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EX-32 - EXHIBIT 32 - St. Joseph Bancorp, Inc.t68688_ex32.htm
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EX-31.1 - EXHIBIT 31.1 - St. Joseph Bancorp, Inc.t68688_ex31-1.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-Q

[X]
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended June 30, 2010
or
[   ]
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the transition period from _______________ to ______________________
 
Commission File Number: 000-53573
 
St. Joseph Bancorp, Inc.
(Exact name of registrant as specified in its charter)
 
Maryland
 
26-3616144
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification Number)
     
1901 Frederick Avenue, St. Joseph, Missouri
 
64501
(Address of Principal Executive Offices)
 
Zip Code

 
(816) 233-5148
(Registrant’s telephone number, including area code)
 
None
(Former Name, Former Address and Former Fiscal Year,
If Changed Since Last Report)
 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  YES [X]   NO [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web
site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorted period that the registrant was required to submit and post such files).
YES [  ]   NO [  ]

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

                                         Large accelerated filer  [   ]     Accelerated filer  [   ]     Non-accelerated filer  [   ]     Smaller reporting company  [X]

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). YES [  ]   NO [X]

As of August 1, 2010, there were issued and outstanding 376,918 shares of the Registrant’s Common Stock.
 
 
 

 
St. Joseph Bancorp, Inc.
Quarterly Report on Form 10-Q
For The Three and Six Months Ended
June 30, 2010


Table of Contents



PART I - FINANCIAL INFORMATION
 
   
     Item 1.  Condensed Consolidated Financial Statements
 
   
                   Condensed Consolidated Balance Sheets at June 30, 2010 (Unaudited)
 
                       and December 31, 2009
3
                   Condensed Consolidated Statements of Operations - For the Three and Six Months
 
                       Ended June 30, 2010 and 2009 (Unaudited)
4
                    Condensed Consolidated Statements of Stockholders’ Equity - For the Six Months
 
                       Ended June 30, 2010 and 2009 (Unaudited)
5
                   Condensed Consolidated Statements of Cash Flows - For the Six Months
 
                       Ended June 30, 2010 and 2009 (Unaudited)
6
                   Notes to Condensed Consolidated Financial Statements (Unaudited)
7
 
 
     Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations
14
     Item 3.    Quantitative and Qualitative Disclosures About Market Risk
19
     Item 4T.  Controls and Procedures
19
   
PART II - OTHER INFORMATION
 
   
                   Items 1 through 6
20
                   Signatures
21

 
2

 

St. Joseph Bancorp, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
June 30, 2010 and December 31, 2009
 
Assets
           
   
June 30, 2010
   
December 31, 2009
 
 
 
(unaudited)
       
             
Cash and due from banks
  $ 1,653,172     $ 1,311,198  
Interest-earning deposits in other institutions
    4,703,702       4,196,227  
Available-for-sale securities
    3,314,958       4,260,289  
Loans, net of allowance for loan losses of $99,000
               
      at June 30, 2010 and $63,500 December 31, 2009
    14,315,681       12,827,709  
Premises and equipment, net
    1,000,620       421,452  
Federal Home Loan Bank Stock, at cost
    26,700       26,200  
Interest receivable
    95,637       82,325  
Prepaid income taxes
    2,877       2,877  
Other
    66,567       112,631  
                 
                              Total assets
  $ 25,179,914     $ 23,240,908  
                 
Liabilities and Stockholders' Equity
               
                 
Liabilities
               
      Deposits:
               
            Savings, NOW and money market
  $ 5,617,744     $ 4,055,699  
            Time
    11,681,669       11,222,929  
                 
                              Total deposits
    17,299,413       15,278,628  
                 
      Advances from borrowers for taxes and insurance
    78,713       23,799  
      Interest payable
    775       1,274  
      Deferred income taxes
    14,732       16,405  
      Other liabilities
    86,864       42,607  
                 
                              Total liabilities
    17,480,497       15,362,713  
                 
Temporary Equity
               
      ESOP shares subject to mandatory redemption
    15,824       10,050  
                 
Stockholders' Equity
               
      Common stock, $.01 par value, 4,000,000 shares
               
            authorized, 376,918 shares issued and outstanding
    3,739       3,739  
      Preferred stock, $.01 par value, 1,000,000 shares authorized,
               
            none issued or outstanding
    -       -  
      Additional paid-in capital
    2,660,273       2,660,021  
      Retained earnings
    4,923,633       5,131,632  
      Accumulated other comprehensive income:
               
              Unrealized gain on available-for-sale securities, net
               
                of income taxes
    95,948       72,753  
                 
                              Total stockholders' equity
    7,683,593       7,868,145  
                 
                              Total liabilities and stockholders' equity
  $ 25,179,914     $ 23,240,908  
                 
See accompanying notes to condensed consolidated financial statements.
         
 
 
3

 
 
St. Joseph Bancorp, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
Three and Six Months Ended June 30, 2010 and 2009
(unaudited)
 
   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2010
   
2009
   
2010
   
2009
 
Interest Income
                       
      Interest and fees on loans
  $ 204,925     $ 167,397     $ 395,281     $ 328,882  
      Available-for-sale securities
    37,674       61,111       76,081       120,023  
      Interest-earning deposits
    25,085       26,560       50,628       56,505  
      Federal Home Loan Bank dividends
    129       55       261       111  
                                 
                  Total interest income
    267,813       255,123       522,251       505,521  
                                 
Interest Expense
                               
      Deposits
    93,916       108,738       186,749       214,758  
                                 
Net Interest Income
    173,897       146,385       335,502       290,763  
                                 
Provision for loan losses
    35,500       9,000       35,500       17,000  
                                 
Net Interest Income After Provision for Loan Losses
    138,397       137,385       300,002       273,763  
                                 
Non-interest Income
                               
      Other
    2,382       1,158       4,136       3,339  
                                 
Non-interest Expense
                               
      Salaries and employee benefits
    139,908       102,644       253,491       207,554  
      Net occupancy expense
    27,061       20,037       46,130       42,479  
      Depreciation
    2,890       2,386       5,487       4,866  
      Legal expense
    16,283       18,370       27,632       19,270  
      Audit fees and exams
    42,523       48,883       93,274       109,639  
      Franchise and special taxes
    7,266       5,885       12,820       11,354  
      Marketing expense
    11,746       11,082       20,387       19,683  
      Other
    35,631       34,059       59,982       49,146  
                                 
                  Total non-interest expense
    283,308       243,346       519,203       463,991  
                                 
Loss Before Income Taxes
    (142,529 )     (104,803 )     (215,065 )     (186,889 )
                                 
Credit for Income Taxes
    (6,844 )     (4,359 )     (7,820 )     (20,734 )
                                 
Net Loss
  $ (135,685 )   $ (100,444 )   $ (207,245 )   $ (166,155 )
                                 
Basic loss per share
  $ (0.39 )   $ (0.29 )   $ (0.60 )   $ (0.48 )
                                 
Basic weighted average shares outstanding
    348,147       346,765       348,021       346,765  
 
 
4

 
St. Joseph Bancorp, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders' Equity
Six Months Ended June 30, 2010 and 2009
(unaudited)
 
                         
Accumulated
       
             
Additional
         
Other
   
Total
 
 
Comprehensive
         
Paid-in
     Retained    
Comprehensive
   
Stockholders'
 
 
Income
   
Common Stock
   
Capital
   
Earnings
   
Income
   
Equity
 
                                   
Balance, January 1, 2009
      $ -     $ -     $ 5,428,846     $ 76,563     $ 5,505,409  
                                             
      Net loss
  (166,155 )     -       -       (166,155 )     -       (166,155 )
                                               
      Change in unrealized appreciation of available-
                                             
            for-sale securities, net of income taxes
                                             
            of $2,457
  5,608       -       -       -       5,608       5,608  
                        Total comprehensive loss
$ (160,547 )                                        
                                               
      Net proceeds from issuance of 376,918 shares
                                             
            of common stock
          3,769       2,961,521       -       -       2,965,290  
                                               
      Acquisition of unearned ESOP shares
          (30 )     (301,500 )     -       -       (301,530 )
                                               
Balance, June 30, 2009
        $ 3,739     $ 2,660,021     $ 5,262,691     $ 82,171     $ 8,008,622  
                                               
Balance, January 1, 2010
        $ 3,739     $ 2,660,021     $ 5,131,632     $ 72,753     $ 7,868,145  
                                               
      Net loss
  (207,245 )     -       -       (207,245 )     -       (207,245 )
                                               
      Change in unrealized appreciation of available-
                                             
            for-sale securities, net of income taxes
                                             
            of $6,147   23,195       -       -       -       23,195       23,195  
                        Total comprehensive loss
$ (184,050 )                                        
                                               
      Change in redemption value of ESOP shares
                                             
            subject to mandatory redemption
          -       -       (754 )     -       (754 )
                                               
      ESOP shares committed for release
          -       252       -       -       252  
                                               
Balance, June 30, 2010
        $ 3,739     $ 2,660,273     $ 4,923,633     $ 95,948     $ 7,683,593  
                                               
See accompanying notes to condensed consolidated financial statements.
 
 
 
5

 
 
St. Joseph Bancorp, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
Six Months Ended June 30, 2010 and 2009
(unaudited)
 
   
June 30, 2010
   
June 30, 2009
 
Operating Activities
           
      Net loss
  $ (207,245 )     (166,155 )
      Adjustments to reconcile net loss to net cash
               
            used in operating activities:
               
                  Depreciation and amortization
    12,122       11,279  
                  Amortization and accretion of securities
    4,930       2,459  
                  Provision for loan losses
    35,500       17,000  
                  Gain on disposal of premises and equipment
    -       (300 )
                  Deferred income taxes
    (7,820 )     8,827  
                  Compensation cost on allocated ESOP shares
    5,272       -  
      Changes in:
               
                  Interest receivable
    (13,312 )     (40,881 )
                  Prepaid income taxes
    -       (29,561 )
                  Other assets
    46,064       39,208  
                  Other liabilities and interest payable
    43,758       10,403  
                 
                        Net cash used in operating activities
    (80,731 )     (147,721 )
                 
Investing Activities
               
      Net increase in loans
    (1,523,108 )     (1,596,192 )
      Purchases of securities
    (517,435 )     (1,519,579 )
      Net proceeds (purchases) of interest-earning deposits
    (507,475 )     41,112  
      Proceeds from maturities and calls of securities
    1,015,000       -  
      Purchases of Federal Home Loan Bank stock
    (500 )     (4,000 )
      Principal reductions of mortgage backed securities
    472,178       553,338  
      Proceeds from disposal of property and equipment
    -       300  
      Purchases of property and equipment
    (591,654 )     (39,433 )
                 
                        Net cash used in investing activities
    (1,652,994 )     (2,564,454 )
                 
Financing Activities
               
      Net increase in savings, NOW
               
            and money market accounts
    1,562,045       220,860  
      Net increase in time deposits
    458,740       1,029,658  
      Net increase in prepaid conversion costs
    -       (300,781 )
      Proceeds from issuance of common stock
    -       1,331,546  
      Net increase in advances from borrowers
               
            for taxes and insurance
    54,914       55,759  
                 
                        Net cash provided by financing activities
    2,075,699       2,337,042  
 
               
Increase (decrease) in Cash and Cash Equivalents
    341,974       (375,133 )
                 
Cash and Cash Equivalents, Beginning of Period
    1,311,198       594,352  
                 
Cash and Cash Equivalents, End of Period
  $ 1,653,172     $ 219,219  
                 
Supplemental Cash Flows Information
               
                 
      Interest paid
  $ 187,248     $ 216,220  
                 
      Income taxes paid
  $ -     $ -  
                 
Non cash transactions:
               
                 
In 2009, conversion costs totaling $803,890 were netted against proceeds from the issuance of common stock. Subscription proceeds deposits of $2,136,104 were also applied to proceeds from common stock issued.
 
                 
In 2009, the Company issued the Employee Stock Ownership Plan (the ESOP) in common stock by providing direct financing of $301,530 to the ESOP.
 
                 
                 
                 
See accompanying notes to condensed consolidated financial statements.
 
 
 
6

 
ST. JOSEPH BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2010
(Unaudited)
 
NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements reflect all adjustments that are, in the opinion of the Company’s management, necessary to fairly present the financial position, results of operations and cash flows for the Company.  These adjustments consist only of normal recurring adjustments.  The condensed consolidated balance sheet of the Company, as of December 31, 2009, has been derived from the audited consolidated balance sheet of the Company as of that date.  Certain information and footnote disclosures, normally included in financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted.  The Company’s Annual Report to shareholders for the year ended December 31, 2009, contains consolidated financial statements and related footnote disclosures which should be read in conjunction with the accompanying consolidated financial statements.  The results of operations for the period ended June 30, 2010 are not necessarily indicative of the operating results for the full year.

On July 9, 2008, Midwest Federal Savings and Loan Association (the Association) approved a plan (the Plan) to convert from a federally-chartered mutual savings association to a federally-chartered stock savings association, subject to approval by its members.  The Plan, which included a formation of a holding company, St. Joseph Bancorp, Inc., (the Company) to own all of the outstanding stock of the Association, was approved by the Office of Thrift Supervision (OTS) and included the filing of a registration statement with the Securities and Exchange Commission, which was declared effective on November 12, 2008.

The Plan called for the common stock of the holding company to be offered to various parties in a subscription offering at a price based on an independent appraisal of the Association, which was determined to be $10 per share. Shares that were not purchased in the subscription offering were offered in a community offering.  The Association may not declare or pay a cash dividend if the effect thereof would cause its net worth to be reduced below either the amount required for the regulatory capital requirements imposed by the OTS.

The conversion has been accounted for in accordance with generally accepted accounting principles.  Accordingly, the condensed consolidated balance sheets as of June 30, 2010 and December 31, 2009, and the condensed consolidated statements of operations and cash flows for the six months ended June 30, 2010 and 2009, are presented as results of the Company and its subsidiaries.

The condensed consolidated financial statements include the accounts of St. Joseph Bancorp, as well as its wholly owned subsidiaries, Midwest Federal Savings and Loan Association, and MFS Financial Services, Inc., an insurance agency, which is currently inactive.  All significant intercompany balances and transactions have been eliminated in consolidation.  The condensed consolidated financial statements have been prepared without audit.  In the opinion of management, all adjustments (including normal recurring adjustments) necessary to present fairly the Company’s consolidated financial position, results of operations and changes in cash flows have been made.

The Company operates in a highly regulated environment and is subject to extensive regulation, supervision and examination.  Applicable laws and regulations may change, and there is no assurance that such changes will not adversely affect the Company’s business.  Such regulation and supervision govern the activities in which an institution may engage and are intended primarily for the protection of the Association, its depositors and the FDIC.  Regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including but not limited to the imposition of restrictions on the operation of an institution, the classification of assets by the institution and the adequacy of an institution’s allowance for loan losses.  Any change in such regulation and oversight, whether in the form of restrictions on activities, regulatory policy, regulations, or legislation, including but not limited to changes in the regulations governing banks, could have a material impact on the Company’s operations.  In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act was recently signed into law by the President.  The effect of this new law on the banking industry and on the Company is uncertain at the present time given that many of the changes will be implemented through regulatory rules that have yet to be proposed or adopted.

 
7

 
 
ST. JOSEPH BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2010
(Unaudited)
NOTE 2 – FORMATION OF HOLDING COMPANY AND CONVERSION

On January 30, 2009, the Company became the holding company for the Association upon the Association’s conversion from a federally chartered mutual savings association to a federally chartered capital stock savings association.  The conversion was accomplished through the sale and issuance by the Company of 376,918 shares of common stock at $10 a share.  Proceeds from the sale of common stock, net of expenses incurred of $803,890, were $2,965,290.  This does not include $301,530 related to shares held by the Association’s Employee Stock Ownership Plan (ESOP).


NOTE 3 – EMPLOYEE STOCK OWNERSHIP PLAN

In connection with the conversion to an entity owned by stockholders, the Association established an ESOP for the exclusive benefit of eligible employees (all salaried employees who have completed at least 1,000 hours of service in a twelve-month period and have attained the age of 21).  The ESOP borrowed funds from the Company in an amount sufficient to purchase 30,153 shares (approximately 8% of the common stock issued in the stock offering).  The loan is secured by the shares purchased and will be repaid by the ESOP with funds from contributions made by the Association and dividends received by the ESOP.  Contributions will be applied to repay interest on the loan first, then the remainder will be applied to principal.  The loan is expected to be repaid over a period of up to 30 years.  Shares purchased with the loan proceeds are held in a suspense account for allocation among participants as the loan is repaid.  Contributions to the ESOP and shares released from the suspense account are allocated among participants in proportion to their compensation, relative to total compensation of all active participants.  Participants will vest in their accrued benefits under the employee stock ownership plan at the rate of 20 percent per year.  Vesting is accelerated upon retirement, death or disability of the participant, or a change in control of the Association.  Forfeitures will be reallocated to remaining plan participants.  Benefits may be payable upon retirement, death, disability, separation from service, or termination of the ESOP.

The debt of the ESOP is eliminated in consolidation.  Contributions to the ESOP shall be sufficient to pay principal and interest currently due under the loan agreement.  As shares are committed to be released from collateral, the Company reports compensation expense equal to the average market price of the shares for the respective period, and the shares become outstanding for earnings per share computations.  Dividends on unallocated ESOP shares are recorded as a reduction of debt and accrued interest.  ESOP compensation expense was $5,272 and $-0- for the six months ended June 30, 2010 and 2009, respectively.

A summary of ESOP shares at June 30, 2010 is as follows:

Released shares
    1,005  
Shares committed for release
    502  
Unreleased shares
    28,646  
         
Total
    30,153  
         
Fair value of unreleased shares
  $ 300,783  

The Company is obligated, at the option of each beneficiary, to repurchase shares of the ESOP at its current fair market value, upon the beneficiary’s termination or after retirement (“put right”).  The put right feature makes the stock mandatorily redeemable.  Since the redemption feature is not within the sole control of the Company, this obligation has been classified outside of permanent equity, and included within the caption temporary equity on the balance sheet.  The Company accounts for this obligation based on the maximum cash obligation, which is based on the fair value of the underlying equity securities.  At June 30, 2010, the fair value as estimated by an independent third party of the 1,507 shares released and committed for release, held by the ESOP, is $15,824.
 
 
8

 
ST. JOSEPH BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2010
(Unaudited)
NOTE 4 – CURRENT ACCOUNTING DEVELOPMENTS

On December 23, 2009, the FASB issued guidance which modifies certain aspects contained in the Transfers and Servicing topic of FASB ASC 860.  This standard enhances information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets.  This standard was effective for the Company as of January 1, 2010 with adoption applied prospectively for transfers that occur on or after that date. The adoption of this standard did not have a material impact on its financial position or results of operations.

In January 2010, the FASB issued guidance which modifies certain aspects contained in the Fair Value Measurements and Disclosure topic of FAS ASC 820.  This standard enhances information reported to users of the financial statements by providing additional and enhanced disclosures about the fair value measurements.  This standard was effective for the Company as of January 1, 2010, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements, which will be effective on January 1, 2011.  The adoption of this standard did not have a material impact on the Company’s financial position or results of operations.

In July 2010, the FASB issued Accounting Standards Update 2010-20, Disclosure about the Credit Quality of Financing Receivables and the Allowance for Credit Losses.  This new guidance will increase disclosures made about the credit quality of loans and the allowance for credit losses.  The disclosures will provide additional information about the nature of credit risk inherent in the Company’s loans, how credit risk is analyzed and assessed, and the reasons for the change in the allowance for loan losses.  The requirements will be effective for the Company’s year ending December 31, 2010.  Upon adoption, management does not anticipate that this standard will have a material impact on the Company’s consolidated financial statements.


NOTE 5 – EARNINGS (LOSS) PER SHARE

Earnings (loss) per share amount is based on the weighted average number of shares outstanding for the period and the net income (loss) applicable to common stockholders.  There were no outstanding shares of common stock until the conversion on January 30, 2009.  ESOP shares are excluded from shares outstanding until they have been committed to be released.

The following table presents a reconciliation of basic earnings per share to diluted earnings per share for the periods indicated.

   
Three Months
Ended
   
Three Months
Ended
   
Six Months
Ended
   
Six Months
Ended
 
   
6/30/10
   
6/30/09
   
6/30/10
   
6/30/09
 
                         
Net loss
  $ (135,685 )   $ (100,444 )   $ (207,245 )   $ (166,155 )
Change in redemption value of ESOP
                               
shares subject to mandatory redemption
    (126 )     -       (754 )     -  
Net loss
  $ (135,811 )   $ (100,444 )   $ (207,999 )   $ (166,155 )
                                 
Average common shares outstanding
    348,147       346,765       348,021       346,765  
Average common share stock options
                               
outstanding
    -       -       -       -  
Average diluted common shares
    348,147       346,765       348,021       346,765  
                                 
Loss per share:
                               
Basic
  $ (0.39 )   $ (0.29 )   $ (0.60 )   $ (0.48 )
Diluted
    (0.39 )     (0.29 )     (0.60 )     (0.48 )

 
9

 
ST. JOSEPH BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2010
(Unaudited)


NOTE 6 – AVAILABLE-FOR-SALE SECURITIES

The amortized cost of available-for-sale securities and their estimated fair values are summarized below:
 
   
Amortized Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Estimated
Fair Value
 
June 30, 2010:
                       
                         
U.S. Government agencies
  $ 1,527,707     $ 41,091     $ -     $ 1,568,798  
Municipal securities
    80,000       501       -       80,501  
Mortgage-backed securities
    1,585,896       79,763       -       1,665,659  
                                 
    $ 3,193,603     $ 121,355     $ -     $ 3,314,958  
                                 
   
Amortized Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Estimated
Fair Value
 
December 31, 2009:
                               
                                 
U.S. Government agencies
  $ 2,014,241     $ 21,482     $ -     $ 2,035,723  
Municipal securities
    95,000       1,850       -       96,850  
Mortgage-backed securities
    2,059,037       68,679       -       2,127,716  
                                 
    $ 4,168,278     $ 92,011     $ -     $ 4,260,289  

All mortgage-backed securities at June 30, 2010 and December 31, 2009 relate to residential mortgages, and were issued by government-sponsored enterprises.
 
Interest receivable for investments totaled $44,786 and $42,718 at June 30, 2010 and December 31, 2009, respectively.
 
The amortized cost and fair value of available-for-sale securities at June 30, 2010, by contractual maturity, are shown below.  Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.
 
   
Amortized
Cost
                        
Fair
Value
 
             
Within one year
  $ 80,000     $ 80,501  
One to five years
    1,527,707       1,568,798  
Mortgage-backed securities
    1,585,896       1,665,659  
                 
                     Totals
  $ 3,193,603     $ 3,314,958  

Certain investments in debt securities may be reported in the condensed consolidated financial statements at an amount less than their historical cost.  There were no unrealized losses at June 30, 2010 or December 31, 2009.

 
10

 
ST. JOSEPH BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2010
(Unaudited)

NOTE 7 – FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  It also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.  There are three levels of inputs that may be used to measure fair value:

 
Level 1:
Inputs to the valuation methodology are quoted prices, unadjusted, for identical assets or liabilities in active markets.  A quoted price in an active market provides the most reliable evidence of fair value and shall be used to measure fair value whenever available.
 
 
Level 2:
Inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets; inputs to the valuation methodology include quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs to the valuation methodology that are derived principally from or can be corroborated by observable market data by correlation or other means.
 
 
Level 3
Inputs to the valuation methodology are unobservable and significant to the fair value measurements.  Level 3 assets and liabilities include financial instruments whose value is determined using discounted cash flow methodologies, as well as instruments for which the determination of fair value requires significant management judgment or estimation.
 
The following tables present the balances of assets measured at fair value on a recurring basis by level at June 30, 2010 and December 31, 2009:
 
         
Quoted Prices in
   
Significant
       
         
Active Markets
   
Other
   
Significant
 
         
For Identical
   
Observable
   
Unobservable
 
Description
 
Total
   
Assets (Level 1)
   
Inputs (Level 2)
   
Inputs (Level 3)
 
June 30, 2010
                       
                                      
U.S. Government agencies
  $ 1,568,798     $ -     $ 1,568,798     $ -  
                                 
Municipal securities
    80,501       -       80,501          -  
                                    
Mortgage-backed securities
    1,665,659       -       1,665,659       -  
                                 
Total
  $ 3,314,958        $ -     $ 3,314,958     $ -  

December 31, 2009
                       
                                      
U.S. Government agencies
  $ 2,035,723        $ -        $ 2,035,723        $ -  
                                 
Municipal securities
    96,850       -       96,850       -  
                                 
Mortgage-backed securities
    2,127,716       -       2,127,716       -  
                                 
Total
  $ 4,260,289     $ -     $ 4,260,289     $ -  

 
11

 
ST. JOSEPH BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2010
(Unaudited)
 
NOTE 7 – FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

Securities available-for-sale are recorded at fair value on a recurring basis.  Fair value measurement is based upon quoted prices, if available.  If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the securities credit rating, prepaying assumptions and other factors such as credit loss assumptions.  Level 2 securities include U.S. government agency securities, mortgage-backed securities (including pools and collateralized mortgage obligations), municipal bonds, and corporate-debt securities.  There were no transfers between level one and two classifications.  The Company’s policy is to recognize transfers in and transfers out as of the actual date of the event or change in circumstances that caused the transfer.

The Company had no significant assets measured at fair value on a non-recurring basis at June 30, 2010 or December 31, 2009.
 
The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheets at amounts other than fair value:
 
 
Cash and Due From Banks, Interest-earning Deposits and Federal Home Loan Bank Stock
 
The carrying amount approximates fair value.
 
 
Loans and Interest Receivable
 
The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.  Loans with similar characteristics were aggregated for purposes of the calculations.  The carrying amount of accrued interest approximates its fair value.
 
 
Deposits and Interest Payable
 
Deposits include savings accounts, NOW accounts and certain money market deposits.  The carrying amount approximates fair value.  The fair value of fixed-maturity time deposits is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits of similar remaining maturities.  The carrying amount of interest payable approximates its fair value.
 
 
Advances From Borrowers for Taxes and Insurance
 
The carrying amount approximates fair value.
 
 
12

 
ST. JOSEPH BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2010
(Unaudited)
 
NOTE 7 – FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

 
The following table presents estimated fair values of the Company’s financial instruments at June 30, 2010 and December 31, 2009 and includes financial instruments that are not accounted for at fair value:
 
   
June 30, 2010
   
December 31, 2009
 
   
Carrying
Amount
   
Fair Value
   
Carrying
Amount
   
Fair Value
 
Financial assets
                       
Cash and due from banks
  $ 1,653,172     $ 1,653,172     $ 1,311,198     $ 1,311,198  
    Interest-earning deposits
    4,703,702       4,703,702       4,196,227       4,196,227  
    Loans, net of allowance for loan losses
    14,315,681       14,567,196       12,827,709       12,952,930  
    Federal Home Loan Bank Stock
    26,700       26,700       26,200       26,200  
    Interest receivable
    95,637       95,637       82,325       82,325  
                         
Financial liabilities
                       
    Deposits
    17,299,413       17,585,420       15,278,628       15,482,658  
    Advances from borrowers for taxes and insurance
    78,713       78,713       23,799       23,799  
    Interest payable
    775       775       1,274       1,274  
 
NOTE 8 – SUBSEQUENT EVENTS

On July 1, 2010, the Association opened an additional branch office located in St. Joseph, Missouri.  The purchase price of the property was $538,000.  The Association did not acquire deposits or loans as part of this transaction.
 
 
13

 

 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Forward-Looking Statements
 
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about anticipated operating and financial performance, such as loan originations, operating efficiencies, loan sales, charge-offs and loan loss provision, growth opportunities, interest rates and deposit growth. Words such as “may,” “could,” “should,” “would,” “will,” ”will likely result,” ”believe,” ”expect,” ”plan,” ”will continue,” ”is anticipated,” ”estimate,” ”intend,” ”project,” and similar expressions are intended to identify these forward-looking statements.  We wish to caution readers not to place undue reliance on any such forward-looking statements, each of which speaks only as of the date made. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings than those presently anticipated or projected.
 
Critical Accounting Policies
 
In reviewing and understanding financial information for the Company, you are encouraged to read and understand the significant accounting policies used in preparing our consolidated financial statements.  The accounting and financial reporting policies of the Company conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry.  Accordingly, the financial statements require certain estimates, judgments, and assumptions, which are believed to be reasonable, based upon the information available.  These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the periods presented.  The following accounting policy comprises those that management believes are the most critical to aid in fully understanding and evaluating our reported financial results.  This policy requires numerous estimates or economic assumptions that may prove inaccurate or may be subject to variations, which may significantly affect our reported results and financial condition for the period or in future periods.
 
The Company’s critical accounting policy involving the more significant judgments and assumptions used in the preparation of the condensed consolidated financial statements as of June 30, 2010 has remained unchanged from December 31, 2009.  This policy relates to the allowance for loan losses.  This critical accounting policy is incorporated by reference under Item 8 “Financial Statements and Supplementary Data” in the Annual Report on Form 10-K for the year ended December 31, 2009.
 
Comparison of Financial Condition at June 30, 2010 and December 31, 2009
 
Total assets increased $1.9 million, or 8.3%, to $25.2 million at June 30, 2010 from $23.2 million at December 31, 2009.  The increase was primarily the result of an increase in loans.
 
Net loans receivable increased by $1.5 million, or 11.6%, to $14.3 million at June 30, 2010 from $12.8 million at December 31, 2009. One- to four-family residential real estate loans increased $942,000, or 8.1%, to $12.5 million at June 30, 2010 from $11.6 million at December 31, 2009. Real estate construction loans increased $88,000, or 43.9%, to $287,000 at June 30, 2010 from $200,000 at December 31, 2009.  Home equity lines of credit increased $51,000, or 111.7% to $96,000 at June 30, 2010 from $46,000 at December 31, 2009.  Commercial loans increased to $500,000 at June 30, 2010 from $-0- at December 31, 2009.  Other types of loans decreased a net amount of $57,000 from December 31, 2009 to June 30, 2010.  The net increase during this period reflected a continued emphasis in growing our loan portfolio in our market area.
 
Our allowance for loan losses totaled $99,000 at June 30, 2010 and $63,500 at December 31, 2009.  At June 30, 2010, our allowance for loan losses totaled 0.69% of total loans.  Management will continue to monitor the allowance for loan losses as economic conditions and our performance dictate.  Although we maintain our allowance for loan losses at a level which we consider to be adequate to provide for potential losses, there can be no assurance that future losses will not exceed estimated amounts or that additional provisions for loan losses will not be required in future periods.
 
 
14

 
 
Available-for-sale securities decreased $945,000, or 22.2%, to $3.3 million at June 30, 2010 from $4.3 million at December 31, 2009.  The decrease was the result of purchases in the amount of $517,000 and an increase of $29,000 in fair value offset by $5,000 in amortization, $750,000 in called securities, $250,000 in maturities and $472,000 in principal reductions on mortgage back securities.
 
Premises and equipment increased $579,000, or 137.4%, to $1 million at June 30, 2010 from $421,000 at December 31, 2009.  This increase was a result of the purchase of an additional branch office located in St. Joseph, Missouri.
 
Deposits increased $2.0 million, or 13.2%, to $17.3 million at June 30, 2010 from $15.3 million at December 31, 2009.  This increase was due to savings deposits increasing $1.5 million, or 38.5%, to $5.6 million at June 30, 2010 from $4.1 million at December 31, 2009.  Time deposits increased $459,000, or 4.1%, to $11.7 million at June 30, 2010 from $11.2 million at December 31, 2009.  The increase in deposits resulted primarily from a more aggressive marketing campaign, competitive short-term savings rates offered during the period, and from calls to existing and potential clients requesting their business.
 
Total stockholders’ equity decreased $185,000 to $7.7 million at June 30, 2010 from $7.9 million at December 31, 2009.  This decrease was primarily due to a net loss in the amount of $207,000 for the six months ended June 30, 2010 offset by a net change in unrealized appreciation of available-for-sale securities of $23,000.
 
Comparison of Operating Results for the Six Months Ended June 30, 2010 and June 30, 2009
 
General. Net loss increased $41,000 to $(207,000) for the six months ended June 30, 2010 from $(166,000) for the six months ended June 30, 2009.  The primary reasons for the increase were a $55,000 increase in non-interest expense, the credit for income taxes decreasing $13,000, and a $19,000 increase in provision for loan losses offset by interest income increasing $17,000, interest expense decreasing $28,000, and non-interest income increasing $1,000.
 
Interest Income. Interest income increased $17,000, or 3.3%, to $522,000 for the six months ended June 30, 2010 from $506,000 for the six months ended June 30, 2009.  The increase in interest income resulted from a $66,000 increase in interest income and fees on loans offset by a $44,000 decrease in interest income on available-for-sale securities and a $5,000 decrease in interest income on interest-earning deposits.
 
Interest income and fees on loans increased $66,000, or 20.2%, to $395,000 for the six months ended June 30, 2010 from $329,000 for the six months ended June 30, 2009.  The average balance of loans increased $2.6 million, or 24.8%, to $13.3 million for the six months ended June 30, 2010 from $10.7 million for the six months ended June 30, 2009.  In addition, the average yield decreased to 5.81% for the six months ended June 30, 2010 from 6.02% for the six months ended June 30, 2009.  The increase in the average balance of loans resulted primarily from increases in one- to four-family residential loans and increases in commercial loans.
 
Interest income on available-for-sale securities decreased $44,000, or 36.6% to $76,000 for the six months ended June 30, 2010 from $120,000 for the six months ended June 30, 2009.  The average balance of investment securities decreased $1.5 million, or 26.8%, to $4.1 million for the six months ended June 30, 2010 from $5.6 million for the six months ended June 30, 2009.  In addition, the average yield on the available-for-sale securities portfolio decreased to 3.73% for the six months ended June 30, 2010 from 4.30% for the six months ended June 30, 2009.
 
Interest income on interest-earning deposits decreased $5,000, or 10.4%, to $51,000 for the six months ended June 30, 2010 from $56,000 for the six months ended June 30, 2009.  The average balance of interest-earning deposits increased $369,000, or 6.8%, to $5.8 million for the six months ended June 30, 2010 from $5.5 million for the six months ended June 30, 2009.  In addition, the average yield on interest-earning deposits decreased to 1.75% for the six months ended June 30, 2010 from 2.09% for the six months ended June 30, 2009.

 
 
15

 
 
           Interest Expense. Interest expense decreased $28,000, or 13.0%, to $187,000 for the six months ended June 30, 2010 from $215,000 for the six months ended June 30, 2009.  The decrease in interest expense on interest-bearing deposits was due to a decrease in rates.  The average rate paid on interest-bearing deposits decreased 78 basis points to 2.30% for the six months ended June 30, 2010 from 3.08% for the six months ended June 30, 2009.  We experienced increases in the average balances of savings accounts and the NOW account categories and a small decrease in certificates of deposit.  There was a $1.6 million, or 11.0%, increase in the average balance of interest-bearing deposits to $16.2 million for the six months ended June 30, 2010 from $14.6 million for the six months ended June 30, 2009.  The increase in deposits resulted primarily from a more aggressive marketing campaign, competitive short-term savings rates offered during the period, and from calls to existing and potential clients requesting their business.
 
Provision for Loan Losses.  The provision for loan losses is evaluated on a regular basis by our management and is based upon management’s 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 economic conditions.  The provision for loan losses was $36,000 for the six months ended June 30, 2010 and $17,000 for the six months ended June 30, 2009.  There were no non-performing loans, loans delinquent 60 days or more, charge-offs or recoveries during the six months ended June 30, 2010 or 2009.
 
Recent weakness in economic conditions have had a severe impact on nationwide housing and financial markets, and the financial services industry in general.  Continuation of these trends could adversely affect the local housing, construction and banking industries, and weaken the local economy.  If borrowers are negatively affected by future adverse economic conditions, our non-performing assets may increase.  The allowance for loan losses as a percentage of total loans was 0.69% and 0.49% at June 30, 2010 and December 31, 2009, respectively.  We used the same methodology in calculating the provision for loan losses during each of the six months ended June 30, 2010 and June 30, 2009.  The provision for loan losses increased primarily due to the Association engaging in a new line of commercial lending including one unsecured commercial loan of $500,000.
 
Non-interest Income.  Non-interest income was $4,000 for the six months ended June 30, 2010 as compared to $3,000 for the six months ended June 30, 2009.
 
Non-interest Expense.  Non-interest expense increased $55,000 or 11.9% to $519,000 for the six months ended June 30, 2010 from $464,000 for the six months ended June 30, 2009.  Compensation and benefits expense increased $46,000 to $253,000 for the six months ended June 30, 2010 from $208,000 for the six months ended June 30, 2009 due to increased staffing and ESOP expense.  Audit fees and exams expense decreased $16,000 to $93,000 for the six months ended June 30, 2010 from $110,000 for the six months ended June 30, 2009.  Net occupancy expense increased $4,000 to $46,000 for the six months ended June 30, 2010 from $42,000 for the six months ended June 30, 2009 due to increased expenses resulting from the purchase of an additional branch office.  Legal expense increased $8,000 to $28,000 for the six months ended June 30, 2010 from $19,000 for the six months ended June 30, 2009 primarily due to fees related to being a public company.  Franchise and special taxes increased $2,000 to $13,000 for the six months ended June 30, 2010 from $11,000 for the six months ended June 30, 2009 due to increased staffing. Other expense increased $11,000 to $60,000 for the six months ended June 30, 2010 from $49,000 for the six months ended June 30, 2009 primarily due to increased FDIC assessments and increased miscellaneous operating expenses.
 
Income Tax Expense (Benefit).  The credit for income taxes decreased by $13,000 to $(8,000) for the six months ended June 30, 2010 from $(21,000) for the six months ended June 30, 2009.
 
Comparison of Operating Results for the Three Months Ended June 30, 2010 and June 30, 2009
 
General.  Net loss increased $35,000 to $(136,000) for the three months ended June 30, 2010 from $(100,000) for the three months ended June 30, 2009.  The primary reasons for the increase were a $40,000 increase in non-interest expense and a $27,000 increase in provision for loan losses partially offset by interest income increasing $13,000 and a decrease in interest expense by $15,000 and the credit for income taxes increasing $2,000.
 
 
16

 
 
Interest Income.  Interest income increased $13,000, or 5.0%, to $268,000 for the three months ended June 30, 2010 from $255,000 for the three months ended June 30, 2009.  The increase in interest income resulted from a $38,000 increase in interest income and fees on loans offset by a $23,000 decrease in interest income on available-for-sale securities and a $2,000 decrease in interest income on interest-earning deposits.
 
Interest income and fees on loans increased $38,000, or 22.4%, to $205,000 for the three months ended June 30, 2010 from $167,000 for the three months ended June 30, 2009.  The average balance of loans increased $2.5 million, or 22.7%, to $13.7 million for the three months ended June 30, 2010 from $11.1 million for the three months ended June 30, 2009.  The average yield was 5.82% for the three months ended June 30, 2010 and June 30, 2009.  The increase in the average balance of loans resulted primarily from increases in one- to four-family residential loans and increases in commercial loans.
 
Interest income on available-for-sale securities decreased $23,000, or 38.4%, to $38,000 for the three months ended June 30, 2010 from $61,000 for the three months ended June 30, 2009.  The average balance of investment securities decreased $1.9 million, or 32.0%, to $4.1 million for the three months ended June 30, 2010 from $6.0 million for the three months ended June 30, 2009.  In addition, the average yield on the available-for-sale securities portfolio decreased to 3.70% for the three months ended June 30, 2010 from 4.24% for the three months ended June 30, 2009.
 
Interest income on interest-earning deposits decreased $2,000, or 5.9%, to $25,000 for the three months ended June 30, 2010 from $27,000 for the three months ended June 30, 2009.  The average balance of interest-earning deposits increased $469,000, or 8.8%, to $5.8 million for the three months ended June 30, 2010 from 5.3 million for the three months ended June 30, 2009.  In addition, the average yield on interest-earning deposits decreased to 1.73% for the three months ended June 30, 2010 from 2.03% for the three months ended June 30, 2009.
 
Interest Expense.  Interest expense decreased $15,000, or 13.6%, to $94,000 for the three months ended June 30, 2010 from $109,000 for the three months ended June 30, 2009.  The average rate paid on interest-bearing deposits decreased 65 basis points to 2.25% for the three months ended June 30, 2010 from 2.90% for the three months ended June 30, 2009.  We experienced increases in the average balances of savings accounts and NOW accounts and a small decrease in certificates of deposit.  There was a $1.5 million, or 10.2%, increase in the average balance of interest-bearing deposits to $16.7 million for the three months ended June 30, 2010 from $15.2 million for the three months ended June 30, 2009.  The increase in deposits resulted primarily from a more aggressive marketing campaign, competitive short-term savings rates offered during the period, and from calls to existing and potential clients requesting their business.
 
Provision for Loan Losses.  The provision for loan losses was $36,000 for the three months ended June 30, 2010 and $9,000 for the three months ended June 30, 2009.  The provision for loan losses increased primarily due to the Association engaging in a new line of commercial lending including one unsecured commercial loan of $500,000.  There were no non-performing loans, loans delinquent 60 days or more, charge-offs or recoveries during the three months ended June 30, 2010 or 2009.
 
 The allowance for loan losses as a percentage of total loans was 0.69% and 0.33% at June 30, 2010 and June 30, 2009, respectively.  We used the same methodology in calculating the provision for loan losses during each of the three months ended June 30, 2010 and June 30, 2009.
 
Non-interest Expense.  Non-interest expense increased $40,000, or 16.4%, to $283,000 for the three months ended June 30, 2010 from $243,000 for the three months ended June 30, 2009.  Compensation and benefits expense increased $37,000 to $140,000 for the three months ended June 30, 2010 from $103,000 for the three months ended June 30, 2009 due to increased staffing and ESOP expense.  Audit fees and expenses decreased $6,000 to $43,000 for the three months ended June 30, 2010 from $49,000 for the three months ended June 30, 2009.  Net occupancy expense increased $7,000 to $27,000 for the three months ended June 30, 2010 from $20,000 for the three months ended June 30, 2009 due to increased expenses resulting from the purchase of an additional branch office.
 
 
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Income Tax Expense (Benefit).  The provision (credit) for income taxes increased by $3,000 to $(7,000) for the three months ended June 30, 2010 from $(4,000) for the three months ended June 30, 2009.
 
Liquidity and Capital Resources
 
Liquidity is the ability to meet current and future financial obligations of a short-term nature.  Our primary sources of funds consist of deposit inflows, loan repayments and maturities of securities.  In addition, we have the ability to borrow funds from the Federal Home Loan Bank of Des Moines.  While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.
 
Our Board of Directors is responsible for establishing and monitoring our liquidity targets and strategies in order to ensure that sufficient liquidity exists for meeting the borrowing needs and deposit withdrawals of our customers, as well as unanticipated contingencies.  We believe that we have enough sources of liquidity to satisfy our short- and long-term liquidity needs as of June 30, 2010.
 
We regularly monitor and adjust our investments in liquid assets based upon our assessment of: (1) expected loan demand; (2) expected deposit flows; (3) yields available on interest-earning deposits and securities; and (4) the objectives of our asset/liability management program.  Excess liquid assets are invested generally in interest-earning deposits and short- and intermediate-term securities.
 
Our most liquid assets are cash and cash equivalents and interest-earning deposits in other institutions.  The levels of these assets are dependent on our operating, financing, lending and investing activities during any given period.  At June 30, 2010, cash and cash equivalents totaled $1.7 million and interest-earning deposits in other institutions totaled $4.7 million.  Securities classified as available-for-sale, which provide additional sources of liquidity, totaled $3.3 million at June 30, 2010.  On June 30, 2010, we had no outstanding borrowings from the Federal Home Loan Bank of Des Moines.  We have the ability to borrow from the Federal Home Loan Bank of Des Moines, although we have not currently established any credit lines.
 
At June 30, 2010 and December 31, 2009, we had no loan commitments outstanding.  In addition, at June 30, 2010 we had unused lines-of-credit to borrowers totaling $409,000.  At December 31, 2009, we had unused lines-of-credit to borrowers totaling $153,000.  Certificates of deposit due within one year of June 30, 2010 totaled $3.5 million, or 20.2% of total deposits.  If these deposits do not remain with us, we will be required to seek other sources of funds, including other deposits and Federal Home Loan Bank advances.  Depending on market conditions, we may be required to pay higher rates on such deposits or borrowings than we currently pay on the certificates of deposit due on or before June 30, 2011.  We believe, however, based on past experience, that a significant portion of such deposits will remain with us.  We have the ability to attract and retain deposits by adjusting the interest rates offered.
 
Our primary investing activities are originating loans, and purchasing interest-earning deposits and securities.  During the six months ended June 30, 2010 and 2009, we originated $2.5 million and $2.6 million, respectively, of loans.  During the six months ended June 30, 2010 and 2009, we had net proceeds (purchases) of interest-earning deposits totaling $(507,000) and $41,000, respectively.  During those periods, we had net decreases in securities of $945,000 and net increases in securities of $971,000, respectively.
 
Financing activities consist primarily of activity in deposit accounts.  We experienced a net increase in total deposits of $2.0 million for the six months ended June 30, 2010, and a net decrease in total deposits of $886,000 for the six months ended June 30, 2009.  The 2010 increase in deposits resulted primarily from a more aggressive marketing campaign, competitive short-term savings rates offered during the period, and from calls to existing and potential clients requesting their business.  The 2009 decrease was due to subscription proceeds held by the Association at December 31, 2008, that were applied to proceeds from common stock issued on January 30, 2009.
 
 
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The Company is subject to various regulatory capital requirements, including a risk-based capital measure.  The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories.  At June 30, 2010 and December 31, 2009, the Company and the Association exceeded all regulatory capital requirements.  The Company and the Association are considered “well capitalized” under regulatory guidelines.
 
The net proceeds from the stock offering significantly increased our liquidity and capital resources.  Over time, the initial level of liquidity will likely be reduced as net proceeds from the stock offering are used for general corporate purposes, including the funding of loans.
 
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
   
 
There have been no material changes in the quantitative and qualitative information about market risk from the information provided in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.
   
Item 4T.
Controls and Procedures
   
(a)
Evaluation of disclosure controls and procedures.
   
 
Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this quarterly report. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of the end of the period covered by this quarterly report, our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
   
(b)
Changes in internal control over financial reporting.
   
 
There were no changes made in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


 
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PART II – OTHER INFORMATION
Item 1.
Legal Proceedings
   
 
St. Joseph Bancorp, Inc. and Midwest Federal Savings and Loan Association are subject to various legal actions arising in the normal course of business.  At June 30, 2010, we were not involved in any legal proceedings, the outcome of which we believe to be material to our financial condition or results of operations.
   
Item 1A.
Risk Factors
   
 
Not applicable to a smaller reporting company.
   
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
   
 
None
   
Item 3.
Defaults Upon Senior Securities
   
 
None
   
Item 4.
[Reserved]
   
Item 5.
Other Information
   
 
None
   
Item 6.
Exhibits
   
Exhibit 31.1
Certification of Chief Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002
   
Exhibit 31.2
Certification of Chief Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002
   
Exhibit 32
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of Sarbanes-Oxley Act of 2002

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

      ST. JOSEPH BANCORP, INC.  
      Registrant  
       
Date:  August 16, 2010
 
By:  /s/ Ralph E. Schank  
    President and Chief Executive Officer  
    (Principal Executive and Financial Officer)  
       
 
 
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