UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2010
or
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from _____ to _____ |
Commission File Number: 001-33795
HOME FEDERAL BANCORP, INC.
(Exact name of registrant as specified in its charter)
Maryland | 68-0666697 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
| |
500 12th Avenue South, Nampa, Idaho | 83651 |
(Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code: | (208) 466-4634 |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [ ] 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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] | | Accelerated filer [X] |
Non-accelerated filer [ ] | | Smaller reporting company [ ] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: Common Stock, $.01 par value per share, 16,687,760 shares outstanding as of August 6, 2010.
Explanatory Note
Home Federal Bancorp, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A to amend its Quarterly Report on Form 10-Q as of and for the quarter ended June 30, 2010 that was originally filed with the Securities and Exchange Commission on August 9, 2010 (“Form 10-Q”). The Company is filing this Amendment No. 1 to Part I- Financial Information –Item 1 Financial Statements to provide additional disclosure about the Company’s processes and procedures related to its troubled debt restructurings and impaired loans on page 14.
No other changes have been made to the Form 10-Q. This Form 10-Q/A speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update the Company's financial condition or results of operations disclosed in the Form 10-Q.
Item 1. Financial Statements
HOME FEDERAL BANCORP, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (In thousands, except share data) (Unaudited) | June 30, 2010 | | September 30, 2009 |
| | | |
ASSETS | | | |
Cash and due from depository institutions | $161,735 | | $ 46,783 |
Federal funds sold | 8,500 | | 3,170 |
Cash and cash equivalents | 170,235 | | 49,953 |
Investment securities available for sale, at fair value | 163,650 | | 169,320 |
Loans held for sale | 2,494 | | 862 |
Loans receivable, net of allowance for loan losses of $17,872 | | | |
and $28,735 | 456,879 | | 510,629 |
Accrued interest receivable | 2,330 | | 2,781 |
Property and equipment, net | 27,122 | | 20,462 |
Bank owned life insurance | 12,330 | | 12,014 |
Federal Home Loan Bank of Seattle (“FHLB”) stock, at cost | 10,326 | | 10,326 |
Real estate and other property owned | 12,308 | | 18,391 |
FDIC indemnification receivable, net | 7,607 | | 30,038 |
Other assets | 3,941 | | 3,123 |
TOTAL ASSETS | $869,222 | | $827,899 |
| | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | |
LIABILITIES | | | |
Deposit accounts: | | | |
Noninterest-bearing demand deposits | $ 70,718 | | $ 68,155 |
Interest-bearing demand deposits | 225,128 | | 176,049 |
Savings deposits | 51,304 | | 41,757 |
Certificates of deposit | 227,729 | | 228,897 |
Total deposit accounts | 574,879 | | 514,858 |
Advances by borrowers for taxes and insurance | 518 | | 1,132 |
Interest payable | 560 | | 553 |
FHLB advances and other borrowings | 73,536 | | 84,737 |
Deferred compensation | 5,395 | | 5,260 |
Deferred tax liability, net | 2,714 | | 5,571 |
Other liabilities | 5,788 | | 6,123 |
Total liabilities | 663,390 | | 618,234 |
| | | |
STOCKHOLDERS’ EQUITY | | | |
Serial preferred stock, $.01 par value; 10,000,000 authorized; | | | |
Issued and outstanding, none | - | | - |
Common stock, $.01 par value; 90,000,000 authorized; | | | |
Issued and outstanding: | | | |
17,460,311 issued, 16,687,760 outstanding June 30, 2010 | | | |
17,445,311 issued, 16,698,168 outstanding September 30, 2009 | 167 | | 167 |
Additional paid-in capital | 152,272 | | 150,782 |
Retained earnings | 58,019 | | 64,483 |
Unearned shares issued to employee stock ownership plan | (8,917) | | (9,699) |
Accumulated other comprehensive income | 4,291 | | 3,932 |
Total stockholders’ equity | 205,832 | | 209,665 |
| | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $869,222 | | $827,899 |
| | | |
HOME FEDERAL BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share data) (Unaudited) | Three Months Ended June 30, | | | Nine Months Ended June 30, | |
| 2010 | | | 2009 | | | 2010 | | | 2009 | |
Interest and dividend income: | | | | | | | | | | | |
Loans, including fees | $6,918 | | | $ 6,418 | | | $21,054 | | | $20,337 | |
Investment securities | 1,479 | | | 1,983 | | | 4,831 | | | 6,311 | |
Other interest and dividends | 104 | | | 9 | | | 240 | | | 20 | |
Total interest and dividend income | 8,501 | | | 8,410 | | | 26,125 | | | 26,668 | |
Interest expense: | | | | | | | | | | | |
Deposits | 1,781 | | | 1,629 | | | 5,129 | | | 5,389 | |
FHLB advances and other borrowings | 792 | | | 1,068 | | | 2,385 | | | 3,861 | |
Total interest expense | 2,573 | | | 2,697 | | | 7,514 | | | 9,250 | |
Net interest income | 5,928 | | | 5,713 | | | 18,611 | | | 17,418 | |
Provision for loan losses | 3,300 | | | 3,450 | | | 6,375 | | | 8,085 | |
Net interest income after provision for loan losses | 2,628 | | | 2,263 | | | 12,236 | | | 9,333 | |
Noninterest income: | | | | | | | | | | | |
Service charges and fees | 2,325 | | | 2,008 | | | 6,735 | | | 6,009 | |
Gain on sale of loans | 125 | | | 416 | | | 433 | | | 1,013 | |
Increase in cash surrender value of bank owned life insurance | 105 | | | 107 | | | 316 | | | 317 | |
Other, net | 341 | | | 80 | | | 756 | | | 78 | |
Total noninterest income | 2,896 | | | 2,611 | | | 8,240 | | | 7,417 | |
Noninterest expense: | | | | | | | | | | | |
Compensation and benefits | 4,660 | | | 3,594 | | | 13,966 | | | 10,948 | |
Occupancy and equipment | 979 | | | 804 | | | 3,023 | | | 2,303 | |
Data processing | 929 | | | 654 | | | 2,526 | | | 1,773 | |
Advertising | 233 | | | 211 | | | 775 | | | 656 | |
Postage and supplies | 173 | | | 126 | | | 516 | | | 409 | |
Professional services | 391 | | | 236 | | | 1,375 | | | 870 | |
Insurance and taxes | 423 | | | 783 | | | 1,461 | | | 1,244 | |
Provision for losses on real estate and other property owned | 418 | | | 367 | | | 2,509 | | | 528 | |
Other | 462 | | | 239 | | | 1,160 | | | 888 | |
Total noninterest expense | 8,668 | | | 7,014 | | | 27,311 | | | 19,619 | |
Loss before income taxes | (3,144 | ) | | (2,014 | ) | | (6,835 | ) | | (2,869 | ) |
Income tax benefit | (1,203 | ) | | (894 | ) | | (2,654 | ) | | (1,298 | ) |
Loss before extraordinary item | (1,941 | ) | | (1,246 | ) | | (4,181 | ) | | (1,571 | ) |
Extraordinary gain on acquisition, less income taxes of $195 | - | | | - | | | 305 | | | - | |
Net loss | $(1,941 | ) | | $ (1,246 | ) | | $ (3,876 | ) | | $ (1,571 | ) |
| | | | | | | | | | | |
Loss per common share before extraordinary item: | | | | | | | | | | | |
Basic | $ (0.12 | ) | | $ (0.08 | ) | | $ (0.27 | ) | | $ (0.10 | ) |
Diluted | (0.12 | ) | | (0.08 | ) | | (0.27 | ) | | (0.10 | ) |
Loss per common share after extraordinary item: | | | | | | | | | | | |
Basic | $ (0.12 | ) | | $ (0.08 | ) | | $ (0.25 | ) | | $ (0.10 | ) |
Diluted | (0.12 | ) | | (0.08 | ) | | (0.25 | ) | | (0.10 | ) |
Weighted average number of shares outstanding: | | | | | | | | | | | |
Basic | 15,543,199 | | | 15,352,714 | | | 15,491,203 | | | 15,742,102 | |
Diluted | 15,543,199 | | | 15,352,714 | | | 15,491,203 | | | 15,742,102 | |
| | | | | | | | | | | |
Dividends declared per share: | $ 0.055 | | | $ 0.055 | | | $ 0.165 | | | $ 0.165 | |
HOME FEDERAL BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY AND COMPREHENSIVE
INCOME (LOSS)
(In thousands, except share data) (Unaudited)
| Common Stock | Additional Paid-In Capital | Retained Earnings | Unearned Shares Issued to Employee Stock Ownership Plan (“ESOP”) | Accumulated Other Comprehensive Income (Loss) | Total |
Shares | | Amount |
Balance at September 30, 2008 | 17,374,161 | | $174 | $157,205 | $59,813 | $(10,605) | $ (1,400) | $205,187 |
Restricted stock issued, net of forfeitures | 159,115 | | 2 | (2) | | | | - |
ESOP shares committed to be released | | | | 63 | | 906 | | 969 |
Exercise of stock options | 32,862 | | | 353 | | | | 353 |
Share-based compensation | | | | 1,088 | | | | 1,088 |
Treasury shares purchased | (867,970 | ) | (9) | (7,888) | | | | (7,897) |
Dividends paid ($0.220 per share) | | | | | (3,456) | | | (3,456) |
Tax adjustment from equity compensation plans | | | | (37) | | | | (37) |
Comprehensive income: | | | | | | | | |
Loss before extraordinary item | | | | | (7,165) | | | (7,165) |
Extraordinary gain, net of tax | | | | | 15,291 | | | 15,291 |
Other comprehensive income: | | | | | | | | |
Change in unrealized holding gain on securities available for sale, net of taxes of $3,473 | | | | | | | 5,210 | 5,210 |
Adjustment for realized losses, net of taxes of $81 | | | | | | | 122 | 122 |
Comprehensive income | | | | | | | | 13,458 |
Balance at September 30, 2009 | 16,698,168 | | 167 | 150,782 | 64,483 | (9,699) | 3,932 | 209,665 |
Restricted stock forfeited, net of new issuance | (25,408 | ) | | (70) | | | | (70) |
ESOP shares committed to be released | | | | 351 | | 782 | | 1,133 |
Exercise of stock options | 15,000 | | | 161 | | | | 161 |
Share-based compensation | | | | 1,032 | | | | 1,032 |
Tax adjustment from equity compensation plans | | | | 16 | | | | 16 |
Dividends paid ($0.165 per share) | | | | | (2,588) | | | (2,588) |
Comprehensive income: | | | | | | | | |
Loss before extraordinary item | | | | | (4,181) | | | (4,181) |
Extraordinary gain, net of tax | | | | | 305 | | | 305 |
Other comprehensive income: | | | | | | | | |
Change in unrealized holding gain on securities available for sale, net of taxes of $225 | | | | | | | 359 | 359 |
Comprehensive loss | | | | | | | | (3,517) |
Balance at June 30, 2010 | 16,687,760 | | $167 | $152,272 | $58,019 | $ (8,917) | $ 4,291 | $205,832 |
HOME FEDERAL BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) | Nine Months Ended June 30, | |
| 2010 | | 2009 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | |
Net loss | $ (3,876 | ) | $ (1,571 | ) |
Adjustments to reconcile net loss to cash provided by operating activities: | | | | |
Depreciation and amortization | 1,541 | | 1,294 | |
Net amortization of premiums and discounts on investments | 336 | | 9 | |
(Gain) Loss on sale of fixed assets and repossessed assets | (161 | ) | 82 | |
Gain on sale of securities available for sale | - | | (51 | ) |
ESOP shares committed to be released | 1,133 | | 691 | |
Share-based compensation | 962 | | 730 | |
Provision for loan losses | 6,375 | | 8,085 | |
Provision for losses on real estate and other property owned | 2,509 | | 552 | |
Accrued deferred compensation expense, net | 135 | | 28 | |
Net deferred loan fees | (58 | ) | (77 | ) |
Deferred income tax benefit | (3,082 | ) | (2,598 | ) |
Net gain on sale of loans | (433 | ) | (1,013 | ) |
Proceeds from sale of loans held for sale | 19,239 | | 56,151 | |
Originations of loans held for sale | (20,439 | ) | (57,371 | ) |
Net decrease in value of mortgage servicing rights | - | | 105 | |
Increase in cash surrender value of bank owned life insurance | (316 | ) | (316 | ) |
Change in assets and liabilities: | | | | |
Interest receivable | 451 | | 472 | |
Other assets | 2,135 | | 368 | |
Interest payable | 7 | | (182 | ) |
Other liabilities | (319 | ) | 154 | |
Net cash provided by operating activities | 6,139 | | 5,542 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | |
Proceeds from repayments of mortgage-backed securities available for sale | 30,298 | | 26,931 | |
Proceeds from sales of mortgage-backed securities available for sale | 2,637 | | 1,203 | |
Purchases of mortgage-backed securities available for sale | (16,388 | ) | (2,734 | ) |
Purchase of securities available for sale | (19,128 | ) | - | |
Proceeds from maturities and calls of securities available for sale | 8,500 | | - | |
Maturity of certificate of deposit | - | | 5,000 | |
Sale of mortgage servicing rights | - | | 1,602 | |
Reimbursement of loan losses under loss share agreement | 19,455 | | - | |
Purchases of property and equipment | (8,229 | ) | (3,088 | ) |
Net decrease in loans | 39,990 | | 23,910 | |
Proceeds from sale of fixed assets and real estate and other property owned | 11,229 | | 1,090 | |
Net cash provided by investing activities | 68,364 | | 53,914 | |
| | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | |
Net increase in deposits | 60,021 | | 3,071 | |
Net decrease in advances by borrowers for taxes and insurance | (614 | ) | (797 | ) |
Proceeds from FHLB advances | - | | 18,000 | |
Repayment of FHLB advances | (15,390 | ) | (67,582 | ) |
Net proceeds from other borrowings | 4,189 | | 1,501 | |
Proceeds from exercise of stock options | 161 | | 353 | |
Repurchases of common stock | - | | (7,895 | ) |
Dividends paid | (2,588 | ) | (2,599 | ) |
Net cash provided (used) by financing activities | 45,779 | | (55,948 | ) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 120,282 | | (3,508 | ) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 49,953 | | 23,270 | |
CASH AND CASH EQUIVALENTS, END OF PERIOD | $170,235 | | $ 26,778 | |
| | | | |
(Continued)
HOME FEDERAL BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (In thousands) (Unaudited) | Nine Months Ended June 30, |
| 2010 | | 2009 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | | | |
Cash paid during the period for: | | | |
Interest | $7,507 | | $9,433 |
Taxes | 430 | | 2,545 |
| | | |
NONCASH INVESTING AND FINANCING ACTIVITIES: | | | |
Acquisition of real estate and other assets in settlement of loans | $11,045 | | $9,682 |
Fair value adjustment to securities available for sale, net of taxes | 359 | | 3,804 |
HOME FEDERAL BANCORP, INC. AND SUBSIDIARY
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Basis of Presentation
The consolidated financial statements presented in this quarterly report include the accounts of Home Federal Bancorp, Inc., a Maryland corporation (the “Company”), and its wholly-owned subsidiary, Home Federal Bank (the “Bank”), which is headquartered in Nampa, Idaho. The financial statements of the Company have been prepared in conformity with U.S. generally accepted accounting principles for interim financial information and are unaudited. All significant intercompany transactions and balances have been eliminated. In the opinion of the Company’s management, all adjustments consisting of normal recurring adjustments necessary for a fair presentation of the financial condition and results of operations for the interim periods included herein have been made. Operating results for the nine month period ended June 30, 2010, are not necessarily indicative of the results that may be expected for the year ending September 30, 2010.
Certain information and note disclosures normally included in the Company’s annual consolidated financial statements have been condensed or omitted. Therefore, these consolidated financial statements and notes thereto should be read in conjunction with the audited financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2009 (“2009 Form 10-K”), filed with the Securities and Exchange Commission (“SEC”) on December 14, 2009.
Note 2 - Critical Accounting Estimates and Related Accounting Policies
The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect amounts reported in the consolidated financial statements. Changes in these estimates and assumptions are considered reasonably possible and may have a material impact on the consolidated financial statements, and thus actual results could differ from the amounts reported and disclosed herein. The Company considers the allowance for loan losses, loans acquired with deteriorated credit quality, the indemnification asset due from the Federal Deposit Insurance Corporation (“FDIC”), deferred income taxes and valuation of real estate owned to be critical accounting estimates.
Allowance for loan losses. Management recognizes that losses may occur over the life of a loan and that the allowance for loan losses must be maintained at a level necessary to absorb specific losses on impaired loans and probable, incurred losses inherent in the loan portfolio. The allowance is increased by the provision for loan losses, which is charged against current period operating results and decreased by the amount of actual loan charge-offs, net of recoveries. Management assesses the allowance for loan losses on a quarterly basis by analyzing several factors including delinquency rates, charge-off rates and the changing risk profile of the Bank’s loan portfolio, as well as local economic conditions such as unemployment rates, bankruptcies, real estate values and vacancy rates of business and residential properties.
The Company believes that the accounting estimate related to the allowance for loan losses is a critical accounting estimate because it is highly susceptible to change from period to period, requiring management to make assumptions about probable incurred losses inherent in the loan portfolio at the balance sheet date. The impact of a sudden large loss could deplete the allowance and require increased provisions to replenish the allowance, which would negatively affect earnings.
The Company’s methodology for analyzing the allowance for loan losses consists of specific allocations on significant individual credits and a general allowance amount, including a range of loss estimates. The specific allowance component is determined when management believes that the collectibility of an individually reviewed loan has been impaired and a loss is probable. The general allowance component takes into consideration probable, incurred losses that are inherent within the loan portfolio but have not been specifically identified. The general allowance is determined by applying historical loss percentages to various types of loans with similar characteristics and classified loans that are not analyzed specifically. Adjustments are made to historical loss percentages to reflect current economic and internal factors that may increase or decrease those historical loss percentages such as changes
in underwriting standards and unemployment rates. As a result of the imprecision in calculating inherent and incurred losses, a range is estimated for the general allowance to provide an allowance for loan losses that is adequate to cover losses that may arise as a result of changing economic conditions and other qualitative factors that may alter historical loss experience.
Loans Acquired with Deteriorated Credit Quality. Accounting Standards Codification Topic (“ASC”) 310-30 applies to a loan with evidence of deterioration of credit quality since origination, acquired by completion of a transfer for which it is probable, at acquisition, that the investor will be unable to collect all contractually required payments receivable. For loans accounted for under ASC 310-30, management determined the value of the loan portfolio based on work provided by an appraiser. Factors considered in the valuation were the type of loan and related collateral, projected cash flows for the loans, which was primarily the liquidation value of the collateral, the classification status of the loan and current discount rates. At June 30, 2010, a majority of these loans were valued based on the estimated fair value of the underlying collateral. Amounts related to the ASC 310-30 loans are estimates and are highly subjective.
FDIC Indemnification Asset. On August 7, 2009, the Bank entered into a purchase and assumption agreement with the FDIC to acquire certain assets and assume certain liabilities of a failed financial institution. The loans, foreclosed real estate and other repossessed property purchased are covered by a loss sharing agreement between the FDIC and the Bank that provides the Bank significant protection against losses on these covered assets. Under this agreement, the FDIC will reimburse the Bank for 80% of the first $34.0 million of losses. The FDIC will reimburse the Bank for 95% of realized losses that exceed $34.0 million. Realized losses covered by the loss sharing agreement include loan contractual balances (and related unfunded commitments that were acquired), accrued interest on loans for up to 90 days, the book value of foreclosed real estate acquired, and certain direct costs, less cash or other consideration received by the Bank. This agreement extends for ten years for one-to-four family real estate loans and for five years for other loans.
Management has estimated the amount of losses inherent in the covered assets purchased in the acquisition and the amounts that would be receivable from the FDIC upon a loss event. The Bank cannot submit claims of loss until certain events occur, as defined under the purchase and assumption agreement. As such, the value of the indemnification asset is subject to a high degree of uncertainty and estimation as to the timing of the losses and subsequent recovery of a portion of those losses under the loss sharing agreement.
For additional information regarding the acquisition described above, see Note 3 to the Consolidated Financial Statements. Subsequent to June 30, 2010, the Bank entered into another FDIC-assisted acquisition with loss share. See Note 10 to the Consolidated Financial Statements.
Deferred income taxes. Deferred income taxes are computed using the asset and liability approach as prescribed by ASC 740. Under this method, a deferred tax asset or liability is determined based on the currently enacted tax rates applicable to the period in which the differences between the financial statement carrying amounts and tax basis of the existing assets and liabilities are expected to be reported in the Company’s income tax returns.
Real Estate Owned. Real estate properties acquired through, or in lieu of, loan foreclosure (“REO”) are initially recorded at the lesser of the outstanding loan balance or the fair value at the date of foreclosure minus estimated costs to sell. Any valuation adjustments required at the time of foreclosure are charged to the allowance for loan losses. After foreclosure, the properties are carried at the lower of carrying value or fair value less estimated costs to sell. Any subsequent valuation adjustments, operating expenses or income, and gains and losses on disposition of such properties are recognized in current operations and could adversely affect our financial condition and profitability.
Note 3 – Acquisition of Community First Bank
On August 7, 2009, the Bank entered into a purchase and assumption agreement with loss share with the FDIC to assume all of the deposits (excluding nearly all brokered deposits) and liabilities and to purchase certain assets of Community First Bank, a full service commercial bank, headquartered in Prineville, Oregon (the “Acquisition”). The Bank assumed approximately $142.8 million of deposits through the Acquisition. Additionally, the Bank purchased approximately $142.3 million in loans and $12.9 million of real estate and other repossessed assets
subject to the loss share agreement on covered assets as described above in Note 2. The Bank also purchased cash and cash equivalents and investment securities of Community First Bank valued at $37.7 million at the date of the Acquisition, and assumed $18.3 million in Federal Home Loan Bank advances and other borrowings. The Company accounts for the Bank’s loss sharing agreement with the FDIC as an indemnification asset. The transaction did not generate any goodwill.
Note 4 - Earnings (Loss) Per Share
The Company has granted stock compensation awards with non-forfeitable dividend rights, which are considered participating securities. As such, earnings per share (“EPS”) is computed using the two-class method as required by ASC 260-10-45. Basic earnings per common share is computed by dividing net income allocated to common stock by the weighted average number of common shares outstanding during the period which excludes the participating securities. Diluted earnings per common share includes the dilutive effect of additional potential common shares from stock compensation awards, but excludes awards considered participating securities. ESOP shares are not considered outstanding for earnings per share purposes until they are committed to be released.
The following table presents the computation of basic and diluted loss per share for the periods indicated:
| | Three Months Ended June 30, | | | Nine Months Ended June 30, | |
| | 2010 | | | 2009 | | | 2010 | | | 2009 | |
| | (in thousands, except share and per share data) | |
Net loss | | $ | (1,941 | ) | | $ | (1,246 | ) | | $ | (3,876 | ) | | $ | (1,571 | ) |
Allocated to participating securities | | | 26 | | | | 16 | | | | 60 | | | | 22 | |
Net loss allocated to common shareholders | | | (1,915 | ) | | | (1,230 | ) | | | (3,816 | ) | | | (1,549 | ) |
Extraordinary gain, net of taxes | | | - | | | | - | | | | 305 | | | | - | |
Net loss allocated to common stock before extraordinary gain | | $ | (1,915 | ) | | $ | (1,230 | ) | | $ | (4,121 | ) | | $ | (1,549 | ) |
| | | | | | | | | | | | | | | | |
Weighted average common shares outstanding, including shares considered participating securities | | | 15,754,145 | | | | 15,556,198 | | | | 15,734,164 | | | | 15,981,920 | |
Less: Average participating securities | | | (210,946 | ) | | | (203,484 | ) | | | (242,961 | ) | | | (239,818 | ) |
Weighted average shares | | | 15,543,199 | | | | 15,352,714 | | | | 15,491,203 | | | | 15,742,102 | |
Net effect of dilutive restricted stock | | | - | | | | - | | | | - | | | | - | |
Weighted average shares and common stock equivalents | | | 15,543,199 | | | | 15,352,714 | | | | 15,491,203 | | | | 15,742,102 | |
Basic loss per common share before extraordinary item | | $ | (0.12 | ) | | $ | (0.08 | ) | | $ | (0.27 | ) | | $ | (0.10 | ) |
Basic loss per common share after extraordinary item | | | (0.12 | ) | | | (0.08 | ) | | | (0.25 | ) | | | (0.10 | ) |
Diluted loss per common share before extraordinary item | | | (0.12 | ) | | | (0.08 | ) | | | (0.27 | ) | | | (0.10 | ) |
Diluted loss per common share after extraordinary item | | | (0.12 | ) | | | (0.08 | ) | | | (0.25 | ) | | | (0.10 | ) |
| | | | | | | | | | | | | | | | |
Options excluded from the calculation due to their anti-dilutive effect on EPS | | | 873,324 | | | | 946,364 | | | | 873,324 | | | | 946,364 | |
Note 5 - Investment securities
Investment securities available for sale consisted of the following at the dates indicated:
| | Amortized Cost | | | Gross Unrealized Gains | | | Gross Unrealized Losses | | | Fair Value | |
| | (in thousands) | |
June 30, 2010 | | | | | | | | | | | | |
Obligations of U.S. Government- sponsored enterprises (“GSE”) | | $ | 13,142 | | | $ | 101 | | | $ | (6 | ) | | $ | 13,237 | |
Obligations of states and political subdivisions | | | 1,516 | | | | 22 | | | | (7 | ) | | | 1,531 | |
Mortgage-backed securities, GSE-issued | | | 141,368 | | | | 7,226 | | | | (169 | ) | | | 148,425 | |
Mortgage-backed securities, private label | | | 487 | | | | - | | | | (30 | ) | | | 457 | |
Total | | $ | 156,513 | | | $ | 7,349 | | | $ | (212 | ) | | $ | 163,650 | |
| | | | | | | | | | | | | | | | |
September 30, 2009 | | | |
Obligations of U.S. GSE | | $ | 4,089 | | | $ | 42 | | | $ | (4 | ) | | $ | 4,127 | |
Mortgage-backed securities, GSE-issued | | | 158,065 | | | | 6,529 | | | | - | | | | 164,594 | |
Mortgage-backed securities, private label | | | 612 | | | | - | | | | (13 | ) | | | 599 | |
Total | | $ | 162,766 | | | $ | 6,571 | | | $ | (17 | ) | | $ | 169,320 | |
Mortgage-backed securities are comprised of fixed and variable-rate residential mortgages.
The fair value of impaired securities, the amount of unrealized losses and the length of time these unrealized losses existed for the periods indicated were as follows:
| | Less than 12 months | | | 12 months or longer | | | Total | |
| | Fair Value | | | Unrealized Losses | | | Fair Value | | | Unrealized Losses | | | Fair Value | | | Unrealized Losses | |
| | (in thousands) | |
June 30, 2010 | | | | | | | | | | | | | | | | | | |
Obligations of U.S. GSE | | $ | 1,011 | | | $ | (6 | ) | | $ | - | | | $ | - | | | $ | 1,011 | | | $ | (6 | ) |
Obligations of states and political subdivisions | | $ | 762 | | | $ | (7 | ) | | $ | - | | | $ | - | | | $ | 762 | | | $ | (7 | ) |
Mortgage-backed securities, GSE-issued | | | 7,246 | | | | (169 | ) | | | - | | | | - | | | | 7,246 | | | | (169 | ) |
Mortgage-backed securities, private label | | | 456 | | | | (30 | ) | | | - | | | | - | | | | 456 | | | | (30 | ) |
| | $ | 9,475 | | | $ | (212 | ) | | $ | - | | | $ | - | | | $ | 9,475 | | | $ | (212 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
September 30, 2009 | | | | | | | | | | | | | | | | | | | | | | | | |
Obligations of U.S. GSE | | $ | 2,015 | | | $ | (4 | ) | | $ | - | | | $ | - | | | $ | 2,015 | | | $ | (4 | ) |
Mortgage-backed securities, GSE-issued | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
Mortgage-backed securities, private label | | | - | | | | - | | | | 599 | | | | (13 | ) | | | 599 | | | | (13 | ) |
| | $ | 2,015 | | | $ | (4 | ) | | $ | 599 | | | $ | (13 | ) | | $ | 2,614 | | | $ | (17 | ) |
Management has evaluated these securities and has determined that the decline in fair value is not other than temporary. These securities have contractual maturity dates and management believes it is reasonably probable that principal and interest balances on these securities will be collected based on the performance, underwriting, credit support and vintage of the loans underlying the securities. However, continued deteriorating economic conditions
may result in degradation in the performance of the loans underlying these securities in the future. The Company has the ability and intent to hold these securities for a reasonable period of time for a forecasted recovery of the amortized cost. The Company does not intend to sell these securities and it is not likely that the Company would be required to sell securities in an unrealized position before recovery of its cost basis.
As of June 30, 2010, and September 30, 2009, the Bank pledged investment securities for the following obligations:
| | June 30, 2010 | | | September 30, 2009 | |
| | Amortized Cost | | | Fair Value | | | Amortized Cost | | | Fair Value | |
| | (in thousands) | |
FHLB borrowings | | $ | 54,398 | | | $ | 57,888 | | | $ | 66,104 | | | $ | 68,900 | |
Treasury, tax and loan funds at the Federal Reserve Bank | | | 4,073 | | | | 4,340 | | | | 4,523 | | | | 4,767 | |
Repurchase agreements | | | 7,394 | | | | 7,890 | | | | 3,338 | | | | 3,459 | |
Deposits of municipalities and pubic units | | | 18,280 | | | | 19,358 | | | | 5,074 | | | | 5,354 | |
Total | | $ | 84,145 | | | $ | 89,476 | | | $ | 79,039 | | | $ | 82,480 | |
Note 6 - Loans Receivable
Loans receivable are summarized by collateral type as follows:
| | June 30, 2010 | | | September 30, 2009 | |
| | Balance | | | Percent of Total | | | Balance | | | Percent of Total | |
| | (dollars in thousands) | |
Real estate: | | | | | | | | | | | | |
One-to-four family residential | | $ | 152,636 | | | | 32.10 | % | | $ | 178,311 | | | | 33.01 | % |
Multi-family residential | | | 12,789 | | | | 2.69 | | | | 16,286 | | | | 3.01 | |
Commercial | | | 204,674 | | | | 43.03 | | | | 213,471 | | | | 39.52 | |
Total real estate | | | 370,099 | | | | 77.82 | | | | 408,068 | | | | 75.54 | |
| | | | | | | | | | | | | | | | |
Real estate construction: | | | | | | | | | | | | | | | | |
One- to four-family residential | | | 7,647 | | | | 1.61 | | | | 10,871 | | | | 2.01 | |
Multi-family residential | | | 4,351 | | | | 0.91 | | | | 10,417 | | | | 1.93 | |
Commercial and land development | | | 22,996 | | | | 4.84 | | | | 27,144 | | | | 5.02 | |
Total real estate construction | | | 34,994 | | | | 7.36 | | | | 48,432 | | | | 8.96 | |
| | | | | | | | | | | | | | | | |
Consumer: | | | | | | | | | | | | | | | | |
Home equity | | | 48,502 | | | | 10.20 | | | | 53,368 | | | | 9.88 | |
Automobile | | | 1,774 | | | | 0.37 | | | | 2,364 | | | | 0.44 | |
Other consumer | | | 2,607 | | | | 0.55 | | | | 3,734 | | | | 0.69 | |
Total consumer | | | 52,883 | | | | 11.12 | | | | 59,466 | | | | 11.01 | |
| | | | | | | | | | | | | | | | |
Commercial business | | | 17,575 | | | | 3.70 | | | | 24,256 | | | | 4.49 | |
Gross loans | | | 475,551 | | | | 100.00 | % | | | 540,222 | | | | 100.00 | % |
| | | | | | | | | | | | | | | | |
Deferred loan fees | | | (800 | ) | | | | | | | (858 | ) | | | | |
Allowance for loan losses | | | (17,872 | ) | | | | | | | (28,735 | ) | | | | |
Loans receivable, net | | $ | 456,879 | | | | | | | $ | 510,629 | | | | | |
Note 7 – Allowance for Loan Losses
Activity in the allowance for loan losses for the three and nine month periods ended June 30, 2010 and 2009, was as follows:
| | Three Months Ended June 30, | | | Nine Months Ended June 30, | |
| | 2010 | | | 2009 | | | 2010 | | | 2009 | |
| | (in thousands) | |
| | | | | | | | | | | | |
Beginning balance | | $ | 27,779 | | | $ | 7,333 | | | $ | 28,735 | | | $ | 4,579 | |
Provision for loan losses | | | 3,300 | | | | 3,450 | | | | 6,375 | | | | 8,085 | |
Losses on loans charged-off | | | (4,127 | ) | | | (2,616 | ) | | | (8,312 | ) | | | (4,524 | ) |
Recoveries on loans charged-off | | | 130 | | | | 99 | | | | 284 | | | | 126 | |
Adjustment to original purchase accounting | | | (9,210 | ) | | | - | | | | (9,210 | ) | | | - | |
Ending balance | | $ | 17,872 | | | $ | 8,266 | | | $ | 17,872 | | | $ | 8,266 | |
Statement of Financial Accounting Standards No. 141 permits an allocation period for the identification and valuation of assets and liabilities acquired in a business combination. The identification and reclassification of loans subject to ASC 310-30 was also included in the allocation period review. The following table summarizes as of September 30, 2009, loans originally identified under the scope of ASC 310-30 and loans subsequently identified under the scope of 310-30 during the allocation period. Balances have been reclassified to match current loan classifications:
As of September 30, 2009 | Loans originally reported under ASC 310-30 | | | Additional loans identified under ASC 310-30 |
| (in thousands) |
| Balance | | Discount | | Additional Adjustments | | Estimated Fair Value | | | Balance | | Discount | | Estimated Fair Value |
Acquisition, development and construction loans | $11,446 | | $(3,980) | | $(2,801) | | $ 4,665 | | | $ 4,759 | | $(1,351) | | $ 3,408 |
Commercial real estate loans | 16,481 | | (5,507) | | (483) | | 10,491 | | | 9,491 | | (1,535) | | 7,956 |
One-to-four family loans | 8,017 | | (2,997) | | (100) | | 4,920 | | | 225 | | (191) | | 34 |
Other loans | 4,529 | | (1,766) | | (1,280) | | 1,483 | | | 734 | | (640) | | 94 |
Ending balance | $40,473 | | $(14,250) | | $(4,664) | | $21,559 | | | $15,209 | | $(3,717) | | $11,492 |
The following table summarizes impaired loans at June 30, 2010, and September 30, 2009:
| | June 30, 2010 | | | September 30, 2009 | |
| | (in thousands) | |
Impaired loans with related specific allowance | | $ | 16,300 | | | $ | 7,131 | |
Impaired loans with no related allowance | | | 9,943 | | | | 6,657 | |
Total impaired loans | | $ | 26,243 | | | $ | 13,788 | |
| | | | | | | | |
Specific allowance on impaired loans | | $ | 5,710 | | | $ | 1,516 | |
A loan is considered impaired when, based upon currently known information, it is deemed probable that the Company will be unable to collect all amounts due as scheduled according to the original terms of the agreement. Impaired loans are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of collateral, if the loan is collateral dependent. Estimated probable losses on non-homogenous loans (generally commercial real estate and acquisitions and land development loans) in the organic loan portfolio that are subject to ASC 310-10-35 impairment are allocated specific allowances. Therefore, impaired loans in our organic portfolio that are reported without a specific allowance are reported as such due to collateral or cash flow sufficiency, as applicable. Estimated probable losses on non-homogeneous loans that are covered under the loss share agreement with the FDIC are charged down and a specific allowance is not allocated to those loans. Impaired loans related to the Community First Bank acquisition includes loans whose credit quality has deteriorated since the acquisition date. Impaired loans without a specific allowance in our organic and acquired loan portfolios totaled $4.7 million and $5.2 million at June 30, 2010, respectively. Partial charge offs on impaired loans in our acquired loan portfolio reduced outstanding balances by $153,000 at June 30, 2010.
The Company's internal process used to assess whether a modification should be reported and accounted for as a troubled debt restructuring includes an assessment of the borrower's payment history, considering whether the borrower is in financial difficulty, whether a concession has been granted, and whether it is likely the borrower will be able to perform under the modified terms. Rate reductions below market rate, extensions of the loan maturity date that would not otherwise be considered, and deferrals or forgiveness of principal or interest are examples of modifications that are concessions. Acquisition, development and construction loans that have interest-only or interest reserve structures are reviewed at least quarterly and are reported as nonperforming or impaired loans prior to their maturity date if doubt exists as to the collectability of contractual principal or interest prior to that time. Evidence of impairment on such loans could include construction cost overruns, deterioration of guarantor strength and slowdown in sales activity.
Modifications to loans not accounted for as troubled debt restructurings totaled $3.4 million at June 30, 2010. Approximately $2.5 million of those modifications resided in the covered loan portfolio of Community First Bank and $850,000 in the organic loan portfolio. These loans were not considered to be troubled debt restructurings because the borrower was not under financial difficulty at the time of the modification or extension. Extensions are made at market rates as evidenced by comparison to newly originated loans of generally comparable credit quality and structure. Troubled debt restructurings totaled $7.0 million and $4.7 million at June 30, 2010 and September 30, 2009, respectively.
Note 8 – Fair Value Measurement
ASC 820 defines fair value, establishes a consistent framework for measuring fair value and expands disclosure requirements about fair value measurements. The Company attempts to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions.
The following table summarized the Company’s financial assets that were measured at fair value on a recurring basis at June 30, 2010 and September 30, 2009:
| | | | | | | | | | | | |
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
| | (in thousands) | |
June 30, 2010 | | | | | | | | | | | | |
Obligations of U.S. Government-sponsored enterprises (“GSE”) | | $ | 13,237 | | | | - | | | $ | 13,237 | | | | - | |
Obligations of states and political subdivisions | | | 1,531 | | | | - | | | | 1,531 | | | | - | |
Mortgage-backed securities, GSE issued | | | 148,425 | | | | - | | | | 148,425 | | | | - | |
Mortgage-backed securities, private label | | | 457 | | | | | | | | 457 | | | | | |
| | | | | | | | | | | | | | | | |
September 30, 2009 | | | | | | | | | | | | | | | | |
Obligations of U.S. GSE | | $ | 4,127 | | | | - | | | $ | 4,127 | | | | - | |
Mortgage-backed securities, GSE issued | | | 164,594 | | | | - | | | | 164,594 | | | | - | |
Mortgage-backed securities, private label | | | 599 | | | | | | | | 599 | | | | | |
Additionally, certain assets are measured at fair value on a non-recurring basis. These adjustments to fair value generally result from the application of lower-of-cost-or-market accounting or write-downs of individual assets due to impairment.
The following table summarizes the Company’s financial assets that were measured at fair value on a non-recurring basis at June 30, 2010 and September 30, 2009:
| | | | | | | | | | | | |
| | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
| | (in thousands) | |
June 30, 2010 | | | | | | | | | | | | |
Impaired loans | | $ | 10,590 | | | $ | - | | | $ | - | | | $ | 10,590 | |
Real estate owned | | | 9,595 | | | | - | | | | - | | | | 9,595 | |
| | | | | | | | | | | | | | | | |
September 30, 2009 | | | | | | | | | | | | | | | | |
Impaired loans | | $ | 5,699 | | | $ | - | | | $ | - | | | $ | 5,699 | |
Real estate owned | | | 11,781 | | | | - | | | | - | | | | 11,781 | |
Impaired loans, which are measured for impairment using the fair value of the collateral at June 30, 2010, had a carrying amount of $16.3 million, net of specific valuation allowances totaling $5.7 million. The impact on earnings as a result of write-downs to REO was $418,000 and $367,000 for the three months ended June 30, 2010 and 2009 and $2.5 million and $528,000 for the nine months ended June 30, 2010 and 2009.
The specific valuation allowance required a provision of $3.3 million and $1.6 million during the quarters ended June 30, 2010 and June 30, 2009, respectively, and a provision of $5.7 million and $2.6 million for the nine month periods ended June 30, 2010, and June 30, 2009, respectively.
A loan is considered impaired when, based upon currently known information, it is deemed probable that the Company will be unable to collect all amounts due as scheduled according to the original terms of the agreement. Impaired loans are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or, as a practical expedient, based on the loan’s observable market price or the fair value of collateral, if the loan is collateral dependent. Impaired loans that are collateral dependent and have experienced a
write-down in carrying value or have a recognized valuation allowance are included in the table above. Impaired loans whose fair value exceeds the carrying value are excluded from the table above as these loans do not represent assets measured and carried at fair value.
Fair value for real estate owned is determined by obtaining appraisals on the properties. The fair value under such appraisals is determined by using an income, cost or comparable sales valuation technique. The fair value is then
reduced by management’s estimate for the direct costs expected to be incurred in order to sell the property. Holding costs or maintenance expenses are recorded as period costs when incurred and are not included in the fair value estimate.
The estimated fair values of the Company’s financial instruments at June 30, 2010, were as follows:
| | June 30, 2010 | |
| | Carrying Amount | | | Estimated Fair Value | |
| | (in thousands) | |
Financial Assets: | | | | | | |
Cash and cash equivalents | | $ | 170,235 | | | $ | 170,235 | |
Investment securities | | | 163,650 | | | | 163,650 | |
Loans held for sale | | | 2,494 | | | | 2,494 | |
Loans receivable, net | | | 456,879 | | | | 465,337 | |
FDIC indemnification receivable, net | | | 7,607 | | | | 7,607 | |
FHLB stock | | | 10,326 | | | | N/A | |
Accrued interest receivable | | | 2,330 | | | | 2,330 | |
| | | | | | | | |
Financial Liabilities: | | | | | | | | |
Demand and savings deposits | | $ | 347,150 | | | $ | 347,150 | |
Certificates of deposit | | | 227,729 | | | | 233,463 | |
FHLB advances and other borrowings | | | 73,536 | | | | 76,895 | |
Advances by borrowers for taxes and insurance | | | 518 | | | | 518 | |
Accrued interest payable | | | 560 | | | | 560 | |
The following methods and assumptions were used to estimate the fair value of each class of financial instruments:
Cash and cash equivalents: The carrying amount approximates fair value.
Investment Securities: The Company’s investment securities available for sale consist primarily of securities issued by U.S. Government sponsored enterprises that trade in active markets. These securities are included under Level 2 because there may or may not be daily trades in each of the individual securities and because the valuation of these securities may be based on instruments that are not exactly identical to those owned by the Company.
Loans held for sale: The carrying amount approximates fair value.
FHLB stock: The determination of fair value of FHLB stock was impractical due to restrictions on the transferability of the stock.
Loans receivable: Fair values for all performing loans are estimated using a discounted cash flow analysis, utilizing interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. In addition, the fair value reflects the decrease in loan values as estimated in the allowance for loan losses calculation.
Accrued interest receivable: The carrying amount approximates fair value.
Deposits: The fair value of demand deposits, savings accounts and certain money market deposits is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit are estimated using discounted cash flow analysis using the rates currently offered for deposits of similar remaining maturities.
FHLB advances: The fair value of the borrowings is estimated by discounting the future cash flows using the current rate at which similar borrowings with similar remaining maturities could be made.
Advances by borrowers for taxes and insurance: The carrying amount approximates fair value.
Accrued interest payable: The carrying amount approximates fair value.
Off-balance-sheet instruments: Fair values of off-balance-sheet lending commitments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the borrower’s credit standing. The fair value of the fees at June 30, 2010 and 2009, were insignificant.
Note 9 –FDIC Indemnification Receivable
Activity in the FDIC indemnification receivable for the nine month period ended June 30, 2010, was as follows:
| | Reimbursement rate | | | Amount | | | | | | Net | |
| | | 80% | | | | 95% | | | Receivable | | | Discount | | | Receivable | |
| | (in thousands) | |
Balance at September 30, 2009 | | $ | 34,000 | | | $ | 4,405 | | | $ | 31,385 | | | $ | (1,347 | ) | | $ | 30,038 | |
Payments from FDIC for losses on covered assets | | | (24,319 | ) | | | - | | | | (19,455 | ) | | | - | | | | (19,455 | ) |
Adjustment for net reduction in estimated losses | | | - | | | | (3,477 | ) | | | (3,303 | ) | | | - | | | | (3,303 | ) |
Discount accretion | | | - | | | | - | | | | - | | | | 327 | | | | 327 | |
Balance at June 30, 2010 | | $ | 9,681 | | | $ | 928 | | | $ | 8,627 | | | $ | (1,020 | ) | | $ | 7,607 | |
| | | | | | | | | | | | | | | | | | | | |
Amounts receivable from the FDIC have been estimated at 80% of losses on covered assets (acquired loans and REO) up to $34.0 million. Reimbursable losses in excess of $34.0 million have been estimated at 95% of the amount recoverable from the FDIC.
Note 10 – Subsequent Event
On July 30, 2010, the Company announced the Bank’s purchase and assumption of certain assets and liabilities of LibertyBank in Eugene, Oregon, in a transaction facilitated by the FDIC. Based on preliminary financial information, the acquisition by the Bank includes approximately $388 million of assets, including $94 million of cash and securities and $266 million of loans and leases. Deposits assumed in the acquisition total approximately $675 million, which includes all insured and uninsured deposits. Other real estate owned acquired in the transaction totaled approximately $21 million. The transaction also includes the purchase of other assets and liabilities. The Bank anticipates an additional cash settlement of approximately $314 million due to the assumption of net liabilities by Home Federal Bank. All balances above are subject to final closing and pro forma adjustments to the balance sheet accounts of LibertyBank as of July 30, 2010, and are subject to change.
The Bank acquired the assets of LibertyBank at a discount of $29.9 million and the deposit liabilities at a deposit premium of 1.0%. The purchased loans, excluding consumer and deposit secured loans, and real estate owned are covered by a loss share agreement between the FDIC and Home Federal Bank. Under the loss share agreement, the FDIC has agreed to cover 80% of the losses on the disposition of the loans and real estate owned. The Bank also acquired the operations of Commercial Equipment Lease Corporation, a commercial leasing subsidiary of LibertyBank. The leases of the subsidiary are included as covered assets under the loss share agreement.
In addition to deepening its presence in Central Oregon, Home Federal Bank will now operate in Lane, Josephine, Jackson, and Multnomah counties in Oregon, including the communities of Eugene, Grants Pass and Medford, Oregon. The Bank will also have a branch and commercial loan production office in Portland.
Item 6. Exhibits
2.1 | Purchase and Assumption Agreement for Community First Bank Transaction(1) |
2.2 | Purchase and Assumption Agreement for LibertyBank Transaction(2) |
3.1 | Articles of Incorporation of the Registrant (3) |
3.2 | Bylaws of the Registrant (3) |
10.1 | Amended Employment Agreement entered into by Home Federal Bancorp, Inc. with Len E. Williams(9) |
10.2 | Amended Severance Agreement with Eric S. Nadeau(9) |
10.3 | Amended Severance Agreement with Steven D. Emerson(9) |
10.4 | Form of Home Federal Bank Employee Severance Compensation Plan (4) |
10.5 | Form of Director Indexed Retirement Agreement entered into by Home Federal Savings and Loan Association of Nampa with each of its Directors (3) |
10.6 | Form of Director Deferred Incentive Agreement entered into by Home Federal Savings and Loan Association of Nampa with each of its Directors (3) |
10.7 | Form of Executive Deferred Incentive Agreement, and amendment thereto, entered into by Home Federal Savings and Loan Association of Nampa with Daniel L. Stevens, Robert A. Schoelkoph, and Lynn A. Sander (3) |
10.8 | Form of Amended and Restated Salary Continuation Agreement entered into by Home Federal Savings and Loan Association of Nampa with Daniel L. Stevens (3) |
10.9 | Amended and Restated Salary Continuation Agreement entered into by Home Federal Savings and Loan Association of Nampa with Len E. Williams(9) |
10.10 | Amended and Restated Salary Continuation Agreement entered into by Home Federal Bank with Eric S. Nadeau(9) |
10.11 | Amended and Restated Salary Continuation Agreement entered into by Home Federal Savings and Loan Association of Nampa with Steven D. Emerson(9) |
10.12 | 2005 Stock Option and Incentive Plan approved by stockholders on June 23, 2005 and Form of Incentive Stock Option Agreement and Non-Qualified Stock Option Agreement (5) |
10.13 | 2005 Recognition and Retention Plan approved by stockholders on June 23, 2005 and Form of Award Agreement (5) |
10.14 | Form of new Director Retirement Plan entered into by Home Federal Bank with each of its Directors (6) |
10.15 | Transition Agreement with Daniel L. Stevens (7) |
10.16 | 2008 Equity Incentive Plan (8) |
31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act * |
31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act * |
32 | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act * |
______ (1) | Filed as an exhibit to the Registrant’s Current Report on Form 8-K dated August 7, 2009 |
(2) | Filed as an exhibit to the Registrant’s Current Report on Form 8-K dated July 30, 2009 |
(3) | Filed as an exhibit to the Registrant's Registration Statement on Form S-1 (333-146289) |
(4) | Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2008 |
(5) | Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 (333-127858) |
(6) | Filed as an exhibit to the Registrant’s Current Report on Form 8-K dated October 21, 2005 |
(7) | Filed as an exhibit to the Registrant’s Current Report on Form 8-K dated August 21, 2006 |
(8) | Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 (333-157540) |
(9) | Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 |
* Filed herewith
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.
| Home Federal Bancorp, Inc. |
| |
Date: October 7, 2010 | /s/ Len E. Williams |
| Len E. Williams |
| President and |
| Chief Executive Officer |
| (Principal Executive Officer) |
| |
| |
Date: October 7, 2010 | /s/ Eric S. Nadeau |
| Eric S. Nadeau |
| Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
EXHIBIT INDEX
31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act |
31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act |
32 | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act |