grepcent / static financial knowledge base

HOME BANCORP, INC. (HBCP)

CIK: 0001436425. SIC: 6036 Savings Institutions, Not Federally Chartered. Latest 10-K as of: 2026-03-06.

SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6036 Savings Institutions, Not Federally Chartered

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1436425. Latest filing source: 0001628280-26-015669.

Informational only - descriptive public-record data, not investment advice.

Business

Read HBCP's verbatim Item 1 Business section from its latest 10-K: Business.

Risk Factors

Read HBCP's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue193,772,000USD20252026-03-06
Net income46,062,000USD20252026-03-06
Assets3,492,626,000USD20252026-03-06

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001436425.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Download these verified figures (annual + quarterly, with per-value filing provenance): JSON · CSV

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric2016201720182019202020212022202320242025
Revenue67,684,00074,398,000102,312,000102,208,000104,129,000106,902,000125,930,000163,663,000184,767,000193,772,000
Net income16,008,00016,824,00031,590,00027,932,00024,765,00048,621,00034,072,00040,240,00036,427,00046,062,000
Diluted EPS2.252.283.403.052.855.774.164.994.555.87
Operating cash flow20,488,00024,752,00047,128,00043,938,00049,030,00055,715,00051,199,00041,356,00048,731,00054,508,000
Capital expenditures4,112,0001,915,0005,010,0003,840,0002,147,0002,472,0002,706,0002,022,0004,057,00010,166,000
Dividends paid2,988,0004,070,0006,706,0007,898,0007,903,0007,867,0007,777,0008,222,0008,189,0008,988,000
Share buybacks357,00070,0001,194,00015,445,00014,013,0008,900,00011,333,0005,259,0004,774,00014,355,000
Assets1,556,732,0332,228,121,0002,153,658,0002,200,465,0002,591,850,0002,938,244,0003,228,280,0003,320,122,0003,443,668,0003,492,626,000
Liabilities1,376,889,0091,950,250,0001,849,618,0001,884,136,0002,270,008,0002,586,341,0002,898,326,0002,952,678,0003,047,580,0003,057,532,000
Stockholders' equity179,843,000277,871,000304,040,000316,329,000321,842,000351,903,000329,954,000367,444,000396,088,000435,094,000
Free cash flow16,376,00022,837,00042,118,00040,098,00046,883,00053,243,00048,493,00039,334,00044,674,00044,342,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric2016201720182019202020212022202320242025
Net margin23.65%22.61%30.88%27.33%23.78%45.48%27.06%24.59%19.72%23.77%
Return on equity8.90%6.05%10.39%8.83%7.69%13.82%10.33%10.95%9.20%10.59%
Return on assets1.03%0.76%1.47%1.27%0.96%1.65%1.06%1.21%1.06%1.32%
Liabilities / equity7.667.026.085.967.057.358.788.047.697.03

Industry Peer Context

Each number-line places HBCP against the min, median, and max of latest reported values among companies in the same SIC industry when at least three peers report that ratio.

Net margin peer context

HBCP Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6036; peer count 16.HBCP Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6036; peer count 16.16 SIC peersMin -4.0%Median 17.7%Max 28.8%HBCP 23.8%

ROE peer context

HBCP ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6036; peer count 16.HBCP ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6036; peer count 16.16 SIC peersMin -2.2%Median 7.3%Max 13.0%HBCP 10.6%

ROA peer context

HBCP ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6036; peer count 16.HBCP ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6036; peer count 16.16 SIC peersMin -0.2%Median 1.0%Max 2.2%HBCP 1.3%

Financial Bridges

Waterfall figures reconcile reported SEC companyfacts components. Missing bridges are omitted when required components are not present for the same fiscal year.

Free cash flow = operating cash flow - capital expenditures

HBCP FY2025 free cash flow bridge from reported figures.HBCP FY2025 free cash flow bridge from reported figures.HBCP free cash flow bridgeFY2025: operating cash flow less capital expendituresSource: SEC companyfacts FY2025.Free cash flow bridgeReported amount$0.0B$125.0M$250.0M$54.5MOperating cash flow-$10.2MCapex$44.3MFree cash flow

Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001628280-26-015669; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001628280-26-015669; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0001628280-26-015669; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment

Financial Charts

HBCP revenue, last 5 periods. Source: SEC companyfacts FY2025.HBCP revenue, last 5 periods. Source: SEC companyfacts FY2025.HBCP RevenueLatest point: FY2025 = $193.8MSource: SEC companyfacts FY2025.Fiscal yearReported revenue$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-015669; filed 2026-03-06. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.

HBCP net income, last 5 periods. Source: SEC companyfacts FY2025.HBCP net income, last 5 periods. Source: SEC companyfacts FY2025.HBCP Net incomeLatest point: FY2025 = $46.1MSource: SEC companyfacts FY2025.Fiscal yearNet income$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-015669; filed 2026-03-06. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

HBCP diluted eps, last 5 periods. Source: SEC companyfacts FY2025.HBCP diluted eps, last 5 periods. Source: SEC companyfacts FY2025.HBCP Diluted EPSLatest point: FY2025 = $5.87/shareSource: SEC companyfacts FY2025.Fiscal yearDiluted EPS (USD/share)$0.00/share$4.00/share$8.00/shareFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-015669; filed 2026-03-06. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

HBCP operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.HBCP operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.HBCP Operating cash flowLatest point: FY2025 = $54.5MSource: SEC companyfacts FY2025.Fiscal yearOperating cash flow$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-015669; filed 2026-03-06. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

HBCP capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.HBCP capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.HBCP Capital expendituresLatest point: FY2025 = $10.2MSource: SEC companyfacts FY2025.Fiscal yearCapital expenditures$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-015669; filed 2026-03-06. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

HBCP dividends paid, last 5 periods. Source: SEC companyfacts FY2025.HBCP dividends paid, last 5 periods. Source: SEC companyfacts FY2025.HBCP Dividends paidLatest point: FY2025 = $9.0MSource: SEC companyfacts FY2025.Fiscal yearDividends paid$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-015669; filed 2026-03-06. Concept: PaymentsOfDividendsCommonStock. Source concepts: us-gaap:PaymentsOfDividendsCommonStock.

HBCP share buybacks, last 5 periods. Source: SEC companyfacts FY2025.HBCP share buybacks, last 5 periods. Source: SEC companyfacts FY2025.HBCP Share buybacksLatest point: FY2025 = $14.4MSource: SEC companyfacts FY2025.Fiscal yearShare buybacks$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-015669; filed 2026-03-06. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.

HBCP assets, last 5 periods. Source: SEC companyfacts FY2025.HBCP assets, last 5 periods. Source: SEC companyfacts FY2025.HBCP AssetsLatest point: FY2025 = $3.5BSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$2.0B$4.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-015669; filed 2026-03-06. Concept: Assets. Source concepts: us-gaap:Assets.

HBCP liabilities, last 5 periods. Source: SEC companyfacts FY2025.HBCP liabilities, last 5 periods. Source: SEC companyfacts FY2025.HBCP LiabilitiesLatest point: FY2025 = $3.1BSource: SEC companyfacts FY2025.Fiscal yearLiabilities$0.0B$2.0B$4.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-015669; filed 2026-03-06. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

HBCP stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.HBCP stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.HBCP Stockholders' equityLatest point: FY2025 = $435.1MSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-015669; filed 2026-03-06. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

HBCP free cash flow, last 5 periods. Source: SEC companyfacts FY2025.HBCP free cash flow, last 5 periods. Source: SEC companyfacts FY2025.HBCP Free cash flowLatest point: FY2025 = $44.3MSource: SEC companyfacts FY2025.Fiscal yearFree cash flow$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001628280-26-015669; filed 2026-03-06. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001436425.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q22022-06-301.03reported discrete quarter
2022-Q32022-09-301.28reported discrete quarter
2023-Q12023-03-311.39reported discrete quarter
2023-Q22023-06-3040,071,0009,781,0001.21reported discrete quarter
2023-Q32023-09-3042,078,0009,754,0001.22reported discrete quarter
2023-Q42023-12-3143,399,0009,385,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-3144,126,0009,199,0001.14reported discrete quarter
2024-Q22024-06-3045,458,0008,118,0001.02reported discrete quarter
2024-Q32024-09-3047,379,0009,437,0001.18reported discrete quarter
2024-Q42024-12-3147,804,0009,673,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-3147,201,00010,964,0001.37reported discrete quarter
2025-Q22025-06-3048,629,00011,330,0001.45reported discrete quarter
2025-Q32025-09-3049,222,00012,357,0001.59reported discrete quarter
2025-Q42025-12-3148,720,00011,411,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-3147,740,00011,360,0001.45reported discrete quarter

Quarterly Charts

HBCP quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.HBCP quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.HBCP Quarterly RevenueLatest point: 2026-Q1 = $47.7MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Revenue$0.0B$125.0M$250.0M2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-031198; filed 2026-05-06. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.

HBCP quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.HBCP quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.HBCP Quarterly Net incomeLatest point: 2026-Q1 = $11.4MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Net income$0.0B$125.0M$250.0M2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-031198; filed 2026-05-06. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

HBCP quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.HBCP quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.HBCP Quarterly Diluted EPSLatest point: 2026-Q1 = $1.45/shareSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Diluted EPS (USD/share)$0.00/share$1.00/share$2.00/share2022-Q22022-Q32023-Q12023-Q22023-Q32024-Q12024-Q22024-Q32025-Q12025-Q22025-Q32026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0001628280-26-031198; filed 2026-05-06. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001628280-26-031198.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-05-06. Report date: 2026-03-31.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The purpose of this discussion and analysis is to focus on significant changes in the financial condition of the Company and the Bank from December 31, 2025 through March 31, 2026 and on its results of operations for the three months ended March 31, 2026 and 2025. This discussion and analysis is intended to highlight and supplement information presented elsewhere in this quarterly report on Form 10-Q, particularly the consolidated financial statements and related notes appearing in Item 1.

Forward-Looking Statements

To the extent that statements in this Form 10-Q relate to future plans, objectives, financial results or performance of the Company or Bank, these statements are deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements, which are based on management’s current information, estimates and assumptions and the current economic environment, are generally identified by the use of words such as “plan”, “believe”, “expect”, “intend”, “anticipate”, “estimate”, “project” or similar expressions, or by future or conditional terms such as “will”, “would”, “should”, “could”, “may”, “likely”, “probably”, or “possibly”. The Company’s or the Bank’s actual strategies and results in future periods may differ materially from those currently expected due to various risks and uncertainties. Certain risks, uncertainties and other factors, including those set forth under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2025 and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K, may cause actual results to differ materially from the results discussed in the forward-looking statements appearing in this discussion and analysis and may include factors such as, but not limited to, our lending activities, our use of municipal deposits as a source of funds, credit quality and risk, industry and technological changes, cyber incidents or other failures, disruptions or security breaches, interest rates, commercial and residential real estate values, economic and market conditions in the markets we operate in or generally in the United States, funds availability, accounting estimates and risk management processes, legislative and regulatory changes, the fair values of our acquired assets and our investment securities portfolio, business strategy execution, key personnel, competition, mortgage markets, fraud, environmental liability and severe weather, natural disasters, acts of war or terrorism or other external events. The Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

EXECUTIVE OVERVIEW

The Company reported net income for the first quarter of 2026 of $11.4 million, or $1.45 diluted EPS, up $396,000, or 3.6%, compared to the first quarter of 2025. Net income for the first quarter of 2025 totaled $11.0 million, or $1.37 diluted EPS.

Key components of the Company’s performance during the three months ended March 31, 2026 include:

•Assets increased $62.0 million, or 1.8%, from December 31, 2025 to $3.6 billion at March 31, 2026.

•Total loans were $2.7 billion at March 31, 2026, down $15.9 million, or 0.6%, from December 31, 2025.

•During the three months ended March 31, 2026, the Company provisioned $922,000 to the allowance for loan losses, primarily due an increase in individually impaired loan reserves, partially offset by loan reduction. During the three months ended March 31, 2025, the Company provisioned $394,000 to the allowance for loan losses.

•The ALL totaled $33.7 million, or 1.23% of total loans, at March 31, 2026 compared to $33.1 million, or 1.21% of total loans, at December 31, 2025. The ACL, which is comprised of the allowance for loan losses plus the allowance for unfunded lending commitments, totaled $35.3 million, or 1.29% of total loans, at March 31, 2026 compared to $34.8 million, or 1.27% of total loans, at December 31, 2025.

•Nonperforming assets increased $3.8 million, or 10.5%, from $36.1 million, or 1.03% of total assets, at December 31, 2025 to $39.9 million, or 1.12% of total assets, at March 31, 2026. The increase in nonperforming assets during the first quarter of 2026 was primarily attributable to several loan relationships, including one relationship with an outstanding balance of $1.4 million, which were placed on nonaccrual status during the quarter, partially offset by loan paydowns and payoffs.

•Total deposits amounted to $3.0 billion at March 31, 2026, an increase of $54.0 million, or 1.8%, from December 31, 2025.

31

•The net interest margin was 4.16% for the three months ended March 31, 2026, up 25 bps from the three months ended March 31, 2025. The increase was primarily due to a decline in the average cost of interest-bearing liabilities.

•The average rate paid on total interest-bearing deposits was 2.29% for the first quarter of 2026, which was down 22 bps from the first quarter of 2025.

•Total interest expense for the first quarter of 2026 was $13.3 million, down $2.2 million, or 14.2%, compared to the first quarter of 2025, primarily due to a decrease in FHLB borrowing interest.

•Noninterest income for the first quarter of 2026 was $3.7 million, down $271,000, or 6.8%, compared to the first quarter of 2025, primarily due to decreases in other income (down $266,000) and gain on sale of loans (down $147,000), which were partially offset by an increase in service fees and charges (up $128,000).

•Noninterest expense for the first quarter of 2026 was $22.9 million, up $1.4 million, or 6.3%, compared to the first quarter of 2025, primarily due to increases in compensation and benefits (up $1.1 million) and other expenses (up $786,000), which were partially offset by decreases in foreclosed assets (down $173,000), franchise and shares tax (down $136,000), and occupancy expense (down $132,000).

FINANCIAL CONDITION

Loans, Allowance for Credit Losses and Asset Quality

Loans

Total loans at March 31, 2026 were $2.7 billion, down $15.9 million, or 0.6%, from December 31, 2025.

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

(dollars in thousands)March 31, 2026December 31, 2025Increase/(Decrease)
Real estate loans:
One-to four-family first mortgage$476,079$493,446$(17,367)(3.5)%
Home equity loans and lines91,55092,574(1,024)(1.1)
Commercial real estate1,182,5011,190,388(7,887)(0.7)
Construction and land340,057329,22710,8303.3
Multi-family residential179,982177,8252,1571.2
Total real estate loans2,270,1692,283,460(13,291)(0.6)%
Other loans:
Commercial and industrial428,075430,517(2,442)(0.6)
Consumer29,90230,046(144)(0.5)
Total other loans457,977460,563(2,586)(0.6)
Total loans$2,728,146$2,744,023$(15,877)(0.6)%

Allowance for Credit Losses

The ACL which equals the sum of the ALL and the ACL on unfunded lending commitments, is established through provisions for credit losses. Management recalculates the ACL at least quarterly to reassess the estimate of credit losses for the total portfolio at the relevant reporting date. Under ASC Topic 326, the ACL is measured on a pool basis when similar risk characteristics exist. For each pool of loans, management also evaluates and applies qualitative adjustments to the calculated ACL based on several factors, 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 NPAs, 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.

The ACL policy described above is supplemented by periodic reviews and validations performed by independent loan reviewers. The results of the reviews are reported to the Audit Committee of the Board of Directors. The establishment of the ACL is significantly affected by management judgment. There is likelihood that different amounts would be reported under different conditions or assumptions. Federal regulatory agencies, as an integral part of their examination process, periodically

32

review our ACL. Such agencies may require management to make additional provisions for estimated losses based upon judgments different from those of management.

We continue to monitor and modify our ACL as conditions warrant. No assurance can be given that our level of ACL will cover all of the losses on our loans or that future adjustments to the ACL will not be necessary if economic and other conditions differ substantially from the assumptions used by management to determine the current level of the ACL.

At March 31, 2026, the ALL totaled $33.7 million, or 1.23% of total loans, up $538,000 from $33.1 million, or 1.21% of total loans, at December 31, 2025. During the three months ended March 31, 2026, the Company provisioned $922,000 to the allowance loan losses primarily due to an increase in individually impaired loan reserves, partially offset by loan reduction. Net loan charge-offs totaled $384,000 for the three months ended March 31, 2026.

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.

Under our allowance policy, credit losses are measured on a pool basis when similar risk characteristics exist. Loans that do not share similar risk characteristics are individually evaluated for credit losses and are excluded from the pooled loan analysis. At least quarterly, management evaluates the loan portfolio to determine which loans should be individually evaluated for credit losses. Management's evaluation involves an analysis of larger (i.e., credit relationships with aggregate balances of $500,000 or greater) commercial real estate loans, multi-family resi

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-03-06. Report date: 2025-12-31.

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 2025 of $46.1 million, or $5.87 diluted EPS compared to $36.4 million, or $4.55 diluted EPS, reported for 2024. Key components of the Company's performance in 2025 are summarized below.

•Assets increased $49.0 million, or 1.4%, from December 31, 2024 to $3.5 billion at December 31, 2025.

•Loans increased by $25.8 million, or 1.0%, from December 31, 2024 to $2.7 billion at December 31, 2025.

•During the year ended December 31, 2025, the Company provisioned $1.1 million of the allowance for loan losses compared to a $2.4 million provisioned for the year ended December 31, 2024.

•The allowance for loan losses ("ALL") totaled $33.1 million, or 1.21% of total loans, at December 31, 2025. The allowance for credit losses ("ACL"), which is comprised of the allowance for loan losses plus the allowance for unfunded lending commitments, totaled $34.8 million, or 1.27% of total loans, at December 31, 2025.

•Total deposits increased $192.1 million, or 6.9%, from December 31, 2024 to $3.0 billion at December 31, 2025, primarily due to increases in certificate of deposits, money market accounts, and demand deposit accounts.

•The Company repurchased 321,590 shares of common stock at an average price of $44.30 per share during 2025.

•The net interest margin was 4.03% for the year ended December 31, 2025, up 32 bps compared to 2024, primarily due to a decline in the average cost of interest-bearing liabilities and an increase in the average yield earned on interest-earning assets during 2025.

•The average rate paid on total interest-bearing deposits during 2025 was 2.53%, down 13 bps compared to 2024.

•Noninterest income increased $836,000, or 5.7%, in 2025 compared to 2024, primarily due to an increase in gain on sale of loans, service fees and charges, and bank card fees, which were partially offset by a decrease in gain on sale of assets.

•Noninterest expense increased $2.3 million, or 2.6%, in 2025 compared to 2024, primarily due to an increase in compensation and benefits and other expenses, which were partially offset by a reversal in the provision for credit losses on unfunded commitments.

19

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)20252024202320222021
Selected Financial Condition Data:
Total assets$3,492,626$3,443,668$3,320,122$3,228,280$2,938,244
Cash and cash equivalents141,60598,54875,83187,401601,443
Interest-bearing deposits in banks99349349
Investment securities:
Available for sale391,448402,792433,926486,518327,632
Held to maturity1,0651,0651,0651,0752,102
Loans receivable, net2,710,8812,685,2692,550,1012,401,4511,819,004
Intangible assets83,95785,04486,37287,97361,949
Deposits2,972,8062,780,6962,670,6242,633,1812,535,849
Other borrowings5,5395,5395,5395,539
Subordinated debt, net of issuance cost54,67554,45954,24154,013
Federal Home Loan Bank advances3,024175,546192,713176,21326,046
Shareholders’ equity435,094396,088367,444329,954351,903
For the Years Ended December 31,
(dollars in thousands, except per share data)20252024202320222021
Selected Operating Data:
Interest income$193,772$184,767$163,663$125,930$106,902
Interest expense60,51864,50542,9717,9155,913
Net interest income133,254120,262120,692118,015100,989
Provision (reversal) for loan losses1,1342,4152,3417,489(10,161)
Net interest income after provision for loan losses132,120117,847118,351110,526111,150
Noninterest income15,46114,62514,63613,88516,271
Noninterest expense89,56387,28982,84181,90966,982
Income before income taxes58,01845,18350,14642,50260,439
Income taxes11,9568,7569,9068,43011,818
Net income$46,062$36,427$40,240$34,072$48,621
Earnings per share - basic$5.93$4.58$5.02$4.19$5.80
Earnings per share - diluted$5.87$4.55$4.99$4.16$5.77
Cash dividends per share$1.14$1.01$1.00$0.93$0.91
As of or For the Years Ended December 31,
20252024202320222021
Selected Operating Ratios: (1)
Average yield on interest-earning assets(TE)5.88%5.74%5.28%4.19%4.11%
Average rate on interest-bearing liabilities2.682.902.080.410.35
Average interest rate spread(TE)(2)3.202.843.203.783.76
Net interest margin(TE)(3)4.033.713.893.923.88
Average interest-earning assets to average interest-bearing liabilities144.80143.29148.73154.87152.48

20

As of or For the Years Ended December 31,
20252024202320222021
Noninterest expense to average assets2.582.582.542.582.42
Efficiency ratio(4)60.2264.7161.2162.1057.12
Return on average assets1.331.081.231.071.76
Return on average common equity11.149.5611.5910.1614.38
Return on average tangible common equity (Non-GAAP)(7)14.2512.6815.9513.9317.98
Common stock dividend payout ratio19.4222.2020.0422.3615.77
Average equity to average assets11.9111.2610.6410.5512.22
Book value per common share$55.56$48.95$45.04$39.82$41.27
Tangible book value per common share (Non-GAAP)(8)44.8438.4434.4529.2034.00
Asset Quality Ratios: (5)
Non-performing loans as a percent of total loans receivable1.25%0.50%0.34%0.43%0.72%
Non-performing assets as a percent of total assets1.030.450.310.340.49
Allowance for loan losses as a percent of non-performing loans as of end of period97.0242.1357.8278.6158.9
Allowance for loan losses as a percent of net loans as of end of period1.211.211.221.151.15
Capital Ratios: (5) (6)
Tier 1 risk-based capital ratio14.09%13.28%12.98%12.43%14.66%
Leverage capital ratio11.8411.3810.9810.439.77
Total risk-based capital ratio15.2914.5114.2313.6315.85

(1)With the exception of end-of-period ratios, all ratios are based on average daily 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)Capital ratios are for Home Bank only.

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

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

This contains financial information prepared other than in accordance with 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.

21

Non-GAAP Reconciliation

As of or For the Years Ended December 31,
(dollars in thousands, except per share data)20252024202320222021
Book value per common share$55.56$48.95$45.04$39.82$41.27
Less: Intangibles10.7210.5110.5910.627.27
Tangible book value per common share44.8438.4434.4529.2034.00
Net Income46,06236,42740,24034,07248,621
Add: CDI amortization, net of tax8591,0491,2641,266919
Non-GAAP tangible income46,92137,47641,50435,33849,540
Return on common equity11.14%9.56%11.59%10.16%14.38%
Add: Intangibles3.113.124.363.773.60
Return on average tangible common equity14.25%12.68%15.95%13.93%17.98%

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 in Item 8. 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 ("ASC") 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 loan losses 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.

Allowance for credit losses on unfunded loan commitments represents expected credit losses over the contractual period for which the Company is exposed to credit risk from a contractual obligation to extend credit. No allowance is recorded if the Company has the unconditional right to cancel the obligation. The allowance is reported as a component of other liabilities within the Consolidated Statements of Financial Condition. Adjustments to the allowance for unfunded commitments are reported in the Consolidated Statements of Income as a component of Noninterest Expense.

22

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.

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. one- to four-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 $25.8 million, or 1.0%, from December 31, 2024 to $2.7 billion at December 31, 2025.

23

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

December 31,
(dollars in thousands)20252024202320222021
Real estate loans:
One- to four-family first mortgage$493,446$501,225$433,401$389,616$350,843
Home equity loans and lines92,57479,09768,97761,86360,312
Commercial real estate1,190,3881,158,7811,192,6911,152,537801,624
Construction and land329,227352,263340,724313,175259,652
Multi-family residential177,825178,568107,263100,58890,518
Total real estate loans2,283,4602,269,9342,143,0562,017,7791,562,949
Other loans:
Commercial and industrial430,517418,627405,659377,894244,123
Consumer30,04629,62432,92335,07733,021
Total other loans460,563448,251438,582412,971277,144
Total loans$2,744,023$2,718,185$2,581,638$2,430,750$1,840,093

The following table reflects contractual loan maturities as of December 31, 2025, 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, 2025 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$46,197$120,593$65,731$260,925$493,446
Home equity loans and lines4,25111,8525,77570,69692,574
Commercial real estate194,280542,983305,996147,1291,190,388
Construction and land259,60554,43812,5932,591329,227
Multi-family residential33,825120,65111,55911,790177,825
Commercial and industrial186,011159,62482,1812,701430,517
Consumer5,12813,70310,31390230,046
Total$729,297$1,023,844$494,148$496,734$2,744,023
Loans with fixed interest rates:
One- to four-family first mortgage$94,623$30,020$111,340$235,983
Home equity loans and lines3,4024,5101408,052
Commercial real estate426,512199,3046,548632,364
Construction and land18,1574,14522,302
Multi-family residential103,7999,414553113,766
Commercial and industrial75,41861,4122,476139,306
Consumer10,0139,71980220,534
Total$731,924$318,524$121,859$1,172,307

24

Amounts as of December 31, 2025 which mature in:
(dollars in thousands)One year or lessAfter one but within five yearsAfter five but within fifteen yearsAfter fifteen yearsTotal
Loans with variable interest rates:
One- to four-family first mortgage$25,970$35,711$149,585$211,266
Home equity loans and lines8,4501,26570,55680,271
Commercial real estate116,471106,692140,581363,744
Construction and land36,2818,4482,59147,320
Multi-family residential16,8522,14511,23730,234
Commercial and industrial84,20620,769225105,200
Consumer3,6905941004,384
Total$291,920$175,624$374,875$842,419

Allowance for Credit Losses

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 in Item 8.

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)20252024202320222021
Allowance for loan losses:
Beginning balance$32,916$31,537$29,299$21,089$32,963
Provision for acquired PCD loans1,415
Provision for loan losses1,1342,4152,3417,489(10,161)
Loans charged off:
One- to four-family first mortgage(14)(12)(80)(176)
Home equity loans and lines(22)(6)
Commercial real estate(21)(29)(270)(1,337)
Construction and land(101)(123)
Multi-family residential
Commercial and industrial(865)(875)(255)(792)(599)
Consumer(362)(265)(175)(256)(187)
Recoveries on charged off loans455249368704592
Ending balance - allowance for loan losses$33,142$32,916$31,537$29,299$21,089
Allowance for unfunded lending commitments:
Beginning balance$2,700$2,594$2,093$1,815$1,425
(Reversal) provision for losses on unfunded commitments(1,075)106501278390
Ending balance - allowance for unfunded commitments1,6252,7002,5942,0931,815
Total allowance for credit losses$34,767$35,616$34,131$31,392$22,904

25

At December 31, 2025, the ALL totaled $33.1 million, or 1.21% of total loans, and the ACL, which includes the reserve for unfunded lending commitments, totaled $34.8 million, or 1.27% of total loans. For the year ended December 31, 2025, the Company provisioned $1.1 million of the allowance for loan losses compared to a provision of $2.4 million for the year ended December 31, 2024. The increase in the provision for loan losses during 2025 and 2024 primarily reflected our loan growth during the year.

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

December 31,
20252024202320222021
(dollars in thousands)Amount% LoansAmount% LoansAmount% LoansAmount% LoansAmount% Loans
One-to four-family first mortgage$5,06218.0%$4,43018.4%$3,25516.8%$2,88316.0%$1,94419.1%
Home equity loans and lines1,3353.48012.96882.76242.65083.2
Commercial real estate14,50343.413,52142.614,80546.213,81447.410,45443.6
Construction and land2,81312.05,48413.05,41513.24,68012.93,57214.1
Multi-family residential1,4996.41,0906.64744.15724.14574.9
Commercial and industrial7,13815.76,86115.46,16615.76,02415.63,52013.3
Consumer7921.17291.17341.37021.46341.8
Total$33,142100.0%$32,916100.0%$31,537100.0%$29,299100.0%$21,089100.0%

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,
20252024202320222021
Allowance for loan losses as a percentage of total loans outstanding1.21%1.21%1.22%1.21%1.15%
Allowance for loan losses$33,142$32,916$31,537$29,299$21,089
Total loans outstanding$2,744,023$2,718,185$2,581,638$2,430,750$1,840,093
Nonaccrual loans as a percentage of total loans outstanding1.24%0.50%0.34%0.43%0.72%
Total nonaccrual loans$34,111$13,582$8,814$10,513$13,269
Total loans outstanding$2,744,023$2,718,185$2,581,638$2,430,750$1,840,093
Allowance for loan losses as a percentage of nonaccrual loans97.16%242.35%357.81%278.69%158.93%
Allowance for loan losses$33,142$32,916$31,537$29,299$21,089
Total nonaccrual loans$34,111$13,582$8,814$10,513$13,269

26

For the Years Ended December 31,
20252024202320222021
Net charge-offs during period to average loans outstanding:
One-to four family residential loans—%—%0.01%(0.01)%(0.04)%
Net charge-offs$(3)$4$31$(41)$(131)
Average loans outstanding$500,162$458,984$414,780$367,570$372,207
Net charge-offs during period to average loans outstanding:
Home equity loans and lines0.04%0.02%0.01%0.02%0.03%
Net charge-offs$36$14$6$14$19
Average loans outstanding$83,034$73,955$66,428$60,023$62,957
Net charge-offs during period to average loans outstanding:
Commercial real estate%%0.01%(0.03)%(0.17)%
Net charge-offs$(21)$$71$(270)$(1,337)
Average loans outstanding$1,186,210$1,203,114$1,170,475$1,024,610$769,950
Net charge-offs during period to average loans outstanding:
Construction and land(0.03)%(0.04)%%%0.03%
Net charge-offs$(101)$(123)$$$63
Average loans outstanding$342,867$336,020$328,218$297,218$241,725
Net charge-offs during period to average loans outstanding:
Multi-family residential%0.01%%%%
Net charge-offs$$12$$$
Average loans outstanding$182,366$134,664$104,166$97,753$87,101
Net charge-offs during period to average loans outstanding:
Commercial and industrial(0.12)%(0.17)%(0.02)%(0.10)%(0.08)%
Net charge-offs$(510)$(712)$(75)$(283)$(286)
Average loans outstanding$417,218$414,362$392,397$294,459$356,180
Net charge-offs during period to average loans outstanding:
Consumer(1.02)%(0.73)%(0.40)%(0.34)%(0.12)%
Net charge-offs$(309)$(231)$(136)$(114)$(41)
Average loans outstanding$30,406$31,570$33,837$33,334$35,647

27

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 Bank 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, 2025 and 2024, loans identified as individually evaluated for expected losses were $6.2 million and $5.0 million, respectively. Due to the adoption of ASC 326, total loans identified as impaired and individually evaluated at December 31, 2025 included $1.2 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 in Item 8.

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

December 31, 2025
(dollars in thousands)Recorded InvestmentAllowance for Loan LossesAllowance to Total Loans
Loans Individually Evaluated
One- to four-family first mortgage$2,304$41117.84%
Home equity loans and lines
Commercial real estate2,16236216.74
Construction and land520
Multi-family residential60313622.55
Commercial and industrial61735657.70
Consumer
Total$6,206$1,26520.38%

28

December 31, 2024
(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 estate4,7182004.24
Construction and land
Multi-family residential
Commercial and industrial25424897.64
Consumer
Total$4,972$4489.01%

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, 2025 and 2024, we had a total of $61.1 million and $35.8 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 in Item 8.

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 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 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)20252024202320222021
Nonaccrual loans:
Real estate loans:
One- to four-family first mortgage$6,531$7,039$1,600$2,300$3,575
Home equity loans and lines5312792083438
Commercial real estate9,0113,3045,2036,9458,431

29

December 31,
(dollars in thousands)20252024202320222021
Construction and land15,3671,6221,181315258
Multi-family residential1,281
Other loans:
Commercial and industrial1,3441,311331378763
Consumer4627291541204
Total nonaccrual loans34,11113,5828,81410,51313,269
Accruing loans 90 days or more past due651626
Total nonperforming loans34,17613,5988,81410,51513,275
Foreclosed assets and ORE1,9292,0101,5754611,189
Total nonperforming assets36,10515,60810,38910,97614,464
Performing troubled debt restructurings(1)6,2054,963
Total nonperforming assets and troubled debt restructurings$36,105$15,608$10,389$17,181$19,427
Nonperforming loans to total loans1.25%0.50%0.34%0.43%0.72%
Nonperforming loans to total assets0.98%0.39%0.27%0.33%0.45%
Nonaccrual loans to total loans1.24%0.50%0.34%0.43%0.72%
Nonperforming assets to total assets1.03%0.45%0.31%0.34%0.49%
Total loans outstanding$2,744,023$2,718,185$2,581,638$2,430,750$1,840,093
Total assets outstanding$3,492,626$3,443,668$3,320,122$3,228,280$2,938,244

(1)With the adoption of ASU 2022-02, effective January 1, 2023, TDR accounting has been eliminated.

Total nonperforming assets increased by $20.5 million, or 131.3%, to $36.1 million at December 31, 2025, compared to $15.6 million at December 31, 2024. The increase in NPAs during 2025 was primarily due to eight loan relationships totaling $21.5 million, which were put on nonaccrual during the year, partially offset by payoffs and paydowns. The ratio of nonperforming assets to total assets was 1.03% at December 31, 2025, compared to 0.45% at December 31, 2024.

As of December 31, 2025, total nonperforming loans were up $20.6 million, or 151.3%, from December 31, 2024. Foreclosed assets and Other real estate ("ORE") were down $81,000, or 4.0%, from December 31, 2024.

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, Chief Banking Officer, Chief Administrative Officer, Director of Financial Management and Director of Retail, monitors investment activity and ensures that investments are consistent with the Investment Policy. The Board of Directors of the Company reviews investment activity monthly.

30

The investment securities portfolio decreased by an aggregate of $11.3 million, or 2.8%, during 2025. Securities available for sale made up 99.7% of the investment securities portfolio as of December 31, 2025. The following table sets forth the amortized cost and market value of our investment securities portfolio as of the dates indicated.

December 31,
202520242023
(dollars in thousands)Amortized CostMarket ValueAmortized CostMarket ValueAmortized CostMarket Value
Available for sale:
U.S. agency mortgage-backed$284,749$267,650$291,351$261,873$314,569$283,853
Collateralized mortgage obligations61,18560,32773,93171,38982,76479,262
Municipal bonds53,01848,14753,45845,82953,89146,674
U.S. government agency11,44111,00318,07917,12819,15118,049
Corporate bonds4,4914,3216,9856,5736,9826,088
Total available for sale414,884391,448443,804402,792477,357433,926
Held to maturity:
Municipal bonds1,0651,0661,0651,0651,0651,066
Total held to maturity1,0651,0661,0651,0651,0651,066
Total investment securities$415,949$392,514$444,869$403,857$478,422$434,992

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)202520242023
Fixed rate:
Available for sale$396,026$420,577$451,517
Held to maturity1,0651,0651,065
Total fixed rate397,091421,642452,582
Adjustable rate:
Available for sale18,85823,22725,840
Total adjustable rate18,85823,22725,840
Total investment securities$415,949$444,869$478,422

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, 2025. No tax-exempt yields have been adjusted to a tax-equivalent basis. All amounts are shown at amortized cost.

Amounts as of December 31, 2025 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$23,388$79,809$67,641$113,911$284,749
Collateralized mortgage obligations14,98932,41241713,36761,185
Municipal bonds11,05138,8593,10853,018
U.S. government agency2,0469,39511,441
Corporate bonds9913,5004,491
Total available for sale38,377126,309119,812130,386414,884
Weighted average yield2.60%2.68%2.46%2.37%2.51%

31

Amounts as of December 31, 2025 which mature in:
(dollars in thousands)One Year or LessAfter One Year Through Five YearsAfter Five Through Ten YearsOver Ten YearsTotal
Held to maturity:
Municipal bonds1,0651,065
Total held to maturity1,0651,065
Weighted average yield4.00%%%%4.00%
Total investment securities$39,442$126,309$119,812$130,386$415,949
Weighted average yield2.64%2.68%2.46%2.37%2.52%

The following table summarizes activity in the Company’s investment securities portfolio during 2025.

(dollars in thousands)Available for SaleHeld to Maturity
Balance, December 31, 2024$402,792$1,065
Purchases26,039
Principal maturities, prepayments and calls(54,775)
Amortization of premiums and accretion of discounts(184)
Increase in market value17,576
Balance, December 31, 2025$391,448$1,065

As of December 31, 2025, the Company had a net unrealized loss on its available for sale investment securities portfolio of $23.4 million, compared to a net unrealized loss of $41.0 million as of December 31, 2024. Management has determined that the declines in the fair value of these securities 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.

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 $3.0 billion as of December 31, 2025, up $192.1 million, or 6.9%, compared to December 31, 2024. Certificates of deposits totaled $805.6 million as of December 31, 2025, up $71.7 million, or 9.8%, compared to December 31, 2024. The following table sets forth the composition of the Company’s deposits as of the dates indicated.

32

December 31,Increase/(Decrease)
(dollars in thousands)20252024AmountPercent
Demand deposit$792,951$733,073$59,8788.2%
Savings201,265210,977(9,712)(4.6)
Money market518,740457,48361,25713.4
NOW654,227645,2468,9811.4
Certificates of deposit805,623733,91771,7069.8
Total deposits$2,972,806$2,780,696$192,1106.9%

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)202520242023
AverageBalanceInterestExpenseAverageRate PaidAverageBalanceInterestExpenseAverageRate PaidAverageBalanceInterestExpenseAverageRate Paid
Noninterest-bearing demand deposits$773,650$747,640$821,592
Interest-bearing deposits
Interest-bearing demand deposits632,3968,4421.33%625,0058,0081.28%638,8465,4640.86%
Savings205,4311,1140.54219,8801,2090.55265,8501,0790.41
Money market accounts478,37213,0192.72432,19811,9832.77389,9596,8811.76
Certificates of deposit793,85830,8023.88704,98131,5804.48465,71014,0803.02
Total interest-bearing deposits2,110,05753,3772.53%1,982,06452,7802.66%1,760,36527,5041.56%
Total deposits$2,883,707$2,729,704$2,581,957

The total amount of our uninsured deposits (deposits in excess of $250,000, as calculated in accordance with FDIC regulations) were $885.4 million at December 31, 2025 and $813.6 million at December 31, 2024. Certificates of deposit in the amount of $250,000 and over increased $28.5 million, or 12.5%, from $228.4 million at December 31, 2024 to $256.9 million at December 31, 2025. 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)202520242023
3 months or less$137,794$134,885$46,372
3 - 6 months72,78945,42433,421
6 - 12 months43,66238,62389,262
12 - 36 months2,2368,53820,366
More than 36 months3819221,312
Total certificates of deposit greater than $250,000$256,862$228,392$190,733

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 due 2032 (the "Notes"). 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 bear interest at a fixed rate of 5.75% per year from and including the issue date to but excluding June 30, 2027. From June 30, 2027, the Notes 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 $54.7 million and $54.5 million at December 31, 2025 and December 31, 2024, respectively. The subordinated debt was recorded net of issuance costs, which is being amortized using the straight-line method over five years.

33

Other Borrowings

On March 12, 2023, the Federal Reserve Board created the Bank Term Funding Program ("BTFP"), which offers loans to banks with a term up to one year with no prepayment penalty. The loans are secured by pledging qualifying securities and are valued at par for collateral purposes. The Bank participated in the BTFP during 2024 and paid off the loan before December 31, 2024. The average balance of other borrowings, which included the BTFP loan in 2024 was $4.3 million during 2025, down $124.4 million from 2024.

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 no short-term FHLB advances as of December 31, 2025, down $137.2 million, or 100.0%, compared to $137.2 million as of December 31, 2024. Long-term FHLB advances totaled $3.0 million as of December 31, 2025, down $35.3 million, or 92.1%, compared to $38.3 million as of December 31, 2024.

Average FHLB advances were $83.7 million during 2025, up $26.7 million, or 46.9%, from 2024.

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, 2025, shareholders’ equity totaled $435.1 million, up $39.0 million, or 9.8%, compared to $396.1 million at December 31, 2024. The increase was primarily due to the Company’s earnings for the year ended December 31, 2025 and a reduction in accumulated other comprehensive loss, partially offset by shareholders' dividends and repurchases of shares of the Company's common stock.

RESULTS OF OPERATIONS

Net income in 2025 was $46.1 million, up $9.6 million, or 26.5%, compared to 2024. Diluted earnings per share ("EPS") for 2025 was $5.87, up $1.32, or 29.0%, from 2024. For the year ended December 31, 2025, the Company provisioned $1.1 million to the allowance for loan losses compared to a provision of $2.4 million for the year ended December 31, 2024.

Net income in 2024 was $36.4 million, down $3.8 million, or 9.5%, compared to 2023. Diluted EPS for 2024 was $4.55, down $0.44, or 8.8% from 2023. For the year ended December 31, 2024, the Company provisioned $2.4 million to the allowance for loan losses compared to a provision of $2.3 million for the year ended December 31, 2023.

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 3.20%, 2.84% and 3.20% for the years ended December 31, 2025, 2024, and 2023, respectively.

Net interest income totaled $133.3 million in 2025, up $13.0 million, or 10.8%, compared to $120.3 million in 2024. The increase was primarily due to a decline in cost of interest-bearing liabilities and an increase in average yield earned on interest-earning assets. Total interest expense decreased $4.0 million, or 6.2%, in 2025 compared to 2024 primarily related to the absence of interest expense associated with the BTFP loan, which paid off in 2024, partially offset by an increase in FHLB borrowing interest during 2025. The average cost of total interest-bearing deposits decreased by 13 basis points to 2.53% in 2025.

In 2024, net interest income totaled $120.3 million, down $430,000, or 0.4%, compared to $120.7 million in 2023. The decrease in net interest income for 2024 compared to 2023 was primarily due to the cost and increase in average interest-bearing liabilities outpacing the yield and increase in average interest-earning assets. Total interest expense increased $21.5 million, or 50.1%, in 2024 compared to 2023 primarily related to higher deposit costs during 2024 compared to 2023. The average cost of total interest-bearing deposits in 2024 totaled 2.66%, up 110 basis points from 2023.

34

The Company’s net interest margin, which is net interest income as a percentage of average interest-earning assets, was 4.03%, 3.71%, and 3.89% during the years ended December 31, 2025, 2024, and 2023, 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)202520242023
Average BalanceInterestAverage Yield/ RateAverage BalanceInterestAverage Yield/ RateAverage BalanceInterestAverage Yield/ Rate
Interest-earning assets:
Loans receivable(1)$2,742,263$179,4746.47%$2,652,669$170,2556.33%$2,510,301$149,3385.88%
Investment securities(TE)
Taxable405,67710,0062.47443,52310,6182.39485,20111,5372.38
Tax-exempt16,0732882.2716,2622902.2619,3223672.41
Total investment securities421,75010,2942.46459,78510,9082.39504,52311,9042.38
Other interest-earning assets97,7204,0044.1071,4983,6045.0454,3232,4214.46
Total interest-earning assets(TE)3,261,733193,7725.883,183,952184,7675.743,069,147163,6635.28
Noninterest-earning assets211,709202,769193,673
Total assets$3,473,442$3,386,721$3,262,820
Interest-bearing liabilities:
Deposits:
Savings, checking and money market$1,316,199$22,5751.72%$1,277,083$21,2001.66%$1,294,655$13,4241.04%
Certificates of deposit793,85830,8023.88704,98131,5804.48465,71014,0803.02
Total interest-bearing deposits2,110,05753,3772.531,982,06452,7802.661,760,36527,5041.56
Other borrowings4,3481683.86128,6996,0944.745,5672143.84
Subordinated debt54,5673,3796.1954,3483,3816.2254,1283,3906.26
FHLB advances83,6813,5944.2456,9562,2503.92243,51311,8634.81
Total interest-bearing liabilities2,252,65360,5182.682,222,06764,5052.902,063,57342,9712.08
Noninterest-bearing liabilities807,132783,458851,942
Total liabilities3,059,7853,005,5252,915,515
Shareholders’ equity413,657381,196347,305
Total liabilities and shareholders’ equity$3,473,442$3,386,721$3,262,820
Net interest-earning assets$1,009,080$961,885$1,005,574
Net interest income; net interest spread(TE)$133,2543.20%$120,2622.84%$120,6923.20%
Net interest margin(TE)4.03%3.71%3.89%

(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.

35

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).

2025 Compared to 2024Change Attributable To2024 Compared to 2023Change Attributable To
(dollars in thousands)RateVolumeTotal Increase (Decrease)RateVolumeTotal Increase (Decrease)
Interest income:
Loans receivable$4,378$4,841$9,219$10,851$10,066$20,917
Investment securities(153)(461)(614)(359)(637)(996)
Other interest-earning assets(51)4514005356481,183
Total interest income4,1744,8319,00511,02710,07721,104
Interest expense:
Savings, checking and money market accounts5378381,3754,7193,0577,776
Certificates of deposit(1,423)645(778)8,6938,80717,500
Other borrowings(2,363)(3,563)(5,926)2,3503,5305,880
Subordinated debt(5)3(2)(9)(9)
FHLB advances4299151,344(3,570)(6,043)(9,613)
Total interest expense(2,825)(1,162)(3,987)12,1839,35121,534
Increase (decrease) in net interest income$6,999$5,993$12,992$(1,156)$726$(430)

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, 2025, the Company provisioned $1.1 million to the allowance for loan losses compared to a provision of $2.4 million and $2.3 million for 2024 and 2023, respectively. The provision for loan losses during 2025 reflected our assessment of the change in expected losses due primarily to loan growth during the year.

Net charge-offs were $908,000 for 2025, compared to net charge-offs of $1.0 million and $103,000 for 2024 and 2023, respectively. Net loan charge-offs for 2025 were primarily attributable to commercial and industrial, consumer, and construction and land loans. Net loan charge-offs during 2024 were primarily attributable to commercial and industrial, consumer, and construction and land loans.

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

36

Noninterest Income

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

(dollars in thousands)202520242025 vs 2024Percent Increase (Decrease)20232024 vs 2023Percent Increase (Decrease)
Noninterest income:
Service fees and charges$5,500$5,1187.5%$4,9922.5%
Bank card fees6,5986,5251.17,051(7.5)
Gain on sale of loans, net86047083.0816(42.4)
Income from bank-owned life insurance1,1361,1003.31,0455.3
Loss on sale of securities, net(249)(100.0)
Gain (loss) on sale of assets, net333(90.9)(27)(222.2)
Other income1,3641,379(1.1)1,00836.8
Total noninterest income$15,461$14,6255.7%$14,636(0.1)%

2025 compared to 2024

Noninterest income for 2025 totaled $15.5 million, up $836,000, or 5.7%, compared to 2024. Gain on sale of loans for 2025 increased $390,000, or 83.0%, compared to 2024, primarily due to an increase in sales of SBA loans in 2025 compared to 2024.

Service fees and charges for 2025 increased $382,000, or 7.5%, compared to 2024, primarily due to an increase in service fees on deposit accounts in 2025 compared to 2024.

Bank card fees for 2025 increased $73,000, or 1.1%, compared to 2024, primarily due to an increase in credit card fees in 2025 compared to 2024.

2024 compared to 2023

Noninterest income for 2024 totaled $14.6 million, down $11,000, or 0.1%, compared to 2023. Income from bank card fees for 2024 was down $526,000, or 7.5%, from 2023, primarily due to to decreased transaction activity by our cardholders.

Gain on sale of loans for 2024 decreased $346,000, or 42.4%, compared to 2023, primarily due to less sales of SBA loans in 2024 compared to 2023.

Other income for 2024 increased $371,000, or 36.8%, compared to 2023 primarily due to derivative fee income and an increase in Small Business Investment Company ("SBIC") income.

Noninterest Expense

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

(dollars in thousands)202520242025 vs 2024Percent Increase (Decrease)20232024 vs 2023Percent Increase (Decrease)
Noninterest expense:
Compensation and benefits$53,479$51,3304.2%$48,9334.9%
Occupancy10,02410,131(1.1)9,6744.7
Marketing and advertising1,9652,000(1.8)2,146(6.8)
Data processing and communication10,37410,2411.39,3729.3
Professional services1,6081,922(16.3)1,69013.7
Forms, printing and supplies8027941.07811.7
Franchise and shares tax1,8681,8630.31,7556.2
Regulatory fees1,9081,954(2.4)2,040(4.2)
Foreclosed assets, net1,077341215.8(547)162.3

37

Amortization of acquisition intangible1,0871,328(18.1)1,601(17.1)
(Reversal) provision for credit losses on unfunded commitments(1,075)106(1,114.2)501(78.8)
Other expenses6,4465,27922.14,8957.8
Total noninterest expense$89,563$87,2892.6%$82,8415.4%

2025 compared to 2024

Noninterest expense for 2025 totaled $89.6 million, up $2.3 million, or 2.6%, from 2024.

Compensation and benefits expense for 2025 was up $2.1 million, or 4.2%, compared to 2024, primarily due to increased salaries and compensation expense.

Other expenses for 2025 were up $1.2 million, or 22.1%, compared to 2024, primarily due to a write-off of an acquired SBA accounts receivable for guarantees in 2025.

Foreclosed assets, net for 2025 was up $736,000, or 215.8%, compared to 2024, primarily due to increased write-offs of foreclosed assets and related expenses in 2025.

In 2025, the Company recorded a $1.1 million reversal of provision for credit losses on unfunded commitments, compared to a $106,000 provision in 2024, primarily due to lower unfunded commitment levels and lower funding rate estimates based on observed historical funding in 2025.

2024 compared to 2023

Noninterest expense for 2024 totaled $87.3 million, up $4.4 million, or 5.4%, from 2023.

Compensation and benefits expense for 2024 was up $2.4 million, or 4.9%, compared to 2023, primarily due to increased salaries and compensation expense.

Data processing and communication for 2024 was up $869,000, or 9.3%, compared to 2023, primarily due to increases in cost of maintenance contracts in 2024.

Occupancy expense for 2024 was up $457,000, or 4.7%, compared to 2023, primarily due to an additional lease in our Houston market.

In 2024, the Company recorded a $341,000 expenses related to foreclosed assets, compared to a $547,000 reversal in 2023, primarily due to a $769,000 recovery of a previous loss on a foreclosed asset.

Provision for credit losses on unfunded commitments decreased $395,000, or 78.8%, compared to 2023, primarily due to a decrease in funding commitments.

Income Taxes

For the years ended December 31, 2025, 2024 and 2023, the Company incurred income tax expense of $12.0 million, $8.8 million and $9.9 million, respectively. The Company’s effective tax rate was 20.6%, 19.4%, and 19.8% for 2025, 2024 and 2023, respectively.

The Company's effective tax rate in 2025 increased compared to 2024 due to variances in items that are non-taxable or non-deductible. The Company's effective tax rate in 2024 decreased compared to 2023 due to variances in items that are non-taxable or non-deductible. See Note 15 to the Consolidated Financial Statements in Item 8 for additional information concerning our income taxes.

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.

38

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, 2025, certificates of deposit maturing within the next 12 months totaled $781.2 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, 2025, the average balance of our outstanding FHLB advances was $83.7 million. At December 31, 2025, we had $3.0 million in outstanding FHLB advances and $1.3 billion 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, 2025.

Shift in Interest Rates (in bps)% Change in Projected Net Interest Income
+2007.1
+1003.6
-100(4.1)
-200(8.3)

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 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.

39

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 one- to four--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 2025 and 2024, 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 in Item 8 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)20252024
Standby letters of credit$8,724$6,502
Available portion of lines of credit498,442488,930
Undisbursed portion of loans in process69,22376,424
Commitments to originate loans165,251161,482

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 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, 2025.

(dollars in thousands)Less Than One YearOne to Three YearsThree to Five YearsOver Five YearsTotal
Unused commercial lines of credit$164,393$157,607$13,672$4,654$340,326
Unused personal lines of credit55,52619,4466,27076,874158,116
Undisbursed portion of loans in process40,70528,01250669,223
Standby letters of credit7,9098158,724
Commitments to originate loans153,49611,755165,251
Total$422,029$217,635$20,448$81,528$741,640

40

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, 2025 are shown in the following table.

(dollars in thousands)20262027202820292030ThereafterTotal
Operating leases$1,303$1,249$1,159$1,150$1,126$9,034$15,021
Certificates of deposit781,23615,0064,0462,7321,5801,023805,623
Subordinated debt55,00055,000
Long-term FHLB advances3,0243,024
Total$785,563$16,255$5,205$3,882$2,706$65,057$878,668

MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.

FY 2024 10-K MD&A

SEC filing source: 0001436425-25-000012.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2025-03-12. Report date: 2024-12-31.

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 2024 of $36.4 million, or $4.55 diluted EPS compared to $40.2 million, or $4.99 diluted EPS, reported for 2023. Key components of the Company's performance in 2024 are summarized below.

•Assets increased $123.5 million, or 3.7%, from December 31, 2023 to $3.4 billion at December 31, 2024.

•Loans increased by $136.5 million, or 5.3%, from December 31, 2023 to $2.7 billion at December 31, 2024.

•During the year ended December 31, 2024, the Company provisioned $2.4 million of the allowance for loan losses compared to a $2.3 million provisioned for the year ended December 31, 2023.

•The ALL totaled $32.9 million, or 1.21% of total loans, at December 31, 2024. The ACL, which is comprised of the allowance for loan losses plus the allowance for unfunded lending commitments, totaled $35.6 million, or 1.31% of total loans, at December 31, 2024.

•Total deposits increased $110.1 million, or 4.1%, from December 31, 2023 to $2.8 billion at December 31, 2024, primarily due to increases in certificate of deposits and money market accounts.

•The Company repurchased 124,634 shares of common stock at an average price of $37.79 per share during 2024.

•The net interest margin was 3.71% for the year ended December 31, 2024, down 18 bps compared to 2023, primarily due to an increase in the average cost of interest-bearing liabilities, partially offset with an increase in the average yield earned on interest-earning assets during 2024.

•The average rate paid on total interest-bearing deposits during 2024 was 2.66%, up 110 bps compared to 2023.

•Noninterest income decreased $11,000, or 0.1%, in 2024 compared to 2023, primarily due to a decrease in bank card fees and gain on sale of loans, which were offset by an increase in other noninterest income.

•Noninterest expense increased $4.4 million, or 5.4%, in 2024 compared to 2023 primarily due to an increase in compensation and benefits, foreclosed assets (primarily due to the absence of a $769,000 foreclosed asset recovery of a previous loss on a OREO sale that occurred during the first quarter of 2023), data processing and communications, and occupancy expenses, which 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%.

19

As of December 31,
(dollars in thousands)20242023202220212020
Selected Financial Condition Data:
Total assets$3,443,668$3,320,122$3,228,280$2,938,244$2,591,850
Cash and cash equivalents98,54875,83187,401601,443187,952
Interest-bearing deposits in banks99349349349
Investment securities:
Available for sale402,792433,926486,518327,632254,752
Held to maturity1,0651,0651,0752,1022,934
Loans receivable, net2,685,2692,550,1012,401,4511,819,0041,946,991
Intangible assets85,04486,37287,97361,94963,112
Deposits2,780,6962,670,6242,633,1812,535,8492,213,821
Other borrowings5,5395,5395,5395,5395,539
Subordinated debt, net of issuance cost54,45954,24154,013
Federal Home Loan Bank advances175,546192,713176,21326,04628,824
Shareholders’ equity396,088367,444329,954351,903321,842
For the Years Ended December 31,
(dollars in thousands, except per share data)20242023202220212020
Selected Operating Data:
Interest income$184,767$163,663$125,930$106,902$104,129
Interest expense64,50542,9717,9155,91311,918
Net interest income120,262120,692118,015100,98992,211
Provision (reversal) for loan losses2,4152,3417,489(10,161)12,728
Net interest income after provision for loan losses117,847118,351110,526111,15079,483
Noninterest income14,62514,63613,88516,27114,305
Noninterest expense87,28982,84181,90966,98262,981
Income before income taxes45,18350,14642,50260,43930,807
Income taxes8,7569,9068,43011,8186,042
Net income$36,427$40,240$34,072$48,621$24,765
Earnings per share - basic$4.58$5.02$4.19$5.80$2.86
Earnings per share - diluted$4.55$4.99$4.16$5.77$2.85
Cash dividends per share$1.01$1.00$0.93$0.91$0.88
As of or For the Years Ended December 31,
20242023202220212020
Selected Operating Ratios: (1)
Average yield on interest-earning assets(TE)5.74%5.28%4.19%4.11%4.48%
Average rate on interest-bearing liabilities2.902.080.410.350.76
Average interest rate spread(TE)(2)2.843.203.783.763.72
Net interest margin(TE)(3)3.713.893.923.883.96
Average interest-earning assets to average interest-bearing liabilities143.29148.73154.87152.48146.05
Noninterest expense to average assets2.582.542.582.422.53
Efficiency ratio(4)64.7161.2162.1057.1259.13
Return on average assets1.081.231.071.760.99
Return on average common equity9.5611.5910.1614.387.83

20

As of or For the Years Ended December 31,
20242023202220212020
Return on average tangible common equity (Non-GAAP)(7)12.6815.9513.9317.9810.24
Common stock dividend payout ratio22.2020.0422.3615.7730.88
Average equity to average assets11.2610.6410.5512.2212.69
Book value per common share$48.95$45.04$39.82$41.27$36.82
Tangible book value per common share (Non-GAAP)(8)38.4434.4529.2034.0029.60
Asset Quality Ratios: (5)
Non-performing loans as a percent of total loans receivable0.50%0.34%0.43%0.72%0.61%
Non-performing assets as a percent of total assets0.450.310.340.490.95
Allowance for loan losses as a percent of non-performing loans as of end of period242.1357.81278.6158.9110.0
Allowance for loan losses as a percent of net loans as of end of period1.211.221.151.151.29
Capital Ratios: (5) (6)
Tier 1 risk-based capital ratio13.28%12.98%12.43%14.66%13.92%
Leverage capital ratio11.3810.9810.439.779.68
Total risk-based capital ratio14.5114.2313.6315.8515.18

(1)With the exception of end-of-period ratios, all ratios are based on average daily 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)Capital ratios are for Home Bank only.

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

(8)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.

21

Non-GAAP Reconciliation

As of or For the Years Ended December 31,
(dollars in thousands, except per share data)20242023202220212020
Book value per common share$48.95$45.04$39.82$41.27$36.82
Less: Intangibles10.5110.5910.627.277.22
Tangible book value per common share38.4434.4529.2034.0029.60
Net Income36,42740,24034,07248,62124,765
Add: CDI amortization, net of tax1,0491,2641,2669191,074
Non-GAAP tangible income37,47641,50435,33849,54025,839
Return on common equity9.56%11.59%10.16%14.38%7.83%
Add: Intangibles3.124.363.773.602.41
Return on average tangible common equity12.68%15.95%13.93%17.98%10.24%

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 ("ASC") 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 loan losses 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.

Allowance for credit losses on unfunded loan commitments represents expected credit losses over the contractual period for which the Company is exposed to credit risk from a contractual obligation to extend credit. No allowance is recorded if the Company has the unconditional right to cancel the obligation. The allowance is reported as a component of other liabilities within the Consolidated Statements of Financial Condition. Adjustments to the allowance for unfunded commitments are reported in the Consolidated Statements of Income as a component of Noninterest Expense.

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,

22

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.

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. one- to four-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 $136.5 million, or 5.3%, from December 31, 2023 to $2.7 billion at December 31, 2024. At December 31, 2024, the total recorded net investment in PPP loans was $2.6 million, which is included in commercial and industrial loans. The recorded investment in PPP loans is net of $16,000 in deferred lender fees, which will be amortized into interest income over the life of the loans. Excluding PPP loans, total loans increased by $139.5 million, or 5.4% for the year ended December 31, 2024.

23

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

December 31,
(dollars in thousands)20242023202220212020
Real estate loans:
One- to four-family first mortgage$501,225$433,401$389,616$350,843$395,638
Home equity loans and lines79,09768,97761,86360,31267,700
Commercial real estate1,158,7811,192,6911,152,537801,624750,623
Construction and land352,263340,724313,175259,652221,823
Multi-family residential178,568107,263100,58890,51887,332
Total real estate loans2,269,9342,143,0562,017,7791,562,9491,523,116
Other loans:
Commercial and industrial418,627405,659377,894244,123417,926
Consumer29,62432,92335,07733,02138,912
Total other loans448,251438,582412,971277,144456,838
Total loans$2,718,185$2,581,638$2,430,750$1,840,093$1,979,954

The following table reflects contractual loan maturities as of December 31, 2024, 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, 2024 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$27,818$144,637$64,680$264,090$501,225
Home equity loans and lines5,01010,9286,35656,80379,097
Commercial real estate155,821533,981342,225126,7541,158,781
Construction and land124,404149,60743,82034,432352,263
Multi-family residential27,414127,08613,57310,495178,568
Commercial and industrial150,405170,82097,170232418,627
Consumer4,28012,56811,7661,01029,624
Total$495,152$1,149,627$579,590$493,816$2,718,185
Loans with fixed interest rates:
One- to four-family first mortgage$115,593$35,395$106,851$257,839
Home equity loans and lines2,8074,9771937,977
Commercial real estate467,292254,1967,365728,853
Construction and land65,33910,47675,815
Multi-family residential116,69311,2803,466131,439
Commercial and industrial89,49659,1341148,631
Consumer9,55611,14980621,511
Total$866,776$386,607$118,682$1,372,065
Loans with variable interest rates:
One- to four-family first mortgage$29,044$29,285$157,239$215,568
Home equity loans and lines8,1211,37956,61066,110
Commercial real estate66,68988,029119,389274,107
Construction and land84,26833,34434,432152,044
Multi-family residential10,3932,2937,02919,715
Commercial and industrial81,32438,036231119,591

24

Amounts as of December 31, 2024 which mature in:
(dollars in thousands)One year or lessAfter one but within five yearsAfter five but within fifteen yearsAfter fifteen yearsTotal
Consumer3,0126172043,833
Total$282,851$192,983$375,134$850,968

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 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 adoption 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)20242023202220212020
Allowance for loan losses:
Beginning balance$31,537$29,299$21,089$32,963$17,868
ASC 326 adoption impact4,633
Provision for acquired PCD loans1,415
Provision for loan losses2,4152,3417,489(10,161)12,728
Loans charged off:
One- to four-family first mortgage(12)(80)(176)(99)
Home equity loans and lines(22)(6)(575)
Commercial real estate(29)(270)(1,337)(5)
Construction and land(123)(688)
Multi-family residential
Commercial and industrial(875)(255)(792)(599)(984)
Consumer(265)(175)(256)(187)(250)
Recoveries on charged off loans249368704592335
Ending balance - allowance for loan losses$32,916$31,537$29,299$21,089$32,963
Allowance for unfunded lending commitments:
Beginning balance$2,594$2,093$1,815$1,425$
ASC 326 adoption impact1,425
Provision for losses on unfunded commitments106501278390
Ending balance - allowance for unfunded commitments2,7002,5942,0931,8151,425
Total allowance for credit losses$35,616$34,131$31,392$22,904$34,388

At December 31, 2024, the ALL totaled $32.9 million, or 1.21% of total loans, and the ACL, which includes the reserve for unfunded lending commitments, totaled $35.6 million, or 1.31% of total loans. For the year ended December 31, 2024, the Company provisioned $2.4 million of the allowance for loan losses compared to a provision of $2.3 million for the year ended December 31, 2023. The increase in the provision for loan losses during 2024 and 2023 primarily reflected our loan growth during the year.

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

25

December 31,
20242023202220212020
(dollars in thousands)Amount% LoansAmount% LoansAmount% LoansAmount% LoansAmount% Loans
One-to four-family first mortgage$4,43018.4%$3,25516.8%$2,88316.0%$1,94419.1%$3,06520.0%
Home equity loans and lines8012.96882.76242.65083.26763.4
Commercial real estate13,52142.614,80546.213,81447.410,45443.618,85137.9
Construction and land5,48413.05,41513.24,68012.93,57214.14,15511.2
Multi-family residential1,0906.64744.15724.14574.91,0774.4
Commercial and industrial6,86115.46,16615.76,02415.63,52013.34,27621.1
Consumer7291.17341.37021.46341.88632.0
Total$32,916100.0%$31,537100.0%$29,299100.0%$21,089100.0%$32,963100.0%

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,
20242023202220212020
Allowance for loan losses as a percentage of total loans outstanding1.21%1.22%1.21%1.15%1.66%
Allowance for loan losses$32,916$31,537$29,299$21,089$32,963
Total loans outstanding$2,718,185$2,581,638$2,430,750$1,840,093$1,979,954
Nonaccrual loans as a percentage of total loans outstanding0.50%0.34%0.43%0.72%0.94%
Total nonaccrual loans$13,582$8,814$10,513$13,269$18,677
Total loans outstanding$2,718,185$2,581,638$2,430,750$1,840,093$1,979,954
Allowance for loan losses as a percentage of nonaccrual loans242.35%357.81%278.69%158.93%176.49%
Allowance for loan losses$32,916$31,537$29,299$21,089$32,963
Total nonaccrual loans$13,582$8,814$10,513$13,269$18,677
Net charge-offs during period to average loans outstanding:
One-to four family residential loans—%0.01%(0.01)%(0.04)%(0.02)%
Net charge-offs$4$31$(41)$(131)$(86)
Average loans outstanding$458,984$414,780$367,570$372,207$422,156
Net charge-offs during period to average loans outstanding:
Home equity loans and lines0.02%0.01%0.02%0.03%(0.76)%
Net charge-offs$14$6$14$19$(559)
Average loans outstanding$73,955$66,428$60,023$62,957$73,396
Net charge-offs during period to average loans outstanding:
Commercial real estate%0.01%(0.03)%(0.17)%0.01%
Net charge-offs$$71$(270)$(1,337)$50
Average loans outstanding$1,203,114$1,170,475$1,024,610$769,950$728,959

26

For the Years Ended December 31,
20242023202220212020
Net charge-offs during period to average loans outstanding:
Construction and land(0.04)%%%0.03%(0.33)%
Net charge-offs$(123)$$$63$(688)
Average loans outstanding$336,020$328,218$297,218$241,725$205,591
Net charge-offs during period to average loans outstanding:
Multi-family residential0.01%%%%%
Net charge-offs$12$$$$
Average loans outstanding$134,664$104,166$97,753$87,101$72,906
Net charge-offs during period to average loans outstanding:
Commercial and industrial(0.17)%(0.02)%(0.10)%(0.08)%(0.24)%
Net charge-offs$(712)$(75)$(283)$(286)$(878)
Average loans outstanding$414,362$392,397$294,459$356,180$360,930
Net charge-offs during period to average loans outstanding:
Consumer(0.73)%(0.40)%(0.34)%(0.12)%(0.25)%
Net charge-offs$(231)$(136)$(114)$(41)$(105)
Average loans outstanding$31,570$33,837$33,334$35,647$41,350

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 Bank 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, 2024 and 2023, loans identified as individually evaluated for expected losses were $5.0 million and $4.2 million, respectively. Due to the adoption of ASC 326, total loans identified as impaired and individually evaluated at December 31, 2024 included $1.3 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.

27

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

December 31, 2024
(dollars in thousands)Recorded InvestmentAllowance for Loan LossesAllowance to Total Loans
Loans Individually Evaluated
One- to four-family first mortgage$$%
Home equity loans and lines
Commercial real estate4,7182004.24
Construction and land
Multi-family residential
Commercial and industrial25424897.64
Consumer
Total$4,972$4489.01%
December 31, 2023
(dollars in thousands)Recorded InvestmentAllowance for Loan LossesAllowance to Total Loans
Loans Individually Evaluated
One- to four-family first mortgage$$%
Home equity loans and lines
Commercial real estate3,9572015.08
Construction and land14712383.67
Multi-family residential
Commercial and industrial1129584.82
Consumer
Total$4,216$4199.94%

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, 2024 and 2023, we had a total of $35.8 million and $28.2 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

28

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)20242023202220212020
Nonaccrual loans:
Real estate loans:
One- to four-family first mortgage$7,039$1,600$2,300$3,575$3,838
Home equity loans and lines279208343863
Commercial real estate3,3045,2036,9458,43112,298
Construction and land1,6221,181315258469
Multi-family residential
Other loans:
Commercial and industrial1,3113313787631,717
Consumer27291541204292
Total nonaccrual loans13,5828,81410,51313,26918,677
Accruing loans 90 days or more past due16262
Total nonperforming loans13,5988,81410,51513,27518,679
Foreclosed assets and ORE2,0101,5754611,1891,302
Total nonperforming assets15,60810,38910,97614,46419,981
Performing troubled debt restructurings(1)6,2054,9632,085
Total nonperforming assets and troubled debt restructurings$15,608$10,389$17,181$19,427$22,066
Nonperforming loans to total loans0.50%0.34%0.43%0.72%0.94%
Nonperforming loans to total assets0.39%0.27%0.33%0.45%0.72%
Nonaccrual loans to total loans0.50%0.34%0.43%0.72%0.94%
Nonperforming assets to total assets0.45%0.31%0.34%0.49%0.77%
Total loans outstanding$2,718,185$2,581,638$2,430,750$1,840,093$1,979,954
Total assets outstanding$3,443,668$3,320,122$3,228,280$2,938,244$2,591,850

(1)With the adoption of ASU 2022-02, effective January 1, 2023, TDR accounting has been eliminated.

Total nonperforming assets increased by $5.2 million, or 50.2%, to $15.6 million at December 31, 2024, compared to $10.4 million at December 31, 2023. The ratio of nonperforming assets to total assets was 0.45% at December 31, 2024, compared to 0.31% at December 31, 2023.

As of December 31, 2024, total nonperforming loans were up $4.8 million, or 54.3%, from December 31, 2023. Foreclosed assets and ORE were up $435,000, or 27.6%, from December 31, 2023.

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

29

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 decreased by an aggregate of $31.1 million, or 7.2%, during 2024. Securities available for sale made up 99.7% of the investment securities portfolio as of December 31, 2024. The following table sets forth the amortized cost and market value of our investment securities portfolio as of the dates indicated.

December 31,
202420232022
(dollars in thousands)Amortized CostMarket ValueAmortized CostMarket ValueAmortized CostMarket Value
Available for sale:
U.S. agency mortgage-backed$291,351$261,873$314,569$283,853$355,014$316,832
Collateralized mortgage obligations73,93171,38982,76479,26291,21786,345
Municipal bonds53,45845,82953,89146,67467,47657,625
U.S. government agency18,07917,12819,15118,04920,60019,333
Corporate bonds6,9856,5736,9826,0886,9806,383
Total available for sale443,804402,792477,357433,926541,287486,518
Held to maturity:
Municipal bonds1,0651,0651,0651,0661,0751,072
Total held to maturity1,0651,0651,0651,0661,0751,072
Total investment securities$444,869$403,857$478,422$434,992$542,362$487,590

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)202420232022
Fixed rate:
Available for sale$420,577$451,517$511,960
Held to maturity1,0651,0651,075
Total fixed rate421,642452,582513,035
Adjustable rate:
Available for sale23,22725,84029,327
Total adjustable rate23,22725,84029,327
Total investment securities$444,869$478,422$542,362

30

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, 2024. No tax-exempt yields have been adjusted to a tax-equivalent basis. All amounts are shown at amortized cost.

Amounts as of December 31, 2024 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$3,988$83,825$68,941$134,597$291,351
Collateralized mortgage obligations7,03450,28344916,16573,931
Municipal bonds9,27031,36712,82153,458
U.S. government agency5,0004912,9844618,079
Corporate bonds6,9856,985
Total available for sale16,022143,427120,726163,629443,804
Weighted average yield3.13%2.50%2.68%2.17%2.45%
Held to maturity:
Municipal bonds1,0651,065
Total held to maturity1,0651,065
Weighted average yield%4.00%%%4.00%
Total investment securities$16,022$144,492$120,726$163,629$444,869
Weighted average yield3.13%2.51%2.68%2.17%2.45%

The following table summarizes activity in the Company’s investment securities portfolio during 2024.

(dollars in thousands)Available for SaleHeld to Maturity
Balance, December 31, 2023$433,926$1,065
Purchases10,507
Principal maturities, prepayments and calls(43,779)
Amortization of premiums and accretion of discounts(281)
Increase in market value2,419
Balance, December 31, 2024$402,792$1,065

As of December 31, 2024, the Company had a net unrealized loss on its available for sale investment securities portfolio of $41.0 million, compared to a net unrealized loss of $43.4 million as of December 31, 2023. 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.

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

31

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 $2.8 billion as of December 31, 2024, up $110.1 million, or 4.1%, compared to December 31, 2023. Certificates of deposits totaled $733.9 million as of December 31, 2024, up $89.2 million, or 13.8%, compared to December 31, 2023. The following table sets forth the composition of the Company’s deposits as of the dates indicated.

December 31,Increase/(Decrease)
(dollars in thousands)20242023AmountPercent
Demand deposit$733,073$744,424$(11,351)(1.5)%
Savings210,977231,624(20,647)(8.9)
Money market457,483408,02449,45912.1
NOW645,246641,8183,4280.5
Certificates of deposit733,917644,73489,18313.8
Total deposits$2,780,696$2,670,624$110,0724.1%

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)202420232022
AverageBalanceInterestExpenseAverageRate PaidAverageBalanceInterestExpenseAverageRate PaidAverageBalanceInterestExpenseAverageRate Paid
Noninterest-bearing demand deposits$747,640$821,592$894,103
Interest-bearing deposits
Interest-bearing demand deposits625,0058,0081.28%638,8465,4640.86%745,4631,9410.26%
Savings219,8801,2090.55265,8501,0790.41313,1514130.13
Money market accounts432,19811,9832.77389,9596,8811.76441,3671,1870.27
Certificates of deposit704,98131,5804.48465,71014,0803.02358,7291,6740.47
Total interest-bearing deposits1,982,06452,7802.66%1,760,36527,5041.56%1,858,7105,2150.28%
Total deposits$2,729,704$2,581,957$2,752,813

The total amount of our uninsured deposits (deposits in excess of $250,000, as calculated in accordance with FDIC regulations) were $813.6 million at December 31, 2024 and $748.6 million at December 31, 2023. Certificates of deposit in the amount of $250,000 and over increased $37.7 million, or 19.7%, from $190.7 million at December 31, 2023 to $228.4 million at December 31, 2024. 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)202420232022
3 months or less$134,885$46,372$19,826
3 - 6 months45,42433,42113,646
6 - 12 months38,62389,26226,620
12 - 36 months8,53820,3668,040
More than 36 months9221,3121,310
Total certificates of deposit greater than $250,000$228,392$190,733$69,442

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 due 2032 (the "Notes"). 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 bear interest at a fixed rate of 5.75% per year from and including the issue date to but excluding June 30, 2027. From June 30, 2027, the Notes 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

32

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 $54.5 million and $54.2 million at December 31, 2024 and December 31, 2023, respectively. The subordinated debt was recorded net of issuance costs, which is being amortized using the straight-line method over five years.

Other Borrowings

On March 12, 2023, the Federal Reserve Board created the Bank Term Funding Program ("BTFP"), which offers loans to banks with a term up to one year with no prepayment penalty. The loans are secured by pledging qualifying securities and are valued at par for collateral purposes. At December 31, 2024 and 2023, the Bank pledged securities with a collateral value of $0 and $103.4 million, respectively. The Bank participated in the BTFP during 2024 and paid off the loan before December 31, 2024. The average balance of other borrowings, which included the BTFP loan was $128.7 million during 2024, up $123.1 million from 2023.

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 $137.2 million short-term FHLB advances as of December 31, 2024, down $12.8 million, or 8.5%, compared to $150.0 million as of December 31, 2023. Long-term FHLB advances totaled $38.3 million as of December 31, 2024, down $4.4 million, or 10.3%, compared to $42.7 million as of December 31, 2023.

Average FHLB advances were $57.0 million during 2024, down $186.6 million, or 76.6%, from 2023.

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, 2024, shareholders’ equity totaled $396.1 million, up $28.6 million, or 7.8%, compared to $367.4 million at December 31, 2023. The increase was primarily due to the Company’s earnings for the year ended December 31, 2024 and a reduction in accumulated other comprehensive loss, partially offset by shareholders' dividends and repurchases of shares of the Company's common stock.

RESULTS OF OPERATIONS

Net income in 2024 was $36.4 million, down $3.8 million, or 9.5%, compared to 2023. Diluted earnings per share ("EPS") for 2024 was $4.55, down $0.44, or 8.8%, from 2023. For the year ended December 31, 2024, the Company provisioned $2.4 million to the allowance for loan losses compared to a provision of $2.3 million for the year ended December 31, 2023.

Net income in 2023 was $40.2 million, up $6.2 million, or 18.1%, compared to 2022. Diluted EPS for 2023 was $4.99, up $0.83, or 20.0% from 2022. For the year ended December 31, 2023, the Company provisioned $2.3 million to the allowance for loan losses compared to a provision of $7.5 million for the year ended December 31, 2022. The provision during 2022 was significantly impacted by the acquisition of Friendswood.

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 2.84%, 3.20% and 3.78% for the years ended December 31, 2024, 2023, and 2022, respectively.

Net interest income totaled $120.3 million in 2024, down $430,000, or 0.4%, compared to $120.7 million in 2023. The decrease was primarily due to the cost and increase in average interest-bearing liabilities outpacing the yield and increase in average interest-earning assets. Total interest expense increased $21.5 million, or 50.1%, in 2024 compared to 2023 primarily

33

related to higher deposit costs during 2024 compared to 2023. The average cost of total interest-bearing deposits increased by 110 basis points to 2.66% in 2024.

In 2023, net interest income totaled $120.7 million, up $2.7 million, or 2.3%, compared to $118.0 million in 2022. The increase in net interest income for 2023 compared to 2022 was primarily due to the impact of a full year of Friendswood's interest-earning assets and loan growth. Total interest expense increased $35.1 million, or 442.9%, in 2023 compared to 2022 primarily related to higher FHLB advances during 2023 compared to 2022, increased costs in interest-bearing deposits and a full year of interest expense on our subordinated debt issued in 2022. The average cost of total interest-bearing deposits in 2023 totaled 1.56%, up 128 basis points from 2022.

The Company’s net interest margin, which is net interest income as a percentage of average interest-earning assets, was 3.71%, 3.89%, and 3.92% during the years ended December 31, 2024, 2023, and 2022, 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)202420232022
Average BalanceInterestAverage Yield/ RateAverage BalanceInterestAverage Yield/ RateAverage BalanceInterestAverage Yield/ Rate
Interest-earning assets:
Loans receivable(1)$2,652,669$170,2556.33%$2,510,301$149,3385.88%$2,174,967$112,6605.12%
Investment securities(TE)
Taxable443,52310,6182.39485,20111,5372.38455,7579,6472.12
Tax-exempt16,2622902.2619,3223672.4124,3714812.50
Total investment securities459,78510,9082.39504,52311,9042.38480,12810,1282.14
Other interest-earning assets71,4983,6045.0454,3232,4214.46325,4293,1420.97
Total interest-earning assets(TE)3,183,952184,7675.743,069,147163,6635.282,980,524125,9304.19
Noninterest-earning assets202,769193,673198,338
Total assets$3,386,721$3,262,820$3,178,862
Interest-bearing liabilities:
Deposits:
Savings, checking and money market$1,277,083$21,2001.66%$1,294,655$13,4241.04%$1,499,981$3,5410.24%
Certificates of deposit704,98131,5804.48465,71014,0803.02358,7291,6740.47
Total interest-bearing deposits1,982,06452,7802.661,760,36527,5041.561,858,7105,2150.28
Other borrowings128,6996,0944.745,5672143.845,6032133.80
Subordinated debt54,3483,3816.2254,1283,3906.2627,3961,7106.24
FHLB advances56,9562,2503.92243,51311,8634.8132,7627772.36
Total interest-bearing liabilities2,222,06764,5052.902,063,57342,9712.081,924,4717,9150.41
Noninterest-bearing liabilities783,458851,942918,937
Total liabilities3,005,5252,915,5152,843,408
Shareholders’ equity381,196347,305335,454
Total liabilities and shareholders’ equity$3,386,721$3,262,820$3,178,862
Net interest-earning assets$961,885$1,005,574$1,056,053
Net interest income; net interest spread(TE)$120,2622.84%$120,6923.20%$118,0153.78%
Net interest margin(TE)3.71%3.89%3.92%

(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.

34

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).

2024 Compared to 2023Change Attributable To2023 Compared to 2022Change Attributable To
(dollars in thousands)RateVolumeTotal Increase (Decrease)RateVolumeTotal Increase (Decrease)
Interest income:
Loans receivable$10,851$10,066$20,917$18,114$18,564$36,678
Investment securities(359)(637)(996)9728041,776
Other interest-earning assets5356481,1831,401(2,122)(721)
Total interest income11,02710,07721,10420,48717,24637,733
Interest expense:
Savings, checking and money market accounts4,7193,0577,7766,5013,3829,883
Certificates of deposit8,6938,80717,5007,2965,11012,406
Other borrowings2,3503,5305,88011
Subordinated debt(9)(9)6301,0501,680
FHLB advances(3,570)(6,043)(9,613)4,4616,62511,086
Total interest expense12,1839,35121,53418,88916,16735,056
Increase (decrease) in net interest income$(1,156)$726$(430)$1,598$1,079$2,677

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, 2024, the Company provisioned $2.4 million to the allowance for loan losses compared to a provision of $2.3 million and $7.5 million for 2023 and 2022, respectively. The provision for loan losses during 2024 reflected our assessment of the change in expected losses due primarily to loan growth during the year.

Net charge-offs were $1.0 million for 2024, compared to net charge-offs of $103,000 and $694,000 for 2023 and 2022, respectively. Net loan charge-offs for 2024 were primarily attributable to originated commercial and industrial, consumer and construction and land loans. Charge-offs during 2023 were primarily attributable to an originated commercial and industrial loan and consumer loans.

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

35

Noninterest Income

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

(dollars in thousands)202420232024 vs 2023Percent Increase (Decrease)20222023 vs 2022Percent Increase (Decrease)
Noninterest income:
Service fees and charges$5,118$4,9922.5%$4,9201.5%
Bank card fees6,5257,051(7.5)6,27912.3
Gain on sale of loans, net470816(42.4)66323.1
Income from bank-owned life insurance1,1001,0455.391514.2
Loss on sale of securities, net(249)(100.0)
Gain (loss) on sale of assets, net33(27)(222.2)26(203.8)
Other income1,3791,00836.81,082(6.8)
Total noninterest income$14,625$14,636(0.1)%$13,8855.4%

2024 compared to 2023

Noninterest income for 2024 totaled $14.6 million, down $11,000, or 0.1%, compared to 2023. Income from bank card fees for 2024 was down $526,000, or 7.5%, from 2023 primarily due to decreased transaction activity by our cardholders.

Gain on sale of loans for 2024 decreased $346,000, or 42.4%, compared to 2023, primarily due to less sales of SBA loans in 2024 compared to 2023.

Other income for 2024 increased $371,000, or 36.8%, compared to 2023 primarily due to derivative fee income and an increase in Small Business Investment Company ("SBIC") income.

2023 compared to 2022

Noninterest income for 2023 totaled $14.6 million, up $751,000, or 5.4%, compared to 2022. Income from bank card fees for 2023 was up $772,000, or 12.3%, from 2022, primarily due to to increased transaction activity by our cardholders.

Gain on sale of loans for 2023 increased $153,000, or 23.1%, compared to 2022, primarily due to the sale of SBA loans during the third quarter of 2023, which was partially offset by lower mortgage loans held for sale due to the current rate environment.

The Company recorded a net loss of $249,000 related to the sale of investment securities during 2023. There were no gross gains or gross losses related to the sale of investment securities during 2022.

Income from bank-owned life insurance for 2023 increased $130,000 primarily due to full year of income for insurance policies purchase purchased late in the third quarter of 2022.

36

Noninterest Expense

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

(dollars in thousands)202420232024 vs 2023Percent Increase (Decrease)20222023 vs 2022Percent Increase (Decrease)
Noninterest expense:
Compensation and benefits$51,330$48,9334.9%$47,7502.5%
Occupancy10,1319,6744.78,71511.0
Marketing and advertising2,0002,146(6.8)2,263(5.2)
Data processing and communication10,2419,3729.39,3070.7
Professional services1,9221,69013.71,740(2.9)
Forms, printing and supplies7947811.77662.0
Franchise and shares tax1,8631,7556.22,108(16.7)
Regulatory fees1,9542,040(4.2)2,122(3.9)
Foreclosed assets, net341(547)162.3523(204.6)
Amortization of acquisition intangible1,3281,601(17.1)1,602(0.1)
Provision for credit losses on unfunded commitments106501(78.8)27880.2
Other expenses5,2794,8957.84,7353.4
Total noninterest expense$87,289$82,8415.4%$81,9091.1%

2024 compared to 2023

Noninterest expense for 2024 totaled $87.3 million, up $4.4 million, or 5.4%, from 2023.

Compensation and benefits expense for 2024 was up $2.4 million, or 4.9%, compared to 2023, primarily due to increased salaries and compensation expense.

Data processing and communication for 2024 was up $869,000, or 9.3%, compared to 2023, primarily due to increases in cost of maintenance contracts in 2024.

Occupancy expense for 2024 was up $457,000, or 4.7%, compared to 2023, primarily due to an additional leases in our Houston market.

In 2024, the Company recorded a $341,000 expense related to foreclosed assets, compared to a $547,000 reversal in 2023, primarily due to a $769,000 recovery of a previous loss on a foreclosed asset.

Provision for credit losses on unfunded commitments decreased $395,000, or 78.8%, compared to 2023, primarily due to a decrease in unfunded commitments.

2023 compared to 2022

Noninterest expense for 2023 totaled $82.8 million, up $932,000, or 1.1%, from 2022. Noninterest expense for 2022 included merger-related expenses from the Friendswood acquisition totaling $2.0 million (pre-tax). The increase in noninterest expense in 2023, primarily reflects the overall growth of the Company and the impact of the Friendswood acquisition for a full year.

Compensation and benefits expense for 2023 was up $1.2 million, or 2.5%, compared to 2022, primarily due to increased salaries and compensation expense.

Occupancy expense for 2023 was up $959,000, or 11.0%, compared to 2022, primarily due to the additional offices in the Houston market area.

Provision for credit losses on unfunded commitments increased $223,000, or 80.2%, compared to 2022, primarily due to increased funding commitments.

In 2023, the Company recorded a $547,000 reversal to expenses related to foreclosed assets, primarily due to a $769,000 recovery of a previous loss on a foreclosed asset, compared to a $523,000 expense in 2022.

37

Income Taxes

For the years ended December 31, 2024, 2023 and 2022, the Company incurred income tax expense of $8.8 million, $9.9 million and $8.4 million, respectively. The Company’s effective tax rate was 19.4%, 19.8%, and 19.8% for 2024, 2023 and 2022, respectively.

The Company's effective tax rate in 2024 decreased compared to 2023 due to variances in items that are non-taxable or non-deductible. The Company's effective tax rate in 2023 remained consistent with 2022. See Note 15 to the Consolidated Financial Statements for additional information concerning our income taxes.

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, 2024, certificates of deposit maturing within the next 12 months totaled $693.3 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, 2024, the average balance of our outstanding FHLB advances was $57.0 million. At December 31, 2024, we had $175.5 million in outstanding FHLB advances and $1.1 billion 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, 2024.

Shift in Interest Rates (in bps)% Change in Projected Net Interest Income
+2000.4
+1000.3
-100(1.0)
-200(2.3)

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.

38

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 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 one- to four--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 2024 and 2023, 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)20242023
Standby letters of credit$6,502$7,289
Available portion of lines of credit488,930368,398
Undisbursed portion of loans in process76,424221,997
Commitments to originate loans161,482127,076

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.

39

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, 2024.

(dollars in thousands)Less Than One YearOne to Three YearsThree to Five YearsOver Five YearsTotal
Unused commercial lines of credit$126,712$80,014$31,961$78,060$316,747
Unused personal lines of credit51,77435,51213,41971,478172,183
Undisbursed portion of loans in process43,51215,63416,29598376,424
Standby letters of credit5,7237796,502
Commitments to originate loans148,8688,0534,561161,482
Total$376,589$139,992$66,236$150,521$733,338

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, 2024 are shown in the following table.

(dollars in thousands)20252026202720282029ThereafterTotal
Operating leases$1,357$1,371$1,386$1,228$1,150$10,160$16,652
Certificates of deposit693,28130,0383,9302,6462,8381,184733,917
Subordinated debt55,00055,000
Long-term FHLB advances35,1943,13238,326
Total$729,832$34,541$5,316$3,874$3,988$66,344$843,895

FY 2023 10-K MD&A

SEC filing source: 0001436425-24-000009.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2024-03-08. Report date: 2023-12-31.

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 2023 of $40.2 million, or $4.99 diluted EPS compared to $34.1 million, or $4.16 diluted EPS, reported for 2022. Key components of the Company's performance in 2023 are summarized below.

•Assets increased $91.8 million, or 2.8%, from December 31, 2022 to $3.3 billion at December 31, 2023.

•Loans increased by $150.9 million, or 6.2%, from December 31, 2022 to $2.6 billion at December 31, 2023.

•During the year ended December 31, 2023, the Company provisioned $2.3 million of the allowance for loan losses compared to a $7.5 million provisioned for the year ended December 31, 2022. The provision charged in 2022 included $3.8 million for loans acquired in the Friendswood acquisition.

•The ALL totaled $31.5 million, or 1.22% of total loans, at December 31, 2023. The ACL, which is comprised of the allowance for loan losses plus the allowance for unfunded lending commitments, totaled $34.1 million, or 1.32% of total loans, at December 31, 2023.

•Total deposits increased $37.4 million, or 1.4%, from December 31, 2022 to $2.7 billion at December 31, 2023, primarily due to increase in certificate of deposits, which was partially offset with decreases in core deposits.

•The Company repurchased 164,272 shares of common stock at an average price of $32.01 per share during 2023.

•The net interest margin was 3.89% for the year ended December 31, 2023, down 3 bps compared to 2022, primarily due to an increase in the average cost of interest-bearing liabilities, partially offset with an increase in the average yield earned on interest-earning assets during 2023.

•The average rate paid on total interest-bearing deposits during 2023 was 1.56%, up 128 bps compared to 2022.

•Noninterest income increased $751,000, or 5.4%, in 2023 compared to 2022, primarily due to an increase in bank card fees and gain on sale of loans.

•Noninterest expense increased $932,000, or 1.1%, in 2023 compared to 2022 primarily due to increase in compensation and benefits, occupancy and provision for credit losses on unfunded commitments, which were partially offset with a recovery of foreclosed assets expense and lower franchise and shares tax expense. The Company incurred $2.0 million in pre-tax merger-related expenses during 2022.

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%.

19

As of December 31,
(dollars in thousands)20232022202120202019
Selected Financial Condition Data:
Total assets$3,320,122$3,228,280$2,938,244$2,591,850$2,200,465
Cash and cash equivalents75,83187,401601,443187,95239,847
Interest-bearing deposits in banks99349349349449
Investment securities:
Available for sale433,926486,518327,632254,752257,321
Held to maturity1,0651,0752,1022,9347,149
Loans receivable, net2,550,1012,401,4511,819,0041,946,9911,696,493
Intangible assets86,37287,97361,94963,11264,472
Deposits2,670,6242,633,1812,535,8492,213,8211,820,975
Other borrowings5,5395,5395,5395,5395,539
Subordinated debt, net of issuance cost54,24154,013
Federal Home Loan Bank advances192,713176,21326,04628,82440,620
Shareholders’ equity367,444329,954351,903321,842316,329
For the Years Ended December 31,
(dollars in thousands, except per share data)20232022202120202019
Selected Operating Data:
Interest income$163,663$125,930$106,902$104,129$102,208
Interest expense42,9717,9155,91311,91816,212
Net interest income120,692118,015100,98992,21185,996
Provision (reversal) for loan losses2,3417,489(10,161)12,7283,014
Net interest income after provision for loan losses118,351110,526111,15079,48382,982
Noninterest income14,63613,88516,27114,30514,415
Noninterest expense82,84181,90966,98262,98163,605
Income before income taxes50,14642,50260,43930,80733,792
Income taxes9,9068,43011,8186,0425,860
Net income$40,240$34,072$48,621$24,765$27,932
Earnings per share - basic$5.02$4.19$5.80$2.86$3.08
Earnings per share - diluted$4.99$4.16$5.77$2.85$3.05
Cash dividends per share$1.00$0.93$0.91$0.88$0.84
As of or For the Years Ended December 31,
20232022202120202019
Selected Operating Ratios: (1)
Average yield on interest-earning assets(TE)5.28%4.19%4.11%4.48%5.07%
Average rate on interest-bearing liabilities2.080.410.350.761.13
Average interest rate spread(TE)(2)3.203.783.763.723.94
Net interest margin(TE)(3)3.893.923.883.964.26
Average interest-earning assets to average interest-bearing liabilities148.73154.87152.48146.05140.07
Noninterest expense to average assets2.542.582.422.532.89
Efficiency ratio(4)61.2162.1057.1259.1363.34
Return on average assets1.231.071.760.991.27
Return on average common equity11.5910.1614.387.838.95

20

As of or For the Years Ended December 31,
20232022202120202019
Return on average tangible common equity (Non-GAAP)(8)15.9513.9317.9810.2411.83
Common stock dividend payout ratio20.0422.3615.7730.8827.54
Average equity to average assets10.6410.5512.2212.6914.19
Book value per common share$45.04$39.82$41.27$36.82$34.19
Tangible book value per common share (Non-GAAP)(9)34.4529.2034.0029.6027.22
Asset Quality Ratios: (5) (6)
Non-performing loans as a percent of total loans receivable0.34%0.43%0.72%0.61%1.17%
Non-performing assets as a percent of total assets0.310.340.490.950.95
Allowance for loan losses as a percent of non-performing loans as of end of period357.8278.64158.9110.0110.0
Allowance for loan losses as a percent of net loans as of end of period1.221.151.151.291.29
Capital Ratios: (5) (7)
Tier 1 risk-based capital ratio12.98%12.43%14.66%13.92%14.22%
Leverage capital ratio10.9810.439.779.6811.17
Total risk-based capital ratio14.2313.6315.8515.1815.28

(1)With the exception of end-of-period ratios, all ratios are based on average daily 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, 2023, 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 at December 31, 2019. Acquired assets, which were foreclosed assets or ORE, totaled $2.4 million at December 31, 2019. 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.

21

Non-GAAP Reconciliation

As of or For the Years Ended December 31,
(dollars in thousands, except per share data)20232022202120202019
Book value per common share$45.04$39.82$41.27$36.82$34.19
Less: Intangibles10.5910.627.277.226.97
Tangible book value per common share34.4529.2034.0029.6027.22
Net Income40,24034,07248,62124,76527,932
Add: CDI amortization, net of tax1,2641,2669191,0741,251
Non-GAAP tangible income41,50435,33849,54025,83929,183
Return on common equity11.59%10.16%14.38%7.83%8.95%
Add: Intangibles4.363.773.602.412.88
Return on average tangible common equity15.95%13.93%17.98%10.24%11.83%

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 ("ASC") 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.

Allowance for credit losses on unfunded loan commitments represents expected credit losses over the contractual period for which the Company is exposed to credit risk from a contractual obligation to extend credit. No allowance is recorded if the Company has the unconditional right to cancel the obligation. The allowance is reported as a component of other liabilities within the Consolidated Statements of Financial Condition. Adjustments to the allowance for unfunded commitments are reported in the Consolidated Statements of Income as a component of Noninterest Expense.

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,

22

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.

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 $150.9 million, or 6.2%, from December 31, 2022 to $2.6 billion at December 31, 2023. At December 31, 2023, the total recorded net investment in PPP loans was $5.5 million, which is included in commercial and industrial loans. The recorded investment in PPP loans is net of $60,000 in deferred lender fees, which will be amortized into interest income over the life of the loans. Excluding PPP loans, total loans increased by $152.0 million, or 6.3%.

23

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

December 31,
(dollars in thousands)20232022202120202019
Real estate loans:
One- to four-family first mortgage$433,401$389,616$350,843$395,638$430,820
Home equity loans and lines68,97761,86360,31267,70079,812
Commercial real estate1,192,6911,152,537801,624750,623722,807
Construction and land340,724313,175259,652221,823195,748
Multi-family residential107,263100,58890,51887,33254,869
Total real estate loans2,143,0562,017,7791,562,9491,523,1161,484,056
Other loans:
Commercial and industrial405,659377,894244,123417,926184,701
Consumer32,92335,07733,02138,91245,604
Total other loans438,582412,971277,144456,838230,305
Total loans$2,581,638$2,430,750$1,840,093$1,979,954$1,714,361

The following table reflects contractual loan maturities as of December 31, 2023, 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, 2023 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$27,152$108,222$73,752$224,275$433,401
Home equity loans and lines3,8098,1408,38848,64068,977
Commercial real estate128,588575,761365,414122,9281,192,691
Construction and land141,530140,35532,93725,902340,724
Multi-family residential28,76850,48816,36111,646107,263
Commercial and industrial188,823121,22995,6061405,659
Consumer3,40611,97416,2771,26632,923
Total$522,076$1,016,169$608,735$434,658$2,581,638
Loans with fixed interest rates:
One- to four-family first mortgage$102,794$50,194$101,557$254,545
Home equity loans and lines1,6694,8181026,589
Commercial real estate508,958278,15814,485801,601
Construction and land109,44816,439125,887
Multi-family residential47,36612,3537,23366,952
Commercial and industrial78,49369,9181148,412
Consumer9,40216,2081,06526,675
Total$858,130$448,088$124,443$1,430,661
Loans with variable interest rates:
One- to four-family first mortgage$5,428$23,558$122,718$151,704
Home equity loans and lines6,4713,57048,53858,579
Commercial real estate66,80387,256108,443262,502
Construction and land30,90716,49825,90273,307
Multi-family residential3,1224,0084,41311,543
Commercial and industrial42,73625,68868,424

24

Amounts as of December 31, 2023 which mature in:
(dollars in thousands)One year or lessAfter one but within five yearsAfter five but within fifteen yearsAfter fifteen yearsTotal
Consumer2,572692012,842
Total$158,039$160,647$310,215$628,901

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 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 adoption 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)20232022202120202019
Allowance for loan losses:
Beginning balance$29,299$21,089$32,963$17,868$16,348
ASC 326 adoption impact4,633
Provision for acquired PCD loans1,415
Provision for loan losses2,3417,489(10,161)12,7283,014
Loans charged off:
One- to four-family first mortgage(12)(80)(176)(99)(4)
Home equity loans and lines(6)(575)(42)
Commercial real estate(29)(270)(1,337)(5)(360)
Construction and land(688)(6)
Multi-family residential
Commercial and industrial(255)(792)(599)(984)(893)
Consumer(175)(256)(187)(250)(272)
Recoveries on charged off loans36870459233583
Ending balance - allowance for loan losses$31,537$29,299$21,089$32,963$17,868
Allowance for unfunded lending commitments:
Beginning balance$2,093$1,815$1,425$$
ASC 326 adoption impact1,425
Provision for losses on unfunded commitments501278390
Ending balance - allowance for unfunded commitments2,5942,0931,8151,425
Total allowance for credit losses$34,131$31,392$22,904$34,388$17,868

At December 31, 2023, the ALL totaled $31.5 million, or 1.22% of total loans, and the ACL, which includes the reserve for unfunded lending commitments, totaled $34.1 million, or 1.32% of total loans. For the year ended December 31, 2023, the Company provisioned $2.3 million of the allowance for loan losses compared to a provision of $7.5 million for the year ended December 31, 2022. The provision for loan losses during 2023 primarily reflected our loan growth during the year. 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 and loan growth.

25

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

December 31,
20232022202120202019
(dollars in thousands)Amount% LoansAmount% LoansAmount% LoansAmount% LoansAmount% Loans
One-to four-family first mortgage$3,25516.8%$2,88316.0%$1,94419.1%$3,06520.0%$2,71525.1%
Home equity loans and lines6882.76242.65083.26763.41,0844.6
Commercial real estate14,80546.213,81447.410,45443.618,85137.96,54142.2
Construction and land5,41513.24,68012.93,57214.14,15511.22,67011.4
Multi-family residential4744.15724.14574.91,0774.45723.2
Commercial and industrial6,16615.76,02415.63,52013.34,27621.13,69410.8
Consumer7341.37021.46341.88632.05922.7
Total$31,537100.0%$29,299100.0%$21,089100.0%$32,963100.0%$17,868100.0%

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,
20232022202120202019
Allowance for loan losses as a percentage of total loans outstanding1.22%1.21%1.15%1.66%1.04%
Allowance for loan losses$31,537$29,299$21,089$32,963$17,868
Total loans outstanding$2,581,638$2,430,750$1,840,093$1,979,954$1,714,361
Nonaccrual loans as a percentage of total loans outstanding0.34%0.43%0.72%0.94%1.42%
Total nonaccrual loans$8,814$10,513$13,269$18,677$24,386
Total loans outstanding$2,581,638$2,430,750$1,840,093$1,979,954$1,714,361
Allowance for loan losses as a percentage of nonaccrual loans357.81%278.69%158.93%176.49%73.27%
Allowance for loan losses$31,537$29,299$21,089$32,963$17,868
Total nonaccrual loans$8,814$10,513$13,269$18,677$24,386
Net charge-offs during period to average loans outstanding:
One-to four family residential loans0.01%(0.01)%(0.04)%(0.02)%—%
Net charge-offs$31$(41)$(131)$(86)$(4)
Average loans outstanding$414,780$367,570$372,207$422,156$441,183
Net charge-offs during period to average loans outstanding:
Home equity loans and lines0.01%0.02%0.03%(0.76)%(0.03)%
Net charge-offs$6$14$19$(559)$(26)
Average loans outstanding$66,428$60,023$62,957$73,396$80,994
Net charge-offs during period to average loans outstanding:
Commercial real estate0.01%(0.03)%(0.17)%0.01%(0.05)%
Net charge-offs$71$(270)$(1,337)$50$(360)
Average loans outstanding$1,170,475$1,024,610$769,950$728,959$686,442

26

For the Years Ended December 31,
20232022202120202019
Net charge-offs during period to average loans outstanding:
Construction and land%%0.03%(0.33)%%
Net charge-offs$$$63$(688)$(6)
Average loans outstanding$328,218$297,218$241,725$205,591$194,976
Net charge-offs during period to average loans outstanding:
Multi-family residential%%%%%
Net charge-offs$$$$$
Average loans outstanding$104,166$97,753$87,101$72,906$50,474
Net charge-offs during period to average loans outstanding:
Commercial and industrial(0.02)%(0.10)%(0.08)%(0.24)%(0.49)%
Net charge-offs$(75)$(283)$(286)$(878)$(868)
Average loans outstanding$392,397$294,459$356,180$360,930$178,236
Net charge-offs during period to average loans outstanding:
Consumer(0.40)%(0.34)%(0.12)%(0.25)%(0.47)%
Net charge-offs$(136)$(114)$(41)$(105)$(230)
Average loans outstanding$33,837$33,334$35,647$41,350$49,297

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, 2023 and 2022, loans identified as individually evaluated for expected losses were $4.2 million and $5.0 million, respectively. Due to the adoption of ASC 326, total loans identified as impaired and individually evaluated at December 31, 2023 included $1.4 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.

27

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

December 31, 2023
(dollars in thousands)Recorded InvestmentAllowance for Loan LossesAllowance to Total Loans
Loans Individually Evaluated
One- to four-family first mortgage$$%
Home equity loans and lines
Commercial real estate3,9572015.08
Construction and land14712383.67
Multi-family residential
Commercial and industrial1129584.82
Consumer
Total$4,216$4199.94%
December 31, 2022
(dollars in thousands)Recorded InvestmentAllowance for Loan LossesAllowance to Total Loans
Loans Individually Evaluated
One- to four-family first mortgage$$%
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%

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, 2023 and 2022, we had a total of $28.2 million and $21.5 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

28

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 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)20232022202120202019
Nonaccrual loans (1):
Real estate loans:
One- to four-family first mortgage$1,600$2,300$3,575$3,838$3,948
Home equity loans and lines2083438631,244
Commercial real estate5,2036,9458,43112,29813,325
Construction and land1,1813152584692,469
Multi-family residential
Other loans:
Commercial and industrial3313787631,7173,224
Consumer291541204292176
Total nonaccrual loans8,81410,51313,26918,67724,386
Accruing loans 90 days or more past due262
Total nonperforming loans8,81410,51513,27518,67924,386
Foreclosed assets and ORE1,5754611,1891,3024,156
Total nonperforming assets10,38910,97614,46419,98128,542
Performing troubled debt restructurings(2)6,2054,9632,0852,378
Total nonperforming assets and troubled debt restructurings$10,389$17,181$19,427$22,066$30,920
Nonperforming loans to total loans0.34%0.43%0.72%0.94%1.42%
Nonperforming loans to total assets0.27%0.33%0.45%0.72%1.11%
Nonaccrual loans to total loans0.34%0.43%0.72%0.94%1.42%
Nonperforming assets to total assets0.31%0.34%0.49%0.77%1.30%
Total loans outstanding$2,581,638$2,430,750$1,840,093$1,979,954$1,714,361
Total assets outstanding$3,320,122$3,228,280$2,938,244$2,591,850$2,200,465

(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 at December 31, 2019.

(2)With the adoption of ASU 2022-02, effective January 1, 2023, TDR accounting has been eliminated.

Total nonperforming assets decreased by $587,000, or 5.3%, to $10.4 million at December 31, 2023, compared to $11.0 million at December 31, 2022. The ratio of nonperforming assets to total assets was 0.31% at December 31, 2023, compared to 0.34% at December 31, 2022.

As of December 31, 2023, total nonperforming loans were down $1.7 million, or 16.2%, from December 31, 2022 primarily due to improved performance of loans and paydowns on nonaccrual loans. Foreclosed assets and ORE were up $1.1 million, or 241.6%, from December 31, 2022.

29

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 decreased by an aggregate of $52.6 million, or 10.8%, during 2023. Securities available for sale made up 99.8% of the investment securities portfolio as of December 31, 2023. The following table sets forth the amortized cost and market value of our investment securities portfolio as of the dates indicated.

December 31,
202320222021
(dollars in thousands)Amortized CostMarket ValueAmortized CostMarket ValueAmortized CostMarket Value
Available for sale:
U.S. agency mortgage-backed$314,569$283,853$355,014$316,832$234,720$233,773
Collateralized mortgage obligations82,76479,26291,21786,34531,35631,912
Municipal bonds53,89146,67467,47657,62551,09450,719
U.S. government agency19,15118,04920,60019,3335,6155,614
Corporate bonds6,9826,0886,9806,3835,5005,614
Total available for sale477,357433,926541,287486,518328,285327,632
Held to maturity:
Municipal bonds1,0651,0661,0751,0722,1022,132
Total held to maturity1,0651,0661,0751,0722,1022,132
Total investment securities$478,422$434,992$542,362$487,590$330,387$329,764

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)202320222021
Fixed rate:
Available for sale$451,517$511,960$300,923
Held to maturity1,0651,0752,102
Total fixed rate452,582513,035303,025
Adjustable rate:
Available for sale25,84029,32727,362
Total adjustable rate25,84029,32727,362
Total investment securities$478,422$542,362$330,387

30

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, 2023. No tax-exempt yields have been adjusted to a tax-equivalent basis. All amounts are shown at amortized cost.

Amounts as of December 31, 2023 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$236$82,757$85,306$146,270$314,569
Collateralized mortgage obligations43262,77957618,97782,764
Municipal bonds1,88928,16123,84153,891
U.S. government agency5,23213,66425519,151
Corporate bonds6,9826,982
Total available for sale668152,657134,689189,343477,357
Weighted average yield5.29%2.59%2.52%2.04%2.36%
Held to maturity:
Municipal bonds1,0651,065
Total held to maturity1,0651,065
Weighted average yield%4.00%%%4.00%
Total investment securities$668$153,722$134,689$189,343$478,422
Weighted average yield5.29%2.60%2.52%2.04%2.36%

The following table summarizes activity in the Company’s investment securities portfolio during 2023.

(dollars in thousands)Available for SaleHeld to Maturity
Balance, December 31, 2022$486,518$1,075
Sales(14,011)
Principal maturities, prepayments and calls(49,554)
Amortization of premiums and accretion of discounts(364)(10)
Increase in market value11,337
Balance, December 31, 2023$433,926$1,065

As of December 31, 2023, the Company had a net unrealized loss on its available for sale investment securities portfolio of $43.4 million, compared to a net unrealized loss of $54.8 million as of December 31, 2022. 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. During 2023, the Company sold an aggregate of $14.0 million in investment securities at a net loss of 249,000.

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.

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

31

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 $2.7 billion as of December 31, 2023, up $37.4 million, or 1.4%, compared to December 31, 2022. Certificates of deposits totaled $644.7 million as of December 31, 2023, up $309.3 million, or 92.2%, compared to December 31, 2022. The following table sets forth the composition of the Company’s deposits as of the dates indicated.

December 31,Increase/(Decrease)
(dollars in thousands)20232022AmountPercent
Demand deposit$744,424$904,301$(159,877)(17.7)%
Savings231,624305,871(74,247)(24.3)
Money market408,024423,990(15,966)(3.8)
NOW641,818663,574(21,756)(3.3)
Certificates of deposit644,734335,445309,28992.2
Total deposits$2,670,624$2,633,181$37,4431.4%

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)202320222021
AverageBalanceInterestExpenseAverageRate PaidAverageBalanceInterestExpenseAverageRate PaidAverageBalanceInterestExpenseAverageRate Paid
Noninterest-bearing demand deposits$821,592$894,103$717,536
Interest-bearing deposits
Interest-bearing demand deposits265,850$1,0790.41%313,1514130.13%274,3593670.13%
Savings638,8465,4640.86745,4631,9410.26689,9911,9400.28
Money market accounts389,9596,8811.76441,3671,1870.27353,6435750.16
Certificates of deposit465,71014,0803.02358,7291,6740.47338,4872,3480.69
Total interest-bearing deposits1,760,36527,5041.56%1,858,7105,2150.28%1,656,4805,2300.32%
Total deposits$2,581,957$2,752,813$2,374,016

The total amount of our uninsured deposits (deposits in excess of $250,000, as calculated in accordance with FDIC regulations) were $748.6 million at December 31, 2023 and $830.9 million at December 31, 2022. Certificates of deposit in the amount of $250,000 and over increased $121.3 million, or 174.7%, from $69.4 million at December 31, 2022 to $190.7 million at December 31, 2023. 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)202320222021
3 months or less$46,372$19,826$19,481
3 - 6 months33,42113,64613,586
6 - 12 months89,26226,62021,631
12 - 36 months20,3668,0407,355
More than 36 months1,3121,3101,168
Total certificates of deposit greater than $250,000$190,733$69,442$63,221

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 bear interest at a fixed rate of 5.75% per year from and including the issue date to but excluding June 30, 2027. From June 30, 2027, the Notes 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

32

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 $54.2 million and $54.0 million at December 31, 2023 and December 31, 2022, respectively. The subordinated debt was recorded net of issuance costs, 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 $150.0 million short-term FHLB advances as of December 31, 2023, down $5.0 million, or 3.2%, compared to $155.0 million as of December 31, 2022. Long-term FHLB advances totaled $42.7 million as of December 31, 2023, up $21.5 million, or 101.4%, compared to $21.2 million as of December 31, 2022.

Average FHLB advances were $243.5 million during 2023, up $210.8 million, or 643.3%, from 2022.

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, 2023, shareholders’ equity totaled $367.4 million, up $37.5 million, or 11.4%, compared to $330.0 million at December 31, 2022. The increase was primarily due to the Company’s earnings for the year ended December 31, 2023 and a reduction in other comprehensive loss, partially offset by shareholders' dividends and repurchases of shares of the Company's common stock.

RESULTS OF OPERATIONS

Net income in 2023 was $40.2 million, up $6.2 million, or 18.1%, compared to 2022. Diluted EPS for 2023 was $4.99, up $0.83, or 20.0%, from 2022. For the year ended December 31, 2023, the Company provisioned $2.3 million of the allowance for loan losses compared to a provision of $7.5 million for the year ended December 31, 2022. The provision during 2022 was significantly impacted by the acquisition of Friendswood.

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 and the provision for loan losses.

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 3.20%, 3.78% and 3.76% for the years ended December 31, 2023, 2022, and 2021, respectively.

Net interest income totaled $120.7 million in 2023, up $2.7 million, or 2.3%, compared to $118.0 million in 2022. The increase was primarily due to the impact of a full year of Friendswood's interest-earning assets and loan growth. Total interest expense increased $35.1 million, or 442.9%, in 2023 compared to 2022 primarily related higher FHLB advances during 2023 compared to 2022, increased costs in interest-bearing deposits and a full year of interest expense on our subordinated debt issued in 2022. The average cost of total interest-bearing deposits increased by 128 basis points to 1.56% in 2023.

The Company recognized $34,000 and $1.2 million of PPP lender fees in loan interest income in 2023 and 2022, respectively. The remaining balance of $60,000 in deferred lender fees at December 31, 2023 will be amortized into interest income over the remaining life of the PPP loans.

33

In 2022, net interest income totaled $118.0 million, up $17.0 million, or 16.9%, compared to $101.0 million in 2021. The increase in net interest income for 2022 compared to 2021 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 the subordinated debt we issued on June 30, 2022. The average cost of total interest-bearing deposits in 2022 totaled 0.28%, down 4 basis points from 2021.

The Company’s net interest margin, which is net interest income as a percentage of average interest-earning assets, was 3.89%, 3.92%, and 3.88% during the years ended December 31, 2023, 2022, and 2021, 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)202320222021
Average BalanceInterestAverage Yield/ RateAverage BalanceInterestAverage Yield/ RateAverage BalanceInterestAverage Yield/ Rate
Interest-earning assets:
Loans receivable(1)$2,510,301$149,3385.88%$2,174,967$112,6605.12%$1,925,767$101,5775.22%
Investment securities(TE)
Taxable485,20111,5372.38455,7579,6472.12263,4594,3011.63
Tax-exempt19,3223672.4124,3714812.5019,5063392.20
Total investment securities504,52311,9042.38480,12810,1282.14282,9654,6401.67
Other interest-earning assets54,3232,4214.46325,4293,1420.97367,2416850.19
Total interest-earning assets(TE)3,069,147163,6635.282,980,524125,9304.192,575,973106,9024.11
Noninterest-earning assets193,673198,338189,905
Total assets$3,262,820$3,178,862$2,765,878
Interest-bearing liabilities:
Deposits:
Savings, checking and money market$1,294,655$13,4241.04%$1,499,981$3,5410.24%$1,317,993$2,8820.22%
Certificates of deposit465,71014,0803.02358,7291,6740.47338,4872,3480.69
Total interest-bearing deposits1,760,36527,5041.561,858,7105,2150.281,656,4805,2300.32
Other borrowings5,5672143.845,6032133.805,5812123.81
Subordinated debt54,1283,3906.2627,3961,7106.24
FHLB advances243,51311,8634.8132,7627772.3627,3194711.72
Total interest-bearing liabilities2,063,57342,9712.081,924,4717,9150.411,689,3805,9130.35
Noninterest-bearing liabilities851,942918,937738,491
Total liabilities2,915,5152,843,4082,427,871
Shareholders’ equity347,305335,454338,007
Total liabilities and shareholders’ equity$3,262,820$3,178,862$2,765,878
Net interest-earning assets$1,005,574$1,056,053$886,593
Net interest income; net interest spread(TE)$120,6923.20%$118,0153.78%$100,9893.76%
Net interest margin(TE)3.89%3.92%3.88%

(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.

34

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).

2023 Compared to 2022Change Attributable To2022 Compared to 2021Change Attributable To
(dollars in thousands)RateVolumeTotal Increase (Decrease)RateVolumeTotal Increase (Decrease)
Interest income:
Loans receivable$18,114$18,564$36,678$4,086$6,997$11,083
Investment securities9728041,7762,5052,9835,488
Other interest-earning assets1,401(2,122)(721)1,5998582,457
Total interest income20,48717,24637,7338,19010,83819,028
Interest expense:
Savings, checking and money market accounts6,5013,3829,883314345659
Certificates of deposit7,2965,11012,406(451)(223)(674)
Other borrowings1111
Subordinated debt6301,0501,6801,7101,710
FHLB advances4,4616,62511,086157149306
Total interest expense18,88916,16735,056201,9822,002
Increase (decrease) in net interest income$1,598$1,079$2,677$8,170$8,856$17,026

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, 2023, the Company provisioned $2.3 million to the allowance for loan losses compared to a provision of $7.5 million and a reversal of $10.2 million for 2022 and 2021, respectively. The provision for loan losses during 2023 reflected our assessment of the change in expected losses due primarily to loan growth during the year.

Net charge-offs were $103,000 for 2023, compared to net charge-offs of $694,000 and $1.7 million for 2022 and 2021, respectively. Net loan charge-offs for 2023 were primarily attributable to originated commercial and industrial and consumer loans. Charge-offs during 2022 were primarily attributable to an originated commercial and industrial loan and one acquired Friendswood commercial relationship.

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

35

Noninterest Income

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

(dollars in thousands)202320222023 vs 2022Percent Increase (Decrease)20212022 vs 2021Percent Increase (Decrease)
Noninterest income:
Service fees and charges$4,992$4,9201.5%$4,7024.6%
Bank card fees7,0516,27912.35,9355.8
Gain on sale of loans, net81666323.12,518(73.7)
Income from bank-owned life insurance1,04591514.22,603(64.8)
Loss on sale of securities, net(249)
(Loss) gain on sale of assets, net(27)26(203.8)(504)(105.2)
Other income1,0081,082(6.8)1,0176.4
Total noninterest income$14,636$13,8855.4%$16,271(14.7)%

2023 compared to 2022

Noninterest income for 2023 totaled $14.6 million, up $751,000, or 5.4%, compared to 2022. Income from bank card fees for 2023 was up $772,000, or 12.3%, from 2022 primarily due to to increased transaction activity by our cardholders.

Gain on sale of loans for 2023 increased $153,000, or 23.1%, compared to 2022, primarily due to the sale of SBA loans during the third quarter of 2023, which was partially offset by lower mortgage loans held for sale due to the current rate environment.

The Company recorded a net loss of $249,000 related to the sale of investment securities during 2023. There were no gross gains or gross losses related to the sale of investment securities during 2022.

Income from bank-owned life insurance in 2023 increased $130,000 primarily due to full year of income for insurance policies purchase purchased late in the third quarter of 2022.

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 sale of assets of $504,000 from 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.

36

Noninterest Expense

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

(dollars in thousands)202320222023 vs 2022Percent Increase (Decrease)20212022 vs 2021Percent Increase (Decrease)
Noninterest expense:
Compensation and benefits$48,933$47,7502.5%$39,15122.0%
Occupancy9,6748,71511.06,97025.0
Marketing and advertising2,1462,263(5.2)1,87121.0
Data processing and communication9,3729,3070.78,5009.5
Professional services1,6901,740(2.9)1,17847.7
Forms, printing and supplies7817662.064418.9
Franchise and shares tax1,7552,108(16.7)1,47542.9
Regulatory fees2,0402,122(3.9)1,31761.1
Foreclosed assets, net(547)523(204.6)45315.5
Amortization of acquisition intangible1,6011,602(0.1)1,16337.7
Provision for credit losses on unfunded commitments50127880.2390(28.7)
Other expenses4,8954,7353.43,87022.4
Total noninterest expense$82,841$81,9091.1%$66,98222.3%

2023 compared to 2022

Noninterest expense for 2023 totaled $82.8 million, up $932,000, or 1.1%, from 2022. Noninterest expense for 2022 included merger-related expenses from the Friendswood acquisition totaling $2.0 million (pre-tax). The increase in noninterest expense in 2023 primarily reflects the overall growth of the Company and the impact of the Friendswood acquisition for a full year.

Compensation and benefits expense for 2023 was up $1.2 million, or 2.5%, compared to 2022 primarily due to increased salaries and compensation expense.

Occupancy expense for 2023 was up $959,000, or 11.0%, compared to 2022 primarily due to the additional offices in the Houston market area.

Provision for credit losses on unfunded commitments increased $223,000, or 80.2%, compared to 2022 primarily due to increased funding commitments.

In 2023, the Company recorded a $547,000 reversal to expenses related to foreclosed assets, primarily due to a $769,000 recovery of a previous loss on a foreclosed asset, compared to a $523,000 expense in 2022.

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 reflected 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.

Income Taxes

For the years ended December 31, 2023, 2022 and 2021, the Company incurred income tax expense of $9.9 million, $8.4 million and $11.8 million, respectively. The Company’s effective tax rate was 19.8%, 19.8% and 19.6% for 2023, 2022 and 2021, respectively.

37

The Company's effective tax rate in 2023 remained consistent with 2022. 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.

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, 2023, certificates of deposit maturing within the next 12 months totaled $544.5 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, 2023, the average balance of our outstanding FHLB advances was $243.5 million. At December 31, 2023, we had $192.7 million in outstanding FHLB advances and $1.0 billion 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, 2023.

Shift in Interest Rates (in bps)% Change in Projected Net Interest Income
+2001.9
+1001.1
-100(1.8)
-200(3.9)

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.

38

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 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 2023 and 2022, 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)20232022
Standby letters of credit$7,289$6,969
Available portion of lines of credit368,398367,167
Undisbursed portion of loans in process221,997194,182
Commitments to originate loans127,076164,682

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.

39

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, 2023.

(dollars in thousands)Less Than One YearOne to Three YearsThree to Five YearsOver Five YearsTotal
Unused commercial lines of credit$135,179$57,998$32,267$22,163$247,607
Unused personal lines of credit39,42311,8963,09466,378120,791
Undisbursed portion of loans in process45,63756,52346,23773,600221,997
Standby letters of credit6,4593035277,289
Commitments to originate loans118,4254,0904,561127,076
Total$345,123$130,810$86,686$162,141$724,760

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, 2023 are shown in the following table.

(dollars in thousands)20242025202620272028ThereafterTotal
Operating leases$1,540$1,227$1,241$1,256$1,170$11,313$17,747
Certificates of deposit544,50486,7706,2252,9752,2582,002644,734
Subordinated debt55,00055,000
Long-term FHLB advances4,07635,3753,26242,713
Total$550,120$123,372$10,728$4,231$3,428$68,315$760,194

FY 2022 10-K MD&A

SEC filing source: 0001436425-23-000011.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2023-03-09. Report date: 2022-12-31.

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.

16

•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

17

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

18

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.

19

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.

20

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

21

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

22

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.

23

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

24

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%

25

(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.

26

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

27

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.

28

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

29

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.

30

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

31

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.

32

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.

33

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.

34

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.

35

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.

36

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

37

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.

38

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

FY 2021 10-K MD&A

SEC filing source: 0001436425-22-000009.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2022-03-10. Report date: 2021-12-31.

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 2021 of $48.6 million, or $5.77 diluted EPS compared to $24.8 million, or $2.85 diluted EPS, reported for 2020. Our 2021 results reflect a $10.2 million reversal of reserve builds made in 2020 primarily due to improvements in our assessment of the economic impact of the COVID-19 pandemic.

Highlights of the Company’s performance for the year ended December 31, 2021 are summarized below.

•Assets increased $346.4 million, or 13.4%, from December 31, 2020 to $2.9 billion at December 31, 2021.

•Loans decreased by $139.9 million, or 7.1%, from December 31, 2020 to $1.8 billion at December 31, 2021. Excluding PPP loans, loans increased by $37.7 million, or 2.1%.

•During the year ended December 31, 2021, the Company reversed $10.2 million of the allowance for loan losses compared to $12.7 million provisioned for the year ended December 31, 2020. This reversal was primarily due to improvements in our assessment of the economic impact of the COVID-19 pandemic.

•The ALL totaled $21.1 million, or 1.15% of total loans, at December 31, 2021. The ACL, which is comprised of the allowance for loan losses plus the allowance for unfunded lending commitments, totaled $22.9 million, or 1.24% of total loans at December 31, 2021. Excluding PPP loans, the ratios of ALL to total loans and ACL to total loans were 1.17% and 1.27%, respectively.

•Total deposits increased $322.0 million, or 14.5%, from December 31, 2020 to $2.5 billion at December 31, 2021 primarily due to increases in demand deposit and NOW accounts.

18

•The Company repurchased 246,012 shares of common stock at an average price of $36.18 per share.

•The net interest margin was 3.88% for the year ended December 31, 2021, down 8 bps compared to 2020, primarily due to a decrease in the average yield earned on interest-earning assets during 2021.

•Loan income from the recognition of deferred PPP lender fees increased $7.3 million, or 178.8% from December 31, 2020 to $11.4 million at December 31, 2021.

•The average rate paid on total interest-bearing deposits during 2021 was 0.32%, down 40 bps compared to 2020.

•Noninterest income increased $2.0 million, or 13.7%, in 2021 compared to 2020 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 $4.0 million, or 6.4%, in 2021 compared to 2020. Increases across several noninterest expense categories (including, but not limited to, compensation, data processing, marketing, provision for credit losses on unfunded commitments and other expenses) were partially offset by decreases in amortization of acquisition intangibles, foreclosed assets, and regulatory fees.

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)20212020201920182017
Selected Financial Condition Data:
Total assets$2,938,244$2,591,850$2,200,465$2,153,658$2,228,121
Cash and cash equivalents601,443187,95239,84759,618150,418
Interest-bearing deposits in banks3493494499392,421
Investment securities:
Available for sale327,632254,752257,321260,131234,993
Held to maturity2,1022,9347,14910,87213,034
Loans receivable, net1,819,0041,946,9911,696,4931,633,4061,642,988
Intangible assets61,94963,11264,47266,05568,033
Deposits2,535,8492,213,8211,820,9751,773,2171,866,227
Other borrowings5,5395,5395,5395,539
Federal Home Loan Bank advances26,04628,82440,62058,69871,825
Shareholders’ equity351,903321,842316,329304,040277,871

19

For the Years Ended December 31,
(dollars in thousands, except per share data)20212020201920182017
Selected Operating Data:
Interest income$106,902$104,129$102,208$102,312$74,398
Interest expense5,91311,91816,21210,3066,549
Net interest income100,98992,21185,99692,00667,849
Provision for loan losses(10,161)12,7283,0143,9432,317
Net interest income after provision for loan losses111,15079,48382,98288,06365,532
Noninterest income16,27114,30514,41513,4479,962
Noninterest expense66,98262,98163,60563,22546,177
Income before income taxes60,43930,80733,79238,28529,317
Income taxes11,8186,0425,8606,69512,493
Net income$48,621$24,765$27,932$31,590$16,824
Earnings per share - basic$5.80$2.86$3.08$3.48$2.36
Earnings per share - diluted$5.77$2.85$3.05$3.40$2.28
Cash dividends per share$0.91$0.88$0.84$0.71$0.55
As of or For the Years Ended December 31,
20212020201920182017
Selected Operating Ratios: (1)
Average yield on interest-earning assets(TE)4.11%4.48%5.07%5.15%4.91%
Average rate on interest-bearing liabilities0.350.761.130.730.59
Average interest rate spread(TE)(2)3.763.723.944.424.32
Net interest margin(TE)(3)3.883.964.264.624.48
Average interest-earning assets to average interest-bearing liabilities152.48146.05140.07139.72135.70
Noninterest expense to average assets2.422.532.892.932.86
Efficiency ratio(4)57.1259.1363.3459.9659.35
Return on average assets1.760.991.271.461.04
Return on average common equity14.387.838.9510.888.63
Return on average tangible common equity (Non-GAAP)(8)17.9810.2411.8314.809.66
Common stock dividend payout ratio15.7730.8827.5420.8824.12
Average equity to average assets12.2212.6914.1913.4312.06
Book value per common share$41.27$36.82$34.19$32.14$29.57
Tangible book value per common share (Non-GAAP)(9)34.0029.6027.2225.1622.33
Asset Quality Ratios: (5) (6)
Non-performing loans as a percent of total loans receivable0.72%0.61%1.17%1.40%2.38%
Non-performing assets as a percent of total assets0.490.950.950.971.49
Allowance for loan losses as a percent of non-performing loans as of end of period158.9110.0110.096.663.9
Allowance for loan losses as a percent of net loans as of end of period1.151.291.291.361.52
Capital Ratios: (5) (7)
Tier 1 risk-based capital ratio14.66%13.92%14.22%14.55%12.54%

20

As of or For the Years Ended December 31,
20212020201920182017
Leverage capital ratio9.779.6811.1711.1511.66
Total risk-based capital ratio15.8515.1815.2815.5913.48

(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% for the years ended December 31, 2021, 2020, 2019 and 2018 and 35% for the year ended December 31, 2017.

(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, 2021. 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 $8.7 million, $9.8 million, $9.0 million and $2.7 million at December 31, 2020, 2019, 2018 and 2017, respectively. Acquired assets, which were foreclosed assets or ORE, totaled $880,000, $2.4 million, $1.4 million and $584,000, at December 31, 2020, 2019, 2018 and 2017, 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.

Non-GAAP Reconciliation

As of or For the Years Ended December 31,
(dollars in thousands, except per share data)20212020201920182017
Book value per common share$41.27$36.82$34.19$32.14$29.57
Less: Intangibles7.277.226.976.987.24
Tangible book value per common share34.0029.6027.2225.1622.33
Net Income48,62124,76527,93231,59016,824
Add: CDI amortization, net of tax9191,0741,2501,458496
Non-GAAP tangible income49,54025,83929,18233,04817,320
Return on common equity14.38%7.83%8.95%10.88%8.63%
Add: Intangibles3.602.412.883.921.03
Return on average tangible common equity17.9810.2411.8314.809.66

21

COVID-19 RESPONSE

Mississippi's COVID-19 restrictions were lifted during the first quarter of 2021. After an increase in COVID-19 cases during the third quarter of 2021, Louisiana reinstituted its indoor mask mandate in August 2021. The mask mandate was lifted in October 2021 but was reinstituted in the city of New Orleans in January 2022.

Under the Small Business Administration's ("SBA") Paycheck Protection Program ("PPP"), the Company funded approximately 4,875 PPP loans totaling $388.7 million during 2020 and 2021, in aggregate. At December 31, 2021, the total recorded net investment in PPP loans was $43.6 million, of which approximately 177 loans with an aggregate outstanding balance of $5.0 million were for amounts of $150,000 or less.

To give immediate financial support to our customers, the Company began providing principal and/or interest payment relief options in March 2020. When we last reported the level of such deferrals in our third quarter Form 10-Q (as of September 30, 2021), $4.5 million, or less than 1% of total loans, were under deferral agreements. As of December 31, 2021, the level of deferrals decreased to $3.9 million, or less than 1% of total loans. The level of COVID-19 related deferrals formerly totaled $558.8 million, or 28% of total loans, at June 30, 2020. Of the loans that have exited deferral agreements, $372.6 million, or 99%, were current and performing as of December 31, 2021.

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 policy noted below meets the SEC’s definition of a critical accounting policy.

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, 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.

22

ACQUISITION ACTIVITY

The Company has completed five 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
Total Acquisitions$1,689,382$1,175,891$58,488$13,670$1,359,210

We expect our pending acquisition of Friendswood Capital Corporation and its wholly owned subsidiary, Texan Bank, N.A., to be consummated in the first quarter of 2022.

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) decreased $139.9 million, or 7.1%, from December 31, 2020 to $1.8 billion at December 31, 2021. At December 31, 2021, the total recorded net investment in PPP loans was $43.6 million, which are included in commercial and industrial loans. The recorded investment in PPP loans is net of $1.3 million in deferred lender fees, which will be amortized into interest income over the life of the loans. Excluding PPP loans, total loans increased by $37.7 million, or 2.1%.

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

23

December 31,
(dollars in thousands)20212020201920182017
Real estate loans:
One- to four-family first mortgage$350,843$395,638$430,820$450,363$477,211
Home equity loans and lines60,31267,70079,81283,97694,445
Commercial real estate801,624750,623722,807640,575611,358
Construction and land259,652221,823195,748193,597177,263
Multi-family residential90,51887,33254,86954,45550,978
Total real estate loans1,562,9491,523,1161,484,0561,422,9661,411,255
Other loans:
Commercial and industrial244,123417,926184,701172,934185,284
Consumer33,02138,91245,60453,85461,256
Total other loans277,144456,838230,305226,788246,540
Total loans$1,840,093$1,979,954$1,714,361$1,649,754$1,657,795

The following table reflects contractual loan maturities as of December 31, 2021, 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, 2021 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$39,322$107,263$83,353$120,905$350,843
Home equity loans and lines1,26613,97613,29731,77360,312
Commercial real estate107,792359,111285,85048,871801,624
Construction and land148,86059,39129,42921,972259,652
Multi-family residential24,94749,6819,4516,43990,518
Commercial and industrial85,125131,26627,732244,123
Consumer4,26711,04514,1523,55733,021
Total$411,579$731,733$463,264$233,517$1,840,093
Loans with fixed interest rates:
One- to four-family first mortgage$102,393$66,510$58,644$227,547
Home equity loans and lines9565,617366,609
Commercial real estate321,505218,77322,295562,573
Construction and land35,71314,5423,35753,612
Multi-family residential48,0527,3275,15960,538
Commercial and industrial93,49525,426118,921
Consumer8,46513,9423,27725,684
Total$610,579$352,137$92,768$1,055,484
Loans with variable interest rates:
One- to four-family first mortgage$4,870$16,843$62,261$83,974
Home equity loans and lines13,0207,68031,73752,437
Commercial real estate37,60667,07726,576131,259
Construction and land23,67814,88718,61557,180
Multi-family residential1,6292,1241,2805,033

24

Amounts as of December 31, 2021 which mature in:
(dollars in thousands)One year or lessAfter one, but within five yearsAfter five but within fifteen yearsAfter fifteen yearsTotal
Commercial and industrial37,7712,30640,077
Consumer2,5802102803,070
Total$121,154$111,127$140,749$373,030

Allowance for Credit Losses

Effective January 1, 2020, the Company adopted the guidance under ASC 326, 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 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)20212020201920182017
Allowance for loan losses:
Beginning balance$32,963$17,868$16,348$14,807$12,511
ASC 326 adoption impact4,633
Provision for loan losses(10,161)12,7283,0143,9432,317
Loans charged off:
One- to four-family first mortgage(176)(99)(4)(1)(29)
Home equity loans and lines(6)(575)(42)(10)
Commercial real estate(1,337)(5)(360)(3)
Construction and land(688)(6)
Multi-family residential
Commercial and industrial(599)(984)(893)(2,506)(358)
Consumer(187)(250)(272)(74)(64)
Recoveries on charged off loans59233583179443
Ending balance - allowance for loan losses$21,089$32,963$17,868$16,348$14,807
Allowance for unfunded lending commitments:
Beginning balance$1,425$$$$
ASC 326 adoption impact1,425
Provision for losses on unfunded commitments390
Ending balance - allowance for unfunded commitments1,8151,425
Total allowance for credit losses$22,904$34,388$17,868$16,348$14,807

25

At December 31, 2021, the ALL totaled $21.1 million, or 1.15% of total loans, and the ACL, which includes the reserve for unfunded lending commitments, totaled $22.9 million, or 1.24% of total loans. For the year ended December 31, 2021, the Company reversed $10.2 million of the allowance for loan losses compared to $12.7 million provision for the year ended December 31, 2020. The provision for loan losses during 2020 reflected our assessment of the change in expected losses due primarily to the economic impact of the COVID-19 pandemic.

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

December 31,
20212020201920182017
(dollars in thousands)Amount% LoansAmount% LoansAmount% LoansAmount% LoansAmount% Loans
One-to four-family first mortgage$1,94419.1%$3,06520.0%$2,71525.1%$2,13627.3%$1,66328.7%
Home equity loans and lines5083.26763.41,0844.61,0795.11,1025.7
Commercial real estate10,45443.618,85137.96,54142.26,12538.84,90636.9
Construction and land3,57214.14,15511.22,67011.42,28511.71,74910.7
Multi-family residential4574.91,0774.45723.25503.33553.1
Commercial and industrial3,52013.34,27621.13,69410.83,22810.54,53011.2
Consumer6341.88632.05922.79453.35023.7
Total$21,089100.0%$32,963100.0%$17,868100.0%$16,348100.0%$14,807100.0%

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,
20212020201920182017
Allowance for loan losses as a percentage of total loans outstanding1.15%1.66%1.04%0.99%0.89%
Allowance for loan losses$21,089$32,963$17,868$16,348$14,807
Total loans outstanding$1,840,093$1,979,954$1,714,361$1,649,754$1,657,795
Nonaccrual loans as a percentage of total loans outstanding0.72%0.94%1.42%1.48%1.51%
Total nonaccrual loans$13,269$18,677$24,386$24,412$25,033
Total loans outstanding$1,840,093$1,979,954$1,714,361$1,649,754$1,657,795
Allowance for loan losses as a percentage of nonaccrual loans158.93%176.49%73.27%66.97%59.15%
Allowance for loan losses$21,089$32,963$17,868$16,348$14,807
Total nonaccrual loans$13,269$18,677$24,386$24,412$25,033
Net charge-offs during period to average loans outstanding:
One-to four family residential loans(0.04)%(0.02)%—%—%(0.01)%
Net charge-offs$(131)$(86)$(4)$(1)$(29)
Average loans outstanding$372,207$422,156$441,183$461,712$347,120
Net charge-offs during period to average loans outstanding:
Home equity loans and lines0.03%(0.76)%(0.03)%0.01%0.01%
Net charge-offs$19$(559)$(26)$5$10
Average loans outstanding$62,957$73,396$80,994$89,085$88,763
Net charge-offs during period to average loans outstanding:

26

For the Years Ended December 31,
20212020201920182017
Commercial real estate(0.17)%0.01%(0.05)%%%
Net charge-offs$(1,337)$50$(360)$$(3)
Average loans outstanding$769,950$728,959$686,442$619,690$462,261
Net charge-offs during period to average loans outstanding:
Construction and land0.03%(0.33)%%%%
Net charge-offs$63$(688)$(6)$$
Average loans outstanding$241,725$205,591$194,976$174,033$131,593
Net charge-offs during period to average loans outstanding:
Multi-family residential%%%%%
Net charge-offs$$$$$
Average loans outstanding$87,101$72,906$50,474$53,678$47,587
Net charge-offs during period to average loans outstanding:
Commercial and industrial(0.08)%(0.24)%(0.49)%(1.30)%0.04%
Net charge-offs$(286)$(878)$(868)$(2,348)$50
Average loans outstanding$356,180$360,930$178,236$180,456$134,643
Net charge-offs during period to average loans outstanding:
Consumer(0.12)%(0.25)%(0.47)%(0.10)%(0.12)%
Net charge-offs$(41)$(105)$(230)$(58)$(49)
Average loans outstanding$35,647$41,350$49,297$58,189$41,609

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, 2021. 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.

27

(dollars in thousands)Total LoansPPP LoansTotal ACLACL to Total LoansACL to Total Non-PPP Loans
December 31, 2021
Retail CRE$187,087$$2,5361.36%1.36%
Hotels and short-term rentals107,6253,1102,8412.642.72
Restaurants and bars59,5448,9471,3692.302.71
Energy40,3248272.052.05
Credit cards4,1383297.957.95
Other loans1,441,37531,58013,1870.910.94
Total$1,840,093$43,637$21,0891.15%1.17%
Unfunded lending commitments(1)1,815
Total$1,840,093$43,637$22,9041.24%1.27%

(1)At December 31, 2021, the allowance of $1.8 million related to unfunded lending commitments of $434.6 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.

An impaired loan generally is one for which it is probable, based on current information, that the lender will not collect all the amounts due under the contractual terms of the loan. 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 impaired loans.

At December 31, 2021 and 2020, loans identified as impaired and individually evaluated for expected losses were $4.6 million and $9.0 million, respectively. Due to the adoption of ASC 326, total loans identified as impaired and individually evaluated at December 31, 2021 included $1.1 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.

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

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%
December 31, 2020
(dollars in thousands)Recorded InvestmentAllowance for Loan LossesAllowance to Total Loans
Loans Individually Evaluated
One- to four-family first mortgage$1,006$1009.94%
Home equity loans and lines
Commercial real estate7,4001,00813.62
Construction and land
Multi-family residential
Commercial and industrial60643171.12
Consumer
Total$9,012$1,53917.08%

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, 2021 and 2020, we had a total of $17.5 million and $35.3 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

28

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)20212020201920182017
Nonaccrual loans (1):
Real estate loans:
One- to four-family first mortgage$3,575$3,838$3,948$5,172$3,173
Home equity loans and lines38631,2441,6991,542
Commercial real estate8,43112,29813,32511,3438,757
Construction and land2584692,4691,594449
Multi-family residential
Other loans:
Commercial and industrial7631,7173,2243,98810,610
Consumer204292176616502
Total nonaccrual loans13,26918,67724,38624,41225,033
Accruing loans 90 days or more past due62
Total nonperforming loans13,27518,67924,38624,41225,033
Foreclosed assets and ORE1,1891,3024,1561,558728
Total nonperforming assets14,46419,98128,54225,97025,761
Performing troubled debt restructurings4,9632,0852,3781,4062,536
Total nonperforming assets and troubled debt restructurings$19,427$22,066$30,920$27,376$28,297
Nonperforming loans to total loans0.72%0.94%1.42%1.48%1.51%
Nonperforming loans to total assets0.45%0.72%1.11%1.13%1.12%
Nonaccrual loans to total loans0.72%0.94%1.42%1.48%1.51%
Nonperforming assets to total assets0.49%0.77%1.30%1.21%1.16%
Total loans outstanding$1,840,093$1,979,954$1,714,361$1,649,754$1,657,795
Total assets outstanding$2,938,244$2,591,850$2,200,465$2,153,658$2,228,121

(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, $1.7 million and $4.3 million at December 31, 2019, 2018 and 2017, respectively.

As a result of Section 4013 of the CARES Act and recent interagency guidance issued by Federal banking regulators, modifications, such as deferrals of principal and/or interest payments, to borrowers affected by the COVID-19 pandemic are not deemed to be TDRs if such modifications are made on loans that were current as of December 31, 2019. Such deferrals and loan modifications totaled $3.9 million, or less than 1% of total loans, at December 31, 2021 compared to $558.8 million (28% of total loans) at June 30, 2020. We will continue to follow the guidance of Federal banking regulators in making any TDR determinations.

Total nonperforming assets decreased by $5.5 million, or 27.6%, to $14.5 million at December 31, 2021, compared to $20.0 million at December 31, 2020. The ratio of non-performing assets to total assets was 0.49% at December 31, 2021, compared to 0.77% at December 31, 2020.

29

As of December 31, 2021, total nonperforming loans were down $5.4 million, or 29.0%, from December 31, 2020 primarily due to pay-downs on nonaccrual loans. Foreclosed assets and ORE were also down $113,000, or 8.7%, from December 31, 2020.

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 Credit 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 $72.0 million, or 28.0%, during 2021. Securities available for sale made up 99.4% of the investment securities portfolio as of December 31, 2021. The following table sets forth the amortized cost and market value of our investment securities portfolio as of the dates indicated.

December 31,
202120202019
(dollars in thousands)Amortized CostMarket ValueAmortized CostMarket ValueAmortized CostMarket Value
Available for sale:
U.S. agency mortgage-backed$234,720$233,773$138,669$142,812$94,446$95,172
Collateralized mortgage obligations31,35631,91274,11275,620142,408142,451
Municipal bonds51,09450,71927,30628,01115,89516,005
U.S. government agency5,6155,6146,2106,2553,6963,693
Corporate bonds5,5005,6142,0002,054
Total available for sale328,285327,632248,297254,752256,445257,321
Held to maturity:
Municipal bonds2,1022,1322,9342,9967,1497,194
Total held to maturity2,1022,1322,9342,9967,1497,194
Total investment securities$330,387$329,764$251,231$257,748$263,594$264,515

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)202120202019
Fixed rate:
Available for sale$300,923$230,056$234,080
Held to maturity2,1022,9347,149
Total fixed rate303,025232,990241,229
Adjustable rate:
Available for sale27,36218,24122,365
Total adjustable rate27,36218,24122,365
Total investment securities$330,387$251,231$263,594

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, 2021. No tax-exempt yields have been adjusted to a tax-equivalent basis. All amounts are shown at amortized cost.

30

Amounts as of December 31, 2021 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$988$28,541$77,888$127,303$234,720
Collateralized mortgage obligations43521,0011,3078,61331,356
Municipal bonds35550015,74234,49751,094
U.S. government agency5,2144015,615
Corporate bonds5,5005,500
Total available for sale1,77850,042105,651170,814328,285
Weighted average yield2.79%2.22%1.68%1.41%1.63%
Held to maturity:
Municipal bonds1,0941,0082,102
Total held to maturity1,0941,0082,102
Weighted average yield%2.11%1.62%%1.87%
Total investment securities$1,778$51,136$106,659$170,814$330,387
Weighted average yield2.79%2.22%1.68%1.41%1.63%

The following table summarizes activity in the Company’s investment securities portfolio during 2021.

(dollars in thousands)Available for SaleHeld to Maturity
Balance, December 31, 2020$254,752$2,934
Purchases167,584
Sales(5,068)
Principal maturities, prepayments and calls(80,686)(800)
Amortization of premiums and accretion of discounts(1,842)(32)
Decrease in market value(7,108)
Balance, December 31, 2021$327,632$2,102

As of December 31, 2021, the Company had a net unrealized loss on its available for sale investment securities portfolio of $653,000, compared to a net unrealized gain of $6.5 million as of December 31, 2020.

31

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.

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 $2.5 billion as of December 31, 2021, up $322.0 million, or 14.5%, compared to December 31, 2020. Certificates of deposits totaled $319.3 million as of December 31, 2021, down $49.5 million, or 13.4%, compared to December 31, 2020. The following table sets forth the composition of the Company’s deposits as of the dates indicated.

December 31,Increase/(Decrease)
(dollars in thousands)20212020AmountPercent
Demand deposit$766,385$615,700$150,68524.5%
Savings285,728250,16535,56314.2
Money market371,478333,07838,40011.5
NOW792,919646,085146,83422.7
Certificates of deposit319,339368,793(49,454)(13.4)
Total deposits$2,535,849$2,213,821$322,02814.5%

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)202120202019
AverageBalanceInterestExpenseAverageRate PaidAverageBalanceInterestExpenseAverageRate PaidAverageBalanceInterestExpenseAverageRate Paid
Noninterest-bearing demand deposits$717,536$581,385$443,063
Interest-bearing deposits
Interest-bearing demand deposits274,359$3670.13%228,5006100.27%203,2461,0230.50%
Savings689,9911,9400.28606,6233,3530.55501,7664,6090.92
Money market accounts353,6435750.16305,0291,3110.43282,2552,7280.97
Certificates of deposit338,4872,3480.69385,3635,7601.49384,6576,6901.74
Total interest-bearing deposits1,656,4805,2300.32%1,525,51511,0340.72%1,371,92415,0501.10%
Total deposits$2,374,016$2,106,900$1,814,987

32

The total amount of our uninsured deposits (deposits in excess of $250,000, as calculated in accordance with FDIC regulations) were $820.0 million at December 31, 2021 and $596.0 million at December 31, 2020. Certificates of deposit in the amount of $250,000 and over decreased $5.8 million, or 8.5%, from $69.1 million at December 31, 2020 to $63.2 million at December 31, 2021. 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)202120202019
3 months or less$19,481$24,321$15,465
3 - 6 months13,58615,29833,056
6 - 12 months21,63119,66514,192
12 - 36 months7,3559,00410,700
More than 36 months1,1687721,400
Total certificates of deposit greater than $250,000$63,221$69,060$74,813

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 no short-term FHLB advances as of December 31, 2021 and 2020. Long-term FHLB advances totaled $26.0 million as of December 31, 2021, down $2.8 million, or 9.6%, compared to $28.8 million as of December 31, 2020.

Average FHLB advances were $27.3 million during 2021, down $17.7 million, or 39.4%, from 2020.

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, 2021, shareholders’ equity totaled $351.9 million, up $30.1 million, or 9.3%, compared to $321.8 million at December 31, 2020. The increase was primarily due to the Company’s earnings for the year ended December 31, 2021, which was partially offset by other comprehensive loss, share repurchases, and dividends paid during 2021.

33

RESULTS OF OPERATIONS

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. For the year ended December 31, 2021, the Company reversed $10.2 million of the allowance for loan losses compared to $12.7 million provision for the year ended December 31, 2020. The provision for loan losses during 2020 reflected our assessment of expected losses due primarily to the economic impact of the COVID-19 pandemic.

Net income in 2020 was $24.8 million, down $3.2 million, or 11.3%, compared to 2019. Diluted EPS for 2020 was $2.85, down $0.20, or 6.6% from 2019. The decrease in net income was primarily due to the provision for loan losses in 2020 (most of which was recorded in the first and second quarters of the year).

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 3.76%, 3.72% and 3.94% for the years ended December 31, 2021, 2020, and 2019, respectively.

Net interest income totaled $101.0 million in 2021, up $8.8 million, or 9.5%, compared to $92.2 million in 2020. The increase was primarily due to lower deposit costs and an increase in loan income primarily due to PPP loans. 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 decreased by 40 basis points to 0.32% in 2021.

The Company recognized $11.4 million and $4.1 million of PPP lender fees in loan interest income in 2021 and 2020, respectively. The remaining balance of $1.3 million in deferred lender fees at December 31, 2021 will be amortized into interest income over the life of the PPP loans. Outstanding PPP loans positively impacted the average loan yield by 24 basis points and the net interest margin by 27 basis points during 2021.

In addition, the increase in average cash and cash equivalents from 2020 to 2021 negatively impacted the average yield on total interest-earning assets and the net interest margin by 39 basis points and 37 basis points, respectively. Average cash and cash equivalents are reflected in the increase in the average balance of other interest-earning assets. Average other interest-earning assets during 2021 were up $225.1 million from the average of $142.2 million during 2020.

In 2020, net interest income totaled $92.2 million, up $6.2 million, or 7.2%, compared to $86.0 million in 2019. The increase in net interest income for 2020 compared to 2019 was primarily due to lower deposit costs and an increase in loan income primarily due to PPP loans during 2020. Total interest expense on deposits decreased $4.0 million, or 26.7%, in 2020 compared to 2019. The average cost of total interest-bearing deposits in 2020 totaled 0.72%, down 38 basis points from 2019.

The Company’s net interest margin, which is net interest income as a percentage of average interest-earning assets, was 3.88%, 3.96%, and 4.26% during the years ended December 31, 2021, 2020, and 2019, respectively.

34

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)202120202019
Average BalanceInterestAverage Yield/ RateAverage BalanceInterestAverage Yield/ RateAverage BalanceInterestAverage Yield/ Rate
Interest-earning assets:
Loans receivable(1)$1,925,767$101,5775.22%$1,905,288$99,1065.14%$1,681,604$94,4145.56%
Investment securities(TE)
Taxable263,4594,3011.63240,1614,2281.76243,4045,8862.42
Tax-exempt19,5063392.2014,3043352.9622,8775072.80
Total investment securities282,9654,6401.67254,4654,5631.83266,2816,3932.45
Other interest-earning assets367,2416850.19142,1714600.3255,0291,4012.55
Total interest-earning assets(TE)2,575,973106,9024.112,301,924104,1294.482,002,914102,2085.07
Noninterest-earning assets189,905189,688195,569
Total assets$2,765,878$2,491,612$2,198,483
Interest-bearing liabilities:
Deposits:
Savings, checking and money market$1,317,993$2,8820.22%$1,140,152$5,2740.46%$987,267$8,3600.85%
Certificates of deposit338,4872,3480.69385,3635,7601.49384,6576,6901.74
Total interest-bearing deposits1,656,4805,2300.321,525,51511,0340.721,371,92415,0501.10
Other borrowings5,5812123.815,5392123.835,5422133.83
FHLB advances27,3194711.7245,0656721.4952,4859491.81
Total interest-bearing liabilities1,689,3805,9130.351,576,11911,9180.761,429,95116,2121.13
Noninterest-bearing liabilities738,491599,362456,547
Total liabilities2,427,8712,175,4811,886,498
Shareholders’ equity338,007316,131311,985
Total liabilities and shareholders’ equity$2,765,878$2,491,612$2,198,483
Net interest-earning assets$886,593$725,805$572,963
Net interest income; net interest spread(TE)$100,9893.76%$92,2113.72%$85,9963.94%
Net interest margin(TE)3.88%3.96%4.26%

(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.

35

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).

2021 Compared to 2020Change Attributable To2020 Compared to 2019Change Attributable To
(dollars in thousands)RateVolumeTotal Increase (Decrease)RateVolumeTotal Increase (Decrease)
Interest income:
Loans receivable$1,320$1,151$2,471$(115)$4,807$4,692
Investment securities(84)16177(1,071)(759)(1,830)
Other interest-earning assets(4)229225(904)(37)(941)
Total interest income1,2321,5412,773(2,090)4,0111,921
Interest expense:
Savings, checking and money market accounts(1,645)(747)(2,392)(2,191)(895)(3,086)
Certificates of deposit(2,006)(1,406)(3,412)(585)(345)(930)
Other borrowings(1)(1)
FHLB advances(81)(120)(201)(133)(144)(277)
Total interest expense(3,732)(2,273)(6,005)(2,909)(1,385)(4,294)
Increase (decrease) in net interest income$4,964$3,814$8,778$819$5,396$6,215

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

Effective January 1, 2020, the Company adopted the guidance under ASC 326, which introduced a new model known as CECL. For reporting periods beginning on and after January 1, 2020, our activity in the provision for loan losses, which are charges or recoveries to operating results, is undertaken to maintain a level of allowance that reflects expected losses for the full life of the financial assets. Prior to January 1, 2020 and the adoption of ASC 326, the activity in the provision for loan losses was recorded to maintain the allowance at an amount which management determined covered reasonably estimable and probable losses. For more information on the adoption of ASC 326, refer to Note 2 of the Consolidated Financial Statements.

For the year ended December 31, 2021, the Company reversed $10.2 million of the allowance for loan losses compared to provisions of $12.7 million and $3.0 million for 2020 and 2019, respectively. The provision for loan losses during 2020 reflected our assessment of the change in expected losses due primarily to the economic impact of the COVID-19 pandemic.

Net charge-offs were $1.7 million for 2021, compared to net charge-offs of $2.3 million and $1.5 million for 2020 and 2019, respectively. Net loan charge-offs for 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. Charge-offs during 2020 were primarily related to $1.0 million on two acquired commercial relationships and $806,000 on an originated commercial relationship classified as substandard prior to the COVID-19 pandemic.

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.

36

Noninterest Income

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

(dollars in thousands)202120202021 vs 2020Percent Increase (Decrease)20192020 vs 2019Percent Increase (Decrease)
Noninterest income:
Service fees and charges$4,702$4,6461.2%$5,940(21.8)%
Bank card fees5,9354,86821.94,5167.8
Gain on sale of loans, net2,5182,925(13.9)1,074172.3
Income from bank-owned life insurance2,603994161.92,069(52.0)
Loss on sale of assets, net(504)(11)4,481.8(335)(96.7)
Other income1,01788315.21,151(23.3)
Total noninterest income$16,271$14,30513.7%$14,415(0.8)%

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 were 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. 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 were recognized at the time of the sale. The Company believes that the sale/leaseback will reduce the operating expenses related to this branch office in future periods.

2020 compared to 2019

Noninterest income for 2020 totaled $14.3 million, down $110,000, or 0.8%, compared to 2019. The decrease was primarily due to a decrease in service fees and charges (down $1.3 million) and the absence of $1.2 million death benefit from a BOLI policy recognized in 2019, which were partially offset by an increase in gains on the sale of loans (up $1.9 million).

Noninterest Expense

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

37

(dollars in thousands)202120202021 vs 2020Percent Increase (Decrease)20192020 vs 2019Percent Increase (Decrease)
Noninterest expense:
Compensation and benefits$39,151$37,9353.2%$38,415(1.2)%
Occupancy6,9706,7942.67,118(4.6)
Marketing and advertising1,8711,13265.31,576(28.2)
Data processing and communication8,5007,34315.86,61111.1
Professional services1,17885238.3856(0.5)
Forms, printing and supplies6446253.0683(8.5)
Franchise and shares tax1,4751,487(0.8)1,4443.0
Regulatory fees1,3171,377(4.4)83065.9
Foreclosed assets, net453505(10.3)556(9.2)
Amortization of acquisition intangible1,1631,360(14.5)1,583(14.1)
Provision for credit losses on unfunded commitments390
Other expenses3,8703,5718.43,933(9.2)
Total noninterest expense$66,982$62,9816.4%$63,605(1.0)%

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.

2020 compared to 2019

Noninterest expense for 2020 totaled $63.0 million, a decrease of $624,000, or 1.0%, from 2019. The decrease in noninterest expense in 2020 was primarily in compensation and benefits (down $480,000), marketing and advertising expense (down $444,000), occupancy (down $324,000), which were offset with increases in data processing and communications (up $732,000) and regulatory fees (up $547,000).

Income Taxes

For the years ended December 31, 2021, 2020 and 2019, the Company incurred income tax expense of $11.8 million, $6.0 million and $5.9 million, respectively. The Company’s effective tax rate was 19.6%, 19.6% and 17.3% for 2021, 2020 and 2019, respectively.

The Company's effective tax rate in 2021 remained consistent with 2020 and increased compared to 2019 due to the absence of certain non-recurring transactions. During 2019, the Company received a non-taxable BOLI benefit of $1.2 million following the death of a former employee.

38

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, 2021, certificates of deposit maturing within the next 12 months totaled $251.6 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, 2021, the average balance of our outstanding FHLB advances was $27.3 million. At December 31, 2021, we had $26.0 million in outstanding long-term FHLB advances and $810.4 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, 2021.

Shift in Interest Rates (in bps)% Change in Projected Net Interest Income
+30019.8%
+20013.4
+1006.7
-100(6.2)

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

39

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 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 monthly. 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, the Company entered into certain interest rate swap agreements during the second quarter of 2020 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 2021 and 2020, such derivatives were used to hedge the variable cost associated with existing variable rate liabilities. Refer to Note 13, 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)20212020
Standby letters of credit$5,075$5,781
Available portion of lines of credit320,611266,349
Undisbursed portion of loans in process142,04899,527
Commitments to originate loans153,487139,471

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.

40

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, 2021.

(dollars in thousands)Less Than One YearOne to Three YearsThree to Five YearsOver Five YearsTotal
Unused commercial lines of credit$103,147$68,071$22,557$8,264$202,039
Unused personal lines of credit37,67912,27613,19155,426118,572
Undisbursed portion of loans in process78,08632,84815,99415,120142,048
Standby letters of credit4,1998765,075
Commitments to originate loans146,0777,410153,487
Total$369,188$121,481$51,742$78,810$621,221

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, 2021 are shown in the following table.

(dollars in thousands)20222023202420252026ThereafterTotal
Operating leases$475$475$436$365$354$1,484$3,589
Certificates of deposit251,55445,07113,3984,2162,6542,446319,339
Long-term FHLB advances4,2073,0364,29410,9113,59826,046
Total$256,236$48,582$18,128$15,492$6,606$3,930$348,974