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Section 1: 10-K (10-K)

Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 10-K
(Mark one)
[x]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2018            OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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 incorporation 
 
(I.R.S. Employer 
or organization) 
 
Identification  Number) 
 
 
 
3756 Central Avenue, Riverside, California
 
92506
(Address of principal executive offices) 
 
(Zip Code) 
                                                                                                                      
Registrant’s telephone number, including area code:   (951) 686-6060
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $.01 per share
(Title of Each Class)
The NASDAQ Stock Market LLC 
(Name of Each Exchange on Which Registered)

Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES          NO   X  .
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES          NO   X  .
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X      NO      .
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES X       NO      .
Indicate by check mark whether disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or other information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. [X]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or 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 _____ (Do not check if a smaller reporting company)
Smaller reporting company _____
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 Exchange Act Rule 12b-2).
YES          NO   X  .



The Registrant’s common stock is listed on the NASDAQ Global Select Market under the symbol “PROV.”  The aggregate market value of the common stock held by non affiliates of the Registrant, based on the closing sales price of the Registrant’s common stock as quoted on the NASDAQ Global Select Market on December 31, 2017, was $125.5 million. As of August 24, 2018, there were 7,433,926 shares of the Registrant’s common stock issued and outstanding.  

 DOCUMENTS INCORPORATED BY REFERENCE
1.
Portions of the Annual Report to Shareholders are incorporated by reference into Part II.
2.
Portions of the definitive Proxy Statement for the fiscal 2018 Annual Meeting of Shareholders (“Proxy Statement”) are incorporated by reference into Part III.



PROVIDENT FINANCIAL HOLDINGS, INC.
Table of Contents
 
Page
PART I
 
Item  1.    Business: 
 1
General 
Subsequent Events 
Market Area 
Competition
Personnel 
Segment Reporting 
Internet Website  
Lending Activities 
Mortgage Banking Activities 
Loan Servicing 
Delinquencies and Classified Assets 
Investment Securities Activities 
Deposit Activities and Other Sources of Funds 
Subsidiary Activities 
Regulation 
Taxation 
Executive Officers 
Item 1A.  Risk Factors  
Item  1B.  Unresolved Staff Comments  
Item  2.    Properties  
Item  3.    Legal Proceedings  
Item  4.    Mine Safety Disclosures  
 
 
PART II
 
Item  5.    Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item  6.    Selected Financial Data  
Item  7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations:
 61
General 
Critical Accounting Policies  
Executive Summary and Operating Strategy 
Off-Balance Sheet Financing Arrangements and Contractual Obligations 
Comparison of Financial Condition at June 30, 2018 and 2017 
Comparison of Operating Results for the Years Ended June 30, 2018 and 2017 
Comparison of Operating Results for the Years Ended June 30, 2017 and 2016
Average Balances, Interest and Average Yields/Costs  
Rate/Volume Analysis  
Liquidity and Capital Resources  
Impact of Inflation and Changing Prices  
Impact of New Accounting Pronouncements 
Item 7A.  Quantitative and Qualitative Disclosures about Market Risk
Item  8.    Financial Statements and Supplementary Data
Item  9.    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9A.  Controls and Procedures
Item 9B.   Other Information
 
 



 
Page
 PART III
 
Item 10.   Directors, Executive Officers and Corporate Governance  
Item 11.   Executive Compensation  
Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.   Certain Relationships and Related Transactions, and Director Independence
Item 14.   Principal Accountant Fees and Services  
 
 
PART IV
 
Item 15.   Exhibits, Financial Statement Schedules  
 
 
Signatures

As used in this report, the terms “we,” “our,” “us,” and “Provident” refer to Provident Financial Holdings, Inc. and its consolidated subsidiaries, unless the context indicates otherwise. When we refer to the “Bank” or “Provident Savings Bank” in this report, we are referring to Provident Savings Bank, F.S.B., a wholly owned subsidiary of Provident Financial Holdings, Inc.




PART I

Item 1.  Business

General

Provident Financial Holdings, Inc. (the “Corporation”), 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 June 30, 2018, the Corporation had consolidated total assets of $1.18 billion, total deposits of $907.6 million and stockholders’ equity of $120.5 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 Annual Report on Form 10-K (“Form 10-K”), including the audited consolidated financial statements and related data, relates primarily to the Bank and its subsidiaries.

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 (“FHLB”) – San Francisco since 1956.

The Bank 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, Provident Bank Mortgage (“PBM”), a division of the Bank, and through its subsidiary, Provident Financial Corp.  The business activities of the Bank consist of community banking, mortgage banking, investment services and trustee services for real estate transactions.  Financial information regarding the Corporation’s two operating segments, Provident Bank and Provident Bank Mortgage, is contained in Note 17 to the Corporation’s audited consolidated financial statements included in Item 8 of this Form 10-K.

The Bank’s community banking operations primarily consist of accepting deposits from customers within the communities surrounding its full service offices and investing those funds in single-family, multi-family, commercial real estate, construction, commercial business, consumer and other mortgage loans.  The Bank's mortgage banking activities primarily consist of the origination, purchase and sale of single-family mortgage loans (including second mortgages and equity lines of credit).  Through its subsidiary, Provident Financial Corp, the Bank conducts trustee services for the Bank’s real estate transactions and in the past has held real estate for investment.  For additional information, see “Subsidiary Activities” in this Form 10-K.  The activities of Provident Financial Corp are included in the Bank's operating segment results.  The Bank’s revenues are derived principally from interest earned on its loan and investment portfolios, and fees generated through its community banking and mortgage banking activities.

On June 22, 2006, the Bank established the Provident Savings Bank Charitable Foundation (“Foundation”) in order to further its commitment to the local community.  The specific purpose of the Foundation is to promote and provide for the betterment of youth, education, housing and the arts in the Bank’s primary market areas of Riverside and San Bernardino counties.   The Foundation was funded with a $500,000 charitable contribution made by the Bank in the fourth quarter of fiscal 2006.  The Bank contributed $40,000 annually to the Foundation in fiscal 2018, 2017 and 2016.


Subsequent Events:

On July 31, 2018, the Corporation announced that the Corporation’s Board of Directors declared a cash dividend of $0.14 per share.  Shareholders of the Corporation’s common stock at the close of business on August 21, 2018 are entitled to receive the cash dividend, payable on September 11, 2018.



1



Market Area

The Bank is headquartered in Riverside, California and operates 13 full-service banking offices in Riverside County and one full-service banking office in San Bernardino County.  Management considers Riverside and Western San Bernardino counties to be the Bank’s primary market for deposits.  Through the operations of PBM, the Bank has expanded its mortgage lending market to include most of Southern California and some of Northern California.  The Bank is the largest independent community bank headquartered in Riverside County and it has the eighth largest deposit market share of all banks and the fourth largest of community banks in Riverside County. PBM operates two wholesale loan production offices, one is located in Pleasanton and the other is located in Rancho Cucamonga, California and nine retail loan production offices located in Atascadero, Brea, Escondido, Glendora, Rancho Cucamonga, Riverside (3) and Roseville, California.

The large geographic area encompassing Riverside and San Bernardino counties is referred to as the “Inland Empire.”  According to the 2010 Census Bureau population statistics, Riverside and San Bernardino Counties have the fourth and fifth largest populations in California, respectively.  The Bank’s market area consists primarily of suburban and urban communities.  Western Riverside and San Bernardino counties are relatively densely populated and are within the greater Los Angeles metropolitan area.  According to the United States of America (“U.S.”) Department of Labor, Bureau of Labor Statistics, the unemployment rate in the Inland Empire in June 2018 was 4.7%, compared to 4.2% in California and 4.0% nationwide, an improvement compared to the unemployment data reported in June 2017, which was 5.5% in the Inland Empire, 4.7% in California and 4.4% nationwide.

In 2018, the forecast for the Inland Empire economy is a gain of 45,000 jobs (3.1%), after adding 49,433 jobs in 2017 (3.5%). The expansion is expected to continue partly because of the area’s traditional advantages for blue collar/technical sectors (less expensive land, modestly priced labor, growing population), as well as continued growth in health care, and a small addition of jobs in higher paying sectors. As these sectors add workers, additional anticipated spending that circulates through the population serving sectors should cause them to expand as well. In addition, 34.2% of growth is forecasted for lower paying sectors and 65.8% in moderate and better paying jobs. That is a good mix as 60% - 40% is a more normal distribution (Source: Inland Empire Quarterly Economic Reports - April 2018).

California’s median home price edged higher to another peak in June 2018 although year-over-year home sales slowed for the second straight month, according to the California Association of Realtors (C.A.R."). Closed escrow sales of existing, single-family detached homes in California totaled a seasonally adjusted annualized rate of 410,800 units in June 2018, according to information collected by C.A.R. from more than 90 local Realtor associations and MLSs statewide. The statewide annualized sales figure represents what would be the total number of homes sold during 2018 if sales maintained the June pace throughout the year, adjusted to account for seasonal factors that typically influence home sales. The number of homes sold in June 2018 was up 0.4% from the revised 409,270 level in May 2018 and down 7.3% compared with home sales in June 2017 of 443,120. The year-over-year sales decline was the largest in nearly four years (Source: California Association of Realtors – July 23, 2018 News Release).


Competition

The Bank faces significant competition in its market area in originating real estate loans and attracting deposits.  The population growth in the Inland Empire has attracted numerous financial institutions to the Bank’s market area.  The Bank’s primary competitors are large national and regional commercial banks as well as other community-oriented banks and savings institutions.  The Bank also faces competition from credit unions and a large number of mortgage companies that operate within its market area.  Many of these institutions are significantly larger than the Bank and therefore have greater financial and marketing resources than the Bank.  The Bank’s mortgage banking operations also faces competition from mortgage bankers, brokers and other financial institutions.  This competition may limit the Bank’s growth and profitability in the future.


Personnel

As of June 30, 2018, the Bank had 376 full-time equivalent employees, which consisted of 320 full-time, 55 prime-time and one part-time employee.  The employees are not represented by a collective bargaining unit and management believes that its relationship with employees is good.



2



Segment Reporting

Financial information regarding the Corporation’s operating segments is contained in Note 17 to the Corporation’s audited consolidated financial statements included in Item 8 of this Form 10-K.


Internet Website

The Corporation maintains a website at www.myprovident.com. The information contained on that website is not included as a part of, or incorporated by reference into, this Form 10-K. Other than an investor’s own internet access charges, the Corporation makes available free of charge through that website the Corporation’s annual report, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to these reports, as soon as reasonably practicable after these materials have been electronically filed with, or furnished to, the Securities and Exchange Commission (“SEC”).  In addition, the SEC maintains a website that contains reports, proxy and information statements, and other information regarding companies that file electronically with the SEC.  This information is available at www.sec.gov.


Lending Activities

General.  The lending activity of the Bank is predominately comprised of the origination of first mortgage loans secured by single-family residential properties to be held for sale and, to a lesser extent, to be held for investment.  The Bank also originates multi-family and commercial real estate loans and, to a lesser extent, construction, commercial business, consumer and other mortgage loans to be held for investment.  The Bank’s net loans held for investment were $902.7 million at June 30, 2018, representing 76.8% of consolidated total assets.  This compares to $904.9 million, or 75.4% of consolidated total assets, at June 30, 2017.

At June 30, 2018, the maximum amount that the Bank could have loaned to any one borrower and the borrower’s related entities under applicable regulations was $18.6 million, or 15% of the Bank’s unimpaired capital and surplus. At June 30, 2018, the Bank had no loans or group of loans to related borrowers with outstanding balances in excess of this amount.  The Bank’s five largest lending relationships at June 30, 2018 consisted of: three multi-family loans totaling $7.9 million to one group of borrowers; one commercial real estate loan totaling $6.0 million to one group of borrowers; one multi-family loan totaling $5.1 million to one group of borrowers; two single-family loans totaling $4.6 million to one group of borrowers; and one commercial real estate loan totaling $4.4 million to one group of borrowers.  The real estate collateral for these loans is located in Southern California, except for one property which is located in Northern California.  At June 30, 2018, all of these loans were performing in accordance with their repayment terms.


3



Loans Held For Investment Analysis.  The following table sets forth the composition of the Bank’s loans held for investment at the dates indicated: 
 
 
At June 30,
 
 
2018
 
2017
 
2016
 
2015
 
2014
(Dollars In Thousands)
 
Amount
Percent
 
Amount
Percent
 
Amount
Percent
 
Amount
Percent
 
Amount
Percent
 
 
 
Mortgage loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Single-family
 
$
314,808

34.64
%
 
$
322,197

35.16
%
 
$
324,497

37.93
%
 
$
365,961

44.47
%
 
$
377,824

48.43
%
Multi-family
 
476,008

52.38

 
479,959

52.37

 
415,627

48.59

 
347,020

42.17

 
301,191

38.60

Commercial real estate
 
109,726

12.07

 
97,562

10.65

 
99,528

11.63

 
100,897

12.26

 
96,781

12.40

Construction
 
7,476

0.82

 
16,009

1.75

 
14,653

1.71

 
8,191

0.99

 
2,869

0.37

Other
 
167

0.02

 


 
332

0.04

 


 


Total mortgage loans
 
908,185

99.93

 
915,727

99.93

 
854,637

99.90

 
822,069

99.89

 
778,665

99.80

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial business loans
 
500

0.06

 
576

0.06

 
636

0.08

 
666

0.08

 
1,237

0.16

Consumer loans
 
109

0.01

 
129

0.01

 
203

0.02

 
244

0.03

 
306

0.04

Total loans held for
investment, gross
 
908,794

100.00
%
 
916,432

100.00
%
 
855,476

100.00
%
 
822,979

100.00
%
 
780,208

100.00
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Undisbursed loan funds
 
(4,302
)
 

 
(9,015
)
 

 
(11,258
)
 

 
(3,360
)
 

 
(1,090
)
 

Advance payments of escrows
 
18



 
61



 
56



 
199



 
215



Deferred loan costs, net
 
5,560

 

 
5,480

 

 
4,418

 

 
3,140

 

 
2,552

 

Allowance for loan losses
 
(7,385
)
 

 
(8,039
)
 

 
(8,670
)
 

 
(8,724
)
 

 
(9,744
)
 

Total loans held for
investment, net
 
$
902,685

 

 
$
904,919

 

 
$
840,022

 

 
$
814,234

 

 
$
772,141

 


Maturity of Loans Held for Investment.  The following table sets forth information at June 30, 2018 regarding the dollar amount of principal payments becoming contractually due during the periods indicated for loans held for investment.  Demand loans, loans having no stated schedule of principal payments, loans having no stated maturity, and overdrafts are reported as becoming due within one year.  The table does not include any estimate of prepayments, which can significantly shorten the average life of loans held for investment and may cause the Bank’s actual principal payment experience to differ materially from that shown below:
(In Thousands)
Within
One Year
After
One Year
Through
3 Years
After
3 Years
Through
5 Years
After
5 Years
Through
10 Years
Beyond
10 Years
Total
 
 
Mortgage loans:
 
 
 
 
 
 
Single-family
$
15

$
1,500

$
1,858

$
4,028

$
307,407

$
314,808

Multi-family
617

723

3,169

4,075

467,424

476,008

Commercial real estate

478

8,093

83,097

18,058

109,726

Construction
5,426

2,050




7,476

Other
167





167

Commercial business loans
139

69



292

500

Consumer loans
109





109

Total loans held for investment, gross
$
6,473

$
4,820

$
13,120

$
91,200

$
793,181

$
908,794



4



The following table sets forth the dollar amount of all loans held for investment due after June 30, 2019 which have fixed and floating or adjustable interest rates:
(Dollars In Thousands)
Fixed-Rate
%(1)
Floating or
Adjustable
Rate
%(1)
 
 
 
 
 
Mortgage loans:
 
 
 
 
Single-family
$
12,526

4
%
$
302,267

96
%
Multi-family
215

%
475,176

100
%
Commercial real estate
552

1
%
109,174

99
%
Construction

%
2,050

100
%
Commercial business loans
311

86
%
50

14
%
Total loans held for investment, gross
$
13,604

2
%
$
888,717

98
%

(1) As a percentage of each category.

Scheduled contractual principal payments of loans do not reflect the actual life of such assets.  The average life of loans is generally substantially less than their contractual terms because of prepayments.  In addition, due-on-sale clauses generally give the Bank the right to declare loans immediately due and payable in the event, among other things, the borrower sells the real property that secures the loan.  The average life of mortgage loans tends to increase, however, when current market interest rates are substantially higher than the interest rates on existing loans held for investment and, conversely, decrease when the interest rates on existing loans held for investment are substantially higher than current market interest rates, as borrowers are generally less inclined to refinance their loans when market rates increase and more inclined to refinance their loans when market rates decrease.

Single-Family Mortgage Loans.  The Bank’s predominant lending activity is the origination by PBM of loans secured by first mortgages on owner-occupied, single-family (one to four units) residences in the communities where the Bank has established full service branches and loan production offices.  At June 30, 2018, total single-family loans held for investment decreased to $314.8 million, or 34.6% of the total loans held for investment, from $322.2 million, or 35.2% of the total loans held for investment, at June 30, 2017.  The slight decrease in the single-family loans in fiscal 2018 was primarily attributable to loan principal payments and real estate owned ("REO") acquired in the settlement of loans, partly offset by new loans originated for investment. During fiscal 2018, the Bank had net charge-offs of $114,000 in non-performing single-family loans, as compared to net recoveries of $308,000 during fiscal 2017. At June 30, 2018 and 2017, total non-performing single-family loans were $6.0 million and $7.7 million, net of allowances and charge-offs, respectively, and $804,000 and $1.0 million were past due 30 to 89 days, respectively.

The Bank’s residential mortgage loans are generally underwritten and documented in accordance with guidelines established by institutional loan buyers, Freddie Mac, Fannie Mae and the Federal Housing Administration (“FHA”) (collectively, “the secondary market”).  All conforming agency loans are generally underwritten and documented in accordance with the guidelines established by these secondary market purchasers, as well as the Department of Housing and Urban Development (“HUD”), FHA and the Veterans’ Administration (“VA”).  Loans are normally classified as either conforming (meeting agency criteria) or non-conforming (meeting an institutional investor’s criteria).  Non-conforming loans are typically those that exceed agency loan limits but closely mirror agency underwriting criteria. The non-conforming loans are underwritten to expanded guidelines allowing a borrower with good credit a broader range of product choices.  Given the recent market environment, PBM has expanded the production of FHA, VA, Freddie Mac and Fannie Mae loans.

The Bank has underwriting standards that require verified documentation of income and assets from borrowers and our underwriting conforms to agency mandated credit score requirements.  Generally, mortgage insurance is required on all loans exceeding 80% loan-to-value based on the lower of purchase price or appraised value.  Loan-to-value (“LTV”) is the ratio derived by dividing the original loan balance by the lower of the original appraised value or purchase price of the real estate collateral. The maximum allowable loan-to-value is 97% on a purchase transaction for conventional financing with mortgage insurance and 96.5% loan-to-value for FHA financing with mortgage insurance.  Second home purchases and rate and term refinance transactions are capped at 90% loan-to-value with mortgage insurance.  Non-owner occupied purchase and rate and term refinance transactions are capped at 80% loan-to-value while non-owner occupied refinance cash-out transactions are capped at 75% loan-to-value.  We manage our underwriting standards, loan-to-value ratios and credit standards to the currently required agency and investor policies and guidelines.  These standards may change at any time, given changes in real estate market conditions, secondary mortgage market requirements and changes to investor policies and guidelines.


5



The Bank offers closed-end, fixed-rate home equity loans that are secured by the borrower’s primary residence.  These loans do not exceed 80% of the appraised value of the residence and have terms of up to 15 years requiring monthly payments of principal and interest.  At June 30, 2018, home equity loans amounted to $14.1 million or 4.5% of single-family loans held for investment, as compared to $13.3 million or 4.1% of single-family loans held for investment at June 30, 2017.

The Bank offers adjustable rate mortgage (“ARM”) loans at rates and terms competitive with market conditions.  Substantially all of the ARM loans originated by the Bank meet the underwriting standards of the secondary market.  The Bank offers several ARM products, which adjust monthly, semi-annually, or annually after an initial fixed period ranging from one month to seven years subject to a limitation on the annual increase of one to two percentage points and an overall limitation of three to six percentage points.  The following indexes, plus a margin of 2.00% to 3.25%, are used to calculate the periodic interest rate changes; the London Interbank Offered Rate (“LIBOR”), the FHLB Eleventh District cost of funds (“COFI”), the 12-month average U.S. Treasury (“12 MAT”) or the weekly average yield on one year U.S. Treasury securities adjusted to a constant maturity of one year (“CMT”).  Loans based on the LIBOR index constitute a majority of the Bank’s loans held for investment.  The majority of the ARM loans held for investment have three or five-year fixed periods prior to the first adjustment (“3/1 or 5/1 hybrids”) and provide for fully amortizing loan payments throughout the term of the loan.  Loans of this type have embedded interest rate risk if interest rates should rise during the initial fixed rate period.

The Bank offered interest-only ARM loans in the past, which typically had a fixed interest rate for the first three to five years, followed by a periodic adjustable interest rate, coupled with an interest only payment of three to ten years, followed by a fully amortizing loan payment for the remaining term.  As of June 30, 2018 and 2017, interest-only, first trust deed, ARM loans were $1.5 million and $17.6 million, or 0.5% and 5.7%, respectively, of the single-family, first trust deed, loans held for investment.  As of June 30, 2018, none of the interest-only ARM loans begin to fully amortize in the next 12 months and $1.5 million loans begin to fully amortize between one year and five years. The reset of interest rates on ARM loans to fully-amortizing status may create a payment shock for some borrowers primarily because the majority of loans are repricing at a margin over six-month LIBOR, which may result in a higher interest rate than the borrower’s pre-adjustment interest rate.

In fiscal 2006, during the Bank’s 50th Anniversary, the Bank offered 50-year single-family ARM loans.  At June 30, 2018, the Bank had 18 loans with 50-year terms with $6.0 million outstanding, compared to 21 loans for $6.9 million at June 30, 2017.

As of June 30, 2018, the Bank had $7.8 million in negative amortization mortgage loans (a loan in which accrued interest exceeding the required monthly loan payment may be added to the loan principal), originated prior to 2008, which consisted of $5.4 million of multi-family loans, $2.3 million of single-family loans and $47,000 of commercial real estate loans.  This compares to $9.0 million at June 30, 2017, which consisted of $6.2 million of multi-family loans, $2.7 million of single-family loans and $110,000 of commercial real estate loans.  Negative amortization involves a greater risk to the Bank because the credit risk exposure increases when the loan incurs negative amortization and the value of the property serving as collateral for the loan does not increase proportionally.  Negative amortization is only permitted up to a specific level, typically up to 115% of the original loan amount, and the payment on such loans is subject to increased payments when the level is reached, adjusting periodically as provided in the loan documents and potentially resulting in a higher payment by the borrower.  The adjustment of these loans to higher payment requirements can be a substantial factor in higher delinquency levels because the borrower may not be able to make the higher payments.  Also, real estate values may decline and credit standards may tighten in concert with the higher payment requirement, making it difficult for borrowers to sell their properties or refinance their mortgages to pay off their mortgage obligation.

Borrower demand for ARM loans versus fixed-rate mortgage loans is a function of the level of interest rates, the expectations of changes in the level of interest rates and the difference between the initial interest rates and fees charged for each type of loan.  The relative amount of fixed-rate mortgage loans and ARM loans that can be originated at any time is largely determined by the demand for each product in a given interest rate and competitive environment. Given the recent market environment, the production of ARM loans was lower as compared to fixed rate mortgages.

The retention of ARM loans, rather than fixed-rate loans, helps to reduce the Bank’s exposure to changes in interest rates.  There is, however, unquantifiable credit risk resulting from the potential of increased interest charges to be paid by the borrower as a result of increases in interest rates or the expiration of interest-only periods.  It is possible that, during periods of rising interest rates, the risk of default on ARM loans may increase as a result of the increase in the required payment from the borrower.  Furthermore, the risk of default may increase because ARM loans originated by the Bank occasionally provide, as a marketing incentive, for initial rates of interest below those rates that would apply if the adjustment index plus the applicable margin were initially used for pricing.  Because of these characteristics, ARM loans are subject to increased risks of default or delinquency.  Additionally, while ARM loans allow the Bank to decrease the sensitivity of its assets as a result of changes in interest rates, the extent of this interest sensitivity is limited by the periodic and lifetime interest rate adjustment limits. Furthermore, because loan indexes may not respond perfectly to changes in market interest rates, upward adjustments on loans may occur more slowly than increases in the Bank’s cost of interest-bearing liabilities, especially during periods of rapidly increasing interest

6



rates.  Because of these characteristics, the Bank has no assurance that yields on ARM loans will be sufficient to offset increases in the Bank’s cost of funds.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires lenders to make a reasonable, good faith determination of a borrower’s ability to repay any consumer closed-end credit transaction secured by a dwelling and to limit prepayment penalties. Increased risks of legal challenge, private right of action and regulatory enforcement actions result from these rules. The Bank originates an immaterial number of loans that do not meet the definition of a “qualified mortgage” (“QM”). To mitigate the risks involved with non-QM loans, the Bank has implemented systems, processes, procedural and product changes, and maintains its underwriting standards, to ensure that the “ability-to-repay” requirements of the new rules are adequately addressed.

The following table describes certain credit risk characteristics of the Bank’s single-family, first trust deed, mortgage loans held for investment as of June 30, 2018:
(Dollars In Thousands)
Outstanding
Balance (1)
Weighted-Average
FICO(2)
Weighted-Average
LTV
Weighted-Average
Seasoning(3)
Interest only
$
1,500

619
75%
0.46 years
Stated income(4)
$
71,990

730
60%
12.55 years
FICO less than or equal to 660
$
7,570

638
64%
7.95 years
Over 30-year amortization
$
8,941

728
63%
12.82 years

(1) 
The outstanding balance presented on this table may overlap more than one category.  Of the outstanding balance, none of the “interest only,” $3.7 million of “stated income,” $0.3 million of “FICO less than or equal to 660,” and $0.6 million of “over 30-year amortization” balances were non-performing.
(2) 
The FICO score represents the creditworthiness of a borrower based on the borrower’s credit history, as reported by an independent third party.  A higher FICO score indicates a greater degree of creditworthiness.  Bank regulators have issued guidance stating that a FICO score of 660 and below is indicative of a “subprime” borrower.
(3) 
Seasoning describes the number of years since the funding date of the loan.
(4) 
Stated income is defined as a loan to a borrower whose stated income on his/her loan application was not subject to verification during the loan origination process.
 
 
 
 

The following table summarizes the interest rate reset (repricing) schedule of the Bank’s stated income single-family, first trust deed, mortgage loans held for investment, including the percentage of those which are identified as non-performing or 30 – 89 days delinquent as of June 30, 2018:
 
(Dollars In Thousands)
 
Balance (1)
 
Non-Performing(1)
30 - 89 Days
Delinquent(1)
Interest rate reset in the next 12 months
$
71,262

4%
—%
Interest rate reset between 1 year and 5 years

—%
—%
Interest rate reset after 5 years
728

100%
—%
Total
$
71,990

5%
—%

(1) As a percentage of each category.

A decline in real estate values subsequent to the time of origination of 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 Bank’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 other natural disasters particular to California where substantially all of our real estate collateral is located.  If real estate values decline from the levels at the time of loan origination, the value of our real estate collateral securing the loans could be significantly reduced.  The Bank’s ability to recover on defaulted loans by foreclosing and selling the real estate collateral would then be diminished and it would be more likely to suffer losses on defaulted loans.  Additionally, the Bank does not periodically update the LTV ratios on its loans held for investment by obtaining new appraisals or broker price opinions unless a specific loan has demonstrated deterioration or the Bank receives a loan modification request from a borrower.  Therefore, it is reasonable to assume that the LTV ratios disclosed in the following table may be overstated or understated in comparison to the current LTV ratios as a result of the year of origination, the

7



subsequent general decline in real estate values that may have occurred prior to 2012 to the extent not fully recovered and the specific location of the individual properties. The Bank cannot quantify the current LTV ratios on its loans held for investment or quantify the impact of the increase or decline in real estate values to the original LTV ratios on its loans held for investment by loan type, geography, or other subsets.

The following table provides a detailed breakdown of the Bank’s single-family, first trust deed, mortgage loans held for investment by the calendar year of origination and geographic location as of June 30, 2018:
 
Calendar Year of  Origination
 
 
(Dollars In Thousands)
 
2010 &
Prior
 

2011
 

2012
 

2013
 

2014
 

2015
 

2016
 

2017
YTD
June 30,
2018
 
 
Total
Loan balance
$
121,888

$
750

$
2,177

$
2,367

$
7,664

$
10,610

$
32,865

$
75,240

$
46,815

$
300,376

Weighted average LTV(1)
60
%
60
%
51
%
44
%
68
%
68
%
65
%
73
%
71
%
66
%
Weighted average age (in years)
12.63

6.83

5.83

4.99

3.86

3.08

1.95

1.11

0.21

5.95

Weighted average FICO(2)
730

725

757

753

759

741

743

734

739

735

Number of loans
429

3

12

21

21

16

62

114

74

752

 
 
 
 
 
 
 
 
 
 
 
Geographic breakdown (%):
 

 

 

 

 

 

 

 

 

 

Inland Empire
37
%
46
%
15
%
44
%
42
%
21
%
30
%
33
%
42
%
35
%
Southern California (other than Inland Empire)
52
%
54
%
51
%
25
%
36
%
48
%
35
%
47
%
53
%
49
%
Other California
10
%
%
34
%
31
%
22
%
31
%
35
%
20
%
5
%
16
%
Other states
1
%
%
%
%
%
%
%
%
%
%
 
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
..
(1) 
LTV is the ratio derived by dividing the current loan balance by the lower of the original appraised value or purchase price of the real estate collateral at the time of loan origination.
(2) 
At time of loan origination.

Multi-Family and Commercial Real Estate Mortgage Loans.  At June 30, 2018, multi-family mortgage loans were $476.0 million and commercial real estate loans were $109.7 million, or 52.4% and 12.1%, respectively, of loans held for investment.  This compares to multi-family mortgage loans of $480.0 million and commercial real estate loans of $97.6 million, or 52.3% and 10.7%, respectively, of loans held for investment at June 30, 2017.  Consistent with its strategy to diversify the composition of loans held for investment, the Bank has made the origination and purchase of multi-family and commercial real estate loans a priority.  During fiscal 2018 the Bank originated $91.1 million and purchased $13.5 million of multi-family and commercial real estate loans, all of which were underwritten in accordance with the Bank’s origination guidelines.  This compares to loan originations of $99.5 million and loan purchases of $42.2 million during fiscal 2017.  At June 30, 2018, the Bank had 668 multi-family and 144 commercial real estate loans in loans held for investment.

Multi-family mortgage loans originated by the Bank are predominately adjustable rate loans, including 1/1, 3/1, 5/1 and 7/1 hybrids, with a term to maturity of 10 to 30 years and a 25 to 30 year amortization schedule.  Commercial real estate loans originated by the Bank are also predominately adjustable rate loans, including 1/1, 3/1, 5/1 and 7/1 hybrids, with a term to maturity of 10 years and a 25 year amortization schedule.  Rates on multi-family and commercial real estate ARM loans generally adjust monthly, quarterly, semi-annually or annually at a specific margin over the respective interest rate index, subject to period interest rate caps and life-of-loan interest rate caps.  At June 30, 2018, $431.7 million, or 90.7%, of the Bank’s multi-family loans were secured by five to 36 unit projects.  The Bank’s commercial real estate loan portfolio generally consists of loans secured by small office buildings, light industrial centers, warehouses and small retail centers.  Properties securing multi-family and commercial real estate loans are primarily located in Alameda, Los Angeles, Orange, Riverside, San Bernardino, San Diego, San Francisco and Santa Clara counties.  The Bank originates multi-family and commercial real estate loans in amounts typically ranging from $350,000 to $6.0 million.  At June 30, 2018, the Bank had 60 commercial real estate and multi-family loans with principal balances greater than $1.5 million totaling $145.4 million.  The Bank obtains appraisals on all properties that secure multi-family and commercial real estate loans.  Underwriting of multi-family and commercial real estate loans includes, among other considerations, a thorough analysis of the cash flows generated by the property to support the debt service and the financial resources, experience and the income level of the borrowers and guarantors.

8




Multi-family and commercial real estate loans afford the Bank an opportunity to price the loans with higher interest rates than those generally available from single-family mortgage loans.  However, loans secured by such properties are generally greater in amount, more difficult to evaluate and monitor and are more susceptible to default as a result of general economic conditions and, therefore, involve a greater degree of risk than single-family residential mortgage loans.  Because payments on loans secured by multi-family and commercial real estate properties are often dependent on the successful operation and management of the properties, repayment of such loans may be impacted by adverse conditions in the real estate market or the economy.  During fiscal 2018, the Bank had no charge-offs or recoveries of non-performing multi-family and commercial real estate loans, as compared to net recoveries of $18,000 during fiscal 2017. At June 30, 2018 and 2017, total non-performing multi-family and commercial real estate loans were $0 and $201,000, net of allowances and charge-offs respectively, and none were past due 30 to 89 days.  Non-performing loans and/or delinquent loans may increase if there is a general decline in California real estate markets and in the event poor general economic conditions prevail.

The following table summarizes the interest rate reset or maturity schedule of the Bank’s multi-family loans held for investment, including the percentage of those which are identified as non-performing, 30 – 89 days delinquent or not fully amortizing as of June 30, 2018:

 
 
(Dollars In Thousands)
 
 
Balance
 
Non-
Performing(1)
30 - 89 Days
Delinquent(1)
Percentage
Not Fully
Amortizing(1)
Interest rate reset or mature in the next 12 months
$
139,430

—%
—%
5%
Interest rate reset or mature between 1 year and 5 years
324,804

—%
—%
3%
Interest rate reset or mature after 5 years
11,774

—%
—%
—%
Total
$
476,008

—%
—%
3%

(1) 
As a percentage of each category.

The following table summarizes the interest rate reset or maturity schedule of the Bank’s commercial real estate loans held for investment, including the percentage of those which are identified as non-performing, 30 – 89 days delinquent or not fully amortizing as of June 30, 2018:

 
 
(Dollars In Thousands)
 
 
Balance
 
Non-
Performing(1)
30 - 89 Days
Delinquent(1)
Percentage
Not Fully
Amortizing(1)
Interest rate reset or mature in the next 12 months
$
30,771

—%
—%
73%
Interest rate reset or mature between 1 year and 5 years
78,955

—%
—%
89%
Interest rate reset or mature after 5 years

—%
—%
—%
Total
$
109,726

—%
—%
85%

(1) 
As a percentage of each category.


9



The following table provides a detailed breakdown of the Bank’s multi-family mortgage loans held for investment by the calendar year of origination and geographic location as of June 30, 2018: 
 
Calendar Year of  Origination
 
 
(Dollars In Thousands)
 
2010 &
Prior
 

2011
 

2012
 

2013
 

2014
 

2015
 

2016
 

2017
YTD
June 30,
2018
 
 
Total
Loan balance
$
17,839

$
4,608

$
11,156

$
48,417

$
67,708

$
73,885

$
121,016

$
76,417

$
54,962

$
476,008

Weighted average LTV(1)
40
%
48
%
49
%
52
%
52
%
52
%
48
%
50
%
47
%
49
%
Weighted average debt coverage ratio (2)
1.64x

1.68x
1.87x
1.72x
1.65x

1.66x

1.66x

1.67x

1.56x

1.66x

Weighted average age (in years)
13.39

6.77

5.79

4.89

3.95

2.96

1.99

1.06

0.21

2.92

Weighted average FICO(2)
707

754

748

772

767

756

762

752

756

757

Number of loans
44

7

15

75

85

117

144

121

60

668

 
 
 
 
 
 
 
 
 
 
 
Geographic breakdown (%):
 

 

 

 

 

 

 

 

 

 

Inland Empire
32
%
%
2
%
38
%
13
%
18
%
10
%
17
%
10
%
16
%
Southern California
(Other than Inland Empire)
47
%
78
%
70
%
44
%
56
%
60
%
63
%
64
%
70
%
60
%
Other California
6
%
22
%
28
%
18
%
31
%
22
%
27
%
19
%
20
%
23
%
Other states
15
%
%
%
%
%
%
%
%
%
1
%
 
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%

(1) 
LTV is the ratio derived by dividing the current loan balance by the lower of the original appraised value or purchase price of the real estate collateral at the time of loan origination.
(2) 
FICO of borrowers and/or guarantors at time of loan origination.


10



The following table provides a detailed breakdown of the Bank’s commercial real estate mortgage loans held for investment by the calendar year of origination and geographic location as of June 30, 2018:
 
 
Calendar Year of  Origination
 
 
(Dollars In Thousands)
 
2010 &
Prior
 

2011
 

2012
 

2013
 

2014
 

2015
 

2016
 

2017
YTD
June 30,
2018
 
 
Total(3)(4)
Loan balance
$
647

$

$
9,984

$
10,437

$
20,374

$
19,757

$
17,087

$
19,708

$
11,732

$
109,726

Weighted average LTV(1)
34
%
%
44
%
47
%
44
%
40
%
49
%
43
%
42
%
44
%
Weighted average debt coverage ratio (2)
1.38x


1.97x
1.60x

1.93x

1.80x

1.58x

1.82x

1.52x

1.76x

Weighted average age (in years)
10.97


5.76

4.94

3.89

2.94

2.11

0.86

0.25

2.82

Weighted average FICO(2)
712


741

761

753

757

760

773

752

758

Number of loans
5


8

17

24

25

23

23

19

144

 
 
 
 
 
 
 
 
 
 
 
Geographic breakdown (%):
 

 

 

 

 

 

 

 

 

 

Inland Empire
67
%
%
75
%
22
%
38
%
31
%
11
%
26
%
10
%
29
%
Southern California (other
  than Inland Empire)
33
%
%
25
%
52
%
42
%
32
%
62
%
52
%
35
%
44
%
Other California
%
%
%
26
%
20
%
37
%
27
%
22
%
55
%
27
%
Other states
%
%
%
%
%
%
%
%
%
%
 
100
%
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%
100
%

(1) 
LTV is the ratio derived by dividing the current loan balance by the lower of the original appraised value or purchase price of the real estate collateral at the time of loan origination.
(2) 
FICO of borrowers and/or guarantors at time of loan origination.
(3) 
Comprised of the following: $44.7 million in mixed use; $17.4 million in retail; $15.3 million in office; $11.0 million in mobile home park; $8.0 million in warehouse; $5.3 million in medical/dental office; $2.9 million in mini-storage; $2.0 million in restaurant/fast food; $1.6 million in automotive - non gasoline; and $1.5 million in light industrial/manufacturing.
(4) 
Consists of $104.0 million or 94.8% in investment properties and $5.7 million or 5.2% in owner occupied properties.

Construction Mortgage Loans.  The Bank originates from time to time two types of construction loans: short-term construction loans and construction/permanent loans.  During fiscal 2018 and 2017, the Bank originated a total of $4.7 million and $12.1 million of construction loans, respectively. As of June 30, 2018 and 2017, the Bank had only short-term construction loans totaling $7.5 million and $16.0 million, respectively, of which $4.3 million and $9.0 million, respectively, was undisbursed.  
 
 
 
 
 
 
Short-term construction loans include three types of loans: custom construction, tract construction, and speculative construction. Additionally, from time to time, the Bank makes short-term (18 to 36 month) lot loans to facilitate land acquisition prior to the start of construction. For additional information on lot loans, see “Other Mortgage Loans” below. The Bank provides construction financing for single-family, multi-family and commercial real estate properties. Custom construction loans are made to individuals who, at the time of application, have a contract executed with a builder to construct their residence. Custom construction loans are generally originated for a term of 12 months, with fixed interest rates at the prime lending rate plus a margin and with loan-to-value ratios of up to 75% of the appraised value of the completed property. The owner secures long-term permanent financing at the completion of construction.
  
The Bank makes tract construction loans to subdivision builders. These subdivisions are usually financed and built in phases. A thorough analysis of market trends and demand within the area are reviewed for feasibility. Tract construction may include the building and financing of model homes under a separate loan. The terms for tract construction loans are generally 12 months with interest rates fixed at a margin above the prime lending rate. At June 30, 2018, there were no tract construction loans.

Speculative construction loans are made to home builders and are termed “speculative” because the home builder does not have, at the time of loan origination, a signed sale contract with a home buyer who has a commitment for permanent financing with either the Bank or another lender for the finished home. The home buyer may be identified during or after the construction period. The builder may be required to debt service the speculative construction loan for a significant period of time after the completion of construction until the homebuyer is identified. At June 30, 2018, there were two single-family speculative construction loans

11



of $1.1 million with $122,000 of undisbursed funds.

Construction/permanent loans automatically roll from the construction to the permanent phase. The construction phase of a construction/permanent loan generally lasts nine to 12 months and the interest rate charged is generally fixed at a margin above prime rate and with a loan-to-value ratio of up to 75% of the appraised value of the completed property. At June 30, 2018 and 2017, there were no construction/permanent loans.
 
Construction loans under $1.0 million are approved by Bank personnel specifically designated to approve construction loans. The Bank’s Loan Committee, comprised of the Chief Executive Officer, Chief Lending Officer, Chief Financial Officer and Vice President - Loan Administration, approves all construction loans over $1.0 million. Prior to approval of any construction loan, an independent fee appraiser inspects the site and the Bank reviews the existing or proposed improvements, identifies the market for the proposed project, and analyzes the pro-forma data and assumptions on the project. In the case of a tract or speculative construction loan, the Bank reviews the experience and expertise of the builder. The Bank obtains credit reports, financial statements and tax returns on the borrowers and guarantors, an independent appraisal of the project, and any other expert report necessary to evaluate the proposed project. In the event of cost overruns, the Bank requires the borrower to deposit their own funds into a loan-in-process account, which the Bank disburses consistent with the completion of the subject property pursuant to a revised disbursement schedule.

The construction loan documents require that construction loan proceeds be disbursed in increments as construction progresses. Disbursements are based on periodic on-site inspections by independent inspectors and Bank personnel. At inception, the Bank also requires borrowers to deposit funds into the loan-in-process account covering the difference between the actual cost of construction and the loan amount. The Bank regularly monitors the construction loan portfolio, economic conditions and housing inventory. The Bank’s property inspectors perform periodic inspections. The Bank believes that the internal monitoring system helps reduce many of the risks inherent in its construction loans.

Construction loans afford the Bank the opportunity to achieve higher interest rates and fees with shorter terms to maturity than its single-family mortgage loans. Construction loans, however, are generally considered to involve a higher degree of risk than single-family mortgage loans because of the inherent difficulty in estimating both a property’s value at completion of the project and the cost of the project. The nature of these loans is such that they are generally more difficult to evaluate and monitor. If the estimate of construction costs proves to be inaccurate, the Bank may be required to advance funds beyond the amount originally committed to permit completion of the project. If the estimate of value upon completion proves to be inaccurate, the Bank may be confronted with a project whose value is insufficient to assure full repayment. Projects may also be jeopardized by disagreements between borrowers and builders and by the failure of builders to pay subcontractors. Loans to builders to construct homes for which no purchaser has been identified carry additional risk because the payoff for the loan depends on the builder’s ability to sell the property prior to the time that the construction loan matures. The Bank has sought to address these risks by adhering to strict underwriting policies, disbursement procedures and monitoring practices. In addition, because the Bank’s construction lending is in its primary market area, changes in the local or regional economy and real estate market could adversely affect the Bank’s construction loans held for investment. During fiscal 2018 and 2017, the Bank had no charge-offs or recoveries on construction loans.

Participation Loan Purchases and Sales.  In an effort to expand production and diversify risk, the Bank purchases loans and loan participations, with collateral primarily in California, which allows for greater geographic distribution outside of the Bank’s primary lending areas.  The Bank generally purchases between 50% and 100% of the total loan amount. When the Bank purchases a participation loan, the lead lender will usually retain a servicing fee, thereby decreasing the loan yield.  This servicing fee approximates the expense the Bank would incur if the Bank were to service the loan.  All properties serving as collateral for loan participations are inspected by an employee of the Bank or a third party inspection service prior to being approved by the Loan Committee and the Bank relies upon the same underwriting criteria required for those loans originated by the Bank.  The Bank purchased $13.5 million of loans to be held for investment (primarily multi-family loans) in fiscal 2018, compared to $61.7 million of purchased loans to be held for investment (primarily multi-family loans) in fiscal 2017. As of June 30, 2018, total loans serviced by other financial institutions were $20.5 million, as compared to $23.3 million at June 30, 2017.  As of June 30, 2018, all loans serviced by others were performing according to their contractual payment terms.

The Bank also sells participating interests in loans when it has been determined that it is beneficial to diversify the Bank’s risk.  Participation sales enable the Bank to maintain acceptable loan concentrations and comply with the Bank’s loans to one borrower policy.  Generally, selling a participating interest in a loan increases the yield to the Bank on the portion of the loan that is retained.  The Bank did not sell any participation loans in fiscal 2018, compared to fiscal 2017 when the Bank sold one $2.6 million construction loan participation.


12



Commercial Business Loans.  The Bank has a Business Banking Department that primarily serves businesses located within the Inland Empire.  Commercial business loans allow the Bank to diversify its lending and increase the average loan yield.  As of June 30, 2018, commercial business loans were $500,000, or 0.1% of loans held for investment, a decrease of $76,000, or 13%, during fiscal 2018 from $576,000, or 0.1% of loans held for investment at June 30, 2017.  These loans represent secured and unsecured lines of credit and term loans secured by business assets.

Commercial business loans are generally made to customers who are well known to the Bank and are generally secured by accounts receivable, inventory, business equipment and/or other assets.  The Bank’s commercial business loans may be structured as term loans or as lines of credit.  Lines of credit are made at variable rates of interest equal to a negotiated margin above the prime rate and term loans are at a fixed or variable rate.  The Bank may also require personal guarantees from financially capable parties associated with the business based on a review of personal financial statements.  Commercial business term loans are generally made to finance the purchase of assets and have maturities of five years or less.  Commercial lines of credit are typically made for the purpose of providing working capital and are usually approved with a term of one year or less.

Commercial business loans involve greater risk than residential mortgage loans and involve risks that are different from those associated with residential and commercial real estate loans.  Real estate loans are generally considered to be collateral based lending with loan amounts based on predetermined loan to collateral value and liquidation of the underlying real estate collateral is viewed as the primary source of repayment in the event of borrower default.  Although commercial business loans are often collateralized by equipment, inventory, accounts receivable or other business assets including real estate, the liquidation of collateral in the event of a borrower default is often an insufficient source of repayment because accounts receivable may not be collectible and inventories and equipment may be obsolete or of limited use.  Accordingly, the repayment of a commercial business loan depends primarily on the creditworthiness of the borrower (and any guarantors), while liquidation of collateral is secondary and oftentimes an insufficient source of repayment.  At June 30, 2018 and 2017, the Bank had $64,000 and $65,000 of non-performing commercial business loans, respectively, net of allowances and charge-offs.  During fiscal 2018, the Bank had no charge-offs or recoveries on commercial business loans, as compared to a $75,000 net recovery during fiscal 2017.

Consumer Loans.  At June 30, 2018 and 2017, the Bank’s consumer loans were $109,000 and $129,000, respectively, or less than 0.1% of the Bank’s loans held for investment at these dates.  The Bank offers open-ended lines of credit on either a secured or unsecured basis.  The Bank offers secured savings lines of credit which have an interest rate that is four percentage points above the COFI, which adjusts monthly.  Secured savings lines of credit at June 30, 2018 and 2017 were $3,000 and $18,000, respectively.

Consumer loans potentially have a greater risk than residential mortgage loans, particularly in the case of loans that are unsecured.  Consumer loan collections are dependent on the borrower’s ongoing financial stability, and thus are more likely to be adversely affected by job loss, illness or personal bankruptcy.  Furthermore, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount that can be recovered on such loans.  The Bank had no consumer loans at June 30, 2018 and June 30, 2017. During fiscal 2018, the Bank had $4,000 of net charge-offs on consumer loans, as compared to net recoveries of $10,000 during fiscal 2017.


Mortgage Banking Activities

General.  Mortgage banking involves the origination and sale of single-family mortgages (first and second trust deeds), including equity lines of credit, by PBM for the purpose of generating gains on sale of loans and fee income on the origination of loans.  PBM also originates single-family loans to be held for investment.  Due to the recent economic and real estate conditions and consistent with the Bank’s short-term strategy, PBM has been primarily originating loans and, to a lesser extent, purchasing loans for sale to investors.  Given current pricing in the mortgage markets, the Bank sells the majority of its loans on a servicing-released basis.  Generally, the level of loan sale activity and, therefore, its contribution to the Bank’s profitability depends on maintaining a sufficient volume of loan originations.  Changes in the level of interest rates and the California economy affect the number of loans originated by PBM and, thus, the amount of loan sales, gain on sale of loans, net interest income and loan fees earned.  The origination and purchase of loans, primarily fixed rate loans, was $1.27 billion, $1.99 billion and $2.00 billion during fiscal 2018, 2017 and 2016, respectively, including $85.1 million, $76.5 million and $36.6 million, respectively, of loans originated and purchased for investment.  The total loan origination volume in fiscal 2018 was 36% lower than fiscal 2017, primarily due to higher mortgage interest rates which resulted in decreased in refinance activity and loans originated for home purchases.

Loan Solicitation and Processing.  The Bank’s mortgage banking operations consist of both wholesale and retail loan originations.  The Bank’s wholesale loan production utilizes a network of approximately 562 loan brokers approved by the Bank who originate and submit loans at a markup over the Bank’s daily published price.  Accepted loans are funded and sold by the Bank.  Wholesale loans originated and purchased for sale in fiscal 2018, 2017 and 2016 were $506.5 million, $915.9 million and

13



$940.6 million, respectively.  PBM has two regional wholesale lending offices: one in Pleasanton and one in Rancho Cucamonga, California, housing wholesale originators, underwriters and processors.

PBM’s retail loan production operations utilize loan officers, underwriters and processors.  PBM’s loan officers generate retail loan originations primarily through referrals from realtors, builders, employees and customers.  As of June 30, 2018, PBM operated nine stand-alone retail loan production offices in Atascadero, Brea, Escondido, Glendora, Rancho Cucamonga, Riverside (3) and Roseville, California.  Generally, the cost of retail operations exceeds the cost of wholesale operations as a result of the additional employees needed for retail operations.  The revenue per mortgage for retail originations is, however, generally higher since the origination fees are retained by the Bank instead of the wholesale loan broker.  Retail loans originated and purchased for sale in fiscal 2018, 2017 and 2016 were $679.5 million, $997.1 million and $1.02 billion, respectively.

The Bank requires evidence of marketable title, lien position, loan-to-value, title insurance and appraisals on all properties.  The Bank also requires evidence of fire and casualty insurance on the value of improvements.  As stipulated by federal regulations, the Bank requires flood insurance to protect the property securing its interest if such property is located in a designated flood area.

Loan Commitments and Rate Locks.  The Bank issues commitments for residential mortgage loans conditioned upon the occurrence of certain events.  Such commitments are made with specified terms and conditions.  Interest rate locks are generally offered to prospective borrowers for up to a 60-day period.  The borrower may lock in the rate at any time from application until the time they wish to close the loan.  Occasionally, borrowers obtaining financing in new home developments are offered rate locks for up to 120 days from application.  The Bank’s outstanding commitments to originate loans to be held for sale at June 30, 2018 and 2017 were $56.9 million and $92.7 million, respectively. For additional information, see Note 15 of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K.  When the Bank issues a loan commitment to a borrower, there is a risk to the Bank that a rise in interest rates will reduce the value of the mortgage before it can be closed and sold.  To control the interest rate risk caused by mortgage banking activities, the Bank uses loan sale commitments and over-the-counter put and call option contracts related to mortgage-backed securities.  If the Bank is unable to reasonably predict the amount of loan commitments which may not fund (fallout), the Bank may enter into “best-efforts” loan sale commitments. For additional information, see “Derivative Activities” below.

Loan Origination and Other Fees.  The Bank may receive origination points and loan fees.  Origination points are a percentage of the principal amount of the mortgage loan, which is charged to a borrower for funding a loan.  The amount of points charged by the Bank ranges from 0% to 2.5%.  Current accounting standards require points and fees received for originating loans held for investment (net of certain loan origination costs) to be deferred and amortized into interest income over the contractual life of the loan.  Origination costs and fees for loans held for sale and loans held for investment recorded at fair value are recognized in non-interest income under gain (loss) on sale of loans, net, as incurred and not deferred. At June 30, 2018 and 2017, the Bank had $5.6 million and $5.5 million of unamortized deferred loan origination costs (net) in loans held for investment, respectively.

Loan Originations, Sales and Purchases.   The Bank’s mortgage originations include loans insured by the FHA and VA as well as conventional loans.  Except for loans originated as held for investment, loans originated through mortgage banking activities are intended for eventual sale into the secondary market.  As such, these loans must meet the origination and underwriting criteria established by secondary market investors.  The Bank sells a large percentage of the mortgage loans that it originates as whole loans to investors.  The Bank also sells conforming whole loans to Fannie Mae and Freddie Mac. For additional information, see “Derivative Activities” on the following pages.


14



The following table shows the Bank’s loan originations, purchases, sales and principal repayments during the periods indicated:
 
Year Ended June 30,
(In Thousands)
2018
2017
2016
 
 
Loans originated and purchased for sale:
 
 
 
Retail originations
$
679,504

$
997,142

$
1,022,296

Wholesale originations
506,492

915,896

940,573

Total loans originated and purchased for sale(1)
1,185,996

1,913,038

1,962,869

 
 
 
 
Loans sold:
 
 
 
Servicing released
(1,174,618
)
(1,935,349
)
(1,948,423
)
Servicing retained
(27,566
)
(38,250
)
(45,798
)
Total loans sold(2)
(1,202,184
)
(1,973,599
)
(1,994,221
)
 
 
 
 
Loans originated for investment:
 
 
 
Mortgage loans:
 
 
 
Single-family
90,434

80,280

39,177

Multi-family
66,355

87,511

91,988

Commercial real estate
24,749

11,989

24,061

Construction
4,667

12,123

14,654

Other
167


332

Commercial business loans

45


Consumer loans
4

1

1

Total loans originated for investment(3)
186,376

191,949

170,213

 
 
 
 
Loans purchased for investment:
 
 
 
Mortgage loans:
 
 
 
Single-family

19,516

2,233

Multi-family
12,654

42,188

41,741

Commercial real estate
868


1,950

Total loans purchased for investment(3)
13,522

61,704

45,924

 
 
 
 
Loan principal repayments
(208,503
)
(196,993
)
(187,017
)
Real estate acquired in the settlement of loans
(2,171
)
(1,845
)
(6,347
)
Increase (decrease) in other items, net(4)
4,480

(2,267
)
(890
)
Net decrease in loans held for investment and loans held for sale at fair value
$
(22,484
)
$
(8,013
)
$
(9,469
)

(1) 
Includes PBM loans originated and purchased for sale during fiscal 2018, 2017 and 2016 totaling $1.19 billion, $1.91 billion and $1.96 billion, respectively.
(2) 
Includes PBM loans sold during fiscal 2018, 2017 and 2016 totaling $1.20 billion, $1.97 billion and $1.99 billion, respectively.
(3) 
Includes PBM loans originated and purchased for investment during fiscal 2018, 2017 and 2016 totaling $85.1 million, $76.5 million, and $36.6 million, respectively.
(4) 
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.

Mortgage loans sold to investors generally are sold without recourse other than standard representations and warranties.  Generally, mortgage loans sold to Fannie Mae and Freddie Mac are sold on a non-recourse basis and foreclosure losses are generally the

15



responsibility of the purchaser and not the Bank, except in the case of FHA and VA loans used to form Government National Mortgage Association pools, which are subject to limitations on the FHA’s and VA’s loan guarantees.

Loans previously sold by the Bank to the FHLB – San Francisco under its Mortgage Partnership Finance (“MPF”) program have a recourse provision.  The FHLB – San Francisco absorbs the first four basis points of loss, and a credit scoring process is used to calculate the credit enhancement or recourse amount to the Bank once the first four basis points is exhausted.  All losses above this calculated recourse amount are the responsibility of the FHLB – San Francisco in addition to the first four basis points of loss.  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 June 30, 2018 and 2017, the Bank serviced $11.8 million and $15.1 million, respectively, of loans under this program and has established a recourse liability of $83,000 and $105,000, respectively.  In fiscal 2018, 2017 and 2016, a net (recovery) of $(11,000), $0 and $(15,000), respectively, was realized under this program.

Occasionally, the Bank is required to repurchase loans sold to Fannie Mae, Freddie Mac 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 30 days past due within 120 days of the loan funding date.  During fiscal 2018, 2017 and 2016, the Bank repurchased $602,000, $1.7 million and $1.7 million of single-family mortgage loans, respectively.  However, additional repurchase requests were settled for an aggregate of $0, $11,000 and $470,000 in fiscal 2018, 2017 and 2016, respectively, that did not result in the repurchase of the loan itself. In fiscal 2016, the Bank entered into a global settlement with one of the Bank’s legacy loan investors, which eliminated all past, current and future repurchase claims from this particular investor, in exchange for a one-time $400,000 payment.

Derivative Activities.  Mortgage banking involves the risk that a rise in interest rates will reduce the value of a mortgage before it can be sold.  This type of risk occurs when the Bank commits to an interest rate lock on a borrower’s application during the origination process and interest rates increase before the loan can be sold.  Such interest rate risk also arises when mortgages are placed in the warehouse (i.e., held for sale) without locking in an interest rate for their eventual sale to the secondary market.  The Bank seeks to control or limit the interest rate risk caused by mortgage banking activities.  The two methods used by the Bank to help reduce interest rate risk from its mortgage banking activities are loan sale commitments and the purchase of over-the-counter put and call option contracts related to mortgage-backed securities.  At various times, depending on loan origination volume and management’s assessment of projected loans which may not fund, the Bank may reduce or increase its derivative positions.  If the Bank is unable to reasonably predict the amount of loan commitments which may not fund, the Bank may enter into “best-efforts” loan sale commitments rather than “mandatory” loan sale commitments.  Mandatory loan sale commitments may include whole loan and/or To-Be-Announced MBS (“TBA MBS”) loan sale commitments.

Under mandatory loan sale commitments, usually with Fannie Mae, Freddie Mac or other investors, the Bank is obligated to sell certain dollar amounts of mortgage loans that meet specific underwriting and legal criteria before the expiration of the commitment period.  These terms include the maturity of the individual loans, the yield to the purchaser, the servicing spread to the Bank (if servicing is retained) and the maximum principal amount of the individual loans.  The mandatory loan sale commitments protect loan sale prices from interest rate fluctuations that may occur from the time the interest rate of the loan is established to the time of its sale.  The amount of and delivery date of the loan sale commitments are based upon management’s estimates as to the volume of loans that will close and the length of the origination commitments.  The mandatory loan sale commitments do not provide complete interest-rate protection, however, because of the possibility of loans which may not fund during the origination process.  Differences between the estimated volume and timing of loan originations and the actual volume and timing of loan originations can expose the Bank to significant losses.  If the Bank is unable to deliver the mortgage loans during the appropriate delivery period, the Bank may be required to pay a non-delivery fee or repurchase the commitments at current market prices.  Similarly, if the Bank has too many loans to deliver, the Bank must execute additional loan sale commitments at current market prices, which may be unfavorable to the Bank.  Generally, the Bank seeks to maintain loan sale commitments equal to the funded loans held for sale at fair value, plus those applications that the Bank has rate locked and/or committed to close, adjusted by the projected fallout.  The ultimate accuracy of such projections will directly bear upon the amount of interest rate risk incurred by the Bank.

The activities described above are managed continually as markets change; however, there can be no assurance that the Bank will be successful in its effort to eliminate the risk of interest rate fluctuations between the time origination commitments are issued and the ultimate sale of the loan.  The Bank completes a daily analysis, which reports the Bank’s interest rate risk position with respect to its loan origination and sale activities.  The Bank’s interest rate risk management activities are conducted in accordance with a written policy that has been approved by the Bank’s Board of Directors which covers objectives, functions, instruments to be used, monitoring and internal controls.  The Bank does not enter into option positions for trading or speculative purposes and

16



does not enter into option contracts that could generate a financial obligation beyond the initial premium paid.  The Bank does not apply hedge accounting to its derivative financial instruments; therefore, all changes in fair value are recorded in earnings.

At June 30, 2018, the Bank had no call or put option contracts outstanding. This compares to call option and put option contracts outstanding with a notional value of $2.0 million and $5.0 million, respectively at June 30, 2017. At June 30, 2018 and 2017, the Bank had outstanding mandatory loan sale commitments of $17.3 million and $21.8 million, respectively; outstanding TBA MBS trades of $100.5 million and $158.0 million, respectively; outstanding best-efforts loan sale commitments of $29.5 million and $17.2 million, respectively; and commitments to originate loans to be held for sale of $56.9 million and $92.7 million, respectively. For additional information, see Note 15 of the Notes to Consolidated Financial Statements contained in Item 8 of this Form 10-K.  Additionally, as of June 30, 2018 and 2017, the Bank’s loans held for sale at fair value were $96.3 million and $116.5 million, respectively, which were also covered by the loan sale commitments described above.  For fiscal 2018 and 2017, the Bank had a net loss of $2.1 million and a net loss of $3.4 million, respectively, attributable to the underlying derivative financial instruments used to mitigate the interest rate risk of its mortgage banking activities and the fair-value adjustment on loans held for sale.


Loan Servicing

The Bank receives fees from a variety of investors in return for performing the traditional services of collecting individual loan payments on loans sold by the Bank to such investors.  At June 30, 2018, the Bank was servicing $128.4 million of loans for others, an increase from $119.3 million at June 30, 2017.  The increase was primarily attributable to loans sold with servicing retained during fiscal 2018, partly offset by loan prepayments.  Loan servicing includes processing payments, accounting for loan funds and collecting and paying real estate taxes, hazard insurance and other loan-related items such as private mortgage insurance. After the Bank receives the gross mortgage payment from individual borrowers, it remits to the investor a predetermined net amount based on the loan sale agreement for that mortgage.

Servicing assets are amortized in proportion to and over the period of the estimated net servicing income and are carried at the lower of cost or fair value.  The fair value of servicing assets is determined by calculating the present value of the estimated net future cash flows consistent with contractually specified servicing fees.  The Bank periodically evaluates servicing assets for impairment, which is measured as the excess of cost over fair value.  This review is performed on a disaggregated basis, based on loan type and interest rate.  Generally, loan servicing becomes more valuable when interest rates rise (as prepayments typically decrease) and less valuable when interest rates decline (as prepayments typically increase).  In estimating fair values at June 30, 2018 and 2017, the Bank used a weighted average Constant Prepayment Rate (“CPR”) of 13.42% and 17.02%, respectively, and a weighted-average discount rate of 9.11% and 9.11%, respectively.  The required impairment reserve against servicing assets at June 30, 2018 and 2017 was $82,000 and $158,000, respectively.  In aggregate, servicing assets had a carrying value of $916,000 and a fair value of $1.0 million at June 30, 2018, compared to a carrying value of $739,000 and a fair value of $811,000 at June 30, 2017.

Rights to future income from serviced loans that exceed contractually specified servicing fees are recorded as interest-only strips.  Interest-only strips are carried at fair value, utilizing the same assumptions used to calculate the value of the underlying servicing assets, with any unrealized gain or loss, net of tax, recorded as a component of accumulated other comprehensive income (loss).  Interest-only strips had a fair value of $23,000, gross unrealized gains of $23,000 and no amortized cost at June 30, 2018, compared to a fair value of $31,000, gross unrealized gains of $31,000 and no amortized cost at June 30, 2017.


Delinquencies and Classified Assets

Delinquent Loans.  When a mortgage loan borrower fails to make a required payment when due, the Bank initiates collection procedures.  In most cases, delinquencies are cured promptly; however, if the loan remains delinquent on the 120th day for single-family loans or the 90th day for other loans, or sooner if the borrower is chronically delinquent, and after all reasonable means of obtaining the payment have been exhausted, foreclosure proceedings, according to the terms of the security instrument and applicable law, are initiated.  Interest income is reduced by the full amount of accrued and uncollected interest on such loans.


17



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 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 appraised value less the costs to sell to establish realizable value. This evaluation 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 or For the Year Ended June 30, 2018
 
 
 
Unpaid
 
 
 
Net
Average
Interest
 
 
 
Principal
Related
Recorded
 
Recorded
Recorded
Income
(In Thousands)
Balance
Charge-offs
Investment
Allowance(1)
Investment
Investment
Recognized
 
 
 
 
 
 
 
 
 
 
Mortgage loans:
 
 
 
 
 
 
 
 
Single-family:
 
 
 
 
 
 
 
 
 
With a related allowance
$
1,333

$

$
1,333

$
(185
)
$
1,148

$
871

$
51

 
 
Without a related allowance(2)
5,569

(724
)
4,845


4,845

6,767

203

 
Total single-family
6,902

(724
)
6,178

(185
)
5,993

7,638

254

 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 
 
 
 
 
 
 
 
Without a related allowance(2)





17

13

 
Total commercial real estate





17

13

 
 
 
 
 
 
 
 
 
 
Commercial business loans:
 
 
 
 
 
 
 
 
With a related allowance
70


70

(6
)
64

75

5

Total commercial business loans
70


70

(6
)
64

75

5

 
 
 
 
 
 
 
 
 
 
Total non-performing loans
$
6,972

$
(724
)
$
6,248

$
(191
)
$
6,057

$
7,730

$
272


(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.



18



 
 
 
At or For the Year Ended June 30, 2017
 
 
 
Unpaid
 
 
 
Net
Average
Interest
 
 
 
Principal
Related
Recorded
 
Recorded
Recorded
Income
(In Thousands)
Balance
Charge-offs
Investment
Allowance(1)
Investment
Investment
Recognized
 
 
 
 
 
 
 
 
 
 
Mortgage loans:
 
 
 
 
 
 
 
 
Single-family:
 
 
 
 
 
 
 
 
 
With a related allowance
$
1,821

$

$
1,821

$
(325
)
$
1,496

$
1,702

$
82

 
 
Without a related allowance(2)
7,119

(886
)
6,233


6,233

7,726

249

 
Total single-family
8,940

(886
)
8,054

(325
)
7,729

9,428

331

 
 
 
 
 
 
 
 
 
 
 
Multi-family:
 
 
 
 
 
 
 
 
 
With a related allowance





140

21

 
 
Without a related allowance(2)





312

29

 
Total multi-family





452

50

 
 
 
 
 
 
 
 
 
 
 
Commercial real estate:
 
 
 
 
 
 
 
 
 
Without a related allowance(2)
201


201


201

84

2

 
Total commercial real estate
201


201


201

84

2

 
 
 
 
 
 
 
 
 
 
Commercial business loans:
 
 
 
 
 
 
 
 
With a related allowance
80


80

(15
)
65

87

6

Total commercial business loans
80


80

(15
)
65

87

6

 
 
 
 
 
 
 
 
 
 
Total non-performing loans
$
9,221

$
(886
)
$
8,335

$
(340
)
$
7,995

$
10,051

$
389


(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.

Restructured Loans.  A troubled debt restructuring (“restructured loan”) is a loan which the Bank, for reasons related to a borrower’s financial difficulties, grants a concession to the borrower that the Bank would not otherwise consider.

The loan terms which have been modified or restructured due to a borrower’s financial difficulty, include but are not limited to:
a)  A reduction in the stated interest rate.
b)  An extension of the maturity at an interest rate below market.
c)  A reduction in the accrued interest.
d)  Extensions, deferrals, renewals and rewrites.

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 Bank.  The Bank re-underwrites the loan with the borrower’s updated financial 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.


19



The following table sets forth delinquencies in the Bank’s loans held for investment as of the dates indicated, gross of collectively and individually evaluated allowances, if any:
 
At June 30,
 
2018
 
2017
 
2016
 
30 – 89 Days
 
Non-performing
 
30 - 89 Days
 
Non-performing
 
30 - 89 Days
 
Non-performing
(Dollars In Thousands)
Number
of
Loans
Principal
Balance
of Loans
 
Number
of
 Loans
Principal
Balance
of Loans
 
Number
of
Loans
Principal
Balance
of Loans
 
Number
of
Loans
Principal
Balance
of Loans
 
Number
of
 Loans
Principal
Balance
of Loans
 
Number
of
 Loans
Principal
Balance
of Loans
 
 
Mortgage loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Single-family
1

$
804

 
21

$
6,141

 
3

$
1,035

 
27

$
8,016

 
4

$
1,644

 
35

$
10,258

Multi-family


 


 


 


 


 
2

850

Commercial real estate


 


 


 
1

201

 


 


Commercial business loans


 
1

70

 


 
1

80

 


 
1

96

Consumer loans
2

1

 


 


 


 
1


 
1


Total
3

$
805

 
22

$
6,211

 
3

$
1,035

 
29

$
8,297

 
5

$
1,644

 
39

$
11,204



20



The following table sets forth information with respect to the Bank’s non-performing assets and restructured loans, net of allowance for loan losses and fair value adjustments, at the dates indicated:
 
At June 30,
(Dollars In Thousands)
2018
2017
2016
2015
2014
 
 
 
 
 
 
Loans on non-performing status
  (excluding restructured loans):
 
 
 
 
 
Mortgage loans:
 
 
 
 
 
Single-family
$
2,665

$
4,668

$
6,292

$
7,010

$
7,442

Multi-family


709

653

1,333

Commercial real estate

201


680

1,552

Total
2,665

4,869

7,001

8,343

10,327

 
 
 
 
 
 
Accruing loans past due 90 days or
more





 
 
 
 
 
 
Restructured loans on non-performing status:
 
 
 
 
 
Mortgage loans:
 
 
 
 
 
Single-family
3,328

3,061

3,232

2,902

2,957

Multi-family



1,593

1,760

Commercial real estate



1,019

800

Commercial business loans
64

65

76

89

92

Total
3,392

3,126

3,308

5,603

5,609

 
 
 
 
 
 
Total non-performing loans
6,057

7,995

10,309

13,946

15,936

 
 
 
 
 
 
Real estate owned, net
906

1,615

2,706

2,398

2,467

Total non-performing assets
$
6,963

$
9,610

$
13,015

$
16,344

$
18,403

 
 
 
 
 
 
Non-performing loans as a percentage of loans held for investment, net
0.67
%
0.88
%
1.23
%
1.71
%
2.06
%
 
 
 
 
 
 
Non-performing loans as a percentage
of total assets
0.52
%
0.67
%
0.88
%
1.19
%
1.44
%
 
 
 
 
 
 
Non-performing assets as a percentage
of total assets
0.59
%
0.80
%
1.11
%
1.39
%
1.66
%

The following table describes the non-performing loans, net of allowance for loan losses and fair value adjustments, by the calendar year of origination as of June 30, 2018: 
 
Calendar Year of  Origination
 
 
(Dollars In Thousands)
 
2010 &
Prior
 

2011
 

2012
 

2013
 

2014
 

2015
 

2016
 

2017
YTD
June 30,
2018
 
 
Total
Mortgage loans:
 
 
 
 
 
 
 
 
 
 
Single-family
$
5,906

$

$
87

$

$

$

$

$

$

$
5,993

Commercial business loans
64









64

Total
$
5,970

$

$
87

$

$

$

$

$

$

$
6,057



21



The following table describes the non-performing loans, net of allowance for loan losses and fair value adjustments, by the geographic location as of June 30, 2018:
 
(Dollars In Thousands)
 
Inland Empire
Southern
California(1)
Other
California(2)
 
Other States
 
Total
Mortgage loans:
 
 
 
 
 
Single-family
$
1,824

$
3,038

$
1,131

$

$
5,993

Commercial business loans
64




64

Total
$
1,888

$
3,038

$
1,131

$

$
6,057


(1) 
Other than the Inland Empire.
(2) 
Other than the Inland Empire and Southern California.

The following table summarizes classified assets, which is comprised of classified loans, net of allowance for loan losses, and REO at the dates indicated:
 
At June 30, 2018
 
At June 30, 2017
(Dollars In Thousands)
Balance  
Count
 
Balance
Count
 
 
 
 
 
 
Special mention loans:
 
 
 
 
 
Mortgage loans:
 
 
 
 
 
Single-family
$
2,584

8

 
$
3,443

9

Multi-family
3,947

3

 
272

1

Commercial real estate
940

1

 


Total special mention loans
7,471

12

 
3,715

10

 
 
 
 
 
 
Substandard loans:
 
 
 
 
 
Mortgage loans:
 
 
 
 
 
Single-family
7,391

24

 
7,729

29

Commercial real estate


 
201

1

Commercial business loans
64

1

 
65

1

Total substandard loans
7,455

25

 
7,995

31

 
 
 
 
 
 
Total classified loans
14,926

37

 
11,710

41

 
 
 
 
 
 
Real estate owned:
 
 
 
 
 
Single-family
906

2

 
1,615

2

Total real estate owned
906

2

 
1,615

2

 
 
 
 
 
 
Total classified assets
$
15,832

39

 
$
13,325

43


The Bank assesses loans individually and classifies the loans as substandard non-performing when the accrual of interest has been discontinued, loans have been restructured or management has serious doubts about the future collectibility of principal and interest, even though the loans are currently performing.  Factors considered in determining classification include, but are not limited to, expected future cash flows, collateral value, the financial condition of the borrower and current economic conditions. The Bank measures each non-performing loan based on Accounting Standards Codification (“ASC”) 310, “Receivables,” establishes a collectively evaluated or individually evaluated allowance and charges off those loans or portions of loans deemed uncollectible.

For the fiscal year ended June 30, 2018, there were two loans that were newly modified from their original terms, re-underwritten or identified as a restructured loan, two loans (previously modified) were downgraded, while two loans were upgraded to the pass category and one loan was converted to REO.  For the fiscal year ended 2017, there were no loans that were newly modified from

22



their original terms, re-underwritten or identified as a restructured loan, while three loans were converted to REO.  Additionally, during the fiscal year ended June 30, 2018, there was no restructured loan whose modification was extended beyond the initial maturity of the modification; while during the fiscal year ended June 30, 2017, one restructured loan with a total balance of $85,000 had its modification extended beyond the initial maturity of the modification. As of June 30, 2018, the outstanding balance of restructured loans was $5.2 million, comprised of 11 loans.  These restructured loans were classified as follows: one loan was classified as special mention and remains on accrual status ($389,000); one loan was classified as substandard and remains on accrual status ($1.4 million); and nine loans were classified as substandard on non-accrual status ($3.4 million).  As of June 30, 2018, 56%, or $2.9 million of the restructured loans have a current payment status, consistent with their modified terms.  The Bank upgrades restructured single-family loans to the pass category if the borrower has demonstrated satisfactory contractual payments for at least six consecutive months or 12 months for those loans that were restructured more than once and there is a reasonable assurance that the payments will continue. Once the borrower has demonstrated satisfactory contractual payments beyond 12 consecutive months, the loan is no longer categorized as a restructured loan. 

The following table shows the restructured loans by type, net of allowance for loan losses, at June 30, 2018 and 2017 :
 
 
 
At June 30, 2018
 
 
 
Unpaid
 
 
 
Net
 
 
 
Principal
Related
Recorded
 
Recorded
(In Thousands)
Balance
Charge-offs
Investment
Allowance(1)
Investment
 
 
 
 
 
 
 
 
Mortgage loans:
 
 
 
 
 
 
Single-family:
 
 
 
 
 
 
 
With a related allowance
$
2,228

$

$
2,228

$
(151
)
$
2,077

 
 
Without a related allowance(2)
3,450

(411
)
3,039


3,039

 
Total single-family
5,678

(411
)
5,267

(151
)
5,116

 
 
 
 
 
 
 
 
Commercial business loans:
 
 
 
 
 
 
With a related allowance
70


70

(6
)
64

Total commercial business loans
70


70

(6
)
64

 
 
 
 
 
 
 
 
Total restructured loans
$
5,748

$
(411
)
$
5,337

$
(157
)
$
5,180


(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.


23



 
 
 
At June 30, 2017
 
 
 
Unpaid
 
 
 
Net
 
 
 
Principal
Related
Recorded
 
Recorded
(In Thousands)
Balance
Charge-offs
Investment
Allowance(1)
Investment
 
 
 
 
 
 
 
 
Mortgage loans:
 
 
 
 
 
 
Single-family
 
 
 
 
 
 
 
With a related allowance
$
485

$

$
485

$
(97
)
$
388

 
 
Without a related allowance(2)
3,618

(439
)
3,179


3,179

 
Total single-family
4,103

(439
)
3,664

(97
)
3,567

 
 
 
 
 
 
 
 
Commercial business loans: