UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]            QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017

[  ]            TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _______ to ________

Commission file number:      001-35593

HOMETRUST BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Maryland
 
           45-5055422
(State or other jurisdiction of incorporation of organization)
 
(IRS Employer Identification No.)

10 Woodfin Street, Asheville, North Carolina 28801
(Address of principal executive offices; Zip Code)

(828) 259-3939
(Registrant's telephone number, including area code)

None
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 and 15(d) of the Exchange Act 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 [X] No [  ]

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 [  ]      
 
(Do not check if a smaller reporting company)        
 
Accelerated filer [X]
 
 
 
 
Non-accelerated filer   [  ]
 
 
Smaller reporting company [  ]
 
 
 
 
 
Emerging growth company [X]
 
 
 
 
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 [X]
APPLICABLE ONLY TO CORPORATE ISSUERS
There were  18,962,075 shares of common stock, par value of $.01 per share, issued and outstanding as of  November 6, 2017 .




HOMETRUST BANCSHARES, INC. AND SUBSIDIARIES
10-Q
TABLE OF CONTENTS
 
 
 
Page
Number
 
 
 
 
Item 1. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2. 
 
 
 
 
Item 3. 
 
 
 
 
Item 4. 
 
 
 
 
 
 
 
 
 
Item 1. 
 
 
 
 
Item 1A. 
 
 
 
 
Item 2. 
 
 
 
 
Item 3. 
 
 
 
 
Item 4. 
 
 
 
 
Item 5 
 
 
 
 
Item 6. 
 
 
 
 
 
 
 
 

1



PART I.  FINANCIAL INFORMATION
Item 1.    Financial Statements
HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Consolidated Balance Sheets
(Dollars in thousands, except per share data)
 
(Unaudited)
 
 
 
September 30, 2017
 
June 30,
2017
Assets
 
 
 
Cash
$
38,162

 
$
41,982

Interest-bearing deposits
40,809

 
45,003

Cash and cash equivalents
78,971

 
86,985

Commercial paper
199,774

 
149,863

Certificates of deposit in other banks
110,454

 
132,274

Securities available for sale, at fair value
182,053

 
199,667

Other investments, at cost
38,651

 
39,355

Loans held for sale
7,793

 
5,607

Total loans, net of deferred loan fees
2,394,755

 
2,351,470

Allowance for loan losses
(21,997
)
 
(21,151
)
Net loans
2,372,758

 
2,330,319

Premises and equipment, net
62,614

 
63,648

Accrued interest receivable
9,340

 
8,758

Real estate owned ("REO")
5,941

 
6,318

Deferred income taxes
55,653

 
57,387

Bank owned life insurance ("BOLI")
86,561

 
85,981

Goodwill
25,638

 
25,638

Core deposit intangibles
6,454

 
7,173

Other assets
7,343

 
7,560

Total Assets
$
3,249,998

 
$
3,206,533

Liabilities and Stockholders' Equity
 

 
 

Liabilities
 

 
 

Deposits
$
2,100,310

 
$
2,048,451

Borrowings
679,800

 
696,500

Capital lease obligations
1,931

 
1,937

Other liabilities
62,458

 
61,998

Total liabilities
2,844,499

 
2,808,886

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, 18,968,675 shares
    issued and outstanding at September 30, 2017; 18,967,875 at June 30, 2017
190

 
190

Additional paid in capital
214,827

 
213,459

Retained earnings
197,907

 
191,660

Unearned Employee Stock Ownership Plan ("ESOP") shares
(7,803
)
 
(7,935
)
Accumulated other comprehensive income
378

 
273

Total stockholders' equity
405,499

 
397,647

Total Liabilities and Stockholders' Equity
$
3,249,998

 
$
3,206,533

The accompanying notes are an integral part of these consolidated financial statements.

2



HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Income
(Dollars in thousands, except per share data)
 
(Unaudited)
 
Three Months Ended
 
September 30,
 
2017
 
2016
Interest and Dividend Income
 
 
 
Loans
$
25,250

 
$
20,480

Securities available for sale
971

 
880

Certificates of deposit and other interest-bearing deposits
1,169

 
1,044

Other investments
506

 
387

Total interest and dividend income
27,896

 
22,791

Interest Expense
 

 
 

Deposits
1,346

 
1,099

Borrowings
1,969

 
555

Total interest expense
3,315

 
1,654

Net Interest Income
24,581

 
21,137

Provision for Loan Losses

 

Net Interest Income after Provision for Loan Losses
24,581

 
21,137

Noninterest Income
 

 
 

Service charges and fees on deposit accounts
2,039

 
1,914

Loan income and fees
1,102

 
976

BOLI income
562

 
562

Gain from sale of premises and equipment
164

 
385

Other, net
710

 
404

Total noninterest income
4,577

 
4,241

Noninterest Expense
 

 
 

Salaries and employee benefits
12,352

 
10,691

Net occupancy expense
2,349

 
2,061

Marketing and advertising
453

 
430

Telephone, postage, and supplies
685

 
612

Deposit insurance premiums
414

 
279

Computer services
1,545

 
1,427

Loss (gain) on sale and impairment of REO
(146
)
 
129

REO expense
241

 
144

Core deposit intangible amortization
719

 
650

Merger-related expenses

 
307

Other
2,469

 
2,400

Total noninterest expense
21,081

 
19,130

Income Before Income Taxes
8,077

 
6,248

Income Tax Expense
2,510

 
2,424

Net Income
$
5,567

 
$
3,824

Per Share Data:
 

 
 

Net income per common share:
 

 
 

Basic
$
0.31

 
$
0.22

Diluted
$
0.30

 
$
0.22

Average shares outstanding:
 

 
 

Basic
17,966,994

 
17,208,682

Diluted
18,616,452

 
17,451,295

The accompanying notes are an integral part of these consolidated financial statements.

3



HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Comprehensive Income
(Dollars in thousands)
 
(Unaudited)
 
Three Months Ended
 
September 30,
 
2017
 
2016
Net Income
$
5,567

 
$
3,824

Other Comprehensive Income (Loss)
 

 
 

  Unrealized holding gains (losses) on securities available for sale
 

 
 

Gains (losses) arising during the period
158

 
(586
)
Deferred income tax benefit (expense)
(53
)
 
199

Total other comprehensive income (loss)
$
105

 
$
(387
)
Comprehensive Income
$
5,672

 
$
3,437

The accompanying notes are an integral part of these consolidated financial statements.

4



HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Changes in Stockholders' Equity
(Dollars in thousands)
 
Common Stock
 
Additional
Paid In
Capital
 
Retained
Earnings
 
Unearned
ESOP
Shares
 
Accumulated
Other
Comprehensive
Income (loss)
 
Total
Stockholders'
Equity
 
Shares
 
Amount
 
 
 
 
 
Balance at June 30, 2016
17,998,750

 
$
180

 
$
186,104

 
$
179,813

 
$
(8,464
)
 
$
2,343

 
$
359,976

Net income

 

 

 
3,824

 

 

 
3,824

Granted restricted stock
400

 

 

 

 

 

 

Stock option expense

 

 
362

 

 

 

 
362

Restricted stock expense

 

 
377

 

 

 

 
377

ESOP shares allocated

 

 
117

 

 
132

 

 
249

Other comprehensive loss

 

 

 

 

 
(387
)
 
(387
)
Balance at September 30, 2016
17,999,150

 
$
180

 
$
186,960

 
$
183,637

 
$
(8,332
)
 
$
1,956

 
$
364,401

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at June 30, 2017
18,967,875

 
$
190

 
$
213,459

 
$
191,660

 
$
(7,935
)
 
$
273

 
$
397,647

Net income

 

 

 
5,567

 

 

 
5,567

Cumulative-effect adjustment on the change in accounting for share-based payments

 

 

 
680

 

 

 
680

Exercised stock options
800

 

 
12

 

 

 

 
12

Stock option expense

 

 
745

 

 

 

 
745

Restricted stock expense

 

 
428

 

 

 

 
428

ESOP shares allocated

 

 
183

 

 
132

 

 
315

Other comprehensive income

 

 

 

 

 
105

 
105

Balance at September 30, 2017
18,968,675

 
$
190

 
$
214,827

 
$
197,907

 
$
(7,803
)
 
$
378

 
$
405,499

The accompanying notes are an integral part of these consolidated financial statements.

5



HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Dollars in thousands)
 
(Unaudited)
 
Three Months Ended September 30,
 
2017
 
2016
Operating Activities:
 
 
 
Net income
$
5,567

 
$
3,824

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 

 
 

Depreciation
836

 
868

Deferred income tax expense
2,361

 
2,266

Net amortization and accretion
(1,187
)
 
(2,180
)
Gain from sale of premises and equipment
(164
)
 
(385
)
Loss (gain) on sale and impairment of REO
(146
)
 
129

Gain on sale of loans held for sale
(704
)
 
(382
)
Origination of loans held for sale
(32,424
)
 
(38,908
)
Proceeds from sales of loans held for sale
30,942

 
36,241

Increase (decrease) in deferred loan fees, net
340

 
(5
)
Increase in accrued interest receivable and other assets
(365
)
 
(1,232
)
Amortization of core deposit intangibles
719

 
650

BOLI income
(562
)
 
(562
)
ESOP compensation expense
315

 
249

Restricted stock and stock option expense
1,173

 
739

Increase (decrease) in other liabilities
460

 
(4,320
)
Net cash provided by (used in) operating activities
7,161

 
(3,008
)
Investing Activities:
 

 
 

Purchase of securities available for sale

 
(13,000
)
Proceeds from maturities of securities available for sale
11,680

 
12,570

Net maturities (purchases) of commercial paper
(49,278
)
 
9,724

Purchase of certificates of deposit in other banks
(7,190
)
 
(13,754
)
Maturities of certificates of deposit in other banks
29,010

 
21,835

Principal repayments of mortgage-backed securities
5,822

 
6,649

Net redemptions (purchases) of other investments
704

 
(2,023
)
Net increase in loans
(42,207
)
 
(47,513
)
Purchase of BOLI
(18
)
 
(24
)
Purchase of premises and equipment
(561
)
 
(628
)
Capital improvements to REO
(18
)
 

Proceeds from sale of premises and equipment
923

 
395

Proceeds from sale of REO
793

 
417

Net cash used in investing activities
(50,340
)
 
(25,352
)
Financing Activities:
 

 
 

Net increase (decrease) in deposits
51,859

 
(9,168
)
Net increase (decrease) in other borrowings
(16,700
)
 
45,500

Exercised stock options
12

 

Decrease in capital lease obligations
(6
)
 
(5
)
Net cash provided by financing activities
35,165

 
36,327

Net Increase (Decrease) in Cash and Cash Equivalents
(8,014
)
 
7,967

Cash and Cash Equivalents at Beginning of Period
86,985

 
52,596

Cash and Cash Equivalents at End of Period
$
78,971

 
$
60,563


6



HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows (continued)
(Dollars in thousands)
 
(Unaudited)
Supplemental Disclosures:
Three Months Ended September 30,
 
2017
 
2016
Cash paid during the period for:
 
 
 
Interest
$
3,379

 
$
2,129

Income taxes
20

 
100

Noncash transactions:
 

 
 

Unrealized gain (loss) in value of securities available for sale, net of income taxes
105

 
(387
)
Transfers of loans to REO
252

 
305

Cumulative-effect adjustment on the change in accounting for share-based payments

680

 

The accompanying notes are an integral part of these consolidated financial statements.

7


HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)
1.
Summary of Significant Accounting Policies
The consolidated financial statements presented in this report include the accounts of HomeTrust Bancshares, Inc., a Maryland corporation ("HomeTrust"), and its wholly-owned subsidiary, HomeTrust Bank (the "Bank"). As used throughout this report, the term the "Company" refers to HomeTrust and the Bank, its consolidated subsidiary, unless the context otherwise requires.
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position and results of operations for the periods presented have been included. It is recommended that these unaudited interim consolidated financial statements be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended June 30, 2017 (" 2017 Form 10-K") filed with the SEC on September 12, 2017 . The results of operations for the three months ended September 30, 2017 are not necessarily indicative of results that may be expected for the entire fiscal year ending June 30, 2018 .
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements. Various elements of the Company's accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions, and other subjective assessments. In particular, management has identified several accounting policies that, due to the judgments, estimates and assumptions inherent in those policies, are critical to an understanding of the Company's financial statements. These policies relate to (i) the determination of the provision and the allowance for loan losses, (ii) business combinations and acquired loans, (iii) the valuation of REO, (iv) the valuation of goodwill and other intangible assets, and (v) the valuation of or recognition of deferred tax assets and liabilities. These policies and judgments, estimates and assumptions are described in greater detail in subsequent notes to the Consolidated Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations (Critical Accounting Policies) in our 2017 Form 10-K. Management believes that the judgments, estimates and assumptions used in the preparation of the financial statements are appropriate based on the factual circumstances at the time. However, given the sensitivity of the financial statements to these critical accounting policies, the use of other judgments, estimates and assumptions could result in material differences in the Company's results of operations or financial condition. Further, subsequent changes in economic or market conditions could have a material impact on these estimates and the Company's financial condition and operating results in future periods.
Certain amounts reported in prior periods' consolidated financial statements have been reclassified to conform to the current presentation. Such reclassifications had no effect on previously reported cash flows, stockholders' equity or net income.
2.
Recent Accounting Pronouncements
In August 2015, the Financial Accounting Standards Board ("FASB") issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606)”, which defers the effective date of Accounting Standard Update ("ASU") No. 2014-09 one year. ASU No. 2014-09 created Topic 606 and supersedes Topic 605, Revenue Recognition. The core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In general, the new guidance requires companies to use more judgment and make more estimates than under current guidance, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which provides clarifying guidance in certain narrow areas and adds some practical expedients, but does not change the core revenue recognition principle in Topic 606. ASU No. 2015-14 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For financial reporting purposes, the standard allows for either full retrospective adoption, meaning the standard is applied to all of the periods presented, or modified retrospective adoption, meaning the standard is applied only to the most current period presented in the financial statements with the cumulative effect of initially applying the standard recognized at the date of initial application. A significant amount of the Company’s revenues are derived from net interest income on financial assets and liabilities, which are excluded from the scope of the amended guidance. With respect to noninterest income, the Company is in its preliminary stages of identifying and evaluating the revenue streams and underlying revenue contracts within the scope of the guidance. The Company is expecting to begin developing processes and procedures during fiscal 2018 to ensure it is fully compliant with these amendments at the adoption date. To date, the Company has not yet identified any significant changes in the timing of revenue recognition when considering the amended accounting guidance; however, the Company’s implementation efforts are ongoing and such assessments may change prior to the July 1, 2018 implementation date.
In January 2016, the FASB issued ASU 2016-01, "Financial Instruments (Subtopic 825-10) Recognition and Measurement of Financial Assets and Financial Liabilities." The ASU amends the guidance in GAAP on the classification and measurement of financial instruments. The ASU includes the following changes: i) equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (ii) requires the use of exit price notion when measuring the fair value of financial instruments for disclosure purposes; (iii) require separate presentation of financial assets and

8

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)

financial liabilities by measurement category and form of financial asset (i.e. securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; (iv) allows an equity investment that does not have readily determinable fair values, to be measured at cost minus impairment (if any), plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer; (v) eliminates the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, and requires a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (vi) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e. securities or loans and receivables) on the balance sheet or in the accompanying notes to the financial statements; and (vii) clarifies that a valuation allowance on a deferred tax asset related to available-for-sale securities should be evaluated in combination with the organization’s other deferred tax assets. The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The adoption of ASU No. 2016-01 is not expected to have a material impact on the Company's Consolidated Financial Statements. Management is in the planning stages of developing processes and procedures to comply with the disclosures requirements of this ASU, which could impact the disclosures the Company makes related to fair value of its financial instruments.
In February 2016, the FASB issued ASU 2016-02, "Leases (ASC 842)." The guidance in this ASU requires most leases to be recognized on the balance sheet as a right-of-use asset and a lease liability. It will be critical to identify leases embedded in a contract to avoid misstating the lessee’s balance sheet. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification will be based on criteria that are largely similar to those applied in current lease accounting, but without explicit bright lines. The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. We are currently evaluating the impact of this guidance on our Consolidated Financial Statements and the timing of adoption. The Company will compile an inventory of all leased assets to determine the impact of ASU 2016-02 on its financial condition and results of operations. Once adopted, we expect to report higher assets and liabilities on our Consolidated Balance Sheets as a result of including right-of-use assets and lease liabilities related to certain banking offices and certain equipment under noncancelable operating lease agreements, which currently are not reflected in our Consolidated Balance Sheets. We do not expect the guidance to have a material impact on the Consolidated Statements of Income or the Consolidated Statements of Changes in Stockholders' Equity.
In March 2016, the FASB issued ASU 2016-09, "Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting." The ASU changes the accounting for certain aspects of share-based payments to employees. The guidance requires the recognition of the income tax effects of awards in the income statement when the awards vest or are settled, thus eliminating additional paid in capital pools. The guidance also allows for the employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting. In addition, the guidance allows for a policy election to account for forfeitures as they occur rather than on an estimated basis. We have elected to account for forfeitures of stock-based awards as they occur. The Company has adopted the amendments in this ASU and appropriate disclosures have been included in this Note. At the adoption of this ASU, we had a cumulative adjustment to retained earnings of $680,000 . In accordance with the transition guidance outlined in this ASU, the adoption had no effect on net income or shareholder's equity in any previously issued periods. Going forward, we expect this ASU to create some volatility in our reported income tax expense related to the excess tax benefits for employee stock-based transactions, however, the actual amounts recognized will be dependent on the amount of employee stock-based transactions and the stock price at the time of exercise or vesting.
In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments." The ASU significantly changes the impairment model for most financial assets that are measured at amortized cost and certain other instruments from an incurred loss model to an expected loss model. The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted for all entities beginning after December 15, 2018, including interim periods within those fiscal years. The Company is in the process of identifying required changes to the loan loss estimation models and processes and evaluating the impact of this new guidance. Once adopted, we expect our allowance for loan losses to increase, however, until our evaluation is complete the magnitude of the increase will be unknown.
In August 2016, the FASB issued ASU No. 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments." The ASU amends the guidance on the classification of certain cash receipts and payments in the statement of cash flows and is intended to reduce the diversity in practice. The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted for all entities beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the impact of the pending adoption of the ASU on its Consolidated Financial Statements.
In December 2016, FASB issued ASU No. 2016-19, "Technical Corrections and Improvements" and ASU 2016-20, "Technical Corrections and Improvements to Topic 606: Revenue from Contracts with Customers." On November 10, 2010 FASB added a standing project that will facilitate the FASB Accounting Standards Codification ("Codification”) updates for technical corrections, clarifications, and improvements. These amendments are referred to as Technical Corrections and Improvements. Maintenance updates include non-substantive corrections to the Codification, such as editorial corrections, various link-related changes, and changes to source fragment information. These updates contain amendments that will affect a wide variety of Topics in the Codification. The amendments in these ASUs will apply to all reporting entities within the scope of the affected accounting guidance and generally fall into one of four categories: amendments related to differences between original guidance and the Codification, guidance clarification and reference corrections, simplification, and minor improvements. In summary, the amendments represent changes to clarify the Codification, correct unintended application of guidance, or make minor improvements to the Codification that are not expected to have a significant effect on current accounting practice. Transition guidance varies based on the amendments

9

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)

in the ASUs. The amendments that require transition guidance are effective for fiscal years and interim reporting periods after December 15, 2016. Early adoption is permitted including adoption in an interim period. All other amendments are effective upon the issuance of these ASUs. Neither ASU 2016-19 nor ASU 2016-20 had a material impact on the Company's Consolidated Financial Statements.
In January 2017, FASB issued ASU 2017-03, "Accounting Changes and Error Corrections (Topic 250) and Investments-Equity Method and Joint Ventures (Topic 323)." The ASU amends the Codification for SEC staff announcements made at recent Emerging Issues Task Force (EITF) meetings. The SEC guidance that specifically relates to our Consolidated Financial Statements was from the September 2016 meeting, where the SEC staff expressed their expectations about the extent of disclosures registrants should make about the effects of the new FASB guidance as well as any amendments issued prior to adoption, on revenue (ASU 2014-09), leases (ASU 2016-02) and credit losses on financial instruments (ASU 2016-13) in accordance with SAB Topic 11.M. Registrants are required to disclose the effect that recently issued accounting standards will have on their financial statements when adopted in a future period. In cases where a registrant cannot reasonably estimate the impact of the adoption, then additional qualitative disclosures should be considered. The ASU incorporates these SEC staff views into ASC 250 and adds references to that guidance in the transition paragraphs of each of the three new standards. The Company has adopted the amendments in this ASU and appropriate disclosures have been included in this Note for each recently issued accounting standard.
In January 2017, FASB issued ASU 2017-04, "Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment." The ASU removes the requirement to compare the implied fair value of goodwill with its carrying value as required in Step 2 of the goodwill impairment test. Under the ASU, registrants would perform their goodwill impairment test and recognize an impairment charge for any amount the carrying value exceeds the reporting unit's fair value, but limited by the amount of goodwill allocated to that reporting unit. The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted for all entities after January 1, 2017. The Company did early adopt this ASU and adoption did not have a material effect on the Company's Consolidated Financial Statements.
In March 2017, FASB issued ASU 2017-08, "Receivables-Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities." The ASU requires entities to amortize the premium on certain purchased callable debt securities to the earliest call date, which more closely aligns the amortization period of premiums and discounts to expectations incorporated in the market prices. Entities will no longer recognize a loss in earnings upon the debtor's exercise of a call on a purchased debt security held at a premium. The ASU does not require any accounting change for debt securities held at a discount, therefore the discount will continue to be amortized as an adjustment of yield over the contractual life of the investment. The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. Early adoption is permitted for all entities. The adoption of ASU No. 2017-08 is not expected to have a material impact on the Company's Consolidated Financial Statements.
In May 2017, the FASB issued ASU 2017-09, "Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting." This ASU provides clarity on the guidance related to stock compensation when there have been changes to the terms or conditions of a share-based payment award to which an entity would be required to apply modification accounting under ASC 718. The ASU provides the three following criteria must be met in order to not account for the effect of the modification of terms or conditions: the fair value, the vesting conditions and the classification as an equity or liability instrument of the modified award is the same as the original award immediately before the original award is modified. The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. The adoption of ASU No. 2017-09 is not expected to have a material impact on the Company's Consolidated Financial Statements.
In August 2017, FASB issued ASU 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities." This ASU improves the transparency and understandability of disclosures in the financial statements regarding the entities risk management activities and reduces the complexity of hedge accounting. The amendments in this ASU permit hedge accounting for hedging relationships involving nonfinancial risk and interest rate risk by removing certain limitations in cash flow and fair value hedging relationships. In addition, the ASU requires an entity to present the earnings effect of the hedging instrument in the same income statement line item in which the earnings effect of the hedged item is reported. The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018 and early adoption is permitted. The adoption of ASU No. 2017-12 is not expected to have a material impact on the Company's Consolidated Financial Statements.
3.
Business Combinations
All business combinations are accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed and consideration exchanged are recorded at acquisition date fair values. Fair values are preliminary and subject to refinement for up to one year after the closing date of the acquisition as additional information regarding the closing date fair values becomes available.
United Financial of North Carolina, Inc.

On December 31, 2016, the Bank acquired United Financial of North Carolina, Inc. ("United Financial"), a municipal lease company headquartered in Fletcher, North Carolina that specializes in providing financing for fire departments and municipalities for the purchase of fire trucks and related equipment as well as the construction of fire stations and other municipal buildings across the Carolinas and other southeastern states. United Financial underwrites and originates these municipal leases and then sells them to HomeTrust and other financial institutions. Beginning January 1, 2017, United Financial has conducted business under the name United Financial, a division of HomeTrust Bank.


10

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)

The total consideration paid by the Bank in the United Financial acquisition approximates $425 . Per the merger agreement, a cash payment of $200 was paid on the acquisition date with an additional $225 due in the third quarter of fiscal 2018; all of which was allocated to goodwill.

TriSummit Bancorp. Inc.

On January 1, 2017, HomeTrust completed its acquisition of TriSummit Bancorp, Inc., (“TriSummit”) pursuant to an Agreement and Plan of Merger, dated as of September 20, 2016, under which TriSummit merged with and into HomeTrust (the “Merger”) with HomeTrust as the surviving corporation in the Merger. Immediately following the Merger, TriSummit's wholly owned subsidiary bank, TriSummit Bank, merged with and into the Bank (together with the Merger, the “TriSummit Merger”).

Pursuant to the Merger Agreement, each share of the common stock of TriSummit and each share of Series A Preferred Stock of TriSummit issued and outstanding immediately prior to the Merger (on an as converted basis to a share of TriSummit common stock) was converted into the right to receive $4.40 in cash and .2099 shares of HomeTrust common stock, with cash paid in lieu of fractional share interests. At the Merger date, 50% of outstanding options granted by TriSummit were canceled. The remaining options were assumed by HomeTrust and converted into options to purchase 86,185 shares of HomeTrust Common Stock. In addition, TriSummit’s $7,222 Series B, Series C and Series D TARP preferred stock (all held by private shareholders) was redeemed in connection with the closing of the merger.
The total consideration paid by HomeTrust in the TriSummit Merger approximates $36,126 . The total number of HomeTrust shares issued was 765,277 shares. HomeTrust paid aggregate cash consideration of approximately $16,083 .

11

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)

The following table presents the consideration paid by the Company in the acquisition of TriSummit and the assets acquired and liabilities assumed as of January 1, 2017:
 
As Recorded by TriSummit
 
Fair Value and Other Merger Related Adjustments
 
As Recorded by the Company
Consideration Paid:
 
 
 
 
 
Cash paid including cash in lieu of fractional shares
 
 
 
 
$
16,083

Fair value of HomeTrust common stock at $25.90 per share
 
 
 
 
20,043

Total consideration
 
 
 
 
$
36,126

Assets:
 
 
 
 
 
Cash and cash equivalents
$
5,498

 
$

 
$
5,498

Certificates of deposit in other banks
250

 

 
250

Investment securities
58,728

 
(203
)
 
58,525

Other investments, at cost
2,614

 

 
2,614

Loans, net
261,926

 
(3,867
)
 
258,059

Premises and equipment, net
12,841

 
(2,419
)
 
10,422

REO
1,633

 
(122
)
 
1,511

Deferred income tax
2,653

 
4,462

 
7,115

Bank owned life insurance
3,762

 

 
3,762

Core deposit intangibles
1,285

 
1,575

 
2,860

Other assets
1,453

 
(105
)
 
1,348

Total assets acquired
$
352,643

 
$
(679
)
 
$
351,964

 
 
 
 
 
 
Liabilities:
 
 
 
 
 
Deposits
$
279,647

 
$
587

 
280,234

Borrowings
47,453

 
16

 
47,469

Other liabilities
675

 

 
675

Total liabilities assumed
$
327,775

 
$
603

 
$
328,378

Net identifiable assets acquired over liabilities assumed
$
24,868

 
$
(1,282
)
 
$
23,586

Goodwill

 
 
 
$
12,540

The carrying amount of acquired loans from TriSummit as of January1, 2017 consisted of purchased performing loans and Purchase Credit Impaired ("PCI") loans as detailed in the following table:
 
Purchased
Performing
 
PCI
 
Total
Loans
Retail Consumer Loans:
 
 
 
 
 
One-to-four family
$
75,179

 
$
3,753

 
$
78,932

HELOCs
6,479

 
2

 
6,481

Construction and land/lots
15,591

 

 
15,591

Consumer
1,686

 
17

 
1,703

Commercial:
 
 
 

 


Commercial real estate
107,880

 
3,494

 
111,374

Construction and development
15,253

 
142

 
15,395

Commercial and industrial
28,295

 
288

 
28,583

Total
$
250,363

 
$
7,696

 
$
258,059



12

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)

The following table presents the performing loans receivable purchased from TriSummit at January 1, 2017, the acquisition date:
Contractually required principal payments receivable
$
255,852

Adjustment for credit, interest rate, and liquidity
5,489

Balance of purchased loans receivable
$
250,363

The following table presents the PCI loans acquired from TriSummit at January 1, 2017, the acquisition date:
Contractually required principal and interest payments receivable
$
11,474

Amounts not expected to be collected - nonaccretable difference
2,490

Estimated payments expected to be received
8,984

Accretable yield
1,288

Fair value of PCI loans
$
7,696

4.
Securities Available for Sale
Securities available for sale consist of the following at the dates indicated:
 
September 30, 2017
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair
Value
U.S. Government Agencies
$
55,967

 
$
173

 
$
(265
)
 
$
55,875

Residential Mortgage-backed Securities of U.S. Government
 

 
 

 
 

 
 

Agencies and Government-Sponsored Enterprises
86,905

 
451

 
(272
)
 
87,084

Municipal Bonds
32,304

 
442

 
(23
)
 
32,723

Corporate Bonds
6,242

 
115

 
(49
)
 
6,308

Equity Securities
63

 

 

 
63

Total
$
181,481

 
$
1,181

 
$
(609
)
 
$
182,053

 
June 30, 2017
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair
Value
U.S. Government Agencies
$
65,947

 
$
184

 
$
(301
)
 
$
65,830

Residential Mortgage-backed Securities of U.S. Government
 

 
 

 
 

 
 

Agencies and Government-Sponsored Enterprises
92,841

 
411

 
(281
)
 
92,971

Municipal Bonds
34,135

 
403

 
(28
)
 
34,510

Corporate Bonds
6,267

 
114

 
(88
)
 
6,293

Equity Securities
63

 

 

 
63

Total
$
199,253

 
$
1,112

 
$
(698
)
 
$
199,667

Debt securities available for sale by contractual maturity at the dates indicated are shown below. Mortgage-backed securities are not included in the maturity categories because the borrowers in the underlying pools may prepay without penalty; therefore, it is unlikely that the securities will pay at their stated maturity schedule.
 
September 30, 2017
 
Amortized
Cost
 
Estimated
Fair Value
Due within one year
$
1,914

 
$
1,919

Due after one year through five years
68,093

 
68,016

Due after five years through ten years
14,767

 
15,172

Due after ten years
9,739

 
9,799

Mortgage-backed securities
86,905

 
87,084

Total
$
181,418

 
$
181,990


13

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)

The Company had no sales of securities available for sale during the three months ended September 30, 2017 and 2016. There were no gross realized gains or losses for the three ended September 30, 2017 and 2016, respectively.

Securities available for sale with costs totaling $140,948 and $156,592 with market values of $141,284 and $154,264 at September 30, 2017 and June 30, 2017 , respectively, were pledged as collateral to secure various public deposits and other borrowings.
The gross unrealized losses and the fair value for securities available for sale aggregated by the length of time that individual securities have been in a continuous unrealized loss position as of September 30, 2017 and June 30, 2017 were as follows:
 
September 30, 2017
 
Less than 12 Months
 
12 Months or More
 
Total
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
U.S. Government Agencies
$
32,820

 
$
(172
)
 
$
10,907

 
$
(93
)
 
$
43,727

 
$
(265
)
Residential Mortgage-backed Securities of U.S. Government Agencies and Government-Sponsored Enterprises
31,971

 
(208
)
 
5,972

 
(64
)
 
37,943

 
(272
)
Municipal Bonds
5,006

 
(15
)
 
1,079

 
(8
)
 
6,085

 
(23
)
Corporate Bonds

 

 
3,751

 
(49
)
 
3,751

 
(49
)
Total
$
69,797

 
$
(395
)
 
$
21,709

 
$
(214
)
 
$
91,506

 
$
(609
)
 
June 30, 2017
 
Less than 12 Months
 
12 Months or More
 
Total
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
U.S. Government Agencies
$
46,767

 
$
(222
)
 
$
6,921

 
$
(79
)
 
$
53,688

 
$
(301
)
Residential Mortgage-backed Securities of U.S. Government Agencies and Government-Sponsored Enterprises
42,921

 
(240
)
 
3,970

 
(41
)
 
46,891

 
(281
)
Municipal Bonds
9,153

 
(28
)
 

 

 
9,153

 
(28
)
Corporate Bonds
3,734

 
(88
)
 

 

 
3,734

 
(88
)
Total
$
102,575

 
$
(578
)
 
$
10,891

 
$
(120
)
 
$
113,466

 
$
(698
)
The total number of securities with unrealized losses at September 30, 2017 , and June 30, 2017 were 107 and 136 , respectively. Unrealized losses on securities have not been recognized in income because management has the intent and ability to hold the securities for the foreseeable future, and has determined that it is not more likely than not that the Company will be required to sell the securities prior to a recovery in value. The decline in fair value was largely due to increases in market interest rates. The Company had no other than temporary impairment losses during the three months ended September 30, 2017 or the year ended June 30, 2017 .
As a requirement for membership, the Bank invests in the stock of both the FHLB of Atlanta and the Federal Reserve Bank of Richmond ("FRB"). No ready market exists for these securities so carrying value approximates its fair value based on the redemption provisions of the FHLB of Atlanta and the FRB, respectively.


14

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)

5.
Loans
Loans consist of the following at the dates indicated:
 
September 30, 2017
 
June 30, 2017
Retail consumer loans:
 
 
 
One-to-four family
$
684,956

 
$
684,089

HELOCs - originated
152,979

 
157,068

HELOCs - purchased
162,518

 
162,407

Construction and land/lots
54,969

 
50,136

Indirect auto finance
142,915

 
140,879

Consumer
8,814

 
7,900

Total retail consumer loans
1,207,151

 
1,202,479

Commercial loans:
 

 
 

Commercial real estate
753,857

 
730,408

Construction and development
209,672

 
197,966

Commercial and industrial
124,722

 
120,387

Municipal leases
100,638

 
101,175

Total commercial loans
1,188,889

 
1,149,936

Total loans
2,396,040

 
2,352,415

Deferred loan costs (fees), net
(1,285
)
 
(945
)
Total loans, net of deferred loan fees
2,394,755

 
2,351,470

Allowance for loan losses
(21,997
)
 
(21,151
)
Loans, net
$
2,372,758

 
$
2,330,319

All qualifying one-to-four family first mortgage loans, HELOCs, commercial real estate loans, and FHLB Stock are pledged as collateral by a blanket pledge to secure any outstanding FHLB advances.
The Company's total non-purchased and purchased performing loans by segment, class, and risk grade at the dates indicated follow:
 
Pass
 
Special
Mention
 
Substandard
 
Doubtful
 
Loss
 
Total
September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
Retail consumer loans:
 
 
 
 
 
 
 
 
 
 
 
One-to-four family
$
656,596

 
$
4,823

 
$
14,403

 
$
1,157

 
$
130

 
$
677,109

HELOCs - originated
149,407

 
799

 
2,287

 
176

 
22

 
152,691

HELOCs - purchased
162,327

 

 
191

 

 

 
162,518

Construction and land/lots
53,703

 
398

 
351

 

 

 
54,452

Indirect auto finance
142,671

 

 
244

 

 

 
142,915

Consumer
8,752

 
10

 
23

 
2

 
9

 
8,796

Commercial loans:
 

 
 

 
 

 
 

 
 

 
 
Commercial real estate
726,440

 
5,654

 
6,194

 

 

 
738,288

Construction and development
204,311

 
508

 
2,217

 

 

 
207,036

Commercial and industrial
118,314

 
952

 
2,876

 

 
1

 
122,143

Municipal leases
100,223

 
309

 
106

 

 

 
100,638

Total loans
$
2,322,744

 
$
13,453

 
$
28,892

 
$
1,335

 
$
162

 
$
2,366,586


15

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)

 
Pass
 
Special
Mention
 
Substandard
 
Doubtful
 
Loss
 
Total
June 30, 2017
 
 
 
 
 
 
 
 
 
 
 
Retail consumer loans:
 
 
 
 
 
 
 
 
 
 
 
One-to-four family
$
655,424

 
$
4,715

 
$
14,769

 
$
1,101

 
$
11

 
$
676,020

HELOCs - originated
153,676

 
809

 
2,100

 
188

 
7

 
156,780

HELOCs - purchased
162,215

 

 
192

 

 

 
162,407

Construction and land/lots
48,728

 
479

 
341

 
60

 

 
49,608

Indirect auto finance
140,780

 

 
97

 
1

 
1

 
140,879

Consumer
7,828

 
12

 
34

 

 
8

 
7,882

Commercial loans:
 

 
 

 
 

 
 

 
 

 
 

Commercial real estate
700,060

 
5,847

 
7,118

 

 

 
713,025

Construction and development
192,025

 
992

 
2,320

 

 

 
195,337

Commercial and industrial
113,923

 
883

 
2,954

 

 
1

 
117,761

Municipal leases
99,811

 
1,258

 
106

 

 

 
101,175

Total loans
$
2,274,470

 
$
14,995

 
$
30,031

 
$
1,350

 
$
28

 
$
2,320,874

The Company's total PCI loans by segment, class, and risk grade at the dates indicated follow:
 
Pass
 
Special
Mention
 
Substandard
 
Doubtful
 
Loss
 
Total
September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
Retail consumer loans:
 
 
 
 
 
 
 
 
 
 
 
One-to-four family
$
3,036

 
$
1,152

 
$
3,469

 
$
190

 
$

 
$
7,847

HELOCs - originated
257

 

 
31

 

 

 
288

Construction and land/lots
475

 

 
42

 

 

 
517

Consumer
3

 
15

 

 

 

 
18

Commercial loans:
 

 
 

 
 

 
 

 
 

 
 

Commercial real estate
7,924

 
1,609

 
6,036

 

 

 
15,569

Construction and development
335

 

 
2,301

 

 

 
2,636

Commercial and industrial
2,430

 
32

 
117

 

 

 
2,579

Total loans
$
14,460

 
$
2,808

 
$
11,996

 
$
190

 
$

 
$
29,454

 
Pass
 
Special
Mention
 
Substandard
 
Doubtful
 
Loss
 
Total
June 30, 2017
 
 
 
 
 
 
 
 
 
 
 
Retail consumer loans:
 
 
 
 
 
 
 
 
 
 
 
One-to-four family
$
3,115

 
$
1,129

 
$
3,615

 
$
210

 
$

 
$
8,069

HELOCs - originated
258

 

 
30

 

 

 
288

Construction and land/lots
487

 

 
41

 

 

 
528

Consumer
4

 
14

 

 

 

 
18

Commercial loans:
 

 
 

 
 

 
 

 
 

 
 

Commercial real estate
8,909

 
2,299

 
6,175

 

 

 
17,383

Construction and development
338

 

 
2,291

 

 

 
2,629

Commercial and industrial
2,460

 
44

 
122

 

 

 
2,626

Total loans
$
15,571

 
$
3,486

 
$
12,274

 
$
210

 
$

 
$
31,541


16

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)


The Company's total loans by segment, class, and delinquency status at the dates indicated follows:
 
Past Due
 
 
 
Total
 
30-89 Days
 
90 Days+
 
Total
 
Current
 
Loans
September 30, 2017
 
 
 
 
 
 
 
 
 
Retail consumer loans:
 
 
 
 
 
 
 
 
 
One-to-four family
$
4,799

 
$
3,805

 
$
8,604

 
$
676,352

 
$
684,956

HELOCs - originated
601

 
941

 
1,542

 
151,437

 
152,979

HELOCs - purchased

 

 

 
162,518

 
162,518

Construction and land/lots
211

 
64

 
275

 
54,694

 
54,969

Indirect auto finance
377

 
6

 
383

 
142,532

 
142,915

Consumer
5

 
8

 
13

 
8,801

 
8,814

Commercial loans:
 
 
 
 
 
 
 
 
 
Commercial real estate
1,091

 
3,497

 
4,588

 
749,269

 
753,857

Construction and development
141

 
1,216

 
1,357

 
208,315

 
209,672

Commercial and industrial
84

 
834

 
918

 
123,804

 
124,722

Municipal leases

 

 

 
100,638

 
100,638

Total loans
$
7,309

 
$
10,371

 
$
17,680

 
$
2,378,360

 
$
2,396,040

The table above includes PCI loans of $898 30-89 days past due and $3,875 90 days or more past due as of September 30, 2017 .
 
Past Due
 
 
 
Total
 
30-89 Days
 
90 Days+
 
Total
 
Current
 
Loans
June 30, 2017
 
 
 
 
 
 
 
 
 
Retail consumer loans:
 
 
 
 
 
 
 
 
 
One-to-four family
$
3,496

 
$
3,990

 
$
7,486

 
$
676,603

 
$
684,089

HELOCs - originated
1,037

 
274

 
1,311

 
155,757

 
157,068

HELOCs - purchased

 

 

 
162,407

 
162,407

Construction and land/lots
132

 
129

 
261

 
49,875

 
50,136

Indirect auto finance
96

 

 
96

 
140,783

 
140,879

Consumer
5

 
14

 
19

 
7,881

 
7,900

Commercial loans:
 

 
 

 
 

 
 

 
 

Commercial real estate
809

 
3,100

 
3,909

 
726,499

 
730,408

Construction and development
385

 
887

 
1,272

 
196,694

 
197,966

Commercial and industrial
37

 
831

 
868

 
119,519

 
120,387

Municipal leases

 

 

 
101,175

 
101,175

Total loans
$
5,997

 
$
9,225

 
$
15,222

 
$
2,337,193

 
$
2,352,415

The table above includes PCI loans of $4,772 30-89 days past due and $4,211 90 days or more past due as of June 30, 2017 .

17

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)

The Company's recorded investment in loans, by segment and class, that are not accruing interest or are 90 days or more past due and still accruing interest at the dates indicated follow:
 
September 30, 2017
 
June 30, 2017
 
Nonaccruing
 
90 Days + &
still accruing
 
Nonaccruing
 
90 Days + &
still accruing
Retail consumer loans:
 
 
 
 
 
 
 
One-to-four family
$
6,557

 
$

 
$
6,453

 
$

HELOCs - originated
1,404

 

 
1,291

 

HELOCs - purchased
191

 

 
192

 

Construction and land/lots
157

 

 
245

 

Indirect auto finance
179

 

 
1

 

Consumer
22

 

 
29

 

Commercial loans:
 

 
 

 
 

 
 

Commercial real estate
2,861

 

 
2,756

 

Construction and development
1,787

 

 
1,766

 

Commercial and industrial
821

 

 
827

 

Municipal leases
106

 

 
106

 

Total loans
$
14,085

 
$

 
$
13,666

 
$

PCI loans totaling $6,491 at September 30, 2017 and $6,664 at June 30, 2017 are excluded from nonaccruing loans due to the accretion of discounts established in accordance with the acquisition method of accounting for business combinations.
Troubled debt restructurings ("TDRs") are loans which have renegotiated loan terms to assist borrowers who are unable to meet the original terms of their loans. Such modifications to loan terms may include a lower interest rate, a reduction in principal, or a longer term to maturity. Additionally, all TDRs are considered impaired. The Company had no commitments to lend additional funds on these TDR loans at September 30, 2017 .
The Company's loans that were performing under the payment terms of TDRs that were excluded from nonaccruing loans above at the dates indicated follow:
 
September 30, 2017
 
June 30, 2017
Performing TDRs included in impaired loans
$
26,063

 
$
27,043


18

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)

An analysis of the allowance for loan losses by segment for the periods shown is as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2017
 
Three Months Ended September 30, 2016
 
PCI
 
Retail
Consumer
 
Commercial
 
Total
 
PCI
 
Retail
Consumer
 
Commercial
 
Total
Balance at beginning of period
$
727

 
$
8,585

 
$
11,839

 
$
21,151

 
$
361

 
$
11,549

 
$
9,382

 
$
21,292

Provision for (recovery of) loan losses
470

 
(412
)
 
(58
)
 

 
(5
)
 
(895
)
 
900

 

Charge-offs

 
(149
)
 
(14
)
 
(163
)
 

 
(419
)
 
(607
)
 
(1,026
)
Recoveries

 
286

 
723

 
1,009

 

 
211

 
474

 
685

Balance at end of period
$
1,197

 
$
8,310

 
$
12,490

 
$
21,997

 
$
356

 
$
10,446

 
$
10,149

 
$
20,951

The Company's ending balances of loans and the related allowance, by segment and class, at the dates indicated follows:
 
Allowance for Loan Losses
 
Total Loans Receivable
 
PCI
 
Loans
individually
evaluated for
impairment
 
Loans
collectively
evaluated
 
Total
 
PCI
 
Loans
individually
evaluated for
impairment
 
Loans
collectively
evaluated
 
Total
September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Retail consumer loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
One-to-four family
$
120

 
$
1,008

 
$
3,227

 
$
4,355

 
$
7,847

 
$
10,777

 
$
666,332

 
$
684,956

HELOCs - originated

 
58

 
1,310

 
1,368

 
288

 
43

 
152,648

 
152,979

HELOCs - purchased

 

 
815

 
815

 

 

 
162,518

 
162,518

Construction and land/lots

 
61

 
924

 
985

 
517

 
648

 
53,804

 
54,969

Indirect auto finance

 

 
847

 
847

 

 
8

 
142,907

 
142,915

Consumer

 
9

 
51

 
60

 
18

 
2

 
8,794

 
8,814

Commercial loans:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 
Commercial real estate
886

 
232

 
6,981

 
8,099

 
15,569

 
7,290

 
730,998

 
753,857

Construction and development
176

 
11

 
3,270

 
3,457

 
2,636

 
2,188

 
204,848

 
209,672

Commercial and industrial
15

 
380

 
1,136

 
1,531

 
2,579

 
1,805

 
120,338

 
124,722

Municipal leases

 

 
480

 
480

 

 
294

 
100,344

 
100,638

Total
$
1,197

 
$
1,759

 
$
19,041

 
$
21,997

 
$
29,454

 
$
23,055

 
$
2,343,531

 
$
2,396,040

June 30, 2017
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Retail consumer loans:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

One-to-four family
$
28

 
$
863

 
$
3,585

 
$
4,476

 
$
8,069

 
$
10,305

 
$
665,715

 
$
684,089

HELOCs - originated

 
44

 
1,340

 
1,384

 
288

 
12

 
156,768

 
157,068

HELOCs - purchased

 

 
838

 
838

 

 

 
162,407

 
162,407

Construction and land/lots

 
88

 
889

 
977

 
528

 
634

 
48,974

 
50,136

Indirect auto finance

 
1

 
880

 
881

 

 
1

 
140,878

 
140,879

Consumer

 
8

 
49

 
57

 
18

 
8

 
7,874

 
7,900

Commercial loans:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Commercial real estate
512

 
239

 
6,600

 
7,351

 
17,383

 
6,284

 
706,741

 
730,408

Construction and development
171

 
13

 
2,982

 
3,166

 
2,629

 
2,184

 
193,153

 
197,966

Commercial and industrial
16

 
287

 
1,221

 
1,524

 
2,626

 
1,514

 
116,247

 
120,387

Municipal leases

 

 
497

 
497

 

 

 
101,175

 
101,175

Total
$
727

 
$
1,543

 
$
18,881

 
$
21,151

 
$
31,541

 
$
20,942

 
$
2,299,932

 
$
2,352,415

Loans acquired from acquisitions are initially excluded from the allowance for loan losses in accordance with the acquisition method of accounting for business combinations. The Company records these loans at fair value, which includes a credit discount, therefore, no allowance for loan losses are established for these acquired loans at acquisition. A provision for loan losses is recorded for any further deterioration in these acquired loans subsequent to the acquisition.

19

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)

The Company's impaired loans and the related allowance, by segment and class, at the dates indicated follows:
 
Total Impaired Loans
 
Unpaid
Principal
Balance
 
Recorded
Investment
With a
Recorded
Allowance
 
Recorded
Investment
With No
Recorded
Allowance
 
Total
 
Related
Recorded
Allowance
September 30, 2017
 
 
 
 
 
 
 
 
 
Retail consumer loans:
 
 
 
 
 
 
 
 
 
One-to-four family
$
28,064

 
$
18,151

 
$
6,727

 
$
24,878

 
$
1,022

HELOCs - originated
4,164

 
2,369

 
530

 
2,899

 
64

HELOCs - purchased
191

 
191

 

 
191

 
1

Construction and land/lots
2,435

 
1,104

 
463

 
1,567

 
62

Indirect auto finance
183

 
173

 
6

 
179

 
1

Consumer
533

 
10

 
26

 
36

 
9

Commercial loans:
 

 
 

 
 

 
 

 
 

Commercial real estate
7,598

 
4,458

 
2,782

 
7,240

 
244

Construction and development
3,780

 
1,039

 
1,628

 
2,667

 
15

Commercial and industrial
7,044

 
1,176

 
881

 
2,057

 
383

Municipal leases
106

 
106

 

 
106

 

Total impaired loans
$
54,098

 
$
28,777

 
$
13,043

 
$
41,820

 
$
1,801

June 30, 2017
 

 
 

 
 

 
 

 
 

Retail consumer loans:
 

 
 

 
 

 
 

 
 

One-to-four family
$
28,469

 
$
17,353

 
$
7,773

 
$
25,126

 
$
881

HELOCs - originated
4,070

 
2,270

 
532

 
2,802

 
49

HELOCs - purchased
192

 

 
192

 
192

 

Construction and land/lots
2,817

 
1,310

 
468

 
1,778

 
88

Indirect auto finance
22

 

 
1

 
1

 
1

Consumer
552

 
15

 
27

 
42

 
8

Commercial loans:
 

 
 

 
 

 
 

 
 

Commercial real estate
8,307

 
4,721

 
3,186

 
7,907

 
253

Construction and development
3,768

 
1,024

 
1,617

 
2,641

 
16

Commercial and industrial
7,757

 
845

 
1,231

 
2,076

 
288

Municipal leases
400

 
106

 
294

 
400

 

Total impaired loans
$
56,354

 
$
27,644

 
$
15,321

 
$
42,965

 
$
1,584

Impaired loans above excludes $6,491 at September 30, 2017 and $6,677 at June 30, 2017 in PCI loans due to the accretion of discounts established in accordance with the acquisition method of accounting for business combinations. The June 30, 2017 balance in the preceding sentence was previously disclosed as $13,425 . Based on further review, this amount was determined to be an error and was corrected during the quarter ended September 30, 2017. The error had no effect on the Company’s audited financial statements or other disclosures.
The table above includes $18,765 and $22,023 , of impaired loans that were not individually evaluated at September 30, 2017 and June 30, 2017 , respectively, because these loans did not meet the Company's threshold for individual impairment evaluation. The recorded allowance above includes $42 and $41 related to these loans that were not individually evaluated at September 30, 2017 and June 30, 2017 , respectively.

20

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)

The Company's average recorded investment in impaired loans and interest income recognized on impaired loans for the three months ended September 30, 2017 and 2016 was as follows:
 
 
 
 
 
 
 
 
 
Three Months Ended
 
September 30, 2017
 
September 30, 2016
 
Average
Recorded
Investment
 
Interest
Income
Recognized
 
Average
Recorded
Investment
 
Interest
Income
Recognized
Retail consumer loans:
 
 
 
 
 
 
 
One-to-four family
$
25,002

 
$
294

 
$
25,992

 
$
326

HELOCs - originated
2,851

 
35

 
2,909

 
46

HELOCs - purchased
192

 
4

 

 

Construction and land/lots
1,673

 
28

 
1,402

 
32

Indirect auto finance
90

 
2

 
56

 
1

Consumer
39

 
4

 
24

 
5

Commercial loans:
 

 
 

 
 

 
 

Commercial real estate
7,574

 
75

 
6,831

 
69

Construction and development
2,654

 
15

 
2,371

 
13

Commercial and industrial
2,067

 
20

 
3,869

 
45

Municipal leases
253

 

 
414

 
12

Total loans
$
42,395

 
$
477

 
$
43,868

 
$
549

A summary of changes in the accretable yield for PCI loans for the three months ended September 30, 2017 and 2016 was as follows:
 
 
 
 
 
Three Months Ended
 
September 30, 2017
 
September 30, 2016
Accretable yield, beginning of period
$
7,080

 
$
9,532

Reclass from nonaccretable yield (1)
200

 
887

Other changes, net (2)
27

 
(459
)
Interest income
(610
)
 
(1,621
)
Accretable yield, end of period
$
6,697

 
$
8,339

______________________________________
(1)
Represents changes attributable to expected losses assumptions.
(2)
Represents changes in cash flows expected to be collected due to the impact of modifications, changes in prepayment assumptions, and changes in interest rates.

21

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)

For the three months ended September 30, 2017 and 2016 , the following table presents a breakdown of the types of concessions made on TDRs by loan class:
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2017
 
Three Months Ended September 30, 2016
 
Number
of
Loans
 
Pre
Modification
Outstanding
Recorded
Investment
 
Post
Modification
Outstanding
Recorded
Investment
 
Number
of
Loans
 
Pre
Modification Outstanding Recorded
Investment
 
Post
Modification
Outstanding
Recorded
Investment
Extended term:
 

 
 

 
 

 
 

 
 

 
 

Retail consumer:
 

 
 

 
 

 
 

 
 

 
 

One-to-four family

 
$

 
$

 
2

 
$
119

 
$
119

Total

 
$

 
$

 
2

 
$
119

 
$
119

Other TDRs:
 

 
 

 
 

 
 

 
 

 
 

Retail consumer:
 

 
 

 
 

 
 

 
 

 
 

One-to-four family
10

 
$
1,514

 
$
1,514

 
3

 
$
105

 
$
105

HELOCs - originated

 

 

 
1

 
3

 
3

Total
10

 
$
1,514

 
$
1,514

 
4

 
$
108

 
$
108

Total
10

 
$
1,514

 
$
1,514

 
6

 
$
227

 
$
227

The following table presents loans that were modified as TDRs within the previous 12 months and for which there was a payment default during the three months ended September 30, 2017 and 2016 :
 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2017
 
Three Months Ended September 30, 2016
 
Number of
Loans
 
Recorded
Investment
 
Number of
Loans
 
Recorded
Investment
Extended payment terms:


 


 


 


Retail consumer:
 
 
 
 
 
 
 
One-to-four family

 
$

 
1

 
$
39

Total

 
$

 
1

 
$
39

Other TDRs:
 

 
 

 
 

 
 

Retail consumer:
 

 
 

 
 

 
 

One-to-four family
3

 
$
372

 
3

 
$
57

Commercial:
 
 
 
 
 
 
 
Commercial real estate
1

 
672

 

 

Construction and development

 

 
2

 
371

Commercial and industrial

 

 
3

 
970

Total
4

 
$
1,044

 
8

 
$
1,398

Total
4

 
$
1,044

 
9

 
$
1,437

Other TDRs include TDRs that have a below market interest rate and extended payment terms. The Company does not typically forgive principal when restructuring troubled debt.
In the determination of the allowance for loan losses, management considers TDRs for all loan classes, and the subsequent nonperformance in accordance with their modified terms, by measuring impairment based on either the value of the loan's expected future cash flows discounted at the loan's original effective interest rate or on the collateral value, net of the estimated costs of disposal, if the loan is collateral dependent.

22

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)

6.
Real Estate Owned
The activity within REO for the periods shown is as follows:
 
Three Months Ended September 30,
 
2017
 
2016
Balance at beginning of period
$
6,318

 
$
5,956

Transfers from loans
252

 
305

Sales, net of loss
(647
)
 
(546
)
Capital improvements
18

 

Balance at end of period
$
5,941

 
$
5,715

At September 30, 2017 and June 30, 2017, the Bank had $ 1,223 and $ 1,015 respectively, of foreclosed residential real estate property in REO. The recorded investment in consumer mortgage loans collateralized by residential real estate in the process of foreclosure totaled $ 2,206 and $ 2,230 at September 30, 2017 and June 30, 2017, respectively.
7.
Net Income per Share
Per the provisions of FASB ASC 260, Earnings Per Share, nonvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are participating securities and are included in the computation of earnings per share pursuant to the two-class method. The two-class method is an earnings allocation formula that determines earnings per share ("EPS") for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. ESOP shares are considered outstanding for basic and diluted earnings per share when the shares are committed to be released. Certain of the Company’s nonvested restricted stock awards qualify as participating securities.
Net income is allocated between the common stock and participating securities pursuant to the two-class method, based on their rights to receive dividends, participate in earnings, or absorb losses.  Basic earnings per common share is computed by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding during the period, excluding participating nonvested restricted shares.
The following is a reconciliation of the numerator and denominator of basic and diluted net income per share of common stock:
 
 
Three Months Ended September 30,
 
 
2017
 
2016
Numerator:
 
 
 
 
Net income
 
$
5,567

 
$
3,824

Allocation of earnings to participating securities
 
(57
)
 
(55
)
Numerator for basic EPS - Net income available to common stockholders
 
$
5,510

 
$
3,769

Effect of dilutive securities:
 
 
 
 
Dilutive effect to participating securities
 
2

 
1

Numerator for diluted EPS
 
$
5,512

 
$
3,770

Denominator:
 
 

 
 

Weighted-average common shares outstanding - basic
 
17,966,994

 
17,208,682

Effect of dilutive shares
 
649,458

 
242,613

Weighted-average common shares outstanding - diluted
 
18,616,452

 
17,451,295

Net income per share - basic
 
$
0.31

 
$
0.22

Net income per share - diluted
 
$
0.30

 
$
0.22

Potential dilutive shares are excluded from the computation of earnings per share if their effect is anti-dilutive. There were 60,500 outstanding stock options that were anti-dilutive for the three months ended September 30, 2017 and 46,500 stock options that were anti-dilutive for the three months ended September 30, 2016 .
8.
Equity Incentive Plan
The Company provides stock-based awards through the 2013 Omnibus Incentive Plan , which provides for awards of restricted stock, restricted stock units, stock options, stock appreciation rights and cash awards to directors, emeritus directors, officers, employees and advisory directors . The cost of equity-based awards under the 2013 Omnibus Incentive Plan generally is based on the fair value of the awards on their grant date for current directors, officers, and employees. The fair value of equity-based awards is updated quarterly for certain nonemployee emeritus directors and advisory directors. The maximum number of shares that may be utilized for awards under the plan is 2,962,400 , including 2,116,000 for stock options and stock appreciation rights and 846,400 for awards of restricted stock and restricted stock units.

23

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)

Shares of common stock issued under the 2013 Omnibus Incentive Plan may be authorized but unissued shares or repurchased shares. During fiscal 2013, the Company had repurchased the 846,400 shares available for awards of restricted stock and restricted stock units under the 2013 Omnibus Incentive Plan on the open market, for $13,297 , at an average cost of $15.71 per share.
The table below presents share based compensation expense and the related tax benefit for stock options and restricted stock for the three months ended September 30, 2017 and 2016:
 
 
Three Months Ended September 30,
 
 
2017
 
2016
Share based compensation expense
 
$
1,170

 
$
739

Tax benefit
 
$
421

 
$
274

The table below presents stock option activity for the three months ended September 30, 2017 and 2016 :
 
Options
 
Weighted-
average
exercise
price
 
Remaining
contractual
life
(years)
 
Aggregate
Intrinsic
Value
Options outstanding at June 30, 2016
1,529,300

 
$
14.50

 
6.8

 
$
6,117

Exercised

 

 

 

Forfeited

 

 

 

Expired

 

 

 

Options outstanding at September 30, 2016
1,529,300

 
$
14.50

 
6.5

 
$
6,117

Exercisable at September 30, 2016
829,400

 
$
14.40

 
 
 
 
 
 
 
 
 
 
 
 
Options outstanding at June 30, 2017
1,470,043

 
$
15.22

 
5.8

 
$
13,533

Exercised
800

 
14.37

 

 

Forfeited
500

 
17.35

 

 

Expired
43,273

 
23.82

 

 

Options outstanding at September 30, 2017
1,425,470

 
$
14.96

 
5.7

 
$
15,316

Exercisable at September 30, 2017
989,770

 
$
14.96

 
5.4

 
$
11,155

Non-vested at September 30, 2017
435,700

 
$
16.15

 
5.2

 
$
4,161

 
 
 
 
 
 
At September 30, 2017 , the Company had $1,185 of unrecognized compensation expense related to 435,700 stock options scheduled to vest over five - and seven -year vesting periods.  The weighted average period over which compensation cost related to non-vested awards expected to be recognized was 1.0 years at September 30, 2017 . At September 30, 2016 , the Company had $2,073 of unrecognized compensation expense related to 699,900 stock options scheduled to vest over five - and seven -year vesting periods. The weighted average period over which compensation cost related to non-vested awards expected to be recognized was 1.1 years at September 30, 2016 .
The table below presents restricted stock award activity for the three months ended September 30, 2017 and 2016 :
 
Restricted
stock awards
 
Weighted-
average grant
date fair value
 
Aggregate
Intrinsic
Value
Non-vested at June 30, 2016
248,750

 
$
14.81

 
$
4,602

Granted
400

 
19.02

 

Vested

 

 

Non-vested at September 30, 2016
249,150

 
$
14.84

 
$
4,609

 
 
 
 
 
 
Non-vested at June 30, 2017
185,630

 
$
17.46

 
$
3,419

Granted

 

 

Vested
400

 
19.02

 

Non-vested at September 30, 2017
185,230

 
$
17.46

 
$
4,760

At September 30, 2017 , unrecognized compensation expense was $2,065 related to 185,230 shares of restricted stock scheduled to vest over five - and seven -year vesting periods. The weighted average period over which compensation cost related to non-vested awards is expected to be recognized was 1.3 years at September 30, 2017 . At September 30, 2016 , unrecognized compensation expense was $3,580 related to 249,150

24

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)

shares of restricted stock scheduled to vest over five - and seven -year vesting periods. The weighted average period over which compensation cost related to non-vested awards is expected to be recognized was 1.2 years at September 30, 2016 .
9.
Commitments and Contingencies
Loan Commitments – Legally binding 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 commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. In the normal course of business, there are various outstanding commitments to extend credit that are not reflected in the consolidated financial statements. At September 30, 2017 and June 30, 2017 , respectively, loan commitments (excluding $180,794 and $158,380 of undisbursed portions of construction loans) totaled $51,528 and $43,730 of which $22,909 and $21,221 were variable rate commitments and $28,619 and $22,509 were fixed rate commitments. The fixed rate loans had interest rates ranging from 1.71% to 7.25% at September 30, 2017 and 1.95% to 6.25% at June 30, 2017 , and terms ranging from three to 30 years. Pre-approved but unused lines of credit (principally second mortgage home equity loans and overdraft protection loans) totaled $449,261 and $414,373 at September 30, 2017 and June 30, 2017 , respectively. These amounts represent the Company's exposure to credit risk, and in the opinion of management have no more than the normal lending risk that the Company commits to its borrowers. The Company has two types of commitments related to loans held for sale: rate lock commitments and forward loan commitments. Rate lock commitments are commitments to extend credit to a customer that has an interest rate lock and are considered derivative instruments. The rate lock commitments do not qualify for hedge accounting. In order to mitigate the risk from interest rate fluctuations, we enter into forward loan sale commitments on a “best efforts” basis, which do not meet the definition of a derivative instrument. The fair value of these commitments was not material at September 30, 2017 or June 30, 2017 .
The Company grants construction and permanent loans collateralized primarily by residential and commercial real estate to customers throughout its primary market area. In addition, the Company grants municipal leases to customers throughout North and South Carolina. The Company's loan portfolio can be affected by the general economic conditions within these market areas.
Restrictions on Cash – The Bank is required by regulation to maintain a varying cash reserve balance with the Federal Reserve System. The daily average calculated cash reserve required as of September 30, 2017 and June 30, 2017 was $1,109 , and $2,152 , respectively, which was satisfied by vault cash and balances held at the FRB.
Guarantees – Standby letters of credit obligate the Company to meet certain financial obligations of its customers, if, under the contractual terms of the agreement, the customers are unable to do so. The financial standby letters of credit issued by the Company are irrevocable and payment is only guaranteed upon the borrower's failure to perform its obligations to the beneficiary. Total commitments under standby letters of credit as of September 30, 2017 and June 30, 2017 were $7,054 and $5,164 , respectively. There was no liability recorded for these letters of credit at September 30, 2017 or June 30, 2017 , respectively.
Litigation   The Company is involved in several litigation matters in the ordinary course of business. These proceedings and the associated legal claims are often contested and the outcome of individual matters is not always predictable. These claims and counter claims typically arise during the course of collection efforts on problem loans or with respect to actions to enforce liens on properties in which the Company holds a security interest. The Company is not a party to any pending legal proceedings that management believes would have a material adverse effect on the Company’s financial condition or results of operations .
10.
Fair Value of Financial Instruments
The Company utilizes fair value measurements to record fair value adjustments to certain assets and to determine fair value disclosures. Securities available for sale are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as impaired loans. These nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.
Fair Value Hierarchy
The Company groups assets at fair value in three levels, based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value. These levels are:
Level 1:
Valuation is based upon quoted prices for identical instruments traded in active markets.
Level 2:
Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
Level 3:
Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

25

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)

Following is a description of valuation methodologies used for assets recorded at fair value. The Company does not have any liabilities recorded at fair value.
Investment Securities Available for Sale
Securities available for sale are valued on a recurring basis at quoted market prices where available. If quoted market prices are not available, fair values are based on quoted prices of comparable securities. Level 2 securities include mortgage-backed securities and debentures issued by government sponsored enterprises, municipal bonds, and corporate debt securities. The Company has no Level 3 securities.
Loans
The Company does not record loans at fair value on a recurring basis. From time to time, however, a loan is considered impaired and an allowance for loan losses is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, the fair value is estimated using one of several methods, including collateral value, market value of similar debt, enterprise value, liquidation value and discounted cash flows. The Company reviews all impaired loans each quarter to determine if an allowance is necessary. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans.
The fair value of impaired loans is estimated in one of two ways, which include collateral value and discounted cash flows. Loans are considered collateral dependent if repayment is expected solely from the collateral. For these collateral dependent impaired loans, the Company obtains updated appraisals at least annually. These appraisals are reviewed for appropriateness and then discounted for estimated closing costs to determine if an allowance is necessary. As part of the quarterly review of impaired loans, the Company reviews these appraisals to determine if any additional discounts to the fair value are necessary. If a current appraisal is not obtained, the Company determines whether a discount is needed to the value from the original appraisal based on the decline in value of similar properties with recent appraisals. For loans that are not collateral dependent, estimated fair value is based on the present value of expected future cash flows using the interest rate implicit in the original agreement. Impaired loans where a charge-off has occurred or an allowance is established during the period being reported require classification in the fair value hierarchy. The Company records such impaired loans as a nonrecurring Level 3 in the fair value hierarchy. 
Loans Held for Sale
Loans held for sale are adjusted to lower of cost or fair value.  Fair value is based upon investor pricing. The Company considers all loans held for sale carried at fair value as nonrecurring Level 3.
Real Estate Owned
REO is considered held for sale and is adjusted to fair value less estimated selling costs upon transfer of the loan to foreclosed assets.  Fair value is based upon independent market prices, appraised value of the collateral or management's estimation of the value of the collateral. The Company considers all REO that has been charged off or received an allowance during the period as nonrecurring Level 3.
Financial Assets Recorded at Fair Value on a Recurring Basis
The following table presents financial assets measured at fair value on a recurring basis at the dates indicated:
 
September 30, 2017
Description
Total
 
Level 1
 
Level 2
 
Level 3
U.S Government Agencies
$
55,875

 
$

 
$
55,875

 
$

Residential Mortgage-backed Securities of U.S. Government Agencies and Government Sponsored Enterprises
87,084

 

 
87,084

 

Municipal Bonds
32,723

 

 
32,723

 

Corporate Bonds
6,308

 

 
6,308

 

Equity Securities
63

 

 
63

 

Total
$
182,053

 
$

 
$
182,053

 
$

 
June 30, 2017
Description
Total
 
Level 1
 
Level 2
 
Level 3
U.S Government Agencies
$
65,830

 
$

 
$
65,830

 
$

Residential Mortgage-backed Securities of U.S. Government Agencies and Government Sponsored Enterprises
92,971

 

 
92,971

 

Municipal Bonds
34,510

 

 
34,510

 

Corporate Bonds
6,293

 

 
6,293

 

Equity Securities
63

 

 
63

 

Total
$
199,667

 
$

 
$
199,667

 
$

There were no transfers between levels during the three months ended September 30, 2017 .

26

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)

The following table presents financial assets measured at fair value on a non-recurring basis at the dates indicated:
 
September 30, 2017
Description
Total
 
Level 1
 
Level 2
 
Level 3
Impaired loans
$
8,566

 
$

 
$

 
$
8,566

REO
145

 

 

 
145

Total
$
8,711

 
$

 
$

 
$
8,711

 
June 30, 2017
Description
Total
 
Level 1
 
Level 2
 
Level 3
Impaired loans
$
9,156

 
$

 
$

 
$
9,156

REO
4,044

 

 

 
4,044

Total
$
13,200

 
$

 
$

 
$
13,200

Quantitative information about Level 3 fair value measurements during the period ended September 30, 2017 is shown in the table below:
 
Fair Value at September 30, 2017
 
Valuation
Techniques
 
Unobservable
Input
 
Range
 
Weighted
Average
Nonrecurring measurements:
 
 
 
 
 
 
 
 
 
Impaired loans, net
$
8,566

 
Discounted appraisals and discounted cash flows
 
Collateral discounts
and discount spread
 
3% - 18%

1% - 4%
 
4%
REO
$
145

 
Discounted appraisals
 
Collateral discounts
 
15% - 20%
 
19%
The stated carrying value and estimated fair value amounts of financial instruments as of September 30, 2017 and June 30, 2017 , are summarized below:
 
September 30, 2017
 
Carrying
Value
 
Fair
Value
 
Level 1
 
Level 2
 
Level 3
Cash and interest-bearing deposits
$
78,971

 
$
78,971

 
$
78,971

 
$

 
$

Commercial paper
199,774

 
199,774

 
199,774

 

 

Certificates of deposit in other banks
110,454

 
110,454

 

 
110,454

 

Securities available for sale
182,053

 
182,053

 

 
182,053

 
$

Loans, net
2,372,758

 
2,273,499

 

 

 
2,273,499

Loans held for sale
7,793

 
7,949

 

 

 
7,949

FHLB stock
31,361

 
31,361

 
31,361

 

 

FRB stock
7,290

 
7,290

 
7,290

 

 

Accrued interest receivable
9,340

 
9,340

 

 
1,540

 
7,800

Noninterest-bearing and NOW deposits
769,136

 
769,136

 

 
769,136

 

Money market accounts
642,351

 
642,351

 

 
642,351

 

Savings accounts
230,944

 
230,944

 

 
230,944

 

Certificates of deposit
457,879

 
454,330

 

 
454,330

 

Borrowings
679,800

 
679,800

 

 
679,800

 

Accrued interest payable
447

 
447

 

 
447

 


27

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)

 
June 30, 2017
 
Carrying
Value
 
Fair
Value
 
Level 1
 
Level 2
 
Level 3
Cash and interest-bearing deposits
$
86,985

 
$
86,985

 
$
86,985

 
$

 
$

Commercial paper
149,863

 
149,863

 
149,863

 

 

Certificates of deposit in other banks
132,274

 
132,274

 

 
132,274

 

Securities available for sale
199,667

 
199,667

 

 
199,667

 

Loans, net
2,330,319

 
2,230,683

 

 

 
2,230,683

Loans held for sale
5,607

 
5,719

 

 

 
5,719

FHLB stock
32,071

 
32,071

 
32,071

 

 

FRB stock
7,284

 
7,284

 
7,284

 

 

Accrued interest receivable
8,758

 
8,758

 
331

 
1,078

 
7,349

Noninterest-bearing and NOW deposits
779,549

 
779,549

 

 
779,549

 

Money market accounts
569,607

 
569,607

 

 
569,607

 

Savings accounts
237,149

 
237,149

 

 
237,149

 

Certificates of deposit
462,146

 
458,818

 

 
458,818

 

Borrowings
696,500

 
696,500

 

 
696,500

 

Accrued interest payable
512

 
512

 

 
512

 

The Company had off-balance sheet financial commitments, which included approximately $681,583 and $616,483 of commitments to originate loans, undisbursed portions of interim construction loans, and unused lines of credit at September 30, 2017 and June 30, 2017 , respectively (see Note 10). Since these commitments are based on current rates, the carrying amount approximates the fair value.
Estimated fair values were determined using the following methods and assumptions:
Cash and interest-bearing deposits – The stated amounts approximate fair values as maturities are less than 90 days.
Commercial paper - The stated amounts approximate fair value due to the short-term nature of these investments.
Certificates of deposit in other banks – The stated amounts approximate fair values.
Securities available for sale – Fair values are based on quoted market prices where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments.
Loans held for sale – The fair value of loans held for sale is determined by outstanding commitments from investors on a "best efforts" basis or current investor yield requirements, calculated on the aggregate loan basis.
Loans, net – Fair values for loans are estimated by segregating the portfolio by type of loan and discounting scheduled cash flows using current market interest rates for loans with similar terms and credit quality.  A prepayment assumption is used as an estimate of the portion of loans that will be repaid prior to their scheduled maturity.  Both the carrying value and estimated fair value amounts are shown net of the allowance for loan losses and purchase discounts.
FHLB and FRB stock – No ready market exists for these stocks and they have no quoted market value. However, redemptions of these securities have historically been at par value. Accordingly, cost is deemed to be a reasonable estimate of fair value.
Deposits Fair values for demand deposits, money market accounts, and savings accounts are the amounts payable on demand as of September 30, 2017 and June 30, 2017 . The fair value of certificates of deposit is estimated by discounting the contractual cash flows using current market interest rates for accounts with similar maturities.
Borrowings – The fair value of advances from the FHLB is estimated based on current rates for borrowings with similar terms.
Accrued interest receivable and payable  – The stated amounts of accrued interest receivable and payable approximate the fair value.
Limitations – Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company's entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company's financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
Fair value estimates are based on existing on-and-off balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. For example, a significant asset not considered

28

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)

a financial asset is premises and equipment. In addition, 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 any of the estimates.

29



Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain matters in this Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to our financial condition, results of operations, plans, objectives, future performance or business. Forward-looking statements are not statements of historical fact, are based on certain assumptions and are generally identified by use of the words "believes," "expects," "anticipates," "estimates," "forecasts," "intends," "plans," "targets," "potentially," "probably," "projects," "outlook" or similar expressions or future or conditional verbs such as "may," "will," "should," "would," and "could." Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, assumptions, and statements about future economic performance and projections of financial items. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from the results anticipated or implied by our forward-looking statements, including, but not limited to: the credit risks of lending activities, including changes in the level and trend of loan delinquencies and write offs and changes in our allowance for loan losses and provision for loan losses that may be impacted by deterioration in the housing and commercial real estate markets; changes in general economic conditions, either nationally or in our market areas; changes in the levels of general interest rates, and the relative differences between short and long term interest rates, deposit interest rates, our net interest margin and funding sources; fluctuations in the demand for loans, the number of unsold homes, land and other properties and fluctuations in real estate values in our market areas; decreases in the secondary market for the sale of loans that we originate; results of examinations of us by the Board of Governors of the Federal Reserve System (“Federal Reserve”), the North Carolina Office of the Commissioner of Banks (“NCCOB”), or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our allowance for loan losses, write-down assets, change our regulatory capital position or affect our ability to borrow funds or maintain or increase deposits, which could adversely affect our liquidity and earnings; legislative or regulatory changes that adversely affect our business including the effect of Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), changes in regulatory policies and principles, or the interpretation of regulatory capital or other rules, including as a result of Basel III; our ability to attract and retain deposits; management's assumptions in determining the adequacy of the allowance for loan losses; our ability to control operating costs and expenses, especially costs associated with our operation as a public company; the use of estimates in determining fair value of certain assets, which estimates may prove to be incorrect and result in significant declines in valuation; difficulties in reducing risks associated with the loans on our balance sheet; staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our workforce and potential associated charges; computer systems on which we depend could fail or experience a security breach; our ability to retain key members of our senior management team; costs and effects of litigation, including settlements and judgments; our ability to successfully integrate any assets, liabilities, customers, systems, and management personnel we may in the future acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto; increased competitive pressures among financial services companies; changes in consumer spending, borrowing and savings habits; the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions; adverse changes in the securities markets; inability of key third-party providers to perform their obligations to us; statements with respect to our intentions regarding disclosure and other changes resulting from the Jumpstart Our Business Startups Act of 2012 ("JOBS Act"); changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies, the Public Company Accounting Oversight Board or the Financial Accounting Standards Board; and other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services; and the other risks detailed from time to time in our filings with the Securities and Exchange Commission ("SEC"), including our 2017 Form 10-K.
Any of the forward-looking statements are based upon management's beliefs and assumptions at the time they are made.  We undertake no obligation to publicly update or revise any forward-looking statements included in this report or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this report might not occur and you should not put undue reliance on any forward-looking statements.
As used throughout this report, the terms "we", "our", "us", "HomeTrust Bancshares" or the "Company" refer to HomeTrust Bancshares, Inc. and its consolidated subsidiaries, including HomeTrust Bank (the "Bank") unless the context indicates otherwise.
Overview
HomeTrust Bancshares, Inc., a Maryland corporation, was formed for the purpose of becoming the holding company for HomeTrust Bank in connection with HomeTrust Bank’s conversion from mutual to stock form, which was completed on July 10, 2012 (the “Conversion”). As a bank holding company and financial holding company, HomeTrust Bancshares, Inc. is regulated by the Federal Reserve. As a North Carolina state-chartered bank, and member of the Federal Reserve System, the Bank's primary regulators are the NCCOB and the Federal Reserve. The Bank's deposits are federally insured up to applicable limits by the Federal Deposit Insurance Corporation ("FDIC"). The Bank is a member of the Federal Home Loan Bank of Atlanta (“FHLB” or “FHLB of Atlanta”), which is one of the 12 regional banks in the Federal Home Loan Bank System (“FHLB System”). Our headquarters is located in Asheville, North Carolina.
Our principal business consists of attracting deposits from the general public and investing those funds, along with borrowed funds, in loans secured by first and second mortgages on one-to-four family residences, including home equity loans and construction and land/lot loans, commercial real estate loans, construction and development loans, commercial and industrial loans, indirect automobile loans, and municipal leases. Municipal leases are secured primarily by a ground lease for a firehouse or an equipment lease for fire trucks and firefighting equipment to fire departments located throughout North and South Carolina. We also purchase investment securities consisting primarily of securities issued

30



by United States Government agencies and government-sponsored enterprises, as well as, commercial paper and certificates of deposit insured by the FDIC.
We offer a variety of deposit accounts for individuals, businesses, and nonprofit organizations. Deposits and borrowings are our primary source of funds for our lending and investing activities.
We are significantly affected by prevailing economic conditions, as well as, government policies and regulations concerning, among other things, monetary and fiscal affairs, housing and financial institutions. Deposit flows are influenced by a number of factors, including interest rates paid on competing time deposits, other investments, account maturities, and the overall level of personal income and savings. Lending activities are influenced by the demand for funds, the number and quality of lenders, and regional economic cycles.
Our primary source of pre-tax income is net interest income. Net interest income is the difference between interest income, which is the income that we earn on our loans and investments, and interest expense, which is the interest that we pay on our deposits and borrowings. Changes in levels of interest rates affect our net interest income. A secondary source of income is noninterest income, which includes revenue we receive from providing products and services, including service charges on deposit accounts, loan income and fees, SBA lending fees, and gains and losses from sales of securities.
An offset to net interest income is the provision for loan losses which is required to establish the allowance for loan losses at a level that adequately provides for probable losses inherent in our loan portfolio. As a loan's risk rating improves, property values increase, or recoveries of amounts previously charged off are received, a recapture of previously recognized provision for loan losses may be added to net interest income.
Our noninterest expenses consist primarily of salaries and employee benefits, expenses for occupancy, marketing and computer services, and FDIC deposit insurance premiums. Salaries and benefits consist primarily of the salaries and wages paid to our employees, payroll taxes, expenses for retirement and other employee benefits. Occupancy expenses, which are the fixed and variable costs of buildings and equipment, consist primarily of lease payments, property taxes, depreciation charges, maintenance and costs of utilities.
In recent years, we have expanded our geographic footprint into six additional markets through strategic acquisitions as well as three de novo commercial loan offices. Looking forward, we believe opportunities currently exist within our market areas to grow our franchise. We anticipate organic growth as the local economy and loan demand strengthens, through our marketing efforts and as a result of the opportunities being created as a result of the consolidation of financial institutions occurring in our market areas. We may also seek to expand our franchise through the selective acquisition of individual branches, loan purchases and, to a lesser degree, whole bank transactions that meet our investment and market objectives. We will continue to be disciplined as it pertains to future expansion focusing primarily on organic growth in our current market areas.
On January 1, 2017, the Company completed its acquisition of TriSummit pursuant to an Agreement and Plan of Merger, dated as of September 20, 2016, under which TriSummit merged with and into HomeTrust with HomeTrust as the surviving corporation in the Merger. Immediately following the Merger, TriSummit's wholly owned subsidiary bank, TriSummit Bank, merged with and into the Bank. Refer to Note 3 of our consolidated financial statements for more details on the Merger.
On August 1, 2017, the Company opened a commercial loan production office in Greensboro, North Carolina.
At September 30, 2017 , we had 43 locations in North Carolina (including the Asheville metropolitan area, Greensboro/"Piedmont" region, Charlotte, and Raleigh), Upstate South Carolina (Greenville), East Tennessee (including Kingsport/Johnson City/Bristol, Knoxville, and Morristown) and Southwest Virginia (including the Roanoke Valley).
Critical Accounting Policies and Estimates
Certain of our accounting policies are important to the portrayal of our financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Estimates associated with these policies are susceptible to material changes as a result of changes in facts and circumstances. Facts and circumstances which could affect these judgments include, but are not limited to, changes in interest rates, changes in the performance of the economy, and changes in the financial condition of borrowers. These policies relate to (i) the determination of the provision and the allowance for loan losses, (ii) business combinations and acquired loans, (iii) the valuation of REO, (iv) the valuation of goodwill and other intangible assets, and (v) the valuation of or recognition of deferred tax assets and liabilities. These policies and estimates are described in further detail in Part II, Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations and Note 1, Summary of Significant Accounting Policies with the 2017 Form 10-K. There have not been any material changes in the Company's critical accounting policies and estimates during the three months ended September 30, 2017 as compared to the disclosure contained in the Company's 2017 Form 10-K.
On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an "emerging growth company" we may delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We intend to take advantage of the benefits of this extended transition period, although we have not done so to date. Accordingly, our financial statements may not be comparable to companies that comply with such new or revised accounting standards or disclosures.
Reclassifications and corrections. To maintain consistency and comparability, certain amounts from prior periods have been reclassified to conform to current period presentation with no effect on net income or shareholders’ equity as previously reported.

31



Recent Accounting Pronouncements. Refer to Note 2 of our consolidated financial statements for a description of recent accounting pronouncements including the respective dates of adoption and effects on results of operations and financial condition.
Non-GAAP Financial Measures

In addition to results presented in accordance with GAAP, this report contains certain non-GAAP financial measures, which include: tangible book value per share; tangible equity to tangible assets ratio; net interest income and net interest margin as adjusted to exclude additional FHLB borrowings and proceeds from such borrowings; net income, earnings per share ("EPS"), return on assets ("ROA"), and return on equity ("ROE") excluding merger-related expenses, certain state tax expense, and gain from the sale of premises and equipment; and the ratio of the allowance for loan losses to total loans excluding acquired loans. Management elected to obtain additional FHLB borrowings beginning November 2014 as part of a plan to increase net interest income. The Company believes that showing the effects of the additional borrowings on net interest income and net interest margins is useful to both management and investors as these measures are commonly used to measure financial institutions performance and against peers.

Management has presented the non-GAAP financial measures in this discussion and analysis excluding merger-related expenses, certain state tax expense, and gain from the sale of premises because it believes excluding these items is more indicative of and provides useful and comparative information to assess trends in our core operations while facilitating comparison of the quality and composition of the Company’s earnings over time and in comparison to its competitors. However, these non-GAAP financial measures are supplemental, are not audited and are not a substitute for operating results or any analysis determined in accordance with GAAP. Where applicable, we have also presented comparable earnings information using GAAP financial measures. Because not all companies use the same calculations, our presentation may not be comparable to other similarly titled measures as calculated by other companies. See “Comparison of Results of Operations for the Three Months Ended September 30, 2017 and 2016” for more detailed information about our financial performance.
Set forth below is a reconciliation to GAAP of tangible book value and tangible book value per share:
 
 
As of
 
 
September 30,
 
June 30,
 
September 30,
(Dollars in thousands, except per share data)
 
2017
 
2017
 
2016
Total stockholders' equity
 
$
405,499

 
$
397,647

 
$
364,401

Less: goodwill, core deposit intangibles, net of taxes
 
29,704

 
30,157

 
16,759

Tangible book value (1)
 
$
375,795

 
$
367,490

 
$
347,642

Common shares outstanding
 
18,968,675

 
18,967,875

 
17,999,150

Tangible book value per share
 
$
19.81

 
$
19.37

 
$
19.31

Book value per share
 
$
21.38

 
$
20.96

 
$
20.25

_________________________________________________________________
(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
 
 
September 30,
 
June 30,
 
September 30,
(Dollars in thousands)
 
2017
 
2017
 
2016
Tangible book value (1)
 
$
375,795

 
$
367,490

 
$
347,642

Total assets
 
3,249,998

 
3,206,533

 
2,754,109

Less: goodwill, core deposit intangibles, net of taxes
 
29,704

 
30,157

 
16,759

Total tangible assets (2)
 
$
3,220,294

 
$
3,176,376

 
$
2,737,350

Tangible equity to tangible assets
 
11.67
%
 
11.57
%
 
12.70
%
_________________________________________________________________
(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.



32




Set forth below is a reconciliation to GAAP of net interest income and net interest margin as adjusted to exclude additional FHLB borrowings and proceeds from such borrowings:
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30,
 
2017
 
2016
(Dollars in thousands)
Average Balance Outstanding
 
Interest Earned / Paid
 
Yield/ Rate
 
Average Balance Outstanding
 
Interest Earned / Paid
 
Yield/ Rate
Interest-earning assets (1)
$
2,919,016

 
$
28,445

 
3.90
 %
 
$
2,527,413

 
$
23,381

 
3.70
 %
Less: Interest-earning assets funded by additional FHLB borrowings (2)
245,000

 
967

 
1.58
 %
 
395,000

 
999

 
1.01
 %
Interest-earning assets - adjusted
$
2,674,016

 
$
27,477

 
4.11
 %
 
$
2,132,413

 
$
22,382

 
4.20
 %
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities
$
2,419,059

 
$
3,315

 
0.55
 %
 
$
2,097,932

 
$
1,654

 
0.31
 %
Less: Additional FHLB borrowings
245,000

 
722

 
1.18
 %
 
395,000

 
410

 
0.42
 %
Interest-bearing liabilities - adjusted
$
2,174,059

 
$
2,593

 
0.48
 %
 
$
1,702,932

 
$
1,244

 
0.29
 %
 
 
 
 
 
 
 
 
 
 
 
 
Tax equivalent net interest income and net interest margin
 
 
$
25,129

 
3.44
 %
 
 
 
$
21,727

 
3.44
 %
Tax equivalent net interest income and net interest margin - adjusted
 
 
24,884

 
3.72
 %
 
 
 
21,138

 
3.97
 %
Difference
 
 
$
245

 
(0.28
)%
 
 
 
$
589

 
(0.53
)%

_________________________________________________________________________________
(1)
Interest income used in the average interest/earned and yield calculation includes the tax equivalent adjustment of $548 and $590 for the three months ended September 30, 2017 and 2016 , respectively, calculated based on a federal tax rate of 34%.
(2)
Proceeds from the additional borrowings were invested in various interest-earning assets including: deposits with the FRB, FHLB stock, certificates of deposit in other banks, and commercial paper.

33



Set forth below is a reconciliation to GAAP net income, EPS, ROA, and ROE as adjusted to exclude merger-related expenses, certain state tax expense, and gain from the sale of premises and equipment:
 
 
Three months ended
(Dollars in thousands, except per share data)
 
September 30,
 
 
2017
 
2016
Merger-related expenses
 
$

 
$
307

State tax expense adjustment (1)
 
133

 
490

Gain from sale of premises and equipment
 
(164
)
 
(385
)
Total adjustments
 
(31
)
 
412

Tax effect (2)
 
59

 
58

Total adjustments, net of tax
 
28

 
470

 
 


 


Net income (GAAP)
 
5,567

 
3,824

 
 
 
 
 
Net income (non-GAAP)
 
$
5,595

 
$
4,294

 
 
 
 
 
Per Share Data
 
 
 
 
Average shares outstanding - basic
 
17,966,994

 
17,208,682

Average shares outstanding - diluted
 
18,616,452

 
17,451,295

 
 
 
 
 
Basic EPS
 
 
 
 
EPS (GAAP)
 
$
0.31

 
$
0.22

Non-GAAP adjustment
 

 
0.03

EPS (non-GAAP)
 
$
0.31

 
$
0.25

 
 
 
 
 
Diluted EPS
 
 
 
 
EPS (GAAP)
 
$
0.30

 
$
0.22

Non-GAAP adjustment
 

 
0.03

EPS (non-GAAP)
 
$
0.30

 
$
0.25

 
 
 
 
 
Average Balances
 
 
 
 
Average assets
 
$
3,197,885

 
$
2,764,922

Average equity
 
401,422

 
362,296

 
 
 
 
 
ROA
 
 
 
 
ROA (GAAP)
 
0.70
%
 
0.55
%
Non-GAAP adjustment
 
%
 
0.07
%
ROA (non-GAAP)
 
0.70
%
 
0.62
%
 
 
 
 
 
ROE
 
 
 
 
ROE (GAAP)
 
5.55
%
 
4.22
%
Non-GAAP adjustment
 
0.03
%
 
0.52
%
ROE (non-GAAP)
 
5.58
%
 
4.74
%
________________________________________________________________________
(1)
State tax adjustment is a result of a decrease in value of our deferred tax assets stemming from recent decreases in North Carolina's corporate tax rate.
(2)
Tax amounts have been adjusted for certain nondeductible merger-related expenses.


34



Set forth below is a reconciliation to GAAP of the allowance for loan losses to total loans and the allowance for loan losses as adjusted to exclude acquired loans:
 
As of
(Dollars in thousands)
September 30,
 
June 30,
 
September 30,
 
2017
 
2017
 
2016
Total gross loans receivable (GAAP)
$
2,396,040

 
$
2,352,415

 
$
1,881,481

Less: acquired loans
338,933

 
374,538

 
192,745

Adjusted gross loans (non-GAAP)
$
2,057,107

 
$
1,977,877

 
$
1,688,736

 
 
 
 
 
 
Allowance for loan losses (GAAP)
$
21,997

 
$
21,151

 
$
20,951

Less: allowance for loan losses on acquired loans
1,197

 
727

 
356

Adjusted allowance for loan losses (non-GAAP)
$
20,800

 
$
20,424

 
$
20,595

Adjusted allowance for loan losses / Adjusted gross loans (non-GAAP)
1.01
%
 
1.03
%
 
1.22
%

Comparison of Financial Condition at September 30, 2017 and June 30, 2017
General.  Total assets were $3.2 billion at September 30, 2017 as well as June 30, 2017. Total liabilities remained constant as well at $2.8 billion at both dates. Deposit growth of $51.9 million, or 2.5% and the cumulative decrease of $47.5 million, or 11.3% in cash and cash equivalents, certificates of deposits in other banks, and securities available for sale during the first quarter of fiscal 2018 were used to fund the $43.3 million, or 1.8% increase in total loans, the $49.9 million, or 33.3% increase in commercial paper, and reduce borrowings by $16.7 million, or 2.4%. The increase in net loans receivable was driven by $43.2 million of organic net loan growth. We continue to utilize our leveraging strategy, where additional short-term FHLB borrowings are invested in various short-term liquid assets to generate additional net interest income, as well as increased dividend income from the required purchase of additional FHLB stock.
Cash, cash equivalents, and commercial paper.   Total cash and cash equivalents decreased $8.0 million, or 9.2% , to $79.0 million at September 30, 2017 from $87.0 million at June 30, 2017 . In conjunction with our leveraging strategy, we purchase commercial paper to take advantage of higher returns with relatively low risk while remaining highly liquid. The commercial paper balance increased $49.9 million , or 33.3% to $199.8 million at September 30, 2017 from $149.9 million at June 30, 2017.
Investments.  Securities available for sale decreased $17.6 million , or 8.8% , to $182.1 million at September 30, 2017 from $199.7 million at June 30, 2017 . During the three months ended September 30, 2017 , $11.7 million of securities matured and $5.8 million of principal payments were received. At September 30, 2017 , certificates of deposits in other banks decreased $21.8 million, or 16.5% to $110.5 million compared to $132.3 million at June 30, 2017 . The decrease in certificates of deposits in other banks was due to $29.0 million in maturities partially offset by $7.2 million in purchases. All certificates of deposit in other banks are fully insured by the FDIC. We evaluate individual investment securities quarterly for other-than-temporary declines in market value. We did not believe that there were any other-than-temporary impairments at September 30, 2017 ; therefore, no impairment losses were recorded during the first three months of fiscal 2018 . Other investments at cost at September 30, 2017 included FRB and FHLB stock totaling $7.3 million and $31.4 million , respectively. In total, other investments decreased $704,000, or 1.8% from June 30, 2017 as a result of required redemptions of FHLB stock due to reductions in our FHLB borrowings.
Loans held for sale. Loans held for sale increased $2.2 million, or 39.0% at September 30, 2017 to $7.8 million from $5.6 million at June 30, 2017 . The increase was driven by volume increases as a result of expanding our mortgage operations into our newer market areas and adding additional seasoned loan officers.
Loans.   Net loans receivable increased $42.4 million , or 1.8% , at September 30, 2017 to $2.4 billion from June 30, 2017 primarily due to $43.2 million of organic loan growth.
For the three-month period ended September 30, 2017 , retail loan portfolio originations increased $5.8 million, or 7.8% to $80.4 million from $74.6 million, compared to the same period in the previous year. For the three-month period ended September 30, 2017 , commercial loan portfolio originations increased $87.1 million, or 113.1% to $164.1 million, from $77.0 million, compared to the same period in the previous year. For the quarter ended September 30, 2017 , organic net loan growth, which excludes loans acquired through acquisitions and purchases of HELOCs, was $43.2 million or 7.9% annualized.

35



Retail consumer and commercial loans consist of the following at the dates indicated:
 
As of
 
 
 
 
 
Percent of total
 
September 30,
 
June 30,
 
Change
 
September 30,
 
June 30,
(Dollars in thousands)
2017
 
2017
 
$
 
%
 
2017
 
2017
Retail consumer loans:
 
 
 
 
 
 
 
 
 
 
 
One-to-four family
$
684,956

 
$
684,089

 
$
867

 
0.1
 %
 
28.6
%
 
29.1
%
HELOCs - originated
152,979

 
157,068

 
(4,089
)
 
(2.6
)
 
6.4

 
6.7

HELOCs - purchased
162,518

 
162,407

 
111

 
0.1

 
6.8

 
6.9

Construction and land/lots
54,969

 
50,136

 
4,833

 
9.6

 
2.3

 
2.1

Indirect auto finance
142,915

 
140,879

 
2,036

 
1.4

 
6.0

 
6.0

Consumer
8,814

 
7,900

 
914

 
11.6

 
0.4

 
0.3

Total retail consumer loans
1,207,151

 
1,202,479

 
4,672

 
0.4

 
50.4

 
51.1

Commercial loans:
 

 
 

 
 
 
 
 
 
 
 
Commercial real estate
753,857

 
730,408

 
23,449

 
3.2

 
31.5

 
31.0

Construction and development
209,672

 
197,966

 
11,706

 
5.9

 
8.8

 
8.4

Commercial and industrial
124,722

 
120,387

 
4,335

 
3.6

 
5.2

 
5.1

Municipal leases
100,638

 
101,175

 
(537
)
 
(0.5
)
 
4.2

 
4.3

Total commercial loans
1,188,889

 
1,149,936

 
38,953

 
3.4

 
49.6

 
48.9

Total loans
$
2,396,040

 
$
2,352,415

 
$
43,625

 
1.9
 %
 
100.0
%
 
100.0
%
Recently, our expansion into larger metro markets as well as in-market acquisitions combined with improvements in the economy, employment rates, stronger real estate prices, and a general lack of new housing inventory in certain markets have led to us significantly increasing originations of construction loans for properties located in our market areas. We have hired experienced commercial real estate relationship managers, credit officers, and developed a construction risk management group to better manage construction risk, as part of our efforts to grow the construction portfolio. We anticipate that construction lending will continue to be a strong element of our total loan portfolio in future periods. We will continue to take a disciplined approach in our construction and land development lending by concentrating our efforts on smaller one-to-four residential loans to builders known to us and developers of commercial real estate and multifamily properties with proven success in this type of construction. At September 30, 2017 , construction and land/lots totaled $55.0 million including $40.4 million of one-to-four family construction loans that will roll over to permanent loans upon completion of the construction period, excluding unfunded loan commitments of $53.6 million. Total construction and development loans at September 30, 2017 , were $209.7 million, excluding unfunded loan commitments of $180.8 million, of which $88.2 million was for non-residential commercial real estate construction, $65.7 million was for land development, $45.9 million was for speculative construction of single family properties, and $9.9 million was for multi-family construction. Undisbursed construction and development loan commitments at September 30, 2017 included $84.5 million of commercial real estate projects, multi-family residential projects of $4.8 million and $37.9 million for the speculative construction of one- to four-family residential properties.
Asset Quality. Our overall asset quality metrics continue to demonstrate our commitment to growing and maintaining a loan portfolio with a moderate risk profile. Nonperforming assets remained constant at $20.0 million , or 0.62% of total assets, at September 30, 2017 and June 30, 2017 . Nonperforming assets included $14.1 million in nonaccruing loans and $5.9 million in REO at September 30, 2017 , compared to $13.7 million and $6.3 million, in nonaccruing loans and REO respectively, at June 30, 2017 . Included in nonperforming loans are $5.2 million of loans restructured from their original terms of which $3.1 million were current with respect to their modified payment terms. The increase in nonaccruing loans was primarily due to one commercial real estate loan totaling $672,000, partially offset by loans returning to performing status as payment history and the borrower's financial status improved. At September 30, 2017 , $5.6 million , or 40.1% , of nonaccruing loans were current on their required loan payments. Purchased credit impaired loans aggregating $6.5 million were 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 0.59% at September 30, 2017 compared to 0.58% at June 30, 2017.
The ratio of classified assets to total assets decreased to 1.50% at September 30, 2017 from 1.57% at June 30, 2017 . Classified assets decreased 3.0% to $48.7 million at September 30, 2017 compared to $50.2 million at June 30, 2017 . Delinquent loans (loans delinquent 30 days or more) increased to $17.7 million at September 30, 2017 , from $15.2 million at June 30, 2017 primarily due to additional 1-4 family loans in the 30-60 day category.
As of September 30, 2017 , we had identified $41.8 million of impaired loans compared to $43.0 million at June 30, 2017 . Our impaired loans are comprised of loans on non-accrual status and all TDRs, whether performing or on non-accrual status under their restructured terms. Impaired loans may be evaluated for reserve purposes using either a specific impairment analysis or on a collective basis as part of homogeneous pools. As of September 30, 2017 , there were $23.1 million loans individually evaluated for impairment and $18.7 million were collectively evaluated. For more information on these impaired loans, see Note 5 of the Notes to Consolidated Financial Statements under Item 1 of this report.
Allowance for loan losses.   We establish an allowance for loan losses by charging amounts to the loan provision at a level required to reflect estimated credit losses in the loan portfolio. In evaluating the level of the allowance for loan losses, management considers, among other factors, historical loss experience, the types of loans and the amount of loans in the loan portfolio, adverse situations that may affect borrowers' ability

36



to repay, estimated value of any underlying collateral, prevailing economic conditions and current risk factors specifically related to each loan type.
The allowance for loan losses was $22.0 million , or 0.92% of total loans, at September 30, 2017 compared to $21.2 million , or 0.90% of total loans, at June 30, 2017 . The allowance for loan losses to gross loans excluding acquired loans was 1.01% at September 30, 2017 , compared to 1.03% at June 30, 2017 . Loans acquired from acquisitions are excluded from the allowance for loan losses at the date of acquisition in accordance with the acquisition method of accounting for business combinations. The Company recorded these loans at fair value, which includes a credit discount, therefore, no allowance for loan losses is established for these acquired loans unless the credit quality deteriorates further subsequent to the acquisition. The allowance for our acquired loans at September 30, 2017 was $1.2 million compared to $727,000 at June 30, 2017.
There was no provision for loan loss during the three months ended September 30, 2017 and September 30, 2016 as the allowance for loan losses required by our loan growth was offset by continued improvements in our asset quality. Net loan recoveries totaled $846,000 for the three months ended September 30, 2017 compared to net charge-offs of $341,000 for the same period during the prior fiscal year. Net recoveries as a percentage of average loans increased to (0.14)% for the three months ended September 30, 2017 from net charge-offs of 0.07% for the same period last fiscal year.
The allowance as a percentage of nonaccruing loans increased to 156.17% at September 30, 2017 from 154.77% at June 30, 2017 .
We believe that the allowance for loan losses as of September 30, 2017 was adequate to absorb the known and inherent risks of loss in the loan portfolio at that date. While we believe the estimates and assumptions used in our determination of the adequacy of the allowance are reasonable, there can be no assurance that such estimates and assumptions will not be proven incorrect in the future, or that the actual amount of future provisions will not exceed the amount of past provisions or that any increased provisions that may be required will not adversely impact our financial condition and results of operations. In addition, the determination of the amount of the allowance for loan losses is subject to review by bank regulators as part of the routine examination process, which may result in the establishment of additional reserves based upon their judgment of information available to them at the time of their examination.
Real estate owned. REO decreased $377,000 , to $5.9 million at September 30, 2017 primarily due to $793,000 in REO sales during the period, partially offset by $252,000 in properties transferred to REO and a gain on sale of REO of $146,000 during the period. The total balance of REO at September 30, 2017 included $2.5 million in land, construction and development projects (both residential and commercial), $2.2 million in commercial real estate, and $1.2 million in single-family homes.
Deferred income taxes. Deferred income taxes decreased $1.7 million, or 3.0%, to $55.7 million at September 30, 2017 from $57.4 million at June 30, 2017 . The decrease was primarily driven by the realization of net operating losses through increases in taxable income, which was further augmented by the revaluation of deferred tax assets relating to a change in North Carolina's corporate tax rate, as discussed below.
Goodwill. Goodwill remained at $25.6 million at September 30, 2017 and June 30, 2017.
Deposits.  Deposits increased $51.9 million , or 2.5% , to $2.1 billion at September 30, 2017 as compared to $2.0 billion at June 30, 2017. The increase was primarily due to an increase of $56.1 million in our core deposits (which excludes certificates of deposit) as a result of recent deposit gathering initiatives, which were partially offset by a $4.3 million managed run off in our higher costing certificates of deposit and brokered deposits by competing less aggressively for time deposits.
The following table sets forth our deposits by type of deposit account as of the dates indicated:
 
As of
 
 
 
Percent of total
 
September 30,
 
June 30,
 
Change
 
September 30,
 
June 30,
(Dollars in thousands)
2017
 
2017
 
$
 
%
 
2017
 
2017
Core deposits:
 
 
 
 
 
 
 
 
 
 
 
     Noninterest-bearing accounts
$
304,144

 
$
310,172

 
(6,028
)
 
(1.9
)%
 
14.5
%
 
15.1
%
     NOW accounts
464,993

 
469,377

 
(4,384
)
 
(0.9
)%
 
22.1
%
 
22.9
%
     Money market accounts
642,351

 
569,607

 
72,744

 
12.8
 %
 
30.6
%
 
27.8
%
     Savings accounts
230,943

 
237,149

 
(6,206
)
 
(2.6
)%
 
11.0
%
 
11.6
%
Core deposits
1,642,431

 
1,586,305

 
56,126

 
3.5
 %
 
78.2
%
 
77.4
%
Certificates of deposit
457,879

 
462,146

 
(4,267
)
 
(0.9
)%
 
21.8
%
 
22.6
%
Total
$
2,100,310

 
$
2,048,451

 
51,859

 
2.5
 %
 
100.0
%
 
100.0
%
Borrowings.  Borrowings decreased to $679.8 million at September 30, 2017 from $696.5 million at June 30, 2017 . All FHLB advances have maturities of less than 90 days with a weighted average interest rate of 1.16% at September 30, 2017 .
Equity.   Stockholders' equity at September 30, 2017 increased to $405.5 million from $397.6 million at June 30, 2017 . The increase was a primarily a result of $5.6 million in net income for the first three months of fiscal 2018, $1.2 million representing stock-based compensation, and a $680,000 cumulative adjustment for the adoption of ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting." Tangible book value per share increased by $0.44, or 2.3% to $19.81 as of September 30, 2017 compared to $19.37 at June 30, 2017.

37



Average Balances, Interest and Average Yields/Cost
The following table sets forth for the periods indicated, information regarding average balances of assets and liabilities as well as the total dollar amounts of interest income from average interest-earning assets and interest expense on average interest-bearing liabilities, resultant yields, interest rate spread, net interest margin (otherwise known as net yield on interest-earning assets), and the ratio of average interest-earning assets to average interest-bearing liabilities. All average balances are daily average balances. Nonaccruing loans have been included in the table as loans carrying a zero yield.
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Three Months Ended September 30,
 
2017
 
2016
 
Average
Balance
Outstanding
 
Interest
Earned/
Paid (2)
 
Yield/
Rate (2)
 
Average
Balance
Outstanding
 
Interest
Earned/
Paid (2)
 
Yield/
Rate (2)
(Dollars in thousands)
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Loans receivable (1)
$
2,361,522

 
$
25,798

 
4.37
%
 
$
1,848,086

 
$
21,070

 
4.56
%
Deposits in other financial institutions
159,152

 
536

 
1.35
%
 
191,716

 
497

 
1.04
%
Investment securities
189,920

 
972

 
2.05
%
 
196,889

 
880

 
1.79
%
Other interest-earning assets (3)
208,422

 
1,139

 
2.18
%
 
290,722

 
934

 
1.29
%
Total interest-earning assets
2,919,016

 
28,445

 
3.90
%
 
2,527,413

 
23,381

 
3.70
%
Other assets
278,869

 
 
 
 
 
237,509

 
 
 
 
Total assets
$
3,197,885

 
 
 
 
 
$
2,764,922

 
 
 
 
Liabilities and equity:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing checking accounts
462,928

 
216

 
0.19
%
 
403,823

 
173

 
0.17
%
Money market accounts
605,261

 
477

 
0.31
%
 
519,250

 
347

 
0.27
%
Savings accounts
232,940

 
78

 
0.13
%
 
210,179

 
70

 
0.13
%
Certificate accounts
449,839

 
575

 
0.51
%
 
430,791

 
509

 
0.47
%
Total interest-bearing deposits
1,750,968

 
1,346

 
0.31
%
 
1,564,043

 
1,099

 
0.28
%
Borrowings
668,091

 
1,969

 
1.18
%
 
533,889

 
555

 
0.42
%
Total interest-bearing liabilities
2,419,059

 
3,315

 
0.55
%
 
2,097,932

 
1,654

 
0.31
%
Noninterest-bearing deposits
310,596

 
 
 
 
 
241,510

 
 
 
 
Other liabilities
66,808

 
 
 
 
 
63,184

 
 
 
 
Total liabilities
2,796,463

 
 
 
 
 
2,402,626

 
 
 
 
Stockholders' equity
401,422

 
 
 
 
 
362,296

 
 
 
 
Total liabilities and stockholders' equity
$
3,197,885

 
 
 
 
 
$
2,764,922

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net earning assets
$
499,957

 
 
 
 
 
$
429,481

 
 
 
 
Average interest-earning assets to
 
 
 
 
 
 
 
 
 
 
 
average interest-bearing liabilities
120.67
%
 
 
 
 
 
120.47
%
 
 
 
 
Tax-equivalent:
 
 
 
 
 
 
 
 
 
 
 
Net interest income
 
 
$
25,130

 
 
 
 
 
$
21,727

 
 
Interest rate spread
 
 
 
 
3.35
%
 
 
 
 
 
3.39
%
Net interest margin (4)
 
 
 
 
3.44
%
 
 
 
 
 
3.44
%
Non-tax-equivalent:
 
 
 
 
 
 
 
 
 
 
 
Net interest income
 
 
$
24,581

 
 
 
 
 
$
21,137

 
 
Interest rate spread
 
 
 

 
3.27
%
 
 
 
 
 
3.29
%
Net interest margin (4)
 
 
 
 
3.37
%
 
 
 
 
 
3.35
%
__________________
(1) The average loans receivable, net balances include loans held for sale and nonaccruing loans.

38



(2) Interest income used in the average interest/earned and yield calculation includes the tax equivalent adjustment of $549,000 and $590,000 for the three months ended September 30, 2017 and 2016 , respectively, calculated based on a federal tax rate of 34%.
(3) The average other interest-earning assets consists of FRB stock, FHLB stock, and commercial paper. See Comparison of Results of Operation for the Three Months Ended September 30, 2017 for discussion of our leveraging strategy.
(4) Net interest income divided by average interest-earning assets.
Rate/Volume Analysis
The following table presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities. It distinguishes between the changes related to outstanding balances and that due to the changes in interest rates. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume (i.e., changes in volume multiplied by old rate) and (ii) changes in rate (i.e., changes in rate multiplied by old volume). For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately to the change due to volume and the change due to rate.
 
 
 
 
 
 
 
Three Months Ended September 30, 2017
 
Compared to
 
Three Months Ended September 30, 2016
 
Increase/
(decrease)
due to
 
Total
increase/(decrease)
(Dollars in thousands)
Volume
 
Rate
 
Interest-earning assets:
 
 
 
 
 
 Loans receivable (1)
$
5,852

 
$
(1,124
)
 
$
4,728

Deposits in other financial institutions
(85
)
 
124

 
39

 Investment securities
(31
)
 
123

 
92

 Other
(264
)
 
468

 
204

    Total interest-earning assets
5,472

 
(409
)
 
5,063

Interest-bearing liabilities:
 
 
 
 
 
 Interest-bearing checking accounts  
$
25

 
$
18

 
$
43

 Money market accounts
58

 
72

 
130

 Savings accounts
8

 

 
8

 Certificate accounts
22

 
44

 
66

 Borrowings
139

 
1,275

 
1,414

    Total interest-bearing liabilities
252

 
1,409

 
1,661

Net increase in tax equivalent interest income
$
5,220

 
$
(1,818
)
 
$
3,402

_____________
(1) Interest income used in the average interest/earned and yield calculation includes the tax equivalent adjustment of $549,000 and $590,000 for the three months ended September 30, 2017 and 2016 , respectively, calculated based on a federal tax rate of 34%.
Comparison of Results of Operation for the Three Months Ended September 30, 2017 and 2016
General.   During the three months ended September 30, 2017 , we had net income of $5.6 million compared to $3.8 million for the three months ended September 30, 2016. On a diluted per share basis, the Company earned $0.30 per share for the first three months of fiscal year 2018, compared to $0.22 per share in the same period in fiscal 2017. The overall increase reflects the acquisition of TriSummit and additional net interest income from organic loan growth.
Net Interest Income. Net interest income increased $3.4 million, or 16.3% to $24.6 million for the three months ended September 30, 2017 compared to $21.1 million for the three months ended September 30, 2016. This increase in net interest income was driven by a $5.1 million, or 22.4% increase in interest income partially offset by a $1.7 million, or 100.4% increase in interest expense.
The average balance of interest-earning assets for the three months ended September 30, 2017 increased $391.6 million, or 15.5% to $2.9 billion compared to $2.5 billion for the corresponding period in the previous year. Net interest margin (on a fully taxable-equivalent basis) for the three months ended September 30, 2017 and September 30, 2016 remained stable at 3.44%. Our leveraging strategy produced an additional $967,000 in interest income during the three months ended September 30, 2017 , at an average yield of 1.58%, while the average cost of the borrowings was 1.18%, resulting in approximately $245,000 in net interest income during the period. During the corresponding period in the prior fiscal year, our leveraging strategy produced an additional $999,000 in interest income, at an average yield of 1.01%, while the average cost of borrowings was 0.42%, resulting in approximately $589,000 in net interest income. Excluding the effects of the leveraging strategy, the net interest margin would be 3.72% and 3.97% for the three months ended September 30, 2017 and 2016, respectively.
The increase in interest income for the three months ended September 30, 2017 as compared to the same period prior year was primarily driven by a $4.8 million, or 23.3% increase in loan interest income, a $125,000, or 12.0% increase in interest from deposits in other banks, a $119,000,

39



or 30.7% increase in other investment income, and a $91,000, or 10.3% increase in interest from securities available for sale. The additional loan interest income was due to the $513.4 million, or 27.8% increase in average balance of loan receivables from the TriSummit acquisition and increased organic loan growth, which was mainly funded by the cumulative decrease of $121.8 million, or 17.9% in average interest-earning deposits with banks, securities available for sale, and other interest-earning assets, an increase in average deposits of $256.0 million, or 14.2%, and an increase in average FHLB borrowings of $134.2 million, or 25.1% as compared to the same quarter last year. The additional interest income was partially offset by a $1.1 million, or 57.6% decrease in the accretion of purchase discounts on acquired loans to $775,000 for the quarter ended September 30, 2017 from $1.8 million for the same quarter in fiscal 2017, as a result of full repayments of several loans with large discounts in the previous fiscal year. Accretable income on acquired loans stems from the discount established at the time these loan portfolios were acquired and the related impact of prepayments on purchased loans. Each quarter, the Company analyzes the cash flow assumptions on the PCI loan pools and, at least semi-annually, the Company updates loss estimates, prepayment speeds and other variables when analyzing cash flows. In addition to this accretion income, which is recognized over the estimated life of the loan pools, if a loan is removed from a pool due to payoff or foreclosure, the unaccreted discount in excess of losses is recognized as an accretion gain in interest income. As a result, income from loan pools can be volatile from quarter to quarter. This decrease in purchase discount accretion led to a 19 basis point decrease in average loan yields to 4.37% for the quarter ended September 30, 2017 from 4.56% in the corresponding quarter last year. Excluding the effects of the accretion on purchase discounts on acquired loans, loan yields increased eight basis points to 4.24% for the quarter ended September 30, 2017 compared to 4.16% in the same period last year.
Total interest expense increased $1.7 million, or 100.4% for the three months ended September 30, 2017 compared to the same period last year. This increase was primarily related to the increase in average borrowings and the 76 basis point increase in the average cost of borrowings, resulting in additional interest expense of $1.4 million to $2.0 million for the three-month period as compared to the same period last year. Average interest-bearing deposits for the three months ended September 30, 2017 was $1.8 billion and was $1.6 billion for the three months ended September 30, 2016. The $186.9 million, or 12.0% increase was a result of the TriSummit acquisition and recent deposit marketing initiative. The overall average cost of funds for the three months ended September 30, 2017 increased 24 basis points to 0.55% compared to the same period last year due primarily to the impact of recent increases in the federal funds rate on our borrowings.
Provision for Loan Losses.   There was no provision for loan losses during the three months ended September 30, 2017 or 2016 as improved credit quality measures have been sufficient to cover reserves needed for loan growth and changes in the mix of loans. Net recoveries for the three months ended September 30, 2017 were $846,000 from a net charge-off of $341,000 for the same period in 2016. Net recoveries as a percentage of average loans was (0.14%) for the three months ended September 30, 2017 from net charge-offs as a percentage of average assets of 0.07% for the same period last fiscal year.
See Comparison of Financial Condition - Asset Quality for additional details.
Noninterest Income.   Noninterest income increased $336,000 , or 7.9% , to $4.6 million for the three months ended September 30, 2017 from $4.2 million for the three months ended September 30, 2016 . The increase was primarily the result of a $125,000, or 6.5% increase in service charges on deposit accounts, a $126,000, or 12.9% increase in loan income from the gain on the sale of mortgage loans and various commercial loan-related fees, and a $306,000, or 75.9% increase in other income primarily driven by gains on an investment in a small business investment company.
Noninterest Expense.  Noninterest expense for the three months ended September 30, 2017 increased $2.0 million, or 10.2% , to $21.1 million compared to $19.1 million for the three months ended September 30, 2016 . The increase in salaries and employee benefits expenses of $1.7 million, or 15.5% was caused primarily by the TriSummit acquisition and a $434,000 increase in stock-based compensation expense primarily driven by the increase in the Company's stock price during the three months ended September 30, 2017 compared to the same period in fiscal 2017. In addition, the TriSummit acquisition led to additional noninterest expenses as shown in the cumulative increase of $775,000, or 9.9% in net occupancy expense, core deposit intangible amortization, and other expenses. These increases in noninterest expense were partially offset by the absence of $307,000 in merger-related expenses, and a $178,000, or 65.2% decrease in REO related expenses for the quarter ended September 30, 2017 compared to the same period last year. We continue to actively market our REO properties in an effort to minimize holding costs.
Income Taxes.   For the three months ended September 30, 2017 , the Company's income tax expense was $2.5 million , an increase of $86,000, or 3.5% compared to $2.4 million for the three months ended September 30, 2016 . The increase was a result of higher taxable income for the three months ended September 30, 2017 over the comparative period in prior year. In addition, the Company had a $133,000 and a $490,000 charge during the three months ended September 30, 2017 and 2016, respectively, related to the decrease in value of our deferred tax assets based on decreases in North Carolina's corporate tax rate. The Company's effective income tax rate for the three months ended September 30, 2017 was 31.1% compared to 38.8% for the three months ended September 30, 2016 .
Liquidity
Management maintains a liquidity position that it believes will adequately provide funding for loan demand and deposit run-off that may occur in the normal course of business. We rely on a number of different sources in order to meet our potential liquidity demands. The primary sources are increases in deposit accounts and cash flows from loan payments and the securities portfolio.
In addition to these primary sources of funds, management has several secondary sources available to meet potential funding requirements. As of September 30, 2017 , the Bank had an additional borrowing capacity of $48.5 million with the FHLB of Atlanta, a $111.7 million line of credit with the FRB and three lines of credit with three unaffiliated banks totaling $ 60.0 million . At September 30, 2017 , we had $679.8 million in FHLB advances outstanding and nothing outstanding under our other lines of credit. Additionally, the Company classifies its securities portfolio as available for sale, providing an additional source of liquidity. Management believes that our security portfolio is of high quality and the

40



securities would therefore be marketable. In addition, we have historically sold longer term fixed-rate mortgage loans in the secondary market to reduce interest rate risk and to create still another source of liquidity. From time to time we also utilize brokered time deposits to supplement our other sources of funds. Brokered time deposits are obtained by utilizing an outside broker that is paid a fee. This funding requires advance notification to structure the type of deposit desired by us. Brokered deposits can vary in term from one month to several years and have the benefit of being a source of longer-term funding. We also utilize brokered deposits to help manage interest rate risk by extending the term to repricing of our liabilities, enhance our liquidity and fund asset growth. Brokered deposits are typically from outside our primary market areas, and our brokered deposit levels may vary from time to time depending on competitive interest rate conditions and other factors. At September 30, 2017 brokered deposits totaled $12.9 million , or 0.6% of total deposits.
Liquidity management is both a daily and long-term function of business management. Excess liquidity is generally invested in short-term investments, such as overnight deposits and federal funds. On a longer term basis, we maintain a strategy of investing in various lending products and investment securities, including mortgage-backed securities and commercial paper. HomeTrust Bancshares on a stand-alone level is a separate legal entity from the Bank and must provide for its own liquidity and pay its own operating expenses. The Company's primary source of funds consists of the net proceeds retained from the Conversion. The Company also has the ability to receive dividends or capital distributions from the Bank, although there are regulatory restrictions on the ability of the Bank to pay dividends. At September 30, 2017 , the Company (on an unconsolidated basis) had liquid assets of $19.7 million .
We use our sources of funds primarily to meet our ongoing commitments, pay maturing deposits and fund withdrawals, and to fund loan commitments. At September 30, 2017 , the total approved loan commitments and unused lines of credit outstanding amounted to $232.3 million and $449.3 million , respectively, as compared to $202.1 million and $414.4 million , respectively, as of June 30, 2017 . Certificates of deposit scheduled to mature in one year or less at September 30, 2017 , totaled $313.9 million . It is management's policy to manage deposit rates that are competitive with other local financial institutions. Based on this management strategy, we believe that a majority of maturing deposits will remain with us.
During the first three months of fiscal 2018 , cash and cash equivalents decreased $8.0 million , or 9.2% , from $87.0 million as of June 30, 2017 to $79.0 million as of September 30, 2017 . Cash provided by operating and financing activities was $7.2 million and $35.2 million, respectively; while cash used in investing activities was $50.3 million . Primary sources of cash for the three months ended September 30, 2017 included $11.7 million in proceeds from the maturities of securities available for sale, $21.8 million in maturities of certificates of deposits in other banks, net of purchases, $5.8 million in principal repayments from mortgage-backed securities, and a $51.9 million increase in deposits. Primary uses of cash during the period included a net increase in commercial paper of $49.3 million, an increase in loans of $41.5 million, and a $16.7 million decrease in borrowings. All sources and uses of cash reflect our cash management strategy to increase our number of higher yielding investments and loans by increasing lower costing borrowings and reducing our holdings in lower yielding investments.
Off-Balance Sheet Activities
In the normal course of operations, we engage in a variety of financial transactions that are not recorded in our financial statements. These transactions involve varying degrees of off-balance sheet credit, interest rate and liquidity risks. These transactions are used primarily to manage customers' requests for funding and take the form of loan commitments and lines of credit. For the three months ended September 30, 2017 , we engaged in no off-balance sheet transactions likely to have a material effect on our financial condition, results of operations or cash flows.
A summary of our off-balance sheet commitments to extend credit at September 30, 2017 , is as follows (in thousands):
Undisbursed portion of construction loans
$
180,794

Commitments to make loans
51,528

Unused lines of credit
449,261

Unused letters of credit
7,054

Total loan commitments
$
688,637

Capital Resources
At September 30, 2017 , stockholder's equity totaled $405.5 million . HomeTrust Bancshares, Inc. is a bank holding company and a financial holding company subject to regulation by the Federal Reserve. As a bank holding company, we are subject to capital adequacy requirements of the Federal Reserve under the Bank Holding Company Act of 1956, as amended and the regulations of the Federal Reserve. Our subsidiary, the Bank, an FDIC-insured, North Carolina state-chartered bank and a member of the Federal Reserve System, is supervised and regulated by the Federal Reserve and the NCCOB and is subject to minimum capital requirements applicable to state member banks established by the Federal Reserve that are calculated in a manner similar to those applicable to bank holding companies.
Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
At September 30, 2017 , HomeTrust Bancshares, Inc. and the Bank each exceeded all regulatory capital requirements as of that date. Consistent with our goals to operate a sound and profitable organization, our policy is for the Bank to maintain a “well-capitalized” status under the regulatory

41



capital categories of the Federal Reserve. The Bank was categorized as "well-capitalized" at September 30, 2017 under applicable regulatory requirements.
HomeTrust Bancshares, Inc. and the Bank's actual and required minimum capital amounts and ratios   are as follows (dollars in thousands):
 
 
 
Regulatory Requirements
 
Actual
 
Minimum for Capital
Adequacy Purposes
 
Minimum to Be
Well Capitalized
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
HomeTrust Bancshares, Inc.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
Common Equity Tier I Capital to Risk-Weighted Assets
$
353,515

 
12.91
%
 
$
123,218

 
4.50
%
 
$
177,982

 
6.50
%
Tier I Capital (to Total Adjusted Assets)
$
353,515

 
11.24
%
 
$
125,819

 
4.00
%
 
$
157,274

 
5.00
%
Tier I Capital (to Risk-weighted Assets)
$
353,515

 
12.91
%
 
$
164,291

 
6.00
%
 
$
219,054

 
8.00
%
Total Risk-based Capital (to Risk-weighted Assets)
$
375,967

 
13.73
%
 
$
219,054

 
8.00
%
 
$
273,818

 
10.00
%
 
 
 
 
 
 
 
 
 
 
 
 
As of June 30, 2017
 

 
 

 
 

 
 

 
 

 
 

Common Equity Tier I Capital to Risk-Weighted Assets
$
342,664

 
13.07
%
 
$
118,024

 
4.50
%
 
$
170,478

 
6.50
%
Tier I Capital (to Total Adjusted Assets)
$
342,664

 
11.13
%
 
$
123,149

 
4.00
%
 
$
153,936

 
5.00
%
Tier I Capital (to Risk-weighted Assets)
$
342,664

 
13.07
%
 
$
157,365

 
6.00
%
 
$
209,820

 
8.00
%
Total Risk-based Capital (to Risk-weighted Assets)
$
364,269

 
13.89
%
 
$
209,820

 
8.00
%
 
$
262,275

 
10.00
%
 
 
 
 
 
 
 
 
 
 
 
 
HomeTrust Bank:
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
As of September 30, 2017
 

 
 

 
 

 
 

 
 

 
 

Common Equity Tier I Capital to Risk-Weighted Assets
$
314,645

 
11.53
%
 
$
122,774

 
4.50
%
 
$
177,340

 
6.50
%
Tier I Capital (to Total Adjusted Assets)
$
314,645

 
10.05
%
 
$
125,288

 
4.00
%
 
$
156,610

 
5.00
%
Tier I Capital (to Risk-weighted Assets)
$
314,645

 
11.53
%
 
$
163,698

 
6.00
%
 
$
218,265

 
8.00
%
Total Risk-based Capital (to Risk-weighted Assets)
$
336,974

 
12.35
%
 
$
218,265

 
8.00
%
 
$
272,831

 
10.00
%
 
 
 
 
 
 
 
 
 
 
 
 
As of June 30, 2017
 

 
 

 
 

 
 

 
 

 
 

Common Equity Tier I Capital to Risk-Weighted Assets
$
305,216

 
11.68
%
 
$
117,560

 
4.50
%
 
$
169,809

 
6.50
%
Tier I Capital (to Total Adjusted Assets)
$
305,216

 
9.97
%
 
$
122,453

 
4.00
%
 
$
153,066

 
5.00
%
Tier I Capital (to Risk-weighted Assets)
$
305,216

 
11.68
%
 
$
156,747

 
6.00
%
 
$
208,996

 
8.00
%
Total Risk-based Capital (to Risk-weighted Assets)
$
326,635

 
12.50
%
 
$
208,996

 
8.00
%
 
$
261,245

 
10.00
%
In addition to the minimum common equity Tier 1 ("CET1"), Tier 1 and total risk-based capital ratios, HomeTrust Bancshares, Inc. and the Bank now have to maintain a capital conservation buffer consisting of additional CET1 capital above the required minimum levels in order to avoid limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses based on percentages of eligible retained income that could be utilized for such actions. This new capital conservation buffer requirement was phased in starting in January 2016 at 0.625% of risk-weighted assets and will increase each year until fully implemented to an amount equal to 2.5% of risk-weighted assets in January 2019. At September 30, 2017 , the Bank’s CET1 capital exceeded the required capital conservation buffer of 1.25%.
Impact of Inflation
The effects of price changes and inflation can vary substantially for most financial institutions. While management believes that inflation affects the growth of total assets, it believes that it is difficult to assess the overall impact. Management believes this to be the case due to the fact that generally neither the timing nor the magnitude of the inflationary changes in the consumer price index ("CPI") coincides with changes in interest rates. The price of one or more of the components of the CPI may fluctuate considerably and thereby influence the overall CPI without having a corresponding effect on interest rates or upon the cost of those goods and services normally purchased by the Company. In years of high inflation and high interest rates, intermediate and long-term interest rates tend to increase, thereby adversely impacting the market values of investment securities, mortgage loans and other long-term fixed rate loans. In addition, higher short-term interest rates caused by inflation tend to increase the cost of funds. In other years, the opposite may occur.

42



Item 3.        Quantitative and Qualitative Disclosure About Market Risk
There has not been any material change in the market risk disclosures contained in our 2017 Form 10-K.
Item 4.        Controls and Procedures
An evaluation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the "Act")) as of September 30, 2017 , was carried out under the supervision and with the participation of the Company's Chief Executive Officer, Chief Financial Officer   and several other members of the Company's senior management.   The Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures in effect as of September 30, 2017 , were effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Act is: (i) accumulated and communicated to the Company's management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. In addition, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Act) that occurred during the quarter ended September 30, 2017 , that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
The Company does not expect that its disclosure controls and procedures and internal control over financial reporting will prevent all error and all fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls may be circumvented by the individual acts of some persons, by collusion of two or more people, or by override of the control. The design of any control procedure also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.
PART II.  OTHER INFORMATION
Item 1.      Legal Proceedings
The "Litigation" section of Note 10 to the Consolidated Financial Statements included in Part I, Item 1 is incorporated herein by reference.
Item 1A.
Risk Factors
There have been no material changes in the Risk Factors previously disclosed in Item 1A of the Company's 2017 Form 10-K.
Item 2.
Unregistered Sales of Equity Securities and use of Proceeds
(a) Not applicable
(b) Not applicable
(c) The following table provides information about repurchases of common stock by the Company during the quarter ended September 30, 2017:
Period
Total Number
Of Shares Purchased
 
Average
Price Paid per Share
 
Total Number Of Shares Purchased as Part of Publicly Announced Plans
 
Maximum
Number of
Shares that May
Yet Be Purchased Under Publicly Announced Plans
July 1 - July 31, 2017

 
$

 

 
443,155

August 1 - August 31, 2017

 

 

 
443,155

September 1 - September 30, 2017

 

 

 
443,155

Total

 
$

 

 
443,155

On December 15, 2015 the Company announced that its Board of Directors had authorized the repurchase of up to 922,855 shares of the Company's common stock, representing 5% of the Company's outstanding shares at the time of the announcement. The shares may be purchased in the open market or in privately negotiated transactions, from time to time depending upon market conditions and other factors. As of September 30, 2017 , 479,700 of the shares approved on December 15, 2015 were purchased at an average price of $18.00.

43



Item 3.
Defaults Upon Senior Securities
Nothing to report.
Item 4.
Mine Safety Disclosures
Not applicable.
Item 5.
Other Information
Nothing to report.
Item 6.
Exhibits
See Exhibit Index.

44



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.
 
HomeTrust Bancshares, Inc.
 
 
 
 
 
 
Date: November 9, 2017
By:
/s/ Dana L. Stonestreet
 
 
Dana L. Stonestreet
 
 
Chairman, President and CEO
 
 
(Duly Authorized Officer)
 
 
 
Date: November 9, 2017
By:
/s/ Tony J. VunCannon
 
 
Tony J. VunCannon
 
 
Executive Vice President, CFO, and Treasurer
 
 
(Principal Financial and Accounting Officer)
 
 
 
 
 
 

45



EXHIBIT INDEX
Regulation S-K Exhibit Number
Document
Reference to Prior Filing or Exhibit Number Attached Hereto
 
 
 
2.1

(a)
3.1
(b)
3.2
(c)
3.3
(d)
4.1
(e)
4.2
(m)
10.1
10.1
10.2
(e)
10.3
(b)
10.4
(f)
10.5
(b)
10.6
(b)
10.7
(b)
10.7A
(b)
10.7B
(b)
10.7C
(b)
10.7D
(b)
10.7E
(b)
10.7F
(b)
10.7G
(b)
10.7H
(b)
10.7I
(g)
10.8
(b)
10.8A
(b)
10.8B
(b)
10.8C
(b)
10.8D
(b)
10.8E
(b)
10.8F
(b)
10.8G
(b)
10.9
(b)
10.10
(b)
10.11
(b)
10.12
(n)
10.13
(h)
10.14
(i)
10.15
(i)

46



10.16
(i)
10.17
(i)
10.18
(i)
10.19
(j)
10.20
(k)
10.21
(l)
10.22
(l)
10.23
(l)
10.24
(l)
10.25
(l)
10.26
(l)
10.27
(n)
10.28
(n)
10.29
(o)
31.1
31.1
31.2
31.2
32
32.0
101
The following materials from HomeTrust Bancshares' Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, formatted in Extensible Business Reporting Language (XBRL): (a) Consolidated Balance Sheets; (b) Consolidated Statements of Income; (c) Consolidated Statements of Comprehensive Income; (d) Consolidated Statements of Changes in Stockholders' Equity; (e) Consolidated Statements of Cash Flows; and (f) Notes to Consolidated Financial Statements.
101
(a)
Attached as Appendix A to the proxy statement/prospectus filed by HomeTrust Bancshares on November 2, 2016 pursuant to Rule 424(b) of the Securities Act of 1933.
(b)
Filed as an exhibit to HomeTrust Bancshares's Registration Statement on Form S-1 (File No. 333-178817) filed on December 29, 2011.
(c)
Filed as an exhibit to HomeTrust Bancshares's Current Report on Form 8-K filed on September 25, 2012 (File No. 001-35593).
(d)
Filed as an exhibit to HomeTrust Bancshares's Current Report on Form 8-K filed on January 29, 2014 (File No. 001-35593).
(e)
Filed as an exhibit to HomeTrust Bancshares's Current Report on Form 8-K filed on November 27, 2013 (File No. 001-35593).
(f)
Filed as an exhibit to HomeTrust Bancshares's Annual Report on Form 10-K for the fiscal year ended June 30, 2012 (File No. 001-35593).
(g)
Filed as an exhibit to Amendment No. One to HomeTrust Bancshares's Registration Statement on Form S-1 (File No. 333-178817) filed on March 9, 2012.
(h)
Attached as Appendix A to HomeTrust Bancshares's definitive proxy statement filed on December 5, 2012 (File No. 001-35593).
(i)
Filed as an exhibit to HomeTrust Bancshares's Registration Statement on Form S-8 (File No. 333-186666) filed on February 13, 2013.
(j)
Filed as an exhibit to HomeTrust Bancshares's Current Report on Form 8-K filed on June 3, 2014 (File No. 001-35593).
(k)
Filed as an exhibit to Jefferson Bancshares, Inc.'s Quarterly Report on Form 10-Q for the quarter ended December 31, 2008 (File No. 000-50347).
(l)
Filed as an exhibit to HomeTrust Bancshares's Annual Report on Form 10-K for the fiscal year ended June 30, 2014 (File No. 001-35593).
(m)
Filed as an exhibit to HomeTrust Bancshares's Current Report on Form 8-K filed on August 31, 2015 (File No. 001-35593)
(n)
Filed as an exhibit to HomeTrust Bancshares's Annual Report on Form 10-K for the fiscal year ended June 30, 2015 (File No. 001-35593).
(o)
Filed as an exhibit to HomeTrust Bancshares's Current Report on Form 8-K filed on January 29, 2016 (File No. 001-35593)


47
EXHIBIT 10.1

EXHIBIT212017SOCINCEN_IMAGE1.JPG








Strategic Operating Committee Incentive Program















Document Date: September 16, 2013
Approved by the HTBI Board of Directors: September 30, 2013
Reviewed by the Compensation Committee: August 25, 2015
Reviewed by the Compensation Committee: August 22, 2016
Reviewed by the Compensation Committee: August 25, 2017
Reviewed by the Compensation Committee: September 27, 2017




-1-

EXHIBIT 10.1

HomeTrust Strategic Operating Committee Incentive Program


Introduction
HomeTrust Bancshares, Inc. (“HomeTrust” or the “Bank”) is committed to rewarding senior executives for their contributions to the Bank’s success. The HomeTrust Bancshares, Inc. Strategic Operating Committee Incentive Program (the “Program”) is part of a total compensation package which includes base salary, annual incentives and benefits. The Program is designed to:
Focus executives on building a strong foundation for success and sustainability over the long term.
Recognize and reward achievement of the Bank’s annual business goals.
Focus executives’ attention on key business metrics.
Motivate and reward superior performance.
Attract and retain talent needed for the Bank’s success.
Be competitive with the market.
Encourage teamwork and collaboration.
Ensure incentives are appropriately risk-balanced.
Recognize the accomplishment of key business goals that are critical to long-term success of the organization that are less quantifiable and/or more subjective in nature by utilizing a discretionary component.
Effective Date, Program and Administrator
This Program (formerly called the HomeTrust Strategic Operating Committee Incentive Plan) became effective July 1, 2012, and was amended on September 23, 2013.
Awards of cash under the Program are issued pursuant to Section 8.1, Cash Awards, of the HomeTrust Bancshares, Inc. 2013 Omnibus Incentive Plan (the “Omnibus Plan”).
The Program Administrator is the Compensation Committee of the Board of Directors (the “Compensation Committee” or the “Committee"). The Program may be amended from time to time with the approval of the Board of Directors.
Participation and Eligibility
Each year, employees are selected for Program participation:
CEO participation is determined by the Compensation Committee.
The CEO recommends the other executive officers for approval by the Compensation Committee.
Other participants are added by CEO.
Participants are subject to meeting the following requirements:
New hires must be employed prior to April 1 st of the Program year to be eligible to participate in the Program for the performance period. Employees hired after that date must wait until the next fiscal year to be eligible for an award under the Program. Eligibility begins the first full month worked. Participants receive a pro-rated award using full months worked during the Program year.
Awards under the Program shall be limited to individuals employed on a full-time basis by HomeTrust on the date of payment, except in the case of disability, death, or retirement.

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EXHIBIT 10.1

Participants on a performance improvement plan or with an unsatisfactory performance rating at the time of payment or who have given notice of resignation at the time of payment are not eligible to receive an award.
Performance Period
The Program operates on a fiscal year schedule — July 1 st through June 30 th .
Incentive Award Opportunities
Each participant will have a specified target annual incentive award opportunity, expressed as a percentage of the participant’s base salary. Incentive award opportunities are based on the participant’s job duties and responsibilities and competitive practices.
Award Funding
A funding trigger is established for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, by the Committee pursuant to the Omnibus Plan utilizing one or more Qualifying Performance Measures (as defined in the Omnibus Plan) set forth in Section 9.2 of the Omnibus Plan. The incentive awards paid are then determined by the Committee using the performance goals selected for the Program Year. In other words, the funded amount is adjusted downwards to reflect actual performance.
Performance Goals and Award Levels
Program goals will be established using three performance levels:
Threshold – is the minimum level of performance in which the Bank would consider it reasonable to provide an award. If performance is below Threshold, the payout for that goal is zero. Performance at Threshold results in a payment equal to 50% of the participant’s targeted annual incentive award opportunity.
Target – is the level of performance that the Bank considers “good” performance. Goals at this level are challenging but considered reasonably obtainable. Performance at Target results in a payment equal to 100% of the participant’s targeted annual incentive award opportunity.
Stretch – is the level of performance the Bank considers outstanding performance. Goals at this level are challenging and considered a best case scenario. Performance at Stretch results in a payment equal to 150% of the participant’s targeted annual incentive award opportunity, which is the highest amount to be paid under the Program.
Performance between Threshold and Target and Target and Stretch are interpolated to provide for a range of payouts between 50% to 150% of a participant’s targeted annual incentive, based on incremental results between Threshold and Stretch performance.
Incentive Program Performance Measures and Weights
The Program uses a balanced scorecard with performance measures weighted between Corporate and Team/Individual goals. All Corporate goals, weightings and Team/Individual goals for the CEO and Executive Officers are presented to the Compensation Committee for review and approval. Team/Individual goals for other Program participants are approved by the CEO.
The following schedules are attached to this Program document. Schedules A and B are approved by the Compensation Committee prior to the beginning of each performance period:
Schedule A: Award Percentages and Performance Measures Weightings
Schedule B: Bank Goals, Weightings and Definitions
Schedule C: Example Payout Calculation

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EXHIBIT 10.1

Program Discretion
The Program has a portion of the Corporate and Team/Individual and goals based on discretion that allows the Compensation Committee and/or the CEO, as appropriate, to modify the final award based on a subjective assessment of performance and contributions to the Bank’s success.
Award Distributions
At the end of the fiscal year, performance is measured and awards amounts are calculated. Awards are paid in cash (generally) within two and one half months following the end of the fiscal year or as soon as practical after approval of the award payout by the Committee.
Awards are paid out as a percentage of a participant’s annual base earnings as of June 30 th . Base earnings are defined as the base salary in effect on June 30 th and excludes referral fees, commissions and any other previously-paid performance compensation.
Payments under this Program are considered taxable income to participants in the year paid and will be subject to tax withholding.
Risk Mitigation
HomeTrust seeks to appropriately balance risk with financial rewards in the Program design and implementation. The compensation arrangements in this Program are designed to be sufficient to incent participants to achieve approved strategic and tactical goals while at the same time not be excessive or lead to material financial loss to the Bank.
Awards may be reduced or eliminated for credit quality and/or regulatory action. Unless the Compensation Committee deems otherwise, awards will not be paid, regardless of Corporate or Team/Individual performance, if 1) any regulatory agency issues a formal, written enforcement action, memorandum of understanding or other negative directive action where the Committee considers it imprudent to provide awards under this Program, and/or 2) after a review of the Company’s credit quality measures the Committee considers it imprudent to provide awards under this Program.
Coordination with Other Incentives
The Program does not inhibit the Bank from approving Program participants for inclusion in other Bank plans, bonuses, commissions and/or incentive compensation arrangements. The Board of Directors or the Committee may make discretionary bonuses to participants regardless of their participation in this Program.
Please see “Terms and Conditions” for further details on the Program provisions.
Terms and Conditions
The information represented below is subject to change and does not constitute a binding agreement.
Definition of “Program”
“Program” refers to the HomeTrust Bancshares, Inc. Strategic Operating Committee Incentive Program.

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EXHIBIT 10.1


Definition of the “Bank”
For the purposes of this Program, the “Bank” refers to HomeTrust Bancshares, Inc. and HomeTrust Bank, collectively.
Definition of “Board of Directors
For the purposes of this Program, “Board of Directors” refers to the boards of directors of HomeTrust Bancshares, Inc. and HomeTrust Bank, collectively.
Effective Date
This Program became effective July 1, 2012, and was amended on September 23, 2013. The Program may be amended from time to time with the approval of the Board of Directors.
Performance Period/Program Year
The performance period is July 1 st through June 30 th and may be referred to in this document as the Program year.
Program Administration
The Program is authorized by the Board of Directors. Each of the Board and the Compensation Committee has the authority to make or nullify any rules and procedures, as necessary, for proper administration of the Program.
The Program will be reviewed annually by the Compensation Committee to ensure proper alignment with the Bank’s business objectives.
The Compensation Committee will approve all final award distributions paid to Program participants. Any determination by the Compensation Committee will be final and binding.
Program Changes or Discontinuance
The Bank has developed the Program on the basis of existing business, market and economic conditions; current services; and staff assignments. If substantial changes occur that affect these conditions, services, assignments, or forecasts, the Bank may add to, amend, modify or discontinue any of the terms or conditions of the Program at any time. Examples of substantial changes may include mergers, dispositions or other corporate transactions, changes in laws or accounting principles or other events that would in the absence of some adjustment, frustrate the intended operation of this arrangement.
The Board of Directors may, at its sole discretion, waive, change or amend any of the Program as it deems appropriate.
Program Interpretation
If there is any ambiguity as to the meaning of any terms or provisions of this Program or any questions as to the correct interpretation of any information contained therein, the Bank's interpretation expressed by the Board of Directors or the Committee will be final and binding. In the event of any conflict in interpretations by the Board of Directors and the Committee, the Board of Directors’ interpretation shall control.
Participation
CEO participation is determined by the Compensation Committee. Executive officers are recommended by CEO and approved by the Compensation Committee for final approval by the Board of Directors. Other employees may participate upon approval of the CEO.

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EXHIBIT 10.1

New employees must be employed by April 1 st of the performance period (July 1 – June 30) to be considered for participation in a given Program year.
Award Determinations
Program participants are eligible for a distribution under the Program only upon attainment of certain performance objectives defined under the Program and after the approval of the award by the Compensation Committee.
Performance at Threshold, Target and Stretch are interpolated to encourage and reward incremental performance improvement.
Award Distributions
Awards are paid in cash (generally) within two and one half months following the end of the fiscal year or as soon as practical after approval of the award payout by the Compensation Committee.
Awards are paid out as a percentage of a participant’s annual base earnings as of June 30th. Base earnings are defined as base salary in effect as of June 30 th and excludes referral fees, commissions and any other previously-paid performance compensation.
Incentive awards are considered taxable income to participants in the year paid and will be subject to tax withholding.
New Hires, Reduced Work Schedules, Promotions, and Transfers
New hires that meet the eligibility criteria and are hired prior to April 1 st of the Program year receive a pro-rated award based on the number of full months worked during the Program year. New hires employed by the Bank on or after April 1 st are not eligible to receive an award for the current Program year.
Participants that are promoted or change roles where the participant becomes eligible or ineligible for an award or experience a change in incentive opportunity will receive a pro-rated award based on their status and the effective date of the promotion or role change. Award amounts will be calculated using the participant’s base earnings and the incentive target for the applicable period. Base earnings refers to the base salary in effect on June 30 th and excludes referral fees, commissions and any other previously-paid performance compensation.
Participants that have an approved leave of absence are eligible to receive a pro-rated award calculated using their time in active status as permitted by the Family Medical Leave Act or other applicable state and federal laws and regulations.
Termination of Employment
To encourage employee retention, a participant must be an active employee of the Bank on the date the incentive award is paid to receive an award (please see exceptions for death, disability and retirement below.) Participants who terminate employment during the Program year will not be eligible to receive an award. Participants who have given notice of resignation during the Program year and before payout are not eligible to receive an award.
Death, Disability or Retirement
If a participant ceases to be employed by the Bank due to disability, his/her cash incentive award for the Program year will be pro-rated to the date of termination.
In the event of death, the Bank will pay to the participant’s estate the pro rata portion of the cash award that had been earned by the participant during his/her period of employment. 

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EXHIBIT 10.1

Individuals who retire are eligible to receive a cash incentive payout if they are actively employed through March 31 st of the performance period.
Clawback
In the event that the Bank is required to prepare an accounting restatement due to the material noncompliance of the Bank with any financial reporting requirement under the securities laws, the Participants shall, unless otherwise determined in the sole discretion of the Committee, reimburse the Bank upon receipt of written notification for any excess incentive payment amounts paid under the Program calculation(s) which were based on financial results required to be restated. In calculating the excess amount, the Committee shall compare the calculation of the incentive payment based on the relevant results reflected in the restated financials compared to the same results reflected in the original financials that were required to be restated. Participants may write a check payable to the Bank for amounts equal to the written notification. In its discretion, the Compensation Committee has the right to adjust compensation and/or modify a Participant’s future incentive payments as it deems necessary.
Ethics Statement
The altering, inflating, and/or inappropriate manipulation of performance/financial results or any other infraction of recognized ethical business standards will subject the employee to disciplinary action up to and including termination of employment. In addition, any incentive compensation as provided by this Program to which the employee would otherwise be entitled will be revoked or, if paid, be obligated to repay any incentive award earned during the award period in which the wrongful conduct occurred regardless of employment status.
Miscellaneous
Any participant awards shall not be subject to assignment, pledge or other disposition, nor shall such amounts be subject to garnishment, attachment, transfer by operation of law, or any legal process.
Participation in the Program does not confer rights to participation in other Bank programs, including annual or long-term incentive programs, non-qualified retirement or deferred compensation programs or other executive perquisite programs.
The Program will not be deemed to give any participant the right to be retained in the employ of the Bank, nor will the Program interfere with the right of the Bank to discharge any participant at any time for any reason.
In the absence of an authorized, written employment contract, the relationship between employees and the Bank is one of at-will employment. The Program does not alter the relationship.
This Program and the transactions and payments hereunder shall, in all respect, be governed by, and construed and enforced in accordance with the laws of the state in which the participant is employed.
Each provision in this Program is severable, and if any provision is held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not, in any way, be affected or impaired thereby.
This Program is proprietary and confidential to HomeTrust Bancshares, Inc. and its employees and should not be shared outside the organization other than as required by executive compensation reporting and disclosure requirements.


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EXHIBIT 10.1

Schedule A: 2018 Award Percentages and Performance Measures Weighting
Participant
 
Title
 
Target %
 
Corporate
Weighting
 
Unit/Func
Weighting
Dana Stonestreet
 
CEO
 
55%
 
80%
 
20%
Tony VunCannon
 
CFO
 
30%
 
70%
 
30%
Hunter Westbrook
 
CBO
 
40%
 
70%
 
30%
Howard Sellinger
 
CIO
 
30%
 
70%
 
30%
Keith Houghton
 
CCO
 
30%
 
70%
 
30%
Parrish Little
 
CRO
 
30%
 
70%
 
30%













    

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EXHIBIT 10.1

Schedule B: Bank Goals, Weightings and Definitions
Performance
Measure
 
CEO
 
SOC
Net Income
 
50%
 
40%
 
 
 
 
 
Efficiency Ratio
 
15%
 
15%
 
 
 
 
 
Total Loans (Excluding Purchased HELOCs)
 
15%
 
15%
 
 
 
 
 
Functional Team
 
20%
 
30%
 
 
 
 
 
 
 
100%
 
100%
The Compensation Committee may reduce the amount of incentive payments at their discretion based on the level of nonperforming loans and OREO.


Note: Payouts for performance between Threshold and Target and Target and Stretch will be calculated using straight line interpolation.






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EXHIBIT 10.1

Schedule C: Example Payout Calculation
2018 POTENTIAL BASED ON TARGET
 
Performance Goals
 
 
Performance Measures
Incentive
 
Threshold
Target
Stretch
Actual
 
 
at Target
Weight
50%
100%
150%
Performance
Payout
 
 
 
 
 
 
 
 
Corporate
 
 
 
 
 
 
 
Net Income
$
24,000

40%
 
 
 
Target
$
24,000

Efficiency Ratio
$
9,000

15%
TBD
TBD
TBD
Target
$
9,000

Total Loans
$
9,000

15%
TBD
TBD
TBD
Target
$
9,000

 
 
 
 
 
 
 
 
Corporate Goal Achievement
$
42,000

70%
 
 
 
 
$
42,000

 
 
 
 
 
 
 
 
Unit/Function
 
 
 
 
 
 
 
Goal 1
$
9,000

15%
Goal One
 
$
9,000

Goal 2
$
9,000

15%
Goal Two
 
$
9,000

 
 
 
 
 
 
 
 
Team/Individual Achievement
$
18,000

30%
 
 
 
 
$
18,000

 
 
 
 
 
 
 
 
Grand Total
$
60,000

100%
 
 
 
 
$
60,000

The Committee may modify downward the corporate performance component for credit quality.

-10-


Exhibit 31.1
RULE 13a-14(a) CERTIFICATION
I, Dana L. Stonestreet, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of HomeTrust Bancshares, Inc. (the "Company");
2.
Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4.
The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:
(a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluations; and
(d)
disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and
5.
The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):
(a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and
(b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.
November 9, 2017
By:
/s/ Dana L. Stonestreet
 
 
Dana L. Stonestreet
 
 
Chairman, President, and CEO




Exhibit 31.2
RULE 13a-14(a) CERTIFICATION
I, Tony J. VunCannon, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of HomeTrust Bancshares, Inc. (the "Company");
2.
Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4.
The Company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:
(a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluations; and
(d)
disclosed in this report any change in the Company's internal control over financial reporting that occurred during the Company's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and
5.
The Company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):
(a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and
(b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.
November 9, 2017
By:
/s/ Tony J. VunCannon
 
 
Tony J. VunCannon
 
 
Executive Vice President, CFO, and Treasurer




Exhibit 32
SECTION 1350 CERTIFICATION
Each of the undersigned hereby certifies in his capacity as an officer of HomeTrust Bancshares, Inc. (the "Company") that the Quarterly Report of the Company on Form 10-Q for the period ended September 30, 2017 , fully complies with the requirements of Section 13(a) of the Securities and Exchange Act of 1934, as amended, and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and periods presented in the financial statements included in such report.
November 9, 2017
By:
/s/ Dana L. Stonestreet              
 
 
Dana L. Stonestreet
 
 
Chairman, President, and CEO
 
 
 
 
 
 
November 9, 2017
By:
/s/ Tony J. VunCannon
 
 
Tony J. VunCannon
 
 
Executive Vice President, CFO, and Treasurer