TFIN 10-Q Quarterly Report June 30, 2018

TRIUMPH FINANCIAL, INC.

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10-Q 1 tbk-10q_20180630.htm 10-Q tbk-10q_20180630.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2018

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

For the transition period from to

Commission File Number 001-36722

TRIUMPH BANCORP, INC.

(Exact name of registrant as specified in its charter)

Texas

20-0477066

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

12700 Park Central Drive, Suite 1700

Dallas, Texas 75251

(Address of principal executive offices)

(214) 365-6900

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☐
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☒

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

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

Common Stock — $0.01 par value, 26,265,983 shares, as of July 17, 2018.

TRIUMPH BANCORP, INC.

FORM 10-Q

June 30, 2018

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 Stockholders’ Equity	5
	Consolidated Statements of Cash Flows	6
	Condensed Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
Item 3.	Quantitative and Qualitative Disclosures About Market Risk s	78
Item 4.	Controls and Procedures	79

PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	80
Item 1A.	Risk Factors	80
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	80
Item 3.	Defaults Upon Senior Securities	80
Item 4.	Mine Safety Disclosures	80
Item 5.	Other Information	80
Item 6.	Exhibits	81

P ART I – FINANCIAL INFORMATION

ITEM 1

FINANCIAL STATEMENTS

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

June 30, 2018 and December 31, 2017

(Dollar amounts in thousands, except per share amounts)

	June 30,			December 31,
	2018			2017
	(Unaudited)
ASSETS
Cash and due from banks	$	56,029		$	59,114
Interest bearing deposits with other banks		77,336			75,015
Total cash and cash equivalents		133,365			134,129
Securities - available for sale		183,184			250,603
Securities - equity investments		5,025			5,006
Securities - held to maturity, fair value of $8,093 and $7,527, respectively		8,673			8,557
Loans, net of allowance for loan and lease losses of $24,547 and $18,748, respectively		3,171,915			2,792,108
Assets held for sale		—			71,362
Federal Home Loan Bank stock, at cost		19,223			16,006
Premises and equipment, net		68,313			62,861
Other real estate owned, net		2,528			9,191
Goodwill		86,668			44,126
Intangible assets, net		31,109			19,652
Bank-owned life insurance		40,168			44,364
Deferred tax assets, net		8,810			8,959
Other assets		35,650			32,109
Total assets	$	3,794,631		$	3,499,033
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits
Noninterest bearing	$	561,033		$	564,225
Interest bearing		2,063,909			2,057,123
Total deposits		2,624,942			2,621,348
Customer repurchase agreements		10,509			11,488
Federal Home Loan Bank advances		420,000			365,000
Subordinated notes		48,878			48,828
Junior subordinated debentures		38,849			38,623
Other liabilities		44,228			22,048
Total liabilities		3,187,406			3,107,335
Commitments and contingencies - See Note 8 and Note 9
Stockholders' equity - See Note 12
Preferred Stock		9,658			9,658
Common stock		264			209
Additional paid-in-capital		457,980			264,855
Treasury stock, at cost		(2,254	)		(1,784	)
Retained earnings		143,426			119,356
Accumulated other comprehensive income (loss)		(1,849	)		(596	)
Total stockholders’ equity		607,225			391,698
Total liabilities and stockholders' equity	$	3,794,631		$	3,499,033

See accompanying condensed notes to consolidated financial statements.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

For the Three and Six Months Ended June 30, 2018 and 2017

(Dollar amounts in thousands, except per share amounts)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
Interest and dividend income:
Loans, including fees	$	38,148		$	30,663		$	75,031		$	55,848
Factored receivables, including fees		20,791			10,812			36,094			19,979
Securities		1,179			1,738			2,489			3,349
FHLB stock		101			36			206			78
Cash deposits		1,030			289			1,547			616
Total interest income		61,249			43,538			115,367			79,870
Interest expense:
Deposits		4,631			3,057			8,908			5,926
Subordinated notes		838			836			1,675			1,671
Junior subordinated debentures		713			475			1,310			940
Other borrowings		1,810			613			3,087			957
Total interest expense		7,992			4,981			14,980			9,494
Net interest income		53,257			38,557			100,387			70,376
Provision for loan losses		4,906			1,447			7,454			9,125
Net interest income after provision for loan losses		48,351			37,110			92,933			61,251
Noninterest income:
Service charges on deposits		1,210			977			2,355			1,957
Card income		1,394			917			2,638			1,744
Net OREO gains (losses) and valuation adjustments		(528	)		(112	)		(616	)		(101	)
Net gains (losses) on sale of securities		—			—			(272	)		—
Fee income		1,121			637			1,921			1,220
Insurance commissions		819			708			1,533			1,299
Asset management fees		—			—			—			1,717
Gain on sale of subsidiary or division or division		—			—			1,071			20,860
Other		929			2,075			1,487			3,791
Total noninterest income		4,945			5,202			10,117			32,487
Noninterest expense:
Salaries and employee benefits		20,527			16,012			39,931			37,970
Occupancy, furniture and equipment		3,014			2,348			6,068			4,707
FDIC insurance and other regulatory assessments		383			270			582			496
Professional fees		2,078			1,238			3,718			3,206
Amortization of intangible assets		1,361			911			2,478			2,022
Advertising and promotion		1,300			911			2,329			1,849
Communications and technology		3,271			2,233			6,630			4,407
Other		5,469			3,398			9,709			7,501
Total noninterest expense		37,403			27,321			71,445			62,158
Net income before income tax		15,893			14,991			31,605			31,580
Income tax expense		3,508			5,331			7,152			11,447
Net income		12,385			9,660			24,453			20,133
Dividends on preferred stock		(193	)		(193	)		(383	)		(385	)
Net income available to common stockholders	$	12,192		$	9,467		$	24,070		$	19,748
Earnings per common share
Basic	$	0.48		$	0.53		$	1.04		$	1.10
Diluted	$	0.47		$	0.51		$	1.02		$	1.07

See accompanying condensed notes to consolidated financial statements.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three and Six Months Ended June 30, 2018 and 2017

(Dollar amounts in thousands, except per share amounts)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
Net income	$	12,385		$	9,660		$	24,453		$	20,133
Other comprehensive income:
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during the period		(181	)		357			(1,889	)		691
Reclassification of amount realized through sale of securities		—			—			272			—
Tax effect		42			(133	)		364			(257	)
Total other comprehensive income (loss)		(139	)		224			(1,253	)		434
Comprehensive income	$	12,246		$	9,884		$	23,200		$	20,567

See accompanying condensed notes to consolidated financial statements.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Six Months Ended June 30, 2018 and 2017

(Dollar amounts in thousands, except per share amounts)

(Unaudited)

	Preferred Stock			Common Stock								Treasury Stock								Accumulated
	Liquidation								Additional											Other
	Preference			Shares			Par		Paid-in-			Shares					Retained			Comprehensive			Total
	Amount			Outstanding			Amount		Capital			Outstanding		Cost			Earnings			Income (Loss)			Equity
Balance, January 1, 2017	$	9,746			18,078,247		$	182	$	197,157			76,118	$	(1,374	)	$	83,910		$	(276	)	$	289,345
Issuance of restricted stock awards		—			40,541			—		—			—		—			—			—			—
Stock based compensation		—			—			—		1,025			—		—			—			—			1,025
Forfeiture of restricted stock awards		—			(843	)		—		19			843		(19	)		—			—			—
Stock option exercises, net		—			22,731			—		281			—		—			—			—			281
Purchase of treasury stock		—			(14,197	)		—		—			14,197		(366	)		—			—			(366	)
Preferred stock converted to common stock		(88	)		6,106			—		88			—		—			—			—			—
Series A preferred dividends		—			—			—		—			—		—			(181	)		—			(181	)
Series B preferred dividends		—			—			—		—			—		—			(204	)		—			(204	)
Net income		—			—			—		—			—		—			20,133			—			20,133
Other comprehensive income		—			—			—		—			—		—			—			434			434
Balance, June 30, 2017	$	9,658			18,132,585		$	182	$	198,570			91,158	$	(1,759	)	$	103,658		$	158		$	310,467

Balance, January 1, 2018	$	9,658			20,820,445		$	209	$	264,855			91,951	$	(1,784	)	$	119,356		$	(596	)	$	391,698
Issuance of common stock, net of expenses		—			5,405,000			54		191,999			—		—			—			—			192,053
Issuance of restricted stock awards		—			45,290			1		(1	)		—		—			—			—			—
Stock based compensation		—			—			—		1,053			—		—			—			—			1,053
Forfeiture of restricted stock awards		—			(1,792	)		—		78			1,792		(78	)		—			—			—
Stock option exercises, net		—			1,366			—		(4	)		—		—			—			—			(4	)
Purchase of treasury stock		—			(9,524	)		—		—			9,524		(392	)		—			—			(392	)
Series A preferred dividends		—			—			—		—			—		—			(181	)		—			(181	)
Series B preferred dividends		—			—			—		—			—		—			(202	)		—			(202	)
Net income		—			—			—		—			—		—			24,453			—			24,453
Other comprehensive income		—			—			—		—			—		—			—			(1,253	)		(1,253	)
Balance, June 30, 2018	$	9,658			26,260,785		$	264	$	457,980			103,267	$	(2,254	)	$	143,426		$	(1,849	)	$	607,225

See accompanying condensed notes to consolidated financial statements.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2018 and 2017

(Dollar amounts in thousands, except per share amounts)

(Unaudited)

	Six Months Ended June 30,
	2018			2017
Cash flows from operating activities:
Net income	$	24,453		$	20,133
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation		2,435			1,925
Net accretion on loans and deposits		(5,614	)		(3,965	)
Amortization of subordinated notes issuance costs		50			46
Amortization of junior subordinated debentures		226			203
Net amortization on securities		477			837
Amortization of intangible assets		2,478			2,022
Deferred taxes		518			3,457
Provision for loan losses		7,454			9,125
Stock based compensation		1,053			1,025
Net (gains) losses on sale of securities		272			—
Net (gain) loss on loans transferred to loans held for sale		—			46
Net OREO (gains) losses and valuation adjustments		616			101
Gain on sale of subsidiary or division		(1,071	)		(20,860	)
Income from CLO warehouse investments		—			(1,954	)
(Increase) decrease in other assets		(4,785	)		5,010
Increase (decrease) in other liabilities		1,417			3,296
Net cash provided by (used in) operating activities		29,979			20,447
Cash flows from investing activities:
Purchases of securities available for sale		—			(5,042	)
Proceeds from sales of securities available for sale		34,196			—
Proceeds from maturities, calls, and pay downs of securities available for sale		30,373			51,819
Purchases of securities held to maturity		—			(5,092	)
Proceeds from maturities, calls, and pay downs of securities held to maturity		368			9,308
Proceeds from sale of loans		—			1,919
Net change in loans		(250,851	)		(265,788	)
Purchases of premises and equipment, net		(8,407	)		(699	)
Net proceeds from sale of OREO		7,067			1,588
Proceeds from surrender of BOLI		4,562			—
Net proceeds from CLO warehouse investments		—			20,000
(Purchases) redemptions of FHLB stock, net		(3,217	)		(6,136	)
Cash paid for acquisitions, net of cash acquired		(160,183	)		—
Proceeds from sale of subsidiary, net		73,849			10,269
Net cash provided by (used in) investing activities		(272,243	)		(187,854	)
Cash flows from financing activities:
Net increase (decrease) in deposits		(3,795	)		56,396
Increase (decrease) in customer repurchase agreements		(979	)		4,469
Increase (decrease) in Federal Home Loan Bank advances		55,000			110,000
Issuance of common stock, net of expenses		192,053			—
Stock option exercises		(4	)		281
Purchase of treasury stock		(392	)		(366	)
Dividends on preferred stock		(383	)		(385	)
Net cash provided by (used in) financing activities		241,500			170,395
Net increase (decrease) in cash and cash equivalents		(764	)		2,988
Cash and cash equivalents at beginning of period		134,129			114,514
Cash and cash equivalents at end of period	$	133,365		$	117,502

See accompanying condensed notes to consolidated financial statements.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2018 and 2017

(Dollar amounts in thousands, except per share amounts)

(Unaudited)

	Six Months Ended June 30,
	2018		2017
Supplemental cash flow information:
Interest paid	$	13,646	$	8,996
Income taxes paid, net	$	3,474	$	4,655
Supplemental noncash disclosures:
Loans transferred to OREO	$	221	$	6,079
Premises transferred to OREO	$	799	$	273
Loans transferred to loans held for sale	$	—	$	1,965
Consideration received from sale of subsidiary or division	$	—	$	12,123

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 CRA Holdings, LLC (“TCRA”), TBK Bank, SSB (“TBK Bank”), TBK Bank’s wholly owned subsidiary Advance Business Capital LLC, which currently operates under the d/b/a of Triumph Business Capital (“TBC”), and TBK Bank’s wholly owned subsidiary Triumph Insurance Group, Inc. (“TIG”).

On March 16, 2018, the Company sold the assets of Triumph Healthcare Finance (“THF”) and exited its healthcare asset-based lending line of business. THF operated within the Company’s TBK Bank subsidiary.

On March 31, 2017 the Company sold its membership interests in its wholly owned subsidiary Triumph Capital Advisors, LLC (“TCA”).

See Note 2 – Business Combinations and Divestitures for details of the THF and TCA sales and their impact on our consolidated financial statements.

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 (“SEC”). 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, 2017. Operating results for the three and six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018.

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

Revenue from Contracts with Customers

The Company records revenue from contracts with customers in accordance with Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“Topic 606”). Under Topic 606, the Company must identify the contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when (or as) the Company satisfies a performance obligation. Significant revenue has not been recognized in the current reporting period that results from performance obligations satisfied in previous periods.

The Company’s primary sources of revenue are derived from interest and dividends earned on loans, investment securities, and other financial instruments that are not within the scope of Topic 606. The Company has evaluated the nature of its contracts with customers and determined that further disaggregation of revenue from contracts with customers into more granular categories beyond what is presented in the Consolidated Statements of Income was not necessary. The Company generally fully satisfies its performance obligations on its contracts with customers as services are rendered and the transaction prices are typically fixed; charged either on a periodic basis or based on activity. Because performance obligations are satisfied as services are rendered and the transaction prices are fixed, the Company has made no significant judgments in applying the revenue guidance prescribed in ASC 606 that affect the determination of the amount and timing of revenue from contracts with customers .

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Income Taxes

On December 22, 2017, the United States enacted tax reform legislation commonly known as the Tax Cuts and Jobs Act (the “Tax Act”), resulting in significant modifications to existing law. Authoritative guidance and interpretation by regulatory bodies is ongoing, and as such, the accounting for the effects of the Tax Act is not final and the full impact of the new regulation is still being evaluated.

Adoption of New Accounting Standards

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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 replaces most existing revenue recognition guidance in GAAP. The new standard was effective for the Company on January 1, 2018. Adoption of ASU 2014-09 did not have a material impact on the Company’s consolidated financial statements and related disclosures as the Company’s primary sources of revenues are derived from interest and dividends earned on loans, investment securities, and other financial instruments that are not within the scope of ASU 2014-09. The Company’s revenue recognition pattern for revenue streams within the scope of ASU 2014-09, including but not limited to service charges on deposit accounts and gains/losses on the sale of OREO, did not change significantly from current practice. The standard permits the use of either the full retrospective or modified retrospective transition method. The Company elected to use the modified retrospective transition method which requires application of ASU 2014-09 to uncompleted contracts at the date of adoption however, periods prior to the date of adoption will not be retrospectively revised as the impact of the ASU on uncompleted contracts at the date of adoption was not material.

In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). The guidance affects the accounting for equity investments, financial liabilities under the fair value option and the presentation and disclosure requirements of financial instruments. ASU 2016-01 was effective for the Company on January 1, 2018 and resulted in separate classification of equity securities previously included in available for sale securities on the consolidated balance sheets with changes in the fair value of the equity securities captured in the consolidated statements of income. See Note 3 – Securities for disclosures related to equity securities. Adoption of the standard also resulted in the use of an exit price rather than an entrance price to determine the fair value of loans not measured at fair value on a non-recurring basis in the consolidated balance sheets. See Note 10 – Fair Value Disclosures for further information regarding the valuation of these loans.

In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business,” (“ASU 2017-01”) to improve such definition and, as a result, assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or as business combinations. The definition of a business impacts many areas of accounting including acquisitions, disposals, goodwill and consolidation. ASU 2017-01 was effective for the Company on January 1, 2018 and is to be applied under a prospective approach. The Company expects the adoption of this new guidance to impact the determination of whether future acquisitions are considered business combinations or asset purchases.

Newly Issued, But Not Yet Effective Accounting Standards

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). The FASB issued this ASU to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet by lessees for those leases classified as operating leases under current U.S. GAAP and disclosing key information about leasing arrangements. The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. Early application of this ASU is permitted for all entities. Adoption of ASU 2016-02 is not expected to have a material impact on the Company’s consolidated financial statements. The Company leases certain properties and equipment under operating leases that will result in the recognition of lease assets and lease liabilities on the Company’s balance sheet under the ASU, however, the majority of the Company’s properties and equipment are owned, not leased. At June 30, 2018, the Company had contractual operating lease commitments of approximately $22,092,000, before considering renewal options that are generally present.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

In June 2016, the FASB iss ued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). Among other things, ASU 2016-13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to form their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, ASU 2016-13 amends the accounting for credit losses on debt securities and p urchased financial assets with credit deterioration. The amendments in ASU 2016-13 are effective for fiscal years beginning after December 31, 2019, and interim periods within those years for public business entities that are SEC filers. Early adoption is permitted for fiscal years, and interim periods within those years, beginning after December 15, 2018, however, the Company does not currently plan to early adopt the ASU. The Company has assessed its data and system needs and is evaluating the impact that adoption of this standard will have on the financial condition and results of operations of the Company .

NOTE 2 – Business combinations AND DIVESTITURES

Interstate Capital Corporation

On June 2, 2018, the Company acquired substantially all of the operating assets of, and assumed certain liabilities associated with, Interstate Capital Corporation’s (“ICC”) accounts receivable factoring business and other related financial services. ICC operates out of offices located in El Paso, Texas and Santa Teresa, New Mexico and provides invoice factoring to small and medium-sized businesses.

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

(Dollars in thousands)
Assets acquired:
Cash and cash equivalents	$	75
Factored receivables		131,017
Premises and equipment		279
Intangible assets		13,920
Other assets		144
		145,435
Liabilities assumed:
Deposits		7,389
Other liabilities		763
		8,152
Fair value of net assets acquired		137,283
Consideration:
Cash paid		160,258
Contingent consideration		20,000
Total consideration		180,258
Goodwill	$	42,975

ICC’s net assets acquired were allocated to the Company’s Factoring segment whose factoring operations were significantly expanded as a result of the transaction. The Company has recognized goodwill of $42,975,000, which was calculated as the excess of both the fair value of cash consideration exchanged and the fair value of the contingent liability assumed as compared to the fair value of identifiable net assets acquired and was allocated to the Company’s Factoring segment. The goodwill in this acquisition resulted from expected synergies and expansion in the factoring market. The goodwill will be deducted for tax purposes. The intangible assets recognized include a customer relationship intangible asset with an acquisition date fair value of $13,500,000 which will be amortized utilizing an accelerated method over its eight year estimated useful life and a trade name intangible asset with an acquisition date fair value of $420,000 which will be amortized on a straight-line basis over its three year estimated useful life.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Consideration paid included contingent consideration with an acquisition date fair value of $20,000,000. The contingent consideration is based on a proprietary index designed to approximat e the rise and fall of transportation invoice prices subsequent to acquisition and is correlated to historical monthly movements in average invoice prices historically experienced by ICC. At the end of a 30 month earnout period, a final average index price will be calculated and the contingent consideration will be settled in cash based on the final average index price. Final contingent consideration payout will range from $0 to $22,000,000 and the fair value of the associated liability will be remeasured e ach reporting period with changes in fair value reflected in operating results.

The operations of ICC are reflected in the Company’s Factoring segment and included in the Company’s operating results beginning June 2, 2018. The initial accounting for the acquisition has not been completed because the fair values of the assets acquired and liabilities assumed have not yet been finalized.

Expenses related to the acquisition, including professional fees and other transaction costs, totaling $1,094,000 were recorded in noninterest expense in the consolidated statements of income during the three months ended June 30, 2018.

First Bancorp of Durango, Inc. and Southern Colorado Corp.

On April 9, 2018 the Company entered into agreements to acquire (i) First Bancorp of Durango, Inc. and its community banking subsidiaries, First National Bank of Durango and Bank of New Mexico and (ii) Southern Colorado Corp. and its community banking subsidiary, Citizens Bank of Pagosa Springs for aggregate cash consideration of approximately $147,500,000. At December 31, 2017, First Bancorp of Durango, Inc. had $646,000,000 in assets, including $271,000,000 in loans, and $574,000,000 in deposits, and Southern Colorado Corp. had $88,000,000 in assets, including $37,000,000 in loans, and $79,000,000 in deposits. The transactions are expected to close during the third quarter of 2018 and are subject to certain customary closing conditions, including receipt of regulatory approvals.

Triumph Healthcare Finance

On January 19, 2018, the Company entered into an agreement to sell the assets (the “Disposal Group”) of Triumph Healthcare Finance (“THF”) and exit its healthcare asset-based lending line of business. At December 31, 2017, the carrying amount of the Disposal Group was transferred to assets held for sale. The sale closed on March 16, 2018.

A summary of the carrying amount of the assets in the Disposal Group and the gain on sale is as follows:

(Dollars in thousands)
Carrying amount of assets in the disposal group:
Loans	$	70,147
Premises and equipment, net		19
Goodwill		1,457
Intangible assets, net		958
Other assets		197
Total carrying amount		72,778
Total consideration received		74,017
Gain on sale of division		1,239
Transaction costs		168
Gain on sale of division, net of transaction costs	$	1,071

The Disposal Group was included in the Banking segment, and the loans in the Disposal Group were previously included in the commercial loan portfolio.

Valley Bancorp, Inc.

Effective December 9, 2017, the Company acquired Valley Bancorp, Inc. (“Valley”) and its community banking subsidiary, Valley Bank & Trust, in an all-cash transaction. Valley Bank & Trust serves individuals and business customers from seven locations across the northern front range including Brighton, Dacono, Denver, Hudson, Westminster and Strasburg, Colorado. Valley Bank & Trust was merged into TBK Bank upon closing. The acquisition expanded the Company’s market in Colorado and further diversified the Company’s loan, customer, and deposit base.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

(Dollars in thousands)
Assets acquired:
Cash and cash equivalents	$	38,473
Securities		97,687
Loans		171,199
FHLB stock		315
Premises and equipment		6,238
Other real estate owned		2,282
Intangible assets		6,072
Bank-owned life insurance		7,153
Other assets		1,882
		331,301
Liabilities assumed:
Deposits		293,398
Junior subordinated debentures		5,470
Other liabilities		2,881
		301,749
Fair value of net assets acquired		29,552
Consideration transferred		40,075
Goodwill	$	10,523

The Company has recognized goodwill of $10,523,000, which was calculated as the excess of both the consideration exchanged and the liabilities assumed as compared to the fair value of identifiable net assets acquired and was allocated to the Company’s Banking segment. The goodwill in this acquisition resulted from expected synergies and expansion in the Colorado market. The goodwill will be deducted for tax purposes. The intangible assets recognized in the transaction will be amortized utilizing an accelerated method over their ten year estimated useful lives. Effective June 30, 2018 the Company reversed a previously established $1.7 million measurement period adjustment for a post-retirement benefit obligation related to an acquired split-dollar bank-owned life insurance policy based on new information obtained about the acquired policy’s conditions existing at the acquisition date. The initial accounting for the acquisition has not been completed because the fair values of the assets acquired and liabilities assumed have not yet been finalized.

In connection with the acquisition, the Company acquired loans both with and without evidence of credit quality deterioration since origination. The acquired loans were initially recorded at fair value with no carryover of any allowance for loan and lease losses. Acquired loans were segregated between those considered to be purchased credit impaired (“PCI”) loans and those without credit impairment at acquisition. The following table presents details of the estimated fair value of acquired loans at the acquisition date:

	Loans,
	Excluding		PCI		Total
(Dollars in thousands)	PCI Loans		Loans		Loans
Commercial real estate	$	73,273	$	254	$	73,527
Construction, land development, land		19,770		1,199		20,969
1-4 family residential properties		26,264		—		26,264
Farmland		16,934		—		16,934
Commercial		31,893		—		31,893
Factored receivables		—		—		—
Consumer		1,612		—		1,612
Mortgage warehouse		—		—		—
	$	169,746	$	1,453	$	171,199

The operations of Valley are included in the Company’s operating results beginning December 9, 2017.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Expenses related to the acquisition, including professional fees and other transaction costs, totaling $1,251,000 were recorded in noninterest expense in the consolidated statements of income during the three months ended December 31, 2017.

Independent Bank Colorado Branches

On October 6, 2017, the Company completed its acquisition of nine branch locations in Colorado from Independent Bank Group, Inc.’s banking subsidiary Independent Bank for an aggregate deposit premium of $6,771,000 or 4.2%. The branches were merged into TBK Bank upon closing. The primary purpose of the acquisition was to improve the Company’s core deposit base and continue to build upon the diversification of the Company’s loan portfolio.

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

(Dollars in thousands)
Assets acquired:
Cash and cash equivalents	$	1,611
Loans		95,794
Premises and equipment		7,524
Intangible assets		3,255
Other assets		1,644
		109,828
Liabilities assumed:
Deposits		160,702
Other liabilities		249
		160,951
Fair value of net assets acquired		(51,123	)
Cash received from seller, net of $6,771 deposit premium		45,306
Goodwill	$	5,817

The Company has recognized goodwill of $5,817,000, which was calculated as the excess of both the consideration exchanged and the liabilities assumed as compared to the fair value of identifiable net assets acquired and was allocated to the Company’s Banking segment. The goodwill in this acquisition resulted from expected synergies and expansion in the Colorado market. The goodwill will be deducted for tax purposes. The intangible assets recognized in the transaction will be amortized utilizing an accelerated method over their ten year estimated useful lives. The initial accounting for the acquisition has not been completed because the fair values of the assets acquired and liabilities assumed have not yet been finalized.

The following table presents details of the estimated fair value of acquired loans at the acquisition date:

(Dollars in thousands)
Commercial real estate	$	13,382
Construction, land development, land		537
1-4 family residential properties		6,986
Farmland		31,490
Commercial		43,104
Factored receivables		—
Consumer		295
Mortgage warehouse		—
	$	95,794

The operations of the branches acquired are included in the Company’s operating results beginning October 6, 2017.

Expenses related to the acquisition, including professional fees and other transaction costs, totaling $437,000 were recorded in noninterest expense in the consolidated statements of income during the three months ended December 31, 2017.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Triumph Capital Advisors, LLC

On March 31, 2017, the Company sold its wholly owned asset management subsidiary, Triumph Capital Advisors, LLC, to an unrelated third party. The transaction was completed to enhance shareholder value and provide a platform for TCA to operate without the impact of regulations intended for depository institutions and their holding companies.

A summary of the consideration received and the gain on sale is as follows:

(Dollars in thousands)
Consideration received (fair value):
Cash	$	10,554
Loan receivable		10,500
Revenue share		1,623
Total consideration received		22,677
Carrying value of TCA membership interest		1,417
Gain on sale of subsidiary or division		21,260
Transaction costs		400
Gain on sale of subsidiary or division, net of transaction costs	$	20,860

The Company financed a portion of the consideration received with a $10,500,000 term credit facility. Terms of the floating rate credit facility provide for quarterly principal and interest payments with an interest rate floor of 5.50%, maturing on March 31, 2023.

In addition, the Company is entitled to receive an annual earn-out payment representing 3% of TCA’s future annual gross revenue, with a total maximum earn-out amount of $2,500,000. The revenue share earn-out was considered contingent consideration which the Company recorded as an asset at its estimated fair value of $1,623,000 on the date of sale. The fair value of the revenue share asset was $1,534,000 at June 30, 2018.

The Company incurred pre-tax expenses related to the transaction, including professional fees and other direct transaction costs, totaling $400,000 which were netted against the gain on sale of subsidiary in the consolidated statements of income during the three months ended March 31, 2017.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 3 - SECURITIES

Equity Securities

The Company held equity securities with fair values of $5,025,000 and $5,006,000 at June 30, 2018 and December 31, 2017, respectively. During the three and six months ended June 30, 2018, the Company recognized unrealized gains of $100,000 and $25,000, respectively, on the equity securities held at June 30, 2018, which were recorded in noninterest income in the consolidated statements of income. There were no sales of equity securities during the three and six months ended June 30, 2018.

Debt Securities

Debt securities have been classified in the financial statements as available for sale or held to maturity. The amortized cost of debt securities and their approximate fair values are as follows:

			Gross		Gross
(Dollars in thousands)	Amortized		Unrealized		Unrealized			Fair
June 30, 2018	Cost		Gains		Losses			Value
Available for sale securities:
U.S. Government agency obligations	$	96,925	$	—	$	(1,260	)	$	95,665
U.S. Treasury notes		1,948		—		(37	)		1,911
Mortgage-backed securities, residential		30,525		223		(510	)		30,238
Asset backed securities		10,713		35		(82	)		10,666
State and municipal		36,285		9		(681	)		35,613
Corporate bonds		5,817		18		(81	)		5,754
SBA pooled securities		3,366		1		(30	)		3,337
Total available for sale securities	$	185,579	$	286	$	(2,681	)	$	183,184

			Gross		Gross
	Amortized		Unrecognized		Unrecognized			Fair
	Cost		Gains		Losses			Value
Held to maturity securities:
CLO securities	$	8,673	$	—	$	(580	)	$	8,093

			Gross		Gross
(Dollars in thousands)	Amortized		Unrealized		Unrealized			Fair
December 31, 2017	Cost		Gains		Losses			Value
Available for sale securities:
U.S. Government agency obligations	$	110,531	$	76	$	(717	)	$	109,890
U.S. Treasury notes		1,940		—		(6	)		1,934
Mortgage-backed securities, residential		33,537		306		(180	)		33,663
Asset backed securities		11,883		47		(85	)		11,845
State and municipal		74,684		150		(443	)		74,391
Corporate bonds		15,271		52		(3	)		15,320
SBA pooled securities		3,535		27		(2	)		3,560
Total available for sale securities	$	251,381	$	658	$	(1,436	)	$	250,603

			Gross		Gross
	Amortized		Unrecognized		Unrecognized			Fair
	Cost		Gains		Losses			Value
Held to maturity securities:
CLO securities	$	8,557	$	—	$	(1,030	)	$	7,527

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The amortized cost and estimated fair value of securities at June 30, 2018, 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	$	20,615	$	20,509	$	—	$	—
Due from one year to five years		89,283		87,951		—		—
Due from five years to ten years		20,723		20,278		3,352		3,282
Due after ten years		10,354		10,205		5,321		4,811
		140,975		138,943		8,673		8,093
Mortgage-backed securities, residential		30,525		30,238		—		—
Asset backed securities		10,713		10,666		—		—
SBA pooled securities		3,366		3,337		—		—
	$	185,579	$	183,184	$	8,673	$	8,093

Proceeds from sales of debt securities and the associated gross gains and losses are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2018		2017		2018			2017
Proceeds	$	—	$	—	$	34,196		$	—
Gross gains		—		—		5			—
Gross losses		—		—		(277	)		—

Debt securities with a carrying amount of approximately $54,226,000 and $85,985,000 at June 30, 2018 and December 31, 2017, respectively, were pledged to secure public deposits, customer repurchase agreements, and for other purposes required or permitted by law.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Information pertaining to debt securities with gross unrealized and unrecognized losses, aggregated by investment category and length of time that individual securities have been in a continuous loss position, are summarized as follows:

	Less than 12 Months					12 Months or More					Total
(Dollars in thousands)	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
June 30, 2018	Value		Losses			Value		Losses			Value		Losses
Available for sale securities:
U.S. Government agency obligations	$	64,383	$	(643	)	$	31,281	$	(617	)	$	95,664	$	(1,260	)
U.S. Treasury notes		1,911		(37	)		—		—			1,911		(37	)
Mortgage-backed securities, residential		11,747		(247	)		5,907		(263	)		17,654		(510	)
Asset backed securities		—		—			4,916		(82	)		4,916		(82	)
State and municipal		26,877		(517	)		7,476		(164	)		34,353		(681	)
Corporate bonds		4,938		(80	)		149		(1	)		5,087		(81	)
SBA pooled securities		3,237		(30	)		—		—			3,237		(30	)
	$	113,093	$	(1,554	)	$	49,729	$	(1,127	)	$	162,822	$	(2,681	)

	Less than 12 Months					12 Months or More					Total
(Dollars in thousands)	Fair		Unrecognized			Fair		Unrecognized			Fair		Unrecognized
June 30, 2018	Value		Losses			Value		Losses			Value		Losses
Held to maturity securities:
CLO securities	$	1,659	$	(187	)	$	6,434	$	(393	)	$	8,093	$	(580	)



	Less than 12 Months					12 Months or More					Total
(Dollars in thousands)	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
December 31, 2017	Value		Losses			Value		Losses			Value		Losses
U.S. Government agency obligations	$	47,605	$	(166	)	$	40,053	$	(551	)	$	87,658	$	(717	)
	$	1,934	$	(6	)	$	—	$	—			1,934		(6	)
Mortgage-backed securities, residential		10,349		(21	)		6,200		(159	)		16,549		(180	)
Asset backed securities		4,898		(85	)		—		—			4,898		(85	)
State and municipal		32,257		(216	)		12,138		(227	)		44,395		(443	)
Corporate bonds		4,073		(2	)		149		(1	)		4,222		(3	)
SBA pooled securities		1,654		(2	)		—		—			1,654		(2	)
	$	102,770	$	(498	)	$	58,540	$	(938	)	$	161,310	$	(1,436	)

	Less than 12 Months					12 Months or More					Total
(Dollars in thousands)	Fair		Unrecognized			Fair		Unrecognized			Fair		Unrecognized
December 31, 2017	Value		Losses			Value		Losses			Value		Losses
Held to maturity securities:
CLO securities	$	1,835	$	(28	)	$	5,692	$	(1,002	)	$	7,527	$	(1,030	)

Management evaluates debt 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.

At June 30, 2018, the Company had 157 debt securities in an unrealized loss position. Management does not have the intent to sell any of these securities 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 securities 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 June 30, 2018, 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

The following table presents the recorded investment and unpaid principal for loans:

	June 30, 2018								December 31, 2017
	Recorded			Unpaid					Recorded			Unpaid
(Dollars in thousands)	Investment			Principal		Difference			Investment			Principal		Difference
Commercial real estate	$	766,839		$	773,357	$	(6,518	)	$	745,893		$	753,803	$	(7,910	)
Construction, land development, land		147,852			150,423		(2,571	)		134,812			138,045		(3,233	)
1-4 family residential properties		122,653			123,783		(1,130	)		125,827			127,499		(1,672	)
Farmland		177,060			180,223		(3,163	)		180,141			184,006		(3,865	)
Commercial		1,006,443			1,007,769		(1,326	)		920,812			924,133		(3,321	)
Factored receivables		603,812			606,744		(2,932	)		374,410			376,046		(1,636	)
Consumer		28,775			28,787		(12	)		31,131			31,144		(13	)
Mortgage warehouse		343,028			343,574		(546	)		297,830			297,830		—
Total		3,196,462		$	3,214,660	$	(18,198	)		2,810,856		$	2,832,506	$	(21,650	)
Allowance for loan and lease losses		(24,547	)							(18,748	)
	$	3,171,915							$	2,792,108

The difference between the recorded investment and the unpaid principal balance is primarily (1) premiums and discounts associated with acquisition date fair value adjustments on acquired loans (both PCI and non-PCI) totaling $14,628,000 and $18,706,000 at June 30, 2018 and December 31, 2017, respectively, and (2) net deferred origination and factoring fees totaling $3,570,000 and $2,944,000 at June 30, 2018 and December 31, 2017, respectively.

At June 30, 2018 and December 31, 2017, the Company had $50,732,000 and $32,459,000, 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.

Loans with carrying amounts of $773,873,000 and $596,230,000 at June 30, 2018 and December 31, 2017, respectively, were pledged to secure Federal Home Loan Bank borrowing capacity.

During the six months ended June 30, 2017, loans with a carrying amount of $1,965,000 were transferred to loans held for sale as the Company made the decision to sell the loans. These loans were subsequently sold resulting in proceeds of $1,919,000 and losses on sale of loans of $46,000, which were recorded as other noninterest income in the consolidated statements of income. No loans were transferred to loans held for sale during the three months ended June 30, 2018 and 2017. There were no loans sold during the six months ended June 30, 2018, other than those included in the sale of THF. See Note 2 – Business Combinations and Divestitures for details of the THF sale and its impact on our consolidated financial statements.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Allowance for Loan and Lea se Losses

The activity in the allowance for loan and lease losses (“ALLL”) is as follows:

(Dollars in thousands)	Beginning										Ending
Three months ended June 30, 2018	Balance		Provision			Charge-offs			Recoveries		Balance
Commercial real estate	$	3,468	$	337		$	(2	)	$	—	$	3,803
Construction, land development, land		998		25			—			2		1,025
1-4 family residential properties		248		4			(14	)		2		240
Farmland		618		91			(200	)		—		509
Commercial		9,193		964			(1	)		74		10,230
Factored receivables		4,493		3,317			(116	)		33		7,727
Consumer		719		110			(234	)		75		670
Mortgage warehouse		285		58			—			—		343
	$	20,022	$	4,906		$	(567	)	$	186	$	24,547

(Dollars in thousands)	Beginning										Ending
Three months ended June 30, 2017	Balance		Provision			Charge-offs			Recoveries		Balance
Commercial real estate	$	2,243	$	263		$	—		$	—	$	2,506
Construction, land development, land		566		512			(163	)		—		915
1-4 family residential properties		160		(25	)		—			14		149
Farmland		214		47			—			—		261
Commercial		11,177		(504	)		(226	)		156		10,603
Factored receivables		4,064		814			(386	)		15		4,507
Consumer		547		233			(308	)		155		627
Mortgage warehouse		122		107			—			—		229
	$	19,093	$	1,447		$	(1,083	)	$	340	$	19,797

(Dollars in thousands)	Beginning										Ending
Six months ended June 30, 2018	Balance		Provision			Charge-offs			Recoveries		Balance
Commercial real estate	$	3,435	$	370		$	(2	)	$	—	$	3,803
Construction, land development, land		883		132			—			10		1,025
1-4 family residential properties		293		(44	)		(14	)		5		240
Farmland		310		399			(200	)		—		509
Commercial		8,150		2,571			(627	)		136		10,230
Factored receivables		4,597		3,786			(700	)		44		7,727
Consumer		783		194			(490	)		183		670
Mortgage warehouse		297		46			—			—		343
	$	18,748	$	7,454		$	(2,033	)	$	378	$	24,547

(Dollars in thousands)	Beginning										Ending
Six months ended June 30, 2017	Balance		Provision			Charge-offs			Recoveries		Balance
Commercial real estate	$	1,813	$	830		$	(137	)	$	—	$	2,506
Construction, land development, land		465		1,025			(582	)		7		915
1-4 family residential properties		253		(95	)		(28	)		19		149
Farmland		170		91			—			—		261
Commercial		8,014		5,289			(3,078	)		378		10,603
Factored receivables		4,088		1,333			(966	)		52		4,507
Consumer		420		605			(607	)		209		627
Mortgage warehouse		182		47			—			—		229
	$	15,405	$	9,125		$	(5,398	)	$	665	$	19,797

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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
June 30, 2018	Individually		Collectively		PCI		Total loans		Individually		Collectively		PCI		Total ALLL
Commercial real estate	$	5,874	$	751,150	$	9,815	$	766,839	$	460	$	3,343	$	—	$	3,803
Construction, land development, land		140		143,832		3,880		147,852		21		1,004		—		1,025
1-4 family residential properties		2,170		119,907		576		122,653		125		115		—		240
Farmland		3,513		173,440		107		177,060		72		437		—		509
Commercial		29,478		976,319		646		1,006,443		2,199		8,027		4		10,230
Factored receivables		4,607		599,205		—		603,812		1,535		6,192		—		7,727
Consumer		263		28,512		—		28,775		50		620		—		670
Mortgage warehouse		—		343,028		—		343,028		—		343		—		343
	$	46,045	$	3,135,393	$	15,024	$	3,196,462	$	4,462	$	20,081	$	4	$	24,547

(Dollars in thousands)	Loan Evaluation								ALLL Allocations
December 31, 2017	Individually		Collectively		PCI		Total loans		Individually		Collectively		PCI		Total ALLL
Commercial real estate	$	1,013	$	735,118	$	9,762	$	745,893	$	123	$	3,312	$	—	$	3,435
Construction, land development, land		136		130,732		3,944		134,812		—		883		—		883
1-4 family residential properties		2,638		122,093		1,096		125,827		152		141		—		293
Farmland		3,800		176,232		109		180,141		—		310		—		310
Commercial		26,616		893,509		687		920,812		1,409		6,741		—		8,150
Factored receivables		4,726		369,684		—		374,410		949		3,648		—		4,597
Consumer		384		30,747		—		31,131		80		703		—		783
Mortgage warehouse		—		297,830		—		297,830		—		297		—		297
	$	39,313	$	2,755,945	$	15,598	$	2,810,856	$	2,713	$	16,035	$	—	$	18,748

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following is a summary of information pertaining to impaired loans. PCI loans that have not deteriorated subsequent to acquisition are not consi dered impaired and therefore do not require an allowance and are excluded from these tables.

	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
June 30, 2018	Investment		Principal		Allowance		Investment		Principal
Commercial real estate	$	4,755	$	4,755	$	460	$	1,119	$	1,185
Construction, land development, land		88		88		21		52		52
1-4 family residential properties		221		216		125		1,949		2,053
Farmland		914		900		72		2,599		2,881
Commercial		14,981		15,010		2,199		14,497		14,649
Factored receivables		4,607		4,607		1,535		—		—
Consumer		170		163		50		93		99
Mortgage warehouse		—		—		—		—		—
PCI		79		64		4		—		—
	$	25,815	$	25,803	$	4,466	$	20,309	$	20,919

	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, 2017	Investment		Principal		Allowance		Investment		Principal
Commercial real estate	$	165	$	165	$	123	$	848	$	881
Construction, land development, land		—		—		—		136		136
1-4 family residential properties		237		235		152		2,401		2,519
Farmland		—		—		—		3,800		4,071
Commercial		9,194		9,191		1,409		17,422		17,605
Factored receivables		4,726		4,726		949		—		—
Consumer		271		267		80		113		115
Mortgage warehouse		—		—		—		—		—
PCI		—		—		—		—		—
	$	14,593	$	14,584	$	2,713	$	24,720	$	25,327

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents average impaired loans and interest recognized on impaired:

	Three Months Ended				Three Months Ended
	June 30, 2018				June 30, 2017
	Average		Interest		Average		Interest
(Dollars in thousands)	Impaired Loans		Recognized		Impaired Loans		Recognized
Commercial real estate	$	3,378	$	6	$	793	$	1
Construction, land development, land		140		—		275		—
1-4 family residential properties		2,251		2		1,488		6
Farmland		3,834		10		3,200		9
Commercial		29,088		174		24,023		109
Factored receivables		4,175		—		3,512		—
Consumer		346		—		122		—
Mortgage warehouse		—		—		—		—
PCI		40		—		1,494		—
	$	43,252	$	192	$	34,907	$	125

	Six Months Ended				Six Months Ended
	June 30, 2018				June 30, 2017
	Average		Interest		Average		Interest
(Dollars in thousands)	Impaired Loans		Recognized		Impaired Loans		Recognized
Commercial real estate	$	3,443	$	6	$	1,159	$	1
Construction, land development, land		138		—		248		—
1-4 family residential properties		2,404		4		1,402		7
Farmland		3,657		17		2,406		18
Commercial		28,047		664		27,960		232
Factored receivables		4,666		—		3,235		—
Consumer		323		1		89		—
Mortgage warehouse		—		—		—		—
PCI		40		—		405		—
	$	42,718	$	692	$	36,904	$	258

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Past Due and Nonaccrual Loans

The following is a summary of contractually past due and nonaccrual loans:

	Past Due		Past Due 90
(Dollars in thousands)	30-89 Days		Days or More
June 30, 2018	Still Accruing		Still Accruing		Nonaccrual		Total
Commercial real estate	$	3,220	$	—	$	5,875	$	9,095
Construction, land development, land		555		—		140		695
1-4 family residential properties		970		79		2,094		3,143
Farmland		2,152		—		2,744		4,896
Commercial		5,930		313		26,400		32,643
Factored receivables		25,190		2,331		—		27,521
Consumer		739		—		270		1,009
Mortgage warehouse		—		—		—		—
PCI		—		—		2,221		2,221
	$	38,756	$	2,723	$	39,744	$	81,223

	Past Due		Past Due 90
(Dollars in thousands)	30-89 Days		Days or More
December 31, 2017	Still Accruing		Still Accruing		Nonaccrual		Total
Commercial real estate	$	1,374	$	—	$	1,012	$	2,386
Construction, land development, land		—		—		136		136
1-4 family residential properties		1,378		62		2,625		4,065
Farmland		250		109		3,412		3,771
Commercial		6,630		39		22,247		28,916
Factored receivables		20,858		1,454		—		22,312
Consumer		947		—		384		1,331
Mortgage warehouse		165		—		—		165
PCI		72		—		2,333		2,405
	$	31,674	$	1,664	$	32,149	$	65,487

The following table presents information regarding nonperforming loans at the dates indicated:

(Dollars in thousands)	June 30, 2018		December 31, 2017
Nonaccrual loans ⁽¹⁾	$	39,744	$	32,149
Factored receivables greater than 90 days past due		2,331		1,454
Troubled debt restructurings accruing interest		3,746		5,128
	$	45,821	$	38,731

⁽¹⁾

Includes troubled debt restructurings of $6,295,000 and $14,009,000 at June 30, 2018 and December 31, 2017, respectively.

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 substandard or doubtful.

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 June 30, 2018 and December 31, 2017, based on the most recent analysis performed, the risk category of loans is as follows:

(Dollars in thousands)
June 30, 2018	Pass		Substandard		Doubtful		PCI		Total
Commercial real estate	$	752,953	$	4,071	$	—	$	9,815	$	766,839
Construction, land development, land		143,832		140		—		3,880		147,852
1-4 family residential		119,900		2,177		—		576		122,653
Farmland		171,272		5,681		—		107		177,060
Commercial		972,695		33,102		—		646		1,006,443
Factored receivables		599,564		3,412		836		—		603,812
Consumer		28,498		277		—		—		28,775
Mortgage warehouse		343,028		—		—		—		343,028
	$	3,131,742	$	48,860	$	836	$	15,024	$	3,196,462

(Dollars in thousands)
December 31, 2017	Pass		Substandard		Doubtful		PCI		Total
Commercial real estate	$	732,175	$	3,956	$	—	$	9,762	$	745,893
Construction, land development, land		130,732		136		—		3,944		134,812
1-4 family residential		122,044		2,687		—		1,096		125,827
Farmland		171,017		9,015		—		109		180,141
Commercial		878,957		41,168		—		687		920,812
Factored receivables		370,839		2,325		1,246		—		374,410
Consumer		30,739		392		—		—		31,131
Mortgage warehouse		297,830		—		—		—		297,830
	$	2,734,333	$	59,679	$	1,246	$	15,598	$	2,810,856

Troubled Debt Restructurings

The Company had a recorded investment in troubled debt restructurings of $10,041,000 and $19,137,000 as of June 30, 2018 and December 31, 2017, respectively. The Company had allocated specific allowances for these loans of $650,000 and $535,000 at June 30, 2018 and December 31, 2017, respectively, and had not committed to lend additional amounts. The Company’s troubled debt restructurings are the result of granting a borrower that is experiencing financial difficulty a concession such as extending amortization periods, reducing contractual interest rates, or a combination thereof. The Company did not grant principal reductions on any restructured loans.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents loans modified as troubled debt restructurings that occurred during the six months ended June 30, 2018 and 2017:

			Pre-Modification		Post-Modification
			Outstanding		Outstanding
(Dollars in thousands)	Number of		Recorded		Recorded
June 30, 2018	Loans		Investment		Investment
1-4 family residential properties		3	$	111	$	111
Commercial		2	$	75	$	75
Total		5	$	186	$	186

Pre-Modification

Post-Modification

Outstanding

(Dollars in thousands)

Number of

Recorded

June 30, 2017

Loans

Investment

Commercial

186

During the six months ended June 30, 2018, the Company had one loan modified as troubled debt restructurings with a recorded investment of $156,000 for which there was a payment default within twelve months following the modification. During the six months ended June 30, 2017, the Company had three loans modified as troubled debt restructurings with a recorded investment of $2,983,000 for which there were payment defaults within twelve months following the modification. The full recorded investment in one of these loans of $2,702,000 was charged off during the period. Default is determined at 90 or more days past due.

Residential Real Estate Loans In Process of Foreclosure

At June 30, 2018, the Company had $20,000 in 1-4 family residential real estate loans for which formal foreclosure proceedings were in process.

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 June 30, 2018 and December 31, 2017, are as follows:

	June 30,		December 31,
	2018		2017
Contractually required principal and interest:
Real estate loans	$	15,217	$	16,360
Commercial loans		3,191		3,501
Outstanding contractually required principal and interest	$	18,408	$	19,861
Gross carrying amount included in loans receivable	$	15,024	$	15,598

The changes in accretable yield during the three and six months ended June 30, 2018 and 2017 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 June 30,						Six Months Ended June 30,
	2018			2017			2018			2017
Accretable yield, beginning balance	$	2,442		$	3,432		$	2,793		$	4,261
Additions		—			—			—			—
Accretion		(354	)		(2,234	)		(738	)		(2,706	)
Reclassification from nonaccretable to accretable yield		17			1,928			50			2,011
Disposals		—			—			—			(440	)
Accretable yield, ending balance	$	2,105		$	3,126		$	2,105		$	3,126

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 5 - GOODWILL AND INTANGIBLE ASSETS

Goodwill and intangible assets consist of the following:

(Dollars in thousands)		June 30, 2018				December 31, 2017
Goodwill		$	86,668			$	44,126

	June 30, 2018							December 31, 2017
	Gross Carrying		Accumulated			Net Carrying		Gross Carrying		Accumulated			Net Carrying
(Dollars in thousands)	Amount		Amortization			Amount		Amount		Amortization			Amount
Core deposit intangibles	$	29,511	$	(13,443	)	$	16,068	$	29,511	$	(11,335	)	$	18,176
Other intangible assets		15,438		(397	)		15,041		1,764		(288	)		1,476
	$	44,949	$	(13,840	)	$	31,109	$	31,275	$	(11,623	)	$	19,652

The changes in goodwill and intangible assets during the three and six months ended June 30, 2018 and 2017 are as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2018			2017			2018			2017
Beginning balance	$	63,923		$	44,232		$	63,778		$	46,531
Acquired goodwill		42,975			—			42,975			151
Goodwill measurement period adjustment		(1,680	)		—			—			—
Acquired intangibles		13,920			—			13,935			—
Divestiture		—			—			(433	)		(1,339	)
Amortization of intangibles		(1,361	)		(911	)		(2,478	)		(2,022	)
Ending balance	$	117,777		$	43,321		$	117,777		$	43,321

NOTE 6 – Variable Interest Entities

Collateralized Loan Obligation Funds – Closed

The Company, through its subsidiary Triumph Capital Advisors, acted as the asset manager or provided certain middle and back office staffing and services to the asset manager of various CLO funds. TCA earned asset management fees in accordance with the terms of its asset management or staffing and services agreements associated with the CLO funds. TCA earned asset management fees totaling $1,717,000 for the three months ended March 31, 2017. On March 31, 2017 the Company sold its membership interests in TCA as discussed in Note 2 – Business Combinations and Divestitures. As a result of the TCA sale, as of March 31, 2017 the Company no longer acted as asset manager or staffing and services provider for any CLO funds.

The Company holds investments in the subordinated notes of the following closed CLO funds:

	Offering	Offering
(Dollars in thousands)	Date	Amount
Trinitas CLO IV, LTD (Trinitas IV)	June 2, 2016	$	406,650
Trinitas CLO V, LTD (Trinitas V)	September 22, 2016	$	409,000
Trinitas CLO VI, LTD (Trinitas VI)	June 20, 2017	$	717,100

The carrying amounts of the Company’s investments in the subordinated notes of the CLO funds, which represent the Company’s maximum exposure to loss as a result of its involvement with the CLO funds, totaled $8,673,000 and $8,557,000 at June 30, 2018 and December 31, 2017, respectively, and are classified as held to maturity securities within the Company’s consolidated balance sheets.

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 were variable interest entities and that the Company holds variable interests in the entities in the form of its investments in the subordinated

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

notes of entities. However, the Company also concluded that the Company does not have the power to direct the activities that most significantly impact the entities’ economic performance. As a result, the Company was not the primary ben eficiary and therefore was not required to consolidate the assets, liabilities, equity, or operations of the closed CLO funds in the Company’s financial statements.

Collateralized Loan Obligation Fund – Warehouse Phase

From time to time, the Company may invest in the subordinated debt of entities formed to be the issuers of CLO offerings during their warehouse phases . The Company’s investments in these CLO funds are repaid when the CLO funds’ warehouse phases are closed and the CLO offerings are issued. The Company’s maximum exposure to loss as a result of its involvement with these CLO funds is limited to the carrying amount of its investments in the subordinated debt of the CLO funds. The Company did not hold any investments in the subordinated debt of CLO funds during their warehouse phase at December 31, 2017 or during the six months ended June 30, 2018. Income from the Company’s investments in CLO warehouse entities totaled $990,000 and $1,954,000 during the three and six months ended June 30, 2017, respectively, which is included in other noninterest income within the Company’s consolidated statements of income.

The Company performed a consolidation analysis of CLO funds during their warehouse phases and concluded that the CLO funds were variable interest entities and that the Company held a variable interest in the entities that could potentially be significant to the entities in the form of its investments in the subordinated notes of the entities. However, the Company also concluded that 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 June 30, 2018 and December 31, 2017 are summarized as follows:

(Dollars in thousands)	June 30, 2018		December 31, 2017
Noninterest bearing demand	$	561,033	$	564,225
Interest bearing demand		358,246		403,244
Individual retirement accounts		101,380		108,505
Money market		268,699		283,969
Savings		239,127		235,296
Certificates of deposit		751,290		837,384
Brokered deposits		345,167		188,725
Total Deposits	$	2,624,942	$	2,621,348

At June 30, 2018, scheduled maturities of certificates of deposits, individual retirement accounts and brokered deposits are as follows:

(Dollars in thousands)	June 30, 2018
Within one year	$	966,202
After one but within two years		145,823
After two but within three years		40,737
After three but within four years		30,331
After four but within five years		14,744
Total	$	1,197,837

Time deposits, including individual retirement accounts, certificates of deposit, and brokered deposits, with individual balances of $250,000 and greater totaled $146,333,000 and $158,197,000 at June 30, 2018 and December 31, 2017, 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.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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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.

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

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

	June 30, 2018				December 31, 2017
(Dollars in thousands)	Fixed Rate		Variable Rate		Fixed Rate		Variable Rate
Unused lines of credit	$	87,788	$	295,850	$	133,634	$	242,236
Standby letters of credit		2,513		2,647		1,998		8,169
Mortgage warehouse commitments	$	—		242,186	$	—		239,632

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.

Mortgage warehouse commitments are unconditionally cancellable and represent the unused capacity on mortgage warehouse facilities the Company has approved. The Company reserves the right to refuse to buy any mortgage loans offered for sale by a customer, for any reason, at the Company’s sole and absolute discretion.

The Company records a liability for loan and lease losses on off-balance sheet lending-related commitments through a charge to other noninterest expense on the Company’s consolidated statements of income. At June 30, 2018 and December 31, 2017, the liability for loan and lease losses on off-balance sheet lending-related commitments totaled $387,000 and $501,000, respectively, and was included in other liabilities on the Company’s consolidated balance sheets.

In addition to the commitments above, the Company had overdraft protection available in the amounts of $2,973,000 and $2,397,000 at June 30, 2018 and December 31, 2017, respectively.

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.

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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 Note 15 of the Company’s 2017 Form 10-K, except for the valuation of loans held for investment which was impact by the adoption of ASU 2016-01. In accordance with ASU 2016-01, the fair value of loans held for investment, excluding previously presented impaired loans measured at fair value on a non-recurring basis, is estimated using discounted cash flow analyses. The discount rates used to determine fair value use interest rate spreads that reflect factors such as liquidity, credit, and nonperformance risk of the loans. Loans are considered a Level 3 classification.

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 June 30, 2018 and December 31, 2017.

(Dollars in thousands)	Fair Value Measurements Using						Total
June 30, 2018	Level 1		Level 2		Level 3		Fair Value
Securities available for sale
U.S. Government agency obligations	$	—	$	95,665	$	—	$	95,665
U.S. Treasury notes		—		1,911		—		1,911
Mortgage-backed securities, residential		—		30,238		—		30,238
Asset backed securities		—		10,666		—		10,666
State and municipal		—		35,613		—		35,613
Corporate bonds		—		5,754		—		5,754
SBA pooled securities		—		3,337		—		3,337
	$	—	$	183,184	$	—	$	183,184

Equity securities
Mutual fund	$	5,025	$	—	$	—	$	5,025

(Dollars in thousands)	Fair Value Measurements Using						Total
December 31, 2017	Level 1		Level 2		Level 3		Fair Value
Securities available for sale
U.S. Government agency obligations	$	—	$	109,890	$	—	$	109,890
U.S. Treasury notes		—		1,934		—		1,934
Mortgage-backed securities, residential		—		33,663		—		33,663
Asset backed securities		—		11,845		—		11,845
State and municipal		—		74,391		—		74,391
Corporate bonds		—		15,320		—		15,320
SBA pooled securities		—		3,560		—		3,560
	$	—	$	250,603	$	—	$	250,603

Equity securities
Mutual fund	$	5,006	$	—	$	—	$	5,006

There were no transfers between levels during 2018 or 2017.

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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 June 30, 2018 and December 31, 2017.

(Dollars in thousands)	Fair Value Measurements Using						Total
June 30, 2018	Level 1		Level 2		Level 3		Fair Value
Impaired loans
Commercial real estate	$	—	$	—	$	4,295	$	4,295
Construction, land development, land		—		—		67		67
1-4 family residential properties		—		—		96		96
Farmland		—		—		842		842
Commercial		—		—		12,782		12,782
Factored receivables		—		—		3,072		3,072
Consumer		—		—		120		120
PCI		—		—		75		75
Other real estate owned ⁽¹⁾
Commercial		—		—		515		515
	$	—	$	—	$	21,864	$	21,864

(Dollars in thousands)	Fair Value Measurements Using						Total
December 31, 2017	Level 1		Level 2		Level 3		Fair Value
Impaired loans
Commercial real estate	$	—	$	—	$	42	$	42
1-4 family residential properties		—		—		85		85
Commercial		—		—		7,785		7,785
Factored receivables		—		—		3,777		3,777
Consumer		—		—		191		191
Other real estate owned ⁽¹⁾
Commercial		—		—		138		138
Construction, land development, land		—		—		202		202
	$	—	$	—	$	12,220	$	12,220

⁽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. For real estate loans, 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. For non-real estate loans, fair value of the impaired loan’s collateral may be determined using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business.

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OREO : OREO is primarily comprised of real estate acquired in partial or full satisfaction of loans. OREO is recorded at its estimated fai r 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 charged to the ALLL. Subsequent changes in fair value are reported as adjustments to the c arrying 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 t he 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.

The estimated fair values of the Company’s financial instruments not measured at fair value on a recurring or non-recurring basis at June 30, 2018 and December 31, 2017 were as follows:

(Dollars in thousands)	Carrying		Fair Value Measurements Using						Total
June 30, 2018	Amount		Level 1		Level 2		Level 3		Fair Value
Financial assets:
Cash and cash equivalents	$	133,365	$	133,365	$	—	$	—	$	133,365
Securities - held to maturity		8,673		—		—		8,093		8,093
Loans not previously presented, gross		3,170,647		—		—		3,156,021		3,156,021
FHLB stock		19,223	N/A		N/A		N/A		N/A
Accrued interest receivable		15,193		15,193		—		—		15,193

Financial liabilities:
Deposits		2,624,942		—		2,616,370		—		2,616,370
Customer repurchase agreements		10,509		—		10,509		—		10,509
Federal Home Loan Bank advances		420,000		—		420,000		—		420,000
Subordinated notes		48,878		—		50,841		—		50,841
Junior subordinated debentures		38,849		—		40,795		—		40,795
Accrued interest payable		4,380		4,380		—		—		4,380

(Dollars in thousands)	Carrying		Fair Value Measurements Using						Total
December 31, 2017	Amount		Level 1		Level 2		Level 3		Fair Value
Financial assets:
Cash and cash equivalents	$	134,129	$	134,129	$	—	$	—	$	134,129
Securities - held to maturity		8,557		—		—		7,527		7,527
Loans not previously presented, net		2,780,228		—		—		2,800,362		2,800,362
Loans included in assets held for sale, net		68,668		—		—		69,268		69,268
FHLB stock		16,006	N/A		N/A		N/A		N/A
Accrued interest receivable		15,517		15,517		—		—		15,517

Financial liabilities:
Deposits		2,621,348		—		2,616,034		—		2,616,034
Customer repurchase agreements		11,488		—		11,488		—		11,488
Federal Home Loan Bank advances		365,000		—		365,000		—		365,000
Subordinated notes		48,828		—		52,310		—		52,310
Junior subordinated debentures		38,623		—		41,563		—		41,563
Accrued interest payable		3,323		3,323		—		—		3,323

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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NOTE 11 - Regulatory Matters

The Company (on a consolidated basis) and TBK Bank 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 or TBK Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and TBK Bank 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 regulation to ensure capital adequacy require the Company and TBK Bank to maintain minimum amounts and ratios (set forth in the table below) of total, common equity Tier 1, and Tier 1 capital to risk weighted assets, and of Tier 1 capital to average assets. Management believes, as of June 30, 2018 and December 31, 2017, the Company and TBK Bank meet all capital adequacy requirements to which they are subject.

As of June 30, 2018 and December 31, 2017, TBK Bank’s capital ratios exceeded those levels necessary to be categorized as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well capitalized,” TBK Bank must maintain minimum total risk based, common equity Tier 1 risk based, Tier 1 risk based, and Tier 1 leverage ratios as set forth in the table below. There are no conditions or events since June 30, 2018 that management believes have changed TBK Bank’s category.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The actual capital amounts and ratios for the Company and TBK Bank as of June 30, 2018 and December 31, 2017 are presented in the following table.

								To Be Well
								Capitalized Under
				Minimum for Capital				Prompt Corrective
(Dollars in thousands)	Actual			Adequacy Purposes				Action Provisions
As of June 30, 2018	Amount		Ratio	Amount		Ratio		Amount		Ratio
Total capital (to risk weighted assets)
Triumph Bancorp, Inc.	$	600,394	16.7%	$	286,840		8.0%	N/A		N/A
TBK Bank, SSB	$	401,800	11.7%	$	274,269		8.0%	$	342,836		10.0%

Tier 1 capital (to risk weighted assets)
Triumph Bancorp, Inc.	$	526,582	14.7%	$	215,130		6.0%	N/A		N/A
TBK Bank, SSB	$	376,968	11.0%	$	205,701		6.0%	$	274,268		8.0%

Common equity Tier 1 capital (to risk weighted assets)
Triumph Bancorp, Inc.	$	478,075	13.3%	$	161,348		4.5%	N/A		N/A
TBK Bank, SSB	$	376,968	11.0%	$	154,276		4.5%	$	222,843		6.5%

Tier 1 capital (to average assets)
Triumph Bancorp, Inc.	$	526,582	15.0%	$	140,394		4.0%	N/A		N/A
TBK Bank, SSB	$	376,968	10.9%	$	138,127		4.0%	$	172,658		5.0%

As of December 31, 2017
Total capital (to risk weighted assets)
Triumph Bancorp, Inc.	$	436,036	13.2%	$	264,026		8.0%	N/A		N/A
TBK Bank, SSB	$	361,068	11.4%	$	254,139		8.0%	$	317,674		10.0%

Tier 1 capital (to risk weighted assets)
Triumph Bancorp, Inc.	$	367,958	11.1%	$	198,019		6.0%	N/A		N/A
TBK Bank, SSB	$	341,910	10.8%	$	190,603		6.0%	$	254,137		8.0%

Common equity Tier 1 capital (to risk weighted assets)
Triumph Bancorp, Inc.	$	320,265	9.7%	$	148,514		4.5%	N/A		N/A
TBK Bank, SSB	$	341,910	10.8%	$	142,952		4.5%	$	206,486		6.5%

Tier 1 capital (to average assets)
Triumph Bancorp, Inc.	$	367,958	11.8%	$	124,754		4.0%	N/A		N/A
TBK Bank, SSB	$	341,910	11.1%	$	123,088		4.0%	$	153,860		5.0%

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

Beginning in January 2016, the implementation of the capital conservation buffer set forth by the Basel III regulatory capital framework was effective for the Company starting at 0.625% of risk weighted assets above the minimum risk based capital ratio requirements and increasing 0.625% each year thereafter, until it reaches 2.5% on January 1, 2019. The capital conservation buffer was 1.875% and 1.25% at June 30, 2018 and December 31, 2017, respectively. The capital conservation buffer is designed to absorb losses during periods of economic stress and requires increased capital levels for the purpose of capital distributions and other payments. Failure to meet the full amount of the buffer will result in restrictions on the Company’s ability to make capital distributions, including dividend payments and stock repurchases, and to pay discretionary bonuses to executive officers. At June 30, 2018 and December 31, 2017, the Company’s and TBK Bank’s risk based capital exceeded the required capital conservation buffer.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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NOTE 12 – STOCKHOLDERS’ EQUITY

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

Common Stock

	June 30, 2018			December 31, 2017
Shares authorized		50,000,000			50,000,000
Shares issued		26,364,052			20,912,396
Treasury shares		(103,267	)		(91,951	)
Shares outstanding		26,260,785			20,820,445
Par value per share	$	0.01		$	0.01

Preferred Stock

	Series A						Series B
(Dollars in thousands, except per share amounts)	June 30, 2018			December 31, 2017			June 30, 2018			December 31, 2017
Shares authorized		50,000			50,000			115,000			115,000
Shares issued		45,500			45,500			51,076			51,076
Shares outstanding		45,500			45,500			51,076			51,076
Par value per share	$	0.01		$	0.01		$	0.01		$	0.01
Liquidation preference per share	$	100		$	100		$	100		$	100
Liquidation preference amount	$	4,550		$	4,550		$	5,108		$	5,108
Dividend rate	Prime + 2%			Prime + 2%				8.00	%		8.00	%
Dividend rate - floor		8.00	%		8.00	%	N/A			N/A
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

Common Stock Offering

On April 12, 2018 the Company completed an underwritten public offering of 5,405,000 shares of the Company’s common stock, including 705,000 shares sold pursuant to the underwriters’ full exercise of their option to purchase additional shares, at $37.50 per share for total gross proceeds of $202,688,000. Net proceeds from the offering, after deducting the underwriting discount and offering expenses, were approximately $192,053,000.

NOTE 13 – STOCK BASED COMPENSATION

Stock based compensation expense that has been charged against income was $567,000 and $1,053,000 for the three and six months ended June 30, 2018, respectively, and $323,000 and $1,025,000 for the three and six months ended June 30, 2017, respectively.

2014 Omnibus Incentive Plan

The Company’s 2014 Omnibus Incentive Plan (“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.

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Restricted Stock Awards

A summary of changes in the Company’s nonvested Restricted Stock Awards (“RSAs”) under the Omnibus Incentive Plan for the six months ended June 30, 2018 were as follows:

				Weighted-Average
				Grant-Date
Nonvested RSAs	Shares			Fair Value
Nonvested at January 1, 2018		102,776		$	18.68
Granted		45,290			39.91
Vested		(58,435	)		18.48
Forfeited		(1,792	)		22.77
Nonvested at June 30, 2018		87,839		$	29.69

RSAs granted to employees under the Omnibus Incentive Plan typically vest over three to four years. Compensation expense for the RSAs will be recognized over the vesting period of the awards based on the fair value of the stock at the issue date. As of June 30, 2018, there was $1,889,000 of unrecognized compensation cost related to the nonvested RSAs. The cost is expected to be recognized over a remaining period of 3.46 years.

Restricted Stock Units

A summary of changes in the Company’s nonvested Restricted Stock Units (“RSUs”) under the Omnibus Incentive Plan for the six months ended June 30, 2018 were as follows:

			Weighted-Average
			Grant-Date
Nonvested RSUs	Shares		Fair Value
Nonvested at January 1, 2018		—	$	—
Granted		59,658		38.75
Vested		—		—
Forfeited		—		—
Nonvested at June 30, 2018		59,658	$	38.75

RSUs granted to employees under the Omnibus Incentive Plan vest after five years. Compensation expense for the RSUs will be recognized over the vesting period of the awards based on the fair value of the stock at the issue date. As of June 30, 2018, there was $2,235,000 of unrecognized compensation cost related to the nonvested RSUs. The cost is expected to be recognized over a remaining period of 4.84 years.

Performance Stock Units

A summary of changes in the Company’s nonvested Performance Stock Units (“PSUs”) under the Omnibus Incentive Plan for the six months ended June 30, 2018 were as follows:

			Weighted-Average
			Grant-Date
Nonvested PSUs	Shares		Fair Value
Nonvested at January 1, 2018		—	$	—
Granted		59,658		38.57
Vested		—		—
Forfeited		—		—
Nonvested at June 30, 2018		59,658	$	38.57

PSUs granted to employees under the Omnibus Incentive Plan vest after five years. The number of shares issued upon vesting will range from 0% to 175% of the PSUs granted based on the Company’s relative total shareholder return (“TSR”) as compared to the

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

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TSR of a specified group of peer banks. Compensation expense for the PSUs will be recognized over the vesting period of the awards based on the fair value of the award at the grant date. The fair value of PSUs granted is estimated using a Monte Carlo simulation. Expected volatilities were determined based on the historical volatilities of the Company and the specified peer group. The risk-free interest rate for the performance period was derived from the Treasury constant maturities yield curve on the valuation date.

	Six Months Ended
	June 30, 2018
Grant date	May 1, 2018
Performance period	5.00 Years
Stock price	$	38.85
Triumph stock price volatility		29.13	%
Risk-free rate		2.76	%

As of June 30, 2018, there was $2,224,000 of unrecognized compensation cost related to the nonvested PSUs. The cost is expected to be recognized over a remaining period of 4.84 years.

Stock Options

A summary of the changes in the Company’s stock options under the Omnibus Incentive Plan for the six months ended June 30, 2018 were as follows:

						Weighted-Average
						Remaining		Aggregate
				Weighted-Average		Contractual Term		Intrinsic Value
Stock Options	Shares			Exercise Price		(In Years)		(In Thousands)
Outstanding at January 1, 2018		185,328		$	18.97
Granted		51,952			38.75
Exercised		(2,556	)		17.16
Forfeited or expired		(3,186	)		18.98
Outstanding at June 30, 2018		231,538		$	23.43		8.47	$	4,010

Fully vested shares and shares expected to vest at June 30, 2018		231,538		$	23.43		8.47	$	4,010

Shares exercisable at June 30, 2018		75,550		$	17.73		7.95	$	1,739

Information related to the stock options for the six months ended June 30, 2018 and 2017 was as follows:

	Six Months Ended June 30,
(Dollars in thousands, except per share amounts)	2018		2017
Aggregate intrinsic value of options exercised	$	59	$	243
Cash received from option exercises		—		281
Tax benefit realized from options exercises		12		85
Weighted average fair value of options granted	$	13.22	$	8.71

Stock options awarded to employees under the Omnibus Incentive Plan are generally granted with an exercise price equal to the market price of the Company’s common stock at the date of grant, vest over four years, and have ten year contractual terms. The fair value of stock options granted is estimated at the date of grant using the Black-Scholes option-pricing model. Expected volatilities were determined based on a blend of the Company’s historical volatility and historical volatilities of a peer group of companies with a similar size, industry, stage of life cycle, and capital structure. The expected term of the options granted was determined based on the SEC simplified method, which calculates the expected term as the mid-point between the weighted average time to vesting and the contractual term. The risk-free interest rate for the expected term of the options was derived from the Treasury constant maturity yield curve on the valuation date.

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The fair value of the stock options granted was determined using the following weighted-average assumptions:

	Six Months Ended June 30,
	2018			2017
Risk-free interest rate		2.85	%		2.11	%
Expected term	6.25 years			6.25 Years
Expected stock price volatility		28.07	%		29.70	%
Dividend yield		—			—

As of June 30, 2018, there was $954,000 of unrecognized compensation cost related to nonvested stock options granted under the Omnibus Incentive Plan. The cost is expected to be recognized over a remaining period of 3.34 years.

NOTE 14 – EARNINGS PER SHARE

The factors used in the earnings per share computation follow:

	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2018		2017		2018		2017
Basic
Net income to common stockholders	$	12,192	$	9,467	$	24,070	$	19,748
Weighted average common shares outstanding		25,519,108		18,012,905		23,133,489		17,984,184
Basic earnings per common share	$	0.48	$	0.53	$	1.04	$	1.10
Diluted
Net income to common stockholders	$	12,192	$	9,467	$	24,070	$	19,748
Dilutive effect of preferred stock		193		193		383		385
Net income to common stockholders - diluted	$	12,385	$	9,660	$	24,453	$	20,133
Weighted average common shares outstanding		25,519,108		18,012,905		23,133,489		17,984,184
Dilutive effects of:
Assumed conversion of Preferred A		315,773		315,773		315,773		315,773
Assumed conversion of Preferred B		354,471		354,471		354,471		354,471
Assumed exercises of stock warrants		—		129,896		—		137,896
Assumed exercises of stock options		86,821		32,592		85,123		40,233
Restricted stock awards		37,417		47,521		60,425		67,308
Restricted stock units		2,288		—		862		—
Performance stock units		—		—		—		—
Average shares and dilutive potential common shares		26,315,878		18,893,158		23,950,143		18,899,865
Diluted earnings per common share	$	0.47	$	0.51	$	1.02	$	1.07

Shares that were not considered in computing diluted earnings per common share because they were antidilutive are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
Shares assumed to be converted from Preferred Stock Series A		—		—		—		—
Shares assumed to be converted from Preferred Stock Series B		—		—		—		—
Stock options		51,952		58,442		51,952		58,442
Restricted stock awards		—		35,270		—		35,270
Restricted stock units		—		—		—		—
Performance stock units		59,658		—		59,658		—

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. The accounting policies of the segments are substantially similar to those described in the “Summary of Significant Accounting Policies” in Note 1 of the Company’s 2017 Form 10-K. 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 loss determination. 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 TBC. General factoring services not originated through TBC are included in the Banking segment. On March 31, 2017, the Company sold its 100% membership interest in Triumph Capital Advisors, LLC (“TCA”) and discontinued fee based asset management services. TCA operations were not material during the year ended December 31, 2017 and are reflected in the Corporate segment, along with the gain on sale of the Company’s membership interest in TCA.

(Dollars in thousands)
Three Months Ended June 30, 2018	Banking		Factoring			Corporate			Consolidated
Total interest income	$	40,376	$	20,314		$	559		$	61,249
Intersegment interest allocations		4,155		(4,155	)		—			—
Total interest expense		6,440		—			1,552			7,992
Net interest income (expense)		38,091		16,159			(993	)		53,257
Provision for loan losses		1,592		3,313			1			4,906
Net interest income after provision		36,499		12,846			(994	)		48,351
Noninterest income		4,033		920			(8	)		4,945
Noninterest expense		26,401		10,311			691			37,403
Operating income (loss)	$	14,131	$	3,455		$	(1,693	)	$	15,893

(Dollars in thousands)
Three Months Ended June 30, 2017	Banking		Factoring			Corporate			Consolidated
Total interest income	$	32,733	$	10,387		$	418		$	43,538
Intersegment interest allocations		1,729		(1,729	)		—			—
Total interest expense		3,670		—			1,311			4,981
Net interest income (expense)		30,792		8,658			(893	)		38,557
Provision for loan losses		619		812			16			1,447
Net interest income after provision		30,173		7,846			(909	)		37,110
Noninterest income		3,577		758			867			5,202
Noninterest expense		21,216		5,482			623			27,321
Operating income (loss)	$	12,534	$	3,122		$	(665	)	$	14,991

(Dollars in thousands)
Six Months Ended June 30, 2018	Banking		Factoring			Corporate			Consolidated
Total interest income	$	79,280	$	35,094		$	993		$	115,367
Intersegment interest allocations		7,088		(7,088	)		—			—
Total interest expense		11,994		—			2,986			14,980
Net interest income (expense)		74,374		28,006			(1,993	)		100,387
Provision for loan losses		3,736		3,706			12			7,454
Net interest income after provision		70,638		24,300			(2,005	)		92,933
Gain on sale of subsidiary or division		1,071		—			—			1,071
Other noninterest income		7,620		1,510			(84	)		9,046
Noninterest expense		52,939		17,165			1,341			71,445
Operating income (loss)	$	26,390	$	8,645		$	(3,430	)	$	31,605

TRIUMPH BANCORP, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands)
Six Months Ended June 30, 2017	Banking		Factoring			Corporate			Consolidated
Total interest income	$	60,232	$	19,092		$	546		$	79,870
Intersegment interest allocations		3,018		(3,018	)		—			—
Total interest expense		6,882		—			2,612			9,494
Net interest income (expense)		56,368		16,074			(2,066	)		70,376
Provision for loan losses		7,640		1,393			92			9,125
Net interest income after provision		48,728		14,681			(2,158	)		61,251
Gain on sale of subsidiary or division		—		—			20,860			20,860
Other noninterest income		7,107		1,428			3,092			11,627
Noninterest expense		43,187		11,077			7,894			62,158
Operating income (loss)	$	12,648	$	5,032		$	13,900		$	31,580

(Dollars in thousands)
June 30, 2018	Banking		Factoring		Corporate		Eliminations			Consolidated
Total assets	$	3,667,251	$	652,734	$	719,562	$	(1,244,916	)	$	3,794,631
Gross loans	$	3,105,604	$	577,548	$	12,060	$	(498,750	)	$	3,196,462

(Dollars in thousands)
December 31, 2017	Banking		Factoring		Corporate		Eliminations			Consolidated
Total assets	$	3,444,322	$	360,922	$	504,656	$	(810,867	)	$	3,499,033
Gross loans	$	2,784,147	$	346,293	$	11,936	$	(331,520	)	$	2,810,856

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, 2017. 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 wholly owned bank subsidiary, TBK Bank, we offer traditional banking services as well as commercial finance product lines focused on businesses that require specialized financial solutions. 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 premium finance 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. 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 June 30, 2018, we had consolidated total assets of $3.795 billion, total loans held for investment of $3.196 billion, total deposits of $2.625 billion and total stockholders’ equity of $607.2 million.

A key element of our strategy is to supplement the asset generation capacity in our community banking markets with commercial finance product lines which are offered on a nationwide basis and which serve to enhance the overall yield of our portfolio. These products include our factoring services, provided principally in the transportation sector, and our asset based lending, equipment finance, and premium finance products. Our aggregate outstanding balances for these products increased $309.4 million, or 34.5%, to $1.207 billion as of June 30, 2018, primarily due to organic growth as well as increased factored receivables resulting from the acquisition of Interstate Capital Corporation as discussed below.

The following table sets forth our commercial finance product lines:

	June 30,		December 31,
(Dollars in thousands)	2018		2017
Commercial finance
Equipment	$	290,314	$	254,119
Asset based lending		261,412		213,471
Premium finance		51,416		55,520
Factored receivables		603,812		374,410
Total commercial finance loans	$	1,206,954	$	897,520

Most of our products and services share basic processes and have similar economic characteristics. However, our factoring subsidiary, Triumph Business Capital, 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. As a result, we have determined our reportable segments are Banking, Factoring, and Corporate. For the six months ended June 30, 2018, our Banking segment generated 70% of our total revenue (comprised of interest and noninterest income), our Factoring segment generated 29% of our total revenue, and our Corporate segment generated 1% of our total revenue. On March 31, 2017, we sold our 100% membership interest in Triumph Capital Advisors, LLC (“TCA”) and discontinued fee based asset management services. TCA operations were not material during the year ended December 31, 2017 and are reflected in our Corporate segment, along with the gain on sale of our membership interest in TCA.

Second Quarter 2018 Overview

Net income available to common stockholders for the three months ended June 30, 2018 was $12.2 million, or $0.47 per diluted share, compared to net income available to common stockholders for the three months ended June 30, 2017 of $9.5 million, or $0.51 per diluted share. Excluding material gains and expenses related to merger and acquisition related activities, adjusted net income to common stockholders was $13.0 million, or $0.50 per diluted share, for the three months ended June 30, 2018. For the three months ended June 30, 2018, our return on average common equity was 8.54% and our return on average assets was 1.37%.

Net income available to common stockholders for the six months ended June 30, 2018 was $24.1 million, or $1.02 per diluted share, compared to net income available to common stockholders for the six months ended June 30, 2017 of $19.7 million, or $1.07 per diluted share. Excluding material gains and expenses related to merger and acquisition related activities, including divestitures, adjusted net income to common stockholders was $24.1 million, or $1.02 per diluted share, for the six months ended June 30, 2018, compared to adjusted net income to common stockholders for the six months ended June 30, 2017 of $9.8 million, or $0.54 per diluted share. For the six months ended June 30, 2018, our return on average common equity was 10.05% and our return on average assets was 1.40%.

At June 30, 2018, we had total assets of $3.795 billion, including gross loans of $3.196 billion, compared to $3.499 billion of total assets and $2.811 billion of gross loans at December 31, 2017. Organic loan growth totaled $254.6 million during the six months ended June 30, 2018. Our commercial finance product lines increased from $897.5 million in aggregate as of December 31, 2017 to $1.207 billion as of June 30, 2018, an increase of 34.5%, and constitute 38% of our total loan portfolio at June 30, 2018.

At June 30, 2018, we had total liabilities of $3.187 billion, including total deposits of $2.625 billion, compared to $3.107 billion of total liabilities and $2.621 billion of total deposits at December 31, 2017. Deposits increased $3.6 million during the six months ended June 30, 2018.

At June 30, 2018, we had total stockholders' equity of $607.2 million. During the six months ended June 30, 2018, total stockholders’ equity increased $215.5 million, primarily due to $192.1 million of net proceeds from the April 12, 2018 common stock offering discussed below and our net income for the period. Capital ratios remained strong with Tier 1 capital and total capital to risk weighted assets ratios of 14.69% and 16.75%, respectively, at June 30, 2018.

2018 Items of Note

Interstate Capital Corporation

On June 2, 2018 we acquired substantially all of the operating assets of, and assumed certain liabilities associated with, Interstate Capital Corporation’s (“ICC”) accounts receivable factoring business and other related financial services for total consideration of $180.3 million, which was comprised of $160.3 million in cash and contingent consideration with an initial fair value of $20.0 million. As part of the ICC acquisition, we acquired $131.0 million of factored receivables and recorded $13.9 million of intangible assets and $43.0 million of goodwill.

Common Stock Offering

On April 12, 2018, we completed an underwritten common stock offering issuing 5.4 million shares of our common stock, including 0.7 million shares sold pursuant to the underwriters' full exercise of their option to purchase additional shares, at $37.50 per share for total gross proceeds of $202.7 million. Net proceeds after underwriting discounts and offering expenses were $192.1 million. A significant portion of the net proceeds of this offering were used to fund the ICC acquisition and will be used to fund a portion of the pending acquisitions of First Bancorp of Durango, Inc. and Southern Colorado Corp. Remaining proceeds will be used for general corporate purposes.

First Bancorp of Durango, Inc. and Southern Colorado Corp.

On April 9, 2018 we entered into agreements to acquire First Bancorp of Durango, Inc. and Southern Colorado Corp. for aggregate cash consideration of approximately $147.5 million. At December 31, 2017, First Bancorp of Durango, Inc. and Southern Colorado Corp. had a combined $734 million in assets, including $308 million in loans, and $653 million in deposits. The transaction is expected to close during the third quarter of 2018 and is subject to certain customary closing conditions, including receipt of regulatory approval.

Triumph Healthcare Finance

On January 19, 2018, we entered into an agreement to sell the assets (the “Disposal Group”) of Triumph Healthcare Finance (“THF”) and exit the healthcare asset-based lending line of business. The decision to sell THF was made prior to the end of the fourth quarter, and at December 31, 2017, the fair value of the Disposal Group exceeded its carrying amount. As a result of this decision, the $71.4 million carrying amount of the Disposal Group was transferred to assets held for sale as of December 31, 2017. The sale was finalized on March 16, 2018 and resulted in a net pre-tax contribution to earnings for the six months ended June 30, 2018 of $1.1 million, or approximately $0.8 million net of tax.

For further information on the above transactions, see Note 2 – Business Combinations and Divestitures in the accompanying condensed notes to the consolidated financial statements included elsewhere in this report.

2017 Items of Note

Valley Bancorp, Inc.

Effective December 9, 2017, we acquired Valley Bancorp, Inc. (“Valley”) and its community banking subsidiary, Valley Bank & Trust, which was merged into TBK Bank upon closing, in an all-cash transaction for $40.1 million. As part of the Valley acquisition, we acquired $171.2 million of loans, assumed $293.4 million of deposits associated with Valley and recorded $6.1 million of core deposit intangible assets and $10.5 million of goodwill.

Independent Bank – Colorado Branches

On October 6, 2017, we, through our subsidiary TBK Bank, completed our acquisition of nine branch locations in Colorado from Independent Bank Group, Inc.’s banking subsidiary Independent Bank (the “Acquired Branches”) for an aggregate deposit premium of approximately $6.8 million, or 4.2%. As part of the acquisition, we acquired $95.8 million of loans, assumed $160.7 million of deposits associated with the branches and recorded $3.3 million of core deposit intangible assets and $5.8 million of goodwill.

Common Stock Offering

On August 1, 2017, we completed an underwritten common stock offering issuing 2.53 million shares of our common stock, including 0.33 million shares sold pursuant to the underwriters' full exercise of their option to purchase additional shares, at $27.50 per share for total gross proceeds of $69.6 million. Net proceeds after underwriting discounts and offering expenses were $65.5 million. We used a significant portion of the net proceeds of the offering to fund the acquisition of Valley Bancorp, Inc. and for general corporate purposes.

Triumph Capital Advisors

On March 31, 2017, we sold our 100% membership interest in Triumph Capital Advisors, LLC (“TCA”). The TCA sale resulted in a net pre-tax contribution to earnings for the three months ended March 31, 2017 of $15.7 million, or approximately $10.0 million net of tax. Consideration received included a seller financed loan receivable in the amount of $10.5 million.

Financial Highlights

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands, except per share amounts)	2018			2017			2018			2017
Income Statement Data:
Interest income	$	61,249		$	43,538		$	115,367		$	79,870
Interest expense		7,992			4,981			14,980			9,494
Net interest income		53,257			38,557			100,387			70,376
Provision for loan losses		4,906			1,447			7,454			9,125
Net interest income after provision		48,351			37,110			92,933			61,251
Gain on sale of subsidiary or division		—			—			1,071			20,860
Other noninterest income		4,945			5,202			9,046			11,627
Noninterest income		4,945			5,202			10,117			32,487
Noninterest expense		37,403			27,321			71,445			62,158
Net income before income taxes		15,893			14,991			31,605			31,580
Income tax expense		3,508			5,331			7,152			11,447
Net income		12,385			9,660			24,453			20,133
Dividends on preferred stock		(193	)		(193	)		(383	)		(385	)
Net income available to common stockholders	$	12,192		$	9,467		$	24,070		$	19,748

Per Share Data:
Basic earnings per common share	$	0.48		$	0.53		$	1.04		$	1.10
Diluted earnings per common share	$	0.47		$	0.51		$	1.02		$	1.07
Weighted average shares outstanding - basic		25,519,108			18,012,905			23,133,489			17,984,184
Weighted average shares outstanding - diluted		26,315,878			18,893,158			23,950,143			18,899,865

Adjusted Per Share Data ⁽¹⁾ :
Adjusted diluted earnings per common share	$	0.50		$	0.51		$	1.02		$	0.54
Adjusted weighted average shares outstanding - diluted		26,315,878			18,893,158			23,950,143			18,229,621

Performance ratios - Annualized:
Return on average assets		1.37	%		1.42	%		1.40	%		1.52	%
Return on average total equity		8.53	%		12.60	%		10.01	%		13.49	%
Return on average common equity		8.54	%		12.75	%		10.05	%		13.67	%
Return on average tangible common equity ⁽¹⁾		9.95	%		14.94	%		11.85	%		16.17	%
Yield on loans		8.09	%		7.79	%		7.88	%		7.49	%
Adjusted yield on loans ⁽¹⁾		7.59	%		7.25	%		7.48	%		7.10	%
Cost of interest bearing deposits		0.93	%		0.74	%		0.89	%		0.73	%
Cost of total deposits		0.73	%		0.60	%		0.70	%		0.59	%
Cost of total funds		1.06	%		0.83	%		1.00	%		0.81	%
Net interest margin		6.36	%		6.16	%		6.21	%		5.78	%
Adjusted net interest margin ⁽¹⁾		5.92	%		5.70	%		5.87	%		5.45	%
Efficiency ratio		64.26	%		62.44	%		64.65	%		60.43	%
Adjusted efficiency ratio ⁽¹⁾		62.38	%		62.44	%		64.29	%		69.53	%
Net noninterest expense to average assets		3.59	%		3.26	%		3.51	%		2.24	%
Adjusted net noninterest expense to average assets ⁽¹⁾		3.47	%		3.26	%		3.51	%		3.43	%

	June 30,			December 31,
(Dollars in thousands, except per share amounts)	2018			2017
Balance Sheet Data:
Total assets	$	3,794,631		$	3,499,033
Cash and cash equivalents		133,365			134,129
Investment securities		196,882			264,166
Loans held for investment, net		3,171,915			2,792,108
Total liabilities		3,187,406			3,107,335
Noninterest bearing deposits		561,033			564,225
Interest bearing deposits		2,063,909			2,057,123
FHLB advances		420,000			365,000
Subordinated notes		48,878			48,828
Junior subordinated debentures		38,849			38,623
Total stockholders’ equity		607,225			391,698
Preferred stockholders' equity		9,658			9,658
Common stockholders' equity		597,567			382,040

Per Share Data:
Book value per share	$	22.76		$	18.35
Tangible book value per share ⁽¹⁾	$	18.27		$	15.29
Shares outstanding end of period		26,260,785			20,820,445

Asset Quality ratios ⁽²⁾ :
Past due to total loans		2.54	%		2.33	%
Nonperforming loans to total loans		1.43	%		1.38	%
Nonperforming assets to total assets		1.28	%		1.39	%
ALLL to nonperforming loans		53.57	%		48.41	%
ALLL to total loans		0.77	%		0.67	%
Net charge-offs to average loans ⁽³⁾		0.06	%		0.28	%

Capital ratios:
Tier 1 capital to average assets		15.00	%		11.80	%
Tier 1 capital to risk-weighted assets		14.69	%		11.15	%
Common equity Tier 1 capital to risk-weighted assets		13.33	%		9.70	%
Total capital to risk-weighted assets		16.75	%		13.21	%
Total stockholders' equity to total assets		16.00	%		11.19	%
Tangible common stockholders' equity ratio ⁽¹⁾		13.05	%		9.26	%

⁽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:

•

“ 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.

•

“ 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 ex clusive 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.

•

“ Adjusted 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.

•

“Adjusted 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, absent the impact, if any, of future acquisitions.

•

“ 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, absent the impact, if any, of future acquisitions.

⁽²⁾

Asset quality ratios exclude loans held for sale.

⁽³⁾

Net charge-offs to average loans ratios are for the six months ended June 30, 2018 and the year ended December 31, 2017.

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 June 30,						Six Months Ended June 30,
(Dollars in thousands, except per share amounts)	2018			2017			2018			2017
Net income available to common stockholders	$	12,192		$	9,467		$	24,070		$	19,748
Gain on sale of subsidiary		—			—			(1,071	)		(20,860	)
Incremental bonus related to transaction		—			—			—			4,814
Transaction costs		1,094			—			1,094			325
Tax effect of adjustments		(257	)		—			(9	)		5,754
Adjusted net income available to common stockholders	$	13,029		$	9,467		$	24,084		$	9,781
Dilutive effect of convertible preferred stock		193			193			383			—
Adjusted net income available to common stockholders - diluted	$	13,222		$	9,660		$	24,467		$	9,781

Weighted average shares outstanding - diluted		26,315,878			18,893,158			23,950,143			18,899,865
Adjusted effects of assumed preferred stock conversion		—			—			—			(670,244	)
Adjusted weighted average shares outstanding - diluted		26,315,878			18,893,158			23,950,143			18,229,621
Adjusted diluted earnings per common share	$	0.50		$	0.51		$	1.02		$	0.54

Net income available to common stockholders	$	12,192		$	9,467		$	24,070		$	19,748
Average tangible common equity		491,492			254,088			409,509			246,290
Return on average tangible common equity		9.95	%		14.94	%		11.85	%		16.17	%

Adjusted efficiency ratio:
Net interest income	$	53,257		$	38,557		$	100,387		$	70,376
Noninterest income		4,945			5,202			10,117			32,487
Operating revenue		58,202			43,759			110,504			102,863
Gain on sale of subsidiary		—			—			(1,071	)		(20,860	)
Adjusted operating revenue	$	58,202		$	43,759		$	109,433		$	82,003

Total noninterest expense	$	37,403		$	27,321		$	71,445		$	62,158
Incremental bonus related to transaction		—			—			—			(4,814	)
Transaction costs		(1,094	)		—			(1,094	)		(325	)
Adjusted noninterest expense	$	36,309		$	27,321		$	70,351		$	57,019
Adjusted efficiency ratio		62.38	%		62.44	%		64.29	%		69.53	%

Adjusted net noninterest expense to average assets ratio:
Total noninterest expense	$	37,403		$	27,321		$	71,445		$	62,158
Incremental bonus related to transaction		—			—			—			(4,814	)
Transaction costs		(1,094	)		—			(1,094	)		(325	)
Adjusted noninterest expense	$	36,309		$	27,321		$	70,351		$	57,019

Total noninterest income	$	4,945		$	5,202		$	10,117		$	32,487
Gain on sale of subsidiary		—			—			(1,071	)		(20,860	)
Adjusted noninterest income		4,945			5,202			9,046			11,627
Adjusted net noninterest expenses	$	31,364		$	22,119		$	61,305		$	45,392
Average total assets		3,628,960			2,723,303			3,520,522			2,671,580
Adjusted net noninterest expense to average assets ratio		3.47	%		3.26	%		3.51	%		3.43	%

Reported yield on loans		8.09	%		7.79	%		7.88	%		7.49	%
Effect of accretion income on acquired loans		(0.50	%)		(0.54	%)		(0.40	%)		(0.39	%)
Adjusted yield on loans		7.59	%		7.25	%		7.48	%		7.10	%

Reported net interest margin		6.36	%		6.16	%		6.21	%		5.78	%
Effect of accretion income on acquired loans		(0.44	%)		(0.46	%)		(0.34	%)		(0.33	%)
Adjusted net interest margin		5.92	%		5.70	%		5.87	%		5.45	%

	June 30,			December 31,
(Dollars in thousands, except per share amounts)	2018			2017
Total stockholders' equity	$	607,225		$	391,698
Preferred stock liquidation preference		(9,658	)		(9,658	)
Total common stockholders' equity		597,567			382,040
Goodwill and other intangibles		(117,777	)		(63,778	)
Tangible common stockholders' equity	$	479,790		$	318,262
Common shares outstanding		26,260,785			20,820,445
Tangible book value per share	$	18.27		$	15.29

Total assets at end of period	$	3,794,631		$	3,499,033
Goodwill and other intangibles		(117,777	)		(63,778	)
Tangible assets at period end	$	3,676,854		$	3,435,255
Tangible common stockholders' equity ratio		13.05	%		9.26	%

Results of Operations

Net Income

Three months ended June 30, 2018 compared with three months ended June 30, 2017. We earned net income of $12.4 million for the three months ended June 30, 2018 compared to $9.7 million for the three months ended June 30, 2017, an increase of $2.7 million.

The results for the three months ended June 30, 2018 include the results of operations of the assets acquired from ICC since the June 2, 2018 acquisition date and were impacted by $1.1 million of transaction costs associated with the acquisition. Excluding the transaction costs, net of taxes, we earned adjusted net income of $13.2 million for the three months ended June 30, 2018 compared to $9.7 million for the three months ended June 30, 2017, an increase of $3.5 million. The adjusted increase was primarily the result of a $14.7 million increase in net interest income and a $1.6 million decrease in adjusted income tax expense, offset in part by a $3.5 million increase in the provision for loan losses, a $0.3 million decrease in noninterest income, and a $9.0 million increase in adjusted noninterest expense.

Six months ended June 30, 2018 compared with six months ended June 30, 2017. We earned net income of $24.5 million for the six months ended June 30, 2018 compared to $20.1 million for the six months ended June 30, 2017, an increase of $4.4 million.

The results for the six months ended June 30, 2018 include the results of operations of the assets acquired from ICC since the June 2, 2018 acquisition date and were impacted by $1.1 million of transaction costs associated with the acquisition included in noninterest expense. The results for the six months ended June 30, 2018 were also impacted by the sale of THF, which resulted in a pre-tax gain on sale in the amount of $1.1 million included in noninterest income. The results for the six months ended June 30, 2017 were impacted by our sale of TCA, which resulted in a pre-tax gain on sale in the amount of $20.9 million included in noninterest income, offset by an additional $4.8 million bonus accrual and $0.3 million of other indirect transaction related costs recorded in connection with the TCA sale; both reported as noninterest expense.

Excluding the tax-effected impact of the ICC transaction costs and the THF and TCA sale transactions, we earned adjusted net income of $24.5 million for the six months ended June 30, 2018 compared to $10.2 million for the six months ended June 30, 2017, an increase of $14.3 million. The adjusted increase was primarily the result of a $30.0 million increase in net interest income and a $1.7 million reduction in the provision for loan losses, offset in part by a $2.6 million decrease in adjusted noninterest income, a $13.3 million increase in adjusted noninterest expense and a $1.5 million increase in adjusted income tax expense.

Details of the changes in the various components of net income 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 June 30, 2018 compared with three months ended June 30, 2017. 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 an d interest expense paid on average interest bearing liabilities:

	Three Months Ended June 30,
	2018							2017
	Average				Average			Average				Average
(Dollars in thousands)	Balance		Interest		Rate ⁽⁴⁾			Balance		Interest		Rate ⁽⁴⁾
Interest earning assets:
Cash and cash equivalents	$	217,605	$	1,030		1.90	%	$	99,918	$	289		1.16	%
Taxable securities		168,182		1,024		2.44	%		240,725		1,653		2.75	%
Tax-exempt securities		35,016		155		1.78	%		25,389		85		1.34	%
FHLB and FRB stock		18,297		101		2.21	%		10,395		36		1.39	%
Loans ⁽¹⁾		2,922,047		58,939		8.09	%		2,135,346		41,475		7.79	%
Total interest earning assets		3,361,147		61,249		7.31	%		2,511,773		43,538		6.95	%
Noninterest earning assets:
Cash and cash equivalents		54,441							35,153
Other noninterest earning assets		213,372							176,377
Total assets	$	3,628,960						$	2,723,303
Interest bearing liabilities:
Deposits:
Interest bearing demand	$	381,114	$	215		0.23	%	$	342,947	$	136		0.16	%
Individual retirement accounts		103,358		315		1.22	%		100,505		303		1.21	%
Money market		256,841		335		0.52	%		206,163		120		0.23	%
Savings		241,029		30		0.05	%		171,602		27		0.06	%
Certificates of deposit		767,484		2,593		1.36	%		773,178		2,224		1.15	%
Brokered deposits		246,089		1,143		1.86	%		67,852		247		1.46	%
Total deposits		1,995,915		4,631		0.93	%		1,662,247		3,057		0.74	%
Subordinated notes		48,864		838		6.88	%		48,767		836		6.88	%
Junior subordinated debentures		38,787		713		7.37	%		32,878		475		5.79	%
Other borrowings		385,646		1,810		1.88	%		271,136		613		0.91	%
Total interest bearing liabilities		2,469,212		7,992		1.30	%		2,015,028		4,981		0.99	%
Noninterest bearing liabilities and equity:
Noninterest bearing demand deposits		553,309							387,877
Other liabilities		23,823							12,808
Total equity		582,616							307,590
Total liabilities and equity	$	3,628,960						$	2,723,303
Net interest income			$	53,257						$	38,557
Interest spread ⁽²⁾						6.01	%						5.96	%
Net interest margin ⁽³⁾						6.36	%						6.16	%

⁽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.

⁽⁴⁾	Ratios have been annualized.

We earned net interest income of $53.3 million for the three months ended June 30, 2018 compared to $38.6 million for the three months ended June 30, 2017, an increase of $14.7 million, or 38.1%, primarily driven by the following factors.

Interest income incre ased $17.7 million, or 40.7%, as a result of an increase in average interest earning assets of $849 million, or 33.8%, which was attributable to the impact of the acquisition of $131.0 million of factored receivables acquired in the ICC transaction on June 2, 2018 which contributed $1.6 million in interest income purchase discount accretion as well as increased fees resulting from the growth of our factoring operations during the period. Additionally, interest income increased as a result of the Valley and Acquired Branch acquisitions which contributed $267.0 million of loans and $97.7 million of securities during the fourth quarter of 2017 and organic loan growth. The average balance of our higher yielding commercial finance loans increased $271.8 million, or 36.1%, from $752.6 million for the three months ended June 30, 2017 to $1.024 billion for the three months ended June 30, 2018 as a result of the ICC acquisition and the continued execution of our growth strategy for such products. Our average mortgage warehouse lending balance was $238.1 million for the three months ended June 30, 2018 compared to $148.9 million for the three months ended June 30, 2017. We also experienced increased average balances in our other community banking lending products, incl uding commercial real estate and general commercial and industrial loans, due to organic growth period over period.

Interest expense increased $3.0 million, or 60.4%, as a result of growth in customer deposits and other borrowings as well as higher average rates. Average total interest bearing deposits increased $333.7 million 20.1%, primarily due to $454.1 million of customer deposits assumed in the Valley and Acquired Branches acquisitions which closed during the fourth quarter of 2017. Excluding the acquired customer deposits, we also experienced growth in our certificates of deposit and brokered deposits as these higher cost deposit products were used to fund our growth period over period. In addition, our use of other interest bearing borrowings, consisting primarily of FHLB advances, was also increased to fund our growth.

Net interest margin increased to 6.36% for the three months ended June 30, 2018 from 6.16% for the three months ended June 30, 2017, an increase of 20 basis points.

The increase in our net interest margin primarily resulted from an increase in yields on our interest earning assets. Our average yield on interest earning assets increased 36 basis points to 7.31% for the three months ended June 30, 2018 from 6.95% for the three months ended June 30, 2017, primarily due to an overall change in the mix within our loan portfolio period over period. Our higher yielding average commercial finance products as a percentage of the total portfolio decreased from 35.2% for the three months ended June 30, 2017 to 35.1% for the three months ended June 30, 2018 however, average factored receivables as a percentage of the total commercial finance portfolio increased from 35.0% at June 30, 2017 to 44.8% at June 30, 2018 contributing to the overall increase in yield on our interest earning assets. In addition, our transportation factoring balances, which generate a higher yield than our non-transportation factoring balances, increased as a percentage of the overall factoring portfolio to 80% at June 30, 2018 compared to 77% at June 30, 2017.

A component of the yield on our loan portfolio consists of discount accretion on the portfolios acquired in connection with our acquisitions. The aggregate increased yield on our loan portfolio attributable to the accretion of purchase discounts associated with our acquisitions was 50 basis points for the three months ended June 30, 2018 and 54 basis points for the three months ended June 30, 2017. Excluding the impact of this discount accretion, the adjusted yield on our loan portfolio was 7.59% and 7.25% for the three months ended June 30, 2018 and 2017, respectively. Subject to future acquisitions, 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.

Also impacting our net interest margin was an increase in our average cost of interest bearing liabilities of 31 basis points. This increase was caused by an increased use of higher rate certificates of deposit and brokered deposits to fund our growth period over period, and higher rates on short term and floating rate FHLB advances as a result of higher interest rates in the macro economy. This increase was partially offset by a change in the mix of our interest bearing deposits resulting from lower cost customer deposits assumed in the Valley and Acquired Branches acquisitions.

Our adjusted net interest margin, which excludes the impact of the acquired loan discount accretion described above, was 5.92% and 5.70% for the three months ended June 30, 2018 and 2017, 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:

	Three Months Ended
	June 30, 2018 vs. 2017
	Increase (Decrease) Due to:
(Dollars in thousands)	Rate			Volume			Net Increase
Interest earning assets:
Cash and cash equivalents	$	184		$	557		$	741
Taxable securities		(187	)		(442	)		(629	)
Tax-exempt securities		27			43			70
FHLB and FRB stock		21			44			65
Loans		1,596			15,868			17,464
Total interest income		1,641			16,070			17,711
Interest bearing liabilities:
Interest bearing demand		57			22			79
Individual retirement accounts		3			9			12
Money market		149			66			215
Savings		(6	)		9			3
Certificates of deposit		388			(19	)		369
Brokered deposits		68			828			896
Total deposits		659			915			1,574
Subordinated notes		—			2			2
Junior subordinated debentures		129			109			238
Other borrowings		660			537			1,197
Total interest expense		1,448			1,563			3,011
Change in net interest income	$	193		$	14,507		$	14,700

Six months ended June 30, 2018 compared with six months ended June 30, 2017. The following table presents the distribution of average assets, liabilities and equity, as well as interest income and fees earned on average in terest earning assets and interest expense paid on average interest bearing liabilities:

	Six Months Ended June 30,
	2018							2017
	Average				Average			Average				Average
(Dollars in thousands)	Balance		Interest		Rate ⁽⁴⁾			Balance		Interest		Rate ⁽⁴⁾
Interest earning assets:
Cash and cash equivalents	$	174,901	$	1,547		1.78	%	$	126,621	$	616		0.98	%
Taxable securities		173,758		2,081		2.42	%		253,587		3,180		2.53	%
Tax-exempt securities		46,956		408		1.75	%		25,787		169		1.32	%
FHLB and FRB stock		17,310		206		2.40	%		9,471		78		1.66	%
Loans ⁽¹⁾		2,844,882		111,125		7.88	%		2,041,934		75,827		7.49	%
Total interest earning assets		3,257,807		115,367		7.14	%		2,457,400		79,870		6.55	%
Noninterest earning assets:
Cash and cash equivalents		56,955							37,289
Other noninterest earning assets		205,760							176,891
Total assets	$	3,520,522						$	2,671,580
Interest bearing liabilities:
Deposits:
Interest bearing demand	$	385,533	$	402		0.21	%	$	334,316	$	248		0.15	%
Individual retirement accounts		105,116		624		1.20	%		100,992		594		1.19	%
Money market		269,698		712		0.53	%		207,681		239		0.23	%
Savings		240,372		60		0.05	%		171,714		61		0.07	%
Certificates of deposit		790,238		5,179		1.32	%		764,938		4,301		1.13	%
Brokered deposits		216,404		1,931		1.80	%		67,968		483		1.43	%
Total deposits		2,007,361		8,908		0.89	%		1,647,609		5,926		0.73	%
Subordinated notes		48,852		1,675		6.91	%		48,755		1,671		6.91	%
Junior subordinated debentures		38,730		1,310		6.82	%		32,829		940		5.77	%
Other borrowings		364,154		3,087		1.71	%		246,983		957		0.78	%
Total interest bearing liabilities		2,459,097		14,980		1.23	%		1,976,176		9,494		0.97	%
Noninterest bearing liabilities and equity:
Noninterest bearing demand deposits		549,237							382,851
Other liabilities		19,786							11,604
Total equity		492,402							300,949
Total liabilities and equity	$	3,520,522						$	2,671,580
Net interest income			$	100,387						$	70,376
Interest spread ⁽²⁾						5.91	%						5.58	%
Net interest margin ⁽³⁾						6.21	%						5.78	%

⁽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.

⁽⁴⁾	Ratios have been annualized.

We earned net interest income of $100.4 million for the six months ended June 30, 2018 compared to $70.4 million for the six months ended June 30, 2017, an increase of $30.0 million, or 42.6%, primarily driven by the following factors.

Interest income increa sed $35.5 million, or 44.4%, as a result of an increase in total average interest earning assets of $800.4 million, or 32.6%, which was attributable to the impact of the acquisition of $131.0 million of factored receivables acquired in the ICC transaction which contributed $1.6 million in interest income purchase discount accretion as well as increased fees resulting from the growth of our factoring operations during the period. Additionally, interest income increased as a result of the Valley and Acquired Branch acquisitions which contributed $267.0 million of loans and $97.7 million of securities during the fourth quarter of 2017 and organic loan growth. The average balance of our higher yielding commercial finance loans increased $269.7 million, or 37.6%, from $717.7 million for the six months ended June 30, 2017 to $987.4 million for the six months ended June 30, 2018 as a result of the ICC acquisition and the continued execution of our growth strategy for such products. Additionally, our average mortgage warehouse lending balance was $212.9 million for the six months ended June 30, 2018 compared to $128.4 million for the six months ended June 30, 2017 . We also experienced increased average balances in our other community banking lending products, includin g commercial real estate and general commercial and industrial loans, due to organic growth period over period.

Interest expense increased $5.5 million, or 57.8%, as a result of growth in customer deposits and other borrowings as well as higher average rates. Average total interest bearing deposits increased $359.8 million, or 21.8%, primarily due to $454.1 million of customer deposits assumed in the Valley and Acquired Branches acquisitions which closed during the fourth quarter of 2017. Excluding the acquired customer deposits, we also experienced growth in our certificates of deposit and brokered deposits as these higher cost deposit products were used to fund our growth period over period. In addition, our use of other interest bearing borrowings, consisting primarily of FHLB advances, was also increased to fund our growth.

Net interest margin increased to 6.21% for the six months ended June 30, 2018 from 5.78% for the six months ended June 30, 2017, an increase of 43 basis points.

The increase in our net interest margin primarily resulted from an increase in yields on our interest earning assets. Our average yield on interest earning assets increased 59 basis points to 7.14% for the six months ended June 30, 2018 from 6.55% for the six months ended June 30, 2017, primarily due to a change in the mix within our loan portfolio period over period. Our higher yielding average commercial finance products as a percentage of the total portfolio decreased from 35.1% for the six months ended June 30, 2017 to 34.7% for the six months ended June 30, 2018; however, average factored receivables as a percentage of the total commercial finance portfolio increased from 34.1% for the six months ended June 30, 2017 to 41.9% for the six months ended June 30, 2018 contributing to the overall increase in yield on our interest earning assets. In addition, our transportation factoring balances, which generate a higher yield than our non-transportation factoring balances, increased as a percentage of the overall factoring portfolio to 80% at June 30, 2018 compared to 77% at June 30, 2017.

A component of the yield on our loan portfolio consists of discount accretion on the portfolios acquired in connection with our acquisitions. The aggregate increased yield on our loan portfolio attributable to the accretion of purchase discounts associated with our acquisitions was 40 basis points for the six months ended June 30, 2018 and 39 basis points for the six months ended June 30, 2017. Excluding the impact of this discount accretion, the adjusted yield on our loan portfolio was 7.48% and 7.10% for the six months ended June 30, 2018 and 2017, respectively. Subject to future acquisitions, 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.

Also impacting our net interest margin was an increase in our average cost of interest bearing liabilities of 26 basis points. This increase was caused by an increased use of higher rate certificates of deposit and brokered deposits to fund our growth period over period, and higher rates on short term and floating rate FHLB advances as a result of higher interest rates in the macro economy. This increase was partially offset by a change in the mix of our interest bearing deposits resulting from lower cost customer deposits assumed in the Valley and Acquired Branches acquisitions.

Our adjusted net interest margin, which excludes the impact of the acquired loan discount accretion described above, was 5.87% and 5.45% for the six months ended June 30, 2018 and 2017, respectively.

	Six Months Ended
	June 30, 2018 vs. 2017
	Increase (Decrease) Due to:
(Dollars in thousands)	Rate			Volume			Net Increase
Interest earning assets:
Cash and cash equivalents	$	504		$	427		$	931
Taxable securities		(143	)		(956	)		(1,099	)
Tax-exempt securities		55			184			239
FHLB and FRB stock		35			93			128
Loans		3,934			31,364			35,298
Total interest income		4,385			31,112			35,497
Interest bearing liabilities:
Interest bearing demand		101			53			154
Individual retirement accounts		6			24			30
Money market		309			164			473
Savings		(18	)		17			(1	)
Certificates of deposit		712			166			878
Brokered deposits		123			1,325			1,448
Total deposits		1,233			1,749			2,982
Subordinated notes		1			3			4
Junior subordinated debentures		170			200			370
Other borrowings		1,137			993			2,130
Total interest expense		2,541			2,945			5,486
Change in net interest income	$	1,844		$	28,167		$	30,011

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 (“ALLL”) at an appropriate level to absorb estimated incurred losses in the loan portfolio at the balance sheet date. The determination of the amount of the allowance is complex and involves a high degree of judgment and subjectivity.

Our ALLL was $24.5 million as of June 30, 2018 versus $18.7 million as of December 31, 2017, representing an ALLL to total loans ratio of 0.77% and 0.67% respectively.

Three months ended June 30, 2018 compared with three months ended June 30, 2017. Our provision for loan losses was $4.9 million for the three months ended June 30, 2018 compared to $1.4 million for the three months ended June 30, 2017, an increase of $3.5 million, or 250.0%.

The increase in provision for loan loss was the result of the ICC acquisition and an increase in net new specific reserves. Acquired ICC factored receivables were brought over in purchase accounting without an allowance. Given the short term nature of factored receivables, ICC contributed $1.8 million in provision for loan loss during the quarter to provide for turnover of the receivables subsequent to acquisition as well as portfolio growth. We recorded net new specific reserves of $2.0 million during the three months ended June 30, 2018 compared to net specific reserve releases of $0.6 million recorded during the three months ended June 30, 2017. We experienced lower total net charge-offs of $0.4 million in the three months ended June 30, 2018 compared to $0.7 million for the same period in 2017. Approximately $0.2 million and $0.1 million of the charge-offs for the three months ended June 30, 2018 and 2017, respectively, had specific reserves previously recorded.

Excluding the aforementioned impact of the ICC acquisition, during the three months ended June 30, 2018 outstanding loans increased $191.5 million from March 31, 2018. During the three months ended June 30, 2017, outstanding loans increased $259.9 million from March 31, 2017. The smaller increase in loan balances within the three months ended June 30, 2018 as well as changes in the mix of our portfolio and loss factors used partially offset the increase in our provision for loan losses in the current period.

Six months ended June 30, 2018 compared with six months ended June 30, 2017. Our provision for loan losses was $7.5 million for the six months ended June 30, 2018 compared to $9.1 million for the six months ended June 30, 2017, a decrease of $1.6 million, or 17.6%.

The decreased provision for loan losses was primarily the result of a decrease in net loan charge-offs recorded during the six months ended June 30, 20 18 as well as higher loss factors used to calculate the ALLL at June 30, 2017. We experienced lower total net charge-offs of $1.7 million in the six months ended June 30, 2018 compared to $4.7 million for the same period in 2017. Approximately $1.0 milli on and $1.4 million of the charge-offs for the six months ended June 30, 2018 and 2017, respectively, had specific reserves previously recorded. In addition, elevated charge-offs during the six months ended June 30, 2017 contributed to an increase in the e stimate of the ALLL levels recorded against the remaining loan portfolio by $2.0 million as a result of higher loss factors incorporated into our ALLL methodology.

The decreases in the provision for loan loss were partially offset by the ICC acquisition. Acquired ICC factored receivables were brought over in purchase accounting without an allowance. Given the short term nature of factored receivables, ICC contributed $1.8 million in provision for loan loss during the quarter to provide for turnover of the receivables subsequent to acquisition as well as portfolio growth. Additionally, we recorded net new specific reserves of $2.7 million during the six months ended June 30, 2018 compared to net new specific reserves of $1.7 million recorded during the six months ended June 30, 2017.

Excluding the aforementioned impact of the ICC acquisition, during the six months ended June 30, 2018 outstanding loans increased $254.6 million from December 31, 2017. During the six months ended June 30, 2017, outstanding loans increased $267.5 million from December 31, 2016. The smaller increase in loan balances within the six months ended June 30, 2018 contributed to a decrease in the provision however, this decrease was offset by the change in the mix of our loan portfolio with a greater percentage being made up of commercial finance loan products which tend to carry higher ALLL compared to our traditional community banking loan products.

Noninterest Income

Three months ended June 30, 2018 compared with three months ended June 30, 2017. The following table presents our major categories of noninterest income:

	Three Months Ended June 30,
(Dollars in thousands)	2018			2017			$ Change			% Change
Service charges on deposits	$	1,210		$	977		$	233			23.8	%
Card income		1,394			917			477			52.0	%
Net OREO gains (losses) and valuation adjustments		(528	)		(112	)		(416	)		(371.4	%)
Fee income		1,121			637			484			76.0	%
Insurance commissions		819			708			111			15.7	%
CLO warehouse investment income		—			990			(990	)		(100.0	%)
Other		929			1,085			(156	)		(14.4	%)
Total noninterest income	$	4,945		$	5,202		$	(257	)		(4.9	%)

Noninterest income decreased $0.3 million, or 4.9%, primarily due to a decrease in CLO warehouse investment income. Changes in selected components of noninterest income in the above table are discussed below.

•

Card Income. Debit and credit card income increased $0.5 million, or 52.0%, primarily due to additional customer debit and credit card activity associated with the increase in issued cards resulting from the Valley and Acquired Branches acquisitions.

•

Net OREO gains (losses) and valuation adjustments . Net OREO (losses) and valuation adjustments, which represents gains on loans transferred to OREO with a fair value in excess of the foreclosed loans’ carrying value, gains and losses on the sale of OREO, and valuation allowances recorded due to subsequent write-downs of OREO, reflect increased losses of $0.4 million primarily due to small losses on the sale of two OREO properties during the quarter as well as normal valuation activity.

•

Fee income . Fee income increased $0.5 million, or 76.0%, primarily due to increased check and wire fees resulting from the Valley and Acquired Branches acquisitions.

•

CLO Warehouse Investment Income. We did not hold any CLO warehouse equity investments during the three months ended June 30, 2018. As a result, there was no CLO warehouse investment income recorded for the three months ended June 30, 2018, compared to $1.0 million for the three months ended June 30, 2017.

•

Other. Other noninterest income includes income for check cashing and wire transfer fees, income associated with trust activities, and bank-owned life insurance. There were no significant increases or decreases in the components of other noninterest income period over period.

Six months ended June 30, 2018 compared with six months ended June 30, 2017 . The following table presents our major categories of noninterest income:

	Six Months Ended June 30,
(Dollars in thousands)	2018			2017			$ Change			% Change
Service charges on deposits	$	2,355		$	1,957		$	398			20.3	%
Card income		2,638			1,744			894			51.3	%
Net OREO gains (losses) and valuation adjustments		(616	)		(101	)		(515	)		(509.9	%)
Net gains on sale of securities		(272	)		—			(272	)		(100.0	%)
Fee income		1,921			1,220			701			57.5	%
Insurance commissions		1,533			1,299			234			18.0	%
Asset management fees		—			1,717			(1,717	)		(100.0	%)
Gain on sale of subsidiary or division		1,071			20,860			(19,789	)		(94.9	%)
CLO warehouse investment income		—			1,954			(1,954	)		(100.0	%)
Other		1,487			1,837			(350	)		(19.1	%)
Total noninterest income	$	10,117		$	32,487		$	(22,370	)		(68.9	%)

Noninterest income decreased $22.4 million, or 68.9%. Noninterest income for the six months ended June 30, 2018 was impacted by the realization of the $1.1 million gain associated with the sale of THF in the first quarter of 2018 and noninterest income for the six months ended June 30, 2017 was impacted by the realization of the $20.9 million gain associated with the sale of TCA in the first quarter of 2017. Excluding the gain on sale of THF and the gain on sale of TCA, we earned adjusted noninterest income of $9.0 million and $11.6 million for the six months ended June 30, 2018 and 2017, respectively, resulting in an adjusted decrease in noninterest income of $2.6 million, or 22.4% period over period. The adjusted decrease was primarily due to a decrease in asset management fees and CLO warehouse investment income resulting from the sale of TCA at the end of the first quarter of 2017. Changes in selected components of noninterest income in the above table are discussed below.

•

Service Charges on Deposits. Service charges on deposit accounts, including overdraft and non-sufficient funds fees, increased $0.4 million, or 20.3%, primarily due to additional service charges associated with the increase in customer deposits due to organic growth and the Valley and Acquired Branches transactions.

•

Card Income. Debit and credit card income increased $0.9 million, or 51.3%, primarily due to additional customer debit and credit card activity associated with the increase in issued cards resulting from the Valley and Acquired Branches acquisitions.

•

Net OREO Gains (Losses) and Valuation Adjustments. Net OREO (losses) and valuation adjustments, which represents gains on loans transferred to OREO with a fair value in excess of the foreclosed loans’ carrying value, gains and losses on the sale of OREO, and valuation allowances recorded due to subsequent write-downs of OREO, reflect increased losses of $0.5 million primarily due to small losses on the sale of two OREO properties as well as normal valuation activity.

•

Net Gains (Losses) on Sale of Securities. Net losses on sale of securities increased $0.3 million due to the sale of certain municipal tax-exempt securities acquired from Valley during the six months ended June 30, 2018. There were no comparable sales during the six months ended June 30, 2017.

•

Fee income. Fee income increased $0.7 million, or 57.5%, primarily due to increased check and wire fees resulting from the Valley and Acquired Branches acquisitions.

•

Asset Management Fees. As a result of the sale of TCA on March 31, 2017, there was no asset management fee income recorded for the six months ended June 30, 2018, compared to $1.7 million for the six months ended June 30, 2017.

•

CLO Warehouse Investment Income. We did not hold any CLO warehouse equity investments during the six months ended June 30, 2018. As a result, there was no CLO warehouse investment income recorded for the six months ended June 30, 2018, compared to $2.0 million for the six months ended June 30, 2017.

•

Noninterest Expense

Three months ended June 30, 2018 compared with three months ended June 30, 2017. The following table presents our major categories of noninterest expense:

	Three Months Ended June 30,
(Dollars in thousands)	2018		2017		$ Change		% Change
Salaries and employee benefits	$	20,527	$	16,012	$	4,515		28.2	%
Occupancy, furniture and equipment		3,014		2,348		666		28.4	%
FDIC insurance and other regulatory assessments		383		270		113		41.9	%
Professional fees		2,078		1,238		840		67.9	%
Amortization of intangible assets		1,361		911		450		49.4	%
Advertising and promotion		1,300		911		389		42.7	%
Communications and technology		3,271		2,233		1,038		46.5	%
Travel and entertainment		1,190		647		543		83.9	%
Other		4,279		2,751		1,528		55.5	%
Total noninterest expense	$	37,403	$	27,321	$	10,082		36.9	%

Noninterest expense increased $10.1 million, or 36.9%. Noninterest expense for the three months ended June 30, 2018 was impacted by $1.1 million of transaction costs associated with the ICC acquisition on June 2, 2018. Excluding the ICC transaction costs, we incurred adjusted noninterest expense of $36.3 million for the three months ended June 30, 2018, resulting in an adjusted net increase in noninterest expense of $9.0 million period over period. Details of the more significant changes in the various components of noninterest expense are further discussed below.

•

Salaries and Employee Benefits. Salaries and employee benefits expenses increased $4.5 million, or 28.2%, which is primarily due to a significant increase in the total size of our workforce between these periods as our average full-time equivalent employees were 855.9 and 704.3 for the three months ended June 30, 2018 and 2017, respectively. Sources of this increased headcount were primarily employees added through the Valley and Acquired Branches acquisitions and to a lesser extent, employees added through the ICC acquisition. In addition, employees were hired to support growth in our commercial finance product lines and other strategic initiatives. Other factors contributing to the increase in salaries and employee benefits include merit increases for existing employees, higher health insurance benefit costs, incentive compensation, and 401(k) expense.

•

Occupancy, Furniture and Equipment. Occupancy, furniture and equipment expenses increased $0.7 million, or 28.4%, primarily due to expenses associated with the infrastructure and facilities added through the Valley and Acquired Branches acquisitions and to a lesser extent, infrastructure and facilities added through the ICC acquisition.

•

Professional Fees. Professional fees, which are primarily comprised of external audit, tax, consulting, and legal fees, increased $0.8 million, or 67.9%, primarily due to $1.1 million of professional fees incurred in connection with the ICC acquisition during the quarter.

•

Amortization of intangible assets . Amortization of intangible assets increased $0.5 million, or 49.4%, primarily due to the addition of intangible assets resulting from the Valley and Acquired Branch acquisitions and to a lesser extent, intangible assets added through the ICC acquisition.

•

Communications and Technology. Communications and technology expenses increased $1.0 million, or 46.5%, as a result of increased usage and transaction volumes resulting from the Valley and Acquired Branch acquisitions and to a lesser extent, increased usage and transaction volumes resulting from the ICC acquisition. The increase is also a result of growth in our organic operations.

•

Travel and entertainment. Travel and entertainment expenses increased $0.5 million, or 83.9%, primarily due to additional travel required to efficiently integrate closed and pending acquisitions as well as additional travel in the normal course of business.

•

Other. Other noninterest expense includes loan-related expenses, training and recruiting, postage, insurance, and subscription services. Other noninterest expense increased $1.5 million or 55.5% primarily due to an increase in software amortization cost resulting from our investments in systems and infrastructure to support the growth in our operations. There were no other significant increases or decreases in the components of other noninterest expense period over period.

Six months ended June 30, 2018 compared with six months ended June 30, 2017. The following table presents our major categories of noninterest expense:

	Six Months Ended June 30,
(Dollars in thousands)	2018		2017		$ Change		% Change
Salaries and employee benefits	$	39,931	$	37,970	$	1,961		5.2	%
Occupancy, furniture and equipment		6,068		4,707		1,361		28.9	%
FDIC insurance and other regulatory assessments		582		496		86		17.3	%
Professional fees		3,718		3,206		512		16.0	%
Amortization of intangible assets		2,478		2,022		456		22.6	%
Advertising and promotion		2,329		1,849		480		26.0	%
Communications and technology		6,630		4,407		2,223		50.4	%
Travel and entertainment		1,846		1,292		554		42.9	%
Other		7,863		6,209		1,654		26.6	%
Total noninterest expense	$	71,445	$	62,158	$	9,287		14.9	%

Noninterest expense increased $9.3 million, or 14.9%. Noninterest expense for the six months ended June 30, 2018 was impacted by $1.1 million of transaction costs associated with the ICC acquisition. Noninterest expense for the six months ended June 30, 2017 was impacted by the recognition of an incremental $5.1 million of transaction related costs associated with the TCA sale, including $4.8 million of bonus expense for the amount paid to team members to recognize their contribution to the value realized from the TCA sale and approximately $0.3 million of other transaction related costs. Excluding the ICC transaction costs and the TCA sale bonus and transaction related costs, we incurred adjusted noninterest expense of $70.4 million for the six months ended June 30, 2018 and $57.0 million for the six months ended June 30, 2017, resulting in an adjusted net increase in noninterest expense of $13.4 million, or 23.5% period over period. Details of the more significant changes in the various components of noninterest expense are further discussed below.

•

Salaries and Employee Benefits. Salaries and employee benefits expenses increased $2.0 million, or 5.2%. Salaries and employee benefits expenses for the six months ended June 30, 2017 included $4.8 million of bonus expense associated with the TCA sale. Absent the TCA-related bonus expense, salaries and employee benefits expenses increased $6.8 million. We experienced a significant increase in the total size of our workforce between these periods as our average full-time equivalent employees were 841.6 and 706.6 for the six months ended June 30, 2018 and 2017, respectively. Sources of this increased headcount were primarily employees added through the Valley and Acquired Branches acquisitions and to a lesser extent, employees added through the ICC acquisition. In addition, employees were hired to support growth in our commercial finance product lines and other strategic initiatives. Other factors contributing to the increase in salaries and employee benefits include merit increases for existing employees, higher health insurance benefit costs, incentive compensation, and 401(k) expense.

•

Occupancy, Furniture and Equipment. Occupancy, furniture and equipment expenses increased $1.4 million, or 28.9%, primarily due to expenses associated with the infrastructure and facilities added through the Valley and Acquired Branches acquisitions and to a lesser extent, infrastructure and facilities added through the ICC acquisition.

•

Professional Fees. Professional fees, which are primarily comprised of external audit, tax, consulting, and legal fees, increased $0.5 million, or 16.0% primarily due to $1.1 million of professional fees incurred in connection with the ICC acquisition during the quarter.

•

Amortization of intangible assets . Amortization of intangible assets increased $0.5 million, or 22.6%, primarily due to the addition of intangible assets resulting from the Valley and Acquired Branch acquisitions and to a lesser extent, intangible assets added through the ICC acquisition.

•

Advertising and promotion . Advertising and promotion expenses increased $0.5 million, or 26.0%, primarily due to advertising and brand-awareness activities in connection with the ICC acquisition.

•

Communications and Technology. Communications and technology expenses increased $2.2 million, or 50.4%, as a result of increased usage and transaction volumes resulting from the Valley and Acquired Branch acquisitions and to a lesser extent, increased usage and transaction volumes resulting from the ICC acquisition. The increase is also a result of growth in our organic operations.

•

Other. Other noninterest expense includes loan-related expenses, training and recruiting, postage, insurance, and subscription services. Other noninterest expense increased $1.7 million or 26.6% primarily due to an increase in software amortization cost resulting from our investments in systems and infrastructure to support the growth in our operations. There were no other significant increases or decreases in the components of other noninterest expense period over period.

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.

Three months ended June 30, 2018 compared with three months ended June 30, 2017. Income tax expense decreased $1.8 million, or 34.0%, from $5.3 million for the three months ended June 30, 2017 to $3.5 million for the three months ended June 30, 2018. The effective tax rate decreased from 36% for the three months ended June 30, 2017 to 22% for the three months ended June 30, 2018, primarily due to the enactment of the Tax Cuts and Jobs Act (the “Tax Act”) on December 22, 2017 which lowered our federal statutory tax rate, effective on January 1, 2018, and resulted in significant modifications to existing law.

Six months ended June 30, 2018 compared with six months ended June 30, 2017. Income tax expense decreased $4.2 million, or 36.8%, from $11.4 million for the six months ended June 30, 2017 to $7.2 million for the six months ended June 30, 2018. The effective tax rate decreased from 36% for the six months ended June 30, 2018 to 23% for the six months ended June 30, 2018, primarily due to the enactment of the Tax Cuts and Jobs Act (the “Tax Act”) on December 22, 2017 which lowered our federal statutory tax rate, effective on January 1, 2018, and resulted in significant modifications to existing law.

In regard to the Tax Act, authoritative guidance and interpretation by regulatory bodies is ongoing and as such, the accounting for the effects of the Tax Act is not final and the full impact of the new regulation is still being evaluated.

Operating Segment Results

Our reportable segments are Banking, Factoring, 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 Banking segment includes the operations of TBK 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 TBK Bank. The Factoring segment includes the operations of Triumph Business Capital with revenue derived from factoring services. Corporate includes holding company financing and investment activities, asset management fees associated with TCA prior to its sale on March 31, 2017, 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. Additionally, because of the interrelationships of the various segments, the information presented is not indicative of how the segments would perform if they operated as independent entities. Changes in management structure or allocation methodologies and procedures may result in future changes to previously reported segment financial data. The accounting policies of the segments are substantially similar to those described in the “Summary of Significant Accounting Policies” in Note 1 of the Company’s 2017 Form 10-K. 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. Noninterest income and expense directly attributable to a segment are assigned accordingly. Taxes are paid on a consolidated basis and are not allocated for segment purposes.

Three months ended June 30, 2018 compared with three months ended June 30, 2017 . The following tables present our primary operating results for our operating segments:

(Dollars in thousands)
Three Months Ended June 30, 2018	Banking		Factoring			Corporate			Consolidated
Total interest income	$	40,376	$	20,314		$	559		$	61,249
Intersegment interest allocations		4,155		(4,155	)		—			—
Total interest expense		6,440		—			1,552			7,992
Net interest income (expense)		38,091		16,159			(993	)		53,257
Provision for loan losses		1,592		3,313			1			4,906
Net interest income after provision		36,499		12,846			(994	)		48,351
Noninterest income		4,033		920			(8	)		4,945
Noninterest expense		26,401		10,311			691			37,403
Operating income (loss)	$	14,131	$	3,455		$	(1,693	)	$	15,893

(Dollars in thousands)
Three Months Ended June 30, 2017	Banking		Factoring			Corporate			Consolidated
Total interest income	$	32,733	$	10,387		$	418		$	43,538
Intersegment interest allocations		1,729		(1,729	)		—			—
Total interest expense		3,670		—			1,311			4,981
Net interest income (expense)		30,792		8,658			(893	)		38,557
Provision for loan losses		619		812			16			1,447
Net interest income after provision		30,173		7,846			(909	)		37,110
Noninterest income		3,577		758			867			5,202
Noninterest expense		21,216		5,482			623			27,321
Operating income (loss)	$	12,534	$	3,122		$	(665	)	$	14,991

(Dollars in thousands)
June 30, 2018	Banking		Factoring		Corporate		Eliminations			Consolidated
Total assets	$	3,667,251	$	652,734	$	719,562	$	(1,244,916	)	$	3,794,631
Gross loans	$	3,105,604	$	577,548	$	12,060	$	(498,750	)	$	3,196,462

(Dollars in thousands)
December 31, 2017	Banking		Factoring		Corporate		Eliminations			Consolidated
Total assets	$	3,444,322	$	360,922	$	504,656	$	(810,867	)	$	3,499,033
Gross loans	$	2,784,147	$	346,293	$	11,936	$	(331,520	)	$	2,810,856

Banking

(Dollars in thousands)	Three Months Ended June 30,
Banking	2018		2017		$ Change		% Change
Total interest income	$	40,376	$	32,733	$	7,643		23.3	%
Intersegment interest allocations		4,155		1,729		2,426		140.3	%
Total interest expense		6,440		3,670		2,770		75.5	%
Net interest income (expense)		38,091		30,792		7,299		23.7	%
Provision for loan losses		1,592		619		973		157.2	%
Net interest income (expense) after provision		36,499		30,173		6,326		21.0	%
Noninterest income		4,033		3,577		456		12.7	%
Noninterest expense		26,401		21,216		5,185		24.4	%
Operating income (loss)	$	14,131	$	12,534	$	1,597		12.7	%

Our Banking segment’s operating income increased $1.6 million, or 12.7%.

Interest income increased primarily as a 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, asset based loans and premium finance loans. In addition, we acquired $267.0 million of loans and $97.7 million of investment securities in our Banking segment as part of the Valley and Acquired Branches acquisitions which closed during the fourth quarter of 2017. Average loans in our Banking segment increased 37.3% from $2.053 billion for the three months ended June 30, 2017 to $2.818 billion for the three months ended June 30, 2018.

Interest expense increased primarily as a result of growth in average customer deposits and other borrowings due to $454.1 million of customer deposits assumed in the Valley and Acquired Branches acquisitions which closed during the fourth quarter of 2017. Excluding the acquired customer deposits, we also experienced growth in our certificates of deposit and brokered deposits as these higher cost deposit products were used to fund our growth period over period. In addition, our use of other interest bearing borrowings, consisting primarily of FHLB advances, was also increased to fund our growth. We also experienced increased rates across several of our interest bearing borrowings.

The increase in p rovision for loan loss was the result of an increase in net new specific reserves. We recorded net new specific reserves of $0.9 million at our Banking segment during the three months ended June 30, 2018 compared to net specific reserve releases of $0.5 mi llion recorded during the three months ended June 30, 2017. The increase in provision for loan loss was partially offset by lower net charge-offs of $0.3 million at our Banking segment in the three months ended June 30, 2018 compared to $0.4 million for th e same period in 2017. Approximately $0.2 million and $0.1 million of the charge-offs for the three months ended June 30, 2018 and 2017, respectively, had specific reserves previously recorded. Additionally, loans in our Banking segment grew at a slower p ace for the three months ended June 30, 2018 compared to the same period in 2017 which, when combined with changes in the mix of our portfolio and loss factors used to calculate the ALLL, contributed to a slight offset of the increased provision for loan l oss.

Noninterest income increased primarily due to additional service charges and card income associated with the increase in customer deposit and credit/debit card accounts acquired in the Valley and Acquired Branches acquisitions. These increases were impacted by OREO sales and valuation adjustments that resulted in a loss of $0.5 million. In addition, other sources of noninterest income, such as check cashing fees and wire transfer fees increased slightly due to incremental transaction volumes associated with the acquisitions.

Noninterest expense increased due to incremental costs associated with the growth in our Banking segment personnel and infrastructure in conjunction with our acquisitions of Valley and the Acquired Branches, as well as personnel, facilities and infrastructure to support the continued organic growth in our lending operations. In addition, increases due to merit increases for existing employees, higher health insurance benefit costs, incentive compensation, and 401(k) expense contributed to the increase.

Factoring

(Dollars in thousands)	Three Months Ended June 30,
Factoring	2018			2017			$ Change			% Change
Total interest income	$	20,314		$	10,387		$	9,927			95.6	%
Intersegment interest allocations		(4,155	)		(1,729	)		(2,426	)		140.3	%
Total interest expense		—			—			—			—
Net interest income (expense)		16,159			8,658			7,501			86.6	%
Provision for loan losses		3,313			812			2,501			308.0	%
Net interest income (expense) after provision		12,846			7,846			5,000			63.7	%
Noninterest income		920			758			162			21.4	%
Noninterest expense		10,311			5,482			4,829			88.1	%
Operating income (loss)	$	3,455		$	3,122		$	333			10.7	%

	Three Months Ended June 30,
	2018			2017
Factored receivable period end balance	$	577,548,000		$	268,707,000
Yield on average receivable balance		18.70	%		17.35	%
Rolling twelve quarter annual charge-off rate		0.41	%		0.41	%
Factored receivables - transportation concentration		84	%		84	%

Interest income, including fees	$	20,314,000		$	10,387,000
Non-interest income		920,000			758,000
Factored receivable total revenue		21,234,000			11,145,000
Average net funds employed		398,096,000			219,694,000
Yield on average net funds employed		21.39	%		20.35	%

Accounts receivable purchased	$	1,162,810,000		$	639,131,000
Number of invoices purchased		656,429			446,153
Average invoice size	$	1,771		$	1,433
Average invoice size - transportation	$	1,695		$	1,386
Average invoice size - non-transportation	$	2,522		$	1,782

Net new clients		2,146			151
Period end clients		5,584			2,690

Our Factoring segment’s operating income increased $0.3 million, or 10.7%.

Our average invoice size increased 23.6% from $1,433 for the three months ended June 30, 2017 to $1,771 for the three months ended June 30, 2018, and the number of invoices purchased increased 47.1% period over period. At June 30, 2018, Triumph Business Ca pital had 76 clients utilizing the TriumphPay platform. For the quarter ended June 30, 2018, TriumphPay processed 45,373 invoices paying 12,561 distinct carriers a total of $62.7 million.

Net interest income increased due to an 81.2% increase in overall average net funds employed in the second quarter of 2018 compared to the second quarter of 2017. Net funds employed represent factored receivable balances net of customer reserves which we hold 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 our consolidated balance sheets. The increase in NFE was the result of the ICC acquisition as well as organic growth in the factored receivables portfolio. In addition to increased average net funds employed, yield on average net funds employed increased period over period as a result of an increased average invoice size. Our transportation factoring balances, which typically generate a higher yield than our non-transportation factoring balances, were flat as a percentage of the overall Factoring segment portfolio at 84% on June 30, 2018 and June 30, 2017.

The increase in provision for loan losses was the result of the ICC acquisition and an increase in net new allowances recorded on specific at-risk balances. Acquired ICC factored receivables were brought over in purchase accounting without an allowance. Given the short term nature of factored receivables, ICC contributed $1.8 million in provision for loan loss during the quarter to provide for turnover of the receivables subsequent to acquisition as well as portfolio growth. We recorded net new allowances on specific at-risk balances at our Factoring segment of $1.0 million during the three months ended June 30, 2018 compared to net releases on specific at-risk balances of $0.2 million recorded during the three months ended June 30, 2017. We experienced lower total net charge-offs of $0.1 million in the three months ended June 30, 2018 compared to $0.4 million for the same period in 2017. The remaining increase in the provision for loan losses was driven by increased organic growth in the factored receivables portfolio during the three months ended June 30, 2018 compared to the same period during the prior year.

Noninterest income was relatively flat and the increase in noninterest expense was driven primarily by increased personnel, operating, and technology costs incurred in connection with the ICC acquisition and growth in our factoring portfolio, particularly the increase in the number of clients and number of invoices processed period over period. Reflected in our Factoring segment’s noninterest expense for the three months ended June 30, 2018 is $1.1 million in transaction costs related to the ICC acquisition.

Corporate

(Dollars in thousands)	Three Months Ended June 30,
Corporate	2018			2017			$ Change			% Change
Total interest income	$	559		$	418		$	141			33.7	%
Intersegment interest allocations		—			—			—			—
Total interest expense		1,552			1,311			241			18.4	%
Net interest income (expense)		(993	)		(893	)		(100	)		11.2	%
Provision for loan losses		1			16			(15	)		(93.8	%)
Net interest income (expense) after provision		(994	)		(909	)		(85	)		9.4	%
Noninterest income		(8	)		867			(875	)		(100.9	%)
Noninterest expense		691			623			68			10.9	%
Operating income (loss)	$	(1,693	)	$	(665	)	$	(1,028	)		154.6	%

The Corporate segment’s operating loss increased primarily due to a $1.0 million decrease in noninterest income associated with CLO warehouse investments. The CLO associated with our remaining CLO warehouse investment was issued and closed in June 2017, and as a result our invested funds were returned. During the three months ended June 30, 2018 we no longer held investments in CLO warehouse entities and, absent future investments in new CLO warehouse entities, we do not expect to realize CLO warehouse investment income ongoing. As a result, there was no CLO warehouse investment income recorded for the three months ended June 30, 2018. There were no other significant fluctuations in accounts in our Corporate segment period over period.

Six months ended June 30, 2018 compared with six months ended June 30, 2017 . The following tables present our primary operating results for our operating segments:

(Dollars in thousands)
Six Months Ended June 30, 2018	Banking		Factoring			Corporate			Consolidated
Total interest income	$	79,280	$	35,094		$	993		$	115,367
Intersegment interest allocations		7,088		(7,088	)		—			—
Total interest expense		11,994		—			2,986			14,980
Net interest income (expense)		74,374		28,006			(1,993	)		100,387
Provision for loan losses		3,736		3,706			12			7,454
Net interest income after provision		70,638		24,300			(2,005	)		92,933
Gain on sale of subsidiary or division		1,071		—			—			1,071
Other noninterest income		7,620		1,510			(84	)		9,046
Noninterest expense		52,939		17,165			1,341			71,445
Operating income (loss)	$	26,390	$	8,645		$	(3,430	)	$	31,605

(Dollars in thousands)
Six Months Ended June 30, 2017	Banking		Factoring			Corporate			Consolidated
Total interest income	$	60,232	$	19,092		$	546		$	79,870
Intersegment interest allocations		3,018		(3,018	)		—			—
Total interest expense		6,882		—			2,612			9,494
Net interest income (expense)		56,368		16,074			(2,066	)		70,376
Provision for loan losses		7,640		1,393			92			9,125
Net interest income after provision		48,728		14,681			(2,158	)		61,251
Gain on sale of subsidiary or division		—		—			20,860			20,860
Other noninterest income		7,107		1,428			3,092			11,627
Noninterest expense		43,187		11,077			7,894			62,158
Operating income (loss)	$	12,648	$	5,032		$	13,900		$	31,580

(Dollars in thousands)
June 30, 2018	Banking		Factoring		Corporate		Eliminations			Consolidated
Total assets	$	3,667,251	$	652,734	$	719,562	$	(1,244,916	)	$	3,794,631
Gross loans	$	3,105,604	$	577,548	$	12,060	$	(498,750	)	$	3,196,462

(Dollars in thousands)
December 31, 2017	Banking		Factoring		Corporate		Eliminations			Consolidated
Total assets	$	3,444,322	$	360,922	$	504,656	$	(810,867	)	$	3,499,033
Gross loans	$	2,784,147	$	346,293	$	11,936	$	(331,520	)	$	2,810,856

Banking

(Dollars in thousands)	Six Months Ended June 30,
Banking	2018		2017		$ Change			% Change
Total interest income	$	79,280	$	60,232	$	19,048			31.6	%
Intersegment interest allocations		7,088		3,018		4,070			134.9	%
Total interest expense		11,994		6,882		5,112			74.3	%
Net interest income (expense)		74,374		56,368		18,006			31.9	%
Provision for loan losses		3,736		7,640		(3,904	)		(51.1	%)
Net interest income (expense) after provision		70,638		48,728		21,910			45.0	%
Gain on sale of subsidiary or division		1,071		—		1,071			—
Other noninterest income		7,620		7,107		513			7.2	%
Noninterest expense		52,939		43,187		9,752			22.6	%
Operating income (loss)	$	26,390	$	12,648	$	13,742			108.6	%

Our Banking segment’s operating income increased $13.7 million, or 108.6%.

Interest income increased primarily as a result of increases in the balances of our inte rest earning assets, primarily loans, due to the continued growth of our commercial finance products, including equipment loans, asset based loans and premium finance loans. In addition, we acquired $267.0 million of loans and $97.7 million of investment securities in our Banking segment as part of the Valley and Acquired Branches acquisitions which closed during the fourth quarter of 2017. Average loans in our Banking segment increased 39.5% from $1.968 billion for the six months ended June 30, 2017 to $ 2.746 billion for the six months ended June 30, 2018.

The decrease in the provision for loan loss was primarily the result of a decrease in net loan charge-offs recorded during the six months ended June 30, 2018. We experienced lower total net charge-offs at our Banking segment of $1.0 million in the six months ended June 30, 2018 compared to $3.8 million for the same period in 2017. Approximately $0.5 million and $1.4 million of the charge-offs for the six months ended June 30, 2018 and 2017, respectively, had specific reserves previously recorded at our Banking segment. Net new specific reserves were flat at our Banking segment at $1.7 million for each period. Additionally, loans in our Banking segment grew at a slower pace for the six months ended June 30, 2018 compared to the same period in 2017 which, when combined with changes in the mix of our portfolio and loss factors used to calculate the ALLL, further contributed to the decreased provision for loan loss.

Noninterest income increased primarily due to the realization of the $1.1 million gain associated with the sale of THF during the first quarter as well as additional service charges and card income associated with the increase in customer deposit and credit/debit card accounts acquired in the Valley and Acquired Branches acquisitions. These increases were impacted by a combined loss on the sale of municipal securities and OREO valuation adjustments of $0.9 million during the six months ended June 30, 2018. In addition, other sources of noninterest income, such as check cashing fees, wire transfer fees, and trust activities increased slightly due to incremental transaction volumes associated with the acquisitions.

Factoring

(Dollars in thousands)	Six Months Ended June 30,
Factoring	2018			2017			$ Change			% Change
Total interest income	$	35,094		$	19,092		$	16,002			83.8	%
Intersegment interest allocations		(7,088	)		(3,018	)		(4,070	)		134.9	%
Total interest expense		—			—			—			—
Net interest income (expense)		28,006			16,074			11,932			74.2	%
Provision for loan losses		3,706			1,393			2,313			166.0	%
Net interest income (expense) after provision		24,300			14,681			9,619			65.5	%
Gain on sale of subsidiary or division		—			—			—			—
Other noninterest income		1,510			1,428			82			5.7	%
Noninterest expense		17,165			11,077			6,088			55.0	%
Operating income (loss)	$	8,645		$	5,032		$	3,613			71.8	%

	Six Months Ended June 30,
	2018			2017
Factored receivable period end balance	$	577,548,000		$	268,707,000
Yield on average receivable balance		18.17	%		17.41	%
Rolling twelve quarter annual charge-off rate		0.41	%		0.41	%
Factored receivables - transportation concentration		84	%		84	%

Interest income, including fees	$	35,094,000		$	19,092,000
Non-interest income		1,510,000			1,428,000
Factored receivable total revenue		36,604,000			20,520,000
Average net funds employed		357,292,000			202,167,000
Yield on average net funds employed		20.66	%		20.47	%

Accounts receivable purchased	$	2,075,146,000		$	1,160,899,000
Number of invoices purchased		1,178,335			822,096
Average invoice size	$	1,761		$	1,411
Average invoice size - transportation	$	1,678		$	1,353
Average invoice size - non-transportation	$	2,575		$	1,875

Net new clients		2,426			248
Period end clients		5,584			2,690

Our Factoring segment’s operating income increased $3.6 million, or 71.8%.

Our average invoice size increased 24.8% from $1,411 for the six months ended June 30, 2017 to $1,761 for the six months ended June 30, 2018, and the number of invoices purchased increased 43.3% period over period. At June 30, 2018, Triumph Business Capital had 76 clients utilizing the TriumphPay platform. For the six months ended June 30, 2018, TriumphPay processed 81,153 invoices paying 18,126 distinct carriers a total of $113.8 million.

Net interest income increased due to a 76.7% increase in overall average net funds employed during the six months ended June 30, 2018 compared to the same period during the prior year. Net funds employed represent factored receivable balances net of customer reserves which we hold 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 our consolidated balance sheets. The increase in NFE was the result of the ICC acquisition as well as organic growth in the factored receivables portfolio. In addition to increased average net funds employed, yield on average net funds employed increased period over period as a result of an increased average invoice size. Our transportation factoring balances, which typically generate a higher yield than our non-transportation factoring balances, were flat as a percentage of the overall Factoring segment portfolio at 84% on June 30, 2018 and June 30, 2017.

The increase in provision for loan losses was the result of the ICC acquisition and an increase in net new allowances recorded on specific at-risk balances. Acquired ICC factored receivables were brought over in purchase accounting without an allowance. Given the short term nature of factored receivables, ICC contributed $1.8 million in provision for loan loss during the quarter to provide for turnover of the receivables subsequent to acquisition as well as portfolio growth. We recorded net new allowances on specific at-risk balances at our Factoring segment of $1.0 million during the six months ended June 30, 2018 with no significant net new allowances on specific at-risk balances during the three months ended June 30, 2017. We experienced lower total net charge-offs of $0.7 million in the six months ended June 30, 2018 compared to $0.9 million for the same period in 2017. The remaining change in the provision for loan losses was driven by increased growth in the factored receivables portfolio during the six months ended June 30, 2018 compared to the same period during the prior year.

Noninterest income was relatively flat and the increase in noninterest expense was driven primarily by increased personnel, operating, and technology costs incurred in connection with the ICC acquisition and growth in our factoring portfolio, particularly the increase in the number of clients and number of invoices processed period over period. Reflected in our Factoring segment’s noninterest expense for the six months ended June 30, 2018 is $1.1 million in transaction costs related to the ICC acquisition.

Corporate

(Dollars in thousands)	Six Months Ended June 30,
Corporate	2018			2017			$ Change			% Change
Total interest income	$	993		$	546		$	447			81.9	%
Intersegment interest allocations		—			—			—			—
Total interest expense		2,986			2,612			374			14.3	%
Net interest income (expense)		(1,993	)		(2,066	)		73			(3.5	%)
Provision for loan losses		12			92			(80	)		(87.0	%)
Net interest income (expense) after provision		(2,005	)		(2,158	)		153			(7.1	%)
Gain on sale of subsidiary or division		—			20,860			(20,860	)		(100.0	%)
Other noninterest income		(84	)		3,092			(3,176	)		(102.7	%)
Noninterest expense		1,341			7,894			(6,553	)		(83.0	%)
Operating income (loss)	$	(3,430	)	$	13,900		$	(17,330	)		(124.7	%)

The Corporate segment’s operating income decreased primarily due to the net impact of the TCA sale transaction recorded during the six months ended June 30, 2017. As TCA was a wholly owned subsidiary of our parent company, the $20.9 million gain on sale of TCA was reported as noninterest income and the $5.1 million of bonus expense and transaction related costs associated with the TCA sale were reported as noninterest expense in the Corporate segment. Excluding the impact of the TCA sale, the Corporate segment reported an operating loss of $1.9 million for the six months ended June 30, 2017 compared to a loss of $3.4 million for the six months ended June 30, 2018. This increase in operating loss was primarily the result of a $2.0 million decrease in noninterest income associated with CLO warehouse investments. The CLO associated with our remaining CLO warehouse investment was issued and closed in June 2017, and as a result our invested funds were returned. During the six months ended June 30, 2018 we no longer held investments in CLO warehouse entities and, absent future investments in new CLO warehouse entities, we do not expect to realize CLO warehouse investment income ongoing. As a result, there was no CLO warehouse investment income recorded for the six months ended June 30, 2018. There were no other significant fluctuations in accounts in our Corporate segment period over period.

Financial Condition

Assets

Total assets were $3.795 billion at June 30, 2018, compared to $3.499 billion at December 31, 2017, an increase of $295.6 million, the components of which are discussed below.

Loan Portfolio

Loans held for investment were $3.196 billion at June 30, 2018, compared with $2.811 billion at December 31, 2017.

The following table shows our total loan portfolio by portfolio segments:

	June 30, 2018					December 31, 2017
(Dollars in thousands)			% of Total					% of Total			$ Change			% Change
Commercial real estate	$	766,839		24	%	$	745,893		27	%	$	20,946			2.8	%
Construction, land development, land		147,852		5	%		134,812		5	%		13,040			9.7	%
1-4 family residential properties		122,653		4	%		125,827		4	%		(3,174	)		(2.5	%)
Farmland		177,060		6	%		180,141		6	%		(3,081	)		(1.7	%)
Commercial		1,006,443		30	%		920,812		33	%		85,631			9.3	%
Factored receivables		603,812		19	%		374,410		13	%		229,402			61.3	%
Consumer		28,775		1	%		31,131		1	%		(2,356	)		(7.6	%)
Mortgage warehouse		343,028		11	%		297,830		11	%		45,198			15.2	%
Total Loans	$	3,196,462		100	%	$	2,810,856		100	%	$	385,606			13.7	%

Commercial Real Estate Loans. Our commercial real estate loans increased $20.9 million, or 2.8%, due primarily to new loan origination activity during the period partially offset by paydowns for the period. We continue to allocate internal resources to focus on and source additional commercial real estate opportunities on a nationwide basis.

Construction and Development Loans. Our construction and development loans increased $13.0 million, or 9.7%, due to new loan origination activity partially offset by paydowns for the period.

Resi dential Real Estate Loans. Our one-to-four family residential loans decreased $3.2 million, or 2.5%, due primarily to paydowns in excess of loan origination activity.

Farmland Loans. Our farmland loans decreased $3.1 million, or 1.7%, due to paydowns that outpaced new loan origination activity for the period.

Commercial Loans . Our commercial loans held for investment increased $85.6 million, or 9.3%, primarily due to growth in the asset based and equipment finance loans as we continue to execute on our growth strategy for such products. In addition, our other commercial lending products, comprised primarily of general commercial loans originated in our community banking markets, increased $9.0 million, or 3.4%. Increased growth in these lending lines was slightly offset by declines in our premium finance and agriculture lending.

The following table shows our commercial loans:

	June 30,		December 31,
(Dollars in thousands)	2018		2017		$ Change			% Change
Commercial
Equipment	$	290,314	$	254,119	$	36,195			14.2	%
Asset based lending		261,412		213,471		47,941			22.5	%
Premium finance		51,416		55,520		(4,104	)		(7.4	%)
Agriculture		133,289		136,649		(3,360	)		(2.5	%)
Other commercial lending		270,012		261,053		8,959			3.4	%
Total commercial loans	$	1,006,443	$	920,812	$	85,631			9.3	%

Factored Receivables. Our factored receivables increased $229.4 million, or 61.3%, primarily due to the ICC acquisition which has allowed us to increase the size of our factored receivables operations. We also continue to execute on our growth strategy for this product at Triumph Business Capital, our factoring subsidiary, as well as through growth in factored receivables purchased under our Triumph Commercial Finance brand.

Consumer Loans. Our consumer loans decreased $2.4 million, or 7.6%, due to paydowns in excess of new loan origination activity during the period.

Mortgage Warehouse. Our mortgage warehouse facilities increased $45.2 million, or 15.2%, due to higher utilization by our clients due to typical seasonality associated with the mortgage business during the period. Client utilization of mortgage warehouse facilities may experience significant fluctuation on a day-to-day basis given mortgage origination market conditions. Our average mortgage warehouse lending balance was $238.1 million for the three months ended June 30, 2018 compared to $148.9 million for the three months ended June 30, 2017 and $212.9 million for the six months ended June 30, 2018 compared to $128.4 million for the six months ended June 30, 2017.

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:

	June 30, 2018
(Dollars in thousands)	One Year or Less		After One but within Five Years		After Five Years		Total
Commercial real estate	$	86,289	$	489,296	$	191,254	$	766,839
Construction, land development, land		65,827		52,016		30,009		147,852
1-4 family residential properties		11,243		41,537		69,873		122,653
Farmland		15,034		49,803		112,223		177,060
Commercial		396,036		554,101		56,306		1,006,443
Factored receivables		603,812		—		—		603,812
Consumer		4,706		10,258		13,811		28,775
Mortgage warehouse		343,028		—		—		343,028
	$	1,525,975	$	1,197,011	$	473,476	$	3,196,462

Sensitivity of loans to changes in interest rates:
Predetermined (fixed) interest rates			$	816,691	$	150,494
Floating interest rates				380,320		322,982
Total			$	1,197,011	$	473,476

As of June 30, 2018, most of the Company’s non-factoring business activity is with customers located within certain states. The states of Texas (26%), Colorado (25%), Illinois (17%), and Iowa (7%) make up 75% of the Company’s gross loans, excluding factored receivables. Therefore, the Company’s exposure to credit risk is affected by changes in the economies in these states. At December 31, 2017, the states of Colorado (26%), Texas (24%), Illinois (17%) and Iowa (7%) made up 74% of the Company’s gross loans, excluding factored receivables.

Further, a majority (80%) of our factored receivables, representing approximately 15% of our total loan portfolio as of June 30, 2018, are receivables purchased from trucking fleets, owner-operators, and freight brokers 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. At December 31, 2017, 77% of our factored receivables, representing approximately 10% of our total loan portfolio, were receivables purchased from trucking fleets, owner-operators, and freight brokers in the transportation industry.

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 senior management review of proposed extensions of credit exceeding certain thresholds. When delinquencies exist, we 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 subsidiary, independent loan review, approval of large credit relationships by our bank subsidiary’s Management Loan Committee 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 following table sets forth the allocation of our nonperforming assets among our different asset categories as of the dates indicated. We classify nonperforming assets as nonaccrual loans, loans modified under restructurings as a result of the borrower experiencing financial difficulties (“TDR”), factored receivables greater than 90 days past due, OREO, and other repossessed assets. The balances of nonperforming loans reflect the recorded investment in these assets, including deductions for purchase discounts.

	June 30,			December 31,
(Dollars in thousands)	2018			2017
Nonperforming loans:
Commercial real estate	$	5,875		$	1,012
Construction, land development, land		140			136
1-4 family residential properties		2,170			2,638
Farmland		3,513			4,182
Commercial		29,301			26,592
Factored receivables		2,331			1,454
Consumer		270			384
Mortgage warehouse		—			—
Purchased credit impaired		2,221			2,333
Total nonperforming loans		45,821			38,731
Other real estate owned, net		2,528			9,191
Other repossessed assets		144			320
Assets held for sale		—			245
Total nonperforming assets	$	48,493		$	48,487

Nonperforming assets to total assets		1.28	%		1.39	%
Nonperforming loans to total loans held for investment		1.43	%		1.38	%
Total past due loans to total loans held for investment		2.54	%		2.33	%

Nonperforming loans, including nonaccrual PCI loans, increased $7.1 million, or 18.3%, primarily due to the additions of a $5.2 million nonperforming commercial real estate relationship carrying a 90% government guarantee and secured by an assisted living facility. A $1.2 million nonperforming agriculture relationship secured by underlying land and farm equipment was also added during the period. The increase in nonperforming loans was also impacted by additions and removals of smaller credits to and from nonperforming loans.

OREO decreased $6.7 million, or 72.5%, primarily due to the sale of five properties during 2018 resulting in total proceeds of $7.1 million and an insignificant total gain on sale. The decrease driven by the sale of OREO properties was partially offset by the addition of individually insignificant OREO properties as well as valuation adjustments made throughout the year.

As a result of the above activity, the ratio of nonperforming loans to total loans increased to 1.43% at June 30, 2018 compared to 1.38% at December 31, 2017, and our ratio of nonperforming assets to total assets decreased to 1.28% at June 30, 2018 compared to 1.39% at December 31, 2017.

Past due loans to total loans increased to 2.54% at June 30, 2018 compared to 2.33% at December 31, 2017, due to the increase in nonperforming loans described above as well as the addition of ICC’s factored receivables and other payment performance activity.

Potential problem loans consist of loans that are performing in accordance with contractual terms but for which management has concerns about the ability of an obligor to continue to comply with repayment terms because of the obligor’s potential operating or financial difficulties. Management monitors these loans and reviews their performance on a regular basis. Potential problem loans contain potential weaknesses that could improve, persist or further deteriorate. At June 30, 2018, we had $6.1 million in loans of this type which are not included in any of the nonperforming loan categories. All of the loans identified as potential problem loans at June 30, 2018 were graded as “substandard”.

Allowance for Loan and Lease Losses

ALLL is a valuation allowance for probable incurred credit losses. Loan losses are charged against the ALLL when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the ALLL. Management estimates the ALLL 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 ALLL may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged-off.

In addition, the product types associated with fluctuations within the loan portfolio also contribute to the allowance allocation, as different loan products require different levels of ALLL based upon their credit risk characteristics. Loan loss valuation allowances are recorded on specific at-risk balances, typically consisting of impaired loans and factored invoices greater than 90 days past due with negative cash reserves.

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 ALLL associated with such loans as of the purchase 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 incurred and estimable losses on acquired loans after the acquisition date in excess of the recorded discount.

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

	June 30, 2018								December 31, 2017
(Dollars in thousands)	Allocated Allowance		% of Loan Portfolio			ALLL to Loans			Allocated Allowance		% of Loan Portfolio			ALLL to Loans
Commercial real estate	$	3,803		24	%		0.50	%	$	3,435		27	%		0.46	%
Construction, land development, land		1,025		5	%		0.69	%		883		5	%		0.65	%
1-4 family residential properties		240		4	%		0.20	%		293		4	%		0.23	%
Farmland		509		6	%		0.29	%		310		6	%		0.17	%
Commercial		10,230		30	%		1.02	%		8,150		33	%		0.89	%
Factored receivables		7,727		19	%		1.28	%		4,597		13	%		1.23	%
Consumer		670		1	%		2.33	%		783		1	%		2.52	%
Mortgage warehouse		343		11	%		0.10	%		297		11	%		0.10	%
Total Loans	$	24,547		100	%		0.77	%	$	18,748		100	%		0.67	%

The ALLL increased $5.8 million, or 30.9%, which was driven by $1.7 million of net charge-offs (which carried a reserve of $1.0 million at the time of charge-off), $2.7 million of net new specific allowances recorded on impaired loans, an additional allowance of $1.8 million related to the ICC acquisition discussed above, as well as growth in the underlying portfolio during the six months ended June 30, 2018.

The following table presents the unpaid principal and recorded investment for loans at June 30, 2018. The difference betw een the unpaid principal balance and recorded investment is principally (1) premiums and discounts associated with acquisition date fair value adjustments on acquired loans (both PCI and non-PCI) totaling $14.6 million at June 30, 2018 , and (2) net deferre d origination costs and fees totaling $3.6 million at June 30, 2018. The net difference can provide protection from credit loss in addition to the ALLL as future potential charge-offs for an individual loan is limited to the recorded investment plus unpaid accrued interest.

(Dollars in thousands)	Recorded		Unpaid
June 30, 2018	Investment		Principal		Difference
Commercial real estate	$	766,839	$	773,357	$	(6,518	)
Construction, land development, land		147,852		150,423		(2,571	)
1-4 family residential properties		122,653		123,783		(1,130	)
Farmland		177,060		180,223		(3,163	)
Commercial		1,006,443		1,007,769		(1,326	)
Factored receivables		603,812		606,744		(2,932	)
Consumer		28,775		28,787		(12	)
Mortgage warehouse		343,028		343,574		(546	)
	$	3,196,462	$	3,214,660	$	(18,198	)

At June 30, 2018 and December 31, 2017, we had on deposit $50.7 million and $32.5 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 table provides an analysis of the provisions for loan losses, net charge-offs and recoveries, and the effects of those items on our ALLL:

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2018			2017			2018			2017
Balance at beginning of period	$	20,022		$	19,093		$	18,748		$	15,405
Loans charged-off:
Commercial real estate		(2	)		—			(2	)		(137	)
Construction, land development, land		—			(163	)		—			(582	)
1-4 family residential properties		(14	)		—			(14	)		(28	)
Farmland		(200	)		—			(200	)		—
Commercial		(1	)		(226	)		(627	)		(3,078	)
Factored receivables		(116	)		(386	)		(700	)		(966	)
Consumer		(234	)		(308	)		(490	)		(607	)
Mortgage warehouse		—			—			—			—
Total loans charged-off	$	(567	)	$	(1,083	)	$	(2,033	)	$	(5,398	)
Recoveries of loans charged-off:
Commercial real estate		—			—			—			—
Construction, land development, land		2			—			10			7
1-4 family residential properties		2			14			5			19
Farmland		—			—			—			—
Commercial		74			156			136			378
Factored receivables		33			15			44			52
Consumer		75			155			183			209
Mortgage warehouse		—			—			—			—
Total loans recoveries	$	186		$	340		$	378		$	665
Net loans charged-off	$	(381	)	$	(743	)	$	(1,655	)	$	(4,733	)
Provision for (reversal of) loan losses:
Commercial real estate		337			263			370			830
Construction, land development, land		25			512			132			1,025
1-4 family residential properties		4			(25	)		(44	)		(95	)
Farmland		91			47			399			91
Commercial		964			(504	)		2,571			5,289
Factored receivables		3,317			814			3,786			1,333
Consumer		110			233			194			605
Mortgage warehouse		58			107			46			47
Total provision for loan losses	$	4,906		$	1,447		$	7,454		$	9,125
Balance at end of period	$	24,547		$	19,797		$	24,547		$	19,797

Average total loans held for investment	$	2,922,047		$	2,135,346		$	2,844,882		$	2,041,934
Net charge-offs to average total loans held for investment		0.01	%		0.03	%		0.06	%		0.23	%
Allowance to total loans held for investment		0.77	%		0.86	%		0.77	%		0.86	%

Quarter to date net loans charged off decreased $0.4 million, or 48.7%, primarily due to individually insignificant charge-off and recovery activity during the periods.

Year to date net loans charged off decreased $3.1 million, or 65.0%, primarily due to the $2.7 million charge-off of an individual healthcare finance relationship during the six months ended June 30, 2017.

Securities

As of June 30, 2018, we held debt securities classified as available for sale with a fair value of $183.2 million, a decrease of $67.4 million from $250.6 million at December 31, 2017. The decrease is attributable to typical portfolio management activities as well as the sale of $47 million of securities during the six months ended June 30, 2018 which were primarily made up of municipal securities acquired from Valley during the fourth quarter of 2017. 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 June 30, 2018 and December 31, 2017, we held equity securities with a fair value of $5.0 million. These securities represent investments in a publicly traded Community Reinvestment Act mutual fund and are subject to market pricing volatility. As a result of our adoption of ASU 2016-01, Financial Instruments, on January 1, 2018, equity securities were reclassified from securities available for sale.

As of June 30, 2018, we held investments classified as held to maturity with an amortized cost of $8.7 million, an increase of $0.1 million from $8.6 million at December 31, 2017. These held to maturity securities represent a minority investment in the unrated subordinated notes of recently issued CLOs managed by Trinitas Capital Management.

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

	Maturity as of June 30, 2018
	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	$	19,833		1.38	%	$	77,092		1.69	%	$	—		—		$	—		—		$	96,925		1.63	%
U.S. Treasury notes		—		—			1,948		1.98	%		—		—			—		—			1,948		1.98	%
Mortgage-backed securities		—		—			2,397		1.96	%		4,610		2.32	%		23,518		2.80	%		30,525		2.66	%
Asset backed securities		—		—			3,090		1.87	%		—		—			7,623		2.94	%		10,713		2.63	%
State and municipal		632		1.79	%		4,850		1.76	%		20,723		1.94	%		10,080		1.67	%		36,285		1.84	%
Corporate bonds		150		2.95	%		5,393		2.43	%		—		—			274		5.15	%		5,817		2.56	%
SBA pooled securities		—		—			43		4.16	%		75		4.28	%		3,248		3.44	%		3,366		3.47	%
Total available for sale securities	$	20,615		1.41	%	$	94,813		1.75	%	$	25,408		2.02	%	$	44,743		2.64	%	$	185,579		1.96	%

Held to maturity securities:	$	—		—		$	—		—		$	3,352		13.23	%	$	5,321		11.03	%	$	8,673		11.88	%

Liabilities

Total liabilities were $3.187 billion as of June 30, 2018, compared to $3.107 billion at December 31, 2017, an increase of $80 million, the components of which are discussed below.

Deposits

Our total deposits were $2.625 billion as of June 30, 2018, compared to $2.621 billion as of December 31, 2017, an increase of $3.6 million. The increase in deposits was due in part to growth in several of our deposit products offset by an intentional reduction in our reliance on the use of public funds during the period. As of June 30, 2018, interest bearing demand deposits, noninterest bearing deposits, money market deposits and savings deposits accounted for 54% of our total deposits, while individual retirement accounts, certificates of deposit, and brokered deposits made up 46% of total deposits. See Note 7 – Deposits in the accompanying condensed notes to consolidated financial statements included elsewhere in this report for details of our deposit balances as of June 30, 2018 and December 31, 2017.

The following table provides information on the maturity distribution of time de posits with individual balances of $100,000 to $250,000 and of time deposits with individual balances of $250,000 or more as of June 30, 2018:

	$100,000 to		$250,000 and
(Dollars in thousands)	$250,000		Over		Total
Maturity
3 months or less	$	93,464	$	31,744	$	125,208
Over 3 through 6 months		98,920		35,345		134,265
Over 6 through 12 months		128,343		60,777		189,120
Over 12 months		62,522		18,467		80,989
	$	383,249	$	146,333	$	529,582

The following table summarizes our average deposit balances and weighted average rates:

	Three Months Ended June 30, 2018								Three Months Ended June 30, 2017
	Average		Weighted			% of			Average		Weighted			% of
(Dollars in thousands)	Balance		Avg Yields			Total			Balance		Avg Yields			Total
Interest bearing demand	$	381,114		0.23	%		15	%	$	342,947		0.16	%		17	%
Individual retirement accounts		103,358		1.22	%		4	%		100,505		1.21	%		5	%
Money market		256,841		0.52	%		10	%		206,163		0.23	%		10	%
Savings		241,029		0.05	%		9	%		171,602		0.06	%		8	%
Certificates of deposit		767,484		1.36	%		30	%		773,178		1.15	%		38	%
Brokered deposits		246,089		1.86	%		10	%		67,852		1.46	%		3	%
Total interest bearing deposits		1,995,915		0.93	%		78	%		1,662,247		0.74	%		81	%
Noninterest bearing demand		553,309		—			22	%		387,877		—			19	%
Total deposits	$	2,549,224		0.73	%		100	%	$	2,050,124		0.60	%		100	%

	Six Months Ended June 30, 2018								Six Months Ended June 30, 2017
	Average		Weighted			% of			Average		Weighted			% of
(Dollars in thousands)	Balance		Avg Yields			Total			Balance		Avg Yields			Total
Interest bearing demand	$	385,533		0.21	%		15	%	$	334,316		0.15	%		16	%
Individual retirement accounts		105,116		1.20	%		4	%		100,992		1.19	%		5	%
Money market		269,698		0.53	%		11	%		207,681		0.23	%		10	%
Savings		240,372		0.05	%		9	%		171,714		0.07	%		8	%
Certificates of deposit		790,238		1.32	%		32	%		764,938		1.13	%		39	%
Brokered deposits		216,404		1.80	%		8	%		67,968		1.43	%		3	%
Total interest bearing deposits		2,007,361		0.89	%		79	%		1,647,609		0.73	%		81	%
Noninterest bearing demand		549,237		—			21	%		382,851		—			19	%
Total deposits	$	2,556,598		0.70	%		100	%	$	2,030,460		0.59	%		100	%

Other Borrowings

Customer Repurchase Agreements

The following provides a summary of our customer repurchase agreements as of and for the six months ended June 30, 2018 and the year ended December 31, 2017:

	June 30,			December 31,
(Dollars in thousands)	2018			2017
Amount outstanding at end of period	$	10,509		$	11,488
Weighted average interest rate at end of period		0.02	%		0.02	%
Average daily balance during the period	$	7,208		$	12,906
Weighted average interest rate during the period		0.02	%		0.02	%
Maximum month-end balance during the period	$	10,509		$	21,041

Our customer repurchase agreements generally have overnight maturities. Variances in these balances are attributable to normal customer behavior and seasonal factors affecting their liquidity positions.

FHLB Advances

The following provides a summary of our FHLB advances as of and for the six months ended June 30, 2018 and the year ended December 31, 2017:

	June 30,			December 31,
(Dollars in thousands)	2018			2017
Amount outstanding at end of period	$	420,000		$	365,000
Weighted average interest rate at end of period		2.06	%		1.39	%
Average amount outstanding during the period		356,946			300,451
Weighted average interest rate during the period		1.74	%		1.05	%
Highest month end balance during the period		435,000			385,000

Our FHLB advances are collateralized by assets, including a blanket pledge of certain loans. At June 30, 2018 and December 31, 2017, we had $353.4 million and $231.2 million, respectively, in unused and available advances from the FHLB.

Subordinated Notes

On September 30, 2016, we issued $50.0 million of Fixed-to-Floating Rate Subordinated Notes due 2026 (the “Notes”). The Notes initially bear interest at 6.50% per annum, are payable semi-annually in arrears, to, but excluding, September 30, 2021, and, thereafter and to, but excluding, the maturity date or earlier redemption, interest shall be payable quarterly in arrears, at an annual floating rate equal to three-month LIBOR as determined for the applicable quarterly period, plus 5.345%. We may, at our option, beginning on September 30, 2021 and on any scheduled interest payment date thereafter, redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but excluding, the date of redemption.

The Notes are included on our consolidated balance sheet as liabilities; however, for regulatory purposes, the carrying value of these obligations is eligible for inclusion in Tier 2 regulatory capital.

Issuance costs related to the Notes totaled $1.3 million, including an underwriting discount of 1.5%, or $0.8 million, and have been netted against the subordinated notes liability on the consolidated balance sheets. The underwriting discount and other debt issuance costs are being amortized using the effective interest method over the life of the Notes as a component of interest expense. The carrying value of the Notes totaled $48.9 million at June 30, 2018.

Junior Subordinated Debentures

The following provides a summary of our junior subordinated debentures as of June 30, 2018:

(Dollars in thousands)	Face Value		Carrying Value		Maturity Date	Interest Rate
National Bancshares Capital Trust II	$	15,464	$	12,917	September 2033	LIBOR + 3.00%
National Bancshares Capital Trust III		17,526		12,481	July 2036	LIBOR + 1.64%
ColoEast Capital Trust I		5,155		3,447	September 2035	LIBOR + 1.60%
ColoEast Capital Trust II		6,700		4,519	March 2037	LIBOR + 1.79%
Valley Bancorp Statutory Trust I		3,093		2,849	September 2032	LIBOR + 3.40%
Valley Bancorp Statutory Trust II		3,093		2,636	July 2034	LIBOR + 2.75%
	$	51,031	$	38,849

These debentures are unsecured obligations and were issued to trusts that are unconsolidated subsidiaries. The trusts in turn issued trust preferred securities with identical payment terms to unrelated investors. The debentures may be called by the Company 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 contractual rate equal to three month LIBOR plus a weighted average spread of 2.24%. As part of the purchase accounting adjustments made with the National Bancshares, Inc. acquisition on October 15, 2013, the ColoEast acquisition on August 1, 2016, and the Valley acquisition on December 9, 2017, we adjusted the carrying value of the junior subordinated debentures to fair value as of the respective acquisition dates. The discounts on the debentures will continue to 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 $38.8 million was allowed in the calculatio n of Tier I capital as of June 30, 2018.

Capital Resources and Liquidity Management

Capital Resources

Our stockholders’ equity totaled $607.2 million as of June 30, 2018, compared to $391.7 million as of December 31, 2017, an increase of $215.5 million. Stockholders’ equity increased during this period primarily due to $192.1 million of net proceeds from the April 12, 2018 common stock offering previously discussed, and net income for the period of $24.5 million. Offsetting these increases were dividends paid on our preferred stock.

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 that of our bank subsidiary. The management of liquidity at both levels is critical, because the holding company and our bank subsidiary have different funding needs and sources, and each are subject to regulatory guidelines and requirements which require minimum levels of liquidity. We believe that our liquidity ratios meet or exceed those guidelines and that 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 earning 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, securities sold under 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 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 bank maintains correspondent relationships with other banks in order to sell loans or purchase overnight funds should additional liquidity be needed. As of June 30, 2018, TBK Bank had unsecured federal funds lines of credit with seven unaffiliated banks totaling $137.5 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 or TBK Bank’s financial statements. For further information regarding our regulatory capital requirements, see Note 11 – Regulatory Matters in the accompanying condensed notes to the consolidated financial statements included elsewhere in this report.

Contractual Obligations

The following table summarizes our contractual obligations and other commitments to make future payments as of June 30, 2018. 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, and accrued interest payable.

	Payments Due by Period - June 30, 2018
(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	$	10,509	$	10,509	$	—	$	—	$	—
Federal Home Loan Bank advances		420,000		390,000		—		—		30,000
Subordinated notes		50,000		—		—		—		50,000
Junior subordinated debentures		51,031		—		—		—		51,031
Operating lease agreements		22,092		2,877		5,881		5,203		8,131
Time deposits with stated maturity dates		1,197,837		966,202		186,560		45,075		—
Total contractual obligations	$	1,751,469	$	1,369,588	$	192,441	$	50,278	$	139,162

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. For further information, see Note 9 – Off-Balance Sheet Loan Commitments in the accompanying condensed notes to the consolidated financial statements included elsewhere in this report.

Critical Accounting Policies and Estimates

Our accounting policies are fundamental to understanding our management’s discussion and analysis of our results of operations and financial condition. We have identified certain significant accounting policies which involve a higher degree of judgment and complexity in making certain estimates and assumptions that affect amounts reported in our consolidated financial statements. The significant accounting policy which we believe to be the most critical in preparing our consolidated financial statements is the determination of the allowance for loan and lease losses. Since December 31, 2017, there have been no changes in critical accounting policies as further described under “Critical Accounting Policies and Estimates” and in Note 1 to the Consolidated Financial Statements in our 2017 Form 10-K.

Recently Issued Accounting Pronouncements

See Note 1 – Summary of Significant Accounting Policies in the accompanying condensed notes to consolidated financial statements included elsewhere in this report for details of recently issued accounting pronouncements and their expected impact on our consolidated 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:

•

risks relating to our ability to consummate the pending acquisitions of First Bancorp of Durango, Inc. and Southern Colorado Corp., including the possibility that the expected benefits related to the pending acquisitions may not materialize as expected; of the pending acquisitions not being timely completed, if completed at all; that prior to the completion of the pending acquisitions, the targets’ businesses could experience disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, customers, other business partners or governmental entities, difficulty retaining key employees; and of the parties’ being unable to successfully implement integration strategies or to achieve expected synergies and operating efficiencies within our management’s expected timeframes or at all;

•

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

•

our ability to mitigate our risk exposures;

•

our ability to maintain our historical earnings trends;

•

risks related to the integration of acquired businesses (including our pending acquisitions of First Bancorp of Durango, Inc. and Southern Colorado Corp., and our prior acquisitions of the operating assets of Interstate Capital Corporation and certain of its affiliates, Valley Bancorp, Inc. and nine branches from Independent Bank in Colorado) and any future acquisitions;

•

our ability to successfully identify and address the risks associated with our recent, pending and possible future acquisitions, and the risks that our prior and planned future acquisitions make it more difficult for investors to evaluate our business, financial condition and results of operations, and impairs our ability to accurately forecast our future performance;

•

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;

•

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 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 regulatory changes, including changes in banking, securities and tax laws and regulations, such as the Dodd-Frank A ct 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; and

•

increases in our capital requirements

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 our subsidiary bank 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.

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 projected 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, and 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 summarizes simulated change in net interest income versus unchanged rates as of June 30, 2018 and December 31, 2017:


	June 30, 2018						December 31, 2017
	Following 12 Months			Months 13-24			Following 12 Months			Months 13-24
+400 basis points		5.6	%		2.4	%		4.8	%		0.7	%
+300 basis points		4.2	%		1.9	%		3.9	%		0.9	%
+200 basis points		2.9	%		1.4	%		2.7	%		0.6	%
+100 basis points		1.5	%		0.9	%		1.7	%		0.6	%
Flat rates		0.0	%		0.0	%		0.0	%		0.0	%
-100 basis points		(1.3	%)		(0.3	%)		(2.2	%)		(2.5	%)

The following table presents the change in our economic value of equity as of June 30, 2018 and December 31, 2017, assuming immediate parallel shifts in interest rates:

	Economic Value of Equity at Risk (%)
	June 30, 2018			December 31, 2017
+400 basis points		7.1	%		11.9	%
+300 basis points		6.3	%		10.5	%
+200 basis points		4.8	%		8.1	%
+100 basis points		2.8	%		4.9	%
Flat rates		0.0	%		0.0	%
-100 basis points		(3.7	%)		(9.6	%)

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. We also desire to acquire 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 our deposit base and operating platform to increase these deposit transaction accounts.

ITEM 4

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures. 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 on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2018, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PA RT 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.

Item 1A. Risk Factors

There have been no other 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, 2017.

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 (Exhibits marked with a “†” denote management contracts or compensatory plans or arrangements)

2.1		Agreement and Plan of Merger, dated as of April 9, 2018, by and between Triumph Bancorp, Inc. and First Bancorp of Durango, Inc., incorporated by reference to Exhibit 2.1 to Form 8-K filed with the SEC on April 9, 2018.*
2.2		Agreement and Plan of Merger, dated as of April 9, 2018, by and between Triumph Bancorp, Inc. and Southern Colorado Corp., incorporated by reference to Exhibit 2.2 to Form 8-K filed with the SEC on April 9, 2018.*
2.3		Asset Purchase Agreement, dated as of April 9, 2018, by and among Triumph Bancorp, Inc., Advance Business Capital LLC, Interstate Capital Corporation, and certain affiliates and shareholders of ICC, incorporated by reference to Exhibit 2.3 to Form 8-K filed with the SEC on April 9, 2018.*
2.4		Closing Letter Agreement, dated as of June 2, 2018, as an amendment to Asset Purchase Agreement, dated as of April 9, 2018, by and among Triumph Bancorp, Inc., Advance Business Capital LLC, Interstate Capital Corporation, and certain affiliates and shareholders of ICC, incorporated by reference to Exhibit 2.2 to Form 8-K filed with the SEC on June 4, 2018.*
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		Certificate of Amendment to Second Amended and Restated Certificate of Formation of Triumph Bancorp, Inc., incorporated by reference to Exhibit 3.1 to Form 8-K filed with the SEC on May 10, 2018.
3.3		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.
3.4		Amendment No. 1 to Second Amended and Restated Bylaws of Triumph Bancorp, Inc., incorporated by reference to Exhibit 3.2 to Form 8-K filed with the SEC on May 10, 2018 .
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

The schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the SEC upon request.

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:	July 20, 2018	/s/ Aaron P. Graft
		Aaron P. Graft
		President and Chief Executive Officer

Date:	July 20, 2018	/s/ R. Bryce Fowler
		R. Bryce Fowler
		Chief Financial Officer

TABLE OF CONTENTS

Part I Financial Information Note 1 Summary Of Significant Accounting Policies Note 2 Business Combinations and Divestitures Note 3 - Securities Note 4 - Loans and Allowance For Loan and Lease Losses Note 5 - Goodwill and Intangible Assets Note 6 Variable Interest Entities Note 7 - Deposits Note 8 - Legal Contingencies Note 9 - Off-balance Sheet Loan Commitments Note 10 - Fair Value Disclosures Note 11 - Regulatory Matters Note 12 Stockholders Equity Note 13 Stock Based Compensation Note 14 Earnings Per Share Note 15 Business Segment Information Part II Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Exhibits

TFIN 10-Q Quarter ended June 30, 2018

Exhibits