Skip to main content

8-K

HomeTrust Bancshares, Inc. (HTB)

8-K 2020-01-29 For: 2020-01-29
View Original
Added on April 07, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 29, 2020

HOMETRUST BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Maryland 001-35593 45-5055422
(State or other jurisdiction of incorporation) (Commission File No.) (IRS Employer Identification Number)
10 Woodfin Street, Asheville, North Carolina 28801
--- ---
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (828) 259-3939
---
Not Applicable
--- ---
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. [ ]
Securities Registered Pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share HTBI The NASDAQ Stock Market LLC

Item 2.02.  Results of Operations and Financial Condition

On January 29, 2020, HomeTrust Bancshares, Inc., the holding company for HomeTrust Bank, issued a press release reporting second quarter 2020 financial results.  A copy of the press release, including unaudited financial information released as a part thereof, is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01  Financial Statements and Exhibits

(d)           Exhibits

99.1 Press release dated January 29, 2020

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 hereunto duly authorized.

HOMETRUST BANCSHARES, INC.
Date: January 29, 2020 By: /s/ Tony J. VunCannon
Tony J. VunCannon
Executive Vice President, Chief Financial Officer, Corporate Secretary and Treasurer
		Exhibit

htbiimagea24.jpg

HomeTrust Bancshares, Inc. Reports Financial Results For The Second Quarter Of Fiscal 2020

ASHEVILLE, N.C., January 29, 2020 – HomeTrust Bancshares, Inc. (NASDAQ: HTBI) ("Company"), the holding company of HomeTrust Bank ("Bank"), today announced preliminary net income for the second quarter of fiscal 2020 increased 14.3% to $9.2 million, or $0.52 per diluted share compared to $8.0 million, or $0.43 per diluted share for the same period a year ago. Net income increased 13.7% to $18.0 million, or $1.01 per diluted share for the six months ended December 31, 2019, compared to $15.8 million, or $0.84 per diluted share for the first six months of fiscal year 2019. Earnings for the three and six months ended December 31, 2019 included a $958,000 after tax gain from the sale of $154.9 million in one-to-four family loans previously reported as held for sale to shift the Company's loan mix and lower its loan to deposit ratio.

Highlights for the quarter ended December 31, 2019 compared to the corresponding quarter in the previous year are as follows:

return on assets ("ROA") increased 7.4% to 1.02% from 0.95%;
return on equity ("ROE") increased 13.3% to 8.87% from 7.83%;
--- ---
noninterest income increased $4.0 million, or 78.4% to $9.1 million from $5.1 million;
--- ---
noninterest income net of the gain on the previously discussed loan sale increased $2.7 million, or 52.9% to $7.8 million from $5.1 million;
--- ---
organic net loan growth, which excludes one-to-four family loans transferred to held for sale and purchases of home equity lines of credit, was $41.4 million, or 6.9% annualized compared to $57.3 million, or 9.4% annualized;
--- ---
gain on sale of Small Business Administration ("SBA") loans increased $742,000, or 251.3% to $1.0 million from $295,000;
--- ---
207,261 shares were repurchased during the quarter at an average price of $26.15 per share; and
--- ---
quarterly cash dividends increased 16.7% to $0.07 per share totaling $1.2 million.
--- ---

Highlights for the six months ended December 31, 2019 compared to the corresponding period in the previous year are as follows:

ROA increased 5.3% to 1.00% from 0.95%;
ROE increased 13.4% to 8.72% from 7.69%;
--- ---
noninterest income increased $6.0 million, or 56.4% to $16.7 million from $10.7 million;
--- ---
noninterest income net of the gain on the previously discussed loan sale increased $4.7 million, or 44.3% to $15.4 million from $10.7 million;
--- ---
organic net loan growth was $114.4 million, or 8.8% compared to $134.1 million, or 11.4%;
--- ---
gain on sale of SBA loans increased $871,000, or 73.0% to $2.1 million from $1.2 million;
--- ---
total deposits increased $230.5 million, or 9.9% to $2.6 billion from $2.3 billion; and
--- ---
396,421 shares of common stock were repurchased during the period at an average price of $25.78 per share.
--- ---

“Despite the industry wide pressure from the interest rate environment, we have continued to deliver strong results through the first half of fiscal 2020," said Dana Stonestreet, Chairman, President, and Chief Executive Officer. "I could not be prouder of our talented and dedicated HomeTrust team that continues to take all our existing and new SBA and equipment finance lines of business to higher performing levels. In the second half of fiscal 2020, we look forward to the conversion of our core technology system to improve customer experience, operational efficiencies, and scalability. Keeping our infrastructure strong is critical to our continued growth and sustainability as we execute our strategic plan to increase revenues, earnings per share and shareholder value."

Income Statement Review

Net interest income decreased slightly to $27.0 million for the quarter ended December 31, 2019, compared to $27.1 million for the comparative quarter in fiscal 2019. The $67,000, or 0.2% decrease was due to a $1.5 million increase in interest and dividend

1


income primarily driven by an increase in average interest-earning assets, which was more than offset by a $1.6 million increase in interest expense. Average interest-earning assets increased $219.6 million, or 7.0% to $3.3 billion for the quarter ended December 31, 2019 compared to $3.1 billion for the corresponding quarter in fiscal 2019. For the quarter ended December 31, 2019, the average balance of total loans receivable increased $172.3 million, or 6.6% compared to the same quarter last year primarily due to organic loan growth. The average balance of commercial paper and deposits in other banks increased $33.2 million, or 10.6% between the periods driven by increases in commercial paper investments. The average balance in securities available for sale increased $13.8 million, or 9.1%, which was primarily driven by the purchase of shorter-term corporate bonds. These increases were mainly funded by a portion of the $204.2 million, or 7.9% increase in average interest-bearing liabilities, as compared to the same quarter last year. Net interest margin (on a fully taxable-equivalent basis) for the three months ended December 31, 2019 decreased to 3.27% from 3.51% for the same period a year ago.

Total interest and dividend income increased $1.5 million, or 4.3% for the three months ended December 31, 2019 as compared to the same period last year, which was primarily driven by a $1.6 million, or 5.2% increase in loan interest income and a $217,000, or 24.8% increase in interest income from securities available for sale which was partially offset by a $242,000, or 23.9% decrease in other investment income. The additional loan interest income was primarily driven by an increase in the average balance of loans receivable partially offset by a decrease in loan yields. Average loan yields decreased six basis points to 4.66% for the quarter ended December 31, 2019 from 4.72% in the corresponding quarter last year. For the quarters ended December 31, 2019 and 2018, average loan yields included five and 13 basis points, respectively, from the accretion of purchase discounts on acquired loans. The incremental accretion and the impact to the yield on loans may change during any period based on the volume of prepayments, but it is expected to decrease over time as the balance of the purchase discount for acquired loans decreases. The total purchase discount for acquired loans was $5.9 million at December 31, 2019, compared to $6.7 million at June 30, 2019, and $7.7 million at December 31, 2018.

Total interest expense increased $1.6 million, or 21.4% for the quarter ended December 31, 2019 compared to the same period last year. The increase was driven by a $2.7 million, or 75.2% increase in deposit interest expense partially offset by a $1.2 million, or 31.2% decrease in interest expense on borrowings. The additional deposit interest expense was a result of our continued focus on increasing deposits as the average balance of interest-bearing deposits increased $272.5 million, or 14.2% along with a 41 basis point increase in the average cost of interest-bearing deposits for the quarter ended December 31, 2019 compared to the same quarter last year. Average borrowings for the quarter ended December 31, 2019 decreased $68.3 million, or 10.1% along with a 51 basis point decrease in the average cost of borrowings compared to the same period last year. Borrowings were paid down utilizing proceeds from the previously mentioned one-to-four family loan sale. The decrease in the average cost of borrowing was driven by the lower federal funds rate during the current quarter compared to the prior year. The overall average cost of funds increased 14 basis points to 1.27% for the current quarter compared to 1.13% in the same quarter last year due primarily to the impact of the deposit market interest rate increases on our interest-bearing liabilities.

Net interest income increased to $54.1 million for the six months ended December 31, 2019, compared to $53.4 million for the comparative period in fiscal 2019. The $734,000, or 1.4% increase was due to a $5.5 million increase in interest and dividend income primarily driven by an increase in average interest-earning assets, which was partially offset by a $4.7 million increase in interest expense. Average interest-earning assets increased $220.3 million, or 7.1% to $3.3 billion for the six months ended December 31, 2019 compared to $3.1 billion for the corresponding period in fiscal 2019. For the six months ended December 31, 2019, the average balance of total loans receivable increased $181.9 million, or 7.0% compared to the same period last year primarily due to organic loan growth. The average balance of commercial paper and deposits in other banks increased $37.5 million, or 11.8% between the periods driven by increases in commercial paper investments. These increases were primarily funded by the $221.8 million, or 8.7% increase in average interest-bearing liabilities, as compared to the same six month period last year. Net interest margin (on a fully taxable-equivalent basis) for the six months ended December 31, 2019 decreased to 3.30% from 3.48% for the same period a year ago.

Total interest and dividend income increased $5.5 million, or 8.2% for the six months ended December 31, 2019 as compared to the same period last year, which was primarily driven by a $5.1 million, or 8.6% increase in loan interest income, a $257,000, or 14.8% increase in interest income from securities available for sale, and a $342,000, or 8.9% increase in interest income from commercial paper and interest-bearing deposits, which was partially offset by a $249,000, or 13.4% decrease in other investment income. The additional loan interest income was driven by increases in both the average balance of loans receivable and loan yields compared to the prior year. Average loan yields increased seven basis points to 4.70% for the six months ended December 31, 2019 from 4.63% in the corresponding period last year. For the six months ended December 31, 2019 and 2018, average loan yields included six and nine basis points, respectively, from the accretion of purchase discounts on acquired loans.

Total interest expense increased $4.7 million, or 35.5% for the six months ended December 31, 2019 compared to the same period last year. The increase was driven by a $5.8 million, or 91.5% increase in deposit interest expense partially offset by a $1.1 million, or 15.7% decrease in interest expense on borrowings. The additional deposit interest expense was a result of a $237.2 million, or 12.5% increase in the average balance of interest-bearing deposits along with a 47 basis point increase in the average cost of those

2


deposits for the six months ended December 31, 2019 as compared to the same period last year. Average borrowings for the six months ended December 31, 2019 decreased $15.4 million, or 2.3% along with a 29 basis point decrease in the average cost of borrowings compared to the same period last year. The overall cost of funds increased 26 basis points to 1.30% for the six months ended December 31, 2019 compared to 1.04% in the corresponding period last year.

Noninterest income increased $4.0 million, or 78.4% to $9.1 million for the three months ended December 31, 2019 from $5.1 million for the same period in the previous year primarily due a $2.8 million, or 300.0% increase in the gain on sale of loans held for sale, as well as a $576,000, 195.3% increase in loan income and fees, and a $565,000, or 75.4% increase in other noninterest income. The increase in the gain on sale of loans held for sale was a result of the previously discussed one-to-four family loans sold during the quarter which resulted in a non-recurring $1.3 million gain. In addition, $57.8 million of residential mortgage loans originated for sale were sold with gains of $1.5 million compared to $24.9 million sold and gains of $649,000 in the corresponding quarter in the prior year. During the quarter ended December 31, 2019, $16.5 million of the guaranteed portion of SBA commercial loans were sold with gains of $1.0 million compared to $4.8 million sold and gains of $295,000 in the corresponding quarter in the prior year. The $576,000, 194.8% increase for the quarter in loan income and fees is primarily a result of our adjustable rate conversion program and prepayment fees on equipment finance loans. The $565,000, or 75.5% increase in other noninterest income primarily related to operating lease income from the new equipment finance line of business.

Noninterest income increased $6.0 million, or 56.4% to $16.7 million for the six months ended December 31, 2019 from $10.7 million for the same period in the previous year primarily due to a $3.5 million, or 132.4% increase in the gain on sale of loans held for sale, a $1.1 million, or 181.4% increase in loan income and fees, and a $1.2 million, or 85.9% increase in other noninterest income. In addition to the previously mentioned non-recurring gain on the sale of one-to-four family loans, $103.2 million of residential mortgage loans sold with gains of $2.8 million for the six months ended December 31, 2019, compared to $56.5 million sold and gains of $1.4 million in the corresponding period in the prior year. During the six months ended December 31, 2019, $29.2 million of SBA commercial loans were sold with recorded gains of $2.1 million compared to $17.2 million sold and gains of $1.2 million in the corresponding period in the prior year. The increase in loan income and fees is primarily a result of our adjustable rate conversion program and prepayment fees on equipment finance loans. The increase in other noninterest income primarily related to operating lease income from the equipment finance line of business.

Noninterest expense for the three months ended December 31, 2019 increased $2.2 million, or 10.0% to $24.0 million compared to $21.9 million for the three months ended December 31, 2018. The increase was primarily due to a $1.3 million, or 10.2% increase in salaries and employee benefits as a result of new positions and annual salary increases; an $891,000, or 36.7% increase in other expenses, mainly driven by depreciation from our equipment finance line of business and expenses related to our upcoming core system conversion; a $239,000, or 59.5% increase in marketing and advertising expense, which was used to promote deposit growth and other banking products; a $112,000, or 46.2% increase in real estate owned ("REO") related expenses as a result of higher pre foreclosure expenses during the quarter, and a $90,000, or 4.7% increase in computer services. Partially offsetting these increases was a decrease of $323,000, or 96.4% in deposit insurance premiums as a result of credits issued by the Federal Deposit Insurance Corporation ("FDIC") and a $153,000, or 29.1% decrease in core deposit intangible amortization for the three months ended December 31, 2019 compared to the same period last year.

Noninterest expense for the six months ended December 31, 2019 increased $3.8 million, or 8.8% to $47.6 million compared to $43.7 million for the six months ended December 31, 2018. The increase was primarily due to a $2.5 million, or 9.9% increase in salaries and employee benefits; a $1.4 million, or 27.8% increase in other expenses, mainly driven by depreciation from our equipment finance line of business; a $501,000, or 61.2% increase in marketing and advertising expense; and a $265,000, or 7.1% increase in computer services. Partially offsetting these increases was a decrease of $627,000, or 98.1% in deposit insurance premiums and a $308,000, or 28.2% decrease in core deposit intangible amortization for the six months ended December 31, 2019 compared to the same period last year.

For the three months ended December 31, 2019, the Company's income tax expense increased $189,000, or 8.3% to $2.5 million from $2.3 million for the corresponding quarter in the previous year as a result of higher taxable income. The effective tax rate for the three months ended December 31, 2019 and 2018 was 21.2% and 22.1%, respectively.

For the six months ended December 31, 2019, the Company's income tax expense increased $373,000, or 8.3% to $4.9 million from $4.5 million for the corresponding period in the previous year as a result of higher taxable income. The effective tax rate for the three months ended December 31, 2019 and 2018 was 21.3% and 22.1%, respectively.

Balance Sheet Review

Total assets and liabilities remained relatively level at $3.5 and $3.1 billion, respectively, at December 31, 2019 compared to June 30, 2019. The funds received from the $154.9 million in one-to-four family loans sold and deposit growth of $230.5 million, or 9.9% were used to pay down $245.0 million, or 36.0% of borrowings, fund the $41.6 million, or 7.8% net increase in cash and cash equivalents, commercial paper, certificates of deposits in other banks, securities available for sale, and other investments at

3


cost for the first six months of fiscal 2020. Loans held for sale include approximately $85.6 million in one-to-four family loans being marketed for sale. The Company is selling these lower rate one-to-four family loans to decrease its loan to deposit ratio while increasing its net interest margin over time. Excluding these one-to-four family loans, loans held for sale increased $14.3 million primarily from $17.3 million of home equity loans originated for sale during the period. Deferred income taxes decreased $4.5 million, or 16.8% to $22.1 million at December 31, 2019 from $26.5 million at June 30, 2019 due to the use of net operating loss carryforwards.

As of July 1, 2019, the Company adopted the new lease accounting standard, which drove several changes on the balance sheet. Land totaling $2.1 million related to the Company's one finance lease (f/k/a capital lease) was reclassed from premises and equipment, net to other assets as a right of use ("ROU") asset and the corresponding liability was reclassed from a separate line on the balance sheet to other liabilities as a lease liability. As of December 31, 2019, the Company has $4.8 million in ROU assets and corresponding lease liabilities, which are maintained in other assets and other liabilities, respectively.

Stockholders' equity at December 31, 2019 increased $8.1 million, or 2.0% to $417.0 million compared to $408.9 million at June 30, 2019. Changes within stockholders' equity included $18.0 million in net income and $1.6 million in stock-based compensation, partially offset by 396,421 shares of common stock repurchased at an average cost of $25.78, or approximately $10.2 million in total, and $2.2 million related to cash dividends declared. As of December 31, 2019, HomeTrust Bank and the Company were considered "well capitalized" in accordance with their regulatory capital guidelines and exceeded all regulatory capital requirements.

Asset Quality

The allowance for loan losses was $22.0 million, or 0.86% of total loans, at December 31, 2019 compared to $21.4 million, or 0.79% of total loans, at June 30, 2019. The allowance for loan losses to total gross loans excluding acquired loans was 0.92% at December 31, 2019, compared to 0.85% at June 30, 2019. The increase in the ratio of allowance for loan losses to gross loans was driven by approximately $154.9 million of one-to-four family loans being sold, $85.6 million one-to-four loans being transferred to loans held for sale from total loans, and a $602,000 increase in the allowance for loan losses from a $400,000 provision for loan losses and $202,000 in net loan recoveries. The increase in the allowance was mainly driven by one large commercial real estate loan relationship that was moved to nonaccrual during the quarter which resulted in approximately $1.1 million combination of charge-offs and impairments.

There was a $400,000 provision for loan losses for the six months ended December 31, 2019, compared to no provision for the corresponding period in fiscal year 2019. Net loan recoveries totaled $202,000 for the six months ended December 31, 2019, compared to $359,000 for the same period in fiscal year 2019. Net recoveries as a percentage of average loans were (0.01)% and (0.03)% for the six months ended December 31, 2019 and 2018, respectively.

Nonperforming assets increased by $2.4 million, or 18.5% to $15.7 million, or 0.45% of total assets, at December 31, 2019 compared to $13.3 million, or 0.40% of total assets at June 30, 2019. Nonperforming assets included $14.3 million in nonaccruing loans and $1.5 million in REO at December 31, 2019, compared to $10.4 million and $2.9 million, in nonaccruing loans and REO, respectively, at June 30, 2019. The increase in nonaccruing loans primarily relates to the previously discussed commercial real estate loan relationship that was moved to nonaccrual during the quarter. Included in nonperforming loans are $7.3 million of loans restructured from their original terms of which $5.8 million were current at December 31, 2019, with respect to their modified payment terms. Purchased impaired loans aggregating $1.2 million obtained through prior acquisitions are excluded from nonaccruing loans due to the accretion of discounts established in accordance with the acquisition method of accounting for business combinations. Nonperforming loans to total loans was 0.56% at December 31, 2019 and 0.38% at June 30, 2019.

The ratio of classified assets to total assets increased to 0.90% at December 31, 2019 from 0.89% at June 30, 2019. Classified assets increased to $31.4 million at December 31, 2019 compared to $30.9 million at June 30, 2019. Our overall asset quality metrics continue to demonstrate our commitment to growing and maintaining a loan portfolio with a moderate risk profile.

4


About HomeTrust Bancshares, Inc.

HomeTrust Bancshares, Inc. is the holding company for HomeTrust Bank. As of December 31, 2019, the Company had assets of $3.5 billion. The Bank, founded in 1926, is a North Carolina state chartered, community-focused financial institution committed to providing value added relationship banking with over 40 locations as well as online/mobile channels. Locations include: North Carolina (including the Asheville metropolitan area, the "Piedmont" region, Charlotte, and Raleigh/Cary), Upstate South Carolina (Greenville), East Tennessee (including Kingsport/Johnson City/Bristol, Knoxville, and Morristown) and Southwest Virginia (including the Roanoke Valley). The Bank is the 2nd largest community bank headquartered in North Carolina.

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements often include words such as "believe," "expect," "anticipate," "estimate," and "intend" or future or conditional verbs such as "will," "would," "should," "could," or "may." Forward-looking statements are not historical facts but instead represent management's current expectations and forecasts regarding future events, many of which are inherently uncertain and outside of our control. Actual results may differ, possibly materially, from those currently expected or projected in these forward-looking statements. Factors that could cause our actual results to differ materially from those described in the forward-looking statements, include increased competitive pressures; changes in the interest rate environment; changes in general economic conditions and conditions within the securities markets; legislative and regulatory changes; and other factors described in HomeTrust's latest annual Report on Form 10-K and Quarterly Reports on Form 10-Q and other documents filed with or furnished to the Securities and Exchange Commission - which are available on our website at www.htb.com and on the SEC's website at www.sec.gov. Any of the forward-looking statements that we make in this press release or the documents we file with or furnish to the SEC are based upon management's beliefs and assumptions at the time they are made and may turn out to be wrong because of inaccurate assumptions we might make, because of the factors described above or because of other factors that we cannot foresee. We do not undertake and specifically disclaim any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. These risks could cause our actual results for fiscal 2020 and beyond to differ materially from those expressed in any forward-looking statements by, or on behalf of, us and could negatively affect our operating and stock performance.

WEBSITE: WWW.HOMETRUSTBANCSHARES.COM

Contact:

Dana L. Stonestreet – Chairman, President and Chief Executive Officer

Tony J. VunCannon – Executive Vice President, Chief Financial Officer, Corporate Secretary and Treasurer

828-259-3939

5


Consolidated Balance Sheets (Unaudited)

(Dollars in thousands) December 31, 2019 September 30, 2019 June 30, 2019^(1)^ March 31, 2019 December 31, 2018
Assets
Cash $ 47,213 $ 52,082 $ 40,909 $ 40,633 $ 44,425
Interest-bearing deposits 41,705 65,011 30,134 37,678 26,881
Cash and cash equivalents 88,918 117,093 71,043 78,311 71,306
Commercial paper 253,794 254,302 241,446 246,903 239,286
Certificates of deposit in other banks 47,628 50,117 52,005 56,209 51,936
Securities available for sale, at fair value 146,022 165,714 121,786 139,112 149,752
Other investments, at cost 36,898 45,900 45,378 51,122 44,858
Loans held for sale 118,055 289,319 18,175 14,745 13,095
Total loans, net of deferred loan fees 2,554,541 2,508,730 2,705,190 2,660,647 2,632,231
Allowance for loan losses (22,031 ) (21,314 ) (21,429 ) (24,416 ) (21,419 )
Net loans 2,532,510 2,487,416 2,683,761 2,636,231 2,610,812
Premises and equipment, net 58,020 58,509 61,051 60,559 66,610
Accrued interest receivable 9,714 10,434 10,533 10,885 10,372
Real estate owned ("REO") 1,451 2,582 2,929 3,003 2,955
Deferred income taxes 22,066 24,257 26,523 28,832 28,533
Bank owned life insurance ("BOLI") 91,048 90,499 90,254 89,663 89,156
Goodwill 25,638 25,638 25,638 25,638 25,638
Core deposit intangibles 1,715 2,088 2,499 2,948 3,436
Other assets 36,755 31,441 23,157 13,576 5,354
Total Assets $ 3,470,232 $ 3,655,309 $ 3,476,178 $ 3,457,737 $ 3,413,099
Liabilities and Stockholders' Equity
Liabilities
Deposits $ 2,557,769 $ 2,494,194 $ 2,327,257 $ 2,308,395 $ 2,258,069
Borrowings 435,000 685,000 680,000 680,000 688,000
Other liabilities 60,468 63,047 60,025 62,112 56,060
Total liabilities 3,053,237 3,242,241 3,067,282 3,050,507 3,002,129
Stockholders' Equity
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued or outstanding
Common stock, $0.01 par value, 60,000,000 shares authorized ^(2)^ 177 178 180 183 185
Additional paid in capital 182,366 186,359 190,315 196,824 203,660
Retained earnings 240,312 232,315 224,545 217,490 215,289
Unearned Employee Stock Ownership Plan ("ESOP") shares (6,612 ) (6,744 ) (6,877 ) (7,009 ) (7,142 )
Accumulated other comprehensive income (loss) 752 960 733 (258 ) (1,022 )
Total stockholders' equity 416,995 413,068 408,896 407,230 410,970
Total Liabilities and Stockholders' Equity $ 3,470,232 $ 3,655,309 $ 3,476,178 $ 3,457,737 $ 3,413,099

_________________________________

(1) Derived from audited financial statements.
(2) Shares of common stock issued and outstanding were 17,664,384 at December 31, 2019; 17,818,145 at September 30, 2019; 17,984,105 at June 30, 2019; 18,265,535 at March 31, 2019; and 18,520,825 at December 31, 2018.
--- ---

6


Consolidated Statement of Income (Unaudited)

Three Months Ended Six Months Ended
December 31, September 30, December 31, December 31, December 31,
(Dollars in thousands) 2019 2019 2018 2019 2018
Interest and Dividend Income
Loans $ 32,119 $ 32,266 $ 30,544 $ 64,385 $ 59,272
Commercial paper and interest-bearing deposits 1,912 2,253 1,966 4,165 3,823
Securities available for sale 1,093 896 876 1,989 1,732
Other investments 772 832 1,014 1,604 1,853
Total interest and dividend income 35,896 36,247 34,400 72,143 66,680
Interest Expense
Deposits 6,321 5,853 3,607 12,174 6,357
Borrowings 2,541 3,321 3,692 5,862 6,950
Total interest expense 8,862 9,174 7,299 18,036 13,307
Net Interest Income 27,034 27,073 27,101 54,107 53,373
Provision for Loan Losses 400 400
Net Interest Income after Provision for Loan Losses 26,634 27,073 27,101 53,707 53,373
Noninterest Income
Service charges and fees on deposit accounts 2,605 2,443 2,577 5,048 4,978
Loan income and fees 871 882 295 1,753 623
Gain on sale of loans held for sale 3,775 2,299 944 6,074 2,614
BOLI income 509 697 520 1,206 1,056
Other, net 1,314 1,339 749 2,653 1,427
Total noninterest income 9,074 7,660 5,085 16,734 10,698
Noninterest Expense
Salaries and employee benefits 14,170 13,912 12,857 28,082 25,542
Net occupancy expense 2,384 2,342 2,425 4,726 4,751
Computer services 1,985 2,024 1,895 4,009 3,744
Telephone, postage, and supplies 798 802 743 1,600 1,512
Marketing and advertising 641 679 402 1,320 819
Deposit insurance premiums 12 335 12 639
Loss (gain) on sale and impairment of REO 122 (19 ) 75 103 254
REO expense 238 258 173 496 348
Core deposit intangible amortization 373 411 526 784 1,092
Other 3,318 3,124 2,427 6,442 5,040
Total noninterest expense 24,041 23,533 21,858 47,574 43,741
Income Before Income Taxes 11,667 11,200 10,328 22,867 20,330
Income Tax Expense 2,476 2,396 2,287 4,872 4,499
Net Income $ 9,191 $ 8,804 $ 8,041 $ 17,995 $ 15,831

7


Per Share Data

Three Months Ended Six months ended
December 31, September 30, December 31, December 31, December 31,
2019 2019 2018 2019 2018
Net income per common share:^(1)^
Basic $ 0.54 $ 0.51 $ 0.45 $ 1.05 $ 0.88
Diluted $ 0.52 $ 0.49 $ 0.43 $ 1.01 $ 0.84
Average shares outstanding:
Basic 16,906,457 17,097,647 17,797,553 17,002,052 17,961,465
Diluted 17,567,680 17,753,657 18,497,334 17,660,687 18,689,584
Book value per share at end of period $ 23.61 $ 23.18 $ 22.19 $ 23.61 $ 22.19
Tangible book value per share at end of period ^(2)^ $ 22.08 $ 21.65 $ 20.66 $ 22.08 $ 20.66
Cash dividends declared per common share $ 0.07 $ 0.06 $ 0.06 $ 0.13 $ 0.06
Total shares outstanding at end of period 17,664,384 17,818,145 18,520,825 17,664,384 18,520,825

__________________________________________________

(1) Basic and diluted net income per common share have been prepared in accordance with the two-class method.
(2) See Non-GAAP reconciliation tables below for adjustments.
--- ---

Selected Financial Ratios and Other Data

Three Months Ended Six Months Ended
December 31, September 30, December 31, December 31, December 31,
2019 2019 2018 2019 2018
Performance ratios: ^(1)^
Return on assets (ratio of net income to average total assets) 1.02 % 0.99 % 0.95 % 1.00 % 0.95 %
Return on equity (ratio of net income to average equity) 8.87 8.57 7.83 8.72 7.69
Tax equivalent yield on earning assets^(2)^ 4.34 4.43 4.45 4.38 4.34
Rate paid on interest-bearing liabilities 1.27 1.33 1.13 1.30 1.04
Tax equivalent average interest rate spread ^(2)^ 3.07 3.10 3.32 3.08 3.30
Tax equivalent net interest margin^(2) (3)^ 3.27 3.32 3.51 3.30 3.48
Average interest-earning assets to average interest-bearing liabilities 119.53 119.41 120.48 119.47 121.22
Operating expense to average total assets 2.66 2.64 2.59 2.65 2.61
Efficiency ratio 66.58 67.75 67.91 67.16 68.27
Efficiency ratio - adjusted ^(4)^ 66.05 67.20 67.32 66.62 67.67

_____________________________

(1) Ratios are annualized where appropriate.
(2) The weighted average rate for municipal leases is adjusted for a 24% combined federal and state tax rate, respectively since the interest from these leases is tax exempt.
--- ---
(3) Net interest income divided by average interest-earning assets.
--- ---
(4) See Non-GAAP reconciliation tables below for adjustments.
--- ---

8


At or For the Three Months Ended
December 31, September 30, June 30, March 31, December 31,
2019 2019 2019 2019 2018
Asset quality ratios:
Nonperforming assets to total assets^(1)^ 0.45 % 0.37 % 0.38 % 0.41 % 0.37 %
Nonperforming loans to total loans^(1)^ 0.56 0.43 0.38 0.43 0.37
Total classified assets to total assets 0.90 0.84 0.89 1.00 0.97
Allowance for loan losses to nonperforming loans^(1)^ 154.48 195.88 206.90 215.46 221.45
Allowance for loan losses to total loans 0.86 0.85 0.79 0.92 0.81
Allowance for loan losses to total gross loans excluding acquired loans^(2)^ 0.92 0.92 0.85 0.99 0.89
Net charge-offs (recoveries) to average loans (annualized) (0.05 ) 0.02 0.47 0.38 (0.07 )
Capital ratios:
Equity to total assets at end of period 12.02 % 11.30 % 11.76 % 11.78 % 12.04 %
Tangible equity to total tangible assets^(2)^ 11.33 10.63 11.06 11.06 11.31
Average equity to average assets 11.52 11.54 11.72 11.93 12.20

__________________________________________

(1) Nonperforming assets include nonaccruing loans, consisting of certain restructured loans, and REO. There were no accruing loans more than 90 days past due at the dates indicated. At December 31, 2019, there were $7.3 million of restructured loans included in nonaccruing loans and $7.6 million, or 53.0% of nonaccruing loans were current on their loan payments. Purchased impaired loans acquired through bank acquisitions are excluded from nonaccruing loans due to the accretion of discounts in accordance with the acquisition method of accounting for business combinations.
(2) See Non-GAAP reconciliation tables below for adjustments.
--- ---

9


Average Balance Sheet Data

For the Three Months Ended December 31,
2019 2018
Average<br>Balance<br>Outstanding Interest<br>Earned/<br>Paid^(2)^ Yield/<br>Rate^(2)^ Average<br>Balance<br>Outstanding Interest<br>Earned/<br>Paid^(2)^ Yield/<br>Rate^(2)^
(Dollars in thousands)
Assets:
Interest-earning assets:
Loans receivable^(1)^ $ 2,782,412 $ 32,409 4.66 % $ 2,610,117 $ 30,826 4.72 %
Commercial paper and deposits in other banks 346,376 1,912 2.21 % 313,158 1,965 2.51 %
Securities available for sale 165,577 1,093 2.64 % 151,788 876 2.31 %
Other interest-earning assets^(3)^ 44,398 772 6.95 % 44,147 1,015 9.20 %
Total interest-earning assets 3,338,763 36,186 4.34 % 3,119,210 34,682 4.45 %
Other assets 269,679 250,516
Total assets $ 3,608,442 $ 3,369,726
Liabilities and equity:
Interest-bearing deposits:
Interest-bearing checking accounts 455,747 375 0.33 % 465,418 302 0.26 %
Money market accounts 785,374 2,083 1.06 % 689,335 1,265 0.73 %
Savings accounts 168,022 50 0.12 % 196,434 63 0.13 %
Certificate accounts 778,664 3,813 1.96 % 564,112 1,977 1.40 %
Total interest-bearing deposits 2,187,807 6,321 1.16 % 1,915,299 3,607 0.75 %
Borrowings 605,489 2,541 1.68 % 673,783 3,692 2.19 %
Total interest-bearing liabilities 2,793,296 8,862 1.27 % 2,589,082 7,299 1.13 %
Noninterest-bearing deposits 334,732 309,012
Other liabilities 65,812 60,689
Total liabilities 3,193,840 2,958,783
Stockholders' equity 414,602 410,943
Total liabilities and stockholders' equity $ 3,608,442 $ 3,369,726
Net earning assets $ 545,467 $ 530,128
Average interest-earning assets to
average interest-bearing liabilities 119.53 % 120.48 %
Tax-equivalent:
Net interest income $ 27,324 $ 27,383
Interest rate spread 3.07 % 3.32 %
Net interest margin^(4)^ 3.27 % 3.51 %
Non-tax-equivalent:
Net interest income $ 27,034 $ 27,101
Interest rate spread 3.03 % 3.28 %
Net interest margin^(4)^ 3.24 % 3.48 %

__________________

(1) The average loans receivable, net balances include loans held for sale and nonaccruing loans.

(2) Interest income used in the average interest earned and yield calculation includes the tax equivalent adjustment of $290 and $282 for the three months ended December 31, 2019 and 2018, respectively, calculated based on a combined federal and state tax rate of 24%.

(3) The average other interest-earning assets consists of FRB stock, FHLB stock, and SBIC investments.

(4) Net interest income divided by average interest-earning assets.

10


For the Six Months Ended December 31,
2019 2018
Average<br><br>Balance<br><br>Outstanding Interest<br><br>Earned/<br><br>Paid^(2)^ Yield/<br><br>Rate^(2)^ Average<br><br>Balance<br><br>Outstanding Interest<br><br>Earned/<br><br>Paid^(2)^ Yield/<br><br>Rate^(2)^
(Dollars in thousands)
Assets:
Interest-earning assets:
Loans receivable^(1)^ $ 2,766,022 $ 64,960 4.70 % $ 2,584,145 $ 59,837 4.63 %
Commercial paper and deposits in other banks 354,750 4,165 2.35 % 317,219 3,823 2.41 %
Securities available for sale 152,143 1,989 2.61 % 153,019 1,732 2.26 %
Other interest-earning assets^(3)^ 45,054 1,604 7.12 % 43,302 1,853 8.56 %
Total interest-earning assets 3,317,969 72,718 4.38 % 3,097,685 67,245 4.34 %
Other assets 267,028 248,084
Total assets $ 3,584,997 $ 3,345,769
Liabilities and equity:
Interest-bearing liabilities:
Interest-bearing checking accounts 448,636 694 0.31 % 462,657 571 0.25 %
Money market accounts 752,178 3,844 1.02 % 683,332 2,222 0.65 %
Savings accounts 170,207 103 0.12 % 202,362 131 0.13 %
Certificate accounts 761,810 7,533 1.98 % 547,310 3,433 1.25 %
Total interest-bearing deposits 2,132,831 12,174 1.14 % 1,895,661 6,357 0.67 %
Borrowings 644,451 5,862 1.82 % 659,821 6,950 2.11 %
Total interest-bearing liabilities 2,777,282 18,036 1.30 % 2,555,482 13,307 1.04 %
Noninterest-bearing deposits 330,418 316,397
Other liabilities 64,456 61,985
Total liabilities 3,172,156 2,933,864
Stockholders' equity 412,841 411,905
Total liabilities and stockholders' equity $ 3,584,997 $ 3,345,769
Net earning assets $ 540,687 $ 542,203
Average interest-earning assets to
average interest-bearing liabilities 119.47 % 121.22 %
Tax-equivalent:
Net interest income $ 54,682 $ 53,938
Interest rate spread 3.08 % 3.30 %
Net interest margin^(4)^ 3.30 % 3.48 %
Non-tax-equivalent:
Net interest income $ 54,108 $ 53,373
Interest rate spread 3.05 % 3.26 %
Net interest margin^(4)^ 3.26 % 3.45 %

__________________

(1) The average loans receivable, net balances include loans held for sale and nonaccruing loans.

(2) Interest income used in the average interest earned and yield calculation includes the tax equivalent adjustment of $574 and $565 for the six months ended December 31, 2019 and 2018, respectively, calculated based on a combined federal and state tax rate of 24%.

(3) The average other interest-earning assets consists of FRB stock, FHLB stock, and SBIC investments.

(4) Net interest income divided by average interest-earning assets.

11


Loans (Dollars in thousands) December 31, 2019 September 30, 2019 June 30, 2019 March 31, 2019 December 31, 2018
Retail consumer loans:
One-to-four family $ 417,255 $ 396,649 $ 660,591 $ 658,723 $ 661,374
HELOCs - originated 142,989 141,129 139.435 133,203 135,430
HELOCs - purchased 92,423 104,324 116,972 128,832 138,571
Construction and land/lots 71,901 85,319 80,602 76,153 74,507
Indirect auto finance 142,533 147,808 153,448 162,127 170,516
Consumer 11,102 11,400 11.416 19,374 13,520
Total retail consumer loans 878,203 886,629 1,162,464 1,178,412 1,193,918
Commercial loans:
Commercial real estate 998,019 990,787 927,261 892,383 904,357
Construction and development 223,839 203,494 210,916 214,511 198,738
Commercial and industrial 152,727 158,706 160,471 154,471 143,201
Equipment finance 185,427 154,479 132,058 109.175 81,380
Municipal leases 115,240 114,382 112,016 112,067 111,135
Total commercial loans 1,675,252 1,621,848 1,542,722 1,482,607 1,438,812
Total loans 2,553,455 2,508,477 2,705,186 2,661,019 2,632,730
Deferred loan costs (fees), net 1,086 253 4 (372 ) (499 )
Total loans, net of deferred loan fees 2,554,541 2,508,730 2,705,190 2,660,647 2,632,231
Allowance for loan losses (22,031 ) (21,314 ) (21,429 ) (24,416 ) (21,419 )
Loans, net $ 2,532,510 $ 2,487,416 $ 2,683,761 $ 2,636,231 $ 2,610,812
Deposits (Dollars in thousands) December 31, 2019 September 30, 2019 June 30, 2019 March 31, 2019 December 31, 2018
Core deposits:
Noninterest-bearing accounts $ 327,320 $ 327,371 $ 294,322 $ 301,083 $ 300,031
NOW accounts 457,428 449,623 452,295 477,637 474,080
Money market accounts 815,949 769,000 691,172 692,102 703,445
Savings accounts 167,520 169,872 177,278 192,754 192,954
Total core deposits 1,768,217 1,715,866 1,615,067 1,663,576 1,670,510
Certificates of deposit 789,552 778,328 712,190 644,819 587,559
Total deposits $ 2,557,769 $ 2,494,194 $ 2,327,257 $ 2,308,395 $ 2,258,069

12


Non-GAAP Reconciliations

In addition to results presented in accordance with generally accepted accounting principles utilized in the United States ("GAAP"), this earnings release contains certain non-GAAP financial measures, which include: the efficiency ratio; tangible book value; tangible book value per share; tangible equity to tangible assets ratio; and the ratio of the allowance for loan losses to total loans excluding acquired loans. The Company believes these non-GAAP financial measures and ratios as presented are useful for both investors and management to understand the effects of certain items and provides an alternative view of the Company's performance over time and in comparison to the Company's competitors. These non-GAAP measures have inherent limitations, are not required to be uniformly applied and are not audited. They should not be considered in isolation or as a substitute for total stockholders' equity or operating results determined in accordance with GAAP. These non-GAAP measures may not be comparable to similarly titled measures reported by other companies.

Set forth below is a reconciliation to GAAP of our efficiency ratio:

Three Months Ended Six Months Ended
(Dollars in thousands) December 31, September 30, December 31, December 31, December 31,
2019 2019 2018 2019 2018
Noninterest expense $ 24,041 $ 23,533 $ 21,858 $ 47,574 $ 43,741
Net interest income $ 27,034 $ 27,073 $ 27,101 $ 54,107 $ 53,373
Plus noninterest income 9,074 7,660 5,085 16,734 10,698
Plus tax equivalent adjustment 290 285 282 574 565
Net interest income plus noninterest income – as adjusted $ 36,398 $ 35,018 $ 32,468 $ 71,415 $ 64,636
Efficiency ratio - adjusted 66.05 % 67.20 % 67.32 % 66.62 % 67.67 %
Efficiency ratio 66.58 % 67.75 % 67.91 % 67.16 % 68.27 %

Set forth below is a reconciliation to GAAP of tangible book value and tangible book value per share:

As of
(Dollars in thousands, except per share data) December 31, September 30, June 30, March 31, December 31,
2019 2019 2019 2019 2018
Total stockholders' equity $ 416,995 $ 413,068 $ 408,896 $ 407,230 $ 410,970
Less: goodwill, core deposit intangibles, net of taxes 26,959 27,246 27,562 27,908 28,284
Tangible book value ^(1)^ $ 390,036 $ 385,822 $ 381,334 $ 379,322 $ 382,686
Common shares outstanding 17,664,384 17,818,145 17,984,105 18,265,535 18,520,825
Tangible book value per share $ 22.08 $ 21.65 $ 21.20 $ 20.77 $ 20.66
Book value per share $ 23.61 $ 23.18 $ 22.74 $ 22.29 $ 22.19

(1)    Tangible book value is equal to total stockholders' equity less goodwill and core deposit intangibles, net of related deferred tax liabilities.

Set forth below is a reconciliation to GAAP of tangible equity to tangible assets:

As of
December 31, September 30, June 30, March 31, December 31,
2019 2019 2019 2019 2018
(Dollars in thousands)
Tangible equity^(1)^ $ 390,036 $ 385,822 $ 381,334 $ 379,322 $ 382,686
Total assets 3,470,232 3,655,309 3,476,178 3,457,737 3,413,099
Less: goodwill, core deposit intangibles, net of taxes 26,959 27,246 27,562 27,908 28,284
Total tangible assets^(2)^ $ 3,443,273 $ 3,628,063 $ 3,448,616 $ 3,429,829 $ 3,384,815
Tangible equity to tangible assets 11.33 % 10.63 % 11.06 % 11.06 % 11.31 %

(1)    Tangible equity (or tangible book value) is equal to total stockholders' equity less goodwill and core deposit intangibles, net of related deferred tax liabilities.

(2)    Total tangible assets is equal to total assets less goodwill and core deposit intangibles, net of related deferred tax liabilities.

13


Set forth below is a reconciliation to GAAP of the allowance for loan losses to total loans (excluding net deferred loan fees) and the allowance for loan losses as adjusted to exclude acquired loans:

As of
(Dollars in thousands) December 31, September 30, June 30, March 31, December 31,
2019 2019 2019 2019 2018
Total gross loans receivable (GAAP) $ 2,553,455 $ 2,508,477 $ 2,705,186 $ 2,661,019 $ 2,632,730
Less: acquired loans 186,970 206,937 214,046 223,101 236,389
Adjusted loans (non-GAAP) $ 2,366,485 $ 2,301,540 $ 2,491,140 $ 2,437,918 $ 2,396,341
Allowance for loan losses (GAAP) $ 22,031 $ 21,314 $ 21,429 $ 24,416 $ 21,419
Less: allowance for loan losses on acquired loans 152 194 201 201 199
Adjusted allowance for loan losses $ 21,879 $ 21,120 $ 21,228 $ 24,215 $ 21,220
Adjusted allowance for loan losses / Adjusted loans (non-GAAP) 0.92 % 0.92 % 0.85 % 0.99 % 0.89 %

14