LOANS AND ALLOWANCE FOR LOAN LOSSES | LOANS AND ALLOWANCE FOR LOAN LOSSES Loans in the accompanying consolidated balance sheets are classified as follows (in thousands): December 31, 2023 December 31, 2022 Real estate loans: Construction $ 789,744 $ 559,681 1-4 family residential 696,738 663,519 Commercial 2,168,451 1,987,707 Commercial loans 366,893 412,064 Municipal loans 441,168 450,067 Loans to individuals 61,516 74,653 Total loans 4,524,510 4,147,691 Less: Allowance for loan losses 42,674 36,515 Net loans $ 4,481,836 $ 4,111,176 Loans to Affiliated Parties In the normal course of business, we make loans to certain of our executive officers and directors and their related interests. As of December 31, 2023 and 2022, these loans totaled $13.7 million and $14.2 million, respectively. These loans represented 1.8% and 1.9% of shareholders’ equity as of December 31, 2023 and 2022, respectively. Construction Real Estate Loans Our construction loans are collateralized by property located primarily in or near the market areas we serve. A number of our construction loans will be owner occupied upon completion. Construction loans for non-owner occupied projects are financed, but these typically have cash flows from leases with tenants, secondary sources of repayment, and in some cases, additional collateral. Our construction loans have both adjustable and fixed interest rates during the construction period. Construction loans to individuals are typically priced and made with the intention of granting the permanent loan on the completed property. Commercial construction loans are subject to underwriting standards similar to that of the commercial real estate loan portfolio. Owner occupied 1-4 family residential construction loans are subject to the underwriting standards of the permanent loan. 1-4 Family Residential Real Estate Loans Residential loan originations are generated by our mortgage loan officers, in-house origination staff, marketing efforts, present customers, walk-in customers and referrals from real estate agents and builders. We focus our lending efforts primarily on the origination of loans secured by first mortgages on owner occupied 1-4 family residences. Substantially all of our 1-4 family residential originations are secured by properties located in or near our market areas. Our 1-4 family residential loans generally have maturities ranging from 15 to 30 years. These loans are typically fully amortizing with monthly payments sufficient to repay the total amount of the loan. Our 1-4 family residential loans are made at both fixed and adjustable interest rates. Underwriting for 1-4 family residential loans includes debt-to-income analysis, credit history analysis, appraised value and down payment considerations. Changes in the market value of real estate can affect the potential losses in the residential portfolio. Commercial Real Estate Loans Commercial real estate loans as of December 31, 2023 consisted of $1.79 billion of owner and non-owner occupied real estate, $347.5 million of loans secured by multi-family properties and $28.6 million of loans secured by farmland. Commercial real estate loans primarily include loans collateralized by retail, commercial office buildings, multi-family residential buildings, medical facilities and offices, senior living, assisted living and skilled nursing facilities, warehouse facilities, hotels and churches. In determining whether to originate commercial real estate loans, we generally consider such factors as the financial condition of the borrower and the debt service coverage of the property. Commercial real estate loans are made at both fixed and adjustable interest rates for terms generally up to 20 years. Commercial Loans Our commercial loans are diversified loan types including short-term working capital loans for inventory and accounts receivable and short- and medium-term loans for equipment or other business capital expansion. In our commercial loan underwriting, we assess the creditworthiness, ability to repay and the value and liquidity of the collateral being offered. Terms of commercial loans are generally commensurate with the useful life of the collateral offered. Municipal Loans We have made loans to municipalities and school districts primarily throughout the state of Texas, with a small percentage originating outside of the state. The majority of the loans to municipalities and school districts have tax or revenue pledges and in some cases are additionally supported by collateral. Municipal loans made without a direct pledge of taxes or revenues are usually made based on some type of collateral that represents an essential service. These loans allow us to earn a higher yield than we could if we purchased municipal securities for similar durations. Loans to Individuals Substantially all originations of our loans to individuals are made to consumers in our market areas. The majority of loans to individuals are collateralized by titled equipment, which are primarily automobiles. Loan terms vary according to the type and value of collateral, length of contract and creditworthiness of the borrower. The underwriting standards we employ for consumer loans include an application, a determination of the applicant’s payment history on other debts, with the greatest weight being given to payment history with us and an assessment of the borrower’s ability to meet existing obligations and payments on the proposed loan. Although creditworthiness of the applicant is a primary consideration, the underwriting process also includes a comparison of the value of the collateral, if any, in relation to the proposed loan amount. Most of our loans to individuals are collateralized, which management believes assists in limiting our exposure. Credit Quality Indicators We categorize loans into risk categories on an ongoing basis based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. We use the following definitions for risk ratings: • Pass (Rating 1 – 4) – This rating is assigned to all satisfactory loans. This category, by definition, consists of acceptable credit. Credit and collateral exceptions should not be present, although their presence would not necessarily prohibit a loan from being rated Pass, if deficiencies are in the process of correction. These loans are not included in the Watch List. • Pass Watch (Rating 5) – These loans require some degree of special treatment, but not due to credit quality. This category does not include loans specially mentioned or adversely classified; however, particular attention is warranted to characteristics such as: ▪ A lack of, or abnormally extended payment program; ▪ A heavy degree of concentration of collateral without sufficient margin; ▪ A vulnerability to competition through lesser or extensive financial leverage; and ▪ A dependence on a single or few customers or sources of supply and materials without suitable substitutes or alternatives. • Special Mention (Rating 6) – A Special Mention loan has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in our credit position at some future date. Special Mention loans are not adversely classified and do not expose us to sufficient risk to warrant adverse classification. • Substandard (Rating 7) – Substandard loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. • Doubtful (Rating 8) – Loans classified as Doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation, in full, on the basis of currently known facts, conditions and values, highly questionable and improbable. The following tables set forth the amortized cost basis by class of financing receivable and credit quality indicator for the periods presented (in thousands): December 31, 2023 Term Loans Amortized Cost Basis by Origination Year Revolving Loans Amortized Cost Basis Total 2023 2022 2021 2020 2019 Prior Construction real estate: Pass $ 132,838 $ 236,573 $ 196,311 $ 37,997 $ 3,938 $ 6,457 $ 144,358 $ 758,472 Pass watch — 7,798 — — — — — 7,798 Special mention 13,166 9,456 698 — 7 — — 23,327 Substandard 36 — 68 — — 43 — 147 Doubtful — — — — — — — — Total construction real estate $ 146,040 $ 253,827 $ 197,077 $ 37,997 $ 3,945 $ 6,500 $ 144,358 $ 789,744 Current period gross charge-offs $ — $ 92 $ — $ — $ — $ — $ — $ 92 1-4 family residential real estate: Pass $ 41,520 $ 126,981 $ 145,671 $ 114,631 $ 63,710 $ 196,651 $ 1,803 $ 690,967 Pass watch — — — 32 — — — 32 Special mention — — — 75 — — — 75 Substandard 325 — 73 1,379 — 3,259 74 5,110 Doubtful — — — 163 — 391 — 554 Total 1-4 family residential real estate $ 41,845 $ 126,981 $ 145,744 $ 116,280 $ 63,710 $ 200,301 $ 1,877 $ 696,738 Current period gross charge-offs $ — $ — $ — $ — $ 1 $ 118 $ — $ 119 Commercial real estate: Pass $ 469,844 $ 641,577 $ 495,363 $ 143,150 $ 91,085 $ 189,021 $ 16,493 $ 2,046,533 Pass watch 24,300 34,424 255 1,037 333 146 — 60,495 Special mention 17,403 — — — 9,746 25,072 — 52,221 Substandard — 862 95 269 1,565 6,346 — 9,137 Doubtful — — — — 65 — — 65 Total commercial real estate $ 511,547 $ 676,863 $ 495,713 $ 144,456 $ 102,794 $ 220,585 $ 16,493 $ 2,168,451 Current period gross charge-offs $ — $ — $ — $ — $ 788 $ — $ — $ 788 Commercial loans: Pass $ 78,090 $ 62,192 $ 42,114 $ 10,708 $ 4,356 $ 3,310 $ 161,153 $ 361,923 Pass watch — 128 117 — — 18 — 263 Special mention 191 174 — 16 — 162 — 543 Substandard 14 2,357 73 — 65 12 821 3,342 Doubtful 238 267 133 — 64 120 — 822 Total commercial loans $ 78,533 $ 65,118 $ 42,437 $ 10,724 $ 4,485 $ 3,622 $ 161,974 $ 366,893 Current period gross charge-offs $ 745 $ 440 $ 44 $ 26 $ 23 $ 5 $ — $ 1,283 Municipal loans: Pass $ 39,028 $ 61,429 $ 68,979 $ 49,746 $ 39,949 $ 182,037 $ — $ 441,168 Pass watch — — — — — — — — Special mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Total municipal loans $ 39,028 $ 61,429 $ 68,979 $ 49,746 $ 39,949 $ 182,037 $ — $ 441,168 Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ — Loans to individuals: Pass $ 22,788 $ 15,503 $ 11,588 $ 6,256 $ 2,180 $ 941 $ 2,216 $ 61,472 Pass watch — — — — — — — — Special mention — — — — — — — — Substandard — — — — 13 — — 13 Doubtful 4 17 — 10 — — — 31 Total loans to individuals $ 22,792 $ 15,520 $ 11,588 $ 6,266 $ 2,193 $ 941 $ 2,216 $ 61,516 Current period gross charge-offs (1) $ 1,682 $ 54 $ 61 $ 20 $ 6 $ 99 $ — $ 1,922 Total loans $ 839,785 $ 1,199,738 $ 961,538 $ 365,469 $ 217,076 $ 613,986 $ 326,918 $ 4,524,510 Total current period gross charge-offs (1) $ 2,427 $ 586 $ 105 $ 46 $ 818 $ 222 $ — $ 4,204 (1) Includes $1.7 million in charged off demand deposit overdrafts reported as 2023 originations. December 31, 2022 Term Loans Amortized Cost Basis by Origination Year Revolving Loans Amortized Cost Basis Total 2022 2021 2020 2019 2018 Prior Construction real estate: Pass $ 169,652 $ 184,501 $ 34,537 $ 7,091 $ 1,844 $ 6,434 $ 152,530 $ 556,589 Pass watch 299 — — — — — — 299 Special mention 1,858 290 — — — — — 2,148 Substandard — — — 10 42 194 — 246 Doubtful — 44 — 355 — — — 399 Total construction real estate $ 171,809 $ 184,835 $ 34,537 $ 7,456 $ 1,886 $ 6,628 $ 152,530 $ 559,681 1-4 family residential real estate: Pass $ 82,847 $ 144,424 $ 128,666 $ 70,142 $ 36,710 $ 194,490 $ 2,160 $ 659,439 Pass watch — — — — — — — — Special mention — — 79 — 1,397 — — 1,476 Substandard 3 — 217 54 32 1,942 43 2,291 Doubtful — — — — 173 140 — 313 Total 1-4 family residential real estate $ 82,850 $ 144,424 $ 128,962 $ 70,196 $ 38,312 $ 196,572 $ 2,203 $ 663,519 Commercial real estate: Pass $ 798,653 $ 546,938 $ 168,607 $ 136,440 $ 55,480 $ 233,509 $ 12,315 $ 1,951,942 Pass watch — 9,219 — — — — — 9,219 Special mention — — 1,832 330 115 1,849 — 4,126 Substandard — — 281 14,603 260 6,992 — 22,136 Doubtful — — — 76 — 208 — 284 Total commercial real estate $ 798,653 $ 556,157 $ 170,720 $ 151,449 $ 55,855 $ 242,558 $ 12,315 $ 1,987,707 Commercial loans: Pass $ 113,678 $ 68,509 $ 17,852 $ 8,249 $ 4,820 $ 3,313 $ 178,951 $ 395,372 Pass watch 208 13 56 — — — — 277 Special mention — 5,109 31 — 288 — 9,986 15,414 Substandard 220 116 70 110 12 9 — 537 Doubtful 68 100 — 86 210 — — 464 Total commercial loans $ 114,174 $ 73,847 $ 18,009 $ 8,445 $ 5,330 $ 3,322 $ 188,937 $ 412,064 Municipal loans: Pass $ 65,258 $ 74,617 $ 57,147 $ 47,636 $ 24,576 $ 173,919 $ — $ 443,153 Pass watch — — — 508 403 6,003 — 6,914 Special mention — — — — — — — — Substandard — — — — — — — — Doubtful — — — — — — — — Total municipal loans $ 65,258 $ 74,617 $ 57,147 $ 48,144 $ 24,979 $ 179,922 $ — $ 450,067 Loans to individuals: Pass $ 29,579 $ 21,480 $ 12,651 $ 5,261 $ 1,665 $ 1,005 $ 2,935 $ 74,576 Pass watch — — — — — — — — Special mention — — — — — — — — Substandard — 1 — 6 — 2 — 9 Doubtful 7 — — 18 40 3 — 68 Total loans to individuals $ 29,586 $ 21,481 $ 12,651 $ 5,285 $ 1,705 $ 1,010 $ 2,935 $ 74,653 Total loans $ 1,262,330 $ 1,055,361 $ 422,026 $ 290,975 $ 128,067 $ 630,012 $ 358,920 $ 4,147,691 Watch List loans reported as 2023 originations as of December 31, 2023 and Watch List loans reported as 2022 originations as of December 31, 2022 were, for the majority, first originated in various years prior to 2023 and 2022, respectively, but were renewed in the respective year. The following tables present the aging of the amortized cost basis in past due loans by class of loans (in thousands): December 31, 2023 30-59 Days 60-89 Days Greater than Total Past Current Total Real estate loans: Construction $ 474 $ — $ 29 $ 503 $ 789,241 $ 789,744 1-4 family residential 4,638 774 1,700 7,112 689,626 696,738 Commercial 621 34 40 695 2,167,756 2,168,451 Commercial loans 1,693 347 127 2,167 364,726 366,893 Municipal loans 27 — — 27 441,141 441,168 Loans to individuals 107 1 10 118 61,398 61,516 Total $ 7,560 $ 1,156 $ 1,906 $ 10,622 $ 4,513,888 $ 4,524,510 December 31, 2022 30-59 Days 60-89 Days Greater than Total Past Current Total Real estate loans: Construction $ 43 $ 21 $ — $ 64 $ 559,617 $ 559,681 1-4 family residential 3,529 368 214 4,111 659,408 663,519 Commercial 105 153 415 673 1,987,034 1,987,707 Commercial loans 515 277 247 1,039 411,025 412,064 Municipal loans — — — — 450,067 450,067 Loans to individuals 203 3 40 246 74,407 74,653 Total $ 4,395 $ 822 $ 916 $ 6,133 $ 4,141,558 $ 4,147,691 The following table sets forth the amortized cost basis of nonperforming assets for the periods presented (in thousands): December 31, 2023 December 31, 2022 Nonaccrual loans: Real estate loans: Construction $ 29 $ 405 1-4 family residential 2,093 848 Commercial 528 762 Commercial loans 1,208 757 Loans to individuals 31 74 Total nonaccrual loans (1) 3,889 2,846 Accruing loans past due more than 90 days — — Restructured loans (2) 13 7,849 OREO 99 93 Repossessed assets — 74 Total nonperforming assets $ 4,001 $ 10,862 (1) Includes $506,000 and $897,000 of restructured loans as of December 31, 2023 and December 31, 2022, respectively. (2) Pursuant to our adoption of ASU 2022-02, effective January 1, 2023, we prospectively discontinued the recognition and measurement guidance previously required on troubled debt restructures. As a result, “restructured” loans as of December 31, 2023 exclude any loan modifications that are performing but would have previously required disclosure as troubled debt restructures. We reversed $89,000 and $36,000 of interest income on nonaccrual loans during the years ended December 31, 2023 and 2022, respectively. We had $1.0 million and $1.6 million of loans on nonaccrual for which there was no related allowance for credit losses as of December 31, 2023 and 2022, respectively. Collateral-dependent loans are loans that we expect the repayment to be provided substantially through the operation or sale of the collateral of the loan and we have determined that the borrower is experiencing financial difficulty. In such cases, expected credit losses are based on the fair value of the collateral at the measurement date, adjusted for selling costs. As of December 31, 2023 and 2022, we had $7.5 million and $8.1 million, respectively, of collateral-dependent loans, secured mainly by real estate and equipment. There have been no significant changes to the collateral that secures the collateral-dependent assets. Foreclosed assets include OREO and repossessed assets. For 1-4 family residential real estate properties, a loan is recognized as a foreclosed property once legal title to the real estate property has been received upon completion of foreclosure or the borrower has conveyed all interest in the residential property through a deed in lieu of foreclosure. There were $1.0 million loans secured by 1-4 family residential properties for which formal foreclosure proceedings were in process as of December 31, 2023. There were no loans secured by 1-4 family residential properties for which formal foreclosure proceedings were in process as of December 31, 2022. Restructured Loans Pursuant to our adoption of ASU 2022-02 effective January 1, 2023, we prospectively discontinued the recognition and measurement of TDRs. This guidance eliminated TDR accounting for loans in which the borrower was experiencing financial difficulty and the creditor granted a concession. See “Note 1 - Summary of Significant Accounting and Reporting Policies” to our consolidated financial statements included in this report. A loan is now considered restructured if the borrower is experiencing financial difficulties and the loan has been modified. Modifications may include interest rate reductions or below market interest rates, restructuring amortization schedules and other actions intended to minimize potential losses. We may provide a combination of modifications which may include an extension of the amortization period, interest rate reduction and/or converting the loan to interest-only for a limited period of time. In most instances, interest will continue to be charged on principal balances outstanding during the extended term. Therefore, the financial effects of the recorded investment of loans restructured during the year ended December 31, 2023 were not significant. The following table sets forth the recorded balance of restructured loans and type of modification by class of loans during the periods presented (dollars in thousands): Year Ended December 31, 2023 Amortization Interest Rate Reduction Combination Total Modifications Number of Loans Percent of Total Class Commercial loans $ 603 $ — $ 64 $ 667 5 0.18 % Total $ 603 $ — $ 64 $ 667 5 There were three restructured loans totaling $506,000 included in our nonaccrual loans in nonperforming assets as of December 31, 2023. On an ongoing basis, the performance of the restructured loans is monitored for subsequent payment default. Payment default is recognized when the borrower is 90 days or more past due. As of December 31, 2023, there were no restructured loans in default. Payment defaults for restructured loans did not significantly impact the determination of the allowance for loan losses in the periods presented. At December 31, 2023, there were no commitments to lend additional funds to borrowers whose loans had been restructured. Allowance for Loan Losses The following tables detail activity in the allowance for loan losses by portfolio segment for the periods presented (in thousands): Year Ended December 31, 2023 Real Estate Construction 1-4 Family Residential Commercial Commercial Loans Municipal Loans Loans to Individuals Total Balance at beginning of period $ 3,164 $ 2,173 $ 28,701 $ 2,235 $ 45 $ 197 $ 36,515 Loans charged-off (1) (92) (119) (788) (1,283) — (1,922) (4,204) Recoveries of loans charged-off 2 110 1 298 — 1,043 1,454 Net loans (charged-off) recovered (90) (9) (787) (985) — (879) (2,750) Provision for (reversal of) loan losses 2,213 676 4,352 836 (26) 858 8,909 Balance at end of period $ 5,287 $ 2,840 $ 32,266 $ 2,086 $ 19 $ 176 $ 42,674 Year Ended December 31, 2022 Real Estate Construction 1-4 Family Residential Commercial Commercial Loans Municipal Loans Loans to Individuals Total Balance at beginning of period $ 3,787 $ 1,866 $ 26,980 $ 2,397 $ 47 $ 196 $ 35,273 Loans charged-off — (69) — (792) — (1,723) (2,584) Recoveries of loans charged-off 2 107 81 593 — 1,105 1,888 Net loans (charged-off) recovered 2 38 81 (199) — (618) (696) Provision for (reversal of) loan losses (625) 269 1,640 37 (2) 619 1,938 Balance at end of period $ 3,164 $ 2,173 $ 28,701 $ 2,235 $ 45 $ 197 $ 36,515 Year Ended December 31, 2021 Real Estate Construction 1-4 Family Residential Commercial Commercial Loans Municipal Loans Loans to Individuals Total Balance at beginning of period $ 6,490 $ 2,270 $ 35,709 $ 4,107 $ 46 $ 384 $ 49,006 Loans charged-off — (136) — (1,004) — (1,611) (2,751) Recoveries of loans charged-off 2 75 87 674 — 1,142 1,980 Net loans (charged-off) recovered 2 (61) 87 (330) — (469) (771) Provision for (reversal of) loan losses (2,705) (343) (8,816) (1,380) 1 281 (12,962) Balance at end of period $ 3,787 $ 1,866 $ 26,980 $ 2,397 $ 47 $ 196 $ 35,273 (1) Included in charge-offs for the year ended December 31, 2023 is a $788,000 write down to fair value an $8.1 million commercial real estate loan relationship transferred to held for sale. The accrued interest receivable on our loan receivables is excluded from the allowance for credit loss estimate and is included in interest receivable on our consolidated balance sheets. As of December 31, 2023 and December 31, 2022, the accrued interest on our loan portfolio was $21.3 million and $18.8 million, respectively. |