HOME BANCORP, INC. - Quarter Report: 2020 March (Form 10-Q)

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, 2020


☐			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)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock

HBCP

NASDAQ Stock Market

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 (or for such shorter period that the registrant was required to file such reports) 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 every Interactive Data File required to be submitted 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 such files). Yes ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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

☐

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 Exchange Act). Yes ☐ NO ☒

At May 8, 2020, the registrant had 9,008,183 shares of common stock, $0.01 par value, outstanding.

HOME BANCORP, INC. and SUBSIDIARY

TABLE OF CONTENTS

Page

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements (unaudited)

Consolidated Statements of Financial Condition

Consolidated Statements of Income

Consolidated Statements of Comprehensive Income

Consolidated Statements of Changes in Shareholders’ Equity

Consolidated Statements of Cash Flows

Notes to Unaudited Consolidated Financial Statements

Item 2.

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

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Mine Safety Disclosures

Item 5.

Other Information

Item 6.

Exhibits

SIGNATURES

HOME BANCORP, INC. and SUBSIDIARY

GLOSSARY OF DEFINED TERMS

Below is a listing of certain acronyms, abbreviations and defined terms, among others, used throughout this Quarterly Report on Form 10-Q, including in "Item 1. Financial Statements" and "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations." The terms "we," "our" or "us" refer to Home Bancorp, Inc. and its consolidated subsidiaries, unless the context otherwise requires.


ACL	–	Allowance for credit losses
ALL	–	Allowance for loan losses
ASC	–	Accounting Standards Codification
ASU	–	Accounting Standards Update
Bank	–	Home Bank, N.A., a wholly-owned subsidiary of the Company
BOLI	–	Bank-owned life insurance
bps	–	basis points, 100 basis points being equal to 1.0%
C&D	–	Construction and land
C&I	–	Commercial and industrial
CARES Act	–	Coronavirus Aid, Relief, and Economic Security Act
CECL	–	Current expected credit losses
Company	–	Home Bancorp, Inc., Louisiana corporation and the holding company for Home Bank, N.A.
COVID-19	–	The novel coronavirus
CRE	–	Commercial real estate
EPS	–	Earnings per common share
FASB	–	Financial Accounting Standards Board
FHLB	–	Federal Home Loan Bank
GAAP	–	Generally Accepted Accounting Principles
LTV	–	Loan-to-value
NPA(s)	–	Nonperforming asset(s)
OCI	–	Other comprehensive income
ORE	–	Other real estate
PCD	–	Purchased credit deteriorated
PCI	–	Purchased credit impaired
PPP	–	Paycheck Protection Program
SBA	–	Small Business Association
SEC	–	Securities and Exchange Commission
TDR	–	Troubled debt restructuring
TE	–	Taxable equivalent
U.S.	–	United States

HOME BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION


	(Unaudited)		(Audited)
	March 31,		December 31,
(dollars in thousands)	2020		2019
Assets
Cash and cash equivalents	$	64,102	$	39,847
Interest-bearing deposits in banks	449		449
Investment securities available for sale, at fair value	265,646		257,321
Investment securities held to maturity (fair values of $6,641 and $7,194, respectively)	6,607		7,149
Mortgage loans held for sale	9,753		6,990
Loans, net of unearned income	1,739,142		1,714,361
Allowance for loan losses	(28,490)		(17,868)
Total loans, net of unearned income and allowance for loan losses	1,710,652		1,696,493
Office properties and equipment, net	46,541		46,425
Cash surrender value of bank-owned life insurance	39,725		39,466
Goodwill and core deposit intangibles	64,119		64,472
Accrued interest receivable and other assets	41,007		41,853
Total Assets	2,248,601		2,200,465
Liabilities
Deposits:
Noninterest-bearing	455,512		437,828
Interest-bearing	1,401,989		1,383,147
Total Deposits	1,857,501		1,820,975
Other borrowings	5,539		5,539
Long-term Federal Home Loan Bank advances	54,319		40,620
Accrued interest payable and other liabilities	19,745		17,002
Total Liabilities	1,937,104		1,884,136
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; 9,067,920 and 9,252,418 shares issued and outstanding, respectively	91		93
Additional paid-in capital	167,249		168,545
Unallocated common stock held by:
Employee Stock Ownership Plan (ESOP)	(3,035)		(3,124)
Recognition and Retention Plan (RRP)	(28)		(35)
Retained earnings	141,798		150,158
Accumulated other comprehensive income	5,422		692
Total Shareholders’ Equity	311,497		316,329
Total Liabilities and Shareholders’ Equity	$	2,248,601	$	2,200,465

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

HOME BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	Three Months Ended March 31,
(dollars in thousands, except per share data)	2020		2019
Interest Income
Loans, including fees	$	23,699	$	23,198
Investment securities:
Taxable interest	1,308		1,653
Tax-exempt interest	104		155
Other investments and deposits	138		363
Total interest income	25,249		25,369
Interest Expense
Deposits	3,667		3,331
Other borrowings	53		53
Short-term Federal Home Loan Bank advances	3		—
Long-term Federal Home Loan Bank advances	203		263
Total interest expense	3,926		3,647
Net interest income	21,323		21,722
Provision for loan losses	6,257		390
Net interest income after provision for loan losses	15,066		21,332
Noninterest Income
Service fees and charges	1,464		1,467
Bank card fees	1,137		1,061
Gain on sale of loans, net	297		155
Income from bank-owned life insurance	259		165
Gain (loss) on sale of assets, net	2		(1)
Other income	199		318
Total noninterest income	3,358		3,165
Noninterest Expense
Compensation and benefits	9,416		9,098
Occupancy	1,736		1,606
Marketing and advertising	298		271
Data processing and communication	1,819		1,422
Professional services	213		239
Forms, printing and supplies	171		161
Franchise and shares tax	389		399
Regulatory fees	116		307
Foreclosed assets and ORE, net	17		241
Amortization of acquisition intangible	353		410
Other expenses	1,618		1,137
Total noninterest expense	16,146		15,291
Income before income tax expense	2,278		9,206
Income tax expense	373		1,316
Net Income	$	1,905	$	7,890
Earnings per share:
Basic	$	0.21	$	0.86
Diluted	$	0.21	$	0.85
Cash dividends declared per common share	$	0.22	$	0.20

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

HOME BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended March 31,
(dollars in thousands)	2020		2019
Net Income	$	1,905	$	7,890
Other Comprehensive Income
Unrealized gains on investment securities	5,987		1,772
Tax effect	(1,257)		(372)
Other comprehensive income, net of taxes	4,730		1,400
Comprehensive Income	$	6,635	$	9,290

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

HOME BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)


(dollars in thousands, except per share data)	Common stock		Additional Paid-in capital		Unallocated Common Stock Held by ESOP		Unallocated Common Stock Held by RRP		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Total
Balance, December 31, 2018	$	95	$	168,243	$	(3,481)	$	(58)	$	141,447	$	(2,206)	$	304,040
Net income									7,890				7,890
Other comprehensive income											1,400		1,400
Purchase of Company’s common stock at cost,134,005 shares	(1)		(1,339)						(3,445)				(4,785)
Cash dividends declared, $0.20 per share									(1,894)				(1,894)
Common Stock issued under incentive plans, net of shares surrendered in payment, including tax benefit, 1,440 shares	—		35										35
Exercise of stock options	1		1,676										1,677
RRP shares released for allocation			(7)				7						—
ESOP shares released for allocation			297		89								386
Share-based compensation cost			186										186
Balance, March 31, 2019	$	95	$	169,091	$	(3,392)	$	(51)	$	143,998	$	(806)	$	308,935
Balance, December 31, 2019	$	93	$	168,545	$	(3,124)	$	(35)	$	150,158	$	692	$	316,329
Cumulative effect of change in accounting principle due the adoption of ASC Topic 326, net of tax									(4,725)				(4,725)
Net income									1,905				1,905
Other comprehensive income											4,730		4,730
Purchase of Company’s common stock at cost, 188,341 shares	(2)		(1,881)						(3,505)				(5,388)
Cash dividends declared, $0.22 per share									(2,027)				(2,027)
Common Stock issued under incentive plans, net of shares surrendered in payment, including tax benefit, 2,138 shares	—		37						(8)				29
Exercise of stock options	—		30										30
RRP shares released for allocation			(7)				7						—
ESOP shares released for allocation			281		89								370
Share-based compensation cost			244										244
Balance, March 31, 2020	$	91	$	167,249	$	(3,035)	$	(28)	$	141,798	$	5,422	$	311,497

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

HOME BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Three Months Ended March 31,
(dollars in thousands)	2020		2019
Cash flows from operating activities:
Net income	$	1,905	$	7,890
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses	6,257		390
Depreciation	755		678
Amortization and accretion of purchase accounting valuations and intangibles	1,178		1,659
Net amortization of mortgage servicing asset	19		28
Federal Home Loan Bank stock dividends	(30)		(39)
Net amortization of discount on investments	635		446
Gain on loans sold, net	(297)		(155)
Proceeds, including principal payments, from loans held for sale	36,182		18,081
Originations of loans held for sale	(38,648)		(17,825)
Non-cash compensation	614		572
Deferred income tax (benefit) expense	(1,383)		186
Decrease (increase) in accrued interest receivable and other assets	594		(882)
Increase in cash surrender value of bank-owned life insurance	(259)		(165)
Increase in accrued interest payable and other liabilities	401		600
Net cash provided by operating activities	7,923		11,464
Cash flows from investing activities:
Purchases of securities available for sale	(21,996)		(21,035)
Proceeds from maturities, prepayments and calls on securities available for sale	19,065		15,244
Proceeds from maturities, prepayments and calls on securities held to maturity	500		1,700
Increase in loans, net	(25,071)		(1,560)
Reimbursement from FDIC for covered assets	—		142
Increase in interest-bearing deposits in banks	—		245
Proceeds from sale of foreclosed assets	1,854		31
Purchases of office properties and equipment	(873)		(584)
Proceeds from sale of office properties and equipment	4		—
Net cash used in investing activities	(26,517)		(5,817)
Cash flows from financing activities:
Increase in deposits, net	36,519		44,316
Borrowings on Federal Home Loan Bank advances	69,700		4,010
Repayments of Federal Home Loan Bank advances	(56,014)		(4,838)
Proceeds from exercise of stock options	30		1,677
Issuance of stock under incentive plans	29		35
Dividends paid to shareholders	(2,027)		(1,894)
Purchase of Company’s common stock	(5,388)		(4,785)
Net cash provided by financing activities	42,849		38,521
Net change in cash and cash equivalents	24,255		44,168
Cash and cash equivalents, beginning	39,847		59,618
Cash and cash equivalents, ending	$	64,102	$	103,786

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

HOME BANCORP, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The accompanying unaudited consolidated financial statements of 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. Certain reclassifications have been made to prior period balances to conform to the current period presentation. The results of operations for the three months ended March 31, 2020 and 2019 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 SEC for the year ended December 31, 2019.

Critical Accounting Policies and Estimates

Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties and could reflect materially different results under different assumptions and conditions. Methodologies the Company uses when applying critical accounting policies and developing critical accounting estimates are included in its Annual Report on Form 10-K for the year ended December 31, 2019.

During the first quarter of 2020, the Company adopted ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new standard significantly changed the impairment model for most financial assets that are measured at amortized cost, including off-balance sheet credit exposures, from an incurred loss model to an expected loss model. Determining the appropriateness of the allowance requires judgment by management about the effect of matters that are inherently uncertain. Changes in factors and forecasts used in evaluating the overall loan portfolio may result in significant changes in the allowance for credit losses and related provision expense in future periods. The allowance level is influenced by loan volumes, loan asset quality ratings, delinquency status, historical credit loss experience, loan performance characteristics, forecasted information and other conditions influencing loss expectations. Changes to the assumptions in the model in future periods could have a material impact on the Company's Consolidated Financial Statements. See Note 2 . Recent Accounting Pronouncements for a detailed discussion of the Company's methodologies for estimating expected credit losses.

There were no other material changes to the critical accounting policies disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019. 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.

2. Recent Accounting Pronouncements

Accounting Standards Adopted in 2020

On January 1, 2020, the Company adopted ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced a new model known as CECL. ASC Topic 326 requires financial assets measured on an amortized cost basis, including loans and held-to-maturity debt securities, to be presented at an amount net of an allowance for credit losses, which reflects expected losses for the full life of the financial asset. Unfunded lending commitments are also within the scope of this amendment. Under former GAAP, credit losses were not recognized until the occurrence of the loss was probable and entities, in general, did not attempt to estimate credit losses for the full life of financial assets.

ASC Topic 326 also amended the accounting model for purchased financial assets and replaced the guidance for PCI financial assets with the concept of PCD financial assets. For non-PCD assets, the CECL estimate is recognized through an ACL and provision for credit losses. For PCD assets, the CECL estimate is recognized through an ACL with an offset to the cost basis of the PCD asset at the date of acquisition. Subsequent changes in the ACL for PCD assets are recognized through a provision for loan losses. The financial assets formerly classified as PCI are now classified as PCD assets under ASC Topic 326. Under former GAAP, an allowance and related provision expense was only recorded for purchased financial assets if the amount of estimated probable losses exceeded the fair value discount for the financial assets.

In addition, ASC Topic 326 requires expected credit related losses for available-for-sale debt securities to be recorded through an ACL, while non-credit related losses will continue to be recognized through OCI. The guidance under ASC Topic 326 had no impact on the Company's available-for-sale debt securities at January 1 or March 31, 2020. Management determined that the declines in the fair value of these securities at such dates were not attributable to credit losses. The Company’s held-to-maturity debt securities are also required to utilize the CECL approach to estimate expected credit losses. The guidance under ASC Topic 326 had no impact on the Company's held-to-maturity debt securities at January 1 or March 31, 2020.

The Company applied the guidance under ASC Topic 326 using the modified retrospective approach for all non-PCD loans and unfunded lending commitments. Upon adoption on January 1, 2020, the Company recorded an after-tax decrease to retained earnings of $4.7 million. The transition adjustment included $3.6 million due to the increase in allowance for non-PCD loan losses and $2.4 million due to the ACL on unfunded lending commitments.

For PCD loans, formerly classified as PCI, the Company applied the guidance under ASC Topic 326 using the prospective transition approach. As a result, the Company adjusted the amortized cost basis of the PCD loans to reclassify $1.0 million of purchase discount to the ALL on January 1, 2020.

The results for reporting periods beginning January 1, 2020 are presented under ASC Topic 326, while prior period amounts continue to be reported in accordance with previously applicable GAAP. The following table illustrates the impact of ASC Topic 326.


(dollars in thousands)	December 31, 2019		ASC Topic 326 Adoption Impact		January 1, 2020
Allowance for credit losses
One- to four-family first mortgage	$	2,715	$	986	$	3,701
Home equity loans and lines	1,084		(1)		1,083
Commercial real estate	6,541		1,974		8,515
Construction and land	2,670		519		3,189
Multi-family residential	572		(245)		327
Commercial and industrial	3,694		1,243		4,937
Consumer	592		157		749
Total allowance for loan losses	17,868		4,633		22,501

Unfunded lending commitments⁽¹⁾	—		2,365		2,365
Total allowance for credit losses	$	17,868	$	6,998	$	24,866

Retained Earnings
Total allowance increase			$	6,998
Balance sheet reclassification⁽²⁾			(996)
Decrease to retained earnings, pre-tax			6,002
Tax effect			(1,277)
Decrease to retained earnings, net of tax effect			$	4,725

(1)The ACL for unfunded lending commitments is recorded within accrued interest payable and other liabilities on the Consolidated Statements of Financial Condition. The related provision for credit losses for unfunded lending commitments is recorded within other noninterest expense on the Consolidated Statements of Income.

(2)For PCD loans, formerly classified as PCI, the Company applied the guidance under CECL using the prospective transition approach. As a result, the Company adjusted the amortized cost basis of the PCD loans to reclassify the purchase discount to the ALL on January 1, 2020.

Under ASC Topic 326, the ACL is measured on a pool basis when similar risk characteristics exist and is maintained at an amount which management believes is a current estimate of the expected credit losses for the full life of the relevant pool of loans and related unfunded lending commitments. The Company's CECL calculation estimates loan losses using the discounted cash flow method for all loan pools, except for the Company's credit card portfolio. Loan losses for the credit card portfolio are estimated using the remaining life method due to the limited complexity and size of this portfolio. The discounted cash flow analysis uses loan-level term information (e.g., maturity date, payment amount, interest rate, etc.) and pool-level assumptions (e.g., default rates, prepayment speeds, etc.) to produce expected future cash flows for the full life of every loan in the pool. The expected future cash flows are discounted and results are then aggregated to produce a net present value of the pool and ultimately the ACL requirement for the pool. The remaining life method applies a loss rate to a given pool of loans over the estimate remaining life of the given pool. The remaining life of the pool is based on historical data. The loss rates computed for each pool and expected pool-level funding rates are applied to the related unfunded lending commitments to calculate an ACL on unfunded amounts. For each pool of loans, management also evaluates and applies qualitative adjustments to the calculated ACL based on several factors, including, but not limited to, changes in current and expected future economic conditions, changes in industry experience and loan concentrations, changes in the volume and severity of nonperforming assets, changes in lending policies and personnel and changes in the competitive and regulatory environment of the banking industry.

Loans that do not share similar risk characteristics are individually evaluated and are excluded from the pooled loan analysis. Individually analyzed loans generally include larger commercial real estate loans, multi-family residential loans, construction and land loans, commercial and industrial loans and other loans as deem appropriate by management for which it is probable that all the amounts due under the contractual terms of the loan will not be collected. The ACL for loans that are individually evaluated is based on a comparison of the recorded investment in the loan with either the expected cash flows discounted using

the loan’s original effective interest rate, observable market price for the loan or the fair value of the collateral underlying certain collateral-dependent loans. In addition, management considers reasonable and supportable forecasted conditions to estimate the ACL on loans individually evaluated for impairment.

The Company has identified the following portfolio segments based on the risk characteristics described in the table for its pooled loan analysis under ASC Topic 326:


Loan Pool						Risk Characteristics
One- to four-family first mortgage						This category consists of loans secured by first liens on residential real estate. The performance of these loans may be adversely affected by, among other factors, unemployment rates, local residential real estate market conditions and the interest rate environment. Generally, these loans are for longer terms than home equity loans and lines.
Home equity loans and lines						This category consists of loans secured by first and junior liens on residential real estate. The performance of these loans may be adversely affected by, among other factors, unemployment rates, local residential real estate market conditions and the interest rate environment.
Commercial real estate						This category consists of loans primarily secured by office and industrial buildings, warehouses, retail shopping facilities and various special purpose properties, including hotels and restaurants. The performance of CRE loans may be adversely affected by, among other factors, conditions specific to the relevant industry, the real estate market for the property type and geographic region where the property or borrower is located.
Commercial real estate - energy						We created an additional pool for energy-related CRE loans due to the relatively higher levels of volatility in the local energy-related industry. Our business is geographically concentrated in south Louisiana and west Mississippi, which are areas where the oil and gas industry has a significant presence. Low prices in crude oil and gas, among other factors, could cause a downturn in the local economy. Elevated losses within this loan pool could signal future increases in credit risk in the corresponding loan pool.
Construction and land						This category consists of loans to finance the ground-up construction and/or improvement of residential and commercial properties and loans secured by land. The performance of C&D loans is generally dependent upon the successful completion of improvements and/or land development for the end user, the sale of the property to a third party, or a secondary source of cash flow from the owners. The successful completion of planned improvements and development may be adversely affected by changes in the estimated property value upon completion of construction, projected costs and other conditions leading to project delays.
Multi-family residential						This category consists of loans secured by apartment or residential buildings with five or more units used to accommodate households on a temporary or permanent basis. The performance of multi-family loans is generally dependent on the receipt of rental income from the tenants who occupy the subject property. The occupancy rate of the subject property and the ability of the tenants to pay rent may be adversely affected by the location of the subject property and local economic conditions.
Commercial and industrial						This category consists of secured and unsecured loans to purchase capital equipment, agriculture operating loans and other business loans for working capital and operating purposes. Secured loans are primarily secured by accounts receivable, inventory and other business assets. The performance of C&I loans may be adversely affected by, among other factors, conditions specific to the relevant industry, fluctuations in the value of the collateral and individual performance factors related to the borrower.
Commercial and industrial - energy						We created an additional pool for energy-related C&I loans due to the relatively higher levels of volatility in the local energy-related industry. Low prices in crude oil and gas, among other factors, could cause a downturn in the local economy. Elevated losses within this loan pool could signal future increases in credit risk in the corresponding loan pool.
Consumer						This category consists of loans to individuals for household, family and other personal use. The performance of these loans may be adversely affected by national and local economic conditions, unemployment rates and other factors affecting the borrower's income available to service the debt.


Credit cards						This category consists of unsecured revolving lines of credit for personal and commercial use. Credit card loans are generally smaller in size and are less complex relative to larger loan categories. Due to their unsecured nature, historical loss rates for credit card loans are generally higher than the loss rates on loans secured by real estate.

In August 2018, the FASB issued ASU No. 2018-13, “Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” The ASU removed, modified and added certain disclosure requirements for fair value measurements. Under the ASU, public entities are no longer required to disclose the valuation processes for Level 3 fair value measurements, but will be required to disclose the range and weighted average used to develop significant unobservable inputs and the change in unrealized gains and losses included in other comprehensive income for Level 3 fair value measurements. The ASU also removed the requirement to disclose transfers between Level 1 and Level 2 fair value measurements and the policy for those transfers. ASU No. 2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019 and did not impact our Consolidated Financial Statements, as the update only revises disclosure requirements.

Issued but Not Yet Adopted Accounting Standards

In December 2019, the FASB issued ASU No. 2019-12, "Simplifying the Accounting for Income Taxes (Topic 740)." The amendments in this ASU simplified the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improved the consistent application of and simplified GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The amendments in the ASU are effective for fiscal years and interim periods beginning after December 15, 2020. The Company does not expect the adoption of this ASU to impact the Consolidated Financial Statements.

3. Investment Securities

The following table summarizes the Company’s available-for-sale and held-to-maturity investment securities at March 31, 2020 and December 31, 2019.


(dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses						Fair Value
March 31, 2020					Less Than 1 Year		Over 1 Year
Available for sale:
U.S. agency mortgage-backed	$	103,400	$	3,619	$	35	$	—	$	106,984
Collateralized mortgage obligations	131,485		3,450		169		30		134,736
Municipal bonds	15,189		204		159		—		15,234
U.S. government agency	6,709		12		74		8		6,639
Corporate bonds	2,000		53		—		—		2,053
Total available for sale	$	258,783	$	7,338	$	437	$	38	$	265,646
Held to maturity:
Municipal bonds	$	6,607	$	35	$	1	$	—	$	6,641
Total held to maturity	$	6,607	$	35	$	1	$	—	$	6,641


(dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses						Fair Value
December 31, 2019					Less Than 1 Year		Over 1 Year
Available for sale:
U.S. agency mortgage-backed	$	94,446	$	1,081	$	292	$	63	$	95,172
Collateralized mortgage obligations	142,408		701		300		358		142,451
Municipal bonds	15,895		166		56		—		16,005
U.S. government agency	3,696		11		4		10		3,693
Total available for sale	$	256,445	$	1,959	$	652	$	431	$	257,321
Held to maturity:
Municipal bonds	$	7,149	$	45	$	—	$	—	$	7,194
Total held to maturity	$	7,149	$	45	$	—	$	—	$	7,194

The estimated fair value and amortized cost by contractual maturity of the Company’s investment securities as of March 31, 2020 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
Available for sale:
U.S. agency mortgage-backed	$	98	$	16,478	$	52,563	$	37,845	$	106,984
Collateralized mortgage obligations	1,753		7,880		36,395		88,708		134,736
Municipal bonds	399		4,779		5,894		4,162		15,234
U.S. government agency	—		—		6,177		462		6,639
Corporate bonds	—		—		2,053		—		2,053
Total securities available for sale	$	2,250	$	29,137	$	103,082	$	131,177	$	265,646
Held to maturity:
Municipal bonds	$	—	$	2,947	$	3,694	$	—	$	6,641
Total securities held to maturity	$	—	$	2,947	$	3,694	$	—	$	6,641

(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
Available for sale:
U.S. agency mortgage-backed	$	97	$	15,980	$	50,503	$	36,820	$	103,400
Collateralized mortgage obligations	1,752		7,628		34,763		87,342		131,485
Municipal bonds	396		4,756		5,903		4,134		15,189
U.S. government agency	—		—		6,239		470		6,709
Corporate bonds	—		—		2,000		—		2,000
Total securities available for sale	$	2,245	$	28,364	$	99,408	$	128,766	$	258,783
Held to maturity:
Municipal bonds	$	—	$	2,942	$	3,665	$	—	$	6,607
Total securities held to maturity	$	—	$	2,942	$	3,665	$	—	$	6,607

Management evaluates securities for impairment from credit losses at least quarterly, and more frequently when economic and market conditions warrant such evaluations. Consideration is given to numerous factors including, but not limited to, the extent

to which the fair value is less than the amortized cost basis; adverse conditions causing changes in the financial condition of the issuer of the security or underlying loan guarantors; changes to the rating of the security by a rating agency; and 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 determine whether the decline in the fair value of securities has resulted from credit losses or other factors. 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. If this evaluation indicates the existence of credit losses, the Company compares the present value of cash flows expected to be collected from the security with the amortized cost basis. If the present value of expected cash flows is less than the amortized cost basis, an ACL is recorded, limited by the amount that the fair value of the security is less than its amortized cost.

The Company's investment securities with unrealized losses, aggregated by type and length of time that individual securities have been in a continuous loss position, are summarized in the following tables.


(dollars in thousands)	Less Than 1 Year						Over 1 Year						Total
March 31, 2020	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Securities available for sale:
U.S. agency mortgage-backed	$	2,087	$	35	$	—	$	—	$	2,087	$	35
Collateralized mortgage obligations	2,637		169		2,876		30		5,513		199
Municipal bonds	3,759		159		—		—		3,759		159
U.S. government agency	4,222		74		462		8		4,684		82
Corporate bonds	—		—		—		—		—		—
Total available for sale	$	12,705	$	437	$	3,338	$	38	$	16,043	$	475
Held to maturity:
Municipal bonds	$	1,031	$	1	$	—	$	—	$	1,031	$	1
Total held to maturity	$	1,031	$	1	$	—	$	—	$	1,031	$	1


(dollars in thousands)	Less Than 1 Year						Over 1 Year						Total
December 31, 2019	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Securities available for sale:
U.S. agency mortgage-backed	$	28,847	$	292	$	5,148	$	63	$	33,995	$	355
Collateralized mortgage obligations	50,004		300		37,131		358		87,135		658
Municipal bonds	3,044		56		—		—		3,044		56
U.S. government agency	1,213		4		466		10		1,679		14
Total available for sale	$	83,108	$	652	$	42,745	$	431	$	125,853	$	1,083
Held to maturity:
Municipal bonds	$	—	$	—	$	—	$	—	$	—	$	—
Total held to maturity	$	—	$	—	$	—	$	—	$	—	$	—

At March 31, 2020, 32 of the Company’s available-for-sale investment securities had unrealized losses totaling 2.7% of the individual securities’ amortized cost basis and 0.2% of the Company’s total amortized cost basis of the investment securities portfolio. At such date, 4 of the 32 securities had been in a continuous loss position for over 12 months. Management has determined that the declines in the fair value of these securities were not attributable to credit losses. As a result, no ACL was recorded for available-for-sale investment securities at March 31, 2020.

At March 31, 2020, it was determined that no ACL was required for the Company's held-to-maturity investment securities.

Accrued interest receivable on the Company's investment securities was $840,000 and $894,000 at March 31, 2020 and December 31, 2019, respectively. These amounts are recorded in accrued interest receivable and other assets on the Consolidated Statements of Financial Condition.

At March 31, 2020 and December 31, 2019, the Company had $178,551,000 and $157,091,000, 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)	2020		2019
Numerator:
Net income available to common shareholders	$	1,905	$	7,890
Denominator:
Weighted average common shares outstanding	8,883		9,130
Effect of dilutive securities:
Restricted stock	13		16
Stock options	31		108
Weighted average common shares outstanding – assuming dilution	8,927		9,254
Basic earnings per common share	$	0.21	$	0.86
Diluted earnings per common share	$	0.21	$	0.85

Options on 96,750 and 75,135 shares of common stock were not included in the computation of diluted EPS for the three months ended March 31, 2020 and 2019, respectively, because the effect of these shares was anti-dilutive.

5. Credit Quality and Allowance for Credit 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. For reporting periods prior to January 1, 2020, the Company maintained an ALL on originated loans that represented management’s estimate of probable losses incurred in this portfolio category. For reporting periods beginning on and after January 1, 2020, the Company maintains an ACL on all loans that reflects management's estimate of expected credit losses for the full life of the loan portfolio due to the adoption of the guidance under ASC Topic 326. Refer to Note 2 for more information on the adoption of ASC Topic 326.

Acquired Loans

Loans that were acquired as a result of business combinations are referred to as “acquired loans.” The Company's acquired loans were purchased prior to the adoption of ASC Topic 326 on January 1, 2020 and were recorded at estimated fair value at the acquisition date with no carryover of the related ALL. The acquired loans were segregated between those considered to be performing and those with evidence of credit deterioration (purchased credit impaired or "PCI"), 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 PCI 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 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.

For reporting periods beginning on and after January 1, 2020 and the adoption of ASC Topic 326:

Management estimates the ACL for acquired loans under the same methodology as originated loans. Changes in the ACL for acquired loans are recognized through the provision for loan losses and the provision for credit losses on unfunded lending commitments.

ASC Topic 326 replaced the guidance for PCI loans with the concept of purchased credit deteriorated ("PCD"). For reporting periods beginning on and after January 1, 2020, PCI loans have been re-classified as PCD loans. For PCD loans, the Company applied the guidance under ASC Topic 326 using the prospective transition approach. As a result, the Company adjusted the

amortized cost basis of the PCD loans to reclassify $1.0 million of purchase discount to the ALL on January 1, 2020. The Company applied the guidance under ASC Topic 326 using the modified retrospective approach for all non-PCD assets, which resulted in an increase in the ALL and a corresponding decrease to retained earnings. Refer to Note 2 for more information on the adoption of ASC Topic 326.

PCD loans, under prior accounting policies, were excluded from nonperforming loans because they continued to earn interest income from the accretable yield at the pool level. With the adoption of ASC Topic 326, the pools were discontinued and performance is based on contractual terms for individual loans.

For reporting periods prior to January 1, 2020 and the adoption of ASC Topic 326:

Management estimated the ALL for acquired performing loans using a methodology similar to that used for originated loans. The allowance determined for each loan pool was compared to the remaining fair value discount for that pool. If the allowance amount calculated under the Company’s methodology was greater than the Company’s remaining discount, the additional amount called for was added to the reported allowance through a provision for loan losses. If the allowance amount calculated under the Company’s methodology was less than the Company’s recorded discount, no additional allowance or provision was recognized. Actual losses first reduced any remaining nonaccretable discount for the loan pool. Once the nonaccretable discount was fully depleted, losses were applied against the allowance established for that pool. Acquired performing loans were placed on nonaccrual status and were 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 a PCI loan pool over the pool’s estimated fair value at acquisition was referred to as the accretable yield and was recognized in interest income using an effective yield method over the remaining life of the pool. Each pool of PCI loans was accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows.

Management estimated cash flows expected to be collected on each PCI loan pool periodically. If the present value of expected cash flows for a pool was less than its carrying value, an impairment was recognized by an increase in the ALL and a charge to the provision for loan losses. If the present value of expected cash flows for a pool was greater than its carrying value, any previously established ALL was reversed and any remaining difference increased the accretable yield, which was taken into interest income over the remaining life of the loan pool. PCI loans were generally not subject to individual evaluation for impairment and were not reported with impaired loans, even if they otherwise qualified for such treatment.

The Company’s loans, net of unearned income, consisted of the following as of the dates indicated.


(dollars in thousands)	March 31, 2020		December 31, 2019
Real estate loans:
One- to four-family first mortgage	$	420,206	$	430,820
Home equity loans and lines	78,011		79,812
Commercial real estate	736,694		722,807
Construction and land	205,392		195,748
Multi-family residential	57,333		54,869
Total real estate loans	1,497,636		1,484,056
Other loans:
Commercial and industrial	198,236		184,701
Consumer	43,270		45,604
Total other loans	241,506		230,305
Total loans	$	1,739,142	$	1,714,361

The net discount on the Company’s loans was $9,937,000 and $12,315,000 at March 31, 2020 and December 31, 2019, respectively, of which $3,756,000 and $5,664,000 for the same time periods, respectively, were related to loans acquired with deteriorated credit quality. In addition, loan balances as of March 31, 2020 and December 31, 2019 are reported net of unearned income of $3,141,000 and $3,114,000, respectively.

Accrued interest receivable on the Company's loans was $6,687,000 and $6,575,000 at March 31, 2020 and December 31, 2019, respectively, and is excluded from the estimate of the ACL. These amounts are recorded in accrued interest receivable and other assets on the Consolidated Statements of Financial Condition.

Allowance for Credit Losses

The ACL, which includes the ALL and the ACL on unfunded lending commitments, and recorded investment in loans as of the dates indicated are as follows.


	March 31, 2020
(dollars in thousands)	Collectively Evaluated for Impairment		Individually Evaluated for Impairment		Acquired with Deteriorated Credit Quality		Total
Allowance for credit losses:
One- to four-family first mortgage	$	3,834	$	37	$	225	$	4,096
Home equity loans and lines	1,085		461		17		1,563
Commercial real estate	10,942		298		702		11,942
Construction and land	3,405		481		18		3,904
Multi-family residential	520		—		38		558
Commercial and industrial	4,418		914		18		5,350
Consumer	1,076		—		1		1,077
Total allowance for loan losses	$	25,280	$	2,191	$	1,019	$	28,490

Unfunded lending commitments⁽³⁾	3,094		—		—		3,094
Total allowance for credit losses	$	28,374	$	2,191	$	1,019	$	31,584


	March 31, 2020
(dollars in thousands)	Collectively Evaluated for Impairment		Individually Evaluated for Impairment		Acquired with Deteriorated Credit Quality⁽¹⁾		Total
Loans:
One- to four-family first mortgage	$	418,486	$	742	$	978	$	420,206
Home equity loans and lines	76,622		763		626		78,011
Commercial real estate	725,818		6,043		4,833		736,694
Construction and land	204,342		608		442		205,392
Multi-family residential	57,145		—		188		57,333
Commercial and industrial	196,058		1,820		358		198,236
Consumer	43,246		—		24		43,270
Total loans	$	1,721,717	$	9,976	$	7,449	$	1,739,142


	December 31, 2019
(dollars in thousands)	Collectively Evaluated for Impairment		Individually Evaluated for Impairment		Acquired with Deteriorated Credit Quality		Total
Allowance for loan losses:
One- to four-family first mortgage	$	2,715	$	—	$	—	$	2,715
Home equity loans and lines	736		348		—		1,084
Commercial real estate	6,243		298		—		6,541
Construction and land	2,670		—		—		2,670
Multi-family residential	572		—		—		572
Commercial and industrial	2,969		701		24		3,694
Consumer	592		—				592
Total allowance for loan losses	$	16,497	$	1,347	$	24	$	17,868

	December 31, 2019
(dollars in thousands)	Collectively Evaluated for Impairment		Individually Evaluated for Impairment		Acquired with Deteriorated Credit Quality⁽²⁾		Total
Loans:
One- to four-family first mortgage	$	429,745	$	187	$	888	$	430,820
Home equity loans and lines	78,446		784		582		79,812
Commercial real estate	711,282		6,518		5,007		722,807
Construction and land	195,374		—		374		195,748
Multi-family residential	54,690		—		179		54,869
Commercial and industrial	183,141		1,223		337		184,701
Consumer	45,573		—		31		45,604
Total loans	$	1,698,251	$	8,712	$	7,398	$	1,714,361

(1)At March 31, 2020, loans acquired with deteriorated credit quality were deem to be PCD and were accounted for under ASC Topic 326. Refer to Note 2 for more information on the adoption of ASC Topic 326.

(2)At December 31, 2019, loans acquired with deteriorated credit quality were deemed to be PCI and were accounted for under ASC 310-30.

(3)At March 31, 2020, $3.1 million of the ACL related to unfunded lending commitments of $327.9 million. The ACL on unfunded lending commitments is recorded within accrued interest payable and other liabilities on the Consolidated Statements of Financial Condition and the related provision is recorded in other noninterest expense on the Consolidated Statements of Income.

A summary of activity in the ACL and ALL for the three months ended March 31, 2020 and March 31, 2019 follows.


	Three Months Ended March 31, 2020
(dollars in thousands)	Beginning Balance		ASC Topic 326 Adoption Impact⁽¹⁾		Charge-offs		Recoveries		Provision		Ending Balance
Allowance for credit losses:
One- to four-family first mortgage	$	2,715	$	986	$	(46)	$	1	$	440	$	4,096
Home equity loans and lines	1,084		(1)		(130)		4		606		1,563
Commercial real estate	6,541		1,974		—		—		3,427		11,942
Construction and land	2,670		519		—		55		660		3,904
Multi-family residential	572		(245)		—		—		231		558
Commercial and industrial	3,694		1,243		(71)		13		471		5,350
Consumer	592		157		(141)		47		422		1,077
Total allowance for loan losses	$	17,868	$	4,633	$	(388)	$	120	$	6,257	$	28,490

Unfunded lending commitments	—		2,365		—		—		729		3,094
Total allowance for credit losses	$	17,868	$	6,998	$	(388)	$	120	$	6,986	$	31,584

(1)On January 1, 2020 the Company adopted ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced a new model known as CECL. Refer to Note 2 for more information on the adoption of ASC Topic 326.


	Three Months Ended March 31, 2019
(dollars in thousands)	Beginning Balance		Charge-offs		Recoveries		Provision		Ending Balance
Allowance for loan losses:
One- to four-family first mortgage	$	2,136	$	—	$	—	$	246	$	2,382
Home equity loans and lines	1,079		—		2		(20)		1,061
Commercial real estate	6,125		(128)		—		414		6,411
Construction and land	2,285		—		—		19		2,304
Multi-family residential	550		—		—		(79)		471
Commercial and industrial	3,228		(32)		3		5		3,204
Consumer	945		(20)		7		(195)		737
Total allowance for loan losses	$	16,348	$	(180)	$	12	$	390	$	16,570

Credit Quality

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


	March 31, 2020
(dollars in thousands)	Pass		Special Mention		Substandard		Doubtful		Total
Originated loans:
One- to four-family first mortgage	$	246,758	$	1,076	$	2,106	$	—	$	249,940
Home equity loans and lines	55,639		93		1,048		—		56,780
Commercial real estate	537,226		765		10,356		—		548,347
Construction and land	176,221		9,336		1,257		—		186,814
Multi-family residential	51,388		—		—		—		51,388
Commercial and industrial	167,034		2,153		2,578		—		171,765
Consumer	34,637		138		109		—		34,884
Total originated loans	$	1,268,903	$	13,561	$	17,454	$	—	$	1,299,918
Acquired loans:
One- to four-family first mortgage	$	164,379	$	1,127	$	4,760	$	—	$	170,266
Home equity loans and lines	21,086		65		80		—		21,231
Commercial real estate	176,950		1,689		9,708		—		188,347
Construction and land	16,709		737		1,132		—		18,578
Multi-family residential	5,362		365		218		—		5,945
Commercial and industrial	22,714		42		3,715		—		26,471
Consumer	8,120		115		151		—		8,386
Total acquired loans	$	415,320	$	4,140	$	19,764	$	—	$	439,224
Total loans:
One- to four-family first mortgage	$	411,137	$	2,203	$	6,866	$	—	$	420,206
Home equity loans and lines	76,725		158		1,128		—		78,011
Commercial real estate	714,176		2,454		20,064		—		736,694
Construction and land	192,930		10,073		2,389		—		205,392
Multi-family residential	56,750		365		218		—		57,333
Commercial and industrial	189,748		2,195		6,293		—		198,236
Consumer	42,757		253		260		—		43,270
Total loans	$	1,684,223	$	17,701	$	37,218	$	—	$	1,739,142


	December 31, 2019
(dollars in thousands)	Pass		Special Mention		Substandard		Doubtful		Total
Originated loans:
One- to four-family first mortgage	$	248,483	$	730	$	2,133	$	—	$	251,346
Home equity loans and lines	56,029		53		882		—		56,964
Commercial real estate	517,615		207		11,317		—		529,139
Construction and land	164,310		8,107		1,270		—		173,687
Multi-family residential	48,661		—		—		—		48,661
Commercial and industrial	153,286		—		2,438		—		155,724
Consumer	35,545		46		89		—		35,680
Total originated loans	$	1,223,929	$	9,143	$	18,129	$	—	$	1,251,201
Acquired loans:
One- to four-family first mortgage	$	173,482	$	1,429	$	4,563	$	—	$	179,474
Home equity loans and lines	22,370		128		350		—		22,848
Commercial real estate	181,090		1,593		10,985		—		193,668
Construction and land	19,877		747		1,437		—		22,061
Multi-family residential	5,487		502		219		—		6,208
Commercial and industrial	24,856		56		4,065		—		28,977
Consumer	9,668		166		90		—		9,924
Total acquired loans	$	436,830	$	4,621	$	21,709	$	—	$	463,160
Total loans:
One- to four-family first mortgage	$	421,965	$	2,159	$	6,696	$	—	$	430,820
Home equity loans and lines	78,399		181		1,232		—		79,812
Commercial real estate	698,705		1,800		22,302		—		722,807
Construction and land	184,187		8,854		2,707		—		195,748
Multi-family residential	54,148		502		219		—		54,869
Commercial and industrial	178,142		56		6,503		—		184,701
Consumer	45,213		212		179		—		45,604
Total loans	$	1,660,759	$	13,764	$	39,838	$	—	$	1,714,361

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, 2020
(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	$	1,706	$	644	$	956	$	3,306	$	246,634	$	249,940
Home equity loans and lines	406		46		285		737		56,043		56,780
Commercial real estate	3,007		—		7,584		10,591		537,756		548,347
Construction and land	—		100		1,157		1,257		185,557		186,814
Multi-family residential	—		—		—		—		51,388		51,388
Total real estate loans	5,119		790		9,982		15,891		1,077,378		1,093,269
Other loans:
Commercial and industrial	711		112		882		1,705		170,060		171,765
Consumer	352		8		56		416		34,468		34,884
Total other loans	1,063		120		938		2,121		204,528		206,649
Total originated loans	$	6,182	$	910	$	10,920	$	18,012	$	1,281,906	$	1,299,918
Acquired loans:
Real estate loans:
One- to four-family first mortgage	$	3,762	$	1,059	$	1,520	$	6,341	$	163,925	$	170,266
Home equity loans and lines	291		24		62		377		20,854		21,231
Commercial real estate	2,484		61		1,873		4,418		183,929		188,347
Construction and land	185		—		875		1,060		17,518		18,578
Multi-family residential	260		111		—		371		5,574		5,945
Total real estate loans	6,982		1,255		4,330		12,567		391,800		404,367
Other loans:
Commercial and industrial	456		—		698		1,154		25,317		26,471
Consumer	207		35		110		352		8,034		8,386
Total other loans	663		35		808		1,506		33,351		34,857
Total acquired loans	$	7,645	$	1,290	$	5,138	$	14,073	$	425,151	$	439,224
Total loans:
Real estate loans:
One- to four-family first mortgage	$	5,468	$	1,703	$	2,476	$	9,647	$	410,559	$	420,206
Home equity loans and lines	697		70		347		1,114		76,897		78,011
Commercial real estate	5,491		61		9,457		15,009		721,685		736,694
Construction and land	185		100		2,032		2,317		203,075		205,392
Multi-family residential	260		111		—		371		56,962		57,333
Total real estate loans	12,101		2,045		14,312		28,458		1,469,178		1,497,636
Other loans:
Commercial and industrial	1,167		112		1,580		2,859		195,377		198,236
Consumer	559		43		166		768		42,502		43,270
Total other loans	1,726		155		1,746		3,627		237,879		241,506
Total loans	$	13,827	$	2,200	$	16,058	$	32,085	$	1,707,057	$	1,739,142


	December 31, 2019
(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	$	1,524	$	173	$	967	$	2,664	$	248,682	$	251,346
Home equity loans and lines	174		—		98		272		56,692		56,964
Commercial real estate	1,124		1,448		8,056		10,628		518,511		529,139
Construction and land	—		—		1,171		1,171		172,516		173,687
Multi-family residential	—		—		—		—		48,661		48,661
Total real estate loans	2,822		1,621		10,292		14,735		1,045,062		1,059,797
Other loans:
Commercial and industrial	213		100		869		1,182		154,542		155,724
Consumer	533		57		34		624		35,056		35,680
Total other loans	746		157		903		1,806		189,598		191,404
Total originated loans	$	3,568	$	1,778	$	11,195	$	16,541	$	1,234,660	$	1,251,201
Acquired loans:
Real estate loans:
One- to four-family first mortgage	$	4,555	$	1,116	$	1,108	$	6,779	$	172,695	$	179,474
Home equity loans and lines	267		93		330		690		22,158		22,848
Commercial real estate	337		466		1,945		2,748		190,920		193,668
Construction and land	413		—		1,170		1,583		20,478		22,061
Multi-family residential	—		—		—		—		6,208		6,208
Total real estate loans	5,572		1,675		4,553		11,800		412,459		424,259
Other loans:
Commercial and industrial	3		57		792		852		28,125		28,977
Consumer	259		127		60		446		9,478		9,924
Total other loans	262		184		852		1,298		37,603		38,901
Total acquired loans	$	5,834	$	1,859	$	5,405	$	13,098	$	450,062	$	463,160
Total loans:
Real estate loans:
One- to four-family first mortgage	$	6,079	$	1,289	$	2,075	$	9,443	$	421,377	$	430,820
Home equity loans and lines	441		93		428		962		78,850		79,812
Commercial real estate	1,461		1,914		10,001		13,376		709,431		722,807
Construction and land	413		—		2,341		2,754		192,994		195,748
Multi-family residential	—		—		—		—		54,869		54,869
Total real estate loans	8,394		3,296		14,845		26,535		1,457,521		1,484,056
Other loans:
Commercial and industrial	216		157		1,661		2,034		182,667		184,701
Consumer	792		184		94		1,070		44,534		45,604
Total other loans	1,008		341		1,755		3,104		227,201		230,305
Total loans	$	9,402	$	3,637	$	16,600	$	29,639	$	1,684,722	$	1,714,361

The Company did not have any loans greater than 90 days past due and accruing at March 31, 2020. At December 31, 2019, excluding PCI loans, the Company did not have any loans greater than 90 days past due and accruing .

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


	March 31, 2020								December 31, 2019
(dollars in thousands)	With Related Allowance		Without Related Allowance		Total⁽¹⁾		Total⁽²⁾
Nonaccrual loans:
One- to four-family first mortgage	$	4,377	$	94	$	4,471	$	3,948
Home equity loans and lines	1,130		—		1,130		1,244
Commercial real estate	15,616		18		15,634		13,325
Construction and land	2,143		—		2,143		2,469
Multi-family residential	116		—		116		—
Commercial and industrial	2,879		284		3,163		3,224
Consumer	264		—		264		176
Total	$	26,525	$	396	$	26,921	$	24,386

⁽¹⁾Due to the adoption of ASC Topic 326, PCD loans of $2.3 million are included in nonaccrual loans at March 31, 2020. Prior to January 1, 2020, these loans were classified as PCI and excluded from nonperforming loans because they continued to earn interest income from the accretable yield at the pool level. At adoption, the pools were discontinued and performance is based on contractual terms for individual loans.

⁽²⁾PCI loans which were being accounted for under ASC 310-30 were excluded from nonaccrual loans because they continued to earn interest from accretable yield regardless of their status as past due or otherwise not in compliance with their contractual terms. PCI loans which were being accounted for under ASC 310-30 and which were 90 days or more past due totaled and $2.2 million as of December 31, 2019.

All payments received while on nonaccrual status are applied against the principal balance of nonaccrual loans. The Company does not recognize interest income while loans are on nonaccrual status.

Collateral Dependent Loans

The Company held loans that were individually evaluated for impairment at March 31, 2020 for which the repayment, on the basis of our assessment at the reporting date, is expected to be provided substantially through the operation or sale of the collateral and the borrower is experiencing financial difficulty. The ACL for these collateral-dependent loans is primarily based on the fair value of the underlying collateral at the reporting date. The following describes the types of collateral that secure collateral dependent loans:

•One- to four-family first mortgages are primarily secured by first liens on residential real estate.

•Home equity loans and lines are primarily secured by first and junior liens on residential real estate.

•Commercial real estate loans are primarily secured by office and industrial buildings, warehouses, retail shopping facilities and various special purpose properties, including hotels and restaurants.

•Construction and land loans are primarily secured by residential and commercial properties, which are under construction and/or redevelopment, and by raw land.

•Commercial and industrial loans considered collateral dependent are primarily secured by accounts receivable, inventory and equipment.

The table below summarizes collateral dependent loans and the related ACL at March 31, 2020 for which the borrower is experiencing financial difficulty.


(dollars in thousands)	Loans		ACL
One- to four-family first mortgage	$	742	$	37
Home equity loans and lines	763		461
Commercial real estate	6,043		298
Construction and land	608		481
Multi-family residential	—		—
Commercial and industrial	1,820		914
Consumer	—		—
Total	$	9,976	$	2,191

Foreclosed Assets and ORE

Foreclosed assets and ORE include real property and other assets that have been acquired as a result of foreclosure, and real property no longer used in the Bank's business. Foreclosed assets and ORE totaled totaled $2,606,000 and 4,156,000 at March 31, 2020 and December 31, 2019, respectively. These amounts are recorded in accrued interest receivable and other assets on the Consolidated Statements of Financial Condition.

The carrying amount of foreclosed residential real estate properties held at March 31, 2020 and December 31, 2019 totaled $1,003,000 and $1,737,000, respectively.

Foreclosed assets and ORE included certain bank buildings that meet the criteria to be classified as assets held for sale. The carrying value of these assets totaled $1,157,000 and $1,275,000 at March 31, 2020 and December 31, 2019. During the three months ended March 31, 2020, the Company sold one of these properties, with a carrying value of $60,000, for a gain of $19,000 recorded in foreclosed assets and ORE, net expense on the Consolidated Statements of Income. The expected timing of the sale of the remaining properties is uncertain due to the effects of the COVID-19 pandemic.

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 TDRs 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 ACL, larger (i.e., TDRs with balances of $250,000 or greater) commercial TDRs are individually evaluated for impairment. The ACL for loans that are individually evaluated is based on a comparison of the recorded investment in the loan with either the expected cash flows discounted using the loan’s original effective interest rate, observable market price for the loan or the fair value of the collateral underlying certain collateral-dependent loans. Residential, consumer and smaller balance commercial TDRs are included in the Company's pooled-loan analysis to calculate the ACL and, generally, do not have a material impact on the overall ACL.

As of March 31, 2020, the Company had modified loans with an aggregate outstanding loan balance of $191.6 million, or 11% of total outstanding loans, via payment relief in the nature of principal and/or interest deferrals for 90 days. These modifications were done in accordance with Section 4013 of the Coronavirus Aid, Relief, and Economic Security ("CARES") Act and the Interagency Statement on Loan Modifications on Reporting for Financial Institutions Working With Customers Affected by the Coronavirus. Accordingly, these loans were not categorized as TDRs.

The following table summarizes information pertaining to TDRs modified during the periods indicated.


	Three Months Ended March 31,
	2020								2019
(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	5	$	837	$	834	1	$	37	$	37
Home equity loans and lines	—	—		—		—	—		—
Commercial real estate	4	1,029		1,029		—	—		—
Construction and land	—	—		—		—	—		—
Multi-family residential	—	—		—		—	—		—
Commercial and industrial	—	—		—		—	—		—
Other consumer	1	10		4		—	—		—
Total	10	$	1,876	$	1,867	1	$	37	$	37

TDRs for which there was a payment default within 12 months following modification were insignificant for the three months ending March 31, 2020. The defaults did not have a significant impact on our allowance for loan losses at March 31, 2020.

None of the performing troubled debt restructurings as of March 31, 2019 defaulted within twelve months of modification.

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 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, 2020, 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, 2020 and December 31, 2019.


(dollars in thousands)	March 31, 2020		Level 1		Level 2		Level 3
Available for sale securities:
U.S. agency mortgage-backed	$	106,984	$	—	$	106,984	$	—
Collateralized mortgage obligations	134,736		—		134,736		—
Municipal bonds	15,234		—		15,234		—
U.S. government agency	6,639		—		6,639		—
Corporate bonds	2,053		—		2,053		—
Total	$	265,646	$	—	$	265,646	$	—


(dollars in thousands)	December 31, 2019		Level 1		Level 2		Level 3
Available for sale securities:
U.S. agency mortgage-backed	$	95,172	$	—	$	95,172	$	—
Collateralized mortgage obligations	142,451		—		142,451		—
Municipal bonds	16,005		—		16,005		—
U.S. government agency	3,693		—		3,693		—
Total	$	257,321	$	—	$	257,321	$	—

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

The Company records loans individually evaluated for impairment at fair value on a nonrecurring basis. 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 third parties of the collateral less any prior liens and when there is no observable market price.

Foreclosed assets and ORE are also recorded at fair value on a nonrecurring basis. Foreclosed assets are initially recorded at fair value less estimated costs to sell. ORE is recorded at the lower of its net book value or fair value at the date of transfer to ORE. The fair value of foreclosed assets and ORE is based on property appraisals and an analysis of similar properties available. As such, the Company classifies foreclosed and ORE assets as Level 3 assets.

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 as reflected in the table below.


			Fair Value Measurements Using
(dollars in thousands)	March 31, 2020		Level 1		Level 2		Level 3
Assets
Individually evaluated for impairment	$	7,785	$	—	$	—	$	7,785
Foreclosed assets and ORE	2,606		—		—		2,606
Total	$	10,391	$	—	$	—	$	10,391

			Fair Value Measurements Using
(dollars in thousands)	December 31, 2019		Level 1		Level 2		Level 3
Assets
Individually evaluated for impairment	$	7,365	$	—	$	—	$	7,365
Foreclosed assets and ORE	4,156		—		—		4,156
Total	$	11,521	$	—	$	—	$	11,521

The following table shows significant unobservable 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, 2020:

Individually evaluated for impairment

7,785

Third party appraisals and discounted cash flows

Collateral values, market discounts and estimated costs to sell

0% - 100%

22%

Foreclosed assets and ORE

2,606

Third party appraisals, sales contracts, broker price opinions

Collateral values, market discounts and estimated costs to sell

6% - 67%

13%

(dollars in thousands)

Fair
Value

Valuation Technique

Unobservable
Inputs

Range of
Discounts

Weighted
Average
Discount

As of December 31, 2019:

Individually evaluated for impairment

7,365

Third party appraisals and discounted cash flows

Collateral values, market discounts and estimated costs to sell

0% - 84%

13%

Foreclosed assets and ORE

4,156

Third party appraisals, sales contracts, broker price opinions

Collateral values, market discounts and estimated costs to sell

6% - 61%

14%

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 third 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 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 long-term FHLB advances is estimated by discounting the future cash flows using the rates currently offered for advances of similar maturities.

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


			Fair Value Measurements at March 31, 2020
(dollars in thousands)	Carrying Amount		Total		Level 1		Level 2		Level 3
Financial Assets
Cash and cash equivalents	$	64,102	$	64,102	$	64,102	$	—	$	—
Interest-bearing deposits in banks	449		449		449		—		—
Investment securities available for sale	265,646		265,646		—		265,646		—
Investment securities held to maturity	6,607		6,641		—		6,641		—
Mortgage loans held for sale	9,753		9,753		—		9,753		—
Loans, net	1,710,652		1,745,382		—		1,737,597		7,785
Cash surrender value of BOLI	39,725		39,725		39,725		—		—
Financial Liabilities
Deposits	$	1,857,501	$	1,860,984	$	—	$	1,860,984	$	—
Other borrowings	5,539		6,125		—		6,125		—
Long-term FHLB advances	54,319		54,889		—		54,889		—



			Fair Value Measurements at December 31, 2019
(dollars in thousands)	Carrying Amount		Total		Level 1		Level 2		Level 3
Financial Assets
Cash and cash equivalents	$	39,847	$	39,847	$	39,847	$	—	$	—
Interest-bearing deposits in banks	449		449		449		—		—
Investment securities available for sale	257,321		257,321		—		257,321		—
Investment securities held to maturity	7,149		7,194		—		7,194		—
Mortgage loans held for sale	6,990		6,990		—		6,990		—
Loans, net	1,696,493		1,690,308		—		1,682,943		7,365
Cash surrender value of BOLI	39,466		39,466		39,466		—		—
Financial Liabilities
Deposits	$	1,820,975	$	1,821,868	$	—	$	1,821,868	$	—
Other borrowings	5,539		5,895		—		5,895		—
Long-term FHLB advances	40,620		40,580		—		40,580		—


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 the Company and the Bank, from December 31, 2019 through March 31, 2020 and on its results of operations for the three months ended March 31, 2020 and 2019. This discussion and analysis is intended to highlight and supplement information presented elsewhere in this quarterly report on Form 10-Q, particularly the consolidated financial statements and related notes appearing in Item 1.

Forward-Looking Statements

To the extent that statements in this Form 10-Q relate to future plans, objectives, financial results or performance of the Company or Bank, these statements are deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements, which are based on management’s current information, estimates and assumptions and the current economic environment, are generally identified by the use of words such as “plan”, “believe”, “expect”, “intend”, “anticipate”, “estimate”, “project” or similar expressions, or by future or conditional terms such as “will”, “would”, “should”, “could”, “may”, “likely”, “probably”, or “possibly”. The Company’s or the Bank’s actual strategies and results in future periods may differ materially from those currently expected due to various risks and uncertainties. Factors that may cause actual results to differ materially from these forward-looking statements include, but are not limited to, the risk factors described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2019, as supplemented by the additional risk factor included in Part II, Item 1A of this Quarterly Report on Form 10-Q.

The COVID-19 pandemic has caused significant economic dislocation in the United States as many state and local governments have ordered non-essential businesses to close and residents to shelter in place at home. Given its ongoing and dynamic nature, it is difficult to predict the full impact of COVID-19 on our business. The extent of such impact will depend on future developments, which are highly uncertain, including when the coronavirus can be controlled and abated and when and how the national and local economies may be reopened. As a result of the COVID-19 pandemic and the related adverse local and national economic consequences, our forward-looking statements are subject to the following additional risks, uncertainties and assumptions, among others:

•Demand for our products and services may decline;

•If high levels of unemployment continue, our loan delinquencies, non-performing assets and loan foreclosures may increase;

•Collateral for loans, especially real estate, may decline in value;

•Our allowance for loan losses may have to be increased if our borrowers continue to experience financial difficulties;

•As a result of the reduction in the Federal Reserve Board's target federal funds rate to near 0%, the yield on our interest-earning assets may decline more than the decline in the cost of our interest-bearing liabilities;

•A material decrease in our net income or a net loss over several quarters could result in a suspension of our stock repurchase program and/or a reduction of our quarterly stock dividend;

•Our cyber security risks may be increased as a result of more of our employees working remotely; and

•FDIC deposit insurance premiums may increase if the agency experiences additional resolution costs.

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

The Company reported net income for the first quarter of 2020 of $1.9 million, or $0.21 diluted EPS compared to $7.9 million, or $0.85 diluted EPS, reported for the first quarter of 2019.

Key components of the Company’s performance during the three months ended March 31, 2020 include:

•Loans increased $24.8 million, or 1.4%, from December 31, 2019 to $1.7 billion at March 31, 2020.

•On January 1, 2020, the Company adopted the CECL framework, which resulted in a $7.0 million, or 39.2%, increase in the ACL at the adoption date.

•The provision for loan losses for the first quarter of 2020 totaled $6.3 million, up $5.9 million from the first quarter of 2019, and primarily reflects the change in expected losses due to the potential economic impact of the COVID-19 pandemic and the anticipated effects of the significant decline in oil and gas prices.

•Total deposits increased $36.5 million, or 2.0%, from December 31, 2019 to $1.9 billion at March 31, 2020.

•Net interest income was $21.3 million, down $399,000, or 1.8%, for the first quarter of 2020 compared to first quarter of 2019 primarily due to the increased costs of deposits. The average rate paid on interest-bearing deposits was 1.07%, up seven bps from the first quarter of 2019.

•Noninterest income for the first quarter of 2020 increased $193,000, or 6.1%, compared to the first quarter of 2019 primarily due to the increase in gains on the sale of loans (up $142,000, or 91.6%).

•Noninterest expense for the first quarter of 2020 increased $855,000, or 5.6%, compared to the first quarter of 2019 primarily due to $729,000 in provision for credit losses on unfunded lending commitments for the first quarter of 2020.

COVID-19 RESPONSE

The COVID-19 pandemic and its economic effects have had a significant impact on customers in each of our markets. State and local government stay-at-home orders have required schools, restaurants, bars, health clubs and other businesses to close or drastically limit their services. While banking operations have not been restricted by such orders, we have adapted to protect our employees and customers by working remotely as much as possible, limiting branch service to drive-through and scheduled appointments, enhancing cleaning procedures and maintaining appropriate social distancing while in the office.

To give immediate financial support to our customers, the Company began providing the following payment relief options in mid-March:

•Deferral of principal and/or interest payments for up to three months;

•Short-term working-capital lines of credit with up to six months of interest only payments; and

•Refunds and waivers of certain fees and late charges.

As part of the CARES Act, the Company has also been active in providing the SBA's Paycheck Protection Program loans. Through May 8, 2020, we have funded or are currently in the process of funding approximately 2,554 loans totaling $253.8 million under the PPP.

At March 31, 2020, borrowers with outstanding loan balances totaling $191.6 million, or 11% of total loans, were granted payment relief, primarily in the form of deferrals of principal and/or interest payments for 90 days. At May 8, 2020, that total had increased to $533.0 million, or 27% of total loans. As a result of Section 4013 of the CARES Act and the Interagency Statement on Loan Modifications issued by the Federal banking agencies, these loans are not categorized as troubled debt restructurings ("TDRs"). In addition, while interest and fees on these loans will still accrue to interest income under normal GAAP accounting, should eventual losses on these deferred payments emerge, interest income and fees would need to be reversed. As a result, interest income in future periods could be negatively impacted.

Through March 31, 2020, the Company had originated $500,000 in short-term working capital lines of credit related to COVID-19 crisis relief. Through May 8, 2020, that total had increased to $1.3 million. At March 31, 2020 and May 8, 2020, the outstanding balance of these short-term lines totaled $28,000 and $497,000, respectively.

FINANCIAL CONDITION

Loans, Allowance for Credit Losses and Asset Quality

Loan Growth

Loans outstanding at March 31, 2020 were $1.7 billion, an increase of $24.8 million, or 1.4%, from December 31, 2019.

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)	2020		2019		Amount		Percent
Real estate loans:
One-to four-family first mortgage	$	420,206	$	430,820	$	(10,614)	(2.5)	%
Home equity loans and lines	78,011		79,812		(1,801)		(2.3)
Commercial real estate	736,694		722,807		13,887		1.9
Construction and land	205,392		195,748		9,644		4.9
Multi-family residential	57,333		54,869		2,464		4.5
Total real estate loans	1,497,636		1,484,056		13,580		0.9	%
Other loans:
Commercial and industrial	198,236		184,701		13,535		7.3
Consumer	43,270		45,604		(2,334)		(5.1)
Total other loans	241,506		230,305		11,201		4.9
Total loans	$	1,739,142	$	1,714,361	$	24,781	1.4	%

Commercial real estate loan growth was primarily driven by non-owner-occupied real estate loans in the Acadiana and New Orleans markets. The growth included a $4.7 million increase in loans secured by hotels and short-term rentals. At March 31, 2020, non-owner-occupied CRE loans totaled $337.5 million, or 46% of total CRE loans, compared to $326.6 million, or 45%, at December 31, 2019.

Commercial and industrial loan growth was primarily driven by non-energy-related lines of credit to customers in the industrial services sector in the Acadiana and Baton Rouge markets.

Construction and land loan growth was primarily driven by commercial building construction projects across our Louisiana markets and two multi-family redevelopment projects in New Orleans. The multi-family projects are expected to be used as short-term rentals. At March 31, 2020, hotel and short-term rental construction loans totaled $19.1 million, or 9% of total C&D loans, compared to $14.2 million, or 7% of total C&D loans, at December 31, 2019.

Adoption of ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

Due to the adoption of ASC Topic 326 on January 1, 2020, management maintains, based on current and forecasted information, an ACL that reflects a current estimate of expected credit losses ("CECL") for the estimated life of the loan portfolio at reporting periods subsequent to the adoption date. For reporting periods prior to January 1, 2020, management maintained an ALL at a level which reflected losses that were probable and reasonably estimable at the relevant reporting date.

The ACL and ALL policies described below 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 ACL and ALL is and was 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 ACL and ALL. Such agencies may require management to make additional provisions for estimated losses based upon judgments different from those of management.

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

For reporting periods beginning on and after January 1, 2020 and the adoption of ASC Topic 326:

The ACL which equals the sum of the ALL and the ACL on unfunded lending commitments, is established through provisions for credit losses. The provision for credit losses on unfunded lending commitments is recorded in other noninterest expense on the Consolidated Statements of Income. Management recalculates the ACL at least quarterly to reassess the estimate of credit losses for the total portfolio at the relevant reporting date. Under ASC Topic 326, the ACL is measured on a pool basis when similar risk characteristics exist. The Company's CECL calculation estimates credit losses using the discounted cash flow method for all loan pools, except for the credit card portfolio. The remaining life method is used for the credit card loan portfolio due to its limited complexity and size. The discounted cash flow analysis estimates future cash flows for the loan pool and discounts the cash flows to produce a net present value and ultimately the allowance requirement for the pool. The remaining life method applies a loss rate to a given pool of loans over the estimate remaining life of the given pool. The loss rates computed for each pool and expected pool-level funding rates are applied to the related unfunded lending commitments to calculate an ACL on unfunded amounts. For each pool of loans, management also evaluates and applies qualitative adjustments to the calculated ACL based on several factors, including, but not limited to, changes in current and expected future economic conditions, changes in industry experience and industry loan concentrations, changes in the volume and severity of nonperforming assets, changes in lending policies and personnel and changes in the competitive and regulatory environment of the banking industry.

Loans that do not share similar risk characteristics are individually evaluated and are excluded from the pooled loan analysis. The ACL for loans that are individually evaluated is based on a comparison of the recorded investment in the loan with either the expected cash flows discounted using the loan’s original effective interest rate, observable market price for the loan or the fair value of the collateral underlying certain collateral-dependent loans. In addition, management considers reasonable and supportable forecasted conditions to estimate the ACL on loans individually evaluated for impairment.

Refer to Note 2 of the Consolidated Financial Statements for more information on the adoption of ASC Topic 326 and its impact on the Consolidated Financial Statements.

For reporting periods prior to January 1, 2020 and the adoption of ASC Topic 326:

The ALL estimation process included, 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 the evaluation, management assigned risk ratings to segments of the loan portfolio. Such risk ratings were periodically reviewed by management and revised as deemed appropriate.

With respect to acquired loans, prior to January 1, 2020, the Company followed the reserve standard set forth in ASC 310, Receivables. At acquisition, the Company reviewed each loan to determine whether there is evidence of deterioration in credit quality since origination and if it was probable that the Company would be unable to collect all amounts due according to the loan’s contractual terms. The Company considered expected prepayments and estimated the amount and timing of undiscounted expected principal, interest and other cash flows for each loan pool meeting the criteria above, and determined 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, was accreted into interest income over the remaining life of the pool (accretable yield). The Company recorded a discount on these loans at acquisition to record them at their estimated fair values. As a result, acquired loans subject to ASC 310 were excluded from the calculation of the ALL at the acquisition date. See Note 5 to the Unaudited Consolidated Financial Statements for additional information concerning our allowance for acquired loans prior to the adoption of ASC Topic 326.

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 was less than its carrying value, an impairment was recognized by an increase in the ALL and a charge to the provision for loan losses. At December 31, 2019, $1.8 million of our ALL was allocated to acquired loans.

Reserve Build and Additional Information on Loan Portfolio Composition

At March 31, 2020, the ALL totaled $28.5 million, or 1.64% of total loans, and the ACL, which includes the reserve for unfunded commitments, totaled $31.6 million, or 1.82% of total loans. The provision for loan losses for the first quarter of 2020 totaled $6.3 million, up $5.9 million from the first quarter of 2019. The first quarter provision for loan losses reflects the change in expected losses due to the potential economic impact of the COVID-19 pandemic and a significant decline in oil prices.

As the fallout of the COVID-19 pandemic continues to impact the national, regional and local economies, management continues to proactively monitor the loan portfolio to identify potential weaknesses that may develop. Specifically, management has identified and is monitoring exposures to borrowers and industries that may be impacted more immediately and acutely than others. In many instances, management has directly reached out to specific borrowers to provide guidance and assistance as appropriate. On a portfolio level, management continues to monitor aggregate exposures to highly sensitive segments for changes in asset quality, payment performance and liquidity levels. Additionally, management is monitoring unfunded commitments, such as lines of credit and overdraft protection, to monitor liquidity and funding issues that may arise with our customers.

The following table provides a summary of the reserve build during the first quarter of 2020 and the loan portfolio at March 31, 2020, stratified by certain selected industry segments that may be considered more susceptible to adverse effects from the COVID-19 pandemic.


	Recorded Investment in Loans		ASC Topic 326 Adoption Impact		Reserve Build⁽¹⁾ for the Quarter Ended		Total ACL		ACL to Total Loans
	March 31,		January 1,		March 31,		March 31,		March 31,
(dollars in thousands)	2020		2020		2020		2020		2020

Retail CRE	$	159,483	$	573	$	744	$	2,728	1.71	%
Healthcare	145,795		161		175		1,918		1.32
Hotels and short-term rentals	86,039		39		1,885		2,796		3.25
Restaurants and bars	60,940		85		545		1,219		2.00
Energy	31,186		341		1,204		1,715		5.50
Credit cards	4,151		33		327		415		10.00
Other loans	1,251,548		3,401		1,109		17,699		1.41
Total	$	1,739,142	$	4,633	$	5,989	$	28,490	1.64	%

Unfunded lending commitments⁽²⁾	—		2,365		729		3,094		—
Total	$	1,739,142	$	6,998	$	6,718	$	31,584	1.82	%

⁽¹⁾"Reserve build" represents the amount by which the provision for credit losses ($6.3 million) exceeded net loan charge-offs ($268,000) during the quarter ended March 31, 2020.

⁽²⁾At March 31, 2020, the allowance of $3.1 million related to unfunded lending commitments of $327.9 million. The ACL on unfunded lending commitments is recorded within accrued interest payable and other liabilities on the Consolidated Statements of Financial Condition and the related provision is recorded in other noninterest expense on the Consolidated Statements of Income.

Retail CRE

At March 31, 2020, outstanding retail CRE loans amounted to $159.5 million, or 9% of our total loan portfolio, and included retail strip shopping centers of $76.8 million and convenience stores of $23.1 million. The weighted-average LTV of the retail CRE loan portfolio was approximately 48% at March 31, 2020. At such date, this loan portfolio was concentrated in the following markets: Acadiana ($63.8 million, or 40%), New Orleans ($44.2 million, or 28%), Northshore ($31.0 million, or 19%) and Baton Rouge ($22.2 million, or 14%). In addition to retail CRE loans, our non-CRE-related retail loans totaled less than $10 million at March 31, 2020.

Healthcare

At March 31, 2020, outstanding loans to borrowers in the healthcare industry amounted to $145.8 million, or 8% of our total loan portfolio. The weighted-average LTV of the healthcare loan portfolio was approximately 53% at March 31, 2020. CRE

loans comprised $111.7 million, or 77%, of the healthcare loan portfolio at such date. Loans to the dental industry totaled $33.5 million, or 23% of the healthcare loan portfolio at March 31, 2020.

Hotels and Short-term Rentals

At March 31, 2020, outstanding loans to borrowers in the hotels and short-term rentals industry amounted to $86.0 million or 5% of our total loan portfolio. Approximately 57% of this portfolio consists of short-term rentals. The weighted-average LTV of the hotels and short-term rentals loan portfolio was approximately 57% at March 31, 2020. CRE loans comprised $60.9 million, or 71%, and C&D loans comprised $19.1 million, or 22%, of the hotels and short-term rentals loan portfolio at such date. This loan portfolio is primarily located in the Greater New Orleans ($53.3 million, or 62%) and Acadiana ($26.7 million, or 31%) regions.

Restaurants and Bars

At March 31, 2020, outstanding loans to borrowers in the restaurants and bars industry amounted to $60.9 million, or 4% of our total loan portfolio. The weighted-average LTV of the restaurants and bars loan portfolio was approximately 52% at March 31, 2020. CRE loans comprised $55.0 million, or 90%, of this loan portfolio at such date. Of total restaurants and bars loans, $32.2 million, or 53%, relates to nationally-recognized fast-food franchise restaurants. This loan portfolio is concentrated in the following markets: Acadiana ($28.9 million, or 48%), Baton Rouge ($14.1 million, or 23%) and New Orleans ($14.1 million, or 23%).

Energy

At March 31, 2020, outstanding loans to borrowers in the energy industry amounted to $31.2 million, or 2% of our total loan portfolio. This portfolio predominantly consists of loans to energy service companies. The weighted-average LTV of the energy loan portfolio was approximately 33% at March 31, 2020. At March 31, 2020, CRE loans comprised $19.6 million, or 63%, of total energy-related loans. Of total CRE energy-related loans, 93% are to borrowers in the Acadiana market. At March 31, 2020, energy-related C&I loans of $11.1 million primarily consisted of loans secured by equipment ($7.1 million) and accounts receivable ($2.7 million).

Asset Quality

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

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 $250,000 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.

At March 31, 2020 and December 31, 2019, loans identified as impaired and individually evaluated for impairment were $10.0 million and $8.7 million, respectively. Due to the adoption of ASC Topic 326, total loans identified as impaired and individually evaluated at March 31, 2020 included $1.9 million of acquired loans. Under the former accounting guidance,

acquired loans were evaluated on a pool basis and excluded from total loans individually evaluated for impairment at December 31, 2019.

The following tables provide a summary of loans individually evaluated for impairment as of the dates indicated.


	March 31, 2020
(dollars in thousands)	Recorded investment		Allowance for Loan Losses		Allowance to Total Loans
Loans Individually Evaluated for Impairment
One- to four-family first mortgage	$	742	$	37	4.99	%
Home equity loans and lines	763		461		60.42
Commercial real estate	6,043		298		4.93
Construction and land	608		481		79.11
Multi-family residential	—		—		—
Commercial and industrial	1,820		914		50.22
Consumer	—		—		—
Total	$	9,976	$	2,191	21.96	%

	December 31, 2019
(dollars in thousands)	Recorded investment		Allowance for Loan Losses		Allowance to Total Loans
Loans Individually Evaluated for Impairment
One- to four-family first mortgage	$	187	$	—	—	%
Home equity loans and lines	784		348		44.39
Commercial real estate	6,518		298		4.57
Construction and land	—		—		—
Multi-family residential	—		—		—
Commercial and industrial	1,223		701		57.32
Consumer	—		—		—
Total	$	8,712	$	1,347	15.46	%

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.

At March 31, 2020 and December 31, 2019, substandard loans, excluding acquired loans, were $17.5 million and $18.1 million, respectively. At March 31, 2020 and December 31, 2019, acquired loans classified as substandard were $19.8 million and $21.7 million, respectively. There were no assets classified as doubtful or loss at March 31, 2020 and December 31, 2019.

The following tables provide a summary of loans classified as special mention and substandard as of the dates indicated.


	March 31,		December 31,		Increase/(Decrease)
(dollars in thousands)	2020		2019		Amount		Percent
Special Mention Loans
One- to four-family first mortgage	$	2,203	$	2,159	$	44	2.0	%
Home equity loans and lines	158		181		(23)		(12.7)
Commercial real estate	2,454		1,800		654		36.3
Construction and land	10,073		8,854		1,219		13.8
Multi-family residential	365		502		(137)		(27.3)
Commercial and industrial	2,195		56		2,139		3819.6
Consumer	253		212		41		19.3
Total special mention loans	$	17,701	$	13,764	$	3,937	28.6	%

	March 31,		December 31,		Increase/(Decrease)
(dollars in thousands)	2020		2019		Amount		Percent
Substandard Loans
One- to four-family first mortgage	$	6,866	$	6,696	$	170	2.5	%
Home equity loans and lines	1,128		1,232		(104)		(8.4)
Commercial real estate	20,064		22,302		(2,238)		(10.0)
Construction and land	2,389		2,707		(318)		(11.7)
Multi-family residential	218		219		(1)		(0.5)
Commercial and industrial	6,293		6,503		(210)		(3.2)
Consumer	260		179		81		45.3
Total substandard loans	$	37,218	$	39,838	$	(2,620)	(6.6)	%

Special mention loans increased $3.9 million, or 28.6%, from December 31, 2019 to $17.7 million at March 31, 2020. Over the same comparable periods, special mention C&I loans increased $2.1 million primarily due to an energy-related commercial relationship ($1.6 million) and an equipment loan to a borrower in marketing and advertising sector ($397,000). Special mention C&D loans were up $1.2 million at March 31, 2020 from December 31, 2019 primarily due to a previously identified special mention multi-family construction loan.

A bank’s determination as to the classification of its assets and the amount of its valuation allowances is subject to review by Federal bank regulators which can order the establishment of additional general or specific loss allowances. The Federal banking agencies have adopted an interagency policy statement on the allowance for loan and lease losses. The policy statement provides guidance for financial institutions on both the responsibilities of management for the assessment and establishment of allowances and guidance for banking agency examiners to use in determining the adequacy of general valuation guidelines. Generally, the policy statement recommends that institutions have effective systems and controls to identify, monitor and address asset quality problems; that management analyze all significant factors that affect the collectability of the portfolio in a reasonable manner; and that management establish acceptable allowance evaluation processes that meet the objectives set forth in the policy statement. Due to the adoption of ASC Topic 326 on January 1, 2020, management maintains, based on current and forecasted information, an ACL that reflects a current estimate of expected credit losses for the estimated life of the loan portfolio at reporting periods subsequent to the adoption date. For reporting periods prior to January 1, 2020, management maintained an ALL at a level which reflected losses that were probable and reasonably estimable at the relevant reporting date. For all reporting periods, actual losses are uncertain and dependent upon future events and, as such, further additions to the level of ACL may become necessary.

Foreclosed assets and ORE includes real property and other assets that have been acquired as a result of foreclosure, and real property no longer used in the Bank's business. Foreclosed assets and ORE are classified as such until sold or disposed. Foreclosed assets are recorded at fair value less estimated selling costs based on third party property valuations which are obtained at the time the asset is repossessed and periodically until the property is liquidated. ORE is recorded at the lower of its

net book value or fair value at the date of transfer to ORE. Foreclosed assets and ORE holding costs are charged to expense. Gains and losses on the sale of foreclosed assets and ORE are charged to operations, as incurred. Costs associated with acquiring and improving a foreclosed property or ORE are usually capitalized to the extent that the carrying value does not exceed fair value less estimated selling costs.

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


	March 31, 2020											December 31, 2019
(dollars in thousands)	Originated		Acquired⁽¹⁾		Total			Originated		Acquired⁽¹⁾		Total
Nonaccrual loans⁽²⁾:
Real estate loans:
One- to four-family first mortgage	$	2,106	$	2,365	$	4,471		$	2,133	$	1,815	$	3,948
Home equity loans and lines	1,048		82		1,130			883		361		1,244
Commercial real estate	9,217		6,417		15,634			8,750		4,575		13,325
Construction and land	1,156		987		2,143			1,170		1,299		2,469
Multi-family residential	—		116		116			—		—		—
Other loans:
Commercial and industrial	1,599		1,564		3,163			1,603		1,621		3,224
Consumer	109		155		264			89		87		176
Total nonaccrual loans	15,235		11,686		26,921			14,628		9,758		24,386
Accruing loans 90 days or more past due	—		—		—			—		—		—
Total nonperforming loans	15,235		11,686		26,921			14,628		9,758		24,386
Foreclosed assets and ORE	978		1,628		2,606			1,793		2,363		4,156
Total nonperforming assets	16,213		13,314		29,527			16,421		12,121		28,542
Performing troubled debt restructurings	989		695		1,684			1,903		475		2,378
Total nonperforming assets and troubled debt restructurings	$	17,202	$	14,009	$	31,211		$	18,324	$	12,596	$	30,920
Nonperforming loans to total loans					1.55		%					1.42		%
Nonperforming loans to total assets					1.20		%					1.11		%
Nonperforming assets to total assets					1.31		%					1.30		%

(1)Due to the adoption of ASC Topic 326, PCD loans of $2.3 million are included in nonperforming acquired loans at March 31, 2020. Prior to January 1, 2020, these loans were classified as PCI and excluded from nonperforming loans because they continued to earn interest income from the accretable yield at the pool level. At adoption, the pools were discontinued and performance is based on contractual terms for individual loans. Refer to Note 2 to the Consolidated Financial statements for more information on the adoption of ASC Topic 326. At December 31, 2019, PCI loans that were 90 days or more past due totaled $2.2 million and were accounted for under ASC 310-30.

(2)Nonaccrual loans include originated restructured loans placed on nonaccrual totaling $8.7 million and $7.6 million at March 31, 2020 and December 31, 2019, respectively. Acquired restructured loans placed on nonaccrual totaled $2.8 million and $2.2 million at March 31, 2020 and December 31, 2019, respectively.

As previously indicated, as a result of Section 4013 of the CARES Act and recent interagency guidance issued by Federal banking regulators, modifications, such as deferrals of principal and/or interest payments, to borrowers affected by the COVID-19 pandemic. are not deemed to be TDRs if such modifications are made on loans that were current as of December 31, 2019. At March 31, 2020, the Company had an aggregate of $191.6 million of outstanding loans that had been granted payment relief. At May 8, 2020, the total amount of such loans with payment relief modifications had increased to $533.0 million or 27% of the total outstanding loan portfolio. Interest and fees continue to accrue on such loans. Management anticipates that the level of deferrals will continue to grow in future periods as stay- at- home orders remain in place. We will continue to follow the guidance of Federal banking regulators in making any TDR determinations.

Investment Securities

The Company’s investment securities portfolio totaled $272.3 million as of March 31, 2020, an increase of $7.8 million, or 2.9%, from December 31, 2019. At March 31, 2020, the Company had a net unrealized gain on its available for sale investment securities portfolio of $6.9 million, compared to a net unrealized gain of $876,000 at December 31, 2019.

The following table summarizes activity in the Company’s investment securities portfolio during the first three months of 2020.


(dollars in thousands)	Available for Sale		Held to Maturity
Balance, December 31, 2019	$	257,321	$	7,149
Purchases	21,996		—
Sales	—		—
Principal maturities, prepayments and calls	(19,065)		(500)
Amortization of premiums and accretion of discounts	(593)		(42)
Increase in market value	5,987		—
Balance, March 31, 2020	$	265,646	$	6,607

Funding Sources

Deposits

Deposits totaled $1.9 billion at March 31, 2020, an increase of $36.5 million, or 2.0%, compared to December 31, 2019. The following table summarizes the changes in the Company’s deposits from December 31, 2019 to March 31, 2020.


	March 31,		December 31,		Increase/(Decrease)
(dollars in thousands)	2020		2019		Amount		Percent
Demand deposit	$	455,512	$	437,828	$	17,684	4.0	%
Savings	206,597		201,887		4,710		2.3
Money market	266,519		273,741		(7,222)		(2.6)
NOW	536,643		512,054		24,589		4.8
Certificates of deposit	392,230		395,465		(3,235)		(0.8)
Total deposits	$	1,857,501	$	1,820,975	$	36,526	2.0	%

The average rate paid on interest-bearing deposits decreased six bps to 1.07% for the first quarter of 2020, compared to 1.13% for the fourth quarter of 2019. Management expects the average rate on its deposits to continue to fall through the second quarter of 2020.

Federal Home Loan Bank Advances

Long-term FHLB advances totaled $54.3 million at March 31, 2020 up $13.7 million, or 33.7%, compared to $40.6 million at December 31, 2019. The increase in FHLB advances is primarily due to prefunding of advances maturing in April 2020 and SBA PPP loans.

Shareholders’ Equity

Shareholders’ equity decreased $4.8 million, or 1.5%, from $316.3 million at December 31, 2019 to $311.5 million at March 31, 2020, primarily due to the transition adjustment for the adoption of ASC Topic 326. Upon adoption of ASC Topic 326 on January 1, 2020, the Company recorded an after-tax decrease to retained earnings of $4.7 million.

At March 31, 2020, the Bank had regulatory capital amounts that were well in excess of regulatory requirements. The following table presents actual and required capital ratios for the Bank under the Basel III Capital Rules. The minimum required capital amounts presented include the minimum required capital levels as of March 31, 2020 based on the minimum required capital levels as of January 1, 2019 when the Basel III Capital Rules were 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 Fully Phased-In						To Be Well Capitalized Under Prompt Corrective Action Provisions
(dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
Bank:
Common equity Tier 1 capital (to risk-weighted assets)	$	232,994	13.62	%	$	119,728	7.00	%	$	111,176	6.50	%
Tier 1 risk-based capital	232,994		13.62		145,384		8.50		136,832		8.00
Total risk-based capital	254,500		14.88		179,592		10.50		171,040		10.00
Tier 1 leverage capital	232,994		10.84		86,007		4.00		107,509		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.

The Company uses its liquidity to fund existing and future loan commitments, to fund maturing certificates of deposit and demand deposit withdrawals, to invest in other interest-earning assets and to meet operating expenses. At March 31, 2020, certificates of deposit maturing within the next 12 months totaled $295.7 million. Based upon historical experience, the Company anticipates that a significant portion of the maturing certificates of deposit will be redeposited with us.

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. For the three months ended March 31, 2020, the average balance of outstanding FHLB advances was $45.7 million. At March 31, 2020, the Company had $54.3 million in total outstanding FHLB advances and had $669.9 million in additional FHLB advances available.

The following table summarizes the Company's primary and secondary sources of liquidity as of the dates indicated.


	March 31,
(dollars in thousands)	2020
Cash and cash equivalents	$	64,102
Unpledged investment securities, par value	86,839
FHLB advance availability	669,855
Unsecured lines of credit	55,000
Federal Reserve discount window availability	500
Total primary and secondary liquidity	$	876,296

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, 2020.


Shift in Interest Rates (in bps)						% Change in Projected Net Interest Income
200						(1.6)
100						(0.6)
(100)						(1.8)

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, 2020 and December 31, 2019.


	Contract Amount
	March 31,		December 31,
(dollars in thousands)	2020		2019
Standby letters of credit	$	5,956	$	6,098
Available portion of lines of credit	251,509		247,670
Undisbursed portion of loans in process	101,211		111,466
Commitments to originate loans	81,463		87,446

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

Net income for the first quarter of 2020 was $1.9 million, down $6.0 million, or 75.9%, compared to the first quarter of 2019. Diluted EPS for the first quarter of 2020 was $0.21, down $0.64 compared to the first quarter of 2019.

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 3.86% and 4.11% for the quarters ended March 31, 2020 and March 31, 2019, respectively. The Company’s tax-equivalent net interest margin, which is net interest income as a percentage of average interest-earning assets, was 4.18% and 4.41% for the quarters ended March 31, 2020 and March 31, 2019, respectively.

Net interest income totaled $21.3 million for first quarter of 2020, down $399,000, or 1.8%, compared to the first quarter of 2019. Interest income due to acquired loan discount accretion totaled $810,000 and $1.1 million for the quarters ended March 31, 2020 and March 31, 2019, respectively.

The following table 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 yields are calculated using a marginal tax rate of 21%.


	Three Months Ended March 31,
	2020										2019
(dollars in thousands)	Average Balance		Interest		Average Yield/Rate		Average Balance		Interest		Average Yield/Rate
Interest-earning assets:
Loans receivable⁽¹⁾	$	1,735,224	$	23,699	5.43	%	$	1,649,626	$	23,198	5.64	%
Investment securities
Taxable	244,920		1,308		2.14		244,046		1,653		2.71
Tax-exempt ^(TE)	18,120		104		2.90		28,699		155		2.74
Total investment securities	263,040		1,412		2.19		272,745		1,808		2.71
Other interest-earning assets	28,002		138		1.99		55,550		363		2.65
Total interest-earning assets ^(TE)	2,026,266		$	25,249	4.96		1,977,921		$	25,369	5.15
Noninterest-earning assets	192,859						188,396
Total assets	$	2,219,125					$	2,166,317
Interest-bearing liabilities:
Deposits:
Savings, checking and money market	$	989,028	$	1,822	0.74	%	$	983,184	$	2,006	0.83	%
Certificates of deposit	392,670		1,845		1.89		367,614		1,325		1.46
Total interest-bearing deposits	1,381,698		3,667		1.07		1,350,798		3,331		1.00
Other borrowings	5,539		53		3.86		5,539		53		3.89
Short-term FHLB advances	634		3		1.82		45		—		2.65
Long term FHLB advances	45,095		203		1.80		58,150		263		1.81
Total interest-bearing liabilities	1,432,966		$	3,926	1.10		1,414,532		$	3,647	1.04
Noninterest-bearing liabilities	470,541						445,545
Total liabilities	1,903,507						1,860,077
Shareholders’ equity	315,607						306,240
Total liabilities and shareholders’ equity	$	2,219,114					$	2,166,317
Net interest-earning assets	$	593,300					$	563,389
Net interest spread ^(TE)			$	21,323	3.86	%			$	21,722	4.11	%
Net interest margin^(TE)					4.18	%					4.41	%

⁽¹⁾Nonperforming loans are included in the respective average loan balances, net of deferred fees, discounts and loans in process.

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).


	Three Months Ended March 31,
	2020 Compared to 2019
	Change Attributable To
					Total Increase/
(dollars in thousands)	Rate		Volume		(Decrease)
Interest income:
Loans receivable	$	(754)	$	1,255	$	501
Investment securities	(334)		(62)		(396)
Other interest-earning assets	(68)		(157)		(225)
Total interest income	(1,156)		1,036		(120)
Interest expense:
Savings, checking and money market accounts	(203)		19		(184)
Certificates of deposit	411		109		520
Other borrowings	—		—		—
FHLB advances	(2)		(55)		(57)
Total interest expense	206		73		279
Increase (decrease) in net interest income	$	(1,362)	$	963	$	(399)

Noninterest Income

Noninterest income for the first quarter of 2020 totaled $3.4 million, up $193,000, or 6.1%, from $3.2 million earned for the same period in 2019. Noninterest income increased primarily due to an increase in gains on the sale of loans (up $142,000, or 91.6%). Due to the changes in the interest rate environment during the first quarter of 2020, borrowers found it advantageous to refinance residential mortgages.

Noninterest Expense

Noninterest expense for the first quarter of 2020 totaled $16.1 million, up $855,000, or 5.6%, from $15.3 million recorded for the same period in 2019. Noninterest expense increased over the comparable quarter primarily due to $729,000 in provision for credit losses on unfunded lending commitments for the first quarter of 2020.

Income Taxes

For the first quarters of 2020 and 2019, the Company incurred income tax expense of $373,000 and $1.3 million, respectively. For the same periods, the Company’s effective tax rate was 16.4% and 14.3%, respectively. Income tax expense decreased over the comparable quarters primarily due to the decrease in taxable earnings for the first quarter of 2020. The Company's effective tax rate for the first quarter of 2019 was only 14.3% due primarily to elevated levels of stock option exercises with respect to the 2009 stock option plan. Such option exercises reduced income tax expense by $514,000 during the first quarter of 2019.


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, 2019, 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, 2020 is included herein under Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Asset/Liability Management”.


Item 4.			Controls and Procedures.

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

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Securities Exchange Act of 1934) occurred during the first quarter of 2020 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.

Other than the following additional risk factor which supplements the “Risk Factors” section in Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2019 ("Form 10-K") filed with the Securities and Exchange Commission, there have been no material changes from the risk factors previously disclosed by the Company in the Form 10-K:

The COVID-19 pandemic has adversely impacted our business and financial results, and the ultimate impact will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities in response to the pandemic.

The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, lowered equity market valuations, created significant volatility and disruption in financial markets, and increased unemployment levels. In addition, the pandemic has resulted in temporary closures of many businesses and the institution of social distancing and sheltering in place requirements in Louisiana and many other states and communities. Global markets for oil and gas have, and may continue to be, adversely impacted by the COVID-19 pandemic and/or other events beyond our control, and further volatility in commodity prices could have a negative impact on the economies of energy-dominated states in which we operate. As a result, the demand for our products and services may be significantly impacted, which could adversely affect our revenue. Furthermore, the pandemic could continue to result in the recognition of credit losses in our loan portfolios and increases in our allowance for credit losses, particularly if businesses remain closed, the impact on the global economy worsens, or more customers draw on their lines of credit or seek additional loans to help finance their businesses. Similarly, because of changing economic and market conditions affecting issuers, we may be required to recognize impairments on the securities we hold as well as reductions in other comprehensive income. Our business operations may also be disrupted if significant portions of our workforce are unable to work effectively, including because of illness, quarantines, government actions, or other restrictions in connection with the pandemic, and we have already temporarily limited access to certain of our branches and offices. In response to the pandemic, we have also suspended residential property foreclosure sales, evictions, and involuntary automobile repossessions, and are offering fee waivers, payment deferrals, and other expanded assistance for credit card, automobile, mortgage, small business and personal lending customers, and future governmental actions may require these and other types of customer-related responses. The extent to which the COVID-19 pandemic impacts our business, results of operations, and financial condition, as well as our regulatory capital and liquidity ratios, will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic.


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, 2020	29,187	$	38.14	29,187	357,397
February 1 – February 29, 2020	37,835	36.32		37,835	319,562
March 1 – March 31, 2020	121,319	23.92		121,319	198,243
Total	188,341	$	28.61	188,341	198,243

⁽¹⁾On August 28, 2019, the Company announced a new stock repurchase program (the "2019 Repurchase Plan"). Under the 2019 Repurchase Plan, the Company may purchase up to $470,000 shares, or approximately 5% of the its common stock outstanding, through open market or privately negotiated transactions.


Item 3.			Defaults Upon Senior Securities.

None.


Item 4.			Mine Safety Disclosures.

None.


Item 5.			Other Information.

None.


Item 6.			Exhibits and Financial Statement Schedules.


No.						Description

31.1						Rule 13(a)-14(a) Certification of the Chief Executive Officer

31.2						Rule 13(a)-14(a) Certification of the Chief Financial Officer

32.0						Section 1350 Certification

101.INS						XBRL Instance Document

101.SCH						XBRL Taxonomy Extension Schema Document

101.CAL						XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB						XBRL Taxonomy Extension Label Linkbase Document

101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF						XBRL Taxonomy Extension Definitions Linkbase Document

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 11, 2020

By:

/s/ John W. Bordelon

John W. Bordelon

President, Chief Executive Officer and Director

May 11, 2020

By:

/s/ Joseph B. Zanco

Joseph B. Zanco

Executive Vice President and Chief Financial Officer

May 11, 2020

By:

/s/ Mary H. Hopkins

Mary H. Hopkins

Home Bank, N.A. Senior Vice President and Director of Financial Management