UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)

x Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended: December 31, 2018

or

¨ Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the transition period from ______ to ______

 

Commission File Number: 001-34190

 

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

HOME BANK PROFIT SHARING 401(k) PLAN

 

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

HOME BANCORP, INC.

503 Kaliste Saloom Road

Lafayette, Louisiana 70508

 

 

 

 

 

 

FORM 11-K – HOME BANK PROFIT SHARING 401(k) PLAN

 

TABLE OF CONTENTS

 

 

Page

   
Report of Independent Registered Public Accounting Firm 1
Financial Statements:  
Statements of Net Assets Available for Benefits 3
Statement of Changes in Net Assets Available for Benefits 4
Notes to Financial Statements 5
Supplemental Schedule:  
Schedule of Assets (Held at End of Year) 10
Signatures 11
Exhibit:  
Exhibit 23 – Consent of Independent Registered Public Accounting Firm 12

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Trustees, Plan Administrator, and Plan Participants of

Home Bank Profit Sharing 401(k) Plan

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of net assets available for benefits of Home Bank Profit Sharing 401(k) Plan (the Plan) as of December 31, 2018 and 2017, the related statement of changes in net assets available for benefits for the year ended December 31, 2018, and the related notes to the financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2018 and 2017, and the changes in net assets available for benefits for the year ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Report on Supplemental Information

 

The supplemental information in the accompanying Supplemental Schedule of Assets (Held as of End of Year), has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but includes supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule is fairly stated in all material respects in relation to the financial statements as a whole.

 

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  /s/ Porter Keadle Moore, LLC

 

We have served as the Plan’s auditor since 2014.

 

Atlanta, Georgia  
June 25, 2019  

 

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HOME BANK PROFIT SHARING 401(k) PLAN

Statements of Net Assets Available for Benefits

 

    December 31,  
    2018     2017  
Assets                
Investments, at fair value   $ 23,604,419     $ 24,449,227  
Investments, at contract value     1,398,092       1,325,271  
Notes receivable from participants     516,822       377,814  
                 
Net assets available for benefits   $ 25,519,333     $ 26,152,312  

 

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

 

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HOME BANK PROFIT SHARING 401(k) PLAN

Statement of Changes in Net Assets Available for Benefits

 

    Year Ended  
    December 31, 2018  
Additions:        
Contributions:        
Employer   $ 866,916  
Participants     1,727,873  
Rollover     1,041,064  
Total contributions     3,635,853  
         
Interest income on notes receivable from participants     29,201  
Dividends on registered investment company shares     228,708  
Total investment income     257,909  
Total additions     3,893,762  
         
Deductions:        
Net decrease in fair value of investments     2,979,313  
Benefits paid to participants     1,483,471  
Administrative expenses     63,957  
Total deductions     4,526,741  
         
Net decrease in net assets available for benefits     (632,979 )
         
Net assets available for benefits:        
Beginning of year     26,152,312  
End of year   $ 25,519,333  

 

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

 

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HOME BANK PROFIT SHARING 401(k) PLAN

Notes to Financial Statements

 

1. Plan Description

 

General

 

The following description of the Home Bank Profit Sharing 401(k) Plan (the “Plan”) provides only general information.  Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.

 

The Plan is a defined contribution plan covering all employees who are at least 21 years old and who have three months of service with Home Bank (the “Bank”), the sponsor of the Plan and wholly-owned subsidiary of Home Bancorp, Inc. The Plan is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

 

Contributions

 

Eligible participants may elect to contribute, on a pre-tax basis, from 1% to 75% of their compensation, as defined in the Plan document, subject to certain limitations. Effective January 1, 2017, the Plan was amended to provide for automatic enrollment contributions for eligible participants of 6% of their compensation, unless the eligible employee affirmatively elects otherwise, and the deferral percentage will be increased annually by 1% limited to 8% unless the eligible participant affirmatively elects otherwise.  The Bank may make a discretionary profit sharing contribution as determined each year.   Effective January 1, 2017, the Plan was amended to make safe harbor matching contributions equal to 100% of employee deferral contributions that are not over 2% of compensation, plus 50% of the employee deferral contributions that are over 2% of compensation but are not over 6% of compensation. No profit sharing contributions were made for the years ended December 31, 2018 and 2017. Participants age 50 or older may also make catch-up contributions up to limits specified under the Internal Revenue Code (“IRC”), but such contributions are not taken into account for purposes of determining the Bank’s matching contribution.  

 

Vesting

 

Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the employer’s matching, other than safe harbor matching contributions, and discretionary contribution portions of their accounts plus actual earnings thereon is based on years of continuous service. A participant is 100% vested after six years of credited service. Prior to death or retirement, participants vest in employer contributions and related earnings in accordance with the following schedule:

 

Years of Service   Vested Percent  
1 year     - %
2 years     20  
3 years     40  
4 years     60  
5 years     80  
6 years     100  

 

Vesting in the employer’s safe harbor matching contributions is based on years of continuous service. A participant is 100% vested after two years of credited service.

 

On the occurrence of death, disability, retirement or Plan termination, a participant becomes fully vested in employer contributions and related earnings.

 

Payment of Benefits

 

Participants may elect to receive their account value in a lump-sum distribution or, if eligible, in the form of an IRA rollover when they terminate employment or because of death, disability or retirement.  Participants may also transfer their account balance to another tax deferred qualified plan.  In accordance with the Plan provisions, hardship withdrawals and certain in-service distributions may be made by the Plan.

 

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Participant Accounts

 

Individual accounts are maintained for each of the Plan’s participants to reflect the participant’s contributions, the Bank’s matching contributions and allocations of the Plan’s investment income or losses and administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

 

Forfeited Accounts

 

At December 31, 2018 and 2017, the Plan had forfeited nonvested accounts of $58 and $22,955, respectively. In 2018 and 2017, administrative expenses of $17,684 and $26,287, respectively, were paid from forfeited nonvested accounts.

 

Notes Receivable from Participants

 

Participants may borrow from their accounts amounts ranging from a minimum of $1,000 to a maximum of 50% of the account balance, not to exceed $50,000.  Loan maturities generally range from one to five years, but may extend up to ten years for the purchase of a primary residence.  The loans are collateralized by the balance in the participant’s account.  The outstanding loan balances carried an interest rate of 7.00% for both 2018 and 2017.  Principal and interest are paid ratably through bi-weekly payroll deductions.

 

Investment Options

 

Under the provisions of the Plan, participating employees may direct contributions to various investment options, including a common collective trust fund, mutual funds, pooled separate accounts and a common stock fund for Home Bancorp, Inc. The Home Bancorp, Inc. Stock Fund holds common stock of Home Bancorp, Inc. and uninvested cash to meet certain distributions and, on a short-term basis, pending investment in additional Home Bancorp, Inc. common stock.  Participants have the ability to change investment elections and transfer funds among the various fund options on a daily basis.

 

2. Summary of Significant Accounting Policies

 

Basis of Accounting

 

The financial statements of the Plan are prepared using the accrual method of accounting and all assets of the Plan are participant directed.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities.  Actual results could differ from those estimates.

 

Investment Valuation and Income Recognition

 

Plan investments, excluding the guaranteed investment contract (see Note 3), are stated at fair value.  Home Bancorp, Inc. common stock is valued using quoted market prices.  Shares of registered investment companies are valued at the net asset value of shares held by the Plan at year end.  The Plan's interest in the common/collective trust is valued based on the daily net asset value (“NAV”) of the fund as determined by the issuer of the fund, which is the value at which units in the funds can be withdrawn and approximates fair value as a practical expedient.

 

Purchases and sales of investments are recorded on a trade date basis.  Dividends are recorded on the ex-dividend date.

 

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Notes Receivable from Participants

 

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest.

 

Administrative Expenses

 

Investment management fees and administrative fees related to recordkeeping are charged against the earnings of the investment fund in which the participant funds are invested. Fees for certain transactions, such as withdrawals and loan processing, are charged directly to the account of the participant reporting such a transaction. The Bank paid other administrative expenses of the Plan for 2018 and 2017.

 

Payment of Benefits

 

Benefits are recorded when paid.

 

Subsequent Events

 

Management has evaluated subsequent events for potential recognition or disclosure in the financial statements through June 25, 2019, the date on which the financial statements were available to be issued.

 

3. Fixed Income Guaranteed Option

 

As of December 31, 2018 and 2017, the Plan invests in a fully-benefit responsive guaranteed investment contract (“GIC”) with Principal Life Insurance Company, a guaranteed general-asset backed group annuity contract. The Plan’s portion of the net assets available for benefits attributable to the GIC are reported at contract value. Contract value represents the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan, which approximates fair value.

 

The issuer of the GIC maintains the contributions in a general account. The GIC does not have specific underlying assets assigned. The GIC issuer is contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Plan. There are no events in which the issuer can terminate the GIC with the Plan and settle at an amount different from contract value. However, a 5% surrender charge may apply in the event the Plan liquidates or transfers its interest in the GIC.

 

Certain events limit the ability of the Plan to transact at contract value with the issuer. Such events include: (1) changes to the Plan’s policy on transfers to competing investment options or the related equity wash provision and (2) termination of the Plan’s interest in the GIC by the Plan’s administrator. The Plan Administrator does not believe that the occurrence of any such event is probable.

 

For the years ended December 31, 2018 and 2017, the average yield of the Principal Fixed Income Guaranteed Option Contract was approximately 1.21% and 1.17%, respectively, based on actual interest earnings credited to participants.

 

4. Fair Value Measurements

 

The FASB “ASC 820, Fair Value Measurements and Disclosures , provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows:

 

Level 1 - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the plan has the ability to access.

 

Level 2 - Inputs to the valuation methodology include:

 

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· quoted prices for similar assets or liabilities in active markets;
· quoted prices for identical or similar assets or liabilities in inactive markets;
· inputs other than quoted prices that are observable for the asset or liability;
· inputs that are derived principally from or corroborated by observable market data by correlation or other means.

 

If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.

 

Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

The Plan uses appropriate valuation techniques based on the available inputs to measure the fair value of its investments. The asset’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. When available, valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs.

 

Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the valuation methodologies used at December 31, 2018 and 2017.

 

Registered investment companies: The fair values of these securities are based on quoted market prices in an active market, which represent the net asset values of shares held by the Plan at year end.

 

Affiliated stock: The Home Bancorp Inc. Stock Fund is an account comprised of common stock of Home Bancorp, Inc. and short-term cash investments. The fair value of the fund is derived from the fair value of the common stock based on quoted market prices in an active market and the short-term cash investments.

 

Common/collective trust and pooled separate accounts: Valued at NAV of shares held by the Plan at year-end, provided by the administrator of the fund. The NAV of the investments in the common/collective trust is derived from the fair value of the underlying securities based on quoted market prices in an active market and short-term cash investments. The NAV is used as the practical expedient to estimate fair value.

 

The Plan’s investments, excluding the guaranteed investment contract, are reported at fair value in the accompanying statement of net assets available for benefits. The methods used to measure fair value may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

 

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of the date indicated:

 

    Value at
December 31,
2018
    Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
    Significant Other
Observable Inputs
(Level 2)
    Significant
Unobservable
Inputs
(Level 3)
 
Registered investment companies   $ 4,606,794     $ 4,606,794     $ -     $ -  
Affiliated stock     8,407,689       8,407,689       -       -  
Total assets in fair value hierarchy     13,014,483       13,014,483       -       -  
Investments measured at NAV (1)     10,589,936       -       -       -  
Total   $ 23,604,419     $ 13,014,483     $ -     $ -  

 

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    Value at
December 31,
2017
    Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
    Significant Other
Observable Inputs
(Level 2)
    Significant
Unobservable
Inputs
(Level 3)
 
Registered investment companies   $ 4,911,285     $ 4,911,285     $ -     $ -  
Affiliated stock     10,219,279       10,219,279       -       -  
Total assets in fair value hierarchy     15,130,564       15,130,564       -       -  
Investments measured at NAV (1)     9,318,663       -       -       -  
Total   $ 24,449,227     $ 15,130,564     $ -     $ -  

 

(1) In accordance with Subtopic 820-10, certain investments that were measured at net asset value per share (or its equivalent) have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the statement of net assets available for benefits.

 

5. Risks and Uncertainties

 

The Plan provides for various investments in registered investment companies, a common/collective trust, pooled separate accounts, a guaranteed investment contract and common stock of Home Bancorp, Inc.  Investment securities, in general, are exposed to various risks, such as overall market volatility, credit and interest rate risk.  Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term, and that such change could materially affect the value of participants’ account balances and the amounts to be reported in the statements of net assets available for benefits for future periods.

   

6. Related Party and Party-in-Interest Transactions

 

The Plan invests in Home Bancorp, Inc. common stock, the parent company of the plan sponsor; these transactions qualify as related party transactions, which are exempt from the prohibited transaction rules. Fees incurred by the Plan for investment management services are paid to the trustee, and other fees related to the Plan's operations are paid by the Plan sponsor. 

 

Certain Plan investments are held in pooled separate accounts, common/collective trust and a guaranteed investment contract managed by Principal Life Insurance Company. Since Principal Life Insurance Company is the Plan custodian, these transactions qualify as party-in-interest transactions.

 

7. Tax Status

 

The Internal Revenue Service has determined and informed the Bank by a determination letter dated March 17, 2017, that the Plan, as designed, was in accordance with applicable sections of the IRC. The Plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC, and, therefore, believe that the Plan is qualified and tax exempt.

 

8. Plan Termination

 

While it has not expressed any intention to do so, the Bank has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100% vested in their employer contributions.

 

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SUPPLEMENTAL SCHEDULE

 

HOME BANK PROFIT SHARING 401(k) PLAN

EIN: 72-0214660 PN: 002

Form 5500 Schedule H Line 4(i) – Schedule of Assets (Held at End of Year)

 

Identity of Issuer   Description of Investment   December 31, 2018  
               
  The American Funds   American Funds Europacific Growth R3 Fund   $ 990,953  
    American Century Investments   American Century Government Bond R Fund     776,596  
    BlackRock   BlackRock Global Allocation Investment A Fund     898,573  
    Delaware Investments   Delaware Small Cap Value A Fund     430,726  
    Eaton Vance   Eaton Vance Atlanta Cap SMID Cap A Fund     105,290  
*   Home Bancorp, Inc.   Home Bancorp, Inc. Stock     8,407,689  
    Janus International Holding   Janus Henderson Triton S Fund     566,055  
    PIMCO Funds   PIMCO Total Return R Fund     728,004  
*   Principal Life Insurance Company   Principal Equity Income Separate Account R4     1,282,460  
*   Principal Life Insurance Company   Principal Fixed Income Guaranteed Option     1,398,092  
*   Principal Life Insurance Company   Principal Large Cap Growth I Separate Account R4     1,939,371  
*   Principal Life Insurance Company   Principal Large Cap S&P 500 Index Separate Account R4     1,064,233  
*   Principal Life Insurance Company   Principal Mid Cap S&P 400 Index Separate Account R4     1,057,958  
*   Principal Life Insurance Company   Principal Small Cap S&P 600 Index Separate Account R4     189,203  
*   Principal Global Investors Trust Co   Principal Life Time Hybrid Target 2010 CIT R4     435,420  
*   Principal Global Investors Trust Co   Principal Life Time Hybrid Target 2015 CIT R4     68,142  
*   Principal Global Investors Trust Co   Principal Life Time Hybrid Target 2020 CIT R4     697,730  
*   Principal Global Investors Trust Co   Principal Life Time Hybrid Target 2025 CIT R4     586,019  
*   Principal Global Investors Trust Co   Principal Life Time Hybrid Target 2030 CIT R4     1,241,274  
*   Principal Global Investors Trust Co   Principal Life Time HybridTarget 2035 CIT R4     473,545  
*   Principal Global Investors Trust Co   Principal Life Time Hybrid Target 2040 CIT R4     560,883  
*   Principal Global Investors Trust Co   Principal Life Time Hybrid Target 2045 CIT R4     448,765  
*   Principal Global Investors Trust Co   Principal Life Time Hybrid Target 2050 CIT R4     292,141  
*   Principal Global Investors Trust Co   Principal Life Time Hybrid Target 2055 CIT R4     160,482  
*   Principal Global Investors Trust Co   Principal Life Time Hybrid Target 2060 CIT R4     69,999  
*   Principal Global Investors Trust Co   Principal Life Time Hybrid Target 2065 CIT R4     9,974  
*   Principal Global Investors Trust Co   Principal Life Time Hybrid Income CIT R4     12,335  
    Victory Capital Management   Victory Sycamore Est Val R Fund     110,599  
              25,002,511  
    Participant’s loan accounts   7% interest with various maturities     516,822  
    Total investments       $ 25,519,333  

 

Cost information has not been included above because all included investments are participant directed.

 

* Indicates party-in-interest to the Plan.

 

See Report of Independent Registered Public Accounting Firm.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the administrator for the Plan has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  HOME BANK PROFIT SHARING 401(k) PLAN
     
Date: June 25, 2019 By:

/s/ John W. Bordelon

    John W. Bordelon
    President and Chief Executive Officer of Home Bank, the Plan Administrator

 

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