Cautionary Note Regarding Forward-Looking Statements





When included in this Quarterly Report on Form 10-Q, or in other documents that
Investar Holding Corporation (the "Company," "we," "our," or "us") files with
the Securities and Exchange Commission ("SEC") or in statements made by or on
behalf of the Company, words like "may," "should," "could," "predict,"
"potential," "believe," "think," "will likely result," "expect," "continue,"
"will," "anticipate," "seek," "estimate," "intend," "plan," "projection,"
"would," "outlook" and similar expressions or the negative version of those
words are intended to identify forward-looking statements as defined by the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements involve a variety of risks and uncertainties that could cause actual
results to differ materially from those described therein. The Company's
forward-looking statements are based on assumptions and estimates that
management believes to be reasonable in light of the information available at
the time such statements are made. However, many of the matters addressed by
these statements are inherently uncertain and could be affected by many factors
beyond management's control. A number of important factors could cause actual
results to differ materially from those indicated by the forward-looking
statements. These factors include, but are not limited to, the following, any
one or more of which could materially affect the outcome of future events:



• the significant risks and uncertainties for our business, results of

operations and financial condition, as well as our regulatory capital and

liquidity ratios and other regulatory requirements caused by business and

economic conditions generally and in the financial services industry in

particular, whether nationally, regionally or in the markets in which we

operate, including risks and uncertainties caused by recent disruptions in the

banking industry discussed herein, potential continued higher inflation and

interest rates, supply and labor constraints, the war in Ukraine, uncertainty

regarding whether the United States Congress will raise the statutory debt


    limit and the ongoing COVID-19 pandemic;



• our ability to achieve organic loan and deposit growth, and the composition of


    that growth;



• changes (or the lack of changes) in interest rates, yield curves and interest

rate spread relationships that affect our loan and deposit pricing, including


    potential continued increases in interest rates in 2023;



• our ability to identify and enter into agreements to combine with attractive

acquisition candidates, finance acquisitions, complete acquisitions after

definitive agreements are entered into, and successfully integrate and grow


    acquired operations;



• our adoption on January 1, 2023 of FASB ASC Topic 326 "Financial Instruments -

Credit Losses: Measurement of Credit Losses on Financial Instruments" Update

No. 2016-13 ("ASU 2016-13"), and inaccuracy of the assumptions and estimates


    we make in establishing reserves for credit losses and other estimates;



• changes in the quality or composition of our loan portfolio, including adverse

developments in borrower industries or in the repayment ability of individual


    borrowers;



• a reduction in liquidity, including as a result of a reduction in the amount

of deposits we hold or other sources of liquidity, which may continue to be

adversely impacted by the recent disruptions in the banking industry causing

bank depositors to move uninsured deposits to other banks or alternative


    investments outside the banking industry;



• changes in the quality and composition of, and changes in unrealized losses

in, our investment portfolio, including whether we may have to sell securities


    before their recovery of amortized cost basis and realize losses;



• the extent of continuing client demand for the high level of personalized

service that is a key element of our banking approach as well as our ability


    to execute our strategy generally;



• our dependence on our management team, and our ability to attract and retain


    qualified personnel;



• the concentration of our business within our geographic areas of operation in

Louisiana, Texas and Alabama;




  • concentration of credit exposure;



• any deterioration in asset quality and higher loan charge-offs, and the time


    and effort necessary to resolve problem assets;



• cessation of the one-week and two-month U.S. dollar settings of LIBOR as of

December 31, 2021 and the announced cessation of the remaining U.S. dollar

LIBOR setting after June 30, 2023, and the related effect on our LIBOR-based

financial products and contracts, including, but not limited to, hedging


    products, debt obligations, investments and loans;



• ongoing disruptions in the oil and gas industry due to the significant


    fluctuations in the price of oil and natural gas;




  • data processing system failures and errors;




  • cyberattacks and other security breaches;




  • potential impairment of our goodwill and other intangible assets;



• our potential growth, including our entrance or expansion into new markets,


    and the need for sufficient capital to support that growth;




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• the impact of litigation and other legal proceedings to which we become


    subject;



• competitive pressures in the commercial finance, retail banking, mortgage

lending and consumer finance industries, as well as the financial resources


    of, and products offered by, competitors;



• the impact of changes in laws and regulations applicable to us, including

banking, securities and tax laws and regulations and accounting standards, as

well as changes in the interpretation of such laws and regulations by our


    regulators;




  • changes in the scope and costs of FDIC insurance and other coverages;



• governmental monetary and fiscal policies, including the potential for the

Federal Reserve Board to raise target interest rates multiple times during


    2023;



• hurricanes, tropical storms, tropical depressions, floods, winter storms, and

other adverse weather events, all of which have affected the Company's market

areas from time to time; other natural disasters; oil spills and other

man-made disasters; acts of terrorism, an outbreak or intensifying of

hostilities including the war in Ukraine or other international or domestic


    calamities, acts of God and other matters beyond our control; and




  • other circumstances, many of which are beyond our control.




These factors should not be construed as exhaustive. Additional information on
these and other risk factors can be found in Item 1A. "Risk Factors" and Item 7.
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Special Note Regarding Forward-Looking Statements" in the Company's
Annual Report on Form 10-K for the year ended December 31, 2022, filed with the
SEC on March 8, 2023 (the "Annual Report") and in Part II Item 1A. "Risk
Factors" of this report.



Because forward-looking statements are inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified, you should not
rely on any forward-looking statement as a prediction of future events. We
expressly disclaim any obligation or undertaking to update our forward-looking
statements, and we do not intend to release publicly any updates or changes in
our expectations concerning the forward-looking statements or any changes in
events, conditions or circumstances upon which any forward-looking statement may
be based, except as required by law.



Company Overview



This section presents management's perspective on the consolidated financial
condition and results of operations of the Company and its wholly-owned
subsidiary, Investar Bank, National Association (the "Bank"). The following
discussion and analysis should be read in conjunction with our unaudited
consolidated financial statements and related notes thereto included herein, and
the audited consolidated financial statements for the year ended December 31,
2022, including the notes thereto, and the related Management's Discussion and
Analysis of Financial Condition and Results of Operations in the Annual Report.



Through the Bank, we provide full banking services, excluding trust services,
tailored primarily to meet the needs of individuals, professionals, and small to
medium-sized businesses. Our primary areas of operation are south Louisiana,
including Baton Rouge, New Orleans, Lafayette, Lake Charles, and their
surrounding areas; southeast Texas, primarily Houston and its surrounding area;
and Alabama, including York and Oxford and their surrounding areas. Our Bank
commenced operations in 2006 and we completed our initial public offering in
July 2014. On July 1, 2019, the Bank changed from a Louisiana state bank charter
to a national bank charter and its name changed to Investar Bank, National
Association. Our strategy includes organic growth through high quality loans and
growth through acquisitions, including whole-bank acquisitions and strategic
branch acquisitions. At March 31, 2023, we operated 28 full service branches
comprised of 20 full service branches in Louisiana, two full service branches in
Texas, and six full service branches in Alabama. We have completed seven
whole-bank acquisitions since 2011 and regularly review acquisition
opportunities. In addition to our branches acquired through acquisitions, during
our last three fiscal years and year-to-date March 31, 2023, we opened two de
novo branch locations. As of March 31, 2023 and December 31, 2022, estimated
uninsured deposits represented approximately 32% and 34%, respectively, of our
total deposits.



We closed five branches during our last three fiscal years, and one in Louisiana
during the first quarter of 2023, as we continued to evaluate opportunities to
improve our branch network efficiency, leverage our digital initiatives and
further reduce costs. Four of the branches had been acquired, and the closures
involved anticipated synergies that resulted in significant cost savings. In
2022, we sold these five former branch locations and three tracts of land that
were being held for future branch locations. On January 27, 2023, we completed
our previously announced sale of certain assets, deposits and other liabilities
associated with our Alice, Texas and Victoria, Texas branch locations to First
Community Bank in order to focus more on our core markets. Of the Bank's entire
branch network, these two locations were geographically the most distant from
our Louisiana headquarters.



Our principal business is lending to and accepting deposits from individuals and
small to medium-sized businesses in our areas of operation. We generate our
income principally from interest on loans and, to a lesser extent, our
securities investments, as well as from fees charged in connection with our
various loan and deposit services. Our principal expenses are interest expense
on interest-bearing customer deposits and borrowings, salaries and employee
benefits, occupancy costs, data processing and other operating expenses. We
measure our performance through our net interest margin, return on average
assets, and return on average equity, among other metrics, while seeking to
maintain appropriate regulatory leverage and risk-based capital ratios.



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Certain Events That Affect Period-over-Period Comparability





Rising Inflation and Interest Rates. During the entirety of 2021, the federal
funds target rate was 0% to 0.25%, and it remained at that rate until March
2022. Inflation reached a near 40-year high in late 2021, driven in large part
by economic recovery from the ongoing COVID-19 pandemic, and continued to be
high during 2022 and 2023. In response, the Federal Reserve raised interest
rates seven times during 2022 and twice in the first quarter of 2023. Between
the first quarter of 2022 and the first quarter of 2023, the Federal Reserve has
made incremental increases to the target rate, raising, on a cumulative basis,
the target rate from 0% to 0.25% by 475 basis points to 4.75% to 5.00%.



The Federal Reserve increased the target rate again on May 3, 2023 to 5.00% to 5.25%, and may increase rates again during the remainder of 2023.





Recent Disruptions in the Banking Industry. Between March 10, 2023 and March 12,
2023, state banking supervisors closed Silicon Valley Bank ("SVB") and Signature
Bank and named the FDIC as receiver. At the time of closure, they were among the
30 largest U.S. banks. While the reasons for their failure are complex and have
not been fully investigated, reports indicate that, among other things, both
banks had grown in asset size in recent periods at a faster rate than their
peers, had large proportions of uninsured deposits (approximately 87.5% and
89.7% of total deposits, respectively) and high unrealized losses on investment
securities. SVB's business strategy focused on serving the technology and
venture capital sectors, and Signature Bank had significant exposure to deposits
from the digital asset industry. Prior to their closure, both banks experienced
sudden and rapid deposit withdrawals. These events caused bank deposit
customers, particularly those with uninsured deposits, to become concerned
regarding the safety of their deposits, and in some cases caused customers to
withdraw deposits. In response to the disruptions, among other things, the
Federal Reserve announced a new Bank Term Funding Program ("BTFP") to provide
eligible banks with loans of up to one-year maturity backed by collateral
pledged at par value. On April 24, 2023, San Francisco-based First Republic
Bank, also among the 30 largest U.S. banks, reported a large deposit outflow and
substantially reduced net income. First Republic Bank also had a large
proportion of uninsured deposits (67% as of December 31, 2022). On May 1, 2023,
regulators seized First Republic Bank and sold all of its deposits and most of
its assets to JPMorgan Chase Bank.



In response to the disruptions and related publicity, we formed an internal task
force that included members of our Asset/Liability Committee ("ALCO"). The task
force met frequently to review our liquidity position and liquidity sources, and
oversaw the Bank's process to qualify for the BTFP in case needed. In addition,
we took steps to inform our customers about our financial position, liquidity
and insured deposit products. As of March 31, 2023, estimated uninsured deposits
represented approximately 32% of our total deposits. For additional information,
see "Discussion and Analysis of Financial Condition - Deposits, Liquidity and
Capital Resources" and Part II. Item 1A. Risk Factors.



Adoption of ASU 2016-13. As discussed throughout this report, we adopted ASU
2016-13 on January 1, 2023, and recorded a one-time, cumulative
effect adjustment that increased the allowance for credit losses by $5.9 million
and decreased retained earnings, net of tax, by $4.3 million.



Sale of Two Branches to First Community Bank. On January 27, 2023, we completed
the previously announced sale of certain assets, deposits and other liabilities
associated with the Alice and Victoria, Texas locations to First Community Bank,
a Texas state bank located in Corpus Christi, Texas. We sold approximately $13.9
million in loans and $14.5 million in deposits.



Branch Closures. We closed one branch location in Baton Rouge, Louisiana and one branch location in Westlake, Louisiana in May 2022. We closed one branch in Central, Louisiana in March 2023. We do not expect to open de novo branches during the remainder of 2023.





COVID-19 Pandemic. The COVID-19 pandemic and related governmental control
measures severely disrupted financial markets and overall economic conditions in
2020 and 2021. While the impact of the pandemic and the associated uncertainties
remained in 2022 and 2023, there has been significant progress made with
COVID-19 vaccination levels, which has resulted in the easing of restrictive
measures in the United States. At the same time, many industries continue to
experience supply chain disruptions and labor shortages. Inflation has also
increased significantly, and in response the Federal Reserve has raised the
federal funds target rate multiple times in 2022 and 2023, as discussed above.
Oil and gas prices have also been volatile due in part to the pandemic and the
war in Ukraine. On April 10, 2023, the COVID-19 national emergency was ended by
Congress, and the national public health emergency is set to end on May 11,
2023. For additional information, see our Annual Report, Item 1A. Risk Factors,
Risks Related to our Business "The ongoing COVID-19 pandemic, or a similar
health crisis, may adversely affect our business, employees, borrowers,
depositors, counterparties and third-party service providers."



Subordinated Debt Issuance and Redemption. In April 2022, we completed a private
placement of $20.0 million in aggregate principal amount of our 5.125%
Fixed-to-Floating Subordinated Notes due 2032 (the "2032 Notes"). In June 2022,
we used the majority of the proceeds to redeem $18.6 million of our 2017
issuance of 6.00% Fixed-to-Floating Rate Subordinated Notes due 2027 (the "2027
Notes"). We utilized the remaining proceeds for share repurchases and for
general corporate purposes.



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Overview of Financial Condition and Results of Operations





For the three months ended March 31, 2023, net income was $3.8 million, or $0.38
per basic and diluted common share, compared to net income of $10.1 million,
or $0.98 and $0.97 per basic and diluted common share, for the three months
ended March 31, 2022. Net income decreased primarily due to a $4.8 million
decrease in noninterest income and a $1.6 million decrease in net interest
income. The decrease in noninterest income is mainly attributable to $3.3
million in swap termination fees recorded during three months ended March 31,
2022 and a loss on sale or disposition of fixed assets of $0.9 million during
the three months ended March 31, 2023, resulting from the sale of the Alice and
Victoria, Texas branches, compared to a gain on sale or disposition of fixed
assets of $0.4 million for three months ended March 31, 2022. The decrease in
net interest income was a result of an $8.8 million increase in interest expense
partially offset by a $7.1 million increase in interest income. At March 31,
2023, the Company and Bank each were in compliance with all regulatory capital
requirements, and the Bank was considered "well-capitalized" under the FDIC's
prompt corrective action regulations. Other key components of our performance
for the three months ended March 31, 2023 compared to the three months ended
March 31, 2022 are summarized below.



? Total loans increased $4.3 million, or 0.2%, to $2.11 billion at March 31,

2023, compared to $2.10 billion at December 31, 2022. Excluding

loans associated with the Alice and Victoria, Texas branches sold to First

Community Bank, total loans increased $18.2 million, or 0.9%, to $2.11 billion


    at March 31, 2023, compared to $2.09 billion at December 31, 2022.



? Credit quality metrics improved as nonperforming loans were 0.27% of total


    loans at March 31, 2023, compared to 0.54% at December 31, 2022.



? On January 1, 2023, Investar adopted ASU 2016-13. Also referred to as the

Current Expected Credit Loss ("CECL") standard, ASU 2016-13 requires the

measurement of all expected credit losses for financial assets held at the

reporting date based on historical experience, current conditions, and

reasonable and supportable forecasts. Upon adoption, we recorded a one-time,

cumulative effect adjustment to increase the allowance for credit losses by

$5.9 million and reduce retained earnings, net of tax, by $4.3 million.



? Total deposits increased $63.3 million, or 3.0%, to $2.15 billion at March 31,

2023, compared to $2.08 billion at December 31, 2022. Noninterest-bearing

deposits decreased $72.5 million, or 12.5%, to $508.2 million at March 31,

2023, compared to $580.7 million at December 31, 2022. Time deposits and

brokered time deposits increased, and other deposit categories decreased. As

of March 31, 2023, estimated uninsured deposits represented approximately 32%


    of our total deposits.




  ? Net interest income for the three months ended March 31, 2023 was $20.2

million, a decrease of $1.6 million, or 7.6%, compared to $21.8 million for

the three months ended March 31, 2022, driven primarily by an increase in the

rates paid on interest-bearing liabilities partially offset by increases in


    the volume and yield earned on interest-earning assets.



? We experienced pressure on our net interest margin as interest rates rose

rapidly and we raised rates offered on deposits and incurred higher costs on

our borrowings. For the three months ended March 31, 2023, our net interest

margin was 3.13%, compared to 3.75% for the three months ended March 31, 2022.

? Return on average assets decreased to 0.57% for the three months ended March

31, 2023, compared to 1.60% for the three months ended March 31, 2022. Return

on average equity was 7.04% for the three months ended March 31, 2023 compared


    to 16.64% for the three months ended March 31, 2022.




  ? During the three months ended March 31, 2023, we paid $0.9 million to

repurchase 45,975 shares of common stock, compared to paying $1.5 million to

repurchase 77,248 shares of common stock during the three months ended March

31, 2022, and we paid $0.9 million in cash dividends on our common stock,


    compared to $0.8 million in the first quarter of 2022.



? We held $31.3 million of cash and cash equivalents at March 31, 2023 and

maintained $899.3 million of available funding from Federal Home Loan Bank

advances, the BTFP, and unsecured lines of credit with correspondent banks.

Although we do not plan to utilize the BTFP, our borrowing capacity under the

BTFP is $181.1 million as of April 30, 2023, based on the value of unpledged

securities available to be used as collateral, valued at par value as

permitted under the program. Cash and cash equivalents and available funding


    represent 136% of uninsured deposits at March 31, 2023.



? Accumulated other comprehensive loss improved $4.7 million, or 9.5%, to $44.3

million for the quarter ended March 31, 2023, compared to $48.9 million for

the quarter ended December 31, 2022. Available for sale securities comprised

98% of total investment securities at March 31, 2023 and December 31, 2022.






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Discussion and Analysis of Financial Condition





Loans



General. Loans constitute our most significant asset, comprising 77% and 76% of
our total assets at March 31, 2023 and December 31, 2022, respectively. Total
loans increased $4.3 million, or 0.2%, to $2.11 billion at March 31, 2023,
compared to $2.10 billion at December 31, 2022. The increase in loans was
primarily the result of organic growth. Given the rising interest rate
environment, we are emphasizing origination of high margin loans that
promote long-term profitability.



The table below sets forth the balance of loans outstanding by loan type as of the dates presented, and the percentage of each loan type to total loans (dollars in thousands).





                                                   March 31, 2023                     December 31, 2022
                                                            Percentage of                       Percentage of
                                             Amount          Total Loans         Amount          Total Loans
Construction and development               $   210,274                10.0 %   $   201,633                 9.6 %
1-4 Family                                     401,329                19.0         401,377                19.1
Multifamily                                     80,980                 3.8          81,812                 3.9
Farmland                                        10,731                 0.5          12,877                 0.6
Commercial real estate
Owner-occupied                                 433,585                20.6         445,148                21.1
Nonowner-occupied                              533,572                25.3         513,095                24.4
Total mortgage loans on real estate          1,670,471                79.2       1,655,942                78.7
Commercial and industrial                      425,093                20.2         435,093                20.7
Consumer                                        13,480                 0.6          13,732                 0.6
Total loans                                $ 2,109,044                 100 %   $ 2,104,767                 100 %




At March 31, 2023, the Company's business lending portfolio, which consists of
loans secured by owner-occupied commercial real estate properties and commercial
and industrial loans, was $858.7 million, a decrease of $21.6 million, or 2.4%,
compared to $880.2 million at December 31, 2022. The decrease in the business
lending portfolio is primarily driven by tighter underwriting standards and
lower demand due to economic pressures. We also experienced a $20.5 million
increase in nonowner-occupied loans due to organic growth.



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The following table sets forth loans outstanding at March 31, 2023, which, based
on remaining scheduled repayments of principal, are due in the periods
indicated. Loans with balloon payments and longer amortizations are often
repriced and extended beyond the initial maturity when credit conditions remain
satisfactory. Demand loans, loans having no stated schedule of repayments and no
stated maturity and overdrafts are reported below as due in one year or less
(dollars in thousands).



                                         After One        After Five         After Ten          After
                         One Year      Year Through      Years Through     Years Through       Fifteen
                         or Less        Five Years         Ten Years       Fifteen Years        Years           Total
Construction and
development             $  110,753     $      41,812     $      29,783     $      10,228     $    17,698     $   210,274
1-4 Family                  49,276            82,103            50,221            24,053         195,676         401,329
Multifamily                  4,238            62,754            12,462               446           1,080          80,980
Farmland                     4,231             4,649             1,851                 -               -          10,731
Commercial real
estate
Owner-occupied              23,765            83,987           206,899           110,116           8,818         433,585
Nonowner-occupied           36,436           270,168           176,254            50,497             217         533,572
Total mortgage loans
on real estate             228,699           545,473           477,470           195,340         223,489       1,670,471
Commercial and
industrial                 163,922            89,557           102,267            61,347           8,000         425,093
Consumer                     3,391             8,368             1,182               374             165          13,480
Total loans             $  396,012     $     643,398     $     580,919     $     257,061     $   231,654     $ 2,109,044




Loan Concentrations. Loan concentrations are considered to exist when there are
amounts loaned to multiple borrowers engaged in similar activities that would
cause them to be similarly impacted by economic or other conditions. At March
31, 2023 and December 31, 2022, we had no concentrations of loans exceeding 10%
of total loans other than loans in the categories listed in the table above.



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Investment Securities



We purchase investment securities primarily to provide a source for meeting
liquidity needs, with return on investment a secondary consideration. We also
use investment securities as collateral for certain deposits and other types of
borrowings. Investment securities represented 15% of our total assets and
totaled $414.2 million at March 31, 2023, an increase of $0.7 million, or 0.2%,
from $413.5 million at December 31, 2022. The increase in investment securities
at March 31, 2023 compared to December 31, 2022 was driven by a $1.5 million
increase in commercial mortgage-backed securities and a $0.5 million increase in
corporate bonds partially offset by decreases in all other categories of
investments compared to December 31, 2022.



The table below shows the carrying value of our investment securities portfolio
by investment type and the percentage that such investment type comprises of our
entire portfolio as of the dates indicated (dollars in thousands).



                                                  March 31, 2023                  December 31, 2022
                                                         Percentage of                      Percentage of
                                            Balance        Portfolio          Balance         Portfolio
Obligations of the U.S. Treasury and
U.S. government agencies and
corporations                               $  29,408                7.1 %   $    29,805                7.2 %
Obligations of state and political
subdivisions                                  23,251                5.6          23,916                5.8
Corporate bonds                               30,480                7.4          29,942                7.2
Residential mortgage-backed securities       254,324               61.4         254,618               61.6
Commercial mortgage-backed securities         76,692               18.5          75,191               18.2
Total                                      $ 414,155                100 %   $   413,472                100 %




The investment portfolio consists of available for sale ("AFS") and held to
maturity ("HTM") securities. We classify debt securities as HTM if management
has the positive intent and ability to hold the securities to maturity. HTM debt
securities are stated at amortized cost. Securities not classified as HTM are
classified as AFS. As of March 31, 2023, AFS securities comprised 98% of our
total investment securities.



We adopted ASU 2016-13 effective January 1, 2023. Due to the nature of the
investments, current market prices, and the current interest rate environment,
we determined that the declines in the fair values of the AFS and HTM securities
portfolio were not attributable to credit losses. Accordingly, there was no
adjustment made to the amortized cost basis upon adoption. The carrying values
of our AFS securities are adjusted for unrealized gains or losses not
attributable to credit losses as valuation allowances, and any gains or losses
are reported on an after-tax basis as a component of other comprehensive income
(loss). For additional information regarding accounting for our investment
securities upon the adoption of ASU 2016-13, see Note 1. Summary of Significant
Accounting Policies - Accounting Standards Adopted in 2023 in the Notes to
Consolidated Financial Statements contained in Part I Item 1. "Financial
Statements" included herein.



The table below sets forth the stated maturities and weighted average yields of
our investment debt securities based on the amortized cost of our investment
portfolio at March 31, 2023 (dollars in thousands).



                                                   After One Year Through Five      After Five Years Through
                           One Year or Less                   Years                         Ten Years                After Ten Years
                           Amount       Yield        Amount            Yield         Amount            Yield        Amount       Yield
Held to maturity:
Obligations of state
and political
subdivisions             $      915       5.88 %   $      960             5.88 %   $    3,536             3.59 %   $       -          - %
Residential
mortgage-backed
securities                        -          -              -                -              -                -         2,637       3.06
Available for sale:
Obligations of the
U.S. Treasury and U.S.
government agencies
and corporations                619       2.88         13,664             4.02         15,073             5.92           430       5.65
Obligations of state
and political
subdivisions                     92       3.42          1,843             2.42          9,117             2.40         8,915       2.78
Corporate bonds                 600       4.23         12,581             3.56         16,550             4.45         4,000       2.69
Residential
mortgage-backed
securities                        -          -              -                -          6,102             2.75       288,459       2.26
Commercial
mortgage-backed
securities                      678       2.76          6,253             3.84          4,041             2.96        73,315       3.42
                         $    2,904                $   35,301                      $   54,419                      $ 377,756




The maturity of mortgage-backed securities reflects scheduled repayments based
upon the contractual maturities of the securities. Weighted average yields on
tax-exempt obligations have been computed on a fully tax equivalent basis
assuming a federal tax rate of 21%.



As of March 31, 2023, we had $56.7 million in unrealized losses, primarily
attributable to investment debt securities with contractual maturities due after
10 years, and $0.5 million in unrealized gains in our AFS investment securities
portfolio. For additional information, see Note 3. Investment Securities in the
Notes to Consolidated Financial Statements contained in Part I Item 1.
"Financial Statements" herein.



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Deposits


The following table sets forth the composition of our deposits and the percentage of each deposit type to total deposits at March 31, 2023 and December 31, 2022 (dollars in thousands).





                                                   March 31, 2023                     December 31, 2022
                                                            Percentage of                       Percentage of
                                             Amount        Total Deposits        Amount        Total Deposits
Noninterest-bearing demand deposits        $   508,241                23.7 %   $   580,741                27.9 %
Interest-bearing demand deposits               538,515                25.1         565,598                27.1
Money market deposit accounts                  180,402                 8.4         208,596                10.0
Savings accounts                               137,336                 6.4         155,176                 7.5
Brokered time deposits                         146,270                 6.8           9,990                 0.5
Time deposits                                  634,883                29.6         562,264                27.0
Total deposits                             $ 2,145,647                 100 %   $ 2,082,365                 100 %




Total deposits were $2.15 billion at March 31, 2023, an increase of $63.3
million, or 3.0%, compared to $2.08 billion at December 31, 2022. Time deposits
and brokered time deposits increased, and other deposit categories decreased.
The majority of the increase in time deposits at March 31, 2023 compared to
December 31, 2022 is due to existing customer funds migrating from other deposit
categories. Beginning in the fourth quarter of 2022, management utilized
brokered time deposits, entirely in denominations of less than $250,000, to
secure fixed cost funding and reduce short-term borrowings. We were able to
offset core deposit decreases with time deposits and brokered time deposits. The
weighted average duration of brokered time deposits at March 31, 2023 was
approximately 17 months with a weighted average rate of 4.91%.



Our deposit mix shifted as interest rates rose, as noninterest-bearing deposits
as a percentage of total deposits decreased to 23.7% at March 31, 2023 compared
to 27.9% at December 31, 2022. Brokered time deposits and time deposits as a
percentage of total deposits increased to 6.8% and 29.6%, respectively, at March
31, 2023 compared to 0.5% and 27.0%, respectively, at December 31, 2022.



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Borrowings



At March 31, 2023, total borrowings include federal funds purchased through
unsecured lines of credit with First National Bankers Bank and The Independent
Bankers Bank, advances from the Federal Home Loan Bank ("FHLB"), subordinated
debt issued in 2019 and 2022, and junior subordinated debentures assumed through
acquisitions.



We had no securities sold under agreements to repurchase at March 31,
2023 and December 31, 2022. Our advances from the FHLB were $300.1 million at
March 31, 2023, a decrease of $86.9 million, or 22.5%, from FHLB advances
of $387.0 million at December 31, 2022. FHLB advances are used to fund increased
loan and investment activity that is not funded by deposits or other borrowings.



We had $0.4 million of federal funds purchased through our unsecured lines of
credit at March 31, 2023 and no outstanding balances drawn at December 31,
2022. The carrying value of the subordinated debt was $44.2 million at
both March 31, 2023 and December 31, 2022. The $8.5 million in junior
subordinated debt at both March 31, 2023 and December 31, 2022 represents the
junior subordinated debentures that we assumed through acquisitions.



The average balances and cost of short-term borrowings for the three months ended March 31, 2023 and 2022 are summarized in the table below (dollars in thousands).





                                                  Average Balances                  Cost of Short-term Borrowings
                                           March 31,
                                              2023         March 31, 2022      March 31, 2023          March 31, 2022
Federal funds purchased, FHLB advances
and other short-term borrowings            $  301,033     $             52                4.80 %                  0.66 %
Securities sold under agreements to
repurchase                                          -                5,564                   -                    0.15
Total short-term borrowings                $  301,033     $          5,616                4.80 %                  0.15 %




The main source of our short-term borrowings are advances from the FHLB. The
rate charged for these advances is directly tied to the Federal Reserve Bank's
federal funds target rate. As previously discussed, the Federal Reserve has
raised the federal funds target rate multiple times in 2022 and 2023. As of
March 31, 2023, the federal funds target rate was 4.75% to 5.00%.



2032 Notes. On April 6, 2022, we entered into a Subordinated Note Purchase
Agreement with certain institutional accredited investors and qualified
institutional buyers (the "Purchasers") under which we issued $20.0 million in
aggregate principal amount of our 2032 Notes to the Purchasers at a price equal
to 100% of the aggregate principal amount of the 2032 Notes. The 2032 Notes were
issued under an indenture, dated April 6, 2022 (the "Indenture"), by and among
the Company and UMB Bank, National Association, as trustee.



The 2032 Notes have a stated maturity date of April 15, 2032 and will bear
interest at a fixed rate of 5.125% per year from and including April 6, 2022 to
but excluding April 15, 2027 or earlier redemption date. From April 15, 2027 to
but excluding the stated maturity date or earlier redemption date, the 2032
Notes will bear interest at a floating rate equal to the then
current three-month term secured overnight financing rate ("SOFR"),
plus 277 basis points. As provided in the 2032 Notes, the interest rate on the
2032 Notes during the applicable floating rate period may be determined based on
a rate other than three-month term SOFR. The 2032 Notes may be redeemed, in
whole or in part, on or after April 15, 2027 or, in whole but not in part, under
certain other limited circumstances set forth in the Indenture. Any redemption
we made would be at a redemption price equal to 100% of the principal balance
being redeemed, together with any accrued and unpaid interest to the date of
redemption.



Principal and interest on the 2032 Notes are subject to acceleration only in
limited circumstances in the case of certain bankruptcy and insolvency-related
events with respect to us. The 2032 Notes are the unsecured, subordinated
obligations of the Company and rank junior in right of payment to our current
and future senior indebtedness and to our obligations to our general
creditors. The 2032 Notes are intended to qualify as tier 2 capital for
regulatory purposes.



We used the majority of the net proceeds to redeem our 2027 Notes in June 2022 and utilized the remaining proceeds for share repurchases and general corporate purposes.





For a description of our 2029 Notes, which are outstanding at March 31, 2023,
and our 2027 Notes, which have been redeemed as of March 31, 2023, see our
Annual Report, Part II Item 7. "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Discussion and Analysis of
Financial Condition - Borrowings - 2029 Notes and 2027 Notes" and Note 11 to the
financial statements included in such report.



Stockholders' Equity



Stockholders' equity was $218.5 million at March 31, 2023, an
increase of $2.7 million compared to December 31, 2022. The increase is
primarily attributable to a $4.7 million decrease in accumulated other
comprehensive loss due to an increase in the fair value of the Bank's
AFS securities portfolio and $3.8 million of net income for the quarter,
partially offset by the adoption of the CECL standard, reflected as a one-time,
cumulative effect adjustment to retained earnings that decreased retained
earnings by $4.3 million after tax. Stockholders' equity was also reduced during
the quarter by the payment of $0.9 million in dividends and $0.9 million to
repurchase shares.



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Results of Operations


Net Interest Income and Net Interest Margin





Net interest income, our principal source of earnings, is the difference between
the interest income generated by interest-earning assets and the total interest
cost of the deposits and borrowings obtained to fund those assets. Factors
affecting the level of net interest income include the volume of
interest-earning assets and interest-bearing liabilities, yields earned on loans
and investments and rates paid on deposits and other borrowings, the level of
nonperforming loans, the amount of noninterest-bearing liabilities supporting
interest-earning assets, and the interest rate environment.



The primary factors affecting net interest margin are changes in interest rates,
competition, and the shape of the interest rate yield curve. The Federal Reserve
Board sets various benchmark rates, including the federal funds rate, and
thereby influences the general market rates of interest, including the deposit
and loan rates offered by financial institutions. The Federal Reserve increased
the federal funds target rate a total of seven times during 2022 and, as of
March 31, 2023, twice during 2023 to 4.75% to 5.00%, as discussed in Certain
Events That Affect Period-over-Period Comparability - Rising Inflation and
Interest Rates.



Three months ended March 31, 2023 vs. three months ended March 31, 2022. Net
interest income decreased 7.6% to $20.2 million for the three months ended March
31, 2023 compared to $21.8 million for the same period in 2022. The decrease is
primarily due to an increase in both volume of and rates paid on
interest-bearing liabilities partially offset by increases in both the volume of
interest-earning assets and the yield earned on those assets. Average short-term
borrowings increased $295.4 million, as we utilized advances from the FHLB to
fund loan growth and investment activity, and resulted in a $3.6 million
increase in interest expense compared to the same period in 2022. Average time
deposits increased $181.0 million primarily due to higher rates offered
and customer funds migrating from other deposit categories, which resulted in a
$3.2 million increase in interest expense compared to the same period in
2022. Average brokered time deposits were $67.1 million during the three months
ended March 31, 2023 compared to none during the three months ended March 31,
2022. Average loans increased $241.2 million primarily due to organic growth,
which in addition to higher loan yields, resulted in a $5.6 million increase in
interest income compared to the same period in 2022. Our yield on
interest-earning assets increased as did our rate paid on interest-bearing
liabilities primarily as a result of the overall increase in prevailing interest
rates.



Interest income was $31.0 million for the three months ended March 31, 2023,
compared to $23.9 million for the same period in 2022. Loan interest income made
up substantially all of our interest income for the three months ended March 31,
2023 and 2022, although interest on investment securities contributed 10.3% of
interest income during the first quarter of 2023 compared to 8.2% during the
first quarter of 2022. An increase in interest income of $3.0 million can be
attributed to the change in the volume of interest-earning assets, and an
increase of $4.1 million can be attributed to an increase in the yield earned on
those assets. The overall yield on interest-earning assets
was 4.80% and 4.10% for the three months ended March 31, 2023 and 2022,
respectively. The loan portfolio yielded 5.27% and 4.73% for the three months
ended March 31, 2023 and March 31, 2022, respectively, while the yield on the
investment portfolio was 2.72% for the three months ended March 31, 2023
compared to 1.90% for the three months ended March 31, 2022. The increase in the
overall yield on interest-earning assets compared to the quarter ended March 31,
2022 was primarily driven by a 54 basis point increase in the yield on the loan
portfolio and an 87 basis point increase in the yield on the taxable investment
securities portfolio.



Interest expense was $10.8 million for the three months ended March 31, 2023, an
increase of $8.8 million compared to interest expense of $2.0 million for the
three months ended March 31, 2022. An increase of $7.9 million resulted from
the increase in the cost of interest-bearing liabilities, primarily short-term
borrowings and time deposits, and an increase in interest expense of $0.8
million resulted from the change in volume of interest-bearing liabilities.
Average interest-bearing liabilities increased approximately $249.1 million for
the three months ended March 31, 2023 compared to the same period
in 2022 as average short- and long-term borrowings increased by
$268.1 million while average interest-bearing deposits decreased by $19.0
million. As previously discussed, the federal funds target rate was 4.75% to
5.00% as of March 31, 2023, which affects the rate we pay for immediately
available overnight funds, long-term borrowings, and deposits. We increased
rates offered on our interest-bearing products in order to remain competitive in
our markets. The cost of deposits increased 137 basis points to 1.62% for the
three months ended March 31, 2023 compared to 0.25% for the three months ended
March 31, 2022 as a result of the utilization of brokered time deposits to
secure fixed cost funding and reduce short-term borrowings, increases in both
the average balance of and rates paid for time deposits, and an increase in
rates paid for interest-bearing demand deposits. The cost of interest-bearing
liabilities increased 175 basis points to 2.23% for the three months ended March
31, 2023 compared to 0.48% for the same period in 2022, due to both a higher
average balance of and an increased cost of short-term borrowings, the cost of
which is driven by the Federal Reserve's federal funds rate and increase in the
cost of deposits.



Net interest margin was 3.13% for the three months ended March 31, 2023, a
decrease of 62 basis points from 3.75% for the three months ended March 31,
2022. The decrease in net interest margin was primarily driven by a 175 basis
point increase in the cost of interest-bearing liabilities partially offset by
a 70 basis point increase in the yield on interest-earning assets. We
experienced margin pressure beginning late in 2022, which continued into 2023.
We raised rates offered on deposits and incurred higher costs on our
borrowings compared to the three months ended March 31, 2022. We may experience
additional pressure on our net interest margin if our cost of funds increases
faster than the yield on our interest-earning assets.



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Average Balances and Yields. The following table sets forth average balance sheet data, including all major categories of interest-earning assets and interest-bearing liabilities, together with the interest earned or paid and the average yield or rate paid on each such category for the three months ended March 31, 2023 and 2022. Averages presented in the table below are daily averages (dollars in thousands).





                                                                      Three months ended March 31,
                                                       2023                                                  2022
                                                   Interest                                              Interest
                                   Average         Income/                               Average         Income/
                                   Balance        Expense(1)       Yield/ Rate(1)        Balance        Expense(1)       Yield/ Rate(1)
Assets
Interest-earning assets:
Loans                            $ 2,103,989     $     27,359                 5.27 %   $ 1,862,775     $     21,726                 4.73 %
Securities:
Taxable                              459,099            3,085                 2.73         395,828            1,814                 1.86
Tax-exempt                            16,496              105                 2.58          22,248              141                 2.58
Interest-earning balances with
banks                                 35,513              428                 4.89          77,461              186                 0.97
Total interest-earning assets      2,615,097           30,977                 4.80       2,358,312           23,867                 4.10
Cash and due from banks               31,356                                                44,900
Intangible assets                     43,000                                                43,928
Other assets                          76,695                                               134,491
Allowance for credit losses          (30,325 )                                             (20,800 )
Total assets                     $ 2,735,823                                           $ 2,560,831
Liabilities and stockholders'
equity
Interest-bearing liabilities:
Deposits:
Interest-bearing demand
deposits                         $   736,083     $      1,594                 0.88 %   $   965,574     $        339                 0.14 %
Brokered demand deposits                   -                -                    -           3,188                2                 0.27
Savings deposits                     146,093               16                 0.04         180,568               21                 0.05
Brokered time deposits                67,088              773                 4.68               -                -                    -
Time deposits                        608,401            3,838                 2.56         427,313              614                 0.58
Total interest-bearing
deposits                           1,557,665            6,221                 1.62       1,576,643              976                 0.25
Short-term borrowings(2)             301,033            3,562                 4.80           5,616                2                 0.15
Long-term debt                       102,604            1,021                 4.04         129,904            1,068                 3.33
Total interest-bearing
liabilities                        1,961,302           10,804                 2.23       1,712,163            2,046                 0.48
Noninterest-bearing deposits         550,503                                               586,556
Other liabilities                      4,328                                                15,803
Stockholders' equity                 219,690                                               246,309
Total liabilities and
stockholders' equity             $ 2,735,823                                           $ 2,560,831
Net interest income/net
interest margin                                  $     20,173                 3.13 %                   $     21,821                 3.75 %



(1) Interest income and net interest margin are expressed as a percentage of

average interest-earning assets outstanding for the indicated periods. Interest

expense is expressed as a percentage of average interest-bearing liabilities


    for the indicated periods.
(2) For additional information, see Discussion and Analysis of Financial
    Condition - Borrowings.




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                                           Three months ended March 31, 2023 vs.
                                             Three months ended March 31, 2022
                                         Volume              Rate             Net(1)
Interest income:
Loans                                  $     2,813       $       2,820       $  5,633
Securities:
Taxable                                        290                 982          1,272
Tax-exempt                                     (37 )                 -            (37 )
Interest-earning balances with banks          (101 )               343      

242


Total interest-earning assets                2,965               4,145      

7,110


Interest expense:
Interest-bearing demand deposits               (81 )             1,335          1,254
Brokered demand deposits                        (2 )                 -             (2 )
Savings deposits                                (4 )                (1 )           (5 )
Brokered time deposits                         774                   -            774
Time deposits                                  260               2,964          3,224
Short-term borrowings                          113               3,447          3,560
Long-term debt                                (224 )               177            (47 )
Total interest-bearing liabilities             836               7,922      

8,758

Change in net interest income $ 2,129 $ (3,777 )

 $ (1,648 )

(1) Changes in interest due to both volume and rate have been allocated entirely to


    rate.




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Noninterest Income



Noninterest income includes, among other things, service charges on deposit
accounts, gains and losses on calls or sales of investment securities, gains and
losses on sales or dispositions of fixed assets and other real estate owned,
swap termination fee income, servicing fees and fee income on serviced loans,
interchange fees, income from bank owned life insurance, and changes in the fair
value of equity securities. We expect to continue to develop new products that
generate noninterest income, and enhance our existing products, in order to
diversify our revenue sources.



Three months ended March 31, 2023 vs. three months ended March 31, 2022. Total
noninterest income decreased $4.8 million, or 81.7%, to $1.1 million for the
three months ended March 31, 2023 compared to $5.9 million for the three months
ended March 31, 2022. The decrease in noninterest income is mainly attributable
to $3.3 million in swap termination fees recorded during the three months
ended March 31, 2022 and a loss on sale or disposition of fixed assets of $0.9
million during the three months ended March 31, 2023, resulting from the sale of
the Alice and Victoria, Texas branches, compared to a gain on sale or
disposition of fixed assets of $0.4 million for three months ended March 31,
2022.



Swap termination fees of $3.3 million were recorded during the three months
ended March 31, 2022 when the Bank voluntarily terminated a number of its
interest rate swap agreements in response to market conditions. We had no
remaining current or forward starting interest rate swap agreements at March 31,
2023, other than interest rate swaps related to customer loans described in Note
6. Derivative Financial Instruments in the Notes to Consolidated Financial
Statements contained in Part I Item 1. "Financial Statements" included herein.



Noninterest Expense



Three months ended March 31, 2023 vs. three months ended March 31, 2022. Total
noninterest expense was $16.2 million for the three months ended March 31, 2023,
an increase of $0.7 million, or 4.8%, compared to the same period in 2022.
The increase is primarily a result of $0.7 million in expenses as a result of
the sale of the Alice and Victoria, Texas branch locations and a $0.2 million
increase in salaries and employee benefits, partially offset by a $0.1 million
decrease in depreciation and amortization. As a result of the sale of the Alice
and Victoria, Texas branches, we recorded $0.4 million of occupancy expense
primarily to terminate the remaining contractually obligated lease
payments, $0.1 million of salaries and employee benefits for severance, $0.1
million of professional fees for legal and consulting services, and $0.1 million
of depreciation and amortization to accelerate the amortization of the remaining
core deposit intangible. The increase in salaries and employee benefits compared
to the same period in 2022 is primarily due to an increase in health insurance
claims. The decrease in depreciation and amortization compared to the same
period in 2022 is primarily due to the closure of two branch locations in 2022.



Income Tax Expense


Income tax expense for the three months ended March 31, 2023 and 2022 was $0.9 million and $2.6 million, respectively. The effective tax rate for the three months ended March 31, 2023 and 2022 was 18.7% and 20.5%, respectively.





For the three months ended March 31, 2023, the effective tax rate differs from
the statutory tax rate of 21% primarily due to tax exempt interest income earned
on certain loans, investment securities, and bank owned life insurance. For the
three months ended March 31, 2022, the effective tax rate differs from the
statutory tax rate of 21% primarily due to tax exempt interest income earned on
certain investment securities and bank owned life insurance.



Risk Management



The primary risks associated with our operations are credit, interest rate and
liquidity risk. Higher inflation also presents risk. Credit, inflation
and interest rate risk are discussed below, while liquidity risk is discussed in
this section under the heading Liquidity and Capital Resources below.



Credit Risk and the Allowance for Credit Losses





General. The risk of loss should a borrower default on a loan is inherent in any
lending activity. Our portfolio and related credit risk are monitored and
managed on an ongoing basis by our risk management department, the board of
directors' loan committee and the full board of directors. We utilize a ten
point risk-rating system, which assigns a risk grade to each borrower based on a
number of quantitative and qualitative factors associated with a loan
transaction. The risk grade categorizes the loan into one of five risk
categories, based on information about the ability of borrowers to service the
debt. The information includes, among other factors, current financial
information about the borrower, historical payment experience, credit
documentation, public information and current economic trends. These categories
assist management in monitoring our credit quality. The following describes each
of the risk categories, which are consistent with the definitions used in
guidance promulgated by federal banking regulators.



• Pass (grades 1-6) - Loans not falling into one of the categories below are

considered pass. These loans have high credit characteristics and financial

strength. The borrowers at least generate profits and cash flow that are in

line with peer and industry standards and have debt service coverage ratios

above loan covenants and our policy guidelines. For some of these loans, a

guaranty from a financially capable party mitigates characteristics of the


    borrower that might otherwise result in a lower grade.




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• Special Mention (grade 7) - Loans classified as special mention possess some

credit deficiencies that need to be corrected to avoid a greater risk of

default in the future. For example, financial ratios relating to the borrower

may have deteriorated. Often, a special mention categorization is temporary


    while certain factors are analyzed or matters addressed before the loan is
    re-categorized as either pass or substandard.



• Substandard (grade 8) - Loans rated as substandard are inadequately protected

by the current net worth and paying capacity of the borrower or the

liquidation value of any collateral. If deficiencies are not addressed, it is

likely that this category of loan will result in the Bank incurring a loss.

Where a borrower has been unable to adjust to industry or general economic


    conditions, the borrower's loan is often categorized as substandard.



• Doubtful (grade 9) - Doubtful loans are substandard loans with one or more

additional negative factors that makes full collection of amounts outstanding,

either through repayment or liquidation of collateral, highly questionable and


    improbable.



• Loss (grade 10) - Loans classified as loss have deteriorated to such a point

that it is not practicable to defer writing off the loan. For these loans, all

efforts to remediate the loan's negative characteristics have failed and the

value of the collateral, if any, has severely deteriorated relative to the

amount outstanding. Although some value may be recovered on such a loan, it is


    not significant in relation to the amount borrowed.




At March 31, 2023 and December 31, 2022, there were no loans classified as loss.
There were no loans classified as doubtful at March 31, 2023, compared to $0.2
million at December 31, 2022. At March 31, 2023 and December 31, 2022, there
were $15.2 million and $15.0 million, respectively, of loans classified as
substandard, and $6.7 million and $12.8 million, respectively, of loans
classified as special mention.



An independent loan review is conducted annually, whether internally
or externally, on at least 40% of commercial loans utilizing a risk-based
approach designed to maximize the effectiveness of the review. Internal loan
review is independent of the loan underwriting and approval process. In
addition, credit analysts periodically review certain commercial loans to
identify negative financial trends related to any one borrower, any related
groups of borrowers, or an industry. All loans not categorized as pass are put
on an internal watch list, with quarterly reports to the board of directors. In
addition, a written status report is maintained by our special assets division
for all commercial loans categorized as substandard or worse. We use this
information in connection with our collection efforts.



If our collection efforts are unsuccessful, collateral securing loans may be
repossessed and sold or, for loans secured by real estate, foreclosure
proceedings initiated. The collateral is generally sold at public auction for
fair market value, with fees associated with the foreclosure being deducted from
the sales price. The purchase price is applied to the outstanding loan balance.
If the loan balance is greater than the sales proceeds, the deficient balance is
charged-off.



Allowance for Credit Losses. Effective January 1, 2023, we adopted ASU 2016-13,
which uses the CECL accounting methodology for the allowance for credit losses.
Upon adoption, we recorded a one-time, cumulative effect adjustment to
increase the allowance for credit losses by $5.9 million. The allowance for
credit losses was $30.5 million and $24.4 million at March 31, 2023 and December
31, 2022, respectively. The CECL methodology requires that lifetime expected
credit losses be recorded at the time the financial asset is originated or
acquired.



Under ASU 2016-13, the allowance for credit losses on loans is measured on a
pool basis when similar risk characteristics exist. The Company's CECL
calculation estimates credit losses using a combination of the discounted cash
flow and remaining life methods, as appropriate, depending on the certain
portfolio factors including but not limited to size, complexity, and history.
The discounted cash flow analysis estimates future cash flows for the loan pool
and discounts the cash flows to produce a net present value and ultimately the
allowance requirement for the pool. The remaining life method applies a loss
rate to a given pool of loans over the estimated remaining life of the given
pool. The loss rates computed for each pool and expected pool-level funding
rates are applied to the related unfunded lending commitments to calculate an
allowance for credit losses on unfunded amounts. For each pool of loans,
management also evaluates and applies qualitative adjustments to the calculated
allowance for credit losses based on several factors, including, but not limited
to, changes in current and expected future economic conditions, changes in the
nature and volume of the portfolio, changes in levels of concentrations, changes
in the volume and severity of past due loans, changes in lending policies and
personnel and changes in the competitive and regulatory environment of the
banking industry.



Loans that do not share similar risk characteristics are individually evaluated
and are excluded from the pooled loan analysis. The allowance for credit losses
on loans that are individually evaluated is based on a comparison of the
recorded investment in the loan with either the expected cash flows discounted
using the loan's original effective interest rate, observable market price for
the loan or the fair value of the collateral underlying certain collateral
dependent loans. We evaluate the adequacy of the allowance for credit losses on
a quarterly basis. This evaluation is complex and inherently subjective, as it
requires estimates by management that are inherently uncertain and therefore
susceptible to significant revision as more information becomes available. In
future periods evaluations of the overall loan portfolio, in light of the
factors and forecasts then prevailing, may result in significant changes in the
allowance and provision for credit loss on loans in those future periods.



We maintain a separate allowance for credit losses on unfunded loan commitments,
which is included in "Accrued taxes and other liabilities" in the accompanying
consolidated balance sheets. The allowance for credit losses is increased by the
provision for credit losses and decreased by charge-offs, net of recoveries. For
the three months ended March 31, 2023 and 2022, the provision for credit losses
was $0.4 million and negative $0.4 million, respectively.



Refer to Note 1. Summary of Significant Accounting Policies - Accounting
Standards Adopted in 2023 for information regarding our adoption of ASU
2016-13. Results for reporting periods beginning after December 31, 2022 are
presented in accordance with ASU 2016-13 while prior period amounts continue to
be reported in accordance with previously applicable U.S. GAAP as discussed in
the Annual Report in the section captioned "Management's Discussion and Analysis
of Financial Condition and Results of Operations - Critical Accounting
Estimates."





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The following table presents the allocation of the allowance for credit losses by loan category and the percentage of loans in each loan category to total loans as of the dates indicated (dollars in thousands).





                                                  March 31, 2023                  December 31, 2022
                                                             % of Loans                         % of Loans
                                                              in each                            in each
                                                              Category                           Category
                                           Allowance for      to Total       Allowance for       to Total
                                           Credit Losses       Loans         Credit Losses        Loans
Mortgage loans on real estate:
Construction and development               $       3,041           10.0 %   $         2,555            9.6 %
1-4 Family                                         8,650           19.0               3,917           19.1
Multifamily                                          910            3.8                 999            3.9
Farmland                                              30            0.5                 113            0.6
Commercial real estate                            11,527           45.9              10,718           45.5
Commercial and industrial                          6,125           20.2               5,743           20.7
Consumer                                             238            0.6                 319            0.6
Total                                      $      30,521            100 %   $        24,364            100 %



The following table presents the amount of the allowance for credit losses allocated to each loan category as a percentage of total loans as of the dates indicated.





                                  March 31, 2023       December 31, 2022
Mortgage loans on real estate:
Construction and development                 0.15 %                  0.12 %
1-4 Family                                   0.41                    0.18
Multifamily                                  0.04                    0.05
Farmland                                        -                    0.01
Commercial real estate                       0.55                    0.51
Commercial and industrial                    0.29                    0.27
Consumer                                     0.01                    0.02
Total                                        1.45 %                  1.16 %




As discussed above, the balance in the allowance for credit losses is
principally influenced by the provision for credit losses on loans and net loan
loss experience. Additions to the allowance for credit losses are charged to the
provision for credit losses on loans. Losses are charged to the allowance as
incurred and recoveries on losses previously charged to the allowance are
credited to the allowance at the time the recovery is collected.



The table below reflects the activity in the allowance for credit losses and key ratios for the periods indicated (dollars in thousands).





                                                                 Three months ended March 31,
                                                                    2023                2022
Allowance at beginning of period                               $        24,364       $    20,859
ASU 2016-13 adoption impact                                              5,865                 -
Provision for credit losses on loans(1)                                    556              (449 )
Net (charge-offs) recoveries                                              (264 )             678
Allowance at end of period                                     $        30,521       $    21,088
Total loans - period end                                             2,109,044         1,877,444
Nonaccrual loans - period end                                            5,576            25,641

Key ratios:
Allowance for credit losses to total loans - period end                   1.45 %            1.12 %
Allowance for credit losses to nonaccrual loans - period end            547.36 %           82.24 %
Nonaccrual loans to total loans - period end                              0.26 %            1.37 %




(1) The $0.4 million provision for credit losses on the consolidated statement
of income includes a $0.6 million provision for loan losses and a $0.2 million
negative provision for unfunded loan commitments for the three months ended
March 31, 2023.




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The allowance for credit losses to total loans increased to 1.45% at March 31,
2023 compared to 1.12% at March 31, 2022, and the allowance for credit losses to
nonaccrual loans ratio increased to 547% at March 31, 2023 compared to 82% at
March 31, 2022. The increases in the allowance for credit losses to total loans
and allowance for credit losses to nonaccrual loans compared to March 31, 2022,
is primarily due to the one-time, cumulative effect adjustment to increase the
allowance for credit losses by $5.9 million recorded upon adoption of ASU
2016-13 on January 1, 2023. Nonaccrual loans were $5.6 million, or 0.26% of
total loans, at March 31, 2023, a decrease of $20.1 million compared
to $25.6 million, or 1.37% of total loans at March 31, 2022. The decrease in
nonaccrual loans is primarily due to large paydowns on one loan relationship
impacted by Hurricane Ida in the third quarter of 2021. Many of the loans
comprising the total relationship were placed on nonaccrual following the
impairment in the third quarter of 2021.



The following table presents the allocation of net (charge-offs) recoveries by loan category for the periods indicated (dollars in thousands).

Three months ended March 31,


                                                          2023                                                         2022
                                                                              Ratio of                                                     Ratio of
                                                                                 Net                                                          Net
                                        Net                                  Charge-offs             Net                                  Charge-offs
                                    Recoveries                               to Average          Recoveries                               to Average
                                   (Charge-offs)      Average Balance           Loans           (Charge-offs)      Average Balance           Loans
Mortgage loans on real estate:
Construction and development     $            42     $         198,551             (0.02 )%   $            16     $         208,768             (0.01 )%
1-4 Family                                   (37 )             402,405              0.01                   70               364,740             (0.02 )
Multifamily                                    -                80,536                 -                    -                57,470                 -
Farmland                                       -                11,136                 -                  (54 )              19,043              0.28
Commercial real estate                       103               969,667             (0.01 )                 59               884,271             (0.01 )
Commercial and industrial                   (311 )             428,806              0.07                  622               311,812             (0.20 )
Consumer                                     (61 )              12,888              0.47                  (35 )              16,671              0.21
Total                            $          (264 )   $       2,103,989              0.01 %    $           678     $       1,862,775             (0.04 )%




Charge-offs reflect the realization of losses in the portfolio that were
recognized previously through the provision for credit losses on loans. Net
charge-offs include recoveries of amounts previously charged off. For the three
months ended March 31, 2023, net charge-offs were $0.3 million, or 0.01%, of the
average loan balance for the period. Net recoveries for the three months ended
March 31, 2022 were $0.7 million, or 0.04%, of the average loan balance for
the period.



Management believes the allowance for credit losses at March 31, 2023 is
sufficient to provide adequate protection against losses in our portfolio.
However, there can be no assurance that this allowance will prove to be adequate
over time to cover ultimate losses in connection with our loans. This allowance
may prove to be inadequate due to higher inflation and interest rates than
anticipated, other unanticipated adverse changes in the economy, the scope and
duration of the COVID-19 pandemic and its continued influence on the economy, or
discrete events adversely affecting specific customers or industries. Our
results of operations and financial condition could be materially adversely
affected to the extent that the allowance is insufficient to cover such changes
or events. Effective January 1, 2023, we adopted ASU 2016-13, which uses
the CECL accounting methodology for the calculating the allowance for credit
losses. The CECL methodology requires that lifetime expected credit losses be
recorded at the time the financial asset is originated or acquired, and be
adjusted each period for changes in expected lifetime credit losses. The CECL
methodology replaces multiple prior impairment models under U.S. GAAP that
generally required that a loss be "incurred" before it was recognized, and
represents a significant change from prior U.S. GAAP. Please refer to Note
1. Summary of Significant Accounting Policies - Accounting Standards Adopted in
2023, in the Notes to Consolidated Financial Statements for information
regarding our adoption of ASU 2016-13, effective January 1, 2023.



Nonperforming Assets. Nonperforming assets consist of nonperforming loans and
other real estate owned. Nonperforming loans are those on which the accrual of
interest has stopped or loans which are contractually 90 days past due on which
interest continues to accrue. Loans are ordinarily placed on nonaccrual when a
loan is specifically determined to be impaired or when principal and interest is
delinquent for 90 days or more. Additionally, management may elect to continue
the accrual when the estimated net available value of collateral is sufficient
to cover the principal balance and accrued interest. It is our policy to
discontinue the accrual of interest income on any loan for which we have
reasonable doubt as to the payment of interest or principal. A loan may be
returned to accrual status when all the principal and interest amounts
contractually due are brought current and future principal and interest amounts
contractually due are reasonably assured, which is typically evidenced by a
sustained period of repayment performance by the borrower. Nonperforming loans
were $5.7 million, or 0.27% of total loans, at March 31, 2023, a
decrease of $5.6 million compared to $11.3 million, or 0.54% of total loans,
at December 31, 2022. The decrease in nonperforming loans compared to December
31, 2022 is mainly attributable to large paydowns on one loan relationship
impacted by Hurricane Ida.



Restructured Loans



Effective January 1, 2023, we adopted ASU 2022-02, "Financial Instruments -
Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage
Disclosures", which eliminated the accounting guidance for troubled debt
restructurings ("TDRs"). Prior to our adoption of ASU 2022-02, we accounted for
a modification to the contractual terms of a loan that resulted in granting a
concession to a borrower experiencing financial difficulties as a TDR.



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Other Real Estate Owned. Other real estate owned consists of properties acquired
through foreclosure or acceptance of a deed in lieu of foreclosure. These
properties are initially recorded at fair value at the time of foreclosure, less
estimated selling cost. Losses arising at the time of foreclosure of properties
are charged to the allowance for credit losses. Other real estate owned with a
cost basis of $0.9 million was sold during the three months ended March 31,
2023 resulting in a loss of $0.1 million for the period. Other real estate owned
with a cost basis of $0.8 million was sold during the three months ended March
31, 2022, resulting in a gain of $41,000 for the period. At March 31, 2023,
approximately $0.7 million of loans secured by 1-4 family residential property
were in the process of foreclosure.



The table below provides details of our other real estate owned as of the dates indicated (dollars in thousands).





                                 March 31, 2023       December 31, 2022
1-4 Family                      $            139     $               682
Commercial real estate                       523                       -
Total other real estate owned   $            662     $               682



Changes in our other real estate owned are summarized in the table below for the periods indicated (dollars in thousands).





                                       Three months ended March 31,
                                       2023                   2022

Balance, beginning of period $ 682 $ 2,653 Additions

                                    916                   1,620
Sales of other real estate owned            (936 )                  (819 )
Balance, end of period             $         662         $         3,454




Impact of Inflation. Inflation reached a near 40-year high in late 2021
primarily due to effects of the ongoing pandemic and continued rising through
June 2022. Since June 2022, the rate of inflation has decelerated; however, it
has remained at historically high levels through April 2023. When the rate of
inflation accelerates, there is an erosion of consumer and customer purchasing
power. Accordingly, this could impact our business by reducing our tolerance for
extending credit, and our customer's desire to obtain credit, or causing us to
incur additional provisions for credit losses resulting from a possible
increased default rate. Inflation may lead to lower loan re-financings.
Inflation may also increase the costs of goods and services we purchase,
including the costs of salaries and benefits. In response to higher inflation,
the Federal Reserve increased the federal funds target rate during 2022 and
2023 as discussed in Certain Events That Affect
Period-over-Period Comparability - Rising Inflation and Interest Rates. For
additional information, see Interest Rate Risk below, and Item 1A. "Risk Factors
- Risks Related to our Business - Changes in interest rates could have an
adverse effect on our profitability," in our Annual Report.



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Interest Rate Risk



Market risk is the risk of loss from adverse changes in market prices and rates.
Since the majority of our assets and liabilities are monetary in nature, our
market risk arises primarily from interest rate risk inherent in our lending and
deposit activities. A sudden and substantial change in interest rates may
adversely impact our earnings and profitability because the interest rates borne
by assets and liabilities do not change at the same speed, to the same extent,
or on the same basis. Accordingly, our ability to proactively structure the
volume and mix of our assets and liabilities to address anticipated changes in
interest rates, as well as to react quickly to such fluctuations, can
significantly impact our financial results. To that end, management actively
monitors and manages our interest rate risk exposure.



The ALCO has been authorized by the board of directors to implement our
asset/liability management policy, which establishes guidelines with respect to
our exposure to interest rate fluctuations, liquidity, loan limits as a
percentage of funding sources, exposure to correspondent banks and brokers and
reliance on non-core deposits. The goal of the policy is to enable us to
maximize our interest income and maintain our net interest margin without
exposing the Bank to excessive interest rate risk, credit risk and liquidity
risk. Within that framework, the ALCO monitors our interest rate sensitivity and
makes decisions relating to our asset/liability composition.



Net interest income simulation is the Bank's primary tool for benchmarking near
term earnings exposure. Given the ALCO's objective to understand the potential
risk/volatility embedded within the current mix of assets and liabilities,
standard rate scenario simulations assume total assets remain static (i.e. no
growth). The Bank may also use a standard gap report in its interest rate risk
management process. The primary use for the gap report is to provide supporting
detailed information to the ALCO's discussion.



The Bank has particular concerns with the utility of the gap report as a risk
management tool because of difficulties in relating gap directly to changes in
net interest income. Hence, the income simulation is the key indicator for
earnings-at-risk since it expressly measures what the gap report attempts to
estimate.



Short term interest rate risk management tactics are decided by the ALCO where
risk exposures exist out into the 1 to 2 year horizon. Tactics are formulated
and presented to the ALCO for discussion, modification, and/or approval. Such
tactics may include asset and liability acquisitions of appropriate maturities
in the cash market, loan and deposit product/pricing strategy modification, and
derivatives hedging activities to the extent such activity is authorized by the
board of directors.


Since the impact of rate changes due to mismatched balance sheet positions in the short-term can quickly and materially affect the current year's income statement, they require constant monitoring and management.





Within the gap position that management directs, we attempt to structure our
assets and liabilities to minimize the risk of either a rising or falling
interest rate environment. We manage our gap position for time horizons of one
month, two months, three months, 4-6 months, 7-12 months, 13-24 months, 25-36
months, 37-60 months and more than 60 months. The goal of our asset/liability
management is for the Bank to maintain a net interest income at risk in an up or
down 100 basis point environment at less than (5)%. At March 31, 2023, the Bank
was within the policy guidelines for asset/liability management.



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The table below depicts the estimated impact on net interest income of immediate changes in interest rates at the specified levels.





                                As of March 31, 2023
                                                Estimated Increase/Decrease in Net
Changes in Interest Rates (in basis points)             Interest Income(1)
                   +300                                       (9.4)%
                   +200                                       (6.6)%
                   +100                                       (3.1)%
                   -100                                        2.1%



(1) The percentage change in this column represents the projected net interest

income for 12 months on a flat balance sheet in a stable interest rate

environment versus the projected net interest income in the various rate


    scenarios.




The computation of the prospective effects of hypothetical interest rate changes
requires numerous assumptions regarding characteristics of new business and the
behavior of existing positions. These business assumptions are based upon our
experience, business plans and published industry experience. Key assumptions
include asset prepayment speeds, competitive factors, the relative price
sensitivity of certain assets and liabilities, and the expected life of
non-maturity deposits. However, there are a number of factors that influence the
effect of interest rate fluctuations on us which are difficult to measure and
predict. For example, a rapid drop in interest rates might cause our loans to
repay at a more rapid pace and certain mortgage-related investments to prepay
more quickly than projected. This could mitigate some of the benefits of falling
rates as are expected when we are in a negatively-gapped position. Conversely, a
rapid rise in rates could give us an opportunity to increase our margins and
stifle the rate of repayment on our mortgage-related loans which would increase
our returns; however, we may need to increase the rates we offer to maintain or
increase deposits, which would adversely impact our margins. As a result,
because these assumptions are inherently uncertain, actual results will differ
from simulated results.


Liquidity and Capital Resources





Liquidity. Liquidity is a measure of the ability to fund loan commitments and
meet deposit maturities and withdrawals in a timely and cost-effective way. Cash
flow requirements can be met by generating net income, attracting new deposits,
converting assets to cash or borrowing funds. While maturities and scheduled
amortization of loans and securities are predictable sources of funds, deposit
outflows, loan prepayments, loan sales and borrowings are greatly influenced by
general interest rates, economic conditions and the competitive environment in
which we operate. To minimize funding risks, we closely monitor our liquidity
position through periodic reviews of maturity profiles, yield and rate
behaviors, and loan and deposit forecasts. Excess short-term liquidity is
usually invested in overnight federal funds sold.



Our core deposits, which are deposits excluding time deposits greater than
$250,000 and deposits of municipalities and other political entities, are our
most stable source of liquidity to meet our cash flow needs due to the nature of
the long-term relationships generally established with our customers.
Maintaining the ability to acquire these funds as needed in a variety of
markets, and within ALCO compliance targets, is essential to ensuring our
liquidity. At March 31, 2023 and December 31, 2022, 73% and 70% of our total
assets, respectively, were funded by core deposits.



Our investment portfolio is another alternative for meeting our cash flow
requirements. Investment securities generate cash flow through principal
payments and maturities, and they generally have readily available markets that
allow for their conversion to cash. At March 31, 2023, 98% of our investment
securities portfolio was classified as AFS and we had gross unrealized losses in
our AFS investment securities portfolio of $56.7 million and gross unrealized
gains of $0.5 million. The sale of securities in a loss position would cause us
to record a loss on sale of investment securities in noninterest income in the
period during which the securities were sold. Some securities are pledged to
secure certain deposit types or short-term borrowings, such as FHLB advances,
which impacts their liquidity. At March 31, 2023, securities with a carrying
value of $198.2 million were pledged to secure certain deposits, borrowings, and
other liabilities, compared to $165.7 million in pledged securities at December
31, 2022.



Other sources available for meeting liquidity needs include advances from the
FHLB, repurchase agreements and other borrowings. FHLB advances are primarily
used to match-fund fixed rate loans in order to minimize interest rate risk and
also may be used to meet day to day liquidity needs, particularly if the
prevailing interest rate on an FHLB advance compares favorably to the rates that
we would be required to pay to attract deposits. At March 31, 2023, the balance
of our outstanding advances with the FHLB was $300.1 million, a
decrease from $387.0 million at December 31, 2022. The total amount of the
remaining credit available to us from the FHLB at March 31, 2023 was $654.1
million. At March 31, 2023, our FHLB borrowings were collateralized by
approximately $963.0 million of our loan portfolio and $0.5 million of our
investment securities.



Beginning in March 2023, we are eligible to borrow from the Federal Reserve's
Bank Term Funding Program ("BTFP"), which provides additional contingent
liquidity through the pledging of certain qualifying securities and other
assets. The BTFP is a one year program ending March 11, 2024, and we can borrow
any time during the term and can repay the obligation at any time without
penalty. Although we do not plan to utilize the BTFP, our borrowing capacity
under the BTFP is $185.6 million as of March 31, 2023 based on the value of
unpledged securities available to be used as collateral, valued at par value as
permitted under the program.



Repurchase agreements are contracts for the sale of securities which we own with
a corresponding agreement to repurchase those securities at an agreed upon price
and date. Our policies limit the use of repurchase agreements to those
collateralized by investment securities. We had no repurchase agreements
outstanding at March 31, 2023 and December 31, 2022.



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We maintain unsecured lines of credit with other commercial banks totaling $60.0
million. These lines of credit are federal funds lines of credit and are used
for overnight borrowing only. The lines of credit mature at various times within
the next year. The total amount of the remaining credit available to us from
federal funds lines of credit at March 31, 2023 was $59.6 million.



At March 31, 2023, we held $31.3 million of cash and cash equivalents and
maintained $899.3 million of available funding from Federal Home Loan Bank
Advances, the BTFP, and unsecured lines of credit with correspondent banks. Cash
and cash equivalents and available funding represent 136% of uninsured deposits
of $682.9 million at March 31, 2023.



In addition, at March 31, 2023 and December 31, 2022, we had $45.0 million in
aggregate principal amount of subordinated debt outstanding. In April 2022, we
completed a private placement of $20.0 million in aggregate principal amount of
our 2032 Notes, and used the majority of the proceeds to redeem $18.6 million of
our 2027 Notes in June 2022. See discussion above under Discussion and Analysis
of Financial Condition - Borrowings - 2032 Notes. For additional information on
our 2027, 2029, and 2032 Notes, see our Annual Report for the year ended
December 31, 2022, Part II Item 7. "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Discussion and Analysis of
Financial Condition - Borrowings" and Note 11 to the financial statements
included in such report.



Our liquidity strategy is focused on using the least costly funds available to
us in the context of our balance sheet composition and interest rate risk
position. Accordingly, we target growth of noninterest-bearing deposits.
Although we cannot directly control the types of deposit instruments our
customers choose, we can influence those choices with the interest rates and
deposit specials we offer. At March 31, 2023, we held $146.3 million of brokered
time deposits and no brokered demand deposits, as defined for federal regulatory
purposes, to secure fixed cost funding and reduce short-term borrowings. At
December 31, 2022, we held $10.0 million of brokered time deposits and
no brokered demand deposits, as defined for federal regulatory purposes. The
Bank has historically used brokered demand deposits to satisfy the required
borrowings under its interest rate swap agreements. We hold QwickRate® deposits,
included in our time deposit balances, which we obtain through a qualified
network to address liquidity needs when rates on such deposits compare favorably
with deposit rates in our markets. At March 31, 2023, we held $26.4 million of
QwickRate® deposits, a decrease compared to $26.5 million at December 31, 2022.



The following table presents, by type, our funding sources, which consist of
total average deposits and borrowed funds, as a percentage of total funds and
the total cost of each funding source for the three months ended March 31, 2023
and 2022.



                                            Percentage of Total Average Deposits and
                                                         Borrowed Funds                                Cost of Funds
                                                  Three months ended March 31,                 Three months ended March 31,
                                                2023                         2022               2023                   2022
Noninterest-bearing demand deposits                    22 %                         25 %                 - %                   - %
Interest-bearing demand deposits                       29                           42                0.88                  0.14
Brokered demand deposits                                -                            -                   -                  0.27
Savings accounts                                        6                            8                0.04                  0.05
Brokered time deposits                                  3                            -                4.68                     -
Time deposits                                          24                           19                2.56                  0.58
Short-term borrowings                                  12                            -                4.80                  0.15
Long-term borrowed funds                                4                            6                4.04                  3.33
Total deposits and borrowed funds                     100 %                        100 %              1.74 %                0.36 %




Capital Management. Our primary sources of capital include retained earnings,
capital obtained through acquisitions, and proceeds from the sale of our capital
stock and subordinated debt. We may issue additional common stock and debt
securities from time to time to fund acquisitions and support our organic
growth. In April 2022, we completed a private placement of $20.0 million in
aggregate principal amount of our 2032 Notes, which are structured to quality as
Tier 2 capital for regulatory purposes, and used the majority of the proceeds to
redeem $18.6 million of our 2027 Notes in June 2022.



During the three months ended March 31, 2023, we paid $0.9 million in dividends,
compared to $0.8 million during the three months ended March 31, 2022. We
declared dividends on our common stock of $0.095 per share during the three
months ended March 31, 2023 compared to dividends of $0.085 per share during
the three months ended March 31, 2022. On April 21, 2022 and September 21, 2022,
the board of directors approved an additional 400,000 shares and 300,000 shares,
respectively, of our common stock for repurchase. The Company had 340,739 shares
of its common stock remaining authorized for repurchase under the program at
March 31, 2023. During the three months ended March 31, 2023, the Company paid
$0.9 million to repurchase 45,975 shares of its common stock, compared to paying
$1.5 million to repurchase 77,248 shares of its common stock during the three
months ended March 31, 2022.



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We are subject to various regulatory capital requirements administered by the
Federal Reserve and the OCC which specify capital tiers, including the following
classifications for the Bank under the OCC's prompt corrective action
regulations.




                                                  Common
                                                  Equity                                      Ratio of
                                                  Tier 1                                      Tangible
                               Tier 1 Leverage    Capital    Tier 1 Capital   Total Capital   to Total
Capital Tiers(1)                    Ratio          Ratio         Ratio            Ratio        Assets
                                                  6.5% or
Well capitalized                 5% or above       above      8% or above     10% or above
                                                  4.5% or
Adequately capitalized           4% or above       above      6% or above      8% or above
                                                 Less than
Undercapitalized                Less than 4%       4.5%       Less than 6%    Less than 8%
                                                 Less than

Significantly undercapitalized Less than 3% 3% Less than 4%


  Less than 6%
                                                                                                2% or
Critically undercapitalized                                                                     less



(1) In order to be well capitalized or adequately capitalized, a bank must satisfy

each of the required ratios in the table. In order to be undercapitalized or

significantly undercapitalized, a bank would need to fall below just one of the

relevant ratio thresholds in the table. In order to be well capitalized, the


    Bank cannot be subject to any written agreement or order requiring it to
    maintain a specific level of capital for any capital measure. Pursuant to

regulatory capital rules, the Company has made an election not to include

unrealized gains and losses in the investment securities portfolio for purposes


    of calculating "Tier 1" capital and "Tier 2" capital.



The Company and the Bank each were in compliance with all regulatory capital requirements at March 31, 2023 and December 31, 2022. The Bank also was considered "well-capitalized" under the OCC's prompt corrective action regulations as of these dates.

The following table presents the actual capital amounts and regulatory capital ratios for the Company and the Bank as of the dates presented (dollars in thousands).

Minimum Capital Requirement for Bank to be

Well Capitalized Under Prompt Corrective


                                                   Actual                             Action Rules
                                            Amount         Ratio           Amount                       Ratio
March 31, 2023
Investar Holding Corporation:
Tier 1 leverage capital                    $ 229,343          8.30 %   $            -                            - %
Common equity tier 1 capital                 219,843          9.64                  -                            -
Tier 1 capital                               229,343         10.06                  -                            -
Total capital                                302,081         13.24                  -                            -
Investar Bank:
Tier 1 leverage capital                      268,189          9.72            137,898                         5.00
Common equity tier 1 capital                 268,189         11.78            148,150                         6.50
Tier 1 capital                               268,189         11.78            182,339                         8.00
Total capital                                296,679         13.03            227,923                        10.00

December 31, 2022
Investar Holding Corporation:
Tier 1 leverage capital                    $ 231,048          8.53 %   $            -                            - %
Common equity tier 1 capital                 221,548          9.79                  -                            -
Tier 1 capital                               231,048         10.21                  -                            -
Total capital                                300,009         13.25                  -                            -
Investar Bank:
Tier 1 leverage capital                      267,603          9.89            135,344                         5.00
Common equity tier 1 capital                 267,603         11.83            147,044                         6.50
Tier 1 capital                               267,603         11.83            180,977                         8.00
Total capital                                292,339         12.92            226,221                        10.00




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Off-Balance Sheet Transactions





Swap Contracts. The Bank historically has entered into interest rate swap
contracts, some of which are forward starting, to manage exposure against the
variability in the expected future cash flows (future interest payments)
attributable to changes in the 1-month LIBOR associated with the forecasted
issuances of 1-month fixed rate debt arising from a rollover strategy. An
interest rate swap is an agreement whereby one party agrees to pay a fixed rate
of interest on a notional principal amount in exchange for receiving a floating
rate of interest on the same notional amount for a predetermined period of time,
from a second party. At March 31, 2023 and December 31, 2022 we had no current
or forward starting interest rate swap agreements, other than interest rate
swaps related to customer loans, described below. For additional information,
see Note 6. Derivative Financial Instruments in the Notes to Consolidated
Financial Statements contained in Part I Item 1. "Financial Statements" included
herein.



During the three months ended March 31, 2022, we voluntarily terminated interest
rate swap agreements with a total notional amount of $55.0 million in response
to market conditions and as a result of excess liquidity. Unrealized gains
of $2.6 million, net of tax expense of $0.7 million, were reclassified from
"Accumulated other comprehensive (loss) income" as of March 31, 2022 and
recorded as "Swap termination fee income" in noninterest income in the
accompanying consolidated statements of income for the three months ended March
31, 2022.


For the three months ended March 31, 2022, a gain of $3.2 million, net of a $0.8 million tax expense, has been recognized in "Other comprehensive income (loss)" in the accompanying consolidated statements of comprehensive income (loss) for the change in fair value of the interest rate swaps.





The Company also enters into interest rate swap contracts that allow commercial
loan customers to effectively convert a variable-rate commercial loan agreement
to a fixed-rate commercial loan agreement. Under these agreements, the Company
enters into a variable-rate loan agreement with a customer in addition to an
interest rate swap agreement, which serves to effectively swap the customer's
variable-rate loan into a fixed-rate loan. The Company then enters into a
corresponding swap agreement with a third party in order to economically hedge
its exposure through the customer agreement. The interest rate swaps with both
the customers and third parties are not designated as hedges under FASB ASC
Topic 815, "Derivatives and Hedging", and are marked to market through earnings.
As the interest rate swaps are structured to offset each other, changes to the
underlying benchmark interest rates considered in the valuation of these
instruments do not result in an impact to earnings; however, there may be fair
value adjustments related to credit quality variations between counterparties,
which may impact earnings as required by FASB ASC Topic 820, "Fair Value
Measurements". The Company did not recognize any gains or losses in other income
resulting from fair value adjustments during the three months ended March 31,
2023 and 2022. At March 31, 2023 we had notional amounts of $147.2 million in
interest rate swap contracts with customers and $147.2 million in offsetting
interest rate swap contracts with other financial institutions. The fair value
of the swap contracts consisted of gross assets of $17.0 million and gross
liabilities of $17.0 million recorded in "Other assets" and "Accrued taxes and
other liabilities", respectively, in the accompanying consolidated balance
sheet.



Unfunded Commitments. The Bank enters into loan commitments and standby letters
of credit in the normal course of its business. Loan commitments are made to
meet the financing needs of our customers, while standby letters of credit
commit the Bank to make payments on behalf of customers when certain specified
future events occur. The credit risks associated with loan commitments and
standby letters of credit are essentially the same as those involved in making
loans to our customers. Accordingly, our normal credit policies apply to these
arrangements. Collateral (e.g., securities, receivables, inventory, equipment,
etc.) is obtained based on management's credit assessment of the customer. Loan
commitments are also evaluated in a manner similar to the allowance for credit
losses on loans. The reserve for unfunded loan commitments is included in
"Accrued taxes and other liabilities" in the accompanying consolidated balance
sheets and was $0.2 million and $0.4 million at March 31, 2023 and December 31,
2022, respectively.



Loan commitments and standby letters of credit do not necessarily represent
future cash requirements, in that while the customer typically has the ability
to draw upon these commitments at any time, these commitments often expire
without being drawn upon in full or at all. Substantially all of our standby
letters of credit expire within one year. Our unfunded loan commitments and
standby letters of credit outstanding are summarized below as of the dates
indicated (dollars in thousands):



                             March 31, 2023       December 31, 2022
Loan commitments            $        354,941     $           333,040
Standby letters of credit             15,347                  11,379



The Company closely monitors the amount of remaining future commitments to borrowers in light of prevailing economic conditions and adjusts these commitments as necessary. The Company intends to continue this process as new commitments are entered into or existing commitments are renewed.

Additionally, at March 31, 2023, the Company had unfunded commitments of $1.7 million for its investment in Small Business Investment Company qualified funds and other investment funds.





For the three months ended March 31, 2023 and for the year ended December 31,
2022, except as disclosed herein and in the Company's Annual Report, we engaged
in no off-balance sheet transactions that we believe are reasonably likely to
have a material effect on our financial condition, results of operations, or
cash flows.



Lease Obligations. The Company's primary leasing activities relate to certain
real estate leases entered into in support of the Company's branch operations.
The Company's branch locations operated under lease agreements have all been
designated as operating leases. The Company does not lease equipment under
operating leases, nor does it have leases designated as finance leases.



The following table presents, as of March 31, 2023, contractually obligated
lease payments due under non-cancelable operating leases by payment date
(dollars in thousands).



Less than one year    $   383
One to three years        665
Three to five years       680
Over five years           927
Total                 $ 2,655




On January 27, 2023, we completed the sale of certain assets, deposits and other
liabilities associated with the Alice and Victoria, Texas branch locations to
First Community Bank. Upon the completion of the sale, we recorded $0.3 million
of occupancy expense to terminate the remaining contractually obligated lease
payments due under non-cancelable operating leases.



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