qa63010.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 10-Q/A
Amendment No. 1

[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: 001-33795
 
HOME FEDERAL BANCORP, INC.

(Exact name of registrant as specified in its charter)
 
Maryland 68-0666697
(State or other jurisdiction of incorporation  
or organization)
(I.R.S. Employer
Identification Number)
   
500 12th Avenue South, Nampa, Idaho
83651
        (Address of principal executive offices)   (Zip Code) 
 
  Registrant’s telephone number, including area code:    (208) 466-4634  
                                                                                                          

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 (§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 [   ] 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.
 
Large accelerated filer                                 [   ]      Accelerated filer                                        [X] 
Non-accelerated filer                                   [   ]    Smaller reporting company                      [   ] 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [   ] No [X]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  Common Stock, $.01 par value per share, 16,687,760 shares outstanding as of August 6, 2010.


 
 

 

 
Explanatory Note

Home Federal Bancorp, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A to amend its Quarterly Report on Form 10-Q as of and for the quarter ended June 30, 2010 that was originally filed with the Securities and Exchange Commission on August 9, 2010 (“Form 10-Q”).  The Company is filing this Amendment No. 1 to Part I- Financial Information –Item 1 Financial Statements to provide additional disclosure about the Company’s processes and procedures related to its troubled debt restructurings and impaired loans on page 14.

No other changes have been made to the Form 10-Q.  This Form 10-Q/A speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update the Company's financial condition or results of operations disclosed in the Form 10-Q.





 
Item 1. Financial Statements
 
HOME FEDERAL BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data) (Unaudited)
June 30,
 2010
 
September 30,
2009
       
ASSETS
     
Cash and due from depository institutions
$161,735
 
$  46,783
Federal funds sold
8,500
 
3,170
        Cash and cash equivalents
170,235
 
49,953
Investment securities available for sale, at fair value
163,650
 
169,320
Loans held for sale
2,494
 
862
Loans receivable, net of allowance for loan losses of  $17,872
     
and $28,735
456,879
 
510,629
Accrued interest receivable
2,330
 
2,781
Property and equipment, net
27,122
 
20,462
Bank owned life insurance
12,330
 
12,014
Federal Home Loan Bank of Seattle (“FHLB”) stock, at cost
10,326
 
10,326
Real estate and other property owned
12,308
 
18,391
FDIC indemnification receivable, net
7,607
 
30,038
Other assets
3,941
 
3,123
TOTAL ASSETS
$869,222
 
$827,899
       
LIABILITIES AND STOCKHOLDERS’ EQUITY
     
LIABILITIES
     
Deposit accounts:
     
Noninterest-bearing demand deposits
$  70,718
 
$  68,155
Interest-bearing demand deposits
225,128
 
176,049
Savings deposits
51,304
 
41,757
Certificates of deposit
227,729
 
228,897
    Total deposit accounts
574,879
 
514,858
Advances by borrowers for taxes and insurance
518
 
1,132
Interest payable
560
 
553
FHLB advances and other borrowings
73,536
 
84,737
Deferred compensation
5,395
 
5,260
Deferred tax liability, net
2,714
 
5,571
Other liabilities
5,788
 
6,123
Total liabilities
663,390
 
618,234 
       
STOCKHOLDERS’ EQUITY
     
Serial preferred stock, $.01 par value; 10,000,000 authorized;
     
Issued and outstanding, none
-
 
-
Common stock, $.01 par value; 90,000,000 authorized;
     
Issued and outstanding:
     
17,460,311 issued, 16,687,760 outstanding June 30, 2010
     
17,445,311 issued, 16,698,168 outstanding September 30, 2009
167
 
167
Additional paid-in capital
152,272
 
150,782
Retained earnings
58,019
 
64,483
    Unearned shares issued to employee stock ownership plan
(8,917)
 
(9,699)
Accumulated other comprehensive income
4,291
 
3,932
Total stockholders’ equity
205,832
 
209,665
       
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$869,222
 
$827,899
       

See accompanying notes.


 

 

HOME FEDERAL BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share data) (Unaudited)
Three Months Ended
 June 30,
   
Nine Months Ended
 June 30,
 
 
2010
   
2009
   
2010
   
2009
 
Interest and dividend income:
                     
Loans, including fees
$6,918
   
$ 6,418
   
$21,054
   
$20,337
 
Investment securities
1,479
   
1,983
   
4,831
   
6,311
 
Other interest and dividends
104
   
9
   
240
   
20
 
Total interest and dividend income
8,501
   
8,410
   
26,125
   
26,668
 
Interest expense:
                     
Deposits
1,781
   
1,629
   
5,129
   
5,389
 
FHLB advances and other borrowings
792
   
1,068
   
2,385
   
3,861
 
Total interest expense
2,573
   
2,697
   
7,514
   
9,250
 
Net interest income
5,928 
   
5,713 
   
18,611 
   
17,418
 
Provision for loan losses
3,300 
   
3,450 
   
6,375 
   
8,085
 
Net interest income after provision for loan losses
2,628
   
2,263
   
12,236
   
9,333
 
Noninterest income:
                     
Service charges and fees
2,325
   
2,008
   
6,735
   
6,009
 
Gain on sale of loans
125
   
416
   
433
   
1,013
 
    Increase in cash surrender value of bank owned life insurance
105
   
107
   
316
   
317
 
Other, net
341
   
80
   
756
   
78
 
Total noninterest income
2,896
   
2,611
   
8,240
   
7,417
 
Noninterest expense:
                     
Compensation and benefits
4,660
   
3,594
   
13,966
   
10,948
 
Occupancy and equipment
979
   
804
   
3,023
   
2,303
 
Data processing
929
   
654
   
2,526
   
1,773
 
Advertising
233
   
211
   
775
   
656
 
Postage and supplies
173
   
126
   
516
   
409
 
Professional services
391
   
236
   
1,375
   
870
 
Insurance and taxes
423
   
783
   
1,461
   
1,244
 
Provision for losses on real estate and other property owned
418
   
367
   
2,509
   
528
 
Other
462
   
239
   
1,160
   
888
 
Total noninterest expense
8,668
   
7,014
   
27,311
   
19,619
 
Loss before income taxes
(3,144
 
(2,014
 
(6,835
 
(2,869
Income tax benefit
(1,203
 
(894
 
(2,654
 
(1,298
           Loss before extraordinary item
(1,941
 
  (1,246
 
(4,181
 
  (1,571
Extraordinary gain on acquisition, less income taxes of $195
-
   
-
   
305
   
-
 
           Net loss
$(1,941
 
$   (1,246
 
$   (3,876
 
$    (1,571
                       
Loss per common share before extraordinary item:
                     
Basic
$   (0.12
 
$   (0.08
 
$   (0.27
 
$   (0.10
Diluted
(0.12
 
(0.08
 
(0.27
 
(0.10
Loss per common share after extraordinary item:
                     
Basic
$   (0.12
 
$   (0.08
 
$   (0.25
 
$   (0.10
Diluted
(0.12
 
(0.08
 
(0.25
 
(0.10
Weighted average number of shares outstanding:
                     
Basic
15,543,199 
   
 15,352,714
   
 15,491,203
   
15,742,102
 
Diluted
15,543,199
   
 15,352,714
   
15,491,203
   
15,742,102
 
                       
Dividends declared per share:
$    0.055
   
$    0.055
   
$    0.165
   
$    0.165
 
 
See accompanying notes.


 
4

 

HOME FEDERAL BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY AND COMPREHENSIVE
INCOME (LOSS)
(In thousands, except share data) (Unaudited)
 
 
Common Stock
Additional
 Paid-In Capital
Retained
Earnings
Unearned Shares
Issued to
Employee
Stock
   Ownership
Plan
(“ESOP”)
Accumulated
Other
Comprehensive
Income (Loss)
Total
Shares
 
Amount
Balance at September 30, 2008
17,374,161
 
$174     
    $157,205 
$59,813 
$(10,605)
$  (1,400)
$205,187 
Restricted stock issued, net of forfeitures
159,115
 
2     
(2)
     
ESOP shares committed to be released
     
                 63 
 
906 
 
969 
Exercise of stock options
32,862
   
               353 
     
353 
Share-based compensation
     
           1,088 
     
1,088 
    Treasury shares purchased
 
(867,970
 
(9)    
 
        (7,888)
     
(7,897)
Dividends paid
       ($0.220 per share)
       
(3,456)
   
  (3,456)
    Tax adjustment from equity compensation plans
     
 
(37)
     
 
         (37)
Comprehensive income:
               
       Loss before extraordinary item
       
(7,165)
   
(7,165)
Extraordinary gain, net of tax
       
15,291 
   
15,291 
 
Other comprehensive income:
               
  Change in unrealized  holding
     gain on securities available for
     sale, net of  taxes of $3,473
           
5,210 
5,210 
  Adjustment for realized losses, net of
     taxes of $81
           
   122 
122 
Comprehensive income
             
13,458 
Balance at September 30, 2009
 
16,698,168
 
    
167      
 
150,782 
 
64,483 
 
(9,699)
3,932
209,665 
Restricted stock forfeited, net of new issuance
 
(25,408
 
(70)
     
(70)
ESOP shares committed to be released
     
351 
 
782 
 
1,133 
Exercise of stock options
 
15,000
   
161 
     
161 
Share-based compensation
     
1,032 
     
1,032 
Tax adjustment from equity compensation plans
     
 
16 
     
16 
Dividends paid
       ($0.165 per share)
       
(2,588)
   
(2,588)
Comprehensive income:
               
       Loss before extraordinary item
       
(4,181)
   
(4,181)
Extraordinary gain, net of tax
       
 
305 
   
 
305 
Other comprehensive income:
               
   Change in unrealized holding
      gain on securities available for
      sale, net of  taxes of $225
           
359
359
Comprehensive loss
             
(3,517)
Balance at June 30, 2010
16,687,760
 
$167      
$152,272 
$58,019 
$   (8,917)
$  4,291 
$205,832 

See accompanying notes.

 
5

 
HOME FEDERAL BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
Nine Months Ended
 June 30,
 
 
2010
 
2009
 
 
CASH FLOWS FROM OPERATING ACTIVITIES:
       
Net loss
$    (3,876
$    (1,571
Adjustments to reconcile net loss to cash provided by operating activities:
       
Depreciation and amortization
1,541
 
1,294
 
Net amortization of premiums and discounts on investments
336
 
9
 
(Gain) Loss on sale of fixed assets and repossessed assets
(161
82
 
Gain on sale of securities available for sale
-
 
(51
ESOP shares committed to be released
1,133
 
691
 
Share-based compensation
962
 
730
 
Provision for loan losses
6,375
 
8,085
 
Provision for losses on real estate and other property owned
2,509
 
552
 
Accrued deferred compensation expense, net
135
 
28
 
Net deferred loan fees
(58
(77
Deferred income tax benefit
(3,082
(2,598
Net gain on sale of loans
(433
(1,013
Proceeds from sale of loans held for sale
19,239
 
56,151
 
Originations of loans held for sale
(20,439
(57,371
Net decrease in value of mortgage servicing rights
-
 
105
 
Increase in cash surrender value of bank owned life insurance
(316
(316
Change in assets and liabilities:
       
Interest receivable
451
 
472
 
Other assets
2,135
 
368
 
Interest payable
7
 
(182
Other liabilities
(319
154
 
Net cash provided by operating activities
6,139
 
5,542
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
       
Proceeds from repayments of mortgage-backed securities available for sale
30,298
 
26,931
 
Proceeds from sales of mortgage-backed securities available for sale
2,637
 
1,203
 
Purchases of mortgage-backed securities available for sale
(16,388
(2,734
Purchase of securities available for sale
(19,128
-
 
Proceeds from maturities and calls of securities available for sale
8,500
 
-
 
Maturity of certificate of deposit
-
 
5,000
 
Sale of mortgage servicing rights
-
 
1,602
 
Reimbursement of loan losses under loss share agreement
19,455
 
-
 
Purchases of property and equipment
(8,229
(3,088
Net decrease in loans
39,990
 
23,910
 
Proceeds from sale of fixed assets and real estate and other property owned
11,229
 
1,090
 
Net cash provided by investing activities
68,364
 
53,914
 
         
CASH FLOWS FROM FINANCING ACTIVITIES:
       
Net increase in deposits
60,021
 
3,071
 
Net decrease in advances by borrowers for taxes and insurance
(614
(797
Proceeds from FHLB advances
-
 
18,000
 
Repayment of FHLB advances
(15,390
(67,582
Net proceeds from other borrowings
4,189
 
1,501
 
Proceeds from exercise of stock options
161
 
353
 
Repurchases of common stock
-
 
(7,895
Dividends paid
(2,588
(2,599
Net cash provided (used) by financing activities
45,779
 
(55,948
 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
120,282
 
(3,508
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
49,953
 
23,270
 
CASH AND CASH EQUIVALENTS, END OF PERIOD
$170,235
 
$   26,778
 
         
(Continued)
 
 
See accompanying notes.

 
 
6

 
 
HOME FEDERAL BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(In thousands) (Unaudited)
Nine Months Ended
 June 30,
 
2010
 
2009
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     
Cash paid during the period for:
     
Interest
$7,507
 
$9,433 
           Taxes
430
 
2,545
       
NONCASH INVESTING AND FINANCING ACTIVITIES:
     
Acquisition of real estate and other assets in settlement of loans
$11,045
 
$9,682 
Fair value adjustment to securities available for sale, net of taxes
359
 
3,804
 
 
See accompanying notes.




 
 

 
7

 
HOME FEDERAL BANCORP, INC. AND SUBSIDIARY
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1 - Basis of Presentation

The consolidated financial statements presented in this quarterly report include the accounts of Home Federal Bancorp, Inc., a Maryland corporation (the “Company”), and its wholly-owned subsidiary, Home Federal Bank (the “Bank”), which is headquartered in Nampa, Idaho. The financial statements of the Company have been prepared in conformity with U.S. generally accepted accounting principles for interim financial information and are unaudited. All significant intercompany transactions and balances have been eliminated. In the opinion of the Company’s management, all adjustments consisting of normal recurring adjustments necessary for a fair presentation of the financial condition and results of operations for the interim periods included herein have been made. Operating results for the nine month period ended June 30, 2010, are not necessarily indicative of the results that may be expected for the year ending September 30, 2010.

Certain information and note disclosures normally included in the Company’s annual consolidated financial statements have been condensed or omitted. Therefore, these consolidated financial statements and notes thereto should be read in conjunction with the audited financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2009 (“2009 Form 10-K”), filed with the Securities and Exchange Commission (“SEC”) on December 14, 2009.

Note 2 - Critical Accounting Estimates and Related Accounting Policies

The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect amounts reported in the consolidated financial statements. Changes in these estimates and assumptions are considered reasonably possible and may have a material impact on the consolidated financial statements, and thus actual results could differ from the amounts reported and disclosed herein. The Company considers the allowance for loan losses, loans acquired with deteriorated credit quality, the indemnification asset due from the Federal Deposit Insurance Corporation (“FDIC”), deferred income taxes and valuation of real estate owned to be critical accounting estimates.

Allowance for loan losses. Management recognizes that losses may occur over the life of a loan and that the allowance for loan losses must be maintained at a level necessary to absorb specific losses on impaired loans and probable, incurred losses inherent in the loan portfolio. The allowance is increased by the provision for loan losses, which is charged against current period operating results and decreased by the amount of actual loan charge-offs, net of recoveries. Management assesses the allowance for loan losses on a quarterly basis by analyzing several factors including delinquency rates, charge-off rates and the changing risk profile of the Bank’s loan portfolio, as well as local economic conditions such as unemployment rates, bankruptcies, real estate values and vacancy rates of business and residential properties.

The Company believes that the accounting estimate related to the allowance for loan losses is a critical accounting estimate because it is highly susceptible to change from period to period, requiring management to make assumptions about probable incurred losses inherent in the loan portfolio at the balance sheet date. The impact of a sudden large loss could deplete the allowance and require increased provisions to replenish the allowance, which would negatively affect earnings.

The Company’s methodology for analyzing the allowance for loan losses consists of specific allocations on significant individual credits and a general allowance amount, including a range of loss estimates. The specific allowance component is determined when management believes that the collectibility of an individually reviewed loan has been impaired and a loss is probable. The general allowance component takes into consideration probable, incurred losses that are inherent within the loan portfolio but have not been specifically identified. The general allowance is determined by applying historical loss percentages to various types of loans with similar characteristics and classified loans that are not analyzed specifically. Adjustments are made to historical loss percentages to reflect current economic and internal factors that may increase or decrease those historical loss percentages such as changes
 
 
 
8

 
 in underwriting standards and unemployment rates. As a result of the imprecision in calculating inherent and incurred losses, a range is estimated for the general allowance to provide an allowance for loan losses that is adequate to cover losses that may arise as a result of changing economic conditions and other qualitative factors that may alter historical loss experience.
 
Loans Acquired with Deteriorated Credit Quality. Accounting Standards Codification Topic (“ASC”) 310-30 applies to a loan with evidence of deterioration of credit quality since origination, acquired by completion of a transfer for which it is probable, at acquisition, that the investor will be unable to collect all contractually required payments receivable. For loans accounted for under ASC 310-30, management determined the value of the loan portfolio based on work provided by an appraiser. Factors considered in the valuation were the type of loan and related collateral, projected cash flows for the loans, which was primarily the liquidation value of the collateral, the classification status of the loan and current discount rates. At June 30, 2010, a majority of these loans were valued based on the estimated fair value of the underlying collateral. Amounts related to the ASC 310-30 loans are estimates and are highly subjective.

FDIC Indemnification Asset. On August 7, 2009, the Bank entered into a purchase and assumption agreement with the FDIC to acquire certain assets and assume certain liabilities of a failed financial institution. The loans, foreclosed real estate and other repossessed property purchased are covered by a loss sharing agreement between the FDIC and the Bank that provides the Bank significant protection against losses on these covered assets. Under this agreement, the FDIC will reimburse the Bank for 80% of the first $34.0 million of losses. The FDIC will reimburse the Bank for 95% of realized losses that exceed $34.0 million. Realized losses covered by the loss sharing agreement include loan contractual balances (and related unfunded commitments that were acquired), accrued interest on loans for up to 90 days, the book value of foreclosed real estate acquired, and certain direct costs, less cash or other consideration received by the Bank. This agreement extends for ten years for one-to-four family real estate loans and for five years for other loans.

Management has estimated the amount of losses inherent in the covered assets purchased in the acquisition and the amounts that would be receivable from the FDIC upon a loss event. The Bank cannot submit claims of loss until certain events occur, as defined under the purchase and assumption agreement. As such, the value of the indemnification asset is subject to a high degree of uncertainty and estimation as to the timing of the losses and subsequent recovery of a portion of those losses under the loss sharing agreement.

For additional information regarding the acquisition described above, see Note 3 to the Consolidated Financial Statements.  Subsequent to June 30, 2010, the Bank entered into another FDIC-assisted acquisition with loss share.  See Note 10 to the Consolidated Financial Statements.

Deferred income taxes. Deferred income taxes are computed using the asset and liability approach as prescribed by ASC 740. Under this method, a deferred tax asset or liability is determined based on the currently enacted tax rates applicable to the period in which the differences between the financial statement carrying amounts and tax basis of the existing assets and liabilities are expected to be reported in the Company’s income tax returns.

Real Estate Owned. Real estate properties acquired through, or in lieu of, loan foreclosure (“REO”) are initially recorded at the lesser of the outstanding loan balance or the fair value at the date of foreclosure minus estimated costs to sell. Any valuation adjustments required at the time of foreclosure are charged to the allowance for loan losses. After foreclosure, the properties are carried at the lower of carrying value or fair value less estimated costs to sell. Any subsequent valuation adjustments, operating expenses or income, and gains and losses on disposition of such properties are recognized in current operations and could adversely affect our financial condition and profitability.

Note 3 – Acquisition of Community First Bank

On August 7, 2009, the Bank entered into a purchase and assumption agreement with loss share with the FDIC to assume all of the deposits (excluding nearly all brokered deposits) and liabilities and to purchase certain assets of Community First Bank, a full service commercial bank, headquartered in Prineville, Oregon (the “Acquisition”). The Bank assumed approximately $142.8 million of deposits through the Acquisition. Additionally, the Bank purchased approximately $142.3 million in loans and $12.9 million of real estate and other repossessed assets
 
9

subject to the loss share agreement on covered assets as described above in Note 2. The Bank also purchased cash and cash equivalents and investment securities of Community First Bank valued at $37.7 million at the date of the Acquisition, and assumed $18.3 million in Federal Home Loan Bank advances and other borrowings. The Company accounts for the Bank’s loss sharing agreement with the FDIC as an indemnification asset. The transaction did not generate any goodwill.

Note 4 - Earnings (Loss) Per Share

The Company has granted stock compensation awards with non-forfeitable dividend rights, which are considered participating securities. As such, earnings per share (“EPS”) is computed using the two-class method as required by ASC 260-10-45. Basic earnings per common share is computed by dividing net income allocated to common stock by the weighted average number of common shares outstanding during the period which excludes the participating securities. Diluted earnings per common share includes the dilutive effect of additional potential common shares from stock compensation awards, but excludes awards considered participating securities. ESOP shares are not considered outstanding for earnings per share purposes until they are committed to be released.

The following table presents the computation of basic and diluted loss per share for the periods indicated:
 
   
Three Months Ended
 June 30,
   
Nine Months Ended
 June 30,
 
   
2010
   
2009
   
2010
   
2009
 
   
(in thousands, except share and per share data)
 
Net loss
  $ (1,941 )   $ (1,246 )   $ (3,876 )   $ (1,571 )
Allocated to participating securities
    26       16       60       22  
Net loss allocated to common shareholders
    (1,915 )     (1,230 )     (3,816 )     (1,549 )
Extraordinary gain, net of taxes
    -       -       305       -  
Net loss allocated to common stock before
       extraordinary gain
  $ (1,915 )   $ (1,230 )   $ (4,121 )   $ (1,549 )
                                 
Weighted average common shares
          outstanding, including shares considered
          participating securities
    15,754,145       15,556,198       15,734,164       15,981,920  
Less:  Average participating securities
    (210,946 )     (203,484 )     (242,961 )     (239,818 )
Weighted average shares
    15,543,199       15,352,714       15,491,203       15,742,102  
Net effect of dilutive restricted stock
    -       -       -       -  
Weighted average shares and common stock
          equivalents
    15,543,199       15,352,714       15,491,203       15,742,102  
Basic loss per common share before
          extraordinary item
  $ (0.12 )   $ (0.08 )   $ (0.27 )   $ (0.10 )
Basic loss per common share after
          extraordinary item
    (0.12 )     (0.08 )     (0.25 )     (0.10 )
Diluted loss per common share before
          extraordinary item
    (0.12 )     (0.08 )     (0.27 )     (0.10 )
Diluted loss per common share after
          extraordinary item
    (0.12 )     (0.08 )     (0.25 )     (0.10 )
                                 
Options excluded from the calculation due to
   their anti-dilutive effect on EPS
    873,324       946,364       873,324       946,364  


 
10

 
Note 5 - Investment securities
 
Investment securities available for sale consisted of the following at the dates indicated:
 
   
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Fair
 Value
 
   
(in thousands)
 
June 30, 2010
                       
Obligations of U.S. Government-
  sponsored enterprises (“GSE”)
  $ 13,142     $ 101     $ (6 )   $ 13,237  
Obligations of states and political
        subdivisions
    1,516       22       (7 )     1,531  
Mortgage-backed securities, GSE-issued
    141,368       7,226       (169 )     148,425  
Mortgage-backed securities, private label
    487       -       (30 )     457  
Total
  $ 156,513     $ 7,349     $ (212 )   $ 163,650  
                                 
September 30, 2009
     
Obligations of U.S. GSE
  $ 4,089     $ 42     $ (4 )   $ 4,127  
Mortgage-backed securities, GSE-issued
    158,065       6,529       -       164,594  
Mortgage-backed securities, private label
    612       -       (13 )     599  
      Total
  $ 162,766     $ 6,571     $ (17 )   $ 169,320  

Mortgage-backed securities are comprised of fixed and variable-rate residential mortgages.

The fair value of impaired securities, the amount of unrealized losses and the length of time these unrealized losses existed for the periods indicated were as follows:
 
   
Less than 12 months
   
12 months or longer
   
Total
 
   
Fair
Value
   
Unrealized
Losses
   
Fair
Value
   
Unrealized
Losses
   
Fair
Value
   
Unrealized
Losses
 
   
(in thousands)
 
June 30, 2010
                                   
Obligations of U.S. GSE
  $ 1,011     $ (6 )   $ -     $ -     $ 1,011     $ (6 )
Obligations of states and
    political subdivisions
  $ 762     $ (7 )   $ -     $ -     $ 762     $ (7 )
Mortgage-backed
    securities, GSE-issued
    7,246       (169 )     -       -       7,246       (169 )
Mortgage-backed
    securities, private label
    456       (30 )     -       -       456       (30 )
    $ 9,475     $ (212 )   $ -     $ -     $ 9,475     $ (212 )
                                                 
September 30, 2009
                                               
Obligations of U.S. GSE
  $ 2,015     $ (4 )   $ -     $ -     $ 2,015     $ (4 )
Mortgage-backed
    securities, GSE-issued
    -       -       -       -       -       -  
Mortgage-backed
    securities, private label
    -       -       599       (13 )     599       (13 )
    $ 2,015     $ (4 )   $ 599     $ (13 )   $ 2,614     $ (17 )

Management has evaluated these securities and has determined that the decline in fair value is not other than temporary. These securities have contractual maturity dates and management believes it is reasonably probable that principal and interest balances on these securities will be collected based on the performance, underwriting, credit support and vintage of the loans underlying the securities. However, continued deteriorating economic conditions
 
 
11

 
may result in degradation in the performance of the loans underlying these securities in the future. The Company has the ability and intent to hold these securities for a reasonable period of time for a forecasted recovery of the amortized cost. The Company does not intend to sell these securities and it is not likely that the Company would be required to sell securities in an unrealized position before recovery of its cost basis.

As of June 30, 2010, and September 30, 2009, the Bank pledged investment securities for the following obligations:

   
June 30, 2010
   
September 30, 2009
 
   
Amortized
Cost
   
Fair
 Value
   
Amortized
Cost
   
Fair
 Value
 
   
(in thousands)
 
FHLB borrowings
  $ 54,398     $ 57,888     $ 66,104     $ 68,900  
Treasury, tax and loan funds at the Federal Reserve Bank
    4,073       4,340       4,523       4,767  
Repurchase agreements
    7,394       7,890       3,338       3,459  
Deposits of municipalities and pubic units
    18,280       19,358       5,074       5,354  
Total
  $ 84,145     $ 89,476     $ 79,039     $ 82,480  

Note 6 - Loans Receivable

Loans receivable are summarized by collateral type as follows:
 
   
June 30, 2010
   
September 30, 2009
 
   
Balance
   
Percent
of Total
   
Balance
   
Percent
 of Total
 
   
(dollars in thousands)
 
Real estate:
                       
One-to-four family residential
  $ 152,636       32.10 %   $ 178,311       33.01 %
Multi-family residential
    12,789       2.69       16,286       3.01  
Commercial
    204,674       43.03       213,471       39.52  
Total real estate
    370,099       77.82       408,068       75.54  
                                 
Real estate construction:
                               
One- to four-family residential
    7,647       1.61       10,871       2.01  
Multi-family residential
    4,351       0.91       10,417       1.93  
Commercial and land development
    22,996       4.84       27,144       5.02  
Total real estate construction
    34,994       7.36       48,432       8.96  
                                 
Consumer:
                               
Home equity
    48,502       10.20       53,368       9.88  
Automobile
    1,774       0.37       2,364       0.44  
Other consumer
    2,607       0.55       3,734       0.69  
Total consumer
    52,883       11.12       59,466       11.01  
                                 
Commercial business
    17,575       3.70       24,256       4.49  
Gross loans
    475,551       100.00 %     540,222       100.00 %
                                 
Deferred loan fees
    (800 )             (858 )        
Allowance for loan losses
    (17,872 )             (28,735 )        
Loans receivable, net
  $ 456,879             $ 510,629          

 
12

 

Note 7 – Allowance for Loan Losses

Activity in the allowance for loan losses for the three and nine month periods ended June 30, 2010 and 2009, was as follows:

   
Three Months Ended
June 30,
   
Nine Months Ended
June 30,
 
   
2010
   
2009
   
2010
   
2009
 
   
(in thousands)
 
                         
Beginning balance
  $ 27,779     $ 7,333     $ 28,735     $ 4,579  
Provision for loan losses
    3,300       3,450       6,375       8,085  
Losses on loans charged-off
    (4,127 )     (2,616 )     (8,312 )     (4,524 )
Recoveries on loans charged-off
    130       99       284       126  
Adjustment to original purchase accounting
    (9,210 )     -       (9,210 )     -  
Ending balance
  $ 17,872     $ 8,266     $ 17,872     $ 8,266  

Statement of Financial Accounting Standards No. 141 permits an allocation period for the identification and valuation of assets and liabilities acquired in a business combination. The identification and reclassification of loans subject to ASC 310-30 was also included in the allocation period review. The following table summarizes as of September 30, 2009, loans originally identified under the scope of ASC 310-30 and loans subsequently identified under the scope of 310-30 during the allocation period. Balances have been reclassified to match current loan classifications:
 
As of September 30, 2009
Loans originally reported under ASC
310-30
   
Additional loans identified under ASC
310-30
 
                                                            (in thousands)
 
Balance
 
Discount
 
Additional Adjustments
 
Estimated
Fair Value
   
Balance
 
Discount
 
Estimated
Fair Value
Acquisition, development and
      construction loans
$11,446  
 
$(3,980)  
 
 
$(2,801)  
 
$    4,665  
   
 
$    4,759
 
 
$(1,351)  
 
 
$    3,408  
Commercial real estate loans
16,481  
 
(5,507)  
 
(483)  
 
  10,491  
   
  9,491
 
(1,535)  
 
7,956  
One-to-four family loans
8,017  
 
(2,997)  
 
(100)  
 
4,920  
   
225
 
(191)  
 
34  
Other loans
4,529  
 
(1,766)  
 
(1,280)  
 
1,483  
   
734
 
(640)  
 
 94  
Ending balance
$40,473  
 
$(14,250)  
 
$(4,664)  
 
$21,559  
   
$15,209
 
$(3,717)  
 
$11,492  

 
 
 
13

 
The following table summarizes impaired loans at June 30, 2010, and September 30, 2009:

   
June 30,
2010
   
September 30,
2009
 
   
(in thousands)
 
Impaired loans with related specific allowance
  $ 16,300     $ 7,131  
Impaired loans with no related allowance
    9,943       6,657  
Total impaired loans
  $ 26,243     $ 13,788  
                 
Specific allowance on impaired loans
  $ 5,710     $ 1,516  
 
A loan is considered impaired when, based upon currently known information, it is deemed probable that the Company will be unable to collect all amounts due as scheduled according to the original terms of the agreement.  Impaired loans are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of collateral, if the loan is collateral dependent. Estimated probable losses on non-homogenous loans (generally commercial real estate and acquisitions and land development loans) in the organic loan portfolio that are subject to ASC 310-10-35 impairment are allocated specific allowances. Therefore, impaired loans in our organic portfolio that are reported without a specific allowance are reported as such due to collateral or cash flow sufficiency, as applicable. Estimated probable losses on non-homogeneous loans that are covered under the loss share agreement with the FDIC are charged down and a specific allowance is not allocated to those loans. Impaired loans related to the Community First Bank acquisition includes loans whose credit quality has deteriorated since the acquisition date. Impaired loans without a specific allowance in our organic and acquired loan portfolios totaled $4.7 million and $5.2 million at June 30, 2010, respectively. Partial charge offs on impaired loans in our acquired loan portfolio reduced outstanding balances by $153,000 at June 30, 2010.

The Company's internal process used to assess whether a modification should be reported and accounted for as a troubled debt restructuring includes an assessment of the borrower's payment history, considering whether the borrower is in financial difficulty, whether a concession has been granted, and whether it is likely the borrower will be able to perform under the modified terms. Rate reductions below market rate, extensions of the loan maturity date that would not otherwise be considered, and deferrals or forgiveness of principal or interest are examples of modifications that are concessions. Acquisition, development and construction loans that have interest-only or interest reserve structures are reviewed at least quarterly and are reported as nonperforming or impaired loans prior to their maturity date if doubt exists as to the collectability of contractual principal or interest prior to that time. Evidence of impairment on such loans could include construction cost overruns, deterioration of guarantor strength and slowdown in sales activity.

Modifications to loans not accounted for as troubled debt restructurings totaled $3.4 million at June 30, 2010. Approximately $2.5 million of those modifications resided in the covered loan portfolio of Community First Bank and $850,000 in the organic loan portfolio. These loans were not considered to be troubled debt restructurings because the borrower was not under financial difficulty at the time of the modification or extension. Extensions are made at market rates as evidenced by comparison to newly originated loans of generally comparable credit quality and structure. Troubled debt restructurings totaled $7.0 million and $4.7 million at June 30, 2010 and September 30, 2009, respectively.
 
Note 8 – Fair Value Measurement

ASC 820 defines fair value, establishes a consistent framework for measuring fair value and expands disclosure requirements about fair value measurements.  The Company attempts to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.  Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions.
 
 
14


The following table summarized the Company’s financial assets that were measured at fair value on a recurring basis at June 30, 2010 and September 30, 2009:

                         
   
Total
   
Level 1
   
Level 2
   
Level 3
 
   
(in thousands)
 
June 30, 2010
                       
Obligations of U.S. Government-sponsored enterprises (“GSE”)
  $ 13,237        -     $ 13,237        -  
Obligations of states and political subdivisions
    1,531        -       1,531        -  
Mortgage-backed securities, GSE issued
    148,425       -       148,425       -  
Mortgage-backed securities, private label
    457               457          
                                 
September 30, 2009
                               
Obligations of U.S. GSE
  $ 4,127       -     $ 4,127       -  
Mortgage-backed securities, GSE issued
    164,594       -       164,594       -  
Mortgage-backed securities, private label
    599               599          

Additionally, certain assets are measured at fair value on a non-recurring basis.  These adjustments to fair value generally result from the application of lower-of-cost-or-market accounting or write-downs of individual assets due to impairment.

The following table summarizes the Company’s financial assets that were measured at fair value on a non-recurring basis at June 30, 2010 and September 30, 2009:

                         
   
Total
   
Level 1
   
Level 2
   
Level 3
 
   
(in thousands)
 
June 30, 2010
                       
Impaired loans
  $ 10,590     $ -     $ -     $ 10,590  
Real estate owned
    9,595       -       -       9,595  
                                 
September 30, 2009
                               
Impaired loans
  $ 5,699     $ -     $ -     $ 5,699  
Real estate owned
    11,781       -       -       11,781  

Impaired loans, which are measured for impairment using the fair value of the collateral at June 30, 2010, had a carrying amount of $16.3 million, net of specific valuation allowances totaling $5.7 million.  The impact on earnings as a result of write-downs to REO was $418,000 and $367,000 for the three months ended June 30, 2010 and 2009 and $2.5 million and $528,000 for the nine months ended June 30, 2010 and 2009.
 
The specific valuation allowance required a provision of $3.3 million and $1.6 million during the quarters ended June 30, 2010 and June 30, 2009, respectively, and a provision of $5.7 million and $2.6 million for the nine month periods ended June 30, 2010, and June 30, 2009, respectively.
 
A loan is considered impaired when, based upon currently known information, it is deemed probable that the Company will be unable to collect all amounts due as scheduled according to the original terms of the agreement.  Impaired loans are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or, as a practical expedient, based on the loan’s observable market price or the fair value of collateral, if the loan is collateral dependent.  Impaired loans that are collateral dependent and have experienced a write-down in carrying value or have a recognized valuation allowance are included in the table above. Impaired loans whose fair value exceeds the carrying value are excluded from the table above as these loans do not represent assets measured and carried at fair value.

Fair value for real estate owned is determined by obtaining appraisals on the properties. The fair value under such appraisals is determined by using an income, cost or comparable sales valuation technique. The fair value is then
 
15

 
 reduced by management’s estimate for the direct costs expected to be incurred in order to sell the property. Holding costs or maintenance expenses are recorded as period costs when incurred and are not included in the fair value estimate.

The estimated fair values of the Company’s financial instruments at June 30, 2010, were as follows:

   
June 30, 2010
 
   
Carrying Amount
   
Estimated
Fair Value
 
   
(in thousands)
 
Financial Assets:
           
Cash and cash equivalents
  $ 170,235     $ 170,235  
Investment securities
    163,650       163,650  
Loans held for sale
    2,494       2,494  
Loans receivable, net
    456,879       465,337  
        FDIC indemnification receivable, net
     7,607        7,607  
FHLB stock
    10,326       N/A  
Accrued interest receivable
    2,330       2,330  
                 
Financial Liabilities:
               
Demand and savings deposits
  $ 347,150     $ 347,150  
Certificates of deposit
    227,729       233,463  
FHLB advances and other borrowings
    73,536       76,895  
Advances by borrowers for taxes and insurance
    518       518  
Accrued interest payable
    560       560  

The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

Cash and cash equivalents: The carrying amount approximates fair value.

Investment Securities: The Company’s investment securities available for sale consist primarily of securities issued by U.S. Government sponsored enterprises that trade in active markets.  These securities are included under Level 2 because there may or may not be daily trades in each of the individual securities and because the valuation of these securities may be based on instruments that are not exactly identical to those owned by the Company.

Loans held for sale: The carrying amount approximates fair value.
 
FHLB stock: The determination of fair value of FHLB stock was impractical due to restrictions on the transferability of the stock.
 
Loans receivable: Fair values for all performing loans are estimated using a discounted cash flow analysis, utilizing interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.  In addition, the fair value reflects the decrease in loan values as estimated in the allowance for loan losses calculation.

Accrued interest receivable: The carrying amount approximates fair value.
 
Deposits: The fair value of demand deposits, savings accounts and certain money market deposits is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit are estimated using discounted cash flow analysis using the rates currently offered for deposits of similar remaining maturities.

FHLB advances: The fair value of the borrowings is estimated by discounting the future cash flows using the current rate at which similar borrowings with similar remaining maturities could be made.
 
Advances by borrowers for taxes and insurance: The carrying amount approximates fair value.

Accrued interest payable: The carrying amount approximates fair value.
 

 
16


Off-balance-sheet instruments: Fair values of off-balance-sheet lending commitments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the borrower’s credit standing. The fair value of the fees at June 30, 2010 and 2009, were insignificant.

Note 9 –FDIC Indemnification Receivable
 
Activity in the FDIC indemnification receivable for the nine month period ended June 30, 2010, was as follows:
 
   
Reimbursement rate
   
Amount
         
Net
 
      80%       95%    
Receivable
   
Discount
   
Receivable
 
   
(in thousands)
 
Balance at September 30,  2009
  $ 34,000     $ 4,405     $ 31,385     $ (1,347 )   $ 30,038  
Payments from FDIC for losses on covered assets
    (24,319 )     -       (19,455 )     -       (19,455 )
Adjustment for net reduction in estimated losses
    -       (3,477 )     (3,303 )     -       (3,303 )
Discount accretion
    -       -       -       327       327  
Balance at June 30, 2010
  $ 9,681     $ 928     $ 8,627     $ (1,020 )   $ 7,607  
                                         

Amounts receivable from the FDIC have been estimated at 80% of losses on covered assets (acquired loans and REO) up to $34.0 million. Reimbursable losses in excess of $34.0 million have been estimated at 95% of the amount recoverable from the FDIC.

Note 10 – Subsequent Event

On July 30, 2010, the Company announced the Bank’s purchase and assumption of certain assets and liabilities of LibertyBank in Eugene, Oregon, in a transaction facilitated by the FDIC. Based on preliminary financial information, the acquisition by the Bank includes approximately $388 million of assets, including $94 million of cash and securities and $266 million of loans and leases. Deposits assumed in the acquisition total approximately $675 million, which includes all insured and uninsured deposits. Other real estate owned acquired in the transaction totaled approximately $21 million. The transaction also includes the purchase of other assets and liabilities. The Bank anticipates an additional cash settlement of approximately $314 million due to the assumption of net liabilities by Home Federal Bank. All balances above are subject to final closing and pro forma adjustments to the balance sheet accounts of LibertyBank as of July 30, 2010, and are subject to change.
 
The Bank acquired the assets of LibertyBank at a discount of $29.9 million and the deposit liabilities at a deposit premium of 1.0%. The purchased loans, excluding consumer and deposit secured loans, and real estate owned are covered by a loss share agreement between the FDIC and Home Federal Bank. Under the loss share agreement, the FDIC has agreed to cover 80% of the losses on the disposition of the loans and real estate owned. The Bank also acquired the operations of Commercial Equipment Lease Corporation, a commercial leasing subsidiary of LibertyBank. The leases of the subsidiary are included as covered assets under the loss share agreement.

In addition to deepening its presence in Central Oregon, Home Federal Bank will now operate in Lane, Josephine, Jackson, and Multnomah counties in Oregon, including the communities of Eugene, Grants Pass and Medford, Oregon. The Bank will also have a branch and commercial loan production office in Portland.


17

Item 6.  Exhibits

   2.1
Purchase and Assumption Agreement for Community First Bank Transaction(1)
   2.2
Purchase and Assumption Agreement for LibertyBank Transaction(2)
   3.1
Articles of Incorporation of the Registrant (3)
   3.2
Bylaws of the Registrant (3)
 10.1
Amended Employment Agreement entered into by Home Federal Bancorp, Inc. with Len E. Williams(9)
 10.2
Amended Severance Agreement with Eric S. Nadeau(9)
 10.3
Amended Severance Agreement with Steven D. Emerson(9)
 10.4
Form of Home Federal Bank Employee Severance Compensation Plan (4)
10.5
Form of Director Indexed Retirement Agreement entered into by Home Federal Savings and Loan Association of Nampa with each of its Directors (3)
10.6
Form of Director Deferred Incentive Agreement entered into by Home Federal Savings and Loan Association of Nampa with each of its Directors (3)
10.7
Form of Executive Deferred Incentive Agreement, and amendment thereto, entered into by Home Federal Savings and Loan Association of Nampa with Daniel L. Stevens, Robert A. Schoelkoph, and Lynn A. Sander (3)
10.8
Form of Amended and Restated Salary Continuation Agreement entered into by Home Federal Savings and Loan Association of Nampa with Daniel L. Stevens (3)
10.9
Amended and Restated Salary Continuation Agreement entered into by Home Federal Savings and Loan Association of Nampa with Len E. Williams(9)
10.10         
Amended and Restated Salary Continuation Agreement entered into by Home Federal Bank with Eric S. Nadeau(9)
10.11         
Amended and Restated Salary Continuation Agreement entered into by Home Federal Savings and Loan Association of Nampa with Steven D. Emerson(9)
10.12         
2005 Stock Option and Incentive Plan approved by stockholders on June 23, 2005 and Form of Incentive Stock Option Agreement and Non-Qualified Stock Option Agreement  (5)
10.13         
2005 Recognition and Retention Plan approved by stockholders on June 23, 2005 and Form of Award Agreement  (5)
10.14         
Form of new Director Retirement Plan entered into by Home Federal Bank with each of its Directors (6)
10.15         
Transition Agreement with Daniel L. Stevens (7)
10.16         
2008 Equity Incentive Plan (8)
31.1           
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act *
31.2           
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act *
32              
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act *
         ______           
(1)    
Filed as an exhibit to the Registrant’s Current Report on Form 8-K dated August 7, 2009
(2)   
Filed as an exhibit to the Registrant’s Current Report on Form 8-K dated July 30, 2009
(3)   
Filed as an exhibit to the Registrant's Registration Statement on Form S-1 (333-146289)
(4)   
Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2008
(5)   
Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 (333-127858)
(6)   
Filed as an exhibit to the Registrant’s Current Report on Form 8-K dated October 21, 2005
(7)   
Filed as an exhibit to the Registrant’s Current Report on Form 8-K dated August 21, 2006
(8)   
Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 (333-157540)
(9)   
Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009
          *                Filed herewith

 
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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.
 
  Home Federal Bancorp, Inc. 
   
Date:  October 7, 2010 /s/ Len E. Williams                                                   
   Len E. Williams 
  President and 
  Chief Executive Officer 
  (Principal Executive Officer) 
   
   
Date:  October 7, 2010 /s/ Eric S. Nadeau                                                     
  Eric S. Nadeau 
 
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
                                     
                                       
 



 
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EXHIBIT INDEX

 
31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
32
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

 
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