Equibles

10-Q

HOME BANCORP, INC. (HBCP)

10-Q 2022-05-02 For: 2022-03-31
View Original
Added on April 04, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended: March 31, 2022

or

☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                      to

Commission File Number: 001-34190

HOME BANCORP, INC.

(Exact name of Registrant as specified in its charter)

Louisiana 71-1051785
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)
503 Kaliste Saloom Road, Lafayette, Louisiana 70508
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (337) 237-1960

Not Applicable

(Former Name, Former Address and Former Fiscal Year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Exchange Act:Title of each classTrading symbol(s)Name of each exchange on which registeredCommon StockHBCPNASDAQ Stock Market

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

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

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

Large accelerated filer ☐ Accelerated filer ☒
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐

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

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

At April 27, 2022, the registrant had 8,347,045 shares of common stock, $0.01 par value, outstanding.

HOME BANCORP, INC. and SUBSIDIARY

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited) Page
Consolidated Statements of Financial Condition 1
Consolidated Statements of Income 2
Consolidated Statements of Comprehensive Income 3
Consolidated Statements of Changes in Shareholders’ Equity 4
Consolidated Statements of Cash Flows 5
Notes to Unaudited Consolidated Financial Statements 6
Item 2. Management'sDiscussion and Analysis of Financial Condition and Results of Operations 36
Item 3. Quantitative and Qualitative Disclosures About Market Risk 51
Item 4. Controls and Procedures 51
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 52
Item 1A. Risk Factors 52
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 52
Item 3. Defaults Upon Senior Securities 53
Item 4. Mine Safety Disclosures 53
Item 5. Other Information 53
Item 6. Exhibits 53
SIGNATURES 54

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HOME BANCORP, INC. and SUBSIDIARY

GLOSSARY OF DEFINED TERMS

Below is a listing of certain acronyms, abbreviations and defined terms, among others, used throughout this Quarterly Report on Form 10-Q, including in "Item 1. Financial Statements" and "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations." The terms "we," "our" or "us" refer to Home Bancorp, Inc. and its consolidated subsidiaries, unless the context otherwise requires.

ACL – Allowance for credit losses
ALL – Allowance for loan losses
AOCI – Accumulated other comprehensive income
ASC – Accounting Standards Codification
ASU – Accounting Standards Update
Bank – Home Bank, N. A., a wholly-owned subsidiary of the Company
BOLI – Bank-owned life insurance
bps – basis points, 100 basis points being equal to 1.0%
C&D – Construction and land
C&I – Commercial and industrial
CARES Act – Coronavirus Aid, Relief, and Economic Security Act
CECL – Current expected credit losses
Company – Home Bancorp, Inc., a Louisiana corporation and the holding company for Home Bank, N. A.
COVID-19 – The novel coronavirus
CRE – Commercial real estate
EPS – Earnings per common share
FASB – Financial Accounting Standards Board
FHLB – Federal Home Loan Bank
GAAP – Generally Accepted Accounting Principles
LTV – Loan-to-value
NPA(s) – Nonperforming asset(s)
OCI – Other comprehensive income
ORE – Other real estate
PCD – Purchased credit deteriorated
PCI – Purchased credit impaired
PPP – Paycheck Protection Program
SBA – Small Business Association
SEC – Securities and Exchange Commission
TDR – Troubled debt restructuring
TE – Taxable equivalent
U.S. – United States

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HOME BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited) (Audited)
(dollars in thousands) March 31, 2022 December 31, 2021
Assets
Cash and cash equivalents $ 548,019 $ 601,443
Interest-bearing deposits in banks 349 349
Investment securities available for sale, at fair value 415,260 327,632
Investment securities held to maturity (fair values of $2,096 and $2,132, respectively) 2,094 2,102
Mortgage loans held for sale 4,187 1,104
Loans, net of unearned income 2,157,969 1,840,093
Allowance for loan losses (26,731) (21,089)
Total loans, net of unearned income and allowance for loan losses 2,131,238 1,819,004
Office properties and equipment, net 43,929 43,542
Cash surrender value of bank-owned life insurance 40,575 40,361
Goodwill and core deposit intangibles 87,569 61,949
Accrued interest receivable and other assets 59,008 40,758
Total Assets $ 3,332,228 $ 2,938,244
Liabilities
Deposits:
Noninterest-bearing $ 913,137 $ 766,385
Interest-bearing 2,028,042 1,769,464
Total Deposits 2,941,179 2,535,849
Other borrowings 5,539 5,539
Long-term Federal Home Loan Bank advances 25,671 26,046
Accrued interest payable and other liabilities 22,335 18,907
Total Liabilities 2,994,724 2,586,341
Shareholders’ Equity
Preferred stock, $0.01 par value - 10,000,000 shares authorized; none issued — —
Common stock, $0.01 par value - 40,000,000 shares authorized; 8,453,014 and 8,526,907 shares issued and outstanding, respectively 85 85
Additional paid-in capital 164,830 164,982
Unallocated common stock held by:
Employee Stock Ownership Plan (ESOP) (2,321) (2,410)
Recognition and Retention Plan (RRP) (11) (13)
Retained earnings 188,386 188,515
Accumulated other comprehensive (loss) income (13,465) 744
Total Shareholders’ Equity 337,504 351,903
Total Liabilities and Shareholders’ Equity $ 3,332,228 $ 2,938,244

The accompanying Notes are an integral part of these Consolidated Financial Statements.

HOME BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

Three Months Ended<br>March 31,
(dollars in thousands, except per share data) 2022 2021
Interest Income
Loans, including fees $ 22,667 $ 25,817
Investment securities:
Taxable interest 1,542 918
Tax-exempt interest 76 94
Other investments and deposits 277 99
Total interest income 24,562 26,928
Interest Expense
Deposits 893 1,656
Other borrowings 53 53
Short-term Federal Home Loan Bank advances — —
Long-term Federal Home Loan Bank advances 109 124
Total interest expense 1,055 1,833
Net interest income 23,507 25,095
Provision (reversal) for loan losses 3,215 (1,703)
Net interest income after provision (reversal) for loan losses 20,292 26,798
Noninterest Income
Service fees and charges 1,169 1,072
Bank card fees 1,454 1,306
Gain on sale of loans, net 299 1,168
Income from bank-owned life insurance 214 225
Gain on sale of assets, net 5 —
Other income 249 289
Total noninterest income 3,390 4,060
Noninterest Expense
Compensation and benefits 10,159 9,664
Occupancy 1,803 1,696
Marketing and advertising 407 171
Data processing and communication 2,195 1,986
Professional services 542 234
Forms, printing and supplies 146 159
Franchise and shares tax 391 360
Regulatory fees 446 379
Foreclosed assets and ORE, net 402 123
Amortization of acquisition intangible 252 300
Provision for credit losses on unfunded commitments 302 —
Other expenses 1,195 894
Total noninterest expense 18,240 15,966
Income before income tax expense 5,442 14,892
Income tax expense 1,041 2,964
Net Income $ 4,401 $ 11,928
Earnings per share:
Basic $ 0.53 $ 1.41
Diluted $ 0.53 $ 1.41
Cash dividends declared per common share $ 0.23 $ 0.22

The accompanying Notes are an integral part of these Consolidated Financial Statements.

HOME BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

Three Months Ended<br>March 31,
(dollars in thousands) 2022 2021
Net Income $ 4,401 $ 11,928
Other Comprehensive Loss
Unrealized losses on available for sale investment securities (19,853) (4,757)
Unrealized gains on cash flow hedges 1,867 1,317
Tax effect 3,777 722
Other comprehensive loss, net of taxes (14,209) (2,718)
Comprehensive (Loss) Income $ (9,808) $ 9,210

The accompanying Notes are an integral part of these Consolidated Financial Statements.

HOME BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

(dollars in thousands, except per share data) Additional Paid-in capital Unallocated Common Stock Held by ESOP Unallocated Common Stock Held by RRP Retained Earnings Accumulated Other Comprehensive Income (Loss) Total
Balance, December 31, 2020 87 $ 164,988 $ (2,767) $ (22) $ 154,282 $ 5,274 $ 321,842
Net income 11,928 11,928
Other comprehensive loss (2,718) (2,718)
Purchase of Company’s common stock at cost, 41,477 shares (415) (770) (1,185)
Cash dividends declared, 0.22 per share (1,915) (1,915)
Common Stock issued under incentive plans, net of shares surrendered in payment, including tax benefit, 8,004 shares 106 (18) 88
Exercise of stock options 44 44
RRP shares released for allocation (5) 5 —
ESOP shares released for allocation 265 89 354
Share-based compensation cost 172 172
Balance, March 31, 2021 87 $ 165,155 $ (2,678) $ (17) $ 163,507 $ 2,556 $ 328,610
Balance, December 31, 2021 85 $ 164,982 $ (2,410) $ (13) $ 188,515 $ 744 $ 351,903
Net income 4,401 4,401
Other comprehensive loss (14,209) (14,209)
Purchase of Company’s common stock at cost, 84,515 shares (844) (2,546) (3,391)
Cash dividends declared, 0.23 per share (1,962) (1,962)
Common Stock issued under incentive plans, net of shares surrendered in payment, including tax benefit, 8,997 shares 160 (22) 139
Exercise of stock options 28 28
RRP shares released for allocation (2) 2 —
ESOP shares released for allocation 337 89 426
Share-based compensation cost 169 169
Balance, March 31, 2022 85 $ 164,830 $ (2,321) $ (11) $ 188,386 $ (13,465) $ 337,504

All values are in US Dollars.

The accompanying Notes are an integral part of these Consolidated Financial Statements.

HOME BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

For the Three Months Ended<br>March 31,
(dollars in thousands) 2022 2021
Cash flows from operating activities:
Net income $ 4,401 $ 11,928
Adjustments to reconcile net income to net cash provided by operating activities:
Provision (reversal) for loan losses 3,215 (1,703)
Depreciation 762 765
Amortization and accretion of purchase accounting valuations and intangibles 710 1,035
Federal Home Loan Bank stock dividends 3 (5)
Net amortization of discount on investments 401 605
Gain on loans sold, net (299) (1,168)
Proceeds, including principal payments, from loans held for sale 25,131 85,481
Originations of loans held for sale (27,915) (80,058)
Gain on sale of assets, net (5) —
Non-cash compensation 595 526
Deferred income tax (benefit) expense (604) 700
Increase in accrued interest receivable and other assets (6,102) (3,094)
Increase in cash surrender value of bank-owned life insurance (214) (225)
Increase (decrease) in accrued interest payable and other liabilities 1,448 (3,604)
Net cash provided by operating activities 1,527 11,183
Cash flows from investing activities:
Purchases of securities available for sale (87,259) (48,958)
Proceeds from maturities, prepayments and calls on securities available for sale 12,796 23,390
Proceeds from maturities, prepayments and calls on securities held to maturity — 800
Increase in loans, net (805) (3,731)
Proceeds from sale of foreclosed assets 1,489 1,619
Purchases of office properties and equipment (340) (409)
Net cash disbursed in sale of banking center (11,182) —
Net cash disbursed in business combination (16,122) —
Proceeds from sale of office properties and equipment 28 —
Net cash used in investing activities (101,395) (27,289)
Cash flows from financing activities:
Increase in deposits, net 52,010 114,543
Repayments of Federal Home Loan Bank advances (380) (721)
Proceeds from exercise of stock options 28 44
Issuance of stock under incentive plans, net 139 88
Dividends paid to shareholders (1,962) (1,915)
Purchase of Company’s common stock (3,391) (1,185)
Net cash provided by financing activities 46,444 110,854
Net change in cash and cash equivalents (53,424) 94,748
Cash and cash equivalents, beginning 601,443 187,952
Cash and cash equivalents, ending $ 548,019 $ 282,700

The accompanying Notes are an integral part of these Consolidated Financial Statements.

HOME BANCORP, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

  1. Basis of Presentation

The accompanying unaudited consolidated financial statements of the Company were prepared in accordance with instructions for Form 10-Q and Regulation S-X and do not include information or footnotes necessary for a complete presentation of financial condition, results of operations, comprehensive income, changes in shareholders’ equity and cash flows in conformity with accounting principles generally accepted in the United States of America. However, in the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the financial statements have been included. Certain reclassifications have been made to prior period balances to conform to the current period presentation. The results of operations for the three months ended March 31, 2022 and 2021 are not necessarily indicative of the results which may be expected for the entire fiscal year. These statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2021.

Critical Accounting Policies and Estimates

Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties and could reflect materially different results under different assumptions and conditions. Methodologies the Company uses when applying critical accounting policies and developing critical accounting estimates are included in its Annual Report on Form 10-K for the year ended December 31, 2021.

There have been no material changes from the critical accounting policies previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. In preparing its financial statements, the Company is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

  1. Recent Accounting Pronouncements

Accounting Standards Adopted in 2022

Accounting Standard Update (“ASU”) ASU 2022-01, “Derivatives and Hedging (Topic 815)” (“ASU 2022-01”) clarifies the guidance in ASC 815 on fair value hedge accounting of interest rate risk for portfolios and financial assets. Among other things, the amended guidance established the “last-of-layer” method for making the fair value hedge accounting for these portfolios more accessible and renamed that method the “portfolio layer” method. ASU 2022-01 is effective January 1, 2023 and is not expected to have a significant impact on our consolidated financial statements.

ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326)” (“ASU 2022-02”) eliminates the guidance on troubled debt restructurings and requires entities to evaluate all loan modifications to determine if they result in a new loan or a continuation of the existing loan. ASU 2022-02 also requires that entities disclose current-period gross charge-offs by year of origination for loans and leases. ASU 2022-02 is effective January 1, 2023 and is not expected to have a significant impact on our financial statement disclosures.

  1. Acquisition Activity

On March 26, 2022, the Company completed the acquisition of Friendswood Capital Corporation (“Friendswood”), the former holding company of Texan Bank, N. A. (“Texan Bank”) of Houston, Texas. Shareholders of Friendswood received $15.34 per share in cash, yielding an aggregate purchase price of $64,864,000.

The acquisition was accounted for under the purchase method of accounting in accordance with ASC 805, Business Combinations. In accordance with ASC 805, the Company recorded goodwill totaling $20,925,000 from the acquisition as a result of consideration transferred over net assets acquired. Both the assets acquired and liabilities assumed were recorded at their respective acquisition date fair values. Identifiable intangible assets, including core deposit intangible assets, were recorded at fair value.

The fair value estimates of the Friendswood assets and liabilities are preliminary and require management to make estimates about discount rates, expected cash flows, market conditions, and other future events that are highly subjective in nature and are

subject to refinement for a one year period after the date of the acquisition. Under current accounting principles, the Company’s estimates of fair values may be adjusted for a period of up to one year from the acquisition date.

The assets acquired and liabilities assumed, as well as the adjustments to record the assets and liabilities at fair value, are presented in the following table as of March 26, 2022.

(dollars in thousands) As Acquired Fair Value Adjustments As recorded by Home Bancorp
Assets
Cash and cash equivalents $ 48,741 $ — $ 48,741
Investment securities 33,679 (268) (a) 33,411
Loans 320,050 (1,121) (b) 318,929
Repossessed assets 950 (301) (c) 649
Office properties and equipment, net 1,663 (116) (d) 1,547
Core deposit intangible — 4,947 (e) 4,947
Other assets 9,687 (2,123) (f) 7,564
Total assets acquired $ 414,770 $ 1,018 $ 415,788
Liabilities
Noninterest-bearing deposits $ 97,668 — $ 97,668
Interest-bearing deposits 269,301 1,032 (g) 270,333
Other liabilities 3,873 (25) (h) 3,848
Total liabilities assumed $ 370,842 $ 1,007 $ 371,849
Excess of assets acquired over liabilities assumed 43,939
Cash consideration paid (64,864)
Total goodwill recorded $ 20,925

(a) The adjustment represents the market value adjustments on Friendswood's investment securities based on their interest rate risk and credit risk.

(b) The adjustment to reflect the fair value of loans includes:

•Preliminary adjustment of $2.1 million to reflect the removal of Friendswood's allowance for loan losses, net of the allowance for credit losses on PCD loans at the acquisition date, in accordance with ASC 805.

•Preliminary allowance for credit losses of $2.3 million on PCD loans at the acquisition date. As a result of an analysis by management of all of Friendswood's impaired loans, $10.3 million of loans were determined to be within the scope of, and were evaluated under ASC 310-30 and were deemed PCD loans at the acquisition date.

•Preliminary net discount of $3.2 million for all remaining loans determined not to be within the scope of ASC 310-30 which totaled $309.8 million. In determining the fair value of the loans which were not within the scope of ASC 310-30, the acquired loan portfolio was evaluated based on risk characteristics and other credit and market criteria to determine credit quality and interest adjustments to the fair value of the loans acquired. The acquired loan balance was reduced by the net amount of the credit quality and interest adjustments in determining the fair value of the loans.

(c) The adjustment represents the write down of the book value of Friendswood's repossessed assets to their estimated fair value, as adjusted for estimated costs to sell.

(d) The adjustment represents the write down of the book value of Friendswood’s office properties and equipment to their estimated fair value at the acquisition date.

(e) The adjustment represents the value of the core deposit base assumed in the acquisition. The core deposit asset was recorded as an identifiable intangible asset and will be amortized on an accelerated basis over the estimated life of the deposit base of 10 years.

(f) The adjustment is to record the deferred tax asset on the transaction and the estimated fair value on other assets.

(g) The adjustment represents the fair value of certificates of deposit acquired based on current interest rates for similar instruments. The adjustment will be recognized using a level yield amortization method based on maturities of the deposit liabilities.

(h) The adjustment represents the fair value of liabilities at the acquisition date.

The following pro forma information for the three months ended March 31, 2022 and 2021 reflects the Company’s estimated consolidated results of operations as if the acquisition of Friendswood occurred at January 1, 2021, unadjusted for potential cost savings. Merger-related costs for the three months ended March 31, 2022 and 2021 were approximately $328,000 and $299,000, respectively, and have been excluded from the pro-forma information presented below.

(dollars in thousands except per share information) 2022 2021
Net interest income $ 28,747 $ 29,690
Noninterest income 4,294 4,734
Noninterest expense 23,390 19,510
Net income 5,084 13,127
Earnings per share - basic $ 0.61 $ 1.56
Earnings per share - diluted 0.61 1.55

The selected pro forma financial information presented above is for illustrative purposes only and is not necessarily indicative of the financial results of the combined companies had the acquisition actually been completed at the beginning of the periods presented, nor does it indicate future results for any other interim or full-year period.

  1. Investment Securities

The following tables summarize the Company’s available for sale and held to maturity investment securities at March 31, 2022 and December 31, 2021.

(dollars in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
March 31, 2022
Available for sale:
U.S. agency mortgage-backed $ 321,315 $ 382 $ 16,078 $ 305,619
Collateralized mortgage obligations 41,614 24 726 40,912
Municipal bonds 53,686 162 3,978 49,870
U.S. government agency 12,173 — 188 11,985
Corporate bonds 6,978 13 117 6,874
Total available for sale $ 435,766 $ 581 $ 21,087 $ 415,260
Held to maturity:
Municipal bonds $ 2,094 $ 3 $ 1 $ 2,096
Total held to maturity $ 2,094 $ 3 $ 1 $ 2,096 (dollars in thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
--- --- --- --- --- --- --- --- ---
December 31, 2021
Available for sale:
U.S. agency mortgage-backed $ 234,720 $ 1,793 $ 2,740 $ 233,773
Collateralized mortgage obligations 31,356 557 1 31,912
Municipal bonds 51,094 402 777 50,719
U.S. government agency 5,615 8 9 5,614
Corporate bonds 5,500 114 — 5,614
Total available for sale $ 328,285 $ 2,874 $ 3,527 $ 327,632
Held to maturity:
Municipal bonds $ 2,102 $ 30 $ — $ 2,132
Total held to maturity $ 2,102 $ 30 $ — $ 2,132

The estimated fair value and amortized cost by contractual maturity of the Company’s investment securities as of March 31, 2022 are shown in the following tables. Securities are classified according to their contractual maturities without consideration of principal amortization, potential prepayments or call options. The expected maturity of a security may differ from its contractual maturity because of prepayments or the exercise of call options. Accordingly, actual maturities may differ from contractual maturities.

(dollars in thousands) One Year or Less After One Year through Five Years After Five Years through Ten Years After Ten Years Total
Fair Value
Available for sale:
U.S. agency mortgage-backed $ 965 $ 29,616 $ 108,826 $ 166,212 $ 305,619
Collateralized mortgage obligations 366 20,759 5,416 14,371 40,912
Municipal bonds — 501 15,925 33,444 49,870
U.S. government agency — — 11,592 393 11,985
Corporate bonds — — 6,874 — 6,874
Total available for sale $ 1,331 $ 50,876 $ 148,633 $ 214,420 $ 415,260
Held to maturity:
Municipal bonds $ — $ 2,096 $ — $ — $ 2,096
Total held to maturity $ — $ 2,096 $ — $ — $ 2,096
(dollars in thousands) One Year or Less After One Year through Five Years After Five Years through Ten Years After Ten Years Total
Amortized Cost
Available for sale:
U.S. agency mortgage-backed $ 966 $ 30,229 $ 114,655 $ 175,465 $ 321,315
Collateralized mortgage obligations 365 20,999 5,732 14,518 41,614
Municipal bonds — 500 16,762 36,424 53,686
U.S. government agency — — 11,777 396 12,173
Corporate bonds — — 6,978 — 6,978
Total available for sale $ 1,331 $ 51,728 $ 155,904 $ 226,803 $ 435,766
Held to maturity:
Municipal bonds $ — $ 2,094 $ — $ — $ 2,094
Total held to maturity $ — $ 2,094 $ — $ — $ 2,094

Management evaluates securities for impairment from credit losses at least quarterly, and more frequently when economic and market conditions warrant such evaluations. Consideration is given to numerous factors including, but not limited to, the extent to which the fair value is less than the amortized cost basis; adverse conditions causing changes in the financial condition of the issuer of the security or underlying loan guarantors; changes to the rating of the security by a rating agency; and the Company’s intent to sell a security or whether it is more likely than not the Company will be required to sell the security before the recovery of its amortized cost, which may extend to maturity.

The Company performs a process to determine whether the decline in the fair value of securities has resulted from credit losses or other factors. This process involves evaluating each security for impairment by monitoring credit performance, collateral type, collateral geography, bond credit support, loan-to-value ratios, credit scores, loss severity levels, pricing levels, downgrades by rating agencies, cash flow projections and other factors as indicators of potential credit issues. If this evaluation indicates the existence of credit losses, the Company compares the present value of cash flows expected to be collected from the security with the amortized cost basis. If the present value of expected cash flows is less than the amortized cost basis, an ACL is recorded, limited by the amount that the fair value of the security is less than its amortized cost.

The Company's investment securities with unrealized losses, aggregated by type and length of time that individual securities have been in a continuous loss position, are summarized in the following tables.

(dollars in thousands) Less Than 1 Year Over 1 Year Total
March 31, 2022 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses
Available for sale:
U.S. agency mortgage-backed $ 195,565 $ 10,654 $ 52,720 $ 5,424 $ 248,285 $ 16,078
Collateralized mortgage obligations 28,486 725 984 1 29,470 726
Municipal bonds 29,610 2,160 14,037 1,818 43,647 3,978
U.S. government agency 4,063 178 853 10 4,916 188
Corporate bonds 5,877 117 — — 5,877 117
Total available for sale $ 263,601 $ 13,834 $ 68,594 $ 7,253 $ 332,195 $ 21,087
Held to maturity:
Municipal bonds $ 1,003 $ 1 $ — $ — $ 1,003 $ 1
Total held to maturity $ 1,003 $ 1 $ — $ — $ 1,003 $ 1
(dollars in thousands) Less Than 1 Year Over 1 Year Total
--- --- --- --- --- --- --- --- --- --- --- --- ---
December 31, 2021 Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses
Available for sale:
U.S. agency mortgage-backed $ 158,908 $ 2,382 $ 11,575 $ 358 $ 170,483 $ 2,740
Collateralized mortgage obligations 254 1 988 — 1,242 1
Municipal bonds 29,047 719 1,228 58 30,275 777
U.S. government agency — — 1,001 9 1,001 9
Corporate bonds 3,499 — — — 3,499 —
Total available for sale $ 191,708 $ 3,102 $ 14,792 $ 425 $ 206,500 $ 3,527
Held to maturity:
Municipal bonds $ — $ — $ — $ — $ — $ —
Total held to maturity $ — $ — $ — $ — $ — $ —

At March 31, 2022, 156 of the Company’s debt securities had unrealized losses totaling 6.0% of the individual securities’ amortized cost basis and 4.8% of the Company’s total amortized cost basis of the investment securities portfolio. At such date, 29 of the 156 securities had been in a continuous loss position for over 12 months. Management has determined that the declines in the fair value of these securities were not attributable to credit losses. As a result, no ACL was recorded for available for sale investment securities at March 31, 2022.

At March 31, 2022, it was determined that no ACL was required for the Company's held-to-maturity investment securities. The Company monitors credit quality of debt securities held-to-maturity through the use of credit ratings. The following tables present the amortized cost of the Company's held-to-maturity securities by credit quality rating at March 31, 2022 and December 31, 2021.

Credit Ratings
(dollars in thousands) AAA/AA/A BBB/BB/B Total
March 31, 2022
Held to maturity:
Municipal bonds $ 2,094 $ — $ 2,094 Credit Ratings
--- --- --- --- --- --- ---
(dollars in thousands) AAA/AA/A BBB/BB/B Total
December 31, 2021
Held to maturity:
Municipal bonds $ 2,102 $ — $ 2,102

Accrued interest receivable on the Company's investment securities was $1,023,000 and $942,000 at March 31, 2022 and December 31, 2021, respectively. These amounts are recorded in accrued interest receivable and other assets on the Consolidated Statements of Financial Condition.

At March 31, 2022 and December 31, 2021, the Company had $173,660,000 and $156,492,000, respectively, of securities pledged to secure public deposits.

  1. Earnings Per Share

Earnings per common share was computed based on the following:

Three Months Ended<br>March 31,
(in thousands, except per share data) 2022 2021
Numerator:
Net income available to common shareholders $ 4,401 $ 11,928
Denominator:
Weighted average common shares outstanding 8,270 8,437
Effect of dilutive securities:
Restricted stock 18 11
Stock options 49 28
Weighted average common shares outstanding – assuming dilution 8,337 8,476
Basic earnings per common share $ 0.53 $ 1.41
Diluted earnings per common share $ 0.53 $ 1.41

Options for 59,328 and 96,422 shares of common stock were not included in the computation of diluted EPS for the three months ended March 31, 2022 and 2021, respectively, because the effect of those shares was anti-dilutive.

  1. Credit Quality and Allowance for Credit Losses

The following briefly describes the distinction between originated and acquired loans and certain significant accounting policies.

Loans

Loans are reported at the principal balance outstanding net of unearned income and fair value discounts, if applicable. Interest on loans and the accretion of unearned income are computed in a manner that approximates a level yield on recorded principal. Interest on loans is recorded as income is earned. The accrual of interest is discontinued when it is probable the borrower will not be able to meet payment obligations as they become due. 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. Interest income is not accrued on these loans until the borrower’s financial condition and payment record demonstrate an ability to service the debt. If it is determined that all or part of a loan is uncollectible, the potion of the loan deemed uncollectible is charged to the allowance for credit losses.

Originated vs. Acquired Loans

"Originated loans" are loans that were originated for investment by the Company. Loans that were acquired as a result of business combinations are referred to as “acquired loans” and are recorded at their estimated fair value on the acquisition date. The Company's acquired loans purchased prior to the adoption of ASC Topic 326 on January 1, 2020 and were initially classified acquired loans as either purchased credit impaired (“PCI”) loans (i.e., loans that reflect credit deterioration since origination and for which it was probable at acquisition that the Company would be unable to collect all contractually required payments) or purchased non-impaired loans (i.e., “performing acquired loans”). The Company estimated the fair value of PCI loans based on the amount and timing of expected principal, interest and other cash flows for each loan. The excess of the loan’s contractual principal and interest payments over all cash flows expected to be collected at acquisition was considered an amount that should not be accreted. These credit discounts (“nonaccretable marks”) were included in the determination of the initial fair value for acquired loans; therefore, no allowance for credit losses was recorded at the acquisition date. Differences between the estimated fair values and expected cash flows of acquired loans at the acquisition date that were not credit-based (“accretable marks”) were subsequently accreted to interest income over the estimated life of the loans. Subsequent to the acquisition date for PCI loans, increases in cash flows over those expected at the acquisition date resulted in a move of the discount from nonaccretable to accretable, while decreases in expected cash flows after the acquisition date were recognized through the provision for credit losses.

Subsequent to January 1, 2020, acquired loans that have evidence of more-than-insignificant deterioration in credit quality since origination are considered purchased credit deteriorated (“PCD”) loans. At acquisition, an estimate of expected credit losses is made for PCD loans. This initial allowance for credit losses is allocated to individual PCD loans and added to the purchase price or acquisition date fair value to establish the initial amortized cost basis of the PCD loans. Any difference between the unpaid principal balance of PCD loans and the amortized cost basis is considered to relate to noncredit factors, resulting in a discount or premium that is amortized to interest income. For acquired loans not deemed PCD loans at acquisition, the difference between the initial fair value mark and the unpaid principal balance are recognized in interest income over the estimated life of the loans. In addition, an initial allowance for expected credit losses is estimated and recorded as provision expense at the acquisition date. The subsequent measurement of expected credit losses for all acquired loans is the same as the subsequent measurement of expected credit losses for originated loans.

Allowance for Credit Losses

Due to the adoption of ASC Topic 326 on January 1, 2020, management maintains, based on current and forecasted information, an allowance for credit losses ("ACL") that reflects a current estimate of expected credit losses ("CECL") for the estimated life of the loan portfolio at reporting periods subsequent to the adoption date.

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 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.

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 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 conditions used by management to determine the current level of the ACL.

The Company’s loans, net of unearned income, consisted of the following as of the dates indicated.

(dollars in thousands) March 31, 2022 December 31, 2021
Real estate loans:
One- to four-family first mortgage $ 363,377 $ 350,843
Home equity loans and lines 58,375 60,312
Commercial real estate 1,046,568 801,624
Construction and land 297,079 259,652
Multi-family residential 98,527 90,518
Total real estate loans 1,863,926 1,562,949
Other loans:
Commercial and industrial 260,843 244,123
Consumer 33,200 33,021
Total other loans 294,043 277,144
Total loans $ 2,157,969 $ 1,840,093

In January 2022, we sold the bank's former branch office in Vicksburg, Mississippi, and transferred $2.8 million in loans. Loans increased during the first quarter of 2022 with the addition of Friendswood's loan portfolio, which amounted to $318.9 million on March 26, 2022 (the date of acquisition). The net investment in PPP loans, which is included in commercial and industrial loans, was $22,759,000 (which included $3,163,000 in PPP loans acquired in the Friendswood acquisition) and $43,637,000 at March 31, 2022 and December 31, 2021, respectively.

The net discount on the Company’s acquired loans was $7,042,000 and $4,289,000 at March 31, 2022 and December 31, 2021, respectively. In addition, loan balances as of March 31, 2022 and December 31, 2021 are reported net of unearned income of $4,174,000 and $4,924,000, respectively. Unearned income at March 31, 2022 and December 31, 2021 included PPP deferred lender fees of $580,000 and $1,301,000, respectively.

Accrued interest receivable on the Company's loans was $6,902,000 and $6,496,000 at March 31, 2022 and December 31, 2021, respectively, and is excluded from the estimate of the ACL. Those amounts are recorded in accrued interest receivable and other assets on the Consolidated Statements of Financial Condition.

Allowance for Credit Losses

The ACL, which includes the ALL and the ACL on unfunded lending commitments, and recorded investment in loans as of the dates indicated are as follows.

March 31, 2022
(dollars in thousands) Collectively Evaluated Individually Evaluated Total
Allowance for credit losses:
One- to four-family first mortgage $ 2,056 $ — $ 2,056
Home equity loans and lines 539 — 539
Commercial real estate 12,878 2,324 15,202
Construction and land 4,112 — 4,112
Multi-family residential 554 — 554
Commercial and industrial 3,200 440 3,640
Consumer 628 — 628
Total allowance for loan losses $ 23,967 $ 2,764 $ 26,731
Unfunded lending commitments(1) $ 2,117 $ — $ 2,117
Total allowance for credit losses $ 26,084 $ 2,764 $ 28,848
March 31, 2022
--- --- --- --- --- --- ---
(dollars in thousands) Collectively Evaluated Individually Evaluated(2) Total
Loans:
One- to four-family first mortgage $ 363,377 $ — $ 363,377
Home equity loans and lines 58,375 — 58,375
Commercial real estate 1,032,762 13,806 1,046,568
Construction and land 297,079 — 297,079
Multi-family residential 98,527 — 98,527
Commercial and industrial 260,356 487 260,843
Consumer 33,200 — 33,200
Total loans $ 2,143,676 $ 14,293 $ 2,157,969
December 31, 2021
--- --- --- --- --- --- ---
(dollars in thousands) Collectively Evaluated Individually Evaluated Total
Allowance for credit losses:
One- to four-family first mortgage $ 1,944 $ — $ 1,944
Home equity loans and lines 508 — 508
Commercial real estate 10,207 247 10,454
Construction and land 3,572 — 3,572
Multi-family residential 457 — 457
Commercial and industrial 3,095 425 3,520
Consumer 634 — 634
Total allowance for loan losses $ 20,417 $ 672 $ 21,089
Unfunded lending commitments(1) $ 1,815 $ — $ 1,815
Total allowance for credit losses $ 22,232 $ 672 $ 22,904
December 31, 2021
--- --- --- --- --- --- ---
(dollars in thousands) Collectively Evaluated Individually Evaluated(2) Total
Loans:
One- to four-family first mortgage $ 350,843 $ — $ 350,843
Home equity loans and lines 60,312 — 60,312
Commercial real estate 797,751 3,873 801,624
Construction and land 259,652 — 259,652
Multi-family residential 90,518 — 90,518
Commercial and industrial 243,379 744 244,123
Consumer 33,021 — 33,021
Total loans $ 1,835,476 $ 4,617 $ 1,840,093

(1)The ACL on unfunded lending commitments is recorded within accrued interest payable and other liabilities on the Consolidated Statements of Financial Condition.

(2)Seven and zero PCD loans were individually evaluated at March 31, 2022 and December 31, 2021, respectively.

A summary of activity in the ACL for the three months ended March 31, 2022 and March 31, 2021 follows.

Three Months Ended March 31, 2022
(dollars in thousands) Beginning<br>Balance Allowance for Acquired PCD Loans(1) Charge-offs Recoveries Provision (Reversal) Ending<br>Balance
Allowance for credit losses:
One- to four-family first mortgage $ 1,944 $ — $ — $ 2 $ 110 $ 2,056
Home equity loans and lines 508 — — 2 29 539
Commercial real estate 10,454 2,083 — — 2,665 15,202
Construction and land 3,572 — — — 540 4,112
Multi-family residential 457 — — — 97 554
Commercial and industrial 3,520 195 (160) 386 (301) 3,640
Consumer 634 — (156) 75 75 628
Total allowance for loan losses $ 21,089 $ 2,278 $ (316) $ 465 $ 3,215 $ 26,731
Unfunded lending commitments $ 1,815 $ — $ — $ — $ 302 $ 2,117
Total allowance for credit losses $ 22,904 $ 2,278 $ (316) $ 465 $ 3,517 $ 28,848
Three Months Ended March 31, 2021
--- --- --- --- --- --- --- --- --- --- ---
(dollars in thousands) Beginning Balance Charge-offs Recoveries Provision (Reversal) Ending Balance
Allowance for credit losses:
One- to four-family first mortgage $ 3,065 $ (56) $ 2 $ (132) $ 2,879
Home equity loans and lines 676 — 2 (29) 649
Commercial real estate 18,851 (1,003) — (1,324) 16,524
Construction and land 4,155 — — 293 4,448
Multi-family residential 1,077 — — (110) 967
Commercial and industrial 4,276 (220) 29 (330) 3,755
Consumer 863 (51) 30 (71) 771
Total allowance for loan losses $ 32,963 $ (1,330) $ 63 $ (1,703) $ 29,993
Unfunded lending commitments $ 1,425 $ — $ — $ — $ 1,425
Total allowance for credit losses $ 34,388 $ (1,330) $ 63 $ (1,703) $ 31,418

(1)On January 1, 2020 the Company adopted ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced a new model known as CECL.

Credit Quality

The following tables present the Company’s loan portfolio by credit quality classification and origination year as of March 31, 2022 and December 31, 2021.

March 31, 2022
Term Loans by Origination Year
(dollars in thousands) 2022 2021 2020 2019 2018 Prior Revolving Loans Revolving Loans Converted to Term Loans Total
One- to four-family first mortgage:
Pass $ 24,766 $ 85,561 $ 43,430 $ 42,453 $ 34,402 $ 117,865 $ 9,952 $ 1,463 $ 359,892
Special Mention — — — — — 366 — — 366
Substandard — — 83 328 — 2,708 — — 3,119
Doubtful — — — — — — — — —
Total one- to four-family first mortgages $ 24,766 $ 85,561 $ 43,513 $ 42,781 $ 34,402 $ 120,939 $ 9,952 $ 1,463 $ 363,377
Home equity loans and lines:
Pass $ 374 $ 1,796 $ 853 $ 1,000 $ 748 $ 3,868 $ 48,752 $ 926 $ 58,317
Special Mention — — — — — — — — —
Substandard — — — — — 36 — 22 58
Doubtful — — — — — — — — —
Total home equity loans and lines $ 374 $ 1,796 $ 853 $ 1,000 $ 748 $ 3,904 $ 48,752 $ 948 $ 58,375
Commercial real estate:
Pass $ 68,906 $ 275,163 $ 215,194 $ 183,029 $ 92,868 $ 161,600 $ 27,722 $ 1,536 $ 1,026,018
Special Mention 465 — — — — 361 — — 826
Substandard — 435 817 20 677 17,613 — 162 19,724
Doubtful — — — — — — — — —
Total commercial real estate loans $ 69,371 $ 275,598 $ 216,011 $ 183,049 $ 93,545 $ 179,574 $ 27,722 $ 1,698 $ 1,046,568
Construction and land:
Pass $ 25,295 $ 165,408 $ 51,232 $ 39,455 $ 5,428 $ 6,212 $ 3,227 $ — $ 296,257
Special Mention — 563 — — — — — — 563
Substandard — — 151 — — 108 — — 259
Doubtful — — — — — — — — —
Total construction and land loans $ 25,295 $ 165,971 $ 51,383 $ 39,455 $ 5,428 $ 6,320 $ 3,227 $ — $ 297,079
March 31, 2022
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Term Loans by Origination Year
(dollars in thousands) 2022 2021 2020 2019 2018 Prior Revolving Loans Revolving Loans Converted to Term Loans Total
Multi-family residential:
Pass $ 6,641 $ 31,669 $ 27,372 $ 16,560 $ 6,999 $ 6,243 $ 3,043 $ — $ 98,527
Special Mention — — — — — — — — —
Substandard — — — — — — — — —
Doubtful — — — — — — — — —
Total multi-family residential loans $ 6,641 $ 31,669 $ 27,372 $ 16,560 $ 6,999 $ 6,243 $ 3,043 $ — $ 98,527
Commercial and industrial:
Pass $ 14,729 $ 74,941 $ 25,032 $ 14,552 $ 13,984 $ 5,002 $ 108,736 $ 280 $ 257,256
Special Mention — — — — — — — — —
Substandard — 26 1,973 — — 22 1,566 — 3,587
Doubtful — — — — — — — — —
Total commercial and industrial loans $ 14,729 $ 74,967 $ 27,005 $ 14,552 $ 13,984 $ 5,024 $ 110,302 $ 280 $ 260,843
Consumer:
Pass $ 1,862 $ 4,844 $ 2,413 $ 992 $ 238 $ 15,807 $ 6,828 $ 35 $ 33,019
Special Mention — — — — — — — — —
Substandard — 15 — — — 166 — — 181
Doubtful — — — — — — — — —
Total consumer loans $ 1,862 $ 4,859 $ 2,413 $ 992 $ 238 $ 15,973 $ 6,828 $ 35 $ 33,200
Total loans:
Pass $ 142,573 $ 639,382 $ 365,526 $ 298,041 $ 154,667 $ 316,597 $ 208,260 $ 4,240 $ 2,129,286
Special Mention 465 563 — — — 727 — — 1,755
Substandard — 476 3,024 348 677 20,653 1,566 184 26,928
Doubtful — — — — — — — — —
Total loans $ 143,038 $ 640,421 $ 368,550 $ 298,389 $ 155,344 $ 337,977 $ 209,826 $ 4,424 $ 2,157,969
December 31, 2021
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Term Loans by Origination Year
(dollars in thousands) 2021 2020 2019 2018 2017 Prior Revolving Loans Revolving Loans Converted to Term Loans Total
One- to four-family first mortgage:
Pass $ 77,865 $ 44,152 $ 45,542 $ 34,301 $ 35,048 $ 96,975 $ 12,412 $ 351 $ 346,646
Special Mention — — — — — 369 — — 369
Substandard — 347 716 266 463 2,036 — — 3,828
Doubtful — — — — — — — — —
Total one- to four-family first mortgages $ 77,865 $ 44,499 $ 46,258 $ 34,567 $ 35,511 $ 99,380 $ 12,412 $ 351 $ 350,843
Home equity loans and lines:
Pass $ 1,688 $ 873 $ 1,114 $ 919 $ 816 $ 3,567 $ 50,323 $ 975 $ 60,275
Special Mention — — — — — — — — —
Substandard — — — — 37 — — — 37
Doubtful — — — — — — — — —
Total home equity loans and lines $ 1,688 $ 873 $ 1,114 $ 919 $ 853 $ 3,567 $ 50,323 $ 975 $ 60,312
Commercial real estate:
Pass $ 226,989 $ 193,637 $ 142,045 $ 68,949 $ 73,555 $ 59,396 $ 23,310 $ 1,699 $ 789,580
Special Mention — — — — 1,841 366 — — 2,207
Substandard 437 821 381 1,741 306 5,991 — 160 9,837
Doubtful — — — — — — — — —
Total commercial real estate loans $ 227,426 $ 194,458 $ 142,426 $ 70,690 $ 75,702 $ 65,753 $ 23,310 $ 1,859 $ 801,624
Construction and land:
Pass $ 148,054 $ 50,062 $ 48,432 $ 4,832 $ 2,867 $ 1,738 $ 2,845 $ — $ 258,830
Special Mention 575 — — — — — — — 575
Substandard — — — — 5 242 — — 247
Doubtful — — — — — — — — —
Total construction and land loans $ 148,629 $ 50,062 $ 48,432 $ 4,832 $ 2,872 $ 1,980 $ 2,845 $ — $ 259,652
December 31, 2021
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Term Loans by Origination Year
(dollars in thousands) 2021 2020 2019 2018 2017 Prior Revolving Loans Revolving Loans Converted to Term Loans Total
Multi-family residential:
Pass $ 31,236 $ 31,805 $ 14,467 $ 6,363 $ 2,588 $ 2,762 $ 1,297 $ — $ 90,518
Special Mention — — — — — — — — —
Substandard — — — — — — — — —
Doubtful — — — — — — — — —
Total multi-family residential loans $ 31,236 $ 31,805 $ 14,467 $ 6,363 $ 2,588 $ 2,762 $ 1,297 $ — $ 90,518
Commercial and industrial:
Pass $ 82,765 $ 32,465 $ 14,794 $ 8,737 $ 3,066 $ 1,690 $ 96,648 $ 296 $ 240,461
Special Mention — — — — — — 267 — 267
Substandard — 2,013 — 417 5 18 942 — 3,395
Doubtful — — — — — — — — —
Total commercial and industrial loans $ 82,765 $ 34,478 $ 14,794 $ 9,154 $ 3,071 $ 1,708 $ 97,857 $ 296 $ 244,123
Consumer:
Pass $ 5,472 $ 2,627 $ 1,211 $ 411 $ 1,041 $ 15,530 $ 6,488 $ 37 $ 32,817
Special Mention — — — — — 2 — — 2
Substandard 16 — — — 7 179 — — 202
Doubtful — — — — — — — — —
Total consumer loans $ 5,488 $ 2,627 $ 1,211 $ 411 $ 1,048 $ 15,711 $ 6,488 $ 37 $ 33,021
Total loans:
Pass $ 574,069 $ 355,621 $ 267,605 $ 124,512 $ 118,981 $ 181,658 $ 193,323 $ 3,358 $ 1,819,127
Special Mention 575 — — — 1,841 737 267 — 3,420
Substandard 453 3,181 1,097 2,424 823 8,466 942 160 17,546
Doubtful — — — — — — — — —
Total loans $ 575,097 $ 358,802 $ 268,702 $ 126,936 $ 121,645 $ 190,861 $ 194,532 $ 3,518 $ 1,840,093

The above classifications follow regulatory guidelines and can generally be described as follows:

•Pass loans are of satisfactory quality.

•Special mention loans have an existing weakness that could cause future impairment, including the deterioration of financial ratios, past due status, questionable management capabilities and possible reduction in the collateral values.

•Substandard loans have an existing specific and well-defined weakness that may include poor liquidity and deterioration of financial performance. Such loans may be past due and related deposit accounts experiencing overdrafts. Immediate corrective action is necessary.

•Doubtful loans have specific weaknesses that are severe enough to make collection or liquidation in full highly questionable and improbable.

In addition, residential loans are classified using an inter-agency regulatory methodology that incorporates, among other factors, the extent of delinquencies and loan-to-value ratios. These classifications were the most current available as of the dates indicated and were generally updated within the quarter.

Age analysis of past due loans as of the dates indicated are as follows.

March 31, 2022
(dollars in thousands) 30-59 Days Past Due 60-89 Days Past Due Greater Than 90 Days Past Due Total Past Due Current Loans Total Loans
Originated loans:
Real estate loans:
One- to four-family first mortgage $ 1,180 $ — $ 599 $ 1,779 $ 257,296 $ 259,075
Home equity loans and lines — — — — 49,137 49,137
Commercial real estate — — 891 891 709,495 710,386
Construction and land — — 151 151 258,108 258,259
Multi-family residential — — — — 89,516 89,516
Total real estate loans 1,180 — 1,641 2,821 1,363,552 1,366,373
Other loans:
Commercial and industrial 403 7 251 661 217,957 218,618
Consumer 207 4 20 231 28,390 28,621
Total other loans 610 11 271 892 246,347 247,239
Total originated loans $ 1,790 $ 11 $ 1,912 $ 3,713 $ 1,609,899 $ 1,613,612
Acquired loans:
Real estate loans:
One- to four-family first mortgage $ 1,224 $ 255 $ 1,147 $ 2,626 $ 101,676 $ 104,302
Home equity loans and lines 87 — 22 109 9,129 9,238
Commercial real estate — 247 1,987 2,234 333,948 336,182
Construction and land 7 — 103 110 38,710 38,820
Multi-family residential — — — — 9,011 9,011
Total real estate loans 1,318 502 3,259 5,079 492,474 497,553
Other loans:
Commercial and industrial 60 22 — 82 42,143 42,225
Consumer 83 1 9 93 4,486 4,579
Total other loans 143 23 9 175 46,629 46,804
Total acquired loans $ 1,461 $ 525 $ 3,268 $ 5,254 $ 539,103 $ 544,357
Total loans:
Real estate loans:
One- to four-family first mortgage $ 2,404 $ 255 $ 1,746 $ 4,405 $ 358,972 $ 363,377
Home equity loans and lines 87 — 22 109 58,266 58,375
Commercial real estate — 247 2,878 3,125 1,043,443 1,046,568
Construction and land 7 — 254 261 296,818 297,079
Multi-family residential — — — — 98,527 98,527
Total real estate loans 2,498 502 4,900 7,900 1,856,026 1,863,926
Other loans:
Commercial and industrial 463 29 251 743 260,100 260,843
Consumer 290 5 29 324 32,876 33,200
Total other loans 753 34 280 1,067 292,976 294,043
Total loans $ 3,251 $ 536 $ 5,180 $ 8,967 $ 2,149,002 $ 2,157,969
December 31, 2021
--- --- --- --- --- --- --- --- --- --- --- --- ---
(dollars in thousands) 30-59 Days Past Due 60-89 Days Past Due Greater Than 90 Days Past Due Total Past Due Current Loans Total Loans
Originated loans:
Real estate loans:
One- to four-family first mortgage $ 1,267 $ 266 $ 1,151 $ 2,684 $ 254,880 $ 257,564
Home equity loans and lines — — — — 48,561 48,561
Commercial real estate 438 — 4,854 5,292 682,323 687,615
Construction and land 428 — — 428 249,802 250,230
Multi-family residential — — — — 87,316 87,316
Total real estate loans 2,133 266 6,005 8,404 1,322,882 1,331,286
Other loans:
Commercial and industrial 51 31 271 353 232,569 232,922
Consumer 289 — 25 314 29,247 29,561
Total other loans 340 31 296 667 261,816 262,483
Total originated loans $ 2,473 $ 297 $ 6,301 $ 9,071 $ 1,584,698 $ 1,593,769
Acquired loans:
Real estate loans:
One- to four-family first mortgage $ 1,233 $ 428 $ 1,322 $ 2,983 $ 90,296 $ 93,279
Home equity loans and lines 141 — — 141 11,610 11,751
Commercial real estate 54 — 2,139 2,193 111,816 114,009
Construction and land — — 241 241 9,181 9,422
Multi-family residential — — — — 3,202 3,202
Total real estate loans 1,428 428 3,702 5,558 226,105 231,663
Other loans:
Commercial and industrial 81 — 430 511 10,690 11,201
Consumer 53 3 21 77 3,383 3,460
Total other loans 134 3 451 588 14,073 14,661
Total acquired loans $ 1,562 $ 431 $ 4,153 $ 6,146 $ 240,178 $ 246,324
Total loans:
Real estate loans:
One- to four-family first mortgage $ 2,500 $ 694 $ 2,473 $ 5,667 $ 345,176 $ 350,843
Home equity loans and lines 141 — — 141 60,171 60,312
Commercial real estate 492 — 6,993 7,485 794,139 801,624
Construction and land 428 — 241 669 258,983 259,652
Multi-family residential — — — — 90,518 90,518
Total real estate loans 3,561 694 9,707 13,962 1,548,987 1,562,949
Other loans:
Commercial and industrial 132 31 701 864 243,259 244,123
Consumer 342 3 46 391 32,630 33,021
Total other loans 474 34 747 1,255 275,889 277,144
Total loans $ 4,035 $ 728 $ 10,454 $ 15,217 $ 1,824,876 $ 1,840,093

There were no and $6,000 of loans greater than 90 days past due and accruing at March 31, 2022 and December 31, 2021, respectively.

The following tables summarize information pertaining to nonaccrual loans as of dates indicated.

March 31, 2022
(dollars in thousands) With Related Allowance Without Related Allowance Total
Nonaccrual loans(1):
One- to four-family first mortgage $ 3,133 $ — $ 3,133
Home equity loans and lines 59 — 59
Commercial real estate 13,199 3,766 16,965
Construction and land 261 — 261
Multi-family residential — — —
Commercial and industrial 494 19 513
Consumer 182 — 182
Total $ 17,328 $ 3,785 $ 21,113
December 31, 2021
(dollars in thousands) With Related Allowance Without Related Allowance Total
Nonaccrual loans(1):
One- to four-family first mortgage $ 3,575 $ — $ 3,575
Home equity loans and lines 38 — 38
Commercial real estate 8,315 116 8,431
Construction and land 258 — 258
Multi-family residential — — —
Commercial and industrial 743 20 763
Consumer 204 — 204
Total $ 13,133 $ 136 $ 13,269

(1)Nonaccrual acquired loans include PCD loans of $10,228,000 at March 31, 2022. There were no nonaccrual acquired PCD loans at December 31, 2021.

All interest accrued but not received for loans placed on nonaccrual status is reversed against interest income. All payments received while on nonaccrual status are applied against the principal balance of nonaccrual loans. The Company does not recognize interest income while loans are on nonaccrual status.

Collateral Dependent Loans

The Company held loans that were individually evaluated for credit losses at March 31, 2022 and December 31, 2021 for which the repayment, on the basis of our assessment at the reporting date, is expected to be provided substantially through the operation or sale of the collateral and the borrower is experiencing financial difficulty. The ACL for these collateral-dependent loans is primarily based on the fair value of the underlying collateral at the reporting date. The following describes the types of collateral that secure collateral dependent loans:

•One- to four-family first mortgages are primarily secured by first liens on residential real estate.

•Home equity loans and lines are primarily secured by first and junior liens on residential real estate.

•Commercial real estate loans are primarily secured by office and industrial buildings, warehouses, retail shopping facilities and various special purpose properties, including hotels and restaurants.

•Construction and land loans are primarily secured by residential and commercial properties, which are under construction and/or redevelopment, and by raw land.

•Commercial and industrial loans considered collateral dependent are primarily secured by accounts receivable, inventory and equipment.

The tables below summarize collateral dependent loans and the related ACL at March 31, 2022 and December 31, 2021.

March 31, 2022
(dollars in thousands) Loans ACL
One- to four-family first mortgage $ — $ —
Home equity loans and lines — —
Commercial real estate 13,806 2,324
Construction and land — —
Multi-family residential — —
Commercial and industrial 487 440
Consumer — —
Total $ 14,293 $ 2,764
December 31, 2021
(dollars in thousands) Loans ACL
One- to four-family first mortgage $ — $ —
Home equity loans and lines — —
Commercial real estate 3,873 247
Construction and land — —
Multi-family residential — —
Commercial and industrial 744 425
Consumer — —
Total $ 4,617 $ 672

Foreclosed Assets and ORE

Foreclosed assets and ORE include real property and other assets that have been acquired as a result of foreclosure, and real property no longer used in the Bank's business. Foreclosed assets and ORE totaled $1,265,000 and 1,189,000 at March 31, 2022 and December 31, 2021, respectively. These amounts are recorded in accrued interest receivable and other assets on the Consolidated Statements of Financial Condition.

The carrying amount of foreclosed residential real estate properties held at March 31, 2022 and December 31, 2021 totaled $122,000 and $136,000, respectively. Loans secured by single family residential real estate that were in the process of foreclosure at March 31, 2022 and December 31, 2021 totaled $590,000 and $505,000, respectively.

Foreclosed assets and ORE included certain bank buildings that meet the criteria to be classified as assets held for sale. The carrying value of these assets totaled $423,000 at December 31, 2021. During the three months ended March 31, 2022, the Company sold the asset held for sale at the recorded carrying value of $423,000 at December 31, 2021.

Troubled Debt Restructurings

During the course of its lending operations, the Company periodically grants concessions to its customers in an attempt to protect as much of its investment as possible and to minimize risk of loss. These concessions may include restructuring the terms of a customer loan to alleviate the burden of the customer’s near-term cash requirements. Loans are TDRs when the Company agrees to restructure a loan to a borrower who is experiencing financial difficulties in a manner that is deemed to be a “concession”. The Company defines a concession as a modification of existing terms granted to a borrower for economic or legal reasons related to the borrower’s financial difficulties that the Company would otherwise not consider. The concession either is granted through an agreement with the customer or is imposed by a court or by law. Concessions include modifying original loan terms to reduce or defer cash payments required as part of the loan agreement, including but not limited to:

•a reduction of the stated interest rate for the remaining original life of the debt,

•an extension of the maturity date or dates at an interest rate lower than the current market rate for new debt with similar risk characteristics,

•a reduction of the face amount or maturity amount of the debt or

•a reduction of accrued interest receivable on the debt.

In its determination of whether the customer is experiencing financial difficulties, the Company considers numerous indicators, including, but not limited to:

•whether the customer is currently in default on its existing loan, or is in an economic position where it is probable the customer will be in default on its loan in the foreseeable future without a modification,

•whether the customer has declared or is in the process of declaring bankruptcy,

•whether there is substantial doubt about the customer’s ability to continue as a going concern,

•whether, based on its projections of the customer’s current capabilities, the Company believes the customer’s future cash flows will be insufficient to service the debt, including interest, in accordance with the contractual terms of the existing agreement for the foreseeable future and

•whether, without modification, the customer cannot obtain sufficient funds from other sources at an effective interest rate equal to the current market rate for similar debt for a non-troubled debtor.

If the Company concludes that both a concession has been granted and the concession was granted to a customer experiencing financial difficulties, the Company identifies the loan as a TDR. At least quarterly, the Company evaluates larger commercial TDRs (i.e., TDRs with balances of $500,000 or greater) to determine if the assets should be individually evaluated for credit losses. The ACL for loans that are individually evaluated is based on a comparison of the recorded investment in the loan with either the expected cash flows discounted using the loan’s original effective interest rate, observable market price for the loan or the fair value of the collateral underlying certain collateral-dependent loans. Residential, consumer and smaller balance commercial TDRs are included in the Company's pooled-loan analysis to calculate the ACL and, generally, do not have a material impact on the overall ACL.

The following table summarizes information pertaining to TDRs modified during the periods indicated.

Three Months Ended March 31,
2022 2021
(dollars in thousands) Number of Contracts Pre-modification Outstanding Recorded Investment Post-modification Outstanding Recorded Investment Number of Contracts Pre-modification Outstanding Recorded Investment Post-modification Outstanding Recorded Investment
Troubled debt restructurings:
One- to four-family first mortgage 1 $ 90 $ 90 — $ — $ —
Home equity loans and lines — — — — — —
Commercial real estate 1 135 135 2 479 479
Construction and land — — — — — —
Multi-family residential — — — — — —
Commercial and industrial — — — — — —
Other consumer 1 19 18 1 5 4
Total 3 $ 244 $ 243 3 $ 484 $ 483

None of the the loans modified during the three months ended March 31, 2022 defaulted during the same period.

One commercial real estate loan totaling $380,000 modified during the three months ended March 31, 2021 defaulted within twelve months of modification. The default did not have a significant impact on our allowance for credit losses at March 31, 2021.

  1. Derivatives and Hedging Activities

Risk Management Objective of Using Derivatives

The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates.

The Company’s existing credit derivatives result from loan participation arrangements, therefore, are not used to manage interest rate risk in the Company’s assets or liabilities. The Company occasionally enters into credit risk participation agreements with counterparty banks to accept a portion of the credit risk related to interest rate swaps. The agreements, which are typically executed in conjunction with a participation in a loan with the same customer, allow customers to execute an interest rate swap with one bank while allowing for the distribution of the credit risk among participating members. Collateral used to support the credit risk for the underlying lending relationship is also available to offset the risk of credit risk participations and customer derivative positions.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. As part of its efforts to accomplish this objective, the Company entered into certain interest rate swap agreements as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Such derivatives were used to hedge the variable cash flows associated with existing variable rate liabilities.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in Accumulated Other Comprehensive Income and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable rate liabilities. During the next twelve months, the Company estimates that an additional $571,000 will be reclassified as additional interest income.

Non-designated Hedges

The Company’s existing credit derivatives result from participations in interest rate swaps provided by external lenders as part of loan participation arrangements, therefore, are not used to manage interest rate risk in the Company’s assets or liabilities. Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain lenders which participate in loans. For derivative instruments that are not designated as hedging instruments, changes in the fair value of the derivatives are recognized in earnings immediately.

Fair Values of Derivative Instruments

The tables below present the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Statement of Financial Condition as of March 31, 2022 and December 31, 2021.

March 31, 2022
Derivative Assets(1) Derivative Liabilities(1)
(dollars in thousands) Notional Amount Fair Value Notional Amount Fair Value
Derivatives designated as hedging instruments:
Interest rate swaps - variable rate liabilities $ 40,000 $ 3,459 $ — $ —
Derivatives not designated as hedging instruments:
Risk participation agreements — — 10,000 36
Netting adjustments — —
Net derivative amounts $ 3,459 $ 36
December 31, 2021
Derivative Assets(1) Derivative Liabilities(1)
(dollars in thousands) Notional Amount Fair Value Notional Amount Fair Value
Derivatives designated as hedging instruments:
Interest rate swaps - variable rate liabilities $ 40,000 $ 1,589 $ — $ —
Derivatives not designated as hedging instruments:
Risk participation agreements — — 10,000 43
Netting adjustments — —
Net derivative amounts $ 1,589 $ 43

(1)Derivative assets and liabilities are reported at fair value in accrued interest receivable and other assets and accrued interest payable and other liabilities, respectively, in the Consolidated Statements of Financial Condition.

At March 31, 2022 and December 31, 2021, accumulated unrealized gains, net of taxes, on derivative instruments totaled $2,734,000 and $1,259,000, respectively.

Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income and the Consolidated Statements of Income

The tables below present the effect of cash flow hedge accounting on Accumulated Other Comprehensive Income and the Consolidated Statements of Income as of March 31, 2022 and March 31, 2021.

Three Months Ended March 31, 2022
Amount of Gain Recognized in OCI Location of Loss Reclassified from AOCI into Income Amount of Loss Reclassified from AOCI into Income
(dollars in thousands) Total Included Component Total Included Component
Derivatives in cash flows hedging relationships:
Interest rate swaps - variable rate liabilities $ 1,855 $ 1,855 Interest expense $ (12) $ (12)
Three Months Ended March 31, 2021
--- --- --- --- --- --- --- --- --- --- --- ---
Amount of Gain Recognized in OCI Location of Loss Reclassified from AOCI into Income Amount of Loss Reclassified from AOCI into Income
(dollars in thousands) Total Included Component Total Included Component
Derivatives in cash flows hedging relationships:
Interest rate swaps - variable rate liabilities $ 1,301 $ 1,301 Interest expense $ (16) $ (16)

Effect of Derivatives Not Designated as Hedging Instruments on the Consolidated Statements of Income

The table below presents the effect of the Company’s derivative financial instruments that are not designated as hedging instruments on the Consolidated Statements of Income as of March 31, 2022.

(dollars in thousands) Location of Income Recognized on Non-designated Hedges Three Months Ended March 31, 2022
Effects of non-designated hedges
Risk participation agreements Other noninterest income $ 7

At and during the three months ended March 31, 2021, the Company was not a party to derivative contracts not designated as hedging instruments.

Credit-risk-related Contingent Features

The Company has agreements with each of its derivative counterparties that contain a provision to the effect that, if the Company (either) defaults (or is capable of being declared in default) on any of its indebtedness, then the Company could also be declared in default on its derivative obligations.

The Company has agreements with certain of its derivative counterparties that contain a provision to the effect that, if the Company fails to maintain its status as a well or adequately capitalized institution, then the Company could be required to post additional collateral.

As of March 31, 2022, there were no derivatives with credit-risk-related contingent features in a net liability position. Such derivatives are measured at fair value, which includes accrued interest but excludes any adjustment for nonperformance risk. If the Company had breached any provisions at March 31, 2022, it would not have been required to settle any obligations under the agreements since the termination value was $0.

  1. Fair Value Measurements and Disclosures

The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The Company groups assets and liabilities measured or disclosed at fair value in three levels as required by ASC 820, Fair Value Measurements and Disclosures. Under this guidance, fair value should be based on the assumptions market participants would use when pricing the asset or liability and establishes a fair value hierarchy that prioritizes the inputs used to develop those assumptions and measure fair value. The hierarchy requires companies to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels used to measure fair value are as follows:

•Level 1 – Quoted prices in active markets for identical assets or liabilities.

•Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

•Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

An asset’s or liability’s categorization within the fair value hierarchy is based upon the lowest level that is significant to the fair value measurement. Management reviews and updates the fair value hierarchy classifications of the Company’s assets and liabilities quarterly.

Recurring Basis

Investment Securities Available for Sale

Fair values of investment securities available for sale are primarily measured using information from a third-party pricing service. This pricing service provides pricing information by utilizing pricing models supported with market data information. Standard inputs include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities bids, offers and other reference data from market research publications. If quoted prices are available in an active market, investment securities are classified as Level 1 measurements. If quoted prices are not available in an active market, fair values are estimated primarily by the use of pricing models. Level 2 investment securities are primarily comprised of mortgage-backed securities issued by government agencies and U.S. government-sponsored enterprises. In certain cases, where there is limited or less transparent information provided by the Company’s third-party pricing service, fair value is estimated by the use of secondary pricing services or through the use of non-binding third-party broker quotes. Investment securities are classified within Level 3 when little or no market activity supports the fair value.

Management primarily identifies investment securities which may have traded in illiquid or inactive markets, by identifying instances of a significant decrease in the volume and frequency of trades, relative to historical levels, as well as instances of a significant widening of the bid-ask spread in the brokered markets. Investment securities that are deemed to have been trading in illiquid or inactive markets may require the use of significant unobservable inputs. For example, management may use quoted prices for similar investment securities in the absence of a liquid and active market for the investment securities being valued. As of March 31, 2022, management did not make adjustments to prices provided by the third-party pricing service as a result of illiquid or inactive markets.

Derivative Assets and Liabilities

Derivative assets and liabilities are reported at fair value in accrued interest receivable and other assets and accrued interest payable and other liabilities, respectively, in the Consolidated Statements of Financial Condition. The fair value of these derivative financial instruments is obtained from a third-party pricing service that uses widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. The analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The Company has determined that its derivative valuations are classified in Level 2 of the fair vale hierarchy.

The following tables present the balances of assets measured for fair value on a recurring basis as of March 31, 2022 and December 31, 2021.

(dollars in thousands) March 31, 2022 Level 1 Level 2 Level 3
Assets
Available for sale securities:
U.S. agency mortgage-backed $ 305,619 $ — $ 305,619 $ —
Collateralized mortgage obligations 40,912 — 40,912 —
Municipal bonds 49,870 — 49,870 —
U.S. government agency 11,985 — 11,985 —
Corporate bonds 6,874 — 6,874 —
Total $ 415,260 $ — $ 415,260 $ —
Derivative assets $ 3,459 $ — $ 3,459 $ —
Total $ 418,719 $ — $ 418,719 $ —
Liabilities
Derivative liabilities $ 36 $ — $ 36 $ —
(dollars in thousands) December 31, 2021 Level 1 Level 2 Level 3
--- --- --- --- --- --- --- --- ---
Assets
Available for sale securities:
U.S. agency mortgage-backed $ 233,773 $ — $ 233,773 $ —
Collateralized mortgage obligations 31,912 — 31,912 —
Municipal bonds 50,719 — 50,719 —
U.S. government agency 5,614 — 5,614 —
Corporate bonds 5,614 — 5,614 —
Total $ 327,632 $ — $ 327,632 $ —
Derivative assets $ 1,589 $ — $ 1,589 $ —
Total $ 329,221 $ — $ 329,221 $ —
Liabilities
Derivative liabilities $ 43 $ — $ 43 $ —

Nonrecurring Basis

The Company records loans individually evaluated for credit losses at fair value on a nonrecurring basis. Fair value is measured at the fair value of the collateral for collateral-dependent loans. For non-collateral-dependent loans, fair value is measured by present valuing expected future cash flows. Loans individually evaluated are classified as Level 3 assets when measured using appraisals from third parties of the collateral less any prior liens and when there is no observable market price.

Foreclosed assets and ORE are also recorded at fair value on a nonrecurring basis. Foreclosed assets are initially recorded at fair value less estimated costs to sell. ORE is recorded at the lower of its net book value or fair value at the date of transfer to ORE. The fair value of foreclosed assets and ORE is based on property appraisals and an analysis of similar properties available. As such, the Company classifies foreclosed and ORE assets as Level 3 assets.

The Company has segregated all financial assets that are measured at fair value on a nonrecurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date as reflected in the table below.

Fair Value Measurements Using
(dollars in thousands) March 31, 2022 Level 1 Level 2 Level 3
Assets
Loans individually evaluated $ 11,529 $ — $ — $ 11,529
Foreclosed assets and ORE 1,265 — — 1,265
Total $ 12,794 $ — $ — $ 12,794
Fair Value Measurements Using
(dollars in thousands) December 31, 2021 Level 1 Level 2 Level 3
Assets
Loans individually evaluated $ 3,945 $ — $ — $ 3,945
Foreclosed assets and ORE 1,189 — — 1,189
Total $ 5,134 $ — $ — $ 5,134

The following table shows significant unobservable inputs used in the fair value measurement of Level 3 assets.

(dollars in thousands) Fair Value Valuation Technique Unobservable Inputs Range of Discounts Weighted Average Discount
March 31, 2022
Loans individually evaluated $ 11,529 Third party appraisals and discounted cash flows Collateral values, market discounts and estimated costs to sell 0% - 100% 19%
Foreclosed assets and ORE $ 1,265 Third party appraisals, sales contracts, broker price opinions Collateral values, market discounts and estimated costs to sell 6% - 34% 17%
(dollars in thousands) Fair Value Valuation Technique Unobservable Inputs Range of<br>Discounts Weighted Average Discount
December 31, 2021
Loans individually evaluated $ 3,945 Third party appraisals and discounted cash flows Collateral values, market discounts and estimated costs to sell 0% - 100% 15%
Foreclosed assets and ORE $ 1,189 Third party appraisals, sales contracts, broker price opinions Collateral values, market discounts and estimated costs to sell 6% - 16% 12%

ASC 820, Fair Value Measurements and Disclosures, requires the disclosure of each class of financial instruments for which it is practicable to estimate. The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. ASC 820 excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statements. These estimates are subjective in nature, involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates included herein are based on existing on- and off-balance-sheet financial instruments without attempting to estimate the value of anticipated future business and the fair value of assets and liabilities that are not required to be recorded or disclosed at fair value like premises and equipment. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

Methods and assumptions used to estimate fair value of each class of financial instruments for which it is practicable to estimate fair value are described in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. There have been no material changes from the fair value estimate methods and assumptions previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2021.

The following table presents estimated fair values of the Company’s financial instruments as of the dates indicated.

Fair Value Measurements at March 31, 2022
(dollars in thousands) Carrying Amount Total Level 1 Level 2 Level 3
Financial Assets
Cash and cash equivalents $ 548,019 $ 548,019 $ 548,019 $ — $ —
Interest-bearing deposits in banks 349 349 349 — —
Investment securities available for sale 415,260 415,260 — 415,260 —
Investment securities held to maturity 2,094 2,096 — 2,096 —
Mortgage loans held for sale 4,187 4,187 — 4,187 —
Loans, net 2,131,238 2,129,864 — 2,118,335 11,529
Cash surrender value of BOLI 40,575 40,575 40,575 — —
Derivative assets(1) 3,459 3,459 — 3,459 —
Financial Liabilities
Deposits $ 2,941,179 $ 2,933,740 $ — $ 2,933,740 $ —
Other borrowings 5,539 5,583 — 5,583 —
Long-term FHLB advances 25,671 24,902 — 24,902 —
Derivative liabilities(1) 36 36 — 36 —
Fair Value Measurements at December 31, 2021
--- --- --- --- --- --- --- --- --- --- ---
(dollars in thousands) Carrying Amount Total Level 1 Level 2 Level 3
Financial Assets
Cash and cash equivalents $ 601,443 $ 601,443 $ 601,443 $ — $ —
Interest-bearing deposits in banks 349 349 349 — —
Investment securities available for sale 327,632 327,632 — 327,632 —
Investment securities held to maturity 2,102 2,132 — 2,132 —
Mortgage loans held for sale 1,104 1,104 — 1,104 —
Loans, net 1,819,004 1,834,023 — 1,830,078 3,945
Cash surrender value of BOLI 40,361 40,361 40,361 — —
Derivative assets(1) 1,589 1,589 — 1,589 —
Financial Liabilities
Deposits $ 2,535,849 $ 2,533,951 $ — $ 2,533,951 $ —
Other borrowings 5,539 5,860 — 5,860 —
Long-term FHLB advances 26,046 26,263 — 26,263 —
Derivative liabilities(1) 43 43 — 43 —

(1)Derivative assets and liabilities are reported at fair value in accrued interest receivable and other assets and accrued interest payable and other liabilities, respectively, in the Consolidated Statements of Financial Condition.

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, 2021 through March 31, 2022 and on its results of operations for the three months ended March 31, 2022 and 2021. 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, 2021 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, credit quality and risk, the COVID-19 pandemic, 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 United States or internationally, fund availability, accounting estimates and risk management processes, the transition away from the London Interbank Offered Rate (LIBOR), legislative and regulatory changes, 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.

Non-GAAP Financial Measures

Management's Discussion and Analysis of Financial Condition and Results of Operations contains financial information determined by methods other than in accordance with generally accepted accounting principles (“GAAP”). The Company's management uses this non-GAAP financial information in its analysis of the Company's performance. In this Item 2, information is included which excludes PPP loans and the effect of PPP loans on income. Management believes the presentation of this non-GAAP financial information provides useful information that is helpful to a full understanding of the Company’s financial position and operating results. This non-GAAP financial information should not be viewed as a substitute for financial information determined in accordance with GAAP, nor is it necessarily comparable to non-GAAP financial information presented by other companies. A reconciliation on non-GAAP information included herein to GAAP is presented at the end of this item.

EXECUTIVE OVERVIEW

The Company reported net income for the first quarter of 2022 of $4.4 million, or $0.53 diluted EPS, down $7.5 million compared to the first quarter of 2021. Net income for the first quarter of 2021 totaled $11.9 million, or $1.41 diluted EPS.

Key components of the Company’s performance during the three months ended March 31, 2022 include:

•Assets increased $394.0 million, or 13.4%, from December 31, 2021 to $3.3 billion at March 31, 2022.

•Total loans were $2.2 billion at March 31, 2022, up $317.9 million, or 17.3%, from December 31, 2021 primarily due to the Friendswood acquisition. The loan growth resulted from the addition of Texan Bank's loan portfolio, which amounted to $318.9 million on March 26, 2022 (the date of acquisition).

•PPP loans totaled $22.8 million at March 31, 2022, down $20.9 million, or 47.8%, from December 31, 2021. The net investment in PPP loans at March 31, 2022 included $3,163,000 of PPP loans acquired in the Friendswood acquisition on March 26, 2022.

•During the three months ended March 31, 2022, the Company provisioned $3.2 million to the allowance for loan losses, primarily due to the acquisition of Friendswood's loan portfolio, which was partially offset by improvements in our

assessment of the economic impact of the COVID-19 pandemic. During three months ended March 31, 2021, the Company recorded a $1.7 million reversal to the allowance for loan losses.

•The ALL totaled $26.7 million, or 1.24% of total loans, at March 31, 2022 compared to $21.1 million, or 1.15% of total loans, at December 31, 2021. Excluding PPP loans, the ratio of the ALL to total loans was 1.25% and 1.17% at March 31, 2022 and December 31, 2021, respectively.

•Nonperforming assets increased $7.9 million, or 54.7%, from $14.5 million, or 0.49% of total assets, at December 31, 2021 to $22.4 million, or 0.67% of total assets, at March 31, 2022. The increase in NPAs during the first quarter of 2022 was primarily due to Friendswood's NPAs, which amounted to $10.2 million on March 26, 2022 (the date of acquisition).

•Total deposits increased $405.3 million, or 16.0%, from $2.5 billion at December 31, 2021 to $2.9 billion at March 31, 2022. The increase was primarily from the addition of Friendswood''s deposits, which amounted to $368.0 million on March 26, 2022 (the date of acquisition).

•The net interest margin was 3.39% for the three months ended March 31, 2022, down 75 bps, from the comparable period in 2021. Excluding the impact of PPP loans, the net interest margin was 3.31% for the three months ended March 31, 2022, compared to 3.88% for the three months ended March 31, 2021.

•The average rate paid on total interest-bearing deposits was 0.20%, down 22 bps from the first quarter of 2021.

•Total interest expense for the first quarter of 2022 was down $778,000, or 42.4%, compared to the first quarter of 2021.

•Noninterest income for the first quarter of 2022 was down $670,000, or 16.5%, compared to the first quarter of 2021, primarily due to a decrease in gains on the sale of loans (down $869,000).

•Noninterest expense for the first quarter of 2022 was up $2,274,000, or 14.2%, compared to the first quarter of 2021, primarily due to increases in expenses for compensation and benefits (up $495,000), merger expenses ($328,000) related to the acquisition of Friendswood, provision for credit losses on unfunded commitments (up $302,000), other expenses (up $301,000), marketing and advertising (up $236,000) and data processing and communication expense (up $209,000).

FINANCIAL CONDITION

Loans, Allowance for Credit Losses and Asset Quality

Loans

Total loans at March 31, 2022 were $2.2 billion, up $317.9 million, or 17.3%, from December 31, 2021. The loan growth resulted from the addition of Texan Bank's loan portfolio, which amounted to $318.9 million on March 26, 2022 (the date of acquisition). PPP loans, included in commercial and industrial loans, totaled $22.8 million at March 31, 2022, down $20.9 million, or 47.8%, from December 31, 2021. The net investment in PPP loans amounted to $22.8 million at March 31, 2022 (including $3,163,000 of PPP loans acquired in the Friendswood acquisition) compared to $43.6 million at December 31, 2021. Excluding PPP loans and Friendswood''s acquired loan portfolio, organic loans increased $20.7 million, or 1.2%, from December 31, 2021.

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

(dollars in thousands) March 31, 2022 December 31, 2021 Increase/(Decrease)
Real estate loans:
One-to four-family first mortgage $ 363,377 $ 350,843 $ 12,534 3.6 %
Home equity loans and lines 58,375 60,312 (1,937) (3.2)
Commercial real estate 1,046,568 801,624 244,944 30.6
Construction and land 297,079 259,652 37,427 14.4
Multi-family residential 98,527 90,518 8,009 8.8
Total real estate loans 1,863,926 1,562,949 300,977 19.3 %
Other loans:
Commercial and industrial 260,843 244,123 16,720 6.8
Consumer 33,200 33,021 179 0.5
Total other loans 294,043 277,144 16,899 6.1
Total loans $ 2,157,969 $ 1,840,093 $ 317,876 17.3 %

Allowance for Credit Losses

Due to the adoption of ASC Topic 326 on January 1, 2020, management maintains, based on current and forecasted information, an ACL that reflects a current estimate of expected credit losses ("CECL") for the estimated life of the loan portfolio at reporting periods subsequent to the adoption date.

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 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.

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 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 conditions used by management to determine the current level of the ACL.

At March 31, 2022, the ALL totaled $26.7 million, or 1.24% of total loans, up $5.6 million from $21.1 million, or 1.15% of total loans, at December 31, 2021. During the three months ended March 31, 2022, the Company provisioned $3.2 million of the allowance loan losses primarily due to the acquisition of Friendswood''s loan portfolio, which was partially offset by improvements in our assessment of the economic impact of the COVID-19 pandemic. Net loan recoveries totaled $149,000 for the three months ended March 31, 2022.

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., 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. 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 determine if a short-fall exists, 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. Loans individually evaluated for credit losses are reported to the Board of Directors monthly.

At March 31, 2022 and December 31, 2021, loans individually evaluated for credit losses were $14.3 million and $4.6 million, respectively. Total loans individually evaluated for credit losses at March 31, 2022 included $10.2 million of acquired loans, of which seven loans were acquired with deteriorated credit quality from the Friendswood loan portfolio. At December 31, 2021, loans individually evaluated for credit losses included $1.1 million of acquired loans, of which none were acquired with deteriorated credit quality.

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

March 31, 2022
(dollars in thousands) Recorded investment Allowance for Loan Losses Allowance to Total Loans
Loans Individually Evaluated
One- to four-family first mortgage $ — $ — — %
Home equity loans and lines — — —
Commercial real estate 13,806 2,324 16.83
Construction and land — — —
Multi-family residential — — —
Commercial and industrial 487 440 90.35
Consumer — — —
Total $ 14,293 $ 2,764 19.34 %
December 31, 2021
(dollars in thousands) Recorded investment Allowance for Loan Losses Allowance to Total Loans
Loans Individually Evaluated
One- to four-family first mortgage $ — $ — — %
Home equity loans and lines — — —
Commercial real estate 3,873 247 6.38
Construction and land — — —
Multi-family residential — — —
Commercial and industrial 744 425 57.12
Consumer — — —
Total $ 4,617 $ 672 14.55 %

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.

At March 31, 2022 and December 31, 2021, loans classified as substandard totaled $26.9 million and $17.5 million, respectively. There were no assets classified as doubtful at either date. For additional information, refer to Note6 to the Consolidated Financial Statements. The $9.3 million, or 53.5%, increase in substandard loans at March 31, 2022 compared to December 31, 2021 was due primarily to substandard loans acquired from Friendswood, which amounted to $10.2 million at March 31, 2022.

The following tables provide a summary of loans classified as special mention and substandard as of the dates indicated.

(dollars in thousands) March 31, 2022 December 31, 2021 Increase/(Decrease)
Special Mention Loans
One- to four-family first mortgage $ 366 $ 369 $ (3) (0.8) %
Home equity loans and lines — — — —
Commercial real estate 826 2,207 (1,381) (62.6)
Construction and land 563 575 (12) (2.1)
Multi-family residential — — — —
Commercial and industrial — 267 (267) (100.0)
Consumer — 2 (2) (100.0)
Total special mention loans $ 1,755 $ 3,420 $ (1,665) (48.7) %
(dollars in thousands) March 31, 2022 December 31, 2021 Increase/(Decrease)
Substandard Loans
One- to four-family first mortgage $ 3,119 $ 3,828 $ (709) (18.5) %
Home equity loans and lines 58 37 21 56.8
Commercial real estate 19,724 9,837 9,887 100.5
Construction and land 259 247 12 4.9
Multi-family residential — — — —
Commercial and industrial 3,587 3,395 192 5.7
Consumer 181 202 (21) (10.4)
Total substandard loans $ 26,928 $ 17,546 $ 9,382 53.5 %

Special mention loans decreased $1.7 million from December 31, 2021 to March 31, 2022 primarily due to upgrades of special mention loans to a pass rating and pay-offs.

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 Topic 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 nonperforming assets and performing troubled debt restructurings as of the dates indicated.

March 31, 2022 December 31, 2021
(dollars in thousands) Originated Acquired(1) Total Originated Acquired(1) Total
Nonaccrual loans(2):
Real estate loans:
One- to four-family first mortgage $ 922 $ 2,211 $ 3,133 $ 1,468 $ 2,107 $ 3,575
Home equity loans and lines — 59 59 — 38 38
Commercial real estate 3,998 12,967 16,965 5,316 3,115 8,431
Construction and land 151 110 261 — 258 258
Multi-family residential — — — — — —
Other loans:
Commercial and industrial 296 217 513 291 472 763
Consumer 148 34 182 158 46 204
Total nonaccrual loans 5,515 15,598 21,113 7,233 6,036 13,269
Accruing loans 90 days or more past due — — — 6 — 6
Total nonperforming loans 5,515 15,598 21,113 7,239 6,036 13,275
Foreclosed assets and ORE 536 729 1,265 1,109 80 1,189
Total nonperforming assets 6,051 16,327 22,378 8,348 6,116 14,464
Performing troubled debt restructurings 3,797 1,100 4,897 3,867 1,096 4,963
Total nonperforming assets and troubled debt restructurings $ 9,848 $ 17,427 $ 27,275 $ 12,215 $ 7,212 $ 19,427
Nonperforming loans to total loans 0.98 % 0.72 %
Nonperforming loans to total assets 0.63 % 0.45 %
Nonperforming assets to total assets 0.67 % 0.49 %

(1)Nonaccrual acquired loans include PCD loans of $10,228,000 at March 31, 2022. There were no nonaccrual acquired PCD loans at December 31, 2021.

(2)Nonaccrual loans include originated restructured loans placed on nonaccrual totaling $3.6 million and $3.7 million at March 31, 2022 and December 31, 2021, respectively. Acquired restructured loans placed on nonaccrual totaled $3.0 million and $3.5 million at March 31, 2022 and December 31, 2021, respectively.

Foreclosed assets and ORE includes real property and other assets that have been acquired as a result of foreclosure, and real property no longer used in the Bank's business. Foreclosed assets and ORE are classified as such until sold or disposed. Foreclosed assets are recorded at fair value less estimated selling costs based on third party property valuations which are obtained at the time the asset is repossessed and periodically until the property is liquidated. ORE is recorded at the lower of its net book value or fair value at the date of transfer to ORE. Foreclosed assets and ORE holding costs are charged to expense. Gains and losses on the sale of foreclosed assets and ORE are charged to operations, as incurred. Costs associated with acquiring and improving a foreclosed property or ORE are capitalized to the extent that the carrying value does not exceed fair value less estimated selling costs.

Investment Securities

The Company’s investment securities portfolio totaled $417.4 million as of March 31, 2022, an increase of $87.6 million, or 26.6%, from December 31, 2021. At March 31, 2022, the Company had a net unrealized loss on its available for sale investment securities portfolio of $20.5 million, compared to a net unrealized loss of $653,000 at December 31, 2021.

The following table summarizes activity in the Company’s investment securities portfolio during the three months ended March 31, 2022.

(dollars in thousands) Available for Sale Held to Maturity
Balance, December 31, 2021 $ 327,632 $ 2,102
Purchases 87,259 —
Acquired from Texan Bank, at fair value 33,411 —
Sales — —
Principal maturities, prepayments and calls (12,796) —
Amortization of premiums and accretion of discounts (393) (8)
Decrease in market value (19,853) —
Balance, March 31, 2022 $ 415,260 $ 2,094

Funding Sources

Deposits

Deposits totaled $2.9 billion at March 31, 2022, an increase of $405.3 million, or 16.0%, compared to December 31, 2021. The increase was primarily from the addition of Texan Bank's deposits, which amounted to $368.0 million on March 26, 2022 (the date of acquisition). In January 2022, we sold the Bank's former branch office in Vicksburg, Mississippi, and transferred $14.7 million in deposits. The following table summarizes the changes in the Company’s deposits from December 31, 2021 to March 31, 2022.

(dollars in thousands) March 31, 2022 December 31, 2021 Increase/(Decrease)
Demand deposit $ 913,137 $ 766,385 $ 146,752 19.1 %
Savings 315,356 285,728 29,628 10.4
Money market 484,847 371,478 113,369 30.5
NOW 806,501 792,919 13,582 1.7
Certificates of deposit 421,338 319,339 101,999 31.9
Total deposits $ 2,941,179 $ 2,535,849 $ 405,330 16.0 %

The average rate paid on interest-bearing deposits was 0.20% for the first quarter of 2022, down 22 bps compared to the first quarter of 2021.

At March 31, 2022, certificates of deposit maturing within the next 12 months totaled $321.7 million.

Federal Home Loan Bank Advances

The average balance of total FHLB advances was $25.8 million for the first quarter of 2022, down $2.6 million compared to the first quarter of 2021. Average total FHLB advances decreased over the comparable periods primarily due to paydowns during the three months ended March 31, 2022.

At March 31, 2022 and December 31, 2021, the Company had $25.7 million and $26.0 million in total outstanding FHLB advances, respectively, and $840.9 million and $810.4 million in additional FHLB advances available, respectively.

Shareholders’ Equity

Total shareholders’ equity decreased $14.4 million, or 4.1%, from $351.9 million at December 31, 2021 to $337.5 million at March 31, 2022. Shareholders' equity decreased primarily due to an other comprehensive loss of $14.2 million, share repurchases of $3.4 million and cash dividends of $2.0 million, which were partially offset by net income of $4.4 million during the three months ended March 31, 2022.

At March 31, 2022, the Bank had regulatory capital amounts that were well in excess of regulatory requirements. The following table presents actual and required capital ratios for the Bank under the Basel III Capital Rules. The minimum required capital amounts presented include the minimum required capital levels as of March 31, 2022 based on the required capital levels as of January 1, 2019 when the Basel III Capital Rules were fully phased-in. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as amended to reflect the changes under the Basel III Capital Rules.

Actual Minimum Capital Required – Basel III Fully Phased-In To Be Well Capitalized Under Prompt Corrective Action Provisions
(dollars in thousands) Amount Ratio Amount Ratio Amount Ratio
Bank:
Common equity Tier 1 capital (to risk-weighted assets) $ 249,791 11.03 % $ 158,494 7.00 % $ 147,173 6.50 %
Tier 1 risk-based capital 249,791 11.03 192,457 8.50 181,136 8.00
Total risk-based capital 278,100 12.28 237,741 10.50 226,420 10.00
Tier 1 leverage capital 249,791 8.67 115,294 4.00 144,118 5.00

LIQUIDITY AND ASSET/LIABILITY MANAGEMENT

Liquidity Management

Liquidity management encompasses our ability to ensure that funds are available to meet the cash flow requirements of depositors and borrowers, while also ensuring adequate cash flow exists to meet the Company’s needs, including operating, strategic and capital. The Company develops its liquidity management strategies as part of its overall asset/liability management process. 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. The Company also maintains excess funds in short-term, interest-bearing assets that provide additional liquidity.

The Company uses its 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 March 31, 2022, certificates of deposit maturing within the next 12 months totaled $321.7 million. Based upon historical experience, the Company anticipates that a significant portion of the maturing certificates of deposit will be redeposited with us.

In addition to cash flow from loan and securities payments and prepayments as well as from sales of securities available for sale, the Company has significant borrowing capacity available to fund liquidity needs. In recent years, the Company has utilized borrowings as a cost efficient addition to deposits as a source of funds. Borrowings consist of advances from the FHLB of Dallas, of which the Company is a member. Under terms of the collateral agreement with the FHLB, the Company pledges residential mortgage loans and investment securities as well as the Company’s stock in the FHLB as collateral for such advances. For the three months ended March 31, 2022, the average balance of outstanding FHLB advances was $25.8 million. At March 31, 2022, the Company had $25.7 million in total outstanding FHLB advances and had $840.9 million in additional FHLB advances available.

Asset/Liability Management

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 also is monitored by management through the use of a model which generates 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 March 31, 2022.

Shift in Interest Rates (in bps) % Change in Projected Net Interest Income
+300 15.8%
+200 10.5%
+100 5.1%
-100 (5.2)%

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 earning assets and maintain a desired mix of 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.

During the second quarter of 2020, the Company 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 Note7 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. At March 31, 2022 and December 31, 2021, the Company's allowance for credit losses on unfunded commitments totaled $2.1 million and $1.8 million, respectively.

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 undisbursed construction loans as of the periods indicated.

Contract Amount
(dollars in thousands) March 31, 2022 December 31, 2021
Standby letters of credit $ 5,902 $ 5,075
Available portion of lines of credit 313,878 320,611
Undisbursed portion of loans in process 153,579 142,048
Commitments to originate loans 132,468 153,487

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, revolving credit lines and overdraft protection agreements 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 condition or results of operations of the Company.

RESULTS OF OPERATIONS

Net income for the first quarter of 2022 was $4.4 million, down $7.5 million compared to the first quarter of 2021. Diluted EPS for the first quarter of 2022 was $0.53, down $0.88 compared to the first quarter of 2021.

The net income for the three months ended March 31, 2022 and 2021 was significantly impacted by the acquisition of Friendswood's loan portfolio, the change in our estimate of the allowance for loan losses over the comparable periods and the recognition of PPP lender fees. During the the three months ended March 31, 2022, the Company provisioned $3.2 million to the allowance for loan losses primarily due to the acquisition of Friendswood, which was partially offset by improvements in our assessment of the economic impact of the COVID-19 pandemic. During three months ended March 31, 2021, the Company reversed $1.7 million from the allowance for loan losses. The Company recognized $721,000 of deferred PPP lender fees during the three months ended March 31, 2022, compared to $3.3 million during the comparable periods in 2021.

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. The Company’s 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 tax-equivalent net interest spread was 3.30% and 3.98% for the quarters ended March 31, 2022 and 2021, respectively.

Net interest income totaled $23.5 million for the first quarter of 2022, down $1.6 million, or 6.3%, compared to the first quarter of 2021.

Loan income from deferred PPP lender fees totaled $721,000 for the first quarter of 2022, down $2.5 million, or 78.0%, compared to the first quarter of 2021. Unrecognized PPP lender fees totaled $580,000 at March 31, 2022.

The Company’s tax-equivalent net interest margin, which is net interest income as a percentage of average interest-earning assets, was 3.39% and 4.14% for the quarters ended March 31, 2022 and 2021, respectively. For the same periods, the average loan yield was 4.88% and 5.21%, respectively. PPP loans increased the net interest margin by 8 bps and increased the average loan yield by 9 bps during the first quarter of 2022. During the first quarter of 2021, PPP loans increased the net interest margin by 26 bps and the average loan yield by 18 bps. Excluding the impact of PPP loans, the net interest margin and the average loan yield decreased by 57 and 24 bps, respectively, over the comparable quarters.

Average PPP loans were $31.3 million and $238.8 million for the first quarters of 2022 and 2021, respectively.

Acquired loan discount accretion included in interest income totaled $457,000 and $736,000 for the quarters ended March 31, 2022 and 2021, respectively.

The following tables set forth, for the periods indicated, information regarding (i) the total dollar amount of interest income of 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 yields are calculated using a marginal tax rate of 21%.

Three Months Ended March 31,
2022 2021
(dollars in thousands) Average Balance Interest Average Yield/Rate Average Balance Interest Average Yield/Rate
Interest-earning assets:
Loans receivable(1) $ 1,862,616 $ 22,667 4.88 % $ 1,987,264 $ 25,817 5.21 %
Investment securities
Three Months Ended March 31,
--- --- --- --- --- --- --- --- --- --- --- --- ---
2022 2021
(dollars in thousands) Average Balance Interest Average Yield/Rate Average Balance Interest Average Yield/Rate
Taxable 341,792 1,542 1.80 240,740 918 1.52
Tax-exempt (TE) 17,944 76 2.13 20,552 94 2.32
Total investment securities 359,736 1,618 1.82 261,292 1,012 1.59
Other interest-earning assets 561,262 277 0.20 183,771 99 0.22
Total interest-earning assets (TE) 2,783,614 $ 24,562 3.54 2,432,327 $ 26,928 4.44
Noninterest-earning assets 193,945 188,337
Total assets $ 2,977,559 $ 2,620,664
Interest-bearing liabilities:
Deposits:
Savings, checking and money market $ 1,461,966 $ 530 0.15 % $ 1,240,933 $ 881 0.29 %
Certificates of deposit 317,866 363 0.46 352,501 775 0.89
Total interest-bearing deposits 1,779,832 893 0.20 1,593,434 1,656 0.42
Other borrowings 5,539 53 3.89 5,706 53 3.78
Short-term FHLB advances — — — — — —
Long term FHLB advances 25,795 109 1.70 28,424 124 1.74
Total interest-bearing liabilities 1,811,166 $ 1,055 0.24 1,627,564 $ 1,833 0.46
Noninterest-bearing liabilities 815,056 666,271
Total liabilities 2,626,222 2,293,835
Shareholders’ equity 351,337 326,829
Total liabilities and shareholders' equity $ 2,977,559 $ 2,620,664
Net interest-earning assets $ 972,448 $ 804,763
Net interest spread (TE) $ 23,507 3.30 % $ 25,095 3.98 %
Net interest margin (TE) 3.39 % 4.14 %

(1)Nonperforming loans are included in the respective average loan balances, net of deferred fees, discounts and loans in process.

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).

Three Months Ended March 31,
2022 Compared to 2021
Change Attributable To
(dollars in thousands) Rate Volume Increase/ (Decrease)
Interest income:
Loans receivable $ (1,056) $ (2,094) $ (3,150)
Investment securities 197 409 606
Other interest-earning assets (16) 194 178
Total interest income (875) (1,491) (2,366)
Interest expense:
Savings, checking and money market accounts (481) 130 (351)
Certificates of deposit (354) (58) (412)
Other borrowings 1 (1) —
FHLB advances (3) (12) (15)
Total interest expense (837) 59 (778)
Increase (decrease) in net interest income $ (38) $ (1,550) $ (1,588)

Noninterest Income

Noninterest income for the first quarter of 2022 totaled $3.4 million, down $670,000, or 16.5%, from $4.1 million earned for the same period in 2021.

Gains on the sale of loans for the first quarter of 2022 were down $869,000, or 74.4%, from the comparable period in 2021. The origination of mortgage loans held for sale slowed in the first quarter of 2022.

Income from bank card fees for the three months ended March 31, 2022 was up $148,000, or 11.3%, from the comparable period in 2021 primarily due to increased transaction activity by our cardholders.

Net gain on the sale of assets totaled $5,000 for the first quarter of 2022 primarily due to sale of assets which was offset with a loss the sale of the bank's former branch office in Vicksburg, Mississippi in January 2022. We transferred $2.8 million in loans and $14.7 million in deposit liabilities from that office resulting in a net loss of $9,000 on the transaction.

Noninterest Expense

Noninterest expense for the first quarter of 2022 totaled $18.2 million, up $2,274,000, or 14.2%, from the first quarter of 2021.

Compensation and benefits expense for the three months ended March 31, 2022 was up $495,000, or 5.1%, from the comparable period in 2021 primarily due to an increase in annual salary expense, incentive bonuses and health insurance costs.

Noninterest expense for the first quarter of 2022 includes $328,000 of merger expenses related to the acquisition of Friendswood.

The Company recorded a provision for credit losses on unfunded lending commitments for the first quarter of 2022. Provisions totaling $302,000 for credit losses on unfunded commitments during the three months ended March 31, 2022 were due to the acquisition of Texan Bank's loan portfolio compared to no provision for the comparable period in 2021.

Other noninterest expense for the three months ended March 31, 2022 was up $301,000, or 33.7%, from the comparable period in 2021 primarily due to charge offs related to fraud on deposit accounts.

Marketing and advertising expense for the three months ended March 31, 2022 was up $236,000, or 138.0%, from the comparable period in 2021 primarily due to an increase in sponsorships and general advertising activities.

Data processing and communication expense for the three months ended March 31, 2022 was up $209,000, or 10.5%, from the comparable period in 2021 primarily due to a general increase in the cost of software and data processing

Income Taxes

Income tax expense for the three months ended March 31, 2022 totaled $1.0 million, compared to $3.0 million for the three months ended March 31, 2021, respectively. The decrease in income tax expense over the comparable periods were primarily due to decreases in taxable earnings.

The Company's effective tax rates for the first quarters of 2022 and 2021 were 19.1% and 19.9%, respectively. The effective tax rate decreased over the comparable three-month periods primarily due to an increase in non-taxable earnings from bank-owned life insurance during 2022.

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 Note1 - Basis of Presentation in the accompanying notes to the consolidated financial statements included elsewhere in this report and in our 2021 Annual Report on Form 10-K. 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.

Reconciliation of Non-GAAP Measures

The following table provides a reconciliation of Non-GAAP financial measures used herein to GAAP reporting. For further information, see "Non-GAAP Financial Measures" on page 35.

Financial Condition

(dollars in thousands) March 31, 2022 December 31, 2021
Total loans $ 2,157,969 $ 1,840,093
Less: PPP loans 22,759 43,637
Total loans excluding PPP loans $ 2,135,210 $ 1,796,456
Allowance for loan losses to total loans 1.24 % 1.15 %
Less: PPP loans 0.01 0.02
Non-GAAP allowance for loan losses to total loans 1.25 % 1.17 %

Results of Operations

Three Months Ended<br>March 31,
(dollars in thousands) 2022 2021
Reported loan income $ 22,667 $ 25,817
Less: PPP loan income 800 3,893
Loan income excluding PPP loan income $ 21,867 $ 21,924
Provision (reversal) for loan losses $ 3,215 $ (1,703)
Less: CECL impact for acquisition 3,802 —
Provision reversal for organic loans $ (587) $ (1,703)
Average total loans $ 1,862,616 $ 1,987,264
Less: average PPP loans 31,326 238,813
Average total loans excluding PPP loans $ 1,831,290 $ 1,748,451
Loan yield 4.88 % 5.21 %
Impact of PPP loans (0.09) (0.18)
Loan yield excluding PPP loans 4.79 % 5.03 %
Net interest margin 3.39 % 4.14 %
Impact of PPP loans (0.08) (0.26)
Net interest margin excluding PPP loans 3.31 % 3.88 %
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
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Quantitative and qualitative disclosures about market risk are presented in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2021, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Asset/Liability Management and Market Risk”. Additional information at March 31, 2022 is included herein under Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Asset/Liability Management”.

Item 4. Controls and Procedures.

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations and are operating in an effective manner.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Securities Exchange Act of 1934) occurred during the first quarter of 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 1. Legal Proceedings.

Not applicable.

Item 1A. Risk Factors.

There have been no material changes from the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission.

.

Item 2. Unregistered Sales of Equity Securities and the Use of Proceeds.

The Company’s purchases of its common stock made during the quarter ended March 31, 2022 consisted of stock repurchases under the Company’s approved plans and are set forth in the following table.

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet be Purchased Under the Plan or Programs(1)
January 1 – January 31, 2022 — $ — — 484,068
February 1 – February 28, 2022 39,216 40.27 39,216 444,852
March 1 – March 31, 2022 45,299 40.01 45,299 399,553
Total 84,515 $ 40.13 84,515 399,553

(1)On October 26, 2021, the Company announced the approval of a new repurchase program (the “2021 Repurchase Plan”). Under the 2021 Repurchase Plan, the Company may purchase up to an additional 430,000 shares, or approximately 5% of the Company’s outstanding common stock. Share repurchases under the 2021 Repurchase Plan may commence upon the completion of the Company’s 2020 Repurchase Plan.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

| Item 6. | Exhibits and Financial Statement Schedules. | | --- | --- || No. | Description | Location | | --- | --- | --- | | 31.1 | Rule 13(a)-14(a) Certification of the Chief Executive Officer | Filed herewith | | 31.2 | Rule 13(a)-14(a) Certification of the Chief Financial Officer | Filed herewith | | 32.0 | Section 1350 Certification | Filed herewith | | 101.INS | XBRL Instance Document | | | 101.SCH | XBRL Taxonomy Extension Schema Document | | | 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | | | 101.DEF | XBRL Taxonomy Extension Definitions Linkbase Document | | | 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | | | 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | | | 104 | Cover page Interactive Data File (embedded within the Inline XBRL document) | |

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

HOME BANCORP, INC.
May 2, 2022 By: /s/ John W. Bordelon
John W. Bordelon
Chairman of the Board, President and Chief Executive Officer
May 2, 2022 By: /s/ David T. Kirkley
David T. Kirkley
Senior Executive Vice President and Chief Financial Officer
May 2, 2022 By: /s/ Mary H. Hopkins
Mary H. Hopkins
Home Bank, N. A. Senior Vice President and Director of Financial Management

54

Document

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, John W. Bordelon, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Home Bancorp, Inc. (the “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 2, 2022 /s/ John W. Bordelon
John W. Bordelon
Chairman of the Board, President and Chief Executive Officer

Document

EXHIBIT 31.2

CERTIFICATION

I, David T. Kirkley, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Home Bancorp, Inc. (the “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 2, 2022 /s/ David T. Kirkley
David T. Kirkley
Executive Vice President and Chief Financial Officer

Document

EXHIBIT 32.0

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AND SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Home Bancorp, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2022, each of the undersigned, John W. Bordelon, Chairman of the Board, President and Chief Executive Officer of the Company, and David T. Kirkley, Executive Vice President and Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report.

Date: May 2, 2022 By: /s/ John W. Bordelon
John W. Bordelon
Chairman of the Board, President and Chief Executive Officer
Date: May 2, 2022 By: /s/ David T. Kirkley
David T. Kirkley
Senior Executive Vice President and Chief Financial Officer Note: A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act has been provided to Home Bancorp, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
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