Attached files
| file | filename |
|---|---|
| EX-31.1 - EXHIBIT 31.1 - PROVIDENT FINANCIAL HOLDINGS INC | prov-20151231x10qxex311.htm |
| EX-32.2 - EXHIBIT 32.2 - PROVIDENT FINANCIAL HOLDINGS INC | prov-20151231x10qxex322.htm |
| EX-31.2 - EXHIBIT 31.2 - PROVIDENT FINANCIAL HOLDINGS INC | prov-20151231x10qxex312.htm |
| EX-32.1 - EXHIBIT 32.1 - PROVIDENT FINANCIAL HOLDINGS INC | prov-20151231x10qxex321.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ ü ] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended | December 31, 2015 | |
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________________ to _________________ | |
Commission File Number 000-28304 |
PROVIDENT FINANCIAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 33-0704889 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
3756 Central Avenue, Riverside, California 92506
(Address of principal executive offices and zip code)
(951) 686-6060
(Registrant’s telephone number, including area code)
_________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ü 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 ü 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 [ ü ] | |
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 ü .
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Title of class: | As of February 2, 2016 | |
Common stock, $ 0.01 par value, per share | 8,372,023 shares | |
PROVIDENT FINANCIAL HOLDINGS, INC.
Table of Contents
PART 1 - | FINANCIAL INFORMATION | ||
ITEM 1 - | Financial Statements. The Unaudited Interim Condensed Consolidated Financial Statements of Provident Financial Holdings, Inc. filed as a part of the report are as follows: | ||
Page | |||
Condensed Consolidated Statements of Financial Condition | |||
as of December 31, 2015 and June 30, 2015 | |||
Condensed Consolidated Statements of Operations | |||
for the Quarters and Six Months Ended December 31, 2015 and 2014 | |||
Condensed Consolidated Statements of Comprehensive Income | |||
for the Quarters and Six Months Ended December 31, 2015 and 2014 | |||
Condensed Consolidated Statements of Stockholders’ Equity | |||
for the Quarters and Six Months Ended December 31, 2015 and 2014 | |||
Condensed Consolidated Statements of Cash Flows | |||
for the Six Months Ended December 31, 2015 and 2014 | |||
Notes to Unaudited Interim Condensed Consolidated Financial Statements | |||
ITEM 2 - | Management’s Discussion and Analysis of Financial Condition and Results of Operations: | ||
General | |||
Safe-Harbor Statement | |||
Critical Accounting Policies | |||
Executive Summary and Operating Strategy | |||
Off-Balance Sheet Financing Arrangements and Contractual Obligations | |||
Comparison of Financial Condition at December 31, 2015 and June 30, 2015 | |||
Comparison of Operating Results | |||
for the Quarters and Six Months Ended December 31, 2015 and 2014 | |||
Asset Quality | |||
Loan Volume Activities | |||
Liquidity and Capital Resources | |||
Supplemental Information | |||
ITEM 3 - | Quantitative and Qualitative Disclosures about Market Risk | ||
ITEM 4 - | Controls and Procedures | ||
PART II - | OTHER INFORMATION | ||
ITEM 1 - | Legal Proceedings | ||
ITEM 1A - | Risk Factors | ||
ITEM 2 - | Unregistered Sales of Equity Securities and Use of Proceeds | ||
ITEM 3 - | Defaults Upon Senior Securities | ||
ITEM 4 - | Mine Safety Disclosures | ||
ITEM 5 - | Other Information | ||
ITEM 6 - | Exhibits | ||
SIGNATURES | |||
PROVIDENT FINANCIAL HOLDINGS, INC.
Condensed Consolidated Statements of Financial Condition
In Thousands, Except Share Information
December 31, 2015 | June 30, 2015 | |||||
(Unaudited) | ||||||
Assets | ||||||
Cash and cash equivalents | $ | 111,359 | $ | 81,403 | ||
Investment securities – held to maturity, at cost | 10,963 | 800 | ||||
Investment securities – available for sale, at fair value | 12,678 | 14,161 | ||||
Loans held for investment, net of allowance for loan losses of $8,768 and $8,724, respectively; includes $4,210 and $4,518 at fair value, respectively | 813,888 | 814,234 | ||||
Loans held for sale, at fair value | 175,998 | 224,715 | ||||
Accrued interest receivable | 2,612 | 2,839 | ||||
Real estate owned, net | 4,913 | 2,398 | ||||
Federal Home Loan Bank (“FHLB”) – San Francisco stock | 8,094 | 8,094 | ||||
Premises and equipment, net | 5,158 | 5,417 | ||||
Prepaid expenses and other assets | 18,879 | 20,494 | ||||
Total assets | $ | 1,164,542 | $ | 1,174,555 | ||
Liabilities and Stockholders’ Equity | ||||||
Liabilities: | ||||||
Non interest-bearing deposits | $ | 63,481 | $ | 67,538 | ||
Interest-bearing deposits | 854,268 | 856,548 | ||||
Total deposits | 917,749 | 924,086 | ||||
Borrowings | 91,334 | 91,367 | ||||
Accounts payable, accrued interest and other liabilities | 17,594 | 17,965 | ||||
Total liabilities | 1,026,677 | 1,033,418 | ||||
Commitments and Contingencies | ||||||
Stockholders’ equity: | ||||||
Preferred stock, $.01 par value (2,000,000 shares authorized; none issued and outstanding) | — | — | ||||
Common stock, $.01 par value (40,000,000 shares authorized; 17,786,865 and 17,766,865 shares issued; 8,345,723 and 8,634,607 shares outstanding, respectively) | 178 | 177 | ||||
Additional paid-in capital | 89,604 | 88,893 | ||||
Retained earnings | 189,590 | 188,206 | ||||
Treasury stock at cost (9,441,142 and 9,132,258 shares, respectively) | (141,753 | ) | (136,470 | ) | ||
Accumulated other comprehensive income, net of tax | 246 | 331 | ||||
Total stockholders’ equity | 137,865 | 141,137 | ||||
Total liabilities and stockholders’ equity | $ | 1,164,542 | $ | 1,174,555 | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
PROVIDENT FINANCIAL HOLDINGS, INC.
Condensed Consolidated Statements of Operations
(Unaudited)
In Thousands, Except Per Share Information
Quarter Ended December 31, | Six Months Ended December 31, | |||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||
Interest income: | ||||||||||||
Loans receivable, net | $ | 8,979 | $ | 9,376 | $ | 18,469 | $ | 18,571 | ||||
Investment securities | 71 | 72 | 138 | 148 | ||||||||
FHLB – San Francisco stock | 179 | 132 | 379 | 276 | ||||||||
Interest-earning deposits | 134 | 76 | 234 | 170 | ||||||||
Total interest income | 9,363 | 9,656 | 19,220 | 19,165 | ||||||||
Interest expense: | ||||||||||||
Checking and money market deposits | 122 | 110 | 239 | 214 | ||||||||
Savings deposits | 169 | 160 | 337 | 317 | ||||||||
Time deposits | 835 | 940 | 1,693 | 1,916 | ||||||||
Borrowings | 648 | 336 | 1,296 | 671 | ||||||||
Total interest expense | 1,774 | 1,546 | 3,565 | 3,118 | ||||||||
Net interest income | 7,589 | 8,110 | 15,655 | 16,047 | ||||||||
Recovery from the allowance for loan losses | (362 | ) | (354 | ) | (400 | ) | (1,172 | ) | ||||
Net interest income, after recovery from the allowance for loan losses | 7,951 | 8,464 | 16,055 | 17,219 | ||||||||
Non-interest income: | ||||||||||||
Loan servicing and other fees | 306 | 291 | 417 | 559 | ||||||||
Gain on sale of loans, net | 6,044 | 8,042 | 14,968 | 15,694 | ||||||||
Deposit account fees | 590 | 604 | 1,200 | 1,230 | ||||||||
Gain (loss) on sale and operations of real estate owned acquired in the settlement of loans, net | 35 | (51 | ) | 264 | (70 | ) | ||||||
Card and processing fees | 352 | 336 | 714 | 692 | ||||||||
Other | 271 | 275 | 484 | 502 | ||||||||
Total non-interest income | 7,598 | 9,497 | 18,047 | 18,607 | ||||||||
Non-interest expense: | ||||||||||||
Salaries and employee benefits | 9,971 | 9,950 | 20,763 | 19,531 | ||||||||
Premises and occupancy | 1,170 | 1,150 | 2,278 | 2,498 | ||||||||
Equipment | 430 | 414 | 809 | 886 | ||||||||
Professional expenses | 472 | 493 | 972 | 957 | ||||||||
Sales and marketing expenses | 334 | 399 | 596 | 730 | ||||||||
Deposit insurance premiums and regulatory assessments | 250 | 238 | 512 | 511 | ||||||||
Other | 1,232 | 1,268 | 2,289 | 2,538 | ||||||||
Total non-interest expense | 13,859 | 13,912 | 28,219 | 27,651 | ||||||||
Income before income taxes | 1,690 | 4,049 | 5,883 | 8,175 | ||||||||
Provision for income taxes | 708 | 1,721 | 2,458 | 3,457 | ||||||||
Net income | $ | 982 | $ | 2,328 | $ | 3,425 | $ | 4,718 | ||||
Basic earnings per share | $ | 0.12 | $ | 0.26 | $ | 0.40 | $ | 0.51 | ||||
Diluted earnings per share | $ | 0.11 | $ | 0.25 | $ | 0.39 | $ | 0.50 | ||||
Cash dividends per share | $ | 0.12 | $ | 0.11 | $ | 0.24 | $ | 0.22 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
PROVIDENT FINANCIAL HOLDINGS, INC.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
In Thousands
For the Quarters Ended December 31, | For the Six Months Ended December 31, | |||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||
Net income | $ | 982 | $ | 2,328 | $ | 3,425 | $ | 4,718 | ||||
Change in unrealized holding (loss) gain on securities available for sale | (93 | ) | 95 | (147 | ) | 79 | ||||||
Reclassification of (gains) losses to net income | — | — | — | — | ||||||||
Other comprehensive (loss) income, before income taxes | (93 | ) | 95 | (147 | ) | 79 | ||||||
Income tax (benefit) provision | (39 | ) | 40 | (62 | ) | 33 | ||||||
Other comprehensive (loss) income | (54 | ) | 55 | (85 | ) | 46 | ||||||
Total comprehensive income | $ | 928 | $ | 2,383 | $ | 3,340 | $ | 4,764 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
PROVIDENT FINANCIAL HOLDINGS, INC.
Condensed Consolidated Statements of Stockholders' Equity
(Unaudited)
In Thousands, Except Share Information
For the Quarters Ended December 31, 2015 and 2014:
Common Stock | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Income (Loss), Net of Tax | ||||||||||||||||
Shares | Amount | Total | ||||||||||||||||||
Balance at September 30, 2015 | 8,429,678 | $ | 178 | $ | 89,278 | $ | 189,617 | $ | (140,119 | ) | $ | 300 | $ | 139,254 | ||||||
Net income | 982 | 982 | ||||||||||||||||||
Other comprehensive loss | (54 | ) | (54 | ) | ||||||||||||||||
Purchase of treasury stock | (90,955 | ) | (1,634 | ) | (1,634 | ) | ||||||||||||||
Exercise of stock options | 7,000 | — | 52 | 52 | ||||||||||||||||
Amortization of restricted stock | 133 | 133 | ||||||||||||||||||
Stock options expense | 127 | 127 | ||||||||||||||||||
Tax effect from stock based compensation | 14 | 14 | ||||||||||||||||||
Cash dividends(1) | (1,009 | ) | (1,009 | ) | ||||||||||||||||
Balance at December 31, 2015 | 8,345,723 | $ | 178 | $ | 89,604 | $ | 189,590 | $ | (141,753 | ) | $ | 246 | $ | 137,865 | ||||||
(1) Cash dividends of $0.12 per share were paid in the quarter ended December 31, 2015.
Common Stock | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Income, Net of Tax | ||||||||||||||||
Shares | Amount | Total | ||||||||||||||||||
Balance at September 30, 2014 | 9,152,065 | $ | 177 | $ | 86,759 | $ | 183,825 | $ | (126,175 | ) | $ | 377 | $ | 144,963 | ||||||
Net income | 2,328 | 2,328 | ||||||||||||||||||
Other comprehensive income | 55 | 55 | ||||||||||||||||||
Purchase of treasury stock | (156,916 | ) | (2,385 | ) | (2,385 | ) | ||||||||||||||
Amortization of restricted stock | 182 | 182 | ||||||||||||||||||
Stock options expense | 212 | 212 | ||||||||||||||||||
Cash dividends(1) | (1,005 | ) | (1,005 | ) | ||||||||||||||||
Balance at December 31, 2014 | 8,995,149 | $ | 177 | $ | 87,153 | $ | 185,148 | $ | (128,560 | ) | $ | 432 | $ | 144,350 | ||||||
(1) Cash dividends of $0.11 per share were paid in the quarter ended December 31, 2014.
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
For the Six Months Ended December 31, 2015 and 2014:
Common Stock | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Income (Loss), Net of Tax | ||||||||||||||||
Shares | Amount | Total | ||||||||||||||||||
Balance at June 30, 2015 | 8,634,607 | $ | 177 | $ | 88,893 | $ | 188,206 | $ | (136,470 | ) | $ | 331 | $ | 141,137 | ||||||
Net income | 3,425 | 3,425 | ||||||||||||||||||
Other comprehensive loss | (85 | ) | (85 | ) | ||||||||||||||||
Purchase of treasury stock(1) | (311,384 | ) | (5,283 | ) | (5,283 | ) | ||||||||||||||
Exercise of stock options | 20,000 | 1 | 147 | 148 | ||||||||||||||||
Distribution of restricted stock | 2,500 | — | ||||||||||||||||||
Amortization of restricted stock | 294 | 294 | ||||||||||||||||||
Stock options expense | 255 | 255 | ||||||||||||||||||
Tax effect from stock based compensation | 15 | 15 | ||||||||||||||||||
Cash dividends(2) | (2,041 | ) | (2,041 | ) | ||||||||||||||||
Balance at December 31, 2015 | 8,345,723 | $ | 178 | $ | 89,604 | $ | 189,590 | $ | (141,753 | ) | $ | 246 | $ | 137,865 | ||||||
(1) Includes the repurchase of 4,500 shares from a cashless stock option exercise.
(2) Cash dividends of $0.24 per share were paid during the six months ended December 31, 2015.
Common Stock | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Income, Net of Tax | ||||||||||||||||
Shares | Amount | Total | ||||||||||||||||||
Balance at June 30, 2014 | 9,312,269 | $ | 177 | $ | 88,259 | $ | 182,458 | $ | (125,418 | ) | $ | 386 | $ | 145,862 | ||||||
Net income | 4,718 | 4,718 | ||||||||||||||||||
Other comprehensive income | 46 | 46 | ||||||||||||||||||
Purchase of treasury stock | (319,120 | ) | (4,783 | ) | (4,783 | ) | ||||||||||||||
Exercise of stock options | 2,000 | — | 14 | 14 | ||||||||||||||||
Amortization of restricted stock | 241 | 241 | ||||||||||||||||||
Awards of restricted stock | (1,641 | ) | 1,641 | — | ||||||||||||||||
Stock options expense | 296 | 296 | ||||||||||||||||||
Tax effect from stock based compensation | (16 | ) | (16 | ) | ||||||||||||||||
Cash dividends(1) | (2,028 | ) | (2,028 | ) | ||||||||||||||||
Balance at December 31, 2014 | 8,995,149 | $ | 177 | $ | 87,153 | $ | 185,148 | $ | (128,560 | ) | $ | 432 | $ | 144,350 | ||||||
(1) Cash dividends of $0.22 per share were paid during the six months ended December 31, 2014.
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
PROVIDENT FINANCIAL HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited - In Thousands)
Six Months Ended December 31, | ||||||
2015 | 2014 | |||||
Cash flows from operating activities: | ||||||
Net income | $ | 3,425 | $ | 4,718 | ||
Adjustments to reconcile net income to net cash provided by (used for) operating activities: | ||||||
Depreciation and amortization | 861 | 1,041 | ||||
Recovery from the allowance for loan losses | (400 | ) | (1,172 | ) | ||
Unrealized gain on real estate owned | (97 | ) | (17 | ) | ||
Gain on sale of loans, net | (14,968 | ) | (15,694 | ) | ||
Gain on sale of real estate owned, net | (187 | ) | (6 | ) | ||
Stock-based compensation | 549 | 537 | ||||
(Benefit) provision for deferred income taxes | (646 | ) | 1,294 | |||
Tax effect from stock based compensation | (15 | ) | 16 | |||
(Decrease) increase in accounts payable and other liabilities | (182 | ) | 302 | |||
Increase in prepaid expenses and other assets | (418 | ) | (258 | ) | ||
Loans originated for sale | (1,012,792 | ) | (1,079,427 | ) | ||
Proceeds from sale of loans | 1,079,764 | 1,025,890 | ||||
Net cash provided by (used for) operating activities | 54,894 | (62,776 | ) | |||
Cash flows from investing activities: | ||||||
Increase in loans held for investment, net | (4,980 | ) | (26,544 | ) | ||
Principal payments from investment securities available for sale | 1,347 | 1,297 | ||||
Purchase of investment securities held to maturity | (10,166 | ) | — | |||
Purchase of investment securities available for sale | — | (250 | ) | |||
Proceeds from sale of real estate owned | 2,592 | 883 | ||||
Purchase of premises and equipment | (200 | ) | (267 | ) | ||
Net cash used for investing activities | (11,407 | ) | (24,881 | ) | ||
Cash flows from financing activities: | ||||||
(Decrease) increase in deposits, net | (6,337 | ) | 7,642 | |||
Repayments of long-term borrowings | (33 | ) | (31 | ) | ||
Exercise of stock options | 148 | 14 | ||||
Tax effect from stock based compensation | 15 | (16 | ) | |||
Cash dividends | (2,041 | ) | (2,028 | ) | ||
Treasury stock purchases | (5,283 | ) | (4,783 | ) | ||
Net cash (used for) provided by financing activities | (13,531 | ) | 798 | |||
Net increase (decrease) in cash and cash equivalents | 29,956 | (86,859 | ) | |||
Cash and cash equivalents at beginning of period | 81,403 | 118,937 | ||||
Cash and cash equivalents at end of period | $ | 111,359 | $ | 32,078 | ||
Supplemental information: | ||||||
Cash paid for interest | $ | 3,581 | $ | 3,129 | ||
Cash paid for income taxes | $ | 3,045 | $ | 2,175 | ||
Transfer of loans held for sale to held for investment | $ | 2,083 | $ | 1,762 | ||
Real estate acquired in the settlement of loans | $ | 4,231 | $ | 2,292 | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
PROVIDENT FINANCIAL HOLDINGS, INC.
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015
Note 1: Basis of Presentation
The unaudited interim condensed consolidated financial statements included herein reflect all adjustments which are, in the opinion of management, necessary to present a fair statement of the results of operations for the interim periods presented. All such adjustments are of a normal, recurring nature. The condensed consolidated statement of financial condition at June 30, 2015 is derived from the audited consolidated financial statements of Provident Financial Holdings, Inc. and its wholly-owned subsidiary, Provident Savings Bank, F.S.B. (the “Bank”) (collectively, the “Corporation”). Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) with respect to interim financial reporting. It is recommended that these unaudited interim condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and notes thereto included in the Corporation’s Annual Report on Form 10-K for the year ended June 30, 2015. The results of operations for the quarter and six months ended December 31, 2015 are not necessarily indicative of results that may be expected for the entire fiscal year ending June 30, 2016.
Note 2: Accounting Standard Updates (“ASU”)
ASU 2015-05:
In April 2015, the Financial Accounting Standards Board (“FASB”) issued ASU 2015-05, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40).” The amendments in this ASU provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance will not change GAAP for a customer’s accounting for service contracts. In addition, the guidance in this ASU supersedes paragraph 350-40-25-16. Consequently, all software licenses within the scope of Subtopic 350-40 will be accounted for consistent with other licenses of intangible assets. For public entities, the FASB decided that the amendments will be effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015 and early adoption is permitted. The Corporation's adoption of this ASU is not expected to have a material impact on its consolidated financial statements.
ASU 2015-10:
In June 2015, the FASB issued ASU 2015-10, "Technical Corrections and Improvements." The amendments in this ASU cover a wide range of topics in the Codification. The reason for each amendment is provided before each amendment for clarity and ease of understanding. The amendments generally related to: (1) amendments related to differences between original guidance and the codification, (2) guidance clarification and reference corrections, (3) simplification and (4) minor improvements. These amendments improve the guidance and are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. Transition guidance varies based on the amendments in this ASU. The amendments in this ASU that require transition guidance are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. All other amendments will be effective upon the issuance of this ASU. The Corporation's adoption of this ASU is not expected to have a material impact on its consolidated financial statements.
ASU 2015-12:
In July 2015, the FASB issued ASU 2015-12, "Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965): (Part I) Fully Benefit-Responsive Investment Contracts, (Part II) Plan Investment Disclosures, (Part III) Measurement Date Practical Expedient (consensuses of the FASB Emerging Issues Task Force)." The amendments of this ASU (i) require fully benefit-responsive investment contracts to be measured, presented and disclosed only at contract value, not fair value; (ii) simplify the investment disclosure requirements; and (iii) provide a measurement date practical expedient for employee benefit plans. This ASU is effective for fiscal years beginning after December 15, 2015, with earlier adoption permitted. The Corporation's adoption of this ASU is not expected to have a material impact on its consolidated financial statements.
7
Note 3: Earnings Per Share
Basic earnings per share (“EPS”) excludes dilution and is computed by dividing income available to common shareholders by the weighted-average number of shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the earnings of the entity.
As of December 31, 2015 and 2014, there were outstanding options to purchase 1.0 million shares and 1.1 million shares of the Corporation’s common stock, respectively, of which 216,500 shares and 271,500 shares, respectively, were excluded from the diluted EPS computation as their effect was anti-dilutive. As of December 31, 2015 and 2014, there were outstanding restricted stock awards of 197,500 shares and 266,500 shares, respectively, all of which have dilutive effects.
The following table provides the basic and diluted EPS computations for the quarters and six months ended December 31, 2015 and 2014, respectively.
(In Thousands, Except Earnings Per Share) | For the Quarters Ended December 31, | For the Six Months Ended December 31, | ||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||
Numerator: | ||||||||||||
Net income – numerator for basic earnings per share and diluted earnings per share - available to common stockholders | $ | 982 | $ | 2,328 | $ | 3,425 | $ | 4,718 | ||||
Denominator: | ||||||||||||
Denominator for basic earnings per share: | ||||||||||||
Weighted-average shares | 8,396 | 9,120 | 8,481 | 9,187 | ||||||||
Effect of dilutive shares: | ||||||||||||
Stock options | 142 | 62 | 127 | 117 | ||||||||
Restricted stock | 62 | 56 | 64 | 49 | ||||||||
Denominator for diluted earnings per share: | ||||||||||||
Adjusted weighted-average shares and assumed conversions | 8,600 | 9,238 | 8,672 | 9,353 | ||||||||
Basic earnings per share | $ | 0.12 | $ | 0.26 | $ | 0.40 | $ | 0.51 | ||||
Diluted earnings per share | $ | 0.11 | $ | 0.25 | $ | 0.39 | $ | 0.50 | ||||
8
Note 4: Operating Segment Reports
The Corporation operates in two business segments: community banking through the Bank and mortgage banking through Provident Bank Mortgage (“PBM”), a division of the Bank.
The following tables set forth condensed consolidated statements of operations and total assets for the Corporation’s operating segments for the quarters and six months ended December 31, 2015 and 2014, respectively.
For the Quarter Ended December 31, 2015 | |||||||||
(In Thousands) | Provident Bank | Provident Bank Mortgage | Consolidated Totals | ||||||
Net interest income | $ | 6,701 | $ | 888 | $ | 7,589 | |||
Recovery from the allowance for loan losses | (353 | ) | (9 | ) | (362 | ) | |||
Net interest income, after recovery from the allowance for loan losses | 7,054 | 897 | 7,951 | ||||||
Non-interest income: | |||||||||
Loan servicing and other fees (1) | 188 | 118 | 306 | ||||||
(Loss) gain on sale of loans, net (2) | (1 | ) | 6,045 | 6,044 | |||||
Deposit account fees | 590 | — | 590 | ||||||
Gain on sale and operations of real estate owned acquired in the settlement of loans, net | 35 | — | 35 | ||||||
Card and processing fees | 352 | — | 352 | ||||||
Other | 271 | — | 271 | ||||||
Total non-interest income | 1,435 | 6,163 | 7,598 | ||||||
Non-interest expense: | |||||||||
Salaries and employee benefits | 4,255 | 5,716 | 9,971 | ||||||
Premises and occupancy | 748 | 422 | 1,170 | ||||||
Operating and administrative expenses | 1,246 | 1,472 | 2,718 | ||||||
Total non-interest expense | 6,249 | 7,610 | 13,859 | ||||||
Income (loss) before income taxes | 2,240 | (550 | ) | 1,690 | |||||
Provision (benefit) for income taxes | 939 | (231 | ) | 708 | |||||
Net income (loss) | $ | 1,301 | $ | (319 | ) | $ | 982 | ||
Total assets, end of period | $ | 988,323 | $ | 176,219 | $ | 1,164,542 | |||
(1) | Includes an inter-company charge of $103 credited to PBM by the Bank during the period to compensate PBM for originating loans held for investment. |
(2) | Includes an inter-company charge of $191 credited to PBM by the Bank during the period to compensate PBM for servicing fees on loans sold on a servicing retained basis. |
9
For the Quarter Ended December 31, 2014 | |||||||||
(In Thousands) | Provident Bank | Provident Bank Mortgage | Consolidated Totals | ||||||
Net interest income | $ | 6,925 | $ | 1,185 | $ | 8,110 | |||
(Recovery) provision for loan losses | (373 | ) | 19 | (354 | ) | ||||
Net interest income after (recovery) provision for loan losses | 7,298 | 1,166 | 8,464 | ||||||
Non-interest income: | |||||||||
Loan servicing and other fees (1) | 85 | 206 | 291 | ||||||
Gain on sale of loans, net (2) | 75 | 7,967 | 8,042 | ||||||
Deposit account fees | 604 | — | 604 | ||||||
Loss on sale and operations of real estate owned acquired in the settlement of loans, net | (50 | ) | (1 | ) | (51 | ) | |||
Card and processing fees | 336 | — | 336 | ||||||
Other | 275 | — | 275 | ||||||
Total non-interest income | 1,325 | 8,172 | 9,497 | ||||||
Non-interest expense: | |||||||||
Salaries and employee benefits | 4,528 | 5,422 | 9,950 | ||||||
Premises and occupancy | 716 | 434 | 1,150 | ||||||
Operating and administrative expenses | 1,093 | 1,719 | 2,812 | ||||||
Total non-interest expense | 6,337 | 7,575 | 13,912 | ||||||
Income before income taxes | 2,286 | 1,763 | 4,049 | ||||||
Provision for income taxes | 988 | 733 | 1,721 | ||||||
Net income | $ | 1,298 | $ | 1,030 | $ | 2,328 | |||
Total assets, end of period | $ | 883,665 | $ | 228,725 | $ | 1,112,390 | |||
(1) | Includes an inter-company charge of $144 credited to PBM by the Bank during the period to compensate PBM for originating loans held for investment. |
(2) | Includes an inter-company charge of $61 credited to PBM by the Bank during the period to compensate PBM for servicing fees on loans sold on a servicing retained basis. |
10
For the Six Months Ended December 31, 2015 | |||||||||
(In Thousands) | Provident Bank | Provident Bank Mortgage | Consolidated Totals | ||||||
Net interest income | $ | 13,604 | $ | 2,051 | $ | 15,655 | |||
Recovery from the allowance for loan losses | (341 | ) | (59 | ) | (400 | ) | |||
Net interest income, after recovery from the allowance for loan losses | 13,945 | 2,110 | 16,055 | ||||||
Non-interest income: | |||||||||
Loan servicing and other fees (1) | 332 | 85 | 417 | ||||||
Gain on sale of loans, net (2) | — | 14,968 | 14,968 | ||||||
Deposit account fees | 1,200 | — | 1,200 | ||||||
Gain on sale and operations of real estate owned acquired in the settlement of loans, net | 259 | 5 | 264 | ||||||
Card and processing fees | 714 | — | 714 | ||||||
Other | 484 | — | 484 | ||||||
Total non-interest income | 2,989 | 15,058 | 18,047 | ||||||
Non-interest expense: | |||||||||
Salaries and employee benefits | 8,808 | 11,955 | 20,763 | ||||||
Premises and occupancy | 1,444 | 834 | 2,278 | ||||||
Operating and administrative expenses | 2,235 | 2,943 | 5,178 | ||||||
Total non-interest expense | 12,487 | 15,732 | 28,219 | ||||||
Income before income taxes | 4,447 | 1,436 | 5,883 | ||||||
Provision for income taxes | 1,854 | 604 | 2,458 | ||||||
Net income | $ | 2,593 | $ | 832 | $ | 3,425 | |||
Total assets, end of period | $ | 988,323 | $ | 176,219 | $ | 1,164,542 | |||
(1) | Includes an inter-company charge of $168 credited to PBM by the Bank during the period to compensate PBM for originating loans held for investment. |
(2) | Includes an inter-company charge of $299 credited to PBM by the Bank during the period to compensate PBM for servicing fees on loans sold on a servicing retained basis. |
11
For the Six Months Ended December 31, 2014 | |||||||||
(In Thousands) | Provident Bank | Provident Bank Mortgage | Consolidated Totals | ||||||
Net interest income | $ | 13,820 | $ | 2,227 | $ | 16,047 | |||
(Recovery) provision for loan losses | (1,263 | ) | 91 | (1,172 | ) | ||||
Net interest income, after (recovery) provision for loan losses | 15,083 | 2,136 | 17,219 | ||||||
Non-interest income: | |||||||||
Loan servicing and other fees (1) | 93 | 466 | 559 | ||||||
Gain on sale of loans, net (2) | 146 | 15,548 | 15,694 | ||||||
Deposit account fees | 1,230 | — | 1,230 | ||||||
Loss on sale and operations of real estate owned acquired in the settlement of loans, net | (69 | ) | (1 | ) | (70 | ) | |||
Card and processing fees | 692 | — | 692 | ||||||
Other | 502 | — | 502 | ||||||
Total non-interest income | 2,594 | 16,013 | 18,607 | ||||||
Non-interest expense: | |||||||||
Salaries and employee benefits | 8,795 | 10,736 | 19,531 | ||||||
Premises and occupancy | 1,588 | 910 | 2,498 | ||||||
Operating and administrative expenses | 2,249 | 3,373 | 5,622 | ||||||
Total non-interest expense | 12,632 | 15,019 | 27,651 | ||||||
Income before income taxes | 5,045 | 3,130 | 8,175 | ||||||
Provision for income taxes | 2,155 | 1,302 | 3,457 | ||||||
Net income | $ | 2,890 | $ | 1,828 | $ | 4,718 | |||
Total assets, end of period | $ | 883,665 | $ | 228,725 | $ | 1,112,390 | |||
(1) | Includes an inter-company charge of $302 credited to PBM by the Bank during the period to compensate PBM for originating loans held for investment. |
(2) | Includes an inter-company charge of $75 credited to PBM by the Bank during the period to compensate PBM for servicing fees on loans sold on a servicing retained basis. |
12
Note 5: Investment Securities
The amortized cost and estimated fair value of investment securities as of December 31, 2015 and June 30, 2015 were as follows:
December 31, 2015 | Amortized Cost | Gross Unrealized Gains | Gross Unrealized (Losses) | Estimated Fair Value | Carrying Value | ||||||||||
(In Thousands) | |||||||||||||||
Held to maturity: | |||||||||||||||
Certificates of deposit | $ | 800 | $ | — | $ | — | $ | 800 | $ | 800 | |||||
U.S. government sponsored enterprise MBS (1) | 10,163 | — | (34 | ) | 10,129 | 10,163 | |||||||||
Total investment securities - held to maturity | $ | 10,963 | $ | — | $ | (34 | ) | $ | 10,929 | $ | 10,963 | ||||
Available for sale: | |||||||||||||||
U.S. government agency MBS | $ | 7,025 | $ | 229 | $ | — | $ | 7,254 | $ | 7,254 | |||||
U.S. government sponsored enterprise MBS | 4,385 | 242 | — | 4,627 | 4,627 | ||||||||||
Private issue CMO (2) | 647 | 7 | — | 654 | 654 | ||||||||||
Common stock - community development financial institution | 250 | — | (107 | ) | 143 | 143 | |||||||||
Total investment securities - available for sale | $ | 12,307 | $ | 478 | $ | (107 | ) | $ | 12,678 | $ | 12,678 | ||||
Total investment securities | $ | 23,270 | $ | 478 | $ | (141 | ) | $ | 23,607 | $ | 23,641 | ||||
(1) | Mortgage-Backed Securities (“MBS”). |
(2) | Collateralized Mortgage Obligations (“CMO”). |
June 30, 2015 | Amortized Cost | Gross Unrealized Gains | Gross Unrealized (Losses) | Estimated Fair Value | Carrying Value | ||||||||||
(In Thousands) | |||||||||||||||
Held to maturity: | |||||||||||||||
Certificates of deposit | $ | 800 | $ | — | $ | — | $ | 800 | $ | 800 | |||||
Total investment securities - held to maturity | $ | 800 | $ | — | $ | — | $ | 800 | $ | 800 | |||||
Available for sale: | |||||||||||||||
U.S. government agency MBS | $ | 7,613 | $ | 293 | $ | — | $ | 7,906 | $ | 7,906 | |||||
U.S. government sponsored enterprise MBS | 5,083 | 304 | — | 5,387 | 5,387 | ||||||||||
Private issue CMO | 708 | 9 | — | 717 | 717 | ||||||||||
Common stock - community development financial institution | 250 | — | (99 | ) | 151 | 151 | |||||||||
Total investment securities - available for sale | $ | 13,654 | $ | 606 | $ | (99 | ) | $ | 14,161 | $ | 14,161 | ||||
Total investment securities | $ | 14,454 | $ | 606 | $ | (99 | ) | $ | 14,961 | $ | 14,961 | ||||
In the second quarters of fiscal 2016 and 2015, the Corporation received MBS principal payments of $697,000 and $517,000, respectively, and did not sell investment securities. The Corporation purchased U.S. government sponsored enterprise MBS totaling $10.2 million to be held to maturity in the second quarter of fiscal 2016 and did not purchase any investment securities in the second quarter of fiscal 2015. For both the first six months of fiscal 2016 and 2015, the Corporation received MBS principal payments of $1.3 million. The Corporation purchased the $10.2 million of U.S. government sponsored enterprise MBS to be held to maturity in the second quarter of fiscal 2016 and, in the first quarter of fiscal 2015, $250,000 in the common stock of a community development financial institution to help fulfill the Bank's Community Reinvestment Act ("CRA") obligation and held as available for sale.
13
The Corporation held investments with unrealized loss position of $141,000 at December 31, 2015 and $99,000 at June 30, 2015.
As of December 31, 2015 | Unrealized Holding Losses | Unrealized Holding Losses | Unrealized Holding Losses | |||||||||||||||||
(In Thousands) | Less Than 12 Months | 12 Months or More | Total | |||||||||||||||||
Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | |||||||||||||||
Description of Securities | Value | Losses | Value | Losses | Value | Losses | ||||||||||||||
Held to maturity: | ||||||||||||||||||||
U.S. government sponsored enterprise MBS | $ | 10,129 | $ | 34 | $ | — | $ | — | $ | 10,129 | $ | 34 | ||||||||
Total investment securities - held to maturity | $ | 10,129 | $ | 34 | $ | — | $ | — | $ | 10,129 | $ | 34 | ||||||||
Available for sale: | ||||||||||||||||||||
Common stock(1) | $ | 143 | $ | 107 | $ | — | $ | — | $ | 143 | $ | 107 | ||||||||
Total investment securities - available for sale | $ | 143 | $ | 107 | $ | — | $ | — | $ | 143 | $ | 107 | ||||||||
Total investment securities | $ | 10,272 | $ | 141 | $ | — | $ | — | $ | 10,272 | $ | 141 | ||||||||
As of June 30, 2015 | Unrealized Holding Losses | Unrealized Holding Losses | Unrealized Holding Losses | |||||||||||||||||
(In Thousands) | Less Than 12 Months | 12 Months or More | Total | |||||||||||||||||
Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | |||||||||||||||
Description of Securities | Value | Losses | Value | Losses | Value | Losses | ||||||||||||||
Available for sale: | ||||||||||||||||||||
Common stock(1) | $ | 151 | $ | 99 | $ | — | $ | — | $ | 151 | $ | 99 | ||||||||
Total | $ | 151 | $ | 99 | $ | — | $ | — | $ | 151 | $ | 99 | ||||||||
(1) | Common stock of a community development financial institution. |
The Corporation evaluates individual investment securities quarterly for other-than-temporary declines in market value. As of December 31, 2015, the unrealized holding loss was less than 12 months on the common stock, primarily the result of the dilutive nature of the institution's recent merger with another community development financial institution. Based on the nature of the investment, management concluded that such unrealized loss was not other than temporary as of December 31, 2015. The Corporation intends and has the ability to hold the common stock and will not likely be required to sell before realizing a full recovery. The Corporation does not believe that there are any other-than-temporary impairments at December 31, 2015 and 2014; therefore, no impairment losses have been recorded for the quarters and six months ended December 31, 2015 and 2014.
14
Contractual maturities of investment securities as of December 31, 2015 and June 30, 2015 were as follows:
December 31, 2015 | June 30, 2015 | ||||||||||||
(In Thousands) | Amortized Cost | Estimated Fair Value | Amortized Cost | Estimated Fair Value | |||||||||
Held to maturity: | |||||||||||||
Due in one year or less | $ | 800 | $ | 800 | $ | 800 | $ | 800 | |||||
Due after one through five years | — | — | — | — | |||||||||
Due after five through ten years | 10,163 | 10,129 | — | — | |||||||||
Due after ten years | — | — | — | — | |||||||||
Total investment securities - held to maturity | $ | 10,963 | $ | 10,929 | $ | 800 | $ | 800 | |||||
Available for sale: | |||||||||||||
Due in one year or less | $ | — | $ | — | $ | — | $ | — | |||||
Due after one through five years | — | — | — | — | |||||||||
Due after five through ten years | — | — | — | — | |||||||||
Due after ten years | 12,057 | 12,535 | 13,404 | 14,010 | |||||||||
No stated maturity (common stock) | 250 | 143 | 250 | 151 | |||||||||
Total investment securities - available for sale | $ | 12,307 | $ | 12,678 | $ | 13,654 | $ | 14,161 | |||||
Total investment securities | $ | 23,270 | $ | 23,607 | $ | 14,454 | $ | 14,961 | |||||
Note 6: Loans Held for Investment
Loans held for investment, net of fair value adjustments, consisted of the following:
(In Thousands) | December 31, 2015 | June 30, 2015 | ||||
Mortgage loans: | ||||||
Single-family | $ | 343,999 | $ | 365,961 | ||
Multi-family | 372,100 | 347,020 | ||||
Commercial real estate | 98,574 | 100,897 | ||||
Construction | 10,173 | 8,191 | ||||
Other | 72 | — | ||||
Commercial business loans | 487 | 666 | ||||
Consumer loans | 241 | 244 | ||||
Total loans held for investment, gross | 825,646 | 822,979 | ||||
Undisbursed loan funds | (6,725 | ) | (3,360 | ) | ||
Advance payments of escrows | 101 | 199 | ||||
Deferred loan costs, net | 3,634 | 3,140 | ||||
Allowance for loan losses | (8,768 | ) | (8,724 | ) | ||
Total loans held for investment, net | $ | 813,888 | $ | 814,234 | ||
As of December 31, 2015, the Corporation had $11.2 million in mortgage loans that are subject to negative amortization, consisting of $7.9 million in multi-family loans, $3.1 million in single-family loans and $199,000 in commercial real estate loans. This compares to $14.1 million of negative amortization mortgage loans at June 30, 2015, consisting of $10.7 million in multi-family loans, $3.2 million in single-family loans and $227,000 in commercial real estate loans. During the second quarters and six months of fiscal 2016 and 2015, no loan interest income was added to the negative amortization loan balance. Negative amortization involves a greater risk to the Corporation because the loan principal balance may increase by a range of 110% to 115% of the original loan amount during the period of negative amortization and because the loan payment may increase beyond the means
15
of the borrower when loan principal amortization is required. Also, the Corporation has originated interest-only ARM loans, which typically have a fixed interest rate for the first two to five years coupled with an interest only payment, followed by a periodic adjustable rate and a fully amortizing loan payment. As of December 31, 2015 and June 30, 2015, the interest-only ARM loans were $103.6 million and $152.6 million, or 12.6% and 18.6% of loans held for investment, respectively. As of December 31, 2015, the Corporation had $4.2 million of single-family loans, 15 loans, held for investment which were originated for sale but were subsequently transferred to held for investment and are carried at fair value. This compares to $4.5 million of single-family loans, 13 loans, held for investment at June 30, 2015 which were originated for sale but were subsequently transferred to held for investment and are carried at fair value.
The following table sets forth information at December 31, 2015 regarding the dollar amount of loans held for investment that are contractually repricing during the periods indicated, segregated between adjustable rate loans and fixed rate loans. Fixed-rate loans comprised 3% of loans held for investment at December 31, 2015, as compared to 4% at June 30, 2015. Adjustable rate loans having no stated repricing dates that reprice when the index they are tied to reprices (e.g. prime rate index) and checking account overdrafts are reported as repricing within one year. The table does not include any estimate of prepayments which may cause the Corporation’s actual repricing experience to differ materially from that shown.
Adjustable Rate | ||||||||||||||||||
(In Thousands) | Within One Year | After One Year Through 3 Years | After 3 Years Through 5 Years | After 5 Years Through 10 Years | Fixed Rate | Total | ||||||||||||
Mortgage loans: | ||||||||||||||||||
Single-family | $ | 270,765 | $ | 5,372 | $ | 53,265 | $ | 1,974 | $ | 12,623 | $ | 343,999 | ||||||
Multi-family | 71,493 | 117,248 | 174,961 | 5,351 | 3,047 | 372,100 | ||||||||||||
Commercial real estate | 13,282 | 36,260 | 43,716 | — | 5,316 | 98,574 | ||||||||||||
Construction | 4,708 | — | 375 | — | 5,090 | 10,173 | ||||||||||||
Other | — | — | — | — | 72 | 72 | ||||||||||||
Commercial business loans | 163 | — | — | — | 324 | 487 | ||||||||||||
Consumer loans | 236 | — | — | — | 5 | 241 | ||||||||||||
Total loans held for investment, gross | $ | 360,647 | $ | 158,880 | $ | 272,317 | $ | 7,325 | $ | 26,477 | $ | 825,646 | ||||||
The Corporation has developed an internal loan grading system to evaluate and quantify the Bank’s loans held for investment portfolio with respect to quality and risk. Management continually evaluates the credit quality of the Corporation’s loan portfolio and conducts a quarterly review of the adequacy of the allowance for loan losses using quantitative and qualitative methods. The Corporation has adopted an internal risk rating policy in which each loan is rated for credit quality with a rating of pass, special mention, substandard, doubtful or loss. The two primary components that are used during the loan review process to determine the proper allowance levels are individually evaluated allowances and collectively evaluated allowances. Quantitative loan loss factors are developed by determining the historical loss experience, expected future cash flows, discount rates and collateral fair values, among others. Qualitative loan loss factors are developed by assessing general economic indicators such as gross domestic product, retail sales, unemployment rates, employment growth, California home sales and median California home prices. The Corporation assigns individual factors for the quantitative and qualitative methods for each loan category and each internal risk rating.
The Corporation categorizes all of the loans held for investment into risk categories based on relevant information about the ability of the borrower to service their debt such as current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. A description of the general characteristics of the risk grades is as follows:
▪ | Pass - These loans range from minimal credit risk to average however still acceptable credit risk. The likelihood of loss is considered remote. |
▪ | Special Mention - A Special Mention asset has potential weaknesses that may be temporary or, if left uncorrected, may result in a loss. While concerns exist, the bank is currently protected and loss is considered unlikely and not imminent. |
▪ | Substandard - A substandard loan is inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged, if any. Loans so classified must have a well-defined weakness, or weaknesses, that may |
16
jeopardize the liquidation of the debt. A substandard loan is characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.
▪ | Doubtful - A doubtful loan has all of the weaknesses inherent in one classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of the currently existing facts, conditions and values, highly questionable and improbable. |
▪ | Loss - A loss loan is considered uncollectible and of such little value that continuance as an asset of the institution is not warranted. |
The following tables summarize gross loans held for investment, net of fair value adjustments, by loan types and risk category at the dates indicated:
December 31, 2015 | |||||||||||||||||||||||||
(In Thousands) | Single-family | Multi-family | Commercial Real Estate | Construction | Other Mortgage | Commercial Business | Consumer | Total | |||||||||||||||||
Pass | $ | 328,396 | $ | 368,018 | $ | 97,646 | $ | 8,902 | $ | 72 | $ | 387 | $ | 241 | $ | 803,662 | |||||||||
Special Mention | 4,676 | 1,339 | — | — | — | — | — | 6,015 | |||||||||||||||||
Substandard | 10,927 | 2,743 | 928 | 1,271 | — | 100 | — | 15,969 | |||||||||||||||||
Total loans held for investment, gross | $ | 343,999 | $ | 372,100 | $ | 98,574 | $ | 10,173 | $ | 72 | $ | 487 | $ | 241 | $ | 825,646 | |||||||||
June 30, 2015 | ||||||||||||||||||||||
(In Thousands) | Single-family | Multi-family | Commercial Real Estate | Construction | Commercial Business | Consumer | Total | |||||||||||||||
Pass | $ | 347,301 | $ | 339,093 | $ | 98,254 | $ | 8,191 | $ | 557 | $ | 244 | $ | 793,640 | ||||||||
Special Mention | 7,766 | 413 | — | — | — | — | 8,179 | |||||||||||||||
Substandard | 10,894 | 7,514 | 2,643 | — | 109 | — | 21,160 | |||||||||||||||
Total loans held for investment, gross | $ | 365,961 | $ | 347,020 | $ | 100,897 | $ | 8,191 | $ | 666 | $ | 244 | $ | 822,979 | ||||||||
The allowance for loan losses is maintained at a level sufficient to provide for estimated losses based on evaluating known and inherent risks in the loans held for investment and upon management’s continuing analysis of the factors underlying the quality of the loans held for investment. These factors include changes in the size and composition of the loans held for investment, actual loan loss experience, current economic conditions, detailed analysis of individual loans for which full collectability may not be assured, and determination of the realizable value of the collateral securing the loans. The provision (recovery) for (from) the allowance for loan losses is charged (credited) against operations on a quarterly basis, as necessary, to maintain the allowance at appropriate levels. Although management believes it uses the best information available to make such determinations, there can be no assurance that regulators, in reviewing the Corporation’s loans held for investment, will not request a significant increase in its allowance for loan losses. Future adjustments to the allowance for loan losses may be necessary and results of operations could be significantly and adversely affected as a result of economic, operating, regulatory, and other conditions beyond the Corporation’s control.
Non-performing loans are charged-off to their fair market values in the period the loans, or portion thereof, are deemed uncollectible, generally after the loan becomes 150 days delinquent for real estate secured first trust deed loans and 120 days delinquent for commercial business or real estate secured second trust deed loans. For loans that were modified from their original terms, were re-underwritten and identified in the Corporation’s asset quality reports as troubled debt restructurings (“restructured loans”), the charge-off occurs when the loan becomes 90 days delinquent; and where borrowers file bankruptcy, the charge-off occurs when the loan becomes 60 days delinquent. The amount of the charge-off is determined by comparing the loan balance to the estimated fair value of the underlying collateral, less disposition costs, with the loan balance in excess of the estimated fair value charged-off against the allowance for loan losses. The allowance for loan losses for non-performing loans is determined by applying Accounting Standards Codification (“ASC”) 310, “Receivables.” For restructured loans that are less than 90 days delinquent, the allowance for loan losses are segregated into (a) individually evaluated allowances for those loans with applicable discounted cash flow calculations still in their restructuring period, classified lower than pass, and containing an embedded loss component or (b) collectively evaluated allowances based on the aggregated pooling method. For non-performing loans less than 60 days delinquent
17
where the borrower has filed bankruptcy, the collectively evaluated allowances are assigned based on the aggregated pooling method. For non-performing commercial real estate loans, an individually evaluated allowance is derived based on the loan's fair value or collateral's fair value less estimated selling costs and if the fair value is higher than the loan balance, no allowance is required.
The following table summarizes the Corporation’s allowance for loan losses at December 31, 2015 and June 30, 2015:
(In Thousands) | December 31, 2015 | June 30, 2015 | ||||
Collectively evaluated for impairment: | ||||||
Mortgage loans: | ||||||
Single-family | $ | 5,720 | $ | 5,202 | ||
Multi-family | 1,919 | 2,616 | ||||
Commercial real estate | 778 | 734 | ||||
Construction | 304 | 42 | ||||
Other | 1 | — | ||||
Commercial business loans | 17 | 23 | ||||
Consumer loans | 9 | 9 | ||||
Total collectively evaluated allowance | 8,748 | 8,626 | ||||
Individually evaluated for impairment: | ||||||
Mortgage loans: | ||||||
Single-family | — | 78 | ||||
Commercial business loans | 20 | 20 | ||||
Total individually evaluated allowance | 20 | 98 | ||||
Total loan loss allowance | $ | 8,768 | $ | 8,724 | ||
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The following table is provided to disclose additional details on the Corporation’s allowance for loan losses:
For the Quarters Ended December 31, | For the Six Months Ended December 31, | |||||||||||
(Dollars in Thousands) | 2015 | 2014 | 2015 | 2014 | ||||||||
Allowance at beginning of period | $ | 9,034 | $ | 8,888 | $ | 8,724 | $ | 9,744 | ||||
Recovery from the allowance for loan losses | (362 | ) | (354 | ) | (400 | ) | (1,172 | ) | ||||
Recoveries: | ||||||||||||
Mortgage loans: | ||||||||||||
Single-family | 158 | 164 | 227 | 273 | ||||||||
Multi-family | 58 | 93 | 114 | 164 | ||||||||
Commercial real estate | — | — | 216 | — | ||||||||
Commercial business loans | — | — | 85 | — | ||||||||
Consumer loans | — | — | — | 1 | ||||||||
Total recoveries | 216 | 257 | 642 | 438 | ||||||||
Charge-offs: | ||||||||||||
Mortgage loans: | ||||||||||||
Single-family | (118 | ) | (98 | ) | (196 | ) | (317 | ) | ||||
Consumer loans | (2 | ) | — | (2 | ) | — | ||||||
Total charge-offs | (120 | ) | (98 | ) | (198 | ) | (317 | ) | ||||
Net recoveries | 96 | 159 | 444 | 121 | ||||||||
Balance at end of period | $ | 8,768 | $ | 8,693 | $ | 8,768 | $ | 8,693 | ||||
Allowance for loan losses as a percentage of gross loans held for investment | 1.07 | % | 1.08 | % | 1.07 | % | 1.08 | % | ||||
Net recoveries as a percentage of average loans receivable, net, during the period (annualized) | (0.04 | )% | (0.07 | )% | (0.09 | )% | (0.03 | )% | ||||
Allowance for loan losses as a percentage of gross non-performing loans at the end of the period | 67.35 | % | 73.88 | % | 67.35 | % | 73.88 | % | ||||
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The following tables denote the past due status of the Corporation's gross loans held for investment, net of fair value adjustments, at the dates indicated.
December 31, 2015 | |||||||||||||
(In Thousands) | Current | 30-89 Days Past Due | Non-Accrual (1) | Total Loans Held for Investment | |||||||||
Mortgage loans: | |||||||||||||
Single-family | $ | 332,550 | $ | 522 | $ | 10,927 | $ | 343,999 | |||||
Multi-family | 370,147 | — | 1,953 | 372,100 | |||||||||
Commercial real estate | 98,574 | — | — | 98,574 | |||||||||
Construction | 10,173 | — | — | 10,173 | |||||||||
Other | 72 | — | |||||||||||