Table of Contents

 

 

 

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.  20549**

 

----

 

**FORM 10-Q**

** **

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

 

**For the Quarterly Period Ended March 31, 2011**

 

**OR**

 

**o****         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**Commission file number 0-19972**

 

----

 

**HF FINANCIAL CORP.**

(Exact name of registrant as specified in its charter)

 

| **Delaware**                                                     | ** ** | **46-0418532**                         |
|------------------------------------------------------------------|------------|----------------------------------------|
| (State or other jurisdiction of   incorporation or organization) |       | (I.R.S. Employer   Identification No.) |
|                                                             |       |                                   |
| **225 South Main Avenue,   Sioux Falls, SD**                     | ** ** | ** **

**57104**                  |
| (Address of principal executive offices)                         |       | (ZIP Code)                             |

 

(**605) 333-7556**

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

 

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).  Yes o  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

| Large accelerated filer o      |   | Accelerated filer o              |
|-----------------------------------------------|--------|--------------------------------------------|
|                                          |   |                                       |
| Non-accelerated filer o             |   | Smaller reporting company x |
| (Do not check if a smaller reporting company) |   |                                       |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

 

As of May 6, 2011, there were 6,978,561 shares of the registrant’s common stock outstanding.

 

 

 

----

Table of Contents

 

**Quarterly Report on Form 10-Q**

**Table of Contents**

 
| ** **                                     | ** **                                                                                       | **Page Number** |
|------------------------------------------------|--------------------------------------------------------------------------------------------------|----------------------|
|                                           |                                                                                             |                 |
| **PART I —   FINANCIAL INFORMATION** |                                                                                             |
|                                           |                                                                                             |                 |
| Item 1.                                        | Financial Statements (Unaudited):                                                                |                 |
|                                           |                                                                                             |                 |
|                                           | Consolidated   Statements of Financial Condition At March 31, 2011 and June 30,   2010 | 1                    |
|                                           |                                                                                             |                 |
|                                           | Consolidated Statements of Income for the Nine Months   Ended March 31, 2011 and 2010       | 2                    |
|                                           |                                                                                             |                 |
|                                           | Consolidated Statements of Cash Flows for the Nine   Months Ended March 31, 2011 and 2010   | 3                    |
|                                           |                                                                                             |                 |
|                                           | Notes to Consolidated Financial Statements                                                       | 4                    |
|                                           |                                                                                             |                 |
| Item 2.                                        | Management’s   Discussion and Analysis of Financial Condition and Results of Operations     | 25                   |
|                                           |                                                                                             |                 |
| Item 3.                                        | Quantitative   and Qualitative Disclosures about Market Risk                                     | 45                   |
|                                           |                                                                                             |                 |
| Item 4.                                        | Controls and   Procedures                                                                        | 46                   |
|                                           |                                                                                             |                 |
| **PART II — OTHER   INFORMATION**    |                                                                                             |
|                                           |                                                                                             |                 |
| Item 1.                                        | Legal Proceedings                                                                                | 47                   |
|                                           |                                                                                             |                 |
| Item 1A.                                       | Risk Factors                                                                                     | 47                   |
|                                           |                                                                                             |                 |
| Item 2.                                        | Unregistered   Sales of Equity Securities and Use of Proceeds                                    | 47                   |
|                                           |                                                                                             |                 |
| Item 3.                                        | Defaults upon   Senior Securities                                                                | 47                   |
|                                           |                                                                                             |                 |
| Item 4.                                        | [Removed and Reserved]                                                                           | 47                   |
|                                           |                                                                                             |                 |
| Item 5.                                        | Other Information                                                                                | 47                   |
|                                           |                                                                                             |                 |
| Item 6.                                        | Exhibits                                                                                         | 47                   |
|                                           |                                                                                             |                 |
| Form 10-Q                                 | Signature Page                                                                                   | 48                   |

 

----

Table of Contents

 

 

**PART I - FINANCIAL INFORMATION**

 

**Item 1.  *Financial Statements***

 

**HF FINANCIAL CORP.**

**CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION**

**(Dollars in thousands, except share data)**

 
| ** **                                                                                                                                                        | ** ** | **March 31, 2011** | ** ** | **June 30, 2010** | ** ** |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------|------------|-----------------------------|------------|
| ** **                                                                                                                                                        | ** ** | **(Unaudited)**              | ** ** | **(Audited)**               | ** ** |
| **ASSETS**                                                                                                                                                        | ** ** | ** **                   | ** ** | ** **                  | ** ** |
| Cash and cash equivalents                                                                                                                                         |       | $                            | 30,890     |                        | $          | 20,805 |   |
| Securities available for sale                                                                                                                                     |       | 263,943                      |       | 264,442                     |       |
| Federal Home Loan Bank stock                                                                                                                                      |       | 8,671                        |       | 10,334                      |       |
| Loans held for sale                                                                                                                                               |       | 6,669                        |       | 25,287                      |       |
|                                                                                                                                                              |       |                         |       |                        |       |
| Loans and leases receivable                                                                                                                                       |       | 838,752                      |       | 872,279                     |       |
| Allowance for loan and lease losses                                                                                                                               |       | (13,495                      | )          | (9,575                      | )          |
| Net loans and leases receivable                                                                                                                                   |       | 825,257                      |       | 862,704                     |       |
|                                                                                                                                                              |       |                         |       |                        |       |
| Accrued interest receivable                                                                                                                                       |       | 8,409                        |       | 8,785                       |       |
| Office properties and equipment, net of   accumulated depreciation                                                                                                |       | 15,005                       |       | 14,973                      |       |
| Foreclosed real estate and other properties                                                                                                                       |       | 664                          |       | 946                         |       |
| Cash value of life insurance                                                                                                                                      |       | 15,563                       |       | 15,144                      |       |
| Servicing rights                                                                                                                                                  |       | 13,122                       |       | 12,733                      |       |
| Goodwill, net                                                                                                                                                     |       | 4,366                        |       | 4,366                       |       |
| Other assets                                                                                                                                                      |       | 14,724                       |       | 12,496                      |       |
| Total assets                                                                                                                                                      |       | $                            | 1,207,283  |                        | $          | 1,253,015 |   |
|                                                                                                                                                              |       |                         |       |                        |       |
| **LIABILITIES AND STOCKHOLDERS’   EQUITY**                                                                                                                   |       |                         |       |                        |       |
|                                                                                                                                                              |       |                         |       |                        |       |
| LIABILITIES                                                                                                                                                       |       |                         |       |                        |       |
| Deposits                                                                                                                                                          |       | $                            | 888,398    |                        | $          | 914,264 |   |
| Advances from Federal Home Loan Bank and other   borrowings                                                                                                       |       | 162,386                      |       | 190,719                     |       |
| Subordinated debentures payable to trusts                                                                                                                         |       | 27,837                       |       | 27,837                      |       |
| Advances by borrowers for taxes and insurance                                                                                                                     |       | 18,699                       |       | 11,460                      |       |
| Accrued expenses and other liabilities                                                                                                                            |       | 14,427                       |       | 14,300                      |       |
| Total liabilities                                                                                                                                                 |       | 1,111,747                    |       | 1,158,580                   |       |
|                                                                                                                                                              |       |                         |       |                        |       |
| STOCKHOLDERS’ EQUITY                                                                                                                                         |       |                         |       |                        |       |
| Preferred stock, $.01 par value, 500,000 shares   authorized, none outstanding                                                                                    |       | —                       |       | —                      |       |
| Common stock, $.01 par value, 10,000,000 shares   authorized, 9,062,016 and 9,025,792 shares issued at March 31, 2011 and   June 30, 2010, respectively |       | 91                           |       | 90                          |       |
| Additional paid-in capital                                                                                                                                        |       | 45,021                       |       | 44,496                      |       |
| Retained earnings, substantially restricted                                                                                                                       |       | 84,352                       |       | 84,011                      |       |
| Accumulated other comprehensive (loss), net of   related deferred tax effect                                                                                      |       | (3,031                       | )          | (3,265                      | )          |
| Less cost of treasury stock, 2,083,455 and   2,083,455 shares at March 31, 2011 and June 30, 2010, respectively                                         |       | (30,897                      | )          | (30,897                     | )          |
| Total stockholders’ equity                                                                                                                                   |       | 95,536                       |       | 94,435                      |       |
| Total liabilities and stockholders’ equity                                                                                                                   |       | $                            | 1,207,283  |                        | $          | 1,253,015 |   |

 

*See accompanying notes to unaudited consolidated financial statements.*

 

1

----

Table of Contents

 

**HF FINANCIAL CORP.**

**CONSOLIDATED STATEMENTS OF INCOME**

**(Dollars in thousands, except share data)**

**(Unaudited)**

 
| ** **                                                                | ** ** | **Three Months Ended** | ** ** | **Nine Months Ended** | ** ** |
|---------------------------------------------------------------------------|------------|----------------------------------|------------|---------------------------------|------------|
| ** **                                                                | ** ** | **March 31,**               | ** ** | **March 31,**              | ** ** |
| ** **                                                                | ** ** | **2011**                         | ** ** | **2010**                        | ** ** | **2011** | ** ** | **2010** | ** ** |
| Interest, dividend and loan fee income:                                   |       |                             |       |                            |       |   |   |   |   |
| Loans and leases receivable                                               |       | $                                | 11,781     |                            | $          | 12,192 |   | $ | 37,029 |   | $ | 36,887 |   |
| Investment securities and interest-earning   deposits                     |       | 1,396                            |       | 1,928                           |       | 4,350 |   | 6,213 |   |
|                                                                      |       | 13,177                           |       | 14,120                          |       | 41,379 |   | 43,100 |   |
| Interest expense:                                                         |       |                             |       |                            |       |   |   |   |   |
| Deposits                                                                  |       | 2,280                            |       | 2,826                           |       | 7,320 |   | 9,682 |   |
| Advances from Federal Home Loan Bank and other   borrowings               |       | 1,851                            |       | 1,941                           |       | 5,747 |   | 6,456 |   |
|                                                                      |       | 4,131                            |       | 4,767                           |       | 13,067 |   | 16,138 |   |
| Net interest income                                                       |       | 9,046                            |       | 9,353                           |       | 28,312 |   | 26,962 |   |
| Provision for losses on loans and leases                                  |       | 1,949                            |       | 981                             |       | 6,584 |   | 1,748 |   |
|                                                                      |       |                             |       |                            |       |   |   |   |   |
| Net interest income after provision for losses on   loans and leases      |       | 7,097                            |       | 8,372                           |       | 21,728 |   | 25,214 |   |
|                                                                      |       |                             |       |                            |       |   |   |   |   |
| Noninterest income:                                                       |       |                             |       |                            |       |   |   |   |   |
| Fees on deposits                                                          |       | 1,399                            |       | 1,293                           |       | 4,598 |   | 4,142 |   |
| Loan servicing income                                                     |       | 306                              |       | 527                             |       | 1,225 |   | 1,506 |   |
| Gain on sale of loans, net                                                |       | 624                              |       | 369                             |       | 2,474 |   | 1,402 |   |
| Earnings on cash value of life insurance                                  |       | 165                              |       | 161                             |       | 499 |   | 489 |   |
| Trust income                                                              |       | 170                              |       | 173                             |       | 486 |   | 637 |   |
| Gain on sale of securities, net                                           |       | 132                              |       | 229                             |       | 623 |   | 1,365 |   |
|                                                                      |       |                             |       |                            |       |   |   |   |   |
| Total other-than-temporary impairment losses                              |       | (399                             | )          | 59                              |       | (399 | ) | (2,022 | ) |
| Portion of loss recognized in other comprehensive   income (before taxes) |       | (150                             | )          | (263                            | )          | (150 | ) | (380 | ) |
| Net impairment losses recognized in earnings                              |       | (549                             | )          | (204                            | )          | (549 | ) | (2,402 | ) |
|                                                                      |       |                             |       |                            |       |   |   |   |   |
| Other                                                                     |       | 327                              |       | 262                             |       | 841 |   | 622 |   |
|                                                                      |       | 2,574                            |       | 2,810                           |       | 10,197 |   | 7,761 |   |
| Noninterest expense:                                                      |       |                             |       |                            |       |   |   |   |   |
| Compensation and employee benefits                                        |       | 5,400                            |       | 5,078                           |       | 16,479 |   | 15,380 |   |
| Occupancy and equipment                                                   |       | 1,185                            |       | 1,161                           |       | 3,462 |   | 3,345 |   |
| FDIC insurance                                                            |       | 471                              |       | 325                             |       | 1,222 |   | 985 |   |
| Check and data processing expense                                         |       | 719                              |       | 659                             |       | 2,085 |   | 2,034 |   |
| Professional fees                                                         |       | 499                              |       | 338                             |       | 1,663 |   | 1,275 |   |
| Marketing and community investment                                        |       | 215                              |       | 319                             |       | 1,090 |   | 1,284 |   |
| Foreclosed real estate and other properties, net                          |       | 31                               |       | 34                              |       | 166 |   | 101 |   |
| Other                                                                     |       | 569                              |       | 609                             |       | 1,990 |   | 1,847 |   |
|                                                                      |       | 9,089                            |       | 8,523                           |       | 28,157 |   | 26,251 |   |
|                                                                      |       |                             |       |                            |       |   |   |   |   |
| Income before income taxes                                                |       | 582                              |       | 2,659                           |       | 3,768 |   | 6,724 |   |
|                                                                      |       |                             |       |                            |       |   |   |   |   |
| Income tax expense                                                        |       | 123                              |       | 868                             |       | 1,076 |   | 2,117 |   |
|                                                                      |       |                             |       |                            |       |   |   |   |   |
| Net income                                                                |       | $                                | 459        |                            | $          | 1,791 |   | $ | 2,692 |   | $ | 4,607 |   |
|                                                                      |       |                             |       |                            |       |   |   |   |   |
| Comprehensive income                                                      |       | $                                | 1,810      |                            | $          | 2,042 |   | $ | 2,926 |   | $ | 5,541 |   |
|                                                                      |       |                             |       |                            |       |   |   |   |   |
| Basic earnings per common share:                                          |       | $                                | 0.07       |                            | $          | 0.26 |   | $ | 0.39 |   | $ | 0.86 |   |
| Diluted earnings per common share:                                        |       | 0.07                             |       | 0.26                            |       | 0.39 |   | 0.86 |   |
| Dividends declared per common share                                       |       | 0.11                             |       | 0.11                            |       | 0.34 |   | 0.34 |   |

 

*See accompanying notes to unaudited consolidated financial statements.*

 

2

----

Table of Contents

 

**HF FINANCIAL CORP.**

**CONSOLIDATED STATEMENTS OF CASH FLOWS**

**(Dollars in thousands, except share data)**

**(Unaudited)**

 
| ** **                                                                                             | ** ** | **Nine Months Ended March 31,** | ** ** |
|--------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------|------------|
| ** **                                                                                             | ** ** | **2011**                                            | ** ** | **2010** | ** ** |
| Cash flows from operating activities                                                                   |       |                                                |       |   |   |
| Net income                                                                                             |       | $                                                   | 2,692      |   | $ | 4,607 |   |
| Adjustments to reconcile net income to net cash provided   by (used in) operating activities           |       |                                                |       |   |   |
| Provision for losses on loans and leases                                                               |       | 6,584                                               |       | 1,748 |   |
| Depreciation                                                                                           |       | 1,437                                               |       | 1,499 |   |
| Amortization of discounts and premiums on   securities and other                                       |       | 3,998                                               |       | 2,418 |   |
| Stock based compensation                                                                               |       | 386                                                 |       | 525 |   |
| Net change in loans held for resale                                                                    |       | 21,092                                              |       | (8,583 | ) |
| (Gain) on sale of loans, net                                                                           |       | (2,474                                              | )          | (1,402 | ) |
| Realized (gain) on sale of securities, net                                                             |       | (623                                                | )          | (1,365 | ) |
| Other-than-temporary impairments recognized in   noninterest income                                    |       | 549                                                 |       | 2,402 |   |
| (Gains) losses and provision-for-losses on sales   of foreclosed real estate and other properties, net |       | 44                                                  |       | (5 | ) |
| Loss on disposal of office properties and   equipment, net                                             |       | —                                              |       | 4 |   |
| Change in other assets and liabilities                                                                 |       | (3,244                                              | )          | (10,839 | ) |
| Net cash provided by (used in) operating   activities                                                  |       | 30,441                                              |       | (8,991 | ) |
| Cash flows from investing activities                                                                   |       |                                                |       |   |   |
| Loan participations purchased                                                                          |       | (412                                                | )          | (2,250 | ) |
| Net change in loans outstanding                                                                        |       | 30,644                                              |       | 1,330 |   |
| Securities available for sale                                                                          |       |                                                |       |   |   |
| Sales, maturities, repayments and adjustments                                                          |       | 75,973                                              |       | 78,618 |   |
| Purchases                                                                                              |       | (77,848                                             | )          | (122,163 | ) |
| Purchase of Federal Home Loan Bank stock                                                               |       | (3,604                                              | )          | (4,104 | ) |
| Redemption of Federal Home Loan Bank stock                                                             |       | 5,267                                               |       | 4,353 |   |
| Proceeds from sale of office properties and   equipment                                                |       | —                                              |       | 2,048 |   |
| Purchase of office properties and equipment                                                            |       | (1,469                                              | )          | (1,953 | ) |
| Purchase of servicing rights                                                                           |       | (590                                                | )          | (1,108 | ) |
| Proceeds from sale of foreclosed real estate and   other properties                                    |       | 854                                                 |       | 330 |   |
| Net cash provided by (used in) investing   activities                                                  |       | 28,815                                              |       | (44,899 | ) |
| Cash flows from financing activities                                                                   |       |                                                |       |   |   |
| Net increase (decrease) in deposit accounts                                                            |       | (25,866                                             | )          | 1,692 |   |
| Proceeds of advances from Federal Home Loan Bank   and other borrowings                                |       | 509,876                                             |       | 1,357,120 |   |
| Payments on advances from Federal Home Loan Bank   and other borrowings                                |       | (538,209                                            | )          | (1,326,602 | ) |
| Increase in advances by borrowers                                                                      |       | 7,239                                               |       | 4,618 |   |
| Proceeds from issuance of common stock                                                                 |       | 140                                                 |       | 20,660 |   |
| Cash dividends paid                                                                                    |       | (2,351                                              | )          | (1,689 | ) |
| Net cash provided by (used in) financing   activities                                                  |       | (49,171                                             | )          | 55,799 |   |
| Increase in cash and cash equivalents                                                                  |       | 10,085                                              |       | 1,909 |   |
| Cash and cash equivalents                                                                              |       |                                                |       |   |   |
| Beginning                                                                                              |       | 20,805                                              |       | 18,511 |   |
| Ending                                                                                                 |       | $                                                   | 30,890     |   | $ | 20,420 |   |
| Supplemental disclosures of cash flows information                                                     |       |                                                |       |   |   |
| Cash payments for interest                                                                             |       | $                                                   | 13,598     |   | $ | 21,054 |   |
| Cash payments for income and franchise taxes, net                                                      |       | 1,443                                               |       | 2,795 |   |

 

*See accompanying notes to unaudited consolidated financial statements.*

 

3

----

Table of Contents

 

**HF FINANCIAL CORP.**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

**FOR THE NINE MONTHS ENDED MARCH 31, 2011 AND 2010**

**(Unaudited)**

 

**NOTE 1—SELECTED ACCOUNTING POLICIES**

 

*Basis of Financial Statement Presentation*

 

The consolidated financial information of HF Financial Corp. (the “Company”) and its wholly-owned subsidiaries included in this Quarterly Report on Form 10-Q is unaudited.  However, in the opinion of management, adjustments (consisting of normal recurring adjustments) necessary for a fair presentation for the interim periods have been included.  Results for any interim period are not necessarily indicative of results to be expected for the fiscal year.  Interim consolidated financial statements and the notes thereto should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2010 (“fiscal 2010”), filed with the Securities and Exchange Commission.  The accounting and reporting policies of the Company and its subsidiaries conform to accounting principles generally accepted in the United States of America (“GAAP”) and to general practice within the industry.

 

The interim consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, Home Federal Bank (the “Bank”), HF Financial Group, Inc. (“HF Group”) and HomeFirst Mortgage Corp. (the “Mortgage Corp.”), and the Bank’s wholly-owned subsidiaries, Mid America Capital Services, Inc. (“Mid America Capital”), Hometown Investment Services, Inc. (“Hometown”), Mid-America Service Corporation and PMD, Inc.  The interim consolidated financial statements reflect the deconsolidation of the wholly-owned subsidiary trusts of the Company: HF Financial Capital Trust III (“Trust III”), HF Financial Capital Trust IV (“Trust IV”), HF Financial Capital Trust V (“Trust V”) and HF Financial Capital Trust VI (“Trust VI”). See Note 11 of “Notes to Consolidated Financial Statements.”  All intercompany balances and transactions have been eliminated in consolidation.

 

Management has evaluated subsequent events for potential disclosure or recognition through May 13, 2011, the date of the filing of the consolidated financial statements with the Securities and Exchange Commission.

 

**NOTE 2—REGULATORY CAPITAL**

 

The following table sets forth the Bank’s compliance with its minimum capital requirements for a well-capitalized institution at March 31, 2011:

 
| ** **                                            | ** ** | **Amount**                           | ** ** | **Percent** | ** ** |
|-------------------------------------------------------|------------|--------------------------------------|------------|-------------|------------|
| ** **                                            | ** ** | **(Dollars in Thousands)** | ** ** |
| Tier I (core) capital (to adjusted total assets):     |       |                                 |       |        |       |
| Required                                              |       | $                                    | 60,086     |        | 5.00       | % |
| Actual                                                |       | 112,844                              |       | 9.39        |       |
| Excess over required                                  |       | 52,758                               |       | 4.39        |       |
|                                                  |       |                                 |       |        |       |
| Total Risk-based capital (to risk-weighted   assets): |       |                                 |       |        |       |
| Required                                              |       | $                                    | 96,334     |        | 10.00      | % |
| Actual                                                |       | 121,373                              |       | 12.60       |       |
| Excess over required                                  |       | 25,039                               |       | 2.60        |       |

 

**NOTE 3—EARNINGS PER COMMON SHARE**

 

Basic earnings per common share is computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period.  Shares outstanding include the nonvested shares of the Company.  See Note 10 “Stock-Based Compensation Plans” for additional information related to the novested share activity.  Shares issued during the period and shares reacquired during the period are weighted for the portion of the period they were outstanding.  The weighted average number of basic common shares outstanding for the three months ended March 31, 2011 and 2010 was 6,978,561 and 6,938,538, 

 

4

----

Table of Contents

 

respectively.  The weighted average number of basic common shares outstanding for the nine months ended March 31, 2011 and 2010 was 6,965,120 and 5,378,964, respectively.

 

Dilutive earnings per common share is similar to the computation of basic earnings per common share except the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive options outstanding had been exercised. The weighted average number of common and dilutive potential common shares outstanding for the three months ended March 31, 2011 and 2010 was 6,981,533 and 6,940,628, respectively.  The weighted average number of common and dilutive potential common shares outstanding for the nine months ended March 31, 2011 and 2010 was 6,966,878 and 5,384,144, respectively.

 

**NOTE 4****—****INVESTMENTS IN SECURITIES**

 

The amortized cost and fair values of investments in securities, all of which are classified as available for sale according to management’s intent, are as follows:

 
| ** **                                    | ** ** | **March 31,   2011** | ** ** |
|-----------------------------------------------|------------|---------------------------|------------|
| ** **                                    | ** ** | ** **                | ** ** | **Total Other-Than** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                    | ** ** | ** **                | ** ** | **Temporary** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                    | ** ** | ** **                | ** ** | **Impairment** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                    | ** ** | ** **                | ** ** | **Recognized in** | ** ** | **Adjusted** | ** ** | **Gross** | ** ** | **Gross** | ** ** | ** ** | ** ** |
| ** **                                    | ** ** | **Amortized**             | ** ** | **Accumulated Other** | ** ** | **Carrying** | ** ** | **Unrealized** | ** ** | **Unrealized** | ** ** | **Fair** | ** ** |
| ** **                                    | ** ** | **Cost**                  | ** ** | **Comprehensive Income** | ** ** | **Cost** | ** ** | **Gains** | ** ** | **(Losses)** | ** ** | **Value** | ** ** |
|                                          |       |                      |       |   |   |   |   |   |   |   |   |   |   |
| Debt   securities:                            |       |                      |       |   |   |   |   |   |   |   |   |   |   |
| U.S. government agencies                      |       | $                         | 4,018      |   | $ | — |   | $ | 4,018 |   | $ | 7 |   | $ | (34 | ) | $ | 3,991 |   |
| Municipal bonds                               |       | 13,045                    |       | — |   | 13,045 |   | 394 |   | (20 | ) | 13,419 |   |
| Trust preferred securities                    |       | 12,431                    |       | (3,629 | ) | 8,802 |   | — |   | (5,399 | ) | 3,403 |   |
|                                          |       | 29,494                    |       | (3,629 | ) | 25,865 |   | 401 |   | (5,453 | ) | 20,813 |   |
|                                          |       |                      |       |   |   |   |   |   |   |   |   |   |   |
| Equity   securities:                          |       |                      |       |   |   |   |   |   |   |   |   |   |   |
| FNMA                                          |       | 8                         |       | (8 | ) | — |   | — |   | — |   | — |   |
| Federal Ag Mortgage                           |       | 7                         |       | — |   | 7 |   | — |   | — |   | 7 |   |
| Other investments                             |       | 253                       |       | — |   | 253 |   | — |   | — |   | 253 |   |
|                                          |       | 268                       |       | (8 | ) | 260 |   | — |   | — |   | 260 |   |
|                                          |       |                      |       |   |   |   |   |   |   |   |   |   |   |
| Agency residential mortgage-backed securities |       | 238,697                   |       | — |   | 238,697 |   | 4,596 |   | (423 | ) | 242,870 |   |
|                                          |       | $                         | 268,459    |   | $ | (3,637 | ) | $ | 264,822 |   | $ | 4,997 |   | $ | (5,876 | ) | $ | 263,943 |   |

 

5

----

Table of Contents

 
| ** **                                    | ** ** | **March 31, 2010** | ** ** |
|-----------------------------------------------|------------|------------------------------|------------|
| ** **                                    | ** ** | ** **                   | ** ** | **Total Other-Than** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                    | ** ** | ** **                   | ** ** | **Temporary** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                    | ** ** | ** **                   | ** ** | **Impairment** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| ** **                                    | ** ** | ** **                   | ** ** | **Recognized in** | ** ** | **Adjusted** | ** ** | **Gross** | ** ** | **Gross** | ** ** | ** ** | ** ** |
| ** **                                    | ** ** | **Amortized**                | ** ** | **Accumulated Other** | ** ** | **Carrying** | ** ** | **Unrealized** | ** ** | **Unrealized** | ** ** | **Fair** | ** ** |
| ** **                                    | ** ** | **Cost**                     | ** ** | **Comprehensive Income** | ** ** | **Cost** | ** ** | **Gains** | ** ** | **(Losses)** | ** ** | **Value** | ** ** |
| ** **                                    | ** ** | ** **                   | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Debt   securities:                            |       |                         |       |   |   |   |   |   |   |   |   |   |   |
| U.S. government agencies                      |       | $                            | 5,183      |   | $ | — |   | $ | 5,183 |   | $ | 16 |   | $ | (3 | ) | $ | 5,196 |   |
| Municipal bonds                               |       | 13,435                       |       | — |   | 13,435 |   | 429 |   | (56 | ) | 13,808 |   |
| Trust preferred securities                    |       | 12,309                       |       | (2,799 | ) | 9,510 |   | — |   | (5,108 | ) | 4,402 |   |
|                                          |       | 30,927                       |       | (2,799 | ) | 28,128 |   | 445 |   | (5,167 | ) | 23,406 |   |
|                                          |       |                         |       |   |   |   |   |   |   |   |   |   |   |
| Equity   securities:                          |       |                         |       |   |   |   |   |   |   |   |   |   |   |
| FNMA                                          |       | 8                            |       | (8 | ) | — |   | — |   | — |   | — |   |
| Federal Ag Mortgage                           |       | 7                            |       | — |   | 7 |   | — |   | (2 | ) | 5 |   |
| Other investments                             |       | 253                          |       | — |   | 253 |   | — |   | — |   | 253 |   |
|                                          |       | 268                          |       | (8 | ) | 260 |   | — |   | (2 | ) | 258 |   |
|                                          |       |                         |       |   |   |   |   |   |   |   |   |   |   |
| Agency residential mortgage-backed securities |       | 238,741                      |       | — |   | 238,741 |   | 3,929 |   | (679 | ) | 241,991 |   |
|                                          |       | $                            | 269,936    |   | $ | (2,807 | ) | $ | 267,129 |   | $ | 4,374 |   | $ | (5,848 | ) | $ | 265,655 |   |

 

Management has implemented a process to identify securities that could potentially have a credit impairment that is other-than-temporary.  This process involves evaluation of the length of time and extent to which the fair value has been less than the amortized cost basis, review of available information regarding the financial position of the issuer, monitoring the rating of the security, cash flow projections, and the Company’s intent to sell a security or whether it is more likely than not it will be required to sell the security before the recovery of its amortized cost which, in some cases, may extend to maturity.  To the extent the Company determines that a security is deemed to be other-than-temporarily impaired, an impairment loss is recognized.

 

For all securities that are considered temporarily impaired, the Company does not intend to sell these securities (has not made a decision to sell) and it is not more likely than not that the Company will be required to sell the security before recovery of its amortized cost, which may occur at maturity.  The Company believes that it will collect all principal and interest due on all investments that have amortized cost in excess of fair value that are considered only temporarily impaired.

 

6

----

Table of Contents

 

The following table presents the fair value and age of gross unrealized losses by investment category at March 31, 2011:

 
| ** **                                    | ** ** | **Less than 12 Months** | ** ** | **12 Months or More** | ** ** | **Total**  | ** ** |
|-----------------------------------------------|------------|----------------------------------------|------------|--------------------------------------|------------|------------|------------|
| ** **                                    | ** ** | ** **                             | ** ** | **Gross**                            | ** ** | ** ** | ** ** | **Gross** | ** ** | ** ** | ** ** | **Gross** | ** ** |
| ** **                                    | ** ** | **Fair**                               | ** ** | **Unrealized**                       | ** ** | **Fair**   | ** ** | **Unrealized** | ** ** | **Fair** | ** ** | **Unrealized** | ** ** |
| ** **                                    | ** ** | **Value**                              | ** ** | **(Losses)**                         | ** ** | **Value**  | ** ** | **(Losses)** | ** ** | **Value** | ** ** | **(Losses)** | ** ** |
| ** **                                    | ** ** | **(Dollars in Thousands)**   | ** ** |
| Debt securities:                              |       |                                   |       |                                 |       |       |       |   |   |   |   |   |   |
| U.S. government agencies                      |       | $                                      | 1,984      |                                 | $          | (34        | )          | $ | — |   | $ | — |   | $ | 1,984 |   | $ | (34 | ) |
| Municipal bonds                               |       | 1,352                                  |       | (17                                  | )          | 258        |       | (3 | ) | 1,610 |   | (20 | ) |
| Trust preferred securities                    |       | —                                 |       | —                               |       | 3,403      |       | (5,399 | ) | 3,403 |   | (5,399 | ) |
|                                          |       | 3,336                                  |       | (51                                  | )          | 3,661      |       | (5,402 | ) | 6,997 |   | (5,453 | ) |
| Equity securities:                            |       |                                   |       |                                 |       |       |       |   |   |   |   |   |   |
| Federal Ag Mortgage                           |       | —                                 |       | —                               |       | —     |       | — |   | — |   | — |   |
|                                          |       |                                   |       |                                 |       |       |       |   |   |   |   |   |   |
| Agency residential mortgage-backed securities |       | 59,049                                 |       | (420                                 | )          | 160        |       | (3 | ) | 59,209 |   | (423 | ) |
|                                          |       | $                                      | 62,385     |                                 | $          | (471       | )          | $ | 3,821 |   | $ | (5,405 | ) | $ | 66,206 |   | $ | (5,876 | ) |

 

For the three months ended March 31, 2011, gross proceeds from the securities sold at a gain were $7.2 million, resulting in a gain on sale of securities of $132,000.  This compares to gross proceeds of $12.1 million, resulting in a gain on sale of securities of $230,000 for the three months ended March 31, 2010.  No securities were sold for a loss during the third quarter of fiscal 2011, compared to the third quarter of fiscal 2010, which had gross proceeds from the securities sold at a loss of $1.2 million, resulting in a loss on sale of securities of $1,000.

 

For the nine months ended March 31, 2011, gross proceeds from the securities sold at a gain were $25.1 million, resulting in a gain on sale of securities of $623,000.  This compares to gross proceeds of $36.4 million, resulting in a gain on sale of securities of $1.4 million for the nine months ended March 31, 2010.  No securities were sold for a loss during the first three quarters of fiscal 2011, compared to the same period of the prior fiscal year which had gross proceeds from the securities sold at a loss of $1.2 million, resulting in a loss on sale of securities of $1,000.

 

The unrealized losses reported for U.S. government agencies relate to two securities issued by the Federal National  Mortgage Association (“FNMA”) or Federal Home Loan Bank (“FHLB”).  These unrealized losses are primarily attributable to changes in interest rates and the contractual cash flows of these investments which are guaranteed by an agency of the U.S. government.  Management does not believe the unrealized losses as of March 31, 2011 represent an other-than-temporary impairment for these investments.  The Company does not have the intent to sell these securities (has not made a decision to sell) and has assessed that it is not more likely than not that the Company will be required to sell these securities before anticipated recovery of amortized cost.

 

The unrealized losses reported for municipal bonds relate to nine municipal general obligation or revenue bonds.  The unrealized losses are primarily attributed to changes in credit spreads or market interest rate increases since the securities were originally acquired, rather than due to credit or other causes.  Management does not believe any individual unrealized losses as of March 31, 2011 represent an other-than-temporary impairment for these investments.  The Company does not have the intent to sell these securities (has not made a decision to sell) and has assessed that it is not more likely than not that the Company will be required to sell these securities before anticipated recovery of amortized cost.

 

The unrealized losses reported for agency residential mortgage-backed securities relate to 28 securities issued by the FNMA, the Government National Mortgage Association (“GNMA”), or the Federal Home Loan Mortgage Corporation (“FHLMC”).  These unrealized losses are primarily attributable to changes in interest rates and the contractual cash flows of those investments which are guaranteed by an agency of the U.S. government.  Management does not believe any of these unrealized losses as of March 31, 2011 represent an other-than-temporary impairment for those investments.  The Company does not have the intent to sell these securities (has not made a decision to sell) and has assessed that it is not more likely than not that the Company will be required to sell these securities before anticipated recovery of amortized cost.

 

7

----

Table of Contents

 

**Pooled Trust Preferred Securities**

 

The unrealized losses reported for trust preferred securities are attributable to six rated pooled securities. Rating downgrades regarding these investments have occurred, placing each in a below investment grade rating. The securities have an adjusted carrying cost of $7.5 million rated Ca and $1.3 million rated C.  The market for these securities is currently inactive. The CUSIPs of the trust preferred securities rated Ca are 74042TAE1, 740417AB6, 74042CAE8, 74041RAB2, and 55312HAE9, while the trust preferred security rated C is 74041EAC9. The Company performed assessments of available information for each security during the third quarter ended March 31, 2011, and also considered factors such as overall deal structure and its position within the structure, quality of underlying issuers within each pool, defaults and recoveries, loss severities and prepayments. No recoveries are assumed for defaults.  Each security is evaluated independently for estimates of deferrals and future defaults based upon the review of financial position of the underlying issuers.  Actual deferrals may be treated differently than defaults based upon the review of financial position of the underlying issuers and a probability assigned to the curing of the deferral.  The recovery rate for deferrals may range from 0% to 100% based upon the expected financial viability of the issuer.  Management considers prepayment assumptions for each security and has utilized a range of 0% to 1% under multiple cash flow scenarios for each security, based upon market conditions and an attempt to consider potential variability in cash flows.

 

Based upon scenarios developed in regard to this information, management compared the present value of best estimates of cash flows expected to be collected from each security at the security’s effective interest rate to the amortized cost basis of each security. Management utilizes the security’s original discount margin at the time of purchase based upon the purchase price.  The discount margin is then added to the appropriate 3-Month LIBOR spot rate obtained from the forward LIBOR curve used to project future principal and interest payments.  For the fixed rate security, management utilizes the security’s effective interest rate.  Management determined that one trust preferred security exhibited an other-than-temporary impairment credit loss for the quarter ended March 31, 2011.  See Note 14 “Financial Instruments and Fair Value Measurement” for additional information related to the determination of fair value. The Company does not have the intent to sell these six securities (has not made a decision to sell) and has assessed that it is not more likely than not that the Company will be required to sell these securities before anticipated recovery of fair value. Within this segment, five securities with amortized cost of $7.0 million are quarterly variable-rate securities tied to 3-month LIBOR.

 

Specific rating and collateral information regarding the pooled trust preferred securities follow at March 31, 2011:

 
| ** **                           | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** **      | ** ** | ** **                         | ** ** | ** **          | ** ** | ** **              | ** ** | **% of Original** | ** ** | ** **              | ** ** |
|--------------------------------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|-----------------|------------|------------------------------------|------------|---------------------|------------|-------------------------|------------|-----------------------------|------------|-------------------------|------------|
| ** **                           | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** **      | ** ** | ** **                         | ** ** | ** **          | ** ** | **Number**              | ** ** | **Collateral**              | ** ** | **Subordination**       | ** ** |
| ** **                           | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** **      | ** ** | **Credit Rating**             | ** ** | **Number**          | ** ** | **of Issuers**     | ** ** | **Defaulted and**      | ** ** | **as % of**   | ** ** |
| ** **                           | ** ** | ** ** | ** ** | **Par**    | ** ** | **Book**   | ** ** | **Fair**   | ** ** | **Unrealized**  | ** ** | **Assigned**                       | ** ** | **of Issuers** | ** ** | **Currently**           | ** ** | **Currently**               | ** ** | **Performing**          | ** ** |
| **CUSIP**                            | ** ** | **Class**  | ** ** | **Value**  | ** ** | **Value**  | ** ** | **Value**  | ** ** | **Gain/(Loss)** | ** ** | **Moody’s / Fitch** | ** ** | **In Pool**    | ** ** | **Performing (1)** | ** ** | **Deferring (2)**      | ** ** | **Collateral (3)** | ** ** |
| **(Dollars in Thousands)** |
| ** **                           | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** **      | ** ** | ** **                         | ** ** | ** **          | ** ** | ** **              | ** ** | ** **                  | ** ** | ** **              | ** ** |
| 740417AB6                            |       | MEZ        |       | $          | 664        |       | $          | 491        |       | $               | 320        |                               | $          | (171                | )          | Ca / D                  |       | 5                           |       | 3                       |       | 5.78 | % | -61.11 | % |
| 74041RAB2                            |       | MEZ        |       | 4,066      |       | 1,410      |       | 746        |       | (664            | )          | Ca / C                             |       | 19                  |       | 7                       |       | 30.74                       | %          | -171.57                 | %          |
| 74041EAC9                            |       | B          |       | 2,025      |       | 1,271      |       | 389        |       | (882            | )          | C / C                              |       | 56                  |       | 34                      |       | 40.59                       | %          | -36.56                  | %          |
| 74042TAE1                            |       | B          |       | 2,012      |       | 1,923      |       | 635        |       | (1,288          | )          | Ca / CC                            |       | 49                  |       | 34                      |       | 27.07                       | %          | -2.13                   | %          |
| 74042CAE8                            |       | B          |       | 1,963      |       | 1,874      |       | 665        |       | (1,209          | )          | Ca / CC                            |       | 59                  |       | 44                      |       | 21.89                       | %          | 4.69                    | %          |
| 55312HAE9                            |       | C2         |       | 2,000      |       | 1,833      |       | 647        |       | (1,186          | )          | Ca / C                             |       | 50                  |       | 41                      |       | 14.06                       | %          | -8.19                   | %          |
|                                      |            |            |            |            |            |            |            |            |            |                 |            |                                    |            |                     |            |                         |            |                             |            |                         |            |  |  |  |  |

 

----

(1) Excludes both defaulted issuers and issuers that have elected to defer payment of current interest.

(2) Collateral is identified as defaulted when a regulator closes an issuer. Collateral is identified as deferring when the Company becomes aware that an issuer has announced or elected to defer interest payment on trust preferred debt.

(3) “Subordination” in the schedule includes the effects of seniority level within the CDOs’ liability structure, and a 0% recovery rate for defaulted collateral.  Subordination represents the additional defaults that the CDO can absorb before the security experiences any potential credit impairment.  The numerator is all collateral less the sum of (i) 100% of the defaulted collateral, (ii) the sum of the amounts for each piece of deferring but not defaulted collateral and (iii) the amount of each CDO’s debt which is either senior to or pari passu with our security’s priority level.  The denominator is all collateral less the sum of (i) 100% of the defaulted collateral, (ii) the sum of the deferring but not defaulted collateral, and (iii) any accreted value of principal strips wthin the structure.

 

8

----

Table of Contents

 

The following table presents the amounts recognized in the Consolidated Statements of Income for other-than-temporary impairments related to credit losses charged to earnings:

 
| ** **                                                                                                                                                                                | ** ** | **Nine Months Ended**      | ** ** |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------|------------|
| ** **                                                                                                                                                                                | ** ** | **March 31, 2011**         | ** ** |
| ** **                                                                                                                                                                                | ** ** | **(Dollars in Thousands)** | ** ** |
| Beginning balance of credit losses on securities   held as of July 1, 2010 for which a portion of other-than-temporary   impairment was recognized in other comprehensive income (1) |       | $                                    | 3,088      |   |
|                                                                                                                                                                                      |       |                                 |       |
| Credit losses for which an other-than-temporary   impairment was not previously recognized                                                                                                |       | —                               |       |
|                                                                                                                                                                                      |       |                                 |       |
| Increases to the amount related to the credit   losses for which other-than-temporary was previously recognized                                                                           |       | 549                                  |       |
|                                                                                                                                                                                      |       |                                 |       |
| Ending balance of credit losses on securities held   as March 31, 2011 for which a portion of other-than-temporary impairment was   recognized in other comprehensive income              |       | $                                    | 3,637      |   |

 

----

(1) Includes $8 of other-than-temporary impairment related to Fannie Mae common stock

 

The composition and maturities of the investment securities portfolio, excluding equity securities, are indicated in the following table:

 
| ** **                                    | ** ** | **March 31, 2011**         | ** ** |
|-----------------------------------------------|------------|--------------------------------------|------------|
| ** **                                    | ** ** | ** **                           | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | **TOTAL** | ** ** |
| ** **                                    | ** ** | **Less than**                   | ** ** | **1 to 5** | ** ** | **5 to 10** | ** ** | **Over 10** | ** ** | **Adjusted** | ** ** | **Fair** | ** ** |
| ** **                                    | ** ** | **1 Year**                      | ** ** | **Years** | ** ** | **Years** | ** ** | **Years** | ** ** | **Carrying Cost** | ** ** | **Values** | ** ** |
| ** **                                    | ** ** | **(Dollars in Thousands)** | ** ** |
|                                          |       |                                 |       |   |   |   |   |   |   |   |   |   |   |
| U.S. government agencies                      |       | $                                    | —     |   | $ | 4,018 |   | $ | — |   | $ | — |   | $ | 4,018 |   | $ | 3,991 |   |
| Municipal bonds                               |       | 1,406                                |       | 4,576 |   | 5,018 |   | 2,045 |   | 13,045 |   | 13,419 |   |
| Trust preferred securities                    |       | —                               |       | — |   | — |   | 8,802 |   | 8,802 |   | 3,403 |   |
| Agency residential mortgage-backed securities |       | —                               |       | 1,329 |   | 7,217 |   | 230,151 |   | 238,697 |   | 242,870 |   |
| Total investment securities                   |       | $                                    | 1,406      |   | $ | 9,923 |   | $ | 12,235 |   | $ | 240,998 |   | $ | 264,562 |   | $ | 263,683 |   |

 

9

----

Table of Contents

 

**NOTE 5—LOANS AND LEASES RECEIVABLE**

 

The following tables summarize the activity in the allowance for credit losses by portfolio segment and the related statement balances at or for the nine months ended March 31, 2011:

 
| ** **                            | ** ** | ** **                           | ** ** | ** **     | ** ** | **Commercial**       | ** ** | ** **       | ** ** | ** **   | ** ** | ** ** | ** ** |
|---------------------------------------|------------|--------------------------------------|------------|----------------|------------|----------------------|------------|------------------|------------|--------------|------------|------------|------------|
| ** **                            | ** ** | **Residential**                      | ** ** | **Commercial** | ** ** | **Real Estate** | ** ** | **Agricultural** | ** ** | **Consumer** | ** ** | **Total**  | ** ** |
| ** **                            | ** ** | **(Dollars in Thousands)** | ** ** |
| **Allowance for Credit Losses:**      |       |                                 |       |           |       |                 |       |             |       |         |       |       |       |
| Balance at beginning of period        |       | $                                    | 216        |           | $          | 2,558                |       | $                | 1,885      |         | $          | 3,633      |       | $ | 1,283 |   | $ | 9,575 |   |
| Charge-offs                           |       | (15                                  | )          | (576           | )          | (64                  | )          | (1,231           | )          | (932         | )          | (2,818     | )          |
| Recoveries                            |       | 1                                    |       | 15             |       | —               |       | —           |       | 138          |       | 154        |       |
| Provisions                            |       | 36                                   |       | (72            | )          | (222                 | )          | 5,637            |       | 1,205        |       | 6,584      |       |
|                                  |       |                                 |       |           |       |                 |       |             |       |         |       |       |       |
| Balance at end of period              |       | $                                    | 238        |           | $          | 1,925                |       | $                | 1,599      |         | $          | 8,039      |       | $ | 1,694 |   | $ | 13,495 |   |
|                                  |       |                                 |       |           |       |                 |       |             |       |         |       |       |       |
| Individually evaluated for impairment |       | $                                    | —     |           | $          | 219                  |       | $                | 15         |         | $          | 4,569      |       | $ | — |   | $ | 4,803 |   |
| Collectively evaluated for impairment |       | 238                                  |       | 1,706          |       | 1,584                |       | 3,470            |       | 1,694        |       | 8,692      |       |
|                                  |       |                                 |       |           |       |                 |       |             |       |         |       |       |       |
| Balance at end of period              |       | $                                    | 238        |           | $          | 1,925                |       | $                | 1,599      |         | $          | 8,039      |       | $ | 1,694 |   | $ | 13,495 |   |
|                                  |       |                                 |       |           |       |                 |       |             |       |         |       |       |       |
| **Financing Receivables:**            |       |                                 |       |           |       |                 |       |             |       |         |       |       |       |
| Ending Balance:                       |       | $                                    | 64,732     |           | $          | 103,740              |       | $                | 283,103    |         | $          | 263,848    |       | $ | 123,329 |   | $ | 838,752 |   |
|                                  |       |                                 |       |           |       |                 |       |             |       |         |       |       |       |
| Individually evaluated for impairment |       | $                                    | —     |           | $          | 718                  |       | $                | 980        |         | $          | 26,728     |       | $ | — |   | $ | 28,426 |   |
| Collectively evaluated for impairment |       | 64,732                               |       | 103,022        |       | 282,123              |       | 237,120          |       | 123,329      |       | 810,326    |       |
|                                  |       |                                 |       |           |       |                 |       |             |       |         |       |       |       |
| Balance at end of period              |       | $                                    | 64,732     |           | $          | 103,740              |       | $                | 283,103    |         | $          | 263,848    |       | $ | 123,329 |   | $ | 838,752 |   |

 

**Credit Quality Indicators:**

 

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. For loans other than residential and consumer, the Company analyzes loans individually, by classifying the loans as to credit risk. This analysis includes non-term loans, regardless of balance and term loans with an outstanding balance greater than $100,000.  Each loan is reviewed annually, at a minimum.  Specific events applicable to the loan may trigger an additional review prior to its scheduled review, if such event is determined to possibly modify the risk classification.  The summary of the analysis for the portfolio is calculated on a monthly basis. The Company uses the following definitions for risk ratings:

 

**Pass -** Loans classified as pass represent loans that are evaluated and are performing under the stated terms. Pass rated assets are analyzed by the pay capacity, the current net worth, and the value of the loan collateral of the obligor.

 

**Special Watch -** Loans classified as special watch possess potential weaknesses that require management attention, but do not yet warrant adverse classification. While the status of a loan put on this list may not technically trigger their classification as Substandard or Doubtful, it is considered a proactive way to identify potential issues and address them before the situation deteriorates further and does result in a loss for the Bank.

 

**Substandard -** Loans classified as substandard are inadequately protected by the current net worth, paying capacity of the obligor, or by the collateral pledged. Substandard loans must have a well-defined weakness or weaknesses 

 

10

----

Table of Contents

 

that jeopardize the repayment of the debt as originally contracted. They are characterized by the distinct possibility that the Bank will sustain a loss if the deficiencies are not corrected.

 

**Doubtful -**  Loans classified as doubtful have the weaknesses of those classified as Substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. Loans that fall into this class are deemed collateral dependent and an individual impairment analysis is performed on all relationships. Loans in this category are allocated a specific reserve if the estimated discounted cash flows from the loan (or collateral value less cost to sell for collateral dependent loans) does not support the outstanding loan balance or charged off if deemed uncollectible.

 

The following tables summarize the credit quality indicators used to determine the credit quality by class within the portfolio segments at March 31, 2011:

 

**Credit risk profile by internally assigned grade - Commercial, Equipment Finance Leases, Commercial Real Estate and Agricultural**

 
| ** **               | ** ** | **Pass**                             | ** ** | **Special Watch** | ** ** | **Substandard** | ** ** | **Doubtful** | ** ** |
|--------------------------|------------|--------------------------------------|------------|------------------------|------------|-----------------|------------|--------------|------------|
| ** **               | ** ** | **(Dollars in Thousands)** | ** ** |
|                     |       |                                 |       |                   |       |            |       |         |       |
| Commercial Business      |       | $                                    | 82,112     |                   | $          | 875             |       | $            | 12,887     |   | $ | 717 |   |
| Equipment Finance Leases |       | 6,492                                |       | 149                    |       | 485             |       | 23           |       |
| Commercial Real Estate   |       | 206,636                              |       | 3,799                  |       | 10,516          |       | 923          |       |
| Multi-family Real Estate |       | 46,464                               |       | —                 |       | 1,155           |       | —       |       |
| Construction             |       | 13,610                               |       | —                 |       | —          |       | —       |       |
| Agricultural Business    |       | 107,399                              |       | 19,974                 |       | 9,207           |       | 8,694        |       |
| Agricultural Real Estate |       | 81,345                               |       | 14,752                 |       | 10,973          |       | 11,504       |       |
|                     |       |                                 |       |                   |       |            |       |         |       |
|                     |       | $                                    | 544,058    |                   | $          | 39,549          |       | $            | 45,223     |   | $ | 21,861 |   |

 

Residential and consumer loans are managed on a pool basis due to their homogeneous nature.  Loans that are delinquent 90 days or more or are not accruing interest are considered nonperforming.

 

The following table presents the recorded investment in residential and consumer loans by class based on payment activity at March 31, 2011:

 

**Credit risk profile by based on payment activity - Residential and Consumer**

 
| ** **                      | ** ** | **Performing**                       | ** ** | **Nonperforming** | ** ** |
|---------------------------------|------------|--------------------------------------|------------|-------------------|------------|
| ** **                      | ** ** | **(Dollars in Thousands)** | ** ** |
| ** **                      | ** ** | ** **                           | ** ** | ** **        | ** ** |
| One-to Four- Family             |       | $                                    | 59,083     |              | $          | 1,435 |   |
| Construction                    |       | 4,004                                |       | 210               |       |
| Consumer Direct                 |       | 20,748                               |       | 57                |       |
| Consumer Home Equity            |       | 95,814                               |       | 562               |       |
| Consumer OD & Reserves |       | 3,031                                |       | 28                |       |
| Consumer Indirect               |       | 3,037                                |       | 52                |       |
|                            |       |                                 |       |              |       |
|                            |       | $                                    | 185,717    |              | $          | 2,344 |   |

 

11

----

Table of Contents

 

The following table summarizes the aging of the past due financing receivables by classes within the portfolio segments and related accruing and nonaccruing balances at March 31, 2011:

 
| ** **                     | ** ** | ** **                | ** ** | ** **                | ** ** | ** **            | ** ** | ** **        | ** ** | ** **  | ** ** | ** **      | ** ** | **Recorded**              | ** ** | ** **     | ** ** |
|--------------------------------|------------|---------------------------|------------|---------------------------|------------|-----------------------|------------|-------------------|------------|-------------|------------|-----------------|------------|---------------------------|------------|----------------|------------|
| ** **                     | ** ** | ** **                | ** ** | ** **                | ** ** | ** **            | ** ** | ** **        | ** ** | ** **  | ** ** | **Total**       | ** ** | **Investment >**  | ** ** | ** **     | ** ** |
| ** **                     | ** ** | **30- 59 Days** | ** ** | **60- 89 Days** | ** ** | **Greater Than** | ** ** | **Total**         | ** ** | ** **  | ** ** | **Financing**   | ** ** | **90 Days and** | ** ** | **Nonaccrual** | ** ** |
| ** **                     | ** ** | **Past Due**         | ** ** | **Past Due**         | ** ** | **89 Days**      | ** ** | **Past Due** | ** ** | **Current** | ** ** | **Receivables** | ** ** | **Accruing**              | ** ** | **Balance**    | ** ** |
| Residential:                   |       |                      |       |                      |       |                  |       |              |       |        |       |            |       |                      |       |           |       |
| One-to four-family             |       | $                         | 656        |                      | $          | 149                   |       | $                 | 1,405      |        | $          | 2,210           |       | $                         | 58,308     |           | $          | 60,518 |   | $ | 431 |   | $ | 1,004 |   |
| Construction                   |       | —                    |       | —                    |       | 210                   |       | 210               |       | 4,004       |       | 4,214           |       | —                    |       | 210            |       |
|                           |       |                      |       |                      |       |                  |       |              |       |        |       |            |       |                      |       |           |       |
| Commercial:                    |       |                      |       |                      |       |                  |       |              |       |        |       |            |       |                      |       |           |       |
| Commercial business            |       | 308                       |       | 270                       |       | 462                   |       | 1,040             |       | 95,551      |       | 96,591          |       | 169                       |       | 758            |       |
| Equipment finance leases       |       | 39                        |       | 140                       |       | 231                   |       | 410               |       | 6,739       |       | 7,149           |       | —                    |       | 329            |       |
| Commercial real estate         |       | 689                       |       | —                    |       | 124                   |       | 813               |       | 221,061     |       | 221,874         |       | 124                       |       | 923            |       |
| Multi-family real estate       |       | —                    |       | —                    |       | —                |       | —            |       | 47,619      |       | 47,619          |       | —                    |       | —         |       |
| Construction                   |       | —                    |       | —                    |       | —                |       | —            |       | 13,610      |       | 13,610          |       | —                    |       | —         |       |
| Agricultural business          |       | 1,977                     |       | 1,782                     |       | 7,225                 |       | 10,984            |       | 134,289     |       | 145,273         |       | 3,077                     |       | 11,418         |       |
| Agricultural real estate       |       | 466                       |       | 266                       |       | 5,549                 |       | 6,281             |       | 112,294     |       | 118,575         |       | 2,779                     |       | 11,771         |       |
|                           |       |                      |       |                      |       |                  |       |              |       |        |       |            |       |                      |       |           |       |
| Consumer:                      |       |                      |       |                      |       |                  |       |              |       |        |       |            |       |                      |       |           |       |
| Consumer direct                |       | 37                        |       | 55                        |       | 57                    |       | 149               |       | 20,656      |       | 20,805          |       | —                    |       | 57             |       |
| Consumer home equity           |       | 505                       |       | 60                        |       | 652                   |       | 1,217             |       | 95,159      |       | 96,376          |       | —                    |       | 562            |       |
| Consumer OD & reserve |       | 21                        |       | —                    |       | 28                    |       | 49                |       | 3,010       |       | 3,059           |       | 28                        |       | —         |       |
| Consumer indirect              |       | 32                        |       | —                    |       | 46                    |       | 78                |       | 3,011       |       | 3,089           |       | —                    |       | 52             |       |
|                           |       |                      |       |                      |       |                  |       |              |       |        |       |            |       |                      |       |           |       |
| Total                          |       | $                         | 4,730      |                      | $          | 2,722                 |       | $                 | 15,989     |        | $          | 23,441          |       | $                         | 815,311    |           | $          | 838,752 |   | $ | 6,608 |   | $ | 27,084 |   |

 

At March 31, 2011, the Corporation has identified $28.4 million of loans as impaired which includes performing troubled debt restructurings.  A loan is identified as impaired when, based on current information and events, it is probable that the Bank will be unable to collect all amounts due according to the contractual terms of the loan agreement and thus are placed on non-accrual status. Interest income on impaired loans is recognized on a cash basis. The average carrying amount is calculated for each quarter by using the daily average balance, which is then averaged with the other quarters’ averages to determine an annual average balance.

 

12

----

Table of Contents

 

The following table summarizes impaired loans by class of loans and the specific valuation allowance and interest income related to each at or for the nine months ended March 31, 2011:

 
| ** **                                | ** ** | ** **     | ** ** | **Unpaid**           | ** ** | ** **    | ** ** | **Average**    | ** ** | **Interest**   | ** ** |
|-------------------------------------------|------------|----------------|------------|----------------------|------------|---------------|------------|----------------|------------|----------------|------------|
| ** **                                | ** ** | **Recorded**   | ** ** | **Principal**        | ** ** | **Related**   | ** ** | **Recorded**   | ** ** | **Income**     | ** ** |
| ** **                                | ** ** | **Investment** | ** ** | **Balance (1)** | ** ** | **Allowance** | ** ** | **Investment** | ** ** | **Recognized** | ** ** |
| **With no related allowance   recorded:** |       |           |       |                 |       |          |       |           |       |           |       |
| Commercial business                       |       | $              | 191        |                 | $          | 410           |       | $              | —     |           | $          | 190 |   | $ | — |   |
| Commercial real estate                    |       | 923            |       | 923                  |       | —        |       | 917            |       | —         |       |
| Agricultural business                     |       | 1,248          |       | 1,282                |       | —        |       | 1,350          |       | 8              |       |
| Agricultural real estate                  |       | 764            |       | 879                  |       | —        |       | 1,016          |       | —         |       |
|                                      |       | 3,126          |       | 3,494                |       | —        |       | 3,473          |       | 8              |       |
| **With an allowance recorded:**           |       |           |       |                 |       |          |       |           |       |           |       |
| Commercial business                       |       | 527            |       | 527                  |       | 219           |       | 527            |       | 1              |       |
| Commercial real estate                    |       | 57             |       | 80                   |       | 15            |       | 57             |       | 4              |       |
| Agricultural business                     |       | 13,810         |       | 13,810               |       | 3,638         |       | 14,026         |       | 48             |       |
| Agricultural real estate                  |       | 10,906         |       | 10,907               |       | 931           |       | 11,347         |       | 58             |       |
|                                      |       | 25,300         |       | 25,324               |       | 4,803         |       | 25,957         |       | 111            |       |
| **Total:**                                |       |           |       |                 |       |          |       |           |       |           |       |
| Commercial business                       |       | 718            |       | 937                  |       | 219           |       | 717            |       | 1              |       |
| Commercial real estate                    |       | 980            |       | 1,003                |       | 15            |       | 974            |       | 4              |       |
| Agricultural business                     |       | 15,058         |       | 15,092               |       | 3,638         |       | 15,376         |       | 56             |       |
| Agricultural real estate                  |       | 11,670         |       | 11,786               |       | 931           |       | 12,363         |       | 58             |       |
|                                      |       | $              | 28,426     |                 | $          | 28,818        |       | $              | 4,803      |           | $          | 29,430 |   | $ | 119 |   |

 

----

(1)  Represents the borrower’s loan obligation, gross of any previously charged-off amounts.

 

**NOTE 6—LOAN SERVICING**

 

Mortgage loans serviced for others (primarily the South Dakota Housing Development Authority) are not included in the accompanying consolidated statements of financial condition.

 

The following tables summarize the activity in, and the main assumptions used to estimate the amortization of servicing rights:

 
| ** **                    | ** ** | **Three Months Ended**     | ** ** | **Nine Months Ended** | ** ** |
|-------------------------------|------------|--------------------------------------|------------|---------------------------------|------------|
| ** **                    | ** ** | **March 31,**                   | ** ** | **March 31,**              | ** ** |
| ** **                    | ** ** | **2011**                             | ** ** | **2010**                        | ** ** | **2011** | ** ** | **2010** | ** ** |
| ** **                    | ** ** | **(Dollars in Thousands)** | ** ** |
|                          |       |                                 |       |                            |       |   |   |   |   |
| Balance, beginning            |       | $                                    | 13,215     |                            | $          | 12,351 |   | $ | 12,733 |   | $ | 11,768 |   |
| Additions                     |       | 490                                  |       | 528                             |       | 1,851 |   | 1,957 |   |
| Amortization                  |       | (583                                 | )          | (353                            | )          | (1,462 | ) | (1,199 | ) |
| Balance, ending               |       | $                                    | 13,122     |                            | $          | 12,526 |   | $ | 13,122 |   | $ | 12,526 |   |
|                          |       |                                 |       |                            |       |   |   |   |   |
| Servicing fees received       |       | $                                    | 889        |                            | $          | 880 |   | $ | 2,687 |   | $ | 2,705 |   |
| Balance of loans serviced at: |       |                                 |       |                            |       |   |   |   |   |
| Beginning of period           |       | 1,154,502                            |       | 1,111,380                       |       | 1,133,649 |   | 1,046,600 |   |
| End of period                 |       | 1,192,411                            |       | 1,131,979                       |       | 1,192,411 |   | 1,131,979 |   |

 

Amortization of servicing rights is adjusted each quarter as the result of the evaluation of historical prepayment activity.  For the third quarter ended March 31, 2011 and 2010, the constant prepayment rates (CPR) used to calculate the amortization was 14.54% and 7.29%, respectively.  Management utilized a discount rate of 9.00% and 10.00% for valuation purposes for both periods, respectively.

 

13

----

Table of Contents

 

**NOTE 7—SEGMENT REPORTING**

 

Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision makers in deciding how to allocate resources and in assessing performance.  The Company’s reportable segments are “banking” (including leasing activities) and “other.”  The “banking” segment is conducted through the Bank and Mid America Capital and the “other” segment is composed of smaller non-reportable segments, the Company and intersegment eliminations.

 

The management approach is used as the conceptual basis for identifying reportable segments and is based on the way that management organizes the segments within the enterprise for making operating decisions, allocating resources and monitoring performance, which is primarily based on products.

 

The following tables summarize segment reporting information:

 
| ** **                               | ** ** | **Three Months Ended March 31,** | ** ** |
|------------------------------------------|------------|------------------------------------------------------|------------|
| ** **                               | ** ** | **2011**                                             | ** ** | **2010** | ** ** |
| ** **                               | ** ** | **Banking**                                          | ** ** | **Other** | ** ** | **Total** | ** ** | **Banking** | ** ** | **Other** | ** ** | **Total** | ** ** |
| ** **                               | ** ** | **(Dollars in Thousands)**                 | ** ** |
|                                     |       |                                                 |       |   |   |   |   |   |   |   |   |   |   |
| Net interest income                      |       | $                                                    | 9,485      |   | $ | (439 | ) | $ | 9,046 |   | $ | 9,796 |   | $ | (443 | ) | $ | 9,353 |   |
| Provision for losses on loans and leases |       | (1,949                                               | )          | — |   | (1,949 | ) | (981 | ) | — |   | (981 | ) |
| Non-interest income                      |       | 2,424                                                |       | 150 |   | 2,574 |   | 2,624 |   | 186 |   | 2,810 |   |
| Intersegment non-interest income         |       | (92                                                  | )          | 28 |   | (64 | ) | (60 | ) | (3 | ) | (63 | ) |
| Non-interest expense                     |       | (8,711                                               | )          | (378 | ) | (9,089 | ) | (8,208 | ) | (315 | ) | (8,523 | ) |
| Intersegment non-interest expense        |       | —                                               |       | 64 |   | 64 |   | — |   | 63 |   | 63 |   |
| Income (loss) before income taxes        |       | $                                                    | 1,157      |   | $ | (575 | ) | $ | 582 |   | $ | 3,171 |   | $ | (512 | ) | $ | 2,659 |   |
|                                     |       |                                                 |       |   |   |   |   |   |   |   |   |   |   |
| Total assets at March 31            |       | $                                                    | 1,195,631  |   | $ | 11,652 |   | $ | 1,207,283 |   | $ | 1,218,814 |   | $ | 15,666 |   | $ | 1,234,480 |   |

 
| ** **                               | ** ** | **Nine Months Ended March 31,** | ** ** |
|------------------------------------------|------------|-----------------------------------------------------|------------|
| ** **                               | ** ** | **2011**                                            | ** ** | **2010** | ** ** |
| ** **                               | ** ** | **Banking**                                         | ** ** | **Other** | ** ** | **Total** | ** ** | **Banking** | ** ** | **Other** | ** ** | **Total** | ** ** |
| ** **                               | ** ** | **(Dollars in Thousands)**                | ** ** |
|                                     |       |                                                |       |   |   |   |   |   |   |   |   |   |   |
| Net interest income                      |       | $                                                   | 29,652     |   | $ | (1,340 | ) | $ | 28,312 |   | $ | 28,386 |   | $ | (1,424 | ) | $ | 26,962 |   |
| Provision for losses on loans and leases |       | (6,584                                              | )          | — |   | (6,584 | ) | (1,748 | ) | — |   | (1,748 | ) |
| Non-interest income                      |       | 9,838                                               |       | 359 |   | 10,197 |   | 7,389 |   | 372 |   | 7,761 |   |
| Intersegment non-interest income         |       | (219                                                | )          | 25 |   | (194 | ) | (108 | ) | (79 | ) | (187 | ) |
| Non-interest expense                     |       | (26,748                                             | )          | (1,409 | ) | (28,157 | ) | (25,103 | ) | (1,148 | ) | (26,251 | ) |
| Intersegment non-interest expense        |       | —                                              |       | 194 |   | 194 |   | — |   | 187 |   | 187 |   |
| Income (loss) before income taxes        |       | $                                                   | 5,939      |   | $ | (2,171 | ) | $ | 3,768 |   | $ | 8,816 |   | $ | (2,092 | ) | $ | 6,724 |   |
|                                     |       |                                                |       |   |   |   |   |   |   |   |   |   |   |
| Total assets at March 31            |       | $                                                   | 1,195,631  |   | $ | 11,652 |   | $ | 1,207,283 |   | $ | 1,218,814 |   | $ | 15,666 |   | $ | 1,234,480 |   |

 

**NOTE 8—DEFINED BENEFIT PLAN**

 

The Company has a noncontributory (cash balance) defined benefit pension plan covering all employees of the Company and its wholly-owned subsidiaries who have attained the age of 21 and have completed 1,000 hours of service in a plan year.  The benefits are based on 6% of each eligible participant’s annual compensation, plus income earned in the accounts at a rate determined annually based on 30-year treasury note rates.  The Company’s funding policy is to 

 

14

----

Table of Contents

 

make the minimum annual required contribution plus such amounts as the Company may determine to be appropriate from time to time.  One hundred percent vesting occurs after three years with a retirement age of the later of age 65 or three years of participation.  The Company has adopted all plan provisions required by the Pension Protection Act of 2006.

 

Information relative to the components of net periodic benefit cost for the Company’s defined benefit plan is presented below:  

 
| ** **                        | ** ** | **Three Months Ended**     | ** ** | **Nine Months Ended** | ** ** |
|-----------------------------------|------------|--------------------------------------|------------|---------------------------------|------------|
| ** **                        | ** ** | **March 31,**                   | ** ** | **March 31,**              | ** ** |
| ** **                        | ** ** | **2011**                             | ** ** | **2010**                        | ** ** | **2011** | ** ** | **2010** | ** ** |
| ** **                        | ** ** | **(Dollars in Thousands)** | ** ** |
| ** **                        | ** ** | ** **                           | ** ** | ** **                      | ** ** | ** ** | ** ** | ** ** | ** ** |
| Service cost                      |       | $                                    | 147        |                            | $          | 142 |   | $ | 441 |   | $ | 426 |   |
| Interest cost                     |       | 153                                  |       | 143                             |       | 461 |   | 430 |   |
| Amortization of prior losses      |       | 24                                   |       | 45                              |       | 71 |   | 136 |   |
| Expected return on plan assets    |       | (165                                 | )          | (138                            | )          | (484 | ) | (416 | ) |
| Total costs recognized in expense |       | $                                    | 159        |                            | $          | 192 |   | $ | 489 |   | $ | 576 |   |

 

The Company previously disclosed in its consolidated financial statements for fiscal 2010, which are included in Part II, Item 8 “Financial Statements and Supplementary Data” of the Company’s Annual Report on Form 10-K, that it contributed $425,000 in fiscal 2010 to fund its qualified pension plan.  During the second quarter of fiscal 2011, the Company made contributions of $455,000 to fund its qualified pension plan.  The Company anticipates no additional contributions will be made in fiscal 2011.

 

**NOTE 9****—****SELF-INSURED HEALTHCARE PLAN**

 

The Company has had a self-insured health plan for its employees, subject to certain limits, since January 1994.  The Bank is named the plan administrator for this plan and has retained the services of an independent third party administrator to process claims and handle other duties for this plan.  The third party administrator does not assume liability for benefits payable under this plan.

 

The Company assumes the responsibility for funding the plan benefits out of general assets; however, employees cover some of the costs of covered benefits through contributions, deductibles, co-pays and participation amounts.  An employee is eligible for coverage upon completion of 30 calendar days of regular employment.  The plan, which is on a calendar year basis, is intended to comply with, and be governed by, the Employee Retirement Income Security Act of 1974, as amended.

 

The accrual estimate for pending and incurred but not reported health claims is based upon a pending claims lag report provided by a third party provider.  Although management believes that it uses the best information available to determine the accrual, unforeseen health claims could result in adjustments and net earnings being significantly affected if circumstances differ substantially from the assumptions used in estimating the accrual.  Net healthcare costs are inclusive of health claims expenses and administration fees offset by stop loss and employee reimbursement.

 

The following table is a summary of net healthcare costs by quarter:

 

| ** **                      | ** ** | **Fiscal Years Ended June 30,** | ** ** |
|---------------------------------|------------|-----------------------------------------------------|------------|
| ** **                      | ** ** | **2011**                                            | ** ** | **2010** | ** ** |
| ** **                      | ** ** | **(Dollars in Thousands)**                | ** ** |
|                            |       |                                                |       |   |   |
| Quarter ended September 30 |       | $                                                   | 587        |   | $ | 748 |   |
| Quarter ended December 31  |       | 483                                                 |       | 311 |   |
| Quarter ended March 31     |       | 451                                                 |       | 486 |   |
| Quarter ended June 30      |       | —                                              |       | 602 |   |
| Net healthcare costs            |       | $                                                   | 1,521      |   | $ | 2,147 |   |

 

15

----

Table of Contents

 

**NOTE 10—STOCK-BASED COMPENSATION PLANS**

 

The fair value of each incentive stock option and each stock appreciation right grant is estimated at the grant date using the Black-Scholes option-pricing model.  There were no stock appreciation rights (SARs) granted in the nine months ended March 31, 2011.

 

The following assumptions were used for grants in the nine months ended March 31, 2010:

 
| Expected volatility      |   | 22.00 | %      |
|--------------------------|--------|-------|--------|
| Expected dividend yield  |   | 3.61  | %      |
| Risk-free interest rate  |   | 2.35  | %      |
| Expected term (in years) |   | 5     |   |

 

Stock option activity for the nine months ended March 31, 2011 was as follows:

 
| ** **             | ** ** | ** ** | ** ** | ** **   | ** ** | **Weighted**    | ** ** | ** **    | ** ** |
|------------------------|------------|------------|------------|--------------|------------|-----------------|------------|---------------|------------|
| ** **             | ** ** | ** ** | ** ** | **Weighted** | ** ** | **Average**     | ** ** | ** **    | ** ** |
| ** **             | ** ** | ** ** | ** ** | **Average**  | ** ** | **Remaining**   | ** ** | **Aggregate** | ** ** |
| ** **             | ** ** | ** ** | ** ** | **Exercise** | ** ** | **Contractual** | ** ** | **Intrinsic** | ** ** |
| ** **             | ** ** | **Shares** | ** ** | **Price**    | ** ** | **Term**        | ** ** | **Value**     | ** ** |
|                   |       |       |       |         |       |            |       |          |       |
| Beginning balance      |       | 133,240    |       | $            | 13.15      |            |       |          |       |   |
| Granted                |       | —     |       | —       |       |            |       |          |       |
| Forfeited              |       | (5,747     | )          | 14.38        |       |            |       |          |       |
| Exercised              |       | (13,855    | )          | 10.05        |       |            |       |          |       |
|                   |       |       |       |         |       |            |       |          |       |
| Ending balance         |       | 113,638    |       | $            | 13.46      |            | 2.64       |          | $          | 41,533 |   |
|                   |       |       |       |         |       |            |       |          |       |
| Vested and exercisable |       | 113,638    |       | $            | 13.46      |            | 2.64       |          | $          | 41,533 |   |

 

Stock appreciation rights activity for the nine months ended March 31, 2011 was as follows:

 
| ** **             | ** ** | ** ** | ** ** | ** **   | ** ** | **Weighted**    | ** ** | ** **    | ** ** |
|------------------------|------------|------------|------------|--------------|------------|-----------------|------------|---------------|------------|
| ** **             | ** ** | ** ** | ** ** | **Weighted** | ** ** | **Average**     | ** ** | ** **    | ** ** |
| ** **             | ** ** | ** ** | ** ** | **Average**  | ** ** | **Remaining**   | ** ** | **Aggregate** | ** ** |
| ** **             | ** ** | ** ** | ** ** | **Exercise** | ** ** | **Contractual** | ** ** | **Intrinsic** | ** ** |
| ** **             | ** ** | **SARs**   | ** ** | **Price**    | ** ** | **Term**        | ** ** | **Value**     | ** ** |
|                   |       |       |       |         |       |            |       |          |       |
| Beginning balance      |       | 198,136    |       | $            | 13.70      |            |       |          |       |   |
| Granted                |       | —     |       | —       |       |            |       |          |       |
| Forfeited              |       | (12,782    | )          | 14.07        |       |            |       |          |       |
| Exercised              |       | —     |       | —       |       |            |       |          |       |
|                   |       |       |       |         |       |            |       |          |       |
| Ending balance         |       | 185,354    |       | $            | 13.68      |            | 7.76       |          | $          | — |   |
|                   |       |       |       |         |       |            |       |          |       |
| Vested and exercisable |       | 78,242     |       | $            | 14.47      |            | 7.23       |          | $          | — |   |

 

The total intrinsic value of options exercised during the nine months ended March 31, 2011 and 2010 was $5,000 and $0, respectively.  Cash received from the exercise of these options was $139,000 and $0, respectively.  There were no cashless option exercises or related tax benefit realized for the nine months ended March 31, 2011 and 2010.   There were no stock appreciation rights (SARs) granted during the nine months ended March 31, 2011, while the weighted-average grant date fair value of SARs granted during the nine months ended March 31, 2010 was $1.75.  The total unrecognized compensation cost related to nonvested SARs awards at March 31, 2011 was $142,000.  This unrecognized cost is expected to be recognized over a weighted average period of 26 months.

 

16

----

Table of Contents

 

Nonvested share activity for the nine months ended March 31 follows:

 
| ** **                   | ** ** | **2011**   | ** ** | **2010**            | ** ** |
|------------------------------|------------|------------|------------|---------------------|------------|
| ** **                   | ** ** | ** ** | ** ** | **Weighted**        | ** ** | ** ** | ** ** | **Weighted** | ** ** |
| ** **                   | ** ** | ** ** | ** ** | **Average**         | ** ** | ** ** | ** ** | **Average** | ** ** |
| ** **                   | ** ** | ** ** | ** ** | **Grant Date** | ** ** | ** ** | ** ** | **Grant Date** | ** ** |
| ** **                   | ** ** | **Shares** | ** ** | **Fair Value** | ** ** | **Shares** | ** ** | **Fair Value** | ** ** |
|                         |       |       |       |                |       |   |   |   |   |
| Nonvested balance, beginning |       | 69,475     |       | $                   | 13.68      |   | 90,708 |   | $ | 15.81 |   |
| Granted                      |       | 23,266     |       | 10.70               |       | 38,062 |   | 10.80 |   |
| Vested                       |       | (49,551    | )          | 13.84               |       | (55,716 | ) | 15.31 |   |
| Forfeited                    |       | (897       | )          | 13.27               |       | (506 | ) | 16.53 |   |
|                         |       |       |       |                |       |   |   |   |   |
| Nonvested balance, ending    |       | 42,293     |       | $                   | 11.87      |   | 72,548 |   | $ | 13.56 |   |

 

Pretax compensation expense recognized for nonvested shares for the nine months ended March 31, 2011, and 2010 was $162,000 and $366,000, respectively.  The tax benefit for the nine months ended March 31, 2011, and 2010 was $55,000 and $124,000, respectively.  As of March 31, 2011, there was $272,000 of total unrecognized compensation cost related to nonvested shares granted under the Company’s 2002 Stock Option and Incentive Plan, as amended (“the Plan”).  The cost is expected to be recognized over a weighted-average period of 29 months.  The total fair value of shares vested during the nine months ended March 31, 2011 and 2010 was $686,000 and $673,000, respectively.

 

In association with the 2002 Option Plan, awards of nonvested shares of the Company’s common stock are made to outside directors of the Company.  Each outside director is entitled to all voting, dividend and distribution rights during the vesting period.  During the second quarter of fiscal 2011, 16,419 shares of nonvested stock were awarded, which vest on the first anniversary of the date of grant.  As of March 31, 2011, there was $121,000 of total unrecognized compensation cost related to nonvested shares, which is expected to be recognized over the remaining period of eight months.  For the nine months ended March 31, 2011, amortization expense was recorded in the amount of $140,000.

 

These stock option and incentive plans are described more fully in Part II, Item 8 “Financial Statements and Supplementary Data” of the Company’s Annual Report on Form 10-K for fiscal 2010, under Note 16 of “Notes to Consolidated Financial Statements.”

 

**NOTE 11—SUBORDINATED DEBENTURES PAYABLE TO TRUSTS**

 

On December 19, 2002, the Company issued 5,000 shares totaling $5.0 million of Company Obligated Mandatorily Redeemable Preferred Securities of Trust III. Trust III was established and exists for the sole purpose of issuing trust preferred securities and investing the proceeds in subordinated debentures of the Company. These subordinated debentures constitute the sole asset of Trust III. The securities provide for cumulative cash distributions calculated at a rate based on three-month LIBOR plus 3.35% adjusted quarterly. The Company may, at one or more times, defer interest payments on the capital securities for up to 20 consecutive quarterly periods, but not beyond January 7, 2033. At the end of the deferral period, all accumulated and unpaid distributions must be paid. The capital securities must be redeemed on January 7, 2033; however, the Company has the option to shorten the maturity date as the call option date has passed. Holders of the capital securities have no voting rights, are unsecured, and rank junior in priority of the payment to all of the Company’s indebtedness and senior to the Company’s capital stock.

 

On September 25, 2003, the Company issued 7,000 shares totaling $7.0 million of Company Obligated Mandatorily Redeemable Preferred Securities of Trust IV. Trust IV was established and exists for the sole purpose of issuing trust preferred securities and investing the proceeds in subordinated debentures of the Company. These subordinated debentures constitute the sole asset of Trust IV. The securities provide for cumulative cash distributions calculated at a rate based on three-month LIBOR plus 3.10% adjusted quarterly. The Company may, at one or more times, defer interest payments on the capital securities for up to 20 consecutive quarterly periods, but not beyond October 8, 2033. At the end of the deferral period, all accumulated and unpaid distributions must be paid. The capital securities must be redeemed on October 8, 2033; however, the Company has the option to shorten the maturity date as the call option date

 

17

----

Table of Contents

 

has passed. Holders of the capital securities have no voting rights, are unsecured, and rank junior in priority of the payment to all of the Company’s indebtedness and senior to the Company’s capital stock.

 

On December 7, 2006, the Company issued 10,000 shares totaling $10.0 million of Company Obligated Mandatorily Redeemable Preferred Securities of Trust V. Trust V was established and exists for the sole purpose of issuing trust preferred securities and investing the proceeds in subordinated debentures of the Company. These subordinated debentures constitute the sole asset of Trust V. The securities provide for cumulative cash distributions calculated at a rate based on three-month LIBOR plus 1.83%, fixed for five years at 6.61%; thereafter, adjusted quarterly. The Company may, at one or more times, defer interest payments on the capital securities for up to 20 consecutive quarterly periods, but not beyond March 1, 2037. At the end of the deferral period, all accumulated and unpaid distributions must be paid. The capital securities must be redeemed on March 1, 2037; however, the Company has the option to shorten the maturity date to a date not earlier than March 1, 2012. Holders of the capital securities have no voting rights, are unsecured, and rank junior in priority of the payment to all of the Company’s indebtedness and senior to the Company’s capital stock.

 

On July 5, 2007, the Company issued 5,000 shares totaling $5.0 million of Company Obligated Mandatorily Redeemable Preferred Securities of Trust VI. Trust VI was established and exists for the sole purpose of issuing trust preferred securities and investing the proceeds in subordinated debentures of the Company. These subordinated debentures constitute the sole asset of Trust VI. The securities provide for cumulative cash distributions calculated at a rate based on three- month LIBOR plus 1.65% adjusted quarterly. The Company may, at one or more times, defer interest payments on the capital securities for up to 20 consecutive quarterly periods, but not beyond October 1, 2037. At the end of the deferral period, all accumulated and unpaid distributions must be paid. The capital securities must be redeemed on October 1, 2037; however, the Company has the option to shorten the maturity date to a date not earlier than October 1, 2012. Holders of the capital securities have no voting rights, are unsecured, and rank junior in priority of the payment to all of the Company’s indebtedness and senior to the Company’s capital stock.

 

**NOTE 12****—****INTEREST RATE CONTRACTS**

 

Interest rate swap contracts are entered into primarily as an asset/liability management strategy of the Company to modify interest rate risk.  The primary risk associated with all swaps is the exposure to movements in interest rates and the ability of the counterparties to meet the terms of the contract.  The Company is exposed to losses if the counterparty fails to make its payments under a contract in which the Company is in a receiving status. The Company minimizes its risk by monitoring the credit standing of the counterparties.  The Company anticipates the counterparties will be able to fully satisfy the obligations under the remaining agreements.  These contracts are designated as cash flow hedges.

 

During the first quarter of fiscal 2008, the Company entered into an interest rate swap agreement with a $5.0 million notional amount to convert the variable-rate Trust Preferred VI security into a fixed-rate instrument for a term of five years at a fixed rate of 6.69%. The fair value of the derivative was an unrealized loss of $387,000 and $505,000 at March 31, 2011, and 2010, respectively.   During the second quarter of fiscal 2010, the Company entered into a forward-starting interest rate swap agreement, which will replace the existing swap agreement upon its expiration.  The $5.0 million notional amount fixed-rate instrument has a term of five years at a fixed rate of 5.95%, effective October 1, 2012.  The fair value of the derivative was an unrealized loss of $163,000 at March 31, 2011 and an unrealized gain of $30,000 at March 31, 2010.

 

During the second quarter of fiscal 2010, the Company entered into a forward starting interest rate swap agreement effective for the third quarter of fiscal 2011 with a $7.0 million notional amount to convert the variable-rate Trust Preferred IV security into a fixed-rate instrument for a term of three years at a fixed rate of 5.93%.  The fair value of the derivative was an unrealized loss of $313,000 and $231,000 at March 31, 2011, and 2010, respectively.

 

During the first quarter of fiscal 2009, the Company entered into an interest rate swap agreement with a $3.0 million notional amount to convert a portion of the variable-rate Trust Preferred III security into a fixed-rate instrument for a term of three years at a fixed rate of 6.70%.  The Company also entered into an interest rate swap agreement with a $2.0 million notional amount to convert the remaining portion of variable-rate Trust Preferred III security into a fixed rate instrument for a term of four years at a fixed rate of 6.91%. The fair value of the $3.0 million notional derivative was an unrealized loss of $69,000 and $137,000 at March 31, 2011, and 2010, respectively.  The fair value of the $2.0 million notional derivative was an unrealized loss of $103,000 and $120,000 at March 31, 2011, and 2010, respectively.  During the fourth quarter of fiscal 2010, the Company entered into two forward-starting interest rate swap agreements, which will

 

18

----

Table of Contents

 

replace the existing swap agreements upon their expirations.  The $3.0 million notional amount fixed-rate instrument has a term of four years at a fixed rate of 6.58%, effective October 7, 2011.  The $2.0 million notional amount fixed-rate instrument has a term of two years at a fixed rate of 6.58%, effective October 9, 2012.  The fair values of the $3.0 million and $2.0 million notional amount derivatives were unrealized losses of $87,000 and $22,000, respectively, at March 31, 2011.

 

During the second quarter of fiscal 2010, the Company entered into a forward-starting interest rate swap agreement with a $10.0 million notional amount to convert the variable-rate Trust Preferred V security into a fixed-rate instrument.  The $10.0 million notional amount fixed-rate instrument has a term of five years at a fixed rate of 5.68%, effective December 1, 2011.  The fair value of the derivative was an unrealized loss of $421,000 at March 31, 2011 and an unrealized gain of $67,000 at March 31, 2010.

 

During the fourth quarter of fiscal 2010, the Bank entered into five forward-starting interest rate swap agreements with notional amounts totaling $35.0 million to convert the variable-rate attributes of a pool of deposits into fixed-rate instruments.  The $3.0 million notional amount fixed-rate instrument has a term of four years at a fixed rate of 2.20%, and became effective November 18, 2010.  The $7.0 million notional amount fixed-rate instrument has a term of 30 months at a fixed rate of 2.09%, and became effective March 7, 2011. The $10.0 million notional amount fixed-rate instrument has a term of 42 months at a fixed rate of 2.44%, with an  effective date of May 10, 2011.  The $10.0 million notional amount fixed-rate instrument has a term of three years at a fixed rate of 2.56%, with an effective date of April 21, 2011.  The $5.0 million notional amount fixed-rate instrument has a term of three years at a fixed rate of 2.30%, and became effective January 21, 2011.  The fair values of the $3.0 million, $7.0 million, $10.0 million, $10.0 million and $5.0 million notional amount derivatives were unrealized losses of $75,000, $205,000, $294,000, $371,000 and $168,000, respectively, at March 31, 2011.

 

No gain or loss was recognized in earnings for the nine months ended March 31, 2011, and 2010 related to interest rate swaps.  No deferred net losses on interest rate swaps in other comprehensive loss as of March 31, 2011, are expected to be reclassified into earnings during the current fiscal year.  See Note 13 “Accumulated Other Comprehensive Loss” for amounts reported as other comprehensive loss.

 

The Company posted $1.9 million in cash and $1.9 million in investment securities under collateral arrangements as of March 31, 2011, to satisfy collateral requirements associated with its interest rate swap contracts.

 

The following table summarizes the derivative financial instruments utilized as of March 31, 2011:

 
| ** **                    | ** ** | **Balance**                            | ** ** | **Notional**                         | ** ** | **Estimated Fair Value** | ** ** |
|-------------------------------|------------|----------------------------------------|------------|--------------------------------------|------------|------------------------------------|------------|
| **Cash flow hedge** | ** ** | **Sheet Location**                | ** ** | **Amount**                           | ** ** | **Gain**                           | ** ** | **Loss** | ** ** |
| ** **                    | ** ** | ** **                             | ** ** | **(Dollars in Thousands)** | ** ** |
|                          |       |                                   |       |                                 |       |                               |       |   |   |
| Interest rate swap contracts  |       | Other assets                           |       | $                                    | 37,000     |                               | $          | — |   | $ | (1,565 | ) |
| Interest rate swap contracts  |       | Accrued expenses and other liabilities |       | 35,000                               |       | —                             |       | (1,113 | ) |
|                          |       |                                   |       |                                 |       |                               |       |   |   |
|                          |       |                                   |       | $                                    | 72,000     |                               | $          | — |   | $ | (2,678 | ) |

 

The following table details the derivative financial instruments, the average remaining maturities and the weighted-average interest rates being paid and received as of March 31, 2011:

 
| ** **                               | ** ** | ** **                           | ** ** | **Average**  | ** ** | ** ** | ** ** | ** **                          | ** ** | ** ** | ** ** |
|------------------------------------------|------------|--------------------------------------|------------|--------------|------------|------------|------------|-------------------------------------|------------|------------|------------|
| ** **                               | ** ** | **Notional**                         | ** ** | **Maturity** | ** ** | **Fair**   | ** ** | **Weighted Average Rate** | ** ** |
| **Liability conversion swaps** | ** ** | **Amount**                           | ** ** | **(years)**  | ** ** | **Value**  | ** ** | **Receive**                         | ** ** | **Pay**    | ** ** |
| ** **                               | ** ** | **(Dollars in Thousands)** | ** ** |
|                                     |       |                                 |       |         |       |       |       |                                |       |       |       |
| Interest rate swap contracts             |       | $                                    | 72,000     |         | 3.2        |       | $          | (2,678                              | )          | 4.2        | %          | 4.3 | % |
|                                          |            |                                      |            |              |            |            |            |                                     |            |            |            |  |  |

 

19

----

Table of Contents

 

**NOTE 13****—****ACCUMULATED OTHER COMPREHENSIVE LOSS**

 

The components of accumulated other comprehensive loss are as follows:  

 
| ** **                                                                                                                                                 | ** ** | **Three Months**                | ** ** | **Nine Months Ended** | ** ** |
|------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------|------------|---------------------------------|------------|
| ** **                                                                                                                                                 | ** ** | **March 31,**                   | ** ** | **March 31,**              | ** ** |
| ** **                                                                                                                                                 | ** ** | **2011**                             | ** ** | **2010**                        | ** ** | **2011** | ** ** | **2010** | ** ** |
| ** **                                                                                                                                                 | ** ** | **(Dollars in Thousands)** | ** ** |
|                                                                                                                                                       |       |                                 |       |                            |       |   |   |   |   |
| Net income                                                                                                                                                 |       | $                                    | 459        |                            | $          | 1,791 |   | $ | 2,692 |   | $ | 4,607 |   |
| Other comprehensive income (loss), net of tax:                                                                                                             |       |                                 |       |                            |       |   |   |   |   |
| Securities available for sale:                                                                                                                             |       |                                 |       |                            |       |   |   |   |   |
| Change in unrealized losses on available-for-sale   securities for which a portion of an other-than-temporary impairment has been   recognized in earnings |       | (399                                 | )          | 59                              |       | (399 | ) | (2,022 | ) |
| Change in unrealized gain (losses) on other   securities available for sale                                                                                |       | 1,614                                |       | 748                             |       | 552 |   | 2,432 |   |
| Reclassification adjustment:                                                                                                                               |       |                                 |       |                            |       |   |   |   |   |
| Net impairment credit loss recognized in earnings                                                                                                          |       | 549                                  |       | 204                             |       | 549 |   | 2,402 |   |
| Security (gains) recognized in earnings                                                                                                                    |       | (132                                 | )          | (229                            | )          | (623 | ) | (1,365 | ) |
| Net unrealized gains (losses)                                                                                                                              |       | 1,632                                |       | 782                             |       | 79 |   | 1,447 |   |
| Income tax benefit (expense)                                                                                                                               |       | (620                                 | )          | (298                            | )          | (30 | ) | (550 | ) |
| Other comprehensive income (loss) on securities available   for sale                                                                                       |       | 1,012                                |       | 484                             |       | 49 |   | 897 |   |
|                                                                                                                                                       |       |                                 |       |                            |       |   |   |   |   |
| Defined benefit plan:                                                                                                                                      |       |                                 |       |                            |       |   |   |   |   |
| Other comprehensive (loss) on defined benefit plan                                                                                                         |       | —                               |       | —                          |       | — |   | — |   |
|                                                                                                                                                       |       |                                 |       |                            |       |   |   |   |   |
| Cash flow hedging activities-interest rate swap   contracts:                                                                                               |       |                                 |       |                            |       |   |   |   |   |
| Net unrealized gains (losses)                                                                                                                              |       | 514                                  |       | (353                            | )          | 280 |   | 56 |   |
| Income tax benefit (expense)                                                                                                                               |       | (175                                 | )          | 120                             |       | (95 | ) | (19 | ) |
| Other comprehensive income (loss) on cash flow   hedging activities-interest rate swap contracts                                                           |       | 339                                  |       | (233                            | )          | 185 |   | 37 |   |
|                                                                                                                                                       |       |                                 |       |                            |       |   |   |   |   |
| Total other comprehensive income (loss)                                                                                                                    |       | 1,351                                |       | 251                             |       | 234 |   | 934 |   |
|                                                                                                                                                       |       |                                 |       |                            |       |   |   |   |   |
| Comprehensive income                                                                                                                                       |       | $                                    | 1,810      |                            | $          | 2,042 |   | $ | 2,926 |   | $ | 5,541 |   |
|                                                                                                                                                       |       |                                 |       |                            |       |   |   |   |   |
| Cumulative other comprehensive (loss) balances   were:                                                                                                     |       |                                 | ** ** | ** **                      | ** ** | ** ** | ** ** |
| ** **                                                                                                                                                 | ** ** | ** **                           | ** ** | ** **                      | ** ** | ** ** | ** ** | ** ** | ** ** |
| Unrealized loss on securities available for sale,   net of related tax effect of $334 and $560                                                             |       | $                                    | (545       | )                               | $          | (914 | ) |
| Unrealized   loss on defined benefit plan, net of related tax effect of $441 and $1,177                                                                    |       | (719                                 | )          | (1,920                          | )          |
| Unrealized   loss on cash flow hedging activities, net of related tax effect of $910 and   $305                                                            |       | (1,767                               | )          | (591                            | )          |
|                                                                                                                                                       |       |                                 |       |                            |       |   |   |   |   |
|                                                                                                                                                       |       |                                 |       |                            |       | $ | (3,031 | ) | $ | (3,425 | ) |

 

**NOTE 14****—****FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENT**

 

The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit and financial guarantees. Those instruments involve, to varying degrees, elements of credit and interest-rate risk in excess of amounts recognized in the consolidated statements of financial condition. The contract or notional amounts of those instruments reflect the extent of the Bank’s involvement in particular classes of financial instruments.

 

The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit, standby letters of credit, and financial guarantees written is represented by the contractual notional amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

 

20

----

Table of Contents

 

Unless noted otherwise, the Bank does not require collateral or other security to support financial instruments with credit risk.

 

The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments:

 

Cash and cash equivalents—The carrying amounts reported in the statements of financial condition for cash and cash equivalents approximate their fair values.

 

Securities—Fair values for investment securities are based on quoted market prices or whose value is determined using discounted cash flow methodologies, except for stock in the Federal Home Loan Bank for which fair value is assumed to equal cost.

 

Loans and leases, net—The fair values for loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms and credit quality. Leases are stated at cost which equals fair value.

 

Accrued interest receivable—The carrying value of accrued interest receivable approximates its fair value.

 

Servicing rights—Fair values are estimated using discounted cash flows based on current market rates of interest.

 

Interest rate swap contracts—Valuations of interest rate swap contracts are based on inputs observed in active markets for similar instruments. Typical inputs include the LIBOR curve, option volatility and option skew.

 

Off-balance sheet instruments—Loan commitments are negotiated at current market rates and are relatively short-term in nature.  Therefore, the estimated value of loan commitments approximates the face amount.   Rates for these commitments are set at time of loan closing, such that no adjustment is necessary to reflect these commitments at market value.

 

Deposits—The fair values for deposits with no defined maturities equal their carrying amounts, which represent the amount payable on demand. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on a comparably termed wholesale funding alternative (i.e., FHLB borrowings).

 

Interest rate swap contracts on deposits—Valuations of interest rate swap contracts are based on inputs observed in active markets for similar instruments. Typical inputs include the LIBOR curve, option volatility and option skew.

 

Borrowed funds—The carrying amounts reported for variable rate advances approximate their fair values. Fair values for fixed-rate advances and other borrowings are estimated using a discounted cash flow calculation that applies interest rates currently being offered on advances and borrowings with corresponding maturity dates.

 

Subordinated debentures payable to trusts—Fair values for subordinated debentures are estimated using a discounted cash flow calculation that applies interest rates on comparable borrowing instruments with corresponding maturity dates.

 

Accrued interest payable and advances by borrowers for taxes and insurance—The carrying values of accrued interest payable and advances by borrowers for taxes and insurance approximate their fair values.

 

21

----

Table of Contents

 

Estimated fair values of the Company’s financial instruments are as follows:

 
| ** **                                                                   | ** ** | **March 31, 2011**         | ** ** | **June 30, 2010** | ** ** |
|------------------------------------------------------------------------------|------------|--------------------------------------|------------|-----------------------------|------------|
| ** **                                                                   | ** ** | **Carrying**                         | ** ** | **Fair**                    | ** ** | **Carrying** | ** ** | **Fair** | ** ** |
| ** **                                                                   | ** ** | **Amount**                           | ** ** | **Value**                   | ** ** | **Amount** | ** ** | **Value** | ** ** |
| ** **                                                                   | ** ** | **(Dollars in Thousands)** | ** ** |
| Financial Assets                                                             |       |                                 |       |                        |       |   |   |   |   |
| Cash and cash equivalents                                                    |       | $                                    | 30,890     |                        | $          | 30,890 |   | $ | 20,805 |   | $ | 20,805 |   |
| Securities                                                                   |       | 263,943                              |       | 263,943                     |       | 264,442 |   | 264,442 |   |
| Federal Home Loan Bank stock                                                 |       | 8,671                                |       | 8,671                       |       | 10,334 |   | 10,334 |   |
| Loans and leases receivable                                                  |       | 831,926                              |       | 835,341                     |       | 887,991 |   | 893,282 |   |
| Accrued interest receivable                                                  |       | 8,409                                |       | 8,409                       |       | 8,785 |   | 8,785 |   |
| Servicing rights                                                             |       | 13,122                               |       | 14,752                      |       | 12,733 |   | 17,022 |   |
| Interest rate swap contracts                                                 |       | (1,565                               | )          | (1,565                      | )          | (1,957 | ) | (1,957 | ) |
|                                                                         |       |                                 |       |                        |       |   |   |   |   |
| Financial liabilities                                                        |       |                                 |       |                        |       |   |   |   |   |
| Deposits                                                                     |       | 888,398                              |       | 891,905                     |       | 914,264 |   | 921,410 |   |
| Interest rate swap contracts on deposits                                     |       | 1,113                                |       | 1,113                       |       | 1,000 |   | 1,000 |   |
| Borrowed funds                                                               |       | 162,386                              |       | 168,422                     |       | 190,719 |   | 199,323 |   |
| Subordinated debentures payable to trusts                                    |       | 27,837                               |       | 27,887                      |       | 27,837 |   | 16,344 |   |
| Accrued interest payable and advances by borrowers   for taxes and insurance |       | 21,913                               |       | 21,913                      |       | 15,205 |   | 15,205 |   |
|                                                                              |            |                                      |            |                             |            |  |  |  |  |  |  |  |  |

 

*Fair Value Measurement*

 

ASC Topic 820 applies the provisions of fair value measurement to non-financial assets and liabilities.  In addition, ASC 820-10-65 defines fair value and establishes a consistent framework for measuring fair value under GAAP and expands disclosure requirements for fair value measurements. Fair values represent the estimated price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The standard describes three levels of inputs that may be used to measure fair value:

 

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

 

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

 

Level 3:  Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

 

22

----

Table of Contents

 

The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis by level within the hierarchy at March 31, 2011:

 
| ** **                                    | ** ** | **Quoted Prices**               | ** ** | **Significant**           | ** ** | **Significant**    | ** ** | ** **          | ** ** |
|-----------------------------------------------|------------|--------------------------------------|------------|---------------------------|------------|--------------------|------------|---------------------|------------|
| ** **                                    | ** ** | **In Active**                   | ** ** | **Other Observable** | ** ** | **Unobservable**   | ** ** | ** **          | ** ** |
| ** **                                    | ** ** | **Markets**                          | ** ** | **Inputs**                | ** ** | **Inputs**         | ** ** | **Total at**   | ** ** |
| ** **                                    | ** ** | **(Level 1)**                   | ** ** | **(Level 2)**        | ** ** | **(Level 3)** | ** ** | **Fair Value** | ** ** |
| ** **                                    | ** ** | **(Dollars in Thousands)** | ** ** |
| Securities available for sale                 |       |                                 |       |                      |       |               |       |                |       |
| Debt securities:                              |       |                                 |       |                      |       |               |       |                |       |
| U.S. government agencies                      |       | $                                    | —     |                      | $          | 3,991              |       | $                   | —     |   | $ | 3,991 |   |
| Municipal bonds                               |       | —                               |       | 13,419                    |       | —             |       | 13,419              |       |
| Trust preferred securities                    |       | —                               |       | —                    |       | 3,403              |       | 3,403               |       |
| Equity securities:                            |       |                                 |       |                      |       |               |       |                |       |
| Federal Ag Mortgage                           |       | 7                                    |       | —                    |       | —             |       | 7                   |       |
| Other investments                             |       | —                               |       | 253                       |       | —             |       | 253                 |       |
| Agency residential mortgage-backed securities |       | —                               |       | 242,870                   |       | —             |       | 242,870             |       |
| Securities available for sale                 |       | 7                                    |       | 260,533                   |       | 3,403              |       | 263,943             |       |
| Interest rate swaps                           |       | —                               |       | (1,565                    | )          | —             |       | (1,565              | )          |
| Total assets                                  |       | 7                                    |       | 258,968                   |       | 3,403              |       | 262,378             |       |
|                                          |       |                                 |       |                      |       |               |       |                |       |
| Interest rate swaps on deposits               |       | —                               |       | 1,113                     |       | —             |       | 1,113               |       |
| Total liabilities                             |       | $                                    | —     |                      | $          | 1,113              |       | $                   | —     |   | $ | 1,113 |   |

 

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

 

Securities available for sale: The fair values of securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges (Level 1 inputs), or matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs).  The Company outsources this valuation primarily to a third party provider which utilizes several sources for valuing fixed-income securities.  Sources utilized by the third party provider include pricing models that vary based by asset class and include available trade, bid, and other market information.  This methodology includes broker quotes, proprietary models, descriptive terms and conditions databases, as well as extensive quality control programs.  As further valuation sources, the third party provider uses a proprietary valuation model and capital markets trading staff.  This proprietary valuation model is used for valuing municipal securities. This model includes a separate curve structure for Bank-Qualified municipal securities. The grouping of municipal securities is further broken down according to insurer, credit support, state of issuance, and rating to incorporate additional spreads and municipal curves.

 

The securities shown in Level 3 relate to pooled trust preferred securities which are currently part of an inactive market.  The inactivity was evidenced first by a significant widening of the bid-ask spread in the brokered markets in which these securities trade, and then by a significant decrease in the volume of trades relative to historical levels.  Given conditions in the debt markets and the absence of observable orderly transactions in the secondary and new issue markets, management determined that an income valuation approach technique (present value technique) that maximizes the use of relevant observable inputs and minimizes the use of unobservable inputs will be equally or more representative of fair value than the market approach valuation technique. The results of third party pricing valuation and valuation derived by management cash flow scenarios were weighted each at 50% and used to measure fair value for each security.

 

The approaches to determining fair value for the trust preferred securities included the following factors:

 

1.               The credit quality of the collateral is estimated using average probability of default values.

 

2.               Management utilized a range of loss given default based upon a review of the financial condition of underlying issuers in each pool.  No recovery rate is assumed for defaults.  Actual deferrals may be treated

 

23

----

 

 

Table of Contents

 

differently than defaults based upon the review of financial position of the underlying issuers and a probability assigned to the curing of the deferral.  The recovery rate may range from 0% to 100% based upon the expected financial viability of the issuer.

 

3.               The cash flows were forecasted for the underlying collateral and applied to each tranche to determine the resulting distribution among the securities.

 

4.               The best estimates of expected cash flows were discounted to calculate the present value of the security. Management considered a range of discount rates based upon three factors: (1) a risk-free rate based on the rate of return on government debt securities, (2) the credit spread for BBB Bank Corporate Debt Index, and (3) a liquidity or “risk premium”.

 

5.               Management utilized an average price derived from various cash flow scenarios based upon a weighted average of scenario probability.

 

Interest rate swaps:  The fair values of interest rate swaps relate to cash flow hedges of trust preferred debt securities issued by the Company, as well as cash flow hedges of a pool of variable rate deposits.  The fair value is estimated by a third party using inputs that are observable or that can be corroborated by observable market data and, therefore, are classified within Level 2 of the valuation hierarchy. These fair value estimations include primarily market observable inputs, such as yield curves, and include the value associated with counterparty credit risk.

 

The following table reconciles the beginning and ending balances of the assets or liabilities of the Company that are measured at fair value on a recurring basis using significant unobservable inputs:

 

**Fair Value Measurements Using Significant**

**Unobservable Inputs (Level 3)**

 
| ** **                                   | ** ** | **Nine Months Ended**      | ** ** |
|----------------------------------------------|------------|--------------------------------------|------------|
| ** **                                   | ** ** | **March 31,**                   | ** ** |
| ** **                                   | ** ** | **2011**                             | ** ** | **2010** | ** ** |
| ** **                                   | ** ** | **(Dollars in Thousands)** | ** ** |
|                                         |       |                                 | ** ** |   |   |
| Beginning balance                            |       | $                                    | 3,902      |   | $ | 6,051 |   |
| Total realized/unrealized gains (losses)     |       |                                 |       |   |   |
| Included in earnings                         |       | (549                                 | )          | (2,402 | ) |
| Included in other comprehensive loss         |       | (44                                  | )          | 716 |   |
| Purchases, issuances, (paydowns) and (sales) |       | 94                                   |       | 37 |   |
| Transfers into or (out) of Level 3           |       | —                               |       | — |   |
| Ending balance                               |       | $                                    | 3,403      |   | $ | 4,402 |   |

 

The table below presents the Company’s assets subject to the nonrecurring fair value measurements by level within the hierarchy at March 31, 2011:

 
| ** **                | ** ** | **Quoted Prices** | ** ** | **Significant Other** | ** ** | **Significant**    | ** ** | ** **           | ** ** |
|---------------------------|------------|------------------------|------------|----------------------------|------------|--------------------|------------|----------------------|------------|
| ** **                | ** ** | **In Active**     | ** ** | **Observable**             | ** ** | **Unobservable**   | ** ** | **Fiscal 2011** | ** ** |
| ** **                | ** ** | **Markets**            | ** ** | **Inputs**                 | ** ** | **Inputs**         | ** ** | **Incurred**         | ** ** |
| ** **                | ** ** | **(Level 1)**     | ** ** | **(Level 2)**         | ** ** | **(Level 3)** | ** ** | **Losses**           | ** ** |
| ** **                | ** ** | ** **             | ** ** | ** **                 | ** ** | ** **         | ** ** | ** **           | ** ** |
| Loans held for sale       |       | $                      | —     |                       | $          | 6,669              |       | $                    | —     |   | $ | — |   |
| Impaired loans            |       | —                 |       | 7,518                      |       | 16,105             |       | —               |       |
| Mortgage servicing rights |       | —                 |       | —                     |       | 13,122             |       | —               |       |
|                           |            |                        |            |                            |            |                    |            |                      |            |  |  |  |  |

 

Loans held for sale, which consist generally of current production of certain fixed-rate, first-lien residential mortgage loans and student loans, are carried at the lower of cost or estimated fair value. The estimated fair value is based on what secondary markets are currently offering for portfolios with similar characteristics, which the Company classifies as a Level 2 nonrecurring fair value measurement.

 

24

----

Table of Contents

 

Impaired loans are evaluated and valued at the time the loan is identified as impaired, at the lower of cost or market value. Market value is measured based on the value of the collateral securing these loans.  Collateral is primarily real estate and its fair value is generally determined based on real estate appraisals or other evaluations by qualified professionals, for which the Company classifies within Level 2 of the fair value hierarchy. Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on the same factors identified above. Impaired loans that are collateral dependent are written down to their fair value, less costs to sell, through the establishment of specific reserves or by recording charge-offs when the carrying value exceeds the fair value. Valuation techniques consistent with the market approach, income approach, and/or cost approach were used to measure fair value and primarily included observable inputs such as recent sales of similar assets or observable market data for operational or carrying costs, for which the Company classifies within Level 3 of the fair value hierarchy.

 

Mortgage servicing rights do not trade in an active, open market with readily observable prices. While sales of mortgage servicing rights do occur, the precise terms and conditions typically are not readily available to allow for a “quoted price for similar assets” comparison. Accordingly, the Company relies on an internal discounted cash flow model to estimate the fair value of its mortgage servicing rights. The Company uses a valuation model to project mortgage servicing rights cash flows based on the current interest rate scenario, which is then discounted to estimate an expected fair value of the mortgage servicing rights. The valuation model considers portfolio characteristics of the underlying mortgages, contractually specified servicing fees, prepayment assumptions, discount rate assumptions, other ancillary revenue, costs to service, and other economic factors. The Company reassesses and periodically adjusts the underlying inputs and assumptions used in the model to reflect market conditions and assumptions that a market participant would consider in valuing the mortgage servicing rights asset. In addition, the Company compares its fair value estimates and assumptions to observable market data for mortgage servicing rights, where available, and to recent market activity and actual portfolio experience. Due to the nature of the valuation inputs, mortgage servicing rights are classified within Level 3 of the fair value hierarchy. The Company uses the amortization method (i.e., lower of amortized cost or estimated fair value measured on a nonrecurring basis), not fair value measurement accounting, for its mortgage servicing rights assets.

 

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

 

**Forward-Looking Statements**

 

This Quarterly Report on Form 10-Q (“Form 10-Q”), as well as other reports issued by the Company include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In addition, the Company’s management may make forward-looking statements orally to the media, securities analysts, investors and others from time to time. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Words such as “optimism,” “look-forward,” “bright,” “believe,” “expect,” “anticipate,” “intend,” “hope,” “plan,” “estimate” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could” or “may,” are intended to identify these forward-looking statements.

 

These forward-looking statements might include one or more of the following:

 

·                  projections of income, loss, revenues, earnings or losses per share, dividends, capital expenditures, capital structure, tax benefit or other financial items.

 

·                  descriptions of plans or objectives of management for future operations, products or services, transactions, investments and use of subordinated debentures payable to trusts.

 

·      forecasts of future economic performance.

 

·      use and descriptions of assumptions and estimates underlying or relating to such matters.

 

Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

 

25

----

Table of Contents

 

·                  adverse economic and market conditions of the financial services industry in general, including, without limitation, the credit markets;

 

·                  the effect of recent legislation to help stabilize the financial markets;

 

·      future losses on our holdings of trust preferred securities;

 

·      increase of non-performing loans and additional provisions for loan losses;

 

·      the failure of assumptions underlying the establishment of reserves for loan losses and other estimates;

 

·      the failure to maintain our reputation in our market area;

 

·      prevailing economic, political and business conditions in South Dakota;

 

·                  the effects of competition from a wide variety of local, regional, national and other providers of financial services;

 

·                  compliance with existing and future banking laws and regulations, including, without limitation, regulatory capital requirements and FDIC insurance coverages and costs;

 

·      changes in the availability and cost of credit and capital in the financial markets;

 

·      the effects of FDIC deposit insurance premiums and assessments;

 

·                  the risks of changes in market interest rates on the composition and costs of deposits, loan demand, net interest income, and the values and liquidity of loan collateral, and our ability or inability to manage interest rate and other risks;

 

·                  changes in the prices, values and sales volumes of residential and commercial real estate;

 

·                  an extended period of low commodity prices, significantly reduced yields on crops, reduced levels of governmental assistance to the agricultural industry, and reduced farmland values;

 

·      soundness of other financial institutions;

 

·                  the risks of future acquisitions and other expansion opportunities, including, without limitation, the related time and costs of implementing such transactions, integrating operations as part of these transactions and possible failures to achieve expected gains, revenue growth and expense savings from such transactions;

 

·      security and operations risks associated with the use of technology;

 

·                  the loss of one or more of our key personnel, or the failure to attract, assimilate and retain other highly qualified personnel in the future;

 

·      changes in or interpretations of accounting standards, rules or principles; and

 

·                  other factors and risks described under Part I, Item 2—“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 3—“Quantitative and Qualitative Disclosures About Market Risk” in this Form 10-Q.

 

Forward-looking statements speak only as of the date they are made. Forward-looking statements are based upon management’s then-current beliefs and assumptions, but management does not give any assurance that such beliefs and assumptions will prove to be correct. We undertake no obligation to publicly update or revise any forward-looking statements included or incorporated by reference in this Form 10-Q or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise, except to the extent required by federal securities laws. Based upon changing conditions, should any one or more of the above 

 

26

----

Table of Contents

 

risks or uncertainties materialize, or should any of our underlying beliefs or assumptions prove incorrect, actual results may vary materially from those described in any forward-looking statement.

 

References in this Form 10-Q to “we,” “our,” “us” and other similar references are to the Company, unless otherwise expressly stated or the context requires otherwise.

 

**Executive Summary**

 

The Company’s net income for the first nine months of fiscal 2011 was $2.7 million, or $0.39 in diluted earnings per common share, compared to $4.6 million, or $0.86 in diluted earnings per common share, for the same period of fiscal 2010.

 

Net interest income for the first nine months of fiscal 2011 was $28.3 million, an increase of $1.4 million, or 5.0%, compared to the same period a year ago.  For the nine months ended March 31, 2011, average interest-earning assets and average interest-bearing liabilities increased 4.7% and 3.3%, respectively, compared to the same period a year ago.  Yields on earning assets decreased to 4.79% for the first nine months of fiscal 2011, compared to 5.22% a year ago, a decrease of 43 basis points.  For the same period, cost of deposits, which include all interest-bearing and noninterest bearing deposits, decreased to 1.10%, compared to 1.56%, a decrease of 46 basis points.

 

The net interest margin expressed on a fully taxable equivalent basis (“Net Interest Margin, TE”) for the nine months ended March 31, 2011 was 3.32%, which is unchanged from the same period of the prior fiscal year.  This margin was sustained even though an interest income reversal due to loans placed in nonaccrual status negatively impacted the Net Interest Margin, TE percentage by 7 basis points for the each of the first two quarters and by an additional net 2 basis points for the third quarter of fiscal 2011.  A sustained overall decline in the interest rate yield curve has affected both the yield for the interest-earning assets and the interest-bearing liabilities, while the average balances for these categories increased over the comparable period of the prior year.  Net Interest Margin, TE is a non-GAAP financial measure.  See “Analysis of Net Interest Income” for a calculation of this non-GAAP financial measure and for further discussion as to the reasons we believe this non-GAAP financial measure is useful.

 

The allowance for loan and lease losses increased $3.9 million to $13.5 million at March 31, 2011, compared to June 30, 2010.  The ratio of allowance for loan and lease losses to total loans and leases was 1.61% as of March 31, 2011 compared to 1.52% and 1.10% at December 31, 2010 and June 30, 2010, respectively.  Total nonperforming assets at March 31, 2011 were $34.4 million as compared to $31.7 million and $9.2 million at December 31, 2010 and June 30, 2010, respectively.  The ratio of nonperforming assets to total assets increased to 2.85% at March 31, 2011, compared to 2.58% and 0.73% at December 31, 2010 and June 30, 2010, respectively.  The overall increase in nonperforming assets was primarily attributed to the deterioration in certain dairy operations resulting in seven substantial dairy loan relationships placed into nonaccrual status at March 31, 2011.  The deterioration in the dairy sector is related to prior low commodity prices for milk combined with increases in the cost of feed and operations. The specific valuation allowance on identified impaired loans increased to $4.8 million at March 31, 2011, compared to $3.9 million and $325,000 at December 31, 2010 and June 30, 2010, respectively.  All identified impaired loans are reviewed to assess the borrower’s inability to make payments under the terms of the loan and/or a shortfall in collateral value that would result in charging off the loan or the portion of the loan that was impaired.

 

Foreclosed real estate and other properties decreased by $282,000 to $664,000 at March 31, 2011 from June 30, 2011.  During the first three quarters of fiscal 2011, the Company has been able to sell and maintain a minimal amount of foreclosed assets. When compared to March 31, 2010, the Company has reduced these assets by $630,000.

 

The allowance for loan and lease losses is calculated based on loan and lease levels, loan and lease loss history over 12, 36, and 60 month time periods, credit quality of the loan and lease portfolio, and environmental factors such as economic health of the region and management experience.  This risk rating analysis is designed to give the Company a consistent and systematic methodology to determine proper levels for the allowance at a given time.  Management intends to continue its disciplined credit administration and loan underwriting processes and to remain focused on the creditworthiness of new loan originations.  Management believes that it has identified the most significant nonperforming assets in its loan portfolio and is working to clarify and resolve the credit, credit administration, and environmental factor issues related to these assets to obtain the most favorable outcome for the Company.

 

27

----

Table of Contents

 

The Company held $8.8 million in trust preferred securities at March 31, 2011, that are currently impaired under applicable accounting rules.  These are comprised of pooled securities issued primarily by banks throughout the United States, and were downgraded to a below investment grade rating.  The Company performed analysis to determine if any of the securities had a credit loss by estimating if any of the cash flows are not expected to be received as contracted.  Based upon the analysis, the Company recognized $549,000 as other-than-temporary impairment credit losses for the nine months ended March 31, 2011, compared to $2.4 million for the same period of the prior year.  Fair value on these investments was recorded at $3.4 million at March 31, 2011.

 

Total deposits at March 31, 2011, were $888.4 million, a decrease of $25.9 million, or 2.8% from June 30, 2010.  During the nine month period, in-market deposits, exclusive of public funds, increased $10.0 million, while out-of-market deposits and public funds decreased $5.3 million and $30.6 million, respectively.  The primary factor affecting interest expense was the decrease in the average rates paid on interest-bearing deposits for the nine month period ended March 31, 2011, of 1.24% compared to 1.76% for the nine month period ended March 31, 2010.

 

On April 25, 2011, the Company announced it will pay a quarterly cash dividend of 11.25 cents per common share for the third quarter of fiscal 2011.  The dividend will be paid on May 13, 2011, to stockholders of record on May 6, 2011.

 

The total risk-based capital ratio of 12.60% at March 31, 2011, increased by 92 basis points from 11.68% at June 30, 2010.  Tier I capital increased primarily due to the net income of the Bank while a decline in the overall loan balances contributed to a reduction in the risk-weighted assets.  These two factors led to the overall increase in this ratio.  This continues to place the Bank in the “well-capitalized” category within OTS regulation at March 31, 2011 and is consistent with the “well-capitalized” OTS category in which the Company plans to operate.  The Company historically has been able to manage the size of its assets through secondary market loan sales of single-family mortgages and student loans.

 

Noninterest income was $10.2 million for the nine months ended March 31, 2011, compared to $7.8 million for the same period in the prior fiscal year, an increase of $2.4 million.  This increase is due primarily to lower net impairment credit losses recognized in earnings of $549,000 for the first nine months of fiscal 2011, compared to the $2.4 million of net impairment credit losses for the same period of the prior fiscal year.  Net gain on sale of loans and fees on deposits increased $1.1 million and $456,000, respectively, while net gain on sale of securities and loan servicing income decreased $742,000 and $281,000, respectively.

 

Noninterest expense was $28.2 million for the nine months ended March 31, 2011, as compared to $26.3 million for the same period of the prior fiscal year, an increase of $1.9 million, or 7.3%.  The increase was attributed primarily to an increase in compensation and employee benefits of $1.1 million, or 7.1%.  Compensation costs grew as a result of sales staff increases, annual adjustments to existing staff base compensation and incentive pay accruals for non-executive staff.

 

The Bank is a member of the Deposit Insurance Fund (the “DIF”), which is administered by the Federal Deposit Insurance Corporation (“FDIC”).  Deposits are insured up to the applicable limits by the FDIC and such insurance is backed by the full faith and credit of the United States Government.  Under the Dodd-Frank Act, deposits of the Bank are permanently insured up to $250,000 per depositor for each account ownership category (prior to the legislation, the increased insurance coverage from $100,000 to $250,000 was temporary until December 31, 2013).  As insurer, the FDIC imposes deposit insurance premiums and is authorized to conduct examinations of and to require reporting by FDIC-insured institutions.  On November 12, 2009, the FDIC Board approved a rule requiring prepayment of the quarterly assessments for the fourth quarter of calendar year 2009 and the entire calendar years of 2010, 2011, and 2012.  On December 30, 2009, the Company paid $4.9 million, which was recorded as a prepaid asset and is being proportionally expensed as each quarter elapses. At March 31, 2011, the remaining balance recorded as a prepaid asset was $2.6 million.  Since March 31, 2010, the FDIC has increased the regular annualized assessment rate from 13.62 basis points to 15.43 at March 31, 2011.  This differential of 1.81 annualized basis points results in a quarterly expense increase of $41,000, when multiplied by the applicable deposit base at March 31, 2011.  The Dodd-Frank Act modified the assessment calculation to be the factor of the rate, which is reflective of the current CAMEL rating of the institution, multiplied by the assets of the institution, rather than the deposit base under the previous calculation.  This modified assessment is effective April 1, 2011, and the resulting quarterly expense is anticipated to decrease by 20% from the current quarter’s assessment ended March 31, 2011.  The FDIC may impose additional special assessments, which would be recorded as they are incurred.  Previously, the FDIC instituted the Transaction Account Guarantee Program (“TAGP”), which extended the FDIC’s insurance to full coverage of non-interest bearing transaction accounts for participating institutions at an annualized rate 

 

28

----

Table of Contents

 

of 10 basis points on deposit balances in excess of the $250,000 insurance limit.  The TAGP lapsed January 1, 2011, and is no longer in effect.  On November 9, 2010, the FDIC approved a final rule to provide temporary unlimited coverage for non-interest bearing transaction accounts.  This ruling revises the regulations to include non-interest bearing transaction accounts as a new temporary deposit insurance account category.  This new rule also states that Negotiable Order of Withdrawal (“NOW”) and Interest on Lawyer’s Trust Accounts (“IOLTA”) are not covered under the Dodd-Frank Act definition of noninterest-bearing transaction accounts and do not qualify for temporary unlimited coverage.

 

**General**

 

The Company is a financial services provider and, as such, has inherent risks that must be managed in order to achieve net income.  Primary risks that affect net income include credit risk, liquidity risk, operational risk, regulatory compliance risk and reputation risk.  The Company’s net income is derived by managing net interest margin, the ability to collect fees from services provided, by controlling the costs of delivering services and the management of loan and lease losses.  The primary source of revenues comes from the net interest margin, which represents the difference between income on interest-earning assets (i.e. loans and investment securities) and expense on interest-bearing liabilities (i.e. deposits and borrowed funding).  The net interest margin is affected by regulatory, economic and competitive factors that influence interest rates, loan demand and deposit flows.  Fees earned include charges for deposit services, trust services and loan services.  Personnel costs are the primary expenses required to deliver the services to customers.  Other costs include occupancy and equipment and general and administrative expenses.

 

**Financial Condition Data**

 

At March 31, 2011, the Company had total assets of $1.2 billion, a decrease of $45.7 million from the level at June 30, 2010.  The decrease in assets in the nine months of fiscal 2011 was due primarily to a decrease in net loans and leases receivable and loans held for sale of $37.4 million and $18.6 million, respectively.  Total liabilities decreased $46.8 million at March 31, 2011, as compared to June 30, 2010.  This decrease was primarily due to a decrease in deposits and advances from the FHLB and other borrowings of $25.9 million and $28.3 million, respectively.  Stockholders’ equity increased $1.1 million to $95.5 million at March 31, 2011.

 

Net loans and leases receivable decreased $37.4 million at March 31, 2011, as compared to June 30, 2010, due in part to decreases in one-to four-family loans of $11.9 million and agricultural loans of $6.7 million.  Equipment finance leases and consumer indirect loans decreased by $3.5 million and $5.1 million, respectively, due in part to management’s decision not to actively originate new contracts.   There was also an increase in the allowance for loan and lease losses of $3.9 million since June 30, 2010 which contributed to the overall decline.  Loans held for sale decreased $18.6 million primarily due to the sale of loans previously held.

 

Cash and cash equivalents increased $10.1 million at March 31, 2011, as compared to June 30, 2010.  See the “Consolidated Statement of Cash Flows” for an in-depth analysis of the change in cash and cash equivalents for the nine months ended March 31, 2011.

 

Deposits decreased $25.9 million at March 31, 2011, as compared to June 30, 2010.  Certificates of deposits, money market, and noninterest bearing accounts decreased $36.1 million, $6.7 million and $8.2 million, respectively, since June 30, 2010.  Interest-bearing checking increased $25.1 million to partially offset the other account decreases during the nine month period ended March 31, 2011.  Public fund account balances, which are included in the various deposit categories, decreased $30.6 million to $184.3 million at March 31, 2011 in part as a result of seasonal fluctuations typical with these types of municipal deposits.  Advances from the FHLB and other borrowings decreased $28.3 million at March 31, 2011, as compared to June 30, 2010, due to reductions in short-term borrowing from  loan repayments in excess of advances during the first nine months of fiscal 2011.

 

Stockholders’ equity increased $1.1 million to $95.5 million at March 31, 2011, due in part to a decrease in accumulated other comprehensive losses, net of deferred tax effect of $234,000 during the first nine months of fiscal 2011.  Net income and stock issuances and amortization increased stockholders’ equity by $2.7 million and $526,000, respectively, while dividends reduced stockholders’ equity by $2.4 million during the period.

 

29

----

Table of Contents

 

The following tables show the composition of the Company’s loan and lease portfolio and deposit accounts:

 

**Loan and Lease Portfolio Composition**

 
| ** **                            | ** ** | **March 31, 2011**         | ** ** | **June 30, 2010** | ** ** |
|---------------------------------------|------------|--------------------------------------|------------|-----------------------------|------------|
| ** **                            | ** ** | **Amount**                           | ** ** | **Percent**                 | ** ** | **Amount** | ** ** | **Percent** | ** ** |
| ** **                            | ** ** | **(Dollars in Thousands)** | ** ** |
|                                  |       |                                 |       |                        |       |   |   |   |   |
| One-to four-family (1)                |       | $                                    | 60,518     |                        | 7.21       | % | $ | 72,392 |   | 8.30 | % |
| Commercial real estate                |       | 221,874                              |       | 26.45                       |       | 216,479 |   | 24.82 |   |
| Commercial business (2)               |       | 96,591                               |       | 11.52                       |       | 99,892 |   | 11.45 |   |
| Multi-family real estate              |       | 47,619                               |       | 5.68                        |       | 50,064 |   | 5.74 |   |
| Equipment finance leases              |       | 7,149                                |       | 0.85                        |       | 10,642 |   | 1.22 |   |
| Consumer direct (3)                   |       | 120,240                              |       | 14.34                       |       | 122,832 |   | 14.08 |   |
| Consumer indirect (4)                 |       | 3,089                                |       | 0.37                        |       | 8,186 |   | 0.94 |   |
| Agricultural                          |       | 263,848                              |       | 31.46                       |       | 270,568 |   | 31.02 |   |
| Construction                          |       | 17,824                               |       | 2.12                        |       | 21,225 |   | 2.43 |   |
| Total loans and leases receivable (5) |       | $                                    | 838,752    |                        | 100.00     | % | $ | 872,280 |   | 100.00 | % |

 

----

(1) Excludes $5,723 and $20,394 loans held for sale at March 31, 2011 and June 30, 2010, respectively.

(2) Includes $2,489 and $2,599 tax exempt leases at March 31, 2011 and June 30, 2010, respectively.

(3) Excludes $946 and $4,893 student loans held for sale at March 31, 2011 and June 30, 2010, respectively.

(4) The Company announced Consumer Indirect originations ceased during the first quarter of Fiscal 2008.

(5) Includes deferred loan fees and discounts.

 

**Deposit Composition**

 
| ** **                            | ** ** | **March 31, 2011**         | ** ** | **June 30, 2010** | ** ** |
|---------------------------------------|------------|--------------------------------------|------------|-----------------------------|------------|
| ** **                            | ** ** | **Amount**                           | ** ** | **Percent**                 | ** ** | **Amount** | ** ** | **Percent** | ** ** |
| ** **                            | ** ** | **(Dollars in Thousands)** | ** ** |
|                                  |       |                                 |       |                        |       |   |   |   |   |
| Noninterest bearing checking accounts |       | $                                    | 108,943    |                        | 12.26      | % | $ | 117,139 |   | 12.81 | % |
| Interest bearing checking accounts    |       | 125,322                              |       | 14.11                       |       | 100,231 |   | 10.96 |   |
| Money market accounts                 |       | 183,091                              |       | 20.61                       |       | 189,821 |   | 20.76 |   |
| Savings accounts                      |       | 83,169                               |       | 9.36                        |       | 83,136 |   | 9.09 |   |
| In-market certificates of deposit     |       | 370,248                              |       | 41.68                       |       | 401,033 |   | 43.87 |   |
| Out-of-market certificates of deposit |       | 17,625                               |       | 1.98                        |       | 22,904 |   | 2.51 |   |
| Total deposits                        |       | $                                    | 888,398    |                        | 100.00     | % | $ | 914,264 |   | 100.00 | % |

 

**Analysis of Net Interest Income**

 

Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities.  Net interest income depends upon the volume of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on them.

 

*Average Balances, Interest Rates and Yields.*  The following table presents for the periods indicated, the total dollar amount of interest income from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates, and the net interest margin.  The table does not reflect any effect of income taxes, except where noted.  Average balances consist of daily average balances for the Bank with simple average balances for all other subsidiaries of the Company.  The average balances include nonaccruing loans and leases.  The yields on loans and leases include origination fees, net of costs, which are considered adjustments to yield.

 

30

----

Table of Contents

** **
| ** **                                    | ** ** | **Three Months Ended March 31,** | ** ** |
|-----------------------------------------------|------------|------------------------------------------------------|------------|
| ** **                                    | ** ** | **2011**                                             | ** ** | **2010** | ** ** |
| ** **                                    | ** ** | **Average**                                          | ** ** | **Interest** | ** ** | ** ** | ** ** | **Average** | ** ** | **Interest** | ** ** | ** ** | ** ** |
| ** **                                    | ** ** | **Outstanding**                                      | ** ** | **Earned/** | ** ** | **Yield/** | ** ** | **Outstanding** | ** ** | **Earned/** | ** ** | **Yield/** | ** ** |
| ** **                                    | ** ** | **Balance**                                          | ** ** | **Paid** | ** ** | **Rate** | ** ** | **Balance** | ** ** | **Paid** | ** ** | **Rate** | ** ** |
| ** **                                    | ** ** | **(Dollars in Thousands)**                 | ** ** |
| Interest-earning assets:                      |       |                                                 |       |   |   |   |   |   |   |   |   |   |   |
| Loans and leases receivable (1) (3)           |       | $                                                    | 852,532    |   | $ | 11,781 |   | 5.60 | % | $ | 856,414 |   | $ | 12,192 |   | 5.77 | % |
| Investment securities (2) (3)                 |       | 262,793                                              |       | 1,316 |   | 2.03 | % | 259,318 |   | 1,872 |   | 2.93 | % |
| FHLB stock                                    |       | 9,036                                                |       | 80 |   | 3.59 | % | 11,207 |   | 56 |   | 2.03 | % |
|                                          |       |                                                 |       |   |   |   |   |   |   |   |   |   |   |
| Total interest-earning assets                 |       | 1,124,361                                            |       | $ | 13,177 |   | 4.75 | % | 1,126,939 |   | $ | 14,120 |   | 5.08 | % |
| Noninterest-earning assets                    |       | 91,326                                               |       |   |   |   |   | 79,250 |   |   |   |   |   |
| Total assets                                  |       | $                                                    | 1,215,687  |   |   |   |   |   | $ | 1,206,189 |   |   |   |   |   |
|                                          |       |                                                 |       |   |   |   |   |   |   |   |   |   |   |
| Interest-bearing liabilities:                 |       |                                                 |       |   |   |   |   |   |   |   |   |   |   |
| Deposits:                                     |       |                                                 |       |   |   |   |   |   |   |   |   |   |   |
| Checking and money market                     |       | $                                                    | 293,567    |   | $ | 382 |   | 0.53 | % | $ | 244,753 |   | $ | 353 |   | 0.58 | % |
| Savings                                       |       | 91,433                                               |       | 75 |   | 0.33 | % | 81,077 |   | 72 |   | 0.36 | % |
| Certificates of deposit                       |       | 403,093                                              |       | 1,823 |   | 1.83 | % | 416,991 |   | 2,401 |   | 2.34 | % |
| Total interest-bearing deposits               |       | 788,093                                              |       | 2,280 |   | 1.17 | % | 742,821 |   | 2,826 |   | 1.54 | % |
| FHLB advances and other borrowings            |       | 165,654                                              |       | 1,401 |   | 3.43 | % | 215,165 |   | 1,488 |   | 2.80 | % |
| Subordinated debentures payable to trusts     |       | 27,837                                               |       | 450 |   | 6.56 | % | 27,837 |   | 453 |   | 6.60 | % |
|                                          |       |                                                 |       |   |   |   |   |   |   |   |   |   |   |
| Total interest-bearing liabilities            |       | 981,584                                              |       | 4,131 |   | 1.71 | % | 985,823 |   | 4,767 |   | 1.96 | % |
| Noninterest-bearing deposits                  |       | 103,120                                              |       |   |   |   |   | 90,084 |   |   |   |   |   |
| Other liabilities                             |       | 35,810                                               |       |   |   |   |   | 37,618 |   |   |   |   |   |
| Total liabilities                             |       | 1,120,514                                            |       |   |   |   |   | 1,113,525 |   |   |   |   |   |
| Equity                                        |       | 95,173                                               |       |   |   |   |   | 92,664 |   |   |   |   |   |
| Total liabilities and equity                  |       | $                                                    | 1,215,687  |   |   |   |   |   | $ | 1,206,189 |   |   |   |   |   |
|                                          |       |                                                 |       |   |   |   |   |   |   |   |   |   |   |
| Net interest income; interest rate spread (4) |       |                                                 |       | $ | 9,046 |   | 3.04 | % |   |   | $ | 9,353 |   | 3.12 | % |
|                                          |       |                                                 |       |   |   |   |   |   |   |   |   |   |   |
| Net interest margin (4) (5)                   |       |                                                 |       |   |   | 3.26 | % |   |   |   |   | 3.37 | % |
|                                          |       |                                                 |       |   |   |   |   |   |   |   |   |   |   |
| Net interest margin, TE (6)                   |       |                                                 |       |   |   | 3.31 | % |   |   |   |   | 3.42 | % |

 

----

(1)          Includes loan fees and interest on accruing loans and leases past due 90 days or more.

(2)          Includes federal funds sold.

(3)          Yields do not reflect the tax-exempt nature of loans, equipment leases and municipal securities.

(4)          Percentages for the three months ended March 31, 2011 and March 31, 2010 have been annualized.

(5)          Net interest income divided by average interest-earning assets.

(6)          Net interest margin expressed on a fully taxable equivalent basis (“Net Interest Margin, TE”) is a non-GAAP financial measure.  The tax-equivalent adjustment to net interest income recognizes the income tax savings when comparing taxable and tax-exempt assets and adjusting for federal and state exemption of interest income and certain other permanent income tax differences.  We believe that it is a standard practice in the banking industry to present net interest margin expressed on a fully taxable equivalent basis, and accordingly believe the presentation of this non-GAAP financial measure may be useful for peer comparison purposes.  As a non-GAAP financial measure, Net Interest Margin, TE should be considered supplemental to and not a substitute for or superior to, financial measures calculated in accordance with GAAP.  As other companies may use different calculations for Net Interest Margin, TE, this presentation may not be comparable to similarly titled measures reported by other companies.

 

31

----

Table of Contents

 
| ** **                                    | ** ** | **Nine Months Ended March 31,** | ** ** |
|-----------------------------------------------|------------|-----------------------------------------------------|------------|
| ** **                                    | ** ** | **2011**                                            | ** ** | **2010** | ** ** |
| ** **                                    | ** ** | **Average**                                         | ** ** | **Interest** | ** ** | ** ** | ** ** | **Average** | ** ** | **Interest** | ** ** | ** ** | ** ** |
| ** **                                    | ** ** | **Outstanding**                                     | ** ** | **Earned/** | ** ** | **Yield/** | ** ** | **Outstanding** | ** ** | **Earned/** | ** ** | **Yield/** | ** ** |
| ** **                                    | ** ** | **Balance**                                         | ** ** | **Paid** | ** ** | **Rate** | ** ** | **Balance** | ** ** | **Paid** | ** ** | **Rate** | ** ** |
| ** **                                    | ** ** | **(Dollars in Thousands)**                | ** ** |
| Interest-earning assets:                      |       |                                                |       |   |   |   |   |   |   |   |   |   |   |
| Loans and leases receivable (1) (3)      |       | $                                                   | 877,233    |   | $ | 37,029 |   | 5.62 | % | $ | 852,249 |   | $ | 36,887 |   | 5.77 | % |
| Investment securities (2) (3)            |       | 263,243                                             |       | 4,107 |   | 2.08 | % | 235,183 |   | 5,991 |   | 3.39 | % |
| FHLB stock                                    |       | 10,272                                              |       | 243 |   | 3.15 | % | 11,873 |   | 222 |   | 2.49 | % |
|                                          |       |                                                |       |   |   |   |   |   |   |   |   |   |   |
| Total interest-earning assets                 |       | 1,150,748                                           |       | $ | 41,379 |   | 4.79 | % | 1,099,305 |   | $ | 43,100 |   | 5.22 | % |
| Noninterest-earning assets                    |       | 83,924                                              |       |   |   |   |   | 77,148 |   |   |   |   |   |
| Total assets                                  |       | $                                                   | 1,234,672  |   |   |   |   |   | $ | 1,176,453 |   |   |   |   |   |
|                                          |       |                                                |       |   |   |   |   |   |   |   |   |   |   |
| Interest-bearing liabilities:                 |       |                                                |       |   |   |   |   |   |   |   |   |   |   |
| Deposits:                                     |       |                                                |       |   |   |   |   |   |   |   |   |   |   |
| Checking and money market                     |       | $                                                   | 277,647    |   | $ | 1,108 |   | 0.53 | % | $ | 230,015 |   | $ | 968 |   | 0.56 | % |
| Savings                                       |       | 82,543                                              |       | 207 |   | 0.33 | % | 72,158 |   | 197 |   | 0.36 | % |
| Certificates of deposit                       |       | 423,409                                             |       | 6,005 |   | 1.89 | % | 432,630 |   | 8,517 |   | 2.62 | % |
| Total interest-bearing deposits               |       | 783,599                                             |       | 7,320 |   | 1.24 | % | 734,803 |   | 9,682 |   | 1.76 | % |
| FHLB advances and other borrowings            |       | 188,635                                             |       | 4,376 |   | 3.09 | % | 205,067 |   | 5,084 |   | 3.30 | % |
| Subordinated debentures payable to trusts     |       | 27,837                                              |       | 1,371 |   | 6.56 | % | 27,837 |   | 1,372 |   | 6.57 | % |
|                                          |       |                                                |       |   |   |   |   |   |   |   |   |   |   |
| Total interest-bearing liabilities            |       | 1,000,071                                           |       | 13,067 |   | 1.74 | % | 967,707 |   | 16,138 |   | 2.22 | % |
| Noninterest-bearing deposits                  |       | 104,126                                             |       |   |   |   |   | 93,956 |   |   |   |   |   |
| Other liabilities                             |       | 36,036                                              |       |   |   |   |   | 33,526 |   |   |   |   |   |
| Total liabilities                             |       | 1,140,233                                           |       |   |   |   |   | 1,095,189 |   |   |   |   |   |
| Equity                                        |       | 94,439                                              |       |   |   |   |   | 81,264 |   |   |   |   |   |
| Total liabilities and equity                  |       | $                                                   | 1,234,672  |   |   |   |   |   | $ | 1,176,453 |   |   |   |   |   |
|                                          |       |                                                |       |   |   |   |   |   |   |   |   |   |   |
| Net interest income; interest rate spread (4) |       |                                                |       | $ | 28,312 |   | 3.05 | % |   |   | $ | 26,962 |   | 3.00 | % |
|                                          |       |                                                |       |   |   |   |   |   |   |   |   |   |   |
| Net interest margin (4) (5)              |       |                                                |       |   |   | 3.28 | % |   |   |   |   | 3.27 | % |
|                                          |       |                                                |       |   |   |   |   |   |   |   |   |   |   |
| Net interest margin, TE (6)                   |       |                                                |       |   |   | 3.32 | % |   |   |   |   | 3.32 | % |

 

----

(1)          Includes loan fees and interest on accruing loans and leases past due 90 days or more.

(2)          Includes federal funds sold.

(3)          Yields do not reflect the tax-exempt nature of loans, equipment leases and municipal securities.

(4)          Percentages for the nine months ended March 31, 2011 and March 31, 2010 have been annualized.

(5)          Net interest income divided by average interest-earning assets.

(6)          Net interest margin expressed on a fully taxable equivalent basis (“Net Interest Margin, TE”) is a non-GAAP financial measure.  The tax-equivalent adjustment to net interest income recognizes the income tax savings when comparing taxable and tax-exempt assets and adjusting for federal and state exemption of interest income and certain other permanent income tax differences.  We believe that it is a standard practice in the banking industry to present net interest margin expressed on a fully taxable equivalent basis, and accordingly believe the presentation of this non-GAAP financial measure may be useful for peer comparison purposes.  As a non-GAAP financial measure, Net Interest Margin, TE should be considered supplemental to and not a substitute for or superior to, financial measures calculated in accordance with GAAP.  As other companies may use different calculations for Net Interest Margin, TE, this presentation may not be comparable to similarly titled measures reported by other companies.

 

32

----

Table of Contents

 

The reconciliation of the net interest income (GAAP) to Net Interest Margin, TE (non-GAAP) is as follows:

 
| ** **                      | ** ** | **Three Months Ended**     | ** ** | **Nine Months Ended** | ** ** |
|---------------------------------|------------|--------------------------------------|------------|---------------------------------|------------|
| ** **                      | ** ** | **March 31,**                   | ** ** | **March 31,**              | ** ** |
| ** **                      | ** ** | **2011**                             | ** ** | **2010**                        | ** ** | **2011** | ** ** | **2010** | ** ** |
| ** **                      | ** ** | **(Dollars in Thousands)** | ** ** |
| ** **                      | ** ** | ** **                           | ** ** | ** **                      | ** ** | ** ** | ** ** | ** ** | ** ** |
| Net interest income             |       | $                                    | 9,046      |                            | $          | 9,353 |   | $ | 28,312 |   | $ | 26,962 |   |
| Taxable equivalent adjustment   |       | 131                                  |       | 139                             |       | 377 |   | 429 |   |
| Adjusted net interest income    |       | 9,177                                |       | 9,492                           |       | 28,689 |   | 27,391 |   |
| Average interest-earning assets |       | 1,124,361                            |       | 1,126,939                       |       | 1,150,748 |   | 1,099,305 |   |
| Net interest margin, TE         |       | 3.31                                 | %          | 3.42                            | %          | 3.32 | % | 3.32 | % |
|                                 |            |                                      |            |                                 |            |  |  |  |  |  |  |  |  |

 

**Rate/Volume Analysis of Net Interest Income**

 

The following schedule presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities.  It distinguishes between the increases and decreases due to fluctuating outstanding balances resulting from the levels and volatility of interest rates.  For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume (i.e., changes in volume multiplied by old rate) and (ii) changes in rate (i.e., changes in rate multiplied by old volume).

 

For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately to the change due to volume and the change due to rate.

 
| ** **                                | ** ** | **Three Months Ended March 31,** | ** ** | **Nine Months Ended March 31,** | ** ** |
|-------------------------------------------|------------|------------------------------------------------------|------------|-----------------------------------------------------|------------|
| ** **                                | ** ** | **2011 vs 2010**                           | ** ** | **2011 vs 2010**                          | ** ** |
| ** **                                | ** ** | **Increase**                                         | ** ** | **Increase**                                        | ** ** | ** ** | ** ** | **Increase** | ** ** | **Increase** | ** ** | ** ** | ** ** |
| ** **                                | ** ** | **(Decrease)**                                       | ** ** | **(Decrease)**                                      | ** ** | **Total** | ** ** | **(Decrease)** | ** ** | **(Decrease)** | ** ** | **Total** | ** ** |
| ** **                                | ** ** | **Due to**                                      | ** ** | **Due to**                                     | ** ** | **Increase** | ** ** | **Due to** | ** ** | **Due to** | ** ** | **Increase** | ** ** |
| ** **                                | ** ** | **Volume**                                           | ** ** | **Rate**                                            | ** ** | **(Decrease)** | ** ** | **Volume** | ** ** | **Rate** | ** ** | **(Decrease)** | ** ** |
| ** **                                | ** ** | **(Dollars in Thousands)**                 | ** ** |
| Interest-earning assets:                  |       |                                                 |       |                                                |       |   |   |   |   |   |   |   |   |
| Loans and leases receivable (1)           |       | $                                                    | (55        | )                                                   | $          | (356 | ) | $ | (411 | ) | $ | 1,107 |   | $ | (965 | ) | $ | 142 |   |
| Investment securities (2)                 |       | 25                                                   |       | (581                                                | )          | (556 | ) | 712 |   | (2,596 | ) | (1,884 | ) |
| FHLB stock                                |       | (11                                                  | )          | 35                                                  |       | 24 |   | (30 | ) | 51 |   | 21 |   |
|                                      |       |                                                 |       |                                                |       |   |   |   |   |   |   |   |   |
| Total interest-earning assets             |       | $                                                    | (41        | )                                                   | $          | (902 | ) | $ | (943 | ) | $ | 1,789 |   | $ | (3,510 | ) | $ | (1,721 | ) |
|                                      |       |                                                 |       |                                                |       |   |   |   |   |   |   |   |   |
| Interest-bearing liabilities:             |       |                                                 |       |                                                |       |   |   |   |   |   |   |   |   |
| Deposits:                                 |       |                                                 |       |                                                |       |   |   |   |   |   |   |   |   |
| Checking and money market                 |       | $                                                    | 67         |                                                | $          | (38 | ) | $ | 29 |   | $ | 202 |   | $ | (62 | ) | $ | 140 |   |
| Savings                                   |       | 10                                                   |       | (7                                                  | )          | 3 |   | 29 |   | (19 | ) | 10 |   |
| Certificates of deposit                   |       | (79                                                  | )          | (499                                                | )          | (578 | ) | (182 | ) | (2,330 | ) | (2,512 | ) |
| Total interest-bearing deposits           |       | (2                                                   | )          | (544                                                | )          | (546 | ) | 49 |   | (2,411 | ) | (2,362 | ) |
| FHLB advances and other borrowings        |       | (343                                                 | )          | 256                                                 |       | (87 | ) | (409 | ) | (299 | ) | (708 | ) |
| Subordinated debentures payable to trusts |       | —                                               |       | (3                                                  | )          | (3 | ) | — |   | (1 | ) | (1 | ) |
|                                      |       |                                                 |       |                                                |       |   |   |   |   |   |   |   |   |
| Total interest-bearing liabilities        |       | $                                                    | (345       | )                                                   | $          | (291 | ) | $ | (636 | ) | $ | (360 | ) | $ | (2,711 | ) | $ | (3,071 | ) |
|                                      |       |                                                 |       |                                                |       |   |   |   |   |   |   |   |   |
| Net interest income increase              |       | $                                                    | 304        |                                                | $          | (611 | ) | $ | (307 | ) | $ | 2,149 |   | $ | (799 | ) | $ | 1,350 |   |

 

----

(1)          Includes loan fees and interest on accruing loans and leases past due 90 days or more.

(2)          Includes federal funds sold.

 

33

----

 

 

Table of Contents

 

**Application of Critical Accounting Policies**

 

GAAP requires management to utilize estimates when reporting financial results.  The Company has identified the policies discussed below as Critical Accounting Policies because the accounting estimates require management to make certain assumptions about matters which may be uncertain at the time the estimate was made and a different method of estimating could have been reasonably made which could have a material impact on the presentation of the Company’s financial condition, changes in financial condition or results of operations.

 

*Allowance for Loan and Lease Losses.* GAAP requires the Company to set aside reserves or maintain an allowance against probable loan and lease losses in the loan and lease portfolio.  Management must develop a consistent and systematic approach to estimate the appropriate balances to cover the probable losses.  Due to the uncertainty of future events, the approach includes a process that may differ significantly from other methodologies and still produce an estimate in accordance with GAAP.

 

The allowance is compiled by utilizing the Company’s loan and lease risk rating system, which is structured to identify weaknesses in the loan and lease portfolio.  The risk rating system has evolved to a process whereby management believes the system will properly identify the credit risk associated with the loan and lease portfolio.  Due to the stratification of loans and leases for the allowance calculation, the estimate of the allowance for loan and lease losses could change materially if the loan and lease risk rating system would not properly identify the strength of a large or a few large loan and lease customers.  Although management believes it uses the best information available to determine the allowance, unforeseen market or borrower conditions could result in adjustments and net earnings being significantly affected if circumstances differ substantially from the assumptions used in making the final determinations.

 

*Mortgage Servicing Rights (“MSR”)*.  The Company records a servicing asset for contractually separated servicing from the underlying mortgage loans.   The asset is initially recorded at fair value and represents an intangible asset backed by an income stream from the serviced assets.  The asset is amortized in proportion to and over the period of estimated net servicing income.

 

At each balance sheet date, the MSRs are analyzed for impairment, which occurs when the fair value of the MSRs is lower than the amortized book value. The Company’s MSRs are primarily servicing rights acquired on South Dakota Housing Development Authority first time homebuyers program.  Due to the lack of quoted markets for the Company’s servicing portfolio, the Company estimates the fair value of the MSRs using present value of future cash flow analysis.  If the analysis produces a fair value greater than or equal to the amortized book value of the MSRs, no impairment is recognized.  If the fair value is less than the book value, an expense for the difference is charged to earnings by initiating a MSR valuation account.  If the Company determines this impairment is temporary, any future changes in fair value are recorded as a change in earnings and the valuation.  If the Company determines the impairment to be permanent, the valuation is written off against the MSRs, which results in a new amortized balance.

 

The Company has included MSRs as a critical accounting policy because the use of estimates for determining fair value using present value concepts may produce results which may significantly differ from other fair value analysis perhaps even to the point of recording impairment.  The risk to earnings is when the underlying mortgages pay off significantly faster than the assumptions used in the previously recorded amortization.  Estimating future cash flows on the underlying mortgages is a difficult analysis and requires judgment based on the best information available.  The Company looks at alternative assumptions and projections when preparing a reasonable and supportable analysis.  Based on the Company’s quarterly analysis of MSRs, there was no impairment to the MSRs at March 31, 2011.

 

*Security Impairment*.  Management continually monitors the investment security portfolio for impairment on a security by security basis under the guidance of ASC Subtopic 320-10.  Management has a process in place to identify securities that could potentially have a credit impairment that is other-than-temporary.  This process involves the length of time and extent to which the fair value has been less than the amortized cost basis, review of available information regarding the financial position of the issuer, monitoring the rating of the security, cash flow projections, and the Company’s intent to sell a security or whether it is more likely than not the Company will be required to sell the security before the recovery of its amortized cost which, in some cases, may extend to maturity.  To the extent we determine that a security is deemed to be other-than-temporarily impaired, an impairment loss is recognized.  If the Company intends to sell a security or it is more likely than not that the Company would be required to sell a security before the recovery of its amortized cost, less any current period credit loss, the Company recognizes an other-than-temporary impairment in earnings for the difference between amortized cost and fair value.  If we do not expect to recover the amortized cost basis, we do not plan to sell the security and if it is not more likely than not that the Company would be required to sell a

 

34

----

Table of Contents

 

security before the recovery of it’s amortized cost, less any current period credit loss, the recognition of the other-than-temporary impairment is bifurcated.  For those securities, the Company separates the total impairment into a credit loss component recognized in earnings, and the amount of the loss related to other factors is recognized in other comprehensive income net of taxes.

 

The amount of the credit loss component of a debt security impairment is estimated as the difference between amortized cost and the present value of the expected cash flows of the security.  The present value is determined using the best estimate cash flows discounted at the effective interest rate implicit to the security at the date of purchase or the current yield to accrete an asset-backed or floating rate security.  Cash flow estimates for trust preferred securities are derived from scenario-based outcomes of forecasted default rates, loss severity, prepayment speeds and structural support.

 

*Level 3 Fair Value Measurement.*  GAAP requires the Company to measure the fair value of financial instruments under a standard which describes three levels of inputs that may be used to measure fair value. Level 3 measurement includes significant unobservable inputs that reflect the Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. Although management believes that it uses a best estimate of information available to determine fair value, due to the uncertainty of future events, the approach includes a process that may differ significantly from other methodologies and still produce an estimate that is in accordance with GAAP.

 

*Self-Insurance*.  The Company has a self-insured healthcare plan for its employees up to certain limits.  To mitigate a portion of these risks, the Company has a stop-loss insurance policy through a commercial insurance carrier for coverage in excess of $75,000 per individual occurrence with a $1 million maximum aggregate limitation per member.  The estimate of self-insurance liability is based upon known claims and an estimate of incurred, but not reported (“IBNR”) claims.  IBNR claims are estimated using historical claims lag information received by a third party claims administrator.  Due to the uncertainty of health claims, the approach includes a process which may differ significantly from other methodologies and still produce an estimate in accordance with GAAP.  Although management believes it uses the best information available to determine the accrual, unforeseen health claims could result in adjustments to the accrual.  These adjustments could significantly affect net earnings if circumstances differ substantially from the assumptions used in estimating the accrual.

 

**Asset Quality and Potential Problem Loans and Leases**

 

Nonperforming assets (nonaccrual loans and leases, accruing loans and leases delinquent more than 90 days and foreclosed assets) increased to $34.4 million at March 31, 2011 from $31.7 million at December 31, 2010 and $9.2 million at June 30, 2010.  Nonaccruing loans and leases increased to $27.1 million from $26.9 million and $6.0 million at December 31, 2010 and June 30, 2010, respectively.  Accruing loans and leases delinquent more than 90 days increased $4.4 million to $6.6 million at March 31, 2011 from $2.2 million at June 30, 2010, but decreased by $2.0 million since December 31, 2010.  Foreclosed assets decreased $282,000 to $664,000 at March 31, 2011, from $946,000 at June 30, 2010.  In addition, the ratio of nonperforming assets to total assets, which is one indicator of credit risk exposure, was 2.85% at March 31, 2011, which is an increase from 2.58% and 0.73% as reported at December 31, 2010 and June 30, 2010, respectively.  The overall increase in nonperforming assets was primarily attributed to the deterioration in certain dairy operations due to low commodity prices for milk and increases in the cost of feed and operations.  Recently, there has been a moderate increase in the price for milk, which has been beneficial for the dairy industry as a whole.

 

Nonaccruing loans and leases increased to $27.1 million at March 31, 2011, an increase of $21.1 million compared to June 30, 2010.  The loans and leases included in nonaccruing loans and leases at March 31, 2011 were 10 loans totaling $1.2 million secured by one- to four-family real estate, nine loans totaling $11.8 million secured by agricultural real estate, 53 loans totaling $11.4 million secured by agricultural business assets, five loans totaling $923,000 secured by commercial real estate, 12 loans totaling $758,000 secured by commercial business assets, 20 leases totaling $329,000 secured by equipment, and 25 loans totaling $671,000 secured by consumer assets.

 

Accruing loans and leases delinquent more than 90 days increased $4.4 million, to $6.6 million at March 31, 2011 compared to $2.2 million at June 30, 2010.  Included in accruing loans and leases delinquent more than 90 days at March 31, 2011 were two loans totaling $124,000 secured by commercial real estate, five loans for $431,000 secured by one-to four-family real estate, 12 loans totaling $2.8 million secured by agricultural real estate, two loans totaling

 

35

----

Table of Contents

 

$169,000 secured by commercial business assets, 23 loans totaling $3.1 million secured by agricultural business assets,  and two loans totaling $28,000 of unsecured overdraft and reserve accounts.  For the accruing loans which are greater than 90 days past due, one-to-four family collateralized loans have a weighted average loan to value ratio of 98.0% at March 31, 2011.  These loans remain in accruing status due to the government guarantees on each of the loans.  Commercial real estate and commercial business collateralized loans have weighted average loan to value ratios of 30.9% and 24.1%, respectively.  Consumer loans consist of overdraft and nonsufficient fund balances which do not accrue interest and are in the process of collection.  Agricultural collateralized loans have a weighted average loan to value ratio of 57.0%.  Recent trends in collateral values have seen a regionalized increase in values in land and dairy assets within the agricultural sector, which is the largest component of the accruing loans greater than 90 days past due.

 

The risk rating system in place is designed to identify and manage the nonperforming loans and leases.  Commercial and agricultural loans and equipment finance leases will have specific reserve allocations based on collateral values or based on the present value of expected cash flows if the loans and leases are deemed impaired.  Loans and leases that are not performing do not necessarily result in a loss.

 

As of March 31, 2011, foreclosed assets decreased by $282,000, or 29.8%, to $664,000 as compared to $946,000 at June 30, 2010.  During the first three quarters of fiscal 2011, the Company has been able to sell most of the remaining assets that have been previously foreclosed.  When compared to March 31, 2010, the Company has reduced these assets by $629,000.  The balance at March 31, 2011 consisted of $615,000 of one- to four-family collateral owned, $29,000 of commercial business collateral owned, $15,000 of leased equipment owned, and $5,000 of consumer collateral owned.

 

At March 31, 2011, the Company had designated $65.7 million of its loans as classified, net of specific valuation allowance, which management has determined need to be closely monitored because of possible credit problems of the borrowers or the cash flows of the secured properties.  The Company also classified $8.8 million of trust preferred securities in accordance with OTS debt security classification guidelines.  Based upon the credit rating and unrealized loss position for each security, management compared the present value of best estimates of cash flows expected to be collected from each security at the security’s effective interest rate to the amortized cost basis of each security to determine if an other-than-temporary impairment exists.  At March 31, 2011, the Company had $9.4 million in multi-family, commercial business, commercial real estate and agricultural participation loans purchased, of which none were classified.  These loans and leases were considered in determining the adequacy of the allowance for loan and lease losses.  The allowance for loan and lease losses is established based on management’s evaluation of the risks probable in the loan and lease portfolio and changes in the nature and volume of loan and lease activity.  Such evaluation, which includes a review of all loans and leases for which full collectability may not be reasonably assured, considers the estimated fair market value of the underlying collateral, present value of expected principal and interest payments, economic conditions, historical loss experience and other factors that warrant recognition in providing for an adequate loan and lease loss allowance.

 

The Company’s management believes the March 31, 2011 recorded allowance for loan and lease losses was adequate to provide for probable losses on the related loans and leases, although there can be no assurance the allowance will be adequate in the future.  In addition, the Company’s determination as to the amount of our allowance for loan losses is subject to review by the Bank’s principal federal regulator, the OTS.  The OTS  began its periodic review in the second quarter of fiscal year 2011 and management received the final exam report in the third quarter.  As an integral part of its examination, the OTS reviews our allowance for loan losses, and any modifications resulting from the exam have been reflected in this Form 10-Q.

 

In accordance with the Company’s internal classification of assets policy, management evaluates the loan and lease portfolio on a monthly basis to identify loss potential and determines the adequacy of the allowance for loan and lease losses quarterly.  Loans and leases are placed on nonaccrual status when the collection of principal and/or interest becomes doubtful.  Foreclosed assets include assets acquired in settlement of loans and leases.  For all non-homogeneous loans, our policy for returning nonperforming loans to performing status requires the following criteria:  six months of continued performance, timely payments, positive cash flow and an acceptable loan to value ratio.  For homogeneous loans, typical in our consumer portfolio, the criteria needed is for six months of consecutive timely loan payments.  For troubled debt restructured loans, the criteria for returning specific loans to accruing status is the determination that the restructure, which includes interest, enabled the customer to return to a positive cash flow.

 

36

----

Table of Contents

 

The following table sets forth the amounts and categories of the Company’s nonperforming assets for the periods indicated.

 
| ** **                                                                       | ** ** | **Nonperforming Assets**        | ** ** |
|----------------------------------------------------------------------------------|------------|--------------------------------------|------------|
| ** **                                                                       | ** ** | **March 31, 2011**         | ** ** | **June 30, 2010** | ** ** |
| ** **                                                                       | ** ** | **(Dollars in Thousands)** | ** ** |
| Nonaccruing loans and leases:                                                    |       |                                 |       |   |   |
| One- to four-family                                                              |       | $                                    | 1,214      |   | $ | 159 |   |
| Commercial real estate                                                           |       | 923                                  |       | 716 |   |
| Commercial business                                                              |       | 758                                  |       | 469 |   |
| Equipment finance leases                                                         |       | 329                                  |       | 862 |   |
| Consumer                                                                         |       | 671                                  |       | 649 |   |
| Agricultural                                                                     |       | 23,189                               |       | 3,181 |   |
| Total                                                                            |       | 27,084                               |       | 6,036 |   |
|                                                                             |       |                                 |       |   |   |
| Accruing loans and leases delinquent more than 90   days:                        |       |                                 |       |   |   |
| One- to four-family                                                              |       | 431                                  |       | — |   |
| Commercial real estate                                                           |       | 124                                  |       | 201 |   |
| Commercial business                                                              |       | 169                                  |       | 167 |   |
| Equipment finance leases                                                         |       | —                               |       | 334 |   |
| Consumer                                                                         |       | 28                                   |       | 22 |   |
| Agricultural                                                                     |       | 5,856                                |       | 1,472 |   |
| Total                                                                            |       | 6,608                                |       | 2,196 |   |
|                                                                             |       |                                 |       |   |   |
| Foreclosed assets:                                                               |       |                                 |       |   |   |
| One- to four-family                                                              |       | 615                                  |       | 212 |   |
| Equipment finance leases                                                         |       | 15                                   |       | 212 |   |
| Commercial business                                                              |       | 29                                   |       | 32 |   |
| Consumer                                                                         |       | 5                                    |       | 8 |   |
| Agricultural                                                                     |       | —                               |       | 482 |   |
| Total (1)                                                                        |       | 664                                  |       | 946 |   |
|                                                                             |       |                                 |       |   |   |
| Total nonperforming assets (2)                                                   |       | $                                    | 34,355     |   | $ | 9,178 |   |
|                                                                             |       |                                 |       |   |   |
| Ratio of nonperforming assets to total assets (3)                                |       | 2.85                                 | %          | 0.73 | % |
|                                                                             |       |                                 |       |   |   |
| Ratio of nonperforming loans and leases to total   loans and leases (4) (5) |       | 4.02                                 | %          | 0.94 | % |
|                                                                             |       |                                 |       |   |   |
| Accruing troubled debt restructures                                              |       | $                                    | 3,905      |   | $ | 4,000 |   |

 

----

(1)          Total foreclosed assets do not include land or other real estate owned held for sale.

(2)          Nonperforming assets include nonaccruing loans and leases, accruing loans and leases delinquent more than 90 days and foreclosed assets.

(3)          Percentage is calculated based upon total assets of the Company and its direct and indirect subsidiaries on a consolidated basis.

(4)          Nonperforming loans and leases include both nonaccruing and accruing loans and leases delinquent more than 90 days.

(5)          Total loans and leases exclude loans held for sale.

 

37

----

Table of Contents

 

The following table sets forth information with respect to activity in the Company’s allowance for loan and lease losses during the periods indicated.

 
| ** **                                                                                            | ** ** | **Nine Months Ended March 31,** | ** ** |
|-------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------|------------|
| ** **                                                                                            | ** ** | **2011**                                            | ** ** | **2010** | ** ** |
| ** **                                                                                            | ** ** | **(Dollars in Thousands)**                | ** ** |
|                                                                                                  |       |                                                |       |   |   |
| Balance at beginning of period                                                                        |       | $                                                   | 9,575      |   | $ | 8,470 |   |
| Charge-offs:                                                                                          |       |                                                |       |   |   |
| One- to four-family                                                                                   |       | (15                                                 | )          | (108 | ) |
| Commercial real estate                                                                                |       | (64                                                 | )          | (11 | ) |
| Commercial business                                                                                   |       | (407                                                | )          | (319 | ) |
| Equipment finance leases                                                                              |       | (169                                                | )          | (263 | ) |
| Consumer                                                                                              |       | (932                                                | )          | (704 | ) |
| Agricultural                                                                                          |       | (1,231                                              | )          | (11 | ) |
| Total charge-offs                                                                                     |       | (2,818                                              | )          | (1,416 | ) |
|                                                                                                  |       |                                                |       |   |   |
| Recoveries:                                                                                           |       |                                                |       |   |   |
| One- to four-family                                                                                   |       | 1                                                   |       | 4 |   |
| Commercial business                                                                                   |       | 15                                                  |       | — |   |
| Equipment finance leases                                                                              |       | —                                              |       | 5 |   |
| Consumer                                                                                              |       | 138                                                 |       | 124 |   |
| Total recoveries                                                                                      |       | 154                                                 |       | 133 |   |
|                                                                                                  |       |                                                |       |   |   |
| Net recoveries (charge-offs)                                                                          |       | (2,664                                              | )          | (1,283 | ) |
|                                                                                                  |       |                                                |       |   |   |
| Additions charged to operations                                                                       |       | 6,584                                               |       | 1,748 |   |
|                                                                                                  |       |                                                |       |   |   |
| Balance at end of period                                                                              |       | $                                                   | 13,495     |   | $ | 8,935 |   |
|                                                                                                  |       |                                                |       |   |   |
| Ratio of allowance for loan and lease losses to total   loans and leases at end of period (1)    |       | 1.61                                                | %          | 1.05 | % |
|                                                                                                  |       |                                                |       |   |   |
| Ratio of allowance for loan and lease losses to nonperforming   loans and leases at end of period (2) |       | 40.05                                               | %          | 56.47 | % |
|                                                                                                  |       |                                                |       |   |   |
| Ratio of net charge offs to average loans and   leases for the year-to-date period (3)                |       | 0.40                                                | %          | 0.20 | % |

 

----

(1)          Total loans and leases exclude loans held for sale.

(2)          Nonperforming loans and leases include both nonaccruing and accruing loans and leases delinquent more than 90 days.

(3)          Percentages for the nine months ended March 31, 2011 and March 31, 2010 have been annualized.

 

38

----

Table of Contents

 

The distribution of the Company’s allowance for loan and lease losses and impaired loss summary as required by ASC Topic 310 (FASB Statement No. 114), “Accounting by Creditors for Impairment of a Loan” are summarized in the following tables.  The combination of ASC Topic 450 (FASB Statement No. 5) “Accounting for Contingencies” and FASB Statement No. 114 calculations comprise the Company’s allowance for loan and lease losses.

 
| ** **               | ** ** | **FAS 5**                       | ** ** | **FAS 114**            | ** ** | **FAS 5**             | ** ** | **FAS 114**       | ** ** |
|--------------------------|------------|--------------------------------------|------------|-----------------------------|------------|----------------------------|------------|------------------------|------------|
| ** **               | ** ** | **Allowance**                        | ** ** | **Impaired Loan**      | ** ** | **Allowance**              | ** ** | **Impaired Loan** | ** ** |
| ** **               | ** ** | **for Loan and**           | ** ** | **Valuation**               | ** ** | **for Loan and** | ** ** | **Valuation**          | ** ** |
| ** **               | ** ** | **Lease Losses**                | ** ** | **Allowance**               | ** ** | **Lease Losses**      | ** ** | **Allowance**          | ** ** |
| **Loan Type**       | ** ** | **March 31, 2011**         | ** ** | **June 30, 2010** | ** ** |
| ** **               | ** ** | **(Dollars in Thousands)** | ** ** |
|                     |       |                                 |       |                        |       |                       |       |                   |       |
| One- to four-family      |       | $                                    | 238        |                        | $          | —                     |       | $                      | 216        |   | $ | — |   |
| Commercial real estate   |       | 1,488                                |       | 15                          |       | 1,614                      |       | 165                    |       |
| Multi-family real estate |       | 96                                   |       | —                      |       | 105                        |       | —                 |       |
| Commercial business      |       | 1,255                                |       | 219                         |       | 1,923                      |       | 67                     |       |
| Equipment finance leases |       | 451                                  |       | —                      |       | 579                        |       | —                 |       |
| Consumer                 |       | 1,694                                |       | —                      |       | 1,273                      |       | —                 |       |
| Agricultural             |       | 3,470                                |       | 4,569                       |       | 3,540                      |       | 93                     |       |
| Total                    |       | $                                    | 8,692      |                        | $          | 4,803                      |       | $                      | 9,250      |   | $ | 325 |   |

 

**FAS 114 Impaired Loan Summary**

** **
| ** **             | ** ** | ** **                           | ** ** | ** **                  | ** ** | **Impaired**  | ** ** | ** **       | ** ** | ** **  | ** ** | **Impaired**  | ** ** |
|------------------------|------------|--------------------------------------|------------|-----------------------------|------------|---------------|------------|------------------|------------|-------------|------------|---------------|------------|
| ** **             | ** ** | **Number**                           | ** ** | ** **                  | ** ** | **Loan**      | ** ** | **Number**       | ** ** | ** **  | ** ** | **Loan**      | ** ** |
| ** **             | ** ** | **of Loan**                     | ** ** | **Loan**                    | ** ** | **Valuation** | ** ** | **of Loan** | ** ** | **Loan**    | ** ** | **Valuation** | ** ** |
| ** **             | ** ** | **Customers**                        | ** ** | **Balance**                 | ** ** | **Allowance** | ** ** | **Customers**    | ** ** | **Balance** | ** ** | **Allowance** | ** ** |
| **Loan Type**     | ** ** | **March 31, 2011**         | ** ** | **June 30, 2010** | ** ** |
| ** **             | ** ** | **(Dollars in Thousands)** | ** ** |
|                   |       |                                 |       |                        |       |          |       |             |       |        |       |          |       |
| Commercial real estate |       | 5                                    |       | $                           | 980        |          | 15         |             | 4          |        | 731        |          | 165        |   |
| Commercial business    |       | 7                                    |       | 718                         |       | 219           |       | 5                |       | 362         |       | 67            |       |
| Agricultural           |       | 20                                   |       | 26,728                      |       | 4,569         |       | 5                |       | 7,728       |       | 93            |       |
| Total                  |       | 32                                   |       | $                           | 28,426     |          | $          | 4,803            |       | 14          |       | $             | 8,821      |   | $ | 325 |   |
|                        |            |                                      |            |                             |            |               |            |                  |            |             |            |               |            |  |  |  |  |

 

The allowance for loan and lease losses was $13.5 million at March 31, 2011, as compared to $8.9 million at March 31, 2010.  The ratio of the allowance for loan and lease losses to total loans and leases was 1.61% at March 31, 2011, compared to 1.05% at March 31, 2010.  The Company’s management has considered nonperforming loans and leases and potential problem loans and leases in establishing the allowance for loan and lease losses.  The Company continues to monitor its allowance for probable loan and lease losses and make future additions or reductions in light of the level of loans and leases in its portfolio and as economic conditions dictate.  The current level of the allowance for loan and lease losses is a result of management’s assessment of the risks within the portfolio based on the information revealed in credit reporting processes. The Company utilizes a risk-rating system on all commercial business, agricultural, construction and multi-family and commercial real estate loans, including purchased loans and leases.  A periodic credit review is performed on all types of loans and leases to establish the necessary reserve based on the estimated risk within the portfolio. This assessment of risk takes into account the composition of the loan and lease portfolio, historical loss experience for each loan and lease category, previous loan and lease experience, concentrations of credit, current economic conditions and other factors that in management’s judgment deserve recognition.

 

Real estate properties acquired through foreclosure are recorded at the lower of cost or fair value (less a deduction for disposition costs).  Valuations are periodically updated by management and a specific provision for losses on such properties is established by a charge to operations if the carrying values of the properties exceed their estimated net realizable

 

39

----

Table of Contents

 

values.

 

Although management believes it uses the best information available to determine the allowances, unforeseen market conditions could result in adjustments and net earnings being significantly affected if circumstances differ substantially from the assumptions used in making the final determinations.  Future additions to the Company’s allowances may result from periodic loan, property or collateral reviews which cannot be predicted in advance.

 

**Comparison of the Three Months Ended March 31, 2011 and March 31, 2010**

 

*General*.  The Company’s net income was $459,000, or $0.07 in basic and diluted earnings per common share for the three months ended March 31, 2011, as compared to net income of $1.8 million, or $0.26 in basic and diluted earnings per common share for the same period in the prior fiscal year.  For the third quarter of fiscal 2011, the return on average equity and the return on average assets was 1.96% and 0.15%, respectively, compared to 7.84% and 0.60%, respectively, for the same period in the prior fiscal year.

 

*Interest, Dividend and Loan Fee Income.*  Interest, dividend and loan fee income was $13.2 million for the three months ended March 31, 2011, as compared to $14.1 million for the same period in the prior fiscal year, a decrease of $943,000 or 6.7%.  This decrease was primarily the result of an increase in variable-rate and the reduction in fixed-rate agency residential mortgage backed securities within our investment securities.  Loans and leases receivable had an average yield of 5.60% for the three months ended March 31, 2011, which is 17 basis points less than the average yield of 5.77% for the three months ended March 31, 2010.  Investment securities had a decline in average yield of 90 basis points when comparing the third quarter of fiscal 2011 against the same period of the prior year.  The average balance for loans and leases receivables for the third quarter of fiscal 2011 decreased $3.9 million, or 0.5% to $852.5 million when compared to the average balance of the third quarter of fiscal 2010.  The average balance of investment securities increased $3.5 million, or 1.3% to $262.8 million for the third quarter of fiscal 2011, when compared to the average balance of the same quarter of the prior fiscal year.  The revenue decrease attributable to the overall declining yield for interest-earning assets was $902,000, and the revenue decrease attributed to the decrease in average interest-earning assets balances of $41,000.

 

*Interest Expense.*  Interest expense was $4.1 million for the three months ended March 31, 2011, as compared to $4.8 million for the same period in the prior fiscal year, a decrease of $636,000 or 13.3%.  A $544,000 decrease in interest expense was the result of a decrease in the average rate paid of 1.17% on interest-bearing deposits for the three months ended March 31, 2011, compared to an average rate paid of 1.54% for the three months ended March 31, 2010.  The average balance of interest-bearing deposits increased by $45.3 million, or 6.1%, due in part to the increase in savings and checking deposits of $59.2 million and partially offset by a decrease in certificates of deposit average balances of $13.9 million.  This resulted in a net savings in interest expense of $2,000 due to the change in the volume of deposits for the three months ended March 31, 2011, as compared to the same period of fiscal 2010.  The net effect of interest-bearing deposits on interest expense due to rate and volume was a decrease of $546,000 for the third quarter of fiscal 2011 as compared to the third quarter of 2010.  FHLB advances and other borrowings decreased by $49.5 million, or 23.0% for the three month period ended March 31, 2011, as compared to the three month period ended March 31, 2010, while the rate increased to 3.43% from 2.80% for the respective quarters.  The resulting decrease in volume and increase in rate accounted for an overall decrease in interest expense of $87,000.  The average rate paid on total interest-bearing liabilities, which include interest-bearing deposits and liabilities, was 1.71% for the three months ended March 31, 2011 as compared to 1.96% for the same period in fiscal 2010.

 

*Net Interest Income.* The Company’s net interest income for the three months ended March 31, 2011, decreased $307,000 or 3.3%, to $9.0 million compared to $9.4 million for the same period in the prior fiscal year.  The net effect of the reduction of rates earned for interest-earning assets in excess of the reduction of rates paid for interest-bearing liabilities resulted in a net decrease in net interest income of $611,000.  This was partially offset by the net decrease in volumes of interest-bearing liabilities in excess of decreased volumes of interest-earning assets which resulted in a net increase in net interest income of $304,000.  The Company’s Net Interest Margin, TE was 3.31% for the three months ended March 31, 2011, as compared to 3.42% for the three months ended March 31, 2010.  Net Interest Margin, TE is a non-GAAP financial measure.  See “Analysis of Net Interest Income” for a calculation of this non-GAAP financial measure and for further discussion as to the reasons we believe this non-GAAP financial measure is useful.

 

*Provision for Losses on Loans and Leases.*The allowance for loan and lease losses is maintained at a level which is considered by management to be adequate to absorb probable losses on existing loans and leases that may become uncollectible, based on an evaluation of the collectability of loans and leases and prior loan and lease loss

 

40

----

Table of Contents

 

experience.  The evaluation takes into consideration such factors as changes in the nature and volume of the loan and lease portfolio, overall portfolio quality, review of specific problem loans and leases, and current economic conditions that may affect the borrower’s ability to pay.  The allowance for loan and lease losses is established through a provision for losses on loans and leases charged to expense.

 

During the three months ended March 31, 2011, the Company recorded a provision for losses on loans and leases of $1.9 million compared to $981,000 for the three months ended March 31, 2010.  See “Asset Quality and Potentially Problem Loans and Leases” for further discussion.

 

*Noninterest Income.*  Noninterest income was $2.6 million for the quarter ended March 31, 2011, compared to $2.8 million for the quarter ended March 31, 2010, a decrease of $236,000.  This decrease is due primarily to an increase in net impairment losses recognized in earnings of $345,000 and a decrease in loan servicing income of $221,000.  Net gain on sale of loans and fees on deposits increased $255,000 and $106,000, respectively, which partially offset the decreases of noninterest income.

 

There was $549,000 of net impairment credit losses recognized in earnings for the quarter ended March 31, 2011, compared to net impairment credit losses of $204,000 recognized in earnings for the third quarter of fiscal 2010.  Loan servicing income decreased by $221,000, to $306,000 when comparing the third quarter of fiscal 2010 to fiscal 2011.  The amortization related to servicing income for the third quarter of fiscal 2011 was $230,000 greater than the amount of amortization in the third quarter of fiscal 2010.  Amortization expense related to the servicing income increased from $384,000 to $495,000 in the first two quarters of fiscal 2011, and to $583,000 in the third quarter of fiscal 2011.  This compares to $353,000 of amortization expense recorded in the third quarter of fiscal 2010.  Prepayment speeds evidenced within the portfolio increased during this time, which resulted in the increase in amortization.  Net gain on the sale of securities totaled $132,000, a decrease of $97,000 for the three months ended March 31, 2011, as compared to the same period in fiscal 2010.  Net gain on sale of loans increased $255,000, primarily due to an increase in mortgage loan activity and the related loan sales when comparing the quarter-over-quarter activity.  Fees on deposits increased by $106,000 to $1.4 million for the quarter ended March 31, 2011, compared to $1.3 million for the quarter ended March 31, 2010, primarily due to a $113,000 net increase in income from point-of-sale purchases by customers and ATM service fees.

 

*Noninterest Expense.*  Noninterest expense was $9.1 million for the three months ended March 31, 2011 as compared to $8.5 million for the three months ended March 31, 2010, an increase of $566,000, or 6.6%.  The primary factors in the overall increase were increases in compensation and employee benefits of $322,000, FDIC insurance of $146,000, and professional fees of $161,000.

 

Compensation and employee benefits were $5.4 million for the three months ended March 31, 2011, an increase of $322,000 or 6.3% when compared to the three months ended March 31, 2010.  Employee compensation increased $222,000, or 6.4% when compared to the prior year’s quarter due to annual salary increases and increased staffing needs.  Performance-based incentives and commissions for sales staff increased $55,000 due to an increase in performance outcomes for the third quarter of fiscal 2011 as compared to the prior year’s quarter.  Net healthcare costs, which are included in the total for compensation and employee benefits, decreased $35,000, or 7.2% to $451,000 when comparing the three month period ended March 31, 2011 to the same quarter in the prior year.  Healthcare utilization fluctuates from quarter to quarter, but the amount incurred for the current quarter is similar to the budgeted amount.  Management currently believes the self-insured structure is a reasonable alternative to traditional healthcare plans over the long term.  The level of healthcare costs which the Company incurs may vary from year to year.

 

Professional fees increased $161,000 to $499,000 for the third quarter of fiscal 2011 when compared to the three month period ended March 31, 2010.  This was due primarily to the engagement of governance-related services by the Board of Directors and reflected in legal fee increases.

 

*Income Tax Expense.*  The Company’s income tax expense for the three months ended March 31, 2011 was $123,000 compared to $868,000 for the same period in the prior fiscal year.  The effective tax rate was 21.1% and 32.6% for the three months ended March 31, 2011 and 2010, respectively.  The amount of permanent tax difference as a net deduction was a higher percentage to income before income taxes in the three month period ended March 31, 2011, which reduced the overall effective tax rate from the Company’s anticipated amount of 34%.

 

41

----

Table of Contents

 

**Comparison of the Nine Months Ended March 31, 2011 and March 31, 2010**

 

*General*.  The Company’s net income was $2.7 million, or $0.39 in basic and diluted earnings per common share for the nine months ended March 31, 2011, as compared to net income of $4.6 million, or $0.86 in basic and diluted earnings per common share for the same period in the prior fiscal year.  For the first nine months of fiscal 2011, the return on average equity and the return on average assets was 3.80% and 0.29%, respectively, compared to 7.55% and 0.52%, respectively, for the same period in the prior fiscal year.

 

*Interest, Dividend and Loan Fee Income.*  Interest, dividend and loan fee income was $41.4 million for the nine months ended March 31, 2011, as compared to $43.1 million for the same period in the prior fiscal year, a decrease of $1.7 million or 4.0%.  This decrease was primarily the result of an increase in variable-rate and the reduction in fixed-rate agency residential mortgage backed securities within our investment securities.  Loans and leases receivable had an average yield of 5.62% for the nine months ended March 31, 2011, which is 15 basis points less than the average yield of 5.77% for the nine months ended March 31, 2010.  Investment securities had a decline in average yield of 131 basis points when comparing the first nine months of fiscal 2011 against the same period of the prior year.  The average balance for loans and leases receivable was $877.2 million for the first nine months of fiscal 2011, which is an increase of $25.0 million, or 2.9% when compared to the average balance of the first nine months of fiscal 2010.  The average balance of investment securities increased $28.1 million, or 11.9% to $263.2 million for the nine month period ended March 31, 2011, when compared to the same period of the prior fiscal year.  The revenue decrease attributed to the overall declining yield for interest-earning assets was $3.5 million, which was partially offset by the revenue increase attributed from the larger average interest-earning asset balances of $1.8 million.

 

*Interest Expense.*  Interest expense was $13.1 million for the nine months ended March 31, 2011, compared to $16.1 million for the same period in the prior fiscal year, a decrease of $3.1 million or 19.0%.  A $2.4 million decrease in interest expense was the result of a decrease in the average rate paid of 1.24% on interest-bearing deposits for the nine months ended March 31, 2011, compared to an average rate paid of 1.76% for the nine months ended March 31, 2010.  Although the average deposit balances increased by $48.8 million, or 6.6% when compared to the same period in the prior year, the effect on interest expense was minimal.  During the nine months of fiscal 2011, the average balance of the lower interest-paying deposits increased by $58.0 million, while the average balance of the certificates decreased by $9.2 million, resulting in the increase of $49,000 to interest expense when compared to the same period of fiscal 2010.  The net effect of interest-bearing deposits on interest expense due to rate and volume was a decrease of $2.4 million when compared to the nine months ended March 31, 2010.  The average balance of FHLB advances and other borrowings decreased by $16.4 million when comparing the year-over-year average balances for March 31, 2011, and the average rate decreased to 3.09% for the nine month period ended March 31, 2011 from 3.30% for the same period of the prior year.   The resulting reduction in volume and rate decreased interest expense by $708,000 attributable to FHLB advances and other borrowings.  The average rate paid on total interest-bearing liabilities was 1.74% for the nine months ended March 31, 2011 as compared to 2.22% for the same period in fiscal 2010.

 

*Net Interest Income.* The Company’s net interest income for the nine months ended March 31, 2011, increased $1.4 million or 5.0%, to $28.3 million compared to $27.0 million for the same period in the prior fiscal year.  The net increase in volumes of interest-earning assets in excess of increased volumes of interest-bearing liabilities resulted in a net increase in net interest income of $2.1 million.  This was partially offset by the net effect of the reduction of rates earned for interest-earning assets in excess of the reduction of rates paid for interest-bearing liabilities and resulted in a net decrease in net interest income of $799,000.  The Company’s Net Interest Margin, TE was 3.32% for the nine months ended March 31, 2011, as compared to 3.32% for the nine months ended March 31, 2010.  Net Interest Margin, TE is a non-GAAP financial measure.  See “Analysis of Net Interest Income” for a calculation of this non-GAAP financial measure and for further discussion as to the reasons we believe this non-GAAP financial measure is useful.

 

*Provision for Losses on Loans and Leases.*The allowance for loan and lease losses is maintained at a level which is considered by management to be adequate to absorb probable losses on existing loans and leases that may become uncollectible, based on an evaluation of the collectability of loans and leases and prior loan and lease loss experience.  The evaluation takes into consideration such factors as changes in the nature and volume of the loan and lease portfolio, overall portfolio quality, review of specific problem loans and leases, and current economic conditions that may affect the borrower’s ability to pay.  The allowance for loan and lease losses is established through a provision for losses on loans and leases charged to expense.  During the nine months ended March 31, 2011, the Company recorded 

 

42

----

Table of Contents

 

a provision for losses on loans and leases of $6.6 million compared to $1.7 million for the nine months ended March 31, 2010.  See “Asset Quality and Potentially Problem Loans and Leases” for further discussion.

 

*Noninterest Income.*  Noninterest income was $10.2 million for the first three quarters of fiscal 2011, compared to $7.8 million for the same period of the prior year, an increase of $2.4 million.  This increase is due primarily to a decrease in net impairment credit losses recognized in earnings of $1.9 million and an increase in net gain on sale of loans of $1.1 million.  Fees on deposits increased by $456,000 and added to the increase over the prior year’s amount.  Net gain on the sale of securities and loan servicing income decreased by $742,000 and $281,000, respectively, which partially offset the increase in noninterest income when comparing the two periods.

 

There were $549,000 of net impairment credit losses recognized in earnings for the nine months ended March 31, 2011, compared to net impairment credit losses of $2.4 million recognized in earnings for the same period of fiscal 2010.  Net gain on sale of loans increased $1.1 million, primarily due to an increase in mortgage loan activity and the related loan sales when comparing the year-over-year activity.  Fees on deposits increased by $456,000 to $4.6 million for the nine months ended March 31, 2011, compared to $4.1 million for the nine months ended March 31, 2010, primarily due to a $194,000 increase in net fees from service charges and insufficient funds and depositor overdraft fees, and a $262,000 net increase in income from point-of-sale purchases by customers and ATM service fees.  Net gain on the sale of securities totaled $623,000, a decrease of $742,000 for the nine months ended March 31, 2011, as compared to the same period in fiscal 2010.  Loan servicing income decreased $281,000 from $1.5 million to $1.2 million when comparing the first nine months of fiscal 2010 to fiscal 2011.  Amortization expense related to the servicing rights increased $263,000 to $1.5 million due to increased prepayment speeds experienced in the loan servicing portfolio.

 

*Noninterest Expense.*  Noninterest expense was $28.2 million for the nine months ended March 31, 2011 as compared to $26.3 million for the nine months ended March 31, 2010, an increase of $1.9 million, or 7.3%.  Compensation and employee benefits and professional fees increased $1.1 million, and $388,000, respectively, and were the primary factors in the overall increase.

 

Compensation and employee benefits were $16.5 million for the nine months ended March 31, 2011, an increase of $1.1 million or 7.1% when compared to the nine months ended March 31, 2010.  Employee compensation increased $739,000, or 7.0% when compared to the prior year’s first nine months due to annual salary raises and increased staffing needs for local and new market expansion.  Performance-based incentives and commissions for sales staff increased $263,000 due to an increase in performance outcomes for the first three quarters of fiscal 2011 as compared to the prior year’s first nine months.  Net healthcare costs, which are included in the total for compensation and employee benefits, had a minimal decrease of only $24,000 when comparing the nine month period ended March 31, 2011 to the same quarter in the prior year.  Management currently believes the self-insured structure is a reasonable alternative to traditional healthcare plans over the long term.  The level of healthcare costs which the Company incurs may vary from year to year.

 

Professional fees increased by $388,000, to $1.7 million for the first nine months of fiscal 2011, when compared to the same period of the prior fiscal year.  This increase was due primarily to the engagement of governance-related services by the Board of Directors and reflected in legal fee increases.

 

*Income Tax Expense.*  The Company’s income tax expense for the nine months ended March 31, 2011 decreased by $1.0 million to $1.1 million when compared to the same period in the prior fiscal year.  The effective tax rate was 28.6% and 31.5% for the nine months ended March 31, 2011 and 2010, respectively.  The amount of permanent tax difference as a net deduction was a higher percentage to income before income taxes in the nine month periods ended March 31, 2011 and 2010, which reduced the overall effective tax rate from the Company’s anticipated amount of 34%.

 

**Liquidity and Capital Resources**

 

The Bank’s primary sources of funds are earnings, in-market deposits, FHLB advances and other borrowings, repayments of loan principal, agency residential mortgage-backed securities and callable agency securities and, to a lesser extent, sales of mortgage loans, sales and maturities of securities, out-of-market deposits and short-term investments.  While scheduled loan payments and maturing securities are relatively predictable, deposit flows and loan and security prepayments are more influenced by interest rates, general economic conditions and competition. The Bank attempts to price its deposits to meet its asset/liability objectives consistent with local market conditions.  Excess balances are invested in overnight funds.

 

43

----

 

 

Table of Contents

 

Liquidity management is both a daily and long-term responsibility of management.  The Bank adjusts its investments in liquid assets based upon management’s assessment of (i) expected loan demand, (ii) projected loan sales, (iii) expected deposit flows, (iv) yields available on interest-bearing deposits, and (v) the objectives of its asset/liability management program.  Excess liquidity is invested generally in interest-bearing overnight deposits and other short-term government and agency obligations.

 

Although in-market deposits is one of the Bank’s primary source of funds, the Bank’s policy has been to utilize borrowings where the funds can be invested in either loans or securities at a positive rate of return or to use the funds for short-term liquidity purposes. As of March 31, 2011, the Bank had the following sources of additional borrowings:

 

·                  $15.0 million in an uncommitted, unsecured line of federal funds with First Tennessee Bank, NA;

 

·                  $20.0 million in an uncommitted, unsecured line of federal funds with Zions Bank;

 

·                  $63.5 million of available credit from the Federal Reserve Bank; and

 

·                  $103.0 million of available credit from FHLB of Des Moines (after deducting outstanding borrowings with FHLB of Des Moines).

 

The Bank may also seek other sources of contingent liquidity including additional federal funds purchased lines with correspondent banks and lines of credit with the Federal Reserve Bank. There were no funds drawn on the uncommitted, unsecured lines of federal funds with First Tennessee Bank, NA and Zions Bank at March 31, 2011. The Bank, as a member of the FHLB of Des Moines, is required to acquire and hold shares of capital stock in the FHLB of Des Moines equal to 0.12% of the total assets of the Bank at December 31 annually. The Bank is also required to own activity-based stock, which is based on 4.45% of the Bank’s outstanding advances. These percentages are subject to change at the discretion of the FHLB Board of Directors.

 

The Company has a line of credit for $4.0 million with United Bankers’ Bank for liquidity needs, which was renewed and amended on October 1, 2010 to reduce the line of credit from $6.0 million to $4.0 million.  At March 31, 2011, there are no outstanding advances under this Loan Agreement and the note has a maturity of October 1, 2011.  In connection with entering into the Loan Agreement, the Company also entered into a Commercial Pledge Agreement with the Lender, granting the Lender a first security interest in 100% of the stock of the Bank.  The Loan Agreement contains customary events of default and affirmative covenants with which the Company and Bank were in compliance at March 31, 2011.

 

In addition to the above sources of additional borrowings, the Bank has implemented arrangements to acquire out-of-market certificates of deposit as an additional source of funding. As of March 31, 2011, the Bank had $17.6 million in out-of-market certificates of deposit.

 

The Bank anticipates that it will have sufficient funds available to meet current loan commitments. At March 31, 2011, the Bank had outstanding commitments to originate and purchase mortgage and commercial loans of $20.4 million and to sell mortgage loans of $11.4 million. Commitments by the Bank to originate loans are not necessarily executed by the customer. The Bank monitors the ratio of commitments to funding for use in liquidity management. At March 31, 2011, the Bank had outstanding commitments to purchase $260,000 of investment securities available for sale.

 

The Company uses its capital resources to pay dividends to its stockholders, to support organic growth, to make acquisitions, to service its debt obligations and to provide funding for investment into the Bank of Tier 1 (core) capital.

 

Savings institutions insured by the Federal Deposit Insurance Corporation are required by the Financial Institutions Reform, Recovery and Enforcement Act of 1989 to meet three regulatory capital requirements.  If a requirement is not met, regulatory authorities may take legal or administrative actions, including restrictions on growth or operations or, in extreme cases, seizure.  Institutions not in compliance may apply for an exemption from the requirements and submit a recapitalization plan.  At March 31, 2011, the Bank met all current regulatory capital requirements.

 

44

----

Table of Contents

 

The minimum OTS Tier 1 (core) capital requirement for well-capitalized institutions is 5.00% of total adjusted assets for thrifts.  The Bank had Tier 1 (core) capital of 9.39% at March 31, 2011.  The minimum OTS total risk-based capital requirement for well-capitalized institutions is 10.00% of risk-weighted assets.  The Bank had total risk-based capital of 12.60% at March 31, 2011.

 

**Impact of Inflation and Changing Prices**

 

The unaudited consolidated financial statements and notes thereto presented in this Quarterly Report on Form 10-Q have been prepared in accordance with GAAP, which require the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time due to inflation.  The impact of inflation is reflected in the increased cost of the Bank’s operations.  Unlike most industrial companies, nearly all the assets and liabilities of the Bank are monetary in nature.  As a result, interest rates have a greater impact on the Bank’s performance than do the effects of general levels of inflation.  Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

 

**Recent Accounting Pronouncements**

 

In January 2011, FASB issued ASU 2011-01, “Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20” (ASC Topic 310). This guidance modified the effective date of compliance with disclosure requirements related to trouble debt restructure reporting previously indicated in ASU 2010-20.  The new effective date for disclosing the required troubled debt restructuring information is for interim and annual periods ending after June 15, 2011.  The Company does not expect the adoption to have a material effect on the Company’s consolidated financial condition, results of operations or cash flow.

 

In April 2011, FASB issued ASU 2011-02, “A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring” (ASC Topic 310).  This update was needed to provide more guidelines for the implementation of the troubled debt restructuring reporting under ASU 2010-20 and extended under ASU 2011-01 to be effective for interim and annual periods ending after June 15, 2011.  This guidance helps to determine whether a creditor has granted a concession and whether a debtor is experiencing financial difficulties for purposes of determining whether a restructuring constitutes a troubled debt restructuring under ASU 2010-20.  This guidance will be used in future disclosures related to ASC Topic 310.

 

Since February 13, 2011, the date of our previously filed quarterly report, the FASB issued ASU No. 2011-02 and ASU No. 2011-03.  ASU 2011-03 is not applicable to the Company.

 

**Item 3.   *Quantitative and Qualitative Disclosures About Market Risk***

 

**Interest Rate Risk Management**

 

The Company’s net income is largely dependent on its net interest income.  Net interest income is susceptible to interest rate risk to the degree that interest-bearing liabilities with short- and medium-term maturities mature or reprice more rapidly than its interest-earning assets.  When interest-bearing liabilities mature or reprice more quickly than interest-earning assets in a given period, a significant increase in market rates of interest could adversely affect net interest income.  Similarly, when interest-earning assets mature or reprice more quickly than interest-bearing liabilities, falling interest rates could result in a decrease in net income.

 

In an attempt to manage its exposure to change in interest rates, management monitors the Company’s interest rate risk.  The Company’s Asset/Liability Committee meets periodically to review the Company’s interest rate risk position and profitability, and to recommend adjustments for consideration by executive management.  Management also reviews the Bank’s securities portfolio, formulates investment strategies, and oversees the timing and implementation of transactions to assure attainment of the Board’s objectives in the most effective manner.  In managing market risk and the asset/liability mix, the Bank has placed its emphasis on developing a portfolio in which, to the extent practicable, assets and liabilities reprice within similar periods.  Notwithstanding the Company’s interest rate risk management activities, the potential for changing interest rates is an uncertainty which may have an adverse effect on net income.

 

45

----

Table of Contents

 

The Company adjusts its asset/liability position to mitigate the Company’s interest rate risk.  At times, depending on the level of general interest rates, the relationship between long- and short-term interest rates, market conditions and competitive factors, management may increase the Company’s interest rate risk position in order to increase its net interest margin.  The Company’s results of operations and net portfolio values remain vulnerable to increases in interest rates and to fluctuations in the difference between long- and short-term interest rates.

 

As set forth below, the volatility of a rate change, the change in asset or liability mix of the Company or other factors may produce a decrease in net interest margin in an upward moving rate environment even as the net portfolio value (“NPV”) estimate indicates an increase in net value.  The inverse situation may also occur.  One approach used by the Company to quantify interest rate risk is an NPV analysis.  This analysis calculates the difference between the present value of the liabilities and the present value of expected cash flows from assets and off-balance sheet contracts.  The following tables set forth, at March 31, 2011 and 2010, respectively, an analysis of the Company’s interest rate risk as measured by the estimated changes in NPV resulting from instantaneous and sustained parallel shifts in the yield curve.  Management does not believe that the Company has experienced any material changes in its market risk position from that disclosed in the Company’s Annual Report on Form 10-K for fiscal 2010 or that the Company’s primary market risk exposures and how those exposures were managed during the nine months ended March 31, 2011 changed significantly when compared to June 30, 2010.

 

Even if interest rates change in the designated amounts, there can be no assurance that the Company’s assets and liabilities would perform as set forth below.  In addition, a change in U.S. Treasury rates in the designated amounts accompanied by a change in the shape of the Treasury yield curve would cause significantly different changes to the NPV than indicated below.

 
| **March 31, 2011** | ** ** |
|------------------------------|------------|
| ** **                   | ** ** | ** ** | ** ** | **Estimated Increase** | ** ** |
| **Change in**           | ** ** | **Estimated** | ** ** | **(Decrease) in NPV** | ** ** |
| **Interest Rates**      | ** ** | **NPV Amount** | ** ** | **Amount** | ** ** | **Percent** | ** ** |
| **Basis Points**        | ** ** | **(Dollars in Thousands)** | ** ** | ** ** | ** ** |
|                         |       |   |   |   |   |   |   |
| +300                         |       | $ | 151,553 |   | $ | 11,697 |   | 8 | % |
| +200                         |       | 150,030 |   | 10,174 |   | 7 |   |
| +100                         |       | 145,913 |   | 6,057 |   | 4 |   |
| ––                 |       | 139,856 |   | –– |   | –– |   |
| -100                         |       | 127,430 |   | (12,426 | ) | (9 | ) |
|                              |            |  |  |  |  |  |  |  |  |

 
| **March 31, 2010** | ** ** |
|------------------------------|------------|
| ** **                   | ** ** | ** ** | ** ** | **Estimated Increase** | ** ** |
| **Change in**           | ** ** | **Estimated** | ** ** | **(Decrease) in NPV** | ** ** |
| **Interest Rates**      | ** ** | **NPV Amount** | ** ** | **Amount** | ** ** | **Percent** | ** ** |
| **Basis Points**        | ** ** | **(Dollars in Thousands)** | ** ** | ** ** | ** ** |
|                         |       |   |   |   |   |   |   |
| +300                         |       | $ | 120,720 |   | $ | 7,216 |   | 6 | % |
| +200                         |       | 120,421 |   | 6,917 |   | 6 |   |
| +100                         |       | 118,279 |   | 4,775 |   | 4 |   |
| ––                 |       | 113,504 |   | –– |   | –– |   |
| -100                         |       | 101,355 |   | (12,149 | ) | (11 | ) |
|                              |            |  |  |  |  |  |  |  |  |

 

In managing market risk and the asset/liability mix, the Bank has placed an emphasis on developing a portfolio in which, to the extent practicable, assets and liabilities reprice within similar periods.  The goal of this policy is to provide a relatively consistent level of net interest income in varying interest rate cycles and to minimize the potential for significant fluctuations from period to period.

 

**Item 4.  *Controls and Procedures***

 

As of March 31, 2011, an evaluation was performed by the Company’s management, including the Company’s Chairman, President and Chief Executive Officer and the Company’s Senior Vice President, Chief Financial Officer and

 

46

----

Table of Contents

 

Treasurer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) to provide reasonable assurance that information required to be disclosed in the reports the Company files and submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Based upon that evaluation, the Company’s Chairman, President and Chief Executive Officer and the Company’s Senior Vice President, Chief Financial Officer and Treasurer concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2011.  There were no changes in the Company’s internal control over financial reporting that occurred during the third quarter ended March 31, 2011, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

**PART II - OTHER INFORMATION**

 

**Item 1.  *Legal Proceedings***

 

The Company, the Bank and each of their subsidiaries are, from time to time, involved as plaintiff or defendant in various legal actions arising in the normal course of their businesses.  While the ultimate outcome of any such proceedings cannot be predicted with certainty, it is generally the opinion of management, after consultation with counsel representing the Bank and the Company in any such proceedings, the resolution of any such proceedings should not have a material effect on the Company’s consolidated financial position or results of operations.  The Company, the Bank and each of their subsidiaries are not aware of any legal actions or other proceedings contemplated by governmental authorities outside of the normal course of business.

 

**Item 1A.  *Risk Factors***

 

The discussion of our business and operations should be read together with the risk factors contained in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2010, which describe various risks and uncertainties to which we are or may become subject.  These risks and uncertainties have the potential to affect our business, financial condition, results of operations, cash flows, strategies or prospects in a material and adverse manner.  There have been no material changes to the risk factors set forth in the above-referenced filing as of March 31, 2011.

 

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

 

None.

 

**Item 3.  *Defaults upon Senior Securities***

 

None.

 

**Item 4.  *[Removed and Reserved]***

 

**Item 5.  *Other Information***

 

None.

 

**Item 6.  *Exhibits***

 

See “Exhibit Index.”

 

47

----

Table of Contents

 

**SIGNATURES**

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 
|   |                |   |   | HF Financial Corp.                                                               |   |
|--------|---------------------|--------|--------|----------------------------------------------------------------------------------|--------|
|   |                |   |   | (Registrant)                                                                     |
|   |                |   |   |
|   |                |   |   |
| Date:  | May 13,   2011 |   | By:    | /s/   Curtis L. Hage                                                             |
|   |                |   |   | Curtis   L. Hage, Chairman, President                                            |
|   |                |   |   | and   Chief Executive Officer                                                    |
|   |                |   |   | (Principal   Executive Officer)                                                  |
|   |                |   |   |                                                                             |
|   |                |   |   |                                                                             |
| Date:  | May 13,   2011 |   | By:    | /s/   Brent R. Olthoff                                                           |
|   |                |   |   | Brent R. Olthoff, Senior Vice President, Chief   Financial Officer and Treasurer |
|   |                |   |   | (Principal   Financial and Accounting Officer)                                   |
|        |                     |        |        |                                                                                  |        |  |

 

48

----

Table of Contents

 

**Exhibit Index**

 
| **Exhibit Number** | ** ** | **Description**                                                                                                                                  |
|-------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------|
|                    |       |                                                                                                                                             |
| 31.1                    |       | Certification   of Chairman, President and Chief Executive Officer Pursuant to   Section 302 of the Sarbanes-Oxley Act of 2002              |
| 31.2                    |       | Certification   of Senior Vice President, Chief Financial Officer and Treasurer Pursuant to   Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1                    |       | Certification   of Chairman, President and Chief Executive Officer Pursuant to   Section 906 of the Sarbanes-Oxley Act of 2002              |
| 32.2                    |       | Certification   of Senior Vice President, Chief Financial Officer and Treasurer Pursuant to   Section 906 of the Sarbanes-Oxley Act of 2002 |

 

-Index-

 

49

----