e10ksb
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
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Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended June 30, 2006
OR
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o |
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Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission File Number 000-51117
HOME FEDERAL BANCORP, INC. OF LOUISIANA
(Name of Small Business Issuer in Its Charter)
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Federal
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86-1127166 |
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(State or Other Jurisdiction of
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(I.R.S. Employer |
Incorporation or Organization)
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Identification Number) |
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624 Market Street, Shreveport, Louisiana
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71101 |
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(Address of Principal Executive Offices)
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(Zip Code) |
Issuers
Telephone Number (318) 222-1145
Securities registered under Section 12(b) of the Exchange Act: Not Applicable
Securities registered under Section 12(g) of the Exchange Act:
Common Stock (par value $.01 per share)
(Title of Class)
Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the
Exchange Act. o
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 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 þ No o
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B
contained in this form and no disclosure will be contained, to the best of Registrants knowledge,
in definitive proxy or information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB: þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
Issuers revenues for its most recent fiscal year ended June 30, 2006: $5.8 million.
As of September 22, 2006, the aggregate value of the 1,067,227 shares of Common Stock of the
Registrant issued and outstanding on such date, which excludes an aggregate of 335,656 shares held
by all directors and executives officers of the Registrant, the Registrants Employee Stock
Ownership Plan (ESOP), Employees Savings and Profit Sharing Plan (401(k) Plan), Recognition
and Retention Plan (RRP) Trust and 2,135,375 shares held by Home Federal Mutual Holding Company
of Louisiana as a group, was approximately $11.2 million. This figure is based on the closing
sales price of $10.45 per share of the Registrants Common Stock on September 22, 2006. Although
directors and executive officers, the ESOP, RRP and 401(k) Plan were assumed to be affiliates of
the Registrant for purposes of this calculation, the classification is not to be interpreted as an
admission of such status.
Number of shares of Common Stock outstanding as of September 22, 2006: 3,538,258
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents incorporated by reference and the Part of the Form 10-KSB
into which the document is incorporated.
(1) |
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Portions of the Annual Report to Shareholders are incorporated into Part II, Items 5 through
7 and Part III, Item 13 of this Form 10-KSB. |
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(2) |
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Portions of the Definitive Proxy Statement for the 2006 Annual Meeting of Shareholders are
incorporated into Part III, Items 9 through 12 and Item 14. |
Transitional
Small Business Disclosure Format: Yes o No þ
Home Federal Bancorp Inc. of Louisiana
Form 10-KSB
For the Year Ended June 30, 2006
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PART I. |
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Item 1. |
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Description of Business |
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1 |
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Item 2. |
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Description of Property |
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22 |
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Item 3. |
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Legal Proceedings |
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22 |
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Item 4. |
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Submission of Matters to a Vote of Security Holders |
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22 |
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PART II. |
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Item 5. |
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Market for Common Equity, Related Stockholder Matters and Small Business Issuer
Purchases of Equity Securities |
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23 |
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Item 6. |
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Managements Discussion and Analysis or Plan of Operation |
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23 |
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Item 7. |
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Financial Statements |
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23 |
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Item 8. |
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Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure |
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24 |
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Item 8A. |
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Controls and Procedures |
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24 |
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Item 8B. |
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Other Information |
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24 |
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PART III. |
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Item 9. |
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Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act |
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24 |
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Item 10. |
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Executive Compensation |
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24 |
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Item 11. |
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Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters |
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24 |
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Item 12. |
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Certain Relationships and Related Transactions |
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25 |
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Item 13. |
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Exhibits |
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25 |
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Item 14. |
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Principal Accountant Fees and Services |
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PART I
Item 1. Description of Business
General
On January 18, 2005, Home Federal Savings and Loan Association (Home Federal Savings and
Loan or the Association), completed its reorganization to the mutual holding company form of
organization and formed Home Federal Bancorp, Inc. of Louisiana (Home Federal Bancorp or the
Company) to serve as the stock holding company for the Association. In connection with the
reorganization, the Company sold 1,423,583 shares of its common stock in a subscription and
community offering at a price of $10.00 per share. The Company also issued 60% of its then
outstanding common stock in the reorganization to Home Federal Mutual Holding Company of Louisiana,
or 2,135,375 shares. As of June 30, 2006, Home Federal Mutual Holding Company held 60.4% of Home
Federal Bancorps issued and outstanding common stock. The Association is a federally chartered,
stock savings and loan association and is subject to federal regulation by the Federal Deposit
Insurance Corporation and the Office of Thrift Supervision. Services are provided to its customers
by three offices, all of which are located in the City of Shreveport, Louisiana. The area served
by the Association is primarily the Shreveport-Bossier City metropolitan area; however, loan and
deposit customers are found dispersed in a wider geographical area covering much of northwest
Louisiana.
The Companys only business activities are to hold all of the outstanding common stock of Home
Federal Savings and Loan. The Company is authorized to pursue other business activities permitted
by applicable laws and regulations for savings and loan holding companies, which may include the
issuance of additional shares of common stock to raise capital or to support mergers or
acquisitions and borrowing funds for reinvestment in Home Federal Savings and Loan.
Home Federal Bancorp does not own or lease any property, but instead uses the premises,
equipment and furniture of Home Federal Savings and Loan. At the present time, the Company employs
only persons who are officers of Home Federal Savings and Loan to serve as officers of Home Federal
Bancorp and may also use the support staff of Home Federal Savings and Loan from time to time.
These persons are not separately compensated by Home Federal Bancorp.
Home Federal Savings and Loan is a federally chartered savings and loan association located in
Shreveport, Louisiana, which is the parish seat of Caddo Parish. Home Federal Savings and Loans
business consists primarily of attracting deposits from the general public and using those funds to
invest in securities and originate single-family and consumer loans.
Market Area
Our primary market area for loans and deposits is in northwest Louisiana, particularly Caddo
Parish. Shreveport is the parish seat for Caddo Parish. Our operating strategy is based on strong
community service.
Our primary market area is suburban in nature, as indicated by the population density of Caddo
and Bossier Parishes. Shreveport is the largest population center in the regional market area
served by us. Services, wholesale/retail trade, manufacturing, casino gaming and government
constitute the basis of a fairly diversified local economy. Competition for financial services in
our primary market area is intense.
Competition
We face significant competition both in attracting deposits and in making loans. Our most
direct competition for deposits has come historically from commercial banks, credit unions and
other savings institutions located in the primary market area, including many large financial
institutions which have greater financial and marketing resources available to them. In addition,
we face significant competition for investors funds from short-term money market securities,
mutual funds and other corporate and government securities. We do not rely upon any individual
group or entity for a material portion of our deposits. Our ability to attract and retain deposits
depends on our ability to generally provide a rate of return, liquidity and risk comparable to that
offered by competing investment opportunities.
1
Our competition for real estate loans comes principally from mortgage banking companies,
commercial banks, other savings institutions and credit unions. We compete for loan originations
primarily through the interest rates and loan fees we charge, and the efficiency and quality of
services we provide borrowers. Factors which affect competition include general and local economic
conditions, current interest rate levels and volatility in the mortgage markets. Competition may
increase as a result of the continuing reduction of restrictions on the interstate operations of
financial institutions.
Subsidiaries
At June 30, 2006, the Association had one subsidiary, Metro Financial Services, Inc., an
inactive, wholly-owned subsidiary.
Employees
Home Federal Savings and Loan had 17 full-time employees and two part-time employees at June
30, 2006. None of these employees are covered by a collective bargaining agreement, and we believe
that we enjoy good relations with our personnel.
Lending Activities
General. At June 30, 2006, our net loan portfolio amounted to $20.9 million, representing
approximately 18.3% of total assets at that date. Historically, our principal lending activity has
been the origination of one- to four-family residential loans. At June 30, 2006, one- to
four-family residential loans amounted to $13.7 million, or 64.7% of the total loan portfolio. As
part of our desire to diversify the loan portfolio, we also offer consumer loans, which amounted to
$4.3 million, or 20.4% of the total loan portfolio at June 30, 2006.
The types of loans that we may originate are subject to federal and state laws and
regulations. Interest rates charged on loans are affected principally by the demand for such loans
and the supply of money available for lending purposes and the rates offered by our competitors.
These factors are, in turn, affected by general and economic conditions, the monetary policy of the
federal government, including the Federal Reserve Board, legislative and tax policies, and
governmental budgetary matters.
A savings institution generally may not make loans to one borrower and related entities in an
amount which exceeds the greater of (i) 15% of its unimpaired capital and surplus, although loans
in an amount equal to an additional 10% of unimpaired capital and surplus may be made to a borrower
if the loans are fully secured by readily marketable securities, and (ii) $500,000. At June 30,
2006, our regulatory limit on loans-to-one borrower was $4.1 million and the five largest loans or
groups of loans-to-one borrower, including related entities, aggregated $3,139,007, $449,296,
$358,203, $274,589 and $260,000. Each of our five largest loans or groups of loans was performing
in accordance with its terms at June 30, 2006.
Loans to or guaranteed by general obligations of a state or political subdivision are not
subject to the foregoing lending limits. Our Board has authorized a loan commitment of $1.5
million to a limited partnership established by the Housing Authority of Bossier City, Louisiana,
which we expect to be entered into in the second or third quarter of fiscal 2007. The loan will be
secured by a first mortgage lien on real estate and low to moderate income rental units in Bossier
City, Louisiana as well as a conditional assignment of rents. The commitment letter will include a
condition that the Housing Authority of Bossier City, Louisiana execute takeout agreements with
respect to our position in the event of default. In addition, among other conditions, the $1.5
million commitment letter will require a written appraisal establishing the value of the rental
property at completion of not less than 80% of the loan, or $1.2 million.
Loan Portfolio Composition. The following table shows the composition of our loan portfolio
by type of loan at the dates indicated.
2
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June 30, |
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2006 |
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2005 |
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Amount |
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% |
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Amount |
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% |
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(Dollars in Thousands) |
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Real estate loans: |
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One- to four-family residential |
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$ |
13,721 |
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64.72 |
% |
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$ |
19,301 |
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80.79 |
% |
Other mortgage |
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3,164 |
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14.92 |
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837 |
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3.50 |
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Total real estate loans |
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16,885 |
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79.64 |
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20,138 |
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84.29 |
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Consumer loans: |
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Home equity loans and second
mortgage loans |
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3,287 |
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15.50 |
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2,776 |
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11.62 |
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Savings account |
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613 |
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2.89 |
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470 |
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1.97 |
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Equity lines of credit |
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374 |
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1.76 |
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500 |
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2.09 |
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Other |
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43 |
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.21 |
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6 |
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.03 |
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Total consumer loans |
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4,317 |
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20.36 |
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3,752 |
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15.71 |
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Total loans |
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21,202 |
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100.00 |
% |
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23,890 |
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100.00 |
% |
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Less: |
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Allowance for loan losses |
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(235 |
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235 |
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Deferred loan fees |
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(101 |
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80 |
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Net loans(1) |
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$ |
20,866 |
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$ |
23,575 |
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(1) |
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Does not include loans held for sale amounting to $70,000 at June 30, 2005. |
Origination of Loans. Our lending activities are subject to the written underwriting
standards and loan origination procedures established by the board of directors and management.
Loan originations are obtained through a variety of sources, primarily consisting of referrals from
real estate brokers and existing customers. Written loan applications are taken by one of our loan
officers. The loan officer also supervises the procurement of credit reports, appraisals and other
documentation involved with a loan. As a matter of practice, we obtain independent outside
appraisals on substantially all of our loans. Under our lending policy, a title opinion must be
obtained for each real estate loan. We also require fire and extended coverage casualty insurance
in order to protect the properties securing the real estate loans. Borrowers must also obtain
flood insurance policies when the property is in a flood hazard area.
Our loan approval process is intended to assess the borrowers ability to repay the loan, the
viability of the loan and the value of the property that will secure the loan. Loans up to
$417,900, the Fannie Mae conforming loan limit for single-family mortgage loans for 2006, must be
approved by our loan committee which currently consists of the Chief Executive Officer, the Chief
Financial Officer and the Vice President of Lending. Loans in excess of $417,900 must be approved
by the board of directors. In accordance with past practice, all loans are ratified by our board
of directors.
During fiscal 2005, we also purchased loans from a builder of pre-fabricated housing. The
loans were generally secured by rural properties and the seller continues to perform the servicing
functions on the loan. Although the loans were originated with fixed-rates, we received an
adjustable-rate of interest with a floor rate of 6% and a ceiling of 8.75%. Under the terms of the
loan agreements, the seller repurchases any loan that becomes more than 90 days delinquent. At
June 30, 2006, we had approximately $2.7 million of such loans in our portfolio.
The following table shows total loans originated, sold and repaid during the periods
indicated.
3
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Year Ended June 30, |
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2006 |
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2005 |
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(In Thousands) |
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Loan originations: |
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One- to four-family residential |
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$ |
12,076 |
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$ |
6,799 |
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Other mortgage |
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2,312 |
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843 |
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Consumer |
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3,045 |
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3,583 |
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Total loan originations |
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17,433 |
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11,225 |
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Loans purchased |
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2,086 |
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Total loan originations
and loans purchased |
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17,433 |
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13,311 |
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Loans sold |
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(2,944 |
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(2,146 |
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Loan principal repayments |
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(17,247 |
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(10,327 |
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Total loans sold and principal
repayments |
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(20,191 |
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(12,473 |
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Increase due to other items, net (1) |
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49 |
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58 |
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Net (decrease) increase in loan portfolio |
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$ |
(2,709 |
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$ |
896 |
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(1) |
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Other items consist of deferred loan fees, the allowance for loan losses and
loans held for sale at year end. |
Although federal laws and regulations permit savings institutions to originate and purchase
loans secured by real estate located throughout the United States, we concentrate our lending
activity to our primary market area in Caddo Parish, Louisiana and the surrounding area. Subject
to our loans-to-one borrower limitation, we are permitted to invest without limitation in
residential mortgage loans and up to 400% of our capital in loans secured by non-residential or
commercial real estate. We also may invest in secured and unsecured consumer loans in an amount
not exceeding 35% of total assets. This 35% limitation may be exceeded for certain types of
consumer loans, such as home equity and property improvement loans secured by residential real
property. In addition, we may invest up to 10% of our total assets in secured and unsecured loans
for commercial, corporate, business or agricultural purposes. At June 30, 2006, we were within
each of the above lending limits.
During fiscal 2006 and 2005, we sold $2.9 million and $2.1 million of loans, respectively. We
recognized gain on sale of loans of $24,178 during fiscal 2006 and $17,882 during fiscal 2005.
Loans were sold during these periods primarily to another financial institution. Such loans were
sold against forward sales commitments with servicing released and without recourse after a certain
amount of time, typically 90 days. The loans sold primarily consisted of long-term, fixed rate
residential real estate loans. These loans were originated during a period of historically low
interest rates and were sold to reduce our interest rate risk. We will continue to sell loans in
the future to the extent we believe the interest rate environment is unfavorable and interest rate
risk is unacceptable.
Contractual Terms to Final Maturities. The following table shows the scheduled contractual
maturities of our loans as of June 30, 2006, before giving effect to net items. Demand loans,
loans having no stated schedule of repayments and no stated maturity, and overdrafts are reported
as due in one year or less. The amounts shown below do not take into account loan prepayments.
4
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One- to |
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Four- |
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Family |
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Other |
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Residential |
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Mortgage |
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Consumer |
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Total |
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(In Thousands) |
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Amounts due after June 30, 2006 in: |
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One year or less |
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$ |
1,433 |
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$ |
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$ |
988 |
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$ |
2,421 |
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After one year through two years |
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64 |
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183 |
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247 |
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After two years through three years |
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201 |
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49 |
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250 |
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After three years through five years |
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297 |
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317 |
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614 |
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After five years through ten years |
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1,114 |
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25 |
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1,006 |
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2,145 |
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After ten years through fifteen years |
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1,131 |
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728 |
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1,859 |
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After fifteen years |
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9,481 |
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3,139 |
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1,046 |
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13,666 |
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Total |
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$ |
13,721 |
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$ |
3,164 |
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$ |
4,317 |
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$ |
21,202 |
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The following table sets forth the dollar amount of all loans, before net items, due after
June 30, 2006 which have fixed interest rates or which have floating or adjustable interest rates.
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Floating or |
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Fixed-Rate |
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Adjustable-Rate |
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Total |
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(In Thousands) |
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|
One- to four-family
residential |
|
$ |
10,686 |
|
|
$ |
3,035 |
|
|
$ |
13,721 |
|
Other mortgage |
|
|
3,164 |
|
|
|
|
|
|
|
3,164 |
|
Consumer |
|
|
4,291 |
|
|
|
26 |
|
|
|
4,317 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
18,141 |
|
|
$ |
3,061 |
|
|
$ |
21,202 |
|
|
|
|
|
|
|
|
|
|
|
Scheduled contractual maturities of loans do not necessarily reflect the actual expected term
of the loan portfolio. The average life of mortgage loans is substantially less than their average
contractual terms because of prepayments. The average life of mortgage loans tends to increase when
current mortgage loan rates are higher than rates on existing mortgage loans and, conversely,
decrease when rates on current mortgage loans are lower than existing mortgage loan rates (due to
refinancing of adjustable-rate and fixed-rate loans at lower rates). Under the latter circumstance,
the weighted average yield on loans decreases as higher yielding loans are repaid or refinanced at
lower rates.
One- to Four-Family Residential Real Estate Loans. Our primary lending activity is the
origination of loans secured by single-family residences. At June 30, 2006, $13.7 million, or
64.7%, of the total loan portfolio, before net items, consisted of one- to four-family residential
loans.
The loan-to-value ratio, maturity and other provisions of the loans made by us generally have
reflected the policy of making less than the maximum loan permissible under applicable regulations,
in accordance with sound lending practices, market conditions and underwriting standards
established by us. Our current lending policy on one- to four-family residential loans generally
limits the maximum loan-to-value ratio to 80% or less of the appraised value of the property
although we will lend up to a 95% loan-to-value ratio with private mortgage insurance. These loans
are amortized on a monthly basis with principal and interest due each month and generally include
due-on-sale clauses.
At June 30, 2006, $10.7 million, or 77.9%, of our one- to four-family residential mortgage
loans were fixed-rate loans. Fixed-rate loans generally have maturities ranging from 15 to 30
years and are fully amortizing with monthly loan payments sufficient to repay the total amount of
the loan with interest by the end of the loan term. Our fixed-rate loans generally are originated
under terms, conditions and documentation which permit them to be sold to U.S. Government-sponsored
agencies, such as the Federal Home Loan Mortgage Corporation, and other investors in the secondary
mortgage market. Consistent with our asset/liability management, we have sold a significant portion
of our long-term, fixed rate loans over the past two years.
Although we offer adjustable rate loans, substantially all of the single-family loan
originations over the last few years have consisted of fixed-rate loans due to the low interest
rate environment. The adjustable-rate loans held in portfolio typically have interest rates which
adjust on an annual basis. These loans generally have an annual cap
of 2% on any increase or decrease and a cap of 6% above or below the initial rate over the
life of the loan. Such loans are underwritten based on the initial rate plus 2%.
5
Consumer Loans. We are authorized to make loans for a wide variety of personal or consumer
purposes. We originate consumer loans in order to accommodate our customers and because such loans
generally have shorter terms and higher interest rates than residential mortgage loans. The
consumer loans we offer consist of home equity and second mortgage loans, loans secured by deposit
accounts with us, equity lines of credit and automobile loans. As part of our lending strategy, we
started to place a greater emphasis on the origination of consumer loans. However, we do not
intend to materially expand our product offerings and instead intend to focus on increasing the
volume of our current products, primarily home equity and second mortgage loans. At June 30, 2006,
$4.3 million, or 20.4% of the total loan portfolio consisted of consumer loans compared to $3.8
million, or 15.7% of the loan portfolio at June 30, 2005.
Of the $4.3 million of consumer loans held at June 30, 2006, $3.3 million consisted of home
equity and second mortgage loans compared to $2.8 million of home equity and second mortgage loans
at June 30, 2005. These loans are secured by the underlying equity in the borrowers residence.
We do not require that we hold the first mortgage on the properties that secure the second mortgage
loans. The amount of our second mortgage loans generally cannot exceed a loan-to-value ratio of
80% after taking into consideration the first mortgage loan. These loans are typically
three-to-five year balloon loans with fixed rates and contain an on-demand clause that allows us to
call the loan in at any time.
We offer loans secured by deposit accounts held with us, which loans amounted to $612,388, or
2.9% of the total loan portfolio at June 30, 2006. Such loans are originated for up to 90% of the
account balance, with a hold placed on the account restricting the withdrawal of the account
balance. The interest rate on the loan is equal to the interest rate paid on the account plus 2%.
These loans typically are payable on demand with a maturity date of one year.
We also offer lines of credit secured by a borrowers equity in real estate.
Consumer loans generally have shorter terms and higher interest rates than residential
mortgage loans, but generally entail greater credit risk than residential mortgage loans,
particularly those loans secured by assets that depreciate rapidly, such as automobiles, boats and
recreational vehicles. In such cases, repossessed collateral for a defaulted consumer loan may not
provide an adequate source of repayment for the outstanding loan and the remaining deficiency often
does not warrant further substantial collection efforts against the borrower. In particular,
amounts realizable on the sale of repossessed automobiles may be significantly reduced based upon
the condition of the automobiles and the fluctuating demand for used automobiles.
Loan Origination and Other Fees. In addition to interest earned on loans, we generally
receive loan origination fees or points for originating loans. Loan points are a percentage of
the principal amount of the mortgage loan and are charged to the borrower in connection with the
origination of the loan.
Asset Quality
General. Our collection procedures provide that when a loan is 15 days past due, a late
charge notice is sent to the borrower requesting payment. If the delinquency continues at 30 days,
personal contact efforts are attempted, either in person or by telephone. If a loan becomes 60
days past due and no progress has been made in resolving the delinquency, a collection letter from
legal counsel is sent and personal contact is attempted. When a loan continues in a delinquent
status for 90 days or more, and a repayment schedule has not been made or kept by the borrower,
generally a notice of intent to foreclose is sent to the borrower. If the delinquency is not
cured, foreclosure proceedings are initiated. In most cases, deficiencies are cured promptly.
While we generally prefer to work with borrowers to resolve such problems, we will institute
foreclosure or other collection proceedings when necessary to minimize any potential loss.
Loans are placed on non-accrual status when management believes the probability of collection
of interest is doubtful. When a loan is placed on non-accrual status, previously accrued but
unpaid interest is deducted from interest income. We generally discontinue the accrual of interest
income when the loan becomes 90 days past due as to principal or interest unless the credit is well
secured and we believe we will fully collect.
Real estate and other assets we acquire as a result of foreclosure or by deed-in-lieu of
foreclosure are classified as real estate owned until sold. We did not have any real estate owned
at June 30, 2006 or 2005.
6
Delinquent Loans. The following table shows the delinquencies in our loan portfolio as of the
dates indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2006 |
|
|
June 30, 2005 |
|
|
|
30-89 |
|
|
90 or More Days |
|
|
30-89 |
|
|
90 or More Days |
|
|
|
Days Overdue |
|
|
Overdue |
|
|
Days Overdue |
|
|
Overdue |
|
|
|
Number |
|
|
Principal |
|
|
Number |
|
|
Principal |
|
|
Number |
|
|
Principal |
|
|
Number |
|
|
Principal |
|
|
|
of Loans |
|
|
Balance |
|
|
of Loans |
|
|
Balance |
|
|
of Loans |
|
|
Balance |
|
|
of Loans |
|
|
Balance |
|
|
|
(Dollars in Thousands) |
|
One- to four-family
residential loans |
|
|
3 |
|
|
|
40 |
|
|
|
1 |
|
|
|
1 |
|
|
|
2 |
|
|
$ |
158 |
|
|
|
|
|
|
$ |
|
|
Other mortgage loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total delinquent loans |
|
|
3 |
|
|
|
40 |
|
|
|
1 |
|
|
|
1 |
|
|
|
2 |
|
|
$ |
158 |
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delinquent loans to total net
loans |
|
|
|
|
|
|
.19 |
% |
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
.67 |
% |
|
|
|
|
|
|
|
% |
Delinquent loans to total loans |
|
|
|
|
|
|
.19 |
% |
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
.66 |
% |
|
|
|
|
|
|
|
% |
Non-Performing Assets. The following table shows the amounts of our non-performing
assets (defined as non-accruing loans, accruing loans 90 days or more past due and real estate
owned) at the dates indicated. We did not have troubled debt restructurings at either of the dates
indicated.
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
|
(Dollars in Thousands) |
|
Non-accruing loans: |
|
|
|
|
|
|
|
|
One- to four-family residential |
|
$ |
|
|
|
$ |
|
|
Other mortgage |
|
|
|
|
|
|
|
|
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-accruing loans |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
Accruing loans 90 days or more past due: |
|
|
|
|
|
|
|
|
One- to four-family residential |
|
$ |
1 |
|
|
$ |
|
|
Other mortgage |
|
|
|
|
|
|
|
|
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total accruing loans 90 days or more past due |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
Total non-performing loans(1) |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
Real estate owned, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-performing assets |
|
$ |
1 |
|
|
$ |
|
|
|
|
|
|
|
|
|
Total non-performing loans as a percent of loans, net |
|
|
n/m |
|
|
|
|
% |
Total non-performing assets as a percent of total assets |
|
|
n/m |
|
|
|
|
% |
|
|
|
(1) |
|
Non-performing loans consist of non-accruing loans plus accruing loans 90 days or more
past due. |
Classified Assets. Federal regulations require that each insured savings institution classify
its assets on a regular basis. In addition, in connection with examinations of insured
institutions, federal examiners have authority to identify problem assets and, if appropriate,
classify them. There are three classifications for problem assets: substandard, doubtful and
loss. Substandard assets have one or more defined weaknesses and are characterized by the
distinct possibility that the insured institution will sustain some loss if the deficiencies are
not corrected. Doubtful assets have the weaknesses of substandard assets with the additional
characteristic that the weaknesses make collection or liquidation in full on the basis of currently
existing facts, conditions and values questionable, and there is a higher possibility of loss. An
asset classified loss is considered uncollectible and of such little value that continuance as an
asset of the institution is not warranted. Another category designated special mention also must
be established and maintained for assets which do not currently expose an insured institution to a
sufficient degree of risk to warrant classification as substandard, doubtful or loss. Assets
classified as substandard or doubtful require the institution to establish general allowances for
loan losses. If an asset or portion thereof is classified as loss, the insured institution must
either establish specific allowances for loan losses in the amount of 100% of the portion of the
asset classified loss, or charge-off such amount. General loss allowances established to cover
possible losses
related to assets classified substandard or doubtful may be included in determining an
institutions regulatory capital, while specific valuation allowances for loan losses do not
qualify as regulatory capital. Federal examiners may disagree with an insured institutions
classifications and amounts reserved. We did not have any classified assets at June 30, 2006.
7
Allowance for Loan Losses. At June 30, 2006, our allowance for loan losses amounted to
$235,000. The allowance for loan losses is maintained at a level believed, to the best of our
knowledge, to cover all known and inherent losses in the portfolio both probable and reasonable to
estimate at each reporting date. The level of allowance for loan losses is based on our periodic
review of the collectibility of the loans in light of historical experience, the nature and volume
of the loan portfolio, adverse situations that may affect the borrowers ability to repay,
estimated value of any underlying collateral and prevailing conditions. We are primarily engaged
in originating single-family residential loans. Our management considers the deficiencies of all
classified loans in determining the amount of allowance for loan losses required at each reporting
date. Our management analyzes the probability of the correction of the substandard loans
weaknesses and the extent of any known or inherent losses that we might sustain on them.
While management believes that it determines the size of the allowance based on the best
information available at the time, the allowance will need to be adjusted as circumstances change
and assumptions are updated. Future adjustments to the allowance could significantly affect net
income.
The following table shows changes in our allowance for loan losses during the periods
presented. We did not have any charge-offs or recoveries during fiscal 2006 or 2005.
|
|
|
|
|
|
|
|
|
|
|
At or For the Year Ended June 30, |
|
|
2006 |
|
2005 |
|
|
(Dollars in Thousands) |
Total loans outstanding at end of period |
|
$ |
21,202 |
|
|
$ |
23,960 |
|
Average loans outstanding |
|
|
20,141 |
|
|
|
22,973 |
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses, beginning of period |
|
|
235 |
|
|
|
235 |
|
Provision for loan losses |
|
|
|
|
|
|
|
|
Allowance for loan losses, end of period |
|
|
235 |
|
|
|
235 |
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses as a percent
of non-performing loans |
|
|
23,500.00 |
% |
|
|
|
% |
Allowance for loan losses as a percent
of loans outstanding |
|
|
1.11 |
% |
|
|
0.98 |
% |
The following table shows how our allowance for loan losses is allocated by type of loan at
each of the dates indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
Loan |
|
|
|
|
|
|
Loan |
|
|
|
|
|
|
|
Category |
|
|
|
|
|
|
Category |
|
|
|
Amount |
|
|
as a % |
|
|
Amount |
|
|
as a % |
|
|
|
of |
|
|
of Total |
|
|
of |
|
|
of Total |
|
|
|
Allowance |
|
|
Loans |
|
|
Allowance |
|
|
Loans |
|
|
|
|
|
|
|
(Dollars in Thousands) |
|
|
|
|
|
One- to four-family residential |
|
$ |
235 |
|
|
|
64.72 |
% |
|
$ |
235 |
|
|
|
80.79 |
% |
Other mortgage |
|
|
|
|
|
|
14.92 |
|
|
|
|
|
|
|
3.50 |
|
Consumer |
|
|
|
|
|
|
20.36 |
|
|
|
|
|
|
|
15.71 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
235 |
|
|
|
100.00 |
% |
|
$ |
235 |
|
|
|
100.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
8
Investment Securities
We have authority to invest in various types of securities, including mortgage-backed
securities, U.S. Treasury obligations, securities of various federal agencies and of state and
municipal governments, certificates of deposit at federally insured banks and savings institutions,
certain bankers acceptances and federal funds. Our investment strategy is established by the
board of directors.
The following table sets forth certain information relating to our investment securities
portfolio at the dates indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
|
Amortized |
|
|
Fair |
|
|
Amortized |
|
|
Fair |
|
|
|
Cost |
|
|
Value |
|
|
Cost |
|
|
Value |
|
|
|
(In Thousands) |
|
Securities Held to Maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate securities |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
FHLB stock |
|
|
649 |
|
|
|
649 |
|
|
|
632 |
|
|
|
632 |
|
Municipal obligations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities |
|
|
776 |
|
|
|
793 |
|
|
|
981 |
|
|
|
1,024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Securities Held to Maturity |
|
|
1,425 |
|
|
|
1,442 |
|
|
|
1,613 |
|
|
|
1,656 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities Available for Sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLB and FNMA Notes |
|
|
1,992 |
|
|
|
1,975 |
|
|
|
1,976 |
|
|
|
1,980 |
|
Corporate securities |
|
|
2,180 |
|
|
|
2,121 |
|
|
|
2,094 |
|
|
|
2,057 |
|
Mortgage-backed securities |
|
|
84,243 |
|
|
|
79,598 |
|
|
|
71,222 |
|
|
|
71,723 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Securities Available for Sale |
|
|
88,415 |
|
|
|
83,694 |
|
|
|
75,292 |
|
|
|
75,760 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investment Securities |
|
$ |
89,840 |
|
|
$ |
85,136 |
|
|
$ |
76,905 |
|
|
$ |
77,416 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table sets forth the amount of investment securities which contractually mature
during each of the periods indicated and the weighted average yields for each range of maturities
at June 30, 2006. The amounts reflect the fair value of our securities at June 30, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts at June 30, 2006 Which Mature In |
|
|
|
|
|
|
|
|
|
|
|
Over One |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One |
|
|
Weighted |
|
|
Year |
|
|
Weighted |
|
|
Over Five |
|
|
Weighted |
|
|
Over |
|
|
Weighted |
|
|
|
Year |
|
|
Average |
|
|
Through |
|
|
Average |
|
|
Through |
|
|
Average |
|
|
Ten |
|
|
Average |
|
|
|
or Less |
|
|
Yield |
|
|
Five Years |
|
|
Yield |
|
|
Ten Years |
|
|
Yield |
|
|
Years |
|
|
Yield |
|
|
|
(Dollars in Thousands) |
|
Bonds and other
debt securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLB and FNMA
Notes |
|
$ |
990 |
|
|
|
3.82 |
% |
|
$ |
985 |
|
|
|
3.75 |
% |
|
$ |
|
|
|
|
|
% |
|
$ |
|
|
|
|
|
% |
Mortgage-backed
Securities |
|
|
2 |
|
|
|
6.93 |
|
|
|
10 |
|
|
|
7.14 |
|
|
|
221 |
|
|
|
6.33 |
|
|
|
80,157 |
|
|
|
4.92 |
|
Equity securities(1): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ARM Fund |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,121 |
|
|
|
4.06 |
|
FHLB stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
649 |
|
|
|
4.84 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment
securities and
FHLB stock |
|
$ |
992 |
|
|
|
3.82 |
% |
|
$ |
995 |
|
|
|
3.78 |
% |
|
$ |
221 |
|
|
|
6.33 |
% |
|
$ |
82,927 |
|
|
|
4.90 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
None of the listed equity securities has a stated maturity. |
9
Mortgage-backed securities represent a participation interest in a pool of one- to four-family
or multi-family mortgages. The mortgage originators use intermediaries (generally U.S. Government
agencies and government-sponsored enterprises) to pool and repackage the participation interests in
the form of securities, with investors receiving the principal and interest payments on the
mortgages. Such U.S. Government agencies and government-sponsored enterprises guarantee the payment
of principal and interest to investors.
Mortgage-backed securities are typically issued with stated principal amounts, and the
securities are backed by pools of mortgages that have loans with interest rates that are within a
range and have varying maturities. The underlying pool of mortgages, i.e., fixed-rate or
adjustable-rate, as well as prepayment risk, are passed on to the certificate holder. The life of a
mortgage-backed pass-through security approximates the life of the underlying mortgages.
Our mortgage-backed securities consist of Ginnie Mae securities (GNMA), Freddie Mac
securities (FHLMC) and Fannie Mae securities (FNMA). Ginnie Mae is a government agency within
the Department of Housing and Urban Development which is intended to help finance
government-assisted housing programs. Ginnie Mae securities are backed by loans insured by the
Federal Housing Administration, or guaranteed by the Veterans Administration. The timely payment
of principal and interest on Ginnie Mae securities is guaranteed by Ginnie Mae and backed by the
full faith and credit of the U.S. Government. Freddie Mac is a private corporation chartered by
the U.S. Government. Freddie Mac issues participation certificates backed principally by
conventional mortgage loans. Freddie Mac guarantees the timely payment of interest and the
ultimate return of principal on participation certificates. Fannie Mae is a private corporation
chartered by the U.S. Congress with a mandate to establish a secondary market for mortgage loans.
Fannie Mae guarantees the timely payment of principal and interest on Fannie Mae securities.
Freddie Mac and Fannie Mae securities are not backed by the full faith and credit of the U.S.
Government, but because Freddie Mac and Fannie Mae are U.S. Government-sponsored enterprises, these
securities are considered to be among the highest quality investments with minimal credit risks.
Mortgage-backed securities generally yield less than the loans which underlie such securities
because of their payment guarantees or credit enhancements which offer nominal credit risk. In
addition, mortgage-backed securities are more liquid than individual mortgage loans and may be used
to collateralize our borrowings or other obligations.
The following table sets forth the composition of our mortgage-backed securities portfolio at
each of the dates indicated. The amounts reflect the fair value of our mortgage-backed securities
at June 30, 2006 and 2005.
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
|
(In Thousands) |
|
Fixed rate: |
|
|
|
|
|
|
|
|
GNMA |
|
$ |
524 |
|
|
$ |
671 |
|
FHLMC |
|
|
7,604 |
|
|
|
8,081 |
|
FNMA |
|
|
69,194 |
|
|
|
60,037 |
|
|
|
|
|
|
|
|
Total fixed rate |
|
|
77,322 |
|
|
|
68,789 |
|
|
|
|
|
|
|
|
Adjustable rate: |
|
|
|
|
|
|
|
|
GNMA |
|
|
504 |
|
|
|
833 |
|
FNMA |
|
|
1,731 |
|
|
|
2,069 |
|
FHLMC |
|
|
834 |
|
|
|
1,056 |
|
|
|
|
|
|
|
|
Total adjustable-rate |
|
|
3,069 |
|
|
|
3,958 |
|
|
|
|
|
|
|
|
Total mortgage-backed securities |
|
$ |
80,391 |
|
|
$ |
72,747 |
|
|
|
|
|
|
|
|
Information regarding the contractual maturities and weighted average yield of our
mortgage-backed securities portfolio at June 30, 2006 is presented below. Due to repayments of the
underlying loans, the actual maturities of mortgage-backed securities generally are substantially
less than the scheduled maturities. The amounts reflect the fair value of our mortgage-backed
securities at June 30, 2006.
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts at June 30, 2006 Which Mature In |
|
|
|
|
|
|
|
Weighted |
|
|
Over One |
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
|
|
One Year |
|
|
Average |
|
|
through |
|
|
Average |
|
|
Over Five |
|
|
Average |
|
|
|
or Less |
|
|
Yield |
|
|
Five Years |
|
|
Yield |
|
|
Years |
|
|
Yield |
|
|
|
(In Thousands) |
|
Fixed rate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GNMA |
|
$ |
|
|
|
|
|
% |
|
$ |
|
|
|
|
|
% |
|
$ |
524 |
|
|
|
7.43 |
% |
FHLMC |
|
|
2 |
|
|
|
6.93 |
|
|
|
|
|
|
|
|
|
|
|
7,602 |
|
|
|
4.64 |
|
FNMA |
|
|
|
|
|
|
|
|
|
|
10 |
|
|
|
7.14 |
|
|
|
69,184 |
|
|
|
4.96 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed-rate |
|
|
2 |
|
|
|
6.93 |
|
|
|
10 |
|
|
|
7.14 |
|
|
|
77,310 |
|
|
|
4.95 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustable rate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GNMA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
504 |
|
|
|
3.49 |
|
FNMA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,731 |
|
|
|
4.63 |
|
FHLMC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
834 |
|
|
|
4.29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total adjustable-rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,069 |
|
|
|
4.35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
2 |
|
|
|
6.93 |
% |
|
$ |
10 |
|
|
|
7.14 |
% |
|
$ |
80,379 |
|
|
|
4.93 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table sets forth the purchases, sales and principal repayments of our
mortgage-backed securities during the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
At or For the |
|
|
|
Year Ended June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
|
(Dollars in Thousands) |
|
Mortgage-backed securities at beginning
of period |
|
$ |
72,203 |
|
|
$ |
66,072 |
|
Purchases |
|
|
28,268 |
|
|
|
15,849 |
|
Repayments |
|
|
(12,205 |
) |
|
|
(9,765 |
) |
Sales |
|
|
(3,326 |
) |
|
|
|
|
Amortizations of premiums and discounts, net |
|
|
79 |
|
|
|
47 |
|
|
|
|
|
|
|
|
Mortgage-backed securities at end of period |
|
$ |
85,019 |
|
|
$ |
72,203 |
|
|
|
|
|
|
|
|
Weighted average yield at end of period |
|
|
4.92 |
% |
|
|
4.85 |
% |
|
|
|
|
|
|
|
Sources of Funds
General. Deposits are our primary source of funds for lending and other investment purposes.
In addition to deposits, principal and interest payments on loans and investment securities are a
source of funds. Loan repayments are a relatively stable source of funds, while deposit inflows and
outflows are significantly influenced by general interest rates and money market conditions.
Borrowings may also be used on a short-term basis to compensate for reductions in the availability
of funds from other sources and on a longer-term basis for general business purposes.
Deposits. We attract deposits principally from residents of Louisiana and particularly from
Caddo Parish and to a lesser extent from Bossier Parish. Deposit account terms vary, with the
principal differences being the minimum balance required, the time periods the funds must remain on
deposit and the interest rate. We have not solicited deposits from outside Louisiana or paid fees
to brokers to solicit funds for deposit.
We establish interest rates paid, maturity terms, service fees and withdrawal penalties on a
periodic basis. Management determines the rates and terms based on rates paid by competitors, the
need for funds or liquidity, growth goals and federal regulations. We attempt to control the flow
of deposits by pricing our accounts to remain generally competitive with other financial
institutions in the market area.
The following table shows the distribution of, and certain other information relating to, our
deposits by type of deposit, as of the dates indicated.
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
|
Amount |
|
|
% |
|
|
Amount |
|
|
% |
|
|
|
(Dollars in Thousands) |
|
Certificate accounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.00% - 0.99% |
|
$ |
245 |
|
|
|
.34 |
% |
|
$ |
250 |
|
|
|
.36 |
% |
1.00% - 1.99% |
|
|
411 |
|
|
|
.58 |
|
|
|
6,543 |
|
|
|
9.35 |
|
2.00% - 2.99% |
|
|
9,911 |
|
|
|
13.91 |
|
|
|
20,564 |
|
|
|
29.38 |
|
3.00% - 3.99% |
|
|
14,902 |
|
|
|
20.91 |
|
|
|
12,922 |
|
|
|
18.46 |
|
4.00% - 4.99% |
|
|
28,230 |
|
|
|
39.61 |
|
|
|
10,493 |
|
|
|
14.99 |
|
5.00% - 5.99% |
|
|
3,282 |
|
|
|
4.60 |
|
|
|
1,941 |
|
|
|
2.77 |
|
6.00% - 6.99% |
|
|
|
|
|
|
|
|
|
|
1,796 |
|
|
|
2.57 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total certificate accounts |
|
|
56,981 |
|
|
|
79.95 |
|
|
|
54,509 |
|
|
|
77.88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction accounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings |
|
|
4,756 |
|
|
|
6.67 |
|
|
|
4,917 |
|
|
|
7.02 |
|
NOW |
|
|
6,240 |
|
|
|
8.75 |
|
|
|
6,825 |
|
|
|
9.75 |
|
Money market |
|
|
3,302 |
|
|
|
4.63 |
|
|
|
3,744 |
|
|
|
5.35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total transaction accounts |
|
|
14,298 |
|
|
|
20.05 |
|
|
|
15,486 |
|
|
|
22.12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deposits |
|
$ |
71,279 |
|
|
|
100.00 |
% |
|
$ |
69,995 |
|
|
|
100.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table shows the average balance of each type of deposit and the average rate
paid on each type of deposit for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
|
Average |
|
|
Interest |
|
|
Average |
|
|
Average |
|
|
Interest |
|
|
Average |
|
|
|
Balance |
|
|
Expense |
|
|
Rate Paid |
|
|
Balance |
|
|
Expense |
|
|
Rate Paid |
|
|
|
(Dollars in Thousands) |
|
Savings |
|
$ |
5,009 |
|
|
$ |
24 |
|
|
|
.48 |
% |
|
$ |
5,368 |
|
|
$ |
27 |
|
|
|
.50 |
% |
NOW |
|
|
7,597 |
|
|
|
16 |
|
|
|
.21 |
|
|
|
6,041 |
|
|
|
13 |
|
|
|
.22 |
|
Money market |
|
|
3,516 |
|
|
|
14 |
|
|
|
.40 |
|
|
|
4,129 |
|
|
|
17 |
|
|
|
.41 |
|
Certificates of deposit |
|
|
56,269 |
|
|
|
2,054 |
|
|
|
3.65 |
|
|
|
53,335 |
|
|
|
1,710 |
|
|
|
3.21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deposits |
|
$ |
72,391 |
|
|
$ |
2,108 |
|
|
|
2.91 |
% |
|
$ |
68,873 |
|
|
$ |
1,767 |
|
|
|
2.57 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table shows our savings flows during the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
Year Ended June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
|
(In Thousands) |
|
Total deposits at beginning of period |
|
$ |
69,995 |
|
|
$ |
68,134 |
|
Net deposits (withdrawals) |
|
|
71 |
|
|
|
805 |
|
Interest credited |
|
|
1,213 |
|
|
|
1,056 |
|
|
|
|
|
|
|
|
Total increase (decrease) in deposits |
|
$ |
1,284 |
|
|
$ |
1,861 |
|
|
|
|
|
|
|
|
12
The following table presents, by various interest rate categories and maturities, the amount
of certificates of deposit at June 30, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2006 |
|
|
|
Maturing in the 12 Months Ending June 30, |
|
Certificates of Deposit |
|
2007 |
|
|
2008 |
|
|
2009 |
|
|
Thereafter |
|
|
Total |
|
|
|
(In Thousands) |
|
Less than 2.00% |
|
$ |
596 |
|
|
$ |
21 |
|
|
$ |
20 |
|
|
$ |
18 |
|
|
$ |
655 |
|
2.00% - 2.99% |
|
|
9,049 |
|
|
|
435 |
|
|
|
428 |
|
|
|
|
|
|
|
9,912 |
|
3.00% - 3.99% |
|
|
7,522 |
|
|
|
3,905 |
|
|
|
2,347 |
|
|
|
1,128 |
|
|
|
14,902 |
|
4.00% - 4.99% |
|
|
15,771 |
|
|
|
2,818 |
|
|
|
772 |
|
|
|
8,869 |
|
|
|
28,230 |
|
5.00% - 5.99% |
|
|
1,451 |
|
|
|
1,831 |
|
|
|
|
|
|
|
|
|
|
|
3,282 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total certificate accounts |
|
$ |
34,389 |
|
|
$ |
9,010 |
|
|
$ |
3,567 |
|
|
$ |
10,015 |
|
|
$ |
56,981 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table shows the maturities of our certificates of deposit of $100,000 or more at
June 30, 2006 by time remaining to maturity.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
Quarter Ending: |
|
Amount |
|
|
Average Rate |
|
|
|
(Dollars in Thousands) |
|
September 30, 2006 |
|
$ |
608 |
|
|
|
4.14 |
% |
December 31, 2006 |
|
|
906 |
|
|
|
4.22 |
|
March 31, 2007 |
|
|
275 |
|
|
|
4.40 |
|
June 30, 2007 |
|
|
1,060 |
|
|
|
3.93 |
|
After June 30, 2007 |
|
|
3,042 |
|
|
|
4.59 |
|
|
|
|
|
|
|
|
Total certificates of deposit with
balances of $100,000 or more |
|
$ |
5,891 |
|
|
|
4.37 |
% |
|
|
|
|
|
|
|
Borrowings. We may obtain advances from the Federal Home Loan Bank of Dallas upon the
security of the common stock we own in that bank and certain of our residential mortgage loans and
mortgage-backed and other investment securities, provided certain standards related to
creditworthiness have been met. These advances are made pursuant to several credit programs, each
of which has its own interest rate and range of maturities. Federal Home Loan Bank advances are
generally available to meet seasonal and other withdrawals of deposit accounts and to permit
increased lending.
As of June 30, 2006, we were permitted to borrow up to an aggregate total of $88.3 million
from the Federal Home Loan Bank of Dallas. We had $13.4 million and $8.2 million of Federal Home
Loan Bank advances outstanding at June 30, 2006 and 2005, respectively.
The following table shows certain information regarding our borrowings at or for the dates
indicated:
|
|
|
|
|
|
|
|
|
|
|
At or For the Year |
|
|
Ended June 30, |
|
|
2006 |
|
2005 |
|
|
(Dollars in Thousands) |
FHLB advances: |
|
|
|
|
|
|
|
|
Average balance outstanding |
|
$ |
9,320 |
|
|
$ |
8,471 |
|
Maximum amount outstanding at any month-end
during the period |
|
$ |
13,665 |
|
|
$ |
9,541 |
|
Balance outstanding at end of period |
|
$ |
13,417 |
|
|
$ |
8,224 |
|
Average interest rate during the period |
|
|
3.49 |
% |
|
|
3.10 |
% |
Weighted average interest rate at end of period |
|
|
4.34 |
% |
|
|
3.24 |
% |
At June 30, 2006, $5.9 million of our borrowings were short-term (maturities of one year or
less). Such short-term borrowings had a weighted average interest rate of 4.32% at June 30, 2006.
13
REGULATION
Set forth below is a brief description of certain laws relating to the regulation of Home
Federal Bancorp, Home Federal Mutual Holding Company and Home Federal Savings and Loan. This
description does not purport to be complete and is qualified in its entirety by reference to
applicable laws and regulations.
General
Home Federal Savings and Loan, as a federally chartered savings and loan association, is
subject to federal regulation and oversight by the Office of Thrift Supervision extending to all
aspects of its operations. Home Federal Savings and Loan also is subject to regulation and
examination by the Federal Deposit Insurance Corporation, which insures our deposits to the maximum
extent permitted by law, and requirements established by the Federal Reserve Board. Federally
chartered savings institutions are required to file periodic reports with the Office of Thrift
Supervision and are subject to periodic examinations by the Office of Thrift Supervision and the
Federal Deposit Insurance Corporation. The investment and lending authority of savings
institutions are prescribed by federal laws and regulations, and such institutions are prohibited
from engaging in any activities not permitted by such laws and regulations. Such regulation and
supervision primarily is intended for the protection of depositors and not for the purpose of
protecting shareholders.
Federal law provides the federal banking regulators, including the Office of Thrift
Supervision and Federal Deposit Insurance Corporation, with substantial enforcement powers. The
Office of Thrift Supervisions enforcement authority over all savings institutions and their
holding companies includes, among other things, the ability to assess civil money penalties, to
issue cease and desist or removal orders and to initiate injunctive actions. In general, these
enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound
practices. Other actions or inactions may provide the basis for enforcement action, including
misleading or untimely reports filed with the Office of Thrift Supervision. Any change in such
regulations, whether by the Federal Deposit Insurance Corporation, Office of Thrift Supervision or
Congress, could have a material adverse impact on Home Federal Mutual Holding Company, Home Federal
Bancorp and Home Federal Savings and Loan and our operations.
Regulation of Home Federal Bancorp, Inc. and Home Federal Mutual Holding Company
Holding Company Acquisitions. Home Federal Bancorp and Home Federal Mutual Holding Company
are savings and loan holding companies under the Home Owners Loan Act, and are registered with the
Office of Thrift Supervision. Federal law generally prohibits a savings and loan holding company,
without prior Office of Thrift Supervision approval, from acquiring the ownership or control of any
other savings institution or savings and loan holding company, or all, or substantially all, of the
assets or more than 5% of the voting shares of the savings institution or savings and loan holding
company. These provisions also prohibit, among other things, any director or officer of a savings
and loan holding company, or any individual who owns or controls more than 25% of the voting shares
of such holding company, from acquiring control of any savings institution not a subsidiary of such
savings and loan holding company, unless the acquisition is approved by the Office of Thrift
Supervision.
The Office of Thrift Supervision may not approve any acquisition that would result in a
multiple savings and loan holding company controlling savings institutions in more than one state,
subject to two exceptions: (1) the approval of interstate supervisory acquisitions by savings and
loan holding companies; and (2) the acquisition of a savings institution in another state if the
laws of the state of the target savings institution specifically permit such acquisitions. The
states vary in the extent to which they permit interstate savings and loan holding company
acquisitions.
Holding Company Activities. Home Federal Bancorp and Home Federal Mutual Holding Company
operate as unitary savings and loan holding companies. Although savings and loan holding companies
are not subject to specific capital requirements or specific restrictions on the payment of
dividends or other capital distributions, federal regulations do prescribe such restrictions on
subsidiary savings institutions, as described below. Home Federal Savings and Loan must notify the
Office of Thrift Supervision 30 days before declaring any dividend. In addition, the financial
impact of a holding company on its subsidiary institution is a matter that is
evaluated by the Office of Thrift Supervision and the agency has authority to order cessation
of activities or divestiture of subsidiaries deemed to pose a threat to the safety and soundness of
the institution.
14
Waivers of Dividends by Home Federal Mutual Holding Company. It is the policy of a number of
mutual holding companies to waive the receipt of dividends declared by their subsidiary companies.
Office of Thrift Supervision regulations require Home Federal Mutual Holding Company to notify the
Office of Thrift Supervision of any proposed waiver of its receipt of any dividends. The Office of
Thrift Supervision reviews dividend waiver notices on a case-by-case basis, and, in general, does
not object to any such waiver if the waiver of cash dividends would not be detrimental to the safe
and sound operation of the subsidiary institution. Home Federal Mutual Holding Company waived all
its dividends paid by Home Federal Bancorp during the fiscal year ended June 30, 2006. Under
Office of Thrift Supervision regulations, public stockholders are not diluted because of any
dividends waived by Home Federal Mutual Holding Company would not be considered in determining an
appropriate exchange ratio in the event Home Federal Mutual Holding Company converts to stock form.
Federal Securities Laws. Home Federal Bancorp registered its common stock with the Securities
and Exchange Commission under Section 12(g) of the Securities Exchange Act of 1934. The Company is
subject to the proxy and tender offer rules, insider trading reporting requirements and
restrictions, and certain other requirements under the Securities Exchange Act of 1934. Pursuant
to Office of Thrift Supervision regulations and our plan of stock issuance, we have agreed to
maintain such registration for a minimum of three years following the reorganization in January
2005.
The Sarbanes-Oxley Act. As a public company, Home Federal Bancorp is subject to the
Sarbanes-Oxley Act of 2002, which implements a broad range of corporate governance and accounting
measures for public companies designed to promote honesty and transparency in corporate America and
better protect investors from corporate wrongdoing. The Sarbanes-Oxley Acts principal legislation
and the derivative regulation and rule-making promulgated by the Securities and Exchange Commission
includes:
|
|
|
the creation of an independent accounting oversight board; |
|
|
|
|
auditor independence provisions that restrict non-audit services that accountants
may provide to their audit clients; |
|
|
|
|
additional corporate governance and responsibility measures, including the
requirement that the chief executive officer and chief financial officer certify
financial statements; |
|
|
|
|
a requirement that companies establish and maintain a system of internal control
over financial reporting and that a companys management provide an annual report
regarding its assessment of the effectiveness of such internal control over financial
reporting to the companys independent accountants and that such accountants provide an
attestation report with respect to managements assessment of the effectiveness of the
companys internal control over financial reporting; |
|
|
|
|
the forfeiture of bonuses or other incentive-based compensation and profits from the
sale of an issuers securities by directors and senior officers in the twelve month
period following initial publication of any financial statements that later require
restatement; |
|
|
|
|
an increase in the oversight of, and enhancement of certain requirements relating to
audit committees of public companies and how they interact with the companys
independent auditors; |
|
|
|
|
the requirement that audit committee members must be independent and are absolutely
barred from accepting consulting, advisory or other compensatory fees from the issuer; |
|
|
|
|
the requirement that companies disclose whether at least one member of the committee
is a financial expert (as such term is defined by the Securities and Exchange
Commission) and if not, why not; |
15
|
|
|
expanded disclosure requirements for corporate insiders, including accelerated
reporting of stock transactions by insiders and a prohibition on insider trading during
pension blackout periods; |
|
|
|
|
a prohibition on personal loans to directors and officers, except certain loans made
by insured financial institutions; |
|
|
|
|
disclosure of a code of ethics and the requirement of filing of a Form 8-K for a
change or waiver of such code; |
|
|
|
|
mandatory disclosure by analysts of potential conflicts of interest; and |
|
|
|
|
a range of enhanced penalties for fraud and other violations. |
Although Home Federal Bancorp anticipates that it will incur additional expense in complying
with the provisions of the Sarbanes-Oxley Act and the resulting regulations, management does not
expect that such compliance will have a material impact on its results of operations or financial
condition.
Home Federal Savings and Loan Association
General. As the primary federal regulator of Home Federal Savings and Loan, the Office of
Thrift Supervision has extensive authority over the operations of federally-chartered savings
institutions. As part of this authority, Home Federal Savings and Loan is required to file
periodic reports with the Office of Thrift Supervision and is subject to periodic examinations by
the Office of Thrift Supervision and the Federal Deposit Insurance Corporation. The investment and
lending authority of savings institutions are prescribed by federal laws and regulations, and such
institutions are prohibited from engaging in any activities not permitted by such laws and
regulations. Such regulation and supervision is primarily intended for the protection of
depositors and the Deposit Insurance Fund, formerly the Savings Association Insurance Fund,
administered by the Federal Deposit Insurance Corporation.
The Office of Thrift Supervisions enforcement authority over all savings institutions and
their holding companies includes, among other things, the ability to assess civil money penalties,
to issue cease and desist or removal orders and to initiate injunctive actions. In general, these
enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound
practices. Other actions or inactions may provide the basis for enforcement action, including
misleading or untimely reports filed with the Office of Thrift Supervision.
Insurance of Accounts. The deposits of Home Federal Savings and Loan are insured to the
maximum extent permitted by the Deposit Insurance Fund and are backed by the full faith and credit
of the U.S. Government. As insurer, the Federal Deposit Insurance Corporation is authorized to
conduct examinations of, and to require reporting by, insured institutions. It also may prohibit
any insured institution from engaging in any activity determined by regulation or order to pose a
serious threat to the Federal Deposit Insurance Corporation. The Federal Deposit Insurance
Corporation also has the authority to initiate enforcement actions against savings institutions,
after giving the Office of Thrift Supervision an opportunity to take such action.
Each FDIC insured institution is assigned to one of three capital groups which are based
solely on the level of an institutions capital well capitalized, adequately
capitalized, and undercapitalized. These capital levels are defined in the same manner as under
the prompt corrective action system discussed below. These three groups are then divided into
three subgroups which reflect varying levels of supervisory concern, from those which are
considered to be healthy to those which are considered to be of substantial supervisory concern.
Assessment rates for insured institutions are determined semi-annually by the Federal Deposit
Insurance Corporation and currently range from zero basis points for well-capitalized healthy
institutions, such as Home Federal Saving and Loan, to 27 basis points for undercapitalized
institutions with substantial supervisory concern.
In addition, all institutions with deposits insured by the Federal Deposit Insurance
Corporation are required to pay assessments to fund interest payments on bonds issued by the
Financing Corporation, a mixed-ownership government corporation established to recapitalize the
predecessor to the Savings Association Insurance Fund. The annual assessment rate set for the
second quarter of 2006 was 0.0128% of insured deposits and is adjusted quarterly. These
assessments will continue until the Financing Corporation bonds mature in 2019.
16
The Federal Deposit Insurance Corporation may terminate the deposit insurance of any insured
depository institution, including Home Federal Savings and Loan, if it determines after a hearing
that the institution has engaged or is engaging in unsafe or unsound practices, is in an unsafe or
unsound condition to continue operations, or has violated any applicable law, regulation, order or
any condition imposed by an agreement with the Federal Deposit Insurance Corporation. It also may
suspend deposit insurance temporarily during the hearing process for the permanent termination of
insurance, if the institution has no tangible capital. If insurance of accounts is terminated, the
accounts at the institution at the time of the termination, less subsequent withdrawals, shall
continue to be insured for a period of six months to two years, as determined by the Federal
Deposit Insurance Corporation. Management is aware of no existing circumstances which would result
in termination of Home Federal Savings and Loans deposit insurance.
On February 8, 2006, President George W. Bush signed into law legislation that merged the Bank
Insurance Fund and the Savings Association Insurance Fund to form the Deposit Insurance Fund,
eliminated any disparities in bank and thrift risk-based premium assessments, reduced the
administrative burden of maintaining and operating two separate funds and established certain new
insurance coverage limits and a mechanism for possible periodic increases. The legislation also
gave the FDIC greater discretion to identify the relative risks all institutions present to the
Deposit Insurance Fund and set risk-based premiums.
Major provisions in the legislation include:
|
|
|
Merging the Savings Association Insurance Fund and Bank Insurance Fund, which became
effective March 31, 2006. |
|
|
|
|
Maintaining basic deposit and municipal account insurance coverage at $100,000 but
providing for a new basic insurance coverage for retirement accounts of $250,000.
Insurance coverage for basic deposit and retirement accounts could be increased for
inflation every five years in $10,000 increments beginning in 2011. |
|
|
|
|
Providing the FDIC with the ability to set the designated reserve ratio within a
range of between 1.15% and 1.50%, rather than maintaining 1.25% at all times regardless
of prevailing economic conditions. |
|
|
|
|
Providing a one-time assessment credit of $4.7 billion to banks and savings
associations in existence on December 31, 1996. The institutions qualifying for the
credit may use it to offset future premiums with certain limitations. |
|
|
|
|
Requiring the payment of dividends of 100% of the amount that the insurance fund
exceeds 1.5% of the estimated insured deposits and the payment of 50% of the amount
that the insurance fund exceeds 1.35% of the estimated insured deposits (when the
reserve is greater than 1.35% but no more than 1.5%). |
Regulatory Capital Requirements. Federally insured savings institutions are required to
maintain minimum levels of regulatory capital. The Office of Thrift Supervision has established
capital standards consisting of a tangible capital requirement, a leverage capital requirement
and a risk-based capital requirement. The Office of Thrift Supervision also is authorized to
impose capital requirements in excess of these standards on individual institutions on a
case-by-case basis.
Current Office of Thrift Supervision capital standards require savings institutions to satisfy
the following capital requirements:
|
|
|
tangible capital requirement tangible capital equal to at least 1.5% of adjusted total assets; |
|
|
|
|
leverage capital requirement core capital equal to at least 3.0% of adjusted total assets; and |
|
|
|
|
risk-based capital requirement total capital (a combination of core and
supplementary capital) equal to at least 8.0% of risk-weighted assets. |
17
Core capital generally consists of common stockholders equity (including retained earnings).
Tangible capital generally equals core capital minus intangible assets, with only a limited
exception for purchased mortgage servicing rights. Home Federal Savings and Loan had no intangible
assets at June 30, 2006. Both core and tangible
capital are further reduced by an amount equal to a savings institutions debt and equity
investments in subsidiaries engaged in activities not permissible to national banks (other than
subsidiaries engaged in activities undertaken as agent for customers or in mortgage banking
activities and subsidiary depository institutions or their holding companies). These adjustments
do not affect Home Federal Savings and Loans regulatory capital.
In determining compliance with the risk-based capital requirement, a savings institution is
allowed to include both core capital and supplementary capital in its total capital, provided that
the amount of supplementary capital included does not exceed the savings institutions core
capital. Supplementary capital generally consists of general allowances for loan losses up to a
maximum of 1.25% of risk-weighted assets, together with certain other items. In determining the
required amount of risk-based capital, total assets, including certain off-balance sheet items, are
multiplied by a risk weight based on the risks inherent in the type of assets. The risk weights
range from 0% for cash and securities issued by the U.S. Government or unconditionally backed by
the full faith and credit of the U.S. Government to 100% for loans (other than qualifying
residential loans weighted at 80%) and repossessed assets.
Savings institutions must value securities available for sale at amortized cost for regulatory
capital purposes. This means that in computing regulatory capital, savings institutions should add
back any unrealized losses and deduct any unrealized gains, net of income taxes, on debt securities
reported as a separate component of GAAP capital.
At June 30, 2006, Home Federal Savings and Loan exceeded all of its regulatory capital
requirements, with tangible, core and risk-based capital ratios of 23.48%, 23.48% and 87.78%,
respectively.
Any savings institution that fails any of the capital requirements is subject to possible
enforcement actions by the Office of Thrift Supervision or the Federal Deposit Insurance
Corporation. Such actions could include a capital directive, a cease and desist order, civil money
penalties, the establishment of restrictions on the institutions operations, termination of
federal deposit insurance and the appointment of a conservator or receiver. The Office of Thrift
Supervisions capital regulation provides that such actions, through enforcement proceedings or
otherwise, could require one or more of a variety of corrective actions.
Prompt Corrective Action. The following table shows the amount of capital associated with the
different capital categories set forth in the prompt corrective action regulations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
Tier 1 |
|
Tier 1 |
Capital Category |
|
Risk-Based Capital |
|
Risk-Based Capital |
|
Leverage Capital |
Well capitalized |
|
10% or more |
|
6% or more |
|
5% or more |
Adequately capitalized |
|
8% or more |
|
4% or more |
|
4% or more |
Undercapitalized |
|
Less than 8% |
|
Less than 4% |
|
Less than 4% |
Significantly undercapitalized |
|
Less than 6% |
|
Less than 3% |
|
Less than 3% |
In addition, an institution is critically undercapitalized if it has a ratio of tangible
equity to total assets that is equal to or less than 2.0%. Under specified circumstances, a
federal banking agency may reclassify a well capitalized institution as adequately capitalized and
may require an adequately capitalized institution or an undercapitalized institution to comply with
supervisory actions as if it were in the next lower category (except that the Federal Deposit
Insurance Corporation may not reclassify a significantly undercapitalized institution as critically
undercapitalized).
An institution generally must file a written capital restoration plan which meets specified
requirements within 45 days of the date that the institution receives notice or is deemed to have
notice that it is undercapitalized, significantly undercapitalized or critically undercapitalized.
A federal banking agency must provide the institution with written notice of approval or
disapproval within 60 days after receiving a capital restoration plan, subject to extensions by the
agency. An institution which is required to submit a capital restoration plan must concurrently
submit a performance guaranty by each company that controls the institution. In addition,
undercapitalized institutions are subject to various regulatory restrictions, and the appropriate
federal banking agency also may take any number of discretionary supervisory actions.
At June 30, 2006, Home Federal Savings and Loan was deemed a well capitalized institution for
purposes of the above regulations and as such is not subject to the above mentioned restrictions.
18
The table below sets forth Home Federal Savings and Loans capital position relative to its
regulatory capital requirements at June 30, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To Be Well |
|
|
|
|
|
|
|
|
|
|
|
|
Required for |
|
Capitalized Under |
|
Excess Over |
|
|
|
|
|
|
|
|
|
|
Capital Adequacy |
|
Prompt Corrective |
|
Well-Capitalized |
|
|
Actual |
|
Purposes |
|
Action Provisions |
|
Provisions |
|
|
Amount |
|
Ratio |
|
Amount |
|
Ratio |
|
Amount |
|
Ratio |
|
Amount |
|
Ratio |
|
|
(Dollars in Thousands) |
Total risk-based capital |
|
$ |
27,264 |
|
|
|
87.78 |
% |
|
$ |
2,486 |
|
|
|
8.00 |
% |
|
$ |
3,107 |
|
|
|
10.00 |
% |
|
$ |
24,157 |
|
|
|
88.60 |
% |
Tier 1 risk-based capital |
|
|
27,029 |
|
|
|
87.00 |
|
|
|
1,726 |
|
|
|
1.50 |
|
|
|
1,864 |
|
|
|
6.00 |
|
|
|
25,165 |
|
|
|
93.10 |
|
Tier 1 leverage Capital |
|
|
27,029 |
|
|
|
23.48 |
|
|
|
3,453 |
|
|
|
3.00 |
|
|
|
5,755 |
|
|
|
5.00 |
|
|
|
21,274 |
|
|
|
78.71 |
|
Capital Distributions. Office of Thrift Supervision regulations govern capital
distributions by savings institutions, which include cash dividends, stock repurchases and other
transactions charged to the capital account of a savings institution to make capital distributions.
A savings institution must file an application for Office of Thrift Supervision approval of the
capital distribution if either (1) the total capital distributions for the applicable calendar year
exceed the sum of the institutions net income for that year to date plus the institutions
retained net income for the preceding two years, (2) the institution would not be at least
adequately capitalized following the distribution, (3) the distribution would violate any
applicable statute, regulation, agreement or Office of Thrift Supervision-imposed condition, or (4)
the institution is not eligible for expedited treatment of its filings. If an application is not
required to be filed, savings institutions which are a subsidiary of a savings and loan holding
company (as well as certain other institutions) must still file a notice with the Office of Thrift
Supervision at least 30 days before the board of directors declares a dividend or approves a
capital distribution.
Qualified Thrift Lender Test. All savings institutions are required to meet a qualified
thrift lender, or QTL, test to avoid certain restrictions on their operations. A savings
institution can comply with the QTL test by either qualifying as a domestic building and loan
association as defined in the Internal Revenue Code or meeting the Office of Thrift Supervision QTL
test.
Currently, the Office of Thrift Supervision QTL test requires that 65% of an institutions
portfolio assets (as defined) consist of certain housing and consumer-related assets on a monthly
average basis in nine out of every 12 months. To be a qualified thrift lender under the IRS test,
the savings institution must meet a business operations test and a 60 percent assets test, each
defined in the Internal Revenue Code.
If the savings institution fails to maintain its QTL status, the holding companys activities
are restricted. In addition, it must discontinue any non-permissible business, although the Office
of Thrift Supervision may grant a grace period up to two years for good cause. Nonetheless, any
company that controls a savings institution that is not a qualified thrift lender must register as
a bank holding company within one year of the savings institutions failure to meet the QTL test.
Statutory penalty provisions require an institution that fails to remain a QTL to either
become a national bank or be prohibited from the following:
|
|
|
Making any new investments or engaging in any new activity not allowed for both a
national bank and a savings association; |
|
|
|
|
Establishing any new branch office unless allowable for a national bank; and |
|
|
|
|
Paying dividends unless allowable for a national bank. |
Three years from the date a savings association should have become or ceases to be a QTL, by
failing to meet either QTL test, the institution must comply with the following restriction:
|
|
|
Dispose of any investment or not engage in any activity unless the investment or
activity is allowed for both a national bank and a savings association. |
At June 30, 2006, the qualified thrift investments of Home Federal Savings and Loan were
approximately 95.01% of its portfolio assets.
19
Affiliate Transaction Restrictions. Federal laws strictly limit the ability of savings
institutions to engage in transactions with their affiliates, including their savings and loan
holding companies. Except for certain exceptions set forth in the Office of Thrift Supervision
regulations, a savings association must comply with sections 23A and 23B of the Federal Reserve Act
and Regulation W which implements those statutory provisions. Those statutory and regulatory
provisions apply to transactions between a subsidiary institution and its parent company or the
non-savings institution subsidiaries of the savings and loan holding company and are limited to 10%
of a savings institutions capital and surplus and, with respect to such parent company and all
such non-savings institution subsidiaries, to an aggregate of 20% of the savings institutions
capital and surplus. Further, loans and extensions of credit generally are required to be secured
by eligible collateral in specified amounts. Federal law also requires that all transactions
between a savings institution and its affiliates be on terms as favorable to the savings
institution as transactions with non-affiliates. Home Federal Savings and Loan believes that all
transactions between it and its affiliates at June 30, 2006 were on terms as favorable to it as its
transactions with non-affiliates.
Privacy Requirements of the Gramm-Leach-Bliley Act. The Gramm-Leach-Bliley Act of 1999
provided for sweeping financial modernization for commercial banks, savings banks, securities
firms, insurance companies, and other financial institutions operating in the United States. Among
other provisions, the Gramm-Leach-Bliley Act places limitations on the sharing of consumer
financial information with unaffiliated third parties. Specifically, the Gramm-Leach-Bliley Act
requires all financial institutions offering financial products or services to retail customers to
provide such customers with the financial institutions privacy policy and provide such customers
the opportunity to opt out of the sharing of personal financial information with unaffiliated
third parties.
Anti-Money Laundering. On October 26, 2001, in response to the events of September 11, 2001,
the President of the United States signed into law the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (referred to
as the USA PATRIOT Act). The USA PATRIOT Act significantly expands the responsibilities of
financial institutions, including savings and loan associations, in preventing the use of the U.S.
financial system to fund terrorist activities. Title III of the USA PATRIOT Act provides for a
significant overhaul of the U.S. anti-money laundering regime. Among other provisions, it requires
financial institutions operating in the United States to develop new anti-money laundering
compliance programs, due diligence policies and controls to ensure the detection and reporting of
money laundering. Such compliance programs are intended to supplement existing compliance
requirements, also applicable to financial institutions, under the Bank Secrecy Act and the Office
of Foreign Assets Control Regulations. We have established policies and procedures to ensure
compliance with the USA PATRIOT Acts provisions, and the impact of the USA PATRIOT Act on our
operations has not been material.
Federal Home Loan Bank System. Home Federal Savings and Loan is a member of the Federal Home
Loan Bank of Dallas, which is one of 12 regional Federal Home Loan Banks that administers the home
financing credit function of savings institutions. Each Federal Home Loan Bank serves as a reserve
or central bank for its members within its assigned region. It is funded primarily from proceeds
derived from the sale of consolidated obligations of the Federal Home Loan Bank System. It makes
loans to members (i.e., advances) in accordance with policies and procedures established by the
Board of Directors of the Federal Home Loan Bank. At June 30, 2006, Home Federal Savings and Loan
had $13.4 million of Federal Home Loan Bank advances.
As a member, Home Federal Savings and Loan is required to purchase and maintain stock in the
Federal Home Loan Bank of Dallas in an amount equal to at least 1% of its aggregate unpaid
residential mortgage loans or similar obligations at the beginning of each year. At June 30, 2006,
Home Federal Savings and Loan had $649,200 in Federal Home Loan Bank stock, which was in compliance
with this requirement.
The Federal Home Loan Banks are required to provide funds for the resolution of troubled
savings institutions and to contribute to affordable housing programs through direct loans or
interest subsidies on advances targeted for community investment and low- and moderate-income
housing projects. These contributions have adversely affected the level of Federal Home Loan Bank
dividends paid in the past and could do so in the future. These contributions also could have an
adverse effect on the value of Federal Home Loan Bank stock in the future.
Federal Reserve System. The Federal Reserve Board requires all depository institutions to
maintain reserves against their transaction accounts (primarily NOW and Super NOW checking
accounts) and non-personal time deposits. Because required reserves must be maintained in the form
of vault cash or a noninterest-bearing
account at a Federal Reserve Bank, the effect of this reserve requirement is to reduce an
institutions earning assets. At June 30, 2006 Home Federal Savings and Loan had met its reserve
requirement.
20
TAXATION
Federal Taxation
General. Home Federal Bancorp, Home Federal Mutual Holding Company and Home Federal Savings
and Loan are subject to federal income taxation in the same general manner as other corporations
with some exceptions listed below. The following discussion of federal, state and local income
taxation is only intended to summarize certain pertinent income tax matters and is not a
comprehensive description of the applicable tax rules. Home Federal Savings and Loans federal and
state income tax returns for taxable years through December 31, 2002 have been closed for purposes
of examination by the Internal Revenue Service or the Louisiana Department of Revenue. As a
result, all tax returns through that date may no longer be audited by either tax authority.
Method of Accounting. For federal income tax purposes, Home Federal Savings and Loan reports
income and expenses on the accrual method of accounting and used a December 31 tax year in 2004 for
filing its federal income tax return and transitioned to a June 30 tax year in 2005.
Bad Debt Reserves. The Small Business Job Protection Act of 1996 eliminated the use of the
reserve method of accounting for bad debt reserves by savings associations, effective for taxable
years beginning after 1995. Prior to that time, Home Federal Savings and Loan was permitted to
establish a reserve for bad debts and to make additions to the reserve. These additions could,
within specified formula limits, be deducted in arriving at taxable income. As a result of the
Small Business Job Protection Act of 1996, savings associations must use the experience method in
computing their bad debt deduction beginning with their 1996 federal tax return. In addition,
federal legislation required the recapture over a six year period of the excess of tax bad debt
reserves at December 31, 1995 over those established as of December 31, 1987.
Taxable Distributions and Recapture. Prior to the Small Business Job Protection Act of 1996,
bad debt reserves created prior to January 1, 1988 were subject to recapture into taxable income if
Home Federal Savings and Loan failed to meet certain thrift asset and definitional tests. New
federal legislation eliminated these savings association related recapture rules. However, under
current law, pre-1988 reserves remain subject to recapture should Home Federal Savings and Loan
make certain non-dividend distributions or cease to maintain a bank charter.
At June 30, 2006, the total federal pre-1988 reserve was approximately $3.3 million. The
reserve reflects the cumulative effects of federal tax deductions by Home Federal Savings and Loan
for which no federal income tax provisions have been made.
Alternative Minimum Tax. The Internal Revenue Code imposes an alternative minimum tax at a
rate of 20% on a base of regular taxable income plus certain tax preferences. The alternative
minimum tax is payable to the extent such alternative minimum tax income is in excess of the
regular income tax. Net operating losses, of which Home Federal Savings and Loan has none, can
offset no more than 90% of alternative minimum taxable income. Certain payments of alternative
minimum tax may be used as credits against regular tax liabilities in future years. Home Federal
Savings and Loan has not been subject to the alternative minimum tax or any such amounts available
as credits for carryover.
Net Operating Loss Carryovers. For net operating losses in tax years beginning before August
6, 1997, Home Federal Savings and Loan may carry back net operating losses to the three years
preceding the loss year and then forward to fifteen years following the loss years. For net
operating losses in years beginning after August 5, 1997, net operating losses can be carried back
to the two years preceding the loss year and forward to the 20 years following the loss year. At
June 30, 2006, Home Federal Savings and Loan had no net operating loss carry forwards for federal
income tax purposes.
Corporate Dividends-Received Deduction. Home Federal Bancorp may exclude from its income 100%
of dividends received from Home Federal Savings and Loan as a member of the same affiliated group
of corporations. The corporate dividends received deduction is 80% in the case of dividends
received from corporations which a corporate recipient owns less than 80%, but at least 20% of the
distribution corporation. Corporations which own less than 20% of the stock of a corporation
distributing a dividend may deduct only 70% of dividends received.
21
State Taxation
Home Federal Bancorp is subject to the Louisiana Corporation Income Tax based on our Louisiana
taxable income. The Corporation Income Tax applies at graduated rates from 4% upon the first
$25,000 of Louisiana taxable income to 8% on all Louisiana taxable income in excess of $200,000.
For these purposes, Louisiana taxable income means net income which is earned by us within or
derived from sources within the State of Louisiana, after adjustments permitted under Louisiana
law, including a federal income tax deduction. In addition, Home Federal Savings and Loan will be
subject to the Louisiana Shares Tax which is imposed on the assessed value of a companys stock.
The formula for deriving the assessed value is to calculate 15% of the sum of:
(a) 20% of our capitalized earnings, plus
(b) 80% of our taxable stockholders equity, minus
(c) 50% of our real and personal property assessment
Various items may also be subtracted in calculating a companys capitalized earnings.
Item 2. Description of Property
Properties
At June 30, 2006, Home Federal Savings and Loan conducted its business from its headquarters
office located in Shreveport, Louisiana and two full service branch offices.
The following table sets forth certain information relating to Home Federal Savings and Loans
offices and parcel of land for a future branch office at June 30, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Book |
|
|
|
|
|
|
|
|
Value |
|
Amount of |
Description/Address |
|
Leased/Owned |
|
of Property |
|
Deposits |
|
|
|
|
|
|
(In Thousands) |
Building
624 Market Street
Shreveport, LA
|
|
Owned |
|
$ |
158 |
|
|
$ |
29,917 |
|
Building/ATM
6363 Youree Dr.
Shreveport, LA |
|
Owned (1) |
|
|
14 |
|
|
|
29,858 |
|
Building/ATM
8990 Mansfield Rd.
Shreveport, LA |
|
Owned |
|
|
181 |
|
|
|
14,082 |
|
Lot 2
River Crest, Unit #1
Bossier Parish, LA |
|
Owned |
|
|
436 |
|
|
|
n/a |
|
|
|
|
(1) |
|
The building is owned by Home Federal Savings and Loan but the land is subject to an
operating lease which expires November 30, 2008. |
Item 3. Legal Proceedings
Home Federal Bancorp and Home Federal Savings and Loan are not involved in any pending legal
proceedings other than nonmaterial legal proceedings occurring in the ordinary course of business.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
22
PART II
Item 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer
Purchases of Equity Securities
|
(a) |
|
The information required herein, to the extent applicable, is incorporated by reference
from page 41 of Home Federals 2006 Annual Report to Shareholders filed as Exhibit 13
hereto (2006 Annual Report). |
|
|
|
|
The information for all equity based and individual compensation arrangements is
incorporated by reference from Item 11 hereof. |
|
|
(b) |
|
Not applicable. |
|
|
(c) |
|
The following table represents the repurchasing activity of the stock repurchase
program during the fourth quarter of fiscal 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number |
|
|
Maximum |
|
|
|
|
|
|
|
|
|
|
|
of Shares |
|
|
Number of |
|
|
|
|
|
|
|
|
|
|
|
Purchased as |
|
|
Shares that |
|
|
|
|
|
|
|
|
|
|
|
Part of |
|
|
May Yet Be |
|
|
|
Total |
|
|
Average |
|
|
Publicly |
|
|
Purchased |
|
|
|
Number of |
|
|
Price |
|
|
Announced |
|
|
Under the |
|
|
|
shares |
|
|
Paid per |
|
|
Plans or |
|
|
Plans or |
|
Period |
|
Purchased |
|
|
Share |
|
|
Programs |
|
|
Programs |
|
Month #1 April 1, 2006 April 30, 2006 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
141,658 |
|
Month #2 May 1, 2006 May 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
141,658 |
|
Month #3 June 1, 2006 June 30, 2006 |
|
|
20,000 |
|
|
|
10.175 |
|
|
|
20,000 |
|
|
|
121,658 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
20,000 |
|
|
$ |
10.175 |
|
|
|
20,000 |
|
|
|
121,658 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to this table:
(a) |
|
On January 11, 2006, the Company issued a press release announcing that the Board of
Directors authorized a stock repurchase program (the program). |
(b) |
|
The Company was authorized to repurchase 10% or 142,358 of the outstanding shares other than
shares held by Home Federal Mutual Holding Company. |
(c) The program has an expiration date of January 11, 2007.
Item 6. Managements Discussion and Analysis or Plan of Operation
The
information required herein is incorporated by reference from pages 3 to 9 of the 2006
Annual Report.
Item 7. Financial Statements
The
information required herein is incorporated by reference from pages 10 to 40 of the 2006
Annual Report.
23
Item 8. Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure
Not applicable
Item 8A. Controls and Procedures
The Companys Chief Executive Officer and Chief Financial Officer evaluated the disclosure
controls and procedures (as defined under Rule 13a-15(c) and 15d-15(e) of the Securities and
Exchange Act of 1934, as amended) as of the end of the period covered by this annual report. Based
upon the evaluation and the corrective actions discussed above, the Chief Executive officer and
Chief Financial Officer have concluded that the Companys disclosure controls and procedures are
effective.
Item 8B. Other Information
Not applicable
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section
16(a) of the Exchange Act
The information required herein is incorporated by reference from the sections captioned
Information with Respect to Nominees for Director, Continuing Directors and Executive Officers
and Beneficial Ownership of Common Stock by Certain Beneficial Owners and Management -Section
16(a) Beneficial Ownership Reporting Compliance in the Registrants Proxy Statement to be filed
with the Securities and Exchange Commission within 120 days of June 30, 2006 (Proxy Statement).
Code of Ethics. Home Federal Bancorp has adopted a Code of Ethics that applies to its
principal executive officer and principal financial officer, as well as directors, other officers
and employees of Home Federal Bancorp and Home Federal Savings and Loan. A copy of the Code of
Ethics may be obtained without charge upon request made to Clyde D. Patterson, Home Federal
Bancorp, Inc., 624 Market Street, Shreveport, Louisiana 71101.
Item 10. Executive Compensation
The information required herein is incorporated by reference from the section captioned
Management Compensation in the Proxy Statement.
Item 11. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Security Ownership of Certain Beneficial Owners and Management. The information required
herein is incorporated by reference from the section captioned Beneficial Ownership of Common
Stock by Certain Beneficial Owners and Management in the Proxy Statement.
Equity Compensation Plan Information. The following table provides information as of June 30,
2006 with respect to shares of common stock that may be issued under our existing equity
compensation plans, which consist of the 2005 Stock Option Plan and 2005 Recognition and Retention
Plan, both of which were approved by our shareholders.
24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted- |
|
|
Number of securities |
|
|
|
Number of securities to be |
|
|
average exercise |
|
|
remaining available for |
|
|
|
issued upon exercise of |
|
|
price of |
|
|
future issuance under |
|
|
|
outstanding options, |
|
|
outstanding |
|
|
equity compensation plans |
|
|
|
warrants |
|
|
options, warrants |
|
|
(excluding securities |
|
|
|
and rights |
|
|
and rights |
|
|
reflected in column (a)) |
|
Plan Category |
|
(a) |
|
|
(b) |
|
|
(c) |
|
Equity compensation plans
approved by security
holders |
|
|
244,145 |
(1) |
|
$ |
9.85 |
(1) |
|
|
|
|
Equity compensation plans
not approved by security
holders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
244,145 |
|
|
$ |
9.85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes 69,756 shares subject to restricted stock grants which were not vested as of June
30, 2006. The weighted-average exercise price excludes such restricted stock grants. |
Item 12. Certain Relationships and Related Transactions
The information required herein is incorporated by reference from the section captioned
Indebtedness of Management and Related Party Transactions in the Proxy Statement.
Item 13. Exhibits
(a) The following documents are filed as part of this report and are incorporated herein by
reference from the Registrants 2006 Annual Report:
Report of Independent Registered Public Accounting Firm.
Consolidated Balance Sheets as of June 30, 2006 and June 30, 2005.
Consolidated Statements of Income for the Years Ended June 30, 2006 and 2005.
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended June 30,
2006 and 2005.
Consolidated Statements of Changes in Stockholders Equity for the Years Ended June
30, 2006 and 2005.
Consolidated Statements of Cash Flows for the Years Ended June 30, 2006 and 2005.
Notes to Consolidated Financial Statements.
25
The following exhibits are filed as part of the Form 10-KSB, and this list includes the
Exhibit Index:
|
|
|
|
|
|
|
No. |
|
Exhibits |
|
Location |
3.1
|
|
Federal Stock Charter of Home Federal Bancorp, Inc. of Louisiana
|
|
|
(1 |
) |
|
|
|
|
|
|
|
3.2
|
|
Bylaws of Home Federal Bancorp, Inc. of Louisiana
|
|
|
(1 |
) |
|
|
|
|
|
|
|
4.0
|
|
Stock Certificate of Home Federal Bancorp, Inc. of Louisiana
|
|
|
(1 |
) |
|
|
|
|
|
|
|
10.1
|
|
Home Federal Bancorp, Inc. of Louisiana 2005 Stock Option Plan
|
|
|
(2 |
) |
|
|
|
|
|
|
|
10.2
|
|
Home Federal Bancorp, Inc. of Louisiana 2005 Recognition and
Retention Plan and Trust Agreement
|
|
|
(2 |
) |
|
|
|
|
|
|
|
13.0
|
|
Annual Report to Stockholders
|
|
Filed Herewith
|
|
|
|
|
|
|
|
23.0
|
|
Consent of LaPorte, Sehrt, Romig & Hand
|
|
Filed Herewith
|
|
|
|
|
|
|
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer
|
|
Filed Herewith
|
|
|
|
|
|
|
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer
|
|
Filed Herewith
|
|
|
|
|
|
|
|
32.0
|
|
Section 1350 Certifications
|
|
Filed Herewith
|
|
|
|
(1) |
|
Incorporated herein by reference from Home Federal Bancorps Registration Statement on Form
SB-2, as amended, filed with the SEC on September 15, 2004 (File No. 333-119026). |
|
(2) |
|
Incorporated herein by reference from Home Federal Bancorps Definitive Schedule 14A filed
with the SEC on June 29, 2005 (File No. 000-51117). |
Item 14. Principal Accountant Fees and Services
The information required herein is incorporated by reference from the section captioned
Ratification of Appointment of Independent Registered Public Accounting Firm Audit Fees in the
proxy statement.
26
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
|
HOME FEDERAL BANCORP, INC. OF LOUISIANA |
|
|
|
|
|
Date: September 27, 2006 |
|
|
|
|
|
|
By: |
|
/s/ Daniel R. Herndon |
|
|
|
|
|
|
|
|
|
Daniel R. Herndon |
|
|
|
|
Chairman, President, and Chief Executive Officer |
In accordance with the Exchange Act, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
|
|
|
|
|
Name |
|
Title |
|
Date |
|
|
|
|
|
/s/ Daniel R. Herndon |
|
|
|
|
|
|
|
|
|
Daniel R. Herndon
|
|
Chairman of the Board,
President and Chief
Executive Officer
|
|
September 27, 2006 |
|
|
|
|
|
/s/ Walter T. Colquitt III |
|
|
|
|
|
|
|
|
|
Walter T. Colquitt III
|
|
Director
|
|
September 27, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David A. Herndon III
|
|
Director
|
|
September , 2006 |
|
|
|
|
|
/s/ Scott D. Lawrence |
|
|
|
|
|
|
|
|
|
Scott D. Lawrence
|
|
Director
|
|
September 27, 2006 |
|
|
|
|
|
/s/ Sidney D. York |
|
|
|
|
|
|
|
|
|
Sidney D. York
|
|
Director
|
|
September 27, 2006 |
|
|
|
|
|
/s/ Clyde D. Patterson |
|
|
|
|
|
|
|
|
|
Clyde D. Patterson
|
|
Director and Executive Vice
President (Principal
Financial and Accounting
Officer)
|
|
September 27, 2006 |
|
|
|
|
|
/s/ Henry M. Hearne |
|
|
|
|
|
|
|
|
|
Henry M. Hearne
|
|
Director
|
|
September 27, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Woodus K. Humphrey
|
|
Director
|
|
September , 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amos L. Wedgeworth Jr.
|
|
Director
|
|
September , 2006 |
27