricted Stock Plan

The Company’s Amended and Restricted Stock Plan (the Terminated Plan) provided for the issuance of up to 750,000 shares of restricted common stock to officers, directors and employees of the Company and its subsidiaries. In August 2014, the Company terminated the plan and approved the immediate and full acceleration of vesting on all remaining nonvested RSUs in anticipation of its

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

contemplated initial public offering. As a result, the Company recognized all remaining unrecognized compensation cost of $417,000 associated with these shares during t he third quarter of 2014.

A summary of changes in the Company’s nonvested RSUs under the Terminated Plan for the nine months ended September 30, 2014 were as follows:

				Weighted-Average
				Grant-Date
Nonvested RSUs	Units			Fair Value
Nonvested at January 1, 2014		26,120		$	10.77
Granted		32,275			14.08
Vested		(58,395	)		12.60
Forfeited		—			—
Nonvested at September 30, 2014		—		$	—

NOTE 14 – EARNINGS PER SHARE

The factors used in the earnings per share computation follow:

	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)	2015		2014		2015		2014
Basic
Net income to common stockholders	$	5,732	$	9,495	$	24,041	$	14,928
Weighted average common shares outstanding		17,711,527		9,872,923		17,711,527		9,850,640
Basic earnings per common share	$	0.32	$	0.96	$	1.36	$	1.52
Diluted
Net income to common stockholders	$	5,732	$	9,495	$	24,041	$	14,928
Dilutive effect of preferred stock		196		197		583		583
Net income to common stockholders - diluted	$	5,928	$	9,692	$	24,624	$	15,511
Weighted average common shares outstanding		17,711,527		9,872,923		17,711,527		9,850,640
Add: Dilutive effects of restricted stock		149,790		—		77,591		6,059
Add: Dilutive effects of assumed exercises of stock warrants		50,153		52,881		36,751		52,881
Add: Dilutive effects of assumed conversion of Preferred A		315,773		315,773		315,773		315,773
Add: Dilutive effects of assumed conversion of Preferred B		360,578		360,578		360,578		360,578
Average shares and dilutive potential common shares		18,587,821		10,602,155		18,502,220		10,585,931
Dilutive earnings per common share	$	0.32	$	0.91	$	1.33	$	1.47

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 15 – BUSINESS SEGMENT INFORMATION

The following table presents the Company’s operating segments. Transactions between segments consist primarily of borrowed funds. Intersegment interest expense is allocated to the Factoring segment based on the Company’s prime rate. The provision for loan loss is allocated based on the segment’s allowance for loan and lease losses determination which considers the effects of charge-offs. Noninterest income and expense directly attributable to a segment are assigned to it. Taxes are paid on a consolidated basis but not allocated for segment purposes The Factoring segment includes only factoring originated by ABC. General factoring services not originated through ABC are included in the Banking segment.

(Dollars in thousands)						Asset
Three Months Ended September 30, 2015	Factoring			Banking		Management		Corporate			Consolidated
Total interest income	$	8,274		$	16,743	$	21	$	265		$	25,303
Intersegment interest allocations		(1,085	)		1,085		—		—			—
Total interest expense		—			1,789		—		283			2,072
Net interest income (expense)		7,189			16,039		21		(18	)		23,231
Provision for loan losses		35			130		—		—			165
Net interest income after provision		7,154			15,909		21		(18	)		23,066
Bargain purchase gain		—			—		1,708		—			1,708
Other noninterest income		445			2,345		1,778		22			4,590
Noninterest expense		4,618			12,680		1,617		1,630			20,545
Operating income (loss)	$	2,981		$	5,574	$	1,890	$	(1,626	)	$	8,819

Total assets	$	189,430		$	1,309,873	$	16,209	$	65,951		$	1,581,463
Gross loans	$	175,689		$	991,032	$	45	$	18,535		$	1,185,301

(Dollars in thousands)						Asset
Three Months Ended September 30, 2014	Factoring			Banking		Management			Corporate			Consolidated
Total interest income	$	7,423		$	14,690	$	—		$	5		$	22,118
Intersegment interest allocations		(990	)		990		—			—			—
Total interest expense		—			1,312		—			411			1,723
Net interest income (expense)		6,433			14,368		—			(406	)		20,395
Provision for loan losses		452			923		—			—			1,375
Net interest income after provision		5,981			13,445		—			(406	)		19,020
Gain on branch sale		—			12,619		—			—			12,619
Other noninterest income		431			2,345		374			35			3,185
Noninterest expense		4,125			12,344		626			1,366			18,461
Operating income (loss)	$	2,287		$	16,065	$	(252	)	$	(1,737	)	$	16,363

Total assets	$	170,088		$	1,155,434	$	801		$	21,475		$	1,347,798
Gross loans	$	158,129		$	819,010	$	—		$	—		$	977,139

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands)						Asset
Nine Months Ended September 30, 2015	Factoring			Banking		Management		Corporate			Consolidated
Total interest income	$	23,777		$	49,166	$	87	$	449		$	73,479
Intersegment interest allocations		(3,011	)		3,011		—		—			—
Total interest expense		—			5,035		10		833			5,878
Net interest income (expense)		20,766			47,142		77		(384	)		67,601
Provision for loan losses		402			2,856		—		93			3,351
Net interest income after provision		20,364			44,286		77		(477	)		64,250
Bargain purchase gain		—			—		14,217		—			14,217
Other noninterest income		1,227			7,637		4,087		558			13,509
Noninterest expense		13,380			37,786		5,053		4,744			60,963
Operating income (loss)	$	8,211		$	14,137	$	13,328	$	(4,663	)	$	31,013

Total assets	$	189,430		$	1,309,873	$	16,209	$	65,951		$	1,581,463
Gross loans	$	175,689		$	991,032	$	45	$	18,535		$	1,185,301

(Dollars in thousands)						Asset
Nine Months Ended September 30, 2014	Factoring			Banking		Management			Corporate			Consolidated
Total interest income	$	19,165		$	44,753	$	—		$	32		$	63,950
Intersegment interest allocations		(2,262	)		2,262		—			—			—
Total interest expense		—			3,590		—			1,229			4,819
Net interest income		16,903			43,425		—			(1,197	)		59,131
Provision for loan losses		1,354			2,693		—			—			4,047
Net interest income after provision		15,549			40,732		—			(1,197	)		55,084
Gain on branch sale		—			12,619		—			—			12,619
Other noninterest income		1,218			6,256		503			450			8,427
Noninterest expense		10,570			34,234		1,700			3,013			49,517
Operating income (loss)	$	6,197		$	25,373	$	(1,197	)	$	(3,760	)	$	26,613

Total assets	$	170,088		$	1,155,434	$	801		$	21,475		$	1,347,798
Gross loans	$	158,129		$	819,010	$	—		$	—		$	977,139

item 2

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

This section presents management’s perspective on our financial condition and results of operations. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Company’s interim consolidated financial statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q and with the consolidated financial statements and accompanying notes and other detailed information appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause results to differ materially from management’s expectations. See the “Forward-Looking Statements” section of this discussion for further information on forward-looking statements.

Overview

We are a financial holding company headquartered in Dallas, Texas and registered under the Bank Holding Company Act. Through our two wholly owned bank subsidiaries, Triumph Savings Bank and Triumph Community Bank, we offer traditional banking services as well as commercial finance product lines focused on businesses that require specialized financial solutions. Effective October 1, 2015, we completed the merger of our two subsidiary banks into a single bank. The combined bank is named TBK Bank, SSB and will continue doing business under the Triumph Savings Bank and Triumph Community Bank names in the markets where we currently operate under such names. Our banking operations include a full suite of lending and deposit products and services focused on our local market areas. These activities generate a stable source of core deposits and a diverse asset base to support our overall operations. Our commercial finance product lines include factoring, asset-based lending, equipment lending and healthcare lending products offered on a nationwide basis. These product offerings supplement the asset generation capacity in our community banking markets and enhance the overall yield of our loan portfolio, enabling us to earn attractive risk-adjusted net interest margins. In addition, through our Triumph Capital Advisors subsidiary, we provide investment management services currently focused on the origination and management of collateralized loan obligations. We believe our integrated business model distinguishes us from other banks and non-bank financial services companies in the markets in which we operate. As of September 30, 2015, we had consolidated total assets of $1.581 billion, total loans held for investment of $1.185 billion, total deposits of $1.200 billion and total stockholders’ equity of $263.9 million.

Most of our products and services share basic processes and have similar economic characteristics. However, our factoring subsidiary operates in a highly specialized niche and earns substantially higher yields on its factored accounts receivable portfolio than our other lending products. This business also has a legacy and structure as a standalone company. In addition, through our Triumph Capital Advisors asset management subsidiary, we provide fee-based asset management services distinct from our traditional banking offerings and operations. As a result, we have determined our reportable segments are Banking, Factoring, Asset Management, and Corporate. For the nine months ended September 30, 2015, our Banking segment generated 65% of our total revenue (comprised of interest and noninterest income, excluding bargain purchase gains), our Factoring segment generated 29% of our total revenue, our Asset Management segment generated 5% of our total revenue, and our Corporate segment generated 1% of our total revenue.

Doral Money, Inc. Acquisition

On February 27, 2015, Triumph Capital Advisors entered into a Purchase and Sale Agreement with the Federal Deposit Insurance Corporation, in its capacity as receiver of Doral Bank, to acquire 100% of the equity of Doral Money, Inc., a subsidiary of Doral Bank, and the management contracts associated with two active collateralized loan obligations with approximately $700 million in assets under management. The consideration transferred in the acquisition consisted of cash paid of $135.9 million and resulted in the recognition of a preliminary pre-tax bargain purchase gain in the amount of $12.5 million. The purpose of the acquisition was to expand our asset management operations.

On February 26, 2015, we entered into a $100.0 million secured term loan credit facility payable to a third party, with an interest rate equal to LIBOR plus 3.5%, and a maturity date of March 31, 2015. We used the proceeds from the loan to partially fund the Doral Money, Inc. acquisition.

The acquisition was completed on March 3, 2015, at which time we repaid the $100.0 million third party secured term loan credit facility in full by delivering the securities issued by the collateralized loan obligations that were acquired from Doral Money, Inc. with an acquisition date fair value of $98.3 million and cash representing security payments received in the amount of $1.7 million.

We recorded measurement period adjustments during the three months ended Septe mber 2015 related to the finalization of income taxes associated with the acquisition. As a result, the overall bargain purchase gain was increased by $1.7 million to $14.2 million, which is reflected in the consolidated statements of income for the three and nine months ended September 30, 2015.

Financial Highlights

The Company’s key financial highlights as of and for the three and nine months ended September 30, 2015, as compared to the prior period, are shown below:

	Three Months Ended September 30,						Nine Months Ended September 30,
(Dollars in thousands, except per share amounts)	2015			2014			2015			2014
Income Statement Data:
Interest income	$	25,303		$	22,118		$	73,479		$	63,950
Interest expense		2,072			1,723			5,878			4,819
Net interest income		23,231			20,395			67,601			59,131
Provision for loan losses		165			1,375			3,351			4,047
Net interest income after provision		23,066			19,020			64,250			55,084
Bargain purchase gain		1,708			—			14,217			—
Gain on branch sale		—			12,619			—			12,619
Other noninterest income		4,590			3,185			13,509			8,427
Noninterest income		6,298			15,804			27,726			21,046
Noninterest expense		20,545			18,461			60,963			49,517
Net income before income taxes		8,819			16,363			31,013			26,613
Income tax expense		2,891			6,089			6,389			9,631
Net income		5,928			10,274			24,624			16,982
Income attributable to noncontrolling interests		—			(582	)		—			(1,471	)
Dividends on preferred stock		(196	)		(197	)		(583	)		(583	)
Net income available to common stockholders	$	5,732		$	9,495		$	24,041		$	14,928

Per Share Data:
Basic earnings per common share	$	0.32		$	0.96		$	1.36		$	1.52
Diluted earnings per common share	$	0.32		$	0.91		$	1.33		$	1.47
Weighted average shares outstanding - basic		17,711,527			9,872,923			17,711,527			9,850,640
Weighted average shares outstanding - diluted		18,587,821			10,602,155			18,502,220			10,585,931

Adjusted Per Share Data ⁽¹⁾ :
Adjusted diluted earnings per common share	$	0.22		$	0.16		$	0.61		$	0.71
Adjusted weighted average shares outstanding - diluted		17,911,470			9,925,804			17,825,869			9,909,580

Performance ratios - Annualized ⁽²⁾ :
Return on average assets		1.50	%		3.01	%		2.18	%		1.71	%
Return on average common equity ⁽¹⁾		9.00	%		26.84	%		13.15	%		15.08	%
Return on average tangible common equity ⁽¹⁾		10.20	%		34.26	%		14.97	%		19.32	%
Return on average total equity		8.96	%		23.16	%		12.95	%		13.46	%
Yield on loans		8.34	%		8.66	%		8.77	%		8.88	%
Adjusted yield on loans ⁽¹⁾		7.96	%		8.03	%		8.32	%		7.84	%
Cost of interest bearing deposits		0.69	%		0.56	%		0.66	%		0.52	%
Cost of total deposits		0.59	%		0.48	%		0.57	%		0.44	%
Cost of total funds		0.64	%		0.59	%		0.63	%		0.56	%
Net interest margin ⁽¹⁾		6.45	%		6.69	%		6.59	%		6.71	%
Adjusted net interest margin ⁽¹⁾		6.14	%		6.19	%		6.23	%		5.89	%
Efficiency ratio ⁽¹⁾		73.85	%		78.29	%		72.97	%		73.30	%
Net noninterest expense to average assets ⁽¹⁾		4.04	%		4.48	%		4.05	%		4.14	%

	September 30,			December 31,
(Dollars in thousands, except per share amounts)	2015			2014
Balance Sheet Data:
Total assets	$	1,581,463		$	1,447,898
Cash and cash equivalents		115,783			160,888
Investment securities		157,567			162,769
Loans held for sale		2,174			3,288
Loans held for investment, net		1,173,757			997,035
Total liabilities		1,317,544			1,210,389
Noninterest bearing deposits		167,931			179,848
Interest bearing deposits		1,032,105			985,381
Junior subordinated debentures		24,620			24,423
Total stockholders’ equity		263,919			237,509
Preferred stockholders' equity		9,746			9,746
Common stockholders' equity ⁽¹⁾		254,173			227,763

Per Share Data:
Book value per share	$	14.09		$	12.68
Tangible book value per share ⁽¹⁾	$	12.48		$	11.06
Shares outstanding end of period		18,040,072			17,963,783

Asset Quality ratios ⁽³⁾ :
Past due to total loans		2.14	%		2.57	%
Nonperforming loans to total loans		0.97	%		1.66	%
Nonperforming assets to total assets		1.12	%		1.73	%
ALLL to nonperforming loans		100.00	%		53.02	%
ALLL to total loans		0.97	%		0.88	%
Net charge-offs to average loans ⁽⁴⁾		0.06	%		0.07	%

Capital ratios ⁽⁵⁾ :
Tier 1 capital to average assets		16.87	%		15.92	%
Tier 1 capital to risk-weighted assets		19.34	%		19.56	%
Common equity Tier 1 capital to risk-weighted assets		17.18	%	N/A
Total capital to risk-weighted assets		20.21	%		20.35	%
Total stockholders' equity to total assets		16.69	%		16.40	%
Tangible common stockholders' equity ratio ⁽¹⁾		14.50	%		14.00	%

⁽¹⁾

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

•

“ Common stockholders’ equity ” is defined as total stockholders’ equity at end of period less the liquidation preference value of the preferred stock.

•

“ Adjusted diluted earnings per common share ” is defined as adjusted net income available to common stockholders divided by adjusted weighted average diluted common shares outstanding. Excluded from net income available to common stockholders are material gains and expenses related to merger and acquisition-related activities, including divestitures, net of tax. In our judgment, the adjustments made to net income available to common stockholders allow management and investors to better assess our performance in relation to our core net income by removing the volatility associated with certain acquisition-related items and other discrete items that are unrelated to our core business. Weighted average diluted common shares outstanding are adjusted as a result of changes in their dilutive properties given the gain and expense adjustments described herein.

•

“ Net interest margin ” is defined as net interest income divided by average interest earning assets.

•

“ Tangible common stockholders’ equity ” is common stockholders’ equity less goodwill and other intangible assets.

•

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

•

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

•

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

•

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

•

“ Efficiency ratio ” is defined as noninterest expenses divided by our operating revenue, which is equal to net interest income plus noninterest income. Also excluded are material gains and expenses related to merger and acquisition-related activities, including divestitures. In our judgment, the adjustments made to operating revenue allow management and investors to better assess our performance in relation to our core operating revenue by removing the volatility associated with certain acquisition-related items and other discrete items that are unrelated to our core business.

•

“Net noninterest expense to average total assets ” is defined as noninterest expenses net of noninterest income divided by total average assets. Excluded are material gains and expenses related to merger and acquisition-related activities, including divestitures. This metric is used by our management to better assess our operating efficiency.

•

“ Adjusted yield on loans ” is our yield on loans after excluding loan accretion from our acquired loan portfolio. Our management uses this metric to better assess the impact of purchase accounting on our yield on loans, as the effect of loan discount accretion is expected to decrease as the acquired loans roll off of our balance sheet.

•

“ Adjusted net interest margin ” is net interest margin after excluding loan accretion from the acquired loan portfolio. Our management uses this metric to better assess the impact of purchase accounting on net interest margin, as the effect of loan discount accretion is expected to decrease as the acquired loans mature or roll off of our balance sheet.

⁽²⁾

Amounts have been annualized.

⁽³⁾

Asset quality ratios exclude loans held for sale.

⁽⁴⁾

Net charge-offs to average loans ratios are for the nine months ended September 30, 2015 and the year ended December 31, 2014.

⁽⁵⁾

Effective January 1, 2015, capital ratios are calculated under the requirements of Basel III.

GAAP Reconciliation of Non-GAAP Financial Measures

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

	Three Months Ended September 30,						Nine Months Ended September 30,
(Dollars in thousands, except per share amounts)	2015			2014			2015			2014
Net income available to common stockholders	$	5,732		$	9,495		$	24,041		$	14,928
Less: gain on branch sale, net of tax		—			7,892			—			7,892
Less: bargain purchase gain, nontaxable		1,708			—			14,217			—
Add: merger and acquisition expenses, net of tax		—			—			158			—
Add: incremental bonus related to acquisition, net of tax		—			—			1,138			—
Less: escrow recovery from DHF, net of tax		—			—			195			—
Adjusted net income available to common stockholders	$	4,024		$	1,603		$	10,925		$	7,036

Weighted average shares outstanding - diluted		18,587,821			10,602,155			18,502,220			10,585,931
Less: adjusted effects of assumed preferred stock conversion		676,351			676,351			676,351			676,351
Adjusted weighted average shares outstanding - diluted		17,911,470			9,925,804			17,825,869			9,909,580
Adjusted diluted earnings per common share	$	0.22		$	0.16		$	0.61		$	0.71

Net income available to common stockholders	$	5,732		$	9,495		$	24,041		$	14,928
Average tangible common equity		222,884			109,944			214,708			103,313
Return on average tangible common equity		10.20	%		34.26	%		14.97	%		19.32	%

Efficiency ratio:
Net interest income	$	23,231		$	20,395		$	67,601		$	59,131
Noninterest income		6,298			15,804			27,726			21,046
Operating revenue		29,529			36,199			95,327			80,177
Less: bargain purchase gain, nontaxable		1,708			—			14,217			—
Less: gain on branch sale		—			12,619			—			12,619
Less: escrow recovery from DHF, pre-tax		—			—			300			—
Adjusted operating revenue	$	27,821		$	23,580		$	80,810		$	67,558

Total noninterest expense	$	20,545		$	18,461		$	60,963		$	49,517
Less: merger and acquisition expenses, pre-tax		—			—			243			—
Less: incremental bonus related to acquisition, pre-tax		—			—			1,750			—
Adjusted noninterest expense	$	20,545		$	18,461		$	58,970		$	49,517
Efficiency ratio		73.85	%		78.29	%		72.97	%		73.30	%

Net noninterest expense to average assets ratio:
Total noninterest expense	$	20,545		$	18,461		$	60,963		$	49,517
Less: merger and acquisition expenses, pre-tax		—			—			243			—
Less: incremental bonus related to acquisition, pre-tax		—			—			1,750			—
Adjusted noninterest expense	$	20,545		$	18,461		$	58,970		$	49,517

Total noninterest income	$	6,298		$	15,804		$	27,726		$	21,046
Less: bargain purchase gain, nontaxable		1,708			—			14,217			—
Less: gain on branch sale		—			12,619			—			12,619
Less: escrow recovery from DHF, pre-tax		—			—			300			—
Adjusted noninterest income		4,590			3,185			13,209			8,427
Adjusted net noninterest expenses	$	15,955		$	15,276		$	45,761		$	41,090
Average Total Assets		1,565,698			1,354,207			1,509,241			1,328,467
Net noninterest expense to average assets ratio		4.04	%		4.48	%		4.05	%		4.14	%

Reported yield on loans		8.34	%		8.66	%		8.77	%		8.88	%
Effect of accretion income on acquired loans		(0.38	%)		(0.63	%)		(0.45	%)		(1.04	%)
Adjusted yield on loans		7.96	%		8.03	%		8.32	%		7.84	%

Reported net interest margin		6.45	%		6.69	%		6.59	%		6.71	%
Effect of accretion income on acquired loans		(0.31	%)		(0.50	%)		(0.36	%)		(0.82	%)
Adjusted net interest margin		6.14	%		6.19	%		6.23	%		5.89	%

	September 30,			December 31,
(Dollars in thousands, except per share amounts)	2015			2014
Total stockholders' equity	$	263,919		$	237,509
Less: Preferred stock liquidation preference		9,746			9,746
Total common stockholders' equity		254,173			227,763
Less: Goodwill and other intangibles		28,995			29,057
Tangible common stockholders' equity	$	225,178		$	198,706
Common shares outstanding		18,040,072			17,963,783
Tangible book value per share	$	12.48		$	11.06

Total assets at end of period	$	1,581,463		$	1,447,898
Less: Goodwill and other intangibles		28,995			29,057
Adjusted total assets at period end	$	1,552,468		$	1,418,841
Tangible common stockholders' equity ratio		14.50	%		14.00	%

Results of Operations

Net Income

Three months ended September 30, 2015 compared with three months ended September 30, 2014. We earned net income of $5.9 million for the three months ended September 30, 2015 compared to $10.3 million for the three months ended September 30, 2014, a decrease of $4.4 million. The decrease was the result of a $9.5 million decrease in noninterest income and a $2.1 million increase in noninterest expense, offset in part by a $2.8 million increase in net interest income, a $1.2 million decrease in the provision for loan losses, and a $3.2 million decrease in income tax expense.

Nine months ended September 30, 2015 compared with nine months ended September 30, 2014. We earned net income of $24.6 million for the nine months ended September 30, 2015 compared to $17.0 million for the nine months ended September 30, 2014, an increase of $7.6 million. The increase was primarily the result of an $8.5 million increase in net interest income, a $6.7 million increase in noninterest income, a $0.7 million decrease in the provision for loan losses, and a $3.2 million decrease in income tax expense, offset in part by an $11.4 million increase in noninterest expense.

These results were impacted by our acquisition of Doral Money, Inc. during the nine months ended September 30, 2015 which resulted in a nontaxable bargain purchase gain in the amount of $14.2 million (of which $1.7 million was recorded as a measurement period adjustment in the three months ended September 30, 2015) included in noninterest income offset by an additional $1.8 million bonus accrual and approximately $0.3 million of transaction costs recorded in connection with the Doral Money, Inc. acquisition and reported as noninterest expense. The results for the three and nine months ended September 30, 2014 were impacted by the recording of a pre-tax gain in the amount of $12.6 million, or $7.9 million net of tax, associated with the sale of our Pewaukee, Wisconsin branch in July 2014. Additional increases in noninterest expense generally reflect both the additional costs associated with operating as a public company as well as operational growth in our factoring, asset-based lending, and equipment lending product lines. The growth of these product lines also contributed to the increase in net interest income as these loans all increased on a period over period basis as a result of the continued execution of our growth strategy for such products.

Excluding the impact of the Doral Money, Inc. acquisition, we earned net income of $11.5 million for the nine months ended September 30, 2015. Excluding the impact of the tax-effected gain associated with the sale of our Pewaukee, Wisconsin branch, we earned net income of $9.1 million for the nine months ended September 30, 2014.

Details of the changes in the various components of net income for the three and nine months ended September 30, 2015 and 2014 are further discussed below.

Net Interest Income

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

Three months ended September 30, 2015 compared with three months ended September 30, 2014. The following table presents the distribution of average assets, liabilities and equity, as well as interest income and fees earned on average interest earning assets and interest expense paid on average interest bea ring liabilities for the three month periods ended September 30, 2015 and 2014:

	Three Months Ended September 30,
	2015							2014
	Average				Average			Average				Average
(Dollars in thousands)	Balance		Interest		Rate			Balance		Interest		Rate
Interest earning assets:
Cash and cash equivalents	$	96,566	$	92		0.38	%	$	55,558	$	50		0.36	%
Taxable securities		154,254		598		1.54	%		159,779		612		1.52	%
Tax-exempt securities		2,554		17		2.64	%		6,569		15		0.91	%
FHLB and FRB stock		6,959		51		2.91	%		6,665		54		3.21	%
Loans ⁽¹⁾		1,167,670		24,545		8.34	%		980,238		21,387		8.66	%
Total interest earning assets		1,428,003		25,303		7.03	%		1,208,809		22,118		7.26	%
Noninterest earning assets:
Cash and cash equivalents		25,785							25,906
Other noninterest earning assets		111,910							119,492
Total assets	$	1,565,698						$	1,354,207
Interest bearing liabilities:
Deposits:
Interest bearing demand	$	211,823	$	32		0.06	%	$	215,862	$	37		0.07	%
Individual retirement accounts		57,227		177		1.23	%		51,942		148		1.13	%
Money market		116,375		66		0.23	%		126,932		75		0.23	%
Savings		72,617		9		0.05	%		73,833		9		0.05	%
Certificates of deposit		509,224		1,354		1.05	%		396,287		920		0.92	%
Brokered deposits		50,002		126		1.00	%		45,235		100		0.88	%
Total deposits		1,017,268		1,764		0.69	%		910,091		1,289		0.56	%
Senior secured note		—		—		—			11,678		134		4.55	%
Junior subordinated debentures		24,580		283		4.57	%		24,320		276		4.50	%
Other borrowings		69,778		25		0.14	%		55,915		24		0.17	%
Total interest bearing liabilities		1,111,626		2,072		0.74	%		1,002,004		1,723		0.68	%
Noninterest bearing liabilities and equity:
Noninterest bearing demand deposits		171,887							162,619
Other liabilities		19,841							13,611
Total equity		262,344							175,973
Total liabilities and equity	$	1,565,698						$	1,354,207
Net interest income			$	23,231						$	20,395
Interest spread ⁽²⁾						6.29	%						6.58	%
Net interest margin ⁽³⁾						6.45	%						6.69	%

⁽¹⁾	Balance totals include respective nonaccrual assets.

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

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

We earned net interest income of $23.2 million for the three months ended September 30, 2015 compared to $20.4 million for the three months ended September 30, 2014, an increase of $2.8 million, or 13.7%. This increase in net interest income was driven by increases in average interest earning assets, which were primarily attributable to growth in our commercial finance product lines, as our factored receivables, TCF asset-based loans, Triumph Healthcare Finance (THF) asset-based loans, and TCF equipment loans all increased on a period over period basis as a result of our continued execution of our growth strategy for such products. In addition, we experienced significant growth in our mortgage warehouse facilities due to increased market activity resulting in higher utilization by our existing clients. Average total interest earning assets increased to $1.428 billion for the three months ended September 30, 2015 from $1.209 billion for the three months ended September 30, 2014, an increase of $219 million, or 18.1%.

The increases in our net intere st income resulting from changes in the interest income generated by our loan portfolio discussed above were offset in part by an increase in our interest expense associated with the growth in customer deposits. Average total interest bearing deposits inc reased to $1.017 billion for the three months ended September 30, 2015 from $910 million for the three months ended September 30, 2014, an increase of $107 million, or 11.8%. This increase was primarily due to growth in our certificates of deposit as thes e higher cost deposit products were used to fund our growth period over period.

Net interest margin decreased to 6.45% for the three months ended September 30, 2015 from 6.69% for the three months ended September 30, 2014, a decrease of 24 basis points.

The decrease in our net interest margin primarily resulted from a decrease in yields on our interest earning assets. Our average yield on earning assets decreased to 7.03% for the three months ended September 30, 2015 from 7.26% for the three months ended September 30, 2014, a decrease of 23 basis points. The decrease was primarily due to the diminishing impact of discount accretion on the loan portfolio yield period over period. The decrease is also due in part to a temporary change in the mix of our interest earning assets as we have recently held higher levels of lower rate cash balances during the three months ended September 30, 2015 resulting from proceeds generated by our initial public offering in November 2014.

A component of the yield on our loan portfolio consists of discount accretion on the Triumph Savings Bank legacy portfolio acquired in connection with our original acquisition of Equity Bank in 2010 and the portfolio acquired in the Triumph Community Bank acquisition in 2013. The aggregate increased yield on our loan portfolio attributable to this discount accretion was 38 basis points for the three months ended September 30, 2015 and 63 basis points for the three months ended September 30, 2014. Excluding the impact of this discount accretion, the adjusted yield on our loan portfolio was 7.96% and 8.03% for the three months ended September 30, 2015 and 2014, respectively. We anticipate that the contribution of this discount accretion to our interest income will continue to decline over time, but we expect that any resulting decreases in aggregate yield on our loan portfolio will be offset in part by continued growth in our higher yielding specialized commercial finance product lines which include our factored receivables, TCF asset-based loans, THF asset-based loans, and TCF equipment loans. As of September 30, 2015, there was approximately $7.4 million of purchase discount remaining that is expected to be accreted over the remaining lives of the acquired Triumph Savings Bank and acquired Triumph Community Bank loan portfolios.

An increase in our average cost of funds also contributed to the decrease in our net interest margin. Our average cost of interest bearing liabilities increased to 0.74% for the three months ended September 30, 2015 from 0.68% for the three months ended September 30, 2014, an increase of 6 basis points. This increase was primarily due to a change in the mix of our interest bearing deposits toward higher rate certificates of deposit and brokered funds as these deposit products were used to assist in funding our growth period over period. In addition, maturing brokered deposits were replaced with new brokered deposits at a higher effective interest rate during the period.

Our adjusted net interest margin, which excludes the impact of the acquired loan discount accretion described above, was 6.14% and 6.19% for the three months ended September 30, 2015 and 2014, respectively.

The following table shows the effects changes in average balances (volume) and average interest r ates (rate) had on the interest earned in our interest earning assets and the interest incurred on our interest bearing liabilities for the three month periods ended September 30, 2015 and 2014:

	Three Months Ended
	September 30, 2015 vs. 2014
	Increase (Decrease) Due to:
(Dollars in thousands)	Rate			Volume			Net Increase
Interest earning assets:
Cash and cash equivalents	$	3		$	39		$	42
Taxable securities		7			(21	)		(14	)
Tax-exempt securities		29			(27	)		2
FHLB and FRB stock		(5	)		2			(3	)
Loans		(782	)		3,940			3,158
Total interest income		(748	)		3,933			3,185
Interest bearing liabilities:
Interest bearing demand		(4	)		(1	)		(5	)
Individual retirement accounts		13			16			29
Money market		(3	)		(6	)		(9	)
Savings		—			—			—
Certificates of deposit		134			300			434
Brokered deposits		14			12			26
Total deposits		154			321			475
Senior secured note		—			(134	)		(134	)
Junior subordinated debentures		4			3			7
Other borrowings		(4	)		5			1
Total interest expense		154			195			349
Change in net interest income	$	(902	)	$	3,738		$	2,836

Nine months ended September 30, 2015 compared with nine months ended September 30, 2014. The following table presents the distribution of average assets, liabilities and equity, as well as interest income and fees earned on average interest earning assets and interest expense paid on average interest bearing liabilities for the nine month periods ended September 30, 2015 and 2014:

	Nine Months Ended September 30,
	2015							2014
	Average				Average			Average				Average
(Dollars in thousands)	Balance		Interest		Rate			Balance		Interest		Rate
Interest earning assets:
Cash and cash equivalents	$	123,621	$	342		0.37	%	$	72,544	$	185		0.34	%
Taxable securities		154,044		1,835		1.59	%		163,372		1,827		1.50	%
Tax-exempt securities		4,023		45		1.50	%		6,918		46		0.89	%
FHLB and FRB stock		5,604		152		3.63	%		6,007		159		3.54	%
Loans ⁽¹⁾		1,083,513		71,105		8.77	%		929,909		61,733		8.88	%
Total interest earning assets		1,370,805		73,479		7.17	%		1,178,750		63,950		7.25	%
Noninterest earning assets:
Cash and cash equivalents		25,559							26,914
Other noninterest earning assets		112,877							122,805
Total assets	$	1,509,241						$	1,328,469
Interest bearing liabilities:
Deposits:
Interest bearing demand	$	227,035	$	101		0.06	%	$	224,425	$	120		0.07	%
Individual retirement accounts		56,131		501		1.19	%		52,637		432		1.10	%
Money market		117,353		199		0.23	%		136,341		234		0.23	%
Savings		72,915		27		0.05	%		73,460		28		0.05	%
Certificates of deposit		487,925		3,797		1.04	%		368,363		2,512		0.91	%
Brokered deposits		50,003		376		1.01	%		51,438		212		0.55	%
Total deposits		1,011,362		5,001		0.66	%		906,664		3,538		0.52	%
Senior secured note		—		—		—			11,990		411		4.58	%
Junior subordinated debentures		24,514		833		4.54	%		24,257		819		4.51	%
Other borrowings		38,156		44		0.15	%		47,641		51		0.14	%
Total interest bearing liabilities		1,074,032		5,878		0.73	%		990,552		4,819		0.65	%
Noninterest bearing liabilities and equity:
Noninterest bearing demand deposits		167,708							158,860
Other liabilities		13,337							10,420
Total equity		254,164							168,637
Total liabilities and equity	$	1,509,241						$	1,328,469
Net interest income			$	67,601						$	59,131
Interest spread ⁽²⁾						6.44	%						6.60	%
Net interest margin ⁽³⁾						6.59	%						6.71	%

⁽¹⁾	Balance totals include respective nonaccrual assets.

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

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

We earned net interest income of $67.6 million for the nine months ended September 30, 2015 compared to $59.1 million for the nine months ended September 30, 2014, an increase of $8.5 million, or 14.4%. This increase in net interest income was driven by increases in average interest earning assets, which were primarily attributable to growth in our commercial finance product lines, as our factored receivables, TCF asset-based loans, THF asset-based loans, and TCF equipment loans all increased on a period over period basis as a result of our continued execution of our growth strategy for such products. In addition, we experienced significant growth in our mortgage warehouse facilities due to increased market activity resulting in higher utilization by our existing clients. Average total interest earning assets increased to $1.371 billion for the nine months ended September 30, 2015 from $1.179 billion for the nine months ended September 30, 2014, an increase of $192 million, or 16.3%.

The growth in net interest income attributable to increases in our average interest earning assets was offset in part by a decrease in our net interest margin. Net interest margin decreased to 6.59% for the nine months ended September 30, 2015 from 6.71% for the nine months ended September 30, 2014, a decrease of 12 basis points.

The decline in our net interest margin was impacted from a decrease in overall yields on our interest earning assets. Our average yield on interest earning assets decreased to 7.17% for the nine months ended September 30, 2015 from 7.25% for the nine months ended September 30, 2014, a decrease of 8 basis points. The decrease was due in part to a temporary change in the mix of our interest earning assets as we have recently held higher levels of lower rate cash balances during the nine months ended September 30, 2015 resulting from proceeds generated by our initial public offering in November 2014. These decreases were more significantly impacted by the diminishing impact of discount accretion on the loan portfolio yield period over period.

A component of the yield on our loan portfolio consists of discount accretion on the Triumph Savings Bank legacy portfolio acquired in connection with our original acquisition of Equity Bank in 2010 and the portfolio acquired in the Triumph Community Bank acquisition in 2013. The aggregate increased yield on our loan portfolio attributable to this discount accretion was 45 basis points for the nine months ended September 30, 2015 and 104 basis points for the nine months ended September 30, 2014. Excluding the impact of this discount accretion, the adjusted yield on our loan portfolio was 8.32% and 7.84% for the nine months ended September 30, 2015 and 2014, respectively, reflecting the period over period growth in our higher yielding specialized commercial finance product lines. We anticipate that the contribution of this discount accretion to our interest income will continue to decline over time, but we expect that any resulting decreases in aggregate yield on our loan portfolio will be offset in part by continued growth in our commercial finance product lines which include our factored receivables, TCF asset-based loans, THF asset-based loans, and TCF equipment loans. As of September 30, 2015, there was approximately $7.4 million of purchase discount remaining that is expected to be accreted over the remaining lives of the acquired Triumph Savings Bank and acquired Triumph Community Bank loan portfolios.

The decline in our net interest margin was also impacted by an increase in our average cost of funds. Our average cost of interest bearing liabilities increased to 0.73% for the nine months ended September 30, 2015 from 0.65% for the nine months ended September 30, 2014, an increase of 8 basis points. This increase was primarily due to a change in the mix of our interest bearing deposits toward higher rate certificates of deposit as these deposit products were used to assist in funding our growth period over period. In addition, maturing brokered deposits were replaced with new brokered deposits at a higher effective interest rate during the period.

Our adjusted net interest margin, which excludes the impact of the acquired loan discount accretion described above, was 6.23% and 5.89% for the nine months ended September 30, 2015 and 2014, respectively.

The following table shows the effects changes in average balances (volume) and average interest rates (rate) had on the interest earned in our interest earning assets and the interest incurred on our interest bearing liabilities for the nine month periods ended September 30, 2015 and 2014:

	Nine Months Ended
	September 30, 2015 vs. 2014
	Increase (Decrease) Due to:
(Dollars in thousands)	Rate			Volume			Net Increase
Interest earning assets:
Cash and cash equivalents	$	16		$	141		$	157
Taxable securities		119			(111	)		8
Tax-exempt securities		31			(32	)		(1	)
FHLB and FRB stock		4			(11	)		(7	)
Loans		(708	)		10,080			9,372
Total interest income		(538	)		10,067			9,529
Interest bearing liabilities:
Interest bearing demand		(20	)		1			(19	)
Individual retirement accounts		38			31			69
Money market		(3	)		(32	)		(35	)
Savings		(1	)		—			(1	)
Certificates of deposit		355			930			1,285
Brokered deposits		175			(11	)		164
Total deposits		544			919			1,463
Senior secured note		—			(411	)		(411	)
Junior subordinated debentures		5			9			14
Other borrowings		4			(11	)		(7	)
Total interest expense		553			506			1,059
Change in net interest income	$	(1,091	)	$	9,561		$	8,470

Provision for Loan Losses

The provision for loan losses is the amount of expense that, based on our judgment, is required to maintain the allowance for loan and lease losses at an adequate level to absorb probable losses inherent in the loan portfolio at the balance sheet date and that, in management’s judgment, is appropriate under GAAP. The determination of the amount of the allowance is complex and involves a high degree of judgment and subjectivity.

Under accounting standards for business combinations, acquired loans are recorded at fair value on the date of acquisition. This fair value adjustment eliminates any of the seller’s allowance for loan loss associated with such loans as of such date as any credit exposure associated with such loans is incorporated into the fair value adjustment. A provision for loan losses is recorded for the emergence of new probable and estimable losses on acquired loans after the acquisition date.

Our provision for loan losses was $0.2 million for the three months ended September 30, 2015 compared to $1.4 million for the three months ended September 30, 2014. We experienced net charge-offs of $0.1 million in the three months ended September 30, 2015 compared to net charge-offs of $0.3 million for the same period in 2014. Decreases in the provision for loan losses were partly the result of a lower loan portfolio growth rate period over period in our factored receivables. The provision for loan losses on factored receivables is primarily driven by the allowance allocation for incurred losses recorded on collectively evaluated factored receivables purchased and outstanding for a period. As factored receivables purchased fluctuate period over period, the associated provision for loan losses typically increases or decreases accordingly. During the three months ended September 30, 2015 factored receivables increased only $2 million from June 30, 2015. During the three months ended September 30, 2014, factored receivables increased approximately $13 million from June 30, 2014. The lower increase in factored receivable balances within the three months ended September 30, 2015 resulted in a lower provision for loan losses compared to the three months ended September 30, 2014. In addition, we were able to reverse a $0.5 million specific reserve that had been previously established earlier in 2015 due to the successful collection of an at-risk factored receivable balance during the three months ended September 30, 2015.

Our provision for loan losses was $3.4 million for the nine months ended September 30, 2015 compared to $4.0 million for the nine months ended September 30, 2014. We experienced net charge-offs of $0.7 million in the nine months ended September 30, 2015 compared to net charge-offs of $0.4 million for the same period in 2014. Decreases in the provision for loan losses were partly the result of a lower loan portfolio growth rate period over period in our factored receivables. The provision for loan losses on factored receivables is primarily driven by the allowance allocation for incurred losses recorded on collectively evaluated factored receivables purchased and outstanding for a period. As factored receivables purchased fluctuate period over period, the associated provision for loan losses typically increases or decreases accordingly. During the nine months ended September 30, 2015 factored receivables increased approximately $21 million from December 31, 2014. During the nine months ended September 30, 2014, factored receivables increased approximately $52 million from December 31, 2013. The lower increase in factored receivable balances within the nine months ended September 30, 2015 resulted in a lower provision for loan losses compared to the nine months ended September 30, 2014.

Our ALLL was $11.5 million as of September 30, 2015 versus $8.8 million as of December 31, 2014, representing an ALLL to total loans ratio of 0.97% and 0.88% respectively.

Noninterest Income

The following table presents the major categories of noninterest income for the three and nine month periods ended September 30, 2015 and 2014:

	Three Months Ended September 30,												Nine Months Ended September 30,
(Dollars in thousands)	2015			2014			$ Change			% Change			2015		2014			$ Change			% Change
Service charges on deposits	$	710		$	811		$	(101	)		(12.5	%)	$	1,988	$	2,363		$	(375	)		(15.9	%)
Card income		574			544			30			5.5	%		1,675		1,582			93			5.9	%
Net OREO gains (losses) and valuation adjustments		(58	)		(11	)		(47	)		(427.3	%)		20		(340	)		360			105.9	%
Net gains on sale of securities		15			10			5			50.0	%		257		26			231			888.5	%
Net gains on sale of loans		363			484			(121	)		(25.0	%)		1,396		1,058			338			31.9	%
Fee income		542			448			94			21.0	%		1,466		1,267			199			15.7	%
Bargain purchase gain		1,708			—			1,708			100.0	%		14,217		—			14,217			100.0	%
Gain on branch sale		—			12,619			(12,619	)		(100.0	%)		—		12,619			(12,619	)		(100.0	%)
Asset management fees		1,744			374			1,370			366.3	%		3,976		503			3,473			690.5	%
Other		700			525			175			33.3	%		2,731		1,968			763			38.8	%
Total noninterest income	$	6,298		$	15,804		$	(9,506	)		(60.1	%)	$	27,726	$	21,046		$	6,680			31.7	%

Three months ended September 30, 2015 compared with three months ended September 30, 2014. We earned noninterest income of $6.3 million for the three months ended September 30, 2015, compared to $15.8 million for the three months ended September 30,

2014, a decrease of $9.5 million. The decrease was primarily due to the prior period realization of a pre-tax gain in the amount of $12.6 million associated with the sale of our Pewaukee, Wisconsin branch in July 2014. This decreas e was offset in part by the Doral Money, Inc. bargain purchase gain measurement period adjustment of $1.7 million recorded during the three months ended September 30, 2015 . Excluding the bargain purchase gain adjustment and the gain on branch sale, we earn ed noninterest income of $4.6 million for the three months ended September 30, 2015 compared to $3.2 million for the three months ended September 30, 2014, an increase of $1.4 million, or 44%. The increase was primarily due to noninterest income earned wi th respect to CLO asset management fees earned by Triumph Capital Advisors.

•

Service Charges on Deposits. Service charges on deposit accounts, including overdraft and non-sufficient fund fees, decreased from $0.8 million for the three months ended September 30, 2014 to $0.7 million for the three months ended September 30, 2015, partially attributed to reductions in the amount of overdraft and insufficient fees charged on transaction accounts period over period.

•

Net Gains on Sale of Loans. Net gains on sale of loans, comprised primarily of residential mortgage loans sold, decreased 25% primarily due to decreased sales activity period over period. Proceeds from loan sales decreased from $22.6 million for the three months ended September 30, 2014 to $16.5 million for the three months ended September 30, 2015.

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Fee Income. Fee income, comprised primarily of fees and service charges earned from services provided to our factoring clients, increased 21% due to the growth experienced in our factored accounts receivable portfolio purchases during the period. Factored accounts receivable purchases increased from $401 million during the three months ended September 30, 2014 to $482 million during the three months ended September 30, 2015.

•

Asset Management Fees. Asset management fees earned by Triumph Capital Advisors increased from $0.4 million for the three months ended September 30, 2014 to $1.7 million for the three months ended September 30, 2015. Triumph Capital Advisors closed additional CLO offerings in August 2014 and June 2015, and assumed two CLO asset management agreements in March 2015 as a result of the Doral Money, Inc. acquisition, which increased its asset management fees on a period over period basis.

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Other. Other income increased from $0.5 million for the three months ended September 30, 2014 to $0.7 million for the three months ended September 30, 2015. Other income includes income for check cashing and wire transfer fees, income associated with trust activities, bank-owned life insurance, and Triumph Insurance Group commissions. There were no significant increases or decreases in the various components of other income period over period.

Nine months ended September 30, 2015 compared with nine months ended September 30, 2014. We earned noninterest income of $27.7 million for the nine months ended September 30, 2015, compared to $21.0 million for the nine months ended September 30, 2014, an increase of $6.7 million. This activity was significantly impacted in the respective periods by the realization of a pre-tax gain in the amount of $12.6 million associated with the sale of our Pewaukee, Wisconsin branch in July 2014 and the realization of a pre-tax bargain purchase gain in the amount of $14.2 million associated with the acquisition of Doral Money, Inc. in March 2015.

Excluding the bargain purchase gain and the gain on branch sale, we earned noninterest income of $13.5 million for the nine months ended September 30, 2015 compared to $8.4 million for the nine months ended September 30, 2014, an increase of $5.1 million, or 61%. The increase was primarily due to noninterest income earned with respect to CLO asset management fees earned by Triumph Capital Advisors.

•

Service Charges on Deposits. Service charges on deposit accounts, including overdraft and non-sufficient fund fees, decreased from $2.4 million for the nine months ended September 30, 2014 to $2.0 million for the nine months ended September 30, 2015, partially attributed to the loss of fees generated from our Pewaukee, Wisconsin branch which was sold in July 2014 as well as reductions in the amount of overdraft and insufficient fees charged on transaction accounts period over period.

•

Net Gains on Sale of Securities. Net gains on sale of securities for the nine months ended September 30, 2015 were the result of the sale of approximately $17.6 million of securities for a gain of $0.3 million as part of our ongoing securities portfolio management. We sold approximately $10.9 million of securities for a minimal net gain during the nine months ended September 30, 2014.

•

Net Gains on Sale of Loans. Net gains on sale of loans, comprised primarily of residential mortgage loans sold, increased 32% due to increased sales activity period over period as well as improved pricing on the residential mortgage loans being sold. Proceeds from loan sales increased from $48.6 million for the nine months ended September 30, 2014 to $53.0 million for the nine months ended September 30, 2015.

•

Fee Income. Fee income, comprised primarily of fees and service cha rges earned from services provided to our factoring clients, increased 16% due to the growth experienced in our factored accounts receivable portfolio purchases during the period. Factored accounts receivable purchases increased from $1.048 billion during the nine months ended September 30, 2014 to $1.353 billion during the nine months ended September 30, 2015.

•

Asset Management Fees. Asset management fees earned by Triumph Capital Advisors increased from $0.5 million for the nine months ended September 30, 2014 to $4.0 million for the nine months ended September 30, 2015. Triumph Capital Advisors closed additional CLO offerings in August 2014 and June 2015, and assumed two CLO asset management agreements in March 2015 as a result of the Doral Money, Inc. acquisition, which increased its asset management fees on a period over period basis.

•

Other. Other income increased from $2.0 million for the nine months ended September 30, 2014 to $2.7 million for the nine months ended September 30, 2015. Other income includes income for check cashing and wire transfer fees, income associated with trust activities, bank-owned life insurance, and Triumph Insurance Group commissions. There were no significant increases or decreases in the various components of other income period over period.

Noninterest Expense

The following table presents the major categories of noninterest expense for the three and nine month periods ended September 30, 2015 and 2014:

	Three Months Ended September 30,										Nine Months Ended September 30,
(Dollars in thousands)	2015		2014		$ Change			% Change			2015		2014		$ Change			% Change
Salaries and employee benefits	$	12,416	$	11,032	$	1,384			12.5	%	$	37,727	$	29,379	$	8,348			28.4	%
Occupancy, furniture and equipment		1,575		1,319		256			19.4	%		4,702		4,044		658			16.3	%
FDIC insurance and other regulatory assessments		252		280		(28	)		(10.0	%)		786		821		(35	)		(4.3	%)
Professional fees		1,344		1,043		301			28.9	%		3,523		2,428		1,095			45.1	%
Amortization of intangible assets		1,179		746		433			58.0	%		2,838		2,196		642			29.2	%
Advertising and promotion		618		1,102		(484	)		(43.9	%)		1,687		2,228		(541	)		(24.3	%)
Communications and technology		951		954		(3	)		(0.3	%)		2,764		2,787		(23	)		(0.8	%)
Other		2,210		1,985		225			11.3	%		6,936		5,634		1,302			23.1	%
Total noninterest expense	$	20,545	$	18,461	$	2,084			11.3	%	$	60,963	$	49,517	$	11,446			23.1	%

Three months ended September 30, 2015 compared with three months ended September 30, 2014. Noninterest expense totaled $20.5 million for the three months ended September 30, 2015 compared to $18.5 million for the three months ended September 30, 2014, an increase of $2.0 million. This increase is primarily attributable to continuing investments made in personnel and infrastructure to support growth in organically generated product lines and other strategic initiatives.

•

Salaries and Employee Benefits. Salaries and employee benefits expenses have historically been our largest category of noninterest expense. Salaries and employee benefits expenses were $12.4 million for the three months ended September 30, 2015 compared to $11.0 million for the three months ended September 30, 2014, an increase of $1.4 million. This increase is attributable to several factors. We experienced a 9.0% increase in the total size of our workforce between these periods as our full-time equivalent employees totaled 496.5 and 455.5 at September 30, 2015 and 2014, respectively. Sources of this increased headcount include employees hired to support our operation as a public company as well as additional employees hired to support growth in our commercial finance product lines and other strategic initiatives, including our asset management business. Other factors contributing to this increase include merit increases for existing employees, higher health insurance benefit costs, incentive compensation, 401(k) expense, and higher stock based compensation expense in the three months ended September 30, 2015 related to the amortization of restricted stock awards issued upon the Company’s initial public offering.

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Occupancy, Furniture and Equipment. Occupancy, furniture and equipment expenses were $1.6 million for the three months ended September 30, 2015 compared to $1.3 million for the three months ended September 30, 2014, an increase of $0.3 million. This increase is primarily attributable to the costs associated with the expansion of our corporate headquarters, including utilities, rent, depreciation and other occupancy expenses.

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Professional Fees. Professional fees are primarily comprised of external audit, tax, consulting, and legal fees and were $1.3 million for the three months ended September 30, 2015 compared to $1.0 million for the three months ended September 30, 2014, an increase of $0.3 million. This increase is partially attributable to expenses associated with ongoing external audit, legal, and consulting fees as a result of our transition to being a public company.

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Amortization of Intangibles. Amortization of intangible assets was $1.2 million for the three months ended September 30, 2015 compared to $0.7 million for the three months ended September 30 , 2014, an increase of $0.5 million. The increase is primarily due to the amortization of intangible assets recorded in conjunction with our acquisition of Doral Money, Inc. in March 2015. During the three months ended September 30, 2015, we adjusted the estimated remaining life of one of the acquired Doral Money, Inc. CLO contracts, which increased the intangible asset amortization associated with this contract recorded during the three months ended September 30, 2015. The remaining lives of CLO managem ent contracts and the related intangible asset amortization periods depend upon several factors, many of which are out of our control, and can change on a quarter-over-quarter basis. As of September 30, 2015, we had total intangible assets with a recorded balance of $13.0 million, with remaining amortization of $1.1 million scheduled in the fourth quarter of 2015, $3.1 million of amortization scheduled in fiscal year 2016, and the remaining $8.8 million of amortization scheduled thereafter.

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Advertising and Promotion. Advertising and promotion expenses were $0.6 million for the three months ended September 30, 2015 compared to $1.1 million for the three months ended September 30, 2014, a decrease of $0.5 million. This decrease is primarily attributed to $0.8 million of costs incurred during the three months ended September 30, 2014 associated with marketing initiatives related to Triumph Business Capital and Triumph Community Bank in the prior year.

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Other. Increases experienced in other noninterest expense items in the three months ended September 30, 2015 versus the three months ended September 30, 2014 are generally attributable to the impact of continued growth of our business and workforce and include increases in loan-related expenses, training and recruiting, postage, insurance, business travel, and subscription expenses.

Nine months ended September 30, 2015 compared with nine months ended September 30, 2014. Noninterest expense totaled $61.0 million for the nine months ended September 30, 2015 compared to $49.5 million for the nine months ended September 30, 2014, an increase of $11.5 million. This increase is attributable to continuing investments made in personnel and infrastructure to support growth in organically generated product lines and other strategic initiatives.

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Salaries and Employee Benefits. Salaries and employee benefits expenses have historically been our largest category of noninterest expense. Salaries and employee benefits expenses were $37.7 million for the nine months ended September 30, 2015 compared to $29.4 million for the nine months ended September 30, 2014, an increase of $8.3 million. This increase is attributable to several factors. We experienced a 9.0% increase in the total size of our workforce between these periods as our full-time equivalent employees totaled 496.5 and 455.5 at September 30, 2015 and 2014, respectively. Sources of this increased headcount include employees hired to support our operation as a public company, employees added through our acquisition of Doral Healthcare Finance, as well as additional employees hired to support growth in our commercial finance product lines and other strategic initiatives, including our asset management business. This increase was also impacted by the accrual of an incremental $1.8 million bonus expense during the nine months ended September 30, 2015 for the anticipated amount expected to be paid to team members to recognize their contribution to the Doral Money, Inc. acquisition. Other factors contributing to this increase include merit increases for existing employees, higher health insurance benefit costs, incentive compensation, 401(k) expense, and higher stock based compensation expense in the nine months ended September 30, 2015 related to the amortization of restricted stock awards issued upon the Company’s initial public offering.

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Occupancy, Furniture and Equipment. Occupancy, furniture and equipment expenses were $4.7 million for the nine months ended September 30, 2015 compared to $4.0 million for the nine months ended September 30, 2014, an increase of $0.7 million. This increase is primarily attributable to the costs associated with the expansion of our corporate headquarters, including utilities, rent, depreciation and other occupancy expenses.

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Professional Fees. Professional fees are primarily comprised of external audit, tax, consulting, and legal fees and were $3.5 million for the nine months ended September 30, 2015 compared to $2.4 million for the nine months ended September 30, 2014, an increase of $1.1 million. This increase is partially attributable to approximately $0.2 million of professional fees associated with the Company’s acquisition of Doral Money, Inc. during the nine months ended September 30, 2015. In addition, incremental costs were incurred for increased expenses associated with ongoing external audit, legal, and consulting fees as a result of our transition to being a public company.

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Amortization of Intangibles. Amortization of intangible assets was $2.8 million for the nine months ended September 30, 2015 compared to $2.2 million for the nine months ended September 30, 2014, an increase of $0.6 million. The increase is primarily due to the amortization of intangible assets recorded in conjunction with our acquisitions of Doral Healthcare Finance in June 2014 and of Doral Money, Inc. in March 2015. As of September 30, 2015, we had intangible assets with a recorded balance of $13.0 million, with remaining amortization of $1.1 million scheduled in the fourth quarter of 2015, $3.1 million of amortization scheduled in fiscal year 2016, and the remaining $8.8 million of amortization scheduled thereafter.

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Advertising and Promotion. Advertising and promotion expenses were $1.7 million for the nine months ended September 30, 2015 compared to $2.2 million for the nine months ended September 30, 2014, a decr ease of $0.5 million. This decrease is primarily attributed to $0.8 million of costs incurred during the nine months ended September 30, 2014 associated with marketing initiatives related to Triumph Business Capital and Triumph Community Bank in the prior year

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Other. Increases experienced in other noninterest expense items in the nine months ended September 30, 2015 versus the nine months ended September 30, 2014 are generally attributable to the impact of continued growth of our business and workforce and include increases in loan-related expenses, training and recruiting, postage, insurance, business travel, and subscription expenses.

Income Taxes

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

Income tax expense for the three months ended September 30, 2015 was $2.9 million compared to $6.1 million for the three months ended September 30, 2014. The effective tax rate for the three months ended September 30, 2015 was 33% compared to 37% for the three months ended September 30, 2014. The lower effective tax rate for the three months ended September 30, 2015 reflects the increase in nontaxable income attributed to the $1.7 million bargain purchase gain measurement period adjustment associated with the Doral Money, Inc. acquisition. Excluding the impact of the bargain purchase gain, our effective tax rate for the three months ended September 30, 2015 was 41%, which includes the establishment of a $0.1 million valuation allowance on our deferred tax asset associated with certain state net operating losses we no longer believe will be realized. In addition, due to increasing levels of estimated taxable income, we increased our estimated effective tax rate on a year-to-date basis resulting in an additional $0.1 million of income tax expense in the three months ended September 30, 2015.

Income tax expense was $6.4 million for the nine months ended September 30, 2015 compared to $9.6 million for the nine months ended September 30, 2014. The effective tax rate for the nine months ended September 30, 2015 was 21% compared to 36% for the nine months ended September 30, 2014. The lower effective tax rate for the nine months ended September 30, 2015 reflects the significant increase in nontaxable income attributed to the $14.2 million bargain purchase gain associated with the Doral Money, Inc. acquisition.

Operating Segment Results

Our reportable segments are Factoring, Banking, Asset Management, and Corporate which have been determined based upon their business processes and economic characteristics. This determination also gave consideration to the structure and management of various product lines. The Factoring segment includes the operations of Advance Business Capital with revenue derived from factoring services. The Banking segment includes the operations of Triumph Savings Bank and Triumph Community Bank. Our Banking segment derives its revenue principally from investments in interest earning assets as well as noninterest income typical for the banking industry. The Banking segment also includes certain factored receivables which are purchased by Triumph Savings Bank under its Triumph Commercial Finance (TCF) brand as opposed to Advance Business Capital. The Asset Management segment includes the operations of Triumph Capital Advisors with revenue derived from fees for managing collateralized loan obligation funds. Corporate includes holding company financing and investment activities and management and administrative expenses to support the overall operations of the Company.

Reported segments and the financial information of the reported segments are not necessarily comparable with similar information reported by other financial institutions. Furthermore, changes in management structure or allocation methodologies and procedures may result in future changes to previously reported segment financial data. Transactions between segments consist primarily of borrowed funds. Intersegment interest expense is allocated to the Factoring segment based on the Company’s prime rate. The provision for loan loss is allocated based on the segment’s ALLL determination which considers the effects of charge-offs. Noninterest income and expense directly attributable to a segment are assigned to it. Taxes are paid on a consolidated basis and are not allocated for segment purposes. Certain factored receivables not originated through Advance Business Capital are included in the Banking segment.

Our asset management business, the results of which were previously included in our Corporate reporting segment, met the quantitative thresholds for presentation as a separate reporting segment beginning in 2015. The discussions below reflect the updated asset management reporting segment and all prior period comparisons have been conformed and are consistent with the presentation of financial information to management.

Three months ended September 30, 2015 compared with three months ended S eptember 30, 2014 . The following tables present our primary operating results for our operating segments as of and for the three month periods ended September 30, 2015 and 2014, respectively.

(Dollars in thousands)						Asset
Three Months Ended September 30, 2015	Factoring			Banking		Management		Corporate			Consolidated
Total interest income	$	8,274		$	16,743	$	21	$	265		$	25,303
Intersegment interest allocations		(1,085	)		1,085		—		—			—
Total interest expense		—			1,789		—		283			2,072
Net interest income (expense)		7,189			16,039		21		(18	)		23,231
Provision for loan losses		35			130		—		—			165
Net interest income after provision		7,154			15,909		21		(18	)		23,066
Bargain purchase gain		—			—		1,708		—			1,708
Other noninterest income		445			2,345		1,778		22			4,590
Noninterest expense		4,618			12,680		1,617		1,630			20,545
Operating income (loss)	$	2,981		$	5,574	$	1,890	$	(1,626	)	$	8,819

Total assets	$	189,430		$	1,309,873	$	16,209	$	65,951		$	1,581,463
Gross loans	$	175,689		$	991,032	$	45	$	18,535		$	1,185,301

(Dollars in thousands)						Asset
Three Months Ended September 30, 2014	Factoring			Banking		Management			Corporate			Consolidated
Total interest income	$	7,423		$	14,690	$	—		$	5		$	22,118
Intersegment interest allocations		(990	)		990		—			—			—
Total interest expense		—			1,312		—			411			1,723
Net interest income (expense)		6,433			14,368		—			(406	)		20,395
Provision for loan losses		452			923		—			—			1,375
Net interest income after provision		5,981			13,445		—			(406	)		19,020
Gain on branch sale		—			12,619		—			—			12,619
Other noninterest income		431			2,345		374			35			3,185
Noninterest expense		4,125			12,344		626			1,366			18,461
Operating income (loss)	$	2,287		$	16,065	$	(252	)	$	(1,737	)	$	16,363

Total assets	$	170,088		$	1,155,434	$	801		$	21,475		$	1,347,798
Gross loans	$	158,129		$	819,010	$	—		$	—		$	977,139

Factoring

Our Factoring segment’s operating income for the three months ended September 30, 2015 was $3.0 million, compared with $2.3 million for the three months ended September 30, 2014, an increase of $0.7 million. This increase was due to growth in interest and noninterest income as factored receivables in our Factoring segment grew 11% from $158.1 million as of September 30, 2014 to $175.7 million as of September 30, 2015. Growth experienced in our factoring portfolio resulted from continued execution of our growth strategy for such product and increased marketing efforts and growth initiatives during the period, offset in part by decreased dollar volumes of total invoices purchased in 2015 due to lower fuel prices and related average invoice size reductions. Our factored accounts receivable purchases increased 10% from $379 million during the three months ended September 30, 2014 to $418 million during the three months ended September 30, 2015. This increase in income from the growth in our portfolio was offset in part by the increased variable expenses associated with this growth, mostly personnel costs required to service our larger portfolio.

Net interest income was $7.2 million for the three months ended September 30, 2015 compared to $6.4 million for the three months ended September 30, 2014, an increase of $0.8 million, driven by growth in our portfolio which more than offset the increased intersegment interest allocation attributable to this growth.

Noninterest expense was $4.6 million for the three months ended September 30, 2015 compared with $4.1 million for the three months ended September 30, 2014, driven primarily by increased personnel and operating costs incurred in connection with growth in our factoring portfolio.

Our provisio n for loan losses was negligible for the three months ended September 30, 2015 compared with $0.5 million for the three months ended September 30, 2014. The provision for loan losses on factored receivables is primarily driven by the allowance allocation f or incurred losses recorded on collectively evaluated factored receivables purchased and outstanding for a period. As factored receivables purchased fluctuate period over period, the associated provision for loan losses typically increases or decreases ac cordingly. In addition, loan loss valuation allowances are recorded on specific at-risk balances, typically consisting of invoices greater than 90 days past due with negative cash reserves. The lower provision in the three months ended September 30, 2015 compared to the three months ended September 30, 2014 was primarily due to specific reserves on at-risk balances recorded during the three months ended September 30, 2014. During the three months ended September 30, 2015 factored receivables increased ap proximately $33 million from June 30, 2015. During the three months ended September 30, 2014, factored receivables increased approximately $38 million from June 30, 2014. The increases within each period were relatively comparable resulting in minimal im pact on the provision for loan losses due to volumes.

Banking

Our Banking segment’s operating income totaled $5.6 million for the three months ended September 30, 2015 compared to operating income of $16.1 million for the three months ended September 30, 2014. The operating income for the three months ended September 30, 2014 was significantly impacted by the recording of a pre-tax gain in the amount of $12.6 million, or $7.9 million net of tax, associated with the sale of our Pewaukee, Wisconsin branch. Excluding the tax-effected gain on branch sale, the Banking segment reported operating income of $8.2 million for the three months ended September 30, 2014. We experienced an increase in net interest income from $14.4 million for the three months ended September 30, 2014 to $16.0 million for the three months ended September 30, 2015 and an improvement in our provision for loan losses. These increases were offset by increases in noninterest expenses period over period.

This increase in net interest income was primarily the result of increases in the balances of our interest earning assets, primarily loans, due to the continued growth of our commercial finance products, including equipment loans, general asset-based loans, and healthcare asset-based loans. Outstanding loans in our Banking segment grew 21% from $819.0 million as of September 30, 2014 to $991.0 million as of September 30, 2015.

Our provision for loan losses was $0.1 million for the three months ended September 30, 2015 compared with $0.9 million for the three months ended September 30, 2014, primarily the result of the reversal of a $0.5 million specific reserve that had been previously established earlier in 2015 due to the successful collection of a Banking segment at-risk factored receivable balance during the three months ended September 30, 2015. The remaining decrease is attributable to changes in loan volumes and mix in establishing our allowance for loan and lease losses.

Noninterest expense was $12.7 million for the three months ended September 30, 2015, compared with $12.3 million for the three months ended September 30, 2014, an increase of $0.4 million driven by increased operating expenses in personnel, facilities and infrastructure to support the continued growth in our equipment and asset-based lending as well as merit increases for existing employees, higher health insurance benefit costs, incentive compensation, and 401(k) expense.

Asset Management

Our Asset Management segment’s operating income totaled $1.9 million for the three months ended September 30, 2015 compared to an operating loss of $0.3 million for the three months ended September 30, 2014. This increase was significantly impacted by the Doral Money, Inc. bargain purchase gain measurement period adjustment of $1.7 million recorded during the three months ended September 30, 2015. Excluding the bargain purchase gain adjustment, the Asset Management segment reported operating income of $0.2 million. Included in this result is an increase of $1.3 million related to asset management fees earned by Triumph Capital Advisors which closed additional CLO offerings in August 2014 and June 2015, and assumed CLO asset management contracts in the March 2015 Doral Money, Inc. acquisition. These increases were offset in part by an increase in noninterest expenses of $1.0 million from $0.6 million for the three months ended September 30, 2014 to $1.6 million for the three months ended September 30, 2015. The increased noninterest expenses were primarily related to the amortization of intangible assets recorded in conjunction with our acquisition of Doral Money, Inc. as well as increases in personnel costs to support the growth in this segment.

Corporate

The Corporate segment’s operating loss totaled $1.6 million for the three months ended September 30, 2015, compared with an operating loss of $1.7 million for the three months ended September 30, 2014. Included in this result is an increase of $0.2 million in operating expenses for the three months ended September 30, 2015, related primarily to increases in management and administrative expenses at the holding company level not attributable to an operating segment in conjunction with our transition to being a public company. The increase in total assets and gross loans at the holding company is primarily due to the net proceeds of $83.8 million resulting from the consummation of our initial public offering in November 2014. A portion of the offering proceeds were invested in $18.6 million of shared national credits during the second quarter of 2015.

Nine months ended September 30, 2015 compared with nine months ended September 30, 2014 . The following tables present our primary operating results for our operating segments as of and for the nine month periods ended September 30, 20 15 and 2014, respectively.

(Dollars in thousands)						Asset
Nine Months Ended September 30, 2015	Factoring			Banking		Management		Corporate			Consolidated
Total interest income	$	23,777		$	49,166	$	87	$	449		$	73,479
Intersegment interest allocations		(3,011	)		3,011		—		—			—
Total interest expense		—			5,035		10		833			5,878
Net interest income (expense)		20,766			47,142		77		(384	)		67,601
Provision for loan losses		402			2,856		—		93			3,351
Net interest income after provision		20,364			44,286		77		(477	)		64,250
Bargain purchase gain		—			—		14,217		—			14,217
Other noninterest income		1,227			7,637		4,087		558			13,509
Noninterest expense		13,380			37,786		5,053		4,744			60,963
Operating income (loss)	$	8,211		$	14,137	$	13,328	$	(4,663	)	$	31,013

Total assets	$	189,430		$	1,309,873	$	16,209	$	65,951		$	1,581,463
Gross loans	$	175,689		$	991,032	$	45	$	18,535		$	1,185,301

(Dollars in thousands)						Asset
Nine Months Ended September 30, 2014	Factoring			Banking		Management			Corporate			Consolidated
Total interest income	$	19,165		$	44,753	$	—		$	32		$	63,950
Intersegment interest allocations		(2,262	)		2,262		—			—			—
Total interest expense		—			3,590		—			1,229			4,819
Net interest income		16,903			43,425		—			(1,197	)		59,131
Provision for loan losses		1,354			2,693		—			—			4,047
Net interest income after provision		15,549			40,732		—			(1,197	)		55,084
Gain on branch sale		—			12,619		—			—			12,619
Other noninterest income		1,218			6,256		503			450			8,427
Noninterest expense		10,570			34,234		1,700			3,013			49,517
Operating income (loss)	$	6,197		$	25,373	$	(1,197	)	$	(3,760	)	$	26,613

Total assets	$	170,088		$	1,155,434	$	801		$	21,475		$	1,347,798
Gross loans	$	158,129		$	819,010	$	—		$	—		$	977,139

Factoring

Our Factoring segment’s operating income for the nine months ended September 30, 2015 was $8.2 million, compared with $6.2 million for the nine months ended September 30, 2014, an increase of $2.0 million. This increase was due to growth in interest and noninterest income as factored receivables in our Factoring segment grew 11% from $158.1 million as of September 30, 2014 to $175.7 million as of September 30, 2015. Growth experienced in our factoring portfolio resulted from continued execution of our growth strategy for such product and increased marketing efforts and growth initiatives during the period, offset in part by decreased dollar volumes of total invoices purchased in 2015 due to lower fuel prices and related average invoice size reductions. Our factored accounts receivable purchases increased 20% from $999 million during the nine months ended September 30, 2014 to $1.200 billion during the nine months ended September 30, 2015. This increase in income from the growth in our portfolio was offset in part by the increased variable expenses associated with this growth, mostly personnel costs required to service our larger portfolio.

Net interest income was $20.8 million for the nine months ended September 30, 2015 compared to $16.9 million for the nine months ended September 30, 2014, an increase of $3.9 million, driven by growth in our portfolio which more than offset the increased intersegment interest allocation attributable to this growth.

Noninterest expense was $13.4 million for the nine months ended September 30, 2015 compared with $10.6 million for the nine months ended September 30, 2014, driven primarily by increased personnel and operating costs incurred in connection with growth in our factoring portfolio.

Our provision for loan losses was $0.4 million for the nine months ended September 30, 2015 compared with $1.4 million for the nine months ended September 30, 2014. The provision for loan losses on factored receivables is primarily driven by the allowance allocation for incurred losses recorded on collectively evaluated factored receivables purchased and outstanding for a period. As factored receivables purchased fluctua te period over period, the associated provision for loan losses typically increases or decreases accordingly. In addition, loan loss valuation allowances are recorded on specific at-risk balances, typically consisting of invoices greater than 90 days past due with negative cash reserves. The decreased provision in the nine months ended September 30, 2015, despite the growth in our factored receivable balances from September 30, 2014 to September 30, 2015, was due to variances in purchased factored receiva bles during the nine months ended September 30, 2015 and 2014. During the nine months ended September 30, 2015 factored receivables increased only $5 million from December 31, 2014. During the nine months ended September 30, 2014, factored receivables in creased approximately $50 million from December 31, 2013. The higher increase in factored receivable balances within the nine month period ended September 30, 2014 resulted in a higher provision for loan losses compared to the nine months ended September 30, 2015.

Banking

Our Banking segment’s operating income totaled $14.1 million for the nine months ended September 30, 2015 compared to operating income of $25.4 million for the nine months ended September 30, 2014. The operating income for the nine months ended September 30, 2014 was significantly impacted by the recording of a pre-tax gain in the amount of $12.6 million associated with the sale of our Pewaukee, Wisconsin branch. Excluding the tax-effected gain on branch sale, the Banking segment reported operating income of $17.5 million for the nine months ended September 30, 2014. We experienced an increase in net interest income from $43.4 million for the nine months ended September 30, 2014 to $47.1 million for the nine months ended September 30, 2015. In addition, other noninterest income increased from $6.3 million for the nine months ended September 30, 2014 to $7.6 million for the nine months ended September 30, 2015. These increases were offset in part by increases in the provision for loan losses and noninterest expenses period over period.

The increase in noninterest income was primarily due to noninterest income earned by increased gains realized on sales of residential mortgage loans, investment securities, and OREO.

Our provision for loan losses was $2.9 million for the nine months ended September 30, 2015 compared with $2.7 million for the nine months ended September 30, 2014, reflecting the growth in our banking loan portfolio period over period.

Noninterest expense was $37.8 million for the nine months ended September 30, 2015, compared with $34.2 million for the nine months ended September 30, 2014, an increase of $3.6 million driven by increased operating expenses in personnel, facilities and infrastructure to support the continued growth in our asset-based lending and equipment lending as well as merit increases for existing employees, higher health insurance benefit costs, incentive compensation, and 401(k) expense.

Asset Management

Our Asset Management segment’s operating income totaled $13.3 million for the nine months ended September 30, 2015 compared to an operating loss of $1.2 million for the nine months ended September 30, 2014. This increase was significantly impacted by the recording of a pre-tax bargain purchase gain in the amount of $14.2 million associated with the acquisition of Doral Money, Inc. in 2015, offset by direct transaction costs of $0.2 million and the accrual of a $1.8 million incremental bonus expense for the anticipated amount expected to be paid to team members to recognize their contribution to the transaction. Excluding the bargain purchase gain net of transaction costs and the incremental bonus accrual, the Asset Management segment reported operating income of $1.1 million for the nine months ended September 30, 2015. Included in this result is an increase of $3.5 million related to asset management fees earned by Triumph Capital Advisors which closed additional CLO offerings in August 2014 and June 2015, and assumed CLO asset management contracts in the March 2015 Doral Money, Inc. acquisition. These increases were offset in part by an increase in noninterest expenses of $3.4 million from $1.7 million for the nine months ended September 30, 2014 to $5.1 million for the nine months ended September 30, 2015. Increased noninterest expenses, excluding the impact of the Doral Money, Inc. acquisition expenses described above, were primarily related to the amortization of intangible assets recorded in conjunction with our acquisition of Doral Money, Inc. as well as increases in personnel costs to support the growth in this segment.

Corporate

The Corporate segment’s operating loss totaled $4.7 million for the nine months ended September 30, 2015, compared with an operating loss of $3.8 million for the nine months ended September 30, 2014. Included in this result is an increase of $1.7 million in operating expenses for the nine months ended September 30, 2015, related primarily to increases in management and administrative

expenses at the holding company level not attributable to an operating segment in conjunction with our transition to being a public company. The increase in total assets at the holding company is primarily due to the net proceeds of $83.8 million resulting from the consummation of our initial public offering in November 2014. A portion of the offering proceeds were invested in $18.6 million of shared national credits during the nine months ended September 30, 2015.

Financial Condition

Assets

Total assets were $1.581 billion at September 30, 2015, compared to $1.448 billion at December 31, 2014, an increase of $134 million, the components of which are discussed below.

Loan Portfolio

Loans held for investment were $1.185 billion at September 30, 2015, compared with $1.006 billion at December 31, 2014.

We offer a broad range of lending and credit products. Within our Triumph Community Bank subsidiary, we offer a full range of lending products, including commercial real estate, construction and development, residential real estate, general commercial, farmland and consumer loans, focused on our community banking markets in Iowa and Illinois. We also originate a variety of commercial finance products offered on a nationwide basis. These products include our factored receivables, the asset-based loans and equipment loans originated by Triumph Savings Bank under our Triumph Commercial Finance brand, and the healthcare asset-based loans originated by Triumph Community Bank under our Triumph Healthcare Finance brand. In addition, our Triumph Savings Bank subsidiary originates a variety of additional loans, including mortgage warehouse loans and other commercial and commercial real estate loans.

The following table shows our loan portfolio by portfolio segments as of September 30, 2015 and December 31, 2014:

	September 30, 2015					December 31, 2014
(Dollars in thousands)			% of Total					% of Total
Commercial real estate	$	247,175		21	%	$	249,164		25	%
Construction, land development, land		52,446		4	%		42,914		4	%
1-4 family residential properties		77,043		6	%		78,738		8	%
Farmland		25,784		3	%		22,496		2	%
Commercial		468,055		39	%		364,567		37	%
Factored receivables		201,803		17	%		180,910		18	%
Consumer		10,632		1	%		11,941		1	%
Mortgage warehouse		102,363		9	%		55,148		5	%
Total Loans	$	1,185,301		100	%	$	1,005,878		100	%

Commercial Real Estate Loans. Our commercial real estate loans were $247.2 million at September 30, 2015, a decrease of $2.0 million from $249.2 million at December 31, 2014, driven by paydowns that offset new loan activity for the period as we continue to experience pricing pressure for such loans, which has impacted our ability to grow loan volumes in these markets at what we consider to be appropriate risk adjusted returns, particularly in our community banking markets.

Construction and Development Loans. Our construction and development loans were $52.4 million at September 30, 2015, an increase of $9.5 million from $42.9 million at December 31, 2014, due primarily to growth from continued strength of this category in our markets.

Residential Real Estate Loans. Our one-to-four family residential loans were $77.0 million at September 30, 2015, a decrease of $1.7 million from $78.7 million at December 31, 2014, due primarily to paydowns that offset new loan activity for the period.

Commercial Loans . Our commercial loans held for investment were $468.1 million at September 30, 2015, an increase of $103.5 million from $364.6 million at December 31, 2014. This increase was driven by continued growth in the equipment loans and asset-based loans originated under our Triumph Commercial Finance brand as well as the asset-based healthcare loans originated under our Triumph Healthcare Finance brand as we continue to execute on our growth strategy for such prod ucts. These products increased in total from $194.5 million at December 3 1, 2014 to $296.0 million at September 30, 2015. In addition, our other commercial lending products, comprised primarily of general commercial loans originated in our community bank ing markets and purchased shared national credits, increased from $170.1 million at December 31, 2014 to $172.1 million at September 30, 2015 as a result of $29.6 million in new purchases of shared national credits during the second quarter of 2015, offset by paydowns of commercial loans in our community banking markets as we continue to experience pricing pressure for such loans. The following table shows our commercial products as of September 30, 2015 and December 31, 2014:

	September 30,		December 31,
(Dollars in thousands)	2015		2014
Commercial
TCF equipment	$	143,483	$	106,354
TCF asset-based lending		85,641		46,388
THF asset-based lending		66,832		41,770
Other commercial lending		172,099		170,055
Total commercial loans	$	468,055	$	364,567

Factored Receivables. Our factored receivables were $201.8 million at September 30, 2015, an increase of $20.9 million from $180.9 million at December 31, 2014 as we continue to execute on our growth strategy for this product at Advance Business Capital, our factoring subsidiary, as well as through growth in factored receivables purchased under our Triumph Commercial Finance brand. Purchase volume at our factoring subsidiary Advance Business Capital was $1.200 billion during the nine months ended September 30, 2015 and Triumph Commercial Finance recorded purchase volume of $153 million for the nine months ended September 30, 2015.

Mortgage Warehouse. Our mortgage warehouse facilities maintained outstanding balances of $102.4 million at September 30, 2015, an increase of $47.3 million from $55.1 million at December 31, 2014. The increase was primarily due to increases in mortgage origination volumes at our mortgage warehouse clients resulting in higher utilization of their mortgage warehouse facilities during the period. Client utilization of mortgage warehouse facilities may experience significant fluctuation on a day-to-day basis given mortgage origination market conditions.

Other Loans. Our portfolio also includes real estate loans secured by farmland and consumer loans. All of these categories of loans in the aggregate were less than 5% of our total loan portfolio as of September 30, 2015 and December 31, 2014.

The following tables set forth the contractual maturities, including scheduled principal repayments, of our loan portfolio and the distribution between fixed and floating interest rate loans as of September 30, 2015.

	September 30, 2015
(Dollars in thousands)	One Year or Less		After One but within Five Years		After Five Years		Total
Commercial real estate	$	51,969	$	158,519	$	36,687	$	247,175
Construction, land development, land		28,215		12,799		11,432		52,446
1-4 family residential properties		9,222		25,564		42,257		77,043
Farmland		1,433		12,380		11,971		25,784
Commercial		146,631		282,026		39,398		468,055
Factored receivables		201,803		—		—		201,803
Consumer		2,069		6,123		2,440		10,632
Mortgage warehouse		102,363		—		—		102,363
	$	543,705	$	497,411	$	144,185	$	1,185,301

Sensitivity of loans to changes in interest rates:
Predetermined (fixed) interest rates			$	376,524	$	50,478
Floating interest rates				120,887		93,707
Total			$	497,411	$	144,185

As of September 30, 2015, most of the Company’s non-factoring business activity is with customers located within certain states. The states of Illinois (31%), Iowa (15%) and Texas (18%) make up 64% of the Company’s gross l oans, excluding factored receivables. Therefore, the Company’s exposure to credit risk is affected by changes in the economies in these states.

Further, a significant majority (83%) of our factored receivables, representing approximately 14% of our total loan portfolio as of September 30, 2015, are receivables purchased from trucking fleets and owner-operators in the transportation industry. Although such concentration may cause our future interest income with respect to our factoring operations to be correlated with demand for the transportation industry in the United States generally, and small-to-mid-sized operators in such industry specifically, we feel that the credit risk with respect to our outstanding portfolio is appropriately mitigated as we limit the amount of receivables acquired from individual debtors and creditors thereby achieving diversification across a number of companies and industries.

Nonperforming Assets

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

The accrual of interest income on non-PCI loans is discontinued at the time the loan is 90 days delinquent unless the loan is well-secured and in process of collection, or at an earlier date if full collection of interest or principal becomes doubtful. Past due status is based on the contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued when a loan is placed on nonaccrual is reversed from interest income. Interest received on these loans is accounted for on the cash-basis or cost recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

The accretion of interest income on PCI loans is discontinued if the estimation of the timing and amount of cash flows expected to be collected involves a high degree of uncertainty and cannot be reasonably projected. Such PCI loans are considered nonaccrual and included in our nonaccrual loan totals, but are not considered impaired unless the loans have experienced credit deterioration and an allowance has been recorded subsequent to acquisition. PCI loans for which the timing and amount of expected cash flows can be reasonably estimated accrete interest income, regardless of the contractual past due status of the loan, however, the disclosure of past due status of all PCI loans is based on the contractual terms of the loan, including those placed on nonaccrual due to the contractual payment status of the loan.

We obtain appraisals or other valuations of real property and other collateral which secure loans, and may update these valuations of collateral securing loans categorized as nonperforming loans and potential problem loans. In instances where updated valuations reflect reduced collateral values, an evaluation of the borrower’s overall financial condition is made to determine the need, if any, for possible write-downs or appropriate additions to the ALLL.

OREO acquired as a result of foreclosure or as part of an acquisition are held for sale and are initially recorded at fair value less estimated cost to sell at the date of acquisition, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less cost to sell. At the time of acquisition of properties not acquired as part of an acquisition, losses are charged against the ALLL, and gains are realized to the extent fair value exceeds the carrying amount of the foreclosed loan. Improvements to the value of the properties are capitalized, but not in excess of the net realizable value of the property.

The following table sets forth the allocation of our nonperforming assets among our different asset categories as of the dates indicated. We classify nonperformi ng assets as nonaccrual loans, loans modified under restructurings as a result of the borrower experiencing financial difficulties, factored receivables greater than 90 days past due, and OREO. The balances of nonperforming loans reflect the recorded inves tment in these assets, including deductions for purchase discounts.

	September 30,			December 31,
(Dollars in thousands)	2015			2014
Nonperforming loans:
Commercial real estate	$	819		$	1,995
Construction, land development, land		—			—
1-4 family residential properties		553			638
Farmland		—			—
Commercial		3,180			7,188
Factored receivables		1,311			651
Consumer		—			—
Mortgage warehouse		—			—
Purchased credit impaired		5,681			6,206
Total nonperforming loans		11,544			16,678
Other real estate owned, net		6,201			8,423
Total nonperforming assets	$	17,745		$	25,101

Nonperforming assets to total assets		1.12	%		1.73	%
Nonperforming loans to total loans held for investment		0.97	%		1.66	%
Total past due loans to total loans held for investment		2.14	%		2.57	%

We had $11.5 million and $16.7 million in nonperforming loans, including nonaccrual PCI loans, as of September 30, 2015 and December 31, 2014, respectively. Nonperforming loans decreased from December 31, 2014 to September 30, 2015 primarily due to the payoff of a $5.2 million nonperforming commercial loan that had been on nonaccrual. This decrease was offset in part by the addition of a $0.9 million asset-based healthcare loan. The ratio of nonperforming loans to total loans improved to 0.97% at September 30, 2015 and our nonperforming assets to total assets further improved to 1.12% at September 30, 2015 compared to 1.73% at December 31, 2014 in conjunction with the nonperforming commercial loan activity described above and a decline in our OREO balances. We also experienced a decrease in our total past due loans to total loans during the nine months ended September 30, 2015 to 2.14% from 2.57% at December 31,2014.

Our OREO as of September 30, 2015 totaled $6.2 million, a decrease of $2.2 million from the $8.4 million as of December 31, 2014, primarily due to sales of OREO property during the nine months ended September 30, 2015.

Allowance for Loan and Lease Losses

ALLL is a valuation allowance for probable incurred credit losses. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged off.

The allowance consists of specific and general components. The specific component relates to loans that are individually classified as impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Loans for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, are considered troubled debt restructurings (TDRs) and classified as impaired.

Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortf alls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. PCI loans are not considered impaired on the acquisition date. For PCI loans, a decline i n the present value of current expected cash flows compared to the previously estimated expected cash flows, due in any part to change in credit, is referred to as credit impairment and recorded as a provision for loan losses during the period.

Impaired loans generally include nonaccrual loans, factored receivables greater than 90 days past due, TDRs, partially charged off loans, and PCI loans with subsequent deterioration in expected cash flows. All impaired loans are subject to being individually evaluated for specific loss reserves. If an impaired loan is determined to have incurred a loss, a portion of the ALLL is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment, and accordingly, they are not separately identified for impairment disclosures.

TDRs are separately identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loan’s effective rate at inception. If a TDR is considered to be a collateral dependent loan, the loan is reported, net, at the fair value of the collateral. For TDRs that subsequently default, the Company determines the amount of reserve in accordance with the accounting policy for the ALLL. PCI loans accounted for individually (not accounted for in a closed pool of loans with other loans that share common risk characteristics) are subject to the TDR accounting requirements when restructured subsequent to acquisition (loans that were restructured prior to acquisition are not considered TDRs). Modifications subsequent to acquisition of our PCI loans accounted for within a pool with similar risk characteristics are not subject to TDR guidance. Rather, the revised estimated future cash flows of the individually modified loan within a pool are included in the estimated future cash flows of the pool.

The general component covers non-impaired loans and is based on historical loss experience adjusted for current factors. The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Company. This actual loss experience is supplemented with other economic factors based on the risks present for each portfolio segment. These economic factors include consideration of the following: levels of and trends in delinquencies and impaired loans; levels of and trends in charge-offs and recoveries; trends in volume and terms of loans; effects of any changes in risk selection and underwriting standards; other changes in lending policies, procedures, and practices; experience, ability, and depth of lending management and other relevant staff; national and local economic trends and conditions; industry conditions; and effects of changes in credit concentrations.

Purchased loans are recorded at fair value at the date of acquisition without carryover of the seller’s ALLL. Therefore we maintain an ALLL on purchased loans based on credit deterioration subsequent to the acquisition date.

Analysis of the Allowance for Loan and Lease Losses

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

	September 30, 2015								December 31, 2014
(Dollars in thousands)	Allocated Allowance		% of Loan Portfolio			ALLL to Loans			Allocated Allowance		% of Loan Portfolio			ALLL to Loans
Commercial real estate	$	1,395		21	%		0.56	%	$	533		25	%		0.21	%
Construction, land development, land		443		4	%		0.84	%		333		4	%		0.78	%
1-4 family residential properties		279		6	%		0.36	%		215		8	%		0.27	%
Farmland		29		3	%		0.11	%		19		2	%		0.08	%
Commercial		5,308		39	%		1.13	%		4,003		37	%		1.10	%
Factored receivables		3,609		17	%		1.79	%		3,462		18	%		1.91	%
Consumer		225		1	%		2.12	%		140		1	%		1.17	%
Mortgage warehouse		256		9	%		0.25	%		138		5	%		0.25	%
Total Loans	$	11,544		100	%		0.97	%	$	8,843		100	%		0.88	%

From December 31, 2014 to September 30, 2015, the ALLL increased from $8.8 million or 0.88% of total loans to $11.5 million or 0.97% of total loans. The increase was primarily driven by the allowance associated with collectively evaluated loans which increased to $9.5 million at September 30, 2015 from $7.1 million at December 31, 2014, as a result of growth in the loan portfolio during the nine months ended September 30, 2015, as well as changes in the mix of collectively evaluated loans as non-PCI loans acquired in the Triumph Community Bank acquisition that matured and were renewed during the period, which previously maintained discounts associated with fair value adjustments recorded at acquisition, required allowance allocations.

The following table presents the unpaid principal and recorded investment for loans at September 30, 2015. The d ifference between the unpaid principal balance and recorded investment is principally associated with (1) premiums and discounts associated with acquisition date fair value adjustments on acquired loans (both PCI and non-PCI) of which approximately $7.4 mi llion is expected to be accretable into income over the remaining lives of the acquired loans, (2) net deferred origination costs and fees, and (3) previous charge-offs . The net difference can provide protection from credit loss in addition to the ALLL as future potential charge-offs for an individual loan are limited to the recorded investment plus unpaid accrued interest.

(Dollars in thousands)	Recorded		Unpaid
September 30, 2015	Investment		Principal		Difference
Commercial real estate	$	247,175	$	257,519	$	(10,344	)
Construction, land development, land		52,446		53,966		(1,520	)
1-4 family residential properties		77,043		79,911		(2,868	)
Farmland		25,784		25,700		84
Commercial		468,055		469,888		(1,833	)
Factored receivables		201,803		202,837		(1,034	)
Consumer		10,632		10,676		(44	)
Mortgage warehouse		102,363		102,363		—
	$	1,185,301	$	1,202,860	$	(17,559	)

At September 30, 2015 and December 31, 2014, we had on deposit $20.7 million and $19.0 million, respectively, of customer reserves associated with factored receivables. These deposits represent customer reserves held to settle any payment disputes or collection shortfalls, may be used to pay customers’ obligations to various third parties as directed by the customer, are periodically released to or withdrawn by customers, and are reported as deposits on our consolidated balance sheets.

The following tab le provides an analysis of the provisions for loan losses, net charge-offs and recoveries for the three and nine months ended September 30, 2015 and 2014, and the effects of those items on our ALLL:

	Three Months Ended September 30,						Nine Months Ended September 30,
(Dollars in thousands)	2015			2014			2015			2014
Balance at beginning of period	$	11,462		$	6,253		$	8,843		$	3,645
Loans charged-off:
Commercial real estate		(9	)		—			(152	)		—
Construction, land development, land		—			(100	)		—			(100	)
1-4 family residential properties		(20	)		(74	)		(203	)		(264	)
Farmland		—			—			—			—
Commercial		—			—			(47	)		(12	)
Factored receivables		(72	)		(119	)		(451	)		(294	)
Consumer		(97	)		(100	)		(244	)		(314	)
Mortgage warehouse		—			—			—			—
Total loans charged-off	$	(198	)	$	(393	)	$	(1,097	)	$	(984	)
Recoveries of loans charged-off:
Commercial real estate		1			1			52			3
Construction, land development, land		—			—			—			—
1-4 family residential properties		4			3			104			106
Farmland		—			—			—			—
Commercial		34			3			40			217
Factored receivables		21			21			69			56
Consumer		55			57			182			230
Mortgage warehouse		—			—			—			—
Total loans recoveries	$	115		$	85		$	447		$	612
Net loans charged-off	$	(83	)	$	(308	)	$	(650	)	$	(372	)
Provision for (reversal of) loan losses:
Commercial real estate		189			(78	)		962			35
Construction, land development, land		97			198			110			330
1-4 family residential properties		44			56			163			240
Farmland		1			2			10			6
Commercial		210			722			1,312			1,707
Factored receivables		(475	)		397			529			1,533
Consumer		107			34			147			122
Mortgage warehouse		(8	)		44			118			74
Total provision for loan losses	$	165		$	1,375		$	3,351		$	4,047
Balance at end of period	$	11,544		$	7,320		$	11,544		$	7,320

Average total loans held for investment	$	1,164,946		$	975,080		$	1,080,298		$	925,904
Net charge-offs to average total loans held for investment		0.01	%		0.03	%		0.06	%		0.04	%
Allowance to total loans held for investment		0.97	%		0.75	%		0.97	%		0.75	%

Net loans charged off for the three and nine months ended September 30, 2015 were $0.1 million and $0.7 million, respectively, compared to net loans charged off of $0.3 million and $0.4 million, respectively, for the three and nine months ended September 30, 2014. The factored receivable charge-off activity during the three and nine months ended September 30, 2015 was primarily due to two client relationships. Net charge-offs as a percentage of average total loans held for investment were only 0.01% and 0.06% for the three and nine months ended September 30, 2015, respectively.

Assets Held for Sale

At September 30, 2015 and December 31, 2014, originated mortgage loans held for sale were $2.2 million and $3.3 million, respectively. Loan sales of $53.0 million and $48.6 million occurred during the nine months ended September 30, 2015 and 2014, respectively, and resulted in recognized net gains on sale of $1.4 million and $1.1 million in the respective periods. At September 30, 2015 and December 31, 2014, no originated mortgage loans held for sale were on nonaccrual status.

Securities

Our investment strategy is oriented towards maintaining liquidity in securities with minimal credit risk. We held securities classified as available for sale with a fair value of $156.8 million as of September 30, 2015, a decrease of $5.2 million from $162.0 million at December 31, 2014. This decrease is attributable to normal portfolio management activities, with the net reduction being attributed to normal sales, payment, and amortization activity. For the nine months ended September 30, 2015, securities were sold resulting in proceeds of $17.6 million, gross gains of $0.3 million, and no losses. Our available for sale securities can be used for pledging to secure FHLB borrowings and public deposits, or can be sold to meet liquidity needs.

As of September 30, 2015, we have investments classified as held to maturity with an amortized cost of $0.7 million.

The following tables set forth the amortized cost and average yield of our securities, by type and contractual maturity as of September 30, 2015:

	Maturity as of September 30, 2015
	One Year or Less					After One but within Five Years					After Five but within Ten Years					After Ten Years					Total
	Amortized		Average			Amortized		Average			Amortized		Average			Amortized		Average			Amortized		Average
(Dollars in thousands)	Cost		Yield			Cost		Yield			Cost		Yield			Cost		Yield			Cost		Yield
U.S. Government agency obligations	$	—		—		$	90,606		1.51	%	$	—		—		$	—		—		$	90,606		1.51	%
Mortgage-backed securities		—		—			1,074		2.02	%		407		3.85	%		22,570		1.72	%		24,051		1.77	%
Asset backed securities		—		—			—		—			4,896		1.26	%		13,477		1.74	%		18,373		1.61	%
State and municipal		1,263		1.56	%		1,953		2.96	%		159		3.85	%		—		—			3,375		2.47	%
Corporate bonds		—		—			16,709		1.82	%		1,395		2.04	%		669		5.82	%		18,773		1.97	%
SBA pooled securities		—		—			8		1.78	%		180		2.62	%		—		—			188		2.59	%
Total securities available for sale	$	1,263		1.56	%	$	110,350		1.59	%	$	7,037		1.65	%	$	36,716		1.80	%	$	155,366		1.65	%

Security held to maturity	$	149		2.68	%	$	598		2.42	%	$	—		—		$	—		—		$	747		2.47	%

Liabilities

Our total liabilities were $1.318 billion as of September 30, 2015, an increase of $108 million, from $1.210 billion at December 31, 2014. The net change was primarily due to a $35 million increase in customer deposits, a $6 million increase in customer repurchase agreements, a $58 million increase in Federal Home Loan Bank advances, and an $8 million increase in other liabilities.

Deposits

Deposits represent our primary source of funds. We intend to continue to focus on growth in transactional deposit accounts as part of our growth strategy, both in our existing branch networks and through targeted acquisitions.

Our total deposits were $1.200 billion as of September 30, 2015, compared to $1.165 billion as of December 31, 2014, an increase of $35 million. As of September 30, 2015, interest bearing demand deposits, noninterest bearing deposits, money market deposits and savings deposits accounted for 47% of our total deposits, while individual retirement accounts and certificates of deposit made up 53% of total deposits. The average cost of interest bearing deposits was 0.69% and 0.66% for the three and nine months ended September 30, 2015, respectively, and 0.56% and 0.52% for the three and nine months ended September 30, 2014, respectively, on an annualized basis.

The following table summarizes our average deposit balances and weighted average rates for the three and nine month periods ended September 30, 2015 and 2014:

	Three Months Ended September 30, 2015								Three Months Ended September 30, 2014
	Average		Weighted			% of			Average		Weighted			% of
(Dollars in thousands)	Balance		Avg Yields			Total			Balance		Avg Yields			Total
Noninterest bearing demand	$	171,887		—			14	%	$	162,619		—			15	%
Interest bearing demand		211,823		0.06	%		18	%		215,862		0.07	%		20	%
Individual retirement accounts		57,227		1.23	%		5	%		51,942		1.13	%		5	%
Money market		116,375		0.23	%		10	%		126,932		0.23	%		12	%
Savings		72,617		0.05	%		6	%		73,833		0.05	%		7	%
Certificates of deposit		509,224		1.05	%		43	%		396,287		0.92	%		37	%
Brokered deposits		50,002		1.00	%		4	%		45,235		0.88	%		4	%
Total	$	1,189,155		0.59	%		100	%	$	1,072,710		0.48	%		100	%

	Nine Months Ended September 30, 2015								Nine Months Ended September 30, 2014
	Average		Weighted			% of			Average		Weighted			% of
(Dollars in thousands)	Balance		Avg Yields			Total			Balance		Avg Yields			Total
Noninterest bearing demand	$	167,708		—			14	%	$	158,860		—			15	%
Interest bearing demand		227,035		0.06	%		19	%		224,425		0.07	%		21	%
Individual retirement accounts		56,131		1.19	%		5	%		52,637		1.10	%		5	%
Money market		117,353		0.23	%		10	%		136,341		0.23	%		13	%
Savings		72,915		0.05	%		6	%		73,460		0.05	%		7	%
Certificates of deposit		487,925		1.04	%		42	%		368,363		0.91	%		34	%
Brokered deposits		50,003		1.01	%		4	%		51,438		0.55	%		5	%
Total	$	1,179,070		0.57	%		100	%	$	1,065,524		0.44	%		100	%

The increase in the average balance of certificates of deposit as a percentage of average total deposits was due to a change in the mix of our interest bearing deposits toward higher rate certificates of deposit as these deposit products were used in part to fund our organic loan growth period over period.

The following table provides information on the maturity distribution of time deposits with individual balances of $100,000 to $250,000 and of time deposits with individual balances of $250,000 or more as of September 30, 2015:

	$100,000 to		$250,000 and
(Dollars in thousands)	$250,000		Over		Total
Maturity
3 months or less	$	49,424	$	12,948	$	62,372
Over 3 through 6 months		45,252		18,174		63,426
Over 6 through 12 months		106,492		49,354		155,846
Over 12 months		54,445		18,742		73,187
	$	255,613	$	99,218	$	354,831

Other Borrowings

Customer Repurchase Agreements

Customer repurchase agreements outstanding totaled $15.6 million as of September 30, 2015 and $9.3 million at December 31, 2014. Our customer repurchase agreements generally have maturities that fall within one year. Variances in these balances are attributable to normal customer behavior and seasonal factors affecting their liquidity positions. The following provides a summary of our customer repurchase agreements as of and for the nine months ended September 30, 2015 and the year ended December 31, 2014:

	September 30,			December 31,
(Dollars in thousands)	2015			2014
Average amount outstanding during the period	$	13,131		$	14,531
Amount outstanding at end of period		15,584			9,282
Highest month end balance during the period		15,813			17,670
Weighted average interest rate at end of period		0.02	%		0.05	%
Weighted average interest rate during the period		0.03	%		0.04	%

FHLB Advances

As part of our overall funding and liquidity management program, from time to time we borrow from the Federal Home Loan Bank. Our FHLB advances are collateralized by assets, including a blanket pledge of certain loans. Our FHLB borrowings totaled $61.0 million as of September 30, 2015 and $3.0 million as of December 31, 2014. Of the FHLB borrowings outstanding as of September 30, 2015, $16.0 million were short term borrowings maturing within one month and $45.0 million were long term borrowings maturing after one but within three years. As of September 30, 2015 and December 31, 2014, we had $126.3 million and $104.4 million, respectively, in unused and available advances from the FHLB. The increase in our total borrowing capacity from December 31, 2014 to September 30, 2015 was primarily the result of the new inclusion of mortgage warehouse facilities in our borrowing base with the FHLB. The following provides a summary of our short term FHLB borrowings as of and for the nine months ended September 30, 2015 and the year ended December 31, 2014:

	September 30,			December 31,
(Dollars in thousands)	2015			2014
Average amount outstanding during the period	$	17,887		$	24,987
Amount outstanding at end of period		16,000			3,000
Highest month end balance during the period		46,695			70,000
Weighted average interest rate at end of period		0.10	%		0.05	%
Weighted average interest rate during the period		0.16	%		0.18	%

Junior Subordinated Debentures

National Bancshares, Inc., which became our wholly owned subsidiary as part of the Triumph Community Bank acquisition, has two junior subordinated debentures outstanding with a combined face value of $33.0 million. These debentures are unsecured obligations and were issued to two trusts that are unconsolidated subsidiaries of National Bancshares, Inc. The trusts in turn issued trust preferred securities with identical payment terms to unrelated investors. The debentures mature in September 2033 and July 2036 and may be called at par plus any accrued but unpaid interest; however, we have no current plans to redeem them prior to maturity. Interest on the debentures is calculated quarterly, based on a rate equal to three month LIBOR plus a weighted average spread of 2.28%. As part of the purchase accounting adjustments made with the Triumph Community Bank acquisition, we adjusted the carrying value of the junior subordinated debentures to fair value as of October 15, 2013. The junior subordinated debentures had a combined carrying value of $24.6 million as of September 30, 2015 and $24.4 million as of December 31, 2014, and the discount will be amortized through maturity and recognized as a component of interest expense.

The debentures are included on our consolidated balance sheet as liabilities; however, for regulatory purposes, these obligations are eligible for inclusion in regulatory capital, subject to certain limitations. All of the carrying value of $24.6 million and $24.4 million was allowed in the calculation of Tier I capital as of September 30, 2015 and December 31, 2014, respectively.

In conjunction with the merger of our subsidiary banks on October 1, 2015, we merged National Bancshares, Inc. with and into Triumph Bancorp, Inc. In connection therewith, Triumph Bancorp, Inc. assumed the obligations of National Bancshares, Inc. with respect to the junior subordinated debentures.

Capital Resources and Liquidity Management

Capital Resources

Our stockholders’ equity totaled $263.9 million as of September 30, 2015, an increase of $26.4 million from $237.5 million as of December 31, 2014. Stockholders’ equity increased during this period primarily due to net income for the period of $24.6 million.

Liquidity Management

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

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

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

In addition to the liquidity provided by the sources described above, our subsidiary banks maintain correspondent relationships with other banks in order to sell loans or purchase overnight funds should additional liquidity be needed. As of September 30, 2015, Triumph Savings Bank had unsecured federal funds lines of credit with two unaffiliated banks totaling $24.5 million, and Triumph Community Bank had unsecured federal funds lines of credit with five unaffiliated banks totaling $75.0 million, with no amounts advanced against those lines at that time.

Regulatory Capital Requirements

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

Quantitative measures established by regulations to ensure capital adequacy require the Company, Triumph Savings Bank and Triumph Community Bank to maintain minimum amounts and ratios of total, Tier 1, and common equity Tier 1 capital to risk weighted assets, and of Tier 1 capital to average assets.

The rules include new risk-based capital and leverage ratios, which will be phased in from 2015 to 2019, and refine the definition of what constitutes “capital” for purposes of calculating those ratios. The new minimum capital level requirements applicable to the Company, Triumph Savings Bank and Triumph Community Bank are set forth in the table below. The final rules also establish a “capital conservation buffer” of 2.5% above the new regulatory minimum capital requirements. The capital conservation buffer will be phased-in over four years beginning on January 1, 2016 and becoming fully effective on January 1, 2019. Under the final rules, institutions are subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations establish a maximum percentage of eligible retained income that could be utilized for such actions.

The final rules also contain revisions to the prompt corrective action framework, which is designed to place restrictions on insured depository institutions if their capital levels begin to show signs of weakness. Under the prompt corrective action requirements, which are designed to complement the capital conservation buffer, insured depository institutions are now required to meet the new capital level requirements set forth in the table below in order to qualify as “well capitalized.” As of September 30, 2015, Triumph Savings Bank’s and Triumph Community Bank’s capital ratios exceeded those levels necessary to be categorized as “well capitalized” under the regulatory framework for prompt corrective action.

The actual capital amounts and ratios for the Company, Triumph Savings Bank, and Triumph Community Bank are pr esented in the following table as of September 30, 2015. For periods beginning on or after January 1, 2015, capital ratios are calculated and presented in accordance with the requirements of Basel III.

					To Be Adequately				To Be Well
					Capitalized Under				Capitalized Under
					Prompt Corrective				Prompt Corrective
(Dollars in thousands)	Actual				Action Provisions				Action Provisions
As of September 30, 2015	Amount		Ratio		Amount		Ratio		Amount		Ratio
Total capital (to risk weighted assets)
Triumph Bancorp, Inc.	$	270,749		20.2%	$	107,166		8.0%	N/A		N/A
Triumph Savings Bank, SSB	$	64,540		13.4%	$	38,470		8.0%	$	48,088		10.0%
Triumph Community Bank	$	136,625		16.5%	$	66,194		8.0%	$	82,742		10.0%

Tier 1 capital (to risk weighted assets)
Triumph Bancorp, Inc.	$	259,068		19.3%	$	80,375		6.0%	N/A		N/A
Triumph Savings Bank, SSB	$	59,728		12.4%	$	28,853		6.0%	$	38,470		8.0%
Triumph Community Bank	$	129,848		15.7%	$	49,645		6.0%	$	66,194		8.0%

Common equity Tier 1 capital (to risk weighted assets)
Triumph Bancorp, Inc.	$	230,116		17.2%	$	60,275		4.5%	N/A		N/A
Triumph Savings Bank, SSB	$	59,728		12.4%	$	21,639		4.5%	$	31,257		6.5%
Triumph Community Bank	$	129,848		15.7%	$	37,234		4.5%	$	53,782		6.5%

Tier 1 capital (to average assets)
Triumph Bancorp, Inc.	$	259,068		16.9%	$	61,436		4.0%	N/A		N/A
Triumph Savings Bank, SSB	$	59,728		11.8%	$	20,307		4.0%	$	25,384		5.0%
Triumph Community Bank	$	129,848		13.2%	$	39,340		4.0%	$	49,175		5.0%

Contractual Obligations

The following table summarizes our contractual obligations and other commitments to make future payments as of September 30, 2015 excluding purchase accounting adjustments for our junior subordinated debentures and deposits. The amount of the obligations presented in the table reflects principal amounts only and excludes the amount of interest we are obligated to pay. Also excluded from the table are a number of obligations to be settled in cash. These excluded items are reflected in our consolidated balance sheet and include deposits with no stated maturity, trade payables, accrued interest payable and customer repurchase agreements.

	Payments Due by Period - September 30, 2015
(Dollars in thousands)	Total		One Year or Less		After One but within Three Years		After Three but within Five Years		After Five Years
Customer repurchase agreements	$	15,584	$	15,584	$	—	$	—	$	—
Federal Home Loan Bank advances		61,000		16,000		45,000		—		—
Junior subordinated debentures		32,990		—		—		—		32,990
Operating lease agreements		7,729		1,723		3,087		2,290		629
Time deposits with stated maturity dates		635,370		444,022		167,985		23,363		—
Total contractual obligations	$	752,673	$	477,329	$	216,072	$	25,653	$	33,619

Off-Balance Sheet Arrangements

In the normal course of business, we enter into various transactions, which, in accordance with GAAP, are not included in our consolidated balance sheets. We enter into these transactions to meet the financing needs of our customers. These transactions include commitments to extend credit and standby and commercial letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the consolidated balance sheets.

The following table details our commitments associated with outstanding standby and commercial letters of credit and commitments to e xtend credit. Since commitments associated with letters of credit and commitments to extend credit may expire unused, the amounts shown do not necessarily reflect actual future cash funding requirements.

	September 30,		December 31,
(Dollars in thousands)	2015		2014
Commitments to make loans	$	21,813	$	19,792
Unused lines of credit		245,516		227,963
Standby letters of credit		3,338		3,755
Total other commitments	$	270,667	$	251,510

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in accordance with U.S. generally accepted accounting principles, or GAAP, requires us to make estimates and judgments that affect our reported amounts of assets, liabilities, income and expenses and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under current circumstances, results of which form the basis for making judgments about the carrying value of certain assets and liabilities that are not readily available from other sources. We evaluate our estimates on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions.

Accounting policies, as described in detail in the notes to our consolidated financial statements are an integral part of our financial statements. A thorough understanding of these accounting policies is essential when reviewing our reported results of operations and our financial position. We believe that the critical accounting policies and estimates discussed below require us to make difficult, subjective or complex judgments about matters that are inherently uncertain. Changes in these estimates that are likely to occur from period to period, or the use of different estimates that we could have reasonably used in the current period, would have a material impact on our financial position, results of operations or liquidity.

Originated Loans. Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of unearned income, deferred loan fees and costs, and any direct principal charge-offs. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income over the remaining life of the loan without anticipating prepayments. Loans are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement or any portion thereof remains unpaid after the due date of the scheduled payment. Loans are classified as nonaccrual when, in the opinion of management, collection of principal or interest is doubtful. Generally, loans are placed in nonaccrual status due to the continued failure to adhere to contractual payment terms by the borrower coupled with other pertinent factors, such as insufficient collateral value.

The accrual of interest income on single family residential mortgage, commercial and commercial real estate loans is discontinued at the time the loan is 90 days delinquent unless the loan is well-secured and in process of collection, or if full collection of interest or principal becomes uncertain. Consumer loans are typically charged off no later than 120 days past due. Past due status is based on the contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. All interest accrued but not received for a loan placed on nonaccrual is charged against interest income. Interest received on such loans is accounted for on the cash-basis or cost recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Purchased Loans. Purchased loans are recorded at fair value at the date of acquisition based on a discounted cash flow methodology that considered various factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan and whether or not the loan was amortizing, and a discount rate reflecting the Company’s assessment of risk inherent in the cash flow estimates. Larger purchased loans are individually evaluated while smaller purchased loans are grouped together according to similar characteristics and were treated in the aggregate when applying various valuation techniques. These cash flow evaluations are inherently subjective as they require material estimates, all of which may be susceptible to significant change.

The cash flo ws anticipated to be collected on PCI loans are estimated based upon the expected remaining life of the underlying loans, which includes the effects of estimated prepayments. Purchased loans are considered credit impaired if there is evidence of credit det erioration at the date of purchase and if it is probable that not all contractually required payments will be collected. Interest income, through accretion of the difference between the carrying value of the loans and the expected cash flows is recognized on all PCI loans, unless the timing and amount of expected cash flows cannot be reasonably estimated, in which case the PCI loan would be classified as nonaccrual. Expected cash flows are re-estimated quarterly. A decline in the present value of current ex pected cash flows subsequent to acquisition compared to the previously estimated expected cash flows, due in any part to change in credit, is referred to as credit impairment and recorded as provision for loan losses during the period. PCI loans generally are not classified as impaired on the acquisition date. Declines in the present value of expected cash flows only from the expected timing of such cash flows is recognized prospectively as a decrease in yield on the loan. Improvement in expected cash flow s is recognized prospectively as an adjustment to the yield on the loan once any previously recorded impairment is recaptured.

Purchased loans that were not considered PCI at acquisition have premiums or discounts. Premiums and discounts recorded when the loans were recorded at their estimated fair values at acquisition are amortized or accreted over the remaining term of the loan as an adjustment to the related loan’s yield. Loans are considered past due or delinquent when the contractual principal or interest due in accordance with the terms of the loan agreement or any portion thereof remains unpaid after the due date of the scheduled payment. The subsequent accounting for acquired non-PCI loans follows the accounting for originated loans.

ALLL . The ALLL is a reserve for probable incurred credit losses. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions and other factors. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged off.

All loans are subject to being individually evaluated for impairment. If an impaired loan is determined to have incurred a loss, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan’s existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment and, accordingly, they are not separately identified for impairment disclosures.

Goodwill and Core Deposit Intangibles . Goodwill resulting from business combinations is determined as the excess of the fair value of the consideration transferred, plus the fair value of any noncontrolling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. In the event the fair value of the net assets acquired and liabilities assumed exceeds the consideration transferred, plus the fair value of any noncontrolling interests in the acquiree, a bargain purchase gain is recognized.

Goodwill and intangible assets acquired in a purc hase business combination and determined to have an indefinite useful life are not amortized, but tested for impairment at least annually or more frequently if events and circumstances exist that indicate that a goodwill impairment test should be performed . Intangible assets with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Goodwill is the only intangible asset with an indefinite life on the Company’s balance sheet.

Other intangible assets consist of core deposit and loan customer relationship intangible assets representing the estimated values of acquired relationships with deposit and loan customers arising from acquisitions and are amortized on an accelerated method over their estimated useful lives. The estimated fair value of core deposit intangible assets is based on a discounted cash flow methodology that considers customer attrition rates, cost of the deposit base and maintenance cost. The estimated fair value of loan customer relationship intangible assets is based on a multi-period excess earnings method that considers estimated customer loan renewal rates, portfolio yields, ongoing lending fees and costs, and credit losses.

Fair Values of Financial Instruments . In general, fair values of financial instruments are based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and/or the Company’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time.

In the ordinary course of business, the Company generally does not sell or transfer non-impaired loans and deposits. As such, the disclosures that present the estimated fair value for non-impaired loans and deposits are highly judgmental and may not represent amounts to be received if the Company were to sell or transfer such items.

Recently Issued Accounting Pronouncements

Effective January 1, 2015, the Company retrospectively adopted ASU No. 2015-02, “Amendments to the Consolidation Analysis” (ASU 2015-02). Issued in February 2015, ASU 2015-02 simplifies consolidation accounting by reducing the number of consolidation models and changing various aspects of current GAAP, including certain consolidation criteria for variable interest entities. Adoption of this ASU did not have a material impact on the Company’s financial statements.

Forward-Looking Statements

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

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

•

our limited operating history as an integrated company and our recent acquisitions;

•

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

•

our ability to mitigate our risk exposures;

•

our ability to maintain our historical earnings trends;

•

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

•

changes in management personnel;

•

interest rate risk;

•

concentration of our factoring services in the transportation industry;

•

credit risk associated with our loan portfolio;

•

lack of seasoning in our loan portfolio;

•

deteriorating asset quality and higher loan charge-offs;

•

time and effort necessary to resolve nonperforming assets;

•

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

•

lack of liquidity;

•

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

•

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

•

risks related to our acting as the asset manager for one or more CLOs;

•

our risk management strategies;

•

environmental liability associated with our lending activities;

•

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

•

the obligations associated with being a public company;

•

the accuracy of our financial statements and related disclosures;

•

material weaknesses in our internal control over financial reporting;

•

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

•

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

•

changes in carry-forwards of net operating losses;

•

changes in federal tax law or policy;

•

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

•

governmental monetary and fiscal policies;

•

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

•

failure to receive regulatory approval for future acquisitions;

•

increases in our capital requirements; and

•

risk retention requirements under the Dodd-Frank Act.

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

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Asset/Liability Management and Interest Rate Risk

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

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

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

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

The following table presents the change in net interest income as of September 30, 2015 and December 31, 201 4, assuming immediate parallel shifts in interest rates:


	September 30, 2015						December 31, 2014
	Following 12 Months			Months 13-24			Following 12 Months			Months 13-24
+400 basis points		5.0	%		(0.0	%)		6.4	%		1.7	%
+300 basis points		3.5	%		(0.2	%)		4.6	%		1.3	%
+200 basis points		2.0	%		(0.4	%)		2.7	%		0.8	%
+100 basis points		0.9	%		(0.3	%)		1.3	%		0.5	%
Flat rates		0.0	%		0.0	%		0.0	%		0.0	%
-100 basis points		(1.6	%)		(3.3	%)		(0.2	%)		(2.7	%)

The following table presents the change in our economic value of equity as of September 30, 2015 and December 31, 2014, assuming immediate parallel shifts in interest rates:

	Economic Value of Equity at Risk (%)
	September 30, 2015			December 31, 2014
+400 basis points		(0.3	%)		9.5	%
+300 basis points		(0.7	%)		7.8	%
+200 basis points		(1.5	%)		5.6	%
+100 basis points		(1.6	%)		3.2	%
Flat rates		0.0	%		0.0	%
-100 basis points		(6.3	%)		(5.6	%)

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

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

ITEM 4

CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures. An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this Quarterly Report on Form 10-Q was performed under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply judgment in evaluating its controls and procedures. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms.

Changes in internal control over financial reporting. There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likel y to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

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

Trademark Infringement Lawsuit

On February 18, 2015, a trademark infringement suit was filed in the United States District Court for the Western District of Tennessee Western Division against the Company and certain of its subsidiaries by Triumph Bancshares, Inc. and Triumph Bank, Inc., asserting that the Company’s use of “Triumph” as part of their trademarks and domain names causes a likelihood of confusion, has caused actual confusion, and infringes plaintiffs’ trademarks. The suit seeks damages as well as an injunction to prevent the use of the name “Triumph” and certain other matters with respect to the Company and its subsidiaries. The Company disagrees with the allegations in the complaint and will defend it vigorously.

Item 1A. Risk Factors

There have been no material changes in the Company’s risk factors from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

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

None.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6 . Exhibits

Exhibits

3.1		Second Amended and Restated Certificate of Formation of the Registrant, effective November 7, 2014, incorporated by reference to Exhibit 3.1 to Form 8-K filed with the SEC on November 13, 2014.
3.2		Second Amended and Restated Bylaws of the Registrant, effective November 7, 2014, incorporated by reference to Exhibit 3.2 to Form 8-K filed with the SEC on November 13, 2014.
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		XBRL Instance Document.

SIGNATURES

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

		TRIUMPH BANCORP, INC.
		(Registrant)

Date:	November 2, 2015	/s/ Aaron P. Graft
		Aaron P. Graft
		President and Chief Executive Officer

Date:	November 2, 2015	/s/ R. Bryce Fowler
		R. Bryce Fowler
		Chief Financial Officer

TABLE OF CONTENTS

TFIN 10-Q Quarter ended Sept. 30, 2015