##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year 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 001-34605
 
 OMNIAMERICAN BANCORP, INC.
  Maryland
    
    27-0983595(State or Other Jurisdiction of
    
    (I.R.S. Employer Identification No. )Incorporation or Organization)1320 S. University Drive, Fort Worth, Texas
    
    76107(Address of Principal Executive Offices)
    
    (Zip Code)
 (817) 367-4640  (Telephone Number, including Area Code)
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, par value $0.01 per share
    
    The NASDAQ Stock Market, LLC
 Securities registered pursuant to Section 12(g) of the Act: None
 o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE:
 Document
    
    Part of Form 10-KProxy Statement for the 2011 Annual Meeting of Stockholders of the Registrant
    
    Part III




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##### 



OmniAmerican Bancorp, Inc.
Annual Report on Form 10-K
For The Year Ended
December 31, 2010
 Table of Contents
 PART IITEM 1. Business
    
    
    1ITEM 1A. Risk Factors
    
    
    45ITEM 1B. Unresolved Staff Comments
    
    
    52ITEM 2. Properties
    
    
    52ITEM 3. Legal Proceedings
    
    
    53ITEM 4. Reserved
    
    
    53PART IIITEM 5. Market for Registrants Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
    
    
    54ITEM 6. Selected Financial Data
    
    
    56ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    58ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    74ITEM 8. Financial Statements and Supplementary Data
    
    
    78ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    128ITEM 9A. Controls and Procedures
    
    
    128ITEM 9B. Other Information
    
    
    130PART IIIITEM 10. Directors, Executive Officers, and Corporate Governance
    
    
    130ITEM 11. Executive Compensation
    
    
    130ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    130ITEM 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    130ITEM 14. Principal Accountant Fees and Services
    
    
    130PART IVITEM 15. Exhibits and Financial Statement Schedules
    
    
    131Signatures
    
    
    132Exhibit 31.1Exhibit 31.2Exhibit 32
   i




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##### Table of Contents



PART I
 
 ITEM 1.
    
    Business
 Forward Looking Statements
  
    
    statements of our goals, intentions, and expectations;
 
    
    statements regarding our business plans, prospects, growth, and operating
strategies;
 
    
    statements regarding the asset quality of our loan and investment portfolios; and
 
    
    estimates of our risks and future costs and benefits.
   
    
    general economic conditions, either nationally or in our market areas, that are
worse than expected;
 
    
    competition among depository and other financial institutions;
 
    
    inflation and changes in the interest rate environment that reduce our margins or
reduce the fair value of financial instruments;
 
    
    adverse changes in the securities markets;
 
    
    changes in laws or government regulations or policies affecting financial
institutions, including changes in regulatory fees and capital requirements;
 
    
    our ability to enter new markets successfully and capitalize on growth
opportunities;
 
    
    our ability to successfully integrate acquired entities, if any;
 
    
    changes in consumer spending, borrowing, and savings habits;
 
    
    changes in accounting policies and practices, as may be adopted by the bank
regulatory agencies, the Financial Accounting Standards Board, the Securities and
Exchange Commission, and the Public Company Accounting Oversight Board;
  1




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##### Table of Contents




    
    changes in our organization, compensation, and benefit plans;
 
    
    changes in our financial condition or results of operations that reduce capital
available to pay dividends;
 
    
    changes in the financial condition or future prospects of issuers of securities that
we own; and
 
    
    changes resulting from intense compliance and regulatory costs associated with the
Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) and
the pending elimination of the Office of Thrift Supervision as our primary regulator.
  OmniAmerican Bancorp, Inc.
   OmniAmerican Bank
  Available Information
   2




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##### Table of Contents



www.omniamerican.com.
 General
      Market Area
   3




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##### Table of Contents



Competition
   Lending Activities
   4




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##### Table of Contents



Loan Portfolio Composition.
 At December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Amount
    
    
    Percent
    
    
    Amount
    
    
    Percent
    
    
    Amount
    
    
    Percent
    
    
    Amount
    
    
    Percent
    
    
    Amount
    
    
    Percent(Dollars in thousands)Residential real estate loans:One- to four-family(1)
    
    $
    271,792
    
    
    
    40.60
    %
    
    $
    257,265
    
    
    
    36.35
    %
    
    $
    245,554
    
    
    
    33.96
    %
    
    $
    210,475
    
    
    
    29.60
    %
    
    $
    164,585
    
    
    
    22.52
    %Home equity(2)
    
    
    26,670
    
    
    
    3.98
    
    
    
    28,526
    
    
    
    4.03
    
    
    
    27,180
    
    
    
    3.76
    
    
    
    21,183
    
    
    
    2.98
    
    
    
    19,241
    
    
    
    2.63Commercial loans:Commercial real estate
    
    
    87,887
    
    
    
    13.13
    
    
    
    100,985
    
    
    
    14.27
    
    
    
    89,023
    
    
    
    12.31
    
    
    
    81,953
    
    
    
    11.53
    
    
    
    74,216
    
    
    
    10.16Real estate construction
    
    
    34,502
    
    
    
    5.15
    
    
    
    36,843
    
    
    
    5.20
    
    
    
    45,840
    
    
    
    6.34
    
    
    
    43,003
    
    
    
    6.05
    
    
    
    28,840
    
    
    
    3.95Commercial business
    
    
    48,733
    
    
    
    7.28
    
    
    
    59,325
    
    
    
    8.38
    
    
    
    50,975
    
    
    
    7.05
    
    
    
    34,884
    
    
    
    4.91
    
    
    
    11,616
    
    
    
    1.59Consumer loans:Automobile, indirect
    
    
    156,708
    
    
    
    23.41
    
    
    
    176,775
    
    
    
    24.98
    
    
    
    209,371
    
    
    
    28.95
    
    
    
    258,782
    
    
    
    36.39
    
    
    
    359,428
    
    
    
    49.19Automobile, direct
    
    
    24,523
    
    
    
    3.66
    
    
    
    28,722
    
    
    
    4.06
    
    
    
    34,824
    
    
    
    4.82
    
    
    
    37,687
    
    
    
    5.30
    
    
    
    45,252
    
    
    
    6.19Unsecured
    
    
    13,416
    
    
    
    2.00
    
    
    
    14,323
    
    
    
    2.02
    
    
    
    14,505
    
    
    
    2.00
    
    
    
    15,991
    
    
    
    2.25
    
    
    
    17,381
    
    
    
    2.38Other
    
    
    5,287
    
    
    
    0.79
    
    
    
    5,001
    
    
    
    0.71
    
    
    
    5,832
    
    
    
    0.81
    
    
    
    7,048
    
    
    
    0.99
    
    
    
    10,169
    
    
    
    1.39Total loans
    
    
    669,518
    
    
    
    100.00
    %
    
    
    707,765
    
    
    
    100.00
    %
    
    
    723,104
    
    
    
    100.00
    %
    
    
    711,006
    
    
    
    100.00
    %
    
    
    730,728
    
    
    
    100.00
    %Other items:Unearned fees and discounts, net
    
    
    (161
    )
    
    
    
    
    
    
    (1,310
    )
    
    
    
    
    
    
    940
    
    
    
    
    
    
    
    3,479
    
    
    
    
    
    
    
    5,168Allowance for loan losses
    
    
    (8,932
    )
    
    
    
    
    
    
    (8,328
    )
    
    
    
    
    
    
    (8,270
    )
    
    
    
    
    
    
    (7,386
    )
    
    
    
    
    
    
    (7,049
    )Total loans, net
    
    $
    660,425
    
    
    
    
    
    
    $
    698,127
    
    
    
    
    
    
    $
    715,774
    
    
    
    
    
    
    $
    707,099
    
    
    
    
    
    
    $
    728,847
 
 (1)
    
    Excludes loans held for sale of $861,000, $241,000, $160,000, $253,000, and $919,000 at
December 31, 2010, 2009, 2008, 2007, and 2006, respectively.(2)
    
    Included in home equity loans are home equity lines of credit totaling $886,000, $1.1
million, $1.9 million, $993,000, and $970,000 at December 31, 2010, 2009, 2008, 2007, and
2006, respectively.  5




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##### Table of Contents



Loan Portfolio Maturities and Yields.
 One- to Four-Family RealEstate
    
    
    Home Equity
    
    
    Commercial Real Estate
    
    
    Real Estate Construction
    
    
    Commercial BusinessWeighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageAmount
    
    
    Rate
    
    
    Amount
    
    
    Rate
    
    
    Amount
    
    
    Rate
    
    
    Amount
    
    
    Rate
    
    
    Amount
    
    
    Rate(Dollars in thousands)Due During the
Years Ending
December 31,2011
    
    $
    1,201
    
    
    
    5.82
    %
    
    $
    880
    
    
    
    3.67
    %
    
    $
    17,875
    
    
    
    6.55
    %
    
    $
    17,791
    
    
    
    5.98
    %
    
    $
    16,916
    
    
    
    6.37
    %2012
    
    
    166
    
    
    
    6.84
    
    
    
    165
    
    
    
    7.05
    
    
    
    12,369
    
    
    
    5.97
    
    
    
    8,948
    
    
    
    5.85
    
    
    
    3,237
    
    
    
    7.272013
    
    
    622
    
    
    
    5.95
    
    
    
    566
    
    
    
    6.55
    
    
    
    4,881
    
    
    
    4.89
    
    
    
    
    
    
    
    
    
    
    
    4,331
    
    
    
    6.092014 to 2015
    
    
    2,036
    
    
    
    6.42
    
    
    
    1,254
    
    
    
    6.52
    
    
    
    8,710
    
    
    
    5.86
    
    
    
    358
    
    
    
    6.25
    
    
    
    11,202
    
    
    
    4.712016 to 2020
    
    
    26,137
    
    
    
    5.13
    
    
    
    5,055
    
    
    
    6.64
    
    
    
    17,873
    
    
    
    6.01
    
    
    
    5,621
    
    
    
    6.37
    
    
    
    11,757
    
    
    
    7.142021 to 2025
    
    
    54,878
    
    
    
    4.83
    
    
    
    7,361
    
    
    
    7.22
    
    
    
    8,563
    
    
    
    6.51
    
    
    
    459
    
    
    
    6.18
    
    
    
    1,290
    
    
    
    6.892026 and beyond
    
    
    186,752
    
    
    
    6.24
    
    
    
    11,389
    
    
    
    6.74
    
    
    
    17,616
    
    
    
    6.42
    
    
    
    1,325
    
    
    
    5.43
    
    
    
    
    
    
    
    Total
    
    $
    271,792
    
    
    
    5.85
    %
    
    $
    26,670
    
    
    
    6.74
    %
    
    $
    87,887
    
    
    
    6.17
    %
    
    $
    34,502
    
    
    
    5.99
    %
    
    $
    48,733
    
    
    
    6.22
    %Automobile, Indirect
    
    
    Automobile, Direct
    
    
    Unsecured Consumer
    
    
    Other Consumer
    
    
    TotalWeighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageAmount
    
    
    Rate
    
    
    Amount
    
    
    Rate
    
    
    Amount
    
    
    Rate
    
    
    Amount
    
    
    Rate
    
    
    Amount
    
    
    Rate(Dollars in thousands)Due During the
Years Ending
December 31,2011
    
    $
    5,113
    
    
    
    6.94
    %
    
    $
    952
    
    
    
    7.60
    %
    
    $
    8,232
    
    
    
    6.73
    %
    
    $
    3,609
    
    
    
    3.60
    %
    
    $
    72,569
    
    
    
    6.24
    %2012
    
    
    12,073
    
    
    
    7.22
    
    
    
    3,150
    
    
    
    6.60
    
    
    
    1,348
    
    
    
    12.16
    
    
    
    189
    
    
    
    8.63
    
    
    
    41,645
    
    
    
    6.682013
    
    
    21,243
    
    
    
    6.83
    
    
    
    5,785
    
    
    
    6.07
    
    
    
    1,378
    
    
    
    12.88
    
    
    
    201
    
    
    
    8.81
    
    
    
    39,007
    
    
    
    6.602014 to 2015
    
    
    76,911
    
    
    
    7.57
    
    
    
    12,515
    
    
    
    5.61
    
    
    
    2,440
    
    
    
    13.52
    
    
    
    444
    
    
    
    9.76
    
    
    
    115,870
    
    
    
    7.052016 to 2020
    
    
    41,368
    
    
    
    7.62
    
    
    
    2,121
    
    
    
    5.23
    
    
    
    18
    
    
    
    13.28
    
    
    
    742
    
    
    
    9.48
    
    
    
    110,692
    
    
    
    6.582021 to 2025
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    102
    
    
    
    9.61
    
    
    
    72,653
    
    
    
    5.322026 and beyond
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    217,082
    
    
    
    6.28Total
    
    $
    156,708
    
    
    
    7.44
    %
    
    $
    24,523
    
    
    
    5.89
    %
    
    $
    13,416
    
    
    
    9.15
    %
    
    $
    5,287
    
    
    
    5.44
    %
    
    $
    669,518
    
    
    
    6.40
    %
  6




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##### Table of Contents



Due After December 31, 2011Fixed
    
    
    Adjustable
    
    
    Total(In thousands)Residential real estate loans:One- to four-family
    
    $
    228,165
    
    
    $
    42,426
    
    
    $
    270,591Home equity
    
    
    19,480
    
    
    
    6,310
    
    
    
    25,790Commercial loansCommercial real estate
    
    
    25,277
    
    
    
    44,735
    
    
    
    70,012Real estate construction
    
    
    3,852
    
    
    
    12,859
    
    
    
    16,711Commercial business
    
    
    9,422
    
    
    
    22,395
    
    
    
    31,817Consumer loans:Automobile, indirect
    
    
    151,595
    
    
    
    
    
    
    
    151,595Automobile, direct
    
    
    23,571
    
    
    
    
    
    
    
    23,571Unsecured
    
    
    5,184
    
    
    
    
    
    
    
    5,184Other
    
    
    1,678
    
    
    
    
    
    
    
    1,678Total loans
    
    $
    468,224
    
    
    $
    128,725
    
    
    $
    596,949
 One- to Four-Family Residential Real Estate Loans.
    7




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##### Table of Contents



8




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##### Table of Contents



Home Equity Loans and Lines of Credit
  9




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##### Table of Contents



Commercial Real Estate Loans.
 The Wall
Street Journal
   Real Estate Construction Loans.
  10




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##### Table of Contents



Commercial Business Loans . The Wall Street Journal .
   11




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##### Table of Contents



Consumer Lending
     12




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##### Table of Contents



The Wall Street Journal
   13




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##### Table of Contents



Loan Originations, Purchases, Sales, Participations, and Servicing.
     14




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##### Table of Contents



For the Year Ended December 31,2010
    
    
    2009
    
    
    2008(In thousands)Originations by type:Adjustable-rate:Residential real estate loans:One- to four-family
    
    $
    6,676
    
    
    $
    8,881
    
    
    $
    18,761Home equity
    
    
    3,739
    
    
    
    2,038
    
    
    
    2,207Commercial loans:Commercial real estate
    
    
    5,976
    
    
    
    3,246
    
    
    
    9,584Real estate construction
    
    
    9,886
    
    
    
    6,285
    
    
    
    16,819Commercial business
    
    
    6,814
    
    
    
    19,581
    
    
    
    6,148Consumer loans:Automobile, indirect
    
    
    
    
    
    
    
    
    
    
    Automobile, direct
    
    
    
    
    
    
    
    
    
    
    Unsecured
    
    
    80
    
    
    
    611
    
    
    
    610Other
    
    
    3,016
    
    
    
    2,880
    
    
    
    1,919Total adjustable-rate
    
    
    36,187
    
    
    
    43,522
    
    
    
    56,048Fixed-rate:Residential real estate loans:One- to four-family
    
    
    119,344
    
    
    
    137,873
    
    
    
    108,441Home equity
    
    
    2,078
    
    
    
    4,534
    
    
    
    8,422Commercial loans:Commercial real estate
    
    
    1,168
    
    
    
    7,628
    
    
    
    8,362Real estate construction
    
    
    1,502
    
    
    
    1,207
    
    
    
    415Commercial business
    
    
    2,049
    
    
    
    11,481
    
    
    
    8,042Consumer loans:Automobile, indirect
    
    
    58,333
    
    
    
    62,285
    
    
    
    79,029Automobile, direct
    
    
    10,912
    
    
    
    10,283
    
    
    
    16,223Unsecured
    
    
    3,409
    
    
    
    3,574
    
    
    
    3,427Other
    
    
    813
    
    
    
    529
    
    
    
    523Total fixed-rate
    
    
    199,608
    
    
    
    239,394
    
    
    
    232,884Total loans originated
    
    $
    235,795
    
    
    $
    282,916
    
    
    $
    288,932Purchases:Residential real estate loans:One- to four-family
    
    $
    130
    
    
    $
    14,722
    
    
    $
    33,372Home equity
    
    
    
    
    
    
    
    
    
    
    Commercial loans:Commercial real estate
    
    
    3,400
    
    
    
    4,794
    
    
    
    4,200Real estate construction
    
    
    
    
    
    
    
    
    
    
    2,000Commercial business
    
    
    978
    
    
    
    1,944
    
    
    
    38,472Consumer loans:Automobile, indirect
    
    
    
    
    
    
    
    
    
    
    Automobile, direct
    
    
    
    
    
    
    
    
    
    
    Unsecured and other
    
    
    
    
    
    
    
    
    
    
    Total loans purchased
    
    $
    4,508
    
    
    $
    21,460
    
    
    $
    78,044Sales and repayments:Residential real estate loans:One- to four-family
    
    $
    53,660
    
    
    $
    79,456
    
    
    $
    71,659Home equity
    
    
    
    
    
    
    
    
    
    
    Commercial loans:Commercial real estate
    
    
    
    
    
    
    
    
    
    
    Real estate construction
    
    
    
    
    
    
    
    
    
    
    Commercial business
    
    
    3,211
    
    
    
    4,517
    
    
    
    Consumer loans:Automobile, indirect
    
    
    
    
    
    
    
    
    
    
    Automobile, direct
    
    
    
    
    
    
    
    
    
    
    Unsecured and other
    
    
    
    
    
    
    
    
    
    
    Total loans sold
    
    $
    56,871
    
    
    $
    83,973
    
    
    $
    71,659Principal repayments
    
    $
    221,679
    
    
    $
    235,742
    
    
    $
    283,219Total reductions
    
    $
    278,550
    
    
    $
    319,715
    
    
    $
    354,878Increase (decrease) in other items, net
    
    $
    545
    
    
    $
    (2,308
    )
    
    $
    (3,423
    )Net (decrease) increase
    
    $
    (37,702
    )
    
    $
    (17,647
    )
    
    $
    8,675
  15




---



##### Table of Contents



Loan Approval Procedures and Authority
   Non-performing Assets, Problem Assets, and Potential Problem Loans
 th th st
     16




---



##### Table of Contents



Non-Performing Assets.
 At December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006(Dollars in thousands)Non-accrual loans:Residential real estate loans:One- to four-family
    
    $
    2,294
    
    
    $
    1,640
    
    
    $
    81
    
    
    $
    
    
    
    $
    Home equity
    
    
    230
    
    
    
    94
    
    
    
    
    
    
    
    
    
    
    
    Commercial loans:Commercial real estate
    
    
    5,587
    
    
    
    6,304
    
    
    
    5,272
    
    
    
    2,668
    
    
    
    Real estate construction
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Commercial business
    
    
    1,051
    
    
    
    
    
    
    
    107
    
    
    
    
    
    
    
    Consumer loans:Automobile, indirect
    
    
    78
    
    
    
    200
    
    
    
    240
    
    
    
    243
    
    
    
    280Automobile, direct
    
    
    11
    
    
    
    35
    
    
    
    1
    
    
    
    57
    
    
    
    81Unsecured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    Total non-accrual loans
    
    
    9,251
    
    
    
    8,273
    
    
    
    5,701
    
    
    
    2,972
    
    
    
    361Loans delinquent 90 days or greater and
still accruing:Residential real estate loans:One- to four-family
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Home equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Commercial loans:Commercial real estate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,938Real estate construction
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Commercial business
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Consumer loans:Automobile, indirect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Automobile, direct
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unsecured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total loans delinquent 90 days
or greater and still accruing
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,938Total non-performing loans
    
    
    9,251
    
    
    
    8,273
    
    
    
    5,701
    
    
    
    2,972
    
    
    
    3,299Other real estate owned and foreclosed
assets:Residential real estate loans:One- to four-family
    
    $
    2,316
    
    
    $
    671
    
    
    $
    
    
    
    $
    
    
    
    $
    Home equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Commercial loans:Commercial real estate
    
    
    12,477
    
    
    
    6,091
    
    
    
    488
    
    
    
    488
    
    
    
    488Real estate construction
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Commercial business
    
    
    
    
    
    
    25
    
    
    
    
    
    
    
    12
    
    
    
    Consumer loans:Automobile, indirect
    
    
    165
    
    
    
    218
    
    
    
    95
    
    
    
    228
    
    
    
    125Automobile, direct
    
    
    42
    
    
    
    24
    
    
    
    3
    
    
    
    8
    
    
    
    18Unsecured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total other real estate owned
and foreclosed assets
    
    
    15,000
    
    
    
    7,029
    
    
    
    586
    
    
    
    736
    
    
    
    631Total non-performing assets
    
    $
    24,251
    
    
    $
    15,302
    
    
    $
    6,287
    
    
    $
    3,708
    
    
    $
    3,930Ratios:Non-performing loans to total loans
    
    
    1.38
    %
    
    
    1.17
    %
    
    
    0.79
    %
    
    
    0.42
    %
    
    
    0.45
    %Non-performing assets to total assets
    
    
    2.19
    
    
    
    1.35
    
    
    
    0.59
    
    
    
    0.35
    
    
    
    0.37
  17




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##### Table of Contents



Delinquent Loans
 Loans Delinquent For60-89 Days
    
    
    90 Days and Over
    
    
    TotalNumber
    
    
    Amount
    
    
    Number
    
    
    Amount
    
    
    Number
    
    
    Amount(Dollars in thousands)At December 31, 2010Residential real estate loans:One- to four-family
    
    
    
    
    
    $
    
    
    
    
    7
    
    
    $
    2,294
    
    
    
    7
    
    
    $
    2,294Home equity
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    230
    
    
    
    1
    
    
    
    230Commercial loans:Commercial real estate
    
    
    1
    
    
    
    149
    
    
    
    2
    
    
    
    1,568
    
    
    
    3
    
    
    
    1,717Real estate construction
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Commercial business
    
    
    1
    
    
    
    359
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    359Consumer loans:Automobile, indirect
    
    
    15
    
    
    
    204
    
    
    
    9
    
    
    
    78
    
    
    
    24
    
    
    
    282Automobile, direct
    
    
    1
    
    
    
    9
    
    
    
    2
    
    
    
    11
    
    
    
    3
    
    
    
    20Unsecured
    
    
    5
    
    
    
    40
    
    
    
    
    
    
    
    
    
    
    
    5
    
    
    
    40Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total loans
    
    
    23
    
    
    $
    761
    
    
    
    21
    
    
    $
    4,181
    
    
    
    44
    
    
    $
    4,942At December 31, 2009Residential real estate loans:One- to four-family
    
    
    1
    
    
    $
    53
    
    
    
    11
    
    
    $
    1,640
    
    
    
    12
    
    
    $
    1,693Home equity
    
    
    2
    
    
    
    73
    
    
    
    1
    
    
    
    94
    
    
    
    3
    
    
    
    167Commercial loans:Commercial real estate
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    103
    
    
    
    1
    
    
    
    103Real estate construction
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Commercial business
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Consumer loans:Automobile, indirect
    
    
    30
    
    
    
    245
    
    
    
    11
    
    
    
    195
    
    
    
    41
    
    
    
    440Automobile, direct
    
    
    4
    
    
    
    6
    
    
    
    3
    
    
    
    30
    
    
    
    7
    
    
    
    36Unsecured
    
    
    12
    
    
    
    61
    
    
    
    
    
    
    
    
    
    
    
    12
    
    
    
    61Other
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    9
    
    
    
    2
    
    
    
    9Total loans
    
    
    49
    
    
    $
    438
    
    
    
    29
    
    
    $
    2,071
    
    
    
    78
    
    
    $
    2,509
  18




---



##### Table of Contents



Loans Delinquent For60-89 Days
    
    
    90 Days and Over
    
    
    TotalNumber
    
    
    Amount
    
    
    Number
    
    
    Amount
    
    
    Number
    
    
    Amount(Dollars in thousands)At December 31, 2008Residential real estate loans:One- to four-family
    
    
    1
    
    
    $
    101
    
    
    
    1
    
    
    $
    81
    
    
    
    2
    
    
    $
    182Home equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Commercial loans:Commercial real estate
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    5,272
    
    
    
    1
    
    
    
    5,272Real estate construction
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Commercial business
    
    
    1
    
    
    
    19
    
    
    
    2
    
    
    
    91
    
    
    
    3
    
    
    
    110Consumer loans:Automobile, indirect
    
    
    42
    
    
    
    457
    
    
    
    21
    
    
    
    240
    
    
    
    63
    
    
    
    697Automobile, direct
    
    
    4
    
    
    
    29
    
    
    
    1
    
    
    
    1
    
    
    
    5
    
    
    
    30Unsecured
    
    
    13
    
    
    
    74
    
    
    
    
    
    
    
    
    
    
    
    13
    
    
    
    74Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total loans
    
    
    61
    
    
    $
    680
    
    
    
    26
    
    
    $
    5,685
    
    
    
    87
    
    
    $
    6,365At December 31, 2007Residential real estate loans:One- to four-family
    
    
    1
    
    
    $
    164
    
    
    
    
    
    
    $
    
    
    
    
    1
    
    
    $
    164Home equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Commercial loans:Commercial real estate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Real estate construction
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Commercial business
    
    
    1
    
    
    
    25
    
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    25Consumer loans:Automobile, indirect
    
    
    34
    
    
    
    347
    
    
    
    21
    
    
    
    243
    
    
    
    55
    
    
    
    590Automobile, direct
    
    
    9
    
    
    
    74
    
    
    
    6
    
    
    
    57
    
    
    
    15
    
    
    
    131Unsecured
    
    
    16
    
    
    
    20
    
    
    
    1
    
    
    
    3
    
    
    
    17
    
    
    
    23Other
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    1
    
    
    
    1
    
    
    
    1Total loans
    
    
    61
    
    
    $
    630
    
    
    
    29
    
    
    $
    304
    
    
    
    90
    
    
    $
    934At December 31, 2006Residential real estate loans:One- to four-family
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    Home equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Commercial loans:Commercial real estate
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    2,938
    
    
    
    1
    
    
    
    2,938Real estate construction
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Commercial business
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Consumer loans:Automobile, indirect
    
    
    30
    
    
    
    357
    
    
    
    16
    
    
    
    280
    
    
    
    46
    
    
    
    637Automobile, direct
    
    
    10
    
    
    
    102
    
    
    
    7
    
    
    
    81
    
    
    
    17
    
    
    
    183Unsecured
    
    
    24
    
    
    
    37
    
    
    
    
    
    
    
    
    
    
    
    24
    
    
    
    37Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total loans
    
    
    64
    
    
    $
    496
    
    
    
    24
    
    
    $
    3,299
    
    
    
    88
    
    
    $
    3,795
  Real Estate Owned and Foreclosed Assets
  19




---



##### Table of Contents



Classification of Assets.
   Allowance for Loan Losses
    20




---



##### Table of Contents




    
    changes in portfolio composition, loan balances, and the maturities of various loan
types in the portfolio;
 
    
    changes in loan concentrations, borrower economic profiles, industries, location of
borrowers and loan collateral, particular loan products, loan classes and collateral
types;
 
    
    changes in the volume and trend of loan delinquencies and loans in non-accrual
status;
 
    
    the level of criticized and classified loans, as well as delinquency trends in the
loan portfolio and developments in significant individual loans identified as problem
loans;
 
    
    non-performing loans and non-performing assets, including trends in the aggregate
and developments in significant individual loan credits;
 
    
    historical trends of actual loan losses or charge-offs (net of recoveries) based on
volume and types of loans;
 
    
    specific issues brought to the attention of management citing weaknesses or
deficiencies in systems and procedures or any violations of our policies which may lead
to or create any undue risk to us; and
 
    
    significant recoveries or additions to the allowance for loan losses.
  
    
    a specific loss component which is the allowance for impaired loans as required by
Accounting Standards Codification (ASC) 310-10, Receivables, and
 
    
    a general loss component for all other loans not individually evaluated for
impairment but that, on a portfolio basis, are believed to have some inherent but
unidentified loss in accordance with ASC 450-10, Contingencies.
   21




---



##### Table of Contents




    
    changes in lending policies and procedures, including underwriting standards and
collection, charge-off, and recovery practices;
 
    
    changes in national and local economic and business conditions and developments,
including the condition of various market segments;
 
    
    changes in the nature and volume of the loan portfolio;
 
    
    changes in the experience, ability and depth of knowledge of the management of the
lending staff;
 
    
    changes in the trend of the volume and severity of past due and classified loans;
and trends in the volume of non-accrual loans, troubled debt restructurings, and other
loan modifications;
 
    
    changes in the quality of our loan review system and the degree of oversight by the
board of directors;
 
    
    the existence and effect of any concentrations of credit, and changes in the level
of such concentrations; and
 
    
    the effect of external factors such as competition and legal and regulatory
requirements on the level of estimated credit losses in our current portfolio.
    22




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##### Table of Contents



23




---



##### Table of Contents



At or For the Years Ended December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006(Dollars in thousands)Balance at beginning of year
    
    $
    8,328
    
    
    $
    8,270
    
    
    $
    7,386
    
    
    $
    7,049
    
    
    $
    4,792Charge-offs:Residential real estate loans:One- to four-family
    
    
    325
    
    
    
    183
    
    
    
    
    
    
    
    
    
    
    
    Home equity
    
    
    61
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Commercial loans:Commercial real estate
    
    
    3,635
    
    
    
    899
    
    
    
    
    
    
    
    51
    
    
    
    27Real estate construction
    
    
    
    
    
    
    556
    
    
    
    
    
    
    
    
    
    
    
    10Commercial business
    
    
    259
    
    
    
    665
    
    
    
    345
    
    
    
    946
    
    
    
    53Consumer loans:Automobile, indirect
    
    
    1,357
    
    
    
    2,187
    
    
    
    1,890
    
    
    
    2,026
    
    
    
    2,875Automobile, direct
    
    
    86
    
    
    
    137
    
    
    
    120
    
    
    
    45
    
    
    
    576Unsecured
    
    
    614
    
    
    
    975
    
    
    
    1,139
    
    
    
    1,242
    
    
    
    877Other
    
    
    129
    
    
    
    30
    
    
    
    26
    
    
    
    19
    
    
    
    130Total charge-offs
    
    
    6,466
    
    
    
    5,632
    
    
    
    3,520
    
    
    
    4,329
    
    
    
    4,548Recoveries:Residential real estate loans:One- to four-family
    
    
    3
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    21Home equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Commercial loans:Commercial real estate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1Real estate construction
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Commercial business
    
    
    30
    
    
    
    2
    
    
    
    18
    
    
    
    228
    
    
    
    2Consumer loans:Automobile, indirect
    
    
    139
    
    
    
    335
    
    
    
    296
    
    
    
    505
    
    
    
    466Automobile, direct
    
    
    18
    
    
    
    7
    
    
    
    8
    
    
    
    52
    
    
    
    184Unsecured
    
    
    173
    
    
    
    144
    
    
    
    256
    
    
    
    230
    
    
    
    17Other
    
    
    7
    
    
    
    
    
    
    
    1
    
    
    
    1
    
    
    
    1Total recoveries
    
    
    370
    
    
    
    490
    
    
    
    579
    
    
    
    1,016
    
    
    
    692Net charge-offs
    
    
    6,096
    
    
    
    5,142
    
    
    
    2,941
    
    
    
    3,313
    
    
    
    3,856Portfolio sales
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Provision for loan losses
    
    
    6,700
    
    
    
    5,200
    
    
    
    3,825
    
    
    
    3,650
    
    
    
    6,113Balance at end of year
    
    $
    8,932
    
    
    $
    8,328
    
    
    $
    8,270
    
    
    $
    7,386
    
    
    $
    7,049Ratios:Net charge-offs to average
loans outstanding
    
    
    0.89
    %
    
    
    0.71
    %
    
    
    0.40
    %
    
    
    0.46
    %
    
    
    0.52
    %Allowance for loan losses to
non-performing loans at end
of year
    
    
    96.55
    
    
    
    100.66
    
    
    
    145.06
    
    
    
    248.52
    
    
    
    213.67Allowance for loan losses to
total loans at end of year
    
    
    1.33
    
    
    
    1.18
    
    
    
    1.14
    
    
    
    1.04
    
    
    
    0.96
  24




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##### Table of Contents



Allocation of Allowance for Loan Losses.
 At December 31,2010
    
    
    2009
    
    
    2008Percent of
    
    
    
    
    
    
    Percent of
    
    
    
    
    
    
    Percent ofLoans in Each
    
    
    
    
    
    
    Loans in Each
    
    
    
    
    
    
    Loans in EachAllowance for
    
    
    Category to
    
    
    Allowance for
    
    
    Category to
    
    
    Allowance for
    
    
    Category toLoan Losses
    
    
    Total Loans
    
    
    Loan Losses
    
    
    Total Loans
    
    
    Loan Losses
    
    
    Total Loans(Dollars in thousands)Residential real estate loans:One- to four-family
    
    $
    1,207
    
    
    
    40.60
    %
    
    $
    1,341
    
    
    
    36.35
    %
    
    $
    936
    
    
    
    33.96
    %Home equity
    
    
    158
    
    
    
    3.98
    
    
    
    136
    
    
    
    4.03
    
    
    
    156
    
    
    
    3.76Commercial loans:Commercial real estate
    
    
    1,479
    
    
    
    13.13
    
    
    
    2,068
    
    
    
    14.27
    
    
    
    2,660
    
    
    
    12.31Real estate construction
    
    
    979
    
    
    
    5.15
    
    
    
    1,077
    
    
    
    5.20
    
    
    
    1,204
    
    
    
    6.34Commercial business
    
    
    2,443
    
    
    
    7.28
    
    
    
    855
    
    
    
    8.38
    
    
    
    744
    
    
    
    7.05Consumer loans:Automobile, indirect
    
    
    1,983
    
    
    
    23.41
    
    
    
    2,156
    
    
    
    24.98
    
    
    
    1,927
    
    
    
    28.95Automobile, direct
    
    
    310
    
    
    
    3.66
    
    
    
    350
    
    
    
    4.06
    
    
    
    320
    
    
    
    4.82Unsecured
    
    
    306
    
    
    
    2.00
    
    
    
    284
    
    
    
    2.02
    
    
    
    270
    
    
    
    2.00Other
    
    
    67
    
    
    
    0.79
    
    
    
    61
    
    
    
    0.71
    
    
    
    53
    
    
    
    0.81Total
    
    
    8,932
    
    
    
    100.00
    %
    
    
    8,328
    
    
    
    100.00
    %
    
    $
    8,270
    
    
    
    100.00
    %
 At December 31,2007
    
    
    2006Percent of
    
    
    
    
    
    
    Percent ofLoans in Each
    
    
    
    
    
    
    Loans in EachAllowance for
    
    
    Category to
    
    
    Allowance for
    
    
    Category toLoan Losses
    
    
    Total Loans
    
    
    Loan Losses
    
    
    Total Loans(Dollars in thousands)Residential real estate loans:One- to four-family
    
    $
    641
    
    
    
    29.60
    %
    
    $
    500
    
    
    
    22.52
    %Home equity
    
    
    63
    
    
    
    2.98
    
    
    
    58
    
    
    
    2.63Commercial loans:Commercial real estate
    
    
    3,455
    
    
    
    11.53
    
    
    
    725
    
    
    
    10.16Real estate construction
    
    
    301
    
    
    
    6.05
    
    
    
    282
    
    
    
    3.95Commercial business
    
    
    335
    
    
    
    4.91
    
    
    
    1,440
    
    
    
    1.59Consumer loans:Automobile, indirect
    
    
    1,966
    
    
    
    36.39
    
    
    
    2,867
    
    
    
    49.19Automobile, direct
    
    
    111
    
    
    
    5.30
    
    
    
    552
    
    
    
    6.19Unsecured
    
    
    493
    
    
    
    2.25
    
    
    
    481
    
    
    
    2.38Other
    
    
    21
    
    
    
    0.99
    
    
    
    144
    
    
    
    1.39Total
    
    $
    7,386
    
    
    
    100.00
    %
    
    $
    7,049
    
    
    
    100.00
    %
   25




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Investments
      26




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##### Table of Contents



Mortgage-Backed Securities.
      27




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##### Table of Contents



Trust Preferred Securities.
 Other Equity Securities.
 Investment Securities Portfolio.
 At December 31,2010
    
    
    2009
    
    
    2008Amortized
    
    
    
    
    
    
    Amortized
    
    
    
    
    
    
    AmortizedCost
    
    
    Fair Value
    
    
    Cost
    
    
    Fair Value
    
    
    Cost
    
    
    Fair Value(In thousands)Mortgage-backed securities:U.S. Government
sponsored
mortgage-backed
securities:Fannie Mae
    
    $
    90,239
    
    
    $
    92,231
    
    
    $
    67,474
    
    
    $
    70,102
    
    
    $
    97,722
    
    
    $
    100,100Freddie Mac
    
    
    59,104
    
    
    
    60,964
    
    
    
    60,948
    
    
    
    63,134
    
    
    
    79,004
    
    
    
    81,188Ginnie Mae
    
    
    1,335
    
    
    
    1,419
    
    
    
    1,668
    
    
    
    1,731
    
    
    
    2,099
    
    
    
    2,107Collateralized
mortgage obligations
    
    
    149,336
    
    
    
    150,792
    
    
    
    54,378
    
    
    
    55,148
    
    
    
    24,919
    
    
    
    25,180Private-label
collateralized mortgage
obligations
    
    
    3,349
    
    
    
    3,396
    
    
    
    5,513
    
    
    
    5,075
    
    
    
    8,407
    
    
    
    7,135Total
mortgage-backed
securities
    
    
    303,363
    
    
    
    308,802
    
    
    
    189,981
    
    
    
    195,190
    
    
    
    212,151
    
    
    
    215,710Trust preferred securities
    
    
    7,693
    
    
    
    3,920
    
    
    
    7,762
    
    
    
    5,604
    
    
    
    7,808
    
    
    
    6,275Municipal obligations
    
    
    
    
    
    
    
    
    
    
    4,595
    
    
    
    4,595
    
    
    
    5,290
    
    
    
    5,290Other equity securities
    
    
    5,000
    
    
    
    5,084
    
    
    
    5,000
    
    
    
    5,032
    
    
    
    3,000
    
    
    
    3,029Total
    
    $
    316,056
    
    
    $
    317,806
    
    
    $
    207,338
    
    
    $
    210,421
    
    
    $
    228,249
    
    
    $
    230,304
  28




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Portfolio Maturities and Yields.
 More than One Year
    
    
    More than Five YearsOne Year or Less
    
    
    through Five Years
    
    
    through Ten Years
    
    
    More than Ten Years
    
    
    Total SecuritiesWeighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    
    
    
    
    WeightedAmortized
    
    
    Average
    
    
    Amortized
    
    
    Average
    
    
    Amortized
    
    
    Average
    
    
    Amortized
    
    
    Average
    
    
    Amortized
    
    
    
    
    
    
    AverageCost
    
    
    Yield
    
    
    Cost
    
    
    Yield
    
    
    Cost
    
    
    Yield
    
    
    Cost
    
    
    Yield
    
    
    Cost
    
    
    Fair Value
    
    
    Yield(Dollars in thousands)Mortgage-backed securities:U.S. Government sponsored
mortgage-backed securities:Fannie Mae
    
    $
    
    
    
    
    
    %
    
    $
    983
    
    
    
    4.27
    %
    
    $
    25,960
    
    
    
    4.82
    %
    
    $
    63,296
    
    
    
    2.89
    %
    
    $
    90,239
    
    
    $
    92,231
    
    
    
    3.46
    %Freddie Mac
    
    
    
    
    
    
    
    
    
    
    359
    
    
    
    4.19
    
    
    
    21,150
    
    
    
    4.30
    
    
    
    37,595
    
    
    
    3.27
    
    
    
    59,104
    
    
    
    60,964
    
    
    
    3.64Ginnie Mae
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,335
    
    
    
    4.88
    
    
    
    1,335
    
    
    
    1,419
    
    
    
    4.88Collateralized mortgage
obligations
    
    
    
    
    
    
    
    
    
    
    2,210
    
    
    
    3.38
    
    
    
    4,244
    
    
    
    1.81
    
    
    
    142,882
    
    
    
    2.80
    
    
    
    149,336
    
    
    
    150,792
    
    
    
    2.78Private-label collateralized
mortgage obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    902
    
    
    
    4.53
    
    
    
    2,447
    
    
    
    5.33
    
    
    
    3,349
    
    
    
    3,396
    
    
    
    5.12Total mortgage-backed securities
    
    
    
    
    
    
    
    
    
    
    3,552
    
    
    
    3.71
    
    
    
    52,256
    
    
    
    4.36
    
    
    
    247,555
    
    
    
    2.93
    
    
    
    303,363
    
    
    
    308,802
    
    
    
    3.18Trust preferred securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,693
    
    
    
    1.59
    
    
    
    7,693
    
    
    
    3,920
    
    
    
    1.59Other equity securities
    
    
    5,000
    
    
    
    3.05
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    5,084
    
    
    
    3.05Total
    
    $
    5,000
    
    
    
    3.05
    %
    
    $
    3,552
    
    
    
    3.71
    %
    
    $
    52,256
    
    
    
    4.36
    %
    
    $
    255,248
    
    
    
    2.89
    %
    
    $
    316,056
    
    
    $
    317,806
    
    
    
    3.14
    %
  29




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##### Table of Contents



Sources of Funds
 General.
 Deposits.
    For the Year Ended
    
    
    For the Year Ended
    
    
    For the Year EndedDecember 31, 2010
    
    
    December 31, 2009
    
    
    December 31, 2008Weighted
    
    
    
    
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    AverageBalance
    
    
    Percent
    
    
    Rate
    
    
    Balance
    
    
    Percent
    
    
    Rate
    
    
    Balance
    
    
    Percent
    
    
    Rate(Dollars in thousands)Deposit type:Noninterest-bearing
demand
    
    $
    81,342
    
    
    
    10.16
    %
    
    
    
    %
    
    $
    73,798
    
    
    
    9.62
    %
    
    
    
    %
    
    $
    67,591
    
    
    
    9.14
    %
    
    
    
    %Interest-bearing demand
    
    
    74,069
    
    
    
    9.25
    
    
    
    0.36
    
    
    
    66,250
    
    
    
    8.64
    
    
    
    0.41
    
    
    
    62,176
    
    
    
    8.41
    
    
    
    0.59Savings accounts
    
    
    206,873
    
    
    
    25.83
    
    
    
    0.50
    
    
    
    197,394
    
    
    
    25.73
    
    
    
    0.68
    
    
    
    189,523
    
    
    
    25.62
    
    
    
    1.12Money market
    
    
    93,952
    
    
    
    11.73
    
    
    
    0.89
    
    
    
    87,032
    
    
    
    11.35
    
    
    
    1.11
    
    
    
    77,971
    
    
    
    10.54
    
    
    
    2.06Certificates of deposit
    
    
    344,681
    
    
    
    43.03
    
    
    
    2.12
    
    
    
    342,589
    
    
    
    44.66
    
    
    
    2.97
    
    
    
    342,315
    
    
    
    46.29
    
    
    
    4.09Total deposits
    
    $
    800,917
    
    
    
    100.00
    %
    
    
    1.31
    %
    
    $
    767,063
    
    
    
    100.00
    %
    
    
    1.84
    %
    
    $
    739,576
    
    
    
    100.00
    %
    
    
    2.69
    %
  30




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##### Table of Contents



AtDecember 31, 2010(In thousands)Three months or less
    
    $
    14,423Over three months through six months
    
    
    19,284Over six months through one year
    
    
    33,135Over one year to three years
    
    
    56,677Over three years
    
    
    13,443Total
    
    $
    136,962
 Borrowings.
 At or For the Years Ended December 31,2010
    
    
    2009
    
    
    2008(Dollars in thousands)Balance at end of period
    
    $
    41,000
    
    
    $
    66,400
    
    
    $
    169,900Average balance during period
    
    $
    54,009
    
    
    $
    117,547
    
    
    $
    169,026Maximum outstanding at any month end
    
    $
    66,400
    
    
    $
    159,900
    
    
    $
    189,650Weighted average interest rate at end of period
    
    
    3.62
    %
    
    
    3.54
    %
    
    
    4.20
    %Average interest rate during period
    
    
    3.72
    %
    
    
    4.05
    %
    
    
    4.21
    %
  At or For the Years Ended December 31,2010
    
    
    2009
    
    
    2008(Dollars in thousands)Balance at end of period
    
    $
    58,000
    
    
    $
    58,000
    
    
    $
    58,664Average balance during period
    
    $
    58,195
    
    
    $
    58,000
    
    
    $
    64,497Maximum outstanding at any month end
    
    $
    58,075
    
    
    $
    58,000
    
    
    $
    73,225Weighted average interest rate at end of period
    
    
    5.00
    %
    
    
    3.52
    %
    
    
    3.25
    %Average interest rate during period
    
    
    4.22
    %
    
    
    3.68
    %
    
    
    3.80
    %
 Subsidiary Activities
  Expense and Tax Allocation
   31




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##### Table of Contents



Personnel
  SUPERVISION AND REGULATION
 General
       32




---



##### Table of Contents



New Federal Legislation
     33




---



##### Table of Contents



Federal Banking Regulation
 Business Activities.
 Capital Requirements.
   Loans to One Borrower.
 Qualified Thrift Lender Test.
  34




---



##### Table of Contents



Capital Distributions.
 
    
    the total capital distributions for the applicable calendar year exceed the sum of
the savings banks net income for that year to date plus the savings banks retained
net income for the preceding two years;
 
    
    the savings bank would not be at least adequately capitalized following the
distribution;
 
    
    the distribution would violate any applicable statute, regulation, agreement, or
Office of Thrift Supervision-imposed condition; or
 
    
    the savings bank is not eligible for expedited treatment of its filings.
   
    
    the savings bank would be undercapitalized following the distribution;
 
    
    the proposed capital distribution raises safety and soundness concerns; or
 
    
    the capital distribution would violate a prohibition contained in any statute,
regulation, or agreement.
  Liquidity.
  35




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##### Table of Contents



Community Reinvestment Act and Fair Lending Laws.
 Transactions with Related Parties.
  (i)
    
    be made on terms that are substantially the same as, and follow credit
underwriting procedures that are not less stringent than, those prevailing for
comparable transactions with unaffiliated persons and that do not involve more than the
normal risk of repayment or present other unfavorable features; and
 (ii)
    
    not exceed certain limitations on the amount of credit extended to such
persons, individually and in the aggregate, which limits are based, in part, on the
amount of OmniAmerican Banks capital.
  Enforcement.
  36




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##### Table of Contents



Standards for Safety and Soundness.
 Regulatory Guidance to Subprime Lending.
 Prompt Corrective Action Regulations .
 
    
    well-capitalized (at least 5% leverage capital, 6% Tier 1 risk-based capital and 10%
total risk-based capital);
 
    
    adequately capitalized (at least 4% leverage capital, 4% Tier 1 risk-based capital
and 8% total risk-based capital);
 
    
    undercapitalized (less than 3% leverage capital, 4% Tier 1 risk-based capital and 8%
total risk-based capital);
 
    
    significantly undercapitalized (less than 3% leverage capital, 3% Tier 1 risk-based
capital and 6% total risk-based capital); and
 
    
    critically undercapitalized (less than 2% tangible capital).
  37




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##### Table of Contents



Recent Regulatory Developments.
  Insurance of Deposit Accounts.
   38




---



##### Table of Contents



U.S. Treasurys Troubled Asset Relief Program Capital Purchase Program.
  39




---



##### Table of Contents



Prohibitions Against Tying Arrangements .
 Federal Home Loan Bank System.
 Other Regulations
  
    
    Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers;
 
    
    Home Mortgage Disclosure Act, requiring financial institutions to provide
information to enable the public and public officials to determine whether a financial
institution is fulfilling its obligation to help meet the housing needs of the
community it serves;
 
    
    Equal Credit Opportunity Act, prohibiting discrimination on the basis of race,
creed, or other prohibited factors in extending credit;
 
    
    Fair Credit Reporting Act, governing the use and provision of information to credit
reporting agencies;
 
    
    Fair Debt Collection Act, governing the manner in which consumer debts may be
collected by collection agencies;
 
    
    Truth in Savings Act; and
 
    
    rules and regulations of the various federal agencies charged with the
responsibility of implementing such federal laws.
  40




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##### Table of Contents




    
    Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of
consumer financial records and prescribes procedures for complying with administrative
subpoenas of financial records;
 
    
    Electronic Funds Transfer Act and Regulation E promulgated thereunder, which govern
automatic deposits to and withdrawals from deposit accounts and customers rights and
liabilities arising from the use of automated teller machines and other electronic
banking services;
 
    
    Check Clearing for the 21st Century Act (also known as Check 21), which
gives substitute checks, such as digital check images and copies made from that
image, the same legal standing as the original paper check;
 
    
    The USA PATRIOT Act, which requires savings banks to, among other things, establish
broadened anti-money laundering compliance programs, and due diligence policies and
controls to ensure the detection and reporting of money laundering. Such required
compliance programs are intended to supplement existing compliance requirements that
also apply to financial institutions under the Bank Secrecy Act and the Office of
Foreign Assets Control regulations; and
 
    
    The Gramm-Leach-Bliley Act, which places limitations on the sharing of consumer
financial information by financial institutions 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 institutions privacy policy and provide such customers the opportunity to
opt out of the sharing of certain personal financial information with unaffiliated
third parties.
 Holding Company Regulation
 General
 Permissible Activities.
  41




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##### Table of Contents



(i)
    
    the approval of interstate supervisory acquisitions by savings and loan holding
companies; and
 (ii)
    
    the acquisition of a savings institution in another state if the laws of the
state of the target savings institution specifically permit such acquisition.
  Capital.
 Source of Strength.
 Dividends.
  42




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##### Table of Contents



Federal Securities Laws
   Sarbanes-Oxley Act of 2002
  TAXATION
 Federal Taxation
 General.
 Method of Accounting .
  43




---



##### Table of Contents



Minimum Tax.
 Net Operating Loss Carryovers.
 Corporate Dividends.
 Audit of Tax Returns.
 State Taxation
   44




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##### Table of Contents



ITEM 1A.
    
    Risk Factors
 Our loan portfolio has greater risk than those of many savings banks due to the substantial number
of automobile and other consumer loans in our portfolio.
   A portion of our loan portfolio consists of loans made to persons with impaired credit or with
reduced documentation, which presents greater risk of loss or delinquency.
    45




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##### Table of Contents



Our loan portfolio has more risk due to the recent change in our lending emphasis, which has
resulted in a greater percentage of new one- to four-family residential real estate loans.
  We have increased our levels of non-residential real estate loans and commercial business loans,
which has increased our exposure to credit risk.
   46




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##### Table of Contents



Protecting our business from identity theft and the theft of other customer data increases our cost
of operations. To the extent that we, or our third party providers, are unable to prevent the loss
of customer information, our operations may become disrupted and our net income may be adversely
affected.
     47




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##### Table of Contents



We could record future impairment losses on our holdings of investment securities. We may not
receive full future interest payments on these securities.
  If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings will
decrease.
   Future changes in interest rates could reduce our profits.
  
    
    the interest income we earn on our interest-earning assets, such as loans and
securities; and
 
    
    the interest expense we incur on our interest-bearing liabilities, such as deposits
and borrowings.
  48




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##### Table of Contents



Negative developments in the financial industry and the domestic and international credit markets
may adversely affect our operations and results.
   49




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##### Table of Contents



Strong competition within our market areas may limit our growth and profitability.
  Financial reform legislation recently enacted by Congress will, among other things, eliminate the
Office of Thrift Supervision, tighten capital standards, create a new Consumer Financial Protection
Bureau and result in new laws and regulations that are expected to increase our costs of
operations.
   50




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##### Table of Contents



We operate in a highly regulated environment and may be adversely affected by changes in laws and
regulations.
   51




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##### Table of Contents



ITEM 1B.
    
    Unresolved Staff Comments
  
 ITEM 2.
    
    Properties
  Leased or
    
    Year Acquired orAddress
    
    Owned
    
    LeasedMain Office:1320 South University Dr. 
Fort Worth, TX 76107
    
    Owned
    
    2004Full Service Branches:1320 South University Dr. 
Fort Worth, TX 76107
    
    Owned
    
    2006NAS/JRB FW Building 1870
Fort Worth, TX 76127
    
    Leased (1)
    
    19687800 White Settlement Road 
Fort Worth, TX 76108
    
    Owned
    
    19911616 W. Northwest Highway

Grapevine, TX 76051
    
    Leased (2)
    
    20051401 W. Walnut Hill Lane

Irving, TX 75038
    
    Owned
    
    19902311 West Euless Boulevard

Euless, TX 76040
    
    Owned
    
    1992950 West Arbrook Boulevard

Arlington, TX 76015
    
    Owned
    
    19991000 Pennsylvania Avenue

Fort Worth, TX 76104
    
    Owned
    
    19956001 Bryant Irvin Road

Fort Worth, TX 76132
    
    Owned
    
    19962330 East Rosedale Street

Fort Worth, TX 76105
    
    Owned
    
    1996
  52




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##### Table of Contents



Leased or
    
    Year Acquired orAddress
    
    Owned
    
    Leased318 South Main 
Weatherford, TX 76086
    
    Owned
    
    20038024 Denton Highway

Watauga, TX 76148
    
    Owned
    
    20021030 East Highway 377

Suite 138

Granbury, TX 76048
    
    Leased (3)
    
    20021204 W. Henderson Road

Cleburne, TX 76033
    
    Owned
    
    20032341 Justin Road

Flower Mound, TX 75028
    
    Leased (4)
    
    2009
 
 (1)
    
    Lease on a month-to-month basis.(2)
    
    Lease expires in 2015.(3)
    
    Lease expires in 2013.(4)
    
    Lease expires in 2019. 
 ITEM 3.
    
    Legal Proceedings
  
 ITEM 4.
    
    Reserved
  53




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##### Table of Contents



PART II
 
 ITEM 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
  DividendsHigh
    
    
    Low
    
    
    DeclaredYear Ended December 31, 2010Fourth Quarter
    
    $
    13.75
    
    
    $
    11.31
    
    
    
    Third Quarter
    
    $
    11.73
    
    
    $
    11.00
    
    
    
    Second Quarter
    
    $
    11.95
    
    
    $
    11.11
    
    
    
    First Quarter
    
    $
    12.35
    
    
    $
    10.12
    
    
    
    
      54




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##### Table of Contents



Period Ending1/21/10
    
    
    2/28/10
    
    
    4/30/10
    
    
    6/30/10
    
    
    8/31/10
    
    
    10/31/10
    
    
    12/31/10OmniAmerican Bancorp, Inc.
    
    
    100.00
    
    
    
    92.07
    
    
    
    99.41
    
    
    
    95.27
    
    
    
    93.84
    
    
    
    98.82
    
    
    
    114.35S&P 500
    
    
    100.00
    
    
    
    99.18
    
    
    
    106.82
    
    
    
    93.15
    
    
    
    95.18
    
    
    
    107.61
    
    
    
    114.82SNL Bank and Thrift
    
    
    100.00
    
    
    
    100.94
    
    
    
    114.27
    
    
    
    94.75
    
    
    
    88.83
    
    
    
    93.47
    
    
    
    107.00
   55




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##### Table of Contents



ITEM 6.
    
    Selected Financial Data
  At December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006(In thousands)Selected Consolidated Financial Condition Data:Total assets
    
    $
    1,108,419
    
    
    $
    1,133,927
    
    
    $
    1,067,914
    
    
    $
    1,051,021
    
    
    $
    1,062,874Cash and cash equivalents
    
    
    24,597
    
    
    
    140,144
    
    
    
    41,242
    
    
    
    19,036
    
    
    
    98,317Securities available for sale, at fair value
    
    
    317,806
    
    
    
    210,421
    
    
    
    230,304
    
    
    
    244,585
    
    
    
    150,904Other investments
    
    
    3,060
    
    
    
    3,850
    
    
    
    10,014
    
    
    
    10,065
    
    
    
    9,715Loans receivable, net
    
    
    660,425
    
    
    
    698,127
    
    
    
    715,774
    
    
    
    707,099
    
    
    
    728,847Bank-owned life insurance
    
    
    20,078
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Foreclosed assets, net
    
    
    207
    
    
    
    267
    
    
    
    98
    
    
    
    248
    
    
    
    143Other real estate owned
    
    
    14,793
    
    
    
    6,762
    
    
    
    488
    
    
    
    488
    
    
    
    488Deposits
    
    
    801,158
    
    
    
    909,966
    
    
    
    739,846
    
    
    
    729,895
    
    
    
    794,152Federal Home Loan Bank of Dallas advances
    
    
    41,000
    
    
    
    66,400
    
    
    
    169,900
    
    
    
    156,900
    
    
    
    128,900Other secured borrowings
    
    
    58,000
    
    
    
    58,000
    
    
    
    58,664
    
    
    
    66,156
    
    
    
    41,168Total stockholders equity
    
    
    198,627
    
    
    
    91,156
    
    
    
    89,329
    
    
    
    88,722
    
    
    
    88,861
 For the Years Ended December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006(In thousands)Selected Consolidated Operating Data:Interest income
    
    $
    52,847
    
    
    $
    53,715
    
    
    $
    57,696
    
    
    $
    54,915
    
    
    $
    52,010Interest expense
    
    
    13,903
    
    
    
    19,674
    
    
    
    27,677
    
    
    
    29,688
    
    
    
    25,521Net interest income
    
    
    38,944
    
    
    
    34,041
    
    
    
    30,019
    
    
    
    25,227
    
    
    
    26,489Provision for loan losses
    
    
    6,700
    
    
    
    5,200
    
    
    
    3,825
    
    
    
    3,650
    
    
    
    6,113Net interest income after provision for loan losses
    
    
    32,244
    
    
    
    28,841
    
    
    
    26,194
    
    
    
    21,577
    
    
    
    20,376Noninterest income
    
    
    13,699
    
    
    
    16,463
    
    
    
    16,269
    
    
    
    17,569
    
    
    
    17,325Noninterest expense
    
    
    44,001
    
    
    
    43,757
    
    
    
    41,077
    
    
    
    42,433
    
    
    
    45,957Income (loss) before income tax expense (benefit)
    
    
    1,942
    
    
    
    1,547
    
    
    
    1,386
    
    
    
    (3,287
    )
    
    
    (8,256
    )Income tax expense (benefit)(1)
    
    
    285
    
    
    
    892
    
    
    
    742
    
    
    
    (1,115
    )
    
    
    (7,332
    )Net income (loss)
    
    $
    1,657
    
    
    $
    655
    
    
    $
    644
    
    
    $
    (2,172
    )
    
    $
    (924
    )
 
 (1)
    
    Until its conversion to a federally chartered mutual savings bank on January 1,
2006, OmniAmerican Bank was a credit union, and generally exempt from federal and state
income taxes. As a result of the change in tax status on January 1, 2006, OmniAmerican
Bank recorded a deferred tax asset in the amount of $6.1 million, as well as a related
tax benefit of $4.5 million. The following table provides a reconciliation to pro
forma net income for the year ended December 31, 2006, had OmniAmerican Bank been
subject to federal and state income taxes prior to 2006: For the Year EndedDecember 31, 2006(In thousands)Historical net loss
    
    $
    (924
    )Less: tax benefit
    
    
    4,541Pro forma net loss
    
    $
    (5,465
    )
  56




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##### Table of Contents



At or For the Years Ended December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Selected Consolidated Financial Ratios and Other Data:Performance Ratios:Return (loss) on average assets (ratio of net income
(loss) to average total assets)
    
    
    0.15
    %
    
    
    0.06
    %
    
    
    0.06
    %
    
    
    (0.21
    )%
    
    
    (0.09
    )%Return (loss) on average equity (ratio of net income
(loss) to average equity)
    
    
    0.86
    %
    
    
    0.72
    %
    
    
    0.72
    %
    
    
    (2.46
    )%
    
    
    (1.00
    )%Interest rate spread(1)
    
    
    3.45
    %
    
    
    3.29
    %
    
    
    2.74
    %
    
    
    2.38
    %
    
    
    2.58
    %Net interest margin (2)
    
    
    3.77
    %
    
    
    3.51
    %
    
    
    3.02
    %
    
    
    2.70
    %
    
    
    2.77
    %Efficiency ratio(3)
    
    
    83.58
    %
    
    
    86.64
    %
    
    
    88.74
    %
    
    
    99.15
    %
    
    
    104.89
    %Noninterest expense to average total assets
    
    
    3.94
    %
    
    
    4.18
    %
    
    
    3.82
    %
    
    
    4.17
    %
    
    
    4.38
    %Average interest-earning assets to average
interest-bearing liabilities
    
    
    124.05
    %
    
    
    111.49
    %
    
    
    109.88
    %
    
    
    110.08
    %
    
    
    107.33
    %Average equity to average total assets
    
    
    17.17
    %
    
    
    8.73
    %
    
    
    8.32
    %
    
    
    8.68
    %
    
    
    8.84
    %Basic earnings per share (4)
    
    $
    0.14
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ADiluted earnings per share (4)
    
    $
    0.14
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AAsset Quality Ratios:Non-performing assets to total assets
    
    
    2.19
    %
    
    
    1.35
    %
    
    
    0.59
    %
    
    
    0.35
    %
    
    
    0.37
    %Non-performing loans to total loans
    
    
    1.38
    %
    
    
    1.17
    %
    
    
    0.79
    %
    
    
    0.42
    %
    
    
    0.45
    %Allowance for loan losses to non-performing loans
    
    
    96.55
    %
    
    
    100.66
    %
    
    
    145.06
    %
    
    
    248.52
    %
    
    
    213.67
    %Allowance for loan losses to total loans
    
    
    1.33
    %
    
    
    1.18
    %
    
    
    1.14
    %
    
    
    1.04
    %
    
    
    0.96
    %Net charge-offs to average loans outstanding
    
    
    0.89
    %
    
    
    0.71
    %
    
    
    0.40
    %
    
    
    0.46
    %
    
    
    0.52
    %Consolidated Capital Ratios:Total capital (to risk-weighted assets)
    
    
    27.91
    %
    
    
    12.03
    %
    
    
    11.73
    %
    
    
    11.66
    %
    
    
    11.74
    %Tier I capital (to risk-weighted assets)
    
    
    26.89
    %
    
    
    11.01
    %
    
    
    10.73
    %
    
    
    10.68
    %
    
    
    10.83
    %Tier I capital (to total assets)
    
    
    17.40
    %
    
    
    7.35
    %
    
    
    7.71
    %
    
    
    7.76
    %
    
    
    7.95
    %Other Data:Number of full service offices
    
    
    15
    
    
    
    16
    
    
    
    17
    
    
    
    17
    
    
    
    17Full-time equivalent employees
    
    
    307
    
    
    
    330
    
    
    
    345
    
    
    
    338
    
    
    
    387
 
 (1)
    
    The interest rate spread represents the difference between the weighted-average yield on
interest-earning assets and the weighted-average cost of interest-bearing liabilities for the
year.(2)
    
    The net interest margin represents net interest income as a percent of average
interest-earning assets for the year.(3)
    
    The efficiency ratio represents noninterest expense divided by the sum of net interest income
and noninterest income.(4)
    
    Calculated from the effective date of January 20, 2010.  57




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##### Table of Contents



ITEM 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of
Operations
  Overview
    Business Strategy
  Diversifying our loan portfolio by emphasizing the origination of one- to four-family
residential real estate loans, commercial real estate loans, and commercial business loans.
  58




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##### Table of Contents



Continuing conservative underwriting guidelines and aggressive monitoring of our loan
portfolio in order to maintain asset quality
 Emphasizing lower cost core deposits to reduce the funding costs of our loan growth.
 Managing interest rate risk.
  59




---



##### Table of Contents



Implementing a controlled growth strategy.
  Critical Accounting Policies
  Allowance for Loan Losses.
  
    
    loans that we evaluate individually for impairment pursuant to ASC 310-10,
Receivables, and
 
    
    groups of loans with similar risk characteristics that we evaluate collectively for
impairment pursuant to ASC 450-10, Contingencies.
   60




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##### Table of Contents



Impairment of Investment Securities.
 Defined Benefit Retirement Plan.
  Income Taxes. 
  61




---



##### Table of Contents



Comparison of Financial Condition at December 31, 2010 and 2009
 Assets.
 Cash and Cash Equivalents.
 Securities.
 Loans.
  62




---



##### Table of Contents



Allowance for Loan Losses.
  Bank-Owned Life Insurance.
 Deposits.
  63




---



##### Table of Contents



Borrowings.
 Stockholders Equity.
 Comparison of Operating Results for the Years Ended December 31, 2010 and 2009
 General
 Interest Income
    64




---



##### Table of Contents



Interest Expense
   Net Interest Income
 Provision for Loan Losses
  65




---



##### Table of Contents



Noninterest Income
 Noninterest Expense
 Income Tax Expense
  66




---



##### Table of Contents



Comparison of Operating Results for the Years Ended December 31, 2009 and 2008
 General
 Interest Income
   Interest Expense
  67




---



##### Table of Contents



Net Interest Income
 Provision for Loan Losses
  Noninterest Income
  68




---



##### Table of Contents



Noninterest Expense
 Income Tax Expense
  69




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##### Table of Contents



Average Balances and Yields
  For the Years Ended December 31,2010
    
    
    2009
    
    
    2008Average
    
    
    
    
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    
    
    
    
    AverageOutstanding
    
    
    
    
    
    
    Yield/
    
    
    Outstanding
    
    
    
    
    
    
    Yield/
    
    
    Outstanding
    
    
    
    
    
    
    Yield/Balance
    
    
    Interest
    
    
    Rate
    
    
    Balance
    
    
    Interest
    
    
    Rate
    
    
    Balance
    
    
    Interest
    
    
    Rate(Dollars in thousands)Interest-earning assets:Loans
    
    $
    686,341
    
    
    $
    42,330
    
    
    
    6.17
    %
    
    $
    722,143
    
    
    $
    44,702
    
    
    
    6.19
    %
    
    $
    731,999
    
    
    $
    45,111
    
    
    
    6.16
    %Taxable investment securities available for
sale
    
    
    315,551
    
    
    
    10,398
    
    
    
    3.30
    
    
    
    197,331
    
    
    
    8,737
    
    
    
    4.43
    
    
    
    242,551
    
    
    
    12,061
    
    
    
    4.97Nontaxable investment securities available
for sale
    
    
    3,093
    
    
    
    31
    
    
    
    1.00
    (1)
    
    
    5,112
    
    
    
    111
    
    
    
    2.17
    (1)
    
    
    520
    
    
    
    23
    
    
    
    4.42
    (1)Cash and cash equivalents
    
    
    23,220
    
    
    
    66
    
    
    
    0.28
    
    
    
    37,581
    
    
    
    66
    
    
    
    0.18
    
    
    
    9,359
    
    
    
    199
    
    
    
    2.13Other
    
    
    3,590
    
    
    
    22
    
    
    
    0.61
    
    
    
    6,456
    
    
    
    99
    
    
    
    1.53
    
    
    
    10,525
    
    
    
    302
    
    
    
    2.87Total interest-earning assets
    
    
    1,031,795
    
    
    
    52,847
    
    
    
    5.12
    
    
    
    968,623
    
    
    
    53,715
    
    
    
    5.55
    
    
    
    994,954
    
    
    
    57,696
    
    
    
    5.80Noninterest-earning assets
    
    
    85,850
    
    
    
    
    
    
    
    
    
    
    
    78,690
    
    
    
    
    
    
    
    
    
    
    
    79,384Total assets
    
    $
    1,117,645
    
    
    
    
    
    
    
    
    
    
    $
    1,047,313
    
    
    
    
    
    
    
    
    
    
    $
    1,074,338Interest-bearing liabilities:Interest-bearing demand
    
    $
    74,069
    
    
    $
    265
    
    
    
    0.36
    %
    
    $
    66,250
    
    
    $
    268
    
    
    
    0.40
    %
    
    $
    62,176
    
    
    $
    367
    
    
    
    0.59
    %Savings accounts
    
    
    206,873
    
    
    
    1,032
    
    
    
    0.50
    
    
    
    197,394
    
    
    
    1,344
    
    
    
    0.68
    
    
    
    189,523
    
    
    
    2,119
    
    
    
    1.12Money market accounts
    
    
    93,952
    
    
    
    836
    
    
    
    0.89
    
    
    
    87,032
    
    
    
    970
    
    
    
    1.11
    
    
    
    77,971
    
    
    
    1,608
    
    
    
    2.06Certificates of deposit
    
    
    344,680
    
    
    
    7,302
    
    
    
    2.12
    
    
    
    342,589
    
    
    
    10,189
    
    
    
    2.97
    
    
    
    342,315
    
    
    
    14,011
    
    
    
    4.09Total interest-bearing deposits
    
    
    719,574
    
    
    
    9,435
    
    
    
    1.31
    
    
    
    693,265
    
    
    
    12,771
    
    
    
    1.84
    
    
    
    671,985
    
    
    
    18,105
    
    
    
    2.69Federal Home Loan Bank advances
    
    
    54,009
    
    
    
    2,010
    
    
    
    3.72
    
    
    
    117,547
    
    
    
    4,763
    
    
    
    4.05
    
    
    
    169,026
    
    
    
    7,123
    
    
    
    4.21Other secured borrowings
    
    
    58,195
    
    
    
    2,458
    
    
    
    4.22
    
    
    
    58,000
    
    
    
    2,140
    
    
    
    3.69
    
    
    
    64,497
    
    
    
    2,449
    
    
    
    3.80Total interest-bearing liabilities
    
    
    831,778
    
    
    
    13,903
    
    
    
    1.67
    
    
    
    868,812
    
    
    
    19,674
    
    
    
    2.26
    
    
    
    905,508
    
    
    
    27,677
    
    
    
    3.06Noninterest-bearing liabilities(2)
    
    
    94,002
    
    
    
    
    
    
    
    
    
    
    
    87,115
    
    
    
    
    
    
    
    
    
    
    
    79,449Total liabilities
    
    
    925,780
    
    
    
    
    
    
    
    
    
    
    
    955,927
    
    
    
    
    
    
    
    
    
    
    
    984,957Equity
    
    
    191,865
    
    
    
    
    
    
    
    
    
    
    
    91,386
    
    
    
    
    
    
    
    
    
    
    
    89,381Total liabilities and equity
    
    $
    1,117,645
    
    
    
    
    
    
    
    
    
    
    $
    1,047,313
    
    
    
    
    
    
    
    
    
    
    $
    1,074,338Net interest income
    
    
    
    
    
    $
    38,944
    
    
    
    
    
    
    
    
    
    
    $
    34,041
    
    
    
    
    
    
    
    
    
    
    $
    30,019Interest rate spread (3)
    
    
    
    
    
    
    
    
    
    
    3.45
    %
    
    
    
    
    
    
    
    
    
    
    3.29
    %
    
    
    
    
    
    
    
    
    
    
    2.74
    %Net interest-earning assets (4)
    
    $
    200,017
    
    
    
    
    
    
    
    
    
    
    $
    99,811
    
    
    
    
    
    
    
    
    
    
    $
    89,446Net interest margin (5)
    
    
    
    
    
    
    
    
    
    
    3.77
    %
    
    
    
    
    
    
    
    
    
    
    3.51
    %
    
    
    
    
    
    
    
    
    
    
    3.02
    %Average interest-earning assets to
interest-bearing liabilities
    
    
    124.05
    %
    
    
    
    
    
    
    
    
    
    
    111.49
    %
    
    
    
    
    
    
    
    
    
    
    109.88
    %
 
 (1)
    
    The tax equivalent yield of nontaxable investment securities was 1.52%, 3.29%, and 6.70%
for the years ended December 31, 2010, 2009, and 2008, respectively, assuming a marginal tax
rate of 34%.(2)
    
    Includes noninterest-bearing deposits.(3)
    
    Interest rate spread represents the difference between the yield on average interest-earning
assets and the cost of average interest-bearing liabilities.(4)
    
    Net interest-earning assets represent total interest-earning assets less total
interest-bearing liabilities.(5)
    
    Net interest margin represents net interest income divided by average total interest-earning
assets.  70




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##### Table of Contents



Rate/Volume Analysis
  Years Ended December 31,
    
    
    Years Ended December 31,2010 vs.  2009
    
    
    2009 vs.  2008Increase (Decrease)
    
    
    Total
    
    
    Increase (Decrease)
    
    
    TotalDue to
    
    
    Increase
    
    
    Due to
    
    
    IncreaseVolume
    
    
    Rate
    
    
    (Decrease)
    
    
    Volume
    
    
    Rate
    
    
    (Decrease)(In thousands)Interest-earning assets:Loans
    
    $
    (2,216
    )
    
    $
    (156
    )
    
    $
    (2,372
    )
    
    $
    (607
    )
    
    $
    198
    
    
    $
    (409
    )Taxable investment securities available for sale
    
    
    5,234
    
    
    
    (3,573
    )
    
    
    1,661
    
    
    
    (2,249
    )
    
    
    (1,075
    )
    
    
    (3,324
    )Nontaxable investment securities available for sale
    
    
    (44
    )
    
    
    (36
    )
    
    
    (80
    )
    
    
    203
    
    
    
    (115
    )
    
    
    88Cash and cash equivalents
    
    
    (25
    )
    
    
    25
    
    
    
    
    
    
    
    600
    
    
    
    (733
    )
    
    
    (133
    )Other
    
    
    (44
    )
    
    
    (33
    )
    
    
    (77
    )
    
    
    (116
    )
    
    
    (87
    )
    
    
    (203
    )Total interest-earning assets
    
    $
    2,905
    
    
    $
    (3,773
    )
    
    $
    (868
    )
    
    $
    (2,169
    )
    
    $
    (1,812
    )
    
    $
    (3,981
    )Interest-bearing liabilities:Interest-bearing demand
    
    $
    32
    
    
    $
    (35
    )
    
    $
    (3
    )
    
    $
    24
    
    
    $
    (123
    )
    
    $
    (98
    )Savings accounts
    
    
    65
    
    
    
    (377
    )
    
    
    (312
    )
    
    
    88
    
    
    
    (863
    )
    
    
    (775
    )Money market accounts
    
    
    77
    
    
    
    (211
    )
    
    
    (134
    )
    
    
    187
    
    
    
    (825
    )
    
    
    (638
    )Certificates of deposit
    
    
    62
    
    
    
    (2,949
    )
    
    
    (2,887
    )
    
    
    11
    
    
    
    (3,833
    )
    
    
    (3,822
    )Total interest-bearing deposits
    
    
    236
    
    
    
    (3,572
    )
    
    
    (3,336
    )
    
    
    310
    
    
    
    (5,644
    )
    
    
    (5,334
    )Federal Home Loan Bank advances
    
    
    (2,575
    )
    
    
    (178
    )
    
    
    (2,753
    )
    
    
    (2,169
    )
    
    
    (191
    )
    
    
    (2,360
    )Other secured borrowings
    
    
    7
    
    
    
    311
    
    
    
    318
    
    
    
    (247
    )
    
    
    (62
    )
    
    
    (309
    )Total interest-bearing liabilities
    
    $
    (2,332
    )
    
    $
    (3,439
    )
    
    $
    (5,771
    )
    
    $
    (2,106
    )
    
    $
    (5,897
    )
    
    $
    (8,003
    )Change in net interest income
    
    $
    5,237
    
    
    $
    (334
    )
    
    $
    4,903
    
    
    $
    (63
    )
    
    $
    4,085
    
    
    $
    4,022
 Liquidity and Capital Resources
   71




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(i)
    
    expected loan demand;(ii)
    
    expected deposit flows;(iii)
    
    yields available on interest-earning deposits and securities; and(iv)
    
    the objectives of our asset/liability management program.
         72




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Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
 Commitments.
 Contractual Obligations.
  Payments Due by PeriodMore than
    
    
    More thanOne year or
    
    
    one year to
    
    
    three years to
    
    
    More thanless
    
    
    three years
    
    
    five years
    
    
    five years
    
    
    Total(In thousands)Contractual obligations:Long-term debt (1)
    
    $
    19,000
    
    
    $
    71,000
    
    
    $
    9,000
    
    
    $
    
    
    
    $
    99,000Operating leases
    
    
    456
    
    
    
    937
    
    
    
    787
    
    
    
    1,210
    
    
    
    3,390Certificates of deposit
    
    
    194,077
    
    
    
    122,840
    
    
    
    25,994
    
    
    
    52
    
    
    
    342,963Total contractual obligations
    
    $
    213,533
    
    
    $
    194,777
    
    
    $
    35,781
    
    
    $
    1,262
    
    
    $
    445,353Off-balance sheet loan commitments:Undisbursed portion of loans closed
    
    $
    3,528
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    3,528Unused lines of credit (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,104Total loan commitments
    
    $
    3,528
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    23,632Total contractual obligations and
loan commitments
    
    $
    217,061
    
    
    $
    194,777
    
    
    $
    35,781
    
    
    $
    1,262
    
    
    $
    468,985
 
 (1)
    
    Includes Federal Home Loan Bank advances and securities sold under agreements to repurchase.(2)
    
    Since lines of credit may expire without being drawn upon, the total commitment amount does
not necessarily represent future cash requirements.  73




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Recent Accounting Pronouncements
  Impact
of Inflation and Changing Prices
  
 ITEM 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
 Management of Market Risk
 General
   (i)
    
    sell the long-term, fixed-rate one- to four-family residential real estate
loans (terms greater than 15 years) that we originate into the secondary mortgage
market;
 (ii)
    
    lengthen the weighted average maturity of our liabilities through retail
deposit pricing strategies and through longer-term wholesale funding sources such as
fixed-rate advances from the Federal Home Loan Bank of Dallas;
 (iii)
    
    invest in shorter- to medium-term securities;
  74




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##### Table of Contents



(iv)
    
    originate commercial business and consumer loans, which tend to have shorter
terms and higher interest rates than residential real estate loans, and which generate
customer relationships that can result in larger noninterest-bearing demand deposit
accounts; and
 (v)
    
    maintain adequate levels of capital.
  Net Portfolio Value .
  75




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##### Table of Contents



At December 31, 2010NPV as a Percentage of
    
    
    Net Interest IncomeChange in
    
    
    
    
    
    
    
    
    
    
    
    
    
    Present Value of Assets(3)
    
    
    
    
    
    
    Increase (Decrease) inInterest Rates
    
    
    
    
    
    Estimated Increase
    
    
    
    
    
    
    Increase
    
    
    Estimated
    
    
    Estimated Net Interest(basis points)
    
    Estimated
    
    
    (Decrease) in NPV
    
    
    
    
    
    
    (Decrease)
    
    
    Net Interest
    
    
    Income(1)
    
    NPV(2)
    
    
    Amount
    
    
    Percent
    
    
    NPV Ratio(4)
    
    
    (basis points)
    
    
    Income
    
    
    Amount
    
    
    Percent(Dollars in thousands)+300
    
    $
    166,054
    
    
    $
    (38,469
    )
    
    
    (18.81
    )%
    
    
    15.15
    %
    
    
    (254
    )
    
    $
    36,888
    
    
    $
    (2,570
    )
    
    
    (6.51
    )%+200
    
    
    181,629
    
    
    
    (22,894
    )
    
    
    (11.19
    )%
    
    
    16.24
    %
    
    
    (145
    )
    
    
    38,221
    
    
    
    (1,237
    )
    
    
    (3.13
    )%+100
    
    
    194,780
    
    
    
    (9,743
    )
    
    
    (4.76
    )%
    
    
    17.11
    %
    
    
    (58
    )
    
    
    38,980
    
    
    
    (478
    )
    
    
    (1.21
    )%0
    
    
    204,523
    
    
    
    
    
    
    
    
    
    
    
    17.69
    %
    
    
    
    
    
    
    39,458
    
    
    
    
    
    
    
    -100
    
    
    213,176
    
    
    
    8,653
    
    
    
    4.23
    %
    
    
    18.20
    %
    
    
    51
    
    
    
    37,746
    
    
    
    (1,712
    )
    
    
    (4.34
    )%
 
 (1)
    
    Assumes an instantaneous uniform change in interest rates at all maturities.(2)
    
    NPV is the discounted present value of expected cash flows from assets, liabilities, and
off-balance sheet contracts.(3)
    
    Present value of assets represents the discounted present value of incoming cash flows on
interest-earning assets.(4)
    
    NPV Ratio represents NPV divided by the present value of assets.   76




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##### Table of Contents



Net Interest Income.
   77




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##### Table of Contents



ITEM 8.
    
    Financial Statements and Supplementary Data
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF
OMNIAMERICAN BANCORP, INC. AND SUBSIDIARY
 Report of Independent Registered Public Accounting Firm
    
    
    79Consolidated Balance Sheets at December 31, 2010 and 2009
    
    
    80Consolidated Statements of Income for the years ended December 31, 2010, 2009, and 2008
    
    
    81Consolidated Statements of Changes in Stockholders Equity for the years ended
December 31, 2010, 2009, and 2008
    
    
    82Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009, and 2008
    
    
    83Notes to Consolidated Financial Statements
    
    
    84
  78




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
    Internal Control  Integrated
Framework
  
  79




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##### Table of Contents



OmniAmerican Bancorp, Inc. and Subsidiary
 
 Consolidated Balance Sheets
(In thousands)
 December 31,2010
    
    
    2009ASSETSCash and due from financial institutions
    
    $
    12,842
    
    
    $
    14,729Short-term interest-earning deposits in other financial institutions
    
    
    11,755
    
    
    
    125,415Total cash and cash equivalents
    
    
    24,597
    
    
    
    140,144Investments:Securities available for sale (Amortized cost of $316,056 on December 31,
2010 and $207,338 on December 31, 2009)
    
    
    317,806
    
    
    
    210,421Other
    
    
    3,060
    
    
    
    3,850Loans held for sale
    
    
    861
    
    
    
    241Loans, net of deferred fees and discounts
    
    
    669,357
    
    
    
    706,455Less allowance for loan losses
    
    
    (8,932
    )
    
    
    (8,328
    )Loans, net
    
    
    660,425
    
    
    
    698,127Premises and equipment, net
    
    
    47,665
    
    
    
    50,951Bank-owned life insurance
    
    
    20,078
    
    
    
    Other real estate owned
    
    
    14,793
    
    
    
    6,762Mortgage servicing rights
    
    
    1,242
    
    
    
    1,168Deferred tax asset, net
    
    
    6,935
    
    
    
    7,514Accrued interest receivable
    
    
    3,469
    
    
    
    3,523Other assets
    
    
    7,488
    
    
    
    11,226Total assets
    
    $
    1,108,419
    
    
    $
    1,133,927LIABILITIES AND STOCKHOLDERS EQUITYDeposits:Noninterest-bearing
    
    $
    74,583
    
    
    $
    75,628Interest-bearing
    
    
    726,575
    
    
    
    834,338Total deposits
    
    
    801,158
    
    
    
    909,966Federal Home Loan Bank advances
    
    
    41,000
    
    
    
    66,400Other secured borrowings
    
    
    58,000
    
    
    
    58,000Accrued expenses and other liabilities
    
    
    9,634
    
    
    
    8,405Total liabilities
    
    
    909,792
    
    
    
    1,042,771Commitments and contingenciesStockholders equity:Common stock, par value $0.01 per share; 100,000 shares authorized;
11,902,500 shares issued and outstanding at December 31, 2010
    
    
    119
    
    
    
    Additional paid-in capital
    
    
    115,470
    
    
    
    Unallocated Employee Stock Ownership Plan (ESOP) shares; 914,112 shares
at December 31, 2010
    
    
    (9,141
    )
    
    
    Retained earnings
    
    
    92,212
    
    
    
    90,555Accumulated other comprehensive income (loss):Unrealized gain on securities available for sale, net of income taxes
    
    
    1,155
    
    
    
    2,035Unrealized loss on pension plan, net of income taxes
    
    
    (1,188
    )
    
    
    (1,434
    )Total accumulated other comprehensive (loss) income
    
    
    (33
    )
    
    
    601Total stockholders equity
    
    
    198,627
    
    
    
    91,156Total liabilities and stockholders equity
    
    $
    1,108,419
    
    
    $
    1,133,927
   80




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##### Table of Contents



OmniAmerican Bancorp, Inc. and Subsidiary
 
 Consolidated Statements of Income
(In thousands)
 Year Ended December 31,2010
    
    
    2009
    
    
    2008Interest income:Loans, including fees
    
    $
    42,330
    
    
    $
    44,702
    
    
    $
    45,111Securities  taxable
    
    
    10,486
    
    
    
    8,902
    
    
    
    12,536Securities  nontaxable
    
    
    31
    
    
    
    111
    
    
    
    49Total interest income
    
    
    52,847
    
    
    
    53,715
    
    
    
    57,696Interest expense:Deposits
    
    
    9,435
    
    
    
    12,771
    
    
    
    18,105Borrowed funds
    
    
    4,468
    
    
    
    6,903
    
    
    
    9,572Total interest expense
    
    
    13,903
    
    
    
    19,674
    
    
    
    27,677Net interest income
    
    
    38,944
    
    
    
    34,041
    
    
    
    30,019Provision for loan losses
    
    
    6,700
    
    
    
    5,200
    
    
    
    3,825Net interest income after provision for loan losses
    
    
    32,244
    
    
    
    28,841
    
    
    
    26,194Noninterest income:Service charges and other fees
    
    
    10,309
    
    
    
    10,735
    
    
    
    12,650Net gains on sales and calls of securities available for sale
    
    
    464
    
    
    
    2,516
    
    
    
    121Net gains on sales of loans
    
    
    1,309
    
    
    
    1,527
    
    
    
    1,197Net losses on sales of repossessed assets
    
    
    (90
    )
    
    
    (74
    )
    
    
    (22
    )Net gains on sales of fixed assets
    
    
    5
    
    
    
    5
    
    
    
    7Commissions
    
    
    631
    
    
    
    781
    
    
    
    1,166Increase in cash surrender value of bank-owned life insurance
    
    
    78
    
    
    
    
    
    
    
    Other income
    
    
    993
    
    
    
    973
    
    
    
    1,150Total noninterest income
    
    
    13,699
    
    
    
    16,463
    
    
    
    16,269Noninterest expense:Salaries and benefits
    
    
    21,058
    
    
    
    21,051
    
    
    
    19,261Software and equipment maintenance
    
    
    2,888
    
    
    
    2,979
    
    
    
    2,183Depreciation of furniture, software and equipment
    
    
    3,159
    
    
    
    3,684
    
    
    
    3,515FDIC insurance
    
    
    1,585
    
    
    
    2,138
    
    
    
    822Real estate owned expense
    
    
    1,039
    
    
    
    212
    
    
    
    Service fees
    
    
    665
    
    
    
    902
    
    
    
    898Communications costs
    
    
    832
    
    
    
    962
    
    
    
    985Other operations expense
    
    
    3,803
    
    
    
    3,587
    
    
    
    4,309Occupancy
    
    
    3,806
    
    
    
    4,067
    
    
    
    4,104Professional and outside services
    
    
    4,015
    
    
    
    3,204
    
    
    
    4,281Loan servicing
    
    
    290
    
    
    
    429
    
    
    
    276Marketing
    
    
    861
    
    
    
    542
    
    
    
    443Total noninterest expense
    
    
    44,001
    
    
    
    43,757
    
    
    
    41,077Income before income tax expense
    
    
    1,942
    
    
    
    1,547
    
    
    
    1,386Income tax expense
    
    
    285
    
    
    
    892
    
    
    
    742Net income
    
    $
    1,657
    
    
    $
    655
    
    
    $
    644Earnings per share:Basic
    
    $
    0.14
    (1)
    
    
    N/A
    
    
    
    N/ADiluted
    
    $
    0.14
    (1)
    
    
    N/A
    
    
    
    N/A
 (1)
    
    Calculated from the effective date of January 20, 2010 (the closing date of the
offering)   81




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##### Table of Contents



OmniAmerican Bancorp, Inc. and Subsidiary
 
 Consolidated Statements of Changes in Stockholders Equity
(Dollars in thousands, except share data)
 AccumulatedAdditional
    
    
    Unallocated
    
    
    
    
    
    
    Other
    
    
    TotalCommon
    
    
    Paid-in
    
    
    ESOP
    
    
    Retained
    
    
    Comprehensive
    
    
    StockholdersStock
    
    
    Capital
    
    
    Shares
    
    
    Earnings
    
    
    Income (Loss)
    
    
    EquityBalances at January 1, 2008
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    89,256
    
    
    $
    (534
    )
    
    $
    88,722Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    644
    
    
    
    
    
    
    
    644Change in fair value of securities available for sale, net of
reclassification to earnings of $(121) and income tax effect of $(365)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    708
    
    
    
    708Change in unrealized loss on pension plan, net of income tax effect of $384
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (745
    )
    
    
    (745
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    607Balances at December 31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    89,900
    
    
    
    (571
    )
    
    
    89,329Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    655
    
    
    
    
    
    
    
    655Change in fair value of securities available for sale, net of
reclassification to earnings of $(2,516) and income tax effect of $(350)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    678
    
    
    
    678Change in unrealized loss on pension plan, net of income tax effect of $(254)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    494
    
    
    
    494Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,827Balances at December 31, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    90,555
    
    
    
    601
    
    
    
    91,156Issuance of 11,902,500 shares of common stock, net of offering costs
    
    
    119
    
    
    
    115,407
    
    
    
    (9,522
    )
    
    
    
    
    
    
    
    
    
    
    106,004ESOP shares allocated
    
    
    
    
    
    
    63
    
    
    
    381
    
    
    
    
    
    
    
    
    
    
    
    444Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,657
    
    
    
    
    
    
    
    1,657Change in fair value of securities available for sale, net of
reclassification to earnings of $(464) and income tax effect of $453
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (880
    )
    
    
    (880
    )Change in unrealized loss on pension plan, net of income tax effect of $(126)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    246
    
    
    
    246Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,023Balances at December 31, 2010
    
    $
    119
    
    
    $
    115,470
    
    
    $
    (9,141
    )
    
    $
    92,212
    
    
    $
    (33
    )
    
    $
    198,627
   82




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##### Table of Contents



OmniAmerican Bancorp, Inc. and Subsidiary
 
 Consolidated Statements of Cash Flows
(In thousands)
 Year Ended December 31,2010
    
    
    2009
    
    
    2008Cash flows from operating activities:Net income
    
    $
    1,657
    
    
    $
    655
    
    
    $
    644Adjustments to reconcile net income to net cash provided by
(used in) operating activities:Depreciation and amortization
    
    
    4,813
    
    
    
    5,313
    
    
    
    5,079Provision for loan losses
    
    
    6,700
    
    
    
    5,200
    
    
    
    3,825Amortization of net premium on investments
    
    
    4,948
    
    
    
    719
    
    
    
    448Amortization of mortgage servicing rights
    
    
    393
    
    
    
    370
    
    
    
    34Deferred tax provision
    
    
    906
    
    
    
    288
    
    
    
    333Net gain on sale of securities available for sale
    
    
    (464
    )
    
    
    (2,516
    )
    
    
    (121
    )Net gain on sales of loans
    
    
    (1,309
    )
    
    
    (1,540
    )
    
    
    (1,175
    )Net gain on disposition of premises and equipment
    
    
    (5
    )
    
    
    (5
    )
    
    
    (7
    )Proceeds from sales of loans held for sale
    
    
    13,836
    
    
    
    13,608
    
    
    
    7,288Loans originated for sale
    
    
    (14,456
    )
    
    
    (13,689
    )
    
    
    (7,195
    )Net loss on write-down of other real estate owned
    
    
    128
    
    
    
    212
    
    
    
    Net loss (gain) on sale of other real estate owned
    
    
    90
    
    
    
    86
    
    
    
    (3
    )Increase in cash surrender value of bank-owned life insurance
    
    
    (78
    )
    
    
    
    
    
    
    Federal Home Loan Bank stock dividends
    
    
    (15
    )
    
    
    (19
    )
    
    
    (220
    )ESOP compensation expense
    
    
    444
    
    
    
    
    
    
    
    Changes in operating assets and liabilities:Accrued interest receivable
    
    
    54
    
    
    
    398
    
    
    
    (38
    )Other assets
    
    
    3,285
    
    
    
    (9,335
    )
    
    
    (887
    )Accrued interest payable and other liabilities
    
    
    1,601
    
    
    
    (1,022
    )
    
    
    829Net cash provided by (used in) operating activities
    
    
    22,528
    
    
    
    (1,277
    )
    
    
    8,834Cash flows from investing activities:Securities available for sale:Purchases
    
    
    (243,468
    )
    
    
    (106,123
    )
    
    
    (73,612
    )Proceeds from sales
    
    
    20,109
    
    
    
    62,330
    
    
    
    40,809Proceeds from maturities, calls and principal repayments
    
    
    110,157
    
    
    
    66,501
    
    
    
    47,830Purchase of bank owned life insurance
    
    
    (20,000
    )
    
    
    
    
    
    
    Purchases of other investments
    
    
    (122
    )
    
    
    (10
    )
    
    
    (1,518
    )Redemptions of other investments
    
    
    927
    
    
    
    6,193
    
    
    
    1,789Purchases of loans held for investment
    
    
    (4,508
    )
    
    
    (21,460
    )
    
    
    (78,044
    )Net (increase) decrease in loans held for investment
    
    
    (18,596
    )
    
    
    (45,614
    )
    
    
    1,003Proceeds from sales of loans held for investment
    
    
    44,343
    
    
    
    71,906
    
    
    
    65,547Purchases of premises and equipment
    
    
    (1,528
    )
    
    
    (2,095
    )
    
    
    (6,123
    )Proceeds from sales of premises and equipment
    
    
    6
    
    
    
    12
    
    
    
    61Proceeds from sales of other real estate owned
    
    
    2,809
    
    
    
    2,583
    
    
    
    171Net cash (used in) provided by investing activities
    
    
    (109,871
    )
    
    
    34,223
    
    
    
    (2,087
    )Cash flows from financing activities:Net (decrease) increase in deposits
    
    
    (108,808
    )
    
    
    170,120
    
    
    
    9,951Net (decrease) increase in Federal Home Loan Bank advances
    
    
    (25,400
    )
    
    
    (103,500
    )
    
    
    13,000Net decrease in other secured borrowings
    
    
    
    
    
    
    (664
    )
    
    
    (7,492
    )Proceeds from issuance of common stock
    
    
    106,004
    
    
    
    
    
    
    
    Net cash (used in) provided by financing activities
    
    
    (28,204
    )
    
    
    65,956
    
    
    
    15,459Net (decrease) increase in cash and cash equivalents
    
    
    (115,547
    )
    
    
    98,902
    
    
    
    22,206Cash and cash equivalents, beginning of year
    
    
    140,144
    
    
    
    41,242
    
    
    
    19,036Cash and cash equivalents, end of year
    
    $
    24,597
    
    
    $
    140,144
    
    
    $
    41,242Supplemental cash flow information:Interest paid
    
    $
    13,825
    
    
    $
    20,662
    
    
    $
    27,672Income taxes (refunded) paid
    
    $
    (126
    )
    
    $
    354
    
    
    $
    193Non-cash transactions:Loans transferred to other real estate owned
    
    $
    11,072
    
    
    $
    9,155
    
    
    $
    168Loans transferred to foreclosed assets
    
    $
    3,421
    
    
    $
    4,699
    
    
    $
    1,682See Notes to Consolidated Financial Statements.
  83




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OmniAmerican Bancorp, Inc. and Subsidiary
 
 Notes to Consolidated Financial Statements
 (Dollars in thousands)
 NOTE 1  Summary of Significant Accounting and Reporting Policies
 Nature of Operations and Basis of Presentation
    Use of Estimates
  Segment Reporting
  Cash and Cash Equivalents and Concentrations
    84




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##### Table of Contents



OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
 Investment Securities
    Loans Held for Sale
  Loans
    85




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##### Table of Contents



OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
   Income Recognition on Impaired and Non-accrual Loans
   Allowance for Loan Losses
     86




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##### Table of Contents



OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
  Premises and Equipment
  Bank-Owned Life Insurance
  Other Real Estate Owned and Foreclosed Assets
    87




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##### Table of Contents



OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
 Mortgage Servicing Rights
   Transfers of Financial Assets
  Income Taxes
    88




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##### Table of Contents



OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
 Pension Plan
  Comprehensive Income
  Restrictions on Cash
  Advertising Costs
  Earnings Per Common Share
  Employee Stock Ownership Plan (ESOP)
   89




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##### Table of Contents



OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
 Recent Accounting Pronouncements
      90




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##### Table of Contents



OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
 NOTE 2  Plan of Conversion and Reorganization
    NOTE 3  Concentration of Funds
  December 31,2010
    
    
    2009The Independent Bankers Bank
    
    $
    10,179
    
    
    $
    124,041
  91




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##### Table of Contents



OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
 NOTE 4  Investment Securities
  Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    UnrealizedCost
    
    
    Gains
    
    
    Losses
    
    
    Fair ValueDecember 31, 2010U. S. government sponsored mortgage-backed
securities
    
    $
    150,678
    
    
    $
    4,614
    
    
    $
    (678
    )
    
    $
    154,614U. S. government sponsored collateralized
mortgage obligations
    
    
    149,336
    
    
    
    1,914
    
    
    
    (458
    )
    
    
    150,792Private-label collateralized mortgage
obligations (residential)
    
    
    3,349
    
    
    
    47
    
    
    
    
    
    
    
    3,396Trust preferred securities
    
    
    7,693
    
    
    
    
    
    
    
    (3,773
    )
    
    
    3,920Other equity securities
    
    
    5,000
    
    
    
    84
    
    
    
    
    
    
    
    5,084Total investment securities available for sale
    
    $
    316,056
    
    
    $
    6,659
    
    
    $
    (4,909
    )
    
    $
    317,806December 31, 2009U. S. government sponsored mortgage-backed
securities
    
    $
    130,090
    
    
    $
    5,000
    
    
    $
    (123
    )
    
    $
    134,967U. S. government sponsored collateralized
mortgage obligations
    
    
    54,378
    
    
    
    999
    
    
    
    (229
    )
    
    
    55,148Private-label collateralized mortgage
obligations (residential)
    
    
    5,513
    
    
    
    
    
    
    
    (438
    )
    
    
    5,075Trust preferred securities
    
    
    7,762
    
    
    
    
    
    
    
    (2,158
    )
    
    
    5,604Municipal obligations
    
    
    4,595
    
    
    
    
    
    
    
    
    
    
    
    4,595Other equity securities
    
    
    5,000
    
    
    
    32
    
    
    
    
    
    
    
    5,032Total investment securities available for sale
    
    $
    207,338
    
    
    $
    6,031
    
    
    $
    (2,948
    )
    
    $
    210,421
  92




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##### Table of Contents



OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
  Continuous Unrealized Losses Existing forLess Than 12 Months
    
    
    Greater Than 12 Months
    
    
    TotalFair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    UnrealizedValue
    
    
    Losses
    
    
    Value
    
    
    Losses
    
    
    Value
    
    
    LossesDecember 31, 2010U. S. government sponsored mortgage-backed securities
    
    $
    40,582
    
    
    $
    (678
    )
    
    $
    
    
    
    $
    
    
    
    $
    40,582
    
    
    $
    (678
    )U. S. government sponsored collateralized mortgage obligations
    
    
    36,704
    
    
    
    (458
    )
    
    
    
    
    
    
    
    
    
    
    36,704
    
    
    
    (458
    )Trust preferred securities
    
    
    
    
    
    
    
    
    
    
    3,920
    
    
    
    (3,773
    )
    
    
    3,920
    
    
    
    (3,773
    )$
    77,286
    
    
    $
    (1,136
    )
    
    $
    3,920
    
    
    $
    (3,773
    )
    
    $
    81,206
    
    
    $
    (4,909
    )December 31, 2009U. S. government sponsored mortgage-backed securities
    
    $
    11,680
    
    
    $
    (123
    )
    
    $
    
    
    
    $
    
    
    
    $
    11,680
    
    
    $
    (123
    )U. S. government sponsored collateralized mortgage obligations
    
    
    11,090
    
    
    
    (229
    )
    
    
    
    
    
    
    
    
    
    
    11,090
    
    
    
    (229
    )Private-label collateralized mortgage obligations (residential)
    
    
    1,380
    
    
    
    (2
    )
    
    
    3,695
    
    
    
    (436
    )
    
    
    5,075
    
    
    
    (438
    )Trust preferred securities
    
    
    
    
    
    
    
    
    
    
    5,604
    
    
    
    (2,158
    )
    
    
    5,604
    
    
    
    (2,158
    )$
    24,150
    
    
    $
    (354
    )
    
    $
    9,299
    
    
    $
    (2,594
    )
    
    $
    33,449
    
    
    $
    (2,948
    )
    93




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OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
  PreTSL XXVI
    
    
    PreTSL XXVIIIClass
    
    
    A-2
    
    
    
    A-1Amortized cost
    
    $
    3,632
    
    
    $
    4,061Fair value
    
    
    2,466
    
    
    
    1,454Unrealized loss
    
    
    (1,166
    )
    
    
    (2,607
    )Rating (S&P/Moodys)
    
    CCC/Baa3
    
    
    CCC-/B1Duration
    
    
    16.34
    
    
    
    19.00Deferrals and defaults as a percentage of collateral
    
    
    30.2
    %
    
    
    20.5
    %
   AmortizedCost
    
    
    Fair ValueDue from one to five years
    
    $
    3,552
    
    
    $
    3,643Due from five to ten years
    
    
    52,256
    
    
    
    55,157Due after ten years
    
    
    255,248
    
    
    
    253,922Equity securities
    
    
    5,000
    
    
    
    5,084Total
    
    $
    316,056
    
    
    $
    317,806
   94




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##### Table of Contents



OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Proceeds from sales of investment securities
    
    $
    20,109
    
    
    $
    62,330
    
    
    $
    40,809Gross gains from sales of investment securities
    
    
    450
    
    
    
    2,516
    
    
    
    121Gross losses from sales of investment
securities
    
    
    
    
    
    
    
    
    
    
    Proceeds from calls of investment securities
    
    
    24,563
    
    
    
    
    
    
    
    Gross gains from calls of investment securities
    
    
    14
    
    
    
    
    
    
    
    
   December 31,2010
    
    
    2009Federal Home Loan Bank of Dallas stock
    
    $
    2,913
    
    
    $
    3,825Valesco Commerce SBIC Investment Fund
    
    
    122
    
    
    
    Community Development Investment
    
    
    25
    
    
    
    25$
    3,060
    
    
    $
    3,850
   95




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##### Table of Contents



OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
 NOTE 5  Loans and Allowance for Loan Losses
  December 31,2010
    
    
    2009Residential Real Estate Loans:One- to four-family
    
    $
    271,792
    
    
    $
    257,265Home equity
    
    
    26,670
    
    
    
    28,526Total residential real estate loans
    
    
    298,462
    
    
    
    285,791Commercial LoansCommercial real estate
    
    
    87,887
    
    
    
    100,985Real estate construction
    
    
    34,502
    
    
    
    36,843Commercial business
    
    
    48,733
    
    
    
    59,325Total commercial loans
    
    
    171,122
    
    
    
    197,153Consumer Loans:Automobile, indirect
    
    
    156,708
    
    
    
    176,775Automobile, direct
    
    
    24,523
    
    
    
    28,722Unsecured
    
    
    13,416
    
    
    
    14,323Other
    
    
    5,287
    
    
    
    5,001Total consumer loans
    
    
    199,934
    
    
    
    224,821Total loans
    
    
    669,518
    
    
    
    707,765Less:Deferred fees and discounts
    
    
    (161
    )
    
    
    (1,310
    )Allowance for loan losses
    
    
    (8,932
    )
    
    
    (8,328
    )Total loans receivable, net
    
    $
    660,425
    
    
    $
    698,127
     96




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##### Table of Contents



OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
  Unpaid
    
    
    
    
    
    
    Average
    
    
    InterestRecorded
    
    
    Principal
    
    
    Related
    
    
    Recorded
    
    
    IncomeInvestment
    
    
    Balance
    
    
    Allowance
    
    
    Investment
    
    
    RecognizedDecember 31, 2010With no related allowance recorded:One- to four-family
    
    $
    5,045
    
    
    $
    5,045
    
    
    $
    
    
    
    $
    4,732
    
    
    $
    276Home equity
    
    
    210
    
    
    
    210
    
    
    
    
    
    
    
    222
    
    
    
    13Commercial real estate
    
    
    9,241
    
    
    
    9,241
    
    
    
    
    
    
    
    10,441
    
    
    
    141Real estate construction
    
    
    1,126
    
    
    
    1,126
    
    
    
    
    
    
    
    590
    
    
    
    36Commercial business
    
    
    1,296
    
    
    
    1,296
    
    
    
    
    
    
    
    1,372
    
    
    
    77Automobile, indirect
    
    
    628
    
    
    
    628
    
    
    
    
    
    
    
    748
    
    
    
    46Automobile, direct
    
    
    123
    
    
    
    123
    
    
    
    
    
    
    
    180
    
    
    
    18Unsecured
    
    
    6
    
    
    
    6
    
    
    
    
    
    
    
    6
    
    
    
    1Other consumer
    
    
    1
    
    
    
    1
    
    
    
    
    
    
    
    1
    
    
    
    Impaired loans with no related allowance
recorded
    
    
    17,676
    
    
    
    17,676
    
    
    
    
    
    
    
    18,292
    
    
    
    608With an allowance recorded:One- to four-family
    
    $
    3,272
    
    
    $
    3,272
    
    
    $
    131
    
    
    $
    3,306
    
    
    $
    85Home equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Commercial real estate
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Real estate construction
    
    
    10,352
    
    
    
    10,352
    
    
    
    701
    
    
    
    1,546
    
    
    
    24Commercial business
    
    
    2,025
    
    
    
    2,025
    
    
    
    1,477
    
    
    
    978
    
    
    
    46Automobile, indirect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Automobile, direct
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unsecured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other consumer
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Impaired loans with an allowance recorded
    
    
    15,649
    
    
    
    15,649
    
    
    
    2,309
    
    
    
    5,830
    
    
    
    155Total
    
    $
    33,325
    
    
    $
    33,325
    
    
    $
    2,309
    
    
    $
    24,122
    
    
    $
    763December 31, 2009With no related allowance recorded:One- to four-family
    
    $
    3,421
    
    
    $
    3,421
    
    
    $
    
    
    
    $
    1,670
    
    
    $
    50Home equity
    
    
    124
    
    
    
    124
    
    
    
    
    
    
    
    110
    
    
    
    7Commercial real estate
    
    
    7,199
    
    
    
    7,199
    
    
    
    
    
    
    
    3,340
    
    
    
    32Real estate construction
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    421
    
    
    
    Commercial business
    
    
    153
    
    
    
    153
    
    
    
    
    
    
    
    99
    
    
    
    1Automobile, indirect
    
    
    711
    
    
    
    711
    
    
    
    
    
    
    
    852
    
    
    
    61Automobile, direct
    
    
    227
    
    
    
    227
    
    
    
    
    
    
    
    187
    
    
    
    15Unsecured
    
    
    7
    
    
    
    7
    
    
    
    
    
    
    
    3
    
    
    
    Other consumer
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Impaired loans with no related allowance
recorded
    
    
    11,842
    
    
    
    11,842
    
    
    
    
    
    
    
    6,682
    
    
    
    166With an allowance recorded:One- to four-family
    
    $
    3,351
    
    
    $
    3,351
    
    
    $
    131
    
    
    $
    839
    
    
    $
    10Home equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Commercial real estate
    
    
    2,220
    
    
    
    2,220
    
    
    
    377
    
    
    
    1,480
    
    
    
    50Real estate construction
    
    
    749
    
    
    
    749
    
    
    
    77
    
    
    
    187
    
    
    
    6Commercial business
    
    
    240
    
    
    
    240
    
    
    
    102
    
    
    
    50
    
    
    
    2Automobile, indirect
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Automobile, direct
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unsecured
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other consumer
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Impaired loans with an allowance recorded
    
    
    6,560
    
    
    
    6,560
    
    
    
    687
    
    
    
    2,556
    
    
    
    68Total
    
    $
    18,402
    
    
    $
    18,402
    
    
    $
    687
    
    
    $
    9,238
    
    
    $
    234
   97




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##### Table of Contents



OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
   December 31,2010
    
    
    2009Residential Real Estate Loans:One- to four-family
    
    $
    2,294
    
    
    $
    1,640Home equity
    
    
    230
    
    
    
    94Commercial LoansCommercial real estate
    
    
    5,587
    
    
    
    6,304Real estate construction
    
    
    
    
    
    
    Commercial business
    
    
    1,051
    
    
    
    Consumer Loans:Automobile, indirect
    
    
    78
    
    
    
    195Automobile, direct
    
    
    11
    
    
    
    30Unsecured
    
    
    
    
    
    
    4Other
    
    
    
    
    
    
    6Total
    
    $
    9,251
    
    
    $
    8,273
   Greater30-59
    
    
    60-89
    
    
    thanDays
    
    
    Days
    
    
    90 Days
    
    
    Total
    
    
    Loans NotPast Due
    
    
    Past Due
    
    
    Past Due
    
    
    Past Due
    
    
    Past Due
    
    
    TotalAt December 31, 2010Residential real estate loans:One- to four-family
    
    $
    2,499
    
    
    $
    
    
    
    $
    2,294
    
    
    $
    4,793
    
    
    $
    266,999
    
    
    $
    271,792Home equity
    
    
    46
    
    
    
    
    
    
    
    230
    
    
    
    276
    
    
    
    26,394
    
    
    
    26,670Commercial loans:Commercial real estate
    
    
    4,105
    
    
    
    149
    
    
    
    1,568
    
    
    
    5,822
    
    
    
    82,065
    
    
    
    87,887Real estate construction
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,502
    
    
    
    34,502Commercial business
    
    
    
    
    
    
    359
    
    
    
    
    
    
    
    359
    
    
    
    48,374
    
    
    
    48,733Consumer loans:Automobile, indirect
    
    
    1,434
    
    
    
    204
    
    
    
    78
    
    
    
    1,716
    
    
    
    154,992
    
    
    
    156,708Automobile, direct
    
    
    45
    
    
    
    9
    
    
    
    11
    
    
    
    65
    
    
    
    24,458
    
    
    
    24,523Unsecured
    
    
    96
    
    
    
    40
    
    
    
    
    
    
    
    136
    
    
    
    13,280
    
    
    
    13,416Other
    
    
    78
    
    
    
    
    
    
    
    
    
    
    
    78
    
    
    
    5,209
    
    
    
    5,287Total loans
    
    $
    8,303
    
    
    $
    761
    
    
    $
    4,181
    
    
    $
    13,245
    
    
    $
    656,273
    
    
    $
    669,518
  98




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OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
 Greater30-59
    
    
    60-89
    
    
    thanDays
    
    
    Days
    
    
    90 Days
    
    
    Total
    
    
    Loans NotPast Due
    
    
    Past Due
    
    
    Past Due
    
    
    Past Due
    
    
    Past Due
    
    
    TotalAt December 31, 2009Residential real estate loans:One- to four-family
    
    $
    7,757
    
    
    $
    53
    
    
    $
    1,640
    
    
    $
    9,450
    
    
    $
    247,815
    
    
    $
    257,265Home equity
    
    
    240
    
    
    
    73
    
    
    
    94
    
    
    
    407
    
    
    
    28,119
    
    
    
    28,526Commercial loans:Commercial real estate
    
    
    63
    
    
    
    
    
    
    
    103
    
    
    
    166
    
    
    
    100,819
    
    
    
    100,985Real estate construction
    
    
    414
    
    
    
    
    
    
    
    
    
    
    
    414
    
    
    
    36,429
    
    
    
    36,843Commercial business
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    59,325
    
    
    
    59,325Consumer loans:Automobile, indirect
    
    
    1,610
    
    
    
    245
    
    
    
    195
    
    
    
    2,050
    
    
    
    174,725
    
    
    
    176,775Automobile, direct
    
    
    188
    
    
    
    6
    
    
    
    30
    
    
    
    224
    
    
    
    28,498
    
    
    
    28,722Unsecured
    
    
    50
    
    
    
    61
    
    
    
    
    
    
    
    111
    
    
    
    14,212
    
    
    
    14,323Other
    
    
    1
    
    
    
    
    
    
    
    9
    
    
    
    10
    
    
    
    4,991
    
    
    
    5,001Total loans
    
    $
    10,323
    
    
    $
    438
    
    
    $
    2,071
    
    
    $
    12,832
    
    
    $
    694,933
    
    
    $
    707,765
  
    
    a specific loss component which is the allowance for impaired loans as required by ASC 310-10,
Receivables, and
 
    
    a general loss component for all other loans not individually evaluated for impairment but that,
on a portfolio basis, are believed to have some inherent but unidentified loss in accordance with
ASC 450-10, Contingencies.
   99




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OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
  
    
    changes in lending policies and procedures, including underwriting standards and collection,
charge-off, and recovery practices;
 
    
    changes in national and local economic and business conditions and developments, including the
condition of various market segments;
 
    
    changes in the nature and volume of the loan portfolio;
 
    
    changes in the experience, ability, and depth of knowledge of the management of the lending
staff;
 
    
    changes in the trend of the volume and severity of past due and classified loans; and trends in
the volume of non-accrual loans, troubled debt restructurings, and other loan modifications;
 
    
    changes in the quality of our loan review system and the degree of oversight by the board of
directors;
 
    
    the existence and effect of any concentrations of credit, and changes in the level of such
concentrations; and
 
    
    the effect of external factors such as competition and legal and regulatory requirements on the
level of estimated credit losses in our current portfolio.
     100




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OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
   Special mention.
 Substandard.
 Doubtful.
  Real Estate
    
    
    CommercialCommercial Real Estate
    
    
    Construction
    
    
    Business
    
    
    One-to Four-Family
    
    
    Total2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Pass
    
    $
    67,237
    
    
    $
    73,668
    
    
    $
    23,024
    
    
    $
    21,009
    
    
    $
    35,848
    
    
    $
    53,904
    
    
    $
    24,282
    
    
    $
    19,699
    
    
    $
    150,391
    
    
    $
    168,280Special Mention
    
    
    4,940
    
    
    
    6,551
    
    
    
    
    
    
    
    14,349
    
    
    
    4,377
    
    
    
    4,888
    
    
    
    
    
    
    
    
    
    
    
    9,317
    
    
    
    25,788Substandard
    
    
    15,710
    
    
    
    20,766
    
    
    
    11,478
    
    
    
    1,485
    
    
    
    8,508
    
    
    
    478
    
    
    
    3,272
    
    
    
    3,351
    
    
    
    38,968
    
    
    
    26,080Doubtful
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55$
    87,887
    
    
    $
    100,985
    
    
    $
    34,502
    
    
    $
    36,843
    
    
    $
    48,733
    
    
    $
    59,325
    
    
    $
    27,554
    
    
    $
    23,050
    
    
    $
    198,676
    
    
    $
    220,203
 
  101




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OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
  
    
    Two or more 30 day delinquencies in the past 12 months
 
    
    1 or more 60 day delinquencies in the past 24 months
 
    
    Bankruptcy filing within the past 60 months
 
    
    Judgment or unpaid charge-off of $0.5 or more in the last 24 months
 
    
    Foreclosure or repossession in the past 24 months
   One-to Four-Family
    
    
    Home Equity
    
    
    Total2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Prime
    
    $
    206,277
    
    
    $
    217,164
    
    
    $
    25,879
    
    
    $
    27,720
    
    
    $
    232,156
    
    
    $
    244,884Subprime
    
    
    37,961
    
    
    
    17,051
    
    
    
    791
    
    
    
    806
    
    
    
    38,752
    
    
    
    17,857$
    244,238
    
    
    $
    234,215
    
    
    $
    26,670
    
    
    $
    28,526
    
    
    $
    270,908
    
    
    $
    262,741
  Automobile, indirect
    
    
    Automobile, direct
    
    
    Unsecured
    
    
    Other
    
    
    TotalRisk Tier
    
    Credit Score
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009A
    
    
    720+
    
    
    $
    81,868
    
    
    $
    117,993
    
    
    $
    18,853
    
    
    $
    22,057
    
    
    $
    10,233
    
    
    $
    10,480
    
    
    $
    4,510
    
    
    $
    4,193
    
    
    $
    115,464
    
    
    $
    154,723B
    
    
    690719
    
    
    
    39,006
    
    
    
    35,799
    
    
    
    2,557
    
    
    
    3,007
    
    
    
    1,638
    
    
    
    1,900
    
    
    
    363
    
    
    
    283
    
    
    
    43,564
    
    
    
    40,989C
    
    
    660689
    
    
    
    23,762
    
    
    
    14,440
    
    
    
    1,646
    
    
    
    1,777
    
    
    
    1,103
    
    
    
    1,268
    
    
    
    272
    
    
    
    343
    
    
    
    26,783
    
    
    
    17,828D
    
    659 and under
    
    
    12,072
    
    
    
    8,543
    
    
    
    1,467
    
    
    
    1,881
    
    
    
    442
    
    
    
    675
    
    
    
    142
    
    
    
    182
    
    
    
    14,123
    
    
    
    11,281$
    156,708
    
    
    $
    176,775
    
    
    $
    24,523
    
    
    $
    28,722
    
    
    $
    13,416
    
    
    $
    14,323
    
    
    $
    5,287
    
    
    $
    5,001
    
    
    $
    199,934
    
    
    $
    224,821
  102




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##### Table of Contents



OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
  ResidentialReal Estate
    
    
    Commercial
    
    
    Consumer
    
    
    Total2010Allowance for loan losses:Beginning balance
    
    $
    1,477
    
    
    $
    4,000
    
    
    $
    2,851
    
    
    $
    8,328Charge-offs
    
    
    (386
    )
    
    
    (3,894
    )
    
    
    (2,186
    )
    
    
    (6,466
    )Recoveries
    
    
    3
    
    
    
    30
    
    
    
    337
    
    
    
    370Provisions
    
    
    271
    
    
    
    4,765
    
    
    
    1,664
    
    
    
    6,700Ending balance
    
    $
    1,365
    
    
    $
    4,901
    
    
    $
    2,666
    
    
    $
    8,932Ending balance attributable to loans:Individually evaluated for impairment
    
    $
    131
    
    
    $
    2,178
    
    
    $
    
    
    
    $
    2,309Collectively evaluated for impairment
    
    
    1,234
    
    
    
    2,723
    
    
    
    2,666
    
    
    
    6,623Total ending balance
    
    $
    1,365
    
    
    $
    4,901
    
    
    $
    2,666
    
    
    $
    8,932Loans:Ending balance attributable to loans:Individually evaluated for impairment
    
    $
    8,527
    
    
    $
    24,040
    
    
    $
    758
    
    
    $
    33,325Collectively evaluated for impairment
    
    
    289,935
    
    
    
    147,082
    
    
    
    199,176
    
    
    
    636,193Total ending balance
    
    $
    298,462
    
    
    $
    171,122
    
    
    $
    199,934
    
    
    $
    669,5182009Allowance for loan losses:Beginning balance
    
    $
    1,092
    
    
    $
    4,608
    
    
    $
    2,570
    
    
    $
    8,270Charge-offs
    
    
    (183
    )
    
    
    (2,120
    )
    
    
    (3,329
    )
    
    
    (5,632
    )Recoveries
    
    
    2
    
    
    
    2
    
    
    
    486
    
    
    
    490Provisions
    
    
    566
    
    
    
    1,510
    
    
    
    3,124
    
    
    
    5,200Ending balance
    
    $
    1,477
    
    
    $
    4,000
    
    
    $
    2,851
    
    
    $
    8,328Ending balance attributable to loans:Individually evaluated for impairment
    
    $
    131
    
    
    $
    556
    
    
    $
    
    
    
    $
    687Collectively evaluated for impairment
    
    
    1,346
    
    
    
    3,444
    
    
    
    2,851
    
    
    
    7,641Total ending balance
    
    $
    1,477
    
    
    $
    4,000
    
    
    $
    2,851
    
    
    $
    8,328Loans:Ending balance attributable to loans:Individually evaluated for impairment
    
    $
    6,896
    
    
    $
    10,561
    
    
    $
    945
    
    
    $
    18,402Collectively evaluated for impairment
    
    
    278,895
    
    
    
    186,592
    
    
    
    223,876
    
    
    
    689,363Total ending balance
    
    $
    285,791
    
    
    $
    197,153
    
    
    $
    224,821
    
    
    $
    707,765
  2008Balance, beginning of year
    
    $
    7,386Provision for loan losses
    
    
    3,825Loans charged-off
    
    
    (3,520
    )Recoveries of loans previously charged-off
    
    
    579Balance, end of period
    
    $
    8,270
  103




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OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
 NOTE 6  Mortgage Servicing Rights
   Year Ended December 31,2010
    
    
    2009
    
    
    2008Carrying value, before valuation allowance:Balance, beginning of year
    
    $
    1,255
    
    
    $
    765
    
    
    $
    65Additions
    
    
    490
    
    
    
    860
    
    
    
    734Amortization
    
    
    (393
    )
    
    
    (370
    )
    
    
    (34
    )Balance, end of year
    
    
    1,352
    
    
    
    1,255
    
    
    
    765Valuation allowance:Balance, beginning of year
    
    
    (87
    )
    
    
    
    
    
    
    Impairment charge
    
    
    (23
    )
    
    
    (87
    )
    
    
    Recovery
    
    
    
    
    
    
    
    
    
    
    Balance, end of year
    
    
    (110
    )
    
    
    (87
    )
    
    
    Carrying value of mortgage servicing rights
    
    $
    1,242
    
    
    $
    1,168
    
    
    $
    765Fair value of mortgage servicing rights
    
    $
    1,242
    
    
    $
    1,168
    
    
    $
    765Mortgage loans serviced
    
    $
    122,510
    
    
    $
    104,927
    
    
    $
    60,198
  NOTE 7  Premises and Equipment
  December 31,2010
    
    
    2009Land
    
    $
    6,696
    
    
    $
    6,690Buildings and improvements
    
    
    46,820
    
    
    
    46,298Furniture and equipment
    
    
    35,701
    
    
    
    42,190Leasehold improvements
    
    
    3,037
    
    
    
    3,11892,254
    
    
    
    98,296Accumulated amortization and depreciation
    
    
    (44,589
    )
    
    
    (47,345
    )$
    47,665
    
    
    $
    50,951
  104




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##### Table of Contents



OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
   Year ended December 31,2011
    
    $
    4562012
    
    
    4712013
    
    
    4662014
    
    
    4062015
    
    
    381Thereafter
    
    
    1,210$
    3,390
     Year ended December 31,2011
    
    $
    2,4392012
    
    
    1,9322013
    
    
    1,7312014
    
    
    1,7382015
    
    
    1,452Thereafter
    
    
    2,194$
    11,486
  105




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##### Table of Contents



OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
 NOTE 8  Other Real Estate Owned and Other Foreclosed Assets
    NOTE 9  Deposits
  December 31,2010
    
    
    2009Noninterest-bearing demand
    
    $
    74,583
    
    
    $
    75,628Interest-bearing demand
    
    
    75,550
    
    
    
    201,950Savings
    
    
    207,264
    
    
    
    203,110Money market
    
    
    100,798
    
    
    
    95,463Certificates of deposit
    
    
    342,963
    
    
    
    333,815Total deposits
    
    $
    801,158
    
    
    $
    909,966
  106




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##### Table of Contents



OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
   Year Ended December 31,2010
    
    
    2009
    
    
    2008Interest-bearing demand
    
    $
    265
    
    
    $
    268
    
    
    $
    367Savings
    
    
    1,032
    
    
    
    1,344
    
    
    
    2,119Money market
    
    
    836
    
    
    
    970
    
    
    
    1,608Certificates of deposit
    
    
    7,302
    
    
    
    10,189
    
    
    
    14,011Total interest expense on deposits
    
    $
    9,435
    
    
    $
    12,771
    
    
    $
    18,105
   Year ended December 31,2011
    
    $
    194,0772012
    
    
    62,4172013
    
    
    60,4232014
    
    
    7,2272015
    
    
    18,767Thereafter
    
    
    52$
    342,963
  NOTE 10  Borrowed Funds
   107




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OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
  Year ended December 31,2011
    
    $
    19,0002012
    
    
    15,0002013
    
    
    2014
    
    
    2015
    
    
    7,000Thereafter
    
    
    $
    41,000
     108




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##### Table of Contents



OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
  Year Ended December 31,2010
    
    
    2009Ending Balance:FHLB advances
    
    $
    41,000
    
    
    $
    66,400Other secured borrowings
    
    
    58,000
    
    
    
    58,000Maximum Balance:FHLB advances
    
    
    66,400
    
    
    
    159,900Other secured borrowings
    
    
    58,075
    
    
    
    58,000Average Balance:FHLB advances
    
    
    54,009
    
    
    
    117,547Other secured borrowings
    
    
    58,195
    
    
    
    58,000Weighted average interest rate:During the period:FHLB advances
    
    
    3.72
    %
    
    
    4.05
    %Other secured borrowings
    
    
    4.22
    %
    
    
    3.68
    %End of period:FHLB advances
    
    
    3.62
    %
    
    
    3.54
    %Other secured borrowings
    
    
    5.00
    %
    
    
    3.52
    %
 NOTE 11  Employee Benefit Plans
 Pension Plan
   109




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##### Table of Contents



OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
  Year Ended December 31,2010
    
    
    2009Projected benefit obligation as of January 1,
    
    $
    3,991
    
    
    $
    4,697Interest cost
    
    
    238
    
    
    
    276Actuarial loss
    
    
    89
    
    
    
    28Benefits paid
    
    
    (143
    )
    
    
    Effect of settlement
    
    
    
    
    
    
    (1,010
    )Projected benefit obligation at December 31,
    
    $
    4,175
    
    
    $
    3,991Accumulated benefit obligation at December
31,
    
    $
    4,175
    
    
    $
    3,991
  Year Ended December 31,2010
    
    
    2009Fair value of plan assets as of January 1,
    
    $
    3,017
    
    
    $
    3,562Actual return on plan assets
    
    
    576
    
    
    
    349Employer contributions
    
    
    5
    
    
    
    116Benefits paid
    
    
    (143
    )
    
    
    Effect of settlement
    
    
    
    
    
    
    (1,010
    )Fair value of plan assets as of December 31,
    
    $
    3,455
    
    
    $
    3,017Funded status as of December 31,
    
    $
    (720
    )
    
    $
    (974
    )
   Year Ended December 31,2010
    
    
    2009
    
    
    2008Interest cost on projected benefit obligation
    
    $
    238
    
    
    $
    276
    
    
    $
    295Expected return on assets
    
    
    (192
    )
    
    
    (223
    )
    
    
    (431
    )Amortization of net loss
    
    
    77
    
    
    
    100
    
    
    
    45Effect of settlement recognition
    
    
    
    
    
    
    550
    
    
    
    483Net periodic pension cost
    
    $
    123
    
    
    $
    703
    
    
    $
    392
  110




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OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Net actuarial gain (loss)
    
    $
    295
    
    
    $
    98
    
    
    $
    (1,657
    )Amortization of net loss
    
    
    77
    
    
    
    100
    
    
    
    45Effect of settlement recognition
    
    
    
    
    
    
    550
    
    
    
    483Total recognized in other comprehensive income (loss)
    
    
    372
    
    
    
    748
    
    
    
    (1,129
    )Deferred tax (expense) benefit
    
    
    (126
    )
    
    
    (254
    )
    
    
    384Other comprehensive income (loss), net of tax
    
    $
    246
    
    
    $
    494
    
    
    $
    (745
    )
  December 31,2010
    
    
    2009Net actuarial loss
    
    $
    (1,800
    )
    
    $
    (2,172
    )Deferred tax benefit
    
    
    612
    
    
    
    738Amounts included in other comprehensive
loss, net of tax
    
    $
    (1,188
    )
    
    $
    (1,434
    )
  Year Ended December 31,2010
    
    
    2009
    
    
    2008Discount rate
    
    
    6.00
    %
    
    
    6.00
    %
    
    
    5.50
    %Expected long-term rate of return on assets
    
    
    6.50
    %
    
    
    6.50
    %
    
    
    7.50
    %Rate of increase in future compensation
    
    
    0.00
    %
    
    
    0.00
    %
    
    
    0.00
    %
   111




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OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
  Target
    
    
    Actual AllocationsAllocations
    
    
    2010
    
    
    2009Equity securities
    
    
    40
    %
    
    
    82
    %
    
    
    35
    %Debt securities
    
    
    60
    %
    
    
    18
    %
    
    
    65
    %100
    %
    
    
    100
    %
    
    
    100
    %
   2010
    
    
    2009Level 1:Mutual funds
    
    $
    1,961
    
    
    $
    Level 2:Pooled separate accounts
    
    
    1,494
    
    
    
    3,017Total assets at fair value
    
    $
    3,455
    
    
    $
    3,017
   112




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OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
  Year ended December 31,2011
    
    $
    202012
    
    
    442013
    
    
    1102014
    
    
    2702015
    
    
    160Years 2016  2020
    
    
    940
 401(k) Plan
  Deferred Compensation
  Employee Stock Ownership Plan
    113




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##### Table of Contents



OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
    Allocated shares
    
    
    38,088Unearned shares
    
    
    914,112Total ESOP shares
    
    
    952,200Fair value of unearned shares
    
    $
    12,386
 NOTE 12  Regulatory Matters
     114




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OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
   MinimumTo Be WellMinimum
    
    
    Capitalized UnderFor Capital
    
    
    Prompt CorrectiveActual
    
    
    Adequacy Purposes
    
    
    Action ProvisionsAmount
    
    
    Ratio
    
    
    Amount
    
    
    Ratio
    
    
    Amount
    
    
    RatioConsolidated as of December 31, 2010Total risk-based capital to risk-weighted
assets
    
    $
    198,366
    
    
    
    27.86
    %
    
    $
    56,958
    
    
    
    8.00
    %
    
    $
    71,197
    
    
    
    10.00
    %Tier I risk-based capital to risk-weighted
assets
    
    
    191,743
    
    
    
    26.93
    %
    
    
    28,479
    
    
    
    4.00
    %
    
    
    42,718
    
    
    
    6.00
    %Tier I (Core) capital to adjusted total assets
    
    
    191,743
    
    
    
    17.40
    %
    
    
    44,078
    
    
    
    4.00
    %
    
    
    55,097
    
    
    
    5.00
    %OmniAmerican Bank as of December 31, 2010Total risk-based capital to risk-weighted
assets
    
    $
    170,526
    
    
    
    23.95
    %
    
    $
    56,965
    
    
    
    8.00
    %
    
    $
    71,207
    
    
    
    10.00
    %Tier I risk-based capital to risk-weighted
assets
    
    
    163,903
    
    
    
    23.02
    %
    
    
    28,483
    
    
    
    4.00
    %
    
    
    42,724
    
    
    
    6.00
    %Tier I (Core) capital to adjusted total assets
    
    
    163,903
    
    
    
    14.88
    %
    
    
    44,065
    
    
    
    4.00
    %
    
    
    55,082
    
    
    
    5.00
    %OmniAmerican Bank as of December 31, 2009Total risk-based capital to risk-weighted
assets
    
    $
    90,372
    
    
    
    12.03
    %
    
    $
    60,097
    
    
    
    8.00
    %
    
    $
    75,122
    
    
    
    10.00
    %Tier I risk-based capital to risk-weighted
assets
    
    
    82,731
    
    
    
    11.01
    %
    
    
    30,049
    
    
    
    4.00
    %
    
    
    45,073
    
    
    
    6.00
    %Tier I (Core) capital to adjusted total assets
    
    
    82,731
    
    
    
    7.35
    %
    
    
    45,022
    
    
    
    4.00
    %
    
    
    56,277
    
    
    
    5.00
    %
   115




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OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
  December 31,2010
    
    
    2009Consolidated GAAP equity
    
    $
    198,627
    
    
    $
    91,156Consolidated equity in excess of Bank equity
    
    
    (28,194
    )
    
    
    Bank GAAP equity
    
    
    170,433
    
    
    
    91,156Deferred tax assets disallowed for regulatory capital
    
    
    (6,563
    )
    
    
    (7,824
    )Unrealized gain on securities available for sale
    
    
    (1,155
    )
    
    
    (2,035
    )Unrealized loss on pension plan
    
    
    1,188
    
    
    
    1,434Tier I capital
    
    
    163,903
    
    
    
    82,731General allowance for loan losses
    
    
    6,623
    
    
    
    7,641Total regulatory capital
    
    $
    170,526
    
    
    $
    90,372
 NOTE 13  Income Taxes
  Year Ended December 31,2010
    
    
    2009
    
    
    2008CurrentFederal
    
    $
    (51
    )
    
    $
    51
    
    
    $
    State
    
    
    (570
    )
    
    
    553
    
    
    
    409Total current taxes
    
    
    (621
    )
    
    
    604
    
    
    
    409DeferredFederal
    
    
    906
    
    
    
    288
    
    
    
    333State
    
    
    
    
    
    
    
    
    
    
    Total deferred taxes
    
    
    906
    
    
    
    288
    
    
    
    333Total income taxes
    
    $
    285
    
    
    $
    892
    
    
    $
    742
    116




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OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
  December 31,2010
    
    
    2009Deferred tax assets:Allowance for loan losses
    
    $
    2,538
    
    
    $
    2,376Premises and equipment
    
    
    1,354
    
    
    
    1,827Net operating loss
    
    
    2,779
    
    
    
    3,231Deferred compensation
    
    
    183
    
    
    
    202Pension plan
    
    
    612
    
    
    
    738Other real estate owned
    
    
    110
    
    
    
    91Interest on non-accrual loans
    
    
    183
    
    
    
    75Accrued expenses
    
    
    163
    
    
    
    356Other
    
    
    90
    
    
    
    1378,012
    
    
    
    9,033Deferred tax liabilities:Servicing rights
    
    
    (422
    )
    
    
    (397
    )Securities available for sale
    
    
    (595
    )
    
    
    (1,048
    )FHLB stock
    
    
    (60
    )
    
    
    (74
    )(1,077
    )
    
    
    (1,519
    )Net deferred tax asset
    
    $
    6,935
    
    
    $
    7,514
   Year Ended December 31,2010
    
    
    2009
    
    
    2008Federal statutory rate times financial
statement income
    
    $
    660
    
    
    $
    526
    
    
    $
    471Effect of:State taxes, net of federal benefit
    
    
    (376
    )
    
    
    367
    
    
    
    270Nontaxable income
    
    
    (37
    )
    
    
    (38
    )
    
    
    (16
    )Non-deductible expenses
    
    
    38
    
    
    
    37
    
    
    
    17Total income tax expense
    
    $
    285
    
    
    $
    892
    
    
    $
    742Effective tax rate
    
    
    14.7
    %
    
    
    57.7
    %
    
    
    53.5
    %
   117




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OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
 NOTE 14  Related Party Transactions
  Balance at beginning of year
    
    $
    2,421New loans
    
    
    1,314Effect of changes in composition of related parties
    
    
    (312
    )Repayments
    
    
    (1,125
    )Balance at end of year
    
    $
    2,298
  NOTE 15  Fair Value Measurements
  
    
    Level 1 Inputs- Unadjusted quoted prices in active markets for identical
assets or liabilities that the reporting entity has the ability to access at the measurement
date.
 
    
    Level 2 Inputs- Inputs other than quoted prices included in Level 1 that are
observable for the asset or liability, either directly or indirectly. These might include
quoted prices for similar assets or liabilities in active markets, quoted prices for
identical or similar assets or liabilities in markets that are not active, inputs other than
quoted prices that are observable for the asset or liability (such as interest rates,
volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally
from or corroborated by market data by correlation or other means.
 
    
    Level 3 Inputs- Unobservable inputs for determining the fair values of assets
or liabilities that reflect an entitys own assumptions about the assumptions that market
participants would use in pricing the assets or liabilities.
   118




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OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
       119




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OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
  Fair Value Measurements at December 31, 2010, Using
    
    
    Total Fair Value atLevel 1 Inputs
    
    
    Level 2 Inputs
    
    
    Level 3 Inputs
    
    
    December 31, 2010Measured on a recurring basis:Assets:U.S. government sponsored mortgage-back securities
    
    $
    
    
    
    $
    154,614
    
    
    $
    
    
    
    $
    154,614U.S. government sponsored collateralized mortgage obligations
    
    
    
    
    
    
    150,792
    
    
    
    
    
    
    
    150,792Private-label collateralized mortgage obligations (residential)
    
    
    
    
    
    
    3,396
    
    
    
    
    
    
    
    3,396Trust preferred securities
    
    
    
    
    
    
    
    
    
    
    3,920
    
    
    
    3,920Other equity securities
    
    
    
    
    
    
    5,084
    
    
    
    
    
    
    
    5,084Measured on a nonrecurring basis:Assets:Impaired loans
    
    $
    
    
    
    $
    
    
    
    $
    13,340
    
    
    $
    13,340Mortgage servicing rights
    
    
    
    
    
    
    
    
    
    
    1,242
    
    
    
    1,242Other real estate owned
    
    
    
    
    
    
    
    
    
    
    14,793
    
    
    
    14,793
 Fair Value Measurements at December 31, 2009, Using
    
    
    Total Fair Value atLevel 1 Inputs
    
    
    Level 2 Inputs
    
    
    Level 3 Inputs
    
    
    December 31, 2009Measured on a recurring basis:Assets:U.S. government sponsored mortgage-back securities
    
    $
    
    
    
    $
    134,967
    
    
    $
    
    
    
    $
    134,967U.S. government sponsored collateralized mortgage obligations
    
    
    
    
    
    
    55,148
    
    
    
    
    
    
    
    55,148Private-label collateralized mortgage obligations (residential)
    
    
    
    
    
    
    5,075
    
    
    
    
    
    
    
    5,075Trust preferred securities
    
    
    
    
    
    
    
    
    
    
    5,604
    
    
    
    5,604Municipal obligations
    
    
    
    
    
    
    4,595
    
    
    
    
    
    
    
    4,595Other equity securities
    
    
    
    
    
    
    5,032
    
    
    
    
    
    
    
    5,032Measured on a nonrecurring basis:Assets:Impaired loans
    
    $
    
    
    
    $
    
    
    
    $
    5,874
    
    
    $
    5,874Mortgage servicing rights
    
    
    
    
    
    
    
    
    
    
    1,168
    
    
    
    1,168Other real estate owned
    
    
    
    
    
    
    
    
    
    
    6,762
    
    
    
    6,762
  120




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OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
  Securitiesavailable for saleBeginning balance, January 1, 2010
    
    $
    5,604Total gains or losses (realized / unrealized)Included in earnings:Interest income on securities
    
    
    20Total gains or losses included in other comprehensive income
    
    
    (1,614
    )Purchases, issuances, and settlements
    
    
    (90
    )Transfers into Level 3
    
    
    Ending balance, December 31, 2010
    
    $
    3,920
  Securitiesavailable for saleBeginning balance, January 1, 2009
    
    $
    6,275Total gains or losses (realized / unrealized)Included in earnings:Interest income on securities
    
    
    18Included in other comprehensive income
    
    
    (626
    )Purchases, issuances, and settlements
    
    
    (63
    )Transfers into Level 3
    
    
    Ending balance, December 31, 2009
    
    $
    5,604
    Cash and cash equivalents:
 Accrued interest receivable and payable:
  121




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##### Table of Contents



OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
 Other investments:
 Loans:
 Deposits:
 Borrowed Funds:
 Off-balance sheet financial instruments:
  December 31, 2010
    
    
    December 31, 2009Carrying
    
    
    Fair
    
    
    Carrying
    
    
    FairAmount
    
    
    Value
    
    
    Amount
    
    
    ValueFinancial assets:Cash and cash equivalents
    
    $
    24,597
    
    
    $
    24,597
    
    
    $
    140,144
    
    
    $
    140,144Securities available for sale
    
    
    317,806
    
    
    
    317,806
    
    
    
    210,421
    
    
    
    210,421Other investments
    
    
    3,060
    
    
    
    3,060
    
    
    
    3,850
    
    
    
    3,850Loans held for sale
    
    
    861
    
    
    
    861
    
    
    
    241
    
    
    
    241Loans, net
    
    
    660,425
    
    
    
    675,641
    
    
    
    698,127
    
    
    
    707,198Mortgage servicing rights
    
    
    1,242
    
    
    
    1,242
    
    
    
    1,168
    
    
    
    1,168Accrued interest receivable
    
    
    3,469
    
    
    
    3,469
    
    
    
    3,523
    
    
    
    3,523Financial liabilities:Deposits
    
    $
    801,158
    
    
    $
    804,998
    
    
    $
    909,966
    
    
    $
    913,903Federal Home Loan Bank advances
    
    
    41,000
    
    
    
    42,244
    
    
    
    66,400
    
    
    
    68,182Other secured borrowings
    
    
    58,000
    
    
    
    61,125
    
    
    
    58,000
    
    
    
    62,037Accrued interest payable
    
    
    930
    
    
    
    930
    
    
    
    852
    
    
    
    852Off-balance sheet financial instruments:Loan commitments
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Letters of credit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  122




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OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
 NOTE 16  Financial Instruments with Off-Balance Sheet Risk
    December 31,2010
    
    
    2009Commitments to extend credit
    
    $
    23,632
    
    
    $
    27,619Standby letters of credit
    
    
    315
    
    
    
    1,097$
    23,947
    
    
    $
    28,716
    NOTE 17  Litigation
   123




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OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
 NOTE 18  Parent Company Only Condensed Financial Information
  
 ASSETSCash on deposit at subsidiary
    
    $
    18,683Investment in Bank
    
    
    170,433ESOP note receivable
    
    
    9,253Other assets
    
    
    354Total assets
    
    $
    198,723LIABILITIES AND STOCKHOLDERS EQUITYPayable to subsidiary
    
    $
    96Stockholders equity
    
    
    198,627Total liabilities and stockholders equity
    
    $
    198,723
 
 Interest income on ESOP loan
    
    $
    293Other income
    
    
    26Operating expenses
    
    
    1,361Loss before income tax expense and equity in
undistributed earnings of subsidiary
    
    
    (1,042
    )Income tax benefit
    
    
    (354
    )Equity in undistributed earnings of subsidiary
    
    
    2,345Net income
    
    $
    1,657
  124




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##### Table of Contents



OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
 
 Cash flows from operating activities:Net income
    
    $
    1,657Adjustments to reconcile net income to net cash used
in operating activities:Equity in undistributed earnings of subsidiary
    
    
    (2,344
    )Net change in other assets
    
    
    (354
    )Net change in payable to subsidiary
    
    
    96Net cash used in operating activities
    
    
    (945
    )Cash flows from investing activities:Cash contribution to subsidiary
    
    
    (86,644
    )Payment received on ESOP note receivable
    
    
    268Net cash used in investing activities
    
    
    (86,376
    )Cash flows from financing activities:Proceeds from issuance of common stock
    
    
    106,004Net cash provided by financing activities
    
    
    106,004Net increase in cash and cash equivalents
    
    
    18,683Cash and cash equivalents, beginning of period
    
    
    Cash and cash equivalents, end of period
    
    $
    18,683
 NOTE 19  Earnings Per Share
     125




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OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
  Basic and dilutedEarnings:Net income (1)
    
    $
    1,490Shares (1):Weighted average common shares outstanding
    
    
    11,902,500Less: Average unallocated ESOP shares
    
    
    (931,569
    )Average shares
    
    
    10,970,931Net income per common share, basic and diluted (1)
    
    $
    0.14
 
 (1)
    
    Calculated from the effective date of January 20, 2010 to the year end.  126




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##### Table of Contents



OmniAmerican Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements  (Continued)
(Dollars in thousands)
 NOTE 20  Quarterly Financial Data



(Unaudited)
 Fourth
    
    
    Third
    
    
    Second
    
    
    FirstQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter2010Interest income
    
    $
    12,688
    
    
    $
    13,542
    
    
    $
    13,457
    
    
    $
    13,160Interest expense
    
    
    3,354
    
    
    
    3,576
    
    
    
    3,504
    
    
    
    3,469Net interest income
    
    
    9,334
    
    
    
    9,966
    
    
    
    9,953
    
    
    
    9,691Provision for loan losses
    
    
    1,700
    
    
    
    2,750
    
    
    
    1,450
    
    
    
    800Net interest income after
provision for loan losses
    
    
    7,634
    
    
    
    7,216
    
    
    
    8,503
    
    
    
    8,891Noninterest income
    
    
    3,553
    
    
    
    3,451
    
    
    
    3,471
    
    
    
    3,224Noninterest expense
    
    
    11,020
    
    
    
    10,510
    
    
    
    11,128
    
    
    
    11,343Income before income tax expense
    
    
    167
    
    
    
    157
    
    
    
    846
    
    
    
    772Income tax (benefit) expense
    
    
    (149
    )
    
    
    (44
    )
    
    
    239
    
    
    
    239Net income
    
    $
    316
    
    
    $
    201
    
    
    $
    607
    
    
    $
    533Earnings per share:Basic:
    
    $
    0.03
    
    
    $
    0.02
    
    
    $
    0.06
    
    
    $
    0.03Diluted:
    
    $
    0.03
    
    
    $
    0.02
    
    
    $
    0.06
    
    
    $
    0.032009Interest income
    
    $
    12,741
    
    
    $
    13,323
    
    
    $
    13,736
    
    
    $
    13,915Interest expense
    
    
    3,941
    
    
    
    4,570
    
    
    
    5,254
    
    
    
    5,909Net interest income
    
    
    8,800
    
    
    
    8,753
    
    
    
    8,482
    
    
    
    8,006Provision for loan losses
    
    
    875
    
    
    
    1,925
    
    
    
    900
    
    
    
    1,500Net interest income after
provision for loan losses
    
    
    7,925
    
    
    
    6,828
    
    
    
    7,582
    
    
    
    6,506Noninterest income
    
    
    3,598
    
    
    
    4,503
    
    
    
    3,959
    
    
    
    4,403Noninterest expense
    
    
    11,227
    
    
    
    11,028
    
    
    
    10,946
    
    
    
    10,556Income before income tax expense
    
    
    296
    
    
    
    303
    
    
    
    595
    
    
    
    353Income tax expense
    
    
    198
    
    
    
    205
    
    
    
    299
    
    
    
    190Net income
    
    $
    98
    
    
    $
    98
    
    
    $
    296
    
    
    $
    163
  127




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##### Table of Contents



ITEM 9.
    
    Changes in and Disagreements With Accountants on Accounting and Financial
Disclosure
  
 ITEM 9A.
    
    Controls and Procedures
        128




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
 Internal Control  Integrated
Framework
  (a) (b) (c)
  Internal Control  Integrated Framework
   
  129




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##### Table of Contents



ITEM 9B.
    
    Other Information
  
 PART III
 
 ITEM 10.
    
    Directors, Executive Officers and Corporate Governance
   
 ITEM 11.
    
    Executive Compensation
  
 ITEM 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
  
 ITEM 13.
    
    Certain Relationships and Related Transactions, and Director Independence
  
 ITEM 14.
    
    Principal Accountant Fees and Services
   130




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##### Table of Contents



PART IV
 
 ITEM 15.
    
    Exhibits and Financial Statement Schedules
 3.1
    
    
    Articles of Incorporation of OmniAmerican Bancorp, Inc., as amended*3.2
    
    
    Bylaws of OmniAmerican Bancorp, Inc.*4
    
    
    Form of Common Stock Certificate of OmniAmerican Bancorp, Inc.*10.1
    
    
    Employment Agreement between OmniAmerican Bank, OmniAmerican Bancorp, Inc. and Tim Carter**10.2
    
    
    Form of Change in Control Agreement between OmniAmerican Bank and each Senior Executive Vice President*10.3
    
    
    OmniAmerican Bank Employee Stock Ownership Plan*10.4
    
    
    OmniAmerican Bank Incentive Award Plan for Senior Executives***14
    
    
    Code of Ethics****21
    
    
    Subsidiaries of Registrant*31.1
    
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 200231.2
    
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the
Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 200232
    
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
 
 *
    
    Incorporated by reference to the Registration Statement on Form S-1 of OmniAmerican Bancorp,
Inc. (File No. 333-161894), originally filed with the Securities and Exchange Commission on
September 11, 2009, as amended.**
    
    Incorporated by reference to Exhibit 10.1 to the Form 8-K of OmniAmerican Bancorp, Inc.,
(File No. 001-34605), originally filed with the Securities and Exchange Commission on February
25, 2010.***
    
    Incorporated by reference to Exhibit 10.1 to the Form 8-K of OmniAmerican Bancorp, Inc.,
(File No. 001-34605), originally filed with the Securities and Exchange Commission on February
1, 2010.****
    
    Incorporated by reference to Exhibit 14 to the Form 10-K of OmniAmerican Bancorp, Inc., (File
No. 001-34605), originally filed with the Securities and Exchange Commission on March 24,
2010.  131




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##### Table of Contents



SIGNATURES
  OMNIAMERICAN BANCORP, INC.Date: March 10, 2011
    By:
    /s/ Tim CarterTim CarterPresident, Chief Executive Officer and Director
(Duly Authorized Representative)  Signatures
    
    Title
    
    Date/s/ Tim Carter

Tim Carter
    
    President, Chief Executive
Officer and Director
(Principal Executive
Officer)
    
    March 10, 2011/s/ Deborah B. Wilkinson

Deborah B. Wilkinson
    
    Senior Executive Vice
President and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
    
    March 10, 2011/s/
Elaine Anderson

Elaine Anderson
    
    Chairman of the Board
    
    March 10, 2011/s/
John F. Sammons, Jr.

John F. Sammons, Jr.
    
    Vice Chairman of the Board
    
    March 10, 2011/s/ Joan Anthony

Joan Anthony
    
    Director
    
    March 10, 2011/s/ Wayne P. Burchfield, Jr.

Wayne P. Burchfield, Jr.
    
    Director
    
    March 10, 2011/s/ Norman G. Carroll

Norman G. Carroll
    
    Director
    
    March 10, 2011/s/ Patti Callan

Patti Callan
    
    Director
    
    March 10, 2011
  132




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##### Table of Contents



Signatures
    
    Title
    
    Date/s/ Patrick D. Conley

Patrick D. Conley
    
    Director
    
    March 10, 2011/s/ James Herring

James Herring
    
    Director
    
    March 10, 2011/s/ Wesley R. Turner

Wesley R. Turner
    
    Director
    
    March 10, 2011
  133