SEC Filing | Stellar Bancorp, Inc.

View:

Download DOC

Download PDF

Download XLS

Download XBRL

stel-20230630

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________

FORM 10-Q

_______________________________________________


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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023


£			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: 001-38280

_______________________________________________

Stellar Bancorp, Inc.

(Exact name of registrant as specified in its charter)

_______________________________________________


Texas			20-8339782
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

9 Greenway Plaza, Suite 110

Houston, Texas 77046

(Address of principal executive offices, including zip code)

(713) 210-7600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value, $0.01 per share

STEL

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

__________________________________________________________________________________________________________________________

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 for 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 S No £

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes S No £

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

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 S

As of July 26, 2023, the registrant had 53,308,244 shares common stock, $0.01 par value per share, outstanding.

Table of Contents

STELLAR BANCORP, INC.

INDEX TO FORM 10-Q

June 30, 2023


PART I—FINANCIAL INFORMATION

Item 1.	Interim Consolidated Financial Statements	3
	Consolidated Balance Sheets (unaudited)	3
	Consolidated Statements of Income (unaudited)	4
	Consolidated Statements of Comprehensive Income (unaudited)	5
	Consolidated Statements of Changes in Shareholders' Equity (unaudited)	6
	Consolidated Statements of Cash Flows (unaudited)	7
	Condensed Notes to Interim Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	57
Item 4.	Controls and Procedures	58

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	58
Item 1A.	Risk Factors	58
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	59
Item 3.	Defaults upon Senior Securities	59
Item 4.	Mine Safety Disclosures	59
Item 5.	Other Information	59
Item 6.	Exhibits	60
Signatures		61

Table of Contents

PART I—FINANCIAL INFORMATION

ITEM 1. INTERIM CONSOLIDATED FINANCIAL STATEMENTS

STELLAR BANCORP, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)


	June 30, 2023		December 31, 2022
	(In thousands, except shares and par value)
ASSETS
Cash and due from banks	$	105,913	$	67,063
Interest-bearing deposits at other financial institutions	198,176		304,642
Total cash and cash equivalents	304,089		371,705
Available for sale securities, at fair value	1,478,222		1,807,586
Loans held for investment	8,068,718		7,754,751
Less: allowance for credit losses on loans	(100,195)		(93,180)
Loans, net	7,968,523		7,661,571
Accrued interest receivable	42,051		44,743
Premises and equipment, net	119,142		126,803
Federal Home Loan Bank stock	24,478		15,058
Bank-owned life insurance	104,148		103,094
Goodwill	497,260		497,260
Core deposit intangibles, net	129,805		143,525
Other assets	110,633		129,092
TOTAL ASSETS	$	10,778,351	$	10,900,437
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES:
Deposits:
Noninterest-bearing	$	3,713,536	$	4,230,169
Interest-bearing
Demand	1,437,509		1,591,828
Money market and savings	2,174,073		2,575,923
Certificates and other time	1,441,251		869,712
Total interest-bearing deposits	5,052,833		5,037,463
Total deposits	8,766,369		9,267,632
Accrued interest payable	4,555		2,098
Borrowed funds	369,963		63,925
Subordinated debt	109,566		109,367
Other liabilities	69,218		74,239
Total liabilities	9,319,671		9,517,261
COMMITMENTS AND CONTINGENCIES (See Note 14)
SHAREHOLDERS’ EQUITY:
Preferred stock, $0.01 par value; 10,000,000 shares authorized; no shares issued or outstanding at June 30, 2023 and December 31, 2022	—		—
Common stock, $0.01 par value; 140,000,000 shares authorized; 53,302,734 shares issued and outstanding at June 30, 2023 and 52,954,985 shares issued and outstanding at December 31, 2022	533		530
Capital surplus	1,228,532		1,222,761
Retained earnings	361,619		303,146
Accumulated other comprehensive loss	(132,004)		(143,261)
Total shareholders’ equity	1,458,680		1,383,176
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	10,778,351	$	10,900,437

See condensed notes to interim consolidated financial statements.

Table of Contents

STELLAR BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(Dollars in thousands, except per share data)
INTEREST INCOME:
Loans, including fees	$	133,931	$	53,835	$	259,660	$	106,205
Securities:
Taxable	9,726		5,571		19,379		10,639
Tax-exempt	436		2,557		1,698		5,082
Deposits in other financial institutions	2,865		877		6,636		1,217
Total interest income	146,958		62,840		287,373		123,143
INTEREST EXPENSE:
Demand, money market and savings deposits	20,708		1,859		38,745		3,206
Certificates and other time deposits	9,622		1,922		12,929		4,078
Borrowed funds	6,535		114		7,852		300
Subordinated debt	1,812		1,463		3,739		2,905
Total interest expense	38,677		5,358		63,265		10,489
NET INTEREST INCOME	108,281		57,482		224,108		112,654
Provision for credit losses	1,915		2,143		5,581		3,957
Net interest income after provision for credit losses	106,366		55,339		218,527		108,697
NONINTEREST INCOME:
Nonsufficient funds fees	418		126		824		242
Service charges on deposit accounts	1,157		560		2,100		1,087
(Loss) gain on sale of assets	(6)		(17)		192		(17)
Bank-owned life insurance income	532		342		1,054		475
Debit card and ATM card income	1,821		880		3,519		1,699
Other	1,561		813		5,292		3,236
Total noninterest income	5,483		2,704		12,981		6,722
NONINTEREST EXPENSE:
Salaries and employee benefits	37,300		21,864		77,075		44,592
Net occupancy and equipment	3,817		2,220		7,905		4,425
Depreciation	1,841		1,012		3,677		2,045
Data processing and software amortization	4,674		2,522		9,728		5,020
Professional fees	1,564		662		3,091		800
Regulatory assessments and FDIC insurance	2,755		1,256		4,049		2,517
Amortization of intangibles	6,881		751		13,760		1,502
Communications	689		363		1,390		704
Advertising	907		483		1,746		945
Acquisition and merger-related expenses	2,897		1,667		9,062		2,118
Other	5,882		5,104		10,322		7,753
Total noninterest expense	69,207		37,904		141,805		72,421
INCOME BEFORE INCOME TAXES	42,642		20,139		89,703		42,998
Provision for income taxes	7,467		3,702		17,380		7,904
NET INCOME	$	35,175	$	16,437	$	72,323	$	35,094
EARNINGS PER SHARE:
Basic	$	0.66	$	0.57	$	1.36	$	1.22
Diluted	$	0.66	$	0.56	$	1.36	$	1.21
DIVIDENDS PER SHARE	$	0.13	$	0.10	$	0.26	$	0.20

See condensed notes to interim consolidated financial statements.

Table of Contents

STELLAR BANCORP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(In thousands)
Net income	$	35,175	$	16,437	$	72,323	$	35,094
Other comprehensive (loss) income:
Unrealized gain (loss) on securities:
Change in unrealized holding (loss) gain on available for sale securities during the period	(23,717)		(65,648)		14,249		(169,269)
Reclassification of loss (gain) realized on securities	—		17		(234)		17



Total other comprehensive (loss) income	(23,717)		(65,631)		14,015		(169,252)
Deferred tax benefit (expense) related to other comprehensive loss	4,994		13,782		(2,758)		35,543
Other comprehensive (loss) income, net of tax	(18,723)		(51,849)		11,257		(133,709)
Comprehensive income (loss)	$	16,452	$	(35,412)	$	83,580	$	(98,615)

See condensed notes to interim consolidated financial statements.

Table of Contents

STELLAR BANCORP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)


	Common Stock			Capital Surplus		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Shareholders’ Equity
	Shares	Amount
	(Dollars in thousands, except per share data)
BALANCE AT MARCH 31, 2022	28,903,910	$	290	$	532,372	$	282,896	$	(63,618)	$	751,940
Net income	—	—		—		16,437		—		16,437
Other comprehensive loss	—	—		—		—		(51,849)		(51,849)
Cash dividends declared, $0.10 per share	—	—		—		(2,856)		—		(2,856)
Common stock issued in connection with the exercise of stock options and restricted stock awards	32,789	—		416		—		—		416
Repurchase of common stock	(350,273)	(4)		(9,686)		—		—		(9,690)
Stock-based compensation expense	—	—		931		—		—		931
BALANCE AT JUNE 30, 2022	28,586,426	$	286	$	524,033	$	296,477	$	(115,467)	$	705,329

BALANCE AT MARCH 31, 2023	53,296,038	$	533	$	1,225,596	$	333,368	$	(113,281)	$	1,446,216
Net income	—	—		—		35,175		—		35,175
Other comprehensive loss	—	—		—		—		(18,723)		(18,723)
Cash dividends declared, $0.13 per share	—	—		—		(6,924)		—		(6,924)
Common stock issued in connection with the exercise of stock options and restricted stock awards	6,696	—		94		—		—		94

Stock-based compensation expense	—	—		2,842		—		—		2,842
BALANCE AT JUNE 30, 2023	53,302,734	$	533	$	1,228,532	$	361,619	$	(132,004)	$	1,458,680

BALANCE AT DECEMBER 31, 2021	28,845,903	$	289	$	530,845	$	267,092	$	18,242	$	816,468
Net income	—	—		—		35,094		—		35,094
Other comprehensive loss	—	—		—		—		(133,709)		(133,709)
Cash dividends declared $0.20 per share	—	—		—		(5,709)		—		(5,709)
Common stock issued in connection with the exercise of stock options and restricted stock awards	90,796	1		984		—		—		985
Repurchase of common stock	(350,273)	(4)		(9,686)		—		—		(9,690)
Stock-based compensation expense	—	—		1,890		—		—		1,890
BALANCE AT JUNE 30, 2022	28,586,426	$	286	$	524,033	$	296,477	$	(115,467)	$	705,329

BALANCE AT DECEMBER 31, 2022	52,954,985	$	530	$	1,222,761	$	303,146	$	(143,261)	$	1,383,176
Net income	—	—		—		72,323		—		72,323
Other comprehensive income	—	—		—		—		11,257		11,257
Cash dividends declared $0.26 per share	—	—		—		(13,850)		—		(13,850)
Common stock issued in connection with the exercise of stock options and restricted stock awards	347,749	3		348		—		—		351

Stock-based compensation expense	—	—		5,423		—		—		5,423
BALANCE AT JUNE 30, 2023	53,302,734	$	533	$	1,228,532	$	361,619	$	(132,004)	$	1,458,680

See condensed notes to interim consolidated financial statements.

Table of Contents

STELLAR BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six Months Ended June 30,
	2023		2022
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	72,323	$	35,094
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and core deposit intangibles amortization	17,437		3,547
Provision for credit losses	5,581		3,957
Deferred income tax benefit	11,961		(97)
Net amortization of premium on investments	1,564		5,558
Excess tax benefit from stock-based compensation	(47)		(154)
Bank-owned life insurance income	(1,054)		(475)
Net accretion of discount on loans	(22,665)		(139)
Net amortization of discount on subordinated debt	59		58
Net accretion of discount on certificates of deposit	(19)		(31)


Net (gain) loss on sale of assets	(192)		17
Federal Home Loan Bank stock dividends	(400)		(35)
Stock-based compensation expense	5,423		1,890
Net change in operating leases	2,088		1,515
Decrease (increase) in accrued interest receivable and other assets	6,453		(4,153)
Decrease in accrued interest payable and other liabilities	(524)		(5,694)
Net cash provided by operating activities	97,988		40,858
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities and principal paydowns of available for sale securities	55,312		2,283,396
Proceeds from sales and calls of available for sale securities	320,691		5,056
Purchase of available for sale securities	(33,287)		(2,398,416)
Net change in total loans	(291,730)		(129,096)
Purchase of bank premises and equipment	(2,479)		(395)
Proceeds from sale of bank premises, equipment and other real estate	3,652		—
Net (purchase) redemption of Federal Home Loan Bank stock	(9,020)		5,315
Net cash provided by (used in) investing activities	43,139		(234,140)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (decrease) increase in noninterest-bearing deposits	(516,633)		151,634
Net increase (decrease) in interest-bearing deposits	15,389		(318,610)
Net change in short-term other borrowed funds	306,000		(90,000)

Dividends paid to common shareholders	(13,850)		(5,709)
Proceeds from the issuance of common stock and stock option exercises	351		985
Repurchase of common stock	—		(9,690)
Net cash used in financing activities	(208,743)		(271,390)
NET CHANGE IN CASH AND CASH EQUIVALENTS	(67,616)		(464,672)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	371,705		757,509
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	304,089	$	292,837
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid	$	—	$	6,900
Interest paid	60,808		10,742
Cash paid for operating lease liabilities	2,230		1,723
SUPPLEMENTAL NONCASH DISCLOSURE:
Lease right-of-use asset obtained in exchange for lessee operating lease liabilities	$	—	$	76
Branch assets transferred to assets held for sale	3,819		2,137

See condensed notes to interim consolidated financial statements.

Table of Contents

STELLAR BANCORP, INC.

CONDENSED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

(Unaudited)

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES

Nature of Operations-Stellar Bancorp, Inc. (“Stellar”) through its wholly-owned subsidiary, Stellar Bank, (the “Bank”), and together with Stellar, collectively referred to herein as “we,” “us,” “our” and the “Company”), provides a diversified range of commercial banking services primarily to small- to medium-sized businesses. Stellar derives substantially all of its revenues and income from the operation of the Bank.

We refer to the Houston-The Woodlands-Sugar Land metropolitan statistical area (“MSA”), as the Houston region (“Houston

region”) and the Beaumont-Port Arthur MSA, as the Beaumont region (“Beaumont region”). The Company is focused on delivering a

wide variety of relationship-driven commercial banking products and community-oriented services tailored to meet the needs of small-to medium-sized businesses, professionals and individuals through its 55 banking centers with 38 banking centers in the Houston

region, 16 banking centers in the Beaumont region and one banking center in Dallas, Texas, which we collectively refer to as our

markets.

Basis of Presentation-The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. 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 consolidated 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 adjustments considered necessary for a fair presentation of the financial position, results of operations and cash flows of the Company on a consolidated basis, and all such adjustments are of a normal recurring nature. Transactions between Stellar and the Bank have been eliminated. The condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

Merger of Equals-The merger of equals (the “Merger”) between Allegiance Bancshares, Inc. (“Allegiance”) and CBTX, Inc. (“CBTX”), was effective on October 1, 2022, with CBTX as the surviving corporation that was renamed Stellar Bancorp, Inc. At the effective time of the Merger, each outstanding share of Allegiance common stock, par value of $1.00 per share, was converted into the right to receive 1.4184 shares of common stock of the Company. Immediately following the Merger, CommunityBank of Texas, N.A. (“CommunityBank”), a national banking association and a wholly-owned subsidiary of CBTX, merged with and into Allegiance Bank, a wholly owned subsidiary of Allegiance, with Allegiance Bank as the surviving bank. In connection with the operational conversion during the first quarter of 2023, Allegiance Bank changed its name to Stellar Bank on February 18, 2023.

The Merger constituted a business combination and was accounted for as a reverse merger using the acquisition method of accounting. As a result, Allegiance was the accounting acquirer and CBTX was the legal acquirer and the accounting acquiree. Accordingly, the historical financial statements of Allegiance became the historical financial statements of the combined company for all periods prior to October 1, 2022 (the “Merger Date”). In addition, the assets and liabilities of CBTX have been recorded at their estimated fair values and added to those of Allegiance as of October 1, 2022. The determination of fair value required management to make estimates about discount rates, expected future cash flows, market conditions and other future events that are subjective and subject to change.

The Company’s results of operations for the three and six months ended June 30, 2022 reflect Allegiance's historical results and do not include the historical results of CBTX. The Company has substantially completed its valuations of CBTX’s assets and liabilities. The Merger had a significant impact on all aspects of the Company’s financial statements, and financial results for periods after the Merger are not comparable to financial results for periods prior to the Merger. The number of shares issued and outstanding, earnings per share, capital surplus, dividends paid and all references to share quantities of the Company have been retrospectively

Table of Contents

adjusted to reflect the equivalent number of shares issued to holders of Allegiance common stock in the Merger. See Note 2 – Acquisitions in the accompanying notes to the consolidated financial statements for the impact of the Merger.

Significant Accounting and Reporting Policies

The Company’s significant accounting and reporting policies can be found in Note 1 of the Company’s annual financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Adoption of New Accounting Standards

ASU 2022-02, "Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures." became effective for the Company for the first quarter of 2023 and did not have a significant impact on the Company’s financial statements. ASU 2022-02 eliminates the troubled debt restructuring ("TDR") accounting model for creditors that have already adopted Topic 326, which is commonly referred to as the current expected credit loss model. In lieu of the TDR accounting model, the Company applies the general loan modification guidance in Subtopic 310-20 to all loan modifications, including modifications made for borrowers experiencing financial difficulty on a prospective basis. Under the general loan modification guidance, a modification is treated as a new loan only if the following two conditions are met: (1) the terms of the new loan are at least as favorable to the lender as the terms for comparable loans to other customers with similar collection risks; and (2) modifications to the terms of the original loan are more than minor. If either condition is not met, the modification is accounted for as the continuation of the old loan with any effect of the modification treated as a prospective adjustment to the loan’s effective interest rate.

2. ACQUISITIONS

Merger of Equals

As described in Note 1 – Nature of Operations and Summary of Significant Accounting and Reporting Policies, the Merger was completed on October 1, 2022.

Allegiance merged with and into CBTX with the surviving corporation renamed Stellar Bancorp, Inc. At the effective date of the Merger, each outstanding share of Allegiance common stock was converted into the right to receive 1.4184 shares of common stock of the Company.

The Company issued 28.1 million shares of its common stock to Allegiance shareholders in connection with the Merger, which represented 54.0% of the voting interests in the Company upon completion of the Merger. In accordance with FASB ASC 805-40-30-2, the purchase price in a reverse acquisition is determined based on the number of equity interests the legal acquiree would have had to issue to give the owners of the legal acquirer the same percentage equity interest in the combined entity that results from the reverse acquisition.

The table below summarizes the ownership of the combined company following the Merger, for each shareholder group, using shares of CBTX and Allegiance common stock outstanding at September 30, 2022 and Allegiance’s closing price on September 30, 2022 (shares in thousands).


	Stellar Bancorp, Inc. Ownership
	Number of CBTX Outstanding Shares	Percentage Ownership
CBTX shareholders	24,015	46.0	%
Allegiance shareholders	28,137	54.0	%
Total	52,152	100.0	%

The Merger was accounted for as a reverse merger using the acquisition method of accounting, which means that for accounting and financial reporting purposes, Allegiance was deemed to have acquired CBTX in the Merger, even though CBTX was the legal acquirer. Accordingly, Allegiance's historical financial statements are the historical financial statements of the combined company for all periods prior to the Merger Date.

Total acquisition and merger-related expenses recognized for the three months ended June 30, 2023 and 2022 were $2.9 million and $1.7 million, respectively, and $9.1 million and $2.1 million for the six months ended June 30, 2023 and 2022, respectively.

Table of Contents

3. GOODWILL AND OTHER INTANGIBLE ASSETS

Changes in the carrying amount of the Company’s goodwill and core deposit intangible assets were as follows:


	Goodwill		Core Deposit Intangibles		Servicing Assets
	(In thousands)
Balance as of December 31, 2021	$	223,642	$	14,658	$	—
Acquired intangibles	273,618		138,150		329
Amortization	—		(9,283)		(20)
Balance as of December 31, 2022	497,260		143,525		309
Amortization	—		(13,720)		(40)
Decrease due to payoff of serviced loans	—		—		(18)
Balance as of June 30, 2023	$	497,260	$	129,805	$	251

Goodwill is recorded on the acquisition date of an entity. During the measurement period, the Company may record subsequent adjustments to goodwill for provisional amounts recorded at the acquisition date.

Management performs an impairment evaluation annually, and more frequently if a triggering event occurs, of whether any impairment of the goodwill and other intangible assets has occurred. If any such impairment is determined, a write-down is recorded. As of June 30, 2023, there were no impairments recorded on goodwill and other intangible assets.

The estimated aggregate future amortization expense for core deposit intangible assets remaining as of June 30, 2023 is as follows (in thousands):


Remaining 2023	$	13,093
2024	24,166
2025	21,528
2026	18,896
Thereafter	52,122
Total	$	129,805

4. SECURITIES

The amortized cost and fair value of investment securities were as follows:


	June 30, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In thousands)
Available for Sale
U.S. government and agency securities	$	420,321	$	156	$	(15,595)	$	404,882
Municipal securities	259,423		2,177		(32,402)		229,198
Agency mortgage-backed pass-through securities	385,780		272		(41,671)		344,381
Agency collateralized mortgage obligations	455,153		1		(66,382)		388,772
Corporate bonds and other	124,626		53		(13,690)		110,989
Total	$	1,645,303	$	2,659	$	(169,740)	$	1,478,222

Table of Contents


	December 31, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In thousands)
Available for Sale
U.S. government and agency securities	$	433,417	$	90	$	(19,227)	$	414,280
Municipal securities	580,076		4,319		(43,826)		540,569
Agency mortgage-backed pass-through securities	370,471		362		(42,032)		328,801
Agency collateralized mortgage obligations	461,760		—		(67,630)		394,130
Corporate bonds and other	143,192		2		(13,388)		129,806
Total	$	1,988,916	$	4,773	$	(186,103)	$	1,807,586

As of June 30, 2023, no allowance for credit losses has been recognized on available for sale securities in an unrealized loss position as management does not believe any of the securities are impaired due to reasons of credit quality. This is based upon our analysis of the underlying risk characteristics, including credit ratings, and other qualitative factors related to our available for sale securities and in consideration of our historical credit loss experience and internal forecasts. The issuers of these securities continue to make timely principal and interest payments under the contractual terms of the securities. Furthermore, management does not have the intent to sell any of the securities classified as available for sale in the table above and believes that it is more likely than not that we will not have to sell any such securities before a recovery of cost. The unrealized losses are due to increases in market interest rates over the yields available at the time the underlying securities were purchased. 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.

The amortized cost and fair value of investment securities at June 30, 2023, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities if borrowers have the right to call or prepay obligations at any time with or without call or prepayment penalties.


	Amortized Cost		Fair Value
	(In thousands)
Due in one year or less	$	77,538	$	76,185
Due after one year through five years	179,555		167,715
Due after five years through ten years	133,247		121,458
Due after ten years	414,030		379,711
Subtotal	804,370		745,069
Agency mortgage-backed pass-through securities and collateralized mortgage obligations	840,933		733,153
Total	$	1,645,303	$	1,478,222

Table of Contents

Securities with unrealized losses segregated by length of time such securities have been in a continuous loss position are as follows:


	June 30, 2023
	Less than 12 Months				More than 12 Months				Total
	Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses
	(In thousands)
Available for Sale
U.S. government and agency securities	$	114,612	$	(1,871)	$	260,133	$	(13,724)	$	374,745	$	(15,595)
Municipal securities	9,423		(193)		173,602		(32,209)		183,025		(32,402)
Agency mortgage-backed pass-through securities	73,644		(2,529)		247,615		(39,142)		321,259		(41,671)
Agency collateralized mortgage obligations	11,239		(36)		374,339		(66,346)		385,578		(66,382)
Corporate bonds and other	33,323		(2,830)		60,977		(10,860)		94,300		(13,690)
Total	$	242,241	$	(7,459)	$	1,116,666	$	(162,281)	$	1,358,907	$	(169,740)


	December 31, 2022
	Less than 12 Months				More than 12 Months				Total
	Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses
	(In thousands)
Available for Sale
U.S. government and agency securities	$	99,732	$	(1,427)	$	305,256	$	(17,800)	$	404,988	$	(19,227)
Municipal securities	228,192		(14,473)		134,640		(29,353)		362,832		(43,826)
Agency mortgage-backed pass-through securities	95,291		(7,612)		199,836		(34,420)		295,127		(42,032)
Agency collateralized mortgage obligations	117,147		(14,426)		276,925		(53,204)		394,072		(67,630)
Corporate bonds and other	72,913		(5,704)		49,893		(7,684)		122,806		(13,388)
Total	$	613,275	$	(43,642)	$	966,550	$	(142,461)	$	1,579,825	$	(186,103)

During the six months ended June 30, 2023, the Company sold $320.4 million of securities recording gross gains of $234 thousand. There were no securities sold during the six months ended June 30, 2022. At June 30, 2023 and December 31, 2022, the Company did not own securities of any one issuer, other than the U.S. government and its agencies, in an amount greater than 10% of consolidated shareholders’ equity at such respective dates.

The carrying value of pledged securities was $1.07 billion at June 30, 2023 and $978.9 million at December 31, 2022. The majority of the securities in each case were pledged to collateralize public fund deposits.

Table of Contents

5. LOANS AND ALLOWANCE FOR CREDIT LOSSES

The loan portfolio balances, net of unearned income and fees, consist of various types of loans primarily made to borrowers located within Texas and are segregated by class of loan as follows:


	June 30, 2023		December 31, 2022
	(In thousands)
Commercial and industrial	$	1,512,476	$	1,455,795
Paycheck Protection Program (PPP)	8,027		13,226
Real estate:
Commercial real estate (including multi-family residential)	4,038,487		3,931,480
Commercial real estate construction and land development	1,136,124		1,037,678
1-4 family residential (including home equity)	1,009,439		1,000,956
Residential construction	311,208		268,150
Consumer and other	52,957		47,466
Total loans	8,068,718		7,754,751
Allowance for credit losses on loans	(100,195)		(93,180)
Loans, net	$	7,968,523	$	7,661,571

Nonaccrual and Past Due Loans

An aging analysis of the recorded investment in past due loans, segregated by class of loans, is included below. The Company defines recorded investment as the outstanding loan balances including net deferred loan fees, and excluding accrued interest receivable of $35.1 million and $34.1 million as of June 30, 2023 and December 31, 2022, respectively, due to immateriality.

June 30, 2023