homeqt123111.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 10-QT

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

For the quarterly period ended ___________________                                                               

or

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

 
For the transition period from October 1, 2011 to December 31, 2011
 
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  (I.R.S. Employer 
or organization)  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 [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.  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, 15,664,706 shares outstanding as of February 1, 2012.

 
 

 

HOME FEDERAL BANCORP, INC.
FORM 10-QT
TABLE OF CONTENTS
 
 
PART I – FINANCIAL INFORMATION
 
     
 
ITEM 1.  FINANCIAL STATEMENTS
 2
     
 
ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS  
  28 
     
 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 42
     
 
ITEM 4. CONTROLS AND PROCEDURES
 43
     
PART II – OTHER INFORMATION  
     
 
ITEM 1. LEGAL PROCEEDINGS
 44
     
 
ITEM 1A. RISK FACTORS
 44
     
 
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 44
     
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 
 44
     
 
ITEM 4. REMOVED AND RESERVED
 44
     
 
ITEM 5. OTHER INFORMATION
 44
     
  ITEM 6.  EXHIBITS    45 
     
 
SIGNATURES
 46
 
 
 
 


 
 

 

Item 1.  Financial Statements

HOME FEDERAL BANCORP, INC. AND SUBSIDIARY
           
CONSOLIDATED BALANCE SHEETS
           
(In thousands, except share data) (unaudited)
           
   
December 31,
   
September 30,
 
   
2011
   
2011
 
ASSETS
           
Cash and cash equivalents
  $ 144,293     $ 190,734  
Investments available-for-sale, at fair value
    399,877       380,847  
Loans held for sale
    --       2,088  
Loans and leases receivable, net of allowance for loan and lease losses of $14,171 and $14,365
    449,908       468,213  
Accrued interest receivable
    2,857       2,800  
FDIC indemnification receivable, net
    23,676       33,863  
Bank owned life insurance
    15,450       12,848  
Real estate owned and other repossessed assets
    19,827       23,438  
Federal Home Loan Bank (“FHLB”) stock, at cost
    17,717       17,717  
Property and equipment, net
    31,522       32,743  
Core deposit intangible
    3,086       3,246  
Other assets
    8,221       8,691  
TOTAL ASSETS
  $ 1,116,434     $ 1,177,228  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
LIABILITIES
               
Deposit accounts:
               
Noninterest-bearing demand
  $ 127,553     $ 141,040  
Interest-bearing demand
    249,215       251,347  
Money market
    178,377       177,183  
Savings
    78,492       79,640  
Certificates
    272,462       310,299  
Total deposit accounts
    906,099       959,509  
                 
Advances by borrowers for taxes and insurance
    358       1,333  
Accrued interest payable
    219       249  
Repurchase agreements
    4,913       4,892  
Deferred compensation
    5,871       5,797  
Other liabilities
    7,704       10,794  
Total liabilities
    925,164       982,574  
                 
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:
    157       161  
      Dec. 31, 2011 - 17,512,197 issued; 15,664,706 outstanding
               
      Sep. 30, 2011 - 17,512,197 issued; 16,057,434 outstanding
               
Additional paid-in capital
    143,280       147,057  
Retained earnings
    49,443       48,886  
Unearned shares issued to employee stock ownership plan
    (7,581 )     (7,615 )
Accumulated other comprehensive income
    5,971       6,165  
Total stockholders’ equity
    191,270       194,654  
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 1,116,434     $ 1,177,228  

 
See accompanying notes.

2
 

HOME FEDERAL BANCORP, INC. AND SUBSIDIARY
 
CONSOLIDATED STATEMENTS OF OPERATIONS
 
(In thousands, except share and per share data) (unaudited)
 
   
Three Months Ended
December 31,
 
   
2011
   
2010
 
Interest and dividend income:
           
Loans and leases
  $ 13,375     $ 9,347  
Investment securities
    2,091       1,684  
Other interest and dividends
    101       213  
Total interest and dividend income
    15,567       11,244  
Interest expense:
               
Deposits
    1,212       2,266  
FHLB advances and other borrowings
    21       664  
Total interest expense
    1,233       2,930  
Net interest income
    14,334       8,314  
Provision for loan losses
    (474 )     3,000  
Net interest income after provision for loan losses
    14,808       5,314  
                 
Noninterest income:
               
Service charges and fees
    2,246       2,459  
Gain on sale of loans
    181       348  
Gain on sale of securities
    590       --  
Gain on sale of fixed assets and repossessed assets
    328       274  
FDIC indemnification recovery
    (515 )     1,996  
Accretion (impairment) of FDIC indemnification asset
    (4,667 )     922  
Other
    206       304  
Total noninterest income
    (1,631 )     6,303  
                 
Noninterest expense:
               
Compensation and benefits
    5,866       7,094  
Occupancy and equipment
    1,476       1,845  
Data processing
    1,023       1,177  
Advertising
    145       213  
Postage and supplies
    287       254  
Professional services
    535       718  
Insurance and taxes
    707       1,049  
Amortization of intangibles
    160       195  
Provision for REO
    482       675  
Other
    335       599  
Total noninterest expense
    11,016       13,819  
                 
Income (loss) before income taxes
    2,161       (2,202 )
                 
Income tax provision (benefit)
    785       (871 )
                 
Net income (loss)
  $ 1,376     $ (1,331 )
                 
Earnings (loss) per common share:
               
Basic
  $ 0.09     $ (0.08 )
Diluted
    0.09       (0.08 )
                 
Weighted average number of shares outstanding:
               
Basic
    14,991,807       15,663,436  
Diluted
    14,991,807       15,663,436  
                 
Dividends declared per share:
  $ 0.055     $ 0.055  

 
See accompanying notes.

3
 

HOME FEDERAL BANCORP, INC. AND SUBSIDIARY
 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE
 
INCOME (LOSS) (In thousands) (unaudited)
 
   
Three Months Ended
December 31,
 
   
2011
   
2010
 
             
Net income (loss)
  $ 1,376     $ (1,331 )
                 
Other comprehensive income (loss):
               
                 
Change in unrealized holding gain (loss) on investments
   available for sale, net of taxes of $106 and ($1,344),
   respectively
    166       (2,107 )
Adjustment for realized gains on sales of investments,
   net of taxes of  ($230) and $0, respectively
    (360 )     --  
                 
Other comprehensive loss
    (194 )     (2,107 )
Comprehensive income (loss)
  $ 1,182     $ (3,438 )

 
See accompanying notes.

4
 

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
   
 
   
Unearned
Shares
Issued to
     
Accumulated
Other
Comprehensive
       
   
Shares
   
Amount
   
Capital
   
Earnings
   
ESOP
   
Income (Loss)
   
Total
 
                                           
Balance at October 1, 2010
    16,687,561     $ 167     $ 152,682     $ 56,942     $ (8,657 )   $ 3,954     $ 205,088  
                                                         
Restricted stock issued, net of forfeitures
    26,169       --                                       --  
ESOP shares committed to be released
                    190               1,042               1,232  
Exercise of stock options
    51,886       1       541                               542  
Share-based compensation
                    855                               855  
Stock repurchase
    (708,182 )     (7 )     (7,413 )                             (7,420 )
Dividends paid ($0.220 per share)
                            (3,427 )                     (3,427 )
Tax adjustments for equity comp. plans
                    202                               202  
                                                         
Net loss
                            (4,629 )                     (4,629 )
Other comprehensive income
                                            2,211       2,211  
                                                         
Balance at September 30, 2011
    16,057,434       161       147,057       48,886       (7,615 )     6,165       194,654  
                                                         
Restricted stock issued, net of forfeitures
    (2,597 )                                             --  
ESOP shares committed to be released
                    1               34               35  
Share-based compensation
                    126                               126  
Stock repurchase
    (390,131 )     (4 )     (3,905 )                             (3,909 )
Dividends paid ($0.055 per share)
                            (819 )                     (819 )
Tax adjustments for equity comp. plans
                    1                               1  
                                                         
Net income
                            1,376                       1,376  
Other comprehensive loss
                                            (194 )     (194 )
                                                         
Balance at December 31, 2011
    15,664,706     $ 157     $ 143,280     $ 49,443     $ (7,581 )   $ 5,971     $ 191,270  


 
See accompanying notes.

5
 
 
HOME FEDERAL BANCORP, INC. AND SUBSIDIARY
     
CONSOLIDATED STATEMENTS OF CASH FLOWS
     
(In thousands) (unaudited)
     
   
Three Months Ended
December 31,
 
   
2011
   
2010
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net income (loss)
  $ 1,376     $ (1,331 )
Adjustments to reconcile net income (loss) to cash provided by operating activities:
               
Depreciation and amortization
    767       636  
Amortization of core deposit intangible
    160       195  
Impairment (accretion) of FDIC indemnification receivable
    4,667       (922 )
Net amortization of premiums and discounts on investments
    1,916       1,337  
Gain on sale of loans, net
    (181 )     (348 )
Gain on sale of securities available-for-sale, net
    (590 )     --  
Gain on sale of fixed assets and repossessed assets, net
    (328 )     (274 )
ESOP shares committed to be released
    35       336  
Share based compensation expense
    126       196  
Provision for loan losses
    (474 )     3,000  
Valuation provision on real estate and other property owned
    482       675  
Accrued deferred compensation expense, net
    74       73  
Net deferred loan fees
    (11 )     (250 )
Proceeds from sale of loans held for sale
    4,930       13,356  
Originations of loans held for sale
    (2,662 )     (11,136 )
Net increase in cash surrender value of bank owned life insurance
    (102 )     (105 )
Change in assets and liabilities:
               
Interest receivable
    (57 )     (211 )
Other assets
    470       (3,380 )
Interest payable
    (30 )     (53 )
Other liabilities
    (3,089 )     (1,926 )
Net cash provided from (used by) operating activities
    7,479       (132 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Principal repayments, maturities and calls of securities available for sale
    44,905       31,059  
Proceeds from sales of securities available for sale
    27,423       --  
Purchase of securities available for sale
    (93,002 )     (186,860 )
Reimbursement of loan losses under loss share agreement
    5,063       --  
Net decrease in loans
    14,974       41,301  
Proceeds from sales of fixed assets and repossessed assets
    8,488       7,446  
Purchases of property and equipment
    (179 )     (887 )
Purchase of bank-owned life insurance
    (2,500 )     --  
Net cash provided from (used by) investing activities
    5,172       (107,941 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Net decrease in deposits
    (53,410 )     (84,050 )
Net decrease in advances by borrowers for taxes and insurance
    (975 )     (4,119 )
Repayment of FHLB borrowings
    --       (6,604 )
Net increase (decrease) in securities sold under obligation to repurchase
    21       (650 )
Proceeds from exercise of stock options
    --       186  
Repurchases of common stock
    (3,909 )     --  
Dividends paid
    (819 )     (870 )
Net cash used by financing activities
    (59,092 )     (96,107 )
NET DECREASE IN CASH AND CASH EQUIVALENTS
    (46,441 )     (204,180 )
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    190,734       416,426  
CASH AND CASH EQUIVALENTS, END OF PERIOD
  $ 144,293     $ 212,246  

(Continued)

 
 
See accompanying notes.

6
 

 
HOME FEDERAL BANCORP, INC. AND SUBSIDIARY
     
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
     
(In thousands) (unaudited)
     
   
Three Months Ended
December 31,
 
   
2011
   
2010
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
           
Cash paid during the period for:
           
Interest
  $ 1,263     $ 2,983  
Taxes
    3,800       (49 )
                 
NONCASH INVESTING AND FINANCING ACTIVITIES:
               
Acquisition of real estate owned and other assets in settlement of loans
  $ 3,881     $ 4,667  
Fair value adjustment to securities available-for-sale, net of taxes
    (194 )     (2,107 )


 
See accompanying notes.

7
 
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 transition 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 a state-chartered commercial bank headquartered in Nampa, Idaho.  As used throughout this report, the term the “Company” refers to Home Federal Bancorp and its consolidated subsidiary, unless the context otherwise requires.

The consolidated 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 three month period ended December 31, 2011, are not necessarily indicative of the results that may be expected for future periods.

On January 24, 2012, the Company reported its decision to change its fiscal year end to December 31 from a fiscal year ending on September 30. This change in fiscal year end makes the Company’s and the Bank’s year-end coincide with the regulatory reporting periods now effective with the Company’s reorganization to a bank holding company and the Bank’s conversion to a commercial bank that occurred on May 31, 2011. As a result of the change in fiscal year, the Company is filing this transition report on Form 10-QT covering the transition period from October 1, 2011 to December 31, 2011. The reader should assume any reference the Company makes to a particular year (for example, 2010) in this report applies to the Company’s fiscal year and not the calendar year.

On July 30, 2010, the Bank entered into a purchase and assumption agreement with the FDIC to assume all of the deposits and acquire certain assets of LibertyBank, headquartered in Eugene, Oregon (the “LibertyBank Acquisition”). In August 2009, the Bank entered into a purchase and assumption agreement with the FDIC to assume all of the deposits and certain assets of Community First Bank, headquartered in Prineville, Oregon (the “CFB Acquisition”).  All of the loans purchased in the CFB Acquisition and the majority of loans and leases purchased in the LibertyBank Acquisition are included under the loss sharing agreements with the FDIC and are referred to as “covered loans.”  All real estate owned and repossessed assets (“REO”) acquired in the CFB Acquisition and the LibertyBank Acquisition are also included in the loss sharing agreements and are referred to as “covered REO.”  The covered loans and covered REO are collectively referred to as “covered assets.” Loans and foreclosed and repossessed assets not subject to loss sharing agreements with the FDIC are referred to as “noncovered loans” or “noncovered assets.”

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 fiscal year ended September 30, 2011 (“2011 Form 10-K”), filed with the Securities and Exchange Commission (“SEC”) on December 14, 2011.

Certain reclassifications have been made to prior year’s financial statements in order to conform to the current year presentation. The reclassifications had no effect on previously reported net income (loss) or equity.

Note 2 - Recent Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-12, Comprehensive Income (Topic 220) – Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. ASU 2011-12 defers changes in ASU 2011-05 that relate to the presentation of reclassification adjustments to allow the FASB time to redeliberate whether to require presentation of such adjustments on the face of the financial statements to show the effects of reclassifications out of accumulated other comprehensive income
 
 
 

8
 
 
on the components of net income and other comprehensive income. ASU 2011-12 allows entities to continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect before ASU 2011-05. All other requirements in ASU 2011-05 are not affected by ASU 2011-12.  ASU 2011-12 is effective for annual and interim periods beginning after December 15, 2011 and is not expected to have a significant impact on the Company’s Consolidated Financial Statements.

In September 2011, the FASB issued ASU 2011-08, Testing Goodwill for Impairment (Topic 350).  ASU 2011-08 permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. ASU 2011-08 is effective for interim and annual periods beginning after December 15, 2011. Early adoption is permitted. The Company did not early adopt this standard, which is not expected to have a material effect on the Company’s Consolidated Financial Statements.

In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income (Topic 220). ASU 2011-05 attempts to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. The effective date of ASU 2011-05 will be the first interim or fiscal period beginning after December 15, 2011; however, certain provisions related to the presentation of reclassification adjustments have been deferred by ASU 2011-12, Comprehensive Income (Topic 220)—Deferral of the Effective Date for Amendments to the Presentation of Reclassification of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05, as discussed above.  The Company adopted this standard effective September 30, 2011, and presented the Consolidated Statements of Comprehensive Income (Loss) as a separate statement rather than part of the Consolidated Statements of Stockholders’ Equity.

In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (International Financial Reporting Standards).  This guidance is effective for the first interim or annual period beginning on or after December 15, 2011, and will be applied prospectively beginning in the period of adoption.  The amendments change the wording used to describe requirements for measuring fair value under U.S. GAAP to be more consistent with IFRSs.  The adoption of this guidance is not expected to have a material effect on the Company’s Consolidated Financial Statements.

In April 2011, the FASB issued ASU 2011-03, Reconsideration of Effective Control for Repurchase Agreements (Topic 860). ASU 2011-03 attempts to improve the accounting for repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before maturity. The effective date of ASU 2011-03 will be the first interim or annual period beginning after December 15, 2011 and should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted. The Company is evaluating the impact this ASU will have on its financial condition and results of operations.

In April 2011, FASB issued ASU 2011-02, A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring.  ASU 2011-02 clarifies when a loan modification or restructuring is considered a troubled debt restructuring.  This guidance became effective for the first interim or annual period beginning on or after June 15, 2011, and was adopted by the Company effective October 1, 2011.  The adoption of this guidance did not have a material effect on the Company’s Consolidated Financial Statements.
 
 
 

9
 

Note 3 - Earnings (Loss) Per Share

The Company has granted stock compensation awards with non-forfeitable dividend rights, which are considered participating securities. Accordingly, earnings (loss) per share (“EPS”) is computed using the two-class method as required by ASC 260-10-45. Basic EPS is computed by dividing net income (or loss) allocated to common stock by the weighted average number of common shares outstanding during the period which excludes the participating securities. Diluted EPS 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 EPS until they are committed to be released. The following table presents the computation of basic and diluted EPS for the periods indicated (in thousands, except share and per share data):

   
Three Months Ended
December 31,
 
   
2011
   
2010
 
             
Net income (loss)
  $ 1,376     $ (1,331 )
Allocated to participating securities
    (11 )     (14 )
                 
Net income (loss) allocated to common shareholders
  $ 1,365     $ (1,317 )
                 
Weighted average common shares outstanding, including
   shares considered participating securities
    15,116,327       15,830,261  
Less:  Average participating securities
    (124,520 )     (166,825 )
Weighted average shares
    14,991,807       15,663,436  
Net effect of dilutive restricted stock
    --       --  
                 
Weighted average shares and common stock equivalents
    14,991,807       15,663,436  
                 
Income (loss) per common share:
               
Basic
  $ 0.09     $ (0.08 )
Diluted
    0.09       (0.08 )
                 
Options excluded from the calculation due to their anti-
   dilutive effect on EPS
    895,529       886,381  

 
Note 4 - Investment securities

Investment securities available-for-sale consisted of the following at the dates indicated (dollars in thousands):

   
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Fair Value
   
Percent of
Total
 
December 31, 2011
                             
Obligations of U.S. Government-sponsored enterprises (“GSE”)
  $ 65,345     $ 650     $ (11 )   $ 65,984       16.5 %
Obligations of states and political subdivisions
    20,850       992       (33 )     21,809       5.4  
Corporate note, FDIC-guaranteed
    1,005       2       --       1,007       0.3  
Mortgage-backed securities, GSE-issued
    302,539       8,480       (253 )     310,766       77.7  
Mortgage-backed securities, private label
    357       --       (46 )     311       0.1  
                                         
Total
  $ 390,096     $ 10,124     $ (343 )   $ 399,877       100.0 %
                                         
September 30, 2011
                                       
Obligations of U.S. GSE
  $ 81,751     $ 581     $ (29 )   $ 82,303       21.6 %
Obligations of states and political subdivisions
    14,855       750       --       15,605       4.1  
Corporate note, FDIC-guaranteed
    1,008       3       --       1,011       0.3  
Mortgage-backed securities, GSE-issued
    272,765       8,908       (70 )     281,603       73.9  
Mortgage-backed securities, private label
    369       --       (44 )     325       0.1  
                                         
Total
  $ 370,748     $ 10,242     $ (143 )   $ 380,847       100.0 %

 
 
 

10
 
 
For the quarter ended December 31, 2011, proceeds from sales of securities available-for-sale amounted to $27.4 million.  Gross realized gains on these sales totaled $573,000, while gross realized losses totaled $0.  Additionally, we had $8.0 million of securities called at a gain of $17,000.  We did not sell any securities during the quarter ended December 31, 2010.

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 (in thousands):

   
Less Than 12 Months
   
12 Months or Longer
   
Total
 
   
Fair Value
   
Unrealized Losses
   
Fair Value
   
Unrealized Losses
   
Fair Value
   
Unrealized Losses
 
December 31, 2011
                                   
Obligations of U.S. GSE
  $ 1,739     $ (11 )   $ --     $ --     $ 1,739     $ (11 )
Obligations of states and political subdivisions
    2,802       (33 )     --       --       2,802       (33 )
Mortgage-backed securities, GSE-issued
    38,732       (245 )     4,010       (8 )     42,742       (253 )
Mortgage-backed securities, private label
    --       --       311       (46 )     311       (46 )
                                                 
Total
  $ 43,273     $ (289 )   $ 4,321     $ (54 )   $ 47,594     $ (343 )
                                                 
September 30, 2011
                                               
Obligations of U.S. GSE
  $ 8,159     $ (22 )   $ 2,454     $ (7 )   $ 10,613     $ (29 )
Mortgage-backed securities, GSE-issued
    13,654       (70 )     10       --       13,664       (70 )
Mortgage-backed securities, private label
    --       --       325       (44 )     325       (44 )
                                                 
Total
  $ 21,813     $ (92 )   $ 2,789     $ (51 )   $ 24,602     $ (143 )

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 loss position before recovery of its cost basis.

The contractual maturities of investment securities available-for-sale are shown below (in thousands). Expected maturities may differ from the contractual maturities of such securities because borrowers have the right to prepay obligations without prepayment penalties.

   
December 31, 2011
   
September 30, 2011
 
   
Amortized
Cost
   
Fair Value
   
Amortized
Cost
   
Fair Value
 
                         
Due within one year
  $ 13,418     $ 13,455     $ 8,401     $ 8,421  
Due after one year through five years
    23,982       24,175       53,779       54,058  
Due after five years through ten years
    12,457       13,046       8,827       9,229  
Due after ten years
    37,343       38,124       26,607       27,211  
                                 
Mortgage-backed securities
    302,896       311,077       273,134       281,928  
                                 
    Total
  $ 390,096     $ 399,877     $ 370,748     $ 380,847  
 

 
 
 

11
 
As of December 31, and September 30, 2011, the Bank pledged investment securities for the following obligations (in thousands):

   
December 31, 2011
   
September 30, 2011
 
   
Amortized
Cost
   
Fair
 Value
   
Amortized
Cost
   
Fair
 Value
 
                         
FHLB borrowing line of credit
  $ 33,782     $ 36,460     $ 36,752     $ 39,838  
Federal Reserve Bank
    1,787       1,874       1,986       2,128  
Repurchase agreements
    7,458       7,858       8,218       8,604  
Deposits of municipalities and public units
    15,499       16,513       17,329       18,191  
Total
  $ 58,526     $ 62,705     $ 64,285     $ 68,761  
 
Note 5 - Loans Receivable and Allowance for Loan Losses

Loans receivable are summarized by collateral type as follows (dollars in thousands):

   
December 31, 2011
   
September 30, 2011
 
   
Amount
   
Percent
of Gross
   
Amount
   
Percent
of Gross
 
Real estate:
                       
One-to-four family residential
  $ 118,867       25.6 %   $ 125,640       26.0 %
Multifamily residential
    17,572       3.8       18,418       3.8  
Commercial
    206,215       44.3       205,929       42.6  
Total real estate
    342,654       73.7       349,987       72.4  
                                 
Real estate construction:
                               
One-to-four family residential
    9,355       2.0       9,054       1.9  
Multifamily residential
    --       --       111       --  
Commercial and land development
    16,928       3.6       16,174       3.3  
Total real estate construction
    26,283       5.6       25,339       5.2  
                                 
Consumer:
                               
Home equity
    47,192       10.2       48,901       10.1  
Automobile
    946       0.2       980       0.2  
Other consumer
    4,580       1.0       5,473       1.2  
Total consumer
    52,718       11.4       55,354       11.5  
                                 
Commercial business
    40,953       8.8       49,777       10.3  
Leases
    2,159       0.5       2,821       0.6  
Gross loans
    464,767       100.0 %     483,278       100.0 %
                                 
Deferred loan fees
    (688 )             (700 )        
Allowance for loan losses
    (14,171 )             (14,365 )        
                                 
Loans receivable, net
  $ 449,908             $ 468,213          

The following tables present loans at their recorded investment; therefore, the balances in the tables below may differ from the loan portfolio table above. Recorded investment includes the unpaid principal balance or the carrying amount of loans plus accrued interest less charge offs and net deferred loan fees. Accrued interest on loans was $1.3 million and $1.2 million as of December 31, 2011 and September 30, 2011, respectively.
 
 
 

12
 

Delinquent and nonaccrual loans. The following tables present the recorded investment in nonperforming loans and an aging of performing loans by class as of December 31, 2011 and September 30, 2011 (in thousands):

   
December 31, 2011
 
   
Nonperforming Loans
                         
   
Nonaccrual
   
Past Due 90
or More
Days,
Still Accruing
   
Total
   
Loans
Delinquent
30-59 Days
   
Loans
Delinquent
60-89 Days
   
Loans Not
Past Due
   
Total
Loans
 
Noncovered loans
                                         
Real estate:
                                         
One-to-four family residential
  $ 5,446     $ --     $ 5,446     $ 1,435     $ 149     $ 96,307     $ 103,337  
Multifamily residential
    --       --       --       --       --       13,184       13,184  
Commercial real estate
    7,601       --       7,601       --       --       137,480       145,081  
Total real estate
    13,047       --       13,047       1,435       149       246,971       261,602  
                                                         
Real estate construction:
                                                       
One-to-four family residential
    415       --       415       --       --       7,921       8,336  
Multifamily residential
    --       --       --       --       --       --       --  
Commercial real estate
    1,132       --       1,132       --       --       8,778       9,910  
Total real estate construction
    1,547       --       1,547       --       --       16,699       18,246  
                                                         
Consumer:
                                                       
Home equity
    676       --       676       55       114       33,894       34,739  
Automobile
    --       --       --       --       --       665       665  
Other consumer
    2       --       2       6       8       3,620       3,636  
Total consumer
    678       --       678       61       122       38,179       39,040  
                                                         
Commercial business
    422       --       422       --       --       5,796       6,218  
Leases
    --       --       --       --       --       257       257  
                                                         
Total noncovered loans
    15,694       --       15,694       1,496       271       307,902       325,363  
                                                         
Covered loans
                                                       
Real estate:
                                                       
One-to-four family residential
    753       --       753       --       --       14,880       15,633  
Multifamily residential
    1,372       --       1,372       --       --       3,016       4,388  
Commercial real estate
    5,934       --       5,934       --       --       55,200       61,134  
Total real estate
    8,059       --       8,059       --       --       73,096       81,155  
                                                         
Real estate construction:
                                                       
One-to-four family residential
    666       --       666       --       --       353       1,019  
Multifamily residential
    --       --       --       --       --       --       --  
Commercial real estate
    1,341       --       1,341       311       --       5,366       7,018  
   Total real estate construction
    2,007       --       2,007       311       --       5,719       8,037  
                                                         
Consumer:
                                                       
Home equity
    209       --       209       --       --       12,405       12,614  
Automobile
    --       --       --       --       --       281       281  
Other consumer
    5       --       5       --       --       973       978  
Total consumer
    214       --       214       --       --       13,659       13,873  
                                                         
Commercial business
    160       --       160       --       --       34,844       35,004  
Leases
    --       --       --       --       --       1,902       1,902  
                                                         
Total covered loans
    10,440       --       10,440       311       --       129,220       139,971  
Total gross loans
  $ 26,134     $ --     $ 26,134     $ 1,807     $ 271     $ 437,122     $ 465,334  

 
 

13
 

   
September 30, 2011
 
   
Nonperforming Loans
                         
   
Nonaccrual
   
Past Due 90
or More
Days, Still Accruing
   
Total
   
Loans
Delinquent
30-59 Days
   
Loans
Delinquent
60-89 Days
   
Loans Not
Past Due
   
Total
Loans
 
Noncovered loans
                                         
Real estate:
                                         
One-to-four family residential
  $ 4,906     $ --     $ 4,906     $ 38     $ 368     $ 104,964     $ 110,276  
Multifamily residential
    --       --       --       --       --       9,631       9,631  
Commercial real estate
    5,887       --       5,887       --       --       139,262       145,149  
Total real estate
    10,793       --       10,793       38       368       253,857       265,056  
                                                         
Real estate construction:
                                                       
One-to-four family residential
    474       --       474       --       --       7,631       8,105  
Multifamily residential
    --       --       --       --       --       111       111  
Commercial real estate
    774       --       774       --       --       5,827       6,601  
Total real estate construction
    1,248       --       1,248       --       --       13,569       14,817  
                                                         
Consumer:
                                                       
Home equity
    406       --       406       139       40       34,712       35,297  
Automobile
    --       --       --       --       --       678       678  
Other consumer
    --       --       --       8       4       4,396       4,408  
Total consumer
    406       --       406       147       44       39,786       40,383  
                                                         
Commercial business
    498       --       498       --       --       7,792       8,290  
Leases
    --       --       --       --       --       283       283  
                                                         
Total noncovered loans
    12,945       --       12,945       185       412       315,287       328,829  
                                                         
Covered loans
                                                       
Real estate:
                                                       
One-to-four family residential
    648       --       648       --       60       14,759       15,467  
Multifamily residential
    1,393       --       1,393       --       --       7,394       8,787  
Commercial real estate
    6,927       --       6,927       271       --       53,581       60,779  
 Total real estate
    8,968       --       8,968       271       60       75,734       85,033  
                                                         
Real estate construction:
                                                       
One-to-four family residential
    666       --       666       --       --       284       950  
Multifamily residential
    --       --       --       --       --       --       --  
Commercial real estate
    1,685       --       1,685       30       --       7,858       9,573  
   Total real estate construction
    2,351       --       2,351       30       --       8,142       10,523  
                                                         
Consumer:
                                                       
Home equity
    57       --       57       303       --       13,405       13,765  
Automobile
    --       --       --       --       --       302       302  
Other consumer
    20       --       20       --       1       1,078       1,099  
Total consumer
    77       --       77       303       1       14,785       15,166  
                                                         
Commercial business
    221       --       221       --       --       41,516       41,737  
Leases
    --       --       --       --       --       2,538       2,538  
                                                         
Total covered loans
    11,617       --       11,617       604       61       142,715       154,997  
Total gross loans
  $ 24,562     $ --     $ 24,562     $ 789     $ 473     $ 458,002     $ 483,826  
 
Loan Classification. The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors.  The Company analyzes loans individually by classifying the loans as to credit risk.  This analysis is performed on a monthly basis.  The Company uses the following definitions for risk classification ratings:

Watch: Loans that possess some reason for additional management oversight, such as correctable documentation deficiencies, recent financial setbacks, deteriorating financial position, industry concerns, and failure to perform on other borrowing obligations. Loans with this classification are to be monitored in an effort to correct deficiencies and upgrade the credit if warranted. At the time of this classification, they are not believed to expose the Company to significant risk.
 
 
 

14
 

 
 
Special Mention: Performing loans that have developed minor credit weaknesses since origination. Evidence of credit weakness include the primary source of repayment has deteriorated and no longer meets debt service requirements as defined in Company policy, the borrower may have a short track record and little depth of management, inadequate current financial information, marginal capitalization, and susceptibility to negative industry trends. The primary source of repayment remains viable but there is increasing reliance on collateral or guarantor support.

Substandard:  A loan is considered substandard if it is inadequately protected by the current net worth, liquidity and paying capacity of the borrower or collateral pledged. Substandard assets include those characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful:  Loans classified as doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses present make collection or liquidation in full highly questionable and improbable on the basis of currently existing facts, conditions and values.

Loss:  This classification of loans includes loans that are considered uncollectible and of such little value that their continuance as an active asset is not warranted. This does not mean the loan has no salvage value, but is neither desirable nor practical to defer writing off this asset at this time. Once a determination has been made that a loss exists, the loss amount will be charged-off. As a result, generally, the Company will not report loan balances as “Loss.”

Loans not meeting the criteria above are considered to be Pass rated loans.  The Pass classification also includes homogenous loans (such as one-to-four family and consumer loans) unless the borrower experiences a delinquency or requests a modification, at which point the loan is graded as specified above.

 
 

15
 

As of December 31, 2011 and September 30, 2011, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows (in thousands):

   
December 31, 2011
 
   
Pass
   
Watch
   
Special
Mention
   
Substandard
   
Doubtful
   
Total
Loans
 
Noncovered loans
                                   
Real estate:
                                   
One-to-four family residential
  $ 97,444     $ 110     $ --     $ 5,783     $ --     $ 103,337  
Multifamily residential
    8,131       1,670       1,024       2,359       --       13,184  
Commercial real estate
    90,458       4,307       19,407       30,909       --       145,081  
Total real estate
    196,033       6,087       20,431       39,051       --       261,602  
                                                 
Real estate construction:
                                               
One-to-four family residential
    3,849       3,819       --       668       --       8,336  
Multifamily residential
    --       --       --       --       --       --  
Commercial real estate
    8,018       --       512       1,380       --       9,910  
Total real estate construction
    11,867       3,819       512       2,048       --       18,246  
                                                 
Consumer:
                                               
Home equity
    33,715       127       40       857       --       34,739  
Automobile
    660       5       --       --       --       665  
Other consumer
    3,248       64       41       283       --       3,636  
Total consumer
    37,623       196       81       1,140       --       39,040  
                                                 
Commercial business
    5,163       304       329       422       --       6,218  
Leases
    257       --       --       --       --       257  
                                                 
Total noncovered loans
    250,943       10,406       21,353       42,661       --       325,363  
                                                 
Covered loans
                                               
Real estate:
                                               
One-to-four family residential
    7,660       347       1,573       6,053       --       15,633  
Multifamily residential
    1,654       976       169       1,589       --       4,388  
Commercial real estate
    24,134       1,672       11,812       23,516       --       61,134  
  Total real estate
    33,448       2,995       13,554       31,158       --       81,155  
                                                 
Real estate construction:
                                               
One-to-four family residential
    230       --       --       789       --       1,019  
Multifamily residential
    --       --       --       --       --       --  
Commercial real estate
    1,760       102       2,705       2,451       --       7,018  
Total real estate construction
    1,990       102       2,705       3,240       --       8,037  
                                                 
Consumer:
                                               
Home equity
    11,713       138       --       763       --       12,614  
Automobile
    281       --       --       --       --       281  
Other consumer
    942       14       --       22       --       978  
Total consumer
    12,936       152       --       785       --       13,873  
                                                 
Commercial business
    21,408       1,755       5,353       6,488       --       35,004  
Leases
    1,902       --       --       --       --       1,902  
                                                 
Total covered loans
    71,684       5,004       21,612       41,671       --       139,971  
Total gross loans
  $ 322,627     $ 15,410     $ 42,965     $ 84,332     $ --     $ 464,334  

 
 

16
 

   
September 30, 2011
 
   
Pass
   
Watch
   
Special
Mention
   
Substandard
   
Doubtful
   
Total
Loans
 
Noncovered loans
                                   
Real estate:
                                   
One-to-four family residential
  $ 104,459     $ 69     $ --     $ 5,748     $ --     $ 110,276  
Multifamily residential
    5,407       1,682       1,032       1,510       --       9,631  
Commercial real estate
    90,001       7,588       17,470       30,090       --       145,149  
Total real estate
    199,867       9,339       18,502       37,348       --       265,056  
                                                 
Real estate construction:
                                               
One-to-four family residential
    5,198       2,181       --       726       --       8,105  
Multifamily residential
    --       --       111       --       --       111  
Commercial real estate
    4,488       --       643       1,470       --       6,601  
Total real estate construction
    9,686       --       754       2,196       --       14,817  
                                                 
Consumer:
                                               
Home equity
    34,546       125       39       587       --       35,297  
Automobile
    672       6       --       --       --       678  
Other consumer
    4,228       103       48       29       --       4,408  
Total consumer
    39,446       234       87       616       --       40,383  
                                                 
Commercial business
    7,204       220       381       485       --       8,290  
Leases
    283       --       --       --       --       283  
                                                 
Total noncovered loans
    256,486       11,974       19,724       40,645       --       328,829  
                                                 
Covered loans
                                               
Real estate:
                                               
One-to-four family residential
    4,848       788       1,971       7,860       --       15,467  
Multifamily residential
    6,046       1,136       170       1,435       --       8,787  
Commercial real estate
    24,407       2,060       12,005       22,307       --       60,779  
Total real estate
    35,301       3,984       14,146       31,602       --       85,033  
                                                 
Real estate construction:
                                               
One-to-four family residential
    235       --       --       715       --       950  
Multifamily residential
    --       --       --       --       --       --  
Commercial real estate
    2,053       117       2,594       4,809       --       9,573  
Total real estate construction
    2,288       117       2,594       5,524       --       10,523  
                                                 
Consumer:
                                               
Home equity
    13,222       474       --       69       --       13,765  
Automobile
    302       --       --       --       --       302  
Other consumer
    1,047       14       --       38       --       1,099  
Total consumer
    14,571       488       --       107       --       15,166  
                                                 
Commercial business
    28,273       1,464       7,268       4,732       --       41,737  
Leases
    2,538       --       --       --       --       2,538  
                                                 
Total covered loans
    82,971       6,053       24,008       41,965       --       154,997  
Total gross loans
  $ 339,457     $ 18,027     $ 43,732     $ 82,610     $ --     $ 483,826  
 
 
 

17
 

 
Impaired Loans. 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 with the borrower. Additionally, all troubled debt restructurings (“TDR”) are considered impaired. The following table summarizes impaired loans as of and during the three months ended December 31, 2011 and September 30, 2011 (in thousands):

   
December 31,
2011
   
September 30,
2011
 
             
Impaired loans with related specific allowance
  $ 8,787     $ 6,617  
Impaired loans with no related allowance
    13,355       10,825  
                 
Total impaired loans
  $ 22,142     $ 17,442  
                 
Specific allowance on impaired loans
  $ 1,569     $ 1,360  
Average balance of impaired loans for the three months ended December 31, 2011 and December 31, 2010
    19,795       25,258  

Interest income recorded on impaired loans was immaterial during those periods.

The following tables present loans deemed impaired by portfolio segment as of and during the three months ended December 31, 2011 and September 30, 2011 (in thousands):

   
December 31, 2011
 
   
Unpaid Principal Balance
   
Recorded Investment
   
Allowance for Loan Losses Allocated
   
Average Recorded Investment
 
Noncovered loans
                       
With no related allowance recorded:
                       
One-to-four family residential
  $ 5,147     $ 4,654     $ --     $ 3,989  
Commercial and multifamily
    2,651       2,415       --       2,087  
Real estate construction
    2,155       770       --       756  
Home equity
    1,010       614       --       448  
Consumer
    42       42       --       21  
Commercial business and leases
    592       427       --       463  
Total noncovered loans with no related allowance
    11,597       8,922       --       7,764  
                                 
With an allowance recorded:
                               
One-to-four family residential
    1,572       1,576       (359 )     1,701  
Commercial and multifamily
    6,035       6,035       (737 )     5,082  
Real estate construction
    873       873       (204 )     694  
Home equity
    303       303       (269 )     226  
Total noncovered loans with an allowance recorded
    8,783       8,787       (1,569 )     7,703  
                                 
Covered loans
                               
With no related allowance recorded:
                               
One-to-four family residential
    663       436       --       407  
Commercial and multifamily
    3,279       2,708       --       2,752  
Real estate construction
    1,798       864       --       867  
Home equity
    643       209       --       133  
Consumer
    4       4       --       12  
Commercial business and leases
    236       212       --       157  
Total covered loans with no related allowance
    6,623       4,433       --       4,328  
Total impaired loans
  $ 27,003     $ 22,142     $ (1,569 )   $ 19,795  

 
 

18
 


   
September 30, 2011
   
For the Three
Months Ended
December 31,
 2010
 
   
Unpaid
Principal
Balance
   
Recorded
Investment
   
Allowance for
Loan Losses
Allocated
   
Average
Recorded
Investment
 
Noncovered loans
                       
With no related allowance recorded:
                       
One-to-four family residential
  $ 3,756     $ 3,325     $ --     $ 660  
Commercial real estate
    1,897       1,759       --       2,258  
Real estate construction
    2,261       741       --       699  
Home equity
    1,352       281       --       17  
Commercial business and leases
    663       498       --       449  
Total noncovered loans with no related allowance
    9,929       6,604       --       4,083  
                                 
With an allowance recorded:
                               
One-to-four family residential
    1,823       1,826       (412 )     2,844  
Commercial real estate
    4,128       4,128       (602 )     6,476  
Real estate construction
    514       514       (227 )     2,495  
Home equity
    149       149       (119 )     131  
Commercial business and leases
    --       --       --       786  
Total noncovered loans with an allowance recorded
    6,614       6,617       (1,360 )     12,732  
                                 
Covered loans
                               
With no related allowance recorded:
                               
One-to-four family residential
    604       377       --       192  
Multifamily residential
    --       --       --       975  
Commercial real estate
    3,525       2,796       --       5,348  
Real estate construction
    1,801       869       --       1,445  
Home equity
    365       57       --       --  
Consumer
    37       20       --       --  
Commercial business and leases
    132       102       --       483  
Total covered loans with no related allowance
    6,464       4,221       --       8,443  
Total impaired loans
  $ 23,007     $ 17,442     $ (1,360 )   $ 25,258  
 
 
 

19
 

 
Allowance for Loan Losses. The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of December 31, 2011 and September 30, 2011 (in thousands):

   
December 31, 2011
 
   
Allowance for Loan Losses
   
Recorded Investment
 
   
Individually
Evaluated
for
Impairment
   
Collectively
Evaluated for Impairment
   
Acquired with Deteriorated
Credit Quality
   
Individually
Evaluated for Impairment
   
Collectively
Evaluated for Impairment
   
Acquired with Deteriorated
Credit Quality
 
Noncovered loans
                                   
One-to-four family residential
  $ 359     $ 1,384     $ --     $ 6,230     $ 97,107     $ --  
Commercial and multifamily
    737       4,443       --       8,450       149,815       --  
Real estate construction
    204       518       --       1,643       16,603       --  
Home equity
    269       1,757       --       917       33,822       --  
Consumer
    --       71       --       42       2,045       2,214  
Commercial business
    --       141       --       427       5,791       --  
Leases
    --       64       --       --       257       --  
Total noncovered loans
    1,569       8,378       --       17,709       305,440       2,214  
                                                 
Covered loans
                                               
One-to-four family residential
    --       30       --       436       6,077       9,120  
Commercial and multifamily
    --       1,026       --       2,708       21,918       40,896  
Real estate construction
    --       151       2,050       864       1,547       5,626  
Home equity
    --       277       --       209       5,250       7,155  
Consumer
    --       32       10       4       1,213       42  
Commercial business
    --       384       264       212       5,515       29,277  
Leases
    --       --       --       --       1,902       --  
Total covered loans
    --       1,900       2,324       4,433       43,422       92,116  
Total gross loans
  $ 1,569     $ 10,278     $ 2,324     $ 22,142     $ 348,862     $ 94,330  


   
September 30, 2011
 
   
Allowance for Loan Losses
   
Recorded Investment
 
   
Individually
 Evaluated
for
Impairment
   
Collectively
Evaluated for Impairment
   
Acquired with Deteriorated
Credit Quality
   
Individually
Evaluated for Impairment
   
Collectively
Evaluated for Impairment
   
Acquired with Deteriorated
Credit Quality
 
Noncovered loans
                                   
One-to-four family residential
  $ 412     $ 984     $ --     $ 5,151     $ 105,125     $ --  
Commercial and multifamily
    602       4,401       --       5,887       148,893       --  
Real estate construction
    227       671       --       1,255       13,562       --  
Home equity
    119       1,460       --       430       34,867       --  
Consumer
    --       62       --       --       2,710       2,376  
Commercial business
    --       211       --       498       7,792       --  
Leases
    --       76       --       --       283       --  
Total noncovered loans
    1,360       7,865       --       13,221       313,232       2,376  
                                                 
Covered loans
                                               
One-to-four family residential
    --       77       --       377       2,933       12,157  
Commercial and multifamily
    --       1,597       --       2,796       26,374       40,396  
Real estate construction
    --       698       1,871       869       3,092       6,562  
Home equity
    --       340       --       57       5,683       8,025  
Consumer
    --       31       --       20       1,319       62  
Commercial business
    --       432       94       102       7,152       34,483  
Leases
    --       --       --       --       2,538       --  
Total covered loans
    --       3,175       1,965       4,221       49,091       101,685  
Total gross loans
  $ 1,360     $ 11,040     $ 1,965     $ 17,442     $ 362,323     $ 104,061  
 
 
 

20
 

 
Activity in the allowance for loan losses for the three months ended December 31, 2011 and 2010 was as follows (in thousands):

   
As of
September 30,
2011
   
Provisions
   
Charge-Offs
   
Recoveries
   
As of
December 31,
2011
 
Noncovered loans
                             
One-to-four family residential
  $ 1,396     $ 544     $ (239 )   $ 42     $ 1,743  
Commercial and multifamily
    5,003       303       (127 )     1       5,180  
Real estate construction
    898       (1,260 )     (3 )     1,087       722  
Home equity
    1,579       475       (65 )     37       2,026  
Consumer
    62       20       (12 )     1       71  
Commercial business
    211       (70 )     --       --       141  
Leases
    76       (12 )     --       --       64  
                                         
Total noncovered loans
    9,225       --       (446 )     1,168       9,947  
                                         
Covered loans
                                       
One-to-four family residential
    77       (47 )     --       --       30  
Commercial and multifamily
    1,597       (349 )     (224 )     2       1,026  
Real estate construction
    2,569       (354 )     (80 )     66       2,201  
Home equity
    340       66       (129 )     --       277  
Consumer
    31       11       --       --       42  
Commercial business
    526       199       (81 )     4       648  
Total covered loans
    5,140       (474 )     (514 )     72       4,224  
Total
  $ 14,365     $ (474 )   $ (960 )   $ 1,240     $ 14,171  


   
As of
September 30,
2010
   
Provisions
   
Charge-Offs
   
Recoveries
   
As of
December 31,
2010
 
Noncovered loans
                             
One-to-four family residential
  $ 3,165     $ (369 )   $ (789 )   $ 203     $ 2,210  
Commercial and multifamily
    5,188       1,378       (37 )     7       6,536  
Real estate construction
    1,427       (791 )     (78 )     399       957  
Home equity
    1,517       552       (716 )     3       1,356  
Consumer
    138       (80 )     (7 )     3       54  
Commercial business
    470       377       --       4       851  
                                         
Total noncovered loans
    11,905       1,067       (1,627 )     619       11,964  
                                         
Covered loans
                                       
One-to-four family residential
    53       127       (110 )     --       70  
Commercial and multifamily
    2,258       449       (715 )     18       2,010  
Real estate construction
    448       1,141       (1,149 )     13       453  
Home equity
    --       421       --       --       421  
Consumer
    248       (169 )     (30 )     --       49  
Commercial business
    520       (36 )     (58 )     16       442  
Total covered loans
    3,527       1,933       (2,062 )     47       3,445  
Total
  $ 15,432     $ 3,000     $ (3,689 )   $ 666     $ 15,409  

Troubled Debt Restructurings (TDRs). The internal process used to assess whether a modification should be reported and accounted for as TDRs 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. The modification of the terms of such loans generally includes one or a combination of the following: a reduction of the stated interest rate of the loan; an extension of the maturity date at a stated rate of interest lower than the current market rate for the new debt with similar risk; or a permanent reduction of the recorded investment in the loan.

 
 

21
 

TDRs totaled $9.1 million and $7.0 million at December 31, 2011 and September 30, 2011, respectively, and are included in the impaired loan disclosures below. Of these amounts, $620,000 and $440,000 were covered under loss sharing agreements with the FDIC at December 31, 2011 and September 30, 2011 respectively. The Company has allocated $1.1 million and $1.2 million of specific reserves to customers whose loan terms have been modified in TDRs as of December 31, 2011 and September 30, 2011.  There were no commitments to lend additional amounts to customers with outstanding loans that are classified as TDRs.

Modifications to loans not accounted for as TDRs totaled $4.1 million at December 31, 2011. Approximately $1.2 million of those modifications resided in the noncovered loan portfolio. These loans were not considered to be TDRs 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.

The following tables present TDRs at December 31, 2011 and September 30, 2011 (in thousands):

   
December 31, 2011
   
September 30, 2011
 
   
Accrual
Status
   
Nonaccrual
Status
   
Total
Modifications
   
Accrual
Status
   
Nonaccrual
Status
   
Total
Modifications
 
Noncovered loans
                                   
One- to four- family residential
  $ 241     $ 1,549     $ 1,790     $ 244     $ 1,607     $ 1,851  
Commercial and multifamily
    274       5,309       5,583       --       4,128       4,128  
Real estate construction
    6       428       434       7       514       521  
Home equity
    16       234       250       17       54       71  
Commercial business and leases
    --       395       395       --       --       --  
                                                 
Total noncovered
    537       7,915       8,452       268       6,303       6,571  
                                                 
Covered loans
                                               
Commercial and multifamily
    180       232       412       181       49       230  
Real estate construction
    --       208       208       --       210       210  
                                                 
Total covered
    180       440       620       181       259       440  
Total
  $ 717     $ 8,355     $ 9,072     $ 449     $ 6,562     $ 7,011  

The following table presents new TDRs at recorded investment that occurred during the three months ended December 31, 2011 (dollars in thousands).  In each instance, the modification involved a reduction of the stated interest rate of the loan for periods ranging from six to 24 months.  In one instance, the modification involved an extension of a maturity date by 27 months.  One of the modifications resulted in a partial charge-off of $56,000.

   
Number of Contracts
   
Pre-
Modification Balance
   
Post- Modification Balance
 
Noncovered loans
                 
One- to four- family residential
    1     $ 100     $ 100  
Commercial and multifamily
    2       1,636       1,636  
Home equity
    2       182       182  
Commercial business and leases
    1       395       395  
                         
Total noncovered
    6       2,313       2,313  
                         
Covered loans
                       
Commercial and multifamily
    1       288       232  
                         
Total covered
    1       288       232  
                         
Total
    7     $ 2,601     $ 2,545  

During the three months ended December 31, 2011, we did not incur a payment default on any loan that had been modified previously during the last twelve months.  A default on a TDR results in either a transfer to nonaccrual status or a charge-off.
 
 
 

22
 
 
The following table presents TDRs at December 31, 2011 which were performing according to agreement (dollars in thousands):

   
December 31, 2011
 
   
Number of
Contracts
   
Recorded Investment
 
Noncovered loans
           
One- to four- family residential
    9     $ 1,428  
Commercial and multifamily
    3       4,118  
Real estate construction
    3       344  
Home equity
    3       198  
                 
Total noncovered
    18       6,088  
                 
Covered loans
               
Commercial and multifamily
    2       411  
                 
Total covered
    2       411  
                 
Total
    20     $ 6,499  

Purchased Credit Impaired Loans. The Bank has purchased loans for which there was, at acquisition, evidence of deterioration of credit quality since origination and it was probable, at acquisition, that all contractually required payments would not be collected. These loans are accounted for under ASC 310-30. At the acquisition date, management estimated the fair value of the acquired loan portfolios which represented the expected cash flows from the portfolio discounted at a market-based rate. Included in the estimate of fair value was a discount credit adjustment that reflected expected credit losses. In estimating the preliminary fair value, management calculated the contractual amount and timing of undiscounted principal and interest payments (the “undiscounted contractual cash flows”) and estimated the amount and timing of undiscounted expected principal and interest payments (the “undiscounted expected cash flows”). The amount by which the undiscounted expected cash flows exceed the estimated fair value (the “accretable yield”) is accreted into interest income over the life of the loans. The difference between the undiscounted contractual cash flows and the undiscounted expected cash flows is the nonaccretable difference. The nonaccretable difference represents an estimate of the credit risk in the acquired loan and lease portfolio at the acquisition date.  The following table details activity of accretable yield (in thousands):

   
Three Months Ended
December 31,
 
   
2011
   
2010
 
             
Beginning balance of accretable yield
  $ 31,860     $ 35,163  
                 
Changes in accretable yield due to:
               
Transfer from nonaccretable difference
    4,844       --  
Accretable yield recognized as interest income
    (7,789 )     (3,436 )
                 
Ending balance of accretable yield
  $ 28,915     $ 31,727  

The carrying amount of loans for which income is not being recognized on loans individually accounted for under ASC 310-30 totaled $7.7 million and $8.8 million at December 31, 2011 and September 30, 2011, respectively, all of which were purchased in the CFB Acquisition. At December 31, 2011 and September 30, 2011, the allowance for losses on purchased credit impaired loans was $2.3 million and $2.0 million, respectively.  The provision for loan losses and reductions in the allowance for purchased credit impaired loans was $398,000 and $15,000, respectively, during the quarter ended December 31, 2011.

 
 

23
 


Note 6 – Fair Value Measurement

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  There are three levels of inputs that may be used to measure fair values:

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The Company used the following methods and significant assumptions to estimate fair value:

Investment Securities.  The fair values for investment securities are determined by quoted market prices, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3). Discounted cash flows are calculated using spread to swap and LIBOR curves that are updated to incorporate loss severities, volatility, credit spread and optionality. During times when trading is more liquid, broker quotes are used (if available) to validate the model. Rating agency and industry research reports as well as defaults and deferrals on individual securities are reviewed and incorporated into the calculations.

Impaired Loans.  The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.

Real Estate Owned (REO).  Nonrecurring adjustments to certain commercial and residential real estate properties classified as REO are measured at fair value, less costs to sell. Fair values are based on recent real estate appraisals. These appraisals may use a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.

 
 

24
 

The following table summarizes the Company’s financial assets that were measured at fair value on a recurring basis at December 31, 2011 and September 30, 2011 (in thousands):

   
Level 1
   
Level 2
   
Level 3
   
Total
 
December 31, 2011
                       
Obligations of U.S. GSE
  $ --     $ 65,984     $ --     $ 65,984  
Obligations of states and political subdivisions
    --       21,809       --       21,809  
Corporate note, FDIC-guaranteed
    --       1,007       --       1,007  
Mortgage-backed securities, GSE issued
    --       310,766       --       310,766  
Mortgage-backed securities, private label
    --       311       --       311  
                                 
September 30, 2011
                               
Obligations of U.S. GSE
  $ --     $ 82,303     $ --     $ 82,303  
Obligations of states and political subdivisions
    --       15,605       --       15,605  
Corporate note, FDIC-guaranteed
    --       1,011       --       1,011  
Mortgage-backed securities, GSE issued
    --       281,603       --       281,603  
Mortgage-backed securities, private label
    --       325       --       325  

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 December 31, 2011 and September 30, 2011 (in thousands):

   
Level 1
   
Level 2
   
Level 3
   
Total
 
                         
December 31, 2011
                       
Impaired loans:
                       
One-to-four family residential
  $ --     $ --     $ 3,453     $ 3,453  
Commercial and multifamily
    --       --       9,132       9,132  
Real estate construction
    --       --       2,033       2,033  
Home equity
    --       --       536       536  
Commercial business
    --       --       420       420  
Total impaired loans
    --       --       15,574       15,574  
                                 
REO:
                               
One-to-four family residential
    --       --       1,984       1,984  
Commercial and multifamily
    --       --       4,416       4,416  
Real estate construction
    --       --       4,551       4,551  
Total REO
    --       --       10,951       10,951  
                                 
Total impaired loans and REO at fair value
  $ --     $ --     $ 26,525     $ 26,525  
                                 
September 30, 2011
                               
Impaired loans:
                               
One-to-four family residential
  $ --     $ --     $ 3,060     $ 3,060  
Commercial and multifamily
    --       --       5,853       5,853  
Real estate construction
    --       --       1,071       1,071  
Home equity
    --       --       183       183  
Consumer
    --       --       15       15  
Commercial business
    --       --       67       67  
Total impaired loans
    --       --       10,249       10,249  
                                 
REO:
                               
One-to-four family residential
    --       --       1,250       1,250  
Commercial and multifamily
    --       --       4,354       4,354  
Real estate construction
    --       --       5,098       5,098  
Total REO
    --       --       10,702       10,702  
                                 
Total impaired loans and REO at fair value
  $ --     $ --     $ 20,951     $ 20,951  
 
 
 

25
 

 
Impaired loans, which are measured for impairment using the fair value of the collateral at December 31, 2011, had a carrying amount of $15.6 million, net of specific valuation allowances totaling $1.6 million. The specific valuation allowance on impaired loans during the quarters ended December 31, 2011 and 2010, required a provision of $209,000 and $900,000, respectively.

REO, which is recorded at estimated fair value less costs to sell, had a carrying amount of $11.0 million at December 31, 2011, which is comprised of the outstanding balance of $11.0 million, with no valuation allowance.  At September 30, 2011, REO measured at fair value less costs to sell had a carrying value of $10.7 million, which is made up of the outstanding balance of $10.7 million, with no valuation allowance.  The provision for declines in the value of real estate owned totaled $482,000 and $675,000 for the quarters ended December 31, 2011 and 2010, respectively, net of amounts recoverable from the FDIC under loss sharing agreements.

The estimated fair values of the Company’s financial instruments at December 31, 2011 and September 30, 2011 were as follows (in thousands):

   
December 31, 2011
   
September 30, 2011
 
   
Carrying
Value
   
Estimated
Fair Value
   
Carrying
Value
   
Estimated
Fair Value
 
Financial assets:
                       
Cash and cash equivalents
  $ 144,293     $ 144,293     $ 190,734     $ 190,734  
Investment securities
    399,877       399,877       380,847       380,847  
Loans held for sale
    --       --       2,088       2,088  
Loans receivable, net
    447,749       462,009       465,392       474,899  
FDIC indemnification receivable, net
    23,676       23,676       33,863       33,863  
FHLB stock
    17,717       n/a       17,717       n/a  
Accrued interest receivable
    2,857       2,857       2,800       2,800  
                                 
Financial liabilities:
                               
Demand and savings deposits
  $ 633,637     $ 633,637     $ 649,210     $ 649,210  
Certificates of deposit
    272,462       276,822       310,299       315,492  
Repurchase agreements
    4,913       4,982       4,892       4,977  
Advances by borrowers for taxes and insurance
    358       358       1,333       1,333  
Accrued interest payable
    219       219       249       249  

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. Leases are excluded from the table above.

FDIC Indemnification Asset. Carrying value approximates fair value as the receivable is recorded at the net present value of estimated cash flows.

Accrued Interest Receivable.  The carrying amount approximates fair value.
-
 
 

26
 

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.

Repurchase Agreements.  The fair value of these 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 December 31, 2011 and September 30, 2011, were insignificant.

Note 7 –FDIC Indemnification Receivable

Activity in the FDIC indemnification receivable for the twelve months ended September 30, 2011 and three months ended December 31, 2011, was as follows (in thousands):

    Reimbursement Rate    
 
         
 
 
     80%      95%    
Receivable
   
Discount
   
Receivable
 
                                   
Balance at September 30,  2010
  $ 80,667     $ 3,578     $ 67,933     $ (3,359 )   $ 64,574  
                                         
Payments from FDIC for losses on covered assets
    (40,721 )     (2,560 )     (35,009 )     --       (35,009 )
(Decrease) increase in estimated losses
    (8,393 )     8,056       939       --       939  
Discount accretion
    --       --       --       3,359       3,359  
                                         
Balance at September 30, 2011
    31,553       9,074       33,863       --       33,863  
                                         
Payments from FDIC for losses on covered assets, net
    (2,100 )     (3,561 )     (5,063 )     --       (5,063 )
Decrease  in estimated losses
    (5,667 )     (621 )     (5,124 )     --       (5,124 )
                                         
Balance at December 31, 2011
  $ 23,786     $ 4,892     $ 23,676     $ --     $ 23,676  

For estimated losses on covered assets purchased in the CFB Acquisition, 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.  For estimated losses on covered assets purchased in the LibertyBank Acquisition, amounts receivable from the FDIC have been estimated at 80% of losses on all covered assets.

 
 

27
 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

On January 24, 2012, the Company reported its decision to change its fiscal year end to December 31 from a fiscal year ending on September 30. This change in fiscal year end makes the Company’s and the Bank’s year-end coincide with the regulatory reporting periods now effective with the Company’s reorganization to a bank holding company and the Bank’s conversion to a commercial bank that occurred on May 31, 2011. As a result of the change in fiscal year, the Company is filing this transition report on Form 10-QT covering the transition period from October 1, 2011 to December 31, 2011.

Forward-Looking Statements and “Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995

This report contains forward-looking statements, which can be identified by the use of words such as “believes,” “intends,” “expects,” “anticipates,” “estimates” or similar expressions.  Forward-looking statements include, but are not limited to:

·  
statements of our goals, intentions and expectations;
·  
statements regarding our business plans, prospects, growth and operating strategies;
·  
statements regarding the quality of our loan and investment portfolios; and
·  
estimates of our risks and future costs and benefits.

These forward-looking statements are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements due to, among others, the following factors:

·  
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-term and long-term interest rates, deposit interest rates, our net interest margin and funding sources;
·  
risks related to acquiring assets in or entering markets in which we have not previously operated and may not be familiar;
·  
fluctuations in the demand for loans, the number of unsold homes and properties in foreclosure and fluctuations in real estate values in our market areas;
·  
results of examinations of the Company by the Federal Reserve Board and of our bank subsidiary by the Federal Deposit Insurance Corporation (FDIC) and the Idaho Department of Finance or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our reserve 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 and could increase our deposit premiums;
·  
legislative or regulatory changes, such as the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) and its implementing regulations that adversely affect our business, as well as changes in regulatory policies and principles or the  interpretation of regulatory capital or other rules;
·  
our ability to attract and retain deposits;
·  
further increases in premiums for deposit insurance;
·  
our ability to realize the residual values of our leases;
·  
our ability to control operating costs and expenses;
·  
the use of estimates in determining the fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation;
·  
difficulties in reducing risks associated with the loans on our balance sheet;
·  
staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our workforce and potential associated charges;
·  
computer systems on which we depend could fail or experience a security breach;
·  
our ability to retain key members of our senior management team;
·  
costs and effects of litigation, including settlements and judgments;
 
 
 

28
 
 
·  
our ability to successfully integrate any assets, liabilities, customers, systems, and management personnel we have acquired, including the Community First Bank and LibertyBank transactions described in this report, or may in the future acquire from our merger and acquisition activities into our operations, our ability to retain clients and employees and our ability to realize related revenue synergies and cost savings within expected time frames, or at all, and any goodwill charges related thereto and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, which might be greater than expected;
·  
the possibility that the expected benefits from the FDIC-assisted acquisitions will not be realized;
·  
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;
·  
our ability to pay dividends on our common stock;
·  
adverse changes in the securities markets and the value of our investment securities;
·  
the inability of key third-party providers to perform their obligations to us;
·  
changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the Financial Accounting Standards Board, including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods; and
·  
other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services and the other risks described as detailed from time to time in our filings with the SEC, including this Form 10-QT and subsequently filed Quarterly Reports on Form 10-Q.  Such developments could have an adverse impact on our financial position and our results of operations.

Any of the forward-looking statements that we make in this transition report and in other public statements we make may turn out to be wrong because of inaccurate assumptions we might make, because of the factors illustrated above or because of other factors that we cannot foresee. Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements and you should not rely on such statements. We undertake no obligation to publish revised forward-looking statements to reflect the occurrence of unanticipated events or circumstances after the date hereof.  These risks could cause our actual results for fiscal year 2012 and beyond to differ materially from those expressed in any forward-looking statements by or on behalf of us, and could negatively affect our financial condition, liquidity and operating and stock price performance.

As used throughout this report, the term the “Company” refers to Home Federal Bancorp and its consolidated subsidiaries, unless the context otherwise requires.

Background and Overview

Home Federal Bancorp, Inc. is a Maryland corporation that serves as the holding company for Home Federal Bank (the “Bank”). The Company’s common stock is traded on the NASDAQ Global Select Market under the symbol “HOME” and is included in the U.S. Russell 2000® Index.

The Bank is a state-chartered, FDIC-insured commercial bank and is a community-oriented financial institution dedicated to serving the financial service needs of consumers and businesses within its market areas.  The Bank’s primary business is attracting deposits from the general public and using these funds to originate loans.  The Bank emphasizes the direct origination of commercial business loans, commercial real estate loans, construction and residential development loans, and consumer loans.

On August 7, 2009, the Bank entered into a purchase and assumption agreement with loss share with the FDIC to assume nearly all of the deposits and certain other liabilities and acquire certain assets, including loans and real estate owned and other repossessed assets (“REO”) of Community First Bank, a full service commercial bank, headquartered in Prineville, Oregon (the “CFB Acquisition”). The loans and REO purchased are covered by loss sharing agreements between the FDIC and Home Federal Bank, which afford the Bank significant protection. Under the loss sharing agreements, Home Federal Bank will share in the losses and certain reimbursable expenses on assets
 
 
 

29
 
 
covered under the agreement. The FDIC has agreed to reimburse Home Federal Bank for 80% of losses and certain reimbursable expenses up to $34.0 million, and 95% of losses that exceed that amount on covered assets.

On July 30, 2010, the Bank entered into a purchase and assumption agreement with the FDIC to assume all of the deposits and certain other liabilities and acquire certain assets of LibertyBank, headquartered in Eugene, Oregon (the “LibertyBank Acquisition”). Nearly all of the loans and REO purchased are covered by loss sharing agreements. The FDIC has agreed to reimburse Home Federal Bank for 80% of losses and certain reimbursable expenses on covered assets. The LibertyBank Acquisition has been incorporated prospectively in the Company’s financial statements and significantly increased the Company’s assets, income and expenses.

At December 31, 2011, Home Federal Bank had operations in three distinct market areas including Boise, Idaho, and surrounding communities, together known as the Treasure Valley region of southwestern Idaho, which we refer to as the Idaho Region. The CFB Acquisition resulted in the Bank’s entrance to the Tri-County Region of Central Oregon, including the counties of Crook, Deschutes and Jefferson. We refer to this market as the Central Oregon Region. In addition to deepening its presence in Central Oregon, as a result of the LibertyBank Acquisition, the Bank also operates in Lane, Josephine, Jackson, and Multnomah counties in Oregon, including the communities of Eugene, Grants Pass and Medford, Oregon. We refer to these markets as our Western Oregon Region. At December 31, 2011, the Bank had 29 full-service branches after closing four branches on December 31, 2011.  In addition, the Bank’s last remaining Walmart in-store branch was closed on January 5, 2012, which reduced the number of our branches to 28.

The Company reported earnings of $1.4 million, or $0.09 per diluted share, for the three months ended December 31, 2011, compared to a loss of ($1.3 million), or ($0.08) per diluted share, for the same period a year ago. The Company’s return to profitability was attributable to a reduction in operating expenses, gains on the sales of securities and facilities, and continued improvement in covered asset quality, which resulted in higher yields on purchased loans and lower credit costs. During the quarter ended December 31, 2011, a negative provision for loan losses was recorded on covered loans purchased in the FDIC-assisted acquisitions. Nearly all of the negative provision was offset by a correlating impairment of the FDIC indemnification asset due to this reduction in estimated losses on covered loans, which is reported in other income on the Consolidated Statements of Operations. A provision was not recorded on noncovered loans during the quarter ended December 31, 2011.

The following items summarize key activities of the Company during the quarter ended December 31, 2011:

·  
The Company repurchased 390,131 shares of its common stock during the quarter at an average cost of $10.02 per share. Approximately 510,000 shares remain available for repurchase under the current repurchase program;
·  
Net interest income before the provision for loan losses increased $6.0 million when compared to the quarter ended December 31, 2010, due to a higher yield on purchased loans and a declining cost of funds in the 2011 period;
·  
The provision for loan losses, net of the FDIC indemnification impairment related to the negative provision, totaled $41,000 during the quarter ended December 31, 2011. No provision for loan losses on noncovered originated loans was recorded during the quarter;
·  
The Bank sold one of the buildings and fixtures from a closed branch in December 2011 and recorded a pre-tax gain of $264,000;
·  
Noninterest income during the quarter ended December 31, 2011, includes impairment of the FDIC indemnification asset for covered loans of $4.7 million and a $515,000 offset (impairment) due to the negative provision for loan losses, both a result of a reduction in estimated future losses on covered loans;
·  
Service charges and fees declined $439,000 from the quarter ended September 30, 2011 and $213,000 compared to the quarter ended December 31, 2010;
·  
The Company sold investment securities and recorded a pre-tax gain of $590,000 during the quarter ended December 31, 2011, compared to $607,000 in the quarter ended September 30, 2011;
·  
Noninterest expense decreased by $2.5 million during the quarter ended December 31, 2011, compared to the linked quarter as the quarter ended September 30, 2011, included a number of items related to the Company’s previously announced branch closures. Noninterest expense in the quarter ended December 31, 2011, was $2.8 million lower than the quarter ended December 31, 2010;
 
 
 

30
 
 
·  
The provision for real estate owned totaled $482,000 during the quarter ended December 31, 2011, compared to $86,000 in the linked quarter and $675,000 in the year-ago quarter;
·  
Total assets decreased $60.8 million during the quarter ended December 31, 2011, compared to September 30, 2011. Loans declined $18.3 million compared to September 30, 2011, and $123.5 million compared to December 31, 2010; and
·  
Noncovered nonperforming assets increased $1.9 million, or 9.3%, compared to September 30, 2011, and represented 1.98% of total assets. Total nonperforming assets decreased $2.0 million.

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. 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 consolidated financial statements. These policies relate to the determination of the allowance for loan losses (including the evaluation of impaired loans and the associated provision for loan losses), accounting for acquired loans and covered assets, the valuation of real estate owned, as well as deferred income taxes and the associated income tax expense.

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 losses inherent in the loan portfolio. 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 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.  The specific allowance component is determined when management believes that the collectability of an individually reviewed loan has been impaired and a loss is probable. The general allowance component relates to assets with no well-defined deficiency or weakness and takes into consideration loss that is inherent within the portfolio but has not been identified. The general allowance is determined by applying a historical loss percentage 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 environmental factors such as changes in underwriting standards and unemployment rates that may increase or decrease those loss factors. As a result of the imprecision in calculating inherent and potential losses, environmental adjustments are added to 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.

The allowance for loan losses 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.  Reductions in estimated or known losses may result in a reduction in the allowance for loan losses, which may be effected through a “negative” provision for loan losses.  Provisions for losses on covered loans are recorded gross of recoverable amounts from the FDIC under the loss sharing agreements. The recoverable portion of the provision for loan losses on covered loans is recorded in noninterest income as “FDIC indemnification recovery.”

The allowance for loan losses on noncovered originated loans consists of specific reserves allocated to individually reviewed loans and general reserves on all other noncovered originated loans. Commencing in April 2011, management changed its accounting policy for specific allowances on noncovered originated loans in process of
 
 
 

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foreclosure. Previously, the Bank would maintain a specific reserve on these noncovered impaired loans. Since April 2011, such deficiencies on loans in process of foreclosure are classified as “Loss” under our credit grading process and the loan balance is charged down, which removes the specific reserve previously recorded. A general allowance for loan losses is recorded on loans purchased in the CFB Acquisition that are not accounted for under Accounting Standard Codification Topic (“ASC”) 310-30. Loans purchased in the CFB Acquisition that are accounted for under ASC 310-30 are partially charged down if estimated losses exceed the fair value discount established on the acquisition date. The Company elected to apply the accounting methodology of ASC 310-30 to all loans purchased in the LibertyBank Acquisition, which is described in greater detail below under “Acquired Loans and Covered Assets.” As a result, an allowance for loans purchased in the LibertyBank Acquisition is established when the net present value of cash flows expected to be received for loans in each individual loan pool become impaired.

Acquired Loans and Covered Assets. Loans acquired in the CFB Acquisition were valued as of the acquisition date in accordance with Statement of Financial Accounting Standard (“SFAS”) No. 141, Business Combinations. At the time of the CFB Acquisition, the Company applied SFAS No. 141, which was superseded by SFAS No. 141(R). The Company was not permitted to adopt SFAS No. 141(R) prior to its effective date, which was October 1, 2009, due to the Company’s fiscal year end.  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.  Management also estimated the amount of credit losses that were expected to be realized for the loan portfolio primarily by estimating the liquidation value of collateral securing loans on non-accrual status or classified as substandard or doubtful. Loans purchased in the CFB Acquisition accounted for under ASC 310-30 were not aggregated into pools and are accounted for on a loan-by-loan basis. An allowance for loan losses was established for loans purchased in the CFB Acquisition that are not accounted for under ASC 310-30.

Loans purchased in the LibertyBank Acquisition are valued as of acquisition date in accordance with ASC 805 Business Combinations, formerly SFAS 141(R). Further, the Company elected to account for all other loans purchased in the LibertyBank Acquisition within the scope of ASC 310-30 using the same methodology. Under ASC 805 and ASC 310-30, loans purchased in the LibertyBank Acquisition were recorded at fair value at acquisition date, factoring in credit losses expected to be incurred over the life of the loan. Accordingly, an allowance for loan losses was not carried over or recorded as of the acquisition date, unlike the loans purchased in the CFB Acquisition, which are accounted for under previous guidance as described above. In situations where loans have similar risk characteristics, loans were aggregated into pools to estimate cash flows under ASC 310-30. A pool is accounted for as a single asset with a single interest rate, cumulative loss rate and cash flow expectation. The Company aggregated all of the loans purchased in the LibertyBank Acquisition into 22 different pools, based on common risk characteristics such as loan classification, loan structure, nonaccrual status and collateral type.

The cash flows expected over the life of the pools are estimated using an internal cash flow model that projects cash flows and calculates the carrying values of the pools, book yields, effective interest income and impairment, if any, based on pool level events. Assumptions as to cumulative loss rates, loss curves and prepayment speeds are utilized to calculate the expected cash flows. Under ASC 310-30, the excess of the expected cash flows at acquisition over the fair value is considered to be the accretable yield and is recognized as interest income over the life of the loan or pool. The excess of the contractual cash flows over the expected cash flows is considered to be the nonaccretable difference. Subsequent increases in cash flow over those expected at purchase date in excess of fair value are recorded as an adjustment to accretable difference on a prospective basis. Any subsequent decreases in cash flow over those expected at purchase date are recognized by recording an allowance for loan losses. Any disposals of loans, including sales of loans, payments in full or foreclosures result in the removal of the loan from the ASC 310-30 portfolio at the carrying amount.

Covered loans, and provisions for loan losses, charge offs and recoveries, are reported exclusive of the expected cash flow reimbursements expected from the FDIC.  Covered REO is reported exclusive of expected reimbursement cash flows from the FDIC. Upon transferring covered loan collateral to covered REO status, acquisition date fair value discounts on the related loan are also transferred to covered REO. Fair value adjustments on covered REO result in a reduction of the covered REO carrying amount and a corresponding increase in the estimated FDIC reimbursement, with the estimated net loss to the Bank charged against earnings. The Bank is reimbursed by the FDIC on losses and reimbursable expenses on covered assets purchased in the CFB Acquisition at a rate of 80% on
 
 
 

32
 
 
the first $34.0 million of losses and at a rate of 95% on losses thereafter. The Bank is reimbursed by the FDIC on losses and reimbursable expenses on covered assets purchased in the LibertyBank Acquisition at a rate of 80%.

FDIC Indemnification Asset. In conjunction with the CFB Acquisition and the LibertyBank Acquisition, the Bank entered into loss sharing agreements with the FDIC for amounts receivable under the loss sharing agreements. In some cases the FDIC loss sharing agreements may be terminated on a loan by loan basis if the Bank renews or extends individual loans. At each acquisition date the Company elected to account for amounts receivable under the loss sharing agreements as an indemnification asset. Subsequent to the acquisitions the indemnification asset is tied to the loss in the covered loans and is not being accounted for under fair value. The FDIC indemnification asset is accounted for on the same basis as the related covered loans and is the present value of the cash flows the Company expects to collect from the FDIC under the loss sharing agreements. The difference between the present value and the undiscounted cash flow the Company expects to collect from the FDIC is accreted or amortized into noninterest income over the life of the FDIC indemnification asset.

The FDIC indemnification asset is adjusted for any changes in expected cash flows based on the loan performance. Any increases in cash flow of the loans over those expected will reduce the FDIC indemnification asset and any decreases in cash flow of the loans over those expected will increase the FDIC indemnification asset. The FDIC indemnification asset will be reduced as losses are recognized on covered assets, if losses in future periods are projected to decline, and loss sharing payments are received from the FDIC. Increases and decreases to the FDIC indemnification asset are recorded as adjustments to noninterest income.

Real Estate Owned. Real estate properties acquired through, or in lieu of, loan foreclosure that are not covered under a loss sharing agreement with the FDIC (noncovered REO) are initially recorded at 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. The valuation allowance is established based on our historical realization of losses and adjusted for current market trends.

Deferred Income Taxes. Deferred income taxes are reported for temporary differences between items of income or expense reported in the financial statements and those reported for income tax purposes. Deferred taxes are computed using the asset and liability approach as prescribed in ASC Topic 740, Income Taxes. Under this method, a deferred tax asset or liability is determined based on the enacted tax rates that will be in effect when the differences between the financial statement carrying amounts and tax basis of existing assets and liabilities are expected to be reported in an institution’s income tax returns. The deferred tax provision for the year is equal to the net change in the net deferred tax asset from the beginning to the end of the year, less amounts applicable to the change in value related to investments available-for-sale. The effect on deferred taxes of a change in tax rates is recognized as income in the period that includes the enactment date. The primary differences between financial statement income and taxable income result from depreciation expense, purchase accounting adjustments, loan loss reserves, deferred compensation, mark to market adjustments on our available-for-sale securities, and dividends received from the FHLB of Seattle. Deferred income taxes do not include a liability for pre-1988 bad debt deductions allowed to thrift institutions that may be recaptured if the institution fails to qualify as a bank for income tax purposes in the future.
 
 
 

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Comparison of Financial Condition at December 31, 2011 and September 30, 2011

For the three months ended December 31, 2011, total assets decreased $60.8 million, or 5.2%, to $1.1 billion compared to September 30, 2011. The changes in total assets were primarily concentrated in the following asset categories (dollars in thousands):

     
December
     
September
   
Increase/(Decrease)
 
   
31, 2011
   
30, 2011
   
Amount
   
Percent
 
                         
Cash and amounts due from depository institutions
  $ 144,293     $ 190,734     $ (46,441 )     (24.3 )%
Investments, at fair value
    399,877       380,847       19,030       5.0  
Loans receivable, net of allowance for loan losses
    449,908       468,213       (18,305 )     (3.9 )

Cash and Amounts Due From Depository Institutions. The decrease in cash and equivalents during the quarter ended December 31, 2011, was due to the purchase of investment securities and payments on maturing certificates of deposit that were not renewed. We anticipate that we will continue to invest excess cash in medium-term securities in fiscal 2012, but will also conserve some liquidity in order to meet the demand of maturing certificates of deposit, prepare for the potential of rising interest rates, and to provide flexibility for potential acquisitions and repurchases of common stock.

Investments. Investments increased $19.0 million during the quarter ended December 31, 2011. Our purchases of securities in fiscal 2011, and going forward into 2012, have focused on high-quality investments with an average duration, or average life, of approximately 3.0 years. We have given preference to short and medium-term securities in anticipation of rising interest rates and increases in loan demand in the next 18 to 24 months. Additionally, we intend to mitigate price sensitivity to protect capital if we need to sell significant amounts of securities in the future to increase liquidity. At December 31, 2011, the estimated effective duration of our investment portfolio was 1.8 years.

We continually analyze our investment portfolio to improve and optimize total return. The Bank purchased $25 million of long-term U.S. Treasury bonds in October 2011 and management decided to sell those bonds in mid-December 2011 due to the strong rally in the bond market, which resulted in pre-tax gains of $590,000 during the quarter ended December 31, 2011. The proceeds from the sale were invested in mortgage-backed securities issued by U.S. Government-sponsored enterprises.

Loans. Loans and leases receivable, net, decreased by $18.3 million during the quarter ended December 31, 2011. One-to-four family loans declined by $6.8 million and commercial business loans declined by $8.8 million during the quarter. Loans and leases in the Company’s leasing subsidiary declined by $4.6 million during the quarter. Economic growth remains tepid in our key markets, which continues to inhibit loan demand from creditworthy borrowers. During the quarter ended December 31, 2011, the Bank was unable to originate new loans at a level that kept pace with the runoff of the Bank’s legacy residential mortgage and leasing portfolios, which are loan products we no longer originate for investment. However, real estate construction loans increased $944,000.
 
Allowance for Loan Losses and Asset Quality. The allowance for loan losses decreased to $14.2 million at December 31, 2011, from $14.4 million at September 30, 2011. At December 31, 2011, the allowance on noncovered loans was $9.9 million, compared to $9.2 million at September 30, 2011. The allowance for loan losses on the noncovered loan portfolio was 3.1% of noncovered loans at December 31, 2011, with only $1.6 million of the $9.9 million allowance for losses on noncovered loans specifically allocated to impaired noncovered loans. The allowance for noncovered loans increased during the quarter ended December 31, 2011, due to net recoveries of $722,000 and as a result of an increase in nonperforming loans at December 31, 2011, compared to September 30, 2011.  Non-covered nonperforming loans increased to $15.7 million at December 31, 2011, compared to $12.9 million at September 30, 2011. Covered nonperforming loans decreased to $10.4 million at December 31, 2011, compared to $11.6 million at September 30, 2011.

An allowance of $1.7 million was recorded on covered loans purchased in the CFB Acquisition at December 31, 2011. The allowance for loan losses for these loans declined from $3.0 million at September 30, 2011, as we reduced the allowance allocated to covered loans that had partial charge-offs due to identified impairments. Net
 
 
 

34
 
 
charge-offs of covered loans purchased in the CFB Acquisition totaled $428,000 during the quarter ended December 31, 2011.

An allowance of $2.5 million was recorded on loan pools purchased in the LibertyBank Acquisition at December 31, 2011, an increase of $383,000 compared to September 30, 2011.  Loans purchased in the LibertyBank Acquisition were aggregated at the time of acquisition into 22 pools and each pool is accounted for as a single asset with a single interest rate, cumulative loss rate and cash flow expectation. An allowance for loan losses has since been established on certain loan pools purchased in the LibertyBank Acquisition because the net present value of cash flows expected to be received from loans in certain individual pools were impaired at December 31, 2011, when compared to the original estimated cash flows for each pool.

Loans delinquent 30 to 89 days and still accruing interest totaled $2.1 million at December 31, 2011, compared to $1.3 million at September 30, 2011, including $311,000 and $664,000, respectively, of covered loans in the Community First Bank loan portfolio. Nonperforming assets, which include nonperforming loans and REO, totaled $46.0 million at December 31, 2011, compared to $48.0 million at September 30, 2011. The following table summarizes nonperforming loans and REO at December 31, 2011 and September 30, 2011 (in thousands):

   
December 31, 2011
   
September 30, 2011
   
Quarter Change
 
   
Covered
Assets(1)
   
Noncovered Assets
   
Total
   
Covered
Assets
   
Noncovered Assets
   
Total
   
Covered
Assets
   
Noncovered Assets
 
                                                 
Real estate construction
  $ 2,007     $ 1,547     $ 3,554     $ 2,351     $ 1,248     $ 3,599     $ (344 )   $ 299  
Commercial and multifamily
real estate
    7,306       7,601       14,907       8,320       5,887       14,207       (1,014 )     1,714  
One- to four-family residential
    753       5,446       6,199       648       4,906       5,554       105       540  
Other
    374       1,100       1,474       298       904       1,202       76       196  
Total nonperforming loans
    10,440       15,694       26,134       11,617       12,945       24,562       (1,177 )     2,749  
                                                                 
REO and other repossessed assets
    13,427       6,400       19,827       16,163       7,275       23,438       (2,736 )     (875 )
                                                                 
Total
  $ 23,867     $ 22,094     $ 45,961     $ 27,780     $ 20,220     $ 48,000     $ (3,913 )   $ 1,874  

(1)  
Covered assets include loans purchased in the CFB Acquisition and all covered REO and repossessed assets, including those purchased in the LibertyBank Acquisition. Loans acquired in the LibertyBank Acquisition have been pooled and are not separately reported as nonperforming loans.

Certain loan modifications or restructurings are accounted for as “troubled debt restructurings.” In general, the modification or restructuring of a debt is considered a troubled debt restructuring if we, for economic or legal reasons related to a borrower’s financial difficulties, grant a concession to the borrower that we would not otherwise consider. Troubled debt restructurings totaled $9.1 million and $7.0 million at December 31, 2011 and September 30, 2011, respectively. All troubled debt restructurings are considered to be impaired loans, but may not necessarily be placed on nonaccrual status.
 
REO decreased $3.6 million to $19.8 million at December 31, 2011, compared to $23.4 million at September 30, 2011. REO was comprised primarily of $10.7 million of land development and construction projects, $5.8 million of commercial real estate and $3.3 million of one-to-four family residential properties.

FDIC Indemnification Asset. As part of the purchase and assumption agreements for the acquisitions, we entered into loss sharing agreements with the FDIC.  These agreements cover realized losses on covered assets purchased from the FDIC in the CFB Acquisition and the LibertyBank Acquisition. Losses on covered assets in the CFB Acquisition are indemnified 80% on the first $34.0 million of losses and at a rate of 95% thereafter. LibertyBank covered assets are indemnified at a rate of 80% on all losses on covered assets. The decrease in the FDIC indemnification receivable during the quarter ended December 31, 2011 was due to the receipt of payments on previous loss claims made to the FDIC and due to the net reduction in estimated future losses on covered assets, which caused an impairment charge of $4.7 million during the quarter ended December 31, 2011.  The impairment in the FDIC indemnification asset recognizes the decreased amount that the Company expects to collect from the FDIC under the terms of its loss sharing agreements due to lower expected losses on covered loans and REO. The impairment in the FDIC indemnification asset reduces noninterest income, which resulted in a significant
 
 
 

35
 
 
noninterest loss for the quarter ended December 31, 2011. At December 31, 2011, the FDIC indemnification receivable for estimated losses on covered assets in the LibertyBank Acquisition totaled $19.0 million, while the receivable for estimated losses on covered assets in the CFB Acquisition was $4.7 million.

Deposits. Deposits decreased $53.4 million to $906.1 million during the quarter ended December 31, 2011. Balances in certificates of deposit declined during the quarter by $37.8 million to $272.5 million while core deposits (defined as checking, savings and money market accounts) declined $15.6 million between September 30, 2011 and December 31, 2011.  Core deposits comprised 69.9% of total deposits at December 31, 2011, and have increased $20.1 million since December 31, 2010, while certificates of deposit have declined $219.6 million during that period.   The decrease in certificates of deposit was primarily attributable to the Bank’s marketing strategy to compete less aggressively on time deposit interest rates to allow higher costing certificates of deposit to decline, in particular those acquired as part of the Liberty Bank Acquisition. We have directed our retail team to attempt to retain maturing certificate of deposit relationships that include a core deposit account. However, we are reluctant to compete for high-rate single account certificate of deposit customers due to our strong liquidity position at December 31, 2011, and consequently expect a continued managed reduction in these accounts.

The following table details the composition of the deposit portfolio and changes in deposit balances as of the balance sheet dates presented (dollars in thousands):

     
December
     
September
   
Increase/(Decrease)
 
   
31, 2011
   
30, 2011
   
Amount
   
Percent
 
                         
Noninterest-bearing demand
  $ 127,553     $ 141,040     $ (13,487 )     (9.6 )%
Interest-bearing demand
    249,215       251,347       (2,132 )     (0.8 )
Money market
    178,377       177,183       1,194       0.7  
Savings
    78,492       79,640       (1,148 )     (1.4 )
Certificates of deposit
    272,462       310,299       (37,837 )     (12.2 )
                                 
Total deposit accounts
  $ 906,099     $ 959,509     $ (53,410 )     (5.6 )%

Equity. Stockholders’ equity decreased $3.4 million, or 1.7%, to $191.3 million at December 31, 2011, compared to $194.7 million at September 30, 2011. The decrease in stockholders’ equity was due to stock repurchases of $3.9 million and $819,000 in dividends paid during the period, which was partially offset by net income from operations of $1.4 million.  At December 31, 2011, the Company’s total risk-based capital ratio was 42.50%; Tier 1 capital to risk-weighted assets ratio was 41.22%; and Tier 1 capital to average asset ratio was 15.67%. The Bank’s total risk-based capital ratio was 33.67%; Tier 1 capital to risk-weighted assets ratio was 32.40%; and Tier 1 capital to average asset ratio was 12.44%.  The Bank was categorized as “Well-Capitalized” at December 31, 2011 under the regulations of the FDIC.  The Company’s consolidated tangible common equity ratio was 16.90% at December 31, 2011, compared to 16.30% at September 30, 2011.  We calculate tangible common equity and tangible assets by excluding intangible assets.  Management believes that this is consistent with the treatment by bank regulatory agencies, which exclude intangible assets from the calculation of risk-based capital ratios, and is useful to investors in understanding the basis of our risk-based capital ratios and in assessing management’s success in utilizing our tangible capital.

Comparison of Operating Results for the Three Months Ended December 31, 2011, and December 31, 2010

Net income for the three months ended December 31, 2011, was $1.4 million, or $0.09 per diluted share, compared to a net loss of $1.3 million, or $0.08 per diluted share, for the same period last year. Net interest margin during the quarter ended December 31, 2011, increased substantially to 5.54% compared to 2.58% during the quarter ended December 31, 2010. The increase over the year-ago quarter was primarily the result of the increase in accretable yield during the quarter ended December 31, 2011, on loans purchased in the LibertyBank Acquisition.

Net Interest Income. Net interest income before the provision for loan losses increased $6.0 million, or 72.4%, to $14.3 million for the quarter ended December 31, 2011, compared to $8.3 million for the same quarter of the prior year. The increase was attributable to the increase in accretable yield on purchased loans in fiscal year 2011 due to the LibertyBank Acquisition. The incremental accretion income due to repayments represents the amount of income recorded on the acquired loans above the contractual rate stated in the individual loan notes. The additional income
 
 
 

36
 
 
stems from the discount established at the time these loan portfolios were acquired and the related impact of prepayments on purchased loans. 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. During the quarters ended December 31, 2011 and 2010, the impact of loan removals totaled $1.2 million and $0, respectively.

The following table sets forth the impact to the Company’s net interest income from changes in balances of interest earning assets and interest bearing liabilities as well as changes in interest rates (in thousands). The rate column shows the effect attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effect attributable to changes in volume (changes in volume multiplied by prior rate). Changes attributable to both rate and volume, which cannot be segregated, are allocated proportionately to the changes in rate and volume.

   
Three Months Ended December 31, 2011
Compared to Three Months Ended
December 31, 2010
 
   
Increase/(Decrease) Due to
       
   
Rate
   
Volume
   
Total
 
Interest-earning assets:
                 
Loans receivable, net
  $ 9,799     $ (5,729 )   $ 4,070  
Loans held for sale
    (9 )     (33 )     (42 )
Interest-bearing deposits in other banks
    17       (129 )     (112 )
Investment securities
    25       382       407  
                         
Total net change in income on interest-earning assets
  $ 9,832     $ (5,509 )     4,323  
 
                       
Interest-bearing liabilities:
                       
Savings deposits
  $ (45 )   $ 6       (39 )
Interest-bearing demand deposits
    (169 )     20       (149 )
Money market accounts
    (138 )     4       (134 )
Certificates of deposit
    41       (773 )     (732 )
Total deposits
    (311 )     (743 )     (1,054 )
                         
FHLB advances and other borrowings
    (28 )     (615 )     (643 )
                         
Total net change in expense on interest-bearing liabilities
  $ (339 )   $ (1,358 )     (1,697 )
 Total increase in net interest income
                  $ 6,020  

Interest and Dividend Income. Total interest and dividend income for the three months ended December 31, 2011, increased $4.3 million, to $15.6 million, from $11.2 million for the three months ended December 31, 2010. The increase during the quarter was primarily attributable to an increase in the yield earned on loans due the LibertyBank Acquisition, partially offset by a decrease in average earning asset balances.
 
The following table compares detailed average earning asset balances, associated yields, and resulting changes in interest and dividend income (dollars in thousands):

          Increase/   
   
For the Three Months Ended December 31,
    (Decrease) in  
    2011     2010      Interest and   
   
Average
Balance
   
Yield
   
Average
Balance
   
Yield
   
Dividend
Income
 
                               
Loans receivable, net of deferred fees
  $ 469,947       11.38 %   $ 616,643       6.03 %   $ 4,070  
Loans held for sale
    1,012       3.67       4,759       4.31       (42 )
Interest bearing deposits in other banks
    143,610       0.28       321,745       0.26       (112 )
Investment securities, available-for-sale
    402,134       2.08       328,853       2.05       407  
FHLB stock
    17,717       --       17,717       --       --  
                                         
Total interest-earning assets
  $ 1,034,420       6.02 %   $ 1,289,717       3.49 %   $ 4,323  

 
 
 

37
 
 
The average yield on loans increased due to accretion of discounts on purchased loans in the LibertyBank Acquisition. Income on loans held for sale declined during the December 31, 2011 quarter declined as we ceased originating mortgage loans for sale in the secondary market during the quarter.

Interest Expense. Managed runoff in certificates of deposits combined with lower average interest-bearing core deposits resulted in a reduced cost of funds compared to prior periods. Additionally, the Bank paid off all outstanding borrowings with the FHLB in September 2011, which reduced interest expense on borrowings during the quarter ended December 31, 2011. The cost of funds for the quarter ended December 31, 2011 was 0.62% compared to 1.09% for the quarter ended December 31, 2010. The Company anticipates meaningful declines in higher cost certificates of deposit balances in the next quarter as maturities of accounts assumed in the LibertyBank Acquisition continue. The following table details average balances, cost of funds and the change in interest expense (dollars in thousands):

   
For the Three Months Ended December 31,
    Increase/  
    2011     2010     (Decrease) in  
   
Average
Balance
   
Rate
   
Average
Balance
   
Rate
   
Interest
Expense
 
                               
Savings deposits
  $ 79,192       0.14 %   $ 71,884       0.37 %   $ (39 )
Interest-bearing demand deposits
    247,967       0.22       230,898       0.50       (149 )
Money market deposits
    178,418       0.32       175,830       0.63       (134 )
Certificates of deposit
    288,082       1.26       530,780       1.23       (732 )
FHLB advances and other borrowings
    4,893       1.72       66,422       4.00       (643 )
                                         
Total interest-bearing liabilities
  $ 798,552       0.62 %   $ 1,075,814       1.09 %   $ (1,697 )

The decline in average certificates of deposits during the three months ended 2011 compared to the three months ended December 31, 2010 was due to maturities of certificates of deposit, primarily in the LibertyBank Acquisition deposit portfolio. Due to the significant amount of cash we received in the LibertyBank Acquisition, the very low interest rate environment and weak loan demand from creditworthy borrowers, we reduced our rates on deposits during fiscal year 2011 and permitted certificates of deposit to decline. As noted earlier, we repaid all outstanding advances from the FHLB during the fiscal year ended September 30, 2011.

Provision for Loan Losses. A negative provision for loan losses of ($474,000) was recorded during the quarter ended December 31, 2011, compared to a provision of $3.0 million for the year-ago period. The gross negative provision on covered loans purchased in the CFB Acquisition totaled ($872,000) and related to a reduction in the estimated losses on covered loans that have had partial charge-downs due to observed credit impairment. A gross provision for loan losses on certain pools of loans purchased in the LibertyBank Acquisition totaled $398,000 during the quarter ended December 31, 2011. Net of amounts recorded in noninterest income as FDIC indemnification recovery, the impact of the provision for loan losses reduced income before taxes by $41,000 during the quarter ended December 31, 2011.
 
The “FDIC indemnification recovery,” which is reported in noninterest income, represents the amount of the provision for loan losses expected to be recovered by the Bank from the FDIC. As noted earlier, loans purchased in the LibertyBank Acquisition were aggregated into pools. If an individual pool performs better than management’s original estimates, the Company may incur an increase in accretable yield on those pools, which is offset somewhat by impairment in the FDIC indemnification asset since loan losses are expected to be less than previously estimated. If the estimated cash flows in a loan pool are less than management previously estimated, an allowance for loan losses may be recorded through a provision, which is offset somewhat by the amount expected to be recovered from the FDIC under the loss sharing agreements. During the quarter ended December 31, 2011, the Bank incurred impairments on certain loan pools purchased in the LibertyBank Acquisition that required a provision for loan losses, which was partially offset with an indemnification recovery. However, several loan pools are expected to perform with fewer losses than previously estimated, which resulted in impairment in the FDIC indemnification asset and may increase interest income on loans in the future due to higher accretable yield.
 
 
 

38
 

The following table details the impact of the provision for loan losses and the FDIC indemnification recovery on income before taxes (in thousands):

   
For the Three Months Ended
December 31
 
   
2011
   
2010
 
             
Provision for loan losses on:
           
Noncovered originated loans
  $ --     $ 900  
Covered loans – CFB Acquisition
    (872 )     2,100  
Covered loans – LibertyBank Acquisition
    398       --  
Total gross provision for loan losses
    (474 )     3,000  
                 
Less: FDIC indemnification recovery reported in noninterest income:
               
Noncovered originated loans
    --       --  
Covered loans – CFB Acquisition
    (829 )     1,996  
Covered loans – LibertyBank Acquisition
    314       --  
Total FDIC indemnification recovery
    (515 )     1,996  
                 
Net decrease (increase) to income before taxes:
               
Noncovered originated loans
    --       900  
Covered loans – CFB Acquisition
    (43 )     104  
Covered loans – LibertyBank Acquisition
    84       --  
                 
Net decrease in income before income taxes
  $ 41     $ 1,004  

Nonperforming loans have declined significantly to $26.1 million at December 31, 2011, compared to $40.0 million at December 31, 2010, and delinquent and classified loans were significantly lower at December 31, 2011 as well. As a result, the provision for loan losses declined substantially during the quarter ended December 31, 2011 compared to 2010.

While we believe the estimates and assumptions used in our determination of the adequacy of the allowance for loan losses 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 provision that may be required will not adversely impact the Company’s 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.
 
Noninterest Income. Noninterest income for the quarter ended December 31, 2011, is reported as a loss due to the impairment of the FDIC indemnification asset, which totaled $4.7 million during the quarter. The following table provides a detailed analysis of the changes in components of noninterest income (dollars in thousands):

   
Three Months Ended
December 31,
   
Increase/(Decrease)
 
   
2011
   
2010
   
Amount
   
Percent
 
                         
Service charges and fees
  $ 2,246     $ 2,459     $ (213 )     (8.7 )%
Gain on sale of loans
    181       348       (167 )     (48.0 )
Gain on sale of securities AFS
    590       --       590       n/a  
Gain on sale of fixed assets and repossessed assets
    328       274       54       19.7  
FDIC indemnification recovery
    (515 )     1,996       (2,511 )     (125.8 )
Accretion (impairment) of FDIC indemnification asset
    (4,667 )     922       (5,589 )     (606.2 )
Other
    206       304       (98 )     (32.2 )
                                 
Total noninterest income
  $ (1,631 )   $ 6,303     $ (7,934 )     (125.9 )%

 
 
 

39
 
 
The following table presents noninterest income excluding the impact of FDIC indemnification items on all covered loans (in thousands):

   
Three Months Ended
December 31,
 
   
2011
   
2010
 
             
Total noninterest income, as reported
  $ (1,631 )   $ 6,303  
Less:   FDIC indemnification recovery
    (515 )     1,996  
Accretion (impairment) of FDIC indemnification asset
    (4,667 )     922  
Total noninterest income, excluding FDIC indemnification items
  $ 3,551     $ 3,385  

Service charges and fee income decreased $213,000 to $2.2 million for the quarter ended December 30, 2011, compared to the compared to the same period a year ago. Overdraft fees and interchange income were $187,000 and $140,000 lower in the quarter ended December 31, 2011, compared to the same quarter last year.  Noninterest income also includes pre-tax gains on sales of securities of $590,000 during the quarter ended December 31, 2011. Additionally, the Bank sold one of the branch facilities that was closed in December 2011 and recorded a pre-tax gain of $264,000 during the quarter ended December 31, 2011. The gain on sale of REO was $168,000 and $127,000 during the quarters ended December 31, 2011 and 2010, respectively.

Noninterest Expense. Noninterest expense for the quarter ended December 31, 2011, decreased $2.8 million or 20.3% compared to the quarter ended December 31, 2010, due to a significant reduction in personnel and integration costs as a result of the consolidation of operating systems of the acquired operations of LibertyBank and Community First Bank that was completed during the first half of fiscal year 2011. This integration reduced compensation expense, data processing and professional fees for the quarter ended December 31, 2011 compared to the same period last year.
 
The following table provides a detailed analysis of the changes in components of noninterest expense (dollars in thousands):

   
Three Months Ended
December 31,
   
Increase/(Decrease)
 
   
2011
   
2010
   
Amount
   
Percent
 
                         
Compensation and benefits
  $ 5,866     $ 7,094     $ (1,228 )     (17.3 )%
Occupancy and equipment
    1,476       1,845       (369 )     (20.0 )
Data processing
    1,023       1,177       (154 )     (13.1 )
Advertising
    145       213       (68 )     (31.9 )
Postage and supplies
    287       254       33       13.0  
Professional services
    535       718       (183 )     (25.5 )
Insurance and taxes
    707       1,049       (342 )     (32.6 )
Amortization of intangibles
    160       195       (35 )     (17.9 )
Provision for REO
    482       675       (193 )     (28.6 )
Other
    335       599       (264 )     (44.1 )
                                 
Total noninterest expense
  $ 11,016     $ 13,819     $ (2,803 )     (20.3 )%

Compensation and benefits expense decreased $1.2 million during the quarter ended December 31, 2011, compared to the year ago quarter  due to branch closings and the consolidation of operations that occurred during fiscal year 2011. On September 30, 2011, with an effective date of January 1, 2012, we merged our employee stock ownership (“ESOP”) and 401(k) plans into a single plan (“KSOP”) and refinanced the loans associated with the ESOP, which will lower the allocation of ESOP shares in the future, compared to previous years. Compensation expense related to the ESOP was $35,000 during the quarter ended December 31, 2011, compared to $336,000 in the year ago quarter. Expense related to the ESOP is recorded based on the fair value of the Company’s share price and, therefore, is subject to fluctuation in future periods. We believe compensation expense will continue to decline in the quarter ending March 31, 2012, due to the reduction in personnel as a result of the branch closings discussed previously.
 
 
 

40
 

Insurance and taxes expense was $342,000 lower during the quarter ended December 31, 2011, compared to the year ago period due to a $234,000 reduction in the Bank’s FDIC insurance premiums as a result of a change in the way premiums are calculated during 2011. Other expenses declined $264,000 from the year ago quarter due primarily to the fewer miscellaneous expenses as a result of the integration of operations. Additionally the provision for noncovered REO totaled $482,000 during the quarter ended December 31, 2011, which represents a $193,000 decrease from the provision recorded during the quarter ended December 31, 2010.

Liquidity, Commitments and Capital Resources

Liquidity. We actively analyze and manage liquidity with the objectives of maintaining an adequate level of liquidity and to ensure the availability of sufficient cash flows to support loan growth, fund deposit withdrawals, fund operations and satisfy other financial commitments. See the “Consolidated Statements of Cash Flows” contained in Item 1 - Financial Statements, included herein.

The primary sources of funds are customer deposits, loan repayments, sales and maturities of investments and, to a lesser extent, FHLB borrowings. These sources of funds are used to make loans, acquire investments and fund continuing operations. While maturities and the scheduled amortization of loans are generally a predictable source of funds, deposit flows and mortgage loan prepayments are greatly influenced by the level of interest rates, economic conditions and competition. At December 31, 2011, certificates of deposit totaled $272.5 million, or 30.1% of total deposits, including $154.6 million that are scheduled to mature within the next twelve months from December 31, 2011. We believe our current liquidity position and anticipated operating results are sufficient to fund known, existing commitments and activity levels.

At December 31, 2011, the Bank maintained a borrowing facility with the FHLB of Seattle equal to 40% of total assets to the extent the Bank provides qualifying collateral and holds sufficient FHLB stock. At December 31, 2011, the Bank was in compliance with the collateral requirements and $122.5 million of the line of credit was available. Despite the fact no borrowings were outstanding December 31, 2011, the Bank can be highly dependent on the FHLB of Seattle to provide the primary source of wholesale funding for immediate liquidity and borrowing needs.
 
The failure of the FHLB of Seattle or the FHLB system in general, may materially impair the Company’s ability to meet our growth plans or to meet short and long-term liquidity demands.

The high level of liquidity is primarily attributable to the LibertyBank Acquisition, as the Company received $313.9 million from the FDIC in connection with this acquisition and assumed $59.2 million of cash held by LibertyBank on the acquisition date. Funds obtained from the acquisition of LibertyBank in the fourth quarter of fiscal year 2010 were invested in securities throughout fiscal year 2011. We will continue to invest excess cash in medium-term securities in fiscal 2012, but will also conserve some cash in order to meet the demand of maturing certificates of deposit assumed in the LibertyBank Acquisition, prepare for the potential of rising interest rates, and to provide flexibility for potential acquisitions or repurchases of common stock.

Off-Balance Sheet Arrangements. The Bank is party to financial instruments with off-balance sheet risk in the normal course of business in order to meet the financing needs of the Bank’s customers. These financial instruments generally include commitments to originate mortgage, commercial and consumer loans, and involve to varying degrees, elements of credit and interest rate risk in excess of amounts recognized in the Consolidated Balance Sheets. The Bank’s maximum exposure to credit loss in the event of nonperformance by the borrower is represented by the contractual amount of those instruments. Because some commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The same credit policies are used in making commitments as are used for on-balance sheet instruments. Collateral is required in instances where deemed necessary.

Undisbursed balances of loans closed include funds not disbursed but committed for construction projects. Unused lines of credit include funds not disbursed, but committed, for home equity, commercial and consumer lines of credit.

Commercial letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Those guarantees are primarily used to support public and private borrowing arrangements. The credit
 
 
 

41
 
 
risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.
 
In connection with certain asset sales, the Bank typically makes representations and warranties about the underlying assets conforming to specified guidelines. If the underlying assets do not conform to the specifications, the Bank may have an obligation to repurchase the assets or indemnify the purchaser against loss. These representations and warranties are most applicable to the residential mortgages sold in the secondary market. The Bank believes that the potential for significant loss under these arrangements is remote. However, past performance may not be representative of future performance on sold loans and the Bank may experience material losses in the future.
 
The following is a summary of commitments and contingent liabilities with off-balance sheet risks as of December 31, 2011 (in thousands):
 
   
Contract or
Notional
Amount
 
 
     
Commitments to extend credit:
     
Fixed rate
  $ 9,398  
Adjustable rate
    2,918  
Undisbursed balance of loans closed
    4,918  
Unused lines of credit
    65,090  
Commercial letters of credit
    806  
         
Total
  $ 83,130  

Capital. Consistent with the Bank’s goal to operate a sound and profitable financial organization, efforts are ongoing to actively seek to maintain a “well capitalized” institution in accordance with regulatory standards. The Company’s consolidated capital ratios at December 31, 2011, were as follows: Tier 1 capital 15.67%; Tier 1 (core) risk-based capital 41.22%; and total risk-based capital 42.50%. The applicable regulatory capital requirements to be considered well capitalized are 5%, 6% and 10%, respectively. The Bank’s regulatory capital ratios at December 31, 2011, were as follows: Tier 1 capital 12.44%; Tier 1 (core) risk-based capital 32.40%; and total risk-based capital 33.67%. As of December 31, 2011, the Bank exceeded all regulatory capital requirements. The Company’s consolidated tangible capital ratio was 16.90% at December 31, 2011.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company’s Board of Directors has established an asset and liability management policy to guide management in maximizing net interest spread by managing the differences in terms between interest-earning assets and interest-bearing liabilities while maintaining acceptable levels of liquidity, capital adequacy, interest rate sensitivity, credit risk and profitability. The Asset/Liability Management Committee, consisting of certain members of senior management, communicate, coordinate and manage asset/liability positions consistent with the business plan and Board-approved policies, as well as to price savings and lending products, and to develop new products.

One of the Bank’s primary financial objectives is to generate ongoing profitability. The Bank’s profitability depends primarily on its net interest income, which is the difference between the income it receives on its loan and investment portfolio and its cost of funds, which consists of interest paid on deposits and borrowings. The rates the Company earns on assets and pays on liabilities generally are established contractually for a period of time. Market interest rates change over time. The Bank’s loans generally have longer maturities than its deposits. Accordingly, the Company’s results of operations, like those of other financial institutions, are affected by changes in interest rates and the interest rate sensitivity of assets and liabilities. The Bank measures its interest rate sensitivity on a quarterly basis using an internal model.

In recent years, the Company has primarily utilized the following strategies in its efforts to manage interest rate risk:

§  
Reduced our reliance on long-term, fixed-rate one-to-four family residential loans by originating nearly all of these loans for sale in the secondary market or through referrals to third party origination brokers and subsequently ceasing originations of these loans in December 2011;
 
 
 

42
 
 
§  
Increased originations of adjustable-rate commercial and commercial real estate loans;
§  
Acquisitions of banking operations with a higher mix of commercial loans than our organic portfolio; and,
§  
Reduced our reliance on higher-rate certificates of deposit and FHLB borrowings by focusing on core deposit growth, including checking and savings accounts that are less-sensitive to interest rate changes and have longer average lives than certificates of deposit.

At December 31, 2011, the Company had no off-balance sheet derivative financial instruments, and the Bank did not maintain a trading account for any class of financial instruments or engage in hedging activities or purchase high risk derivative instruments. Furthermore, the Company is not subject to foreign currency exchange rate risk or commodity price risk.

There has not been any material change in the market risk disclosures contained in the Company’s 2011 Form 10-K.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures.

An evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer, and other members of the Company’s management team as of the end of the period covered by this transition report. The Company’s Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2011, the Company’s disclosure controls and procedures 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 Securities and Exchange Commission’s rules and forms.

(b) Changes in Internal Controls.
 
There have been no changes in the Company’s internal control over financial reporting (as defined in 13a-15(f) of the Exchange Act) that occurred during the quarter ended December 31, 2011, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. A number of internal control procedures were, however, modified during the quarter in conjunction with the Bank's internal control testing, ongoing operational changes and the integration of the application systems of acquired businesses. These controls also relate to the accounting and reporting for acquired loans, which is highly subjective and requires significant estimation of future events. The Company also continued to implement control enhancements to remediate findings and deficiencies identified by its internal auditor and independent registered public accounting firm.

The Company intends to continually review and evaluate the design and effectiveness of its disclosure controls and procedures and to improve its controls and procedures over time and to correct any deficiencies that it may discover in the future. The goal is to ensure that senior management has timely access to all material financial and non-financial information concerning the Company's business. While the Company believes the present design of its disclosure controls and procedures is effective to achieve its goal, future events affecting its business may cause the Company to modify its disclosure controls and procedures. The Company does not expect that its disclosure controls and procedures and internal control over financial reporting will prevent every error or instance of 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 in controls or procedures can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any control procedure 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 become inadequate because of changes in
 
 
 

43
 
 
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

None.

Item 1A. Risk Factors

There have been no material changes in the Risk Factors previously disclosed in Item 1A of the Company’s 2011 Form 10-K.


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

(a)  
Not applicable.

(b)  
Not applicable.

(c)  
The following table provides information about repurchases of common stock made by the Company during the quarter ended December 31, 2011:
 
 
 
 
Period of Repurchase
 
Total
Number of
Shares
Purchased
 
Average Price
Paid Per Share
 
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
 
Maximum Number
of Shares that May
Yet Be Purchased
Under the
Program
                 
Oct 1 – Dec 31, 2011
 
390,131
 
$         10.02
 
390,131
 
509,869


Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Removed and Reserved


Item 5. Other Information

Not applicable.

 
 

44
 


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 (4)
 
10.2
Amended Severance Agreement with Eric S. Nadeau (4)
 
10.3
Amended Severance Agreement with R. Shane Correa (4)
 
10.4
Amended Severance Agreement with Cindy L. Bateman (4)
 
10.5
Form of Home Federal Bank Employee Severance Compensation Plan (5)
 
10.6
Form of Director Indexed Retirement Agreement entered into by Home Federal Savings and Loan Association of Nampa with each of its Directors (3)
 
10.7
Form of Director Deferred Incentive Agreement entered into by Home Federal Savings and Loan Association of Nampa with each of its Directors (3)
 
10.8
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)
 
10.9
Form of Amended and Restated Salary Continuation Agreement entered into by Home Federal Savings and Loan Association of Nampa with Daniel L. Stevens (3)
 
10.10
Amended and Restated Salary Continuation Agreement entered into by Home Federal Bank with Len E. Williams (4)
 
10.11
Amended and Restated Salary Continuation Agreement entered into by Home Federal Bank with Eric S. Nadeau (4)
 
10.12
Amended and Restated Salary Continuation Agreement entered into by Home Federal Bank with R. Shane Correa (6)
 
10.13
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 (7)
 
10.14
2005 Recognition and Retention Plan approved by stockholders on June 23, 2005 and Form of Award Agreement (7)
 
10.15
Director Retirement Plan entered into by Home Federal Bank with each of its Independent Directors (8)
 
10.16
Transition Agreement with Daniel L. Stevens (9)
 
10.17
2008 Equity Incentive Plan (10)
 
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 *
 
101
The following materials from the Company’s Transition Report on Form 10-QT for the quarter ended December 31, 2011, formatted in Extensible Business Reporting Language (XBRL): (1) Consolidated Balance Sheets; (2) Consolidated Statements of Operations; (3) Consolidated Statements of Stockholders’ Equity; (4) Consolidated Statements of Cash Flows; and (5) Selected Notes to Consolidated Financial Statements. (11)

(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, 2010
(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 June 30, 2011
(5)  
Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2008
(6)  
Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended September 30, 2011
(7)  
Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 (333-127858)
(8)  
Filed as an exhibit to the Registrant’s Current Report on Form 8-K dated October 21, 2005
(9)  
Filed as an exhibit to the Registrant’s Current Report on Form 8-K dated August 21, 2006
(10)  
Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 (333-157540)
(11)  
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
*      Filed herewith

 
 

45
 
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:  February 9, 2012 /s/ Len E. Williams                                   
  Len E. Williams 
  President and 
 
Chief Executive Officer
  (Principal Executive Officer) 
   
   
Date:  February 9, 2012
/s/Eric S. Nadeau                                      
 
Eric S. Nadeau
 
Executive Vice President and
 
Chief Financial Officer
  (Principal Financial and Accounting Officer) 

 
 
 

46
 
 
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
101
The following materials from the Company’s Transition Report on Form 10-QT for the quarter ended December 31, 2011, formatted in Extensible Business Reporting Language (XBRL): (1) Consolidated Balance Sheets; (2) Consolidated Statements of Operations; (3) Consolidated Statements of Stockholders’ Equity; (4) Consolidated Statements of Cash Flows; and (5) Selected Notes to Consolidated Financial Statements. *

 
 *
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
 
 
 
 
 
 
 

47