Attached files
| file | filename |
|---|---|
| 8-K/A - FORM 8-K/A - HOME BANCORP, INC. | v425584_8ka.htm |
| EX-23.1 - EXHIBIT 23.1 - HOME BANCORP, INC. | v425584_ex23-1.htm |
Exhibit 99.4
Introductory Note to Unaudited Pro Forma Combined Condensed Consolidated Financial Statements
The following unaudited pro forma combined condensed consolidated statements of financial condition at June 30, 2015 and the unaudited pro forma combined condensed consolidated statements of income for the year ended December 31, 2014 and the six months ended June 30, 2015 give effect to the acquisition of Louisiana Bancorp, Inc. (“Louisiana Bancorp”) by Home Bancorp, Inc. (the “Company”) which was completed on September 15, 2015 (the “Merger”). The unaudited pro forma combined condensed financial information is set forth as if the Merger was completed on June 30, 2015 with respect to financial condition data and on January 1, 2014 and January 1, 2015, respectively, with respect to operations data.
The unaudited pro forma combined condensed consolidated financial statements give effect to the Merger as a business combination under U.S. generally accepted accounting principles (“GAAP”). Accordingly, all assets and liabilities were recorded at fair value. The fair value calculation for loans included adjustments for credit losses on loans; therefore, no allowance for loan losses was carried over.
While the recording of the acquired loans at their estimated fair value will impact the prospective determination of the provision for loan losses and the allowance for loan losses, for purposes of the unaudited pro forma combined condensed consolidated statement of income for the year ended December 31, 2014 and six months ended June 30, 2015, we assumed no adjustments to the historic amount of Louisiana Bancorp’s losses. If such an adjustment were estimated, there could be a change in the historic amounts of Louisiana Bancorp’s losses presented.
The pro forma financial information includes estimated adjustments to record assets and liabilities of Louisiana Bancorp at their respective fair values and represents the Company’s estimates based on available information. Any differences between the purchase price for Louisiana Bancorp and the fair value of the identifiable net assets acquired have been recorded as goodwill. The goodwill resulting from the acquisition will not be amortized to expense, but instead will be reviewed for impairment at least annually and to the extent goodwill is impaired, its carrying value will be written down to its implied fair value and a charge will be made to earnings. Core deposit and other intangibles with definite useful lives recorded by the Company in connection with the acquisition will be amortized to expense over their estimated useful lives.
The pro forma adjustments included herein are subject to change as additional information becomes available and additional analyses are performed. The final allocation of the purchase price will be determined after we complete further analyses under GAAP with respect to the fair value of Louisiana Bancorp’s tangible and identifiable intangible assets and liabilities as of the date the Merger was completed. Increases or decreases in the estimated fair values of the net assets as compared with the information shown in the unaudited pro forma combined condensed consolidated financial information may change the amount of the purchase price allocated to goodwill and other assets and liabilities and may impact the Company’s statement of income due to adjustments in yield and/or amortization of the adjusted assets or liabilities. The final adjustments may be materially different from the unaudited pro forma adjustments presented herein.
The Company anticipates that the Merger will provide the combined company with the ability to better serve its customers, reach new customers and reduce operating expenses. In addition, certain subjective estimates have been utilized in determining the pro forma adjustments applied to the historical results of operations of Louisiana Bancorp. The pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings or opportunities to earn additional revenue and, accordingly, does not attempt to predict or suggest future results. It also does not necessarily reflect what the historical results of the combined company would have been had our companies been combined during these periods.
The unaudited pro forma combined condensed consolidated financial information has been derived from, and should be read in conjunction with, the historical consolidated financial statements and related notes of the Company and Louisiana Bancorp.
The unaudited pro forma shareholders’ equity and net income are qualified by the statements set forth under this caption and should not be considered indicative of the market value of the Company’s common stock or the actual or future results of operations of the Company for any period. Actual results may be materially different than the pro forma information presented herein.
HOME BANCORP INC. AND SUBSIDIARY
Unaudited Pro Forma Combined Condensed Consolidated Statement of Condition
| At June 30, 2015 | ||||||||||||||||
| Home | Louisiana | Pro Forma | ||||||||||||||
| Bancorp | Bancorp | Acquisition | Combined | |||||||||||||
| Historical | Historical | Adjustments | Pro Forma(1) | |||||||||||||
| Assets | ||||||||||||||||
| Cash and cash equivalents | $ | 35,753,762 | $ | 11,197,703 | $ | (20,566 | )(2) | $ | 46,930,899 | |||||||
| Investment securities | 192,567,963 | 37,913,645 | 577,865 | (3) | 231,059,473 | |||||||||||
| Loans receivable, net | 913,782,574 | 288,352,726 | (1,554,027 | )(4) | 1,200,581,273 | |||||||||||
| Goodwill | 899,100 | - | 10,668,289 | (5) | 11,567,389 | |||||||||||
| Office properties and equipment, net | 36,623,001 | 3,245,247 | 3,506,222 | (6) | 43,374,470 | |||||||||||
| Cash surrender value of bank-owned life insurance | 19,419,577 | - | - | 19,419,577 | ||||||||||||
| Other assets | 35,760,656 | 7,374,299 | 2,106,108 | (7) | 45,241,063 | |||||||||||
| Total assets | $ | 1,234,806,633 | $ | 348,083,620 | $ | 15,283,891 | $ | 1,598,174,144 | ||||||||
| Liabilities | ||||||||||||||||
| Deposits | $ | 1,030,971,854 | $ | 204,159,727 | $ | 37,384 | (8) | $ | 1,235,168,965 | |||||||
| Borrowings | 19,000,000 | 77,927,690 | 70,202,792 | (9) | 167,130,482 | |||||||||||
| Securities sold under repurchase agreements | 20,036,906 | - | - | 20,036,906 | ||||||||||||
| Other liabilities | 5,895,559 | 6,761,576 | 624,334 | (10) | 13,281,469 | |||||||||||
| Total liabilities | 1,075,904,319 | 288,848,993 | 70,864,510 | 1,435,617,822 | ||||||||||||
| Shareholders' Equity | 158,902,314 | 59,234,627 | (55,580,619 | ) | 162,556,322 | |||||||||||
| Total liabilities and shareholders' equity | $ | 1,234,806,633 | $ | 348,083,620 | $ | 15,283,891 | $ | 1,598,174,144 | ||||||||
| (1) | Assumes the acquisition of Louisiana Bancorp was completed on June 30, 2015. Historical information is derived from each company's unaudited financial statements. |
| (2) | Represents the aggregate cash consideration paid in the transaction of $24.25 per outstanding share of Louisiana Bancorp net of $70.0 million in borrowings related to the acquisition funding. |
| (3) | The adjustment represents the market value adjustments on Louisiana Bancorp's investments based on their market values. |
| (4) | The adjustment represents the elimination of Louisiana Bancorp's allowance for loan losses and the fair value adjustment of Louisiana Bancorp’s loans to their estimated fair value based on expected cash flows and includes an estimation of expected future loan losses. |
| (5) | The adjustment represents consideration paid in excess of the fair value of assets acquired less liabilities assumed. |
The following table provides the calculation of the purchase price used in the pro forma financial statements:
| Allocation of purchase price: | ||||
| Common stock (2,887,446 shares at $24.25 per share) | $ | 70,020,566 | ||
| Net assets acquired (book value) | (55,580,619 | ) | ||
| Purchase price less book value | 14,439,947 | |||
| Allocated to: | ||||
| Investment securities | $ | 577,865 | ||
| Core deposit intangible | 1,500,000 | |||
| Loans | (1,554,027 | ) | ||
| Office properties and equipment, net | 3,506,222 | |||
| Other real estate owned | (14,000 | ) | ||
| Other assets | (1,410,785 | ) | ||
| Deferred income tax asset | 2,030,893 | |||
| Deposits | (37,384 | ) | ||
| Borrowings (Federal Home Loan Bank advances) | (202,792 | ) | ||
| Louisiana Bancorp liabilities accrued after closing | (624,334 | ) | ||
| Total allocations | 3,771,658 | |||
| Purchase price less allocation to identifiable assets and liabilities (goodwill) | $ | 10,668,289 |
| (6) | The adjustment represents the fair value adjustment of Louisiana Bancorp's office properties and equipment. |
| (7) | The adjustment represents the core deposit intangible related to acquired deposits, the recognition of a deferred income tax asset associated with fair value adjustments and other asset adjustments. The core deposit intangible was recorded as an identifiable intangible asset, and the related amortization adjustment was based upon an expected life of 15 years using a sum-of-the-years-digits method. |
| (8) | The adjustment represents the fair value of certificates of deposit acquired based on current interest rates for similar instruments. The adjustment will be recognized using a level yield amortization method based on maturities of the deposit liabilities. |
| (9) | The adjustment represents the fair value of FHLB borrowings acquired at various terms and maturities related to the acquisition. The adjustment will be recognized using a level yield amortization method based on maturities of the borrowings. Also, included in the adjustment is $70.0 borrowing related to the acquisition. |
| (10) | The adjustment represents the accrual of Louisiana Bancorp's expenses not accrued at closing. |
HOME BANCORP INC. AND SUBSIDIARY
Unaudited Pro Forma Combined Condensed Consolidated Statements of Income
| For the Six Months Ended June 30, 2015 | ||||||||||||||||
| Home | Louisiana | Pro Forma | ||||||||||||||
| Bancorp | Bancorp | Acquisition | Combined | |||||||||||||
| Historical | Historical | Adjustments | Pro Forma(1) | |||||||||||||
| Interest income | $ | 26,892,856 | $ | 6,504,009 | $ | (183,265 | )(2) | $ | 33,213,600 | |||||||
| Interest expense | 1,635,892 | 1,100,491 | (188,816 | )(3) | 2,547,568 | |||||||||||
| Net interest income | 25,256,964 | 5,403,518 | 5,551 | 30,666,033 | ||||||||||||
| Provision for loan losses | 832,625 | 116,913 | - | 949,538 | ||||||||||||
| Net interest income after provision for loan losses | 24,424,339 | 5,286,605 | 5,551 | 29,716,495 | ||||||||||||
| Noninterest income | 4,117,504 | 985,187 | - | 5,102,691 | ||||||||||||
| Noninterest expense | 19,947,414 | 4,434,411 | 98,066 | (4) | 24,479,891 | |||||||||||
| Income taxes | 2,906,828 | 616,096 | (32,380 | )(5) | 3,490,544 | |||||||||||
| Net income | $ | 5,687,601 | $ | 1,221,285 | $ | (60,136 | ) | $ | 6,848,751 | |||||||
| Weighted average common shares outstanding | ||||||||||||||||
| Basic | 6,664,148 | 2,561,049 | 6,664,148 | |||||||||||||
| Diluted | 6,968,296 | 2,707,471 | 6,968,296 | |||||||||||||
| Earnings per share: | ||||||||||||||||
| Basic | $ | 0.85 | $ | 0.48 | $ | - | $ | 1.03 | ||||||||
| Diluted | $ | 0.82 | $ | 0.45 | $ | - | $ | 0.98 | ||||||||
| For the Year Ended December 31, 2014 | ||||||||||||||||
| Home | Louisiana | Pro Forma | ||||||||||||||
| Bancorp | Bancorp | Acquisition | Combined | |||||||||||||
| Historical | Historical | Adjustments | Pro Forma(1) | |||||||||||||
| Interest income | $ | 54,322,561 | $ | 12,668,785 | $ | (395,558 | )(2) | $ | 66,595,788 | |||||||
| Interest expense | 3,283,419 | 2,529,004 | (293,242 | )(3) | 5,519,181 | |||||||||||
| Net interest income | 51,039,142 | 10,139,781 | (102,316 | ) | 61,076,607 | |||||||||||
| Provision for loan losses | 2,364,358 | 188,482 | - | 2,552,840 | ||||||||||||
| Net interest income after provision for loan losses | 48,674,784 | 9,951,299 | (102,316 | ) | 58,523,767 | |||||||||||
| Noninterest income | 8,174,778 | 2,050,048 | - | 10,224,826 | ||||||||||||
| Noninterest expense | 41,771,592 | 7,736,878 | 192,818 | (4) | 49,701,288 | |||||||||||
| Income taxes | 5,206,383 | 1,447,409 | (103,297 | )(5) | 6,550,495 | |||||||||||
| Net income | $ | 9,871,587 | $ | 2,817,060 | $ | (191,837 | ) | $ | 12,496,810 | |||||||
| Weighted average common shares outstanding | ||||||||||||||||
| Basic | 6,552,413 | 2,466,843 | 6,552,413 | |||||||||||||
| Diluted | 6,932,746 | 2,640,585 | 6,932,746 | |||||||||||||
| Earnings per share: | ||||||||||||||||
| Basic | $ | 1.51 | $ | 1.14 | $ | - | $ | 1.91 | ||||||||
| Diluted | $ | 1.42 | $ | 1.06 | $ | - | $ | 1.80 | ||||||||
| (1) | Assumes the acquisition of Louisiana Bancorp was completed on January 1, 2014 for the pro forma statement of operations for the year ended December 31, 2014 and completed on January 1, 2015 for the pro forma statement of operations for the six months ended June 30, 2015. Historical information is derived from each company's audited financial statements as filed in the Form 10-K or compiled unaudited financial statements, respectively, where applicable. |
| (2) | The adjustment represents accretion and amortization of the fair value adjustments to loans utilizing the interest method over their estimated lives. |
| (3) | The adjustment represents accretion and amortization of the fair value adjustments to deposits and borrowings utilizing the interest method over the estimated lives of the interest-bearing liabilities. |
| (4) | The adjustment represents amortization of the core deposit intangible. |
| (5) | The adjustment reflects the tax effect of the pro forma accretion and amortization of the fair value adjustments at an effective income tax rate of 35%. |