FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended . . . . . . . . . . . . December 31, 1996
-----------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________________to_________________
Commission File Number 0-28304
PROVIDENT FINANCIAL HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 33-0704889
- ------------------------------- -----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3756 Central Avenue Riverside, California 92506
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(Address of principal executive offices and zip code)
(909) 686-6060
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(Registrant's telephone number, including area code)
_____________________________________
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
(1) Yes x No
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APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Title of class: As of January 31, 1997
-------------- ----------------------
Common stock, $.01 par value 5,125,215 shares *
*Includes 385,490 shares held by employee stock ownership plan that
have not been released, committed to be released, or allocated to
participant accounts.
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PROVIDENT FINANCIAL HOLDINGS, INC.
Table of Contents
PART 1 - FINANCIAL INFORMATION
ITEM 1 - Financial Statements. The Consolidated Financial Statements of
Provident Financial Holdings, Inc. filed as a part of the report
are as follows:
Consolidated Statements of Financial Condition
as of December 31, 1996 and June 30, 1996 . . . . . . . . . . . . 1
Consolidated Statements of Operations
for the quarter and six months ended December 31, 1996 and 1995 . 2
Consolidated Statement of Changes in Stockholder's Equity
for the six months ended December 31, 1996 . . . . . . . . . . 3
Consolidated Statements of Cash Flows
for the quarter and six months ended December 31, 1996 and 1995 . 4
Selected Notes to Consolidated Financial Statements . . . . . . . 5
ITEM 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operation
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Comparison of Financial Condition at December 31 and June 30,
1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Comparison of Operating Results for the Quarter and Six Months
ended December 31, 1996 and 1995. . . . . . . . . . . . . . . . . 7
Asset Quality . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Liquidity and Capital Resources . . . . . . . . . . . . . . . . . 14
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . 16
Item 2. Changes in Securities. . . . . . . . . . . . . . . . . . . . 16
Item 3. Defaults upon Senior Securities. . . . . . . . . . . . . . . 16
Item 4. Submission of Matters to a Vote of Stockholders. . . . . . . 16
Item 5. Other Information. . . . . . . . . . . . . . . . . . . . . . 16
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . 16
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
EXHIBIT 27 - FINANCIAL DATA SCHEDULE . . . . . . . . . . . . . . . . . . . 18
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PROVIDENT FINANCIAL HOLDINGS, INC
Consolidated Statements of Financial Condition
(Unaudited)
Dollars in Thousands
December 31, June 30,
1996 1996
ASSETS
Cash $ 12,242 $ 7,031
Overnight Deposits 2,000 23,800
Investment Securities-held to maturity 56,589 27,118
Available for sale, at fair market value 625 -
Loans Receivable-net 461,545 452,945
Loans Receivable-held for sale 33,505 49,612
Accrued Interest Receivable 3,211 3,083
Real Estate Available for Sale 5,649 5,779
Federal Home Loan Bank Stock 4,732 4,590
Premises and Equipment 6,939 7,058
Prepaid Expenses and Other Assets 4,156 3,831
----------------------
TOTAL ASSETS $591,193 $584,847
======================
LIABILITIES AND STOCKHOLDERS' EQUITY
Non-interest bearing Deposits $ 1,775 $ 2,106
Interest-bearing Deposits 484,913 477,268
Borrowings 6,828 8,578
Accounts Payable and Other Liabilities 11,519 10,925
----------------------
TOTAL LIABILITIES 505,035 498,877
Preferred stock, $.01 par value; authorized
2,000,000 shares; none issued and
outstanding Common stock, $.01 par value;
authorized 15,000,000 shares; issued and
outstanding 5,125,215 at December 31, 1996
and June 30, 1996 51 51
Additional Paid-in Capital 49,759 49,742
Retained Earnings 39,791 40,129
Unearned ESOP shares (3,847) (3,952)
Unrealized gain on securities
available for sale, net of tax 404 -
-----------------------
TOTAL STOCKHOLDERS' EQUITY 86,158 85,970
-----------------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $591,193 $548,847
=======================
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PROVIDENT FINANCIAL HOLDINGS, INC
Consolidated Statements of Operations
(Unaudited)
Dollars in Thousands, Except Earnings Per Share
Three Months Ended Six Months Ended
December 31, December 31,
1996 1995 1996 1995
Interest Income
Loans $ 9,509 $ 9,986 $19,004 $19,990
Investment Securities 1,113 565 2,183 1,072
------- -------- ------- -------
Total Interest Income 10,622 10,551 21,187 21,062
Interest Expense
Deposits 5,714 6,272 11,271 12,396
Borrowings 99 313 219 741
------- ------- ------- -------
Total Interest Expense 5,813 6,585 11,490 13,137
Net Interest Income 4,809 3,966 9,697 7,925
Provision for Loan Losses 450 676 704 940
------- ------- ------- -------
Net Interest Income after
Provision for Loan Losses 4,359 3,290 8,993 6,985
Non-Interest Income
Loan Servicing and Other Fees 782 626 1,412 1,275
Gains from Sales of Loans 1,127 1,175 2,177 1,944
Other 273 333 592 589
------- ------- ------- -------
Total non-interest income 2,182 2,134 4,181 3,808
Non-interest Expenses
Salaries and employee benefits 3,061 2,701 6,159 5,222
Premises and occupancy 502 491 1,021 958
SAIF Insurance premiums 314 318 3,858 637
Telephone 93 132 200 227
Other 1,132 1,022 2,400 1,863
Total Operating and ------- ------- ------- -------
Administrative Expenses 5,102 4,664 13,638 8,907
Real Estate Operations, net 102 152 83 180
------- ------- ------- -------
Total non-interest expenses 5,204 4,816 13,721 9,087
Income (Loss) Before Taxes 1,337 608 (547) 1,706
Provision (Benefit) for Income
Taxes 559 258 (208) 843
------- ------- ------- -------
Net Income (Loss) $ 778 $ 350 $ (339) $ 863
======= ======= ======= =======
Earnings Per Share $ 0.16 N/A $ (0.07) N/A
======= ======= ======= =======
Weighted Average Shares
Outstanding 4,737,021 N/A 4,733,520 N/A
========= ======= ========= =======
Return on Assets 0.53% 0.24% (0.11%) 0.30%
Return on Equity 3.64% 3.77% (0.79%) 4.56%
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PROVIDENT FINANCIAL HOLDINGS, INC.
Consolidated Statements of Stockholders' Equity
(Unaudited)
Dollars in Thousands
For the Six Months Ended December 31, 1996 and 1995
Unrealized
Gain
Additional Unearned (loss)
Common Paid-in Retained ESOP on AFS
Shares Stock Capital Earnings Shares Securities Total
-----------------------------------------------------------------------
Balance
at
June
30,
1996 5,125,215 $51 $49,742 $40,130 $(3,952) $85,971
Release
of
ESOP
shares 17 105 122
Net loss (339) (339)
Unrealized
Gain
on
Securities
Available
for
Sale,
Net of
Tax 404 404
----------------------------------------------------------------------
Balance
at
December
31,
1996 5,125,215 $51 $49,759 $39,791 $(3,847) $404 $86,158
======================================================================
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PROVIDENT FINANCIAL HOLDINGS, INC.
Consolidated Statements of Cash Flows
(Unaudited)
Dollars in Thousands
Three Months Ended Six Months Ended
December 31, December 31,
1996 1995 1996 1995
Cash flows from operating activities:
Net income (loss) $ 778 $ 350 $ (339) $ 863
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depreciation and amortization 264 285 548 536
Amortization of loan fees 16 (35) 5 (118)
Provision for loan losses 450 676 704 940
Provision for losses on real estate 162 124 208 160
Gain on sale of loans (1,127) (1,175) (2,177) (1,944)
Increase in accounts payable
and other liabilities (1,263) 2,176 594 5,721
Increase in prepaid expenses and
other assets (605) (624) (1,219) (1,356)
Loans originated for sale (86,709) (120,923) (169,561) (214,605)
Proceeds from sale of loans 79,018 109,861 187,845 195,497
-------- -------- -------- -------
Net cash provided by (used for)
operating activities (9,017) (9,285) 16,608 (14,306)
Cash flows from financing activities:
Net increase (decrease) in NOW,
passbook and money market
deposits 15,672 3,586 15,811 2,174
Net increase (decrease) in
term deposits (4,609) (2,420) (8,497) 9,732
Repayment of Federal Home Loan
Bank Advances 0 (6,500) (1,750) (25,500)
Proceeds from Federal Home Loan
Bank Advances 0 6,500 0 12,500
Net increase (decrease) in
securities sold under
agreements to repurchase 0 0 0 (1,985)
--------- ------- ------- -------
Net cash used for financing
activities 11,063 1,166 5,564 (3,079)
Cash flows from investing activities:
Net (increase) decrease in
loans receivable (11,385) 1,857 (13,365) 7,770
Maturity of investment securities
held-to-maturity 66,832 42,790 143,445 96,302
Purchases of investment securities
held-to-maturity (59,666) (51,552) (172,917) (97,186)
Proceeds from disposal of real
estate 2,334 2,460 3,996 6,211
Purchases of premises and
equipment, net of
proceeds from sales (250) (87) (449) (195)
Other 452 (887) 529 (887)
-------- ------- -------- -------
Net cash (used for) provided
by investing activities (1,683) (5,419) (38,761) 12,015
-------- ------- -------- -------
Net (decrease) increase in
cash and cash equivalents 363 (13,538) (16,589) (5,370)
Cash and cash equivalents at
beginning of period 13,879 11,433 30,831 11,433
Cash and cash equivalents at --------- -------- -------- --------
end of period $ 14,242 $ (2,105) $ 14,242 $ 6,063
========= ======== ======== ========
Supplemental information:
Cash paid for interest 5,662 6,099 11,303 13,203
Cash paid for income taxes 0 809 0 844
Real estate acquired in
settlement of loans 2,148 510 4,261 1,184
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PROVIDENT FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996
Note 1: Basis of Presentation
The unaudited consolidated financial statements included herein reflect all
adjustments which are, in the opinion of management, necessary to present a
fair statement of the results for the interim periods presented. All such
adjustments are of a normal recurring nature. The balance sheet data at June
30, 1996 is derived from audited financial statements of Provident Financial
Holdings, Inc. (The Company). Certain information and note disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been omitted pursuant to the
rules and regulations of the Securities and Exchange Commission. It is
suggested that these consolidated financial statements be read in conjunction
with the consolidated financial statements and notes thereto included in the
Annual Report on Form 10-K for the year ended June 30, 1996 (File No. 0-28304)
of the Company. Certain amounts in the prior period's financial statements
may have been reclassified to conform to the current period's presentation.
Effective July 1, 1996 the Company adopted SFAS No. 122, Accounting for
Mortgage Servicing Rights, which amended SFAS No. 65. SFAS No. 122 requires
the Company to allocate the total cost of all mortgage loans sold, whether
originated or purchased, to mortgage servicing rights and the loans (without
the mortgage servicing rights) based on their relative fair values if it is
practicable to estimate those fair values. SFAS No. 122 is to be applied
prospectively. The adoption of this statement did not have a material impact
the Company's results of operation or financial condition, since the
overwhelming majority of loan's are sold on a servicing released basis.
Note 2: Earnings Per Share
Presentation of earnings per share is not meaningful for any periods prior to
June 30, 1996, inclusive, due to the closing of the Company's initial public
offering on June 27, 1996.
Note 3
On September 30, 1996 Federal legislation which recapitalized the Savings
Association Insurance Fund ("SAIF") through a special one-time assessment was
enacted. This special assessment, at a rate of 65.7 basis points, was based
on the company's deposits as of March 31, 1995. For the quarter ended
September 30, 1996, the Company recorded an expense of approximately $3.2
million for this special assessment. Starting in January, 1997, the amount
paid to the insurance fund has been reduced to a minimum of 6.5 basis points,
as compared to the previous minimum of 23 basis points.
Note 4
On October 10, 1996 the Company acquired certain tangible assets of Pacific
Sunbelt Mortgage (PSM) for a total consideration of $111,000. Pacific Sunbelt
Mortgage, an Orange County based mortgage company, specializes in the home
builder's market; it retains its own name but operates as a division of the
Company's mortgage banking operations.
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PAGE
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Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
Provident Financial Holdings, Inc. (the Company) is a Delaware corporation
which was organized in January, 1996 for the purpose of becoming the holding
company for Provident Savings Bank, F.S.B. (the Savings Bank) upon the
latter's conversion from a federal mutual to a federal stock savings bank (the
"Conversion"). The conversion was completed on June 27, 1996. The Company
operates primarily in one business segment - attracting customer deposits to
originate loans secured primarily by mortgages on residential real estate.
The segment includes ancillary activities related to real estate lending such
as mortgage banking and real estate development. The Savings Bank is a
federally chartered savings bank founded in 1956 whose deposits are insured by
the FDIC under the Savings Association Insurance Fund (SAIF). The Savings
Bank conducts business from its main office in Riverside, California and its
eight branch offices. Through the operations of its Profed Mortgage Division
(Profed), the Savings Bank has expanded its retail lending market to include a
larger portion of Southern California and Southern Nevada. Profed operates
four offices within the Savings Bank's retail branch facilities and seven
free-standing loan production offices, two of which include wholesale loan
departments.
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 Company. The information contained in this
section should be read in conjunction with the Consolidated Financial
Statements and accompanying Selected Notes to Consolidated Financial
Statements. The operating results of the Company depend primarily on its net
interest income, its non-interest income (principally from mortgage banking
activities) and its non-interest expense. Net interest income is the
difference between the income the Company receives on its loan and investment
portfolio and its cost of funds, which consist of interest paid on deposits
and borrowings. Non-interest income is comprised of income from mortgage
banking activities, gain on the occasional sale of assets and miscellaneous
fees and income. The contribution of mortgage banking activities to the
Company's results of operations is highly dependent on the demand for loans by
borrowers and investors, and therefore the amount of gain on sale of loans may
vary significantly from period to period as a result of changes in market
interest rates and the local and national economy. The Company's
profitability is also affected by the level of non-interest expense.
Non-interest expenses include compensation and benefits, occupancy and
equipment expenses, deposit insurance premiums, data servicing expenses, and
other operating costs. The Savings Bank incurred a one-time assessment of
$3.2 million to recapitalize the SAIF during the quarter ended September 30,
1996. Non-interest expenses related to mortgage banking activities include
compensation and benefits, occupancy and equipment expenses, telephone and
other operating costs, all of which are related to the volume of loans
originated. The Company's results of operations may be adversely affected
during periods of reduced loan demand to the extent that non-interest expenses
associated with mortgage banking activities are not reduced commensurate with
the decrease in loan originations.
Comparison of Financial Condition at December 31 and June 30, 1996
Total assets increased by $6.4 million, or 1.1% from $584.8 million at June
30, 1996 to $591.2 million at December 31, 1996. This increase was chiefly
the result of an $8.6 million, or 1.9% increase in Loans Receivable-net from
$452.9 at June 30, 1996 to $461.5 at December 31, 1996 as the company
leveraged its net worth by directing a larger percentage of loan originations
to its portfolio. This expansion was funded by an increase in deposits, which
rose by $7.3 million (1.5%) to $486.7 million at December 31, 1996 from $479.4
million at June 30, 1996. This increase in deposits was the result of
management's decision to increase specific account maturity ranges.
Investment Securities-held to maturity increased $29.5 million, or 108.7%, to
$56.6 million at December 31, 1996 from $27.1 million at June 30, 1996. This
increase was a result of a portion of the proceeds of the initial public
offering (completed on June 27, 1996) shifting from Overnight Deposits; this
latter category declined $21.8 million, or 91.6% from $23.8 million at June
30, 1996 to $2.0 million at December 31, 1996.
Investment Securities Available for Sale increased to $625,000 at December 31,
1996 from $0 at June 30, 1996 as the result of management's election to
reclassify the Company's holdings of FHLMC and FNMA stock.
Loan Receivable-held for sale declined $16.1 million (32.5%), from $49.6
million at June 30, 1996, to $33.5 million at December 31, 1996. This decline
was the result of reduced loan demand in the Company's lending territory and
the seasonality of such demand. Proceeds from this decline were used to
increase the Company's holdings of cash and investment securities.
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<PAGE>
Comparison of Operating Results for the Three and Six Months ended December
31, 1996 and 1995
The company's net earnings for the three months ended December 31, 1996 and
1995 were $778,000 and $350,000, respectively, while for the six months ended
December 31, 1996 and 1995 the Company recorded a net loss of $339,000 and net
earnings of $863,000, respectively. The six month period in 1996 included a
charge of $3.2 million ($1.9 million after tax) for the assessment resulting
from the recapitalization of the Savings Association Insurance Fund (SAIF).
Without this special one-time assessment, the Company would have reported net
earnings of $1.6 million for the six months ended December 31, 1996. Earnings
per share were $0.16 per share for the quarter ended December 31, 1996 and
($0.07) per share for the six months ended December 31, 1996 ($0.33 per share
without the SAIF assessment). Since the company converted to a stock charter
at the end of June, 1996, earnings per share for periods prior to this date
are not meaningful. Year-to-year operating results were primarily affected
by an increase in net interest income tempered in part by increases in
compensation and other operating and administrative expenses. The Company's
net interest margin increased to 3.42% for the quarter ended December 31, 1996
compared to 2.86% for the quarter ended December 31, 1995. Net interest
income increased $843,000 for the 1996 quarter, or 21.3%, and $1.8 million for
the 1996 six month period, or 22.4%, compared to the same period in 1995.
This increase was due in large part to the completion of the initial public
offering on June 27, 1996 which increased the Company's balance of net
interest earning assets for both the 1996 quarter, $39.1 million, and six
month period, $49.2 million, compared to the respective prior year periods.
In addition, the Company continued to benefit from a reduction in rates paid
on interest-bearing liabilities.
Interest Income. Interest income increased by $71,000 (0.7%) to $10.6 million
for the quarter ended December 31, 1996 from $10.5 million for the similar
quarter last year. However, the average yield on interest earning assets
declined to 7.55% for the quarter ended December 31, 1996 from 7.61% for the
similar period last year. This decline resulted from the investment of
conversion proceeds into lower yielding short term (i.e. one-to three-year)
government and agency securities in order to retain sufficient liquidity for
any possible acquisitions. The average balance of investment securities,
interest-bearing deposits and FHLB stock increased $36.9 million, or 86.0%,
(representing essentially the proceeds from the conversion) for the quarter
ended December 31, 1996 and interest income from these investments rose by
$548,000 (97.0%) compared to the same period last year. The average rate on
investment securities rose by 3 basis points to 5.79% for the 1996 quarter
compared to 5.76% for the 1995 quarter. The average yield on interest bearing
deposits rose from 4.07% for the quarter ended December 31, 1995 to 4.41% for
the quarter ended December 31, 1996 as a result of an increase in the level of
Fed Fund rates. Earnings on FHLB stock increased by $15,000 for the quarter,
the result of an increase in the average yield from 5.27% for the 1995 quarter
compared to 6.29% for the 1996 quarter.
Loan interest income declined by $477,000, or 4.8%, to $9.5 million in the
quarter ended December 31, 1996 compared to $10.0 million for the quarter
ended December 31 ,1995. The majority of this decline is attributable to a
reduction in the level of loans receivable-net, including loans held for sale.
Beginning in the quarter ended December 31, 1996, management has undertaken a
program to increase the level of portfolio loans. The recent rise in
long-term interest rates is reflected in the 7 basis point rise in yield to
7.87% for the quarter ended December 31, 1996 from 7.80% in the same period
last year.
For the six months ended December 31, 1996, interest income rose by $125,000,
or 0.6%, to $21.2 million from $21.1 million for the quarter ended December
31, 1995. Principally as a result of a reduction in the yield curve and the
investment of conversion proceeds in lower yielding and shorter term
investment securities, the average yield on earning assets fell to 7.50% in
the first half of fiscal 1997 compared to 7.73% in the first half of fiscal
1996. Average loans receivable, including those held for sale, declined to
$485.4 million for the six months ended December 31, 1996 compared to $507.6
million for the six months ended December 31,1995, while the yield declined to
7.83% from 7.88%, respectively. The average balance of investment securities,
interest-bearing deposits, and FHLB stock increased by $41.9 million, or
111.4%, to $79.5 million, while the interest income from those investments
increased $1.1 million, or 103.6%, to $2.2 million in the six months ended
December 31, 1996. The average yield on investment securities held to
maturity declined 145 basis points to 5.64% in the six months ended December
31, 1996 compared to 7.09% for the six months ended December 31, 1995,
reflecting the investment of a portion of the conversion proceeds in lower
yielding investment securities as well as a tightening of the yield curve.
Interest Expense. Interest expense for the quarter ended December 31, 1996
was $5.8 million compared to $6.6 million for the comparable period in 1995, a
decrease of $772,000, or 11.7%. Interest expense for the six months ended
December 31, 1996 totaled $11.5 million compared to $13.1 for the similar
period one year ago, a decrease of $1.6 million, or 12.5%. These decreases
are attributable to a decrease in average interest-bearing liabilities,
particularly FHLB advances, and a decline in the rates paid on those balances.
Average deposits declined $17.8 million, or 3.6%, during the quarter compared
to the prior year and $12.6 million,
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or 2.6%, for the semi-annual period while the rate paid on deposits declined
from 5.04% during the quarter ended December 31, 1995 to 4.76% during the
similar quarter in 1996 and from 5.00% to 4.70% during the two semi-annual
periods. FHLB advances averaged $20.1 million during the quarter ended
December 31, 1995 compared to $7.0 million for the quarter ended December 31,
1996 and $23.3 million compared to $7.4 million during the respective six
month periods. The volume reductions on FHLB advances resulted in a
$214,000, or 68.4%, decrease in related interest expense for the quarter
compared to the prior year and a $501,000, or 69.6%, decrease for the six
month period. The average rate paid on these advances declined from 6.24% for
the quarter ended December 31, 1995 to 5.65% in the same quarter in 1996 and
from 6.13% for the six months ended December 31, 1995 to 5.96% for the same
period in 1996. The declines in FHLB advances reflect management's decision
not to replace maturing advances in light of the proceeds raised in the
initial public offering.
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PAGE
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<TABLE>
The following tables provide additional comparative data on the Company's average balances and rate/volume changes:
Three Months Ended Three Months Ended Six Months Ended Six Months Ended
12/31/96 12/31/95 12/31/96 12/31/95
------------------------ ------------------------- ------------------------ -----------------------
Average Average Average Average
Average Yield/ Average Yield/ Average Yield/ Average Yield/
Balance Interest Cost Balance Interest Cost Balance Interest Cost Balance Interest Cost
Interest-earning assets: ------- -------- ------- ------- -------- -------- ------- -------- ------- ------- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Loans receivable, net (1) . . $483,268 $9,509 7.87% $512,040 $9,985 7.80% $485,423 $19,004 7.83% $507,648 $19,990 7.88%
Investment securities . . . . 61,166 885 5.79 27,389 394 5.76 57,076 1,609 5.64 21,193 752 7.09
FHLB stock. . . . . . . . . . 4,696 746 .29 4,454 595 .27 4,677 143 6.10 4,429 110 4.97
Interest-earning deposits . . 13,969 154 4.41 11,077 113 4.07 17,731 431 4.86 11,977 210 3.51
-------- ------- ---- -------- ------- ---- -------- ------- ---- -------- ------- ----
Total interest-earning assets 563,099 10,622 7.55 554,960 10,551 7.61 564,907 21,187 7.50 545,247 21,062 7.73
-------- ------- -------- ------- -------- ------- -------- -------
Non-interest-earning assets. . 26,926 20,452 24,686 21,160
-------- -------- -------- --------
Total assets. . . . . . . . $590,026 $575,412 $589,593 $566,407
======== ======== ======== ========
Interest-bearing liabilities:
Passbook accounts . . . . . . 53,554 351 2.62 52,356 509 3.89 52,327 737 2.82 51,440 953 3.68
Demand and NOW accounts . . . 111,228 969 3.48 113,139 1,144 4.04 110,012 1,937 3.52 113,166 2,287 4.01
Certificate accounts. . . . . 315,169 4,394 5.58 332,296 4,619 5.56 317,222 8,597 5.42 327,594 9,156 5.54
-------- ------- -------- ------- -------- ------- -------- -------
Total deposits. . . . . . . 479,951 5,714 4.76 497,791 6,272 5.04 479,561 11,271 4.70 492,200 12,396 5.00
FHLB advances. . . . . . . . . 7,007 995 .65 20,078 313 6.24 7,365 219 5.96 23,292 720 6.13
Other borrowings . . . . . . . 0 0 0.00 0 0 0 0 0 0 996 21 4.17
Total interest-bearing -------- ------- -------- ------- -------- ------- -------- -------
liabilities . . . . . . . . 486,958 5,813 4.77 517,869 6,585 5.09 486,926 11,490 4.72 516,488 13,137 5.05
Non-interest-bearing liabilities 17,659 20,396 16,924 12,079
-------- -------- -------- --------
Total liabilities . . . . . 504,617 538,265 503,850 528,567
-------- -------- -------- --------
Retained earnings. . . . . . . 85,409 37,147 85,743 37,840
-------- -------- -------- --------
Total liabilities and
retained earnings . . . . . $590,026 $575,412 $589,593 $566,407
======== ======== ======== ========
Net interest income. . . . . . $ 4,809 $ 3,966 $ 9,697 $7,925
======= ======= ======= =======
Interest rate spread (2) . . . 2.78% 2.52% 2.78% 2.68%
Net interest margin (3). . . . 3.42% 2.86% 3.43% 2.91%
Ratio of average interest-
earning assets to average
interest-bearing liabilities. 115.64% 107.16% 116.02% 105.57%
_______________
(1) Includes loans available for sale.
(2) Represents difference between weighted average yield on all interest-earning assets and weighted average rate on all interest-
bearing liabilities.
(3) Represents net interest income before provision for loan losses as a percentage of average interest-earning assets.
-9-
<PAGE>
</TABLE>
Three Months Ended December 31, 1996
Compared to
Three Months Ended December 31, 1995
Increase (Decrease) Due to
-------------------------------------
Rate/
Rate Volume Volume Net
Interest income:
Loans receivable (1) . . . . . . . . $ 90 $ (561) $ (6) $ (477)
Investment securities . . . . . . . 2 486 3 491
FHLB stock . . . . . . . . . . . . . 11 3 1 15
Interest-bearing deposits . . . . . 10 29 3 42
Total net change in income ----- ------ ----- ------
on interest-earning assets . . . . 113 (43) 1 71
Interest-bearing liabilities: ----- ------ ----- ------
Passbook accounts . . . . . . . . . (166) 12 (4) (158)
Demand and NOW accounts . . . . . . (158) (20) 3 (175)
Certificate accounts . . . . . . . . 14 (238) (1) (225)
FHLB advances . . . . . . . . . . . (27) (204) 18 (213)
Other borrowings . . . . . . . . . . 0 0 0 0
Total net change in expense ----- ------ ----- ------
on interest-bearing liabilities. . (337) (450) 16 (771)
----- ------ ----- ------
Net change in net interest income . . . $ 450 $ 407 $ (15) $ 842
===== ====== ===== ======
- -----------------
(1) Includes loans available for sale. For purposes of calculating volume,
rate and rate/volume variances, nonaccrual loans were included in the weighted
average balance outstanding.
Six Months Ended December 31, 1996
Compared to
Six Months Ended December 31, 1995
Increase (Decrease) Due to
------------------------------------
Rate/
Rate Volume Volume Net
Interest income:
Loans receivable (1) . . . . . . . . $ (58) $(438) $ 3 $ (493)
Investment securities. . . . . . . . (77) 636 (130) 429
FHLB stock . . . . . . . . . . . . . 13 3 - 16
Interest-bearing deposits. . . . . . 40 51 19 110
----- ----- ----- ------
Total net change in income
on interest-earning assets . . . . (82) 252 (108) 62
----- ----- ----- ------
Interest-bearing liabilities:
Passbook accounts. . . . . . . . . . (110) 8 (2) (104)
Demand and NOW accounts. . . . . . . (138) (32) 4 (166)
Certificate accounts . . . . . . . . (102) (144) 3 (243)
FHLB advances. . . . . . . . . . . . (10) (244) 7 (247)
Other borrowings . . . . . . . . . . (10) (10) 10 (10)
----- ----- ----- ------
Total net change in expense
on interest-bearing liabilities. . (370) (422) 22 (770)
----- ----- ----- ------
Net change in net interest income . . . $ 288 $ 674 $(130) $ 832
===== ===== ===== ======
-10-
<PAGE>
<PAGE>
Provision for Loan Losses. For the quarter ended December 31, 1996, the
Company's provision for loan losses was $450,000 compared to $676,000 for the
quarter ended December 31, 1995, a decrease of $226,000, or 33.4%. This
decrease is primarily attributable to an increase in the level of loan loss
reserves as a percentage of gross loans receivable. At December 31, 1996,
loan loss reserves as a percentage of gross loans receivable was 1.18%,
compared to 1.01% at December 31, 1995. The allowance for loan losses, net of
charge-offs, increased by $778,000 (16.5%), to $5.6 million at December 31,
1996 from $4.8 million at December 31, 1995. The allowance for loan losses is
maintained at a level sufficient to provide for estimated losses based on
evaluating known and inherent risks in the loan portfolio and upon
management's continuing analysis of the factors underlying the quality of the
loan portfolio. These factors include changes in the size and composition of
the loan portfolio, actual loan loss experience, current and anticipated
economic conditions, detailed analysis of individual loans for which full
collectibility may not be assured, and determination of the realizable value
of the collateral securing the loans. Provisions for losses are charged
against operations on a monthly basis as necessary to maintain the allowance
at appropriate levels. Management believes that the amount maintained in the
allowance will be adequate to absorb losses inherent in the portfolio.
Although management believes it uses the best information available to make
such determinations, there can be no assurance that regulators, in reviewing
the Company's loan portfolio, will not request the Company to increase
significantly its allowance for loan losses. Future adjustments to the
allowance for loan losses may be necessary and results of operations could be
significantly and adversely affected due to economic, operating, regulatory,
and other conditions beyond the control of the Company.
The following tables are provided to disclose additional detail on the
Company's allowance for loan losses and asset quality (dollars in thousands):
For the Six Months Ended
December 31, 1996 December 31, 1995
----------------- -----------------
Allowance at beginning of period $ 5,452 $ 5,085
Provision for loan losses 704 940
Recoveries:
Mortgage Loans:
One-to-four family 1 5
Multifamily 14 204
Commercial 38 250
Construction - -
Consumer loans - -
Other Loans - -
Total recoveries 53 459
------- -------
Charge-offs:
Mortgage Loans:
One-to-four family 236 92
Multifamily 102 991
Commercial 309 627
Construction 0 -
Consumer loans 0 -
Other Loans 0 -
------- -------
Total charge-offs 647 1,710
------- -------
Net charge-offs 594 1,251
------- -------
Balance at end of period $ 5,562 $ 4,774
======= =======
Allowance for loan losses as a
percentage of gross loans outstanding
at the end of the period 1.18% 1.01%
Net charge-offs as a percentage of
average loans outstanding during
the period 0.12% 0.25%
Allowance for loan losses as a
percentage of nonperforming loans
at the end of the period 142.21% 108.28%
-11-
<PAGE>
<PAGE>
Asset Quality. The following tables are provided to disclose additional
details on asset quality (dollars in thousands):
At December 31, 1996 At June 30, 1996
-------------------- ----------------
Loans accounted for on a
non-accrual basis:
Mortgage Loans:
One-to-four family $ 2,654 $ 3,511
Multifamily 664 798
Commercial 508 0
Construction 0 0
Consumer Loans 85 108
Other Loans 0 0
------- -------
Total 3,911 4,417
Accruing loans which are
contractually past due
90 days or more:
Mortgage Loans:
One-to-four family 0 0
Multifamily 0 0
Commercial 0 0
Construction 0 0
Consumer loans 0 0
Other Loans 0 0
------- -------
Total 0 0
Total of nonaccrual and 90 days ------- -------
past due loans 3,911 4,417
Real estate owned 2,596 2,711
------- -------
Total nonperforming assets $ 6,507 $ 7,128
======= =======
Restructured loans $ 4,932 $ 4,905
======= =======
Nonaccrual and 90 days or more
past due loans as a percentage
of portfolio loans receivable,
net 0.85% 0.98%
Nonaccrual and 90 days or more
past due loans as a percentage
of total assets 0.66% 0.76%
Nonperforming assets as a
percentage of total assets 1.10% 1.22%
The Company addresses loans individually and identifies impairment when the
accrual of interest has been discontinued, loans have been restructured or
management has serious doubts about the future collectibility of principal and
interest, even though the loans are currently performing. Factors considered
in determining impairment include, but are not limited to, expected future
cash flows, the financial condition of the borrower and current economic
conditions. The Company measures each impaired loan based on the fair value
of its collateral and charges off those loans or portions of loans deemed
uncollectible.
Non-interest Income. Non-interest income increased $48,000, or 2.2%, from
$2.1 million in the second fiscal quarter of 1995 to $2.2 million in the
second fiscal quarter of 1996. For the semi-annual period ending December 31,
1996, non-interest income increased $373,000, or 9.8%, to $4.2 million,
compared to the same period in 1995. The majority of this increase in the
quarterly and six month period was a result of increases in Loan Servicing and
Other Fees which rose $156,000 (24.9%) from $626,000 to $782,000 in the
quarters ending 1995 and 1996, respectively, and $137,000 (10.7%) from $1.3
million to $1.4 million in the semi-annual periods ending 1995 and 1996,
respectively. The bulk of this increase is attributable to broker loan fees
as a result of the acquisition of Pacific Sunbelt Mortgage in October of 1996.
Gains from the sales of loans declined by $48,000, or 4.1%, to $1.1 million in
the quarter ended December 31, 1996. The aggregate amount of loans sold
declined $26.7 million (24.6%) to $81.8 million in the quarter ended December
31, 1996 from $108.5 million in the same quarter one year earlier. For the
semi-annual period ending December 31, 1996, gains on sale of loans increased
$233,000 (12.0%) to $2.2 million from $1.9 million recorded in the six months
ended December 31, 1996. Loans sold in the first half of fiscal 1997 declined
$5.0 million (2.6%) to $188.5 million from $193.5 million in the first half of
fiscal 1996.
-12-
<PAGE>
<PAGE>
Non-interest Expenses. Non-interest expenses increased in both the
three-month and six-month periods ending December 31, 1996 compared to similar
periods in the prior year. For the quarter ended December 31, 1996, this
category increased by $388,000, or 8.06%, to $5.2 million from $4.8 million
for the similar period last year. For the six months ended December 31, 1996,
non-interest expenses increased by $4.6 million, or 51.0%, which included the
$3.2 million SAIF assessment in September, 1996. Salaries and employee
benefits increased $360,000 (13.3%) to $3.1 million in the quarter ended
December 31, 1996 compared to $2.7 million for the similar period in 1995.
This increase is mainly attributable to increased staffing in order to
increase the level of loan production as well as additional expenses related
to the Employee Stock Ownership Program. For the first half of fiscal 1997,
salaries and employee benefits rose $937,000 (17.9%) to $6.2 million from $5.2
million. The Company employed 303 full-time equivalents at December 31, 1996
compared to 277 at December 31, 1995. Other expenses increased $110,000
(10.8%) to $1.1 million in the three months ended December 31, 1996 from $1.0
million for the similar period last year. For the six months ended December
31, 1996, this category rose $537,000 (28.8%) to $2.4 million from $1.9
million for the same period on the prior year. These increases are
attributable to the amortization of option fees and various other expenses
associated with loan originations.
Income taxes. The income tax expense was $559,000 for the quarter ended
December 31, 1996 (resulting in an effective tax rate of 41.8%) compared to a
tax provision of $258,000 for the quarter ended December 31, 1995 (resulting
in a effective tax rate of 42.4%). For the first semi-annual period for
fiscal 1997 the tax benefit was $208,000 (resulting in an effective tax rate
of 38.0%) while the expense for the similar period in fiscal 1996 was $843,000
(resulting in an effective rate of 49.4%). The company has a California net
operating loss carry forward which is reduced by 50% in future tax years. As
a result the Company did not tax benefit its loan and tax losses during the
first quarter of fiscal 1996, thereby increasing the effective tax rate.
Loan Origination Volumes. The following table is provided to disclose
additional detail related to the volume of loans originated (dollars in
thousands):
For the Quarter Ended For the Six Months Ended
December 31, December 31,
1996 1995 1996 1995
---- ---- ---- ----
Loans originated for Sale
Retail originations $ 37,285 $ 39,905 $ 71,216 $104,427
Wholesale originations 49,424 81,018 98,345 110,178
Total loans originated -------- -------- -------- --------
for sale 86,709 120,923 169,561 214,605
Loans sold:
Servicing released 81,757 105,190 186,972 190,015
Servicing retained 0 3,259 1,539 3,538
-------- ------- ------- -------
Total loans sold 81,757 108,449 188,511 193,553
Loans originated for
Portfolio:
Mortgage loans:
One-to-four family 23,372 4,075 33,454 11,265
Multifamily 422 2,426 714 3,806
Commercial 0 0 0 0
Construction loans 90 5,797 499 5,797
Consumer 1,583 335 3,074 1,141
Other loans 232 104 232 104
Total loans originated ------- ------- ------- -------
for Portfolio 25,699 12,737 37,973 22,113
Loans purchased:
Mortgage loans:
One-to-four family 1,201 96 1,420 294
Commercial 0 0 0 0
------- ------- ------- -------
Total loans purchased 1,201 96 1,420 294
Mortgage loan principal
repayments 14,724 12,717 25,494 27,048
Real estate acquired in
settlement of loans 2,148 510 4,261 1,184
Increase (decrease) in
other items, net (1) 2,739 (2,932) 1,805 (3,914)
Net (decrease) increase -------- -------- ------- --------
in loans receivable, net $ 17,719 $ 9,148 $(7,507) $ 11,313
======== ======== ======= ========
(1) Includes changes in accrued interest, loans in process, discounts and loan
loss reserves.
-13-
<PAGE>
<PAGE>
Liquidity and Capital Resources. The Company's primary source of funds are
deposits, proceeds from loan principal and interest payments and sales of
loans, the maturity of and interest income on investment securities, and FHLB
advances. The Savings Bank has a credit line available with the Federal Home
Loan Bank of San Francisco of 30% of total assets, which, on December 31,
1996 permitted additional advances up to $164.4 million. While maturities and
scheduled amortization of loans are a predictable source of funds, deposit
flows, loan sales, and mortgage prepayments are greatly influenced by general
interest rates, economic conditions, and competition.
The primary investing activity of the Company is the origination of mortgage
loans through the Savings Bank. For the quarter ended December 31, 1996, the
Savings Bank originated a total of $112.4 million in loans, while loan sales
and amortization aggregated $96.5 million. Net deposits increased $11.0
million, while cash, overnight deposits, and investment securities declined by
$6.2 in the quarter ended December 31, 1996. During the six months ended
December 31, 1996, the Savings Bank originated a total of $207.5 million in
loans. This activity was funded primarily by loan sales and repayments on
loans and securities. For the six months ended December 31, 1996, loan sales
aggregated $188.5 million and loan principal repayments totaled $25.5 million.
FHLB advances decreased $1.8 million, for the same six month period and net
deposits increased $7.3 million. Investment securities and overnight deposits
increased by a net of $7.7 million.
By regulation, the Savings Bank must maintain liquidity of 5% of deposits and
short-term borrowings. Liquidity is measured by cash and readily marketable
securities which are not committed, pledged, or required to liquidate specific
liabilities. The Savings Bank's average liquidity ratio for December 31, 1995
and 1996 were 7.19% and 11.57%, respectively.
The Savings Bank is subject to various regulatory capital requirements
administered by the federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory actions by regulators that, if
undertaken, could have a direct material effect on the Company's financial
statements. Under capital adequacy guidelines and the regulatory framework
for prompt corrective actions, the Savings Bank must meet certain specific
capital guidelines that involve quantitative measures of the Savings Bank's
assets, liabilities, and certain off-balance sheet items as calculated under
regulatory accounting practices. The Savings Bank's capital amounts and
classifications are also subject to qualitative judgements by the regulators
about components, risk-weightings, and other factors. The Savings Bank's
actual and required capital amounts and ratios as of December 31, 1996 are as
follows:
Amount Percent
------ -------
Tangible Capital $56,409 9.96%
Requirement 8,495 1.50
------- -----
Excess over requirement $47,914 8.46%
======= ====
Core Capital $56,409 9.96%
Requirement 16,989 3.00
------- -----
Excess over requirement $39,420 6.96%
======= ====
Risk Based Capital $60,804 17.35%
Requirement to Be "Well Capitalized" 28,035 8.00
------- -----
Excess over requirement $32,769 9.35%
======= ====
Management believes that under current regulations, the Company will continue
to meet its minimum capital requirements in the foreseeable future.
-14-
<PAGE>
<PAGE>
Supplemental Information
December 31, 1996 June 30, 1996 December 31, 1995
----------------- ------------- -----------------
Loans Serviced for
Others $568,561 $601,097 $625,344
Book Value per Share (1) $16.81 $16.77 N/A
- ------------------
(1) Based on total number of shares outstanding, including shares held by the
employee stock ownership plan.
-15-
<PAGE>
<PAGE>
PART II - OTHER INFORMATION
- ------------------------------
Item 1. Legal Proceedings
From time to time the Company or its subsidiaries are engaged in legal
proceedings in the ordinary course of business, none of which are considered
to have a material impact on the Company's financial position or results of
operations.
Item 2. Changes in Securities
Not Applicable.
Item 3. Defaults Upon Senior Securities
Not Applicable.
Item 4. Submission of Matters to a Vote of Stockholders
Not Applicable.
Item 5. Other Information
Not Applicable.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits:
Exhibit 27 - Financial data schedule
b) Reports on form 8-k
None.
-16-
<PAGE>
<PAGE>
SIGNATURES
- ----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Provident Financial Holdings, Inc.
February 12, 1997 /s/ Craig G. Blunden
-------------------------------------
Craig G. Blunden
President and Chief Executive Officer
(Principal Executive Officer)
February 12, 1997 /s/ Karl P. Zalazowski
-------------------------------------
Karl P. Zalazowski
Chief Financial Officer
(Principal Financial and Accounting Officer)
-17-
<PAGE>
<PAGE>
Exhibit 27
Financial Data Schedule
This schedule contains financial information extracted from the consolidated
financial statements of Provident Financial Holdings for the six months ended
September 30, 1996 and is qualified in its entirety by reference to such
financial statements.
Financial Data
as of or for the six months
Item Number ended December 31, 1996 Item Description
- ----------- --------------------------- ----------------
9-03 (1) 11,730 Cash and due from Banks
9-03 (2) 512 Interest-bearing deposits
9-03 (3) 2,000 Federal funds sold - purchased
securities for resale
9-03 (4) 0 Trading account assets
9-03 (6) 0 Investment and mortgage backed
securities held for sale
Investment and mortgage backed
securities held to maturity -
56,589 carrying value
9-03 (6) Investment and mortgage backed
securities held to maturity -
56,585 market value
9-03 (7) 500,612 Loans
9-03 (7) (2) 5,562 Allowance for losses
9-03 (11) 591,193 Total assets
9-03 (12) 486,688 Deposits
9-03 (13) 0 Short-term borrowings
9-03 (15) 11,519 Other liabilities
9-03 (16) 6,828 Long-term debt
9-03 (19) - Preferred stock - mandatory
redemption
9-03 (20) - Preferred stock - no mandatory
redemption
9-03 (21) 51 Common stocks
9-03 (22) 86,107 Other stockholders' equity
9-03 (23) 591,193 Total liabilities and
stockholders' equity
9-04 (1) 9,509 Interest and fees on loans
9-04 (2) 1,113 Interest and dividends on
investments
9-04 (4) - Other interest income
9-04 (5) 10,622 Total interest income
9-04 (6) 5,714 Interest on deposits
9-04 (9) 5,813 Total interest expense
9-04 (10) 4,809 Net interest income
9-04 (11) 450 Provision for loan losses
9-04 (13) (h) - Investment securities
gains/(losses)
9-04 (14) 5,204 Other expenses
9-04 (15) 1,337 Income/loss before income tax
9-04 (17) 1,337 Income/loss before
extraordinary items
9-04 (18) - Extraordinary items, loss tax
9-04 (19) - Cumulative change in
accounting principles
9-04 (20) 778 Net income or loss
9-04 (21) .16 Earnings per share - primary
9-04 (21) .16 Earnings per share - fully
diluted
I.B. 5 3.42 Net yield - interest earning
assets - actual
III.C.1. (a) 3,911 Loans on non-accrual
III.C.1. (b) - Accruing loans past due 90
days or more
III.C.2. (c) 4,932 Troubled debt restructuring
III.C.2 9,509 Potential problem loans
IV.A.1 5,452 Allowance for loan loss -
beginning of period
IV.A.2 647 Total chargeoffs
-18-
PAGE
<PAGE>
IV.A.3 53 Total recoveries
IV.A.4 5,562 Allowance for loan loss - end
of period
IV.B.1 5,562 Loan loss allowance allocated
to domestic loans
IV.B.2 - Loan loss allowance allocated
to foreign loans
IV.B.3 - Loan loss allowance -
unallocated
-19-
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> DEC-31-1996
<CASH> 11730
<INT-BEARING-DEPOSITS> 512
<FED-FUNDS-SOLD> 2000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 56589
<INVESTMENTS-MARKET> 56585
<LOANS> 500612
<ALLOWANCE> 5562
<TOTAL-ASSETS> 591193
<DEPOSITS> 486688
<SHORT-TERM> 0
<LIABILITIES-OTHER> 11519
<LONG-TERM> 6828
0
0
<COMMON> 51
<OTHER-SE> 86107
<TOTAL-LIABILITIES-AND-EQUITY> 591193
<INTEREST-LOAN> 9509
<INTEREST-INVEST> 1113
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 10622
<INTEREST-DEPOSIT> 5714
<INTEREST-EXPENSE> 5813
<INTEREST-INCOME-NET> 4809
<LOAN-LOSSES> 450
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 5204
<INCOME-PRETAX> 1337
<INCOME-PRE-EXTRAORDINARY> 778
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 778
<EPS-PRIMARY> 0.16
<EPS-DILUTED> 0.16
<YIELD-ACTUAL> 3.42
<LOANS-NON> 3911
<LOANS-PAST> 0
<LOANS-TROUBLED> 4932
<LOANS-PROBLEM> 9509
<ALLOWANCE-OPEN> 5452
<CHARGE-OFFS> 647
<RECOVERIES> 53
<ALLOWANCE-CLOSE> 5562
<ALLOWANCE-DOMESTIC> 5562
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
