XNAS:CFFC Annual Report 10-K Filing - 3/31/2012

Effective Date 3/31/2012



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
−−−−−−−−−−−
FORM 10-K
/X/
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED:   MARCH 31, 2012
OR
/ /
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-18265.
−−−−−−−−−−−
COMMUNITY FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Virginia
 
54-1532044
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
     
38 North Central Avenue, Staunton, Virginia
 
24401
(Address of principal executive offices)
 
(Zip Code)

 
Registrant’s telephone number:  (540) 886-0796
 
Securities Registered Pursuant to Section 12(b) of the Act:
 
Title of each class
 
Name of each exchange on which registered
Common Stock, par value $.01 per share
 
The NASDAQ Stock Market

Securities Registered Pursuant to Section 12(g) of the Act: None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes     No X
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   Yes     No  X
 
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 past twelve months (or for such shorter period that the Registrant  was required to file such reports), and (2) has been subject to such 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 (§ 229.405 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____
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X
 
Indicate by checkmark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
 
 
Large accelerated filer  o
 
Accelerated filer o
 
Non-accelerated filer o
 
Smaller reporting company   x
 
(Do not check if a smaller reporting company)
   
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes  o  No x
 
 
 
 
 
 
 
 
As of June 20, 2012, there were issued and outstanding 4,361,658 shares of the Registrant’s common stock. The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, computed by reference to the price at which the common equity was last sold as of September 30, 2011, was approximately $11.4 million.  (The exclusion from such amount of the market value of the shares owned by any person shall not be deemed an admission by the Issuer that such person is an affiliate of the Registrant.)
 
DOCUMENTS INCORPORATED BY REFERENCE
 
PART III of Form 10-K—Portions of the Proxy Statement for the 2012 Annual Meeting of Stockholders.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

TABLE OF CONTENTS
 
 
PAGE
CAUTIONARY STATEMENT REGARDING FORWARDING LOOKING STATEMENTS
1
   
PART I
 
   
ITEM 1.  BUSINESS
2
   
     General
2
     Our Operating Strategy
4
     Market Area
4
     Lending Activities
5
     Loan Originations, Purchases and Sales
14
     Asset Quality
15
     Investment Activities
20
     Sources of Funds
21
     Borrowings
24
     Subsidiary Activities
25
     Competition
25
     Regulation
25
     Federal and State Taxation
33
     Executive Officers
33
     Employees
34
   
ITEM 1A. RISK FACTORS
34
   
ITEM  1B. UNRESOLVED STAFF COMMENTS
34
   
ITEM  2.  PROPERTIES
35
   
ITEM 3.  LEGAL PROCEEDINGS
36
   
ITEM 4.  MINE SAFETY DISCLOSURES
36
   
PART II
 
   
ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
 
                   MATTERS AND  ISSUER PURCHASES OF EQUITY SECURITIES
36
   
ITEM 6.  SELECTED FINANCIAL DATA
37
   
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
 
                  AND RESULTS OF OPERATIONS
38
   
     Executive Overview
38
     Critical Accounting Policies
39
     Asset/Liability Management
40
     Average Balances, Interest Rates and Yields
42
     Rate/Volume Analysis
43
     Financial Condition
43
     Results of Operations
44
     Liquidity and Capital Resources
47
     Contractual Obligations and Off-Balance Sheet Arrangements
48
     Impact of Inflation and Changing Prices
48
     Recent Accounting Pronouncements
48
   
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
48

 
 
ii
 
 

 

   
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
48
   
     Report of Independent Registered Public Accounting Firm
50
     Consolidated Balance Sheets at March 31, 2012 and 2011
51
     Consolidated Statements of Income for the years
 
          ended March 31, 2012 and 2011
52
     Consolidated Statements of Stockholders’ Equity for the years ended March 31, 2012 and
 
          2011
54
     Consolidated Statements of Cash Flows for the years ended March 31, 2012 and 2011
56
     Summary of Accounting Policies
58
     Notes to Consolidated Financial Statements
67
   
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
 
                AND FINANCIAL DISCLOSURE
92
   
ITEM 9A.  CONTROLS AND PROCEDURES
92
   
ITEM 9B.  OTHER INFORMATION
93
   
PART III
 
   
ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERANCE
93
   
ITEM 11.  EXECUTIVE COMPENSATION
94
   
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
                    AND RELATED STOCKHOLDER MATTERS
94
   
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
94
   
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
94
   
PART IV
 
   
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
95
   
SIGNATURES
96
   
INDEX TO EXHIBITS
97

 
 
iii
 
 

 
 
CAUTIONARY STATEMENT REGARDING FORWARDING LOOKING STATEMENTS
 
This document, including information incorporated by reference, contains, and future filings by Community Financial Corporation on Form 10-K, Form 10-Q and Form 8-K and future oral and written statements by Community Financial Corporation and its management may contain, forward-looking statements about Community Financial Corporation which we believe are within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements with respect to anticipated future operating and financial performance, including revenue creation, lending origination, operating efficiencies, loan sales, charge-offs and loan loss provisions, growth opportunities, interest rates, cost savings and funding advantages. These forward-looking statements are based on currently available competitive, financial and economic data and management's views and assumptions regarding future events. These forward-looking statements are inherently uncertain and investors must recognize that actual results may differ from those expressed or implied in the forward-looking statements. Accordingly, Community Financial Corporation cautions readers not to place undue reliance on any forward-looking statements.
 
Words such as may, could, should, would, believe, anticipate, estimate, expect, intend, plan and similar expressions are intended to identify these forward-looking statements. The important factors discussed below, as well as other factors discussed elsewhere in this document and factors identified in our filings with the Securities and Exchange Commission and those presented elsewhere by our management from time to time, could cause actual results to differ materially from those indicated by the forward-looking statements made in this document. Among the factors that could cause our actual results to differ from these forward-looking statements are:
 
 
·
the strength of the United States economy in general and the strength of the local economies in which we conduct our operations;
 
 
·
general economic conditions, either nationally or regionally, may be less favorable than expected, resulting in, among other things, a deterioration in the credit quality of our loans and other assets;
 
 
·
the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System;
 
 
·
fluctuations in deposit flows, loan demand, and/or real estate values, which may adversely affect our business;
 
 
·
the credit risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses;
 
 
·
results of examinations of Community Bank by its primary regulator, the Office of the Comptroller of the Currency, including the possibility that the Office of the Comptroller of the Currency may, among other things, require Community Bank to increase its allowance for loan losses;
 
 
·
our ability to access cost-effective funding;
 
 
·
financial market, monetary and interest rate fluctuations, particularly the relative relationship of short-term interest rates to long-term interest rates;
 
 
·
the timely development of and acceptance of new products and services of Community Financial Corporation and Community Bank, and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors' products and services;
 
 
 
1
 
 
 
 
 
 
·
the impact of changes in financial services laws and regulations (including laws concerning taxes, accounting standards, banking, securities and insurance); legislative or regulatory changes may adversely affect the business in which we are engaged;
 
 
·
our success in gaining regulatory approval of our products and services and branching locations, when required;
 
 
·
the impact of technological changes;
 
 
·
changes in consumer spending and saving habits; and
 
 
·
our success at managing the risks involved in the foregoing.
 
We do not intend to update our forward-looking information and statements, whether written or oral, to reflect change.  All forward-looking statements attributable to us are expressly qualified by these cautionary statements.
 
PART I
 
ITEM 1.  BUSINESS
 
General
 
Community Financial Corporation is a Virginia corporation, which owns Community Bank.  Community Bank was organized in 1928 as a Virginia-chartered building and loan association, converted to a federally-chartered savings and loan association in 1955 and to a federally-chartered savings bank in 1983.  In 1988, Community Bank converted to the stock form of organization through the sale and issuance of shares of our common stock.  References in this document to we, us, our, the Corporation, the Company and the Bank refer to Community Financial and/or Community Bank as the context requires.
 
Our principal asset is the outstanding stock of Community Bank, our wholly owned subsidiary. Our common stock trades on The Nasdaq Stock Market under the symbol “CFFC.”
 
Community Financial Corporation and Community Bank are subject to comprehensive regulation, examination and supervision by the Office of the Comptroller of the Currency, Department of the Treasury, the Board of Governors of the Federal Reserve System and by the Federal Deposit Insurance Corporation. The Bank is a member of the Federal Home Loan Bank (“FHLB”) System and our deposits are backed by the full faith and credit of the United States Government and are insured to the maximum extent permitted by the Federal Deposit Insurance Corporation. At March 31, 2012, we had $503.9 million in assets, deposits of $372.4 million and stockholders' equity of $50.4 million. Our primary business consists of attracting deposits from the general public and originating real estate loans and other types of investments through our offices located in Staunton, Waynesboro, Stuarts Draft, Raphine, Verona, Lexington, Harrisonburg, Buena Vista and Virginia Beach, Virginia.
 
Like all financial institutions our operations are materially affected by general economic conditions, the monetary and fiscal policies of the federal government and the policies of the various regulatory authorities, including the Office of the Comptroller of the Currency and the Board of Governors of the Federal Reserve System (“Federal Reserve Board”). Our results of operations are largely dependent upon our net interest income, which is the difference between the interest we receive on our loan portfolio and our investment securities portfolio, and the interest we pay on our deposit accounts and borrowings.
 
 
 
2
 
 
 
 
Dramatic declines in the housing market over the past four years, with decreasing home prices and increasing delinquencies and foreclosures, unemployment and under-employment, have negatively impacted the credit performance of mortgage and construction loans and resulted in significant write-downs of assets by many financial institutions.  General downward economic trends, reduced availability of commercial credit, and increasing unemployment and under-employment have negatively impacted the credit performance of commercial and consumer credit as well, resulting in additional write-downs for many financial institutions.  Concerns over the stability of the financial markets and the economy also have resulted in decreased lending by many financial institutions to their customers and to each other.  This market turmoil and tightening of credit has led to increased delinquencies and foreclosures, lack of customer confidence, increased market volatility and widespread reduction in general business activity.  Some financial institutions have experienced decreased access to deposits or borrowings.  The resulting economic pressure on consumers and businesses and the lack of confidence in the financial markets has and may continue to adversely affect our business, results of operations and stock price.
 
Our ability to assess the creditworthiness of customers and to estimate the losses inherent in our loan portfolio is more complex under these difficult market and economic conditions.  We expect to face increased regulation and government oversight as a result of these downward trends.  This increased government action may increase our costs and limit our ability to pursue certain business opportunities.  
 
We do not expect these difficult conditions to improve in the near future.  A worsening of these conditions would likely exacerbate the adverse effects of these difficult market and economic conditions on us, our customers and the other financial institutions in our market.  As a result, we may experience increases in foreclosures, delinquencies and customer bankruptcies, as well as more restricted access to funds. We also may be required to pay even higher FDIC premiums, because financial institution failures resulting from the depressed market conditions have depleted and may continue to deplete the FDIC insurance fund and reduce the FDIC’s ratio of reserves to insured deposits.
 
As previously mentioned, we are subject to extensive regulation, supervision and examination by the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation.  These regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the ability to impose restrictions on a bank’s operations, reclassify assets, determine the adequacy of a bank’s allowance for loan losses and determine the level of deposit insurance premiums assessed.  The laws and regulations governing our business are subject to frequent change.  Any change in these regulations and oversight, whether in the form of regulatory policy, new regulations or legislation or additional deposit insurance premiums could have a material impact on our operations.
 
In response to the financial crisis of 2008 and early 2009, Congress has taken actions that are intended to strengthen confidence and encourage liquidity in financial institutions, and the Federal Deposit Insurance Corporation has taken actions to increase insurance coverage on deposit accounts.  In addition, there have been proposals made by members of Congress and others that would reduce the amount delinquent borrowers are otherwise contractually obligated to pay under their mortgage loans and limit an institution’s ability to foreclose on mortgage collateral.
 
The potential exists for additional federal or state laws and regulations, or changes in policy, affecting lending and funding practices and liquidity standards.  Moreover, bank regulatory agencies have been active in responding to concerns and trends identified in examinations, and have issued many formal enforcement orders requiring capital ratios in excess of regulatory requirements.  Bank regulatory agencies, such as the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation, govern the activities in which we may engage, primarily for the protection of depositors, and not for the protection or benefit of investors.  New laws and regulations may increase our costs of regulatory compliance and of doing business, and otherwise affect our operations.  New laws and regulations also may significantly affect the markets in which we do business, the markets for and value of our loans and investments, the fees we can charge and our ongoing operations, costs and profitability.
 
 
 
3
 
 
 
 
Congress passed the Dodd-Frank financial reform legislation.  This legislation will have a significant impact on the regulation and operations of financial institutions and their holding companies.  The legislation will subject Community Financial to regulatory capital requirements.  The legislation also created a new consumer financial protection agency that will issue and enforce consumer protection initiatives governing financial products and services.  Any legislative or regulatory changes in the future could adversely affect our operations and financial condition.
 
Our main office is located at 38 North Central Avenue, Staunton, Virginia 24401. Our telephone number is (540) 886-0796.  This annual report on Form 10-K, as well as other public information that we file with the Securities and Exchange Commission, is also available on our website at www.cbnk.com and on the Securities and Exchange Commission’s website at www.sec.gov.
 
Our Operating Strategy
 
Our goal is to operate and grow a profitable community-oriented financial institution, and to maximize stockholder value by:
 
 
·
retaining our community-oriented focus to meet the financial needs of the communities we serve;
 
 
·
enhancing our focus on core deposits, including savings and checking accounts;
 
 
·
improving asset quality;
 
 
·
selectively emphasizing products and services to provide diversification of revenue sources and to capture our customer’s full relationship.  We intend to continue to expand our business by cross selling our loan and deposit products and services to our customers;
 
 
·
growing, when economic conditions are suitable, and diversifying our loan portfolio by emphasizing the origination of commercial and multi-family real estate loans, one- to four-family residential mortgage loans, construction loans, secured business loans and consumer loans;
 
 
·
expanding our banking network by opening de novo branches and by selectively acquiring branch offices, although currently we do not have any specific expansion plans;
 
 
·
controlling operating expenses while continuing to provide quality personal service to our customers; and
 
 
·
utilizing borrowings as needed to fund growth and enhance profitability.
 
Market Area

Our primary market area includes the counties of Shenandoah, Rockingham, Page, Highland, Augusta, Albemarle, Bath, Rockbridge, Nelson, and the Hampton Roads area in Virginia.  Our headquarters are located in Historic Downtown Staunton, Virginia in Augusta County.  We conduct our business through our headquarters and 10 branch offices located in Staunton (2), Waynesboro, Stuarts Draft, Raphine, Verona, Lexington, Harrisonburg, Buena Vista and Virginia Beach (2), Virginia.

The state’s economy is likely to experience sustained high levels of unemployment throughout 2012 and may not return to pre-recession levels of unemployment until after 2014.
 
 
 
4
 
 
 

 
Harrisonburg-Rockingham County has a population of approximately 122,858.  Major employment sectors include educational services, healthcare, manufacturing, trade, government, and construction.  The largest employers headquartered here include James Madison University, Rockingham Memorial Hospital, Pilgrim’s Pride Corp., R.R. Donnelly & Sons Co., and Merck & Co., Inc.
 
The Staunton-Waynesboro-Augusta County area has a population of approximately 116,299.  Major employment sectors include manufacturing, healthcare, retail trade, hospitality, and educational services.  Major employment sectors include services, manufacturing, trade, government, and construction.  The largest employers headquartered here include Augusta Medical Center, McKee Foods Corporation, Hershey Chocolate of VA, Target Mid-Atlantic Distribution Center, Hollister, and McQuay International.

Lexington-Buena Vista-Rockbridge County has a population of approximately 35,740.  Major employment sectors include educational services, government, manufacturing, trade, and construction.  The largest employers headquartered here include Lees Carpets, Washington & Lee University, Stonewall Jackson Hospital, Wal-Mart, Inc. and Virginia Military Institute.

The Virginia Beach and Hampton Roads region has a combined population of approximately 1.5 million.  The military and military contractors have a large presence in this region.  Major employment sectors include food service, employment service, agricultural & engineering services, physicians offices (medical), and services to buildings/dwellings. The largest employers headquartered here include Northrop Grumman, Newport News, Sentara Healthcare, Virginia Beach City Public School, Norfolk Naval Shipyard and Riverside Health System.

Lending Activities
 
General.  We concentrate our lending activities on first mortgage conventional loans secured by residential properties, commercial and multi-family real estate with an emphasis on multi-family housing and, to a lesser extent, construction loans secured by commercial and multi-family real estate and one- to four-family residential properties, and commercial business loans. Additionally, we make consumer loans in order to increase the diversification and decrease the interest rate sensitivity of our loan portfolio, and to increase interest income as these loans typically carry higher interest rates than residential mortgage loans. Beginning in fiscal 2011, we substantially curtailed our construction lending due to the lingering effects of the recession. Substantially all of our loans are originated within our market area.
 
Residential loan originations come primarily from walk-in customers, real estate brokers and builders. Commercial and multi-family real estate loan originations are obtained through direct solicitation of developers and continued business from customers. All completed loan applications are reviewed by our salaried loan officers. As part of the application process, information is obtained concerning the income, financial condition, employment and credit history of the applicant and any related business interests. If commercial or multi-family real estate is involved, information is also obtained concerning cash flow after debt service. The quality of loans is analyzed based on our experience and on guidelines with respect to credit underwriting as well as the guidelines issued by Freddie Mac and Fannie Mae and other purchasers of loans, depending on the type of loans involved. All real estate is appraised by independent fee appraisers who have been pre-approved by our Board of Directors.
 
Our loan commitments are approved at different levels, depending on the size and type of the loan being sought. Our Board of Directors has authorized different loan limits for individual loan officers depending on the types of loans being approved.  Individual loan officer limits for one- to four-family real estate loans range from $125,000 to $300,000 and for commercial real estate loans range from $100,000 to $175,000.  One- to four-family real estate loans not exceeding $350,000 and commercial real estate loans not exceeding $225,000 may be approved by the President of the Bank.  One- to four-family real estate loans not exceeding $950,000 and commercial real estate loans not exceeding $875,000 may be approved by one member of senior management and two other officers.  Any loan not exceeding $1,000,000 may be approved by the Bank’s loan committee.  All loans in excess of $1,000,000 must be
 
 
 
5
 
 
 
 
approved by the Board of Directors.  Individual loan officer limits for unsecured consumer and commercial business loans range from $10,000 to $50,000 and for secured consumer and commercial business loans range from $25,000 to $175,000. Consumer and commercial business loans up to $375,000 on a secured basis and $150,000 on an unsecured basis require the approval of one member of senior management and two other officers. Consumer and commercial business loans in excess of individual loan officer or collective senior management loan authority must be approved by a majority of our Loan Committee or Board of Directors.
 
 The aggregate amount of loans that the Bank is permitted to make to any one borrower, including related entities, and the aggregate amount that the Bank may invest in any one real estate project, with certain exceptions, is limited to the greater of 15% of our unimpaired capital and surplus or $500,000. At March 31, 2012, the maximum amount which we could have loaned to one borrower and the borrower’s related entities or invested in any one project was approximately $8.4 million. At March 31, 2012, we had only 14 borrowers, or groups of related borrowers, with an aggregate outstanding loan balance in excess of $3.0 million, with the largest being a $6.6 million relationship, consisting of one secured business loan.  At March 31, 2012, we had one relationship in excess of $3.0 million that was not performing in accordance with its payment terms. We also had 28 other borrowers, or groups of related borrowers, with an aggregate outstanding loan balance at March 31, 2012 of between $2.0 million and $3.0 million.  At March 31, 2012, we had four relationships between $2.0 million and $3.0 million not performing in accordance with their payment terms.
 
Loan Portfolio Composition.  The following table sets forth the composition of our total loan portfolio in dollars and percentages as of the dates indicated.
 
   
March 31,
 
   
2012
   
2011
   
2010
   
2009
   
2008
 
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
 
   
(Dollars in Thousands)
 
Real Estate Loans:
                                                           
     Residential
  $ 135,475       29.64 %   $ 148,199       30.10 %   $ 144,951       27.59 %   $ 140,064       28.17 %   $ 122,605       27.08 %
     Commercial
    170,153       37.21       181,822       36.94       171,805       32.71       154,781       31.14       150,059       33.14  
     Construction
    21,785       4.76       27,453       5.58       63,807       12.14       62,887       12.65       53,891       11.90  
        Total real estate
    327,413       71.61       357,474       72.62       380,563       72.44       357,732       71.96       326,555       72.12  
Consumer Loans:
                                                                               
     Home equity
    46,682       10.20       46,930       9.53       48,061       9.14       41,653       8.37       32,780       7.24  
     Automobile
    27,390       5.99       31,286       6.36       35,533       6.77       37,411       7.53       44,961       9.93  
     Other
    7,193       1.57       7,436       1.51       7,819       1.49       6,906       1.39       6,930       1.53  
        Total consumer
    81,265       17.76       85,652       17.40       91,413       17.40       85,970       17.29       84,671       18.70  
Commercial business
    48,619       10.63       49,085       9.98       53,402       10.16       53,436       10.75       41,578       9.18  
        Total loans receivable
    457,297       100.00 %     492,211       100.00 %     525,378       100.00 %     497,138       100.00 %     452,804       100.00 %
Less:
                                                                               
     Undisbursed loans in
          process
    3,987               6,803               16,158               15,222               13,599          
     Deferred (costs) and
          unearned discounts
    (698 )             (731 )             (959 )             (990 )             (1,184 )        
     Allowance for losses
    8,910               7,846               8,053               5,956               3,215          
   Total loans receivable, net
  $ 445,098             $ 478,293             $ 502,126             $ 476,950             $ 437,174          
                                                                                 
                                                                                 
 
 
 
6
 
 

 
The following table shows the composition of our loan portfolio by fixed and adjustable-rate, at the dates indicated.
 
   
March 31,
 
   
2012
   
2011
   
2010
   
2009
   
2008
 
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
   
Amount
   
Percent
 
   
(Dollars in Thousands)
 
Fixed-Rate Loans:
                                                           
Real Estate:
                                                           
  Residential
  $ 16,876       3.69 %   $ 19,252       3.91 %   $ 20,170       3.84 %   $ 29,204       5.87 %   $ 22,146       4.89 %
  Commercial
    31,713       6.93       35,646       7.24       33,447       6.37       31,919       6.42       22,592       4.99  
  Construction(1)
    3,886       0.85       537       0.11       7,473       1.42       3,528       0.71       6,870       1.52  
   Total real estate loans
    52,475       11.47       55,435       11.26       61,090       11.63       64,651       13.00       51,608       11.40  
  Home equity
    2,989       0.65       2,780       0.56       4,222       0.80       5,437       1.09       5,692       1.26  
  Automobile
    27,254       5.96       31,150       6.33       35,460       6.76       37,300       7.51       44,843       9.90  
  Other
    5,392       1.18       6,077       1.23       5,969       1.14       5,718       1.15       5,872       1.30  
   Total consumer loans
    35,635       7.79       40,007       8.12       45,651       8.70       48,455       9.75       56,407       12.46  
Commercial business
    16,929       3.70       15,044       3.06       17,150       3.26       21,234       4.27       19,912       4.40  
   Total fixed-rate loans
    105,039       22.96       110,486       22.44       123,891       23.59       134,340       27.02       127,927       28.26  
Adjustable-Rate loans:
                                                                               
Real Estate:
                                                                               
  Residential
    118,599       25.95       128,947       26.19       124,781       23.75       110,860       22.30       100,459       22.19  
  Commercial
    138,440       30.28       146,176       29.70       138,358       26.34       122,862       24.72       127,467       28.15  
  Construction(2)
    17,899       3.91       26,916       5.47       56,334       10.72       59,359       11.94       47,021       10.38  
   Total real estate loans
    274,938       60.14       302,039       61.36       319,473       60.81       293,0811       58.96       274,9471       60.72  
  Home equity
    43,693       9.55       44,150       8.97       43,839       8.34       36,216       7.28       27,088       5.98  
  Automobile
    136       0.03       136       0.03       73       0.01       111       0.02       118       0.03  
  Other
    1,801       0.39       1,359       0.28       1,850       0.35       1,188       0.24       1,058       0.23  
  Total consumer loans
    45,630       9.97       45,645       9.28       45,762       8.70       37,515       7.54       28,264       6.24  
  Commercial Business
    31,690       6.93       34,041       6.92       36,252       6.90       32,202       6.48       21,666       4.78  
   Total adjustable-rate
         loans
    352,258       77.04       381,725       77.56       401,487       76.41       362,798       72.98       324,877       71.74  
   Total loans receivable
  $ 457,297       100.00 %   $ 492,211       100.00 %   $ 525,378       100.00 %   $ 497,138       100.00 %   $ 452,804       100.00 %
                                                                                 
                                                                                 
                                                                                 
_________________
(1)      Includes residential real estate construction loans of $3.4 million, $0, $3.2 million, $1.9 million and $247,000, and commercial real estate construction loans of $537,000, $537,000, $4.3 million, $1.6 million and $6.6 million at March 31, 2012, 2011, 2010, 2009 and 2008 respectively.
 
(2)      Includes residential real estate construction loans of $8.6 million, $19.3 million, $39.3 million, $45.2 million and $43.3 million, and commercial real estate construction loans of $9.3 million, $7.6 million, $17.0 million, $14.2 million and $3.7 million at March 31, 2012, 2011, 2010, 2009 and 2008, respectively.
 
 
 
 
7
 
 
 

 
Loan Maturity and Repricing.  The following schedule illustrates the contractual maturity of our real estate construction and commercial business loan portfolios as of March 31, 2012, before net items.  Loans that have adjustable or renegotiable interest rates are shown as maturing in the period during which the contract is due.  The schedule does not reflect the effects of possible prepayments or enforcement of due-on-sale clauses.
 
   
Real Estate Construction
or Development
   
Commercial
Business
   
Total
 
   
(Dollars in Thousands)
 
Due during periods
ending March 31,
                 
                   
2013
  $ 21,108     $ 32,263     $ 53,371  
2014 to 2017
    677       15,045       15,722  
After 2017
    --       1,311       1,311  
                         
   Totals
  $ 21,785     $ 48,619     $ 70,404  

The total amount of loans in the above table due after March 31, 2013, which have fixed interest rates is $12.0 million, while the total amount of loans due after such date which have floating or adjustable interest rates is $5.0 million.
 
One- to Four-Family Residential Real Estate Lending. We originate loans secured by one- to four-family residences, substantially all of which are located in our market areas. We evaluate both the borrower’s ability to make principal and interest payments and the value of the property that will secure the loan. Although federal law permits us to make loans in amounts of up to 100% of the appraised value of the underlying real estate, we generally make one- to four-family residential real estate loans in amounts of 80% or less of the appraised value.  In certain instances, we will lend up to 90% of the appraised value of the underlying real estate and require the borrower to purchase private mortgage insurance in an amount sufficient to reduce our exposure to 80% or less.
 
In order to manage our exposure to changes in interest rates, in the past we originated only a limited amount of 30-year and 15-year fixed-rate, one-to four-family residential mortgage loans for our portfolio.  For the year ended March 31, 2012, 83.0% of all one-to four-family residential loans we originated had adjustable interest rates. At March 31, 2012, only $16.9 million, or 3.7%, of our total loans receivable, before net items, consisted of fixed-rate residential mortgage loans. During the year ended March 31, 2012, we originated $230,000 of fixed rate residential loans with terms of 15 years or more for our portfolio.
 
To compete with other lenders in our market area, we make one, three and five year adjustable-rate mortgage (“ARM”) loans at interest rates which, for the initial period, may be below the index rate which would otherwise apply to these loans. Borrowers are qualified, however, at the fully indexed interest rate. Our one- to four-family residential ARM loans primarily have interest rates that adjust annually after the initial fixed period based on a stated interest margin over the yields on one year U.S. Treasury Bills.  Although our one- to four-family ARM loans primarily adjust annually after the initial period, we currently offer residential ARM loans which adjust every three and five years generally in accordance with the rates based on a stated margin over the yields on the applicable U.S. Treasury Bills. At March 31, 2012 we had the following loans that adjust on an annual basis after the initial period: $24.3 million that adjust after three years, $56.1 million after five years, $404,000 after seven years and $4.6 million after ten years. An additional $191,000 of loans adjust every three years.  We do not currently offer residential ARM loans with an initial adjustment period greater than five years. Our ARM loans
 
 
 
8
 
 
 
 
generally limit interest rate increases to 2% each rate adjustment period and have an established ceiling rate at the time the loans are made of up to 6% over the original interest rate.  At March 31, 2012, residential ARM loans totaled $118.6 million, representing 87.5% of our total residential real estate loans and 26.0% of our total loans receivable, before net items. ARM loans generally pose different credit risks than fixed-rate loans primarily because during periods of rising interest rates, the risk of defaults on ARM loans may increase due to the upward adjustment of interest costs to borrowers.
 
All one- to four-family real estate mortgage loans originated by us contain a “due-on-sale” clause that allows us to declare the unpaid principal balance due and payable upon the sale of the mortgaged property. It is our policy to enforce these due-on-sale clauses concerning fixed-rated loans and to permit assumptions of ARM loans, for a fee, by qualified borrowers.
 
We require, in connection with the origination of residential real estate loans, title opinions and fire and casualty insurance coverage, as well as flood insurance where appropriate, to protect our interests. The cost of this insurance coverage is paid by the borrower. We generally do not require escrows for taxes and insurance.
 
Commercial Real Estate and Construction Lending. We have originated and, in the past have purchased, commercial real estate loans and loan participations. We also make commercial and residential real estate construction loans. Our commercial real estate loans are secured by various types of collateral, including raw land, multi-family residential buildings, hotels and motels, convenience stores, commercial and industrial buildings, shopping centers and churches. At March 31, 2012, commercial real estate and construction loans aggregated $191.9 million or 42.0% of our total loans receivable, before net items, with $156.3 million of these loans having adjustable interest rates and $35.6 million having fixed interest rates. Our commercial real estate and construction loans are secured primarily by properties located in our market areas.
 
Our commercial real estate loans are generally made at interest rates that adjust annually based on yields for one-year U.S. Treasury securities, with a 2% annual cap on rate adjustments and a 6% cap on interest rates over the life of the loan. Typically, we charge origination fees ranging from 1% to 2% on these loans. Commercial real estate loans made by us are fully amortizing with maturities ranging from five to 30 years.  Our construction loans are generally for a term of 12 months or less with interest only due monthly. Construction loans are generally made with permanent financing to be provided by us, although not required. Construction loans to builders may be made on a basis where a buyer has contracted to buy the house or the construction may be on a speculative basis. Limits are set by us as to the number of each type of construction loan for each builder, whether speculative or pre-sold, dependent on the determination made by us during the underwriting process.
 
In our underwriting of commercial real estate and construction loans, we may lend, under federal regulations, up to 100% of the security property’s appraised value, although the loan to original appraised value ratio on such properties is generally 80% or less. Our commercial real estate and construction loan underwriting  requires an examination of debt service coverage ratios, the borrower’s creditworthiness and prior credit history and reputation, and we generally require personal guarantees or endorsements of borrowers. We also carefully consider the location of the security property.
 
At March 31, 2012, we had commercial real estate loans totaling $170.2 million, including 61 commercial real estate loans (or multiple loans to one borrower) in excess of $1.0 million with an aggregate balance of  $78.7 million.  The largest loan or lending relationship to a single borrower was for $4.9 million, which consisted of one loan secured by commercial real estate. Loans secured by commercial and industrial buildings decreased from $52.7 million at March 31, 2011 to $50.1 million at March 31, 2012, loans secured by hotels and motels decreased from $21.0 million at March 31, 2011 to
 
 
 
9
 
 
 
 
 
$16.6 million at March 31, 2012, and loans secured by raw land decreased from $44.0 million at March 31, 2011 to $40.2 million at March 31, 2012, accounting for the decrease in our commercial real estate loan portfolio.
 
The following table presents information as to our commercial real estate and commercial construction lending portfolio as of March 31, 2012, by type of project.
 

   
Number
of loans
   
Principal
Balance
 
   
(Dollars in Thousands)
 
Permanent financing:
           
  Multi-family residential buildings
    36     $ 15,949  
  Hotel and motel
    16       16,604  
  Commercial and industrial buildings
    116       50,115  
  Raw land
    157       40,156  
  Church
    10       3,215  
  Restaurant
    11       3,000  
  Warehouse
    29       12,670  
  Retail Store
    82       23,603  
  School/Recreational
    10       4,841  
Commercial construction
    19       9,853  
       Total
    486     $ 180,006  

 
At March 31, 2012, we had 19 commercial construction loans totaling $9.9 million, the largest one having an outstanding balance of $2.9 million.  At that date, all commercial construction loans were performing in accordance with their payment terms. Our commercial construction loans are generally made for a one year term or less, with a requirement that the borrower have a commitment for permanent financing prior to funding the construction loan. Our construction loans generally provide for a fixed rate of interest at or above the prevailing prime rate. Such loans are generally secured by the personal guarantees of the borrowers and by first mortgages on the projects.
 
A large portion of our commercial real estate portfolio consists of loans secured by raw land.  The Company originates loans to local real estate developers with whom it has established relationships for the purpose of developing residential subdivisions (i.e., installing roads, sewers, water and other utilities), as well as loans to individuals to purchase building lots.  Land development loans are secured by a lien on the property and made for a period usually not to exceed twelve months with an interest rate that adjusts with the prime rate, and are made with loan-to-value ratios not exceeding 80%. Monthly interest payments are required during the term of the loan. Subdivision loans are structured so that we are repaid in full upon the sale by the borrower of approximately 90% of the subdivision lots. All of our land loans are secured by property located in our primary market area.  We also generally obtain personal guarantees from financially capable parties based on a review of personal financial statements.
 
Loans secured by undeveloped land or improved lots involve greater risks than one- to four- family residential mortgage loans because these loans are advanced upon the predicted future value of the developed property. If the estimate of the future value proves to be inaccurate, in the event of default and
 
 
 
10
 
 
 
 
 
foreclosure, the Company may be confronted with a property the value of which is insufficient to assure full repayment. Loans on raw land may run the risk of adverse zoning changes, environmental or other restrictions on future use.  At March 31, 2012, we had $3,149,000 of non-performing raw land loans.
 
We also make construction loans to individuals for the construction of their residences as well as to builders and developers for the construction of non-residential properties, one- to four-family residences and the development of one- to four-family lots in Virginia. These construction loans are generally for a term of 12 months or less with interest only due monthly. Construction loans are generally made with permanent financing to be provided by us, although not required. Construction loans to builders may be made on a basis where a buyer has contracted to buy the house or the construction may be on a speculative basis. Limits are set by us as to the number of each type of construction loan for each builder, whether speculative or pre-sold, dependent on the determination made by us during the underwriting process.  At March 31, 2012, we had $11.9 million or 2.6% of our total loans receivable, before net items, in 62 residential construction loans, the largest of which was $520,000, compared to $21.3 million or 4.3% at March 31, 2011.  Residential construction loans totaled approximately 54.6% of the total construction loan portfolio.  Unfunded commitments on residential construction loans totaled $3.2 million at March 31, 2012.  At March 31, 2012, we had $520,000 of non-performing residential construction loans.
 
Commercial real estate and construction lending is generally considered to involve a higher level of credit risk than one- to four-family residential lending due to the concentration of principal in a limited number of loans and borrowers and the effects of general economic conditions on real estate developers and managers. Our risk of loss on a construction loan is dependent largely upon the accuracy of the initial estimate of the property’s sale value upon completion of the project and the estimated cost of the project. If the estimated cost of construction or development proves to be inaccurate, we may be required to advance funds beyond the amount originally committed to permit completion of the project. If the estimate of value proves to be inaccurate, we may be confronted, at or prior to the maturity of the loan, with a project with value which is insufficient to assure full repayment. Because we usually provide loans to a developer for the entire estimated cost of the project, defaults in repayment generally do not occur during the construction period and it is therefore difficult to identify problem loans at an early stage. When loan payments become due, borrowers may experience cash flow from the project which is not adequate to service total debt. This cash flow shortage can result in the failure to make loan payments. In such cases, we may be compelled to modify the terms of the loan. In addition, the nature of these loans is such that they are generally less predictable and more difficult to evaluate and monitor. We have reduced our non-owner occupied commercial real estate loans from $148.9 million and 270% of risk based capital at March 31, 2011 to $146.5 million and 264% of risk based capital at March 31, 2012.
 
Consumer Lending. We offer a variety of secured consumer loans, including new and used automobile loans, home equity loans and lines of credit, and deposit account, installment and demand loans.  We also offer unsecured loans.  We originate our consumer loans primarily in our market areas.  At March 31, 2012, our consumer loans totaled $81.3 million or 17.8% of our total loans receivable, before net items. With the exception of $39.1 million of home equity loans and lines of credit at March 31, 2012, our consumer loans primarily have fixed interest rates and generally have terms ranging from 90 days to six years.
 
The largest component of our consumer loans is home equity loans and lines of credit. At March 31, 2012, our home equity loans and lines of credit totaled $46.7 million and comprised 10.2% of our total loan portfolio, before net items, including $39.1 million of home equity lines of credit.  Home equity loans may be originated in amounts, together with the amount of the existing first mortgage, of up to 90% of the value of the property securing the loan. Home equity lines of credit generally are originated with an
 
 
 
11
 
 
 
 
 
adjustable rate of interest, based on the prime rate of interest.  Home equity lines of credit have a 20 year term and amounts may be re-borrowed after payment at any time during the life of the loan.  At March 31, 2012, unfunded commitments on these lines of credit totaled $17.8 million.
 
 We originate automobile loans on a direct and indirect basis.  Automobile loans totaled $27.4 million at March 31, 2012, or 12.5% of our total loan portfolio, before net items, with $5.2 million in direct loans and $22.2 million in indirect loans.  Our automobile loan portfolio decreased from $31.3 million at March 31, 2011 to $27.4 million at March 31, 2012, or 6.0%.  The decrease in automobile loans is attributable to a slower economic environment and increased competition.  The bulk of our indirect lending comes from relationships with approximately 40 car dealerships under an arrangement providing a premium for the amount over our interest rate to the referring dealer, with approximately half of these loans originated through four dealerships located in our market area.  Indirect lending is highly competitive; however, our ability to provide same day funding makes our product competitive.  Automobile loans may be written for a term of up to six years and have fixed rates of interest.  Loan-to-value ratios are up to 110% of the manufacturer's suggested retail price for new direct auto loans and 125% of the manufacturer's invoice for new indirect auto loans.  For used car loans we use the same loan-to-value ratios based on National Automobile Dealers Association ("NADA") retail value for direct loans and NADA trade-in value for indirect loans.
 
The automobile loans are generally evenly divided between new and used vehicles. The automobile loans are primarily without recourse to the dealer, but the Bank may require either full or partial recourse to the dealer if the customer’s credit history or the loan to value ratio of the vehicle warrants such recourse.
 
We follow our internal underwriting guidelines in evaluating direct automobile loans, including credit scoring.  Indirect automobile loans are underwritten by a third party on our behalf, using substantially similar guidelines to our internal guidelines.  However, because these loans are originated through a third party and not directly by us, they present greater risks than other types of lending activities.  At March 31, 2012, we had $82,000 in non-performing automobile loans, which included $61,000 in indirect automobile loans.
 
The underwriting standards employed by us for consumer loans include a determination of the applicant’s payment history on other debts and an assessment of ability to meet existing obligations and payments on the proposed loan. The stability of the applicant’s monthly income may be determined by verification of gross monthly income from primary employment, and additionally from any verifiable secondary income. Although creditworthiness of the applicant is of primary consideration, the underwriting process also includes a comparison of the value of the security in relation to the proposed loan amount.
 
Consumer loans may entail greater risk than do residential mortgage loans, particularly in the case of consumer loans which are unsecured, such as credit card receivables, or secured by rapidly depreciable assets such as automobiles.  In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. The remaining deficiency often does not warrant further substantial collection efforts against the borrower. In addition, consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy.  Furthermore, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans. Such loans may also give rise to claims and defenses by a consumer loan borrower against an assignee of such loan such as us, and a borrower may be able to assert against such assignee claims and defenses which it has against the seller of the underlying collateral. We add general provisions to our loan loss allowance, in amounts determined in accordance with industry
 
 
 
12
 
 
 
 
 
standards, at the time the loans are originated. Consumer loan delinquencies often increase over time as the loans age. The level of non-performing assets in our consumer loan portfolio increased from $455,000 at March 31, 2011 to $1.4 million at March 31, 2012 due primarily to additions to repossessed assets and an increase in non-accruing loans. There can be no assurance that delinquencies will not increase in the future.
 
Commercial Business Lending. At March 31, 2012, our commercial business loans totaled $48.6 million, or 10.6%, of our total loans receivable, before net items. We offer commercial business loans to service existing customers, to consolidate our banking relationships with these customers, and to further our asset/liability management goals.  Our commercial business lending activities encompass loans with a variety of purposes and security, including but not limited to business secured and unsecured lines of credit, business automobiles, equipment and accounts receivable.  We recognize the generally increased credit risk associated with commercial business lending. Our commercial business lending practice emphasizes credit file documentation and analysis of the borrower’s character, management capabilities, capacity to repay the loan, the adequacy of the borrower’s capital and collateral. An analysis of the borrower’s past, present and future cash flows is also an important aspect of our credit analysis.
 
Unlike residential mortgage loans which generally are made on the basis of the borrower’s ability to make repayment from his or her employment and other income, and which are secured by real property whose value tends to be more easily ascertainable, commercial business loans are of higher risk and typically are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business. As a result, the availability of funds for the repayment of commercial business loans may be dependent upon the success of the business itself. Our commercial business loans almost always include personal guarantees and are usually, but not always, secured by business assets.  However, the collateral securing the loans may depreciate over time, may be difficult to appraise and may fluctuate in value based on the success of the business.  At March 31, 2012, $1.2 million of commercial business loans were non-accruing.
 
Loan Originations
 
Federal regulations authorize us to make real estate loans anywhere in the United States. At March 31, 2012, substantially all of our real estate loans were secured by real estate located in our market area.
 
We originate both fixed-rate and adjustable-rate loans.  Our ability to originate loans, however, is dependent upon customer demand for loans in our market areas.  Demand is affected by competition and the interest rate environment.
 
Loans purchased must conform to our underwriting guidelines. We have not purchased any loans during the last seven fiscal years and did not sell any loans during the last fiscal year.  We sold $3.2 million in loans during fiscal year 2011.  Management believes that purchases of loans and loan participations are generally desirable only when local mortgage demand is less than the supply of funds available for local mortgage origination.
 
During the past few years, we, like many other financial institutions, have experienced significant prepayments on loans due to the low interest rate environment prevailing in the United States.  In periods of economic uncertainty, the ability of financial institutions, including us, to originate or purchase large dollar volumes of real estate loans may be substantially reduced or restricted, with a resultant decrease in interest income.
 
 
 
13
 
 
 
 
The following table shows our loan origination and repayment activities for the periods indicated.

   
Year Ended March 31,
 
   
2012
   
2011
   
2010
 
Origination by Type:
                 
Adjustable Rate:
                 
  Real estate   - 1-4 family residential
  $ 20,717     $ 23,801     $ 38,657  
                      - commercial
    13,078       29,580       31,675  
                      - construction
    2,117       7,238       15,733  
  Non-real estate  - consumer
    134       354       580  
                            - commercial business
    1,890       2,254       6,717  
      Total adjustable rate
    37,936       63,227       93,362  
Fixed Rate:
                       
  Real estate -  1-4 family residential
    4,242       4,469       3,170  
                      - commercial
    3,200       6,944       9,711  
                      - construction
    2,417       ---       3,032  
  Non-real estate  - consumer
    13,883       16,683       18,948  
                            - commercial business
    7,872       5,753       5,379  
      Total fixed rate
    31,614       33,849       40,240  
Sales and Repayments:
                       
Sales…………………………………….
    ---       3,220       ---  
Principal repayments
    104,464       127,023       105,362  
      Total reductions
    104,464       130,243       105,362  
Increase/(Decrease) in other items, net
    (1,719 )     (9,334 )     3,064  
      Net increase/(decrease)
  $ (33,195 )   $ (23,833 )   $ 25,176  

Asset Quality
 
Delinquent Loans.  When a borrower fails to make a required payment on a loan, we attempt to cause the deficiency to be cured by contacting the borrower, generally within 15 days of the loan becoming delinquent. A notice is mailed to the borrower after a payment is 15 days past due and again when the loan is 30 days past due. For most loans, if the delinquency is not cured within 30 days we issue a notice of intent to foreclose on the property and if the delinquency is not cured within 60 days, we may institute foreclosure action. If foreclosed on, real property is sold at a public sale and may be purchased by us.
 
The following table sets forth information concerning delinquent mortgage and other loans at March 31, 2012. The amounts presented represent the total remaining principal balances of the related loans, rather than the actual payment amounts which are overdue.
 
 
 
14
 
 
 

 
   
Residential
Real Estate
   
Commercial Real Estate,
Multi-Family and Land
   
Construction
   
Consumer
   
Commercial
Business
   
Total
 
   
Number
   
Amount
   
Number
   
Amount
   
Number
   
Amount
   
Number
   
Amount
   
Number
   
Amount
   
Number
   
Amount
 
   
(Dollars in Thousands)
 
                                                                         
Loans Delinquent for:
                                                                       
30-59 days
    11     $ 1,622       7     $ 1,832       2     $ 283       67     $ 822       14     $ 634       101     $ 5,193  
60-89 days
    15       3,060       3       964       --       --       14       291       3       502       35       4,817  
90 days and over
    9       1,272       9       3,596       1       520       15       738       7       366       41       6,492  
Total delinquent loans
    35     $ 5,954       19     $ 6,392       3     $ 803       96     $ 1,851       24     $ 1,502       177     $ 16,502  

Risk Elements.  The table below sets forth the amounts and categories of non-performing assets and troubled debt restructurings in our loan portfolio. Non-performing assets include non-accruing loans, accruing loans delinquent 90 days or more as to principal or interest payments and real estate acquired through foreclosure, which include assets acquired in settlement of loans. Typically, a loan becomes nonaccruing when it is 90 days delinquent. All consumer loans more than 120 days delinquent are charged against the allowance for loan losses. Accruing mortgage loans delinquent more than 90 days are loans that we consider to be well secured and in the process of collection.
 
   
March 31,
 
   
2012
   
2011
   
2010
   
2009
   
2008
 
   
(Dollars in Thousands)
 
Non-accruing loans:
                             
  Commercial business and consumer
  $ 2,432     $ 941     $ 3,998     $ 2,428     $ 137  
  Real estate
    9,775       5,235       10,566       5,138       889  
        Total non-accruing loans
    12,207       6,176       14,564       7,566       1,026  
  Accruing loans 90 days or more past due
    2,928       -       -       -       -  
        Total non-performing loans
    15,135       6,176       14,564       7,566       1,026  
  Real estate acquired through foreclosure
    9,438       10,384       3,182       1,400       593  
        Total non-performing assets
  $ 24,573     $ 16,560     $ 17,746     $ 8,966     $ 1,619  
                                         
       Total as a percentage of total assets
    4.88 %     3.12 %     3.24 %     1.75 %     .33 %
       Allowance for loan losses
  $ 8,910     $ 7,846     $ 8,053     $ 5,956     $ 3,215  
       Troubled debt restructurings
  $ 14,980     $ 20,964     $ 3,500     $ 4,217     $ 2,887  

Non-performing assets at March 31, 2012 were comprised primarily of non-accruing loans, real estate owned and repossessed automobiles. Real estate acquired through foreclosure consisted of $910,000 in residential construction, $1.6 million in land, $4.6 million in 1-4 family residences and $2.1 million in commercial real estate.  Based on current market values of the properties securing these loans, management anticipates no significant losses in excess of the reserves for losses previously recorded. Our
 
 
 
15
 
 
 
 
largest non-accruing loan relationship at March 31, 2012 totaled $3.1 million and is located in the Virginia Beach, Virginia area secured by a hotel. The next largest non-accruing loan relationship was $2.2 million secured by eight 1-4 family residences.
 
Nonaccrual loans amounted to $12.2 million at March 31, 2012.  If interest on these loans had been accrued, such income would have approximated $212,000 for the year ended March 31, 2012, none of which is included in interest income.
 
Troubled debt restructurings amounted to $21.1 million at March 31, 2012, of which $6.1 million is also included in non-performing assets.
 
Other Loans Of Concern.  In addition to the non-performing assets set forth in the table above, as of March 31, 2012, we had approximately $24.0 million of loans with respect to which known information about the possible credit problems of the borrowers or the cash flows of the security properties have caused management to have doubts as to the ability of the borrowers to comply with present loan repayment terms and which may result in the future inclusion of such items in the non-performing asset categories.  Although management believes that these loans are adequately secured and no material loss is expected, certain circumstances may cause the borrower to be unable to comply with the present loan repayment terms at some future date. These loans have been considered in management's determination of our allowance for loan losses.
 
Classified Assets.  Federal regulations provide for the classification of loans and other assets, such as debt and equity securities considered by the Office of the Comptroller of the Currency to be of lesser quality, as "substandard," "doubtful" or "loss."  An asset is considered "substandard" if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any.  "Substandard" assets include those characterized by the "distinct possibility" that the insured institution will sustain "some loss" if the deficiencies are not corrected.  Assets classified as "doubtful" have all of the weaknesses in those classified "substandard," with the added characteristic that the weaknesses present make "collection or liquidation in full," on the basis of currently existing facts, conditions and values, "highly questionable and improbable."  Assets classified as "loss" are those considered "uncollectible" and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted.
 
When an insured institution classifies problem assets as either substandard or doubtful, it may establish general allowances for loan losses in an amount deemed prudent by management.  General allowances represent loss allowances which have been established to recognize the risk associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets.  When an insured institution classifies problem assets as "loss," it is required either to establish a specific allowance for losses equal to 100% of that portion of the asset so classified or to charge off such amount.  An institution's determination as to the classification of its assets and the amount of its valuation allowances is subject to review by the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation, which may order the establishment of additional general or specific loss allowances.
 
We regularly review the problem assets in our portfolio to determine whether any assets require classification in accordance with applicable regulations.  On the basis of management’s review of our assets, at March 31, 2012, we had classified $34.8 million of our assets as substandard, $1.2 million as doubtful and none as loss. The $34.8 million in classified loans is comprised primarily of residential and commercial real estate loans and commercial business loans.  The $1.2 million in doubtful loans is comprised primarily of commercial business loans.
 
 
 
16
 
 
 
 
Allowance for Losses on Loans and Real Estate.  We provide valuation allowances for anticipated losses on loans and real estate when management determines that a significant decline in the value of the collateral has occurred, as a result of which the value of the collateral is less than the amount of the unpaid principal of the related loan plus estimated costs of acquisition and sale. In addition, we also provide allowances based on the dollar amount and type of collateral securing our loans in order to protect against unanticipated losses. Although management believes that it uses the best information available to make such determinations, future adjustments to allowances may be necessary, and net income could be significantly affected, if circumstances differ substantially from the assumptions used in making the initial determinations.  See "Management's Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations - Provision for Loan Losses” in Item 7 of this report and Note 2 of the Notes to Consolidated Financial Statements in Item 8 of this report.
 
The following table sets forth an analysis of our allowance for loan losses.
 
   
Year Ended March 31,
 
   
2012
   
2011
   
2010
   
2009
   
2008
 
   
(Dollars in Thousands)
 
Balance at beginning of period
  $ 7,846     $ 8,053     $ 5,956     $ 3,215     $ 3,078  
Provision charged to operations
    4,894       6,469       3,108       3,376       250  
Charge-offs:
                                       
  Residential real estate
    (2,430 )     (1,300 )     (120 )     (52 )     (44 )
  Commercial real estate
    (421 )     (713 )     (32 )     (0 )     (3 )
  Construction
    (145 )     (2,198 )     (367 )     (13 )     (25 )
  Home Equity
    (677 )     (1,130 )     (365 )     (20 )     ---  
  Automobile
    (91 )     (98 )     (140 )     (157 )     (200 )
  Other
    (84 )     (195 )     (57 )     (213 )     (73 )
  Commercial Business
    (164 )     (1,386 )     (101 )     (318 )     (40 )
Recoveries:
                                       
  Residential real estate
    65       43       1       11       ---  
  Commercial real estate.
    5       74       ---       ---       1  
  Construction
    1       5       23       ---       ---  
  Home Equity
    1       6       4       ---       ---  
  Automobile
    80       132       131       115       216  
  Other
    26       13       3       9       10  
  Commercial Business
    4       71       9       3       45  
Net charge-offs
    (3,830 )     (6,676 )     (1,011 )     (635 )     (113 )
Balance at end of period
  $ 8,910     $ 7,846     $ 8,053     $ 5,956     $ 3,215  
Ratio of net charge-offs during the
period to average loans outstanding
during the period
    .81 %     1.33 %     .20 %     .14 %     .03 %

 
17
 
 

The distribution of the allowance for losses on loans at the dates indicated is summarized as follows:
 
   
Real Estate
                         
   
Residential
   
Commercial
   
Construction
   
Commercial
Business
   
Home Equity
   
Automobile/
Other
   
Total
 
   
(Dollars in Thousands)
 
                                           
March 31, 2012:
                                         
Amount of loan loss allowance
  $ 3,665     $ 2,007     $ 363     $ 1,333     $ 1,044     $ 498     $ 8,910  
Percent of loans in each category
     to total loans
    29.62 %     37.21 %     4.76 %     10.64 %     10.21 %     7.56 %     100.00 %
                                                         
March 31, 2011:
                                                       
Amount of loan loss allowance
  $ 3,670     $ 2,223     $ 549     $ 100     $ 951     $ 353     $ 7,846  
Percent of loans in each category
     to total loans
    30.10 %     36.94 %     5.58 %     9.98 %     9.53 %     7.87 %     100.00 %
                                                         
March 31, 2010:
                                                       
Amount of loan loss allowance
  $ 314     $ 2,079     $ 997     $ 3,170     $ 603     $ 890     $ 8,053  
Percent of loans in each category
     to total loans
    27.59 %     32.71 %     12.14 %     10.16 %     9.14 %     8.26 %     100.00 %
                                                         
March 31, 2009:
                                                       
Amount of loan loss allowance
  $ 276     $ 1,637     $ 665     $ 2,196     $ 224     $ 958     $ 5,956  
Percent of loans in each category
     to total loans
    28.17 %     31.14 %     12.65 %     10.75 %     8.38 %     8.91 %     100.00 %
                                                         
March 31, 2008:
                                                       
Amount of loan loss allowance
  $ 258     $ 981     $ 383     $ 565     $ 130     $ 898     $ 3,215  
Percent of loans in each category
     to total loans
    27.08 %     33.14 %     11.90 %     9.18 %     7.24 %     11.46 %     100.00 %
                                                         

 
The allowance for loan loss balances is subject to change dependent on both the anticipated losses  on specific loans and the charge-off percentage for the loan portfolio as a whole. These factors can affect the total allowance for loan losses and the allocation by loan category.
 
Investment Activities
 
Federally chartered savings institutions have the authority to invest in various types of liquid assets, including United States Treasury obligations, securities of various federal agencies, including callable agency securities, certain certificates of deposit of insured banks and savings institutions, certain bankers' acceptances, repurchase agreements and federal funds.  Subject to various restrictions, federally chartered savings institutions may also invest their assets in investment grade commercial paper and
 
 
 
18
 
 
 
 
corporate debt securities and mutual funds whose assets conform to the investments that a federally chartered savings institution is otherwise authorized to make directly.  See "Regulation - Qualified Thrift Lender Test" below for a discussion of additional restrictions on our investment activities.
 
The senior vice president/chief financial officer has the basic responsibility for the management of our investment portfolio, subject to the direction and guidance of the President and Board of Directors.  The senior vice president/chief financial officer considers various factors when making decisions, including the marketability, maturity and tax consequences of the proposed investment.  The maturity structure of investments will be affected by various market conditions, including the current and anticipated slope of the yield curve, the level of interest rates, the trend of new deposit inflows, and the anticipated demand for funds via deposit withdrawals and loan originations and purchases.
 
The general objectives of our investment portfolio are to assist in maintaining earnings when loan demand is low and to maximize earnings while satisfactorily managing risk, including credit risk, reinvestment risk, liquidity risk and interest rate risk.  See also "Management's Discussion and Analysis of Financial Condition and Results of Operations - Asset and Liability Management" in Item 7 of this Form 10-K.
 
As a member of the Federal Home Loan Bank of Atlanta, we had $5.2 million in stock of the Federal Home Loan Bank of Atlanta at March 31, 2012, and for the year ended March 31, 2012, we received $49,000 in dividends on such stock.
 
The contractual maturities and weighted average yields of our investment securities portfolio, excluding FHLB of Atlanta stock and Freddie Mac stock, are indicated in the following table.
 
   
March 31, 2012
 
   
Within 1
Year or
Less
   
After 1
Year
through 5
Years
   
After 5
Years
through
10 Years
   
Total
Investment
Securities(1)
 
   
Book
Value
   
Book
Value
   
Book
Value
   
Book
Value
   
Market
Value
 
   
(Dollars in Thousands)
 
Federal agency obligations
  $ ---     $ 3,500     $ 6,500     $ 10,000     $ 9,999  
Other
    348       996       ---       1,344       1,344  
Total Investment Securities
  $ 348     $ 4,496     $ 6,500     $ 11,344     $ 11,343  
                                         
Weighted Average Yield (2)
    0.99 %     1.54 %     1.46 %     1.48 %     1.48 %
______________________
(1)           Included in the above table are $10.0 million of securities that are callable in one year or less.
 
(2)           The weighted average yield is not computed on a tax equivalent basis.
 

 
19
 
 

The following table sets forth the composition of our available for sale and held to maturity securities portfolios at the dates indicated.  At March 31, 2012, our securities portfolio did not contain securities of any issuer with an aggregate book value in excess of 10% of our equity capital, excluding those issued by the United States Government or its agencies.  See Note 1 of the Notes to Consolidated Financial Statements in Item 8 of this report for additional information on our investment securities.
 
   
March 31,
 
   
2012
   
2011
   
2010
 
   
Book
Value
   
% of
Total
   
Book
Value
   
% of
Total
   
Book
Value
   
% of
Total
 
   
(Dollars in Thousands)
 
Interest-bearing deposits with banks
  $ 2,911       100.0 %   $ 4,119       100.0 %   $ 3,825       100.0 %
                                                 
Investment securities:
                                               
  Federal agency obligations
  $ 10,000       60.3 %   $ 2,000       25.7 %   $ 1,500       18.9 %
  Other
    1,344       8.1       198       2.5       198       2.5  
  United States agency equity securities
    39       0.2       39       0.5       73       0.9  
        Subtotal
    11,383       68.6       2,237       28.7       1,771       22.3  
FHLB stock
    5,206       31.4       5,561       71.3       6,184       77.7  
    Total investment securities and FHLB stock
  $ 16,589       100.0 %   $ 7,798       100.0 %   $ 7,955       100.0 %
Average remaining life or term to repricing (1)
         
5 Years
           
4 Years
           
4 Years
 
____________________
(1)           Excludes Freddie Mac common stock and other marketable equity securities.
 
During fiscal 2012, the market rates paid on investment securities decreased.  During fiscal 2010 through 2011, we made limited investment securities purchases due to the minimal spread between short and long term rates during most of these reporting periods. We increased investment security purchases during fiscal 2012 to increase our liquidity position and offset the decline in interest income due to the decline in our loan balances.
 
During fiscal 2009, due to the conservatorship of Fannie Mae and Freddie Mac in September, 2008 and the related restrictions on its outstanding preferred stock (including the elimination of dividends), the Company recorded an other than temporary impairment (OTTI) non-cash charge with respect to the Fannie Mae and Freddie Mac preferred stock it owned of $11,536,000. The Company sold its remaining 57,000 shares of Fannie Mae and Freddie Mac preferred stock during fiscal year 2011.

 
Sources of Funds
 
General.  Deposits have traditionally been the principal source of our funds for use in lending and for other general business purposes. In addition to deposits, we derive funds from loan repayments, cash flows generated from operations, which includes interest credited to our deposit accounts, repurchase agreements entered into with commercial banks and FHLB of Atlanta advances.
 
 
 
20
 
 
 
 
 
Contractual loan payments are a relatively stable source of funds, while deposit inflows and outflows and the related cost of such funds have varied widely. Borrowings may be used on a short-term basis to compensate for reductions in deposits or deposit inflows at less than projected levels and may be used on a longer-term basis to support expanded lending activities.
 
Deposits.  We attract both short-term and long-term deposits from the general public by offering a wide assortment of accounts and rates. We have been required by market conditions to rely on short-term accounts and other deposit alternatives that are more responsive to market interest rates than fixed interest rate, fixed-term certificates that were our primary source of deposits in the past. We offer regular savings accounts, checking accounts, various money market accounts, fixed-rate long-term certificates with varying maturities, $100,000 or more jumbo certificates of deposit and individual retirement accounts. During fiscal 2012, 2011, 2010 and 2009 we utilized brokered deposits due to their lower relative costs. At March 31, 2012, we had total brokered deposits of $19.1 million.
 
The following table sets forth the dollar amount of savings deposits in the various types of deposit programs offered by us at the periods indicated.
 
   
March 31,
 
   
2012
   
2011
   
2010
 
   
(In Thousands)
 
Passbook and statement accounts
  $ 35,657     $ 33,997     $ 31,586  
NOW and Super NOW accounts including non-interest bearing
    88,466       75,446       68,844  
Money market accounts