grepcent public filings, reorganized for comparison

HOME BANCORP, INC. (HBCP) FY 2022 MD&A

Verbatim Item 7 Management's Discussion and Analysis from HOME BANCORP, INC.'s 10-K for fiscal year 2022. Filing date: 2023-03-09. Report date: 2022-12-31. Accession: 0001436425-23-000011.

This page reproduces the company's own Item 7 MD&A text from the linked SEC filing. It is filer text, not grepcent analysis, scoring, or investment advice.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high.

Company profile: HBCP · All MD&A years: index · Previous year: FY 2021 · Next year: FY 2023

Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is an analysis and discussion of the financial condition and results of operations of Home Bancorp, Inc. (the “Company”), and its wholly owned subsidiary, Home Bank, N.A. (the “Bank”). This discussion and analysis should be read in conjunction with our Consolidated Financial Statements and related notes included herein in Part II, Item 8, “Financial Statements and Supplementary Data” and the description of our business included herein in Part 1, Item 1 “Business”.

EXECUTIVE OVERVIEW

The Company reported net income for 2022 of $34.1 million, or $4.16 diluted EPS compared to $48.6 million, or $5.77 diluted EPS, reported for 2021. Key components of the Company's performance in 2022 are summarized below.

The Company’s financial condition and income as of and for the period ended December 31, 2022 were impacted by the acquisition of Friendswood Capital Corporation (“Friendswood”), the former holding company of Texan Bank, N.A. (“Texan Bank”) of Houston, Texas, on March 26, 2022. As a result of the acquisition, the Company acquired assets of $413.9 million, which included loans of $317.5 million, and $368.0 million in deposits and goodwill of $23.0 million. Shareholders of Friendswood received $15.34 per share in cash, yielding an aggregate purchase price of $64.9 million. The Company incurred $2.0 million and $299,000 in pre-tax merger-related expenses during the years ended December 31, 2022 and December 31, 2021, respectively See Note 3 to the Consolidated Financial Statements for additional information regarding the acquisition of Friendswood.

•Assets increased $290.0 million, or 9.9%, from December 31, 2021 to $3.2 billion at December 31, 2022. The increase was primarily the result of the Friendswood acquisition.

•Loans increased by $590.7 million, or 32.1%, from December 31, 2021 to $2.4 billion at December 31, 2022. Excluding PPP loans, loans increased by $627.6 million, or 34.9%. The increase in loans was due to the Friendswood acquisition and organic loan growth.

•During the year ended December 31, 2022, the Company provisioned $7.5 million of the allowance for loan losses compared to a $10.2 million reversal for the year ended December 31, 2021. The provision charged in 2022 was primarily the result of the acquisition of Friendswood and organic loan growth. The provision charged in 2022 included $3.8 million for loans acquired in the Friendswood acquisition.

•The ALL totaled $29.3 million, or 1.21% of total loans, at December 31, 2022. The ACL, which is comprised of the allowance for loan losses plus the allowance for unfunded lending commitments, totaled $31.4 million, or 1.29% of total loans, at December 31, 2022.

•Total deposits increased $97.3 million, or 3.8%, from December 31, 2021 to $2.6 billion at December 31, 2022 Excluding the deposits assumed from Friendswood, core deposits decreased $166.1 million, or 7.5%, while certificates of deposit decreased $104.5 million, or 32.7%, primarily due to customers deploying excess cash, deposit attrition, as well as one customer transferring approximately $54.0 million in public funds to another fiscal agent.

•The Company issued $55.0 million in aggregate principal amount of its 5.75% Fixed-to-Floating Rate Subordinated Notes (the "Notes") due 2032. The Notes were issued at a price equal to 100% of the aggregate principal amount. The carrying value of subordinated debt was $54.0 million at December 31, 2022. The subordinated debt was recorded net of issuance costs of $1.1 million at December 31, 2022, which is being amortized using the straight-line method over five years.

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•The Company repurchased 288,350 shares of common stock at an average price of $39.30 per share.

•The net interest margin was 3.92% for the year ended December 31, 2022, up 4 bps compared to 2021, primarily due to an increase in the average yield earned on interest-earning assets, partially offset with an increase in the average cost of interest-bearing liabilities during 2022.

•Loan income from the recognition of deferred PPP lender fees decreased $10.2 million, or 89.4%, from the year ended December 31, 2021 to $1.2 million for the year ended December 31, 2022.

•The average rate paid on total interest-bearing deposits during 2022 was 0.28%, down 4 bps compared to 2021.

•Noninterest income decreased $2.4 million, or 14.7%, in 2022 compared to 2021 primarily due to a decrease in gains on the sale of loans and a decrease in income from bank-owned life insurance primarily due to the receipt of non-taxable life insurance proceeds of $1.7 million from a BOLI policy following the death of an employee in 2021.

•Noninterest expense increased $14.9 million, or 22.3%, in 2022 compared to 2021 primarily due to the acquisition of Friendswood. The Company incurred $2.0 million and $299,000 in pre-tax merger-related expenses during 2022 and 2021, respectively. Increases across several noninterest expense categories (including, but not limited to, compensation, occupancy, data processing, regulatory fees and other expenses) were partially offset by a decrease in the provision for credit losses on unfunded commitments.

SELECTED FINANCIAL DATA

Set forth below is selected summary historical financial and other data of the Company. When you read this summary historical financial data, it is important that you also read the historical financial statements and related notes contained in Item 8 of this Form 10-K. Taxable equivalent (“TE”) ratios have been calculated using a marginal tax rate of 21%.

As of December 31,
(dollars in thousands)20222021202020192018
Selected Financial Condition Data:
Total assets$3,228,280$2,938,244$2,591,850$2,200,465$2,153,658
Cash and cash equivalents87,401601,443187,95239,84759,618
Interest-bearing deposits in banks349349349449939
Investment securities:
Available for sale486,518327,632254,752257,321260,131
Held to maturity1,0752,1022,9347,14910,872
Loans receivable, net2,401,4511,819,0041,946,9911,696,4931,633,406
Intangible assets87,97361,94963,11264,47266,055
Deposits2,633,1812,535,8492,213,8211,820,9751,773,217
Other borrowings5,5395,5395,5395,5395,539
Subordinated debt, net of issuance cost54,013
Federal Home Loan Bank advances176,21326,04628,82440,62058,698
Shareholders’ equity329,954351,903321,842316,329304,040

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For the Years Ended December 31,
(dollars in thousands, except per share data)20222021202020192018
Selected Operating Data:
Interest income$125,930$106,902$104,129$102,208$102,312
Interest expense7,9155,91311,91816,21210,306
Net interest income118,015100,98992,21185,99692,006
Provision (reversal) for loan losses7,489(10,161)12,7283,0143,943
Net interest income after provision for loan losses110,526111,15079,48382,98288,063
Noninterest income13,88516,27114,30514,41513,447
Noninterest expense81,90966,98262,98163,60563,225
Income before income taxes42,50260,43930,80733,79238,285
Income taxes8,43011,8186,0425,8606,695
Net income$34,072$48,621$24,765$27,932$31,590
Earnings per share - basic$4.19$5.80$2.86$3.08$3.48
Earnings per share - diluted$4.16$5.77$2.85$3.05$3.40
Cash dividends per share$0.93$0.91$0.88$0.84$0.71
As of or For the Years Ended December 31,
20222021202020192018
Selected Operating Ratios: (1)
Average yield on interest-earning assets(TE)4.19%4.11%4.48%5.07%5.15%
Average rate on interest-bearing liabilities0.410.350.761.130.73
Average interest rate spread(TE)(2)3.783.763.723.944.42
Net interest margin(TE)(3)3.923.883.964.264.62
Average interest-earning assets to average interest-bearing liabilities154.87152.48146.05140.07139.72
Noninterest expense to average assets2.582.422.532.892.93
Efficiency ratio(4)62.1057.1259.1363.3459.96
Return on average assets1.071.760.991.271.46
Return on average common equity10.1614.387.838.9510.88
Return on average tangible common equity (Non-GAAP)(8)13.9317.9810.2411.8314.80
Common stock dividend payout ratio22.3615.7730.8827.5420.88
Average equity to average assets10.5512.2212.6914.1913.43
Book value per common share$39.82$41.27$36.82$34.19$32.14
Tangible book value per common share (Non-GAAP)(9)29.2034.0029.6027.2225.16

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As of or For the Years Ended December 31,
20222021202020192018
Asset Quality Ratios: (5) (6)
Non-performing loans as a percent of total loans receivable0.43%0.72%0.61%1.17%1.40%
Non-performing assets as a percent of total assets0.340.490.950.950.97
Allowance for loan losses as a percent of non-performing loans as of end of period278.6158.86110.0110.096.6
Allowance for loan losses as a percent of net loans as of end of period1.211.151.291.291.36
Capital Ratios: (5) (7)
Tier 1 risk-based capital ratio12.43%14.66%13.92%14.22%14.55%
Leverage capital ratio10.439.779.6811.1711.15
Total risk-based capital ratio13.6315.8515.1815.2815.59

(1)With the exception of end-of-period ratios, all ratios are based on average monthly balances during the respective periods.

(2)Average interest rate spread represents the difference between the average yield on interest-earning assets and the average rate paid on interest-bearing liabilities.

(3)Net interest margin represents net interest income as a percentage of average interest-earning assets. Taxable equivalent yields are calculated using a marginal tax rate of 21%.

(4)The efficiency ratio represents noninterest expense as a percentage of total revenues. Total revenues is the sum of net interest income and noninterest income.

(5)Asset quality and capital ratios are end-of-period ratios.

(6)Due to the adoption of ASC 326, asset quality ratios are based on total non-performing assets at December 31, 2022, 2021 and 2020 For the periods prior to January 1, 2020, asset quality ratios represent originated non-performing assets. Acquired nonimpaired loans, which were on nonaccrual or 90 days or more past due, and acquired assets, which were foreclosed assets or ORE, are not included for periods prior to January 1, 2020. Acquired nonimpaired loans, which were on nonaccrual or 90 days or more past due totaled $9.8 million and $9.0 million at December 31, 2019 and 2018, respectively. Acquired assets, which were foreclosed assets or ORE, totaled $2.4 million and $1.4 million at December 31, 2019 and 2018, respectively. Refer to Note 2 to the Consolidated Financial Statements for more information on the adoption of ASC 326.

(7)Capital ratios are for Home Bank only.

(8)Tangible calculation eliminates goodwill, core deposit intangible and the corresponding amortization expense, net of tax.

(9)Tangible calculation eliminates goodwill and core deposit intangible.

This Selected Financial Data contains financial information prepared other than in accordance with generally accepted accounting principles (“GAAP”). The Company uses these non-GAAP financial measures in its analysis of the Company’s performance. Management believes that the non-GAAP information provides useful data in understanding the Company’s operations and in comparing the Company’s results to peers. This non-GAAP information should be considered in addition to the Company’s financial information prepared in accordance with GAAP, and is not a substitute for, or superior to, GAAP results. A reconciliation of GAAP to non-GAAP disclosures is included in the table below.

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Non-GAAP Reconciliation

As of or For the Years Ended December 31,
(dollars in thousands, except per share data)20222021202020192018
Book value per common share$39.82$41.27$36.82$34.19$32.14
Less: Intangibles10.627.277.226.976.98
Tangible book value per common share29.2034.0029.6027.2225.16
Net Income34,07248,62124,76527,93231,590
Add: CDI amortization, net of tax1,2669191,0741,2501,458
Non-GAAP tangible income35,33849,54025,83929,18233,048
Return on common equity10.16%14.38%7.83%8.95%10.88%
Add: Intangibles3.773.602.412.883.92
Return on average tangible common equity13.93%17.98%10.24%11.83%14.80%

CRITICAL ACCOUNTING ESTIMATES

SEC guidance requires disclosure of “critical accounting estimates.” The SEC defines “critical accounting estimates” as those estimates made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the registrant.

We follow financial accounting and reporting policies that are in accordance with accounting principles generally accepted in the United States. Our accounting policies are discussed in detail in Note 2 - Summary of Significant Accounting Policies in the accompanying notes to the consolidated financial statements included elsewhere in this report. Not all significant accounting policies require management to make difficult, subjective or complex judgments. However, management believes the policies noted below meet the SEC’s definition of critical accounting policies.

Allowance for Credit Losses

Management considers the policies related to the allowance for credit losses as the most critical to the financial statement presentation. The total allowance for credit losses includes activity related to allowances calculated in accordance with Accounting Standards Codification 326, Financial Instruments — Credit Losses. The allowance for credit losses is established through a provision for credit losses charged to current earnings. The amount maintained in the allowance reflects management’s continuing evaluation of the credit losses expected to be recognized over the life of the loans in our portfolio. The allowance for credit losses on loans is a valuation account that is deducted from the loans' amortized cost basis to present the net amount expected to be collected on the loans. For purposes of determining the allowance for credit losses, the loan portfolio is segregated by product types in order to recognize differing risk profiles among categories. Loans that do not share risk characteristics are evaluated on an individual basis and are not included in the collective evaluation. Management estimates the allowance balance using relevant available information from internal and external sources relating to past events, current conditions and reasonable and supportable forecasts. Adjustments to historical loss information are made to incorporate our reasonable and supportable forecast of future losses at the portfolio segment level, as well as any necessary qualitative adjustments, including, but not limited to, changes in current and expected future economic conditions, changes in industry experience and industry loan concentrations, changes in the volume and severity of nonperforming assets, changes in lending policies and personnel and changes in the competitive and regulatory environment of the banking industry. Loans that do not share similar risk characteristics are individually evaluated and are excluded from the pooled loan analysis.

Business Combinations

Assets and liabilities acquired in business combinations are recorded at their fair value. In accordance with ASC Topic 805, Business Combinations, the Company generally records provisional amounts at the time of acquisition based on the information available to the Company. The determination of fair value as of the acquisition date requires management to consider various factors that involve judgment and estimation, including the application of discount rates, prepayment rates, attrition rates, future estimates of interest rates, as well as many other assumptions. These assumptions can have a material impact on the estimated fair value, and as a result, the goodwill recorded in a business combination. The provisional estimates of fair values may be adjusted for a period of up to one year ("measurement period") from the date of acquisition if new information is obtained. Subsequently, adjustments recorded during the measurement period are recognized in the current reporting period.

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ACQUISITION ACTIVITY

The Company has completed six acquisitions since 2010. The following table is a summary of the Company’s acquisition activity as recorded.

SUMMARY OF ACQUISITION ACTIVITY

(dollars in thousands)
AcquisitionAcquisition DateTotal AssetsTotal LoansGoodwillCore Deposit IntangibleTotal Deposits
Statewide Bank3/12/2010$188,026$110,415$560$1,429$206,925
GS Financial Corporation7/15/2011256,677182,440296859193,518
Britton & Koontz Capital Corporation2/14/2014298,930161,581433,030216,600
Louisiana Bancorp, Inc.9/15/2015352,897281,5838,4541,586208,670
St. Martin Bancshares, Inc.12/6/2017592,852439,87249,1356,766533,497
Friendswood Capital Corporation3/26/2022413,919317,49223,0294,597367,991
Total Acquisitions$2,103,301$1,493,383$81,517$18,267$1,727,201

FINANCIAL CONDITION

Loans, Allowance for Credit Losses and Asset Quality

Loans

The types of loans originated by the Company are subject to federal and state laws and regulations. Interest rates charged on loans are affected principally by the demand for such loans and the supply of money available for lending purposes and the rates offered by our competitors. These factors are, in turn, affected by general and economic conditions, the monetary policy of the federal government, including the FRB, legislative tax policies and governmental budgetary matters.

The Company’s lending activities are subject to underwriting standards and loan origination procedures established by our Board of Directors and management. Loan originations are obtained through a variety of sources, primarily existing customers as well as new customers obtained from referrals and local advertising and promotional efforts. Single-family residential mortgage loan applications and consumer loan applications are taken at any of the Bank’s branch offices. Applications for other loans typically are taken personally by one of our loan officers, although they may be received by a branch office initially and then referred to a loan officer. All loan applications are processed and underwritten centrally at the Bank’s main office.

Total loans in portfolio (which does not include mortgage loans held for sale) increased $590.7 million, or 32.1%, from December 31, 2021 to $2.4 billion at December 31, 2022. At December 31, 2022, the total recorded net investment in PPP loans was $6.7 million, which is included in commercial and industrial loans. The recorded investment in PPP loans is net of $94,000 in deferred lender fees, which will be amortized into interest income over the life of the loans. Excluding PPP loans, total loans increased by $627.6 million, or 34.9%.

The following table summarizes the composition of the Company’s loan portfolio as of the dates indicated.

December 31,
(dollars in thousands)20222021202020192018
Real estate loans:
One- to four-family first mortgage$389,616$350,843$395,638$430,820$450,363
Home equity loans and lines61,86360,31267,70079,81283,976
Commercial real estate1,152,537801,624750,623722,807640,575
Construction and land313,175259,652221,823195,748193,597
Multi-family residential100,58890,51887,33254,86954,455
Total real estate loans2,017,7791,562,9491,523,1161,484,0561,422,966

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December 31,
(dollars in thousands)20222021202020192018
Other loans:
Commercial and industrial377,894244,123417,926184,701172,934
Consumer35,07733,02138,91245,60453,854
Total other loans412,971277,144456,838230,305226,788
Total loans$2,430,750$1,840,093$1,979,954$1,714,361$1,649,754

The following table reflects contractual loan maturities as of December 31, 2022, unadjusted for scheduled principal reductions, prepayments, or repricing opportunities. The table also reflects the portion of loans due after one year that have fixed or variable interest rates.

Amounts as of December 31, 2022 which mature in:
(dollars in thousands)One year or lessAfter one, but within five yearsAfter five but within fifteen yearsAfter fifteen yearsTotal
One- to four-family first mortgage$25,921$106,746$83,604$173,345$389,616
Home equity loans and lines2,22610,7539,90738,97761,863
Commercial real estate112,167553,871378,360108,1391,152,537
Construction and land153,02796,35639,98823,804313,175
Multi-family residential21,58056,68110,91311,414100,588
Commercial and industrial148,606143,59585,6912377,894
Consumer4,52210,97616,6372,94235,077
Total$468,049$978,978$625,100$358,623$2,430,750
Loans with fixed interest rates:
One- to four-family first mortgage$103,313$62,300$81,187$246,800
Home equity loans and lines6325,618616,311
Commercial real estate486,276306,11714,207806,600
Construction and land72,85816,6612,89692,415
Multi-family residential54,8578,3076,75969,923
Commercial and industrial66,48078,6282145,110
Consumer8,66116,4982,66427,823
Total$793,077$494,129$107,776$1,394,982
Loans with variable interest rates:
One- to four-family first mortgage$3,433$21,304$92,158$116,895
Home equity loans and lines10,1214,28938,91653,326
Commercial real estate67,59572,24393,932233,770
Construction and land23,49823,32720,90867,733
Multi-family residential1,8242,6064,6559,085
Commercial and industrial77,1157,06384,178
Consumer2,3151392782,732
Total$185,901$130,971$250,847$567,719

Allowance for Credit Losses

Effective January 1, 2020, the Company adopted the guidance under ASC 326, Financial Instruments — Credit Losses, which introduced a new model known as CECL. For reporting periods beginning on and after January 1, 2020 and the adoption of ASC 326, the ACL is maintained at level that reflects expected losses for the full life of the financial assets. Prior

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to January 1, 2020 and the adoption of ASC 326, the ALL was maintained at an amount which management determined covered reasonably estimable and probable losses. The day one impact of the change in accounting principle is reflected in the table below as an increase to the beginning balance in 2020. Management recalculates the ACL at least quarterly to reassess the estimate of credit losses for the total portfolio at the relevant reporting date. For more information on the adoption of ASC 326 and the Company's relevant accounting policies, refer to Note 2 of the Consolidated Financial Statements.

The following table presents the activity in the allowance for credit losses for the years indicated.

For the Years Ended December 31,
(dollars in thousands)20222021202020192018
Allowance for loan losses:
Beginning balance$21,089$32,963$17,868$16,348$14,807
ASC 326 adoption impact4,633
Provision for acquired PCD loans1,415
Provision for loan losses7,489(10,161)12,7283,0143,943
Loans charged off:
One- to four-family first mortgage(80)(176)(99)(4)(1)
Home equity loans and lines(6)(575)(42)
Commercial real estate(270)(1,337)(5)(360)
Construction and land(688)(6)
Multi-family residential
Commercial and industrial(792)(599)(984)(893)(2,506)
Consumer(256)(187)(250)(272)(74)
Recoveries on charged off loans70459233583179
Ending balance - allowance for loan losses$29,299$21,089$32,963$17,868$16,348
Allowance for unfunded lending commitments:
Beginning balance$1,815$1,425$$$
ASC 326 adoption impact1,425
Provision for losses on unfunded commitments278390
Ending balance - allowance for unfunded commitments2,0931,8151,425
Total allowance for credit losses$31,392$22,904$34,388$17,868$16,348

At December 31, 2022, the ALL totaled $29.3 million, or 1.21% of total loans, and the ACL, which includes the reserve for unfunded lending commitments, totaled $31.4 million, or 1.29% of total loans. For the year ended December 31, 2022, the Company provisioned $7.5 million of the allowance for loan losses compared to a reversal of $10.2 million for the year ended December 31, 2021. The provision for loan losses during 2022 primarily reflected our assessment of the risk characteristics of loans acquired in the acquisition of Friendswood, which amounted to $3.8 million of the 2022 provision amount. The $10.2 million reversal in 2021 primarily was due to improvements in our assessment of the change in expected losses due primarily to the economic impact of the COVID-19 pandemic.

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The following table presents the allocation of the allowance for loan losses as of December 31 for the years indicated.

December 31,
20222021202020192018
(dollars in thousands)Amount% LoansAmount% LoansAmount% LoansAmount% LoansAmount% Loans
One-to four-family first mortgage$2,88316.0%$1,94419.1%$3,06520.0%$2,71525.1%$2,13627.3%
Home equity loans and lines6242.65083.26763.41,0844.61,0795.1
Commercial real estate13,81447.410,45443.618,85137.96,54142.26,12538.8
Construction and land4,68012.93,57214.14,15511.22,67011.42,28511.7
Multi-family residential5724.14574.91,0774.45723.25503.3
Commercial and industrial6,02415.63,52013.34,27621.13,69410.83,22810.5
Consumer7021.46341.88632.05922.79453.3
Total$29,299100.0%$21,089100.0%$32,963100.0%$17,868100.0%$16,348100.0%

The following table shows credit ratios at and for the periods indicated and each component of the ratio's calculation:

For the Years Ended December 31,
20222021202020192018
Allowance for loan losses as a percentage of total loans outstanding1.21%1.15%1.66%1.04%0.99%
Allowance for loan losses$29,299$21,089$32,963$17,868$16,348
Total loans outstanding$2,430,750$1,840,093$1,979,954$1,714,361$1,649,754
Nonaccrual loans as a percentage of total loans outstanding0.43%0.72%0.94%1.42%1.48%
Total nonaccrual loans$10,513$13,269$18,677$24,386$24,412
Total loans outstanding$2,430,750$1,840,093$1,979,954$1,714,361$1,649,754
Allowance for loan losses as a percentage of nonaccrual loans278.69%158.93%176.49%73.27%66.97%
Allowance for loan losses$29,299$21,089$32,963$17,868$16,348
Total nonaccrual loans$10,513$13,269$18,677$24,386$24,412
Net charge-offs during period to average loans outstanding:
One-to four family residential loans(0.01)%(0.04)%(0.02)%—%—%
Net charge-offs$(41)$(131)$(86)$(4)$(1)
Average loans outstanding$367,570$372,207$422,156$441,183$461,712
Net charge-offs during period to average loans outstanding:
Home equity loans and lines0.02%0.03%(0.76)%(0.03)%0.01%
Net charge-offs$14$19$(559)$(26)$5
Average loans outstanding$60,023$62,957$73,396$80,994$89,085
Net charge-offs during period to average loans outstanding:
Commercial real estate(0.03)%(0.17)%0.01%(0.05)%%
Net charge-offs$(270)$(1,337)$50$(360)$
Average loans outstanding$1,024,610$769,950$728,959$686,442$619,690

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For the Years Ended December 31,
20222021202020192018
Net charge-offs during period to average loans outstanding:
Construction and land%0.03%(0.33)%%%
Net charge-offs$$63$(688)$(6)$
Average loans outstanding$297,218$241,725$205,591$194,976$174,033
Net charge-offs during period to average loans outstanding:
Multi-family residential%%%%%
Net charge-offs$$$$$
Average loans outstanding$97,753$87,101$72,906$50,474$53,678
Net charge-offs during period to average loans outstanding:
Commercial and industrial(0.10)%(0.08)%(0.24)%(0.49)%(1.30)%
Net charge-offs$(283)$(286)$(878)$(868)$(2,348)
Average loans outstanding$294,459$356,180$360,930$178,236$180,456
Net charge-offs during period to average loans outstanding:
Consumer(0.34)%(0.12)%(0.25)%(0.47)%(0.10)%
Net charge-offs$(114)$(41)$(105)$(230)$(58)
Average loans outstanding$33,334$35,647$41,350$49,297$58,189

Additional Information on Loan Portfolio Composition and the Allowance for Credit Losses

As the fallout of the COVID-19 pandemic continues to impact the national, regional and local economies, management continues to proactively monitor the loan portfolio to identify potential weaknesses that may develop. Specifically, management has identified and is monitoring exposures to borrowers and industries that may be impacted more immediately and acutely than others. In many instances, management has directly reached out to specific borrowers to provide guidance and assistance as appropriate. On a portfolio level, management continues to monitor aggregate exposures to highly sensitive segments for changes in asset quality, payment performance and liquidity levels. Additionally, management is monitoring unfunded commitments, such as lines of credit and overdraft protection, to monitor liquidity and funding issues that may arise with our customers.

The following table provides a summary of the loan portfolio and related reserves at December 31, 2022. We have separately identified certain information regarding PPP loans which, due to the existence of full repayment guarantees from the SBA as well as the likelihood that the vast majority of such loans will be forgiven, we believe entail minimal credit risk to the Company.

(dollars in thousands)Total LoansPPP LoansTotal ACLACL to Total LoansACL to Total Non-PPP Loans
December 31, 2022
Retail CRE$325,806$$3,1960.98%0.98%
Hotels and short-term rentals153,3042,1513,3062.162.19
Restaurants and bars63,6363449081.431.43
Energy75,1802571,0491.401.40
Credit cards4,5403557.827.82
Other loans1,808,2843,94020,4851.131.14
Total$2,430,750$6,692$29,2991.21%1.21%

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(dollars in thousands)Total LoansPPP LoansTotal ACLACL to Total LoansACL to Total Non-PPP Loans
Unfunded lending commitments(1)2,093
Total$2,430,750$6,692$31,3921.29%1.30%

(1)At December 31, 2022, the allowance of $2.1 million related to unfunded lending commitments of $520.7 million. The ACL on unfunded lending commitments is recorded within accrued interest payable and other liabilities on the Consolidated Statements of Financial Condition.

Asset Quality

One of management’s key objectives has been, and continues to be, maintaining a high level of asset quality. In addition to maintaining credit standards for new loan originations, we proactively monitor loans and collection and workout processes of delinquent or problem loans. When a borrower fails to make a scheduled payment, we attempt to cure the deficiency by making personal contact with the borrower. Initial contacts are generally made within 10 days after the date payment is due. In most cases, deficiencies are promptly resolved. If the delinquency continues, late charges are assessed and additional efforts are made to collect the deficiency. All loans which are designated as “special mention,” classified or which are delinquent 90 days or more are reported to the Board of Directors of the Bank monthly. For loans where the collection of principal or interest payments is doubtful, the accrual of interest income ceases. It is our policy, with certain limited exceptions, to discontinue accruing interest and reverse any interest accrued on any loan which is 90 days or more past due. On occasion, this action may be taken earlier if the financial condition of the borrower raises significant concern with regard to their ability to service the debt in accordance with the terms of the loan agreement. Interest income is not accrued on these loans until the borrower’s financial condition and payment record demonstrate an ability to service the debt.

Loans that do not share similar risk characteristics are individually evaluated and are excluded from the pooled loan analysis. Large groups of smaller balance, homogeneous loans are collectively evaluated for impairment. Loans collectively evaluated for impairment include smaller balance commercial loans, residential real estate loans and consumer loans. These loans are evaluated as a group because they have similar characteristics and performance experience. Larger (i.e., loans with balances of $500,000 or greater) commercial real estate loans, multi-family residential loans, construction and land loans and commercial and industrial loans are individually evaluated for impairment. Third party property valuations are obtained at the time of origination for real estate secured loans. When a determination is made that a loan has deteriorated to the point of becoming a problem loan, updated valuations may be ordered to help determine if there is impairment, which may lead to a recommendation for partial charge off or appropriate allowance allocation. Property valuations are ordered through, and are reviewed by, an appraisal officer at the Bank. The Company typically orders an “as is” valuation for collateral property if a loan is in a criticized loan classification. The Board of Directors is provided with monthly reports on individually evaluated loans.

At December 31, 2022 and 2021, loans identified as impaired and individually evaluated for expected losses were $5.0 million and $4.6 million, respectively. Due to the adoption of ASC 326, total loans identified as impaired and individually evaluated at December 31, 2022 included $1.5 million of acquired loans, of which none were acquired with deteriorated credit quality. For more information on the adoption of ASC 326, refer to Note 2 of the Consolidated Financial Statements.

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The following tables provide a summary of loans individually evaluated for expected losses as of the dates indicated.

December 31, 2022
(dollars in thousands)Recorded InvestmentAllowance for Loan LossesAllowance to Total Loans
Loans Individually Evaluated
One- to four-family first mortgage$$%
Home equity loans and lines
Commercial real estate4,74355011.60
Construction and land
Multi-family residential
Commercial and industrial20417183.82
Consumer86
Total$5,033$72114.33%
December 31, 2021
(dollars in thousands)Recorded InvestmentAllowance for Loan LossesAllowance to Total Loans
Loans Individually Evaluated
One- to four-family first mortgage$$%
Home equity loans and lines
Commercial real estate3,8732476.38
Construction and land
Multi-family residential
Commercial and industrial74442557.12
Consumer
Total$4,617$67214.55%

Federal regulations and our policies require that we utilize an internal asset classification system as a means of reporting problem and potential problem assets. We have incorporated an internal asset classification system, substantially consistent with Federal banking regulations, as a part of our credit monitoring system. Federal banking regulations set forth a classification scheme for problem and potential problem assets as “substandard,” “doubtful” or “loss” assets. An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. “Substandard” assets include those characterized by the “distinct possibility” that the insured institution will sustain “some loss” if the deficiencies are not corrected. Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard” with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions and values, “highly questionable and improbable.” Assets classified as “loss” are those considered “uncollectible” and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted. In addition to classified assets, assets which do not currently expose the Bank to sufficient risk to be classified may be categorized as "special mention." Special mention assets have an existing weakness that could cause future impairment.

At December 31, 2022 and 2021, we had a total of $21.5 million and $17.5 million, respectively, in loans classified as substandard. We had no assets classified as doubtful or loss at either date. For additional information, see Note 5 to the Consolidated Financial Statements.

A bank’s determination as to the classification of its assets and the amount of its valuation allowances is subject to review by Federal bank regulators which can order the establishment of additional general or specific loss allowances. The Federal banking agencies have adopted an interagency policy statement on the allowance for loan and lease losses. The policy statement provides guidance for financial institutions on both the responsibilities of management for the assessment and establishment of allowances and guidance for banking agency examiners to use in determining the adequacy of general valuation guidelines. Generally, the policy statement recommends that institutions have effective systems and controls to identify, monitor and address asset quality problems; that management analyze all significant factors that affect the collectability of the portfolio in a reasonable manner; and that management establish acceptable allowance evaluation

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processes that meet the objectives set forth in the policy statement. Due to the adoption of ASC 326 on January 1, 2020, management maintains, based on current and forecasted information, an ACL that reflects a current estimate of expected credit losses for the estimated life of the loan portfolio at reporting periods subsequent to the adoption date. For reporting periods prior to January 1, 2020, management maintained an ALL at a level which reflected losses that were probable and reasonably estimable at the relevant reporting date. For all reporting periods, actual losses are uncertain and dependent upon future events and, as such, further additions to the level of ACL may become necessary.

The following table sets forth the composition of the Company’s total nonperforming assets and troubled debt restructurings as of the dates indicated.

December 31,
(dollars in thousands)20222021202020192018
Nonaccrual loans (1):
Real estate loans:
One- to four-family first mortgage$2,300$3,575$3,838$3,948$5,172
Home equity loans and lines3438631,2441,699
Commercial real estate6,9458,43112,29813,32511,343
Construction and land3152584692,4691,594
Multi-family residential
Other loans:
Commercial and industrial3787631,7173,2243,988
Consumer541204292176616
Total nonaccrual loans10,51313,26918,67724,38624,412
Accruing loans 90 days or more past due262
Total nonperforming loans10,51513,27518,67924,38624,412
Foreclosed assets and ORE4611,1891,3024,1561,558
Total nonperforming assets10,97614,46419,98128,54225,970
Performing troubled debt restructurings6,2054,9632,0852,3781,406
Total nonperforming assets and troubled debt restructurings$17,181$19,427$22,066$30,920$27,376
Nonperforming loans to total loans0.43%0.72%0.94%1.42%1.48%
Nonperforming loans to total assets0.33%0.45%0.72%1.11%1.13%
Nonaccrual loans to total loans0.43%0.72%0.94%1.42%1.48%
Nonperforming assets to total assets0.34%0.49%0.77%1.30%1.21%
Total loans outstanding$2,430,750$1,840,093$1,979,954$1,714,361$1,649,754
Total assets outstanding$3,228,280$2,938,244$2,591,850$2,200,465$2,153,658

(1)Prior to January 1, 2020, PCD loans were classified as PCI under ASC 310-30 and excluded from nonperforming loans because they continued to earn interest income from the accretable yield at the pool level regardless of their status as past due or otherwise not in compliance with their contractual terms. At adoption, the pools were discontinued and performance is based on contractual terms for individual loans. Refer to Note 2 to the Consolidated Financial Statements for more information on the adoption of ASC 326. PCI loans that were 90 days or more past due and were accounted for under ASC 310-30 totaled $2.2 million and $1.7 million at December 31, 2019 and 2018, respectively.

Total nonperforming assets decreased by $3.5 million, or 24.1%, to $11.0 million at December 31, 2022, compared to $14.5 million at December 31, 2021. The ratio of nonperforming assets to total assets was 0.34% at December 31, 2022, compared to 0.49% at December 31, 2021.

As of December 31, 2022, total nonperforming loans were down $2.8 million, or 20.8%, from December 31, 2021 primarily due to improved performance of loans and paydowns on nonaccrual loans. Foreclosed assets and ORE were also down $728,000, or 61.2%, from December 31, 2021.

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Investment Securities

The Company invests in securities pursuant to our Investment Policy, which has been approved by our Board of Directors. The Investment Policy is designed primarily to manage the interest rate sensitivity of our assets and liabilities, to generate a favorable return without incurring undue interest rate or credit risk and to provide and maintain liquidity. The Asset-Liability Committee (“ALCO”), comprised of the Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Risk Officer and Director of Financial Management, monitors investment activity and ensures that investments are consistent with the Investment Policy. The Board of Directors of the Company reviews investment activity monthly.

The investment securities portfolio increased by an aggregate of $157.9 million, or 47.9%, during 2022. Securities available for sale made up 99.8% of the investment securities portfolio as of December 31, 2022. The following table sets forth the amortized cost and market value of our investment securities portfolio as of the dates indicated.

December 31,
202220212020
(dollars in thousands)Amortized CostMarket ValueAmortized CostMarket ValueAmortized CostMarket Value
Available for sale:
U.S. agency mortgage-backed$355,014$316,832$234,720$233,773$138,669$142,812
Collateralized mortgage obligations91,21786,34531,35631,91274,11275,620
Municipal bonds67,47657,62551,09450,71927,30628,011
U.S. government agency20,60019,3335,6155,6146,2106,255
Corporate bonds6,9806,3835,5005,6142,0002,054
Total available for sale541,287486,518328,285327,632248,297254,752
Held to maturity:
Municipal bonds1,0751,0722,1022,1322,9342,996
Total held to maturity1,0751,0722,1022,1322,9342,996
Total investment securities$542,362$487,590$330,387$329,764$251,231$257,748

The following table sets forth the fixed versus adjustable rate profile of the investment securities portfolio as of the dates indicated. All amounts are shown at amortized cost.

December 31,
(dollars in thousands)202220212020
Fixed rate:
Available for sale$511,960$300,923$230,056
Held to maturity1,0752,1022,934
Total fixed rate513,035303,025232,990
Adjustable rate:
Available for sale29,32727,36218,241
Total adjustable rate29,32727,36218,241
Total investment securities$542,362$330,387$251,231

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The following table sets forth the amount of investment securities which mature during each of the periods indicated and the weighted average yields for each range of maturities as of December 31, 2022. No tax-exempt yields have been adjusted to a tax-equivalent basis. All amounts are shown at amortized cost.

Amounts as of December 31, 2022 which mature in:
(dollars in thousands)One Year or LessAfter One Year Through Five YearsAfter Five Through Ten YearsOver Ten YearsTotal
Available for sale:
U.S. agency mortgage-backed$6,754$56,502$118,815$172,943$355,014
Collateralized mortgage obligations62,5565,49323,16891,217
Municipal bonds2,2195,55925,15434,54467,476
U.S. government agency6,18214,08932920,600
Corporate bonds6,9806,980
Total available for sale8,973130,799170,531230,984541,287
Weighted average yield2.48%2.84%2.26%2.13%2.35%
Held to maturity:
Municipal bonds1,0751,075
Total held to maturity1,0751,075
Weighted average yield%2.11%%%2.11%
Total investment securities$8,973$131,874$170,531$230,984$542,362
Weighted average yield2.48%2.83%2.26%2.13%2.35%

The following table summarizes activity in the Company’s investment securities portfolio during 2022.

(dollars in thousands)Available for SaleHeld to Maturity
Balance, December 31, 2021$327,632$2,102
Purchases238,498
Acquired from Friendswood, at fair value33,411
Sales
Principal maturities, prepayments and calls(57,922)(1,000)
Amortization of premiums and accretion of discounts(985)(27)
Decrease in market value(54,116)
Balance, December 31, 2022$486,518$1,075

As of December 31, 2022, the Company had a net unrealized loss on its available for sale investment securities portfolio of $54.8 million, compared to a net unrealized loss of $653,000 as of December 31, 2021. Management has determined that the declines in the fair value of these securities are due primarily to the rising interest rate environment and were not attributable to credit losses. The Company has the intent and ability to hold the securities until maturity or until anticipated recovery.

Funding Sources

General

Deposits, loan repayments and prepayments, proceeds from investment securities sales, calls, maturities and paydowns, cash flows generated from operations and FHLB advances are our primary, ongoing sources of funds for use in lending, investing and for other general purposes.

Deposits

The Company offers a variety of deposit accounts with a range of interest rates and terms. Our deposits consist of checking, both interest-bearing and noninterest-bearing, money market, savings and certificate of deposit accounts.

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The flow of deposits is influenced significantly by general economic conditions, changes in market interest rates and competition. Our deposits are obtained predominantly from the areas where our branch offices are located. We have historically relied primarily on a high level of customer service and long-standing relationships with customers to attract and retain deposits; however, market interest rates and rates offered by competitors significantly affect our ability to attract and retain deposits.

Total deposits were $2.6 billion as of December 31, 2022, up $97.3 million, or 3.8%, compared to December 31, 2021. Certificates of deposits totaled $335.4 million as of December 31, 2022, up $16.1 million, or 5.0%, compared to December 31, 2021. The following table sets forth the composition of the Company’s deposits as of the dates indicated.

December 31,Increase/(Decrease)
(dollars in thousands)20222021AmountPercent
Demand deposit$904,301$766,385$137,91618.0%
Savings305,871285,72820,1437.0
Money market423,990371,47852,51214.1
NOW663,574792,919(129,345)(16.3)
Certificates of deposit335,445319,33916,1065.0
Total deposits$2,633,181$2,535,849$97,3323.8%

The following table shows the daily average balances of deposits by type and weighted-average rate paid for the periods indicated.

For the Years Ended December 31,
(dollars in thousands)202220212020
AverageBalanceInterestExpenseAverageRate PaidAverageBalanceInterestExpenseAverageRate PaidAverageBalanceInterestExpenseAverageRate Paid
Noninterest-bearing demand deposits$894,103$717,536$581,385
Interest-bearing deposits
Interest-bearing demand deposits313,151$4130.13%274,3593670.13%228,5006100.27%
Savings745,4631,9410.26689,9911,9400.28606,6233,3530.55
Money market accounts441,3671,1870.27353,6435750.16305,0291,3110.43
Certificates of deposit358,7291,6740.47338,4872,3480.69385,3635,7601.49
Total interest-bearing deposits1,858,7105,2150.28%1,656,4805,2300.32%1,525,51511,0340.72%
Total deposits$2,752,813$2,374,016$2,106,900

The total amount of our uninsured deposits (deposits in excess of $250,000, as calculated in accordance with FDIC regulations) were $830.9 million at December 31, 2022 and $820.0 million at December 31, 2021. Certificates of deposit in the amount of $250,000 and over increased $6.2 million, or 9.8%, from $63.2 million at December 31, 2021 to $69.4 million at December 31, 2022. The following table details the remaining maturity of large-denomination certificates of deposit of $250,000 and over as of the dates indicated.

December 31,
(dollars in thousands)202220212020
3 months or less$19,826$19,481$24,321
3 - 6 months13,64613,58615,298
6 - 12 months26,62021,63119,665
12 - 36 months8,0407,3559,004
More than 36 months1,3101,168772
Total certificates of deposit greater than $250,000$69,442$63,221$69,060

Subordinated Debt

On June 30, 2022, the Company issued $55.0 million in aggregate principal amount of its 5.75% Fixed-to-Floating Rate Subordinated Notes (the "Notes") due 2032. The Notes were issued at a price equal to 100% of the aggregate principal amount. The Notes have a stated maturity date of June 30, 2032 and will bear interest at a fixed rate of 5.75% per year from

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and including the issue date to but excluding June 30, 2027. From June 30, 2027, the Notes will bear interest at a floating rate equal to the then current three-month term secured overnight financing rate (“SOFR”), plus 282 basis points. The Notes may be redeemed by the Company, in whole or in part, on or after June 30, 2027. The Notes are intended to qualify as Tier 2 capital for regulatory purposes.

The carrying value of subordinated debt was $54.0 million at December 31, 2022. The subordinated debt was recorded net of issuance costs of $1.1 million at December 31, 2022, which is being amortized using the straight-line method over five years.

Federal Home Loan Bank Advances

Advances from the FHLB may be obtained by the Company upon the security of the common stock it owns in the FHLB and certain real estate loans and investment securities, provided certain standards related to creditworthiness have been met. Such advances are made pursuant to several credit programs, each of which has its own interest rate and range of maturities. Advances from the FHLB may be either short-term, maturities of one year or less, or long-term, maturities in excess of one year.

The Company had $155.0 million short-term FHLB advances as of December 31, 2022, compared to no short-term FHLB advances as of December 31, 2021. Long-term FHLB advances totaled $21.2 million as of December 31, 2022, down $4.8 million, or 18.6%, compared to $26.0 million as of December 31, 2021.

Average FHLB advances were $32.8 million during 2022, up $5.4 million, or 19.9%, from 2021.

Shareholders’ Equity

Shareholders’ equity provides a source of permanent funding, allows for future growth and provides the Company with a cushion to withstand unforeseen adverse developments. At December 31, 2022, shareholders’ equity totaled $330.0 million, down $21.9 million, or 6.2%, compared to $351.9 million at December 31, 2021. The decrease was primarily due to other comprehensive loss, repurchase of shares and dividends paid to shareholders, which were partially offset by the Company’s earnings for the year ended December 31, 2022.

RESULTS OF OPERATIONS

Net income in 2022 was $34.1 million, down $14.5 million, or 29.9%, compared to 2021. Diluted EPS for 2022 was $4.16, down $1.61, or 27.9%, from 2021. The net income in 2022 was significantly impacted by the acquisition of Friendswood, less recognition of PPP lender fees and the provision for loan losses over the comparable period. For the year ended December 31, 2022, the Company provisioned $7.5 million of the allowance for loan losses compared to a reversal of $10.2 million for the year ended December 31, 2021.

Net income in 2021 was $48.6 million, up $23.9 million, or 96.3%, compared to 2020. Diluted EPS for 2021 was $5.77, up $2.92, or 102.5% from 2020. The net income in 2021 was significantly impacted by the reversal of provision for loan losses primarily due to improvement in our assessment of the economic impact of the COVID-19 pandemic over the prior year and the recognition of PPP lender fees.

Net Interest Income

Net interest income is the difference between the interest income earned on interest-earning assets, such as loans and investment securities, and the interest expense paid on interest-bearing liabilities, such as deposits and borrowings. Our net interest income is largely determined by our net interest spread, which is the difference between the average yield earned on interest-earning assets and the average rate paid on interest-bearing liabilities, and the relative amounts of interest-earning assets and interest-bearing liabilities. The Company’s net interest spread was 3.78%, 3.76% and 3.72% for the years ended December 31, 2022, 2021, and 2020, respectively.

Net interest income totaled $118.0 million in 2022, up $17.0 million, or 16.9%, compared to $101.0 million in 2021. The increase was primarily due to the addition of Friendswood's interest-earning assets. Total interest expense increased $2.0 million, or 33.9%, in 2022 compared to 2021 primarily related to subordinated debt issued on June 30, 2022. The average cost of total interest-bearing deposits decreased by 4 basis points to 0.28% in 2022.

The Company recognized $1.2 million and $11.4 million of PPP lender fees in loan interest income in 2022 and 2021, respectively. The remaining balance of $94,000 in deferred lender fees at December 31, 2022 will be amortized into interest income over the remaining life of the PPP loans. Outstanding PPP loans positively impacted the average loan yield by 2 basis points and the net interest margin by 2 basis points during 2022.

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In 2021, net interest income totaled $101.0 million, up $8.8 million, or 9.5%, compared to $92.2 million in 2020. The increase in net interest income for 2021 compared to 2020 was primarily due to lower deposit costs and an increase in loan income primarily due to PPP loans during 2021. Total interest expense on deposits decreased $5.8 million, or 52.6%, in 2021 compared to 2020. The average cost of total interest-bearing deposits in 2021 totaled 0.32%, down 40 basis points from 2020.

The Company’s net interest margin, which is net interest income as a percentage of average interest-earning assets, was 3.92%, 3.88%, and 3.96% during the years ended December 31, 2022, 2021, and 2020, respectively.

The following table sets forth, for the periods indicated, information regarding (i) the total dollar amount of interest income to the Company from interest-earning assets and the resultant average yields; (ii) the total dollar amount of interest expense on interest-bearing liabilities and the resultant average rate; (iii) net interest income; (iv) net interest spread; and (v) net interest margin. Information is based on average monthly balances during the indicated periods. Taxable equivalent (“TE”) yields have been calculated using a marginal tax rate of 21%.

For the Years Ended December 31,
(dollars in thousands)202220212020
Average BalanceInterestAverage Yield/ RateAverage BalanceInterestAverage Yield/ RateAverage BalanceInterestAverage Yield/ Rate
Interest-earning assets:
Loans receivable(1)$2,174,967$112,6605.12%$1,925,767$101,5775.22%$1,905,288$99,1065.14%
Investment securities(TE)
Taxable455,7579,6472.12263,4594,3011.63240,1614,2281.76
Tax-exempt24,3714812.5019,5063392.2014,3043352.96
Total investment securities480,12810,1282.14282,9654,6401.67254,4654,5631.83
Other interest-earning assets325,4293,1420.97367,2416850.19142,1714600.32
Total interest-earning assets(TE)2,980,524125,9304.192,575,973106,9024.112,301,924104,1294.48
Noninterest-earning assets198,338189,905189,688
Total assets$3,178,862$2,765,878$2,491,612
Interest-bearing liabilities:
Deposits:
Savings, checking and money market$1,499,981$3,5410.24%$1,317,993$2,8820.22%$1,140,152$5,2740.46%
Certificates of deposit358,7291,6740.47338,4872,3480.69385,3635,7601.49
Total interest-bearing deposits1,858,7105,2150.281,656,4805,2300.321,525,51511,0340.72
Other borrowings5,6032133.805,5812123.815,5392123.83
Subordinated debt27,3961,7106.24
FHLB advances32,7627772.3627,3194711.7245,0656721.49
Total interest-bearing liabilities1,924,4717,9150.411,689,3805,9130.351,576,11911,9180.76
Noninterest-bearing liabilities918,937738,491599,362
Total liabilities2,843,4082,427,8712,175,481
Shareholders’ equity335,454338,007316,131
Total liabilities and shareholders’ equity$3,178,862$2,765,878$2,491,612
Net interest-earning assets$1,056,053$886,593$725,805
Net interest income; net interest spread(TE)$118,0153.78%$100,9893.76%$92,2113.72%
Net interest margin(TE)3.92%3.88%3.96%

(1)Nonperforming loans are included in the respective average loan balances, net of deferred fees, discounts and loans in process. Acquired loans were recorded at fair value upon acquisition and accrete interest income over the remaining life of the respective loans.

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The following table displays the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities. The table distinguishes between (i) changes attributable to volume (changes in average volume between periods times prior year rate), (ii) changes attributable to rate (changes in average rate between periods times prior year volume) and (iii) total increase (decrease).

2022 Compared to 2021Change Attributable To2021 Compared to 2020Change Attributable To
(dollars in thousands)RateVolumeTotal Increase (Decrease)RateVolumeTotal Increase (Decrease)
Interest income:
Loans receivable$4,086$6,997$11,083$1,320$1,151$2,471
Investment securities2,5052,9835,488(84)16177
Other interest-earning assets1,5998582,457(4)229225
Total interest income8,19010,83819,0281,2321,5412,773
Interest expense:
Savings, checking and money market accounts314345659(1,645)(747)(2,392)
Certificates of deposit(451)(223)(674)(2,006)(1,406)(3,412)
Other borrowings11
Subordinated debt1,7101,710
FHLB advances157149306(81)(120)(201)
Total interest expense201,9822,002(3,732)(2,273)(6,005)
Increase (decrease) in net interest income$8,170$8,856$17,026$4,964$3,814$8,778

Interest income includes interest income earned on earning assets as well as applicable loan fees earned. Interest income that would have been earned on nonaccrual loans had they been on accrual status is not included in the data reported above.

Provision for Loan Losses

For the year ended December 31, 2022, the Company provisioned $7.5 million of the allowance for loan losses compared to a reversal of $10.2 million and a provision of $12.7 million for 2021 and 2020, respectively. The provision for loan losses during 2022 reflected our assessment of the change in expected losses due primarily to the acquisition of Friendswood's loan portfolio and organic loan growth.

Net charge-offs were $694,000 for 2022, compared to net charge-offs of $1.7 million and $2.3 million for 2021 and 2020, respectively. Net loan charge-offs for 2022 were primarily attributable to an originated commercial and industrial loan and one acquired Friendswood commercial relationship. Charge-offs during 2021 were primarily attributable to an acquired hotel loan and one originated commercial relationship, both of which were nonperforming prior to the COVID-19 crisis.

Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition - Allowance for Credit Losses" provides more information on the changes in the ALL and ACL.

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Noninterest Income

The following table illustrates the primary components of noninterest income for the years indicated.

(dollars in thousands)202220212022 vs 2021Percent Increase (Decrease)20202021 vs 2020Percent Increase (Decrease)
Noninterest income:
Service fees and charges$4,920$4,7024.6%$4,6461.2%
Bank card fees6,2795,9355.84,86821.9
Gain on sale of loans, net6632,518(73.7)2,925(13.9)
Income from bank-owned life insurance9152,603(64.8)994161.9
Gain (loss) on sale of assets, net26(504)(105.2)(11)4,481.8
Other income1,0821,0176.488315.2
Total noninterest income$13,885$16,271(14.7)%$14,30513.7%

2022 compared to 2021

Noninterest income for 2022 totaled $13.9 million, down $2.4 million, or 14.7%, compared to 2021. Income from BOLI for 2022 was down $1.7 million, or 64.8%, from 2021 primarily due to the recognition of a life insurance benefit of $1.7 million following the death of an employee during the third quarter of 2021.

Income from bank card fees for 2022 was up $344,000, or 5.8%, from 2021 primarily due to to increased transaction activity by our cardholders.

Gain on sale of loans for 2022 decreased $1.9 million, or 73.7%, compared to 2021. The origination of mortgage loans held for sale slowed in 2022 due to the current rate environment.

Gains on the sale of assets for 2022 totaled $26,000 compared to losses on the sale of assets of $504,000 during 2021. During the second quarter of 2021, the Company sold and leased back one of its Mississippi branch locations. The sale transferred control to the buyer-lessor and all losses totaling $457,000 were recognized at the time of the sale. The sale/leaseback has reduced the operating expenses related to this branch office.

2021 compared to 2020

Noninterest income for 2021 totaled $16.3 million, up $2.0 million, or 13.7%, compared to 2020. Income from BOLI for 2021 was up $1.6 million, or 161.9%, from 2020 primarily due to the recognition of a life insurance benefit of $1.7 million following the death of an employee during the third quarter of 2021.

Income from bank card fees for 2021 was up $1.1 million, or 21.9%, from 2020 primarily due to to increased transaction activity by our cardholders.

Losses on the sale of assets for 2021 totaled $504,000. This was an increase in losses of $493,000 from 2020. The losses on the sale of assets in 2021 primarily reflect a $547,000 loss recognized during the second quarter of 2021 upon the sale/leaseback transaction on one of its Mississippi branch locations referenced above.

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Noninterest Expense

The following table illustrates the primary components of noninterest expense for the years indicated.

(dollars in thousands)202220212022 vs 2021Percent Increase (Decrease)20202021 vs 2020Percent Increase (Decrease)
Noninterest expense:
Compensation and benefits$47,750$39,15122.0%$37,9353.2%
Occupancy8,7156,97025.06,7942.6
Marketing and advertising2,2631,87121.01,13265.3
Data processing and communication9,3078,5009.57,34315.8
Professional services1,7401,17847.785238.3
Forms, printing and supplies76664418.96253.0
Franchise and shares tax2,1081,47542.91,487(0.8)
Regulatory fees2,1221,31761.11,377(4.4)
Foreclosed assets, net52345315.5505(10.3)
Amortization of acquisition intangible1,6021,16337.71,360(14.5)
Provision for credit losses on unfunded commitments278390(28.7)
Other expenses4,7353,87022.43,5718.4
Total noninterest expense$81,909$66,98222.3%$62,9816.4%

2022 compared to 2021

Noninterest expense for 2022 totaled $81.9 million, up $14.9 million, or 22.3%, from 2021. Noninterest expense for 2022 and 2021 included merger-related expenses from the Friendswood acquisition totaling $2.0 million and $299,000 (pre-tax), respectively. The increase in noninterest expense in 2022 primarily reflects the overall growth of the Company's employee base and higher occupancy, data processing and regulatory costs due to the Friendswood acquisition. In addition, occupancy costs increased by $1.7 million in 2022 compared to 2021, primarily reflecting costs related to the additional offices in the Houston market area acquired in the Friendswood acquisition.

2021 compared to 2020

Noninterest expense for 2021 totaled $67.0 million, up $4.0 million, or 6.4%, from 2020.

Compensation and benefits expense for 2021 was up $1.2 million, or 3.2% compared to 2020 primarily due to increased health insurance costs, salaries and compensation expense related to the Company's ESOP driven primarily by the increase in market value of shares of the Company's common stock held by the ESOP.

Data processing and communication expense for 2021 was up $1.2 million, or 15.8%, compared to 2020 primarily due to a general increase in the cost of software and data processing, increased costs related to higher PPP loan origination volume as well as costs related to the implementation of enhancements to our lending software.

Marketing and advertising expense for 2021 was up $739,000, or 65.3%, compared to 2020 primarily due to an increase in donations and general advertising activities.

Professional fees for 2021 were up $326,000, or 38.3%, compared to 2020 primarily due to merger-related expenses.

Income Taxes

For the years ended December 31, 2022, 2021 and 2020, the Company incurred income tax expense of $8.4 million, $11.8 million and $6.0 million, respectively. The Company’s effective tax rate was 19.8%, 19.6% and 19.6% for 2022, 2021 and 2020, respectively.

The Company's effective tax rate in 2022 increased compared to 2021 due to the absence of certain non-recurring transactions. During 2021, the Company recognized a life insurance benefit of $1.7 million following the death of an employee during the third quarter of 2021. The Company's effective tax rate in 2021 remained consistent with 2020.

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LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of funds are from deposits, amortization of loans, loan prepayments and the maturity of loans, investment securities and other investments and other funds provided from operations. While scheduled payments from the amortization of loans and investment securities and maturing investment securities are relatively predictable sources of funds, deposit flows and loan prepayments can be greatly influenced by general interest rates, economic conditions and competition. We also maintain excess funds in short-term, interest-bearing assets that provide additional liquidity.

We use our liquidity to fund existing and future loan commitments, to fund maturing certificates of deposit and demand deposit withdrawals, to invest in other interest-earning assets and to meet operating expenses. At December 31, 2022, certificates of deposit maturing within the next 12 months totaled $259.1 million. Based upon historical experience, we anticipate that a significant portion of the maturing certificates of deposit will be redeposited with us.

In addition to cash flows from loan and securities payments and prepayments as well as from sales of available for sale securities, we have significant borrowing capacity available to fund liquidity needs. In recent years, we have utilized borrowings as a cost efficient addition to deposits as a source of funds. Our borrowings consist of advances from the FHLB, of which we are a member. Under terms of the collateral agreement with the FHLB, we may pledge residential mortgage loans and mortgage-backed securities as well as our stock in the FHLB as collateral for such advances. For the year ended December 31, 2022, the average balance of our outstanding FHLB advances was $32.8 million. At December 31, 2022, we had $176.2 million in outstanding FHLB advances and $937.4 million in additional FHLB advances available to us.

Liquidity management is both a daily and long-term function of business management. Excess liquidity is generally invested in short-term investments such as overnight deposits. On a longer-term basis, the Company maintains a strategy of investing in various lending and investment security products. The Company uses its sources of funds primarily to meet its ongoing commitments and fund loan commitments. The Company has been able to generate sufficient cash through its deposits, as well as borrowings, and anticipates it will continue to have sufficient funds to meet its liquidity requirements.

ASSET/ LIABILITY MANAGEMENT AND MARKET RISK

The objective of asset/liability management is to implement strategies for the funding and deployment of the Company’s financial resources that are expected to maximize soundness and profitability over time at acceptable levels of risk. Interest rate sensitivity is the potential impact of changing rate environments on both net interest income and cash flows. The Company measures its interest rate sensitivity over the near term primarily by running net interest income simulations.

Our interest rate sensitivity is also monitored by management through the use of models which generate estimates of the change in its net interest income over a range of interest rate scenarios. Based on the Company’s interest rate risk model, the table below sets forth the results of immediate and sustained changes in interest rates as of December 31, 2022.

Shift in Interest Rates (in bps)% Change in Projected Net Interest Income
+3005.3%
+2003.7
+1001.9
-100(2.4)

The actual impact of changes in interest rates will depend on many factors. These factors include the Company’s ability to achieve expected growth in interest-earning assets and maintain a desired mix of interest-earning assets and interest-bearing liabilities, the actual timing of asset and liability repricing, the magnitude of interest rate changes and corresponding movement in interest rate spreads and the level of success of asset/liability management strategies.

Market risk is the risk of loss from adverse changes in market prices and rates. Our market risk arises primarily from the interest rate risk, which is inherent in our lending and deposit taking activities. To that end, management actively monitors and manages interest rate risk exposure. In addition to market risk, our primary risk is credit risk on our loan portfolio. We attempt to manage credit risk through our loan underwriting and oversight policies.

The principal objective of our interest rate risk management function is to evaluate the interest rate risk embedded in certain balance sheet accounts, determine the level of risk appropriate given our business strategy, operating environment, capital and liquidity requirements, performance objectives and interest rate environment and manage the risk consistent with approved guidelines. We seek to manage our exposure to risks from changes in interest rates while at the same time trying to

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improve our net interest spread. We monitor interest rate risk as such risk relates to our operating strategies. ALCO is responsible for reviewing our asset/liability and investment policies and interest rate risk position. ALCO meets at least quarterly. The extent of the movement of interest rates is an uncertainty that could have a negative impact on future earnings.

We primarily have utilized the following strategies in our efforts to manage interest rate risk:

•we have increased our originations of shorter term loans, particularly commercial real estate and commercial and industrial loans;

•we generally sell our conforming long-term (30-year) fixed-rate single-family residential mortgage loans into the secondary market; and

•we have invested in securities, consisting primarily of mortgage-backed securities and collateral mortgage obligations, with relatively short average lives, generally three to five years, and we maintain adequate amounts of liquid assets.

In addition to the strategies above, on occasion the Company has entered into certain interest rate swap agreements as part of its interest rate risk management strategy. The Company’s objectives in using interest rate derivatives are to manage its exposure to interest rate movements. During 2022 and 2021, such derivatives were used to hedge the variable cost associated with existing variable rate liabilities. Refer to Note 14. Derivatives and Hedging Activities of the Consolidated Financial Statements for more information on the effects of the derivative financial instruments on the consolidated financial statements.

To meet the financing needs of its customers, the Company issues financial instruments which represent conditional obligations that are not recognized, wholly or in part, in the statements of financial condition. These financial instruments include commitments to extend credit and standby letters of credit. Such instruments expose the Company to varying degrees of credit and interest rate risk in much the same way as funded loans. The same credit policies are used in these commitments as for on-balance sheet instruments. The Company’s exposure to credit losses from these financial instruments is represented by their contractual amounts.

The following table summarizes our outstanding commitments to originate loans and to advance additional amounts pursuant to outstanding letters of credit, lines of credit and the undisbursed portion of construction loans as of December 31 of the years indicated.

Contract Amount
(dollars in thousands)20222021
Standby letters of credit$6,969$5,075
Available portion of lines of credit367,167320,611
Undisbursed portion of loans in process194,182142,048
Commitments to originate loans164,682153,487

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 be drawn upon, the total commitment amounts generally represent future cash requirements.

Unfunded commitments under commercial lines of credit and revolving credit lines are commitments for possible future extensions of credit to existing customers. These lines of credit usually do not contain a specified maturity date and may not be drawn upon to the total extent to which the Company is committed.

The Company is subject to certain claims and litigation arising in the ordinary course of business. In the opinion of management, after consultation with legal counsel, the ultimate disposition of these matters is not expected to have a material effect on the financial position or results of operations of the Company.

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The following table summarizes our outstanding commitments to originate loans and to advance additional amounts pursuant to outstanding letters of credit, lines of credit and the undisbursed portion of construction loans as of December 31, 2022.

(dollars in thousands)Less Than One YearOne to Three YearsThree to Five YearsOver Five YearsTotal
Unused commercial lines of credit$133,253$67,935$33,791$13,009$247,988
Unused personal lines of credit37,91412,1397,98661,140119,179
Undisbursed portion of loans in process65,09928,19460,16740,722194,182
Standby letters of credit6,874956,969
Commitments to originate loans157,2387,444164,682
Total$400,378$115,807$101,944$114,871$733,000

The Company has utilized leasing arrangements to support the ongoing activities of the Company. The required payments under such commitments and other contractual cash commitments as of December 31, 2022 are shown in the following table.

(dollars in thousands)20232024202520262027ThereafterTotal
Operating leases$1,320$1,206$877$890$904$9,967$15,164
Certificates of deposit259,05156,7108,3285,6893,5062,161335,445
Subordinated debt55,00055,000
Long-term FHLB advances3,0124,17610,6093,41621,213
Total$263,383$62,092$19,814$9,995$4,410$67,128$426,822

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