HBCP 10-Q Quarterly Report June 30, 2016 | Alphaminr

HBCP 10-Q Quarter ended June 30, 2016

HOME BANCORP, INC.
10-Ks and 10-Qs
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
PROXIES
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
10-Q 1 d212113d10q.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: June 30, 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

Incorporation or Organization)

(I.R.S. Employer

Identification Number)

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

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

Not Applicable

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

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

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

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

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

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

At August 1, 2016, the registrant had 7,320,691 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 39

Item 4.

Controls and Procedures 39
PART II

Item 1.

Legal Proceedings 39

Item 1A.

Risk Factors 39

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds 40

Item 3.

Defaults Upon Senior Securities 40

Item 4.

Mine Safety Disclosures 40

Item 5.

Other Information 40

Item 6.

Exhibits 40

SIGNATURES

41


Table of Contents

HOME BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited) (Audited)
June 30, December 31,
2016 2015

Assets

Cash and cash equivalents

$ 26,853,272 $ 24,797,599

Interest-bearing deposits in banks

2,430,585 5,143,585

Investment securities available for sale, at fair value

174,949,772 176,762,200

Investment securities held to maturity (fair values of $13,910,101 and $14,120,842, respectively)

13,530,264 13,926,861

Mortgage loans held for sale

11,616,730 5,651,250

Loans, net of unearned income

1,218,330,307 1,224,365,916

Allowance for loan losses

(11,446,976 ) (9,547,487 )

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

1,206,883,331 1,214,818,429

Office properties and equipment, net

39,422,603 40,815,744

Cash surrender value of bank-owned life insurance

19,867,467 19,666,900

Accrued interest receivable and other assets

49,494,863 50,329,032

Total Assets

$ 1,545,048,887 $ 1,551,911,600

Liabilities

Deposits:

Noninterest-bearing

$ 289,309,593 $ 296,616,693

Interest-bearing

935,694,192 947,599,823

Total deposits

1,225,003,785 1,244,216,516

Short-term Federal Home Loan Bank (FHLB) advances

52,587,224 39,939,375

Long-term Federal Home Loan Bank (FHLB) advances

82,491,783 85,213,222

Accrued interest payable and other liabilities

11,398,668 17,496,133

Total Liabilities

1,371,481,460 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; 7,306,728 and 7,239,821 shares issued and outstanding, respectively

73,068 72,399

Additional paid-in capital

78,346,879 76,948,914

Unallocated common stock held by:

Employee Stock Ownership Plan (ESOP)

(4,374,130 ) (4,552,670 )

Recognition and Retention Plan (RRP)

(148,911 ) (158,590 )

Retained earnings

97,659,115 91,864,543

Accumulated other comprehensive income

2,011,406 871,758

Total Shareholders’ Equity

173,567,427 165,046,354

Total Liabilities and Shareholders’ Equity

$ 1,545,048,887 $ 1,551,911,600

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

1


Table of Contents

HOME BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

For the Three Months Ended
June, 30
For the Six Months Ended
June, 30
2016 2015 2016 2015

Interest Income

Loans, including fees

$ 15,852,931 $ 12,620,586 $ 31,871,027 $ 24,981,549

Investment securities:

Taxable interest

775,042 721,206 1,573,395 1,456,843

Tax-exempt interest

170,794 180,909 343,525 355,393

Other investments and deposits

67,207 65,319 126,589 99,071

Total interest income

16,865,974 13,588,020 33,914,536 26,892,856

Interest Expense

Deposits

919,152 700,657 1,851,004 1,385,636

Securities sold under repurchase agreement

18,634 37,063

Short-term FHLB advances

45,985 63 89,583 6,133

Long-term FHLB advances

348,200 103,825 698,829 207,060

Total interest expense

1,313,337 823,179 2,639,416 1,635,892

Net interest income

15,552,637 12,764,841 31,275,120 25,256,964

Provision for loan losses

1,050,000 294,138 1,900,000 832,625

Net interest income after provision for loan losses

14,502,637 12,470,703 29,375,120 24,424,339

Noninterest Income

Service fees and charges

1,001,856 954,545 2,038,266 1,846,664

Bank card fees

676,305 637,688 1,277,506 1,203,272

Gain on sale of loans, net

486,866 267,839 787,539 641,012

Income from bank-owned life insurance

119,967 124,108 240,679 256,467

Gain (loss) on sale of properties and equipment, net

640,573 (133,614 ) 640,580 (133,614 )

Other income

521,946 188,255 1,030,221 303,703

Total noninterest income

3,447,513 2,038,821 6,014,791 4,117,504

Noninterest Expense

Compensation and benefits

6,920,908 6,062,625 14,121,944 11,823,412

Occupancy

1,322,342 1,166,929 2,631,939 2,338,210

Marketing and advertising

198,351 112,654 456,015 222,982

Data processing and communication

1,147,318 915,140 2,691,033 1,858,472

Professional services

259,344 475,235 553,551 713,409

Forms, printing and supplies

173,165 133,028 350,457 277,838

Franchise and shares tax

219,773 147,272 439,546 294,544

Regulatory fees

329,024 296,942 651,715 577,409

Foreclosed assets, net

307,425 259,788 425,802 495,570

Other expenses

977,858 658,715 1,874,695 1,345,568

Total noninterest expense

11,855,508 10,228,328 24,196,697 19,947,414

Income before income tax expense

6,094,642 4,281,196 11,193,214 8,594,429

Income tax expense

2,078,148 1,441,359 3,827,041 2,906,828

Net Income

$ 4,016,494 $ 2,839,837 $ 7,366,173 $ 5,687,601

Earnings per share:

Basic

$ 0.59 $ 0.42 $ 1.08 $ 0.85

Diluted

$ 0.57 $ 0.41 $ 1.04 $ 0.82

Cash dividends declared per common share

$ 0.10 $ 0.07 $ 0.19 $ 0.14

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

2


Table of Contents

HOME BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

For the Three Months Ended
June, 30
For the Six Months Ended
June, 30
2016 2015 2016 2015

Net Income

$ 4,016,494 $ 2,839,837 $ 7,366,173 $ 5,687,601

Other Comprehensive Income

Unrealized gain (loss) on investment securities

$ 356,059 $ (902,402 ) $ 1,753,305 $ (285,933 )

Tax effect

(124,621 ) 315,841 (613,657 ) 100,077

Other comprehensive income, net of taxes

$ 231,438 $ (586,561 ) $ 1,139,648 $ (185,856 )

Comprehensive Income

$ 4,247,932 $ 2,253,276 $ 8,505,821 $ 5,501,745

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

3


Table of Contents

HOME BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

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

5,687,601 5,687,601

Other comprehensive income

(185,856 ) (185,856 )

Purchase of Company’s common shares at cost, 49,200 shares

(2,909,083 ) (2,909,083 )

Reclassification of treasury stock per Louisiana law

(20,187 ) (20,166,773 ) 31,481,974 (11,295,014 )

Cash dividends declared, $0.14 per share

(1,004,736 ) (1,004,736 )

Exercise of stock options

2,280 2,621,783 2,624,063

Restricted stock vesting

(969 ) 1,194 225

ESOP shares released for allocation

287,531 178,540 466,071

Share-based compensation cost

80,273 80,273

Balance, June 30, 2015

$ 72,181 $ 76,153,953 $ $ (4,731,210 ) $ (201,396 ) $ 86,489,766 $ 1,119,020 $ 158,902,314

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

7,366,173 7,366,173

Other comprehensive income

1,139,648 1,139,648

Purchase of Company’s common shares at cost, 10,500 shares

(110 ) (110,050 ) (193,927 ) (304,087 )

Cash dividends declared, $0.19 per share

(1,377,674 ) (1,377,674 )

Exercise of stock options

735 969,856 970,591

ESOP shares released for allocation

381,974 178,540 560,514

Restricted stock vesting

44 315 9,679 10,038

Share-based compensation cost

155,870 155,870

Balance, June 30, 2016

$ 73,068 $ 78,346,879 $ $ (4,374,130 ) $ (148,911 ) $ 97,659,115 $ 2,011,406 $ 173,567,427

(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.

4


Table of Contents

HOME BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

For the Six Months Ended

June 30,

2016 2015

Cash flows from operating activities:

Net income

$ 7,366,173 $ 5,687,601

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

Provision for loan losses

1,900,000 832,625

Depreciation

891,134 901,831

Amortization of purchase accounting valuations and intangibles

1,556,694 2,144,471

Net amortization of mortgage servicing asset

127,038 62,540

Federal Home Loan Bank stock dividends

(41,200 ) (5,900 )

Net amortization of premium on investments

757,273 744,039

Gain on loans sold, net

(787,539 ) (641,012 )

Proceeds, including principal payments, from loans held for sale

73,726,398 62,085,277

Originations of loans held for sale

(78,904,339 ) (63,623,563 )

Non-cash compensation

629,870 475,107

Deferred income tax provision (benefit)

572,122 (471,026 )

(Increase) decrease in interest receivable and other assets

(2,228,055 ) 622,992

Increase in cash surrender value of bank-owned life insurance

(200,567 ) (256,467 )

(Decrease) increase in accrued interest payable and other liabilities

(5,993,750 ) 139,428

Net cash (used in) provided by operating activities

(628,748 ) 8,697,943

Cash flows from investing activities:

Purchases of securities available for sale

(13,339,070 ) (18,713,313 )

Purchases of securities held to maturity

(2,927,988 )

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

16,309,127 14,549,353

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

235,000

Net change in loans

5,428,115 (11,476,848 )

Reimbursement from FDIC for covered assets

363,406

Decrease in interest bearing deposits in other banks

2,713,000

Proceeds from sale of repossessed assets

146,760 1,592,531

Purchases of office properties and equipment

(2,603,508 ) (398,008 )

Proceeds from sale of properties and equipment

3,746,095 704,276

Purchases of Federal Home Loan Bank stock

(793,300 )

Proceeds from redemption of Federal Home Loan Bank stock

1,970,200

Net cash provided by (used in) investing activities

12,635,519 (15,129,691 )

Cash flows from financing activities:

(Decrease) increase in deposits

(19,153,324 ) 37,371,361

Borrowings on Federal Home Loan Bank advances

(1,942,377,387 ) (1,077,800,000 )

Repayments of Federal Home Loan Bank advances

1,952,400,000 1,049,300,000

Purchase of Company’s common stock

(304,085 ) (2,909,083 )

Proceeds from exercise of stock options

861,372 2,624,062

Payment of dividends on common stock

(1,377,674 ) (1,004,737 )

Net cash (used in) provided by financing activities

(9,951,098 ) 7,581,603

Net change in cash and cash equivalents

2,055,673 1,149,855

Cash and cash equivalents at beginning of year

24,797,599 29,077,907

Cash and cash equivalents at end of period

$ 26,853,272 $ 30,227,762

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

5


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 and six-month periods ended June 30, 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.

6


Table of Contents

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.

In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments”. The ASU requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts and requires enhanced disclosures related to the significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. In addition, ASU 2016-13 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. This ASU is effective for fiscal years beginning after December 15, 2019. We are 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 June 30, 2016 and December 31, 2015 is as follows.

(dollars in thousands)

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

June 30, 2016

Available for sale:

U.S. agency mortgage-backed

$ 132,816 $ 2,300 $ 2 $ 73 $ 135,041

Non-U.S. agency mortgage-backed

5,600 29 4 52 5,573

Municipal bonds

21,436 660 22,096

U.S. government agency

12,003 237 12,240

Total available for sale

$ 171,855 $ 3,226 $ 6 $ 125 $ 174,950

Held to maturity:

Municipal bonds

$ 13,530 $ 380 $ $ $ 13,910

(dollars in thousands)

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

December 31, 2015

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

7


Table of Contents

The estimated fair value and amortized cost by contractual maturity of the Company’s investment securities as of June 30, 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

$ 8 $ 5,400 $ 36,290 $ 93,343 $ 135,041

Non-U.S. agency mortgage-backed

5,573 5,573

Municipal bonds

1,970 9,074 10,222 830 22,096

U.S. government agency

8,140 4,100 12,240

Total available for sale

$ 1,978 $ 22,614 $ 46,512 $ 103,846 $ 174,950

Securities held to maturity:

Municipal bonds

$ $ 2,564 $ 7,859 $ 3,487 $ 13,910

Total investment securities

$ 1,978 $ 25,178 $ 54,371 $ 107,333 $ 188,860

(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

$ 8 $ 5,314 $ 35,737 $ 91,757 $ 132,816

Non-U.S. agency mortgage-backed

5,600 5,600

Municipal bonds

1,958 8,798 9,917 763 21,436

U.S. government agency

7,990 4,013 12,003

Total available for sale

$ 1,966 $ 22,102 $ 45,654 $ 102,133 $ 171,855

Securities held to maturity:

Municipal bonds

$ $ 2,525 $ 7,594 $ 3,411 $ 13,530

Total investment securities

$ 1,966 $ 24,627 $ 53,248 $ 105,544 $ 185,385

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 June 30, 2016, 18 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, 11 of the 18 securities had been in a continuous loss position for over 12 months. The 18 securities had an aggregate amortized cost basis of $16.4 million and unrealized loss of $132,000 at June 30, 2016. Management has the intent and ability to hold these debt securities until maturity, or until anticipated recovery; hence, no declines in these 11 securities were deemed to be other-than-temporary at June 30, 2016.

8


Table of Contents

As of June 30, 2016 and December 31, 2015, the Company had $89,115,000 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

June 30,

Six Months Ended
June 30,

(in thousands, except per share data)

2016 2015 2016 2015

Numerator:

Net income available to common shareholders

$ 4,016 $ 2,840 $ 7,366 $ 5,688

Denominator:

Weighted average common shares outstanding

6,816 6,695 6,800 6,664

Effect of dilutive securities:

Restricted stock

4 4 4 4

Stock options

268 275 266 300

Weighted average common shares outstanding – assuming dilution

7,088 6,974 7,070 6,968

Basic earnings per common share

$ 0.59 $ 0.42 $ 1.08 $ 0.85

Diluted earnings per common share

$ 0.57 $ 0.41 $ 1.04 $ 0.82

Options on 33,180 and 55,773 shares of common stock were not included in the computation of diluted earnings per share for the three months ended June 30, 2016 and June 30, 2015, respectively, because the effect of these shares was anti-dilutive. Options on 51,138 and 32,636 shares of common stock were not included in the computation of diluted earnings per share for the six months ended June 30, 2016 and June 30, 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

9


Table of Contents

(“acquired performing”) and those with evidence of credit deterioration (“acquired impaired”), and then further segregated into loan pools designed to facilitate the estimation of expected cash flows. The fair value estimate for each pool of acquired performing and acquired impaired loans was based on the estimate of expected cash flows, both principal and interest, from that pool, discounted at prevailing market interest rates.

The difference between the fair value of an acquired performing loan pool and the contractual amounts due at the acquisition date (the “fair value discount”) is accreted into income over the estimated life of the pool. Management estimates an allowance for loan losses for acquired performing loans using a methodology similar to that used for originated loans. The allowance determined for each loan pool is compared to the remaining fair value discount for that pool. If the allowance amount calculated under the Company’s methodology is greater than the Company’s remaining discount, the additional amount called for is added to the reported allowance through a provision for loan losses. If the allowance amount calculated under the Company’s methodology is less than the Company’s recorded discount, no additional allowance or provision is recognized. Actual losses first reduce any remaining 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 June 30, 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

$ 1,445 $ 35 $ 100 $ 1,580

Home equity loans and lines

649 74 723

Commercial real estate

3,672 124 3,796

Construction and land

1,465 74 1,539

Multi-family residential

194 194

Commercial and industrial

2,493 442 123 3,058

Consumer

557 557

Total allowance for loan losses

$ 10,475 $ 601 $ 371 $ 11,447

10


Table of Contents
As of June 30, 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

$ 183,891 $ 77 $ 188,117 $ 372,085

Home equity loans and lines

46,799 48,529 95,328

Commercial real estate

301,702 624 111,999 414,325

Construction and land

121,464 2,996 124,460

Multi-family residential

16,389 21,595 37,984

Commercial and industrial

119,058 1,139 9,148 129,345

Consumer

43,075 1,728 44,803

Total loans

$ 832,378 $ 1,840 $ 384,112 $ 1,218,330

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

$ 180,454 $ 78 $ 205,386 $ 385,918

Home equity loans and lines

40,251 53,809 94,060

Commercial real estate

285,856 181 119,342 405,379

Construction and land

114,355 7,768 122,123

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) $16.4 million and $20.0 million in acquired loans were accounted for under ASC 310-30 at June 30, 2016 and December 31, 2015, respectively.

11


Table of Contents

A summary of activity in the allowance for loan losses during the six months ended June 30, 2016 and June 30, 2015 follows.

For the Six Months Ended June 30, 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 $ $ $ 108 $ 1,480

Home equity loans and lines

536 (9 ) 1 121 649

Commercial real estate

3,152 1 643 3,796

Construction and land

1,360 52 53 1,465

Multi-family residential

173 21 194

Commercial and industrial

2,010 (78 ) 28 975 2,935

Consumer

571 (99 ) 10 75 557

Total allowance for loan losses

$ 9,174 $ (186 ) $ 92 $ 1,996 $ 11,076

Acquired loans:

Allowance for loan losses:

One- to four-family first mortgage

$ 92 $ $ $ 8 $ 100

Home equity loans and lines

224 (150 ) 74

Commercial real estate

Construction and land

57 17 74

Multi-family residential

Commercial and industrial

94 29 123

Consumer

Total allowance for loan losses

$ 373 $ $ 94 $ (96 ) $ 371

Total loans:

Allowance for loan losses:

One- to four-family first mortgage

$ 1,464 $ $ $ 116 $ 1,580

Home equity loans and lines

760 (9 ) 1 (29 ) 723

Commercial real estate

3,152 1 643 3,796

Construction and land

1,417 52 70 1,539

Multi-family residential

173 21 194

Commercial and industrial

2,010 (78 ) 122 1,004 3,058

Consumer

571 (99 ) 10 75 557

Total allowance for loan losses

$ 9,547 $ (186 ) $ 186 $ 1,900 $ 11,447

For the Six Months Ended June 30, 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 $ $ 30 $ 43 $ 1,209

Home equity loans and lines

442 (14 ) 4 45 477

Commercial real estate

2,922 63 2,985

Construction and land

968 103 1,071

Multi-family residential

192 28 220

Commercial and industrial

1,161 (64 ) 72 385 1,554

Consumer

521 (46 ) 81 556

Total allowance for loan losses

$ 7,342 $ (124 ) $ 106 $ 748 $ 8,072

12


Table of Contents
For the Six Months Ended June 30, 2015

(dollars in thousands)

Beginning
Balance
Charge-offs Recoveries Provision Ending
Balance

Acquired loans:

Allowance for loan losses:

One- to four-family first mortgage

$ 174 $ $ $ (39 ) $ 135

Home equity loans and lines

111 89 200

Commercial real estate

Construction and land

133 (109 ) 35 59

Multi-family residential

Commercial and industrial

Consumer

Total allowance for loan losses

$ 418 $ (109 ) $ $ 85 $ 394

Total loans:

Allowance for loan losses:

One- to four-family first mortgage

$ 1,310 $ $ 30 $ 4 $ 1,344

Home equity loans and lines

553 (14 ) 4 134 677

Commercial real estate

2,922 63 2,985

Construction and land

1,101 (109 ) 138 1,130

Multi-family residential

192 28 220

Commercial and industrial

1,161 (64 ) 72 385 1,554

Consumer

521 (46 ) 81 556

Total allowance for loan losses

$ 7,760 $ (233 ) $ 106 $ 833 $ 8,466

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

June 30, 2016

(dollars in thousands)

Pass Special
Mention
Substandard Doubtful Total

Originated loans:

One- to four-family first mortgage

$ 182,115 $ 330 $ 1,523 $ $ 183,968

Home equity loans and lines

45,486 356 957 46,799

Commercial real estate

289,715 7,310 5,301 302,326

Construction and land

120,767 30 667 121,464

Multi-family residential

16,389 16,389

Commercial and industrial

104,034 7,783 8,380 120,197

Consumer

42,556 141 378 43,075

Total originated loans

$ 801,062 $ 15,950 $ 17,206 $ $ 834,218

Acquired loans:

One- to four-family first mortgage

$ 183,842 $ 560 $ 3,715 $ $ 188,117

Home equity loans and lines

48,380 45 104 48,529

Commercial real estate

105,973 4,259 1,767 111,999

Construction and land

2,155 841 2,996

Multi-family residential

20,665 7 923 21,595

Commercial and industrial

5,601 3,547 9,148

Consumer

1,667 30 31 1,728

Total acquired loans

$ 368,283 $ 4,901 $ 10,928 $ $ 384,112

Total:

One- to four-family first mortgage

$ 365,957 $ 890 $ 5,238 $ $ 372,085

Home equity loans and lines

93,866 401 1,061 95,328

Commercial real estate

395,688 11,569 7,068 414,325

Construction and land

122,922 30 1,508 124,460

Multi-family residential

37,054 7 923 37,984

Commercial and industrial

109,635 7,783 11,927 129,345

Consumer

44,223 171 409 44,803

Total loans

$ 1,169,345 $ 20,851 $ 28,134 $ $ 1,218,330

13


Table of Contents
December 31, 2015

(dollars in thousands)

Pass Special
Mention
Substandard Doubtful Total

Originated loans:

One- to four-family first mortgage

$ 178,515 $ 439 $ 1,578 $ $ 180,532

Home equity loans and lines

39,736 394 121 40,251

Commercial real estate

282,963 988 2,086 286,037

Construction and land

113,249 1,106 114,355

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

$ 379,481 $ 1,230 $ 5,207 $ $ 385,918

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

117,822 1,819 2,482 122,123

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.

14


Table of Contents

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

June 30, 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

$ 1,910 $ $ 548 $ 2,458 $ 181,510 $ 183,968

Home equity loans and lines

217 74 123 414 46,385 46,799

Commercial real estate

793 793 301,533 302,326

Construction and land

251 86 337 121,127 121,464

Multi-family residential

16,389 16,389

Total real estate loans

2,920 325 757 4,002 666,944 670,946

Other loans:

Commercial and industrial

151 33 1,314 1,498 118,699 120,197

Consumer

495 59 185 739 42,336 43,075

Total other loans

646 92 1,499 2,237 161,035 163,272

Total originated loans

$ 3,566 $ 417 $ 2,256 $ 6,239 $ 827,979 $ 834,218

Acquired loans:

Real estate loans:

One- to four-family first mortgage

$ 3,611 $ 730 $ 2,209 $ 6,550 $ 181,567 $ 188,117

Home equity loans and lines

90 109 45 244 48,285 48,529

Commercial real estate

41 689 730 111,269 111,999

Construction and land

3 34 37 2,959 2,996

Multi-family residential

21,595 21,595

Total real estate loans

3,745 839 2,977 7,561 365,675 373,236

Other loans:

Commercial and industrial

6 6 9,142 9,148

Consumer

17 11 28 1,700 1,728

Total other loans

23 11 34 10,842 10,876

Total acquired loans

$ 3,768 $ 839 $ 2,988 $ 7,595 $ 376,517 $ 384,112

Total loans:

Real estate loans:

One- to four-family first mortgage

$ 5,521 $ 730 $ 2,757 $ 9,008 $ 363,077 $ 372,085

Home equity loans and lines

307 183 168 658 94,670 95,328

Commercial real estate

834 689 1,523 412,802 414,325

Construction and land

3 251 120 374 124,086 124,460

Multi-family residential

37,984 37,984

Total real estate loans

6,665 1,164 3,734 11,563 1,032,619 1,044,182

Other loans:

Commercial and industrial

157 33 1,314 1,504 127,841 129,345

Consumer

512 59 196 767 44,036 44,803

Total other loans

669 92 1,510 2,271 171,877 174,148

Total loans

$ 7,334 $ 1,256 $ 5,244 $ 13,834 $ 1,204,496 $ 1,218,330

15


Table of Contents
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 $ 177,033 $ 180,532

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 87 204 114,151 114,355

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 $ 376,976 $ 385,918

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 7 135 851 121,272 122,123

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 June 30, 2016 and December 31, 2015, the Company did not have any loans greater than 90 days past due and accruing.

16


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 June 30, 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

$ 77 $ 81 $ 35 $ 81 $ 3

Home equity loans and lines

Commercial real estate

624 650 124 252 12

Construction and land

Multi-family residential

Commercial and industrial

1,139 1,170 442 965 32

Consumer

Total

$ 1,840 $ 1,901 $ 601 $ 1,298 $ 47

Total impaired Originated Loans:

One- to four-family first mortgage

$ 77 $ 81 $ 35 $ 81 $ 3

Home equity loans and lines

Commercial real estate

624 650 124 252 12

Construction and land

Multi-family residential

Commercial and industrial

1,139 1,170 442 965 32

Consumer

Total

$ 1,840 $ 1,901 $ 601 $ 1,298 $ 47

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

17


Table of Contents
As of Period Ended December 31, 2015

(dollars in thousands)

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

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.

June 30, 2016 December 31, 2015

(dollars in thousands)

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

Nonaccrual loans:

One- to four-family first mortgage

$ 886 $ 1,001 $ 1,887 $ 928 $ 530 $ 1,458

Home equity loans and lines

956 36 992 121 139 260

Commercial real estate

4,635 419 5,054 1,671 1,013 2,684

Construction and land

87 66 153 86 69 155

Multi-family residential

763 763

Commercial and industrial

8,273 327 8,600 2,374 84 2,458

Consumer

378 11 389 471 6 477

Total

$ 15,215 $ 1,860 $ 17,075 $ 5,651 $ 2,604 $ 8,255

(1) Table excludes acquired loans which were being accounted for under ASC 310-30 because they continue to earn interest from accretable yield regardless of their status as past due or otherwise not in compliance with their contractual terms. Acquired loans with deteriorated credit quality, which were being accounting for under ASC 310-30 and which were 90 days or more past due totaled $2.1 million and $4.0 million as of June 30, 2016 and December 31, 2015, respectively.

As of June 30, 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,

18


Table of Contents
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 June 30, 2016

(dollars in thousands)

Current Past Due
Greater Than
30 Days and
Accruing
Nonaccrual
TDRs
Total
TDRs

Originated loans:

Real estate loans:

One- to four-family first mortgage

$ 279 $ $ 319 $ 598

Home equity loans and lines

356 836 1,192

Commercial real estate

104 1,771 1,875

Construction and land

249 87 336

Multi-family residential

Total real estate loans

988 3,013 4,001

Other loans:

Commercial and industrial

3,377 3,377

Consumer

193 193

Total other loans

3,570 3,570

Total originated loans

$ 988 $ $ 6,583 $ 7,571

Acquired loans:

Real estate loans:

One- to four-family first mortgage

$ 314 $ 87 $ 219 $ 620

Home equity loans and lines

Commercial real estate

1,163 1,163

Construction and land

67 67

Multi-family residential

Total real estate loans

1,477 87 286 1,850

Other loans:

Commercial and industrial

1,910 327 2,237

Consumer

Total other loans

1,910 327 2,237

Total acquired loans

$ 3,387 $ 87 $ 613 $ 4,087

19


Table of Contents
As of June 30, 2016

(dollars in thousands)

Current Past Due
Greater Than
30 Days and
Accruing
Nonaccrual
TDRs
Total
TDRs

Total loans:

Real estate loans:

One- to four-family first mortgage

$ 593 $ 87 $ 538 $ 1,218

Home equity loans and lines

356 836 1,192

Commercial real estate

1,267 1,771 3,038

Construction and land

249 154 403

Multi-family residential

Total real estate loans

2,465 87 3,299 5,851

Other loans:

Commercial and industrial

1,910 3,704 5,614

Consumer

193 193

Total other loans

1,910 3,897 5,807

Total loans

$ 4,375 $ 87 $ 7,196 $ 11,658

As of December 31, 2015

(dollars in thousands)

Current Past Due
Greater Than
30 Days and
Accruing
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 $ 88 $ $ 507

Home equity loans and lines

Commercial real estate

316 876 1,192

Construction and land

52 52

Multi-family residential

Total real estate loans

735 1,016 1,751

Other loans:

Commercial and industrial

Consumer

Total other loans

Total acquired loans

$ 735 $ 1,016 $ $ 1,751

Total loans:

Real estate loans:

One- to four-family first mortgage

$ 700 $ 88 $ 38 $ 826

Home equity loans and lines

383 3 386

Commercial real estate

423 876 1,069 2,368

Construction and land

52 87 139

Multi-family residential

20


Table of Contents
As of December 31, 2015

(dollars in thousands)

Current Past Due
Greater Than
30 Days and
Accruing
Nonaccrual
TDRs
Total
TDRs

Total real estate loans

1,506 1,016 1,197 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

$ 1,533 $ 1,016 $ 3,713 $ 6,262

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 $5.6 million during the second 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

21


Table of Contents

that are deemed to have been trading in illiquid or inactive markets may require the use of significant unobservable inputs. For example, management may use quoted prices for similar investment securities in the absence of a liquid and active market for the investment securities being valued. As of June 30, 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 measured for fair value on a recurring basis as of June 30, 2016 and December 31, 2015.

Fair Value Measurements Using

(dollars in thousands)

June 30, 2016 Level 1 Level 2 Level 3

Available for sale securities:

U.S. agency mortgage-backed

$ 135,041 $ $ 135,041 $

Non-U.S. agency mortgage-backed

5,573 5,573

Municipal bonds

22,096 22,096

U.S. government agency

12,240 12,240

Total

$ 174,950 $ $ 174,950 $

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.

22


Table of Contents

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)

June 30, 2016 Level 1 Level 2 Level 3

Repossessed assets

$ 2,286 $ $ $ 2,286

Impaired loans

1,239 1,239

Total

$ 3,525 $ $ $ 3,525

Fair Value Measurements Using

(dollars in thousands)

December 31,
2015
Level 1 Level 2 Level 3

Repossessed assets

$ 3,128 $ $ $ 3,128

Impaired loans

813 813

Total

$ 3,941 $ $ $ 3,941

The following table shows significant observable inputs used in the fair value measurement of Level 3 assets.

(dollars in thousands)

Fair
Value

Valuation Technique

Unobservable

Inputs

Range of
Discounts
Weighted
Average
Discount

As of June 30, 2016

Repossessed assets

$ 2,286 Third party appraisals, sales contracts, broker price opinions Collateral discounts and estimated costs to sell 6% - 99% 65%

Impaired loans

$ 1,239 Third party appraisals and discounted cash flows Collateral discounts and discount rates 0% - 100% 32%

As of December 31, 2015

Repossessed assets

$ 3,128 Third party appraisals, sales contracts, broker price opinions Collateral discounts and estimated costs to sell 6% - 96% 19%

Impaired loans

$ 813 Third party appraisals and discounted cash flows Collateral discounts and discount rates 0% - 100% 15%

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.

23


Table of Contents

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

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

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

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

The fair value for investment securities is determined from quoted market prices when available. If a quoted market price is not available, fair value is estimated using 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 June 30, 2016

(dollars in thousands)

Carrying
Amount
Total Level 1 Level 2 Level 3

Financial Assets

Cash and cash equivalents

$ 26,853 $ 26,853 $ 26,853 $ $

Interest-bearing deposits in banks

2,431 2,431 2,431

Investment securities available for sale

174,950 174,950 174,950

Investment securities held to maturity

13,530 13,910 13,910

Mortgage loans held for sale

11,617 11,617 11,617

Loans, net

1,206,883 1,224,006 1,224,006

Cash surrender value of BOLI

19,867 19,867 19,867

24


Table of Contents
Fair Value Measurements at June 30, 2016

(dollars in thousands)

Carrying
Amount
Total Level 1 Level 2 Level 3

Financial Liabilities

Deposits

$ 1,225,004 $ 1,226,338 $ $ 1,226,338 $

Short-term FHLB advances

52,587 52,587 52,587

Long-term FHLB advances

82,492 83,554 83,554
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

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 June 30, 2016 and on its results of operations for the three and six months ended June 30, 2016 and June 30, 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.

25


Table of Contents

EXECUTIVE OVERVIEW

During the second quarter of 2016, the Company earned $4.0 million, an increase of $1.2 million, or 41.4%, compared to the second quarter of 2015. Diluted earnings per share for the second quarter of 2016 were $0.57, an increase of $0.16, or 39.0%, compared to the second quarter of 2015. The second quarters of 2016 and 2015 include merger-related expenses net of taxes related to the acquisition of Louisiana Bancorp, Inc. (“Louisiana Bancorp”) totaling $143,000 and $232,000, respectively. The second quarter of 2016 also includes a gain on the sale of a banking center totaling $416,000, net of taxes. Excluding merger-related expenses and the banking center gain, net income for the second quarter of 2016 increased 21.9% compared to the second quarter of 2015 (see the “Non-GAAP Reconciliation” on page 27). Excluding merger-related expenses and the banking center gain, diluted earnings per share for the second quarter of 2016 increased 20.5% compared to the second quarter of 2015.

During the six months ended June 30, 2016, the Company earned $7.4 million, an increase of $1.7 million, or 29.5%, compared to the six months ended June 30, 2015. Diluted earnings per share for the six months ended June 30, 2016 were $1.04, an increase of $0.22, or 26.8%, compared to the six months ended June 30, 2015. Excluding merger-related expenses and the banking center gain, net income for the six months ended June 30, 2016 increased 26.6% compared to the six months ended June 30, 2015. Excluding merger-related expenses and the banking center gain, diluted earnings per share for the six months ended June 30, 2016 increased 24.7% compared to the six months ended June 30, 2015.

Key components of the Company’s performance during the three and six months ended June 30, 2016 include:

Assets totaled $1.5 billion as of June 30, 2016, down $6.9 million, or 0.4%, from December 31, 2015.

Investment securities totaled $188.5 million as of June 30, 2016, a decrease of $2.2 million, or 1.2%, from December 31, 2015.

Loans as of June 30, 2016 were $1.2 billion, a decrease of $6.0 million, or 0.5%, from December 31, 2015. Growth in originated loans of 9.1% (on an annualized basis) was offset by paydowns in acquired loans.

Deposits as of June 30, 2016 were $1.2 billion, a decrease of $19.2 million, or 1.5%, from December 31, 2015. Core deposits (i.e., checking, savings, and money market accounts) totaled $957.6 million as of June 30, 2016, a decrease of $9.7 million, or 1.0%, from December 31, 2015.

Interest income increased $3.3 million, or 24.1%, in the second quarter of 2016, compared to the second quarter of 2015. For the six months ended June 30, 2016, interest income increased $7.0 million, or 26.1%, compared to the six months ended June 30, 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 $490,000, or 59.5%, in the second quarter of 2016 compared to the second quarter of 2015. For the six months ended June 30, 2016, interest expense increased $1.0 million, or 61.3%, compared to the six months ended June 30, 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 $1.1 million for the second quarter of 2016, an increase of $756,000, or 257.0%, compared to the second quarter of 2015. For the six months ended June 30, 2016, the provision for loan losses totaled $1.9 million, an increase of $1.1 million, or 128.2%, from the six months ended June 30, 2015. Of the $1.1 million in provision for the second quarter of 2016, approximately half was related to organic loan growth and half was related to the deterioration of three loan relationships with indirect exposure to the energy sector. In the first quarter of 2016, $461,000 in the Company’s provision for loan losses was associated with one energy-related borrower. At June 30, 2016, the Company’s ratio of the allowance for loan losses to total loans was 0.94%, compared to 0.92% at June 30, 2015. Excluding acquired loans, the ratio of the allowance for loan losses to total loans was 1.33% at June 30, 2016, compared to 1.09% at June 30, 2015. The Company recorded virtually no net loan charge-offs during the first six months of 2016, compared to net loan charge-offs of $126,000 during the first six months of 2015.

26


Table of Contents
Noninterest income for the second quarter of 2016 increased $1.4 million, or 69.1%, compared to the second quarter of 2015. For the six months ended June 30, 2016, noninterest income increased $1.9 million, or 46.1%, compared to the six months ended June 30, 2015. The increases resulted primarily from a gain on the sale of a banking center in the second quarter of 2016 in addition to increased service fees and charges, bank card fees, and gains on the sale of loans.

Noninterest expense for the second quarter of 2016 increased $1.6 million, or 15.9%, compared to the second quarter of 2015. Noninterest expense for the six months ended June 30, 2016 increased $4.2 million, or 21.3%, compared to the six months ended June 30, 2015. Noninterest expense includes merger-related expenses related to the acquisition of Louisiana Bancorp totaling $214,000 and $256,000 for the second quarters of 2016 and 2015, respectively, and $827,000 and $256,000 for the six months ended June, 30, 2016 and June 30, 2015, respectively. Excluding merger-related expenses, noninterest expense increased $1.7 million, or 16.7%, for the second quarter of 2016 compared to the second quarter of 2015. Excluding merger-related expenses, noninterest expense increased $3.7 million, or 18.5%, for the six months ended June 30, 2016 compared to the six months ended June 30, 2015. The increases in noninterest expense relate primarily to the growth of the Company due to the addition of Louisiana Bancorp branches and employees in the third quarter of 2015.

This 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 its 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 For the Six Months Ended

(dollars in thousands)

June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015

Reported noninterest expense

$ 11,856 $ 10,228 $ 24,197 $ 19,947

Less: Merger-related expenses

(214 ) (256 ) (827 ) (256 )

Non-GAAP noninterest expense

$ 11,642 $ 9,972 $ 23,370 $ 19,691

Reported noninterest income

$ 3,448 $ 2,039 $ 6,015 $ 4,118

Less: Gain on sale of banking center

(641 ) (641 )

Non-GAAP noninterest income

$ 2,807 $ 2,039 $ 5,374 $ 4,118

Reported net income

$ 4,016 $ 2,840 $ 7,366 $ 5,688

Less: Gain on sale of banking center, net of tax

(416 ) (416 )

Add: Merger-related expenses, net of tax

143 232 542 232

Non-GAAP net income

$ 3,743 $ 3,072 $ 7,492 $ 5,920

Diluted EPS

$ 0.57 $ 0.41 $ 1.04 $ 0.82

Less: Gain on sale of banking center

(0.06 ) (0.06 )

Add: Merger-related expenses

0.02 0.03 0.08 0.03

Non-GAAP diluted EPS

$ 0.53 $ 0.44 $ 1.06 $ 0.85

27


Table of Contents

FINANCIAL CONDITION

Loans, Asset Quality and Allowance for Loan Losses

Loans – Loans outstanding as of June 30, 2016 were $1.2 billion, a decrease of $6.0 million, or 0.5%, from December 31, 2015. Growth in originated loans of 9.1% (on an annualized basis) was offset by declines in acquired loans. Loan decreases during the first six months of 2016 related primarily to residential mortgage loans (down $13.8 million), multi-family loans (down $5.9 million), and consumer loans (down $3.1 million). These decreases were partially offset by increases in commercial real estate loans (up $8.9 million), commercial and industrial loans (up $4.2 million), construction and land loans (up $2.3 million) and home equity loans and lines loans (up $1.3 million) during the first six months of 2016.

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

June 30, December 31, Increase/(Decrease)

(dollars in thousands)

2016 2015 Amount Percent

Real estate loans:

One- to four-family first mortgage

$ 372,085 $ 385,918 $ (13,833 ) (3.6 )%

Home equity loans and lines

95,328 94,060 1,268 1.3

Commercial real estate

414,325 405,379 8,946 2.2

Construction and land

124,460 122,123 2,337 1.9

Multi-family residential

37,984 43,863 (5,879 ) (13.4 )

Total real estate loans

1,044,182 1,051,343 (7,161 ) (0.7 )

Other loans:

Commercial and industrial

129,345 125,108 4,237 3.4

Consumer

44,803 47,915 (3,112 ) (6.5 )

Total other loans

174,148 173,023 1,125 0.7

Total loans

$ 1,218,330 $ 1,224,366 $ (6,036 ) (0.5 )%

The aggregate outstanding balance of loans to borrowers in the energy sector totaled $35.7 million, or 2.9% of outstanding loans, at June 30, 2016. We also had unfunded loan commitments to borrowers in the energy sector amounting to $9.1 million at such date. At June 30, 2016, 91% of the balance of our energy-related loans were performing in accordance with their original loan agreements. Of the remaining 9%, $1.8 million had been restructured and were paying in accordance with the restructured terms at such date. The Company holds no shared national credits.

The following table illustrates the composition of the Company’s direct energy-related loans at June 30, 2016.

(dollars in thousands)

Total Percent

Real estate loans:

Commercial real estate

$ 14,957 41.8 %

Construction and land

649 1.8

Total real estate loans

15,606 43.6

Commercial and industrial:

Equipment

6,712 18.8

Marine vessels

5,889 16.5

Accounts receivable

4,148 11.6

Unsecured

1,830 5.1

Other

1,562 4.4

Total commercial and industrial loans

20,141 56.4

Total energy-related loans

$ 35,747 100.0 %

In addition to our energy exposure on direct energy related loans, given the effect of the energy sector on the overall economy in several of our markets, we also have indirect exposure in making loans to borrowers who are not themselves in the energy sector but whose customers include energy sector entities.

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

28


Table of Contents

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 June 30, 2016 and December 31, 2015, loans individually evaluated for impairment, excluding acquired loans, amounted to $1.8 million and $966,000, respectively. As of June 30, 2016 and December 31, 2015, acquired impaired loans, loans considered to have deteriorated credit quality at the time of acquisition, amounted to $16.4 million and $20.0 million, respectively. As of June 30, 2016 and December 31, 2015, substandard loans, excluding acquired loans, amounted to $17.2 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 $601,000 as of June 30, 2016 and $153,000 as of December 31, 2015. The amount of allowance for loan losses allocated to acquired loans totaled $371,000 and $373,000, respectively, at such dates. There were no assets classified as doubtful or loss as of June 30, 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.

29


Table of Contents

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.

June 30, 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

$ 886 $ 1,001 $ 1,887 $ 928 $ 530 $ 1,458

Home equity loans and lines

956 36 992 121 139 260

Commercial real estate

4,635 419 5,054 1,671 1,013 2,684

Construction and land

87 66 153 86 69 155

Multi-family residential

763 763

Other loans:

Commercial and industrial

8,273 327 8,600 2,374 84 2,458

Consumer

378 11 389 471 6 477

Total nonaccrual loans

15,215 1,860 17,075 5,651 2,604 8,255

Accruing loans 90 days or more past due

Total nonperforming loans

15,215 1,860 17,075 5,651 2,604 8,255

Foreclosed assets

180 2,106 2,286 116 3,012 3,128

Total nonperforming assets

15,395 3,966 19,361 5,767 5,616 11,383

Performing troubled debt restructurings

988 538 1,526 798 492 1,290

Total nonperforming assets and troubled debt restructurings

$ 16,383 $ 4,504 $ 20,887 $ 6,565 $ 6,108 $ 12,673

Nonperforming loans to total loans

1.40 % 0.67 %

Nonperforming loans to total assets

1.11 % 0.53 %

Nonperforming assets to total assets

1.25 % 0.73 %

(1) Table excludes acquired loans which were being accounted for under ASC 310-30 because they continue to earn interest from accretable yield regardless of their status as past due or otherwise not in compliance with their contractual terms. Acquired loans with deteriorated credit quality, which were being accounting for under ASC 310-30 and which were 90 days or more past due totaled $2.1 million and $4.0 million as of June 30, 2016 and December 31, 2015, respectively.

The Company recorded virtually no net loan charge-offs during the quarter and six months ended June 30, 2016. Net loan charge-offs for the quarter and six months ended June 30, 2015 were $100,000 and $126,000, respectively.

30


Table of Contents

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. 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. As of June 30, 2016 and December 31, 2015, $100,000 and $128,000, respectively, 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 six months of 2016.

(dollars in thousands)

Originated Acquired Total

Balance, December 31, 2015

$ 9,174 $ 373 $ 9,547

Provision charged to operations

1,996 (96 ) 1,900

Loans charged off

(186 ) (186 )

Recoveries on charged off loans

92 94 186

Balance, June 30, 2016

$ 11,076 $ 371 $ 11,447

31


Table of Contents

At June 30, 2016, the Company’s ratio of allowance for loan losses to total loans was 0.94%, compared to 0.78% and 0.92% at December 31, 2015 and June 30, 2015, respectively. Excluding acquired loans, the ratio of allowance for loan losses to total loans was 1.33% at June 30, 2016, compared to 1.15% and 1.09% at December 31, 2015 and June 30, 2015, respectively.

The allowance for loan losses to loans ratio directly attributable to energy loans totaled 3.29% at June 30, 2016. Over the past 18 months, the Company has increased its overall allowance for loan losses to loans ratio on originated loans from 1.15% at December 31, 2015 to 1.33% at June 30, 2016 due primarily to the potential direct and indirect adverse effect that low energy prices may have on the ability of our borrowers to repay their loans.

Investment Securities

The Company’s investment securities portfolio totaled $188.5 million as of June 30, 2016, a decrease of $2.2 million, or 1.2%, from December 31, 2015. As of June 30, 2016, the Company had a net unrealized gain on its available for sale investment securities portfolio of $3.1 million, compared to $1.3 million as of December 31, 2015. The investment securities portfolio had a modified duration of 2.9 and 3.3 years at June 30, 2016 and December 31, 2015, respectively.

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

(dollars in thousands)

Available for Sale Held to Maturity

Balance, December 31, 2015

$ 176,762 $ 13,927

Purchases

13,339

Sales

Principal payments and calls

(16,309 ) (235 )

Accretion of discounts and amortization of premiums, net

(595 ) (162 )

Increase in market value

1,753

Balance, June 30, 2016

$ 174,950 $ 13,530

Funding Sources

Deposits – Deposits totaled $1.2 billion as of June 30, 2016 and December 31, 2015. Core deposits totaled $957.6 million as of June 30, 2016, a decrease of $9.7 million, or 1.0%, compared to December 31, 2015.

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

June 30, December 31, Increase (Decrease)

(dollars in thousands)

2016 2015 Amount Percent

Demand deposit

$ 289,310 $ 296,617 $ (7,307 ) (2.5 )%

Savings

108,323 109,393 (1,070 ) (1.0 )

Money market

258,210 293,637 (35,427 ) (12.1 )

NOW

301,799 267,707 34,092 12.7

Certificates of deposit

267,362 276,863 (9,501 ) (3.4 )

Total deposits

$ 1,225,004 $ 1,244,217 $ (19,213 ) (1.5 )%

Federal Home Loan Bank Advances – Short-term FHLB advances increased $12.6 million, or 31.7%, from $40.0 million as of December 31, 2015 to $52.6 million as of June 30, 2016. Long-term FHLB advances totaled $82.5 million as of June 30, 2016, a decrease of $2.7 million, or 3.2%, compared December 31, 2015.

Shareholders’ Equity – Shareholders’ equity increased $8.5 million, or 5.2%, from $165.0 million as of December 31, 2015 to $173.6 million as of June 30, 2016.

32


Table of Contents

As of June 30, 2016, the Company and the Bank had regulatory capital that were well in excess of regulatory requirements. The following table presents actual and required capital ratios for the Company and the Bank under the Basel III Capital Rules. The minimum required capital amounts presented include the minimum required capital levels as of June 30, 2016 based on the phase-in provisions of the Basel III Capital Rules and the minimum required capital levels as of January 1, 2019 when the Basel III Capital Rules have been fully phased-in. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as amended to reflect the changes under the Basel III Capital Rules.

Actual Minimum Capital
Required – Basel III
Phase-In Schedule
Minimum Capital
Required – Basel III
Fully Phased-In
To Be Well
Capitalized Under
Prompt Corrective
Action Provisions

(dollars in thousands)

Amount Ratio Amount Ratio Amount Ratio Amount Ratio

Company:

Tier 1 risk-based capital

$ 159,533 13.66 % $ 77,362 6.625 % $ 99,257 8.50 % N/A N/A

Total risk-based capital

170,980 14.64 100,717 8.625 122,612 10.50 N/A N/A

Tier 1 leverage capital

159,533 10.41 46,709 4.00 46,709 4.00 N/A N/A

Bank:

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

$ 143,075 12.26 % $ 59,823 5.125 % $ 81,710 7.00 % $ 75,874 6.50 %

Tier 1 risk-based capital

143,075 12.26 77,333 6.625 99,219 8.50 93,383 8.00

Total risk-based capital

154,522 13.24 100,678 8.625 122,565 10.50 116,729 10.00

Tier 1 leverage capital

143,075 9.34 46,691 4.00 46,691 4.00 58,364 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 June 30, 2016, cash and cash equivalents totaled $26.9 million. At such date, investment securities available for sale totaled $175.0 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 June 30, 2016, certificates of deposit maturing within the next 12 months totaled $156.1 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 June 30, 2016, the average balance of outstanding FHLB advances was $129.4 million. As of June 30, 2016, the Company had $135.1 million in total outstanding FHLB advances and had $471.5 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.

33


Table of Contents

Asset/Liability Management

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

Our interest rate sensitivity also is monitored by management through the use of a model which generates estimates of the change in its net interest income over a range of interest rate scenarios. Based on the Company’s interest rate risk model, the table below sets forth the results of immediate and sustained changes in interest rates as of June 30, 2016.

Shift in Interest Rates

(in bps)

% Change in Projected
Net Interest Income

+300

-0.5%

+200

-0.1

+100

0.1

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

Off-Balance Sheet Activities

To meet the financing needs of its customers, the Bank issues financial instruments which represent conditional obligations that are not recognized, wholly or in part, in the statements of financial condition. These financial 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 June 30, 2016 and December 31, 2015.

Contract Amount
June 30, December 31,

(dollars in thousands)

2016 2015

Standby letters of credit

$ 4,480 $ 3,764

Available portion of lines of credit

136,381 127,393

Undisbursed portion of loans in process

72,116 73,699

Commitments to originate loans

112,169 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.

34


Table of Contents

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

RESULTS OF OPERATIONS

During the second quarter of 2016, the Company earned $4.0 million, an increase of $1.2 million, or 41.4%, compared to the second quarter of 2015. Diluted earnings per share for the second quarter of 2016 were $0.57, an increase of $0.16, or 39.0%, compared to the second quarter of 2015. The second quarters of 2016 and 2015 include merger-related expenses related to the Louisiana Bancorp acquisition totaling $214,000 and $256,000, respectively ($142,000 and $232,000, respectively, net of taxes). The second quarter of 2016 also included a gain on the sale of a banking center totaling $416,000, net of taxes. Excluding merger-related expenses and the banking center gain, net income for the second quarter of 2016 increased 21.9% compared to the second quarter of 2015 (see the “Non-GAAP Reconciliation” on page 27). Excluding merger-related expenses and the banking center gain, diluted earnings per share for the second quarter of 2016 increased 20.5% compared to the second quarter of 2015.

During the six months ended June 30, 2016, the Company earned $7.4 million, an increase of $1.7 million, or 29.5%, compared to the six months ended June 30, 2015. Diluted earnings per share for the six months ended June 30, 2016 were $1.04, an increase of $0.22, or 26.8%, compared to the six months ended June 30, 2015. The six months ended June 30, 2016 and 2015 include merger-related expenses, related to the Louisiana Bancorp acquisition totaling $827,000 and $256,000, respectively ($542,000 and $232,000, respectively, net of taxes). Excluding merger-related expenses and the banking center gain, net income for the six months ended June 30, 2016 increased 26.6% compared to the six months ended June 30, 2015. Excluding merger-related expenses and the banking center gain, diluted earnings per share for the six months ended June 30, 2016 increased 24.7% compared to the six months ended June 30, 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 4.22% and 4.35% for the three months ended June 30, 2016 and June 30, 2015, respectively, and 4.25% and 4.37% for the six months ended June 30, 2016 and June 30, 2015, respectively. The Company’s tax-equivalent net interest margin, which is net interest income as a percentage of average interest-earning assets, was 4.35% and 4.47% for the three months ended June 30, 2016 and June 30, 2015, respectively, and 4.37% and 4.49% for the six months ended June 30, 2016 and June 30, 2015, respectively. The decrease in the net interest spread and net interest margin in the 2016 periods related primarily to a decrease in the average yield on loans.

Net interest income totaled $15.6 million for the three months ended June 30, 2016, an increase of $2.8 million, or 21.8%, compared to the three months ended June 30, 2015. For the six months ended June 30, 2016, net interest income totaled $31.3 million, an increase of $6.0 million, or 23.8%, compared to the six months ended June 30, 2015.

Interest income increased $3.3 million, or 24.1%, in the second quarter of 2016 compared to the second quarter of 2015. For the six months ended June 30, 2016, interest income increased $7.0 million, or 26.1%, compared to the six months ended June 30, 2015. Increases in the average balance of loans receivable from the Louisiana Bancorp acquisition were partially offset by decreases of 33 basis points and 27 basis points, respectively, in the average yield on loans during the quarter and six months ended June 30, 2016 from the prior comparable period.

Interest expense increased $490,000, or 59.5%, in the second quarter of 2016 compared to the second quarter of 2015. For the six months ended June 30, 2016, interest expense increased $1.0 million, or 61.3%, compared to the six months ended June 30, 2015. During the quarter and six months ended June 30, 2016, the average volume of deposits increased due to the Louisiana Bancorp acquisition.

35


Table of Contents

The following tables set 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 June 30,
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)

$ 1,225,162 $ 15,853 5.15 % $ 915,874 $ 12,621 5.48 %

Investment securities

Taxable

153,731 775 2.02 151,193 721 1.91

Tax-exempt (TE)

34,354 171 3.06 36,489 181 3.05

Total investment securities

188,085 946 2.21 187,682 902 2.13

Other interest-earning assets

18,943 67 1.43 40,888 65 0.64

Total interest-earning assets (TE)

1,432,190 16,866 4.71 1,144,444 13,588 4.75

Noninterest-earning assets

112,650 104,788

Total assets

$ 1,544,840 $ 1,249,232

Interest-bearing liabilities:

Deposits:

Savings, checking and money market

$ 670,019 $ 390 0.23 % $ 570,914 $ 316 0.22 %

Certificates of deposit

270,147 529 0.79 213,029 384 0.72

Total interest-bearing deposits

940,166 919 0.39 783,943 700 0.36

Short-term FHLB advances

45,727 46 0.40 125 0.20

Long term FHLB advances

83,697 348 1.66 19,000 104 2.19

Securities sold under repurchase agreement

20,128 19 0.37

Total interest-bearing liabilities

1,069,590 1,313 0.49 823,196 823 0.40

Noninterest-bearing liabilities

303,493 267,377

Total liabilities

1,373,083 1,090,573

Shareholders’ equity

171,757 158,659

Total liabilities and shareholders’ equity

$ 1,544,840 $ 1,249,232

Net interest-earning assets

$ 362,600 $ 321,248

Net interest spread (TE)

$ 15,553 4.22 % $ 12,765 4.35 %

Net interest margin (TE)

4.35 % 4.47 %

36


Table of Contents
Six Months Ended June 30,
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)

$ 1,225,369 $ 31,871 5.17 % $ 917,491 $ 24,982 5.44 %

Investment securities

Taxable

153,533 1,573 2.05 150,007 1,457 1.94

Tax-exempt (TE)

34,784 344 3.04 36,000 355 3.04

Total investment securities

188,317 1,917 2.23 186,007 1,812 2.15

Other interest-earning assets

17,559 127 1.45 27,966 99 0.72

Total interest-earning assets (TE)

1,431,245 33,915 4.74 1,131,464 26,893 4.78

Noninterest-earning assets

113,630 106,262

Total assets

$ 1,544,875 $ 1,237,726

Interest-bearing liabilities:

Deposits:

Savings, checking and money market

$ 674,350 $ 790 0.24 % $ 547,224 $ 607 0.22 %

Certificates of deposit

271,952 1,061 0.78 216,048 779 0.73

Total interest-bearing deposits

946,302 1,851 0.39 763,272 1,386 0.37

Short-term FHLB advances

43,366 90 0.41 8,350 6 0.15

Long term FHLB advances

84,342 699 1.66 18,933 207 2.19

Securities sold under repurchase agreement

20,212 37 0.37

Total interest-bearing liabilities

1,074,010 2,640 0.49 810,767 1,636 0.41

Noninterest-bearing liabilities

300,967 269,599

Total liabilities

1,374,977 1,080,366

Shareholders’ equity

169,898 157,360

Total liabilities and shareholders’ equity

$ 1,544,875 $ 1,237,726

Net interest-earning assets

$ 357,235 $ 320,697

Net interest spread (TE)

$ 31,275 4.25 % $ 25,257 4.37 %

Net interest margin (TE)

4.37 % 4.49 %

(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.

37


Table of Contents

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 For the Six Months Ended
June 30, June 30,
2016 Compared to 2015 2016 Compared to 2015
Change Attributable To Change Attributable To
Total Total
Increase Increase

(dollars in thousands)

Rate Volume (Decrease) Rate Volume (Decrease)

Interest income:

Loans receivable

$ (667 ) $ 3,899 $ 3,232 $ (926 ) $ 7,815 $ 6,889

Investment securities (TE)

46 (2 ) 44 82 23 105

Other interest-earning assets

59 (57 ) 2 83 (55 ) 28

Total interest income

(562 ) 3,840 3,278 (761 ) 7,783 7,022

Interest expense:

Savings, checking and money market accounts

18 56 74 37 146 183

Certificates of deposit

39 106 145 67 215 282

Securities sold under repurchase agreement

(19 ) (19 ) (37 ) (37 )

FHLB advances

(56 ) 346 290 (103 ) 679 576

Total interest expense

1 489 490 1 1,003 1,004

Increase (decrease) in net interest income

$ (563 ) $ 3,351 $ 2,788 $ (762 ) $ 6,780 $ 6,018

Provision for Loan Losses – For the quarter ended June 30, 2016, the Company recorded a provision for loan losses of $1.1 million, which was 257.0% higher than the $294,000 recorded for the same period in 2015. Approximately half of the provision expense in the second quarter of 2016 was due to management’s assessment of the risk elements related to the Companny’s organic loan growth and half related to the deterioration of three loan relationships with indirect exposure to the energy sector. Two of these three indirect energy loans, with an aggregate outstanding balance of $11.1 million at June 30, 2016 were placed on nonaccrual status during the quarter. Net loan charge-offs amounted to $300 and $100,000 during the second quarters of 2016 and 2015, respectively. For the six months ended June 30, 2016, the provision for loan losses totaled $1.9 million, which was 128.2% higher than the $833,000 recorded for the same period in 2015. Net loan charge-offs amounted to zero and $126,000, respectively, during the six months ended June 30, 2016 and June 30, 2015, respectively.

As of June 30, 2016, the Company’s ratio of allowance for loan losses to total loans was 0.94%, compared to 0.78% and 0.92% at December 31, 2015 and June 30, 2015, respectively. Excluding acquired loans, the ratio of allowance for loan losses to total loans was 1.33% at June 30, 2016, compared to 1.15% and 1.09% at December 31, 2015 and June 30, 2015, respectively. The ratio of non-performing loans to total assets was 1.49% at June 30, 2016, compared to 0.83% at December 31, 2015 due primarily to the potential direct and indirect impact of continuing low energy prices.

Noninterest Income – The Company’s noninterest income was $3.4 million for the quarter ended June 30, 2016, $1.4 million, or 69.1%, more than the $2.0 million earned for the same period in 2015. Noninterest income was $6.0 million for the six months ended June 30, 2016, $1.9 million, or 46.1%, higher than the $4.1 million earned for the same period of 2015. The quarter and the six months ended June 30, 2016 included a gain on the sale of a banking center totaling $641,000, pre-tax. Excluding this gain, noninterest income increased 37.7% and 30.5% in the quarterly and six-month comparisons primarily from increased gains on the sale of loans.

38


Table of Contents

Noninterest Expense – The Company’s noninterest expense was $11.9 million for the three months ended June 30, 2016, $1.6 million, or 15.9%, higher than the $10.2 million recorded for the same period in 2015. Noninterest expense was $24.2 million for the six months ended June 30, 2016, $4.2 million, or 21.3% higher than the $19.9 million for the same period of 2015. Noninterest expense includes merger expenses related to the acquisition of Louisiana Bancorp totaling $214,000 and $256,000 for the second quarters of 2016 and 2015, respectively, and $827,000 and $256,000 for the six months ended June, 30, 2016 and June 30, 2015, respectively. Excluding merger-related expenses, noninterest expense increased $1.7 million, or 16.7%, for the second quarter of 2016 compared to the second quarter of 2015. Excluding merger-related expenses, noninterest expense increased $3.7 million, or 18.7%, for the six months ended June 30, 2016 compared to the six months ended June 30, 2015. The increases in noninterest expenses relate primarily to the growth of the Company due to the addition of Louisiana Bancorp branches and employees in the third quarter of 2015.

Income Taxes – For the quarters ended June 30, 2016 and June 30, 2015, the Company incurred income tax expense of $2.1 million and $1.4 million, respectively. The Company’s effective tax rate was 34.1% and 33.7% during the second quarters of 2016 and 2015, respectively. For the six months ended June 30, 2016 and June 30, 2015, the Company incurred income tax expense of $3.8 million and $2.9 million, respectively. The Company’s effective tax rate amounted to 34.2% and 33.8% during the six months ended June 30, 2016 and June 30, 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 June 30, 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 second 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.

39


Table of Contents

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 plans 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)

April 1 – April 30, 2016

$ 380,321

May 1 – May 31, 2016

6,250 28.15 6,250 374,071

June 1 – June 30, 2016

3,000 26.89 3,000 371,071

Total

9,250 $ 27.74 9,250 371,071

(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. On April 26, 2016, the Company announced a new stock repurchase program. Under the plan, the Company can repurchase up to 365,000 shares, or approximately 5% of its common stock outstanding, through open market or privately negotiated transactions.

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

40


Table of Contents

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.
August 8, 2016 By:

/s/ John W. Bordelon

John W. Bordelon
President, Chief Executive Officer and Director
August 8, 2016 By:

/s/ Joseph B. Zanco

Joseph B. Zanco
Executive Vice President and Chief Financial Officer

41

TABLE OF CONTENTS