Message from Patrick Little, Chairman and CEO

 

Teche achieved record earnings per share during a national recession. These results are a testament to our SmartGrowth strategy, the talents of the Teche team and the resilient economy of our region.

 

Results of Fiscal Year 2009

 

In the financial chaos of 2009, Teche Holding Company was a pillar of profitability and growth. The Company set an earnings record of $3.36 per diluted share and paid an annual cash dividend of $1.405 per share, generating an annualized yield of 4.24%.

These outstanding results emanated from our solid focus on growing the right kinds of deposits and loans, as well as our well-structured pricing and underwriting programs. For 10 years, we have honed our SmartGrowth strategy for increasing our core deposits and expanding the higher yielding loans in our portfolio. As a result, our net interest margin has increased for eight consecutive quarters to 4.01% in 2009.

Furthermore due to excellent operating results, we increased our return on average tangible equity from 8.83% to 10.49% and our return on average assets from 0.76% to 0.91% from 2008 to 2009. Tangible stockholders’ equity increased 5.4% to $68 million and tangible book value per share increased 6.5% to $32.33.

We also strengthened our capital ratios during the year by selling a block of fixed rate mortgage loans and reducing the bank’s higher cost time deposits. In addition, we decided to decline the federal “TARP” program which we felt was costly and an unnecessary source of capital for our institution. All of these actions benefited our shareholders with record returns and increased dividends. I will more fully discuss our consistent SmartGrowth deposit and loan growth, our strong asset quality and capitalization in the rest of my remarks.

The industries here (Gulf Coast) are pretty steady and it’s a much better job picture than it has been in other parts of the country.

Peter Ricchiuti, Assistant Dean

A.B. Freeman School of Business

Tulane University

ABC Good Morning America, 5/07/09

 

Deposit Growth

SmartGrowth (core) deposits increased 11.3% year over year to $368 million. Checking deposits, coveted by our competitors, grew to $166 million as we continued our totally free personal and business checking programs and superior customer service initiatives. Money market deposits fell to $95 million as rates declined. However, savings deposits grew to $106 million with only a marginal increase in rates this past year. Most importantly, time deposits, which are not in our SmartGrowth deposit category, had much lower costs and balances this year. For many years, Teche has competed for growth with the highest rate payers in our markets. This year we focused on customer relationships and reduced our dependence on single account “rate shoppers.” We will continue to focus on SmartGrowth (core) deposits as a long term strategy. These deposits have the lowest cost of funds and are important to our expanding net interest margin.

 

Loan Growth

SmartGrowth loans, the highest yielding loans in the bank, grew 7.2% year over year to $460 million. These loans now comprise 77% of Teche’s total loan portfolio. In 2009, commercial and consumer loans increased 9.5% and 11.9% respectively over last year. Commercial loans increased to $210 million and consumer loans grew to $108 million. Not only did the Company grow these loans during a downturn in the national economy but Teche was also able to increase consumer loan interest rates.

Some portions of the loan portfolio decreased such as Smart Mortgages, loans to builders for speculative home construction and closed-end home equity loans. While the Company continues to originate fixed and adjustable home loans, total balances in these categories have decreased as the Company fine-tuned its approach and sold $26 million in fixed rate loans.

Asset Quality

Teche’s strong commitment to sound underwriting standards, effective servicing and diligent collection efforts yielded high asset quality ratios compared to peers. Teche’s non-performing loans to total loans and non-performing assets to total assets were 1.21% and 1.19% respectively in the last twelve months compared to 2.88% and 2.68% average ratios of publicly traded southern banks during that same period. In addition Teche’s 0.29% net charge-offs to average loans is significantly lower than 1.31% which is the average of publicly traded southern banks over the last twelve months. Peer averages are according to Highline Financial data.

Capital Strength

Financial analysts following the banking industry this year say that “Credit and Capital” are the hallmarks of strong community banks. Teche receives top grades in both categories. As stated above Teche’s asset quality compares very favorably to other southern banks and the Company’s capital strength allowed Teche to forego the government bailout program called “TARP.” Through self-generated funds and solid funds management,

 

Teche kept its capital ratios at healthy levels and above capital requirements established by banking regulators. Teche’s tier 1 risk-based capital ratio was 11.51% and its total risk-based capital ratio was 12.72% at year end with 6% and 10% respectively being the federal “well-capitalized” minimum standard. Since Teche did not participate in the “TARP” program, the Company avoided the high costs associated with the program.

Non-Interest Expense

This past year we held the line on expenses, increasing our non-interest expense by only 2.1% while increasing our core non-interest income by 3.3%. Our primary non-interest expense is the compensation of our employees. Teche Federal Bank has over 300 employees working in 20 different offices in a nine parish (county) area. We have invested in the development of customer service and business development skills of our entire Teche team and that investment has reaped returns. In 2009, we opened 22,000 deposit accounts and 2,400 loan accounts, including $235 million in total loans.

 

Louisiana Economy

 

[Graphic Omitted - Map of Teche Office Locations]

My remarks would not be complete without a discussion of Louisiana’s economy. Although the national economy experienced high unemployment rates and generally negative real gross domestic product numbers since the first quarter of 2008, Louisiana was less affected by recessionary forces.

Louisiana has a solid diversified economy with a strong community banking system that funds its large and small businesses. In addition, the state has significant petrochemical manufacturing and a major oil and gas extraction industry including the Haynesville Shale gas exploration project. Even though this project is located in north Louisiana it is currently pumping additional funds throughout the state. As a result of its healthy economy, Louisiana had lower unemployment rates than the national averages in the last 12 months.

According to the Louisiana Economic Outlook 2010-2011, published by Louisiana State University Department of Economics, the state has a projected job growth of 0.9% in 2010 and 0.9% in 2011. The Baton Rouge MSA, an expansion area of Teche, has projected job growth of 1.1% in 2010 and 1.5% in 2011. The Lafayette MSA has projected job growth of 0.5% in 2010 and 0.7% in 2011. Furthermore, the Houma MSA has projected job growth of 0.9% in 2010 and 0.8% in 2011.

We do have our challenges. Federal legislation currently under consideration including “Cap and Trade” and taxes on the extraction industry may affect our economic outlook. If these legislative initiatives are not approved, the economies of our key MSA areas may be even better than current projections. Other legislation affecting the banking industry may result in more expenses due to the cost of compliance for proposed regulations. Teche is well positioned to explore opportunities and take on future challenges.

 

 

Focused on Continuous Growth and Earnings

Although Teche has had a remarkable year especially considering the backdrop of the national economy, the Company is not resting on its laurels. Teche is continuing to closely monitor and improve credit quality, to aggressively pursue the right kinds of loans and deposits and to continue to build customer relationships. The fact that Teche has steadily grown personal and business checking accounts each year is a strong indicator of Teche’s solid strategic focus, service orientation and customer relationships.

 

Teamwork and Talent Matters

We owe our success to our focused and dedicated employees and our values which emphasize a tradition of quality banking, customer relationships and shareholder returns. On behalf of the Board of Directors, I want to express our appreciation to our Teche team. I am always impressed with the diligent execution of our strategy as I visit our branches and see our associates working to meet the needs of our customers. We know and serve our customers, and I believe that has helped us to avoid costly mistakes which have been rampant in our industry. We are proud of our progress this year. However, we believe that we can continually improve and grow our institution. We are working for you, our shareholders on a daily basis and we appreciate your confidence and support.

Sincerely,

Patrick Little

Chairman and President/CEO

 

 

SELECTED FINANCIAL DATA (Dollars in thousands, except per share data)

At or for the Year Ended September 30,

 

 

 

 

Business of the Bank

 

Teche Federal Bank (the "Bank") attracts savings deposits from the general public and uses such deposits to originate primarily residential mortgage loans, commercial mortgage loans and consumer loans. Additionally, the Bank invests in mortgage-backed and investment securities. (See “Management Strategy” on page 9.)

 

It is the Bank's intention to remain an independent community savings bank serving the local banking needs of its primary market area, which presently includes twenty offices in the Louisiana Parishes of St. Mary, Iberia, Lafayette, St. Landry, St. Martin, Terrebonne, Lafourche, East Baton Rouge and Ascension. The FDIC insures deposits at the Bank up to the maximum legal amount.

 

Business of the Company

 

Teche Holding Company (the "Company") is a Louisiana corporation organized in December 1994 at the direction of the Board of Directors of the Bank to acquire all of the capital stock that the Bank issued upon its conversion from the mutual to stock form of organization.

 

Summary of Quarterly Operating Results

 

 

 

 

Market and Dividend Information

Teche Holding Company's common stock trades on the NYSE Amex under the symbol "TSH.” The following sets forth the high and low sale prices and cash dividends declared for the common stock for the last two fiscal years.

 

 

 

 

According to the records of the Company's transfer agent, there were 436 registered stockholders of record at November 30, 2009. This number does not include any persons or entities that hold their stock in nominee or "street" name through various brokerage firms.

 

The Company's ability to pay dividends is substantially dependent upon the dividends it receives from the Bank. Under current regulations, the Bank is not permitted to pay dividends if its regulatory capital would thereby be reduced below (1) the amount then required for the liquidation account established in connection with the Bank's conversion from mutual to stock form, or (2) the regulatory capital requirements imposed by the Office of Thrift Supervision ("OTS"). Capital distributions are also subject to certain limitations based on the Bank's net income. See Notes 18 and 19 of Notes to Consolidated Financial Statements. The Bank's total capital at September 30, 2009 exceeded the amounts of its liquidation account and regulatory capital requirements.

 

 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

General

 

The Private Securities Litigation Reform act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words “believe”, “anticipates”, “contemplates”, “expects”, and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Those risks and uncertainties include changes in interest rates, risk associated with the effect of opening new branches, the ability to control costs and expenses, and general economic conditions. The Company undertakes no obligation to publicly release the results of any revisions to those forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrences of unanticipated events.

 

The Company's consolidated results of operations are primarily dependent on the Bank's net interest income, or the difference between the interest income earned on its loan, mortgage-backed securities and investment securities portfolios, and the interest expense paid on its savings deposits and other borrowings. Net interest income is affected not only by the difference between the yields earned on interest-earning assets and the costs incurred on interest-bearing liabilities, but also by the relative amounts of such interest-earning assets and interest-bearing liabilities.

 

Other components of net income include: provisions for losses on loans and other assets, non-interest income (primarily, service charges on deposit accounts and other fees), and non-interest expenses (primarily, compensation and employee benefits, office occupancy expense, marketing expense and expenses associated with foreclosed real estate) and income taxes.

 

Earnings of the Company also are significantly affected by economic and competitive conditions, particularly changes in interest rates, government policies and regulations of regulatory authorities.

 

References to the "Bank" herein, unless the context requires otherwise, refer to the Company on a consolidated basis.

 

Overview

 

The Company’s net income increased $1.4 million to $7.1 million this past fiscal year primarily due to an increase in net interest income of $3.0 million offset somewhat by an increase in provision for loan losses of $2.2 million. Net income for fiscal 2008 was lower due to the Bank’s withdrawal from the AMF Ultra Short Fund which resulted in the Bank incurring a loss of $2.6 million before taxes, along with a pretax charge of $1.5 million due to the Bank’s exit and transfer out of its defined benefit pension plans during the third quarter. The Company’s assets in fiscal 2009 decreased $4.4 million to $765.1 million primarily due to decreases in interest bearing deposits and cash offset somewhat by a slight increase in loan receivables and securities.

 

Management Strategy

 

Management's strategy has been to maximize earnings and profitability through steady growth while maintaining asset quality. The Bank's lending strategy has historically focused on the origination of traditional one- to four-family mortgage loans with the primary emphasis on single-family residences in the Bank's primary market area. Additionally, management emphasizes a “SmartGrowth” strategy that focuses on the origination of consumer loans (primarily home equity and mobile home loans), Smart Mortgage loans, commercial loans and commercial real estate loans for retention in the Company’s loan portfolio. Smart Mortgage loans originated by the Bank are residential real estate loans that do not meet all of the Bank’s standard loan underwriting criteria for residential real estate loans. Consumer loans, commercial loans and commercial real estate loans generally have shorter terms to maturity and higher yields than residential real estate loans. While Smart Mortgage loans, consumer loans, commercial loans, and commercial real estate loans have greater credit risk than conforming residential real estate loans, the Company believes its SmartGrowth strategy will have a favorable impact on the Company’s net interest margin, as well as assist in interest rate risk management. SmartGrowth also emphasizes growth in core deposits (primarily transaction accounts), which include demand deposits, NOW accounts, money market deposit accounts and savings accounts.

 

Asset and Liability Management

 

Interest Rate Sensitivity Analysis. Net interest income, the primary component of the Bank's net income, is derived from the difference between the interest income on interest-earning assets and the interest expense of interest-bearing liabilities. The Bank has sought to manage its exposure to changes in interest rates by monitoring the effective maturities or re-pricing characteristics of its interest-earning assets and interest-bearing liabilities. The matching of the Bank's assets and liabilities may be analyzed by examining the extent to which its assets and liabilities are interest rate sensitive and by monitoring the expected effects of interest rate changes on its net interest income and net portfolio value.

 

The ability to maximize net interest income is largely dependent upon achieving a positive interest rate spread that can be sustained during fluctuations in prevailing interest rates. The Bank is exposed to interest rate risk as a result of the difference in the maturity of interest-bearing liabilities and interest-earning assets and the volatility of interest rates. Because most deposit accounts react more quickly to market interest rate movements than do traditional mortgage loans due to their shorter terms to maturity,

 

increases in interest rates may have an adverse effect on the Bank's earnings. Conversely, this same mismatch will generally benefit the Bank's earnings during periods of declining or stable interest rates.

 

The Bank attempts to manage its interest rate exposure by shortening the maturities of its interest-earning assets by emphasizing adjustable rate mortgages ("ARMs"), periodically selling loans from the portfolio of long term fixed rate mortgages, originating shorter term loans such as residential construction, consumer, home equity and commercial loans and the investment of excess liquidity in purchased loans, adjustable rate mortgage-backed securities and other securities with relatively short terms to maturity. Furthermore, the Bank works to manage the interest rates it pays on deposits while maintaining a stable deposit base and providing quality services to its customers. In recent years, the Bank has used borrowings while continuing to rely primarily upon deposits as its source of funds. At September 30, 2009, the weighted average term to re-pricing of the Bank’s ARM loan and ARM mortgage-backed securities portfolio was approximately 16 months. In contrast, at September 30, 2009, $104.8 million of the Bank's certificate accounts and $367.8 million of the Bank's regular deposit accounts (e.g. demand, NOW, money market, savings), out of $585.5 million of total deposits, were scheduled to mature or re-price within one year or sooner.

 

Management believes that it has adequate capital to accept a certain degree of interest rate risk. Should interest rates rise management believes the Bank's capital position will enable it to withstand the negative impact on earnings.

 

Rate/Volume Analysis. The table below sets forth certain information regarding changes in interest income and interest expense of the Bank for the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume (changes in average volume multiplied by old rate); (ii) changes in rates (changes in rate multiplied by old average volume); and (iii) the net change. The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate.

 

 

Average Balance Sheet. The following table sets forth certain information relating to the Company's average balance sheet and reflects the average yield on assets and average cost of liabilities for the periods indicated. Such yields and costs are derived by dividing income or expenses by the average balance of assets or liabilities, respectively, for the periods presented. Average balances are derived from daily average balances.

 

 

         

Changes in Financial Condition from September 30, 2008 to September 30, 2009

 

General. Total assets decreased $4.4 million, or 0.6% to $765.1 million at September 30, 2009 from $769.5 million at September 30, 2008, due to decreases in interest bearing deposits and cash, offset somewhat by a slight increase in loans receivable and securities.

 

Cash and Cash Equivalents. Cash decreased $26.4 million from $50.1 million at September 30, 2008 to $23.7 million at September 30, 2009. The decrease resulted primarily from the purchase of securities along with a small increase in loans receivable.

 

Securities Available-for-Sale and Held to Maturity. Securities available-for-sale decreased $5.7 million from $26.6 million at September 30, 2008 to $20.9 million at September 30, 2009 due primarily to repayments on existing mortgage-backed securities. Securities held-to-maturity increased $21.1 million from $54.3 million to $75.4 million due primarily to purchases of $34.0 million offset by repayments on existing securities. (See Note 3 of the Consolidated Financial Statements.)

 

Loans Receivable, Net. The Bank’s net loans receivable increased $4.4 million or 0.7% to $588.5 million from $584.1 million at September 30, 2008 due primarily to growth in the Commercial Real Estate loan portfolio and Mobile Home loan portfolio, offset by a decrease in the One-to-Four Family Conforming loan portfolio brought about by a $26.0 million sale of fixed rate conforming one-to-four family loans. (See Note 4 of the Consolidated Financial Statements for a comparative breakdown of the Bank’s loan portfolio.)

 

 

Deposits. The Bank’s deposits decreased $3.7 million or 0.6% to $585.5 million at September 30, 2009, from $589.2 million at September 30, 2008. SmarthGrowth deposits which consist of non-interest bearing checking, interest-bearing checking, savings accounts, and money market accounts increased $37.3 million during the fiscal year. Time deposits decreased $41.1 million from $258.8 million to $217.7 million. (See Note 7 of the Consolidated Financial Statements for a comparative breakdown of the Bank’s deposit portfolio.)

 

Advances from FHLB. Advances from the Federal Home Loan Bank of Dallas decreased $4.3 million, or 4.1% to $100.6 million from $104.9 million at September 30, 2008. The decrease was due to principal payments on existing advances.

 

Stockholders’ Equity. Stockholders’ equity increased $3.5 million, or 5.1% from $68.0 million at September 30, 2008, to $71.5 million at September 30, 2009. The increase was due primarily to net income less dividends and the purchase of treasury stock.

 

Comparison of Operating Results for Years Ended September 30, 2009, 2008 and 2007

 

Analysis of Net Income

 

General. The Company had net income of $7.1 million, $5.7 million and $6.7 million for the years ended 2009, 2008 and 2007. The $1.4 million increase during fiscal 2009 was primarily due to a $3.0 million increase in net interest income, offset by an increase in the provision for loan losses of $2.2 million. The $972,000 decrease during fiscal 2008 was primarily due to two major items. First the Bank withdrew its investment in the AMF Ultra Short Mortgage Fund resulting in a pre-tax charge of $2.6 million, and the Bank also settled and transferred the obligations of its defined benefit pension Plans to Hartford Insurance Company resulting in a pre-tax charge of $1.5 million.

 

Revenue. Revenue amounted to $45.3 million, $41.8 million and $37.7 million for the years ended 2009, 2008 and 2007, respectively. The $3.5 million increase during fiscal 2009 was primarily due to a reduction in total interest expense of $4.4 million offset somewhat by a decrease in interest income on loans of $1.1 million. The $4.0 million increase during fiscal 2008 was primarily due to an increase in interest income on loans resulting from growth in the loan portfolio coupled with an increase in service charges on transaction accounts. Non-interest income remained relatively stable at $16.3 million in fiscal 2009 compared to $16.6 million in fiscal 2008.

 

Interest Income. Interest income amounted to $44.2 million, $45.6 million and $43.0 million for the years ended 2009, 2008 and 2007, respectively. The $1.4 million decrease during fiscal 2009 was primarily due to a decrease in interest rates offset by an increase in the average balance on earning assets. The $2.6 million increase during fiscal 2008 was primarily due to an increase in the average balance on earning assets, offset by a slight decrease in interest rates.

 

The average balance of loans increased during fiscal 2009 and fiscal 2008 by approximately $17.1 million, or 2.9% and $41.9 million, or 7.6%, respectively.

 

Interest Expense. Interest expense totaled $15.3 million, $19.7 million and $19.9 million for the years ended September 30, 2009, 2008 and 2007. The $4.4 million decrease from fiscal 2008 to fiscal 2009 was primarily due to lower interest rates offset by an increase in both deposit and FHLB advance average balances. The $124,000 decrease from fiscal 2007 to fiscal 2008 was primarily

 

due to lower interest rates along with good growth in lower rate deposit accounts. The average balance of deposits increased $6.6 million and $23.1 million in fiscal 2009 and 2008, respectively.

 

Net Interest Income. Net interest income increased $3.1 million to $28.9 million during the year ended September 30, 2009 primarily due to a decrease in interest expense on deposits and FHLB advances, offset by a decrease in interest income on loans. Net interest income increased $2.7 million to $25.9 million during the year ended September 30, 2008 primarily due to an increase in interest income on loans and to a decrease in interest expense on deposits, offset somewhat by an increase in interest expense on FHLB advances.

 

Provision for Loan Losses. The Bank provided $3.0 million, $825,000 and $605,000 to the allowance for loan losses for the years ended September 30, 2009, 2008 and 2007 respectively. The provision increased in fiscal 2009 due to continued loan growth along with an increase in qualitative adjustments necessary to address negative economic and credit quality trends. The provision increased in fiscal 2008 primarily due to growth in loan portfolio as well as changes to the qualitative and quantitative factors considered during the analysis of the allowance for loan losses. The allowance for loan losses was $6.8 million at September 30, 2009, $5.5 million at September 30, 2008, and $5.1 million at 2007 fiscal year end.

 

Management periodically estimates the likely level of losses to determine whether the allowance for loan losses is adequate to absorb probable losses inherent in the existing portfolio. Based on these estimates, an amount is charged or credited to the provision for loan losses and credited or charged to the allowance for loan losses in order to adjust the allowance to a level determined to adequately absorb probable inherent losses.

 

While the Bank maintains its allowance for losses at a level that it considers to be adequate to provide for existing losses, there can be no assurance that further additions will not be made to the loss allowances and that such losses will not exceed the estimated amounts. (See Note 1 to the Consolidated Financial Statements.)

 

Non-Interest Income. Non-interest income during the years ended September 30, 2009, 2008 and 2007 amounted to $15.9 million, $13.4 million and $14.7 million respectively. Non-interest income in fiscal 2008 and 2009 included charges for certain securities in the investment portfolio in the amount of $3.0 million and $1.0 million respectively. Non-interest income in fiscal 2009 included a gain of $559,000 on the sale of $26 million of conforming loans. (See Loans Receivable, Net) Excluding these charges, non-interest income remained relatively stable between fiscal 2008 and 2009. The increase between fiscal 2007 and 2008, excluding impairment charges, was primarily due to an increase in deposit related fees due to an increase in the number of deposit accounts.

 

Non-Interest Expense. Non-interest expense totaled $31.4 million; $30.7 million and $27.4 million during the years ended September 30, 2009, 2008 and 2007, respectively. The $0.6 million increase during fiscal 2009 was primarily due to an increase in deposit insurance premiums. The $3.3 million increase during fiscal 2008 was primarily due to compensation expense that included a $1.5 million charge for exiting the defined benefit pension plan.

 

The Bank is subject to the Louisiana Shares Tax, which amounted to an expense of $567,000, $666,000 and $535,000 in the fiscal years ended September 30, 2009, 2008 and 2007, respectively.

 

Gain (loss) on Sale of Securities. In the years ended September 30, 2009, 2008 and 2007, (losses) and gains on the sale of securities amounted to $(99,000), ($2,580,000) and $164,000, respectively. The loss recorded in 2009 resulted from the Company’s recording an impairment loss on an equity security for $175,000, offset by a gain on sale of equity securities of $76,000. The loss recorded in 2008 resulted from the Company’s withdrawal of a $16.1 million investment in a mortgage mutual fund that had continued to decline in value during the year as a result of the turmoil that existed in the mortgage markets in general. (See Note 3 of the Consolidated Financial Statements.)

 

Income Tax Expense. For the years ended September 30, 2009, 2008 and 2007, the Company incurred income tax expense of $3.3 million, $2.0 million and $3.2 million, respectively. There was an increase in the effective tax rate in 2009 due to higher pre-tax income and the benefit of tax credits were lower than in 2008. There was a decrease in the effective tax rate in 2008 due to lower pre-tax income and the benefit of certain tax credits related to tax incentives applied to the Company’s 2006 and 2007 income tax returns recorded in the 2008 financial statements. (See Note 10 of the Consolidated Financial Statements for further explanation.)

 

Liquidity and Capital Resources

 

The Bank's average liquidity ratio is based on deposits and was approximately 10.0% percent during September 2009. The Bank manages its average liquidity ratio to meet its funding needs, including: deposit outflows; disbursement of payments collected from borrowers for taxes and insurance; repayment of Federal Home Loan Bank advances and other borrowings; and loan principal disbursements. The Bank also monitors its liquidity position in accordance with its asset/liability management objectives.

 

In addition to funds provided from operations, the Bank's primary sources of funds are: savings deposits, principal repayments on loans and mortgage-backed securities, and matured or called investment securities. The Bank also borrows funds from the Federal Home Loan Bank of Dallas (the “FHLB”).

 

Scheduled loan repayments and maturing investment securities are a relatively predictable source of funds. However, savings deposit flows and prepayments on loans and mortgage-backed securities are significantly influenced by changes in market interest rates, economic conditions and competition. The Bank strives to manage the pricing of its deposits to maintain a balanced stream of cash flows commensurate with its loan commitments and other predictable funding needs.

 

The Bank usually maintains a portion of its cash on hand in interest-bearing demand deposits with the FHLB and other correspondent banks to meet immediate loan commitment and savings withdrawal funding requirements. When applicable, cash in excess of immediate funding needs is invested into longer-term investment and mortgage-backed securities, some of which may also qualify as liquid investments under current OTS regulations.

 

Funds available under existing credit facilities from the FHLB totaled $175.3 million. The Bank has total FHLB borrowings of $100.6 million, or 13.2% of the Bank’s assets. Approximately $10.6 million is due in the year ending September 30, 2010.

 

Management believes the Bank has sufficient resources available to meet its foreseeable funding requirements. At September 30, 2009, the Bank had outstanding loan commitments of $44.4 million, and certificates of deposit scheduled to mature within one year of $104.8 million, much of which management expects, based on past experience, will remain with the Bank upon maturity.

 

Regulations of the OTS require the Bank to meet or exceed three separate standards of capital adequacy. These regulations require financial institutions to have minimum tangible capital equal to 1.5 percent of total adjusted assets; minimum core capital equal to 4.0 percent of total adjusted assets; and risk-based capital equal to 8.0 percent of total risk-weighted assets. At September 30, 2009, the Bank exceeded all regulatory capital requirements. (See Note 18 to the Consolidated Financial Statements.)

 

Net Portfolio Value Analysis - Interest Rate Risk

 

The Bank is subject to interest rate risk to the degree that its interest-bearing liabilities, primarily deposits with short- and medium-term maturities, mature or re-price at different rates than our interest-earning assets. Although having liabilities that mature or re-price less frequently on average than assets will be beneficial in times of rising interest rates, such an asset/liability structure will result in lower net income during periods of declining interest rates, unless offset by other factors.

 

The Bank believes it is critical to manage the relationship between interest rates and the effect on its net portfolio value (“NPV”). This approach calculates the difference between the present value of expected cash flows from assets and the present value of expected cash flows from liabilities, as well as cash flows from off-balance sheet contracts. The Bank manages assets and liabilities within the context of the marketplace, regulatory limitations and within its limits on the amount of change in NPV which is acceptable given certain interest rate changes.

 

The OTS requires all regulated thrift institutions to calculate the estimated change in the institution’s NPV assuming instantaneous parallel shifts in the Treasury yield curve of 100 to 300 basis points either up or down in 100 basis point increments. The NPV is defined as the present value of expected cash flows from existing assets less the present value of expected cash flows from existing liabilities plus the present value of net expected cash inflows from existing off-balance sheet contracts.

 

The OTS provides an interest rate sensitivity report of NPV to all institutions that file with the OTS a Consolidated Maturity & Rate Schedule (“CMR”) as a part of the institution’s quarterly Thrift Financial Report. The OTS simulation model uses a discounted cash flow analysis and an option-based pricing approach to measuring the interest rate sensitivity of NPV. The OTS model estimates the economic value of each type of asset, liability, and off-balance sheet contract under the assumption that the Treasury yield curve shifts instantaneous and parallel up and down 100 to 300 basis points in 100 basis point increments. The OTS allows thrifts with under $1 billion in total assets to use the results of their interest rate sensitivity model, which is based on information provided by the institution, to estimate the sensitivity of NPV.

 

The OTS model utilizes an option-based pricing approach to estimate the sensitivity of mortgage loans. The most significant embedded option in these types of assets is the prepayment option of the borrowers. The OTS model uses various price indications and prepayment assumptions to estimate sensitivity of mortgage loans.

 

In the OTS model, the value of deposit accounts appears on the asset and liability side of the NPV analysis. In estimating the value of certificates of deposit accounts (“CD”), the liability portion of the CD is represented by the implied value when comparing the difference between the CD face rate and available wholesale CD rates. On the asset side of the NPV calculation, the value of the “customer relationship” due to the rollover of retail CD deposits represents an intangible asset in the NPV calculation.

 

Other deposit accounts such as NOW accounts, money market demand accounts, passbook accounts, and non-interest-bearing accounts also are included on the asset and liability side of the NPV calculation in the OTS model. These

 

accounts are valued at 100% of the respective account balances on the liability side. On the asset side of the analysis, the value of the “customer relationship” of the various types of deposit accounts is reflected as a deposit intangible.

 

The NPV sensitivity of borrowed funds is estimated by the OTS model based on a discounted cash flow approach.

 

The OTS uses, as a critical point, a change of plus or minus 200 basis points in order to set its “normal” institutional results and peer comparisons. A resulting change in NPV of more than 2% of the estimated market value of its assets will require the institution to deduct from its capital 50% of that excess change. The rules provide that the OTS will calculate the IRR component quarterly for each institution. The greater the change, positive or negative, in NPV, the more interest rate risk is assumed to exist with the institution. The following table lists the Bank’s latest percentage change in NPV assuming an immediate change of plus or minus 100, 200, and 300 basis points from the level of interest rates at September 30, 2009.

 

 

 

 

As the table shows, increases in interest rates would result in net decreases in the Bank’s NPV. The Bank’s NPV decreases by 0.9% if interest rates increase by 200 basis points. Certain shortcomings are inherent in the methodology used in the above table. Modeling changes in NPV requires the making of certain assumptions that may tend to oversimplify the manner in which actual yields and costs respond to changes in market interest rates. First, the models assume that the composition of the Bank’s interest sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured. Second, the models assume that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or re-pricing of specific assets and liabilities. Accordingly, although the NPV measurements do provide an indication of the Bank’s interest rate risk exposure at a particular point in time, such measurements are not intended to provide a precise forecast of the effect of changes in market interest rates on the Bank’s net interest income.

 

In times of decreasing interest rates, the value of fixed-rate assets could increase in value and the lag in re-pricing of interest rate sensitive assets could be expected to have a positive effect on the Bank.

 

Contractual Obligations

 

The Company has various contractual obligations related to borrowings, deposits and operating lease payments. These obligations are outlined in Notes 6, 7 and 8 in the Consolidated Financial Statements of the Company.

 

 

Critical Accounting Policies

 

Certain critical accounting policies affect the more significant judgments and estimates used in the preparation of the consolidated financial statements. The Company’s most critical accounting policies are as follows:

 

Allowance for Loan Losses - The allowance for loan losses is a valuation allowance available for losses incurred on loans. Any losses are charged to the allowance for loan losses when the loss actually occurs or when a determination is made that a loss is probable to occur. Recoveries are credited to the allowance at the time of recovery.

 

Management estimates the likely level of losses to determine whether the allowance for loan losses is adequate to absorb losses inherent in the existing portfolio. Based on the estimates, an amount is charged to or recovered from the provision for loan losses and credited or debited to the allowance for loan losses in order to adjust the allowance to a level determined to be adequate to absorb such losses.

 

Management’s judgment as to the level of losses on existing loans involves the consideration of current and anticipated economic conditions and their potential effects on specific borrowers; an evaluation of the existing relationships among loans, known and inherent risks in the loan portfolio, and the present level of the allowance; results of examination of the loan portfolio by regulatory agencies; and management’s internal review of the loan portfolio. In determining the collectibility of certain loans, management also considers the fair value of any underlying collateral.

 

It should be understood that estimates of loan losses involve an exercise of judgment. During the fiscal year ending September 30, 2009, the company made changes to the allowance model. These changes included using a three year rolling average charge-off history instead of five years, switching to actual charge-off history instead of a blend with peer rates and increased the qualitative factors due to an overall negative economic environment and credit quality trends in the banks portfolio. While it is possible that in particular periods the Company may sustain losses, which are substantial relative to the allowance for loan losses, it is the judgment of management that the allowance for loan losses reflected in the consolidated balance sheets is adequate to absorb probable losses inherent in the existing loan portfolio.           

 

Goodwill – Goodwill does not require amortization but is subject to at least an annual assessment for impairment unless interim events or circumstances make it more likely than not that an impairment loss has occurred. Impairment is defined at that amount by which the implied fair value of the goodwill is less than the goodwill’s carrying value. Impairment losses would be charged to operating expense. Goodwill is not deductible for income tax purposes.

 

Impact of Off-Balance Sheet Instruments

 

The Company has certain off-balance-sheet instruments in the form of contractual commitments to extend credit to customers. These legally binding commitments have set expiration dates and are at predetermined interest rates. The underwriting criteria for these commitments are the same as for loans in our loan portfolio. Collateral is also obtained, if necessary, based on the credit evaluation of each borrower. Although many of the commitments will expire unused, management believes that we have the necessary resources to fund these commitments. (See Note 16 in the accompanying Consolidated Financial Statements.)

 

MANAGEMENT’S REPORT ON INTERNAL CONTROL

OVER FINANCIAL REPORTING

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a- 15(f). The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

 

Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements prepared for external purposes in accordance with generally accepted accounting principles. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

 

Under supervision and with the participation of management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control- Integrated Framework, management concluded that our internal control over financial reporting was effective as of September 30, 2009.

 

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

 

 

 

 

 

 

 

---

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Stockholders

Teche Holding Company

Franklin, Louisiana

 

We have audited the accompanying consolidated balance sheets of Teche Holding Company and subsidiary (hereinafter referred to as the “Company”) as of September 30, 2009 and 2008, and the related consolidated statements of income, stockholders’ equity and cash flows for each of the years in the three-year period ended September 30, 2009. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Teche Holding Company and subsidiary as of September 30, 2009 and 2008, and the results of their operations and their cash flows for each of the years in the three-year period ended September 30, 2009, in conformity with accounting principles generally accepted in the United States of America.

 

As of March 1, 2009, the Company adopted a new investment impairment standard as discussed in Note 1.

 

 

December 23, 2009

 

 

 

TECHE HOLDING COMPANY AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

September 30, 2009 and 2008

 

 

 

 

 

TECHE HOLDING COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

Years Ended September 30, 2009, 2008 and 2007

 

 

 

TECHE HOLDING COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Years Ended September 30, 2009, 2008 and 2007

 

 

 

 

TECHE HOLDING COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended September 30, 2009, 2008 and 2007

 

 

 

 

 

 

 

TECHE HOLDING COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended September 30, 2009, 2008 and 2007

 

 

 

The significant accounting policies of the Company are described below.

Principles of Consolidation - The consolidated financial statements include the accounts of Teche Holding Company and its wholly-owned subsidiary, Teche Federal Bank (collectively “the Company”). All significant intercompany balances and transactions have been eliminated in consolidation. The Company operates principally in the community savings bank segment by attracting deposits from the general public and using such deposits primarily to originate loans. These loans include those secured by first mortgages on owner-occupied, family residences as well as home improvement and other consumer loans. The Company also makes commercial mortgage loans.

Concentrations of Credit Risk – The Company makes loans to individuals and small businesses located primarily in southern Louisiana for various personal and commercial purposes. The Company has a diversified loan portfolio and the borrowers’ ability to repay their loans is not directly dependent upon any specific economic sector. The Company will from time to time purchase loans from outside the market area.

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents - Cash and cash equivalents comprise cash on hand and non-interest bearing and interest bearing demand deposits with other financial institutions. The Company is required to maintain certain cash reserves relating to its deposit liabilities.

Securities - Securities are classified as held-to-maturity or available-for-sale. Management determines the classification of securities when they are purchased and reevaluates this classification periodically as conditions change that could require reclassification.

Securities which the Company both positively intends and has the ability to hold to maturity are classified as securities held-to-maturity and are carried at amortized cost. Intent and ability to hold are not considered satisfied when a security is available to be sold in response to changes in interest rates, prepayment rates, liquidity needs or other reasons as part of an overall asset/liability management strategy.

Securities not meeting the criteria to be classified as securities held-to-maturity are classified as available-for-sale and are carried at fair value. Net unrealized holding gains or losses are excluded from net income and are recognized, net of income taxes, in other comprehensive income and in accumulated other comprehensive income, a separate component of stockholders’ equity.

Premiums and discounts on securities, both those held-to-maturity and those available-for-sale, are amortized and accreted to income as an adjustment to the securities’ yields using the interest method. Realized gains and losses on securities, including declines in value judged to be other than temporary, are reported as a component of income. The cost of securities sold is specifically identified for use in calculating realized gains and losses.

 

 

TECHE HOLDING COMPANY AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended September 30, 2009, 2008 and 2007

(in thousands except share and per share data)

 

If the fair value of a security is below its amortized cost basis at the quarter end, the security is evaluated for other-than-temporary impairment (OTTI).For debt securities, we consider our intention to sell the security. If we do not intend on selling the security, then we evaluate whether it is more likely than not we will be required to sell the security before recovery of the securities amortized cost. If we fail either of those tests, then we record OTTI for the affected security equal to the difference between the fair value and amortized cost.

If it is more likely than not we will be required to sell the debt security, then we go to the next step to determine if OTTI exists. In determining if OTTI exists, management considers: (1) the length of time and the extent to which the fair value has been less than cost, (2) Adverse conditions related to the security, industry or geographic area, (3) the financial condition and near-term prospects of the issuer, (4) failure of the issuer to make schedule interest or principal payments and the outlook for receiving the contractual cash flows of the investments, (5) changes in the rating of the security and (6) historical and subsequent volatility of fair value of the security. If these conditions provide an indication of a reduction in expected cash flows, then cash flows are evaluated to determine the amount of credit related impairment. If a debt security is an investment in a beneficial interest security and it is rated below AA, cash flows are evaluated for a decrease in expected cash flows and related credit impairment. If OTTI has been identified, the credit related impairment, to the extent it does not reduce the security below fair value, is charged to earnings and the credit-related impairment is adjusted through other comprehensive income for both held to maturity and available for sales securities.

For marketable equity securities, the Company evaluates its ability to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. Evidence considered to determine anticipated recovery are analysts reports on the issuer and the financial condition of the issuer or the industry If OTTI is identified, the security is adjusted to fair value through a charge to earnings.

During the year ended September 30, 2009, the Company recognized non-credit impairment charges in other comprehensive loss related to certain held-to-maturity securities. The cumulative amount of these charges created a separate accumulated other comprehensive loss for held to maturity securities. This accumulated other comprehensive loss will be accreted to other comprehensive income over the remaining life of the security in a prospective manner on the basis of the amount and timing of future estimated cash flows.. See Note 3 for further discussion of other-than-temporary impairments on investment securities, and Note 12 for more information on impairment losses recognized in Other Comprehensive Income (Loss).

Loans Receivable - Loans receivable are stated at the unpaid principal balances, less the allowance for loan losses, net deferred loan fees, and unearned premiums and discounts. The unearned premiums and discounts relate principally to purchased loans. Interest on loans is credited to income based on the principal amount outstanding using the interest method.

When doubt exists as to collectability of a loan (typically 90 days delinquent or impaired), the loan is placed on non-accrual status. When a loan is placed on non-accrual status, interest accrued prior to the judgment of uncollectibility is reversed from income. Loans are returned to an accruing status only as payments are received and when collection of all principal and interest is no longer in doubt. Payments received on such non-accrual loans are applied first to outstanding loan amounts and next as recovery of lost interest.

Allowance for Loan Losses - The allowance for loan losses is a valuation allowance available for losses incurred on loans. Any losses are charged to the allowance for loan losses when the loss actually occurs. Recoveries are credited to the allowance at the time of recovery.

Management estimates the likely level of losses to determine whether the allowance for loan losses is adequate to absorb probable losses inherent in the existing portfolio. Based on these estimates, an amount is charged to or recovered from the provision for loan losses and credited or debited to the allowance for loan losses in order to adjust the allowance to a level determined to be adequate to absorb such losses.

Management’s judgment as to the level of losses on existing loans involves the consideration of current economic conditions and their potential effects on specific borrowers; an evaluation of the existing relationships among loans, known and inherent risks in the loan portfolio, and the present level of the allowance; results of examination of the loan portfolio by regulatory agencies; and management’s internal review of the loan portfolio. In determining the collectability of certain loans, management also considers the fair value of any underlying collateral.

It should be understood that estimates of loan losses involve an exercise of judgment. While it is possible that in particular periods the Company may sustain losses which are substantially different from the allowance for loan losses, it is the judgment of management that the allowance for loan losses reflected in the consolidated balance sheets is adequate to absorb probable losses inherent in the loan portfolio.

Loan Fees, Loan Costs, Discounts and Premiums - Loan origination fees, certain direct loan origination costs and discounts and premiums on loans are deferred and amortized as an adjustment to the related loan’s yield using the interest method over the contractual life of the loan.

Federal Home Loan Bank Stock - Federal Home Loan Bank (FHLB) stock is recorded at cost and is periodically reviewed for impairment. The Company owns stock in the FHLB of Dallas in order to gain access to cost effective funding and liquidity sources. The Company considers the capital position of the FHLB of Dallas, recent redemptions of the common stock when considering whether or not the investment is impaired. As of September 30, 2009, the FHLB of Dallas was in compliance with its regulatory capital requirements, and was still redeeming excess activity-based common stock, therefore the Company concluded that the investment was not impaired. The FHLB received a rating of Aaa which reflects its consistent risk-adjusted earnings, superior asset quality, and unique position as a key funding source to its member institutions, as well as the substantial support of the U.S. Government.

No ready market exists for the FHLB stock. It has no quoted market value and is carried at cost. Cost approximates fair market value based upon the redemption requirements of the FHLB, which require redemption at par.

 

Goodwill - Goodwill does not require amortization but is subject to at least an annual assessment for impairment, unless interim events or circumstances make it more likely than not that an impairment loss has occurred. Impairment is defined as that amount by which the implied fair value of the goodwill is less than the goodwill’s carrying value. Impairment losses would be charged to operating expense. The existing goodwill is not deductible for income tax purposes. For the purposes of evaluating goodwill, the  Company has determined that it operates only one reporting unit. The Company has performed its annual test as of September 30, 2009 for goodwill and has determined that goodwill is not impaired.

Core Deposit Intangible - The core deposit intangible with a cost of $520 and accumulated amortization of $452, and $411 at September 30, 2009, and 2008, respectively, is included in prepaid expenses and other assets on the consolidated balance sheets.

Premises and Equipment - Land is carried at cost. Buildings and equipment are carried at cost less accumulated depreciation. The Company computes depreciation generally on the straight-line method for financial reporting. The estimated useful lives used to compute depreciation are: buildings and improvements, twenty to forty years; and furniture, fixtures and equipment, three to ten years.

Real Estate Owned - Real estate acquired through, or in lieu of, foreclosure is initially recorded at the fair value at the time of foreclosure, less estimated selling cost, and any related writedown is charged to the allowance for loan losses. Valuations are periodically performed by management and provisions for estimated losses on real estate owned are charged to income when fair value is determined to be less than the carrying value. Costs relative to the development and improvement of properties are capitalized to the extent realizable, whereas, ordinary upkeep disbursements are charged to expense. The ability of the Company to recover the carrying value of real estate is based upon future sales of the real estate owned. The ability to affect such sales is subject to market conditions and other factors, many of which are beyond the Company’s control. Operating income of such properties, net of related expenses, and gains and losses on their disposition are included in the accompanying consolidated statements of income.

Life Insurance Contracts - Life insurance contracts represent single premium life insurance contracts on the lives of certain officers of the Company. The Company is the beneficiary of these policies. These contracts are reported at their cash surrender value and changes in the cash surrender value are included in other non-interest income.

Defined Benefit Plan - The expense of the multi-employer defined benefit plans in which the Company participates equals the amount of contributions required by the Company. In June 2008, the Company settled and transferred the obligations of its defined benefit plans to Hartford Insurance Co., resulting in a pre-tax charge of approximately $1,500.

Income Taxes - The Company follows the practice of filing a consolidated federal return. Income taxes are allocated to each company as if filed separately for federal purposes.

Certain items of income and expense for financial reporting are recognized differently for income tax purposes (principally the provision for loan losses and depreciation). Provisions for deferred taxes are made in recognition of such temporary differences using the liability method. Current income taxes are recorded based on amounts due with the current income tax returns. The need for a valuation allowance is considered when it is determined more likely than not that a deferred tax asset will not be realized.

 

 

Income Per Share - Basic net income per common share (EPS) is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Shares controlled by the ESOP are not considered in the weighted average shares outstanding until the shares are committed for allocation to an employee’s individual account. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the net income of the Company. Diluted EPS is computed by dividing net income by the total of the weighted-average number of shares outstanding plus the effect of outstanding options and stock grants. The dilution effect of stock options and stock grants is determined using the treasury stock method. The effect of any anti-dilutive common stock equivalents is excluded from the diluted EPS computation.

Comprehensive Income - Comprehensive income includes net income and other comprehensive income or loss, which in the case of the Company includes only unrealized gains and losses on securities available-for-sale, net of related income taxes.

Stock-Based Compensation - The Company recognizes the cost of employee services received in exchange for an award of equity instruments in the financial statements over the period the employee is required to perform the services in exchange for the award (presumptively the vesting period). It also requires measurement of the cost of employee services received in exchange for an award based on the grant date fair value of the award. Excess tax benefits are reported as financing cash inflows, rather than as a reduction of taxes paid, which is included within operating cash flows.

 

New Accounting Pronouncements

 

On June 29, 2009, the FASB issued an accounting pronouncement establishing the FASB Accounting Standards CodificationTM (the “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities. This pronouncement was effective for financial statements issued for interim and annual periods ending after September 15, 2009, for most entities. On the effective date, all non-SEC accounting and reporting standards will be superceded. The Company adopted this new accounting pronouncement for the year ended September 30, 2009, as required, and adoption did not have a material impact on the Company’s financial statements taken as a whole.

FASB 141(R) (ASC 805)

FASB No. 141(R) – Business Combinations, which is a revision to Statement No. 141, changes the way that acquiring entities will account for business combinations. Some of the more significant changes are that the equity securities issued as consideration will be valued at the date that the acquirer takes control of assets and assumes liabilities of the acquired company (typically would be the date of closing), and that direct costs of the acquisition will be expensed as incurred rather than capitalized. This statement was effective for transactions closing on or after January 1, 2009. Adoption of this standard did not have an impact on the consolidated financial statements but will impact the accounting for future business combinations.

 

 

EITF 99-20-1(ASC 325)

In January of 2009 the FASB issued FASB Staff Position (FSP) EITF 99-20-1, Amendments to the Impairment Guidance of EITF Issue No. 99-20. This FSP amends the impairment guidance in EITF Issue No. 99-20, Recognition of Interest Income and Impairment on Purchased Beneficial interests and Beneficial Interests That Continue to Be Held by a Transferor in Securitized Financial Assets. The FASB believes this guidance will achieve a more consistent determination of whether an other-than-temporary impairment has occurred. The FSP also retains and emphasizes the objective of an other-than-temporary impairment assessment and the related disclosure requirements in ASC 320-10, Investments-Debt and Equity Securities, and other related guidance. The amendment to EITF 99-20 removed the requirement that other-than-temporary impairment be measured using exclusively estimated cash flows expected by market participants, rather than permitting the use of reasonable management judgment of the probability that the holder will be unable to collect all amounts due. The Company has adopted FSP EITF 99-20-1 as of December 31, 2008 and applied its guidance in the determination of other-than-temporary impairment for securities within its scope.

FSP FAS 157-4  (ASC 820)

The FASB has issued FASB Staff Position (FSP) FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. This FSP affirms that the objective of fair value when the market for an asset is not active is the price that would be received to sell the asset in an orderly transaction. The FSP clarifies and includes additional factors for determining whether there has been a significant decrease in market activity for an asset when the market for that asset is not active. The FSP requires an entity to base its conclusion about whether a transaction was not orderly on the weight of the evidence. The FSP includes an example that provides additional explanation on estimating fair value when the market activity for an asset has declined significantly. The FSP requires an entity to disclose a change in valuation technique (and the related inputs) resulting from the application of the FSP and to quantify its effects, if practicable. The FSP applies to all fair value measurements when appropriate.

FSP FAS 157-4 must be applied prospectively and retrospective application is not permitted. FSP FAS 157-4 is effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. An entity early adopting FSP FAS 157-4 must also early adopt FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairment. Adoption of this statement did not have a material impact on the consolidated financial statements.

 

 

FSP FAS 115-2 and FAS 124-2 were adopted as of June 30, 2009. The adoption did impact the presentation of the other-than-temporary impairment in the income statement and substantially increased disclosures in the consolidated financial statements.

FAS 107-1 and APB 28-1 (AC 825)

The FASB has issued FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments. This FSP amends FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments, to require an entity to provide disclosures about fair value of financial instruments in interim financial information. This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in summarized financial information at interim reporting periods. Under this FSP, a publicly traded company shall include disclosures about the fair value of its financial instruments whenever it issues summarized financial information for interim reporting periods. In addition, an entity shall disclose in the body or in the accompanying notes of its summarized financial information for interim reporting periods and in its financial statements for annual reporting periods the fair value of all financial instruments for which it is practicable to estimate that value, whether recognized or not recognized in the statement of financial position, as required by Statement 107.

FSP 107-1 and APB 28-1 were effective for interim periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The impact of this pronouncement was additional fair value disclosures in the footnotes to the interim consolidated financial statements.

 

FAS 166 (ASC 860) is a revision to FAS 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, and will require more information about transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets. FAS 166 also eliminates the concept of a qualifying special-purpose entity, and changes the requirements for derecognizing financial assets and requires additional disclosures.

FAS 167 (ASC 810) is a revision to FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities, and changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance.

Both FAS 166 and FAS 167 will be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. The recognition and measurement provisions of FAS 166 shall be applied to transfers that occur on or after the effective date.

FASB 168 (ASC 105)

In September 2009, the Company adopted the provisions of FASB 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles – a replacement of the FASB 162. The FASB Accounting Standards Codification (“Codification”) has become the source of authoritative US generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants, which include the Company. The Codification supersedes all existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification has therefore become nonauthoritative. The Company does not anticipate the adoption of those standards will have an impact on our consolidated financial statements.

The Company is engaged principally in providing first mortgage and other types of loans to individuals and businesses. The shorter duration of interest-sensitive liabilities indicates that in a rising rate environment the Company is exposed to interest rate risk because liabilities may be re-pricing faster at higher interest rates, thereby reducing the market value of long-term assets and net interest income. In a falling rate environment the market value of long-term assets and net interest income may be increased.

 

Management has the intent to hold loans and has strategies to hedge interest rate risk. Management continues to price long-term fixed rate loan products 25bp’s to 50bp’s above market rates and recently reduced originations of 30 year fixed rate loans. Additionally, management is pricing CD specials in the longer-term products and continues to focus on consumer and commercial loans, checking, savings and money market deposits to manage interest rate risk. Management may periodically decide to sell loans to manage changes in interest rates.

 

The Banks interest rate risk position is currently within the limits established by the Board of Directors.

 

The amortized cost and estimated fair values of securities available-for-sale are as follows:

 

 

 

 

 

 

 

 

The amortized cost and estimated fair values of securities held-to-maturity are as follows:

 

 

 

 

 

Details concerning securities with unrealized losses as of September 30, 2009 are as follows:

 

 

 

 

 

For each private label security, duration of the impairment, credit support and cash flows were assessed to determine whether the security was temporarily or other than temporarily impaired. Management evaluates the actual mortgage delinquencies, foreclosures, and real estate owned for each security, as well as future expected losses in the underlying mortgage collateral to determine if there is a high probability for expected losses and contractual shortfalls of interest or principal, which could warrant recognition of other than temporary impairment. Based upon our evaluation, we have determined that some securities have been other-than-temporarily impaired. Consequently, the value of these securities has been reduced with a corresponding charge to earnings of $936, which represents the credit portion of the loss. The remaining balances of the private label securities have been determined to have sufficient credit support and cash flows to repay the remaining principal of the security.

 

Marketable equity securities contains an unrealized loss of $23 at September 30, 2009, which consists of a unit investment trust that consists of common stock in 25 community banks around the nation and three single issue bank common stocks, typically obtained in a mutual to stock thrift conversion. The current state of the banking industry in general has contributed to the significant short term decline. Due to the short duration of the unrealized losses, the anticipated benefits from the U.S. Government liquidity and capital purchase programs, and the prospects of the companies that we have invested in, it has been determined that the securities are not other than temporarily impaired. Management will continue to monitor the securities and make an impairment adjustment if deemed necessary based upon the prospects for recovery and the duration and severity of the unrealized losses. The Company charged $175 to earnings related to other than temporary impairment for year ending September 30, 2009.

 

 

 

 

 

The Company has 158 investments at September 30, 2008 of which 48 had unrealized losses. These unrealized losses generally result from changes in market interest rates and as a result of the disruption in the existing mortgage securities market due to illiquidity in certain sectors of that market. The unrealized losses associated with investment securities issued by government sponsored enterprises (GSE’s) are caused by changes in interest rates and are not considered credit related since the contractual cash flows of these investments are guaranteed by these agencies. GSE’s have access to additional capital and liquidity resources from the U.S. Treasury, which indicates that they will be able to honor their guarantees, related to the contractual cash flows of the mortgage-backed securities (MBS) that they have issued. In the case of securities issued by the Government National Mortgage Association, the securities are fully secured by the U.S. Government.