SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~June 30, 2021~~March 31, 2022

◻	TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File No. 001-40610

Texas Community Bancshares, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Maryland		86-2760335
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

215 West Broad Street, Mineola, Texas		75773
(Address of Principal Executive Offices)		(Zip Code)

(903) 569-2602

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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



Common stock, $0.01 par value per share	TCBS	The Nasdaq Stock Market LLC
(Title of Each Class)	(Trading Symbol(s))	(Name of Each Exchange on Which Registered)

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 requirements for the past 90 days. ~~YES~~ ◻NOYES ⌧ 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 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 ⌧

There were 3,257,759 shares, par value $0.01 per share, of the Registrant’s common stock ~~par value $0.01 per share, were~~ issued and outstanding as of ~~August 11, 2021.~~May 10, 2022.

Table of Contents

Texas Community Bancshares, Inc.

Form 10-Q

Table of Contents


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Consolidated Statements of Financial Condition at ~~June 30, 2021~~March 31, 2022 (unaudited) and December 31, ~~2020 (unaudited)~~2021	1

	Consolidated Statements of ~~Income~~Operations for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ (unaudited)	2

	Consolidated Statements of Comprehensive (Loss) Income for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ (unaudited)	3

	Consolidated Statements of Shareholders’ and Members’ Equity for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ (unaudited)	4

	Consolidated Statements of Cash Flows for the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ (unaudited)	5

	Notes to Consolidated Financial Statements (unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2429

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3739

Item 4.	Controls and Procedures	3739

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	3740

Item 1A.	Risk Factors	3740

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3840

Item 3.	Defaults Upon Senior Securities	3840

Item 4.	Mine Safety Disclosures	3840

Item 5.	Other Information	3840

Item 6.	Exhibits	3941

	Signatures	42

~~Table of Contents~~

~~EXPLANATORY NOTE~~

Texas Community Bancshares, Inc. (the “Company,” “we” or “our”) is the stock holding company for Mineola Community Bank, S.S.B. effective July 14, 2021, the Company became the holding company for Mineola Community Bank, S.S.B. upon the completion of the conversion of Mineola Community Mutual Holding Company from the mutual holding company to the stock holding company form of organization. As of June 30, 2021, the conversion transaction had not been completed, and the Company had no assets or liabilities and had not conducted any business activities other than organizational activities. Accordingly, the unaudited consolidated financial statements and other financial information contained in this Quarterly Report on Form 10-Q relate solely to Mineola Community Mutual Holding Company and its subsidiaries.

The unaudited consolidated financial statements and other financial information contained in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and related notes of Mineola Community Mutual Holding Company as of December 31, 2020 and 2019 and for the years ended December 31, 2020 and 2019 contained in the Company’s definitive prospectus dated May 14, 2021 (the “Prospectus”), as filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) promulgated under the Securities Act of 1933, as amended.

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

~~Mineola~~Texas Community ~~Mutual Holding Company~~Bancshares, Inc. and Subsidiaries

Consolidated Statements of Financial Condition

~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021

(Amounts in thousands, except share and per share data)

June 30,

December 31,

2021

2020

(unaudited)

Assets




Cash and due from banks

$
4,889,262

$
5,968,175
Federal funds sold

18,041,270

2,105,000
Cash held in escrow

22,685,730

—
Cash and cash equivalents

45,616,262

8,073,175
Interest bearing deposits in banks

17,182,333

14,014,861
Securities available for sale

13,714,075

12,966,164
Securities held to maturity (fair values of $38,603,682 at June 30, 2021 and $34,969,078 at December 31, 2020)

38,225,589

34,327,997
Loans receivable, net of allowance for loan and lease losses of $1,583,690 at June 30, 2021 and $1,561,101 at December 31, 2020

218,384,035

213,239,232
Net investment in direct financing leases

104,679

31,998
Accrued interest receivable

764,150

963,096
Premises and equipment

6,354,084

6,382,873
Bank-owned life insurance

5,961,612

5,908,393
Foreclosed assets

209,181

209,181
Restricted investments carried at cost

2,030,833

2,023,633
Core deposit intangible

595,273

661,417
Mortgage servicing rights, net

8,133

11,881
Deferred income taxes

314,411

246,739
Other assets

517,388

577,333

$
349,982,038

$
299,637,973
Liabilities and Members' Equity




Liabilities




Noninterest bearing

$
38,936,179

$
31,439,331
Interest bearing

224,870,925

203,700,613
Deposits held in escrow

22,685,730

—
Total deposits

286,492,834

235,139,944
Advances from Federal Home Loan Bank

29,644,049

30,768,095
Accrued expenses and other liabilities

2,256,296

1,790,851
Total liabilities

318,393,179

267,698,890
Members' Equity




Additional paid in capital

(747,818)

—
Retained earnings

32,240,962

31,810,769
Accumulated other comprehensive income

95,715

128,314
Total members' equity

31,588,859

31,939,083

$
349,982,038

$
299,637,973


	March 31,		December 31,
	2022		2021
	(unaudited)
Assets
Cash and due from banks	$	5,828	$	5,651
Federal funds sold		19,742		16,264
Cash and cash equivalents		25,570		21,915
Interest bearing deposits in banks		5,335		14,955
Securities available for sale		63,978		56,800
Securities held to maturity (fair values of $30,084 at March 31, 2022 and $33,673 at December 31, 2021)		31,530		33,682
Loans receivable, net of allowance for loan and lease losses of $1,610 at March 31, 2022 and $1,592 at December 31, 2021		224,469		220,162
Net investment in direct financing leases		94		105
Accrued interest receivable		904		931
Premises and equipment		6,336		6,215
Bank-owned life insurance		6,044		6,020
Foreclosed assets		209		209
Restricted investments carried at cost		2,040		2,037
Core deposit intangible		496		529
Mortgage servicing rights, net		8		8
Deferred income taxes		1,383		651
Other assets		590		607
	$	368,986	$	364,826
Liabilities and Shareholders' Equity
Liabilities
Noninterest bearing	$	42,880	$	40,576
Interest bearing		238,796		234,357
Total deposits		281,676		274,933
Advances from Federal Home Loan Bank (FHLB)		27,053		27,571
Accrued expenses and other liabilities		2,181		2,190
Total liabilities		310,910		304,694
Shareholders' Equity
Preferred stock, $0.01 par value, 1,000,000 shares authorized, none issued and outstanding		—		—
Common stock, $0.01 par value, 19,000,000 shares authorized, 3,257,759 shares issued and outstanding		33		33
Additional paid in capital		30,950		30,932
Retained earnings		32,720		32,329
Accumulated other comprehensive loss		(3,184)		(686)
Unearned Employee Stock Ownership Program ("ESOP") shares, at cost		(2,443)		(2,476)
Total shareholders' equity		58,076		60,132
	$	368,986	$	364,826

See Notes to Consolidated Financial ~~Statements~~Statement

Table of Contents

~~Mineola~~Texas Community ~~Mutual Holding Company~~Bancshares, Inc. and Subsidiaries

Consolidated Statements of ~~Income~~Operations (Unaudited)

Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021

(Amounts in thousands, except share and ~~2020~~

per share data)

Three Months Ended

Six Months Ended

June 30,

June 30,

2021

2020

2021

2020

(unaudited)

(unaudited)
Interest Income








Loans, including fees

$
2,402,267

$
2,305,083

$
4,803,352

$
4,532,348
Debt securities




Taxable

158,633

186,199

300,277

399,652
Non taxable

31,493

41,089

67,354

85,123
Dividends on restricted investments

5,514

11,734

9,358

23,125
Federal funds sold

4,666

277

5,082

4,546
Deposits with banks

14,234

73,011

34,568

177,706
Total interest income

2,616,807

2,617,393

5,219,991

5,222,500
Interest Expense




Deposits

388,444

454,318

789,924

936,523
Advances from Federal Home Loan Bank

156,990

179,828

317,270

361,166
Other

2,728

2,877

5,495

5,789
Total interest expense

548,162

637,023

1,112,689

1,303,478
Net Interest Income

2,068,645

1,980,370

4,107,302

3,919,022
Provision for Loan and Lease Losses

28,145

141,027

30,076

145,429
Net Interest Income After Provision for Loan and Lease Losses

2,040,500

1,839,343

4,077,226

3,773,593
Noninterest Income




Service charges on deposit accounts

124,615

103,867

253,765

274,359
Other service charges and fees

268,378

413,749

491,747

600,363
Appreciation on bank-owned life insurance

26,876

29,605

53,219

58,970
Other income

6,012

5,611

10,127

16,590
Total noninterest income

425,881

552,832

808,858

950,282
Noninterest Expenses




Salaries and employee benefits

1,261,059

1,208,155

2,491,405

2,382,865
Occupancy and equipment expense

185,298

177,168

367,617

352,655
Data processing

224,734

207,785

448,485

401,386
Contract services

171,999

121,150

290,842

233,929
Director fees

81,000

61,000

156,000

121,000
Other expense

320,064

244,011

618,400

542,887
Total noninterest expenses

2,244,154

2,019,269

4,372,749

4,034,722
Income Before Income Taxes

222,227

372,906

513,335

689,153
Income Tax Expense

34,573

64,417

83,142

116,292
Net Income

$
187,654

$
308,489

$
430,193

$
572,861


	Three Months Ended
	March 31,
	2022		2021

Interest Income	(unaudited)
Loans, including fees	$	2,374	$	2,401
Debt securities
Taxable		335		142
Non taxable		38		36
Dividends on restricted investments		5		4
Federal funds sold		9		—
Deposits with banks		6		20
Total interest income		2,767		2,603
Interest Expense
Deposits		311		401
Advances from FHLB		144		160
Other		3		3
Total interest expense		458		564
Net Interest Income		2,309		2,039
Provision for Loan and Lease Losses		40		2
Net Interest Income After Provision for Loan and Lease Losses		2,269		2,037
Noninterest Income
Service charges on deposit accounts		165		129
Other service charges and fees		256		224
Net appreciation on bank-owned life insurance		25		26
Other income		7		4
Total noninterest income		453		383
Noninterest Expenses
Salaries and employee benefits		1,362		1,230
Occupancy and equipment expense		192		182
Data processing		191		224
Contract services		35		119
Director fees		96		75
Other expense		367		298
Total noninterest expenses		2,243		2,128
Income Before Income Taxes		479		292
Income Tax Expense		88		50
Net Income	$	391	$	242
Earnings per share - basic	$	0.13		N/A
Earnings per share - diluted	$	0.13		N/A
Weighted-average shares outstanding - basic		3,010,314		N/A
Weighted-average shares outstanding - diluted		3,010,314		N/A

See Notes to Consolidated Financial Statements

Table of Contents

~~Mineola~~Texas Community ~~Mutual Holding Company~~Bancshares, Inc. and Subsidiaries

Consolidated Statements of Comprehensive (Loss) Income (Unaudited)

Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021

(Amounts in thousands, except share and ~~2020~~per share data)


	Three Months Ended				Six Months Ended				Three Months Ended
	June 30,				June 30,				March 31,
	2021		2020		2021		2020		2022		2021

	(unaudited)				(unaudited)				(unaudited)
Net Income	$	187,654	$	308,489	$	430,193	$	572,861	$	391	$	242

Other items of comprehensive income (loss) Change in unrealized appreciation (depreciation) on investment securities available for sale, before tax		(14,320)		127,398		(41,265)		300,918
Other items of comprehensive (loss) income
Net changes in fair value of available for sale securities, before tax										(3,161)		(27)

Total other items of comprehensive income (loss)		(14,320)		127,398		(41,265)		300,918
Comprehensive Income Before Tax on Other Items of Comprehensive Income (Loss)		173,334		435,887		388,928		873,779
Income tax (expense) benefit related to other items of comprehensive income (loss)		3,007		(26,753)		8,666		(63,193)
Total other items of comprehensive (loss) income										(3,161)		(27)
Comprehensive (Loss) Income Before Tax										(2,770)		215
Income tax benefit related to other items of comprehensive (loss) income										663		6

Comprehensive Income	$	176,341	$	409,134	$	397,594	$	810,586
Comprehensive (Loss) Income									$	(2,107)	$	221

See Notes to Consolidated Financial Statements

Table of Contents

~~Mineola~~Texas Community ~~Mutual Holding Company~~Bancshares, Inc. and Subsidiaries

Consolidated Statements of Shareholders’ and Members’ Equity (Unaudited)

Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021

(Amounts in thousands, except share and ~~2020~~

per share data)

Accumulated


Additional

Other

Total

Paid In

Retained

Comprehensive

Members’
Three Months Ended June 30, 2021 and 2020

Capital

Earnings

Income

Equity
Balance at April 1, 2021

$
(402,887)

$
32,053,308

$
107,028

$
31,757,449
Net income

—

187,654

—

187,654
Change in APIC

(344,931)

—

—

(344,931)
Net changes in fair value of available for sale securities, less tax benefit of $3,007

—

—

(11,313)

(11,313)
Balance at June 30, 2021

$
(747,818)

$
32,240,962

$
95,715

$
31,588,859









Balance at April 1, 2020

$
—

$
31,326,244

$
128,981

$
31,455,225
Net income

—

308,489

—

308,489
Net changes in fair value of available for sale securities, less tax expense of $26,753

—

—

100,645

100,645
Balance at June 30, 2020

$
—

$
31,634,733

$
229,626

$
31,864,359






Accumulated


Additional

Other

Total

Paid In

Retained

Comprehensive

Members’
Six Months Ended June 30, 2021 and 2020

Capital

Earnings

Income

Equity
Balance at January 1, 2021

$
—

$
31,810,769

$
128,314

$
31,939,083
Net income

—

430,193

—

430,193
Change in APIC

(747,818)

—

—

(747,818)
Net changes in fair value of available for sale securities, less tax benefit of $8,666

—

—

(32,599)

(32,599)
Balance at June 30, 2021

$
(747,818)

$
32,240,962

$
95,715

$
31,588,859









Balance at January 1, 2020

$
—

$
31,061,872

$
(8,099)

$
31,053,773
Net income

—

572,861

—

572,861
Net changes in fair value of available for sale securities, less tax expense of $63,193

—

—

237,725

237,725
Balance at June 30, 2020

$
—

$
31,634,733

$
229,626

$
31,864,359


									Accumulated				Total
					Additional				Other		Unearned		Shareholders'
	Preferred		Common		Paid In		Retained		Comprehensive		ESOP		and Members’
Three Months Ended March 31, 2022 and 2021	Stock		Stock		Capital		Earnings		Income (Loss)		Shares		Equity
Balance at January 1, 2022	$	—	$	33	$	30,932	$	32,329	$	(686)	$	(2,476)	$	60,132
Net Income		—		—		—		391		—		—		391
Net changes in fair value of available for sale securities, net of tax benefit of $663		—		—		—		—		(2,498)		—		(2,498)
ESOP shares committed to be released, 3,258 shares		—		—		18		—		—		33		51
Balance at March 31, 2022	$	—	$	33	$	30,950	$	32,720	$	(3,184)	$	(2,443)	$	58,076

Balance at January 1, 2021	$	—	$	—	$	—	$	31,811	$	128	$	—	$	31,939
Net income		—		—		—		242		—		—		242
Conversion costs		—		—		(403)		—		—		—		(403)
Net changes in fair value of available for sale securities, net of tax benefit of $6		—		—		—		—		(21)		—		(21)
Balance at March 31, 2021	$	—	$	—	$	(403)	$	32,053	$	107	$	—	$	31,757

See Notes to Consolidated Financial Statements

Table of Contents

~~Mineola~~Texas Community ~~Mutual Holding Company~~Bancshares, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)

~~Six~~Three Months Ended ~~June 30,~~March 31, 2022 and 2021

(Amounts in thousands, except share and ~~2020~~per share data)


	Six Months Ended				Three Months Ended
	June 30,				March 31,
	2021		2020		2022		2021

	(unaudited)				(unaudited)
Operating Activities
Net income	$	430,193	$	572,861	$	391	$	242
Adjustments to reconcile net income to net cash from operating activities
Provision for loan and lease losses		30,076		145,429		40		2
Net amortization of securities		217,999		157,517		140		117
Depreciation and amortization		218,477		214,668		109		108
Loss on sale of fixed assets		194		—
Appreciation on bank-owned life insurance		(53,219)		(58,970)		(25)		(26)
ESOP compensation expense for allocated shares						51		—
Deferred income tax		(59,007)		(54,174)		(68)		(4)
Net change in
Accrued interest receivable		198,946		(3,328)		27		229
Mortgage servicing rights		3,748		3,823		—		1
Other assets		105,803		55,612		(22)		40
Accrued expenses and other liabilities		419,588		347,828		30		186
Net Cash from Operating Activities		1,512,798		1,381,266		673		895
Investing Activities
Net change in interest bearing deposits in banks		(3,167,472)		(1,867,488)		9,620		(6,980)
Activity in available for sale securities
Purchases		(3,056,250)		—		(11,519)		—
Maturities, prepayments and calls		2,197,214		1,152,992		1,087		1,135
Activity in held to maturity securities
Purchases		(12,290,653)		—		—		(6,213)
Maturities, prepayments and calls		8,244,922		4,843,918		2,104		4,964
Purchases of restricted investments		(7,200)		(20,900)		(3)		(4)
Loan originations and principal collections, net		(5,174,879)		(18,564,143)		(4,346)		999
Net increase in net investment in direct financing leases		(72,681)		—
Net decrease (increase) in net investment in direct financing leases						11		(57)
Additions to premises and equipment		(123,738)		(729,773)		(197)		(58)
Net Cash used for Investing Activities		(13,450,737)		(15,185,394)		(3,243)		(6,214)
Financing Activities
Net increase in deposits		51,352,890		17,383,275		6,742		17,419
Advances from FHLB and other borrowings		—		5,000,000
Payments on FHLB and other borrowings		(1,124,046)		(5,250,029)
Payments on long-term FHLB and other borrowings						(517)		(560)
Conversion costs related to the conversion		(747,818)		—		—		(403)
Net Cash from Financing Activities		49,481,026		17,133,246		6,225		16,456
Net Change in Cash and Cash Equivalents		37,543,087		3,329,118		3,655		11,137
Cash and Cash Equivalents at Beginning of Period		8,073,175		5,529,907		21,915		8,073
Cash and Cash Equivalents at End of Period	$	45,616,262	$	8,859,025	$	25,570	$	19,210

See Notes to Consolidated Financial Statements

Table of Contents

~~Mineola~~Texas Community ~~Mutual Holding Company~~Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021

(Amounts in thousands, except share and ~~2020~~per share data)

Note 1 - Summary of Significant Accounting Policies

~~Nature~~General

Texas Community Bancshares, Inc. (the “Company”), a Maryland corporation and registered bank holding company, was incorporated on March 5, 2021 to become the holding company for Mineola Community Bank, SSB (the “Bank”) upon the conversion of ~~Operations~~

Mineola Community Mutual Holding Company ~~(the Company) is~~(“MHC”) from a ~~Texas state-chartered~~ mutual holding company ~~owned by~~to a stock holding company (the “Conversion”). The Conversion was completed on July 14, 2021. The Company’s shares began trading on the NASDAQ under the symbol TCBS on July 15, 2021. In connection with the Conversion, the Company acquired 100% ownership of the Bank and the Company offered and sold 3,207,759 shares of its ~~members.~~common stock at $10.00 per share, for gross offering proceeds of $32,078. The cost of the conversion and issuance of common stock was approximately $1,684, which was deducted from the gross offering proceeds. The Company ~~wholly owns~~also contributed 50,000 shares of its common stock and $75 of cash to Texas Community Bancshares Foundation, Inc. (the “Foundation”), a charitable foundation formed in connection with the Conversion. The Bank’s employee stock ownership plan purchased 260,621 shares of the common stock sold by the Company, which was 8% of the 3,257,759 shares of common stock issued by the Company, including the shares contributed to the Foundation. The ESOP purchased the shares using a loan from the Company. The Company contributed $15,276 of the net proceeds from the offering to the Bank, loaned $2,606 of the net proceeds to the ESOP, contributed $75 to the Foundation and retained approximately $12,436 of the net proceeds.

Following the Conversion, voting rights in the Company are held and exercised exclusively by the shareholders of the Company. Deposit account holders continue to be insured by the FDIC. In connection with the Conversion, liquidation accounts were established by the Company and the Bank in an aggregate amount equal to (i) the MHC’s ownership interest in the shareholders’ equity of Mineola Community Financial Group, Inc. ~~(MCFGI), which is a Delaware corporation. MCFGI wholly owns~~(the former subsidiary holding company of the Bank) as of the date of the latest statement of financial condition included in the Company’s definitive prospectus dated May 14, 2021, plus (ii) the value of the net assets of the MHC as of the date of the MHC’s latest statement of financial condition before the consummation of the Conversion (excluding the MHC’s ownership interest in Mineola Community Financial Group, Inc.). Each eligible account holder and supplemental eligible account holder is entitled to a proportionate share of the liquidation accounts in the event of a liquidation of (i) the Company and the Bank ~~S.S.B. (the Bank), which~~or (ii) the Bank, and only in such events. This share will be reduced if the eligible account holder’s or supplemental account holder’s deposit balance falls below the amounts on the date of record and will cease to exist if the account is ~~a Texas corporation.~~closed. The liquidation account will never be increased despite any increase after conversion in the related deposit balance. The Bank ~~wholly owns Mineola Financial Services Corporation, which~~may not pay a dividend on its capital stock if the effect thereof would cause retained earnings to be reduced below the liquidation account amount or regulatory capital requirements. In addition, the Company is subject to certain regulations related to the payment of dividends and the repurchase of its capital stock.

The Conversion was accounted for as a ~~Texas corporation.~~

~~Members~~change in corporate form with the historic basis of the ~~Company are all holders of deposit accounts~~Bank’s assets, liabilities and ~~borrowers of the Bank. Each member is allowed 1 vote per every $100 or fraction thereof on account up to~~equity unchanged as a ~~maximum of 1,000 votes.~~result.

The Bank’s primary source of revenue is providing loans and banking services to consumers and commercial customers in Mineola, Texas and the surrounding area and the Dallas Fort Worth Metroplex. The accounting and reporting policies of the Company conform with accounting principles generally accepted in the United States of America (GAAP) and to general practices of the banking industry. Policies and practices which materially affect the determination of financial position, results of operations and cash flows are summarized as follows:

~~Plan of Conversion and Offering~~

The Boards of Directors of Mineola Community Mutual Holding Company, Mineola Community Bank, and Mineola Community Financial Group have adopted a plan of conversion and reorganization pursuant to which Mineola Community Bank will reorganize from the mutual holding company structure to the stock holding company structure. This conversion to a stock holding company structure includes the offering by Texas Community Bancshares, Inc. of shares of its common stock to eligible depositors and borrowers of Mineola Community Bank in a subscription offering and, if necessary, to the public in a community offering and/or in a separate offering through a syndicate of broker-dealers. Following the conversion and offering, Mineola Community Mutual Holding Company and Mineola Community Financial Group, Inc. will cease to exist, and Texas Community Bancshares will be the parent company of Mineola Community Bank.

As stated in the plan of conversion, Texas Community Bancshares, Inc. offered shares of common stock for sale in the subscription offering to eligible account holders of the Bank, the Bank’s tax-qualified employee benefit plans, including its employee stock ownership plan, supplemental eligible account holders of the Bank, and other members (qualifying depositors and borrowers) of the Bank. The subscription offering at a price of $10.00 ~~per share ended on June 17, 2021. The Company sold a total of~~ ~~3,207,759 shares of common stock in the subscription offering, which included 260,261 shares sold to Mineola Community Bank’s Employee Stock Ownership Plan at a price of $10.00~~ ~~per share. The Company also contributed~~ 50,000 shares of common stock and $75,000 in cash to the TCBS Foundation, Inc., a charitable foundation formed in connection with the conversion. The stock offering and conversion were completed on July 14, 2021 with 3,257,759 shares issued and outstanding.

~~Conversion costs will be deferred and reduce the proceeds from the shares sold in the conversion. There were 0~~ ~~conversion costs recorded at December 31, 2020. At June 30, 2021, the Company has capitalized~~ ~~$747,818 in conversion costs. The conversion will be accounted for as a change in corporate form with the historic basis of the Company’s assets, liabilities and equity unchanged as a result.~~

Table of Contents

~~Mineola~~Texas Community ~~Mutual Holding Company~~Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021

(Amounts in thousands, except share and ~~2020~~per share data)

Interim Financial Statements

The interim unaudited consolidated financial statements as of ~~June 30, 2021,~~March 31, 2022, and for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ are unaudited and reflect all normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. Such adjustments are the only adjustments contained in these unaudited consolidated financial statements. These unaudited consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission, and therefore certain information and ~~footnote~~note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been omitted. The results of operations for the three ~~and six~~ months ended ~~June 30, 2021,~~March 31, 2022, are not necessarily indicative of the results to be achieved for the remainder of the year ending December 31, ~~2021,~~2022, or any other period. Certain prior period data presented in the consolidated financial statements have been reclassified to conform with the current period presentation. The accompanying consolidated financial statements have been derived from and should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company for the year ended December 31, ~~2020 included in the Company’s definitive Prospectus dated May 14,~~ 2021. Reference is made to the accounting policies of the Company described in the Notes to Consolidated Financial Statements contained in Form ~~S-1~~10-K for the year ended December 31, ~~2020.~~2021.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned ~~subsidiaries.~~subsidiaries, which include Mineola Community Bank, S.S.B. and its wholly-owned subsidiary Mineola Financial Service Corporation, which is not actively being utilized. All significant intercompany transactions and balances have been eliminated in consolidation.

~~Earnings Per Share~~

During the periods ended June 30, 2021 and December 31, 2020, the Company did not have any outstanding common shares, therefore, an earnings per share calculation is not presented due to lack of required inputs for calculation.

Use of Estimates

In preparing consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statements of financial condition and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan and lease losses.

~~Subsequent Events~~

Effective July 14, 2021, Texas Community Bancshares, Inc. became the stock holding company of the Bank in connection with the consummation of the conversion and stock offering described above under “Plan of Conversion and Offering.” The common stock of Texas Community Bancshares, Inc. began trading on the Nasdaq Capital Market under the symbol “TCBS” on July 15, 2021.

Table of Contents

~~Mineola~~Texas Community ~~Mutual Holding Company~~Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021

(Amounts in thousands, except share and ~~2020~~per share data)

Earnings Per Share

Basic earnings per share is computed by dividing net income by the weighted–average number of common shares outstanding during the period, including allocated and committed-to-be-released ESOP shares, during the applicable period. Diluted earnings per share is computed using the weighted-average number of shares determined for the basic earnings per common share computation plus the dilutive effect of stock compensation using the treasury stock method. There were 0 dilutive shares as of March 31, 2022. There were 0 shares authorized or outstanding at March 31, 2021.


	Three Months Ended
	March 31, 2022
Net Income	$	391

Weighted average shares outstanding for basic earnings per share:
Average shares outstanding		3,257,759
Less: average unearned ESOP shares		(247,445)
Weighted average shares outstanding for basic earnings per share		3,010,314

Additional dilutive shares		—

Weighted average shares outstanding for dilutive earnings per share		3,010,314

Basic and dilutive earnings per share	$	0.13

Table of Contents

Texas Community Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three Months Ended March 31, 2022 and 2021

(Amounts in thousands, except share and per share data)

Note 2 - Debt Securities

The amortized cost and fair value of securities, with gross unrealized gains and losses, follows:


	June 30, 2021								March 31, 2022
			Gross		Gross		Estimated				Gross		Gross		Estimated
	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair
Available for Sale	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
Debt Securities
Debt Securities:
Residential mortgage-backed	$	12,730,119	$	179,511	$	(87,309)	$	12,822,321	$	18,076	$	1	$	(803)	$	17,274
Collateralized mortgage obligations										11,060		—		(773)		10,287
State and municipal		862,798		29,044		(88)		891,754		14,950		11		(1,069)		13,892
Corporate bonds										4,750		—		(387)		4,363
U.S. Government and agency										19,172		—		(1,010)		18,162
Total securities available for sale	$	13,592,917	$	208,555	$	(87,397)	$	13,714,075	$	68,008	$	12	$	(4,042)	$	63,978

Held to Maturity
Debt Securities
Debt Securities:
Residential mortgage-backed	$	34,665,067	$	552,020	$	(194,150)	$	35,022,937	$	29,497	$	23	$	(1,453)	$	28,067
State and municipal		3,560,522		25,700		(5,477)		3,580,745		2,033		5		(21)		2,017
Total securities held to maturity	$	38,225,589	$	577,720	$	(199,627)	$	38,603,682	$	31,530	$	28	$	(1,474)	$	30,084


	December 31, 2020								December 31, 2021
			Gross		Gross		Estimated				Gross		Gross		Estimated
	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair
Available for Sale	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
Debt Securities:
Residential mortgage-backed	$	11,936,141	$	202,240	$	(76,308)	$	12,062,073	$	19,073	$	113	$	(401)	$	18,785
Collateralized mortgage obligations										11,202		—		(126)		11,076
State and municipal		867,600		36,781		(290)		904,091		11,670		36		(167)		11,539
Corporate bonds										2,500		—		(94)		2,406
U.S. Government and agency										13,224		—		(230)		12,994
Total securities available for sale	$	12,803,741	$	239,021	$	(76,598)	$	12,966,164	$	57,669	$	149	$	(1,018)	$	56,800

Held to Maturity
Debt Securities:
Residential mortgage-backed	$	28,407,135	$	650,705	$	(49,314)	$	29,008,526	$	31,277	$	374	$	(392)	$	31,259
State and municipal		5,920,862		39,690		—		5,960,552		2,405		15		(6)		2,414
Total securities held to maturity	$	34,327,997	$	690,395	$	(49,314)	$	34,969,078	$	33,682	$	389	$	(398)	$	33,673

During the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ the ~~Bank~~Company had 0 sales of available for sale securities or held to maturity securities.

At ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, securities with a carrying value of ~~$2,815,654~~$2,715 and ~~$2,680,448,~~$2,745, respectively, were pledged to secure public deposits and for other purposes required or permitted by law.

Table of Contents

~~Mineola~~Texas Community ~~Mutual Holding Company~~Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021

(Amounts in thousands, except share and ~~2020~~per share data)

The amortized cost and fair value of debt securities by contractual maturity at ~~June 30, 2021,~~March 31, 2022, follows:


	Available for Sale				Held to Maturity				Available for Sale				Held to Maturity
			Estimated				Estimated				Estimated				Estimated
	Amortized		Fair		Amortized		Fair		Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value		Cost		Value		Cost		Value
Due in one year	$	—	$	—	$	500,000	$	501,392	$	—	$	—	$	—	$	—
Due from one to five years		—		—		1,780,918		1,802,749		15,911		15,236		770		774
Due in five to ten years		862,798		891,754		134,059		136,536		14,052		13,039		134		124
After ten years		—		—		1,145,545		1,140,068		8,909		8,142		1,129		1,119
Residential mortgage-backed		12,730,119		12,822,321		34,665,067		35,022,937		18,076		17,274		29,497		28,067
Collateralized mortgage obligations										11,060		10,287		—		—
Total	$	13,592,917	$	13,714,075	$	38,225,589	$	38,603,682	$	68,008	$	63,978	$	31,530	$	30,084

The following table shows the gross unrealized losses and fair value of the Company’s investments with unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:


	June 30, 2021								March 31, 2022
	Less than 12 months				12 months or longer				Less than 12 months				12 months or longer
			Gross				Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
Category (number of securities)	Value		Losses		Value		Losses		Value		Losses		Value		Losses
Residential mortgage-backed (13)	$	18,235,972	$	(281,459)	$	—	$	—
State and municipal (1,1)		200,403		(88)		1,140,068		(5,477)
Residential mortgage-backed (57,10)									$	31,069	$	(1,435)	$	10,755	$	(821)
Collateralized mortgage obligations (5)										10,287		(773)		—		—
State and municipal (19)										14,866		(1,090)		—		—
Corporate bonds (8)										3,613		(387)		—		—
U.S. Government and agency (15)										18,162		(1,010)		—		—
Total	$	18,436,375	$	(281,547)	$	1,140,068	$	(5,477)	$	77,997	$	(4,695)	$	10,755	$	(821)


	December 31, 2021
	Less than 12 months				12 months or longer
			Gross				Gross
	Fair		Unrealized		Fair		Unrealized
Category (number of securities)	Value		Losses		Value		Losses
Residential mortgage-backed (20,5)	$	22,903	$	(624)	$	5,666	$	(169)
Collateralized mortgage obligations (5)		11,076		(126)		—		—
State and municipal (9)		8,416		(173)		—		—
Corporate bonds (2)		906		(94)		—		—
U.S. Government and agency (13)		12,994		(230)		—		—
Total	$	56,295	$	(1,247)	$	5,666	$	(169)

December 31, 2020

Less than 12 months

12 months or longer

Gross

Gross

Fair

Unrealized

Fair

Unrealized
Category (number of securities)

Value

Losses

Value

Losses
Residential mortgage-backed (5)

$
8,298,196

$
(125,622)

$
—

$
—
State and municipal (1)

—

—

202,130

(290)
Total

$
8,298,196

$
(125,622)

$
202,130

$
(290)

Mortgage-backed ~~securities~~Securities

The unrealized losses on the Company’s investments in residential mortgage-backed securities were caused by market interest rate increases and increases in prepayment speeds. The Company purchased those investments at a

Table of Contents

Texas Community Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three Months Ended March 31, 2022 and 2021

(Amounts in thousands, except share and per share data)

discount relative to their face amount, and the contractual cash flows of those investments are guaranteed by agencies of the U.S. government. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost bases of the Company’s investments. Because the decline in ~~market~~fair value is attributable to changes in market interest rates and increases in prepayment speeds and not credit quality, and because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at ~~June 30, 2021~~March 31, 2022 or December 31, ~~2020.~~2021.

~~Table of Contents~~U.S. Government and Agency

~~Mineola Community Mutual Holding Company and Subsidiaries~~

~~Notes to Consolidated Financial Statements (Unaudited)~~

~~Three and Six Months Ended June 30, 2021 and 2020~~

~~State and Municipal~~

The unrealized losses on the Company’s investments in ~~state~~U.S. government and ~~municipal~~agency securities were caused by interest rate increases. The contractual cash flows of those investments are guaranteed by an agency of the U.S. government. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost bases of the Company’s investments. Because the decline in ~~market~~fair value is attributable to changes in market interest rates and not credit quality, and because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at ~~June 30, 2021~~March 31, 2022 or December 31, ~~2020.~~2021.

~~Other-than-temporary~~State and Municipal

The unrealized losses on the Company’s investments in state and municipal securities were caused by interest rate increases. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost bases of the Company’s investments. Because the decline in fair value is attributable to changes in market interest rates and not credit quality, and because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at March 31, 2022 or December 31, 2021.

Corporate Bonds

The unrealized losses on the Company’s investments in corporate bond securities were caused by interest rate increases. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost bases of the Company’s investments. Because the decline in fair value is attributable to changes in market interest rates and not credit quality, and because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at March 31, 2022 or December 31, 2021.

Other-Than-Temporary Impairment

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) evaluation by the Company of (a) its intent to sell a debt security prior to recovery and (b) whether it is more likely than not the Company will have to sell the debt security prior to recovery. As of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~ 0 investment securities were ~~other-than-temporarily~~other-than- temporarily impaired.

Table of Contents

Texas Community Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three Months Ended March 31, 2022 and 2021

(Amounts in thousands, except share and per share data)

Note 3 - Loans and Leases

A summary of the balances of loans and leases follows:


	June 30,		December 31,		March 31,		December 31,
	2021		2020		2022		2021
Real estate	$	207,777,952	$	201,660,711	$	213,935	$	209,946
Agriculture		146,035		358,171		211		234
Commercial		7,025,501		8,664,606		6,745		6,141
Consumer and other		5,122,916		4,148,843		5,282		5,538
Subtotal		220,072,404		214,832,331		226,173		221,859
Less allowance for loan and lease losses		(1,583,690)		(1,561,101)		(1,610)		(1,592)
Loans and leases, net	$	218,488,714	$	213,271,230	$	224,563	$	220,267

Paycheck Protection Program ~~(PPP)~~ Loans

In March 2020, the United States government passed legislation designed to help the nation’s economy recover from the coronavirus disease 2019 (“COVID‐19”) pandemic. This legislation is called the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) which provides economy‐wide financial stimulus in the form of financial aid to individuals, businesses, nonprofit entities, states and municipalities. The CARES Act temporarily added a new product titled the “Paycheck Protection Program” (PPP) to the U.S. Small Business Administration’s loan program. The CARES Act permits the SBA to guarantee 100 percent of these loans and also provides for forgiveness of up to the full principal amount of these loans. As of ~~June 30, 2021,~~March 31, 2022, the Company originated ~~$5,484,223~~$5,484 in PPP loans of which ~~$4,912,668~~$5,475 had been forgiven. Additionally, the Company recognized ~~$5,096~~$0 and ~~$10,094~~$4 of PPP loan interest in interest income during the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively.

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Table of Contents

~~Mineola~~Texas Community ~~Mutual Holding Company~~Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021

(Amounts in thousands, except share and ~~2020~~per share data)

The following tables set forth information regarding the activity in the allowance for loan and lease losses for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 and ~~2020 and~~the year ended December 31, ~~2020 (in thousands):~~2021:

June 30, 2021








Consumer


Real Estate

Agriculture

Commercial

and Other

Total
Allowance for loan and lease losses:










Three-months ended

Beginning balance, April 1, 2021

$
1,175

$
—

$
341

$
46

$
1,562
Charge-offs

—

—

—

(8)

(8)
Recoveries

—

—

—

2

2
Provision (credit)

(5)

—

21

12

28
Ending balance, June 30, 2021

$
1,170

$
—

$
362

$
52

$
1,584

Six-months ended










Beginning balance, January 1, 2021

$
1,171

$
2

$
355

$
33

$
1,561
Charge-offs

—

—

—

(21)

(21)
Recoveries

—

—

—

14

14
Provision (credit)

(1)

(2)

7

26

30
Ending balance, June 30, 2021

$
1,170

$
—

$
362

$
52

$
1,584
Balance, June 30, 2021 allocated to loans and leases individually evaluated for impairment

$
8

$
—

$
300

$
—

$
308
Balance, June 30, 2021 allocated to loans and leases collectively evaluated for impairment

$
1,162

$
—

$
62

$
52

$
1,276
Loans and leases receivable










Balance, June 30, 2021 Loans and leases individually evaluated for impairment

$
2,414

$
—

$
502

$
—

$
2,916
Balance, June 30, 2021 Loans and leases collectively evaluated for impairment

205,364

146

6,523

5,123

217,156
Ending balance, June 30, 2021

$
207,778

$
146

$
7,025

$
5,123

$
220,072


	March 31, 2022
							Consumer
	Real Estate		Agriculture		Commercial		and Other		Total
Allowance for loan and lease losses:
Balance, January 1, 2022	$	1,178	$	1	$	357	$	56	$	1,592
Charge-offs		—		—		—		(26)		(26)
Recoveries		—		—		—		4		4
Provision		4		—		6		30		40
Balance, March 31, 2022	$	1,182	$	1	$	363	$	64	$	1,610
Balance, March 31, 2022 allocated to loans and leases individually evaluated for impairment	$	—	$	—	$	300	$	—	$	300
Balance, March 31, 2022 allocated to loans and leases collectively evaluated for impairment	$	1,182	$	1	$	63	$	64	$	1,310
Loans and leases receivable:
Balance, March 31, 2022 loans and leases individually evaluated for impairment	$	1,194	$	—	$	459	$	—	$	1,653
Balance, March 31, 2022 loans and leases collectively evaluated for impairment		212,741		211		6,286		5,282		224,520
Balance, March 31, 2022	$	213,935	$	211	$	6,745	$	5,282	$	226,173

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Table of Contents

~~Mineola~~Texas Community ~~Mutual Holding Company~~Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021

(Amounts in thousands, except share and ~~2020~~per share data)


	June 30, 2020										March 31, 2021
							Consumer										Consumer
	Real Estate		Agriculture		Commercial		and Other		Total		Real Estate		Agriculture		Commercial		and Other		Total
Allowance for loan and lease losses:
Three-months ended
Beginning balance, April 1, 2020	$	933	$	2	$	130	$	37	$	1,102
Balance, January 1, 2021											$	1,171	$	2	$	355	$	33	$	1,561
Charge-offs		—		—		—		(4)		(4)		—		—		—		(13)		(13)
Recoveries		—		—		—		3		3		—		—		—		12		12
Provision (credit)		121		(1)		28		(7)		141
Ending balance, June 30, 2020	$	1,054	$	1	$	158	$	29	$	1,242

Six-months ended
Beginning balance, January 1, 2020	$	937	$	3	$	128	$	36	$	1,104
Charge-offs		—		—		—		(13)		(13)
Recoveries		—		—		—		6		6
Provision (credit)		117		(2)		30		—		145
Ending balance, June 30, 2020	$	1,054	$	1	$	158	$	29	$	1,242
Provision (Credit)												4		(2)		(14)		14		2
Balance, March 31, 2021											$	1,175	$	—	$	341	$	46	$	1,562

	December 31, 2020										December 31, 2021
							Consumer										Consumer
	Real Estate		Agriculture		Commercial		and Other		Total
Ending balance allocated to loans and leases individually evaluated for impairment	$	8	$	—	$	300	$	—	$	308
Ending balance allocated to loans and leases collectively evaluated for impairment	$	1,163	$	2	$	55	$	33	$	1,253
Loans and leases receivable
Loans and leases individually evaluated for impairment	$	2,488	$	—	$	622	$	2	$	3,112
Loans and leases collectively evaluated for impairment		199,172		358		8,043		4,147		211,720
Ending balance	$	201,660	$	358	$	8,665	$	4,149	$	214,832
Allowance for loan and lease losses:											Real Estate		Agriculture		Commercial		and Other		Total
Balance, December 31, 2021 allocated to loans and leases individually evaluated for impairment											$	8	$	—	$	300	$	—	$	308
Balance, December 31, 2021 allocated to loans and leases collectively evaluated for impairment											$	1,170	$	1	$	57	$	56	$	1,284
Loans and leases receivable:
Balance, December 31, 2021 loans and leases individually evaluated for impairment											$	2,437	$	—	$	474	$	33	$	2,944
Balance, December 31, 2021 loans and leases collectively evaluated for impairment												207,509		234		5,667		5,505		218,915
Balance, December 31, 2021											$	209,946	$	234	$	6,141	$	5,538	$	221,859

Internal Risk Categories

The Company monitors credit quality within its portfolio segments based on primary credit quality indicators. All of the Company’s loans and leases are evaluated using pass rated or reservable criticized as the primary credit quality indicator. The term reservable criticized refers to those loans and leases that are internally classified or listed by the Company as special mention, substandard, doubtful or loss. These assets pose an elevated risk and may have a high probability of default or total loss.

The classifications of loans and leases reflect a judgment about the risks of default and loss associated with the loan. The Company reviews the ratings on credits quarterly. Ratings are adjusted to reflect the degree of risk and loss that is felt to be inherent in each credit as of each quarterly reporting period.

The methodology is structured so that specific allocations are increased in accordance with deterioration in credit quality (and a corresponding increase in risk and loss) or decreased in accordance with improvement in credit quality (and a corresponding decrease in risk and loss).

Credits rated special mention show clear signs of financial weaknesses or deterioration in credit worthiness; however, such concerns are not so pronounced that the Company generally expects to experience significant loss within the short-term. Such credits typically maintain the ability to perform within standard credit terms and credit exposure is not as prominent as credits rated more harshly.

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~~Mineola~~Texas Community ~~Mutual Holding Company~~Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021

(Amounts in thousands, except share and ~~2020~~per share data)

~~within the short-term. Such credits typically maintain the ability to perform within standard credit terms and credit exposure is not as prominent as credits rated more harshly.~~

Credits rated substandard are those in which the normal repayment of principal and interest may be, or has been, jeopardized by reason of adverse trends or developments of a financial, managerial, economic or political nature, or important weaknesses exist in collateral. A protracted workout on these credits is a distinct possibility. Prompt corrective action is therefore required to strengthen the Company’s position, and/or to reduce exposure and to assure that adequate remedial measures are taken by the borrower. Credit exposure becomes more likely in such credits and a serious evaluation of the secondary support to the credit is performed.

Credits rated doubtful are those in which full collection of principal appears highly questionable, and which some degree of loss is anticipated, even though the ultimate amount of loss may not yet be certain and/or other factors exist which could affect collection of debt. Based upon available information, positive action by the Company is required to avert or minimize loss. Credits with this classification have often become collateral dependent and any shortage in collateral or other likely loss amount is recorded as a specific valuation allowance. Credits rated doubtful are generally also placed on nonaccrual.

Credits rated loss are those that are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off this basically worthless asset even though partial recovery may be affected in the future.

Pass rated ~~refers~~refer to loans that are not considered criticized. In addition to this primary credit quality indicator, the Company uses other credit quality indicators for certain types of loans.

The Company evaluates the loan risk grading system definitions and allowance for loan and lease loss methodology on an ongoing basis. No significant changes were made during the three months ended March 31, 2022 or during the year ended December 31, 2021.

The following ~~table sets~~tables set forth information regarding the internal classification of the loan and lease ~~portfolio (in thousands):~~portfolio:


	June 30, 2021												March 31, 2022
			Special												Special
	Pass		Mention		Substandard		Doubtful		Loss		Total		Pass		Mention		Substandard		Doubtful		Loss		Total
Real estate
Construction and land	$	20,210	$	926	$	339	$	—	$	—	$	21,475	$	18,789	$	144	$	93	$	—	$	—	$	19,026
Farmland		5,547		—		209		—		—		5,756		5,843		—		345		—		—		6,188
1‑4 Residential & multi		149,642		14		2,062		—		—		151,718
1‑4 residential & multi-family														153,440		281		1,773		—		—		155,494
Commercial real estate		27,494		—		1,335		—		—		28,829		33,107		—		120		—		—		33,227
Agriculture		146		—		—		—		—		146		211		—		—		—		—		211
Commercial		6,466		—		104		455		—		7,025		6,275		—		43		427		—		6,745
Consumer and other		5,046		13		64		—		—		5,123		5,257		11		14		—		—		5,282
Total	$	214,551	$	953	$	4,113	$	455	$	—	$	220,072	$	222,922	$	436	$	2,388	$	427	$	—	$	226,173

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~~Mineola~~Texas Community ~~Mutual Holding Company~~Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021

(Amounts in thousands, except share and ~~2020~~per share data)

December 31, 2020

Special


Pass

Mention

Substandard

Doubtful

Loss

Total
Real estate












Construction and land

$
22,467

$
—

$
328

$
—

$
—

$
22,795
Farmland

5,306

—

310

—

—

5,616
1‑4 Residential & multi

141,371

664

1,811

—

—

143,846
Commercial real estate

28,062

—

1,341

—

—

29,403
Agriculture

358

—

—

—

—

358
Commercial

8,043

—

56

566

—

8,665
Consumer and other

4,130

2

17

—

—

4,149
Total

$
209,737

$
666

$
3,863

$
566

$
—

$
214,832


	December 31, 2021
			Special
	Pass		Mention		Substandard		Doubtful		Loss		Total
Real estate
Construction and land	$	17,560	$	—	$	90	$	—	$	—	$	17,650
Farmland		6,083		—		359		—		—		6,442
1‑4 residential & multi-family		151,708		556		1,904		—		—		154,168
Commercial real estate		30,418		—		1,268		—		—		31,686
Agriculture		234		—		—		—		—		234
Commercial		5,652		—		52		437		—		6,141
Consumer and other		5,478		12		48		—		—		5,538
Total	$	217,133	$	568	$	3,721	$	437	$	—	$	221,859

The following table sets forth information regarding the credit risk profile based on payment activity of the loan and lease ~~portfolio (in thousands):~~portfolio:


	June 30, 2021						December 31, 2020						March 31, 2022						December 31, 2021
			Non-						Non-						Non-						Non-
	Performing		performing		Total		Performing		performing		Total		Performing		performing		Total		Performing		performing		Total
Real estate
Construction and land	$	21,475	$	—	$	21,475	$	22,795	$	—	$	22,795	$	19,026	$	—	$	19,026	$	17,650	$	—	$	17,650
Farmland		5,547		209		5,756		5,306		310		5,616		6,009		179		6,188		6,250		192		6,442
1‑4 Residential & multi		151,063		655		151,718		143,317		529		143,846
1‑4 residential & multi-family														154,803		691		155,494		153,400		768		154,168
Commercial real estate		28,829		—		28,829		29,403		—		29,403		33,108		119		33,227		31,563		123		31,686
Agriculture		146		—		146		358		—		358		211		—		211		234		—		234
Commercial		7,000		25		7,025		8,634		31		8,665		6,286		459		6,745		5,667		474		6,141
Consumer and other		5,123		—		5,123		4,146		3		4,149		5,282		—		5,282		5,505		33		5,538
Total	$	219,183	$	889	$	220,072	$	213,959	$	873	$	214,832	$	224,725	$	1,448	$	226,173	$	220,269	$	1,590	$	221,859

The following table sets forth information regarding the delinquencies not on nonaccrual within the loan and lease ~~portfolio (in thousands):~~portfolio:


	June 30, 2021												March 31, 2022
											Recorded												Recorded
			90 Days								Investment				90 Days								Investment
	30‑89 Days		and		Total				Total		> 90 Days and		30‑89 Days		and		Total				Total		> 90 Days and
	Past Due		Greater		Past Due		Current		Loans		Still Accruing		Past Due		Greater		Past Due		Current		Loans		Still Accruing
Real estate
Construction and land	$	1,261	$	312	$	1,573	$	19,902	$	21,475	$	312	$	556	$	—	$	556	$	18,470	$	19,026	$	—
Farmland		—		209		209		5,547		5,756		—		166		—		166		6,022		6,188		—
1‑4 Residential & multi		107		524		631		151,087		151,718		—
1‑4 residential & multi-family														429		—		429		155,065		155,494		—
Commercial real estate		2		—		2		28,827		28,829		—		—		—		—		33,227		33,227		—
Agriculture		—		—		—		146		146		—		—		—		—		211		211		—
Commercial		66		—		66		6,959		7,025		—		63		—		63		6,682		6,745		—
Consumer and other		28		—		28		5,095		5,123		—		108		—		108		5,174		5,282		—
Total	$	1,464	$	1,045	$	2,509	$	217,563	$	220,072	$	312	$	1,322	$	—	$	1,322	$	224,851	$	226,173	$	—

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~~Mineola~~Texas Community ~~Mutual Holding Company~~Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021

(Amounts in thousands, except share and ~~2020~~per share data)

December 31, 2020

Recorded





90 Days










Investment

30‑89 Days

and

Total

Total

> 90 Days and

Past Due

Greater

Past Due

Current

Loans

Still Accruing
Real estate












Construction and land

$
286

$
—

$
286

$
22,509

$
22,795

$
—
Farmland

—

—

—

5,616

5,616

—
1‑4 Residential & multi

344

—

344

143,502

143,846

—
Commercial real estate

—

—

—

29,403

29,403

—
Agriculture

—

—

—

358

358

—
Commercial

44

—

44

8,621

8,665

—
Consumer and other

5

—

5

4,144

4,149

—
Total

$
679

$
—

$
679

$
214,153

$
214,832

$
—


	December 31, 2021
											Recorded
			90 Days								Investment
	30‑89 Days		and		Total				Total		> 90 Days and
	Past Due		Greater		Past Due		Current		Loans		Still Accruing
Real estate
Construction and land	$	1,620	$	—	$	1,620	$	16,030	$	17,650	$	—
Farmland		—		—		—		6,442		6,442		—
1‑4 residential & multi-family		305		—		305		153,863		154,168		—
Commercial real estate		—		—		—		31,686		31,686		—
Agriculture		—		—		—		234		234		—
Commercial		30		—		30		6,111		6,141		—
Consumer and other		19		—		19		5,519		5,538		—
Total	$	1,974	$	—	$	1,974	$	219,885	$	221,859	$	—

The following table sets forth information regarding the nonaccrual status within the loan and lease portfolio as

of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020 (in thousands):~~2021:


	June 30		December 31,		March 31,		December 31,
	2021		2020		2022		2021
Real estate
Construction and land					$	—	$	—
Farmland	$	209	$	310		179		192
1‑4 Residential & multi		655		529
1‑4 residential & multi-family						691		768
Commercial real estate						119		123
Agriculture						—		—
Commercial		25		31		459		474
Consumer and other		—		3		—		33
Total	$	889	$	873	$	1,448	$	1,590

A loan is considered impaired when based on current information and events; it is probable that the Company will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan. Impaired loans include nonperforming loans (nonaccrual loans), loans performing but with deterioration that leads to doubt regarding collectability and also includes loans modified in troubled debt restructurings when concessions have been granted to borrowers experiencing financial difficulties. These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collection.

All interest accrued but not collected for loans that are placed on nonaccrual or charged‐off is reversed against interest income. The interest on these loans is accounted for on the cash‐basis or cost‐recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. NaN interest income was recognized for loans on nonaccrual status for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 and ~~2020.~~2021.

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~~Mineola~~Texas Community ~~Mutual Holding Company~~Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021

(Amounts in thousands, except share and ~~2020~~per share data)

The following table presents interest income recognized on impaired loans for the three months ended March 31, 2022 and ~~six month periods (in thousands):~~2021:

Three Months Ended

Six Months Ended


June 30,

June 30,

2021

2020

2021

2020
Real estate








1‑4 Residential & multi

$
18

$
3

$
20

$
5
Commercial real estate

27

1

29

3
Commercial

11

8

14

15
Consumer and other

1

—

1

—

$
57

$
12

$
64

$
23


	March 31,
	2022		2021
Real estate
1-4 residential & multi-family	$	2	$	2
Commercial real estate		13		15
Commercial		—		7
	$	15	$	24

The following table sets forth information regarding impaired loans as of ~~June 30, 2021 (in thousands):~~March 31, 2022:


			Unpaid				Average				Unpaid				Average
	Recorded		Principal		Related		Recorded		Recorded		Principal		Related		Recorded
	Investment		Balance		Allowance		Investment		Investment		Balance		Allowance		Investment
With no related allowance
Real estate
Farmland	$	209	$	249	$	—	$	260	$	179	$	232	$	—	$	186
1‑4 Residential & multi		870		900		—		854
1‑4 residential & multi-family										896		943		—		937
Commercial real estate		130		130		—		133		120		123		—		122
Commercial		187		188		—		109		158		166		—		98

With a related allowance
Real estate
Commercial real estate		1,205		1,205		8		1,205
Commercial		315		315		300		453		301		308		300		369

Total
Real estate
Farmland		209		249		—		260		179		232		—		186
1-4 Residential & multi		870		900		—		854
1-4 residential & multi-family										896		943		—		937
Commercial real estate		1,335		1,335		8		1,338		120		123		—		122
Commercial		502		503		300		562		459		474		300		467
	$	2,916	$	2,987	$	308	$	3,014	$	1,654	$	1,772	$	300	$	1,712

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~~Mineola~~Texas Community ~~Mutual Holding Company~~Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021

(Amounts in thousands, except share and ~~2020~~per share data)

The following table sets forth information regarding impaired loans as of December 31, ~~2020 (in thousands):~~2021:


			Unpaid				Average				Unpaid				Average
	Recorded		Principal		Related		Recorded		Recorded		Principal		Related		Recorded
	Investment		Balance		Allowance		Investment		Investment		Balance		Allowance		Investment
With no related allowance
Real estate
Farmland	$	310	$	340	$	—	$	322	$	192	$	240	$	—	$	96
1‑4 Residential & multi		837		873		—		897
1‑4 residential & multi-family										977		1,027		—		488
Commercial real estate		136		136		—		141		123		125		—		62
Commercial		31		32		—		106		37		42		—		19
Consumer and other		2		3		—		5		33		33		—		17

With a related allowance
Real estate
Commercial real estate		1,205		1,205		8		1,205		1,145		1,145		8		573
Commercial		591		591		300		462		437		442		300		219

Total
Real estate
Farmland		310		340		—		322		192		240		—		96
1-4 Residential & multi		837		873		—		897
1-4 residential & multi-family										977		1,027		—		488
Commercial real estate		1,341		1,341		8		1,346		1,268		1,270		8		635
Commercial		622		623		300		568		474		484		300		238
Consumer and other		2		3		—		5		33		33		—		17
	$	3,112	$	3,180	$	308	$	3,138	$	2,944	$	3,054	$	308	$	1,474

During the ~~six~~three months ended ~~June 30,~~March 31, 2022, there were no modifications resulting in troubled debt restructurings.

During the three months ended March 31, 2021, there were 2 modifications resulting in troubled debt restructurings oftotaling approximately ~~$90,000.~~$90. The first loan is a single-family ~~residence~~mortgage loan with an outstanding balance of approximately ~~$71,000~~$72 as of ~~June 30, 2021~~March 31, 2022 and a second loan inis a commercial and industrial loan with an outstanding balance of approximately ~~$16,000~~$18 as of ~~June 30, 2021.~~

~~There were 0 troubled debt restructurings that occurred during the six months ended June 30, 2020.~~March 31, 2022.

There have been 0 subsequently defaulted troubled debt restructurings. ~~The~~At March 31, 2022 and December 31, 2021, the Company ~~has~~had 0 commitments to loan additional funds to borrowers whose loans have been modified but may on occasion extend financing to these borrowers.

At ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Company had a recorded investment of ~~$510,403~~$482 and ~~$433,455,~~$493, respectively, of troubled debt restructured loans. The Company has 0 current commitments to loan additional funds to the borrowers whose loans have been modified.

Note 4 - Off-Balance-Sheet Activities

The Company is a party to credit related financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition. The Company’s

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~~Mineola~~Texas Community ~~Mutual Holding Company~~Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021

(Amounts in thousands, except share and ~~2020~~per share data)

exposure to credit loss is represented by the contractual amount of these commitments. The Company follows the same credit policies in making commitments as it does for on-balance-sheet instruments.

At ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the following financial instruments were outstanding whose contract amounts represent credit risk:


	Contract Amount				Contract Amount
	June 30,		December 31,		March 31,		December 31,
	2021		2020		2022		2021
Commitments to extend credit	$	22,977,000	$	22,403,000	$	30,110	$	27,374

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. The commitments for equity lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Company, is based on management’s credit evaluation of the customer.

The Company is party to an agreement with the Federal Reserve Bank of Boston that provides the Company with a federal funds line of credit in an amount tied to securities on deposit with that bank. The Company pays 0 fees for this line of credit and has not drawn upon it. The Company is party to agreements with its correspondent banks that provide the Company with lines for up to ~~$15,000,000~~$15,000 federal funds line of credit to support overnight funding needs. The Company pays 0 fees for this line of credit and has not drawn upon it. The lines renew annually. At March 31, 2022, the Company had unused borrowing capacity of $106.3 million with the Federal Home Loan Bank of Dallas.

At ~~June 30, 2021,~~March 31, 2022, the Company had 0 commitments to purchase securities.

The Company has 0 other off-balance-sheet arrangements or transactions with unconsolidated, special purpose entities that would expose the Company to liability that is not reflected on the face of the consolidated statements of financial ~~statements.~~condition.

Note 5 - Supplemental Cash Flow Information

Supplemental disclosure of cash flow information is as follows:


		Six Months Ended
		June 30,			March 31,
		2021		2020	2022		2021
Supplemental cash flow information:
Cash paid for
Interest on deposits	$	820,335	$	964,198	$	326	$	421
Interest on FHLB advances		318,365		362,634		145		161
Other interest		5,495		5,789		3		3
Income taxes		145,000		122,041		—		21

Note 6 - Minimum Regulatory Capital Requirements

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the consolidated financial statements. Under

1820

Table of Contents

~~Mineola~~Texas Community ~~Mutual Holding Company~~Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021

(Amounts in thousands, except share and ~~2020~~per share data)

capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgements by the regulators about components, risk weightings, and other factors.

The Bank has opted into the Community Bank Leverage Ratio (CBLR) framework, beginning with the Call Report filed for the first quarter of 2020. At ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Bank’s CBLR ratio was ~~9.34%~~12.84% and ~~10.49%~~12.89%, respectively, which exceeded all regulatory capital requirements under the CBLR framework and the Bank was considered to be “well-capitalized.”

Under the CLBR framework, banks and their bank holding companies that have less than $10 billion in total consolidated assets and meet other qualifying criteria, including a leverage ratio (equal to tier 1 capital divided by average total consolidated assets) of greater than 9%, are eligible to opt into the CBLR framework. Qualifying community banking organizations that elect to use the CBLR framework and that maintain a leverage ratio of greater than 9% will be considered to have satisfied the generally applicable risk-based and leverage capital requirements in the agencies’ capital rules (generally applicable capital rules) and, if applicable, will be considered to have met the well-capitalized ratio requirements for purposes of section 38 of the Federal Deposit Insurance Act. Accordingly, abeginning January 1, 2022, qualifying community banking ~~organization~~organizations that ~~exceeds~~exceed the 9% CBLR will be considered to have met: (i) the generally applicable risk-based and leverage capital requirements of the generally applicable capital rules; (ii) the capital ratio requirements in order to be considered well-capitalized under the prompt corrective action framework; (iii) any other applicable capital or leverage requirements. A qualifying community banking organization that elects to be under the CBLR framework generally would be exempt from the current capital framework, including risk-based capital requirements and capital conservation buffer requirements.

On April 6, 2020, the federal banking regulators, implementing the applicable provisions of the CARES Act, issued interim rules which modified the CBLR framework so that: (i) beginning second quarter 2020 and until the end of the year, a banking organization that has a leverage ratio of 8% or greater and meets certain other criteria may elect to use the CBLR framework; and (ii) community banking organizations ~~will have~~had until January 1, 2022 before the CBLR requirement is reestablished at greater than 9%. Under the interim rules, the minimum CBLR ~~will be~~was 8% beginning in the second quarter of 2020 and for the remainder of calendar year 2020, 8.5% for calendar year 2021, and 9% thereafter. The interim rules also maintain a two-quarter grace period for a qualifying community banking organization whose leverage ratio falls no more than 1% below the applicable community bank leverage ratio.

Note 7 - Fair Value Measurements

Authoritative guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact.

Authoritative guidance requires the use of valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses

Table of Contents

Texas Community Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three Months Ended March 31, 2022 and 2021

(Amounts in thousands, except share and per share data)

valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a

~~Table of Contents~~

~~Mineola Community Mutual Holding Company and Subsidiaries~~

~~Notes to Consolidated Financial Statements (Unaudited)~~

~~Three and Six Months Ended June 30, 2021 and 2020~~

discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement costs). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, authoritative guidance establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

The fair value hierarchy is as follows:

●

Level 1 Inputs –- Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

●

Level 2 Inputs –- Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (for example, interest rates, volatilities, prepayment speeds, loss severities, credit risks and default rates) or inputs that are derived principally from or corroborated by observable market data by correlation or other means.

●

Level 3 Inputs –- Significant unobservable inputs that reflect an entity’s own assumptions that market participants would use in pricing the assets or liabilities.

A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. There have been no changes in valuation techniques during either the ~~periods~~three months ended ~~June 30, 2021 and~~March 31, 2022 or the year ended December 31, ~~2020, respectively.~~2021.

In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market- based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

Available for Sale Securities -– Securities classified as available for sale are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U. S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayments speeds, credit information and the bond’s terms and conditions, among other things.

Impaired Loans -– Impaired loans are reported at the fair value of the underlying collateral if repayment is expected solely from the collateral. Collateral values are estimated using Level 3 inputs based on internally customized discounting criteria.

2022

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~~Mineola~~Texas Community ~~Mutual Holding Company~~Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021

(Amounts in thousands, except share and ~~2020~~per share data)

Foreclosed Assets – Fair values are valued at the time the loan is foreclosed upon and the asset is transferred from loans. The value is based upon primarily third-party appraisals, less estimated costs to sell. The appraisals are generally discounted based on management’s historical knowledge, changes in market conditions from the time of valuation, and/or management’s expertise and knowledge of the client and the client’s business. Such discounts are typically significant and result in Level 3 classification of the inputs for determining fair value. Foreclosed assets are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on the same or similar factors above.

The following table summarizes financial assets measured at fair value on a recurring basis as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:


	June 30, 2021								March 31, 2022
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	Inputs		Inputs		Inputs		Fair Value		Inputs		Inputs		Inputs		Fair Value
Financial assets
Available-for-sale securities
Available for sale securities
Residential mortgage-backed	$	—	$	12,822,321	$	—	$	12,822,321	$	—	$	17,274	$	—	$	17,274
Collateralized mortgage obligations										—		10,287		—		10,287
State and municipal		—		891,754		—		891,754		—		13,892		—		13,892
Corporate bonds										—		4,363		—		4,363
U.S. Government and agency										—		18,162		—		18,162
Total financial assets	$	—	$	13,714,075	$	—	$	13,714,075	$	—	$	63,978	$	—	$	63,978


	December 31, 2020								December 31, 2021
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
	Inputs		Inputs		Inputs		FairValue		Inputs		Inputs		Inputs		Fair Value
Financial assets
Available-for-sale securities
Available for sale securities
Residential mortgage-backed	$	—	$	12,062,073	$	—	$	12,062,073	$	—	$	18,785	$	—	$	18,785
Collateralized mortgage obligations										—		11,076		—		11,076
State and municipal		—		904,091		—		904,091		—		11,539		—		11,539
Corporate bonds										—		2,406		—		2,406
U.S. Government and agency										—		12,994		—		12,994
Total financial assets	$	—	$	12,966,164	$	—	$	12,966,164	$	—	$	56,800	$	—	$	56,800

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).

Table of Contents

Texas Community Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three Months Ended March 31, 2022 and 2021

(Amounts in thousands, except share and per share data)

The following table summarizes financial and non-financial assets measured at fair value on a nonrecurring basis as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:


	June 30, 2021								March 31, 2022
	Level 1		Level 2		Level 3		Total Fair		Level 1		Level 2		Level 3		Total Fair
	Inputs		Inputs		Inputs		Value		Inputs		Inputs		Inputs		Value
Financial assets
Impaired loans	$	—	$	—	$	1,211,917	$	1,211,917	$	—	$	—	$	1	$	1
Nonfinancial assets
Foreclosed assets		—		—		209,181		209,181		—		—		209		209
									$	—	$	—	$	210	$	210
	$	—	$	—	$	1,421,098	$	1,421,098


	December 31, 2021
	Level 1		Level 2		Level 3		Total Fair
	Inputs		Inputs		Inputs		Value
Financial assets
Impaired loans	$	—	$	—	$	1,274	$	1,274
Nonfinancial assets
Foreclosed assets		—		—		209		209
	$	—	$	—	$	1,483	$	1,483

During the three months ended March 31, 2022 and 2021, certain impaired loans were remeasured and reported at fair value through a specific allocation of the allowance for loan and lease losses based upon the fair value of the underlying collateral. At March 31, 2022, impaired loans with a carrying value of $301 were reduced by specific valuation allowance allocations totaling $300 to a reported fair value of $1. At December 31, 2021, impaired loans with a carrying value of $1,582 were reduced by specific valuation allowance allocations totaling $308 to a reported fair value of $1,274. The fair value of impaired loans is determined based on collateral valuations utilizing Level 3 valuation inputs. There was no charge to the provision for loan and lease losses as a result of the valuation allowances for the three months ended March 31, 2022 and 2021.

Quantitative Information About Significant Unobservable Inputs Used in Level 3 Fair Value Measurements – The following table represents the Company’s Level 3 financial assets, the valuation techniques used to measure the fair value of those financial assets, the significant unobservable inputs and the ranges of values for those inputs:


				Significant	Range of
	Fair Value at		Principal Valuation	Unobservable	Significant Input
Instrument	March 31, 2022		Technique	Inputs	Values

Impaired loans	$	1	Appraisal of collateral (1)	Appraisal adjustment	10-25	%

Foreclosed assets	$	209	Appraisal of collateral (1)	Appraisal adjustment	10-25	%

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~~Mineola~~Texas Community ~~Mutual Holding Company~~Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021

(Amounts in thousands, except share and ~~2020~~per share data)

December 31, 2020

Level 1

Level 2

Level 3

Total Fair


Inputs

Inputs

Inputs

Value
Financial assets

Impaired loans

$
—

$
—

$
1,487,301

$
1,487,301
Nonfinancial assets








Foreclosed assets

—

—

209,181

209,181

$
—

$
—

$
1,696,482

$
1,696,482

During the six months ended June 30, 2021 and 2020, certain impaired loans were remeasured and reported at fair value through a specific valuation allowance allocation of the allowance for loan and lease losses based upon the fair value of the underlying collateral. At June 30, 2021, impaired loans with a carrying value of $1,519,917 were reduced by specific valuation allowance allocations totaling $308,000 to a reported fair value of $1,211,917~~. At December 31, 2020, impaired loans with a carrying value of~~ $1,795,301 were reduced by specific valuation allowance allocations totaling $308,000 to a reported fair value of $1,487,301. The fair value of impaired loans is determined based on collateral valuations utilizing Level 3 valuation inputs. $0 was charged to the provision for loan losses as a result of the valuation allowance for the six months ended June 30, 2021 and 2020.

Significant

Range of

Fair Value at

Principal Valuation

Unobservable

Significant Input

Instrument

June 30, 2021

Technique

Inputs

Values

Appraisal of

Appraisal

Impaired loans

$
1,211,917

collateral (1)

adjustment

10-25
%

Appraisal of

Appraisal

Foreclosed assets

$
209,181

collateral (1)

adjustment

10-25
%

Significant

Range of

Fair Value at

Principal Valuation

Unobservable

Significant Input

Instrument

December 31, 2020

Technique

Inputs

Values

Appraisal of

Appraisal

Impaired loans

$
1,487,301

collateral (1)

adjustment

10-25
%

Appraisal of

Appraisal

Foreclosed assets

$
209,181

collateral (1)

adjustment

10-25
%

~~(1)~~

~~Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various Level 3 inputs which are not identifiable.~~

~~Table of Contents~~

~~Mineola Community Mutual Holding Company and Subsidiaries~~

~~Notes to Consolidated Financial Statements (Unaudited)~~

~~Three and Six Months Ended June 30, 2021 and 2020~~


				Significant	Range of
	Fair Value at		Principal Valuation	Unobservable	Significant Input
Instrument	December 31, 2021		Technique	Inputs	Values

Impaired loans	$	1,274	Appraisal of collateral (1)	Appraisal adjustment	10-25	%

Foreclosed assets	$	209	Appraisal of collateral (1)	Appraisal adjustment	10-25	%

(1)	Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various Level 3 inputs which are not identifiable.

The estimated fair values, and related carrying amounts, of the Company’s financial instruments are as ~~follows (in thousands):~~follows:


											March 31, 2022
	June 30, 2021										Level 1		Level 2		Level 3		Total		Total
	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value		Total Carrying Value		Inputs		Inputs		Inputs		Fair Value		Carrying Value
Financial assets
Cash and cash equivalents	$	45,616	$	—	$	—	$	45,616	$	45,616	$	25,570	$	—	$	—	$	25,570	$	25,570
Interest bearing deposits in banks		17,182		—		—		17,182		17,182		5,335		—		—		5,335		5,335
Securities held to maturity		—		38,604		—		38,604		38,226		—		30,084		—		30,084		31,530
Loans, net		—		—		219,884		219,884		218,384		—		—		225,029		225,029		224,469
Net investment in direct financing leases		—		—		105		105		105		—		—		94		94		94
Interest receivable		764		—		—		764		764		904		—		—		904		904
Restricted investments carried at cost		—		2,031		—		2,031		2,031		—		2,040		—		2,040		2,040
Mortgage servicing rights		—		—		8		8		8		—		—		8		8		8
Financial liabilities
Deposits		—		—		286,769		286,769		286,493		—		—		281,327		281,327		281,676
Federal Home Loan Bank advances		—		—		30,733		30,733		29,644
FHLB advances												—		—		26,687		26,687		27,053
Interest payable		147		—		—		147		147		112		—		—		112		112


	December 31, 2021
	Level 1		Level 2		Level 3		Total		Total
	Inputs		Inputs		Inputs		Fair Value		Carrying Value
Financial assets
Cash and cash equivalents	$	21,915	$	—	$	—	$	21,915	$	21,915
Interest bearing deposits in banks		14,955		—		—		14,955		14,955
Securities held to maturity		—		33,673		—		33,673		33,682
Loans, net		—		—		224,354		224,354		220,162
Net investment in direct financing leases		—		—		105		105		105
Interest receivable		931		—		—		931		931
Restricted investments carried at cost		—		2,037		—		2,037		2,037
Mortgage servicing rights		—		—		8		8		8
Financial liabilities
Deposits		—		—		274,995		274,995		274,933
FHLB advances		—		—		28,259		28,259		27,571
Interest payable		128		—		—		128		128

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~~Mineola~~Texas Community ~~Mutual Holding Company~~Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021

(Amounts in thousands, except share and ~~2020~~per share data)

December 31, 2020


Level 1 Inputs

Level 2 Inputs

Level 3 Inputs

Total Fair Value

Total Carrying Value
Financial assets










Cash and cash equivalents

$
8,073

$
—

$
—

$
8,073

$
8,073
Interest bearing deposits in banks

14,015

—

—

14,015

14,015
Securities held to maturity

—

34,969

—

34,969

34,328
Loans, net

—

—

214,362

214,362

213,239
Net investment in direct financing leases

—

—

32

32

32
Interest receivable

963

—

—

963

963
Restricted investments carried at cost

—

2,024

—

2,024

2,024
Mortgage servicing rights

—

—

12

12

12
Financial liabilities










Deposits

—

—

235,246

235,246

235,140
Federal Home Loan Bank advances

—

—

32,297

32,297

30,768
Interest payable

180

—

—

180

180

The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments:

Cash and cash equivalents and interest-bearing deposits in banks – The carrying value approximates their fair values.

Securities held to maturity – Fair values for investment securities are based on quoted market prices or whose value is determined using discounted cash flow methodologies.

Loans and net investment in direct financing leases – The fair values for loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms and credit quality.

Interest receivable – The carrying value approximates its fair value.

~~Mortgage servicing rights – Fair values are estimated using discounted cash flows based on current market rates of interest.~~

Restricted investments carried at cost – The carrying value of these investments approximates fair value based on the redemption provisions contained in each.

Mortgage servicing rights – Fair values are estimated using discounted cash flows based on current market rates of interest.

Deposits – The fair values disclosed for demand deposits (for example, interest and noninterest checking, passbook savings, and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (that is, their carrying amounts). The carrying amounts of variable-rate, fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date. Fair values for fixed-rate

~~Table of Contents~~

~~Mineola Community Mutual Holding Company and Subsidiaries~~

~~Notes to Consolidated Financial Statements (Unaudited)~~

~~Three and Six Months Ended June 30, 2021 and 2020~~

certificates of deposit are estimated using a discounted cash flow calculation that applies market interest rates on comparable instruments to a schedule of aggregated expected monthly maturities on time deposits.

~~Federal Home Loan Bank~~FHLB advances – Current market rates for debt with similar terms and remaining maturities are used to estimate fair value of existing debt.

Interest payable – The carrying value approximates the fair value.

Table of Contents

Texas Community Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three Months Ended March 31, 2022 and 2021

(Amounts in thousands, except share and per share data)

Note 8 - Employee Stock Ownership Plan

In connection with the conversion to an entity owned by shareholders, the Company established an Employee Stock Ownership Plan for the exclusive benefit of eligible employees. The ESOP borrowed funds from the Company in an amount sufficient to purchase 260,621shares (approximately 8.0% of the common stock issued in connection with the Conversion). The loan is secured by the shares purchased and will be repaid by the ESOP with funds from contributions made by the Company and dividends received by the ESOP. Contributions will be applied to repay interest on the loan first, and then the remainder will be applied to principal. The loan is expected to be repaid over a period of up to 20 years.

Shares purchased with the loan proceeds are held in a suspense account for allocation among participants as the loan is repaid. Contributions to the ESOP and shares released from the suspense account are allocated among participants in proportion to their compensation. Participants will vest in their accrued benefits determined by the years of service for vesting purposes. Vesting is accelerated upon retirement, death or disability of the participant, or a change in control of the Company or the Bank. Forfeitures will be reallocated to remaining participants. Benefits may be payable upon retirement, death, disability, separation of service, or termination of the ESOP.

The debt of the ESOP is eliminated in consolidation. Contributions to the ESOP shall be sufficient to pay principal and interest currently due under the loan agreement. As shares are committed to be released from collateral, the Company reports the compensation expense equal to the average market price of the shares for the respective period, and the shares become outstanding for earnings per share computations. Dividends on unallocated ESOP shares, if any, are recorded as a reduction of debt and accrued interest. ESOP compensation was $51 for the three months ended March 31, 2022.

A summary of the ESOP shares are as follows:


	March 31,		December 31,
	2022		2021
Shares allocated to participants		13,031		—
Shares committed to be released to participants		3,258		13,031
Unreleased shares		244,332		247,590
Total		260,621		260,621
Fair value of unreleased shares	$	4,637	$	3,838

Note 89 - Recently Issued But Not Yet Effective Accounting Pronouncements

Accounting Standards Update (ASU) 2016‐13, “Financial Instruments ‐ Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016‐13 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts and requires enhanced disclosures related to the significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. ASU 2016‐13 is effective for the Company on January 1, 2023. The Company has approved a third-party vendor recommended by the Current Expected Credit Losses (“CECL”) team. Management will begin working with them to provide, review and update loan data for use in the model during the quarter ending June 30, 2022, as well as re-evaluating the Company’s internal and external factors, including economic and peer data, with the goal of beginning parallel runs using the new CECL model and the current allowance for loan and lease losses model

Table of Contents

Texas Community Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements (Unaudited)

Three Months Ended March 31, 2022 and 2021

(Amounts in thousands, except share and per share data)

simultaneously as soon as all systems are in place. Once parallel runs are in place management can evaluate how this methodology change will impact the Company’s consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) which provides temporary optional expedients to ease the financial reporting burdens of the expected market transition from London Interbank Offered Rate (“LIBOR”) to an alternative reference rate such as Secured Overnight Financing Rate (“SOFR”). The guidance was effective upon issuance and generally can be applied through December 31, 2022. ASU No. 2020-04 has not had and is ~~still evaluating the~~not expected to have a significant impact on the Company’s consolidated financial statements. In January 2021, the FASB issued ASU No. 2021-01 Reference Rate Reform (Topic 848), which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. ASU No. 2021-01 was effective upon issuance and generally can be applied through December 31, 2022. ASU 2021-01 has not had and is not expected to have a significant impact on the Company’s consolidated financial statements.

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Table of Contents

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

General

Management’s discussion and analysis of financial condition and results of operations is intended to assist in understanding ~~Mineola~~Texas Community ~~Mutual Holding Company’s~~Bancshares, Inc.’s (“~~Mineola Community MHC”~~the Company”) consolidated financial condition at ~~June 30, 2021~~March 31, 2022 and consolidated results of operations for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 and ~~2020.~~2021. It should be read in conjunction with the unaudited consolidated financial statements and the related notes appearing in Part I, Item 1, of this Quarterly Report on Form 10-Q.

Cautionary Note Regarding Forward-Looking Statements

This report contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect,” “will,” “would,” “should,” “could” or “may,” and words of similar meaning. These forward-looking statements include, but are not limited to:

●

statements of our goals, intentions and expectations;

●

statements regarding our business plans, prospects, growth and operating strategies;

●

statements regarding the quality of our loan and investment portfolios; and

●

estimates of our risks and future costs and benefits.

These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

●

conditions relating to the COVID-19 pandemic, including the severity, scope and duration of the associated economic slowdown either nationally or in our market areas, that are worse than expected;

●

government action in response to the COVID-19 pandemic and its effects on our business and operations;

●

general economic conditions, either nationally or in our market areas, that are worse than expected;

●

changes in yields on our assets resulting from changes in market interest rates;

●

fluctuation in the demand for construction loans in our market area due to increased cost of building materials and their availability;

●

changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan and lease losses;

●

estimated costs and provisions associated with the implementation of the Current Expected Credit Losses (CECL) methodology, the new standard for estimating the allowance for loan and lease losses, being greater than anticipated;

●

risks related to a high concentration of loans secured by real estate located in our market area;

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●

our ability to control costs when hiring employees in a highly competitive environment;

●

our ability to control cost and expenses, particularly those associated with operating a publicly traded company;

●

our ability to access cost-effective funding;

●

fluctuations in real estate values and both residential and commercial real estate market conditions;

●

demand for loans and deposits in our market area;

●

our ability to implement and change our business strategies;

●

competition among depository and other financial institutions;

●

inflation and changes in the interest rate environment that reduce our margins and yields, our mortgage banking revenues, the fair value of financial instruments, including our mortgage servicing rights asset,

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or our level of loan originations, or increase the level of defaults, losses and prepayments on loans we have made and make;

●

adverse changes in the securities or secondary mortgage markets;

●

changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees, capital requirements and insurance premiums;

●

changes in the quality or composition of our loan or investment portfolios;

●

technological changes that may be more difficult or expensive than expected;

●

the inability of third-party providers to perform as expected;

●

a failure or breach of our operational or security systems or infrastructure, including cyberattacks;

●

our ability to manage market risk, credit risk and operational risk;

●

our ability to enter new markets successfully and capitalize on growth opportunities;

●

changes in consumer spending, borrowing and savings habits;

●

changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board;

●

changes in our compensation and benefit plans, and our ability to retain key ~~employees;~~members of our senior management team and to address staffing needs in response to product demand or strategic plan implementation

●

changes in the financial condition, results of operations or future prospects of issuers of securities that we own.

Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. Except as required by applicable law or regulation, we do not undertake, and we specifically disclaim any obligation, to release publicly the results of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.

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Summary of Critical Accounting ~~Policies~~Policies; Critical Accounting Estimates

~~The discussion and analysis of the financial condition and results of operations are based on our~~Our consolidated financial statements ~~which~~ are prepared in conformity with ~~U.S. GAAP.~~accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of income and expenses. We consider the accounting policies discussed below to be ~~significant~~critical accounting policies. The estimates and assumptions that we use are based on historical experience and various other factors and are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions, resulting in a change that could have a material impact on the carrying value of our assets and liabilities and our results of operations.

The Jumpstart Our Business Startups Act of 2012 (JOBS Act) contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an “emerging growth company” we may delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. WeHowever, we have determined not to take advantage of the benefits of this extended transition period.

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The following represent our ~~significant~~critical accounting policies:

Allowance for Loan and Lease Losses. The allowance for loan and lease losses is a reserve for estimated probable credit losses on individually evaluated loans determined to be impaired as well as estimated probable credit losses inherent in the loan portfolio. Actual credit losses, net of recoveries, are deducted from the allowance for loan and lease losses. Loans are charged off when management believes that the collectability of the principal is unlikely. Subsequent recoveries, if any, are credited to the allowance for loan and lease losses. A provision for loan and lease losses, which is a charge against earnings, is recorded to bring the allowance for loan and lease losses to a level that, in management’s judgment, is adequate to absorb probable losses in the loan portfolio. Management’s evaluation process used to determine the appropriateness of the allowance for loan and lease losses is subject to the use of estimates, assumptions, and judgment. The evaluation process involves gathering and interpreting many qualitative and quantitative factors which could affect probable credit losses. Because interpretation and analysis involves judgment, current economic or business conditions can change, and future events are inherently difficult to predict, the anticipated amount of estimated loan and lease losses and therefore the appropriateness of the allowance for loan and lease losses could change significantly.

The allocation methodology applied by ~~Mineola Community Bank~~the Company is designed to assess the appropriateness of the allowance for loan and lease losses and includes allocations for specifically identified impaired loans and loss factor allocations for all remaining loans, with a component primarily based on historical loss rates and a component primarily based on other qualitative factors. The methodology includes evaluation and consideration of several factors, such as, but not limited to, management’s ongoing review and grading of loans, facts and issues related to specific loans, historical loan loss and delinquency experience, trends in past due and non-accrual loans, existing risk characteristics of specific loans or loan pools, the fair value of underlying collateral, current economic conditions and other qualitative and quantitative factors which could affect potential credit losses. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic conditions or circumstances underlying the collectability of loans. Because each of the criteria used is subject to change, the allocation of the allowance for loan and lease losses is made for analytical purposes and is not necessarily indicative of the trend of future loan losses in any particular loan category. The total allowance is available to absorb losses from any segment of the loan portfolio. Management believes the allowance for loan and lease losses was adequate at March 31, 2022 and December 31, ~~2020.~~2021. The allowance analysis is reviewed by the board of directors on a quarterly basis in compliance with regulatory requirements. In addition, various regulatory agencies periodically review the allowance for loan and lease losses. As a result of such reviews, we may have to adjust our allowance for loan and lease losses. However, regulatory agencies are not directly involved in the process of establishing the allowance for loan and lease losses as the process is the responsibility of ~~Mineola Community Bank~~the Company and any increase or decrease in the allowance is the responsibility of management.

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Income Taxes. The assessment of income tax assets and liabilities involves the use of estimates, assumptions, interpretation, and judgment concerning certain accounting pronouncements and federal and state tax codes. There can be no assurance that future events, such as court decisions or positions of federal and state taxing authorities, will not differ from management’s current assessment, the impact of which could be significant to the results of operations and reported earnings.

~~Mineola Community MHC~~The Company files consolidated federal income tax returns with ~~Mineola Community Bank.~~its subsidiaries. Amounts provided for income tax expense are based on income reported for financial statement purposes and do not necessarily represent amounts currently payable under tax laws. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax law rates applicable to the periods in which the differences are expected to affect taxable income. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income tax expense. Valuation allowances are established when it is more likely than not that a portion of the full amount of the deferred tax asset will not be realized. In assessing the ability to realize deferred tax assets, management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies. We may also recognize a liability for unrecognized tax benefits from uncertain tax positions. Unrecognized tax benefits represent the differences between a tax position taken or expected to be taken in a

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tax return and the benefit recognized and measured in the consolidated financial statements. Penalties related to unrecognized tax benefits are classified as income tax expense.

Comparison of Financial Condition at ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021

Total Assets. Total assets were ~~$350.0~~$369.0 million at ~~June 30, 2021,~~March 31, 2022, an increase of ~~$50.3~~$4.2 million, or ~~16.8%~~1.2%, ~~when compared to total assets of $299.6~~from $364.8 million at December 31, ~~2020.~~2021. The increase was due primarily to increases in ~~cash and cash equivalents, and interest bearing deposits in banks, which increased by a combined $40.7~~net loans of $4.3 million, or ~~184.3%~~2.0%, ~~in the first six months, which was primarily due to a $51.4 million, or 21.8%, increase in deposits~~ from ~~$235.1~~$220.3 million at December 31, ~~2020~~2021 to ~~$286.5~~$224.6 million at ~~June 30, 2021. The June 30, 2021 deposit balance includes $22.7 million in escrow funds being held for Texas Community Bancshares, Inc. stock purchases on July 14, 2021.~~March 31, 2022.

Cash and Cash Equivalents. Cash and cash equivalents increased ~~$37.5~~$3.7 million, or ~~465.0%~~16.9%, to ~~$45.6~~$25.6 million (which includes fed funds sold of ~~$40.7~~$19.7 million) at ~~June 30, 2021~~March 31, 2022 from ~~$8.1~~$21.9 million (which includes fed funds sold of ~~$2.1~~$16.3 million) at December 31, ~~2020.~~2021. This increase is primarily due to an increase in deposits of ~~$51.4 million.~~$6.8 million, partially offset by loan funding.

Interest Bearing Deposits in Banks. Interest bearing deposits in banks were ~~$17.2~~$5.3 million at ~~June 30, 2021~~March 31, 2022 compared to ~~$14.0~~$15.0 million at December 31, ~~2020, an increase~~2021, a decrease of ~~$3.2~~$9.7 million, or ~~22.6%~~64.7%. The ~~increase~~decrease was due primarily to an increase in ~~deposits~~securities of ~~$51.4~~$5.1 million and loans of $4.3 million.

Securities Available for Sale. Securities available for sale increased by ~~$748,000,~~$7.2 million, or ~~5.8%~~12.7%, to ~~$13.7~~$64.0 million at ~~June 30, 2021~~March 31, 2022 from ~~$13.0~~$56.8 million at December 31, ~~2020. This~~2021. The increase isin securities for the quarter included the investment of $11.5 million in available for sale securities, including purchases of $6.0 million in U.S. Government debt securities, $3.3 million in municipals, and $2.2 million in corporate bonds, partially reduced by paydowns of $1.1 million, and unrealized losses on the available for sale portfolio of $3.2 million due primarily to ~~purchases of mortgage-backed securities of $3.1 million offset by principal repayments of $2.2 million.~~the increase in market interest rates during the period.

Securities Held to Maturity. Securities held to maturity ~~increased~~decreased by ~~$3.9~~$2.1 million, or ~~11.4%~~6.2%, to ~~$38.2~~$31.6 million at ~~June 30, 2021~~March 31, 2022 from ~~$34.3~~$33.7 million at December 31, ~~2020.~~2021. This ~~increase~~decrease is due primarily to ~~purchases of mortgage backed securities totaling $12.3 million, partially offset by~~ principal repayments ~~on mortgage-backed securities~~ of ~~$5.9~~$1.7 million and ~~calls on~~one municipal ~~securities~~security totaling ~~$2.3 million.~~$365,000 being called.

Loans and Leases Receivable, Net. Loans and leases receivable, net, increased ~~$5.2~~$4.3 million, or ~~2.4%~~2.0%, to ~~$218.5~~$224.6 million at ~~June 30, 2021~~March 31, 2022 from ~~$213.3~~$220.3 million at December 31, ~~2020.~~2021. Loans secured by residential real estate and farmland comprise $161.7, or 71.5% of the net loans at March 31, 2022. During the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, loan originations totaled ~~$51.8~~$31.0 million of which ~~$9.9~~$3.9 million were renewals or refinancings of existing loans with Mineola Community Bank, resulting in originations of new loans of ~~$41.9~~$27.1 million. Originations consisted primarily of ~~$27.2~~$11.4 million in one- to-four family residential mortgage loans, $11.8 million of ~~one- to four-family loan originations, $12.6 million of~~residential construction ~~loan originations~~loans (upon completion), including speculative construction loans of ~~$5.5~~$4.9 million, ~~$3.0~~$4.2 million in commercial real estate ~~loan originations, $1.8 million of~~loans, $964,000 in consumer ~~loan originations, $3.8~~loans, $1.6 million in commercial and industrial ~~loan originations, $2.5 million~~loans, $676,000 in land & development ~~loan originations,~~ loans,

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and ~~$911,000~~$406,000 in ~~municipal loan originations.~~farmland loans. During the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, there were ~~$5.8~~$3.4 million in loan principal paydowns and ~~$36.6~~$16.4 million in loan payoffs. PPP loans ~~decreased~~have paid down to 3 loans totaling $9,000 at March 31, 2022. During the three months ended March 31, 2022, construction loans in process increased by ~~$3.5~~$6.1 million ~~or 86.0%,~~to $29.4 million at March 31, 2022 from ~~$4.1~~$23.3 million at December 31, ~~2020 to $572,000 at June 30,~~ 2021. ~~During the six months ended June 30, 2021, construction loans in process decreased by $481,000 to $23 million at June 30, 2021 from $23.5 million at December 31, 2020.~~ Construction loans continue to be a large segment of our portfolio which is a reflection of the strong housing demand in our primary market area.

Deposits. Deposits increased ~~$51.4~~$6.8 million, or ~~21.8%~~2.5%, to ~~$286.5~~$281.7 million at ~~June 30, 2021~~March 31, 2022 from ~~$235.1~~$274.9 million at December 31, ~~2020.~~2021. Core deposits (defined as all deposits other than certificates of deposit) increased ~~$52.6~~$8.5 million, or ~~33.0%~~4.2%, to ~~$212.0~~$210.9 million at ~~June 30, 2021~~March 31, 2022 from ~~$159.4~~$202.4 million at December 31, ~~2020.~~2021. Certificates of deposit decreased ~~$1.2~~$1.9 million, or ~~1.6%~~2.6%, to ~~$74.6~~$70.7 million at ~~June 30, 2021~~March 31, 2022 from ~~$75.8~~$72.6 million at December 31, ~~2020.~~2021. At ~~June 30, 2021,~~March 31, 2022, there were no brokered deposits. There was a core deposit escrow account opened in 2021 totaling $22.7 million on June 30, 2021 to hold subscription funds for the purchase of Texas Community Bancshares, Inc. common stock on July 14, 2021. This account represents 43.1% of the core deposit growth and 44.2% of the total deposit growth. The additional growth in deposits in 2021 was primarily due to the high customer cash balances resulting from tax refund deposits and various forms of COVID- 19 relief, primarily government stimulus payments. The decrease in certificates of deposit is primarily due to the low interest rate environment combined with our strategy to reduce our cost of funds by reducing the balances of higher cost certificates of deposit.

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Advances from ~~the~~ Federal Home Loan Bank. Advances from ~~the~~ Federal Home Loan Bank decreased by ~~$1.1 million~~$518,000 or ~~3.7%~~1.9%, to ~~$29.6~~$27.1 million at ~~June 30, 2021~~March 31, 2022 from ~~$30.8~~$27.6 million at December 31, ~~2020~~2021 due to scheduled monthly payments of principal on amortizing advances.

Total ~~Members’~~Shareholders’ Equity. Total ~~members’~~shareholders’ equity decreased ~~$350,000,~~$2.0 million, or ~~1.1%~~3.3%, to ~~$31.6~~$58.1 million at ~~June 30, 2021~~March 31, 2022 from ~~$31.9~~$60.1 million at December 31, ~~2020.~~2021. This decrease was primarily due to ~~$748,000~~a $2.5 million, or 364.1%, change in ~~costs related to the pending stock conversion and a $33,000 reduction in~~accumulated other comprehensive ~~income~~loss representing decreases in the fair value of available for sale securities resulting primarily from ~~$128,000~~rising market interest rates. At March 31, 2022, this unrealized loss was $3.2 million, compared to $686,000 at December 31, ~~2020 to $96,000 at June 30,~~ 2021, partially offset by net income of ~~$430,000~~$391,000 for the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022. An additional $51,000 was added to shareholders’ equity with the commitment to release 3,258 additional ESOP shares to participants.

At ~~June 30, 2021,~~March 31, 2022, Mineola Community Bank opted to use the community bank leverage ratio framework (Tier 1 capital to average assets) for regulatory capital purposes, as permitted by the CARES Act. At ~~June 30, 2021,~~March 31, 2022, a community bank leverage ratio of at least ~~8.5%~~9.0% is required to be considered “well capitalized” under regulatory requirements. At ~~June 30, 2021,~~March 31, 2022, Mineola Community Bank was well capitalized and had a ratio of ~~9.34%.~~12.84%

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Average Balance Sheets

The following table sets forth average ~~balance sheets,~~consolidated statements of financial condition, average yields and costs, and certain other information at and for the periods indicated. No tax-equivalent yield adjustments have been made, as the effects would be immaterial. All average balances are daily average balances. Non-accrual loans are included in the computation of average balances. Average yields for loans (excluding PPP loans) include loan fees of ~~$162,000~~$112,000 and ~~$146,000~~$134,000 for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. No PPP loans were originated during the three months ended ~~June 30, 2021 and $5.5 million in PPP loans were originated in the three months ending June 30, 2020.~~March 31, 2022 or 2021. We have not recorded deferred loan fees, as we have determined them to be immaterial.

For the Three Months Ended June 30,


2021

2020


Average





Average




Outstanding

Average

Outstanding

Average

Balance

Interest

Yield/Rate

Balance

Interest

Yield/Rate

(Dollars in thousands)

(Unaudited)

Interest-earning assets:













Loans (excluding PPP loans)

$
214,303

$
2,401

4.48
%
$
187,889

$
2,294

4.88
%
Allowance for loan and lease losses

(1,562)





(1,130)



PPP loans

624

1

0.64
%

3,294

10

1.21
%
Securities

49,623

191

1.54
%

45,639

227

1.99
%
Restricted stock

2,027

5

0.99
%

2,005

12

2.39
%
Interest bearing deposits in banks

19,743

15

0.30
%

20,677

73

1.41
%
Federal funds sold

22,788

4

0.07
%

2,130

1

0.19
%
Total interest-earning assets

307,546

2,617

3.40
%

260,504

2,617

4.02
%
Noninterest-earning assets

21,413





20,422





Total assets

$
328,959





$
280,926





Interest-bearing liabilities:













Interest-bearing demand deposits

$
73,002

61

0.33
%
$
48,092

44

0.37
%
Regular savings and other deposits

70,264

67

0.38
%

49,695

56

0.45
%
Money market deposits

9,367

10

0.43
%

11,061

22

0.80
%
Certificates of deposit

75,741

251

1.33
%

74,380

332

1.79
%
Total interest-bearing deposits

228,374

389

0.68
%

183,228

454

0.99
%
Advances from the Federal Home Loan Bank

29,843

157

2.10
%

33,126

180

2.17
%
Other liabilities

411

2

1.95
%

327

3

3.67
%
Total interest-bearing liabilities

258,628

548

0.85
%

216,681

637

1.18
%
Noninterest-bearing demand deposits

35,406





30,103





Other noninterest-bearing liabilities

3,385





2,506





Total liabilities

297,419





249,290





Total members’ equity

31,540





31,636





Total liabilities and members’ equity

$
328,959





$
280,926





Net interest income



$
2,069





$
1,980



Net interest rate spread ⁽¹⁾





2.56
%





2.84
%
Net interest-earning assets ⁽²⁾

$
48,918





$
43,823





Net interest margin ⁽³⁾





2.69
%





3.04
%
Average interest-earning assets to interest-bearing liabilities





118.91
%





120.22
%

~~(1) Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.~~

~~(2) Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.~~

~~(3) Net interest margin represents net interest income divided by average total interest-earning assets.~~

~~Comparison of the Operating Results for the Three Months Ended June 30, 2021 and June 30, 2020~~

~~Net Income.~~ Net income was $188,000 for the three months ended June 30, 2021, compared to net income of $308,000 for the three months ended June 30, 2020, a decrease of $120,000, or 39.0%. The decrease was primarily due to a $128,000 decrease in non-interest income and a $225,000 increase in non-interest expense, partially offset by a $202,000 increase in net interest income after provision for loan losses.

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~~Interest Income.~~ Interest income remained flat at $2.6 million for the three months ended June 30, 2021. This was the result of decreased interest income on securities, cash and cash equivalents and deposits in banks, but was offset by an increase in loan interest income due to increased loan volume.

Interest income on loans was $2.4 million for the three months ended June 30, 2021, compared to $2.3 million for the three months ended June 30, 2020, an increase of $107,000 or 4.7%, net of interest income on PPP loans of $1,000 and $10,000, respectively. This increase was primarily due to an increase of $26.4 million, or 14.1%, in the average balance of the loan portfolio to $214.3 million for the three months ended June 30, 2021 from $187.9 million for the three months ended June 30, 2020. This was partially offset by a decrease of 40 basis points, or 8.2%, in the average yield on loans from 4.88% for the three months ended June 30, 2020 to 4.48% for the three months ended June 30, 2021.

Interest income on securities declined $36,000, or 15.9%, from $227,000 for the three months ended June 30, 2020 to $191,000 for the three months ended June 30, 2021. This decline resulted from a decrease of 45 basis points, or 22.6%, in yield from 1.99% for the three months ended June 30, 2020 to 1.54% for the three months ended June 30, 2020 partially offset by an increase in average securities of $4.0 million, or 8.7%, from $45.6 million for the three months ended June 30, 2020 to $49.6 million for the three months ended June 30, 2021. The rate decrease is reflective of the overall rate decline in average yields on mortgage backed securities. Despite lower yields in the current interest rate environment, we intend to continue to purchase mortgage backed securities as a part of our overall investment and liquidity management strategies.

Interest income from interest bearing deposits in banks declined $58,000, or 79.5%, from $73,000 for the three months ended June 30, 2020 to $15,000 for the three months ended June 30, 2021. This decline resulted from a decrease of 111 basis points, or 78.5%, in average yield from 1.41% for the three months ended June 30, 2020 to 0.30% for the three months ended June 30, 2021, combined with a $934,000, or 4.5%, decrease in average deposits in banks from $20.7 million for the three months ended June 30, 2020 to $19.7 million for the three months ended June 30, 2021. There was also a decrease of 12 basis points, or 62.6%, in average yield on fed funds from 0.19% for the three months ended June 30, 2020 to 0.07% for the three months ended June 30, 2021, which was partially offset by a $20.6 million, or 969.9%, increase in average fed funds from $2.1 million for the three months ended June 30, 2020 to $22.8 million for the three months ended June 30, 2021. All of these declines in average yields are primarily due to the decrease in market interest rates. Total interest earning assets increased by $47.0 million, or 18.1%, from $260.5 million at June 30, 2020 to $307.5 million at June 30, 2021, which was offset by a decrease in the yield on interest earning assets of 62 basis points, or 15.3%, from 4.02% on June 30, 2020 to 3.40% on June 30, 2021.

~~Interest Expense.~~ Total interest expense decreased $89,000, or 14.0%, to $548,000 for the three months ended June 30, 2021 from $637,000 for the three months ended June 30, 2020 due to a decrease in the average cost of interest-bearing liabilities of 33 basis points, or 27.9%, from 1.18% for the three months ended June 30, 2020 to 0.85% for the three months ended June 30, 2021, primarily due to a decrease in deposit costs. Interest expense on deposit accounts decreased $65,000, or 14.3%, to $389,000 for three months ended June 30, 2021 from $454,000 for the three months ended June 30, 2020, due to a decrease in the average deposit cost of 31 basis points, or 31.3%, from .99% for the three months ended June 30, 2020 to 0.68% for the three months ended June 30, 2021, primarily the result of an overall decrease in market interest rates. This was partially offset by an increase of $45.1 million, or 24.6%, in the average deposit account balances from $183.2 million for the three months ended June 30, 2020 to $228.4 million for the three months ended June 30, 2021, with the increase being in lower cost interest bearing transaction accounts. In addition to normal deposit growth, during the three months ended June 30, 2021, deposit growth was significantly influenced by the subscription funds held in escrow for the purchase of Texas Community Bancshares, Inc. common stock. The 22.7 million in funds being held in escrow to purchase the stock were in a checking account paying 10 basis points and accumulated in May and June. The stock purchases were made on July 14, 2021.

Interest expense on Federal Home Loan Bank advances decreased $23,000, or 12.8%, to $157,000 for the three months ended June 30, 2021 from $180,000 for the three months ended June 30, 2020. This decrease was due primarily to the decrease in the average balance of Federal Home Loan Bank advances of $3.3 million, or 9.9%, to $29.8 million for the three months ended June 30, 2021 from $33.1 million for the three months ended June 30, 2020 combined with a decrease in the average rate of seven basis points, or 3.2%, from 2.17% for the three months ended June 30, 2020 to 2.10% for the three months ended June 30, 2021.

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~~Net Interest Income.~~ Net interest income increased $89,000, or 4.5%, to $2.1 million for the three months ended June 30, 2021 from $2.0 million for the three months ended June 30, 2020 primarily due to a decrease in the average cost of 33 basis points, or 27.9%, from 1.18% for the three months ended June 30, 2020 to 0.85% for the three months ended June 30, 2021. The average balance of net interest-earning assets increased from $43.8 million for the three months ended June 30, 2020 to $48.9 million for the three months ended June 30, 2021, which offset a 28 basis point decrease in the net interest rate spread from 2.84% for the three months ended June 30, 2020 to 2.56% for the three months ended June 30, 2021. Net interest margin decreased 35 basis points, or 11.5%, to 2.69% for the three months ended June 30, 2021 from 3.04% for the three months ended June 30, 2020.

~~Provision for Loan and Lease Losses.~~ Based on management’s analysis of the adequacy of allowance for loan and lease losses, the provision for loan losses was $28,000 for the three months ended June 30, 2021, compared to $141,000 for the three months ended June 30, 2020, a decrease of $113,000, or 80.1% due to a higher provision in the three months ended June 30, 2020 related to increased risk and uncertainty due to the Covid-19 pandemic.

~~Noninterest Income.~~ Noninterest income decreased $128,000, or 23.1%, to $425,000 for the three months ended June 30, 2021 from $553,000 for the three months ended June 30, 2020, due primarily to a 100% decrease in PPP SBA fee income of $207,000, partially offset by an increase in ATM fees of $64,000, or 37.4%, and an increase in service charges on deposit accounts of $21,000, or 20%, for the three months ended June 30, 2021. There was no PPP fee income in 2021.

~~Noninterest Expense.~~ Noninterest expense increased $225,000, or 11.1%, to $2.2 million for the three months ended June 30, 2021 from $2.0 million for the three months ended June 30, 2020 primarily due to increases in salaries and employee benefits, data processing, director fees and contract services.

Salary and employee benefit expenses increased by $53,000, or 4.4%, to $1.3 million for the three months ended June 30, 2021 from $1.2 million for the three months ended June 30, 2020, due to normal salary increases and an increase in insurance cost, as well as the hire of an executive officer which increased salary expense in the second quarter. Directors’ fees also increased $20,000, or 32.8%, to $81,000 for the three months ended June 30, 2021 from $61,000 for the three months ended June 30, 2020 due to an increase in monthly director fees. Data processing expense increased by $17,000 primarily due to additional products, an increase in the number of loan and deposit accounts, and increased usage of online services. Contract services increased $51,000, or 42.1% to $172,000 for the three months ended June 30, 2021 from $121,000 for the three months ended June 30, 2020 due to an extraordinary executive recruiting expense of $50,000. Other expenses increased $76,000, or 31.1%, to $320,000 for the three months ended June 30, 2021 from $244,000 for the three months ended June 30, 2020, due primarily to increased audit and accounting fees.

~~Income Tax Expense.~~ Income tax expense decreased by $29,000, or 45.3%, to $35,000 for the three months ended June30, 2021 from $64,000 for the three months ended June 30, 2020. The effective tax rate was 15.8% and 17.2% for the three months ended June 30, 2021 and 2020, respectively.

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The following table sets forth average balance sheets, average yields and costs, and certain other information at and for the periods indicated. No tax-equivalent yield adjustments have been made, as the effects would be immaterial. All average balances are daily average balances. Non-accrual loans are included in the computation of average balances. Average yields for loans (excluding PPP loans) include loan fees of $295,000 and $223,000 for the six months ended June 30, 2021 and 2020, respectively. No PPP loans were originated during the six months ended June 30, 2021 and $5.5 million in PPP loans were originated in the six months ending June 30, 2020. We have not recorded deferred loan fees, as we have determined them to be immaterial.


	For the Six Months Ended June 30,												For the Three Months Ended March 31,
	2021						2020						2022						2021
	Average						Average						Average						Average
	Outstanding				Average		Outstanding				Average		Outstanding				Average		Outstanding				Average
	Balance		Interest		Yield/Rate		Balance		Interest		Yield/Rate		Balance		Interest		Yield/Rate		Balance		Interest		Yield/Rate

	(Dollars in thousands)												(Dollars in thousands)
	(Unaudited)												(Unaudited)
Interest-earning assets:
Loans (excluding PPP loans)	$	213,215	$	4,798	4.50	%	$	184,519	$	4,522	4.90	%	$	223,898	$	2,374	4.24	%	$	212,114	$	2,397	4.52	%
Allowance for loan and lease losses		(1,562)						(1,116)						(1,593)						(1,562)
PPP loans		993		5	1.01	%		1,647		10	1.21	%		11		—	—	%		1,367		4	1.17	%
Securities		48,697		368	1.51	%		47,027		485	2.06	%		94,207		373	1.58	%		47,761		178	1.48	%
Restricted stock		2,025		9	0.89	%		2,000		23	2.30	%		2,037		5	0.98	%		2,023		4	0.79	%
Interest bearing deposits in banks		20,667		35	0.34	%		19,059		178	1.87	%
Interest-bearing deposits in banks														8,630		6	0.28	%		21,601		20	0.37	%
Federal funds sold		13,077		5	0.08	%		1,760		5	0.57	%		18,617		9	0.19	%		3,258		—	0.12	%
Total interest-earning assets		297,112		5,220	3.51	%		254,896		5,223	4.10	%		345,807		2,767	3.20	%		286,562		2,603	3.63	%
Noninterest-earning assets		21,094						19,475						20,965						20,976
Total assets	$	318,206					$	274,371					$	366,772					$	307,538

Interest-bearing liabilities:
Interest-bearing demand deposits	$	67,659		115	0.34	%	$	45,971		87	0.38	%	$	74,143		61	0.33	%	$	62,055		54	0.35	%
Regular savings and other deposits		66,839		127	0.38	%		49,241		122	0.50	%		79,151		71	0.36	%		63,376		60	0.38	%
Money market deposits		9,607		21	0.44	%		11,241		56	1.00	%		11,403		8	0.28	%		9,850		11	0.45	%
Certificates of deposit		75,759		528	1.39	%		73,697		672	1.82	%		71,665		171	0.95	%		75,771		276	1.46	%
Total interest-bearing deposits		219,864		791	0.72	%		180,150		937	1.04	%		236,362		311	0.53	%		211,052		401	0.76	%
Advances from the Federal Home Loan Bank		30,124		317	2.10	%		33,055		361	2.18	%
Advances from FHLB														27,236		144	2.11	%		30,407		160	2.10	%
Other liabilities		372		5	2.69	%		325		6	3.69	%		459		3	2.35	%		412		3	2.91	%
Total interest-bearing liabilities		250,360		1,113	0.89	%		213,530		1,304	1.22	%		264,057		458	0.69	%		241,871		564	0.93	%
Noninterest-bearing demand deposits		33,185						26,945						53,276						30,939
Other noninterest-bearing liabilities		3,045						2,234						3,205						2,620
Total liabilities		286,590						242,709						320,538						275,430
Total members’ equity		31,616						31,662
Total liabilities and members’ equity	$	318,206					$	274,371
Total shareholders’ and members' equity														46,234						32,108
Total liabilities and shareholders' and members’ equity													$	366,772					$	307,538
Net interest income			$	4,107					$	3,919					$	2,309					$	2,039
Net interest rate spread ⁽¹⁾					2.62	%					2.88	%					2.51	%					2.70	%
Net interest-earning assets ⁽²⁾	$	46,752					$	41,366					$	81,750					$	44,691
Net interest margin ⁽³⁾					2.76	%					3.07	%					2.67	%					2.85	%
Average interest-earning assets to interest-bearing liabilities					118.66	%					119.37	%					130.96	%					118.48	%

(1)	Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.

(2)	Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(3)	Net interest margin represents net interest income divided by average total interest-earning assets.

~~Comparison of the Operating Results for the Six Months Ended June 30, 2021 and June 30, 2020~~

~~Net Income.~~ Net income was $430,000 for the six months ended June 30, 2021, compared to net income of $573,000 for the six months ended June 30, 2020, a decrease of $143,000, or 25.0%. The decrease was primarily due to a $141,000 decrease in non-interest income and a $338,000 increase in non-interest expense, partially offset by a $303,000 increase in net interest income after provision for loan losses.

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Comparison of the Operating Results for the Three Months Ended March 31, 2022 and March 31, 2021

Net Income. Net income was $391,000 for the three months ended March 31, 2022, compared to net income of $242,000 for the three months ended March 31, 2021, an increase of $149,000, or 61.6%. The increase was primarily due to a $270,000 increase in net interest income and a $70,000 increase in noninterest income, partially offset by a $115,000 increase in noninterest expense, a $38,000 increase in the provision for loan and lease losses and an increase in income tax expense of $38,000.

Interest Income. Interest income ~~decreased $3,000,~~increased at $164,000, or ~~0.1%~~6.3%, ~~to remain at $5.2 million~~ for the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022. This ~~decrease~~ was primarily the result of ~~decreased~~increased interest income on securities ~~cash~~ and ~~cash equivalents and deposits in banks,~~fed funds due primarily to the investment of proceeds from the Conversion, but was offset by ~~an increase~~a decrease in loan interest income of $23,000 due to ~~increased~~decreased loan ~~volume.~~yield.

Interest income on loans was ~~$4.8~~$2.4 million for the ~~six~~three months ended ~~June 30, 2021, compared to $4.6 million for the six months ended June 30, 2020, an increase of $276,000 or 6.1%, net of~~March 31, 2022 and 2021. Loan interest income ~~on PPP loans of $5,000 and $10,000, respectively. This increase was primarily due to~~remained flat with an ~~increase of $28.7~~$11.8 million, or ~~15.6%~~5.6%, increase in ~~the~~ average ~~balance of the loan portfolio~~loans from $212.1 million at March 31, 2021 to ~~$213.2~~$223.9 million ~~for the six months ended June 30, 2021 from $184.5 million for the six months ended June 30, 2020. This was partially~~at March 31, 2022 being offset by a 28 basis point, or 6.2%, decrease ~~of 40 basis points, or 8.2%,~~ in ~~the average~~loan yield ~~on loans from 4.90%~~to 4.24% for the ~~six~~three months ended ~~June 30, 2020 to 4.50%~~March 31, 2022 from 4.52% for the ~~six~~three months ended ~~June 30,~~March 31, 2021.

Interest income on securities ~~declined $117,000,~~increased $195,000, or ~~24.1%~~109.6%, from ~~$485,000~~$178,000 for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 to ~~$368,000~~$373,000 for the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022. This ~~decline~~increase resulted from ~~a decrease~~an increase of 5510 basis points, or ~~26.7%~~6.8%, in yield from ~~2.06%~~1.48% for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 to ~~1.51%~~1.58% for the ~~six~~three months ended ~~June 30 2020 partially offset by~~March 31, 2022 and an increase in average securities of ~~$1.7~~$46.4 million, or ~~3.6%,~~97.1 %, from ~~$47.0~~$47.8 million for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 to ~~$48.7~~$94.2 million for the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022. The rate ~~decrease~~increase is reflective of the ~~overall~~beginning of market rate ~~decline in average yields on mortgage backed securities. Despite lower yields in~~increases and the ~~current interest rate environment,~~diversification of our securities portfolio as we ~~intend to~~ continue to ~~purchase mortgage backed securities as a part of our overall investment and liquidity management strategies.~~invest Conversion proceeds into higher yielding investments.

Interest income from interest bearing deposits in banks declined ~~$143,000,~~$14,000, or ~~80.3%~~70.0%, from ~~$178,000~~$20,000 for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 to ~~$35,000~~$6,000 for the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022. This decline resulted from a decrease of ~~153~~nine basis points, or ~~81.9%~~24.9%, in average yield from ~~1.87%~~0.37% for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 to ~~0.34%~~0.28% for the ~~six~~three months ended ~~June 30, 2021, which was partially offset by~~March 31, 2022, combined with a ~~$1.6~~$13.0 million, or ~~8.4%~~60%, ~~increase~~decrease in average deposits in banks from ~~$19.1~~$21.6 million for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 to ~~$20.7~~$8.6 million for the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022. There was also ~~a decrease~~an increase of 49$9,000 in fed funds interest for the three months ended March 31, 2022 primarily from an increase of seven basis points, or ~~86.5%~~57.5%, in average yield on fed funds from ~~0.57%~~0.12% for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 to ~~0.08%~~0.19% for the ~~six~~three months ended ~~June 30, 2021, which was partially offset by~~March 31, 2022, and a ~~$11.3~~$15.3 million, or ~~643.0%~~463.6%, increase in average fed funds from ~~$1.8~~$3.3 million for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 to ~~$13.1~~$18.6 million for the ~~six~~three months ended ~~June 30, 2021. All~~March 31, 2022. This increase is reflective of ~~these declines~~the increase in ~~average yields are due to~~ the ~~decrease in~~fed funds market ~~interest rates. Total~~rate. Average interest earning assets increased by ~~$42.2~~$59.2 million, or ~~16.6%~~20.7%, from ~~$254.9~~$286.6 million at ~~June 30, 2020~~March 31, 2021 to ~~$297.1~~$345.8 million at ~~June 30, 2021,~~March 31, 2022, which was offset by a decrease in the yield on interest earning assets of 5943 basis points, or ~~14.5%~~11.9%, from ~~4.10%~~3.63% on ~~June 30, 2020~~March 31, 2021 to ~~3.51%~~3.20% on ~~June 30, 2021.~~March 31, 2022.

Interest Expense. Total interest expense decreased ~~$191,000,~~$106,000, or ~~14.6%~~18.8%, to ~~$1.1 million~~$458,000 for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 from ~~$1.3 million~~$564,000 for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 due to a decrease in the average cost of interest-bearing liabilities of 3324 basis points, or ~~27.2%,~~25.6 %, from ~~1.22%~~0.93% for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 to ~~0.89%~~0.69% for the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, primarily due to a decrease in ~~market interest rates.~~deposit costs. Interest expense on deposit accounts decreased ~~$146,000,~~$90,000, or ~~15.6%~~22.4%, to ~~$791,000~~$311,000 for ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 from ~~$937,000~~$401,000 for the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, due to a decrease in the average deposit cost of 3223 basis points, or ~~30.8%~~30.7%, from ~~1.04%~~0.76% for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 to ~~0.72%~~0.53% for the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, primarily the result of an overall decrease in market interest rates. This was partially offset by an increase of ~~$39.7~~$25.3 million, or ~~22.0%~~12.0%, in the average deposit account balances from ~~$180.2~~$211.1 million for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 to ~~$219.9~~$236.4 million for the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022, with the increase being in lower cost interest-bearing transaction accounts.

Interest expense on Federal Home Loan Bank advances decreased ~~$44,000,~~$16,000, or ~~12.2%~~10.0%, to ~~$317,000~~$144,000 for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 from ~~$361,000~~$160,000 for the ~~six~~three months ended ~~June 30, 2020.~~March 31, 2021. This decrease was due

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primarily to the decrease in the average balance of Federal Home Loan Bank advances of ~~$2.9~~$3.2 million, or ~~8.9%~~10.4%, to ~~$30.1~~$27.2 million for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 from ~~$33.0~~$30.4 million for the ~~six~~ three months ended ~~June 30, 2020 combined with a decrease in the~~March 31, 2021. The average rate ~~of eight basis points, or 3.6%, from 2.18%~~was flat at 2.11% for the ~~six~~three months ended ~~June 30, 2020 to~~March 31, 2022 and 2.10% for the ~~six~~three months ended ~~June 30,~~March 31, 2021.

Net Interest Income. Net interest income increased ~~$188,000,~~$270,000, or ~~4.8%~~13.2%, to ~~$4.1~~$2.3 million for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 from ~~$3.9~~$2.0 million for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 primarily due to a decrease in the average cost of 33funds of 24 basis points, or ~~27.2%~~25.6%, from ~~1.22%~~0.93% for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 to ~~0.89%~~0.69% for the ~~six~~three months ended ~~June~~

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~~30, 2021. The~~March 31, 2022 combined with an increase in the average balance of net interest-earning assets ~~increased~~ from ~~$41.4~~$44.7 million for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 to ~~$46.7~~$81.7 million for the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, which offset a 2619 basis point, or 7.2%, decrease in the net interest rate spread from ~~2.88%~~2.70% for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 to ~~2.62%~~2.51% for the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022. Net interest margin decreased 3118 basis points, or ~~10.1%~~6.2%, to ~~2.76%~~2.67% for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 from ~~3.07%~~2.85% for the ~~six~~three months ended ~~June 30, 2020.~~March 31, 2021.

Provision for Loan and Lease Losses. Based on management’s analysis of the adequacy of the allowance for loan and lease losses, the provision for loan and lease losses was ~~$30,000~~$40,000 for the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, compared to ~~$145,000~~$2,000 for the ~~six~~three months ended ~~June 30, 2020, a decrease~~March 31, 2021, an increase of ~~$115,000, or 79.3% resulting from~~$38,000, primarily due to an ~~improvement~~increase in ~~impaired~~ loan ~~risk.~~volume.

Noninterest Income. Noninterest income decreased ~~$141,000,~~$70,000, or ~~14.8%~~18.3%, to ~~$809,000~~$453,000 for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 from ~~$950,000~~$383,000 for the ~~six~~ three months ended ~~June 30, 2020,~~March 31, 2021, due primarily to ~~a decrease~~an increase of $68,000, or 19.3%, in ~~service charges on deposit accounts of $21,000, a decrease in other income of $6,000, and a decrease in PPP SBA fee income of $207,000 and a decrease in other~~ service charges and fees ~~of $12,000,~~from $353,000 for the three months ended March 31, 2021 to $421,000 for the three months ended March 31, 2022. The increase is partially ~~offset by~~due to an increase in ~~ATM fees~~the number of ~~$111,000. The decrease in service charges on~~ deposit accounts ~~is primarily related to decreased overdraft fees.~~combined with increased ATM use.

Noninterest Expense. Noninterest expense increased ~~$338,000,~~$115,000, or ~~8.4%~~5.4%, to ~~$4.4~~$2.2 million for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 from ~~$4.0~~$2.1 million for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 primarily due to increases in salaries and employee benefits, ~~data processing,~~ director fees and other expenses partially offset by decreases in contract ~~services.~~services and data processing.

Salary and employee benefit expenses increased by ~~$109,000,~~$132,000, or ~~4.6%~~10.7%, to ~~$2.5~~$1.4 million for the ~~six~~three months ended ~~June 30,~~March 31, 2022 from $1.2 million for the three months ended March 31, 2021, due to normal salary increases and an increase in health insurance ~~cost.~~cost, as well as the additional $51,000 expense for the quarter for the ESOP plan that was not in existence in 2021. Directors’ fees also increased ~~$35,000,~~$21,000, or ~~28.9%~~28.0%, to ~~$156,000~~$96,000 for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 from ~~$121,000~~$75,000 for the ~~six~~three months ended June 30, 2020 due to an increase in monthly director fees. Data processing expense increased by $47,000, or 11.7%, to $448,000 for the six months ended June 30, 2021 primarily due to additional products, an increase in the number of loan and deposit accounts, and increased usage of online services. Contract services increased $57,000, or 24.3% to $291,000 for the six months ended June 30,March 31, 2021 due to ~~an extraordinary professional expense~~the addition of ~~$50,000.~~four new directors and two new advisory directors. These increases were partially offset by decreases in data processing, contract services and other expenses. These expenses were higher in the three months ended March 31, 2021 due partially to additional expenses related to the Conversion.

Income Tax Expense. Income tax expense ~~decreased~~increased by ~~$33,000,~~$38,000, or ~~28.4%~~76.0%, to ~~$83,000~~$88,000 for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 from ~~$116,000~~$50,000 for the ~~six~~three months ended ~~June 30, 2020.~~March 31, 2021, primarily due to higher income before taxes. The effective tax rate was ~~16.2%~~18.4% and ~~16.8%~~17.1% for the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively.

Liquidity and Capital Resources

Liquidity describes our ability to meet the financial obligations that arise in the ordinary course of business. Federal Reserve Bank of Boston provides the Company with a federal funds line of credit. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. Our primary sources of funds are deposits, principal and interest payments on loans and securities, and proceeds from maturities of securities. We are also able to borrow from the Federal Home Loan Bank of Dallas. At ~~June 30, 2021,~~March 31, 2022, we had outstanding advances of ~~$29.6~~$27.1 million from the Federal Home Loan Bank of Dallas. At ~~June 30, 2021,~~March 31, 2022, we had unused borrowing capacity of ~~$89.2~~$106.3 million with the Federal Home Loan Bank of Dallas. In addition,

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at ~~June 30, 2021,~~March 31, 2022, we had a $10.0 million line of credit with Texas Independent Bankers Bank and a $5.0 million line of credit with First Horizon Bank. At ~~June 30, 2021,~~March 31, 2022, there was no outstanding balance under either of these facilities.

While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are cash and short-term investments including interest-bearing demand deposits. The levels of these assets are dependent on our operating, financing, lending, and investing activities during any given period.

Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. For additional information, see the consolidated statements of cash flows for the

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~~six~~ three months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ included as part of the consolidated financial statements included in this report.

We are committed to maintaining a strong liquidity position. We monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments. Based on our deposit retention experience and current pricing strategy, we anticipate that a significant portion of maturing time deposits will be retained.

Texas Community Bancshares, Inc. is a separate legal entity from Mineola Community Bank, and must provide for its own liquidity to pay its operating expenses and other financial obligations. Its primary source of income is dividends received from Mineola Community Bank. The amount of dividends that Mineola Community Bank may declare and pay to Texas Community Bancshares, Inc. is governed by applicable banking laws and regulations. At ~~June 30, 2021,~~March 31, 2022, Texas Community Bancshares, Inc. (on a stand-alone, unconsolidated basis) had liquid assets of $13.4 million.

At March 31, 2022, Mineola Community Bank exceeded all of its regulatory capital requirements, and was categorized as well-capitalized at that date. Management is not aware of any conditions or events since the most recent notification of well-capitalized status that would change our category.

Management of Market Risk

General. Our most significant form of market risk is interest rate risk because, as a financial institution, the majority of our assets and liabilities are sensitive to changes in interest rates. Therefore, a principal part of our operations is to manage interest rate risk and limit the exposure of our financial condition and results of operations to changes in market interest rates. Our Risk Management and Interest Rate Risk Management Officer is responsible for evaluating the interest rate risk inherent in our assets and liabilities, for determining the level of risk that is appropriate, given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the policy and guidelines approved by our board of directors. We currently utilize a third-party modeling program, prepared on a ~~quarterly~~monthly basis, to evaluate our sensitivity to changing interest rates, given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the guidelines approved by the board of directors.

We have sought to manage our interest rate risk in order to minimize the exposure of our earnings and capital to changes in interest rates. We have implemented the following strategies to manage our interest rate risk:

●

maintaining capital levels that exceed the thresholds for well-capitalized status under federal regulations;

●

maintaining a high level of liquidity;

●

growing our volume of core deposit accounts;

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●

managing our investment securities portfolio so as to reduce the average maturity and effective life of the portfolio;

●

managing our borrowings from the Federal Home Loan Bank of Dallas by using amortizing advances to as to reduce the average maturities of the borrowings; and

●

continuing to diversify our loan portfolio by adding more commercial-related loans, which typically have shorter maturities and/or balloon payments.

By following these strategies, we believe that we are better positioned to react to increases and decreases in market interest rates.

We have not engaged in hedging activities, such as engaging in futures or options. We do not anticipate entering into similar transactions in the future.

Net Interest Income. We analyze our sensitivity to changes in interest rates through a net interest income model. Net interest income is the difference between the interest income we earn on our interest-earning assets, such as loans and securities, and the interest we pay on our interest-bearing liabilities, such as deposits and borrowings. We

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estimate what our net interest income would be for a 12-month period. We then calculate what the net interest income would be for the same period under the assumptions that the United States Treasury yield curve increases or decreases instantaneously by 200 and 400 basis point increments, with changes in interest rates representing immediate and permanent, parallel shifts in the yield curve. A basis point equals one-hundredth of one percent, and 100 basis points equals one percent. An increase in interest rates from 3% to 4% would mean, for example, a 100 basis point increase in the “Change in Interest Rates” column below.

The tables below set forth the calculation of the estimated changes in our monthly net interest income that would result from the designated immediate changes in the United States Treasury yield curve.


At June 30, 2021
At March 31, 2022						At March 31, 2022
Change in Interest Rates		Net Interest Income Year		Year 1 Change from			Net Interest Income Year		Year 1 Change from
(basis points) ⁽¹⁾		1 Forecast		Level			1 Forecast		Level
(Dollars in thousands)	(Dollars in thousands)					(Dollars in thousands)
400		$	8,717	5.99	%		$	7,800	(11.96)	%
300		$	8,662	5.32	%			8,120	(8.34)	%
200		$	8,613	4.73	%			8,441	(4.72)	%
100		$	8,485	3.17	%			8,690	(1.91)	%
Level		$	8,224	—				8,859	—
(100)		$	8,270	0.56	%			9,031	1.94	%
(200)		$	8,202	(0.27)	%			8,983	1.39	%

(1)	Assumes an immediate uniform change in interest rates at all maturities.

The table above indicates that at ~~June 30, 2021,~~March 31, 2022, in the event of an instantaneous parallel 200 basis point increase in interest rates, we would experience a ~~4.73% increase~~4.72% decrease in net interest income, and in the event of an instantaneous 200 basis point decrease in interest rates, we would experience a ~~0.27% decrease~~1.39% increase in net interest income.

Net Economic Value. We also compute amounts by which the net present value of our assets and liabilities (net economic value of equity or “EVE”) would change in the event of a range of assumed changes in market interest rates. This model uses a discounted cash flow analysis and an option-based pricing approach to measure the interest rate sensitivity of net portfolio value. The model estimates the economic value of each type of asset, liability and off-balance sheet contract under the assumptions that the United States Treasury yield curve increases or decreases instantaneously by 200 and 400 basis point increments, with changes in interest rates representing immediate and permanent, parallel shifts in the yield curve.

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The table below sets forth the calculation of the estimated changes in our EVE that would result from the designated immediate changes in the United States Treasury yield curve.


At June 30, 2021
At March 31, 2022											At March 31, 2022
								EVE as a Percentage of										EVE as a Percentage of
								Present Value of Assets ⁽³⁾										Present Value of Assets ⁽³⁾
				Estimated Increase						Increase				Estimated Increase						Increase
Change in Interest		Estimated		(Decrease) in EVE						(Decrease)		Estimated		(Decrease) in EVE						(Decrease)
Rates (basis points) ⁽¹⁾		EVE ⁽²⁾		Amount		Percent		EVE Ratio ⁽⁴⁾		(basis points)		EVE ⁽²⁾		Amount		Percent		EVE Ratio ⁽⁴⁾		(basis points)
(Dollars in thousands)	(Dollars in thousands)										(Dollars in thousands)
400		$	40,764	$	(3,270)	(7.43)	%	12.55	%	41		$	56,665	$	(11,313)	(16.64)	%	17.58	%	(88)
300		$	42,431	$	(1,603)	(3.64)	%	12.68	%	54			60,249		(7,729)	(11.37)	%	18.04	%	(42)
200		$	43,790	$	(244)	(0.55)	%	12.71	%	57			63,870		(4,108)	(6.04)	%	18.45	%	(1)
100		$	44,478	$	444	1.01	%	12.57	%	43			66,756		(1,222)	(1.80)	%	18.65	%	19
Level		$	44,034		—	—	%	12.14	%	—			67,978		—	—	%	18.46	%	—
(100)		$	41,389	$	(2,645)	(6.01)	%	11.18	%	(96)			69,311		1,333	1.96	%	18.21	%	(25)
(200)		$	42,866	$	(1,168)	(2.65)	%	11.39	%	(75)			68,036		58	0.09	%	17.43	%	(103)

(1)	Assumes an immediate uniform change in interest rates at all maturities.

(2)	EVE is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts.

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(3)	Present value of assets represents the discounted present value of incoming cash flows on interest-earning assets.

(4)	EVE Ratio represents EVE divided by the present value of assets.

The table above indicates that at ~~June 30, 2021,~~March 31, 2022, in the event of an instantaneous parallel 200 basis point increase in interest rates, we would experience a ~~0.55%~~6.04% decrease in EVE, and in the event of an instantaneous 200 basis point decrease in interest rates, we would experience a ~~2.65% decrease~~0.09% increase in EVE.

Certain shortcomings are inherent in the methodologies used in the above interest rate risk measurements. Modeling changes require making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. The net interest income and net economic value tables presented assume that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although the tables provide an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates, and actual results may differ.

Interest rate risk calculations also may not reflect the fair values of financial instruments. For example, decreases in market interest rates can increase the fair values of our loans, mortgage servicing rights, deposits and borrowings.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

See “Management of Market Risk” in Item 2 above.

Item 4. Controls and Procedures

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of ~~June 30, 2021.~~March 31, 2022. Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective as of ~~June 30, 2021.~~March 31, 2022.

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During the quarter ended ~~June 30, 2021,~~March 31, 2022, there were no changes in the Company’s internal controls over financial reporting that materially affected, or were reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not involved in any pending legal proceedings as a plaintiff or a defendant other than routine legal proceedings occurring in the ordinary course of business. At ~~June 30, 2021,~~March 31, 2022, we were not involved in any legal proceedings the outcome of which we believe would be material to our consolidated financial condition or results of operations.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed under the heading “Risk Factors” contained in the Prospectus. The Company believes that the risk factors applicable to it have not changed materially from those disclosed in the Prospectus.

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

~~None.~~

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits


Exhibit
Number		Description

3.1		Articles of Incorporation of Texas Community Bancshares, Inc. ⁽¹⁾

3.2		Amended and Restated Bylaws of Texas Community Bancshares, Inc. ⁽²⁾⁽²⁾

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101		The following materials for the quarter ended ~~June 30, 2021,~~March 31, 2022, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Statements of Financial Condition, (ii) Consolidated Statements of ~~Income,~~Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Shareholders’ and Members’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(1)	Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-254053), as filed on March 9, 2021.

(2)	Incorporated by reference to Exhibit 3.2 to the Company’s ~~Registration Statement~~Current Report on Form ~~S-1, as amended~~8-K (Commission File No. ~~333-254053)~~001-40610), as filed on ~~March 9, 2021.~~January 26, 2022.

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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.


		TEXAS COMMUNITY BANCSHARES, INC.


Date: ~~August~~May 13, ~~2021~~2022		/s/ James H Herlocker, III
		James H. Herlocker, III
		Chairman, President and Chief Executive Officer


Date: ~~August~~May 13, ~~2021~~2022		/s/ Julie Sharff
		Julie Sharff
		Chief Financial Officer


	For the Three Months Ended June 30,
	2021						2020
	Average						Average
	Outstanding				Average		Outstanding				Average
	Balance		Interest		Yield/Rate		Balance		Interest		Yield/Rate

	(Dollars in thousands)
	(Unaudited)
Interest-earning assets:
Loans (excluding PPP loans)	$	214,303	$	2,401	4.48	%	$	187,889	$	2,294	4.88	%
Allowance for loan and lease losses		(1,562)						(1,130)
PPP loans		624		1	0.64	%		3,294		10	1.21	%
Securities		49,623		191	1.54	%		45,639		227	1.99	%
Restricted stock		2,027		5	0.99	%		2,005		12	2.39	%
Interest bearing deposits in banks		19,743		15	0.30	%		20,677		73	1.41	%
Federal funds sold		22,788		4	0.07	%		2,130		1	0.19	%
Total interest-earning assets		307,546		2,617	3.40	%		260,504		2,617	4.02	%
Noninterest-earning assets		21,413						20,422
Total assets	$	328,959					$	280,926

Interest-bearing liabilities:
Interest-bearing demand deposits	$	73,002		61	0.33	%	$	48,092		44	0.37	%
Regular savings and other deposits		70,264		67	0.38	%		49,695		56	0.45	%
Money market deposits		9,367		10	0.43	%		11,061		22	0.80	%
Certificates of deposit		75,741		251	1.33	%		74,380		332	1.79	%
Total interest-bearing deposits		228,374		389	0.68	%		183,228		454	0.99	%
Advances from the Federal Home Loan Bank		29,843		157	2.10	%		33,126		180	2.17	%
Other liabilities		411		2	1.95	%		327		3	3.67	%
Total interest-bearing liabilities		258,628		548	0.85	%		216,681		637	1.18	%
Noninterest-bearing demand deposits		35,406						30,103
Other noninterest-bearing liabilities		3,385						2,506
Total liabilities		297,419						249,290
Total members’ equity		31,540						31,636
Total liabilities and members’ equity	$	328,959					$	280,926
Net interest income			$	2,069					$	1,980
Net interest rate spread ⁽¹⁾					2.56	%					2.84	%
Net interest-earning assets ⁽²⁾	$	48,918					$	43,823
Net interest margin ⁽³⁾					2.69	%					3.04	%
Average interest-earning assets to interest-bearing liabilities					118.91	%					120.22	%