HBCP 10-Q Quarterly Report March 31, 2014 | Alphaminr

HBCP 10-Q Quarter ended March 31, 2014

HOME BANCORP, INC.
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10-Q 1 d710690d10q.htm FORM 10-Q Form 10-Q
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended: March 31, 2014

or

¨ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number: 001-34190

HOME BANCORP, INC.

(Exact name of Registrant as specified in its charter)

Louisiana 71-1051785

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification Number)

503 Kaliste Saloom Road, Lafayette, Louisiana 70508
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (337) 237-1960

Not Applicable

(Former Name, Former Address and Former Fiscal Year, if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.     YES x NO ¨

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES x NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨ Accelerated filer x
Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    YES ¨ NO x

At May 1, 2014, the registrant had 7,099,414 shares of common stock, $0.01 par value, outstanding.


Table of Contents

HOME BANCORP, INC. and SUBSIDIARY

TABLE OF CONTENTS

Page
PART I

Item 1.

Financial Statements (unaudited)

Consolidated Statements of Financial Condition

1

Consolidated Statements of Income

2

Consolidated Statements of Comprehensive Income

3

Consolidated Statements of Changes in Shareholders’ Equity

4

Consolidated Statements of Cash Flows

5

Notes to Unaudited Consolidated Financial Statements

6

Item 2.

Managements’ Discussion and Analysis of Financial Condition and Results of Operations

29

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

40

Item 4.

Controls and Procedures

40
PART II

Item 1.

Legal Proceedings

40

Item 1A.

Risk Factors

40

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

40

Item 3.

Defaults Upon Senior Securities

41

Item 4.

Mine Safety Disclosure

41

Item 5.

Other Information

41

Item 6.

Exhibits

41

SIGNATURES

42


Table of Contents

HOME BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited)
March 31,

2014
(Audited)
December 31,
2013

Assets

Cash and cash equivalents

$ 57,221,018 $ 32,638,900

Interest-bearing deposits in banks

6,763,000 2,940,000

Investment securities available for sale, at fair value

182,344,248 149,632,153

Investment securities held to maturity (fair values of $10,731,843 and $9,275,158, respectively)

10,715,225 9,404,790

Mortgage loans held for sale

5,465,256 1,951,345

Loans covered by loss sharing agreements

18,579,128 21,673,808

Noncovered loans, net of unearned income

861,503,175 685,782,309

Total loans, net of unearned income

880,082,303 707,456,117

Allowance for loan losses

(7,104,476 ) (6,918,009 )

Total loans, net of unearned income and allowance for loan losses

872,977,827 700,538,108

Office properties and equipment, net

36,791,667 30,702,635

Cash surrender value of bank-owned life insurance

18,815,588 17,750,604

FDIC loss sharing receivable

10,069,092 12,698,077

Accrued interest receivable and other assets

38,009,342 25,984,346

Total Assets

$ 1,239,172,263 $ 984,240,958

Liabilities

Deposits:

Noninterest-bearing

$ 253,865,686 $ 174,475,044

Interest-bearing

733,519,157 566,837,372

Total deposits

987,384,843 741,312,416

Short-term Federal Home Loan Bank (FHLB) advances

71,302,244 87,000,000

Long-term Federal Home Loan Bank (FHLB) advances

10,000,000 10,000,000

Securities sold under repurchase agreements

20,878,331

Accrued interest payable and other liabilities

5,231,598 4,019,013

Total Liabilities

1,094,797,016 842,331,429

Shareholders’ Equity

Preferred stock, $0.01 par value - 10,000,000 shares authorized; none issued

Common stock, $0.01 par value - 40,000,000 shares authorized; 8,958,695 and 8,958,395 shares issued; 7,099,414 and 7,099,314 shares outstanding, respectively

89,588 89,585

Additional paid-in capital

92,655,484 92,192,410

Treasury stock at cost - 1,859,281 and 1,859,081 shares, respectively

(28,015,546 ) (28,011,398 )

Unallocated common stock held by:

Employee Stock Ownership Plan (ESOP)

(5,177,560 ) (5,266,830 )

Recognition and Retention Plan (RRP)

(1,018,497 ) (1,018,497 )

Retained earnings

85,162,600 83,729,144

Accumulated other comprehensive income

679,178 195,115

Total Shareholders’ Equity

144,375,247 141,909,529

Total Liabilities and Shareholders’ Equity

$ 1,239,172,263 $ 984,240,958

The accompanying Notes are an integral part of these Consolidated Financial Statements.

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Table of Contents

HOME BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

For the Three Months Ended
March 31,
2014 2013

Interest Income

Loans, including fees

$ 11,484,445 $ 10,072,750

Investment securities

1,050,846 771,050

Other investments and deposits

31,158 31,306

Total interest income

12,566,449 10,875,106

Interest Expense

Deposits

622,565 881,014

Securities sold under repurchase agreement

16,675

Short-term FHLB advances

35,661 3,634

Long-term FHLB advances

80,550 140,045

Total interest expense

755,451 1,024,693

Net interest income

11,810,998 9,850,413

Provision for loan losses

145,016 520,392

Net interest income after provision for loan losses

11,665,982 9,330,021

Noninterest Income

Service fees and charges

796,093 582,542

Bank card fees

455,984 414,392

Gain on sale of loans, net

161,862 548,419

Income from bank-owned life insurance

110,641 119,551

Gain on sale of securities, net

1,826

Accretion of FDIC loss sharing receivable

85,167 112,199

Other income

44,406 39,371

Total noninterest income

1,655,979 1,816,474

Noninterest Expense

Compensation and benefits

6,794,808 5,096,218

Occupancy

1,014,330 831,253

Marketing and advertising

207,241 239,195

Data processing and communication

1,371,823 641,515

Professional services

487,110 212,746

Forms, printing and supplies

161,920 106,773

Franchise and shares tax

184,385 273,620

Regulatory fees

228,377 223,249

Foreclosed assets, net

361,885 177,943

Other expenses

445,166 530,000

Total noninterest expense

11,257,045 8,332,512

Income before income tax expense

2,064,916 2,813,983

Income tax expense

631,460 952,049

Net Income

$ 1,433,456 $ 1,861,934

Earnings per share:

Basic

$ 0.22 $ 0.28

Diluted

$ 0.21 $ 0.26

The accompanying Notes are an integral part of these Consolidated Financial Statements.

2


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HOME BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

For the Three Months Ended
March 31,
2014 2013

Net Income

$ 1,433,456 $ 1,861,934

Other Comprehensive (Loss) Income

Unrealized gains (losses) on investment securities

$ 746,538 $ (256,735 )

Reclassification adjustment for gains included in net income

(1,826 )

Tax effect (1)

(260,649 ) 40,798

Other comprehensive income (loss), net of taxes

$ 484,063 $ (215,937 )

Comprehensive Income

$ 1,917,519 $ 1,645,997

(1) The tax effect on the change in unrealized (losses) gains on investment securities was $261,288 and $40,798 for the periods ending March 31, 2014 and 2013, respectively. The reclassification adjustment for gains included in the net income had a tax effect of $639 for the period ending March 31, 2014.

The accompanying Notes are an integral part of these Consolidated Financial Statements.

3


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HOME BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

Common
Stock
Additional
Paid-in
Capital
Treasury
Stock
Unallocated
Common Stock
Held by ESOP
Unallocated
Common Stock
Held by RRP
Retained
Earnings
Accumulated
Other
Comprehensive
Income
Total

Balance, December 31, 2012 (1)

$ 89,506 $ 90,986,820 $ (21,719,954 ) $ (5,623,910 ) $ (1,831,759 ) $ 76,435,222 $ 3,237,935 $ 141,573,860

Comprehensive income:

Net income

1,861,934 1,861,934

Other comprehensive income

(215,937 ) (215,937 )

Treasury stock acquired at cost, 36,160 shares

(670,832 ) (670,832 )

Exercise of stock options

28 32,682 32,710

RRP shares released for allocation

(7,141 ) 8,260 1,119

ESOP shares released for allocation

77,884 89,270 167,154

Share-based compensation cost

367,948 367,948

Balance, March 31, 2013

$ 89,534 $ 91,458,193 $ (22,390,786 ) $ (5,534,640 ) $ (1,823,499 ) $ 78,297,156 $ 3,021,998 $ 143,117,956

Balance, December 31, 2013 (1)

$ 89,585 $ 92,192,410 $ (28,011,398 ) $ (5,266,830 ) $ (1,018,497 ) $ 83,729,144 $ 195,115 $ 141,909,529

Comprehensive income:

Net income

1,433,456 1,433,456

Other comprehensive loss

484,063 484,063

Treasury stock acquired at cost, 200 shares

(4,148 ) (4,148 )

Exercise of stock options

3 3,432 3,435

RRP shares released for allocation

ESOP shares released for allocation

94,146 89,270 183,416

Share-based compensation cost

365,496 365,496

Balance, March 31, 2014

$ 89,588 $ 92,655,484 $ (28,015,546 ) $ (5,177,560 ) $ (1,018,497 ) $ 85,162,600 $ 679,178 $ 144,375,247

(1) Balances as of December 31, 2012 and December 31, 2013 are audited.

The accompanying Notes are an integral part of these Consolidated Financial Statements.

4


Table of Contents

HO ME BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

For the Three Months Ended
March 31,
2014 2013

Cash flows from operating activities, net of effects of acquisition:

Net income

$ 1,433,456 $ 1,861,934

Adjustments to reconcile net income to net cash provided by operating activities:

Provision for loan losses

145,016 520,392

Depreciation

404,657 360,405

Amortization of purchase accounting valuations and intangibles

1,768,439 (41,196 )

Net amortization of mortgage servicing asset

59,574 46,756

Federal Home Loan Bank stock dividends

(3,000 ) (2,100 )

Net amortization of premium on investments

270,253 273,788

Gain on sale of investment securities, net

(1,826 )

Gain on loans sold, net

(161,862 ) (548,419 )

Proceeds, including principal payments, from loans held for sale

15,008,478 25,307,705

Originations of loans held for sale

(16,714,484 ) (23,582,364 )

Non-cash compensation

548,912 535,102

Deferred income tax provision

399,068 222,481

Increase (decrease) in interest receivable and other assets

2,407,200 (43,231 )

Increase in cash surrender value of bank-owned life insurance

(110,641 ) (119,551 )

Decrease in accrued interest payable and other liabilities

(4,927,511 ) (484,021 )

Net cash provided by operating activities

525,729 4,307,681

Cash flows from investing activities, net of effects of acquisition:

Purchases of securities available for sale

(7,805,876 ) (8,107,951 )

Purchases of securities held to maturity

(1,559,433 )

Proceeds from maturities, prepayments and calls on securities available for sale

6,696,912 6,569,144

Proceeds from maturities, prepayments and calls on securities held to maturity

202,594 201,480

Proceeds from sales on securities available for sale

66,904,999

Net increase in loans

(14,107,938 ) (6,934,195 )

Reimbursement from FDIC for covered assets

226,038

Proceeds from sale of repossessed assets

1,208,064 642,151

Purchases of office properties and equipment

(852,569 ) (123,571 )

Net cash disbursed in business combination

(22,995,365 )

Purchases of Federal Home Loan Bank stock

(2,129,600 ) (996,900 )

Proceeds from redemption of Federal Home Loan Bank stock

727,100

Net cash used in investing activities

25,787,826 (8,022,742 )

Cash flows from financing activities, net of effects of acquisition:

Increase in deposits

29,507,951 9,939,001

(Decrease) increase in Federal Home Loan Bank advances

(24,924,000 ) 3,146,395

Decrease in securities sold under repurchase agreements

(6,314,675 )

Purchase of treasury stock

(4,148 ) (670,832 )

Proceeds from exercise of stock options

3,435 32,710

Net cash provided by financing activities

(1,731,437 ) 12,447,274

Net change in cash and cash equivalents

24,582,118 8,732,213

Cash and cash equivalents at beginning of year

32,638,900 39,539,366

Cash and cash equivalents at end of period

$ 57,221,018 $ 48,271,579

The accompanying Notes are an integral part of these Consolidated Financial Statements.

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HOME BANCORP, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The accompanying unaudited consolidated financial statements of Home Bancorp, Inc. (the “Company”) were prepared in accordance with instructions for Form 10-Q and Regulation S-X and do not include information or footnotes necessary for a complete presentation of financial condition, results of operations, other comprehensive income, changes in shareholders’ equity and cash flows in conformity with accounting principles generally accepted in the United States of America. However, in the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the financial statements have been included. The results of operations for the three-month period ended March 31, 2014 are not necessarily indicative of the results which may be expected for the entire fiscal year. These statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) for the year ended December 31, 2013.

In preparing the financial statements, the Company is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the Company’s financial condition, results of operations, other comprehensive income, changes in shareholders’ equity and cash flows for the interim periods presented. These adjustments are of a normal recurring nature and include appropriate estimated provisions.

Certain amounts reported in prior periods have been reclassified to conform to the current period presentation. Such reclassifications had no effect on previously reported shareholders’ equity or net income.

2. Accounting Developments

In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740) , which clarifies the presentation requirements of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014 and should be applied prospectively. The adoption of this ASU is not expected to have a material effect on our Consolidated Financial Statements.

In January 2014, the FASB issued ASU No. 2014-01, “Accounting for Investments in Qualified Affordable Housing Projects.” ASU No. 2014-01 permits reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognize the net investment performance in the income statement as a component of income tax expense. This new guidance also requires new disclosures for all investors in these projects. ASU No. 2014-01 is effective for interim and annual reporting periods beginning after December 15, 2014. Upon adoption, the guidance must be applied retrospectively to all periods presented. However, entities that use the effective yield method to account for investments in these projects before adoption may continue to do so for these pre-existing investments. The adoption of ASU No. 2014-01 is not expected to have a material impact on the Company’s Consolidated Financial Statements.

In January 2014, the FASB issued ASU No. 2014-04, “Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure.” The objective of this guidance is to clarify when an in substance repossession or foreclosure occurs, that is, when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan receivable should be derecognized and the real estate property recognized. ASU No. 2014-04 states that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the

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residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, ASU No. 2014-04 requires interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. ASU No. 2014-04 is effective for interim and annual reporting periods beginning after December 15, 2014. The adoption of ASU No. 2014-04 is not expected to have a material impact on the Company’s Consolidated Financial Statements.

3. Acquisition Activity

On February 14, 2014, the Company completed the acquisition of Britton & Koontz Capital Corporation (“Britton & Koontz”), the former holding company of Britton & Koontz Bank, N.A. (“Britton & Koontz Bank”) of Natchez, Mississippi. Shareholders of Britton & Koontz received $16.14 per share in cash, yielding an aggregate purchase price of $34,515,000.

The acquisition was accounted for under the purchase method of accounting in accordance with ASC 805, Business Combinations . In accordance with ASC 805, the Company recorded goodwill totaling $62,000 from the acquisition as a result of consideration transferred over net assets acquired. Both the assets acquired and liabilities assumed were recorded at their respective acquisition date fair values. Identifiable intangible assets, including core deposit intangible assets, were recorded at fair value.

The fair value estimates of the Britton & Koontz assets and liabilities recorded are preliminary and subject to refinement as additional information becomes available. Under current accounting principles, the Company’s estimates of fair values may be adjusted for a period of up to one year from the acquisition date.

The assets acquired and liabilities assumed, as well as the adjustments to record the assets and liabilities at fair value, are presented in the following table as of February 14, 2014.

(dollars in thousands)

As Acquired Fair Value
Adjustments
As recorded by
Home Bancorp

Assets

Cash and cash equivalents

$ 15,342 $ $ 15,342

Investment securities

96,952 1,033 (a) 97,985

Loans

170,083 (7,107 ) (b) 162,976

Repossessed assets

2,699 (871 ) (c) 1,828

Office properties and equipment, net

6,566 (925 ) (d) 5,641

Core deposit intangible

3,030 (e) 3,030

Other assets

9,212 2,722 (f) 11,934

Total assets acquired

$ 300,854 $ (2,118 ) $ 298,736

Liabilities

Interest-bearing deposits

$ 156,839 $ 186 (g) $ 157,025

Noninterest-bearing deposits

59,575 59,575

FHLB advances

9,149 103 (h) 9,252

Securities sold under repurchase agreements

26,315 976 (i) 27,291

Other liabilities

11,125 15 11,140

Total liabilities assumed

$ 263,003 $ 1,280 $ 264,283

Excess of assets acquired over liabilities assumed

34,453

Cash consideration paid

(34,515 )

Total goodwill recorded

$ 62

(a) The adjustment represents the market value adjustments on Britton & Koontz’s investments based on their interest rate risk and credit risk.
(b) The adjustment to reflect the fair value of loans includes:

Adjustment of $2.1 million to reflect the removal of Britton & Koontz’s allowance for loan losses in accordance with ASC 805.

(Footnotes continued on next page.)

(Footnotes continued from prior page.)

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Adjustment of $5.1 million for loans within the scope of ASC 310-30. As a result of an analysis by management of all impaired loans, $20.1 million of loans were determined to be within the scope of, and were evaluated under, ASC 310-30. The contractually required payments receivable related to ASC 310-30 loans is approximately $34.0 million with expected cash flow to be collected of $17.3 million. The estimated fair value of such loans is $15.0 million, with a nonaccretable difference of $2.8 million and an accretable yield of $2.3 million.

Adjustment of $4.1 million for all remaining loans determined not to be within the scope of ASC 310-30. Loans which are not within the scope of ASC 310-30 totaled $151.5 million. In determining the fair value of the loans which are not within the scope of ASC 310-30, the acquired loan portfolio was evaluated based on risk characteristics and other credit and market criteria to determine a credit quality adjustment to the fair value of the loans acquired. The acquired loan balance was reduced by the aggregate amount of the credit quality adjustment in determining the fair value of the loans.

(c) The adjustment represents the write down of the book value of Britton & Koontz’s repossessed assets to their estimated fair value, as adjusted for estimated costs to sell.
(d) The adjustment represents the adjustment of Britton & Koontz’s office properties and equipment to their estimated fair value at the acquisition date.
(e) The adjustment represents the value of the core deposit base assumed in the acquisition. The core deposit asset was recorded as an identifiable intangible asset and will be amortized on an accelerated basis over the estimated life of the deposit base of 15 years.
(f) The adjustment is to record the deferred tax asset on the transaction and the estimated fair value on other assets.
(g) The adjustment represents the fair value of certificates of deposit acquired based on current interest rates for similar instruments. The adjustment will be recognized using a level yield amortization method based on maturities of the deposit liabilities.
(h) The adjustment is to record the fair value of FHLB advances acquired at various terms and maturities based on market rates at the acquisition date. The adjustment will be recognized using a level yield amortization method based on maturities of the borrowings.
(i) The adjustment is to record the fair value of other borrowings acquired at various terms and maturities based on market rates at the acquisition date. The adjustment will be recognized using a level yield amortization method based on maturities of the borrowings.

The following pro forma information for the three months ended March 31, 2014 and 2013 reflects the Company’s estimated consolidated results of operations as if the acquisition of Britton & Koontz occurred at January 1, 2013, unadjusted for potential cost savings.

(dollars in thousands except per share information)

2014 2013

Net interest income

$ 13,271 $ 12,558

Noninterest income

1,905 2,596

Noninterest expense

11,156 11,336

Net income

2,690 2,182

Earnings per share - basic

$ 0.41 $ 0.32

Earnings per share - diluted

0.39 0.31

4. Investment Securities

Summary information regarding the Company’s investment securities classified as available for sale and held to maturity as of March 31, 2014 and December 31, 2013 is as follows.

(dollars in thousands)

Gross Unrealized
Losses

March 31, 2014

Amortized
Cost
Gross
Unrealized
Gains
Less Than
1 Year
Over 1
Year
Fair Value

Available for sale:

U.S. agency mortgage-backed

$ 122,972 $ 1,871 $ 379 $ 491 $ 123,973

Non-U.S. agency mortgage-backed

9,326 85 9 29 9,373

Municipal bonds

25,559 420 163 93 25,723

U.S. government agency

23,442 223 390 23,275

Total available for sale

$ 181,299 $ 2,599 $ 941 $ 613 $ 182,344

Held to maturity:

U.S. agency mortgage-backed

$ 49 $ $ $ $ 49

Municipal bonds

10,666 109 92 10,683

Total held to maturity

$ 10,715 $ 109 $ 92 $ $ 10,732

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(dollars in thousands)

Gross Unrealized
Losses

December 31, 2013

Amortized
Cost
Gross
Unrealized
Gains
Less Than
1 Year
Over 1
Year
Fair Value

Available for sale:

U.S. agency mortgage-backed

$ 96,145 $ 1,765 $ 909 $ 216 $ 96,785

Non-U.S. agency mortgage-backed

9,765 58 31 43 9,749

Municipal bonds

19,879 318 279 119 19,799

U.S. government agency

23,543 236 480 23,299

Total available for sale

$ 149,332 $ 2,377 $ 1,699 $ 378 $ 149,632

Held to maturity:

U.S. agency mortgage-backed

$ 132 $ 1 $ $ $ 133

Municipal bonds

9,273 67 198 9,142

Total held to maturity

$ 9,405 $ 68 $ 198 $ $ 9,275

The amortized cost and estimated fair value by maturity of the Company’s investment securities as of March 31, 2014 are shown in the following tables. Securities are classified according to their contractual maturities without consideration of principal amortization, potential prepayments or call options. The expected maturity of a security may differ from its contractual maturity because of prepayments or the exercise of call options. Accordingly, actual maturities may differ from contractual maturities.

(dollars in thousands)

One Year
or Less
One Year
to Five
Years
Five to
Ten Years
Over Ten
Years
Total

Fair Value

Securities available for sale:

U.S. agency mortgage-backed

$ 34 $ 206 $ 21,245 $ 102,488 $ 123,973

Non-U.S. agency mortgage-backed

9,373 9,373

Municipal bonds

794 8,270 11,464 5,195 25,723

U.S. government agency

2,504 10,081 5,796 4,894 23,275

Total available for sale

$ 3,332 $ 18,557 $ 38,505 $ 121,950 $ 182,344

Securities held to maturity:

U.S. agency mortgage-backed

$ 49 $ $ $ $ 49

Municipal bonds

215 672 8,770 1,026 10,683

Total held to maturity

264 672 8,770 1,026 10,732

Total investment securities

$ 3,596 $ 19,229 $ 47,275 $ 122,976 $ 193,076

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(dollars in thousands)

One Year
or Less
One Year
to Five
Years
Five to
Ten Years
Over Ten
Years
Total

Amortized Cost

Securities available for sale:

U.S. agency mortgage-backed

$ 33 $ 192 $ 21,237 $ 101,510 $ 122,972

Non-U.S. agency mortgage-backed

9,326 9,326

Municipal bonds

788 8,074 11,588 5,109 25,559

U.S. government agency

2,500 10,204 5,991 4,747 23,442

Total available for sale

$ 3,321 $ 18,470 $ 38,816 $ 120,692 $ 181,299

Securities held to maturity:

U.S. agency mortgage-backed

$ 49 $ $ $ $ 49

Municipal bonds

215 636 8,793 1,022 10,666

Total held to maturity

264 636 8,793 1,022 10,715

Total investment securities

$ 3,585 $ 19,106 $ 47,609 $ 121,714 $ 192,014

Management evaluates securities for other-than-temporary impairment at least quarterly, and more frequently when economic and market conditions warrant such evaluations. Consideration is given to (1) the extent and length of time the fair value has been below cost; (2) the reasons for the decline in value; and (3) the Company’s intent to sell a security or whether it is more likely than not the Company will be required to sell the security before the recovery of its amortized cost, which may extend to maturity.

The Company performs a process to identify securities that could potentially have a credit impairment that is other-than-temporary. This process involves evaluating each security for impairment by monitoring credit performance, collateral type, collateral geography, bond credit support, loan-to-value ratios, credit scores, loss severity levels, pricing levels, downgrades by rating agencies, cash flow projections and other factors as indicators of potential credit issues. When the Company determines that a security is deemed to be other-than-temporarily impaired, an impairment loss is recognized.

As of March 31, 2014 and December 31, 2013, the Company had $61,968,000 and $43,977,000, respectively, of securities pledged to secure public deposits.

As of March 31, 2014, 59 of the Company’s debt securities had unrealized losses totaling 2.5% of the individual securities’ amortized cost basis and 0.9% of the Company’s total amortized cost basis of the investment securities portfolio. 11 of the 59 securities had been in a continuous loss position for over 12 months at such date. The 11 securities had an aggregate amortized cost basis of $12.8 million and unrealized loss of $613,000 at March 31, 2014. Management has the intent and ability to hold these debt securities until maturity, or until anticipated recovery; hence, no declines in these 11 securities were deemed to be other-than-temporary.

5. Earnings Per Share

Earnings per common share were computed based on the following:

Three Months Ended

March 31,

(in thousands, except per share data)

2014 2013

Numerator:

Net income available to common shareholders

$ 1,433 $ 1,862

Denominator:

Weighted average common shares outstanding

6,491 6,749

Effect of dilutive securities:

Restricted stock

61 86

Stock options

339 265

Weighted average common shares outstanding - assuming dilution

6,891 7,100

Earnings per common share

$ 0.22 $ 0.28

Earnings per common share - assuming dilution

$ 0.21 $ 0.26

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Options on 47,500 and 49,500 shares of common stock were not included in the computation of diluted earnings per share for the three months ended March 31, 2014 and March 31, 2013, respectively, because the effect of these shares was anti-dilutive.

6. Credit Quality and Allowance for Loan Losses

The following briefly describes the distinction between originated, non-covered acquired and covered loans and certain significant accounting policies relevant to each category.

Originated Loans

Loans originated for investment are reported at the principal balance outstanding net of unearned income. Interest on loans and accretion of unearned income are computed in a manner that approximates a level yield on recorded principal. Interest on loans is recorded as income as earned. The accrual of interest on an originated loan is discontinued when it is probable the borrower will not be able to meet payment obligations as they become due. The Company maintains an allowance for loan losses on originated loans that represents management’s estimate of probable losses incurred in this portfolio category.

Non-covered Acquired Loans

Non-covered acquired loans are those collectively associated with our acquisition of GS Financial Corp. (“GSFC”), the former holding company of Guaranty Savings Bank of Metairie, Louisiana, on July 15, 2011 and Britton & Koontz Capital Corporation (“Britton & Koontz”), the former holding company of Britton & Koontz Bank, N.A. (“Britton & Koontz Bank”) of Natchez, Mississippi on February 14, 2014. These loans were recorded at estimated fair value at the acquisition date with no carryover of the related allowance for loan losses. The non-covered acquired loans were segregated between those considered to be performing (“acquired performing”) and those with evidence of credit deterioration (“acquired impaired”), and then further segregated into loan pools designed to facilitate the estimation of expected cash flows. The fair value estimate for each pool of acquired performing and acquired impaired loans was based on the estimate of expected cash flows, both principal and interest, from that pool, discounted at prevailing market interest rates.

The difference between the fair value of an acquired performing loan pool and the contractual amounts due at the acquisition date (the “fair value discount”) is accreted into income over the estimated life of the pool. Management estimates an allowance for loan losses for acquired performing loans using a methodology similar to that used for originated loans. The allowance determined for each loan pool is compared to the remaining fair value discount for that pool. If the allowance amount calculated under the Company’s methodology is greater than the Company’s remaining discount, the additional amount called for is added to the reported allowance through a provision for loan losses. If the allowance amount calculated under the Company’s methodology is less than the Company’s recorded discount, no additional allowance or provision is recognized. Actual losses first reduce any remaining fair value discount for the loan pool. Once the discount is fully depleted, losses are applied against the allowance established for that pool. Acquired performing loans are placed on nonaccrual status and considered and reported as nonperforming or past due using the same criteria applied to the originated portfolio.

The excess of cash flows expected to be collected from an acquired impaired loan pool over the pool’s estimated fair value at acquisition is referred to as the accretable yield and is recognized in interest income using an effective yield method over the remaining life of the pool. Each pool of acquired impaired loans is accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows.

Management recasts the estimate of cash flows expected to be collected on each acquired impaired loan pool periodically. If the present value of expected cash flows for a pool is less than its carrying value, an impairment is recognized by an increase in the allowance for loan losses and a charge to the provision for loan losses. If the present value of expected cash flows for a pool is greater than its carrying value, any previously established allowance for loan losses is reversed and any remaining difference increases the accretable yield which will be taken into interest income over the remaining life of the loan pool. Acquired impaired loans are generally not subject to individual evaluation for impairment and are not reported with impaired loans, even if they would otherwise qualify for such treatment .

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Table of Contents

Covered Loans and the Related Loss Share Receivable

The loans purchased in the Company’s 2010 acquisition of certain assets and liabilities of Statewide Bank (“Statewide”) are covered by loss share agreements between the FDIC and the Company that afford the Company significant loss protection. In connection with the transaction, Home Bank entered into loss sharing agreements with the FDIC which cover the acquired loan portfolio (“Covered Loans”) and repossessed assets (collectively referred to as “Covered Assets”). Under the terms of the loss sharing agreements, the FDIC will, subject to the terms and conditions of the agreements, absorb 80% of the first $41,000,000 of losses incurred on Covered Assets and 95% of losses on Covered Assets exceeding $41,000,000 during the periods specified in the loss sharing agreements. These covered loans are accounted for as acquired impaired loans as described above. The loss share receivable is measured separately from the related covered loans as it is not contractually embedded in the loans and is not transferable should the loans be sold. The fair value of the loss share receivable at acquisition was estimated by discounting projected cash flows related to the loss share agreements based on the expected reimbursements for losses using the applicable loss share percentages. The discounted amount is accreted into non-interest income over the remaining life of the covered loan pool or the life of the loss share agreement.

The loss share receivable is reviewed and updated prospectively as loss estimates related to covered loans change. Increases in expected reimbursements under the loss sharing agreements from a covered loan pool will lead to an increase in the loss share receivable. A decrease in expected reimbursements is reflected first as a reversal of any previously recorded increase in the loss share receivable on the covered loan pool with the remainder reflected as a reduction in the loss share receivable’s accretion rate. Increases and decreases in the loss share receivable can result in reductions in or additions to the provision for loan losses, which serve to offset the impact on the provision from impairment recognized on the underlying covered loan pool and reversals of previously recognized impairment. The impact on operations of a reduction in the loss share receivable’s accretion rate is associated with an increase in the accretable yield on the underlying loan pool.

The allowance for loan losses and recorded investment in loans as of the dates indicated are as follows.

As of March 31, 2014
Originated Loans Acquired Loans

(dollars in thousands)

Collectively
Evaluated for
Impairment
Individually
Evaluated for
Impairment
Non-covered
Acquired

Loans
Covered Loans Total

Allowance for loan losses:

One- to four-family first mortgage

$ 937 $ $ 184 $ $ 1,121

Home equity loans and lines

373 58 431

Commercial real estate

2,643 2,643

Construction and land

1,121 1,121

Multi-family residential

84 84

Commercial and industrial

740 482 6 1,228

Consumer

476 476

Total allowance for loan losses

$ 6,374 $ 482 $ 248 $ $ 7,104

As of March 31, 2014
Originated Loans Acquired Loans

(dollars in thousands)

Collectively
Evaluated for
Impairment
Individually
Evaluated for
Impairment
Non-covered
Acquired

Loans (1)
Covered Loans Total

Loans:

One- to four-family first mortgage

$ 142,907 $ 324 $ 76,689 $ 3,275 $ 223,195

Home equity loans and lines

30,940 21,340 2,143 54,423

Commercial real estate

240,472 83,641 11,070 335,183

Construction and land

92,238 22,834 390 115,462

Multi-family residential

7,120 12,709 1,116 20,945

Commercial and industrial

65,607 1,730 19,387 387 87,111

Consumer

39,763 3,802 198 43,763

Total loans

$ 619,047 $ 2,054 $ 240,402 $ 18,579 $ 880,082

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Table of Contents
As of December 31, 2013
Originated Loans Acquired Loans

(dollars in thousands)

Collectively
Evaluated for
Impairment
Individually
Evaluated for
Impairment
Non-covered
Acquired

Loans (1)
Covered Loans Total

Allowance for loan losses:

One- to four-family first mortgage

$ 904 $ $ 184 $ $ 1,088

Home equity loans and lines

366 58 424

Commercial real estate

2,528 2,528

Construction and land

977 977

Multi-family residential

90 90

Commercial and industrial

850 482 6 1,338

Consumer

473 473

Total allowance for loan losses

$ 6,188 $ 482 $ 248 $ $ 6,918

As of December 31, 2013
Originated Loans Acquired Loans

(dollars in thousands)

Collectively
Evaluated for
Impairment
Individually
Evaluated for
Impairment
Non-covered
Acquired

Loans (1)
Covered Loans Total

Loans:

One- to four-family first mortgage

$ 137,685 $ 386 $ 37,084 $ 4,351 $ 179,506

Home equity loans and lines

30,422 3 7,798 2,338 40,561

Commercial real estate

225,356 360 32,945 11,188 269,849

Construction and land

79,771 2,096 1,404 83,271

Multi-family residential

7,778 7,678 1,122 16,578

Commercial and industrial

72,003 1,831 2,428 1,271 77,533

Consumer

39,661 497 40,158

Total loans

$ 592,676 $ 2,580 $ 90,526 $ 21,674 $ 707,456

(1) $19.3 million and $4.6 million in non-covered acquired loans were accounted for under ASC 310-30 at March 31, 2014 and December 31, 2013, respectively.

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Table of Contents

A summary of activity in the allowance for loan losses during the three months ended March 31, 2014 and March 31, 2013 is as follows.

For the Three Months Ended March 31, 2014

(dollars in thousands)

Beginning
Balance
Charge-offs Recoveries Provision Ending
Balance

Originated loans:

Allowance for loan losses:

One- to four-family first mortgage

$ 904 $ $ $ 32 $ 936

Home equity loans and lines

366 2 5 373

Commercial real estate

2,528 115 2,643

Construction and land

977 (20 ) 164 1,121

Multi-family residential

90 (6 ) 84

Commercial and industrial

1,332 68 (177 ) 1,223

Consumer

473 (11 ) 2 12 476

Total allowance for loan losses

$ 6,670 $ (31 ) $ 72 $ 145 $ 6,856

Non-covered acquired loans:

Allowance for loan losses:

One- to four-family first mortgage

$ 184 $ $ $ $ 184

Home equity loans and lines

58 58

Commercial real estate

Construction and land

Multi-family residential

Commercial and industrial

6 6

Consumer

Total allowance for loan losses

$ 248 $ $ $ $ 248

Covered loans:

Allowance for loan losses:

One- to four-family first mortgage

$ $ $ $ $

Home equity loans and lines

Commercial real estate

Construction and land

Multi-family residential

Commercial and industrial

Consumer

Total allowance for loan losses

$ $ $ $ $

Total loans:

Allowance for loan losses:

One- to four-family first mortgage

$ 1,088 $ $ $ 32 $ 1,121

Home equity loans and lines

424 2 5 431

Commercial real estate

2,528 115 2,643

Construction and land

977 (20 ) 164 1,121

Multi-family residential

90 (6 ) 84

Commercial and industrial

1,338 68 (177 ) 1,229

Consumer

473 (11 ) 2 12 476

Total allowance for loan losses

$ 6,918 $ (31 ) $ 72 $ 145 $ 7,104

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Table of Contents
For the Three Months Ended March 31, 2013

(dollars in thousands)

Beginning
Balance
Charge-offs Recoveries Provision Ending
Balance

Originated loans:

Allowance for loan losses:

One- to four-family first mortgage

$ 798 $ $ $ 85 $ 883

Home equity loans and lines

322 2 (8 ) 316

Commercial real estate

2,040 (126 ) 1,914

Construction and land

785 15 800

Multi-family residential

86 (6 ) 80

Commercial and industrial

683 (170 ) 6 549 1,068

Consumer

400 16 (8 ) 408

Total allowance for loan losses

$ 5,114 $ (170 ) $ 24 $ 501 $ 5,469

Non-covered acquired loans:

Allowance for loan losses:

One- to four-family first mortgage

$ 184 $ (19 ) $ $ 19 $ 184

Home equity loans and lines

21 21

Commercial real estate

Construction and land

Multi-family residential

Commercial and industrial

Consumer

Total allowance for loan losses

$ 205 $ (19 ) $ $ 19 $ 205

Covered loans:

Allowance for loan losses:

One- to four-family first mortgage

$ $ $ $ $

Home equity loans and lines

Commercial real estate

Construction and land

Multi-family residential

Commercial and industrial

Consumer

Total allowance for loan losses

$ $ $ $ $

Total loans:

Allowance for loan losses:

One- to four-family first mortgage

$ 982 $ (19 ) $ $ 104 $ 1,067

Home equity loans and lines

343 2 (8 ) 337

Commercial real estate

2,040 (126 ) 1,914

Construction and land

785 15 800

Multi-family residential

86 (6 ) 80

Commercial and industrial

683 (170 ) 6 549 1,068

Consumer

400 16 (8 ) 408

Total allowance for loan losses

$ 5,319 $ (189 ) $ 24 $ 520 $ 5,674

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Table of Contents

Credit quality indicators on the Company’s loan portfolio as of the dates indicated are as follows.

March 31, 2014

(dollars in thousands)

Pass Special
Mention
Substandard Doubtful Total

Originated loans:

One- to four-family first mortgage

$ 141,101 $ 226 $ 1,904 $ $ 143,231

Home equity loans and lines

30,471 150 319 30,940

Commercial real estate

234,960 1,477 4,035 240,472

Construction and land

90,825 140 1,273 92,238

Multi-family residential

6,247 873 7,120

Commercial and industrial

62,391 3,165 1,781 67,337

Consumer

39,492 46 225 39,763

Total loans

$ 605,487 $ 6,077 $ 9,537 $ $ 621,101

Non-covered acquired loans:

One- to four-family first mortgage

$ 70,648 $ 137 $ 5,904 $ $ 76,689

Home equity loans and lines

20,838 87 415 21,340

Commercial real estate

72,108 4 11,529 83,641

Construction and land

16,077 6,757 22,834

Multi-family residential

10,885 32 1,792 12,709

Commercial and industrial

15,415 3,972 19,387

Consumer

3,788 14 3,802

Total loans

$ 209,759 $ 274 $ 30,369 $ $ 240,402

Covered:

One- to four-family first mortgage

$ 2,234 $ 55 $ 986 $ $ 3,275

Home equity loans and lines

1,881 15 247 2,143

Commercial real estate

9,544 253 1,273 11,070

Construction and land

356 18 16 390

Multi-family residential

205 911 1,116

Commercial and industrial

256 131 387

Consumer

172 10 16 198

Total loans

$ 14,648 $ 1,262 $ 2,669 $ $ 18,579

Total:

One- to four-family first mortgage

$ 213,983 $ 418 $ 8,794 $ $ 223,195

Home equity loans and lines

53,190 252 981 54,423

Commercial real estate

316,612 1,734 16,837 335,183

Construction and land

107,258 158 8,046 115,462

Multi-family residential

17,337 1,816 1,792 20,945

Commercial and industrial

78,062 3,165 5,884 87,111

Consumer

43,452 70 241 43,763

Total loans

$ 829,894 $ 7,613 $ 42,575 $ $ 880,082

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Table of Contents
December 31, 2013

(dollars in thousands)

Pass Special
Mention
Substandard Doubtful Total

Originated loans:

One- to four-family first mortgage

$ 136,274 $ 265 $ 1,532 $ $ 138,071

Home equity loans and lines

29,962 149 314 30,425

Commercial real estate

218,779 800 6,137 225,716

Construction and land

78,297 147 1,327 79,771

Multi-family residential

6,902 876 7,778

Commercial and industrial

65,271 4,682 3,881 73,834

Consumer

39,336 48 277 39,661

Total loans

$ 574,821 $ 6,967 $ 13,468 $ $ 595,256

Non-covered acquired loans:

One- to four-family first mortgage

$ 31,467 $ 119 $ 5,498 $ $ 37,084

Home equity loans and lines

7,226 198 374 7,798

Commercial real estate

30,192 2,753 32,945

Construction and land

1,044 1,052 2,096

Multi-family residential

5,397 33 2,248 7,678

Commercial and industrial

2,428 2,428

Consumer

497 497

Total loans

$ 78,251 $ 350 $ 11,925 $ $ 90,526

Covered:

One- to four-family first mortgage

$ 3,108 $ 151 $ 1,092 $ $ 4,351

Home equity loans and lines

2,084 21 233 2,338

Commercial real estate

9,702 249 1,237 11,188

Construction and land

1,247 64 93 1,404

Multi-family residential

206 916 1,122

Commercial and industrial

451 5 815 1,271

Consumer

Total loans

$ 16,798 $ 1,406 $ 3,470 $ $ 21,674

Total:

One- to four-family first mortgage

$ 170,849 $ 535 $ 8,122 $ $ 179,506

Home equity loans and lines

39,272 368 921 40,561

Commercial real estate

258,673 1,049 10,127 269,849

Construction and land

80,588 211 2,472 83,271

Multi-family residential

12,505 1,825 2,248 16,578

Commercial and industrial

68,150 4,687 4,696 77,533

Consumer

39,833 48 277 40,158

Total loans

$ 669,870 $ 8,723 $ 28,863 $ $ 707,456

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Table of Contents

The above classifications follow regulatory guidelines and can generally be described as follows:

Pass loans are of satisfactory quality.

Special mention loans have an existing weakness that could cause future impairment, including the deterioration of financial ratios, past due status, questionable management capabilities and possible reduction in the collateral values.

Substandard loans have an existing specific and well-defined weakness that may include poor liquidity and deterioration of financial performance. Such loans may be past due and related deposit accounts experiencing overdrafts. Immediate corrective action is necessary.

Doubtful loans have specific weaknesses that are severe enough to make collection or liquidation in full highly questionable and improbable.

In addition, residential loans are classified using an inter-agency regulatory methodology that incorporates the extent of delinquencies and loan-to-value ratios. These classifications were the most current available as of the dates indicated and were generally updated within the quarter.

Age analysis of past due loans as of the dates indicated is as follows.

March 31, 2014

(dollars in thousands)

30-59
Days

Past Due
60-89
Days

Past Due
Greater
Than 90
Days

Past Due
Total
Past Due
Current
Loans
Total
Loans

Originated loans:

Real estate loans:

One- to four-family first mortgage

$ 2,170 $ $ 829 $ 2,999 $ 140,232 $ 143,231

Home equity loans and lines

279 22 74 375 30,565 30,940

Commercial real estate

2,441 52 557 3,050 237,422 240,472

Construction and land

439 91 64 594 91,644 92,238

Multi-family residential

7,120 7,120

Total real estate loans

5,329 165 1,524 7,018 506,983 514,001

Other loans:

Commercial and industrial

490 182 672 66,665 67,337

Consumer

398 99 225 722 39,041 39,763

Total other loans

888 99 407 1,394 105,706 107,100

Total loans

$ 6,217 $ 264 $ 1,931 $ 8,412 $ 612,689 $ 621,101

Non-covered acquired loans:

Real estate loans:

One- to four-family first mortgage

$ 2,575 $ $ 3,001 $ 5,576 $ 71,113 $ 76,689

Home equity loans and lines

32 219 251 21,089 21,340

Commercial real estate

5,823 61 2,447 8,331 75,310 83,641

Construction and land

1,008 61 1,762 2,831 20,003 22,834

Multi-family residential

617 302 919 11,790 12,709

Total real estate loans

10,055 122 7,731 17,908 199,305 217,213

Other loans:

Commercial and industrial

484 785 258 1,527 17,860 19,387

Consumer

89 5 94 3,708 3,802

Total other loans

573 790 258 1,621 21,568 23,189

Total loans

$ 10,628 $ 912 $ 7,989 $ 19,529 $ 220,873 $ 240,402

Covered loans:

Real estate loans:

One- to four-family first mortgage

$ 497 $ 52 $ 862 $ 1,411 $ 1,864 $ 3,275

Home equity loans and lines

291 31 155 477 1,666 2,143

Commercial real estate

43 22 1,128 1,193 9,877 11,070

Construction and land

7 1 4 12 378 390

Multi-family residential

1,116 1,116

Total real estate loans

838 106 2,149 3,093 14,901 17,994

Other loans:

Commercial and industrial

4 110 114 273 387

Consumer

3 11 14 184 198

Total other loans

3 4 121 128 457 585

Total loans

$ 841 $ 110 $ 2,270 $ 3,221 $ 15,358 $ 18,579

Total loans:

Real estate loans:

One- to four-family first mortgage

$ 5,242 $ 52 $ 4,692 $ 9,986 $ 213,209 $ 223,195

Home equity loans and lines

602 53 448 1,103 53,320 54,423

Commercial real estate

8,307 135 4,132 12,574 322,609 335,183

Construction and land

1,454 153 1,830 3,437 112,025 115,462

Multi-family residential

617 302 919 20,026 20,945

Total real estate loans

16,222 393 11,404 28,019 721,189 749,208

Other loans:

Commercial and industrial

974 789 550 2,313 84,798 87,111

Consumer

490 105 236 830 42,933 43,763

Total other loans

1,464 893 786 3,143 127,731 130,874

Total loans

$ 17,686 $ 1,286 $ 12,190 $ 31,162 $ 848,920 $ 880,082

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Table of Contents
December 31, 2013

(dollars in thousands)

30-59
Days

Past Due
60-89 Days
Past Due
Greater
Than 90
Days

Past Due
Total
Past Due
Current
Loans
Total
Loans

Originated loans:

Real estate loans:

One- to four-family first mortgage

$ 1,726 $ 272 $ 290 $ 2,288 $ 135,783 $ 138,071

Home equity loans and lines

36 111 66 213 30,212 30,425

Commercial real estate

571 1,257 1,828 223,888 225,716

Construction and land

406 1 83 490 79,281 79,771

Multi-family residential

7,778 7,778

Total real estate loans

2,739 384 1,696 4,819 476,942 481,761

Other loans:

Commercial and industrial

2,026 3,243 182 5,451 68,383 73,834

Consumer

514 262 277 1,053 38,608 39,661

Total other loans

2,540 3,505 459 6,504 106,991 113,495

Total loans

$ 5,279 $ 3,889 $ 2,155 $ 11,323 $ 583,933 $ 595,256

Non-covered acquired loans:

Real estate loans:

One- to four-family first mortgage

$ 884 $ 658 $ 3,457 $ 4,999 $ 32,085 $ 37,084

Home equity loans and lines

50 174 224 7,574 7,798

Commercial real estate

239 241 2,753 3,233 29,712 32,945

Construction and land

8 1,052 1,060 1,036 2,096

Multi-family residential

879 987 1,866 5,812 7,678

Total real estate loans

2,060 899 8,423 11,382 76,219 87,601

Other loans:

Commercial and industrial

2,428 2,428

Consumer

497 497

Total other loans

2,925 2,925

Total loans

$ 2,060 $ 899 $ 8,423 $ 11,382 $ 79,144 $ 90,526

Covered loans:

Real estate loans:

One- to four-family first mortgage

$ 588 $ 319 $ 864 $ 1,771 $ 2,580 $ 4,351

Home equity loans and lines

161 51 146 358 1,980 2,338

Commercial real estate

459 701 1,160 10,028 11,188

Construction and land

11 27 10 48 1,356 1,404

Multi-family residential

1,122 1,122

Total real estate loans

1,219 397 1,721 3,337 17,066 20,403

Other loans:

Commercial and industrial

5 109 62 176 1,095 1,271

Consumer

Total other loans

5 109 62 176 1,095 1,271

Total loans

$ 1,224 $ 506 $ 1,783 $ 3,513 $ 18,161 $ 21,674

Total loans:

Real estate loans:

One- to four-family first mortgage

$ 3,198 $ 1,249 $ 4,611 $ 9,058 $ 170,448 $ 179,506

Home equity loans and lines

247 162 386 795 39,766 40,561

Commercial real estate

1,269 241 4,711 6,221 263,628 269,849

Construction and land

425 28 1,145 1,598 81,673 83,271

Multi-family residential

879 987 1,866 14,712 16,578

Total real estate loans

6,018 1,680 11,840 19,538 570,227 589,765

Other loans:

Commercial and industrial

2,031 3,352 244 5,627 71,906 77,533

Consumer

514 262 277 1,053 39,105 40,158

Total other loans

2,545 3,614 521 6,680 111,011 117,691

Total loans

$ 8,563 $ 5,294 $ 12,361 $ 26,218 $ 681,238 $ 707,456

Excluding non-covered acquired and covered loans (collectively referred to as “Acquired Loans”) with deteriorated credit quality, as of March 31, 2014 and December 31, 2013, the Company did not have any loans greater than 90 days past due and accruing.

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The following is a summary of information pertaining to impaired loans excluding acquired loans, as of the dates indicated.

As of Period Ended March 31, 2014

(dollars in thousands)

Recorded
Investment
Unpaid
Principal
Balance
Related
Allowance
Average
Recorded
Investment
Interest
Income
Recognized

With no related allowance recorded:

One- to four-family first mortgage

$ 324 $ 324 $ $ 340 $

Home equity loans and lines

1

Commercial real estate

156

Construction and land

Multi-family residential

Commercial and industrial

535 535 556

Consumer

Total

$ 859 $ 859 $ $ 1,053 $

With an allowance recorded:

One- to four-family first mortgage

$ $ $ $ $

Home equity loans and lines

Commercial real estate

Construction and land

Multi-family residential

Commercial and industrial

1,195 1,195 482 1,220

Consumer

Total

$ 1,195 $ 1,195 $ 482 $ 1,220 $

Total impaired loans:

One- to four-family first mortgage

$ 324 $ 324 $ $ 340 $

Home equity loans and lines

1

Commercial real estate

156

Construction and land

Multi-family residential

Commercial and industrial

1,730 1,730 482 1,776

Consumer

Total

$ 2,054 $ 2,054 $ 482 $ 2,273 $

As of Period Ended December 31, 2013

(dollars in thousands)

Recorded
Investment
Unpaid
Principal
Balance
Related
Allowance
Average
Recorded
Investment
Interest
Income
Recognized

With no related allowance recorded:

One- to four-family first mortgage

$ 386 $ 386 $ $ 782 $ 12

Home equity loans and lines

3 3 26

Commercial real estate

360 360 1,336

Construction and land

80

Multi-family residential

325

Commercial and industrial

584 584 743 17

Consumer

Total

$ 1,333 $ 1,333 $ $ 3,292 $ 29

With an allowance recorded:

One- to four-family first mortgage

$ $ $ $ 126 $

Home equity loans and lines

Commercial real estate

102

Construction and land

5

Multi-family residential

Commercial and industrial

1,247 1,247 482 987 38

Consumer

Total

$ 1,247 $ 1,247 $ 482 $ 1,220 $ 38

Total impaired loans:

One- to four-family first mortgage

$ 386 $ 386 $ $ 908 $ 12

Home equity loans and lines

3 3 26

Commercial real estate

360 360 1,438

Construction and land

85

Multi-family residential

325

Commercial and industrial

1,831 1,831 482 1,730 55

Consumer

Total

$ 2,580 $ 2,580 $ 482 $ 4,512 $ 67

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A summary of information pertaining to nonaccrual loans as of dates indicated is as follows.

March 31, 2014 December 31, 2013

(dollars in thousands)

Originated Non-
covered
Acquired
(1)
Covered Total Originated Non-
covered
Acquired
(1)
Covered Total

Nonaccrual loans:

One- to four-family first mortgage

$ 1,203 $ 4,466 $ 2,437 $ 8,106 $ 689 $ 4,744 $ 2,184 $ 7,617

Home equity loans and lines

74 427 184 685 66 487 170 723

Commercial real estate

1,236 3,633 1,902 6,771 1,939 3,957 1,221 7,117

Construction and land

64 1,974 190 2,228 84 1,307 440 1,831

Multi-family residential

1,576 1,576 2,248 2,248

Commercial and industrial

1,779 280 237 2,296 3,881 954 4,835

Consumer

225 134 359 277 111 388

Total

$ 4,581 $ 12,356 $ 5,084 $ 22,021 $ 6,936 $ 12,743 $ 5,080 $ 24,759

(1) Nonaccrual non-covered acquired loans accounted for under ASC 310-30 totaled $5.9 million and $5.5 million as of March 31, 2014 and December 31, 2013, respectively.

As of March 31, 2014, the Company was not committed to lend additional funds to any customer whose loan was classified as impaired.

Troubled Debt Restructurings

During the course of its lending operations, the Company periodically grants concessions to its customers in an attempt to protect as much of its investment as possible and to minimize risk of loss. These concessions may include restructuring the terms of a customer loan to alleviate the burden of the customer’s near-term cash requirements. Effective January 1, 2011, the Company adopted the provisions of ASU No. 2011-02, Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring , which provides clarification on the determination of whether loan restructurings are considered troubled debt restructurings (“TDRs”). In accordance with the ASU, in order to be considered a TDR, the Company must conclude that the restructuring of a loan to a borrower who is experiencing financial difficulties constitutes a “concession”. The Company defines a concession as a modification of existing terms granted to a borrower for economic or legal reasons related to the borrower’s financial difficulties that the Company would otherwise not consider. The concession is either granted through an agreement with the customer or is imposed by a court or by a law. Concessions include modifying original loan terms to reduce or defer cash payments required as part of the loan agreement, including but not limited to:

a reduction of the stated interest rate for the remaining original life of the debt,

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an extension of the maturity date or dates at an interest rate lower than the current market rate for new debt with similar risk characteristics,

a reduction of the face amount or maturity amount of the debt, or

a reduction of accrued interest receivable on the debt.

In its determination of whether the customer is experiencing financial difficulties, the Company considers numerous indicators, including, but not limited to:

whether the customer is currently in default on its existing loan, or is in an economic position where it is probable the customer will be in default on its loan in the foreseeable future without a modification,

whether the customer has declared or is in the process of declaring bankruptcy,

whether there is substantial doubt about the customer’s ability to continue as a going concern,

whether, based on its projections of the customer’s current capabilities, the Company believes the customer’s future cash flows will be insufficient to service the debt, including interest, in accordance with the contractual terms of the existing agreement for the foreseeable future, and

whether, without modification, the customer cannot obtain sufficient funds from other sources at an effective interest rate equal to the current market rate for similar debt for a non-troubled debtor.

If the Company concludes that both a concession has been granted and the concession was granted to a customer experiencing financial difficulties, the Company identifies the loan as a TDR. For purposes of the determination of an allowance for loan losses on TDRs, such loans are reviewed for specific impairment in accordance with the Company’s allowance for loan loss methodology. If it is determined that losses are probable on such TDRs, either because of delinquency or other credit quality indicators, the Company specifically allocates a portion of the allowance for loan losses to these loans.

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Information about the Company’s TDRs is presented in the following tables.

As of March 31, 2014

(dollars in thousands)

Current Past Due
Greater Than
30 Days
Nonaccrual
TDRs
Total
TDRs

Originated loans:

Real estate loans:

One- to four-family first mortgage

$ $ $ 294 $ 294

Home equity loans and lines

Commercial real estate

112 112

Construction and land

140 140

Multi-family residential

Total real estate loans

140 406 546

Other loans:

Commercial and industrial

Consumer

Total other loans

Total loans

$ 140 $ $ 406 $ 546

Non-covered acquired loans:

Real estate loans:

One- to four-family first mortgage

$ $ $ 584 $ 584

Home equity loans and lines

Commercial real estate

1,025 1,025

Construction and land

Multi-family residential

Total real estate loans

1,609 1,609

Other loans:

Commercial and industrial

Consumer

Total other loans

Total loans

$ $ $ 1,609 $ 1,609

Covered loans:

Real estate loans:

One- to four-family first mortgage

$ $ $ $

Home equity loans and lines

Commercial real estate

Construction and land

142 142

Multi-family residential

Total real estate loans

142 142

Other loans:

Commercial and industrial

Consumer

5 30 35

Total other loans

5 30 35

Total loans

$ 5 $ $ 172 $ 177

Total loans:

Real estate loans:

One- to four-family first mortgage

$ $ $ 878 $ 878

Home equity loans and lines

Commercial real estate

1,137 1,137

Construction and land

140 142 282

Multi-family residential

Total real estate loans

140 2,157 2,297

Other loans:

Commercial and industrial

Consumer

5 30 35

Total other loans

5 30 35

Total loans

$ 145 $ $ 2,187 $ 2,332

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As of December 31, 2013

(dollars in thousands)

Current Past Due
Greater Than
30 Days
Nonaccrual
TDRs
Total
TDRs (1)

Originated loans:

Real estate loans:

One- to four-family first mortgage

$ $ $ 296 $ 296

Home equity loans and lines

Commercial real estate

275 111 386

Construction and land

147 147

Multi-family residential

Total real estate loans

422 407 829

Other loans:

Commercial and industrial

Consumer

3 3

Total other loans

3 3

Total loans

$ 425 $ $ 407 $ 832

Non-covered acquired loans:

Real estate loans:

One- to four-family first mortgage

$ $ $ 586 $ 586

Home equity loans and lines

Commercial real estate

1,046 1,046

Construction and land

Multi-family residential

676 676

Total real estate loans

2,308 2,308

Other loans:

Commercial and industrial

Consumer

Total other loans

Total loans

$ $ $ 2,308 $ 2,308

Covered loans:

Real estate loans:

One- to four-family first mortgage

$ $ $ $

Home equity loans and lines

Commercial real estate

Construction and land

392 392

Multi-family residential

Total real estate loans

392 392

Other loans:

Commercial and industrial

830 830

Consumer

5 31 36

Total other loans

5 861 866

Total loans

$ 5 $ $ 1,253 $ 1,258

Total loans:

Real estate loans:

One- to four-family first mortgage

$ $ $ 882 $ 882

Home equity loans and lines

Commercial real estate

275 1,157 1,432

Construction and land

147 392 539

Multi-family residential

676 676

Total real estate loans

422 3,107 3,529

Other loans:

Commercial and industrial

830 830

Consumer

8 31 39

Total other loans

8 861 869

Total loans

$ 430 $ $ 3,968 $ 4,398

None of the TDRs defaulted subsequent to the restructuring through the date the financial statements were issued. The Company did not restructure any loans, as a TDR, during the first quarter of 2014.

7. Fair Value Disclosures

The Company groups its financial assets and liabilities measured at fair value in three levels as required by ASC 820, Fair Value Measurements and Disclosures . Under this guidance, fair value should be based on the assumptions market participants would use when pricing the asset or liability and establishes a fair value hierarchy that prioritizes the inputs used to develop those assumptions and measure fair value. The hierarchy requires companies to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

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Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

An asset’s or liability’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Management reviews and updates the fair value hierarchy classifications of the Company’s assets and liabilities quarterly.

Recurring Basis

Investment Securities Available for Sale

Fair values of investment securities available for sale are primarily measured using information from a third-party pricing service. This pricing service provides pricing information by utilizing pricing models supported with market data information. Standard inputs include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities bids, offers and other reference data from market research publications. If quoted prices are available in an active market, investment securities are classified as Level 1 measurements. If quoted prices are not available in an active market, fair values are estimated primarily by the use of pricing models. Level 2 investment securities are primarily comprised of mortgage-backed securities issued by government agencies and U.S. government-sponsored enterprises. In certain cases, where there is limited or less transparent information provided by the Company’s third-party pricing service, fair value is estimated by the use of secondary pricing services or through the use of non-binding third-party broker quotes. Investment securities are classified within Level 3 when little or no market activity supports the fair value.

Management primarily identifies investment securities which may have traded in illiquid or inactive markets by identifying instances of a significant decrease in the volume and frequency of trades, relative to historical levels, as well as instances of a significant widening of the bid-ask spread in the brokered markets. Investment securities that are deemed to have been trading in illiquid or inactive markets may require the use of significant unobservable inputs. For example, management may use quoted prices for similar investment securities in the absence of a liquid and active market for the investment securities being valued. As of March 31, 2014, management did not make adjustments to prices provided by the third-party pricing service as a result of illiquid or inactive markets.

The following tables present the balances of assets and liabilities measured for fair value on a recurring basis as of March 31, 2014 and December 31, 2013.

Fair Value Measurements Using

(dollars in thousands)

March 31, 2014 Level 1 Level 2 Level 3

Available for sale securities:

U.S. agency mortgage-backed

$ 123,973 $ $ 123,973 $

Non-U.S. agency mortgage-backed

9,373 9,373

Municipal bonds

25,723 25,723

U.S. government agency

23,275 23,275

Total

$ 182,344 $ $ 182,344 $

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Fair Value Measurements Using

(dollars in thousands)

December 31, 2013 Level 1 Level 2 Level 3

Available for sale securities:

U.S. agency mortgage-backed

$ 96,785 $ $ 96,785 $

Non-U.S. agency mortgage-backed

9,749 9,749

Municipal bonds

19,799 19,799

U.S. government agency

23,299 23,299

Total

$ 149,632 $ $ 149,632 $

The Company did not record any liabilities at fair value for which measurement of the fair value was made on a recurring basis.

Nonrecurring Basis

In accordance with the provisions of ASC 310, Receivables , the Company records loans considered impaired at fair value. A loan is considered impaired if it is probable the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Fair value is measured at the fair value of the collateral for collateral-dependent loans. For non-collateral-dependent loans, fair value is measured by present valuing expected future cash flows. Impaired loans are classified as Level 3 assets when measured using appraisals from external parties of the collateral less any prior liens and when there is no observable market price. Repossessed assets are initially recorded at fair value less estimated costs to sell. The fair value of repossessed assets is based on property appraisals and an analysis of similar properties available. As such, the Company classifies repossessed assets as Level 3 assets.

Acquired loans, the FDIC loss sharing receivable, acquired FHLB advances, and acquired interest-bearing deposit liabilities are measured on a nonrecurring basis using significant unobservable inputs (Level 3).

The Company has segregated all financial assets and liabilities that are measured at fair value on a nonrecurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the table below.

Fair Value Measurements Using

(dollars in thousands)

March 31, 2014 Level 1 Level 2 Level 3

Assets

Acquired loans with deteriorated credit quality

$ 37,848 $ $ $ 37,848

Acquired loans without deteriorated credit quality

220,885 220,885

Impaired loans, excluding acquired loans

1,573 1,573

Repossessed assets

6,140 6,140

FDIC loss sharing receivable

10,069 10,069

Total

$ 276,515 $ $ $ 276,515

Liabilities

Deposits acquired through business combinations

$ 81,749 $ $ $ 81,749

FHLB advances acquired through business combinations

7,077 7,077

Securities sold under repurchase agreement

20,878 20,878

Total

$ 109,704 $ $ $ 109,704

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Fair Value Measurements Using

(dollars in thousands)

December 31, 2013 Level 1 Level 2 Level 3

Assets

Acquired loans with deteriorated credit quality

$ 26,220 $ $ $ 26,220

Acquired loans without deteriorated credit quality

85,732 85,732

Impaired loans, excluding acquired loans

2,099 2,099

Repossessed assets

4,566 4,566

FDIC loss sharing receivable

12,698 12,698

Total

$ 131,315 $ $ $ 131,315

Liabilities

Deposits acquired through business combinations

$ 39,010 $ $ $ 39,010

FHLB advances acquired through business combinations

Total

$ 39,010 $ $ $ 39,010

ASC 820, Fair Value Measurements and Disclosures , requires the disclosure of each class of financial instruments for which it is practicable to estimate. The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. ASC 820 excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statements. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates included herein are based on existing on- and off-balance-sheet financial instruments without attempting to estimate the value of anticipated future business and the fair value of assets and liabilities that are not required to be recorded or disclosed at fair value like premises and equipment. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

The carrying value of cash and cash equivalents and interest-bearing deposits in banks approximate their fair value.

The fair value for investment securities is determined from quoted market prices when available. If a quoted market price is not available, fair value is estimated using third party pricing services or quoted market prices of securities with similar characteristics.

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The carrying value of mortgage loans held for sale approximates its fair value.

The fair value of loans are estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturity.

The cash surrender value of bank-owned life insurance (“BOLI”) approximates its fair value.

The fair value of the FDIC loss sharing receivable is determined by discounting projected cash flows from loss sharing agreements based on expected reimbursements for losses at the applicable loss sharing percentages based on the terms of the loss sharing agreements.

The fair value of customer deposits, excluding certificates of deposit, is the amount payable on demand. The fair value of fixed-maturity certificates of deposit is estimated by discounting the future cash flows using the rates currently offered for deposits of similar remaining maturities.

The fair value of short-term FHLB advances is the amount payable at maturity. The fair value of long-term FHLB advances is estimated using the rates currently offered for advances of similar maturities.

The carrying value of the securities sold under repurchase agreement is its fair value.

The following table presents estimated fair values of the Company’s financial instruments as of the dates indicated.

Fair Value Measurements at March 31, 2014

(dollars in thousands)

Carrying
Amount
Total Level 1 Level 2 Level 3

Financial Assets

Cash and cash equivalents

$ 57,221 $ 57,221 $ 57,221 $ $

Interest-bearing deposits in banks

6,763 6,763 6,763

Investment securities available for sale

182,344 182,344 182,344

Investment securities held to maturity

10,715 10,732 10,732

Mortgage loans held for sale

5,465 5,465 5,465

Loans, net

872,978 879,936 879,936

Cash surrender value of BOLI

18,816 18,816 18,816

FDIC loss sharing receivable

10,069 10,069 10,069

Financial Liabilities

Deposits

$ 987,385 $ 987,917 $ $ 906,168 $ 81,749

Short-term FHLB advances

71,302 71,302 64,225 7,077

Long-term FHLB advances

10,000 10,552 10,552

Securities sold under repurchase agreement

20,878 20,878 20,878

Fair Value Measurements at December 31, 2013

(dollars in thousands)

Carrying
Amount
Total Level 1 Level 2 Level 3

Financial Assets

Cash and cash equivalents

$ 32,639 $ 32,639 $ 32,639 $ $

Interest-bearing deposits in banks

2,940 2,940 2,940

Investment securities available for sale

149,632 149,632 149,632

Investment securities held to maturity

9,405 9,275 9,275

Mortgage loans held for sale

1,951 1,951 1,951

Loans, net

700,538 708,863 708,863

Cash surrender value of BOLI

17,751 17,751 17,751

FDIC loss sharing receivable

12,698 12,698 12,698

Financial Liabilities

Deposits

$ 741,312 $ 741,510 $ $ 702,500 $ 39,010

Short-term FHLB advances

87,000 87,000 87,000

Long-term FHLB advances

10,000 10,613 10,613

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The purpose of this discussion and analysis is to focus on significant changes in the financial condition of Home Bancorp, Inc. and its wholly owned subsidiary, Home Bank, from December 31, 2013 to March 31, 2014 and on its results of operations for the three months ended March 31, 2014 and March 31, 2013. This discussion and analysis is intended to highlight and supplement information presented elsewhere in this quarterly report on Form 10-Q, particularly the consolidated financial statements and related notes appearing in Item 1.

Forward-Looking Statements

To the extent that statements in this Form 10-Q relate to future plans, objectives, financial results or performance of the Company or Bank, these statements are deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements, which are based on management’s current information, estimates and assumptions and the current economic environment, are generally identified by the use of words such as “plan”, “believe”, “expect”, “intend”, “anticipate”, “estimate”, “project” or similar expressions, or by future or conditional terms such as “will”, “would”, “should”, “could”, “may”, “likely”, “probably”, or “possibly”. The Company’s or the Bank’s actual strategies and results in future periods may differ materially from those currently expected due to various risks and uncertainties. Factors that may cause actual results to differ materially from these forward-looking statements include, but are not limited to, the risk factors described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities Exchange Commission (“SEC”) for the year ended December 31, 2013. The Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

EXECUTIVE OVERVIEW

During the first quarter of 2014, the Company earned $1.4 million, a decrease of $428,000, or 23.0%, compared to the first quarter of 2013. Diluted earnings per share for the first quarter of 2014 were $0.21, a decrease of $0.05, or 19.2%, compared to the first quarter of 2013.

The Company’s financial condition and income as of March 31, 2014 was impacted by the acquisition of Britton & Koontz Capital Corporation (“Britton & Koontz”), the holding company for Britton & Koontz Bank, N.A. (“Britton & Koontz Bank”) of Natchez, Mississippi, on February 14, 2014. As a result of the acquisition, five former Britton & Koontz Bank branches in west Mississippi were added to Home Bank’s branch office network. Two former Britton & Koontz Bank locations in Baton Rouge were consolidated into existing Home Bank locations. The Company acquired assets of $298.7 million, which included loans of $163.0 million, and $264.3 million in deposits and other liabilities. Shareholders of Britton and Koontz received $16.14 per share in cash, yielding an aggregate purchase price of $34.5 million. The Company incurred $2.0 million in pre-tax merger-related expenses during the first quarter of 2014. See Note 3 to the Unaudited Consolidated Financial Statements for additional information concerning the acquisition.

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Key components of the Company’s performance during the three months ended March 31, 2014 are summarized below.

Assets totaled $1.2 billion as of March 31, 2014, up $254.9 million, or 25.9%, from December 31, 2013. The increase was primarily the result of the acquisition of the assets of Britton & Koontz.

Investment securities totaled $193.1 million as of March 31, 2014, an increase of $34.0 million, or 21.4%, from December 31, 2013. The increase was driven by $98.0 million in securities acquired from Britton & Koontz as of the date of acquisition. The Company subsequently sold $65.1 million of investments acquired from Britton & Koontz.

Loans as of March 31, 2014 were $880.1 million, an increase of $172.6 million, or 24.4%, from December 31, 2013. The increase in loans was primarily driven by $163.0 million in loans acquired from Britton & Koontz as of the date of acquisition. During the first quarter, organic loan growth was related primarily to commercial real estate (up $14.8 million) and construction and land (up $12.5 million) loans, which were partially offset by a decline in commercial and industrial loans (down $6.5 million). As of March 31, 2014, Covered Loans totaled $18.6 million, a decrease of $3.1 million, or 14.3%, from December 31, 2013.

Total customer deposits as of March 31, 2014 were $987.4 million, an increase of $246.1 million, or 33.2%, from December 31, 2013. The acquisition of Britton & Koontz added $216.6 million in deposits at the acquisition date. Core deposits (i.e., checking, savings, and money market accounts) totaled $742.2 million as of March 31, 2014, an increase of $193.3 million, or 35.2%, from December 31, 2013. The increase in core deposits was primarily driven by $151.9 million in core deposits acquired from Britton & Koontz.

Interest income increased $1.7 million, or 15.6%, in the first quarter of 2014 compared to the first quarter of 2013. The increase was driven primarily by the addition of the earning-assets acquired from Britton & Koontz.

Interest expense decreased $269,000, or 26.3%, for the first quarter of 2014 compared to the first quarter of 2013. The decrease was primarily the result of changes in our funding mix and reduced market interest rates.

The provision for loan losses totaled $145,000 for the first quarter of 2014, a decrease of $375,000, or 72.1%, compared to the first quarter of 2013. At March 31, 2014, the Company’s ratio of allowance for loan losses to total loans was 0.81%, compared to 0.84% at March 31, 2013. Excluding acquired loans, the ratio of the allowance for loan losses to total organic loans was 1.10% at March 31, 2014, compared to 1.05% at March 31, 2013. Net loan recoveries for the first quarter of 2014 were $41,000 of total loans, compared to $165,000 in net loan charge-offs, or 0.10%, during the first quarter of 2013.

Noninterest income for the first quarter of 2014 decreased $160,000, or 8.8%, compared to the first quarter of 2013, due primarily to lower gains on the sale of loans (down $387,000), which was partially offset by increases in service fees and charges (up $214,000) and bank card fees (up $42,000).

Noninterest expense for the first quarter of 2014 increased $2.9 million, or 35.1%, compared to the first quarter of 2013. Noninterest expense includes $2.0 million of expenses related to the acquisition of Britton & Koontz. Such merger-related expenses include professional fees, data conversion and severance and other employee costs associated with the merger and related systems conversion. Excluding merger-related expenses, noninterest expense for the first quarter of 2014 totaled $9.3 million, an increase of $969,000, or 11.6%, compared to the first quarter of 2013. The increase primarily relates to the growth of the Company due to the addition of Britton & Koontz branches and employees.

FINANCIAL CONDITION

Loans, Asset Quality and Allowance for Loan Losses

Loans – Loans totaled $880.1 million as of March 31, 2014, an increase of $172.6 million, or 24.4%, from December 31, 2013. Growth in the loan portfolio was primarily driven by the acquisition of Britton & Koontz, which added $163.0 million in loans at acquisition date. During the first quarter, organic loan growth was related primarily to construction and land (up $10.2 million) and commercial real estate (up $11.0 million) loans, which were partially offset by a decline in commercial and industrial loans (down $8.0 million). Covered Loans totaled $18.6 million as of March 31, 2014, a decrease of $3.1 million, or 14.3%, compared to December 31, 2013. The decrease in the Covered Loan portfolio was primarily the result of principal repayments.

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The following table summarizes the composition of the Company’s loan portfolio as of the dates indicated.

March 31, December 31, Increase/(Decrease)

(dollars in thousands)

2014 2013 Amount Percent

Real estate loans:

One- to four-family first mortgage

$ 223,195 $ 179,506 $ 43,689 24.3 %

Home equity loans and lines

54,423 40,561 13,862 34.2

Commercial real estate

335,183 269,849 65,334 24.2

Construction and land

115,462 83,271 32,191 38.7

Multi-family residential

20,945 16,578 4,367 26.3

Total real estate loans

749,208 589,765 159,443 27.0

Other loans:

Commercial and industrial

87,111 77,533 9,578 12.4

Consumer

43,763 40,158 3,605 9.0

Total other loans

130,874 117,691 13,183 11.2

Total loans

$ 880,082 $ 707,456 $ 172,626 24.4 %

Asset Quality – One of management’s key objectives has been, and continues to be, maintaining a high level of asset quality. In addition to maintaining credit standards for new loan originations, we proactively monitor loans and collection and workout processes of delinquent or problem loans. When a borrower fails to make a scheduled payment, we attempt to cure the deficiency by making personal contact with the borrower. Initial contacts are generally made within 10 days after the date the payment is due. In most cases, deficiencies are promptly resolved. If the delinquency continues, late charges are assessed and additional efforts are made to collect the deficiency. All loans which are designated as “special mention,” classified or which are delinquent 90 days or more are reported to the Board of Directors of the Bank monthly. For loans where the collection of principal or interest payments is doubtful, the accrual of interest income ceases. It is our policy, with certain limited exceptions, to discontinue accruing interest and reverse any interest accrued on any loan which is 90 days or more past due. On occasion, this action may be taken earlier if the financial condition of the borrower raises significant concern with regard to his/her ability to service the debt in accordance with the terms of the loan agreement. Interest income is not accrued on these loans until the borrower’s financial condition and payment record demonstrate an ability to service the debt.

Repossessed assets which are acquired as a result of foreclosure are classified as repossessed assets until sold. Third party property valuations are obtained at the time the asset is repossessed and periodically until the property is liquidated. Repossessed assets are recorded at the lesser of the balance of the loan or fair value less estimated selling costs, at the date acquired or upon receiving new property valuations. Costs associated with acquiring and improving a foreclosed property are usually capitalized to the extent that the carrying value does not exceed fair value less estimated selling costs. Holding costs are charged to expense. Gains and losses on the sale of repossessed assets are charged to operations, as incurred.

An impaired loan generally is one for which it is probable, based on current information, that the lender will not collect all the amounts due under the contractual terms of the loan. Large groups of smaller balance, homogeneous loans are collectively evaluated for impairment. Loans collectively evaluated for impairment include smaller balance commercial loans, residential real estate loans and consumer loans. These loans are evaluated as a group because they have similar characteristics and performance experience. Larger (i.e., loans with balances of $100,000 or greater) commercial real estate, multi-family residential, construction and land loans and commercial and industrial loans are individually evaluated for impairment. Third party property valuations are obtained at the time of origination for real estate secured loans. When a determination is made that a loan has deteriorated to the point of becoming a problem loan, updated valuations may be ordered to help determine if there is impairment, which may lead to a recommendation for partial charge off or appropriate allowance allocation. Property valuations are ordered through, and are reviewed by, an appraisal officer. The

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Company typically orders an “as is” valuation for collateral property if the loan is in a criticized loan classification. The Board of Directors is provided with monthly reports on impaired loans. As of March 31, 2014 and December 31, 2013, loans individually evaluated for impairment, excluding Acquired Loans, amounted to $2.1 million and $2.6 million, respectively. As of March 31, 2014 and December 31, 2013, substandard loans, excluding Acquired Loans, amounted to $9.5 million and $13.5 million, respectively. The amount of the allowance for loan losses allocated to impaired or substandard loans originated by Home Bank totaled $482,000 as of March 31, 2014 and December 31, 2013. There were no assets classified as doubtful or loss as of March 31, 2014 and December 31, 2013.

Federal regulations and our policies require that we utilize an internal asset classification system as a means of reporting problem and potential problem assets. We have incorporated an internal asset classification system, substantially consistent with Federal banking regulations, as a part of our credit monitoring system. Federal banking regulations set forth a classification scheme for problem and potential problem assets as “substandard,” “doubtful” or “loss” assets. An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. “Substandard” assets include those characterized by the “distinct possibility” that the insured institution will sustain “some loss” if the deficiencies are not corrected. Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard” with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions and values, “highly questionable and improbable.” Assets classified as “loss” are those considered “uncollectible” and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted.

A savings institution’s determination as to the classification of its assets and the amount of its valuation allowances is subject to review by Federal bank regulators which can order the establishment of additional general or specific loss allowances. The Federal banking agencies have adopted an interagency policy statement on the allowance for loan and lease losses. The policy statement provides guidance for financial institutions on both the responsibilities of management for the assessment and establishment of allowances and guidance for banking agency examiners to use in determining the adequacy of general valuation guidelines. Generally, the policy statement recommends that institutions have effective systems and controls to identify, monitor and address asset quality problems; that management analyzes all significant factors that affect the collectability of the portfolio in a reasonable manner; and that management establishes acceptable allowance evaluation processes that meet the objectives set forth in the policy statement. Our management believes that, based on information currently available, our allowance for loan losses is maintained at a level which covers all known and inherent losses that are both probable and reasonably estimable as of each reporting date. However, actual losses are dependent upon future events and, as such, further additions to the level of allowance for loan losses may become necessary.

Real estate, or other collateral, which is acquired as a result of foreclosure is classified as a foreclosed asset until sold. Foreclosed assets are recorded at the lesser of the balance of the loan or fair value less estimated selling costs, at the date acquired or upon receiving new property valuations. Holding costs are charged to expense. Gains and losses on the sale of real estate owned are charged to operations, as incurred.

The following table sets forth the composition of the Company’s NPAs and troubled debt restructurings as of the dates indicated.

March 31, 2014 December 31, 2013
Acquired Loans Acquired Loans

(dollars in thousands)

Originated Non-
covered
Acquired
(1)
Covered Total Originated Non-
covered
Acquired
(1)
Covered Total

Nonaccrual loans:

Real estate loans:

One- to four-family first mortgage

$ 1,203 $ 4,466 $ 2,437 $ 8,106 $ 689 $ 4,744 $ 2,184 $ 7,617

Home equity loans and lines

74 427 184 685 66 487 170 723

Commercial real estate

1,236 3,633 1,902 6,771 1,939 3,957 1,221 7,117

Construction and land

64 1,974 190 2,228 84 1,307 440 1,831

Multi-family residential

1,576 1,576 2,248 2,248

Other loans:

Commercial and industrial

1,779 280 237 2,296 3,881 954 4,835

Consumer

225 134 359 277 111 388

Total nonaccrual loans

4,581 12,356 5,084 22,021 6,936 12,743 5,080 24,759

Accruing loans 90 days or more past due

Total nonperforming loans

4,581 12,356 5,084 22,021 6,936 12,743 5,080 24,759

Foreclosed assets

129 3,229 2,782 6,140 75 1,331 3,160 4,566

Total nonperforming assets

4,710 15,585 7,866 28,161 7,011 14,074 8,240 29,325

Performing troubled debt restructurings

140 5 145 424 6 430

Total nonperforming assets and troubled debt restructurings

$ 4,850 $ 15,585 $ 7,871 $ 28,306 $ 7,435 $ 14,074 $ 8,246 $ 29,755

Nonperforming loans to total loans

2.50 % 3.50 %

Nonperforming loans to total assets

1.78 % 2.52 %

Nonperforming assets to total assets

2.27 % 2.98 %

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(1) Includes $5.9 million and $5.5 million in non-covered acquired loans accounted for under ASC 310-30 at March 31, 2014 and December 31, 2013, respectively. Excluding acquired loans and assets, ratios for nonperforming loans to total loans, nonperforming loans to total assets and nonperforming assets to total assets were 0.74%, 0.47% and 0.48%, respectively, at March 31, 2014.

Net loan recoveries for the first quarter of 2014 were $41,000, compared to net loan charge-offs of $165,000 for the first quarter of 2013.

Allowance for Loan Losses – The allowance for loan losses is established through provisions for loan losses. The Company maintains the allowance at a level believed, to the best of management’s knowledge, to cover all known and inherent losses in the portfolio that are both probable and reasonable to estimate at each reporting date. Management reviews the allowance for loan losses at least quarterly in order to identify those inherent losses and to assess the overall collection probability for the loan portfolio. The evaluation process includes, among other things, an analysis of delinquency trends, nonperforming loan trends, the level of charge-offs and recoveries, prior loss experience, total loans outstanding, the volume of loan originations, the type, size and geographic concentration of loans, the value of collateral securing loans, the borrower’s ability to repay and repayment performance, the number of loans requiring heightened management oversight, economic conditions and industry experience. Based on this evaluation, management assigns risk ratings to segments of the loan portfolio. Such risk ratings are periodically reviewed by management and revised as deemed appropriate. These efforts are supplemented by reviews and validations performed by independent loan reviewers. The results of the reviews are reported to the Audit Committee of the Board of Directors. The establishment of the allowance for loan losses is significantly affected by management judgment. There is likelihood that different amounts would be reported under different conditions or assumptions. Federal regulatory agencies, as an integral part of their examination process, periodically review our allowance for loan losses. Such agencies may require management to make additional provisions for estimated loan losses based upon judgments different from those of management.

With respect to acquired loans, the Company follows the reserve standard set forth in ASC 310, Receivables . At acquisition, the Company reviews each loan to determine whether there is evidence of deterioration in credit quality since origination and if it is probable that the Company will be unable to collect all amounts due according to the loan’s contractual terms. The Company considers expected prepayments and estimates the amount and timing of undiscounted expected principal, interest and other cash flows for each loan pool meeting the criteria above, and determines the excess of the loan pool’s scheduled contractual principal and interest payments in excess of cash flows expected at acquisition as an amount that should not be accreted (nonaccretable difference). The remaining amount, representing the excess of the pool’s cash flows expected to be collected over the fair value, is accreted into interest income over the remaining life of the pool (accretable yield). The Company records a discount on these loans at acquisition to record them at their estimated fair values. As a result, acquired loans subject to ASC 310 are excluded from the calculation of the allowance for loan losses as of the acquisition date. See Note 6 to the Unaudited Consolidated Financial Statements for additional information concerning our allowance for Acquired Loans.

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Acquired loans were recorded as of their acquisition date fair value, which was based on expected cash flows and included an estimation of expected future loan losses. Under current accounting principles, if the Company determines that losses arose after the acquisition date, the additional losses will be reflected as a provision to the allowance for loan losses. As of March 31, 2014, $248,000 of our allowance for loan losses was allocated to acquired loans with deteriorated credit quality.

We will continue to monitor and modify our allowance for loan losses as conditions warrant. No assurance can be given that our level of allowance for loan losses will cover all of the inherent losses on our loans or that future adjustments to the allowance for loan losses will not be necessary if economic and other conditions differ substantially from the conditions used by management to determine the current level of the allowance for loan losses.

The following table presents the activity in the allowance for loan losses during the first three months of 2014.

(dollars in thousands)

Originated Non-covered
Acquired
Covered Total

Balance, December 31, 2013

$ 6,670 $ 248 $ $ 6,918

Provision charged to operations

145 145

Loans charged off

(31 ) (31 )

Recoveries on charged off loans

72 72

Balance, March 31, 2014

$ 6,856 $ 248 $ $ 7,104

At March 31, 2014, the Company’s ratio of allowance for loan losses to total loans was 0.81%, compared to 0.98% and 0.84% at December 31, 2013 and March 31, 2013, respectively. Excluding acquired loans, the ratio of allowance for loan losses to total loans was 1.10% at March 31, 2014, compared to 1.12% and 1.05% at December 31, 2013 and March 31, 2014, respectively.

Investment Securities

The Company’s investment securities portfolio totaled $193.1 million as of March 31, 2014, an increase of $34.0 million, or 21.4%, from December 31, 2013. The increase resulted primarily from securities acquired from Britton & Koontz. The Company acquired $98.0 million at the date of acquisition, and subsequently sold $65.1 million of the acquired investments during the first quarter. As of March 31, 2014, the Company had a net unrealized gain on its available for sale investment securities portfolio of $1.0 million, compared to $300,000 as of December 31, 2013. The investment securities portfolio had a modified duration of 4.1 and 4.2 years at March 31, 2014 and December 31, 2013, respectively.

The following table summarizes activity in the Company’s investment securities portfolio during the first three months of 2014.

(dollars in thousands)

Available for Sale Held to Maturity

Balance, December 31, 2013

$ 149,632 $ 9,405

Purchases

7,806 1,559

Sales

(66,904 )

Principal payments and calls

(6,696 ) (203 )

Acquired from Britton & Koontz, at fair value

97,985

Accretion of discounts and amortization of premiums, net

(223 ) (46 )

Increase in market value

744

Balance, March 31, 2014

$ 182,344 $ 10,715

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Funding Sources

Deposits – Deposits totaled $987.4 million as of March 31, 2014, an increase of $246.1 million, or 33.2%, compared to December 31, 2013. The acquisition of Britton & Koontz added $216.6 million in deposits during the first quarter. Core deposits totaled $742.2 million as of March 31, 2014, an increase of $193.3 million, or 35.2%, compared to December 31, 2013. Core deposits acquired from Britton & Koontz totaled $151.9 million at acquisition date.

The following table sets forth the composition of the Company’s deposits at the dates indicated.

March 31, December 31, Increase (Decrease)

(dollars in thousands)

2014 2013 Amount Percent

Demand deposit

$ 253,866 $ 174,475 $ 79,391 45.5 %

Savings

80,414 56,694 23,720 41.8

Money market

218,601 192,303 26,298 13.7

NOW

189,297 125,391 63,906 51.0

Certificates of deposit

245,207 192,449 52,758 27.4

Total deposits

$ 987,385 $ 741,312 $ 246,073 33.2 %

Federal Home Loan Bank Advances – Short-term FHLB advances totaled $71.3 million as of March 31, 2014, compared to $87.0 million as of December 31, 2013. Long-term FHLB advances totaled $10.0 million as of March 31, 2014 and December 31, 2013.

Securities Sold Under Repurchase Agreement – The acquisition of Britton & Koontz added $20.9 million in securities sold under repurchase agreement during the first quarter with a July 2015 maturity date and an effective interest rate of 0.36%. Britton & Koontz sold various investment securities with an agreement to repurchase these securities at various times. The underlying securities are U.S. Government obligations and obligations of other U.S. Government agencies. At March 31, 2014, these securities had coupon rates ranging from 1.25% to 5.50% and maturity dates ranging from 2014 to 2026.

Shareholders’ Equity – Shareholders’ equity provides a source of permanent funding that allows for future growth and provides the Company with a cushion to withstand unforeseen adverse developments. Shareholders’ equity increased $2.5 million, or 1.7%, from $141.9 million as of December 31, 2013 to $144.4 million as of March 31, 2014.

As of March 31, 2014, the Bank had regulatory capital that was well in excess of regulatory requirements. The following table details the Bank’s actual levels and current regulatory capital requirements as of March 31, 2014.

Actual Required for Capital
Adequacy Purposes
To Be Well Capitalized
Under Prompt
Corrective Action
Provisions

(dollars in thousands)

Amount Ratio Amount Ratio Amount Ratio

Tier 1 risk-based capital

$ 135,651 16.28 % $ 33,325 4.00 % $ 49,988 6.00 %

Total risk-based capital

142,756 17.13 66,651 8.00 83,313 10.00

Tier 1 leverage capital

135,651 11.01 49,303 4.00 61,229 5.00

Tangible capital

135,651 11.01 18,489 1.50 N/A N/A

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LIQUIDITY AND ASSET/LIABILITY MANAGEMENT

Liquidity Management

Liquidity management encompasses our ability to ensure that funds are available to meet the cash flow requirements of depositors and borrowers, while also ensuring adequate cash flow exists to meet the Company’s needs, including operating, strategic and capital. The Company develops its liquidity management strategies as part of its overall asset/liability management process. Our primary sources of funds are from deposits, amortization of loans, loan prepayments and the maturity of loans, investment securities and other investments, and other funds provided from operations. While scheduled payments from the amortization of loans and investment securities and maturing investment securities are relatively predictable sources of funds, deposit flows and loan prepayments can be greatly influenced by general interest rates, economic conditions and competition. The Company also maintains excess funds in short-term, interest-bearing assets that provide additional liquidity. As of March 31, 2014, cash and cash equivalents totaled $57.2 million. At such date, investment securities available for sale totaled $182.3 million.

The Company uses its liquidity to fund existing and future loan commitments, to fund maturing certificates of deposit and demand deposit withdrawals, to invest in other interest-earning assets, and to meet operating expenses. As of March 31, 2014, certificates of deposit maturing within the next 12 months totaled $153.8 million. Based upon historical experience, the Company anticipates that a significant portion of the maturing certificates of deposit will be redeposited with us. For the three months ended March 31, 2014, the average balance of our outstanding FHLB advances was $109.6 million. As of March 31, 2014, the Company had $81.3 million in outstanding FHLB advances and had $283.8 million in additional FHLB advances available.

In addition to cash flow from loan and securities payments and prepayments as well as from sales of securities available for sale, the Company has significant borrowing capacity available to fund liquidity needs. In recent years, the Company has utilized borrowings as a cost efficient addition to deposits as a source of funds. Our borrowings consist of advances from the FHLB of Dallas, of which the Company is a member. Under terms of the collateral agreement with the FHLB, the Company pledges residential mortgage loans and investment securities as well as the Company’s stock in the FHLB as collateral for such advances.

Asset/Liability Management

The objective of asset/liability management is to implement strategies for the funding and deployment of the Company’s financial resources that are expected to maximize soundness and profitability over time at acceptable levels of risk. Interest rate sensitivity is the potential impact of changing rate environments on both net interest income and cash flows. The Company measures its interest rate sensitivity over the near term primarily by running net interest income simulations.

Our interest rate sensitivity also is monitored by management through the use of a model which generates estimates of the change in its net interest income over a range of interest rate scenarios. Based on the Company’s interest rate risk model, the table below sets forth the results of immediate and sustained changes in interest rates as of March 31, 2014.

Shift in Interest Rates
(in bps)

% Change in Projected

Net Interest Income

+300 0.1 %
+200 0.2
+100 0.1

The actual impact of changes in interest rates will depend on many factors. These factors include the Company’s ability to achieve expected growth in earning assets and maintain a desired mix of earning assets and interest-bearing liabilities, the actual timing of asset and liability repricings, the magnitude of interest rate changes and corresponding movement in interest rate spreads, and the level of success of asset/liability management strategies.

Off-Balance Sheet Activities

To meet the financing needs of its customers, the Bank issues financial instruments which represent conditional obligations that are not recognized, wholly or in part, in the statements of financial condition. These financial

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instruments include commitments to extend credit and standby letters of credit. Such instruments expose the Company to varying degrees of credit and interest rate risk in much the same way as funded loans. The same credit policies are used in these commitments as for on-balance sheet instruments. The Company’s exposure to credit losses from these financial instruments is represented by their contractual amounts.

The following table summarizes our outstanding commitments to originate loans and to advance additional amounts pursuant to outstanding letters of credit, lines of credit and undisbursed construction loans as of March 31, 2014 and December 31, 2013.

Contract Amount
March 31, December 31,

(dollars in thousands)

2014 2013

Standby letters of credit

$ 4,013 $ 1,253

Available portion of lines of credit

79,189 60,755

Undisbursed portion of loans in process

68,605 72,333

Commitments to originate loans

91,496 48,854

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to be drawn upon, the total commitment amounts generally represent future cash requirements.

Unfunded commitments under commercial lines of credit, revolving credit lines and overdraft protection agreements are commitments for possible future extensions of credit to existing customers. These lines of credit usually do not contain a specified maturity date and may not be drawn upon to the total extent to which the Company is committed.

The Company is subject to certain claims and litigation arising in the ordinary course of business. In the opinion of management, after consultation with legal counsel, the ultimate disposition of these matters is not expected to have a material effect on the financial condition or results of operations of the Company.

RESULTS OF OPERATIONS

During the first quarter of 2014, the Company earned $1.4 million, a decrease of $428,000, or 23.0%, compared to the first quarter of 2013. The first quarter of 2014 includes $2.0 million of pre-tax merger expenses related to the acquisition of Britton & Koontz. Excluding merger-related expenses, net income for the first quarter of 2014 was $2.8 million, an increase of 49.9% compared to first quarter of 2013. Diluted earnings per share for the first quarter of 2014 were $0.21, a decrease of $0.05, or 19.2%, compared to the first quarter of 2013. Excluding merger-related expenses, diluted earnings per share were $0.41 for the first quarter of 2014, an increase of 57.7% compared to the first quarter of 2013.

Net Interest Income – Net interest income is the difference between the interest income earned on interest-earning assets, such as loans and investment securities, and the interest expense paid on interest-bearing liabilities, such as deposits and borrowings. The Company’s net interest income is largely determined by our net interest spread, which is the difference between the average yield earned on interest-earning assets and the average rate paid on interest-bearing liabilities, and the relative amounts of interest-earning assets and interest-bearing liabilities. The Company’s tax-equivalent net interest spread was 4.62% and 4.48% for the three months ended March 31, 2014 and March 31, 2013, respectively. The Company’s tax-equivalent net interest margin, which is net interest income as a percentage of average interest-earning assets, was 4.72% and 4.63% for the three months ended March 31, 2014 and March 31, 2013, respectively. The increase in the net interest spread and net interest margin related primarily to the addition of Britton & Koontz’s interest-earning assets and interest-bearing liabilities and the recovery of approximately $287,000 in non-accrual interest and fees during the first quarter of 2014.

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Net interest income totaled $11.8 million for the three months ended March 31, 2014, an increase of $2.0 million, or 19.9%, compared to the three months ended March 31, 2013. The addition of Britton & Koontz’s earning assets accounted for the vast majority of the increase.

Interest income increased $1.7 million, or 15.6%, in the first quarter of 2014, compared to the first quarter of 2013. Higher interest income was due largely to the addition of Britton & Koontz’s interest-earning assets.

Interest expense decreased $269,000, or 26.3%, in the first quarter of 2014 compared to the first quarter of 2013. The decrease was due largely to the addition of Britton and Koontz’s customer deposits and the change in funding mix over the past year.

The following table sets forth, for the periods indicated, information regarding (i) the total dollar amount of interest income of the Company from interest-earning assets and the resultant average yields; (ii) the total dollar amount of interest expense on interest-bearing liabilities and the resultant average rate; (iii) net interest income; (iv) net interest spread; and (v) net interest margin. Information is based on average monthly balances during the indicated periods. Taxable equivalent (“TE”) yields are calculated using a marginal tax rate of 35%.

Three Months Ended March 31,
2014 2013
Average Average
Average Yield/ Average Yield/

(dollars in thousands)

Balance Interest Rate (1) Balance Interest Rate (1)

Interest-earning assets:

Loans receivable (1)

$ 793,509 $ 11,484 5.81 % $ 675,435 $ 10,073 5.98 %

Investment securities (TE)

190,016 1,051 2.47 153,958 771 2.15

Other interest-earning assets

31,166 31 0.41 28,753 31 0.44

Total interest-earning assets (TE)

1,014,691 12,566 5.02 858,146 10,875 5.11

Noninterest-earning assets

103,670 103,396

Total assets

$ 1,118,361 $ 961,542

Interest-bearing liabilities:

Deposits:

Savings, checking and money market

$ 423,213 $ 237 0.23 % $ 369,594 $ 269 0.30 %

Certificates of deposit

219,226 385 0.71 245,421 612 1.01

Total interest-bearing deposits

642,439 622 0.39 615,015 881 0.58

Other borrowings

14,031 17 0.48

FHLB advances

109,625 116 0.42 41,243 144 1.39

Total interest-bearing liabilities

766,095 755 0.40 656,258 1,025 0.63

Noninterest-bearing liabilities

210,939 162,171

Total liabilities

977,034 818,429

Shareholders’ equity

141,327 143,113

Total liabilities and shareholders’ equity

$ 1,118,361 $ 961,542

Net interest-earning assets

$ 248,596 $ 201,888

Net interest spread (TE)

$ 11,811 4.62 % $ 9,850 4.48 %

Net interest margin (TE)

4.72 % 4.63 %

(1) Nonperforming loans are included in the respective average loan balances, net of deferred fees, discounts and loans in process. Acquired loans were recorded at fair value upon acquisition and accrete interest income over the remaining lives of the respective loans.

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The following table displays the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities. The table distinguishes between (i) changes attributable to volume (changes in average volume between periods times prior year rate), (ii) changes attributable to rate (changes in average rate between periods times prior year volume) and (iii) total increase (decrease).

For the Three Months Ended
March 31,
2014 Compared to 2013
Change Attributable To
Total
Increase

(dollars in thousands)

Rate Volume (Decrease)

Interest income:

Loans receivable

$ (391 ) $ 1,802 $ 1,411

Investment securities (TE)

51 229 280

Other interest-earning assets

(2 ) 2

Total interest income

(342 ) 2,033 1,691

Interest expense:

Savings, checking and money market accounts

(62 ) 30 (32 )

Certificates of deposit

(171 ) (56 ) (227 )

Securities sold under repurchase agreement

17 17

FHLB advances

66 (94 ) (28 )

Total interest expense

(167 ) (103 ) (270 )

Increase (decrease) in net interest income

$ (175 ) $ 2,136 $ 1,961

Provision for Loan Losses – For the quarter ended March 31, 2014, the Company recorded a provision for loan losses of $145,000, or 72.1% lower than the $520,000 recorded for the same period in 2013.

As of March 31, 2014, the Company’s ratio of allowance for loan losses to total loans was 0.81%, compared to 0.98% and 0.84% at December 31, 2013 and March 31, 2013, respectively. Excluding acquired loans, the ratio of the allowance for loan losses to total loans was 1.10% at March 31, 2014, compared to 1.12% at December 31, 2013 and 1.05% at March 31, 2013.

Noninterest Income – The Company’s noninterest income was $1.7 million for the three months ended March 31, 2014, $160,000, or 8.8%, lower than the $1.8 million earned for the same period in 2013. The decrease resulted primarily from decreases in gains on the sale of mortgage loans (down $387,000), which was partially offset by increases in service fees and charges (up $214,000) and bank card fees (up $42,000).

Noninterest Expense – The Company’s noninterest expense was $11.3 million for the three months ended March 31, 2014, $2.9 million, or 35.1%, higher than the $8.3 million recorded for the same period in 2013. Noninterest expense includes $2.0 million of merger expenses related to the acquisition of Britton & Koontz in the first quarter of 2014. Such merger-related expenses include professional fees, data conversion and severance and other employee costs associated with the merger and related systems conversion. Excluding merger-related expenses, noninterest expense for the first quarter of 2014 totaled $9.3 million, an increase of $969,000, or 11.6%, compared to the first quarter of 2013. The increase primarily relates to the growth of the Company due to the addition of Britton & Koontz branches and employees.

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Income Taxes – For the quarters ended March 31, 2014 and March 31, 2013, the Company incurred income tax expense of $631,000 and $952,000, respectively. The Company’s effective tax rate was 30.6% and 33.8% during the first quarters of 2014 and 2013, respectively. The decline in the effective tax rate for the first quarter of 2014 is due primarily to the income earned on the tax-exempt securities acquired in the acquisition of Britton & Koontz. Differences between the effective tax rate and the statutory tax rate primarily relate to variances in items that are non-taxable or non-deductible (e.g., state tax, tax-exempt income, tax credits, etc.).

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Quantitative and qualitative disclosures about market risk are presented in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2013, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Asset/ Liability Management and Market Risk”. Additional information at March 31, 2014 is included herein under Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Asset/Liability Management”.

Item 4. Controls and Procedures.

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations and are operating in an effective manner.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Securities Exchange Act of 1934) occurred during the first quarter of 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings .

Not applicable.

Item 1A. Risk Factors .

There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for December 31, 2013 filed with the Securities and Exchange Commission.

Item 2. Unregistered Sales of Equity Securities and the Use of Proceeds .

The Company’s purchases of its common stock made during the quarter consisted of stock repurchases under the Company’s approved plan and are set forth in the following table.

Period

Total
Number of
Shares

Purchased
Average Price
Paid per Share
Total Number of
Shares Purchased

as Part of Publicly
Announced Plans
or Programs
Maximum Number of
Shares that May Yet
be Purchased Under
the Plan or
Programs (1)

January 1 - January 31, 2014

$ 202,277 167,723

February 1 - February 28, 2014

202,277 167,723

March 1 - March 31, 2014

200 20.74 202,477 167,523

Total

200 $ 20.74 202,477 167,523

(1) On June 7, 2013, the Company announced the commencement of a new stock repurchase program. Under the plan, the Company can repurchase up to 370,000 shares, or approximately 5% of its common stock outstanding, through open market or privately negotiated transactions.

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Item 3. Defaults Upon Senior Securities .

None.

Item 4. Mine Safety Disclosure .

None.

Item 5. Other Information .

None.

Item 6. Exhibits and Financial Statement Schedules .

No.

Description

31.1 Rule 13(a)-14(a) Certification of the Chief Executive Officer
31.2 Rule 13(a)-14(a) Certification of the Chief Financial Officer
32.0 Section 1350 Certification
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF XBRL Taxonomy Extension Definitions Linkbase Document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

HOME BANCORP, INC.
May 9, 2014 By:

/s/ John W. Bordelon

John W. Bordelon
President, Chief Executive Officer and Director
May 9, 2014 By:

/s/ Joseph B. Zanco

Joseph B. Zanco
Executive Vice President and Chief Financial Officer
May 9, 2014 By:

/s/ Mary H. Hopkins

Mary H. Hopkins
Home Bank First Vice President and Director of Financial Reporting

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