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HTBI Q1 2016 10-Q

Hometrust Bancshares Inc (HTBI) SEC Annual Report (10-K) for 2016

HTBI Q3 2016 10-Q
HTBI Q1 2016 10-Q HTBI Q3 2016 10-Q




UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended June 30, 2016

OR

[  ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From __________________ To __________________

Commission File Number 1-35593

HOMETRUST BANCSHARES, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland

45-5055422

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

10 Woodfin Street, Asheville, North Carolina

28801

(Address of Principal Executive Offices)

(Zip Code)

Registrant's Telephone Number, Including Area Code: (828) 259-3939


Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class

Name of Each Exchange on Which Registered

Common Stock, par value $0.01 per share

The NASDAQ Stock Market LLC

Securities Registered Pursuant to Section 12(g) of the Act:

Preferred Share Purchase Rights

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [   ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer [   ]

Accelerated Filer [X]

Non-Accelerated Filer [   ] (Do not check if a smaller reporting company)

Smaller reporting company [   ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [  ] No [X].

As of September 8, 2016 , there were issued and outstanding 17,999,150 shares of the Registrant's Common Stock. The aggregate market value of the voting stock held by non-affiliates of the Registrant computed by reference to the closing price of such stock as of December 31, 2015, was $362.8 million. (The exclusion from such amount of the market value of the shares owned by any person shall not be deemed an admission by the Registrant that such person is an affiliate of the Registrant).





HOMETRUST BANCSHARES, INC.

FORM 10-K

FOR THE FISCAL YEAR ENDED JUNE 30, 2016

TABLE OF CONTENTS

Page

PART I

Item 1

Business

4

Item 1A.

Risk Factors

36

Item 1B.

Unresolved Staff Comments

45

Item 2

Properties

45

Item 3

Legal Proceedings

45

Item 4

Mine Safety Disclosures

45

PART II

Item 5

Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

45

Item 6

Selected Financial Data

48

Item 7

Management's Discussion and Analysis of Financial Condition and Results of Operations

50

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

65

Item 8

Financial Statements and Supplementary Data

66

Item 9

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

115

Item 9A.

Control and Procedures

115

Item 9B.

Other Information

116

PART III

Item 10

Directors, Executive Officers and Corporate Governance

116

Item 11

Executive Compensation

116

Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

116

Item 13

Certain Relationships and Related Transactions, and Director Independence

116

Item 14

Principal Accountant Fees and Services

116

PART IV

Item 15

Exhibits and Financial Statement Schedules

117

Signatures

118


2




Forward-Looking Statements

Certain matters in this Form 10-K 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; increases in premiums for deposit insurance; 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 of our 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 have acquired or may in the future acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames or at all 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 this report on 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 ("HomeTrust" or "Bank") unless the context indicates otherwise.


3




PART I

Item 1. Business

General

HomeTrust Bancshares, Inc., a Maryland corporation, was formed for the purpose of becoming the savings and loan 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"). In connection with the Conversion, HomeTrust Bancshares issued an aggregate of 21,160,000 shares of common stock at an offering price of $10.00 per share for gross proceeds of $211.6 million. HomeTrust Bancshares received $208.4 million in net proceeds from the stock offering of which $104.2 million or 50% of the net proceeds were contributed to HomeTrust Bank upon completion of the Conversion. On August 25, 2014, the Bank converted from a federal savings charter to a national bank charter and HomeTrust Bancshares converted from a savings and loan holding company to a bank holding company. On December 31, 2015, the Bank converted from a national association to a North Carolina state bank. As a national bank, the Bank's primary regulator was the Office of the Comptroller of the Currency ("OCC"). 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.

As a bank holding company, HomeTrust Bancshares, Inc. is regulated by the Federal Reserve. In connection with the recent charter change, the Company elected to be treated as a financial holding company, which allows it flexibility to engage in some non-bank activities that are financial in nature. In order for the Company to maintain financial holding company status and avoid restrictions on its activities, the Bank must continue to be well capitalized and well managed, and be rated satisfactory or better under the Community Reinvestment Act ("CRA"). The Company has not engaged in any significant activity other than holding the stock of the Bank. Accordingly, the information set forth in this report, including financial statements and related data, relates primarily to the Bank and its subsidiary.

The Bank was originally formed in 1926, in Clyde, North Carolina, as Clyde Building & Loan Association (later Clyde Savings Bank). As we expanded our geographic footprint and product offerings, our name changed to HomeTrust after rebranding on July 22, 2003.

Between fiscal years 1996 and 2011, Home Trust Bank's board of directors and executive management created a unique partnership between six established banks and one de novo bank, where hometown community banks could combine their financial resources to achieve a shared vision. The original partnership banks included:

HomeTrust Bank, since 1926, Asheville, North Carolina

Tryon Federal Bank, since 1935, Tryon, North Carolina

Shelby Savings Bank, since 1905, Shelby, North Carolina

Home Savings Bank, since 1909, Eden, North Carolina

Industrial Federal Bank, since 1929, Lexington, North Carolina

Cherryville Federal Bank, since 1912, Cherryville, North Carolina

Rutherford County Bank, since 2007, Forest City, North Carolina (de novo bank)

Beginning in 2012, executive management implemented a strategic plan that would complement our existing market areas and enhance our ability to achieve positive growth. Between 2013 and 2015, we entered five attractive markets through various acquisitions and new office openings, as well as expanded our product lines. New locations and markets included:

BankGreenville Financial Corporation ("BankGreenville") - one office in Greenville, South Carolina (acquired in July 2013)

Jefferson Bancshares, Inc. ("Jefferson") - nine offices across East Tennessee (acquired in May 2014)

Commercial loan production office ("LPO") in Roanoke, Virginia (opened in July 2014)

Bank of Commerce - one office in Charlotte, North Carolina (acquired in July 2014)

Ten Bank of America Branch Offices - nine in southwest Virginia, one in Eden, North Carolina (acquired in November 2014)

Commercial LPO in Raleigh, North Carolina (opened in November 2014)

By expanding our geographic footprint and hiring local experienced talent, we have built a foundation that allows us to focus on organic growth, while maintaining the community-focused, relationship style of exceptional customer service that has differentiated our brand and characterized our success to date.


4




Our mission is to create stockholder value by building relationships with our employees, customers, and communities. By building a platform that supports growth and profitability, we are continuing our transition toward becoming a high-performing community bank and delivering on our promise that "It's Just Better Here."

Our principal business consists of attracting deposits from the general public and investing those funds, along with borrowed funds, in loans secured primarily by first and second mortgages on one-to-four family residences including home equity loans, construction and land/lot loans, commercial real estate loans, construction and development loans, commercial and industrial loans, indirect automobile, 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 by United States Government agencies and government-sponsored enterprises, as well as, certificates of deposit insured by the FDIC.

We offer a variety of deposit accounts for individuals, businesses, and nonprofit organizations. Deposits are our primary source of funds for our lending and investing activities.

Market Areas

HomeTrust Bank operates in nine metropolitan statistical areas ("MSAs"): Asheville, NC; Charlotte-Concord-Gastonia, NC-SC; Greenville-Anderson-Mauldin, SC; Johnson City, TN; Kingsport-Bristol-Bristol, TN-VA; Knoxville, TN; Morristown, TN, Roanoke, VA, and Raleigh, NC.

Asheville is known for its natural beauty, scenic surroundings, and its vibrant cultural and arts community that parallels that of many larger cities in the United States. It is home to a number of historical attractions, the most prominent of which is the Biltmore Estate, a historic mansion with gardens and a winery that draws approximately one million tourists each year. Due to its scenic location and diverse cultural and historical offerings, the Asheville metropolitan area is a popular destination for tourists, which continues to positively impact our local economy. In addition, affordable housing prices, compared to many bigger cities, combined with the region's favorable climate have also made the Asheville metropolitan area an increasingly attractive destination for retirees seeking to relocate from other parts of the United States.

Local officials remain committed to continuous improvement of the local economy and have worked diligently to keep Asheville in the national spotlight. After the successful completion of a five-year economic development plan known as the "AVL 5 X 5," which brought in thousands of new jobs and over one billion dollars in new capital, the Asheville-Buncombe County Economic Development Coalition is now focused on the next phase or "AVL 5 X 5 Vision 2020." With similar results in mind, this phase will focus on new niches and initiatives for local businesses as well as allure new businesses. Also supporting the economy is the Asheville Regional Airport that transports over 787,000 passengers a year as well as numerous colleges including the University of North Carolina Asheville, Western Carolina University, and Warren Wilson College. The area has several major employers which include: Buncombe County Public Schools, City of Asheville, Mission Health System and Hospital, The Biltmore Company, Ingles Markets, Inc., and the VA Medical Center.

The Charlotte-Concord-Gastonia, NC-SC metropolitan area is located in both North and South Carolina, within and surrounding the city of Charlotte. Located in the Piedmont region of the Southeastern United States, the Charlotte metropolitan area is well known for its stock car racing history. The region is headquarters to eight Fortune 500 and 15 Fortune 1000 companies, including Bank of America, Duke Energy, Nucor Steel, and Lowe's Home Improvement Stores. Additional headquarters include Sonic Automotive, Belk, and Carolinas HealthCare System. The Charlotte MSA is the largest in the Carolinas.

The Greenville-Anderson-Mauldin, SC metropolitan area is located in upstate South Carolina, in the foothills of the Blue Ridge Mountains. Major employment sectors for the MSA include services, manufacturing, and retail trade including major facilities for BMW, Michelin, Walgreens, and Lockheed Martin.

The Johnson City, TN metropolitan area is an economic hub largely fueled by East Tennessee State University and the medical "Med-Tech" corridor, anchored by the Johnson City Medical Center, Franklin Woods Community Hospital and affiliated facilities. The city's museums and historical sites include the Hands On! Museum and the Tipton-Haynes State Historic Site, which hosts the annual Bluegrass and Sorghum Making Festival, as well as other seasonal events.

The Kingsport-Bristol-Bristol, TN-VA MSA is home to the headquarters of Eastman Chemical Company. The major economic components in Kingsport are healthcare, manufacturing and educational services.

The Knoxville, TN metropolitan area is located where the French Broad and Holston Rivers converge to form the Tennessee River. It is the largest city in East Tennessee and ranks third largest in the state. It is located in a broad valley between the Cumberland Mountains to the northwest and the Great Smoky Mountains to the southeast. The Knoxville area is frequently cited in national surveys as a quality place in which to live. The University of Tennessee calls Knoxville home, with over 27,000 students, making an array of educational and cultural opportunities available to area residents. Affordable housing, health care costs below the national average, a low crime rate, and a pleasant climate and location with nearby lakes and mountains are factors which make Knoxville an attractive place to settle. Major employment sectors in the Knoxville area include government, education, and healthcare.

The Morristown, TN metropolitan area includes facilities for numerous Fortune 500 companies including General Electric, International Paper, Alcoa (Howmet), Coca-Cola, Lear Corporation, Pepsi Bottling, NCR Corporation and Colgate-Palmolive. Morristown also includes the facilities of a number of international companies from countries such as Germany, Japan, Sweden, United Kingdom, Italy, Canada and France. Local industries include furniture manufacturing, poultry processing, aircraft parts, healthcare products, and automotive parts. Agriculture including soybeans, corn, livestock and dairy are also significant economic components. Morristown's major job providing segments are healthcare,


5




manufacturing, educational services, furniture and related products, transportation equipment, educational services, and accommodation and food services.

The Roanoke, VA metropolitan area is located in the Roanoke Valley of western Virginia in the midst of the Blue Ridge and Alleghany Mountains. This 1,874-square mile region is bordered on the west by West Virginia and along the east by the Blue Ridge Mountains. The area is strategically accessible to both the East Coast and Mid-West markets with Interstate 81 passing through the region, Interstate 64 directly north, and Interstate 77 nearby to the south. The Roanoke MSA is the transportation hub of the area with an integrated interstate highway, rail, and air transportation network. Roanoke has the most diverse economy in Virginia and is the cultural and business hub for western Virginia. The Roanoke MSA is home to several large regional banking offices, headquarters of the Fortune 500 retailer Advance Auto, and to several large advanced manufacturing operations, such as those owned by General Electric, ITT Exelis, Dynax America, and Optical Cable Corporation, among others. The Roanoke, VA MSA's major employment sectors include government, health care and social assistance, retail trade, and manufacturing.

The Raleigh, NC metropolitan area is located in the northeast central region of North Carolina. Raleigh is the capital of North Carolina, home to North Carolina State University and central to one of the fastest growing areas in the country - the Research Triangle Park. With its proximity to the Research Triangle Park and several major universities, including the University of North Carolina at Chapel Hill and Duke University, Raleigh has become known for its strengths in technology and innovation.

Unemployment data remains one of our most informative indicators of our local economy. Based on information from the U.S. Bureau of Labor Statistics we have set forth below information regarding the unemployment rates nationally and in our market areas.

As of June 30,

Location

2016

2015

U.S. National

4.9%

5.3%

North Carolina

4.7%

5.9%

     Asheville MSA

4.1%

4.7%

     Charlotte/Concord/Gastonia

5.0%

5.5%

     Raleigh

4.4%

4.7%

South Carolina

5.2%

6.4%

     Greenville

5.2%

5.7%

Tennessee

4.3%

5.7%

     Morristown

5.4%

6.6%

     Johnson City

5.6%

6.2%

     Kingsport-Bristol

5.4%

5.8%

     Knoxville

4.7%

5.4%

Virginia

3.7%

4.8%

     Roanoke

3.9%

4.9%

The Bank has built a strong foundation in the communities we serve and takes pride in the role we play. The directors and market presidents of each region work with their management team and employees to support local nonprofit and community organizations. Each location helps provide critical services to meet the financial needs of its customers and improve the quality of life for individuals and businesses in its community. Initiatives supporting our communities include affordable housing, education and financial education, and the arts. We support these initiatives through both financial and people resources in all of our communities. Collectively, bank employees volunteer thousands of hours annually in their local communities; from helping to build homes to teaching grade school youth how to start healthy savings habits, bank employees are making a positive difference in the lives of others every day.

Competition

We face strong competition in originating real estate and other loans and in attracting deposits. Competition in originating real estate loans comes primarily from other savings institutions, commercial banks, credit unions, life insurance companies, and mortgage bankers. Other savings institutions, commercial banks, credit unions, and finance companies provide vigorous competition in consumer lending. In addition, in indirect auto financings, we also compete with specialty consumer finance companies, including automobile manufacturers' captive finance companies. Commercial and industrial loan competition is primarily from local commercial banks. We believe that we compete effectively because we consistently deliver high-quality, personal service to our customers that results in a high level of customer satisfaction. Adding to our competitive advantage is commitment to technological resources, which has expanded our customer service capabilities and increased efficiencies in our lending process.


6




We attract our deposits through our branch office system. Competition for deposits is principally from other commercial banks, savings institutions, and credit unions located in the same communities, as well as mutual funds and other alternative investments. We believe that we compete for deposits by offering superior service and a variety of deposit accounts at competitive rates. We also have a highly competitive suite of cash management services, online/mobile banking, and internal support expertise specific to the needs of small to mid-sized commercial business customers. Based on the most recent branch deposit data, HomeTrust Bank's deposit market share was:

Location

Rank (1)

Deposit Market Share (1)

North Carolina

17th

0.35%

     Asheville MSA

3rd

7.67%

     Charlotte/Gastonia

19th

0.06%

South Carolina

78th

0.06%

     Greenville

21st

0.43%

Tennessee

65th

0.24%

     Morristown

3rd

19.01%

     Johnson City

5th

5.85%

     Kingsport-Bristol

9th

2.00%

     Knoxville

25th

0.26%

Virginia

66th

0.10%

     Roanoke

8th

6.52%

___________________________________________________________________

(1) Source: FDIC data as of June 30, 2015

Overall, we believe that we distinguish ourselves from larger, national banks operating in our market areas by offering quicker decision-making in the delivery of our products and services and competitive customer-driven products with excellent service and responsiveness, and by providing customer access to our senior managers. In addition, our larger capital base and product mix enable us to compete effectively against smaller banks. Our lending staff is experienced and knowledgeable about local lending in our markets, enabling us to build on the relationship-style banking that is our hallmark.

In addition, the way we create differentiation from our competition to fuel organic growth is by focusing on "HOW" we deliver our products and services. When we promise our customers that "It's Just Better Here," more than anything, it refers to the care and responsiveness our employees provide to each and every customer. Teamwork is key to our success. Many of our employees have been a part of HomeTrust Bank for decades, while a significant number of employees have more recently brought their industry knowledge and expertise to us through internal growth and acquisition, reflecting their desire to be a part of a high performing team that works well together to make a difference for customers. Our culture includes relationship training and coaching with respect to banking and adding value to our customers. This "culture model" includes four key principles:

making a difference for customers every day is fun and rewarding;

success is built on relationships;

we must continually add value to relationships with our customers and with each other; and

we need to grow ourselves and our ability to make a difference and add value to relationships.

In implementing these principles, the directors, management team, and employees work to support local nonprofit and community organizations and strive to provide critical services to meet the financial needs of our customers and improve the quality of life for individuals and businesses in our communities. We support affordable housing and education initiatives to help build healthy communities through both financial assistance and employees volunteering thousands of hours annually in their local markets. We believe the opportunity to stay close to our customers gives us a unique position in the banking industry as compared to our larger competitors and we are committed to continuing to build strong relationships with our employees, customers, and communities for generations to come.


7




Lending Activities

The following table presents information concerning the composition of our loan portfolio in dollar amounts and in percentages (before deductions for deferred fees and allowances for losses) at the dates indicated.

At June 30,

2016

2015

2014

2013

2012

Amount

Percent

Amount

Percent

Amount

Percent

Amount

Percent

Amount

Percent

(Dollars in thousands)

Retail consumer loans:

One-to-four family

$

623,701


34.04

%

$

650,750


38.61

%

$

660,630


44.09

%

$

602,980


51.69

%

$

620,486


50.36

%

Home equity - originated

163,293


8.91


161,204


9.56


148,379


9.90


125,676


10.77


143,052


11.61


Home equity - purchased

144,377


7.88


72,010


4.27


-


-


-


-


-


-


Construction and land/lots

38,102


2.08


45,931


2.73


59,249


3.95


51,546


4.42


53,572


4.35


Indirect auto finance

108,478


5.92


52,494


3.11


8,833


0.59


-


-


-


-


Consumer

4,635


0.25


3,708


0.22


6,331


0.42


3,349


0.29


3,819


0.31


Total retail consumer loans

1,082,586


59.08

%

986,097


58.50

%

883,422


58.95

%

783,551


67.17

%

820,929


66.63

%

Commercial loans:











Commercial real estate

486,561


26.55

%

441,620


26.20

%

377,769


25.21

%

231,086


19.81

%

238,644


19.37

%

Construction and development

86,840


4.74


64,573


3.83


56,457


3.78


23,994


2.06


42,362


3.44


Commercial and industrial

73,289


4.00


84,820


5.03


74,435


4.97


11,452


0.98


14,578


1.18


Municipal leases

103,183


5.63


108,574


6.44


106,215


7.09


116,377


9.98


115,516


9.38


Total commercial loans

749,873


40.92

%

699,587


41.50

%

614,876


41.05

%

382,909


32.83

%

411,100


33.37

%

Total loans

1,832,459


100.00

%

1,685,684


100.00

%

1,498,298


100.00

%

1,166,460


100.00

%

1,232,029


100.00

%

Less :











Deferred costs (fees), net

372



23



(1,340

)


(2,277

)


(2,984

)


Allowance for losses

(21,292

)


(22,374

)


(23,429

)


(32,073

)


(35,100

)


Total loans receivable, net

$

1,811,539



$

1,663,333



$

1,473,529



$

1,132,110



$

1,193,945




8




The following table shows the composition of our loan portfolio in dollar amounts and in percentages (before deductions for deferred fees and allowances for loan losses) at the dates indicated.

At June 30,

2016

2015

2014

Amount

Percent

Amount

Percent

Amount

Percent

Fixed-rate loans:

(Dollars in thousands)

Retail consumer loans:

One-to-four family

$

326,347


17.8

%

$

351,904


20.9

%

$

351,155


23.4

%

Construction and land/lots

27,907


1.5


32,685


1.9


37,484


2.5


Indirect auto finance

108,478


5.9


52,494


3.1


8,833


0.6


Consumer

4,620


0.3


3,658


0.2


6,078


0.4


Commercial loans:







Commercial real estate

303,854


16.6


319,593


19.0


258,272


17.2


Construction and development

29,204


1.6


36,962


2.2


36,070


2.4


Commercial and industrial

42,874


2.3


46,126


2.7


40,606


2.7


Municipal leases

103,183


5.6


108,574


6.5


106,215


7.1


Total fixed-rate loans

946,467


51.7

%

951,996


56.5

%

844,713


56.4

%

Adjustable-rate loans :







Retail consumer loans:







One-to-four family

297,354


16.2

%

298,846


17.7

%

309,475


20.7

%

Home equity - originated

163,293


8.9


161,204


9.6


148,379


9.9


Home equity - purchased

144,377


7.9


72,010


4.3


-


-


Construction and land/lots

10,195


0.6


13,246


0.8


21,765


1.5


Consumer

15


-


50


-


253


-


Commercial loans:







Commercial real estate

182,707


10.0


122,027


7.2


119,497


8.0


Construction and development

57,636


3.1


27,611


1.6


20,387


1.4


Commercial and industrial

30,415


1.7


38,694


2.3


33,829


2.3


Total adjustable-rate loans

885,992


48.3

%

733,688


43.5

%

653,585


43.6

%

Total loans

1,832,459


100.0

%

1,685,684


100.0

%

1,498,298


100.0

%

Less :







Deferred costs (fees), net

372



23



(1,340

)


Allowance for losses

(21,292

)


(22,374

)


(23,429

)


Total loans receivable, net

$

1,811,539



$

1,663,333



$

1,473,529



The increase in loans since 2015 was primarily due to organic loan growth, especially the origination of indirect auto finance loans, commercial real estate, and construction and development loans and the purchase of home equity loans. For further discussion, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of this report.


9




Loan Maturity .  The following table sets forth certain information at June 30, 2016 regarding the dollar amount of loans maturing in our portfolio based on their contractual terms to maturity, but does not include scheduled payments or potential prepayments. Loan balances do not include undisbursed loan proceeds, unearned discounts, unearned income and allowance for loan losses.

Retail Consumer

Due During Years Ending June 30,

2017

2018

2019

2020 to 2021

2022 to 2025

2026 to 2030

2031 and following

Total

(Dollars in thousands)

One-to-four family

Amount

$

12,459


11,363


10,747


42,071


56,692


132,381


357,988


$

623,701


Weighted Average Rate

5.32

%

4.96

%

5.11

%

4.35

%

4.32

%

3.68

%

4.25

%

4.19

%

Home equity - originated

Amount

$

2,707


6,015


6,379


14,059


50,383


30,001


53,749


$

163,293


Weighted Average Rate

3.87

%

4.02

%

4.26

%

4.97

%

4.06

%

4.13

%

3.65

%

4.02

%

Home equity - purchased

Amount

$

-


-


-


-


-


-


144,377


$

144,377


Weighted Average Rate

-

%

-

%

-

%

-

%

-

%

-

%

3.28

%

3.28

%

Construction and land/lots



Amount

$

440


337


818


780


4,671


8,075


22,981


$

38,102


Weighted Average Rate

4.76

%

6.79

%

6.34

%

5.88

%

5.94

%

6.03

%

4.07

%

4.83

%

Indirect auto finance

Amount

$

28


428


1,919


32,700


73,403


-


-


$

108,478


Weighted Average Rate

3.24

%

3.16

%

3.51

%

3.19

%

2.93

%

-

%

-

%

3.02

%

Consumer

Amount

$

201


272


293


1,148


589


94


2,038


$

4,635


Weighted Average Rate

5.75

%

4.93

%

4.72

%

4.76

%

4.15

%

3.85

%

17.53

%

6.68

%

Commercial Loans

Due During Years Ending June 30,

2017

2018

2019

2020 to 2021

2022 to 2025

2026 to 2030

2031 and following

Total

(Dollars in thousands)

Commercial real estate

Amount

37,345


51,930


65,716


180,490


94,683


36,523


19,874


$

486,561


Weighted Average Rate

5.01

%

4.30

%

4.13

%

3.91

%

3.57

%

3.65

%

4.18

%

3.99

%

Construction and development

Amount

34,206


13,002


12,829


14,993


7,721


3,783


306


$

86,840


Weighted Average Rate

4.15

%

4.27

%

4.22

%

3.61

%

3.71

%

3.61

%

7.00

%

4.05

%

Commercial and industrial

Amount

21,165


9,326


8,941


18,078


7,050


1,521


7,208


$

73,289


Weighted Average Rate

4.39

%

4.50

%

3.85

%

4.07

%

3.87

%

2.96

%

4.82

%

4.22

%

Municipal leases (1)

Amount

324


1,163


2,857


7,397


15,713


44,451


31,278


$

103,183


Weighted Average Rate

6.50

%

6.69

%

4.73

%

4.84

%

5.72

%

5.86

%

6.28

%

5.87

%


10




Total

Amount

Weighted

Average

Rate

(Dollars in thousands)

Due During Years Ending June 30,

2017

$

108,875


4.63

%

2018

93,836


4.41


2019

110,499


4.25


2020 to 2021

311,716


3.97


2022 to 2025

310,905


3.79


2026 to 2030

256,829


4.17


2031 and following

639,799


4.09


Total

$

1,832,459


4.09

%

_________________________________________________________

(1)

The weighted average rate of municipal loans is adjusted for a 34% federal income tax rate since the interest income from these leases is tax exempt.

The total amount of loans due after June 30, 2017, which have predetermined interest rates is $900.0 million, while the total amount of loans due after such dates which have adjustable interest rates is $823.6 million.

Lending Authority.   Residential real estate loans up to $750,000 may be approved at varying levels by certain officers of the Bank. Our Chief Credit Officer may approve loans up to $7.5 million. Loan relationships in excess of $7.5 million in total credit exposure must be approved by our Senior Loan Committee. Loans outside our general underwriting guidelines generally must be approved by the Chief Credit Officer, Chief Banking Officer, a Senior Credit Officer, or Mortgage Fulfillment Manager for residential loans. Certain other bank officers may approve loans outside of our general underwriting guidelines on a limited basis and generally at a lower amount. Lending authority is also granted to certain other bank officers at lower amounts, generally up to $500,000 in total credit exposure for real estate secured loan relationships, provided the loan does not have a Criticized or Classified risk grade.

Beginning in fiscal 2008, we implemented more stringent underwriting policies and procedures related to residential lending which we have maintained and continuously update to ensure originations meet both our investment and asset quality objectives. The additional emphasis on a borrower's ongoing ability to repay a loan by requiring lower debt to income ratios, higher credit scores, and lower loan to value ratios has increased our overall asset quality. By adhering to these stringent policies and procedures the percentage of one-to-four family residential loans and home equity lines of credit made to borrowers with a credit score greater than 675 has increased to 98.5% in fiscal 2016 from 78.6% during fiscal 2007.

At June 30, 2016 , the maximum amount under federal regulation that we could lend to any one borrower and the borrower's related entities was approximately $45.3 million. Our five largest lending relationships are with commercial borrowers and totaled approximately $65.8 million in the aggregate, or 3.6% of our $1.83 billion loan portfolio at June 30, 2016 . The largest lending relationship at June 30, 2016 consisted of seven loans totaling approximately $17.1 million. The largest loan in this relationship had an outstanding balance of $5.0 million as of June 30, 2016 and was secured by a non-owner-occupied retail property located in Union County, NC. The remaining relationship exposure primarily consisted of various non-owner-occupied commercial real estate properties located throughout North Carolina which are leased to national tenants. At June 30, 2016 , these loans were performing in accordance with their original repayment terms.

The second largest lending relationship at June 30, 2016 was approximately $16.3 million consisting of 21 loans. The largest loan in this relationship at June 30, 2016 had an outstanding balance of $2.7 million and was secured by a multi-tenant retail property located in Buncombe County, NC. The remaining relationship exposure primarily consisted of non-owner-occupied retail, office, and industrial properties located in Buncombe County, NC. At June 30, 2016 these loans were performing in accordance with their original repayment terms.

The third largest lending relationship at June 30, 2016 was approximately $14.9 million consisting of nine loans, the largest of which had an outstanding balance of $5.7 million and is secured by a multi-family property in East Tennessee. The remaining loans are secured by retail, office, and industrial properties located in East Tennessee. At June 30, 2016 , all loans in the relationship were performing in accordance with their original repayment terms.

The fourth largest lending relationship at June 30, 2016 was approximately $9.1 million consisting of eight loans, the largest of which had an outstanding balance of $2.2 million and is secured by a non-owner-occupied retail strip center located in Mecklenburg County, NC. At June 30, 2016 , all loans in the relationship were performing in accordance with their original repayment terms.

The fifth largest lending relationship at June 30, 2016 was approximately $8.5 million consisting of eight loans, the largest of which had an outstanding balance of $3.6 million and is secured by six owner-occupied child care centers and a residential quadplex rental property in Southwest Virginia. The remaining loans are secured by single family rental properties, and non-owner occupied retail and office properties located in Southwest Virginia, Western North Carolina and East Tennessee. As of June 30, 2016 these loans were performing in accordance with their original repayment terms.


11




Retail Consumer Loans

One-to-Four Family Real Estate Lending. We originate loans secured by first mortgages on one-to-four family residences typically for the purchase or refinance of owner-occupied primary or secondary residences located primarily in our market areas. We originate one-to-four family residential mortgage loans primarily through referrals from real estate agents, builders, and from existing customers. Walk-in customers are also important sources of loan originations. At June 30, 2016 , $623.7 million , or 34.0% , of our loan portfolio consisted of loans secured by one-to-four family residences.

We originate both fixed-rate loans and adjustable-rate loans. We generally originate mortgage loans in amounts up to 80% of the lesser of the appraised value or purchase price of a mortgaged property, but will also permit loan-to-value ratios of up to 95%. For loans exceeding an 80% loan-to-value ratio we generally require the borrower to obtain private mortgage insurance covering us for any loss on the amount of the loan in excess of 80% in the event of foreclosure.

The majority of our one-to-four family residential loans are originated with fixed rates and have terms of ten to 30 years. At June 30, 2016 our one-to-four family residential loan portfolio included $326.3 million in fixed rate loans, of which $49.0 million were ten year fixed rate loans. We generally originate fixed rate mortgage loans with terms greater than 15 years for sale to various secondary market investors on a servicing released basis. We also originate adjustable-rate mortgage, or ARM, loans which have interest rates that adjust annually to the yield on U.S. Treasury securities adjusted to a constant one-year maturity plus a margin. Most of our ARM loans are hybrid loans, which after an initial fixed rate period of one, five, or seven years will convert to an annual adjustable interest rate for the remaining term of the loan. Our ARM loans have terms up to 30 years. Our pricing strategy for mortgage loans includes setting interest rates that are competitive with other local financial institutions and consistent with our asset/liability management objectives. Our ARM loans generally have a floor interest rate set at the initial interest rate, and a cap of two percentage points on rate adjustments during any one year and six percentage points over the life of the loan. As a consequence of using caps, the interest rates on these loans may not be as rate sensitive as is our cost of funds.

We generally retain ARM loans that we originate in our loan portfolio rather than selling them in the secondary market. The retention of ARM loans in our loan portfolio helps us reduce our exposure to changes in interest rates. There are, however, unquantifiable credit risks resulting from the potential of increased interest to be paid by the customer as a result of increases in interest rates. It is possible that during periods of rising interest rates the risk of default on ARM loans may increase as a result of repricing and the increased costs to the borrower. We attempt to reduce the potential for delinquencies and defaults on ARM loans by qualifying the borrower based on the borrower's ability to repay the ARM loan assuming that the maximum interest rate that could be charged at the first adjustment period remains constant during the loan term. Another consideration is that although ARM loans allow us to increase the sensitivity of our asset base due to changes in the interest rates, the extent of this interest sensitivity is limited by the periodic and lifetime interest rate adjustment limits. Because of these considerations, we have no assurance that yield increases on ARM loans will be sufficient to offset increases in our cost of funds.

Most of our loans are written using generally accepted underwriting guidelines, and are readily saleable to Freddie Mac, Fannie Mae, or other private investors. Our real estate loans generally contain a "due on sale" clause allowing us to declare the unpaid principal balance due and payable upon the sale of the security property. The average size of our one-to-four family residential loans was $108,381 at June 30, 2016 .

A portion of our loans are "non-conforming" because they do not satisfy credit or other requirements due to personal and financial reasons (i.e. divorce, bankruptcy, length of time employed, etc.), and other requirements, imposed by secondary market purchasers. Many of these borrowers have higher debt-to-income ratios, or the loans are secured by unique properties in rural markets for which there are no sales of comparable properties to support the value according to secondary market requirements. We may require additional collateral or lower loan-to-value ratios to reduce the risk of these loans. We believe that these loans satisfy a need in our local market areas. As a result, subject to market conditions, we intend to continue to originate these types of loans .

Property appraisals on real estate securing our one-to-four family loans in excess of $250,000 that are not originated for sale are made by a state-licensed or state-certified independent appraiser approved by the board of directors. Appraisals are performed in accordance with applicable regulations and policies. For loans that are less than $250,000, we may use the tax assessed value, broker price opinions, and/or a property inspection in lieu of an appraisal. We generally require title insurance policies on all first mortgage real estate loans originated. Homeowners, liability, fire and, if required, flood insurance policies are also required for one-to-four family loans. We do not originate permanent one-to-four family mortgage loans with a negatively amortizing payment schedule, and currently do not offer interest-only mortgage loans. We have not typically originated stated income or low or no documentation one-to-four family loans. At June 30, 2016 , $4.8 million of our one-to-four family loans were interest-only. In connection with the new rules issued by the Consumer Financial Protection Bureau ("CFPB"), which includes a definition for "qualified mortgage" loans based on the borrower's ability to repay the loan, we believe that substantially all of the mortgage loans approved by us meet this standard.

At June 30, 2016 , $91.6 million of our one-to-four family loan portfolio consisted of loans secured by non-owner occupied residential properties. Loans secured by residential rental properties represent a unique credit risk to us and, as a result, we adhere to specific underwriting guidelines for such loans. Additionally, we have established specific loan portfolio concentration limits for loans secured by residential rental property to prevent excessive credit risk that could result from an elevated concentration of these loans. A primary risk factor in non-owner occupied residential real estate lending is the consistency of rental income of the property. Payments on loans secured by rental properties often depend on the successful operation and management of the properties, as well as, the ability of tenants to pay rent. As a result, repayment of such loans may be subject to adverse economic conditions and unemployment trends, and may be sensitive to changes in the supply and demand for such properties. We consider and review a rental income cash flow analysis of the borrower and consider the net operating income of the property, the borrower's expertise, credit history and profitability, and the value of the underlying property. We generally require collateral on these loans


12




to be a first mortgage along with an assignment of rents and leases. We periodically monitor the performance and cash flow sufficiency of certain residential rental property borrowers based on a number of factors such as loan performance, loan size, total borrower credit exposure, and risk grade.

Home Equity Lines of Credit.   Our originated home equity lines of credit ("HELOCs"), consisting of adjustable-rate lines of credit, have been the second largest component of our retail loan portfolio over the past several years. At June 30, 2016 , HELOCs-originated totaled $163.3 million or 8.9% of our loan portfolio of which $77.3 million was secured by a first lien on owner-occupied residential property. The lines of credit may be originated in amounts, together with the amount of the existing first mortgage, typically up to 85% of the value of the property securing the loan (less any prior mortgage loans) with an adjustable-rate of interest based on The Wall Street Journal prime rate plus a margin. Currently, our home equity line of credit floor interest rate is dependent on the overall loan to value, and has a cap of 18% above the floor rate over the life of the loan. Originated HELOCs generally have up to a 15-year draw period and amounts may be reborrowed after payment at any time during the draw period. Once the draw period has lapsed, the payment is amortized over a 15-year period based on the loan balance at that time. At June 30, 2016 , unfunded commitments on these lines of credit totaled $167.1 million.

Our underwriting standards for originated HELOCs are similar to our one-to-four family loan underwriting standards and include a determination of the applicant's credit history and an assessment of the applicant's ability to meet existing obligations and payments on the proposed loan. The stability of the applicant's monthly income may be determined by verification of gross monthly income from primary employment, and additionally from any verifiable secondary income.

In December 2014, the Company began purchasing HELOCs originated by other financial institutions. At June 30, 2016, HELOCs-purchased totaled $144.4 million, or 7.9% of our loan portfolio. Unfunded commitments on these lines of credit were $24.8 million at June 30, 2016. The credit risk characteristics are different for these loans since they were not originated by the Company and the collateral is located outside the Company's market area, primarily in several western states. All of these loans were originated in 2012 or later and had an average FICO score of 740 and loan to values of less than 90% at origination. The Company has established an allowance for loan losses based on the historical losses in the states where these loans were originated. The Company will monitor the performance of these loans and adjust the allowance for loan losses as necessary.

HELOCs generally entail greater risk than do one-to-four family residential mortgage loans where we are in the first lien position. For those home equity lines secured by a second mortgage, it is unlikely that we will be successful in recovering all or a portion of our loan proceeds in the event of default unless we are prepared to repay the first mortgage loan and such repayment and the costs associated with a foreclosure are justified by the value of the property.

Construction and Land/Lots. We have been an active originator of construction to permanent loans to homeowners building a residence. In addition, we originate land/lot loans predominately for the purchase or refinance of an improved lot for the construction of a residence to be occupied by the borrower. All of our construction and land/lot loans were made on properties located within our market area.

At June 30, 2016 , our construction and land/lot loan portfolio was $ 38.1 million compared to $ 45.9 million at June 30, 2015 . At June 30, 2016 , unfunded loan commitments totaled $27.9 million, compared to $27.0 million at June 30, 2015 . Construction-to-permanent loans are made for the construction of a one-to-four family property which is intended to be occupied by the borrower as either a primary or secondary residence. Construction-to-permanent loans are originated to the homeowner rather than the homebuilder and are structured to be converted to a first lien fixed- or adjustable-rate permanent loan at the completion of the construction phase. We do not originate construction phase only or junior lien construction-to-permanent loans. The permanent loan is generally underwritten to the same standards as our one-to-four family residential loans and may be held by us for portfolio investment or sold in the secondary market. At June 30, 2016 our construction-to-permanent loans totaled $19.0 million and the average loan size was $131,000. During the construction phase, which typically lasts for six to 12 months, we make periodic inspections of the construction site and loan proceeds are disbursed directly to the contractors or borrowers as construction progresses. Typically, disbursements are made in monthly draws during the construction period. Loan proceeds are disbursed based on a percentage of completion. Construction-to-permanent loans require payment of interest only during the construction phase. Prior to making a commitment to fund a construction loan, we require an appraisal of the property by an independent appraiser. Construction loans may be originated up to 95% of the cost or of the appraised value upon completion, whichever is less; however, we generally do not originate construction loans which exceed the lower of 80% loan to cost or appraised value without securing adequate private mortgage insurance or other form of credit enhancement such as the Federal Housing Administration or other governmental guarantee. We also require general liability, builder's risk hazard insurance, title insurance, and flood insurance (as applicable, for properties located or to be built in a designated flood hazard area) on all construction loans. At June 30, 2016 , the largest construction to permanent loan had an outstanding balance of $2.0 million and was performing according to the original repayment terms.

Included in our construction and land/lot loan portfolio are land/lot loans, which are typically loans secured by developed lots in residential subdivisions located in our market areas. We originate these loans to individuals intending to construct their primary or secondary residence on the lot within one year from the date of origination. This portfolio may also include loans for the purchase or refinance of unimproved land that is generally less than or equal to five acres, and for which the purpose is to commence the improvement of the land and construction of an owner-occupied primary or secondary residence within one year from the date of loan origination.

Land/lot loans are typically originated in an amount up to 70% of the lower of the purchase price or appraisal, are secured by a first lien on the property, for up to a 20-year term, require payments of interest only and are structured with an adjustable rate of interest on terms similar to our one-to-four family residential mortgage loans. At June 30, 2016 , our land/lot loans totaled $19.1 million and the average land/lot loan size was


13




$56,000. At June 30, 2016 , the largest land/lot loan had an outstanding balance of $631,000 and was performing according to the original repayment terms.

Construction and land/lot lending affords us the opportunity to achieve higher interest rates and fees with shorter terms to maturity than the rates and fees generated by our one-to-four family permanent mortgage lending. Construction/permanent loans, however, generally involve a higher degree of risk than our one-to-four family permanent mortgage lending. If our appraisal of the value of the completed residence proves to be overstated, we may have inadequate security for the repayment of the loan upon completion of construction and may incur a loss. Land/lot loans also pose additional risk because of the lack of income being produced by the property and the potential illiquid nature of the collateral. These risks can also be significantly impacted by supply and demand conditions.

Indirect Auto Finance. During the middle of fiscal year 2014, we added the origination of indirect auto finance loans to our lending products. As June 30, 2016 , our indirect auto finance installment contracts totaled $108.5 million , or 5.9% of our total loan portfolio. As an indirect lender, we market to automobile dealerships, both manufacturer franchised dealerships and independent dealerships, who utilize our origination platform to provide automotive financing through installment contracts on new and used vehicles. As of June 30, 2016, we worked with 59 auto dealerships located in western North Carolina and upstate South Carolina. Working with strong dealerships within our market area provides us with the opportunity to actively deepen customer relationships through cross-selling opportunities, as 86.0% of our indirect auto finance loans are originated to noncustomers.

The dealers are compensated via an industry standard commission, known as dealer reserve, on marked-up interest rates or from flat rate commission amounts. Our auto finance sales team uses purchased industry data to provide quantitative analysis of dealer sales history to target strong dealerships as the starting point of building long lasting, successful relationships. Local, quick decisions, broad hour coverage, personalized customer service, and prompt contract funding are keys to our success in this competitive line of business. Additionally, our process has been designed to integrate with existing dealership practices, utilize an industry leading decision engine, which provides our internal underwriters with the tools needed to respond quickly to loans meeting our credit policy criteria.

Our underwriting guidelines for indirect auto loans adhere to no specific loan-to-value ratio because the primary focus is on the ability of the borrower to repay the loan rather than the value of the underlying collateral. Our underwriting procedures for indirect auto loans include an evaluation of an applicant's credit profile along with certain applicant specific characteristics to arrive at an estimate of the associated credit risk. Additionally, internal underwriters may also verify an applicant's employment income and/or residency or where appropriate, verify an applicant's payment history directly with the applicant's creditors. We will also generally verify receipt of the automobile and other information directly with the borrower.

Indirect auto finance customers receive a fixed rate loan in an amount and at an interest rate that is commensurate to their FICO credit score, consumer payment credit history, loan term, and based on our underwriting procedures. The amount financed by us will generally be up to the full sales price of the vehicle plus sales tax, dealer preparation fees, license fees and title fees, plus the cost of service and warranty contracts and "GAP" insurance coverage obtained in connection with the vehicle or the financing (such amounts in addition to the sales price, collectively the "Additional Vehicle Costs"). Accordingly, the amount financed by us generally may exceed, depending on the credit score and applicant's profile, in the case of new vehicles, the manufacturer's suggested retail price of the financed vehicle and the Additional Vehicle Costs. In the case of used vehicles, if the applicant meets our creditworthiness criteria, the amount financed may exceed the vehicle's value as assigned by the NADA Official Used Car Guide, our primary reference source of used cars and the Additional Vehicle Costs.

Our indirect auto portfolio at June 30, 2016, consisted of 5,084 installment loan contracts with a weighted-average contract rate of 4.02%, an average FICO credit score of 744, and an average loan to value ratio of 105.28% based on wholesale dealer invoice on new cars and the NADA Official Used Car Guide for used cars. Approximately 96% were originated through manufacturer franchised dealerships and approximately 4% were originated through independent dealerships; 54% were contracts on new vehicles and 46% were contracts on used vehicles. The loan term is averaging 71 months which is comparable to national auto industry data.

Because our primary focus for indirect auto loans is on the credit quality of the customer rather than the value of the collateral, the collectability of an indirect auto loan is more likely than a single-family first mortgage loan to be affected by adverse personal circumstances. We rely on the borrower's continuing financial stability, rather than on the value of the vehicle, for the repayment of an indirect auto loan. Because automobiles usually rapidly depreciate in value, it is unlikely that a repossessed vehicle will cover repayment of the outstanding loan balance.

Consumer Lending.   Our consumer loans consist of loans secured by deposits accounts or personal property such as automobiles, boats, and motorcycles, as well as unsecured consumer debt. At June 30, 2016 , our consumer loans totaled $4.6 million , or 0.3% of our loan portfolio. We originate our consumer loans primarily in our market areas.

Consumer loans generally have shorter terms to maturity, which reduces our exposure to changes in interest rates. In addition, management believes that offering consumer loan products helps to expand and create stronger ties to our existing customer base by increasing the number of customer relationships and providing cross-marketing opportunities.

Our underwriting standards for consumer loans include a determination of the applicant's credit history and an assessment of the applicant's ability to meet existing obligations and payments on the proposed loan. The stability of the applicant's monthly income may be determined by verification of gross monthly income from primary employment, and additionally from any verifiable secondary income.

Consumer loans generally entail greater risk than do one-to-four family residential mortgage loans, particularly in the case of consumer loans that are unsecured or secured by rapidly depreciable assets, such as automobiles. In these cases, any repossessed collateral for a defaulted loan


14




may not provide an adequate source of repayment of the outstanding loan balance. As a result, consumer loan collections are dependent on the borrower's continuing financial stability and thus are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy.

Commercial Loans

Commercial Real Estate Lending. We originate commercial real estate loans, including loans secured by hotels, office space, office/warehouse, retail strip centers, vehicle dealerships, mini-storage facilities, medical and professional buildings, retail sites, and churches located in our market areas. As of June 30, 2016 , $ 486.6 million or 26.6% of our total loan portfolio was secured by commercial real estate property, including multifamily loans totaling $63.9 million, or 3.5% of our total loan portfolio. Of the remaining amount, $168.4 million was identified as owner occupied commercial real estate, and $254.3 million was secured by income producing, or non-owner-occupied commercial real estate. Commercial real estate loans generally are priced at a higher rate of interest than one-to-four family residential loans. Typically, these loans have higher loan balances, are more difficult to evaluate and monitor, and involve a greater degree of risk than one-to-four family residential loans. Often payments on loans secured by commercial or multi-family properties are dependent on the successful operation and management of the property; therefore, repayment of these loans may be affected by adverse conditions in the real estate market or the economy. We generally require and obtain loan guarantees from financially capable parties based upon the review of personal financial statements. If the borrower is a corporation, we generally require and obtain personal guarantees from the corporate principals based upon a review of their personal financial statements and individual credit reports.

The average outstanding loan size in our commercial real estate portfolio was $445,000 as of June 30, 2016 . Given the Bank's recent expansions into new mid-sized metropolitan areas, the Bank's commercial focus is on developing and fostering strong banking relationships with small to mid-size clients within our market area. At June 30, 2016 , the largest commercial real estate loan in our portfolio was to a local borrower in Charlotte, NC for $7.8 million, secured by a multi-tenant office building in Knoxville, TN. Our largest multi-family loan as of June 30, 2016 was a 95 unit townhouse complex on approximately 7.25 acres in Morristown, Tennessee with an outstanding balance of $5.7 million. Both of these loans were performing according to their original repayment terms as of June 30, 2016 .

We offer both fixed- and adjustable-rate commercial real estate loans. Our commercial real estate mortgage loans generally include a balloon maturity of five years or less. Amortization terms are generally limited to 20 years. Adjustable rate based loans typically include a floor and ceiling interest rate and are indexed to The Wall Street Journal prime rate, or the one-month London Interbank Offered Rate ("LIBOR"), plus or minus an interest rate margin and rates generally adjust daily. The maximum loan to value ratio for commercial real estate loans is generally up to 80% on purchases and refinances. We require appraisals of all non-owner occupied commercial real estate securing loans in excess of $250,000, and all owner-occupied commercial real estate securing loans in excess of $500,000, performed by independent appraisers. For loans less than these amounts, we may use the tax assessed value, broker price opinions, and/or a property inspection in lieu of an appraisal.

If we foreclose on a commercial real estate loan, our holding period for the collateral typically is longer than for one-to-four family residential mortgage loans because there are fewer potential purchasers of the collateral. Further, our commercial real estate loans generally have relatively large balances to single borrowers or related groups of borrowers. Accordingly, if we make any errors in judgment in the collectability of our commercial real estate loans, any resulting charge-offs may be larger on a per loan basis than those incurred with our retail loan portfolios.

Construction and Development Lending. Leading up to the housing crisis that began in late 2007, we had been an active originator of commercial real estate construction loans, more specifically construction and development loans falling into two categories: i) land, lots and development loans, and ii) commercial construction development loans. Given the severity of housing crisis, the Bank made a strategic decision to largely exit both types of loan categories over the past several years. However, our expansion into larger metro markets over the last two years combined with the hiring of experienced commercial real estate relationship managers, credit officers, and the development of a construction risk management group to better manage construction risk, the Bank made a conscience effort to grow the construction and development portfolio. Our land, lots, and development loans are predominately for the purchase or refinance of unimproved land held for future residential development, improved residential lots held for speculative investment purposes and for the future construction of speculative one-to-four family or commercial real estate. Our commercial construction development loans are for the development of business properties and multi-family dwellings.

At June 30, 2016, our construction and development loans totaled $86.8 million, or 4.7% of our total loan portfolio. At June 30, 2016, $40.0 million or 46.1% of our construction and development loans required interest-only payments. A minimal amount of these construction loans provide for interest payments to be paid out of an interest reserve, which is established in connection with the origination of the loan pursuant to which we will fund the borrower's monthly interest payments and add the payments to the outstanding principal balance of the loan. Unfunded commitments at June 30, 2016 totaled $97.3 million compared to $17.0 million at June 30, 2015. Land acquisition and development loans are included in the construction and development loan portfolio, and represent loans made to developers for the purpose of acquiring raw land and/or for the subsequent development and sale of residential lots. Such loans typically finance land purchase and infrastructure development of properties (i.e. roads, utilities, etc.) with the aim of making improved lots ready for subsequent sale to consumers or builders for ultimate construction of residential units. The primary source of repayment is generally the cash flow from developer sale of lots or improved parcels of land, secondary sources and personal guarantees, which may provide an additional measure of security for such loans.

Land acquisition and development loans are generally secured by property in our primary market areas. In addition, these loans are secured by a first lien on the property, are generally limited up to 65% of the lower of the acquisition price or the appraised value of the land and generally have a maximum amortization term of ten years with a balloon maturity of up to three years. We require title insurance and, if applicable, a hazardous waste survey reporting that the land is free of hazardous or toxic waste. At June 30, 2016, our land acquisition and development loans in our commercial construction and development portfolio totaled $39.8 million. The largest land acquisition and development loan had an outstanding balance at June 30, 2016 of $2.7 million and was performing according to its repayment terms. The subject loan is secured by


15




residential property under development and is located in Wake County, NC. At June 30, 2016, 12 land acquisition and development loans totaling $1.4 million were on non-accrual status.

Part of our land, lot, and development portfolio consists of speculative construction loans for homes. These homes typically have an average price ranging from $200,000 to $500,000. Speculative construction loans are made to home builders and are termed "speculative" because the home builder does not have, at the time of loan origination, a signed contract with a home buyer who has a commitment for permanent financing with either us or another lender for the finished home. The home buyer may be identified either during or after the construction period, with the risk that the builder will have to fund the debt service on the speculative construction loan and finance real estate taxes and other carrying costs of the completed home for a significant period of time after the completion of construction, until a home buyer is identified. Loans to finance the construction of speculative single-family homes and subdivisions are generally offered to experienced builders with proven track records of performance, are qualified using the same standards as other commercial loan credits, and require cash reserves to carry projects through construction completions and sale of the project. These loans require payment of interest-only during the construction phase. At June 30, 2016, loans for the speculative construction of single family properties totaled $20.3 million compared to $8.7 million at June 30, 2015. At June 30, 2016, we had five borrowers with an aggregate outstanding loan balance over $1.0 million which comprise 77.9% of the total balance for the speculative construction of single family properties and secured by properties located in our market areas. At June 30, 2016, no speculative construction loans were on non-accrual status. Unfunded commitments at June 30, 2016 totaled $17.8 million compared to $9.1 million at June 30, 2015.

Commercial construction and construction to permanent loans include multi-family, apartment, retail, office/warehouse and office buildings and are offered on an adjustable interest rate or fixed interest rate basis. Adjustable interest rate based loans typically include a floor and ceiling interest rate and are indexed to The Wall Street Journal prime rate, plus or minus an interest rate margin. The initial construction period is generally limited to 12 to 24 months from the date of origination, and amortization terms are generally limited to 20 years; however, amortization terms of up to 25 years may be available for certain property types based on elevated underwriting and qualification criteria. Construction to permanent loans generally include a balloon maturity of five years or less; however, balloon maturities of greater than five years are allowed on a limited basis depending on factors such as property type, amortization term, lease terms, pricing, or the availability of credit enhancements. Construction loan proceeds are disbursed commensurate with the percentage of completion of work in place, as documented by periodic internal or third party inspections. The maximum loan-to-value limit applicable to these loans is generally 80% of the appraised post-construction value. Disbursement of funds is at our sole discretion and is based on the progress of construction. At June 30, 2016 we had $26.7 million of non-residential construction loans included in our commercial construction and development loan portfolio.

We require all real estate securing construction and development loans to be appraised by an independent Bank-approved state-licensed or state-certified real estate appraiser. General liability, builder's risk hazard insurance, title insurance, and flood insurance (as applicable, for properties located or to be built in a designated flood hazard area) are also required on all construction and development loans.

Construction and development lending affords us the opportunity to achieve higher interest rates and fees with shorter terms to maturity than the rates and fees generated by our single-family permanent mortgage lending.

For the reasons set forth below, construction and development lending involves additional risks when compared with permanent residential lending. Our construction and development loans are based upon estimates of costs in relation to values associated with the completed project. Funds are advanced upon the collateral for the project based on an estimate of costs that will produce a future value at completion. Because of the uncertainties inherent in estimating construction costs, as well as the market value of the completed project and the effects of governmental regulation on real property, it is relatively difficult to evaluate accurately the total funds required to complete a project and the completed project loan-to-value ratio. Changes in the demand, such as for new housing, and higher than anticipated building costs may cause actual results to vary significantly from those estimated. This type of lending also typically involves higher loan principal amounts and is often concentrated with a small number of builders. These loans often involve the disbursement of funds with repayment substantially dependent on the success of the ultimate project and the ability of the borrower to sell or lease the property or obtain permanent take-out financing, rather than the ability of the borrower or guarantor to repay principal and interest. If our appraisal of the value of a completed project proves to be overstated, we may have inadequate security for the repayment of the loan upon completion of construction of the project and may incur a loss. Because construction loans require active monitoring of the building process, including cost comparisons and on-site inspections, these loans are more difficult and costly to monitor. Increases in market rates of interest may have a more pronounced effect on construction loans by rapidly increasing the end-purchasers' borrowing costs, thereby reducing the overall demand for the project. Properties under construction are often difficult to sell and typically must be completed in order to be successfully sold which also complicates the process of working out problem construction loans. This may require us to advance additional funds and/or contract with another builder to complete construction and assume the market risk of selling the project at a future market price, which may or may not enable us to fully recover unpaid loan funds and associated construction and liquidation costs. Furthermore, in the case of speculative construction loans, there is the added risk associated with identifying an end-purchaser for the finished project.

Commercial and Industrial Loans.   We typically offer commercial and industrial loans to small businesses located in our primary market areas. These loans are primarily originated as conventional loans to business borrowers, which include lines of credit, term loans, and letters of credit. These loans are typically secured by collateral and are used for general business purposes, including working capital financing, equipment financing, capital investment, and general investments. Loan terms vary from typically one to five years. The interest rates on such loans are either fixed rate or adjustable rate indexed to The Wall Street Journal prime rate plus a margin. Inherent with our extension of business credit is the business deposit relationship which frequently includes multiple accounts and related services from which we realize low cost deposits plus service and ancillary fee income.


16




Commercial and industrial loans typically have shorter maturity terms and higher interest rates than real estate loans, but generally involve more credit risk because of the type and nature of the collateral. We are focusing our efforts on small- to medium-sized, privately-held companies with local or regional businesses that operate in our market areas. At June 30, 2016 , commercial and industrial loans totaled $ 73.3 million , which represented 4.0% of our total loan portfolio. Our commercial business lending policy includes credit file documentation and analysis of the borrower's background, capacity to repay the loan, the adequacy of the borrower's capital and collateral, as well as an evaluation of other conditions affecting the borrower. Analysis of the borrower's past, present and future cash flows is also an important aspect of our credit analysis. We generally obtain personal guarantees on our commercial business loans.

Repayment of our commercial and industrial loans is often dependent on the cash flows of the borrower, which may be unpredictable, and the collateral securing these loans may fluctuate in value. Our commercial business loans are originated primarily based on the identified cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. Most often, this collateral consists of equipment, inventory or accounts receivable. Credit support provided by the borrower for most of these loans and the probability of repayment is based on the liquidation of the pledged collateral and enforcement of a personal guarantee, if any. As a result, in the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers. The collateral securing other loans may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the business.

Municipal Leases.   We offer ground and equipment lease financing to fire departments located primarily throughout North Carolina and, to a lesser extent, South Carolina. Municipal leases are secured primarily by a ground lease in our name with a sublease to the borrower for a firehouse or an equipment lease for fire trucks and firefighting equipment. We originate these loans primarily through a third party that assigns the lease to us after we fund the loan. All leases are underwritten directly by us prior to funding. These leases are at a fixed rate of interest and may have a term to maturity of up to 20 years.

At June 30, 2016 , municipal leases totaled $ 103.2 million , which represented 5.6% of our total loan portfolio. At that date, $37.8 million, or 36.8% of our municipal leases were secured by fire trucks, $23.5 million, or 22.9%, were secured by firehouses, $39.5 million or 38.4%, were secured by both, with the remaining $2.4 million or 1.9% secured by miscellaneous firefighting equipment. At June 30, 2016 , the average outstanding municipal lease size was $353,000. These loans are our highest yielding loans since the interest earned is tax-exempt, and this portfolio has the lowest delinquency rate of any of our loan types.

Repayment of our municipal leases is often dependent on the tax revenues collected by the county/municipality on behalf of the fire department. Although a municipal lease does not constitute a general obligation of the county/municipality for which the county/municipality's taxing power is pledged, a municipal lease is ordinarily backed by the county/municipality's covenant to budget for, appropriate and pay the tax revenues to the fire department. However, certain municipal leases contain "non-appropriation" clauses which provide that the municipality has no obligation to make lease or installment purchase payments in future years unless money is appropriated for such purpose on a yearly basis. In the case of a "non-appropriation" lease, our ability to recover under the lease in the event of non-appropriation or default will be limited solely to the repossession of the leased property, without recourse to the general credit of the lessee, and disposition or releasing of the property might prove difficult. At June 30, 2016 , $3.0 million of our municipal leases contained a non-appropriation clause.

Loan Originations, Purchases, Sales, Repayments and Servicing

We originate both fixed-rate and adjustable-rate loans. Our ability to originate loans, however, is dependent upon customer demand for loans in our market area. Demand is affected by competition and the interest rate environment. During the past few years, we, like many other financial institutions, have experienced significant prepayments on loans due to the low interest rate environment prevailing in the United States. In periods of economic uncertainty, the ability of financial institutions, including us, to originate large dollar volumes of real estate loans may be substantially reduced or restricted, with a resultant decrease in interest income. We do not generally purchase loans or loan participations except for municipal leases and HELOCs. We actively sell the majority of our long-term fixed-rate residential first mortgage loans to the secondary market at the time of origination and retain our adjustable-rate residential mortgages and fixed-rate mortgages with terms to maturity less than or equal to 15 years and other consumer and commercial loans. During the years ended June 30, 2016 and 2015 we sold $92.5 million and $ 81.3 million , respectively, of predominantly one-to-four family loans to the secondary market. We release the servicing on the loans we sell into the secondary market. Loans are generally sold on a non-recourse basis. 

In addition to interest earned on loans and loan origination fees, we receive fees for loan commitments, late payments and other miscellaneous services. The fees vary from time to time, generally depending on the supply of funds and other competitive conditions in the market.


17




The following table shows our loan origination, purchase, sale and repayment activities for the periods indicated.

Years Ended June 30,

2016

2015

2014

Originations: (1)

Retail consumer:

(In thousands)

One-to-four family

$

173,540


$

163,652


$

141,743


Home equity - originated

50,406


46,728


30,030


Construction and land/lots

42,493


49,689


49,455


Indirect auto finance

87,844


53,010


9,598


Consumer

4,192


3,113


3,294


Commercial loans:




Commercial real estate

137,660


112,349


35,773


Construction and development

164,945


47,955


13,389


Commercial and industrial

22,933


34,583


18,960


Total loans originated

$

684,013


$

511,079


$

302,242


Purchases:




Retail consumer:

Home equity - purchased

$

109,045


$

79,039


$

-


Commercial loans:




Commercial real estate

489


648


330


Municipal leases

11,118


15,282


15,814


Loans acquired through business combination

-


87,529


377,093


Total loans purchased or acquired

$

120,652


$

182,498


$

393,237


Sales and repayments:




Retail consumer:

One-to-four family

$

92,054


$

73,474


$

85,829


Home equity - originated

15


-


117


Construction and land/lots

-


-


219


Consumer

1


-


27


Commercial loans:

Commercial real estate

89


6,386


427


Construction and development

44


805


213


Commercial and industrial

287


594


-


Total sales

92,490


81,259


86,832


Principal repayments

565,142


420,232


284,535


Total reductions

$

657,632


$

501,491


$

371,367


Net increase

$

147,033


$

192,086


$

324,112


________________________________________________

(1)

Originations include one-to-four loans originated for sale of $92.0 million, $74.4 million, and $73.5 million for years ended June 30, 2016 , 2015 , and 2014 , respectively.

Asset Quality

Loan Delinquencies and Collection Procedure.   When a borrower fails to make a required payment on a residential real estate loan, we attempt to cure the delinquency by contacting the borrower. A late notice is sent 15 days after the due date, and the borrower may also be contacted by phone at this time. If the delinquency continues, subsequent efforts are made to contact the delinquent borrower and additional collection notices and letters are sent. When a loan is 90 days delinquent, we may commence repossession or a foreclosure action. Reasonable attempts are made to collect from borrowers prior to referral to an attorney for collection. In certain instances, we may modify the loan or grant a limited moratorium on loan payments to enable the borrower to reorganize their financial affairs, and we attempt to work with the borrower to establish a repayment schedule to cure the delinquency.


18




Delinquent consumer loans are handled in a similar manner, except that late notices are sent within 30 days after the due date. Our procedures for repossession and sale of consumer collateral are subject to various requirements under the applicable consumer protection laws, as well as, other applicable laws and the determination by us that it would be beneficial from a cost basis.

Delinquent commercial loans are initially handled by the relationship manager of the loan, who is responsible for contacting the borrower. Larger problem commercial loans are transferred to the Bank's Special Assets Department for resolution or collection activities. The Special Assets Department may work with the commercial relationship managers to see that the necessary steps are taken to collect delinquent loans, while ensuring that standard default notices and letters are mailed to the borrower. If a commercial loan becomes more problematic, or goes 90 days past the due date, a Special Assets officer will take over the loan for further collection activities including any legal action that may be necessary. If an acceptable workout or disposition plan of a delinquent commercial loan cannot be reached, we generally initiate foreclosure or repossession proceedings on any collateral securing the loan.

The following table sets forth our loan delinquencies by type, by amount and by percentage of type at June 30, 2016 .

Loans Delinquent For:

Total Loans Delinquent

30-89 Days

90 Days and Over

30 Days or More

Number

Amount

Percent of

Loan

Category

Number

Amount

Percent of

Loan

Category

Number

Amount

Percent of

Loan

Category

(Dollars in thousands)

Retail consumer loans:

One-to-four family

54


$

3,514


0.56

%

65


$

5,476


0.88

%

119


$

8,990


1.44

%

Home equity - originated

4


220


0.13


12


377


0.23


16


597


0.37


Construction and land/lots

2


100


0.26


6


119


0.31


8


219


0.57


Indirect auto finance

8


182


0.17


1


-


-


9


182


0.17


Consumer

3


4


0.09


7


4


0.09


10


8


0.17


Commercial loans:










Commercial real estate

10


1,436


0.30


14


3,353


0.69


24


4,789


0.98


Construction and development

2


371


0.43


11


1,296


1.49


13


1,667


1.92


Commercial and industrial

3


216


0.29


36


2,819


3.85


39


3,035


4.14


Total

86


$

6,043


0.33

%

152


$

13,444


0.73

%

238


$

19,487


1.06

%

Nonperforming Assets.   Nonperforming assets were $24.5 million, or 0.90% of total assets at June 30, 2016 , compared to $31.9 million, or 1.15%, at June 30, 2015 .

Over the past several years we have significantly improved our risk profile by aggressively managing and reducing our problem assets. We continue to believe our level of nonperforming assets is manageable, and we believe that we have sufficient capital and human resources to manage the collection of our nonperforming assets in an orderly fashion. However, our operating results could be adversely impacted if we are unable to significantly manage our nonperforming assets.

Loans are placed on nonaccrual status when the collection of principal and/or interest becomes doubtful or other factors involving the loan warrant placing the loan on nonaccrual status. Troubled debt restructurings 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. During the fiscal year ended June 30, 2016 , 55 loans for $6.1 million were modified from their original terms and were identified in our asset quality reports as a troubled debt restructuring. This compares to 46 loans for $6.3 million that were modified in the fiscal year ended June 30, 2015 . As of June 30, 2016 , the outstanding balance of troubled debt restructured loans was $33.7 million, comprised of 366 loans as compared to $31.0 million comprised of 289 loans at June 30, 2015 .

Once a nonaccruing troubled debt restructuring has performed according to its modified terms for six months and the collection of principal and interest under the revised terms is deemed probable, the troubled debt restructuring is removed from nonaccrual status. At June 30, 2016 , $4.6 million of troubled debt restructurings were classified as nonaccrual, including $1.2 million of construction and development loans, the largest of which was $1.0 million. As of June 30, 2016 , $28.3 million, or 84.0% of the restructured loans have a current payment status as compared to $21.9 million, or 57.9% at June 30, 2015 . Performing troubled debt restructurings increased $6.4 million , or 29.1% , from June 30, 2015 to June 30, 2016. The table below sets forth the amounts and categories of nonperforming assets.


19




At June 30,

2016

2015

2014

2013

2012

Nonaccruing loans: (1)

Retail consumer loans:

(In thousands)

One-to-four family

$

9,192


$

10,523


$

14,917


$

29,811


$

27,659


Home equity - originated

1,026


1,856


2,749


3,793


4,781


Home equity - purchased

-


-


-


-


-


Construction and land/lots

188


465


443


2,172


3,437


Indirect auto finance

20


-


-


-


-


Consumer

15


49


27


42


76


Commercial loans:





Commercial real estate

3,222


5,103


12,953


21,149


15,008


Construction and development

1,417


3,461


5,697


10,172


12,583


Commercial and industrial

3,019


3,081


1,134


1,422


637


Municipal leases

419


316


-


-


-


Total nonaccruing loans

18,518


24,854


37,920


68,561


64,181


Real Estate Owned assets:






Retail consumer loans:






One-to-four family

794


1,613


3,876


4,276


7,297


Home equity - originated

30


20


627


642


-


Home equity - purchased

-


-


-


-


-


Construction and land/lots

846


1,096


1,613


1,861


1,616


Indirect auto finance

-


-


-


-


-


Consumer

-


-


-


-


-


Commercial loans:






Commercial real estate

1,211


978


3,820


2,016


2,449


Construction and development

3,075


3,317


4,725


2,943


4,768


Commercial and industrial

-


-


-


-


-


Municipal leases

-


-


-


-


-


Total foreclosed assets

5,956


7,024


14,661


11,738


16,130


Total nonperforming assets

$

24,474


$

31,878


$

52,581


$

80,299


$

80,311


Total nonperforming assets as a percentage of total assets

0.90

%

1.15

%

2.53

%

5.07

%

4.67

%

Performing Troubled Debt Restructurings

$

28,263


$

21,891


$

22,179


$

14,012


$

20,588


_______________________________________

(1)

Purchased credit impaired ("PCI") loans totaling $ 6,607 at June 30, 2016 , $8,158 at June 30, 2015 , and $9,091 at June 30, 2014 are excluded from nonaccruing loans due to the accretion of discounts established in accordance with the acquisition method of accounting for business combinations. There were no PCI loans prior to 2014.

For the years ended June 30, 2016 and 2015 , gross interest income which would have been recorded had the nonaccruing loans been current in accordance with their original terms amounted to $1.2 million and $2.0 million, respectively. The amount that was included in interest income on such loans was $1.1 million and $2.7 million, respectively. At June 30, 2016 , $24.3 million in impaired loans were individually evaluated for impairment; $686,000 of the allowance for loan losses was allocated to these individually impaired loans at period-end. A loan is impaired when it is probable, based on current information and events, that we will be unable to collect all contractual principal and interest payments due in accordance with the terms of the loan agreements. Troubled debt restructurings are also considered impaired. Impaired loans are measured on an individual basis for individually significant loans based on the present value of expected future cash flows discounted at the loan's effective interest rate or, as a practical expedient, at the loan's observable market price or the fair value of the collateral if the loan is collateral dependent. The amount of impairment, if any, and any subsequent changes are included in the allowance for loan losses.

We record real estate owned ("REO") (property acquired through a lending relationship) at fair value less cost to sell on a non-recurring basis. All REO properties are recorded at amounts which are equal to the lower of the related loan balance or the fair value of the properties based on independent appraisals (reduced by estimated selling costs) upon transfer of the loans to REO. From time to time, non-recurring fair value adjustments to REO are recorded to reflect partial write-downs based on an observable market price or current appraised value of property. The individual carrying values of these assets are reviewed for impairment at least annually and any additional impairment charges are expensed to operations. For the years ended June 30, 2016 and 2015 , we recognized $318,000 and $406,000, respectively, of REO impairment charges.


20




Within our nonaccruing loans, as of June 30, 2016 we had a total of three nonaccrual lending relationships, each with aggregate loan exposures in excess of $1.0 million that collectively comprised $ 3.1 million , or 16.7% of our total nonaccruing loans. The single largest relationship was $1.1 million at that date. Our nonaccruing loan exposures in excess of $1.0 million are included in the following table (dollars in thousands):

Amount

Percent of Total

Nonaccruing Loans

Collateral Securing the Indebtedness

Geographic Location

$

1,072


5.79

%

1 st  Lien on one-to-four family residential real estate

Rutherford County, NC

1,022


5.52


1 st  Lien on improved commercial land

Buncombe County, NC

1,000


5.40


1 st  Lien on business equipment

Sullivan County, TN

$

3,094


16.71

%

At June 30, 2016 , we had $6.0 million of REO, the largest of which had a book value of $877,000 and is related to a commercial/residential construction and development project located in Duncan, SC. The second and third largest REO properties at June 30, 2016 consist of undeveloped land located in Anderson County, TN and commercial real estate located in Boiling Springs, NC with book values of $756,000 and $648,000, respectively. At June 30, 2016 all other REO properties have individual book values of less than $400,000.

REO decreased $1.1 million , to $6.0 million at June 30, 2016 primarily due to the sale of $3.0 million in REO, partially offset by $2.2 million in transfers from loans. The total balance of REO included $3.9 million in land, construction and development projects (both residential and commercial), $1.2 million in commercial real estate, and $824,000 in single-family homes at June 30, 2016.

In fiscal 2016 , we liquidated $6.3 million in REO based on contractual loan values at the time of foreclosure, realizing $2.8 million in net proceeds, or 44.2%, of the foreclosed contractual loan balances. As of June 30, 2016, the book value of our REO, expressed as a percentage of the related contractual loan balances at the time the properties were transferred to REO was 38.1%.

Other Loans of Concern.   In addition to the nonperforming assets set forth in the table above, as of June 30, 2016 , there were 491 accruing loans totaling $59.6 million with respect to which known information about the possible credit problems of the borrowers have caused management to have concerns as to the ability of the borrowers to comply with present loan repayment terms and which may result in the future inclusion of such items in the nonperforming asset categories. These loans have been considered in management's determination of our allowance for loan losses.

Classified Assets.   Loans and other assets, such as debt and equity securities considered to be of lesser quality, are classified as "substandard," "doubtful" or "loss." An asset is considered "substandard" if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. "Substandard" assets include those characterized by the "distinct possibility" that the insured institution will sustain "some loss" if the deficiencies are not corrected. Assets classified as "doubtful" have all of the weaknesses in those classified "substandard," with the added characteristic that the weaknesses present make "collection or liquidation in full," on the basis of currently existing facts, conditions and values, "highly questionable and improbable." Assets classified as "loss" are those considered "uncollectible" and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted.

When we classify a problem asset as either substandard or doubtful, we may establish a specific allowance for loan losses in an amount deemed prudent by management. When we classify problem assets as "loss," we either establish a specific allowance for losses equal to 100% of that portion of the asset so classified or charge off such amount. Our determination as to the classification of our assets and the amount of our valuation allowances is subject to review by our bank regulators, which may order the establishment of additional general or specific loss allowances. Assets which do not currently expose us to sufficient risk to warrant classification in one of the aforementioned categories but possess weakness are designated by us as "special mention."


21




We regularly review the problem assets in our portfolio to determine whether any assets require classification in accordance with applicable regulations. On the basis of management's review of our assets, at June 30, 2016 , our classified assets (consisting of $ 53.0 million of loans and $ 6.0 million of REO) totaled $58.9 million , or 2.17%, of our assets, of which $18.5 million was included in nonaccruing loans. The aggregate amounts of our classified assets and special mention loans at the dates indicated (as determined by management), were as follows:

At June 30,

2016

2015

Classified Assets:

(In thousands)

Loss

$

48


$

56


Doubtful

1,375


2,539


Substandard

– performing

33,826


48,271


– nonaccruing

17,704


23,243


Total classified loans

52,953


74,109


REO

5,956


7,024


Total classified assets

58,909


81,133


Special mention loans

25,144


36,972


Total classified assets and special mention loans

$

84,053


$

118,105


Allowance for Loan Losses.   The allowance for loan losses is a valuation account that reflects our estimation of the losses in our loan portfolio to the extent they are reasonable to estimate. The allowance is maintained through provisions for loan losses that are charged to earnings in the period they are established. We charge losses on loans against the allowance for loan losses when we believe the collection of loan principal is unlikely. Recoveries on loans previously charged off are added back to the allowance.

In recent years, home and lot sales activity and real estate values have improved along with general economic conditions in our market areas resulting in materially lower loan charge-offs and nonaccruing loans than in prior fiscal years. Proactively managing our loan portfolio and aggressively resolving troubled assets has been and will continue to be a primary focus for us. As a result, our nonperforming assets declined substantially over the last two years. At June 30, 2016 , our nonaccruing loans decreased to $18.5 million as compared to $24.9 million at June 30, 2015 , and $37.9 million at June 30, 2014 . At June 30, 2016 , $8.1 million, or 43.7%, of our total nonaccruing loans were current on their loan payments as compared to $8.5 million, or 34.3%, of total nonaccruing loans at June 30, 2015. During fiscal 2016 classified assets decreased $22.2 million, or 27.4%, to $58.9 million and delinquent loans (loans delinquent 30 days or more) decreased $10.4 million, or 34.7%, to $19.5 million at June 30, 2016 . There were $1.1 million and $1.2 million in net loan charge-offs during the fiscal years ended June 30, 2016 and 2015 , respectively. There was no provision for loan losses during fiscal 2016 as compared to $150,000 during fiscal 2015. We did not record a loan loss provision in fiscal 2016 as our improved risk profile, as indicated by the improvement in our key credit quality metrics, offset any additional allowance that might have been required to cover loan growth. Although we continue to actively engage our borrowers in resolving remaining problem assets, future additions to our allowance for loan losses will be meaningfully influenced by the course of economic conditions in our primary market areas as well as the national economy.

At June 30, 2016 , our allowance for loan losses was $21.3 million, or 1.16%, of our total loan portfolio, and 115.0% of total nonaccruing loans. Excluding loans acquired, which have been recorded at fair value with an appropriate credit discount, the allowance for loan losses was 1.32% of total loans at June 30, 2016 . Management's estimation of an appropriate allowance for loan losses is inherently subjective as it requires estimates and assumptions that are susceptible to significant revisions as more information becomes available or as future events change. The level of allowance is based on estimates and the ultimate losses may vary from these estimates. Large groups of smaller balance homogeneous loans, such as residential real estate, small commercial real estate, home equity and consumer loans, are evaluated in the aggregate using historical loss factors adjusted for current economic conditions. Assessing the allowance for loan losses is inherently subjective as it requires making material estimates, including the amount and timing of future cash flows expected to be received. In the opinion of management, the allowance, when taken as a whole, reflects estimated loan losses in our loan portfolio.

A loan is considered impaired when, based on current information and events, it is probable that we will be unable to collect the scheduled payments of principal or interest when due. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

Future additions to the allowance for loan losses may be necessary if economic and other conditions in the future differ substantially from the current operating environment. In addition, the Federal Reserve and the NCCOB as an integral part of their examination process periodically review our loan and REO portfolios and the related allowance for loan losses and valuation allowance for foreclosed real estate. The regulators may require the allowance for loan losses or the valuation allowance for foreclosed real estate to be increased based on their review of information available at the time of the examination, which would negatively affect our earnings.


22




The following table summarizes the distribution of the allowance for loan losses by loan category at the dates indicated.

At June 30,

2016

2015

2014

2013

2012

Amount

Percent

of loans

in each

category

to total

loans

Amount

Percent

of loans

in each

category

to total

loans

Amount

Percent

of loans

in each

category

to total

loans

Amount

Percent

of loans

in each

category

to total

loans

Amount

Percent

of loans

in each

category

to total

loans

(Dollars in thousands)

Allocated at end of period to:

Retail consumer loans:

One-to-four family

$

6,595


34.04

%

$

7,990


38.61

%

$

10,527


44.09

%

$

15,098


51.69

%

$

14,557


50.36

%

Home equity - originated

1,997


8.91


1,777


9.56


2,487


9.90


3,827


10.77


3,531


11.61


Home equity - purchased

558


7.88


432


4.27


-


-


-


-


-


-


Construction and land/lots

1,344


2.08


1,822


2.73


2,420


3.95


2,890


4.42


2,955


4.35


Indirect auto finance

1,016


5.92


464


3.11


113


0.59


-


-


-


-


Consumer

61


0.25


128


0.22


184


0.42


138


0.29


129


0.31


Commercial loans:









Commercial real estate

6,430


26.55


6,339


26.20


5,439


25.21


6,583


19.81


6,454


19.37


Construction and development

1,908


4.74


1,581


3.83


1,241


3.78


2,399


2.06


6,253


3.44


Commercial and industrial

721


4.00


1,104


5.03


249


4.97


156


0.98


315


1.18


Municipal leases

662


5.63


737


6.44


769


7.09


982


9.98


906


9.38


Total loans

$

21,292


100.00

%

$

22,374


100.00

%

$

23,429


100.00

%

$

32,073


100.00

%

$

35,100


100.00

%


23




The following table sets forth an analysis of our allowance for loan losses at the dates and for the periods indicated.

Years Ended June 30,

2016

2015

2014

2013

2012

(Dollars in thousands)

Balance at beginning of period:

$

22,374


$

23,429


$

32,073


$

35,100


$

50,140


Provision for (recovery of) loan losses

-


150


(6,300

)

1,100


15,600


Charge-offs:






Retail consumer loans:






One-to-four family

799


1,878


3,269


1,855


9,355


Home equity - originated

94


551


330


1,023


3,573


Construction and land/lots

321


483


804


770


3,690


Indirect auto finance

281


107


-


-


-


Consumer

168


274


33


67


131


Total retail consumer loans

1,663


3,293


4,436


3,715


16,749


Commercial loans:






Commercial real estate

200


704


413


1,624


3,083


Construction and development

259


368


377


1,568


12,770


Commercial and industrial

1,582


495


110


84


210


Municipal leases

-


-


-


-


-


Total commercial loans

2,041


1,567


900


3,276


16,063


Total charge-offs

3,704


4,860


5,336


6,991


32,812


Recoveries:






Retail consumer loans:






One-to-four family

683


758


875


617


120


Home equity - originated

157


231


153


95


59


Construction and land/lots

44


95


624


137


183


Indirect auto finance

58


34


-


-


-


Consumer

292


91


10


5


-


Total retail consumer loans

1,234


1,209


1,662


854


362


Commercial loans:






Commercial real estate

883


479


120


252


1,202


Construction and development

265


1,311


1,052


1,656


516


Commercial and industrial

240


656


159


102


92


Municipal leases

-


-


-


-


-


Total commercial loans

1,388


2,446


1,331


2,010


1,810


Total recoveries

2,622


3,655


2,993


2,864


2,172


Net charge-offs

1,082


1,205


2,343


4,127


30,640


Balance at end of period

$

21,292


$

22,374


$

23,429


$

32,073


$

35,100


Net charge-offs during the period to average loans outstanding during the period  (1)

0.06

%

0.07

%

0.19

%

0.34

%

2.34

%

Net charge-offs during the period to average non-performing assets (1)

3.77

%

2.89

%

3.40

%

4.99

%

38.73

%

Allowance as a percentage of nonperforming assets

87.00

%

70.19

%

44.56

%

39.94

%

43.71

%

Allowance as a percentage of total loans (2)

1.16

%

1.33

%

1.56

%

2.75

%

2.85

%

______________

(1)

In accordance with regulatory guidance, we charged-off $16.7 million related to impaired loans for which we previously had recorded valuation allowances for the year ended June 30, 2012.

(2) 

Excluding loans acquired, which have been recorded at fair value with an appropriate credit discount, the allowance for loan losses was 1.32%, 1.58%, and 2.05% of total loans at June 30, 2016 , 2015 , and 2014 , respectively.


24




Investment Activities

The Bank invests in various securities based on investment policies that have been approved by our board of directors and adhere to bank regulations. These securities include: United States Treasury obligations, securities of various federal agencies, including mortgage-backed securities, callable agency securities, certain certificates of deposit of insured banks and savings institutions, certain bankers' acceptances, repurchase agreements, investment grade corporate bonds and commercial paper, federal funds, and limited types of equity securities. See "How We Are Regulated - HomeTrust Bank" for a discussion of additional restrictions on our investment activities.

Our chief executive officer and chief financial officer have the basic responsibility for the management of our investment portfolio, subject to the direction and guidance of the board of directors. These officers consider various factors when making decisions, including the marketability, maturity, and tax consequences of the proposed investment. The maturity structure of investments will be affected by various market conditions, including the current and anticipated slope of the yield curve, the level of interest rates, the trend of new deposit inflows, and the anticipated demand for funds via deposit withdrawals and loan originations and purchases.

The general objectives of our investment portfolio are to provide liquidity when loan demand is high, to assist in maintaining earnings when loan demand is low and to optimize earnings while satisfactorily managing risk, including credit risk, reinvestment risk, liquidity risk, and interest rate risk. At June 30, 2016 , our investment portfolio consisted primarily of U.S. government agency securities and mortgage-backed securities all held as available for sale. We currently do not have any investments held to maturity or for trading.

These securities are of high quality, possess minimal credit risk, and have an aggregate market value in excess of total amortized cost as of June 30, 2016 . For more information, please see Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations - Asset/Liability Management" and Note 3 of the Notes to Consolidated Financial Statements contained in Item 8 in this report.

The Company began purchasing commercial paper during fiscal 2015 in conjunction with its short-term leverage strategy, to take advantage of higher returns with relatively low risk, yet remain highly liquid. The commercial paper balance at June 30, 2016 was $229.9 million . Our securities available for sale increased significantly in fiscal 2015 primarily due to the acquisition of ten branch banking locations in Virginia and North Carolina from Bank of America Corporation and additional funds from FHLB borrowings. For more information, please see Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations - Comparison of Financial Condition at June 30, 2015 and June 30, 2014" and Note 1 of the Notes to Consolidated Financial Statements contained in Item 8 in this report.

We do not currently participate in hedging programs, stand-alone contracts for interest rate caps, floors or swaps, or other activities involving the use of off-balance sheet derivative financial instruments and have no present intention to do so. Further, we do not invest in securities which are not rated investment grade.

As a member of the FHLB of Atlanta, we had $23.3 million in stock of the FHLB of Atlanta at June 30, 2016 . For the years ended June 30, 2016 and 2015 , we received $1.1 million and $562,000, respectively, in dividends from the FHLB of Atlanta. As a member bank of the Federal Reserve, the Bank is required to maintain stock in the Federal Reserve Bank of Richmond ("FRB"). At June 30, 2016 we had $6.2 million in FRB stock. For the years ended June 30, 2016 and 2015 , we received $370,000 and $313,000, respectively, in dividends from the FRB.

The following table sets forth the composition of our securities portfolio and other investments at the dates indicated. All securities at the dates indicated have been classified as available for sale. At June 30, 2016 , our securities portfolio did not contain securities of any issuer with an aggregate book value in excess of 10% of our equity capital, excluding those issued by the United States government or its agencies or United States government sponsored entities.

At June 30,

2016

2015

2014

Book

Value

Fair

Value

Book

Value

Fair

Value

Book

Value

Fair

Value

(In thousands)

Securities available for sale:

U.S. government agencies

$

77,356


$

77,980


$

115,683


$

116,071


$

38,085


$

38,093


Mortgage-backed securities

95,668


97,408


120,294


120,809


111,455


111,436


Municipal bonds

16,242


17,234


16,359


16,678


15,951


16,220


Corporate bonds

7,773


7,967


3,889


3,985


2,912


3,025


Equity securities

63


63


63


63


-


-


Total securities available for sale

197,102


200,652


256,288


257,606


168,403


168,774


FHLB stock

23,304


23,304


22,541


22,541


3,697


3,697


FRB stock

6,182


6,182


6,170


6,170


-


-


Total securities

$

226,588


$

230,138


$

284,999


$

286,317


$

172,100


$

172,471



25




The composition and contractual maturities of our investment securities portfolio as of June 30, 2016 , excluding equity securities, FHLB, and FRB stock, are indicated in the following table. Maturities are based on the final contractual payment dates, and do not reflect the impact of prepayments or early redemptions that may occur.

June 30, 2016

1 year or less

Over 1 year to 5 years

Over 5 to 10 years

Over 10 years

Total

Securities available for sale:

(Dollars in thousands)

U.S. government agencies:

Amortized cost

$

-


$

72,970


$

4,386


$

-


$

77,356


Fair value

-


73,334


4,646


-


77,980


Weighted average yield

-

%

1.16

%

2.56

%

-

%

1.24

%

Mortgage-backed securities

Amortized cost

7


2,185


20,712


72,764


95,668


Fair value

7


2,226


20,937


74,238


97,408


Weighted average yield

2.77

%

1.85

%

1.58

%

2.03

%

1.93

%

Municipal bonds

Amortized cost

-


4,176


9,104


2,962


16,242


Fair value

-


4,250


9,761


3,223


17,234


Weighted average yield

-

%

1.94

%

3.50

%

3.65

%

3.13

%

Corporate bonds

Amortized cost

407


2,578


4,788


-


7,773


Fair value

411


2,706


4,850


-


7,967


Weighted average yield

2.65

%

4.06

%

2.52

%

-

%

3.04

%

Total securities

Amortized cost

$

414



$

81,909



$

38,990



$

75,726



$

197,039


Fair value

$

418



$

82,516



$

40,194



$

77,461



$

200,589


Weighted average yield

2.65

%

1.31

%

2.25

%

2.09

%

1.80

%


Sources of Funds

General.   Our sources of funds are primarily deposits, borrowings, payments of principal and interest on loans, and funds provided from operations.

Deposits.   We offer a variety of deposit accounts with a wide range of interest rates and terms to both consumers and businesses. Our deposits consist of savings, money market and demand accounts, and certificates of deposit ("CDs"). We solicit deposits primarily in our market areas. At June 30, 2016 , 2015 and 2014 , we had $13.6 million, $14.5 million, and $14.9 million in brokered deposits, respectively, which included certificates of deposit made under our participation in the Certificate of Deposit Account Registry Service® ("CDARS"). Through CDARS, we can provide a depositor the ability to place up to $50.0 million on deposit with us while receiving FDIC insurance on the entire deposit by placing customer funds in excess of the FDIC deposit limits with other financial institutions in the CDARS network. In return, these financial institutions place customer funds with us on a reciprocal basis. As of June 30, 2016 , core deposits, which we define as our non-certificate or non-time deposit accounts, represented approximately 75.4% of total deposits.

We primarily rely on competitive pricing policies, marketing, and customer service to attract and retain deposits. The flow of deposits is influenced significantly by general economic conditions, changes in money market and prevailing interest rates and competition. The variety of deposit accounts we offer has allowed us to be competitive in obtaining funds and to respond with flexibility to changes in consumer demand. We have become more susceptible to short-term fluctuations in deposit flows as customers have become more interest rate conscious. We try to manage the pricing of our deposits in keeping with our asset/liability management, liquidity and profitability objectives, subject to competitive factors. Based on our experience, we believe that our deposits are relatively stable sources of funds. Despite this stability, our ability to attract and maintain these deposits and the rates paid on them has been and will continue to be significantly affected by market conditions.

A large percentage of our deposits are in CDs. Our liquidity could be reduced if a significant amount of CDs, maturing within a short period of time, were not renewed. Historically, a significant portion of our CDs remain with us after they mature and we believe that this will continue. However, the need to retain these time deposits could result in an increase in our cost of funds.


26




The following table sets forth our deposit flows during the periods indicated.

Years Ended June 30,

(Dollars in thousands)

2016

2015

2014

Beginning balance

$

1,872,126


$

1,583,047


$

1,154,750


Deposits acquired from business combination

-


422,596


466,463


Net deposits withdrawals

(73,961

)

(138,409

)

(43,430

)

Interest credited

4,531


4,892


5,264


Ending balance

$

1,802,696


$

1,872,126


$

1,583,047


Net increase (decrease)

$

(69,430

)

$

289,079


$

428,297


Percent increase (decrease)

(3.71

)%

18.26

%

37.09

%

The following table sets forth the dollar amount of savings deposits in the various types of deposit programs offered by us at the dates indicated.

2016

2015

2014

Amount

Percent

of Total

Amount

Percent

of Total

Amount

Percent

of Total

(Dollars in thousands)

Transaction and Savings Deposits:

Interest-bearing checking

$

403,574


22.39

%

$

387,379


20.69

%

$

295,386


18.66

%

Noninterest-bearing checking

225,336


12.50


204,050


10.90


123,285


7.79


Savings

210,817


11.70


221,674


11.84


175,974


11.12


Money market

520,320


28.86


481,948


25.74


354,247


22.38


Total non-certificates

$

1,360,047


75.45

%

$

1,295,051


69.18

%

$

948,892


59.94

%

Certificates:







0.00-0.99%

$

385,342


21.38

%

$

473,539


25.29

%

$

480,437


30.35

%

1.00-1.99%

40,841


2.27


64,126


3.43


107,730


6.81


2.00-2.99%

2,760


0.15


24,915


1.33


33,660


2.13


3.00-3.99%

9,275


0.51


10,065


0.54


7,900


0.50


4.00-4.99%

4,427


0.25


4,426


0.24


4,428


0.28


5.00% and over

4


-


4


-


-


-


Total certificates

$

442,649


24.55

%

$

577,075


30.82

%

$

634,155


40.06

%

Total deposits

$

1,802,696


100.00

%

$

1,872,126


100.00

%

$

1,583,047


100.00

%


27




The following table shows rate and maturity information for our CDs at June 30, 2016

0.00-

0.99%

1.00-

1.99%

2.00-

2.99%

3.00-

3.99%

4.00-

4.99%

5.00%

or

greater

Total

Percent

of

Total

(In thousands)

Quarter ending:

September 30, 2016

$

153,807


$

7,130


$

759


$

3,998


$

-


$

-


$

165,694


37.6

%

December 31, 2016

61,509


6,634


2


2


-


2


68,149


15.4


March 31, 2017

48,608


4,288


-


-


-


-


52,896


11.9


June 30, 2017

34,636


4,150


-


-


-


-


38,786


8.8


September 30, 2017

15,471


4,570


-


3


-


-


20,044


4.5


December 31, 2017

12,128


3,436


-


-


-


-


15,564


3.5


March 31, 2018

7,904


3,728


-


95


-


-


11,727


2.6


June 30, 2018

8,183


1,466


-


51


12


-


9,712


2.2


September 30, 2018

5,989


1,145


-


99


-


-


7,233


1.6


December 31, 2018

5,239


552


5


-


-


-


5,796


1.3


March 31, 2019

3,964


765


-


-


-


-


4,729


1.1


June 30, 2019

3,915


1,499


-


-


-


-


5,414


1.2


Thereafter

23,989


1,478


1,994


5,027


4,415


2


36,905


8.3


Total

$

385,342


$

40,841


$

2,760


$

9,275


$

4,427


$

4


$

442,649


100.0

%

Percent of total

87.1

%

9.2

%

0.6

%

2.1

%

1.0

%

-

%

100.0

%

The following table indicates the amount of our CDs by time remaining until maturity as of June 30, 2016 .

Maturity

3 Months

or Less

Over

3 to 6

Months

Over

6 to 12

Months

Over

12 Months

Total

(In thousands)

CDs less than $100,000

$

95,648


$

39,799


$

55,384


$

66,448


$

257,279


CDs of $100,000 or more

68,360


27,399


34,281


48,900


178,940


Public funds (1)

1,686


951


2,017


1,776


6,430


Total certificates of deposit

$

165,694


$

68,149


$

91,682


$

117,124


$

442,649


_______________________________

(1)

Deposits from government and other public entities.

Borrowings .   Although deposits are our primary source of funds, we may utilize borrowings to manage interest rate risk or as a cost-effective source of funds when they can be invested at a positive interest rate spread for additional capacity to fund loan demand according to our asset/liability management goals. Our borrowings consist of advances from the FHLB of Atlanta. In November 2014, management made a strategic decision to increase our borrowings of low-cost FHLB funds to generate additional net interest income with the proceeds, as well as dividend income from the required purchase of additional FHLB stock.

We may obtain advances from the FHLB of Atlanta upon the security of certain of our mortgage loans and mortgage-backed and other securities. These advances may be made pursuant to several different credit programs, each of which has its own interest rate, range of maturities and call features, and all long-term advances are required to provide funds for residential home financing. As of June 30, 2016 , we had $491.0 million in FHLB advances outstanding and the ability to borrow an additional $63.7 million. In addition to FHLB advances, at June 30, 2016 we had a $186.5 million line of credit with the FRB, subject to qualifying collateral, and $60.0 million available through lines of credit with three unaffiliated banks. See Note 10 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for more information about our borrowings.


28




The following tables set forth information regarding our borrowings at the end of and during the periods indicated.

Year ended June 30,

2016

2015

2014

(Dollars in thousands)

Maximum balance:

Federal Home Loan Bank advances

$

507,000


$

475,000


$

55,939


Average balances:

Federal Home Loan Bank advances

$

482,576


$

245,464


$

6,109


Weighted average interest rate:

Federal Home Loan Bank advances

0.31

%

0.20

%

0.20

%

At June 30,

2016

2015

2014

(Dollars in thousands)

Balance outstanding at end of period:

Federal Home Loan Bank advances

$

491,000


$

475,000


$

50,000


Weighted average interest rate:




Federal Home Loan Bank advances

0.42

%

0.20

%

0.20

%

Subsidiary and Other Activities

HomeTrust Bank has one operating subsidiary, Western North Carolina Service Corporation ("WNCSC"), whose primary purpose is to own several office buildings in Asheville, North Carolina which are leased to HomeTrust Bank. Our capital investment in WNCSC as of June 30, 2016 was $919,000.

Employees

At June 30, 2016 , we had a total of 421 full-time employees and 44 part-time employees. Our employees are not represented by any collective bargaining group. Management considers its employee relations to be good. Management also considers our employees to be a great team of highly engaged, competent and caring people who effectively deliver our brand promise to customers every day that "It's Just Better Here." Their performance creates word-of-mouth referrals that result in the growth of new customers and expanded customer relationships.

Internet Website

We maintain a website with the address www.hometrustbancshares.com. The information contained on our website is not included as a part of, or incorporated by reference into, this Annual Report on Form 10-K. Other than an investor's own Internet access charges, we make available free of charge through our website our Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to these reports, as soon as reasonably practicable after we have electronically filed such material with, or furnished such material to, the SEC.

HOW WE ARE REGULATED

General.  HomeTrust Bancshares, Inc. is subject to examination and supervision by, and is required to file certain reports with, the Federal Reserve. HomeTrust Bancshares, Inc. is also subject to the rules and regulations of the SEC under the federal securities laws.

The Bank is subject to examination and regulation primarily by the NCCOB and the Federal Reserve. This system of regulation and supervision establishes a comprehensive framework of activities in which the Bank may engage and is intended primarily for the protection of depositors and the FDIC deposit insurance fund. The Bank is periodically examined by the NCCOB and the Federal Reserve to ensure that it satisfies applicable standards with respect to its capital adequacy, assets, management, earnings, liquidity and sensitivity to market interest rates. The NCCOB and the Federal Reserve also regulates the branching authority of the Bank. The Bank's relationship with its depositors and borrowers is regulated by federal consumer protection laws. The CFPB issues regulations under those laws that the Bank must comply with. The Bank's relationship with its depositors and borrowers is also regulated by state laws with respect to certain matters, including the enforceability of loan documents.

On August 25, 2014, the Bank converted from a federal savings bank to a national bank. In connection with the conversion of the Bank, HomeTrust Bancshares, Inc. changed from a savings and loan holding company to a bank holding company, regulated under the Bank Holding Company Act ("BHCA"). On December 31, 2015, the Bank converted from a national bank to a North Carolina state-chartered bank and remained a member of the Federal Reserve System. Prior to December 31, 2015, the Bank was regulated by the OCC. In connection with the recent charter change, the Company elected to be treated as a financial holding company.


29




The following is a brief description of certain laws and regulations applicable to HomeTrust Bancshares, Inc. and the Bank. Descriptions of laws and regulations here and elsewhere in this report do not purport to be complete and are qualified in their entirety by reference to the actual laws and regulations. Legislation is introduced from time to time in the United States Congress that may affect the operations of HomeTrust Bancshares and the Bank. In addition, the regulations that govern us may be amended from time to time. Any such legislation or regulatory changes in the future could adversely affect our operations and financial condition.

Financial Regulatory Reform. The Dodd-Frank Act, which was enacted in July 2010, imposed new restrictions and an expanded framework of regulatory oversight for financial entities, including depository institutions and their holding companies.

The following summarizes significant aspects of the Dodd-Frank Act that may materially affect the operations and condition of HomeTrust Bank and HomeTrust Bancshares:

Dodd-Frank Act established the CFPB and empowered it to exercise broad regulatory, supervisory and enforcement authority with respect to both new and existing consumer financial protection laws. HomeTrust Bank is subject to consumer protection regulations issued by the CFPB, but as a smaller financial institution, HomeTrust Bank is generally subject to NCCOB supervision and enforcement with respect to its compliance with federal consumer financial protection laws and CFPB regulations.

Bank holding companies are required to serve as a source of strength for their banking subsidiaries.

The federal banking agencies were required to promulgate new rules on regulatory capital, for both depository institutions, and their holding companies. These are described below.

The prohibition on payment of interest on demand deposits was repealed.

Deposit insurance was permanently increased to $250,000.

The deposit insurance assessment base for FDIC insurance became the depository institution's total average assets minus the sum of its average tangible equity during the assessment period, rather than the level of deposits.

The minimum reserve ratio of the FDIC deposit insurance fund increased to 1.35% of estimated annual insured deposits or assessment base; however, the FDIC is directed to "offset the effect" of the increased reserve ratio for insured depository institutions with total consolidated assets of less than $10.0 billion.

Regulation of HomeTrust Bank

The Bank is subject to regulation and oversight by the NCCOB and the Federal Reserve extending to all aspects of its operations, including but not limited to requirements concerning an allowance for loan losses, lending and mortgage operations, interest rates received on loans and paid on deposits, the payment of dividends to the Company, loans to officers and directors, mergers and acquisitions, capital, and the opening and closing of branches. See "- Current Capital Requirements for HomeTrust Bank," "-Limitations on Dividends and Other Capital Distributions" and "-New Capital Rules" for additional details.

As a state-chartered institution, the Bank is subject to periodic examinations by the NCCOB and the Federal Reserve. During these examinations, the examiners assess compliance with state banking regulations and the safety and soundness standards on such matters as loan underwriting and documentation, asset quality, earnings standards, internal controls and audit systems, interest rate risk exposure, and employee compensation and benefits. Any institution that fails to comply with these standards must submit a compliance plan.

The Bank is subject to a statutory lending limit on aggregate loans to one person or a group of persons combined because of certain relationships and common interests. That limit is generally equal to 15% of unimpaired capital and surplus, which was $45.3 million as of June 30, 2016. The limit is increased to 25% for loans fully secured by readily marketable collateral . The Bank has no lending relationships in excess of its lending limit.

The NCCOB and the Federal Reserve have enforcement responsibility over the Bank and the authority to bring actions against the Bank and certain institution-affiliated parties, including officers, directors, and employees, for violations of laws or regulations and for engaging in unsafe and unsound practices. Formal enforcement actions include the issuance of a capital directive or cease and desist order, civil money penalties, removal of officers and/or directors, and receivership or conservatorship of the institution.

Pursuant to the Dodd-Frank Act, federal banking and securities regulators issued final rules to implement Section 619 of the Dodd-Frank Act (the "Volcker Rule"). These rules became effective April 15, 2014, with a conformance period for certain features lasting until July 21, 2015. Generally, subject to a transition period and certain exceptions, the Volcker Rule restricts insured depository institutions and their affiliates from engaging in short-term proprietary trading of certain securities, investing in funds not registered with the SEC with collateral not entirely comprised of loans, and from engaging in hedging activities that do not hedge a specific identified risk.

Insurance of Accounts and Regulation by the FDIC.   The deposit insurance fund of the FDIC insures deposit accounts in HomeTrust Bank up to $250,000 per separately insured deposit ownership right or category. The FDIC may initiate an action for termination of deposit insurance, if it is deemed warranted based on violations or other unsafe and unsound conduct at the institution.


30




The Dodd-Frank Act establishes 1.35% as the minimum reserve ratio (the ratio of the net worth of the fund to aggregate insured deposits). The FDIC has adopted a plan under which it will meet this ratio by September 30, 2020, the deadline imposed by the Dodd-Frank Act. The FDIC is required to offset the effect of the increase in the reserve ratio on institutions with assets less than $10 billion of the increase in the statutory minimum reserve ratio to 1.35% from the former statutory minimum of 1.15%. In addition to the statutory minimum ratio, the FDIC must designate a reserve ratio, known as the designated reserve ratio or DRR, which may exceed the statutory minimum. The FDIC has established 2.0% as the DRR.

Implementing the Dodd-Frank Act requirement that the FDIC's deposit insurance assessments be based on assets instead of deposits, the FDIC has issued rules specifying that specify that the assessment base for a bank is equal to its total average consolidated assets less average tangible equity. Until the FDIC's reserve ratio reaches 1.15%, the FDIC assessment rates for an institution with assets of less than $10 billion (like the Bank) generally range from approximately 2.5 basis points to 45 basis points, depending on applicable adjustments. Effective for the quarter beginning July 1, 2016 or the quarter that begins after the reserve ratio reserve ratio reaches 1.15%, the assessment rates for such an institution will range from 3 to 30 basis points, based on the institution's weighted average CAMELS component ratings and certain financial ratios. These rates are subject to downward adjustment (not below 1.5 basis points) based on the ratio of unsecured debt the institution has issued to its assessment base, and to upward adjustment based on its holdings of unsecured debt issued by other insured institutions. Assessment rates are expected to decrease in the future as the reserve ratio increases in specified increments. To implement the offset requirement, FDIC regulations require that institutions with assets of $10 billion or more pay a surcharge during a temporary period, and smaller institutions will receive certain credits when the reserve ratio reaches 1.38%. No institution may pay a dividend if it is in default on its federal deposit insurance assessment.

Transactions with Related Parties.   Transactions between the Bank and its affiliates are required to be on terms as favorable to the Bank as transactions with non-affiliates. Certain of these transactions, such as loans to an affiliate, are restricted to a percentage of the Bank's capital, and loans to affiliates require eligible collateral in specified amounts. HomeTrust Bancshares, Inc is an affiliate of the Bank.

Federal law generally prohibits loans by HomeTrust Bancshares to its executive officers and directors, but there is a specific exception for loans made by HomeTrust Bank to its executive officers and directors in compliance with federal banking laws. However, HomeTrust Bank's authority to extend credit to its executive officers, directors and 10% shareholders ("insiders"), as well as entities those insiders control, is limited. The individual and aggregate amounts of loans that HomeTrust Bank may make to insiders are based, in part, on HomeTrust Bank's capital level and require that certain board approval procedures be followed. Such loans are required to be made on terms substantially the same as those offered to unaffiliated individuals and not involve more than the normal risk of repayment. There is an exception for loans made pursuant to a benefit or compensation program that is widely available to all employees of the institution and does not give preference to insiders over other employees. Loans to executive officers are subject to additional limitations based on the type of loan involved.

Current Capital Requirements for HomeTrust Bank.   The Bank is required to maintain specified levels of regulatory capital under federal banking regulations. The capital adequacy requirements are quantitative measures established by regulation that require the Bank to maintain minimum amounts and ratios of capital. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by bank regulators that, if undertaken, could have a direct material effect on the Company's financial statements.

Institutions that are not well capitalized are subject to certain restrictions on brokered deposits and interest rates on deposits. Under certain circumstances, regulators are required to take certain actions against banks that fail to meet the minimum ratios for an "adequately capitalized institution." Any such institution must submit a capital restoration plan and, until such plan is approved may not increase its assets, acquire another depository institution, establish a branch or engage in any new activities, or make capital distributions.

Beginning on January 1, 2015 (with some changes transitioned into full effectiveness over two to four years), the Bank became subject to new capital requirements established by the Federal Reserve and adopted by the NCCOB, which create a new required ratio for common equity Tier 1 ("CET1") capital, increase the leverage and Tier 1 capital ratios, change the risk-weightings of certain assets for purposes of the risk-based capital ratios, and change what qualifies as capital for purposes of meeting these various capital requirements. The Bank is also required to maintain additional levels of Tier 1 common equity (the capital conservation buffer) over the minimum risk-based capital levels before it may pay dividends, repurchase shares, or pay discretionary bonuses.


The new minimum requirements are a ratio of common equity Tier 1 capital (CET1 capital) to total risk-weighted assets the ("CET1 risk-based ratio") of 4.5%, a Tier 1 capital ratio of 6.0%, a total capital ratio of 8.0%, and a leverage ratio of 4.0%.


The term "CET1" means generally common stock and retained earnings.

The term "leverage ratio" means the ratio of Tier 1 capital to adjusted total assets. The term "Tier 1 capital ratio" means the ratio of Tier 1 capital to risk-weighted assets. The term "total capital ratio" means the ratio of total capital to risk-weighted assets.

The term "Tier 1 capital" generally consists of CET1 and certain noncumulative perpetual preferred stock and related earnings, and excludes most intangible assets.

"Total capital" consists of the sum of an institution's Tier 1 capital and its Tier 2 capital. Tier 2 capital consists generally of certain cumulative and other perpetual preferred stock, certain subordinated debt and other maturing capital instruments, the amount of the institution's allowance for loan and lease losses up to 1.25% of risk-weighted assets and certain unrealized gains on equity securities.

In addition to the capital requirements, there are a number of changes in what constitutes regulatory capital, subject to a certain transition period. These changes include the phasing-out of certain instruments as qualifying capital. The Bank does not have any of these instruments. Mortgage


31




servicing and deferred tax assets over designated percentages of CET1 are deducted from capital, subject to a transition period ending December 31, 2017. Because of our asset size, we are not considered an advanced approaches banking organization and have elected to permanently opt-out of the inclusion of unrealized gains and losses on available for sale debt and equity securities in our capital calculations.


The new requirements also include changes in the risk-weighting of assets to better reflect credit risk and other risk exposure. These include a 150% risk weight (up from 100%) for certain high volatility commercial real estate acquisition, development and construction loans and for non-residential mortgage loans that are 90 days past due or otherwise in nonaccrual status; a 20% (up from 0%) credit conversion factor for the unused portion of a commitment with an original maturity of one year or less that is not unconditionally cancellable; and a 250% risk weight (up from 100%) for mortgage servicing and deferred tax assets that are not deducted from capital.

In addition to the minimum CET1, Tier 1 and total risk-based capital ratios, the Bank must maintain a capital conservation buffer consisting of additional CET1 capital equal to 2.5% of risk-weighted assets 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 is being phased in beginning in January 2016 at 0.625% of risk-weighted assets and increasing each year until fully implemented in January 2019.

Under the FDIC's prompt corrective action regulations, a bank is deemed to be "well-capitalized" when its CET1, Tier 1, total risk-based, and leverage capital ratios are at least 6.5% (new), 8% (increased from 6%), 10% (unchanged), and 5% (unchanged), respectively. A bank is deemed to be "adequately capitalized" or better if its capital ratios meet or exceed the minimum federal regulatory capital requirements, and "undercapitalized" if it fails to meet these minimal capital requirements. A bank is "significantly undercapitalized" if its CET1, Tier 1, total risk-based and leverage capital ratios fall below 3%, 4%, 6%, and 3%, respectively and "critically undercapitalized" if the institution has a ratio of tangible equity to total assets that is equal to or less than 2%. See Footnote 18 "Capital" in Part II, Item 8 of this report for additional details.

At June 30, 2016, the Bank was considered a "well-capitalized" institution under both state and federal regulations.

Community Reinvestment and Consumer Protection Laws.   In connection with its deposit-taking, lending and other activities, the Bank is subject to a number of federal laws designed to protect consumers and promote lending to various sectors of the economy and population. The CFPB issues regulations and standards under these federal consumer protection laws, which include the Equal Credit Opportunity Act, the Truth-in-Lending Act, the Home Mortgage Disclosure Act, the Real Estate Settlement Procedures Act and others. The CFPB has promulgated a number of proposed and final regulations under these laws that will affect our consumer businesses. Among these regulatory initiatives, are final regulations setting "ability to repay" and "qualified mortgage" standards for residential mortgage loans and establishing new mortgage loan servicing and loan originator compensation standards. The Bank is evaluating these recent CFPB regulations and proposals and devotes substantial compliance, legal and operational business resources to ensure compliance with these consumer protection standards. In addition, customer privacy regulations limit the ability of the Bank to disclose nonpublic consumer information to non-affiliated third parties. These regulations require disclosure of privacy policies and allow consumers to prevent certain personal information from being shared with non-affiliated parties.

The CRA requires that the Federal Reserve assess the Bank's record in meeting the credit needs of the communities it serves, especially low and moderate income neighborhoods. Under the CRA, institutions are assigned a rating of "outstanding," "satisfactory," "needs to improve," or "substantial non-compliance." The Bank received an "outstanding" rating in its most recent CRA evaluation.

Bank Secrecy Act / Anti-Money Laundering Laws.   The Bank is subject to the Bank Secrecy Act and other anti-money laundering laws and regulations, including the USA PATRIOT Act of 2001. These laws and regulations require the Bank to implement policies, procedures, and controls to detect, prevent, and report money laundering and terrorist financing and to verify the identity of their customers. Violations of these requirements can result in substantial civil and criminal sanctions. In addition, provisions of the USA PATRIOT Act require the federal financial institution regulatory agencies to consider the effectiveness of a financial institution's anti-money laundering activities when reviewing mergers and acquisitions.

Limitations on Dividends.   NCCOB and the Federal Reserve regulations impose various restrictions on the ability of the Bank to pay dividends. The Bank generally may pay dividends during any calendar year in an amount up to 100% of net income for the year-to-date plus retained net income for the two preceding years, without the approval of the Federal Reserve. If the Bank proposes to pay a dividend that will exceed this limitation, it must obtain the Federal Reserve's prior approval. The Federal Reserve may object to a proposed dividend based on safety and soundness concerns. No insured depository institution may pay a dividend if, after paying the dividend, the institution would be undercapitalized. In addition, as noted above, beginning in 2016, if the Bank does not have the required capital conservation buffer, its ability to pay dividends to HomeTrust Bancshares, Inc. will be limited.


32




Holding Company Regulation

As a bank holding company under the BHCA, HomeTrust Bancshares, Inc. is subject to regulation, supervision, and examination by the Federal Reserve. The Federal Reserve has enforcement authority with respect to HomeTrust Bancshares, Inc. similar to its enforcement authority over the Bank. Applicable federal law and regulations limit the activities of HomeTrust Bancshares, Inc. and require the approval of (or in some cases, notice to) the Federal Reserve for any acquisition of a subsidiary, including another financial institution or holding company thereof, or a merger or acquisition of HomeTrust Bancshares, Inc. HomeTrust Bancshares, Inc. must serve as a source of strength for the Bank, maintaining the ability to provide financial assistance if the Bank suffers financial distress. These and other Federal Reserve policies may restrict the ability of HomeTrust Bancshares, Inc. to pay dividends. In addition, dividends from HomeTrust Bancshares, Inc. may depend, in part, upon its receipt of dividends from the Bank. As noted below, beginning in 2016, if HomeTrust Bancshares, Inc. does not have the required capital conservation buffer or otherwise meet its new capital requirements, its ability to pay dividends to its stockholders will be limited.

A bank holding company is required to give the Federal Reserve prior written notice of any purchase or redemption of its outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemption during the preceding 12 months, is equal to 10% or more of the company's consolidated net worth. The Federal Reserve may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe or unsound practice or would violate any law, regulation, Federal Reserve order, or any condition imposed by, or written agreement with, the Federal Reserve. This notification requirement does not apply to any company that meets the well-capitalized standard for bank holding companies, is well-managed, and is not subject to any unresolved supervisory issues.

Permissible Activities.   The business activities of HomeTrust Bancshares, Inc. are generally limited to those activities permissible for bank holding companies under Section 4(c)(8) of the BHCA, those permitted for a financial holding company under Section 4(f) of the BHCA, and certain additional activities authorized by regulation. The BHCA generally prohibits a financial holding company from acquiring direct or indirect ownership or control of more than 5% of the voting shares of any company which is not a bank or bank holding company. A bank holding company must obtain Federal Reserve approval before acquiring directly or indirectly, ownership or control of any voting shares of another bank or bank holding company if, after such acquisition, it would own or control more than 5% of such shares (unless it already owns or controls the majority of such shares).

Capital Requirements for HomeTrust Bancshares.   As a bank holding company, HomeTrust Bancshares, Inc. is subject to the minimum regulatory capital requirements established by the Federal Reserve regulation, which parallels the requirements discussed above under "Current Capital Requirements for HomeTrust Bank." See Footnote 18 "Capital" in Part II, Item 8 of this report for additional details.

At June 30, 2016, the HomeTrust Bancshares, Inc. was considered a "well-capitalized" institution under Federal Reserve regulations.

Federal Securities Law.   The stock of HomeTrust Bancshares, Inc is registered with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). HomeTrust Bancshares, Inc. is subject to the information, proxy solicitation, insider trading restrictions, and other requirements of the SEC under the Exchange Act.

The SEC has adopted regulations and policies applicable to a registered company under the Exchange Act that seek to increase corporate responsibility, provide for enhanced penalties for accounting and auditing improprieties and protect investors by improving the accuracy and reliability of corporate disclosures in SEC filings. These regulations and policies include very specific additional disclosure requirements and mandate new corporate governance practices.

On April 5, 2012, the JOBS Act was signed into law, which contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. We are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, (the "Securities Act"), as modified by the JOBS Act. We are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, an exemption from the requirement of holding a non-binding advisory vote on executive compensation. In addition, we will not be subject to certain requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes Oxley Act"), including the additional level of review of our internal control over financial reporting as may occur when outside auditors attest as to our internal control over financial reporting. As a result, our stockholders may not have access to certain information they may deem important. Further, we are eligible to delay adoption of new or revised accounting standards applicable to public companies and we may take advantage of the benefits of this extended transition period, although to date we have not done so. Accordingly, our financial statements may not be comparable to companies that comply with such new or revised accounting standards. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an "emerging growth company," whichever is earlier. The five year exemption period will expire on June 30, 2018.

On October 28, 2015, the Auditing Standards Board of the American Institute of Certified Public Accountants ("AICPA") issued Statement on Auditing Standards ("SAS") No. 130 - An Audit of Internal Control Over Financial Reporting That Is Integrated With an Audit of Financial Statement. Under SAS 130, our auditors will be required to opine on the effectiveness of internal controls over financial reporting for the fiscal year ended June 30, 2017. Prior to SAS 130 and our status as an emerging growth company, our auditors had the option to examine and report on management's assertion about the effectiveness of internal control over financial reporting.


33




Federal Taxation

General .  HomeTrust Bancshares Inc. and the Bank are subject to federal income taxation in the same general manner as other corporations, with some exceptions discussed below. The following discussion of federal taxation is intended only to summarize material federal income tax matters and is not a comprehensive description of the tax rules applicable to HomeTrust Bancshares and HomeTrust.

Method of Accounting .  For federal income tax purposes, the Company currently reports its income and expenses on the accrual method of accounting and uses a fiscal year ending on June 30th for filing its federal income tax return. The Small Business Protection Act of 1996 eliminated the use of the reserve method of accounting for bad debt reserves by savings institutions, effective for taxable years beginning after 1995.

Minimum Tax . The Internal Revenue Code ("IRC") imposes an alternative minimum tax at a rate of 20% on a base of regular taxable income plus certain tax preferences, called alternative minimum taxable income. The alternative minimum tax is payable to the extent such alternative minimum taxable income is in excess of the regular tax. Net operating losses can offset no more than 90% of alternative minimum taxable income. Certain payments of alternative minimum tax may be used as credits against regular tax liabilities in future years. At June 30, 2016 , we had alternative minimum tax credit carryforwards of approximately $4.2 million.

Net Operating Loss Carryovers .  A financial institution may carryback net operating losses to the preceding two taxable years and forward to the succeeding 20 taxable years. This provision applies to losses incurred in taxable years beginning after August 6, 1997. In 2009, IRC 172 (b) (1) was amended to allow businesses to carry back losses incurred in 2008 and 2009 for up to five years to offset 50% of the available income from the fifth year and 100% of the available income for the other four years. At June 30, 2016 , we had $62.2 million of net operating loss carryforwards for federal income tax purposes.

Corporate Dividends-Received Deduction.   HomeTrust Bancshares, Inc. will elect to file a consolidated return with the Bank. As a result, any dividends HomeTrust Bancshares, Inc. receives from the Bank will not be included as income to HomeTrust Bancshares, Inc. The corporate dividends-received deduction is 100%, or 80% in the case of dividends received from corporations with which a corporate recipient does not file a consolidated tax return, depending on the level of stock ownership of the payer of the dividend.

State Taxation

North Carolina.   On July 24, 2013, The Tax Simplification and Reduction Act of 2013 was signed into law. With this act, corporate income tax rates in North Carolina were reduced as net General Fund tax collection revenues goals were met. For tax years beginning on or after January 1, 2016, 2015, and 2014 the tax rate was 4%, 5%, and 6%, respectively. In August 2016, the state announced the revenue goals had been met and the new rate for 2017 would be 3.0%. The decrease in the North Carolina corporate tax rate will continue to decrease the deferred tax assets currently recorded on our balance sheet with a corresponding increase to our income tax provision, as temporary tax differences are reversed at lower state tax rates.

If a corporation in North Carolina does business in North Carolina and in one or more other states, North Carolina taxes a fraction of the corporation's income based on the amount of sales, payroll, and property it maintains within North Carolina. North Carolina franchise tax is levied on business corporations at the rate of $1.50 per $1,000 of the largest of the following three alternate bases: (i) the amount of the corporation's capital stock, surplus, and undivided profits apportionable to the state; (ii) 55% of the appraised value of the corporation's property in the state subject to local taxation; or (iii) the book value of the corporation's real and tangible personal property in the state less any outstanding debt that was created to acquire or improve real property in the state.

Any cash dividends, in excess of a certain exempt amount, that would be paid with respect to HomeTrust Bancshares common stock to a shareholder (including a partnership and certain other entities) who is a resident of North Carolina will be subject to the North Carolina income tax. Any distribution by a corporation from earnings according to percentage ownership is considered a dividend, and the definition of a dividend for North Carolina income tax purposes may not be the same as the definition of a dividend for federal income tax purposes. A corporate distribution may be treated as a dividend for North Carolina income tax purposes if it is paid from funds that exceed the corporation's earned surplus and profits under certain circumstances.

South Carolina. The state of South Carolina requires banks to file a bank tax return. As a multi-state bank, we pay taxes on the portion of revenue generated within the state. In 2016 and 2015 the tax rate was 4.5%.

Tennessee . The state of Tennessee requires banks to file a franchise and excise tax form for financial institutions. The franchise tax is based on the portion of revenue generated in the state, the net worth of the Bank, and the applicable franchise tax, which was $0.25 per $100 in 2016 and 2015. The excise tax is based on the taxable income (as defined by the state), the portion of revenue generated in the state, and the applicable excise tax, which was 6.5% in 2016 and 2015.

Virginia . The state of Virginia requires banks to file a bank franchise tax. The tax is based on the portion of capital deployed within the state and county level (as defined by the state) and taxed at $1 per $100 of taxable value. New banks are prorated based on the number of quarters in operation in the state during the year.


34




EXECUTIVE OFFICERS

The following individuals are executive officers of HomeTrust Bancshares and HomeTrust Bank and hold the offices set forth below opposite their names.

Name

Age (1)

Position

Dana L. Stonestreet

62

Chairman, President and Chief Executive Officer

Tony J. VunCannon

51

Executive Vice President, Chief Financial Officer and Treasurer

Howard L. Sellinger

63

Executive Vice President and Chief Information Officer

C. Hunter Westbrook

53

Executive Vice President and Chief Banking Officer

Teresa White

59

Executive Vice President, Chief Administration Officer and Corporate Secretary

Keith Houghton

54

Executive Vice President and Chief Credit Officer

Parrish Little

48

Executive Vice President and Chief Risk Officer

_________________________

(1)

As of June 30, 2016.

Biographical Information. Set forth below is certain information regarding the executive officers of HomeTrust Bancshares and HomeTrust Bank.  There are no family relationships among or between the executive officers.

Dana L. Stonestreet, Chairman and Chief Executive Officer .  As part of the CEO succession plan for HomeTrust Bancshares, Inc. and the Bank, Mr. Stonestreet, who had been serving as President and Chief Operating Officer and as a director of HomeTrust Bank since 2008 and as President and Chief Operating Officer of HomeTrust Bancshares, Inc. since HomeTrust Bank's mutual-to-stock conversion, became co-Chief Executive Officer of HomeTrust Bancshares, Inc. and the Bank in 2013. Mr. Stonestreet became President, Chairman and Chief Executive Officer of HomeTrust Bancshares, Inc. and the Bank effective at the annual meeting in November 2013. Mr. Stonestreet joined HomeTrust Bank in 1989 as its Chief Financial Officer and was promoted to Chief Operating Officer in 2003. Mr. Stonestreet began his career with Hurdman & Cranston (an accounting firm that was later merged into KPMG) as a certified public accountant. Mr. Stonestreet serves as a director of the HUB Community Economic Development Alliance Board. In addition, Mr. Stonestreet has served as Chairman of the Asheville Chamber of Commerce and as a director for RiverLink, the YMCA, United Way, the North Carolina Bankers Association and other community organizations. Mr. Stonestreet's 27 years of service with HomeTrust Bank gives him in-depth knowledge of nearly all aspects of its operations. Mr. Stonestreet's accounting background and prior service as HomeTrust Bank's Chief Financial Officer also provide him with a strong understanding of the various financial matters brought before the Board.

Tony J. VunCannon, Executive Vice President, Chief Financial Officer, and Treasurer.   Mr. VunCannon has served as HomeTrust Bank's Chief Financial Officer since July 2006. Mr. VunCannon joined the Bank in April 1992 as Controller; later becoming the Treasurer in March 1997 until July 2006 when he was named Chief Financial Officer. Prior to joining the Bank, Mr. VunCannon worked as an auditor in KPMG's Charlotte office where his focus was in the community banking sector. Mr. VunCannon is a graduate of the University of North Carolina at Chapel Hill with a Bachelor of Science Degree in Business Administration/Accounting. He is also a Certified Public Accountant.

Howard L. Sellinger, Executive Vice President and Chief Information Officer .  Mr. Sellinger has served as Chief Information Officer of HomeTrust Bank since July 1997. Mr. Sellinger joined HomeTrust Bank in 1975 as a management trainee. Mr. Sellinger became the Office Manager of the Skyland office from 1976 until 1978. His experience also includes being the Head of Mortgage Loan Operations with loan approval authority, the Head of Loan Servicing with workout approval authority, and was responsible for regulatory compliance in Lending and Deposit Operations for many years. In 1988, he was named Operations Manager and was promoted to Vice President and Chief Information Officer in 1997.

C. Hunter Westbrook, Executive Vice President and Chief Banking Officer .  Mr. Westbrook joined HomeTrust Bank in June 2012 as our Chief Banking Officer. He began his career in banking with TCF Bank in Minneapolis and later joined TCF National Bank Illinois as Senior Vice President of Finance. In 2004 he was promoted to Executive Vice President of Retail Banking for Illinois, Wisconsin and Indiana markets that included 250 branches and $4 billion in deposits. He also served as President and Chief Executive Officer of First Community Bancshares in Texas, from 2006 to 2008, where he was responsible for repositioning the bank's retail operating model and implemented the bank's retail and corporate lending product offerings. In his most recent role, Mr. Westbrook served as President and Chief Executive Officer of Second Federal Savings and Loan Association of Chicago, from 2010 to 2012, where he significantly grew core operating revenue, net checking account balances, and repositioned the bank's entire product line.

Teresa White, Executive Vice President and Chief Administration Officer .  Ms. White joined HomeTrust Bank in May 2011 as our Chief Administration Officer. Ms. White was also appointed as Corporate Secretary of HomeTrust Bank in December 2011. Prior to joining HomeTrust Bank, since 2006, Ms. White served as Senior Vice President, Chief of Human Resources and Training Officer for Capital Bank, Raleigh, North Carolina, a publicly held community bank with approximately $1.7 billion in assets. From 2005 to 2006, Ms. White served as Director, Corporate Human Resources, for Nash Finch Company, Edina, Minnesota, a leading food retail and distribution company. From 2002 to 2005, Ms. White served as Director of Human Resources for ConAgra Foods Snack Foods Group, Edina, Minnesota, a division of ConAgra Foods.

Keith Houghton, Executive Vice President and Chief Credit Officer. Mr. Houghton joined HomeTrust Bank in March of 2014 as our Chief Credit Officer. Mr. Houghton has more than 26 years of experience in the banking industry. For nearly 17 years, he held a variety of senior positions


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in the credit and lending areas with StellarOne Corporation, a Charlottesville, VA-based bank holding company with approximately $3 billion in assets, and its predecessors, until the sale of StellarOne to another bank in January 2014. The most recent of those positions was Chief Credit Risk Officer, which Mr. Houghton held since 2007.

Parrish Little, Executive Vice President and Chief Risk Officer. Mr. Little joined HomeTrust Bank in March 2015 as our Chief Risk Officer. Prior to joining HomeTrust Bank, Mr. Little served as Senior Vice President, Director of Risk Management from 2008 to 2013 and Chief Audit Executive in 2014 for First Citizens Bank and Trust, Columbia, South Carolina. From 1997 to 2007, he served in several leadership roles with Bank of America in the areas of internal audit and risk management.

Item 1A. Risk Factors

An investment in our common stock is subject to risks inherent in our business. Before making an investment decision, you should carefully consider the risks and uncertainties described below together with all of the other information included in this report. In addition to the risks and uncertainties described below, other risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and results of operations. The value or market price of our common stock could decline due to any of these identified or other risks, and you could lose all or part of your investment.

Risks Related to Our Business

Changes in economic conditions, particularly a further economic slowdown in our primary market areas, could hurt our business.

Our primary market areas are concentrated in North Carolina (including the Asheville metropolitan area, the "Piedmont" region, Charlotte, Raleigh), South Carolina (Greenville), East Tennessee (including Kingsport/Johnson City, Knoxville, and Morristown) and the Roanoke Valley area of Virginia. Adverse economic conditions in our market areas can reduce our rate of growth, affect our customers' ability to repay loans and adversely impact our financial condition and earnings. General economic conditions, including inflation, unemployment and money supply fluctuations, also may affect our profitability adversely. Weak economic conditions and ongoing strains in the financial and housing markets have resulted in higher levels of loan and lease delinquencies, problem assets and foreclosures and a decline in the values of the collateral securing our loans.

Although the U.S. economy and housing market, including in our market areas, appears to be improving, deterioration in economic conditions, particularly within our primary market areas could result in the following consequences, among others, any of which could materially hurt our business:

loan delinquencies may increase;

problem assets and foreclosures may increase;

demand for our products and services may decline;

collateral for our loans may decline in value, in turn reducing a customer's borrowing power and reducing the value of collateral securing our loans; and

the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us.

At June 30, 2016, the most significant portion of our loans located outside of our primary market areas was HELOCs-purchased totaling $144.4 million, or 7.9% of our loan portfolio, secured by one-to-four family properties located primarily in several western states. As a result, our financial condition and results of operations will be subject to general economic conditions and the real estate conditions prevailing in the markets in which the underlying properties securing these loans are located, as well as the conditions in our primary market areas. If economic conditions or if the real estate market declines in the areas in which these properties are located, we may suffer decreased net income or losses associated with higher default rates and decreased collateral values on our existing portfolio. Further, because of their geographical diversity, these loans can be more difficult to oversee than loans in our market areas in the event of delinquency.

A continued weak economic recovery or a return to recessionary conditions could increase our level of nonperforming assets, lower real estate values in our market and reduce demand for loans, which would result in increased loan losses and lower earnings.

Economic conditions have improved since the end of the economic recession that officially ended in June, 2009, however, economic growth has been slow and uneven, unemployment remains high and concerns still exist over the federal deficit, and government spending, which have all contributed to diminished expectations for the economy. A return of recessionary conditions and/or negative developments in the domestic and international credit markets may significantly affect the markets in which we do business, the value of our loans and investments, and our ongoing operations, costs and profitability. Declines in real estate values and sales volumes and high unemployment levels may result in higher than expected loan delinquencies and a decline in demand for our products and services. These negative events may cause us to incur losses and may adversely affect our capital, liquidity, and financial condition.


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Furthermore, the Federal Reserve, in an attempt to help the economy, has, among other things, kept interest rates low through its targeted federal funds rate and the purchase of U.S. Treasury and mortgage-backed securities. The Federal Reserve has recently increased the federal funds rate by 25 basis points and indicated further increases in the rate could occur in 2016. As the federal funds rate increases, market interest rates would likely rise, which may negatively affect the housing markets and the U.S. economic recovery. In addition, deflationary pressures, while possibly lowering our operating costs, could have a significant negative effect on our borrowers, especially our business borrowers, and the values of underlying collateral securing loans, which could negatively affect our financial performance.

Our business may be adversely affected by credit risk associated with residential property.

At June 30, 2016, $623.7 million, or 34.0% of our total loan portfolio, was secured by first liens on one-to-four family residential loans. In addition, at June 30, 2016, our home equity lines of credit totaled $307.7 million or 16.8% of our total loan portfolio. These types of loans are generally sensitive to regional and local economic conditions that significantly impact the ability of borrowers to meet their loan payment obligations, making loss levels difficult to predict. A decline in residential real estate values resulting from a downturn in the housing market may reduce the value of the real estate collateral securing these types of loans and increase our risk of loss if borrowers default on their loans. Recessionary conditions or declines in the volume of real estate sales and/or the sales prices coupled with elevated unemployment rates may result in higher than expected loan delinquencies or problem assets, and a decline in demand for our products and services. These potential negative events may cause us to incur losses, adversely affect our capital and liquidity, and damage our financial condition and business operations.

High loan-to-value ratios on a portion of our residential mortgage loan portfolio exposes us to greater risk of loss.

Many of our one-to-four family loans and home equity lines of credit are secured by liens on mortgage properties in which the borrowers have little or no equity because of these declines in home values in our market areas. Residential loans with high combined loan-to-value ratios will be more sensitive to declining property values than those with lower combined loan-to-value ratios and therefore may experience a higher incidence of default and severity of losses. In addition, if the borrowers sell their homes, they may be unable to repay their loans in full from the sale. Further, the majority of our home equity lines of credit consist of second mortgage loans. For those home equity lines secured by a second mortgage, it is unlikely that we will be successful in recovering all or a portion of our loan proceeds in the event of default unless we are prepared to repay the first mortgage loan and such repayment and the costs associated with a foreclosure are justified by the value of the property. For these reasons, we may experience higher rates of delinquencies, defaults and losses.

Our non-owner-occupied real estate loans may expose us to increased credit risk.

At June 30, 2016 , $91.6 million , or 14.6%, of our one-to-four family loans and 5.0% of our total loan portfolio, consisted of loans secured by non-owner-occupied residential properties. Loans secured by non-owner-occupied properties generally expose a lender to greater risk of non-payment and loss than loans secured by owner-occupied properties because repayment of such loans depend primarily on the tenant's continuing ability to pay rent to the property owner, who is our borrower, or, if the property owner is unable to find a tenant, the property owner's ability to repay the loan without the benefit of a rental income stream. In addition, the physical condition of non-owner-occupied properties is often below that of owner-occupied properties due to lax property maintenance standards, which has a negative impact on the value of the collateral properties. Furthermore, some of our non-owner-occupied residential loan borrowers have more than one loan outstanding with HomeTrust Bank which may expose us to a greater risk of loss compared to an adverse development with respect to an owner-occupied residential mortgage loan.

Our construction and development loans and construction and land/lot loans have a higher risk of loss than residential or commercial real estate loans.

At June 30, 2016 , construction and land/lot loans in our retail consumer loan portfolio was $38.1 million , or 2.1% , of our total loan portfolio, and consists primarily of construction to permanent loans to homeowners building a residence or developing lots in residential subdivisions intending to construct a residence within one year. Construction and development loans in our commercial loan portfolio at June 30, 2016, totaled $86.8 million , or 4.7% , of our total loan portfolio, and consists of loans to contractors and builders primarily to finance the construction of single and multi-family homes, subdivisions, as well as commercial properties. We originate these loans whether or not the collateral property underlying the loan is under contract for sale.

Construction and development lending generally involves additional risks because funds are advanced upon estimates of costs in relation to values associated with the completed project. Construction and development lending involves additional risks when compared with permanent residential lending because funds are advanced upon the collateral for the project based on an estimate of costs that will produce a future value at completion. Because of the uncertainties inherent in estimating construction costs, as well as the market value of the complete project and the effects of governmental regulation on real property, it is relatively difficult to evaluate accurately the total funds required to complete a project and the completed project loan-to-value ratio. Changes in demand for new housing and higher than anticipated building costs, may cause actual results to vary significantly from those estimated. For these reasons, this type of lending also typically involves higher loan principal amounts and is often concentrated with a small number of builders. A downturn in housing, or the real estate market, could increase loan delinquencies, defaults and foreclosures, and significantly impair the value of our collateral and our ability to sell the collateral upon foreclosure. Some of the builders we deal with have more than one loan outstanding with us. Consequently, an adverse development with respect to one loan or one credit relationship can expose us to a significantly greater risk of loss.


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In addition, during the term of some of our construction and development loans, no payment from the borrower is required since the accumulated interest is added to the principal of the loan through an interest reserve. As a result, these loans often involve the disbursement of funds with repayment substantially dependent on the success of the ultimate project and the ability of the borrower to sell or lease the property or obtain permanent take-out financing, rather than the ability of the borrower or guarantor to repay principal and interest. If our appraisal of the value of a completed project proves to be overstated, we may have inadequate security for the repayment of the loan upon completion of construction of the project and may incur a loss. Because construction loans require active monitoring of the building process, including cost comparisons and on-site inspections, these loans are more difficult and costly to monitor. Increases in market rates of interest may have a more pronounced effect on construction loans by rapidly increasing the end-purchasers' borrowing costs, thereby reducing the overall demand for the project. Properties under construction are often difficult to sell and typically must be completed in order to be successfully sold which also complicates the process of working out problem construction loans. This may require us to advance additional funds and/or contract with another builder to complete construction and assume the market risk of selling the project at a future market price, which may or may not enable us to fully recover unpaid loan funds and associated construction and liquidation costs. Furthermore, in the case of speculative construction loans, there is the added risk associated with identifying an end-purchaser for the finished project. At June 30, 2016 , $12.2 million of our construction and development loans were for speculative construction loans and $1.4 million or 1.6%, of our construction and development loans were classified as nonaccruing.

Our commercial real estate loans involve higher principal amounts than other loans and repayment of these loans may be dependent on factors outside our control or the control of our borrowers.

While commercial real estate lending may potentially be more profitable than single-family residential lending, it is generally more sensitive to regional and local economic conditions, making loss levels more difficult to predict. Collateral evaluation and financial statement analysis in these types of loans require a more detailed analysis at the time of loan underwriting and on an ongoing basis. At June 30, 2016 , commercial real estate loans were $ 486.6 million , or 26.6% of our total loan portfolio, including multifamily loans totaling $63.9 million or 3.5% of our total loan portfolio. These loans typically involve higher principal amounts than other types of loans and some of our commercial borrowers have more than one loan outstanding with us. Consequently, an adverse development with respect to one loan or one credit relationship can expose us to a significantly greater risk of loss compared to an adverse development with respect to a one-to-four family residential mortgage loan. Repayment of these loans is dependent upon income being generated from the property securing the loan in amounts sufficient to cover operating expenses and debt service, which may be adversely affected by changes in the economy or local market conditions. Commercial real estate loans also expose a lender to greater credit risk than loans secured by one-to-four family residential real estate because the collateral securing these loans typically cannot be sold as easily as residential real estate. In addition, many of our commercial real estate loans are not fully amortizing and contain large balloon payments upon maturity. Such balloon payments may require the borrower to either sell or refinance the underlying property in order to make the payment, which may increase the risk of default or non-payment. At June 30, 2016, commercial real estate loans that were nonperforming were $3.2 million, or 17.4% of our total nonperforming loans.

A secondary market for most types of commercial real estate loans is not readily available, so we have less opportunity to mitigate credit risk by selling part or all of our interest in these loans. As a result of these characteristics, if we foreclose on a commercial real estate loan, our holding period for the collateral typically is longer than for one-to-four family residential loans because there are fewer potential purchasers of the collateral. Accordingly, charge-offs on commercial real estate loans may be larger on a per loan basis than those incurred with our residential and consumer loan portfolios.

Our increased auto finance lending increases our exposure to increased lending risks.

At June 30, 2016, $108.5 million, or 5.9%, of our total loan portfolio consisted of indirect auto finance loans originated by us. Indirect auto finance loans are inherently risky as they are secured by assets that depreciate rapidly. In some cases, repossessed collateral for a defaulted automobile loan may not provide an adequate source of repayment for the outstanding loan and the remaining deficiency may not warrant further substantial collection efforts against the borrower. Automobile loan collections depend on the borrower's continuing financial stability, and therefore, are more likely to be adversely affected by job loss, divorce, illness, or personal bankruptcy. In addition, o ur ability to originate loans is reliant on our relationships with automotive dealers. In particular, our automotive finance operations depend in large part upon our ability to establish and maintain relationships with reputable automotive dealers that direct customers to our offices or originate loans at the point-of-sale. Although we have relationships with certain automotive dealers, none of our relationships are exclusive and any may be terminated at any time. If our existing dealer base experiences decreased sales we may experience decreased loan volume in the future, which may have an adverse effect on our business, results of operations, and financial condition.

Repayment of our municipal leases is dependent on the fire department receiving tax revenues from the county/municipality.

At June 30, 2016 , municipal leases were $ 103.2 million , or 5.6% , of our total loan portfolio. We offer ground and equipment lease financing to fire departments located throughout North Carolina and, to a lesser extent, South Carolina. Repayment of our municipal leases is often dependent on the tax revenues collected by the county/municipality on behalf of the fire department. Although a municipal lease does not constitute a general obligation of the county/municipality for which the county/municipality's taxing power is pledged, a municipal lease is ordinarily backed by the county/municipality's covenant to budget for, appropriate and pay the tax revenues to the fire department. However, certain municipal leases contain "non-appropriation" clauses which provide that the municipality has no obligation to make lease or installment purchase payments in future years unless money is appropriated for that purpose on a yearly basis. In the case of a "non-appropriation" lease, our ability to recover under the lease in the event of non-appropriation or default will be limited solely to the repossession of the leased property, without recourse to the general credit of the lessee, and disposition or releasing of the property might prove difficult. At June 30, 2016, $3.0 million of our municipal leases contained a non-appropriation clause.


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Our allowance for loan losses may prove to be insufficient to absorb losses in our loan portfolio.

Lending money is a substantial part of our business and each loan carries a certain risk that it will not be repaid in accordance with its terms, or that any underlying collateral will not be sufficient to assure repayment. This risk is affected by, among other things:

cash flow of the borrower and/or the project being financed;

the changes and uncertainties as to the future value of the collateral, in the case of a collateralized loan;

the duration of the loan;

the character and creditworthiness of a particular borrower; and

changes in economic and industry conditions.

We maintain an allowance for loan losses, which we believe is an appropriate reserve to provide for probable losses in our loan portfolio. The allowance is funded by provisions for loan losses charged to expense.  The amount of this allowance is determined by our management through periodic reviews and consideration of several factors, including, but not limited to:

our general reserve, based on our historical default and loss experience, certain macroeconomic factors, and management's expectations of future events;

our specific reserve, based on our evaluation of nonaccruing loans and their underlying collateral; and

an unallocated reserve to provide for other credit losses inherent in our portfolio that may not have been contemplated in the other loss factors.

We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. In determining the amount of the allowance for loan losses, we review our loans and our loss and delinquency experience, and we evaluate economic conditions. If our assumptions are incorrect, our allowance for loan losses may not be sufficient to cover probable incurred losses in our loan portfolio, resulting in additions to our allowance for loan losses through the provision for losses on loans which is charged against income.

Additionally, pursuant to our growth strategy, management recognizes that significant new growth in loan portfolios, new loan products and the refinancing of existing loans can result in portfolios comprised of unseasoned loans that may not perform in a historical or projected manner and will increase the risk that our allowance may be insufficient to absorb losses without significant additional provisions. In addition, bank regulatory agencies periodically review our allowance for loan losses and may require an increase in the provision for possible loan losses or the recognition of further loan charge-offs, based on judgments different than those of management. In addition, if charge-offs in future periods exceed the allowance for loan losses we will need additional provisions to replenish the allowance for loan losses. Any additional provisions will result in a decrease in net income and possibly capital, and may have a material adverse effect on our financial condition and results of operations.

If our nonperforming assets increase, our earnings will be adversely affected.

Our nonperforming assets (which consist of nonaccruing loans and REO) were $ 24.5 million , or 0.9% , of total assets at June 30, 2016 , compared to $ 31.9 million , or 1.15% of total assets, and $52.6 million, or 2.5% of total assets, at June 30, 2015 and 2014 , respectively. Our nonperforming assets adversely affect our net income in various ways:

we record interest income only on a cash basis for nonaccrual loans and any nonperforming investment securities; and do not record interest income for REO;

we must provide for probable loan losses through a current period charge to the provision for loan losses;

noninterest expense increases when we write down the value of properties in our REO portfolio to reflect changing market values or recognize other-than-temporary impairment ("OTTI") on nonperforming investment securities;

there are legal fees associated with the resolution of problem assets, as well as, carrying costs, such as taxes, insurance, and maintenance fees related to our REO; and

the resolution of nonperforming assets requires the active involvement of management, which can distract them from more profitable activity.

If additional borrowers become delinquent and do not pay their loans and we are unable to successfully manage our nonperforming assets, our losses and troubled assets could increase significantly, which could have a material adverse effect on our financial condition and results of operations. We have also classified $28.3 million in loans as performing troubled debt restructurings at June 30, 2016.


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To meet our growth objectives we may originate or purchase loans outside of our market areas which could affect the level of our net interest margin and nonperforming loans.

In order to achieve our desired loan portfolio growth, we opportunistically purchase loans outside of our primary market areas either individually, through participations, or in bulk or "pools". We perform certain due diligence procedures and may re-underwrite these loans to our underwriting standards prior to purchase, and anticipate acquiring loans subject to customary limited indemnities, however, we may be exposed to a greater risk of loss as we acquire loans of a type or in geographic areas where management may not have substantial prior experience and which may be more difficult for us to monitor. During the years ended June 30, 2016, 2015 and 2014 we purchased $120.6 million, $95.0 million and $16.1 million of loans, respectively. Loan pools purchased in the past three years consisted primarily of home equity loans secured by single family residential properties located in several western states, most of which are still in our loan portfolio. When determining the purchase price we are willing to pay to acquire loans, management will make certain assumptions about, among other things, if and how much borrowers will prepay their loans, the real estate market and our ability to collect loans successfully and, if necessary, when and how to dispose of any real estate that may be acquired through foreclosure. To the extent that our underlying assumptions prove to be inaccurate or the basis for those assumptions change (such as an unanticipated decline in the real estate market), the purchase price paid may prove to have been excessive, resulting in a lower yield or a loss of some or all of the loan principal. For example, if we purchase "pools" of loans at a premium and some of the loans are prepaid before we anticipate, we will earn less interest income on the acquired loans than expected. Our success in increasing our loan portfolio through loan purchases will depend on our ability to price the loans properly and on general economic conditions in the geographic areas where the underlying properties or collateral for the loans acquired are located. Inaccurate estimates or declines in economic conditions or real estate values in the markets where we purchase loans could significantly adversely affect the level of our nonperforming loans and our results of operations.

If our REO is not properly valued or sufficiently reserved to cover actual losses, or if we are required to increase our valuation reserves, our earnings could be reduced.

We obtain updated valuations in the form of appraisals and broker price opinions when a loan has been foreclosed and the property taken in as REO and at certain other times during the asset's holding period. Our net book value ("NBV") in the loan at the time of foreclosure and thereafter is compared to the updated market value of the foreclosed property less estimated selling costs (fair value). A charge-off is recorded for any excess in the asset's NBV over its fair value. If our valuation process is incorrect, or if property values decline, the fair value of our REO may not be sufficient to recover our carrying value in such assets, resulting in the need for additional charge-offs.

Significant charge-offs to our REO could have a material adverse effect on our financial condition and results of operations.

In addition, bank regulators periodically review our REO and may require us to recognize further charge-offs. Any increase in our charge-offs may have a material adverse effect on our financial condition and results of operations.

Our securities portfolio may be negatively impacted by fluctuations in market value and interest rates.

Our securities portfolio may be impacted by fluctuations in market value, potentially reducing accumulated other comprehensive income and/or earnings. Fluctuations in market value may be caused by changes in market interest rates, lower market prices for securities and limited investor demand. Our securities portfolio is evaluated for OTTI. If this evaluation shows impairment to the actual or projected cash flows associated with one or more securities, a potential loss to earnings may occur. Changes in interest rates can also have an adverse effect on our financial condition, as our available-for-sale securities are reported at their estimated fair value, and therefore are impacted by fluctuations in interest rates. We increase or decrease our shareholders' equity by the amount of change in the estimated fair value of the available-for-sale securities, net of taxes. There can be no assurance that the declines in market value will not result in other-than-temporary impairments of these assets, which would lead to accounting charges that could have a material adverse effect on our net income and capital levels.

An increase in interest rates, change in the programs offered by secondary market purchasers or our ability to qualify for their programs may reduce our mortgage banking revenues, which would negatively impact our noninterest income.

Our mortgage banking operations provide a significant portion of our noninterest income. We generate mortgage revenues primarily from gains on the sale of single-family mortgage loans pursuant to programs currently offered by Fannie Mae, Freddie Mac, Ginnie Mae and non-GSE investors. These entities account for a substantial portion of the secondary market in residential mortgage loans. Any future changes in these programs, our eligibility to participate in such programs, the criteria for loans to be accepted or laws that significantly affect the activity of such entities could, in turn, materially adversely affect our results of operations. Mortgage banking is generally considered a volatile source of income because it depends largely on the level of loan volume which, in turn, depends largely on prevailing market interest rates. In a rising or higher interest rate environment, our originations of mortgage loans may decrease, resulting in fewer loans that are available to be sold to investors. This would result in a decrease in mortgage banking revenues and a corresponding decrease in noninterest income. In addition, our results of operations are affected by the amount of noninterest expense associated with mortgage banking activities, such as salaries and employee benefits, occupancy, equipment and data processing expense and other operating costs. During periods of reduced loan demand, our results of operations may be adversely affected to the extent that we are unable to reduce expenses commensurate with the decline in loan originations. In addition, although we sell loans into the secondary market without recourse, we are required to give customary representations and warranties about the loans to the buyers. If we breach those representations and warranties, the buyers may require us to repurchase the loans and we may incur a loss on the repurchase.


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Fluctuating interest rates can adversely affect our profitability.

Our earnings and cash flows are largely dependent upon our net interest income. Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and policies of various governmental and regulatory agencies and, in particular, the Federal Reserve. Changes in monetary policy, including changes in interest rates, could influence not only the interest we receive on loans and investments and the amount of interest we pay on deposits and borrowings, but these changes could also affect (i) our ability to originate loans and obtain deposits, (ii) the fair value of our financial assets and liabilities, which could negatively impact shareholders' equity, and our ability to realize gains from the sale of such assets; (iii) our ability to obtain and retain deposits in competition with other available investment alternatives; (iv) the ability of our borrowers to repay adjustable or variable rate loans; and (v) the average duration of our mortgage-backed securities portfolio and other interest-earning assets. If the interest rates paid on deposits and borrowings increase at a faster rate than the interest rates received on loans and other investments, our net interest income, and therefore earnings, could be adversely affected. As a result of the relatively low interest rate environment, an increasing percentage of our deposits have been comprised of short-term time deposits and other deposits yielding no or a relatively low rate of interest. At June 30, 2016, we had $325.5 million in certificates of deposit that mature within one year and $1.4 billion in checking, savings, and money market accounts. We would incur a higher cost of funds to retain these deposits in a rising interest rate environment. Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and borrowings.

A prolonged period of exceptionally low market interest rates, such as we are currently experiencing, limits our ability to lower our interest expense, while the average yield on our interest-earning assets may decrease as our loans reprice or are originated at these low market rates. Accordingly, our net interest income may decrease, which may have an adverse effect on our profitability. In addition, a substantial amount of our loans have adjustable interest rates. As a result, these loans may experience a higher rate of default in a rising interest rate environment. Further, a significant portion of our adjustable rate loans have interest rate floors below which the loan's contractual interest rate may not adjust. As of June 30, 2016, our loans with interest rate floors totaled approximately $577.0 million or 31.5% of our total loan portfolio and had a weighted average floor rate of 4.05% of which $263.0 million, or 45.4%, had yields that would begin floating again once prime rates increase at least 200 basis points. The inability of our loans to adjust downward can contribute to increased income in periods of declining interest rates, although this result is subject to the risks that borrowers may refinance these loans during periods of declining interest rates. Also, when loans are at their floors, there is a further risk that our interest income may not increase as rapidly as our cost of funds during periods of increasing interest rates which could have a material adverse effect on our results of operations.

Although management believes it has implemented effective asset and liability management strategies to reduce the potential effects of changes in interest rates on our results of operations, any substantial, unexpected or prolonged change in market interest rates could have a material adverse effect on our financial condition and results of operations. Also, our interest rate risk modeling techniques and assumptions likely may not fully predict or capture the impact of actual interest rate changes on our balance sheet. If we are unable to manage interest rate risk effectively, our business, financial condition and results of operations could be materially harmed.

Liquidity risk could impair our ability to fund operations and jeopardize our financial condition.

Liquidity is essential to our business. An inability to raise funds through deposits, borrowings, the sale of loans or other sources could have a substantial negative effect on our liquidity. Our access to funding sources in amounts adequate to finance our activities or the terms of which are acceptable to us could be impaired by factors that affect us specifically or the financial services industry or economy in general. Factors that could detrimentally impact our access to liquidity sources include a decrease in the level of our business activity as a result of a downturn in the North Carolina, South Carolina, and/or Tennessee markets in which our loans are concentrated or adverse regulatory action against us. Our ability to borrow could also be impaired by factors that are not specific to us, such as a disruption in the financial markets or negative views and expectations about the prospects for the financial services industry. Deposit flows, calls of investment securities and wholesale borrowings, and the prepayment of loans and mortgage-related securities are also strongly influenced by such external factors as the direction of interest rates, whether actual or perceived, and competition for deposits and loans in the markets we serve. Furthermore, changes to the FHLB's underwriting guidelines for wholesale borrowings or lending policies may limit or restrict our ability to borrow, and could therefore have a significant adverse impact on our liquidity. In addition, the need to replace funds in the event of large-scale withdrawals of brokered deposits could require us to pay significantly higher interest rates on retail deposits or other wholesale funding sources, which could have an adverse impact on our net interest income and net income. A decline in available funding could adversely impact our ability to originate loans, invest in securities, meet our expenses, or to fulfill such obligations as repaying our borrowings or meeting deposit withdrawal demands.

Our strategy of pursuing acquisitions exposes us to financial, execution and operational risks that could adversely affect us.

We are implementing a strategy of supplementing organic growth by acquiring other financial institutions or their businesses that we believe will help us fulfill our strategic objectives and enhance our earnings. There are risks associated with this strategy, however, including the following:

We may be exposed to potential asset quality issues or unknown or contingent liabilities of the banks, businesses, assets and liabilities we acquire. If these issues or liabilities exceed our estimates, our results of operations and financial condition may be materially negatively affected;

Prices at which future acquisitions can be made may not be acceptable to us;

Our growth initiatives may require us to recruit experienced personnel to assist in such initiatives. The failure to identify and retain such personnel would place significant limitations on our ability to execute our growth strategy;


41




Our strategic efforts may divert resources or management's attention from ongoing business operations and may subject us to additional regulatory scrutiny;

The acquisition of other entities generally requires integration of systems, procedures and personnel of the acquired entity into our company to make the transaction economically successful. This integration process is complicated and time consuming and can also be disruptive to the customers of the acquired business. If the integration process is not conducted successfully and with minimal effect on the acquired business and its customers, we may not realize the anticipated economic benefits of particular acquisitions within the expected time frame, and we may lose customers or employees of the acquired business. We may also experience greater than anticipated customer losses even if the integration process is successful;

To finance a future acquisition, we may borrow funds, thereby increasing our leverage and diminishing our liquidity, or raise additional capital, which could dilute the interests of our existing shareholders;

We have completed four mergers during the past two fiscal years that enhanced our rate of growth. We may not be able to continue to sustain our past rate of growth or to grow at all in the future; and

We expect our net income will increase following our acquisitions, however, we also expect our general and administrative expenses and consequently our efficiency rates will also increase. Ultimately, we would expect our efficiency ratio to improve; however, if we are not successful in our integration process, this may not occur, and our acquisitions or branching activities may not be accretive to earnings in the short or long-term.

The required accounting treatment of loans we acquire through acquisitions, including purchase credit impaired loans, could result in higher net interest margins and interest income in current periods and lower net interest margins and interest income in future periods.

Under U.S. Generally Accepted Accounting Principles ("GAAP"), we are required to record loans acquired through acquisitions, including purchase credit impaired loans, at fair value. Estimating the fair value of such loans requires management to make estimates based on available information and facts and circumstances as of the acquisition date. Actual performance could differ from management's initial estimates. If these loans outperform our original fair value estimates, the difference between our original estimate and the actual performance of the loan (the "discount") is accreted into net interest income. Thus, our net interest margins may initially increase due to the discount. We expect the yields on our loans to decline as our acquired loan portfolio pays down or matures and the discount decreases, and we expect downward pressure on our interest income to the extent that the runoff on our acquired loan portfolio is not replaced with comparable high-yielding loans. This could result in higher net interest margins and interest income in current periods and lower net interest rate margins and lower interest income in future periods.

We operate in a highly competitive industry and market areas.

We face substantial competition in all phases of our operations from a variety of different competitors. Our future growth and success will depend on our ability to compete effectively in this highly competitive environment. To date, we have been competitive by focusing on our business lines in our market areas and emphasizing the high level of service and responsiveness desired by our customers. We compete for loans, deposits and other financial services with other commercial banks, thrifts, credit unions, brokerage houses, mutual funds, insurance companies and specialized finance companies. Many of our competitors offer products and services which we do not offer, and many have substantially greater resources and lending limits, name recognition and market presence that benefit them in attracting business. In addition, larger competitors may be able to price loans and deposits more aggressively than we do, and newer competitors may also be more aggressive in terms of pricing loan and deposit products than we are in order to obtain a share of the market. Some of the financial institutions and financial services organizations with which we compete are not subject to the same degree of regulation as is imposed on bank holding companies, federally insured state-chartered banks and national banks and federal savings banks. As a result, these nonbank competitors have certain advantages over us in accessing funding and in providing various services.

Our ability to compete successfully depends on a number of factors including the following:

the ability to develop, maintain and build upon long-term customer relationships based on top-quality service, high ethical standards and safe, sound assets;

the ability to expand our market position;

the scope, relevance and pricing of products and services offered to meet customer needs and demands;

the rate at which we introduce new products and services relative to our competitors;

customer satisfaction with our level of service; and

industry and general economic trends.

Failure to perform in any of these areas could significantly weaken our competitive position, which could adversely affect our growth and profitability, which, in turn, could have a material adverse effect on our financial condition and results of operations.


42




We operate in a highly regulated environment and may be adversely affected by changes in federal and state laws and regulations that are expected to increase our costs of operations.

The financial services industry is extensively regulated. HomeTrust Bank is subject to extensive examination, supervision and comprehensive regulation by the Federal Reserve, our primary federal regulator, the NCCOB, and the FDIC, as insurer of our deposits. As a financial holding company, HomeTrust Bancshares is subject to examination, supervision and regulation by the Federal Reserve. Such regulation and supervision governs the activities in which an institution and its holding company may engage, and are intended primarily for the protection of the deposit insurance fund and consumers and not to benefit our shareholders. These regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the ability to impose restrictions on our operations, the classification of our assets, the determination of the level of our allowance for loan losses, and the level of deposit insurance premiums assessed. Additionally, actions by regulatory agencies or significant litigation against us could require us to devote significant time and resources to defending our business and may lead to penalties that materially affect us. These regulations, along with the currently existing tax, accounting, securities, insurance, and monetary laws, regulations, rules, standards, policies, and interpretations control the methods by which financial institutions conduct business, implement strategic initiatives and tax compliance, and govern financial reporting and disclosures. Because our business is highly regulated, the applicable laws, rules and regulations are subject to constant modification and change, and the laws, rules, and regulations adopted in the future could make compliance more difficult or expensive or otherwise adversely affect our business, financial condition, or prospects.

As discussed under "Business-How We are Regulated-Financial Regulatory Reform" in Item I of this Form 10-K, the Dodd-Frank Act has significantly changed the bank regulatory structure and will affect the lending, deposit, investment, trading and operating activities of financial institutions and their holding companies. The Dodd-Frank Act requires various federal agencies to adopt a broad range of new implementing rules and regulations, and to prepare numerous studies and reports for Congress. The federal agencies are given significant discretion in drafting and implementing rules and regulations, and consequently, many of the details and much of the impact of the Dodd-Frank Act may not be known for many months or years. It is difficult at this time to predict when or how any new standards will ultimately be applied to us or what specific impact the Dodd-Frank Act and the yet to be written implementing rules and regulations will have on community banks. However, it is expected that at a minimum they will increase our operating and compliance costs and could increase our interest expense.

The CFPB, which was created under the Dodd-Frank Act, has issued a number of final regulations and changes to certain consumer protections under existing laws and continues to issue new rules. These final rules (including the qualified mortgage rule), generally prohibit creditors from extending mortgage loans without regard for the consumers' ability-to-repay and add restrictions and requirements to mortgage origination and servicing practices. In addition, these rules limit prepayment penalties and require creditors to retain evidence of compliance with the ability-to-repay requirement for three years. Compliance with these rules has increased our overall regulatory compliance costs and may require changes to our underwriting practices with respect to mortgage loans. This includes compliance with the Truth in Lending Act and the Real Estate Settlement Procedures Act Integrated Disclosure (TRID) rule, which combines certain disclosures that consumers receive in connection with applying for and closing a mortgage loan. Moreover, these rules may adversely affect the volume of mortgage loans that we underwrite and may subject us to increased potential liabilities related to such residential loan origination activities. The CFPB has adopted a number of additional requirements and issued additional guidance, including with respect to indirect auto lending, appraisals, escrow accounts and servicing, each of which will entail increased compliance costs. We will continue to monitor these developments and analyze the expected impacts on our business.

Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions and limit our ability to get regulatory approval of acquisitions.


The USA PATRIOT and Bank Secrecy Acts require financial institutions to develop programs to prevent financial institutions from being used for money laundering and terrorist activities. If such activities are detected, financial institutions are obligated to file suspicious activity reports with the U.S. Treasury's Office of Financial Crimes Enforcement Network. These rules require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Failure to comply with these regulations could result in fines or sanctions and limit our ability to get regulatory approval of acquisitions. Recently several banking institutions have received large fines for non-compliance with these laws and regulations. While we have developed policies and procedures designed to assist in compliance with these laws and regulations, no assurance can be given that these policies and procedures will be effective in preventing violations of these laws and regulations.

We are subject to potentially significant litigation and our legal related costs might increase.

The Company is involved in several litigation matters in the ordinary course of business. In the current economic environment, our involvement in litigation has increased significantly, primarily as a result of defaulted borrowers asserting claims to defeat or delay foreclosure proceedings. 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. There can be no assurance that loan workouts and other activities will not expose the Company to additional legal actions, including lender liability or environmental claims. Therefore, the Company may be exposed to substantial liabilities, which could adversely affect its results of operations and financial condition. Moreover, the expenses of legal proceedings will adversely affect its results of operations until they are resolved. 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.


43




We are subject to certain risks in connection with our use of technology.

Our security measures may not be sufficient to mitigate the risk of a cyber attack. Communications and information systems are essential to the conduct of our business, as we use such systems to manage our customer relationships, our general ledger and virtually all other aspects of our business. Our operations rely on the secure processing, storage, and transmission of confidential and other information in our computer systems and networks. Although we take protective measures and endeavor to modify them as circumstances warrant, the security of our computer systems, software, and networks may be vulnerable to breaches, unauthorized access, misuse, computer viruses, or other malicious code and cyber attacks that could have a security impact. If one or more of these events occur, this could jeopardize our or our customers' confidential and other information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our operations or the operations of our customers or counterparties. We may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject to litigation and financial losses that are either not insured against or not fully covered through any insurance maintained by us. We could also suffer significant reputational damage.

Security breaches in our internet banking activities could further expose us to possible liability and damage our reputation. Any compromise of our security also could deter customers from using our internet banking services that involve the transmission of confidential information. We rely on standard internet security systems to provide the security and authentication necessary to effect secure transmission of data. These precautions may not protect our systems from compromises or breaches of our security measures, and could result in significant legal liability and significant damage to our reputation and our business.

Our security measures may not protect us from system failures or interruptions. While we have established policies and procedures to prevent or limit the impact of systems failures and interruptions, there can be no assurance that such events will not occur or that they will be adequately addressed if they do. In addition, we outsource certain aspects of our data processing and other operational functions to certain third-party providers. If our third-party providers encounter difficulties, or if we have difficulty in communicating with them, our ability to adequately process and account for transactions could be affected, and our business operations could be adversely impacted. Threats to information security also exist in the processing of customer information through various other vendors and their personnel.

The occurrence of any failures or interruptions may require us to identify alternative sources of such services, and we cannot assure you that we could negotiate terms that are as favorable to us, or could obtain services with similar functionality as found in our existing systems without the need to expend substantial resources, if at all. Further, the occurrence of any systems failure or interruption could damage our reputation and result in a loss of customers and business, could subject us to additional regulatory scrutiny, or could expose us to legal liability. Any of these occurrences could have a material adverse effect on our financial condition and results of operations.

Managing reputational risk is important to attracting and maintaining customers, investors and employees.

Threats to our reputation can come from many sources, including adverse sentiment about financial institutions generally, unethical practices, employee misconduct, failure to deliver minimum standards of service or quality, compliance deficiencies, and questionable or fraudulent activities of our customers. We have policies and procedures in place to protect our reputation and promote ethical conduct, but these policies and procedures may not be fully effective. Negative publicity regarding our business, employees, or customers, with or without merit, may result in the loss of customers, investors and employees, costly litigation, a decline in revenues and increased governmental regulation.

We may experience future goodwill impairment.

In accordance with GAAP, we record assets acquired and liabilities assumed at their fair value, and, as such, acquisitions typically result in recording goodwill. We perform a goodwill evaluation at least annually to test for goodwill impairment. As part of its testing, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines the fair value of a reporting unit is less than its carrying amount using these qualitative factors, the Company then compares the fair value of goodwill with its carrying amount, and then measures impairment loss by comparing the implied fair value of goodwill with the carrying amount of that goodwill. Adverse conditions in our business climate, including a significant decline in future operating cash flows, a significant change in our stock price or market capitalization, or a deviation from our expected growth rate and performance may significantly affect the fair value of our goodwill and may trigger additional impairment losses, which could be materially adverse to our operating results and financial position.

We cannot provide assurance that we will not be required to take an impairment charge in the future. Any impairment charge has an adverse effect on our results of shareholders' equity and financial results and could cause a decline in our stock price.

Our net operating loss carryforwards could be substantially limited if we experience an ownership change as defined in the Internal Revenue Code.

As of June 30, 2016 we had approximately $62.1 million of federal net operating losses ("NOLs"). Our ability to use our NOLs and other pre-ownership change losses (collectively, "Pre-Change Losses") to offset future taxable income will be limited if we experience an "ownership change" as defined in Section 382 of the Internal Revenue Code of 1986, as amended from time to time (the "Code"). In general, an ownership change occurs if, among other things, the shareholders (or specified groups of shareholders) who own or have owned, directly or indirectly, 5% or more of a corporation's common stock or are otherwise treated as 5% shareholders under Section 382 and U.S. Treasury regulations promulgated thereunder increase their aggregate percentage ownership of that corporation's stock by more than 50 percentage points over the lowest percentage of the stock owned by these shareholders over a rolling three-year period. If we experience an ownership change our Pre-Change Losses will be


44




subject to an annual limitation on their use, which is generally equal to the fair market value of our outstanding stock immediately before the ownership change multiplied by the long-term tax-exempt rate, which was 2.50% for ownership changes occurring in June 2016. Depending on the size of the annual limitation (which is in part a function of our market capitalization at the time of the ownership change) and the remaining carryforward period for our Pre-Change Losses (U.S. federal net operating losses generally may be carried forward for a period of 20 years), we could realize a permanent loss of some or all of our Pre-Change Losses, which could have a material adverse effect on our results of operations and financial condition.

In September 2012, we adopted a shareholder rights plan (the "Rights Plan"), which provides an economic disincentive for any person or group to become an owner, for relevant tax purposes, of 4.99% or more of our stock. While adoption of the Rights Plan should reduce the likelihood that future transactions in our stock will result in an ownership change under Section 382, there can be no assurance that the Rights Plan will be effective to deter a shareholder from increasing its ownership interests beyond the limits set by the Rights Plan or that an ownership change will not occur in the future.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We maintain our administrative office, which is owned by us, in Asheville, North Carolina. In total, as of June 30, 2016 , we have 39 locations, which include: North Carolina (including the Asheville metropolitan area, the "Piedmont" region, Charlotte, and a loan production office in Raleigh), Upstate South Carolina (Greenville), East Tennessee (including Kingsport/Johnson City, Knoxville, and Morristown) and Southwest Virginia (including the Roanoke Valley).

Of those offices, seven are leased facilities. We also own an operations center located in Asheville, North Carolina. We lease additional space, which is adjacent to the facility we own, for administrative and operations personnel. The lease terms for our branch offices, operations center and other offices are not individually material. Lease expirations range from one to five years. In the opinion of management, all properties are adequately covered by insurance, are in a good state of repair and are appropriately designed for their present and future use. See Footnotes 5 and 11 in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K for additional information.

We maintain depositor and borrower customer files on an online basis, utilizing a telecommunications network, portions of which are leased. Management has a disaster recovery plan in place with respect to the data processing system, as well as our operations as a whole.

Item 3. Legal Proceedings

The "Litigation" section of Note 17 to the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K is incorporated herein by reference.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

The Company's common stock is listed on the Nasdaq Global Market under the symbol "HTBI." The common stock was issued at a price of $10.00 per share in connection with the Conversion. The Conversion was completed on July 10, 2012 and the Company's common stock commenced trading on the Nasdaq Global Market on July 11, 2012. As of the close of business on September 8, 2016 , there were 17,999,150 shares of common stock outstanding held by 1,114 holders of record. Certain shares are held in "nominee" or "street" name and accordingly, the number of beneficial owners of such shares is not known or included in the foregoing number. The following table presents quarterly market information for the Company's common stock for the year ended June 30, 2016 and 2015 .

Year Ended June 30,

2016

2015

High

Low

High

Low

First quarter

$

18.79


$

16.71


$

15.87


$

14.55


Second quarter

20.98


17.50


16.68


14.58


Third quarter

19.99


16.97


16.72


15.37


Fourth quarter

19.73


17.62


16.94


15.35


The Company did not declare any dividends on its common stock during the fiscal years ended June 30, 2016 or 2015 . The timing and amount of cash dividends paid depends on our earnings, capital requirements, financial condition and other relevant factors. We also have the ability to receive dividends or capital distributions from HomeTrust Bank, our wholly owned subsidiary. There are regulatory restrictions on the ability


45




of HomeTrust Bank to pay dividends. See Item 1, "Business-How We Are Regulated," for more information regarding the restrictions on the Company's and the Bank's abilities to pay dividends.

Unregistered Sales of Equity Securities and Use of Proceeds

The Company has periodically repurchased shares of its common stock as authorized by our Board of Directors.

On November 19, 2014, the Company announced that its Board of Directors had authorized the repurchase of up to 1,023,266 shares of the Company's common stock, representing 5% of the Company's outstanding shares. We completed this stock repurchase program during the first fiscal quarter of 2016 at an average price of $15.93 per share.

On July 1, 2015, the Company announced that its Board of Directors had authorized the repurchase of up to 971,271 shares of the Company's common stock, representing 5% of the Company's outstanding shares. We completed this stock repurchase program during the second fiscal quarter of 2016 at an average price of $18.62 per share.

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. As of June 30, 2016, 479,700 shares had been repurchased at an average price of $18.00 per share.

The table below sets forth information regarding the Company's common stock repurchases during the year ended June 30, 2016.

Period

Total Number

of Shares Purchased

Average

Price Paid per Share

Total Number of

Shares Purchased as

Part of Publicly

Announced Plans or Programs

Maximum Number of

Shares that May

Yet Be Purchased

Under the Plans or Programs

July 1 to July 31, 2015

60,023


$

16.84


60,023


971,271


August 1 to August 31, 2015

201,586


17.81


201,586


769,685


September 1 to September 30, 2015

152,753


18.14


152,753


616,932


Total during first quarter of fiscal 2016

414,362


$

17.79


414,362


616,932


October 1 to October 31, 2015

381,074


$

18.89


381,074


235,858


November 1 to November 30, 2015

62,909


18.93


62,909


172,949


December 1 to December 31, 2015

53,082


19.38


53,082


1,042,722


Total during second quarter of fiscal 2016

497,065


$

18.95


497,065


1,042,722


January 1 to January 31, 2016

163,367


$

19.09


163,367


879,355


February 1 to February 29, 2016

170,400


17.57


170,400


708,955


March 1 to March 31, 2016

71,000


18.18


71,000


637,955


Total during third quarter of fiscal 2016

404,767


$

18.29


404,767


637,955


April 1 to April 30, 2016

111,000


$

18.19


111,000


526,955


May 1 to May 30, 2016

83,800


18.14


83,800


443,155


June 1 to June 30, 2016

-


-


-


443,155


Total during fourth quarter of fiscal 2016

194,800


$

18.17


194,800


443,155


Total year-to-date 2016

1,510,994


$

18.35


1,510,994


443,155


Equity Compensation Plans

The equity compensation plan information presented under Part III, Item 12 of this report is incorporated herein by reference.


46




Shareholder Return Performance Graph Presentation

The performance graph below compares the Company's cumulative shareholder return on its common stock since the inception of trading on July 11, 2012 to the cumulative total return of the Nasdaq Composite, and the Nasdaq Bank Index for the periods indicated. The information presented below assumes $100 was invested on July 11, 2012, in the Company's common stock and in each of the indices and assumes the reinvestment of all dividends. Historical stock price performance is not necessarily indicative of future stock price performance. Total return assumes the reinvestment of all dividends and that the value of Common Stock and each index was $100 on July 11, 2012.

Period Ended

2012

2013

2014

2015

2016

7/11

12/31

6/30

12/31

6/30

12/31

6/30

12/31

6/30

HomeTrust Bancshares, Inc.

100.00

115.47

144.96

136.67

134.79

142.39

143.25

173.08

158.12

NASDAQ Bank Index

100.00

104.65

123.55

145.37

145.58

149.50

161.06

159.40

152.74

NASDAQ Composite

100.00

104.55

117.84

144.62

152.64

163.99

172.68

173.39

167.68


47




Item 6. Selected Financial and Other Data.

The summary information presented below under "Selected Financial Condition Data" and "Selected Operations Data" for the years ended June 30, 2016 , 2015 and 2014 are derived in part from the audited consolidated financial statements that appear in this annual report. The following information is only a summary and you should read it in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" under Item 7 of this report and "Financial Statements and Supplementary Data" under Item 8 of this report below.

At June 30,

2016

2015

2014

2013

2012

(In thousands)

Selected Financial Condition Data:

Total assets

$

2,717,677


$

2,783,114


$

2,074,454


$

1,583,323


$

1,720,056


Loans receivable, net (1)

1,811,539


1,663,333


1,473,529


1,132,110


1,193,945


Allowance for loan losses

21,292


22,374


23,429


32,073


35,100


Certificates of deposit in other banks

161,512


210,629


163,780


136,617


108,010


Securities available for sale, at fair value

200,652


257,606


168,774


24,750


31,335


FHLB and FRB stock (2)

29,486


28,711


3,697


1,854


6,300


Deposits

1,802,696


1,872,126


1,583,047


1,154,750


1,466,175


Borrowings

491,000


475,000


50,000


-


22,265


Stockholders' equity

359,976


371,050


377,151


367,515


172,485


Years Ended June 30,

2016

2015

2014

2013

2012

(In thousands)

Selected Operations Data:

Total interest and dividend income

$

87,747


$

85,156


$

60,281


$

60,389


$

67,491


Total interest expense

6,040


5,390


5,432


7,255


11,778


Net interest income

81,707


79,766


54,849


53,134


55,713


Provision for (recovery of ) loan losses

-


150


(6,300

)

1,100


15,600


Net interest income after provision for (recovery of) loan losses

81,707


79,616


61,149


52,034


40,113


Service charges and fees on deposit accounts

6,680


5,930


2,783


2,589


2,679


Mortgage banking income and fees

3,069


2,989


3,218


5,107


3,846


Gain on sale of securities

-


61


10


-


-


Gain on sale of fixed assets

-


-


-


-


1,503


Other noninterest income

3,754


3,539


2,727


2,691


2,400


Total noninterest income

13,503


12,519


8,738


10,387


10,428


Total noninterest expense

78,853


81,552


55,032


51,393


46,661


Income before provision (benefit) for income taxes

16,357


10,583


14,855


11,028


3,880


Income tax expense (benefit)

4,901


2,558


4,513


1,975


(647

)

Net income

$

11,456


$

8,025


$

10,342


$

9,053


$

4,527


Per Share Data:






Net income per common share:






Basic

$

0.65


$

0.42


$

0.54


$

0.45


n/a


Diluted

$

0.65


$

0.42


$

0.54


$

0.45


n/a



48




At or For the

Years Ended June 30,

2016

2015

2014

2013

2012

Selected Financial Ratios and Other Data:

Performance ratios:

Return on assets (ratio of net income to average total assets)

0.42

%

0.32

%

0.62

%

0.56

%

0.29

%

Return on equity (ratio of net income to average equity)

3.16


2.12


2.86


2.48


2.67


Tax equivalent yield on earning assets (3)

3.62


3.88


4.15


4.30


4.82


Rate paid on interest-bearing liabilities

0.29


0.29


0.46


0.65


0.91


Tax equivalent average interest rate spread (3)

3.33


3.59


3.69


3.65


3.91


Tax equivalent net interest margin (3)(4)

3.37


3.64


3.79


3.81


4.02


Operating expense to average total assets

2.88


3.25


3.29


3.21


2.95


Average interest-earning assets to average interest-bearing liabilities

119.25


120.61


130.20


132.54


113.61


Efficiency ratio

82.82


88.37


86.55


80.91


70.55


Efficiency ratio - adjusted (5)

78.42


78.02


75.37


67.63


56.77


Asset quality ratios:






Nonperforming assets to total assets (6)

0.90

%

1.15

%

2.53

%

5.07

%

4.67

%

Nonaccruing loans to total loans (6)

1.01


1.47


2.53


5.88


5.21


Total classified assets to total assets

2.17


2.92


4.51


7.43


7.75


Allowance for loan losses to nonaccruing loans (6)

114.98


90.02


61.79


46.78


54.69


Allowance for loan losses to total loans

1.16


1.33


1.56


2.75


2.85


Net charge-offs to average loans

0.06


0.07


0.19


0.34


2.34


Capital ratios:

Equity to total assets at end of period (7)

13.25

%

13.33

%

18.18

%

23.21

%

10.03

%

Average equity to average assets

13.24


15.11


21.62


23.09


10.71


Dividend payout to common shareholders

-


-


-


-


n/a


_____________________

(1)

Net of allowances for loan losses, loans in process and deferred loan fees.

(2)

FRB stock was first purchased as part of membership requirements in fiscal year 2015.

(3)

The weighted average rate for municipal leases is adjusted for a 34% federal income tax rate since the interest from these leases is tax exempt.

(4)

Net interest income divided by average interest earning assets.



49




(5)

As presented, this is a non-GAAP measure calculated by dividing total noninterest expense, net of FHLB advance prepayment penalties, REO-related expenses, merger-related expenses, and impairment charges for branch consolidation by the sum of net interest income, total noninterest income and the tax equivalent adjustment, net of realized gain/loss on securities. See Part II, Item 7 - "Non-GAAP Financial Measures" for additional details. Non-GAAP efficiency table is set forth below:

2016

2015

2014

2013

2012

Noninterest expense

$

78,853


$

81,552


$

55,032


$

51,393


$

46,661


Less FHLB advance prepayment expense

-


-


-


3,069


2,111


Less REO-related expenses

1,799


1,673


2,089


3,086


4,991


Less merger-related expenses

-


5,417


2,708


-


-


Less impairment charges for branch consolidation

400


375


-


-


-


Noninterest expense – as adjusted

$

76,654


$

74,087


$

50,235


$

45,238


$

39,559


Net interest income

81,707


79,766


54,849


53,134


55,713


Plus noninterest income

13,503


12,519


8,738


10,387


10,428


Plus tax equivalent adjustment

2,537


2,736


3,076


3,371


3,539


Less realized gain/loss on securities

-


61


10


-


-


Net interest income plus noninterest income – as adjusted

$

97,747


$

94,960


$

66,673


$

66,892


$

69,680


Efficiency ratio

78.42

%

78.02

%

75.37

%

67.63

%

56.77

%

Efficiency ratio (without adjustments)

82.82

%

88.37

%

86.55

%

80.91

%

70.55

%

(6)

Nonperforming assets include nonaccruing loans including certain restructured loans and real estate owned. In the year ended June 30, 2012, $25.7 million of loans were reclassified from impaired loans still accruing interest to nonaccruing loans pursuant to regulatory guidance. At June 30, 2016 , there were $4.6 million of restructured loans included in nonaccruing loans and $8.1 million, or 43.7%, of nonaccruing loans were current on their loan payments.

(7)

Does not include proceeds from the Conversion consummated on July 10, 2012 for years ended prior to June 30, 2013.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

This discussion and analysis reviews our consolidated financial statements and other relevant statistical data and is intended to enhance your understanding of our financial condition and results of operations. The information in this section has been derived from the Consolidated Financial Statements and footnotes thereto, which are included in Item 8 of this Form 10-K. You should read the information in this section in conjunction with the business and financial information regarding us as provided in this Form 10-K.

Overview

Our principal business consists of attracting deposits from the general public and investing those funds, along with borrowed funds in loans secured primarily 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, 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 by United States Government agencies and government-sponsored enterprises, as well as, certificates of deposit insured by the FDIC.

We offer a variety of deposit accounts for individuals, businesses, and nonprofit organizations. Deposits 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, mortgage banking income, 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.



50




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 five additional markets through strategic acquisitions as well as two 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 through 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.

At June 30, 2016, we had 39 locations in North Carolina (including the Asheville metropolitan area, the "Piedmont" region, Charlotte, and a loan production office in Raleigh), Upstate South Carolina (Greenville), East Tennessee (including Kingsport/Johnson City, Knoxville, and Morristown) and Southwest Virginia (including the Roanoke Valley).

Merger, Acquisition, and Consolidation Activity

On October 30, 2015, the Bank consolidated six branch offices located in North Carolina and Tennessee. The closures were the result of a review of customer banking preferences and the current branch network. The Company had a nonrecurring impairment charge of $400,000 and $375,000 for the quarters ended June 30, 2016 and 2015, respectively in relation to the consolidation of these offices.

On November 14, 2014, we completed the acquisition of ten branch banking locations in Virginia and North Carolina from Bank of America Corporation (the "Branch Acquisition"). Six of the branches are located in Roanoke Valley, two in Danville, one in Martinsville, Virginia, and one in Eden, North Carolina. The acquisition added approximately $1.0 million in loans and $329.2 million in deposits.

On July 31, 2014, HomeTrust Bank completed its acquisition of Bank of Commerce headquartered in Charlotte, North Carolina. The acquisition of one office in midtown Charlotte added approximately $86.5 million in loans and $93.4 million in deposits.

On May 31, 2014, we completed our acquisition of Jefferson Bancshares, Inc., the holding company for Jefferson Federal Bank, ("Jefferson") headquartered in Morristown, Tennessee. Jefferson had twelve offices located across East Tennessee. The acquisition added approximately $329.9 million in loans and $377.4 million in deposits.

On July 31, 2013, we completed our acquisition of BankGreenville Financial Corporation ("BankGreenville") with one office located in Greenville, South Carolina. The acquisition added approximately $47.8 million in loans and $89.1 million in deposits.

Business and Operating Strategy and Goals

Our primary objective is to continue to operate and grow HomeTrust Bank as a well-capitalized, profitable, independent, community banking organization. Our mission is to create stockholder value by building relationships with our employees, customers, and communities in our primary markets in North Carolina (including the Asheville metropolitan area, the "Piedmont" region, Charlotte, and a loan production office in Raleigh), Upstate South Carolina (Greenville), East Tennessee (including Kingsport/Johnson City, Knoxville, and Morristown) and Southwest Virginia (including the Roanoke Valley) through exceptional service while delivering on our brand promise that "It's Just Better Here." We will also need to continue providing our employees with the tools necessary to effectively deliver our products and services to customers in order to compete effectively with other financial institutions operating in our market areas.

Continuing to originate residential and commercial real estate loans and municipal leases.   Our primary lending focus has been, and will continue to be, on operating as a residential and commercial mortgage lender. We originate both fixed and adjustable-rate residential and commercial mortgage loans. Most of the long term fixed-rate residential mortgage loans that we originate are sold into the secondary market with servicing released, while most of the residential adjustable rate mortgages and fixed rate mortgages with terms to maturity of 15 years or less, all commercial real estate loans, and all municipal leases that we originate, are retained in our portfolio. We intend to continue to emphasize these lending activities particularly in the larger attractive markets we have added in the past several years.

Expanding our lines of businesses.   During fiscal year 2016, the Bank hired a new Director of Treasury Management. The treasury management group will focus on increasing both interest and noninterest income through deposit growth plans and a variety of new and enhanced products. New products include an improved merchant services program delivering three times more earning per client as well as a more competitive pricing model and a new purchase card referral program for our larger commercial clients. The Bank continues to focus on its expanded commercial credit department and supporting systems to achieve our goal of sound and profitable growth of the Bank's commercial loan portfolio. With our new LPOs in Roanoke, Virginia and Raleigh, North Carolina, and the acquisitions of BankGreenville, Jefferson, and Bank of Commerce, we have expanded our commercial and industrial lending. The expansion and acquisitions have provided us personnel with expertise in commercial and industrial lending, as well as intimate knowledge of additional growing markets. Commercial loan originations for the years ended June 30, 2016, 2015, 2014 were $325.5 million, $194.9 million, and $68.1 million, respectively. During fiscal year 2014, HomeTrust Bank added an indirect auto finance line of business. The indirect auto finance group services automobile dealerships, its owners, and consumers buying automobiles through these dealerships mainly in western North Carolina and upstate South Carolina. Our focus on working with strong dealerships will allow us to expand into additional market areas and to actively deepen relationships through cross-selling opportunities, while building a strong reputation. Indirect auto lending production for the years ended June 30, 2016 and 2015 was $87.8 million and $53.0 million, respectively.


51




Focusing on expense management. During fiscal year 2016, the Bank continued its disciplined approach to managing expenses and implemented several new cost cutting strategies. These initiatives include: the consolidation of six branches, which is expected to save $1.2 million in expenses on an annual basis; the conversion from a national charter to a state chartered bank, which is expected to save $350,000 in expenses on an annual basis; the completion of a branch optimization study, which is expected to save $375,000 in expenses on an annual basis; and a change in health care providers to avoid $700,000 in expense increases for the coming fiscal year. In addition, we are currently completing a bank-wide efficiency study to identify additional areas for improvements.

Disciplined franchise expansion . We believe opportunities currently exist within our market areas to grow our franchise as illustrated by 83% of our commercial loan originations in fiscal year 2016 were secured by properties located in market area we entered into subsequent to our Conversion. 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.

Maintaining and improving asset quality. The Company believes that strong asset quality is a key to long-term financial success. The percentage of nonperforming loans to total loans was 1.01% and 1.47% for June 30, 2016 and 2015, respectively. The Company's percentage of nonperforming assets to total assets at June 30, 2016 was 0.9% compared to 1.15% at June 30, 2015. The Company has actively managed the delinquent loans and nonperforming assets by aggressively pursuing the collection of consumer debts and marketing saleable properties upon foreclosure or repossession, work-outs of classified assets and loan charge-offs. In the past several years, the Company has applied more conservative and stringent underwriting practices to new loans, including, among other things, an increased emphasis on a borrower's ongoing ability to repay a loan by requiring lower debt to income ratios, higher credit scores and lower loan to value ratios than our previous lending policies had required. Although the Company intends to grow the commercial loan portfolio by expanding commercial real estate and commercial and industrial lending, the Company intends to manage credit exposures through the use of experienced bankers in this area and a conservative approach to lending.

Emphasizing lower cost core deposits to manage the funding costs of our loan growth.   We offer personal checking, savings and money-market accounts, which generally are lower-cost sources of funds than certificates of deposit and are less sensitive to withdrawal when interest rates fluctuate. To build our core deposit base, over the past several years, we have sought to reduce our dependence on traditional higher cost deposits in favor of stable lower cost demand deposits. We have utilized additional product offerings, technology and a focus on customer service in working toward this goal. In addition, we intend to increase demand deposits by growing business banking relationships through a recently expanded product line tailored to our target business customers' needs. We are also pursuing a number of strategies that include product offerings such as mobile banking and sales promotions on savings and checking accounts to encourage the growth of lower cost deposits.

Improving profitability through customer growth and balance sheet management.   We are continuing to focus significant efforts on creating brand awareness, offering competitive products and employing a strong and experienced workforce. In order to deepen the relationships with our customers and increase individual customer profitability, we have continued our cross-marketing program, which allows us to better identify lending opportunities and services for customers when a new account is opened. In addition, we have targeted our direct mail campaigns to take advantage of competitor mergers and/or branch closures to acquire new customer core deposits. We believe these initiatives have positioned us well to implement a strategy focused on improving revenue growth and noninterest income.

Hiring and retaining experienced employees with a customer service focus.  We have been successful in attracting and retaining banking professionals with strong community relationships and significant knowledge of our markets, through both individual hires and business combinations, which is central to our business strategy. Exceptional service, local involvement and timely decision-making are integral parts of our business strategy, and we continue to seek additional highly qualified and motivated individuals. We believe that by focusing on experienced bankers who are established in their communities, we enhance our market position and add profitable growth opportunities. Our compensation and incentive systems are aligned with our strategies to grow core deposits and our loan portfolio as the economy improves, while improving asset quality. We have a strong corporate culture based on personal accountability, high ethical standards and significant training opportunities, which is supported by our commitment to career development and promotion from within the organization.

Critical Accounting Policies

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.

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.


52




The following represent our critical accounting policies:

Allowance for Loan Losses.   The allowance for loan losses is the amount estimated by management as necessary to cover losses inherent in the loan portfolio at the balance sheet date. The allowance is established through the provision for loan losses, which is charged to income. Determining the amount of the allowance for loan losses necessarily involves a high degree of judgment. Among the material estimates required to establish the allowance are: loss exposure at default; the amount and timing of future cash flows on impaired loans; value of collateral; and determination of loss factors to be applied to the various elements of the portfolio. All of these estimates are susceptible to significant change. Management reviews the level of the allowance quarterly and establishes the provision for loan losses based upon an evaluation of the portfolio, past loss experience, current economic conditions, and other factors related to the collectability of the loan portfolio. Although we believe that we use the best information available to establish the allowance for loan losses, future adjustments to the allowance may be necessary if economic or other conditions differ substantially from the assumptions used in making the evaluation. In addition, bank regulators, as an integral part of their examination process, periodically review our allowance for loan losses and may require us to recognize adjustments to the allowance based on their judgments about information available to them at the time of their examination. A large loss could deplete the allowance and require increased provisions to replenish the allowance, which would adversely affect earnings.

Business Combinations and Acquired Loans.   We use the acquisition method of accounting for all business combinations. The acquisition method of accounting requires us as acquirer to recognize the fair value of assets acquired and liabilities assumed at the acquisition date, as well as, recognize goodwill or a gain from a bargain purchase, if appropriate. Any acquisition-related costs and restructuring costs are recognized as period expenses as incurred.

We account for purchased performing loans acquired in business combinations using the contractual cash flows method of recognizing discount accretion based on the acquired loans' contractual cash flows. We record purchased performing loans at fair value, including a credit discount. The fair value discount is accreted as an adjustment to yield over the estimated lives of the loans. We do not establish any allowance for loan losses for purchased performing loans, however we will record a provision for loan losses for any further deterioration in these loans subsequent to the acquisition.

We consider loans purchased with evidence of credit deterioration and for which it is probable that all contractually required payments will not be collected as purchased credit-impaired ("PCI") loans. Evidence of credit quality deterioration as of the purchase date may include the internal loan risk grade, delinquent and nonaccrual status, recent credit scores, and recent loan-to-value percentages. We initially record PCI loans at fair value, which includes estimated future credit losses expected to be incurred over the life of the loan. Thus, we do not establish any allowance for loan losses for PCI loans. We estimate the cash flows expected to be collected at the purchase date using specific credit reviews of certain loans and quantitative models incorporating credit risk, prepayment assumptions, and various other factors. These estimates require significant judgment given the impact of real estate prices, changing loss estimates, prepayment assumptions, and other relevant factors. The excess of cash flows expected to be collected over the estimated fair value is the accretable yield and is recognized in interest income over the remaining life of the loan. The difference between the contractually required payments and the cash flows expected to be collected at the purchase date, considering the impact of prepayments, is the nonaccretable difference and is available to absorb future loan chargeoffs.

Real Estate Owned ("REO").   REO represents real estate acquired as a result of customers' loan defaults. At the time of foreclosure, REO is recorded at fair value less costs to sell, which becomes the property's new basis. Any write-downs based on the asset's fair value at the date of acquisition are charged to the allowance for loan losses. After foreclosure, management periodically performs valuations such that the real estate is carried at the lower of its new cost basis or fair value, net of estimated costs to sell. Revenue and expenses from operations and subsequent valuation adjustments to the carrying amount of the property are included in noninterest expense in the consolidated statements of income. In some instances, we may make loans to facilitate the sales of REO. Management reviews all sales for which it is the lending institution for compliance with sales treatment under provisions established by Accounting Standards Codification ("ASC") Topic 360, "Accounting for Sales of Real Estate." Any gains related to sales of REO may be deferred until the buyer has a sufficient initial and continuing investment in the property.

Goodwill and Intangibles. Goodwill is reviewed for potential impairment on an annual basis during the fourth quarter, or more often if events or circumstances indicate there may be impairment. Testing is first conducted through a review of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value, a "Step 0" analysis. If, based on a review of qualitative factors, it is more likely than not that the fair value of a reporting unit is less than its carrying value, we perform "Step 1" of the traditional two-step process. If the fair value is less than the carrying amount, "Step 2" is conducted by comparing the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount exceeds the implied fair value, an impairment loss is recognized in an amount equal to that excess. Other identifiable intangible assets are evaluated for impairment if events or changes in circumstances indicate a possible impairment.  

Deferred Tax Assets. We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that some portion of the deferred tax asset will not be realized. We exercise significant judgment in evaluating the amount and timing of recognition of the resulting tax liabilities and assets. These judgments require us to make projections of future taxable income. The judgments and estimates we make in determining our deferred tax assets, which are inherently subjective, are reviewed on a continual basis as regulatory and business factors change. Any reduction in estimated future taxable income may require us to record a valuation allowance against our deferred tax assets.


53




Non-GAAP Financial Measures

In addition to results presented in accordance with GAAP, this Form10-K contains certain non-GAAP financial measures, which include: the efficiency ratio; the ratio of the allowance for loan losses to total loans excluding acquired loans; tangible book value; tangible book value per share; and tangible equity to tangible assets ratio. The Company believes these non-GAAP financial measures and ratios as presented are useful for both investors and management to understand the effects of certain items and provides an alternative view of the Company's performance over time and in comparison to the Company's competitors.


Management elected to obtain additional FHLB borrowings beginning in November 2014 as part of a short term leveraging strategy to generate additional net interest income with the proceeds, as well as dividend income from the required purchase of additional FHLB stock. 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 performance against peers.


The Company believes these measures facilitate comparison of the quality and composition of the Company's capital and earnings ability over time and in comparison to its competitors. These non-GAAP measures have inherent limitations, are not required to be uniformly applied and are not audited. They should not be considered in isolation or as a substitute for total stockholders' equity or operating results determined in accordance with GAAP. These non-GAAP measures may not be comparable to similarly titled measures reported by other companies. 


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

Year Ended

(Dollars in thousands)

June 30,

2016

2015

2014

Noninterest expense

$

78,853


$

81,552


$

55,032


Less REO-related expenses

1,799


1,673


2,089


Less merger-related expenses

-


5,417


2,708


Less impairment charge for branch consolidations

400


375


-


Noninterest expense – as adjusted

$

76,654


$

74,087


$

50,235


Net interest income

$

81,707


$

79,766


$

54,849


Plus noninterest income

13,503


12,519


8,738


Plus tax equivalent adjustment

2,537


2,736


3,076


Less realized gain on securities

-


61


10


Net interest income plus noninterest income – as adjusted

$

97,747


$

94,960


$

66,653


Efficiency ratio

78.42

%

78.02

%

75.37

%

Efficiency ratio (without adjustments)

82.82

%

88.37

%

86.55

%


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)

June 30, 2016

March 31, 2016

December 31, 2015

September 30, 2015

June 30, 2015

Loans receivable (GAAP)

$

1,832,831


$

1,814,695


$

1,747,560


$

1,742,114


$

1,685,707


Less: acquired loans

(220,891

)

(244,549

)

(263,837

)

(285,317

)

(272,754

)

Adjusted loans (non-GAAP)

$

1,611,940


$

1,570,146


$

1,483,723


$

1,456,797


$

1,412,953


Allowance for loan losses (GAAP)

$

21,292


$

21,761


$

21,977


$

22,122


$

22,374


Allowance for loan losses / Adjusted loans (non-GAAP)

1.32

%

1.39

%

1.48

%

1.52

%

1.58

%


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

(Dollars in thousands, except per share data)

At June 30,

2016

2015

Total stockholders' equity

$

359,976


$

371,050


Less: goodwill, core deposits intangibles, net of taxes

(17,169

)

(19,000

)

Tangible book value

$

342,807


$

352,050


Common shares outstanding

17,998,750


19,488,449


Tangible book value per share (1)

$

19.05


$

18.06




54




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

At June 30,

(Dollars in thousands)

2016

2015

Tangible book value (1)

$

342,807


$

352,050


Total assets

2,717,677


2,783,114


Less: goodwill, core deposit intangibles, net of taxes

(17,169

)

(19,000

)

Total tangible assets (2)

$

2,700,508


$

2,764,114


Tangible equity to tangible assets

12.69

%

12.74

%

_________________________________________________________________

(1)

Tangible book value is equal to total shareholders' 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.


Set forth below is a reconciliation to GAAP net interest income and net interest margin as adjusted to exclude additional FHLB borrowings and proceeds from such borrowings:

Year Ended June 30, 2016

Year Ended June 30, 2015

Average Balance Outstanding

Interest Earned / Paid

Yield/ Rate

Average Balance Outstanding

Interest Earned / Paid

Yield/ Rate

Interest-earning assets

$

2,496,449


$

90,283


3.62

 %

$

2,267,373


$

87,892


3.88

 %

Less: Interest-earning assets funded by additional FHLB borrowings (1)

409,250


3,312


0.81

 %

217,364


1,254


0.58

 %

Interest-earning assets - adjusted

$

2,087,199


$

86,971


4.17

 %

$

2,050,009


$

86,638


4.23

 %

Interest-bearing liabilities

$

2,093,527


$

6,040


0.29

 %

$

1,879,845


$

5,390


0.29

 %

Additional FHLB borrowings (2)

409,250


1,262


0.31

 %

217,365


435


0.20

 %

Interest-bearing liabilities - adjusted

$

1,684,277


$

4,778


0.28

 %

$

1,662,480


$

4,955


0.30

 %

Net interest income and net interest margin

$

84,243


3.37

 %

$

82,502


3.64

 %

Net interest income and net interest margin - adjusted

82,194


3.94

 %

81,683


3.98

 %

Difference

$

2,049


(0.57

)%

$

819


(0.34

)%

_________________________________________________________________________________

(1)

Proceeds from the additional borrowings were invested in various interest-earning assets including: deposits with the FRB, FHLB stock, certificates of deposits in other banks, and commercial paper.

(2)

Additional borrowings were obtained in November 2014.

Comparison of Financial Condition at June 30, 2016 and June 30, 2015

General.   At June 30, 2016 , total assets of $2.7 billion and total liabilities of $2.4 billion remained relatively consistent with June 30, 2015. The increase in borrowings of $16.0 million, or 3.4% and the cumulative decrease of $195.9 million, or 23.3%, in cash and cash equivalents, commercial paper, certificates of deposit in other banks, and securities available for sale during fiscal 2016 were part of our strategy to reduce excess liquidity by funding higher yielding loans, reducing higher cost certificates of deposit, and the repurchase of common stock. 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 $63.6 million , or 54.7% , to $52.6 million at June 30, 2016 from $116.2 million at June 30, 2015 . The Company began purchasing commercial paper during 2015 in conjunction with its short-term leverage strategy, to take advantage of higher returns with relatively low risk, yet remain highly liquid. The commercial paper balance at June 30, 2016 was $229.9 million compared to $256.2 million at June 30, 2015.

As part of the Company's liquidity strategy, we also invest a portion of our excess cash in certificates of deposit in other banks which have a higher yield than cash held in interest-earning accounts in order to increase earnings. All of the certificates of deposit in other banks are fully insured by the FDIC. At June 30, 2016 , certificates of deposits in other banks totaled $161.5 million compared to $210.6 million at June 30, 2015 . The Company has been maintaining a high liquidity position consistent with the Company's strategy of managing credit and liquidity risk.

Loans.   Net loans receivable increased $148.2 million , or 8.9% , to $1.8 billion at June 30, 2016 compared to $1.7 billion at June 30, 2015 primarily due to $74.8 million of organic growth in particular a $56.0 million increase in indirect auto loans, and $72.4 million in purchased HELOCs, net of repayments.


55




For fiscal year 2016, the retail loan segment portfolio originations increased from $241.8 million to $266.5 million, or 10.2%, compared to the previous year. The commercial loan segment portfolio originations increased from $210.2 million to $336.7 million, or 60.2%, compared to the previous year. Organic net loan growth for the year ended June 30, 2016, which excludes loans acquired through acquisitions and purchases of HELOCs, was $74.8 million, or 4.4%, compared to $28.2 million, or 1.9% for the year ended June 30, 2015.

Retail consumer and commercial loans consist of the following at the dates indicated:

Percent of total

June 30,

June 30,

Change

June 30,

June 30,

2016

2015

$

%

2016

2015

Retail consumer loans:

One-to-four family

$

623,701


$

650,750


$

(27,049

)

(4.2

)%

34.0

%

38.6

%

HELOCs - originated

163,293


161,204


2,089


1.3


8.9


9.6


HELOCs - purchased

144,377


72,010


72,367


100.5


7.9


4.4


Construction and land/lots

38,102


45,931


(7,829

)

(17.0

)

2.1


2.7


Indirect auto finance

108,478


52,494


55,984


106.6


5.9


3.1


Consumer

4,635


3,708


927


25.0


0.3


0.2


Total retail consumer loans

1,082,586


986,097


96,489


9.8


59.1


58.6


Commercial loans:



Commercial real estate

486,561


441,620


44,941


10.2


26.6


26.2


Construction and development

86,840


64,573


22,267


34.5


4.7


3.8


Commercial and industrial

73,289


84,820


(11,531

)

(13.6

)

4.0


5.0


Municipal leases

103,183


108,574


(5,391

)

(5.0

)

5.6


6.4


Total commercial loans

749,873


699,587


50,286


7.2


40.9


41.4


Total loans

$

1,832,459


$

1,685,684


$

146,775


8.7

 %

100.0

%

100.0

%

Asset Quality . The Company continues to see improvements across all asset quality metrics. Nonperforming assets decreased 23.2% to $24.5 million, or 0.90% of total assets, at June 30, 2016 , compared to $31.9 million, or 1.15% of total assets, at June 30, 2015 . Nonperforming assets included $18.5 million in nonaccruing loans and $6.0 million in REO at June 30, 2016 , compared to $24.9 million and $7.0 million, in nonaccruing loans and REO, respectively, at June 30, 2015 . Included in nonperforming loans are $4.6 million of loans restructured from their original terms of which $3.0 million were current with respect to their modified payment terms. The decrease in nonaccruing loans was primarily due to continued improvements in credit quality throughout the loan portfolio and loans returning to performing status as payment history and the borrower's financial status improved. At June 30, 2016 , $8.1 million, or 43.7%, of nonaccruing loans were current on their required loan payments. Purchased impaired loans aggregating $6.6 million acquired from prior acquisitions are excluded from nonaccruing loans due to the accretion of discounts established in accordance with the acquisition method of accounting for business combinations. Nonperforming loans to total loans decreased to 1.01% at June 30, 2016 from 1.47% at June 30, 2015.

The ratio of classified assets to total assets decreased to 2.17% at June 30, 2016 from 2.92% at June 30, 2015 . Classified assets decreased 27.4% to $58.9 million at June 30, 2016 compared to $81.1 million at June 30, 2015 . Delinquent loans (loans delinquent 30 days or more) at June 30, 2016 were $19.5 million , or 1.1% of total loans compared to $29.8 million, or 1.8% of total loans at June 30, 2015.

As of June 30, 2016 , impaired loans decreased to $44.1 million from $57.9 million at June 30, 2015. 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. For more information on these impaired loans, see Note 4 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.

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 loans 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 to repay, estimated value of any underlying collateral, prevailing economic conditions and current risk factors specifically related to each loan type. See "Critical Accounting Policies – Allowance for Loan Losses" for a description of the manner in which the provision for loan losses is established.

Our allowance for loan losses at June 30, 2016 was $21.3 million , or 1.16% of total loans, compared to $22.4 million , or 1.33% of total loans at June 30, 2015 . The allowance for loan losses was 1.32% of total loans at June 30, 2016 , excluding acquired loans from the allowance for loan losses in accordance with the acquisition method of accounting for business combinations, as compared to 1.58% at June 30, 2015. The Company recorded these loans at fair value, which includes a credit discount, therefore, no allowance for loan losses is established for these loans at the time of acquisition. Any subsequent deterioration in credit quality will result in a provision for loan losses. The allowance for our acquired loans at June 30, 2016 was $361,000 compared to $401,000 at June 30, 2015.

There was no provision for loan losses for the year ended June 30, 2016 compared to $150,000 for fiscal 2015 as improvements in our credit quality offset the additional allowance required for our loan growth. Net loan charge-offs decreased to $1.1 million for the year ended June 30,


56




2016 from $1.2 million for fiscal 2015. Net charge-offs as a percentage of average loans decreased to 0.06% for the year ended June 30, 2016 from 0.07% for last fiscal year. The allowance as a percentage of nonaccruing loans increased to 114.98% at June 30, 2016 , compared to 90.02% a year earlier.

We believe that the allowance for loan losses as of June 30, 2016 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.

Investments.   Securities available for sale decreased $57.0 million , to $200.7 million at June 30, 2016 compared to $257.6 million at June 30, 2015 . During fiscal 2016, securities purchases of $66.0 million were more than offset by $100.8 million in investment securities maturities and $24.2 million in repayments. The securities purchased during this period were primarily short- to intermediate-term U.S. government agency notes and, to a lesser extent, intermediate-term taxable municipal securities. At June 30, 2016, certificates of deposit in other banks totaled $161.5 million compared to $210.6 million at June 30, 2015. All certificates of deposit in other banks are fully insured. We evaluate individual investment securities quarterly for other-than-temporary declines in market value. We do not believe that there are any other-than-temporary impairments at June 30, 2016 ; therefore, no impairment losses have been recorded for fiscal 2016 . Other investments include FHLB and FRB stock. FHLB stock increased $763,000, to $23.3 million over the last fiscal year due to the previously mentioned leveraging strategy. As a member of the Federal Reserve System, the Bank is required to own FRB stock, which totaled $6.2 million as of June 30, 2016 and 2015.

Real estate owned.   REO decreased $1.1 million , to $6.0 million at June 30, 2016 primarily due to the sale of $3.0 million in REO partially offset by $2.2 million in transfers from foreclosed loans. The total balance of REO included $3.9 million in land, construction and development projects (both residential and commercial), $1.2 million in commercial real estate, and $824,000 in single-family homes at June 30, 2016 .

Deferred income taxes. Deferred income taxes decreased $5.3 million, or 9.0%, to $54.2 million at June 30, 2016 from $59.5 million at June 30, 2015. The realization of net operating losses through increases in net income was the primary driver in the decrease.

Core deposit intangibles. Core deposit intangibles decreased $2.9 million, or 28.9%, to $7.1 million at June 30, 2016 from $10.0 million at June 30, 2015 as a direct result of amortization expense.

Other assets. Other assets decreased $8.2 million, or 62.8%, to $4.8 million at June 30, 2016 from $13.0 million at June 30, 2015 as a result of $8.0 million in loans sold at the end of the fourth quarter of fiscal 2015 followed by the receipt of proceeds in early first quarter of fiscal 2016.

Deposits.   Deposits decreased $69.4 million , or 3.7% , to $1.8 billion at June 30, 2016 from $1.9 billion at June 30, 2015 . The decrease was primarily due to a managed run off of $134.4 million in higher cost certificates of deposit partially offset by a $38.4 million increase in money market accounts, and a $37.5 million increase in checking accounts.

Borrowings.   Borrowings increased to $491.0 million at June 30, 2016 from $475.0 million at June 30, 2015 as a result of a $16.0 million increase in FHLB advances as part of management's short-term leveraging strategy. All FHLB advances have maturities of less than 90 days with a weighted average interest rate of 0.42% at June 30, 2016 .

Equity.   Stockholders' equity at June 30, 2016 decreased to $360.0 million from $371.1 million at June 30, 2015 . The decrease was a result of 1,510,994 shares of common stock being repurchased at an average cost of $18.35 per share, or approximately $27.7 million in total, partially offset by $11.5 million in net income and a $1.5 million increase in accumulated other comprehensive income representing unrealized gains on securities available for sale, net of tax. Tangible book value per share increased $0.99, or 5.5% to $19.05 as of June 30, 2016 compared to $18.06 at June 30, 2015.


57




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, related 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.

Years Ended June 30,

2016

2015

2014

Average
Balance
Outstanding

Interest
Earned/
Paid (2)

Yield/
Rate (2)

Average
Balance
Outstanding

Interest
Earned/
Paid (2)

Yield/
Rate (2)

Average
Balance
Outstanding

Interest
Earned/
Paid (2)

Yield/
Rate (2)

(Dollars in thousands)

Interest-earning assets:

Loans receivable (1)

$

1,764,229


$

80,974


4.59

%

$

1,628,067


$

80,611


4.95

%

$

1,213,271


$

59,911


4.94

%

Deposits in other financial institutions

213,011


1,974


0.93

%

332,703


2,323


0.70

%

211,254


1,749


0.83

%

Investment securities

229,287


4,161


1.81

%

200,772


3,659


1.82

%

89,781


1,578


1.76

%

Other

289,922


3,174


1.09

%

105,831


1,299


1.23

%

13,730


119


0.87

%

Total interest-earning assets

2,496,449


90,283


3.62

%

2,267,373


87,892


3.88

%

1,528,036


63,357


4.15

%

Interest-bearing liabilities:

Interest-bearing checking accounts

389,027


581


0.15

%

349,599


442


0.13

%

220,427


275


0.12

%

Money market accounts

501,871


1,112


0.22

%

453,056


1,027


0.23

%

306,747


788


0.26

%

Savings accounts

215,584


289


0.13

%

209,782


304


0.14

%

92,374


156


0.17

%

Certificate accounts

504,469


2,549


0.51

%

621,943


3,119


0.50

%

547,929


4,198


0.77

%

Borrowings

482,576


1,510


0.31

%

245,464


498


0.20

%

6,109


15


0.25

%

Total interest-bearing liabilities

2,093,527


6,041


0.29

%

1,879,844


5,390


0.29

%

1,173,586


5,432


0.46

%

Tax-equivalent net interest income

$

84,242


$

82,502


$

57,925


Tax equivalent interest rate spread

3.33

%

3.59

%

3.69

%

Net earning assets

$

402,922


$

387,529


$

354,450


Tax equivalent net interest margin

3.37

%

3.64

%

3.79

%

Average interest-earning assets to average interest-bearing liabilities

119.25

%

120.61

%

130.20

%

___________________

(1)

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

(2)

Interest income used in the average interest/earned and yield calculation includes the tax equivalent adjustment of $2.5 million, $2.7 million, and $3.1 million for fiscal years ended June 30, 2016 , 2015 , and 2014 , respectively, calculated based on a federal income tax rate of 34%.


58




Rate/Volume Analysis

The following schedule 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.

Year Ended

June 30,

Years Ended

June 30,

2016 vs. 2015

2015 vs. 2014

Increase/
(decrease)
due to

Total
increase/
(decrease)

Increase/
(decrease)
due to

Total
increase/
(decrease)

(Dollars in thousands)

Volume

Rate

Volume

Rate

Interest-earning assets:

Loans receivable

$

6,742


$

(6,379

)

$

363


$

20,483


$

217


$

20,700


Deposits in other financial institutions

(836

)

487


(349

)

1,006


(432

)

574


Investment securities

520


(18

)

502


1,951


130


2,081


Other

2,260


(385

)

1,875


798


382


1,180


Total interest-earning assets

8,686


(6,295

)

2,391


24,238


297


24,535


Interest-bearing liabilities:

Interest-bearing checking accounts

$

49


$

90


$

139


$

161


$

6


$

167


Money market accounts

111


(26

)

85


376


(137

)

239


Savings accounts

9


(24

)

(15

)

198


(50

)

148


Certificate accounts

(589

)

19


(570

)

567


(1,646

)

(1,079

)

Borrowings

481


531


1,012


588


(105

)

483


Total interest-bearing liabilities

$

61


$

590


$

651


$

1,890


$

(1,932

)

$

(42

)

Net increase in tax equivalent interest income

$

1,740


$

24,577


Comparison of Results of Operations for the Years Ended June 30, 2016 and June 30, 2015

General.   During 2016 , we had net income of $11.5 million a $3.4 million, or 42.8% increase compared to net income of $8.0 million earned in 2015. The Company's basic and diluted earnings per share increased to $0.65 from $0.42 per share for fiscal year 2016 compared to 2015.

Net Interest Income.   Net interest income for 2016 was $81.7 million a $1.9 million, or 2.4% increase from $79.8 million in 2015. Average interest-earning assets increased $229.1 million, or 10.1% to $2.5 billion for 2016 compared to $2.3 billion in 2015, mainly from organic loan growth, purchased HELOCs, and our leveraging strategy. During 2016, the average balance of loans receivable increased $136.2 million, or 8.4% and the average interest-earning deposits with banks for 2016, decreased $119.7 million, or 36.0% as compared to 2015 as we reallocated funds to higher yielding assets. Average interest-earning deposits with other financial institutions for the year ended June 30, 2016, decreased $119.7 million, or 36.0% as compared to last year as we redeployed a substantial portion of these funds into higher yielding assets. We continue to utilize our leveraging strategy, where additional 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. As a result, average other interest-earning assets, consisting of FRB stock, FHLB stock, and commercial paper, increased $184.1 million or 173.9% during the year ended June 30, 2016, as compared to last year.

Net interest margin (on a fully taxable-equivalent basis) for 2016 decreased 27 basis points to 3.37% from 3.64% for the prior year primarily due to the $237.1 million increase in average borrowings consisting of short-term FHLB borrowings and the 25 basis point increase in the federal funds rate in December 2015. During 2016, our leveraging strategy produced an additional $3.3 million in interest income at an average yield of 81 basis points, while the average cost of the borrowings was 31 basis points, resulting in approximately $2.0 million in net interest income. In comparison, our leveraging strategy produced an additional $1.3 million in interest income at an average yield of 58 basis points, while the average cost of the borrowings was 20 basis points, resulting in approximately $819,000 in net interest income for 2015. Excluding the effects of the leveraging strategy, the net interest margin would have decreased four basis points to 3.94% for 2016 compared to 3.98% for 2015.

Interest Income.   Interest income for 2016 was $87.7 million , compared to $85.2 million for 2015, an increase of $2.6 million , or 3.0% . The $562,000 , or 0.7% increase in interest income from loans in 2016 was a result of average loan receivables increasing $136.2 million to $1.8 billion which offset a 36 basis point decrease in the average loan yields compared to 2015. Net interest margin is enhanced by the amortization of purchase accounting discounts on purchased loans and certificates of deposit received in recent acquisitions, which is accreted into net interest income. This additional income 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 loan pools purchased and, at least semi-


59




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 loans 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 as well as year over year. Interest income on loans included $4.5 million, or 26 basis points and $5.4 million, or 33 basis points in accretion of purchase discounts on acquired loans for 2016 and 2015, respectively. Interest income from our leveraging strategy increased $2.1 million and interest income from securities available for sale increased $502,000 for 2016 compared to 2015. Partially offsetting increases in loan, leveraging, and securities available for sale interest income was a $349,000 decrease in interest income from certificates of deposit and other interest-bearing deposits.

Due to a significant number of adjustable-rate loans in the loan portfolio with interest rate floors below which the loans' contractual interest rate may not adjust, net interest income will be negatively impacted in a rising interest rate environment until such time as the current rate exceeds these interest rate floors. As of June 30, 2016 , our loans with interest rate floors totaled approximately $577.0 million and had a weighted average floor rate of 4.05% of which $263.0 million, or 45.4%, had yields that would begin floating again once prime rates increase at least 200 basis points.

Interest Expense.   Interest expense was $6.0 million in 2016, a $650,000, or 12.1% increase from $5.4 million in 2015. The increase was primarily due to average borrowings, increasing by $237.1 million to $482.6 million as a result of our leveraging strategy, as well as an 11 basis point increase in the average cost of borrowings increasing interest expense by $1.0 million for 2016 as compared to 2015. In addition, our deposit composition changed during the year as we continued to utilize excess liquidity to reduce higher-cost deposits. The average balance of certificates of deposit decreased $117.5 million to $504.5 million as a result of our previously mentioned managed run off, which primarily led to the $361,000 net decrease in interest expense on deposits. Partially offsetting the decline in certificates of deposit was an $88.2 million increase in average money market and checking accounts.

Provision for Loan Losses.   During 2016 , there was no provision for loan losses compared to $150,000 in the previous year reflecting continued improvements in our asset quality, offset by loan growth. The provision for loan losses reflects the amount required to maintain the allowance for losses at an appropriated level based upon management's evaluation of the adequacy of general and specific loss reserves, trends in delinquencies and net charge-offs and current economic conditions.

See "Comparison of Financial Condition at June 30, 2016 and 2015 - Asset Quality and Allowance for Loan Losses" for additional details.

Noninterest Income.   Noninterest income was $13.5 million for 2016 compared to $12.5 million for 2015. The $984,000, or 7.9% increase was primarily driven by a $750,000, or 12.6% increase in service charges on core deposit accounts corresponding to the increase in deposit accounts from prior acquisitions, an $80,000, or 2.7% increase in mortgage banking income and fees as a result of increases in brokered loan production, and a $215,000, or 6.1% increase in other noninterest income. The increase in other noninterest income was a result of having a full year of operations from our 2014 branch acquisition, which was partially offset by a $37,000 decrease in bank owned life insurance income.

Noninterest Expense.   Noninterest expense was $78.9 million in 2016, a $2.7 million, or 3.3% decrease from $81.6 million 2015. The overall decrease was a result of the absence of merger-related expenses in 2016, which totaled $5.4 million in 2015, partially offset by a $1.2 million, or 3.0% increase in salaries and employee benefits, a $471,000, or 5.5% increase in net occupancy expense, a $360,000, or 14.1% increase in amortization of core deposit intangibles, and a $605,000, or 7.1% increase in other expenses, all of which were primarily related to our branch acquisition in November 2014. REO-related expenses increased $126,000 primarily as a result of a $506,000 increase in loss on sale and impairment of REO primarily due to $216,000 in net losses on REO sales for fiscal year 2016, compared to $378,000 in net gains in fiscal year 2015, partially offset by an $88,000 decrease in post-foreclosure REO impairments. Partially offsetting this increase, REO expense declined $380,000, reflecting the overall decline in the number of REO properties.

Income Taxes.   The provision for income taxes was $4.9 million for fiscal 2016 , representing an effective tax rate of 30.0% , as compared to $2.6 million and an effective tax rate of 24.2% in 2015. This increase was due to higher income before taxes, as well as a nonrecurring $526,000 charge incurred in the first quarter of fiscal 2016 related to the decline in value of our deferred tax assets based on decreases in North Carolina's state corporate tax rates. North Carolina's corporate tax rate decreased to 4.0% in 2016 from 5.0% and 6.0% in 2015 and 2014, respectively. In August 2016, the state announced the revenue goals had been met and the new rate for 2017 would be 3.0%. For more information on income taxes and deferred taxes, see Note 12 of the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.

We perform a robust evaluation of our deferred tax assets each year to determine whether a deferred tax asset is more likely than not to be realized, evaluating all available positive and negative evidence including the possibility of future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial results. A deferred tax asset valuation allowance is established to reduce the net carrying amount of deferred tax assets if it is determined to be more likely than not that all or some portion of the deferred tax asset will not be realized. At June 30, 2016 and June 30, 2015, our deferred tax asset valuation allowance was $553,000 and $1.1 million reducing our net deferred tax assets to $54.2 million and $59.5 million, respectively. The deferred tax asset valuation allowance relates primarily to North Carolina state income taxes due as a result of limitations on state net operating loss carry-forwards. The net deferred tax asset was the amount that we determined was more likely than not to be realized, based on an analysis of positive and negative evidence at June 30, 2016 and June 30, 2015.


60




Comparison of Results of Operation for the Year Ended June 30, 2015 and 2014

General.   During 2015, we had net income of $8.0 million compared to net income of $10.3 million earned in 2014. The Company's 2015 earnings included merger-related expenses of $5.4 million and impairment charges of $375,000 related to the consolidation of six branch offices. Also significantly augmenting 2014 net income was a $6.3 million recovery of loan losses compared to a $150,000 provision for loan losses in 2015.

Net Interest Income. Net interest income was $79.8 million for 2015 compared to $54.8 million in 2014. The $25.0 million, or 45.4% increase was primarily the result of the $24.9 million increase in interest income primarily as a result of increases in average loans receivable and investment securities due to recent acquisitions. Net interest margin (on a fully taxable-equivalent basis) for 2015 contracted 15 basis points over the same period last year from 3.79% to 3.64% as a result of increasing average short-term FHLB borrowings by $239.4 million. The additional borrowings were invested in various short-term assets with an average yield of 0.58%, which generated an additional $819,000 in net interest income in 2015. Excluding the effects of the leverage strategy discussed above, net interest margin increased 19 basis points to 3.98%.

Interest Income.   Interest income for 2015 was $85.2 million, compared to $60.3 million for 2014, an increase of $24.9 million, or 41.3%. The $21.0 million, or 37.0% increase in interest income from loans was a result of average loan receivables increasing $414.8 million to $1.6 billion in 2015 over 2014. The corresponding average loan yield increased marginally by one basis point to 4.95% as the accretion of purchase discounts on acquired loans, which totaled $5.4 million for the year, more than offset new loans originated at lower rates and pay offs of higher yielding loans. Net interest margin is enhanced by the amortization of purchase accounting discounts on purchased loans and certificates of deposit received in recent acquisitions, which is accreted into net interest income. This additional income 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 loan pools purchased 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 loans 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 as well as year over year. The amortization of purchase accounting discounts on loans and certificates of deposit of $6.3 million increased the net interest margin (on a fully taxable-equivalent basis) 28 basis points for fiscal 2015.

Due to a significant number of adjustable-rate loans in the loan portfolio with interest rate floors below which the loans' contractual interest rate may not adjust, net interest income will be negatively impacted in a rising interest rate environment until such time as the current rate exceeds these interest rate floors. As of June 30, 2015, our loans with interest rate floors totaled approximately $578.7 million and had a weighted average floor rate of 4.29% of which $271.9 million, or 47.0%, had yields that would begin floating again once prime rates increase at least 200 basis points.

The combined average balance of investment securities, deposits in other financial institutions, and other interest-earning assets increased by $324.5 million, or 103.1%, to $639.3 million for 2015, while the interest and dividend income from those investments increased by $3.8 million compared to 2014. The increase in average balances in 2015 was primarily due to the purchase of $135.8 million of investment securities, $256.2 million increase in commercial paper, and $24.2 million in investment securities acquired from Bank of Commerce. These increases were partially offset by $41.3 million of U.S. agency securities maturing and $29.8 million in repayments and sales of securities.

Interest Expense.   Interest expense for 2015 remained consistent with prior year at $5.4 million. The 17 basis point drop in the average cost of interest-bearing liabilities from 2014 kept interest expense level with the prior year, while average interest-bearing liabilities increased $706.3 million to $1.9 billion for 2015 compared to 2014 as a result of our recent acquisitions and additional FHLB borrowings.

Deposit interest expense decreased $525,000, or 9.7%, to $4.9 million for 2015 compared to $5.4 million in 2014 primarily as a result of average cost of certificates of deposit decreasing by 27 basis points to 0.50%, which was driven by our strategy to utilize our excess liquidity, mainly cash, to reduce higher-cost deposits by competing less aggressively on certain deposit rates. Interest expense on borrowings increased $483,000 to $498,000 in 2015 over the previous year due to the additional FHLB borrowings.

Provision for Loan Losses.   During 2015, the provision for loan losses was $150,000 compared to a recovery of $6.3 million for 2014. The provision for loan losses reflects the amount required to maintain the allowance for losses at an appropriated level based upon management's evaluation of the adequacy of general and specific loss reserves, trends in delinquencies and net charge-offs and current economic conditions.

See "Comparison of Financial Condition at June 30, 2015 and 2014 - Asset Quality and Allowance for Loan Losses" for additional details.

Noninterest Income.   Noninterest income was $12.5 million for 2015 compared to $8.7 million for 2014. The $3.8 million, or 43.3% increase was primarily driven by $3.1 million, or 113.1% increase in service charges on core deposit accounts due to the growth in the number of our deposits accounts due to recent acquisitions. The $812,000, or 29.8% increase in other noninterest income was also a result of recent acquisitions as well as a $427,000 increase in income from bank owned life insurance.

Noninterest Expense.   Noninterest expense was $81.6 million in 2015, a $26.5 million, or 48.2% increase over $55.0 million 2014. This increase was primarily related to a $10.9 million increase in salaries and employee benefits, a $3.3 million increase in net occupancy expense, a $2.7 million increase in merger-related expenses, a $2.4 million increase in amortization of core deposit intangibles, and a $7.2 million increase in other expenses, all of which were a result of our recent acquisitions.

Income Taxes.   The provision for income taxes was $2.6 million for fiscal 2015, representing an effective tax rate of 24.2%, as compared to $4.5 million in 2014. This decrease was due to lower income before taxes, as well as a nonrecurring $962,000 charge incurred in the first quarter of


61




fiscal 2014 related to the decline in value of our deferred tax assets based on decreases in North Carolina's state corporate tax rates. Beginning January 1, 2014, North Carolina's corporate tax rate was reduced from 6.9% to 6.0% and to 5.0% in 2015.

Asset/Liability Management

Our Risk When Interest Rates Change.   The rates of interest we earn on assets and pay on liabilities generally are established contractually for a period of time. Market interest rates change over time. Our loans generally have longer maturities than our deposits. Accordingly, our results of operations, like those of other financial institutions, are impacted by changes in interest rates and the interest rate sensitivity of our assets and liabilities. The risk associated with changes in interest rates and our ability to adapt to these changes is known as interest rate risk and is our most significant market risk. If interest rates rise, our net interest income could be reduced because interest paid on interest-bearing liabilities, including deposits and borrowings, could increase more quickly than interest received on interest-earning assets, including loans and other investments. In addition, rising interest rates may hurt our income because they may reduce the demand for loans.

How We Measure Our Risk of Interest Rate Changes.   As part of our process to manage our exposure to changes in interest rates and comply with applicable regulations, we monitor our interest rate risk. In monitoring interest rate risk we continually analyze and manage assets and liabilities based on market conditions, their payment streams and interest rates, the timing of their maturities, their sensitivity to actual or potential changes in market interest rates, and interest rate sensitivities of the Company's non-maturity deposits with respect to interest rates paid and the level of balances. The board of directors sets the asset and liability policy of HomeTrust Bank, which is implemented by management and an asset/liability committee whose members include certain members of senior management.

The purpose of this committee is to communicate, coordinate and control asset/liability management consistent with our business plan and board approved policies. The committee establishes and monitors the volume and mix of assets and funding sources taking into account relative costs and spreads, interest rate sensitivity and liquidity needs. The objectives are to manage assets and funding sources to produce results that are consistent with liquidity, capital adequacy, growth, risk, and profitability goals.

The committee generally meets on a quarterly basis to review, among other things, economic conditions and interest rate outlook, current and projected liquidity needs and capital position, anticipated changes in the volume and mix of assets and liabilities and interest rate risk exposure limits versus current projections pursuant to net present value of portfolio equity analysis and income simulations. The committee recommends appropriate strategy changes based on this review. The committee is responsible for reviewing and reporting on the effects of the policy implementations and strategies to the board of directors at least quarterly.

Among the techniques we use to manage interest rate risk are: (i) increasing our portfolio of hybrid and adjustable-rate one-to-four family residential loans and commercial loans; (ii) maintaining a strong capital position, which provides for a favorable level of interest-earning assets relative to interest-bearing liabilities; and (iii) emphasizing less interest rate sensitive and lower-costing "core deposits." We also maintain a portfolio of short-term or adjustable-rate assets and use fixed-rate FHLB advances and brokered deposits to extend the term to repricing of our liabilities.

We consider the relatively short duration of our deposits in our overall asset/liability management process. Should short-term rates increase, we have assets and liabilities that will increase with the market. This is reflected in the small change in our present value equity ("PVE") when rates increase (see the table below). PVE is defined as the net present value of our existing assets and liabilities. In addition, we have historically demonstrated an ability to maintain retail deposits through various interest rate cycles. If local retail deposit rates increase dramatically, we also have access to wholesale funding through our lines of credit with the FHLB and FRB, as well as through the brokered deposit market to replace retail deposits, as needed.

Depending on the level of general interest rates, the relationship between long- and short-term interest rates, market conditions and competitive factors, the committee may in the future determine to increase our interest rate risk position somewhat in order to maintain or increase our net interest margin. In particular, we believe that the increased net interest income resulting from a mismatch in the maturity of our assets and liabilities portfolios can, during periods of stable or declining interest rates, provide high enough returns to justify increased exposure to sudden and unexpected increases in interest rates. As a result of this philosophy, our results of operations and the economic value of our equity will remain vulnerable to increases in interest rates and to declines due to differences between long- and short-term interest rates.

The committee regularly reviews interest rate risk by forecasting the impact of alternative interest rate environments on net interest income and our PVE. The committee also valuates these impacts against the potential changes in net interest income and market value of our portfolio equity that are monitored by the board of directors of HomeTrust Bank generally on a quarterly basis.

Our asset/liability management strategy sets limits on the change in PVE given certain changes in interest rates. The table presented here, as of June 30, 2016 , is forward-looking information about our sensitivity to changes in interest rates. The table incorporates data from an independent service, as it relates to maturity repricing and repayment/withdrawal of interest-earning assets and interest-bearing liabilities. Interest rate risk is measured by changes in PVE for instantaneous parallel shifts in the yield curve up and down 400 basis points. Given the relatively low level of market interest rates, a PVE calculation for a decrease of greater than 100 basis points has not been prepared. An increase in rates would slightly increase our PVE because the repricing of nonmaturing deposits tend to lag behind the increase in market rates. This positive impact is partially offset by the negative effect from our loans with interest rate floors which will not adjust until such time as a  loan's current interest rate adjusts to an increase in market rates which exceeds the interest rate floor. Conversely, in a falling interest rate environment these interest rate floors will assist in maintaining our net interest income. As of June 30, 2016 , our loans with interest rate floors totaled approximately $577.0 million, or 31.5% of our total loan portfolio and had a weighted average floor rate of 4.05%, of which $263.0 million, or 45.6%, had yields that would begin floating again once prime rates increase at least 200 basis points.


62




June 30, 2016

Change in Interest Rates in

Present Value Equity

PVE

Basis Points

Amount

$ Change

% Change

Ratio

(Dollars in Thousands)

+ 400

$

566,884


$

1,303


-

 %

23

%

+ 300

571,370


5,789


1


22


+ 200

572,676


7,095


1


22


+ 100

570,460


4,879


1


22


Base

565,581


-


-


21


- 100

524,555


(41,026

)

(7

)

19


In evaluating our exposure to interest rate movements, certain shortcomings inherent in the method of analysis presented in the foregoing table must be considered. For example, although certain assets and liabilities may have similar maturities or repricing periods, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in interest rates. Additionally, certain assets, such as adjustable rate mortgages, have features which restrict changes in interest rates on a short-term basis and over the life of the asset. Further, in the event of a significant change in interest rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed above. Finally, the ability of many borrowers to service their debt may decrease in the event of an interest rate increase. We consider all of these factors in monitoring our exposure to interest rate risk.

The board of directors and management of HomeTrust Bank believe that certain factors afford HomeTrust Bank the ability to operate successfully despite its exposure to interest rate risk. HomeTrust Bank may manage its interest rate risk by originating and retaining adjustable rate loans in its portfolio, by borrowing from the FHLB to match the duration of our funding to the duration of originated fixed rate one-to-four family and commercial loans held in portfolio and by selling on an ongoing basis certain currently originated longer term fixed rate one-to-four family real estate loans.

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 June 30, 2016 , HomeTrust Bank had an additional borrowing capacity of $63.7 million with the FHLB of Atlanta, a $186.5 million line of credit with the FRB, and three lines of credit with three unaffiliated banks totaling $60.0 million. At June 30, 2016 , we had $491.0 million in FHLB advances outstanding as part of the previously discussed leveraging strategy. 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 securities would therefore be marketable. In addition, we have historically sold 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 June 30, 2016 , brokered deposits totaled $13.6 million or 0.76% 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. The Company on a stand-alone level is a separate legal entity from HomeTrust 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 by the Company from the Conversion. We also have the ability to receive dividends or capital distributions from HomeTrust Bank, although there are regulatory restrictions on the ability of HomeTrust Bank to pay dividends. At June 30, 2016 , the Company (on an unconsolidated basis) had liquid assets of $15.0 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 June 30, 2016 , the total approved loan commitments and unused lines of credit outstanding amounted to $164.8 million and $340.4 million , respectively, as compared to $87.6 million and $250.8 million , respectively, as of June 30, 2015. Certificates of deposit scheduled to mature in one year or less at June 30, 2016 , totaled $325.5 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.


63


During fiscal 2016 , cash and cash equivalents decreased $63.6 million , or 54.7% , from $116.2 million as of June 30, 2014 to $52.6 million as of June 30, 2015 primarily due to management's decision to reduce excess cash by redeploying it to fund higher yielding loan growth and by reducing higher cost certificates of deposit. Cash provided by operating activities of $28.7 million was offset by cash used in investing activities of $10.9 million and financing activities of $81.4 million . Primary sources of cash for the year ended June 30, 2016 included proceeds from an increase in borrowings of $16.0 million, the maturities of investment securities of $100.8 million, the maturities of commercial paper, net of purchases, of $28.0 million, the maturities of certificates of deposit in other banks, net of purchases, of $49.1 million, and proceeds from the sale of REO of $2.8 million. Primary uses of cash during the period included, the purchase of securities available for sale of $66.0 million, a $69.4 million decrease in net deposits, $27.7 million used to repurchase common stock, and an increase in portfolio loans of $147.6 million. All sources and uses of cash reflect our cash management strategy to increase our amount of higher yielding investments and loans, reducing our holdings in lower yielding investments and increasing our lower costing deposits.

During fiscal 2015, cash and cash equivalents increased $70.3 million, or 153.5%, from $45.8 million as of June 30, 2014 to $116.2 million as of June 30, 2015 primarily due to the funds received from the FHLB leveraging strategy. Cash provided by financing activities of $257.9 million and operating activities of $2.4 million was partially offset by cash used in investing activities of $189.9 million. Primary sources of cash for the year ended June 30, 2015 included proceeds from the Branch Acquisition of $310.9 million, an increase in borrowings of $409.8 million, the maturity of investment securities of $41.3 million, and proceeds from the sale of REO of $9.7 million. Primary uses of cash during the period included the purchase of commercial paper, net of maturities, of $255.7 million, the purchase of securities available for sale, net of proceeds from sales of $125.4 million, a $133.5 million decrease in net deposits, $18.7 million used to repurchase common stock, an increase in portfolio loans of $106.6 million, and the purchase of certificates of deposit in other banks, net of maturities, of $46.8 million.

Contractual Obligations

The following table presents the Company's significant contractual obligations at June 30, 2016 (in thousands):

1 Year or Less

Over 1 to 3 Years

Over 3 to 5 Years

More Than 5 Years

Total

Borrowings

$

491,000


$

-


$

-


$

-


$

491,000


Capital lease

123


389


267


2,273


3,052


Operating leases

1,262


2,429


144


-


3,835


Total contractual obligations

$

492,385


$

2,818


$

411


$

2,273


$

497,887


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 year ended June 30, 2016 , 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 June 30, 2016 , is as follows (in thousands):

Commitments to make loans

$

164,766


Unused lines of credit

340,397


Total loan commitments

$

505,163


Capital Resources

At June 30, 2016 , equity totaled $360.0 million. Management monitors the capital levels of the Company to provide for current and future business opportunities and to ensure HomeTrust Bank meets regulatory guidelines for "well-capitalized" institutions.

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 BHCA 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 the same manner to those applicable to bank holding companies.

HomeTrust Bancshares, Inc. and the Bank are required to maintain specified levels of regulatory capital under federal banking regulations. The capital adequacy requirements are quantitative measures established by regulation that require HomeTrust Bancshares, Inc. and the Bank to maintain minimum amounts and ratios of capital. HomeTrust Bancshares, Inc.'s and the Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by bank regulators that, if undertaken, could have a direct material effect on the Company's financial statements. At June 30, 2016, HomeTrust Bancshares, Inc. and the Bank each exceeded all regulatory capital requirements.



64


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 capital categories of the Federal Reserve. As of June 30, 2016 , the Bank was considered "well capitalized" in accordance with its regulatory capital guidelines and exceeded all regulatory capital requirements with Common Equity Tier 1, Tier 1 Risk-Based, Total Risk-Based, and Tier 1 Leverage capital ratios of 12.80% , 12.80% , 13.79% , and 10.50% , respectively. As of June 30, 2015, Common Equity Tier 1, Tier 1 Risk-Based, Total Risk-Based, and Tier 1 Leverage capital ratios were 13.36%, 13.36%, 14.48%, and 10.00%, respectively.

As of June 30, 2016 , HomeTrust Bancshares, Inc. exceeded all regulatory capital requirements with Common Equity Tier 1, Tier 1 Risk-Based, Total Risk-Based, and Tier 1 Leverage capital ratios of 14.39% , 14.39% , 15.38% , and 11.78% , respectively. As of June 30, 2015, Common Equity Tier 1, Tier 1 Risk-Based, Total Risk-Based, and Tier 1 Leverage capital ratios were 15.92%, 15.92%, 17.03%, and 11.91%, respectively.

See Item 1, "Business-How We are Regulated," and Note 18 of the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K for additional details on the Company's capital requirements.

Impact of Inflation

The Consolidated Financial Statements and related financial data presented herein have been prepared in accordance with accounting principles generally accepted in the United States of America. These principles generally require the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative purchasing power of money over time due to inflation.

Unlike most industrial companies, virtually all the assets and liabilities of a financial institution are monetary in nature. The primary impact of inflation is reflected in the increased cost of our operations. As a result, interest rates generally have a more significant impact on a financial institution's performance than do general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services. In a period of rapidly rising interest rates, the liquidity and maturity structures of our assets and liabilities are critical to the maintenance of acceptable performance levels.

The principal effect of inflation on earnings, as distinct from levels of interest rates, is in the area of noninterest expense. Expense items such as employee compensation, employee benefits, and occupancy and equipment costs may be subject to increases as a result of inflation. An additional effect of inflation is the possible increase in dollar value of the collateral securing loans that we have made. Our management is unable to determine the extent, if any, to which properties securing loans have appreciated in dollar value due to inflation.

Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements, see Note 1 of the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K for additional details on the Company's capital requirements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss from adverse changes in market prices and rates. Our market risk arises principally from interest rate risk inherent in our lending, investing, deposit and borrowings activities. Management actively monitors and manages its interest rate risk exposure. In addition to other risks that we manage in the normal course of business, such as credit quality and liquidity, management considers interest rate risk to be a significant market risk that could have a potentially material effect on our financial condition and result of operations. The information contained in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations – Asset Liability Management" in this Form 10-K is incorporated herein by reference.


65




Item 8. Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page

Report of Independent Registered Public Accounting Firm

67

Consolidated Balance Sheets, June 30, 2016 and 2015

68

Consolidated Statements of Income for the Years Ended June 30, 2016, 2015 and 2014

69

Consolidated Statements of Comprehensive Income for the Years Ended June 30, 2016, 2015 and 2014

70

Consolidated Statements of Changes in Stockholders' Equity for the Years Ended June 30, 2016, 2015 and 2014

71

Consolidated Statements of Cash Flows for the Years Ended June 30, 2016, 2015 and 2014

72

Notes to Consolidated Financial Statements for the Years Ended June 30, 2016, 2015 and 2014

74

**

This annual report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting. As an emerging growth company, management's report was not subject to attestation by the Company's independent registered public accounting firm in accordance with the JOBS Act.


66




To the Stockholders and the Board of Directors

HomeTrust Bancshares, Inc. and Subsidiary


We have audited the accompanying consolidated balance sheets of HomeTrust Bancshares, Inc. and Subsidiary (the "Company") as of June 30, 2016 and 2015, and the related consolidated statements of income, comprehensive income, changes in stockholders' equity and cash flows for each of the years in the three-year period ended June 30, 2016. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of HomeTrust Bancshares, Inc. and its Subsidiary as of June 30, 2016 and 2015, and the results of their operations and their cash flows for each of the years in the three-year period ended June 30, 2016 in conformity with accounting principles generally accepted in the United States of America.


/s/ DIXON HUGHES GOODMAN LLP


Asheville, North Carolina    

September 13, 2016



67




HOMETRUST BANCSHARES, INC. AND SUBSIDIARY

Consolidated Balance Sheets

(Dollars in thousands, except per share data)

June 30,

2016

2015

Assets

Cash

$

29,947


$

33,891


Interest-bearing deposits

22,649


82,269


Cash and cash equivalents

52,596


116,160


Commercial paper

229,859


256,152


Certificates of deposit in other banks

161,512


210,629


Securities available for sale, at fair value

200,652


257,606


Other investments, at cost

29,486


28,711


Loans held for sale

5,783


5,874


Total loans, net of deferred loan fees and discount

1,832,831


1,685,707


Allowance for loan losses

(21,292

)

(22,374

)

Net loans

1,811,539


1,663,333


Premises and equipment, net

54,231


57,524


Accrued interest receivable

7,405


7,522


Real estate owned (REO)

5,956


7,024


Deferred income taxes

54,153


59,493


Bank owned life insurance (BOLI)

79,858


77,354


Goodwill

12,673


12,673


Core deposit intangibles

7,136


10,043


Other assets

4,838


13,016


Total Assets

$

2,717,677


$

2,783,114


Liabilities and Stockholders' Equity



Liabilities



Deposits

$

1,802,696


$

1,872,126


Borrowings

491,000


475,000


Capital lease obligations

1,958


1,979


Other liabilities

62,047


62,959


Total liabilities

2,357,701


2,412,064


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, 17,998,750 shares issued and outstanding at June 30, 2016; 19,488,449 at June 30, 2015

180


195


Additional paid in capital

186,104


210,621


Retained earnings

179,813


168,357


Unearned Employee Stock Ownership Plan (ESOP) shares

(8,464

)

(8,993

)

Accumulated other comprehensive income

2,343


870


Total stockholders' equity

359,976


371,050


Total Liabilities and Stockholders' Equity

$

2,717,677


$

2,783,114


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


68




HOMETRUST BANCSHARES, INC. AND SUBSIDIARY

Consolidated Statements of Income

(Dollars in thousands, except per share data)

June 30,

2016

2015

2014

Interest and Dividend Income

Loans

$

78,437


$

77,875


$

56,835


Securities available for sale

4,161


3,659


1,578


Certificates of deposit and other interest-bearing deposits

3,686


2,747


1,789


Other investments

1,463


875


79


Total interest and dividend income

87,747


85,156


60,281


Interest Expense




Deposits

4,531


4,892


5,417


Borrowings

1,509


498


15


Total interest expense

6,040


5,390


5,432


Net Interest Income

81,707


79,766


54,849


Provision for (Recovery of) Loan Losses

-


150


(6,300

)

Net Interest Income after Provision for (Recovery of) Loan Losses

81,707


79,616


61,149


Noninterest Income




Service charges and fees on deposit accounts

6,680


5,930


2,783


Mortgage banking income and fees

3,069


2,989


3,218


Gain from sales of securities available for sale

-


61


10


Other, net

3,754


3,539


2,727


Total noninterest income

13,503


12,519


8,738


Noninterest Expense




Salaries and employee benefits

42,491


41,265


30,366


Net occupancy expense

9,106


8,635


5,322


Marketing and advertising

2,037


2,048


1,360


Telephone, postage, and supplies

3,153


3,141


1,799


Deposit insurance premiums

1,985


1,922


1,312


Computer services

5,813


5,972


3,690


Loss on sale and impairment of REO

534


28


646


REO expense

1,265


1,645


1,443


Core deposit intangible amortization

2,907


2,547


166


Merger-related expenses

-


5,417


2,708


Impairment charges for branch consolidation

400


375


-


Other

9,162


8,557


6,220


Total noninterest expense

78,853


81,552


55,032


Income Before Income Taxes

16,357


10,583


14,855


Income Tax Expense

4,901


2,558


4,513


Net Income

$

11,456


$

8,025


$

10,342


Per Share Data:




Net income per common share:




Basic

$

0.65


$

0.42


$

0.54


Diluted

$

0.65


$

0.42


$

0.54


Average shares outstanding:




Basic

17,417,046


19,038,098


18,630,774


Diluted

17,606,689


19,117,902


18,715,669


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


69




HOMETRUST BANCSHARES, INC. AND SUBSIDIARY

Consolidated Statements of Comprehensive Income

(Dollars in thousands)

June 30,

2016

2015

2014

Net Income

$

11,456


$

8,025


$

10,342


Other Comprehensive Income




Unrealized holding gains on securities available for sale




Gains arising during the period

$

2,233


$

890


$

415


Deferred income tax expense

(760

)

(302

)

(141

)

Reclassification of securities gains recognized in net income

-


57


-


Deferred income tax expense

-


(20

)

-


Total other comprehensive income

$

1,473


$

625


$

274


Comprehensive Income

$

12,929


$

8,650


$

10,616


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


70




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, 2013

20,824,900


$

208


$

227,397


$

149,990


$

(10,051

)

$

(29

)

$

367,515


Net income

-


-


-


10,342


-


-


10,342


Stock repurchased

(1,845,744

)

(18

)

(29,442

)

-


-


-


(29,460

)

Granted restricted stock

7,050


-


-


-


-


-


-


Forfeited restricted stock

(18,900

)

-


-


-


-


-


-


Retired stock

(14,555

)

-


(226

)

-


-


-


(226

)

Shares issued for Jefferson Bancshares, Inc. merger

1,679,257


17


25,222


-


-


-


25,239


Stock option expense

-


-


1,273


-


-


-


1,273


Restricted stock expense

-


-


1,350


-


-


-


1,350


ESOP shares allocated

-


-


315


-


529


-


844


Other comprehensive income

-


-


-


-


-


274


274


Balance at June 30, 2014

20,632,008


$

207


$

225,889


$

160,332


$

(9,522

)

$

245


$

377,151


Net income

-


-


-


8,025


-


-


8,025


Stock repurchased

(1,147,927

)

(12

)

(18,458

)

-


-


-


(18,470

)

Forfeited restricted stock

(1,600

)

-


-


-


-


-


-


Retired stock

(12,032

)

(188

)

(188

)

Exercised stock options

18,000


-


259


-


-


-


259


Stock option expense

-


-


1,394


-


-


-


1,394


Restricted stock expense

-


-


1,427


-


-


-


1,427


ESOP shares allocated

-


-


298


-


529


-


827


Other comprehensive income

-


-


-


-


-


625


625


Balance at June 30, 2015

19,488,449


$

195


$

210,621


$

168,357


$

(8,993

)

$

870


$

371,050


Net income

-


-


-


11,456


-


-


11,456


Stock repurchased

(1,510,994

)

(15

)

(27,719

)

-


-


-


(27,734

)

Granted restricted stock

34,500


-


-


-


-


-


-


Forfeited restricted stock

(2,550

)

-


-


-


-


-


-


Retired stock

(12,855

)

-


(223

)

-


-


-


(223

)

Exercised stock options

2,200


-


32


-


-


-


32


Stock option expense

-


-


1,512


-


-


-


1,512


Restricted stock expense

-


-


1,427


-


-


-


1,427


ESOP shares allocated

-


-


454


-


529


-


983


Other comprehensive income

-


-


-


-


-


1,473


1,473


Balance at June 30, 2016

17,998,750


$

180


$

186,104


$

179,813


$

(8,464

)

$

2,343


$

359,976


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


71





HOMETRUST BANCSHARES, INC. AND SUBSIDIARY

Consolidated Statements of Cash Flows

(Dollars in thousands)


June 30,

2016

2015

2014

Operating Activities:

Net income

$

11,456


$

8,025


$

10,342


Adjustments to reconcile net income to net cash provided by operating activities:



Provision for (recovery of) loan losses

-


150


(6,300

)

Depreciation

4,035


3,776


2,369


Deferred income tax expense

4,581


2,286


4,378


Net amortization and accretion

(3,986

)

(4,806

)

(1,272

)

Loss on sale and impairment of REO

534


28


646


Earnings from BOLI

(1,874

)

(1,911

)

(1,722

)

Gain from sales of securities available for sale

-


(61

)

(10

)

Gain on sale of loans held for sale

(1,643

)

(1,651

)

(1,603

)

Origination of loans held for sale

(91,963

)

(74,353

)

(73,501

)

Proceeds from sales of loans held for sale

93,697


72,667


87,895


Decrease in deferred loan fees, net

(349

)

(1,363

)

(7

)

Decrease (increase) in accrued interest receivable and other assets

8,295


(1,343

)

(781

)

Amortization of core deposits intangibles

2,907


2,547


166


ESOP compensation expense

983


827


844


Restricted stock and stock option expense

2,939


2,821


2,623


Increase in other liabilities

(912

)

(5,685

)

(307

)

Net cash provided by operating activities

28,700


1,954


23,760


Investing Activities:




Purchase of securities available for sale

(66,000

)

(135,830

)

(81,565

)

Proceeds from sales of securities available for sale

-


10,387


2,086


Proceeds from maturities of securities available for sale

100,836


41,340


45,225


Maturities (purchase) of commercial paper, net

28,004


(255,727

)

-


Purchase of certificates of deposit in other banks

(49,638

)

(101,904

)

(45,132

)

Maturities of certificates of deposit in other banks

98,755


55,055


17,969


Principal repayments of mortgage-backed securities

24,165


19,447


9,850


Net redemptions (purchases) of Federal Home Loan Bank and Federal Reserve Bank Stock

(775

)

(24,223

)

3,239


Net decrease (increase) in loans

(147,586

)

(106,588

)

30,011


Purchase of BOLI

(4,250

)

-


-


Proceeds from redemption of BOLI

3,620


707


-


Purchase of premises and equipment

(742

)

(4,937

)

(1,688

)

Capital improvements to REO

(99

)

(94

)

(236

)

Proceeds from sale of REO

2,822


9,741


10,592


Acquisition of BankGreenville Financial Corporation, net of cash paid

-


-


1,475


Acquisition of Jefferson Bancshares, Inc., net of cash paid

-


-


(6,926

)

Acquisition of Bank of Commerce, net of cash received

-


(7,759

)

-


Acquisition of Bank of America branches, net of cash paid

-


310,868


-


Net cash used in investing activities

(10,888

)

(189,517

)

(15,100

)


72





HOMETRUST BANCSHARES, INC. AND SUBSIDIARY

Consolidated Statements of Cash Flows (continued)

(Dollars in thousands)


June 30,

2016

2015

2014

Financing Activities:




Net decrease in deposits

(69,430

)

(133,517

)

(38,166

)

Net increase (decrease) in borrowings

16,000


409,828


(10,673

)

Repayment of subordinated debentures

-


-


(10,000

)

Common stock repurchased

(27,734

)

(18,470

)

(29,460

)

Retired stock

(223

)

(188

)

(226

)

Stock options exercised

32


259


-


Decrease in capital lease obligations

(21

)

(19

)

(18

)

Net cash provided by (used in) financing activities

(81,376

)

257,893


(88,543

)

Net Increase (Decrease) in Cash and Cash Equivalents

(63,564

)

70,330


(79,883

)

Cash and Cash Equivalents at Beginning of Period

116,160


45,830


125,713


Cash and Cash Equivalents at End of Period

$

52,596


$

116,160


$

45,830


June 30,

2016

2015

2014

Supplemental Disclosures:

Cash paid during the period for:

Interest

$

6,468


$

4,964


$

5,271


Income taxes

428


222


150


Noncash transactions:




  Unrealized gain in value of securities available for sale, net of income taxes

1,473


625


274


Transfers of loans to REO

2,189


2,288


9,645


Transfers of loans to loans sold (included in other assets)

-


9,139


-


Transfers of loans to held for sale

-


-


4,340


Loans originated to finance the sale of REO

-


460


94


Business Combinations:




Assets acquired

-


463,959


600,022


Liabilities assumed

-


444,154


539,979


Net assets acquired

-


19,805


60,043


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


73




HOMETRUST BANCSHARES, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)

1. Summary of Significant Accounting Policies

Business

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 its consolidated subsidiary, unless the context otherwise requires. HomeTrust is a bank holding company primarily engaged in the business of planning, directing, and coordinating the business activities of the Bank. The Bank is a North Carolina state chartered bank and provides a wide range of retail and commercial banking products within its geographic footprint, which includes: North Carolina (the Asheville metropolitan area, the "Piedmont" region, Charlotte, and a loan production office in Raleigh), Upstate South Carolina (Greenville), East Tennessee (Kingsport/Johnson City, Knoxville, and Morristown) and Southwest Virginia (the Roanoke Valley). The Bank operates under a single set of corporate policies and procedures and is recognized as a single banking segment for financial reporting purposes.

Accounting Principles

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States ("US GAAP").

Principles of Consolidation and Subsidiary Activities

The accompanying consolidated financial statements include the accounts of HomeTrust, the Bank, and its wholly-owned subsidiary, Western North Carolina Service Corporation ("WNCSC") at or for the years ended June 30, 2016 , 2015 , and 2014 . WNCSC owns office buildings in Asheville, North Carolina that are leased to the Bank. All intercompany items have been eliminated.

Reclassifications


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.


Use of Estimates in Financial Statements

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include cash and interest-bearing deposits with initial terms to maturity of ninety days or less.

Commercial Paper

Commercial paper includes highly liquid short-term debt of investment graded corporations with maturities less than 270 days. These instruments are typically purchased at a discount based on prevailing interest rates and do not exceed $ 10.0 million per issuer.

Securities

The Company classifies investment securities as trading, available for sale, or held to maturity.

Securities available for sale are carried at fair value. These securities are used to execute asset/liability management strategies, manage liquidity, and leverage capital, and therefore may be sold prior to maturity. Adjustments for unrealized gains or losses, net of the income tax effect, are made to accumulated other comprehensive income, a separate component of total stockholders' equity.

Securities held to maturity are stated at cost, net of unamortized balances of premiums and discounts. When these securities are purchased, the Company intends to and has the ability to hold such securities until maturity.

Declines in the fair value of individual securities available for sale or held to maturity below their cost that are other-than-temporary result in write-downs of the individual securities to their fair value. The related write-downs are included in earnings as realized losses. In estimating other-than-temporary impairment losses, the Company considers among other things, (i) the length of time and the extent to which the fair value has been less than cost, (ii) the financial condition and near-term prospects of the issuer, and (iii) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery of the unrealized loss, and in the case of debt securities, whether it is more likely than not that the Company will be required to sell the security prior to a recovery.

Premiums and discounts are amortized or accreted over the life of the security as an adjustment to yield. Dividend and interest income are recognized when earned. Gains or losses on the sale of securities are recognized on a specific identification, trade date basis.


74

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)



Loans

Portfolio loans are carried at their outstanding principal amount, less unearned income and deferred nonrefundable loan fees, net of certain origination costs. Interest income is recorded as earned on an accrual basis based on the contractual rate and the outstanding balance, except for nonaccruing loans where interest is recorded as earned on a cash basis. Net deferred loan origination fees/costs are deferred and amortized to interest income over the life of the related loan.

Acquired Loans

Purchased loans are recorded at their fair value at the acquisition date. Credit discounts are included in the determination of fair value; therefore, an allowance for loan and lease losses is not recorded at the acquisition date. Acquired loans are evaluated upon acquisition and classified as either purchased impaired or purchased non-impaired. Purchased impaired loans reflect credit deterioration since origination such that it is probable at acquisition that the Company will be unable to collect all contractually required payments.

The cash flows expected to be received over the life of the loans were estimated by management. These cash flows were provided to third party analysts to calculate carrying values of the loans, book yields, effective interest income and impairment, if any, based on actual and projected events. Default rates, loss severity, and prepayment speed assumptions will be periodically reassessed to update our expectation of future cash flows. The excess of the cash flows expected to be collected over a loan's carrying value is considered to be the accretable yield and is recognized as interest income over the estimated life of the loan using the effective yield method. The accretable yield may change due to changes in the timing and amounts of expected cash flows. Changes in the accretable yield are disclosed quarterly.

The excess of the undiscounted contractual balances due over the cash flows expected to be collected is considered to be the nonaccretable difference. The nonaccretable difference represents our estimate of the credit losses expected to occur and was considered in determining the fair value of the loans as of the acquisition date. Subsequent to the acquisition date, any increases in expected cash flows over those expected at purchase date in excess of fair value are adjusted through a change to the accretable yield on a prospective basis. Any subsequent decreases in expected cash flows attributable to credit deterioration are recognized by recording a provision for loan losses. The purchased impaired loans acquired are and will continue to be subject to the Company's internal and external credit review and monitoring.

For purchased non-impaired loans, the difference between the fair value and unpaid principal balance of the loan at the acquisition date is amortized or accreted to interest income over the life of the loans.

Loan Segments and Classes

The Company's loan portfolio is grouped into two segments (retail consumer loans and commercial loans) and into various classes within each segment. The Company originates, services, and manages its loans based on these segments and classes. The Company's portfolio segments and classes within those segments are subject to risks that could have an adverse impact on the credit quality of the loan portfolio. Management identified the risks described below as significant risks that are generally similar among the loan segments and classes.

Retail Consumer loan segment

The Company underwrites its retail consumer loans using automated credit scoring and analysis tools. These credit scoring tools take into account factors such as payment history, credit utilization, length of credit history, types of credit currently in use, and recent credit inquiries. To the extent that the loan is secured by collateral, the value of the collateral is also evaluated. Common risks to each class of retail consumer loans include general economic conditions within the Company's markets, such as unemployment and potential declines in collateral values, and the personal circumstances of the borrowers. In addition to these common risks for the Company's retail consumer loans, various retail consumer loan classes may also have certain risks specific to them.

One-to-four family and construction and land/lot loans are to individuals and are typically secured by one-to-four family residential property, undeveloped land, and partially developed land in anticipation of pending construction of a personal residence. Significant and rapid declines in real estate values can result in residential mortgage loan borrowers having debt levels in excess of the current market value of the collateral, which can lead to higher levels of foreclosures. Construction and land/lot loans may experience delays in completion and cost overruns that exceed the borrower's financial ability to complete the project. Such cost overruns can result in foreclosure of partially completed and unmarketable collateral.

Originated home equity lines of credit ("HELOCs") are often secured by second liens on residential real estate, thereby making such loans particularly susceptible to declining collateral values. A substantial decline in collateral value could render the Company's second lien position to be effectively unsecured. Additional risks include lien perfection inaccuracies and disputes with first lien holders that may further weaken collateral positions. Further, the open-end structure of these loans creates the risk that customers may draw on the lines in excess of the collateral value if there have been significant declines since origination. In December 2014, the Company began purchasing HELOCs from a third party. The credit risk characteristics are different for these loans since they were not originated by the Company and the collateral is located outside the Company's market area, primarily in several western states. These loans have an average FICO score of 740 and loan to values of less than 90% . The Company established an allowance for loan losses based on the historical losses in the states where these loans were originated. The Company monitors the performance of these loans and adjusts the allowance for loan losses as necessary.

Indirect auto finance loans are primarily for new and used personal automobiles originated by franchised and independent auto dealers within the Company's geographic footprint. The bank-dealer relationship is governed by contract, which provides warranties and


75

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)



representations, payment schedules, and rights and remedies upon breach. The underwriting process and standards are maintained by the Company and implemented via an automated decision tool, which incorporates the borrower's credit score, loan to value ratio, and terms of the loan to determine the borrower's creditworthiness.

Consumer loans include loans secured by deposit accounts or personal property such as automobiles, boats, and motorcycles, as well as unsecured consumer debt. The value of underlying collateral within this class is especially volatile due to potential rapid depreciation in values since date of loan origination in excess of principal repayment.

Commercial loan segment

The Company's commercial loans are centrally underwritten based primarily on the customer's ability to generate the required cash flow to service the debt in accordance with the contractual terms and conditions of the loan agreement. The Company's commercial lenders and underwriters work to understand the borrower's businesses and management experiences. The majority of the Company's commercial loans are secured by collateral, so collateral values are important to the transaction. In commercial loan transactions where the principals or other parties provide personal guarantees, the Company's commercial lenders and underwriters analyze the relative financial strength and liquidity of each guarantor. Risks that are common to the Company's commercial loan classes include general economic conditions, demand for the borrowers' products and services, the personal circumstances of the principals, and reductions in collateral values. In addition to these common risks for the Company's commercial loans, the various commercial loan classes also have certain risks specific to them.

Construction and development loans are highly dependent on the supply and demand for commercial real estate in the Company's markets as well as the demand for the newly constructed residential and commercial properties and lots being developed by the Company's commercial loan customers. Prolonged deterioration in demand could result in significant decreases in the underlying collateral values and make repayment of the outstanding loans more difficult for the Company's commercial borrowers.

Commercial real estate and commercial and industrial loans are primarily dependent on the ability of the Company's commercial loan customers to achieve business results consistent with those projected at loan origination resulting in cash flow sufficient to service the debt. To the extent that a borrower's actual business results significantly underperform the original projections, the ability of that borrower to service the Company's loan on a basis consistent with the contractual terms may be at risk. While these loans and leases are generally secured by real property, personal property, or business assets such as inventory or accounts receivable, it is possible that the liquidation of the collateral will not fully satisfy the obligation.

Municipal leases are primarily made to volunteer fire departments and depend on the tax revenues received from the county or municipality. These leases are mainly secured by vehicles, fire stations, land, or equipment. The underwriting of the municipal leases is based on the cash flows of the fire department as well as projections of future income.

Credit Quality Indicators

Loans are monitored for credit quality on a recurring basis and the composition of the loans outstanding by credit quality indicator is provided below. Loan credit quality indicators are developed through review of individual borrowers on an ongoing basis. Generally, loans are monitored for performance on a quarterly basis with the credit quality indicators adjusted as needed. The indicators represent the rating for loans as of the date presented based on the most recent assessment performed. These credit quality indicators are defined as follows:

Pass -A pass rated asset is not adversely classified because it does not display any of the characteristics for adverse classification.

Special Mention -A special mention asset has potential weaknesses that deserve management's close attention. If left uncorrected, such potential weaknesses may result in deterioration of the repayment prospects or collateral position at some future date. Special mention assets are not adversely classified and do not warrant adverse classification.

Substandard -A substandard asset is inadequately protected by the current net worth and paying capacity of the obligor, or of the collateral pledged, if any. Assets classified as substandard generally have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. These assets are characterized by the distinct possibility of loss if the deficiencies are not corrected.

Doubtful -An asset classified doubtful has all the weaknesses inherent in an asset classified substandard with the added characteristic that the weaknesses make collection or liquidation in full highly questionable and improbable, on the basis of currently existing facts, conditions, and values.

Loss -Assets classified loss are considered uncollectible and of such little value that their continuing to be carried as an asset is not warranted. This classification is not necessarily equivalent to no potential for recovery or salvage value, but rather that it is not appropriate to defer a full write-off even though partial recovery may be effected in the future.

Loans Held for Sale

Loans held for sale are residential mortgages and are valued at the lower of cost or fair value less estimated costs to sell as determined by outstanding commitments from investors on a "best efforts" basis or current investor yield requirements, calculated on the aggregate loan basis. Loans sold are generally sold at par value and with servicing released.


76

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)



Allowance for Loan Losses

The allowance for loan losses is management's estimate of probable credit losses that are inherent in the Company's loan portfolios at the balance sheet date. The allowance increases when the Company provides for loan losses through charges to operating earnings and when the Company recovers amounts from loans previously written down or charged off. The allowance decreases when the Company writes down or charges off loan amounts that are deemed uncollectible.

Management determines the allowance for loan losses based on periodic evaluations that are inherently subjective and require substantial judgment because the evaluations require the use of material estimates that are susceptible to significant change. The Company generally uses two allowance methodologies that are primarily based on management's determination as to whether or not a loan is considered to be impaired.

All classified loans above a certain threshold meeting certain criteria are evaluated for impairment on a loan-by-loan basis and are considered impaired when it is probable, based on current information, that the borrower will be unable to pay contractual interest or principal as required by the loan agreement. Impaired loans below the threshold are evaluated as a pool with additional adjustments to the allowance for loan losses. Loans that experience insignificant payment delays and payment shortfalls are not necessarily considered impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment history, and the amount of the shortfall relative to the principal and interest owed. Impaired loans are measured at their estimated net realizable value based on either the value of the loan's expected future cash flows discounted at the loan's effective interest rate or on the collateral value, net of the estimated costs of disposal, if the loan is collateral dependent. For loans considered impaired, an individual allowance for loan losses is recorded when the loan principal balance exceeds the estimated net realizable value.

For loans not considered impaired, management determines the allowance for loan losses based on estimated loss percentages that are determined by and applied to the various classes of loans that comprise the segments of the Company's loan portfolio. The estimated loss percentages by loan class are based on a number of factors that include by class (i) average historical losses over the past two years, (ii) levels and trends in delinquencies, impairments, and net charge-offs, (iii) trends in the volume, terms, and concentrations, (iv) trends in interest rates, (v) effects of changes in the Company's risk tolerance, underwriting standards, lending policies, procedures, and practices, and (vi) national and local business and economic conditions.

Future material adjustments to the allowance for loan losses may be necessary due to changing economic conditions or declining collateral values. In addition, bank regulatory agencies, as an integral part of their examination process, periodically review the Company's allowance for loan losses and may require the Company to make adjustments to the allowance for loan losses based upon judgments that differ significantly from those of management.

Nonperforming Assets

Nonperforming assets can include loans that are past due 90 days or more based on the loan's contractual terms and continue to accrue interest, loans on which interest is not being accrued, and REO.

Loans Past Due 90 Days or More, Nonaccruing, Impaired, or Restructured

The Company's policies related to when loans are placed on nonaccruing status conform to guidelines prescribed by bank regulatory authorities. Generally, the Company suspends the accrual of interest on loans (i) that are maintained on a cash basis because of the deterioration of the financial condition of the borrower, (ii) for which payment in full of principal or interest is not expected (impaired loans), or (iii) on which principal or interest has been in default for a period of 90 days or more, unless the loan is both well secured and in the process of collection. Under the Company's cost recovery method, interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accruing status when all principal and interest amounts contractually due are brought current and concern no longer exists as to the future collectability of principal and interest, which is generally confirmed when the loan demonstrates performance for six consecutive months or payment cycles.

Restructured loans to borrowers who are experiencing financial difficulty, and on which the Company has granted concessions that modify the terms of the loan, are accounted for as troubled debt restructurings ("TDRs"). These loans remain as TDRs until the loan has been paid in full, modified to its original terms, or charged off. The Company may place these loans on accrual or nonaccrual status depending on the individual facts and circumstances of the borrower. Generally, these loans are put on nonaccrual status until there is adequate performance that evidences the ability of the borrower to make the contractual payments. This period of performance is normally at least six months, and may include performance immediately prior to or after the modification, depending on the specific facts and circumstances of the borrower.


77

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)



Loan Charge-offs

The Company charges off loan balances, in whole or in part to fair market value, when available, verifiable, and documentable information confirms that specific loans, or portions of specific loans, are uncollectible or unrecoverable. For unsecured loans, losses are confirmed when it can be determined that the borrower, or any guarantors, are unwilling or unable to pay the amounts as agreed. When the borrower, or any guarantor, is unwilling or unable to pay the amounts as agreed on a loan secured by collateral and any recovery will be realized upon the sale of the collateral, the loan is deemed to be collateral dependent. Repayments or recoveries for collateral dependent loans are directly affected by the value of the collateral at liquidation. As such, loan repayment can be affected by factors that influence the amount recoverable, the timing of the recovery, or a combination of the two. Such factors include economic conditions that affect the markets in which the loan or its collateral is sold, bankruptcy, repossession and foreclosure laws, and consumer banking regulations. Losses are also confirmed when the loan, or a portion of the loan, is classified as loss resulting from loan reviews conducted by the Company or its bank regulatory examiners.

Charge-offs of loans in the commercial loan segment are recognized when the uncollectibility of the loan balance and the inability to recover sufficient value from the sale of any collateral securing the loan is confirmed. The uncollectibility of the loan balance is evidenced by the inability of the commercial borrower to generate cash flows sufficient to repay the loan as agreed causing the loan to become delinquent. For collateral dependent commercial loans, the Company determines the net realizable value of the collateral based on appraisals, current market conditions, and estimated costs to sell the collateral. For collateral dependent commercial loans where the loan balance, including any accrued interest, net deferred fees or costs, and unamortized premiums or discounts, exceeds the net realizable value of the collateral securing the loan, the deficiency is identified as unrecoverable, is deemed to be a confirmed loss, and is charged off.

Charge-offs of loans in the retail consumer loan segment are generally confirmed and recognized in a manner similar to loans in the commercial loan segment. Secured retail consumer loans that are identified as uncollectible and are deemed to be collateral dependent are confirmed as loss to the extent the net realizable value of the collateral is insufficient to recover the loan balance. Consumer loans not secured by real estate that become 90 days past due are charged off to the extent that the fair value of any collateral, less estimated costs to sell the collateral, is insufficient to recover the loan balance. Consumer loans secured by real estate that become 120 days past due are charged off to the extent that the fair value of the real estate securing the loan, less estimated costs to sell the collateral, is insufficient to recover the loan balance. Loans to borrowers in bankruptcy are subject to modification by the bankruptcy court and are charged off to the extent that the fair value of any collateral securing the loan, less estimated costs to sell the collateral, is insufficient to recover the loan balance, unless the Company expects repayment is likely to occur. Such loans are charged off within 60 days of the receipt of notification from a bankruptcy court or when the loans become 120 days past due, whichever is shorter.

Real Estate Owned

REO consists of real estate acquired as a result of customers' loan defaults. REO is stated at the lower of the related loan balance or the fair value of the property net of the estimated costs of disposal with a charge to the allowance for loan losses upon foreclosure. Any write-downs subsequent to foreclosure are charged against operating earnings. To the extent recoverable, costs relating to the development and improvement of property are capitalized, whereas those costs relating to holding the property are charged to expense.

Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the 150% declining balance and the straight-line method over the estimated useful lives. Leasehold improvements are amortized over the lives of the respective leases or the estimated useful life of the leasehold improvement, whichever is less. Maintenance and repair costs are expensed as incurred. Capitalized leases are amortized using the same methods as premises and equipment over the estimated useful lives or lease terms, whichever is less. Obligations under capital leases are amortized using the interest method to allocate payments between principal reduction and interest expense.

Federal Home Loan Bank and Federal Reserve Bank Stock

As a requirement for membership, the Bank invests in stock of the Federal Home Loan Bank of Atlanta ("FHLB") and the Federal Reserve Bank of Richmond ("Federal Reserve Bank"). These investments are carried at cost due to the redemption provisions of these entities and the restricted nature of the securities. Management reviews for impairment based on the ultimate recoverability of the cost basis of these stocks. Our investments in these stocks are maintained in "other investments, at cost" on our balance sheet.

Business Combinations

The Company uses the acquisition method of accounting, formerly referred to as the purchase method, for all business combinations. An acquirer must be identified for each business combination, and the acquisition date is the date the acquirer achieves control. The acquisition method of accounting requires the Company as acquirer to recognize the fair value of assets acquired and liabilities assumed at the acquisition date as well as recognize goodwill or a gain from a bargain purchase, if appropriate. Any acquisition-related costs and restructuring costs are recognized as period expenses as incurred.

Goodwill

Goodwill represents the excess of the purchase price over the sum of the estimated fair values of the tangible and identifiable intangible assets acquired less the estimated fair value of the liabilities assumed in a business combination. Goodwill has an indefinite useful life and is evaluated for impairment annually in the fourth quarter or more frequently if events and circumstances indicate that the asset might be impaired. An


78

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)



impairment loss is recognized to the extent that the carrying amount exceeds the asset's fair value. The goodwill impairment analysis is first assessed through a review of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value, a "Step 0" analysis. If, based on a review of qualitative factors, it is more likely than not that the fair value of a reporting unit is less than its carrying value, we perform "Step 1" of the traditional two-step process. Step 1 involves comparing each reporting unit's estimated fair value to its carrying value, including goodwill. If the estimated fair value of a reporting unit exceeds its carrying value, goodwill is considered not to be impaired. If the carrying value exceeds estimated fair value, there is an indication of potential impairment and the second step is performed to measure the amount of impairment. The Company uses a combination of the market and income approaches to estimate the fair value of its reporting unit. All inputs are evaluated by management during step one at the evaluation date of April 1st and reviewed again at year end to ensure no significant changes occurred that could indicate impairment.

If required, the second step involves calculating an implied fair value of goodwill for each reporting unit for which the first step indicated impairment. The implied fair value of goodwill is determined in a manner similar to the amount of goodwill calculated in a business combination, by measuring the excess of the estimated fair value of the reporting unit, as determined in the first step, over the aggregate estimated fair values of the individual assets, liabilities and identifiable intangibles as if the reporting unit was being acquired in a business combination. If the implied fair value of goodwill exceeds the carrying value of goodwill assigned to the reporting unit, there is no impairment. If the carrying value of goodwill assigned to a reporting unit exceeds the implied fair value of the goodwill, an impairment charge is recorded for the excess. An impairment loss cannot exceed the carrying value of goodwill assigned to a reporting unit, and the loss establishes a new basis in the goodwill. Subsequent reversal of goodwill impairment losses is not permitted.

Core Deposit Intangibles

Core deposit intangibles represents the estimated value of long-term deposit relationships acquired in business combinations. These core deposit premiums are amortized using an accelerated method over the estimated useful lives of the related deposits typically between five and ten years. The estimated useful lives are periodically reviewed for reasonableness.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced, if necessary, by the amount of such benefits that are not expected to be realized based upon available evidence. See footnote 12 for additional information.

The Company recognizes interest and penalties accrued relative to unrecognized tax benefits in its respective federal or state income taxes accounts. As of June 30, 2016 and 2015 , there were no accruals for uncertain tax positions and no accruals for interest and penalties. The Company is no longer subject to examination for federal and state purposes for tax years prior to 2012.

Employee Stock Ownership Plan

In connection with the conversion from a mutual to a stock form of organization in July 2012, the Bank established an ESOP for the benefit of all of its eligible employees. Full-time employees of the Company and the Bank who have been credited with at least 1000 hours of service during a 12 -month period and who have attained age 21 are eligible to participate in the ESOP. Shares released are allocated to each eligible participant based on the ratio of each participant's compensation, as defined in the ESOP, to the total compensation of all eligible plan participants. Forfeited shares shall be reallocated among other participants in the Plan. At the discretion of the Bank, cash dividends, when paid on allocated shares, will be distributed to participants' accounts, paid in cash to the participants, or used to repay the principal and interest on the ESOP loan used to acquire Company stock on which dividends were paid. Cash dividends on unallocated shares will be used to repay the outstanding debt of the ESOP.

It is anticipated that the Bank will make contributions to the ESOP in amounts necessary to amortize the ESOP loan payable to the Company over a 20 -year period.

Unearned ESOP shares are shown as a reduction of stockholders' equity. Dividends on unearned ESOP shares, if paid, will be considered to be compensation expense. The Company recognizes compensation expense equal to the fair value of the Company's ESOP shares during the periods in which they become committed to be released. To the extent that the fair value of the Company's ESOP shares differs from the cost of such shares, the differential is recognized as additional paid in capital. The Company recognizes a tax deduction equal to the cost of the shares released. Because the ESOP is internally leveraged through a loan from the Company to the ESOP, the loan receivable by the Company from the ESOP is not reported as an asset nor is the debt of the ESOP shown as a liability in the consolidated financial statements.

As of July 1, 2015, the ESOP and the HomeTrust Bank 401(k) Plan was combined to form the HomeTrust Bank KSOP Plan. See footnote 13 for additional information.


79

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)



Equity Incentive Plan

The Company issues restricted stock and stock options under the HomeTrust Bancshares, Inc. 2013 Omnibus Incentive Plan ("2013 Omnibus Incentive Plan") to key officers and outside directors. In accordance with the requirements of the Financial Accounting Standards Board (the "FASB") Accounting Standards Codification ("ASC") 718, Compensation – Stock Compensation, the Company has adopted a fair value based method of accounting for employee stock compensation plans, whereby compensation cost is measured based on the fair value of the award as of the grant date and recognized over the vesting period. The Company estimates forfeitures when recognizing compensation expense and this estimate is adjusted over the requisite service period or vesting schedule based on the extent to which actual forfeitures differ from such estimate. Changes in estimated forfeitures in future periods are recognized through a cumulative catch-up adjustment, which is recognized in the period of change and also will affect the amount of estimated unamortized compensation expense to be recognized in future periods.

Comprehensive Income

Comprehensive income consists of net income and net unrealized gains (losses) on securities available for sale and is presented in the consolidated statements of comprehensive income.

Derivative Instruments and Hedging

The Company recognizes all derivatives as either assets or liabilities in the balance sheet, and measures those instruments at fair value. Changes in the fair value of those derivatives are reported in current earnings or other comprehensive income depending on the purpose for which the derivative is held and whether the derivative qualifies for hedge accounting. Loan commitments related to the origination or acquisition of mortgage loans that will be held for sale must be accounted for as derivative instruments. The Company enters into commitments to originate loans whereby the interest rate on the loan is determined prior to funding (rate lock commitments). The Company also enters into forward sales commitments for the mortgage loans underlying the rate lock commitments. The fair values of these two derivative financial instruments are collectively insignificant to the consolidated financial statements.

Net Income Per Share

Per the provisions of ASC 260, Earnings Per Share, basic earnings per share are computed by dividing net income by the weighted-average number of common shares outstanding for the year, less the average number of nonvested restricted stock awards. Diluted earnings per share reflect the potential dilution from the issuance of additional shares of common stock caused by the exercise of stock options and restricted stock awards. In addition, nonvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are considered 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 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.

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. See Note 15 for further discussion on the Company's earnings per share.

Recent Accounting Pronouncements

In August 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-14, "Revenue from Contracts with Customers (Topic 606)", which defers the effective date of 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. ASU No. 2015-14 is effective for public entities for interim and annual periods beginning after December 15, 2017; early adoption is permitted for interim and annual periods beginning after December 15, 2016. 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. We are currently evaluating the impact of this guidance on our financial statements and the timing of adoption.

In August 2015, the FASB issued ASU No. 2015-15, "Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements." This ASU provides guidance regarding debt issuance related to line-of-credit arrangements. The amendments in this ASU allows an entity to present debt issuance costs as an asset and subsequently amortize the deferred debt issuance costs over the term of the line-of-credit arrangement, regardless if there are any outstanding borrowings on the line-of-credit arrangement. This ASU was effective for annual periods beginning after December 15, 2015. The adoption of ASU No. 2015-15 did not have a material impact on the Company's Consolidated Financial Statements.

In September 2015, the FASB issued ASU No. 2015-16, "Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments." The ASU simplifies the accounting for measurement period adjustments. The amendments in this ASU require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period when the adjustment amounts are determined. The acquirer is required to record in the same period's financial statements the effect on earnings from


80

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)



changes in depreciation, amortization, or other income effects resulting from the change to provisional amounts, calculated as if the accounting had been completed at the acquisition date. The acquirer must present separately on the income statement, or disclose in the notes, the amount recorded in current-period earnings that would have been recorded in previous reporting periods if the provisional amount had been recognized at the acquisition date. This ASU was effective for interim and annual periods beginning after December 15, 2015. The adoption of ASU No. 2015-16 did not have a material impact on the Company's Consolidated Financial Statements.

In January 2016, the FASB issued ASU 2016-01, "Financial Instruments-Overall (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) 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 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. This ASU is effective for interim and 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.

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. This ASU is effective for interim and 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.

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. This ASU is effective for interim and annual periods beginning after December 15, 2016. We are currently evaluating the impact of this guidance on our Consolidated Financial Statements and the timing of adoption.

In June 2016, 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. This ASU is effective for interim and annual reporting 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 currently evaluating the impact of the pending adoption of the ASU on its Consolidated Financial Statements.

2. Business Combinations

All business combinations are accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed and consideration exchanged were 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.

On November 14, 2014, the Bank completed its acquisition of ten branch banking operations in Southwest Virginia and Eden, North Carolina from Bank of America Corporation (the "Branch Acquisition"). Under the terms of the agreement, the Bank paid a deposit premium of $ 9,805 equal to 2.86% of the average daily deposits for the 30 calendar day period prior to the acquisition date. In addition, the Bank acquired approximately $1,045 in loans and all related premises and equipment valued at $ 8,993 .


81

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 Bank in the acquisition of these Bank of America branches and the assets acquired and liabilities assumed as of November 14, 2014:

As Recorded
By Bank of
America

Fair Value and
Other Merger
Related
Adjustments

As
Recorded
by the
Company

Consideration Paid

Cash paid as deposit premium

$

9,805


Total consideration

$

9,805


Assets


Cash and cash equivalents

$

320,673


$

-


$

320,673


Loans, net of allowance

1,045


-


1,045


Premises and equipment, net

6,303


2,690


8,993


Accrued interest receivable

3


-


3


Deferred income taxes

-


353


353


Core deposit intangibles

-


7,936


7,936


Total assets acquired

$

328,024


$

10,979


$

339,003


Liabilities




Deposits

$

328,007


$

1,174


$

329,181


Other liabilities

17


-


17


Total liabilities assumed

$

328,024


$

1,174


$

329,198


Net identifiable assets acquired over liabilities assumed

$

-


$

9,805


$

9,805


Goodwill



$

-



82

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)



On July 31, 2014, the Bank completed its acquisition of Bank of Commerce in accordance with the terms of the Agreement and Plan of Share Exchange dated March 3, 2014. Under the terms of the agreement, Bank of Commerce shareholders received $6.25 per share in cash consideration, representing approximately $10,000 of aggregate deal consideration. In addition, all $3,200 of Bank of Commerce's preferred stock was redeemed.

The excess of the merger consideration over the fair value of Bank of Commerce's net assets was allocated to goodwill. The book value as of July 31, 2014, of assets acquired was $122,530 and liabilities assumed was $ 114,672 . The Company recorded $ 1,922 in goodwill related to the acquisition.

The following table presents the consideration paid by the Bank in the acquisition of Bank of Commerce and the assets acquired and liabilities assumed as of July 31, 2014:

As Recorded By Bank of Commerce

Fair Value and Other Merger Related Adjustments

As Recorded by the Company

Consideration Paid

Cash paid

$

10,000


Total consideration

$

10,000


Assets


Cash and cash equivalents

$

2,241


$

-


$

2,241


Securities available for sale

24,228


-


24,228


Loans, net of allowance

89,339


(2,855

)

86,484


FHLB Stock

791


-


791


REO

224


(14

)

210


Premises and equipment, net

135


-


135


Accrued interest receivable

355


(100

)

255


Deferred income taxes

286


2,839


3,125


Core deposit intangibles

-


640


640


Other assets

4,931


(6

)

4,925


Total assets acquired

$

122,530


$

504


$

123,034


Liabilities




Deposits

$

93,303


$

112


$

93,415


Borrowings

15,000


172


15,172


Other liabilities

6,369


-


6,369


Total liabilities assumed

$

114,672


$

284


$

114,956


Net identifiable assets acquired over liabilities assumed

$

7,858


$

220


$

8,078


Goodwill



$

1,922


During the fourth quarter of fiscal 2015, adjustments were made to various assets to better reflect their fair values as of the acquisition date. These adjustments resulted in a net decrease to goodwill of $ 2,031 .

The carrying amount of acquired loans from Bank of Commerce as of July 31, 2014 consisted of purchased performing loans and purchased credit-impaired ("PCI") loans as detailed in the following table:

Purchased Performing

PCI

Total Loans

Retail Consumer Loans:

One-to-four family

$

2,717


$

2,979


$

5,696


Home equity lines of credit

8,823


317


9,140


Consumer

37


15


52


Commercial:

Commercial real estate

29,048


30,047


59,095


Construction and development

202


3,020


3,222


Commercial and industrial

5,402


3,877


9,279


Total

$

46,229


$

40,255


$

86,484



83

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)



On May 31, 2014, the Company completed its acquisition of Jefferson Bancshares, Inc. ("Jefferson") in accordance with the terms of the Agreement and Plan of Merger dated January 22, 2014.  Under the terms of the agreement, Jefferson shareholders received 0.2661 shares of HomeTrust common stock, and $4.00 in cash for each share of Jefferson common stock. This represents approximately $50,490 of aggregate deal consideration .

The excess of the merger consideration over the fair value of Jefferson's net assets was allocated to goodwill. The book value as of May 31, 2014, of assets acquired was $494,261 and liabilities assumed was $441,858 . The Company recorded $7,949 in goodwill related to the acquisition.

The following table presents the consideration paid by the Company in the acquisition of Jefferson and the assets acquired and liabilities assumed as of May 31, 2014:

As Recorded

by

Jefferson

Fair Value and

Other Merger

Related

Adjustments

As Recorded

by the

Company

Consideration Paid

Cash paid including cash in lieu of fractional shares

$

25,251


Fair value of HomeTrust common stock at $15.03 per share

25,239


Total consideration

$

50,490


Assets


Cash and cash equivalents

$

18,325


$

-


$

18,325


Securities available for sale

85,744


(675

)

85,069


Loans, net of allowance

338,616


(8,704

)

329,912


FHLB Stock

4,635


-


4,635


REO

3,288


(1,064

)

2,224


Premises and equipment, net

24,662


(1,487

)

23,175


Accrued interest receivable

1,367


(90

)

1,277


Deferred income taxes

9,606


3,637


13,243


Core deposit intangibles

847


2,683


3,530


Other assets

7,171


(393

)

6,778


Total assets acquired

$

494,261


$

(6,093

)

$

488,168


Liabilities




Deposits

$

376,985


$

371


$

377,356


Borrowings

55,081


858


55,939


Subordinated debentures

7,460


2,540


10,000


Other liabilities

2,332


-


2,332


Total liabilities assumed

$

441,858


$

3,769


$

445,627


Net identifiable assets acquired over liabilities assumed

$

52,403


$

(9,862

)

$

42,541


Goodwill



$

7,949


During the fourth quarter of fiscal 2015, adjustments were made to various assets to better reflect their fair values as of the acquisition date. These adjustments resulted in a net increase to goodwill of $ 936 .


84

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)




The carrying amount of acquired loans from Jefferson as of May 31, 2014 consisted of purchased performing loans and purchased impaired loans as detailed in the following table:

Purchased

Performing

Purchased

Impaired

Total

Loans

Retail Consumer Loans:

One-to-four family

$

74,378


$

6,066


$

80,444


Home equity lines of credit

16,857


18


16,875


Construction and land/lots

7,810


924


8,734


Consumer

3,690


2


3,692


Commercial:




Commercial real estate

119,635


15,649


135,284


Construction and development

24,658


1,012


25,670


Commercial and industrial

52,863


6,350


59,213


Total

$

299,891


$

30,021


$

329,912


On July 31, 2013, the Company completed its acquisition of BankGreenville Financial Corporation ("BankGreenville") in accordance with the terms of the Agreement and Plan of Merger dated May 3, 2013.  Under the terms of the agreement, BankGreenville shareholders received $6.63 per share in cash consideration. This represents approximately $7,823 of aggregate deal consideration. Additional contingent cash consideration of up to $0.75 per share (or approximately $883) could be realized at the expiration of 24 months based on the performance of a select pool of loans totaling approximately $8,000. Contingent cash consideration of $484 or $0.41 per share was paid by the Company to BankGreenville shareholders on October 27, 2015.

The excess of the merger consideration over the fair value of BankGreenville's net assets was allocated to goodwill. The book value as of July 31, 2013, of assets acquired was $102,180 and liabilities assumed was $94,117 . The Company recorded $2,802 in goodwill related to the acquisition.


85

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 BankGreenville and the assets acquired and liabilities assumed as of July 31, 2013:

As Recorded

by

BankGreenville

Fair Value and

Other Merger

Related

Adjustments

As Recorded

by the

Company

Consideration Paid

Cash

$

7,823


Repayment of BankGreenville preferred stock

1,050


Contingent cash consideration (1)

680


Total consideration

$

9,553


Assets


Cash and cash equivalents

$

10,348


$

-


$

10,348


Securities available for sale

34,345


-


34,345


Loans, net of allowance

51,622


(3,792

)

47,830


FHLB Stock

447


-


447


REO

2,317


(168

)

2,149


Premises and equipment, net

2,458


(117

)

2,341


Accrued interest receivable

429


-


429


Deferred tax asset

-


2,470


2,470


Core deposit intangibles

-


530


530


Other assets

214


-


214


Total assets acquired

$

102,180


$

(1,077

)

$

101,103


Liabilities




Deposits

$

88,906


$

201


$

89,107


Borrowings

4,700


34


4,734


Other liabilities

511


-


511


Total liabilities assumed

$

94,117


$

235


$

94,352


Net identifiable assets acquired over liabilities assumed

$

8,063


$

(1,312

)

$

6,751


Goodwill

$

2,802


________________________________________________________

(1)

Estimate of additional amount to be paid to shareholders after 24 months based on performance of a select pool of loans totaling approximately $8,000 . Actual amount paid was $484 on October 27, 2015.

The carrying amount of acquired loans from BankGreenville as of July 31, 2013 consisted of purchased performing loans and purchased impaired loans as detailed in the following table:

Purchased

Performing

Purchased

Impaired

Total

Loans

Retail Consumer Loans:

One-to-four family

$

8,274


$

1,392


$

9,666


Home equity lines of credit

3,987


134


4,121


Consumer

522


-


522


Commercial:

Commercial real estate

23,073


4,552


27,625


Construction and development

2,367


3,529


5,896


Total

$

38,223


$

9,607


$

47,830



86

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)



3. Securities Available for Sale

Securities available for sale consist of the following at the dates indicated:

June 30, 2016

Amortized

Cost

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Estimated

Fair

Value

U.S. Government Agencies

$

77,356


$

624


$

-


$

77,980


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

95,668


1,824


(84

)

97,408


Municipal Bonds

16,242


992


-


17,234


Corporate Bonds

7,773


194


-


7,967


Equity Securities

63


-


-


63


Total

$

197,102


$

3,634


$

(84

)

$

200,652


June 30, 2015

Amortized

Cost

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Estimated

Fair

Value

U.S. Government Agencies

$

115,683


$

455


$

(67

)

$

116,071


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

120,294


674


(159

)

120,809


Municipal Bonds

16,359


372


(53

)

16,678


Corporate Bonds

3,889


96


-


3,985


Equity Securities

63


-


-


$

63


Total

$

256,288


$

1,597


$

(279

)

$

257,606


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.

June 30, 2016

Amortized

Cost

Estimated

Fair Value

Due within one year

$

407


$

411


Due after one year through five years

79,724


80,290


Due after five years through ten years

18,278


19,257


Due after ten years

2,962


3,223


Mortgage-backed securities

95,668


97,408


Total

$

197,039


$

200,589


June 30, 2015

Amortized

Cost

Estimated

Fair Value

Due within one year

$

317


$

317


Due after one year through five years

83,268


83,455


Due after five years through ten years

48,578


49,102


Due after ten years

3,768


3,860


Mortgage-backed securities

120,294


120,809


Total

$

256,225


$

257,543



87

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)



Gross proceeds and gross realized gains and losses from sales of securities recognized in net income follow:

June 30,

2016

2015

2014

Gross proceeds from sales of securities

$

-


$

10,387


$

2,086


Gross realized gains from sales of securities

-


74


42


Gross realized losses from sales of securities

-


(13

)

(32

)

Securities available for sale with costs totaling $151,359 and $181,404 with market values of $154,132 and $182,217 at June 30, 2016 and June 30, 2015 , respectively, were pledged as collateral to secure various public deposits and 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 June 30, 2016 and June 30, 2015 were as follows:

June 30, 2016

Less than 12 Months

12 Months or More

Total

Fair

Value

Unrealized

Losses

Fair

Value

Unrealized

Losses

Fair

Value

Unrealized

Losses

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

1,970


(20

)

6,040


(64

)

8,010


(84

)

June 30, 2015

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

$

35,793


$

(67

)

$

-


$

-


$

35,793


$

(67

)

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

24,429


(81

)

5,037


(78

)

29,466


(159

)

Municipal Bonds

3,920


(53

)

-


-


3,920


(53

)

Total

$

64,142


$

(201

)

$

5,037


$

(78

)

$

69,179


$

(279

)

The total number of securities with unrealized losses at June 30, 2016 , and June 30, 2015 were 44 and 81 , 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 years ended June 2016 , 2015 or 2014 .

As a requirement for membership, the Bank invests in stock of the FHLB and the Federal Reserve Bank. No ready market exists for these stocks and the carrying value approximates its fair value based on the redemption provisions of the FHLB and the Federal Reserve Bank.


88

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY

Notes to Consolidated Financial Statements

(Dollars in thousands, except per share data)



4. Loans

Loans consist of the following at the dates indicated:

June 30,
2016

June 30,
2015

Retail consumer loans:

One-to-four family

$

623,701


$

650,750


HELOCs - originated

163,293


161,204


HELOCs - purchased

144,377


72,010


Construction and land/lots

38,102


45,931


Indirect auto finance

108,478


52,494


Consumer

4,635


3,708


Total retail consumer loans

1,082,586


986,097


Commercial loans:

Commercial real estate

486,561


441,620


Construction and development

86,840


64,573


Commercial and industrial

73,289


84,820


Municipal leases

103,183


108,574


Total commercial loans

749,873


699,587


Total loans

1,832,459


1,685,684


Deferred loan costs, net

372


23


Total loans, net of deferred loan fees and discount

1,832,831


1,685,707


Allowance for loan and lease losses

(21,292

)

(22,374

)

Net loans

$

1,811,539


$

1,663,333


All qualifying one-to-four family first mortgage loans, HELOCs, and FHLB Stock are pledged as collateral by a blanket pledge to secure outstanding FHLB advances.

Loans are made to the Company's executive officers and directors and their associates during the ordinary course of business. The aggregate amount of loans to related parties totaled approximately $837 and $616 at June 30, 2016 and 2015, respectively. In relation to these loans are unfunded commitments that totaled approximately $872 and $965 at June 30, 2016 and 2015, respectively.

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

June 30, 2016

Retail consumer loans:

One-to-four family

$

587,440


$

7,800


$

20,129


$

1,283


$

11


$

616,663


HELOCs - originated

159,275


678


2,997


55


10


163,015


HELOCs - purchased

144,377


-


-


-


-


144,377


Construction and land/lots

36,298


542


679


9


-


37,528


Indirect auto finance

108,432


14


21


11


-


108,478


Consumer

4,390


1


224


2


9


4,626


Commercial loans:

Commercial real estate

448,188


7,817


9,232


1


-


465,238


Construction and development

79,005


480


4,208


-


-


83,693


Commercial and industrial

63,299


1,032


5,361


-


2


69,694


Municipal leases

100,867


1,651


665


-


-


103,183


Total loans

$

1,731,571


$

20,015


$

43,516


$

1,361


$

32


$

1,796,495



89

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, 2015

Retail consumer loans:

One-to-four family

$

598,417


$

11,563


$

28,656


$

1,772


$

12


$

640,420


HELOCs - originated

155,899


580


4,020


407


3


160,909


HELOCs - purchased

72,010


-


-


-


-


72,010


Construction and land/lots

42,689


650


1,754


124


-


45,217


Indirect auto finance

52,396


59


39


-


-


52,494


Consumer

3,610


16


32


-


39


3,697


Commercial loans:

Commercial real estate

384,525


12,762


13,972


182


-


411,441


Construction and development

50,815


3,567


5,413


-


-


59,795


Commercial and industrial

73,774


953


4,781


-


2


79,510


Municipal leases

106,260


1,733


581


-


-


108,574


Total loans

$

1,540,395


$

31,883


$

59,248


$

2,485


$

56


$

1,634,067


The Company's total PCI loans by segment, class, and risk grade at the dates indicated follow:

Pass

Special

Mention

Substandard

Doubtful

Loss

Total

June 30, 2016

Retail consumer loans:

One-to-four family

$

5,039


$

377


$

1,593


$

14


$

15


$

7,038


HELOCs - originated

258


-


20


-


-


278


Construction and land/lots

522


-


52


-


-


574


Consumer

8


-


-


-


1


9


Commercial loans:

Commercial real estate

12,594


4,266


4,463


-


-


21,323


Construction and development

1,136


292


1,719


-


-


3,147


Commercial and industrial

3,234


194


167


-


-


3,595


Total loans

$

22,791


$

5,129


$

8,014


$

14


$

16


$

35,964


Pass

Special

Mention

Substandard

Doubtful

Loss

Total

June 30, 2015

Retail consumer loans: