HBCP 10-Q Quarterly Report March 31, 2016 | Alphaminr

HBCP 10-Q Quarter ended March 31, 2016

HOME BANCORP, INC.
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10-Q 1 d164216d10q.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, 2016

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 (I.R.S. Employer
Incorporation or Organization) 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 3, 2016, the registrant had 7,260,671 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 25

Item 3.

Quantitative and Qualitative Disclosures About Market Risk 37

Item 4.

Controls and Procedures 37
PART II

Item 1.

Legal Proceedings 37

Item 1A.

Risk Factors 37

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds 37

Item 3.

Defaults Upon Senior Securities 38

Item 4.

Mine Safety Disclosures 38

Item 5.

Other Information 38

Item 6.

Exhibits 38

SIGNATURES

39


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HOME BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited)
March 31,

2016
(Audited)
December 31,
2015

Assets

Cash and cash equivalents

$ 17,960,269 $ 24,797,599

Interest-bearing deposits in banks

4,653,585 5,143,585

Investment securities available for sale, at fair value

178,533,171 176,762,200

Investment securities held to maturity (fair values of $14,144,886 and $14,120,842, respectively)

13,845,761 13,926,861

Mortgage loans held for sale

11,504,158 5,651,250

Loans, net of unearned income

1,218,059,238 1,224,365,916

Allowance for loan losses

(10,397,231 ) (9,547,487 )

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

1,207,662,007 1,214,818,429

Office properties and equipment, net

42,190,686 40,815,744

Cash surrender value of bank-owned life insurance

19,787,613 19,666,900

Accrued interest receivable and other assets

47,983,954 50,329,032

Total Assets

$ 1,544,121,204 $ 1,551,911,600

Liabilities

Deposits:

Noninterest-bearing

$ 292,410,344 $ 296,616,693

Interest-bearing

951,288,494 947,599,823

Total deposits

1,243,698,838 1,244,216,516

Short-term Federal Home Loan Bank (FHLB) advances

28,157,593 39,939,375

Long-term Federal Home Loan Bank (FHLB) advances

84,853,020 85,213,222

Accrued interest payable and other liabilities

18,247,985 17,496,133

Total Liabilities

1,374,957,436 1,386,865,246

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; 7,256,671 and 7,239,821 shares issued and outstanding, respectively

72,568 72,399

Additional paid-in capital

77,389,045 76,948,914

Unallocated common stock held by:

Employee Stock Ownership Plan (ESOP)

(4,463,400 ) (4,552,670 )

Recognition and Retention Plan (RRP)

(156,678 ) (158,590 )

Retained earnings

94,542,265 91,864,543

Accumulated other comprehensive income

1,779,968 871,758

Total Shareholders’ Equity

169,163,768 165,046,354

Total Liabilities and Shareholders’ Equity

$ 1,544,121,204 $ 1,551,911,600

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,
2016 2015

Interest Income

Loans, including fees

$ 16,018,095 $ 12,360,963

Investment securities:

Taxable interest

798,352 735,637

Tax-exempt interest

172,732 174,484

Other investments and deposits

59,382 33,752

Total interest income

17,048,561 13,304,836

Interest Expense

Deposits

931,853 684,979

Securities sold under repurchase agreement

18,429

Short-term FHLB advances

43,598 6,071

Long-term FHLB advances

350,629 103,235

Total interest expense

1,326,080 812,714

Net interest income

15,722,481 12,492,122

Provision for loan losses

850,000 538,487

Net interest income after provision for loan losses

14,872,481 11,953,635

Noninterest Income

Service fees and charges

1,036,410 892,118

Bank card fees

601,201 565,584

Gain on sale of loans, net

300,673 373,173

Income from bank-owned life insurance

120,712 132,359

Other income

508,282 115,450

Total noninterest income

2,567,278 2,078,684

Noninterest Expense

Compensation and benefits

7,201,036 5,760,787

Occupancy

1,309,597 1,171,280

Marketing and advertising

257,664 110,328

Data processing and communication

1,543,715 943,332

Professional services

294,207 238,175

Forms, printing and supplies

177,292 144,810

Franchise and shares tax

219,773 147,272

Regulatory fees

322,691 280,467

Foreclosed assets, net

118,377 235,782

Other expenses

896,836 686,853

Total noninterest expense

12,341,188 9,719,086

Income before income tax expense

5,098,571 4,313,233

Income tax expense

1,748,893 1,465,469

Net Income

$ 3,349,678 $ 2,847,764

Earnings per share:

Basic

$ 0.49 $ 0.43

Diluted

$ 0.47 $ 0.41

Cash dividends declared per common share

$ 0.09 $ 0.07

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

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HOME BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

For the Three Months Ended
March 31,
2016 2015

Net Income

$ 3,349,678 $ 2,847,764

Other Comprehensive Income

Unrealized gains on investment securities

$ 1,397,246 $ 616,469

Tax effect

(489,036 ) (215,764 )

Other comprehensive income, net of taxes

$ 908,210 $ 400,705

Comprehensive Income

$ 4,257,888 $ 3,248,469

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 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, 2014 (1 )

$ 90,088 $ 93,332,108 $ (28,572,891 ) $ (4,909,750 ) $ (202,590 ) $ 93,101,915 $ 1,304,876 $ 154,143,756

Net income

2,847,764 2,847,764

Other comprehensive income

400,705 400,705

Purchase of Company’s common shares at cost, 83,193 shares

(1,800,042 ) (1,800,042 )

Cash dividends declared, $0.07 per share

(500,383 ) (500,383 )

Exercise of stock options

1,234 1,425,616 1,426,850

ESOP shares released for allocation

141,619 89,270 230,889

Share-based compensation cost

32,940 32,940

Balance, March 31, 2015

$ 91,322 $ 94,932,283 $ (30,372,933 ) $ (4,820,480 ) $ (202,590 ) $ 95,449,296 $ 1,705,581 $ 156,782,479

Balance, December 31, 2015 (1 )

$ 72,399 $ 76,948,914 $ $ (4,552,670 ) $ (158,590 ) $ 91,864,543 $ 871,758 $ 165,046,354

Net income

3,349,678 3,349,678

Other comprehensive income

908,210 908,210

Purchase of Company’s common shares at cost, 1,250 shares

(13 ) (12,488 ) (19,949 ) (32,450 )

Cash dividends declared, $0.09 per share

(652,007 ) (652,007 )

Exercise of stock options

182 207,064 207,246

ESOP shares released for allocation

180,813 89,270 270,083

Restricted stock vesting

(1,594 ) 1,912 318

Share-based compensation cost

66,336 66,336

Balance, March 31, 2016

$ 72,568 $ 77,389,045 $ $ (4,463,400 ) $ (156,678 ) $ 94,542,265 $ 1,779,968 $ 169,163,768

(1) Balances as of December 31, 2014 and December 31, 2015 are audited.

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

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HOME BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

For the Three Months Ended

March 31,

2016 2015

Cash flows from operating activities:

Net income

$ 3,349,678 $ 2,847,764

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

Provision for loan losses

850,000 538,487

Depreciation

456,262 447,898

Amortization of purchase accounting valuations and intangibles

532,980 1,214,457

Net amortization of mortgage servicing asset

65,745 31,270

Federal Home Loan Bank stock dividends

(19,900 ) (3,900 )

Net amortization of premium on investments

370,778 354,341

Gain on loans sold, net

(300,673 ) (373,173 )

Proceeds, including principal payments, from loans held for sale

27,923,041 35,200,887

Originations of loans held for sale

(33,475,276 ) (35,933,388 )

Non-cash compensation

295,441 226,961

Deferred income tax (benefit) provision

117,024 (43,135 )

Decrease (increase) in interest receivable and other assets

946,840 (316,553 )

Increase in cash surrender value of bank-owned life insurance

(120,713 ) (132,359 )

Increase (decrease) in accrued interest payable and other liabilities

810,030 (494,581 )

Net cash provided by operating activities

1,801,257 3,564,976

Cash flows from investing activities:

Purchases of securities available for sale

(7,968,779 ) (3,126,663 )

Purchases of securities held to maturity

(2,273,910 )

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

7,305,376 6,767,654

Net change in loans

6,303,936 (14,586,858 )

Reimbursement from FDIC for covered assets

130,933

Decrease in interest bearing deposits in other banks

490,000

Proceeds from sale of repossessed assets

105,760 496,798

Purchases of office properties and equipment

(1,831,792 ) (67,570 )

Proceeds from sale of properties and equipment

595 500

Purchases of Federal Home Loan Bank stock

(722,500 )

Proceeds from redemption of Federal Home Loan Bank stock

1,272,900

Net cash provided by (used in) investing activities

4,405,096 (12,108,716 )

Cash flows from financing activities:

(Decrease) increase in deposits

(483,612 ) 33,015,266

Borrowings on Federal Home Loan Bank advances

1,176,750,000 1,038,050,000

Repayments of Federal Home Loan Bank advances

(1,188,832,860 ) (1,060,550,000 )

Purchase of Company’s common stock

(32,450 ) (1,800,042 )

Proceeds from exercise of stock options

207,246 1,426,850

Payment of dividends on common stock

(652,007 ) (500,383 )

Net cash (used in) provided by financing activities

(13,043,683 ) 9,641,691

Net change in cash and cash equivalents

(6,837,330 ) 1,097,951

Cash and cash equivalents at beginning of year

24,797,599 29,077,907

Cash and cash equivalents at end of period

$ 17,960,269 $ 30,175,858

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

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Table of Contents

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, 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, 2016 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, 2015.

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, 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. Recent Accounting Pronouncements

In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities”. The ASU amendments include changes related to how certain equity investments are measured, recognize changes in the fair value of certain financial liabilities measured under the fair value option, and disclose and present financial assets and liabilities on the Company’s consolidated financial statements. Additionally, the ASU will also require entities to present financial assets and financial liabilities separately, grouped by measurement category and form of financial asset in the statement of financial position or in the accompanying notes to the financial statements. Entities will also no longer have to disclose the methods and significant assumptions for financial instruments measured at amortized cost, but will be required to measure such instruments under the “exit price” notion for disclosure purposes. The ASU is effective for annual and interim periods beginning after December 15, 2017. The adoption of this ASU is not expected to have a material effect on our Consolidated Financial Statements.

In February 2016, the FASB issued ASU 2016-02, “Conforming Amendments Related to Leases”. This ASU amends the codification regarding leases in order to increase transparency and comparability. The ASU requires companies to recognize lease assets and liabilities on the statement of condition and disclose key information about leasing arrangements. A lessee would recognize a liability to make lease payments and a right-of-use asset representing its right to use the leased asset for the lease term. The ASU is effective for annual and interim periods beginning after December 15, 2018. The adoption of this ASU is not expected to have a material effect on our Consolidated Financial Statements.

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In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting”. The ASU amends the codification to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification in the statement of cash flows. This ASU is effective for annual and interim periods beginning after December 15, 2016, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this guidance on the Consolidated Financial Statements.

3. Investment Securities

Summary information regarding the Company’s investment securities classified as available for sale and held to maturity as of March 31, 2016 and December 31, 2015 is as follows.

(dollars in thousands)

Amortized
Cost
Gross
Unrealized
Gains
Gross Unrealized
Losses
Fair Value
March 31, 2016 Less Than
1 Year
Over
1 Year

Available for sale:

U.S. agency mortgage-backed

$ 135,724 $ 2,161 $ 38 $ 150 $ 137,697

Non-U.S. agency mortgage-backed

5,857 29 8 57 5,821

Municipal bonds

22,131 592 2 22,721

U.S. government agency

12,085 214 5 12,294

Total available for sale

$ 175,797 $ 2,996 $ 53 $ 207 $ 178,533

Held to maturity:

Municipal bonds

$ 13,846 $ 316 $ $ 17 $ 14,145

(dollars in thousands)

Amortized
Cost
Gross
Unrealized
Gains
Gross Unrealized
Losses
Fair Value
December 31, 2015 Less Than
1 Year
Over
1 Year

Available for sale:

U.S. agency mortgage-backed

$ 134,748 $ 1,464 $ 287 $ 447 $ 135,478

Non-U.S. agency mortgage-backed

6,055 51 41 6,065

Municipal bonds

22,453 490 10 22,933

U.S. government agency

12,166 145 25 12,286

Total available for sale

$ 175,422 $ 2,150 $ 322 $ 488 $ 176,762

Held to maturity:

Municipal bonds

$ 13,927 $ 239 $ 45 $ $ 14,121

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The estimated fair value and amortized cost by maturity of the Company’s investment securities as of March 31, 2016 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

$ 1,902 $ 5,914 $ 35,834 $ 94,047 $ 137,697

Non-U.S. agency mortgage-backed

5,821 5,821

Municipal bonds

2,600 8,235 10,123 1,763 22,721

U.S. government agency

8,114 4,180 12,294

Total available for sale

$ 4,502 $ 22,263 $ 45,957 $ 105,811 $ 178,533

Securities held to maturity:

Municipal bonds

$ 236 $ 1,104 $ 9,350 $ 3,455 $ 14,145

Total investment securities

$ 4,738 $ 23,367 $ 55,307 $ 109,266 $ 192,678

(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

$ 1,902 $ 5,818 $ 35,405 $ 92,599 $ 135,724

Non-U.S. agency mortgage-backed

5,857 5,857

Municipal bonds

2,584 7,987 9,912 1,648 22,131

U.S. government agency

7,989 4,096 12,085

Total available for sale

$ 4,486 $ 21,794 $ 45,317 $ 104,200 $ 175,797

Securities held to maturity:

Municipal bonds

$ 236 $ 1,080 $ 9,100 $ 3,430 $ 13,846

Total investment securities

$ 4,722 $ 22,874 $ 54,417 $ 107,630 $ 189,643

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, 2016, 26 of the Company’s debt securities had unrealized losses totaling 0.8% of the individual securities’ amortized cost basis and 0.1% of the Company’s total amortized cost basis of the investment securities portfolio. At such date, 12 of the 26 securities had been in a continuous loss position for over 12 months. The 12 securities had an aggregate amortized cost basis of $15.3 million and unrealized loss of $224,000 at March 31, 2016. Management has the intent and ability to hold these debt securities until maturity, or until anticipated recovery; hence, no declines in these 12 securities were deemed to be other-than-temporary.

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As of March 31, 2016 and December 31, 2015, the Company had $97,464,000 and $94,661,000, respectively, of securities pledged to secure public deposits.

4. Earnings Per Share

Earnings per common share were computed based on the following:

Three Months Ended

March 31,

(in thousands, except per share data)

2016 2015

Numerator:

Net income available to common shareholders

$ 3,350 $ 2,848

Denominator:

Weighted average common shares outstanding

6,784 6,634

Effect of dilutive securities:

Restricted stock

3 3

Stock options

265 325

Weighted average common shares outstanding – assuming dilution

7,052 6,962

Basic earnings per common share

$ 0.49 $ 0.43

Diluted earnings per common share

$ 0.47 $ 0.41

Options on 69,096 and 9,500 shares of common stock were not included in the computation of diluted earnings per share for the three months ended March 31, 2016 and March 31, 2015, respectively, because the effect of these shares was anti-dilutive.

5. Credit Quality and Allowance for Loan Losses

The following briefly describes the distinction between originated and acquired 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 is 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.

Acquired Loans

Loans that were acquired as a result of our acquisitions of certain assets and liabilities of Statewide Bank (“Statewide”) of Covington, Louisiana, on March 12, 2010, and the acquisitions of GS Financial Corp. (“GSFC”), the former holding company of Guaranty Savings Bank of Metairie, Louisiana, on July 15, 2011, 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, and Louisiana Bancorp, Inc. (“Louisiana Bancorp”), the former holding company of Bank of New Orleans (“BNO”) of Metairie, Louisiana on September 15, 2015 are referred to as “Acquired Loans.”

Acquired Loans were recorded at estimated fair value at the acquisition date with no carryover of the related allowance for loan losses. The acquired loans were segregated between those considered to be performing (“acquired performing”) and those with evidence of credit deterioration (“acquired impaired”), and then further

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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 nonaccretable discount for the loan pool. Once the nonaccretable 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 .

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

As of March 31, 2016
Originated Loans

(dollars in thousands)

Collectively
Evaluated for
Impairment
Individually
Evaluated for
Impairment
Acquired
Loans
Total

Allowance for loan losses:

One- to four-family first mortgage

$ 1,391 $ 34 $ 92 $ 1,517

Home equity loans and lines

575 318 893

Commercial real estate

3,180 86 3,266

Construction and land

1,372 57 1,429

Multi-family residential

175 175

Commercial and industrial

2,031 418 113 2,562

Consumer

555 555

Total allowance for loan losses

$ 9,279 $ 538 $ 580 $ 10,397

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As of March 31, 2016
Originated Loans

(dollars in thousands)

Collectively
Evaluated for
Impairment
Individually
Evaluated for
Impairment
Acquired
Loans (1)
Total

Recorded investment in loans:

One- to four-family first mortgage

$ 189,371 $ 81 $ 198,838 $ 388,290

Home equity loans and lines

44,527 51,529 96,056

Commercial real estate

294,389 165 113,612 408,166

Construction and land

112,289 4,958 117,247

Multi-family residential

15,141 22,286 37,427

Commercial and industrial

113,564 1,053 9,846 124,463

Consumer

44,486 1,924 46,410

Total loans

$ 813,767 $ 1,299 $ 402,993 $ 1,218,059

As of December 31, 2015
Originated Loans

(dollars in thousands)

Collectively
Evaluated for
Impairment
Individually
Evaluated for
Impairment
Acquired
Loans
Total

Allowance for loan losses:

One- to four-family first mortgage

$ 1,338 $ 34 $ 92 $ 1,464

Home equity loans and lines

536 224 760

Commercial real estate

3,066 86 3,152

Construction and land

1,360 57 1,417

Multi-family residential

173 173

Commercial and industrial

1,977 33 2,010

Consumer

571 571

Total allowance for loan losses

$ 9,021 $ 153 $ 373 $ 9,547

As of December 31, 2015
Originated Loans

(dollars in thousands)

Collectively
Evaluated for
Impairment
Individually
Evaluated for
Impairment
Acquired
Loans (1)
Total

Recorded investment in loans:

One- to four-family first mortgage

$ 185,802 $ 78 $ 205,386 $ 391,266

Home equity loans and lines

40,251 53,809 94,060

Commercial real estate

285,856 181 119,342 405,379

Construction and land

109,007 7,768 116,775

Multi-family residential

14,962 28,901 43,863

Commercial and industrial

115,360 707 9,041 125,108

Consumer

45,641 2,274 47,915

Total loans

$ 796,879 $ 966 $ 426,521 $ 1,224,366

(1) $17.4 million and $20.0 million in acquired loans were accounted for under ASC 310-30 at March 31, 2016 and December 31, 2015, respectively.

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A summary of activity in the allowance for loan losses during the three months ended March 31, 2016 and March 31, 2015 follows.

For the Three Months Ended March 31, 2016

(dollars in thousands)

Beginning
Balance
Charge-offs Recoveries Provision Ending
Balance

Originated loans:

Allowance for loan losses:

One- to four-family first mortgage

$ 1,372 $ (3 ) $ $ 56 $ 1,425

Home equity loans and lines

536 1 38 575

Commercial real estate

3,152 114 3,266

Construction and land

1,360 12 1,372

Multi-family residential

173 2 175

Commercial and industrial

2,010 (47 ) 10 476 2,449

Consumer

571 (56 ) 1 39 555

Total allowance for loan losses

$ 9,174 $ (106 ) $ 12 $ 737 $ 9,817

Acquired loans:

Allowance for loan losses:

One- to four-family first mortgage

$ 92 $ $ $ $ 92

Home equity loans and lines

224 94 318

Commercial real estate

Construction and land

57 57

Multi-family residential

Commercial and industrial

94 19 113

Consumer

Total allowance for loan losses

$ 373 $ $ 94 $ 113 $ 580

Total loans:

Allowance for loan losses:

One- to four-family first mortgage

$ 1,464 $ (3 ) $ $ 56 $ 1,517

Home equity loans and lines

760 1 132 893

Commercial real estate

3,152 114 3,266

Construction and land

1,417 12 1,429

Multi-family residential

173 2 175

Commercial and industrial

2,010 (47 ) 104 495 2,562

Consumer

571 (56 ) 1 39 555

Total allowance for loan losses

$ 9,547 $ (106 ) $ 106 $ 850 $ 10,397

For the Three Months Ended March 31, 2015

(dollars in thousands)

Beginning
Balance
Charge-offs Recoveries Provision Ending
Balance

Originated loans:

Allowance for loan losses:

One- to four-family first mortgage

$ 1,136 $ $ $ 96 $ 1,232

Home equity loans and lines

442 3 18 463

Commercial real estate

2,922 146 3,068

Construction and land

968 52 1,020

Multi-family residential

192 35 227

Commercial and industrial

1,161 (44 ) 30 160 1,307

Consumer

521 (15 ) 31 537

Total allowance for loan losses

$ 7,342 $ (59 ) $ 33 $ 538 $ 7,854

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Acquired loans:

Allowance for loan losses:

One- to four-family first mortgage

$ 174 $ $ $ $ 174

Home equity loans and lines

111 111

Commercial real estate

Construction and land

133 133

Multi-family residential

Commercial and industrial

Consumer

Total allowance for loan losses

$ 418 $ $ $ $ 418

Total loans:

Allowance for loan losses:

One- to four-family first mortgage

$ 1,310 $ $ $ 96 $ 1,406

Home equity loans and lines

553 3 18 574

Commercial real estate

2,922 146 3,068

Construction and land

1,101 52 1,153

Multi-family residential

192 35 227

Commercial and industrial

1,161 (44 ) 30 160 1,307

Consumer

521 (15 ) 31 537

Total allowance for loan losses

$ 7,760 $ (59 ) $ 33 $ 538 $ 8,272

The following tables present the Company’s loan portfolio by credit quality classification as of the dates indicated.

March 31, 2016

(dollars in thousands)

Pass Special
Mention
Substandard Doubtful Total

Originated loans:

One- to four-family first mortgage

$ 187,617 $ 427 $ 1,408 $ $ 189,452

Home equity loans and lines

43,689 367 471 44,527

Commercial real estate

291,532 974 2,048 294,554

Construction and land

111,583 30 676 112,289

Multi-family residential

15,141 15,141

Commercial and industrial

112,312 2,305 114,617

Consumer

44,020 64 402 44,486

Total originated loans

$ 805,894 $ 1,862 $ 7,310 $ $ 815,066

Acquired loans:

One- to four-family first mortgage

$ 194,438 $ 759 $ 3,641 $ $ 198,838

Home equity loans and lines

51,111 102 316 51,529

Commercial real estate

107,719 4,048 1,845 113,612

Construction and land

3,828 1,130 4,958

Multi-family residential

21,347 10 929 22,286

Commercial and industrial

7,570 2,276 9,846

Consumer

1,863 30 31 1,924

Total acquired loans

$ 387,876 $ 4,949 $ 10,168 $ $ 402,993

Total:

One- to four-family first mortgage

$ 382,055 $ 1,186 $ 5,049 $ $ 388,290

Home equity loans and lines

94,800 469 787 96,056

Commercial real estate

399,251 5,022 3,893 408,166

Construction and land

115,411 30 1,806 117,247

Multi-family residential

36,488 10 929 37,427

Commercial and industrial

119,882 4,581 124,463

Consumer

45,883 94 433 46,410

Total loans

$ 1,193,770 $ 6,811 $ 17,478 $ $ 1,218,059

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December 31, 2015

(dollars in thousands)

Pass Special
Mention
Substandard Doubtful Total

Originated loans:

One- to four-family first mortgage

$ 183,863 $ 439 $ 1,578 $ $ 185,880

Home equity loans and lines

39,736 394 121 40,251

Commercial real estate

282,963 988 2,086 286,037

Construction and land

107,901 1,106 109,007

Multi-family residential

14,962 14,962

Commercial and industrial

113,108 585 2,374 116,067

Consumer

45,133 38 470 45,641

Total originated loans

$ 787,666 $ 2,444 $ 7,735 $ $ 797,845

Acquired loans:

One- to four-family first mortgage

$ 200,966 $ 791 $ 3,629 $ $ 205,386

Home equity loans and lines

53,352 20 437 53,809

Commercial real estate

112,802 4,085 2,455 119,342

Construction and land

4,573 1,819 1,376 7,768

Multi-family residential

27,931 12 958 28,901

Commercial and industrial

7,071 1,191 779 9,041

Consumer

2,160 51 63 2,274

Total acquired loans

$ 408,855 $ 7,969 $ 9,697 $ $ 426,521

Total:

One- to four-family first mortgage

$ 384,829 $ 1,230 $ 5,207 $ $ 391,266

Home equity loans and lines

93,088 414 558 94,060

Commercial real estate

395,765 5,073 4,541 405,379

Construction and land

112,474 1,819 2,482 116,775

Multi-family residential

42,893 12 958 43,863

Commercial and industrial

120,179 1,776 3,153 125,108

Consumer

47,293 89 533 47,915

Total loans

$ 1,196,521 $ 10,413 $ 17,432 $ $ 1,224,366

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.

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

March 31, 2016

(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

$ 1,000 $ 354 $ 521 $ 1,875 $ 187,577 $ 189,452

Home equity loans and lines

574 12 195 781 43,746 44,527

Commercial real estate

596 596 293,958 294,554

Construction and land

87 87 112,202 112,289

Multi-family residential

15,141 15,141

Total real estate loans

1,574 366 1,399 3,339 652,624 655,963

Other loans:

Commercial and industrial

687 754 1,441 113,176 114,617

Consumer

398 41 196 635 43,851 44,486

Total other loans

1,085 41 950 2,076 157,027 159,103

Total originated loans

$ 2,659 $ 407 $ 2,349 $ 5,415 $ 809,651 $ 815,066

Acquired loans:

Real estate loans:

One- to four-family first mortgage

$ 1,805 $ 693 $ 1,895 $ 4,393 $ 194,445 $ 198,838

Home equity loans and lines

378 54 96 528 51,001 51,529

Commercial real estate

19 1,449 1,468 112,144 113,612

Construction and land

5 41 46 4,912 4,958

Multi-family residential

22,286 22,286

Total real estate loans

2,207 747 3,481 6,435 384,788 391,223

Other loans:

Commercial and industrial

7 438 445 9,401 9,846

Consumer

10 15 9 34 1,890 1,924

Total other loans

17 15 447 479 11,291 11,770

Total acquired loans

$ 2,224 $ 762 $ 3,928 $ 6,914 $ 396,079 $ 402,993

Total loans:

Real estate loans:

One- to four-family first mortgage

$ 2,805 $ 1,047 $ 2,416 $ 6,268 $ 382,022 $ 388,290

Home equity loans and lines

952 66 291 1,309 94,747 96,056

Commercial real estate

19 2,045 2,064 406,102 408,166

Construction and land

5 128 133 117,114 117,247

Multi-family residential

37,427 37,427

Total real estate loans

3,781 1,113 4,880 9,774 1,037,412 1,047,186

Other loans:

Commercial and industrial

694 1,192 1,886 122,577 124,463

Consumer

408 56 205 669 45,741 46,410

Total other loans

1,102 56 1,397 2,555 168,318 170,873

Total loans

$ 4,883 $ 1,169 $ 6,277 $ 12,329 $ 1,205,730 $ 1,218,059

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December 31, 2015

(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

$ 2,174 $ 435 $ 890 $ 3,499 $ 182,381 $ 185,880

Home equity loans and lines

87 121 208 40,043 40,251

Commercial real estate

438 602 1,040 284,997 286,037

Construction and land

117 87 204 108,803 109,007

Multi-family residential

14,962 14,962

Total real estate loans

2,816 435 1,700 4,951 631,186 636,137

Other loans:

Commercial and industrial

411 15 707 1,133 114,934 116,067

Consumer

533 277 358 1,168 44,473 45,641

Total other loans

944 292 1,065 2,301 159,407 161,708

Total originated loans

$ 3,760 $ 727 $ 2,765 $ 7,252 $ 790,593 $ 797,845

Acquired loans:

Real estate loans:

One- to four-family first mortgage

$ 1,976 $ 885 $ 2,582 $ 5,443 $ 199,943 $ 205,386

Home equity loans and lines

327 40 317 684 53,125 53,809

Commercial real estate

140 6 1,441 1,587 117,755 119,342

Construction and land

592 7 48 647 7,121 7,768

Multi-family residential

14 12 26 28,875 28,901

Total real estate loans

3,035 952 4,400 8,387 406,819 415,206

Other loans:

Commercial and industrial

14 7 429 450 8,591 9,041

Consumer

64 4 48 116 2,158 2,274

Total other loans

78 11 477 566 10,749 11,315

Total acquired loans

$ 3,113 $ 963 $ 4,877 $ 8,953 $ 417,568 $ 426,521

Total loans:

Real estate loans:

One- to four-family first mortgage

$ 4,150 $ 1,320 $ 3,472 $ 8,942 $ 382,324 $ 391,266

Home equity loans and lines

414 40 438 892 93,168 94,060

Commercial real estate

578 6 2,043 2,627 402,752 405,379

Construction and land

709 7 135 851 115,924 116,775

Multi-family residential

14 12 26 43,837 43,863

Total real estate loans

5,851 1,387 6,100 13,338 1,038,005 1,051,343

Other loans:

Commercial and industrial

425 22 1,136 1,583 123,525 125,108

Consumer

597 281 406 1,284 46,631 47,915

Total other loans

1,022 303 1,542 2,867 170,156 173,023

Total loans

$ 6,873 $ 1,690 $ 7,642 $ 16,205 $ 1,208,161 $ 1,224,366

Excluding Acquired Loans with deteriorated credit quality, as of March 31, 2016 and December 31, 2015, the Company did not have any loans greater than 90 days past due and accruing.

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Table of Contents

The following is a summary of information pertaining to Originated Loans which were deemed to be impaired loans as of the dates indicated.

As of Period Ended March 31, 2016

(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

$ $ $ $ $

Home equity loans and lines

Commercial real estate

Construction and land

Multi-family residential

Commercial and industrial

Consumer

Total

$ $ $ $ $

With an allowance recorded:

One- to four-family first mortgage

$ 81 $ 81 $ 34 $ 81 $ 1

Home equity loans and lines

Commercial real estate

165 173 86 173 2

Construction and land

Multi-family residential

Commercial and industrial

1,053 1,079 418 822 15

Consumer

Total

$ 1,299 $ 1,333 $ 538 $ 1,076 $ 18

Total impaired Originated Loans:

One- to four-family first mortgage

$ 81 $ 81 $ 34 $ 81 $ 1

Home equity loans and lines

Commercial real estate

165 173 86 173 2

Construction and land

Multi-family residential

Commercial and industrial

1,053 1,079 418 822 15

Consumer

Total

$ 1,299 $ 1,333 $ 538 $ 1,076 $ 18

As of Period Ended December 31, 2015

(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

$ $ $ $ 72 $

Home equity loans and lines

Commercial real estate

Construction and land

Multi-family residential

Commercial and industrial

213

Consumer

Total

$ $ $ $ 285 $

With an allowance recorded:

One- to four-family first mortgage

$ 78 $ 78 $ 34 $ 6 $ 5

Home equity loans and lines

Commercial real estate

181 181 86 461 11

Construction and land

Multi-family residential

Commercial and industrial

707 707 33 729 39

Consumer

Total

$ 966 $ 966 $ 153 $ 1,196 $ 55

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Table of Contents

Total impaired Originated Loans:

One- to four-family first mortgage

$ 78 $ 78 $ 34 $ 78 $ 5

Home equity loans and lines

Commercial real estate

181 181 86 461 11

Construction and land

Multi-family residential

Commercial and industrial

707 707 33 942 39

Consumer

Total

$ 966 $ 966 $ 153 $ 1,481 $ 55

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

March 31, 2016 December 31, 2015

(dollars in thousands)

Originated Acquired (1) Total Originated Acquired (1) Total

Nonaccrual loans:

One- to four-family first mortgage

$ 734 $ 2,578 $ 3,312 $ 928 $ 2,649 $ 3,577

Home equity loans and lines

471 289 760 121 412 533

Commercial real estate

1,638 1,866 3,504 1,671 2,526 4,197

Construction and land

87 81 168 87 121 208

Multi-family residential

763 763

Commercial and industrial

2,304 859 3,163 2,374 610 2,984

Consumer

401 41 442 470 81 551

Total

$ 5,635 $ 5,714 $ 11,349 $ 5,651 $ 7,162 $ 12,813

(1) Nonaccrual acquired loans accounted for under ASC 310-30 totaled $4.2 million and $4.6 million as of March 31, 2016 and December 31, 2015, respectively.

As of March 31, 2016, the Company had no outstanding commitments 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 may periodically grant 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. 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,

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,

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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.

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

As of March 31, 2016

(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

$ 280 $ $ 212 $ 492

Home equity loans and lines

367 287 654

Commercial real estate

106 1,042 1,148

Construction and land

30 87 117

Multi-family residential

Total real estate loans

783 1,628 2,411

Other loans:

Commercial and industrial

1,911 1,911

Consumer

205 205

Total other loans

2,116 2,116

Total originated loans

$ 783 $ $ 3,744 $ 4,527

Acquired loans:

Real estate loans:

One- to four-family first mortgage

$ 411 $ 72 $ 393 $ 876

Home equity loans and lines

Commercial real estate

1,187 1,187

Construction and land

13 13

Multi-family residential

Total real estate loans

411 72 1,593 2,076

Other loans:

Commercial and industrial

Consumer

Total other loans

Total acquired loans

$ 411 $ 72 $ 1,593 $ 2,076

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Table of Contents

Total loans:

Real estate loans:

One- to four-family first mortgage

$ 691 $ 72 $ 605 $ 1,368

Home equity loans and lines

367 287 654

Commercial real estate

106 2,229 2,335

Construction and land

30 100 130

Multi-family residential

Total real estate loans

1,194 72 3,221 4,487

Other loans:

Commercial and industrial

1,911 1,911

Consumer

205 205

Total other loans

2,116 2,116

Total loans

$ 1,194 $ 72 $ 5,337 $ 6,603

As of December 31, 2015

(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

$ 281 $ $ 38 $ 319

Home equity loans and lines

383 3 386

Commercial real estate

107 1,069 1,176

Construction and land

87 87

Multi-family residential

Total real estate loans

771 1,197 1,968

Other loans:

Commercial and industrial

2,374 2,374

Consumer

27 142 169

Total other loans

27 2,516 2,543

Total originated loans

$ 798 $ $ 3,713 $ 4,511

Acquired loans:

Real estate loans:

One- to four-family first mortgage

$ 419 $ 73 $ 15 $ 507

Home equity loans and lines

Commercial real estate

1,192 1,192

Construction and land

52 52

Multi-family residential

Total real estate loans

419 73 1,259 1,751

Other loans:

Commercial and industrial

Consumer

Total other loans

Total acquired loans

$ 419 $ 73 $ 1,259 $ 1,751

Total loans:

Real estate loans:

One- to four-family first mortgage

$ 700 $ 73 $ 53 $ 826

Home equity loans and lines

383 3 386

Commercial real estate

107 2,261 2,368

Construction and land

139 139

Multi-family residential

Total real estate loans

1,190 73 2,456 3,719

Other loans:

Commercial and industrial

2,374 2,374

Consumer

27 142 169

Total other loans

27 2,516 2,543

Total loans

$ 1,217 $ 73 $ 4,972 $ 6,262

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None of the above referenced TDRs defaulted subsequent to the restructuring through the date the financial statements were issued. The Company restructured, as a TDR, loans totaling $1.8 million during the first quarter of 2016.

6. Fair Value Measurements and Disclosures

The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The Company groups assets and liabilities measured or disclosed 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 used to measure fair value are as follows:

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

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 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 first-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 first-party pricing service, fair value is estimated by the use of secondary pricing services or through the use of non-binding first-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

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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, 2016, management did not make adjustments to prices provided by the first-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, 2016 and December 31, 2015.

Fair Value Measurements Using

(dollars in thousands)

March 31, 2016 Level 1 Level 2 Level 3

Available for sale securities:

U.S. agency mortgage-backed

$ 137,697 $ $ 137,697 $

Non-U.S. agency mortgage-backed

5,821 5,821

Municipal bonds

22,721 22,721

U.S. government agency

12,294 12,294

Total

$ 178,533 $ $ 178,533 $

Fair Value Measurements Using

(dollars in thousands)

December 31, 2015 Level 1 Level 2 Level 3

Available for sale securities:

U.S. agency mortgage-backed

$ 135,478 $ $ 135,478 $

Non-U.S. agency mortgage-backed

6,065 6,065

Municipal bonds

22,933 22,933

U.S. government agency

12,286 12,286

Total

$ 176,762 $ $ 176,762 $

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 and the FDIC loss sharing receivable are measured on a nonrecurring basis using significant unobservable inputs (Level 3).

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The Company has segregated all financial assets 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, 2016 Level 1 Level 2 Level 3

Assets

Acquired loans with deteriorated credit quality

$ 17,272 $ $ $ 17,272

Impaired loans, excluding acquired loans

760 760

Repossessed assets

2,379 2,379

Total

$ 20,411 $ $ $ 20,411

Fair Value Measurements Using

(dollars in thousands)

December 31, 2015 Level 1 Level 2 Level 3

Assets

Acquired loans with deteriorated credit quality

$ 19,859 $ $ $ 19,859

Impaired loans, excluding acquired loans

813 813

Repossessed assets

3,128 3,128

Total

$ 23,800 $ $ $ 23,800

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.

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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 first party pricing services or quoted market prices of securities with similar characteristics.

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

The fair value of loans is 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 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 by discounting the future cash flows using the rates currently offered for advances of similar maturities.

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

Fair Value Measurements at March 31, 2016

(dollars in thousands)

Carrying
Amount
Total Level 1 Level 2 Level 3

Financial Assets

Cash and cash equivalents

$ 17,960 $ 17,960 $ 17,960 $ $

Interest-bearing deposits in banks

4,654 4,654 4,654

Investment securities available for sale

178,533 178,533 178,533

Investment securities held to maturity

13,846 14,145 14,145

Mortgage loans held for sale

11,504 11,504 11,504

Loans, net

1,218,059 1,221,034 1,221,034

Cash surrender value of BOLI

19,788 19,788 19,788

Financial Liabilities

Deposits

$ 1,243,699 $ 1,244,461 $ $ 1,244,461 $

Short-term FHLB advances

28,158 28,158 28,158

Long-term FHLB advances

84,853 85,395 85,395
Fair Value Measurements at December 31, 2015

(dollars in thousands)

Carrying
Amount
Total Level 1 Level 2 Level 3

Financial Assets

Cash and cash equivalents

$ 24,798 $ 24,798 $ 24,798 $ $

Interest-bearing deposits in banks

5,144 5,144 5,144

Investment securities available for sale

176,762 176,762 176,762

Investment securities held to maturity

13,927 14,121 14,121

Mortgage loans held for sale

5,651 5,651 5,651

Loans, net

1,214,818 1,216,370 1,216,370

Cash surrender value of BOLI

19,667 19,667 19,667

Financial Liabilities

Deposits

$ 1,244,217 $ 1,243,698 $ $ 1,243,698 $

Short-term FHLB advances

39,939 39,939 39,939

Long-term FHLB advances

85,213 84,711 84,711

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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. (the “Company”) and its wholly owned subsidiary, Home Bank, N. A. (the “Bank”), from December 31, 2015 through March 31, 2016 and on its results of operations for the three months ended March 31, 2016 and March 31, 2015. 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, 2015. 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 2016, the Company earned $3.3 million, an increase of $502,000, or 17.6%, compared to the first quarter of 2015. Diluted earnings per share for the first quarter of 2016 were $0.47, an increase of $0.06, or 14.6%, compared to the first quarter of 2015. The three months ended March 31, 2016 included $398,000 of merger-related expenses net of taxes related to the acquisition of Louisiana Bancorp, Inc. (“Louisiana Bancorp”). Excluding merger-related expenses, net income for the first quarter of 2016 increased 31.6% compared to the first quarter of 2015 (see the “Non-GAAP Reconciliation” on page 26). Excluding merger-related expenses, diluted earnings per share for the first quarter of 2016 increased 29.3% compared to the first quarter of 2015.

Key components of the Company’s performance during the three months ended March 31, 2016 include:

Assets totaled $1.5 billion as of March 31, 2016, down $7.8 million, or 0.5%, from December 31, 2015.

Investment securities totaled $192.4 million as of March 31, 2016, an increase of $1.7 million, or 0.9%, from December 31, 2015.

Loans as of March 31, 2016 were $1.2 billion, a decrease of $6.3 million, or 0.5%, from December 31, 2015. Growth in originated loans of 10.0% (on an annualized basis) was offset by declines in acquired loans.

Deposits as of March 31, 2016 were $1.2 billion, a decrease of $518,000, or 0.04%, from December 31, 2015. Core deposits (i.e., checking, savings, and money market accounts) totaled $972.3 million as of March 31, 2016, an increase of $4.9 million, or 0.5%, from December 31, 2015.

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Interest income increased $3.7 million, or 28.1%, in the first quarter of 2016, compared to the first quarter of 2015. Interest income increased primarily due to higher loan volume as a result of the Louisiana Bancorp acquisition in the third quarter of 2015.

Interest expense increased $513,000, or 63.2%, in the first quarter of 2016 compared to the first quarter of 2015. Interest expense increased primarily due to a higher volume of interest-bearing liabilities as a result of the Louisiana Bancorp acquisition.

The provision for loan losses totaled $850,000 for the first quarter of 2016, an increase of $312,000, or 57.9%, compared to the first quarter of 2015. Of the $850,000 in provision for the first quarter of 2016, $461,000 was associated with one energy-related borrower. At March 31, 2016, the Company’s ratio of the allowance for loan losses to total loans was 0.85%, compared to 0.90% at March 31, 2015. Excluding acquired loans, the ratio of the allowance for loan losses to total loans was 1.20% at March 31, 2016, compared to 1.07% at March 31, 2015. The Company recorded virtually no net loan charge-offs during the first quarter of 2016, compared to net loan charge-offs of $26,000 during the first three months of 2015.

Noninterest income for the first quarter of 2016 increased $489,000, or 23.5%, compared to the first quarter of 2015, due primarily to increases in other income and service fees and charges, which were partially offset by a decrease in gains on the sale of mortgage loans.

Noninterest expense for the first quarter of 2016 increased $2.6 million, or 27.0%, compared to the first quarter of 2015. Noninterest expense includes merger-related expenses related to the acquisition of Louisiana Bancorp of $613,000 for the three months ended March 31, 2016. Excluding merger-related expenses, noninterest expense increased $2.0 million, or 20.7%, for the first quarter of 2016 compared to the first quarter of 2015. Excluding merger-related expenses, the increase in noninterest expense in the first quarter of 2016 compared to the first quarter of 2015 relates primarily to the growth of the Company due to the addition of Louisiana Bancorp branches and employees.

The discussion and analysis contains financial information prepared other than in accordance with generally accepted accounting principles (“GAAP”). The Company uses these non-GAAP financial measures in their analysis of the Company’s performance. Management believes that the non-GAAP information provides useful data in understanding the Company’s operations and in comparing the Company’s results of operation to peers. This non-GAAP information should be considered in addition to the Company’s financial information prepared in accordance with GAAP, and is not a substitute for, or superior to, GAAP results. Reconciliation of GAAP to non-GAAP disclosures is included in the table below.

Non-GAAP Reconciliation

For the Three Months Ended

(dollars in thousands)

March 31, 2016 March 31, 2015

Reported noninterest expense

$ 12,341 $ 9,719

Less: Merger-related expenses

613

Non-GAAP noninterest expense

$ 11,728 $ 9,719

Reported net income

$ 3,350 $ 2,848

Add: Merger-related expenses (after tax)

398

Non-GAAP net income

$ 3,748 $ 2,848

Diluted EPS

$ 0.47 $ 0.41

Add: Merger-related expenses

0.06

Non-GAAP diluted EPS

$ 0.53 $ 0.41

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FINANCIAL CONDITION

Loans, Asset Quality and Allowance for Loan Losses

Loans – Loans outstanding as of March 31, 2016 were $1.2 billion, a decrease of $6.3 million, or 0.5%, from December 31, 2015. Growth in originated loans of 10% (on an annualized basis) was offset by declines in acquired loans. Loan decreases during the first quarter of 2016 related primarily to multi-family residential (down $6.4 million), residential mortgages (down $3.0 million) and consumer loans (down $1.5 million). Commercial real estate and home equity loans increased by $2.8 million and $2.0 million, respectively, during the quarter.

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)

2016 2015 Amount Percent

Real estate loans:

One- to four-family first mortgage

$ 388,290 $ 391,266 $ (2,976 ) (0.8 )%

Home equity loans and lines

96,056 94,060 1,996 2.1

Commercial real estate

408,166 405,379 2,787 0.7

Construction and land

117,247 116,775 472 0.4

Multi-family residential

37,427 43,863 (6,436 ) (14.7 )

Total real estate loans

1,047,186 1,051,343 (4,157 ) (0.4 )

Other loans:

Commercial and industrial

124,463 125,108 (645 ) (0.5 )

Consumer

46,410 47,915 (1,505 ) (3.1 )

Total other loans

170,873 173,023 (2,150 ) (1.2 )

Total loans

$ 1,218,059 $ 1,224,366 $ (6,307 ) (0.5 )%

The balance of loans to companies in the energy sector totaled $36.8 million, or 3.0% of outstanding loans, at March 31, 2016. We also had unfunded loan commitments to energy companies amounting to $8.9 million at such date. At March 31, 2016, 91% of the balance of our energy-related loans were performing in accordance with their original loan agreements. Of the remaining 9%, $2.1 million has been restructured and are paying in accordance with the restructured terms. The Company holds no shared national credits.

The following table illustrates the composition of the Company’s energy-related loans at March 31, 2016.

(dollars in thousands)

Total Percent

Real estate loans:

Commercial real estate

$ 16,027 44 %

Construction and land

393 1

Total real estate loans

16,420 45

Commercial and industrial:

Equipment

6,288 17

Marine vessels

6,066 16

Accounts receivable

5,050 14

Unsecured

1,707 5

Other

1,238 3

Total commercial and industrial loans

20,349 55

Total energy-related loans

$ 36,769 100 %

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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 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 their 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. First 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 loans, multi-family residential loans, construction and land loans and commercial and industrial loans are individually evaluated for impairment. First 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 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, 2016 and December 31, 2015, loans individually evaluated for impairment, excluding acquired loans, amounted to $1.3 million and $966,000, respectively. As of March 31, 2016 and December 31, 2015, acquired impaired loans, loans considered to have deteriorated credit quality at the time of acquisition, amounted to $17.4 million and $20.0 million, respectively. As of March 31, 2016 and December 31, 2015, substandard loans, excluding acquired loans, amounted to $7.3 million and $7.7 million, respectively. The amount of the allowance for loan losses allocated to impaired or substandard loans originated by Home Bank totaled $538,000 as of March 31, 2016 and $153,000 as of December 31, 2015. The amount of allowance for loan losses allocated to acquired loans totaled $580,000 and $373,000, respectively, at such dates. There were no assets classified as doubtful or loss as of March 31, 2016 or December 31, 2015.

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.

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A bank’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 nonperforming assets (“NPAs”) and performing troubled debt restructurings as of the dates indicated.

March 31, 2016 December 31, 2015

(dollars in thousands)

Originated Acquired (1) Total Originated Acquired (1) Total

Nonaccrual loans:

Real estate loans:

One- to four-family first mortgage

$ 734 $ 2,578 $ 3,312 $ 928 $ 2,649 $ 3,577

Home equity loans and lines

471 289 760 121 412 533

Commercial real estate

1,638 1,866 3,504 1,671 2,526 4,197

Construction and land

87 81 168 87 121 208

Multi-family residential

763 763

Other loans:

Commercial and industrial

2,304 859 3,163 2,374 610 2,984

Consumer

401 41 442 470 81 551

Total nonaccrual loans

5,635 5,714 11,349 5,651 7,162 12,813

Accruing loans 90 days or more past due

Total nonperforming loans

5,635 5,714 11,349 5,651 7,162 12,813

Foreclosed assets

180 2,199 2,379 116 3,012 3,128

Total nonperforming assets

5,815 7,913 13,728 5,767 10,174 15,941

Performing troubled debt restructurings

783 483 1,266 798 492 1,290

Total nonperforming assets and troubled debt restructurings

$ 6,598 $ 8,396 $ 14,994 $ 6,565 $ 10,666 $ 17,231

Nonperforming loans to total loans

0.93 % 1.05 %

Nonperforming loans to total assets

0.73 % 0.83 %

Nonperforming assets to total assets

0.89 % 1.03 %

(1) Includes $1.5 million and $2.6 million in acquired loans accounted for under ASC 310-30 at March 31, 2016 and December 31, 2015, 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 0.69%, 0.49% and 0.51%, respectively, at March 31, 2016.

The Company recorded virtually no net loan charge-offs during the first quarter of 2016, compared to net loan charge-offs of $26,000 during the first three months of 2015.

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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 5 to the Unaudited Consolidated Financial Statements for additional information concerning our allowance for acquired loans.

Acquired loans were recorded at 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, additional losses after the acquisition date are reflected as a provision to the allowance for loan losses. As of March 31, 2016 and December 31, 2015, $128,000 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 2016.

(dollars in thousands)

Originated Acquired Total

Balance, December 31, 2015

$ 9,174 $ 373 $ 9,547

Provision charged to operations

737 113 850

Loans charged off

(106 ) (106 )

Recoveries on charged off loans

12 94 106

Balance, March 31, 2016

$ 9,817 $ 580 $ 10,397

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At March 31, 2016, the Company’s ratio of allowance for loan losses to total loans was 0.85%, compared to 0.78% and 0.90% at December 31, 2015 and March 31, 2015, respectively. Excluding acquired loans, the ratio of allowance for loan losses to total loans was 1.20% at March 31, 2016, compared to 1.15% and 1.07% at December 31, 2015 and March 31, 2015, respectively.

The allowance for loan losses to loans ratio directly attributable to energy loans totaled 3.08% at March 31, 2016. Over the past 15 months, the Company has increased its overall allowance for loan losses to loans ratio on originated loans from 1.04% at December 31, 2014 to 1.20% at March 31, 2016 due in part to our assessment of the potential direct and indirect impact of low energy prices.

Investment Securities

The Company’s investment securities portfolio totaled $192.4 million as of March 31, 2016, an increase of $1.7 million, or 0.9%, from December 31, 2015. As of March 31, 2016, the Company had a net unrealized gain on its available for sale investment securities portfolio of $2.7 million, compared to $1.3 million as of December 31, 2015. The investment securities portfolio had a modified duration of 3.0 and 3.3 years at March 31, 2016 and December 31, 2015, respectively.

The following table summarizes activity in the Company’s investment securities portfolio during the first three months of 2016.

(dollars in thousands)

Available for Sale Held to Maturity

Balance, December 31, 2015

$ 176,762 $ 13,927

Purchases

7,969

Sales

Principal payments and calls

(7,306 )

Accretion of discounts and amortization of premiums, net

(289 ) (81 )

Increase in market value

1,397

Balance, March 31, 2016

$ 178,533 $ 13,846

Funding Sources

Deposits – Deposits totaled $1.2 billion as of March 31, 2016 and December 31, 2015. Core deposits totaled $972.3 million as of March 31, 2016, an increase of $4.9 million, or 0.5%, compared to December 31, 2015.

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)

2016 2015 Amount Percent

Demand deposit

$ 292,411 $ 296,617 $ (4,206 ) (1.4 )%

Savings

111,265 109,393 1,872 1.7

Money market

275,290 293,637 (18,347 ) (6.2 )

NOW

293,327 267,707 25,620 9.6

Certificates of deposit

271,406 276,863 (5,457 ) (2.0 )

Total deposits

$ 1,243,699 $ 1,244,217 $ (518 ) 0.1 %

Federal Home Loan Bank Advances – Short-term FHLB advances decreased $11.8 million, or 29.5% from $40.0 million as of December 31, 2015 to $28.2 million as of March 31, 2016. Long-term FHLB advances totaled $84.9 million as of March 31, 2016, a decrease of $360,000, or 0.4% compared December 31, 2015.

Shareholders’ Equity – Shareholders’ equity increased $4.1 million, or 2.5%, from $165.0 million as of December 31, 2015 to $169.2 million as of March 31, 2016.

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As of March 31, 2016, the Company and the Bank had regulatory capital that were well in excess of regulatory requirements. The following table details the Company’s actual levels and current regulatory capital requirements as of March 31, 2016.

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

(dollars in thousands)

Amount Ratio Amount Ratio Amount Ratio

Company

Tier 1 risk-based capital

$ 153,864 13.32 % $ 69,333 6.00 % N/A N/A

Total risk-based capital

164,261 14.22 92,444 8.00 N/A N/A

Tier 1 leverage capital

153,864 10.05 46,222 4.00 N/A N/A

Bank

Common equity Tier 1 capital (to risk-weighted assets)

$ 137,219 11.89 % $ 51,951 4.50 % $ 75,040 6.50 %

Tier 1 risk-based capital

137,219 11.89 69,267 6.00 92,357 8.00

Total risk-based capital

147,616 12.79 92,357 8.00 115,446 10.00

Tier 1 leverage capital

137,219 8.97 46,178 4.00 57,723 5.00

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, 2016, cash and cash equivalents totaled $18.0 million. At such date, investment securities available for sale totaled $178.5 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, 2016, certificates of deposit maturing within the next 12 months totaled $136.3 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, 2016, the average balance of outstanding FHLB advances was $126.0 million. As of March 31, 2016, the Company had $113.0 million in total outstanding FHLB advances and had $489.6 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. 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.

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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, 2016.

Shift in Interest Rates (in bps)

% Change in Projected
Net Interest Income

+300

0.9 %

+200

0.9

+100

0.6

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 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, 2016 and December 31, 2015.

Contract Amount
March 31, December 31,

(dollars in thousands)

2016 2015

Standby letters of credit

$ 4,711 $ 3,764

Available portion of lines of credit

144,446 127,393

Undisbursed portion of loans in process

64,027 73,699

Commitments to originate loans

91,272 89,653

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.

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RESULTS OF OPERATIONS

During the first quarter of 2016, the Company earned $3.4 million, an increase of $502,000, or 17.6%, compared to the first quarter of 2015. The first quarter of 2016 included $613,000 of pre-tax merger-related expenses related to the acquisition of Louisiana Bancorp. Excluding merger-related expenses, net income for the first quarter of 2016 increased 31.6% compared to the first quarter of 2015. Diluted earnings per share for the first quarter of 2016 were $0.47, an increase of 14.6% compared to the first quarter of 2015. Excluding merger-related expenses, diluted earnings per share for the first quarter of 2016 increased 29.3% compared to the first quarter of 2015.

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 4.28% and 4.40% for the three months ended March 31, 2016 and March 31, 2015, respectively. The Company’s tax-equivalent net interest margin, which is net interest income as a percentage of average interest-earning assets, was 4.40% and 4.51% for the three months ended March 31, 2016 and March 31, 2015, respectively. The decrease in the net interest spread and net interest margin related primarily to a decrease in the average yield on loans.

Net interest income totaled $15.7 million for the three months ended March 31, 2016, an increase of $3.2 million, or 25.9%, compared to the three months ended March 31, 2015. Interest income increased $3.7 million, or 28.1%, in the first quarter of 2016, compared to the first quarter of 2015. Interest expense increased $513,000, or 63.2%, in the first quarter of 2016 compared to the first quarter of 2015. The increases were the result of increased average volume of loans and deposits from the Louisiana Bancorp acquisition in the third quarter of 2015.

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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,
2016 2015
Average Average
Average Yield/ Average Yield/

(dollars in thousands)

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

Interest-earning assets:

Loans receivable (1)

$ 1,225,577 $ 16,018 5.20 % $ 919,109 $ 12,361 5.40 %

Investment securities

Taxable

153,336 798 2.08 148,820 736 1.98

Tax-exempt (TE)

35,213 173 3.02 35,511 174 3.02

Total investment securities

188,549 971 2.26 184,331 910 2.18

Other interest-earning assets

15,949 59 1.50 15,044 34 0.91

Total interest-earning assets (TE)

1,430,075 17,048 4.77 1,118,484 13,305 4.81

Noninterest-earning assets

114,835 107,736

Total assets

$ 1,544,910 $ 1,226,220

Interest-bearing liabilities:

Deposits:

Savings, checking and money market

$ 678,682 $ 400 0.24 % $ 523,535 $ 291 0.23 %

Certificates of deposit

273,757 532 0.78 219,066 394 0.73

Total interest-bearing deposits

952,439 932 0.39 742,601 685 0.37

Short-term FHLB advances

41,005 43 0.42 16,576 6 0.15

Long term FHLB advances

84,986 351 1.65 18,865 103 2.19

Securities sold under repurchase agreement

20,295 19 0.37

Total interest-bearing liabilities

1,078,430 1,326 0.49 798,337 813 0.41

Noninterest-bearing liabilities

298,441 271,822

Total liabilities

1,376,871 1,070,159

Shareholders’ equity

168,039 156,061

Total liabilities and shareholders’ equity

$ 1,544,910 $ 1,226,220

Net interest-earning assets

$ 351,645 $ 320,147

Net interest spread (TE)

$ 15,722 4.28 % $ 12,492 4.40 %

Net interest margin (TE)

4.40 % 4.51 %

(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,
2016 Compared to 2015
Change Attributable To
Total
Increase

(dollars in thousands)

Rate Volume (Decrease)

Interest income:

Loans receivable

$ (290 ) $ 3,947 $ 3,657

Investment securities (TE)

40 21 61

Other interest-earning assets

23 3 25

Total interest income

(227 ) 3,971 3,743

Interest expense:

Savings, checking and money market accounts

19 90 109

Certificates of deposit

34 105 138

FHLB advances

(50 ) 335 285

Securities sold under repurchase agreement

(19 ) (19 )

Total interest expense

3 511 513

Increase (decrease) in net interest income

$ (230 ) $ 3,460 $ 3,230

Provision for Loan Losses – For the quarter ended March 31, 2016, the Company recorded a provision for loan losses of $850,000, which was 57.8% higher than the $538,000 recorded for the same period in 2015. Of the $850,000 in provision for the first quarter of 2016, $461,000 was associated with one energy-related borrower. Net loan charge-offs amounted to $300 during the quarter ended March 31, 2016.

As of March 31, 2016, the Company’s ratio of allowance for loan losses to total loans was 0.85%, compared to 0.78% and 0.90% at December 31, 2015 and March 31, 2015, respectively. Excluding acquired loans, the ratio of allowance for loan losses to total loans was 1.20% at March 31, 2016, compared to 1.15% and 1.07% at December 31, 2015 and March 31, 2015, respectively. The ratio of non-performing loans to total assets was 0.73% at March 31, 2016, compared to 0.83% at December 31, 2015.

Noninterest Income – Noninterest income was $2.6 million for the three months ended March 31, 2016, $489,000, or 23.5%, higher than the $2.1 million earned for the same period in 2015. The increase in noninterest income in the first quarter of 2016 compared to the first quarter of 2015 resulted primarily from increases in other non-interest income (up $393,000 primarily from recoveries on acquired loans previously charged-off) and service fees and charges (up $144,000 due primarily to the Louisiana Bancorp acquisition and increased customer transactions), which were partially offset by a decrease in gains on the sale of mortgage loans (down $72,000).

Noninterest Expense – Noninterest expense was $12.3 million for the three months ended March 31, 2016, $2.6 million, or 27.0%, higher than the $9.7 million recorded for the same period in 2015. Noninterest expense includes merger-related expenses due to the acquisition of Louisiana Bancorp of $613,000 for the three months ended March 31, 2016. Excluding merger-related expenses, the increase in noninterest expense in the first quarter of 2016 compared to the first quarter of 2015 relates primarily to the growth of the Company due to the addition of Louisiana Bancorp branches and employees.

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Income Taxes – For the quarters ended March 31, 2016 and March 31, 2015, the Company incurred income tax expense of $1.7 million and $1.5 million, respectively. The Company’s effective tax rate was 34.3% and 34.0% during the first quarters of 2016 and 2015, respectively. 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, merger-related expenses, 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, 2015, 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, 2016 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 2016 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, 2015 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, 2016

250 $ 25.65 250 16,321

February 1 – February 29, 2016

750 25.75 750 15,571

March 1 – March 31, 2016

250 26.90 250 15,321

Total

1,250 $ 25.96 1,250 15,321

(1) On June 7, 2013, the Company announced the commencement of a 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 Disclosures .

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, 2016 By:

/s/John W. Bordelon

John W. Bordelon
President, Chief Executive Officer and Director
May 9, 2016 By:

/s/Joseph B. Zanco

Joseph B. Zanco
Executive Vice President and Chief Financial Officer

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