Southside Bancshares(SBSI) - 2021 Q2 - Quarterly Report

GLOSSARY OF ACRONYMS, ABBREVIATIONS AND TERMS This section defines key acronyms, abbreviations, and terms used throughout the financial report PART I. FINANCIAL INFORMATION This part presents the company's unaudited consolidated financial statements and management's discussion and analysis of financial condition and results of operations ITEM 1. FINANCIAL STATEMENTS This section presents the unaudited consolidated financial statements of Southside Bancshares, Inc. and its subsidiaries, including balance sheets, income statements, comprehensive income, changes in shareholders' equity, cash flows, and accompanying notes for the periods ended June 30, 2021, and December 31, 2020 CONSOLIDATED BALANCE SHEETS This section provides a snapshot of the company's financial position, detailing assets, liabilities, and shareholders' equity at specific dates Consolidated Balance Sheet Highlights (in thousands) | Metric | June 30, 2021 | December 31, 2020 | Change | Change (%) | | :-------------------------- | :-------------- | :---------------- | :----- | :--------- | | Total assets | $7,182,408 | $7,008,227 | $174,181 | 2.5% | | Total liabilities | $6,288,008 | $6,132,930 | $155,078 | 2.5% | | Total shareholders' equity | $894,400 | $875,297 | $19,103 | 2.2% | | Total deposits | $5,156,167 | $4,932,322 | $223,845 | 4.5% | | Net loans | $3,599,433 | $3,608,773 | $(9,340) | (0.3)% | CONSOLIDATED STATEMENTS OF INCOME This section reports the company's financial performance over specific periods, detailing revenues, expenses, and net income Consolidated Statements of Income Highlights (in thousands, except per share data) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income | $21,317 | $21,554 | $55,408 | $25,507 | | Earnings per common share – basic | $0.65 | $0.65 | $1.69 | $0.76 | | Earnings per common share – diluted | $0.65 | $0.65 | $1.69 | $0.76 | | Cash dividends paid per common share | $0.33 | $0.31 | $0.65 | $0.62 | CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME This section presents the company's comprehensive income, including net income and other comprehensive income (loss) components Consolidated Statements of Comprehensive Income Highlights (in thousands) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income | $21,317 | $21,554 | $55,408 | $25,507 | | Other comprehensive income (loss), net of tax | $25,301 | $9,472 | $(4,193) | $38,775 | | Comprehensive income | $46,618 | $31,026 | $51,215 | $64,282 | CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY This section details the changes in the company's shareholders' equity over specific periods, reflecting net income, dividends, and other comprehensive income Changes in Shareholders' Equity (in thousands) | Metric | December 31, 2020 | June 30, 2021 | | :------------------------------------ | :---------------- | :------------ | | Total Shareholders' Equity | $875,297 | $894,400 | | Net income (H1 2021) | N/A | $55,408 | | Other comprehensive income (H1 2021) | N/A | $(4,193) | | Cash dividends paid (H1 2021) | N/A | $(21,251) | | Purchase of common stock (H1 2021) | N/A | $(18,710) | CONSOLIDATED STATEMENTS OF CASH FLOWS This section reports the cash inflows and outflows from operating, investing, and financing activities over specific periods Consolidated Statements of Cash Flows Highlights (Six Months Ended June 30, in thousands) | Activity | 2021 | 2020 | | :------------------------------------ | :----- | :----- | | Net cash provided by operating activities | $80,219 | $17,469 | | Net cash used in investing activities | $(139,846) | $(534,478) | | Net cash provided by financing activities | $79,707 | $507,118 | | Net increase (decrease) in cash and cash equivalents | $20,080 | $(9,891) | | Cash and cash equivalents at end of period | $128,488 | $100,806 | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) This section provides detailed explanations and additional information supporting the consolidated financial statements 1. Summary of Significant Accounting and Reporting Policies This section outlines the key accounting principles and methods used in preparing the financial statements - The accompanying unaudited consolidated financial statements are prepared in accordance with U.S. GAAP for interim financial information and Form 10-Q instructions[26] - ASU 2020-04, 'Reference Rate Reform,' providing relief for LIBOR discontinuation, is not expected to have a material impact on the consolidated financial statements[29] 2. Earnings Per Share This section details the calculation of basic and diluted earnings per common share for the reported periods Earnings Per Common Share (EPS) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Basic earnings per share | $0.65 | $0.65 | $1.69 | $0.76 | | Diluted earnings per share | $0.65 | $0.65 | $1.69 | $0.76 | - Anti-dilutive shares for the three months ended June 30, 2021, were approximately 3,000, significantly lower than 860,000 for the same period in 2020[30] 3. Accumulated Other Comprehensive Income (Loss) This section presents the components and changes in accumulated other comprehensive income (loss) Accumulated Other Comprehensive Income (Loss) (in thousands) | Metric | June 30, 2021 | December 31, 2020 | | :------------------------------------ | :------------ | :---------------- | | Ending balance, net of tax | $64,887 | $69,080 | | Net current-period OCI (loss), net of tax (Q2) | $25,301 | $9,472 | | Net current-period OCI (loss), net of tax (H1) | $(4,193) | $38,775 | 4. Securities This section provides a detailed breakdown of the company's investment securities, including available-for-sale and held-to-maturity portfolios Securities Available for Sale (AFS) at June 30, 2021 (in thousands) | Category | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | | :----------------------------- | :------------- | :--------------------- | :---------------------- | :------------------- | | U.S. Treasury | $42,753 | $983 | $0 | $43,736 | | State and political subdivisions | $1,765,231 | $101,074 | $1,426 | $1,864,879 | | Corporate bonds and other | $112,387 | $2,191 | $331 | $114,247 | | Residential MBS | $606,765 | $26,387 | $252 | $632,900 | | Commercial MBS | $106,938 | $3,585 | $250 | $110,273 | | Total AFS | $2,634,074 | $134,220 | $2,259 | $2,766,035 | Securities Held to Maturity (HTM) at June 30, 2021 (in thousands) | Category | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | | :----------------------------- | :------------- | :--------------------- | :---------------------- | :------------------- | | State and political subdivisions | $908 | $5 | $0 | $913 | | Residential MBS | $42,171 | $3,002 | $0 | $45,173 | | Commercial MBS | $51,771 | $3,511 | $0 | $55,282 | | Total HTM | $94,850 | $6,518 | $0 | $101,368 | - Net realized gain from the AFS securities portfolio for the six months ended June 30, 2021, was $2.0 million, down from $8.2 million for the same period in 2020[43] 5. Loans and Allowance for Loan Losses This section details the composition of the loan portfolio and the methodology and activity related to the allowance for loan losses Loan Portfolio Composition (in thousands) | Loan Type | June 30, 2021 | December 31, 2020 | Change (%) | | :------------------------ | :-------------- | :---------------- | :--------- | | Construction | $528,157 | $581,941 | (9.2)% | | 1-4 family residential | $678,402 | $719,952 | (5.8)% | | Commercial real estate | $1,430,900 | $1,295,746 | 10.4% | | Commercial loans | $497,513 | $557,122 | (10.7)% | | Municipal loans | $417,398 | $409,028 | 2.0% | | Loans to individuals | $89,976 | $93,990 | (4.3)% | | Total Loans | $3,642,346 | $3,657,779 | (0.4)% | - Paycheck Protection Program (PPP) loans, a component of commercial loans, decreased by $82.7 million (38.5%) to $132.1 million at June 30, 2021, due to forgiveness payments[50][159] Allowance for Loan Losses Activity (Six Months Ended June 30, in thousands) | Metric | 2021 | 2020 | | :------------------------------------ | :----- | :----- | | Balance at beginning of period | $49,006 | $24,797 | | Net loans (charged-off) recovered | $(234) | $(654) | | Provision for (reversal of) loan losses | $(5,859) | $30,422 | | Balance at end of period | $42,913 | $59,868 | 6. Borrowing Arrangements This section describes the company's various borrowing arrangements, including FHLB borrowings and other short-term funding sources Borrowing Arrangements (in thousands) | Category | June 30, 2021 | December 31, 2020 | | :------------------ | :-------------- | :---------------- | | Other borrowings | $23,783 | $23,172 | | FHLB borrowings | $721,368 | $832,527 | - FHLB borrowings decreased by $111.2 million (13.4%) to $721.4 million at June 30, 2021[80] - The Bank could obtain approximately $1.23 billion in additional funding from FHLB at June 30, 2021, collateralized by securities, FHLB stock, and nonspecified loans[84] - Interest rate swap contracts designated as cash flow hedges totaled $605.0 million at June 30, 2021, with a weighted average rate of 1.14% and maturity of 3.7 years[85] 7. Long-term Debt This section outlines the company's long-term debt obligations, including subordinated notes and trust preferred debentures Long-term Debt (in thousands) | Category | June 30, 2021 | December 31, 2020 | | :------------------------------------ | :-------------- | :---------------- | | Subordinated notes | $197,312 | $197,251 | | Trust preferred subordinated debentures | $60,258 | $60,255 | | Total Long-term debt | $257,570 | $257,506 | - The Company anticipates redeeming $100.0 million of 5.50% subordinated notes on September 30, 2021, subject to regulatory approval[88] - New $100.0 million fixed-to-floating rate subordinated notes were issued on November 6, 2020, maturing November 15, 2030, with an initial fixed rate of 3.875%[89] 8. Employee Benefit Plans This section provides information on the company's employee benefit plans, including pension plan costs and assumptions Net Periodic Benefit Cost (Income) for Defined Benefit Pension Plan (in thousands) | Period | 2021 | 2020 | | :------------------------------- | :----- | :----- | | Three Months Ended June 30, | $(635) | $635 | | Six Months Ended June 30, | $(924) | $757 | - The decrease in retirement expense is due to the freeze of the Retirement Plan and Restoration Plan to further benefit accruals as of December 31, 2020[208] - The expected long-term rate of return on plan assets for the Retirement Plan and Acquired Retirement Plan was updated from 6.50% to 6.125% during the three months ended June 30, 2021[91] 9. Derivative Financial Instruments and Hedging Activities This section details the company's use of derivative financial instruments and their designation in hedging activities Derivative Positions Outstanding (in thousands) | Category | Notional Amount (June 30, 2021) | Estimated Fair Value Liability (June 30, 2021) | Notional Amount (December 31, 2020) | Estimated Fair Value Liability (December 31, 2020) | | :------------------------------------------ | :------------------------------ | :----------------------------------- | :-------------------------------- | :----------------------------------- | | Swaps-Cash Flow Hedge (Financial institutions) | $605,000 | $11,640 | $670,000 | $21,635 | | Swaps-Non-hedging (Financial institutions) | $216,593 | $16,580 | $152,280 | $18,537 | | Swaps-Non-hedging (Customer counterparties) | $216,593 | $354 | $152,280 | $0 | | Net derivatives included in balance sheets | N/A | $1,198 | N/A | $902 | 10. Fair Value Measurement This section describes the fair value measurements of assets and liabilities, categorized by valuation input levels Assets Measured at Fair Value on a Recurring Basis (in thousands) at June 30, 2021 | Category | Carrying Amount | Level 1 | Level 2 | Level 3 | | :----------------------------- | :-------------- | :------ | :------ | :------ | | Investment securities (AFS) | $2,766,035 | $43,736 | $2,722,299 | $0 | | Equity investments | $6,004 | $6,004 | $0 | $0 | | Derivative assets | $18,026 | $0 | $18,026 | $0 | | Total Recurring Assets | $2,790,065 | $49,740 | $2,740,325 | $0 | Assets Measured at Fair Value on a Nonrecurring Basis (in thousands) at June 30, 2021 | Category | Carrying Amount | Level 1 | Level 2 | Level 3 | | :----------------------------- | :-------------- | :------ | :------ | :------ | | Foreclosed assets | $566 | $0 | $0 | $566 | | Collateral-dependent loans | $9,004 | $0 | $0 | $9,004 | | Total Nonrecurring Assets | $9,570 | $0 | $0 | $9,570 | - Fair value estimates for loans receivable are determined using an exit price notion with adjustments for liquidity, credit, and prepayment factors. Nonperforming loans are estimated using discounted cash flow analyses or underlying collateral value[122] 11. Income Taxes This section presents the company's income tax expense, effective tax rates, and deferred tax assets and liabilities Income Tax Expense and Effective Tax Rate (ETR) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Income tax expense | $2,887 | $2,809 | $7,637 | $3,288 | | ETR | 11.9% | 11.5% | 12.1% | 11.4% | - The higher ETR for the six months ended June 30, 2021, was primarily due to a decrease in tax-exempt income as a percentage of pre-tax income compared to the same period in 2020[129] - The net deferred tax liability increased to $16.5 million at June 30, 2021, from $15.5 million at December 31, 2020, mainly due to increased unrealized gains in the AFS securities portfolio[128][216] 12. Off-Balance-Sheet Arrangements, Commitments and Contingencies This section discloses the company's off-balance-sheet arrangements, credit commitments, and potential contingencies Off-Balance-Sheet Financial Instruments (in thousands) | Category | June 30, 2021 | December 31, 2020 | | :-------------------------- | :-------------- | :---------------- | | Commitments to extend credit | $922,234 | $793,138 | | Standby letters of credit | $10,785 | $13,658 | | Total | $933,019 | $806,796 | - Allowance for off-balance-sheet credit exposures decreased to $3,773 thousand at June 30, 2021, from $6,386 thousand at December 31, 2020[131] - Unsettled trades to purchase securities were $41.9 million at June 30, 2021, compared to none at December 31, 2020[134] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section provides management's perspective on the company's financial performance and condition, including the ongoing impact of the COVID-19 pandemic, operating results, balance sheet strategy, detailed analysis of interest and noninterest income/expense, loan portfolio composition, credit quality, liquidity, capital resources, and off-balance-sheet arrangements Forward-Looking Statements This section identifies statements that are not historical facts as forward-looking and highlights significant risks and uncertainties that could affect future results - Statements in this report that are not historical facts are considered "forward-looking statements" and are subject to significant known and unknown risks and uncertainties, including the ongoing impact of the COVID-19 pandemic[138] - Key risk factors include political and economic conditions, regulatory changes, technological disruptions, cybersecurity incidents, interest rate fluctuations, nonperforming assets, liquidity, and the effectiveness of risk management[139] Critical Accounting Estimates This section discusses accounting estimates that involve significant judgment and uncertainty, such as allowance for credit losses and fair value measurements - Critical accounting estimates, which involve a high degree of uncertainty, include the allowance for credit losses on loans, estimation of fair value, and pension plan accounting[142] - Management's estimates are based on historical experience, current information, and other relevant factors, with actual results potentially differing[143] - As of June 30, 2021, there have been no significant changes to the company's critical accounting estimates[143] Non-GAAP Financial Measures This section explains the use of non-GAAP financial measures by management to evaluate performance and provides reconciliations to GAAP measures - Management uses non-GAAP measures such as Net interest income (FTE), net interest margin (FTE), and net interest spread (FTE) to supplement the evaluation of performance, adjusting for the tax-favored status of certain interest income[144][145] Non-GAAP Financial Measures (in thousands, except percentages) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :---------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net interest income (FTE) | $48,781 | $50,289 | $98,031 | $97,289 | | Net interest margin (FTE) | 3.06% | 3.02% | 3.13% | 3.02% | | Net interest spread (FTE) | 2.89% | 2.82% | 2.96% | 2.79% | OVERVIEW This section provides a high-level summary of the company's performance and financial condition, highlighting the ongoing impact of the COVID-19 pandemic, key operating results, changes in financial position, and the strategic approach to balance sheet management COVID-19 Impact This section details the effects of the COVID-19 pandemic on the company's operations, loan portfolio, and financial relief efforts - COVID-19 significantly impacted economies, leading to initial branch closures and remote work for approximately 45% of the workforce, though most have returned to office/branch locations[152] - The company originated $112.3 million in additional PPP loans during the first half of 2021, with $132.1 million outstanding at June 30, 2021[154] - Loans with payment deferrals decreased significantly to $182,000 at June 30, 2021, from $326.0 million reported in July 2020, as loans resumed performance[155] Operating Results This section summarizes the company's financial performance, including net income and earnings per share, for the reported periods - Net income for the three months ended June 30, 2021, decreased by $237 thousand (1.1%) to $21.3 million, primarily due to decreased interest and noninterest income, partially offset by lower interest expense and provision for credit losses[156] - Net income for the six months ended June 30, 2021, increased by $29.9 million (117.2%) to $55.4 million, driven by a reversal of provision for credit losses compared to a large build-up in the prior year period[157] - Earnings per diluted common share increased by $0.93 (122.4%) to $1.69 for the six months ended June 30, 2021[157] Financial Condition This section reviews the company's balance sheet changes, including total assets, loans, deposits, and shareholders' equity - Total assets increased by $174.2 million (2.5%) to $7.18 billion at June 30, 2021, from $7.01 billion at December 31, 2020[158] - The securities portfolio increased by $164.6 million (6.1%) to $2.86 billion, while loans decreased by $15.4 million (0.4%) to $3.64 billion[158][159] - Nonperforming assets decreased by $2.2 million (12.6%) to $15.3 million, representing 0.21% of total assets at June 30, 2021[160] - Deposits increased by $223.8 million (4.5%) to $5.16 billion, primarily driven by noninterest bearing deposits and stimulus checks[161] - Total shareholders' equity increased by $19.1 million (2.2%) to $894.4 million at June 30, 2021[163] Balance Sheet Strategy This section describes the company's approach to managing its balance sheet, including investment in securities and wholesale funding strategies - The company utilizes wholesale funding and securities to enhance profitability and balance sheet composition, primarily investing in U.S. agency MBS and long-term municipal securities[166] - Securities as a percentage of assets increased to 39.8% at June 30, 2021, from 38.5% at December 31, 2020[172] - Wholesale funding as a percentage of deposits (excluding brokered deposits) decreased to 15.3% at June 30, 2021, from 20.2% at December 31, 2020[175] - Brokered CDs decreased by $80.5 million (78.2%) from $102.8 million at December 31, 2020, to $22.4 million at June 30, 2021[177] Results of Operations This section details the components of the company's earnings, focusing on net interest income, noninterest income, noninterest expense, and income taxes, and analyzes their changes over the reported periods Net Interest Income This section analyzes the company's net interest income, interest rates, and volume changes affecting earning assets and interest-bearing liabilities Net Interest Income (in thousands) | Metric | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :---------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total interest income | $52,586 | $58,495 | $106,151 | $119,247 | | Total interest expense | $6,939 | $11,224 | $14,201 | $27,275 | | Net interest income | $45,647 | $47,271 | $91,950 | $91,972 | - Net interest income for the three months ended June 30, 2021, decreased by $1.6 million (3.4%) compared to the same period in 2020, due to decreased interest income partially offset by decreased interest expense[182] - Net interest margin (FTE) increased to 3.06% for the three months ended June 30, 2021 (from 3.02% in 2020), and to 3.13% for the six months ended June 30, 2021 (from 3.02% in 2020)[182][183] - The average yield on total earning assets decreased to 3.49% for Q2 2021 and 3.58% for H1 2021, primarily due to decreases in the short-term interest rate yield curve and tightening credit spreads[186][192] Noninterest Income This section details the various sources of noninterest income, including deposit services, securities gains, and trust fees Noninterest Income (in thousands) | Category | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :-------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total noninterest income | $10,933 | $12,193 | $24,556 | $27,691 | | Deposit services | $6,609 | $5,532 | $12,734 | $11,811 | | Net gain on sale of securities AFS | $15 | $2,662 | $2,018 | $8,203 | | Trust fees | $1,496 | $1,221 | $2,879 | $2,526 | | Brokerage services | $850 | $499 | $1,630 | $1,079 | - Total noninterest income decreased by $1.3 million (10.3%) for Q2 2021 and $3.1 million (11.3%) for H1 2021, primarily due to lower net gain on sale of AFS securities[197] - Deposit services income increased by 19.5% for Q2 2021 and 7.8% for H1 2021, driven by increases in debit card income and service charges on commercial deposit accounts[198] - Trust fees increased by 22.5% for Q2 2021 and 14.0% for H1 2021, due to an increase in assets under management to approximately $1.63 billion at June 30, 2021[201][202] Noninterest Expense This section breaks down the company's noninterest expenses, such as salaries, employee benefits, and occupancy costs Noninterest Expense (in thousands) | Category | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :-------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total noninterest expense | $30,699 | $29,856 | $61,933 | $60,376 | | Salaries and employee benefits | $20,004 | $18,629 | $40,048 | $38,272 | | FDIC insurance | $435 | $174 | $889 | $199 | | Amortization of intangibles | $730 | $931 | $1,496 | $1,911 | - Total noninterest expense increased by $0.8 million (2.8%) for Q2 2021 and $1.6 million (2.6%) for H1 2021, primarily due to increases in salaries and employee benefits and FDIC insurance[204] - Salaries and employee benefits increased by 7.4% for Q2 2021 and 4.6% for H1 2021, driven by higher health insurance and direct salary expenses, partially offset by lower retirement expense due to plan freezes[205][208] - FDIC insurance increased significantly for both periods due to a small bank assessment credit utilized in the first half of 2020[212] Income Taxes This section discusses the company's income tax expense, effective tax rate, and factors influencing tax provisions - Pre-tax income for Q2 2021 was $24.2 million (down 0.7%), and for H1 2021 was $63.0 million (up 118.9%)[215] - The effective tax rate (ETR) for Q2 2021 was 11.9% (vs. 11.5% in Q2 2020), and for H1 2021 was 12.1% (vs. 11.4% in H1 2020)[215] - The higher ETR for H1 2021 was primarily due to a decrease in tax-exempt income as a percentage of pre-tax income compared to the same period in 2020[215] Composition of Loans This section analyzes the composition and changes within the loan portfolio, highlighting geographic concentration, specific loan categories, and the impact of economic conditions, particularly on sectors vulnerable to the COVID-19 pandemic Loan Portfolios Most at Risk due to Economic Stress Resulting from Impact of COVID-19 This section identifies and assesses loan portfolios with heightened risk due to economic stress caused by the COVID-19 pandemic - Exposure to the oil and gas industry totaled $94.3 million (2.59% of gross loans) at June 30, 2021, a decrease of $10.3 million from December 31, 2020[223] Loans Outstanding in Vulnerable Sectors (in thousands) at June 30, 2021 | Sector | Loans | Percent of Total Loans | Percent Classified | | :----------------------------- | :------ | :--------------------- | :----------------- | | Retail commercial real estate | $307,581 | 8.44% | 0.02% | | Retail goods and services | $76,840 | 2.11% | 8.82% | | Hotels | $68,456 | 1.88% | — | | Food services | $49,772 | 1.37% | — | | Arts, entertainment and recreation | $7,498 | 0.21% | 4.20% | | Total | $510,147 | 14.01% | 1.40% | - The company continues to monitor these vulnerable sectors closely as commercial activity has improved but not returned to pre-pandemic levels, with risks from the Delta variant remaining[224] Allowance for Credit Losses - Loans This section details the changes in the allowance for credit losses on loans and the factors influencing its determination - The allowance for loan losses decreased by $6.1 million (12.4%) to $42.9 million (1.18% of total loans) at June 30, 2021, from $49.0 million (1.34% of total loans) at December 31, 2020[234] - This decrease reflects an improved economic forecast and its effect on macroeconomic factors used in the CECL model[234] - For the six months ended June 30, 2021, the company recorded a reversal of provision for credit losses of $5.9 million, compared to a provision of $30.4 million for the same period in 2020[236] PCD Loans This section describes the accounting treatment and evaluation of purchased financial assets with credit deterioration (PCD) loans - PCD (Purchased Financial Assets with Credit Deterioration) loans are recorded at the purchase price plus an allowance for credit losses, with any non-credit related discount or premium amortized into interest income over the loan's life[237] - All PCD loans are evaluated based upon product type within the underlying segment[237] Nonperforming Assets This section provides an analysis of nonperforming assets, including nonaccrual loans, TDRs, and OREO, and their trends Nonperforming Assets (in thousands) | Metric | June 30, 2021 | December 31, 2020 | Change (%) | | :-------------------------- | :-------------- | :---------------- | :--------- | | Total nonperforming assets | $15,269 | $17,480 | (12.6)% | | Total nonaccrual loans | $5,154 | $7,714 | (33.2)% | | TDR loans | $9,549 | $9,646 | (1.0)% | | OREO | $566 | $106 | 434.0% | | Nonaccruing loans to total loans | 0.14% | 0.21% | N/A | | Nonperforming assets to total assets | 0.21% | 0.25% | N/A | | Allowance for loan losses to nonperforming assets | 281.05% | 280.35% | N/A | Liquidity and Interest Rate Sensitivity This section assesses the company's liquidity position, sources of funding, and sensitivity to changes in interest rates - Liquid investments (cash, interest earning deposits, and short-term investments) were 6.5% of total assets at June 30, 2021, down from 7.4% at December 31, 2020[241] - At June 30, 2021, the Bank could obtain approximately $487.7 million in additional funding from the FRDW and $1.23 billion from FHLB[241] Anticipated Impact on Net Interest Income from Rate Projections (Next 12 Months) | Rate Projections | June 30, 2021 | | :----------------- | :------------ | | Increase: 100 bps | 2.13% | | Increase: 200 bps | 4.58% | | Decrease: 50 bps | (1.64)% | - The ALCO monitors various liquidity ratios and interest rate spreads and margins, utilizing a simulation model to perform interest rate simulation tests and determine the impact on net interest income under various scenarios[243][271] Capital Resources This section discusses the company's capital adequacy, regulatory capital ratios, and changes in shareholders' equity - Total shareholders' equity increased by $19.1 million (2.2%) to $894.4 million, representing 12.5% of total assets, at June 30, 2021[245] - The company elected a five-year transitional period for CECL, adding back a $10.4 million CECL transitional amount to Common Equity Tier 1 (CET1) as of June 30, 2021[249] Capital Ratios at June 30, 2021 | Ratio | Consolidated | Bank Only | | :---------------------------------- | :----------- | :-------- | | Common Equity Tier 1 (to RWA) | 14.38% | 18.34% | | Tier 1 Capital (to RWA) | 15.71% | 18.34% | | Total Capital (to RWA) | 20.95% | 19.11% | | Tier 1 Capital (to Average Assets) | 10.21% | 11.93% | - All capital adequacy requirements under the Basel III Capital Rules were met as of June 30, 2021[253] Key Equity Ratios (Six Months Ended June 30) | Metric | 2021 | 2020 | | :------------------------------------ | :----- | :----- | | Return on average assets | 1.59% | 0.72% | | Return on average shareholders' equity | 12.75% | 6.31% | Off-Balance-Sheet Arrangements, Commitments and Contingencies This section discloses the company's off-balance-sheet arrangements, credit commitments, and potential contingencies Off-Balance-Sheet Financial Instruments (in thousands) | Category | June 30, 2021 | December 31, 2020 | | :-------------------------- | :-------------- | :---------------- | | Commitments to extend credit | $922,234 | $793,138 | | Standby letters of credit | $10,785 | $13,658 | | Total | $933,019 | $806,796 | - Allowance for off-balance-sheet credit exposures decreased to $3,773 thousand at June 30, 2021, from $6,365 thousand at December 31, 2020[256] - Unsettled trades to purchase securities were $41.9 million at June 30, 2021, compared to none at December 31, 2020[259] Expansion This section reports on recent strategic expansion activities, such as the opening of new offices - On April 12, 2021, the company opened a loan production office in Harris County, Houston's Uptown District[261] Recent Accounting Pronouncements This section refers to disclosures regarding recently issued accounting standards and their potential impact - Refer to Note 1 – Summary of Significant Accounting and Reporting Policies for details on recent accounting pronouncements[262] Subsequent Events This section reports on significant events that occurred after the balance sheet date but before the financial statements were issued - Subsequent to June 30, 2021, and through July 27, 2021, the company purchased 22,406 shares of common stock at an average price of $34.95 pursuant to the Stock Repurchase Plan[263] - The company anticipates the redemption of its 5.50% coupon $100.0 million subordinated notes on September 30, 2021, subject to regulatory approval[263] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK This section discusses the company's exposure to market risks, primarily interest rate risk, and the methods used for monitoring and managing these risks, including net income simulation analysis and Market Value of Portfolio Equity (MVPE) modeling - The company uses net income simulation analysis as the primary quantitative tool to measure interest rate risk, modeling the impact of various interest rate scenarios on projected net interest income over the next 12 months[267] Anticipated Impact on Net Interest Income from Rate Projections (Next 12 Months) | Rate Projections | June 30, 2021 | | :----------------- | :------------ | | Increase: 100 bps | 2.13% | | Increase: 200 bps | 4.58% | | Decrease: 50 bps | (1.64)% | - The ALCO monitors various liquidity ratios and interest rate spreads and margins, utilizing a simulation model to perform interest rate simulation tests and determine the impact on net interest income under various scenarios[243][271] ITEM 4. CONTROLS AND PROCEDURES This section confirms the effectiveness of the company's disclosure controls and procedures and reports no material changes in internal control over financial reporting during the quarter ended June 30, 2021 - Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of June 30, 2021[272] - No changes were made to internal control over financial reporting during the quarter ended June 30, 2021, that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[273] PART II. OTHER INFORMATION This part includes disclosures on legal proceedings, risk factors, equity security sales, defaults, mine safety, and other relevant information ITEM 1. LEGAL PROCEEDINGS This section states that the company is involved in various litigation in the normal course of business, but management believes any resulting liability will not materially affect its financial position, results of operations, or liquidity - The company is a party to various litigation in the normal course of business[274] - Management believes that any liability resulting from litigation will not have a material effect on the company's financial position, results of operations, or liquidity[274] ITEM 1A. RISK FACTORS This section indicates that there have been no material changes to the risk factors previously disclosed in the company's 2020 Form 10-K - There have been no material changes in the risk factors previously disclosed in the 2020 Form 10-K[275] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS This section details the company's common stock repurchase activities under its Stock Repurchase Plan, including shares purchased during the period and remaining authorization - The board of directors authorized the repurchase of up to 2.0 million shares of common stock under the Stock Repurchase Plan[277] Issuer Purchases of Equity Securities (Three Months Ended June 30, 2021) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plan | Maximum Number of Shares That May Yet Be Purchased Under the Stock Repurchase Plan at the End of the Period | | :----------------------------- | :------------------------------- | :--------------------------- | :---------------------------------------------------------------- | :---------------------------------------------------------------------------------------------------------- | | April 1, 2021 - April 30, 2021 | 90,884 | $38.49 | 90,884 | 420,204 | | May 1, 2021 - May 31, 2021 | — | — | — | 420,204 | | June 1, 2021 - June 30, 2021 | — | — | — | 420,204 | | Total | 90,884 | $38.49 | 90,884 | N/A | - Subsequent to June 30, 2021, and through July 27, 2021, an additional 22,406 shares of common stock were purchased at an average price of $34.95[278] ITEM 3. DEFAULTS UPON SENIOR SECURITIES This section reports that there were no defaults upon senior securities during the period - No defaults upon senior securities were reported[279] ITEM 4. MINE SAFETY DISCLOSURES This section states that there are no mine safety disclosures to report - No mine safety disclosures were reported[280] ITEM 5. OTHER INFORMATION This section indicates that there is no other information to report - No other information was reported[281] ITEM 6. EXHIBITS This section provides an index of exhibits filed with the Form 10-Q, including articles of incorporation, material contracts, certifications, and interactive data files - The exhibit index includes certifications of the Chief Executive Officer and Chief Financial Officer (Exhibits 31.1, 31.2, 32) and Interactive Data Files (XBRL)[284] SIGNATURES This section contains the required signatures for the Form 10-Q, confirming its submission on behalf of Southside Bancshares, Inc - The report was signed by Lee R. Gibson, President and Chief Executive Officer, and Julie N. Shamburger, Chief Financial Officer, on July 30, 2021[288]