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HF Financial 10-Q 2012
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-Q
For the Quarterly Period Ended March 31, 2012
OR
Commission file number 0-19972
HF FINANCIAL CORP. (Exact name of registrant as specified in its charter)
(605) 333-7556 (Registrants telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of April 30, 2012, there were 7,042,471 shares of the registrants common stock outstanding.
Quarterly Report on Form 10-Q
PART I - FINANCIAL INFORMATION
HF FINANCIAL CORP. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Dollars in thousands, except share data)
See accompanying notes to unaudited consolidated financial statements.
HF FINANCIAL CORP. CONSOLIDATED STATEMENTS OF INCOME (Dollars in thousands, except share data) (Unaudited)
See accompanying notes to unaudited consolidated financial statements.
HF FINANCIAL CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands, except share data) (Unaudited)
See accompanying notes to unaudited consolidated financial statements.
HF FINANCIAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED MARCH 31, 2012 AND 2011 (Unaudited)
NOTE 1SELECTED ACCOUNTING POLICIES
Basis of Financial Statement Presentation
The consolidated financial information of HF Financial Corp. (the Company) and its wholly-owned subsidiaries included in this Quarterly Report on Form 10-Q is unaudited. However, in the opinion of management, adjustments (consisting of normal recurring adjustments) necessary for a fair presentation for the interim periods have been included. Results for any interim period are not necessarily indicative of results to be expected for the fiscal year. Interim consolidated financial statements and the notes thereto should be read in conjunction with the consolidated financial statements and notes thereto included in the Companys Annual Report on Form 10-K for the fiscal year ended June 30, 2011 (fiscal 2011), filed with the Securities and Exchange Commission. The accounting and reporting policies of the Company and its subsidiaries conform to accounting principles generally accepted in the United States of America (GAAP) and to general practice within the industry.
The interim consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, Home Federal Bank (the Bank), HF Financial Group, Inc. (HF Group) and HomeFirst Mortgage Corp. (the Mortgage Corp.), and the Banks wholly-owned subsidiaries, Mid America Capital Services, Inc. (Mid America Capital), Hometown Investment Services, Inc. (Hometown), Mid-America Service Corporation and PMD, Inc. The interim consolidated financial statements reflect the deconsolidation of the wholly-owned subsidiary trusts of the Company: HF Financial Capital Trust III (Trust III), HF Financial Capital Trust IV (Trust IV), HF Financial Capital Trust V (Trust V) and HF Financial Capital Trust VI (Trust VI). See Note 11 of Notes to Consolidated Financial Statements. All intercompany balances and transactions have been eliminated in consolidation.
Management has evaluated subsequent events for potential disclosure or recognition through May 4, 2012, the date of the filing of the consolidated financial statements with the Securities and Exchange Commission.
Reclassification
Certain balances in the consolidated financial statements of prior periods have been reclassified to conform to the current periods presentation.
NOTE 2REGULATORY CAPITAL
The following table sets forth the Banks compliance with its minimum capital requirements for a well-capitalized institution at March 31, 2012:
NOTE 3EARNINGS PER COMMON SHARE
Basic earnings per common share is computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Shares
outstanding include the nonvested shares of the Company. See Note 10 Stock-Based Compensation Plans for additional information related to the nonvested share activity. Shares issued during the period and shares reacquired during the period are weighted for the portion of the period they were outstanding. The weighted average number of basic common shares outstanding for the three months ended March 31, 2012 and 2011 was 6,992,886 and 6,978,561, respectively. The weighted average number of basic common shares outstanding for the nine months ended March 31, 2012 and 2011 was 6,979,858 and 6,965,120, respectively.
Dilutive earnings per common share is similar to the computation of basic earnings per common share except the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive options outstanding had been exercised. The weighted average number of common and dilutive potential common shares outstanding for the three months ended March 31, 2012 and 2011 was 6,996,215 and 6,981,533, respectively. The weighted average number of common and dilutive potential common shares outstanding for the nine months ended March 31, 2012 and 2011 was 6,980,280 and 6,966,878, respectively.
NOTE 4INVESTMENTS IN SECURITIES
The amortized cost and fair values of investments in securities, all of which are classified as available for sale according to managements intent, are as follows:
Management has a process to identify securities that could potentially have a credit impairment that is other-than-temporary. This process involves evaluating the length of time and extent to which the fair value has been less than the amortized cost basis, reviewing available information regarding the financial position of the issuer, monitoring the rating of the security, and projecting cash flows. Management also determines if it is more likely than not we will be required to sell the security before the recovery of its amortized cost which, in some cases, may extend to maturity. To the extent we determine that a security is deemed to be other-than-temporarily impaired, an impairment loss is recognized.
For all securities that are considered temporarily impaired, the Company does not intend to sell these securities (has not made a decision to sell) and it is not more likely than not that the Company will be required to sell the security before recovery of its amortized cost, which may occur at maturity. The Company believes that it will collect all principal and interest due on all investments that have amortized cost in excess of fair value that are considered only temporarily impaired.
The following table presents the fair value and age of gross unrealized losses by investment category at March 31, 2012:
The unrealized losses reported for municipal bonds relate to five municipal general obligation or revenue bonds. The unrealized losses are primarily attributed to changes in credit spreads or market interest rate increases since the securities were originally acquired, rather than due to credit or other causes. Management does not believe any individual
unrealized losses as of March 31, 2012 represent an other-than-temporary impairment for these investments. The Company does not have the intent to sell these securities (has not made a decision to sell) and has assessed that it is not more likely than not that the Company will be required to sell these securities before anticipated recovery of amortized cost.
The unrealized losses reported for agency residential mortgage-backed securities relate to 27 securities issued by Federal National Mortgage Association (FNMA), the Government National Mortgage Association (GNMA), or the Federal Home Loan Mortgage Corporation (FHLMC). These unrealized losses are primarily attributable to changes in interest rates and the contractual cash flows of those investments which are guaranteed by an agency of the U.S. government. Management does not believe any of these unrealized losses as of March 31, 2012, represent an other-than-temporary impairment for those investments. The Company does not have the intent to sell these securities (has not made a decision to sell) and has assessed that it is not more likely than not that the Company will be required to sell these securities before anticipated recovery of fair value.
The balance of credit losses on securities held for which a portion of other-than-temporary impairment was recognized in other comprehensive income at the beginning of the fiscal year was $8,000, which was all attributed to FNMA common stock. There were no additional credit losses for which an other-than-temporary impairment was recognized for the nine months ended March 31, 2012.
The composition and maturities of the investment securities portfolio, excluding equity securities, are indicated in the following table:
For the three months ended March 31, 2012, gross proceeds from the securities sold at a gain were $31.7 million, resulting in a gain on sale of securities of $539,000. This compares to gross proceeds of $7.2 million, resulting in a gain on sale of securities of $132,000 for the three months ended March 31, 2011. No securities were sold for a loss during the third quarter of fiscal 2012 or fiscal 2011.
For the nine months ended March 31, 2012, gross proceeds from the securities sold at a gain were $50.6 million, resulting in a gain on sale of securities of $874,000. This compares to gross proceeds of $25.1 million, resulting in a gain on sale of securities of $623,000 for the nine months ended March 31, 2011. No securities were sold for a loss for the first nine months of fiscal 2012 or fiscal 2011.
NOTE 5LOANS AND LEASES RECEIVABLE
Loans and leases receivable by classes within portfolio segments at March 31, 2012 and June 30, 2011, consist of the following:
(1) Includes $2,377 and $2,377 tax exempt leases at March 31, 2012 and June 30, 2011, respectively. (2) Net of undisbursed portion of loans in process and deferred loan fees and discounts.
The following table summarizes the activity in the allowance for loan and lease losses by portfolio segment for the three months ended March 31, 2012 and 2011:
The following table summarizes the activity in the allowance for loan and lease losses by portfolio segment for the nine months ended March 31, 2012 and 2011:
The following tables summarize the related statement balances by portfolio segment at March 31, 2012 and June 30, 2011:
Credit Quality Indicators:
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. For loans other than residential and consumer, the Company analyzes loans individually, by classifying the loans as to credit risk. This analysis includes non-term loans, regardless of balance and term loans with an outstanding balance greater than $100,000. Each loan is reviewed annually, at a minimum. Specific events applicable to the loan may trigger an additional review prior to its scheduled review, if such event is determined to possibly modify the risk classification. The summary of the analysis for the portfolio is calculated on a monthly basis. The Company uses the following definitions for risk ratings:
Pass - Loans classified as pass represent loans that are evaluated and are performing under the stated terms. Pass rated assets are analyzed by the pay capacity, the current net worth, and the value of the loan collateral of the obligor.
Special Mention - Loans classified as special mention possess potential weaknesses that require management attention, but do not yet warrant adverse classification. While the status of a loan put on this list may not technically trigger their classification as Substandard or Doubtful, it is considered a proactive way to identify potential issues and address them before the situation deteriorates further and does result in a loss for the Bank.
Substandard - Loans classified as substandard are inadequately protected by the current net worth, paying capacity of the obligor, or by the collateral pledged. Substandard loans must have a well-defined weakness or weaknesses that jeopardize the repayment of the debt as originally contracted. They are characterized by the distinct possibility that the Bank will sustain a loss if the deficiencies are not corrected.
Doubtful - Loans classified as doubtful have the weaknesses of those classified as Substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. Loans that fall into this class are deemed collateral dependent and an individual impairment analysis is performed on all relationships. Loans in this category are allocated a specific reserve if the estimated discounted cash flows from the loan (or collateral value less cost to sell for collateral dependent loans) do not support the outstanding loan balance or are charged off if deemed uncollectible. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||