UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended December 31, 2016September 30, 2017

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

For the transition period from _______ to ________

Commission file number:     001-35593

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 and 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.        Yes [X] No [  ]

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of "large“large accelerated filer," "accelerated” “accelerated filer,"” “smaller reporting company” and "smaller reporting"emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [  ]       (Do not check if a smaller reporting company)         
Accelerated filer [X]
[X]
    
Non-accelerated filer   [  ]  Smaller reporting company [  ]
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.[ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [  ] No [X][X]
APPLICABLE ONLY TO CORPORATE ISSUERS
There were 18,000,75018,962,075 shares of common stock, par value of $.01 per share, issued and outstanding as of February 3,November 6, 2017.


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


PART I.  FINANCIAL INFORMATION
Item 1.    Financial Statements
HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Consolidated Balance Sheets
(Dollars in thousands, except per share data)
(Unaudited)  (Unaudited)  
December 31, 2016 June 30,
2016
September 30, 2017 June 30,
2017
Assets      
Cash$40,105
 $29,947
$38,162
 $41,982
Interest-bearing deposits5,044
 22,649
40,809
 45,003
Cash and cash equivalents45,149
 52,596
78,971
 86,985
Commercial paper179,939
 229,859
199,774
 149,863
Certificates of deposit in other banks150,147
 161,512
110,454
 132,274
Securities available for sale, at fair value181,049
 200,652
182,053
 199,667
Other investments, at cost32,341
 29,486
38,651
 39,355
Loans held for sale4,998
 5,783
7,793
 5,607
Total loans, net of deferred loan fees1,955,604
 1,832,831
2,394,755
 2,351,470
Allowance for loan losses(20,986) (21,292)(21,997) (21,151)
Net loans1,934,618
 1,811,539
2,372,758
 2,330,319
Premises and equipment, net54,496
 54,231
62,614
 63,648
Accrued interest receivable7,792
 7,405
9,340
 8,758
Real estate owned ("REO")5,648
 5,956
5,941
 6,318
Deferred income taxes52,259
 54,153
55,653
 57,387
Bank owned life insurance81,033
 79,858
Bank owned life insurance ("BOLI")86,561
 85,981
Goodwill13,098
 12,673
25,638
 25,638
Core deposit intangibles5,868
 7,136
6,454
 7,173
Other assets25,805
 4,838
7,343
 7,560
Total Assets$2,774,240
 $2,717,677
$3,249,998
 $3,206,533
Liabilities and Stockholders' Equity 
  
 
  
Liabilities 
  
 
  
Deposits$1,786,165
 $1,802,696
$2,100,310
 $2,048,451
Borrowings560,000
 491,000
679,800
 696,500
Capital lease obligations1,947
 1,958
1,931
 1,937
Other liabilities58,352
 62,047
62,458
 61,998
Total liabilities2,406,464
 2,357,701
2,844,499
 2,808,886
Stockholders' Equity 
  
 
  
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued or
outstanding

 

 
Common stock, $0.01 par value, 60,000,000 shares authorized, 18,000,750 shares
issued and outstanding at December 31, 2016; 17,998,750 at June 30, 2016
180
 180
Common stock, $0.01 par value, 60,000,000 shares authorized, 18,968,675 shares
issued and outstanding at September 30, 2017; 18,967,875 at June 30, 2017
190
 190
Additional paid in capital189,169
 186,104
214,827
 213,459
Retained earnings186,620
 179,813
197,907
 191,660
Unearned Employee Stock Ownership Plan ("ESOP") shares(8,199) (8,464)(7,803) (7,935)
Accumulated other comprehensive income6
 2,343
378
 273
Total stockholders' equity367,776
 359,976
405,499
 397,647
Total Liabilities and Stockholders' Equity$2,774,240
 $2,717,677
$3,249,998
 $3,206,533
The accompanying notes are an integral part of these consolidated financial statements.


HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Income
(Dollars in thousands, except per share data)
(Unaudited)(Unaudited)
Three Months Ended Six Months EndedThree Months Ended
December 31, December 31,September 30,
2016 2015 2016 20152017 2016
Interest and Dividend Income          
Loans$19,871
 $19,333
 $40,352
 $38,968
$25,250
 $20,480
Securities available for sale862
 1,038
 1,742
 2,237
971
 880
Certificates of deposit and other interest-bearing deposits939
 851
 1,982
 1,681
1,169
 1,044
Other investments391
 344
 778
 689
506
 387
Total interest and dividend income22,063
 21,566
 44,854
 43,575
27,896
 22,791
Interest Expense 
  
  
  
 
  
Deposits1,041
 1,141
 2,140
 2,332
1,346
 1,099
Other borrowings607
 275
 1,162
 522
Borrowings1,969
 555
Total interest expense1,648
 1,416
 3,302
 2,854
3,315
 1,654
Net Interest Income20,415
 20,150
 41,552
 40,721
24,581
 21,137
Provision for Loan Losses
 
 
 

 
Net Interest Income after Provision for Loan Losses20,415
 20,150
 41,552
 40,721
24,581
 21,137
Noninterest Income 
  
  
  
 
  
Service charges on deposit accounts1,712
 1,618
 3,461
 3,317
Mortgage banking income and fees937
 590
 1,914
 1,318
Service charges and fees on deposit accounts2,039
 1,914
Loan income and fees1,102
 976
BOLI income562
 562
Gain from sale of premises and equipment
 
 385
 
164
 385
Other, net1,118
 797
 2,084
 1,739
710
 404
Total noninterest income3,767
 3,005
 7,844
 6,374
4,577
 4,241
Noninterest Expense 
  
  
  
 
  
Salaries and employee benefits11,839
 10,875
 22,530
 21,732
12,352
 10,691
Net occupancy expense2,015
 2,306
 4,076
 4,565
2,349
 2,061
Marketing and advertising459
 499
 889
 984
453
 430
Telephone, postage, and supplies574
 842
 1,187
 1,672
685
 612
Deposit insurance premiums203
 523
 481
 1,048
414
 279
Computer services1,648
 1,406
 3,075
 2,990
1,545
 1,427
Loss on sale and impairment of REO339
 159
 469
 138
Loss (gain) on sale and impairment of REO(146) 129
REO expense378
 327
 522
 682
241
 144
Core deposit intangible amortization618
 743
 1,268
 1,517
719
 650
Merger-related expenses27
 
 334
 

 307
Other2,206
 2,162
 4,441
 4,349
2,469
 2,400
Total noninterest expense20,306
 19,842
 39,272
 39,677
21,081
 19,130
Income Before Income Taxes3,876
 3,313
 10,124
 7,418
8,077
 6,248
Income Tax Expense893
 864
 3,317
 2,405
2,510
 2,424
Net Income$2,983
 $2,449
 $6,807
 $5,013
$5,567
 $3,824
Per Share Data: 
  
  
  
 
  
Net income per common share: 
  
  
  
 
  
Basic$0.17
 $0.14
 $0.39
 $0.28
$0.31
 $0.22
Diluted$0.17
 $0.14
 $0.39
 $0.28
$0.30
 $0.22
Average shares outstanding: 
  
  
  
 
  
Basic16,900,387
 17,479,150
 16,893,775
 17,778,568
17,966,994
 17,208,682
Diluted17,556,587
 17,810,984
 17,490,675
 18,053,187
18,616,452
 17,451,295
The accompanying notes are an integral part of these consolidated financial statements.


HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Comprehensive Income
(Dollars in thousands)
 (Unaudited)
 Three Months Ended Six Months Ended
 December 31, December 31,
 2016 2015 2016 2015
Net Income$2,983
 $2,449
 $6,807
 $5,013
Other Comprehensive Loss 
  
  
  
  Unrealized holding losses on securities available for sale 
  
  
  
Losses arising during the period(2,955) (1,691) (3,540) (363)
Deferred income tax benefit1,005
 575
 1,203
 123
Total other comprehensive loss$(1,950) $(1,116) $(2,337) $(240)
Comprehensive Income$1,033
 $1,333
 $4,470
 $4,773
 (Unaudited)
 Three Months Ended
 September 30,
 2017 2016
Net Income$5,567
 $3,824
Other Comprehensive Income (Loss) 
  
  Unrealized holding gains (losses) on securities available for sale 
  
Gains (losses) arising during the period158
 (586)
Deferred income tax benefit (expense)(53) 199
Total other comprehensive income (loss)$105
 $(387)
Comprehensive Income$5,672
 $3,437
The accompanying notes are an integral part of these consolidated financial statements.


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, 201519,488,449
 $195
 $210,621
 $168,357
 $(8,993) $870
 $371,050
Net income
 
 
 5,013
 
 
 5,013
Stock repurchased(911,427) (9) (16,782) 
 
 
 (16,791)
Forfeited restricted stock(2,250) 
 
 
 
 
 
Exercised stock options2,200
 
 32
 
 
 
 32
Stock option expense
 
 953
 
 
 
 953
Restricted stock expense
 
 684
 
 
 
 684
ESOP shares allocated
 
 230
 
 264
 
 494
Other comprehensive loss
 
 
 
 
 (240) (240)
Balance at December 31, 201518,576,972
 $186
 $195,738
 $173,370
 $(8,729) $630
 $361,195
             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, 201617,998,750
 $180
 $186,104
 $179,813
 $(8,464) $2,343
 $359,976
17,998,750
 $180
 $186,104
 $179,813
 $(8,464) $2,343
 $359,976
Net income
 
 
 6,807
 
 
 6,807

 
 
 3,824
 
 
 3,824
Granted restricted stock2,000
 
 
 
 
 
 
400
 
 
 
 
 
 
Stock option expense
 
 2,034
 
 
 
 2,034

 
 362
 
 
 
 362
Restricted stock expense
 
 758
 
 
 
 758

 
 377
 
 
 
 377
ESOP shares allocated
 
 273
 
 265
 
 538

 
 117
 
 132
 
 249
Other comprehensive loss
 
 
 
 
 (2,337) (2,337)
 
 
 
 
 (387) (387)
Balance at December 31, 201618,000,750
 $180
 $189,169
 $186,620
 $(8,199) $6
 $367,776
Balance at September 30, 201617,999,150
 $180
 $186,960
 $183,637
 $(8,332) $1,956
 $364,401
             
             
Balance at June 30, 201718,967,875
 $190
 $213,459
 $191,660
 $(7,935) $273
 $397,647
Net income
 
 
 5,567
 
 
 5,567
Cumulative-effect adjustment on the change in accounting for share-based payments
 
 
 680
 
 
 680
Exercised stock options800
 
 12
 
 
 
 12
Stock option expense
 
 745
 
 
 
 745
Restricted stock expense
 
 428
 
 
 
 428
ESOP shares allocated
 
 183
 
 132
 
 315
Other comprehensive income
 
 
 
 
 105
 105
Balance at September 30, 201718,968,675
 $190
 $214,827
 $197,907
 $(7,803) $378
 $405,499
The accompanying notes are an integral part of these consolidated financial statements.


HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)(Unaudited)
Six Months Ended December 31,Three Months Ended September 30,
2016 20152017 2016
Operating Activities:      
Net income$6,807
 $5,013
$5,567
 $3,824
Adjustments to reconcile net income to net cash provided by (used in) operating activities: 
  
 
  
Depreciation1,745
 2,090
836
 868
Deferred income tax expense3,097
 2,349
2,361
 2,266
Net amortization and accretion(3,505) (2,151)(1,187) (2,180)
Gain from sale of premises and equipment(385) 
(164) (385)
Loss on sale and impairment of REO469
 138
Loss (gain) on sale and impairment of REO(146) 129
Gain on sale of loans held for sale(1,444) (775)(704) (382)
Origination of loans held for sale(77,526) (41,995)(32,424) (38,908)
Proceeds from sales of loans held for sale79,755
 43,564
30,942
 36,241
Increase in deferred loan fees, net(397) (184)
Decrease (increase) in accrued interest receivable and other assets(5,280) 8,072
Increase (decrease) in deferred loan fees, net340
 (5)
Increase in accrued interest receivable and other assets(365) (1,232)
Amortization of core deposit intangibles1,268
 1,517
719
 650
Earnings from bank owned life insurance(1,175) (964)
BOLI income(562) (562)
ESOP compensation expense538
 494
315
 249
Restricted stock and stock option expense2,792
 1,637
1,173
 739
Decrease in other liabilities(3,920) (6,557)
Increase (decrease) in other liabilities460
 (4,320)
Net cash provided by (used in) operating activities2,839
 12,248
7,161
 (3,008)
Investing Activities: 
  
 
  
Purchase of securities available for sale(15,091) (11,100)
 (13,000)
Proceeds from maturities of securities available for sale17,795
 26,060
11,680
 12,570
Net maturities of commercial paper50,928
 (15,704)
Net maturities (purchases) of commercial paper(49,278) 9,724
Purchase of certificates of deposit in other banks(24,708) (14,632)(7,190) (13,754)
Maturities of certificates of deposit in other banks36,073
 47,327
29,010
 21,835
Principal repayments of mortgage-backed securities13,080
 12,844
5,822
 6,649
Net purchases of other investments(2,855) (175)
Net redemptions (purchases) of other investments704
 (2,023)
Net increase in loans(121,236) (61,277)(42,207) (47,513)
Purchase of BOLI(18) (24)
Purchase of premises and equipment(2,020) (798)(561) (628)
Capital improvements to REO(18) 
Proceeds from sale of premises and equipment395
 
923
 395
Proceeds from sale of REO1,169
 1,540
793
 417
Acquisition of United Financial of North Carolina Inc.(200) 
Acquisition costs related to TriSummit Bancorp, Inc.(16,074) 
Net cash used in investing activities(62,744) (15,915)(50,340) (25,352)
Financing Activities: 
  
 
  
Net decrease in deposits(16,531) (42,139)
Net increase in other borrowings69,000
 4,000
Common stock repurchased
 (16,791)
Net increase (decrease) in deposits51,859
 (9,168)
Net increase (decrease) in other borrowings(16,700) 45,500
Exercised stock options
 32
12
 
Decrease in capital lease obligations(11) (11)(6) (5)
Net cash provided by (used in) financing activities52,458
 (54,909)
Net Decrease in Cash and Cash Equivalents(7,447) (58,576)
Net cash provided by financing activities35,165
 36,327
Net Increase (Decrease) in Cash and Cash Equivalents(8,014) 7,967
Cash and Cash Equivalents at Beginning of Period52,596
 116,160
86,985
 52,596
Cash and Cash Equivalents at End of Period$45,149
 $57,584
$78,971
 $60,563


HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows (continued)
(Dollars in thousands)
(Unaudited)(Unaudited)
Supplemental Disclosures:Six Months Ended December 31,Three Months Ended September 30,
2016 20152017 2016
Cash paid during the period for:      
Interest$3,754
 $2,881
$3,379
 $2,129
Income taxes170
 100
20
 100
Noncash transactions: 
  
 
  
Unrealized loss in value of securities available for sale, net of income taxes(2,337) (240)
Unrealized gain (loss) in value of securities available for sale, net of income taxes105
 (387)
Transfers of loans to REO1,330
 1,367
252
 305
Payable related to the acquisition of United Financial Inc. of North Carolina225
 
Cumulative-effect adjustment on the change in accounting for share-based payments

680
 
The accompanying notes are an integral part of these consolidated financial statements.

HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)
1.Summary of Significant Accounting Policies
The consolidated financial statements presented in this report include the accounts of HomeTrust Bancshares, Inc., a Maryland corporation ("HomeTrust"), and its wholly-owned subsidiary, HomeTrust Bank (the "Bank"). As used throughout this report, the term the "Company" refers to HomeTrust and the Bank, its consolidated subsidiary, unless the context otherwise requires. Effective December 31, 2015, the Bank converted from a national association to a North Carolina state bank. See Management's Discussion and Analysis of Financial Condition and Results of Operations "Overview" for discussion of charter change.
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position and results of operations for the periods presented have been included. It is recommended that these unaudited interim consolidated financial statements be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended June 30, 20162017 ("20162017 Form 10-K") filed with the SEC on September 13, 2016.12, 2017. The results of operations for the three and six months ended December 31, 2016September 30, 2017 are not necessarily indicative of results that may be expected for the entire fiscal year ending June 30, 2017.2018.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements. Various elements of the Company's accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions, and other subjective assessments. In particular, management has identified several accounting policies that, due to the judgments, estimates and assumptions inherent in those policies, are critical to an understanding of the Company's financial statements. These policies relate to (i) the determination of the provision and the allowance for loan losses, (ii) business combinations and acquired loans, (iii) the valuation of REO, (iv) the valuation of goodwill and other intangible assets, and (v) the valuation of or recognition of deferred tax assets and liabilities. These policies and judgments, estimates and assumptions are described in greater detail in subsequent notes to the Consolidated Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations (Critical Accounting Policies) in our 20162017 Form 10-K. Management believes that the judgments, estimates and assumptions used in the preparation of the financial statements are appropriate based on the factual circumstances at the time. However, given the sensitivity of the financial statements to these critical accounting policies, the use of other judgments, estimates and assumptions could result in material differences in the Company's results of operations or financial condition. Further, subsequent changes in economic or market conditions could have a material impact on these estimates and the Company's financial condition and operating results in future periods.
Certain amounts reported in prior periods' consolidated financial statements have been reclassified to conform to the current presentation. Such reclassifications had no effect on previously reported cash flows, stockholders' equity or net income.
2.Recent Accounting Pronouncements
In August 2015, the Financial Accounting Standards Board ("FASB") issued ASU No. 2015-14, “Revenue from Contracts with Customers (Topic 606)”, which defers the effective date of Accounting Standard Update ("ASU") No. 2014-09 one year. ASU No. 2014-09 created Topic 606 and supersedes Topic 605, Revenue Recognition. The core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In general, the new guidance requires companies to use more judgment and make more estimates than under current guidance, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which provides clarifying guidance in certain narrow areas and adds some practical expedients, but does not change the core revenue recognition principle in Topic 606. ASU No. 2015-14 is effective for annual periods, and interim andperiods within those annual periods, beginning after December 15, 2017; early2017. Early adoption is permitted for interim and annual periods beginning after December 15, 2016.2016, and interim periods within those annual periods. For financial reporting purposes, the standard allows for either full retrospective adoption, meaning the standard is applied to all of the periods presented, or modified retrospective adoption, meaning the standard is applied only to the most current period presented in the financial statements with the cumulative effect of initially applying the standard recognized at the date of initial application. WeA significant amount of the Company’s revenues are currentlyderived from net interest income on financial assets and liabilities, which are excluded from the scope of the amended guidance. With respect to noninterest income, the Company is in its preliminary stages of identifying and evaluating the impactrevenue streams and underlying revenue contracts within the scope of this guidance on our financial statementsthe guidance. The Company is expecting to begin developing processes and procedures during fiscal 2018 to ensure it is fully compliant with these amendments at the adoption date. To date, the Company has not yet identified any significant changes in the timing of adoption.revenue recognition when considering the amended accounting guidance; however, the Company’s implementation efforts are ongoing and such assessments may change prior to the July 1, 2018 implementation date.
In January 2016, the FASB issued ASU 2016-01, "Financial Instruments (Subtopic 825-10) Recognition and Measurement of Financial Assets and Financial Liabilities." The ASU amends the guidance in GAAP on the classification and measurement of financial instruments. The ASU includes the following changes: i) equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (ii) requires the use of exit price notion when measuring the fair value of financial instruments for disclosure purposes; (iii) require separate presentation of financial assets and

8

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

financial liabilities by measurement category and form of financial asset (i.e. securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; (iv) allows an equity investment that does not have readily determinable fair values, to be measured at cost minus impairment (if any), plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer; (v) eliminates the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, and requires a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair
HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)

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

9

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

in the ASUs. The amendments that require transition guidance are effective for fiscal years and interim reporting periods after December 15, 2016. Early adoption is permitted including adoption in an interim period. All other amendments are effective upon the issuance of these ASUs. Neither ASU 2016-19 nor ASU 2016-20 had a material impact on the Company's Consolidated Financial Statements.
In January 2017, FASB issued ASU 2017-03, "Accounting Changes and Error Corrections (Topic 250) and Investments-Equity Method and Joint Ventures (Topic 323)." The ASU amends the Codification for SEC staff announcements made at recent Emerging Issues Task Force (EITF) meetings. The SEC guidance that specifically relates to our ConsolidateConsolidated Financial StatementStatements was from the September 2016 meeting, where the SEC staff expressed their expectations about the extent of disclosures registrants should make about the effects of the new FASB guidance as well as any amendments issued prior to adoption, on revenue (ASU 2014-09), leases (ASU 2016-02) and credit losses on financial instruments (ASU 2016-13) in accordance with SAB Topic 11.M. Registrants are required to disclose the effect that recently issued accounting standards will have on their financial statements when adopted in a future period. In cases where a registrant cannot reasonably estimate the impact of the adoption, then additional qualitative disclosures should be considered. The ASU incorporates these SEC staff views into ASC 250 and adds references to that guidance in the transition paragraphs of each of the three new standards. The adoption ofCompany has adopted the amendments in this ASU and appropriate disclosures have been included in this Note for each recently issued accounting standard.
In January 2017, FASB issued ASU 2017-04, "Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment." The ASU removes the requirement to compare the implied fair value of goodwill with its carrying value as required in Step 2 of the goodwill impairment test. Under the ASU, registrants would perform their goodwill impairment test and recognize an impairment charge for any amount the carrying value exceeds the reporting unit's fair value, but limited by the amount of goodwill allocated to that reporting unit. The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted for all entities after January 1, 2017. The Company did early adopt this ASU and adoption did not have a material effect on the Company's Consolidated Financial Statements.
HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
NotesIn March 2017, FASB issued ASU 2017-08, "Receivables-Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities." The ASU requires entities to amortize the premium on certain purchased callable debt securities to the earliest call date, which more closely aligns the amortization period of premiums and discounts to expectations incorporated in the market prices. Entities will no longer recognize a loss in earnings upon the debtor's exercise of a call on a purchased debt security held at a premium. The ASU does not require any accounting change for debt securities held at a discount, therefore the discount will continue to be amortized as an adjustment of yield over the contractual life of the investment. The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. Early adoption is permitted for all entities. The adoption of ASU No. 2017-08 is not expected to have a material impact on the Company's Consolidated Financial StatementsStatements.
(DollarsIn May 2017, the FASB issued ASU 2017-09, "Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting." This ASU provides clarity on the guidance related to stock compensation when there have been changes to the terms or conditions of a share-based payment award to which an entity would be required to apply modification accounting under ASC 718. The ASU provides the three following criteria must be met in thousands, except per share data)
order to not account for the effect of the modification of terms or conditions: the fair value, the vesting conditions and the classification as an equity or liability instrument of the modified award is the same as the original award immediately before the original award is modified. The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. The adoption of ASU No. 2017-09 is not expected to have a material impact on the Company's Consolidated Financial Statements.

In August 2017, FASB issued ASU 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities." This ASU improves the transparency and understandability of disclosures in the financial statements regarding the entities risk management activities and reduces the complexity of hedge accounting. The amendments in this ASU permit hedge accounting for hedging relationships involving nonfinancial risk and interest rate risk by removing certain limitations in cash flow and fair value hedging relationships. In addition, the ASU requires an entity to present the earnings effect of the hedging instrument in the same income statement line item in which the earnings effect of the hedged item is reported. The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018 and early adoption is permitted. The adoption of ASU No. 2017-12 is not expected to have a material impact on the Company's Consolidated Financial Statements.
3.Business Combinations
All business combinations are accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed and consideration exchanged are recorded at acquisition date fair values. Fair values are preliminary and subject to refinement for up to one year after the closing date of the acquisition as additional information regarding the closing date fair values becomes available.
United Financial of North Carolina, Inc.

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


10

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

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

TriSummit Bancorp. Inc.

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

Pursuant to the Merger Agreement, each share of the common stock of TriSummit and each share of Series A Preferred Stock of TriSummit issued and outstanding immediately prior to the Merger (on an as converted basis to a share of TriSummit common stock) was converted into the right to receive $4.40 in cash and .2099 shares of HomeTrust common stock, with cash paid in lieu of fractional share interests. At the Merger date, 50% of outstanding options granted by TriSummit were canceled. The remaining options were assumed by HomeTrust and converted into options to purchase 86,185 shares of HomeTrust Common Stock. In addition, TriSummit’s $7,140$7,222 Series B, Series C and Series D TARP preferred stock (all held by private shareholders) was redeemed in connection with the closing of the merger.
The total consideration paid by HomeTrust in the TriSummit Merger approximates $36,127.$36,126. The total number of HomeTrust shares issued was 765,277 shares. HomeTrust paid aggregate cash consideration of approximately $16,083. HomeTrust has paid $220, net of tax in merger expenses through December 31, 2016 and anticipates approximately $5,300, net of tax in additional merger expenses in the third quarter of fiscal 2017.
As of the filing of this report, HomeTrust has not completed the fair value measurements of the TriSummit assets and liabilities. The table below presents TriSummit's unaudited condensed balance sheet as of December 31, 2016.
11
  December 31, 2016
Assets:  
Cash and cash equivalents $5,282
Investment securities 58,728
Loans, net 261,964
Other assets 34,064
Total assets $360,038
   
Liabilities and Stockholders' Equity  
Deposits $277,302
Borrowings 50,199
Other liabilities 447
Total liabilities 327,948
Stockholders' Equity 32,090
Total liabilities and stockholders' equity $360,038

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

The following table presents the consideration paid by the Company in the acquisition of TriSummit and the assets acquired and liabilities assumed as of January 1, 2017:
 As Recorded by TriSummit Fair Value and Other Merger Related Adjustments As Recorded by the Company
Consideration Paid:     
Cash paid including cash in lieu of fractional shares    $16,083
Fair value of HomeTrust common stock at $25.90 per share    20,043
Total consideration    $36,126
Assets:     
Cash and cash equivalents$5,498
 $
 $5,498
Certificates of deposit in other banks250
 
 250
Investment securities58,728
 (203) 58,525
Other investments, at cost2,614
 
 2,614
Loans, net261,926
 (3,867) 258,059
Premises and equipment, net12,841
 (2,419) 10,422
REO1,633
 (122) 1,511
Deferred income tax2,653
 4,462
 7,115
Bank owned life insurance3,762
 
 3,762
Core deposit intangibles1,285
 1,575
 2,860
Other assets1,453
 (105) 1,348
Total assets acquired$352,643
 $(679) $351,964
      
Liabilities:     
Deposits$279,647
 $587
 280,234
Borrowings47,453
 16
 47,469
Other liabilities675
 
 675
Total liabilities assumed$327,775
 $603
 $328,378
Net identifiable assets acquired over liabilities assumed$24,868
 $(1,282) $23,586
Goodwill
   $12,540
The carrying amount of acquired loans from TriSummit as of January1, 2017 consisted of purchased performing loans and Purchase Credit Impaired ("PCI") loans as detailed in the following table:
 
Purchased
Performing
 PCI 
Total
Loans
Retail Consumer Loans:     
One-to-four family$75,179
 $3,753
 $78,932
HELOCs6,479
 2
 6,481
Construction and land/lots15,591
 
 15,591
Consumer1,686
 17
 1,703
Commercial:   
 

Commercial real estate107,880
 3,494
 111,374
Construction and development15,253
 142
 15,395
Commercial and industrial28,295
 288
 28,583
Total$250,363
 $7,696
 $258,059


12

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

The following table presents the performing loans receivable purchased from TriSummit at January 1, 2017, the acquisition date:
Contractually required principal payments receivable$255,852
Adjustment for credit, interest rate, and liquidity5,489
Balance of purchased loans receivable$250,363
The following table presents the PCI loans acquired from TriSummit at January 1, 2017, the acquisition date:
Contractually required principal and interest payments receivable$11,474
Amounts not expected to be collected - nonaccretable difference2,490
Estimated payments expected to be received8,984
Accretable yield1,288
Fair value of PCI loans$7,696
4.Securities Available for Sale
Securities available for sale consist of the following at the dates indicated:
December 31, 2016September 30, 2017
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair
Value
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair
Value
U.S. Government Agencies$72,885
 $221
 $(419) $72,687
$55,967
 $173
 $(265) $55,875
Residential Mortgage-backed Securities of U.S. Government 
  
  
  
 
  
  
  
Agencies and Government-Sponsored Enterprises82,420
 283
 (421) 82,282
86,905
 451
 (272) 87,084
Municipal Bonds17,953
 431
 (59) 18,325
32,304
 442
 (23) 32,723
Corporate Bonds7,719
 100
 (127) 7,692
6,242
 115
 (49) 6,308
Equity Securities63
 
 
 63
63
 
 
 63
Total$181,040
 $1,035
 $(1,026) $181,049
$181,481
 $1,181
 $(609) $182,053
June 30, 2016June 30, 2017
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair
Value
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Estimated
Fair
Value
U.S. Government Agencies$77,356
 $624
 $
 $77,980
$65,947
 $184
 $(301) $65,830
Residential Mortgage-backed Securities of U.S. Government 
  
  
  
 
  
  
  
Agencies and Government-Sponsored Enterprises95,668
 1,824
 (84) 97,408
92,841
 411
 (281) 92,971
Municipal Bonds16,242
 992
 
 17,234
34,135
 403
 (28) 34,510
Corporate Bonds7,773
 194
 
 7,967
6,267
 114
 (88) 6,293
Equity Securities63
 
 
 63
63
 
 
 63
Total$197,102
 $3,634
 $(84) $200,652
$199,253
 $1,112
 $(698) $199,667
Debt securities available for sale by contractual maturity at the dates indicated are shown below. Mortgage-backed securities are not included in the maturity categories because the borrowers in the underlying pools may prepay without penalty; therefore, it is unlikely that the securities will pay at their stated maturity schedule.
December 31, 2016September 30, 2017
Amortized
Cost
 
Estimated
Fair Value
Amortized
Cost
 
Estimated
Fair Value
Due within one year$903
 $904
$1,914
 $1,919
Due after one year through five years75,809
 75,663
68,093
 68,016
Due after five years through ten years18,013
 18,276
14,767
 15,172
Due after ten years3,832
 3,861
9,739
 9,799
Mortgage-backed securities82,420
 82,282
86,905
 87,084
Total$180,977
 $180,986
$181,418
 $181,990
The Company had no sales of securities available for sale during the three and six months ended December 31, 2016 and 2015.
Securities available for sale with costs totaling $135,556 and $151,359 with market values of $135,733 and $154,132 at December 31, 2016 and June 30, 2016, respectively, were pledged as collateral to secure various public deposits and other borrowings.
13

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

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

Securities available for sale with costs totaling $140,948 and $156,592 with market values of $141,284 and $154,264 at September 30, 2017 and June 30, 2017, respectively, were pledged as collateral to secure various public deposits and other borrowings.
The gross unrealized losses and the fair value for securities available for sale aggregated by the length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2016September 30, 2017 and June 30, 20162017 were as follows:
December 31, 2016September 30, 2017
Less than 12 Months 12 Months or More TotalLess than 12 Months 12 Months or More Total
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
U.S. Government Agencies$48,047
 $(419) $
 $
 $48,047
 $(419)$32,820
 $(172) $10,907
 $(93) $43,727
 $(265)
Residential Mortgage-backed Securities of U.S. Government Agencies and Government-Sponsored Enterprises44,958
 (358) 4,156
 (63) 49,114
 (421)31,971
 (208) 5,972
 (64) 37,943
 (272)
Municipal Bonds5,042
 (59) 
 
 5,042
 (59)5,006
 (15) 1,079
 (8) 6,085
 (23)
Corporate Bonds
 
 3,738
 (127) 3,738
 (127)
 
 3,751
 (49) 3,751
 (49)
Total$98,047
 $(836) $7,894
 $(190) $105,941
 $(1,026)$69,797
 $(395) $21,709
 $(214) $91,506
 $(609)
June 30, 2016June 30, 2017
Less than 12 Months 12 Months or More TotalLess than 12 Months 12 Months or More Total
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
U.S. Government Agencies$46,767
 $(222) $6,921
 $(79) $53,688
 $(301)
Residential Mortgage-backed Securities of U.S. Government Agencies and Government-Sponsored Enterprises$1,970
 $(20) $6,040
 $(64) $8,010
 $(84)42,921
 (240) 3,970
 (41) 46,891
 (281)
Municipal Bonds9,153
 (28) 
 
 9,153
 (28)
Corporate Bonds3,734
 (88) 
 
 3,734
 (88)
Total$1,970
 $(20) $6,040
 $(64) $8,010
 $(84)$102,575
 $(578) $10,891
 $(120) $113,466
 $(698)
The total number of securities with unrealized losses at December 31, 2016,September 30, 2017, and June 30, 20162017 were 131107 and 44,136, respectively. Unrealized losses on securities have not been recognized in income because management has the intent and ability to hold the securities for the foreseeable future, and has determined that it is not more likely than not that the Company will be required to sell the securities prior to a recovery in value. The decline in fair value was largely due to increases in market interest rates. The Company had no other than temporary impairment losses during the three and six months ended December 31, 2016September 30, 2017 or the year ended June 30, 2016.2017.
As a requirement for membership, the Bank invests in the stock of both the FHLB of Atlanta and the Federal Reserve Bank of Richmond ("FRB"). No ready market exists for this stock and thethese securities so carrying value approximates its fair value based on the redemption provisions of the FHLB of Atlanta and the FRB.FRB, respectively.


14

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

5.Loans
Loans consist of the following at the dates indicated:
December 31, 2016 June 30, 2016September 30, 2017 June 30, 2017
Retail consumer loans:      
One-to-four family$608,118
 $623,701
$684,956
 $684,089
HELOCs - originated156,615
 163,293
152,979
 157,068
HELOCs - purchased173,511
 144,377
162,518
 162,407
Construction and land/lots42,628
 38,102
54,969
 50,136
Indirect auto finance129,132
 108,478
142,915
 140,879
Consumer5,852
 4,635
8,814
 7,900
Total retail consumer loans1,115,856
 1,082,586
1,207,151
 1,202,479
Commercial loans: 
  
 
  
Commercial real estate531,321
 486,561
753,857
 730,408
Construction and development129,370
 86,840
209,672
 197,966
Commercial and industrial77,352
 73,289
124,722
 120,387
Municipal leases101,730
 103,183
100,638
 101,175
Total commercial loans839,773
 749,873
1,188,889
 1,149,936
Total loans1,955,629
 1,832,459
2,396,040
 2,352,415
Deferred loan costs (fees), net(25) 372
(1,285) (945)
Total loans, net of deferred loan fees1,955,604
 1,832,831
2,394,755
 2,351,470
Allowance for loan and lease losses(20,986) (21,292)
Allowance for loan losses(21,997) (21,151)
Loans, net$1,934,618
 $1,811,539
$2,372,758
 $2,330,319
All the qualifying one-to-four family first mortgage loans, HELOCs, commercial real estate loans, and FHLB Stock are pledged as collateral by a blanket pledge to secure any outstanding FHLB advances.
The Company's total non-purchased and purchased performing loans by segment, class, and risk grade at the dates indicated follow:
Pass 
Special
Mention
 Substandard Doubtful Loss TotalPass 
Special
Mention
 Substandard Doubtful Loss Total
December 31, 2016           
September 30, 2017           
Retail consumer loans:                      
One-to-four family$575,429
 $8,320
 $17,898
 $1,239
 $48
 $602,934
$656,596
 $4,823
 $14,403
 $1,157
 $130
 $677,109
HELOCs - originated152,810
 944
 2,514
 55
 9
 156,332
149,407
 799
 2,287
 176
 22
 152,691
HELOCs - purchased173,511
 
 
 
 
 173,511
162,327
 
 191
 
 
 162,518
Construction and land/lots40,774
 696
 590
 32
 
 42,092
53,703
 398
 351
 
 
 54,452
Indirect auto finance128,903
 25
 203
 
 1
 129,132
142,671
 
 244
 
 
 142,915
Consumer5,617
 1
 215
 3
 10
 5,846
8,752
 10
 23
 2
 9
 8,796
Commercial loans: 
  
  
  
  
   
  
  
  
  
  
Commercial real estate498,507
 6,445
 9,847
 1
 
 514,800
726,440
 5,654
 6,194
 
 
 738,288
Construction and development121,946
 819
 3,824
 
 
 126,589
204,311
 508
 2,217
 
 
 207,036
Commercial and industrial69,119
 850
 4,264
 
 1
 74,234
118,314
 952
 2,876
 
 1
 122,143
Municipal leases100,129
 963
 638
 
 
 101,730
100,223
 309
 106
 
 
 100,638
Total loans$1,866,745
 $19,063
 $39,993
 $1,330
 $69
 $1,927,200
$2,322,744
 $13,453
 $28,892
 $1,335
 $162
 $2,366,586

15

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

Pass 
Special
Mention
 Substandard Doubtful Loss TotalPass 
Special
Mention
 Substandard Doubtful Loss Total
June 30, 2016           
June 30, 2017           
Retail consumer loans:                      
One-to-four family$587,440
 $7,800
 $20,129
 $1,283
 $11
 $616,663
$655,424
 $4,715
 $14,769
 $1,101
 $11
 $676,020
HELOCs - originated159,275
 678
 2,997
 55
 10
 163,015
153,676
 809
 2,100
 188
 7
 156,780
HELOCs - purchased144,377
 
 
 
 
 144,377
162,215
 
 192
 
 
 162,407
Construction and land/lots36,298
 542
 679
 9
 
 37,528
48,728
 479
 341
 60
 
 49,608
Indirect auto finance108,432
 14
 21
 11
 
 108,478
140,780
 
 97
 1
 1
 140,879
Consumer4,390
 1
 224
 2
 9
 4,626
7,828
 12
 34
 
 8
 7,882
Commercial loans: 
  
  
  
  
  
 
  
  
  
  
  
Commercial real estate448,188
 7,817
 9,232
 1
 
 465,238
700,060
 5,847
 7,118
 
 
 713,025
Construction and development79,005
 480
 4,208
 
 
 83,693
192,025
 992
 2,320
 
 
 195,337
Commercial and industrial63,299
 1,032
 5,361
 
 2
 69,694
113,923
 883
 2,954
 
 1
 117,761
Municipal leases100,867
 1,651
 665
 
 
 103,183
99,811
 1,258
 106
 
 
 101,175
Total loans$1,731,571
 $20,015
 $43,516
 $1,361
 $32
 $1,796,495
$2,274,470
 $14,995
 $30,031
 $1,350
 $28
 $2,320,874
The Company's total PCI loans by segment, class, and risk grade at the dates indicated follow:
Pass 
Special
Mention
 Substandard Doubtful Loss TotalPass 
Special
Mention
 Substandard Doubtful Loss Total
December 31, 2016           
September 30, 2017           
Retail consumer loans:                      
One-to-four family$3,175
 $471
 $1,358
 $180
 $
 $5,184
$3,036
 $1,152
 $3,469
 $190
 $
 $7,847
HELOCs - originated257
 
 26
 
 
 283
257
 
 31
 
 
 288
Construction and land/lots494
 
 42
 
 
 536
475
 
 42
 
 
 517
Consumer6
 
 
 
 
 6
3
 15
 
 
 
 18
Commercial loans: 
  
  
  
  
  
 
  
  
  
  
  
Commercial real estate8,800
 3,612
 4,109
 
 
 16,521
7,924
 1,609
 6,036
 
 
 15,569
Construction and development812
 
 1,969
 
 
 2,781
335
 
 2,301
 
 
 2,636
Commercial and industrial2,989
 84
 45
 
 
 3,118
2,430
 32
 117
 
 
 2,579
Total loans$16,533
 $4,167
 $7,549
 $180
 $
 $28,429
$14,460
 $2,808
 $11,996
 $190
 $
 $29,454
Pass 
Special
Mention
 Substandard Doubtful Loss TotalPass 
Special
Mention
 Substandard Doubtful Loss Total
June 30, 2016           
June 30, 2017           
Retail consumer loans:                      
One-to-four family$5,039
 $377
 $1,593
 $14
 $15
 $7,038
$3,115
 $1,129
 $3,615
 $210
 $
 $8,069
HELOCs - originated258
 
 20
 
 
 278
258
 
 30
 
 
 288
Construction and land/lots522
 
 52
 
 
 574
487
 
 41
 
 
 528
Consumer8
 
 
 
 1
 9
4
 14
 
 
 
 18
Commercial loans: 
  
  
  
  
  
 
  
  
  
  
  
Commercial real estate12,594
 4,266
 4,463
 
 
 21,323
8,909
 2,299
 6,175
 
 
 17,383
Construction and development1,136
 292
 1,719
 
 
 3,147
338
 
 2,291
 
 
 2,629
Commercial and industrial3,234
 194
 167
 
 
 3,595
2,460
 44
 122
 
 
 2,626
Total loans$22,791
 $5,129
 $8,014
 $14
 $16
 $35,964
$15,571
 $3,486
 $12,274
 $210
 $
 $31,541

16

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


The Company's total loans by segment, class, and delinquency status at the dates indicated follows:
Past Due   TotalPast Due   Total
30-89 Days 90 Days+ Total Current Loans30-89 Days 90 Days+ Total Current Loans
December 31, 2016         
September 30, 2017         
Retail consumer loans:                  
One-to-four family$3,733
 $3,728
 $7,461
 $600,657
 $608,118
$4,799
 $3,805
 $8,604
 $676,352
 $684,956
HELOCs - originated569
 354
 923
 155,692
 156,615
601
 941
 1,542
 151,437
 152,979
HELOCs - purchased
 
 
 173,511
 173,511

 
 
 162,518
 162,518
Construction and land/lots116
 83
 199
 42,429
 42,628
211
 64
 275
 54,694
 54,969
Indirect auto finance353
 30
 383
 128,749
 129,132
377
 6
 383
 142,532
 142,915
Consumer45
 13
 58
 5,794
 5,852
5
 8
 13
 8,801
 8,814
Commercial loans:                  
Commercial real estate128
 4,486
 4,614
 526,707
 531,321
1,091
 3,497
 4,588
 749,269
 753,857
Construction and development638
 1,222
 1,860
 127,510
 129,370
141
 1,216
 1,357
 208,315
 209,672
Commercial and industrial575
 1,714
 2,289
 75,063
 77,352
84
 834
 918
 123,804
 124,722
Municipal leases114
 
 114
 101,616
 101,730

 
 
 100,638
 100,638
Total loans$6,271
 $11,630
 $17,901
 $1,937,728
 $1,955,629
$7,309
 $10,371
 $17,680
 $2,378,360
 $2,396,040
The table above includes PCI loans of $214$898 30-89 days past due and $5,382$3,875 90 days or more past due as of December 31, 2016.September 30, 2017.
Past Due   TotalPast Due   Total
30-89 Days 90 Days+ Total Current Loans30-89 Days 90 Days+ Total Current Loans
June 30, 2016         
June 30, 2017         
Retail consumer loans:                  
One-to-four family$3,514
 $5,476
 $8,990
 $614,711
 $623,701
$3,496
 $3,990
 $7,486
 $676,603
 $684,089
HELOCs - originated220
 377
 597
 162,696
 163,293
1,037
 274
 1,311
 155,757
 157,068
HELOCs - purchased
 
 
 144,377
 144,377

 
 
 162,407
 162,407
Construction and land/lots100
 119
 219
 37,883
 38,102
132
 129
 261
 49,875
 50,136
Indirect auto finance182
 
 182
 108,296
 108,478
96
 
 96
 140,783
 140,879
Consumer4
 4
 8
 4,627
 4,635
5
 14
 19
 7,881
 7,900
Commercial loans: 
  
  
  
  
 
  
  
  
  
Commercial real estate1,436
 3,353
 4,789
 481,772
 486,561
809
 3,100
 3,909
 726,499
 730,408
Construction and development371
 1,296
 1,667
 85,173
 86,840
385
 887
 1,272
 196,694
 197,966
Commercial and industrial216
 2,819
 3,035
 70,254
 73,289
37
 831
 868
 119,519
 120,387
Municipal leases
 
 
 103,183
 103,183

 
 
 101,175
 101,175
Total loans$6,043
 $13,444
 $19,487
 $1,812,972
 $1,832,459
$5,997
 $9,225
 $15,222
 $2,337,193
 $2,352,415
The table above includes PCI loans of $1,596$4,772 30-89 days past due and $5,776$4,211 90 days or more past due as of June 30, 2016.2017.

17

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

The Company's recorded investment in loans, by segment and class, that are not accruing interest or are 90 days or more past due and still accruing interest at the dates indicated follow:
December 31, 2016 June 30, 2016September 30, 2017 June 30, 2017
Nonaccruing 
90 Days + &
still accruing
 Nonaccruing 
90 Days + &
still accruing
Nonaccruing 
90 Days + &
still accruing
 Nonaccruing 
90 Days + &
still accruing
Retail consumer loans:              
One-to-four family$7,361
 $
 $9,192
 $
$6,557
 $
 $6,453
 $
HELOCs - originated654
 
 1,026
 
1,404
 
 1,291
 
HELOCs - purchased191
 
 192
 
Construction and land/lots173
 
 188
 
157
 
 245
 
Indirect auto finance176
 
 20
 
179
 
 1
 
Consumer31
 
 15
 
22
 
 29
 
Commercial loans: 
  
  
  
 
  
  
  
Commercial real estate3,374
 
 3,222
 
2,861
 
 2,756
 
Construction and development1,759
 
 1,417
 
1,787
 
 1,766
 
Commercial and industrial2,070
 
 3,019
 
821
 
 827
 
Municipal leases408
 
 419
 
106
 
 106
 
Total loans$16,006
 $
 $18,518
 $
$14,085
 $
 $13,666
 $
PCI loans totaling $6,228$6,491 at December 31, 2016September 30, 2017 and $6,607$6,664 at June 30, 20162017 are excluded from nonaccruing loans due to the accretion of discounts established in accordance with the acquisition method of accounting for business combinations.
Troubled debt restructurings ("TDRs") are loans which have renegotiated loan terms to assist borrowers who are unable to meet the original terms of their loans. Such modifications to loan terms may include a lower interest rate, a reduction in principal, or a longer term to maturity. Additionally, all TDRs are considered impaired. The Company had no commitments to lend additional funds on these TDR loans at December 31, 2016.September 30, 2017.
The Company's loans that were performing under the payment terms of TDRs that were excluded from nonaccruing loans above at the dates indicated follow:
 December 31, 2016 June 30, 2016
Performing TDRs included in impaired loans$27,448
 $28,263
 September 30, 2017 June 30, 2017
Performing TDRs included in impaired loans$26,063
 $27,043
An analysis of the allowance for loan losses by segment for the periods shown is as follows:
 Three Months Ended December 31, 2016 Three Months Ended December 31, 2015
 PCI 
Retail
Consumer
 Commercial Total PCI 
Retail
Consumer
 Commercial Total
Balance at beginning of period$356
 $10,446
 $10,149
 $20,951
 $328
 $12,426
 $9,358
 $22,112
Provision for (recovery of) loan losses(20) (609) 629
 
 27
 (553) 526
 
Charge-offs
 (155) (67) (222) 
 (306) (543) (849)
Recoveries
 131
 126
 257
 
 503
 211
 714
Balance at end of period$336
 $9,813
 $10,837
 $20,986
 $355
 $12,070
 $9,552
 $21,977
 Six Months Ended December 31, 2016 Six Months Ended December 31, 2015
 PCI 
Retail
Consumer
 Commercial Total PCI 
Retail
Consumer
 Commercial Total
Balance at beginning of period$361
 $11,549
 $9,382
 $21,292
 $401
 $12,575
 $9,398
 $22,374
Provision for (recovery of) loan losses(25) (1,505) 1,530
 
 (46) (480) 526
 
Charge-offs
 (574) (675) (1,249) 
 (775) (877) (1,652)
Recoveries
 343
 600
 943
 
 750
 505
 1,255
Balance at end of period$336
 $9,813
 $10,837
 $20,986
 $355
 $12,070
 $9,552
 $21,977
18

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

An analysis of the allowance for loan losses by segment for the periods shown is as follows:
 Three Months Ended September 30, 2017 Three Months Ended September 30, 2016
 PCI 
Retail
Consumer
 Commercial Total PCI 
Retail
Consumer
 Commercial Total
Balance at beginning of period$727
 $8,585
 $11,839
 $21,151
 $361
 $11,549
 $9,382
 $21,292
Provision for (recovery of) loan losses470
 (412) (58) 
 (5) (895) 900
 
Charge-offs
 (149) (14) (163) 
 (419) (607) (1,026)
Recoveries
 286
 723
 1,009
 
 211
 474
 685
Balance at end of period$1,197
 $8,310
 $12,490
 $21,997
 $356
 $10,446
 $10,149
 $20,951
The Company's ending balances of loans and the related allowance, by segment and class, at the dates indicated follows:
Allowance for Loan Losses Total Loans ReceivableAllowance for Loan Losses Total Loans Receivable
PCI 
Loans
individually
evaluated for
impairment
 
Loans
collectively
evaluated
 Total PCI 
Loans
individually
evaluated for
impairment
 
Loans
collectively
evaluated
 TotalPCI 
Loans
individually
evaluated for
impairment
 
Loans
collectively
evaluated
 Total PCI 
Loans
individually
evaluated for
impairment
 
Loans
collectively
evaluated
 Total
December 31, 2016               
September 30, 2017               
Retail consumer loans:                              
One-to-four family$16
 $343
 $5,097
 $5,456
 $5,184
 $10,980
 $591,954
 $608,118
$120
 $1,008
 $3,227
 $4,355
 $7,847
 $10,777
 $666,332
 $684,956
HELOCs - originated
 9
 1,714
 1,723
 283
 14
 156,318
 156,615

 58
 1,310
 1,368
 288
 43
 152,648
 152,979
HELOCs - purchased
 
 694
 694
 
 
 173,511
 173,511

 
 815
 815
 
 
 162,518
 162,518
Construction and land/lots
 
 959
 959
 536
 659
 41,433
 42,628

 61
 924
 985
 517
 648
 53,804
 54,969
Indirect auto finance
 
 942
 942
 
 31
 129,101
 129,132

 
 847
 847
 
 8
 142,907
 142,915
Consumer
 10
 45
 55
 6
 10
 5,836
 5,852

 9
 51
 60
 18
 2
 8,794
 8,814
Commercial loans: 
  
  
  
  
  
  
   
  
  
  
  
  
  
  
Commercial real estate290
 135
 6,471
 6,896
 16,521
 5,928
 508,872
 531,321
886
 232
 6,981
 8,099
 15,569
 7,290
 730,998
 753,857
Construction and development12
 
 2,629
 2,641
 2,781
 2,083
 124,506
 129,370
176
 11
 3,270
 3,457
 2,636
 2,188
 204,848
 209,672
Commercial and industrial18
 3
 949
 970
 3,118
 2,726
 71,508
 77,352
15
 380
 1,136
 1,531
 2,579
 1,805
 120,338
 124,722
Municipal leases
 
 650
 650
 
 294
 101,436
 101,730

 
 480
 480
 
 294
 100,344
 100,638
Total$336
 $500
 $20,150
 $20,986
 $28,429
 $22,725
 $1,904,475
 $1,955,629
$1,197
 $1,759
 $19,041
 $21,997
 $29,454
 $23,055
 $2,343,531
 $2,396,040
June 30, 2016 
  
  
  
  
  
  
  
June 30, 2017 
  
  
  
  
  
  
  
Retail consumer loans: 
  
  
  
  
  
  
  
 
  
  
  
  
  
  
  
One-to-four family$23
 $187
 $6,385
 $6,595
 $7,038
 $12,411
 $604,252
 $623,701
$28
 $863
 $3,585
 $4,476
 $8,069
 $10,305
 $665,715
 $684,089
HELOCs - originated
 288
 1,709
 1,997
 278
 1,145
 161,870
 163,293

 44
 1,340
 1,384
 288
 12
 156,768
 157,068
HELOCs - purchased
 
 558
 558
 
 
 144,377
 144,377

 
 838
 838
 
 
 162,407
 162,407
Construction and land/lots
 198
 1,146
 1,344
 574
 392
 37,136
 38,102

 88
 889
 977
 528
 634
 48,974
 50,136
Indirect auto finance
 
 1,016
 1,016
 
 
 108,478
 108,478

 1
 880
 881
 
 1
 140,878
 140,879
Consumer
 10
 51
 61
 9
 
 4,626
 4,635

 8
 49
 57
 18
 8
 7,874
 7,900
Commercial loans: 
  
  
  
  
  
  
  
 
  
  
  
  
  
  
  
Commercial real estate288
 
 6,142
 6,430
 21,323
 5,376
 459,862
 486,561
512
 239
 6,600
 7,351
 17,383
 6,284
 706,741
 730,408
Construction and development17
 
 1,891
 1,908
 3,147
 1,789
 81,904
 86,840
171
 13
 2,982
 3,166
 2,629
 2,184
 193,153
 197,966
Commercial and industrial33
 3
 685
 721
 3,595
 2,927
 66,767
 73,289
16
 287
 1,221
 1,524
 2,626
 1,514
 116,247
 120,387
Municipal leases
 
 662
 662
 
 305
 102,878
 103,183

 
 497
 497
 
 
 101,175
 101,175
Total$361
 $686
 $20,245
 $21,292
 $35,964
 $24,345
 $1,772,150
 $1,832,459
$727
 $1,543
 $18,881
 $21,151
 $31,541
 $20,942
 $2,299,932
 $2,352,415
Loans acquired from acquisitions are initially excluded from the allowance for loan losses in accordance with the acquisition method of accounting for business combinations. The Company records these loans at fair value, which includes a credit discount, therefore, no allowance for loan losses are established for these acquired loans at acquisition. A provision for loan losses is recorded for any further deterioration in these acquired loans subsequent to the acquisition.

19

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

The Company's impaired loans and the related allowance, by segment and class, at the dates indicated follows:
Total Impaired LoansTotal Impaired Loans
Unpaid
Principal
Balance
 
Recorded
Investment
With a
Recorded
Allowance
 
Recorded
Investment
With No
Recorded
Allowance
 Total 
Related
Recorded
Allowance
Unpaid
Principal
Balance
 
Recorded
Investment
With a
Recorded
Allowance
 
Recorded
Investment
With No
Recorded
Allowance
 Total 
Related
Recorded
Allowance
December 31, 2016         
September 30, 2017         
Retail consumer loans:                  
One-to-four family$29,018
 $17,836
 $7,904
 $25,740
 $841
$28,064
 $18,151
 $6,727
 $24,878
 $1,022
HELOCs - originated3,504
 1,986
 311
 2,297
 42
4,164
 2,369
 530
 2,899
 64
HELOCs - purchased191
 191
 
 191
 1
Construction and land/lots3,128
 1,076
 765
 1,841
 66
2,435
 1,104
 463
 1,567
 62
Indirect auto finance196
 145
 31
 176
 2
183
 173
 6
 179
 1
Consumer568
 14
 23
 37
 10
533
 10
 26
 36
 9
Commercial loans: 
  
  
  
  
 
  
  
  
  
Commercial real estate8,576
 4,086
 3,638
 7,724
 152
7,598
 4,458
 2,782
 7,240
 244
Construction and development3,847
 1,089
 1,759
 2,848
 13
3,780
 1,039
 1,628
 2,667
 15
Commercial and industrial8,619
 710
 2,419
 3,129
 13
7,044
 1,176
 881
 2,057
 383
Municipal leases408
 114
 294
 408
 1
106
 106
 
 106
 
Total impaired loans$57,864
 $27,056
 $17,144
 $44,200
 $1,140
$54,098
 $28,777
 $13,043
 $41,820
 $1,801
June 30, 2016 
  
  
  
  
June 30, 2017 
  
  
  
  
Retail consumer loans: 
  
  
  
  
 
  
  
  
  
One-to-four family$29,053
 $12,348
 $13,375
 $25,723
 $281
$28,469
 $17,353
 $7,773
 $25,126
 $881
HELOCs - originated4,486
 1,999
 1,178
 3,177
 305
4,070
 2,270
 532
 2,802
 49
HELOCs - purchased192
 
 192
 192
 
Construction and land/lots2,890
 764
 693
 1,457
 209
2,817
 1,310
 468
 1,778
 88
Indirect auto finance45
 20
 
 20
 
22
 
 1
 1
 1
Consumer514
 9
 13
 22
 10
552
 15
 27
 42
 8
Commercial loans: 
  
  
  
  
 
  
  
  
  
Commercial real estate7,433
 857
 5,776
 6,633
 13
8,307
 4,721
 3,186
 7,907
 253
Construction and development3,556
 600
 1,929
 2,529
 14
3,768
 1,024
 1,617
 2,641
 16
Commercial and industrial9,710
 1,197
 2,930
 4,127
 17
7,757
 845
 1,231
 2,076
 288
Municipal leases419
 114
 305
 419
 1
400
 106
 294
 400
 
Total impaired loans$58,106
 $17,908
 $26,199
 $44,107
 $850
$56,354
 $27,644
 $15,321
 $42,965
 $1,584
Impaired loans above excludes $68$6,491 at December 31, 2016September 30, 2017 and $2,541$6,677 at June 30, 20162017 in PCI loans due to the accretion of discounts established in accordance with the acquisition method of accounting for business combinations.
At December 31, 2016, impaired loans with a recorded allowance increased $9,148 The June 30, 2017 balance in the preceding sentence was previously disclosed as $13,425. Based on further review, this amount was determined to be an error and was corrected during the six monthsquarter ended December 31, 2016 primarily due toSeptember 30, 2017. The error had no effect on the change in methodology of measuring impairment during the first quarter of 2017 from the collateral method to the present value of future cash flows method to better reflect the anticipated repayments of these loans.Company’s audited financial statements or other disclosures.
The table above includes $21,475$18,765 and $19,762,$22,023, of impaired loans that were not individually evaluated at December 31, 2016September 30, 2017 and June 30, 2016,2017, respectively, because these loans did not meet the Company's threshold for individual impairment evaluation. The recorded allowance above includes $640$42 and $164$41 related to these loans that were not individually evaluated at December 31, 2016September 30, 2017 and June 30, 2016,2017, respectively.

20

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

The Company's average recorded investment in impaired loans and interest income recognized on impaired loans for the three and six months ended December 31,September 30, 2017 and 2016 and 2015 was as follows:
 Three Months Ended
 December 31, 2016 December 31, 2015
 
Average
Recorded
Investment
 
Interest
Income
Recognized
 
Average
Recorded
Investment
 
Interest
Income
Recognized
Retail consumer loans:       
One-to-four family$26,673
 $283
 $29,765
 $382
HELOCs - originated2,544
 33
 3,485
 50
Construction and land/lots1,594
 38
 1,940
 38
Indirect auto finance134
 1
 7
 
Consumer32
 5
 80
 6
Commercial loans: 
  
  
  
Commercial real estate7,673
 63
 8,919
 40
Construction and development2,530
 31
 3,594
 20
Commercial and industrial3,372
 22
 4,019
 29
Municipal leases408
 
 428
 14
Total loans$44,960
 $476
 $52,237
 $579
Six Months EndedThree Months Ended
December 31, 2016 December 31, 2015September 30, 2017 September 30, 2016
Average
Recorded
Investment
 
Interest
Income
Recognized
 
Average
Recorded
Investment
 
Interest
Income
Recognized
Average
Recorded
Investment
 
Interest
Income
Recognized
 
Average
Recorded
Investment
 
Interest
Income
Recognized
Retail consumer loans:              
One-to-four family$26,356
 $585
 $29,869
 $782
$25,002
 $294
 $25,992
 $326
HELOCs - originated2,755
 65
 3,942
 100
2,851
 35
 2,909
 46
HELOCs - purchased192
 4
 
 
Construction and land/lots1,548
 75
 2,033
 67
1,673
 28
 1,402
 32
Indirect auto finance96
 3
 3
 
90
 2
 56
 1
Consumer29
 10
 66
 15
39
 4
 24
 5
Commercial loans: 
  
  
  
 
  
  
  
Commercial real estate7,326
 130
 12,121
 73
7,574
 75
 6,831
 69
Construction and development2,530
 49
 4,947
 40
2,654
 15
 2,371
 13
Commercial and industrial3,624
 58
 3,463
 61
2,067
 20
 3,869
 45
Municipal leases412
 12
 413
 24
253
 
 414
 12
Total loans$44,676
 $987
 $56,857
 $1,162
$42,395
 $477
 $43,868
 $549
A summary of changes in the accretable yield for PCI loans for the three and six months ended December 31,September 30, 2017 and 2016 and 2015 was as follows:
 Three Months Ended
 December 31, 2016 December 31, 2015
Accretable yield, beginning of period$8,339
 $9,763
Reclass from nonaccretable yield (1)
185
 236
Other changes, net (2)
(282) 1,191
Interest income(723) (1,226)
Accretable yield, end of period$7,519
 $9,964
HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)

Six Months EndedThree Months Ended
December 31, 2016 December 31, 2015September 30, 2017 September 30, 2016
Accretable yield, beginning of period$9,532
 $11,096
$7,080
 $9,532
Reclass from nonaccretable yield (1)
1,072
 602
200
 887
Other changes, net (2)
(741) 1,080
27
 (459)
Interest income(2,344) (2,814)(610) (1,621)
Accretable yield, end of period$7,519
 $9,964
$6,697
 $8,339

(1)Represents changes attributable to expected losses assumptions.
(2)Represents changes in cash flows expected to be collected due to the impact of modifications, changes in prepayment assumptions, and changes in interest rates.
For the three and six months ended December 31, 2016 and 2015, the following table presents a breakdown of the types of concessions made on TDRs by loan class:
21
 Three Months Ended December 31, 2016 Three Months Ended December 31, 2015
 
Number
of
Loans
 
Pre
Modification
Outstanding
Recorded
Investment
 
Post
Modification
Outstanding
Recorded
Investment
 
Number
of
Loans
 
Pre
Modification
Outstanding
Recorded
Investment
 
Post
Modification
Outstanding
Recorded
Investment
Below market interest rate:           
Retail consumer:           
One-to-four family
 $
 $
 2
 $108
 $110
Total
 $
 $
 2
 $108
 $110
Extended term: 
  
  
  
  
  
Retail consumer: 
  
  
  
  
  
One-to-four family1
 $20
 $20
 4
 $92
 $101
Construction and land/lots1
 280
 280
 
 
 
Total2
 $300
 $300
 4
 $92
 $101
Other TDRs: 
  
  
  
  
  
Retail consumer: 
  
  
  
  
  
One-to-four family5
 $168
 $171
 10
 $1,430
 $1,420
Construction and land/lots2
 254
 251
 
 
 
Commercial:           
Commercial real estate
 
 
 1
 457
 447
Construction and development
 
 
 1
 250
 253
Commercial & Industrial1
 24
 24
 2
 1,347
 1,351
Total8
 $446
 $446
 14
 $3,484
 $3,471
Total10
 $746
 $746
 20
 $3,684
 $3,682

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

For the three months ended September 30, 2017 and 2016, the following table presents a breakdown of the types of concessions made on TDRs by loan class:
Six Months Ended December 31, 2016 Six Months Ended December 31, 2015Three Months Ended September 30, 2017 Three Months Ended September 30, 2016
Number
of
Loans
 
Pre
Modification
Outstanding
Recorded
Investment
 
Post
Modification
Outstanding
Recorded
Investment
 
Number
of
Loans
 
Pre
Modification Outstanding Recorded
Investment
 
Post
Modification
Outstanding
Recorded
Investment
Number
of
Loans
 
Pre
Modification
Outstanding
Recorded
Investment
 
Post
Modification
Outstanding
Recorded
Investment
 
Number
of
Loans
 
Pre
Modification Outstanding Recorded
Investment
 
Post
Modification
Outstanding
Recorded
Investment
Below market interest rate:           
Retail consumer:           
One-to-four family
 $
 $
 2
 $108
 $110
Total
 $
 $
 2
 $108
 $110
Extended term: 
  
  
  
  
  
 
  
  
  
  
  
Retail consumer: 
  
  
  
  
  
 
  
  
  
  
  
One-to-four family3
 $139
 $137
 4
 $92
 $101

 $
 $
 2
 $119
 $119
HELOCs - originated
 
 
 1
 14
 13
Construction and land/lots1
 280
 280
      
Total4
 $419
 $417
 5
 $106
 $114

 $
 $
 2
 $119
 $119
Other TDRs: 
  
  
  
  
  
 
  
  
  
  
  
Retail consumer: 
  
  
  
  
  
 
  
  
  
  
  
One-to-four family8
 $273
 $275
 16
 $2,167
 $1,969
10
 $1,514
 $1,514
 3
 $105
 $105
HELOCs - originated1
 3
 3
 
 
 

 
 
 1
 3
 3
Construction and land/lots2
 254
 251
 
 
 
Commercial:           
Commercial real estate
 
 
 1
 457
 447
Construction and development
 
 
 1
 250
 253
Commercial and industrial1
 24
 24
 2
 1,347
 1,351
Total12
 $554
 $553
 20
 $4,221
 $4,020
10
 $1,514
 $1,514
 4
 $108
 $108
Total16
 $973
 $970
 27
 $4,435
 $4,244
10
 $1,514
 $1,514
 6
 $227
 $227
HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)

The following table presents loans that were modified as TDRs within the previous 12 months and for which there was a payment default during the three and six months ended December 31, 2016September 30, 2017 and 2015:2016:
        
 Three Months Ended December 31, 2016 Three Months Ended December 31, 2015
 
Number of
Loans
 
Recorded
Investment
 
Number of
Loans
 
Recorded
Investment
Below market interest rate:       
Retail consumer:       
One-to-four family
 $
 1
 $6
Total
 $
 1
 $6
Extended payment terms:       
Retail consumer:       
One-to-four family
 $
 1
 $31
Total
 $
 1
 $31
Other TDRs: 
  
  
  
Retail consumer: 
  
  
  
One-to-four family
 $
 3
 $330
HELOCs - originated
 
 2
 16
Consumer
 
 1
 1
Commercial:       
Commercial and industrial4
 1,277
 
 
Total4
 $1,277
 6
 $347
Total4
 $1,277
 8
 $384
Six Months Ended December 31, 2016 Six Months Ended December 31, 2015Three Months Ended September 30, 2017 Three Months Ended September 30, 2016
Number of
Loans
 
Recorded
Investment
 
Number of
Loans
 
Recorded
Investment
Number of
Loans
 
Recorded
Investment
 
Number of
Loans
 
Recorded
Investment
Below market interest rate:       
Retail consumer:       
One-to-four family
 $
 1
 $6
Total
 $
 1
 $6
Extended payment terms:

 

 

 



 

 

 

Retail consumer:              
One-to-four family
 $
 1
 $31

 $
 1
 $39
Total
 $
 1
 $31

 $
 1
 $39
Other TDRs: 
  
  
  
 
  
  
  
Retail consumer: 
  
  
  
 
  
  
  
One-to-four family
 $
 3
 $330
3
 $372
 3
 $57
HELOCs - originated
 
 2
 16
Consumer
 
 1
 1
Commercial:              
Commercial real estate1
 672
 
 
Construction and development
 
 2
 371
Commercial and industrial4
 1,277
 
 

 
 3
 970
Total4
 $1,277
 6
 $347
4
 $1,044
 8
 $1,398
Total4
 $1,277
 8
 $384
4
 $1,044
 9
 $1,437
Other TDRs include TDRs that have a below market interest rate and extended payment terms. The Company does not typically forgive principal when restructuring troubled debt.
In the determination of the allowance for loan losses, management considers TDRs for all loan classes, and the subsequent nonperformance in accordance with their modified terms, by measuring impairment based on either the value of the loan's expected future cash flows discounted at the loan's original effective interest rate or on the collateral value, net of the estimated costs of disposal, if the loan is collateral dependent.

22

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

6.Real Estate Owned
The activity within REO for the periods shown is as follows:
Three Months Ended December 31, Six Months Ended December 31,Three Months Ended September 30,
2016 2015 2016 20152017 2016
Balance at beginning of period5,715
 6,634
 $5,956
 $7,024
$6,318
 $5,956
Transfers from loans1,025
 1,139
 1,330
 1,367
252
 305
Sales, net of loss(1,005) (967) (1,551) (1,579)(647) (546)
Writedowns(87) (93) (87) (99)
Capital improvements18
 
Balance at end of period5,648
 6,713
 $5,648
 $6,713
$5,941
 $5,715
At December 31, 2016September 30, 2017 and June 30, 2016,2017, the Bank had $1,984$1,223 and $824$1,015 respectively, of foreclosed residential real estate property in REO. The recorded investment in consumer mortgage loans collateralized by residential real estate in the process of foreclosure totaled $1,219$2,206 and $1,681 for December 31, 2016$2,230 at September 30, 2017 and June 30, 2016,2017, respectively.
7.Net Income per Share
Per the provisions of FASB ASC 260, Earnings Per Share, nonvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are participating securities and are included in the computation of earnings per share pursuant to the two-class method. The two-class method is an earnings allocation formula that determines earnings per share ("EPS") for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. ESOP shares are considered outstanding for basic and diluted earnings per share when the shares are committed to be released. Certain of the Company’s nonvested restricted stock awards qualify as participating securities.
Net income is allocated between the common stock and participating securities pursuant to the two-class method, based on their rights to receive dividends, participate in earnings, or absorb losses.  Basic earnings per common share is computed by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding during the period, excluding participating nonvested restricted shares.
The following is a reconciliation of the numerator and denominator of basic and diluted net income per share of common stock:
Three Months Ended December 31, Six Months Ended December 31, Three Months Ended September 30,
2016 2015 2016 2015 2017 2016
Numerator:           
Net income available to common stockholders$2,983
 $2,449
 $6,807
 $5,013
Net income $5,567
 $3,824
Allocation of earnings to participating securities (57) (55)
Numerator for basic EPS - Net income available to common stockholders $5,510
 $3,769
Effect of dilutive securities:    
Dilutive effect to participating securities 2
 1
Numerator for diluted EPS $5,512
 $3,770
Denominator: 
  
  
  
  
  
Weighted-average common shares outstanding - basic16,900,387
 17,479,150
 16,893,775
 17,778,568
 17,966,994
 17,208,682
Effect of dilutive shares656,200
 331,834
 596,900
 274,619
 649,458
 242,613
Weighted-average common shares outstanding - diluted17,556,587
 17,810,984
 17,490,675
 18,053,187
 18,616,452
 17,451,295
Net income per share - basic$0.17
 $0.14
 $0.39
 $0.28
 $0.31
 $0.22
Net income per share - diluted$0.17
 $0.14
 $0.39
 $0.28
 $0.30
 $0.22
Potential dilutive shares are excluded from the computation of earnings per share if their effect is anti-dilutive. There were no60,500 outstanding stock options that were anti-dilutive for the three months ended December 31, 2016September 30, 2017 and 2015, respectively. There were 46,500 and 10,000 outstanding stock options that were anti-dilutive for the sixthree months ended December 31, 2016 and 2015, respectively.September 30, 2016.
8.Equity Incentive Plan
The Company provides stock-based awards through the 2013 Omnibus Incentive Plan, which provides for awards of restricted stock, restricted stock units, stock options, stock appreciation rights and cash awards to directors, emeritus directors, officers, employees and advisory directors. The cost of equity-based awards under the 2013 Omnibus Incentive Plan generally is based on the fair value of the awards on their grant date for current directors, officers, and employees. The fair value of equity-based awards is updated quarterly for certain nonemployee emeritus directors and advisory directors. The maximum number of shares that may be utilized for awards under the plan is 2,962,400, including 2,116,000 for stock options and stock appreciation rights and 846,400 for awards of restricted stock and restricted stock units.

23

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

Shares of common stock issued under the 2013 Omnibus Incentive Plan may be authorized but unissued shares or repurchased shares. During fiscal 2013, the Company had repurchased the 846,400 shares available for awards of restricted stock and restricted stock units under the 2013 Omnibus Incentive Plan on the open market, for $13,297, at an average cost of $15.71 per share.
ShareThe table below presents share based compensation expense and the related totax benefit for stock options and restricted stock recognized for the three months ended December 31, 2016September 30, 2017 and 2015 was $2,053 and $849, respectively, before the tax related benefit of $698 and $288, respectively. Share based compensation expense related2016:
HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)

to stock options and restricted stock recognized for the six months ended December 31, 2016 and 2015 was $2,792 and $1,637, respectively, before the tax related benefit of $950 and $556, respectively.
  Three Months Ended September 30,
  2017 2016
Share based compensation expense $1,170
 $739
Tax benefit $421
 $274
The table below presents stock option activity for the sixthree months ended December 31, 2016September 30, 2017 and 2015:2016:
 Options Weighted-
average
exercise
price
 Remaining
contractual
life
(years)
 Aggregate
Intrinsic
Value
Options outstanding at June 30, 20161,529,300
 $14.50
 6.8
 $6,117
Exercised
 
 
 
Forfeited
 
 
 
Expired
 
 
 
Options outstanding at September 30, 20161,529,300
 $14.50
 6.5
 $6,117
Exercisable at September 30, 2016829,400
 $14.40
    
        
Options outstanding at June 30, 20171,470,043
 $15.22
 5.8
 $13,533
Exercised800
 14.37
 
 
Forfeited500
 17.35
 
 
Expired43,273
 23.82
 
 
Options outstanding at September 30, 20171,425,470
 $14.96
 5.7
 $15,316
Exercisable at September 30, 2017989,770
 $14.96
 5.4
 $11,155
Non-vested at September 30, 2017435,700
 $16.15
 5.2
 $4,161
 Options 
Weighted-
average
exercise
price
 
Remaining
contractual
life
(years)
 
Aggregate
Intrinsic
Value
Options outstanding at June 30, 20151,498,000
 $14.41
 7.7
 $3,519
Granted
 
 
 
Exercised2,200
 14.37
 
 
Forfeited12,600
 14.37
 
 
Expired
 
 
 
Options outstanding at December 31, 20151,483,200
 $14.41
 7.2
 $8,660
Exercisable at December 31, 2015546,350
 $14.39
    
        
Options outstanding at June 30, 20161,529,300
 $14.50
 6.8
 $6,117
Granted
 
 
 
Exercised
 
 
 
Forfeited
 
 
 
Expired
 
 
 
Options outstanding at December 31, 20161,529,300
 $14.50
 6.3
 $17,433
Exercisable at December 31, 2016829,400
 $14.40
    
The fair value of each option is estimated on the date of grant using the Black-Scholes-Merton option pricing model. There were no options granted during the three and six months ended December 31, 2016 and 2015. The weighted average fair value of options granted in fiscal year 2015 was $3.59. Assumptions used for grants were as follows:

Assumptions in Estimating Option Values
 2017 2016 2015
Weighted-average volatility% % 18.90%
Expected dividend yield% % %
Risk-free interest rate% % 1.56%
Expected life (years)0.0
 0.0
 6.0
At December 31, 2016,September 30, 2017, the Company had $2,444$1,185 of unrecognized compensation expense related to 1,529,300435,700 stock options scheduled to vest over five- and seven-year vesting periods.  The weighted average period over which compensation cost related to non-vested awards expected to be recognized was 0.91.0 years at December 31, 2016.September 30, 2017. At December 31, 2015,September 30, 2016, the Company had $2,885$2,073 of unrecognized compensation expense related to 1,483,200699,900 stock options scheduled to vest over five- and seven-year vesting periods. The weighted average period over which compensation cost related to non-vested awards expected to be recognized was 1.31.1 years at December 31, 2015.
HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)

September 30, 2016.
The table below presents restricted stock award activity for the sixthree months ended December 31, 2016September 30, 2017 and 2015:2016:
Restricted
stock awards
 
Weighted-
average grant
date fair value
 
Aggregate
Intrinsic
Value
Non-vested at June 30, 2015310,470
 $14.40
 $5,203
Granted
 
 
Vested
 
 
Forfeited2,250
 14.37
 
Non-vested at December 31, 2015308,220
 $14.40
 $6,241
     
Restricted
stock awards
 
Weighted-
average grant
date fair value
 
Aggregate
Intrinsic
Value
Non-vested at June 30, 2016248,750
 $14.81
 $4,602
248,750
 $14.81
 $4,602
Granted2,000
 19.02
 
400
 19.02
 
Vested
 
 

 
 
Forfeited
 
 
Non-vested at December 31, 2016250,750
 $14.84
 $6,494
Non-vested at September 30, 2016249,150
 $14.84
 $4,609
     
Non-vested at June 30, 2017185,630
 $17.46
 $3,419
Granted
 
 
Vested400
 19.02
 
Non-vested at September 30, 2017185,230
 $17.46
 $4,760
At December 31, 2016,September 30, 2017, unrecognized compensation expense was $2,230$2,065 related to 250,750 shares of restricted stock scheduled to vest over five- and seven-year vesting periods. The weighted average period over which compensation cost related to non-vested awards is expected to be recognized was 1.0 years at December 31, 2016. At December 31, 2015, unrecognized compensation expense was $3,098 related to 308,220185,230 shares of restricted stock scheduled to vest over five- and seven-year vesting periods. The weighted average period over which compensation cost related to non-vested awards is expected to be recognized was 1.3 years at December 31, 2015.September 30, 2017. At September 30, 2016, unrecognized compensation expense was $3,580 related to 249,150

24

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

shares of restricted stock scheduled to vest over five- and seven-year vesting periods. The weighted average period over which compensation cost related to non-vested awards is expected to be recognized was 1.2 years at September 30, 2016.
9.Commitments and Contingencies
Loan Commitments – Legally binding commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. In the normal course of business, there are various outstanding commitments to extend credit that are not reflected in the consolidated financial statements. At December 31, 2016September 30, 2017 and June 30, 2016,2017, respectively, loan commitments (excluding $123,871$180,794 and $125,157$158,380 of undisbursed portions of construction loans) totaled $51,791$51,528 and $39,609$43,730 of which $28,612$22,909 and $9,932$21,221 were variable rate commitments and $23,179$28,619 and $29,677$22,509 were fixed rate commitments. The fixed rate loans had interest rates ranging from 2.24%1.71% to 5.33%7.25% at December 31, 2016September 30, 2017 and 2.02%1.95% to 7.99%6.25% at June 30, 2016,2017, and terms ranging from three to 30 years. Pre-approved but unused lines of credit (principally second mortgage home equity loans and overdraft protection loans) totaled $347,718$449,261 and $340,397$414,373 at December 31, 2016September 30, 2017 and June 30, 2016,2017, respectively. These amounts represent the Company's exposure to credit risk, and in the opinion of management have no more than the normal lending risk that the Company commits to its borrowers. The Company has two types of commitments related to loans held for sale: rate lock commitments and forward loan commitments. Rate lock commitments are commitments to extend credit to a customer that has an interest rate lock and are considered derivative instruments. The rate lock commitments do not qualify for hedge accounting. In order to mitigate the risk from interest rate fluctuations, we enter into forward loan sale commitments on a “best efforts” basis, which do not meet the definition of a derivative instrument. The fair value of these commitments was not material at December 31, 2016September 30, 2017 or June 30, 2016.2017.
The Company grants construction and permanent loans collateralized primarily by residential and commercial real estate to customers throughout its primary market area. In addition, the Company grants municipal leases to customers throughout North and South Carolina. The Company's loan portfolio can be affected by the general economic conditions within these market areas.  Management believes that the Company has no concentration of credit in the loan portfolio.
Restrictions on Cash – The Bank is required by regulation to maintain a varying cash reserve balance with the Federal Reserve System. The daily average calculated cash reserve required as of December 31, 2016September 30, 2017 and June 30, 20162017 was $2,150,$1,109, and $2,346,$2,152, respectively, which was satisfied by vault cash and balances held at the FRB.
Guarantees – Standby letters of credit obligate the Company to meet certain financial obligations of its customers, if, under the contractual terms of the agreement, the customers are unable to do so. The financial standby letters of credit issued by the Company are irrevocable and payment is only guaranteed upon the borrower's failure to perform its obligations to the beneficiary. Total commitments under standby letters of credit as of December 31, 2016September 30, 2017 and June 30, 20162017 were $2,094$7,054 and $2,326,$5,164, respectively. There was no liability recorded for these letters of credit at December 31, 2016September 30, 2017 or June 30, 2016,2017, respectively.
Litigation The Company is involved in several litigation matters in the ordinary course of business. These proceedings and the associated legal claims are often contested and the outcome of individual matters is not always predictable. These claims and counter claims typically arise during the course of collection efforts on problem loans or with respect to actions to enforce liens on properties in which the Company holds a security interest. The Company is not a party to any pending legal proceedings that management believes would have a material adverse effect on the Company’s financial condition or results of operations.
HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)

10.Fair Value of Financial Instruments
The Company utilizes fair value measurements to record fair value adjustments to certain assets and to determine fair value disclosures. Securities available for sale are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as impaired loans. These nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.
Fair Value Hierarchy
The Company groups assets at fair value in three levels, based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value. These levels are:
Level 1:Valuation is based upon quoted prices for identical instruments traded in active markets.
Level 2:Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
Level 3:Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

25

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

Following is a description of valuation methodologies used for assets recorded at fair value. The Company does not have any liabilities recorded at fair value.
Investment Securities Available for Sale
Securities available for sale are valued on a recurring basis at quoted market prices where available. If quoted market prices are not available, fair values are based on quoted prices of comparable securities. Level 2 securities include mortgage-backed securities and debentures issued by government sponsored enterprises, municipal bonds, and corporate debt securities. The Company has no Level 3 securities include one community bank corporate bond that is thinly traded. The community bank corporate bond was acquired as part of a bank acquisition and is carried at book value, which approximates fair value. Because the bond is thinly traded we rely on public information to review the overall financial condition and capital level of the community bank.securities.
Loans
The Company does not record loans at fair value on a recurring basis. From time to time, however, a loan is considered impaired and an allowance for loan losses is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, the fair value is estimated using one of several methods, including collateral value, market value of similar debt, enterprise value, liquidation value and discounted cash flows. The Company reviews all impaired loans each quarter to determine if an allowance is necessary. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans.
The fair value of impaired loans is estimated in one of two ways, which include collateral value and discounted cash flows. Loans are considered collateral dependent if repayment is expected solely from the collateral. For these collateral dependent impaired loans, the Company obtains updated appraisals at least annually. These appraisals are reviewed for appropriateness and then discounted for estimated closing costs to determine if an allowance is necessary. As part of the quarterly review of impaired loans, the Company reviews these appraisals to determine if any additional discounts to the fair value are necessary. If a current appraisal is not obtained, the Company determines whether a discount is needed to the value from the original appraisal based on the decline in value of similar properties with recent appraisals. For loans that are not collateral dependent, estimated fair value is based on the present value of expected future cash flows using the interest rate implicit in the original agreement. Impaired loans where a charge-off has occurred or an allowance is established during the period being reported require classification in the fair value hierarchy. The Company records such impaired loans as a nonrecurring Level 3 in the fair value hierarchy. 
Loans Held for Sale
Loans held for sale are adjusted to lower of cost or fair value.  Fair value is based upon investor pricing. The Company considers all loans held for sale carried at fair value as nonrecurring Level 3.
Real Estate Owned
REO is considered held for sale and is adjusted to fair value less estimated selling costs upon transfer of the loan to foreclosed assets.  Fair value is based upon independent market prices, appraised value of the collateral or management's estimation of the value of the collateral. The Company considers all REO that has been charged off or received an allowance during the period as nonrecurring Level 3.
HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)

Financial Assets Recorded at Fair Value on a Recurring Basis
The following table presents financial assets measured at fair value on a recurring basis at the dates indicated:
December 31, 2016September 30, 2017
DescriptionTotal Level 1 Level 2 Level 3Total Level 1 Level 2 Level 3
U.S Government Agencies$72,687
 $
 $72,687
 $
$55,875
 $
 $55,875
 $
Residential Mortgage-backed Securities of U.S. Government Agencies and Government Sponsored Enterprises82,282
 
 82,282
 
87,084
 
 87,084
 
Municipal Bonds18,325
 
 18,325
 
32,723
 
 32,723
 
Corporate Bonds7,692
 
 6,692
 1,000
6,308
 
 6,308
 
Equity Securities63
 
 63
 
63
 
 63
 
Total$181,049
 $
 $180,049
 $1,000
$182,053
 $
 $182,053
 $
June 30, 2016June 30, 2017
DescriptionTotal Level 1 Level 2 Level 3Total Level 1 Level 2 Level 3
U.S Government Agencies$77,980
 $
 $77,980
 $
$65,830
 $
 $65,830
 $
Residential Mortgage-backed Securities of U.S. Government Agencies and Government Sponsored Enterprises97,408
 
 97,408
 
92,971
 
 92,971
 
Municipal Bonds17,234
 
 17,234
 
34,510
 
 34,510
 
Corporate Bonds7,967
 
 6,967
 1,000
6,293
 
 6,293
 
Equity Securities63
 
 63
 
63
 
 63
 
Total$200,652
 $
 $199,652
 $1,000
$199,667
 $
 $199,667
 $
There were no transfers between levels during the three or six months ended December 31, 2016.September 30, 2017.
The following table presents financial assets measured at fair value on a non-recurring basis at the dates indicated:
26
 December 31, 2016
DescriptionTotal Level 1 Level 2 Level 3
Impaired loans$7,350
 $
 $
 $7,350
REO690
 
 
 690
Total$8,040
 $
 $
 $8,040
 June 30, 2016
DescriptionTotal Level 1 Level 2 Level 3
Impaired loans$4,239
 $
 $
 $4,239
REO1,117
 
 
 1,117
Total$5,356
 $
 $
 $5,356
Quantitative information about Level 3 fair value measurements during the period ended December 31, 2016 is shown in the table below:
 Fair Value at December 31, 2016 
Valuation
Techniques
 
Unobservable
Input
 Range 
Weighted
Average
Nonrecurring measurements:         
Impaired loans, net$7,350
 Discounted appraisals and discounted cash flows Collateral discounts and discount spread 1% - 13% 3%
REO$690
 Discounted appraisals Collateral discounts 10% - 20% 12%

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

The following table presents financial assets measured at fair value on a non-recurring basis at the dates indicated:
 September 30, 2017
DescriptionTotal Level 1 Level 2 Level 3
Impaired loans$8,566
 $
 $
 $8,566
REO145
 
 
 145
Total$8,711
 $
 $
 $8,711
 June 30, 2017
DescriptionTotal Level 1 Level 2 Level 3
Impaired loans$9,156
 $
 $
 $9,156
REO4,044
 
 
 4,044
Total$13,200
 $
 $
 $13,200
Quantitative information about Level 3 fair value measurements during the period ended September 30, 2017 is shown in the table below:
 Fair Value at September 30, 2017 
Valuation
Techniques
 
Unobservable
Input
 Range 
Weighted
Average
Nonrecurring measurements:         
Impaired loans, net$8,566
 Discounted appraisals and discounted cash flows Collateral discounts
and discount spread
 3% - 18%

1% - 4%
 4%
REO$145
 Discounted appraisals Collateral discounts 15% - 20% 19%
The stated carrying value and estimated fair value amounts of financial instruments as of December 31, 2016September 30, 2017 and June 30, 2016,2017, are summarized below:
December 31, 2016September 30, 2017
Carrying
Value
 
Fair
Value
 Level 1 Level 2 Level 3
Carrying
Value
 
Fair
Value
 Level 1 Level 2 Level 3
Cash and interest-bearing deposits$45,149
 $45,149
 $45,149
 $
 $
$78,971
 $78,971
 $78,971
 $
 $
Commercial paper179,939
 179,939
 179,939
 
 
199,774
 199,774
 199,774
 
 
Certificates of deposit in other banks150,147
 150,147
 
 150,147
 
110,454
 110,454
 
 110,454
 
Securities available for sale181,049
 181,049
 
 180,049
 1,000
182,053
 182,053
 
 182,053
 $
Loans, net1,934,618
 1,849,875
 
 
 1,849,875
2,372,758
 2,273,499
 
 
 2,273,499
Loans held for sale4,998
 5,078
 
 
 5,078
7,793
 7,949
 
 
 7,949
FHLB stock26,152
 26,152
 26,152
 
 
31,361
 31,361
 31,361
 
 
FRB stock6,189
 6,189
 6,189
 
 
7,290
 7,290
 7,290
 
 
Accrued interest receivable7,792
 7,792
 
 1,096
 6,696
9,340
 9,340
 
 1,540
 7,800
Noninterest-bearing and NOW deposits658,015
 658,015
 
 658,015
 
769,136
 769,136
 
 769,136
 
Money market accounts520,138
 520,138
 
 520,138
 
642,351
 642,351
 
 642,351
 
Savings accounts210,283
 210,283
 
 210,283
 
230,944
 230,944
 
 230,944
 
Certificates of deposit397,729
 395,388
 
 395,388
 
457,879
 454,330
 
 454,330
 
Borrowings560,000
 560,000
 
 560,000
 
679,800
 679,800
 
 679,800
 
Accrued interest payable206
 206
 
 206
 
447
 447
 
 447
 

27

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

June 30, 2016June 30, 2017
Carrying
Value
 
Fair
Value
 Level 1 Level 2 Level 3
Carrying
Value
 
Fair
Value
 Level 1 Level 2 Level 3
Cash and interest-bearing deposits$52,596
 $52,596
 $52,596
 $
 $
$86,985
 $86,985
 $86,985
 $
 $
Commercial paper229,859
 229,859
 229,859
 
 
149,863
 149,863
 149,863
 
 
Certificates of deposit in other banks161,512
 161,512
 
 161,512
 
132,274
 132,274
 
 132,274
 
Securities available for sale200,652
 200,652
 
 199,652
 1,000
199,667
 199,667
 
 199,667
 
Loans, net1,811,539
 1,761,926
 
 
 1,761,926
2,330,319
 2,230,683
 
 
 2,230,683
Loans held for sale5,783
 5,876
 
 
 5,876
5,607
 5,719
 
 
 5,719
FHLB stock23,304
 23,304
 23,304
 
 
32,071
 32,071
 32,071
 
 
FRB stock6,182
 6,182
 6,182
 
 
7,284
 7,284
 7,284
 
 
Accrued interest receivable7,405
 7,405
 
 1,106
 6,299
8,758
 8,758
 331
 1,078
 7,349
Noninterest-bearing and NOW deposits628,910
 628,910
 
 628,910
 
779,549
 779,549
 
 779,549
 
Money market accounts520,320
 520,320
 
 520,320
 
569,607
 569,607
 
 569,607
 
Savings accounts210,817
 210,817
 
 210,817
 
237,149
 237,149
 
 237,149
 
Certificates of deposit442,649
 442,203
 
 442,203
 
462,146
 458,818
 
 458,818
 
Borrowings491,000
 491,000
 
 491,000
 
696,500
 696,500
 
 696,500
 
Accrued interest payable246
 246
 
 246
 
512
 512
 
 512
 
The Company had off-balance sheet financial commitments, which included approximately $523,380$681,583 and $505,163$616,483 of commitments to originate loans, undisbursed portions of interim construction loans, and unused lines of credit at December 31, 2016September 30, 2017 and June 30, 2016,2017, respectively (see Note 9)10). Since these commitments are based on current rates, the carrying amount approximates the fair value.
Estimated fair values were determined using the following methods and assumptions:
Cash and interest-bearing deposits – The stated amounts approximate fair values as maturities are less than 90 days.
Commercial paper - The stated amounts approximate fair value due to the short-term nature of these investments.
Certificates of deposit in other banks – The stated amounts approximate fair values.
Securities available for sale – Fair values are based on quoted market prices where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments. The Company has one $1.0 million community bank corporate bond that is not actively traded and considered a level three asset.
HOMETRUST BANCSHARES, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share data)

Loans held for sale – The fair value of loans held for sale is determined by outstanding commitments from investors on a "best efforts" basis or current investor yield requirements, calculated on the aggregate loan basis.
Loans, net – Fair values for loans are estimated by segregating the portfolio by type of loan and discounting scheduled cash flows using current market interest rates for loans with similar terms and credit quality.  A prepayment assumption is used as an estimate of the portion of loans that will be repaid prior to their scheduled maturity.  Both the carrying value and estimated fair value amounts are shown net of the allowance for loan losses and purchase discounts.
FHLB and FRB stock– No ready market exists for these stocks and they have no quoted market value. However, redemptions of these securities have historically been at par value. Accordingly, cost is deemed to be a reasonable estimate of fair value.
Deposits Fair values for demand deposits, money market accounts, and savings accounts are the amounts payable on demand as of December 31, 2016September 30, 2017 and June 30, 2016.2017. The fair value of certificates of deposit is estimated by discounting the contractual cash flows using current market interest rates for accounts with similar maturities.
Borrowings – The fair value of advances from the FHLB is estimated based on current rates for borrowings with similar terms.
Accrued interest receivable and payable – The stated amounts of accrued interest receivable and payable approximate the fair value.
Limitations – Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company's entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company's financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
Fair value estimates are based on existing on-and-off balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. For example, a significant asset not considered

28

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

a financial asset is premises and equipment. In addition, tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of the estimates.


Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain matters in this Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to our financial condition, results of operations, plans, objectives, future performance or business. Forward-looking statements are not statements of historical fact, are based on certain assumptions and are generally identified by use of the words "believes," "expects," "anticipates," "estimates," "forecasts," "intends," "plans," "targets," "potentially," "probably," "projects," "outlook" or similar expressions or future or conditional verbs such as "may," "will," "should," "would," and "could." Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, assumptions, and statements about future economic performance and projections of financial items. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from the results anticipated or implied by our forward-looking statements, including, but not limited to: expected cost savings, synergies and other financial benefits from our acquisition of TriSummit Bancorp, Inc. ("TriSummit") by HomeTrust ("Merger") might not be realized within the expected time frames or at all, and costs or difficulties relating to integration matters might be greater than expected; the credit risks of lending activities, including changes in the level and trend of loan delinquencies and write offs and changes in our allowance for loan losses and provision for loan losses that may be impacted by deterioration in the housing and commercial real estate markets; changes in general economic conditions, either nationally or in our market areas; changes in the levels of general interest rates, and the relative differences between short and long term interest rates, deposit interest rates, our net interest margin and funding sources; fluctuations in the demand for loans, the number of unsold homes, land and other properties and fluctuations in real estate values in our market areas; decreases in the secondary market for the sale of loans that we originate; results of examinations of us by the Board of Governors of the Federal Reserve System (“Federal Reserve”), the North Carolina Office of the Commissioner of Banks (“NCCOB”), or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our allowance for loan losses, write-down assets, change our regulatory capital position or affect our ability to borrow funds or maintain or increase deposits, which could adversely affect our liquidity and earnings; legislative or regulatory changes that adversely affect our business including the effect of Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), changes in regulatory policies and principles, or the interpretation of regulatory capital or other rules, including as a result of Basel III; our ability to attract and retain deposits; management's assumptions in determining the adequacy of the allowance for loan losses; our ability to control operating costs and expenses, especially costs associated with our operation as a public company; the use of estimates in determining fair value of certain assets, which estimates may prove to be incorrect and result in significant declines in valuation; difficulties in reducing risks associated with the loans on our balance sheet; staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our workforce and potential associated charges; computer systems on which we depend could fail or experience a security breach; our ability to retain key members of our senior management team; costs and effects of litigation, including settlements and judgments; our ability to successfully integrate any assets, liabilities, customers, systems, and management personnel we may in the future acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto; increased competitive pressures among financial services companies; changes in consumer spending, borrowing and savings habits; the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions; adverse changes in the securities markets; inability of key third-party providers to perform their obligations to us; statements with respect to our intentions regarding disclosure and other changes resulting from the Jumpstart Our Business Startups Act of 2012 ("JOBS Act"); changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies, the Public Company Accounting Oversight Board or the Financial Accounting Standards Board; and other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services; and the other risks detailed from time to time in our filings with the Securities and Exchange Commission ("SEC"), including our 20162017 Form 10-K.
Any of the forward-looking statements are based upon management's beliefs and assumptions at the time they are made.  We undertake no obligation to publicly update or revise any forward-looking statements included in this report or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this report might not occur and you should not put undue reliance on any forward-looking statements.
As used throughout this report, the terms "we", "our", "us", "HomeTrust Bancshares" or the "Company" refer to HomeTrust Bancshares, Inc. and its consolidated subsidiaries, including HomeTrust Bank (the "Bank") unless the context indicates otherwise.
Overview
HomeTrust Bancshares, Inc., a Maryland corporation, was organized in July 2012formed for the purpose of becoming the holding company offor HomeTrust Bank upon the Bank'sin connection with HomeTrust Bank’s conversion from a federal mutual to a federal stock savings bank ("Conversion"). The Conversionform, which was completed on July 10, 2012. On August 25, 2014, the Bank converted from a federal savings bank charter to a national bank charter and the Company became2012 (the “Conversion”). As a bank holding company. On December 31, 2015,company and financial holding company, HomeTrust Bancshares, Inc. is regulated by 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").Federal Reserve. As a North Carolina state-chartered bank, and member of the Federal Reserve System, the Bank's primary regulators are the NCCOB and the Federal Reserve. The Bank's deposits are federally insured up to applicable limits by the Federal Deposit Insurance Corporation ("FDIC").
HomeTrust Bancshares, Inc. The Bank is a bank holding company regulated bymember of the Federal Reserve. In connection with the recent charter change, the Company elected to be treated as a financial holding company,Home Loan Bank of Atlanta (“FHLB” or “FHLB of Atlanta”), which allows it flexibility to engage in some non-bank activities that are financial in nature. The Company has not engaged in any significant activity other than holding the stockis one of the Bank. Accordingly,12 regional banks in the information set forthFederal Home Loan Bank System (“FHLB System”). Our headquarters is located in this report, including financial statements and related data, relates primarily to the Bank and its subsidiary.


Asheville, North Carolina.
Our principal business consists of attracting deposits from the general public and investing those funds, along with borrowed funds, in loans secured by first and second mortgages on one-to-four family residences, including home equity loans and construction and land/lot loans, commercial real estate loans, construction and development loans, commercial and industrial loans, indirect automobile loans, and municipal leases. Municipal leases are secured primarily by a ground lease for a firehouse or an equipment lease for fire trucks and firefighting equipment to fire departments located throughout North and South Carolina. We also purchase investment securities consisting primarily of securities issued


by United States Government agencies and government-sponsored enterprises, as well as, commercial paper and certificates of deposit insured by the FDIC.
We offer a variety of deposit accounts for individuals, businesses, and nonprofit organizations. Deposits and borrowings are our primary source of funds for our lending and investing activities.
We are significantly affected by prevailing economic conditions, as well as, government policies and regulations concerning, among other things, monetary and fiscal affairs, housing and financial institutions. Deposit flows are influenced by a number of factors, including interest rates paid on competing time deposits, other investments, account maturities, and the overall level of personal income and savings. Lending activities are influenced by the demand for funds, the number and quality of lenders, and regional economic cycles.
Our primary source of pre-tax income is net interest income. Net interest income is the difference between interest income, which is the income that we earn on our loans and investments, and interest expense, which is the interest that we pay on our deposits and borrowings. Changes in levels of interest rates affect our net interest income. A secondary source of income is noninterest income, which includes revenue we receive from providing products and services, including service charges on deposit accounts, mortgage bankingloan income and fees, SBA lending fees, and gains and losses from sales of securities.
An offset to net interest income is the provision for loan losses which is required to establish the allowance for loan losses at a level that adequately provides for probable losses inherent in our loan portfolio. As a loan's risk rating improves, property values increase, or recoveries of amounts previously charged off are received, a recapture of previously recognized provision for loan losses may be added to net interest income.
Our noninterest expenses consist primarily of salaries and employee benefits, expenses for occupancy, marketing and computer services, and FDIC deposit insurance premiums. Salaries and benefits consist primarily of the salaries and wages paid to our employees, payroll taxes, expenses for retirement and other employee benefits. Occupancy expenses, which are the fixed and variable costs of buildings and equipment, consist primarily of lease payments, property taxes, depreciation charges, maintenance and costs of utilities.
In recent years, we have expanded our geographic footprint into fivesix additional markets through strategic acquisitions as well as twothree de novo commercial loan offices. Looking forward, we believe opportunities currently exist within our market areas to grow our franchise. We anticipate organic growth as the local economy and loan demand strengthens, through our marketing efforts and as a result of the opportunities being created as a result of the consolidation of financial institutions occurring in our market areas. We may also seek to expand our franchise through the selective acquisition of individual branches, loan purchases and, to a lesser degree, whole bank transactions that meet our investment and market objectives. We will continue to be disciplined as it pertains to future expansion focusing primarily on organic growth in our current market areas.
On January 1, 2017, the Company completed its acquisition of TriSummit pursuant to an Agreement and Plan of Merger, dated as of September 20, 2016, under which TriSummit merged with and into HomeTrust with HomeTrust as the surviving corporation in the Merger. Immediately following the Merger, TriSummit's wholly owned subsidiary bank, TriSummit Bank, merged with and into the Bank. Refer to Note 3 of our consolidated financial statements for more details on the Merger.
On August 1, 2017, the Company opened a commercial loan production office in Greensboro, North Carolina.
At December 31, 2016,September 30, 2017, we had 3943 locations in North Carolina (including the Asheville metropolitan area, the "Piedmont"Greensboro/"Piedmont" region, Charlotte, and a loan production office in Raleigh), Upstate South Carolina (Greenville), East Tennessee (including Kingsport/Johnson City,City/Bristol, Knoxville, and Morristown) and Southwest Virginia (including the Roanoke Valley).
Critical Accounting Policies and Estimates
Certain of our accounting policies are important to the portrayal of our financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Estimates associated with these policies are susceptible to material changes as a result of changes in facts and circumstances. Facts and circumstances which could affect these judgments include, but are not limited to, changes in interest rates, changes in the performance of the economy, and changes in the financial condition of borrowers. These policies relate to (i) the determination of the provision and the allowance for loan losses, (ii) business combinations and acquired loans, (iii) the valuation of REO, (iv) the valuation of goodwill and other intangible assets, and (v) the valuation of or recognition of deferred tax assets and liabilities. These policies and estimates are described in further detail in Part II, Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations and Note 1, Summary of Significant Accounting Policies with the 20162017 Form 10-K. There have not been any material changes in the Company's critical accounting policies and estimates during the sixthree months ended December 31, 2016September 30, 2017 as compared to the disclosure contained in the Company's 20162017 Form 10-K.
On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an "emerging growth company" we may delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We intend to take advantage of the benefits of this extended transition period, although we have not done so to date. Accordingly, our financial statements may not be comparable to companies that comply with such new or revised accounting standards or disclosures.
Reclassifications and corrections. To maintain consistency and comparability, certain amounts from prior periods have been reclassified to conform to current period presentation with no effect on net income or shareholders’ equity as previously reported.


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

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

Management has presented the non-GAAP financial measures in this discussion and analysis excluding merger-related expenses, certain state tax expense, and gain from the sale of premises because it believes excluding these items is more indicative of and provides useful and comparative information to assess trends in our core operations while facilitating comparison of the quality and composition of the Company’s earnings over time and in comparison to its competitors. However, these non-GAAP financial measures are supplemental, are not audited and are not a substitute for operating results or any analysis determined in accordance with GAAP. Where applicable, we have also presented comparable earnings information using GAAP financial measures. Because not all companies use the same calculations, our presentation may not be comparable to other similarly titled measures as calculated by other companies. See “Comparison of Results of Operations for the Three and Six Months Ended December 31, 2016September 30, 2017 and 2015”2016” for more detailed information about our financial performance.
Set forth below is a reconciliation to GAAP of tangible book value and tangible book value per share:
 As of
 As of September 30, June 30, September 30,
(Dollars in thousands, except per share data) December 31, June 30, December 31, 2017 2017 2016
 2016 2016 2015
Total stockholders' equity $367,776
 $359,976
 $361,195
 $405,499
 $397,647
 $364,401
Less: goodwill, core deposit intangibles, net of taxes (16,795) (17,169) (18,044) 29,704
 30,157
 16,759
Tangible book value(1) $350,981
 $342,807
 $343,151
 $375,795
 $367,490
 $347,642
Common shares outstanding 18,000,750
 17,998,750
 18,576,972
 18,968,675
 18,967,875
 17,999,150
Tangible book value per share(1)
 $19.50
 $19.05
 $18.47
 $19.81
 $19.37
 $19.31
Book value per share $20.43
 $20.00
 $19.44
 $21.38
 $20.96
 $20.25

(1)    Tangible book value is equal to total stockholders' equity less goodwill and core deposit intangibles, net of related deferred tax liabilities.
(1)Tangible book value is equal to total stockholders' equity less goodwill and core deposit intangibles, net of related deferred tax liabilities.

Set forth below is a reconciliation to GAAP of tangible equity to tangible assets:
 As of
 As of September 30, June 30, September 30,
(Dollars in thousands) December 31, June 30, December 31, 2017 2017 2016
 2016 2016 2015
Tangible book value(1)
 $350,981
 $342,807
 $343,151
 $375,795
 $367,490
 $347,642
Total assets 2,774,240
 2,717,677
 2,728,552
 3,249,998
 3,206,533
 2,754,109
Less: goodwill, core deposit intangibles, net of taxes (16,795) (17,169) (18,044) 29,704
 30,157
 16,759
Total tangible assets(2)
 $2,757,445
 $2,700,508
 $2,710,508
 $3,220,294
 $3,176,376
 $2,737,350
Tangible equity to tangible assets 12.73% 12.69% 12.66% 11.67% 11.57% 12.70%

(1)    Tangible book value is equal to total stockholders' equity less goodwill and core deposit intangibles, net of related deferred tax liabilities.
(2)    Total tangible assets is equal to total assets less goodwill and core deposit intangibles, net of related deferred tax liabilities.
(1)Tangible equity (or tangible book value) is equal to total stockholders' equity less goodwill and core deposit intangibles, net of related deferred tax liabilities.
(2)Total tangible assets is equal to total assets less goodwill and core deposit intangibles, net of related deferred tax liabilities.





Set forth below is a reconciliation to GAAP of net interest income and net interest margin as adjusted to exclude additional FHLB borrowings and proceeds from such borrowings:
 Three Months Ended December 31,
 2016 2015
 Average Balance Outstanding Interest Earned / Paid Yield/ Rate Average Balance Outstanding Interest Earned / Paid Yield/ Rate
Interest-earning assets (1)
$2,521,311
 $22,636
 3.59 % $2,491,448
 $22,197
 3.56 %
Less: Interest-earning assets funded by additional FHLB borrowings (2)
340,000
 908
 1.07 % 402,000
 749
 0.74 %
Interest-earning assets - adjusted$2,181,311
 $21,728
 3.98 % $2,089,448
 $21,448
 4.11 %
            
Interest-bearing liabilities$2,088,325
 $1,648
 0.31 % $2,091,744
 $1,416
 0.27 %
Additional FHLB borrowings340,000
 378
 0.44 % 402,000
 229
 0.23 %
Interest-bearing liabilities - adjusted$1,748,325
 $1,270
 0.29 % $1,689,744
 $1,187
 0.28 %
            
Tax equivalent net interest income and net interest margin  $20,988
 3.33 %   $20,781
 3.34 %
Tax equivalent net interest income and net interest margin - adjusted  20,458
 3.75 %   20,261
 3.88 %
Difference  $530
 (0.42)%   $520
 (0.54)%
Six Months Ended December 31,Three Months Ended September 30,
2016 20152017 2016
Average Balance Outstanding Interest Earned / Paid Yield/ Rate Average Balance Outstanding Interest Earned / Paid Yield/ Rate
(Dollars in thousands)Average Balance Outstanding Interest Earned / Paid Yield/ Rate Average Balance Outstanding Interest Earned / Paid Yield/ Rate
Interest-earning assets (1)
$2,524,362
 $46,017
 3.65 % $2,503,608
 $44,852
 3.58 %$2,919,016
 $28,445
 3.90 % $2,527,413
 $23,381
 3.70 %
Less: Interest-earning assets funded by additional FHLB borrowings (2)
367,500
 1,907
 1.04 % 424,000
 1,413
 0.67 %245,000
 967
 1.58 % 395,000
 999
 1.01 %
Interest-earning assets - adjusted$2,156,862
 $44,110
 4.20 % $2,079,608
 $43,439
 4.18 %$2,674,016
 $27,477
 4.11 % $2,132,413
 $22,382
 4.20 %
                      
Interest-bearing liabilities$2,093,127
 $3,302
 0.31 % $2,104,725
 $2,854
 0.27 %$2,419,059
 $3,315
 0.55 % $2,097,932
 $1,654
 0.31 %
Additional FHLB borrowings367,500
 788
 0.43 % 424,000
 461
 0.22 %
Less: Additional FHLB borrowings245,000
 722
 1.18 % 395,000
 410
 0.42 %
Interest-bearing liabilities - adjusted$1,725,627
 $2,514
 0.29 % $1,680,725
 $2,393
 0.28 %$2,174,059
 $2,593
 0.48 % $1,702,932
 $1,244
 0.29 %
                      
Tax equivalent net interest income and net interest margin  $42,715
 3.38 %   $41,998
 3.35 %  $25,129
 3.44 %   $21,727
 3.44 %
Tax equivalent net interest income and net interest margin - adjusted  41,596
 3.86 %   41,046
 3.95 %  24,884
 3.72 %   21,138
 3.97 %
Difference  $1,119
 (0.48)%   $952
 (0.60)%  $245
 (0.28)%   $589
 (0.53)%

(1)Interest income used in the average interest/earned and yield calculation includes the tax equivalent adjustment of $573,000$548 and $631,000$590 for the three months ended December 31,September 30, 2017 and 2016, and 2015, respectively, calculated based on a federal tax rate of 34%. Interest income used in the average interest/earned and yield calculation includes the tax equivalent adjustment of $1,163,000 and $1,277,000 for the six months ended December 31, 2016 and 2015, respectively, calculated based on a federal tax rate of 34%.
(2)Proceeds from the additional borrowings were invested in various interest-earning assets including: deposits with the FRB, FHLB stock, certificates of deposit in other banks, and commercial paper.


Set forth below is a reconciliation to GAAP net income, EPS, ROA, and ROE as adjusted to exclude merger-related expenses, certain state tax expense, and gain from the sale of premises and equipment:
 Three Months Ended Six months ended Three months ended
(Dollars in thousands, except per share data) December 31, December 31, September 30,
 2016 2015 2016 2015 2017 2016
Merger-related expenses $27
 $
 $334
 $
 $
 $307
State tax expense adjustment (1)
 
 
 490
 526
 133
 490
Gain from sale of premises and equipment 
 
 (385) 
 (164) (385)
Total adjustments 27
 
 439
 526
 (31) 412
Tax effect (2)
 (10) 
 49
 
 59
 58
Total adjustments, net of tax 17
 
 488
 526
 28
 470
 

 

 

 

 

 

Net income (GAAP) 2,983
 2,449
 6,807
 5,013
 5,567
 3,824
            
Net income (non-GAAP) $3,000
 $2,449
 $7,295
 $5,539
 $5,595
 $4,294
            
Per Share Data            
Average shares outstanding - basic 16,900,387
 17,479,150
 16,893,775
 17,778,568
 17,966,994
 17,208,682
Average shares outstanding - diluted 17,556,587
 17,810,984
 17,490,675
 18,053,187
 18,616,452
 17,451,295
            
Basic EPS            
EPS (GAAP) $0.17
 $0.14
 $0.39
 $0.28
 $0.31
 $0.22
Non-GAAP adjustment 0.01
 
 0.04
 0.03
 
 0.03
EPS (non-GAAP) $0.18
 $0.14
 $0.43
 $0.31
 $0.31
 $0.25
            
Diluted EPS            
EPS (GAAP) $0.17
 $0.14
 $0.39
 $0.28
 $0.30
 $0.22
Non-GAAP adjustment 
 
 0.04
 0.03
 
 0.03
EPS (non-GAAP) $0.17
 $0.14
 $0.43
 $0.31
 $0.30
 $0.25
            
Average Balances            
Average assets $2,765,047
 $2,735,738
 $2,764,985
 $2,749,840
 $3,197,885
 $2,764,922
Average equity 365,740
 362,617
 364,018
 366,589
 401,422
 362,296
            
ROA            
ROA (GAAP) 0.43% 0.36% 0.49% 0.36% 0.70% 0.55%
Non-GAAP adjustment % % 0.04% 0.04% % 0.07%
ROA (non-GAAP) 0.43% 0.36% 0.53% 0.40% 0.70% 0.62%
            
ROE            
ROE (GAAP) 3.26% 2.70% 3.74% 2.73% 5.55% 4.22%
Non-GAAP adjustment 0.02% % 0.27% 0.29% 0.03% 0.52%
ROE (non-GAAP) 3.28% 2.70% 4.01% 3.02% 5.58% 4.74%

(1)    State tax adjustment is a result of a decrease in value of our deferred tax assets stemming from recent decreases in North Carolina's corporate tax rate.
(2)    
(1)State tax adjustment is a result of a decrease in value of our deferred tax assets stemming from recent decreases in North Carolina's corporate tax rate.
(2)Tax amounts have been adjusted for certain nondeductible merger-related expenses.



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 ofAs of
(Dollars in thousands)December 31, June 30, December 31,September 30, June 30, September 30,
2016 2016 20152017 2017 2016
Total gross loans receivable (GAAP)$1,955,629
 $1,832,831
 $1,747,560
$2,396,040
 $2,352,415
 $1,881,481
Less: acquired loans(169,234) (220,891) (263,837)338,933
 374,538
 192,745
Adjusted gross loans (non-GAAP)$1,786,395
 $1,611,940
 $1,483,723
$2,057,107
 $1,977,877
 $1,688,736
          
Allowance for loan losses (GAAP)$20,986
 $21,292
 $21,977
$21,997
 $21,151
 $20,951
Allowance for loan losses / Adjusted gross loans (non-GAAP)1.17% 1.32% 1.48%
Less: allowance for loan losses on acquired loans1,197
 727
 356
Adjusted allowance for loan losses (non-GAAP)$20,800
 $20,424
 $20,595
Adjusted allowance for loan losses / Adjusted gross loans (non-GAAP)1.01% 1.03% 1.22%

Comparison of Financial Condition at December 31, 2016September 30, 2017 and June 30, 20162017
General. Total assets were $3.2 billion at December 31, 2016 andSeptember 30, 2017 as well as June 30, 2016 were $2.8 billion and $2.7 billion, respectively.2017. Total liabilities remained constant as well at $2.4$2.8 billion at both December 31, 2016 and June 30, 2016. The increase in borrowingsdates. Deposit growth of $69.0$51.9 million, or 14.1%2.5% and the cumulative decrease of $88.3$47.5 million, or 13.7%,11.3% in cash and cash equivalents, commercial paper, certificates of depositdeposits in other banks, and securities available for sale during the six months ended December 31, 2016first quarter of fiscal 2018 were redeployedused to fund higher yieldingthe $43.3 million, or 1.8% increase in total loans, the $49.9 million, or 33.3% increase in commercial paper, and reduce higher cost certificatesborrowings by $16.7 million, or 2.4%. The increase in net loans receivable was driven by $43.2 million of deposit.organic net loan growth. We continue to utilize our leveraging strategy, where additional short-term FHLB borrowings are invested in various short-term liquid assets to generate additional net interest income, as well as increased dividend income from the required purchase of additional FHLB stock.
Cash, cash equivalents, and commercial paper.  Total cash and cash equivalents decreased $7.5$8.0 million, or 14.2%9.2%, to $45.1$79.0 million at December 31, 2016September 30, 2017 from $52.6$87.0 million at June 30, 2016.2017. In conjunction with our leveraging strategy, we purchase commercial paper to take advantage of higher returns with relatively low risk while remaining highly liquid. The commercial paper balance at December 31, 2016 decreasedincreased $49.9 million, or 21.7%33.3% to $179.9$199.8 million at September 30, 2017 from $229.9$149.9 million at June 30, 2016.2017.
Investments. Securities available for sale decreased $19.6$17.6 million, or 9.8%8.8%, to $181.0$182.1 million at December 31, 2016September 30, 2017 from $200.7$199.7 million at June 30, 2016.2017. During the sixthree months ended December 31, 2016, $15.1September 30, 2017, $11.7 million of securities available for sale were purchased, $17.8 million matured and $13.1$5.8 million of principal payments were received. The securities purchased during this period were primarily short- to intermediate-term U.S. government agency notes. At December 31, 2016,September 30, 2017, certificates of deposits in other banks totaled $150.1decreased $21.8 million, or 16.5% to $110.5 million compared to $161.5$132.3 million at June 30, 2016.2017. The decrease in certificates of deposits in other banks was due to $29.0 million in maturities partially offset by $7.2 million in purchases. All certificates of deposit in other banks are fully insured by the FDIC. Other investments at cost include FRB and FHLB stock totaling $6.2 million and $26.2 million at December 31, 2016, respectively. In total, other investments increased $2.9 million, or 9.7% from June 30, 2016 as a result of additional FHLB stock purchases as required to support our additional FHLB borrowings.
We evaluate individual investment securities quarterly for other-than-temporary declines in market value. We dodid not believe that there arewere any other-than-temporary impairments at December 31, 2016;September 30, 2017; therefore, no impairment losses have beenwere recorded during the first sixthree months of fiscal 2017.2018. Other investments at cost at September 30, 2017 included FRB and FHLB stock totaling $7.3 million and $31.4 million, respectively. In total, other investments decreased $704,000, or 1.8% from June 30, 2017 as a result of required redemptions of FHLB stock due to reductions in our FHLB borrowings.
Loans held for sale. Loans held for sale decreased $785,000,increased $2.2 million, or 13.6%39.0% at December 31, 2016September 30, 2017 to $5.0$7.8 million from $5.6 million at June 30, 2016.2017. The decreaseincrease was driven by the timing difference between loan fundings and loan sale settlementsvolume increases as originationsa result of loans held for sale increased $35.5 million during the six months ended December 31, 2016 as compared to the same period last year from expanding our mortgage banking operations into our newer market areas.areas and adding additional seasoned loan officers.
Loans.  Net loans receivable increased $123.1$42.4 million, or 6.8%1.8%, at December 31, 2016September 30, 2017 to $1.9$2.4 billion from June 30, 20162017 primarily due to $93.6$43.2 million inof organic loan growth and $29.1 million in purchased HELOCs, net of repayments.growth.
For the three-month period ended December 31, 2016,September 30, 2017, retail loan portfolio originations increased $2.3$5.8 million, or 7.8% to $80.4 million from $70.6$74.6 million, to $72.9 million, or 3.3% compared to the same period in the previous year. For the three-month period ended December 31, 2016,September 30, 2017, commercial loan portfolio originations increased $54.2$87.1 million, or 113.1% to $164.1 million, from $94.6$77.0 million, to $148.8 million, or 57.2% compared to the same period in the previous year. For the six-month period ended December 31, 2016, retail loan portfolio originations increased $9.8 million from $137.7 million to $147.5 million, or 7.2% compared to the same period in the previous year. For the six-month period ended December 31, 2016, commercial loan portfolio originations increased $33.6 million from $192.2 million to $225.8 million, or 17.5% compared to the same period in the previous year.
For the quarter ended December 31, 2016,September 30, 2017, organic net loan growth, which excludes loans acquired through acquisitions and purchases of HELOCs, was $69.6$43.2 million or 16.3%7.9% annualized. Excluding the one-to-four family residential loan portfolio, our second quarter loan growth was $75.1 million, or 27.3% annualized. Our one-to-four family residential loan portfolio continues to decline as a result of market conditions increasing customer demand for 30-year fixed rate loans, which we sell to third parties as compared to our shorter term fixed and variable rate loans that we retain in our loan portfolio - a trend we expect to continue so long as interest rates remain historically low. For the six months ended December 31, 2016, organic net loan growth was $93.6 million, or 11.1% annualized. Excluding the one-to-four family residential loan portfolio, loan growth for the first six months of fiscal 2017 was $109.2 million, or 20.5% annualized.



Retail consumer and commercial loans consist of the following at the dates indicated:
        Percent of totalAs of     Percent of total
December 31, June 30, Change December 31, June 30,September 30, June 30, Change September 30, June 30,
2016 2016 $ % 2016 2016
(Dollars in thousands)2017 2017 $ % 2017 2017
Retail consumer loans:                      
One-to-four family$608,118
 $623,701
 $(15,583) (2.5)% 31.1% 34.0%$684,956
 $684,089
 $867
 0.1 % 28.6% 29.1%
HELOCs - originated156,615
 163,293
 (6,678) (4.1) 8.0
 8.9
152,979
 157,068
 (4,089) (2.6) 6.4
 6.7
HELOCs - purchased173,511
 144,377
 29,134
 20.2
 8.9
 7.9
162,518
 162,407
 111
 0.1
 6.8
 6.9
Construction and land/lots42,628
 38,102
 4,526
 11.9
 2.2
 2.1
54,969
 50,136
 4,833
 9.6
 2.3
 2.1
Indirect auto finance129,132
 108,478
 20,654
 19.0
 6.6
 5.9
142,915
 140,879
 2,036
 1.4
 6.0
 6.0
Consumer5,852
 4,635
 1,217
 26.3
 0.3
 0.3
8,814
 7,900
 914
 11.6
 0.4
 0.3
Total retail consumer loans1,115,856
 1,082,586
 33,270
 3.1
 57.1
 59.1
1,207,151
 1,202,479
 4,672
 0.4
 50.4
 51.1
Commercial loans: 
  
         
  
        
Commercial real estate531,321
 486,561
 44,760
 9.2
 27.2
 26.6
753,857
 730,408
 23,449
 3.2
 31.5
 31.0
Construction and development129,370
 86,840
 42,530
 49.0
 6.6
 4.7
209,672
 197,966
 11,706
 5.9
 8.8
 8.4
Commercial and industrial77,352
 73,289
 4,063
 5.5
 3.9
 4.0
124,722
 120,387
 4,335
 3.6
 5.2
 5.1
Municipal leases101,730
 103,183
 (1,453) (1.4) 5.2
 5.6
100,638
 101,175
 (537) (0.5) 4.2
 4.3
Total commercial loans839,773
 749,873
 89,900
 12.0
 42.9
 40.9
1,188,889
 1,149,936
 38,953
 3.4
 49.6
 48.9
Total loans$1,955,629
 $1,832,459
 $123,170
 6.7 % 100.0% 100.0%$2,396,040
 $2,352,415
 $43,625
 1.9 % 100.0% 100.0%
Recently, our expansion into larger metro markets over the last two yearsas well as in-market acquisitions combined with improvements in the economy, employment rates, stronger real estate prices, and a general lack of new housing inventory in certain markets have led to us significantly increasing originations of construction loans for properties located in our market areas. We have hired experienced commercial real estate relationship managers, credit officers, and developed a construction risk management group to better manage construction risk, as part of our efforts to grow the construction portfolio. We anticipate that construction lending will continue to be a strong element of our total loan portfolio in future periods. We will continue to take a disciplined approach in our construction and land development lending by concentrating our efforts on smaller one-to-four residential loans to builders known to us and developers of commercial real estate and multifamily properties with proven success in this type of construction. At December 31, 2016,September 30, 2017, construction and land/lots totaled $42.6$55.0 million including $25.9$40.4 million of one-to-four family construction loans that will roll over to permanent loans upon completion of the construction period, excluding unfunded loan commitments of $32.1$53.6 million. Total construction and development loans at December 31, 2016,September 30, 2017, were $129.4$209.7 million, excluding unfunded loan commitments of $180.8 million, of which $46.6$88.2 million was for non-residential commercial real estate construction, $43.0$65.7 million was for land development, $26.6$45.9 million was for speculative construction of single family properties, and $13.2$9.9 million was for multi-family construction. Undisbursed construction and development loan commitments at December 31, 2016September 30, 2017 included $65.9$84.5 million of commercial real estate projects, multi-family residential projects of $7.3$4.8 million and $18.5$37.9 million for the speculative construction of one- to four-family residential properties.
Asset Quality. Our overall asset quality metrics continue to demonstrate our commitment to growing and maintaining a loan portfolio with a moderate risk profile. Nonperforming assets decreased $2.8 million to $21.7remained constant at $20.0 million, or 0.78%0.62% of total assets, at December 31, 2016, compared to $24.5 million, or 0.90% of total assets, atSeptember 30, 2017 and June 30, 2016.2017. Nonperforming assets included $16.0$14.1 million in nonaccruing loans and $5.6$5.9 million in REO at December 31, 2016,September 30, 2017, compared to $18.5$13.7 million and $6.0$6.3 million, in nonaccruing loans and REO respectively, at June 30, 2016.2017. Included in nonperforming loans are $5.8$5.2 million of loans restructured from their original terms of which $3.7$3.1 million were current with respect to their modified payment terms. The decreaseincrease in nonaccruing loans was primarily due to one commercial real estate loan totaling $672,000, partially offset by loans returning to performing status as payment history and the borrower's financial status improved. At December 31, 2016, $6.9September 30, 2017, $5.6 million, or 43.2%40.1%, of nonaccruing loans were current on their required loan payments. Purchased credit impaired loans aggregating $6.2$6.5 million were excluded from nonaccruing loans due to the accretion of discounts established in accordance with the acquisition method of accounting for business combinations. Nonperforming loans to total loans was 0.59% at September 30, 2017 compared to 0.58% at June 30, 2017.
The ratio of classified assets to total assets decreased to 1.97%1.50% at December 31, 2016September 30, 2017 from 2.17%1.57% at June 30, 2016.2017. Classified assets decreased 7.0%3.0% to $54.8$48.7 million at December 31, 2016September 30, 2017 compared to $58.9$50.2 million at June 30, 2016.2017. Delinquent loans (loans delinquent 30 days or more) decreasedincreased to $17.9$17.7 million at December 31, 2016,September 30, 2017, from $19.5$15.2 million at June 30, 2016.2017 primarily due to additional 1-4 family loans in the 30-60 day category.
As of December 31, 2016,September 30, 2017, we had identified $44.2$41.8 million of impaired loans compared to $44.1$43.0 million at June 30, 2016.2017. Our impaired loans are comprised of loans on non-accrual status and all TDRs, whether performing or on non-accrual status under their restructured terms. Impaired loans may be evaluated for reserve purposes using either a specific impairment analysis or on a collective basis as part of homogeneous pools. As of December 31, 2016,September 30, 2017, there were $22.7$23.1 million loans individually evaluated for impairment and $21.5$18.7 million were collectively evaluated. For more information on these impaired loans, see Note 5 of the Notes to Consolidated Financial Statements under Item 1 of this report.
Allowance for loan losses.  We establish an allowance for loan losses by charging amounts to the loan provision at a level required to reflect estimated credit losses in the loan portfolio. In evaluating the level of the allowance for loan losses, management considers, among other factors, historical loss experience, the types of loans and the amount of loans in the loan portfolio, adverse situations that may affect borrowers' ability


to repay, estimated value of any underlying collateral, prevailing economic conditions and current risk factors specifically related to each loan type.


The allowance for loan losses was $21.0$22.0 million, or 1.07%0.92% of total loans, at December 31, 2016September 30, 2017 compared to $21.3$21.2 million, or 1.16%0.90% of total loans, at June 30, 2016.2017. The allowance for loan losses to gross loans excluding acquired loans was 1.17%1.01% at December 31, 2016,September 30, 2017, compared to 1.32%1.03% at June 30, 2016.2017. Loans acquired from acquisitions are excluded from the allowance for loan losses at the date of acquisition in accordance with the acquisition method of accounting for business combinations. The Company recorded these loans at fair value, which includes a credit discount, therefore, no allowance for loan losses is established for these acquired loans unless the credit quality deteriorates further subsequent to the acquisition. The allowance for our acquired loans at September 30, 2017 was $1.2 million compared to $727,000 at June 30, 2017.
There was no provision for loan loss during both the three and six months ended December 31,September 30, 2017 and September 30, 2016 and December 31, 2015.as the allowance for loan losses required by our loan growth was offset by continued improvements in our asset quality. Net loan recoveries totaled $35,000$846,000 for the three months ended December 31, 2016September 30, 2017 compared to net charge-offs of $135,000$341,000 for the same period during the prior fiscal year. Net loan charge-offs decreased to $306,000 for the six months ended December 31, 2016 from $397,000 for the same period during the prior fiscal year.Net recoveries as a percentage of average loans increased slightly to (0.01)(0.14)% for the three months ended December 31, 2016September 30, 2017 from net charge-offs of 0.03%0.07% for the same period last fiscal year. Net charge-offs as a percentage of average loans decreased to 0.03% for the six months ended December 31, 2016 from 0.05% for the same period last fiscal year.
The allowance as a percentage of nonaccruing loans increased to 131.1%156.17% at December 31, 2016September 30, 2017 from 115.0%154.77% at June 30, 2016.2017.
We believe that the allowance for loan losses as of December 31, 2016September 30, 2017 was adequate to absorb the known and inherent risks of loss in the loan portfolio at that date. While we believe the estimates and assumptions used in our determination of the adequacy of the allowance are reasonable, there can be no assurance that such estimates and assumptions will not be proven incorrect in the future, or that the actual amount of future provisions will not exceed the amount of past provisions or that any increased provisions that may be required will not adversely impact our financial condition and results of operations. In addition, the determination of the amount of the allowance for loan losses is subject to review by bank regulators as part of the routine examination process, which may result in the establishment of additional reserves based upon their judgment of information available to them at the time of their examination.
Real estate owned. REO decreased $308,000,$377,000, to $5.6$5.9 million at December 31, 2016.September 30, 2017 primarily due to $793,000 in REO sales during the period, partially offset by $252,000 in properties transferred to REO and a gain on sale of REO of $146,000 during the period. The total balance of REO at December 31, 2016September 30, 2017 included $2.7$2.5 million in land, construction and development projects (both residential and commercial), $1.0$2.2 million in commercial real estate, and $1.9$1.2 million in single-family homes.
Deferred income taxes. Deferred income taxes decreased $1.9$1.7 million, or 3.5%3.0%, to $52.3$55.7 million at December 31, 2016September 30, 2017 from $54.2$57.4 million at June 30, 2016,2017. The decrease was primarily driven by the realization of net operating losses through increases in net income.taxable income, which was further augmented by the revaluation of deferred tax assets relating to a change in North Carolina's corporate tax rate, as discussed below.
Goodwill. Goodwill increased $425,000, or 3.4% to $13.1remained at $25.6 million at December 31, 2016 from $12.7 million atSeptember 30, 2017 and June 30, 2016 as a result of the acquisition of United Financial of North Carolina, Inc.
Other assets. Other assets increased $21.0 million to $25.8 million at December 31, 2016 from $4.8 million at June 30, 2016. The increase was driven by a $16.1 million transfer to an escrow account and $3.1 million in various other prepaid merger expenses in connection with the acquisition of TriSummit.2017.
Deposits. Deposits decreased $16.5increased $51.9 million, or 0.9%2.5%, to $1.8$2.1 billion at December 31, 2016. This decreaseSeptember 30, 2017 as compared to $2.0 billion at June 30, 2017. The increase was primarily due to an increase of $56.1 million in our core deposits (which excludes certificates of deposit) as a result of recent deposit gathering initiatives, which were partially offset by a $4.3 million managed run off of $44.9 million in our higher costcosting certificates of deposit and brokered deposits partially offset by a net increasecompeting less aggressively for time deposits.
The following table sets forth our deposits by type of $28.4 million in checking, savings, and money market accounts.deposit account as of the dates indicated:
 As of   Percent of total
 September 30, June 30, Change September 30, June 30,
(Dollars in thousands)2017 2017 $ % 2017 2017
Core deposits:           
     Noninterest-bearing accounts$304,144
 $310,172
 (6,028) (1.9)% 14.5% 15.1%
     NOW accounts464,993
 469,377
 (4,384) (0.9)% 22.1% 22.9%
     Money market accounts642,351
 569,607
 72,744
 12.8 % 30.6% 27.8%
     Savings accounts230,943
 237,149
 (6,206) (2.6)% 11.0% 11.6%
Core deposits1,642,431
 1,586,305
 56,126
 3.5 % 78.2% 77.4%
Certificates of deposit457,879
 462,146
 (4,267) (0.9)% 21.8% 22.6%
Total$2,100,310
 $2,048,451
 51,859
 2.5 % 100.0% 100.0%
Borrowings. Borrowings increaseddecreased to $560.0$679.8 million at December 31, 2016September 30, 2017 from $491.0$696.5 million at June 30, 2016. This increase was used to provide funds for the acquisition of TriSummit and partially fund the increase in total loans.2017. All FHLB advances have maturities of less than 90 days with a weighted average interest rate of 0.53%1.16% at December 31, 2016.
Other liabilities. Other liabilities decreased $3.7 million, or 6.0% to $58.4 million at December 31, 2016 from $62.0 million at JuneSeptember 30, 2016, primarily due to a decrease in mortgage loan escrow balances.2017.
Equity.  Stockholders' equity at December 31, 2016September 30, 2017 increased to $367.8$405.5 million from $360.0$397.6 million at June 30, 2016.2017. The increase was a primarily a result of $6.8$5.6 million in net income for the first sixthree months of fiscal 2017 and $3.12018, $1.2 million representing the increased amortization of stock-based compensation, driven byand a $680,000 cumulative adjustment for the recent increase in the Company's stock price. The increase was partially offset by a $2.3 million decrease in accumulated other comprehensive income during the six months ended December 31, 2016, representing unrealized losses on securities available for sale, netadoption of tax.ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting." Tangible book value per share increased $0.45,by $0.44, or 2.4%2.3% to $19.50$19.81 as of December 31, 2016September 30, 2017 compared to $19.05$19.37 at June 30, 2016.2017.


Average Balances, Interest and Average Yields/Cost
The following table sets forth for the periods indicated, information regarding average balances of assets and liabilities as well as the total dollar amounts of interest income from average interest-earning assets and interest expense on average interest-bearing liabilities, resultant yields, interest rate spread, net interest margin (otherwise known as net yield on interest-earning assets), and the ratio of average interest-earning assets to average interest-bearing liabilities. All average balances are daily average balances. Nonaccruing loans have been included in the table as loans carrying a zero yield.
 For the Three Months Ended December 31,
 2016 2015
 
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)
$1,910,134
 $20,444
 4.28% $1,750,497
 $19,964
 4.56%
Deposits in other financial           
institutions178,119
 478
 1.07% 211,803
 506
 0.96%
Investment securities188,023
 862
 1.83% 239,908
 1,038
 1.73%
Other(3)
245,035
 852
 1.39% 289,240
 689
 0.95%
Total interest-earning assets2,521,311
 22,636
 3.59% 2,491,448
 22,197
 3.56%
Interest-bearing liabilities:           
Interest-bearing checking accounts405,340
 172
 0.17% 380,077
 140
 0.15%
Money market accounts518,095
 351
 0.27% 494,933
 257
 0.21%
Savings accounts210,223
 70
 0.13% 215,470
 73
 0.14%
Certificate accounts408,314
 448
 0.44% 519,209
 671
 0.52%
Borrowings546,353
 607
 0.44% 482,055
 275
 0.23%
  Total interest-bearing liabilities2,088,325
 1,648
 0.31% 2,091,744
 1,416
 0.27%
Net earning assets$432,986
  
   $399,704
    
Average interest-earning assets to           
average interest-bearing liabilities120.73%     119.11%    
Tax-equivalent:           
Net interest income  $20,988
     $20,781
  
Interest rate spread    3.28%     3.29%
Net interest margin(4)
    3.33%     3.34%
Non-tax-equivalent:           
Net interest income  $20,415
     $20,150
  
Interest rate spread    3.18%     3.19%
Net interest margin(4)
    3.24%     3.24%
 For the Three Months Ended September 30,
 2017 2016
 
Average
Balance
Outstanding
 
Interest
Earned/
Paid(2)
 
Yield/
Rate(2)
 
Average
Balance
Outstanding
 
Interest
Earned/
Paid(2)
 
Yield/
Rate(2)
(Dollars in thousands) 
Assets:           
Interest-earning assets:           
Loans receivable(1)
$2,361,522
 $25,798
 4.37% $1,848,086
 $21,070
 4.56%
Deposits in other financial institutions159,152
 536
 1.35% 191,716
 497
 1.04%
Investment securities189,920
 972
 2.05% 196,889
 880
 1.79%
Other interest-earning assets(3)
208,422
 1,139
 2.18% 290,722
 934
 1.29%
Total interest-earning assets2,919,016
 28,445
 3.90% 2,527,413
 23,381
 3.70%
Other assets278,869
     237,509
    
Total assets$3,197,885
     $2,764,922
    
Liabilities and equity:           
Interest-bearing liabilities:           
Interest-bearing checking accounts462,928
 216
 0.19% 403,823
 173
 0.17%
Money market accounts605,261
 477
 0.31% 519,250
 347
 0.27%
Savings accounts232,940
 78
 0.13% 210,179
 70
 0.13%
Certificate accounts449,839
 575
 0.51% 430,791
 509
 0.47%
Total interest-bearing deposits1,750,968
 1,346
 0.31% 1,564,043
 1,099
 0.28%
Borrowings668,091
 1,969
 1.18% 533,889
 555
 0.42%
Total interest-bearing liabilities2,419,059
 3,315
 0.55% 2,097,932
 1,654
 0.31%
Noninterest-bearing deposits310,596
     241,510
    
Other liabilities66,808
     63,184
    
Total liabilities2,796,463
     2,402,626
    
Stockholders' equity401,422
     362,296
    
Total liabilities and stockholders' equity$3,197,885
     $2,764,922
    
            
Net earning assets$499,957
     $429,481
    
Average interest-earning assets to           
average interest-bearing liabilities120.67%     120.47%    
Tax-equivalent:           
Net interest income  $25,130
     $21,727
  
Interest rate spread    3.35%     3.39%
Net interest margin(4)
    3.44%     3.44%
Non-tax-equivalent:           
Net interest income  $24,581
     $21,137
  
Interest rate spread   
 3.27%     3.29%
Net interest margin(4)
    3.37%     3.35%
__________________
(1) The average loans receivable, net balances include loans held for sale and nonaccruing loans.


(2) Interest income used in the average interest/earned and yield calculation includes the tax equivalent adjustment of $573,000$549,000 and $631,000$590,000 for the three months ended December 31,September 30, 2017 and 2016, and 2015, respectively, calculated based on a federal tax rate of 34%.
(3) The average other interest-earning assets consists of FRB stock, FHLB stock, and commercial paper. See Comparison of Results of Operation for the Three Months Ended December 31, 2016September 30, 2017 for discussion of our leveraging strategy.
(4) Net interest income divided by average interest-earning assets.


 For the Six Months Ended December 31,
 2016 2015
 
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)
$1,879,110
 $41,515
 4.42% $1,739,679
 $40,245
 4.63%
Deposits in other financial           
institutions184,918
 974
 1.05% 230,386
 1,032
 0.90%
Investment securities192,456
 1,742
 1.81% 249,590
 2,237
 1.79%
Other(3)
267,878
 1,786
 1.33% 283,953
 1,338
 0.94%
Total interest-earning assets2,524,362
 46,017
 3.65% 2,503,608
 44,852
 3.58%
Interest-bearing liabilities:           
Interest-bearing checking accounts404,581
 345
 0.17% 382,886
 282
 0.15%
Money market accounts518,672
 698
 0.27% 488,567
 502
 0.21%
Savings accounts210,201
 140
 0.13% 217,216
 147
 0.14%
Certificate accounts419,552
 957
 0.46% 537,062
 1,401
 0.52%
Borrowings540,121
 1,162
 0.43% 478,994
 522
 0.22%
  Total interest-bearing liabilities
2,093,127
 3,302
 0.31% 2,104,725
 2,854
 0.27%
Net earning assets$431,235
     $398,883
    
Average interest-earning assets to           
average interest-bearing liabilities120.60%     118.95%    
Tax-equivalent:           
Net interest income  $42,715
     $41,998
  
Interest rate spread    3.34%     3.31%
Net interest margin(4)
    3.38%     3.35%
Non-tax-equivalent:           
Net interest income  $41,552
     $40,721
  
Interest rate spread   
 3.24%     3.21%
Net interest margin(4)
    3.29%     3.25%
__________________
(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 $1,163,000 and $1,277,000 for the six months ended December 31, 2016 and 2015, respectively, calculated based on a federal tax rate of 34%.
(3) The average other assets consists of FRB stock, FHLB stock, and commercial paper. See Comparison of Results of Operation for the Six Months Ended December 31, 2016 for discussion of our leveraging strategy.
(4) Net interest income divided by average interest-earning assets.



Rate/Volume Analysis
The following table presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities. It distinguishes between the changes related to outstanding balances and that due to the changes in interest rates. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume (i.e., changes in volume multiplied by old rate) and (ii) changes in rate (i.e., changes in rate multiplied by old volume). For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately to the change due to volume and the change due to rate.
 Three Months Ended December 31, 2016
 Compared to
 Three Months Ended December 31, 2015
 
Increase/
(decrease)
due to
 Total
increase/(decrease)
(Dollars in thousands)Volume Rate 
Interest-earning assets:     
 Loans receivable(1)
$1,819
 $(1,339) $480
Deposits in other financial institutions(80) 52
 (28)
 Investment securities(225) 49
 (176)
 Other(105) 268
 163
    Total interest-earning assets$1,409
 $(970) $439
Interest-bearing liabilities:     
 Interest-bearing checking accounts$9
 $23
 $32
 Money market accounts12
 82
 94
 Savings accounts 
(2) (1) (3)
 Certificate accounts(143) (80) (223)
 Borrowings37
 295
 332
    Total interest-bearing liabilities$(87) $319
 $232
Net increase in tax equivalent interest income$1,496
 $(1,289) $207
Six Months Ended December 31, 2016Three Months Ended September 30, 2017
Compared toCompared to
Six Months Ended December 31, 2015Three Months Ended September 30, 2016
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(1)
$3,226
 $(1,956) $1,270
$5,852
 $(1,124) $4,728
Deposits in other financial institutions(203) 145
 (58)(85) 124
 39
Investment securities(512) 17
 (495)(31) 123
 92
Other(76) 524
 448
(264) 468
 204
Total interest-earning assets2,435
 (1,270) 1,165
5,472
 (409) 5,063
Interest-bearing liabilities:          
Interest-bearing checking accounts
$16
 $47
 $63
$25
 $18
 $43
Money market accounts31
 165
 196
58
 72
 130
Savings accounts(5) (2) (7)8
 
 8
Certificate accounts(306) (138) (444)22
 44
 66
Borrowings66
 574
 640
139
 1,275
 1,414
Total interest-bearing liabilities(198) 646
 448
252
 1,409
 1,661
Net increase in tax equivalent interest income$2,633
 $(1,916) $717
$5,220
 $(1,818) $3,402
_____________
(1) Interest income used in the rate calculation includes the tax equivalent adjustment of $573,000 and $631,000 for the three months ended December 31, 2016 and 2015, respectively, calculated based on a federal tax rate of 34%. Interest income used in the average interest/earned and yield calculation includes the tax equivalent adjustment of $1,163,000$549,000 and $1,277,000$590,000 for the sixthree months ended December 31,September 30, 2017 and 2016, and 2015, respectively, calculated based on a federal tax rate of 34%.


Comparison of Results of Operation for the Three Months Ended December 31,September 30, 2017 and 2016 and 2015
General.  During the three months ended December 31, 2016,September 30, 2017, we had net income of $3.0$5.6 million a $534,000 or 21.8% increase over the net income of $2.5compared to $3.8 million for the three months ended December 31, 2015. The Company's basic andSeptember 30, 2016. On a diluted earnings per share increased to $0.17basis, the Company earned $0.30 per share for the first three months ended December 31, 2016of fiscal year 2018, compared to $0.14$0.22 per share forin the same period in fiscal 2016.2017. The overall increase reflects the acquisition of TriSummit and additional net interest income from organic loan growth.
Net Interest Income. Net interest income increased $265,000,$3.4 million, or 1.3%16.3% to $20.4$24.6 million for the quarterthree months ended December 31, 2016September 30, 2017 compared to $20.2$21.1 million for the corresponding period in 2015. Thethree months ended September 30, 2016. This increase in net interest income of the quarter ended December 31, 2016 was driven by a $497,000,$5.1 million, or 2.3%22.4% increase in interest income partially offset by a $232,000,$1.7 million, or 16.4%100.4% increase in interest expense.
The average balance of interest-earning assets for the quarterthree months ended December 31, 2016 wasSeptember 30, 2017 increased $391.6 million, or 15.5% to $2.9 billion compared to $2.5 billion and was consistent withfor the comparable quartercorresponding period in the previous year. Net interest margin (on a fully taxable-equivalent basis) for the three months ended December 31,September 30, 2017 and September 30, 2016 decreased one basis point to 3.33% from 3.34% for the same period last year.remained stable at 3.44%. Our leveraging strategy produced an additional $908,000$967,000 in interest income during the three months ended December 31, 2016,September 30, 2017, at an average yield of 1.07%1.58%, while the average cost of the borrowings was 0.44%1.18%, resulting in approximately $530,000$245,000 in net interest income during the period. During the same three-monthcorresponding period in the prior fiscal year, our leveraging strategy produced an additional $749,000$999,000 in interest income, at an average yield of 0.74%1.01%, while the average cost of borrowings was 0.23%0.42%, resulting in approximately $520,000$589,000 in net interest income. Excluding the effects of the leveraging strategy, the net interest margin would be 3.75%3.72% and 3.88%3.97% for the three months ended December 31,September 30, 2017 and 2016, and 2015, respectively.
The $497,000 increase in interest income for the three months ended December 31, 2016September 30, 2017 as compared to the same period prior year was primarily driven by a $538,000,$4.8 million, or 2.8%23.3% increase in loan interest income, an $88,000,a $125,000, or 12.0% increase in interest from deposits in other banks, a $119,000,


or 30.7% increase in other investment income, and a $91,000, or 10.3% increase in interest from certificates of deposit and other interest-bearing deposits, and a $47,000, or 13.7% increase in other investment income.securities available for sale. The additional loan interest income was primarily due to the $159.6$513.4 million, or 9.1%27.8% increase in the average balance of loans receivable as a resultloan receivables from the TriSummit acquisition and increased organic loan growth, and the purchase of HELOCs, which was mainly funded and offset by the cumulative decrease of $129.8$121.8 million, or 17.5%17.9% in average interest-earning deposits with banks, investment securities available for sale, and other interest-earning assets. Partially offsetting theassets, an increase in loanaverage deposits of $256.0 million, or 14.2%, and an increase in average FHLB borrowings of $134.2 million, or 25.1% as compared to the same quarter last year. The additional interest income was partially offset by a $135,000,$1.1 million, or 14.9%57.6% decrease in the accretion of purchase discounts on acquired loans to $774,000$775,000 for the quarter ended December 31, 2016September 30, 2017 from $909,000$1.8 million for the same quarter in 2015.fiscal 2017, as a result of full repayments of several loans with large discounts in the previous fiscal year. Accretable income on acquired loans stems from the discount established at the time these loan portfolios were acquired and the related impact of prepayments on purchased loans. Each quarter, the Company analyzes the cash flow assumptions on the PCI loan pools and, at least semi-annually, the Company updates loss estimates, prepayment speeds and other variables when analyzing cash flows. In addition to this accretion income, which is recognized over the estimated life of the loan pools, if a loan is removed from a pool due to payoff or foreclosure, the unaccreted discount in excess of losses is recognized as an accretion gain in interest income. As a result, income from loan pools can be volatile from quarter to quarter. The amortization ofThis decrease in purchase accounting discounts on loans increased the net interest margin (ondiscount accretion led to a fully taxable-equivalent basis) by 1219 basis pointspoint decrease in average loan yields to 4.37% for the quarter ended December 31, 2016 compared to a 15 basis points impactSeptember 30, 2017 from 4.56% in the corresponding quarter in 2015. Overall, averagelast year. Excluding the effects of the accretion on purchase discounts on acquired loans, loan yields decreased 28increased eight basis points to 4.28%4.24% for the quarter ended December 31, 2016 from 4.56% in corresponding quarter in 2015. The declineSeptember 30, 2017 compared to a year earlier primarily reflects lower average yields on loans recently originated and the refinancing of higher yielding loans as the relatively low interest rate environment continues. Partially offsetting the increases4.16% in interest income was a $176,000, or 17.0% decrease in interest income from investment securities as a result of the average balance of securities available for sale decreasing $51.9 million, or 21.6% compared to the same quarter in fiscal 2016.
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 December 31, 2016, our loans with interest rate floors totaled approximately $569.9 million and had a weighted average floor rate of 3.97% of which $180.9 million, or 31.7%, had yields that would begin floating again once prime rates increase at least 200 basis points.period last year.
Total interest expense increased $232,000,$1.7 million, or 16.4%100.4% for the quarterthree months ended December 31, 2016September 30, 2017 compared to the same period last year. This increase was primarily related to the increase in average borrowings consisting of short-term FHLB advances, increasing by $64.3 million to $546.4 million due to funding for loan growth, as well as a 21and the 76 basis point increase in the average cost of borrowings, duringresulting in additional interest expense of $1.4 million to $2.0 million for the quarterthree-month period as compared to the same quarterperiod last year. Average interest-bearing deposits for the three months ended September 30, 2017 was $1.8 billion and was $1.6 billion for the three months ended September 30, 2016. The $186.9 million, or 12.0% increase was a result of the TriSummit acquisition and recent deposit marketing initiative. The overall average cost of funds for the three months ended September 30, 2017 increased 24 basis points to 0.55% compared to the same period last year due primarily reflectingto the impact of recent increases in the federal funds rate over the last year. This increase was partially offset by a $67.7 million decrease in the average balance of interest-bearing deposits, primarily due to a $110.9 million decrease in average certificates of deposit to $408.3 million for the three months ended December 31, 2016, as compared to $519.2 million for the same period in fiscal 2016 due to our managed run off of higher rate certificates of deposit. The overall average cost of funds increased four basis points for the current quarter as compared to the same quarter last year due primarily to the increased cost ofon our borrowings.
Provision for Loan Losses.  During both the three months ended December 31, 2016 and 2015, thereThere was no provision for loan losses reflecting continued improvements in our assetduring the three months ended September 30, 2017 or 2016 as improved credit quality which offset the allowancemeasures have been sufficient to cover reserves needed for loan growth and changes in the mix of loans. The provision for loan losses reflects the amount required to maintain the allowance for losses at an appropriate 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. Net loan recoveries were $35,000 for the three months ended December 31, 2016 compared toSeptember 30, 2017 were $846,000 from a net charge-offscharge-off of $135,000$341,000 for the same period last year.in 2016. Net recoveries as a percentage of average loans decreased to (0.01)%was (0.14%) for the three months ended December 31, 2016September 30, 2017 from 0.03%net charge-offs as a percentage of average assets of 0.07% for the same period last fiscal year.
See Comparison of Financial Condition - Asset Quality for additional details.
Noninterest Income.  Noninterest income increased $762,000,$336,000, or 25.4%7.9%, to $3.8$4.6 million for the three months ended December 31, 2016September 30, 2017 from $3.0$4.2 million infor the comparative quarterthree months ended September 30, 2016. The increase was primarily the result of 2015, primarily due to a $347,000,$125,000, or 58.8%,6.5% increase in service charges on deposit accounts, a $126,000, or 12.9% increase in loan income from the gain on the sale of mortgage bankingloans and various commercial loan-related fees, and a $306,000, or 75.9% increase in other income and fees from increasesprimarily driven by gains on an investment in brokered loan originations, reflecting our expansion into newer market areas and the continued low interest rate environment.a small business investment company.


Noninterest Expense. Noninterest expense for the quarterthree months ended December 31, 2016September 30, 2017 increased $464,000,$2.0 million, or 2.3%10.2%, to $20.3$21.1 million compared to $19.8$19.1 million for the quarter ended December 31, 2015. Salaries and employee benefits expenses increased $964,000, or 8.9% primarily as a result of the previously mentioned increase in stock-based compensation expense. As a result of management's continued focus on reducing operating expenses and the consolidation of six branches during second quarter of fiscal 2016, there was a cumulative decrease of $599,000, or 16.4% in net occupancy expense; marketing and advertising; and telephone, postage, and supplies, which was partially offset by a $242,000, or 17.2% increase in computer services as a result of updating branch operations hardware and additional consulting services. In addition, deposit insurance premiums decreased $320,000, or 61.2% due to a decline in the assessment rates charged by the FDIC that occurred during the first quarter of fiscal 2017. Net REO-related expenses increased $231,000 primarily as a result of $180,000 and $51,000 increase in net losses on the sale of REO properties and REO expenses, respectively.
Income Taxes.  The Company's income tax expense was $893,000 for the three months ended December 31, 2016, an increase of $29,000 compared to $864,000 income tax expense for the three months ended December 31, 2015 as a result of additional pretax income. The Company's effective income tax rate for the quarter ended December 31, 2016 was 23.0% compared to 26.1% for the quarter ended December 31, 2015.
Comparison of Results of Operation for the Six Months Ended December 31, 2016 and 2015
General.  During the six months ended December 31, 2016, we had net income of $6.8 million, a $1.8 million, or 35.8% increase as compared to net income of $5.0 million for the six months ended December 31, 2015. On a basic and diluted per share basis, the Company earned $0.39 per share for the six months of fiscal year 2017, compared to $0.28 per share in fiscalSeptember 30, 2016. Earnings before merger-related expenses, certain state income tax expenses, and gain from the sale of premises and equipment were $7.3 million, or $0.42 per share for the first six months of fiscal year 2017, compared to $5.5 million, or $0.31 per share for the same period in the previous year.
Net Interest Income. Net interest income increased $831,000, or 2.0% to $41.6 million for the six months December 31, 2016 compared to $40.7 million for the six months ended December 31, 2015. This increase in net interest income was driven by a $1.3 million, or 2.9% increase in interest income partially offset by a $448,000, or 15.7% increase in interest expense.
The average balance of interest-earning assets for the six months ended December 31, 2016 was $2.5 billion and was consistent with the comparable period in the previous year. Net interest margin (on a fully taxable-equivalent basis) for the six months ended December 31, 2016 increased three basis point to 3.38% from 3.35% for the same period last year. Our leveraging strategy produced an additional $1.9 million in interest income during the six months ended December 31, 2016, at an average yield of 1.04%, while the average cost of the borrowings was 0.43%, resulting in approximately $1.1 million in net interest income during the period. During the corresponding period in the prior fiscal year, our leveraging strategy produced an additional $1.4 million in interest income, at an average yield of 0.67%, while the average cost of borrowings was 0.22%, resulting in approximately $952,000 in net interest income. Excluding the effects of the leveraging strategy, the net interest margin would be 3.86% and 3.95% for the six months ended December 31, 2016 and 2015, respectively.
The increase in interest income for the six months ended December 31, 2016 as compared to the same period prior year, was primarily driven by a $1.4 million, or 3.6% increase in loan interest income and a $301,000, or 17.9% increase in interest from certificates of deposit and other interest-bearing deposits that were partially offset by $495,000, or 22.1% decrease in interest from securities available for sale. The additional loan interest income was due to the $139.4 million, or 8.0% increase in the average balance of loans receivable, which was mainly funded by the cumulative decrease of $118.7 million, or 15.5% in average interest-earning deposits with banks, investment securities available for sale, and other interest-earning assets. Also impacting interest income was an increase of $341,000 in the accretion of purchase discounts on acquired loans to $2.6 million for the six months ended December 31, 2016 from $2.3 million for the same period in 2015 as a result of early prepayments. The amortization of purchase accounting discounts on loans increased the net interest margin (on a fully taxable-equivalent basis) by 20 basis points for the six months ended December 31, 2016 compared to a 18 basis points impact in the corresponding period in 2015. Average loan yields decreased 21 basis points to 4.42% for the six months ended December 31, 2016 from 4.63% in corresponding period in the prior year.
Total interest expense increased $448,000, or 15.7% for the six months ended December 31, 2016 compared to the same period last year. This increase was primarily related to average borrowings increasing by $61.1 million to $540.1 million due to funding for loan growth, as well as a 21 basis point increase in the average cost of borrowings during the six-month period as compared to the same period last year. This increase was partially offset by a $72.7 million decrease in the average balance of interest-bearing deposits, primarily due to a $117.5 million decrease in average certificates of deposit to $419.6 million for the six months ended December 31, 2016, as compared to $537.1 million for the same period in 2015. The overall average cost of funds increased four basis points due primarily to the impact of the increases in the federal funds rate on our borrowings over the last year.
Provision for Loan Losses.  There was no provision for loan losses during the six months ended December 31, 2016 or 2015 as improved credit quality measures have been sufficient to cover reserves needed for loan growth and for changes in the mix of loans. Net charge-offs for the six months ended December 31, 2016 decreased to $306,000 from $397,000 for the same period in 2015. Net charge-offs as a percentage of average loans decreased slightly to 0.03% for the six months ended December 31, 2016 from 0.05% for the same period last fiscal year.
See Comparison of Financial Condition - Asset Quality for additional details.
Noninterest Income.  Noninterest income increased $1.5 million, or 23.1%, to $7.8 million for the six months ended December 31, 2016 from $6.4 million for the six months ended December 31, 2015. The increase was primarily the result of higher mortgage banking income and fees and the gain on the sale of premises and equipment. Mortgage banking income and fees increased $596,000, or 45.2%, as a result of an increase in loan sales due to higher originations of loans held for sale for the six months ended December 31, 2016 as compared to the same period last year. The $385,000 gain on the sale of premises and equipment was a result of the sale of a previously closed branch office building during the first quarter of fiscal 2017.


Noninterest Expense. Noninterest expense for the six months ended December 31, 2016 decreased $405,000, or 1.0%, to $39.3 million compared to $39.7 million for the six months ended December 31, 2015. The increase in salaries and employee benefits expenses of $798,000,$1.7 million, or 3.7%15.5% was drivencaused primarily by the TriSummit acquisition and a $434,000 increase in stock-based compensation expense and was more than offsetprimarily driven by the cumulative decrease of $984,000, or 9.6%increase in net occupancy expense; marketing and advertising; telephone, postage, and supplies; and computer services. As discussed above, the lower assessment rates charged byCompany's stock price during the FDIC led to a $567,000, or 54.1% decrease in deposit insurance premiums for the sixthree months ended December 31, 2016September 30, 2017 compared to the same period in 2015. Merger-relatedfiscal 2017. In addition, the TriSummit acquisition led to additional noninterest expenses as shown in the cumulative increase of $775,000, or 9.9% in net occupancy expense, core deposit intangible amortization, and other expenses. These increases in noninterest expense were partially offset by the absence of $307,000 in merger-related expenses, and a $178,000, or 65.2% decrease in REO related to our TriSummit merger were $334,000expenses for the six monthsquarter ended December 31, 2016 asSeptember 30, 2017 compared to none during the same period in 2015. After the January 1, 2017 acquisition date, we expect these merger-related expenseslast year. We continue to increase to approximately $7.6 million during the third quarter of fiscal 2017. REO-related expenses increased $171,000 as a result of $331,000 increase in net losses on the sale ofactively market our REO properties which was partially offset by a $160,000 decrease in REO expenses from the decrease in the number of REO properties held.an effort to minimize holding costs.
Income Taxes.  For the sixthree months ended December 31, 2016,September 30, 2017, the Company's income tax expense was $3.3$2.5 million, an increase of $912,000,$86,000, or 37.9%3.5% compared to $2.4 million for the sixthree months ended December 31, 2015.September 30, 2016. The increase was a result of higher pretaxtaxable income for the sixthree months ended December 31, 2016September 30, 2017 over the comparative period in prior year. In addition, the Company had a $490,000$133,000 and a $526,000$490,000 charge during the sixthree months ended December 31,September 30, 2017 and 2016, and 2015, respectively, related to the decrease in value of our deferred tax assets based on recent decreases in North Carolina's corporate tax rate. The rate was reduced to 4.0% in August 2015 and to 3.0% in August 2016 once certain state revenue triggers were achieved. The Company's effective income tax rate for the sixthree months ended December 31, 2016September 30, 2017 was 32.8%31.1% compared to 32.4%38.8% for the sixthree months ended December 31, 2015.September 30, 2016.
Liquidity
Management maintains a liquidity position that it believes will adequately provide funding for loan demand and deposit run-off that may occur in the normal course of business. We rely on a number of different sources in order to meet our potential liquidity demands. The primary sources are increases in deposit accounts and cash flows from loan payments and the securities portfolio.
In addition to these primary sources of funds, management has several secondary sources available to meet potential funding requirements. As of December 31, 2016,September 30, 2017, the Bank had an additional borrowing capacity of $9.6$48.5 million with the FHLB of Atlanta, a $249.8$111.7 million line of credit with the FRB and three lines of credit with three unaffiliated banks totaling $60.0 million. At December 31, 2016,September 30, 2017, we had $558.0$679.8 million in FHLB advances outstanding $2.0 million in FRB borrowings, and nothing outstanding under our other lines of credit. Additionally, the Company classifies its securities portfolio as available for sale, providing an additional source of liquidity. Management believes that our security portfolio is of high quality and the


securities would therefore be marketable. In addition, we have historically sold longer term fixed-rate mortgage loans in the secondary market to reduce interest rate risk and to create still another source of liquidity. From time to time we also utilize brokered time deposits to supplement our other sources of funds. Brokered time deposits are obtained by utilizing an outside broker that is paid a fee. This funding requires advance notification to structure the type of deposit desired by us. Brokered deposits can vary in term from one month to several years and have the benefit of being a source of longer-term funding. We also utilize brokered deposits to help manage interest rate risk by extending the term to repricing of our liabilities, enhance our liquidity and fund asset growth. Brokered deposits are typically from outside our primary market areas, and our brokered deposit levels may vary from time to time depending on competitive interest rate conditions and other factors. At December 31, 2016September 30, 2017 brokered deposits totaled $9.1$12.9 million, or 0.5%0.6% of total deposits.
Liquidity management is both a daily and long-term function of business management. Excess liquidity is generally invested in short-term investments, such as overnight deposits and federal funds. On a longer term basis, we maintain a strategy of investing in various lending products and investment securities, including mortgage-backed securities and commercial paper. HomeTrust Bancshares on a stand-alone level is a separate legal entity from the Bank and must provide for its own liquidity and pay its own operating expenses. The Company's primary source of funds consists of the net proceeds retained from the Conversion. The Company also has the ability to receive dividends or capital distributions from the Bank, although there are regulatory restrictions on the ability of the Bank to pay dividends. At December 31, 2016,September 30, 2017, the Company (on an unconsolidated basis) had liquid assets of $13.0$19.7 million.
We use our sources of funds primarily to meet our ongoing commitments, pay maturing deposits and fund withdrawals, and to fund loan commitments. At December 31, 2016,September 30, 2017, the total approved loan commitments and unused lines of credit outstanding amounted to $175.7$232.3 million and $347.7$449.3 million, respectively, as compared to $164.8$202.1 million and $340.4$414.4 million, respectively, as of June 30, 2016.2017. Certificates of deposit scheduled to mature in one year or less at December 31, 2016,September 30, 2017, totaled $292.0$313.9 million. It is management's policy to manage deposit rates that are competitive with other local financial institutions. Based on this management strategy, we believe that a majority of maturing deposits will remain with us.
During the first sixthree months of fiscal 2017,2018, cash and cash equivalents decreased $7.4$8.0 million, or 14.2%9.2%, from $52.6$87.0 million as of June 30, 20162017 to $45.1$79.0 million as of December 31, 2016.September 30, 2017. Cash provided by financingoperating and operatingfinancing activities was $52.5$7.2 million and $2.8$35.2 million, respectively; while cash used in investing activities was $62.7$50.3 million. Primary sources of cash for the sixthree months ended December 31, 2016September 30, 2017 included $17.8$11.7 million in proceeds from the maturities of securities available for sale, a net decrease in commercial paper of $50.9 million, $11.4$21.8 million in maturities of certificates of deposits in other banks, net of purchases, $13.1$5.8 million in principal repayments from mortgage-backed securities, and a $69.0$51.9 million increase in borrowings.deposits. Primary uses of cash during the period included a $16.5net increase in commercial paper of $49.3 million, decrease in deposits, an increase in loans of $121.2$41.5 million, $15.1and a $16.7 million decrease in purchases of available for sale securities, and $16.1 million in acquisition costs related to the TriSummit merger.borrowings. All sources and uses of cash reflect our cash management strategy to increase our number of higher yielding investments and loans by increasing lower costing borrowings and reducing our holdings in lower yielding investments.


Off-Balance Sheet Activities
In the normal course of operations, we engage in a variety of financial transactions that are not recorded in our financial statements. These transactions involve varying degrees of off-balance sheet credit, interest rate and liquidity risks. These transactions are used primarily to manage customers' requests for funding and take the form of loan commitments and lines of credit. For the sixthree months ended December 31, 2016,September 30, 2017, we engaged in no off-balance sheet transactions likely to have a material effect on our financial condition, results of operations or cash flows.
A summary of our off-balance sheet commitments to extend credit at December 31, 2016,September 30, 2017, is as follows (in thousands):
Undisbursed portion of construction loans$180,794
Commitments to make loans$175,662
51,528
Unused lines of credit347,718
449,261
Unused letters of credit7,054
Total loan commitments$523,380
$688,637
Capital Resources
At December 31, 2016,September 30, 2017, stockholder's equity totaled $367.8$405.5 million. HomeTrust Bancshares, Inc. is a bank holding company and a financial holding company subject to regulation by the Federal Reserve. As a bank holding company, we are subject to capital adequacy requirements of the Federal Reserve under the Bank Holding Company Act of 1956, as amended and the regulations of the Federal Reserve. Our subsidiary, the Bank, an FDIC-insured, North Carolina state-chartered bank and a member of the Federal Reserve System, is supervised and regulated by the Federal Reserve and the NCCOB and is subject to minimum capital requirements applicable to state member banks established by the Federal Reserve that are calculated in a manner similar to those applicable to bank holding companies.
Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
At December 31, 2016,September 30, 2017, HomeTrust Bancshares, Inc. and the Bank each exceeded all regulatory capital requirements as of that date. Consistent with our goals to operate a sound and profitable organization, our policy is for the Bank to maintain a “well-capitalized” status under the regulatory


capital categories of the Federal Reserve. The Bank was categorized as "well-capitalized" at December 31, 2016September 30, 2017 under applicable regulatory requirements.


HomeTrust Bancshares, Inc. and the Bank's actual and required minimum capital amounts and ratios are as follows (dollars in thousands):
  Regulatory Requirements  Regulatory Requirements
Actual 
Minimum for Capital
Adequacy Purposes
 
Minimum to Be
Well Capitalized
Actual 
Minimum for Capital
Adequacy Purposes
 
Minimum to Be
Well Capitalized
Amount Ratio Amount Ratio Amount RatioAmount Ratio Amount Ratio Amount Ratio
HomeTrust Bancshares, Inc.                      
                      
As of December 31, 2016           
As of September 30, 2017           
Common Equity Tier I Capital to Risk-Weighted Assets$331,834
 14.87% $100,413
 4.50% $145,041
 6.50%$353,515
 12.91% $123,218
 4.50% $177,982
 6.50%
Tier I Capital (to Total Adjusted Assets)$331,834
 12.17% $109,093
 4.00% $136,367
 5.00%$353,515
 11.24% $125,819
 4.00% $157,274
 5.00%
Tier I Capital (to Risk-weighted Assets)$331,834
 14.87% $133,884
 6.00% $178,512
 8.00%$353,515
 12.91% $164,291
 6.00% $219,054
 8.00%
Total Risk-based Capital (to Risk-weighted Assets)$353,275
 15.83% $178,512
 8.00% $223,140
 10.00%$375,967
 13.73% $219,054
 8.00% $273,818
 10.00%
                      
As of June 30, 2016 
  
  
  
  
  
As of June 30, 2017 
  
  
  
  
  
Common Equity Tier I Capital to Risk-Weighted Assets$317,258
 14.39% $99,197
 4.50% $143,285
 6.50%$342,664
 13.07% $118,024
 4.50% $170,478
 6.50%
Tier I Capital (to Total Adjusted Assets)$317,258
 11.78% $107,687
 4.00% $134,609
 5.00%$342,664
 11.13% $123,149
 4.00% $153,936
 5.00%
Tier I Capital (to Risk-weighted Assets)$317,258
 14.39% $132,263
 6.00% $176,350
 8.00%$342,664
 13.07% $157,365
 6.00% $209,820
 8.00%
Total Risk-based Capital (to Risk-weighted Assets)$339,005
 15.38% $176,350
 8.00% $220,438
 10.00%$364,269
 13.89% $209,820
 8.00% $262,275
 10.00%
                      
HomeTrust Bank: 
  
  
  
  
  
 
  
  
  
  
  
                      
As of December 31, 2016 
  
  
  
  
  
As of September 30, 2017 
  
  
  
  
  
Common Equity Tier I Capital to Risk-Weighted Assets$280,861
 12.75% $99,134
 4.50% $143,194
 6.50%$314,645
 11.53% $122,774
 4.50% $177,340
 6.50%
Tier I Capital (to Total Adjusted Assets)$280,861
 10.38% $108,222
 4.00% $135,277
 5.00%$314,645
 10.05% $125,288
 4.00% $156,610
 5.00%
Tier I Capital (to Risk-weighted Assets)$280,861
 12.75% $132,179
 6.00% $176,238
 8.00%$314,645
 11.53% $163,698
 6.00% $218,265
 8.00%
Total Risk-based Capital (to Risk-weighted Assets)$302,116
 13.71% $176,238
 8.00% $220,298
 10.00%$336,974
 12.35% $218,265
 8.00% $272,831
 10.00%
                      
As of June 30, 2016 
  
  
  
  
  
As of June 30, 2017 
  
  
  
  
  
Common Equity Tier I Capital to Risk-Weighted Assets$280,598
 12.80% $98,634
 4.50% $142,471
 6.50%$305,216
 11.68% $117,560
 4.50% $169,809
 6.50%
Tier I Capital (to Total Adjusted Assets)$280,598
 10.50% $106,852
 4.00% $133,565
 5.00%$305,216
 9.97% $122,453
 4.00% $153,066
 5.00%
Tier I Capital (to Risk-weighted Assets)$280,598
 12.80% $131,512
 6.00% $175,349
 8.00%$305,216
 11.68% $156,747
 6.00% $208,996
 8.00%
Total Risk-based Capital (to Risk-weighted Assets)$302,271
 13.79% $175,349
 8.00% $219,187
 10.00%$326,635
 12.50% $208,996
 8.00% $261,245
 10.00%
In addition to the minimum common equity Tier 1 ("CET1"), Tier 1 and total risk-based capital ratios, HomeTrust Bancshares, Inc. and the Bank now have to maintain a capital conservation buffer consisting of additional CET1 capital above the required minimum levels in order to avoid limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses based on percentages of eligible retained income that could be utilized for such actions. This new capital conservation buffer requirement began to bewas phased in beginningstarting in January 2016 at 0.625% of risk-weighted assets and will increase each year until fully implemented to an amount equal to 2.5% of risk-weighted assets in January 2019. At September 30, 2017, the Bank’s CET1 capital exceeded the required capital conservation buffer of 1.25%.
Impact of Inflation
The effects of price changes and inflation can vary substantially for most financial institutions. While management believes that inflation affects the growth of total assets, it believes that it is difficult to assess the overall impact. Management believes this to be the case due to the fact that generally neither the timing nor the magnitude of the inflationary changes in the consumer price index ("CPI") coincides with changes in interest rates. The price of one or more of the components of the CPI may fluctuate considerably and thereby influence the overall CPI without having a corresponding effect on interest rates or upon the cost of those goods and services normally purchased by the Company. In years of high inflation and high interest rates, intermediate and long-term interest rates tend to increase, thereby adversely impacting the market values of investment securities, mortgage loans and other long-term fixed rate loans. In addition, higher short-term interest rates caused by inflation tend to increase the cost of funds. In other years, the opposite may occur.


Item 3.      Quantitative and Qualitative Disclosure About Market Risk
There has not been any material change in the market risk disclosures contained in our 20162017 Form 10-K.
Item 4.      Controls and Procedures
An evaluation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the "Act")) as of December 31, 2016,September 30, 2017, was carried out under the supervision and with the participation of the Company's Chief Executive Officer, Chief Financial Officer and several other members of the Company's senior management. The Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures in effect as of December 31, 2016,September 30, 2017, were effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Act is: (i) accumulated and communicated to the Company's management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. In addition, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Act) that occurred during the quarter ended December 31, 2016,September 30, 2017, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
The Company does not expect that its disclosure controls and procedures and internal control over financial reporting will prevent all error and all fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls may be circumvented by the individual acts of some persons, by collusion of two or more people, or by override of the control. The design of any control procedure also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.
PART II.  OTHER INFORMATION
Item 1.    Legal Proceedings
The "Litigation" section of Note 910 to the Consolidated Financial Statements included in Part I, Item 1 is incorporated herein by reference.
Item 1A.Risk Factors
There have been no material changes in the Risk Factors previously disclosed in Item 1A of the Company's 20162017 Form 10-K.
Item 2.Unregistered Sales of Equity Securities and use of Proceeds
(a) Not applicable
(b) Not applicable
(c) The following table below sets forthprovides information regarding HomeTrust Bancshares'about repurchases of common stock repurchasesby the Company during the three monthsquarter ended December 31, 2016.September 30, 2017:
Period
Total Number
Of Shares Purchased
 
Average
Price Paid per Share
 Total Number Of Shares Purchased as Part of Publicly Announced Plans 
Maximum
Number of
Shares that May
Yet Be Purchased Under thePublicly Announced Plans
OctoberJuly 1 - OctoberJuly 31, 20162017
 $
 
 443,155
NovemberAugust 1 - November 30, 2016August 31, 2017
 
 
 443,155
DecemberSeptember 1 - December 31, 2016September 30, 2017
 
 
 443,155
Total
 $
 
 443,155
On December 15, 2015 the Company announced that its Board of Directors had authorized the repurchase of up to 922,855 shares of the Company's common stock, representing 5% of the Company's outstanding shares at the time of the announcement. The shares may be purchased in the open market or in privately negotiated transactions, from time to time depending upon market conditions and other factors. As of December 31, 2016,September 30, 2017, 479,700 of the shares approved on December 15, 2015 were purchased at an average price of $18.00.


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


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 HomeTrust Bancshares, Inc.
   
   
Date: FebruaryNovember 9, 2017By:/s/ Dana L. Stonestreet
  Dana L. Stonestreet
  Chairman, President and CEO
  (Duly Authorized Officer)
   
Date: FebruaryNovember 9, 2017By:/s/ Tony J. VunCannon
  Tony J. VunCannon
  Executive Vice President, CFO, and Treasurer
  (Principal Financial and Accounting Officer)
   
   


EXHIBIT INDEX
Regulation S-K Exhibit NumberDocumentReference to Prior Filing or Exhibit Number Attached Hereto
2.1
Agreement and Plan of Merger, dated as of September 20, 2016, by and between HomeTrust Bancshares, Inc. and TriSummit Bancorp, Inc.

(a)
3.1Charter of HomeTrust Bancshares, Inc.(b)
3.2Articles Supplementary to the Charter of HomeTrust Bancshares, Inc. for HomeTrust Bancshares, Inc.'s Junior Participating Preferred Stock, Series A(c)
3.3Bylaws of HomeTrust Bancshares, Inc.(d)
4.1Tax Benefits Preservation Plan, dated as of September 25, 2012, between HomeTrust Bancshares, Inc. and Registrar and Transfer Company, as Rights Agent(e)
4.2Amendment No. 1, dated as of August 31, 2015, to Tax Benefit Preservation Plan, dated as of September 25, 2012, between HomeTrust Bancshares, Inc. and Computershare Trust Company, N.A., as successor rights agent to Registrar and Transfer Company(m)
10.1Employment Agreement entered into between HomeTrust Bancshares, Inc. and F. Edward Broadwell, Jr.(b)
10.2Amended and Restated Employment Agreement entered into between HomeTrust Bancshares, Inc. and Dana L. Stonestreet(e)
10.3Employment Agreement entered into between HomeTrust Bancshares, Inc. and each of Tony J. VunCannon and Howard L. Sellinger(b)
10.4Employment Agreement entered into between HomeTrust Bancshares, Inc. and C. Hunter Westbrook(f)
10.5Employment Agreement between HomeTrust Bank and Sidney A. Biesecker(b)
10.6Employment Agreement between HomeTrust Bank and Stan Allen(b)
10.7HomeTrust Bank Executive Supplemental Retirement Income Master Agreement ("SERP")(b)
10.7ASERP Joinder Agreement for F. Edward Broadwell, Jr.(b)
10.7BSERP Joinder Agreement for Dana L. Stonestreet(b)
10.7CSERP Joinder Agreement for Tony J. VunCannon(b)
10.7DSERP Joinder Agreement for Howard L. Sellinger(b)
10.7ESERP Joinder Agreement for Stan Allen(b)
10.7FSERP Joinder Agreement for Sidney A. Biesecker(b)
10.7GSERP Joinder Agreement for Peggy C. Melville(b)
10.7HSERP Joinder Agreement for William T. Flynt(b)
10.7IAmended and Restated Supplemental Income Agreement between HomeTrust Bank, as successor to Industrial Federal Savings Bank, and Sidney Biesecker(g)
10.8HomeTrust Bank Director Emeritus Plan ("Director Emeritus Plan")(b)
10.8ADirector Emeritus Plan Joinder Agreement for William T. Flynt(b)
10.8BDirector Emeritus Plan Joinder Agreement for J. Steven Goforth(b)
10.8CDirector Emeritus Plan Joinder Agreement for Craig C. Koontz(b)
10.8DDirector Emeritus Plan Joinder Agreement for Larry S. McDevitt(b)
10.8EDirector Emeritus Plan Joinder Agreement for F.K. McFarland, III(b)
10.8FDirector Emeritus Plan Joinder Agreement for Peggy C. Melville(b)
10.8GDirector Emeritus Plan Joinder Agreement for Robert E. Shepherd, Sr.(b)
10.9HomeTrust Bank Defined Contribution Executive Medical Care Plan(b)
10.10HomeTrust Bank 2005 Deferred Compensation Plan(b)
10.11HomeTrust Bank Pre-2005 Deferred Compensation Plan(b)
10.12HomeTrust Bancshares, Inc. Strategic Operating Committee Incentive Plan(n)
10.13HomeTrust Bancshares, Inc. 2013 Omnibus Incentive Plan ("Omnibus Incentive Plan")(h)
10.14Form of Incentive Stock Option Award Agreement under Omnibus Incentive Plan(i)
Regulation S-K Exhibit NumberDocumentReference to Prior Filing or Exhibit Number Attached Hereto
   
2.1

(a)
3.1(b)
3.2(c)
3.3(d)
4.1(e)
4.2(m)
10.110.1
10.2(e)
10.3(b)
10.4(f)
10.5(b)
10.6(b)
10.7(b)
10.7A(b)
10.7B(b)
10.7C(b)
10.7D(b)
10.7E(b)
10.7F(b)
10.7G(b)
10.7H(b)
10.7I(g)
10.8(b)
10.8A(b)
10.8B(b)
10.8C(b)
10.8D(b)
10.8E(b)
10.8F(b)
10.8G(b)
10.9(b)
10.10(b)
10.11(b)
10.12(n)
10.13(h)
10.14(i)
10.15(i)


10.15Form of Non-Qualified Stock Option Award Agreement under Omnibus Incentive Plan(i)
10.16Form of Stock Appreciation Right Award Agreement under Omnibus Incentive Plan(i)(i)
10.17Form of Restricted Stock Award Agreement under Omnibus Incentive Plan(i)(i)
10.18Form of Restricted Stock Unit Award Agreement under Omnibus Incentive Plan(i)(i)
10.19Fully Restated Employment Agreement between HomeTrust Bank and Anderson L. Smith(j)(j)
10.20Amended and Restated Jefferson Federal Bank Supplemental Executive Retirement Plan(k)(k)
10.21Money Purchase Deferred Compensation Agreement, dated as of September 1, 1987, between HomeTrust Bank and F. Edward Broadwell, Jr.(l)(l)
10.22Retirement Payment Agreement, dated as of September 1, 1987, between HomeTrust Bank and F. Edward Broadwell, Jr., as amended(l)(l)
10.23Retirement Payment Agreement, dated as of September 1, 1987, between HomeTrust Bank and Larry S. McDevitt, as amended(l)(l)
10.24Retirement Payment Agreement, dated as of September 1, 1987, between HomeTrust Bank and Peggy C. Melville, as amended(l)(l)
10.25Retirement Payment Agreement, dated as of August 1, 1988, between HomeTrust Bank and Robert E. Shepherd, Sr., as amended(l)(l)
10.26Retirement Payment Agreement, dated as of May 1, 1991, between HomeTrust Bank and William T. Flynt, as amended(l)(l)
10.27Offer Letter between HomeTrust Bank and Keith J. Houghton(n)(n)
10.28Form of Relocation Repayment Agreement between HomeTrust Bank and Keith J. Houghton(n)(n)
10.29Form of Change in Control Severance Agreement between HomeTrust Bancshares, Inc. and each of Keith J. Houghton, R. Parrish Little, and Teresa White(o)(o)
31.1Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.131.1
31.2Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.231.2
32Certificate of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.032.0
101The following materials from HomeTrust Bancshares' Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, formatted in Extensible Business Reporting Language (XBRL): (a) Consolidated Balance Sheets; (b) Consolidated Statements of Income; (c) Consolidated Statements of Comprehensive Income; (d) Consolidated Statements of Changes in Stockholders' Equity; (e) Consolidated Statements of Cash Flows; and (f) Notes to Consolidated Financial Statements.
101The following materials from HomeTrust Bancshares' Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, formatted in Extensible Business Reporting Language (XBRL): (a) Consolidated Balance Sheets; (b) Consolidated Statements of Income; (c) Consolidated Statements of Comprehensive Income; (d) Consolidated Statements of Changes in Stockholders' Equity; (e) Consolidated Statements of Cash Flows; and (f) Notes to Consolidated Financial Statements.
101
(a)Attached as Appendix A to the proxy statement/prospectus filed by HomeTrust Bancshares on November 2, 2016 pursuant to Rule 424(b) of the Securities Act of 1933.
(b)Filed as an exhibit to HomeTrust Bancshares's Registration Statement on Form S-1 (File No. 333-178817) filed on December 29, 2011.
(c)Filed as an exhibit to HomeTrust Bancshares's Current Report on Form 8-K filed on September 25, 2012 (File No. 001-35593).
(d)Filed as an exhibit to HomeTrust Bancshares's Current Report on Form 8-K filed on January 29, 2014 (File No. 001-35593).
(e)Filed as an exhibit to HomeTrust Bancshares's Current Report on Form 8-K filed on November 27, 2013 (File No. 001-35593).
(f)Filed as an exhibit to HomeTrust Bancshares's Annual Report on Form 10-K for the fiscal year ended June 30, 2012 (File No. 001-35593).
(g)Filed as an exhibit to Amendment No. One to HomeTrust Bancshares's Registration Statement on Form S-1 (File No. 333-178817) filed on March 9, 2012.
(h)Attached as Appendix A to HomeTrust Bancshares's definitive proxy statement filed on December 5, 2012 (File No. 001-35593).
(i)Filed as an exhibit to HomeTrust Bancshares's Registration Statement on Form S-8 (File No. 333-186666) filed on February 13, 2013.
(j)Filed as an exhibit to HomeTrust Bancshares's Current Report on Form 8-K filed on June 3, 2014 (File No. 001-35593).
(k)Filed as an exhibit to Jefferson Bancshares, Inc.'s Quarterly Report on Form 10-Q for the quarter ended December 31, 2008 (File No. 000-50347).
(l)Filed as an exhibit to HomeTrust Bancshares's Annual Report on Form 10-K for the fiscal year ended June 30, 2014 (File No. 001-35593).
(m)Filed as an exhibit to HomeTrust Bancshares's Current Report on Form 8-K filed on August 31, 2015 (File No. 001-35593)
(n)Filed as an exhibit to HomeTrust Bancshares's Annual Report on Form 10-K for the fiscal year ended June 30, 2015 (File No. 001-35593).
(o)Filed as an exhibit to HomeTrust Bancshares's Current Report on Form 8-K filed on January 29, 2016 (File No. 001-35593)


5047