10-K
1
form10k.htm
FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
(Mark One)
For the fiscal year ended June 30, 2021
OR
For the transition period from _______________ to _________________.
HOME FEDERAL BANCORP, INC. OF LOUISIANA
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
624 Market Street, Shreveport, Louisiana 71101
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (318) 222-1145
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock (par value $.01 per share) HFBL Nasdaq Stock Market, LLC
Securities registered pursuant to Section 12(g) of the Act: None
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☐
DOCUMENTS INCORPORATED BY REFERENCE
Home Federal Bancorp Inc. of Louisiana
Form 10-K
For the Year Ended June 30, 2021
PART I.
Item 1. Business 1
Item 1A. Risk Factors 29
Item 1B. Unresolved Staff Comments 29
Item 2. Properties 30
Item 3. Legal Proceedings 30
Item 4. Mine Safety Disclosures 30
PART II.
Item 6. Selected Financial Data 32
Item 7A. Quantitative and Qualitative Disclosure About Market Risk 43
Item 8. Financial Statements and Supplementary Data 44
Item 9A. Controls and Procedures 95
Item 9B. Other Information 95
PART III.
Item 10. Directors, Executive Officers and Corporate Governance 96
Item 11. Executive Compensation 96
Item 14. Principal Accounting Fees and Services 97
PART IV.
Item 15. Exhibits and Financial Statement Schedules 97
SIGNATURES
PART I
Item 1. Business
Home Federal Bancorp, Inc. of Louisiana, a Louisiana chartered corporation (“Home Federal Bancorp” or the “Company”), is the holding company for Home Federal Bank (“Home Federal Bank” or the “Bank”). Home Federal
Bank is a federally chartered stock savings bank originally organized in 1924 as Home Building and Loan Association. The Bank reorganized into the mutual holding company structure in January 2005 and changed its name to “Home Federal Bank” in
2009 as part of its business strategy to be recognized as a community bank. Home Federal Bank’s home office and seven full service branch offices are located in Shreveport and Bossier City, Louisiana and serve the Shreveport-Bossier City
metropolitan area. In September 2021, the Bank commenced operations at a loan production office in Minden, Louisiana, which is intended to convert to a full service branch. Home Federal Bank’s business primarily consists of attracting deposits
from the general public and using those funds to originate loans.
As of June 30, 2021, Home Federal Bancorp’s only business activities are to hold all of the outstanding common stock of Home Federal Bank. Home Federal Bancorp is authorized to pursue other business activities
permitted by applicable laws and regulations for savings and loan holding companies, which may include the issuance of additional shares of common stock to raise capital or to support mergers or acquisitions and borrowing funds for reinvestment
in Home Federal Bank.
Home Federal Bancorp does not own or lease any property but instead uses the premises, equipment, and furniture of Home Federal Bank. At the present time, Home Federal Bancorp employs only persons who are officers
of Home Federal Bank to serve as officers of Home Federal Bancorp and may also use the support staff of Home Federal Bank from time to time. These persons are not separately compensated by Home Federal Bancorp.
Pursuant to the regulations under Sections 23A and 23B of the Federal Reserve Act, Home Federal Bank and Home Federal Bancorp have entered into an expense sharing agreement. Under this agreement, Home Federal
Bancorp will reimburse Home Federal Bank for the time that employees of Home Federal Bank devote to activities of Home Federal Bancorp, the portion of the expense of the annual independent audit attributable to Home Federal Bancorp, and all
expenses attributable to Home Federal Bancorp’s public filing obligations under the Securities Exchange Act of 1934.
Market Area
Our primary market area for loans and deposits is in northwest Louisiana, particularly Caddo Parish and neighboring communities in Bossier Parish, which are located in the Shreveport-Bossier City metropolitan
statistical area. In September 2021, we expanded our presence in Webster Parish with a new loan production office.
Shreveport and Bossier City are located in northern Louisiana on Interstate 20, approximately fifteen miles from the Texas state border and 185 miles east of Dallas, Texas. Our primary market area has a diversified
economy with employment in services, government, and wholesale/retail trade constituting the basis of the local economy, with service jobs being the largest component. The majority of the services are health care related as Shreveport has become
a regional hub for health care. The casino gaming industry also supports a significant number of the service jobs. The energy sector has a prominent role in the regional economy, resulting from oil and gas exploration and drilling.
Competition. We face significant competition both in attracting deposits and in making loans. Our most direct competition for deposits has come historically from commercial
banks, credit unions, and other savings institutions located in our primary market area, including many large financial institutions which have greater financial and marketing resources available to them. In addition, we face significant
competition for investors’ funds from short-term money market securities, mutual funds, and other corporate and government securities. We do not rely upon any individual group or entity for a material portion of our deposits. Our ability to
attract and retain deposits depends on our ability to generally provide a rate of return, liquidity, and risk comparable to that offered by competing investment opportunities.
Our competition for real estate loans comes principally from mortgage banking companies, commercial
banks, other savings institutions, and credit unions. We compete for loan originations primarily through the interest rates and loan fees we charge and the efficiency and quality of services we provide borrowers. Factors which affect
competition include general and local economic conditions, current interest rate levels, and volatility in the mortgage markets. Competition may increase as a result of the continuing reduction of restrictions on the interstate operations of
financial institutions.
1
Lending Activities
General. At June 30, 2021, our net loan portfolio amounted to $336.4 million, representing approximately 59.5% of total assets at that date. Historically, our principal
lending activity was the origination of one-to-four family residential loans. At June 30, 2021, one-to-four family residential loans amounted to $97.6 million, or 28.6% of the total loan portfolio. In recent periods, we have sold a substantial
amount of our fixed-rate conforming one-to-four family residential loans to correspondent banks. Commercial real estate loans amounted to $96.2 million, or 28.2% of the total loan portfolio, at June 30, 2021.
The types of loans that we may originate are subject to federal and state laws and regulations. Interest rates charged on loans are affected principally by the demand for such loans, the supply of money available
for lending purposes, and the rates offered by our competitors. These factors are, in turn, affected by general and economic conditions, the monetary policy of the federal government, including the Federal Reserve Board, legislative and tax
policies, and governmental budgetary matters.
A savings institution generally may not make loans to one borrower and related entities in an amount which exceeds 15% of its unimpaired capital and surplus, although loans in an amount equal to an additional 10%
of unimpaired capital and surplus may be made to a borrower, if the loans are fully secured by readily marketable securities. In addition, upon application, the Office of the Comptroller of the Currency permits a savings institution to lend up
to an additional 15% of unimpaired capital and surplus to one borrower to develop domestic residential housing units. At June 30, 2021, our regulatory limit on loans to one borrower was $8.2million, and the
five largest loans or groups of loans to one borrower, including related entities, aggregated $5.5 million, $5.4 million, $4.8 million, $4.6 million, and $4.1million. Each of our five largest loans or
groups of loans was originated with strong guarantor support to known borrowers in our market area and was performing in accordance with its terms at June 30, 2021.
Loans to or guaranteed by general obligations of a state or political subdivision are not subject to the foregoing lending limits.
2
Loan Portfolio Composition. The following table shows the composition of our loan portfolio by type of loan at the dates indicated.
(Dollars in thousands)
Real estate loans:
Commercial – real estate secured:
Consumer non-real estate loans:
Less:
_______________
Origination of Loans. Our lending activities are subject to written underwriting standards and loan origination procedures established by the board of directors and
management. When applicable, loans originated are also subject to the underwriting standards of Fannie Mae, Freddie Mac, HUD, VA, USDA, and correspondent banks that purchase loans we originate. Loan originations are obtained through a variety
of sources, primarily from existing customers, local realtors, and builders. Written loan applications are taken by one of our loan officers. The loan officer also supervises the procurement of credit reports, income and asset documentation,
and other documentation involved with a loan. All appraisals are ordered through an approved appraisal management company in compliance with the Dodd-Frank Consumer Protection Act. Under our lending policy, a title insurance policy is required
on most mortgage loans, with the exception of certain smaller loan amounts where our policy requires a title opinion only. We also require fire and extended coverage casualty insurance in order to protect the properties securing the real estate
loans. Borrowers must also obtain flood insurance policies when the property is in a flood hazard area.
Our loan approval process is intended to assess the borrower’s ability to repay the loan, the viability of the loan, and the value of the property that will secure the loan. All residential loans originated for
sale to FNMA or other investor banks that receive an Approve-Eligible recommendation on the automated underwriting feedback certificate that is applicable for each loan type must be approved by a Bank mortgage underwriter. Loans that do not
receive an Approve-Eligible recommendation must be approved by a Bank mortgage underwriter and the Senior Vice President of Mortgage. In addition, all loans originated to be held on the Bank’s portfolio must be approved by a Bank mortgage
underwriter and the Senior Vice President of Mortgage for loans up to $500,000, and for loans up to $1.0 million by the Senior Credit Officer. Commercial real estate secured loans and lines of credit and commercial business loans up to $1.0
million must be approved by the Senior Credit Officer or the Chairman of the Board, President and Chief Executive Officer, up to $2.0 million by the Senior Credit Officer and the Chairman of the Board, President and Chief Executive Officer, and
in excess of $2.0 million by the Executive Committee. In accordance with past practice, all loans are ratified by our board of directors.
3
In recent periods, we have originated and sold a substantial amount of our fixed-rate conforming
mortgages to correspondent banks. For the year ended June 30, 2021, we originated $249.1 million of one-to-four family residential loans and sold $198.8million of such loans. Our residential loan
originations primarily consist of conventional, rural development, FHA, and VA loans.
The following table shows total loans originated, sold, and repaid during the periods indicated.
Year Ended June 30,
(In thousands)
Loan originations:
Commercial — real estate secured:
Home equity loans and lines of credit and other consumer 12,327 9,559 9,380
Loans purchased -- -- --
Increase (decrease) due to other items, net(1) (1,935 ) (1,146 ) 2,373
___________________
(1)Other items consist of deferred loan fees, the allowance for loan losses, and loans held-for-sale at year end.
Although federal laws and regulations permit savings institutions to originate and purchase loans secured by real estate located throughout the United States, we concentrate our lending activity in our primary
market area in Caddo and Bossier Parishes, Louisiana and the surrounding area. Subject to our loans-to-one borrower limitation, we are permitted to invest without limitation in residential mortgage loans and up to 400% of our capital in loans
secured by non-residential or commercial real estate. We also may invest in secured and unsecured consumer loans in an amount not exceeding 35% of total assets. This 35% limitation may be exceeded for certain types of consumer loans, such as
home equity and property improvement loans secured by residential real property. In addition, we may invest up to 10% of our total assets in secured and unsecured loans for commercial, corporate, business, or agricultural purposes. At June 30,
2021, we were within each of the above lending limits.
During fiscal 2021 and 2020, we sold $198.8million and $111.8 million of loans, respectively. We recognized gain on sale of loans of $4.3 million during fiscal 2021 and $2.5
million during fiscal 2020. Loans were sold during these periods primarily to other financial institutions. Such loans were sold against forward sales commitments with servicing released and without recourse after a certain period of time,
typically 90 days. The loans sold primarily consisted of long-term, fixed rate residential real estate loans. These loans were originated during this period of historically low interest rates and were sold to reduce our interest rate risk. We
will continue to sell loans in the future to the extent we believe the interest rate environment is unfavorable and interest rate risk is unacceptable.
4
Contractual Terms to Final Maturities. The
following table shows the scheduled contractual maturities of our loans as of June 30, 2021, before giving effect to net items. Demand loans, loans having no stated schedule of repayments and no stated maturity, and overdrafts are reported as
due in one year or less. The amounts shown below do not take into account loan prepayments.
(In thousands)
Amounts due after June 30, 2021 in:
The following table sets forth the dollar amount of all loans at June 30, 2021, before net items, due after June 30, 2022, which have fixed interest rates or which have floating or adjustable interest rates.
Floating or
Fixed-Rate Adjustable-Rate Total
(In thousands)
Home equity loans and lines of credit and other consumer 5,597 6,607 12,204
Scheduled contractual maturities of loans do not necessarily reflect the actual expected term of the loan portfolio. The average life of mortgage loans is substantially less than their average contractual terms
because of prepayments. The average life of mortgage loans tends to increase when current mortgage loan rates are higher than rates on existing mortgage loans and, conversely, decrease when rates on current mortgage loans are lower than
existing mortgage loan rates (due to refinancing of adjustable-rate and fixed-rate loans at lower rates). Under the latter circumstance, the weighted average yield on loans decreases as higher yielding loans are repaid or refinanced at lower
rates.
5
One-to-Four Family Residential Real Estate Loans. At
June 30, 2021, $97.6million, or 28.6%, of the total loan portfolio, before net items, consisted of one-to-four family residential loans.
The loan-to-value ratios, maturities, and other provisions of the loans made by us generally have reflected the policy of making less than the maximum loan permissible under applicable regulations, in accordance
with sound lending practices, market conditions, and underwriting standards established by us. Our current lending policy on one-to-four family residential loans generally limits the maximum loan-to-value ratio to 90% or less of the appraised
value of the property, although we will lend up to a 100% loan-to-value ratio with private mortgage insurance. These loans are amortized on a monthly basis with principal and interest due each month, terms not in excess of 30 years, and
generally include “due-on-sale” clauses.
At June 30, 2021, $77.3 million, or 79.2%, of our one-to-four family residential mortgage loans were fixed-rate loans. Fixed-rate loans generally have maturities ranging from 15 to 30 years and are fully amortizing
with monthly loan payments sufficient to repay the total amount of the loan with interest by the end of the loan term. Our fixed-rate loans generally are originated under terms, conditions, and documentation which permit them to be sold to
U.S. Government-sponsored agencies, such as the Federal Home Loan Mortgage Corporation and other investors in the secondary mortgage market. Consistent with our asset/liability management, we have sold a significant portion of our long-term,
fixed rate loans. Servicing is released on all loans sold except those loans sold to FNMA.
Although we offer adjustable rate loans, substantially all of the single-family loan originations over the last few years have consisted of fixed-rate loans due to the low interest rate environment. The
adjustable-rate loans held in portfolio typically have interest rates which adjust on an annual basis. These loans generally have an annual cap of 1% on any increase or decrease and a cap of 6% above or below the initial rate over the life of
the loan. Such loans are underwritten based on the initial rate plus 2%. At June 30, 2021, $20.3 million, or 20.8%, of our one-to-four family residential mortgage loans were adjustable rate loans.
CommercialReal Estate Secured Loans. As of June 30, 2021, Home Federal Bank had outstanding $96.2 million of loans secured by
commercial real estate, $61.5million, or 63.9%, of which were owner occupied. It is the current policy of Home Federal Bank to lend in a first lien position on real property occupied as a commercial business
property. Home Federal Bank offers fixed and variable rate commercial real estate loans. Home Federal Bank’s commercial real estate loans are limited to a maximum of 85% of the appraised value and have terms up to 15 years, however, the terms are
generally no more than five years with amortization periods of 20 years or less. It is our policy that commercial real estate secured lines of credit are limited to a maximum of 85% of the appraised value of the property and shall not exceed
three to five year amortizations.
Multi-Family Residential Loans. At June 30, 2021, we had outstanding approximately $31.0million of multi-family residential loans. Our
multi-family residential loan portfolio includes income producing properties of 5 or more units and low income housing developments. We obtain personal guarantees on all properties other than those of the public housing authority for which they
are not permitted.
Commercial Business Loans. At June 30, 2021, we had outstanding approximately $69.9 million of non-real estate secured commercial loans. The decrease in this category in
fiscal 2021, compared to fiscal 2020, was due to repayments on SBA PPP loans, offset somewhat by new SBA PPP loan originations. The business lending products we offer include lines of credit, inventory financing, and equipment loans. Commercial
business loans and lines of credit carry more credit risk than other types of commercial loans. We attempt to limit such risk by making loans predominantly to small- and mid-sized businesses located within our market area and having the loans
personally guaranteed by the principals involved. We have established underwriting standards in regard to business loans which set forth the criteria for sources of repayment, borrower’s capacity to repay, specific financial and collateral
margins, and financial enhancements such as guarantees. The primary source of repayment is cash flow from the business and the general financial strength of the borrower.
6
Land Loans. As of June 30, 2021, land loans were $16.3million, or 4.8%, of the total loan portfolio, before net items. Land loans
include land which has been acquired for the purpose of development and unimproved land. Our loan policy provides for loan-to-value ratios of 50% for unimproved land loans. Land loans are originated with fixed rates and terms up to five years
with longer amortizations. Although land loans generally are considered to have greater credit risk than certain other types of loans, we expect to mitigate such risk by requiring personal guarantees and identifying other secondary sources of
repayment for the land loan other than the sale of the collateral. It is our practice to only originate a limited amount of loans for speculative development to borrowers with whom our lenders have a prior relationship.
Construction Loans. At June 30, 2021, we had outstanding approximately $15.3 million of construction loans which included loans for the construction of residential and
commercial property. Our residential construction loans typically have terms of six to twelve months with a takeout letter from Home Federal for the permanent mortgage. Our commercial construction loans include owner occupied commercial
properties, pre-sold property, and speculative office property. As of June 30, 2021, we held $784,000 of speculative construction loans.
Home Equity and Second Mortgage Loans. At June 30, 2021, we held $1.3 million of home equity and second mortgage loans. These loans are secured by the underlying equity in the
borrower’s residence. We do not require that we hold the first mortgage on the properties that secure the second mortgage loans. The amount of our second mortgage loans generally cannot exceed a loan-to-value ratio of 90% after taking into
consideration the first mortgage loan. These loans are typically three-to-five year balloon loans with fixed rates and terms that will not exceed 10 years and contain an on-demand clause that allows us to call the loan in at any time.
Equity Lines of Credit. We offer lines of credit secured by a borrower’s equity in real estate. These loans amounted to $12.8million, or
3.8% of the total loan portfolio, before net items, at June 30, 2021. The unused portion of equity lines was $9.7million at June 30, 2021. The rates and terms of such lines of credit depend on the history
and income of the borrower, purpose of the loan, and collateral. Lines of credit will not exceed 90% of the value of the equity in the collateral.
Consumer Non-Real Estate Loans. We are authorized to make loans for a wide variety of personal or consumer purposes. We originate
consumer loans primarily in order to accommodate our customers. The consumer loans at June 30, 2021 consist of loans secured by deposit accounts with us, automobile loans, overdraft, and other unsecured loans.
Consumer non-real estate loans generally have shorter terms and higher interest rates than residential mortgage loans and generally entail greater credit risk than residential mortgage loans, particularly those
loans secured by assets that depreciate rapidly, such as automobiles, boats, and recreational vehicles. In such cases, repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment for the outstanding
loan, and the remaining deficiency often does not warrant further substantial collection efforts against the borrower. In particular, amounts realizable on the sale of repossessed automobiles may be significantly reduced based upon the
condition of the automobiles and the fluctuating demand for used automobiles.
We offer loans secured by deposit accounts held with us. These loans amounted to $430,000, or 0.13% of the total loan portfolio, before net items, at June 30, 2021. Such loans are originated for up to 100% of the
account balance, with a hold placed on the account restricting the withdrawal of the account balance. The interest rate on the loan is equal to the interest rate paid on the account plus 2%. These loans typically are payable on demand with a
maturity date of one year.
Loan Origination and Other Fees. In addition to interest earned on loans, we generally receive loan origination fees or “points” for originating loans. Loan points are a
percentage of the principal amount of the mortgage loan and are charged to the borrower in connection with the origination of the loan. In accordance with accounting guidance, loan origination fees and points are deferred and amortized into
income as an adjustment of yield over the life of the loan.
7
Asset Quality
General. During fiscal 2021, our annual review was completed in August 2020. The review was scheduled in the spring of fiscal 2020, but was rescheduled due to COVID-19
related issues. The scope of the services provided included credit underwriting, adherence to our loan policies, as well as regulatory policies, and recommendations regarding reserve allocations. We expect these reviews will be done every
eighteen months with our next review in the early spring of 2022.
Our collection procedures provide that when a loan is 10 days past due personal contact efforts are attempted, either in person or by telephone. At 15 days past due, a late charge notice is sent to the borrower
requesting payment. If the loan is still past due at 30 days, a formal letter is sent to the borrower stating that the loan is past due and that legal action, including foreclosure proceedings, may be necessary. If a loan becomes 60 days past
due and no progress has been made in resolving the delinquency, a collection letter from legal counsel is sent and personal contact is attempted. When a loan continues in a delinquent status for 90 days or more, and a repayment schedule has not
been made or kept by the borrower, generally a notice of intent to foreclose is sent to the borrower. If the delinquency is not cured, foreclosure proceedings are initiated. In most cases, deficiencies are cured promptly. While we generally
prefer to work with borrowers to resolve such problems, we will institute foreclosure or other collection proceedings, when necessary, to minimize any potential loss.
Loans are placed on non-accrual status when management believes the probability of collection of interest is doubtful. When a loan is placed on non-accrual status, previously accrued but unpaid interest is deducted
from interest income. We generally discontinue the accrual of interest income when the loan becomes 90 days past due, as to principal or interest, unless the credit is well secured and we believe we will fully collect.
Real estate and other assets we acquire as a result of foreclosure or by deed-in-lieu of foreclosure are classified as real estate owned until sold. At June 30, 2021, we had $383,000 of other real estate owned
consisting of one commercial real estate property and one single family residence compared to two commercial real estate properties at June 30, 2020.
Delinquent Loans. The following table shows the delinquencies in our loan portfolio as of the dates indicated.
Number Principal Number Principal Number Principal Number Principal
of Loans Balance of Loans Balance of Loans Balance of Loans Balance
(Dollars in thousands)
Commercial – real estate secured -- -- 6 837 -- -- 3 1,797
Multi-family residential -- -- -- -- -- -- -- --
Commercial business -- -- -- -- -- -- 2 457
Land -- -- -- -- -- -- 2 2,981
Construction -- -- -- -- -- -- -- --
Home equity loans and lines of credit and other consumer -- -- -- -- -- -- -- --
Delinquent loans to total net loans 0.01 % 0.30 % 0.52 % 1.73 %
8
Non-Performing Assets. The following table shows the amounts of our non-performing assets (defined as non-accruing loans, accruing loans 90 days or more past due, and real
estate owned) at the dates indicated.
(Dollars in thousands)
Non-accruing loans:
Commercial — real estate secured 837 1,797 -- -- --
Multi-family residential -- -- -- -- --
Construction -- -- -- -- --
Home equity loans and lines of credit and other consumer -- -- 30 87 --
Accruing loans 90 days or more past due:
Commercial — real estate secured -- -- -- -- --
Multi-family residential -- -- -- -- --
Commercial business -- -- 49 -- --
Land -- -- -- -- --
Construction -- -- -- -- --
Home equity loans and lines of credit and other consumer -- -- -- 30 4
Troubled debt restructurings (2) -- -- 3,843 6,886 --
_________________
(1)Non-performing loans consist of non-accruing loans plus accruing loans 90 days or more past due.
(2)Troubled debt restructurings not included in non-accruing loans and accruing loans 90 days or more past due.
At June 30, 2021, the Company had $1.4 million of non-performing assets (defined as non-accruing loans, accruing loans 90 days or more past due, and other real estate owned) compared to $7.2 million of non-performing
assets at June 30, 2020, consisting of six commercial real estate loans to one borrower, three single family residential loans, and one commercial real estate property and one single family residence in other real estate owned at June 30, 2021,
compared to five single-family residential loans, five commercial real estate loans to one borrower, one lot loan, one land loan and two commercial real estate properties in other real estate owned at June 30, 2020. The decrease in
non-performing assets from $7.2 million at June 30, 2020 to $1.4 million at June 30, 2021 was primarily due to a payoff of $2.0 million on one lot loan and one land loan to the same borrower, a write-down of $907,000 on a lot loan, a write-down
of $1.0 million on a commercial real estate loan, and the paydown of a portion of the collateral on the same commercial real estate loan totaling $449,000 At June 30, 2021, the Company had one single family residential loans, and eightcommercial real estate loans with six of those to one borrower classified as substandard compared to four single family residential loans, two commercial land and lot development loans, and six commercial real
estate loans to one borrower classified as substandard at June 30, 2020. There were no loans classified as doubtful at June 30, 2021 or June 30, 2020.
Classified Assets. Federal regulations require that each insured savings institution classify its assets on a regular basis and the amount of its valuation allowance is
subject to review by Federal bank regulators. There are three classifications for problem assets: “substandard”, “doubtful”, and “loss”. Substandard assets have one or more defined weaknesses and are characterized by the distinct possibility
that the insured institution will sustain some loss, if the deficiencies are not corrected. Doubtful assets have the weaknesses of substandard assets with the additional characteristic that the weaknesses make collection or liquidation in full
on the basis of currently existing facts, conditions, and values questionable, and there is a higher possibility of loss. An asset classified as loss is considered uncollectible and of such little value that continuance as an asset of the
institution is not warranted. Another category designated “special mention” also must be established and maintained for assets which do not currently expose an insured institution to a sufficient degree of risk to warrant classification as
substandard, doubtful, or loss. Assets classified as substandard or doubtful require the institution to establish general allowances for loan losses. If an asset, or portion thereof, is classified as loss, the insured institution must either
establish specific allowances for loan losses in the amount of 100% of the portion of the asset classified loss, or charge-off such amount. General loss allowances established to cover possible losses related to assets classified substandard or
doubtful may be included in determining an institution’s regulatory capital, while specific valuation allowances for loan losses do not qualify as regulatory capital. Federal examiners may disagree with an insured institution’s classifications
and amounts reserved. At June 30, 2021, we had $2.8 million in classified assets. There were three residential mortgage loans designated as special mention totaling $358,000 and one commercial loan designated as special mention totaling $2.8
million. There was one residential loan for $167,000 and eight commercial real estate loans totaling $2.7 million classified as substandard. There were no loans classified as doubtful or loss at June 30, 2021.
9
Allowance for Loan Losses. At June 30, 2021, our allowance for loan losses amounted to $4.1 million. The allowance for loan losses is maintained at a level believed, to the
best of our knowledge, to cover all known and inherent losses in the portfolio, both probable and reasonable, to be estimated at each reporting date. The level of allowance for loan losses is based on our periodic review of the collectability
of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing conditions. We are
primarily engaged in originating single-family residential loans. Our management considers the deficiencies of all classified loans in determining the amount of allowance for loan losses required at each reporting date. Our management analyzes
the probability of the correction of the substandard loans’ weaknesses and the extent of any known or inherent losses that we might sustain on them. During the fiscal year 2021, we recorded a provision for loan losses of $1.8 million, as
compared to $1.9 million recorded for fiscal year 2020. The 2021 provision reflects our estimate to maintain the allowance for loan losses at a level to cover probable losses inherent in the loan portfolio.
The provision for fiscal year 2021 reflects the risks associated with our commercial lending (both real estate secured and non-real estate secured), as well as other risks in our portfolio. Total non-performing
loans decreased by approximately $5.2million as of June 30, 2021 compared to June 30, 2020.
While management believes that it determines the size of the allowance based on the best information available at the time, the allowance will need to be adjusted as circumstances change and assumptions are updated.
Future adjustments to the allowance could significantly affect net income.
CARES Act. Under the CARES Act, loans less than 30 days past due as of December 31, 2019 will be considered current for COVID-19 modifications. Similarly,
the Financial Accounting Standards Board has confirmed that short-term modifications made on a good-faith basis in response to COVID-19 to loan customers who were current prior to any relief will not be considered troubled debt restructurings.
10
The following table shows changes in our allowance for loan losses during the periods presented. We
had $2.0 million, $1.4 million, $586,000, $1.4 million and $30,000 of loan charge-offs during fiscal 2021, 2020, 2019, 2018 and 2017, respectively. Bad debt recoveries amounted to $202,000during fiscal
2021.
(Dollars in thousands)
The following table shows how our allowance for loan losses is allocated by type of loan at each of the dates indicated.
(Dollars in thousands)
11
Investment Securities
We have authority to invest in various types of securities, including mortgage-backed securities, U.S. Treasury obligations, securities of various federal agencies and of state and municipal governments,
certificates of deposit at federally insured banks and savings institutions, certain bankers’ acceptances, and federal funds. Our investment strategy is established by the board of directors.
The following table sets forth certain information relating to our investment securities portfolio at the dates indicated.
Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value
(In thousands)
Securities Held-to-Maturity:
Securities Available-for-Sale:
The following table sets forth the amount of investment securities which contractually mature during each of the periods indicated and the weighted average yields for each range of maturities at June 30, 2021.
The amounts reflect the fair value of our securities at June 30, 2021.
Amounts at June 30, 2021 which Mature in
(Dollars in thousands)
Bonds and other debt securities:
Equity securities(1):
FNBB stock -- -- -- -- -- -- 250 1.25 %
FHLB stock -- -- -- -- -- -- 277 1.12 %
____________________
(1)None of the listed equity securities has a stated maturity.
Our investment in equity securities consists primarily of FHLB stock and shares of First National Bankers Bankshares, Inc. (“FNBB”). Management monitors its investment portfolio to determine whether any
investment securities which have unrealized losses should be considered other than temporarily impaired.
Mortgage-backed securities represent a participation interest in a pool of one-to-four family or multi-family mortgages. The mortgage originators use intermediaries (generally U.S. Government agencies and
government-sponsored enterprises) to pool and repackage the participation interests in the form of securities, with investors receiving the principal and interest payments on the mortgages. Such U.S. Government agencies and
government-sponsored enterprises guarantee the payment of principal and interest to investors.
12
Mortgage-backed securities are typically issued with stated principal amounts, and the securities are backed by pools of mortgages that have loans with interest rates that are within a range and have varying
maturities. The underlying pool of mortgages, i.e., fixed-rate or adjustable-rate, as well as prepayment risk, are passed on to the certificate holder. The life of a mortgage-backed pass-through
security approximates the life of the underlying mortgages.
Our mortgage-backed securities consist of Ginnie Mae securities (“GNMA”), Freddie Mac securities (“FHLMC”), and Fannie Mae securities (“FNMA”). Ginnie Mae is a government agency within the Department of Housing
and Urban Development, which is intended to help finance government-assisted housing programs. Ginnie Mae securities are backed by loans insured by the Federal Housing Administration or guaranteed by the Veterans Administration. The timely
payment of principal and interest on Ginnie Mae securities is guaranteed by Ginnie Mae and backed by the full faith and credit of the U.S. Government. Freddie Mac is a private corporation chartered by the U.S. Government. Freddie Mac issues
participation certificates backed principally by conventional mortgage loans. Freddie Mac guarantees the timely payment of interest and the ultimate return of principal on participation certificates. Fannie Mae is a private corporation
chartered by the U.S. Congress with a mandate to establish a secondary market for mortgage loans. Fannie Mae guarantees the timely payment of principal and interest on Fannie Mae securities. Freddie Mac and Fannie Mae securities are not
backed by the full faith and credit of the U.S. Government. In September 2008, the Federal Housing Finance Agency was appointed as conservator of Fannie Mae and Freddie Mac. The U.S. Department of the Treasury agreed to provide capital, as
needed, to ensure that Fannie Mae and Freddie Mac continue to provide liquidity to the housing and mortgage markets.
Mortgage-backed securities generally yield less than the loans which underlie such securities because of their payment guarantees or credit enhancements, which offer nominal credit risk. In addition,
mortgage-backed securities are more liquid than individual mortgage loans and may be used to collateralize our borrowings or other obligations.
The following table sets forth the composition of our mortgage-backed securities portfolio at fair value at each of the dates indicated. The amounts reflect the fair value of our mortgage-backed securities at
June 30, 2021, 2020 and 2019.
(In thousands)
Fixed rate:
Adjustable rate:
Information regarding the contractual maturities and weighted average yield of our mortgage-backed securities portfolio at June 30, 2021 is presented below. Due to repayments of the underlying loans, the actual
maturities of mortgage-backed securities generally are substantially less than the scheduled maturities. The amounts reflect the fair value of our mortgage-backed securities at June 30, 2021.
13
Amounts at June 30, 2021 Which Mature in
(In thousands)
Fixed rate:
Adjustable rate:
GNMA $ -- -- % $ 1,649 0.55 % $ -- -- %
FNMA -- -- 1 2.23 -- --
Total adjustable rate $ -- -- % 1,663 0.57 % $ -- -- %
The following table sets forth the purchases, sales, and principal repayments of our mortgage-backed securities during the periods indicated.
At or For the Year Ended June 30,
(Dollars in thousands)
Mortgage-backed securities at beginning of period $ 58,557 $ 64,070 $ 56,689
Amortizations of premiums and discounts, net (144 ) (89 ) (109 )
Weighted average yield at end of period 1.76 % 2.24 % 2.68 %
Sources of Funds
General. Deposits are our primary source of funds for lending and other investment purposes. In addition to deposits, principal and interest payments on loans and
investment securities are a source of funds. Loan repayments are a relatively stable source of funds, while deposit inflows and outflows are significantly influenced by general interest rates and money market conditions. Borrowings may also
be used on a short-term basis to compensate for reductions in the availability of funds from other sources and on a longer-term basis for general business purposes.
Deposits. We attract deposits principally from residents of Louisiana and particularly from Caddo and Bossier Parishes. Deposit account terms vary, with the principal
differences being the minimum balance required, the time periods the funds must remain on deposit, and the interest rate. We utilize brokered certificates of deposit as a component of our strategy for lowering the overall cost of funds. The
brokered certificates of deposit are callable by Home Federal Bank after twelve months. At June 30, 2021 and 2020, we had $10.7 million and $16.1million, respectively, in brokered certificates of deposit.
We establish interest rates paid, maturity terms, service fees, and withdrawal penalties on a periodic basis. Management determines the rates and terms based on rates paid by competitors, the need for funds or
liquidity, growth goals, and federal regulations. We attempt to control the flow of deposits by pricing our accounts to remain generally competitive with other financial institutions in the market area.
14
The following table shows the distribution of, and certain other information relating to, our deposits by type of deposit, as of the dates indicated.
(Dollars in thousands)
Certificate accounts:
Transaction accounts:
The following table shows the average balance of each type of deposit and the average rate paid on each type of deposit for the periods indicated.
Year Ended June 30,
Average Average Average
Average Interest Rate Average Interest Rate Average Interest Rate
Balance Expense Paid Balance Expense Paid Balance Expense Paid
(Dollars in thousands)
The following table shows our deposit flows during the periods indicated.
Year Ended June 30,
(In thousands)
15
The following table presents, by various interest rate categories and maturities, the amount of certificates of deposit at June 30, 2021.
Maturing in the 12 Months Ending June 30,
(In thousands)
The following table shows the maturities of our certificates of deposit of $100,000 or more at June 30, 2021 by time remaining to maturity.
Weighted
Amount Average Rate
(Dollars in thousands)
Total certificates of deposit with balances of $100,000 or more $ 77,507 1.53 %
The following table shows the maturities of our certificates of deposit in excess of the FDIC insurance limit (generally, $250,000) at June 30, 2021 by time remaining to maturity.
Weighted
Amount Average Rate
(Dollars in thousands)
Total certificates of deposit with balances of $250,000 or more $ 40,417 1.54 %
Borrowings. We may obtain advances from the Federal Home Loan Bank of Dallas upon the security of the common stock we own in that bank and certain of our residential
mortgage loans and mortgage-backed and other investment securities, provided certain standards related to creditworthiness have been met. These advances are made pursuant to several credit programs, each of which has its own interest rate and
range of maturities. Federal Home Loan Bank advances are generally available to meet seasonal and other withdrawals of deposit accounts and to permit increased lending.
As of June 30, 2021, we were permitted to borrow up to an aggregate total of $173.5 million from the Federal Home Loan Bank of Dallas. We had $867,000 and $1.1 million of Federal Home Loan Bank advances
outstanding at June 30, 2021 and 2020, respectively. Additionally, at June 30, 2021, Home Federal Bank was a party to a Master Purchase Agreement with First National Bankers Bank whereby Home Federal Bank may purchase Federal Funds from
First National Bankers Bank in an amount not to exceed $20.4 million. There were no amounts purchased under this agreement as of June 30, 2021. At June 30, 2021, Home Federal Bancorp had available a $5.0 million line of credit agreement
with First National Bankers Bank, maturing August 21, 2021. The line is secured by Home Federal Bank’s common stock and bears interest at the Prime Rate, which is currently 3.25% per annum and subject
to change when adjustments are made to Wall Street Journal Prime. At June 30, 2021, the line had an outstanding balance of $2.4 million.
16
The following table shows certain information regarding our borrowings at or for the dates indicated:
At or For the Year
Ended June 30,
(Dollars in thousands)
FHLB advances:
Maximum amount outstanding at any month-end during the period 1,060 1,355 11,614
Average interest rate during the period 4.88 % 4.7676 % 3.04 %
Weighted average interest rate at end of period 4.84 % 4.78 % 4.73 %
At June 30, 2021, $35,000 of our borrowings were short-term (maturities of one year or less). Such short-term borrowings had a weighted average interest rate of 4.84% at June 30, 2021.
The following table shows maturities of Federal Home Loan Bank advances at June 30, 2021 or the years indicated:
Years Ending June 30, Amount
(In thousands)
Thereafter --
Subsidiaries
At June 30, 2021, the Company had one subsidiary, Home Federal Bank. The Bank’s only subsidiary at such date was Metro Financial Services, Inc., which previously engaged in the sale of annuity contracts and does
not currently engage in a meaningful amount of business.
Employees
Home Federal Bank had 61 full-time employees and three part-time employees at June 30, 2021. None of these employees are covered by a collective bargaining agreement, and we believe that we enjoy good relations
with our personnel.
REGULATION
Set forth below is a brief description of certain laws relating to the regulation of Home Federal Bancorp and Home Federal Bank. This description does not purport to be complete and is qualified in its entirety
by reference to applicable laws and regulations.
General
Home Federal Bank, as a federally chartered savings bank, is subject to federal regulation and
oversight by the Office of the Comptroller of the Currency extending to all aspects of its operations. Home Federal Bank also is subject to regulation and examination by the Federal Deposit Insurance Corporation, which insures the deposits of
Home Federal Bank to the maximum extent permitted by law, and requirements established by the Federal Reserve Board. Federally chartered savings institutions are required to file periodic reports with the Office of the Comptroller of the
Currency and are subject to periodic examinations by the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation. The investment and lending authority of savings institutions is prescribed by federal laws and
regulations, and such institutions are prohibited from engaging in any activities not permitted by such laws and regulations. Such regulation and supervision primarily are intended for the protection of depositors and not for the purpose of
protecting shareholders.
17
Federal law provides the federal banking regulators, including the Office of the Comptroller of the
Currency and Federal Deposit Insurance Corporation, with substantial enforcement powers. The Office of the Comptroller of the Currency’s enforcement authority over all savings institutions includes, among other things, the ability to assess
civil money penalties, to issue cease and desist or removal orders, and to initiate injunctive actions. In general, these enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound practices. Other actions
or inactions may provide the basis for enforcement action, including misleading or untimely reports filed with the Office of the Comptroller of the Currency. Any change in these laws and regulations, whether by the Federal Deposit Insurance
Corporation, Office of the Comptroller of the Currency, or Congress, could have a material adverse impact on Home Federal Bancorp and Home Federal Bank and our operations.
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in 2010 (the “Dodd-Frank Act”), the powers of the Office of Thrift Supervision regarding Home Federal Bank and Home Federal Bancorp
transferred to other federal financial institution regulatory agencies on July 21, 2011. See “— 2010 Regulatory Reform.” As of the transfer date, all of the regulatory functions related to Home Federal Bank that were under the jurisdiction of
the Office of Thrift Supervision transferred to the Office of the Comptroller of the Currency. In addition, as of that same date, all of the regulatory functions related to Home Federal Bancorp, as a savings and loan holding company that were
under the jurisdiction of the Office of Thrift Supervision, transferred to the Federal Reserve Board.
2018 Regulatory Reform
In May 2018 the Economic Growth, Regulatory Relief and Consumer Protection Act (the “Act”), was enacted to modify or remove certain financial reform rules and regulations, including some of those implemented under
the Dodd-Frank Act. While the Act maintains most of the regulatory structure established by the Dodd-Frank Act, it amends certain aspects of the regulatory framework for small depository institutions with assets of less than $10 billion and for
large banks with assets of more than $50 billion. Many of these changes could result in meaningful regulatory relief for community banks such as Home Federal Bank.
The Act, among other matters, expands the definition of qualified mortgages which may be held by a financial institution and simplifies the regulatory capital rules for financial institutions and their holding
companies with total consolidated assets of less than $10 billion by instructing the federal banking regulators to establish a single “Community Bank Leverage Ratio” of between 8 and 10 percent to replace the leverage and risk-based regulatory
capital ratios. The Act also expands the category of holding companies that may rely on the “Small Bank Holding Company and Savings and Loan Holding Company Policy Statement” (the “SBHC Policy”) by raising the maximum amount of assets a
qualifying holding company may have from $1 billion to $3 billion. This expansion also excludes such holding companies from the minimum capital requirements of the Dodd-Frank Act. In addition, the Act includes regulatory relief for community
banks regarding regulatory examination cycles, call reports, the Volcker Rule (proprietary trading prohibitions), mortgage disclosures and risk weights for certain high-risk commercial real estate loans.
It is difficult at this time to predict when or how any new standards under the Act will ultimately be applied to us or what specific impact the Act and the implementing rules and regulations will have on community
banks.
2010 Regulatory Reform
On July 21, 2010, the President signed into law the Dodd-Frank Act. The financial reform and consumer protection act imposes restrictions and an expanded framework of regulatory oversight for financial
institutions, including depository institutions. In addition, the law changed the jurisdictions of existing bank regulatory agencies and in particular transferred the regulation of federal savings associations from the Office of Thrift
Supervision to the Office of Comptroller of the Currency, effective July 21, 2011. Savings and loan holding companies are now regulated by the Federal Reserve Board. The law also established an independent federal consumer protection bureau
within the Federal Reserve Board. The following discussion summarizes significant aspects of the law that may affect Home Federal Bank and Home Federal Bancorp. Some of the regulations implementing these changes and modifications made by the
Act have not been promulgated, so we cannot determine the full impact on our business and operations at this time.
18
The following aspects of the financial reform and consumer protection act are related to the operations of Home Federal Bank:
• The prohibition on payment of interest on demand deposits was repealed.
• Deposit insurance is permanently increased to $250,000.
The following aspects of the financial reform and consumer protection act are related to the operations of Home Federal Bancorp:
19
Regulation of Home Federal Bancorp
Home Federal Bancorp, a Louisiana corporation, is a registered savings and loan holding company within the meaning of Section 10 of the Home Owners’ Loan Act and is subject to examination and supervision by the
Federal Reserve Board, as well as certain reporting requirements. While new capital requirements began to phase in for savings and loan holding companies on January 1, 2015, Home Federal Bancorp is currently exempt from those requirements. In
addition, because Home Federal Bank is a subsidiary of a savings and loan holding company, it is subject to certain restrictions in dealing with us and with other persons affiliated with the Bank.
Holding Company Acquisitions. Home Federal Bancorp is a savings and loan holding company under the Home Owners’ Loan Act, as amended. Federal law generally prohibits a
savings and loan holding company, without prior approval of the Federal Reserve Board, from acquiring the ownership or control of any other savings institution or savings and loan holding company, or all, or substantially all, of the assets, or
more than 5% of the voting shares of the savings institution or savings and loan holding company. These provisions also prohibit, among other things, any director or officer of a savings and loan holding company, or any individual who owns or
controls more than 25% of the voting shares of such holding company, from acquiring control of any savings institution not a subsidiary of such savings and loan holding company, unless the acquisition is approved by the Federal Reserve Board.
20
The Federal Reserve Board may not approve any acquisition that would result in a multiple savings
and loan holding company controlling savings institutions in more than one state, subject to two exceptions: (i) the approval of interstate supervisory acquisitions by savings and loan holding companies and (ii) the acquisition of a savings
institution in another state, if the laws of the state of the target savings institution specifically permit such acquisitions. The states vary in the extent to which they permit interstate savings and loan holding company acquisitions.
Holding Company Activities. Home Federal Bancorp operates as a unitary savings and loan holding company and is permitted to engage only in the activities permitted for
financial institution holding companies or for multiple savings and loan holding companies. Multiple savings and loan holding companies are permitted to engage in the following activities: (i) activities permitted for a bank holding company
under section 4(c) of the Bank Holding Company Act (unless the Federal Reserve Board prohibits or limits such 4(c) activities); (ii) furnishing or performing management services for a subsidiary savings association; (iii) conducting any
insurance agency or escrow business; (iv) holding, managing, or liquidating assets owned by or acquired from a subsidiary savings association; (v) holding or managing properties used or occupied by a subsidiary savings association; (vi) acting
as trustee under deeds of trust; or (vii) activities authorized by regulation as of March 5, 1987 to be engaged in by multiple savings and loan holding companies. Under the 2010 legislation, savings and loan holding companies became subject to
statutory capital requirements. However, in May 2015, amendments to the SBHC Policy became effective. The amendments made the SBHC Policy applicable to savings and loan holding companies, such as Home Federal Bancorp, and increased the asset
threshold to qualify to be subject to the provisions of the SBHC Policy from $500 million to $1.0 billion. The 2018 regulatory reform increased the asset threshold to $3.0 billion. Savings and loan holding companies that have total assets of
$3.0 billion or less are subject to the SBHC Policy and are not required to comply with the regulatory capital requirements set forth in the table below. Such treatment continues until Home Federal Bancorp’s total assets exceed $3.0 billion or
the Federal Reserve Board deems it to no longer be a small savings and loan holding company.
While there are no specific restrictions on the payment of dividends or other capital distributions for savings and loan holding companies, federal regulations do prescribe such restrictions on subsidiary savings
institutions, as described below. Home Federal Bank is required to notify the Federal Reserve Board 30 days before declaring any dividend. In addition, the financial impact of a holding company on its subsidiary institution is a matter that is
evaluated by the Federal Reserve Board, and the agency has authority to order cessation of activities or divestiture of subsidiaries deemed to pose a threat to the safety and soundness of the institution.
All savings associations’ subsidiaries of savings and loan holding companies are required to meet a qualified thrift lender, or QTL, test to avoid certain restrictions on their operations. If the subsidiary savings
institution fails to meet the QTL, as discussed below, then the savings and loan holding company must register with the Federal Reserve Board as a bank holding company, unless the savings institution requalifies as a QTL within one year
thereafter.
Federal Securities Laws. Home Federal Bancorp registered its common stock with the Securities and Exchange Commission under Section 12(b) of the Securities Exchange Act of
1934. Home Federal Bancorp is subject to the proxy and tender offer rules, insider trading reporting requirements and restrictions, and certain other requirements under the Securities Exchange Act of 1934.
The Sarbanes-Oxley Act. As a public company, Home Federal Bancorp is subject to the Sarbanes-Oxley Act of 2002 which addresses, among other issues, corporate governance,
auditing and accounting, executive compensation, and enhanced and timely disclosure of corporate information. As directed by the Sarbanes-Oxley Act, our principal executive officer and principal financial officer are required to certify that
our quarterly and annual reports do not contain any untrue statement of a material fact. The rules adopted by the Securities and Exchange Commission under the Sarbanes-Oxley Act have several requirements, including having these officers certify
that: they are responsible for establishing, maintaining, and regularly evaluating the effectiveness of our internal control over financial reporting; they have made certain disclosures to our auditors and the audit committee of the Board of
Directors about our internal control over financial reporting; and they have included information in our quarterly and annual reports about their evaluation and whether there have been changes in our internal control over financial reporting or
in other factors that could materially affect internal control over financial reporting.
21
Volcker Rule Regulations
Regulations have been adopted by the federal banking agencies to implement the provisions of the Dodd-Frank Act, commonly referred to as the Volcker Rule. The regulations contain prohibitions and restrictions on
the ability of financial institutions holding companies and their affiliates to engage in proprietary trading and to hold certain interests in, or to have certain relationships with, various types of investment funds, including hedge funds and
private equity funds. However, federal regulations exclude from the Volcker Rule restrictions community banks with $10 billion or less in total consolidated assets and total trading assets and liabilities of five percent or less of total
consolidated assets. Home Federal Bancorp qualifies for the exclusion from the Volcker Rule restrictions.
Regulation of Home Federal Bank
General. Home Federal Bank is subject to the regulation of the Office of the Comptroller of the Currency, as its primary federal regulator, the Federal Deposit Insurance
Corporation, as the insurer of its deposit accounts, and, to a limited extent, the Federal Reserve Board.
Insurance of Accounts. The deposits of Home Federal Bank are insured to the maximum extent permitted by the Deposit Insurance Fund and are backed by the full faith and
credit of the U.S. Government. The 2010 financial institution reform legislation permanently increased deposit insurance on most accounts to $250,000. As insurer, the Federal Deposit Insurance Corporation is authorized to conduct examinations
of and to require reporting by insured institutions. It also may prohibit any insured institution from engaging in any activity determined by regulation or order to pose a serious threat to the Federal Deposit Insurance Corporation. The Federal
Deposit Insurance Corporation also has the authority to initiate enforcement actions against savings institutions after giving the Office of the Comptroller of the Currency an opportunity to take such action.
The Dodd-Frank Act raises the minimum reserve ratio of the Deposit Insurance Fund from 1.15% to 1.35% and requires the Federal Deposit Insurance Corporation to offset the effect of this increase on insured
institutions with assets of less than $10 billion (small institutions). In March 2016, the Federal Deposit Insurance Corporation adopted a rule to accomplish this by imposing a surcharge on larger institutions commencing when the reserve ratio
reaches 1.15% and ending when it reaches 1.35%. The reserve ratio reached 1.15% effective as of June 30, 2016. This surcharge period began effective July 1, 2016 and ended on September 30, 2018 when the reserve ratio reached 1.36%. Small
institutions will receive credits for the portion of their regular assessments by 2.0 basis points that contributed to growth in the reserve ratio between 1.15% and 1.35%. The credits applied to reduce regular assessments by 2.0 basis points for
quarters when the reserve ratio is at least 1.35. In 2020, the Federal Deposit Insurance Corporation announced that all credits had been remitted and that the credit program had ended.
Effective July 1, 2016, the Federal Deposit Insurance Corporation adopted changes that eliminated its risk-based premium system. Under the new premium system, the Federal Deposit Insurance Corporation assesses
deposit insurance premiums on the assessment base of a depository institution, which is its average total assets reduced by the amount of its average tangible equity. For a small institution (one with assets of less than $10 billion) that has
been federally insured for at least five years, effective July 1, 2016, the initial base assessment rate ranges from 3 to 30 basis points, based on the institution’s CAMELS composite and component ratings and certain financial ratios; its
leverage ratio; its ratio of net income before taxes to total assets; its ratio of nonperforming loans and leases to gross assets; its ratio of other real estate owned to gross assets; its brokered deposits ratio (excluding reciprocal deposits if
the institution is well capitalized and has a CAMELS composite rating of 1 or 2); its one year asset growth ratio (which penalizes growth adjusted for mergers in excess of 10%); and its loan mix index (which penalizes higher risk loans based on
historical industry charge off rates). The initial base assessment rate is subject to downward adjustment (not below 1.5%) based on the ratio of unsecured debt the institution has issued to its assessment base and to upward adjustment (which can
cause the rate to exceed 30 basis points) based on its holdings of unsecured debt issued by other insured institutions. Institutions with assets of $10 billion or more are assessed using a scorecard method.
In addition, through March 29, 2019, all institutions with deposits insured by the Federal Deposit Insurance Corporation were required to pay assessments to fund interest payments on bonds issued by the Financing
Corporation, a mixed-ownership government corporation established to recapitalize the predecessor to the Deposit Insurance Fund. The Financing Corporation bonds matured in 2019.
22
The Federal Deposit Insurance Corporation may terminate the deposit insurance of any insured depository institution, including Home Federal Bank, if it determines after a hearing that the institution has engaged or
is engaging in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, order, or any condition imposed by an agreement with the Federal Deposit Insurance
Corporation. It also may suspend deposit insurance temporarily during the hearing process for the permanent termination of insurance, if the institution has no tangible capital. If insurance of accounts is terminated, the accounts at the
institution at the time of the termination, less subsequent withdrawals, shall continue to be insured for a period of six months to two years, as determined by the Federal Deposit Insurance Corporation. Management is aware of no existing
circumstances which would result in termination of Home Federal Bank’s deposit insurance.
Regulatory Capital Regulations
In July of 2013, the respective U.S. federal banking agencies issued final rules implementing Basel III and the Dodd-Frank Act capital requirements to be fully-phased in on a global basis on January 1, 2019. The
2013 regulations establish a tangible common equity capital requirement, increase the minimum requirement for the current Tier 1 risk-weighted asset (“RWA”) ratio, phase out certain kinds of intangibles treated as capital and certain types of
instruments, and change the risk weightings of certain assets used to determine required capital ratios. Provisions of the Dodd-Frank Act generally require these capital rules to apply to savings and loan holding companies and their savings
association subsidiaries. The common equity Tier 1 capital component requires capital of the highest quality – predominantly composed of retained earnings and common stock instruments. For community banks, such as Home Federal Bank, the new
capital rules require a common equity Tier 1 capital ratio of 4.5% and also increased the minimum Tier 1 capital ratio from 4.0% to 6.0%. In addition, in order to make capital distributions and pay discretionary bonuses to executive officers
without restriction, an institution must also maintain greater than 2.5% in common equity attributable to a capital conservation buffer. The rules also increase the risk weights for several categories of assets, including an increase from 100% to
150% for certain acquisition, development, and construction loans and more than 90-day past due exposures. The capital rules maintain the general structure of the prompt corrective action rules but incorporate the new common equity Tier 1
capital requirement and the increase Tier 1 RWA requirement into the prompt corrective action framework.
Effective January 1, 2020, qualifying community banking organizations may elect to comply with a greater than 9% community bank leverage ratio (the “CBLR”) requirement in lieu of the currently applicable requirements
for calculating and reporting risk-based capital ratios. The CBLR is equal to Tier 1 capital divided by average total consolidated assets. In order to qualify for the CBLR election, a community bank must (i) have a leverage capital ratio greater
than 9 percent, (2) have less than $10 billion in average total consolidated assets, (3) not exceed certain levels of off-balance sheet exposure and trading assets plus trading liabilities and (4) not be an advanced approaches banking
organization. A community bank that meets the above qualifications and elects to utilize the CBLR is considered to have satisfied the risk-based and leverage capital requirements in the generally applicable capital rules and is also considered to
be “well capitalized” under the prompt corrective action rules.
Unless a community bank qualifies for and elects to comply with the CBLR beginning on January 1, 2020, federally insured savings institutions are required to maintain the minimum levels of regulatory capital
described below. Current Office of the Comptroller of the Currency capital standards require savings institutions to satisfy a tangible capital requirement, a common equity Tier 1 capital requirement, a leverage capital requirement and a
risk-based capital requirement. The tangible capital must equal at least 1.5% of adjusted total assets. The common equity Tier 1 capital component generally consists of retained earnings and common stock instruments and must equal at least 4.5%
of risk-weighted assets. Leverage capital, also known as “core” capital, must equal at least 3.0% of adjusted total assets for the most highly rated savings associations. An additional cushion of at least 100 basis points is required for all
other savings associations, which effectively increases their minimum Tier 1 leverage ratio to 4.0% or more. Under the Office of the Comptroller of the Currency’s regulation, the most highly-rated banks are those that the Office of the
Comptroller of the Currency determines are strong associations that are not anticipating or experiencing significant growth and have well-diversified risk, including no undue interest rate risk exposure, excellent asset quality, high liquidity,
and good earnings. Under the risk-based capital requested, “Total” capital (a combination of core and “supplementary” capital) must equal at least 8.0% of “risk-weighted” assets. The Office of the Comptroller of the Currency also is authorized to
impose capital requirements in excess of these standards on individual institutions on a case-by-case basis.
23
Core capital generally consists of common stockholders’ equity (including retained earnings). Tangible capital generally equals core capital minus intangible assets, with only a limited exception for purchased
mortgage servicing rights.Home Federal Bank had no intangible assets at June 30, 2021. Both core and tangible capital are further reduced by an amount equal to a
savings institution’s debt and equity investments in subsidiaries engaged in activities not permissible to national banks (other than subsidiaries engaged in activities undertaken as agent for customers or in mortgage banking activities and
subsidiary depository institutions or their holding companies). These adjustments do not affect Home Federal Bank’s regulatory capital.
In determining compliance with the risk-based capital requirement, a savings institution is allowed to include both core capital and supplementary capital in its total capital, provided that the amount of
supplementary capital included does not exceed the savings institution’s core capital. Supplementary capital generally consists of general allowances for loan losses up to a maximum of 1.25% of risk-weighted assets together with certain other
items. In determining the required amount of risk-based capital, total assets, including certain off-balance sheet items, are multiplied by a risk weight based on the risks inherent in the type of assets. The risk weights range from 0% for cash
and securities issued by the U.S. Government, or unconditionally backed by the full faith and credit of the U.S. Government, to 100% for loans (other than qualifying residential loans weighted at 80%) and repossessed assets.
Savings institutions must value securities available for sale at amortized cost for regulatory capital purposes. This means that in computing regulatory capital, savings institutions should add back any unrealized
losses and deduct any unrealized gains, net of income taxes, on debt securities reported as a separate component of capital as defined by generally accepted accounting principles.
At June 30, 2021, Home Federal Bank exceeded all of its regulatory capital requirements with tangible, common equity Tier 1, core, and risk-based capital ratios of 9.57%, 16.63%, 9.57% and 17.88%,respectively.
Any savings institution that fails any of the capital requirements is subject to possible enforcement actions by the Office of the Comptroller of the Currency or the Federal Deposit Insurance Corporation. Such
actions could include a capital directive, a cease and desist order, civil money penalties, establishment of restrictions on the institution’s operations, termination of federal deposit insurance, and the appointment of a conservator or
receiver. The Office of the Comptroller of the Currency’s capital regulation provides that such actions, through enforcement proceedings or otherwise, could require one or more of a variety of corrective actions.
Prompt Corrective Action. The following table shows the amount of capital associated with the different capital categories set forth in the prompt corrective action
regulations.
Total Risk- Tier 1 Risk- Common Tier 1
Based Based Equity Tier 1 Leverage
Capital Category Capital Capital Capital Capital
Well capitalized 10% or more 8% or more 6.5% or more 5% or more
Adequately capitalized 8% or more 6% or more 4.5% or more 4% or more
Undercapitalized Less than 8% Less than 6% Less than 4.5% Less than 4%
In addition, an institution is “critically undercapitalized” if it has a ratio of tangible equity to total assets that is equal to or less than 2.0%. Under specified circumstances, a federal banking agency may
reclassify a well-capitalized institution as adequately capitalized and may require an adequately capitalized institution or an undercapitalized institution to comply with supervisory actions as if it were in the next lower category (except
that the Office of the Comptroller of the Currency may not reclassify a significantly undercapitalized institution as critically undercapitalized).
An institution, generally, must file a written capital restoration plan which meets specified requirements within 45 days of the date that the institution receives notice or is deemed to have notice that it is
undercapitalized, significantly undercapitalized, or critically undercapitalized. A federal banking agency must provide the institution with written notice of approval or disapproval within 60 days after receiving a capital restoration plan,
subject to extensions by the agency. An institution which is required to submit a capital restoration plan must concurrently submit a performance guaranty by each company that controls the institution. In addition, undercapitalized institutions
are subject to various regulatory restrictions, and the appropriate federal banking agency also may take any number of discretionary supervisory actions.
24
At June 30, 2021, Home Federal Bank was deemed a well-capitalized institution for purposes of the prompt corrective action regulations and as such is not subject to the above mentioned restrictions.
Capital Distributions. Office of the Comptroller of the Currency regulations govern capital distributions by savings institutions, which include cash dividends, stock
repurchases, and other transactions charged to the capital account of a savings institution to make capital distributions. A savings institution must file an application for Office of the Comptroller of the Currency approval of the capital
distribution if either (i) the total capital distributions for the applicable calendar year exceed the sum of the institution’s net income for that year to date plus the institution’s retained net income for the preceding two years, (ii) the
institution would not be at least adequately capitalized following the distribution, (iii) the distribution would violate any applicable statute, regulation, agreement, or Office of the Comptroller of the Currency-imposed condition, or (iv) the
institution is not eligible for expedited treatment of its filings. If an application is not required to be filed, savings institutions must still file a notice with the Office of the Comptroller of the Currency at least 30 days before the board
of directors declares a dividend or approves a capital distribution if either (i) the institution would not be well-capitalized following the distribution; (ii) the proposed distribution would reduce the amount or retire any part of our common or
preferred stock or retire any part of a debt instrument included in our regulatory capital, or (iii) the savings institution is a subsidiary of a savings and loan holding company, and the proposed capital distribution is not a cash dividend. If
a savings institution, such as Home Federal Bank, that is the subsidiary of a savings and loan holding company has filed a notice with the Federal Reserve Board for a cash dividend and is not required to file an application or notice with the
Office of the Comptroller of the Currency for any of the reasons described above, then the savings institution is only required to provide an informational copy to the Office of the Comptroller of the Currency of the notice filed with the Federal
Reserve Board at the same time that it is filed with the Federal Reserve Board.
An institution that either before or after a proposed capital distribution fails to meet its then applicable minimum capital requirement or that has been notified that it needs more than normal supervision may not
make any capital distributions without the prior written approval of the Office of the Comptroller of the Currency. In addition, the Office of the Comptroller of the Currency may prohibit a proposed capital distribution, which would otherwise
be permitted by Office of the Comptroller of the Currency regulations, if the Office of the Comptroller of the Currency determines that such distribution would constitute an unsafe or unsound practice.
Under federal rules, an insured depository institution may not pay any dividend, if payment would cause it to become undercapitalized, or if it is already undercapitalized. In addition, federal regulators have the
authority to restrict or prohibit the payment of dividends for safety and soundness reasons. The Federal Deposit Insurance Corporation also prohibits an insured depository institution from paying dividends on its capital stock or interest on
its capital notes or debentures (if such interest is required to be paid only out of net profits) or distributing any of its capital assets while it remains in default in the payment of any assessment due the Federal Deposit Insurance
Corporation. Home Federal Bank is currently not in default in any assessment payment to the Federal Deposit Insurance Corporation.
Qualified Thrift Lender Test. All savings institution subsidiaries of savings and loan holding companies are required to meet a qualified thrift lender, or QTL, test to
avoid certain restrictions on their operations. A savings institution can comply with the QTL test by either qualifying as a domestic building and loan association as defined in the Internal Revenue Code or meeting the Office of the Comptroller
of the Currency QTL test. Currently, the Office of the Comptroller of the Currency QTL test requires that 65% of an institution’s “portfolio assets” (as defined) consist of certain housing and consumer-related assets on a monthly average basis
in nine out of every 12 months. To be a qualified thrift lender under the IRS test, the savings institution must meet a “business operations test” and a “60 percent assets test,” each defined in the Internal Revenue Code.
If a savings association fails to remain a QTL, it is immediately prohibited from the following:
25
• Establishing any new branch office unless allowable for a national bank; and
Any company that controls a savings institution that is not a qualified thrift lender must register as a bank holding company within one year of the savings institution’s failure to meet the QTL test. Three years
from the date a savings association should have become or ceases to be a QTL, the institution must dispose of any investment or not engage in any activity unless the investment or activity is allowed for both a national bank and a savings
association. A savings institution not in compliance with the QTL test is also subject to an enforcement action for violation of the Home Owners’ Loan Act, as amended.
At June 30, 2021, Home Federal Bank believes that it meets the requirements of the QTL test.
Community Reinvestment Act. All federal savings associations have a responsibility under the Community Reinvestment Act and related regulations to help meet the credit needs