HBCP 10-Q Quarterly Report March 31, 2018 | Alphaminr

HBCP 10-Q Quarter ended March 31, 2018

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 d572382d10q.htm 10-Q 10-Q
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: March 31, 2018

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  ☒    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  ☒    NO  ☐

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

Large accelerated filer Accelerated filer
Non-accelerated filer ☐  (Do not check if a smaller reporting company) Smaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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

At May 1, 2018, the registrant had 9,419,361 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

27

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

38

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

39

Item 3.

Defaults Upon Senior Securities

39

Item 4.

Mine Safety Disclosures

40

Item 5.

Other Information

40

Item 6.

Exhibits

40

SIGNATURES

41

i


Table of Contents

HOME BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited) (Audited)
March 31, December 31,
2018 2017

Assets

Cash and cash equivalents

$ 124,141,699 $ 150,417,829

Interest-bearing deposits in banks

2,421,000 2,421,000

Investment securities available for sale, at fair value

263,169,977 234,993,436

Investment securities held to maturity (fair values of $12,922,698 and $13,055,073, respectively)

12,949,728 13,033,590

Mortgage loans held for sale

1,310,991 5,873,132

Loans, net of unearned income

1,641,270,174 1,657,794,751

Allowance for loan losses

(14,268,843 ) (14,807,278 )

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

1,627,001,331 1,642,987,473

Office properties and equipment, net

45,203,029 45,604,752

Cash surrender value of bank-owned life insurance

29,064,532 28,903,913

Goodwill and core deposit intangibles

67,499,333 68,033,472

Accrued interest receivable and other assets

34,092,412 35,852,241

Total Assets

$ 2,206,854,032 $ 2,228,120,838

Liabilities

Deposits:

Noninterest-bearing

$ 456,353,415 $ 461,999,611

Interest-bearing

1,382,851,869 1,404,227,717

Total deposits

1,839,205,284 1,866,227,328

Short-term Federal Home Loan Bank advances

3,610,380 3,642,422

Long-term Federal Home Loan Bank advances

67,277,566 68,183,173

Accrued interest payable and other liabilities

13,671,575 12,197,189

Total Liabilities

1,923,764,805 1,950,250,112

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; 9,409,261 and 9,395,488 shares issued and outstanding, respectively

94,093 93,955

Additional paid-in capital

165,990,921 165,341,415

Unallocated common stock held by:

Employee Stock Ownership Plan (ESOP)

(3,749,240 ) (3,838,510 )

Recognition and Retention Plan (RRP)

(79,242 ) (83,903 )

Retained earnings

123,571,082 117,312,630

Accumulated other comprehensive loss

(2,738,387 ) (954,861 )

Total Shareholders’ Equity

283,089,227 277,870,726

Total Liabilities and Shareholders’ Equity

$ 2,206,854,032 $ 2,228,120,838

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
March 31,
2018 2017

Interest Income

Loans, including fees

$ 22,803,629 $ 16,243,268

Investment securities:

Taxable interest

1,308,951 865,913

Tax-exempt interest

186,109 162,721

Other investments and deposits

426,939 91,365

Total interest income

24,725,628 17,363,267

Interest Expense

Deposits

1,902,196 992,441

Short-term Federal Home Loan Bank advances

16,576 63,977

Long-term Federal Home Loan Bank advances

300,305 337,646

Total interest expense

2,219,077 1,394,064

Net interest income

22,506,551 15,969,203

Provision for loan losses

964,257 306,832

Net interest income after provision for loan losses

21,542,294 15,662,371

Noninterest Income

Service fees and charges

1,654,746 936,928

Bank card fees

1,098,551 683,514

Gain on sale of loans, net

207,037 288,063

Income from bank-owned life insurance

160,619 118,716

Gain on sale of assets, net

145,206 355,540

Other income

214,788 443,045

Total noninterest income

3,480,947 2,825,806

Noninterest Expense

Compensation and benefits

8,941,473 6,775,449

Occupancy

1,674,869 1,219,882

Marketing and advertising

259,555 226,596

Data processing and communication

1,679,046 1,075,207

Professional services

286,054 231,371

Forms, printing and supplies

356,604 135,300

Franchise and shares tax

365,300 201,967

Regulatory fees

379,337 322,838

Foreclosed assets, net

102,998 (58,776 )

Other expenses

1,544,725 900,880

Total noninterest expense

15,589,961 11,030,714

Income before income tax expense

9,433,280 7,457,463

Income tax expense

1,969,733 2,451,762

Net Income

$ 7,463,547 $ 5,005,701

Earnings per share:

Basic

$ 0.83 $ 0.72

Diluted

$ 0.81 $ 0.69

Cash dividends declared per common share

$ 0.15 $ 0.13

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
March 31,
2018 2017

Net Income

$ 7,463,547 $ 5,005,701

Other Comprehensive (Loss) Income

Unrealized (losses) gains on investment securities

(1,997,296 ) 105,180

Tax effect

419,432 (36,813 )

Other comprehensive (loss) income, net of taxes

(1,577,864 ) 68,367

Comprehensive Income

$ 5,885,683 $ 5,074,068

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)

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

Balance, December 31, 2016

$ 73,502 $ 79,425,604 $ (4,195,590 ) $ (119,633 ) $ 104,647,375 $ 11,766 $ 179,843,024

Net income

5,005,701 5,005,701

Other comprehensive income

68,367 68,367

Purchase of Company’s common stock at cost, 91 shares

(1 ) (539 ) (1,684 ) (2,224 )

Cash dividends declared, $0.13 per share

(957,126 ) (957,126 )

Exercise of stock options

236 279,977 280,213

RRP shares released for allocation

(3,194 ) 4,660 1,466

ESOP shares released for allocation

283,079 89,270 372,349

Share-based compensation cost

107,926 107,926

Balance, March 31, 2017

$ 73,737 $ 80,092,853 $ (4,106,320 ) $ (114,973 ) $ 108,694,266 $ 80,133 $ 184,719,696

Balance, December 31, 2017

$ 93,955 $ 165,341,415 $ (3,838,510 ) $ (83,903 ) $ 117,312,630 $ (954,861 ) $ 277,870,726

Net income

7,463,547 7,463,547

Other comprehensive loss

(1,577,864 ) (1,577,864 )

Reclassification of stranded tax effects in accumulated other comprehensive income (1)

205,662 (205,662 )

Purchase of Company’s common stock at cost, 41 shares

(410 ) (1,376 ) (1,786 )

Cash dividends declared, $0.15 per share

(1,409,381 ) (1,409,381 )

Common Stock issued under incentive plans, net of shares surrendered in payment, including tax benefit, 714 shares

7 17,777 17,784

Exercise of stock options

131 153,330 153,461

RRP shares released for allocation

(3,092 ) 4,661 1,569

ESOP shares released for allocation

344,381 89,270 433,651

Share-based compensation cost

137,520 137,520

Balance, March 31, 2018

$ 94,093 $ 165,990,921 $ (3,749,240 ) $ (79,242 ) $ 123,571,082 $ (2,738,387 ) $ 283,089,227

(1) See Note 2 - Recent Accounting Pronouncements

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 Three Months Ended
March 31,
2018 2017

Cash flows from operating activities:

Net income

$ 7,463,547 $ 5,005,701

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

Provision for loan losses

964,257 306,832

Depreciation

576,342 475,414

Amortization and accretion of purchase accounting valuations and intangibles

1,970,023 1,196,576

Net amortization of mortgage servicing asset

37,628 50,005

Federal Home Loan Bank stock dividends

(26,300 ) (24,700 )

Net amortization of discount on investments

476,107 429,340

Gain on loans sold, net

(207,037 ) (288,063 )

Proceeds, including principal payments, from loans held for sale

29,782,590 30,313,165

Originations of loans held for sale

(25,013,412 ) (31,161,355 )

Non-cash compensation

571,171 480,275

Deferred income tax expense

150,165 702,634

Decrease in accrued interest receivable and other assets

1,732,479 1,257,474

Increase in cash surrender value of bank-owned life insurance

(160,619 ) (118,716 )

Decrease (increase) in accrued interest payable and other liabilities

1,454,137 (1,836,114 )

Net cash provided by operating activities

19,771,078 6,788,468

Cash flows from investing activities:

Purchases of securities available for sale

(42,046,174 ) (19,784,473 )

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

11,480,093 11,083,713

Decrease (increase) in loans, net

13,568,048 (268,761 )

Decrease in interest-bearing deposits in banks

245,000

Proceeds from sale of repossessed assets

215,000 1,722,000

Purchases of office properties and equipment

(789,815 ) (425,773 )

Proceeds from sale of office properties and equipment

768,402 639,290

Net cash used in investing activities

(16,804,446 ) (6,789,004 )

Cash flows from financing activities:

(Decrease) increase in deposits, net

(27,038,698 ) 24,078,161

Repayments of Federal Home Loan Bank advances

(964,142 ) (334,504 )

Proceeds from exercise of stock options

153,461 280,213

Issuance of stock under incentive plans

17,784

Dividends paid to shareholders

(1,409,381 ) (957,126 )

Purchase of Company’s common stock

(1,786 ) (2,224 )

Net cash (used in) provided by financing activities

(29,242,762 ) 23,064,520

Net change in cash and cash equivalents

(26,276,130 ) 23,063,984

Cash and cash equivalents at beginning of year

150,417,829 29,314,741

Cash and cash equivalents at end of year

$ 124,141,699 $ 52,378,725

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 period ended March 31, 2018 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, 2017.

Critical Accounting Policies and Estimates

There were no material changes or developments during the reporting period with respect to methodologies the Company uses when applying critical accounting policies and developing critical accounting estimates as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2017.

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.

2. Recent Accounting Pronouncements

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. Upon implementation, lessee will 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 Company is currently assessing the amendment but does not anticipate it will have a material impact on our Consolidated Financial Statements. Based on the Company’s preliminary assessment of its current leases, the impact to the Company’s consolidated balance sheet is estimated to be less than a 1% increase in assets and liabilities.

In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments”. The ASU requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net carrying value at the amount expected to be collected on the financial assets. The income statement reflects the measurement of credit losses for newly recognized financial assets, as well as the expected increases or decreases of expected credit losses that have taken place during the period. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount of financial assets. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. The allowance for credit losses for purchased financial assets with a more-than-insignificant amount of credit deterioration since origination that are measured at amortized cost basis is determined in a similar manner to other financial assets

6


Table of Contents

measured at amortized cost basis; however, the initial allowance for credit losses is added to the purchase price rather than being reported as a credit loss expense. Only subsequent changes in the allowance for credit losses are recorded as a credit loss expense for these assets. Off-balance-sheet arrangements such as commitments to extend credit, guarantees, and standby letters of credit that and are not unconditionally cancellable are also within the scope of this amendment. Credit losses relating to debt securities should be recorded through an allowance for credit losses. This ASU is effective for fiscal years beginning after December 31, 2019. An entity will apply the amendments in this update on a modified retrospective basis, through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company is currently assessing this accounting standard and the implementation of a new software application during 2018 to assist in determining the impact to our Consolidated Financial Statements. The adoption of this ASU could materially affect our Consolidated Financial Statements, however, the magnitude of the impact has not yet been quantified.

In January 2017, FASB issued ASU No. 2017-04, “Intangibles – Goodwill and Other, Simplifying the Test for Goodwill Impairment”. The amendment in this ASU eliminates the requirement to calculate the implied fair value of goodwill in order to measure a goodwill impairment charge. An entity will record an impairment charge based on the excess of the carrying amount over its fair value. This ASU is effective for fiscal and interim testing periods beginning after December 15, 2019. The Company is currently assessing the amendment and does not anticipate it will have a material impact on our Consolidated Financial Statements.

In April 2017, FASB issued ASU No. 2017-8, “Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities”. This ASU shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date. The accounting for purchased callable debt securities held at a discount does not change under the new guidance. This ASU is effective for fiscal and interim periods beginning after December 15, 2018. The Company is currently assessing the amendment and does not anticipate it will have an impact on our Consolidated Financial Statements.

ASU 2018-02, “Income Statement — Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” ASU 2018-02 was issued to address the income tax accounting treatment of the stranded tax effects within accumulated other comprehensive income as a result of tax reform. This issue came about from the enactment of the Tax Cuts and Jobs Act of 2017 on December 22, 2017 that changed the Company’s statutory income tax rate from 35% to 21%. The ASU changed current accounting whereby an entity may elect to reclassify the stranded tax effect from accumulated other comprehensive income to retained earnings. The ASU is effective for periods beginning after December 15, 2018 although early adoption is permitted. The Company adopted ASU 2018-02 in the first quarter of 2018 and reclassified its stranded tax credit of $206,000 from accumulated other comprehensive income to retained earnings.

3. Investment Securities

Summary information regarding the Company’s investment securities classified as available for sale and held to maturity as of March 31, 2018 and December 31, 2017 is as follows.

(dollars in thousands)

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

March 31, 2018

Available for sale:

U.S. agency mortgage-backed

$ 93,491 $ 552 $ 912 $ 437 $ 92,694

Collateralized mortgage obligations

139,395 104 1,451 1,423 136,625

Municipal bonds

22,985 136 50 23,071

U.S. government agency

10,765 54 39 10,780

Total available for sale

$ 266,636 $ 846 $ 2,452 $ 1,860 $ 263,170

Held to maturity:

Municipal bonds

$ 12,950 $ 28 $ 23 $ 32 $ 12,923

Total held to maturity

$ 12,950 $ 28 $ 23 $ 32 $ 12,923

7


Table of Contents

(dollars in thousands)

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

December 31, 2017

Available for sale:

U.S. agency mortgage-backed

$ 84,639 $ 619 $ 270 $ 298 $ 84,690

Collateralized mortgage obligations

115,435 46 671 1,075 113,735

Municipal bonds

25,362 177 17 1 25,521

U.S. government agency

11,026 42 21 11,047

Total available for sale

$ 236,462 $ 884 $ 979 $ 1,374 $ 234,993

Held to maturity:

Municipal bonds

$ 13,034 $ 54 $ 18 $ 15 $ 13,055

Total held to maturity

$ 13,034 $ 54 $ 18 $ 15 $ 13,055

The estimated fair value and amortized cost by contractual maturity of the Company’s investment securities as of March 31, 2018 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
After One
Year through
Five Years
After Five
Years
through Ten
Years
After Ten
Years
Total

Fair Value

Securities available for sale:

U.S. agency mortgage-backed

$ 2,282 $ 8,168 $ 46,550 $ 35,694 $ 92,694

Collateralized mortgage obligations

5,948 10,944 119,733 136,625

Municipal bonds

3,599 9,615 6,999 2,858 23,071

U.S. government agency

1,004 3,963 4,240 1,573 10,780

Total securities available for sale

$ 6,885 $ 27,694 $ 68,733 $ 159,858 $ 263,170

Securities held to maturity:

Municipal bonds

$ $ 5,805 $ 6,051 $ 1,067 $ 12,923

Total securities held to maturity

$ $ 5,805 $ 6,051 $ 1,067 $ 12,923

8


Table of Contents

(dollars in thousands)

One Year
or Less
After One
Year through
Five Years
After Five
Years through
Ten Years
After Ten
Years
Total

Amortized Cost

Securities available for sale:

U.S. agency mortgage-backed

$ 2,283 $ 8,260 $ 47,365 $ 35,583 $ 93,491

Collateralized mortgage obligations

5,971 11,190 122,234 139,395

Municipal bonds

3,578 9,569 6,971 2,867 22,985

U.S. government agency

999 3,998 4,194 1,574 10,765

Total securities available for sale

$ 6,860 $ 27,798 $ 69,720 $ 162,258 $ 266,636

Securities held to maturity:

Municipal bonds

$ $ 5,802 $ 6,073 $ 1,075 $ 12,950

Total securities held to maturity

$ $ 5,802 $ 6,073 $ 1,075 $ 12,950

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 other-than-temporarily impaired, an impairment loss is recognized.

As of March 31, 2018, 149 of the Company’s investment securities had unrealized losses totaling 2.1% of the individual securities’ amortized cost basis and 1.6% of the Company’s total amortized cost basis of the investment securities portfolio. At such date, 36 of the 149 securities had been in a continuous loss position for over 12 months. The 36 securities had an aggregate amortized cost basis of $52.4 million and an unrealized loss of $1.9 million at March 31, 2018. Management has the intent and ability to hold these securities until maturity, or until anticipated recovery; hence, no declines in these securities were deemed other-than-temporary at March 31, 2018.

As of March 31, 2018 and December 31, 2017, the Company had $176,902,000 and $121,984,000, respectively, of securities pledged to secure public deposits.

4. Earnings Per Share

Earnings per common share were computed based on the following:

Three Months Ended

March 31,

(in thousands, except per share data)

2018 2017

Numerator:

Net income available to common shareholders

$ 7,464 $ 5,006

Denominator:

Weighted average common shares outstanding

9,012 6,936

Effect of dilutive securities:

Restricted stock

23 3

Stock options

234 268

Weighted average common shares outstanding – assuming dilution

9,269 7,207

Basic earnings per common share

$ 0.83 $ 0.72

Diluted earnings per common share

$ 0.81 $ 0.69

9


Table of Contents

Options on 444 and 43,326 shares of common stock were not included in the computation of diluted earnings per share for the three months ended March 31, 2018 and March 31, 2017, 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 business combinations are referred to as “Acquired Loans.” Acquired Loans were recorded at estimated fair value at the acquisition date with no carryover of the related allowance for loan losses. The Acquired Loans were segregated between those considered to be performing (“acquired performing”) and those with evidence of credit deterioration (“acquired impaired”), and then further 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 .

10


Table of Contents

Allowance for Loan Losses

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

As of March 31, 2018
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

$ 1,662 $ $ 137 $ 1,799

Home equity loans and lines

691 348 114 1,153

Commercial real estate

4,869 182 5,051

Construction and land

1,827 7 1,834

Multi-family residential

400 400

Commercial and industrial

2,787 408 324 3,519

Consumer

496 17 513

Total allowance for loan losses

$ 12,732 $ 756 $ 781 $ 14,269

As of March 31, 2018
Originated Loans

(dollars in thousands)

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

Loans:

One- to four-family first mortgage

$ 204,805 $ $ 261,388 $ 466,193

Home equity loans and lines

53,727 909 37,184 91,820

Commercial real estate

375,230 22 230,141 605,393

Construction and land

130,894 49,654 180,548

Multi-family residential

33,462 19,263 52,725

Commercial and industrial

123,338 1,138 57,735 182,211

Consumer

39,621 22,759 62,380

Total loans

$ 961,077 $ 2,069 $ 678,124 $ 1,641,270

As of December 31, 2017
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

$ 1,574 $ $ 89 $ 1,663

Home equity loans and lines

676 348 78 1,102

Commercial real estate

4,766 140 4,906

Construction and land

1,742 7 1,749

Multi-family residential

355 355

Commercial and industrial

2,721 1,625 184 4,530

Consumer

496 6 502

Total allowance for loan losses

$ 12,330 $ 1,973 $ 504 $ 14,807

11


Table of Contents
As of December 31, 2017
Originated Loans
(dollars in thousands) Collectively
Evaluated
for
Impairment
Individually
Evaluated
for
Impairment
Acquired
Loans (1)
Total

Loans:

One- to four-family first mortgage

$ 199,199 $ $ 278,012 $ 477,211

Home equity loans and lines

53,349 925 40,171 94,445

Commercial real estate

369,740 22 241,596 611,358

Construction and land

124,963 52,300 177,263

Multi-family residential

30,540 20,438 50,978

Commercial and industrial

120,818 2,512 61,954 185,284

Consumer

39,854 21,402 61,256

Total loans

$ 938,463 $ 3,459 $ 715,873 $ 1,657,795

(1) $13.8 million and $14.2 million in Acquired Loans were deemed to be acquired impaired loans and were accounted for under ASC 310-30 at March 31, 2018 and December 31, 2017, respectively.

A summary of activity in the allowance for loan losses for the three months ended March 31, 2018 and March 31, 2017 follows.

For the Three Months Ended March 31, 2018
(dollars in thousands) Beginning
Balance
Charge-offs Recoveries Provision Ending
Balance

Originated loans:

Allowance for loan losses:

One- to four-family first mortgage

$ 1,574 $ $ $ 88 $ 1,662

Home equity loans and lines

1,024 2 13 1,039

Commercial real estate

4,766 103 4,869

Construction and land

1,742 85 1,827

Multi-family residential

355 45 400

Commercial and industrial

4,346 (1,497 ) 21 325 3,195

Consumer

496 (29 ) 1 28 496

Total allowance for loan losses

$ 14,303 $ (1,526 ) $ 24 $ 687 $ 13,488

Acquired loans:

Allowance for loan losses:

One- to four-family first mortgage

$ 89 $ $ $ 48 $ 137

Home equity loans and lines

78 36 114

Commercial real estate

140 42 182

Construction and land

7 7

Multi-family residential

Commercial and industrial

184 140 324

Consumer

6 11 17

Total allowance for loan losses

$ 504 $ $ $ 277 $ 781

Total loans:

Allowance for loan losses:

One- to four-family first mortgage

$ 1,663 $ $ $ 136 $ 1,799

Home equity loans and lines

1,102 2 49 1,153

Commercial real estate

4,906 145 5,051

Construction and land

1,749 85 1,834

Multi-family residential

355 45 400

Commercial and industrial

4,530 (1,497 ) 21 465 3,519

Consumer

502 (29 ) 1 39 513

Total allowance for loan losses

$ 14,807 $ (1,526 ) $ 24 $ 964 $ 14,269

12


Table of Contents
For the Three Months Ended March 31, 2017
(dollars in thousands) Beginning
Balance
Charge-offs Recoveries Provision Ending
Balance

Originated loans:

Allowance for loan losses:

One- to four-family first mortgage

$ 1,436 $ $ $ (10 ) $ 1,426

Home equity loans and lines

654 (10 ) 15 328 987

Commercial real estate

4,177 65 4,242

Construction and land

1,763 (73 ) 1,690

Multi-family residential

361 18 379

Commercial and industrial

3,316 103 (224 ) 3,195

Consumer

513 (8 ) (7 ) 498

Total allowance for loan losses

$ 12,220 $ (18 ) $ 118 $ 97 $ 12,417

Acquired loans:

Allowance for loan losses:

One- to four-family first mortgage

$ 75 $ $ $ 37 $ 112

Home equity loans and lines

74 74

Commercial real estate

Construction and land

19 55 74

Multi-family residential

Commercial and industrial

123 117 240

Consumer

1 1

Total allowance for loan losses

$ 291 $ $ $ 210 $ 501

Total loans:

Allowance for loan losses:

One- to four-family first mortgage

$ 1,511 $ $ $ 27 $ 1,538

Home equity loans and lines

728 (10 ) 15 328 1,061

Commercial real estate

4,177 65 4,242

Construction and land

1,782 (18 ) 1,764

Multi-family residential

361 18 379

Commercial and industrial

3,439 103 (107 ) 3,435

Consumer

513 (8 ) (6 ) 499

Total allowance for loan losses

$ 12,511 $ (18 ) $ 118 $ 307 $ 12,918

Credit Quality

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

March 31, 2018

(dollars in thousands)

Pass Special
Mention
Substandard Doubtful Total

Originated loans:

One- to four-family first mortgage

$ 200,385 $ 1,205 $ 3,215 $ $ 204,805

Home equity loans and lines

52,907 1,729 54,636

Commercial real estate

361,621 4,479 9,152 375,252

Construction and land

128,561 1,698 635 130,894

Multi-family residential

33,462 33,462

Commercial and industrial

107,181 4,111 13,184 124,476

Consumer

39,313 115 193 39,621

Total originated loans

$ 923,430 $ 11,608 $ 28,108 $ $ 963,146

13


Table of Contents
March 31, 2018

(dollars in thousands)

Pass Special
Mention
Substandard Doubtful Total

Acquired loans:

One- to four-family first mortgage

$ 251,847 $ 2,949 $ 6,592 $ $ 261,388

Home equity loans and lines

36,671 361 152 37,184

Commercial real estate

207,491 12,446 10,204 230,141

Construction and land

45,688 2,875 1,091 49,654

Multi-family residential

18,359 627 277 19,263

Commercial and industrial

53,081 2,074 2,580 57,735

Consumer

22,082 361 316 22,759

Total acquired loans

$ 635,219 $ 21,693 $ 21,212 $ $ 678,124

Total loans:

One- to four-family first mortgage

$ 452,232 $ 4,154 $ 9,807 $ $ 466,193

Home equity loans and lines

89,578 361 1,881 91,820

Commercial real estate

569,112 16,925 19,356 605,393

Construction and land

174,249 4,573 1,726 180,548

Multi-family residential

51,821 627 277 52,725

Commercial and industrial

160,262 6,185 15,764 182,211

Consumer

61,395 476 509 62,380

Total loans

$ 1,558,649 $ 33,301 $ 49,320 $ $ 1,641,270

December 31, 2017

(dollars in thousands)

Pass Special
Mention
Substandard Doubtful Total

Originated loans:

One- to four-family first mortgage

$ 196,203 $ 990 $ 2,006 $ $ 199,199

Home equity loans and lines

52,492 283 1,499 54,274

Commercial real estate

356,020 5,080 8,662 369,762

Construction and land

122,076 2,043 844 124,963

Multi-family residential

30,540 30,540

Commercial and industrial

105,097 4,640 13,593 123,330

Consumer

39,335 120 399 39,854

Total originated loans

$ 901,763 $ 13,156 $ 27,003 $ $ 941,922

Acquired loans:

One- to four-family first mortgage

$ 269,144 $ 2,825 $ 6,043 $ $ 278,012

Home equity loans and lines

39,603 307 261 40,171

Commercial real estate

218,234 12,522 10,840 241,596

Construction and land

48,748 3,056 496 52,300

Multi-family residential

19,644 636 158 20,438

Commercial and industrial

56,635 2,998 2,321 61,954

Consumer

21,172 69 161 21,402

Total acquired loans

$ 673,180 $ 22,413 $ 20,280 $ $ 715,873

14


Table of Contents
December 31, 2017

(dollars in thousands)

Pass Special
Mention
Substandard Doubtful Total

Total loans:

One- to four-family first mortgage

$ 465,347 $ 3,815 $ 8,049 $ $ 477,211

Home equity loans and lines

92,095 590 1,760 94,445

Commercial real estate

574,254 17,602 19,502 611,358

Construction and land

170,824 5,099 1,340 177,263

Multi-family residential

50,184 636 158 50,978

Commercial and industrial

161,732 7,638 15,914 185,284

Consumer

60,507 189 560 61,256

Total loans

$ 1,574,943 $ 35,569 $ 47,283 $ $ 1,657,795

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, among other factors, the extent of delinquencies and loan-to-value ratios. These classifications were the most current available as of the dates indicated and were generally updated within the quarter.

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

March 31, 2018

(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

$ 1,494 $ $ 310 $ 1,804 $ 203,001 $ 204,805

Home equity loans and lines

73 26 99 54,537 54,636

Commercial real estate

517 517 374,735 375,252

Construction and land

130,894 130,894

Multi-family residential

33,462 33,462

Total real estate loans

2,084 336 2,420 796,629 799,049

Other loans:

Commercial and industrial

876 409 1,285 123,191 124,476

Consumer

117 48 83 248 39,373 39,621

Total other loans

993 48 492 1,533 162,564 164,097

Total originated loans

$ 3,077 $ 48 $ 828 $ 3,953 $ 959,193 $ 963,146

15


Table of Contents
March 31, 2018

(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

Acquired loans:

Real estate loans:

One- to four-family first mortgage

$ 5,182 $ 1,004 $ 3,860 $ 10,046 $ 251,342 $ 261,388

Home equity loans and lines

300 46 82 428 36,756 37,184

Commercial real estate

2,292 581 2,952 5,825 224,316 230,141

Construction and land

902 125 338 1,365 48,289 49,654

Multi-family residential

179 179 19,084 19,263

Total real estate loans

8,855 1,756 7,232 17,843 579,787 597,630

Other loans:

Commercial and industrial

603 10 832 1,445 56,290 57,735

Consumer

701 168 292 1,161 21,598 22,759

Total other loans

1,304 178 1,124 2,606 77,888 80,494

Total acquired loans

$ 10,159 $ 1,934 $ 8,356 $ 20,449 $ 657,675 $ 678,124

Total loans:

Real estate loans:

One- to four-family first mortgage

$ 6,676 $ 1,004 $ 4,170 $ 11,850 $ 454,343 $ 466,193

Home equity loans and lines

373 46 108 527 91,293 91,820

Commercial real estate

2,809 581 2,952 6,342 599,051 605,393

Construction and land

902 125 338 1,365 179,183 180,548

Multi-family residential

179 179 52,546 52,725

Total real estate loans

10,939 1,756 7,568 20,263 1,376,416 1,396,679

Other loans:

Commercial and industrial

1,479 10 1,241 2,730 179,481 182,211

Consumer

818 216 375 1,409 60,971 62,380

Total other loans

2,297 226 1,616 4,139 240,452 244,591

Total loans

$ 13,236 $ 1,982 $ 9,184 $ 24,402 $ 1,616,868 $ 1,641,270

December 31, 2017

(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

$ 837 $ 131 $ 44 $ 1,012 $ 198,187 $ 199,199

Home equity loans and lines

1,018 26 1,044 53,230 54,274

Commercial real estate

670 670 369,092 369,762

Construction and land

744 200 944 124,019 124,963

Multi-family residential

30,540 30,540

Total real estate loans

3,269 131 270 3,670 775,068 778,738

Other loans:

Commercial and industrial

882 825 1,641 3,348 119,982 123,330

Consumer

380 9 278 667 39,187 39,854

Total other loans

1,262 834 1,919 4,015 159,169 163,184

Total originated loans

$ 4,531 $ 965 $ 2,189 $ 7,685 $ 934,237 $ 941,922

16


Table of Contents
December 31, 2017

(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

Acquired loans:

Real estate loans:

One- to four-family first mortgage

$ 3,867 $ 2,087 $ 2,816 $ 8,770 $ 269,242 $ 278,012

Home equity loans and lines

137 61 46 244 39,927 40,171

Commercial real estate

5,071 436 1,864 7,371 234,225 241,596

Construction and land

2,089 159 239 2,487 49,813 52,300

Multi-family residential

20,438 20,438

Total real estate loans

11,164 2,743 4,965 18,872 613,645 632,517

Other loans:

Commercial and industrial

809 678 185 1,672 60,282 61,954

Consumer

329 152 95 576 20,826 21,402

Total other loans

1,138 830 280 2,248 81,108 83,356

Total acquired loans

$ 12,302 $ 3,573 $ 5,245 $ 21,120 $ 694,753 $ 715,873

Total loans:

Real estate loans:

One- to four-family first mortgage

$ 4,704 $ 2,218 $ 2,860 $ 9,782 $ 467,429 $ 477,211

Home equity loans and lines

1,155 61 72 1,288 93,157 94,445

Commercial real estate

5,741 436 1,864 8,041 603,317 611,358

Construction and land

2,833 159 439 3,431 173,832 177,263

Multi-family residential

50,978 50,978

Total real estate loans

14,433 2,874 5,235 22,542 1,388,713 1,411,255

Other loans:

Commercial and industrial

1,691 1,503 1,826 5,020 180,264 185,284

Consumer

709 161 373 1,243 60,013 61,256

Total other loans

2,400 1,664 2,199 6,263 240,277 246,540

Total loans

$ 16,833 $ 4,538 $ 7,434 $ 28,805 $ 1,628,990 $ 1,657,795

Excluding Acquired Loans with deteriorated credit quality, the Company did not have any loans greater than 90 days past due and accruing as of March 31, 2018 or December 31, 2017.

The following table summarizes the accretable yield on loans accounted for under ASC 310-30 as of the dates indicated.

For the Three Months Ended

(dollars in thousands)

March 31,
2018
March 31,
2017

Balance at beginning of period

$ (9,303 ) $ (11,091 )

Accretion

478 873

Transfers from nonaccretable difference to accretable yield

(966 ) (769 )

Balance at end of period

$ (9,791 ) $ (10,987 )

The following table summarizes information pertaining to Originated Loans, which were deemed impaired loans as of the dates indicated.

17


Table of Contents
For the Period Ended March 31, 2018

(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

462 476 464

Commercial real estate

22 23 22

Construction and land

Multi-family residential

Commercial and industrial

335 348 354

Consumer

Total

$ 819 $ 847 $ $ 840 $

With an allowance recorded:

One- to four-family first mortgage

$ $ $ $ $

Home equity loans and lines

447 460 348 449

Commercial real estate

Construction and land

Multi-family residential

Commercial and industrial

803 903 408 1,622

Consumer

Total

$ 1,250 $ 1,363 $ 756 $ 2,071 $

Total impaired loans:

One- to four-family first mortgage

$ $ $ $ $

Home equity loans and lines

909 936 348 913

Commercial real estate

22 23 22

Construction and land

Multi-family residential

Commercial and industrial

1,138 1,251 408 1,976

Consumer

Total

$ 2,069 $ 2,210 $ 756 $ 2,911 $

For the Period Ended December 31, 2017

(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

470 476 395 1

Commercial real estate

22 32 19

Construction and land

Multi-family residential

Commercial and industrial

428 434 2,849 2

Consumer

Total

$ 920 $ 942 $ $ 3,263 $ 3

With an allowance recorded:

One- to four-family first mortgage

$ $ $ $ 42 $

Home equity loans and lines

455 461 348 383 1

Commercial real estate

296

Construction and land

Multi-family residential

Commercial and industrial

2,084 2,157 1,625 1,985 52

Consumer

Total

$ 2,539 $ 2,618 $ 1,973 $ 2,706 $ 53

18


Table of Contents

Total impaired loans:

One- to four-family first mortgage

$ $ $ $ 42 $

Home equity loans and lines

925 937 348 778 2

Commercial real estate

22 32 315

Construction and land

Multi-family residential

Commercial and industrial

2,512 2,591 1,625 4,834 54

Consumer

Total

$ 3,459 $ 3,560 $ 1,973 $ 5,969 $ 56

For the Period Ended March 31, 2017

(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

476 476 159 6

Commercial real estate

22 22 8

Construction and land

Multi-family residential

Commercial and industrial

3,683 3,783 3,349 50

Consumer

Total

$ 4,181 $ 4,281 $ $ 3,516 $ 56

With an allowance recorded:

One- to four-family first mortgage

$ $ $ $ 166 $

Home equity loans and lines

461 461 348 154 6

Commercial real estate

450 480 5 454 5

Construction and land

Multi-family residential

Commercial and industrial

2,127 2,193 940 1,827 27

Consumer

Total

$ 3,038 $ 3,134 $ 1,293 $ 2,601 $ 38

Total impaired loans:

One- to four-family first mortgage

$ $ $ $ 166 $

Home equity loans and lines

937 937 348 313 12

Commercial real estate

472 502 5 462 5

Construction and land

Multi-family residential

Commercial and industrial

5,810 5,976 940 5,176 77

Consumer

Total

$ 7,219 $ 7,415 $ 1,293 $ 6,117 $ 94

The following table summarizes information pertaining to nonaccrual loans as of dates indicated.

March 31, 2018 December 31, 2017

(dollars in thousands)

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

Nonaccrual loans:

One- to four-family first mortgage

$ 3,074 $ 2,012 $ 5,086 $ 2,006 $ 1,167 $ 3,173

Home equity loans and lines

1,666 144 1,810 1,434 108 1,542

Commercial real estate

9,152 121 9,273 8,662 95 8,757

Construction and land

9 351 360 200 249 449

Multi-family residential

Commercial and industrial

9,313 965 10,278 9,678 932 10,610

Consumer

193 313 506 399 103 502

Total

$ 23,407 $ 3,906 $ 27,313 $ 22,379 $ 2,654 $ 25,033

(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 $5.4 million and $4.3 million as of March 31, 2018 and December 31, 2017, respectively.

19


Table of Contents

As of March 31, 2018, 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 periodically grants concessions to its customers in an attempt to protect as much of its investment as possible and to minimize risk of loss. These concessions may include restructuring the terms of a customer loan to alleviate the burden of the customer’s near-term cash requirements. Loans are considered troubled debt restructurings (“TDR”) when the Company agrees to restructure a loan to a borrower who is experiencing financial difficulties in a manner that is deemed to be 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 either is granted through an agreement with the customer or is imposed by a court or by 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,

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.

20


Table of Contents
As of March 31, 2018

(dollars in thousands)

Current Past Due
Greater Than
30 Days
Nonaccrual
TDRs
Total
TDRs

Originated loans:

Real estate loans:

One- to four-family first mortgage

$ 291 $ $ 1,872 $ 2,163

Home equity loans and lines

44 18 570 632

Commercial real estate

95 7,793 7,888

Construction and land

158 158

Multi-family residential

Total real estate loans

588 18 10,235 10,841

Other loans:

Commercial and industrial

4,360 4,360

Consumer

110 110

Total other loans

4,470 4,470

Total loans

$ 588 $ 18 $ 14,705 $ 15,311

Acquired loans:

Real estate loans:

One- to four-family first mortgage

$ 211 $ 1 $ 56 $ 268

Home equity loans and lines

73 73

Commercial real estate

778 778

Construction and land

Multi-family residential

Total real estate loans

211 779 129 1,119

Other loans:

Commercial and industrial

78 835 913

Consumer

Total other loans

78 835 913

Total loans

$ 289 $ 779 $ 964 $ 2,032

Total loans:

Real estate loans:

One- to four-family first mortgage

$ 502 $ 1 $ 1,928 $ 2,431

Home equity loans and lines

44 18 643 705

Commercial real estate

95 778 7,793 8,666

Construction and land

158 158

Multi-family residential

Total real estate loans

799 797 10,364 11,960

Other loans:

Commercial and industrial

78 5,195 5,273

Consumer

110 110

Total other loans

78 5,305 5,383

Total loans

$ 877 $ 797 $ 15,669 $ 17,343

21


Table of Contents
As of December 31, 2017

(dollars in thousands)

Current Past Due
Greater Than
30 Days
Nonaccrual
TDRs
Total
TDRs

Originated loans:

Real estate loans:

One- to four-family first mortgage

$ 306 $ 274 $ 473 $ 1,053

Home equity loans and lines

275 64 316 655

Commercial real estate

96 332 1,942 2,370

Construction and land

169 169

Multi-family residential

Total real estate loans

846 670 2,731 4,247

Other loans:

Commercial and industrial

4,581 4,581

Consumer

178 178

Total other loans

4,759 4,759

Total loans

$ 846 $ 670 $ 7,490 $ 9,006

Acquired loans:

Real estate loans:

One- to four-family first mortgage

$ 214 $ 3 $ 59 $ 276

Home equity loans and lines

91 91

Commercial real estate

803 803

Construction and land

Multi-family residential

Total real estate loans

214 806 150 1,170

Other loans:

Commercial and industrial

203 203

Consumer

Total other loans

203 203

Total loans

$ 214 $ 806 $ 353 $ 1,373

Total loans:

Real estate loans:

One- to four-family first mortgage

$ 520 $ 277 $ 532 $ 1,329

Home equity loans and lines

275 64 407 746

Commercial real estate

96 1,135 1,942 3,173

Construction and land

169 169

Multi-family residential

Total real estate loans

1,060 1,476 2,881 5,417

Other loans:

Commercial and industrial

4,784 4,784

Consumer

178 178

Total other loans

4,962 4,962

Total loans

$ 1,060 $ 1,476 $ 7,843 $ 10,379

22


Table of Contents

The following table summarizes information pertaining to loans modified as of the periods indicated.

For the Three Months Ended March 31,
2018 2017

(dollars in thousands)

Number of
Contracts
Pre-
modification
Outstanding
Recorded
Investment
Post-
modification
Outstanding
Recorded
Investment
Number of
Contracts
Pre-
modification
Outstanding
Recorded
Investment
Post-
modification
Outstanding
Recorded
Investment

Troubled debt restructurings:

One- to four-family first mortgage

1 $ 1,138 $ 1,138 $ $

Home equity loans and lines

1 15 15

Commercial real estate

1 6,423 5,923 1 461 461

Construction and land

Multi-family residential

Commercial and industrial

2 776 714

Other consumer

1 43 42

Total

4 $ 8,337 $ 7,775 3 $ 519 $ 518

None of the performing troubled debt restructurings as of March 31, 2018 had defaulted subsequent to the restructuring through the date the financial statements were available to be issued.

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 third-party pricing service. This pricing service provides pricing information by utilizing pricing models supported with market data information. Standard inputs include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities bids, offers and other reference data from market research publications. If quoted prices are available in an active market, investment securities are classified as Level 1 measurements. If quoted

23


Table of Contents

prices are not available in an active market, fair values are estimated primarily by the use of pricing models. Level 2 investment securities are primarily comprised of mortgage-backed securities issued by government agencies and U.S. government-sponsored enterprises. In certain cases, where there is limited or less transparent information provided by the Company’s third-party pricing service, fair value is estimated by the use of secondary pricing services or through the use of non-binding third-party broker quotes. Investment securities are classified within Level 3 when little or no market activity supports the fair value.

Management primarily identifies investment securities, which may have traded in illiquid or inactive markets, by identifying instances of a significant decrease in the volume and frequency of trades, relative to historical levels, as well as instances of a significant widening of the bid-ask spread in the brokered markets. Investment securities that are deemed to have been trading in illiquid or inactive markets may require the use of significant unobservable inputs. For example, management may use quoted prices for similar investment securities in the absence of a liquid and active market for the investment securities being valued. As of March 31, 2018, management did not make adjustments to prices provided by the third-party pricing service as a result of illiquid or inactive markets.

The following tables present the balances of assets measured for fair value on a recurring basis as of March 31, 2018 and December 31, 2017.

(dollars in thousands)

March 31, 2018 Level 1 Level 2 Level 3

Available for sale securities:

U.S. agency mortgage-backed

$ 92,694 $ $ 92,694 $

Collateralized mortgage obligations

136,625 136,625

Municipal bonds

23,071 23,071

U.S. government agency

10,780 10,780

Total

$ 263,170 $ $ 263,170 $

(dollars in thousands)

December 31, 2017 Level 1 Level 2 Level 3

Available for sale securities:

U.S. agency mortgage-backed

$ 87,758 $ $ 87,758 $

Collateralized mortgage obligations

113,735 113,735

Municipal bonds

25,521 25,521

U.S. government agency

7,980 7,980

Total

$ 234,994 $ $ 234,994 $

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.

24


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)

March 31, 2018 Level 1 Level 2 Level 3

Assets

Impaired loans

$ 1,312 $ $ $ 1,312

Repossessed assets

543 543

Total

$ 1,855 $ $ $ 1,855

Fair Value Measurements Using

(dollars in thousands)

December 31, 2017 Level 1 Level 2 Level 3

Assets

Impaired loans

$ 1,486 $ $ $ 1,486

Repossessed assets

728 728

Total

$ 2,214 $ $ $ 2,214

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 March 31, 2018:

Impaired loans

$ 1,312 Third party appraisals and discounted cash flows Collateral discounts and discount rates 0% - 100% 35 %

Repossessed assets

$ 543 Third party appraisals, sales contracts, Broker price opinions Collateral discounts and estimated costs to sell 6% - 88% 24 %

(dollars in thousands)

Fair
Value

Valuation Technique

Unobservable

Inputs

Range of
Discounts
Weighted
Average
Discount

As of December 31, 2017:

Impaired loans

$ 1,486 Third party appraisals and discounted cash flows Collateral discounts and discount rates 0% - 100% 57 %

Repossessed assets

$ 728 Third party appraisals, sales contracts, Broker price opinions Collateral discounts and estimated costs to sell 6% - 100% 28 %

25


Table of Contents

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

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statements. These estimates are subjective in nature, 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.

26


Table of Contents

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

Fair Value Measurements at March 31, 2018
Carrying

(dollars in thousands)

Amount Total Level 1 Level 2 Level 3

Financial Assets

Cash and cash equivalents

$ 124,142 $ 124,142 $ 124,142 $ $

Interest-bearing deposits in banks

2,421 2,421 2,421

Investment securities available for sale

263,170 263,170 263,170

Investment securities held to maturity

12,950 12,923 12,923

Mortgage loans held for sale

1,311 1,311 1,311

Loans, net

1,627,001 1,609,954 1,608,642 1,312

Cash surrender value of BOLI

29,065 29,065 29,065

Financial Liabilities

Deposits

$ 1,839,205 $ 1,836,954 $ $ 1,836,954 $

Short-term FHLB advances

3,610 3,610 3,610

Long-term FHLB advances

67,278 66,166 66,166

Fair Value Measurements at December 31, 2017
Carrying

(dollars in thousands)

Amount Total Level 1 Level 2 Level 3

Financial Assets

Cash and cash equivalents

$ 150,418 $ 150,418 $ 150,418 $ $

Interest-bearing deposits in banks

2,421 2,421 2,421

Investment securities available for sale

234,993 234,993 234,993

Investment securities held to maturity

13,034 13,055 13,055

Mortgage loans held for sale

5,873 5,873 5,873

Loans, net

1,642,987 1,642,634 1,641,148 1,486

Cash surrender value of BOLI

28,904 28,904 28,904

Financial Liabilities

Deposits

$ 1,866,227 $ 1,864,735 $ $ 1,864,735 $

Short-term FHLB advances

3,642 3,642 3,642

Long-term FHLB advances

68,183 67,143 67,143

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, 2017 through March 31, 2018 and on its results of operations for the three months ended March 31, 2018 and March 31, 2017. 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.

27


Table of Contents

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, 2017. The Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

EXECUTIVE OVERVIEW

During the first quarter of 2018, the Company earned $7.5 million, an increase of $2.5 million, or 49.1%, compared to the first quarter of 2017. Diluted earnings per share for the first quarter of 2018 were $0.81, an increase of $0.12, or 17.4%, compared to the first quarter of 2017. The first quarter of 2018 includes merger expenses related to the acquisition of St. Martin Bancshares, Inc. (“SMB”) totaling $694,000, net of taxes while the first quarter of 2017 includes a gain on the sale of a banking center totaling $247,000, net of taxes.

Key components of the Company’s performance during the three months ended March 31, 2018 include:

Assets totaled $2.2 billion as of March 31, 2018, a decrease of $21.3 million, or 1.0%, from December 31, 2017.

Loans as of March 31, 2018 were $1.6 billion, a decrease of $16.5 million, or 1.0% from December 31, 2017.

Investment securities totaled $276.1 million as of March 31, 2018, an increase of $28.1 million, or 11.3% from December 31, 2017.

Deposits as of March 31, 2018 were $1.8 billion, a decrease of $27.0 million, or 1.4%, from December 31, 2017. CD balances declined $27.6 million during the quarter.

Interest income increased $7.4 million, or 42.4%, in the first quarter of 2018 compared to the first quarter of 2017. The increase was driven primarily by the addition of the interest-earning assets acquired from SMB.

Interest expense increased $825,000, or 59.2% in the first quarter of 2018 compared to the first quarter of 2017. The increase was primarily the result of the addition of the interest-bearing liabilities acquired from SMB.

The provision for loan losses totaled $964,000 for the first quarter of 2018, an increase of $657,000, or 214.3%, compared to the first quarter of 2017. At March 31, 2018, the Company’s ratio of the allowance for loan losses to total loans was 0.87%, compared to 1.05% at March 31, 2017. Excluding Acquired Loans, the ratio of the allowance for loan losses to total loans was 1.40% at March 31, 2018, compared to 1.38% at March 31, 2017. Net loan charge-offs for the first quarter of 2018 were $1.5 million compared to net loan recoveries of $100,000 for the first quarter of 2017. The increase in net loan charge-offs resulted primarily from further deterioration of two loan relationships identified as problem credits in previous periods.

Noninterest income for the first quarter of 2018 increased $655,000, or 23.2%, compared to the first quarter of 2017. The first quarter of 2017 include a gain on the sale of a banking center totaling $380,000 (pre-tax). The increase resulted primarily from additional service fees and charges and bank card fees due to the SMB acquisition (up $718,000 and $415,000, respectively), which were partially offset by decreases in other income (down $228,000 due to lower recoveries on acquired assets) and gains on sale of banking centers (down $210,000).

28


Table of Contents
Noninterest expense for the first quarter of 2018 increased $4.6 million, or 41.3%, compared to the first quarter of 2017. Noninterest expense includes merger-related expenses totaling $879,000 for the three months ended March 31, 2018. The increase related primarily to the growth of the Company’s employee base, higher occupancy and data processing costs due to the SMB acquisition.

FINANCIAL CONDITION

Loans, Asset Quality and Allowance for Loan Losses

Loans – Loans outstanding as of March 31, 2018 were $1.6 billion, a decrease of $16.5 million from December 31, 2017. Growth in originated loans of 2.3% (9.5% annualized) during the first three months of 2018 was offset by reductions in Acquired Loan balances.

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

March 31, December 31, Increase/(Decrease)

(dollars in thousands)

2018 2017 Amount Percent

Real estate loans:

One- to four-family first mortgage

$ 466,193 $ 477,211 $ (11,018 ) (2.3 )%

Home equity loans and lines

91,820 94,445 (2,625 ) (2.8 )

Commercial real estate

605,393 611,358 (5,965 ) (1.0 )

Construction and land

180,548 177,263 3,285 1.9

Multi-family residential

52,725 50,978 1,747 3.4

Total real estate loans

1,396,679 1,411,255 (14,576 ) (1.0 )

Other loans:

Commercial and industrial

182,211 185,284 (3,073 ) (1.7 )

Consumer

62,380 61,256 1,124 1.8

Total other loans

244,591 246,540 (1,949 ) (0.8 )

Total loans

$ 1,641,270 $ 1,657,795 $ (16,525 ) (1.0 )%

The outstanding balance of direct loans to borrowers in the energy sector totaled $57.7 million, or 3.5% of total outstanding loans, at March 31, 2018, compared to $58.8 million at December 31, 2017. Unfunded loan commitments to customers in the energy sector totaled $9.9 million at March 31, 2018, compared to $9.3 million at December 31, 2017. At March 31, 2018, loans constituting 93.0% of the balance of our direct energy-related loans were performing in accordance with their original loan agreements. The Company holds no shared national credits.

In addition to our exposure to 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 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

29


Table of Contents

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. Third party property valuations are obtained at the time the asset is repossessed and periodically until the property is liquidated. Repossessed assets are initially recorded at fair value less estimated costs to sell. 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. Third party property valuations are obtained at the time of origination for real estate secured loans. When a determination is made that a loan has deteriorated to the point of becoming a problem loan, updated valuations may be ordered to help determine if there is impairment, which may lead to a recommendation for partial charge off or appropriate allowance allocation. Property valuations are ordered through, and are reviewed by, an appraisal officer at the bank. The Company typically orders an “as is” valuation for collateral property if a loan is in a criticized loan classification. The Board of Directors is provided with monthly reports on impaired loans. As of March 31, 2018 and December 31, 2017, loans individually evaluated for impairment, excluding Acquired Loans, amounted to $2.1 million and $3.5 million, respectively. As of March 31, 2018 and December 31, 2017, acquired impaired loans (loans considered to have deteriorated credit quality at the time of acquisition) amounted to $13.8 million and $14.2 million, respectively. As of March 31, 2018 and December 31, 2017, substandard loans, excluding Acquired Loans, amounted to $28.1 million and $27.0 million, respectively. The amount of the allowance for loan losses allocated to substandard loans originated by Home Bank totaled $756,000 as of March 31, 2018 and $2.0 million as of December 31, 2017. The amount of the allowance for loan losses allocated to Acquired Loans totaled $781,000 and $504,000, respectively, at such dates. There were no assets classified as doubtful or loss as of March 31, 2018 or December 31, 2017.

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

A 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

30


Table of Contents

agency examiners to use in determining the adequacy of general valuation guidelines. Generally, the policy statement recommends that institutions have effective systems and controls to identify, monitor and address asset quality problems; that management analyzes all significant factors that affect the collectability of the portfolio in a reasonable manner; and that management establishes acceptable allowance evaluation processes that meet the objectives set forth in the policy statement. Our management believes that, based on information currently available, our allowance for loan losses is maintained at a level which covers all known and inherent losses that are both probable and reasonably estimable as of each reporting date. However, actual losses are dependent upon future events and, as such, further additions to the level of allowance for loan losses may become necessary.

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

The following table sets forth the composition of the Company’s nonperforming assets (“NPAs”) and performing troubled debt restructurings as of the dates indicated.

March 31, 2018 December 31, 2017

(dollars in thousands)

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

Nonaccrual loans (2) :

Real estate loans:

One- to four-family first mortgage

$ 3,074 $ 2,012 $ 5,086 $ 2,006 $ 1,167 $ 3,173

Home equity loans and lines

1,666 144 1,810 1,434 108 1,542

Commercial real estate

9,152 121 9,273 8,662 95 8,757

Construction and land

9 351 360 200 249 449

Multi-family residential

Other loans:

Commercial and industrial

9,313 965 10,278 9,678 932 10,610

Consumer

193 313 506 399 103 502

Total nonaccrual loans

23,407 3,906 27,313 22,379 2,654 25,033

Accruing loans 90 days or more past due

Total nonperforming loans

23,407 3,906 27,313 22,379 2,654 25,033

Foreclosed assets

107 436 543 144 584 728

Total nonperforming assets

23,514 4,342 27,856 22,523 3,238 25,761

Performing troubled debt restructurings

606 1,068 1,674 1,516 1,020 2,536

Total nonperforming assets and troubled debt restructurings

$ 24,120 $ 5,410 $ 29,530 $ 24,039 $ 4,258 $ 28,297

Nonperforming loans to total loans

1.66 % 1.51 %

Nonperforming loans to total assets

1.24 % 1.12 %

Nonperforming assets to total assets

1.26 % 1.16 %

(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 accounted for under ASC 310-30 and which were 90 days or more past due, totaled $8.7 million and $4.3 million as of March 31, 2018 and December 31, 2017, respectively.
(2) Nonaccrual loans include originated restructured loans placed on nonaccrual totaling $14.7 million and $7.5 million at March 31, 2018 and December 31, 2017, respectively. Acquired restructured loans placed on nonaccrual totaled $964,000 and $353,000 at March 31, 2018 and December 31, 2017, respectively.

The Company recorded net loan charge-offs for the first quarter of 2018 of $1.5 million compared to net loan recoveries for the first quarter of 2017 of $100,000. The increase in net loan charge-offs resulted primarily from further deterioration in two loan relationships identified as problem credits in prior periods.

31


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 March 31, 2018 and December 31, 2017, $781,000 and $504,000, respectively, of our allowance for loan losses was allocated to Acquired Loans.

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

The following table presents the activity in the allowance for loan losses during the first three months of 2018.

(dollars in thousands)

Originated Acquired Total

Balance, December 31, 2017

$ 14,303 $ 504 $ 14,807

Provision charged to operations

687 277 964

Loans charged off

(1,526 ) (1,526 )

Recoveries on charged off loans

24 24

Balance, March 31, 2018

$ 13,488 $ 781 $ 14,269

32


Table of Contents

At March 31, 2018, the Company’s ratio of allowance for loan losses to total loans was 0.87%, compared to 0.89% and 1.05% at December 31, 2017 and March 31, 2017, respectively. Excluding Acquired Loans, the ratio of allowance for loan losses to total loans was 1.40% at March 31, 2018, compared to 1.52% and 1.38% at December 31, 2017 and March 31, 2017, respectively.

The allowance for loan losses attributable to originated direct energy-related loans totaled 2.76% of the outstanding balance of energy-related loans at March 31, 2018, compared to 2.49% and 3.16% at December 31, 2017 and March 31, 2017, respectively.

Investment Securities

The Company’s investment securities portfolio totaled $276.1 million as of March 31, 2018, an increase of $28.1 million, or 11.3%, from December 31, 2017. As of March 31, 2018, the Company had a net unrealized loss on its available for sale investment securities portfolio of $3.5 million, compared to a net unrealized loss of $1.5 million as of December 31, 2017.

The following table summarizes activity in the Company’s investment securities portfolio during the first three months of 2018.

(dollars in thousands)

Available for Sale Held to Maturity

Balance, December 31, 2017

$ 234,993 $ 13,034

Purchases

42,046

Sales

Principal maturities, prepayments and calls

(11,480 )

Amortization of premiums and accretion of discounts

(392 ) (84 )

Decrease in market value

(1,997 )

Balance, March 31, 2018

$ 263,170 $ 12,950

Funding Sources

Deposits – Deposits totaled $1.8 billion as of March 31, 2018, a decrease of $27.0 million, or 1.4%, compared to December 31, 2017. Core deposits (i,e, checking, savings and money market accounts) totaled $1.5 billion as of March 31, 2018, an increase of $569,000 compared to December 31, 2017. Certificates of deposit totaled $361.6 million as of March 31, 2018, a decrease of $27.6 million, or 7.1%, compared to December 31, 2017.

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

March 31, December 31, Increase/(Decrease)

(dollars in thousands)

2018 2017 Amount Percent

Demand deposit

$ 456,353 $ 461,999 $ (5,646 ) (1.2 )%

Savings

215,428 217,639 (2,211 ) (1.0 )

Money market

299,338 306,509 (7,171 ) (2.3 )

NOW

506,521 490,924 15,597 3.2

Certificates of deposit

361,565 389,156 (27,591 ) (7.1 )

Total deposits

$ 1,839,205 $ 1,866,227 $ (27,022 ) (1.4 )%

Federal Home Loan Bank Advances – Short-term FHLB advances totaled $3.6 million as of March 31, 2018, a decrease of $32,000, or 0.9%, compared to $3.6 million as of December 31, 2017. Long-term FHLB advances totaled $67.3 million as of March 31, 2018, a decrease of $906,000, or 1.3%, compared to $68.2 million as of December 31, 2017.

33


Table of Contents

Shareholders’ Equity – Shareholders’ equity increased $5.2 million, or 1.9%, from $277.9 million as of December 31, 2017 to $283.1 million as of March 31, 2018.

As of March 31, 2018, 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 March 31, 2018 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

$ 218,328 13.79 % $ 124,688 7.875 % $ 134,584 8.50 % $ N/A N/A

Total risk-based capital

232,597 14.69 156,355 9.875 166,251 10.50 N/A N/A

Tier 1 leverage capital

218,328 10.21 85,504 4.00 85,504 4.00 N/A N/A
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

Bank:

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

$ 204,424 12.93 % $ 100,765 6.375 % $ 110,644 7.00 % $ 102,741 6.50 %

Tier 1 risk-based capital

204,424 12.93 124,475 7.875 134,354 8.50 126,451 8.00

Total risk-based capital

218,692 13.84 156,087 9.875 165,966 10.50 158,063 10.00

Tier 1 leverage capital

204,424 9.57 85,412 4.00 85,412 4.00 106,765 5.00

LIQUIDITY AND ASSET/LIABILITY MANAGEMENT

Liquidity Management

Liquidity management encompasses our ability to ensure that funds are available to meet the cash flow requirements of depositors and borrowers, while also ensuring adequate cash flow exists to meet the Company’s needs, including operating, strategic and capital. The Company develops its liquidity management strategies as part of its overall asset/liability management process. Our primary sources of funds are from deposits, amortization of loans, loan prepayments and the maturity of loans, investment securities and other investments, and other funds provided from operations. While scheduled payments from the amortization of loans and investment securities and maturing investment securities are relatively predictable sources of funds, deposit flows and loan prepayments can be greatly influenced by general interest rates, economic conditions and competition. The Company also maintains excess funds in short-term, interest-bearing assets that provide additional liquidity. As of March 31, 2018, cash and cash equivalents totaled $124.1 million. At such date, investment securities available for sale totaled $263.2 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

34


Table of Contents

expenses. As of March 31, 2018, certificates of deposit maturing within the next 12 months totaled $218.9 million. Based upon historical experience, the Company anticipates that a significant portion of the maturing certificates of deposit will be redeposited with us. For the three months ended March 31, 2018, the average balance of outstanding FHLB advances was $71.2 million. As of March 31, 2018, the Company had $70.9 million in total outstanding FHLB advances and had $737.1 million in additional FHLB advances available.

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

Asset/Liability Management

The objective of asset/liability management is to implement strategies for the funding and deployment of the Company’s financial resources that are expected to maximize soundness and profitability over time at acceptable levels of risk. Interest rate sensitivity is the potential impact of changing rate environments on both net interest income and cash flows. The Company measures its interest rate sensitivity over the near term primarily by running net interest income simulations. Our interest rate sensitivity also is monitored by management through the use of a model which generates estimates of the change in its net interest income over a range of interest rate scenarios. Based on the Company’s interest rate risk model, the table below sets forth the results of immediate and sustained changes in interest rates as of March 31, 2018.

Shift in Interest Rates
(in bps)

% Change in Projected
Net Interest Income
+300 1.8%
+200 1.5

+100

0.9

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 repricing, the magnitude of interest rate changes and corresponding movement in interest rate spreads, and the level of success of asset/liability management strategies.

Off-Balance Sheet Activities

To meet the financing needs of its customers, the Bank issues financial instruments which represent conditional obligations that are not recognized, wholly or in part, in the statements of financial condition. These financial instruments include commitments to extend credit and standby letters of credit. Such instruments expose the Company to varying degrees of credit and interest rate risk in much the same way as funded loans. The same credit policies are used in these commitments as for on-balance sheet instruments. The Company’s exposure to credit losses from these financial instruments is represented by their contractual amounts.

The following table summarizes our outstanding commitments to originate loans and to advance additional amounts pursuant to outstanding letters of credit, lines of credit and undisbursed construction loans as of March 31, 2018 and December 31, 2017.

Contract Amount
March 31, December 31,

(dollars in thousands)

2018 2017

Standby letters of credit

$ 5,082 $ 6,620

Available portion of lines of credit

171,556 203,367

Undisbursed portion of loans in process

109,945 78,578

Commitments to originate loans

124,256 96,183

35


Table of Contents

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

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

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

RESULTS OF OPERATIONS

During the first quarter of 2018, the Company earned $7.5 million, an increase of $2.5 million or 49.1%, compared to the first quarter of 2017. Diluted earnings per share for the first quarter of 2018 were $0.81, an increase of $0.12, or 17.4%, compared to the first quarter of 2017. The first quarter of 2018 includes merger expenses totaling $694,000, net of taxes, related to the acquisition of SMB and the first quarter of 2017 includes a gain of the sale of a banking center totaling $247,000, net of taxes.

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 4.32% and 4.29% for the three months ended March 31, 2018 and March 31, 2017, respectively. The Company’s tax-equivalent net interest margin, which is net interest income as a percentage of average interest-earning assets, was 4.49% and 4.42% for the three months ended March 31, 2018 and March 31, 2017, respectively.

Net interest income totaled $22.5 million for the three months ended March 31, 2018, an increase of $6.5 million, or 40.9%, compared to the three months ended March 31, 2017. The addition of SMB’s interest-earning assets accounted for the vast majority of the increase.

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 21% for 2018 and 35% for 2017.

Three Months Ended March 31,
2018 2017
Average Average
Average Yield/ Average Yield/

(dollars in thousands)

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

Interest-earning assets:

Loans receivable (1)

Originated loans

$ 910,874 $ 12,277 5.41 % $ 900,852 $ 11,321 5.17 %

Acquired loans

736,629 10,527 5.73 329,555 4,922 5.99

Total loans receivable (1)

1,647,503 22,804 5.55 1,230,407 16,243 5.29

36


Table of Contents

Investment securities

Taxable

223,383 1,309 2.34 167,757 866 2.06

Tax-exempt (TE)

36,444 186 2.59 32,700 163 3.06

Total investment securities

259,827 1,495 2.38 200,457 1,029 2.23

Other interest-earning assets

103,338 427 1.68 24,932 91 1.49

Total interest-earning assets (TE)

2,010,668 24,726 4.94 1,455,796 17,363 4.81

Noninterest-earning assets

194,242 105,486

Total assets

$ 2,204,910 $ 1,561,282 $

Interest-bearing liabilities:

Deposits:

Savings, checking and money market

$ 1,010,980 $ 1,013 0.41 % $ 684,872 $ 415 0.25 %

Certificates of deposit

375,959 889 0.96 276,908 577 0.85

Total interest-bearing deposits

1,386,939 1,902 0.56 961,780 992 0.42

Short-term FHLB advances

3,619 17 1.83 40,000 64 0.64

Long term FHLB advances

67,575 300 1.78 78,308 338 1.72

Total interest-bearing liabilities

1,458,133 2,219 0.62 1,080,088 1,394 0.52

Noninterest-bearing liabilities

464,924 298,326

Total liabilities

1,923,057 1,378,414

Shareholders’ equity

281,853 182,868

Total liabilities and shareholders’ equity

$ 2,204,910 $ 1,561,282

Net interest-earning assets

$ 552,535 $ 375,708

Net interest spread (TE)

$ 22,507 4.32 % $ 15,969 4.29 %

Net interest margin (TE)

4.49 % 4.42 %

(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.

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

For the Three Months Ended
March 31,
2018 Compared to 2017
Change Attributable To
Total
Increase

(dollars in thousands)

Rate Volume (Decrease)

Interest income:

Loans receivable

$ 982 $ 5,579 $ 6,561

Investment securities

114 352 466

Other interest-earning assets

27 309 336

Total interest income

1,123 6,240 7,363

37


Table of Contents
For the Three Months Ended
March 31,
2018 Compared to 2017
Change Attributable To
Total
Increase

(dollars in thousands)

Rate Volume (Decrease)

Interest expense:

Savings, checking and money market accounts

350 248 598

Certificates of deposit

90 222 312

FHLB advances

76 (161 ) (85 )

Total interest expense

516 309 825

Increase (decrease) in net interest income

$ 607 $ 5,931 $ 6,538

Provision for Loan Losses – For the quarter ended March 31, 2018, the Company recorded a provision for loan losses of $964,000, which was 214.3% higher than the $307,000 recorded for the same period in 2017. The Company recorded net loan charge-offs of $1.5 million during the first quarter of 2018, compared to $100,000 of net loan recoveries in the first quarter of 2017. The increase in net loan charge-offs resulted primarily from further deterioration of two loan relationships identified as problem credits in prior periods.

As of March 31, 2018, the Company’s ratio of allowance for loan losses to total loans was 0.87%, compared to 0.89% and 1.05% at December 31, 2017 and March 31, 2017, respectively. Excluding Acquired Loans, the ratio of the allowance for loan losses to total loans was 1.40% at March 31, 2018, compared to 1.52% and 1.38% at December 31, 2017 and March 31, 2017, respectively. The ratio of nonperforming loans to total assets was 1.24% at March 31, 2018, compared to 1.12% at December 31, 2017.

Noninterest Income – The Company’s noninterest income was $3.5 million for the quarter ended March 31, 2018, $655,000, or 23.2%, higher than the $2.8 million earned for the same period in 2017. The increase resulted primarily from additional service fees and charges and bank card fees due to the SMB acquisition (up $718,000 and $415,000, respectively), which were partially offset by decreases in other income (down $228,000 due to lower recoveries on acquired assets) and the absence of any gain on the sale of banking centers in the 2018 period (down $210,000).

Noninterest Expense – The Company’s noninterest expense was $15.6 million for the three months ended March 31, 2018, $4.6 million, or 41.3%, higher than the $11.0 million recorded for the same period in 2017. Noninterest expense for the first quarter of 2018 includes merger-related expenses totaling $879,000 (pre-tax). The increase related primarily to the growth of the Company’s employee base, higher occupancy and data processing costs due to the SMB acquisition.

Income Taxes For the quarters ended March 31, 2018 and March 31, 2017, the Company incurred income tax expense of $2.0 million and $2.5 million, respectively. The Company’s effective tax rate was 20.9% and 32.9% during the first quarters of 2018 and 2017, respectively. The lower effective tax rate recorded during the first quarter of 2018 was the result of the Tax Act. The Tax Act reduced the federal corporate statutory tax rate from 35% to 21%. 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, 2017, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Asset/Liability Management and Market Risk”. Additional information at March 31, 2018 is included herein under Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Asset/Liability Management”.

38


Table of Contents
Item 4. Controls and Procedures.

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

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Securities Exchange Act of 1934) occurred during the first quarter of 2018 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, 2017 filed with the Securities and Exchange Commission.

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

The Company’s purchases of its common stock made during the quarter consisted of stock repurchases under the Company’s approved 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)

January 1 – January 31, 2018

$ 367,512

February 1 – February 28, 2018

41 43.56 41 367,471

March 1 – March 31, 2018

367,471

Total

41 $ 43.56 41 367,471

(1) On June 7, 2013, the Company announced the commencement of a stock repurchase program. Under the 2013 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 2016 plan, the Company can repurchase up to 365,000 shares, or approximately 5% of its common stock outstanding at the time of adoption, through open market or privately negotiated transactions.

Item 3. Defaults Upon Senior Securities .

None.

39


Table of Contents
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.
May 8, 2018 By:

/s/ John W. Bordelon

John W. Bordelon
President, Chief Executive Officer and Director
May 8, 2018 By:

/s/ Joseph B. Zanco

Joseph B. Zanco
Executive Vice President and Chief Financial Officer
May 8, 2018 By:

/s/ Mary H. Hopkins

Mary H. Hopkins
Home Bank, N.A. First Vice President and Director of Financial Management

41

TABLE OF CONTENTS