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

FORM 10-Q
(Mark One)
[ X ]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended
December 31, 2019September 30, 2020

[     ]
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)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, par value $0.01 per share PROV The NASDAQ Stock Market LLC

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.         [X] Yes  [   ] No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).            [X] Yes  [  ] No

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

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


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   [   ] Yes  [X] No

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. As of January 31,October 30, 2020 there were 7,483,0717,442,254 shares of the registrant's common stock, $0.01 par value per share, outstanding.



PROVIDENT FINANCIAL HOLDINGS, INC.
Table of Contents
PART 1  -FINANCIAL INFORMATIONPage
    
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:
 
    
 Condensed Consolidated Statements of Financial Condition 
  as of December 31, 2019September 30, 2020 and June 30, 201920201
 Condensed Consolidated Statements of Operations 
  for the Quarter ended September 30, 2020 and Six Months Ended December 31, 2019 and 20182
 Condensed Consolidated Statements of Comprehensive Income 
  for the Quarter ended September 30, 2020 and Six Months Ended December 31, 2019 and 20183
 Condensed Consolidated Statements of Stockholders’ Equity 
  for the Quarter ended September 30, 2020 and Six Months Ended December 31, 2019 and 20184
 Condensed Consolidated Statements of Cash Flows 
  for the SixThree Months Ended December 31,ended September 30, 2020 and 2019 and 201865
 Notes to Unaudited Interim Condensed Consolidated Financial Statements76
    
ITEM 2  -Management’s Discussion and Analysis of Financial Condition and Results of Operations: 
    
 General4135
 Safe-Harbor Statement4236
 Critical Accounting Policies4337
 Executive Summary and Operating Strategy4337
 Off-Balance Sheet Financing Arrangements and Contractual Obligations4440
 Comparison of Financial Condition at December 31, 2019September 30, 2020 and June 30, 201920204540
 
Comparison of Operating Results
for the Quarter ended September 30, 2020 and Six Months Ended December 31, 2019 and 2018
4742
 Asset Quality5848
 Loan Volume Activities6151
 Liquidity and Capital Resources6151
 Supplemental Information6353
    
ITEM 3  -Quantitative and Qualitative Disclosures about Market Risk6454
    
ITEM 4  -Controls and Procedures6858
    
PART II  -OTHER INFORMATION 
    
ITEM 1  -Legal Proceedings6858
ITEM 1A -Risk Factors6959
ITEM 2  -Unregistered Sales of Equity Securities and Use of Proceeds6959
ITEM 3  -Defaults Upon Senior Securities6959
ITEM 4  -Mine Safety Disclosures6959
ITEM 5  -Other Information6959
ITEM 6  -Exhibits7060
    
SIGNATURES7161
.




PROVIDENT FINANCIAL HOLDINGS, INC.
Condensed Consolidated Statements of Financial Condition
(Unaudited)
In Thousands, Except Share Information

December 31,
 2019
June 30,
 2019
September 30,
 2020
June 30,
 2020
Assets    
Cash and cash equivalents$48,233 $70,632 $66,467 $116,034 
Investment securities – held to maturity, at cost77,161 94,090 193,868 118,627 
Investment securities – available for sale, at fair value5,237 5,969 4,416 4,717 
Loans held for investment, net of allowance for loan losses of
$6,921 and $7,076, respectively; includes $4,173 and $5,094 at fair value, respectively
941,729 879,925 
Loans held for investment, net of allowance for loan losses of
$8,490 and $8,265, respectively; includes $2,240 and $2,258 at fair value, respectively
884,953 902,796 
Accrued interest receivable3,292 3,424 3,373 3,271 
Federal Home Loan Bank (“FHLB”) – San Francisco stock8,199 8,199 7,970 7,970 
Premises and equipment, net10,967 8,226 10,099 10,254 
Prepaid expenses and other assets12,569 14,385 12,887 13,168 
  
Total assets$1,107,387 $ 1,084,850 $1,184,033 $ 1,176,837 
    
Liabilities and Stockholders’ Equity    
    
Liabilities:    
Non interest-bearing deposits$85,846 $90,184 $114,537 $118,771 
Interest-bearing deposits747,804 751,087 790,149 774,198 
Total deposits833,650 841,271 904,686 892,969 
    
Borrowings131,085 101,107 136,031 141,047 
Accounts payable, accrued interest and other liabilities18,876 21,831 18,657 18,845 
Total liabilities983,611 964,209 1,059,374 1,052,861 
    
Commitments and Contingencies (Notes 6 and 10)    
    
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;
18,097,615 and 18,081,365 shares issued; 7,483,071 and
7,486,106 shares outstanding, respectively)
181 181 
Common stock, $.01 par value (40,000,000 shares authorized;
18,097,615 and 18,097,615 shares issued; 7,441,259 and
7,436,315 shares outstanding, respectively)
181 181 
Additional paid-in capital95,118 94,351 95,948 95,593 
Retained earnings193,704 190,839 194,789 194,345 
Treasury stock at cost (10,614,544 and 10,559,259 shares, respectively)(165,360)(164,891)
Treasury stock at cost (10,656,356 and 10,661,300 shares, respectively)(166,358)(166,247)
Accumulated other comprehensive income, net of tax133 161 99 104 
  
Total stockholders’ equity123,776 120,641 124,659 123,976 
  
Total liabilities and stockholders’ equity$1,107,387 $1,084,850 $1,184,033 $1,176,837 

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
 September 30,
 20202019
Interest income:  
    Loans receivable, net$8,917 $10,075 
    Investment securities 478 614 
    FHLB – San Francisco stock 100 143 
    Interest-earning deposits 24 246 
    Total interest income9,519 11,078 
   
Interest expense:  
    Checking and money market deposits 91 110 
    Savings deposits 78 134 
    Time deposits 382 532 
    Borrowings 802 720 
    Total interest expense1,353 1,496 
   
Net interest income8,166 9,582 
Provision (recovery) for loan losses220 (181)
Net interest income, after  provision (recovery) for loan losses7,946 9,763 
   
Non-interest income:  
     Loan servicing and other fees405 133 
     Deposit account fees310 447 
     Card and processing fees364 390 
     Other80 100 
     Total non-interest income1,159 1,070 
   
Non-interest expense:  
     Salaries and employee benefits4,443 4,985 
     Premises and occupancy903 878 
     Equipment275 279 
     Professional expenses414 408 
     Sales and marketing expenses113 117 
     Deposit insurance premiums and regulatory assessments134 (16)
     Other703 587 
     Total non-interest expense6,985 7,238 
   
Income before income taxes2,120 3,595 
Provision for income taxes635 1,033 
     Net income$1,485 $2,562 
   
Basic earnings per share$0.20 $0.34 
Diluted earnings per share$0.20 $0.33 
Cash dividends per share$0.14 $0.14 

  Quarter Ended
December 31,
  Six Months Ended
December 31,
 
  2019  2018  2019  2018 
Interest income:            
    Loans receivable, net $10,320  $10,331  $20,395  $20,505 
    Investment securities  567   444   1,181   789 
    FHLB – San Francisco stock  145   278   288   421 
    Interest-earning deposits  189   387   435   725 
    Total interest income  11,221   11,440   22,299   22,440 
                 
Interest expense:                
    Checking and money market deposits  117   117   227   225 
    Savings deposits  131   147   265   298 
    Time deposits  530   630   1,062   1,251 
    Borrowings  804   715   1,524   1,478 
    Total interest expense  1,582   1,609   3,078   3,252 
                 
Net interest income  9,639   9,831   19,221   19,188 
(Recovery) provision for loan losses  (22)  (217)  (203)  (454)
Net interest income, after  (recovery) provision for loan losses  9,661   10,048   19,424   19,642 
                 
Non-interest income:                
    Loan servicing and other fees  367   277   500   601 
    (Loss) gain on sale of loans, net  (43)  2,263   (129)  5,395 
    Deposit account fees  451   509   898   1,014 
    Loss on sale and operations of real estate owned acquired in the
      settlement of loans, net
     (7)     (6)
    Card and processing fees  371   392   761   790 
    Other  198   161   384   350 
    Total non-interest income  1,344   3,595   2,414   8,144 
                 
Non-interest expense:                
    Salaries and employee benefits  4,999   7,211   9,984   15,461 
    Premises and occupancy  880   1,274   1,758   2,619 
    Equipment  262   495   541   916 
    Professional expenses  331   411   739   858 
    Sales and marketing expenses  212   253   329   422 
    Deposit insurance premiums and regulatory assessments  59   172   43   337 
    Other  811   1,059   1,398   1,966 
    Total non-interest expense  7,554   10,875   14,792   22,579 
Income before income taxes  3,451   2,768   7,046   5,207 
Provision for income taxes  1,053   810   2,086   1,426 
    Net income $2,398  $1,958  $4,960  $3,781 
                 
Basic earnings per share $0.32  $0.26  $0.66  $0.51 
Diluted earnings per share $0.31  $0.26  $0.65  $0.50 
Cash dividends per share $0.14  $0.14  $0.28  $0.28 
.

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 Quarter Ended
 December 31,
For the Six Months Ended
 December 31,
For the Quarter Ended
 September 30,
201920182019201820202019
Net income$2,398 $1,958 $4,960 $3,781 $1,485 $2,562 
   
Change in unrealized holding loss on securities available for sale(21)(28)(40)(58)(7)(18)
Reclassification adjustment for net loss on securities available
for sale included in net loss
      
Other comprehensive loss, before income taxes(21)(28)(40)(58)
Other comprehensive loss, before income tax benefit(7)(18)
   
Income tax benefit(6)(8)(12)(17)(2)(5)
Other comprehensive loss(15)(20)(28)(41)(5)(13)
    
Total comprehensive income$2,383 $1,938 $4,932 $3,740 $1,480 $2,549 










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 Quarter Ended December 31, 2019September 30, 2020 and 2018:2019:
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Treasury
Stock
Accumulated
Other
Comprehensive
Income (Loss),
Net of Tax
 
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Treasury
Stock
Accumulated
Other
Comprehensive
Income (Loss),
Net of Tax
 
SharesAmountTotalSharesAmountTotal
Balance at September 30, 20197,479,682 $181 $94,795 $192,354 $(165,309)$148 $122,169 
Balance at June 30, 20207,436,315 $181 $95,593 $194,345 $(166,247)$104 $123,976 
            
Net income   2,398  2,398    1,485   1,485 
Other comprehensive loss     (15)(15)     (5)(5)
Purchase of treasury stock(1)(2,361)   (51) (51)(2,556)   (30) (30)
Exercise of stock options5,750  83  83 
Distribution of restricted stock7,500         
Forfeiture of restricted stock      81     (81)     
Amortization of restricted stock  219  219   241    241 
Stock options expense  21  21   33    33 
Cash dividends (1)
   (1,048) (1,048)
Cash dividends (2)
   (1,041)  (1,041)
            
Balance at December 31, 20197,483,071 $181 $95,118 $193,704 $(165,360)$133 $123,776 
Balance at September 30, 20207,441,259 $181 $95,948 $194,789 $(166,358)$99 $124,659 

(1)
Cash dividends of $0.14 per share were paid in the quarter ended December 31, 2019.

 
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Treasury
Stock
Accumulated
Other
Comprehensive
Income (Loss),
Net of Tax
 
 SharesAmountTotal
Balance at September 30, 20187,500,860 $181 $95,795 $191,399 $(165,884)$189 $121,680 
        
Net income   1,958   1,958 
Other comprehensive loss     (20)(20)
Purchase of treasury stock (1)
(505)   (8) (8)
Exercise of stock options5,000  73    73 
Distribution of restricted stock1,500        
Amortization of restricted stock  33    33 
Stock options expense  12    12 
Cash dividends (2)
   (1,051)  (1,051)
        
Balance at December 31, 20187,506,855 $181 $95,913 $192,306 $(165,892)$169 $122,677 
(1)
Includes the repurchasepurchase of 5052,556 shares of distributed restricted stock in settlement of employee withholding tax obligations.
(2)
Cash dividends of $0.14 per share were paid in the quarter ended December 31, 2018.September 30, 2020.


 
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Treasury
Stock
Accumulated
Other
Comprehensive
Income (Loss),
Net of Tax
 
 SharesAmountTotal
Balance at June 30, 20197,486,106 $181 $94,351 $190,839 $(164,891)$161 $120,641 
        
Net income   2,562   2,562 
Other comprehensive loss     (13)(13)
Purchase of treasury stock(16,924)   (346) (346)
Exercise of stock options10,500  132    132 
Forfeiture of restricted stock      72     (72)     
Amortization of restricted stock  220    220 
Stock options expense  20    20 
Cash dividends (1)
   (1,047)  (1,047)
        
Balance at September 30, 20197,479,682 $181 $94,795 $192,354 $(165,309)$148 $122,169 

(1)
Cash dividends of $0.14 per share were paid in the quarter ended September 30, 2019.




The accompanying notes are an integral part of these condensed consolidated financial statements.

4


For the Six Months Ended December 31, 2019 and 2018:
 
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Treasury
Stock
Accumulated
Other
Comprehensive
Income (Loss),
Net of Tax
 
 SharesAmountTotal
Balance at June 30, 2019
7,486,106 $181 $94,351 $190,839 $(164,891)$161 $120,641 
        
Net income   4,960   4,960 
Other comprehensive loss     (28)(28)
Purchase of treasury stock(19,285)   (397) (397)
Exercise of stock options16,250  215    215 
Forfeiture of restricted stock
  72
  (72
)
  
Amortization of restricted stock  439    439 
Stock options expense  41    41 
Cash dividends (1)
   (2,095)  (2,095)
        
Balance at December 31, 20197,483,071 $181 $95,118 $193,704 $(165,360)$133 $123,776 
 (1)   Cash dividends of $0.28 per share were paid in the six months ended December 31, 2019.


 
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Treasury
Stock
Accumulated
Other
Comprehensive
Income (Loss),
Net of Tax
 
 SharesAmountTotal
Balance at June 30, 20187,421,426 $181 $94,957 $190,616 $(165,507)$210 $120,457 
        
Net income   3,781   3,781 
Other comprehensive loss     (41)(41)
Purchase of treasury stock (1)
(21,071)   (385) (385)
Exercise of stock options20,000  226    226 
Distribution of restricted stock86,500        
Amortization of restricted stock  397    397 
Stock options expense  333    333 
Cash dividends (2)
   (2,091)  (2,091)
        
Balance at December 31, 20187,506,855 $181 $95,913 $192,306 $(165,892)$169 $122,677 
(1)   Includes the repurchase of 21,071 shares of distributed restricted stock in settlement of employee withholding tax obligations.
(2)   Cash dividends of $0.28 per share were paid in the six months ended December 31, 2018.





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,
Three Months Ended
September 30,
2019201820202019
Cash flows from operating activities:   
Net income$4,960 $3,781 $1,485 $2,562 
Adjustments to reconcile net income to net cash provided by operating activities: 
Adjustments to reconcile net income to net cash provided by (used for) operating
activities:
  
Depreciation and amortization1,356 1,664 1,266 790 
(Recovery) provision for loan losses(203)(454)
Loss (gain) on sale of loans, net129 (5,395)
Provision (recovery) for loan losses220 (181)
Stock-based compensation480 730 274 240 
Provision for deferred income taxes1,432 733 27 1,173 
Decrease in accounts payable, accrued interest and other liabilities(3,052)(482)(158)(1,505)
(Increase) decrease in prepaid expenses and other assets(3,025)537 
Loans originated for sale (342,738)
Proceeds from sale of loans 386,778 
Net cash provided by operating activities2,077 45,154 
Increase in prepaid expenses and other assets(66)(3,288)
Net cash provided by (used for) operating activities3,048 (209)
   
Cash flows from investing activities:   
(Increase) decrease in loans held for investment, net(61,773)27,554 
Decrease (increase) in loans held for investment, net17,157 (44,368)
Maturity of investment securities held to maturity 200 400  
Principal payments from investment securities held to maturity16,702 15,782 9,119 8,872 
Principal payments from investment securities available for sale695 875 295 436 
Purchase of investment securities held to maturity (13,669)(85,117) 
Proceeds from sale of real estate owned 915 
Purchase of premises and equipment(148)(348)(69)(10)
Net cash (used for) provided by investing activities(44,524)31,309 
Net cash used for investing activities(58,215)(35,070)
   
Cash flows from financing activities:   
Decrease in deposits, net(7,621)(34,714)
Increase (decrease) in deposits, net11,717 (9,535)
Repayments of short-term borrowings, net (15,000)(5,000) 
Repayments of long-term borrowings(29)(28)(16)(15)
Proceeds from long-term borrowings30,007   30,000 
Exercise of stock options215 226  132 
Withholding taxes on stock based compensation(32)(413)(30)(27)
Cash dividends(2,095)(2,091)(1,041)(1,047)
Treasury stock purchases(397)(385)(30)(346)
Net cash provided by (used for) financing activities20,048 (52,405)
Net cash provided by financing activities5,600 19,162 
   
Net (decrease) increase in cash and cash equivalents(22,399)24,058 
Net decrease in cash and cash equivalents(49,567)(16,117)
Cash and cash equivalents at beginning of period70,632 43,301 116,034 70,632 
Cash and cash equivalents at end of period$48,233 $67,359 $66,467 $54,515 
Supplemental information:   
Cash paid for interest$3,091 $3,263 $1,343 $1,475 
Cash paid for income taxes$350 $1,525 $1,020 $ 
Transfer of loans held for sale to held for investment$1,085 $724 $ $566 


The accompanying notes are an integral part of these condensed consolidated financial statements.

65

PROVIDENT FINANCIAL HOLDINGS, INC.
Notes to Unaudited Interim Condensed Consolidated Financial Statements

December 31, 2019September 30, 2020

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, 20192020 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, 2019.2020.  The results of operations for the quarter ended December 31, 2019September 30, 2020 are not necessarily indicative of results that may be expected for the entire fiscal year ending June 30, 2020.

2021.

Note 2: Accounting Standard Updates (“ASU”)

There have been no accounting standard updates or changes in the status of their adoption that are significant to the Corporation as previously disclosed in Note 1 of the Corporation's Annual Report on Form 10-K for the year ended June 30, 2019,2020, other than:

ASU 2016-13:
In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” and subsequent amendments to the initial guidance in November 2018, ASU No. 2018-19, April 2019, ASU 2019-04, May 2019, ASU 2019-05, and November 2019 ASU 2019-11, all of which clarifies codification and corrects unintended application of the guidance. In November 2019, the FASB also issued ASU 2019-10, “Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates” extending the adoption date for certain registrants, including the Corporation. These ASUs will be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Corporation is evaluating its current expected loss methodology of its loan and investment portfolios to identify the necessary modifications in accordance with these standards and expects a change in the processes and procedures to calculate the allowance for loan losses, including changes in assumptions and estimates to consider expected credit losses over the life of the loan versus the current accounting practice that utilizes the incurred loss model. A valuation adjustment to its allowance for loan losses or investment portfolio that is identified in this process will be reflected as a one-time adjustment in equity rather than earnings upon adoption. The Corporation is in the process of compiling historical data that will be used to calculate expected credit losses on its loan portfolio to ensure the Corporation is fully compliant with these ASUs at the adoption date and is evaluating the potential impact adoption of these ASUs will have on the Corporation’s Consolidated Financial Statements.

ASU 2018-11
In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)." This ASU introduces a lessee model that brings most leases onto the balance sheet and aligns many of the underlying principles of the new lessor model with those in the new revenue recognition standard, Accounting Standards Codification (“ASC”) 606, Revenue From Contracts With Customers. The new leases standard represents a wholesale change to lease accounting and did not result in significant implementation

7


challenges during the transition period. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. The effective date of this ASU for annual periods is beginning after December 15, 2018 (i.e., calendar periods beginning on January 1, 2019) and interim periods therein. In July 2018, the FASB issued ASU 2018-11, Leases, Targeted Improvements, which allows entities the option of initially applying the new leases standard at the adoption date (such as January 1, 2019, for calendar year- end public business entities) and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Corporation adopted the provisions of ASC 842 effective July 1, 2019 utilizing the transition method allowed under ASU 2018-11 and will not restate comparative periods as well as electing to not separate non-lease components from lease components. The Corporation elected the package of practical expedients permitted under ASC 842's transition guidance, which allows the Corporation to carryforward its historical lease classifications and its assessment as to whether a contract is or contains a lease. The Corporation also elected to not recognize lease assets and lease liabilities for leases with an initial term of 12 months or less. The adoption of ASC 842 did not have a material impact on its consolidated financial statements. See Note 10 for additional discussion.

ASU 2018-13:
In August 2018, the FASBFinancial Accounting Standards Board (“FASB”) issued ASU 2018-13, “Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which modifies disclosure requirements on fair value measurements to improve their effectiveness.” The guidance permits entities to consider materiality when evaluating fair value measurement disclosures and, among other modifications, requires certain new disclosures related to Level 3 fair value measurements. This guidance will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. The guidance only affects disclosures in the notes to the consolidated financial statements and will not otherwise affect the Corporation’s Consolidated Financial Statements. The adoption of this ASU did not have a material impact on its consolidated financial statements. See Note 7 for additional discussion.






6

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 Corporation.

As of December 31,September 30, 2020 and 2019, and 2018, there were outstanding options to purchase 554,500 shares and 509,000560,250 shares of the Corporation’s common stock, respectively. Of those shares, as of December 31,September 30, 2020 and 2019, and 2018, there were no419,500 shares and 45,000no shares, respectively, which were excluded from the diluted EPS computation as their effect was anti-dilutive. As of December 31,September 30, 2020 and 2019, and 2018, there were outstanding restricted stock awards of 209,000 shares and 225,500 shares, and 12,000 shares, respectively.



8

The outstanding restricted stock had no dilutive effect for the quarter ended September 30, 2020, but had a dilutive effect for the quarter ended September 30, 2019.

The following table provides the basic and diluted EPS computations for the quarter ended September 30, 2020 and six months ended December 31, 2019, and 2018, respectively.
 For the Quarter Ended
September 30,
(In Thousands, Except Earnings Per Share)20202019
Numerator:  
Net income  – numerator for basic earnings per share and diluted earnings per share -
  available to common stockholders
$1,485 $2,562 
   
Denominator:  
     Denominator for basic earnings per share:  
         Weighted-average shares7,436 7,482 
   
     Effect of dilutive shares:  
        Stock options21 136 
        Restricted stock 30 
   
     Denominator for diluted earnings per share:  
        Adjusted weighted-average shares and assumed conversions7,457 7,648 
   
Basic earnings per share$0.20 $0.34 
Diluted earnings per share$0.20 $0.33 
  For the Quarter Ended
December 31,
  For the Six Months Ended
December 31,
 
(In Thousands, Except Earnings Per Share) 2019  2018  2019  2018 
Numerator:            
    Net income – numerator for basic earnings per share and
      diluted earnings per share - available to common
      stockholders
 $2,398  $1,958  $4,960  $3,781 
                 
Denominator:                
  Denominator for basic earnings per share:                
    Weighted-average shares  7,482   7,506   7,482   7,468 
                 
    Effect of dilutive shares:                
Stock options  133   89   133   90 
Restricted stock  43   7   36   21 
                 
  Denominator for diluted earnings per share:                
    Adjusted weighted-average shares and assumed
      conversions
  7,658   7,602   7,651   7,579 
                 
Basic earnings per share $0.32  $0.26  $0.66  $0.51 
Diluted earnings per share $0.31  $0.26  $0.65  $0.50 






7

Note 4: Investment Securities

The amortized cost and estimated fair value of investment securities as of December 31, 2019September 30, 2020 and June 30, 20192020 were as follows:

December 31, 2019 
Amortized
Cost
  
Gross
Unrealized
Gains
  
Gross
Unrealized
(Losses)
  
Estimated
Fair
Value
  
Carrying
Value
 
September 30, 2020
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
(Losses)
Estimated
Fair
Value
Carrying
Value
(In Thousands)                   
Held to maturity:                   
U.S. government sponsored enterprise MBS (1)
 $73,545  $1,185  $(64) $74,666  $73,545 $191,224 $2,844 $(147)$193,921 $191,224 
U.S. SBA securities (2)
 2,816    (13) 2,803  2,816 2,044  (18)2,026 2,044 
Certificate of deposits  800         800   800 600   600 600 
Total investment securities - held to maturity $77,161  $1,185  $(77) $78,269  $77,161 $193,868 $2,844 $(165)$196,547 $193,868 
                   
Available for sale:                   
U.S. government agency MBS $3,146  $100  $  $3,246  $3,246 $2,612 $114 $ $2,726 $2,726 
U.S. government sponsored enterprise MBS 1,688  72    1,760  1,760 1,489 17  1,506 1,506 
Private issue CMO (3)
  227   4      231   231 188  (4)184 184 
Total investment securities - available for sale $5,061  $176  $  $5,237  $5,237 $4,289 $131 $(4)$4,416 $4,416 
Total investment securities $82,222  $1,361  $(77) $83,506  $82,398 $198,157 $2,975 $(169)$200,963 $198,284 

(1)
Mortgage-Backed Securities (“MBS”).
(2)
Small Business Administration (“SBA”).
(3)
Collateralized Mortgage Obligations (“CMO”).

9


June 30, 2019 
Amortized
Cost
  
Gross
Unrealized
Gains
  
Gross
Unrealized
(Losses)
  
Estimated
Fair
Value
  
Carrying
Value
 
June 30, 2020
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
(Losses)
Estimated
Fair
Value
Carrying
Value
(In Thousands)                    
Held to maturity                    
U.S. government sponsored enterprise MBS $90,394  $1,289  $(14) $91,669  $90,394 $115,763 $2,636 $(45)$118,354 $115,763 
U.S. SBA securities 2,896    (6) 2,890  2,896 2,064  (17)2,047 2,064 
Certificate of deposits  800        800  800 800   800 800 
Total investment securities - held to maturity $94,090  $1,289  $(20) $95,359  $94,090 $118,627 $2,636 $(62)$121,201 $118,627 
                    
Available for sale                    
U.S. government agency MBS $3,498  $116  $(1) $3,613  $3,613 $2,823 $120 $ $2,943 $2,943 
U.S. government sponsored enterprise MBS 1,998  89    2,087  2,087 1,556 21  1,577 1,577 
Private issue CMO 261  8    269  269 204  (7)197 197 
Total investment securities - available for sale $5,757  $213  $(1) $5,969  $5,969 $4,583 $141 $(7)$4,717 $4,717 
Total investment securities $99,847  $1,502  $(21) $101,328  $100,059 $123,210 $2,777 $(69)$125,918 $123,344 

In the secondfirst quarter of fiscal 20202021 and 2019,2020, the Corporation received MBS principal payments of $8.1$9.4 million and $8.3$9.3 million, respectively, and there were no sales of investment securities during these periods. The Corporation did not purchase any investment securities in the second quarter of fiscal 2020, as compared to the purchase of $13.5purchased $84.9 million of U.S. government sponsored enterprise MBS to be held to maturity in the same periodfirst quarter of fiscal 2019. For the first six months of fiscal 2020 and 2019, the Corporation received MBS principal payments of $17.4 million and $16.7 million, respectively, and there were no sales of investment securities during these periods. The Corporation2021 but did not purchase any investment securities in the first six monthsquarter of fiscal 2020, as compared to the purchase of $13.5 million of U.S. government sponsored enterprise MBS to be held to maturity in the same period of fiscal 2019.2020.

8

The Corporation held investments with an unrealized loss position of $77,000$169,000 at December 31, 2019September 30, 2020 and $21,000$69,000 at June 30, 2019.2020.
As of September 30, 2020
Unrealized Holding
Losses
 
Unrealized Holding
Losses
 
Unrealized Holding
Losses
(In Thousands)Less Than 12 Months 12 Months or More Total
 FairUnrealized FairUnrealized FairUnrealized
Description  of SecuritiesValueLosses ValueLosses ValueLosses
Held to maturity:        
U.S. government sponsored enterprise MBS$63,446 $147  $ $  $63,446 $147 
U.S. SBA securities  $   2,026  18   2,026  18 
Total investment securities – held to maturity$63,446 $147  $2,026 $18  $65,472 $165 
                     
Available for sale
                    
Private issue CMO
$
184
 $
4
  $

 $

  $
184
 $
4
 
Total investment securities – available for sale$
184
 $
4
  $

 $

  $
184
 $
4
 
Total investment securities$
63,630
 $
151
  $
2,026
 $
18
  $
65,656
 $
169
 
As of December 31, 2019
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 SecuritiesValue Losses Value Losses Value Losses 
Held to maturity:            
  U.S. government sponsored enterprise MBS $6,407  $64  $  $  $6,407  $64 
  U.S. SBA securities    $   2,313   13   2,313   13 
Total investment securities – held to maturity $6,407  $64  $2,313  $13  $8,720  $77 
                         
Available for sale                        
Total investment securities – available for sale $  $  $  $  $  $ 
Total investment securities $6,407  $64  $2,313  $13  $8,720  $77 


10


As of June 30, 2019
Unrealized Holding
Losses
 
Unrealized Holding
Losses
 
Unrealized Holding
Losses
As of June 30, 2020
Unrealized Holding
Losses
 
Unrealized Holding
Losses
 
Unrealized Holding
Losses
(In Thousands)Less Than 12 Months 12 Months or More TotalLess Than 12 Months 12 Months or More Total
FairUnrealized FairUnrealized FairUnrealizedFairUnrealized FairUnrealized FairUnrealized
Description of SecuritiesValueLosses ValueLosses ValueLossesValueLosses ValueLosses ValueLosses
Held to maturity             
U.S. government sponsored enterprise MBS$6,507 $8  $1,657 $6  $8,164 $14 $12,731 $45  $ $  $12,731 $45 
U.S. SBA securities  $   2,883  6   2,883  6   $   2,040  17   2,040  17 
Total investment securities – held to maturity$6,507 $8  $4,540 $12  $11,047 $20 $12,731 $45  $2,040 $17  $14,771 $62 
                                        
Available for sale                                        
U.S. government agency MBS$289 $1  $ $  $289 $1 
Private issue CMO$197 $7  $ $  $197 $7 
Total investment securities – available for sale$289 $1  $ $  $289 $1 $197 $7  $ $  $197 $7 
Total investment securities$6,796 $9  $4,540 $12  $11,336 $21 $12,928 $52  $2,040 $17  $14,968 $69 

The Corporation evaluates individual investment securities quarterly for other-than-temporary declines in market value. At December 31, 2019, $13,000September 30, 2020, $18,000 of the $77,000$169,000 unrealized holding losses were 12 months or more; while at June 30, 2019, $12,0002020, $17,000 of the $21,000$69,000 unrealized holding losses were 12 months or more. The Corporation does not believe that thereunrealized losses on investment securities were any other-than-temporary impairments onattributable to changes in interest rates, relative to when the investment securities at December 31,were purchased, and not due to the credit quality of the investment securities. At September 30, 2020 and 2019, the Corporation did not have any investment securities with the intent to sell and 2018;determined it was more likely than not that the Corporation would not be required to sell the securities prior to recovery of the amortized cost basis; therefore, no impairment losses were recorded for the quarter ended December 31, 2019September 30, 2020 and 2018.2019.


9

Contractual maturities of investment securities as of December 31, 2019September 30, 2020 and June 30, 20192020 were as follows:
December 31, 2019 

June 30, 2019
September 30, 2020 June 30, 2020
(In Thousands)Amortized
Cost
Estimated
Fair
Value
 Amortized
Cost
Estimated
Fair
Value
Amortized
Cost
Estimated
Fair
Value
 Amortized
Cost
Estimated
Fair
Value
       
Held to maturity:       
Due in one year or less$800 $800  $400 $400 $600 $600  $800 $800 
Due after one through five years25,201 25,309  32,584 32,728 21,057 21,956  19,389 20,194 
Due after five through ten years30,383 31,066  35,306 36,090 69,215 70,425  50,895 52,315 
Due after ten years20,777 21,094  25,800 26,141 102,996 103,566  47,543 47,892 
Total investment securities - held to maturity$77,161 $78,269  $94,090 $95,359 $193,868 $196,547  $118,627 $121,201 
       
Available for sale:       
Due in one year or less$ $  $ $ $ $  $ $ 
Due after one through five years          
Due after five through ten years          
Due after ten years5,061 5,237  5,757 5,969 4,289 4,416  4,583 4,717 
Total investment securities - available for sale$5,061 $5,237  $5,757 $5,969 $4,289 $4,416  $4,583 $4,717 
Total investment securities$82,222 $83,506  $99,847 $101,328 $198,157 $200,963  $123,210 $125,918 

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Note 5: Loans Held for Investment

Loans held for investment, net of fair value adjustments, consisted of the following:
(In Thousands)December 31,
2019
June 30,
2019
September 30,
2020
June 30,
2020
Mortgage loans:  
Single-family$347,344 $324,952 $288,790 $298,810 
Multi-family479,151 439,041  482,900 491,903 
Commercial real estate107,613 111,928  105,207 105,235 
Construction (1)
6,914 4,638  8,787 7,801 
Other 167  142 143 
Commercial business loans (2)
578 478  923 480 
Consumer loans (3)
140 134  100 94 
Total loans held for investment, gross941,740 881,338 886,849 904,466 
  
Advance payments of escrows56 53 39 68 
Deferred loan costs, net6,854 5,610 6,555 6,527 
Allowance for loan losses(6,921)(7,076)(8,490)(8,265)
Total loans held for investment, net$941,729 $879,925 $884,953 $902,796 

(1)
Net of $6.8$3.4 million and $6.6$4.0 million of undisbursed loan funds as of December 31, 2019September 30, 2020 and June 30, 2019,2020, respectively
(2)
Net of $0.9 million$485 thousand and $1.0 million$935 thousand of undisbursed lines of credit as of December 31, 2019September 30, 2020 and June 30, 2019,2020, respectively.
(3)
Net of $0.5 million$443 thousand and $0.5 million$448 thousand of undisbursed lines of credit as of December 31, 2019September 30, 2020 and June 30, 2019,2020, respectively.

10

The following table sets forth information at December 31, 2019September 30, 2020 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 one percent and two percent of loans held for investment at December 31, 2019September 30, 2020 and June 30, 2019,2020, respectively.  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 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 RateTotal
Within One
Year
After
One Year
Through 3
Years
After
3 Years
Through 5
Years
After
5 Years
Through 10
Years
Fixed RateTotal
Mortgage loans:  
Single-family$83,613 $41,111 $121,719 $90,106 $10,795 $347,344 $75,377 $56,552 $74,327 $74,546 $7,988 $288,790 
Multi-family138,125 162,170 159,357 19,327 172 479,151 158,412 155,709 154,045 14,586 148 482,900 
Commercial real estate38,497 27,918 40,118 685 395 107,613 48,576 28,123 28,195  313 105,207 
Construction5,796    1,118 6,914 6,626    2,161 8,787 
Other    142 142 
Commercial business loans160    418 578 535    388 923 
Consumer loans140     140 100     100 
Total loans held for investment,
gross
$266,331 $231,199 $321,194 $110,118 $12,898 $941,740 $289,626 $240,384 $256,567 $89,132 $11,140 $886,849 

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

12

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, but still acceptable, credit risk.  The likelihood of loss is considered remote.
Pass - These loans range from minimal credit risk to average, but still acceptable, credit risk.  The likelihood of loss is considered remote.
Special Mention - A special mention loan 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.
Special Mention - A special mention loan 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 net 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 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.
Substandard - A substandard loan is inadequately protected by the current sound net 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 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.
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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, 2019 September 30, 2020
(In Thousands)(In Thousands)
Single-
family
Multi-
family
Commercial
Real Estate
Construction
Commercial
Business
ConsumerTotal(In Thousands)
Single-
family
Multi-
family
Commercial
Real Estate
Construction
Other
Mortgage
Commercial
Business
ConsumerTotal
           
PassPass$339,599 $475,330 $106,687 $5,629 $535 $140 $927,920 Pass$281,593 $479,145 $105,207 $8,787 $142 $892 $100 $875,866 
Special MentionSpecial Mention4,276 3,821  1,285   9,382 Special Mention2,175 3,755       5,930 
SubstandardSubstandard3,469  926  43  4,438 Substandard5,022      31  5,053 
Total loans held for
   investment, gross
$347,344 $479,151 $107,613 $6,914 $578 $140 $941,740 
Total loans held for
   investment, gross
$288,790 $482,900 $105,207 $8,787 $142 $923 $100 $886,849 

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 June 30, 2019 June 30, 2020
(In Thousands)(In Thousands)
Single-
family
Multi-
family
Commercial
Real Estate
Construction
Other
Mortgage
Commercial BusinessConsumerTotal(In Thousands)
Single-
family
Multi-
family
Commercial
Real Estate
Construction
Other
Mortgage
Commercial
Business
ConsumerTotal
    
PassPass$314,036 $435,177 $111,001 $3,667 $167 $429 $134 $864,611 Pass$289,942 $488,126 $105,235 $6,098 $143 $445 $94 $890,083 
Special MentionSpecial Mention3,795 3,864 927     8,586 Special Mention3,120 3,777  1,703    8,600 
SubstandardSubstandard7,121   971  49  8,141 Substandard5,748     35  5,783 
Total loans held for
   investment, gross
$324,952 $439,041 $111,928 $4,638 $167 $478 $134 $881,338 
Total loans held for
   investment, gross
$298,810 $491,903 $105,235 $7,801 $143 $480 $94 $904,466 

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.  In response to the novel coronavirus of 2019 (“COVID-19”) pandemic, which has negatively impacted the current economic environment, the qualitative component has been increased in the allowance for loan losses methodology.

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

12

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 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 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 discounted cash flow fair value (for restructured loans) or collateral fair value less estimated selling costs and if the fair value is higher than the loan balance, no allowance is required.


14


The following table is provided to disclose additional details for the periods indicated on the Corporation’s allowance for loan losses:
For the Quarter Ended
December 31,
For the Six Months Ended
December 31,
For the Quarter Ended
September 30,
(Dollars in Thousands)201920182019201820202019
   
Allowance at beginning of period$6,929 $7,155 $7,076 $7,385 $8,265 $7,076 
   
Provision (recovery) for loan losses(22)(217)(203)(454)220 (181)
   
Recoveries:   
Mortgage loans:   
Single-family13 123 49 155 5 36 
Consumer loans1  1 1 
Total recoveries14 123 50 156 5 36 
   
Charge-offs:   
Mortgage loans:   
Single-family  (1)(25) (1)
Consumer loans  (1)(1) (1)
Total charge-offs  (2)(26) (2)
   
Net recoveries (charge-offs)14 123 48 130 5 34 
Balance at end of period$6,921 $7,061 $6,921 $7,061 $8,490 $6,929 
   
Allowance for loan losses as a percentage of gross
loans held for investment at the end of the period
0.73%0.80%0.73%0.80%0.95%0.74%
Net (recoveries) charge-offs as a percentage of average
loans receivable, net, during the period (annualized)
(0.01)%(0.05)%(0.01)%(0.03)%(0.00)%(0.02)%



13

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, 2019 September 30, 2020
(In Thousands)(In Thousands)Current30-89 Days
Past Due
Non-Accrual (1)
Total Loans Held for
Investment, Gross
(In Thousands)Current
30-89 Days
Past Due
Non-Accrual (1)
Total Loans Held for
Investment, Gross
    
Mortgage loans:Mortgage loans: Mortgage loans: 
Single-family$342,893 $982 $3,469 $347,344 Single-family$283,862 $ $4,928 $288,790 
Multi-family479,151   479,151 Multi-family482,900   482,900 
Commercial real estate107,613   107,613 Commercial real estate105,207   105,207 
Construction6,914   6,914 Construction8,787   8,787 
Other142   142 
Commercial business loansCommercial business loans535  43 578 Commercial business loans892  31 923 
Consumer loansConsumer loans136 4  140 Consumer loans98 2  100 
Total loans held for investment, gross$937,242 $986 $3,512 $941,740 Total loans held for investment, gross$881,888 $2 $4,959 $886,849 

(1)  All loans 90 days or greater past due are placed on non-accrual status.

  June 30, 2020
(In Thousands)Current
30-89 Days
Past Due
Non-Accrual(1)
Total Loans Held for
Investment, Gross
      
Mortgage loans:    
 Single-family$293,326 $219 $5,265 $298,810 
 Multi-family491,903   491,903 
 Commercial real estate105,235   105,235 
 Construction7,801   7,801 
 Other143   143 
Commercial business loans445  35 480 
Consumer loans94   94 
 Total loans held for investment, gross$898,947 $219 $5,300 $904,466 

(1)  All loans 90 days or greater past due are placed on non-accrual status.

15

14

  June 30, 2019
(In Thousands)Current
30-89 Days
Past Due
Non-Accrual(1)
Total Loans Held for Investment, Gross
      
Mortgage loans:    
 Single-family$318,671 $660 $5,621 $324,952 
 Multi-family439,041   439,041 
 Commercial real estate111,928   111,928 
 Construction3,667  971 4,638 
 Other167   167 
Commercial business loans429  49 478 
Consumer loans129 5  134 
 Total loans held for investment, gross$874,032 $665 $6,641 $881,338 

(1)  All loans 90 days or greater past due are placed on non-accrual status.

The following tables summarize the Corporation’s allowance for loan losses and recorded investment in gross loans, by portfolio type, at the dates and for the periods indicated.
 Quarter Ended December 31, 2019 
(In Thousands)
Single-
family
  
Multi-
family
  
Commercial
Real Estate
  Construction  Commercial Business  Consumer  Total 
Allowance for loan losses:                    
Allowance at beginning of  period$2,234  $3,507  $1,085  $74  $20  $9  $6,929 
Provision (recovery) for loan losses (90)  (5)  (27)  94   8   (2)  (22)
Recoveries 13               1   14 
Charge-offs                    
Allowance for loan losses,
  end of period
$2,157  $3,502  $1,058  $168  $28  $8  $6,921 
                            
Allowance for loan losses:                           
Individually evaluated for impairment$46  $  $  $  $
$
6
  $  $52 
Collectively evaluated for impairment 2,111   3,502   1,058   168   22   8   6,869 
Allowance for loan losses,
  end of period
$2,157  $3,502  $1,058  $168  $28  $8  $6,921 
                            
Loans held for investment:                           
Individually evaluated for impairment$3,053  $  $  $  $
$
43
  $  $3,096 
Collectively evaluated for impairment 344,291   479,151   107,613   6,914   535   140   938,644 
Total loans held for investment,
  gross
$347,344  $479,151  $107,613  $6,914  $578  $140  $941,740 
Allowance for loan losses as
  a percentage of gross loans
  held for investment
 0.62%  0.73%  0.98%  2.43%  4.84%  5.71%  0.73%

16

 Quarter Ended December 31, 2018 
(In Thousands)
Single-
family
  
Multi-
family
  
Commercial
Real Estate
  Construction  Other  Commercial Business  Consumer  Total 
Allowance for loan losses:                       
Allowance at beginning of  period$2,741  $3,336  $1,012  $38  $3  $19  $6  $7,155 
Provision (recovery) for loan losses (185)  (56)  7   10      7      (217)
Recoveries 123                     123 
Charge-offs                       
Allowance for loan losses,
  end of period
$2,679  $3,280  $1,019  $48  $3  $26  $6  $7,061 
                                
Allowance for loan losses:                               
Individually evaluated for impairment$159  $  $  $  $  $9  $  $168 
Collectively evaluated for impairment 2,520   3,280   1,019   48   3   17   6   6,893 
Allowance for loan losses,
  end of period
$2,679  $3,280  $1,019  $48  $3  $26  $6  $7,061 
                                
Loans held for investment:                               
Individually evaluated for impairment$5,817  $  $  $745  $  $56  $  $6,618 
Collectively evaluated for impairment 306,682   447,033   112,830   3,241   167   399   103   870,455 
Total loans held for investment,
  gross
$312,499  $447,033  $112,830  $3,986  $167  $455  $103  $877,073 
Allowance for loan losses as
  a percentage of gross loans
  held for investment
 0.86%  0.73%  0.90%  1.20%  1.80%  5.71%  5.83%  0.80%




17

 Six Months Ended December 31, 2019 
(In Thousands)
Single-
family
  
Multi-
family
  
Commercial
Real Estate
  Construction  Other  Commercial Business  Consumer  Total 
Allowance for loan losses:                       
Allowance at beginning of  period$2,709  $3,219  $1,050  $61  $3  $26  $8  $7,076 
Provision (recovery) for loan losses (600)  283   8   107   (3)  2      (203)
Recoveries 49                  1   50 
Charge-offs (1)                 (1)  (2)
Allowance for loan losses,
  end of period
$2,157  $3,502  $1,058  $168  $  $28  $8  $6,921 
                                
Allowance for loan losses:                               
Individually evaluated for impairment$46  $  $  $  $  $6  $  $52 
Collectively evaluated for impairment 2,111   3,502   1,058   168      22   8   6,869 
Allowance for loan losses,
  end of period
$2,157  $3,502  $1,058  $168  $  $28  $8  $6,921 
                                
Loans held for investment:                               
Individually evaluated for impairment$3,053  $  $  $  $  $43  $  $3,096 
Collectively evaluated for impairment 344,291   479,151   107,613   6,914      535   140   938,644 
Total loans held for investment,
  gross
$347,344  $479,151  $107,613  $6,914  $  $578  $140  $941,740 
Allowance for loan losses as
  a percentage of gross loans
  held for investment
 0.62%  0.73%  0.98%  2.43%  %  4.84%  5.71%  0.73%






18


Six Months Ended December 31, 2018  Quarter Ended September 30, 2020
(In Thousands)
Single-
family
  
Multi-
family
  
Commercial
Real Estate
  Construction  Other  Commercial Business  Consumer  Total (In Thousands)
Single-
family
Multi-
family
Commercial
Real Estate
Construction   Other Commercial BusinessConsumerTotal
Allowance for loan losses:                       Allowance for loan losses:       
Allowance at beginning of period$2,783  $3,492  $1,030  $47  $3  $24  $6  $7,385 Allowance at beginning of period$2,622 $4,329 $1,110 $171 $3 $24 $6  $8,265 
Provision (recovery) for loan losses (234)  (212)  (11)  1      2      (454)Provision (recovery) for loan losses44 161 52 (55)  18   220 
Recoveries 155                  1   156 Recoveries5         5 
Charge-offs (25)                 (1)  (26)Charge-offs          
Allowance for loan losses,
end of period
$2,679  $3,280  $1,019  $48  $3  $26  $6  $7,061 
Allowance for loan losses,
  end of period
$2,671 $4,490 $1,162 $116 $3 $42 $6  $8,490 
                                     
Allowance for loan losses:                             Allowance for loan losses:       
Individually evaluated for impairment$159  $  $  $  $  $9  $  $168 Individually evaluated for impairment$80 $ $ $ $ $4 $  $84 
Collectively evaluated for impairment 2,520   3,280   1,019   48   3   17   6   6,893 Collectively evaluated for impairment2,591 4,490 1,162 116  3 38 6  8,406 
Allowance for loan losses,
end of period
$2,679  $3,280  $1,019  $48  $3  $26  $6  $7,061 
Allowance for loan losses,
  end of period
$2,671 $4,490 $1,162 $116 $3 $42 $6  $8,490 
                                     
Loans held for investment:                 ��           Loans held for investment:       
Individually evaluated for impairment$5,817  $  $  $745  $  $56  $  $6,618 Individually evaluated for impairment$2,957 $ $ $ $ $31 $  $2,988 
Collectively evaluated for impairment 306,682   447,033   112,830   3,241   167   399   103   870,455 Collectively evaluated for impairment285,833 482,900 105,207 8,787  142 892 100  883,861 
Total loans held for investment,
gross
$312,499  $447,033  $112,830  $3,986  $167  $455  $103  $877,073 
Total loans held for investment,
  gross
$288,790 $482,900 $105,207 $8,787 $142 $923 $100  $886,849 
Allowance for loan losses as
a percentage of gross loans
held for investment
 0.86%  0.73%  0.90%  1.20%  1.80%  5.71%  5.83%  0.80%
Allowance for loan losses as
a percentage of gross loans
held for investment
 0.92
%
 0.93
%
 1.10
%
 1.32
%
 2.11
%
 4.55
%
 6.00
%
  0.95
%






1915

 Quarter Ended September 30, 2019
(In Thousands)Single-
family
Multi-
family
Commercial
Real Estate
Construction Other Commercial BusinessConsumerTotal
Allowance for loan losses:          
Allowance at beginning of  period$2,709 $3,219 $1,050 $61 $3 $26 $8 $7,076 
Provision (recovery) for loan losses(510)288 35 13  (3)(6)2 (181)
Recoveries36        36 
Charge-offs(1)      (1)(2)
 
Allowance for loan losses,
  end of period
$2,234 $3,507 $1,085 $74 $ $20 $9 $6,929 
            
Allowance for loan losses:          
Individually evaluated for impairment$47 $ $ $ $ $7 $ $54 
Collectively evaluated for impairment2,187 3,507 1,085 74   13 9 6,875 
 
Allowance for loan losses,
  end of period
$2,234 $3,507 $1,085 $74 $ $20 $9 $6,929 
            
Loans held for investment:          
Individually evaluated for impairment$3,766 $ $ $1,139 $ $45 $ $4,950 
Collectively evaluated for impairment324,566 479,597 110,652 4,773   323 144 920,055 
 
Total loans held for investment,
  gross
$328,332 $479,597 $110,652 $5,912 $ $368 $144 $925,005 
Allowance for loan losses as
  a percentage of gross loans
  held for investment
 0.68
%
 0.73
%
 0.98
%
 1.25
%
 
%
 5.43
%
 6.25
%
 0.74
%







16

The following tables identify the Corporation’s total recorded investment in non-performing loans by type at the dates and for the periods indicated.  Generally, a loan is placed on non-accrual status when it becomes 90 days past due as to principal or interest or if the loan is deemed impaired, after considering economic and business conditions and collection efforts, where the borrower’s financial condition is such that collection of the contractual principal or interest on the loan is doubtful.  In addition, interest income is not recognized on any loan where management has determined that collection is not reasonably assured.  A non-performing loan may be restored to accrual status when delinquent principal and interest payments are brought current, the borrower(s) has demonstrated sustained payment performance and future monthly principal and interest payments are expected to be collected on a timely basis.  Loans with a related allowance reserve have been individually evaluated for impairment using either a discounted cash flow analysis or, for collateral dependent loans, current appraisals less costs to sell, to establish realizable value.  This analysis may identify a specific impairment amount needed or may conclude that no reserve is needed.  Loans that are not individually evaluated for impairment are included in pools of homogeneous loans for evaluation of related allowance reserves.
  At December 31, 2019  At September 30, 2020
  Unpaid   Net  Unpaid Net
  PrincipalRelatedRecorded Recorded  PrincipalRelatedRecorded Recorded
(In Thousands)(In Thousands)BalanceCharge-offsInvestment
Allowance (1)
Investment(In Thousands)BalanceCharge-offsInvestment
Allowance (1)
Investment
          
Mortgage loans:Mortgage loans:     Mortgage loans: 
Single-family:     Single-family: 
 With a related allowance$1,102 $ $1,102 $
(132)$970  With a related allowance$3,352 $ $3,352 $(430)$2,922 
 
Without a related allowance (2)
2,908 (488)2,420  2,420  
Without a related allowance (2)
2,045 (462)1,583  1,583 
Total single-family4,010 (488)3,522 (132)3,390 Total single-family5,397 (462)4,935 (430)4,505 
          
Commercial business loans:Commercial business loans:     Commercial business loans: 
With a related allowance43  43 (6)37 With a related allowance31  31 (4)27 
Total commercial business loansTotal commercial business loans43  43 (6)37 Total commercial business loans31  31 (4)27 
          
Total non-performing loansTotal non-performing loans$4,053 $(488)$3,565 $
(138)$3,427 Total non-performing loans$5,428 $(462)$4,966 $(434)$4,532 

(1)  Consists of collectively and individually evaluated allowances, specifically assigned to the individual loan, and fair value credit adjustments.
(2)  There was no related allowance for loan losses because the loans have been charged-off to their fair value or the fair value of the collateral is higher than the loan balance.




20


17




  At June 30, 2019  At June 30, 2020
  Unpaid   Net  Unpaid Net
  PrincipalRelatedRecorded Recorded  PrincipalRelatedRecorded Recorded
(In Thousands)(In Thousands)BalanceCharge-offsInvestment
Allowance (1)
Investment(In Thousands)BalanceCharge-offsInvestment
Allowance (1)
Investment
          
Mortgage loans:Mortgage loans:     Mortgage loans: 
Single-family:     Single-family: 
 With a related allowance$2,640 $ $2,640 $
(434)$2,206  With a related allowance$3,289 $ $3,289 $(438)$2,851 
 
Without a related allowance (2)
3,518 (518)3,000  3,000  
Without a related allowance (2)
2,509 (467)2,042  2,042 
Total single-family6,158 (518)5,640 (434)5,206 Total single-family5,798 (467)5,331 (438)4,893 
          
Construction:     
 
Without a related allowance (2)
971  971  971 
Total construction971  971  971 
     
Commercial business loans:Commercial business loans:     Commercial business loans: 
With a related allowance49  49 (8)41 With a related allowance35  35 (4)31 
Total commercial business loansTotal commercial business loans49  49 (8)41 Total commercial business loans35  35 (4)31 
          
Total non-performing loansTotal non-performing loans$7,178 $(518)$6,660 $
(442)$6,218 Total non-performing loans$5,833 $(467)$5,366 $(442)$4,924 

(1)  Consists of collectively and individually evaluated allowances, specifically assigned to the individual loan, and fair value credit adjustments.
(2)  There was no related allowance for loan losses because the loans have been charged-off to their fair value or the fair value of the collateral is higher than the loan balance.

At December 31, 2019,September 30, 2020, there were no commitments to lend additional funds to those borrowers whose loans were classified as non-performing.  At June 30, 2019, there was one non-performing construction loan with undisbursed loan funds of $1.0 million, which was subsequently upgraded to a special mention category in November 2019.

For the quarterboth quarters ended December 31,September 30, 2020 and 2019, and 2018, the Corporation’s average recorded investment in non-performing loans was $4.0 million and $6.6 million, respectively.$5.4 million.  The Corporation records payments on non-performing loans utilizing the cash basis or cost recovery method of accounting during the periods when the loans are on non-performing status. For the quarter ended December 31, 2019,September 30, 2020, the Bank received $57,000$50,000 in interest payments from non-performing loans, of which $34,000$40,000 were recognized as interest income and the remaining $23,000$10,000 were applied to reduce the loan balances under the cost recovery method.  In comparison, for the quarter ended December 31, 2018,September 30, 2019, the Bank received $274,000$153,000 in interest payments from non-performing loans, of which $226,000$129,000 were recognized as interest income and the remaining $48,000$24,000 were applied to reduce the loan balances under the cost recovery method.

For the six months ended December 31, 2019 and 2018, the Corporation’s average recorded investment in non-performing loans was $4.7 million and $6.8 million, respectively.  For the six months ended December 31, 2019, the Bank received $204,000 in interest payments from non-performing loans, of which $157,000 were recognized as interest income and the remaining $47,000 were applied to reduce the loan balances under the cost recovery method.  In comparison, for the six months ended December 31, 2018, the Bank received $395,000 in interest payments from non-performing loans, of which $291,000 were recognized as interest income and the remaining $104,000 were applied to reduce the loan balances under the cost recovery method.

21


18


The following tables present the average recorded investment in non-performing loans and the related interest income recognized for the quarter ended September 30, 2020 and six months ended December 31, 2019 and 2018:2019:
   Quarter Ended December 31,
   2019 2018
   AverageInterest AverageInterest
   RecordedIncome RecordedIncome
(In Thousands)InvestmentRecognized InvestmentRecognized
        
Without related allowances:     
 Mortgage loans:     
  Single-family$2,874 $21  $3,326 $189 
  Construction   745  
   2,874 21  4,071 189 
        
With related allowances:     
 Mortgage loans:     
  Single-family1,105 12  2,487 36 
 Commercial business loans44 1  60 1 
  1,149 13  2,547 37 
       
 Total$4,023 $34  $6,618 $226 


  Six Months Ended December 31,  Quarter Ended September 30,
  2019 2018  2020 2019
  AverageInterest AverageInterest  AverageInterest AverageInterest
  RecordedIncome RecordedIncome  RecordedIncome RecordedIncome
(In Thousands)(In Thousands)InvestmentRecognized InvestmentRecognized(In Thousands)InvestmentRecognized InvestmentRecognized
            
Without related allowances:Without related allowances:     Without related allowances:   
Mortgage loans:     Mortgage loans:   
 Single-family$2,980 $111  $3,963 $229  Single-family$1,883 $  $3,086 $116 
 Construction542 20  496   Construction   1,084  
  3,522 131  4,459 229   1,883   4,170 116 
            
With related allowances:With related allowances:     With related allowances:   
Mortgage loans:     Mortgage loans:   
 Single-family1,151 24  2,279 60  Single-family3,510 40  1,198 12 
Commercial business loans45 2  64 2 Commercial business loans32 1  46 1 
 1,196 26  2,343 62  3,542 41  1,244 13 
          
Total$4,718 $157  $6,802 $291 Total$5,425 $41  $5,414 $129 

For the quarter ended December 31, 2019, no new loans wereSeptember 30, 2020, one loan was restructured from theirits original terms and classified as a restructured loans,loan, while one restructured loan was downgraded from pass to the substandard category and one restructured loan was upgraded from special mention to the pass category. For the six monthsquarter ended December 31,September 30, 2019, no new loans were

22

restructured from their original terms and classified as restructured loans, while two substandard restructured loans were paid off, one restructured loan was downgraded from pass to the substandard category and one restructured loan was upgraded from special mention to the pass category. For the quarter ended December 31, 2018, no new loans were restructured from their original terms and classified as restructured loans, while one restructured loan was paid off. For the six months ended December 31, 2018, no new loans were restructured from their original terms and classified as restructured loans, while one restructured loan was upgraded to the pass category and one restructured loan was paid off. During the quarterboth quarters ended September 30, 2020 and six months ended December 31, 2019, and 2018, no restructured loans were in default within a 12-month period subsequent to their original restructuring. Additionally, during the quarter and six months ended December 31, 2019,September 30, 2020, there was no loan whose modification was extended beyond the initial maturity of the modification. During the quarter and six months ended December 31, 2018, there was one restructured loan with a loan balance of $56,000 whose modification was extended. At both December 31, 2019September 30, 2020 and June 30, 2019,2020, there were no commitments to lend additional funds to those borrowers whose loans were restructured.

As of December 31, 2019,September 30, 2020, the Corporation held sixeight restructured loans with a net outstanding balance of $1.8$2.4 million, and all loans were classified as substandard and on non-accrual status. As of June 30, 2019,2020, the Corporation held eight restructured loans with a net outstanding balance of $3.8 million: one loan was classified as special mention on accrual status ($437,000); one loan was classified as substandard on accrual status ($1.4 million);$2.6 million, and sixall loans were classified as substandard on non-accrual status ($1.9 million).  Substandard assets have one or more defined weaknesses and are characterized by the distinct possibility that the Corporation will sustain some loss if the deficiencies are not corrected.  Assets that do not currently expose the Corporation to sufficient risk to warrant adverse classification but possess weaknesses are designated as special mention and are closely monitored by the Corporation.status. As of December 31, 2019 andSeptember 30, 2020, all of the restructured loans were current with respect to their modified payment terms, as compared to June 30, 2019, $888,000 or 49%, and $2.42020 when $1.1 million or 63%, respectively,44% of the restructured loans were current with respect to their modified payment terms.

The Corporation upgrades restructured single-family loans to the pass category if the borrower has demonstrated satisfactory contractual payments for at least six consecutive months; 12 months for those loans that were restructured more than once; and if the borrower has demonstrated satisfactory contractual payments beyond 12 consecutive months, the loan is no longer categorized as a restructured loan.  In addition to the payment history described above, multi-family, commercial real estate, construction and commercial business loans must also demonstrate a combination of the following characteristics to be upgraded: satisfactory cash flow, satisfactory guarantor support, and additional collateral support, among others.

To qualify for restructuring, a borrower must provide evidence of their creditworthiness such as, current financial statements, their most recent income tax returns, current paystubs, current W-2s, and most recent bank statements, among other documents, which are then verified by the Corporation.  The Corporation re-underwrites the loan with the borrower’s updated financial

19

information, new credit report, current loan balance, new interest rate, remaining loan term, updated property value and modified payment schedule, among other considerations, to determine if the borrower qualifies.



23

The following table summarizes at the dates indicated the restructured loan balances, net of allowance for loan losses, by loan type and non-accrual versus accrual status:type:
 AtAt
(In Thousands)December 31, 2019June 30, 2019
Restructured loans on non-accrual status:  
      Mortgage loans:  
        Single-family$1,783 $1,891 
      Commercial business loans37 41 
        Total1,820 1,932 
   
Restructured loans on accrual status:  
      Mortgage loans:  
        Single-family 1,861 
        Total 1,861 
   
        Total restructured loans$1,820 $3,793 

 AtAt
(In Thousands)September 30, 2020June 30, 2020
Restructured loans on non-accrual status:  
     Mortgage loans:  
        Single-family$2,421 $2,612 
     Commercial business loans27 31 
        Total2,448 2,643 
        Total restructured loans$2,448 $2,643 

The following tables identify the Corporation’s total recorded investment in restructured loans by type at the dates and for the periods indicated.
  At December 31, 2019  At September 30, 2020
  Unpaid   Net  Unpaid Net
  PrincipalRelatedRecorded Recorded  PrincipalRelatedRecorded Recorded
(In Thousands)(In Thousands)BalanceCharge-offsInvestment
Allowance (1)
Investment(In Thousands)BalanceCharge-offsInvestment
Allowance (1)
Investment
          
Mortgage loans:Mortgage loans:     Mortgage loans: 
Single-family:     Single-family: 
 With a related allowance$685 $ $685 $(46)$639  With a related allowance$1,640 $ $1,640 $(86)$1,554 
 
Without a related allowance (2)
1,509 (365)1,144  1,144  
Without a related allowance (2)
1,232 (365)867  867 
Total single-family2,194 (365)1,829 (46)1,783 Total single-family2,872 (365)2,507 (86)2,421 
          
Commercial business loans:Commercial business loans:     Commercial business loans: 
With a related allowance43  43 (6)37 With a related allowance31  31 (4)27 
Total commercial business loansTotal commercial business loans43  43 (6)37 Total commercial business loans31  31 (4)27 
          
Total restructured loansTotal restructured loans$2,237 $(365)$1,872 $(52)$1,820 Total restructured loans$2,903 $(365)$2,538 $(90)$2,448 

(1)  Consists of collectively and individually evaluated allowances, specifically assigned to the individual loan.
(2)  There was no related allowance for loan losses because the loans have been charged-off to their fair value or the fair value of the collateral is higher than the loan balance.


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20

  At June 30, 2019  At June 30, 2020
  Unpaid   Net  Unpaid Net
  PrincipalRelatedRecorded Recorded  PrincipalRelatedRecorded Recorded
(In Thousands)(In Thousands)BalanceCharge-offsInvestment
Allowance(1)
Investment(In Thousands)BalanceCharge-offsInvestment
Allowance(1)
Investment
         
Mortgage loans:Mortgage loans:    Mortgage loans: 
Single-family:    Single-family: 
 With a related allowance$2,199 $ $2,199 $(122)$2,077  With a related allowance$1,650 $ $1,650 $(108)$1,542 
 
Without a related allowance(2)
2,040 (365)1,675  1,675  
Without a related allowance(2)
1,435 (365)1,070  1,070 
Total single-family4,239 (365)3,874 (122)3,752 Total single-family3,085 (365)2,720 (108)2,612 
         
Commercial business loans:Commercial business loans:    Commercial business loans: 
With a related allowance49  49 (8)41 With a related allowance35  35 (4)31 
Total commercial business loansTotal commercial business loans49  49 (8)41 Total commercial business loans35  35 (4)31 
         
Total restructured loansTotal restructured loans$4,288 $(365)$3,923 $(130)$3,793 Total restructured loans$3,120 $(365)$2,755 $(112)$2,643 

(1)  Consists of collectively and individually evaluated allowances, specifically assigned to the individual loan.
(2)  There was no related allowance for loan losses because the loans have been charged-off to their fair value or the fair value of the collateral is higher than the loan balance.

During the quarter ended December 31,September 30, 2020 and 2019, no properties were acquired in the settlement of loans and no previously foreclosed upon properties were sold. This compares to the quarter ended December 31, 2018 when no properties were acquired in the settlement of loans, while one previously foreclosed upon property was sold. For the six months ended December 31, 2019, no properties were acquired in the settlement of loans and no previously foreclosed upon properties were sold. This compares to the six months ended December 31, 2018 when no property was acquired in the settlement of loans, while two previously foreclosed upon properties were sold. As of December 31, 2019September 30, 2020 and June 30, 2019,2020, there was no real estate owned property at both dates.  A new appraisal is obtained on each of the properties at the time of foreclosure and fair value is derived by using the lower of the appraised value or the listing price of the property, net of selling costs.  Any initial loss is recorded as a charge to the allowance for loan losses before being transferred to real estate owned.  Subsequent to transfer to real estate owned, if there is further deterioration in real estate values, specific real estate owned loss reserves are established and charged to the condensed consolidated statements of operations.  In addition, the Corporation records costs to carry real estate owned as real estate owned operating expenses as incurred.

The Coronavirus Aid, Relief, and Economic Security Act of 2020 signed into law on March 27, 2020 ("CARES Act") provided guidance around the modification of loans as a result of the COVID-19 pandemic, which outlined, among other criteria, that short-term modifications made on a good faith basis to borrowers who were current as defined under the CARES Act prior to any relief, are not considered restructured loans. This includes short-term (e.g. six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. Borrowers are considered current under the CARES Act and related guidance if they are less than 30 days past due on their contractual payments at the time a modification program is implemented. The interim condensed consolidated financial information below reflects the application of this guidance.

As of September 30, 2020, the Corporation has 44 single-family forbearance loans, with outstanding balances of $17.2 million or 1.94 percent of total loans, and one multi-family loan with an outstanding balance of $455,000 or 0.05 percent of total loans that were modified in accordance with the CARES Act or Interagency Statement. In addition, as of September 30, 2020, the Corporation had one pending request for payment relief for a single-family loan totaling approximately $264,000.



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As of September 30, 2020, loan forbearance related to COVID-19 hardship requests are described below:

 Forbearance GrantedForbearance CompletedForbearance Remaining
(Dollars In Thousands)
Number of
Loans
Amount
Number of
Loans
Amount
Number of
Loans
Amount
Single-family loans 57 $23,036  13 $5,872  44 $17,164 
Multi-family loans 4  2,043  3  1,588  1  455 
Commercial real estate loans 2  1,069  2  1,069     
Total loan forbearance 63 $26,148  18 $8,529  45 $17,619 


As of September 30, 2020, certain characteristics of loans in forbearance are described below:

(Dollars In Thousands)
Number of
Loans
Amount
% of
Total
Loans
Weighted
Avg. LTV(1)
Weighted
Avg.
FICO(2)
Weighted
Avg. Debt
Coverage
Ratio(3)
Weighted Avg. Forbearance
Period
Granted(4)
Single-family loans 44 $17,164 1.94% 62% 737  N/A  6.0 
Multi-family loans 1  455 0.05% 60% 687  1.32x 3.0 
Total loans in forbearance 45 $17,619 1.99% 62% 733  1.32x 5.9 

(1)
Current loan balance in comparison to the original appraised value.
(2)
At time of loan origination, borrowers and/or guarantors.
(3)
At time of loan origination.
(4)
In months.


Note 6: Derivative and Other Financial Instruments with Off-Balance Sheet Risks

The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers.  These financial instruments include commitments to extend credit in the form of originating loans or providing funds under existing lines of credit, loan sale commitments to third parties and option contracts.  These instruments involve, to varying degrees, elements of credit and interest-rate risk in excess of the amount recognized in the accompanying Condensed Consolidated Statements of Financial Condition.  The Corporation’s exposure to credit loss, in the event of non-performance by the counterparty to these financial instruments, is represented by the contractual amount of these instruments.  The Corporation uses the same credit policies in entering into financial instruments with off-balance sheet risk as it does for on-balance sheet instruments.  As of December 31, 2019September 30, 2020 and June 30, 2019,2020, the Corporation had commitments to extend credit on loans to be held for investment of $10.0$7.7 million and $4.3$13.6 million, respectively.

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22


The following table provides information at the dates indicated regarding undisbursed funds on construction loans, undisbursed funds to borrowers on existing lines of credit with the Corporation as well as commitments to originate loans to be held for investment at the dates indicated below.
CommitmentsDecember 31, 2019June 30, 2019September 30, 2020June 30, 2020
(In Thousands)  
  
Undisbursed loan funds – Construction loans$6,821 $6,592 $3,436 $4,029 
Undisbursed lines of credit – Commercial business loans850 1,003 485 935 
Undisbursed lines of credit – Consumer loans468 479 443 448 
Commitments to extend credit on loans to be held for investment10,021 4,254 7,690 13,579 
Total$18,160 $12,328 $12,054 $18,991 

The following table provides information regarding the allowance for loan losses for the undisbursed funds and commitments to extend credit on loans to be held for investment for the quarter ended September 30, 2020 and six months ended December 31, 2019 and 2018.2019.
For the Quarter Ended
 December 31,
For the Six Months Ended
December 31,
For the Quarter Ended
 September 30,
(In Thousands)201920182019201820202019
Balance, beginning of the period$143 $149 $141 $157 $126 $141 
Provision (recovery)(5)1 (3)(7)(22)2 
Balance, end of the period$138 $150 $138 $150 $104 $143 

In accordance with ASC 815, “Derivatives and Hedging,” and interpretations of the Derivatives Implementation Group of the FASB, the fair value of the commitments to extend credit on loans to be held for sale, loan sale commitments, to be announced (“TBA”) MBS trades, put option contracts and call option contracts are recorded at fair value on the Condensed Consolidated Statements of Financial Condition. The Corporation does not apply hedge accounting to its derivative financial instruments; therefore, all changes in fair value are recorded in earnings. As of December 31, 2019September 30, 2020 and June 30, 2019,2020, there were no outstanding derivative financial instruments.

The net impact of derivative financial instruments recorded within the gain on sale of loans contained in the Condensed Consolidated Statements of Operations during the quarter and six months ended December 31, 2019 and 2018 was as follows:
 For the Quarter Ended
 December 31,
 For the Six Months Ended
December 31,
Derivative Financial Instruments2019201820192018
(In Thousands)    
Commitments to extend credit on loans to be held for sale$ $8 $ $(321)
Mandatory loan sale commitments and TBA MBS trades
 (928) (249)
Total net loss$ $(920)$ $(570)

Loans previously sold to the FHLB – San Francisco under the Mortgage Partnership Finance (“MPF”) program have a recourse liability.  The FHLB – San Francisco absorbs the first four basis points of loss by establishing a first loss account and a credit scoring process is used to calculate the maximum recourse amount for the Bank.  All losses above the Bank’s maximum recourse amount are the responsibility of the FHLB – San Francisco.  The FHLB – San Francisco pays the Bank a credit enhancement fee on a monthly basis to compensate the Bank for accepting the recourse obligation.  As of December 31, 2019September 30, 2020 and June 30, 2019,2020, the Bank serviced $8.3$6.9 million and $9.7$7.4 million of loans under this program, respectively and has established a recourse liability of $50,000$70,000 at both dates.

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Occasionally, the Bank is required to repurchase loans sold to Freddie Mac, Fannie Mae or other investors if it is determined that such loans do not meet the credit requirements of the investor, or if one of the parties involved in the loan misrepresented pertinent facts, committed fraud, or if such loans were 90-days past due within 120 days of the loan funding date.  During the quarter ended December 31, 2019,September 30, 2020, the Bank repurchased two single-family loans totaling $520,000.did not repurchase any loans. In comparison during the same quarter last year, the Bank did not repurchased one loan totaling $566,000 pursuant to the recourse/repurchase any loans. Duringcovenants contained in the first six months of fiscal 2019, the Corporation repurchased three loans totaling $1.1 million. In comparison during the six months ended December 31, 2018, the Corporation repurchased three loans totaling $253,000, including two loans totaling $25,000 that were fully charged off.loan sale agreements. There were no other repurchase requests that did not result in the repurchase of the loan itself, which were settled in the quarterquarters ended December 31, 2019September 30, 2020 and 2018.2019. In addition to the specific recourse liability for the MPF program, the Bank established a recourse liability of $300,000 and $200,000 for loans sold to other investors as of both December 31, 2019September 30, 2020 and June 30, 2019.2020, respectively.



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The following table shows the summary of the recourse liability for the quarter ended September 30, 2020 and six months ended December 31, 2019 and 2018:2019:

For the Quarter Ended
December 31,
 For the Six Months Ended
December 31,
For the Quarter Ended
September 30,
Recourse Liability201920182019201820202019
(In Thousands)   
   
Balance, beginning of the period$250 $250 $250 $283 $270 $250 
Provision (recovery) from recourse liability   (33)
Provision for recourse liability100  
Net settlements in lieu of loan repurchases      
Balance, end of the period$250 $250 $250 $250 $370 $250 


Note 7: Fair Value of Financial Instruments

The Corporation adopted ASC 820, “Fair Value Measurements and Disclosures,” and elected the fair value option pursuant to ASC 825, “Financial Instruments” on loans originated for sale.Instruments.”  ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.  ASC 825 permits entities to elect to measure many financial instruments and certain other assets and liabilities at fair value on an instrument-by-instrument basis (the “Fair Value Option”) at specified election dates.  At each subsequent reporting date, an entity is required to report unrealized gains and losses on items in earnings for which the fair value option has been elected.  The objective of the Fair Value Option is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.


The Corporation also adopted ASU 2018-13, “Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which modifies disclosure requirements on fair value measurements to improve their effectiveness.” The guidance permits entities to consider materiality when evaluating fair value measurement disclosures and, among other modifications, requires certain new disclosures related to Level 3 fair value measurements.

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The following table describes the difference at the dates indicated between the aggregate fair value and the aggregate unpaid principal balance of loans held for investment at fair value:
(In Thousands)
Aggregate
Fair Value
Aggregate
Unpaid
Principal
Balance
Net
Unrealized
Loss
Aggregate
Fair Value
Aggregate
Unpaid
Principal
Balance
Net
Unrealized
Loss
As of December 31, 2019: 
As of September 30, 2020: 
Loans held for investment, at fair value$4,173 $4,284 $(111)$2,240 $2,354 $(114)
  
As of June 30, 2019: 
As of June 30, 2020: 
Loans held for investment, at fair value$5,094 $5,218 $(124)$2,258 $2,369 $(111)

ASC 820-10-65-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly,” provides additional guidance for estimating fair value in accordance with ASC 820, “Fair Value Measurements,” when the volume and level of activity for the asset or liability have significantly decreased.


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ASC 820 establishes a three-level valuation hierarchy that prioritizes inputs to valuation techniques used in fair value calculations.  The three levels of inputs are defined as follows:

Level 1-Unadjusted quoted prices in active markets for identical assets or liabilities that the Corporation has the ability to access at the measurement date.
Level 2-Observable inputs other than Level 1 such as: quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated to observable market data for substantially the full term of the asset or liability.
Level 3-Unobservable inputs for the asset or liability that use significant assumptions, including assumptions of risks.  These unobservable assumptions reflect the Corporation’s estimate of assumptions that market participants would use in pricing the asset or liability.  Valuation techniques include the use of pricing models, discounted cash flow models and similar techniques.

ASC 820 requires the Corporation to maximize the use of observable inputs and minimize the use of unobservable inputs.  If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation.

The Corporation’s financial assets and liabilities measured at fair value on a recurring basis consist of investment securities available for sale, loans held for investment at fair value and interest-only strips and derivative financial instruments;strips; while non-performing loans, mortgage servicing assets ("MSA") and real estate owned, if any, are measured at fair value on a nonrecurring basis.

Investment securities - available for sale are primarily comprised of U.S. government agency MBS, U.S. government sponsored enterprise MBS and privately issued CMO.  The Corporation utilizes quoted prices in active markets for similar securities for its fair value measurement of MBS (Level 2) and broker price indications for similar securities in non-active markets for its fair value measurement of the CMO (Level 3).

Derivative financial instruments are comprised of commitments to extend credit on loans to be held for sale, mandatory loan sale commitments, TBA MBS trades and option contracts.  The fair value of TBA MBS trades is determined using quoted secondary-market prices (Level 2).  The fair values of other derivative financial instruments are determined by quoted prices for a similar commitment or commitments, adjusted for the specific attributes of each commitment (Level 3).
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Loans held for investment at fair value are primarily single-family loans which have been transferred from loans held for sale.  The fair value is determined by the management estimates of the specific credit risk attributes of each loan, in addition to the quoted secondary-market prices which account for the interest rate characteristics of each loan (Level 3).

Non-performing loans are loans which are inadequately protected by the current sound net worth and paying capacity of the borrowers or of the collateral pledged.  The non-performing loans are characterized by the distinct possibility that the Corporation will sustain some loss if the deficiencies are not corrected.  The fair value of a non-performing loan is determined based on an observable market price or current appraised value of the underlying collateral.  Appraised and reported values may be discounted based on management’s historical knowledge, changes in market conditions from the time of valuation, and/or management’s expertise and knowledge of the borrower.  For non-performing loans which are restructured loans, the fair value is derived from discounted cash flow analysis (Level 3), except those which are in the process of foreclosure or 90 days delinquent for which the fair value is derived from the appraised value of its collateral (Level 2).  For other non-performing loans which are not restructured loans, other than non-performing commercial real estate loans, the fair value is derived from relative value analysis: historical experience and management estimates by loan type for which collectively evaluated allowances are assigned (Level 3); or the appraised value of its collateral for loans which are in the process of foreclosure or where borrowers file bankruptcy (Level 2).  For non-performing commercial real estate loans, the fair value is derived from the appraised value of its collateral (Level 2).  Non-performing loans are reviewed and evaluated on at least a quarterly basis for additional allowance and adjusted accordingly, based on the same factors identified above.  This loss is not recorded directly as an adjustment to current earnings or other comprehensive income (loss), but rather as a component in determining the overall adequacy of the allowance for loan losses.  These adjustments to the estimated fair value of non-performing loans may result in increases or decreases to the provision for loan losses recorded in current earnings.

25

The Corporation uses the amortization method for its MSA, which amortizes the MSA in proportion to and over the period of estimated net servicing income and assesses the MSA for impairment based on fair value at each reporting date.  The fair value of the MSA is derived using the present value method; which includes a third party’s prepayment projections of similar instruments, weighted-average coupon rates, estimated servicing costs and discount interest rates (Level 3).

The rights to future income from serviced loans that exceed contractually specified servicing fees are recorded as interest-only strips.  The fair value of interest-only strips is derived using the same assumptions that are used to value the related MSA (Level 3).

The fair value of real estate owned is derived from the lower of the appraised value or the listing price, net of estimated selling costs (Level 2).

The Corporation’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.  While management believes the Corporation’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.


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The following fair value hierarchy tables present information at the dates indicated about the Corporation’s assets measured at fair value on a recurring basis:
 Fair Value Measurement at December 31, 2019 Using:
(In Thousands)Level 1Level 2Level 3Total
Assets:    
    Investment securities - available for sale:    
        U.S. government agency MBS$ $3,246 $ $3,246 
        U.S. government sponsored enterprise MBS 1,760  1,760 
        Private issue CMO  231 231 
           Investment securities - available for sale 5,006 231 5,237 
     
    Loans held for investment, at fair value  4,173 4,173 
    Interest-only strips  13 13 
Total assets$ $5,006 $4,417 $9,423 
     
Liabilities$ $ $ $ 
Total liabilities$ $ $ $ 

Fair Value Measurement at June 30, 2019 Using:Fair Value Measurement at September 30, 2020 Using:
(In Thousands)Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Assets:    
Investment securities - available for sale:    
U.S. government agency MBS$ $3,613 $ $3,613 $ $2,726 $ $2,726 
U.S. government sponsored enterprise MBS 2,087  2,087  1,506  1,506 
Private issue CMO  269 269   184 184 
Investment securities - available for sale 5,700 269 5,969  4,232 184 4,416 
    
Loans held for investment, at fair value  5,094 5,094   2,240 2,240 
Interest-only strips  16 16   13 13 
Total assets$ $5,700 $5,379 $11,079 $ $4,232 $2,437 $6,669 
    
Liabilities:$ $ $ $ 
Liabilities$ $ $ $ 
Total liabilities$ $ $ $ $ $ $ $ 




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26

 Fair Value Measurement at June 30, 2020 Using:
(In Thousands)Level 1Level 2Level 3Total
Assets:    
     Investment securities - available for sale:    
          U.S. government agency MBS$ $2,943 $ $2,943 
          U.S. government sponsored enterprise MBS 1,577  1,577 
          Private issue CMO  197 197 
               Investment securities - available for sale 4,520 197 4,717 
     
     Loans held for investment, at fair value  2,258 2,258 
     Interest-only strips  14 14 
Total assets$ $4,520 $2,469 $6,989 
     
Liabilities:$ $ $ $ 
Total liabilities$ $ $ $ 


The following tables summarize reconciliations of the beginning and ending balances during the periods shown of recurring fair value measurements recognized in the Condensed Consolidated Statements of Financial Condition using Level 3 inputs:
 For the Quarter Ended September 30, 2020 
 
Fair Value Measurement
Using Significant Other Unobservable Inputs
(Level 3)
 
(In Thousands)
Private Issue
CMO
 
Loans Held For Investment,
at fair value (1)
 
Interest-
Only Strips
 Total
 
Beginning balance at June 30, 2020$
197
 $
2,258
 $
14
 $
2,469
 
   Total gains or losses (realized/unrealized):        
      Included in earnings (4) (4)
      Included in other comprehensive loss4  (1)(3)
   Purchases    
   Issuances    
   Settlements(17)(14) (31)
   Transfers in and/or out of Level 3    
Ending balance at September 30, 2020$184 $2,240 $13 $2,437 
  For the Quarter Ended December 31, 2019 
  
Fair Value Measurement
Using Significant Other Unobservable Inputs
(Level 3)
 
(In Thousands) 
Private Issue
CMO
 
Loans Held For Investment,
at fair value (1)
 
Interest-
Only Strips
  Total 
Beginning balance at September 30, 2019 $253  $4,386
  $14  $4,653
 
    Total gains or losses (realized/unrealized):                
        Included in earnings     31      31 
        Included in other comprehensive loss  (3)     (1)  (4)
    Purchases            
    Issuances            
    Settlements  (19)  (244)     (263)
    Transfers in and/or out of Level 3            
Ending balance at December 31, 2019 $231  $4,173  $13  $4,417 

(1)
The valuation of loans held for investment at fair value includes management estimates of the specific credit risk attributes of each loan, in addition to the quoted secondary-market prices which account for the interest rate characteristics of each loan.


 For the Quarter Ended December 31, 2018 
 
Fair Value Measurement
Using Significant Other Unobservable Inputs
(Level 3)
 
(In Thousands)
Private
Issue
CMO
  
Loans Held
For
Investment, at
fair value (1)
  
Interest-
Only
Strips
  
Loan
Commitments to Originate (2)
  
Mandatory
Commitments (3)
  Total 
Beginning balance at September 30, 2018$316  $4,945  $24  $496  $(9) $5,772 
    Total gains or losses (realized/unrealized):                       
        Included in earnings    95      8   (1)  102 
        Included in other comprehensive loss (1)     (3)        (4)
    Purchases                 
    Issuances                 
    Settlements (5)  (45)        1   (49)
    Transfers in and/or out of Level 3                 
Ending balance at December 31, 2018$310
  $4,995
  $21
  $504
  $(9)
 $5,821
 


(1)
The valuation of loans held for investment at fair value includes the management estimates of the specific credit risk attributes of each loan, in addition to the quoted secondary-market prices which account for the interest rate characteristics of each loan.
(2)
Consists of commitments to extend credit on loans to be held for sale.
(3)
Consists of mandatory loan sale commitments.


3127

 For the Six Months Ended December 31, 2019 For the Quarter Ended September 30, 2019 
 
Fair Value Measurement
Using Significant Other Unobservable Inputs
(Level 3)
 
Fair Value Measurement
Using Significant Other Unobservable Inputs
(Level 3)
 
(In Thousands) 
Private Issue
CMO
  
Loans Held For Investment,
at fair value (1)
  
Interest-
Only Strips
  Total 
Private Issue
CMO
 
Loans Held For Investment,
at fair value (1)
 
Interest-
Only Strips
 Total 
Beginning balance at June 30, 2019 $269  $5,094  $16  $5,379 $
269
 $
5,094
 $
16
 $
5,379
 
Total gains or losses (realized/unrealized):                    
Included in earnings   13    13  (18) (18)
Included in other comprehensive loss (3)   (3) (6)  (2)(2)
Purchases            
Issuances            
Settlements (35) (934)   (969)(16)(690) (706)
Transfers in and/or out of Level 3             
Ending balance at December 31, 2019 $231  $4,173  $13  $4,417 
Ending balance at September 30, 2019$253 $4,386 $14 $4,653 

(1)
The valuation of loans held for investment at fair value includes management estimates of the specific credit risk attributes of each loan, in addition to the quoted secondary-market prices which account for the interest rate characteristics of each loan.

 For the Six Months Ended December 31, 2018 
 
Fair Value Measurement
Using Significant Other Unobservable Inputs
(Level 3)
 
(In Thousands)
Private
Issue
CMO
  
Loans Held
For
Investment, at
fair value (1)
  
Interest-
Only
Strips
  
Loan
Commitments
to Originate (2)
  
Mandatory
Commitments (3)
  Total 
Beginning balance at June 30, 2018$350  $5,234  $23  $825  $(32) $6,400 
    Total gains or losses (realized/unrealized):                       
        Included in earnings    46      (321)  21   (254)
        Included in other comprehensive loss (1)     (2)        (3)
    Purchases                 
    Issuances                 
    Settlements (39)  (755)        2   (792)
    Transfers in and/or out of Level 3    470            470 
Ending balance at December 31, 2018$310  $4,995  $21  $504  $(9) $5,821 

(1)
The valuation of loans held for investment at fair value includes the management estimates of the specific credit risk attributes of each loan, in addition to the quoted secondary-market prices which account for the interest rate characteristics of each loan.
(2)
Consists of commitments to extend credit on loans to be held for sale.
(3)
Consists of mandatory loan sale commitments.



32

The following fair value hierarchy tables present information about the Corporation’s assets measured at fair value at the dates indicated on a nonrecurring basis:
Fair Value Measurement at December 31, 2019 Using:Fair Value Measurement at September 30, 2020 Using:
(In Thousands)Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Non-performing loans$ $2,420 $1,007 $3,427 $ $1,583 $2,949 $4,532 
Mortgage servicing assets  527 527   295 295 
Real estate owned, net    
Total$ $2,420 $1,534 $3,954 $ $1,583 $3,244 $4,827 

Fair Value Measurement at June 30, 2019 Using:Fair Value Measurement at June 30, 2020 Using:
(In Thousands)Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Non-performing loans$ $3,971 $2,247 $6,218 $ $2,042 $2,882 $4,924 
Mortgage servicing assets  627 627   382 382 
Real estate owned, net    
Total$ $3,971 $2,874 $6,845 $ $2,042 $3,264 $5,306 




33

28

The following table presents additional information about valuation techniques and inputs used for assets and liabilities, which are measured at fair value and categorized within Level 3 as of December 31, 2019:September 30, 2020:
(Dollars In Thousands)Fair Value
As of
December 31,
2019
Valuation
Techniques
Unobservable Inputs
Range(1)
(Weighted Average)
Impact to
Valuation
from an
Increase in
Inputs(2)
Fair Value
As of
September 30,
2020
Valuation
Techniques
Unobservable Inputs
Range(1)
(Weighted Average)
Impact to
Valuation
from an
Increase in
Inputs(2)
          
Assets:          
Securities available-for sale:
Private issue CMO
$231 
Market comparable
pricing
Comparability adjustment1.7% - 2.3% (1.9%)Increase$184 Market comparable pricingComparability adjustment
(1.3)% - (2.2)%
((1.5)%)
Increase
          
Loans held for investment, at
fair value
$4,173 
Relative value
analysis
Broker quotes

Credit risk factor
98.0% - 104.1%
(101.4%) of par
0.0% - 100.0% (3.8%)
Increase

Decrease
$2,240 Relative value analysis
Broker quotes
Credit risk factor
98.0% - 105.7%
(101.3%) of par
1.5% - 100.0% (6.1%)
Increase

Decrease
          
Non-performing loans(3)
$676 Discounted cash flowDefault rates5.0%Decrease$1,581 Discounted cash flowDefault rates5.0%Decrease
          
Non-performing loans(4)
$331 
Relative value
analysis
Credit risk factor20.0% - 30.0% (20.5%)Decrease$1,368 Relative value analysisCredit risk factor20.0% - 30.0% (20.1%)Decrease
          
Mortgage servicing assets$527 Discounted cash flow
Prepayment speed (CPR)
Discount rate
12.1% - 60.0% (22.5%)
9.0% - 10.5% (9.1%)
Decrease
Decrease
$295 Discounted cash flow
Prepayment speed (CPR)
Discount rate
19.5% - 60.0% (29.6%)
9.0% - 10.5% (9.1%)
Decrease
Decrease
          
Interest-only strips$13 Discounted cash flow
Prepayment speed (CPR)
Discount rate
16.0% - 43.8% (41.2%)
9.0%
Decrease
Decrease
$13 Discounted cash flow
Prepayment speed (CPR)
Discount rate
19.5% - 29.7% (28.9%)
9.0%
Decrease
Decrease
          
Liabilities:          
None              
          
(1)
The range is based on the historical estimated fair values and management estimates.
(2)
Unless otherwise noted, this column represents the directional change in the fair value of the Level 3 investments that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect. Significant changes in these inputs in isolation could result in significantly higher or lower fair value measurements.
(3)
Consists of restructured loans.
(4)
Consists of other non-performing loans, excluding restructured loans.

The significant unobservable inputs used in the fair value measurement of the Corporation’s assets and liabilities include the following: prepayment speeds, discount rates and broker quotes, among others.  Significant increases or decreases in any of these inputs in isolation could result in significantly lower or higher fair value measurement. The various unobservable inputs used to determine valuations may have similar or diverging impacts on valuation.


34
29

The carrying amount and fair value of the Corporation’s other financial instruments as of December 31, 2019September 30, 2020 and June 30, 20192020 was as follows:
December 31, 2019September 30, 2020
(In Thousands)Carrying
Amount
Fair
Value

Level 1

Level 2

Level 3
Carrying
Amount
Fair
Value

Level 1

Level 2

Level 3
Financial assets:      
Investment securities - held to maturity$77,161 $78,269 $ $78,269 $ $193,868 $196,547 $ $196,547 $ 
Loans held for investment, not recorded at fair value$937,556 $919,915 $ $ $919,915 $882,713 $885,029 $ $ $885,029 
FHLB – San Francisco stock$8,199 $8,199 $ $8,199 $ $7,970 $7,970 $ $7,970 $ 
      
Financial liabilities:      
Deposits$833,650 $805,716 $ $ $805,716 $904,686 $874,890 $ $ $874,890 
Borrowings$131,085 $133,040 $ $ $133,340 $136,031 $141,581 $ $ $141,581 

June 30, 2019June 30, 2020
(In Thousands)Carrying
Amount
Fair
Value

Level 1

Level 2

Level 3
Carrying
Amount
Fair
Value

Level 1

Level 2

Level 3
Financial assets:     
Investment securities - held to maturity$94,090 $95,359 $ $
95,359 $ $118,627 $121,201 $ $121,201 $ 
Loans held for investment, not recorded at fair value$874,831 $861,374 $ $
 $861,374 $900,538 $902,074 $ $ $902,074 
FHLB – San Francisco stock$8,199 $8,199 $ $
8,199 $ $7,970 $7,970 $ $7,970 $ 
     
Financial liabilities:     
Deposits$841,271 $813,087 $ $
 $813,087 $892,969 $864,239 $ $ $864,239 
Borrowings$101,107 $102,826 $ $
 $102,826 $141,047 $149,976 $ $ $149,976 

Investment securities - held to maturity:  The investment securities - held to maturity consist of time deposits at CRA qualified minority financial institutions, U.S. SBA securities and U.S. government sponsored enterprise MBS.  Due to the short-term nature of the time deposits, the principal balance approximated fair value (Level 2).  For the MBS and the U.S. SBA securities, the Corporation utilizes quoted prices in active markets for similar securities for its fair value measurement (Level 2).

Loans held for investment, not recorded at fair value: For loans that reprice frequently at market rates, the carrying amount approximates the fair value.  For fixed-rate loans, the fair value is determined by either (i) discounting the estimated future cash flows of such loans over their estimated remaining contractual maturities using a current interest rate at which such loans would be made to borrowers, or (ii) quoted market prices.

FHLB – San Francisco stock: The carrying amount reported for FHLB – San Francisco stock approximates fair value. When redeemed, the Corporation will receive an amount equal to the par value of the stock.

Deposits: The fair value of time deposits is estimated using a discounted cash flow calculation. The discount rate is based upon rates currently offered for deposits of similar remaining maturities.  The fair value of transaction accounts (checking, money market and savings accounts) is estimated using a discounted cash flow calculation and management estimates of current market conditions.


30

Borrowings: The fair value of borrowings has been estimated using a discounted cash flow calculation.  The discount rate on such borrowings is based upon rates currently offered for borrowings of similar remaining maturities.

35

The Corporation has various processes and controls in place to ensure that fair value is reasonably estimated.  The Corporation generally determines fair value of their Level 3 assets and liabilities by using internally developed models which primarily utilize discounted cash flow techniques and prices obtained from independent management services or brokers.  The Corporation performs due diligence procedures over third-party pricing service providers in order to support their use in the valuation process.

While the Corporation believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.  During the quarter ended December 31, 2019,September 30, 2020, there were no significant changes to the Corporation’s valuation techniques that had, or are expected to have, a material impact on its condensed consolidated financial position or results of operations.


Note 8: Reclassification Adjustment of Accumulated Other Comprehensive Income ("AOCI")

The following tables provide the changes in AOCI by component for the quarter ended September 30, 2020 and six months ended December 31, 2019 and 2018.2019.
For the Quarter Ended December 31, 2019For the Quarter Ended September 30, 2020
Unrealized gains and losses onUnrealized gains and losses on
(In Thousands)
Investment securities
available for sale
Interest-
only strips
Total
Investment securities
available for sale
Interest-
only strips
Total
  
Beginning balance at September 30, 2019$138 $10 $148 
Beginning balance at June 30, 2020$94 $10 $104 
  
Other comprehensive loss before reclassifications(14)(1)(15)(4)(1)(5)
Amount reclassified from accumulated other comprehensive income      
Net other comprehensive loss(14)(1)(15)(4)(1)(5)
  
Ending balance at December 31, 2019$124 $9 $133 
Ending balance at September 30, 2020$90 $9 $99 

For the Quarter Ended December 31, 2018For the Quarter Ended September 30, 2019
Unrealized gains and losses onUnrealized gains and losses on
(In Thousands)
Investment securities
available for sale
Interest-
only strips
Total
Investment securities
available for sale
Interest-
only strips
Total
  
Beginning balance at September 30, 2018$172 $17 $189 
Beginning balance at June 30, 2019$150 $11 $161 
  
Other comprehensive loss before reclassifications(18)(2)(20)(12)(1)(13)
Amount reclassified from accumulated other comprehensive income      
Net other comprehensive loss(18)(2)(20)(12)(1)(13)
  
Ending balance at December 31, 2018$154 $15 $169 
 
Ending balance at September 30, 2019$138 $10 $148 


36


31

 For the Six Months Ended December 31, 2019
 Unrealized gains and losses on
(In Thousands)
Investment securities
available for sale
Interest-
only strips
Total
    
Beginning balance at June 30, 2019$150 $11 $161 
    
Other comprehensive loss before reclassifications(26)(2)(28)
Amount reclassified from accumulated other comprehensive income   
Net other comprehensive loss(26)(2)(28)
    
Ending balance at December 31, 2019$124 $9 $133 

 For the Six Months Ended December 31, 2018
 Unrealized gains and losses on
(In Thousands)
Investment securities
available for sale
Interest-
only strips
Total
    
Beginning balance at June 30, 2018$194 $16 $210 
    
Other comprehensive loss before reclassifications(40)(1)(41)
Amount reclassified from accumulated other comprehensive income   
Net other comprehensive loss(40)(1)(41)
    
Ending balance at December 31, 2018$154 $15 $169 


Note 9: Revenue From Contracts With Customers

In accordance with ASC 606, revenues are recognized when goods or services are transferred to the customer in exchange for the consideration the Corporation expects to be entitled to receive. The largest portion of the Corporation's revenue is from interest income, which is not in the scope of ASC 606. All of the Corporation's revenue from contracts with customers in the scope of ASC 606 is recognized in non-interest income.

If a contract is determined to be within the scope of ASC 606, the Corporation recognizes revenue as it satisfies a performance obligation. Payments from customers are generally collected at the time services are rendered, monthly or quarterly. For contracts with customers within the scope of ASC 606, revenue is either earned at a point in time or revenue is earned over time. Examples of revenue earned at a point in time are automated teller machine ("ATM") transaction fees, wire transfer fees, overdraft fees and interchange fees. Revenue is primarily based on the number and type of transactions that are generally derived from transactional information accumulated by our systems and is recognized immediately as the transactions occur or upon providing the service to complete the customer's transaction. The Corporation is generally the principal in these contracts, with the exception of interchanges fees, in which case the Corporation is acting as the agent and records revenue net of expenses paid to the principal. Examples of revenue earned over time, which generally occur on a monthly basis, are deposit account maintenance fees, investment advisory fees, merchant revenue, trust and investment management fees and safe deposit box fees. Revenue is generally derived from transactional information accumulated by our systems or those of third-parties and is recognized as the related transactions occur or services are rendered to the customer.

37

Disaggregation of Revenue:

The following table includes the Corporation's non-interest income disaggregated by type of services for the quarter ended September 30, 2020 and six months ended December 31, 2019 and 2018:2019:

 For the Quarter Ended
 December 31,
 For the Six Months Ended
December 31,
Type of Services2019201820192018
(In Thousands)    
Asset management fees$84 $56 $164 $138 
Debit card and ATM fees394 413 815 832 
Deposit related fees466 519 931 1,038 
Loan related fees8 1 14 13 
BOLI (1)
46 47 93 93 
Loan servicing fees (1)
367 277 500 601 
Net gain (loss) on sale of loans (1) (2)
(43)2,263 (129)5,395 
Other22 19 26 34 
Total non-interest income$1,344 $3,595 $2,414 $8,144 
 
For the Quarter Ended
September 30,
Type of Services20202019
(In Thousands)  
Loan servicing and other fees(1)
$405 $133 
Deposit account fees           310            447 
Card and processing fees            364              390 
Other(2)
             80              100 
Total non-interest income$1,159 $1,070 

(1)
Not in scope of ASC 606.
(2)
There were no loan sales in the quarterIncludes BOLI of $48 thousand and first six months of fiscal 2020 as compared to the loan sale volume of $131.3 million and $313.1 million$47 thousand for the quarter ended September 30, 2020 and first six months2019, respectively, which are not in scope of fiscal 2019, respectively.ASC 606.

For the quarter ended September 30, 2020 and six months ended December 31, 2019, and 2018, substantially all of the Corporation's revenues within the scope of ASC 606 are for performance obligations satisfied at a specified date.

Revenues recognized in scope of ASC 606:

Asset managementDeposit account fees: Asset management feesFees are variable, since they are basedearned on the underlying portfolio value, which is subjectBank's deposit accounts for various products offered to market conditionsor services performed for the Bank's customers. Fees include business account fees, non-sufficient fund fees, ATM fees and amounts invested by clients through a third-party provider. Asset managementothers. These fees are recognized overconcurrent with the period that services are provided, and whenevent on a daily, monthly or quarterly basis, depending on the portfolio values are known or can be estimated at the endtype of each month.service.

Debit cardCard and ATMprocessing fees: Debit and ATM interchange income represents fees earned when a debit card issued by the Bank is used. The Bank earns interchange fees from debit cardholder transactions through a third party payment network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with

32

the transaction processing services provided to the cardholder. The performance obligation is satisfied and the fees are earned when the cost of the transaction is charged to the cardholders' debit card. Certain expenses directly associated with the debit cards are recorded on a net basis with the interchange income.

Deposit related feesOther: Fees are earned on the Bank's deposit accounts for various products offered to or services performed for the Bank's customers. Fees include business accountIncludes asset management fees, non-sufficient fundcertain loan related fees, stop payment fees, wire services fees, safe deposit box and others. These fees are recognized on a daily, monthly or quarterly basis, depending on the type of service.

Loan related fees: Non-interest loan fee income is earned on loans that the Bank services, excluding loan servicing fees which are not within the scope of ASC 606. Loan related fees include prepayment fees, late charges, brokered loan fees, maintenance fees and others. Theseother fees are recognized on a daily, monthly, quarterly or annual basis, depending on the type of service.

Other: Fees earned on other services, such as merchant services or occasional non-recurring type services, are recognized at the time of the event or the applicable billing cycle. Asset management fees are variable, since they are based on the underlying portfolio value, which is subject to market conditions and amounts invested by customers through a third-party provider. Asset management fees are recognized over the period that services are provided, and when the portfolio values are known or can be estimated at the end of each month. Loan related fees include (loss) gain on sale of loans, prepayment fees, late charges, brokered loan fees, maintenance fees and others. These fees are recognized concurrent with the event on a daily, monthly, quarterly or annual basis, depending on the type of service.


38

Note 10: Leases

The Corporation accounts for its leases in accordance with ASC 842, which was implemented on July 1, 2019, and requires the Corporation to record liabilities for future lease obligations as well as assets representing the right to use the underlying leased assets. The Corporation’s leases primarily represent future obligations to make payments for the use of buildings, space or equipment for its operations. Liabilities to make future lease payments are recorded in accounts payable, accrued interest and other liabilities, while right-of-use assets are recorded in premises and equipment in the Corporation’s condensed consolidated statements of financial condition. At December 31, 2019,September 30, 2020, all of the Corporation’s leases were classified as operating leases and the Corporation did not have any operating leases with an initial term of 12 months or less (“short-term leases”). Liabilities to make future lease payments and right of use assets are recorded for operating leases and do not include short-term leases. These liabilities and right-of-use assets are determined based on the total contractual base rents for each lease, which include options to extend or renew each lease, where applicable, and where the Corporation believes it has an economic incentive to extend or renew the lease. Due to the fact that lease extensions are not reasonably certain,  the Corporation generally does not recognize payments occurring during option periods in the calculation of its operating right-of-use lease assets and operating lease liabilities. The Corporation utilizes the FHLB - San Francisco rates as a discount rate for each of the remaining contractual terms at the adoption date as well as for future leases if the discount rate is not stated in the lease. For leases that contain variable lease payments, the Corporation assumes future lease payment escalations based on a lease payment escalation rate specified in the lease or the specified index rate observed at the time of lease commencement. Liabilities to make future lease payments are accounted for using the interest method, being reduced by periodic contractual lease payments net of periodic interest accretion. Right-of-use assets for operating leases are amortized over the term of the associated lease by amounts that represent the difference between periodic straight-line lease expense and periodic interest accretion in the related liability to make future lease payments.

For the quarterquarters ended September 30, 2020 and six months ended December 31, 2019, expenseexpenses associated with the Corporation’s leases totaled $211,000 and $401,000,$190,000, respectively, and waswere recorded in premises and occupancy expenses and equipment expenses in the condensed consolidated statements of operations.




3933

The following table presents supplemental information related to operating leases at the date and for the periods indicated:

(In Thousands)
Quarter
Ended
December 31,
2019
Six Months
Ended
December 31,
2019
As of
December 31,
2019
Condensed Consolidated Statements of Condition:   
Premises and equipment - Operating lease right of use assets      $2,960 
Accounts payable, accrued interest and other liabilities –
Operating lease liabilities
      $3,123 
          
Condensed Consolidated Statements of Operations:   
Premises and occupancy expenses from operating leases (1) (2)
$195 $374    
Equipment expenses from operating leases$16 $27    
    
Condensed Consolidated Statements of Cash Flows:         
Operating cash flows from operating leases, net(2)
$279 $563    
(In Thousands)
At
September 30, 2020
At
June 30, 2020
Condensed Consolidated Statements of Condition:  
Premises and equipment - Operating lease right of use assets$2,474 $2,525 
Accounts payable, accrued interest and other liabilities –
Operating lease liabilities
$2,573 $2,640 


(In Thousands)
Quarter Ended
September 30, 2020
Quarter Ended
September 30, 2019
Condensed Consolidated Statements of Operations:  
Premises and occupancy expenses from operating leases (1) (2)
$199 $179 
Equipment expenses from operating leases$12 $11 

(1)
Variable lease costs are immaterial.
(2)
Revenue related to sublease activity is immaterial and netted against operating lease expenses.

(In Thousands)
Three Months
Ended
September 30, 2020
Three Months
Ended
September 30, 2019
Condensed Consolidated Statements of Cash Flows:      
Operating cash flows from operating leases, net(1)
$226 $284 

(1)
Revenue related to sublease activity is immaterial and netted against operating lease expenses.

The following table provides information related to remaining minimum contractual lease payments and other information associated with the Corporation’s leases as of December 31, 2019:September 30, 2020:

Amount(1)
Amount(1)
Year Ending June 30,Year Ending June 30,(In Thousands)Year Ending June 30,(In Thousands)
2020$495 
20212021753 2021$633 
20222022677 2022707 
20232023478 2023469 
20242024361 2024359 
20252025255 
ThereafterThereafter530 Thereafter276 
Total contract lease payments, net(2)
$3,294 
Total contract lease paymentsTotal contract lease payments$2,699 
     
Total liability to make lease paymentsTotal liability to make lease payments$3,123 Total liability to make lease payments$2,573 
Difference in undiscounted and discounted future lease paymentsDifference in undiscounted and discounted future lease payments$171 Difference in undiscounted and discounted future lease payments$126 
Weighted average discount rateWeighted average discount rate 2.14%Weighted average discount rate 2.06%
Weighted average remaining lease term (years)Weighted average remaining lease term (years) 4.8 Weighted average remaining lease term (years) 4.3 
      
(1) Contractual base rents do not include property taxes and other operating expenses due under respective lease agreements.
(2) Revenue related to sublease activity is immaterial and not presented herein.
(1) Contractual base rents do not include property taxes and other operating expenses due under respective lease agreements.
(1) Contractual base rents do not include property taxes and other operating expenses due under respective lease agreements.


4034

The following table summarizes the impact of the adoption of the new lease accounting guidance on the Corporation’s condensed consolidated statements of financial condition as of July 1, 2019:

(In Thousands)
June 30,
2019
Adjustments
due to new
lease guidance
July 1,
2019
December 31,
2019
Total assets$1,084,850 $3,399 $1,088,249 $1,107,387 
Total liabilities$964,209 $3,704 $967,913 $983,611 
Total equity$120,641 $ $120,641 $123,776 



Note 11:12: Subsequent EventEvents

On January 28,October 29, 2020, the Corporation announced that the Corporation’s Board of Directors declared a quarterly cash dividend of $0.14 per share. Shareholders of the Corporation’s common stock at the close of business on February 18,November 19, 2020 are entitled to receive the cash dividend. The cash dividend will be payable on MarchDecember 10, 2020.


ITEM 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

Provident Financial Holdings, Inc., a Delaware corporation, was organized in January 1996 for the purpose of becoming the holding company of Provident Savings Bank, F.S.B. ("the Bank") upon the Bank’s conversion from a federal mutual to a federal stock savings bank (“Conversion”).  The Conversion was completed on June 27, 1996.  The Corporation is regulated by the Federal Reserve Board (“FRB”).  At December 31, 2019,September 30, 2020, the Corporation had total assets of $1.11$1.18 billion, total deposits of $833.7$904.7 million and total stockholders’ equity of $123.8$124.7 million.  The Corporation has not engaged in any significant activity other than holding the stock of the Bank.  Accordingly, the information set forth in this report, including financial statements and related data, relates primarily to the Bank and its subsidiaries.  As used in this report, the terms “we,” “our,” “us,” and “Corporation” refer to Provident Financial Holdings, Inc. and its consolidated subsidiaries, unless the context indicates otherwise.

The Bank, founded in 1956, is a federally chartered stock savings bank headquartered in Riverside, California.  The Bank is regulated by the Office of the Comptroller of the Currency (“OCC”), its primary federal regulator, and the Federal Deposit Insurance Corporation (“FDIC”), the insurer of its deposits.  The Bank’s deposits are federally insured up to applicable limits by the FDIC.  The Bank has been a member of the Federal Home Loan Bank System since 1956.

The Corporation operates in a single business segment through the Bank. The Bank's activities include attracting deposits, offering banking services and originating and purchasing single-family, multi-family, commercial real estate, construction and,  to a lesser extent, other mortgage, commercial business and consumer loans.  Deposits are collected primarily from 13 banking locations located in Riverside and San Bernardino counties in California. Loans are primarily originated and purchased in Southern and Northern California. There are various risks inherent in the Corporation’s business including, among others, the general business environment, interest rates, the California real estate market, the demand for loans, the prepayment of loans, the repurchase of loans previously sold to investors, the secondary market conditions to buy and sell loans, competitive conditions, legislative and regulatory changes, fraud and other risks.

The Corporation began to distribute quarterly cash dividends in the quarter ended December 31,September 30, 2002.  On OctoberJuly 30, 2019,2020, the Corporation declared a quarterly cash dividend of $0.14 per share for the Corporation’s shareholders of record at the close

41

of business on NovemberAugust 20, 2019,2020, which was paid on December 11, 2019.September 10, 2020.  Future declarations or payments of dividends will be subject to the consideration of the Corporation’s Board of Directors, which will take into account the Corporation’s financial condition, results of operations, tax considerations, capital requirements, industry standards, legal restrictions, economic conditions and other factors, including the regulatory restrictions which affect the payment of dividends by the Bank to the Corporation.  Under Delaware law, dividends may be paid either out of surplus or, if there is no surplus, out of net profits for the current fiscal year and/or the preceding fiscal year in which the dividend is declared.

On January 28, 2020, the Corporation announced that the Corporation’s Board of Directors declared a quarterly cash dividend of $0.14 per share. Shareholders of the Corporation’s common stock at the close of business on February 18, 2020 will be entitled to receive the cash dividend.  The cash dividend will be payable on March 10, 2020.

Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to assist in understanding the financial condition and results of operations of the Corporation.  The information contained in this section should be read in conjunction with the Unaudited Interim Condensed Consolidated Financial Statements and accompanying selected Notes to Unaudited Interim Condensed Consolidated Financial Statements.


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Safe-Harbor Statement

Certain matters in this Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  This Form 10-Q contains statements that the Corporation believes are “forward-looking statements.”  These statements relate to the Corporation’s financial condition, liquidity, results of operations, plans, objectives, future performance or business. When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements the Corporation may make.  Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to the Corporation. There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements.  Factors which could cause actual results to differ materially include, but are not limited to the following: the effect of the COVID-19 pandemic, including on the Corporation’s credit quality and business operations, as well as its impact on general economic and financial market conditions and other uncertainties resulting from the COVID-19 pandemic, such as the extent and duration of the impact on public health, the U.S. and global economies, and consumer and corporate customers, including economic activity, employment levels and market liquidity; the credit risks of lending activities, including changes in the level and trend of loan delinquencies and charge-offs and changes in our allowance for loan losses and provision for loan losses that may be impacted by deterioration in the residential and commercial real estate markets and may lead to increased losses and non-performing assets and may result in our allowance for loan losses not being adequate to cover actual losses and require us to materially increase our reserve; changes in general economic conditions, either nationally or in our market areas; changes in the levels of general interest rates, and the relative differences between short and long term interest rates, deposit interest rates, our net interest margin and funding sources; uncertainty regarding the future of the London Interbank Offered Rate ("LIBOR"), and the potential transition away from LIBOR toward new interest rate benchmarks; fluctuations in the demand for loans, the number of unsold homes, land and other properties and fluctuations in real estate values in our market areas; secondary market conditions for loans and our ability to purchase and sell loans in the secondary market; results of examinations of the Corporation by the FRB or of the Bank by the OCC or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to enter into a formal enforcement action or to increase our allowance for loan losses, write-down assets, change our regulatory capital position or affect our ability to borrow funds or maintain or increase deposits, or impose additional requirements and restrictions on us, any of which could adversely affect our liquidity and earnings; legislative or regulatory changes that adversely affect our business including changes in regulatory policies and principles, including the interpretation of regulatory capital or other rules, including as a result of Basel III; the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act, California Consumer Privacy Act and the implementing regulations; the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions; adverse changes in the securities markets; our ability to attract and retain deposits; increases in premiums for deposit insurance; our ability to control operating costs and expenses; the use of estimates in determining fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation; difficulties in reducing risk associated with the loans on our balance sheet; staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our workforce and potential associated charges; disruptions, security breaches, or other adverse events, failures or interruptions in, or attacks on, our information technology

42

systems or on the third-party vendors who perform several of our critical processing functions; our ability to implement our branch expansion strategy; our ability to successfully integrate any assets, liabilities, customers, systems, and management personnel we have acquired or may in the future acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto; our ability to manage loan delinquency rates; our ability to retain key members of our senior management team; costs and effects of litigation, including settlements and judgments; increased competitive pressures among financial services companies; changes in consumer spending, borrowing and savings habits; the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions; our ability to pay dividends on our common stock; adverse changes in the securities markets; the inability of key third-party providers to perform their obligations to us; changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the Financial Accounting Standards Board, including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods; war or terrorist activities; and other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services, including the CARES Act, the

36

Revised Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus (“Interagency Statement”), and other risks detailed in this report and in the Corporation’s other reports filed with or furnished to the SEC.  These developments could have an adverse impact on our financial position and our results of operations. Forward-looking statements are based upon management’s beliefs and assumptions at the time they are made.  We undertake no obligation to publicly update or revise any forward-looking statements included in this document or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this document might not occur, and you should not put undue reliance on any forward-looking statements.


Critical Accounting Policies

The discussion and analysis of the Corporation’s financial condition and results of operations is based upon the Corporation’s condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.  The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements.  Actual results may differ from these estimates under different assumptions or conditions.

The Corporation's critical accounting policies are described in the Corporation’s 20192020 Annual Report on Form 10-K for the year ended June 30, 20192020 in the Critical Accounting Policies section of Management's Discussion and Analysis of Financial Condition and Results of Operations and in Note 1 - Organization and Significant Accounting Policies.  There have been no significant changes during the sixthree months ended December 31, 2019September 30, 2020 to the critical accounting policies as described in the Corporation’s 20192020 Annual Report on Form 10-K for the period ended June 30, 2019.

2020.

Executive Summary and Operating Strategy

Provident Savings Bank, F.S.B., established in 1956, is a financial services company committed to serving consumers and small to mid-sized businesses in the Inland Empire region of Southern California. The Bank conducts its business operations as Provident Bank and through its subsidiary, Provident Financial Corp.  The business activities of the Corporation, primarily through the Bank, and its subsidiary, consist of community banking and, to a lesser degree, investment services for customers and trustee services on behalf of the Bank.

Community banking operations primarily consist of accepting deposits from customers within the communities surrounding the Corporation’s full service offices and investing those funds in single-family, multi-family and commercial real estate loans.  Also, to a lesser extent, the Corporation makes construction, commercial business, consumer and other mortgage loans.  The primary source of income in community banking is net interest income, which is the difference between the interest income

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earned on loans and investment securities, and the interest expense paid on interest-bearing deposits and borrowed funds.  Additionally, certain fees are collected from borrowers and depositors, such as late payment charges, prepayment fess, returned check fees, deposit account service charges, ATM fees, IRA/KEOGH fees, safe deposit box fees, wire transfer fees and overdraft protection fees, among others.

During the next three years, subject to market conditions, the Corporation intends to improve its community banking business by moderately increasing total assets by(by increasing single-family, multi-family, commercial real estate, construction and commercial business loans.loans).  In addition, the Corporation intends to decrease the percentage of time deposits in its deposit base and to increase the percentage of lower cost checking and savings accounts.  This strategy is intended to improve core revenue through a higher net interest margin and ultimately, coupled with the anticipated growth of total assets,the Corporation, an increase in net interest income. While the Corporation’s long-term strategy is for moderate growth, management recognizes that growth may not occurbe difficult as a result of weaknesses in general economic conditions. Further, because the length of the COVID-19 pandemic and

Saleable single-family mortgage loan operations primarily consist37

the efficacy of the origination and sale of mortgage loans secured by single-family residences. The primary sources of incomeextraordinary measures being put in place to address its economic consequences are unknown, including the 150 basis point reductions in March 2020 in the saleable mortgage loan operations are gain on sale of loans and certain fees collected from borrowers in connection withtargeted federal funds rate, until the loan origination process. On February 4, 2019,pandemic subsides, the Corporation announced that it was inexpects its net interest income and net interest margin will be adversely affected for the best interestsremainder of the Corporation to scale back saleable single-family mortgage loan originations2020 and improve on its efforts to increase the volume of portfolio single-family mortgage loan originations.possibly longer.

Investment services operations primarily consist of selling alternative investment products such as annuities and mutual funds to the Bank’s depositors. Investment services and trustee services contribute a very small percentage of gross revenue.

Provident Financial Corp performs trustee services for the Bank’s real estate secured loan transactions and has in the past held, and may in the future hold, real estate for investment.

There are a number of risks associated with the business activities of the Corporation, many of which are beyond the Corporation’s control, including: changes in accounting principles, laws, regulation, interest rates and the economy, including as a result of COVID-19, among others.  The Corporation attempts to mitigate many of these risks through prudent banking practices, such as interest rate risk management, credit risk management, operational risk management, and liquidity risk management.  The California economic environment presents heightened risk for the Corporation primarily with respect to real estate values and loan delinquencies. Since the majority of the Corporation’s loans are secured by real estate located within California, significant declines in the value of California real estate may also inhibit the Corporation’s ability to recover on defaulted loans by selling the underlying real estate.

COVID-19 Impact to the Corporation

The Corporation is actively monitoring and responding to the effects of the rapidly-changing COVID-19 pandemic. The health, safety and well-being of its customers, employees and communities are the Corporation’s top priorities. The Centers of Disease Control and Prevention (“CDC”) guidelines, as well as directives from federal, state, county and local officials, are being closely followed to make informed operational decisions.

During this unprecedented time, the Corporation is working diligently with its employees to implement CDC-advised health, hygiene and social distancing practices. To avoid service disruptions, most of its employees currently work from the Corporation’s premises and promote social distancing standards. To date, there have been limited service disruptions. The Corporation’s Employee Assistance Program is provided at no cost for employees and family members seeking counseling services for mental health and emotional support needs. The Corporation also adheres to the Families First Coronavirus Response Act (FFCRA), requires certain employers to provide employees with paid sick leave or expanded family and medical leave for specified reasons related to COVID-19, providing additional flexibility to its employees to help navigate their individual challenges.

During the COVID-19 pandemic, taking care of customers and providing uninterrupted access to services are top priorities for the Corporation. All of the Corporation’s banking centers are open for business with regular business hours while implementing CDC guidelines for social distancing and enhanced cleaning. Customers can also conduct their banking business using drive thrus, online and mobile banking services, ATMs, and telephone banking.

On March 27, 2020, the CARES Act was signed into law and on April 7, 2020, the Board of Governors of the Federal Reserve System, FDIC, National Credit Union Administration, OCC and Consumer Financial Protection Bureau issued the Interagency Statement. Among other things, the CARES Act and Interagency Statement provided relief to borrowers, including the opportunity to defer loan payments while not negatively affecting their credit standing. The CARES Act and/or Interagency Statement provided guidance around the modification of loans as a result of the COVID-19 pandemic, and outlined, among other criteria, that short-term modifications made on a good faith basis to borrowers who were current as defined under the CARES Act or Interagency Statement prior to any relief, are not restructured loans. For commercial and consumer customers, the Corporation has provided relief options, including payment deferrals from 60 days to 180 days and fee waivers.  As of

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September 30, 2020, the Corporation has 44 single-family forbearance loans, with outstanding balances of $17.2 million or 1.94 percent of total loans, and one multi-family loan with an outstanding balance of $455,000 or 0.05 percent of total loans that were modified in accordance with the CARES Act or Interagency Statement. In addition, as of September 30, 2020, the Corporation had one pending request for payment relief for a single-family loan totaling approximately $264,000.

Interest income continues to be recognized during the payment deferrals, unless the loans are non-performing. After the payment deferral period, scheduled loan payments will once again become due and payable. The forbearance amount will be due and payable in full as a balloon payment at the end of the loan term or sooner if the loan becomes due and payable in full at an earlier date.

All loans modified due to COVID-19 will be separately monitored and any request for continuation of relief beyond the initial modification will be reassessed at that time to determine if a further modification should be granted and if a downgrade in risk rating is appropriate.

As of September 30, 2020, loan forbearance related to COVID-19 hardship requests are described below:

 Forbearance GrantedForbearance CompletedForbearance Remaining
(Dollars In Thousands)
Number of
Loans
Amount
Number of
Loans
Amount
Number of
Loans
Amount
Single-family loans 57 $23,036  13 $5,872  44 $17,164 
Multi-family loans 4  2,043  3  1,588  1  455 
Commercial real estate loans 2  1,069  2  1,069     
Total loan forbearance 63 $26,148  18 $8,529  45 $17,619 


As of September 30, 2020, certain characteristics of loans in forbearance are described below:

(Dollars In Thousands)
Number
of Loans
Amount
% of
Total
Loans
Weighted
Avg. LTV(1)
Weighted
Avg.
FICO(2)
Weighted
Avg. Debt
Coverage
Ratio(3)
Weighted Avg. Forbearance
Period
Granted(4)
Single-family loans 44 $17,164 1.94% 62% 737  N/A  6.0 
Multi-family loans 1  455 0.05% 60% 687  1.32x 3.0 
Total loans in forbearance 45 $17,619 1.99% 62% 733  1.32x 5.9 

(1)
Current loan balance in comparison to the original appraised value.
(2)
At time of loan origination, borrowers and/or guarantors.
(3)
At time of loan origination.
(4)
In months.

The Corporation believes the steps we are taking are necessary to effectively manage its portfolio and assist the borrowers through the ongoing uncertainty surrounding the duration, impact and government response to the COVID-19 pandemic.

For customers that may need access to funds in their certificates of deposit to assist with living expenses during the COVID-19 pandemic, the Corporation is waiving early withdrawal penalties on a case by case basis. Overdraft and other fees are also waived on a case-by-case basis. The Corporation is cautious when paying overdrafts beyond the client's total deposit relationship, overdraft protection options or their overdraft coverage limits.


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The Corporation anticipates that the COVID-19 pandemic may continue to impact the business in future periods in one or more of the following ways, among others:
Higher provisions for certain commercial real estate loans may be incurred, especially to borrowers with tenants in industries, such as hospitality, travel, food service and restaurants and bars, and businesses providing physical services;
Significantly lower market interest rates which may have a negative impact on variable rate loans indexed to LIBOR, U.S. treasury and prime indices and on deposit pricing, as interest rate adjustments typically lag the effect on the yield earned on interest-earning assets because rates on many deposit accounts are decision-based, not tied to a specific market-based index, and are based on competition for deposits;
Certain additional fees for deposit and loan products may be waived or reduced;
Non-interest income may decline due to a decrease in fees earned as spending habits change by debit card customers complying with  COVID-19 governmental safety requirements and who otherwise may be adversely affected by reductions in their personal income or job losses;
Non-interest expenses related to the effects of the COVID-19 pandemic may increase, including cleaning costs, supplies, equipment and other items; and
Additional loan forbearance or modifications may occur and borrowers may default on their loans, which may necessitate further increases to the allowance for loan losses.

While the full impact of COVID-19 on the Corporation's future financial results is uncertain and not currently estimable, the Corporation believes that the impact could be materially adverse to its financial condition and results of operations depending on the length and severity of the economic downturn brought on by the COVID-19 pandemic.


Off-Balance Sheet Financing Arrangements and Contractual Obligations

Commitments and Derivative Financial Instruments.  The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers.  These financial instruments include commitments to extend credit, in the form of originating loans or providing funds under existing lines of credit, loan sale agreements to third parties and option contracts.  These instruments involve, to varying degrees, elements of credit and interest-rate risk in excess of the amount recognized in the accompanying Condensed Consolidated Statements of Financial Condition.  The Corporation’s exposure to credit loss, in the event of non-performance by the counterparty to these financial instruments, is represented by the contractual amount of these instruments.  The Corporation uses the same credit policies in entering into financial instruments with off-balance sheet risk as it does for on-balance sheet instruments.  For a discussion on commitments and derivative financial instruments, see Notes 6 and 10 of the Notes to Unaudited Interim Condensed Consolidated Financial Statements.


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Contractual Obligations.  The following table summarizes the Corporation’s contractual obligations at December 31, 2019 and the effect these obligations are expected to have on the Corporation’s liquidity and cash flows in future periods:

 Payments Due by Period
(In Thousands)
Less than
1 year
1 to less
than  3
years
3 to
5 years
Over
5 years
Total
Operating obligations$1,889 $3,176 $596 $175 $5,836 
Pension benefits259 517 518 6,150 7,444 
Time deposits103,391 64,327 20,293 921 188,932 
FHLB – San Francisco advances13,145 65,057 41,824 20,158 140,184 
FHLB – San Francisco letter of credit13,000    13,000 
FHLB – San Francisco MPF credit enhancement (1)
   2,458 2,458 
Total$131,684 $133,077 $63,231 $29,862 $357,854 

(1)
Represents the potential maximum potential recourse obligation for loans previously sold by the Bank to the FHLB – San Francisco under its Mortgage Partnership Finance (“MPF”) program.  As of December 31, 2019, the Bank serviced $8.3 million of loans under this program.  The estimated amounts by period are based on historical loss experience.

The expected obligation for time deposits and FHLB – San Francisco advances include anticipated interest accruals based on the respective contractual terms.


Comparison of Financial Condition at December 31, 2019September 30, 2020 and June 30, 20192020

Total assets increased $22.5$7.2 million, or twoone percent, to $1.11$1.18 billion at December 31, 2019September 30, 2020 from $1.08 billion at June 30, 2019.2020.  The increase was primarily attributable to an increase in loans held for investment securities, partly offset by decreases in cash and cash equivalents and investment securities.loans held for investment.

Total cash and cash equivalents, primarily excess cash deposited with the Federal Reserve Bank of San Francisco, decreased $22.4$49.5 million, or 3243 percent, to $48.2$66.5 million at December 31, 2019September 30, 2020 from $70.6$116.0 million at June 30, 2019.2020.  The decrease in the total cash and cash equivalents was primarily attributable to the utilization of cash to fund the increase in loans held forpurchases of investment which was supplemented by an increase in borrowings.securities.

Investment securities (held to maturity and available for sale) decreased $17.7increased $75.0 million, or 1861 percent, to $82.4$198.3 million at December 31, 2019September 30, 2020 from $100.1$123.3 million at June 30, 2019.2020. The decreaseincrease was primarily the result of investment purchases totaling $84.9 million, partly offset by scheduled and accelerated principal payments on mortgage-backed securities during the

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first sixthree months of fiscal 2020.2021. For further analysis on investment securities, see Note 4 of the Notes to Unaudited Interim Condensed Consolidated Financial Statements of this Form 10-Q.

Loans held for investment increased $61.8decreased $17.8 million, or seventwo percent, to $941.7$885.0 million at December 31, 2019September 30, 2020 from $879.9$902.8 million at June 30, 2019,2020, primarily due to a $40.1 million increasedecreases in multi-family loanssingle-family and a $22.4 million in single-familymulti-family loans.  During the first sixthree months of fiscal 2020,2021, the Corporation originated $61.9$39.1 million of loans held for investment, consisting primarily of multi-familysingle-family and single-familymulti-family loans and also purchased $113.1$8.9 million of single-family and multi-family loans held for investment that are located throughout California. Total loan principal payments during the first sixthree months of fiscal 20202021 were $116.0$66.3 million, up 1131 percent from $104.1$50.8 million during the comparable period in fiscal 2019.2020. The single-family loans held for investment balance at December 31, 2019September 30, 2020 and June 30, 20192020 was $347.3$288.8 million and $325.0$298.8 million, respectively, and represented approximately 3733 percent of loans held for investment at both dates.

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The tables below describe the geographic dispersion of gross real estate secured loans held for investment at December 31, 2019September 30, 2020 and June 30, 2019,2020, as a percentage of the total dollar amount outstanding:

As of December 31, 2019:September 30, 2020:
Inland
Empire
Southern
California(1)
Other
California
Other
States
Total
Inland
Empire
Southern
California(1)
Other
California
Other
States
Total
Loan CategoryBalance%Balance%Balance%Balance%Balance%Balance%Balance%Balance%Balance%Balance%
Single-family$94,260 27%$162,033 47%$90,053 26%$998 %$347,344 100%$77,026 27%$131,639 46%$79,598 27%$527 %$288,790 100%
Multi-family70,060 15%301,719 63%107,053 22%319 %479,151 100%69,349 14%313,460 65%99,785 21%306 %482,900 100%
Commercial real estate24,166 22%52,213 49%31,234 29% %107,613 100%23,745 23%47,467 45%33,995 32% %105,207 100%
Construction494 7%5,406 78%1,014 15% %6,914 100%1,082 12%6,430 73%1,275 15% %8,787 100%
Other
 
%
142
 100
%

 
%

 
%
142
 100
%
Total$188,980 20%$521,371 56%$229,354 24%$1,317 %$941,022 100%$171,202 19%$499,138 57%$214,653 24%$833 %$885,826 100%

(1)
Other than the Inland Empire.

As of June 30, 2019:2020:
Inland
Empire
Southern
California(1)
Other
California
Other
States
Total
Inland
Empire
Southern
California(1)
Other
California
Other
States
Total
Loan CategoryBalance%Balance%Balance%Balance%Balance%Balance%Balance%Balance%Balance%Balance%
Single-family$104,967 33%$146,963 45%$71,997 22%$1,025 %$324,952 100%$82,019 28%$140,888 47%$75,372 25%$531 %$298,810 100%
Multi-family70,241 16%272,282 62%96,192 22%326 %439,041 100%66,427 14%321,556 65%103,609 21%311 %491,903 100%
Commercial real estate30,551 27%54,010 48%27,367 25% %111,928 100%23,501 22%47,484 45%34,250 33% %105,235 100%
Construction525 11%3,579 77%534 12% %4,638 100%1,115 14%5,190 67%1,496 19% %7,801 100%
Other % %167 100% %167 100% %143 100% % %143 100%
Total$206,284 24%$476,834 54%$196,257 22%$1,351 %$880,726 100%$173,062 19%$515,261 57%$214,727 24%$842 %$903,892 100%

(1)
Other than the Inland Empire.

Total deposits decreased $7.6increased $11.7 million, or one percent, to $833.7$904.7 million at December 31, 2019September 30, 2020 from $841.3$893.0 million at June 30, 2019.  Time deposits decreased $7.22020, primarily due to increases in transaction accounts resulting primarily from government assistance programs related to the COVID-19 pandemic, partly offset by a decrease in higher cost time deposits.  Transaction accounts increased $20.7 million, or fourthree percent, to $185.9$743.7 million at December 31, 2019September 30, 2020 from $193.1$723.0 million at June 30, 2019,2020, while transaction accountstime deposits decreased slightly$9.0 million, or five percent, to $647.8$161.0 million at December 31, 2019September 30, 2020 from $648.1$170.0 million at June 30, 2019.2020. The percentage of time deposits to total deposits decreased to 2218 percent at December 31, 2019September 30, 2020 from 2319 percent at June 30, 2019,2020, primarily due to

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a managed run-off of higher cost time deposits consistent with the reduction in the Bank’s funding needs resulting from no loans originated for sale during the first halfthree months of fiscal 2020.2021.

Total borrowings increased $30.0decreased $5.0 million, or 30four percent, to $131.1$136.0 million at December 31, 2019September 30, 2020 as compared to $101.1$141.0 million at June 30, 2019,2020, due to additional long-term borrowing obtained with a lower average costrepayment of $5.0 million of short-term borrowings during the first six monthsquarter of fiscal 2020.2021. The borrowings wereare primarily comprised of long-term FHLB - San Francisco advances used for interest rate risk management purposes.

Total stockholders’ equity increased $3.2 million,$683,000, or threeone percent, to $123.8$124.7 million at December 31, 2019September 30, 2020 from $120.6$124.0 million at June 30, 2019,2020, primarily as a result of year-to-date net income of $5.0$1.5 million and stock-based compensation of $695,000,$274,000, partly offset by $2.1$1.0 million of quarterly cash dividends paid to shareholders and stock repurchases of $397,000 during the first sixthree months of fiscal 2020.2021. The Corporation repurchased 19,285did not repurchase any shares of its common stock under its April 2020 plan during the sixthree months ended December 31, 2019September 30, 2020, but purchased 2,556 shares of distributed restricted stock in settlement of employee withholding tax obligations at an average cost of $20.58$11.68 per share.

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Comparison of Operating Results for the Quarter ended September 30, 2020 and Six Months Ended December 31, 2019 and 2018

The Corporation’s net income for the secondfirst quarter of fiscal 20202021 was $2.4$1.5 million, up 22down $1.1 million or 42 percent from $2.0$2.6 million in the same period of fiscal 2019.2020. Compared to the same quarter last year, the increasedecrease was primarily attributable to lower net interest income and a $3.3 million decrease in non-interest expenses,higher provision for loan losses, partly offset by lower non-interest expenses. Earnings for the quarter reflect the continued impact of the COVID-19 pandemic which resulted in a $2.3 million decreasesubstantial reduction in non-interest income.

Forbusiness activity or the first six monthsclosing of fiscal 2020, the Corporation’s net income was $5.0 million, an increase of $1.2 million, or 31 percent, from $3.8 millionbusinesses in the same period of fiscal 2019. Compared to the same period last year, the increase in earnings was primarily attributable to a $7.8 million decrease in non-interest expenses, partly offset by a $5.7 million decrease in non-interest income.California.

The Corporation’s efficiency ratio, defined as non-interest expense divided by the sum of net interest income and non-interest income, improvedincreased to 6975 percent for the secondfirst quarter of fiscal 20202021 from 8168 percent in the same period of fiscal 2019. For2020, primarily due to the first six months of fiscal 2020, the Corporation’s efficiency ratio improved to 68 percent from 83 percent for the same period of fiscal 2019.

decrease in net interest income. Return on average assets increased 18 basis points to 0.87was 0.50 percent in the secondfirst quarter of fiscal 20202021, down from 0.690.95 percent in the same period last year. ForReturn on average equity was 4.78 percent in the first six monthsquarter of fiscal 2020, return on average assets was 0.91 percent, up 25 basis points2021, down from 0.668.46 percent in the same period last year.

Return on average equity was 7.81 percent in the second quarter of fiscal 2020 as compared to 6.42 percent in the same period last year. For the first six months of fiscal 2020, return on average equity was 8.13 percent as compared to 6.22 percent for the same period last year.

Diluted earnings per share for the secondfirst quarter of fiscal 20202021 were $0.31, up 19 percent$0.20, down from $0.26 in the same period last year. For the first six months of fiscal 2020, diluted earnings per share were $0.65, a 30 percent increase from $0.50of $0.33 in the same period last year.

Net Interest Income:

For the Quarter Ended December 31, 2019September 30, 2020 and 2018.2019.  Net interest income decreased by $192,000,$1.4 million, or two15 percent, to $9.6$8.2 million for the secondfirst quarter of fiscal 2020 as compared to2021 from $9.6 million in the same period in fiscal 2019,2020, as a result of a lower average interest-earning asset balance,net interest margin, partly offset by a higher net interest margin. The average balance of interest-earning assets decreased $35.7 million, or three percent, to $1.07 billion in the second quarter of fiscal 2020 from $1.11 billion in the comparable period of fiscal 2019, primarily reflecting decreases in the average balance of interest-earning deposits, loans receivable and investment securities.asset balance. The net interest margin increased fivedecreased 80 basis points to 3.592.84 percent in the secondfirst quarter of fiscal 20202021 from 3.543.64 percent in the same period of fiscal 2019,2020, primarily due to an increasea decrease in the average yield onfor all categories of interest-earning assets partly offset by a slight increaseattributable primarily to declines in interest rates on adjustable rate instruments and interest-earning deposits following decreases to short-term rates over the last year, including the emergency 150 basis point reduction in the average cost of interest-bearing liabilities.targeted Federal Funds Rate in March 2020 due to the COVID-19 pandemic. The weighted-average yield on interest-earning assets increaseddecreased by six90 basis points to 4.183.31 percent in the secondfirst quarter of fiscal 20202021 from 4.124.21 percent in the same quarter last year, and the weighted-average cost of interest-bearing liabilities increaseddecreased by one11 basis pointpoints to 0.650.52 percent for the secondfirst quarter of fiscal 20202021 as compared to 0.640.63 percent in the same quarter last year. The increase in the average yieldbalance of interest-earning assets was primarily dueincreased $98.5 million, or nine percent, to $1.15 billion in the first quarter of fiscal 2021 from $1.05 billion in the comparable period of fiscal 2020, reflecting increases in the average yieldbalance of investment securities and loans receivable,interest-earning deposits, partly offset by decreasesa decrease in the average yield on FHLB – San Francisco stock and interest-earning deposits.balance of loans receivable. The average balance of interest-bearing liabilities decreasedincreased by $36.1$97.5 million, or four10 percent, to $964.6 million$1.04 billion in the secondfirst quarter of fiscal 20202021 from $1.00 billion$942.5 million in the same quarter last year primarily reflecting a decreaseincreases in the average balance of interest-bearing deposits.deposits and, to a lower extent, the average balance of borrowings.

For the Six Months Ended December 31, 2019 and 2018.  Net interest income remained relatively unchanged at $19.2 million for both the first six months of fiscal 2020 and fiscal 2019 as a higher net interest margin was substantially offset by a lower average interest-earning assets balance. The net interest margin was 3.61 percent in the first six months of fiscal 2020, up

4742

19Beginning in August 2019, the Federal Reserve reduced the targeted Federal Funds Rate by 25 basis points from 3.42 percentthree times in 2019 and the 150 basis points during the quarter ended March 2020 to a range of 0.00% to 0.25%.  The 150 basis-point decrease in the same period of fiscal 2019, primarily duetargeted Federal Funds Rate in response to an increasethe COVID-19 pandemic did not occur until late in the averagequarter in March 2020, and the effect of the lower interest rate environment has continued to be realized during this quarter. Furthermore, the effect of the changes in the targeted Federal Funds Rate on the cost of liabilities typically lags the effect on the yield earned on interest-earning assets because rates on many deposit accounts are decision-based, not tied to a specific market-based index, and are based on competition for deposits while most interest-earning assets adjust earlier because they are tied to a specific market-based index. Because the average costlength of interest-bearing liabilities remained unchanged. The increasethe COVID-19 pandemic and the efficacy of the extraordinary measures being put in place to address its economic consequences are unknown until the pandemic subsides, the Corporation expects its net interest income and net interest margin will continue to be adversely affected in the average yieldremainder of interest-earning assets was primarily due to increases in the average yield of investment securitiescalendar year 2020 and loans receivable, partly offset by decreases in the average yield on FHLB – San Francisco stock and interest-earning deposits. The average balance of interest-earning assets decreased $58.9 million, or five percent, to $1.06 billion in the first six months of fiscal 2020 from $1.12 billion in the comparable period of fiscal 2019, primarily reflecting decreases in the average balance of loans receivable and interest earning deposits. The average balance of interest-bearing liabilities decreased by $58.2 million, or six percent, to $953.6 million in the first six months of fiscal 2020 from $1.01 billion in the same period last year primarily reflecting a decrease in the average balance of interest-bearing deposits.possibly longer.

Interest Income:

For the Quarter Ended December 31, 2019September 30, 2020 and 2018.2019.  Total interest income decreased by $219,000,$1.6 million, or two14 percent, to $11.2$9.5 million for the secondfirst quarter of fiscal 20202021 as compared to $11.4$11.1 million for the same quarter of fiscal 2019.2020.  The decrease was primarily due to decreases in interest income from all interest-earning deposits and cash dividends received from FHLB – San Francisco stock, partly offset by an increase in interest income from investment securities.assets.

Interest income on loans receivable (including loans held for saledecreased by $1.2 million, or 12 percent, to $8.9 million in the secondfirst quarter of fiscal 2019) remained relatively unchanged at $10.3 million for both the second quarter of fiscal 2020 and fiscal 2019.  The average balance of loans receivable decreased by $7.1 million, or one percent, to $934.1 million for the second quarter of fiscal 20202021 from $941.2$10.1 million in the same quarter of fiscal 2019, primarily2020. The decrease was due to a decrease in thelower average balance of loans held for sale attributableyield and, to the scaling back of saleable single-family mortgage loan originations, partly offset by an increase in thea much lower extent, a lower average balance of loans held for investment.balance. The average loans receivable yield during the secondfirst quarter of fiscal 2020 increased three2021 decreased 47 basis points to 4.423.99 percent from 4.394.46 percent during the same quarter last year. The increasedecrease in the average yield on loans receivable was primarily attributable to a $378,000loans repricing downward reflecting declines in the targeted Federal Funds Rate and the increase of net deferred loan fee that was recognized in interest income as a result of a loan payoffcosts to $466,000 in the secondfirst quarter of fiscal 2020 as compared to $159,000 of deferred interest payments that was recognized in interest income2021 from two non-performing loans that were paid off$160,000 in the same quarter last year.

of fiscal 2020. The average balance of loans held for investment increased $55.9receivable decreased by $10.3 million, or sixone percent, to $934.1$893.0 million duringfor the secondfirst quarter of fiscal 20202021 from $878.2$903.3 million in the same quarter of fiscal 2019.2020. 

Interest income from investment securities decreased $136,000, or 22 percent, to $478,000 in the first quarter of fiscal 2021 from $614,000 for the same quarter of fiscal 2020. This decrease was attributable to a lower average yield, partly offset by a higher average balance. The average investment securities yield on the loans held for investment increased by sixdecreased 134 basis points to 4.421.22 percent in the secondfirst quarter of fiscal 20202021 from 4.362.56 percent in the same quarter of fiscal 2019. There were no loans held for sale in the second quarter of fiscal 2020 as compared to the average balance of $63.0 million with an average yield of 4.86 percent in the same quarter of fiscal 2019.

Interest income from investment securities increased $123,000, or 28 percent, to $567,000 in the second quarter of fiscal 2020 from $444,000 for the same quarter of fiscal 2019. This increase was attributable to a higher average yield, partly offset by a lower average balance.2020. The average investment securities yield increased 70 basis points to 2.60 percent in the second quarter of fiscal 2020 from 1.90 percent in the same quarter of fiscal 2019. The increasedecrease in the average investment securities yield was primarily attributable to investment securities purchases at a lower average yield, a higher premium amortization between the quarters ($97,000357,000 vs. $224,000)$130,000) and the purchasesdownward repricing of investment securities during the last 12 months which had higher average yields than the existing portfolio.adjustable rate mortgage-backed securities. The average balance of investment securities decreased $6.4increased $60.3 million, or seven63 percent, to $87.1$156.2 million in the secondfirst quarter of fiscal 20202021 from $93.5$95.9 million in the same quarter of fiscal 2019.2020. The decreaseincrease in the average balance of investment securities was primarily attributable to the result ofinvestment purchases, partly offset by scheduled and accelerated principal payments on mortgage-backed securities, partly offset by purchases of mortgage-backed securities.

The FHLB – San Francisco cash dividend received in the secondfirst quarter of fiscal 20202021 was $145,000,$100,000, down $43,000 or 30 percent from $278,000 in the same quarter of fiscal 2019, which included a $133,000 special cash dividend received on FHLB San Francisco stock last year, not replicated this quarter.2020. The average balance of FHLB – San Francisco stock in the secondfirst quarter of fiscal 2020

48

remained unchanged at2021 decreased slightly to $8.0 million from $8.2 million as compared toin the same quarter of fiscal 20192020 and the average yield decreased to 7.075.02 percent in the secondfirst quarter of fiscal 20202021 from 13.566.98 percent in the same quarter last year.

Interest income from interest-earning deposits, primarily cash deposited at the Federal Reserve Bank of San Francisco, was $189,000$24,000 in the secondfirst quarter of fiscal 2020,2021, down 5190 percent from $387,000$246,000 in the same quarter of fiscal 2019.2020. The decrease was primarily due to a lower average balance and, toyield, partly offset by a lesser extent, a lowerhigher average yield. The average balance of the interest-earning deposits in the second quarter of fiscal 2020 was $45.5 million, a decrease of $22.3 million or 33 percent, from $67.8 million in the same quarter of fiscal 2019.balance. The average yield earned on interest-earning deposits decreased 61206 basis points to 1.620.10 percent in the secondfirst quarter of fiscal 20202021 from 2.232.16 percent in the comparable quarter last year, due primarily to three 25 basis point decreases in the targeted Federal Funds Rate inover the first and second quarter of fiscal 2020.

For the Six Months Ended December 31, 2019 and 2018.  Total interest income decreased by $141,000, or one percent, to $22.3 million for the first six months of fiscal 2020 from $22.4 million in the same period of fiscal 2019.  The decrease was primarily due to decreases in interest income from interest-earning deposits, cash dividends received from FHLB – San Francisco stock and loans receivable, partly offset by an increase in interest income from investment securities.

Loans receivable interest income (including loans held for sale in the first six months of fiscal 2019) decreased $110,000, or one percent, to $20.4 million in the first six months of fiscal 2020 from $20.5 million for the same period of fiscal 2019.  The decrease was attributable to a lower average loan balance, partly offset by a higher average loan yield in the first six months of fiscal 2020 in comparison to the same period last year.  The average balance of loans receivable decreased $35.4 million, or four percent, to $918.7 million for the first six months of fiscal 2020 from $954.1 million in the same period of fiscal 2019. The average loan yield during the first six months of fiscal 2020 increased 14 basis points to 4.44 percent from 4.30 percent in the same period last year. The increase in the average yield on loans receivable was primarily attributable to $520,000 of deferred loan fees that were recognized in interest income as a result of three loan payoffs and $48,000 of deferred interest payments that was recognized from one non-performing loan that was paid off in the first six months of fiscal 2020 as compared to $176,000 of deferred interest payments that were recognized from three non-performing loans that were paid off in the same period last year.

The average balance of loans held for investment increased $33.2 million, or four percent, to $918.7 million during the first six months of fiscal 2020 from $885.5 million in the same period of fiscal 2019. The average yield on the loans held for investment increased by 17 basis points to 4.44 percent in the first six months of fiscal 2020 from 4.27 percent in the same period of fiscal 2019. There were no loans held for sale in the first six months of fiscal 2020 as compared to the average balance of $68.6 million with an average yield of 4.71 percent in the same period of fiscal 2019.

Interest income from investment securities increased $392,000, or 50 percent, to $1.2 million in the first six months of fiscal 2020 from $789,000 for the same period of fiscal 2019. This increase was attributable to a higher average yield, partly offset by a lower average balance. The average investment securities yield increased 87 basis points to 2.58 percent in the first six months of fiscal 2020 from 1.71 percent in the same period of fiscal 2019.  The increase in the average investment securities yield was primarily attributable to a lower premium amortization ($227,000 vs. $511,000) and the purchases of investment securities during the last 12 months which had higher average yields than the existing portfolio. The average balance of investment securities decreased $857,000, or one percent, to $91.5 million in the first six months of fiscal 2020 from $92.4 million in the same period of fiscal 2019. The decrease in the average balance of investment securities was primarily the result of scheduled and accelerated principal payments on mortgage-backed securities, partly offset by purchases of mortgage-backed securities.

The FHLB – San Francisco cash dividend received in the first six months of fiscal 2020 was $288,000, down 32 percent from $421,000 in the same period of fiscal 2019, primarily attributable to a special cash dividend of $133,000 received in the first six months of fiscal 2019 and not replicated in the same period of fiscal 2020. As a result, the average yield decreased to 7.03 percent in the first six months of fiscal 2020 as compared to 10.27 percent in the comparable period last year.

49

Interest income from interest-earning deposits, primarily cash deposited at the Federal Reserve Bank of San Francisco, was $435,000 in the first six months of fiscal 2020, down 40 percent from $725,000 in the same period of fiscal 2019.  The decrease was due to a lower average balance and, to a lesser extent, a lower average yield in the first six months of fiscal 2020 as compared to the same period last year. The average balance of the interest-earning deposits in the first six monthsquarter of fiscal 20202021 was $45.0$93.3 million, a decreasean increase of $22.6$48.8 million or 33110 percent, from $67.6$44.5 million in the same periodquarter of fiscal 2019. The average yield decreased 21 basis points to 1.89 percent in the first six months of fiscal 2020 from 2.10 percent in the comparable period last year, due primarily to the decreases in the targeted Federal Funds Rate in the second half of 2019.2020.



43

Interest Expense:

For the Quarter Ended December 31, 2019September 30, 2020 and 2018.2019.  Total interest expense decreased $27,000,by $143,000 or two10 percent to $1.6$1.4 million in the secondfirst quarter of fiscal 2020 as compared to2021 from $1.5 million in the same quarter last year. This decrease was attributable primarily to lower deposit expense, partly offset by higher borrowing expense.

Interest expense on deposits for the secondfirst quarter of fiscal 20202021 was $778,000$551,000 as compared to $894,000$776,000 for the same period last year, a decrease of $116,000,$225,000, or 1329 percent.  The decrease in interest expense on deposits was attributable to a lower average balance and a slightly lower average cost of deposits. The average balance of deposits decreased $56.0 million, or six percent, to $833.6 million during the quarter ended December 31, 2019 from $889.6 million during the same period last year. The decrease in the average balance was primarily attributable to decreases in time deposits and, to a lesser extent, savings deposits, partly offset by an increase in checking and money market deposits.a higher average balance. The average cost of deposits improved, decreasing by three13 basis points to 0.370.24 percent during the secondfirst quarter of fiscal 20202021 from 0.400.37 percent during the same quarter last year.  The decrease in the average cost of deposits was attributable primarily to a lower percentage of time deposits to the total deposit balance partly offset byand a two20 basis-point increasedecrease in the average cost of time deposits. The average balance of deposits increased $68.5 million, or eight percent, to $899.3 million during the quarter ended September 30, 2020 from $830.8 million during the same period last year. The increase in the average balance was primarily attributable to an increase in the transaction accounts, partly offset by a decrease in time deposits. Strategically, the Corporation has been promoting transaction accounts and competing less aggressively for time deposits. The average balance of transaction accounts to total deposits in the secondfirst quarter of fiscal 20202021 was 7881 percent, compared to 7477 percent in the same period of fiscal 2019.2020.

Interest expense on borrowings, consisting primarily of FHLB – San Francisco advances, for the secondfirst quarter of fiscal 20202021 increased $89,000,$82,000, or 1211 percent, to $804,000$802,000 from $715,000$720,000 for the same period last year.  The increase in interest expense on borrowings was the result of a higher average balance, partly offset by a lower average cost. The average balance of borrowings increased $20.0$29.1 million, or 1826 percent, to $131.1$140.7 million during the quarter ended December 31, 2019September 30, 2020 from $111.1$111.6 million during the same period last year. The average cost of borrowings decreased 1230 basis points to 2.432.26 percent for the quarter ended December 31, 2019September 30, 2020 from 2.552.56 percent in the same quarter last year. The decrease in the average cost of borrowings was primarily due to new long-term borrowings withobtained at a lower interest rate than prior borrowings, reflecting the weighted average interest rate of all borrowings duringdecline in market rates over the second quarter of fiscal 2020.

For the Six Months Ended December 31, 2019 and 2018.  Total interest expense decreased $174,000, or five percent to $3.1 million in the first six months of fiscal 2020 from $3.3 million in the same period last year. This decrease was attributable primarily to lower deposit expense, partly offset by higher borrowing expense.

Interest expense on deposits for the first six months of fiscal 2020 was $1.6 million as compared to $1.8 million in the same period last year, a decrease of $220,000 or 12 percent.  The decrease in interest expense on deposits was primarily attributable to a lower average balance and, to a lesser extent, a lower average cost of deposits. The average balance of deposits decreased $64.0 million, or seven percent, to $832.2 million during the six months ended December 31, 2019 from $896.2 million during the same period last year. The decrease in the average balance was primarily attributable to a decrease in time deposits and, to a lesser extent, savings deposits, partly offset by an increase in checking and money market deposits. The average cost of deposits decreased two basis points to 0.37 percent during the first six months of fiscal 2020 from 0.39 percent during the same period last year. The decrease in the average cost of deposits was attributable primarily to a lower percentage of time deposits to the

50

total deposit balance, partly offset by a five basis-point increase in the average cost of time deposits. The average balance of transaction accounts to total deposits in the first six months of fiscal 2020 was 77 percent, compared to 74 percent in the same period of fiscal 2019.

Interest expense on borrowings, consisting primarily of FHLB – San Francisco advances, for the first six months of fiscal 2020 increased $46,000, or three percent, to $1.5 million as compared to the same period last year.  The increase in interest expense on borrowings was the result of a higher average balance, partly offset by a lower average cost. The average balance of borrowings increased by $5.8 million, or five percent, to $121.4 million during the six months ended December 31, 2019 from $115.6 million during the same period last year, primarily due to the new long-term borrowings during the first quarter of fiscal 2020 at a lower average cost. The average cost of borrowings decreased five basis points to 2.49 percent for the six months ended December 31, 2019 from 2.54 percent in the same period last year.






5144

The following tables present the average balance sheets for the quarter ended September 30, 2020 and six months ended December 31, 2019, and 2018, respectively:

Average Balance Sheets
Quarter Ended
December 31, 2019
 Quarter Ended
December 31, 2018
Quarter Ended
September 30, 2020
 Quarter Ended
September 30, 2019
(Dollars In Thousands)Average
Balance
InterestYield/
Cost
 Average
Balance
InterestYield/
Cost
Average
Balance
InterestYield/
Cost
 Average
Balance
InterestYield/
Cost
Interest-earning assets:          
Loans receivable, net (1)
$934,060 $10,320 4.42% $941,192 $10,331 4.39%$892,971 $8,917 3.99% $903,272 $10,075 4.46%
Investment securities87,108 567 2.60% 93,468 444 1.90% 156,235 478 1.22% 95,945 614 2.56%
FHLB – San Francisco stock8,199 145 7.07% 8,199 278 13.56% 7,970 100 5.02% 8,199 143 6.98%
Interest-earning deposits45,519 189 1.62% 67,760 387 2.23% 93,276 24 0.10% 44,511 246 2.16%
          
Total interest-earning assets1,074,886 11,221 4.18% 1,110,619 11,440 4.12%1,150,452 9,519 3.31% 1,051,927 11,078 4.21%
          
Non interest-earning assets32,216    31,683   31,624    31,408   
          
Total assets$1,107,102    $1,142,302   $1,182,076    $1,083,335   
          
Interest-bearing liabilities:          
Checking and money market accounts (2)
$388,430 $117 0.12% $379,752 $117 0.12%$455,528 $91 0.08% $381,211 $110 0.11%
Savings accounts257,666 131 0.20% 282,410 147 0.21% 276,413 78 0.11% 259,651 134 0.20%
Time deposits187,458 530 1.12% 227,395 630 1.10% 167,345 382 0.91% 189,958 532 1.11%
          
Total deposits833,554 778 0.37% 889,557 894 0.40%899,286 551 0.24% 830,820 776 0.37%
          
Borrowings131,084 804 2.43% 111,141 715 2.55%140,711 802 2.26% 111,641 720 2.56%
          
Total interest-bearing liabilities964,638 1,582 0.65% 1,000,698 1,609 0.64%1,039,997 1,353 0.52% 942,461 1,496 0.63%
          
Non interest-bearing liabilities19,644    19,587   17,735    19,692   
          
Total liabilities984,282    1,020,285   1,057,732    962,153   
          
Stockholders’ equity122,820    122,017   124,344    121,182   
Total liabilities and stockholders’ equity$1,107,102    $1,142,302   $1,182,076    $1,083,335   
          
Net interest income $9,639    $9,831   $8,166    $9,582  
          
Interest rate spread (3)
 3.53%  3.48% 2.79%  3.58%
Net interest margin (4)
 3.59%  3.54% 2.84%  3.64%
Ratio of average interest-earning assets to
average interest-bearing liabilities
 111.43%  110.98% 110.62%  111.61%
Return on average assets 0.87%  0.69% 0.50%  0.95%
Return on average equity 7.81%  6.42% 4.78%  8.46%

(1)
Includes loans held for sale and non-performing loans, as well as net deferred loan cost amortization of $12$466 thousand and $268$160 thousand for the quarter ended December 31,September 30, 2020 and 2019, and 2018, respectively. The average balance of loans held for sale was $0 and $63.0 million during the quarter ended December 31, 2019 and 2018, respectively.
(2)
Includes the average balance of non interest-bearing checking accounts of $84.2$115.8 million and $82.8$81.3 million during the quarter ended December 31,September 30, 2020 and 2019, and 2018, respectively.
(3)
Represents the difference between the weighted-average yield on all interest-earning assets and the weighted-average rate on all interest-bearing liabilities.
(4)
Represents net interest income before provision (recovery) for loan losses as a percentage of average interest-earning assets.

52

 Six Months Ended
December 31, 2019
 Six Months Ended
December 31, 2018
(Dollars In Thousands)Average
Balance
InterestYield/
Cost
 Average
Balance
InterestYield/
Cost
Interest-earning assets:       
Loans receivable, net (1)
$918,666 $20,395 4.44% $954,148 $20,505 4.30%
Investment securities91,527 1,181 2.58% 92,384 789 1.71%
FHLB – San Francisco stock8,199 288 7.03% 8,199 421 10.27%
Interest-earning deposits45,015 435 1.89% 67,552 725 2.10%
        
Total interest-earning assets1,063,407 22,299 4.19% 1,122,283 22,440 4.00%
        
Non interest-earning assets31,812    30,982   
        
Total assets$1,095,219    $1,153,265   
        
Interest-bearing liabilities:       
Checking and money market accounts (2)
$384,820 $227 0.12% $378,702 $225 0.12%
Savings accounts258,659 265 0.20% 285,441 298 0.21%
Time deposits188,708 1,062 1.12% 232,074 1,251 1.07%
        
Total deposits832,187 1,554 0.37% 896,217 1,774 0.39%
        
Borrowings121,363 1,524 2.49% 115,577 1,478 2.54%
        
Total interest-bearing liabilities953,550 3,078 0.64% 1,011,794 3,252 0.64%
        
Non interest-bearing liabilities19,668    19,960   
        
Total liabilities973,218    1,031,754   
        
Stockholders’ equity122,001    121,511   
Total liabilities and stockholders’ equity$1,095,219    $1,153,265   
        
Net interest income $19,221    $19,188  
        
Interest rate spread (3)
  3.55%   3.36%
Net interest margin (4)
  3.61%   3.42%
Ratio of average interest-earning assets to
   average interest-bearing liabilities
  111.52%   110.92%
Return on average assets  0.91%   0.66%
Return on average equity  8.13%   6.22%

(1)
Includes loans held for sale and non-performing loans, as well as net deferred loan cost amortization of $172 and $644 for the six months ended December 31, 2019 and 2018, respectively. The average balance of loans held for sale was $0 and $68.6 million during the six months ended December 31, 2019 and 2018, respectively.
(2)
Includes the average balance of non interest-bearing checking accounts of $82.7 million and $82.5 million during the six months ended December 31, 2019 and 2018, respectively.
(3)
Represents the difference between the weighted-average yield on all interest-earning assets and the weighted-average rate on all interest-bearing liabilities.
(4)
Represents net interest income before provision (recovery) for loan losses as a percentage of average interest-earning assets.

5345

The following tables set forth the effects of changing rates and volumes on interest income and expense for the quarter ended September 30, 2020 and six months ended December 31, 2019, and 2018, respectively.  Information is provided with respect to the effects attributable to changes in volume (changes in volume multiplied by prior rate), the effects attributable to changes in rate (changes in rate multiplied by prior volume) and the effects attributable to changes that cannot be allocated between rate and volume.

Rate/Volume Variance
 Quarter Ended December 31, 2019 Compared
To Quarter Ended December 31, 2018
Increase (Decrease) Due to
(In Thousands)RateVolumeRate/
Volume
Net
Interest-earning assets:    
     Loans receivable (1)
$68 $(78)$(1)$(11)
     Investment securities164 (30)(11)123 
     FHLB – San Francisco stock(133)  (133)
     Interest-earning deposits(108)(124)34 (198)
Total net change in income on interest-earning assets(9)(232)22 (219)
     
Interest-bearing liabilities:    
     Checking and money market accounts 3 (3) 
     Savings accounts(4)(13)1 (16)
     Time deposits13 (111)(2)(100)
     Borrowings(33)128 (6)89 
Total net change in expense on interest-bearing liabilities(24)7 (10)(27)
Net increase (decrease) in net interest income$15 $(239)$32 $(192)

(1)
Includes loans held for sale for the quarter ended December 31, 2018 and non-performing loans.  For purposes of calculating volume, rate and rate/volume variances, non-performing loans were included in the weighted-average balance outstanding.






54

 Six Months Ended December 31, 2019 Compared
To Six Months Ended December 31, 2018
Increase (Decrease) Due to
(In Thousands)RateVolumeRate/
Volume
Net
Interest-earning assets:    
     Loans receivable (1)
$678 $(763)$(25)$(110)
     Investment securities403 (7)(4)392 
     FHLB – San Francisco stock(133)  (133)
     Interest-bearing deposits(77)(237)24 (290)
Total net change in income on interest-earning assets871 (1,007)(5)(141)
     
Interest-bearing liabilities:    
     Checking and money market accounts 2  2 
     Savings accounts(6)(28)1 (33)
     Time deposits56 (234)(11)(189)
     Borrowings(27)74 (1)46 
Total net change in expense on interest-bearing liabilities23 (186)(11)(174)
Net increase (decrease) in net interest income$848 $(821)$6 $33 

(1)
Includes loans held for sale for the six months ended December 31, 2018 and non-performing loans.  For purposes of calculating volume, rate and rate/volume variances, non-performing loans were included in the weighted-average balance outstanding.
 Quarter Ended September 30, 2020 Compared
To Quarter Ended September 30, 2019
Increase (Decrease) Due to
(In Thousands)RateVolumeRate/
Volume
Net
Interest-earning assets:    
     Loans receivable$(1,055)$(115)$12 $(1,158)
     Investment securities(320)386 (202)(136)
     FHLB – San Francisco stock(40)(4)1 (43)
     Interest-earning deposits(234)263 (251)(222)
Total net change in income on interest-earning assets(1,649)530 (440)(1,559)
     
Interest-bearing liabilities:    
     Checking and money market accounts(34)21 (6)(19)
     Savings accounts(60)8 (4)(56)
     Time deposits(98)(63)11 (150)
     Borrowings(84)188 (22)82 
Total net change in expense on interest-bearing liabilities(276)154 (21)(143)
Net (decrease) increase in net interest income$(1,373)$376 $(419)$(1,416)

Provision (Recovery) for Loan Losses:

For the Quarter Ended December 31, 2019September 30, 2020 and 2018.2019.  During the secondfirst quarter of fiscal 2020,2021, the Corporation recorded a provision for loan losses of $220,000, as compared to a recovery from the allowance for loan losses of $22,000, as compared to a recovery of $217,000$181,000 in the same period of fiscal 2019.2020. The recovery from the allowanceincrease in provision for loan losses during this quarter and the same quarter last year was primarily attributable to the improving risk profile of the loan portfolio as reflectedan increase in the asset quality ratiosqualitative component established in our allowance for loan losses methodology in response to the deteriorating economic conditions and probable loan balances shifting to lower risk categorieslosses, including the potential effects from higher risk categories. forecasted unemployment rates and lower gross domestic product, as well as the impact on other economic conditions on the U.S. and global economies from COVID-19.

Non-performing loans, net of the allowance for loan losses and fair value adjustments decreased 45eight percent to $3.4$4.5 million at December 31, 2019September 30, 2020 from $6.2$4.9 million at June 30, 20192020 and $6.1$5.2 million at December 31, 2018.September 30, 2019. Net loan recoveries in the secondfirst quarter of fiscal 20202021 were $14,000$5,000 or 0.010.00 percent (annualized) of average loans receivable, as compared to net loan recoveries of $123,000$34,000 or 0.050.02 percent (annualized) of average loans receivable in the same quarter of fiscal 2019.2020. Total classified loans, net of the allowance for loan losses and fair value adjustments, were $13.7$10.6 million at December 31, 2019September 30, 2020 as compared to $16.2$14.1 million at June 30, 20192020 and $12.8$13.0 million at December 31, 2018.September 30, 2019. Classified loans net of the allowance for loan losses and fair value adjustments at December 31, 2019September 30, 2020 were comprised of $9.4$6.0 million of loans in the special mention category and $4.3$4.6 million of loans in the substandard category as compared to $8.6 million of loans in the special mention category and $7.6$5.5 million of loans in the substandard category at June 30, 2019.2020.

For the Six Months Ended December 31, 2019 and 2018.  During the first six months of fiscal 2020, the Corporation recorded a recovery from the allowance for loan losses of $203,000, as compared to a recovery of $454,000 in the same period of fiscal 2019. The recovery from the allowance for loan losses in the first six months of fiscal 2020 was primarily attributable to the improving risk profile of the loan portfolio.  Net loan recoveries in the first six months of fiscal 2020 were $48,000 or 0.01 percent (annualized) of average loans receivable, as compared to net loan recoveries of $130,000 or 0.03 percent (annualized) of average loans receivable in the same period of fiscal 2019.

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The allowance for loan losses was determined through quantitative and qualitative adjustments including the Bank's charge-off experience and reflects the impact on loans held for investment from the current general economic conditions of the U.S. and California economies such as the improving unemployment rate and higher home prices in California.economies.  See related discussion of “Asset Quality.”

46

At December 31, 2019,September 30, 2020, the allowance for loan losses was $6.9$8.5 million, comprised of collectively evaluated allowances of $6.9$8.4 million and individually evaluated allowances of $52,000;$84,000; in comparison to the allowance for loan losses of $7.1$8.3 million at June 30, 2019,2020, comprised of collectively evaluated allowances of $7.0$8.2 million and individually evaluated allowances of $130,000.$100,000. The allowance for loan losses as a percentage of gross loans held for investment was 0.730.95 percent at December 31, 2019September 30, 2020 as compared to 0.800.91 percent at June 30, 2019.2020. Management considers, based on currently available information, the allowance for loan losses sufficient to absorb potential losses inherent in loans held for investment.  For further analysis on the allowance for loan losses, see Note 5 of the Notes to Unaudited Interim Condensed Consolidated Financial Statements. A further decline in national and local economic conditions, as a result of the COVID-19 pandemic or other factors, could result in a material increase in the allowance for loan losses and may adversely affect the Corporation’s financial condition and results of operations.

Non-Interest Income:

For the Quarter Ended December 31, 2019September 30, 2020 and 2018.2019.  Total non-interest income decreased $2.3 million,increased $89,000, or 64eight percent, to $1.3$1.2 million for the quarter ended December 31, 2019September 30, 2020 from $3.6$1.1 million for the same period last year.  The decreaseincrease was primarily attributable to an increase in loan servicing fees, partly offset by a decrease in the gain on sale of loans.deposit account fees.

The net gain on sale of loans decreased $2.3 million,Loan servicing and other fees increased $272,000 or 102205 percent to a net loss of $43,000 for$405,000 in the secondfirst quarter of fiscal 20202021 from a net gain of $2.3 million$133,000 in the same quarter of fiscal 2019.last year. The net lossincrease was due primarily to an increase in prepayment fees resulting from higher loan payoffs, particularly in multi-family loans.

Deposit account fees decreased $137,000 or 31 percent to $310,000 in the secondfirst quarter of fiscal 2020 was primarily attributable to loan sale premium refunds2021 from early payoff of loans previously sold. There was no loan sale volume$447,000 in the secondsame quarter of fiscal 2020 consistent with the Corporation’s scaling back of the origination of saleable single-family mortgage loans, as compared to $131.3 million in the quarter ended December 31, 2018 with an average loan sale margin of 1.72 percent.

For the Six Months Ended December 31, 2019 and 2018.  Total non-interest income decreased $5.7 million, or 70 percent, to $2.4 million for the six months ended December 31, 2019 from $8.1 million for the same period last year.  The decrease was due primarily attributable to a decreasecertain fees that were waived related to accounts impacted by the COVID-19 pandemic and reduced transactions reflecting changes in spending habits due to the gain on sale of loans.

The net gain on sale of loans decreased $5.5 million, or 102 percent, to a net loss of $129,000 for the first six months of fiscal 2020 from a net gain of $5.4 million in the same period of fiscal 2019.  The net loss in the first six months of fiscal 2020 was primarily attributable to loan sale premium refunds from early payoff of loans previously sold. There was no loan sale volume in the first six months of fiscal 2020, as compared to $313.1 million during the six months ended December 31, 2018 with an average loan sale margin of 1.71 percent.COVID-19 pandemic.

Non-Interest Expense:

For the Quarter Ended December 31, 2019September 30, 2020 and 2018.2019.  Total non-interest expense in the quarter ended December 31, 2019September 30, 2020 was $7.6$7.0 million, a decrease of $3.3 million,$253,000, or 30three percent, as compared to $10.9$7.2 million in the quarter ended December 31, 2018.September 30, 2019. The decrease was primarily attributable to scaling back the origination of saleable single-family mortgage loans resulting in significant reductionsa decrease in salaries and employee benefits expenses, due to lower incentive compensationpartly offset by higher deposit insurance premiums and staff reductionsregulatory assessment expenses and lower premises and occupancy expenses due to the closing of loan production offices, as well as reductions in other relatedoperating expenses.

Salaries and employee benefits expense decreased $2.2 million,$542,000, or 3111 percent, to $5.0$4.4 million in the secondfirst quarter of fiscal 20202021 from $7.2$5.0 million in the same period of fiscal 2019.2020. The decrease was due primarily to fewer employees and lower employee bonus and other incentive payments. Total loan originations and purchases decreased $104.1$45.4 million, or 5649 percent, to $81.6$48.0 million in the secondfirst quarter of fiscal 20202021 from $185.7$93.4 million in the same quarter of fiscal 2019.2020. Total full-

56

timefull-time equivalent employees (“FTE”) were 184163 at December 31, 2019,September 30, 2020, down 16525 FTE or 4713 percent from 349188 FTE at December 31, 2018.

Premises and occupancy expenses decreased $394,000, or 31 percent, to $880,000 in the second quarter of fiscal 2020 from $1.3 million in the same quarter of fiscalSeptember 30, 2019.  Equipment expense decreased $233,000, or 47 percent, to $262,000 in the second quarter of fiscal 2020 from $495,000 in the same quarter of fiscal 2019.  The decrease in both premises and occupancy expenses and equipment expense was due primarily to the closure of 10 loan production offices and one retail banking center.

Deposit insurance premiums and regulatory assessments decreased $113,000, or 66 percent, to $59,000assessment expenses were $134,000 in the secondfirst quarter of fiscal 2020 from $172,0002021, in contrast to a recovery/credit of $16,000 in the same quarter of fiscal 2019.2020. The decreaseincrease was due primarily to a small bank assessment credit awarded byFDIC insurance premium credits applied in the FDIC in September 2019 which reduced assessment fees for the secondfirst quarter of fiscal 2020.2020, which were not replicated in the first quarter of fiscal 2021.

Other non-interest expenses decreased $248,000,increased $116,000, or 2320 percent, to $811,000$703,000 in the secondfirst quarter of fiscal 20202021 from $1.1 million$587,000 in the same quarter of fiscal 2019.2020. The decreaseincrease in other non-interest expenses was primarily attributable to lower loan originationthe $296,000 reversion of litigation expenses consistent with the scaling back of saleable single-family loan originations.

For the Six Months Ended December 31, 2019 and 2018.  Total non-interest expense in the six months ended December 31, 2019 was $14.8 million, a decrease of $7.8 million or 35 percent, as compared to $22.6 million in the same period ended December 31, 2018.  The decrease was primarily due to decreases in salaries and employee benefits expense, premises and occupancy expenses and other non-interest expense.

Salaries and employee benefits expense decreased $5.5 million, or 35 percent, to $10.0 million in the first six monthsquarter of fiscal 2020, from $15.5 million in the same period of fiscal 2019.  The decreasewhich was primarily attributable tonot replicated this quarter, partly offset by reduced expenses reflecting lower incentive compensation costs and staff reductions related to the scaling back of salable single-family loan originations.  Total loan originations and purchases decreased $243.7 million, or 58 percent, to $175.0 million in the first six months of fiscal 2020 from $418.7 million in the comparable period of fiscal 2019.purchases.

Premises and occupancy expenses decreased $861,000, or 33 percent, to $1.8 million in the first six months of fiscal 2020 from $2.6 million in the same period of fiscal 2019.  Equipment expense decreased $375,000, or 41 percent, to $541,000 in the first six months of fiscal 2020 from $916,000 in the same period of fiscal 2019.  The decrease in both premises and occupancy expenses and equipment expense was due primarily to the closure of 10 loan production offices and one retail banking center.

Deposit insurance premiums and regulatory assessments decreased $294,000, or 87 percent, to $43,000 in the first six months of fiscal 2020 from $337,000 in the same period of fiscal 2019.  The decrease was due primarily to a small bank assessment credit awarded by the FDIC in September 2019 which reduced assessment fees for the first six months of fiscal 2020.
47
Other non-interest expenses decreased $568,000, or 29 percent, to $1.4 million in the first six months of fiscal 2020 from $2.0 million in the same period of fiscal 2019. The decrease in other non-interest expenses was primarily attributable to lower loan origination expenses consistent with the scaling back of saleable single-family loan originations. In addition, a $296,000 partial reversion of a previously recognized legal settlement (see Part II, Item 1- Legal Proceedings) was recorded during the six months ended December 31, 2019.


Provision (Benefit) for Income Taxes:

The income tax provision reflects accruals for taxes at the applicable rates for federal income tax and California franchise tax based upon reported pre-tax income, adjusted for the effect of all permanent differences between income for tax and financial reporting purposes, such as non-deductible stock-based compensation, earnings from bank-owned life insurance policies and certain California tax-exempt loans, among others.  Therefore, there are fluctuations in the effective income tax rate from period to period based on the relationship of net permanent differences to income before tax.

57

For the Quarter Ended December 31, 2019September 30, 2020 and 2018.2019.  The Corporation’s income tax provision was $1.1 million$635,000 for the secondfirst quarter of fiscal 2020, up 302021, a 39 percent decrease from $810,000$1.0 million in the same quarter last year. The increase was attributable to higher income before income taxes in the second quarter of fiscal 2020 in comparison to the same quarter last year.year, primarily reflecting lower pre-tax income. The effective income tax rate for the quarter ended December 31, 2019 and 2018 was 30.51% and 29.26%, respectively. The higher effective tax rate in the second quarter of fiscalSeptember 30, 2020 was due primarily29.95 percent as compared to fewer tax benefits resulting from stock-based compensation activities in comparison to the same quarter last year. The Corporation believes that the effective income tax rate applied in the second quarter of fiscal 2020 reflects its current income tax obligations.

For the Six Months Ended December 31, 2019 and 2018.  The Corporation’s provision for income taxes was $2.1 million28.73 percent for the first six months of fiscal 2020, up 46 percent from the $1.4 million provision for income taxes in the same period last year. The increase was attributable to higher income before income taxes in the first six months of fiscal 2020 in comparison to the same period last year. The effective income tax rate for the six monthsquarter ended December 31, 2019 and 2018 was 29.61% and 27.39%, respectively. The higher effective tax rate in the first six months of fiscal 2020 was due primarily to fewer tax benefits resulting from stock-based compensation activities in comparison to the same period last year.September 30, 2019. The Corporation believes that the effective income tax rate applied in the first six monthsquarter of fiscal 20202021 reflects its current income tax obligations.


Asset Quality

Non-performing loans, net of the allowance for loan losses and fair value adjustments, consisting of loans with collateral located in California, was $3.4$4.5 million at December 31, 2019,September 30, 2020, down 45$392,000 or eight percent from $6.2$4.9 million at June 30, 2019.2020. Non-performing loans as a percentage of loans held for investment at December 31, 2019September 30, 2020 was 0.36%0.51%, improving from 0.71%0.55% at June 30, 2019.2020.  The non-performing loans at December 31, 2019September 30, 2020 are comprised of 1617 single-family loans ($3.44.5 million) and one commercial business loan ($37,000)27,000).  No interest accruals were made for loans that were past due 90 days or more or if the loans were deemed non-performing.

As of December 31, 2019,September 30, 2020, total restructured loans decreased $2.0 million,$194,000, or 53seven percent, to $1.8$2.4 million from $3.8$2.6 million at June 30, 2019.2020.  At December 31, 2019both September 30, 2020 and June 30, 2019, $1.8 million and $1.9 million2020, all of these restructured loans were classified as non-performing, respectively.non-performing.  As of December 31, 2019, $888,000, or 49 percent,September 30, 2020, all of the restructured loans have a current payment status, consistent with their modified payment terms; this compares to $2.4$1.2 million, or 6344 percent, of restructured loans that had a current payment status, consistent with their modified payment terms as of June 30, 2019.2020.

There was no real estate owned at both December 31, 2019September 30, 2020 and June 30, 2019.2020.

Non-performing assets, which includes non-performing loans and real estate owned, if any, decreased $2.8$392,000 or eight percent to $4.5 million or 45 percent to $3.4 million or 0.310.38 percent of total assets at December 31, 2019September 30, 2020 from $6.2$4.9 million or 0.570.42 percent of total assets at June 30, 2019.2020. Restructured loans which are performing in accordance with their modified terms and are not otherwise classified non-accrual are not included in non-performing assets.  For further analysis on non-performing loans and restructured loans, see Note 5 of the Notes to Unaudited Interim Condensed Consolidated Financial Statements.

A decline in real estate values subsequent to the time of origination of the Corporation’s real estate secured loans could result in higher loan delinquency levels, foreclosures, provisions for loan losses and net charge-offs.  Real estate values and real estate markets are beyond the Corporation’s control and are generally affected by changes in national, regional or local economic conditions and other factors.  These factors include fluctuations in interest rates and the availability of loans to potential purchasers, changes in tax laws and other governmental statutes, regulations and policies and acts of nature, such as earthquakes, fires and national disasters particular to California where substantially all of the Corporation’s real estate collateral is located.  If real estate values decline, the value of the real estate collateral securing the Corporation’s loans as set forth in the table could be significantly overstated.  The Corporation’s ability to recover on defaulted loans by foreclosing and selling the

58

real estate collateral would then be diminished and it would be more likely to suffer losses on defaulted loans.  The Corporation generally does not update the loan-to-value ratio (“LTV”) on its loans held for investment by obtaining new appraisals or broker price opinions (nor does the Corporation intend to do so in the future as a result of the costs and inefficiencies associated with

48

completing the task) unless a specific loan has demonstrated deterioration or the Corporation receives a loan modification request from a borrower (inin which case individually evaluated allowances are established, if required).required.

The following table sets forth information with respect to the Corporation’s non-performing assets, net of allowance for loan losses and fair value adjustments, at the dates indicated:
(In Thousands)At December 31,
2019
At June 30,
2019
At September 30,
2020
At June 30,
2020
Loans on non-accrual status (excluding restructured loans):    
Mortgage loans:    
Single-family$1,607 $3,315 $2,084 $2,281 
Construction 971 
Total1,607 4,286 2,084 2,281 
    
Accruing loans past due 90 days or more    
    
Restructured loans on non-accrual status:    
Mortgage loans:    
Single-family1,783 1,891 2,421 2,612 
Commercial business loans37 41 27 31 
Total1,820 1,932 2,448 2,643 
    
Total non-performing loans3,427 6,218 4,532 4,924 
    
Real estate owned, net    
Total non-performing assets$3,427 $6,218 $4,532 $4,924 
    
Non-performing loans as a percentage of loans held for investment, net
of allowance for loan losses
0.36%0.71%0.51%0.55%
    
Non-performing loans as a percentage of total assets0.31%0.57%0.38%0.42%
    
Non-performing assets as a percentage of total assets0.31%0.57%0.38%0.42%


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49

The following table summarizes classified assets, which is comprised of classified loans, net of allowance for loan losses and fair value adjustments, and real estate owned, if any, at the dates indicated:
At December 31,
2019
 At June 30,
2019
At September 30,
2020
 At June 30,
2020
(Dollars In Thousands)BalanceCount BalanceCountBalanceCount BalanceCount
Special mention loans:          
Mortgage loans:          
Single-family$4,276 11  $3,795 13 $2,175 4  $3,120 7 
Multi-family3,821 3  3,864 3 3,755 3  3,777 3 
Commercial real estate   927 1    1,703 1 
Construction1,285 1    
Total special mention loans9,382 15  8,586 17 5,930 7  8,600 11 
          
Substandard loans:          
Mortgage loans:          
Single-family3,390 18  6,631 23 4,598 20  5,438 22 
Commercial real estate926 1    
Construction   971 1 
Commercial business loans37 1  41 1 27 1  31 1 
Total substandard loans4,353 20  7,643 25 4,625 21  5,469 23 
          
Total classified loans13,735 35  16,229 42 10,555 28  14,069 34 
          
Real estate owned          
          
Total classified assets$13,735 35  $16,229 42 $10,555 28  $14,069 34 
           
Total classified assets as a percentage of total assets 0.89%    1.20%  





6050

Loan Volume Activities

The following table is provided to disclose details related to the volume of loans originated purchased and soldpurchased for the quarter and six months indicated:
For the Quarter Ended
December 31,
 For the Six Months Ended
December 31,
 For the Quarter Ended
September 30,
(In Thousands)
2019
 2018 
 2019 
 2018  
 20202019
Loans originated for sale:        
Retail originations$ $87,913 $ $215,046  
Wholesale originations 58,504  127,692  
Total loans originated for sale 146,417  342,738  
     
Loans sold:     
Servicing released (165,484) (376,534) 
Servicing retained (2,026) (2,784) 
Total loans sold (167,510) (379,318) 
     
Loans originated for investment:     
Loans originated for investment:: 
Mortgage loans:      
Single-family8,061 24,180 15,567 41,396  $23,199 $7,506 
Multi-family14,921 5,446 34,271 18,155  12,909 19,350 
Commercial real estate6,479 3,175 8,898 8,480  1,860 2,419 
Construction2,313 1,863 3,209 3,343  1,140 896 
Consumer loans1  1   
Total loans originated for investment31,775 34,664 61,946 71,374  39,108 30,171 
      
Loans purchased for investment:      
Mortgage loans:      
Single-family44,610  70,733    26,123 
Multi-family5,243 4,622 42,369 4,622  8,938 37,126 
Total loans purchased for investment49,853 4,622 113,102 4,622  8,938 63,249 
      
Mortgage loan principal payments(65,205)(41,163)(116,034)(104,092) (66,323)(50,829)
Increase (decrease) in other items, net (1)
992 60 2,790 (1,332) 
Increase in other items, net (1)
434 1,798 
      
Net increase (decrease) in loans held for investment and loans
held for sale at fair value
$17,415 $(22,910)$61,804 $(66,008) 
Net (decrease) increase in loans held for investment$(17,843)$44,389 

(1)
Includes net changes in undisbursed loan funds, deferred loan fees or costs, allowance for loan losses, fair value of loans held for investment, fair value of loans held for sale, advance payments of escrows and repurchases.


Liquidity and Capital Resources

The Corporation’s primary sources of funds are deposits, proceeds from principal and interest payments on loans, proceeds from the maturity and sale of investment securities, FHLB – San Francisco advances, access to the discount window facility at the Federal Reserve Bank of San Francisco and access to a federal funds facility with its correspondent bank.  While maturities and scheduled amortization of loans and investment securities are a relatively predictable source of funds, deposit flows, mortgage prepayments and loan sales are greatly influenced by general interest rates, economic conditions and competition.

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The primary investing activity of the Corporation is the origination and purchase of loans held for investment.  During the first sixthree months of fiscal 20202021 and 2019,2020, the Corporation originated and purchased loans held for investment of $175.0$48.0 million and $76.0$93.4 million, respectively. At December 31, 2019,September 30, 2020, the Corporation had loan origination commitments totaling $10.0$7.7 million, undisbursed lines of credit totaling $1.3 million$928,000 and undisbursed construction loan funds totaling $6.8$3.4 million.  The Corporation anticipates that it will have sufficient funds available to meet its current loan commitments.

The Corporation’s primary financing activity is gathering deposits.  During the first sixthree months of fiscal 2020,2021, the net decreaseincrease in deposits was $7.6$11.7 million or one percent, primarily due to an increase in transaction accounts, partly offset by a decrease in time deposits. Time deposits decreased $7.2$9.0 million, or fourfive percent, to $185.9$161.0 million at December 31, 2019September 30, 2020 from $193.1 $170.0

51

million at June 30, 2019.2020.  At December 31, 2019,September 30, 2020, time deposits with a principal amount of $250,000 or less and scheduled to mature in one year or less were $79.6$71.4 million and total time deposits with a principal amount of more than $250,000 and scheduled to mature in one year or less were $22.5$14.6 million. Historically, the Corporation has been able to retain a significant percentage of its time deposits as they mature.

The Corporation must maintain an adequate level of liquidity to ensure the availability of sufficient funds to support loan growth and deposit withdrawals, to satisfy financial commitments and to take advantage of investment opportunities.  The Corporation generally maintains sufficient cash and cash equivalents to meet short-term liquidity needs.  At December 31, 2019,September 30, 2020, total cash and cash equivalents were $48.2$66.5 million, or foursix percent of total assets.  Depending on market conditions and the pricing of deposit products and FHLB – San Francisco advances, the Bank may rely on FHLB – San Francisco advances for part of its liquidity needs.  As of December 31, 2019,September 30, 2020, total borrowings were $131.1$136.0 million and the financing availability at FHLB – San Francisco was limited to 35 percent of total assets; the remaining borrowing facility available was $240.3$255.4 million and the remaining available collateral was $447.8$360.7 million. In addition, the Bank has secured a $57.5$165.7 million discount window facility at the Federal Reserve Bank of San Francisco, collateralized by investment securities with a fair market value of $61.2$176.2 million. As of December 31, 2019,September 30, 2020, the Bank also has a borrowing arrangement in the form of a federal funds facility with its correspondent bank for $17.0 million that matures on June 30, 20202021 which the Bank intends to renew upon maturity. The Bank had no advances under its correspondent bank or discount window facility as of December 31, 2019.September 30, 2020.

Regulations require thrifts to maintain adequate liquidity to assure safe and sound operations. The Bank’s average liquidity ratio (defined as the ratio of average qualifying liquid assets to average deposits and borrowings) for the quarter ended December 31, 2019 decreasedSeptember 30, 2020 increased to 14.725.4 percent from 20.723.1 percent for the quarter ended June 30, 2019.2020.

The Bank, as a federally-chartered, federally insured savings bank, is subject to the capital requirements established by the OCC. Under the OCC's capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank's assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices.  The Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weighting and other factors.

At December 31, 2019,September 30, 2020, the Bank exceeded all regulatory capital requirements.  The Bank was categorized "well-capitalized" at December 31, 2019September 30, 2020 under the regulations of the OCC. As a bank holding company registered with the Federal Reserve, Provident Financial Holdings, Inc. is subject to the capital adequacy requirements of the Federal Reserve. For a bank holding company with less than $3.0 billion in assets, the capital guidelines apply on a bank only basis, and the Federal Reserve expects the holding company’s subsidiary bank to be well capitalized under the prompt corrective action regulations.

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52

The Bank's actual and required minimum capital amounts and ratios at the dates indicated are as follows (dollars in thousands):
   Regulatory Requirements 
Actual 
Minimum for Capital
Adequacy Purposes (1)
 
Minimum to Be
Well Capitalized
       Regulatory Requirements
Amount Ratio Amount Ratio Amount Ratio Actual 
Minimum for Capital
Adequacy Purposes (1)
 
Minimum to Be
Well Capitalized
               Amount
 Ratio
    Amount
 Ratio
   Amount
 Ratio
  
Provident Savings Bank, F.S.B.:                                    
                                    
As of December 31, 2019              
As of September 30, 2020                      
Tier 1 leverage capital (to adjusted average assets)$113,384   10.24%  $44,276  4.00%  $55,345  5.00% $113,942   9.64%  $47,277  4.00% $59,096  5.00% 
CET1 capital (to risk-weighted assets)$113,384  16.62%  $47,755  7.00%  $44,344  6.50% $113,942  16.94%  $47,082  7.00% $43,719  6.50% 
Tier 1 capital (to risk-weighted assets)$113,384  16.62%  $57,989  8.50%  $54,578  8.00% $113,942  16.94%  $57,170  8.50% $53,807  8.00% 
Total capital (to risk-weighted assets)$120,443  17.65%  $71,633  10.50%  $68,222  10.00% $122,351  18.19%  $70,622  10.50% $67,259  10.00% 
                            
As of June 30, 2019              
As of June 30, 2020              
Tier 1 leverage capital (to adjusted average assets)$115,009  10.50%  $43,824  4.00%  $54,779  5.00% $116,967  10.13%  $46,188  4.00% $57,735  5.00% 
CET1 capital (to risk-weighted assets)$115,009  18.00%  $44,730  7.00%  $41,535  6.50% $116,967  17.51%  $46,747  7.00% $43,408  6.50% 
Tier 1 capital (to risk-weighted assets)$115,009  18.00%  $54,314  8.50%  $51,119  8.00% $116,967  17.51%  $56,765  8.50% $53,426  8.00% 
Total capital (to risk-weighted assets)$122,225  19.13%  $67,094  10.50%  $63,899  10.00% $125,316  18.76%  $70,121  10.50% $66,782  10.00% 

(1)
The dollar amounts and ratios includeInclusive of the capital conservation buffer consisting of 2.50% of risk-weighted assets above the required minimum levels at December 31, 2019 and June 30, 2019 for CET1 capital, Tier 1 capital and Total capital.capital ratios.

In addition to the minimum CET1, Tier 1 and Total capital ratios, the Bank is required tomust maintain a capital conservation buffer consisting of additional CET1 capital greater than 2.5% of risk-weighted assets above the required minimum levels in order to avoid limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses based on percentages of eligible retained income that could be utilized for such actions.  At December 31, 2019,As of September 30, 2020, the Bank was in compliance with this requirement.capital conservation buffer required a minimum of 2.50% of risk weighted assets.

The ability of the Corporation to pay dividends to stockholders depends primarily on the ability of the Bank to pay dividends to the Corporation.  The Bank may not declare or pay a cash dividend if the effect thereof would cause its net worth to be reduced below the regulatory capital requirements imposed by federal regulation.  In the first sixthree months of fiscal 2020, the Bank paid a cash dividend of $7.5$5.0 million to the Corporation;Corporation, while the Corporation paid $2.1$1.0 million of cash dividends to its shareholders.


Supplemental Information
At
December 31,
2019
At
June 30,
2019
At
December 31,
2018
At
September 30,
2020
At
June 30,
2020
At
September 30,
2019
      
Loans serviced for others (in thousands)$102,824$120,236$123,294$77,562$86,505$110,494
      
Book value per share$16.54$16.12$16.34$16.75$16.67$16.33


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53

ITEM 3 – Quantitative and Qualitative Disclosures about Market Risk.

One of the Corporation’s principal financial objectives is to achieve long-term profitability while reducing its exposure to fluctuating interest rates.  The Corporation has sought to reduce the exposure of its earnings to changes in interest rates by attempting to manage the repricing mismatch between interest-earning assets and interest-bearing liabilities.  The principal element in achieving this objective is to increase the interest-rate sensitivity of the Corporation’s interest-earning assets by retaining for its portfolio new loan originations with interest rates subject to periodic adjustment to market conditions.  In addition, the Corporation maintains an investment portfolio, which is largely in U.S. government agency MBS and U.S. government sponsored enterprise MBS with contractual maturities of up to 30 years that reprice frequently or have a relatively short-averageshort average life.  The Corporation relies on retail deposits as its primary source of funds while utilizing FHLB – San Francisco advances as a secondary source of funding.  Management believes retail deposits, unlike brokered deposits, reduces the effects of interest rate fluctuations because they generally represent a more stable source of funds.  As part of its interest rate risk management strategy, the Corporation promotes transaction accounts and time deposits with terms up to seven years.

Through the use of an internal interest rate risk model, the Corporation is able to analyze its interest rate risk exposure by measuring the change in net portfolio value (“NPV”) over a variety of interest rate scenarios.  NPV is defined as the net present value of expected future cash flows from assets, liabilities and off-balance sheet contracts.  The calculation is intended to illustrate the change in NPV that would occur in the event of an immediate change in interest rates of  -200, -100, +100, +200 and +300 basis points (“bp”) with no effect given to steps that management might take to counter the effect of the interest rate movement. As of December 31, 2019,September 30, 2020, the targeted Federal Funds Rate range was 1.50%0.00% to 1.75%0.25%, making an immediate change of -300-200 basis points or more improbable.

The following table is derived from the internal interest rate risk model and represents the NPV based on the indicated changes in interest rates as of December 31, 2019September 30, 2020 (dollars in thousands).
Basis Points ("bp")
Change in Rates
Net
Portfolio
Value
NPV
Change (1)
Portfolio
Value of
Assets
NPV as Percentage
of Portfolio Value
Assets (2)
Sensitivity
Measure (3)
Net
Portfolio
Value
NPV
Change (1)
Portfolio
Value of
Assets
NPV as Percentage
of Portfolio Value
Assets (2)
Sensitivity
Measure (3)
+300 bp$ 216,422 $        92,850 $ 1,195,569 18.10%    +707 bp$ 250,940 $        109,241 $ 1,313,467 19.11%+749 bp
+200 bp$ 189,967 $          66,395 $ 1,174,926 16.17%   +514 bp$ 222,185 $          80,486 $ 1,289,534 17.23%+561 bp
+100 bp$ 159,357 $          35,785 $ 1,150,314 13.85%   +282 bp$ 188,884 $          47,185 $ 1,261,195 14.98%+336 bp
0 bp$ 123,572 $ $ 1,120,724 11.03%      0 bp$ 141,699 $ $ 1,219,117 11.62%   0 bp
-100 bp$ 112,588 $(10,984)$ 1,114,647 10.10%   -93 bp$ 118,402 $(23,297)$ 1,193,665 9.92%-170 bp
-200 bp$ 116,630 $(6,942)$ 1,119,409 10.42%     -61 bp

(1)
Represents the increase (decrease) of the NPV at the indicated interest rate change in comparison to the NPV at December 31, 2019September 30, 2020 (“base case”).
(2)
Derived from the NPV divided by the portfolio value of total assets.
(3)
Derived from the change in the NPV ratio from the base case amount assuming the indicated change in interest rates (expressed in basis points).

The following table is derived from the internal interest rate risk model and represents the change in the NPV at a -100 basis point rate shock at December 31, 2019September 30, 2020 and June 30, 2019.2020.
 At September 30, 2020At June 30, 2020
 (-100 bp rate shock)(-100 bp rate shock)
Pre-Shock NPV Ratio: NPV as a % of PV Assets             11.62%       
11.93%
Post-Shock NPV Ratio: NPV as a % of PV Assets               9.92%       
10.57%
Sensitivity Measure: Change in NPV Ratio      -170 bp-136 bp


 At December 31, 2019At June 30, 2019
 (-100 bp rate shock)(-100 bp rate shock)
Pre-Shock NPV Ratio: NPV as a % of PV Assets11.03%11.80%
Post-Shock NPV Ratio: NPV as a % of PV Assets10.10%10.67%
Sensitivity Measure: Change in NPV Ratio  -93 bp-113 bp

6454

The pre-shock NPV ratio decreased 7731 basis points to 11.0311.62 percent at December 31, 2019September 30, 2020 from 11.8011.93 percent at June 30, 20192020 and the post-shock NPV ratio decreased 5765 basis points to 10.109.92 percent at December 31, 2019September 30, 2020 from 10.6710.57 percent at June 30, 2019.2020.  The decrease of the NPV ratios was primarily attributable to a $7.5$5.0 million cash dividend distribution from the Bank to Provident Financial Holdings, Inc. in September 2019,2020, partly offset by net income in the first sixthree months of fiscal 2020.2021 and the change in interest rates.

As with any method of measuring interest rate risk, certain shortcomings are inherent in the method of analysis presented in the foregoing tables.  For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates.  Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types of assets and liabilities may lag behind changes in market interest rates.  Additionally, certain assets, such as ARM loans, have features that restrict changes in interest rates on a short-term basis and over the life of the asset.  Further, in the event of a change in interest rates, expected rates of prepayments on loans and early withdrawals from time deposits could likely deviate significantly from those assumed when calculating the results described in the tables above.  It is also possible that, as a result of an interest rate increase, the higher mortgage payments required from ARM borrowers could result in an increase in delinquencies and defaults.  Accordingly, the data presented in the tables in this section should not be relied upon as indicative of actual results in the event of changes in interest rates.  Furthermore, the NPV presented in the foregoing tables is not intended to present the fair market value of the Corporation, nor does it represent amounts that would be available for distribution to shareholders in the event of the liquidation of the Corporation.

The Corporation measures and evaluates the potential effects of interest rate movements through an interest rate sensitivity "gap" analysis.  Interest rate sensitivity reflects the potential effect on net interest income when there is movement in interest rates. For loans, securities and liabilities with contractual maturities, the table presents contractual repricing or scheduled maturity.  For transaction accounts (checking, money market and savings deposits) that have no contractual maturity, the table presents estimated principal cash flows and, as applicable, the Corporation's historical experience, management's judgment and statistical analysis concerning their most likely withdrawal behaviors.





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The following table represents the interest rate gap analysis of the Corporation's assets and liabilities as of December 31, 2019:September 30, 2020:
  
Term to Contractual Repricing, Estimated Repricing, or Contractual
Maturity (1)
  
Term to Contractual Repricing, Estimated Repricing, or Contractual
Maturity (1)
  As of December 31, 2019  As of September 30, 2020
(Dollars In Thousands)(Dollars In Thousands)
12 months or
less
Greater than
1 year to 3
years
Greater than
3 years to 5
years
Greater than
5 years or
non-sensitive
Total(Dollars In Thousands)
12 months or
less
Greater than
1 year to 3
years
Greater than
3 years to 5
years
Greater than
5 years or
non-sensitive
Total
      
Repricing Assets:Repricing Assets:    Repricing Assets:    
Cash and cash equivalents$42,693 $ $ $5,540 $48,233 Cash and cash equivalents$60,683 $ $ $5,784 $66,467 
Investment securities26,814   55,584 82,398 Investment securities19,912   178,372 198,284 
Loans held for investment265,573 231,242 321,527 123,387 941,729 Loans held for investment288,409 239,783 256,184 100,577 884,953 
FHLB - San Francisco stock8,199    8,199 FHLB - San Francisco stock7,970    7,970 
Other assets3,292   23,536 26,828 Other assets3,373   22,986 26,359 
 Total assets346,571 231,242 321,527 208,047 1,107,387  Total assets380,347 239,783 256,184 307,719 1,184,033 
            
Repricing Liabilities and Equity:Repricing Liabilities and Equity:    Repricing Liabilities and Equity:    
Checking deposits - non-interest bearing   85,846 85,846 Checking deposits - non-interest bearing   114,537 114,537 
Checking deposits - interest bearing40,418 80,836 80,836 67,364 269,454 Checking deposits - interest bearing45,311 90,622 90,622 75,517 302,072 
Savings deposits51,807 103,614 103,614  259,035 Savings deposits56,373 112,745 112,745  281,863 
Money market deposits16,709 16,709   33,418 Money market deposits22,631 22,631   45,262 
Time deposits102,063 62,906 20,016 912 185,897 Time deposits86,004 56,663 17,465 820 160,952 
Borrowings10,000 61,078 40,007 20,000 131,085 Borrowings46,031 50,000 40,000  136,031 
Other liabilities332   18,544 18,876 Other liabilities355   18,302 18,657 
Stockholders' equity   123,776 123,776 Stockholders' equity   124,659 124,659 
 Total liabilities and stockholders' equity221,329 325,143 244,473 316,442 1,107,387  Total liabilities and stockholders' equity256,705 332,661 260,832 333,835 1,184,033 
            
Repricing gap positive (negative)Repricing gap positive (negative)$125,242 $(93,901)$77,054 $(108,395)$ Repricing gap positive (negative)$123,642 $(92,878)$(4,648)$(26,116)$ 
Cumulative repricing gap:Cumulative repricing gap:    Cumulative repricing gap:    
Dollar amount$125,242 $31,341 $108,395 $ $ Dollar amount$123,642 $30,764 $26,116 $ $ 
Percent of total assets11%3%10%%%Percent of total assets10%3%2%%%

(1) Cash and cash equivalents are presented as estimated repricing; investment securities and loans held for investment are presented as contractual maturities or contractual repricing (without consideration for prepayments); FHLB - San Francisco stock is presented as contractual repricing; transaction accounts (checking, savings and money market deposits) are presented as estimated repricing; while time deposits (without consideration for early withdrawals) and borrowings are presented as contractual maturities.

The static gap analysis shows a positive position in the "cumulative repricing gap - dollar amount" category, indicating more assets are sensitive to repricing than liabilities. Management views non-interest bearing deposits to be the least sensitive to changes in market interest rates and these accounts are therefore characterized as long-term funding. Interest-bearing checking deposits are considered more sensitive, followed by increased sensitivity for savings and money market deposits. For the purpose of calculating gap, a portion of these interest-bearing deposit balances are assumed to be subject to estimated repricing as follows: interest-bearing checking deposits at 15% per year, savings deposits at 20% per year and money market deposits at 50% in the first and second years.

6656

The gap results presented above could vary substantially if different assumptions are used or if actual experience differs from the assumptions used in the preparation of the gap analysis.  Furthermore, the gap analysis provides a static view of interest rate risk exposure at a specific point in time without taking into account redirection of cash flows activity and deposit fluctuations.

The extent to which the net interest margin will be impacted by changes in prevailing interest rates will depend on a number of factors, including how quickly interest-earning assets and interest-bearing liabilities react to interest rate changes. It is not uncommon for rates on certain assets or liabilities to lag behind changes in the market rates of interest.  Additionally, prepayments of loans and early withdrawals of certificates of deposit could cause interest sensitivities to vary.  As a result, the relationship between interest-earning assets and interest-bearing liabilities, as shown in the previous table, is only a general indicator of interest rate sensitivity and the effect of changing rates of interest on net interest income is likely to be different from that predicted solely on the basis of the interest rate sensitivity analysis set forth in the previous table.

The Corporation also models the sensitivity of net interest income for the 12-month period subsequent to any given month-end assuming a dynamic balance sheet accounting for, among other items:
The Corporation’s current balance sheet and repricing characteristics;
The Corporation’s current balance sheet and repricing characteristics;
Forecasted balance sheet growth consistent with the business plan;
Forecast balance sheet growth consistent with the business plan;
Current interest rates and yield curves and management estimates of projected interest rates;
Current interest rates and yield curves and management estimates of projected interest rates;
Embedded options, interest rate floors, periodic caps and lifetime caps;
Embedded options, interest rate floors, periodic caps and lifetime caps;
Repricing characteristics for market rate sensitive instruments;
Repricing characteristics for market rate sensitive instruments;
Loan, investment, deposit and borrowing cash flows;
Loan, investment, deposit and borrowing cash flows;
Loan prepayment estimates for each type of loan; and
Loan prepayment estimates for each type of loan; and
Immediate, permanent and parallel movements in interest rates of plus 300, 200 and 100 and minus 100 and 200 basis points.  
Immediate, permanent and parallel movements in interest rates of plus 300, 200 and 100 and minus 100 basis points.  

The following table describes the results of the analysis at December 31, 2019September 30, 2020 and June 30, 2019.2020.
At December 31, 2019 At June 30, 2019
At September 30, 2020At September 30, 2020 At June 30, 2020
Basis Point (bp)
Change in Rates
Change in
Net Interest Income
 
Basis Point (bp)
Change in Rates
Change in
Net Interest Income
Change in
Net Interest Income
 
Basis Point (bp)
Change in Rates
Change in
Net Interest Income
+300 bp6.70% +300 bp6.85%9.39% +300 bp15.11%
+200 bp5.03% +200 bp4.39%6.12% +200 bp9.95%
+100 bp4.45% +100 bp2.36%3.28% +100 bp5.25%
-100 bp1.16% -100 bp(3.63)%0.69% -100 bp(0.05)%
-200 bp(0.83)% -200 bp(6.69)%

At December 31, 2019September 30, 2020 and June 30, 2019,2020, the Corporation was asset sensitive as its interest-earning assets at those dates are expected to reprice more quickly than its interest-bearing liabilities during the subsequent 12-month period. Therefore, in a rising interest rate environment, the model projects an increase in net interest income over the subsequent 12-month period.  In a falling interest rate environment, the results project a slight increase in net interest income over the subsequent 12-month period at September 30, 2020, as compared to a slight decrease in net interest income over the subsequent 12-month period except under the -100 basis point shock at December 31, 2019 where more loans are forecast to hit their contractual floor interest rate.June 30, 2020.

Management believes that the assumptions used to complete the analysis described in the table above are reasonable.  However, past experience has shown that immediate, permanent and parallel movements in interest rates will not necessarily occur.  Additionally, while the analysis provides a tool to evaluate the projected net interest income to changes in interest rates, actual results may be substantially different if actual experience differs from the assumptions used to complete the analysis, particularly with respect to the 12-month business plan when asset growth is forecast.  Therefore, the model results that the Corporation discloses should be thought of as a risk management tool to compare the trends of the Corporation’s current disclosure to previous disclosures, over time, within the context of the actual performance of the treasury yield curve.

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ITEM 4 – Controls and Procedures.

a) An evaluation of the Corporation’s disclosure controls and procedures (as defined in Section 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934 (the “Act”)) was carried out under the supervision and with the participation of the Corporation’s Chief Executive Officer, Chief Financial Officer and the Corporation’s Disclosure Committee as of the end of the period covered by this quarterly report.  In designing and evaluating the Corporation’s disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.  Also, because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Corporation have been detected.  Additionally, in designing disclosure controls and procedures, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.  Based on their evaluation, the Corporation’s Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s disclosure controls and procedures as of December 31, 2019September 30, 2020 are effective, at the reasonable assurance level, in ensuring that the information required to be disclosed by the Corporation in the reports it files or submits under the Act is (i) accumulated and communicated to the Corporation’s management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

b) There have been no changes in the Corporation’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Act) that occurred during the quarter ended December 31, 2019,September 30, 2020, that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.  The Corporation does not expect that its internal control over financial reporting will prevent all error and all fraud.  A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met.  Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Corporation have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.  The design of any control procedure is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.


PART II – OTHER INFORMATION

Item 1.  Legal Proceedings.

TherePeriodically, there have been no material changesvarious claims and lawsuits involving the Corporation, such as claims to enforce liens, condemnation proceedings on properties in which the Corporation holds security interests, claims involving the making and servicing of real property loans, employment matters and other issues in the ordinary course of and incidental to the Corporation’s business.  These proceedings and the associated legal claims are often contested and the outcome of individual matters is not always predictable. Additionally, in some actions, it is difficult to assess potential exposure because the Corporation is still in the early stages of the litigation. The Corporation is not a party to any pending legal proceedings previously disclosed in Part I, Item 3 of the Corporation’s Annual Reportthat it believes would have a material adverse effect on Form 10-K for the year ended June 30, 2019, except as follows.

On July 24, 2019, the California Superior Court for the County of San Bernardino, California granted final approval of the settlement in the Cannon vs. Bank lawsuit. On July 26, 2019, the final order was signed by this court and on August 6, 2019, the Bank forwarded the settlement amount to the class administrator. The total settlement was reduced to $2.5 million from $2.8 million, resulting in a $296,000 settlement expense recovery which was recognized in the first quarter of fiscal 2020.its financial condition, operations or cash flows.


6858

Item 1A.  Risk Factors.

There have been no material changes in the risk factors previously disclosed in Part I, Item 1A of the Corporation's Annual Report on Form 10-K for the year ended June 30, 2019.2020.


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

The table below represents the Corporation’s purchases of its equity securities for the second quarter of fiscal 2020.
(a)Not applicable.
Period
(a) Total
Number of
Shares Purchased
(b) Average
Price Paid
per Share
(c) Total Number of
Shares Purchased as
Part of Publicly
Announced Plan
(d) Maximum
Number of Shares
that May Yet Be
Purchased Under the
Plan (1)
October 1 – 31, 2019 $ 304,077 
November 1 – 30, 2019 $ 304,077 
December 1 – 31, 20192,361 $21.842,361 301,716 
Total2,361 $21.842,361 301,716 
(b)Not applicable.
(c)The table below represents the Corporation’s purchases of its equity securities for the first quarter of fiscal 2021.

Period
(a) Total
Number of
Shares Purchased
(b) Average
Price Paid
per Share
(c) Total Number of
Shares Purchased as
Part of Publicly
Announced Plan
(d) Maximum
Number of Shares
that May Yet Be
Purchased Under the
Plan (1)
July 1 – 31, 2020 $ 371,815 
August 1 – 31, 2020 $ 371,815 
September 1 – 30, 20202,556 $11.68 371,815 
Total2,556 $11.68 371,815 

(1)
Represents the remaining shares available for future purchases under the April 20182020 stock repurchase plan.

During the quarter ended December 31, 2019,September 30, 2020, the Corporation purchased 2,361did not purchase any shares of the Corporation’s common stock at an average costunder the April 2020 stock repurchase plan. As of $21.84 per share. For the six months ended December 31, 2019,September 30, 2020, the Corporation has not purchased 19,285 shares of the Corporation’s common stock at an average cost of $20.58 per share. As of December 31, 2019, a total of 71,284 shares or 19 percent of theany shares authorized in the April 20182020 stock repurchase plan, have been purchased at an average cost of $19.97 per share, leaving 301,716all 371,815 shares available for future purchases.purchase until the plan expires on April 30, 2021. During the quarter ended December 31, 2019,September 30, 2020, there was no stock option activity, while a total of 5,750 shares of common stock were exercised, while no shares of restricted common stock were forfeited or vested. For the six months ended December 31, 2019, a total of 16,250 shares of common stock were exercised and a total of 8,0009,000 shares of restricted stock were forfeited while noand 7,500 shares of restricted common stock were vested. The Corporation did not purchase anypurchased 2,556 shares from recipients to fund their withholding tax obligations in the secondfirst quarter and first six monthsfiscal 2021 with an average cost of fiscal 2020. During the quarter and six months ended December 31, 2019, the Corporation did not sell any securities that were not registered under the Securities Act of 1933.$11.68 per share.


Item 3.  Defaults Upon Senior Securities.

Not applicable.


Item 4.  Mine Safety Disclosures.

Not applicable.


Item 5.  Other Information.

Not applicable.

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59


Item 6.  Exhibits.

Exhibits:
  
  
4.1Form of Certificate of Provident's Common Stock (incorporated by reference to the Corporation’s Registration Statement on Form S-1 (333-2230) filed on March 11, 1996))
  
  
  
  
  
101
The following materials from the Corporation’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2019,September 30, 2020, formatted in Extensible Business Reporting Language (XBRL): (1) Condensed Consolidated Statements of Financial Condition; (2) Condensed Consolidated Statements of Operations; (3) Condensed Consolidated Statements of Comprehensive Income;Income (Loss); (4) Condensed Consolidated Statements of Stockholders’ Equity; (5) Condensed Consolidated Statements of Cash Flows; and (6) Selected Notes to Condensed Consolidated Financial Statements.
  





70




60




SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


 Provident Financial Holdings, Inc.
  
  
  
Date: February 10,November 6, 2020
/s/ Craig G. Blunden
 Craig G. Blunden
 
Chairman and Chief Executive Officer
(Principal Executive Officer)
  
  
  
Date: February 10,November 6, 2020
/s/ Donavon P. Ternes
 Donavon P. Ternes
 
President, Chief Operating Officer and
Chief Financial Officer
(Principal Financial and Accounting Officer)





71

Exhibit Index

101The following materials from the Corporation’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2019, formatted in Extensible Business Reporting Language (XBRL): (1) Condensed Consolidated Statements of Financial Condition; (2) Condensed Consolidated Statements of Operations; (3) Condensed Consolidated Statements of Comprehensive Income; (4) Condensed Consolidated Statements of Stockholders’ Equity; (5) Condensed Consolidated Statements of Cash Flows; and (6) Selected Notes to Condensed Consolidated Financial Statements.




61