Home Federal Bancorp, Inc. of Louisiana - Quarter Report: 2010 December (Form 10-Q)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: December 31, 2010
or
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-35019
HOME FEDERAL BANCORP, INC. OF LOUISIANA
(Exact name of registrant as specified in its charter)
Louisiana | 02-0815311 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
624 Market Street, Shreveport, Louisiana | 71101 | |
(Address of principal executive offices) | (Zip Code) |
(318) 222-1145
(Registrants telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2
of the Exchange Act. (Check One):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ | |||
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o Yes þ No
Shares of common stock, par value $.01 per share, outstanding as of February 14, 2011: The registrant had 3,045,913 shares of common stock
outstanding.
Table of Contents
HOME FEDERAL BANCORP, INC. OF LOUISIANA
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
December 31, | June 30, | |||||||
2010 | 2010 | |||||||
(In Thousands) | ||||||||
ASSETS |
||||||||
Cash and Cash Equivalents (Includes Interest-Bearing
Deposits with Other Banks of $4,645 and $4,698 for
December 31, 2010 and June 30, 2010, Respectively) |
$ | 36,406 | $ | 8,837 | ||||
Securities Available-for-Sale |
51,163 | 63,688 | ||||||
Securities Held-to-Maturity |
1,785 | 2,138 | ||||||
Loans Held-for-Sale |
5,451 | 13,403 | ||||||
Loans Receivable, Net |
111,196 | 93,056 | ||||||
Accrued Interest Receivable |
620 | 560 | ||||||
Premises and Equipment, Net |
3,934 | 3,049 | ||||||
Other Assets |
388 | 414 | ||||||
Total Assets |
$ | 210,943 | $ | 185,145 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
LIABILITIES |
||||||||
Deposits |
132,979 | 117,722 | ||||||
Advances from Borrowers for Taxes and Insurance |
126 | 205 | ||||||
Advances from Federal Home Loan Bank of Dallas |
25,981 | 31,507 | ||||||
Other Accrued Expenses and Liabilities |
946 | 1,425 | ||||||
Deferred Tax Liability |
327 | 921 | ||||||
Total Liabilities |
160,359 | 151,780 | ||||||
STOCKHOLDERS EQUITY |
||||||||
Preferred Stock No Par Value; 10,000,000 Shares
Authorized; None Issued and Outstanding |
| | ||||||
Common Stock 40,000,000 Shares of $.01 Par Value
Authorized; 3,045,913 Shares Issued; 3,045,913 Shares
and 3,050,244 Shares Outstanding at December 31, 2010 and
June 30, 2010, Respectively (1) |
32 | 14 | ||||||
Additional Paid-in Capital |
31,092 | 13,655 | ||||||
Treasury Stock, at Cost 0 Shares at December 31, 2010;
191,967 Shares at June 30, 2010 (1) |
| (2,094 | ) | |||||
Unearned ESOP Stock |
(1,965 | ) | (826 | ) | ||||
Unearned RRP Trust Stock |
(29 | ) | (145 | ) | ||||
Retained Earnings |
20,356 | 20,665 | ||||||
Accumulated Other Comprehensive Income |
1,098 | 2,096 | ||||||
Total Stockholders Equity |
50,584 | 33,365 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 210,943 | $ | 185,145 | ||||
(1) | Prior period per shares issued and outstanding figures were adjusted for comparability using
the conversion ratio of 0.9110 due to completion of second step offering on December 22, 2010. |
See accompanying notes to consolidated financial statements.
1
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HOME FEDERAL BANCORP, INC. OF LOUISIANA
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended | Six Months Ended | |||||||||||||||
December 31, | December 31, | |||||||||||||||
2010 | 2009 | 2010 | 2009 | |||||||||||||
(In Thousands, Except Per Share Data) | ||||||||||||||||
INTEREST INCOME |
||||||||||||||||
Loans, Including Fees |
$ | 1,894 | $ | 1,189 | $ | 3,692 | $ | 2,228 | ||||||||
Investment Securities |
12 | 17 | 24 | 36 | ||||||||||||
Mortgage-Backed Securities |
631 | 1,027 | 1,354 | 2,157 | ||||||||||||
Other Interest-Earning Assets |
7 | 2 | 11 | 4 | ||||||||||||
Total Interest Income |
2,544 | 2,235 | 5,081 | 4,425 | ||||||||||||
INTEREST EXPENSE |
||||||||||||||||
Deposits |
566 | 556 | 1,140 | 1,134 | ||||||||||||
Federal Home Loan Bank Borrowings |
238 | 312 | 495 | 643 | ||||||||||||
Total Interest Expense |
804 | 868 | 1,635 | 1,777 | ||||||||||||
Net Interest Income |
1,740 | 1,367 | 3,446 | 2,648 | ||||||||||||
PROVISION FOR LOAN LOSSES |
151 | | 223 | | ||||||||||||
Net Interest Income after |
||||||||||||||||
Provision for Loan Losses |
1,589 | 1,367 | 3,223 | 2,648 | ||||||||||||
NON-INTEREST INCOME |
||||||||||||||||
Gain on Sale of Loans |
451 | 85 | 1,030 | 129 | ||||||||||||
Gain on Sale of Investments |
82 | 186 | 311 | 186 | ||||||||||||
Other Income |
247 | 14 | 273 | 24 | ||||||||||||
Total Non-Interest Income |
780 | 285 | 1,614 | 339 | ||||||||||||
NON-INTEREST EXPENSE |
||||||||||||||||
Compensation and Benefits |
984 | 817 | 2,001 | 1,429 | ||||||||||||
Occupancy and Equipment |
120 | 87 | 244 | 180 | ||||||||||||
Data Processing |
52 | 22 | 88 | 46 | ||||||||||||
Audit and Professional Fees |
90 | 117 | 182 | 177 | ||||||||||||
Franchise and Bank Shares Tax |
55 | 37 | 55 | 75 | ||||||||||||
Other Expense |
309 | 195 | 530 | 321 | ||||||||||||
Total Non-Interest Expense |
1,610 | 1,275 | 3,100 | 2,228 | ||||||||||||
Income Before Income Taxes |
759 | 377 | 1,737 | 759 | ||||||||||||
PROVISION FOR INCOME TAX EXPENSE |
257 | 128 | 589 | 258 | ||||||||||||
Net Income |
$ | 502 | $ | 249 | $ | 1,148 | $ | 501 | ||||||||
EARNINGS PER COMMON SHARE(1): |
||||||||||||||||
Basic |
$ | 0.17 | $ | 0.08 | $ | 0.39 | $ | 0.17 | ||||||||
Diluted |
$ | 0.17 | $ | 0.08 | $ | 0.39 | $ | 0.17 | ||||||||
DIVIDENDS DECLARED |
$ | 0.06 | $ | 0.06 | $ | 0.12 | $ | 0.12 | ||||||||
(1) | Prior period earnings per share and weighted average shares outstanding figures were adjusted
for comparability using the conversion ratio of 0.9110 due to completion of second step
offering on December 22, 2010. |
See accompanying notes to consolidated financial statements.
2
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HOME FEDERAL BANCORP, INC. OF LOUISIANA
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
SIX MONTHS ENDED DECEMBER 31, 2010 AND 2009
(Unaudited)
SIX MONTHS ENDED DECEMBER 31, 2010 AND 2009
(Unaudited)
Unearned | Accumulated | |||||||||||||||||||||||||||||||
Additional | Unearned | RRP | Other | Total | ||||||||||||||||||||||||||||
Common | Paid-in | ESOP | Trust | Retained | Treasury | Comprehensive | Stockholders | |||||||||||||||||||||||||
Stock | Capital | Stock | Stock | Earnings | Stock | (Loss) Income | Equity | |||||||||||||||||||||||||
(In Thousands) | ||||||||||||||||||||||||||||||||
BALANCE June 30, 2009 |
$ | 14 | $ | 13,608 | $ | (883 | ) | $ | (269 | ) | $ | 20,288 | $ | (1,887 | ) | $ | 439 | $ | 31,310 | |||||||||||||
Net Income |
| | | | 501 | | | 501 | ||||||||||||||||||||||||
Other Comprehensive Income: |
||||||||||||||||||||||||||||||||
Changes in Unrealized Gain
on Securities Available-for-
Sale, Net of Tax Effects |
| | | | | | 713 | 713 | ||||||||||||||||||||||||
RRP Shares Earned |
| | | 124 | | | | 124 | ||||||||||||||||||||||||
Stock Options Vested |
| 28 | | | | | | 28 | ||||||||||||||||||||||||
ESOP Compensation Earned |
| (5 | ) | 29 | | | | | 24 | |||||||||||||||||||||||
Dividends Declared |
| | | | (147 | ) | | | (147 | ) | ||||||||||||||||||||||
Acquisition Treasury Stock |
| | | | | (207 | ) | | (207 | ) | ||||||||||||||||||||||
BALANCE December 31, 2009 |
$ | 14 | $ | 13,631 | $ | (854 | ) | $ | (145 | ) | $ | 20,642 | $ | (2,094 | ) | $ | 1,152 | $ | 32,346 | |||||||||||||
BALANCE June 30, 2010 |
$ | 14 | $ | 13,655 | $ | (826 | ) | $ | (145 | ) | $ | 20,665 | $ | (2,094 | ) | $ | 2,096 | $ | 33,365 | |||||||||||||
COMMON STOCK ISSUANCE |
20 | 18,253 | (1,167 | ) | 17,106 | |||||||||||||||||||||||||||
Net Income |
| | | | 1,148 | | | 1,148 | ||||||||||||||||||||||||
Other Comprehensive Loss: |
||||||||||||||||||||||||||||||||
Changes in Unrealized Gain
on Securities Available-for-
Sale, Net of Tax Effects |
| | | | | | (998 | ) | (998 | ) | ||||||||||||||||||||||
RRP Shares Earned |
| | | 116 | | | | 116 | ||||||||||||||||||||||||
Stock Options Vested |
| 11 | | | | | | 11 | ||||||||||||||||||||||||
ESOP Compensation Earned |
| (1 | ) | 28 | | | | | 27 | |||||||||||||||||||||||
Dividends Declared |
| | | | (145 | ) | | | (145 | ) | ||||||||||||||||||||||
TREASURY STOCK RETIREMENT |
(2 | ) | (826 | ) | | | (1,312 | ) | 2,140 | | | |||||||||||||||||||||
Acquisition Treasury Stock |
| | | | | (46 | ) | | (46 | ) | ||||||||||||||||||||||
BALANCE December 31, 2010 |
$ | 32 | $ | 31,092 | $ | (1,965 | ) | $ | (29 | ) | $ | 20,356 | $ | | $ | 1,098 | $ | 50,584 | ||||||||||||||
See accompanying notes to consolidated financial statements.
3
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HOME FEDERAL BANCORP, INC. OF LOUISIANA
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended | ||||||||
December 31, | ||||||||
2010 | 2009 | |||||||
(In Thousands) | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||
Net Income |
$ | 1,148 | $ | 501 | ||||
Adjustments to Reconcile Net Income to Net |
||||||||
Cash Provided by Operating Activities |
||||||||
Net Amortization and Accretion on Securities |
(123 | ) | (168 | ) | ||||
Gain on Sale of Securities |
(311 | ) | (186 | ) | ||||
Gain on Sale of Loans |
(1,030 | ) | (129 | ) | ||||
Amortization of Deferred Loan Fees |
(35 | ) | (103 | ) | ||||
Depreciation of Premises and Equipment |
85 | 48 | ||||||
ESOP Expense |
27 | 23 | ||||||
Stock Option Expense |
11 | 29 | ||||||
Recognition and Retention Plan Expense |
16 | 63 | ||||||
Deferred Income Tax |
(80 | ) | (5 | ) | ||||
Provision for Loan Losses |
223 | | ||||||
Changes in Assets and Liabilities: |
||||||||
Loans Held-for-Sale Originations and Purchases |
(74,741 | ) | (21,364 | ) | ||||
Loans Held-for-Sale Sale and Principal Repayments |
83,723 | 21,230 | ||||||
Accrued Interest Receivable |
(60 | ) | (20 | ) | ||||
Other Operating Assets |
27 | (226 | ) | |||||
Other Operating Liabilities |
(1,558 | ) | 18 | |||||
Net Cash Provided by (Used in) Operating Activities |
7,322 | (289 | ) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||
Loan Originations and Purchases, Net of Principal Collections |
(18,395 | ) | (23,474 | ) | ||||
Deferred Loan Fees Collected |
67 | 121 | ||||||
Acquisition of Premises and Equipment |
(971 | ) | (1,945 | ) | ||||
Activity in Available-for-Sale Securities: |
||||||||
Proceeds from Sales of Securities |
6,805 | 4,663 | ||||||
Principal Payments on Mortgage-Backed Securities |
8,609 | 8,558 | ||||||
Purchases of Securities |
(3,967 | ) | | |||||
Activity in Held-to-Maturity Securities: |
||||||||
Redemption Proceeds |
558 | | ||||||
Principal Payments on Mortgage-Backed Securities |
49 | 39 | ||||||
Purchases of Securities |
(253 | ) | (31 | ) | ||||
Net Cash Used in Investing Activities |
(7,498 | ) | (12,069 | ) | ||||
See accompanying notes to consolidated financial statements.
4
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HOME FEDERAL BANCORP, INC. OF LOUISIANA
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
(Unaudited)
Six Months Ended | ||||||||
December 31, | ||||||||
2010 | 2009 | |||||||
(In Thousands) | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||
Net Increase in Deposits |
15,256 | 9,648 | ||||||
Proceeds from Federal Home Loan Bank Advances |
| 15,500 | ||||||
Repayments of Advances from Federal Home Loan Bank |
(5,526 | ) | (8,955 | ) | ||||
Net Decrease in Mortgage-Escrow Funds |
(79 | ) | (72 | ) | ||||
Dividends Paid |
(145 | ) | (147 | ) | ||||
Acquisition of Treasury Stock |
(46 | ) | (207 | ) | ||||
Net Proceeds from Stock Issuance |
18,285 | | ||||||
Net Cash Provided by Financing Activities |
27,745 | 15,767 | ||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
27,569 | 3,409 | ||||||
CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD |
8,837 | 10,007 | ||||||
CASH AND CASH EQUIVALENTS END OF PERIOD |
$ | 36,406 | $ | 13,416 | ||||
SUPPLEMENTARY CASH FLOW INFORMATION |
||||||||
Interest Paid on Deposits and Borrowed Funds |
$ | 1,661 | $ | 1,817 | ||||
Income Taxes Paid |
677 | 177 | ||||||
Market Value Adjustment for Gain (Loss) on Securities |
||||||||
Available-for-Sale |
(1,512 | ) | 1,081 |
See accompanying notes to consolidated financial statements.
5
Table of Contents
HOME FEDERAL BANCORP, INC. OF LOUISIANA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Accounting Policies
Basis of Presentation
The consolidated financial statements include the accounts of Home Federal Bancorp, Inc. of
Louisiana (the Company) and its subsidiary, Home Federal Bank (the Bank). These consolidated
financial statements were prepared in accordance with instructions for Form 10-Q and Regulation S-X
and do not include information or footnotes necessary for a complete presentation of financial
condition, results of operations, and cash flows in conformity with accounting principles generally
accepted in the United States of America. However, in the opinion of management, all adjustments
(consisting of normal recurring adjustments) necessary for a fair presentation of the financial
statements have been included. The results of operations for the six month period ended December
31, 2010, is not necessarily indicative of the results which may be expected for the fiscal year
ending June 30, 2011. Certain items previously reported have been reclassified to conform
with the current reporting periods format. Prior period earnings per share and weighted average
shares outstanding figures were adjusted for comparability using the conversion ratio of 0.9110 due
to completion of second step offering on December 22, 2010.
The Company follows accounting standards set by the Financial Accounting Standards Board (the
FASB). The FASB sets generally accepted accounting principles (GAAP) that we follow to ensure
we consistently report our financial condition, results of operations and cash flows. References
to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification
(the Codification or the ASC).
In accordance with the subsequent events topic of the ASC, the Company evaluates events and
transactions that occur after the balance sheet date for potential recognition in the financial
statements. The effect of all subsequent events that provide additional evidence of conditions
that existed at the balance sheet date are recognized in the financial statements as of December
31, 2010. In preparing these financial statements, the company evaluated the events and
transactions that occurred from December 31, 2010 through
February 14, 2011, the date these
financial statements were issued.
Use of Estimates
In preparing consolidated financial statements in conformity with accounting principles generally
accepted in the United States of America, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities as of the date of the Consolidated
Statements of Financial Condition and reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Material estimates that are
particularly susceptible to significant change in the near term relate to the allowance for loan
losses.
Nature of Operations
On December 22, 2010, Home Federal Bancorp, Inc. of Louisiana, completed its conversion and
reorganization from the mutual holding company form of organization to the fully public stock
holding structure and formed Home Federal Bancorp, Inc. of Louisiana, a Louisiana corporation (the
Company) to serve as the stock holding company for the Bank. In connection with the conversion
and reorganization, the Company sold 1,945,220 shares of its common stock in a subscription and
community offering and syndicated community offering at a price of $10.00 per share. The Company
also issued 1,100,693 shares of common stock in exchange for shares of the former holding company,
other than shares held by Home Federal Mutual Holding Company of Louisiana, which were cancelled.
The Company received net proceeds of $18.3 million, after offering expenses. The Bank 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 four full-service banking offices and one agency office, which are located in
the Caddo and Bossier Parishes, Louisiana. The area served by the Bank 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. As of December 31, 2010, the
Bank had one wholly-owned subsidiary, Metro Financial Services, Inc., which is currently inactive.
6
Table of Contents
HOME FEDERAL BANCORP, INC. OF LOUISIANA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
1. Summary of Accounting Policies (continued)
Cash and Cash Equivalents
For purposes of the Consolidated Statements of Cash Flows, cash and cash equivalents include cash
on hand, balances due from banks, and federal funds sold, all of which mature within ninety days.
Securities
The Company classifies its debt and equity investment securities into one of three categories:
held-to-maturity, available-for-sale, or trading. Investments in nonmarketable equity securities
and debt securities, in which the Company has the positive intent and ability to hold to maturity,
are classified as held-to-maturity and carried at amortized cost. Investments in debt securities
that are not classified as held-to-maturity and marketable equity securities that have readily
determinable fair values are classified as either trading or available-for-sale securities.
Securities that are acquired and held principally for the purpose of selling in the near term are
classified as trading securities. Investments in securities not classified as trading or
held-to-maturity are classified as available-for-sale.
Trading account and available-for-sale securities are carried at fair value. Unrealized holding
gains and losses on trading securities are included in earnings while net unrealized holding gains
and losses on available-for-sale securities are excluded from earnings and reported in other
comprehensive income. Purchase premiums and discounts are recognized in interest income using the
interest method over the term of the securities. Declines in the fair value of held-to-maturity
and available-for-sale securities below their cost that are deemed to be other than temporary are
reflected in earnings as realized losses. In estimating other-than-temporary impairment losses,
management considers (1) the length of time and the extent to which the fair value has been less
than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent
and ability of the Bank to retain its investment in the issuer for a period of time sufficient to
allow for any anticipated recovery in fair value. Gains and losses on the sale of securities are
recorded on the trade date and are determined using the specific identification method.
Loans Held-for-Sale
Loans originated and intended for sale in the secondary market are carried at the lower of cost or
estimated fair value in the aggregate. Net unrealized losses, if any, are recognized through a
valuation allowance by charges to income.
Loans
Loans receivable are stated at unpaid principal balances, less allowances for loan losses and
unamortized deferred loan fees. Net nonrefundable fees (loan origination fees, commitment fees,
discount points) and costs associated with lending activities are being deferred and subsequently
amortized into income as an adjustment of yield on the related interest earning assets using the
interest method. Interest income on contractual loans receivable is recognized on the accrual
method. Unearned discount on property improvement and automobile loans is deferred and amortized
on the interest method over the life of the loan.
Allowance for Loan Losses
The allowance for loan losses is established as losses are estimated to have occurred through a
provision for loan losses charged to earnings. Loan losses are charged against the allowance when
management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if
any, are credited to the allowance.
The allowance for loan losses is evaluated on a regular basis by management and is based upon
managements 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 the underlying
collateral and prevailing economic conditions. The evaluation is inherently subjective as it
requires estimates that are susceptible to significant revision as more information becomes
available.
7
Table of Contents
1. Summary of Accounting Policies (continued)
Allowance for Loan Losses (continued)
A loan is considered impaired when, based on current information or events, it is probable that the
Bank will be unable to collect the scheduled payments of principal and interest when due according
to the contractual terms of the loan agreement. When a loan is impaired, the measurement of such
impairment is based upon the present value of expected future cash flows or the fair value of the
collateral of the loan. If the present value of expected future cash flows or fair value of the
collateral is less than the recorded investment in the loan, the Bank will recognize the impairment
by creating a valuation allowance with a corresponding charge against earnings.
An allowance is also established for uncollectible interest on loans classified as substandard.
Loans are classified as substandard and placed on non-accrual status when they are in excess of
ninety days delinquent. The allowance is established by a charge to interest income equal to all
interest previously accrued and income is subsequently recognized only to the extent that cash
payments are received. When, in managements judgment, the borrowers ability to make periodic
interest and principal payments is back to normal, the loan is returned to accrual status.
It should be understood that estimates of future loan losses involve an exercise of judgment.
While it is possible that in particular periods, the Company may sustain losses, which are
substantial relative to the allowance for loan losses, it is the judgment of management that the
allowance for loan losses reflected in the accompanying statements of condition is adequate to
absorb possible losses in the existing loan portfolio.
Off-Balance Sheet Credit Related Financial Instruments
In the ordinary course of business, the Bank has entered into commitments to extend credit. Such
financial instruments are recorded when they are funded.
Foreclosed Assets
Assets acquired through, or in lieu of, loan foreclosure are held-for-sale and are transferred to
other real estate owned at the lower of cost or current fair value minus estimated cost to sell as
of the date of foreclosure. Cost is defined as the lower of the fair value of the property or the
recorded investment in the loan. Subsequent to foreclosure, valuations are periodically performed
by management and the assets are carried at the lower of carrying amount or fair value less cost to
sell.
Premises and Equipment
Land is carried at cost. Buildings and equipment are carried at cost less accumulated depreciation
computed on the straight-line method over the estimated useful lives of the assets.
Income Taxes
The Company and its wholly-owned subsidiary file a consolidated Federal income tax return on a
fiscal year basis. Each entity will pay its pro-rata share of income taxes in accordance with a
written tax-sharing agreement.
The Company accounts for income taxes on the asset and liability method. Deferred tax assets and
liabilities are recorded based on the difference between the tax bases of assets and liabilities
and their carrying amounts for financial reporting purposes, computed using enacted tax rates. A
valuation allowance, if needed, reduces deferred tax assets to the expected amount most likely to
be realized. Realization of deferred tax assets is dependent upon the generation of a sufficient
level of future taxable income and recoverable taxes paid in prior years. Although realization is
not assured, management believes it is more likely than not that all of the deferred tax assets
will be
realized. Current taxes are measured by applying the provisions of enacted tax laws to taxable
income to determine the amount of taxes receivable or payable.
8
Table of Contents
1. Summary of Accounting Policies (continued)
Income Taxes (continued)
While the Bank is exempt from Louisiana income tax, it is subject to the Louisiana Ad Valorem Tax,
commonly referred to as the Louisiana Shares Tax, which is based on stockholders equity and net
income.
Comprehensive Income
Accounting principles generally accepted in the United States of America require that recognized
revenue, expenses, gains and losses be included in net income. Although certain changes in assets
and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported
as a separate component of the equity section of the Consolidated Statements of Financial
Condition, such items, along with net income, are components of comprehensive income.
2. Securities
The amortized cost and fair value of securities, with gross unrealized gains and losses, follows:
December 31, 2010 | ||||||||||||||||
Gross | Gross | |||||||||||||||
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
Cost | Gains | Losses | Value | |||||||||||||
(In Thousands) | ||||||||||||||||
Securities Available-for-Sale |
||||||||||||||||
Debt Securities |
||||||||||||||||
FHLMC Mortgage-Backed Certificates |
$ | 2,325 | $ | 105 | $ | | $ | 2,430 | ||||||||
FNMA Mortgage-Backed Certificates |
45,775 | 1,538 | 47,313 | |||||||||||||
GNMA Mortgage-Backed Certificates |
108 | | 108 | |||||||||||||
Total Debt Securities |
48,208 | 1,643 | 49,851 | |||||||||||||
Equity Securities |
||||||||||||||||
176,612 Shares, AMF ARM Fund |
1,291 | 21 | | 1,312 | ||||||||||||
Total Securities Available-for-Sale |
$ | 49,499 | $ | 1,664 | $ | | $ | 51,163 | ||||||||
Securities Held-to-Maturity |
||||||||||||||||
Debt Securities |
||||||||||||||||
GNMA Mortgage-Backed Certificates |
$ | 158 | $ | 21 | $ | | $ | 179 | ||||||||
FNMA Mortgage-Backed Certificates |
67 | 2 | 69 | |||||||||||||
FHLMC Mortgage-Backed Certificates |
24 | 2 | | 26 | ||||||||||||
Total Debt Securities |
249 | 25 | | 274 | ||||||||||||
Equity Securities (Non-Marketable |
||||||||||||||||
630 Shares-First National Bankers
Bankshares, Inc. |
250 | | | 250 | ||||||||||||
12,856 Shares Federal Home Loan Bank |
1,286 | | | 1,286 | ||||||||||||
Total Equity Securitie |
1,536 | | | 1,536 | ||||||||||||
Total Securities Held-to-Maturity |
$ | 1,785 | $ | 25 | $ | | $ | 1,810 | ||||||||
9
Table of Contents
2. Securities (continued)
June 30, 2010 | ||||||||||||||||
Gross | Gross | |||||||||||||||
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
Cost | Gains | Losses | Value | |||||||||||||
(In Thousands) | ||||||||||||||||
Securities Available-for-Sale |
||||||||||||||||
Debt Securities |
||||||||||||||||
FHLMC Mortgage-Backed Certificates |
$ | 3,031 | $ | 175 | $ | | $ | 3,206 | ||||||||
FNMA Mortgage-Backed Certificates |
55,828 | 2,980 | 58,808 | |||||||||||||
GNMA Mortgage-Backed Certificates |
115 | 1 | 1 | 115 | ||||||||||||
Total Debt Securities |
58,974 | 3,156 | 1 | 62,129 | ||||||||||||
Equity Securities |
||||||||||||||||
210,350 Shares, AMF ARM Fund |
1,538 | 21 | | 1,559 | ||||||||||||
Total Securities Available-for-Sale |
$ | 60,512 | $ | 3,177 | $ | 1 | $ | 63,688 | ||||||||
Securities Held-to-Maturity |
||||||||||||||||
Debt Securities |
||||||||||||||||
GNMA Mortgage-Backed Certificates |
$ | 196 | $ | 22 | $ | | $ | 218 | ||||||||
FNMA Mortgage-Backed Certificates |
75 | 2 | | 77 | ||||||||||||
FHLMC Mortgage-Backed Certificates |
27 | 1 | | 28 | ||||||||||||
Total Debt Securities |
298 | 25 | | 323 | ||||||||||||
Equity Securities (Non-Marketable) |
||||||||||||||||
18,402 Shares Federal Home Loan Bank |
1,840 | | | 1,840 | ||||||||||||
Total Securities Held-to- Maturity |
$ | 2,138 | $ | 25 | $ | | $ | 2,163 | ||||||||
The amortized cost and fair value of debt securities by contractual maturity at December 31,
2010, follows:
Available-for-Sale | Held-to-Maturity | |||||||||||||||
Amortized | Fair | Amortized | Fair | |||||||||||||
Cost | Value | Cost | Value | |||||||||||||
(In Thousands) | ||||||||||||||||
Within One Year or Less |
$ | $ | $ | 1 | $ | 1 | ||||||||||
One through Five Years |
14 | 15 | ||||||||||||||
After Five through Ten Years |
667 | 681 | 103 | 110 | ||||||||||||
Over Ten Years |
47,541 | 49,170 | 131 | 148 | ||||||||||||
Total |
$ | 48,208 | $ | 49,851 | $ | 249 | $ | 274 | ||||||||
For the six months ended December 31, 2010 and 2009, proceeds from the sale of securities
available-for-sale amounted to $6.8 million and $4.7 million, respectively. Gross realized gains
amounted to $311,000 and $186,000 for the six months ended December 31, 2010 and 2009,
respectively.
10
Table of Contents
2. Securities (continued)
The following tables show information pertaining to gross unrealized losses on securities
available-for-sale at December 31, 2010 and June 30, 2010, aggregated by investment category and
length of time that individual securities have been in a continuous loss position. There were no
unrealized losses on securities held-to-maturity at December 31, 2010 or June 30, 2010.
December 31, 2010 | ||||||||||||||||
Less than Twelve Months | Over Twelve Months | |||||||||||||||
Gross | Gross | |||||||||||||||
Unrealized | Fair | Unrealized | Fair | |||||||||||||
Losses | Value | Losses | Value | |||||||||||||
(In Thousands) | ||||||||||||||||
Debt Securities |
||||||||||||||||
Mortgage-Backed Securities |
$ | | $ | | $ | | $ | | ||||||||
Marketable Equity Securities |
| | | | ||||||||||||
Total Securities Available-for-Sale |
$ | | $ | | $ | | $ | | ||||||||
June 30, 2010 | ||||||||||||||||
Less than Twelve Months | Over Twelve Months | |||||||||||||||
Gross | Gross | |||||||||||||||
Unrealized | Fair | Unrealized | Fair | |||||||||||||
Losses | Value | Losses | Value | |||||||||||||
(In Thousands) | ||||||||||||||||
Debt Securities |
||||||||||||||||
Mortgage-Backed Securities |
$ | | $ | | $ | 1 | $ | 89 | ||||||||
Marketable Equity Securities |
| | | | ||||||||||||
Total Securities Available-for-Sale |
$ | | $ | | $ | 1 | $ | 89 | ||||||||
The Companys investment in equity securities consists primarily of shares of an adjustable
rate mortgage loan mutual fund. During the year ended June 30, 2010, the Company made a
determination that the impairment of this investment was other-than-temporary based upon conditions
which indicated that a significant recovery in fair value of this investment would not occur.
Accordingly, the Company recognized an impairment charge against earnings in the amount of
$627,000. No impairment charges were recognized during the six months ended December 31, 2010.
At December 31, 2010, securities with a carrying value of $3.1 million were pledged to secure
public deposits, and securities and mortgage loans with a carrying value of $50.1 million were
pledged to secure FHLB advances.
11
Table of Contents
3. Earnings Per Share
Basic earnings per common share are computed based on the weighted average number of shares
outstanding. Diluted earnings per share is computed based on the weighted average number of shares
outstanding and common share equivalents that would arise from the exercise of dilutive securities.
Prior period share amounts were adjusted for comparability using the conversion ratio of 0.9110 due
to completion of second step offering on December 22, 2010. Earnings per share for the three and
six months ended December 31, 2010 and 2009 were calculated as follows:
Three Months Ended | Three Months Ended | |||||||||||||||
December 31, 2010 | December 31, 2009 | |||||||||||||||
Basic | Diluted | Basic | Diluted | |||||||||||||
Net income |
$ | 501,358 | $ | 501,358 | $ | 249,500 | $ | 249,500 | ||||||||
Weighted average shares outstanding |
2,965,576 | 2,965,576 | 2,945,673 | 2,945,673 | ||||||||||||
Effect of unvested common stock awards |
| | | | ||||||||||||
Adjusted weighted average shares used in
earnings per share computation |
2,965,576 | 2,965,576 | 2,945,673 | 2,945,673 | ||||||||||||
Earnings per share |
$ | 0.17 | $ | 0.17 | $ | 0.08 | $ | 0.08 | ||||||||
Six Months Ended | Six Months Ended | |||||||||||||||
December 31, 2010 | December 31, 2009 | |||||||||||||||
Basic | Diluted | Basic | Diluted | |||||||||||||
Net income |
$ | 1,147,673 | $ | 1,147,673 | $ | 501,250 | $ | 501,250 | ||||||||
Weighted average shares outstanding |
2,962,061 | 2,962,061 | 2,951,958 | 2,951,958 | ||||||||||||
Effect of unvested common stock awards |
||||||||||||||||
Adjusted weighted average shares used in
earnings per share computation |
2,962,061 | 2,962,061 | 2,951,958 | 2,951,958 | ||||||||||||
Earnings per share |
$ | 0.39 | $ | 0.39 | $ | 0.17 | $ | 0.17 | ||||||||
For the three months ended December 31, 2010 and 2009, there were outstanding options to
purchase 174,389 and 158,134 shares, respectively, at a weighted average exercise price of $9.85
per share and for the six months ended December 31, 2010 and 2009, there were weighted-average
outstanding options to purchase 168,429 and 158,134 shares, respectively, at $9.85 per share. For
the quarter ended December 31, 2010, the options were not included in the computation of diluted
earnings per share because the options exercise price was greater than the average market value
price of the common shares during the period.
4. Recognition and Retention Plan
On August 10, 2005, the shareholders of the Company approved the establishment of the Home Federal
Bancorp, Inc. of Louisiana 2005 Recognition and Retention Plan and Trust Agreement (the
Recognition Plan) as an incentive to retain personnel of experience and ability in key positions.
The aggregate number of shares of the Companys common stock subject to award under the
Recognition Plan totaled 63,547 shares (as adjusted). As the shares were acquired for the
Recognition Plan, the purchase price of these shares was recorded as a contra equity account. As
the shares are distributed, the contra equity account is reduced. During the six months ended
December 31, 2010, 10,758 shares vested and were released from
the Recognition Plan Trust and 2,808
shares remained in the Recognition Plan Trust at December 31, 2010.
Recognition Plan shares are earned by recipients at a rate of 20% of the aggregate number of shares
covered by the Recognition Plan award over five years. Generally, if the employment of an employee
or service as a non-employee director is terminated prior to the fifth anniversary of the date of
grant of Recognition Plan share award, the recipient shall forfeit the right to any shares subject
to the award that have not been earned. In the case of death or disability of the recipient or a
change in control of the Company, the Recognition Plan awards will be vested and shall be
distributed as soon as practicable thereafter.
12
Table of Contents
4. Recognition and Retention Plan (continued)
The present cost associated with the Recognition Plan is based on share prices of $10.82 and
$10.93, which represent the market price of the Companys stock on August 18, 2005 and August 19,
2010, the dates on which the Recognition Plan shares were granted, as adjusted for the exchange
ratio of 0.9110 on December 22, 2010. The cost is recognized over the five year vesting period.
5. Stock Option Plan
On August 10, 2005, the shareholders of the Company approved the establishment of the Home Federal
Bancorp, Inc. of Louisiana 2005 Stock Option Plan (the Option Plan) for the benefit of directors,
officers, and other key employees. The aggregate number of shares of common stock reserved for
issuance under the Option Plan totaled 158,868 (as adjusted). Both incentive stock options and
non-qualified stock options may be granted under the Option Plan.
On August 18, 2005, the Company granted 158,868 options to directors and employees. Under the
Option Plan, the exercise price of each option cannot be less than the fair market value of the
underlying common stock as of the date of the option grant, which was $10.82, and the maximum term
is ten years. On August 19, 2010, 21,616 options, which had been forfeited, were granted at an
exercise price of $10.93 per share. Incentive stock options and non-qualified stock options granted
under the Option Plan become vested and exercisable at a rate of 20% per year over five years,
commencing one year from the date of the grant, with an additional 20% vesting on each successive
anniversary of the date the option was granted. No vesting shall occur after an employees
employment or service as a director is terminated. As of December 31, 2010, 2,121 stock options
were available for future grant. In the event of the death or disability of an employee or
director or change in control of the Company, the unvested options shall become vested and
exercisable. The Company accounts for the Option Plan under the guidance of FASB ASC Topic 718,
Compensation Stock Compensation.
6. Fair Value of Financial Instruments
The following disclosure is made in accordance with the requirements of ASC 825, Financial
Instruments. Financial instruments are defined as cash and contractual rights and obligations that
require settlement, directly or indirectly, in cash. In cases where quoted market prices are not
available, fair values have been estimated using the present value of future cash flows or other
valuation techniques. The results of these techniques are highly sensitive to the assumptions
used, such as those concerning appropriate discount rates and estimates of future cash flows, which
require considerable judgment. Accordingly, estimates presented herein are not necessarily
indicative of the amounts the Company could realize in a current settlement of the underlying
financial instruments.
ASC 825 excludes certain financial instruments and all nonfinancial instruments from its disclosure
requirements. These disclosures should not be interpreted as representing an aggregate measure of
the underlying value of the Company.
The following methods and assumptions were used by the Bank in estimating fair values of financial
instruments:
Cash and Cash Equivalents
The carrying amount approximates the fair value of cash and cash equivalents.
Securities to be Held-to-Maturity and Available-for-Sale
Fair values for investment securities, including mortgage-backed securities, are based on
quoted market prices, where available. If quoted market prices are not available, fair
values are based on quoted market prices of comparable instruments. The carrying values of
restricted or non-marketable equity securities approximate their fair values. The carrying
amount of accrued investment income approximates its fair value.
13
Table of Contents
HOME FEDERAL BANCORP, INC. OF LOUISIANA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
6. Fair Value of Financial Instruments (continued)
Mortgage Loans Held-for-Sale
Because these loans are normally disposed of within ninety days of origination, their
carrying value closely approximates the fair value of such loans.
Loans Receivable
For variable-rate loans that re-price frequently and with no significant changes in credit
risk, fair value approximates the carrying value. Fair values for other loans are estimated
using the discounted value of expected future cash flows. Interest rates used are those
being offered currently for loans with similar terms to borrowers of similar credit quality.
The carrying amount of accrued interest receivable approximates its fair value.
Deposit Liabilities
The fair values for demand deposit accounts are, by definition, equal to the amount payable
on demand at the reporting date, that is, their carrying amounts. Fair values for other
deposit accounts are estimated using the discounted value of expected future cash flows. The
discount rate is estimated using the rates currently offered for deposits of similar
maturities.
Advances from Federal Home Loan Bank
The carrying amount of short-term borrowings approximates their fair value. The fair value
of long-term debt is estimated using discounted cash flow analyses based on current
incremental borrowing rates for similar borrowing arrangements.
Off-Balance Sheet Credit-Related Instruments
Fair values for outstanding mortgage loan commitments to lend are based on fees currently
charged to enter into similar agreements, taking into account the remaining term of the
agreements, customer credit quality, and changes in lending rates.
The fair value of interest rate floors and caps contained in some loan servicing agreements
and variable rate mortgage loan contracts are considered immaterial within the context of
fair value disclosure requirements. Accordingly, no fair value estimate is provided for
these instruments.
The carrying amount and estimated fair values of the Banks financial instruments were as
follows:
December 31, 2010 | June 30, 2010 | |||||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||||
Value | Fair Value | Value | Fair Value | |||||||||||||
(In Thousands) | ||||||||||||||||
Financial Assets |
||||||||||||||||
Cash and Cash Equivalents |
$ | 36,406 | $ | 36,406 | $ | 8,837 | $ | 8,837 | ||||||||
Securities Available-for-Sale |
51,163 | 51,163 | 63,688 | 63,688 | ||||||||||||
Securities to be Held-to-Maturity |
1,785 | 1,810 | 2,138 | 2,163 | ||||||||||||
Loans Held-for-Sale |
5,451 | 5,451 | 13,403 | 13,403 | ||||||||||||
Loans Receivable |
111,196 | 125,652 | 93,056 | 109,322 | ||||||||||||
Financial Liabilities |
||||||||||||||||
Deposits |
132,979 | 137,633 | 117,722 | 120,460 | ||||||||||||
Advances from FHLB |
25,981 | 27,774 | 31,507 | 33,175 | ||||||||||||
Off-Balance Sheet Items |
||||||||||||||||
Mortgage Loan Commitments |
| 82 | | 142 |
The estimated fair values presented above could be materially different than net
realizable value and are only indicative of the individual financial instruments fair
value. Accordingly, these estimates should not be considered an indication of the fair
value of the Bank taken as a whole.
14
Table of Contents
HOME FEDERAL BANCORP, INC. OF LOUISIANA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
7. Fair Value Accounting
On July 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurement, now codified in FASB ASC
Topic 820, Fair Value Measurements and Disclosures (ASC 820). ASC 820 affirms a framework for
measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 was
issued to establish a uniform definition of fair value. The definition of fair value is
market-based as opposed to company-specific, and includes the following:
| Defines fair value as the price that would be received to sell an asset or paid to
transfer a liability, in either case, through an orderly transaction between market
participants at a measurement date and establishes a framework for measuring fair
value; |
||
| Establishes a three-level hierarchy for fair value measurements based upon the
transparency of inputs to the valuation of an asset or liability as of the measurement
date; |
||
| Nullifies the guidance in EITF 02-3, which required the deferral of profit at
inception of a transaction involving a derivative financial instrument in the absence
of observable data supporting the valuation technique; |
||
| Eliminates large position discounts for financial instruments quoted in active
markets and requires consideration of the companys creditworthiness when valuing
liabilities; and |
||
| Expands disclosures about instrument that are measured at fair value. |
ASC 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements.
The valuation hierarchy favors the transparency of inputs to the valuation of an asset or liability
as of the measurement date. The three levels are defined as follows:
| Level 1 Fair value is based upon quoted prices (unadjusted) for identical
assets or liabilities in active markets in which the Company can participate. |
||
| Level 2 Fair value is based upon (a) quoted prices for similar assets or
liabilities in active markets; (b) quoted prices for identical or similar assets or
liabilities in markets that are not active, that is, markets in which there are few
transactions for the asset or liability, the prices are not current, or price
quotations vary substantially either over time or among market makers, or in which
little information is released publicly; (c) inputs other than quoted prices that
are observable for the asset or liability or (d) inputs that are derived
principally from or corroborated by observable market data by correlation or other
means. |
||
| Level 3 Fair value is based upon inputs that are unobservable for the asset
or liability. These inputs reflect the Companys own assumptions about the
assumptions that market participants would use in pricing the asset or liability
(including assumptions about risk). These inputs are developed based on the best
information available in the circumstances, which include the Companys own data.
The Companys own data used to develop unobservable inputs are adjusted if
information indicates that market participants would use different assumptions. |
A financial instruments categorization within the valuation hierarchy is based upon the lowest
level of input that is significant to the fair value measurement.
Table of Contents
HOME FEDERAL BANCORP, INC. OF LOUISIANA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
7. Fair Value Accounting (continued)
Fair values of assets and liabilities measured on a recurring basis at December 31, 2010 and June
30, 2010 are as follows:
Fair Value Measurements Using: | ||||||||||||
Quoted Prices in | Significant | |||||||||||
Active Markets for | Other Observable | |||||||||||
Identical Assets | Inputs | |||||||||||
December 31, 2010 | (Level 1) | (Level 2) | Total | |||||||||
(In Thousands) | ||||||||||||
Available-for-Sale |
||||||||||||
Debt Securities |
||||||||||||
FHLMC |
$ | $ | 2,430 | $ | 2,430 | |||||||
FNMA |
47,313 | 47,313 | ||||||||||
GNMA |
108 | 108 | ||||||||||
Equity Securities |
||||||||||||
ARM Fund |
1,312 | 1,312 | ||||||||||
Total |
$ | 1,312 | $ | 49,851 | $ | 51,163 | ||||||
Fair Value Measurements Using: | ||||||||||||
Quoted Prices in | Significant | |||||||||||
Active Markets for | Other Observable | |||||||||||
Identical Assets | Inputs | |||||||||||
June 30, 2010 | (Level 1) | (Level 2) | Total | |||||||||
(In Thousands) | ||||||||||||
Available-for-Sale |
||||||||||||
Debt Securities |
||||||||||||
FHLMC |
$ | | $ | 3,206 | $ | 3,206 | ||||||
FBNA |
| 58,808 | 58,808 | |||||||||
GNMA |
| 115 | 115 | |||||||||
Equity Securities |
||||||||||||
ARM Fund |
1,559 | | 1,559 | |||||||||
Total |
$ | 1,559 | $ | 62,129 | $ | 63,688 | ||||||
8. Second Step Conversion
On December 22, 2010, the Company completed its second step conversion from the mutual holding
company form of organization to the stock holding company form of organization pursuant to a Plan
of Conversion and Reorganization. Upon completion of the conversion, Home Federal Bancorp, Inc. of
Louisiana, a newly formed Louisiana chartered corporation, became the holding company for Home
Federal Bank and Home Federal Mutual Holding Company of Louisiana and the former Home Federal
Bancorp, Inc. of Louisiana ceased to exist. As part of the conversion and in accordance with the
Plan of Conversion, all outstanding shares of the former Home Federal Bancorp, Inc. of Louisiana
common stock (other than those owned by Home Federal Mutual Holding Company) were converted into
the right to receive 0.9110 of a share of the newly formed Home Federal Bancorp, Inc. of Louisiana
common stock resulting in 1,100,693 shares issued in the exchange. In addition, a total of
1,945,220 shares of common stock, par value $0.01 per share, of Home Federal Bancorp, Inc. of
Louisiana were sold in subscription, community and syndicated community offerings to certain
depositors and borrowers of the Bank and other investors for $10.00
per share, or $19.45 million in
the aggregate. Treasury stock held was cancelled. The net proceeds of the offering were
approximately $18.3 million, after offering expenses.
16
Table of Contents
HOME FEDERAL BANCORP, INC. OF LOUISIANA
ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS |
General
The Company was formed by the Bank in connection with the Banks reorganization into the mutual
holding company form of organization and commenced operations on January 18, 2005. The
Company completed its conversion from the mutual holding company form of organization to the fully
public stock holding company form on December 22, 2010. As a result of the conversion, Home Federal
Bancorp, Inc. of Louisiana, a newly formed Louisiana-chartered corporation, became the holding
company for Home Federal Bank, and Home Federal Mutual Holding Company and the former Home Federal
Bancorp, Inc. of Louisiana ceased to exist. As part of the conversion, all outstanding shares of
the former Home Federal Bancorp, Inc. of Louisiana common stock (other than those owned by Home
Federal Mutual Holding Company) were converted into the right to receive 0.9110 of a share of the
newly formed Home Federal Bancorp, Inc. of Louisiana common stock resulting in 1,100,693 shares
issued in the exchange. In addition, a total of 1,945,220 shares of common stock were sold in the
subscription, community and syndicated community offerings at the price of $10.00 per share. The
completion of the Companys public offering raised approximately
$18.3 million in net proceeds.
The Companys results of operations are primarily dependent on the results of the Bank, which
became a wholly owned subsidiary upon completion of the reorganization. The Banks results of
operations depend, to a large extent, on net interest income, which is the difference between the
income earned on its loan and investment portfolios and the cost of funds, consisting of the
interest paid on deposits and borrowings. Results of operations are also affected by provisions
for loan losses and loan sale activities. Non-interest expense principally consists of
compensation and employee benefits, office occupancy and equipment expense, data processing and
other expense. Our results of operations are also significantly affected by general economic and
competitive conditions, particularly changes in interest rates, government policies and actions of
regulatory authorities. Future changes in applicable law, regulations or government policies may
materially impact our financial conditions and results of operations.
Critical Accounting Policies
Allowance for Loan Losses. The Company has identified the calculation of the allowance for loan
losses as a critical accounting policy, due to the higher degree of judgment and complexity than
its other significant accounting policies. Provisions for loan losses are based upon managements
periodic valuation and assessment of the overall loan portfolio and the underlying collateral,
trends in non-performing loans, current economic conditions and other relevant factors in order to
maintain the allowance for loan losses at a level believed by management to represent all known and
inherent losses in the portfolio that are both probable and reasonably estimable. Although
management uses the best information available, the level of the allowance for loan losses remains
an estimate which is subject to significant judgment and short-term change.
Income Taxes. Deferred income tax assets and liabilities are determined using the liability (or
balance sheet) method. Under this method, the net deferred tax asset or liability is determined
based on the tax effects of the temporary differences between the book and tax bases of the various
assets and liabilities and gives current recognition to changes in tax rates and laws. The
realization of our deferred tax assets principally depends upon our achieving projected future
taxable income. We may change our judgments regarding future profitability due to future market
conditions and other factors. We may adjust our deferred tax asset balances if our judgments
change.
Discussion of Financial Condition Changes from June 30, 2010 to December 31, 2010
At December 31, 2010, total assets amounted to $210.9 million compared to $185.1 million at June
30, 2010, an increase of approximately $25.8 million, or 13.9%. This increase was primarily due to
an increase in loans receivable, net, of $18.1 million, or 19.5%, and an increase in cash and cash
equivalents of $27.6 million or 312.0%, partially offset by a decrease in the Companys investment
and mortgage-backed securities available-for-sale and held-to-maturity of $12.9 million, or 19.6%,
and a decrease in loans available for sale of $7.9 million, or 59.3%.
17
Table of Contents
HOME FEDERAL BANCORP, INC. OF LOUISIANA
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Discussion of Financial Condition Changes from June 30, 2010 to December 31, 2010 (continued)
The increase in loans was primarily due to the origination of new loans by the commercial lending
department. The decrease in securities was caused by normal principal paydowns and sales amounting
to $15.7 million, and a decrease in the fair value of the securities of $1.5 million, partially
offset by new security acquisitions of $4.2 million.
The Companys total liabilities amounted to $160.4 million at December 31, 2010, an increase of
approximately $8.6 million, or 5.7%, compared to total liabilities of $151.8 million at June 30,
2010. The primary reason for the increase in liabilities was due to an increase in deposits of
$15.3 million, or 13.0%, partially offset by a $5.5 million, or 17.5%, decrease in advances from
the Federal Home Loan Bank and a decrease in other liabilities of $1.2 million.
Stockholders equity increased $17.2 million, or 51.6%, to $50.6 million at December 31, 2010
compared to $33.4 million at June 30, 2010. This increase was primarily the result of the
recognition of net income of $1.1 million for the six months ended December 31, 2010, the
distribution of shares associated with the Companys Recognition Plan of $155,000 and proceeds from
a common stock issuance of $18.3 million. These increases were offset by dividends of $145,000
paid during the six months ended December 31, 2010, and the acquisition of treasury shares of
$46,000, and a decrease of $998,000 in the Companys accumulated other comprehensive income
associated with unrealized gain on securities available for sale.
The Bank is required to meet minimum capital standards promulgated by the Office of Thrift
Supervision (OTS). At December 31, 2010, Home Federal Banks regulatory capital was well in
excess of the minimum capital requirements.
Comparison of Operating Results for the Three and Six Month Periods Ended December 31, 2010 and
2009
General
Net income amounted to $502,000 for the three months ended December 31, 2010 compared to $249,000
for the same period in 2009, an increase of $253,000, or 101.6%. The increase was primarily due to
a $373,000, or 27.3%, increase in net interest income for the three months ended December 31, 2010
compared to the same period in 2009, a $262,000 increase in gain on sales of investments and loans
for the 2010 period compared to $271,000 for the same period in 2009 and a $233,000 increase in
other income, partially offset by increases of $335,000 in non-interest expense, $129,000 in income
taxes, and $151,000 in the provision for loan losses. The increase in net interest income for the
three months ended December 31, 2009 was primarily due to an increase in interest income and fees
from higher loan originations as a result of the hiring of additional loan officers since 2009, and
a decrease in the Companys cost of funds for the three months ended December 31, 2010, compared to
the prior year period. The increase in non-interest expense was primarily due to an increase in
compensation and benefits expense and other expenses associated with the Companys growth,
including the hiring of officers in connection with the commencement of commercial lending
activities and the expansion and improvement of the Companys offices.
For the six months ended December 31, 2010, net income amounted to $1.1 million, compared to
$501,000 for the same period in 2009, an increase of $647,000, or 129.1%. The increase was
primarily due to an $798,000, or 30.1%, increase in net interest income and a $1.3 million increase
in non-interest income, partially offset by increases of $872,000 in non-interest expense, $331,000
in income taxes, and a $223,000 charge to the provision for loan losses. The increase in
non-interest expense was primarily attributable to an increase of $572,000, or 40.0%, in
compensation and benefits. Similar to the increase for the quarter ended December 31, 2010, the
increase in net interest income for the six month period was primarily due to an increase in
interest income and fees from higher loan originations and a decrease in the Companys cost of
funds. The $223,000 charge to the provision for loan losses during the six months ended December
31, 2010, reflects the increase in loan loss allowances deemed necessary by management for risks
associated with the increasing volume of non-residential and commercial loans.
18
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HOME FEDERAL BANCORP, INC. OF LOUISIANA
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Comparison of Operating Results for the Three and Six Month Periods Ended December 31, 2010 and
2009 (continued)
Net Interest Income
Net interest income for the three months ended December 31, 2010 was $1.7 million, an increase of
$373,000, or 27.3%, in comparison to $1.4 million for the three months ended December 31, 2009.
This increase was primarily due to an increase of $309,000 in total interest income and a decrease
of $64,000 in the Companys cost of funds. The increase in total interest income was primarily due
to an increase in interest income generated from loans of $705,000, partially offset by decreases
in interest income from mortgage-backed securities of $396,000. The cost of funds from and Federal
Home Loan Bank borrowings decreased during the period while interest paid on deposits increased
slightly during the same period.
Net interest income for the six months ended December 31, 2010, was $3.4 million, an increase of
$798,000, or 30.1%, in comparison to $2.6 million for the six months ended December 31, 2009. This
increase was primarily due to an increase of $656,000 in total interest income, and a decrease of
$142,000 in total interest expense. The increase in total interest income was primarily due to an
increase in interest income generated from loans of $1.5 million, partially offset by decreases in
interest income generated from mortgage-backed securities of $803,000. The cost of funds from
Federal Home Loan Bank borrowings decreased during this period while interest paid on deposit
increased slightly during the same period.
The Companys average interest rate spread was 3.31% and 3.38% for the three and six months ended
December 31, 2010, compared to 2.50% and 2.82% for the three and six months ended December 31,
2009. The Companys net interest margin was 3.65% and 3.72% for the three and six months ended
December 31, 2010, compared to 2.56% and 3.33% for the three and six months ended December 31,
2009. The increase in net interest margin and average interest rate spread is attributable
primarily to the increase in commercial loan volume and related income in conjunction with a
decrease in cost associated with deposits and advances from the Federal Home Loan Bank. While the
interest rate spread remained relatively stable, net interest income increased primarily due to the
increase in volume of average interest-earning assets.
Provision for Losses on Loans
Based on an analysis of historical experience, the volume and type of lending conducted by Home
Federal, the status of past due principal and interest payments, general economic conditions,
particularly as such conditions relate to Home Federals market area and other factors related to
the collectibility of Home Federals loan portfolio, a provision for loan losses of $151,000 and
$223,000 was made during the three and six months ended December 31, 2010, respectively, compared
to none made during the three and six months ended December 31, 2009. Home Federals allowance for
loan losses was $712,000, or 0.64% of total loans, at December 31, 2010 compared to $453,000, or
0.64%, of total loans at December 31, 2009. At December 31, 2010, Home Federal had two
non-performing loans in the amount of $113,000. At December 31, 2009, Home Federal had one
non-performing loan of $15,000 and no other non-performing assets or troubled-debt restructurings.
There can be no assurance that the loan loss allowance will be sufficient to cover losses on
non-performing assets in the future.
Non-interest Income
Total non-interest income amounted to $780,000 for the three months ended December 31, 2010,
compared to $285,000 for the same period in 2009. The increase was primarily due to an increase of
$366,000 in gain on sale of loans and an increase of $233,000 in other income for the three months
ended December 31, 2010, partially offset by a decrease of $104,000 in gain on sale of investments
for the same period compared to 2009. The increase in other non-interest income resulted primarily
from the reversal of previously accrued bank shares tax expense in the amount of $221,000.
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HOME FEDERAL BANCORP, INC. OF LOUISIANA
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Comparison of Operating Results for the Three and Six Month Periods Ended December 31, 2010 and
2009 (continued)
Total non-interest income increased $1.3 million to $1.6 million for the six months ended December
31, 2010, compared to $339,000 for the same period in 2009. The increase was primarily due to an
increase in gain on sale of securities of $125,000, an increase in gain on sale of loans of
$901,000 and an increase in other non-interest income of $249,000.
Non-interest Expense
Total non-interest expense increased $335,000, or 26.3%, for the three months ended December 31,
2010 compared to the prior year period. The increase in non-interest expense was primarily due to
an increase in compensation and benefits expense of $167,000, or 20.4%, over the prior year period
and an increase in other operating expenses of $168,000, or 36.7%.
Total non-interest expense increased $872,000, or 39.1%, for the six months ended December 31, 2010
compared to the prior year period. The increase was primarily due to an increase of $572,000 or
40.0%, in compensation and benefits expense and an increase in other operating expense of $300,000.
The increase in all non-interest expense categories for the three and six month periods ended
December 31, 2010 are primarily attributable to the hiring of new personnel and operating costs of
new and expanding commercial loan activities.
The increase in compensation and benefits expense was a result of normal compensation increases
including stock options and recognition and retention plan expense and the hiring of additional
commercial loan officers. Compensation expense recognized by the Company for its Stock Option and
Recognition and Retention Plans amounted to $6,000 and $15,000, respectively, for the three months
ended December 31, 2010 and 2009, and $28,000 and $29,000, respectively, for the six months ended
December 31, 2010 and 2009.
Effective January 1, 2006, the Company, through its subsidiary Home Federal Bank, became subject to
the Louisiana bank shares tax. This tax is assessed on the Banks equity and earnings. For the
three and six months ended December 31, 2010, the Company recognized franchise and bank shares tax
expense of $54,000 and $84,000, respectively.
Income Taxes
Income taxes amounted to $257,000 and $128,000 for the three months ended December 31, 2010 and
2009, respectively, resulting in effective tax rates of 34.0% for both periods. Income taxes
amounted to $589,000 and $258,000 for the six months ended December 31, 2010 and 2009,
respectively, resulting in an effective tax rate of 34.0% for both periods.
Liquidity and Capital Resources
Home Federal Bank maintains levels of liquid assets deemed adequate by management. The Bank
adjusts its liquidity levels to fund deposit outflows, repay its borrowings and to fund loan
commitments. Home Federal Bank also adjusts liquidity as appropriate to meet asset and liability
management objectives.
Home Federal Banks primary sources of funds are deposits, amortization and prepayment of loans and
mortgage-backed securities, maturities of investment securities and other short-term investments,
loan sales and earnings and funds provided from operations. While scheduled principal repayments
on loans and mortgage-backed securities are a relatively predictable source of funds, deposit flows
and loan prepayments are greatly influenced by general interest rates, economic conditions and
competition. The Bank sets the interest rates on its deposits to maintain a desired level of total
deposits. In addition, Home Federal Bank invests excess funds in short-term interest-earning
accounts and other assets, which provide liquidity to meet lending requirements. Home Federal
Banks deposit accounts with the Federal Home Loan Bank of Dallas amounted to $4.6 million at
December 31, 2010.
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HOME FEDERAL BANCORP, INC. OF LOUISIANA
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
Liquidity and Capital Resources (continued)
A significant portion of Home Federal Banks liquidity consists of securities classified as
available-for-sale and cash and cash equivalents. Home Federal Banks primary sources of cash are
net income, principal repayments on loans and mortgage-backed securities and increases in deposit
accounts. If Home Federal Bank requires funds beyond its ability to generate them internally,
borrowing agreements exist with the Federal Home Loan Bank of Dallas which provides an additional
source of funds. At December 31, 2010, Home Federal Bank had $26 million in advances from the
Federal Home Loan Bank of Dallas.
At December 31, 2010, Home Federal Bank had outstanding loan commitments of $8.2 million to
originate loans. At December 31, 2010, certificates of deposit scheduled to mature in less than
one year, totaled $36.8 million. Based on prior experience, management believes that a significant
portion of such deposits will remain with us, although there can be no assurance that this will be
the case. In addition, the cost of such deposits could be significantly higher upon renewal, in a
rising interest rate environment. Home Federal Bank intends to utilize its high levels of
liquidity to fund its lending activities. If additional funds are required to fund lending
activities, Home Federal Bank intends to sell its securities classified as available-for-sale as
needed.
Home Federal Bank is required to maintain regulatory capital sufficient to meet tangible, core and
risk-based capital ratios of at least 1.5%, 3.0% and 8.0%, respectively. At December 31, 2010,
Home Federal Bank exceeded each of its capital requirements with ratios of 18.98%, 18.98% and
38.45%, respectively.
Off-Balance Sheet Arrangements
At December 31, 2010, the Company did not have any off-balance sheet arrangements, as defined by
Securities and Exchange Commission rules.
Impact of Inflation and Changing Prices
The financial statements and related financial data presented herein have been prepared in
accordance with instructions to Form 10-Q, which require the measurement of financial position and
operating results in terms of historical dollars, without considering changes in relative
purchasing power over time due to inflation.
Unlike most industrial companies, virtually all of the Companys assets and liabilities are
monetary in nature. As a result, interest rates generally have a more significant impact on a
financial institutions performance than does the effect of inflation.
Forward-Looking Statements
This Form 10-Q contains certain forward-looking statements and information relating to the Company
that are based on the beliefs of management as well as assumptions made by and information
currently available to management. In addition, in those and other portions of this document, the
words anticipate, believe, estimate, except, intend, should and similar expressions, or
the negative thereof, as they relate to the Company or the Companys management, are intended to
identify forward-looking statements. Such statements reflect the current views of the Company with
respect to future looking events and are subject to certain risks, uncertainties and assumptions.
Should one or more of these risks or uncertainties materialize or should underlying assumptions
prove incorrect, actual results may vary from those described herein as anticipated, believed,
estimated, expected or intended. The Company does not intend to update these forward-looking
statements.
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HOME FEDERAL BANCORP, INC. OF LOUISIANA
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosures Controls and Procedures. Under the supervision and with the
participation of our management, including our Chief Executive Officer and our Chief Financial
Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934)
as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive
Officer and the Chief Financial Officer have concluded that, as of the end of the period covered by
this report, our disclosure controls and procedures are effective to ensure that information
required to be disclosed in the reports that the Company files or submits under the Securities
Exchange Act of 1934, is recorded, processed, summarized and reported within the applicable time
periods specified by the Securities and Exchange Commissions rules and forms.
Changes in Internal Control over Financial Reporting. There has been no change in the
Companys internal control over financial reporting during the Companys most recent fiscal quarter
that has materially affected, or is reasonably likely to materially affect, the Companys internal
control over financial reporting.
PART II
ITEM 1. LEGAL PROCEEDINGS
The Company is not involved in any pending legal proceedings other than routine legal proceedings
occurring in the ordinary course of business, which involve amounts in the aggregate believed by
management to be immaterial to the financial condition of the Company.
ITEM 1A. RISK FACTORS
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) Not applicable.
(b) On December 22, 2010, Home Federal Bancorp completed its stock offering in connection with
the second step conversion of Home Federal Mutual Holding Company of Louisiana. As part of the
conversion, Home Federal Bancorp, Inc. of Louisiana succeeded the former Home Federal Bancorp, Inc.
as the stock holding company of Home Federal Bank, and Home Federal Mutual Holding Company and the
former Home Federal Bancorp, Inc. ceased to exist. In the stock offering, a total of 1,945,220
shares representing Home Federal Mutual Holding Companys ownership interest in Home Federal
Bancorp were sold by Home Federal Bancorp, Inc. in a subscription offering, community offering and
syndicated offering. Pursuant to a registration statement on Form S-1 (No. 333-169230) which was
declared effective by the Securities and Exchange Commission on November 5, 2010, shares of Home
Federal Bancorp were sold for a purchase price of $10.00 per share. In addition, each share of Home
Federal Bancorp, Inc. common stock which was outstanding as of December 22, 2010 was exchanged for
exactly 0.9110 shares of Home Federal Bancorp, Inc. of Louisiana common stock or an aggregate of
1,100,693 shares were issued in exchange (cash was issued in lieu of fractional shares).
Stifel, Nicolaus & Company, Incorporated (Stifel) was engaged to assist in the marketing of the
common stock. For their services, Stifel received a management fee of $30,000 and a success fee
equal to 1% of the dollar amount of common stock sold in the subscription and community offerings
other than shares purchased by Home Federal Banks officers, directors, or employees (or members of
their immediate family), Home Federal Banks Employee Stock Ownership Plan Trust (ESOP),
tax-qualified or stock based compensation plans or similar plans created by
Home Federal Bank or Home Federal Bancorp for some or all of their directors or employees, for
which no fee was to be paid and a fee of 1.0% of the dollar amount of common stock sold in the
syndicated community Offering, which fee, plus the fee paid to selected dealers, which may include
Stifel, did not exceed 6.0%.
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HOME FEDERAL BANCORP, INC. OF LOUISIANA
Expenses related to the offering were approximately $1.2 million as of December 31, 2010, including
the expenses paid to Stifel described above, none of which were paid to officers or directors of
Home Federal Bancorp, Home Federal Bank or associates of such persons. Additional expenses related
to the offering, estimated to be some $225,000, are expected to be paid during the third quarter of
the June 2011 fiscal year. No underwriting discounts, commissions or finders fees were paid in
connection with the offering. Net proceeds of the offering were
approximately $18.3 million. As a
result of completion of the offering, 3,045,913 shares of Home Federal Bancorp common stock were
outstanding as of December 31, 2010.
Fifty percent of the net proceeds of the stock offering were contributed to Home Federal Bank.
Additionally, $1.2 million, an amount necessary to allow the ESOP to purchase 116,713 shares of
Home Federal Bancorp common stock at $10.00 per share, was loaned to the ESOP. All further proceeds
were retained at the holding company level for future capital needs.
Initially, both Home Federal Bancorp and Home Federal Bank have invested the net proceeds from the
stock offering in short-term investments and mortgage-backed and asset-backed securities until
these proceeds can be deployed for other purposes.
Home Federal Bancorps common stock is quoted on the Nasdaq Certified Market under the symbol
HFBL.
(c) Purchases of Equity Securities
The following table represents the repurchasing activity of the stock repurchase program
during the second quarter of fiscal 2011:
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 October 1, 2010 October 31, 2010 |
$ | | $ | | | 81,080 | ||||||||||
Month #2 November 1, 2010 November 30,
2010 |
| | | 81,080 | ||||||||||||
Month #3 December 1, 2010 December 31,
2010 |
| | | 0 | ||||||||||||
Total |
| | | 0 | ||||||||||||
Notes to this table: |
||
(a) | On August 26, 2008, the Company issued a press release announcing that the Board of Directors
authorized a stock repurchase program (the program) on August 13, 2008. |
|
(b) | The Company was authorized to repurchase 10% or 113,875 of the outstanding shares other than
shares held by Home Federal Mutual Holding Company, as adjusted for the 0.9110 exchange ratio. |
|
(c) | The stock repurchase program was cancelled effective December 22, 2010, the date of
completion of the Companys conversion and reorganization to a fully public stock holding
structure. |
23
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HOME FEDERAL BANCORP, INC. OF LOUISIANA
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. [REMOVED AND RESERVED]
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS
The following Exhibits are filed as part of this report:
No. | Description | |||
31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer |
|||
31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer |
|||
32.0 | Certification Pursuant to 18 U.S.C Section 1350 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
HOME FEDERAL BANCORP, INC. OF LOUISIANA |
||||
Date: February 14, 2011 | By: | /s/ Daniel R. Herndon | ||
Daniel R. Herndon | ||||
President and Chief Executive Officer | ||||
Date: February 14, 2011 | By: | /s/ Clyde D. Patterson | ||
Clyde D. Patterson | ||||
Executive Vice President and Chief Financial Officer (Principal Financial And Accounting Officer) |