SPIRIT OF TEXAS BANCSHARES: Discussion and analysis by management of the financial situation and results of operations (form 10-Q)

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The following discussion and analysis is intended to assist readers in
understanding our financial condition as of and results of operations for the
three and six months ended June 30, 2021 and should be read in conjunction with
our consolidated financial statements and the accompanying notes thereto
included in this Quarterly Report on Form 10-Q (this "Form 10-Q") and in our
Annual Report on Form 10-K for the year ended December 31, 2020 filed with the
Securities and Exchange Commission (the "SEC") on March 5, 2021 (the "2020 Form
10-K"). Unless we state otherwise or the context otherwise requires, references
in this Form 10-Q to "Company," "we," "our," and "us" refer to Spirit of Texas
Bancshares, Inc., a Texas corporation, and our wholly-owned banking subsidiary,
Spirit of Texas Bank SSB, a Texas state savings bank. References in this Form
10-Q to "Bank" refer to Spirit of Texas Bank SSB. References in this Form 10-Q
to "Houston metropolitan area," "Dallas/Fort Worth metropolitan area,"
"Bryan/College Station metropolitan area," "San Antonio/New Braunfels
metropolitan area," "Corpus Christi metropolitan area" "Tyler metropolitan area"
and the "Austin metropolitan area" refer to the Houston-The Woodlands-Sugar Land
Metropolitan Statistical Area, the Dallas-Fort Worth- Arlington Metropolitan
Statistical Area, the College Station-Bryan Metropolitan Statistical Area, the
San Antonio/New Braunfels Statistical Area, the Corpus Christ Statistical Area,
the Tyler Statistical Area and the Austin Metropolitan Statistical Area,
respectively. Unless otherwise indicated, the reported results are for the three
and six months ended June 30, 2021 with the "same period," the "comparable
period," and "prior period" being the respective three and six months ended June
30, 2020.


Caution Regarding Forward-Looking Statements




Statements and financial discussion and analysis contained in this Form 10-Q
that are not historical facts are forward-looking statements made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. We also may make forward-looking statements in our other documents filed
with or furnished to the SEC. In addition, our senior management may make
forward-looking statements orally to investors, analysts, representatives of the
media and others. These statements are often, but not always, preceded by,
followed by or otherwise include the words "believes," "expects," "anticipates,"
"intends," "projects," "estimates," "plans" and similar expressions or future or
conditional verbs such as "will," "should," "would," "may" and "could" or the
negative version of those words or other comparable words or phrases of a future
or forward-looking nature. These forward-looking statements are not historical
facts and are based on current expectations, estimates and projections about our
industry, management's beliefs and certain assumptions made by management, many
of which, by their nature, are inherently uncertain and beyond our control.
Accordingly, we caution you that any such forward-looking statements are not
guarantees of future performance and are subject to risks, assumptions and
uncertainties that are difficult to predict. Although we believe that the
expectations reflected in these forward-looking statements are reasonable as of
the date made, actual results may prove to be materially different from the
results expressed or implied by the forward-looking statements.



We have made the forward-looking statements in this Form 10-Q based on assumptions and estimates that we believe are reasonable based on information currently available to us. However, these forward-looking statements are subject to important risks and uncertainties and could be affected by many factors. These factors include, but are not limited to, the following:

1.risks linked to the concentration of our activities in Texas, and in the

Houston and Dallas / Fort Worth metropolitan areas in particular, including

the risks associated with any slowdown in the real estate sector and the risks

associated with a decline in the value of single-family homes in our Texas

markets;



    2. general market conditions and economic trends nationally, regionally and
       particularly in our Texas markets, including a decrease in or the
       volatility of oil and gas prices;

3.the impact, duration and severity of the ongoing COVID-19 pandemic, and the

Emerging Delta variant, the response of government authorities to the

COVID-19 pandemic and our involvement in government linked to COVID-19

programs such as the Paycheck Protection Program (“PPP”), the Paycheck

       Protection Program Liquidity Facility (the "PPPLF"), and Main Street
       Lending Program;


    4. risks related to our concentration in our primary markets, which are

sensitive to severe weather events that could have a negative impact on the

economies of our markets, our operations or our customers,

could have a material adverse effect on our business, financial condition

and the results of operations;

5.Our ability to execute our growth strategy, including identifying and

make suitable acquisitions, raise additional capital to finance

such transactions, entry into new markets, possible failures in the achievement of

       anticipated benefits from such acquisitions and an inability of our
       personnel, systems and infrastructure to keep pace with such growth;

6.Risks associated with the integration of acquired businesses, including

exposure to potential risks related to asset quality and credit quality and unknown or

contingent liabilities, time and costs associated with integration

systems, technological platforms, procedures and personnel, the need to

additional capital to finance such transactions, and possible failures in

the realization of the expected benefits of acquisitions;

7. changes in Small business management (“SBA”) loan products, including

specifically the Section 7 (a) program and Section 504 loans, or changes in

       SBA standard operating procedures;


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8.risks associated with our ability to control our loans and to deposit

accounts of foreign nationals;

9.Risk associated with the relatively unseasoned nature of a

part of our loan portfolio;

10. the accuracy and sufficiency of the assumptions and estimates we make in

establish reserves for potential loan losses and other estimates;


  11. the risk of deteriorating asset quality and higher loan charge-offs;

12.Risks relating to the large amount of credit that we have granted to

a limited number of borrowers and in a limited geographical area;

13. our ability to maintain adequate liquidity and raise the necessary capital

to finance our acquisition strategy and operations or to respond to

minimum regulatory capital levels;

14. significant decreases in the amount of deposits we hold, or failure to grow

our deposit base as needed to help fund our growth and operations;

15. changes in market interest rates that affect the pricing of our loans and

deposits and our net interest income;

16. Potential fluctuations in the market value and liquidity of our investment

        securities;


    17. the effects of competition from a wide variety of local, regional,
        national and other providers of financial, investment and insurance
        services;

18. our ability to maintain an effective system of disclosure controls and

        procedures and internal controls over financial reporting;


    19. risks associated with fraudulent, negligent, or other acts by our
        customers, employees or vendors;

20. our ability to keep pace with technological change or challenges when

implementation of new technologies;

21. the risks associated with system failures or failures of protection against

        cybersecurity threats, such as breaches of our network security;


  22. risks associated with data processing system failures and errors;

    23. potential impairment on the goodwill we have recorded or may record in
        connection with business acquisitions;


24. initiation and outcome of litigation and other legal proceedings

        against us or to which we become subject;


    25. our ability to comply with various governmental and regulatory

requirements applicable to financial institutions, including

        requirements to maintain minimum capital levels;


    26. the impact of recent and future legislative and regulatory changes,

including changes in banking, stock exchange and tax laws and regulations and

        their application by our regulators, such as the implementation of the
        Economic Growth, Regulatory Relief and Consumer Protection Act (the
        "EGRRCPA");


  27. changes in tariffs and trade barriers;


28. government monetary and fiscal policies, including government policies

Board of Governors of the Federal Reserve System (the “Federal Reserve”);


    29. our ability to comply with supervisory actions by federal and state
        banking agencies;

30. changes in the scope and cost of Federal Deposit Insurance Corporation

        ("FDIC"), insurance and other coverage;


    31. systemic risks associated with the soundness of other financial
        institutions;

32. the cost savings resulting from our recent acquisitions and disposals of branches could

not be fully completed or may take longer than expected to be completed;

33. operating costs, loss of customers and business interruption following the

acquisitions, including negative effects on employee relations,

        may be greater than expected; and


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34. competition from other financial services companies in the

markets.



Other factors not identified above, including those described under the heading
"Risk Factors" in the 2020 Form 10-K and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in this Form 10-Q may also
cause our results to differ materially from the anticipated or estimated results
described in our forward-looking statements. The foregoing factors should not be
construed as exhaustive, and you should consider these factors in connection
with considering any forward-looking statements that may be made by us. If one
or more events related to these or other risks or uncertainties materialize, or
if our underlying assumptions prove to be incorrect, actual results may differ
materially from what we anticipate. Accordingly, you should not place undue
reliance on any such forward-looking statements. Any forward-looking statements
speaks only as of the date on which it is made, and we undertake no obligation
to release publicly any revisions to any forward-looking statement, to report
events or to report the occurrence of unanticipated events unless we are
required to do so by law.





Ongoing COVID-19 Pandemic



Our business has been, and continues to be, impacted by the recent and ongoing
outbreak of COVID-19. In March 2020, COVID-19 was declared a pandemic by the
World Health Organization and a national emergency by the President of the
United States. Efforts to limit the spread of COVID-19 led to shelter-in-place
orders, the closure of non-essential businesses, travel restrictions, supply
chain disruptions and prohibitions on public gatherings, among other things,
throughout the United States and, in particular, the markets in which we
operate. Although many of these restrictions have been lifted and society has
begun to re-open, the COVID-19 pandemic is ongoing and additional uncertainties
exist which may continue to impact our customers, employees and vendors; the
financial services and banking industry; and the Texas and U.S. economies as a
whole. These uncertainties include, among other things, the extent and severity
of the spread of COVID-19, the length of the pandemic, and future actions taken
by governmental authorities to contain the pandemic or to mitigate its impact.
In addition, a new Delta variant of COVID-19, which appears to be the most
transmissible variant to date, has begun to spread in the United States. The
impact of the Delta variant cannot be predicted at this time, and could depend
on numerous factors, including vaccination rates among the population, the
effectiveness of COVID-19 vaccines against the Delta variant, and the response
by governmental bodies and regulators. The COVID-19 pandemic has negatively
affected, and is expected to continue to negatively affect, our business,
financial position and operating results. In light of the uncertainties and
continuing developments discussed herein, we are currently unable to fully
assess or predict the extent of the effects of the COVID-19 pandemic on our
operations as the ultimate impact will depend on factors that are currently
unknown and/or beyond our control. Please refer to Part I, Item 1A, "Risk
Factors" of our 2020 Form 10-K.



In the State of Texas, economic disruption as a result of the COVID-19 pandemic
continues to impact our operations, as well as the operations of our customers.
In order to facilitate the continued delivery of essential services while
prioritizing the safety of our customers and employees, we implemented the
following measures:



• We have activated our communication plans to ensure that our employees, customers and

       critical vendors are kept informed of new developments affecting our
       operations.

• Masks recommended to be worn by all customers and employees in all of our

halls and other company facilities.

• Extensive availability of remote access to ensure employees have the capacity

       to work from home or other remote locations.



Actions of the Federal Reserve

Recent actions taken by the federal government and the Federal Reserve and other banking regulators to mitigate the economic effects of the COVID-19 pandemic will also have an impact on our financial condition and operating results. Some of these actions are discussed in more detail below.




In an emergency measure aimed at blunting the economic impact of the COVID-19
pandemic, the Federal Reserve lowered the target for the federal funds rate to a
range of between zero to 0.25% on March 15, 2020. This action by the Federal
Reserve followed a prior reduction of the targeted federal funds rates to a
range of 1.0% to 1.25% on March 3, 2020. Our earnings and cash flows are largely
dependent upon our net interest income. As our balance sheet is more asset
sensitive, our earnings are more adversely affected by decreases in market
interest rates as the interest rates received on loans and other investments
fall more quickly and to a larger degree than the interest rates paid on
deposits and other borrowings. The decline in interest rates has already led to
new all-time low yields across the U.S. Treasury maturity curve. If the Federal
Reserve decreases the targeted federal funds rates even further in response to
the economic effects of the COVID-19 pandemic, overall interest rates will
decline further, which will negatively impact our net interest income and
further compress our net interest margin. Alternatively, if the COVID-19
pandemic abates and general economic conditions improve, the Federal Reserve may
determine to increase the targeted federal funds rates and overall interest
rates

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will likely increase, which could have a positive impact on our net interest income, but could have a negative impact on commercial lending activity and the we economy.




The PPP was established by the Coronavirus Aid, Relief and Economic Security Act
("CARES Act") and implemented by the SBA with support from the Department of the
Treasury. The PPP is a federally-guaranteed, low-interest rate loan program that
is designed to provide a direct incentive for small businesses to keep workers
on the payroll. Businesses may use PPP loan funds to pay up to eight weeks of
payroll costs as well as to cover other eligible business expenses. PPP loans
may be partially or fully forgiven by the SBA if the funds are used for eligible
expenses during the relevant forgiveness period and the borrower meets the
employee retention criteria. Any PPP loans that are not fully forgiven will
carry an interest rate of 1% with a maturity of either two or five years,
depending on the date of origination. PPP loans that the SBA approved on or
after June 5, 2020 will have a maturity date of five years. Payments for PPP
loans are deferred until the SBA issues a forgiveness decision or ten months
after the end of the forgiveness period if the borrower fails to apply for
forgiveness. All PPP loans are fully guaranteed by the SBA and are included in
total loans outstanding. The results of our participation in the PPP are
discussed below.

The Federal Reserve has created various additional lending facilities and
expanded existing facilities to help provide up to $2.6 trillion in financing in
response to the financial disruptions caused by COVID-19. The programs include,
among other things, (i) the PPPLF, which is intended to extend loans to banks
making PPP loans, (ii) the Municipal Liquidity Facility, which is intended to
facilitate the purchase of eligible notes from states, and certain counties and
cities around the country, and (iii) the Main Street Lending Program, which is
intended to facilitate credit flows to businesses affected by the COVID-19
pandemic with up to 10,000 employees or up to $2.5 billion in 2019 annual
revenues. In addition to the PPPLF, we may participate in some or all of these
facilities or programs, including as a lender, agent or intermediary on behalf
of customers or in an advisory capacity in the future.

Overview


We are a Texas corporation and a registered bank holding company located in the
Houston metropolitan area with headquarters in Conroe, Texas. We offer a broad
range of commercial and retail banking services through our wholly-owned bank
subsidiary, Spirit of Texas Bank, SSB. We operate through 37 full-service
branches located primarily in the Houston, Dallas/Fort Worth, San Antonio/New
Braunfels, Corpus Christi, Austin, and Tyler metropolitan areas. As of June 30,
2021, we had total assets of $3.08 billion, loans held for investment of $2.27
billion, total deposits of $2.57 billion and total stockholders' equity of
$377.8 million.

As a bank holding company, we generate most of our revenues from interest income
on loans, gains on sale of the guaranteed portion of SBA loans, customer service
and loan fees, brokerage fees derived from secondary mortgage originations and
interest income from investments in securities. We incur interest expense on
deposits and other borrowed funds and noninterest expenses, such as salaries and
employee benefits and occupancy expenses. Our goal is to maximize income
generated from interest-earning assets, while also minimizing interest expense
associated with our funding base to widen net interest spread and drive net
interest margin expansion. Net interest margin is a ratio calculated as net
interest income divided by average interest-earning assets. Net interest income
is the difference between interest income on interest-earning assets, such as
loans and securities, and interest expense on interest-bearing liabilities, such
as deposits and borrowings that are used to fund those assets. Net interest
spread is the difference between rates earned on interest-earning assets and
rates paid on interest-bearing liabilities.

Changes in market interest rates and the interest rates we earn
on interest-earning assets or pay on interest-bearing liabilities, as well as
the volume and types
of interest-earning assets, interest-bearing and noninterest-bearing liabilities
and stockholders' equity, are usually the largest drivers of periodic changes in
net interest spread, net interest margin and net interest income. Fluctuations
in market interest rates are driven by many factors, including governmental
monetary policies, inflation, deflation, macroeconomic developments, changes in
unemployment, the money supply, political and international conditions and
conditions in domestic and foreign financial markets. Periodic changes in the
volume and types of loans in our loan portfolio are affected by, among other
factors, economic and competitive conditions in Texas, as well as developments
affecting the real estate, technology, financial services, insurance,
transportation, manufacturing and energy sectors within our target markets and
throughout Texas.



Results of Operations

Our operating results are largely dependent on net interest income and non-interest income. Other factors contributing to our results of operations include the level of our non-interest expenses, such as salaries and benefits, occupancy and equipment and other miscellaneous operating expenses.

Net interest income


Net interest income represents interest income less interest expense. We
generate interest income from interest, dividends and fees received on
interest-earning assets, including loans and investment securities we own. We
incur interest expense from interest paid on interest-bearing liabilities,
including interest-bearing deposits and borrowings. To evaluate net interest
income, we measure and monitor (1) yields on our loans and other
interest-earning assets, (2) the costs of our deposits and other funding
sources, (3) our net interest spread, (4) our net interest margin and (5) our
provisions for loan losses. Net interest spread is the difference between rates
earned on interest-earning assets and rates paid on interest-bearing
liabilities. Net interest margin is calculated as the annualized net

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interest income divided by average interest-earning assets. Because
noninterest-bearing sources of funds, such as noninterest-bearing deposits and
stockholders' equity, also fund interest-earning assets, net interest margin
includes the benefit of these noninterest-bearing sources.

Changes in market interest rates and the interest rates we earn on
interest-earning assets or pay on interest-bearing liabilities, as well as the
volume and types of interest-earning assets, interest-bearing and
noninterest-bearing deposits and stockholders' equity, are usually the largest
drivers of periodic changes in net interest spread, net interest margin and net
interest income. We measure net interest income before and after provision for
loan losses required to maintain our allowance for loan and lease losses at
acceptable levels.

Non-interest income


Our noninterest income includes the following: (1) service charges and fees;
(2) swap fees; (3) SBA loan servicing fees; (4) mortgage referral fees; (5) swap
referral fees; (6) gain on the sales of loans, net; (7) gain (loss) on sales of
investment securities; and (8) other.

Non-interest charges

Our non-interest expenses include: (1) salaries and benefits; (2) occupancy and equipment expenses; (3) professional services; (4) data processing and network; (5) regulatory assessments and insurance; (6) amortization of intangible assets of basic deposits; (7) advertising; (8) marketing; (9) telephone charges; (10) processing costs; and (11) other.

Financial condition

The primary factors we use to assess and manage our financial condition include liquidity, asset quality and capital.

Liquidity


We manage liquidity based upon factors that include the amount of core deposits
as a percentage of total deposits, the level of diversification of our funding
sources, the allocation and amount of our deposits among deposit types, the
short-term funding sources used to fund assets, the amount
of non-deposit funding used to fund assets, the availability of unused funding
sources, off-balance sheet obligations, the availability of assets to be readily
converted into cash without undue loss, the amount of cash and liquid securities
we hold, and the repricing characteristics and maturities of our assets when
compared to the repricing characteristics of our liabilities, the ability to
securitize and sell certain pools of assets and other factors.

Asset quality


We manage the diversification and quality of our assets based upon factors that
include the level, distribution, severity and trend of problem, classified,
delinquent, nonaccrual, nonperforming and restructured assets, the adequacy of
our allowance for loan and lease losses, discounts and reserves for unfunded
loan commitments, the diversification and quality of loan and investment
portfolios and credit risk concentrations.

Capital city


We manage capital based upon factors that include the level and quality of
capital and our overall financial condition, the trend and volume of problem
assets, the adequacy of discounts and reserves, the level and quality of
earnings, the risk exposures in our balance sheet, the levels of Tier 1 (core),
risk-based and tangible equity capital, the ratios of tier 1 (core), risk-based
and tangible equity capital to total assets and risk-weighted assets and other
factors.

Performance Highlights

Operational and Financial Highlights for the Closed Quarter June 30, 2021
include the following:



  • Net income for the second quarter of 2021 was $12.4 million.


  • Diluted earnings per share were $0.70 for the second quarter of 2021.

• The net interest margin and the net tax equivalent interest margin were 4.06% and

       4.14%, respectively.


  • Return on average assets was 1.57%, annualized.

• The book value per share was $ 22.01 and the tangible book value per share was $ 17.12.



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Tax equivalent net interest margin, adjusted net income, adjusted basic and
diluted earnings per share and tangible book value per share are financial
measures not in accordance with U.S. generally accepted accounting principles
("GAAP"). See our reconciliation of non-GAAP financial measures to their most
directly comparable GAAP financial measures under the caption "Management's
Discussion and Analysis of Financial Condition and Results of
Operations-Non-GAAP Financial Measures."

Analysis of the results of operations


Net income for the three months ended June 30, 2021 totaled $12.4 million, which
generated diluted earnings per common share of $0.70 for the three months ended
June 30, 2021. Net income for the three months ended June 30, 2020 totaled $7.7
million, which generated diluted earnings per common share of $0.44 for the
three months ended June 30, 2020. The increase in net income during the three
months ended June 30, 2021 compared to the prior year period was driven by an
increase in net interest income of $3.7 million that was primarily attributable
to accretion of net loan origination fees on PPP loans. Noninterest expense
during the three months ended June 30, 2021 was mostly consistent with
noninterest expense during the three months ended June 30, 2020. Income tax
expense during the three months ended June 30, 2021 increased $1.0 million
compared to the three months ended June 30, 2020 as a result of higher pre-tax
earnings. Our results of operations for the three months ended June 30, 2021
produced an annualized return on average assets of 1.57% compared to an
annualized return on average assets of 1.07% for the three months ended June 30,
2020. We had an annualized return on average stockholders' equity of 12.83% for
the three months ended June 30, 2021, compared to an annualized return on
average stockholders' equity of 8.93% for the three months ended June 30, 2020.

Net income for the six months ended June 30, 2021 totaled $22.5 million, which
generated diluted earnings per common share of $1.28 for the six months ended
June 30, 2021. Net income for the six months ended June 30, 2020 totaled $11.8
million, which generated diluted earnings per common share of $0.65 for the six
months ended June 30, 2020. The increase in net income during the six months
ended June 30, 2021 compared to the prior year period was driven by an increase
in net interest income of $7.7 million that was primarily attributable to
accretion of net loan origination fees on PPP loans. Noninterest expense during
the six months ended June 30, 2021 also declined $3.6 million compared to the
six months ended June 30, 2020, which was primarily due to deferred costs on
newly originated PPP loans and the lack of merger related expenses during the
first half of 2021 compared to $1.5 million of merger related expenses for the
first half of 2020. Income tax expense during the six months ended June 30, 2021
increased $3.4 million compared to the six months ended June 30, 2020 as a
result of higher pre-tax earnings and a nonrecurring carryback claim recorded in
the first quarter of 2020 which reduced income tax expense by $575 thousand. Our
results of operations for the six months ended June 30, 2021 produced an
annualized return on average assets of 1.45% compared to an annualized return on
average assets of 0.90% for the six months ended June 30, 2020. We had an
annualized return on average stockholders' equity of 12.39% for the six months
ended June 30, 2021, compared to an annualized return on average stockholders'
equity of 6.83% for the six months ended June 30, 2020.



Net interest income and net interest margin


The following table presents, for the periods indicated, information about
(1) average balances, the total dollar amount of interest income from
interest-earning assets and the resultant average yields; (2) average balances,
the total dollar amount of interest expense on interest-bearing liabilities and
the resultant average rates; (3) the interest rate spread; (4) net interest
income and margin; and (5) net interest income and margin (tax equivalent).
Interest earned on loans that are classified as nonaccrual is not recognized in
income, however the balances are reflected in average outstanding balances for
that period. Any nonaccrual loans have been included in the table as loans
carrying a zero yield.



                                                                            Three Months Ended June 30,
                                                               2021                                             2020
                                             Average         Interest/      Annualized        Average         Interest/      Annualized
                                           Balance (1)        Expense       Yield/Rate      Balance (1)        Expense       Yield/Rate
                                                                              (Dollars in thousands)
Interest-earning assets:
Interest-earning deposits in other banks   $    115,322     $        40            0.14 %   $    220,940     $       148            0.27 %

Loans, including loans held for sale (2) 2,347,636 30,995

        5.30 %      2,332,707          29,911            5.14 %
Investment securities and other                 469,365           1,719            1.47 %         93,256             495            2.13 %
Total interest-earning assets                 2,932,323          32,754            4.48 %      2,646,903          30,554            4.63 %
Noninterest-earning assets                      241,133                                          228,203
Total assets                               $  3,173,456                                     $  2,875,106
Interest-bearing liabilities:
Interest-bearing demand deposits           $    518,240     $       159            0.12 %   $    346,220     $       175            0.20 %
Interest-bearing NOW accounts                    10,572               1            0.05 %         29,087              18            0.25 %
Savings and money market accounts               667,434             691            0.42 %        539,533             825            0.61 %
Time deposits                                   622,390           1,230            0.79 %        719,498           2,927            1.63 %
FHLB advances and other borrowings              184,472             972            2.11 %        150,388             558            1.49 %
Total interest-bearing liabilities            2,003,108           3,053            0.61 %      1,784,726           4,503            1.01 %

Non-interest bearing debts and

  shareholders' equity:
Noninterest-bearing demand deposits             782,158                                          742,542


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