UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) |
September 15, 2015 |
Home Bancorp, Inc. |
(Exact name of registrant as specified in its charter) |
|
Louisiana |
1-34190 |
71-1051785 |
(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
of incorporation) |
Identification No.) |
503 Kaliste Saloom Road, Lafayette, Louisiana |
70508 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code |
(337) 237-1960 |
Not Applicable |
(Former name or former address, if changed since last report) |
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2 below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
On September 16, 2015,
Home Bancorp, Inc. (the “Company”) filed a Current Report on Form 8-K, dated as of September 15, 2015, to report
under Item 2.01 thereof that it had completed its acquisition of Louisiana Bancorp, Inc. (“Louisiana Bancorp”) and
Louisiana Bancorp’s wholly-owned subsidiary, Bank of New Orleans (“BNO”), as contemplated by the Agreement and
Plan of Merger, dated as of June 18, 2015, by and between the Company and Louisiana Bancorp (the “Merger Agreement”). In
response to Item 9.01(a) and (b) of such Form 8-K, the Company stated that it would file the required financial statements of the
business acquired and pro forma financial information by amendment. This Form 8-K/A is being filed to provide the required
financial statements and pro forma financial information.
Item 9.01 Financial Statements and Exhibits
| (a) | Financial statements of businesses acquired. |
| (i) | The audited consolidated balance sheets of Louisiana Bancorp as of December 31, 2014 and 2013,
and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for
each of the three years in the period ended December 31, 2014, and the related notes and report of independent auditors thereto,
are included as Exhibit 99.2 and incorporated by reference herein. |
| (ii) | The unaudited consolidated statements of financial condition of Louisiana Bancorp as of June 30,
2015, the unaudited consolidated statements of income for the six months ended June 30, 2015 and 2014, the unaudited consolidated
statements of changes in stockholders’ equity for the six months ended June 30, 2015 and 2014 and the unaudited consolidated
statements of cash flows for the six months ended June 30, 2015 and 2014, and the related notes thereto, are included as Exhibit
99.3 and incorporated by reference herein. |
| (b) | Pro forma financial information. |
The unaudited pro forma
combined condensed consolidated statement of condition as of June 30, 2015 and the unaudited pro forma combined condensed consolidated
statements of operations for the six months ended June 30, 2015 and the year ended December 31, 2014 required by this item are
incorporated herein by reference to Exhibit 99.4.
| (c) | Shell Company Transactions. Not Applicable |
Exhibit No. |
|
Description |
|
|
|
2.1 |
|
Agreement and Plan of Merger dated as of June 18, 2015, between Home Bancorp, Inc. and Louisiana Bancorp, Inc. (Incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Home Bancorp, Inc., dated as of June 18, 2015 and filed with the SEC on June 19, 2015 (SEC File No. 001-34190)) |
|
|
|
23.1 |
|
Consent of LaPorte, APAC |
|
|
|
99.1 |
|
Press release dated September 15, 2015 (Incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed by Home Bancorp, Inc., dated as of September 15, 2015 and filed with the SEC on September 15, 2015 (SEC File No. 001-34190)) |
|
|
|
99.2 |
|
Audited Consolidated Financial Statements of Louisiana Bancorp, Inc. (incorporated by reference from the Annual Report on Form 10-K of Louisiana Bancorp, Inc. for the year ended December 31, 2014 (Commission File No. 001-33573)) |
|
|
|
99.3 |
|
Unaudited Consolidated Financial Statements of Louisiana Bancorp, Inc. (incorporated by reference from the Quarterly Report on Form 10-Q of Louisiana Bancorp, Inc. for the quarter ended June 30, 2015 (Commission File No. 001-33573)) |
|
|
|
99.4 |
|
Unaudited pro forma combined condensed consolidated financial statements |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
|
|
HOME BANCORP, INC. |
|
|
|
Date: November 24, 2015 |
By: |
/s/ Joseph B. Zanco |
|
|
Joseph B. Zanco |
|
|
Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. |
|
Description |
|
|
|
2.1 |
|
Agreement and Plan of Merger dated as of June 18, 2015, between Home Bancorp, Inc. and Louisiana Bancorp, Inc. (Incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Home Bancorp, Inc., dated as of June 18, 2015 and filed with the SEC on June 19, 2015 (SEC File No. 001-34190)) |
|
|
|
23.1 |
|
Consent of LaPorte, APAC |
|
|
|
99.1 |
|
Press release dated September 15, 2015 (Incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed by Home Bancorp, Inc., dated as of September 15, 2015 and filed with the SEC on September 15, 2015 (SEC File No. 001-34190)) |
|
|
|
99.2 |
|
Audited Consolidated Financial Statements of Louisiana Bancorp, Inc. (incorporated by reference from the Annual Report on Form 10-K of Louisiana Bancorp, Inc. for the year ended December 31, 2014 (Commission File No. 001-33573)) |
|
|
|
99.3 |
|
Unaudited Consolidated Financial Statements of Louisiana Bancorp, Inc. (incorporated by reference from the Quarterly Report on Form 10-Q of Louisiana Bancorp, Inc. for the quarter ended June 30, 2015 (Commission File No. 001-33573)) |
|
|
|
99.4 |
|
Unaudited pro forma combined condensed consolidated financial statements |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
We hereby consent to
the incorporation by reference in the Registration Statements (File No. 333-203835, File No. 333-160155 and File No. 333-153805)
on Form S-8 of Home Bancorp, Inc. of our report, dated November 23, 2015 relating to the consolidated financial statements of Louisiana
Bancorp, Inc. and Subsidiaries, which are incorporated by reference into the Current Report on Form 8-K/A (Amendment No. 1) of
Home Bancorp, Inc., dated as of September 15, 2015.
/s/ LaPorte, APAC
Metairie, Louisiana
November 24, 2015
Exhibit 99.4
Introductory Note to Unaudited Pro Forma Combined Condensed
Consolidated Financial Statements
The following unaudited
pro forma combined condensed consolidated statements of financial condition at June 30, 2015 and the unaudited pro forma combined
condensed consolidated statements of income for the year ended December 31, 2014 and the six months ended June 30, 2015 give effect
to the acquisition of Louisiana Bancorp, Inc. (“Louisiana Bancorp”) by Home Bancorp, Inc. (the “Company”)
which was completed on September 15, 2015 (the “Merger”). The unaudited pro forma combined condensed financial
information is set forth as if the Merger was completed on June 30, 2015 with respect to financial condition data and on January
1, 2014 and January 1, 2015, respectively, with respect to operations data.
The unaudited pro forma
combined condensed consolidated financial statements give effect to the Merger as a business combination under U.S. generally accepted
accounting principles (“GAAP”). Accordingly, all assets and liabilities were recorded at fair value. The
fair value calculation for loans included adjustments for credit losses on loans; therefore, no allowance for loan losses was carried
over.
While the recording
of the acquired loans at their estimated fair value will impact the prospective determination of the provision for loan losses
and the allowance for loan losses, for purposes of the unaudited pro forma combined condensed consolidated statement of income
for the year ended December 31, 2014 and six months ended June 30, 2015, we assumed no adjustments to the historic amount of Louisiana
Bancorp’s losses. If such an adjustment were estimated, there could be a change in the historic amounts of Louisiana Bancorp’s
losses presented.
The pro forma financial
information includes estimated adjustments to record assets and liabilities of Louisiana Bancorp at their respective fair values
and represents the Company’s estimates based on available information. Any differences between the purchase price for Louisiana
Bancorp and the fair value of the identifiable net assets acquired have been recorded as goodwill. The goodwill resulting from
the acquisition will not be amortized to expense, but instead will be reviewed for impairment at least annually and to the extent
goodwill is impaired, its carrying value will be written down to its implied fair value and a charge will be made to earnings.
Core deposit and other intangibles with definite useful lives recorded by the Company in connection with the acquisition will be
amortized to expense over their estimated useful lives.
The pro forma adjustments
included herein are subject to change as additional information becomes available and additional analyses are performed. The final
allocation of the purchase price will be determined after we complete further analyses under GAAP with respect to the fair value
of Louisiana Bancorp’s tangible and identifiable intangible assets and liabilities as of the date the Merger was completed.
Increases or decreases in the estimated fair values of the net assets as compared with the information shown in the unaudited pro
forma combined condensed consolidated financial information may change the amount of the purchase price allocated to goodwill and
other assets and liabilities and may impact the Company’s statement of income due to adjustments in yield and/or amortization
of the adjusted assets or liabilities. The final adjustments may be materially different from the unaudited pro forma adjustments
presented herein.
The Company anticipates
that the Merger will provide the combined company with the ability to better serve its customers, reach new customers and reduce
operating expenses. In addition, certain subjective estimates have been utilized in determining the pro forma adjustments applied
to the historical results of operations of Louisiana Bancorp. The pro forma information, while helpful in illustrating the financial
characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings or
opportunities to earn additional revenue and, accordingly, does not attempt to predict or suggest future results. It also does
not necessarily reflect what the historical results of the combined company would have been had our companies been combined during
these periods.
The unaudited pro forma
combined condensed consolidated financial information has been derived from, and should be read in conjunction with, the historical
consolidated financial statements and related notes of the Company and Louisiana Bancorp.
The unaudited pro
forma shareholders’ equity and net income are qualified by the statements set forth under this caption and should not be
considered indicative of the market value of the Company’s common stock or the actual or future results of operations of
the Company for any period. Actual results may be materially different than the pro forma information presented herein.
HOME BANCORP INC. AND SUBSIDIARY
Unaudited Pro Forma Combined Condensed
Consolidated Statement of Condition
| |
At June 30, 2015 | |
| |
Home | | |
Louisiana | | |
Pro Forma | | |
| |
| |
Bancorp | | |
Bancorp | | |
Acquisition | | |
Combined | |
| |
Historical | | |
Historical | | |
Adjustments | | |
Pro
Forma(1) | |
Assets | |
| | | |
| | | |
| | | |
| | |
Cash and cash equivalents | |
$ | 35,753,762 | | |
$ | 11,197,703 | | |
$ | (20,566 | )(2) | |
$ | 46,930,899 | |
Investment securities | |
| 192,567,963 | | |
| 37,913,645 | | |
| 577,865 | (3) | |
| 231,059,473 | |
Loans receivable, net | |
| 913,782,574 | | |
| 288,352,726 | | |
| (1,554,027 | )(4) | |
| 1,200,581,273 | |
Goodwill | |
| 899,100 | | |
| - | | |
| 10,668,289 | (5) | |
| 11,567,389 | |
Office properties and equipment, net | |
| 36,623,001 | | |
| 3,245,247 | | |
| 3,506,222 | (6) | |
| 43,374,470 | |
Cash surrender value of bank-owned life insurance | |
| 19,419,577 | | |
| - | | |
| - | | |
| 19,419,577 | |
Other assets | |
| 35,760,656 | | |
| 7,374,299 | | |
| 2,106,108 | (7) | |
| 45,241,063 | |
Total assets | |
$ | 1,234,806,633 | | |
$ | 348,083,620 | | |
$ | 15,283,891 | | |
$ | 1,598,174,144 | |
| |
| | | |
| | | |
| | | |
| | |
Liabilities | |
| | | |
| | | |
| | | |
| | |
Deposits | |
$ | 1,030,971,854 | | |
$ | 204,159,727 | | |
$ | 37,384 | (8) | |
$ | 1,235,168,965 | |
Borrowings | |
| 19,000,000 | | |
| 77,927,690 | | |
| 70,202,792 | (9) | |
| 167,130,482 | |
Securities sold under repurchase agreements | |
| 20,036,906 | | |
| - | | |
| - | | |
| 20,036,906 | |
Other liabilities | |
| 5,895,559 | | |
| 6,761,576 | | |
| 624,334 | (10) | |
| 13,281,469 | |
Total liabilities | |
| 1,075,904,319 | | |
| 288,848,993 | | |
| 70,864,510 | | |
| 1,435,617,822 | |
Shareholders' Equity | |
| 158,902,314 | | |
| 59,234,627 | | |
| (55,580,619 | ) | |
| 162,556,322 | |
Total liabilities and shareholders' equity | |
$ | 1,234,806,633 | | |
$ | 348,083,620 | | |
$ | 15,283,891 | | |
$ | 1,598,174,144 | |
| (1) | Assumes the acquisition of Louisiana Bancorp was completed
on June 30, 2015. Historical information is derived from each company's unaudited financial statements. |
| (2) | Represents the aggregate cash consideration paid in the
transaction of $24.25 per outstanding share of Louisiana Bancorp net of $70.0 million in borrowings related to the acquisition
funding. |
| (3) | The adjustment represents the market value adjustments
on Louisiana Bancorp's investments based on their market values. |
| (4) | The adjustment represents the elimination of Louisiana
Bancorp's allowance for loan losses and the fair value adjustment of Louisiana Bancorp’s loans to their estimated fair value
based on expected cash flows and includes an estimation of expected future loan losses. |
| (5) | The adjustment represents consideration paid in excess
of the fair value of assets acquired less liabilities assumed. |
The following table provides the calculation of the purchase
price used in the pro forma financial statements:
Allocation of purchase price: | |
| | |
Common stock (2,887,446 shares at $24.25 per share) | |
$ | 70,020,566 | |
Net assets acquired (book value) | |
| (55,580,619 | ) |
Purchase price less book value | |
| 14,439,947 | |
| |
| | |
Allocated to: | |
| | |
Investment securities | |
$ | 577,865 | |
Core deposit intangible | |
| 1,500,000 | |
Loans | |
| (1,554,027 | ) |
Office properties and equipment, net | |
| 3,506,222 | |
Other real estate owned | |
| (14,000 | ) |
Other assets | |
| (1,410,785 | ) |
Deferred income tax asset | |
| 2,030,893 | |
Deposits | |
| (37,384 | ) |
Borrowings (Federal Home Loan Bank advances) | |
| (202,792 | ) |
Louisiana Bancorp liabilities accrued after closing | |
| (624,334 | ) |
Total allocations | |
| 3,771,658 | |
Purchase price less allocation to identifiable assets and liabilities (goodwill) | |
$ | 10,668,289 | |
| (6) | The adjustment represents the fair value adjustment of
Louisiana Bancorp's office properties and equipment. |
| (7) | The adjustment represents the core deposit intangible
related to acquired deposits, the recognition of a deferred income tax asset associated with fair value adjustments and other
asset adjustments. The core deposit intangible was recorded as an identifiable intangible asset, and the related amortization
adjustment was based upon an expected life of 15 years using a sum-of-the-years-digits method. |
| (8) | The adjustment represents the fair value of certificates
of deposit acquired based on current interest rates for similar instruments. The adjustment will be recognized using a level yield
amortization method based on maturities of the deposit liabilities. |
| (9) | The adjustment represents the fair value of FHLB borrowings
acquired at various terms and maturities related to the acquisition. The adjustment will be recognized using a level yield amortization
method based on maturities of the borrowings. Also, included in the adjustment is $70.0 borrowing related to the acquisition. |
| (10) | The adjustment represents the accrual of Louisiana Bancorp's
expenses not accrued at closing. |
HOME BANCORP INC. AND SUBSIDIARY
Unaudited Pro Forma Combined Condensed
Consolidated Statements of Income
| |
For the Six Months Ended
June 30, 2015 | |
| |
Home | | |
Louisiana | | |
Pro Forma | | |
| |
| |
Bancorp | | |
Bancorp | | |
Acquisition | | |
Combined | |
| |
Historical | | |
Historical | | |
Adjustments | | |
Pro
Forma(1) | |
| |
| | |
| | |
| | |
| |
Interest income | |
$ | 26,892,856 | | |
$ | 6,504,009 | | |
$ | (183,265 | )(2) | |
$ | 33,213,600 | |
Interest expense | |
| 1,635,892 | | |
| 1,100,491 | | |
| (188,816 | )(3) | |
| 2,547,568 | |
Net interest income | |
| 25,256,964 | | |
| 5,403,518 | | |
| 5,551 | | |
| 30,666,033 | |
Provision for loan losses | |
| 832,625 | | |
| 116,913 | | |
| - | | |
| 949,538 | |
Net interest income after provision for loan losses | |
| 24,424,339 | | |
| 5,286,605 | | |
| 5,551 | | |
| 29,716,495 | |
Noninterest income | |
| 4,117,504 | | |
| 985,187 | | |
| - | | |
| 5,102,691 | |
Noninterest expense | |
| 19,947,414 | | |
| 4,434,411 | | |
| 98,066 | (4) | |
| 24,479,891 | |
Income taxes | |
| 2,906,828 | | |
| 616,096 | | |
| (32,380 | )(5) | |
| 3,490,544 | |
Net income | |
$ | 5,687,601 | | |
$ | 1,221,285 | | |
$ | (60,136 | ) | |
$ | 6,848,751 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted average common shares outstanding | |
| | | |
| | | |
| | | |
| | |
Basic | |
| 6,664,148 | | |
| 2,561,049 | | |
| | | |
| 6,664,148 | |
Diluted | |
| 6,968,296 | | |
| 2,707,471 | | |
| | | |
| 6,968,296 | |
Earnings per share: | |
| | | |
| | | |
| | | |
| | |
Basic | |
$ | 0.85 | | |
$ | 0.48 | | |
$ | - | | |
$ | 1.03 | |
Diluted | |
$ | 0.82 | | |
$ | 0.45 | | |
$ | - | | |
$ | 0.98 | |
| |
For
the Year Ended December 31, 2014 | |
| |
Home | | |
Louisiana | | |
Pro Forma | | |
| |
| |
Bancorp | | |
Bancorp | | |
Acquisition | | |
Combined | |
| |
Historical | | |
Historical | | |
Adjustments | | |
Pro
Forma(1) | |
| |
| | |
| | |
| | |
| |
Interest income | |
$ | 54,322,561 | | |
$ | 12,668,785 | | |
$ | (395,558 | )(2) | |
$ | 66,595,788 | |
Interest expense | |
| 3,283,419 | | |
| 2,529,004 | | |
| (293,242 | )(3) | |
| 5,519,181 | |
Net interest income | |
| 51,039,142 | | |
| 10,139,781 | | |
| (102,316 | ) | |
| 61,076,607 | |
Provision for loan losses | |
| 2,364,358 | | |
| 188,482 | | |
| - | | |
| 2,552,840 | |
Net interest income after provision for loan losses | |
| 48,674,784 | | |
| 9,951,299 | | |
| (102,316 | ) | |
| 58,523,767 | |
Noninterest income | |
| 8,174,778 | | |
| 2,050,048 | | |
| - | | |
| 10,224,826 | |
Noninterest expense | |
| 41,771,592 | | |
| 7,736,878 | | |
| 192,818 | (4) |
| | 49,701,288 |
Income taxes | |
| 5,206,383 | | |
| 1,447,409 | | |
| (103,297 | )(5) | |
| 6,550,495 | |
Net income | |
$ | 9,871,587 | | |
$ | 2,817,060 | | |
$ | (191,837 | ) | |
$ | 12,496,810 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted average common shares outstanding | |
| | | |
| | | |
| | | |
| | |
Basic | |
| 6,552,413 | | |
| 2,466,843 | | |
| | | |
| 6,552,413 | |
Diluted | |
| 6,932,746 | | |
| 2,640,585 | | |
| | | |
| 6,932,746 | |
Earnings per share: | |
| | | |
| | | |
| | | |
| | |
Basic | |
$ | 1.51 | | |
$ | 1.14 | | |
$ | - | | |
$ | 1.91 | |
Diluted | |
$ | 1.42 | | |
$ | 1.06 | | |
$ | - | | |
$ | 1.80 | |
| (1) | Assumes the acquisition of Louisiana Bancorp was completed
on January 1, 2014 for the pro forma statement of operations for the year ended December 31, 2014 and completed on January
1, 2015 for the pro forma statement of operations for the six months ended June 30, 2015. Historical information is derived
from each company's audited financial statements as filed in the Form 10-K or compiled unaudited financial statements, respectively,
where applicable. |
| (2) | The adjustment represents accretion and amortization
of the fair value adjustments to loans utilizing the interest method over their estimated lives. |
| (3) | The adjustment represents accretion and amortization
of the fair value adjustments to deposits and borrowings utilizing the interest method over the estimated lives of the interest-bearing
liabilities. |
| (4) | The adjustment represents amortization of the core
deposit intangible. |
| (5) | The adjustment reflects the tax effect of the pro
forma accretion and amortization of the fair value adjustments at an effective income tax rate of 35%. |
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