Report of Independent Registered Public Accounting Firm
To the Trustees, Plan Administrator and Plan Participants
Home Bank, N.A. Profit Sharing and 401(K) Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Home Bank, N.A. Profit Sharing and 401(K) Plan (the “Plan”) as of December 31, 2022 and 2021, and the related statement of changes in net assets available for benefits for the year ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2022 and 2021, and the changes in net assets available for benefits for the year ended December 31, 2022 in conformity with accounting principles generally accepted in the United States.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplementary Information
The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2022, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information.
In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Wipfli LLP
We have served as the Plan's auditor since 2014.
June 23, 2023
Atlanta, Georgia
Notes to Financial Statements
1.Plan Description
General
The following description of the Home Bank, N. A. Profit Sharing and 401(k) Plan (the “Plan”) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
The Plan is a defined contribution plan covering all employees who are at least 21 years old and who have three months of service with Home Bank, N. A. (the “Bank”), the sponsor of the Plan and wholly-owned subsidiary of Home Bancorp, Inc. The Plan is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
Contributions
Eligible participants may elect to contribute, on a pre-tax basis, up to 75% of their compensation, as defined in the Plan document, subject to certain limitations. Participants are also allowed to make rollover contributions from other qualified plans. The Plan provides for automatic enrollment contributions for eligible participants of 6% of their compensation, unless the eligible employee affirmatively elects otherwise. The deferral percentage is increased annually by 1% limited to 8% unless the eligible participant affirmatively elects otherwise.
The Bank may make a discretionary profit sharing contribution as determined each year. No profit sharing contributions were made for the year ended December 31, 2022. Effective January 1, 2017, the Plan was amended to make safe harbor matching contributions equal to 100% of employee deferral contributions that are not over 2% of compensation, plus 50% of the employee deferral contributions that are over 2% of compensation but are not over 6% of compensation. Participants age 50 or older may also make catch-up contributions up to limits specified under the Internal Revenue Code (“IRC”), but such contributions are not taken into account for purposes of determining the Bank’s matching contribution.
Vesting
Participants are immediately vested in their elective deferral and rollover contributions plus actual earnings thereon. Vesting in the employer’s safe harbor matching contributions is based on years of continuous service. A participant is 100% vested in safe harbor matching contributions after two years of credited service. Vesting in the employer’s matching, other than safe harbor matching contributions, and discretionary contribution portions of their accounts plus actual earnings thereon is based on years of continuous service. A participant is 100% vested after six years of credited service. Prior to death or retirement, participants vest in employer contributions and related earnings in accordance with the following schedule:
| | | | | | | | |
| Years of Service | | Vested Percent |
| Less than 2 years | | - % |
| 2 years | | 20 |
| 3 years | | 40 |
| 4 years | | 60 |
| 5 years | | 80 |
| 6 or more years | | 100 |
On the occurrence of death, disability, retirement or Plan termination, a participant becomes fully vested in employer contributions and related earnings.
Payment of Benefits
Participants may elect to receive their account value in the form of an annuity, a lump-sum distribution or, if eligible, in the form of an IRA rollover when they terminate employment or because of death, disability or retirement. Participants may also transfer their account balance to another tax deferred qualified plan. In accordance with the Plan provisions, hardship withdrawals and certain in-service distributions may be made by the Plan.
Participant Accounts
Individual accounts are maintained for each of the Plan’s participants to reflect the participant’s contributions, the Bank’s matching contributions and allocations of the Plan’s investment income or losses and administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Forfeited Accounts
At December 31, 2022 and 2021, the Plan had forfeited nonvested accounts of $3,626 and $8,504, respectively. In 2022, administrative expenses of $34,412 were paid from forfeited nonvested accounts.
Notes Receivable from Participants
Participants may borrow from their accounts in amounts ranging from a minimum of $1,000 to a maximum of 50% of the account balance, not to exceed $50,000. Loan maturities generally range from one to five years, but may extend up to ten years for the purchase of a primary residence. The loans are collateralized by the balance in the participant’s account. The outstanding loan balances carried an interest rate of 7.00% for both 2022 and 2021. Principal and interest are paid ratably through bi-weekly payroll deductions.
Investment Options
Under the provisions of the Plan, participating employees may direct contributions to various investment options, including mutual funds, pooled separate accounts and a common stock fund for Home Bancorp, Inc. The Home Bancorp, Inc. Stock Fund holds common stock of Home Bancorp, Inc. and uninvested cash to meet certain distributions and, on a short-term basis, pending investment in additional Home Bancorp, Inc. common stock. Participants have the ability to change investment elections and transfer funds among the various fund options on a daily basis.
2.Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared using the accrual method of accounting and all assets of the Plan are participant directed.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
The Plan's investments in registered investment companies, common stock and pooled separate accounts are stated at fair value. See Note 5 for a discussion of fair value measurements. The Plan's guaranteed investment contract is reported at contract value. See Note 3 for a discussion of the investments reported at contract value.
Purchases and sales of investments are recorded on a trade date basis. Dividends are recorded on the ex-dividend date.
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued unpaid interest. Interest on notes receivable from participants is accrued as earned using the interest method over the life of the note.
Administrative Expenses
Investment management fees and administrative fees related to recordkeeping are charged against the earnings of the investment fund in which the participant funds are invested. Fees for certain transactions, such as withdrawals and loan processing, are charged directly to the account of the participant reporting such a transaction. All other administrative expenses of the Plan are paid by the Bank, the Plan's Sponsor.
Payment of Benefits
Benefits are recorded when paid.
3.Fixed Income Guaranteed Option
As of December 31, 2022 and 2021, the Plan invests in a fully-benefit responsive guaranteed investment contract (“GIC”) with Principal Life Insurance Company, a guaranteed general-asset backed group annuity contract. The Plan’s portion of the net assets available for benefits attributable to the GIC are reported at contract value. Contract value represents the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan, which approximates fair value.
The issuer of the GIC maintains the contributions in a general account. The GIC does not have specific underlying assets assigned. The GIC issuer is contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Plan. No redemption fees, early withdrawal charges, or market value adjustments are charged on participant transfers of assets into or out of the contract. There are no events in which the issuer can terminate the GIC with the Plan and settle at an amount different from contract value. However, a 5% surrender charge may apply in the event the Plan liquidates or transfers its interest in the GIC.
Certain events limit the ability of the Plan to transact at contract value with the issuer. Such events include: (1) changes to the Plan’s policy on transfers to competing investment options or the related equity wash provision and (2) termination of the Plan’s interest in the GIC by the Plan’s administrator. The Plan Administrator does not believe that the occurrence of any such event is probable.
For the years ended December 31, 2022 and 2021, the average yield of the Principal Fixed Income Guaranteed Option Contract was approximately 1.53% and 1.60%, respectively, based on actual interest earnings credited to participants.
4.Investments that Calculate Net Asset Value ("NAV")
The Plan's investments in pooled separate accounts are valued at NAV of the shares held at year-end. NAV is derived from the quoted market prices of the underlying securities and short-term cash investments. These investment options are available through a group annuity contract with the Principal Life Insurance Company. Principal Life Insurance Company reserves the right to defer payments or transfers from Principal Life Separate Accounts as described in the group annuity contracts providing access to the Separate Accounts or as required by applicable law. Such deferment will be based on factors that may include situations such as: unstable or disorderly financial markets; investment conditions which do not allow for orderly investment transactions; or investment, liquidity, and other risks. If a participant
elects to allocate funds to a pooled separate account, the participant may not be able to immediately withdraw the funds.
Pooled separate account investments allow one transfer per 30 day period. The transfer restriction applies to all participant directed transfers out of this investment, including non-scheduled rebalancing activity. Once the number of allowed transfers out is met, participants are not allowed to transfer back into this investment option until the holding period elapses. Contributions into the investment option are not impacted.
5.Fair Value Measurements
The FASB ASC 820, Fair Value Measurements and Disclosures, provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows:
Level 1 - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the plan has the ability to access.
Level 2 - Inputs to the valuation methodology include:
•quoted prices for similar assets or liabilities in active markets;
•quoted prices for identical or similar assets or liabilities in inactive markets;
•inputs other than quoted prices that are observable for the asset or liability;
•inputs that are derived principally from or corroborated by observable market data by correlation or other means.
If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The Plan uses appropriate valuation techniques based on the available inputs to measure the fair value of its investments. The asset’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. When available, valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs.
Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the valuation methodologies used at December 31, 2022 and 2021.
•Registered investment companies: Valued based on quoted prices in an active market that represent the net asset value of shares held by the Plan at year end.
•Affiliated stock: The Home Bancorp Inc.Stock Fund is an account comprised of common stock of Home Bancorp, Inc. and short-term cash investments. The fund is valued based on the closing
price of Home Bancorp, Inc.'s common stock quoted on the active market and the fair value of short-term cash investments.
•Pooled separate accounts: Valued at NAV of shares held by the Plan at year-end, provided by the administrator of the fund. NAV of pooled separate accounts are the basis for current transactions and available via investor online reporting.
Based on management's interpretation of the guidance under ASC 820, investments measured at net asset value (i.e. pooled separate accounts) are now classified in the fair value hierarchy because these investments are considered to have readily determinable fair value. The NAV of pooled separate accounts are considered determinable and published to current and prospective investors and are the basis for current transactions. Prior to 2020, management applied the practical expedient in accordance with Subtopic 820-10, which allows certain investments without readily determinable fair value to be measured at net asset value per share (or its equivalent) as a practical expedient and exclude these investments from the fair value hierarchy. This change is only a change in the classification of the related investments. There have been no changes in the inputs or valuation methodologies used to calculated the NAV of the assets.
The Plan’s investments, excluding the guaranteed investment contract, are reported at fair value in the accompanying statement of net assets available for benefits. The methods used to measure fair value may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of the date indicated:
| | | | | | | | | | | | | | | | | | | | | | | |
| Value at December 31, 2022 | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) |
| Registered investment companies | $ | 17,532,505 | | | $ | 17,532,505 | | | $ | — | | | $ | — | |
| Affiliated stock | 8,775,386 | | | 8,775,386 | | | — | | | — | |
Investments measured at NAV | 7,987,567 | | | 7,987,567 | | | — | | | — | |
| | | | | | | |
| | | | | | | |
| Total | $ | 34,295,458 | | | $ | 34,295,458 | | | $ | — | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Value at December 31, 2021 | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) |
| Registered investment companies | $ | 18,333,023 | | | $ | 18,333,023 | | | $ | — | | | $ | — | |
| Affiliated stock | 8,970,104 | | | 8,970,104 | | | — | | | — | |
Investments measured at NAV | 10,227,776 | | | 10,227,776 | | | — | | | — | |
| | | | | | | |
| | | | | | | |
| Total | $ | 37,530,903 | | | $ | 37,530,903 | | | $ | — | | | $ | — | |
6.Risks and Uncertainties
The Plan provides for various investments in registered investment companies, pooled separate accounts, a guaranteed investment contract and common stock of Home Bancorp, Inc. Investment securities, in general, are exposed to various risks, such as overall market volatility, credit and interest rate risk. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term, and that such change could materially affect the value of participants’ account balances and the amounts to be reported in the statements of net assets available for benefits for future periods.
7.Related Party and Party-in-Interest Transactions
The Plan invests in Home Bancorp, Inc. common stock, the parent company of the plan sponsor; these transactions qualify as related party transactions, which are exempt from the prohibited transaction rules. Fees incurred by the Plan for investment management services are paid to the trustee, and other fees related to the Plan's operations are paid by the Plan sponsor.
Certain Plan investments are held in pooled separate accounts and a guaranteed investment contract managed by Principal Life Insurance Company. Since Principal Life Insurance Company is the Plan custodian, these transactions qualify as party-in-interest transactions.
Cost for services related to Plan administration (which qualify as party-in-interest transactions) paid for by the Plan amounted to $144,152 for the year ended December 31, 2022.
The above party-in-interest transactions, as well as, notes receivable from participants, are not considered prohibited transactions by statutory exemptions under ERISA regulations.
8.Tax Status
The Internal Revenue Service has determined and informed the Bank by a determination letter dated March 17, 2017, that the Plan, as designed, was in accordance with applicable sections of the IRC. Though the Plan has been amended since receiving the determination letter, the Plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC, and, therefore, believe that the Plan is qualified and tax exempt.
The Plan had no uncertain tax positions at December 31, 2022 or 2021. Therefore, no provision or liability for income taxes has been recorded in the financial statements.
9.Plan Termination
While it has not expressed any intention to do so, the Bank has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100% vested in their employer contributions.
10.Subsequent Events
Management has evaluated subsequent events for potential recognition or disclosure in the financial statements through June 23, 2023, the date on which the financial statements were available to be issued. Management has determined that no significant events occurred after December 31, 2022, but prior to the issuance of these financial statements, that would have a material impact on its financial statements.
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