What changed in this filing

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Item 2. Management’s Discussion and Analysis

2020-11-06 compared with 2020-05-08 · 359 added, 570 removed, 288 unchanged (76% of the section changed)

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The Corporation is regulated by the Federal Reserve Board (“FRB”).

At March 31, 2020, the Corporation had total

assets of $1.11 billion, total deposits of $835.8 million and total stockholders’ equity of $123.2 million.

At September 30, 2020, the Corporation had

total assets of $1.18 billion, total deposits of $904.7 million and total stockholders’ equity of $124.7 million.

The Corporation has not engaged in any significant activity other than holding the stock of the Bank.

Accordingly, the information set forth

in this report, including financial statements and related data, relates primarily to the Bank and its subsidiaries.

Accordingly, the information set

forth in this report, including financial statements and related data, relates primarily to the Bank and its subsidiaries.

As used in this report, the terms “we,” “our,” “us,” and “Corporation” refer to Provident Financial Holdings, Inc.

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Loans are primarily originated and purchased in Southern and Northern California.

There are various risks inherent in the Corporation’s business including, among others, the

general business environment, interest rates, the California real estate market, the demand for loans, the prepayment of loans, the repurchase of loans previously sold to investors, the secondary

market conditions to buy and sell loans, competitive conditions, legislative and regulatory changes, fraud and other risks.

There are various risks inherent in the Corporation’s business including, among others, the general business environment, interest rates, the California

real estate market, the demand for loans, the prepayment of loans, the repurchase of loans previously sold to investors, the secondary market conditions to buy and sell loans, competitive conditions, legislative and regulatory changes, fraud and

The Corporation began to distribute quarterly cash dividends in the quarter ended September 30, 2002.

On January 28, 2020, the Corporation declared a quarterly cash dividend of $0.14 per share for

the Corporation’s shareholders of record at the close of business on February 18, 2020, which was paid on March 10, 2020.

On July 30, 2020, the Corporation declared a quarterly cash dividend of $0.14 per share for

the Corporation’s shareholders of record at the close of business on August 20, 2020, which was paid on September 10, 2020.

Future declarations or payments of dividends will be subject to the consideration of the Corporation’s Board of Directors,

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which the dividend is declared.

On April 30, 2020, the Corporation announced that the Corporation’s Board of Directors declared a quarterly cash dividend of $0.14 per share.

Shareholders of the Corporation’s common stock at the

close of business on May 21, 2020 will be entitled to receive the cash dividend.

The cash dividend will be payable on June 11, 2020.

Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to assist in understanding the financial condition and results of operations of the

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materially include, but are not limited to the following:

the effect of the novel coronavirus of 2019 (“COVID-19”) pandemic, including on the Corporation’s credit quality and business operations, as well as its impact on general economic and

financial market conditions and other uncertainties resulting from the COVID-19 pandemic, such as the extent and duration of the impact on public health, the U.S.

and global economies, and consumer and corporate customers, including economic

activity, employment levels and market liquidity;

the credit risks of lending activities, including changes in the level and trend of loan delinquencies and charge-offs and changes in our allowance for loan losses and provision for loan losses that

may be impacted by deterioration in the residential and commercial real estate markets and may lead to increased losses and non-performing assets and may result in our allowance for loan losses not being adequate to cover actual losses and require us

to materially increase our reserve;

the effect of the COVID-19 pandemic, including on the Corporation’s credit quality and business operations, as well as its impact on general economic and financial market conditions and other

uncertainties resulting from the COVID-19 pandemic, such as the extent and duration of the impact on public health, the U.S.

and global economies, and consumer and corporate customers, including economic activity, employment levels and market

the credit risks of lending activities, including changes in the level and trend of loan delinquencies and charge-offs and changes in our allowance for loan losses and provision for loan losses that may be impacted by deterioration in the

residential and commercial real estate markets and may lead to increased losses and non-performing assets and may result in our allowance for loan losses not being adequate to cover actual losses and require us to materially increase our reserve;

changes in general economic conditions, either nationally or in our market areas;

changes in the levels of general interest rates, and the relative differences between short and long term interest rates, deposit

interest rates, our net interest margin and funding sources;

changes in the levels of general interest rates, and the relative differences between short and long term interest rates, deposit interest rates, our net interest

margin and funding sources;

uncertainty regarding the future of the London Interbank Offered Rate ("LIBOR"), and the potential transition away from LIBOR toward new interest rate benchmarks;

fluctuations in the demand

for loans, the number of unsold homes, land and other properties and fluctuations in real estate values in our market areas;

secondary market conditions for loans and our ability to purchase and sell loans in the secondary market;

examinations of the Corporation by the FRB or of the Bank by the OCC or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to enter into a formal enforcement action or to

increase our allowance for loan losses, write-down assets, change our regulatory capital

position or affect our ability to borrow funds or maintain or increase deposits, or impose additional requirements and restrictions on us, any of which could adversely affect our liquidity and

legislative or regulatory changes that adversely affect our business including changes in regulatory policies and principles, including the interpretation of regulatory capital or other rules, including as a result of Basel III;

of the Dodd-Frank Wall Street Reform and Consumer Protection Act, California Consumer Privacy Act and the implementing regulations;

fluctuations in the demand for loans, the number of unsold

homes, land and other properties and fluctuations in real estate values in our market areas;

results of examinations of the Corporation by the FRB or of the Bank by the OCC or other regulatory authorities, including the possibility that any such

regulatory authority may, among other things, require us to enter into a formal enforcement action or to increase our allowance for loan losses, write-down assets, change our regulatory capital position or affect our ability to borrow funds or

maintain or increase deposits, or impose additional requirements and restrictions on us, any of which could adversely affect our liquidity and earnings;

legislative or regulatory changes that adversely affect our business including changes in

regulatory policies and principles, including the interpretation of regulatory capital or other rules, including as a result of Basel III;

the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act, California Consumer Privacy Act

and the implementing regulations;

the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions;

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our ability to attract and retain deposits;

increases in premiums for deposit insurance;

our ability to control operating costs and expenses;

the use of estimates in determining fair value of certain of our

assets, which estimates may prove to be incorrect and result in significant declines in valuation;

difficulties in reducing risk associated with the loans on our balance sheet;

staffing fluctuations in response to product demand or the implementation

of corporate strategies that affect our workforce and potential associated charges;

disruptions, security breaches, or other adverse events, failures or interruptions in, or attacks on, our information technology systems or on the third-party vendors

who perform several of our critical processing functions;

our ability to implement our branch expansion strategy;

our ability to successfully integrate any assets, liabilities, customers, systems, and management personnel we have acquired or may in

the future acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto;

our ability to manage loan delinquency rates;

our ability to retain key

members of our senior management team;

to control operating costs and expenses;

the use of estimates in determining fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation;

difficulties in reducing risk associated with

the loans on our balance sheet;

staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our workforce and potential associated charges;

disruptions, security breaches, or other adverse events,

failures or interruptions in, or attacks on, our information technology systems or on the third-party vendors who perform several of our critical processing functions;

our ability to successfully integrate any assets, liabilities, customers, systems,

and management personnel we have acquired or may in the future acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto;

our ability to

manage loan delinquency rates;

our ability to retain key members of our senior management team;

costs and effects of litigation, including settlements and judgments;

increased competitive pressures among financial services companies;

changes in consumer spending, borrowing and savings habits;

availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions;

consumer spending, borrowing and savings habits;

the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions;

our ability to pay dividends on our common stock;

adverse changes in the securities markets;

the inability of key third-party providers

to perform their obligations to us;

changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the Financial Accounting Standards Board, including additional guidance and interpretation on

accounting issues and details of the implementation of new accounting methods;

adverse changes in the securities

the inability of key third-party providers to perform their obligations to us;

changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the Financial Accounting Standards Board,

including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods;

war or terrorist activities;

and other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services

including the Coronavirus Aid, Relief, and Economic Security Act of 2020 ("CARES Act") and other risks detailed in this report and in the Corporation’s other reports filed with or furnished to the SEC.

These developments could have an adverse impact

on our financial position and our results of operations.

Forward-looking statements are based upon management’s beliefs and assumptions at the time they are made.

We undertake no obligation to publicly update or revise any forward-looking statements

included in this document or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise.

In light of these risks, uncertainties and assumptions,

the forward-looking statements discussed in this document might not occur, and you should not put undue reliance on any forward-looking statements.

and other economic, competitive, governmental, regulatory, and technological factors

affecting our operations, pricing, products and services, including the CARES Act, the

Revised Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working with Customers Affected by the Coronavirus (“Interagency Statement”), and other risks detailed

in this report and in the Corporation’s other reports filed with or furnished to the SEC.

These developments could have an adverse impact on our financial position and our results of operations.

Forward-looking statements are based upon management’s

beliefs and assumptions at the time they are made.

We undertake no obligation to publicly update or revise any forward-looking statements included in this document or to update the reasons why actual results could differ from those contained in such

statements, whether as a result of new information, future events or otherwise.

In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this document might not occur, and you should not put undue reliance

on any forward-looking statements.

Critical Accounting Policies

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Management's Discussion and Analysis of Financial Condition and Results of Operations and in Note 1 - Organization and Significant Accounting Policies.

There have been no significant changes during the nine months ended March 31, 2020 to the

There have been no significant changes during the three months ended September 30, 2020 to the

critical accounting policies as described in the Corporation’s 2020 Annual Report on Form 10-K for the period ended June 30, 2020.

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The Bank conducts its business operations as Provident Bank and through its subsidiary, Provident Financial Corp.

The business activities of the Corporation, primarily through the Bank and its subsidiary, consist of community banking

and, to a lesser degree, investment services for customers and trustee services on behalf of the Bank.

The business activities of the Corporation, primarily through the Bank, consist of community banking and, to a lesser

degree, investment services for customers and trustee services on behalf of the Bank.

Community banking operations primarily consist of accepting deposits from customers within the communities surrounding the Corporation’s full service offices and investing those funds in

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income, which is the difference between the interest income earned on loans and investment securities, and the interest expense paid on interest-bearing deposits and borrowed funds.

Additionally, certain fees are collected from borrowers and

depositors, such as late payment charges, prepayment fees, returned check fees, deposit account service charges, ATM fees, IRA/KEOGH fees, safe deposit box fees, wire transfer fees and overdraft protection fees, among others.

Additionally, certain fees are collected from depositors, such as

returned check fees, deposit account service charges, ATM fees, IRA/KEOGH fees, safe deposit box fees, wire transfer fees and overdraft protection fees, among others.

During the next three years, subject to market conditions, the Corporation intends to improve its community banking business by moderately increasing total assets (by increasing single-family,

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In addition, the Corporation intends to decrease the percentage of time deposits in its deposit base and to increase the percentage of lower cost checking and savings

This strategy is intended to improve core revenue through a higher net interest margin and ultimately, coupled with the anticipated growth of total assets, an increase in net interest income.

While the Corporation’s long-term strategy is

for moderate growth, management recognizes that growth may not occur as a result of weaknesses in general economic conditions.

Because the length of the COVID-19 pandemic and the efficacy of the extraordinary measures being put in place to address

its economic consequences are unknown, including the recent 150 basis point reductions in the targeted Federal Funds Rate, until the pandemic subsides, the Corporation expects its net interest income and net interest margin will be adversely affected

in 2020 and possibly longer.

Saleable single-family mortgage loan operations primarily consist of the origination and sale of mortgage loans secured by single-family residences.

The primary sources of income in the saleable

mortgage loan operations are gain on sale of loans and certain fees collected from borrowers in connection with the loan origination process.

On February 4, 2019, the Corporation announced that it was in the best interests of the Corporation to scale

back saleable single-family mortgage loan originations and improve on its efforts to increase the volume of portfolio single-family mortgage loan originations.

This strategy is intended to improve core revenue through a higher net interest margin and ultimately, coupled with the growth of the Corporation, an increase in net interest income.

While the Corporation’s long-term strategy is for

moderate growth, management recognizes that growth may be difficult as a result of weaknesses in general economic conditions.

Further, because the length of the COVID-19 pandemic and

the efficacy of the extraordinary measures being put in place to address its economic consequences are unknown, including the 150 basis point reductions in March 2020 in the targeted federal funds

rate, until the pandemic subsides, the Corporation expects its net interest income and net interest margin will be adversely affected for the remainder of 2020 and possibly longer.

Investment services operations primarily consist of selling alternative investment products such as annuities and mutual funds to the Bank’s depositors.

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changes in accounting principles, laws,

regulation, interest rates and the economy, among others.

The Corporation attempts to mitigate many of these risks through prudent banking practices, such as interest rate risk management, credit risk management, operational risk management, and

liquidity risk management.

regulation, interest rates and the economy, including as a result of COVID-19, among others.

The Corporation attempts to mitigate many of these risks through prudent banking practices, such as interest rate risk management, credit risk management,

operational risk management, and liquidity risk management.

The California economic environment presents heightened risk for the Corporation primarily with respect to real estate values and loan delinquencies.

Since the majority of the Corporation’s loans are secured by real estate

located within California, significant declines in the value of California real estate may also inhibit the Corporation’s ability to recover on defaulted loans by selling the underlying real estate.

Since the majority of the Corporation’s

loans are secured by real estate located within California, significant declines in the value of California real estate may also inhibit the Corporation’s ability to recover on defaulted loans by selling the underlying real estate.

COVID-19 Impact to the Corporation

The Corporation is actively monitoring and responding to the effects of the rapidly-changing COVID-19 pandemic.

The health, safety and well-being of our customers, employees and communities are the

The health, safety and well-being of its customers, employees and communities are the

Corporation’s top priorities.

Centers of Disease Control (“CDC”) guidelines, as well as directives from federal, state, county and local officials, are being closely followed to make informed operational decisions.

The Centers of Disease Control and Prevention (“CDC”) guidelines, as well as directives from federal, state, county and local officials, are being closely followed to make informed operational decisions.

During this unprecedented time, the Corporation is working diligently with its employees to implement CDC-advised health, hygiene and social distancing practices.

To avoid service disruptions, most

of our employees currently work from the Corporation’s premises and promote social distancing standards.

To date, there have been no service disruptions.

The Corporation’s Employee Assistance Program is provided at no cost for employees and family

members seeking counseling services for mental health and emotional support needs.

The Corporation also adheres to the Families First Coronavirus Response Act (FFCRA), which includes the Emergency Paid Sick Leave Act and the Emergency Family and

Medical Leave Expansion.

of its employees currently work from the Corporation’s premises and promote social distancing standards.

To date, there have been limited service disruptions.

The Corporation’s Employee Assistance Program is provided at no cost for employees and

family members seeking counseling services for mental health and emotional support needs.

The Corporation also adheres to the Families First Coronavirus Response Act (FFCRA), requires certain employers to provide employees with paid sick leave or

expanded family and medical leave for specified reasons related to COVID-19, providing additional flexibility to its employees to help navigate their individual challenges.

During the COVID-19 pandemic, taking care of customers and providing uninterrupted access to services are top priorities for the Corporation.

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business with regular business hours while implementing CDC guidelines for social distancing and enhanced cleaning.

Customers can also conduct their banking business using drive throughs, the online and mobile banking services, ATMs, and telephone

On March 27, 2020, the CARES Act was signed into law.

Among other things, the CARES Act provides relief to borrowers, including the opportunity to defer loan payments while not negatively affecting

their credit standing.

For commercial and consumer customers, the Corporation has provided relief options, including payment deferrals and fee waivers.

Customers can also conduct their banking business using drive thrus, online and mobile banking services, ATMs, and telephone banking.

On March 27, 2020, the CARES Act was signed into law and on April 7, 2020, the Board of Governors of the Federal Reserve System, FDIC, National Credit Union Administration, OCC and Consumer

Financial Protection Bureau issued the Interagency Statement.

Among other things, the CARES Act and Interagency Statement provided relief to borrowers, including the opportunity to defer loan payments while not negatively affecting their credit

The CARES Act and/or Interagency Statement provided guidance around the modification of loans as a result of the COVID-19 pandemic, and outlined, among other criteria, that short-term modifications made on a good faith basis to borrowers

who were current as defined under the CARES Act or Interagency Statement prior to any relief, are not restructured loans.

For commercial and consumer customers, the Corporation has provided relief options, including payment deferrals from 60 days to

180 days and fee waivers.

September 30, 2020, the Corporation has 44 single-family forbearance loans, with outstanding balances of $17.2 million or 1.94 percent of total loans, and one multi-family loan with an outstanding

balance of $455,000 or 0.05 percent of total loans that were modified in accordance with the CARES Act or Interagency Statement.

In addition, as of September 30, 2020, the Corporation had one pending request for payment relief for a single-family

loan totaling approximately $264,000.

Interest income continues to be recognized during the payment deferrals, unless the loans are non-performing.

After the payment deferral period, scheduled loan payments will once again become due

The forbearance amount will be due and payable in full as a balloon payment at the end of the loan term or sooner if the loan becomes due and payable in full at an earlier date.

All loans modified due to COVID-19 will be separately monitored and any request for continuation of relief beyond the initial modification will be reassessed at that time to determine if a further

modification should be granted and if a downgrade in risk rating is appropriate.

As of April 30, 2020, the Corporation has processed and deemed eligible approximately 27 single-family forbearance requests, totaling $12.9 million or 1.4 percent of total loans, and approximately

four multi-family, commercial real estate, and business loan requests, totaling $4.3 million or 0.6 percent of total loans.

After the payment deferral period, normal loan payments will once again become due and payable.

The forbearance amount will be due and payable in full as a balloon payment at the end of the loan

term or sooner if the loan becomes due and payable in full at an earlier date.

We believe the steps we are taking are necessary to effectively manage our portfolio and assist our clients through the ongoing uncertainty surrounding the duration,

impact and government response to the COVID-19 pandemic.

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

Forbearance Granted

Forbearance Completed

Forbearance Remaining

(Dollars In Thousands)

Single-family loans

Multi-family loans

Commercial real estate loans

Total loan forbearance

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

(Dollars In Thousands)

Weighted Avg.

Single-family loans

Multi-family loans

Total loans in forbearance

Current loan balance in comparison to the original appraised value.

At time of loan origination, borrowers and/or guarantors.

At time of loan origination.

The Corporation believes the steps we are taking are necessary to effectively manage its portfolio and assist the borrowers through the ongoing uncertainty surrounding the duration, impact and

government response to the COVID-19 pandemic.

For customers that may need access to funds in their certificates of deposit to assist with living expenses during the COVID-19 pandemic, the Corporation is waiving early withdrawal penalties on a

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Overdraft and other fees are also waived on a case-by-case basis.

We are cautious when paying overdrafts beyond the client's total deposit relationship, overdraft protection options or their overdraft coverage limits.

The Corporation anticipates that the COVID-19 pandemic will continue to impact our business in future periods in one or more of the following ways, among others:

Higher provisions for certain commercial real estate loans may be incurred, especially to borrowers with tenants in industries, such as hospitality, travel, food service and restaurants

and bars, and businesses providing physical services;

The Corporation is cautious when paying overdrafts beyond the client's total deposit relationship, overdraft protection options or their overdraft coverage limits.

The Corporation anticipates that the COVID-19 pandemic may continue to impact the business in future periods in one or more of the following ways, among others:

Higher provisions for certain commercial real estate loans may be incurred, especially to borrowers with tenants in industries, such as hospitality, travel, food service and

restaurants and bars, and businesses providing physical services;

Significantly lower market interest rates which may have a negative impact on variable rate loans indexed to LIBOR, U.S.

treasury and prime indices and on deposit pricing, as interest

rate adjustments typically lag the effect on the yield

earned on interest-earning assets because rates on many deposit accounts are decision-based, not tied to a specific

market-based index, and are based on competition for deposits;

rate adjustments typically lag the effect on the yield earned on interest-earning assets because rates on many deposit accounts are decision-based, not tied to a specific market-based index, and are based on competition for deposits;

Certain additional fees for deposit and loan products may be waived or reduced;

Non-interest income may decline due to a decrease in fees earned as spending by debit card customers complying with “Stay at Home” requirements and who otherwise may be adversely

affected by reductions in their personal income or job losses;

Non-interest income may decline due to a decrease in fees earned as spending habits change by debit card customers complying with COVID-19 governmental safety requirements and who

otherwise may be adversely affected by reductions in their personal income or job losses;

Non-interest expenses related to the effects of the COVID-19 pandemic may increase, including cleaning costs, supplies, equipment and other items;

Additional loan forbearance or modifications may occur and borrowers may default on their loans, which may necessitate further increases to the allowance for loan losses.

While the full impact of COVID-19 on the Corporation's future financial results is uncertain and not currently estimable, the Corporation believes that the impact could be materially adverse to our

While the full impact of COVID-19 on the Corporation's future financial results is uncertain and not currently estimable, the Corporation believes that the impact could be materially adverse to its

financial condition and results of operations depending on the length and severity of the economic downturn brought on by the COVID-19 pandemic.

Off-Balance Sheet Financing Arrangements and Contractual Obligations

Off-Balance Sheet Financing Arrangements

Commitments and Derivative Financial Instruments.

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For a discussion on commitments and derivative financial instruments, see Notes 6 and 10 of the Notes to Unaudited Interim Condensed Consolidated Financial Statements.

Contractual Obligations.

The following table summarizes the Corporation’s contractual obligations at March 31, 2020 and the effect these obligations are

expected to have on the Corporation’s liquidity and cash flows in future periods:

Payments Due by Period

(In Thousands)

Operating obligations

Pension benefits

Time deposits

FHLB – San Francisco advances

FHLB – San Francisco letter of credit

FHLB – San Francisco MPF credit enhancement (1)

Represents the potential maximum potential recourse obligation for loans previously sold by the Bank to the FHLB – San Francisco under its Mortgage Partnership Finance (“MPF”)

As of March 31, 2020, the Bank serviced $7.9 million of loans under this program.

The estimated amounts by period are based on historical loss experience.

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

Comparison of Financial Condition at March 31, 2020 and June 30, 2019

Total assets increased $22.7 million, or two percent, to $1.11 billion at March 31, 2020 from $1.08 billion at June 30, 2019.

The increase was primarily attributable to increases in loans held for

investment and cash and cash equivalents, partly offset by a decrease in investment securities.

Total cash and cash equivalents, primarily excess cash deposited with the Federal Reserve Bank of San Francisco, increased $13.6 million, or 19 percent, to $84.3 million at March 31, 2020 from

Comparison of Financial Condition at September 30, 2020 and June 30, 2020

Total assets increased $7.2 million, or one percent, to $1.18 billion at September 30, 2020 from June 30, 2020.

The increase was primarily attributable to an increase in investment securities,

partly offset by decreases in cash and cash equivalents and loans held for investment.

Total cash and cash equivalents, primarily excess cash deposited with the Federal Reserve Bank of San Francisco, decreased $49.5 million, or 43 percent, to $66.5 million at September 30, 2020 from

$116.0 million at June 30, 2020.

The increase in the total cash and cash equivalents was primarily attributable to the pay downs of investment securities and the increase in borrowings, partly offset by the utilization of cash to fund the increase in

loans held for investment.

Investment securities (held to maturity and available for sale) decreased $25.7 million, or 26 percent, to $74.3 million at March 31, 2020 from $100.1 million at June 30, 2019.

The decrease was

primarily the result of scheduled and accelerated principal payments on mortgage-backed securities during the first nine months of fiscal 2020.

For further analysis on investment securities, see Note 4 of the Notes to Unaudited Interim Condensed

Consolidated Financial Statements of this Form 10-Q.

Loans held for investment increased $34.4 million, or four percent, to $914.3 million at March 31, 2020 from $879.9 million at June 30, 2019, primarily due to a $36.9 million increase in

The decrease in the total cash and cash equivalents was primarily attributable to the utilization of cash to fund purchases of investment securities.

Investment securities (held to maturity and available for sale) increased $75.0 million, or 61 percent, to $198.3 million at September 30, 2020 from $123.3 million at June 30, 2020.

was primarily the result of investment purchases totaling $84.9 million, partly offset by scheduled and accelerated principal payments on mortgage-backed securities during the

first three months of fiscal 2021.

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

Loans held for investment decreased $17.8 million, or two percent, to $885.0 million at September 30, 2020 from $902.8 million at June 30, 2020, primarily due to decreases in single-family and

multi-family loans.

During the first nine months of fiscal 2020, the Corporation originated $88.3 million of loans held for investment, consisting primarily of multi-family and single-family loans and also purchased $115.6 million of single-family

and multi-family loans held for investment that are located throughout California.

Total loan principal payments during the first nine months of fiscal 2020 were $171.7 million, up 22 percent from $140.5 million during the comparable period in fiscal

The single-family loans held for investment balance at March 31, 2020 and June 30, 2019 was $326.7 million and $325.0 million, respectively, and represented approximately 36 percent and 37 percent of loans held for investment, respectively.

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

As of March 31, 2020:

During the first three months of fiscal 2021, the Corporation originated $39.1 million of loans held for investment, consisting primarily of single-family and multi-family loans and also purchased $8.9 million of multi-family

loans held for investment that are located throughout California.

Total loan principal payments during the first three months of fiscal 2021 were $66.3 million, up 31 percent from $50.8 million during the comparable period in fiscal 2020.

single-family loans held for investment balance at September 30, 2020 and June 30, 2020 was $288.8 million and $298.8 million, respectively, and represented approximately 33 percent of loans held for investment at both dates.

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

As of September 30, 2020:

California (1)

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Other than the Inland Empire.

Total deposits decreased $5.4 million to $835.8 million at March 31, 2020 from $841.3 million at June 30, 2019.

Time deposits decreased $7.5 million, or four percent, to $185.6 million at March

31, 2020 from $193.1 million at June 30, 2019, while transaction accounts increased slightly to $650.2 million at March 31, 2020 from $648.1 million at June 30, 2019.

The percentage of time deposits to total deposits decreased to 22 percent at March

31, 2020 from 23 percent at June 30, 2019, primarily due to a managed run-off of higher cost time deposits consistent with the reduction in the Bank’s funding needs resulting from no loans originated for sale during the first nine months of fiscal

Total borrowings increased $30.0 million, or 30 percent, to $131.1 million at March 31, 2020 as compared to $101.1 million at June 30, 2019, due to additional long-term borrowings obtained with a

lower average cost during the first quarter of fiscal 2020.

The borrowings were primarily comprised of long-term FHLB - San Francisco advances used for interest rate risk management purposes.

Total stockholders’ equity increased $2.5 million, or two percent, to $123.2 million at March 31, 2020 from $120.6 million at June 30, 2019, primarily as a result of the year-to-date net income of

$6.1 million and stock-based compensation of $933,000, partly offset by $3.1 million of quarterly cash dividends paid to shareholders and stock repurchases of $1.3 million during the first nine months of fiscal 2020.

The Corporation repurchased

66,041 shares of its common stock during the nine months ended March 31, 2020 at an average cost of $19.43 per share.

Comparison of Operating Results for the Quarter and Nine Months Ended March 31, 2020 and 2019

The Corporation’s net income for the third quarter of fiscal 2020 was $1.1 million, in contrast to net loss of $151,000 in the same period of fiscal 2019.

Compared to the same quarter last year,

the increase was primarily attributable to lower non-interest expenses (mainly from salaries and employee benefits expenses decreasing due to no saleable single-family loan originations this quarter), partly offset by lower non-interest income

(mainly due to significantly lower gain on sale of loans), higher provision for loan losses (mainly due to the COVID-19 pandemic) and lower net interest income.

Earnings for the quarter reflect the impact of the COVID-19 pandemic which resulted in a

substantial reduction in business activity or the closing of businesses in California.

For the first nine months of fiscal 2020, the Corporation’s net income was $6.1 million, an increase of $2.5 million, or 68 percent, from $3.6 million in the same period of fiscal 2019.

the same period last year, the increase in earnings was primarily attributable to a decrease in non-interest expense, partly offset by a decrease in non-interest income in both cases reflecting the scaling back of originations and sales of

single-family loans and an increase in the provision for loan losses.

The decrease in non-interest expense was mainly attributable to a decrease in salaries and employee benefits expenses and a decrease in premises and occupancy expenses.

The Corporation’s efficiency ratio, defined as non-interest expense divided by the sum of net interest income and non-interest income, improved to 75 percent for the third quarter of fiscal 2020

from 103 percent in the same period of fiscal 2019.

For the first nine months of fiscal 2020, the Corporation’s efficiency ratio improved to 71 percent from 89 percent for the same period of fiscal 2019.

Return on average assets was 0.41 percent in the third quarter of fiscal 2020, in contrast to (0.05) percent in the same period last year.

For the first nine months of fiscal 2020, return on

average assets was 0.74 percent, up 32 basis points from 0.42 percent in the same period last year.

Return on average equity was 3.70 percent in the third quarter of fiscal 2020, in contrast to (0.49) percent in the same period last year.

For the first nine months of fiscal 2020, return on

average equity was 6.64 percent as compared to 3.97 percent for the same period last year.

Diluted earnings per share for the third quarter of fiscal 2020 were $0.15, in contrast to diluted losses per share of $0.02 in the same period last year.

For the first nine months of fiscal 2020,

diluted earnings per share were $0.80, a 67 percent increase from $0.48 in the same period last year.

Total deposits increased $11.7 million, or one percent, to $904.7 million at September 30, 2020 from $893.0 million at June 30, 2020, primarily due to increases in transaction accounts resulting

primarily from government assistance programs related to the COVID-19 pandemic, partly offset by a decrease in higher cost time deposits.

Transaction accounts increased $20.7 million, or three percent, to $743.7 million at September 30, 2020 from

$723.0 million at June 30, 2020, while time deposits decreased $9.0 million, or five percent, to $161.0 million at September 30, 2020 from $170.0 million at June 30, 2020.

The percentage of time deposits to total deposits decreased to 18 percent at

September 30, 2020 from 19 percent at June 30, 2020, primarily due to

a managed run-off of higher cost time deposits consistent with the reduction in the Bank’s funding needs during the first three months of fiscal 2021.

Total borrowings decreased $5.0 million, or four percent, to $136.0 million at September 30, 2020 as compared to $141.0 million at June 30, 2020, due to a repayment of $5.0 million of short-term

borrowings during the first quarter of fiscal 2021.

The borrowings are primarily comprised of long-term FHLB - San Francisco advances used for interest rate risk management purposes.

Total stockholders’ equity increased $683,000, or one percent, to $124.7 million at September 30, 2020 from $124.0 million at June 30, 2020, primarily as a result of year-to-date net income of $1.5

million and stock-based compensation of $274,000, partly offset by $1.0 million of quarterly cash dividends paid to shareholders during the first three months of fiscal 2021.

The Corporation did not repurchase any shares of its common stock under its

April 2020 plan during the three months ended September 30, 2020, but purchased 2,556 shares of distributed restricted stock in settlement of employee withholding tax obligations at an average cost of $11.68 per share.

Comparison of Operating Results for the Quarter ended September 30, 2020 and 2019

The Corporation’s net income for the first quarter of fiscal 2021 was $1.5 million, down $1.1 million or 42 percent from $2.6 million in the same period of fiscal 2020.

Compared to the same quarter

last year, the decrease was primarily attributable to lower net interest income and a higher provision for loan losses, partly offset by lower non-interest expenses.

Earnings for the quarter reflect the continued impact of the COVID-19 pandemic which

resulted in a substantial reduction in business activity or the closing of businesses in California.

The Corporation’s efficiency ratio, defined as non-interest expense divided by the sum of net interest income and non-interest income, increased to 75 percent for the first quarter of fiscal 2021

from 68 percent in the same period of fiscal 2020, primarily due to the decrease in net interest income.

Return on average assets was 0.50 percent in the first quarter of fiscal 2021, down from 0.95 percent in the same period last year.

average equity was 4.78 percent in the first quarter of fiscal 2021, down from 8.46 percent in the same period last year.

Diluted earnings per share for the first quarter of fiscal 2021 were $0.20, down from diluted earnings per share of $0.33 in the

same period last year.

Net Interest Income:

For the Quarters Ended March 31, 2020 and 2019.

Net interest income decreased by $722,000, or eight percent, to $8.9 million for the third quarter of fiscal

2020 from $9.6 million in the same period in fiscal 2019, as a result of a lower net interest margin and, to a lesser extent, a lower average interest-earning asset balance.

For the Quarter Ended September 30, 2020 and 2019.

Net interest income decreased by $1.4 million, or 15 percent, to $8.2 million for the first quarter of

fiscal 2021 from $9.6 million in the same period in fiscal 2020, as a result of a lower net interest margin, partly offset by a higher average interest-earning asset balance.

The net interest margin decreased 80 basis points to 2.84 percent in the

third quarter of fiscal 2020 from 3.53 percent in the same period of fiscal 2019, primarily due to a decrease in the average yield on interest-earning assets.

The weighted-average yield on interest-earning assets decreased by 22 basis points to 3.87

percent in the third quarter of fiscal 2020 from 4.09 percent in the same quarter last year, and the weighted-average cost of interest-bearing liabilities increased by one basis point to 0.64 percent for the third quarter of fiscal 2020 as compared

to 0.63 percent in the same quarter last year.

The decrease in the average yield of interest-earning assets was primarily due to decreases in the average yield of loans receivable and interest-earning deposits, partly offset by an increase in the

average yield on investment securities.

The average balance of interest-earning assets decreased $11.3 million, or one percent, to $1.08 billion in the third quarter of fiscal 2020 from $1.09 billion in the comparable period of fiscal 2019,

reflecting decreases in the average balance of investment securities and interest-earning deposits, partly offset by an increase in the average balance of loans receivable.

The average balance of interest-bearing liabilities decreased by $11.1

million, or one percent, to $967.9 million in the third quarter of fiscal 2020 from $979.0 million in the same quarter last year primarily reflecting a decrease in the average balance of interest-bearing deposits, partly offset by an increase in the

average balance of borrowings.

Beginning in August 2019, the Federal Reserve reduced the targeted Federal Funds Rate by 25 basis points three times in 2019 and 150 basis points during the current quarter to a range of 0.00% to

0.25% at March 31, 2020.

The 150 basis-point decrease in the targeted Federal Funds Rate in response to COVID-19 pandemic did not occur until late in the quarter in March 2020, and the full effect of the lower interest rate environment had not yet

been realized at quarter end.

Furthermore, the effect of recent changes in the targeted Federal Funds Rate on the cost of funding liabilities typically lags the effect on the yield earned on interest-earning assets because rates on many deposit

accounts are decision-based, not tied to a specific market-based index, and are based on competition for deposits while most interest-earning assets adjust earlier because they are tied to a specific market-based index.

Because the length of the

COVID-19 pandemic and the efficacy of the extraordinary measures being put in place to address its economic consequences are unknown, including the recent 150 basis point reductions in the targeted Federal Funds Rate, until the pandemic subsides, the

Corporation expects its net interest income and net interest margin will be adversely affected in 2020 and possibly longer.

For the Nine Months Ended March 31, 2020 and 2019.

Net interest income decreased by $689,000, or two percent, to $28.1 million for the first nine months of

fiscal 2020 from $28.8 million the same period in fiscal 2019, as a result of a lower average interest-earning asset balance, partly offset by a higher net interest margin.

The average balance of interest-earning assets decreased $43.2 million, or

four percent, to $1.07 billion in the first nine months of fiscal 2020 from $1.11 billion in the comparable period of fiscal 2019, primarily reflecting decreases in the average balance of loans receivable, investment securities and interest earning

The average balance of interest-bearing liabilities decreased by $42.7 million, or four percent, to $958.3 million in the first nine months of fiscal 2020 from $1.00 billion in the same period last year primarily reflecting a decrease in

the average balance of interest-bearing deposits, partly offset by an increase in the average balance of borrowings.

The net interest margin was 3.51 percent in the first nine months of fiscal 2020, up six basis points from 3.45 percent in the same

period of fiscal 2019, primarily due to an increase in the average yield on interest-earning assets, while the average cost of interest-bearing liabilities remained unchanged.

The increase in the average yield of interest-earning assets was primarily

due to increases in the average yield of investment securities and loans receivable, partly offset by decreases in the average yield on FHLB – San Francisco stock and interest-earning deposits.

first quarter of fiscal 2021 from 3.64 percent in the same period of fiscal 2020, primarily due to a decrease in the average yield for all categories of interest-earning assets attributable primarily to declines in interest rates on adjustable rate

instruments and interest-earning deposits following decreases to short-term rates over the last year, including the emergency 150 basis point reduction in the targeted Federal Funds Rate in March 2020 due to the COVID-19 pandemic.

weighted-average yield on interest-earning assets decreased by 90 basis points to 3.31 percent in the first quarter of fiscal 2021 from 4.21 percent in the same quarter last year, and the weighted-average cost of interest-bearing liabilities

decreased by 11 basis points to 0.52 percent for the first quarter of fiscal 2021 as compared to 0.63 percent in the same quarter last year.

The average balance of interest-earning assets increased $98.5 million, or nine percent, to $1.15 billion in

the first quarter of fiscal 2021 from $1.05 billion in the comparable period of fiscal 2020, reflecting increases in the average balance of investment securities and interest-earning deposits, partly offset by a decrease in the average balance of

loans receivable.

The average balance of interest-bearing liabilities increased by $97.5 million, or 10 percent, to $1.04 billion in the first quarter of fiscal 2021 from $942.5 million in the same quarter last year primarily reflecting increases in

the average balance of interest-bearing deposits and, to a lower extent, the average balance of borrowings.

Beginning in August 2019, the Federal Reserve reduced the targeted Federal Funds Rate by 25 basis points three times in 2019 and the 150 basis points during the quarter ended March 2020 to a range

of 0.00% to 0.25%.

The 150 basis-point decrease in the targeted Federal Funds Rate in response to the COVID-19 pandemic did not occur until late in the quarter in March 2020, and the effect of the lower interest rate environment has continued to be

realized during this quarter.

Furthermore, the effect of the changes in the targeted Federal Funds Rate on the cost of liabilities typically lags the effect on the yield earned on interest-earning assets because rates on many deposit accounts are

decision-based, not tied to a specific market-based index, and are based on competition for deposits while most interest-earning assets adjust earlier because they are tied to a specific market-based index.

Because the length of the COVID-19 pandemic

and the efficacy of the extraordinary measures being put in place to address its economic consequences are unknown until the pandemic subsides, the Corporation expects its net interest income and net interest margin will continue to be adversely

affected in the remainder of calendar year 2020 and possibly longer.

Interest Income:

For the Quarters Ended March 31, 2020 and 2019.

Total interest income decreased by $703,000, or six percent, to $10.4 million for the third quarter of

For the Quarter Ended September 30, 2020 and 2019.

Total interest income decreased by $1.6 million, or 14 percent, to $9.5 million for the first quarter of

fiscal 2021 as compared to $11.1 million for the same quarter of fiscal 2020.

The decrease was primarily due to decreases in interest income from loans receivable, investment securities and interest-earning deposits.

Interest income on loans receivable (including loans held for sale in the third quarter of fiscal 2019) decreased by $389,000, or four percent, to $9.6 million in the third quarter of fiscal 2020

from $10.0 million in the same quarter of fiscal 2019.

The decrease was due to a lower average yield, partly offset by a higher average balance.

The average loans receivable yield during the third quarter of fiscal 2020 decreased 24 basis points to

4.14 percent from 4.38 percent during the same quarter last year.

The decrease in the average yield on loans receivable was primarily attributable to loans repricing downward reflecting declines in the targeted Federal Funds Rate offset in part by

the increase to $451,000 of net deferred loan costs that was recognized in interest income as a result of loan payoffs and scheduled amortizations in the third quarter of fiscal 2020 as compared to $179,000 of net deferred loan costs in the same

quarter of fiscal 2019.

The average balance of loans receivable increased by $14.5 million, or two percent, to $929.5 million for the third quarter of fiscal 2020 from $915.0 million in the same quarter of fiscal 2019, primarily due to a decrease in

the average balance of loans held for sale attributable to the scaling back of saleable single-family mortgage loan originations, partly offset by an increase in the average balance of loans held for investment.

The average balance of loans held for investment increased $54.0 million, or six percent, to $929.5 million during the third quarter of fiscal 2020 from $875.5 million in the same quarter of fiscal

The average yield on the loans held for investment decreased by 22 basis points to 4.14 percent in the third quarter of fiscal 2020 from 4.36 percent in the same quarter of fiscal 2019.

There were no loans held for sale in the third quarter of

fiscal 2020 as compared to the average balance of $39.5 million with an average yield of 4.74 percent in the same quarter of fiscal 2019.

Interest income from investment securities decreased $114,000, or 19 percent, to $478,000 in the third quarter of fiscal 2020 from $592,000 for the same quarter of fiscal 2019.

The decrease was primarily due to decreases in interest income from all interest-earning assets.

Interest income on loans receivable decreased by $1.2 million, or 12 percent, to $8.9 million in the first quarter of fiscal 2021 from $10.1 million in the same quarter of fiscal 2020.

was due to a lower average yield and, to a much lower extent, a lower average balance.

The average loans receivable yield during the first quarter of fiscal 2021 decreased 47 basis points to 3.99 percent from 4.46 percent during the same quarter last

The decrease in the average yield on loans receivable was primarily attributable to loans repricing downward reflecting declines in the targeted Federal Funds Rate and the increase of net deferred loan costs to $466,000 in the first quarter of

fiscal 2021 from $160,000 in the same quarter of fiscal 2020.

The average balance of loans receivable decreased by $10.3 million, or one percent, to $893.0 million for the first quarter of fiscal 2021 from $903.3 million in the same quarter of fiscal

Interest income from investment securities decreased $136,000, or 22 percent, to $478,000 in the first quarter of fiscal 2021 from $614,000 for the same quarter of fiscal 2020.

This decrease was

attributable to a lower average balance, partly offset by a higher average yield.

The average balance of investment securities decreased $23.3 million, or 23 percent, to $78.6 million in the third quarter of fiscal 2020 from $101.9 million in the

same quarter of fiscal 2019.

The decrease in the average balance of investment securities was primarily the result of scheduled and accelerated principal payments on mortgage-backed securities.

The average investment securities yield increased 11

basis points to 2.43 percent in the third quarter of fiscal 2020 from 2.32 percent in the same quarter of fiscal 2019.

The increase in the average investment securities yield was primarily attributable to a lower premium amortization between the

quarters ($99,000 vs.

$181,000), partly offset by the downward repricing of adjustable mortgage-backed securities.

The FHLB – San Francisco cash dividend received in the third quarter of fiscal 2020 was $144,000, unchanged from the same quarter of fiscal 2019.

The average balance of FHLB – San Francisco stock

in the third quarter of fiscal 2020 remained unchanged at $8.2 million as compared to the same quarter of fiscal 2019 and the average yield also remained unchanged at 7.03 percent in the third quarter of fiscal 2020 as compared to the same quarter

Interest income from interest-earning deposits, primarily cash deposited at the Federal Reserve Bank of San Francisco, was $186,000 in the third quarter of fiscal 2020, down 52 percent from

attributable to a lower average yield, partly offset by a higher average balance.

The average investment securities yield decreased 134 basis points to 1.22 percent in the first quarter of fiscal 2021 from 2.56 percent in the same quarter of fiscal

The decrease in the average investment securities yield was primarily attributable to investment securities purchases at a lower average yield, a higher premium amortization between the quarters ($357,000 vs.

$130,000) and the downward

repricing of adjustable rate mortgage-backed securities.

The average balance of investment securities increased $60.3 million, or 63 percent, to $156.2 million in the first quarter of fiscal 2021 from $95.9 million in the same quarter of fiscal 2020.

The increase in the average balance of investment securities was primarily attributable to the investment purchases, partly offset by scheduled and accelerated principal payments on mortgage-backed securities.

The FHLB – San Francisco cash dividend received in the first quarter of fiscal 2021 was $100,000, down $43,000 or 30 percent from the same quarter of fiscal 2020.

The average balance of FHLB – San

Francisco stock in the first quarter of fiscal 2021 decreased slightly to $8.0 million from $8.2 million in the same quarter of fiscal 2020 and the average yield decreased to 5.02 percent in the first quarter of fiscal 2021 from 6.98 percent in the

same quarter last year.

Interest income from interest-earning deposits, primarily cash deposited at the Federal Reserve Bank of San Francisco, was $24,000 in the first quarter of fiscal 2021, down 90 percent from $246,000

in the same quarter of fiscal 2020.

The decrease was primarily due to a lower average yield and, to a lesser extent, a lower average balance.

The average yield earned on interest-earning deposits decreased 120 basis points to 1.20 percent in

the third quarter of fiscal 2020 from 2.40 percent in the comparable quarter last year, due primarily to decreases in the targeted Federal Funds Rate over last year.

The average balance of the interest-earning deposits in the third quarter of fiscal

2020 was $61.9 million, a decrease of $2.5 million or four percent, from $64.4 million in the same quarter of fiscal 2019.

For the Nine Months Ended March 31, 2020 and 2019.

Total interest income decreased by $844,000, or three percent, to $32.7 million for the first nine months

of fiscal 2020 from $33.6 million in the same period of fiscal 2019.

The decrease was primarily due to decreases in interest income from loans receivable, interest-earning deposits and cash dividends received from FHLB – San Francisco stock, partly

offset by an increase in interest income from investment securities.

Loans receivable interest income (including loans held for sale in the first nine months of fiscal 2019) decreased $499,000, or two percent, to $30.0 million in the first nine months of fiscal 2020

from $30.5 million for the same period of fiscal 2019.

The decrease was attributable to a lower average loan balance, partly offset by a higher average loan yield in the first nine months of fiscal 2020 in comparison to the same period last

The average balance of loans receivable decreased $19.1 million, or two percent, to $922.2 million for the first nine months of fiscal 2020 from $941.3 million in the same period of fiscal 2019.

The average loan yield during the first nine

months of fiscal 2020 increased two basis points to 4.34 percent from 4.32 percent in the same period last year.

The increase in the average yield on loans receivable was primarily attributable to $623,000 of net deferred loan costs that were

recognized in interest income as a result of loan payoffs and scheduled amortization and $48,000 of deferred interest payments that was recognized from one non-performing loan that was paid off in the first nine months of fiscal 2020 as compared to

$823,000 of net deferred loan costs that were recognized in interest income as a result of loan payoffs and scheduled amortization and $176,000 of deferred interest payments that were recognized from three non-performing loans that were paid off in

the same period last year.

The average balance of loans held for investment increased $39.9 million, or five percent, to $922.2 million during the first nine months of fiscal 2020 from $882.3 million in the same period of

The average yield on the loans held for investment increased by four basis points to 4.34 percent in the first nine months of fiscal 2020 from 4.30 percent in the same period of fiscal 2019.

There were no loans held for sale in the first

nine months of fiscal 2020 as compared to the average balance of $59.0 million with an average yield of 4.71 percent in the same period of fiscal 2019.

Interest income from investment securities increased $278,000, or 20 percent, to $1.7 million in the first nine months of fiscal 2020 from $1.4 million for the same period of fiscal 2019.

increase was attributable to a higher average yield, partly offset by a lower average balance.

The average investment securities yield increased 60 basis points to 2.53 percent in the first nine months of fiscal 2020 from 1.93 percent in the same

period of fiscal 2019.

The increase in the average investment securities yield was primarily attributable to a lower premium amortization between the periods ($326,000 vs.

$692,000) and purchases of investment securities during the last 12 months

which had higher average yields than the existing portfolio.

The average balance of investment securities decreased $8.2 million, or nine percent, to $87.3 million in the first nine months of fiscal 2020 from $95.5 million in the same period of

The decrease in the average balance of investment securities was primarily the result of scheduled and accelerated principal payments on mortgage-backed securities, partly offset by purchases of mortgage-backed securities.

The FHLB – San Francisco cash dividend received in the first nine months of fiscal 2020 was $432,000, down 24 percent from $565,000 in the same period of fiscal 2019, primarily attributable to a

special cash dividend of $133,000 received in the first nine months of fiscal 2019 and not replicated in the same period of fiscal 2020.

As a result, the average yield decreased to 7.03 percent in the first nine months of fiscal 2020 as compared to

9.19 percent in the comparable period last year.

Interest income from interest-earning deposits, primarily cash deposited at the Federal Reserve Bank of San Francisco, was $621,000 in the first nine months of fiscal 2020, down 44 percent from

$1.1 million in the same period of fiscal 2019.

The decrease was due to a lower average yield and, to a lesser extent, a lower average balance in the first nine months of fiscal 2020 as compared to the same period last year.

The average yield

decreased 59 basis points to 1.61 percent in the first nine months of fiscal 2020 from 2.20 percent in the comparable period last year, due primarily to the decreases in the targeted Federal Funds Rate over last year.

The average balance of the

interest-earning deposits in the first nine months of fiscal 2020 was $50.6 million, a decrease of $15.9 million or 24 percent, from $66.5 million in the same period of fiscal 2019.

The decrease was primarily due to a lower average yield, partly offset by a higher average balance.

The average yield earned on interest-earning deposits decreased 206 basis points to 0.10 percent in the first

quarter of fiscal 2021 from 2.16 percent in the comparable quarter last year, due primarily to decreases in the targeted Federal Funds Rate over the last year.

The average balance of the interest-earning deposits in the first quarter of fiscal 2021

was $93.3 million, an increase of $48.8 million or 110 percent, from $44.5 million in the same quarter of fiscal 2020.

Interest Expense:

For the Quarters Ended March 31, 2020 and 2019.

Total interest expense remained virtually unchanged at $1.5 million, increasing $19,000 for the third

quarter of fiscal 2020 as compared to the same quarter last year.

This increase was attributable to higher borrowing expense, partly offset by lower deposit expense.

Interest expense on deposits for the third quarter of fiscal 2020 was $746,000 as compared to $841,000 for the same period last year, a decrease of $95,000, or 11 percent.

The decrease in interest

expense on deposits was attributable to a lower average balance and a slightly lower average cost of deposits.

The average balance of deposits decreased $36.4 million, or four percent, to $836.9 million during the quarter ended March 31, 2020 from

$873.3 million during the same period last year.

The decrease in the average balance was primarily attributable to decreases in time deposits and, to a lesser extent, savings deposits, partly offset by an increase in checking and money market

The average cost of deposits improved, decreasing by three basis points to 0.36 percent during the third quarter of fiscal 2020 from 0.39 percent during the same quarter last year.

The decrease in the average cost of deposits was

attributable primarily to a lower percentage of time deposits to the total deposit balance and a two basis-point decrease in the average cost of time deposits.

Strategically, the Corporation has been promoting transaction accounts and competing less

aggressively for time deposits.

The average balance of transaction accounts to total deposits in the third quarter of fiscal 2020 was 78 percent, compared to 75 percent in the same period of fiscal 2019.

Interest expense on borrowings, consisting primarily of FHLB – San Francisco advances, for the third quarter of fiscal 2020 increased $114,000, or 17 percent, to $794,000 from $680,000 for the same

For the Quarter Ended September 30, 2020 and 2019.

Total interest expense decreased by $143,000 or 10 percent to $1.4 million in the first quarter of fiscal

2021 from $1.5 million in the same quarter last year.

This decrease was attributable to lower deposit expense, partly offset by higher borrowing expense.

Interest expense on deposits for the first quarter of fiscal 2021 was $551,000 as compared to $776,000 for the same period last year, a decrease of $225,000, or 29 percent.

The decrease in

interest expense on deposits was attributable to a lower average cost of deposits, partly offset by a higher average balance.

The average cost of deposits improved, decreasing by 13 basis points to 0.24 percent during the first quarter of fiscal 2021

from 0.37 percent during the same quarter last year.

The decrease in the average cost of deposits was attributable primarily to a lower percentage of time deposits to the total deposit balance and a 20 basis-point decrease in the average cost of

time deposits.

The average balance of deposits increased $68.5 million, or eight percent, to $899.3 million during the quarter ended September 30, 2020 from $830.8 million during the same period last year.

The increase in the average balance was

primarily attributable to an increase in the transaction accounts, partly offset by a decrease in time deposits.

Strategically, the Corporation has been promoting transaction accounts and competing less aggressively for time deposits.

balance of transaction accounts to total deposits in the first quarter of fiscal 2021 was 81 percent, compared to 77 percent in the same period of fiscal 2020.

Interest expense on borrowings, consisting primarily of FHLB – San Francisco advances, for the first quarter of fiscal 2021 increased $82,000, or 11 percent, to $802,000 from $720,000 for the same

period last year.

1 unchanged sentence

The average balance of borrowings increased $29.1 million, or 26 percent, to $140.7 million during

the quarter ended March 31, 2020 from $105.8 million during the same period last year.

The average cost of borrowings decreased 17 basis points to 2.44 percent for the quarter ended March 31, 2020 from 2.61 percent in the same quarter last year.

decrease in the average cost of borrowings was primarily due to new long-term borrowings obtained during the first quarter of fiscal 2020 with a lower interest rate than the weighted average interest rate of all other borrowings.

For the Nine Months Ended March 31, 2020 and 2019.

Total interest expense decreased $155,000, or three percent, to $4.6 million in the first nine months of

fiscal 2020 from $4.8 million in the same period last year.

This decrease was attributable primarily to lower deposit expense, partly offset by higher borrowing expense.

Interest expense on deposits for the first nine months of fiscal 2020 was $2.3 million as compared to $2.6 million in the same period last year, a decrease of $315,000 or 12 percent.

in interest expense on deposits was primarily attributable to a lower average balance and, to a lesser extent, a lower average cost of deposits.

The average balance of deposits decreased $54.9 million, or six percent, to $833.7 million during the

nine months ended March 31, 2020 from $888.7 million during the same period last year.

The decrease in the average balance was primarily attributable to a decrease in time deposits and, to a

lesser extent, savings deposits, partly offset by an increase in checking and money market deposits.

The average cost of deposits decreased two basis points to 0.37 percent during the first nine

months of fiscal 2020 from 0.39 percent during the same period last year.

The decrease in the average cost of deposits was attributable primarily to a lower percentage of time deposits to the total deposit balance, partly offset by a two basis-point

increase in the average cost of time deposits.

The average balance of transaction accounts to total deposits in the first nine months of fiscal 2020 was 78 percent, compared to 74 percent in the same period of fiscal 2019.

Interest expense on borrowings, consisting primarily of FHLB – San Francisco advances, for the first nine months of fiscal 2020 increased $160,000, or seven percent, to $2.3 million from $2.2

million in the same period last year.

The increase in interest expense on borrowings was the result of a higher average balance, partly offset by a lower average cost.

The average balance of borrowings increased by $12.2 million, or 11 percent, to

$124.6 million during the nine months ended March 31, 2020 from $112.4 million during the same period last year, primarily due to the new long-term borrowings during the first quarter of fiscal 2020 at a lower average cost.

The average cost of

borrowings decreased eight basis points to 2.48 percent for the nine months ended March 31, 2020 from 2.56 percent in the same period last year.

The following tables present the average balance sheets for the quarter and nine months ended March 31, 2020 and 2019, respectively:

the quarter ended September 30, 2020 from $111.6 million during the same period last year.

The average cost of borrowings decreased 30 basis points to 2.26 percent for the quarter ended September 30, 2020 from 2.56 percent in the same quarter last

The decrease in the average cost of borrowings was primarily due to new long-term borrowings obtained at a lower interest rate than prior borrowings, reflecting the decline in market rates over the last year.

The following tables present the average balance sheets for the quarter ended September 30, 2020 and 2019, respectively:

Average Balance Sheets

Quarter Ended

March 31, 2020

September 30, 2020

Quarter Ended

March 31, 2019

(Dollars In Thousands)

Interest-earning assets:

Loans receivable, net (1)

Investment securities

FHLB – San Francisco stock

Interest-earning deposits

Total interest-earning assets

Non interest-earning assets

Interest-bearing liabilities:

Checking and money market accounts (2)

Savings accounts

Time deposits

Total deposits

Total interest-bearing liabilities

Non interest-bearing liabilities

Total liabilities

Stockholders’ equity

Total liabilities and stockholders’ equity

Net interest income

Interest rate spread (3)

Net interest margin (4)

Ratio of average interest-earning assets to

average interest-bearing liabilities

Return (loss) on average assets

Return (loss) on average equity

Includes loans held for sale foe the quarter ended March 31, 2019 and non-performing loans, as well as net deferred loan cost amortization of $451 and $179 for the quarter ended March 31,

2020 and 2019, respectively.

The average balance of loans held for sale was $0 and $39.5 million during the quarter ended March 31, 2020 and 2019, respectively.

Includes the average balance of non interest-bearing checking accounts of $85.6 million and $83.1 million during the quarter ended March 31, 2020 and 2019, respectively.

Represents the difference between the weighted-average yield on all interest-earning assets and the weighted-average rate on all interest-bearing liabilities.

Represents net interest income before provision (recovery) for loan losses as a percentage of average interest-earning assets.

Nine Months Ended

March 31, 2020

Nine Months Ended

March 31, 2019

September 30, 2019

(Dollars In Thousands)

23 unchanged sentences

Return on average equity

Includes loans held for sale for the nine months ended March 31, 2019 and non-performing loans, as well as net deferred loan cost amortization of $623 and $823 for the nine months ended

March 31, 2020 and 2019, respectively.

The average balance of loans held for sale was $0 and $59.0 million during the nine months ended March 31, 2020 and 2019, respectively.

Includes the average balance of non interest-bearing checking accounts of $83.7 million and $82.7 million during the nine months ended March 31, 2020 and 2019, respectively.

Includes non-performing loans, as well as net deferred loan cost amortization of $466 thousand and $160 thousand for the quarter ended September 30, 2020 and 2019, respectively.

Includes the average balance of non interest-bearing checking accounts of $115.8 million and $81.3 million during the quarter ended September 30, 2020 and 2019, respectively.

Represents the difference between the weighted-average yield on all interest-earning assets and the weighted-average rate on all interest-bearing liabilities.

Represents net interest income before provision (recovery) for loan losses as a percentage of average interest-earning assets.

The following tables set forth the effects of changing rates and volumes on interest income and expense for the quarter and nine months ended March 31, 2020 and 2019, respectively.

Information is

provided with respect to the effects attributable to changes in volume (changes in volume multiplied by prior rate), the effects attributable to changes in rate (changes in rate multiplied by prior volume) and the effects attributable to changes that

cannot be allocated between rate and volume.

The following tables set forth the effects of changing rates and volumes on interest income and expense for the quarter ended September 30, 2020 and 2019, respectively.

Information is provided

with respect to the effects attributable to changes in volume (changes in volume multiplied by prior rate), the effects attributable to changes in rate (changes in rate multiplied by prior volume) and the effects attributable to changes that cannot

be allocated between rate and volume.

Rate/Volume Variance

Quarter Ended March 31, 2020 Compared

To Quarter Ended March 31, 2019

Quarter Ended September 30, 2020 Compared

To Quarter Ended September 30, 2019

Increase (Decrease) Due to

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Net (decrease) increase in net interest income

Includes loans held for sale for the quarter ended March 31, 2019 and non-performing loans.

For purposes of calculating volume, rate and rate/volume variances, non-performing loans were

included in the weighted-average balance outstanding.

Nine Months Ended March 31, 2020 Compared

To Nine Months Ended March 31, 2019

Increase (Decrease) Due to

(In Thousands)

Interest-earning assets:

Loans receivable (1)

Investment securities

FHLB – San Francisco stock

Interest-bearing deposits

Total net change in income on interest-earning assets

Interest-bearing liabilities:

Checking and money market accounts

Savings accounts

Time deposits

Total net change in expense on interest-bearing liabilities

Net increase (decrease) in net interest income

Includes loans held for sale for the nine months ended March 31, 2019 and non-performing loans.

For purposes of calculating volume, rate and rate/volume variances, non-performing

loans were included in the weighted-average balance outstanding.

Provision (Recovery) for Loan Losses:

For the Quarters Ended March 31, 2020 and 2019.

During the third quarter of fiscal 2020, the Corporation recorded a provision for loan losses of $874,000,

as compared to a provision of $4,000 in the same period of fiscal 2019.

The increase in provision for loan losses during this quarter was primarily attributable to a qualitative component established in our allowance for loan losses methodology in

response to the deteriorating economic conditions and probable loan losses driven by the impact of COVID-19 pandemic on the U.S.

and global economies.

Non-performing loans, net of the allowance for loan losses and fair value adjustments decreased 42

percent to $3.6 million at March 31, 2020 from $6.2 million at June 30, 2019 and $6.1 million at March 31, 2019.

Net loan recoveries in the third quarter of fiscal 2020 were $15,000 or 0.01 percent (annualized) of average loans receivable, unchanged

from the same quarter of fiscal 2019.

Total classified loans, net of the allowance for loan losses and fair value adjustments, were $15.1 million at March 31, 2020 as compared to $16.2 million at June 30, 2019 and $14.8 million at March 31, 2019.

Classified loans net of the allowance for loan losses and fair value adjustments at March 31, 2020 were comprised of $11.4 million of loans in the special mention category and $3.7 million of loans in the substandard category as compared to $8.6

million of loans in the special mention category and $7.6 million of loans in the substandard category at June 30, 2019.

For the Nine Months Ended March 31, 2020 and 2019.

During the first nine months of fiscal 2020, the Corporation recorded a provision for loan losses of

$671,000, as compared to a recovery of $450,000 in the same period of fiscal 2019.

The provision for loan losses in the first nine months of fiscal 2020 was primarily attributable to a qualitative component established in our allowance for loan

losses methodology in response to the deteriorating economic conditions and probable loan losses driven by the impact of COVID-19 pandemic on the U.S.

and global economies.

Net loan recoveries in the first nine months of fiscal 2020 were $63,000 or

0.01 percent (annualized) of average loans receivable, as compared to net loan recoveries of $145,000 or 0.02 percent (annualized) of average loans receivable in the same period of fiscal 2019.

For the Quarter Ended September 30, 2020 and 2019.

During the first quarter of fiscal 2021, the Corporation recorded a provision for loan losses of

$220,000, as compared to a recovery from the allowance for loan losses of $181,000 in the same period of fiscal 2020.

The increase in provision for loan losses during this quarter was primarily attributable to an increase in the qualitative component

established in our allowance for loan losses methodology in response to the deteriorating economic conditions and probable loan losses, including the potential effects from higher forecasted unemployment rates and lower gross domestic product, as

well as the impact on other economic conditions on the U.S.

and global economies from COVID-19.

Non-performing loans, net of the allowance for loan losses and fair value adjustments decreased eight percent to $4.5 million at September 30, 2020 from $4.9 million at June 30, 2020 and $5.2

million at September 30, 2019.

Net loan recoveries in the first quarter of fiscal 2021 were $5,000 or 0.00 percent (annualized) of average loans receivable, as compared to net loan recoveries of $34,000 or 0.02 percent (annualized) of average loans

receivable in the same quarter of fiscal 2020.

Total classified loans, net of the allowance for loan losses and fair value adjustments, were $10.6 million at September 30, 2020 as compared to $14.1 million at June 30, 2020 and $13.0 million at

September 30, 2019.

Classified loans net of the allowance for loan losses and fair value adjustments at September 30, 2020 were comprised of $6.0 million of loans in the special mention category and $4.6 million of loans in the substandard category

as compared to $8.6 million of loans in the special mention category and $5.5 million of loans in the substandard category at June 30, 2020.

The allowance for loan losses was determined through quantitative and qualitative adjustments including the Bank's charge-off experience and reflects the impact on loans held for investment from

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See related discussion of “Asset Quality.”

At March 31, 2020, the allowance for loan losses was $7.8 million, comprised of collectively evaluated allowances of $7.7 million and individually evaluated allowances of $51,000;

in comparison to

the allowance for loan losses of $7.1 million at June 30, 2019, comprised of collectively evaluated allowances of $7.0 million and individually evaluated allowances of $130,000.

At September 30, 2020, the allowance for loan losses was $8.5 million, comprised of collectively evaluated allowances of $8.4 million and individually evaluated allowances of $84,000;

in comparison

to the allowance for loan losses of $8.3 million at June 30, 2020, comprised of collectively evaluated allowances of $8.2 million and individually evaluated allowances of $100,000.

The allowance for loan losses as a percentage of gross loans held for

investment was 0.85 percent at March 31, 2020 as compared to 0.80 percent at June 30, 2019.

Management considers, based on currently available information, the allowance for loan losses sufficient to absorb potential losses inherent in loans held for

investment was 0.95 percent at September 30, 2020 as compared to 0.91 percent at June 30, 2020.

Management considers, based on currently available information, the allowance for loan losses sufficient to absorb potential losses inherent in loans held

for investment.

For further analysis on the allowance for loan losses, see Note 5 of the Notes to Unaudited Interim Condensed Consolidated Financial Statements.

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Non-Interest Income:

For the Quarters Ended March 31, 2020 and 2019.

Total non-interest income decreased $2.0 million, or 64 percent, to $1.1 million for the quarter ended March

31, 2020 from $3.1 million for the same period last year.

The decrease was primarily attributable to a decrease in the gain on sale of loans.

The net gain on sale of loans decreased $1.7 million, or 99 percent, to a net gain of $14,000 for the third quarter of fiscal 2020 from a net gain of $1.7 million in the same quarter of fiscal

The net gain in the third quarter of fiscal 2020 was primarily attributable to an accrual recovery of loan sale premium refunds from the early payoff of loans previously sold.

There was no loan sale volume in the third quarter of fiscal 2020

consistent with the Corporation’s scaling back of the origination of saleable single-family mortgage loans, as compared to $95.8 million in the quarter ended March 31, 2019 with an average loan sale margin of 1.79 percent.

For the Nine Months Ended March 31, 2020 and 2019.

Total non-interest income decreased $7.7 million, or 69 percent, to $3.5 million for the nine months

ended March 31, 2020 from $11.2 million for the same period last year.

The decrease was primarily attributable to a decrease in the gain on sale of loans.

The net gain on sale of loans decreased $7.2 million, or 102 percent, to a net loss of $115,000 for the first nine months of fiscal 2020 from a net gain of $7.1 million in the same period of fiscal

The net loss in the first nine months of fiscal 2020 was primarily attributable to loan sale premium refunds from the early payoff of loans previously sold.

There was no loan sale volume in the first nine months of fiscal 2020, as compared to

$408.9 million during the nine months ended March 31, 2019 with an average loan sale margin of 1.73 percent.

For the Quarter Ended September 30, 2020 and 2019.

Total non-interest income increased $89,000, or eight percent, to $1.2 million for the quarter ended

September 30, 2020 from $1.1 million for the same period last year.

The increase was primarily attributable to an increase in loan servicing fees, partly offset by a decrease in deposit account fees.

Loan servicing and other fees increased $272,000 or 205 percent to $405,000 in the first quarter of fiscal 2021 from $133,000 in the same quarter last year.

The increase was due primarily to an

increase in prepayment fees resulting from higher loan payoffs, particularly in multi-family loans.

Deposit account fees decreased $137,000 or 31 percent to $310,000 in the first quarter of fiscal 2021 from $447,000 in the same quarter last year.

The decrease was due primarily to certain fees

that were waived related to accounts impacted by the COVID-19 pandemic and reduced transactions reflecting changes in spending habits due to the COVID-19 pandemic.

Non-Interest Expense:

For the Quarters Ended March 31, 2020 and 2019.

Total non-interest expense in the quarter ended March 31, 2020 was $7.5 million, a decrease of $5.5 million,

or 42 percent, as compared to $13.0 million in the quarter ended March 31, 2019.

The decrease was primarily attributable to scaling back the origination of saleable single-family mortgage loans resulting in significant reductions in salaries and

employee benefits expenses due to lower incentive compensation and staff reductions and lower premises and occupancy expenses due to the closing of loan production offices, as well as reductions in other related expenses.

Salaries and employee benefits expense decreased $4.3 million, or 47 percent, to $5.0 million in the third quarter of fiscal 2020 from $9.3 million in the same period of fiscal 2019.

was due primarily to lower salaries and employee benefits expenses resulting from fewer employees and incentive payments consistent with the scaling back of saleable single-family mortgage loan originations.

The salaries and employee benefits expense

in the third quarter of fiscal 2019 includes approximately $4.3 million of salaries and employee benefits expenses related to the staffing associated with saleable single-family loan originations, which includes $1.5 million of one-time costs

associated with staff reductions.

Total loan originations and purchases decreased $125.9 million, or 81 percent, to $28.8 million in the third quarter of fiscal 2020 from $154.7 million in the same quarter of fiscal 2019.

Total full-time equivalent

employees (“FTE”) were 183 at March 31, 2020, down 115 FTE or 39 percent from 298 FTE at March 31, 2019.

Premises and occupancy expenses decreased $441,000, or 34 percent, to $845,000 in the third quarter of fiscal 2020 from $1.3 million in the same quarter of fiscal 2019.

The decrease in premises

and occupancy expenses was due primarily to the closure of 10 loan production offices and one retail banking center.

Other non-interest expenses decreased $324,000, or 29 percent, to $798,000 in the third quarter of fiscal 2020 from $1.1 million in the same quarter of fiscal 2019.

The decrease in other

non-interest expenses was primarily attributable to lower loan origination expenses consistent with the scaling back of saleable single-family loan originations.

For the Nine Months Ended March 31, 2020 and 2019.

Total non-interest expense in the nine months ended March 31, 2020 was $22.3 million, a decrease of $13.3

million or 37 percent, as compared to $35.6 million in the same period ended March 31, 2019.

The decrease was primarily due to decreases in salaries and employee benefits expense, premises and occupancy expenses and other non-interest expense.

Salaries and employee benefits expense decreased $9.8 million, or 40 percent, to $15.0 million in the first nine months of fiscal 2020 from $24.8 million in the same period of fiscal 2019.

decrease was due primarily to lower salaries and employee benefits expenses resulting from fewer employees and incentive payments consistent with the scaling back of saleable single-family mortgage loan originations.

The salaries and employee

benefits expense in the first nine months of fiscal 2019 includes approximately $10.6 million of salaries and employee benefits expenses related to the staffing associated with saleable single-family loan originations, which includes $1.5 million of

one-time costs associated with staff reductions.

Total loan originations and purchases decreased $369.5 million, or 64 percent, to $203.9 million in the first nine months of fiscal 2020 from $573.4 million in the comparable period of fiscal 2019.

Premises and occupancy expenses decreased $1.3 million, or 33 percent, to $2.6 million in the first nine months of fiscal 2020 from $3.9 million in the same period of fiscal 2019.

expense decreased $478,000, or 36 percent, to $855,000 in the first nine months of fiscal 2020 from $1.3 million in the same period of fiscal 2019.

The decrease in both premises and occupancy expenses and equipment expense was due primarily to the

closure of 10 loan production offices and one retail banking center.

Deposit insurance premiums and regulatory assessments decreased $364,000, or 79 percent, to $97,000 in the first nine months of fiscal 2020 from $461,000 in the same period of fiscal 2019.

decrease was due primarily to a small bank assessment credit awarded by the FDIC in September 2019 which reduced assessment fees for the first nine months of fiscal 2020.

Other non-interest expenses decreased $892,000, or 29 percent, to $2.2 million in the first nine months of fiscal 2020 from $3.1 million in the same period of fiscal 2019.

The decrease in other

non-interest expenses was primarily attributable to lower loan origination expenses consistent with the scaling back of saleable single-family loan originations.

In addition, a $296,000 partial reversion of a previously recognized legal settlement

(see Part II, Item 1- Legal Proceedings) was recorded during the nine months ended March 31, 2020.

For the Quarter Ended September 30, 2020 and 2019.

Total non-interest expense in the quarter ended September 30, 2020 was $7.0 million, a decrease of

$253,000, or three percent, as compared to $7.2 million in the quarter ended September 30, 2019.

The decrease was primarily attributable to a decrease in salaries and employee benefits expenses, partly offset by higher deposit insurance premiums and

regulatory assessment expenses and other operating expenses.

Salaries and employee benefits expense decreased $542,000, or 11 percent, to $4.4 million in the first quarter of fiscal 2021 from $5.0 million in the same period of fiscal 2020.

The decrease was

due primarily to fewer employees and lower employee bonus and other incentive payments.

Total loan originations and purchases decreased $45.4 million, or 49 percent, to $48.0 million in the first quarter of fiscal 2021 from $93.4 million in the same

quarter of fiscal 2020.

Total full-time equivalent employees (“FTE”) were 163 at September 30, 2020, down 25 FTE or 13 percent from 188 FTE at September 30, 2019.

Deposit insurance premiums and regulatory assessment expenses were $134,000 in the first quarter of fiscal 2021, in contrast to a recovery/credit of $16,000 in the same quarter of fiscal 2020.

increase was due primarily to FDIC insurance premium credits applied in the first quarter of fiscal 2020, which were not replicated in the first quarter of fiscal 2021.

Other non-interest expenses increased $116,000, or 20 percent, to $703,000 in the first quarter of fiscal 2021 from $587,000 in the same quarter of fiscal 2020.

The increase in other non-interest

expenses was primarily attributable to the $296,000 reversion of litigation expenses in the first quarter of fiscal 2020, which was not replicated this quarter, partly offset by reduced expenses reflecting lower loan originations and purchases.

Provision (Benefit) for Income Taxes:

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are fluctuations in the effective income tax rate from period to period based on the relationship of net permanent differences to income before tax.

For the Quarters Ended March 31, 2020 and 2019.

The Corporation’s income tax provision was $467,000 for the third quarter of fiscal 2020, in contrast to an

income tax benefit of $189,000 in the same quarter last year.

The effective income tax rate for the quarter ended March 31, 2020 was 28.97% and the effective income tax benefit for the quarter ended March 31, 2019 was 55.59%.

The Corporation believes

that the effective income tax rate applied in the third quarter of fiscal 2020 reflects its current income tax obligations.

For the Nine Months Ended March 31, 2020 and 2019.

The Corporation’s provision for income taxes was $2.6 million for the first nine months of fiscal 2020,

up 106 percent from the $1.2 million provision for income taxes in the same period last year.

The increase was attributable to higher income before income taxes in the first nine months of fiscal 2020 in comparison to the same period last year.

effective income tax rate for the nine months ended March 31, 2020 and 2019 was 29.49% and 25.42%, respectively.

The Corporation believes that the effective income tax rate applied in the first nine months of fiscal 2020 reflects its current income

tax obligations.

For the Quarter Ended September 30, 2020 and 2019.

The Corporation’s income tax provision was $635,000 for the first quarter of fiscal 2021, a 39 percent

decrease from $1.0 million in the same quarter last year, primarily reflecting lower pre-tax income.

The effective income tax rate for the quarter ended September 30, 2020 was 29.95 percent as compared to 28.73 percent for the quarter ended September

The Corporation believes that the effective income tax rate applied in the first quarter of fiscal 2021 reflects its current income tax obligations.

Asset Quality

Non-performing loans, net of the allowance for loan losses and fair value adjustments, consisting of loans with collateral located in California, was $3.6 million at March 31, 2020, down 42 percent

from $6.2 million at June 30, 2019.

Non-performing loans as a percentage of loans held for investment at March 31, 2020 was 0.40%, improving from 0.71% at June 30, 2019.

The non-performing loans at March 31, 2020 are comprised of 16 single-family

loans ($3.6 million) and one commercial business loan ($34,000).

Non-performing loans, net of the allowance for loan losses and fair value adjustments, consisting of loans with collateral located in California, was $4.5 million at September 30, 2020, down

$392,000 or eight percent from $4.9 million at June 30, 2020.

Non-performing loans as a percentage of loans held for investment at September 30, 2020 was 0.51%, improving from 0.55% at June 30, 2020.

The non-performing loans at September 30, 2020

are comprised of 17 single-family loans ($4.5 million) and one commercial business loan ($27,000).

No interest accruals were made for loans that were past due 90 days or more or if the loans were deemed non-performing.

As of March 31, 2020, total restructured loans decreased $2.0 million, or 53 percent, to $1.8 million from $3.8 million at June 30, 2019.

At March 31, 2020 and June 30, 2019, $1.8 million and $1.9

million of these restructured loans were classified as non-performing, respectively.

As of March 31, 2020, $683,000, or 39 percent, of the restructured loans have a current payment status, consistent with their modified payment terms;

this compares

to $2.4 million, or 63 percent, of restructured loans that had a current payment status, consistent with their modified payment terms as of June 30, 2019.

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

Non-performing assets, which includes non-performing loans and real estate owned, if any, decreased $2.6 million or 42 percent to $3.6 million or 0.33 percent of total assets at March 31, 2020 from

$6.2 million or 0.57 percent of total assets at June 30, 2019.

As of September 30, 2020, total restructured loans decreased $194,000, or seven percent, to $2.4 million from $2.6 million at June 30, 2020.

At both September 30, 2020 and June 30, 2020, all of

these restructured loans were classified as non-performing.

As of September 30, 2020, all of the restructured loans have a current payment status, consistent with their modified payment terms;

this compares to $1.2 million, or 44 percent, of

restructured loans that had a current payment status, consistent with their modified payment terms as of June 30, 2020.

There was no real estate owned at both September 30, 2020 and June 30, 2020.

Non-performing assets, which includes non-performing loans and real estate owned, if any, decreased $392,000 or eight percent to $4.5 million or 0.38 percent of total assets at September 30, 2020

from $4.9 million or 0.42 percent of total assets at June 30, 2020.

Restructured loans which are performing in accordance with their modified terms and are not otherwise classified non-accrual are not included in non-performing assets.

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These factors include

fluctuations in interest rates and the availability of loans to potential

purchasers, changes in tax laws and other governmental statutes, regulations and policies and acts of nature, such as earthquakes, fires and national disasters particular to California where

substantially all of the Corporation’s real estate collateral is located.

If real estate values decline, the value of the real estate collateral securing the Corporation’s loans as set forth in the table could be significantly overstated.

Corporation’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.

The Corporation generally does not update the

loan-to-value ratio (“LTV”) on its loans held for investment by obtaining new appraisals or broker price opinions (nor does the Corporation intend to do so in the future as a result of the costs and inefficiencies associated with completing the task)

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

fluctuations in interest rates and the availability of loans to potential purchasers, changes in tax laws and other governmental statutes, regulations and policies and acts of nature, such as earthquakes, fires and national disasters particular to

California where substantially all of the Corporation’s real estate collateral is located.

If real estate values decline, the value of the real estate collateral securing the Corporation’s loans as set forth in the table could be significantly

The Corporation’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.

The Corporation generally does not

update the loan-to-value ratio on its loans held for investment by obtaining new appraisals or broker price opinions (nor does the Corporation intend to do so in the future as a result of the costs and inefficiencies associated with

completing the task) unless a specific loan has demonstrated deterioration in which case individually evaluated allowances are established, if required.

The following table sets forth information with respect to the Corporation’s non-performing assets, net of allowance for loan losses and fair value adjustments, at the dates

(In Thousands)

At September 30,

Loans on non-accrual status (excluding restructured loans):

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any, at the dates indicated:

At September 30,

(Dollars In Thousands)

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Total classified assets

Total classified assets as a percentage of total assets

Loan Volume Activities

The following table is provided to disclose details related to the volume of loans originated, purchased and sold for the quarter and nine months indicated:

For the Quarters Ended

For the Nine Months Ended

The following table is provided to disclose details related to the volume of loans originated and purchased for the quarter indicated:

For the Quarter Ended

September 30,

(In Thousands)

Loans originated for sale:

Retail originations

Wholesale originations

Total loans originated for sale

Servicing released

Servicing retained

Total loans sold

Loans originated for investment::

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Commercial real estate

Consumer loans

Total loans originated for investment

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Single-family

Commercial real estate

Total loans purchased for investment

Mortgage loan principal payments

(Decrease) increase in other items, net (1)

Net (decrease) increase in loans held for investment and loans

held for sale at fair value

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.

Increase in other items, net (1)

Net (decrease) increase in loans held for investment

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

Liquidity and Capital Resources

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advances, access to the discount window facility at the Federal Reserve Bank of San Francisco and access to a federal funds facility with its correspondent bank.

While maturities

and scheduled amortization of loans and investment securities are a relatively predictable source of funds, deposit flows, mortgage prepayments and loan sales are greatly influenced by general

interest rates, economic conditions and competition.

While maturities and scheduled amortization of loans and investment securities are a

relatively predictable source of funds, deposit flows, mortgage prepayments and loan sales are greatly influenced by general interest rates, economic conditions and competition.

The primary investing activity of the Corporation is the origination and purchase of loans held for investment.

During the first nine months of fiscal 2020 and 2019, the Corporation originated and

purchased loans held for investment of $203.9 million and $120.0 million, respectively.

At March 31, 2020, the Corporation had loan origination commitments totaling $3.4 million, undisbursed lines of credit totaling $1.4 million and undisbursed

During the first three months of fiscal 2021 and 2020, the Corporation originated

and purchased loans held for investment of $48.0 million and $93.4 million, respectively.

At September 30, 2020, the Corporation had loan origination commitments totaling $7.7 million, undisbursed lines of credit totaling $928,000 and undisbursed

construction loan funds totaling $3.4 million.

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The Corporation’s primary financing activity is gathering deposits.

During the first nine months of fiscal 2020, the net decrease in deposits was $5.4 million or one percent, primarily due to a

decrease in time deposits.

Time deposits decreased $7.5 million, or four percent, to $185.6 million at March 31, 2020 from $193.1 million at June 30, 2019.

At March 31, 2020, time deposits with a principal amount of $250,000 or less and scheduled to

mature in one year or less were $74.5 million and total time deposits with a principal amount of more than $250,000 and scheduled to mature in one year or less were $27.2 million.

Historically, the Corporation has been able to retain a significant

percentage of its time deposits as they mature.

During the first three months of fiscal 2021, the net increase in deposits was $11.7 million or one percent, primarily due to an

increase in transaction accounts, partly offset by a decrease in time deposits.

Time deposits decreased $9.0 million, or five percent, to $161.0 million at September 30, 2020 from $170.0

million at June 30, 2020.

At September 30, 2020, time deposits with a principal amount of $250,000 or less and scheduled to mature in one year or less were $71.4 million and total time deposits

with a principal amount of more than $250,000 and scheduled to mature in one year or less were $14.6 million.

Historically, the Corporation has been able to retain a significant percentage of its time deposits as they mature.

The Corporation must maintain an adequate level of liquidity to ensure the availability of sufficient funds to support loan growth and deposit withdrawals, to satisfy financial commitments and to

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The Corporation generally maintains sufficient cash and cash equivalents to meet short-term liquidity needs.

At March 31, 2020, total cash and cash equivalents were $84.3 million, or eight percent of

At September 30, 2020, total cash and cash equivalents were $66.5 million, or six percent of

total assets.

Depending on market conditions and the pricing of deposit products and FHLB – San Francisco advances, the Bank may rely on FHLB – San Francisco advances for part of its liquidity needs.

As of March 31, 2020, total borrowings were

As of September 30, 2020, total borrowings were

$136.0 million and the financing availability at FHLB – San Francisco was limited to 35 percent of total assets;

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Bank has secured a $165.7 million discount window facility at the Federal Reserve Bank of San Francisco, collateralized by investment securities with a fair market value of $176.2 million.

As of March 31, 2020, the Bank also has a borrowing arrangement

in the form of a federal funds facility with its correspondent bank for $17.0 million that matures on June 30, 2020 which the Bank intends to renew upon maturity.

The Bank had no advances under its correspondent bank or discount window facility as of

March 31, 2020.

As of September 30, 2020, the Bank also has a borrowing

arrangement in the form of a federal funds facility with its correspondent bank for $17.0 million that matures on June 30, 2021 which the Bank intends to renew upon maturity.

The Bank had no advances under its correspondent bank or discount window

facility as of September 30, 2020.

Regulations require thrifts to maintain adequate liquidity to assure safe and sound operations.

The Bank’s average liquidity ratio (defined as the ratio of average qualifying liquid assets to

average deposits and borrowings) for the quarter ended March 31, 2020 decreased to 14.8 percent from 20.7 percent for the quarter ended June 30, 2019.

average deposits and borrowings) for the quarter ended September 30, 2020 increased to 25.4 percent from 23.1 percent for the quarter ended June 30, 2020.

The Bank, as a federally-chartered, federally insured savings bank, is subject to the capital requirements established by the OCC.

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Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weighting and other factors.

At March 31, 2020, the Bank exceeded all regulatory capital requirements.

The Bank was categorized "well-capitalized" at March 31, 2020 under the regulations of the OCC.

As a bank holding company

registered with the Federal Reserve, Provident Financial Holdings, Inc.

At September 30, 2020, the Bank exceeded all regulatory capital requirements.

The Bank was categorized "well-capitalized" at September 30, 2020 under the regulations of the OCC.

As a bank holding

company registered with the Federal Reserve, Provident Financial Holdings, Inc.

is subject to the capital adequacy requirements of the Federal Reserve.

For a bank holding company with less than $3.0 billion in assets, the capital guidelines apply on a bank

only basis, and the Federal Reserve expects the holding company’s subsidiary bank to be well capitalized under the prompt corrective action regulations.

For a bank holding company with less than $3.0 billion in assets, the capital guidelines apply on

a bank only basis, and the Federal Reserve expects the holding company’s subsidiary bank to be well capitalized under the prompt corrective action regulations.

The Bank's actual and required minimum capital amounts and ratios at the dates indicated are as follows (dollars in thousands):

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Provident Savings Bank, F.S.B.:

As of March 31, 2020

As of September 30, 2020

Tier 1 leverage capital (to adjusted average assets)

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Total capital (to risk-weighted assets)

The dollar amounts and ratios include the capital conservation buffer consisting of 2.50% of risk-weighted assets above the required minimum levels at March 31, 2020 and June 30, 2019 for

CET1 capital, Tier 1 capital and Total capital.

In addition to the minimum CET1, Tier 1 and Total capital ratios, the Bank is required to maintain a capital conservation buffer consisting of additional CET1 capital greater than 2.5% of

risk-weighted assets above the required minimum levels in order to avoid limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses.

At March 31, 2020, the Bank was in compliance with this requirement.

Inclusive of the conservation buffer of 2.50% for CET1 capital, Tier 1 capital and Total capital ratios.

In addition to the minimum CET1, Tier 1 and Total capital ratios, the Bank must maintain a capital conservation buffer consisting of additional CET1 capital above the required minimum levels in

order to avoid limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses based on percentages of eligible retained income that could be utilized for such actions.

As of September 30, 2020, the capital

conservation buffer required a minimum of 2.50% of risk weighted assets.

The ability of the Corporation to pay dividends to stockholders depends primarily on the ability of the Bank to pay dividends to the Corporation.

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the effect thereof would cause its net worth to be reduced below the regulatory capital requirements imposed by federal regulation.

In the first nine months of fiscal 2020, the Bank paid a cash dividend of $7.5 million to the Corporation, while the

In the first three months of fiscal 2020, the Bank paid a cash dividend of $5.0 million to the Corporation, while the

Corporation paid $1.0 million of cash dividends to its shareholders.

Supplemental Information

September 30,

Loans serviced for others (in thousands)

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis