x
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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33-0867444
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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4350 La Jolla Village Drive, Suite 140, San Diego, CA
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92122
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
¨
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Smaller reporting company
o
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Page
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ITEM 1.
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FINANCIAL STATEMENTS
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(Dollars in thousands, except per share data)
|
March 31,
2014 |
|
June 30,
2013 |
||||
ASSETS
|
|
|
|
||||
Cash and due from banks
|
$
|
128,398
|
|
|
$
|
196,264
|
|
Federal funds sold
|
—
|
|
|
5,430
|
|
||
Total cash and cash equivalents
|
128,398
|
|
|
201,694
|
|
||
Securities:
|
|
|
|
||||
Trading
|
7,599
|
|
|
7,111
|
|
||
Available-for-sale
|
206,166
|
|
|
185,607
|
|
||
Held-to-maturity fair value $249,873 as of March 2014 and $271,854 as of June 2013
|
253,276
|
|
|
275,691
|
|
||
Stock of the Federal Home Loan Bank, at cost
|
29,140
|
|
|
27,750
|
|
||
Loans held for sale, carried at fair value
|
11,255
|
|
|
36,665
|
|
||
Loans held for sale, lower of cost or fair value
|
53,413
|
|
|
40,326
|
|
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Loans - net of allowance for loan losses of $15,994 as of March 2014 and $14,182 as of June 2013
|
3,101,408
|
|
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2,256,918
|
|
||
Accrued interest receivable
|
11,649
|
|
|
9,763
|
|
||
Furniture, equipment and software—net
|
6,667
|
|
|
6,418
|
|
||
Deferred income tax
|
25,551
|
|
|
23,555
|
|
||
Cash surrender value of life insurance
|
5,580
|
|
|
5,445
|
|
||
Other real estate owned and repossessed vehicles
|
134
|
|
|
2,006
|
|
||
Other assets
|
10,589
|
|
|
11,822
|
|
||
TOTAL ASSETS
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$
|
3,850,825
|
|
|
$
|
3,090,771
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Non-interest bearing
|
$
|
130,989
|
|
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$
|
81,524
|
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Interest bearing
|
2,701,987
|
|
|
2,010,475
|
|
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Total deposits
|
2,832,976
|
|
|
2,091,999
|
|
||
Securities sold under agreements to repurchase
|
60,000
|
|
|
110,000
|
|
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Advances from the Federal Home Loan Bank
|
592,000
|
|
|
590,417
|
|
||
Subordinated debentures
|
5,155
|
|
|
5,155
|
|
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Accrued interest payable
|
1,410
|
|
|
1,674
|
|
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Accounts payable and accrued liabilities and other liabilities
|
20,439
|
|
|
23,264
|
|
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Total liabilities
|
3,511,980
|
|
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2,822,509
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COMMITMENTS AND CONTINGENCIES (Note 8)
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STOCKHOLDERS’ EQUITY:
|
|
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||||
Preferred stock— $0.01 par value; 1,000,000 shares authorized;
|
|
|
|
||||
Series A—$10,000 stated value and liquidation preference per share; 515 shares issued and outstanding as of March 2014 and June 2013
|
5,063
|
|
|
5,063
|
|
||
Common stock—$0.01 par value; 50,000,000 shares authorized; 15,130,367 shares issued and 14,195,307 shares outstanding as of March 2014; 25,000,000 shares authorized; 14,638,229 shares issued and 13,733,325 shares outstanding as of June 2013
|
151
|
|
|
146
|
|
||
Additional paid-in capital
|
189,851
|
|
|
156,297
|
|
||
Accumulated other comprehensive income (loss)—net of tax
|
(11,369
|
)
|
|
(10,800
|
)
|
||
Retained earnings
|
167,527
|
|
|
127,813
|
|
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Treasury stock, at cost; 935,060 shares as of March 2014 and 904,904 shares as of June 2013
|
(12,378
|
)
|
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(10,257
|
)
|
||
Total stockholders' equity
|
338,845
|
|
|
268,262
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
3,850,825
|
|
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$
|
3,090,771
|
|
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Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
(Dollars in thousands, except per share data)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
INTEREST AND DIVIDEND INCOME:
|
|
|
|
|
|
|
|
||||||||
Loans, including fees
|
$
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38,931
|
|
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$
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29,271
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$
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104,273
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$
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82,598
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Investments
|
6,232
|
|
|
5,364
|
|
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18,463
|
|
|
16,593
|
|
||||
Total interest and dividend income
|
45,163
|
|
|
34,635
|
|
|
122,736
|
|
|
99,191
|
|
||||
INTEREST EXPENSE:
|
|
|
|
|
|
|
|
||||||||
Deposits
|
6,572
|
|
|
5,749
|
|
|
17,894
|
|
|
17,035
|
|
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Advances from the Federal Home Loan Bank
|
2,021
|
|
|
1,425
|
|
|
4,888
|
|
|
4,573
|
|
||||
Other borrowings
|
907
|
|
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1,259
|
|
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3,353
|
|
|
3,960
|
|
||||
Total interest expense
|
9,500
|
|
|
8,433
|
|
|
26,135
|
|
|
25,568
|
|
||||
Net interest income
|
35,663
|
|
|
26,202
|
|
|
96,601
|
|
|
73,623
|
|
||||
Provision for loan losses
|
1,600
|
|
|
1,550
|
|
|
3,100
|
|
|
6,050
|
|
||||
Net interest income, after provision for loan losses
|
34,063
|
|
|
24,652
|
|
|
93,501
|
|
|
67,573
|
|
||||
NON-INTEREST INCOME:
|
|
|
|
|
|
|
|
||||||||
Realized gain on sale of mortgage-backed securities
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—
|
|
|
420
|
|
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208
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|
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420
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|
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Other-than-temporary loss on securities:
|
|
|
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|
|
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||||||||
Total impairment losses
|
(617
|
)
|
|
1,075
|
|
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(1,969
|
)
|
|
(4,670
|
)
|
||||
Loss recognized in other comprehensive income
|
(102
|
)
|
|
(1,611
|
)
|
|
(195
|
)
|
|
2,440
|
|
||||
Net impairment loss recognized in earnings
|
(719
|
)
|
|
(536
|
)
|
|
(2,164
|
)
|
|
(2,230
|
)
|
||||
Fair value gain on trading securities
|
53
|
|
|
459
|
|
|
488
|
|
|
1,356
|
|
||||
Total unrealized loss on securities
|
(666
|
)
|
|
(77
|
)
|
|
(1,676
|
)
|
|
(874
|
)
|
||||
Prepayment penalty fee income
|
458
|
|
|
470
|
|
|
2,286
|
|
|
1,185
|
|
||||
Gain on sale - other
|
1,915
|
|
|
—
|
|
|
6,051
|
|
|
—
|
|
||||
Mortgage banking income
|
2,358
|
|
|
5,372
|
|
|
7,483
|
|
|
17,407
|
|
||||
Banking service fees and other income
|
1,147
|
|
|
649
|
|
|
3,380
|
|
|
1,706
|
|
||||
Total non-interest income
|
5,212
|
|
|
6,834
|
|
|
17,732
|
|
|
19,844
|
|
||||
NON-INTEREST EXPENSE:
|
|
|
|
|
|
|
|
||||||||
Salaries and related costs
|
7,721
|
|
|
7,510
|
|
|
23,464
|
|
|
20,831
|
|
||||
Professional services
|
1,404
|
|
|
860
|
|
|
4,325
|
|
|
2,504
|
|
||||
Occupancy and equipment
|
589
|
|
|
549
|
|
|
1,715
|
|
|
1,533
|
|
||||
Data processing and internet
|
1,562
|
|
|
715
|
|
|
4,068
|
|
|
1,942
|
|
||||
Advertising and promotional
|
670
|
|
|
1,020
|
|
|
2,473
|
|
|
2,930
|
|
||||
Depreciation and amortization
|
744
|
|
|
493
|
|
|
2,161
|
|
|
1,279
|
|
||||
Real estate owned and repossessed vehicles
|
(51
|
)
|
|
234
|
|
|
(146
|
)
|
|
347
|
|
||||
FDIC and regulator fees
|
572
|
|
|
520
|
|
|
1,666
|
|
|
1,502
|
|
||||
Other general and administrative
|
1,136
|
|
|
2,020
|
|
|
4,441
|
|
|
5,366
|
|
||||
Total non-interest expense
|
14,347
|
|
|
13,921
|
|
|
44,167
|
|
|
38,234
|
|
||||
INCOME BEFORE INCOME TAXES
|
24,928
|
|
|
17,565
|
|
|
67,066
|
|
|
49,183
|
|
||||
INCOME TAXES
|
10,318
|
|
|
7,163
|
|
|
27,120
|
|
|
20,024
|
|
||||
NET INCOME
|
$
|
14,610
|
|
|
$
|
10,402
|
|
|
$
|
39,946
|
|
|
$
|
29,159
|
|
NET INCOME ATTRIBUTABLE TO COMMON STOCK
|
$
|
14,533
|
|
|
$
|
10,053
|
|
|
$
|
39,714
|
|
|
$
|
28,401
|
|
COMPREHENSIVE INCOME
|
$
|
15,268
|
|
|
$
|
10,439
|
|
|
$
|
39,377
|
|
|
$
|
27,092
|
|
Basic earnings per share
|
$
|
1.00
|
|
|
$
|
0.76
|
|
|
$
|
2.78
|
|
|
$
|
2.20
|
|
Diluted earnings per share
|
$
|
1.00
|
|
|
$
|
0.74
|
|
|
$
|
2.76
|
|
|
$
|
2.12
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
(Dollars in thousands)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
NET INCOME
|
$
|
14,610
|
|
|
$
|
10,402
|
|
|
$
|
39,946
|
|
|
$
|
29,159
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Net unrealized gain (loss) from available-for-sale securities
|
879
|
|
|
(1,537
|
)
|
|
(1,165
|
)
|
|
(1,343
|
)
|
||||
Other-than-temporary impairment on held-to-maturity securities recognized in other comprehensive income
|
217
|
|
|
1,598
|
|
|
217
|
|
|
(2,104
|
)
|
||||
Unrealized gain (loss), net of reclassification adjustments, before income tax
|
1,096
|
|
|
61
|
|
|
(948
|
)
|
|
(3,447
|
)
|
||||
Income tax (expense) benefit related to items of other comprehensive income
|
(438
|
)
|
|
(24
|
)
|
|
379
|
|
|
1,380
|
|
||||
Other comprehensive income (loss)
|
658
|
|
|
37
|
|
|
(569
|
)
|
|
(2,067
|
)
|
||||
Comprehensive income
|
$
|
15,268
|
|
|
$
|
10,439
|
|
|
$
|
39,377
|
|
|
$
|
27,092
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained
Earnings
|
|
Accumulated Other Comprehensive Loss, Net of Income Tax
|
|
Treasury
Stock
|
|
Total
|
||||||||||||||||||||||||||
|
|
|
|
Number of Shares
|
|
|
|
||||||||||||||||||||||||||||||||
(Dollars in thousands)
|
Shares
|
|
Amount
|
|
Issued
|
|
Treasury
|
|
Outstanding
|
|
Amount
|
|
|||||||||||||||||||||||||||
BALANCE - July 1, 2013
|
515
|
|
|
$
|
5,063
|
|
|
14,638,229
|
|
|
(904,904
|
)
|
|
13,733,325
|
|
|
$
|
146
|
|
|
$
|
156,297
|
|
|
$
|
127,813
|
|
|
$
|
(10,800
|
)
|
|
$
|
(10,257
|
)
|
|
$
|
268,262
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,946
|
|
|
—
|
|
|
—
|
|
|
39,946
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(569
|
)
|
|
—
|
|
|
(569
|
)
|
|||||||
Cash dividends on preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(232
|
)
|
|
—
|
|
|
—
|
|
|
(232
|
)
|
|||||||
Issuance of common stock
|
—
|
|
|
—
|
|
|
375,607
|
|
|
—
|
|
|
375,607
|
|
|
3
|
|
|
27,553
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,556
|
|
|||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,146
|
|
|||||||
Restricted stock grants and tax benefits
|
—
|
|
|
—
|
|
|
89,561
|
|
|
(30,156
|
)
|
|
59,405
|
|
|
1
|
|
|
2,019
|
|
|
—
|
|
|
—
|
|
|
(2,121
|
)
|
|
(101
|
)
|
|||||||
Stock option exercises and tax benefits
|
—
|
|
|
—
|
|
|
26,970
|
|
|
—
|
|
|
26,970
|
|
|
1
|
|
|
836
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
837
|
|
|||||||
BALANCE - March 31, 2014
|
515
|
|
|
$
|
5,063
|
|
|
15,130,367
|
|
|
(935,060
|
)
|
|
14,195,307
|
|
|
$
|
151
|
|
|
$
|
189,851
|
|
|
$
|
167,527
|
|
|
$
|
(11,369
|
)
|
|
$
|
(12,378
|
)
|
|
$
|
338,845
|
|
|
Nine Months Ended
|
||||||
|
March 31,
|
||||||
(Dollars in thousands)
|
2014
|
|
2013
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net income
|
$
|
39,946
|
|
|
$
|
29,159
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
||||
Accretion of discounts on securities
|
(6,394
|
)
|
|
(5,701
|
)
|
||
Net accretion of discounts on loans
|
(2,168
|
)
|
|
(2,210
|
)
|
||
Stock-based compensation expense
|
3,146
|
|
|
2,435
|
|
||
Tax benefit from exercise of common stock options and vesting of restricted stock grants
|
(2,614
|
)
|
|
(585
|
)
|
||
Valuation of financial instruments carried at fair value
|
(488
|
)
|
|
(1,356
|
)
|
||
Net gain on sale of investment securities
|
—
|
|
|
(420
|
)
|
||
Impairment charge on securities
|
2,163
|
|
|
2,230
|
|
||
Provision for loan losses
|
3,100
|
|
|
6,050
|
|
||
Deferred income taxes
|
(1,615
|
)
|
|
(2,940
|
)
|
||
Origination of loans held for sale
|
(523,561
|
)
|
|
(815,230
|
)
|
||
Unrealized (gain) loss on loans held for sale
|
391
|
|
|
48
|
|
||
Gain on sales of loans held for sale
|
(13,924
|
)
|
|
(17,455
|
)
|
||
Proceeds from sale of loans held for sale
|
576,160
|
|
|
785,543
|
|
||
(Gain) loss on sale of other real estate and foreclosed assets
|
(350
|
)
|
|
(298
|
)
|
||
Depreciation and amortization of furniture, equipment and software
|
2,161
|
|
|
1,279
|
|
||
Net changes in assets and liabilities which provide (use) cash:
|
|
|
|
||||
Accrued interest receivable
|
(1,886
|
)
|
|
(985
|
)
|
||
Other assets
|
2,368
|
|
|
3,108
|
|
||
Accrued interest payable
|
(264
|
)
|
|
(65
|
)
|
||
Accounts payable and accrued liabilities
|
(2,332
|
)
|
|
4,400
|
|
||
Net cash provided by (used in) operating activities
|
73,839
|
|
|
(12,993
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Purchases of investment securities
|
(68,033
|
)
|
|
(30,399
|
)
|
||
Proceeds from sale of available-for-sale mortgage-backed securities
|
—
|
|
|
2,775
|
|
||
Proceeds from repayment of securities
|
73,170
|
|
|
64,865
|
|
||
Purchase of stock of Federal Home Loan Bank
|
(17,395
|
)
|
|
(8,597
|
)
|
||
Proceeds from redemption of stock of Federal Home Loan Bank
|
16,005
|
|
|
5,641
|
|
||
Origination of loans for portfolio
|
(1,617,484
|
)
|
|
(672,276
|
)
|
||
Origination of mortgage warehouse loans, net
|
—
|
|
|
(106,005
|
)
|
||
Proceeds from sales of other real estate owned and repossessed assets
|
2,605
|
|
|
2,266
|
|
||
Purchases of loans, net of discounts and premiums
|
—
|
|
|
(1,541
|
)
|
||
Principal repayments on loans
|
743,666
|
|
|
326,482
|
|
||
Net purchases of furniture, equipment and software
|
(2,410
|
)
|
|
(3,672
|
)
|
||
Net cash used in investing activities
|
(869,876
|
)
|
|
(420,461
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Net increase in deposits
|
740,977
|
|
|
487,848
|
|
||
Proceeds from Federal Home Loan Bank advances
|
612,000
|
|
|
197,000
|
|
||
Repayment of Federal Home Loan Bank advances
|
(610,417
|
)
|
|
(159,000
|
)
|
||
Repayment of other borrowings and securities sold under agreements to repurchase
|
(50,000
|
)
|
|
(10,000
|
)
|
||
Proceeds from exercise of common stock options
|
243
|
|
|
247
|
|
||
Proceeds from issuance of common stock
|
27,556
|
|
|
6,765
|
|
||
Proceeds from issuance of preferred stock
|
—
|
|
|
18,552
|
|
||
Tax benefit from exercise of common stock options and vesting of restricted stock grants
|
2,614
|
|
|
585
|
|
||
Cash dividends on preferred stock
|
(232
|
)
|
|
(479
|
)
|
||
Net cash provided by financing activities
|
722,741
|
|
|
541,518
|
|
||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
(73,296
|
)
|
|
108,064
|
|
||
CASH AND CASH EQUIVALENTS—Beginning of year
|
201,694
|
|
|
35,426
|
|
||
CASH AND CASH EQUIVALENTS—End of period
|
$
|
128,398
|
|
|
$
|
143,490
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
||||
Interest paid on deposits and borrowed funds
|
$
|
26,397
|
|
|
$
|
25,633
|
|
Income taxes paid
|
$
|
24,646
|
|
|
$
|
23,460
|
|
Transfers to other real estate owned and repossessed vehicles from loans
|
$
|
1,110
|
|
|
$
|
3,321
|
|
Transfers from loans held for investment to loans held for sale
|
$
|
39,799
|
|
|
$
|
17,226
|
|
Transfers from loans held for sale to loans held for investment
|
$
|
1,471
|
|
|
$
|
46,635
|
|
1.
|
BASIS OF PRESENTATION
|
2.
|
SIGNIFICANT ACCOUNTING POLICIES
|
3.
|
FAIR VALUE
|
Level 1:
|
Quoted prices in active markets for
identical
assets or liabilities in active markets that the entity has the ability to access as of the measurement date. Level 1 assets and liabilities include debt and equity securities that are actively traded in an exchange or over-the-counter market and are highly liquid, such as, among other assets and securities, certain U.S. treasury and other U.S. Government debt.
|
Level 2:
|
Observable inputs other than Level 1 prices such as quoted prices for
similar
assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets include securities with quoted prices that are traded less frequently than exchange-traded instruments and whose value is determined using a pricing
|
Level 3:
|
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models such as discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.
|
|
March 31, 2014
|
||||||||||||||
(Dollars in thousands)
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
ASSETS:
|
|
|
|
|
|
|
|
||||||||
Securities—Trading: Collateralized Debt Obligations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,599
|
|
|
$
|
7,599
|
|
Securities—Available-for-Sale:
|
|
|
|
|
|
|
|
||||||||
Agency Debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Agency RMBS
|
—
|
|
|
61,642
|
|
|
—
|
|
|
61,642
|
|
||||
Non-Agency RMBS
|
—
|
|
|
—
|
|
|
38,585
|
|
|
38,585
|
|
||||
Municipal
|
—
|
|
|
28,943
|
|
|
—
|
|
|
28,943
|
|
||||
Other Debt Securities
|
—
|
|
|
76,996
|
|
|
—
|
|
|
76,996
|
|
||||
Total—Securities—Available-for-Sale
|
$
|
—
|
|
|
$
|
167,581
|
|
|
$
|
38,585
|
|
|
$
|
206,166
|
|
Loans Held for Sale
|
$
|
—
|
|
|
$
|
11,255
|
|
|
$
|
—
|
|
|
$
|
11,255
|
|
Other assets - Derivative Instruments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,065
|
|
|
$
|
1,065
|
|
LIABILITIES:
|
|
|
|
|
|
|
|
||||||||
Other liabilities - Derivative Instruments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
58
|
|
|
$
|
58
|
|
|
|
|
|
|
|
|
|
||||||||
|
June 30, 2013
|
||||||||||||||
(Dollars in thousands)
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
ASSETS:
|
|
|
|
|
|
|
|
||||||||
Securities—Trading: Collateralized Debt Obligations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,111
|
|
|
$
|
7,111
|
|
Securities—Available-for-Sale:
|
|
|
|
|
|
|
|
||||||||
Agency Debt
|
$
|
—
|
|
|
$
|
25,063
|
|
|
$
|
—
|
|
|
$
|
25,063
|
|
Agency RMBS
|
—
|
|
|
69,882
|
|
|
—
|
|
|
69,882
|
|
||||
Non-Agency RMBS
|
—
|
|
|
—
|
|
|
49,284
|
|
|
49,284
|
|
||||
Municipal
|
—
|
|
|
11,103
|
|
|
—
|
|
|
11,103
|
|
||||
Other Debt Securities
|
—
|
|
|
30,275
|
|
|
—
|
|
|
30,275
|
|
||||
Total—Securities—Available-for-Sale
|
$
|
—
|
|
|
$
|
136,323
|
|
|
$
|
49,284
|
|
|
$
|
185,607
|
|
Loans Held for Sale
|
$
|
—
|
|
|
$
|
36,665
|
|
|
$
|
—
|
|
|
$
|
36,665
|
|
Other assets - Derivative Instruments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,355
|
|
|
$
|
2,355
|
|
LIABILITIES:
|
|
|
|
|
|
|
|
||||||||
Other liabilities - Derivative Instruments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
133
|
|
|
$
|
133
|
|
|
For the Three Months Ended
|
||||||||||||||
|
March 31, 2014
|
||||||||||||||
(Dollars in thousands)
|
Securities - Trading:
Collateralized Debt Obligations |
|
Securities - Available-for-
Sale: Non-Agency RMBS |
|
Derivative Instruments, net
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Opening Balance
|
$
|
7,546
|
|
|
$
|
40,841
|
|
|
$
|
1,055
|
|
|
$
|
49,442
|
|
Transfers into Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Transfers out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total gains or losses for the period:
|
|
|
|
|
|
|
|
||||||||
Included in earnings—Sale of mortgage-backed securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Included in earnings—Fair value gain (loss) on trading securities
|
53
|
|
|
—
|
|
|
—
|
|
|
53
|
|
||||
Included in earnings—Mortgage banking
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
(48
|
)
|
||||
Included in other comprehensive income
|
—
|
|
|
(389
|
)
|
|
—
|
|
|
(389
|
)
|
||||
Purchases, issues, sales and settlements:
|
|
|
|
|
|
|
|
||||||||
Purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Issues
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Sales
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Settlements
|
—
|
|
|
(1,674
|
)
|
|
—
|
|
|
(1,674
|
)
|
||||
Other-than-temporary impairment
|
—
|
|
|
(193
|
)
|
|
—
|
|
|
(193
|
)
|
||||
Closing balance
|
$
|
7,599
|
|
|
$
|
38,585
|
|
|
$
|
1,007
|
|
|
$
|
47,191
|
|
|
|
|
|
|
|
|
|
||||||||
Change in unrealized gains or losses for the period included in earnings for assets held at the end of the reporting period
|
$
|
53
|
|
|
$
|
—
|
|
|
$
|
(48
|
)
|
|
$
|
5
|
|
|
|
|
|
|
|
|
|
||||||||
|
For the Nine Months Ended
|
||||||||||||||
|
March 31, 2014
|
||||||||||||||
(Dollars in thousands)
|
Securities - Trading:
Collateralized Debt Obligations |
|
Securities - Available-for-
Sale: Non-Agency RMBS |
|
Derivative Instruments, net
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Opening Balance
|
$
|
7,111
|
|
|
$
|
49,284
|
|
|
$
|
2,222
|
|
|
$
|
58,617
|
|
Transfers into Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Transfers out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total gains or losses for the period:
|
|
|
|
|
|
|
|
||||||||
Included in earnings—Sale of mortgage-backed securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Included in earnings—Fair value gain (loss) on trading securities
|
488
|
|
|
—
|
|
|
—
|
|
|
488
|
|
||||
Included in earnings—Mortgage banking
|
—
|
|
|
—
|
|
|
(1,215
|
)
|
|
(1,215
|
)
|
||||
Included in other comprehensive income
|
—
|
|
|
(1,306
|
)
|
|
—
|
|
|
(1,306
|
)
|
||||
Purchases, issues, sales and settlements:
|
|
|
|
|
|
|
|
||||||||
Purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Issues
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Sales
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Settlements
|
—
|
|
|
(9,198
|
)
|
|
—
|
|
|
(9,198
|
)
|
||||
Other-than-temporary impairment
|
—
|
|
|
(195
|
)
|
|
—
|
|
|
(195
|
)
|
||||
Closing balance
|
$
|
7,599
|
|
|
$
|
38,585
|
|
|
$
|
1,007
|
|
|
$
|
47,191
|
|
|
|
|
|
|
|
|
|
||||||||
Change in unrealized gains or losses for the period included in earnings for assets held at the end of the reporting period
|
$
|
488
|
|
|
$
|
—
|
|
|
$
|
(1,215
|
)
|
|
$
|
(727
|
)
|
|
For the Three Months Ended
|
||||||||||||||
|
March 31, 2013
|
||||||||||||||
(Dollars in thousands)
|
Trading
Securities: Collateralized Debt Obligations |
|
Securities - Available-for-
Sale: Non-Agency RMBS |
|
Derivative Instruments, net
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Opening Balance
|
$
|
6,735
|
|
|
$
|
69,883
|
|
|
$
|
1,464
|
|
|
$
|
78,082
|
|
Transfers into Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Transfers out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total gains or losses for the period:
|
|
|
|
|
|
|
|
||||||||
Included in earnings—Sale of mortgage-backed securities
|
—
|
|
|
420
|
|
|
—
|
|
|
420
|
|
||||
Included in earnings—Fair value gain on trading securities
|
459
|
|
|
—
|
|
|
—
|
|
|
459
|
|
||||
Included in earnings—Mortgage banking
|
—
|
|
|
—
|
|
|
189
|
|
|
189
|
|
||||
Included in other comprehensive income
|
—
|
|
|
(1,425
|
)
|
|
—
|
|
|
(1,425
|
)
|
||||
Purchases, issues, sales and settlements:
|
|
|
|
|
|
|
|
||||||||
Purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Issues
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Sales
|
—
|
|
|
(2,775
|
)
|
|
—
|
|
|
(2,775
|
)
|
||||
Settlements
|
—
|
|
|
(7,041
|
)
|
|
—
|
|
|
(7,041
|
)
|
||||
Other-than-temporary impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Closing balance
|
$
|
7,194
|
|
|
$
|
59,062
|
|
|
$
|
1,653
|
|
|
$
|
67,909
|
|
|
|
|
|
|
|
|
|
||||||||
Change in unrealized gains or losses for the period included in earnings for assets held at the end of the reporting period
|
$
|
459
|
|
|
$
|
420
|
|
|
$
|
189
|
|
|
$
|
1,068
|
|
|
|
|
|
|
|
|
|
||||||||
|
For the Nine Months Ended
|
||||||||||||||
|
March 31, 2013
|
||||||||||||||
(Dollars in thousands)
|
Trading
Securities: Collateralized Debt Obligations |
|
Securities - Available-for-
Sale: Non-Agency RMBS |
|
Derivative Instruments, net
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Opening Balance
|
$
|
5,838
|
|
|
$
|
83,127
|
|
|
$
|
1,585
|
|
|
$
|
90,550
|
|
Transfers into Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Transfers out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total gains or losses for the period:
|
|
|
|
|
|
|
|
||||||||
Included in earnings—Sale of mortgage-backed securities
|
—
|
|
|
420
|
|
|
—
|
|
|
420
|
|
||||
Included in earnings—Fair value gain on trading securities
|
1,356
|
|
|
—
|
|
|
—
|
|
|
1,356
|
|
||||
Included in earnings—Mortgage banking
|
—
|
|
|
—
|
|
|
68
|
|
|
68
|
|
||||
Included in other comprehensive income
|
—
|
|
|
(1,740
|
)
|
|
—
|
|
|
(1,740
|
)
|
||||
Purchases, issues, sales and settlements:
|
|
|
|
|
|
|
|
||||||||
Purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Issues
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Sales
|
—
|
|
|
(2,775
|
)
|
|
—
|
|
|
(2,775
|
)
|
||||
Settlements
|
—
|
|
|
(19,818
|
)
|
|
—
|
|
|
(19,818
|
)
|
||||
Other-than-temporary impairment
|
—
|
|
|
(152
|
)
|
|
—
|
|
|
(152
|
)
|
||||
Closing balance
|
$
|
7,194
|
|
|
$
|
59,062
|
|
|
$
|
1,653
|
|
|
$
|
67,909
|
|
|
|
|
|
|
|
|
|
||||||||
Change in unrealized gains or losses for the period included in earnings for assets held at the end of the reporting period
|
$
|
1,356
|
|
|
$
|
420
|
|
|
$
|
68
|
|
|
$
|
1,844
|
|
|
March 31, 2014
|
|||||
(Dollars in thousands)
|
Fair Value
|
Valuation Technique
|
Unobservable Input
|
Range (Weighted Average)
|
||
Securities - Trading: Collateralized Debt Obligations
|
$
|
7,599
|
|
Discounted Cash Flow
|
Total Projected Defaults,
Discount Rate over Treasury
|
19.0 to 30.1% (24.9%)
4.5 to 4.5% (4.5%)
|
Securities - Available-for-Sale: Non-agency RMBS
|
$
|
38,585
|
|
Discounted Cash Flow
|
Constant Prepayment Rate,
Constant Default Rate,
Loss Severity,
Discount Rate over LIBOR
|
1.6 to 44.5% (9.7%)
0.3 to 14.6% (5.4%)
1.6 to 84.2% (60.9%)
2.5 to 8.4% (5.3%)
|
Derivative Instruments, net
|
$
|
1,007
|
|
Sales Comparison Approach
|
Projected Sales Profit of Underlying Loans
|
0.5 to 1.5%
|
|
June 30, 2013
|
|||||
(Dollars in thousands)
|
Fair Value
|
Valuation Technique
|
Unobservable Input
|
Range (Weighted Average)
|
||
Securities - Trading: Collateralized Debt Obligations
|
$
|
7,111
|
|
Discounted Cash Flow
|
Total Projected Defaults,
Discount Rate over Treasury
|
26.3 to 31.1% (28.5%)
4.5 to 4.5% (4.5%)
|
Securities - Available-for-Sale: Non-agency RMBS
|
$
|
49,284
|
|
Discounted Cash Flow
|
Constant Prepayment Rate,
Constant Default Rate,
Loss Severity,
Discount Rate over LIBOR
|
2.5 to 55.4% (15.6%)
0.3 to 22.7% (10.3%)
1.6 to 96.2% (59.9%)
2.4 to 7.9% (5.6%)
|
Derivative Instruments, net
|
$
|
2,222
|
|
Sales Comparison Approach
|
Projected Sales Profit of Underlying Loans
|
0.5 to 1.5%
|
|
For the Three Months Ended
|
|
For the Nine Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
(Dollars in thousands)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Interest income on investments
|
$
|
61
|
|
|
$
|
58
|
|
|
$
|
175
|
|
|
$
|
196
|
|
Fair value adjustment
|
53
|
|
|
459
|
|
|
488
|
|
|
1,356
|
|
||||
Total
|
$
|
114
|
|
|
$
|
517
|
|
|
$
|
663
|
|
|
$
|
1,552
|
|
|
March 31, 2014
|
||||||||||||||
(Dollars in thousands)
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Balance
|
||||||||
Impaired Loans:
|
|
|
|
|
|
|
|
||||||||
Single Family real estate secured:
|
|
|
|
|
|
|
|
||||||||
Mortgage
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,251
|
|
|
$
|
10,251
|
|
Home Equity
|
—
|
|
|
—
|
|
|
37
|
|
|
37
|
|
||||
Multifamily real estate secured
|
—
|
|
|
—
|
|
|
6,180
|
|
|
6,180
|
|
||||
Commercial real estate secured
|
—
|
|
|
—
|
|
|
4,437
|
|
|
4,437
|
|
||||
Auto and RV secured
|
—
|
|
|
—
|
|
|
564
|
|
|
564
|
|
||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,469
|
|
|
$
|
21,469
|
|
Other real estate owned and repossessed vehicles:
|
|
|
|
|
|
|
|
||||||||
Single Family real estate secured:
|
|
|
|
|
|
|
|
||||||||
Mortgage
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
86
|
|
|
$
|
86
|
|
Multifamily real estate secured
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Auto and RV secured
|
—
|
|
|
—
|
|
|
48
|
|
|
48
|
|
||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
134
|
|
|
$
|
134
|
|
HTM Securities - Non-Agency RMBS
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
91,514
|
|
|
$
|
91,514
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
June 30, 2013
|
||||||||||||||
(Dollars in thousands)
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant Other
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Balance
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Impaired Loans:
|
|
|
|
|
|
|
|
||||||||
Single Family real estate secured:
|
|
|
|
|
|
|
|
||||||||
Mortgage
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,372
|
|
|
$
|
12,372
|
|
Home Equity
|
—
|
|
|
—
|
|
|
57
|
|
|
57
|
|
||||
Multifamily real estate secured
|
—
|
|
|
—
|
|
|
4,505
|
|
|
4,505
|
|
||||
Commercial real estate secured
|
—
|
|
|
—
|
|
|
3,559
|
|
|
3,559
|
|
||||
Auto and RV secured
|
—
|
|
|
—
|
|
|
1,348
|
|
|
1,348
|
|
||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,841
|
|
|
$
|
21,841
|
|
Other real estate owned and foreclosed assets:
|
|
|
|
|
|
|
|
||||||||
Single Family real estate secured:
|
|
|
|
|
|
|
|
||||||||
Mortgage
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
567
|
|
|
$
|
567
|
|
Multifamily real estate secured
|
—
|
|
|
—
|
|
|
1,298
|
|
|
1,298
|
|
||||
Auto and RV secured
|
—
|
|
|
—
|
|
|
141
|
|
|
141
|
|
||||
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,006
|
|
|
$
|
2,006
|
|
HTM Securities - Non-Agency RMBS
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
97,193
|
|
|
$
|
97,193
|
|
(Dollars in thousands)
|
March 31, 2014
|
|
June 30, 2013
|
||||
Aggregate fair value
|
$
|
11,255
|
|
|
$
|
36,665
|
|
Contractual balance
|
9,189
|
|
|
36,070
|
|
||
Gain
|
$
|
2,066
|
|
|
$
|
595
|
|
|
For the Three Months Ended
|
|
For the Nine Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
(Dollars in thousands)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Interest income
|
$
|
48
|
|
|
$
|
280
|
|
|
$
|
438
|
|
|
$
|
1,074
|
|
Change in fair value
|
(383
|
)
|
|
(720
|
)
|
|
(2,078
|
)
|
|
20
|
|
||||
Total
|
$
|
(335
|
)
|
|
$
|
(440
|
)
|
|
$
|
(1,640
|
)
|
|
$
|
1,094
|
|
|
March 31, 2014
|
|||||
(Dollars in thousands)
|
Fair Value
|
Valuation Technique(s)
|
Unobservable Input
|
Range (Weighted Average)
1
|
||
Impaired loans:
|
|
|
|
|
||
Single Family real estate secured:
|
|
|
|
|
||
Mortgage
|
$
|
10,251
|
|
Sales comparison approach
|
Adjustment for differences between the comparable sales
|
-62.6 to 86.5% (-6.2%)
|
Home Equity
|
$
|
37
|
|
Sales comparison approach
|
Adjustment for differences between the comparable sales
|
-13.9 to 12.0% (3.8%)
|
Multifamily real estate secured
|
$
|
6,180
|
|
Sales comparison approach and income approach
|
Adjustment for differences between the comparable sales and adjustments for differences in net operating income expectations, Capitalization rate
|
-56.7 to 99.9% (-11.0%)
|
Commercial real estate secured
|
$
|
4,437
|
|
Sales comparison approach and income approach
|
Adjustment for differences between the comparable sales and adjustments for differences in net operating income expectations, Capitalization rate
|
-51.4 to 82.4% (-23.8%)
|
Auto and RV secured
|
$
|
564
|
|
Sales comparison approach
|
Adjustment for differences between the comparable sales
|
0.0 to 95.1% (3.6%)
|
Other real estate owned:
|
|
|
|
|
||
Single Family real estate secured:
|
|
|
|
|
||
Mortgage
|
$
|
86
|
|
Sales comparison approach
|
Adjustment for differences between the comparable sales
|
-20.8 to 0.0% (-20.8%)
|
Auto and RV secured
|
$
|
48
|
|
Sales comparison approach
|
Adjustment for differences between the comparable sales
|
-36.5 to 24.8% (4.8%)
|
HTM Securities - Non-Agency RMBS
|
$
|
91,514
|
|
Discounted Cash Flow
|
Constant Prepayment Rate,
Constant Default Rate,
Loss Severity,
Discount Rate over LIBOR
|
2.1 to 44.5% (9.6%)
1.5 to 13.3% (5.9%)
3.5 to 76.3% (59.9%)
2.8 to 8.4% (6.2%)
|
|
June 30, 2013
|
|||||
(Dollars in thousands)
|
Fair Value
|
Valuation Technique(s)
|
Unobservable Input
|
Range (Weighted Average)
1
|
||
Impaired loans:
|
|
|
|
|
||
Single Family real estate secured:
|
|
|
|
|
||
Mortgage
|
$
|
12,372
|
|
Sales comparison approach
|
Adjustment for differences between the comparable sales
|
-94.4 to 39.8% (-19.1%)
|
Home Equity
|
$
|
57
|
|
Sales comparison approach
|
Adjustment for differences between the comparable sales
|
-17.5 to 89.6% (22.6%)
|
Multifamily real estate secured
|
$
|
4,505
|
|
Sales comparison approach and income approach
|
Adjustment for differences between the comparable sales and adjustments for differences in net operating income expectations, Capitalization rate
|
-79.1 to 35.9% (-21.5%)
|
Commercial real estate secured
|
$
|
3,559
|
|
Sales comparison approach and income approach
|
Adjustment for differences between the comparable sales and adjustments for differences in net operating income expectations, Capitalization rate
|
-33.7 to 60.0% (5.8%)
|
Auto and RV secured
|
$
|
1,348
|
|
Sales comparison approach
|
Adjustment for differences between the comparable sales
|
-5.1 to 46.8% (9.7%)
|
Other real estate owned:
|
|
|
|
|
||
Single Family real estate secured:
|
|
|
|
|
||
Mortgage
|
$
|
567
|
|
Sales comparison approach
|
Adjustment for differences between the comparable sales
|
-50.6 to 22.6% (-18.7%)
|
Multifamily real estate secured
|
$
|
1,298
|
|
Sales comparison approach and income approach
|
Adjustment for differences between the comparable sales and adjustments for differences in net operating income expectations, Capitalization rate
|
-59.2 to 38.6% (-10.6%)
|
Auto and RV secured
|
$
|
141
|
|
Sales comparison approach
|
Adjustment for differences between the comparable sales
|
-57.5 to 19.9% (-3.4%)
|
HTM Securities - Non-Agency RMBS
|
$
|
97,193
|
|
Discounted Cash Flow
|
Constant Prepayment Rate,
Constant Default Rate,
Loss Severity,
Discount Rate over LIBOR
|
6.1 to 55.4% (16.6%)
1.5 to 22.5% (12.2%)
3.5 to 74.5% (60.3%)
3.0 to 7.9% (6.8%)
|
|
March 31, 2014
|
||||||||||||||||||
|
|
|
Fair Value
|
|
|
||||||||||||||
(Dollars in thousands)
|
Carrying
Amount |
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Fair Value
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
128,398
|
|
|
$
|
128,398
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
128,398
|
|
Securities trading
|
7,599
|
|
|
—
|
|
|
—
|
|
|
7,599
|
|
|
7,599
|
|
|||||
Securities available-for-sale
|
206,166
|
|
|
—
|
|
|
167,581
|
|
|
38,585
|
|
|
206,166
|
|
|||||
Securities held-to-maturity
|
253,276
|
|
|
—
|
|
|
90,573
|
|
|
159,300
|
|
|
249,873
|
|
|||||
Loans held for sale, at fair value
|
11,255
|
|
|
—
|
|
|
11,255
|
|
|
—
|
|
|
11,255
|
|
|||||
Loans held for sale, at lower of cost or fair value
|
53,413
|
|
|
—
|
|
|
—
|
|
|
53,439
|
|
|
53,439
|
|
|||||
Loans held for investment—net
|
3,101,408
|
|
|
—
|
|
|
—
|
|
|
3,215,143
|
|
|
3,215,143
|
|
|||||
Accrued interest receivable
|
11,649
|
|
|
—
|
|
|
—
|
|
|
11,649
|
|
|
11,649
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Time deposits and savings
|
2,832,976
|
|
|
—
|
|
|
2,833,325
|
|
|
—
|
|
|
2,833,325
|
|
|||||
Securities sold under agreements to repurchase
|
60,000
|
|
|
—
|
|
|
64,317
|
|
|
—
|
|
|
64,317
|
|
|||||
Advances from the Federal Home Loan Bank
|
592,000
|
|
|
—
|
|
|
597,551
|
|
|
—
|
|
|
597,551
|
|
|||||
Subordinated debentures and other borrowings
|
5,155
|
|
|
—
|
|
|
5,289
|
|
|
—
|
|
|
5,289
|
|
|||||
Accrued interest payable
|
1,410
|
|
|
—
|
|
|
1,410
|
|
|
—
|
|
|
1,410
|
|
|
June 30, 2013
|
||||||||||||||||||
|
Fair Value
|
||||||||||||||||||
(Dollars in thousands)
|
Carrying
Amount |
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Fair Value
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
201,694
|
|
|
$
|
201,694
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
201,694
|
|
Securities trading
|
7,111
|
|
|
—
|
|
|
—
|
|
|
7,111
|
|
|
7,111
|
|
|||||
Securities available-for-sale
|
185,607
|
|
|
—
|
|
|
136,323
|
|
|
49,284
|
|
|
185,607
|
|
|||||
Securities held-to-maturity
|
275,691
|
|
|
—
|
|
|
97,340
|
|
|
174,514
|
|
|
271,854
|
|
|||||
Loans held for sale, at fair value
|
36,665
|
|
|
—
|
|
|
36,665
|
|
|
—
|
|
|
36,665
|
|
|||||
Loans held for sale, at lower of cost or fair value
|
40,326
|
|
|
—
|
|
|
—
|
|
|
40,424
|
|
|
40,424
|
|
|||||
Loans held for investment—net
|
2,256,918
|
|
|
—
|
|
|
—
|
|
|
2,316,802
|
|
|
2,316,802
|
|
|||||
Accrued interest receivable
|
9,763
|
|
|
—
|
|
|
—
|
|
|
9,763
|
|
|
9,763
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Time deposits and savings
|
2,091,999
|
|
|
—
|
|
|
2,109,725
|
|
|
—
|
|
|
2,109,725
|
|
|||||
Securities sold under agreements to repurchase
|
110,000
|
|
|
—
|
|
|
117,215
|
|
|
—
|
|
|
117,215
|
|
|||||
Advances from the Federal Home Loan Bank
|
590,417
|
|
|
—
|
|
|
595,651
|
|
|
—
|
|
|
595,651
|
|
|||||
Subordinated debentures and other borrowings
|
5,155
|
|
|
—
|
|
|
5,317
|
|
|
—
|
|
|
5,317
|
|
|||||
Accrued interest payable
|
1,674
|
|
|
—
|
|
|
1,674
|
|
|
—
|
|
|
1,674
|
|
4.
|
SECURITIES
|
|
March 31, 2014
|
||||||||||||||||||||||||||||||||||
|
Trading
|
|
Available-for-sale
|
|
Held-to-maturity
|
||||||||||||||||||||||||||||||
(Dollars in thousands)
|
Fair
Value
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Unrecognized
Gains
|
|
Unrecognized
Losses
|
|
Fair
Value
|
||||||||||||||||||
Mortgage-backed securities (RMBS):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
U.S. agencies
1
|
$
|
—
|
|
|
$
|
62,494
|
|
|
$
|
1,036
|
|
|
$
|
(1,888
|
)
|
|
$
|
61,642
|
|
|
$
|
49,125
|
|
|
$
|
1,917
|
|
|
$
|
—
|
|
|
$
|
51,042
|
|
Non-agency
2
|
—
|
|
|
35,878
|
|
|
3,351
|
|
|
(644
|
)
|
|
38,585
|
|
|
168,081
|
|
|
6,668
|
|
|
(15,449
|
)
|
|
159,300
|
|
|||||||||
Total mortgage-backed securities
|
—
|
|
|
98,372
|
|
|
4,387
|
|
|
(2,532
|
)
|
|
100,227
|
|
|
217,206
|
|
|
8,585
|
|
|
(15,449
|
)
|
|
210,342
|
|
|||||||||
Other debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
U.S. agencies
1
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Municipal
|
—
|
|
|
28,599
|
|
|
355
|
|
|
(11
|
)
|
|
28,943
|
|
|
36,070
|
|
|
3,461
|
|
|
—
|
|
|
39,531
|
|
|||||||||
Non-agency
|
7,599
|
|
|
76,299
|
|
|
770
|
|
|
(73
|
)
|
|
76,996
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total other debt securities
|
7,599
|
|
|
104,898
|
|
|
1,125
|
|
|
(84
|
)
|
|
105,939
|
|
|
36,070
|
|
|
3,461
|
|
|
—
|
|
|
39,531
|
|
|||||||||
Total debt securities
|
$
|
7,599
|
|
|
$
|
203,270
|
|
|
$
|
5,512
|
|
|
$
|
(2,616
|
)
|
|
$
|
206,166
|
|
|
$
|
253,276
|
|
|
$
|
12,046
|
|
|
$
|
(15,449
|
)
|
|
$
|
249,873
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
June 30, 2013
|
||||||||||||||||||||||||||||||||||
|
Trading
|
|
Available-for-sale
|
|
Held-to-maturity
|
||||||||||||||||||||||||||||||
(Dollars in thousands)
|
Fair
Value
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Unrecognized
Gains
|
|
Unrecognized
Losses
|
|
Fair
Value
|
||||||||||||||||||
Mortgage-backed securities (RMBS):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
U.S. agencies
1
|
$
|
—
|
|
|
$
|
70,517
|
|
|
$
|
1,143
|
|
|
$
|
(1,778
|
)
|
|
$
|
69,882
|
|
|
$
|
54,825
|
|
|
$
|
2,386
|
|
|
$
|
—
|
|
|
$
|
57,211
|
|
Non-agency
2
|
—
|
|
|
45,271
|
|
|
4,221
|
|
|
(208
|
)
|
|
49,284
|
|
|
184,742
|
|
|
5,758
|
|
|
(15,986
|
)
|
|
174,514
|
|
|||||||||
Total mortgage-backed securities
|
—
|
|
|
115,788
|
|
|
5,364
|
|
|
(1,986
|
)
|
|
119,166
|
|
|
239,567
|
|
|
8,144
|
|
|
(15,986
|
)
|
|
231,725
|
|
|||||||||
Other debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
U.S. agencies
1
|
—
|
|
|
25,049
|
|
|
14
|
|
|
—
|
|
|
25,063
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Municipal
|
—
|
|
|
11,062
|
|
|
41
|
|
|
—
|
|
|
11,103
|
|
|
36,124
|
|
|
4,005
|
|
|
—
|
|
|
40,129
|
|
|||||||||
Non-agency
|
7,111
|
|
|
29,646
|
|
|
630
|
|
|
(1
|
)
|
|
30,275
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total other debt securities
|
7,111
|
|
|
65,757
|
|
|
685
|
|
|
(1
|
)
|
|
66,441
|
|
|
36,124
|
|
|
4,005
|
|
|
—
|
|
|
40,129
|
|
|||||||||
Total debt securities
|
$
|
7,111
|
|
|
$
|
181,545
|
|
|
$
|
6,049
|
|
|
$
|
(1,987
|
)
|
|
$
|
185,607
|
|
|
$
|
275,691
|
|
|
$
|
12,149
|
|
|
$
|
(15,986
|
)
|
|
$
|
271,854
|
|
1.
|
U.S. government-backed or government sponsored enterprises including Fannie Mae, Freddie Mac and Ginnie Mae.
|
2.
|
Private sponsors of securities collateralized primarily by pools of 1-4 family residential first mortgages. Primarily super senior securities secured by prime, Alt-A or pay-option ARM mortgages.
|
|
March 31, 2014
|
||||||||||||||||||||||||||||||||||||||||||||||
|
Available-for-sale securities in loss position for
|
|
Held-to-maturity securities in loss position for
|
||||||||||||||||||||||||||||||||||||||||||||
|
Less Than
12 Months
|
|
More Than
12 Months
|
|
Total
|
|
Less Than
12 Months
|
|
More Than
12 Months
|
|
Total
|
||||||||||||||||||||||||||||||||||||
(Dollars in thousands)
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
||||||||||||||||||||||||
RMBS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
U.S. agencies
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27,375
|
|
|
$
|
(1,888
|
)
|
|
$
|
27,375
|
|
|
$
|
(1,888
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Non-agency
|
66
|
|
|
(6
|
)
|
|
1,983
|
|
|
(638
|
)
|
|
2,049
|
|
|
(644
|
)
|
|
8,978
|
|
|
(412
|
)
|
|
69,723
|
|
|
(15,037
|
)
|
|
78,701
|
|
|
(15,449
|
)
|
||||||||||||
Total RMBS securities
|
66
|
|
|
(6
|
)
|
|
29,358
|
|
|
(2,526
|
)
|
|
29,424
|
|
|
(2,532
|
)
|
|
8,978
|
|
|
(412
|
)
|
|
69,724
|
|
|
(15,037
|
)
|
|
78,702
|
|
|
(15,449
|
)
|
||||||||||||
Other Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
U.S. agencies
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Municipal Debt
|
7,754
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
7,754
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Non-agency
|
8,458
|
|
|
(73
|
)
|
|
—
|
|
|
—
|
|
|
8,458
|
|
|
(73
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Total Other Debt
|
16,212
|
|
|
(84
|
)
|
|
—
|
|
|
—
|
|
|
16,212
|
|
|
(84
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Total debt securities
|
$
|
16,278
|
|
|
$
|
(90
|
)
|
|
$
|
29,358
|
|
|
$
|
(2,526
|
)
|
|
$
|
45,636
|
|
|
$
|
(2,616
|
)
|
|
$
|
8,978
|
|
|
$
|
(412
|
)
|
|
$
|
69,724
|
|
|
$
|
(15,037
|
)
|
|
$
|
78,702
|
|
|
$
|
(15,449
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
June 30, 2013
|
||||||||||||||||||||||||||||||||||||||||||||||
|
Available-for-sale securities in loss position for
|
|
Held-to-maturity securities in loss position for
|
||||||||||||||||||||||||||||||||||||||||||||
|
Less Than
12 Months
|
|
More Than
12 Months
|
|
Total
|
|
Less Than
12 Months
|
|
More Than
12 Months
|
|
Total
|
||||||||||||||||||||||||||||||||||||
(Dollars in thousands)
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
||||||||||||||||||||||||
RMBS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
U.S. agencies
|
$
|
27,212
|
|
|
$
|
(1,714
|
)
|
|
$
|
4,611
|
|
|
$
|
(64
|
)
|
|
$
|
31,823
|
|
|
$
|
(1,778
|
)
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
—
|
|
Non-agency
|
6,070
|
|
|
(14
|
)
|
|
2,415
|
|
|
(194
|
)
|
|
8,485
|
|
|
(208
|
)
|
|
49,030
|
|
|
(2,517
|
)
|
|
48,009
|
|
|
(13,469
|
)
|
|
97,039
|
|
|
(15,986
|
)
|
||||||||||||
Total RMBS securities
|
33,282
|
|
|
(1,728
|
)
|
|
7,026
|
|
|
(258
|
)
|
|
40,308
|
|
|
(1,986
|
)
|
|
49,033
|
|
|
(2,517
|
)
|
|
48,014
|
|
|
(13,469
|
)
|
|
97,047
|
|
|
(15,986
|
)
|
||||||||||||
Other Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
U.S. agencies
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Municipal Debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Non-agency
|
7,232
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
7,232
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Total Other Debt
|
7,232
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
7,232
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||||
Total debt securities
|
$
|
40,514
|
|
|
$
|
(1,729
|
)
|
|
$
|
7,026
|
|
|
$
|
(258
|
)
|
|
$
|
47,540
|
|
|
$
|
(1,987
|
)
|
|
$
|
49,033
|
|
|
$
|
(2,517
|
)
|
|
$
|
48,014
|
|
|
$
|
(13,469
|
)
|
|
$
|
97,047
|
|
|
$
|
(15,986
|
)
|
|
For the Three Months Ended
|
|
For the Nine Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
(Dollars in thousands)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Beginning balance
|
$
|
(16,782
|
)
|
|
$
|
(13,529
|
)
|
|
$
|
(15,336
|
)
|
|
$
|
(11,835
|
)
|
Additions for the amounts related to credit loss for which an other-than-temporary impairment was not previously recognized
|
(187
|
)
|
|
—
|
|
|
(187
|
)
|
|
(323
|
)
|
||||
Increases to the amount related to the credit loss for which other-than-temporary impairment was previously recognized
|
(531
|
)
|
|
(536
|
)
|
|
(1,977
|
)
|
|
(1,907
|
)
|
||||
Ending balance
|
$
|
(17,500
|
)
|
|
$
|
(14,065
|
)
|
|
$
|
(17,500
|
)
|
|
$
|
(14,065
|
)
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
March 31,
2014 |
|
June 30,
2013 |
||||
Available-for-sale debt securities—net unrealized gains
|
$
|
2,897
|
|
|
$
|
4,061
|
|
Held-to-maturity debt securities—non-credit related
|
(21,850
|
)
|
|
(22,067
|
)
|
||
Subtotal
|
(18,953
|
)
|
|
(18,006
|
)
|
||
Tax benefit
|
7,584
|
|
|
7,206
|
|
||
Net unrealized loss on investment securities in accumulated other comprehensive loss
|
$
|
(11,369
|
)
|
|
$
|
(10,800
|
)
|
|
March 31, 2014
|
||||||||||||||||||
|
Trading
|
|
Available for sale
|
|
Held-to-maturity
|
||||||||||||||
(Dollars in thousands)
|
Fair
Value
|
|
Amortized
Cost
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||||
RMBS—U.S. agencies
1
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Due within one year
|
$
|
—
|
|
|
$
|
5,275
|
|
|
$
|
5,071
|
|
|
$
|
1,781
|
|
|
$
|
1,840
|
|
Due one to five years
|
—
|
|
|
16,878
|
|
|
16,350
|
|
|
6,635
|
|
|
6,854
|
|
|||||
Due five to ten years
|
—
|
|
|
14,776
|
|
|
14,537
|
|
|
7,190
|
|
|
7,432
|
|
|||||
Due after ten years
|
—
|
|
|
25,565
|
|
|
25,684
|
|
|
33,519
|
|
|
34,916
|
|
|||||
Total RMBS—U.S. agencies
1
|
—
|
|
|
62,494
|
|
|
61,642
|
|
|
49,125
|
|
|
51,042
|
|
|||||
RMBS—Non-agency:
|
|
|
|
|
|
|
|
|
|
||||||||||
Due within one year
|
—
|
|
|
7,294
|
|
|
7,827
|
|
|
20,642
|
|
|
20,066
|
|
|||||
Due one to five years
|
—
|
|
|
16,705
|
|
|
18,166
|
|
|
52,469
|
|
|
50,843
|
|
|||||
Due five to ten years
|
—
|
|
|
8,347
|
|
|
9,131
|
|
|
37,297
|
|
|
35,398
|
|
|||||
Due after ten years
|
—
|
|
|
3,532
|
|
|
3,461
|
|
|
57,673
|
|
|
52,993
|
|
|||||
Total RMBS—Non-agency
|
—
|
|
|
35,878
|
|
|
38,585
|
|
|
168,081
|
|
|
159,300
|
|
|||||
Other debt:
|
|
|
|
|
|
|
|
|
|
||||||||||
Due within one year
|
—
|
|
|
20,986
|
|
|
21,103
|
|
|
873
|
|
|
954
|
|
|||||
Due one to five years
|
—
|
|
|
58,475
|
|
|
59,116
|
|
|
4,052
|
|
|
4,430
|
|
|||||
Due five to ten years
|
—
|
|
|
14,225
|
|
|
14,365
|
|
|
6,362
|
|
|
6,959
|
|
|||||
Due after ten years
|
7,599
|
|
|
11,212
|
|
|
11,355
|
|
|
24,783
|
|
|
27,188
|
|
|||||
Total other debt
|
7,599
|
|
|
104,898
|
|
|
105,939
|
|
|
36,070
|
|
|
39,531
|
|
|||||
Total
|
$
|
7,599
|
|
|
$
|
203,270
|
|
|
$
|
206,166
|
|
|
$
|
253,276
|
|
|
$
|
249,873
|
|
5.
|
LOANS & ALLOWANCE FOR LOAN LOSSES
|
(Dollars in thousands)
|
March 31, 2014
|
|
June 30, 2013
|
||||
Single family real estate secured:
|
|
|
|
||||
Mortgage
|
$
|
1,670,078
|
|
|
$
|
1,070,668
|
|
Home equity
|
18,716
|
|
|
22,537
|
|
||
Warehouse and other
1
|
263,334
|
|
|
204,878
|
|
||
Multifamily real estate secured
|
906,275
|
|
|
768,023
|
|
||
Commercial real estate secured
|
24,441
|
|
|
29,000
|
|
||
Auto and RV secured
|
15,494
|
|
|
18,530
|
|
||
Factoring
|
108,871
|
|
|
108,144
|
|
||
Commercial & Industrial
|
146,129
|
|
|
78,721
|
|
||
Other
|
685
|
|
|
419
|
|
||
Total gross loans
|
3,154,023
|
|
|
2,300,920
|
|
||
Allowance for loan losses
|
(15,994
|
)
|
|
(14,182
|
)
|
||
Unaccreted discounts and loan fees
|
(36,621
|
)
|
|
(29,820
|
)
|
||
Total net loans
|
$
|
3,101,408
|
|
|
$
|
2,256,918
|
|
1.
|
The balance of single family warehouse loans was
$54,782
at
March 31, 2014
and
$107,806
at
June 30, 2013
. The remainder of the balance is attributable to single family lender finance loans.
|
|
March 31, 2014
|
||||||||||||||||||||||
(Dollars in thousands)
|
Unpaid
Principal Balance
|
|
Principal Balance Adjustment
|
|
Unpaid Book Balance
|
|
Accrued Interest /
Origination Fees
|
|
Recorded Investment
|
|
Related Allowance
|
||||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single Family Real Estate Secured:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchased
|
$
|
7,243
|
|
|
$
|
2,070
|
|
|
$
|
5,173
|
|
|
$
|
(15
|
)
|
|
$
|
5,158
|
|
|
$
|
—
|
|
Home Equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In-house originated
|
89
|
|
|
83
|
|
|
6
|
|
|
1
|
|
|
7
|
|
|
—
|
|
||||||
Multifamily Real Estate Secured:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchased
|
3,462
|
|
|
873
|
|
|
2,589
|
|
|
6
|
|
|
2,595
|
|
|
—
|
|
||||||
Commercial Real Estate Secured:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchased
|
3,670
|
|
|
1,280
|
|
|
2,390
|
|
|
93
|
|
|
2,483
|
|
|
—
|
|
||||||
Auto and RV Secured:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In-house originated
|
1,435
|
|
|
932
|
|
|
503
|
|
|
20
|
|
|
523
|
|
|
—
|
|
||||||
Factoring:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single Family Real Estate Secured:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In-house originated
|
1,468
|
|
|
37
|
|
|
1,431
|
|
|
2
|
|
|
1,433
|
|
|
5
|
|
||||||
Purchased
|
3,670
|
|
|
23
|
|
|
3,647
|
|
|
6
|
|
|
3,653
|
|
|
26
|
|
||||||
Home Equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In-house originated
|
31
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
31
|
|
|
—
|
|
||||||
Multifamily Real Estate Secured:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In-house originated
|
832
|
|
|
24
|
|
|
808
|
|
|
10
|
|
|
818
|
|
|
1
|
|
||||||
Purchased
|
2,790
|
|
|
7
|
|
|
2,783
|
|
|
4
|
|
|
2,787
|
|
|
12
|
|
||||||
Commercial Real Estate Secured:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchased
|
2,104
|
|
|
57
|
|
|
2,047
|
|
|
2
|
|
|
2,049
|
|
|
39
|
|
||||||
Auto and RV Secured:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In-house originated
|
62
|
|
|
1
|
|
|
61
|
|
|
1
|
|
|
62
|
|
|
3
|
|
||||||
Total
|
$
|
26,856
|
|
|
$
|
5,387
|
|
|
$
|
21,469
|
|
|
$
|
130
|
|
|
$
|
21,599
|
|
|
$
|
86
|
|
As a % of total gross loans
|
0.85
|
%
|
|
0.17
|
%
|
|
0.68
|
%
|
|
—
|
%
|
|
0.68
|
%
|
|
—
|
%
|
|
June 30, 2013
|
||||||||||||||||||||||
(Dollars in thousands)
|
Unpaid Principal Balance
|
|
Principal Balance Adjustment
|
|
Unpaid Book Balance
|
|
Accrued Interest /
Origination Fees
|
|
Recorded Investment
|
|
Related Allowance
|
||||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single Family Real Estate Secured:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchased
|
$
|
7,988
|
|
|
$
|
2,183
|
|
|
$
|
5,805
|
|
|
$
|
(8
|
)
|
|
$
|
5,797
|
|
|
$
|
—
|
|
Home Equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In-house originated
|
91
|
|
|
70
|
|
|
21
|
|
|
—
|
|
|
21
|
|
|
—
|
|
||||||
Multifamily Real Estate Secured:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchased
|
2,497
|
|
|
594
|
|
|
1,903
|
|
|
6
|
|
|
1,909
|
|
|
—
|
|
||||||
Commercial Real Estate Secured:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchased
|
2,316
|
|
|
888
|
|
|
1,428
|
|
|
1
|
|
|
1,429
|
|
|
—
|
|
||||||
Auto and RV Secured:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In-house originated
|
1,274
|
|
|
831
|
|
|
443
|
|
|
22
|
|
|
465
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Single Family Real Estate Secured:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In-house originated
|
2,179
|
|
|
—
|
|
|
2,179
|
|
|
4
|
|
|
2,183
|
|
|
4
|
|
||||||
Purchased
|
4,388
|
|
|
—
|
|
|
4,388
|
|
|
3
|
|
|
4,391
|
|
|
33
|
|
||||||
Home Equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In-house originated
|
35
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
35
|
|
|
—
|
|
||||||
Multifamily Real Estate Secured:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In-house originated
|
851
|
|
|
—
|
|
|
851
|
|
|
10
|
|
|
861
|
|
|
107
|
|
||||||
Purchased
|
1,752
|
|
|
—
|
|
|
1,752
|
|
|
17
|
|
|
1,769
|
|
|
5
|
|
||||||
Commercial Real Estate Secured:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchased
|
2,131
|
|
|
—
|
|
|
2,131
|
|
|
1
|
|
|
2,132
|
|
|
411
|
|
||||||
Auto and RV Secured:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In-house originated
|
905
|
|
|
—
|
|
|
905
|
|
|
16
|
|
|
921
|
|
|
505
|
|
||||||
Total
|
$
|
26,407
|
|
|
$
|
4,566
|
|
|
$
|
21,841
|
|
|
$
|
72
|
|
|
$
|
21,913
|
|
|
$
|
1,065
|
|
As a % of total gross loans
|
1.15
|
%
|
|
0.20
|
%
|
|
0.95
|
%
|
|
—
|
%
|
|
0.95
|
%
|
|
0.05
|
%
|
(Dollars in thousands)
|
March 31,
2014 |
|
June 30,
2013 |
||||
Single Family Real Estate Secured:
|
|
|
|
||||
Mortgage:
|
|
|
|
||||
In-house originated
|
$
|
1,431
|
|
|
$
|
2,179
|
|
Purchased
|
7,824
|
|
|
9,174
|
|
||
Home Equity:
|
|
|
|
||||
In-house originated
|
—
|
|
|
37
|
|
||
Multifamily Real Estate Secured:
|
|
|
|
||||
In-house originated
|
2,860
|
|
|
851
|
|
||
Purchased
|
3,320
|
|
|
2,031
|
|
||
Commercial Real Estate Secured:
|
|
|
|
||||
Purchased
|
3,038
|
|
|
3,559
|
|
||
Total nonaccrual loans secured by real estate
|
18,473
|
|
|
17,831
|
|
||
Auto and RV Secured
|
529
|
|
|
472
|
|
||
Total non-performing loans
|
$
|
19,002
|
|
|
$
|
18,303
|
|
Non-performing loans to total loans
|
0.60
|
%
|
|
0.80
|
%
|
|
March 31, 2014
|
||||||||||||||||||||||||||||||||||
|
Single Family Real Estate Secured: Mortgage
|
|
Multifamily Real Estate Secured
|
|
Commercial Real Estate Secured
|
||||||||||||||||||||||||||||||
(Dollars in thousands)
|
Origination
|
|
Purchase
|
|
Total
|
|
Origination
|
|
Purchase
|
|
Total
|
|
Origination
|
|
Purchase
|
|
Total
|
||||||||||||||||||
Performing
|
$
|
1,547,220
|
|
|
$
|
113,603
|
|
|
$
|
1,660,823
|
|
|
$
|
736,112
|
|
|
$
|
163,983
|
|
|
$
|
900,095
|
|
|
$
|
6,221
|
|
|
$
|
15,182
|
|
|
$
|
21,403
|
|
Non-performing
|
1,431
|
|
|
7,824
|
|
|
9,255
|
|
|
2,860
|
|
|
3,320
|
|
|
6,180
|
|
|
—
|
|
|
3,038
|
|
|
3,038
|
|
|||||||||
Total
|
$
|
1,548,651
|
|
|
$
|
121,427
|
|
|
$
|
1,670,078
|
|
|
$
|
738,972
|
|
|
$
|
167,303
|
|
|
$
|
906,275
|
|
|
$
|
6,221
|
|
|
$
|
18,220
|
|
|
$
|
24,441
|
|
|
June 30, 2013
|
||||||||||||||||||||||||||||||||||
|
Single Family Real Estate Secured: Mortgage
|
|
Multifamily Real Estate Secured
|
|
Commercial Real Estate Secured
|
||||||||||||||||||||||||||||||
(Dollars in thousands)
|
Origination
|
|
Purchase
|
|
Total
|
|
Origination
|
|
Purchase
|
|
Total
|
|
Origination
|
|
Purchase
|
|
Total
|
||||||||||||||||||
Performing
|
$
|
925,974
|
|
|
$
|
133,341
|
|
|
$
|
1,059,315
|
|
|
$
|
559,163
|
|
|
$
|
205,978
|
|
|
$
|
765,141
|
|
|
$
|
6,627
|
|
|
$
|
18,814
|
|
|
$
|
25,441
|
|
Non-performing
|
2,179
|
|
|
9,174
|
|
|
11,353
|
|
|
851
|
|
|
2,031
|
|
|
2,882
|
|
|
—
|
|
|
3,559
|
|
|
3,559
|
|
|||||||||
Total
|
$
|
928,153
|
|
|
$
|
142,515
|
|
|
$
|
1,070,668
|
|
|
$
|
560,014
|
|
|
$
|
208,009
|
|
|
$
|
768,023
|
|
|
$
|
6,627
|
|
|
$
|
22,373
|
|
|
$
|
29,000
|
|
|
March 31, 2014
|
||||||||||||||||||
(Dollars in thousands)
|
Pass
|
|
Special
Mention |
|
Substandard
|
|
Doubtful
|
|
Total
|
||||||||||
Single Family Real Estate Secured:
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgage:
|
|
|
|
|
|
|
|
|
|
||||||||||
In-house originated
|
$
|
1,540,220
|
|
|
$
|
5,026
|
|
|
$
|
3,405
|
|
|
$
|
—
|
|
|
$
|
1,548,651
|
|
Purchased
|
109,279
|
|
|
2,951
|
|
|
9,197
|
|
|
—
|
|
|
121,427
|
|
|||||
Home Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
In-house originated
|
4,460
|
|
|
30
|
|
|
20
|
|
|
—
|
|
|
4,510
|
|
|||||
Purchased
|
14,206
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,206
|
|
|||||
Warehouse and other:
|
|
|
|
|
|
|
|
|
|
||||||||||
In-house originated
|
263,334
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
263,334
|
|
|||||
Multifamily Real Estate Secured:
|
|
|
|
|
|
|
|
|
|
||||||||||
In-house originated
|
717,076
|
|
|
14,318
|
|
|
7,578
|
|
|
—
|
|
|
738,972
|
|
|||||
Purchased
|
156,686
|
|
|
2,896
|
|
|
7,721
|
|
|
—
|
|
|
167,303
|
|
|||||
Commercial Real Estate Secured:
|
|
|
|
|
|
|
|
|
|
||||||||||
In-house originated
|
6,221
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,221
|
|
|||||
Purchased
|
13,471
|
|
|
—
|
|
|
4,749
|
|
|
—
|
|
|
18,220
|
|
|||||
Auto and RV Secured:
|
|
|
|
|
|
|
|
|
|
||||||||||
In-house originated
|
14,716
|
|
|
158
|
|
|
620
|
|
|
—
|
|
|
15,494
|
|
|||||
Factoring:
|
|
|
|
|
|
|
|
|
|
||||||||||
In-house originated
|
108,871
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
108,871
|
|
|||||
Commercial & Industrial:
|
|
|
|
|
|
|
|
|
|
||||||||||
In-house originated
|
146,129
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
146,129
|
|
|||||
Other
|
685
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
685
|
|
|||||
Total
|
$
|
3,095,354
|
|
|
$
|
25,379
|
|
|
$
|
33,290
|
|
|
$
|
—
|
|
|
$
|
3,154,023
|
|
As a % of total gross loans
|
98.14
|
%
|
|
0.80
|
%
|
|
1.06
|
%
|
|
—
|
%
|
|
100.00
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
June 30, 2013
|
||||||||||||||||||
(Dollars in thousands)
|
Pass
|
|
Special
Mention |
|
Substandard
|
|
Doubtful
|
|
Total
|
||||||||||
Single Family Real Estate Secured:
|
|
|
|
|
|
|
|
|
|
||||||||||
Mortgage:
|
|
|
|
|
|
|
|
|
|
||||||||||
In-house originated
|
$
|
920,254
|
|
|
$
|
5,371
|
|
|
$
|
2,528
|
|
|
$
|
—
|
|
|
$
|
928,153
|
|
Purchased
|
131,213
|
|
|
1,323
|
|
|
9,979
|
|
|
—
|
|
|
142,515
|
|
|||||
Home Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
In-house originated
|
5,866
|
|
|
32
|
|
|
56
|
|
|
—
|
|
|
5,954
|
|
|||||
Purchased
|
16,583
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,583
|
|
|||||
Warehouse and other:
|
|
|
|
|
|
|
|
|
|
||||||||||
In-house originated
|
204,878
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
204,878
|
|
|||||
Multifamily Real Estate Secured:
|
|
|
|
|
|
|
|
|
|
||||||||||
In-house originated
|
554,924
|
|
|
1,358
|
|
|
3,625
|
|
|
107
|
|
|
560,014
|
|
|||||
Purchased
|
193,804
|
|
|
8,482
|
|
|
5,723
|
|
|
—
|
|
|
208,009
|
|
|||||
Commercial Real Estate Secured:
|
|
|
|
|
|
|
|
|
|
||||||||||
In-house originated
|
6,627
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,627
|
|
|||||
Purchased
|
17,146
|
|
|
951
|
|
|
3,865
|
|
|
411
|
|
|
22,373
|
|
|||||
Auto and RV Secured:
|
|
|
|
|
|
|
|
|
|
||||||||||
In-house originated
|
17,508
|
|
|
247
|
|
|
775
|
|
|
—
|
|
|
18,530
|
|
|||||
Factoring:
|
|
|
|
|
|
|
|
|
|
||||||||||
In-house originated
|
108,144
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
108,144
|
|
|||||
Commercial & Industrial:
|
|
|
|
|
|
|
|
|
|
||||||||||
In-house originated
|
77,721
|
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
78,721
|
|
|||||
Other
|
417
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
419
|
|
|||||
Total
|
$
|
2,255,085
|
|
|
$
|
18,766
|
|
|
$
|
26,551
|
|
|
$
|
518
|
|
|
$
|
2,300,920
|
|
As a % of total gross loans
|
98.01
|
%
|
|
0.82
|
%
|
|
1.15
|
%
|
|
0.02
|
%
|
|
100.00
|
%
|
|
March 31, 2014
|
||||||||||||||
(Dollars in thousands)
|
30-59 Days Past Due
|
|
60-89 Days Past Due
|
|
90+ Days Past Due
|
|
Total
|
||||||||
Single family real estate secured:
|
|
|
|
|
|
|
|
||||||||
Mortgage:
|
|
|
|
|
|
|
|
||||||||
In-house originated
|
$
|
3,255
|
|
|
$
|
541
|
|
|
$
|
1,433
|
|
|
$
|
5,229
|
|
Purchased
|
792
|
|
|
—
|
|
|
3,738
|
|
|
4,530
|
|
||||
Home equity:
|
|
|
|
|
|
|
|
||||||||
In-house originated
|
23
|
|
|
—
|
|
|
—
|
|
|
23
|
|
||||
Multifamily real estate secured:
|
|
|
|
|
|
|
|
||||||||
In-house originated
|
921
|
|
|
—
|
|
|
—
|
|
|
921
|
|
||||
Purchased
|
896
|
|
|
—
|
|
|
731
|
|
|
1,627
|
|
||||
Commercial real estate secured:
|
|
|
|
|
|
|
|
||||||||
Purchased
|
—
|
|
|
—
|
|
|
383
|
|
|
383
|
|
||||
Auto and RV secured
|
306
|
|
|
81
|
|
|
71
|
|
|
458
|
|
||||
Total
|
$
|
6,193
|
|
|
$
|
622
|
|
|
$
|
6,356
|
|
|
$
|
13,171
|
|
As a % of total gross loans
|
0.20
|
%
|
|
0.02
|
%
|
|
0.20
|
%
|
|
0.42
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
|
June 30, 2013
|
||||||||||||||
(Dollars in Thousands)
|
30-59 Days Past Due
|
|
60-89 Days Past Due
|
|
90+ Days Past Due
|
|
Total
|
||||||||
Single family real estate secured:
|
|
|
|
|
|
|
|
||||||||
Mortgage
|
|
|
|
|
|
|
|
||||||||
In-house originated
|
$
|
—
|
|
|
$
|
3,051
|
|
|
$
|
—
|
|
|
$
|
3,051
|
|
Purchased
|
1,400
|
|
|
565
|
|
|
7,323
|
|
|
9,288
|
|
||||
Home equity
|
|
|
|
|
|
|
|
||||||||
In-house originated
|
125
|
|
|
32
|
|
|
12
|
|
|
169
|
|
||||
Multifamily real estate secured
|
|
|
|
|
|
|
|
||||||||
In-house originated
|
3,701
|
|
|
—
|
|
|
—
|
|
|
3,701
|
|
||||
Purchased
|
—
|
|
|
60
|
|
|
399
|
|
|
459
|
|
||||
Commercial real estate secured
|
|
|
|
|
|
|
|
||||||||
Purchased
|
316
|
|
|
—
|
|
|
—
|
|
|
316
|
|
||||
Auto and RV secured
|
453
|
|
|
21
|
|
|
177
|
|
|
651
|
|
||||
Factoring
|
112
|
|
|
—
|
|
|
—
|
|
|
112
|
|
||||
Commercial and industrial
|
4,824
|
|
|
—
|
|
|
—
|
|
|
4,824
|
|
||||
Total
|
$
|
10,931
|
|
|
$
|
3,729
|
|
|
$
|
7,911
|
|
|
$
|
22,571
|
|
As a % of total gross loans
|
0.48
|
%
|
|
0.16
|
%
|
|
0.34
|
%
|
|
0.98
|
%
|
6.
|
STOCK-BASED COMPENSATION
|
|
Number of
Shares
|
|
Weighted-Average
Exercise Price
Per Share
|
|||
Outstanding - July 1, 2012
|
190,117
|
|
|
$
|
8.93
|
|
Granted
|
—
|
|
|
—
|
|
|
Exercised
|
(27,135
|
)
|
|
9.59
|
|
|
Cancelled
|
(500
|
)
|
|
11.00
|
|
|
Outstanding - June 30, 2013
|
162,482
|
|
|
$
|
8.81
|
|
Granted
|
—
|
|
|
—
|
|
|
Exercised
|
(26,970
|
)
|
|
8.99
|
|
|
Cancelled
|
—
|
|
|
—
|
|
|
Outstanding - March 31, 2014
|
135,512
|
|
|
$
|
8.77
|
|
Options exercisable - June 30, 2013
|
162,482
|
|
|
$
|
8.81
|
|
Options exercisable - March 31, 2014
|
135,512
|
|
|
$
|
8.77
|
|
As of March 31, 2014
|
||||||||||||||
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Exercise
Prices
|
|
Number
Outstanding
|
|
Weighted-Average
Remaining
Contractual Life (Years)
|
|
Number
Exercisable
|
|
Weighted-
Average
Exercise Price
|
||||||
$
|
7.35
|
|
|
43,850
|
|
|
2.32
|
|
43,850
|
|
|
$
|
7.35
|
|
8.50
|
|
|
7,500
|
|
|
1.67
|
|
7,500
|
|
|
8.50
|
|
||
9.20
|
|
|
7,500
|
|
|
1.40
|
|
7,500
|
|
|
9.20
|
|
||
9.50
|
|
|
64,940
|
|
|
1.32
|
|
64,940
|
|
|
9.50
|
|
||
10.00
|
|
|
11,722
|
|
|
0.25
|
|
11,722
|
|
|
10.00
|
|
||
$
|
8.77
|
|
|
135,512
|
|
|
1.57
|
|
135,512
|
|
|
$
|
8.77
|
|
(Dollars in thousands)
|
Stock Award
Compensation
Expense
|
||
For the fiscal year remainder:
|
|
||
2014
|
$
|
1,140
|
|
2015
|
3,867
|
|
|
2016
|
3,168
|
|
|
2017
|
1,333
|
|
|
Total
|
$
|
9,508
|
|
|
Restricted Stock
and Restricted
Stock Unit Shares
|
|
Weighted-Average
Grant-Date
Fair Value
|
|||
Non-vested balance at July 1, 2012
|
360,662
|
|
|
$
|
13.20
|
|
Granted
|
181,483
|
|
|
28.83
|
|
|
Vested
|
(213,355
|
)
|
|
13.32
|
|
|
Cancelled
|
(30,305
|
)
|
|
18.01
|
|
|
Non-vested balance at June 30, 2013
|
298,485
|
|
|
$
|
22.13
|
|
Granted
|
132,357
|
|
|
59.86
|
|
|
Vested
|
(89,561
|
)
|
|
16.68
|
|
|
Cancelled
|
(21,089
|
)
|
|
33.85
|
|
|
Non-vested balance at March 31, 2014
|
320,192
|
|
|
$
|
38.48
|
|
7.
|
EARNINGS PER SHARE ("EPS")
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
(Dollars in thousands, except per share data)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Earnings Per Common Share
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
14,610
|
|
|
$
|
10,402
|
|
|
$
|
39,946
|
|
|
$
|
29,159
|
|
Preferred stock dividends
|
(77
|
)
|
|
(349
|
)
|
|
(232
|
)
|
|
(758
|
)
|
||||
Net income attributable to common shareholders
|
$
|
14,533
|
|
|
$
|
10,053
|
|
|
$
|
39,714
|
|
|
$
|
28,401
|
|
Average common shares issued and outstanding
|
14,162,760
|
|
|
12,874,371
|
|
|
13,956,612
|
|
|
12,506,745
|
|
||||
Average unvested RSU shares
|
324,413
|
|
|
419,342
|
|
|
332,959
|
|
|
395,855
|
|
||||
Total qualifying shares
|
14,487,173
|
|
|
13,293,713
|
|
|
14,289,571
|
|
|
12,902,600
|
|
||||
Earnings per common share
|
$
|
1.00
|
|
|
$
|
0.76
|
|
|
$
|
2.78
|
|
|
$
|
2.20
|
|
Diluted Earnings Per Common Share
|
|
|
|
|
|
|
|
||||||||
Net income attributable to common shareholders
|
$
|
14,533
|
|
|
$
|
10,053
|
|
|
$
|
39,714
|
|
|
$
|
28,401
|
|
Preferred stock dividends to dilutive convertible preferred
|
—
|
|
|
279
|
|
|
—
|
|
|
532
|
|
||||
Dilutive net income attributable to common shareholders
|
$
|
14,533
|
|
|
$
|
10,332
|
|
|
$
|
39,714
|
|
|
$
|
28,933
|
|
Average common shares issued and outstanding
|
14,487,173
|
|
|
13,293,713
|
|
|
14,289,571
|
|
|
12,902,600
|
|
||||
Dilutive effect of stock options
|
75,567
|
|
|
48,918
|
|
|
76,827
|
|
|
60,867
|
|
||||
Dilutive effect of convertible preferred stock
|
—
|
|
|
608,855
|
|
|
—
|
|
|
711,634
|
|
||||
Total dilutive common shares issued and outstanding
|
14,562,740
|
|
|
13,951,486
|
|
|
14,366,398
|
|
|
13,675,101
|
|
||||
Diluted earnings per common share
|
$
|
1.00
|
|
|
$
|
0.74
|
|
|
$
|
2.76
|
|
|
$
|
2.12
|
|
8.
|
COMMITMENTS AND CONTINGENCIES
|
9.
|
RELATED PARTY TRANSACTIONS
|
10.
|
SUBSEQUENT EVENT
|
Item 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
(Dollars in thousands)
|
March 31,
2014 |
|
June 30,
2013 |
|
March 31,
2013 |
||||||
Selected Balance Sheet Data:
|
|
|
|
|
|
||||||
Total assets
|
$
|
3,850,825
|
|
|
$
|
3,090,771
|
|
|
$
|
2,961,663
|
|
Loans—net of allowance for loan losses
|
3,101,408
|
|
|
2,256,918
|
|
|
2,195,331
|
|
|||
Loans held for sale, at fair value
|
11,255
|
|
|
36,665
|
|
|
32,412
|
|
|||
Loans held for sale, lower of cost or fair value
|
53,413
|
|
|
40,326
|
|
|
65,059
|
|
|||
Allowance for loan losses
|
15,994
|
|
|
14,182
|
|
|
12,286
|
|
|||
Securities—trading
|
7,599
|
|
|
7,111
|
|
|
7,194
|
|
|||
Securities—available-for-sale
|
206,166
|
|
|
185,607
|
|
|
159,486
|
|
|||
Securities—held-to-maturity
|
253,276
|
|
|
275,691
|
|
|
280,908
|
|
|||
Total deposits
|
2,832,976
|
|
|
2,091,999
|
|
|
2,102,936
|
|
|||
Securities sold under agreements to repurchase
|
60,000
|
|
|
110,000
|
|
|
110,000
|
|
|||
Advances from the FHLB
|
592,000
|
|
|
590,417
|
|
|
460,000
|
|
|||
Subordinated debentures and other borrowings
|
5,155
|
|
|
5,155
|
|
|
5,155
|
|
|||
Total stockholders’ equity
|
338,845
|
|
|
268,262
|
|
|
260,704
|
|
|
At or for the Three Months Ended
|
|
|
At or for the Nine Months Ended
|
|||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
(Dollars in thousands, except per share data)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Selected Income Statement Data:
|
|
|
|
|
|
|
|
||||||||
Interest and dividend income
|
$
|
45,163
|
|
|
$
|
34,635
|
|
|
$
|
122,736
|
|
|
$
|
99,191
|
|
Interest expense
|
9,500
|
|
|
8,433
|
|
|
26,135
|
|
|
25,568
|
|
||||
Net interest income
|
35,663
|
|
|
26,202
|
|
|
96,601
|
|
|
73,623
|
|
||||
Provision for loan losses
|
1,600
|
|
|
1,550
|
|
|
3,100
|
|
|
6,050
|
|
||||
Net interest income after provision for loan losses
|
34,063
|
|
|
24,652
|
|
|
93,501
|
|
|
67,573
|
|
||||
Non-interest income
|
5,212
|
|
|
6,834
|
|
|
17,732
|
|
|
19,844
|
|
||||
Non-interest expense
|
14,347
|
|
|
13,921
|
|
|
44,167
|
|
|
38,234
|
|
||||
Income before income tax expense
|
24,928
|
|
|
17,565
|
|
|
67,066
|
|
|
49,183
|
|
||||
Income tax expense
|
10,318
|
|
|
7,163
|
|
|
27,120
|
|
|
20,024
|
|
||||
Net income
|
$
|
14,610
|
|
|
$
|
10,402
|
|
|
$
|
39,946
|
|
|
$
|
29,159
|
|
Net income attributable to common stock
|
$
|
14,533
|
|
|
$
|
10,053
|
|
|
$
|
39,714
|
|
|
$
|
28,401
|
|
Per Share Data:
|
|
|
|
|
|
|
|
||||||||
Net income:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.00
|
|
|
$
|
0.76
|
|
|
$
|
2.78
|
|
|
$
|
2.20
|
|
Diluted
|
$
|
1.00
|
|
|
$
|
0.74
|
|
|
$
|
2.76
|
|
|
$
|
2.12
|
|
Book value per common share
|
$
|
23.51
|
|
|
$
|
18.17
|
|
|
$
|
23.51
|
|
|
$
|
18.17
|
|
Tangible book value per common share
|
$
|
23.51
|
|
|
$
|
18.17
|
|
|
$
|
23.51
|
|
|
$
|
18.17
|
|
Weighted average number of shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
14,487,173
|
|
|
13,293,713
|
|
|
14,289,571
|
|
|
12,902,600
|
|
||||
Diluted
|
14,562,740
|
|
|
13,951,486
|
|
|
14,366,398
|
|
|
13,675,101
|
|
||||
Common shares outstanding at end of period
|
14,195,307
|
|
|
13,049,775
|
|
|
14,195,307
|
|
|
13,049,775
|
|
||||
Common shares issued at end of period
|
15,130,367
|
|
|
13,893,224
|
|
|
15,130,367
|
|
|
13,893,224
|
|
||||
Performance Ratios and Other Data:
|
|
|
|
|
|
|
|
||||||||
Loan originations for investment
|
$
|
549,743
|
|
|
$
|
166,585
|
|
|
$
|
1,617,484
|
|
|
$
|
778,281
|
|
Loan originations for sale
|
$
|
146,307
|
|
|
$
|
279,865
|
|
|
$
|
523,561
|
|
|
$
|
815,230
|
|
Loan purchases
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,541
|
|
Return on average assets
|
1.57
|
%
|
|
1.45
|
%
|
|
1.59
|
%
|
|
1.45
|
%
|
||||
Return on average common stockholders’ equity
|
17.94
|
%
|
|
17.75
|
%
|
|
17.80
|
%
|
|
17.82
|
%
|
||||
Interest rate spread
1
|
3.75
|
%
|
|
3.62
|
%
|
|
3.78
|
%
|
|
3.63
|
%
|
||||
Net interest margin
2
|
3.89
|
%
|
|
3.74
|
%
|
|
3.92
|
%
|
|
3.75
|
%
|
||||
Efficiency ratio
|
35.10
|
%
|
|
42.14
|
%
|
|
38.63
|
%
|
|
40.91
|
%
|
||||
Capital Ratios:
|
|
|
|
|
|
|
|
||||||||
Equity to assets at end of period
|
8.80
|
%
|
|
8.80
|
%
|
|
8.80
|
%
|
|
8.80
|
%
|
||||
Tier 1 leverage (core) capital to adjusted tangible assets
3
|
9.07
|
%
|
|
8.64
|
%
|
|
9.07
|
%
|
|
8.64
|
%
|
||||
Tier 1 risk-based capital ratio
3
|
15.10
|
%
|
|
14.10
|
%
|
|
15.10
|
%
|
|
14.10
|
%
|
||||
Total risk-based capital ratio
3
|
15.78
|
%
|
|
14.78
|
%
|
|
15.78
|
%
|
|
14.78
|
%
|
||||
Tangible capital to tangible assets
3
|
9.07
|
%
|
|
8.64
|
%
|
|
9.07
|
%
|
|
8.64
|
%
|
||||
Asset Quality Ratios:
|
|
|
|
|
|
|
|
||||||||
Net annualized charge-offs to average loans outstanding
|
0.11
|
%
|
|
0.13
|
%
|
|
0.06
|
%
|
|
0.22
|
%
|
||||
Non-performing loans to total loans
|
0.60
|
%
|
|
0.86
|
%
|
|
0.60
|
%
|
|
0.86
|
%
|
||||
Non-performing assets to total assets
|
0.50
|
%
|
|
0.71
|
%
|
|
0.50
|
%
|
|
0.71
|
%
|
||||
Allowance for loan losses to total loans at end of period
|
0.51
|
%
|
|
0.55
|
%
|
|
0.51
|
%
|
|
0.55
|
%
|
||||
Allowance for loan losses to non-performing loans
|
84.17
|
%
|
|
64.28
|
%
|
|
84.17
|
%
|
|
64.28
|
%
|
•
|
Net interest income increased
$9.5 million
and
$23.0 million
due to a
30.7%
and
25.5%
increase in average earning assets in the three and
nine
months ended
March 31, 2014
, respectively. These increases were primarily the result of growth in our loan portfolio and a net decrease in the average funding rate of our liabilities. Our net interest margin increased
15
basis points and
17
basis points in the three and
nine
months ended
March 31, 2014
compared to
March 31, 2013
, respectively. The overall rate on interest earning assets was lower by
1
basis point and
7
basis points for the three and
nine
months ended
March 31, 2014
compared to
March 31, 2013
, respectively, primarily due to a decrease in market interest rates for new loans and borrower repayments of higher rate loans. This reduction on the asset side was more than offset by a
14
basis point and
22
basis point reduction in average rates paid on interest bearing liabilities for the three and
nine
months ended
March 31, 2014
compared to
March 31, 2013
, respectively. The reduction was primarily due to a shift in the deposit mix towards interest bearing demand and savings accounts and away from time deposits, as well as a decrease in average rates paid on demand and savings accounts of
7
basis points and
10
basis points for the three and
nine
months ended
March 31, 2014
compared to
March 31, 2013
, respectively.
|
•
|
Non-interest income decreased
$1.6 million
and
$2.1 million
for the three and
nine
months ended
March 31, 2014
compared to the three and
nine
months ended
March 31, 2013
, respectively, primarily due to the nationwide decrease in mortgage refinance volumes. The decrease in non-interest income for the three months ended
March 31, 2014
was the result of a
$3.0 million
decrease in mortgage banking income, a
$0.4 million
decrease in realized gain on sale of mortgage-backed securities and a
$0.6 million
increase in unrealized loss on securities, partially offset by an increase of
$1.9 million
in gain on sale - other, primarily resulting from sales of structured settlements and a
$0.5 million
increase in banking service fees and other income. The decreases in non-interest income for the
nine
months ended
March 31, 2014
compared to
March 31, 2013
was the result of a
$9.9 million
decrease in mortgage banking income, a
$0.2 million
decrease in realized gain on sale of mortgage-backed securities and a
$0.8 million
increase in unrealized loss on securities, partially offset by an increase of
$6.1 million
in gain on sale - other from sales of structured settlements, a
$1.7 million
increase in banking service fees and other income and a
$1.1 million
increase in prepayment penalty fee income.
|
•
|
Non-interest expense increased
$0.4 million
and
$5.9 million
for the three and
nine
months ended
March 31, 2014
compared to the three and
nine
months ended
March 31, 2013
, respectively. For the three months ended
March 31, 2014
compared to the three months ended
March 31, 2013
salaries and related expenses increased
$0.2 million
primarily due to the overall increase in staff, mainly in our loan, deposit and compliance areas to support the overall growth of the Bank. Professional fees increased
$0.5 million
due to new business costs. Data processing and internet were up
$0.8 million
due to core system updates and increased bank customers. Other general and administrative costs decreased by
$0.9 million
as a result of the cost management initiative implemented in the first quarter of fiscal year 2014 to improve the efficiency and effectiveness of people, vendor and other costs. For the
nine
months ended
March 31, 2014
compared to the
nine
months ended
March 31, 2013
salaries and related expenses increased
$2.6 million
primarily due to the overall increase in staff, mainly in our loan and deposit areas to support the overall growth of the Bank. Professional fees increased
$1.8 million
due to new business costs. Data processing and internet were up
$2.1 million
due to core system updates and increased bank customers. Other general and administrative costs decreased by
$0.9 million
as a result of the cost management initiative implemented in the first quarter of fiscal year 2014 to improve the efficiency and effectiveness of people, vendor and other costs. We expect non-interest expense to increase in future periods despite recent cost savings as we plan for future growth initiatives.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||
(Dollars in thousands)
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net Income
|
$
|
14,610
|
|
|
$
|
10,402
|
|
|
$
|
39,946
|
|
|
$
|
29,159
|
|
Realized securities gains
|
—
|
|
|
(420
|
)
|
|
(208
|
)
|
|
(420
|
)
|
||||
Unrealized securities losses
|
666
|
|
|
77
|
|
|
1,676
|
|
|
874
|
|
||||
Tax provision
|
(276
|
)
|
|
140
|
|
|
(594
|
)
|
|
(185
|
)
|
||||
Core earnings
|
$
|
15,000
|
|
|
$
|
10,199
|
|
|
$
|
40,820
|
|
|
$
|
29,428
|
|
|
For the Three Months Ended
|
||||||||||||||||||||
|
March 31,
|
||||||||||||||||||||
|
2014
|
|
2013
|
||||||||||||||||||
(Dollars in thousands)
|
Average
Balance
2
|
|
Interest
Income/
Expense
|
|
Average Yields
Earned/Rates
Paid
1
|
|
Average
Balance
2
|
|
Interest
Income/
Expense
|
|
Average Yields
Earned/Rates
Paid
1
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans
3, 4
|
$
|
3,002,249
|
|
|
$
|
38,931
|
|
|
5.19
|
%
|
|
$
|
2,260,636
|
|
|
$
|
29,271
|
|
|
5.18
|
%
|
Federal funds sold
|
—
|
|
|
—
|
|
|
—
|
%
|
|
51,881
|
|
|
17
|
|
|
0.13
|
%
|
||||
Interest-earning deposits in other financial institutions
|
155,996
|
|
|
92
|
|
|
0.24
|
%
|
|
11,320
|
|
|
—
|
|
|
—
|
%
|
||||
Mortgage-backed and other investment securities
5
|
473,333
|
|
|
5,571
|
|
|
4.71
|
%
|
|
456,159
|
|
|
5,230
|
|
|
4.59
|
%
|
||||
Stock of the FHLB, at cost
|
34,923
|
|
|
569
|
|
|
6.52
|
%
|
|
25,429
|
|
|
117
|
|
|
1.84
|
%
|
||||
Total interest-earning assets
|
3,666,501
|
|
|
45,163
|
|
|
4.93
|
%
|
|
2,805,425
|
|
|
34,635
|
|
|
4.94
|
%
|
||||
Non-interest-earning assets
|
49,432
|
|
|
|
|
|
|
66,617
|
|
|
|
|
|
||||||||
Total assets
|
$
|
3,715,933
|
|
|
|
|
|
|
$
|
2,872,042
|
|
|
|
|
|
||||||
Liabilities and Stockholders’ Equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing demand and savings
|
$
|
1,763,617
|
|
|
$
|
3,121
|
|
|
0.71
|
%
|
|
$
|
845,097
|
|
|
$
|
1,655
|
|
|
0.78
|
%
|
Time deposits
|
884,656
|
|
|
3,451
|
|
|
1.56
|
%
|
|
1,118,270
|
|
|
4,094
|
|
|
1.46
|
%
|
||||
Securities sold under agreements to repurchase
|
79,601
|
|
|
872
|
|
|
4.38
|
%
|
|
111,753
|
|
|
1,223
|
|
|
4.38
|
%
|
||||
Advances from the FHLB
|
490,996
|
|
|
2,021
|
|
|
1.65
|
%
|
|
480,143
|
|
|
1,425
|
|
|
1.19
|
%
|
||||
Other borrowings
|
5,155
|
|
|
35
|
|
|
2.75
|
%
|
|
5,155
|
|
|
36
|
|
|
2.79
|
%
|
||||
Total interest-bearing liabilities
|
3,224,025
|
|
|
9,500
|
|
|
1.18
|
%
|
|
2,560,418
|
|
|
8,433
|
|
|
1.32
|
%
|
||||
Non-interest-bearing demand deposits
|
138,834
|
|
|
|
|
|
|
43,655
|
|
|
|
|
|
||||||||
Other non-interest-bearing liabilities
|
24,052
|
|
|
|
|
|
|
17,864
|
|
|
|
|
|
||||||||
Stockholders’ equity
|
329,022
|
|
|
|
|
|
|
250,105
|
|
|
|
|
|
||||||||
Total liabilities and stockholders’ equity
|
$
|
3,715,933
|
|
|
|
|
|
|
$
|
2,872,042
|
|
|
|
|
|
||||||
Net interest income
|
|
|
$
|
35,663
|
|
|
|
|
|
|
$
|
26,202
|
|
|
|
||||||
Interest rate spread
6
|
|
|
|
|
3.75
|
%
|
|
|
|
|
|
3.62
|
%
|
||||||||
Net interest margin
7
|
|
|
|
|
3.89
|
%
|
|
|
|
|
|
3.74
|
%
|
1.
|
Annualized.
|
2.
|
Average balances are obtained from daily data.
|
3.
|
Loans include loans held for sale, loan premiums and unearned fees.
|
4.
|
Interest income includes reductions for amortization of loan and investment securities premiums and earnings from accretion of discounts and loan fees. Loan fee income is not significant. Also, includes $32.3 million and $33.1 million of Community Reinvestment Act loans which are taxed at a reduced rate for the
2014
and
2013
three month periods, respectively.
|
5.
|
Includes $5.5 million of municipal securities which are taxed at a reduced rate for both the
2014
and
2013
three month periods, respectively.
|
6.
|
Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate paid on interest-bearing liabilities.
|
7.
|
Net interest margin represents annualized net interest income as a percentage of average interest-earning assets.
|
|
For the Nine Months Ended
|
||||||||||||||||||||
|
March 31,
|
||||||||||||||||||||
|
2014
|
|
2013
|
||||||||||||||||||
(Dollars in thousands)
|
Average
Balance
2
|
|
Interest
Income/
Expense
|
|
Average Yields
Earned/Rates
Paid
1
|
|
Average
Balance
2
|
|
Interest
Income/
Expense
|
|
Average Yields
Earned/Rates
Paid
1
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans
3, 4
|
$
|
2,670,503
|
|
|
$
|
104,273
|
|
|
5.21
|
%
|
|
$
|
2,104,128
|
|
|
$
|
82,598
|
|
|
5.23
|
%
|
Federal funds sold
|
—
|
|
|
—
|
|
|
—
|
%
|
|
22,669
|
|
|
29
|
|
|
0.17
|
%
|
||||
Interest-earning deposits in other financial institutions
|
100,714
|
|
|
188
|
|
|
0.25
|
%
|
|
4,060
|
|
|
—
|
|
|
—
|
%
|
||||
Mortgage-backed and other investment securities
4,5
|
483,341
|
|
|
17,020
|
|
|
4.70
|
%
|
|
465,037
|
|
|
16,295
|
|
|
4.67
|
%
|
||||
Stock of the FHLB, at cost
|
31,737
|
|
|
1,255
|
|
|
5.27
|
%
|
|
22,101
|
|
|
269
|
|
|
1.62
|
%
|
||||
Total interest-earning assets
|
3,286,295
|
|
|
122,736
|
|
|
4.98
|
%
|
|
2,617,995
|
|
|
99,191
|
|
|
5.05
|
%
|
||||
Non-interest-earning assets
|
60,718
|
|
|
|
|
|
|
67,991
|
|
|
|
|
|
||||||||
Total assets
|
$
|
3,347,013
|
|
|
|
|
|
|
$
|
2,685,986
|
|
|
|
|
|
||||||
Liabilities and Stockholders’ Equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing demand and savings
|
$
|
1,371,017
|
|
|
$
|
7,181
|
|
|
0.70
|
%
|
|
$
|
800,997
|
|
|
$
|
4,830
|
|
|
0.80
|
%
|
Time deposits
|
889,946
|
|
|
10,713
|
|
|
1.61
|
%
|
|
1,047,230
|
|
|
12,205
|
|
|
1.55
|
%
|
||||
Securities sold under agreements to repurchase
|
96,715
|
|
|
3,246
|
|
|
4.48
|
%
|
|
115,657
|
|
|
3,845
|
|
|
4.43
|
%
|
||||
Advances from the FHLB
|
545,872
|
|
|
4,888
|
|
|
1.19
|
%
|
|
429,017
|
|
|
4,573
|
|
|
1.42
|
%
|
||||
Other borrowings
|
5,155
|
|
|
107
|
|
|
2.77
|
%
|
|
5,155
|
|
|
115
|
|
|
2.97
|
%
|
||||
Total interest-bearing liabilities
|
2,908,705
|
|
|
26,135
|
|
|
1.20
|
%
|
|
2,398,056
|
|
|
25,568
|
|
|
1.42
|
%
|
||||
Non-interest-bearing demand deposits
|
111,586
|
|
|
|
|
|
|
36,375
|
|
|
|
|
|
||||||||
Other non-interest-bearing liabilities
|
24,120
|
|
|
|
|
|
|
17,940
|
|
|
|
|
|
||||||||
Stockholders’ equity
|
302,602
|
|
|
|
|
|
|
233,615
|
|
|
|
|
|
||||||||
Total liabilities and stockholders’ equity
|
$
|
3,347,013
|
|
|
|
|
|
|
$
|
2,685,986
|
|
|
|
|
|
||||||
Net interest income
|
|
|
$
|
96,601
|
|
|
|
|
|
|
$
|
73,623
|
|
|
|
||||||
Interest rate spread
6
|
|
|
|
|
3.78
|
%
|
|
|
|
|
|
3.63
|
%
|
||||||||
Net interest margin
7
|
|
|
|
|
3.92
|
%
|
|
|
|
|
|
3.75
|
%
|
1.
|
Annualized.
|
2.
|
Average balances are obtained from daily data.
|
3.
|
Loans include loans held for sale, loan premiums and unearned fees.
|
4.
|
Interest income includes reductions for amortization of loan and investment securities premiums and earnings from accretion of discounts and loan fees. Loan fee income is not significant. Also, includes $32.3 million and $33.1 million of Community Reinvestment Act loans which are taxed at a reduced rate for the
2014
and
2013
nine month periods
, respectively.
|
5.
|
Includes $5.5 million of municipal securities which are taxed at a reduced rate for both the
2014
and
2013
nine month periods
, respectively.
|
6.
|
Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate paid on interest-bearing liabilities.
|
7.
|
Net interest margin represents annualized net interest income as a percentage of average interest-earning assets.
|
|
|||||||||||||||||||||||||||||||
|
For the Three Months Ended
|
|
For the Nine Months Ended
|
||||||||||||||||||||||||||||
|
March 31, 2014
|
|
March 31, 2014
|
||||||||||||||||||||||||||||
|
2014 vs 2013
|
|
2014 vs 2013
|
||||||||||||||||||||||||||||
|
Increase (Decrease) Due to
|
|
Increase (Decrease) Due to
|
||||||||||||||||||||||||||||
(Dollars in thousands)
|
Volume
|
|
Rate
|
|
Rate/Volume
|
|
Total
Increase
(Decrease)
|
|
Volume
|
|
Rate
|
|
Rate/Volume
|
|
Total
Increase
(Decrease)
|
||||||||||||||||
Increase/(decrease) in interest income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Loans
|
$
|
9,604
|
|
|
$
|
57
|
|
|
$
|
(1
|
)
|
|
$
|
9,660
|
|
|
$
|
22,216
|
|
|
$
|
(316
|
)
|
|
$
|
(225
|
)
|
|
$
|
21,675
|
|
Federal funds sold
|
(17
|
)
|
|
(17
|
)
|
|
17
|
|
|
(17
|
)
|
|
(29
|
)
|
|
(29
|
)
|
|
29
|
|
|
(29
|
)
|
||||||||
Interest-earning deposits in other financial institutions
|
—
|
|
|
7
|
|
|
85
|
|
|
92
|
|
|
—
|
|
|
8
|
|
|
180
|
|
|
188
|
|
||||||||
Mortgage-backed and other investment securities
|
197
|
|
|
137
|
|
|
7
|
|
|
341
|
|
|
641
|
|
|
105
|
|
|
(21
|
)
|
|
725
|
|
||||||||
Stock of the FHLB, at cost
|
44
|
|
|
298
|
|
|
110
|
|
|
452
|
|
|
117
|
|
|
605
|
|
|
264
|
|
|
986
|
|
||||||||
|
$
|
9,828
|
|
|
$
|
482
|
|
|
$
|
218
|
|
|
$
|
10,528
|
|
|
$
|
22,945
|
|
|
$
|
373
|
|
|
$
|
227
|
|
|
$
|
23,545
|
|
Increase/(decrease) in interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest-bearing demand and savings
|
$
|
1,791
|
|
|
$
|
(148
|
)
|
|
$
|
(177
|
)
|
|
$
|
1,466
|
|
|
$
|
3,420
|
|
|
$
|
(601
|
)
|
|
$
|
(468
|
)
|
|
$
|
2,351
|
|
Time deposits
|
(853
|
)
|
|
280
|
|
|
(70
|
)
|
|
(643
|
)
|
|
(1,828
|
)
|
|
471
|
|
|
(135
|
)
|
|
(1,492
|
)
|
||||||||
Securities sold under agreements to repurchase
|
(352
|
)
|
|
—
|
|
|
1
|
|
|
(351
|
)
|
|
(629
|
)
|
|
43
|
|
|
(13
|
)
|
|
(599
|
)
|
||||||||
Advances from the FHLB
|
32
|
|
|
552
|
|
|
12
|
|
|
596
|
|
|
1,245
|
|
|
(740
|
)
|
|
(190
|
)
|
|
315
|
|
||||||||
Other borrowings
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
||||||||
|
$
|
618
|
|
|
$
|
683
|
|
|
$
|
(234
|
)
|
|
$
|
1,067
|
|
|
$
|
2,208
|
|
|
$
|
(835
|
)
|
|
$
|
(806
|
)
|
|
$
|
567
|
|
|
For the Three Months Ended
|
|
For the Nine Months Ended
|
||||||||||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||||||||||
(Dollars in thousands)
|
2014
|
|
2013
|
|
Inc (Dec)
|
|
2014
|
|
2013
|
|
Inc (Dec)
|
||||||||||||
Realized gain on securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Sale of mortgage-backed securities
|
$
|
—
|
|
|
$
|
420
|
|
|
$
|
(420
|
)
|
|
$
|
208
|
|
|
$
|
420
|
|
|
$
|
(212
|
)
|
Total realized gain on securities
|
—
|
|
|
420
|
|
|
(420
|
)
|
|
208
|
|
|
420
|
|
|
(212
|
)
|
||||||
Other-than-temporary loss on securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total impairment losses
|
$
|
(617
|
)
|
|
$
|
1,075
|
|
|
$
|
(1,692
|
)
|
|
$
|
(1,969
|
)
|
|
$
|
(4,670
|
)
|
|
$
|
2,701
|
|
Loss recognized in other comprehensive loss
|
(102
|
)
|
|
(1,611
|
)
|
|
1,509
|
|
|
(195
|
)
|
|
2,440
|
|
|
(2,635
|
)
|
||||||
Net impairment loss recognized in earnings
|
(719
|
)
|
|
(536
|
)
|
|
(183
|
)
|
|
(2,164
|
)
|
|
(2,230
|
)
|
|
66
|
|
||||||
Fair value gain on trading securities
|
53
|
|
|
459
|
|
|
(406
|
)
|
|
488
|
|
|
1,356
|
|
|
(868
|
)
|
||||||
Total unrealized loss on securities
|
(666
|
)
|
|
(77
|
)
|
|
(589
|
)
|
|
(1,676
|
)
|
|
(874
|
)
|
|
(802
|
)
|
||||||
Prepayment penalty fee income
|
458
|
|
|
470
|
|
|
(12
|
)
|
|
2,286
|
|
|
1,185
|
|
|
1,101
|
|
||||||
Gain on sale - other
|
1,915
|
|
|
—
|
|
|
1,915
|
|
|
6,051
|
|
|
—
|
|
|
6,051
|
|
||||||
Mortgage banking income
|
2,358
|
|
|
5,372
|
|
|
(3,014
|
)
|
|
7,483
|
|
|
17,407
|
|
|
(9,924
|
)
|
||||||
Banking service fees and other income
|
1,147
|
|
|
649
|
|
|
498
|
|
|
3,380
|
|
|
1,706
|
|
|
1,674
|
|
||||||
Total non-interest income
|
$
|
5,212
|
|
|
$
|
6,834
|
|
|
$
|
(1,622
|
)
|
|
$
|
17,732
|
|
|
$
|
19,844
|
|
|
$
|
(2,112
|
)
|
|
For the Three Months Ended
|
|
For the Nine Months Ended
|
||||||||||||||||||||
|
March 31,
|
|
March 31,
|
||||||||||||||||||||
(Dollars in thousands)
|
2014
|
|
2013
|
|
Inc (Dec)
|
|
2014
|
|
2013
|
|
Inc (Dec)
|
||||||||||||
Salaries and related costs
|
$
|
7,721
|
|
|
$
|
7,510
|
|
|
$
|
211
|
|
|
$
|
23,464
|
|
|
$
|
20,831
|
|
|
$
|
2,633
|
|
Professional services
|
1,404
|
|
|
860
|
|
|
544
|
|
|
4,325
|
|
|
2,504
|
|
|
1,821
|
|
||||||
Occupancy and equipment
|
589
|
|
|
549
|
|
|
40
|
|
|
1,715
|
|
|
1,533
|
|
|
182
|
|
||||||
Data processing and internet
|
1,562
|
|
|
715
|
|
|
847
|
|
|
4,068
|
|
|
1,942
|
|
|
2,126
|
|
||||||
Advertising and promotional
|
670
|
|
|
1,020
|
|
|
(350
|
)
|
|
2,473
|
|
|
2,930
|
|
|
(457
|
)
|
||||||
Depreciation and amortization
|
744
|
|
|
493
|
|
|
251
|
|
|
2,161
|
|
|
1,279
|
|
|
882
|
|
||||||
Real estate owned and repossessed vehicles
|
(51
|
)
|
|
234
|
|
|
(285
|
)
|
|
(146
|
)
|
|
347
|
|
|
(493
|
)
|
||||||
FDIC and regulator fees
|
572
|
|
|
520
|
|
|
52
|
|
|
1,666
|
|
|
1,502
|
|
|
164
|
|
||||||
Other general and administrative
|
1,136
|
|
|
2,020
|
|
|
(884
|
)
|
|
4,441
|
|
|
5,366
|
|
|
(925
|
)
|
||||||
Total non-interest expenses
|
$
|
14,347
|
|
|
$
|
13,921
|
|
|
$
|
426
|
|
|
$
|
44,167
|
|
|
$
|
38,234
|
|
|
$
|
5,933
|
|
|
March 31, 2014
|
|
June 30, 2013
|
||||||||||
(Dollars in thousands)
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
Single family real estate secured:
|
|
|
|
|
|
|
|
||||||
Mortgage
|
$
|
1,670,078
|
|
|
52.96
|
%
|
|
$
|
1,070,668
|
|
|
46.53
|
%
|
Home equity
|
18,716
|
|
|
0.59
|
%
|
|
22,537
|
|
|
0.98
|
%
|
||
Warehouse and other
|
263,334
|
|
|
8.35
|
%
|
|
204,878
|
|
|
8.90
|
%
|
||
Multifamily real estate secured
|
906,275
|
|
|
28.74
|
%
|
|
768,023
|
|
|
33.38
|
%
|
||
Commercial real estate secured
|
24,441
|
|
|
0.77
|
%
|
|
29,000
|
|
|
1.26
|
%
|
||
Auto and RV secured
|
15,494
|
|
|
0.49
|
%
|
|
18,530
|
|
|
0.81
|
%
|
||
Factoring
|
108,871
|
|
|
3.45
|
%
|
|
108,144
|
|
|
4.70
|
%
|
||
Commercial & Industrial
|
146,129
|
|
|
4.63
|
%
|
|
78,721
|
|
|
3.42
|
%
|
||
Other
|
685
|
|
|
0.02
|
%
|
|
419
|
|
|
0.02
|
%
|
||
Total gross loans
|
3,154,023
|
|
|
100.00
|
%
|
|
2,300,920
|
|
|
100.00
|
%
|
||
Allowance for loan losses
|
(15,994
|
)
|
|
|
|
(14,182
|
)
|
|
|
||||
Unaccreted discounts and loan fees
|
(36,621
|
)
|
|
|
|
(29,820
|
)
|
|
|
||||
Net mortgage loans on real estate
|
$
|
3,101,408
|
|
|
|
|
$
|
2,256,918
|
|
|
|
(Dollars in thousands)
|
March 31, 2014
|
|
June 30, 2013
|
|
Inc (Dec)
|
||||||
Non-performing assets:
|
|
|
|
|
|
||||||
Non-accrual loans:
|
|
|
|
|
|
||||||
Single family real estate secured:
|
|
|
|
|
|
||||||
Mortgage
|
$
|
9,255
|
|
|
$
|
11,353
|
|
|
$
|
(2,098
|
)
|
Home equity
|
—
|
|
|
37
|
|
|
(37
|
)
|
|||
Multifamily real estate secured
|
6,180
|
|
|
2,882
|
|
|
3,298
|
|
|||
Commercial real estate secured
|
3,038
|
|
|
3,559
|
|
|
(521
|
)
|
|||
Total non-performing loans secured by real estate
|
18,473
|
|
|
17,831
|
|
|
642
|
|
|||
Auto and RV secured
|
529
|
|
|
472
|
|
|
57
|
|
|||
Total non-performing loans
|
19,002
|
|
|
18,303
|
|
|
699
|
|
|||
Foreclosed real estate
|
86
|
|
|
1,865
|
|
|
(1,779
|
)
|
|||
Repossessed—vehicles
|
48
|
|
|
141
|
|
|
(93
|
)
|
|||
Total non-performing assets
|
$
|
19,136
|
|
|
$
|
20,309
|
|
|
$
|
(1,173
|
)
|
Total non-performing loans as a percentage of total loans
|
0.60
|
%
|
|
0.80
|
%
|
|
(0.20
|
)%
|
|||
Total non-performing assets as a percentage of total assets
|
0.50
|
%
|
|
0.66
|
%
|
|
(0.16
|
)%
|
(Dollars in thousands)
|
March 31, 2014
|
|
June 30, 2013
|
||||
Non-performing loans—90+ days past due plus other non-accrual loans
|
$
|
13,951
|
|
|
$
|
13,020
|
|
Troubled debt restructuring loans—non-accrual
|
5,051
|
|
|
5,283
|
|
||
Troubled debt restructuring loans—performing
|
2,467
|
|
|
3,538
|
|
||
Total impaired loans
|
$
|
21,469
|
|
|
$
|
21,841
|
|
|
March 31, 2014
|
|
June 30, 2013
|
||||||||||
(Dollars in thousands)
|
Amount
of
Allowance
|
|
Allocation
as a % of
Allowance
|
|
Amount
of
Allowance
|
|
Allocation
as a % of
Allowance
|
||||||
Single family real estate secured:
|
|
|
|
|
|
|
|
||||||
Mortgage
|
6,964
|
|
|
43.54
|
%
|
|
4,812
|
|
|
33.93
|
%
|
||
Home equity
|
137
|
|
|
0.86
|
%
|
|
183
|
|
|
1.29
|
%
|
||
Warehouse and other
|
1,021
|
|
|
6.38
|
%
|
|
1,250
|
|
|
8.81
|
%
|
||
Multifamily real estate secured
|
2,853
|
|
|
17.84
|
%
|
|
3,186
|
|
|
22.47
|
%
|
||
Commercial real estate secured
|
1,244
|
|
|
7.78
|
%
|
|
1,378
|
|
|
9.72
|
%
|
||
Auto and RV secured
|
923
|
|
|
5.77
|
%
|
|
1,536
|
|
|
10.83
|
%
|
||
Factoring
|
261
|
|
|
1.63
|
%
|
|
201
|
|
|
1.42
|
%
|
||
Commercial & Industrial
|
2,570
|
|
|
16.07
|
%
|
|
1,623
|
|
|
11.44
|
%
|
||
Other
|
21
|
|
|
0.13
|
%
|
|
13
|
|
|
0.09
|
%
|
||
Total
|
$
|
15,994
|
|
|
100.00
|
%
|
|
$
|
14,182
|
|
|
100.00
|
%
|
|
March 31, 2014
|
|
June 30, 2013
|
||||||||||
(Dollars in thousands)
|
Amount
|
|
Rate
1
|
|
Amount
|
|
Rate
1
|
||||||
Non-interest bearing
|
$
|
130,989
|
|
|
—
|
%
|
|
$
|
81,524
|
|
|
—
|
%
|
Interest bearing:
|
|
|
|
|
|
|
|
||||||
Demand
|
1,024,997
|
|
|
0.61
|
%
|
|
311,539
|
|
|
0.50
|
%
|
||
Savings
|
809,222
|
|
|
0.73
|
%
|
|
641,534
|
|
|
0.67
|
%
|
||
Total demand and savings
|
1,834,219
|
|
|
0.66
|
%
|
|
953,073
|
|
|
0.61
|
%
|
||
Time deposits:
|
|
|
|
|
|
|
|
||||||
Under $100,000
|
123,165
|
|
|
1.29
|
%
|
|
183,754
|
|
|
1.36
|
%
|
||
$100,000 or more
|
744,603
|
|
|
1.58
|
%
|
|
873,648
|
|
|
1.52
|
%
|
||
Total time deposits
2
|
867,768
|
|
|
1.54
|
%
|
|
1,057,402
|
|
|
1.50
|
%
|
||
Total interest bearing
|
2,701,987
|
|
|
0.94
|
%
|
|
2,010,475
|
|
|
1.08
|
%
|
||
Total deposits
|
$
|
2,832,976
|
|
|
0.99
|
%
|
|
$
|
2,091,999
|
|
|
1.04
|
%
|
|
March 31, 2014
|
|
June 30, 2013
|
|
March 31, 2013
|
||
Checking and savings accounts
|
30,172
|
|
|
23,569
|
|
23,487
|
|
Time deposits
|
8,457
|
|
|
11,103
|
|
11,927
|
|
Total number of deposit accounts
|
38,629
|
|
|
34,672
|
|
35,414
|
|
|
|
March 31, 2014
|
|
June 30, 2013
|
|
March 31, 2013
|
|||||||||||||||
(Dollars in thousands)
|
|
Balance
|
|
Weighted Average Rate
|
|
Balance
|
|
Weighted Average Rate
|
|
Balance
|
|
Weighted Average Rate
|
|||||||||
Repurchase agreements
|
|
$
|
60,000
|
|
|
4.47
|
%
|
|
$
|
110,000
|
|
|
4.40
|
%
|
|
$
|
110,000
|
|
|
4.40
|
%
|
FHLB Advances
|
|
592,000
|
|
|
1.38
|
%
|
|
590,417
|
|
|
0.92
|
%
|
|
460,000
|
|
|
1.15
|
%
|
|||
Subordinated debentures and other borrowings
|
|
5,155
|
|
|
2.64
|
%
|
|
5,155
|
|
|
2.67
|
%
|
|
5,155
|
|
|
2.69
|
%
|
|||
Total Borrowings
|
|
$
|
657,155
|
|
|
1.67
|
%
|
|
$
|
705,572
|
|
|
1.48
|
%
|
|
$
|
575,155
|
|
|
1.79
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Weighted average cost of borrowings during the quarter
|
|
2.04
|
%
|
|
|
|
1.83
|
%
|
|
|
|
1.80
|
%
|
|
|
||||||
Borrowings as a percent of total assets
|
|
17.1
|
%
|
|
|
|
22.8
|
%
|
|
|
|
19.4
|
%
|
|
|
|
For the Nine Months Ended
|
||||||
|
March 31,
|
||||||
(Dollars in thousands)
|
2014
|
|
2013
|
||||
Operating Activities
|
$
|
73,839
|
|
|
$
|
(12,993
|
)
|
Investing Activities
|
$
|
(869,876
|
)
|
|
$
|
(420,461
|
)
|
Financing Activities
|
$
|
722,741
|
|
|
$
|
541,518
|
|
Distribution Agent
|
Month
|
Weighted Average Per Share Price
|
Number of
Shares Sold
|
Net Proceeds
|
Compensation to Distribution Agent
|
|||||||
Raymond James & Associates
|
March 2013
|
$
|
35.25
|
|
200,000
|
|
$
|
6,874
|
|
$
|
176
|
|
Raymond James & Associates
|
October 2013
|
$
|
68.76
|
|
49,580
|
|
$
|
3,409
|
|
$
|
87
|
|
Raymond James & Associates
|
November 2013
|
$
|
70.56
|
|
147,820
|
|
$
|
10,431
|
|
$
|
267
|
|
Raymond James & Associates
|
December 2013
|
$
|
77.32
|
|
38,599
|
|
$
|
2,984
|
|
$
|
77
|
|
Raymond James & Associates
|
January 2014
|
$
|
78.38
|
|
90,000
|
|
$
|
7,054
|
|
$
|
181
|
|
Raymond James & Associates
|
February 2014
|
$
|
79.47
|
|
49,608
|
|
$
|
3,942
|
|
$
|
101
|
|
|
As of March 31, 2014
|
||||||||||||||||||
|
|
|
Payments Due by Period
1
|
||||||||||||||||
(Dollars in thousands)
|
Total
|
|
Less Than One Year
|
|
One To Three Years
|
|
Three To Five Years
|
|
More Than Five Years
|
||||||||||
Long-term debt obligations
2
|
$
|
698,386
|
|
|
$
|
272,401
|
|
|
$
|
146,169
|
|
|
$
|
204,235
|
|
|
$
|
75,581
|
|
Time deposits
2
|
873,399
|
|
|
415,137
|
|
|
223,595
|
|
|
50,433
|
|
|
184,234
|
|
|||||
Operating lease obligations
3
|
13,426
|
|
|
2,015
|
|
|
4,061
|
|
|
4,405
|
|
|
2,945
|
|
|||||
Total
|
$
|
1,585,211
|
|
|
$
|
689,553
|
|
|
$
|
373,825
|
|
|
$
|
259,073
|
|
|
$
|
262,760
|
|
1.
|
Our contractual obligations include long-term debt, time deposits and operating leases as shown. We had no capitalized leases or material commitments for capital expenditures at
March 31, 2014
.
|
2.
|
Amounts include principal and interest due to recipient.
|
3.
|
Payments are for leases of real property.
|
|
As of March 31, 2014
|
|||||||||||||||||||
|
Actual
|
|
For Capital Adequacy
Purposes
|
|
To be “Well Capitalized”
Under Prompt Corrective
Action Regulations
|
|||||||||||||||
(Dollars in thousands)
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
Tier 1 leverage (core) capital to adjusted tangible assets
|
$
|
350,507
|
|
|
9.07
|
%
|
|
$
|
154,622
|
|
|
4.00
|
%
|
|
$
|
193,278
|
|
|
5.00
|
%
|
Tier 1 capital (to risk-weighted assets)
|
350,507
|
|
|
15.10
|
%
|
|
N/A
|
|
|
N/A
|
|
|
139,230
|
|
|
6.00
|
%
|
|||
Total capital (to risk-weighted assets)
|
366,500
|
|
|
15.78
|
%
|
|
185,760
|
|
|
8.00
|
%
|
|
232,200
|
|
|
10.00
|
%
|
|||
Tangible capital (to tangible assets)
|
350,507
|
|
|
9.07
|
%
|
|
57,983
|
|
|
1.50
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
As of June 30, 2013
|
|||||||||||||||||||
|
Actual
|
|
For Capital Adequacy
Purposes
|
|
To be “Well Capitalized”
Under Prompt Corrective
Action Regulations
|
|||||||||||||||
(Dollars in thousands)
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
Tier 1 leverage (core) capital to adjusted tangible assets
|
$
|
268,103
|
|
|
8.63
|
%
|
|
$
|
124,277
|
|
|
4.00
|
%
|
|
$
|
155,346
|
|
|
5.00
|
%
|
Tier 1 capital (to risk-weighted assets)
|
268,103
|
|
|
14.52
|
%
|
|
N/A
|
|
|
N/A
|
|
|
110,813
|
|
|
6.00
|
%
|
|||
Total capital (to risk-weighted assets)
|
282,285
|
|
|
15.28
|
%
|
|
147,751
|
|
|
8.00
|
%
|
|
184,689
|
|
|
10.00
|
%
|
|||
Tangible capital (to tangible assets)
|
268,103
|
|
|
8.63
|
%
|
|
46,604
|
|
|
1.50
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Term to Repricing, Repayment, or Maturity at
|
||||||||||||||
|
March 31, 2014
|
||||||||||||||
(Dollars in thousands)
|
One Year
or Less
|
|
Over One
Year Through
Five Years
|
|
Over Five
Years
|
|
Total
|
||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
128,398
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
128,398
|
|
Securities
1
|
279,092
|
|
|
14,476
|
|
|
173,473
|
|
|
467,041
|
|
||||
Stock of the FHLB, at cost
|
29,140
|
|
|
—
|
|
|
—
|
|
|
29,140
|
|
||||
Loans—net of allowance for loan loss
2
|
476,404
|
|
|
2,048,103
|
|
|
576,901
|
|
|
3,101,408
|
|
||||
Loans held for sale
|
64,668
|
|
|
—
|
|
|
—
|
|
|
64,668
|
|
||||
Total interest-earning assets
|
977,702
|
|
|
2,062,579
|
|
|
750,374
|
|
|
3,790,655
|
|
||||
Non-interest earning assets
|
—
|
|
|
—
|
|
|
—
|
|
|
60,170
|
|
||||
Total assets
|
$
|
977,702
|
|
|
$
|
2,062,579
|
|
|
$
|
750,374
|
|
|
$
|
3,850,825
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest-bearing deposits
3
|
$
|
2,247,207
|
|
|
$
|
272,457
|
|
|
$
|
182,323
|
|
|
$
|
2,701,987
|
|
Securities sold under agreements to repurchase
|
25,000
|
|
|
35,000
|
|
|
—
|
|
|
60,000
|
|
||||
Advances from the FHLB
4
|
237,000
|
|
|
290,000
|
|
|
65,000
|
|
|
592,000
|
|
||||
Other borrowed funds
|
5,155
|
|
|
—
|
|
|
—
|
|
|
5,155
|
|
||||
Total interest-bearing liabilities
|
2,514,362
|
|
|
597,457
|
|
|
247,323
|
|
|
3,359,142
|
|
||||
Other non-interest-bearing liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
152,838
|
|
||||
Stockholders’ equity
|
—
|
|
|
—
|
|
|
—
|
|
|
338,845
|
|
||||
Total liabilities and equity
|
$
|
2,514,362
|
|
|
$
|
597,457
|
|
|
$
|
247,323
|
|
|
$
|
3,850,825
|
|
Net interest rate sensitivity gap
|
$
|
(1,536,660
|
)
|
|
$
|
1,465,122
|
|
|
$
|
503,051
|
|
|
$
|
431,513
|
|
Cumulative gap
|
$
|
(1,536,660
|
)
|
|
$
|
(71,538
|
)
|
|
$
|
431,513
|
|
|
$
|
431,513
|
|
Net interest rate sensitivity gap—as a % of interest earning assets
|
(157.17
|
)%
|
|
71.03
|
%
|
|
67.04
|
%
|
|
11.38
|
%
|
||||
Cumulative gap—as % of cumulative interest earning assets
|
(157.17
|
)%
|
|
(2.35
|
)%
|
|
11.38
|
%
|
|
11.38
|
%
|
|
As of March 31, 2014
|
||||||||||||
|
First 12 Months
|
|
Next 12 Months
|
||||||||||
(Dollars in thousands)
|
Net Interest Income
|
|
Percentage Change from Base
|
|
Net Interest Income
|
|
Percentage Change from Base
|
||||||
Up 200 basis points
|
$
|
144,596
|
|
|
1.80
|
%
|
|
$
|
131,549
|
|
|
(5.93
|
)%
|
Base
|
141,978
|
|
|
—
|
%
|
|
139,263
|
|
|
—
|
%
|
||
Down 200 basis points
|
149,828
|
|
|
5.49
|
%
|
|
135,974
|
|
|
(2.37
|
)%
|
|
As of March 31, 2014
|
||||||||
(Dollars in thousands)
|
Net
Present Value
|
|
Percentage Change from Base
|
|
Net
Present
Value as a
Percentage
of Assets
|
||||
Up 300 basis points
|
$
|
335,588
|
|
|
(23.8
|
)%
|
|
9.16
|
%
|
Up 200 basis points
|
377,985
|
|
|
(14.1
|
)%
|
|
10.03
|
%
|
|
Up 100 basis points
|
426,098
|
|
|
(3.2
|
)%
|
|
10.97
|
%
|
|
Base
|
440,269
|
|
|
—
|
%
|
|
11.06
|
%
|
|
Down 100 basis points
|
434,084
|
|
|
(1.4
|
)%
|
|
10.73
|
%
|
|
Down 200 basis points
|
438,137
|
|
|
(0.5
|
)%
|
|
10.73
|
%
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
Period
|
Number
of Shares
Purchased
|
|
Average Price
Paid Per Shares
|
|
Total Number of
Shares
Purchased as Part of Publicly Announced
Plans or Programs
|
|
Maximum
Number of
Shares that May
Yet be Purchased
Under the Plans
or Programs
|
|||||
Stock Repurchases
|
|
|
|
|
|
|
|
|||||
Quarter Ended March 31, 2014
|
|
|
|
|
|
|
|
|||||
January 1, 2014 to March 31, 2014
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
319,291
|
|
Balance at March 31, 2014
|
595,700
|
|
|
$
|
5.72
|
|
|
595,700
|
|
|
319,291
|
|
Stock Retained in Net Settlement
|
|
|
|
|
|
|
|
|||||
Beginning Balance at July 1, 2013
|
309,204
|
|
|
|
|
|
|
|
||||
July 1, 2013 to July 31, 2013
|
1,076
|
|
|
|
|
|
|
|
||||
August 1, 2013 to August 31, 2013
|
18,696
|
|
|
|
|
|
|
|
||||
September 1, 2013 to September 30, 2013
|
1,317
|
|
|
|
|
|
|
|
||||
October 1, 2013 to October 31, 2013
|
25
|
|
|
|
|
|
|
|
||||
November 1, 2013 to November 30, 2013
|
—
|
|
|
|
|
|
|
|
||||
December 1, 2013 to December 31, 2013
|
7,799
|
|
|
|
|
|
|
|
||||
January 1, 2014 to January 31, 2014
|
436
|
|
|
|
|
|
|
|
||||
February 1, 2014 to February 28, 2014
|
566
|
|
|
|
|
|
|
|
||||
March 1, 2014 to March 31, 2014
|
241
|
|
|
|
|
|
|
|
||||
Ending Balance at March 31, 2014
|
339,360
|
|
|
|
|
|
|
|
||||
Total Treasury Shares at March 31, 2014
|
935,060
|
|
|
|
|
|
|
|
ITEM 6.
|
EXHIBITS
|
Exhibit
|
|
Document
|
|
|
|
10.1
|
|
Purchase and Assumption Agreement, by and among BofI Federal Bank, H&R Block Bank, and Block Financial LLC*
* Incorporated by reference to Exhibits 10.1 (Purchase and Assumption Agreement), 10.2 (Form of Program Management Agreement), 10.3 (Form of Receivables Participation Agreement) and 10.4 (Form of Guaranty Agreement) to Form 8-K filed by H&R Block, Inc. on April 10, 2014. The schedules to Exhibit 10.1 have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the Securities and Exchange Commission upon request copies of any omitted schedule. A list of the omitted schedules and exhibits is set forth in Exhibit 10.1 on the final page of the exhibit, and is incorporated herein by reference.
|
|
|
|
10.2
|
|
Description of Amendment to Employment Letter between Eshel Bar-Adon and BofI Federal Bank
|
|
|
|
10.3
|
|
Description of Amendment to Employment Letter between Adriaan van Zyl and BofI Federal Bank
|
|
|
|
10.4
|
|
Description of Amendment to Employment Letter between Brian Swanson and BofI Federal Bank
|
|
|
|
31.1
|
|
Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2
|
|
Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.1
|
|
Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.2
|
|
Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
101.INS
|
|
XBRL Instant Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Definition Document
|
|
|
|
|
|
|
|
|
BofI Holding, Inc.
|
|
|
|
|
|
|
Dated:
|
May 6, 2014
|
|
By:
|
|
/s/ Gregory Garrabrants
|
|
|
|
|
|
Gregory Garrabrants
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
|
Dated:
|
May 6, 2014
|
|
By:
|
|
/s/ Andrew J. Micheletti
|
|
|
|
|
|
Andrew J. Micheletti
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
|
•
|
Base compensation: $190,000 per year, reviewed annually;
|
•
|
Annual bonus target of 30% of annual salary payable in any combination of cash or restricted stock units of common stock of BofI Holding, Inc. (“RSUs”) with performance evaluated and bonus paid semi-annually. The amount of the bonus may be reduced to zero or increased above 30% for outstanding performance at any time based solely upon the judgment and discretion of the CEO or the Board. The RSUs granted for bonus will vest over future employment service, generally within three years, and the mix of cash and RSUs may change at the discretion of the CEO or the Board.
|
•
|
Severance, in the event employment is terminated by the Bank or the Bank’s successor other than for cause (as defined below), the Bank shall pay the then current bi-weekly salary for 12 months from the date of termination and any outstanding unvested equity incentive awards shall become immediately and fully vested, subject to signature of a waiver of any and all claims of any kind or nature against the Bank and its Board.
|
i.
|
material failure to perform or habitual neglect of material duties and which, for any such failure that is remediable, or can be cured going forward, is not remedied or cured within a reasonable period of time after notification of such failure;
|
ii.
|
conviction by a court of competent jurisdiction of a felony involving acts of fraud, embezzlement, dishonesty or moral turpitude which materially adversely affects Bank's reputation in the community or which evidences lack of moral fitness;
|
iii.
|
commitment of an act which causes termination of coverage under Bank's Banker Blanket Bond as to you personally, as distinguished from termination of coverage as to the Bank as a whole or as to other officers of the Bank;
|
iv.
|
if Bank is closed or taken over by any of the bank regulatory authorities having jurisdiction over Bank's activities as a result of actions taken by you; or
|
v.
|
if any bank regulatory authority should successfully exercise its cease and desist power to remove you from office; and
|
vi.
|
the termination for cause reasons set forth in 12 C.F.R. § 563.39(b)(l).
|
•
|
Base compensation: $220,000 per year, reviewed annually;
|
•
|
Annual bonus target of 30% of annual salary payable in any combination of cash or restricted stock units of common stock of BofI Holding, Inc. (“RSUs”) with performance evaluated and bonus paid semi-annually. The amount of the bonus may be reduced to zero or increased above 30% for outstanding performance at any time based solely upon the judgment and discretion of the CEO or the Board. The RSUs granted for bonus will vest over future employment service, generally within three years, and the mix of cash and RSUs may change at the discretion of the CEO or the Board.
|
•
|
Severance, in the event of a change of control, during the term of employment. If within two (2) years after a Change in Control, employment is terminated by the Bank of the Bank’s successor other than for Cause then the Bank shall pay a single severance payment as soon as practicable after the termination, but in no event later than thirty (30) days thereafter, an amount of cash equal to one year of then current base salary and any outstanding unvested equity incentive awards shall become immediately and fully vested.
|
i.
|
material failure to perform or habitual neglect of material duties and which, for any such failure that is remediable, or can be cured going forward, is not remedied or cured within a reasonable period of time after notification of such failure;
|
ii.
|
conviction by a court of competent jurisdiction of a felony involving acts of fraud, embezzlement, dishonesty or moral turpitude which materially adversely affects Bank's reputation in the community or which evidences your lack of moral fitness;
|
iii.
|
commitment of an act which causes termination of coverage under Bank's Banker Blanket Bond as to you personally, as distinguished from termination of coverage as to the Bank as a whole or as to other officers of the Bank;
|
iv.
|
if Bank is closed or taken over by any of the bank regulatory authorities having jurisdiction over Bank's activities as a result of actions taken by you; or
|
v.
|
if any bank regulatory authority should successfully exercise its cease and desist power to remove you from office; and
|
vi.
|
the termination for cause reasons set forth in 12 C.F.R. § 563.39(b)(l).
|
i.
|
Fifty-one percent (51%) or more of the outstanding voting stock of BofI Holding, Inc., the Bank's parent company, as of the date of this Agreement is acquired or beneficially acquired (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, or any successor rule thereto) by any person or entity in a transaction other than a public offering of the voting stock of BofI Holding, Inc., or a new equity offering in exchange for stock of BofI Holding, Inc.;
|
ii.
|
BofI Holding, Inc. is merged or consolidated with or into another corporation and the current shareholders or any person who obtains shares through the estate or personal administrator of any current BofI Holding, Inc.’s shareholder, in the aggregate, hold less than fifty percent (50%) of the voting stock of the surviving entity or its parent corporation immediately after the merger or consolidation; or
|
iii.
|
All or substantially all of the assets of BofI Holding, Inc. are sold or otherwise transferred to any person or entity in one transaction or a series of transactions.
|
•
|
Three (3) weeks of annual vacation per year.
|
•
|
Base compensation: $165,000 per year, reviewed annually;
|
•
|
Annual bonus target of 30% of annual salary payable in any combination of cash or restricted stock units of common stock of BofI Holding, Inc. (“RSUs”) with performance evaluated and bonus paid semi-annually. The amount of the bonus may be reduced to zero or increased above 30% for outstanding performance at any time based solely upon the judgment and discretion of the CEO or the Board. The RSUs granted for bonus will vest over future employment service, generally within three years, and the mix of cash and RSUs may change at the discretion of the CEO or the Board.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of BofI Holding, Inc. (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d -15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
|
Dated:
|
May 6, 2014
|
|
|
/s/ GREGORY GARRABRANTS
|
|
|
|
|
GREGORY GARRABRANTS
President and Chief Executive Officer (Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of BofI Holding, Inc. (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d -15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
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Dated:
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May 6, 2014
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/s/ ANDREW J. MICHELETTI
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ANDREW J. MICHELETTI
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
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a)
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the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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b)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the financial statements included in such Report.
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Dated:
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May 6, 2014
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/s/ GREGORY GARRABRANTS
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GREGORY GARRABRANTS
President and Chief Executive Officer (Principal Executive Officer)
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a)
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the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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b)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the financial statements included in such Report.
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Dated:
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May 6, 2014
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/s/ ANDREW J. MICHELETTI
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ANDREW J. MICHELETTI
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
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