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Texas munity Bancshares(TCBS) - 2025 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Financial Statements This section presents the unaudited consolidated financial statements, including balance sheets, income statements, and cash flow statements, along with detailed notes on accounting policies and financial instruments Consolidated Statements of Financial Condition This statement provides a snapshot of the company's assets, liabilities, and equity at specific dates Financial Condition Summary (in thousands) | Metric (in thousands) | March 31, 2025 | December 31, 2024 | | :-------------------- | :------------- | :---------------- | | Total Assets | $442,209 | $443,457 | | Total Liabilities | $389,454 | $391,349 | | Total Shareholders' Equity | $52,755 | $52,108 | Consolidated Statements of Operations This statement details the company's revenues, expenses, and net income or loss over specific periods Operations Summary (in thousands) | Metric (in thousands) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------- | :-------------------------------- | :-------------------------------- | | Total Interest Income | $5,634 | $5,418 | | Total Interest Expense | $2,306 | $2,455 | | Net Interest Income | $3,328 | $2,963 | | Provision (Credit) for Credit Losses | $113 | $(277) | | Total Noninterest Income (Loss) | $462 | $(3,562) | | Total Noninterest Expense | $2,928 | $3,071 | | Net Income (Loss) | $643 | $(2,685) | | Earnings (Loss) per share - basic | $0.22 | $(0.90) | Consolidated Statements of Comprehensive Income (Loss) This statement presents net income or loss and other comprehensive income items for specific periods Comprehensive Income Summary (in thousands) | Metric (in thousands) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------- | :-------------------------------- | :-------------------------------- | | Net Income (Loss) | $643 | $(2,685) | | Total other items of comprehensive income (loss), after tax | $395 | $417 | | Comprehensive Income (Loss) | $1,038 | $(2,268) | Consolidated Statements of Shareholders' Equity This statement outlines changes in the company's equity accounts over specific periods Shareholders' Equity Summary (in thousands) | Metric (in thousands) | Balance at January 1, 2025 | Balance at March 31, 2025 | Balance at January 1, 2024 | Balance at March 31, 2024 | | :-------------------- | :------------------------- | :------------------------ | :------------------------- | :------------------------ | | Total Shareholders' Equity | $52,108 | $52,755 | $53,689 | $51,471 | | Net income (loss) | N/A | $643 | N/A | $(2,685) | | Cash dividend declared ($0.04 per share) | N/A | $(123) | N/A | $(128) | | Treasury stock purchased | N/A | $(495) | N/A | $(154) | Consolidated Statements of Cash Flows This statement reports cash inflows and outflows from operating, investing, and financing activities for specific periods Cash Flow Summary (in thousands) | Metric (in thousands) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------- | :-------------------------------- | :-------------------------------- | | Net Cash (used for) from Operating Activities | $(1,533) | $641 | | Net Cash used for Investing Activities | $(701) | $(6,635) | | Net Cash from Financing Activities | $766 | $13,923 | | Net Change in Cash and Cash Equivalents | $(1,468) | $7,929 | | Cash and Cash Equivalents at End of Period | $11,822 | $20,989 | Notes to Consolidated Financial Statements This section provides detailed explanations and additional information supporting the consolidated financial statements Note 1 - Summary of Significant Accounting Policies This note outlines the foundational accounting principles and methods used in preparing the financial statements - Texas Community Bancshares, Inc. (TCBS) was incorporated on March 5, 2021, becoming the holding company for Broadstreet Bank, SSB, after its mutual to stock conversion on July 14, 2021, with shares trading on NASDAQ under the symbol TCBS22 - The Company's primary revenue source is providing loans and banking services in Mineola, Texas, the surrounding area, and the Dallas-Fort Worth Metroplex23 - The Company operates as a single reportable operating segment, the Bank, with financial performance evaluated on a Company-wide basis using net income2930 Note 2 – Earnings Per Share This note details the calculation of basic and diluted earnings per share for the reporting periods Earnings Per Share Calculation (in thousands, except per share data) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------ | :-------------------------------- | :-------------------------------- | | Net Income (Loss) | $643 | $(2,685) | | Weighted average shares outstanding for basic EPS | 2,863,916 | 2,970,273 | | Weighted average shares outstanding for diluted EPS | 2,965,742 | 3,013,341 | | Basic earnings (loss) per share | $0.22 | $(0.90) | | Dilutive earnings (loss) per share | $0.22 | $(0.89) | - Nonvested restricted stock awards (21,493 shares in 2025, 74,007 in 2024) and stock options (159,755 shares in 2025, 231,946 in 2024) were excluded from diluted EPS calculations as they were antidilutive or nonvested33 Note 3 - Debt Securities This note provides information on the company's debt securities, including available-for-sale and held-to-maturity portfolios Debt Securities Portfolio (in thousands) | Security Type (in thousands) | March 31, 2025 Amortized Cost | March 31, 2025 Fair Value | December 31, 2024 Amortized Cost | December 31, 2024 Fair Value | | :--------------------------- | :---------------------------- | :------------------------ | :------------------------------- | :----------------------------- | | Available for Sale | | | | | | Residential mortgage-backed | $9,850 | $8,891 | $10,356 | $9,151 | | Collateralized mortgage obligations | $47,270 | $45,387 | $48,808 | $46,568 | | State and municipal | $14,853 | $13,282 | $15,124 | $13,277 | | Corporate bonds | $8,356 | $7,236 | $7,352 | $6,193 | | Total AFS | $80,329 | $74,796 | $81,640 | $75,189 | | Held to Maturity | | | | | | Residential mortgage-backed | $18,351 | $16,207 | $19,090 | $16,569 | | State and municipal | $1,564 | $1,521 | $1,567 | $1,522 | | U.S. Government and agency | $1,264 | $1,264 | $1,439 | $1,440 | | Total HTM | $21,179 | $18,992 | $22,096 | $19,531 | - The Company had no sales of available for sale or held to maturity securities during the three months ended March 31, 2025 and 202436 - Unrealized losses on debt securities (AFS and HTM) are primarily due to increases in market interest rates, not credit quality deterioration, with management intending to hold these securities until maturity, expecting recovery of amortized cost39434446 Note 4 - Loans and Allowance for Credit Losses This note details the composition of the loan portfolio and the methodology and balances of the allowance for credit losses Loan Portfolio (in thousands) | Loan Type (in thousands) | March 31, 2025 | December 31, 2024 | | :----------------------- | :------------- | :---------------- | | Real estate | $277,781 | $275,812 | | Agriculture | $87 | $55 | | Commercial | $5,599 | $6,315 | | Municipalities | $12,363 | $9,253 | | Consumer and other | $4,965 | $5,495 | | Subtotal | $300,795 | $296,930 | | Less allowance for credit losses | $(3,273) | $(3,222) | | Loans and leases, net | $297,522 | $293,708 | Allowance for Credit Losses (in thousands) | Allowance for Credit Losses (in thousands) | March 31, 2025 | March 31, 2024 | | :--------------------------------------- | :------------- | :------------- | | Balance, January 1 | $3,222 | $3,096 |\ | Provision (credit) for credit losses | $63 | $(251) |\ | Loans charged-off | $(13) | $(39) |\ | Recoveries | $1 | $17 |\ | Balance, March 31 | $3,273 | $2,823 | Nonaccrual Loans (in thousands) | Nonaccrual Loans (in thousands) | March 31, 2025 | December 31, 2024 | | :------------------------------ | :------------- | :---------------- | | Nonaccrual without Allowance | $942 | $985 | | Nonaccrual with Allowance | $1,080 | $1,140 | | Total | $2,022 | $2,125 | - The Company did not recognize any interest income on nonaccrual loans during the three months ended March 31, 2025 or March 31, 202452 - The Company had $2,155 thousand and $2,260 thousand in collateral-dependent loans at March 31, 2025 and December 31, 2024, respectively54 - The Company uses internal risk categories (Pass, Special Mention, Substandard, Doubtful, Loss) to monitor credit quality, with quarterly reviews and adjustments to reflect changes in risk606162 Note 5 - Off-Balance-Sheet Activities This note describes the company's commitments and other off-balance-sheet arrangements Off-Balance-Sheet Commitments (in thousands) | Off-Balance-Sheet Instrument (in thousands) | March 31, 2025 | December 31, 2024 | | :---------------------------------------- | :------------- | :---------------- | | Commitments to extend credit | $24,859 | $17,954 | - The Bank has unused federal funds lines of credit totaling $15,000 thousand from correspondent banks and a secured line of credit of $3,000 thousand, in addition to a line from the Federal Reserve Bank of Boston79 - The Company has no other off-balance sheet arrangements or transactions with unconsolidated, special purpose entities80 Note 6 - Supplemental Cash Flow Information This note provides additional details on non-cash investing and financing activities and cash payments for interest Supplemental Cash Flow Details (in thousands) | Supplemental Cash Flow (in thousands) | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------ | :-------------------------------- | :-------------------------------- | | Cash paid for Interest on deposits | $1,875 | $1,761 | | Cash paid for Interest on FHLB advances | $504 | $697 | | Loans transferred to other real estate owned | $22 | $0 | - In Q1 2024, the Company transferred $29,312 thousand in loans receivable to loans held for sale and $150 thousand in loan originations to facilitate the sale of other real estate owned, and $558 thousand in premises and equipment transferred to other real estate owned, with no such activities in Q1 202582 Note 7 - Minimum Regulatory Capital Requirements This note outlines the company's compliance with regulatory capital standards, including the Community Bank Leverage Ratio - The Bank has opted into the Community Bank Leverage Ratio (CBLR) framework and was considered 'well-capitalized' at March 31, 2025, with a CBLR ratio of 11.09%, exceeding the 9% requirement84 Community Bank Leverage Ratio | Metric | March 31, 2025 | December 31, 2024 | | :-------------------- | :------------- | :---------------- | | CBLR Ratio | 11.09% | 10.84% | Note 8 - Fair Value Measurements This note explains the fair value hierarchy and provides measurements for various financial assets and liabilities - Fair value measurements are categorized into a three-level hierarchy: Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (significant unobservable inputs)89 Financial Assets Fair Value (in thousands) | Financial Assets (in thousands) | March 31, 2025 Total Fair Value | December 31, 2024 Total Fair Value | | :------------------------------ | :------------------------------ | :------------------------------- | | Available for sale securities | $74,796 | $75,189 | | Derivative instruments | $0 | $419 | | Collateral-dependent loans | $801 | $861 | | Other real estate owned | $450 | $480 | - Collateral-dependent loans and other real estate owned are measured at fair value on a nonrecurring basis using Level 3 inputs, primarily based on appraisals with significant management adjustments9495100103 Note 9 - Employee Stock Ownership Plan This note details the company's Employee Stock Ownership Plan, including share allocations and compensation expense - The ESOP purchased 260,621 shares (approximately 8.0% of common stock) in connection with the mutual to stock conversion on July 14, 2021, with the loan repaid by Company contributions and ESOP dividends114 ESOP Share Information (in thousands, except share counts) | ESOP Shares | March 31, 2025 | December 31, 2024 | | :-------------------------- | :------------- | :---------------- | | Shares allocated to participants | 56,768 | 56,768 | | Unreleased shares | 200,576 | 203,853 | | Total | 252,564 | 255,470 | | Fair value of unreleased shares | $3,209 | $3,109 | - ESOP compensation expense was $52 thousand for Q1 2025, up from $46 thousand for Q1 2024116 Note 10 – Derivatives This note describes the company's derivative instruments and their impact on financial statements - The Company terminated its interest rate swap agreement on January 15, 2025, which was used to hedge interest rate risk on fixed-rate available-for-sale securities121164 - The termination resulted in an unrealized gain of $463 thousand, which reduced the cost basis of the underlying securities and will be amortized to interest income over their remaining life121125164 Derivative Instruments (in thousands) | Derivative Metric (in thousands) | December 31, 2024 | | :------------------------------- | :---------------- | | Notional Amount (Fair Value Hedges) | $25,000 | | Fair Value (Fair Value Hedges) | $419 | | Cumulative Basis Adjustments in Hedged Assets | $(417) | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses the company's financial condition and operating results, covering critical accounting policies, liquidity, capital resources, and market risk management General This section provides introductory context for the management's discussion and analysis - This discussion should be read in conjunction with the unaudited consolidated financial statements in Part I, Item 1 of this report and the audited consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2024126 Cautionary Note Regarding Forward-Looking Statements This note advises readers about the inherent uncertainties and risks associated with forward-looking information in the report - The report contains forward-looking statements identifiable by words like 'estimate,' 'project,' 'believe,' 'intend,' 'anticipate,' 'plan,' 'seek,' 'expect,' 'will,' 'would,' 'should,' 'could' or 'may,' and similar meanings127 - These statements are subject to significant business, economic, and competitive uncertainties and contingencies, many beyond the Company's control, and actual results may differ materially from anticipated results127131 - Key factors that could cause actual results to differ include general economic conditions, changes in market interest rates, loan delinquencies, real estate values, regulatory changes, technological changes, and the ability to manage various risks129134 Summary of Critical Accounting Policies; Critical Accounting Estimates This section outlines the key accounting policies and significant estimates that require management's judgment - The consolidated financial statements are prepared in conformity with GAAP, requiring management to make estimates and assumptions that affect reported amounts132 - The Company has elected not to use the extended transition period for complying with new or revised financial accounting standards provided by the JOBS Act133 - Critical accounting policies include the Allowance for Credit Losses, which uses the weighted average remaining maturity (WARM) method, and Income Taxes, involving estimates and judgments on tax assets and liabilities135137138 Comparison of Financial Condition at March 31, 2025 and December 31, 2024 This section analyzes changes in the company's balance sheet items between the two reporting dates Financial Condition Comparison (in thousands) | Metric (in thousands) | March 31, 2025 | December 31, 2024 | Change ($) | Change (%) | | :-------------------- | :------------- | :---------------- | :--------- | :--------- | | Total Assets | $442,209 | $443,457 | $(1,248) | (0.3)% | | Cash and Cash Equivalents | $11,822 | $13,290 | $(1,468) | (11.0)% | | Interest Bearing Deposits in Banks | $9,284 | $9,720 | $(436) | (4.5)% | | Securities Available for Sale | $74,796 | $75,189 | $(393) | (0.5)% | | Securities Held to Maturity | $21,179 | $22,096 | $(917) | (4.1)% | | Loans and Leases Receivable, Net | $297,522 | $293,708 | $3,814 | 1.3% | | Total Deposits | $337,532 | $335,828 | $1,704 | 0.5% | | Advances from FHLB | $49,558 | $49,878 | $(320) | (0.6)% | | Total Shareholders' Equity | $52,755 | $52,108 | $647 | 1.2% | - The increase in net loans was primarily due to $21.2 million in loan originations and $2.8 million in loans repurchased from the 2024 loan sale, partially offset by payoffs and contractual repayments144 - The loan portfolio is diversified, with 92.3% in real estate loans, 1.9% commercial and industrial, 1.7% consumer, and 4.1% municipal loans145 - At March 31, 2025, 14.0% of deposits ($47.2 million) were potentially uninsured, exceeding the $250,000 FDIC insurance limit149 - Total shareholders' equity increased due to net income, stock-based compensation, and ESOP commitments, partially offset by treasury stock repurchases and dividends151 Average Balance Sheets This section presents average balances and yields/rates for interest-earning assets and interest-bearing liabilities Average Balance Sheet and Yield/Rate Analysis (in thousands) | Metric (in thousands) | Q1 2025 Average Balance | Q1 2025 Average Yield/Rate | Q1 2024 Average Balance | Q1 2024 Average Yield/Rate | | :-------------------- | :---------------------- | :------------------------- | :---------------------- | :------------------------- | | Loans | $299,454 | 5.88% | $281,314 | 5.27% | | Securities | $96,100 | 4.28% | $119,053 | 4.09% | | Total interest earning assets | $411,006 | 5.48% | $424,914 | 5.10% | | Total interest bearing deposits | $293,592 | 2.45% | $274,014 | 2.56% | | Advances from FHLB | $49,674 | 4.05% | $76,639 | 3.63% | | Total interest bearing liabilities | $343,790 | 2.68% | $351,357 | 2.79% | | Net Interest Income | N/A | $3,328 | N/A | $2,963 | | Net interest margin | N/A | 3.24% | N/A | 2.79% | Comparison of the Operating Results for the Three Months Ended March 31, 2025 and March 31, 2024 This section compares the company's financial performance, including income and expenses, for the two reporting periods Operating Results Comparison (in thousands) | Metric (in thousands) | Q1 2025 | Q1 2024 | Change ($) | Change (%) | | :-------------------- | :------ | :------ | :--------- | :--------- | | Net Income (Loss) | $643 | $(2,685)| $3,328 | 123.9% | | Total Interest Income | $5,634 | $5,418 | $216 | 4.0% | | Total Interest Expense | $2,306 | $2,455 | $(149) | (6.1)% | | Net Interest Income | $3,328 | $2,963 | $365 | 12.3% | | Provision for Credit Losses | $113 | $(277) | $390 | 140.8% | | Noninterest Income (Loss) | $462 | $(3,562)| $4,024 | 113.0% | | Noninterest Expense | $2,928 | $3,071 | $(143) | (4.7)% | | Income Tax Expense (Benefit) | $106 | $(708) | $814 | 115.0% | - Net income increased significantly due to the absence of nonrecurring losses from a strategic loan sale and branch demolition in Q1 2024, coupled with increased net interest income and decreased noninterest expenses in Q1 2025157 - Interest income on loans increased by 18.6% due to a 6.4% increase in average loans and an 11.5% increase in loan yield, driven by portfolio diversification towards higher-yielding commercial real estate loans159 - Net interest margin increased by 45 basis points to 3.24% due to balance sheet restructurings, including the 2024 loan sale, allowing for investment in higher-yielding assets and better alignment of asset/liability repricing167 - Noninterest income saw a substantial increase, primarily recovering from Q1 2024 nonrecurring losses of $4.1 million related to a loan sale and branch construction169 - Noninterest expense decreased due to lower occupancy and equipment expenses (post-branch openings), reduced technology expenses (contract negotiation), and lower director fees172173 Liquidity and Capital Resources This section discusses the company's ability to meet its financial obligations and maintain adequate capital levels - The Company maintains strong liquidity, with primary funding sources including deposits, loan/security payments, and FHLB borrowings, and unused borrowing capacity with FHLB was $98.7 million at March 31, 2025176 - The Company monitors large depositors and advises on maximizing FDIC coverage, noting $47.2 million (14.0% of deposits) was potentially uninsured at March 31, 2025182 Securities Portfolio Unrealized Losses (in thousands) | Securities Portfolio (in thousands) | March 31, 2025 | | :-------------------------------- | :------------- | | Gross unrealized losses on AFS securities | $5,500 | | Gross unrealized losses on HTM securities | $2,200 | | Total gross unrealized losses | $7,700 | | Net unrealized loss on AFS securities (net of tax) | $4,400 | - The Bank terminated interest rate swap agreements in Q1 2025, recognizing a $463 thousand gain that reduced unrealized losses on underlying securities186 - Asset quality remains strong, with an allowance for credit losses to loans and leases held for investment at 1.09% at March 31, 2025187 Management of Market Risk This section describes how the company identifies, measures, and manages its exposure to market risks, primarily interest rate risk - The Company's most significant market risk is interest rate risk, managed by evaluating and limiting exposure of financial condition and operations to interest rate changes189 - Strategies to manage interest rate risk include growing core deposits, managing investment portfolio maturity, diversifying the loan portfolio with more commercial loans, and utilizing derivatives190191 Net Interest Income Sensitivity (in thousands) | Change in Interest Rates (basis points) | Net Interest Income Year 1 Forecast (in thousands) | Year 1 Change from Level (%) | | :-------------------------------------- | :----------------------------------------------- | :--------------------------- | | 400 | $13,354 | 6.13% | | 200 | $13,080 | 3.95% | | Level | $12,583 | — | | (200) | $12,388 | (1.55)% | | (400) | $12,185 | (3.16)% | Economic Value of Equity (EVE) Sensitivity (in thousands) | Change in Interest Rates (basis points) | Estimated EVE (in thousands) | Increase (Decrease) in EVE (%) | | :-------------------------------------- | :--------------------------- | :----------------------------- | | 400 | $54,949 | (2.52)% | | 200 | $56,916 | 0.97% | | Level | $56,371 | — | | (200) | $50,919 | (9.67)% | | (400) | $37,066 | (34.25)% | - Modeling changes in interest rates (Net Interest Income and Net Economic Value) involve assumptions that may not perfectly reflect actual market responses, thus actual results may differ204 Item 3. Quantitative and Qualitative Disclosures About Market Risk This section refers to the 'Management of Market Risk' discussion within Item 2 for quantitative and qualitative disclosures about market risk, primarily focusing on interest rate risk - Quantitative and qualitative disclosures about market risk are provided in the 'Management of Market Risk' section of Item 2206 Item 4. Controls and Procedures Management, including the CEO and CFO, concluded that the Company's disclosure controls and procedures were effective as of March 31, 2025. There were no material changes in internal controls over financial reporting during the quarter - The Company's disclosure controls and procedures were deemed effective as of March 31, 2025, following an evaluation by management, including the CEO and CFO207 - No changes in internal controls over financial reporting materially affected, or were reasonably likely to materially affect, the Company's internal control during the quarter ended March 31, 2025208 PART II. OTHER INFORMATION Item 1. Legal Proceedings The Company is not involved in any legal proceedings, other than routine matters, that are believed to be material to its consolidated financial condition or results of operations as of March 31, 2025 - The Company is not involved in any pending legal proceedings, beyond routine business operations, that are considered material to its financial condition or results211 Item 1A. Risk Factors This section is not applicable as the Company qualifies as a 'smaller reporting company,' which exempts it from certain disclosure requirements for risk factors - Item 1A, Risk Factors, is not applicable because the Company is a 'smaller reporting company'212 Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities The Company has initiated multiple stock repurchase programs, with the latest announced on February 27, 2025, to repurchase 153,083 shares. As of March 31, 2025, a total of 313,773 shares have been repurchased under these plans - On February 27, 2025, the Company announced a third stock repurchase program for 153,083 shares (approximately 5% of outstanding shares), with no stated expiration date212 - As of March 31, 2025, the Company had repurchased a total of 313,773 shares under its various repurchase plans212 Issuer Purchases of Equity Securities | Period (Q1 2025) | Total Number of Shares Purchased | Average Price Paid Per Share | Maximum Number of Shares That May Yet be Purchased Under the Plans | | :---------------- | :------------------------------- | :--------------------------- | :--------------------------------------------------------------- | | January | 21,500 | $15.48 | 22,385 | | February | 5,000 | $16.05 | 170,468 | | March | 5,000 | $16.30 | 165,468 | | Total | 31,500 | $15.70 | N/A | Item 3. Defaults Upon Senior Securities The Company reported no defaults upon senior securities during the period - There were no defaults upon senior securities215 Item 4. Mine Safety Disclosures This item is not applicable to the Company - Mine Safety Disclosures are not applicable to the Company216 Item 5. Other Information During the first quarter of 2025, none of the Company's directors or executive officers adopted or terminated any Rule 10b5-1 trading arrangements - No directors or executive officers adopted or terminated any Rule 10b5-1 trading arrangements during the three months ended March 31, 2025217 Item 6. Exhibits This section lists the exhibits filed as part of the Form 10-Q, including organizational documents, employment agreements, certifications (Sarbanes-Oxley Act), and interactive data files (iXBRL) - Exhibits include Articles of Incorporation, Amended and Restated Bylaws, an Employment Agreement, CEO and CFO certifications under Sarbanes-Oxley Act (Sections 302 and 906), and iXBRL formatted financial statements and notes219 Signatures The report is duly signed on behalf of Texas Community Bancshares, Inc. by Jason Sobel, President and Chief Executive Officer, and Julie Sharff, CPA, Chief Financial Officer, on May 13, 2025 - The report is signed by Jason Sobel, President and CEO, and Julie Sharff, CPA, CFO, on May 13, 2025224