Item 1. Financial Statements
Item 1. Financial Statements
Texas Community Bancshares, Inc. and Subsidiaries
Consolidated Statements of Financial Condition
June 30, 2025 and December 31, 2024
(Amounts in thousands, except share and per share data)
June 30,
December 31,
2025
2024
(unaudited)
Assets
Cash and due from banks
$
4,917
$
4,015
Federal funds sold
6,378
9,275
Cash and cash equivalents
11,295
13,290
Interest bearing deposits in banks
17,311
9,720
Securities available for sale
73,188
75,189
Securities held to maturity (fair values of $ 18,313 at June 30, 2025 and $ 19,531 at December 31, 2024)
20,294
22,096
Loans receivable, net of allowance for credit losses of $ 3,227 at June 30, 2025 and $ 3,222 at December 31, 2024
292,916
292,416
Net investment in direct financing leases
1,105
1,292
Accrued interest receivable
1,933
1,919
Premises and equipment, net
11,511
11,526
Bank-owned life insurance
6,453
6,370
Other real estate owned
428
480
Restricted investments carried at cost
3,344
4,252
Core deposit intangible
66
132
Deferred income taxes
2,289
2,688
Financial derivative
—
419
Other assets
1,949
1,668
$
444,082
$
443,457
Liabilities and Shareholders' Equity
Liabilities
Noninterest bearing
$
49,130
$
41,466
Interest bearing
290,050
294,362
Total deposits
339,180
335,828
Advances from Federal Home Loan Bank (FHLB)
49,236
49,878
Accrued expenses and other liabilities
2,797
5,643
Total liabilities
391,213
391,349
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, 3,366,516 issued and 2,999,743 outstanding at June 30, 2025 and 3,370,425 issued and 3,088,152 outstanding at December 31, 2024
34
34
Additional paid in capital
32,839
32,493
Retained earnings
31,242
30,163
Accumulated other comprehensive loss
( 4,158 )
( 4,766 )
Unearned Employee Stock Ownership Program (ESOP) shares, at cost
( 1,970 )
( 2,039 )
Treasury stock, at cost ( 366,773 shares at June 30, 2025 and 282,273 shares at December 31, 2024)
( 5,118 )
( 3,777 )
Total shareholders' equity
52,869
52,108
$
444,082
$
443,457
See Notes to Consolidated Financial Statements
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Texas Community Bancshares, Inc. and Subsidiaries
Consolidated Statements of Operations (Unaudited)
Three and Six Months Ended June 30, 2025 and 2024
(Amounts in thousands, except share and per share data)
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
Interest Income
Loans, including fees
$
4,271
$
3,801
$
8,671
$
7,510
Debt securities
Taxable
945
1,204
1,929
2,374
Non taxable
47
36
91
82
Dividends on restricted investments
44
54
94
109
Federal funds sold
55
239
117
306
Deposits with banks
112
222
216
478
Financial derivative
—
125
( 10 )
240
Total interest income
5,474
5,681
11,108
11,099
Interest Expense
Deposits
1,797
1,813
3,596
3,570
Advances from FHLB
501
683
1,004
1,379
Other
2
2
6
4
Total interest expense
2,300
2,498
4,606
4,953
Net Interest Income
3,174
3,183
6,502
6,146
Provision (Credit) for Credit Losses - loans
( 37 )
163
26
( 88 )
Provision (Credit) for Credit Losses - off-balance sheet credit exposures
( 5 )
( 39 )
45
( 65 )
Provision (Credit) for Credit Losses
( 42 )
124
71
( 153 )
Net Interest Income After Provision (Credit) for Credit Losses
3,216
3,059
6,431
6,299
Noninterest Income
Service charges on deposit accounts
178
167
343
335
Other service charges and fees
284
356
586
616
Net loss on sale of loans
—
( 69 )
—
( 3,850 )
Net loss on sale of other real estate owned
( 2 )
( 78 )
( 54 )
( 41 )
Net loss on sale of premises and equipment
—
—
—
( 283 )
Net appreciation on bank-owned life insurance
42
13
83
43
Gain on equity investment
73
—
73
—
Other income
4
4
10
11
Total noninterest income (loss)
579
393
1,041
( 3,169 )
Noninterest Expenses
Salaries and employee benefits
1,569
1,644
3,223
3,309
Occupancy and equipment expense
266
273
513
558
Data processing
244
233
478
474
Technology expense
76
189
133
303
Contract services
63
72
130
134
Director fees
71
79
142
162
Other expense
684
564
1,282
1,185
Total noninterest expense
2,973
3,054
5,901
6,125
Income (Loss) Before Income Taxes
822
398
1,571
( 2,995 )
Income Tax Expense (Benefit)
144
50
250
( 658 )
Net Income (Loss)
$
678
$
348
$
1,321
$
( 2,337 )
Earnings (Loss) per share - basic
$
0.24
$
0.12
$
0.46
$
( 0.79 )
Earnings (Loss) per share - diluted
$
0.23
$
0.12
$
0.45
$
( 0.78 )
Weighted-average shares outstanding - basic
2,828,769
2,962,136
2,846,246
2,967,570
Weighted-average shares outstanding - diluted
2,922,938
3,007,309
2,940,847
3,012,493
See Notes to Consolidated Financial Statements
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Texas Community Bancshares, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
Three and Six Months Ended June 30, 2025 and 2024
(Amounts in thousands, except share and per share data)
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
Net Income (Loss)
$
678
$
348
$
1,321
$
( 2,337 )
Other items of comprehensive income (loss)
Debt Securities
Net changes in fair value of available for sale securities, before tax
270
311
1,188
398
Net changes in fair value of available for sale securities hedged, before tax
—
75
( 417 )
516
Total other items of comprehensive income, before tax
270
386
771
914
Income tax expense related to other items of comprehensive income
( 57 )
( 80 )
( 163 )
( 191 )
Total other items of comprehensive income, after tax
213
306
608
723
Comprehensive Income (Loss)
$
891
$
654
$
1,929
$
( 1,614 )
See Notes to Consolidated Financial Statements
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Texas Community Bancshares, Inc. and Subsidiaries
Consolidated Statements of Shareholders’ Equity (Unaudited)
Three and Six months ended June 30, 2025 and 2024
(Amounts in thousands, except share and per share data)
Accumulated
Additional
Other
Unearned
Total
Preferred
Common
Paid In
Retained
Comprehensive
ESOP
Treasury
Shareholders'
Three Months Ended June 30, 2025 and 2024
Stock
Stock
Capital
Earnings
Loss
Shares
Stock
Equity
Balance at April 1, 2025
$
—
$
34
$
32,687
$
30,683
$
( 4,371 )
$
( 2,006 )
$
( 4,272 )
$
52,755
Net income
—
—
—
678
—
—
—
678
Stock based compensation expense
—
—
130
—
—
—
—
130
Other comprehensive income, net of tax
—
—
—
—
213
—
—
213
Cash dividend declared ($ 0.04 per share)
—
—
—
( 119 )
—
—
—
( 119 )
ESOP shares committed to be released, 3,628 shares
—
—
22
—
—
36
—
58
Treasury stock purchased, 53,000 shares
—
—
—
—
—
—
( 846 )
( 846 )
Balance at June 30, 2025
$
—
$
34
$
32,839
$
31,242
$
( 4,158 )
$
( 1,970 )
$
( 5,118 )
$
52,869
Balance at April 1, 2024
$
—
$
34
$
31,970
$
29,159
$
( 5,175 )
$
( 2,164 )
$
( 2,353 )
$
51,471
Net income
—
—
—
348
—
—
—
348
Stock based compensation expense
—
—
160
—
—
—
—
160
Other comprehensive income, net of tax
—
—
—
—
306
—
—
306
Cash dividend declared ($ 0.04 per share)
—
—
—
( 127 )
—
—
—
( 127 )
ESOP shares committed to be released, 3,277 shares
—
—
15
—
—
32
—
47
Treasury stock purchased, 29,600 shares
—
—
—
—
—
—
( 430 )
( 430 )
Balance at June 30, 2024
$
—
$
34
$
32,145
$
29,380
$
( 4,869 )
$
( 2,132 )
$
( 2,783 )
$
51,775
Accumulated
Additional
Other
Unearned
Total
Preferred
Common
Paid In
Retained
Comprehensive
ESOP
Treasury
Shareholders'
Six Months Ended June 30, 2025 and 2024
Stock
Stock
Capital
Earnings
Loss
Shares
Stock
Equity
Balance at January 1, 2025
$
—
$
34
$
32,493
$
30,163
$
( 4,766 )
$
( 2,039 )
$
( 3,777 )
$
52,108
Net income
—
—
—
1,321
—
—
—
1,321
Stock based compensation expense
—
—
305
—
—
—
—
305
Other comprehensive income, net of tax
—
—
—
—
608
—
—
608
Cash dividend declared ($ 0.04 per share)
—
—
—
( 242 )
—
—
—
( 242 )
ESOP shares committed to be released, 6,905 shares
—
—
41
—
—
69
—
110
Treasury stock purchased, 84,500 shares
—
—
—
—
—
—
( 1,341 )
( 1,341 )
Balance at June 30, 2025
$
—
$
34
$
32,839
$
31,242
$
( 4,158 )
$
( 1,970 )
$
( 5,118 )
$
52,869
Balance at January 1, 2024
$
—
$
34
$
31,671
$
31,972
$
( 5,592 )
$
( 2,197 )
$
( 2,199 )
$
53,689
Net loss
—
—
—
( 2,337 )
—
—
—
( 2,337 )
Stock based compensation expense
—
—
446
—
—
—
—
446
Other comprehensive income, net of tax
—
—
—
—
723
—
—
723
Cash dividend declared ($ 0.04 per share)
—
—
—
( 255 )
—
—
—
( 255 )
ESOP shares committed to be released, 6,554 shares
—
—
28
—
—
65
—
93
Treasury stock purchased, 40,600 shares
—
—
—
—
—
—
( 584 )
( 584 )
Balance at June 30, 2024
$
—
$
34
$
32,145
$
29,380
$
( 4,869 )
$
( 2,132 )
$
( 2,783 )
$
51,775
See Notes to Consolidated Financial Statements
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Texas Community Bancshares, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
Six months ended June 30, 2025 and 2024
(Amounts in thousands, except share and per share data)
Six Months Ended
June 30,
2025
2024
Operating Activities
Net income (loss)
$
1,321
$
( 2,337 )
Adjustments to reconcile net income (loss) to net cash from operating activities
Provision (credit) for credit losses - loans
26
( 88 )
Provision (credit) for credit losses - off-balance sheet credit exposures
45
( 65 )
Net (accretion) amortization of securities
( 23 )
5
Depreciation and amortization
294
284
Net unrealized gain on discontinued financial derivative
463
—
Stock dividends on restricted investments
( 89 )
( 105 )
Net increase on restricted investments
( 46 )
—
Loss on sale of loans
—
3,850
Loss on disposal of fixed assets
—
283
Appreciation on bank-owned life insurance
( 83 )
( 43 )
ESOP compensation expense for allocated shares
110
93
Loss (Gain) on sale other real estate owned
2
( 37 )
Write-down of other real estate owned
52
78
Stock-based compensation
305
446
Deferred income tax expense (benefit)
238
( 663 )
Loss on fair value adjustment of fair value hedges
10
1
Net change in
Accrued interest receivable
( 14 )
( 11 )
Other assets
( 281 )
( 449 )
Accrued expenses and other liabilities
( 2,856 )
( 197 )
Net Cash (used for) from Operating Activities
( 526 )
1,045
Investing Activities
Net change in interest bearing deposits in banks
( 7,591 )
4,540
Activity in available for sale securities
Purchases
( 4,232 )
( 3,474 )
Maturities, prepayments and calls
7,028
7,703
Activity in held to maturity securities
Maturities, prepayments and calls
1,755
2,109
Redemptions of restricted investments
1,096
—
Purchases of restricted investments
( 53 )
( 92 )
Loan originations and principal collections, net
( 593 )
( 13,966 )
Net decrease (increase) in net investment in direct financing leases
187
( 1,304 )
Proceeds from sale of loans, originally classified as loans held for investment
—
22,971
Proceeds from sales of other real estate owned
20
49
Additions of premises and equipment
( 213 )
( 1,181 )
Net Cash used for Investing Activities
( 2,596 )
17,355
Financing Activities
Net increase in deposits
3,352
7,342
Payments on FHLB and other borrowings
( 642 )
( 5,684 )
Cash dividends declared and paid
( 242 )
( 255 )
Purchases of treasury stock
( 1,341 )
( 584 )
Net Cash from Financing Activities
1,127
819
Net Change in Cash and Cash Equivalents
( 1,995 )
19,219
Cash and Cash Equivalents at Beginning of Period
13,290
13,060
Cash and Cash Equivalents at End of Period
$
11,295
$
32,279
See Notes to Consolidated Financial Statements
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Texas Community Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Three and Six months ended June 30, 2025 and 2024
(Amounts in thousands, except share, per share data, and percentages)
Note 1 - Summary of Significant Accounting Policies
General
Texas Community Bancshares, Inc. (the “Company”), a Maryland corporation and registered bank holding company, was incorporated on March 5, 2021. The Company became the bank holding company for Broadstreet Bank, SSB (the “Bank”), formerly known as Mineola Community Bank, SSB prior to December 4, 2023, as part of the Bank’s mutual to stock conversion completed on July 14, 2021. The Company’s shares trade on the NASDAQ under the symbol TCBS. Voting rights in the Company are held and exercised exclusively by the shareholders of the Company.
The Company’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:
Interim Financial Statements
The interim unaudited consolidated financial statements as of June 30, 2025, and for the three and six months ended June 30, 2025 and 2024, 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 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, 2025 are not necessarily indicative of the results to be achieved for the year ending December 31, 2025, or any other period. Certain prior period data presented in the consolidated financial statements has been revised 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, contained in the Company’s Form 10-K for the year ended December 31, 2024. Reference is made to the accounting policies of the Company described in the Notes to Consolidated Financial Statements contained in Form 10-K for the year ended December 31, 2024.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, which include the Bank and its wholly-owned subsidiary, Mineola Financial Service Corporation, which is inactive. All significant intercompany transactions and balances have been eliminated in consolidation.
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 credit losses.
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Texas Community Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Three and Six months ended June 30, 2025 and 2024
(Amounts in thousands, except share, per share data, and percentages)
Note 2 – Earnings Per Share
Basic earnings per share is computed by dividing the net income or loss by the weighted-average number of common shares outstanding during the period, including allocated and committed to be released ESOP shares and restricted stock awards granted 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.
The following table presents a reconciliation of the number of shares used in the calculation of basic and diluted earnings per common share:
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
Net Income (Loss)
$
678
$
348
$
1,321
$
( 2,337 )
Weighted average shares outstanding for basic earnings per share:
Average shares outstanding
3,029,265
3,178,502
3,048,375
3,187,814
Less: average unearned ESOP shares
( 200,496 )
( 216,366 )
( 202,129 )
( 220,244 )
Weighted average shares outstanding for basic earnings per share
2,828,769
2,962,136
2,846,246
2,967,570
Additional dilutive shares
94,169
45,173
94,601
44,923
Weighted average shares outstanding for dilutive earnings per share
2,922,938
3,007,309
2,940,847
3,012,493
Basic earnings (loss) per share
$
0.24
$
0.12
$
0.46
$
( 0.79 )
Dilutive earnings (loss) per share
$
0.23
$
0.12
$
0.45
$
( 0.78 )
Nonvested restricted stock awards for 21,493 and 71,401 shares of common stock were not considered in computing diluted earnings per share for 2025 and 2024, respectively, because they were antidilutive. Stock options for 145,099 and 225,430 shares of common stock were not considered in computing diluted earnings per share for 2025 and 2024, because they were nonvested. Stock options for 35,838 and 46,258 shares of common stock have vested, however, were not considered in computing diluted earnings per share for 2025 and 2024, because they were antidilutive.
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Texas Community Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Three and Six months ended June 30, 2025 and 2024
(Amounts in thousands, except share, per share data, and percentages)
Note 3 - Debt Securities
The amortized cost and fair value of securities, with gross unrealized gains and losses, follows:
June 30, 2025
Gross
Gross
Estimated
Amortized
Unrealized
Unrealized
Fair
Available for Sale
Cost
Gains
Losses
Value
Debt Securities:
Residential mortgage-backed
$
9,496
$
—
$
( 863 )
$
8,633
Collateralized mortgage obligations
45,755
21
( 1,771 )
44,005
State and municipal
14,840
8
( 1,543 )
13,305
Corporate bonds
8,360
26
( 1,141 )
7,245
Total securities available for sale
$
78,451
$
55
$
( 5,318 )
$
73,188
Held to Maturity
Debt Securities:
Residential mortgage-backed
$
17,574
$
—
$
( 1,919 )
$
15,655
State and municipal
1,565
—
( 63 )
1,502
U.S. Government and agency
1,155
1
—
1,156
Total securities held to maturity
$
20,294
$
1
$
( 1,982 )
$
18,313
December 31, 2024
Gross
Gross
Estimated
Amortized
Unrealized
Unrealized
Fair
Available for Sale
Cost
Gains
Losses
Value
Debt Securities:
Residential mortgage-backed
$
10,356
$
—
$
( 1,205 )
$
9,151
Collateralized mortgage obligations
48,808
21
( 2,261 )
46,568
State and municipal
15,124
—
( 1,847 )
13,277
Corporate bonds
7,352
—
( 1,159 )
6,193
Total securities available for sale
$
81,640
$
21
$
( 6,472 )
$
75,189
Held to Maturity
Debt Securities:
Residential mortgage-backed
$
19,090
$
—
$
( 2,521 )
$
16,569
State and municipal
1,567
—
( 45 )
1,522
U.S. Government and agency
1,439
1
—
1,440
Total securities held to maturity
$
22,096
$
1
$
( 2,566 )
$
19,531
During the three and six months ended June 30, 2025 and 2024, the Company had no sales of available for sale securities or held to maturity securities.
At June 30, 2025 and December 31, 2024, securities with a fair value of $ 18,069 and $ 17,862 , respectively, were pledged to secure public deposits and for other purposes required or permitted by law.
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Texas Community Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Three and Six months ended June 30, 2025 and 2024
(Amounts in thousands, except share, per share data, and percentages)
The amortized cost and fair value of debt securities by contractual maturity at June 30, 2025, follows:
Available for Sale
Held to Maturity
Estimated
Estimated
Amortized
Fair
Amortized
Fair
Cost
Value
Cost
Value
Due in one year
$
—
$
—
$
365
$
365
Due from one to five years
4,160
4,019
135
127
Due in five to ten years
12,754
11,571
1,155
1,156
After ten years
6,286
4,960
1,065
1,010
Residential mortgage-backed
9,496
8,633
17,574
15,655
Collateralized mortgage obligations
45,755
44,005
—
—
Total
$
78,451
$
73,188
$
20,294
$
18,313
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, 2025
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 (1,83)
$
428
$
( 9 )
$
23,860
$
( 2,773 )
Collateralized mortgage obligations (8,16)
16,601
( 210 )
21,710
( 1,561 )
State and municipal (1,16)
365
—
13,507
( 1,606 )
Corporate bonds (1,13)
993
( 8 )
5,367
( 1,133 )
Total
$
18,387
$
( 227 )
$
64,444
$
( 7,073 )
December 31, 2024
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 (1,83)
$
434
$
( 20 )
$
25,287
$
( 3,706 )
Collateralized mortgage obligations (8,15)
15,185
( 224 )
22,316
( 2,037 )
State and municipal (1,17)
309
( 1 )
14,126
( 1,891 )
Corporate bonds (2,12)
1,581
( 20 )
4,611
( 1,139 )
Total
$
17,509
$
( 265 )
$
66,340
$
( 8,773 )
At June 30, 2025 and December 31, 2024, the Company had investment securities with approximately $ 7,073 and $ 8,773 , respectively, in unrealized losses, which have been in continuous loss positions for more than twelve months. The Company’s assessments indicated that the cause of the unrealized losses was primarily the change in market interest rates and not the issuers’ financial condition or downgrades by rating agencies. The Company has the ability and intent to hold such securities until maturity.
The Company monitors credit quality of debt securities held-to-maturity through the use of nationally recognized
9
Table of Contents
Texas Community Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Three and Six months ended June 30, 2025 and 2024
(Amounts in thousands, except share, per share data, and percentages)
credit ratings. The Company monitors credit ratings on a continual basis. The following table summarizes bond ratings for the Company’s held-to-maturity portfolio, based upon amortized cost, issued by state and political subdivisions and other securities as of June 30, 2025 and December 31, 2024:
June 30, 2025
Residential
mortgage-backed
State and
municipal
U.S Government
and agency
AAA
$
17,574
$
1,430
$
1,155
Baa1
—
135
—
$
17,574
$
1,565
$
1,155
December 31, 2024
Residential
mortgage-backed
State and
municipal
U.S Government
and agency
AAA
$
19,090
$
1,433
$
1,439
Baa1
—
134
—
$
19,090
$
1,567
$
1,439
As of June 30, 2025 and December 31, 2024, there were no securities held to maturity on nonaccrual status or past due status.
Mortgage-backed Securities and Collateralized Mortgage Obligations
The unrealized losses on the Company’s investments in mortgage-backed securities and collateralized mortgage obligations were caused by market interest rate increases and changes in prepayment speeds. The Company purchased these investments at a premium or discount relative to its face amount, and the contractual cash flows of these 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 basis of the Company’s investments. Because the decline in fair value is attributable to changes in market interest rates and prepayment speeds and not credit quality, and because the Company does not intend to sell the investments before recovery of their amortized cost basis, which may be maturity. The unrealized losses on the Company’s investment in mortgage-backed securities have not been recognized into income and no allowance for credit losses was established at June 30, 2025 or December 31, 2024.
U.S. Government and Agency Securities
The unrealized losses on the Company’s investments in U.S. government and agency securities have not been recognized into income and no allowance for credit losses was established because the bonds are of high credit quality, management does not intend to sell, and it is likely that management will not be required to sell the securities prior to their anticipated recovery, which may be at maturity. The decline in fair value is largely due to increases in market interest rates and not credit quality deterioration and the fair value is expected to recover as the bonds approach maturity. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost basis of the Company’s investments. Therefore, an allowance for credit losses is deemed unnecessary at June 30, 2025 and December 31, 2024.
10
Table of Contents
Texas Community Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Three and Six months ended June 30, 2025 and 2024
(Amounts in thousands, except share, per share data, and percentages)
Municipal Securities and Corporate Bonds
The unrealized losses on the Company’s investments in state and municipal securities and corporate bonds have not been recognized into income and no allowance for credit losses was established because the bonds are of high credit quality, management does not intend to sell, and it is likely that management will not be required to sell the securities prior to their anticipated recovery, which may be at maturity. The decline in fair value is largely due to increases in market interest rates and not credit quality deterioration and the fair value is expected to recover as the bonds approach maturity. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost basis of the Company’s investments. Therefore, an allowance for credit losses is deemed unnecessary at June 30, 2025 and December 31, 2024.
Note 4 - Loans and Allowance for Credit Losses
A summary of the balances of loans and leases follows:
June 30,
December 31,
2025
2024
Real estate
Construction and land
$
53,995
$
54,136
Farmland
9,803
9,540
1-4 Residential and multi-family
152,807
156,068
Commercial Real Estate
57,535
56,068
Total real estate
274,140
275,812
Agriculture
74
55
Commercial
5,379
6,315
Municipalities
13,188
9,253
Consumer and other
4,467
5,495
Subtotal
297,248
296,930
Less: allowance for credit losses
( 3,227 )
( 3,222 )
Loans and leases, net
$
294,021
$
293,708
Direct financing leases of $ 1,105 and $ 1,292 are included in consumer and other loans at June 30, 2025 and December 31, 2024, respectively.
11
Table of Contents
Texas Community Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Three and Six months ended June 30, 2025 and 2024
(Amounts in thousands, except share, per share data, and percentages)
The following tables set forth information regarding the activity in the allowance for credit losses for the three and six months ended June30, 2025 and June 30, 2024:
June 30, 2025
Real Estate
Allowance for credit losses:
Construction
and Land
Farmland
1-4 Residential
& multi-family
Commercial
real estate
Agriculture
Commercial
Municipalities
Consumer
and other
Total
Three months ended
Beginning balance, April 1, 2025
$
661
$
77
$
1,376
$
619
$
1
$
359
$
93
$
87
$
3,273
Provision (credit) for credit losses
( 108 )
—
60
19
—
( 3 )
( 1 )
( 4 )
( 37 )
Loans charged-off
—
—
—
—
—
—
—
( 11 )
( 11 )
Recoveries
—
—
—
—
—
—
—
2
2
Balance, June 30, 2025
$
553
$
77
$
1,436
$
638
$
1
$
356
$
92
$
74
$
3,227
Six months ended
Balance, January 1, 2025
$
632
$
74
$
1,355
$
605
$
1
$
375
$
83
$
97
$
3,222
Provision (credit) for credit losses
( 79 )
3
84
33
—
( 19 )
9
( 5 )
26
Loans charged-off
—
—
( 3 )
—
—
—
—
( 21 )
( 24 )
Recoveries
—
—
—
—
—
—
—
3
3
Balance, June 30, 2025
$
553
$
77
$
1,436
$
638
$
1
$
356
$
92
$
74
$
3,227
June 30, 2024
Real Estate
Allowance for credit losses:
Construction
and Land
Farmland
1-4 Residential
& multi-family
Commercial
real estate
Agriculture
Commercial
Municipalities
Consumer
and other
Total
Three months ended
Beginning balance, April 1, 2024
$
369
$
57
$
1,385
$
451
$
1
$
441
$
34
$
85
$
2,823
Provision for credit losses
62
( 2 )
13
1
—
7
35
47
163
Loans charged-off
—
—
—
—
—
—
—
( 30 )
( 30 )
Recoveries
—
—
—
—
—
—
—
19
19
Balance, June 30, 2024
$
431
$
55
$
1,398
$
452
$
1
$
448
$
69
$
121
$
2,975
Six months ended
Balance, January 1, 2024
$
378
$
66
$
1,621
$
482
$
2
$
441
$
18
$
88
$
3,096
Provision for credit losses
53
( 11 )
( 223 )
( 30 )
( 1 )
7
51
66
( 88 )
Loans charged-off
—
—
—
—
—
—
—
( 69 )
( 69 )
Recoveries
—
—
—
—
—
—
—
36
36
Balance, June 30, 2024
$
431
$
55
$
1,398
$
452
$
1
$
448
$
69
$
121
$
2,975
The following table presents the amortized cost basis of loans on nonaccrual status and loans past due over 90 days and still accruing as of June 30, 2025 and December 31, 2024:
June 30, 2025
Nonaccrual
without
Allowance
Nonaccrual
with Allowance
Loans Past
Due Over 90 Days Still Accruing
Real estate
Construction and land
$
9,301
$
—
$
—
Farmland
—
—
—
1‑4 Residential & multi-family
249
—
—
Commercial real estate
46
—
—
Agriculture
—
—
—
Commercial
20
1,030
15
Municipalities
—
—
—
Consumer and other
—
—
—
Total
$
9,616
$
1,030
$
15
12
Table of Contents
Texas Community Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Three and Six months ended June 30, 2025 and 2024
(Amounts in thousands, except share, per share data, and percentages)
December 31, 2024
Nonaccrual
without
Allowance
Nonaccrual
with Allowance
Loans Past
Due Over 90 Days Still Accruing
Real estate
Construction and land
$
301
$
—
$
—
Farmland
—
—
—
1‑4 Residential & multi-family
610
—
—
Commercial real estate
51
—
—
Agriculture
—
—
—
Commercial
23
1,140
—
Municipalities
—
—
—
Consumer and other
—
—
—
Total
$
985
$
1,140
$
—
The Company did no t recognize any interest income on nonaccrual loans during the three and six months ended June 30, 2025 or June 30, 2024.
The following table presents the amortized cost basis of collateral-dependent loans by class of loans as of June 30, 2025 and December 31, 2024:
June 30, 2025
Real
Estate
Accounts
Receivable
and
Inventory
Other
Real estate
Construction and land
$
9,301
$
—
$
—
1-4 Residential & multi-family
378
—
—
Commercial real estate
46
—
—
Commercial
—
271
779
Total
$
9,725
$
271
$
779
December 31, 2024
Real
Estate
Accounts
Receivable
and
Inventory
Other
Real estate
Construction and land
301
—
—
1-4 Residential & multi-family
$
745
$
—
$
—
Commercial real estate
51
—
—
Commercial
—
297
866
Total
$
1,097
$
297
$
866
13
Table of Contents
Texas Community Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Three and Six months ended June 30, 2025 and 2024
(Amounts in thousands, except share, per share data, and percentages)
The Company had $ 10,775 and $ 2,260 in collateral-dependent loans at June 30, 2025 and December 31, 2024, respectively.
Internal Risk Categories
A loan is considered collateral-dependent 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. Collateral dependent loans include nonperforming loans (nonaccrual loans), loans performing but with deterioration that leads to doubt regarding collectability.
Loans that do not share risk characteristics are evaluated on an individual basis. For collateral-dependent loans, where the Company has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the financial asset to be provided substantially through the operation or sale of the collateral, the allowance for credit losses is measured based on the difference between the fair value of the collateral and the amortized cost basis of the loan as of the measurement date. When repayment is expected to be from the operation of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the loan exceeds the present value of expected cash flows from the operation of the collateral. When repayment is expected to be from the sale of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the loan exceeds the fair value of the underlying collateral, less estimated costs to sell. The allowance for credit losses may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the loan.
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.
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.
14
Table of Contents
Texas Community Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Three and Six months ended June 30, 2025 and 2024
(Amounts in thousands, except share, per share data, and percentages)
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 uncollectable 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 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 credit loss methodology on an ongoing basis. No significant changes in methodology were made during the six months ended June 30, 2025.
15
Table of Contents
Texas Community Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Three and Six months ended June 30, 2025 and 2024
(Amounts in thousands, except share, per share data, and percentages)
Based on the most recent analysis performed, the risk category of loans by class of loans and gross chargeoffs as of June 30, 2025 and December 31, 2024 are as follows:
June 30, 2025
Term Loans Amortized Cost Basis by Origination Year
2025
2024
2023
2022
2021
Prior
Total
Construction and land
Risk rating
Pass
$
10,890
$
20,650
$
9,363
$
1,692
$
602
$
1,497
$
44,694
Special mention
—
—
—
—
—
—
—
Substandard
—
2,800
6,200
—
301
—
9,301
Doubtful
—
—
—
—
—
—
—
Loss
—
—
—
—
—
—
—
$
10,890
$
23,450
$
15,563
$
1,692
$
903
$
1,497
$
53,995
Farmland
Risk rating
Pass
$
762
$
3,025
$
1,680
$
1,632
$
275
$
2,429
$
9,803
Special mention
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
Loss
—
—
—
—
—
—
—
$
762
$
3,025
$
1,680
$
1,632
$
275
$
2,429
$
9,803
1-4 Residential & multi-family
Risk rating
Pass
$
7,228
$
12,651
$
28,835
$
17,888
$
27,403
$
55,811
$
149,816
Special mention
—
—
218
—
246
368
832
Substandard
—
—
1,411
—
—
748
2,159
Doubtful
—
—
—
—
—
—
—
Loss
—
—
—
—
—
—
—
$
7,228
$
12,651
$
30,464
$
17,888
$
27,649
$
56,927
$
152,807
Current period gross charge-offs
$
—
$
—
$
3
$
—
$
—
$
—
$
3
Commercial real estate
Risk rating
Pass
$
3,137
$
14,839
$
13,290
$
5,044
$
6,951
$
13,550
$
56,811
Special mention
—
—
—
—
—
678
678
Substandard
—
—
—
—
—
46
46
Doubtful
—
—
—
—
—
—
—
Loss
—
—
—
—
—
—
—
$
3,137
$
14,839
$
13,290
$
5,044
$
6,951
$
14,274
$
57,535
Agriculture
Risk rating
Pass
$
32
$
—
$
32
$
—
$
10
$
—
$
74
Special mention
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
Loss
—
—
—
—
—
—
—
$
32
$
—
$
32
$
—
$
10
$
—
$
74
Commercial
Risk rating
Pass
$
903
$
2,287
$
592
$
275
$
39
$
212
$
4,308
Special mention
—
5
—
—
—
—
5
Substandard
—
35
—
—
760
271
1,066
Doubtful
—
—
—
—
—
—
—
Loss
—
—
—
—
—
—
—
$
903
$
2,327
$
592
$
275
$
799
$
483
$
5,379
Municipalities
Risk rating
Pass
$
4,079
$
8,264
$
845
$
—
$
—
$
—
$
13,188
Special mention
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
Loss
—
—
—
—
—
—
—
$
4,079
$
8,264
$
845
$
—
$
—
$
—
$
13,188
Consumer and other
Risk rating
Pass
$
869
$
2,267
$
535
$
235
$
557
$
2
$
4,465
Special mention
—
1
1
—
—
—
2
Substandard
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
Loss
—
—
—
—
—
—
—
$
869
$
2,268
$
536
$
235
$
557
$
2
$
4,467
Current period gross charge-offs
$
21
$
—
$
—
$
—
$
—
$
—
$
21
16
Table of Contents
Texas Community Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Three and Six months ended June 30, 2025 and 2024
(Amounts in thousands, except share, per share data, and percentages)
December 31, 2024
Term Loans Amortized Cost Basis by Origination Year
2024
2023
2022
2021
2020
Prior
Total
Construction and land
Risk rating
Pass
$
26,157
$
14,188
$
4,197
$
619
$
550
$
1,140
$
46,851
Special mention
—
6,200
—
—
—
—
6,200
Substandard
30
754
—
301
—
—
1,085
Doubtful
—
—
—
—
—
—
—
Loss
—
—
—
—
—
—
—
$
26,187
$
21,142
$
4,197
$
920
$
550
$
1,140
$
54,136
Farmland
Risk rating
Pass
$
3,141
$
1,708
$
1,804
$
284
$
486
$
2,117
$
9,540
Special mention
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
Loss
—
—
—
—
—
—
—
$
3,141
$
1,708
$
1,804
$
284
$
486
$
2,117
$
9,540
1-4 Residential & multi-family
Risk rating
Pass
$
16,084
$
30,595
$
19,099
$
28,452
$
37,925
$
22,283
$
154,438
Special mention
—
219
—
—
—
198
417
Substandard
—
25
—
—
92
1,096
1,213
Doubtful
—
—
—
—
—
—
—
Loss
—
—
—
—
—
—
—
$
16,084
$
30,839
$
19,099
$
28,452
$
38,017
$
23,577
$
156,068
Current period gross charge-offs
$
—
$
16
$
—
$
—
$
—
$
—
$
16
Commercial real estate
Risk rating
Pass
$
15,600
$
13,526
$
5,160
$
7,079
$
2,953
$
11,007
$
55,325
Special mention
—
—
—
—
—
301
301
Substandard
—
—
—
—
—
442
442
Doubtful
—
—
—
—
—
—
—
Loss
—
—
—
—
—
—
—
$
15,600
$
13,526
$
5,160
$
7,079
$
2,953
$
11,750
$
56,068
Agriculture
Risk rating
Pass
$
—
$
40
$
1
$
14
$
—
$
—
$
55
Special mention
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
Loss
—
—
—
—
—
—
—
$
—
$
40
$
1
$
14
$
—
$
—
$
55
Commercial
Risk rating
Pass
$
3,443
$
910
$
345
$
86
$
94
$
265
$
5,143
Special mention
8
—
—
—
—
—
8
Substandard
23
—
—
844
57
240
1,164
Doubtful
—
—
—
—
—
—
—
Loss
—
—
—
—
—
—
—
$
3,474
$
910
$
345
$
930
$
151
$
505
$
6,315
Current period gross charge-offs
$
84
$
—
$
—
$
—
$
—
$
—
$
84
Municipalities
Risk rating
Pass
$
8,408
$
845
$
—
$
—
$
—
$
—
$
9,253
Special mention
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
Loss
—
—
—
—
—
—
—
$
8,408
$
845
$
—
$
—
$
—
$
—
$
9,253
Consumer and other
Risk rating
Pass
$
3,373
$
906
$
374
$
823
$
13
$
—
$
5,489
Special mention
2
3
1
—
—
—
6
Substandard
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
Loss
—
—
—
—
—
—
—
$
3,375
$
909
$
375
$
823
$
13
$
—
$
5,495
Current period gross charge-offs
$
66
$
14
$
6
$
—
$
—
$
—
$
86
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Texas Community Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Three and Six months ended June 30, 2025 and 2024
(Amounts in thousands, except share, per share data, and percentages)
The Company considers the performance of the loan portfolio and its impact on the allowance for credit losses. The Company also evaluates credit quality based on the aging status of the loan. The following is an aging analysis for loans as of June 30, 2025 and December 31, 2024:
June 30, 2025
30-59
Days
Past Due
60-89
Days
Past Due
90 Days
and
Greater
Total
Past Due
Current
Total
Loans
Real estate
Construction and land
$
—
$
—
$
9,301
$
9,301
$
44,694
$
53,995
Farmland
—
220
—
220
9,583
9,803
1‑4 Residential & multi-family
1,410
—
—
1,410
151,397
152,807
Commercial real estate
—
—
—
—
57,535
57,535
Agriculture
—
—
—
—
74
74
Commercial
43
2
15
60
5,319
5,379
Municipalities
—
—
—
—
13,188
13,188
Consumer and other
29
—
—
29
4,438
4,467
Total
$
1,482
$
222
$
9,316
$
11,020
$
286,228
$
297,248
December 31, 2024
30-59
Days
Past Due
60-89
Days
Past Due
90 Days
and
Greater
Total
Past Due
Current
Total
Loans
Real estate
Construction and land
$
—
$
—
$
301
$
301
$
53,835
$
54,136
Farmland
—
—
—
—
9,540
9,540
1‑4 Residential & multi-family
260
8
25
293
155,775
156,068
Commercial real estate
301
—
—
301
55,767
56,068
Agriculture
—
—
—
—
55
55
Commercial
2
—
—
2
6,313
6,315
Municipalities
—
—
—
—
9,253
9,253
Consumer and other
2
—
—
2
5,493
5,495
Total
$
565
$
8
$
326
$
899
$
296,031
$
296,930
All interest accrued but not collected for loans that are placed on nonaccrual status or are 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 status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. No interest income was recognized for loans on nonaccrual status for the three and six months ended June 30, 2025 and 2024.
The following table presents interest income recognized on loans that are collateral-dependent and individually reviewed for the three and six months ended June 30, 2025 and 2024:
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
Real estate
1-4 Residential & multi-family
$
—
$
1
$
—
$
3
Commercial
—
5
—
5
$
—
$
6
$
—
$
8
18
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Texas Community Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Three and Six months ended June 30, 2025 and 2024
(Amounts in thousands, except share, per share data, and percentages)
During the three and six months ended June 30, 2025 and 2024, there were no modifications of loans to borrowers in financial difficulty.
There have been no modifications to borrowers with financial difficulty in the three and six months ended June30, 2025 and 2024, that subsequently defaulted. The Company has no commitments to loan additional funds to borrowers whose loans have been modified but may on occasion extend financing to these borrowers.
Note 5 - 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 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, 2025 and December 31, 2024, the following financial instruments were outstanding whose contract amounts represent credit risk:
Contract Amount
June 30, 2025
December 31, 2024
Commitments to extend credit
$
32,093
$
17,954
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 Bank is party to an agreement with the Federal Reserve Bank of Boston that provides the Bank with a federal funds line of credit in an amount tied to securities on deposit with that bank. The Bank pays no fees for this line of credit and has not drawn upon it. The Bank is party to agreements with its correspondent banks that provide the Bank with unsecured lines for up to $ 8,000 federal funds lines of credit to support overnight funding needs. The Bank pays no fees for these lines of credit and has not drawn upon them. One line renews annually and the other line is in effect until either party changes the terms of the agreement.
At June 30, 2025, the Company had no commitments to purchase securities.
The Company has no 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 financial statements.
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Texas Community Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Three and Six months ended June 30, 2025 and 2024
(Amounts in thousands, except share, per share data, and percentages)
Note 6 - Supplemental Cash Flow Information
Supplemental disclosure of cash flow information is as follows:
Six Months Ended
June 30,
2025
2024
Supplemental cash flow information:
Cash paid for
Interest on deposits
$
3,685
$
3,571
Interest on FHLB advances
1,005
1,390
Other interest
6
4
Income taxes
13
—
Non-cash activities
Transfer on loans receivable to loans held for sale
$
—
26,821
Loan originations to facilitate the sale of other real estate owned
—
150
Loans transferred to other real estate owned
22
—
Premises and equipment transferred to other real estate owned
—
558
Lease liabilities arising from obtaining right-of-use assets
290
—
Note 7 - 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 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, 2025 and December 31, 2024, the Bank’s CBLR ratio was 11.32 % and 10.84 %, respectively, which exceeded all regulatory capital requirements under the CBLR framework, and the Bank was considered to be “well-capitalized.”
Under the CBLR 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, qualifying community banking organizations that exceed the 9% CBLR are 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. Qualifying community banking organizations
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Texas Community Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Three and Six months ended June 30, 2025 and 2024
(Amounts in thousands, except share, per share data, and percentages)
that elect 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.
Note 8 - 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 valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a 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 measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. There were no changes in
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Texas Community Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Three and Six months ended June 30, 2025 and 2024
(Amounts in thousands, except share, per share data, and percentages)
valuation techniques during either the three and six months ended June 30, 2025 or the year ended December 31, 2024.
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 or third-party 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.
Collateral-dependent Loans – Collateral dependent 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.
Other real estate owned – Fair values are valued at the time the loan is foreclosed upon and the asset is transferred from loans or when the asset is transferred into other real estate owned from premises and equipment. 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 inputs for determining fair value. Other real estate owned is
22
Table of Contents
Texas Community Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Three and Six months ended June 30, 2025 and 2024
(Amounts in thousands, except share, per share data, and percentages)
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, 2025 and December 31, 2024, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:
June 30, 2025
Level 1
Level 2
Level 3
Total
Inputs
Inputs
Inputs
Fair Value
Financial assets
Available for sale securities
Residential mortgage-backed
$
—
$
8,633
$
—
$
8,633
Collateralized mortgage obligations
—
44,005
—
44,005
State and municipal
—
13,305
—
13,305
Corporate bonds
—
7,245
—
7,245
Total financial assets
$
—
$
73,188
$
—
$
73,188
December 31, 2024
Level 1
Level 2
Level 3
Total
Inputs
Inputs
Inputs
Fair Value
Financial assets
Available for sale securities
Residential mortgage-backed
$
—
$
9,151
$
—
$
9,151
Collateralized mortgage obligations
—
46,568
—
46,568
State and municipal
—
13,277
—
13,277
Corporate bonds
—
6,193
—
6,193
Derivative instruments
—
419
—
419
Total financial assets
$
—
$
75,608
$
—
$
75,608
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).
23
Table of Contents
Texas Community Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Three and Six months ended June 30, 2025 and 2024
(Amounts in thousands, except share, per share data, and percentages)
The following table summarizes financial and non-financial assets measured at fair value on a nonrecurring basis as of June 30, 2025 and December 31, 2024, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:
June 30, 2025
Level 1
Level 2
Level 3
Total Fair
Inputs
Inputs
Inputs
Value
Financial assets
Collateral-dependent loans
$
—
$
—
$
751
$
751
Nonfinancial assets
Other real estate owned
—
—
428
428
$
—
$
—
$
1,179
$
1,179
December 31, 2024
Level 1
Level 2
Level 3
Total Fair
Inputs
Inputs
Inputs
Value
Financial assets
Collateral-dependent loans
$
—
$
—
$
861
$
861
Nonfinancial assets
Other real estate owned
—
—
480
480
$
—
$
—
$
1,341
$
1,341
During the three and six months ended June 30, 2025 and 2024, certain collateral-dependent loans were remeasured and reported at fair value through a specific allocation of the allowance for credit losses based upon the fair value of the underlying collateral. At June 30, 2025, collateral-dependent loans with a carrying value of $ 1,030 were reduced by specific valuation allowance allocations totaling $ 279 to a reported fair value of $ 751 . At December 31, 2024, collateral dependent loans with a carrying value of $ 1,140 were reduced by specific valuation allowance allocations totaling $ 279 to a reported fair value of $ 861 . The fair value of collateral dependent loans is determined based on collateral valuations utilizing Level 3 valuation inputs. There was a charge of $ 3 to the provision for credit losses for the six months ended June 30, 2025. There was a charge to the provision for credit losses of $ 16 as a result of valuation allowances moving from the general reserve to the specific reserve for the six months ended June 30, 2024.
At June 30, 2025, the Company had other real estate owned consisting of two bank properties that were purchased for future expansion and that have been listed for sale. During the six months ended June 30, 2025, the Company had a $ 52 write-down of other real estate owned and sold other real estate owned at a loss of $ 2 . During the six months ended June 30, 2024, the Company had a $ 78 write-down of other real estate owned and sold other real estate owned at a gain of $ 37 . At December 31, 2024, the Company had other real estate owned consisting of two bank properties that were purchased for future expansion that have been listed for sale.
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Table of Contents
Texas Community Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Three and Six months ended June 30, 2025 and 2024
(Amounts in thousands, except share, per share data, and percentages)
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
June 30, 2025
Technique
Inputs
Values
Collateral-dependent loans
$
751
Appraisal of collateral (1)
Appraisal adjustment
10 - 25
%
Other real estate owned
$
428
Appraisal of collateral (1)
Appraisal adjustment
10 - 25
%
Significant
Range of
Fair Value at
Principal Valuation
Unobservable
Significant Input
Instrument
December 31, 2024
Technique
Inputs
Values
Collateral-dependent loans
$
861
Appraisal of collateral (1)
Appraisal adjustment
10 - 25
%
Other real estate owned
$
480
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.
25
Table of Contents
Texas Community Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Three and Six months ended June 30, 2025 and 2024
(Amounts in thousands, except share, per share data, and percentages)
The estimated fair values, and related carrying amounts, of the Company’s financial instruments are as follows:
June 30, 2025
Level 1
Level 2
Level 3
Total
Total
Inputs
Inputs
Inputs
Fair Value
Carrying Value
Financial assets
Cash and cash equivalents
$
11,295
$
—
$
—
$
11,295
$
11,295
Interest bearing deposits in banks
17,311
—
—
17,311
17,311
Securities held to maturity
—
18,313
—
18,313
20,294
Loans, net
—
—
280,963
280,963
292,916
Net investment in direct financing leases
—
—
1,105
1,105
1,105
Accrued interest receivable
1,933
—
—
1,933
1,933
Restricted investments carried at cost
—
3,344
—
3,344
3,344
Mortgage servicing rights
—
—
225
225
225
Financial liabilities
Deposits
—
—
308,835
308,835
339,180
FHLB advances
—
—
49,548
49,548
49,236
Accrued interest payable
669
—
—
669
669
December 31, 2024
Level 1
Level 2
Level 3
Total
Total
Inputs
Inputs
Inputs
Fair Value
Carrying Value
Financial assets
Cash and cash equivalents
$
13,290
$
—
$
—
$
13,290
$
13,290
Interest bearing deposits in banks
9,720
—
—
9,720
9,720
Securities held to maturity
—
19,531
—
19,531
22,096
Loans, net
—
—
276,028
276,028
292,416
Net investment in direct financing leases
—
—
1,292
1,292
1,292
Accrued interest receivable
1,919
—
—
1,919
1,919
Restricted investments carried at cost
—
4,252
—
4,252
4,252
Mortgage servicing rights
—
—
230
230
230
Financial liabilities
Deposits
—
—
302,400
302,400
335,828
FHLB advances
—
—
49,911
49,911
49,878
Accrued interest payable
759
—
—
759
759
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.
Accrued interest receivable – The carrying value approximates its fair value.
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Table of Contents
Texas Community Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Three and Six months ended June 30, 2025 and 2024
(Amounts in thousands, except share, per share data, and percentages)
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 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.
FHLB advances – Current market rates for debt with similar terms and remaining maturities are used to estimate the fair value of existing debt.
Accrued interest payable – The carrying value approximates the fair value.
Note 9 - Employee Stock Ownership Plan
In connection with the mutual to stock conversion completed on July 14, 2021, 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 260,621 shares (approximately 8.0 % of the common stock issued in connection with the conversion). The loan is secured by the unallocated ESOP shares 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 $ 58 and $ 110 for the three and six months ended June 30, 2025 and $ 47 and $ 93 for the three and six months ended June 30, 2024.
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Table of Contents
Texas Community Bancshares, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Three and Six months ended June 30, 2025 and 2024
(Amounts in thousands, except share, per share data, and percentages)
A summary of the ESOP shares as of June 30, 2025 and December 31, 2024 are as follows:
June 30, 2025
December 31, 2024
Shares allocated to participants
56,768
56,768
Shares committed to be released to participants
6,905
—
Shares distributed to terminated participants
( 10,466 )
( 5,151 )
Unreleased shares
196,948
203,853
Total
250,155
255,470
Fair value of unreleased shares
$
3,161
$
3,109
Note 10 – Subsequent Events
On August 5, 2025, the Company foreclosed on a property that had been placed on nonaccrual status during the three months ended June 30, 2025. The loan’s principal balance approximates $ 6.2 million. Based on current information, we do not expect to incur a loss. A new appraisal has been ordered, and the property will be reclassified as other real estate owned.
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Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.