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

FORM 10-Q

(Mark One)

 [Ö ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

             For the quarterly period ended ....................................................... September 30, 2004

 [   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

             For the transition period from ________________ to _________________

Commission File Number 000-28304

PROVIDENT FINANCIAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware                                   
(State or other jurisdiction of
incorporation or organization)
   33-0704889
(I.R.S. Employer
Identification No.)

3756 Central Avenue, Riverside, California 92506
(Address of principal executive offices and zip code)

(951) 686-6060
(Registrant-s telephone number, including area code)

                                                                                                 .
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

  Yes   X ..        No     .

Indicate by check whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

  Yes  
X .        No     .

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer-s classes of common stock, as of the latest practicable date.

Title of class: As of November 5, 2004
Common stock, $ 0.01 par value, per share 6,994,885 shares*
 
* Includes 395,636 shares held by the Employee Stock Ownership Plan ("ESOP") that have not been released, committed to be released, or allocated to participant accounts; and 23,058 shares held by the Management Recognition Plan ("MRP") that have been committed to be released and allocated to participant accounts.

<PAGE>

PROVIDENT FINANCIAL HOLDINGS, INC.

Table of Contents

PART 1 -     

FINANCIAL INFORMATION

 

ITEM 1 -    

Financial Statements. The Unaudited Interim Condensed Consolidated Financial Statements of

Provident Financial Holdings, Inc. filed as a part of the report are as follows:

 

Condensed Consolidated Statements of Financial Condition

as of September 30, 2004 and June 30, 2004

1

Condensed Consolidated Statements of Operations

for the quarters ended September 30, 2004 and 2003

2

Condensed Consolidated Statements of Changes in Stockholders' Equity

for the quarters ended September 30, 2004 and 2003

3

Condensed Consolidated Statements of Cash Flows

for the three months ended September 30, 2004 and 2003

4

Selected Notes to Unaudited Interim Condensed Consolidated Financial Statements

5

 

ITEM 2 -    

Management's Discussion and Analysis of Financial Condition and Results of

Operations:

 

General

10

Safe Harbor Statement

11

Critical Accounting Policies

11

Off-Balance Sheet Financing Arrangements and Contractual Obligations

12

Comparison of Financial Condition at September 30, 2004 and June 30, 2004

13

Comparison of Operating Results

for the quarters ended September 30, 2004 and 2003

14

Asset Quality

19

Loan Volume Activities

21

Liquidity and Capital Resources

22

Commitments and Derivative Financial Instruments

23

Stockholders' Equity

24

Incentive Plans

24

Supplemental Information

25

 

ITEM 3 -    

Quantitative and Qualitative Disclosures about Market Risk

25

 

ITEM 4 -    

Controls and Procedures

27

 

PART II -     

OTHER INFORMATION

 

ITEM 1 -    

Legal Proceedings

27

ITEM 2 -    

Unregistered Sales of Equity Securities and Use of Proceeds

28

ITEM 3 -    

Defaults Upon Senior Securities

28

ITEM 4 -    

Submission of Matters to Vote of Security Holders

28

ITEM 5 -    

Other Information

28

ITEM 6 -    

Exhibits

28

 

SIGNATURES

29

 

<PAGE>

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

 

September 30,

 

June 30,

 
 

2004

   

2004

 

Assets

         

   Cash and cash equivalents

$     35,323

$     38,349

   Investment securities - held to maturity, at amortized cost

         

     (fair value $56,726 and $61,250, respectively)

57,035

   

62,200

 

   Investment securities - available for sale at fair value

212,339

   

190,380

 

   Loans held for investment, net of allowance for loan losses of

         

     $8,253 and $7,614, respectively

956,546

   

862,535

 

   Loans held for sale, at lower of cost or market

12,371

   

20,127

 

   Receivable from sale of loans

110,978

   

86,480

 

   Accrued interest receivable

5,353

   

4,961

 

   Real estate held for investment, net

10,195

   

10,176

 

   Federal Home Loan Bank stock

30,823

   

27,883

 

   Premises and equipment, net

7,749

   

7,912

 

   Prepaid expenses and other assets

7,666

8,032

 

          Total assets

$ 1,446,378

   

$ 1,319,035

 
 

       

Liabilities and Stockholders' Equity

         

Liabilities:

         

   Non-interest bearing deposits

$     44,975

$      41,551

   Interest bearing deposits

829,787

   

809,488

 

          Total deposits

874,762

   

851,039

 
           

   Borrowings

426,369

   

324,877

 

   Accounts payable, accrued interest and other liabilities

33,169

   

33,137

 

          Total liabilities

1,334,300

   

1,209,053

 
           

Commitments and Contingencies

           

Stockholders' equity:

         

   Preferred stock, $.01 par value; authorized 2,000,000 shares;
     none issued and outstanding

-

-

   Common stock, $.01 par value; authorized 15,000,000 shares;
     issued 11,910,565 and 11,898,565 shares, respectively;
     outstanding 6,993,029 and 7,091,719 shares, respectively

119

119

   Additional paid-in capital

57,573

   

57,186

 

   Retained earnings

114,876

   

111,329

 

   Treasury stock at cost (4,917,536 and 4,806,846 shares,
     respectively)

(59,324

)

(56,753

)

   Unearned stock compensation

(1,744

)

(1,889

)

   Accumulated other comprehensive income (loss), net of tax

578

   

(10

)

 

          Total stockholders' equity

112,078

   

109,982

 
           

          Total liabilities and stockholders' equity

$ 1,446,378

   

$ 1,319,035

 

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

1

<PAGE>

 

PROVIDENT FINANCIAL HOLDINGS, INC.
Condensed Consolidated Statements of Operations
(Unaudited)
In Thousands, Except Earnings Per Share

 

 

Quarter Ended
September 30,

 
   

2004

 

2003

 

Interest income:

       

   Loans receivable, net

$ 14,683

 

$ 12,840

 

   Investment securities

2,033

 

1,787

 

   Federal Home Loan Bank stock

370

 

230

 

   Interest-earning deposits

5

 

4

 

   Total interest income

17,091

 

14,861

 
         

Interest expense:

       

   Checking and money market deposits

295

 

365

 

   Savings deposits

1,235

 

1,241

 

   Time deposits

2,004

 

1,830

 

   Borrowings

3,605

3,042

   Total interest expense

7,139

 

6,478

 
         

Net interest income

9,952

 

8,383

 

Provision for loan losses

642

 

-

 

Net interest income after provision for loan losses

9,310

8,383

         

Non-interest income:

       

   Loan servicing and other fees

399

 

523

 

   Gain on sale of loans, net

4,376

 

3,154

 

   Real estate operations, net

120

 

190

 

   Deposit account fees

455

 

480

 

   Gain on sale of investment securities

384

 

-

 

   Other

359

 

379

 

   Total non-interest income

6,093

4,726

         

Non-interest expense:

       

   Salaries and employee benefits

5,077

 

4,581

 

   Premises and occupancy

671

 

655

 

   Equipment

404

 

395

 

   Professional expenses

220

 

158

 

   Sales and marketing expenses

182

 

230

 

   Other

1,056

 

946

 

   Total non-interest expense

7,610

 

6,965

 
         

Income before taxes

7,793

 

6,144

 

Provision for income taxes

3,538

 

2,563

 

   Net income

$   4,255

 

$   3,581

 
         

Basic earnings per share

$   0.64

 

$   0.53

 

Diluted earnings per share

$   0.60

 

$   0.49

 

Cash dividends per share

$   0.10

 

$   0.07

 

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

2

<PAGE>

PROVIDENT FINANCIAL HOLDINGS, INC.
Condensed Consolidated Statements of Changes in Stockholders- Equity
(Unaudited)
Dollars In Thousands
For the Quarters Ended September 30, 2004 and 2003

Accumulated

 

Common
Stock

Additional
Paid-In

 

Retained

 

Treasury

Unearned
Stock

Accumulated
Other Compre-
hensive (Loss)

 
 

Shares

 

Amount

Capital

Earnings

Stock

Compensation

Income, net of tax

Total

Balance at June 30, 2004

7,091,719

 

$ 119

$ 57,186

$ 111,329

 

$ (56,753

)

$ ( 1,889

)

$ (10

)

$ 109,982

 
                             

Comprehensive income:

                           

   Net income

       

 4,255

             

4,255

 

   Unrealized holding gain on
     securities available for sale,
     net of tax

                   

 588

   

588

 

Total comprehensive income

                       

4,843

 
                             

Purchase of treasury stock (1)

(110,690

)

(2,571

)

(2,571

)

Exercise of stock options

12,000

 

-

82

               

82

 

Amortization of MRP

               

 33

     

33

 

Tax benefit from non-qualified

   equity compensation

3

3

Allocations of contribution to ESOP

302

68

370

Prepayment of ESOP loan

44

44

Cash dividends

(708

)

(708

)

                             

Balance at September 30, 2004

6,993,029

 

$ 119

$ 57,573

$ 114,876

 

$ (59,324

)

$ ( 1,744

)

$ 578

 

$ 112,078

 

(1)   Includes the repurchase of 690 shares of distributed restricted stock.

 

Common
Stock

Additional
Paid-In

 

Retained

 

Treasury

Unearned
Stock

Accumulated
Other
Comprehensive

 
 

Shares

 

Amount

Capital

Earnings

Stock

Compensation

Income, net of tax

Total

Balance at June 30, 2003

7,479,671

 

$ 118

$ 54,691

$ 98,660

 

$ (45,801

)

$ ( 2,450

)

$ 1,660

 

$ 106,878

 
                             

Comprehensive income:

                           

   Net income

       

3,581

             

3,581

 

   Unrealized holding loss on
     securities available for sale,

     net of tax

                   

(1,078

)

 

(1,078

)

Total comprehensive income

                       

2,503

 
                             

Purchase of treasury stock (1)

(371,901

)

(7,493

)

(7,493

)

Exercise of stock options

49,425

 

1

444

               

445

 

Amortization of MRP

               

34

     

34

 

Tax benefit from non-qualified

   equity compensation

211

211

Allocations of contribution to ESOP

239

68

307

Prepayment of ESOP loan

33

33

Cash dividends

(480

)

(480

)

                             

Balance at September 30, 2003

7,157,195

 

$ 119

$ 55,585

$ 101,761

 

$ (53,294

)

$ ( 2,315

)

$ 582

 

$ 102,438

 

(1)   Includes the repurchase of 801 shares of distributed restricted stock.

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

3

<PAGE>

PROVIDENT FINANCIAL HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Dollars In Thousands

Three Months Ended
September 30,

 
 

2004

   

2003

 

Cash flows from operating activities:

         

Net income

$    4,255

$    3,581

Adjustments to reconcile net income to net cash (used for) provided by

         

  operating activities:

         

     Depreciation and amortization

778

   

1,395

 

     Provision for loan losses

642

   

-

 

     Gain on sale of loans

(4,376

)

 

(3,154

)

     Gain on sale of investment securities

(384

)

 

-

 

     Tax benefit from non-qualified compensation

3

211

     Decrease in accounts payable and other liabilities

(458

)

(7,049

)

     (Increase) decrease in prepaid expense and other assets

(36

)

1,349

Loans originated for sale

(299,270

)

(342,959

)

Proceeds from sale of loans

286,904

   

404,232

 

Amortization of servicing rights

123

   

43

 

Stock based compensation

447

   

374

 

          Net cash (used for) provided by operating activities

(11,372

)

 

58,023

 

 

Cash flows from investing activities:

         

     Net increase in loans held for investment

(94,560

)

 

(43,578

)

     Maturity and call of investment securities held to maturity

5,165

   

32,200

 

     Maturity and call of investment securities available for sale

-

   

17,025

 

     Principal payments from mortgage-backed securities

16,547

   

36,590

 

     Purchase of investment securities held to maturity

-

   

(9,000

)

     Purchase of investment securities available for sale

(37,791

)

 

(18,825

)

     Proceeds from sales of investment securities available for sale

390

   

-

 

     Purchase of Federal Home Loan Bank stock

(2,940

)

 

(253

)

     Addition to servicing rights

(178

)

 

(661

)

     Net (additions) sales of real estate

(172

)

 

513

 

     Net purchases of premises and equipment

(133

)

 

(351

)

          Net cash (used for) provided by investing activities

(113,672

)

 

13,660

 
           

Cash flows from financing activities:

         

     Net increase in deposits

23,723

   

36,835

 

     Proceeds from (repayment of) Federal Home Loan Bank advances, net

101,492

   

(124,007

)

     Exercise of stock options

82

   

445

 

     Cash dividends

(708

)

(480

)

     Treasury stock purchases

(2,571

)

(7,493

)

          Net cash provided by (used for) financing activities

122,018

   

(94,700

)

           

Net (decrease) in cash and cash equivalents

(3,026

)

 

(23,017

)

Cash and cash equivalents at beginning of period

38,349

   

48,851

 
           

Cash and cash equivalents at end of period

$ 35,323

   

$ 25,834

 
           

Supplemental information:

         

     Cash paid for interest

$   6,505

   

$   6,257

 

     Cash paid for income taxes

1,800

   

1,550

 

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

4

<PAGE>

 

PROVIDENT FINANCIAL HOLDINGS, INC.
SELECTED NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2004

Note 1: Basis of Presentation

The unaudited interim condensed consolidated financial statements included herein reflect all adjustments which are, in the opinion of management, necessary to present a fair statement of the results of operations for the interim periods presented. All such adjustments are of a normal, recurring nature. The balance sheet data at June 30, 2004 is derived from the audited consolidated financial statements of Provident Financial Holdings, Inc. (the "Corporation"). Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") with respect to interim financial reporting. It is recommended that these unaudited interim condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and notes ther eto included in the Corporation's Annual Report on Form 10-K for the year ended June 30, 2004 (SEC File No. 000-28304). All share and per share information in the accompanying condensed consolidated financial statements have been restated to reflect the stock split in February 2004. Certain amounts in the prior periods' financial statements have been reclassified to conform to the current period's presentation. The results of operations for the quarter ended September 30, 2004 are not necessarily indicative of results for the fiscal year ending June 30, 2005.

Note 2: Earnings Per Share and Stock-Based Compensation

Earnings Per Share:

Basic earnings per share ("EPS") excludes dilution and is computed by dividing income available to common shareholders by the weighted-average number of shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the earnings of the entity. The following table provides the basic and diluted EPS computations for the quarters ended September 30, 2004 and 2003, respectively.

 

For the Quarter Ended
September 30,

 
   
 

2004

 

2003

 

Numerator:

       

     Net income - numerator for basic earnings
       per share and diluted earnings per share -
       income available to common stockholders

$ 4,254,905

$ 3,580,958

         

Denominator:

       

     Denominator for basic earnings per share:
       Weighted-average shares

6,601,760

6,787,106

         

     Effect of dilutive securities:

       

       Stock option dilution

456,941

 

459,938

 

       Stock award dilution

14,543

 

17,569

 
         

     Denominator for diluted earnings per share:

       

       Adjusted weighted-average shares
       and assumed conversions

7,073,244

 

7,264,613

 
         

Basic earnings per share

$          0.64

 

$         0.53

 

Diluted earnings per share

$          0.60

 

$         0.49

 

5

<PAGE>

Stock-Based Compensation:
Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation," encourages, but does not require, companies to record compensation cost for stock-based employee compensation plans at fair value. The Corporation has been accounting for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations. Accordingly, compensation cost for stock options is measured as the excess, if any, of the fair value of the Corporation's common stock at the date of grant over the grant (exercise) price.

The Corporation has adopted the disclosure-only provisions of SFAS No. 123. Had compensation cost for the Corporation's stock-based compensation plans been determined based on the fair value at the grant date for awards consistent with the provisions of SFAS No. 123, the Corporation's net income and earnings per share would have been reduced to the pro forma amounts as follows (dollars in thousands, except earnings per share):

 

For the Quarter

 

Ended September 30,

 

2004

2003

Net income, as reported

$ 4,255

 

$ 3,581

 

Deduct:

       

Total stock-based compensation expense, determined using fair value

       

   method, net of tax

( 97

)

( 41

)

Pro forma net income 

$ 4,158

 

$ 3,540

 
         

Earnings per share:

       

Basic - as reported

$   0.64

 

$   0.53

 

Basic - pro forma

$   0.63

 

$   0.52

 
         

Diluted - as reported

$   0.60

 

$   0.49

 

Diluted - pro forma

$   0.59

 

$   0.49

 

6

<PAGE>

 

Note 3: Operating Segment Reports

The Corporation operates in two business segments: community banking (Provident Savings Bank, F.S.B. ("Bank")) and mortgage banking (Provident Bank Mortgage ("PBM")), a division of the Bank. The following tables set forth condensed income statements and total assets for the Corporation's operating segments for the quarters ended September 30, 2004 and 2003, respectively (in thousands).

 

For the Quarter Ended September 30, 2004

Provident

 

Provident

Bank

Consolidated

 

Bank

Mortgage

Totals

           

Net interest income.

$        8,186

 

$     1,124

 

$        9,310

           

Non-interest income:

         

     Loan servicing and other fees (1)

(1,461

)

1,860

 

399

     Gain on sale of loans, net (2)

108

 

4,268

 

4,376

     Real estate operations, net

120

 

-

 

120

     Deposit account fees

455

 

-

 

455

     Gain on sale of investment securities

384

 

-

 

384

     Other

357

 

2

 

359

          Total non-interest income

(37

)

6,130

 

6,093

           

Non-interest expense:

         

     Salaries and employee benefits

3,218

 

1,859

 

5,077

     Premises and occupancy

500

 

171

 

671

     Operating and administrative expenses

1,083

 

779

 

1,862

          Total non-interest expense

4,801

 

2,809

 

7,610

Income before taxes

$        3,348

$     4,445

$        7,793

Total assets, end of period

$ 1,324,231

 

$ 122,147

 

$ 1,446,378

(1) Includes an inter-company charge of $1.64 million credited to PBM by the Bank during the period to compensate PBM for originating loans held for investment.
(2) Includes an inter-company charge of $142,000 credited to PBM by the Bank during the period to compensate PBM for servicing fees on loans sold on a servicing retained basis.

 

For the Quarter Ended September 30, 2003

Provident

 

Provident

Bank

Consolidated

 

Bank

Mortgage

Totals

           

Net interest income

$        7,606

 

$     777

 

$        8,383

           

Non-interest income:

         

     Loan servicing and other fees (1)

(1,027

)

1,550

 

523

     Gain on sale of loans, net (2)

(124

)

3,278

 

3,154

     Real estate operations, net

117

 

73

 

190

     Deposit account fees

480

 

-

 

480

     Other

367

 

12

 

379

          Total non-interest income

(187

)

4,913

 

4,726

           

Non-interest expense:

         

     Salaries and employee benefits

3,037

 

1,544

 

4,581

     Premises and occupancy

496

 

159

 

655

     Operating and administrative expenses

969

 

760

 

1,729

          Total non-interest expense

4,502

 

2,463

 

6,965

Income before taxes

$        2,917

$   3,227

$        6,144

Total assets, end of period

$ 1,101,428

 

$ 60,667

 

$ 1,162,095


(1) Includes an inter-company charge of $1.36 million credited to PBM by the Bank during the period to compensate PBM for originating loans held for investment
(2) Includes an inter-company charge of $155,000 credited to PBM by the Bank during the period to compensate PBM for servicing fees on loans sold on a servicing retained basis.

7

<PAGE>

Note 4: Commitments and Derivative Financial Instruments

The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, in the form of originating loans or providing funds under existing lines of credit, and forward loan sale agreements to third parties. These instruments involve, to varying degrees, elements of credit and interest-rate risk in excess of the amount recognized in the accompanying consolidated statements of financial condition. The Corporation's exposure to credit loss, in the event of non-performance by the counterparty to these financial instruments, is represented by the contractual amount of these instruments. The Corporation uses the same credit policies in entering into financial instruments with off-balance sheet risk as it does for on-balance sheet instruments.

September 30,

June 30,

Commitments

2004

2004

(In Thousands)

Undisbursed loan funds - Construction loans

$  79,090

$  78,137

Undisbursed lines of credit - Single-family loans

8,624

7,342

Undisbursed lines of credit - Commercial business loans

8,266

9,625

Undisbursed lines of credit - Consumer loans

1,768

1,794

Commitments to extend credit on loans held for investment

38,435

23,170

Total

$ 136,183

$ 120,068

In accordance with SFAS No. 133 and interpretations of the Derivative Implementation Group of the Financial Accounting Standards Board ("FASB"), the fair value of the commitments to extend credit on loans to be held for sale, forward loan sale agreements and put option contracts are recorded at fair value on the balance sheet, and are included in other assets or other liabilities. The Corporation does not apply hedge accounting to its derivative financial instruments; therefore, all changes in fair value are recorded in earnings. The net impact of derivative financial instruments on the consolidated statements of operations during the quarters ended September 30, 2004 and 2003 was a gain of $41,000 and a loss of $428,000, respectively.

September 30, 2004

June 30, 2004

September 30, 2003

Fair

Fair

Fair

Derivative Financial Instruments

Amount

Value

Amount

Value

Amount

Value

(In Thousands)

Commitments to extend credit

  on loans to be held for sale (1)

$ 47,117

$ (15

)

$  63,750

$  167

$   44,404

$  817

Forward loan sale agreements

21,000

32

37,500

(317

)

41,658

(503

)

Put option contracts

10,000

27

10,000

41

15,000

65

Total

$ 78,117

$ 44

$ 111,250

$ (109

)

$ 101,062

$ 379

(1) Net of estimated commitments of 25.1 percent at September 30, 2004, 26.6 percent at June 30, 2004 and 32.2 percent at September 30, 2003, which may not fund. The fair value of servicing released premiums at September 30, 2004, June 30, 2004 and September 30, 2003 were zero (not recognized), zero (not recognized) and $672,000, respectively.

In the third quarter of fiscal 2004, the Corporation adopted the SEC guidance regarding loan commitments that are recognized as derivatives pursuant to SFAS No. 133. As a result of implementing the SEC Staff Accounting Bulletin No. 105, "Application of Accounting Principles to Loan Commitments," the Corporation excluded the recognition of servicing released premiums in the valuation of commitments to extend credit on loans to be held for sale. The Corporation's previous practice had been to recognize, at the inception of the rate lock, the anticipated servicing released premiums on the underlying loans. The Corporation elected to prospectively apply this guidance to new loan commitments initiated after January 1, 2004. This action results in the delay in recognition of servicing released premiums until the underlying loans are funded and sold.

8

<PAGE>

Note 5: Off-Balance Sheet Financing Arrangements and Contractual Obligations

As discussed in Note 4, the Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. As of September 30, 2004 and June 30, 2004, the Corporation had commitments to extend credit of $85.6 million and $86.9 million, respectively.

Note 6: Recent Accounting Pronouncements

FIN No. 46R:
In December 2003, the FASB issued FIN No. 46R, "Consolidation of Variable Interest Entities," an interpretation of Accounting Research Bulletin No. 51. FIN No. 46R requires that variable interest entities be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity's activities or is entitled to receive a majority of the entity's residual returns or both. FIN No. 46R also requires disclosure about variable interest entities that companies are not required to consolidate but in which a company has a significant variable interest. The consolidation requirements must be adopted no later than the beginning of the first fiscal year or interim period beginning after March 15, 2004. The adoption of FIN No. 46R did not have a material impact on the Corporation's results of operations, financial position or cash flows.

SOP 03-3:
In December 2003, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued Statement of Position No. 03-3 ("SOP 03-3"), "Accounting for Certain Loans or Debt Securities Acquired in a Transfer." SOP 03-3 addresses the accounting for differences between contractual cash flows and the cash flows expected to be collected from purchased loans or debt securities if those differences are attributable, in part, to credit quality. SOP 03-3 requires purchased loans and debt securities to be recorded initially at fair value based on the present value of the cash flows expected to be collected with no carryover of any valuation allowance previously recognized by the seller. Interest income should be recognized based on the effective yield from the cash flows expected to be collected. To the extent that the purchased loans or debt securities experience subsequent deterioration in credit quality, a valuation allowance would be established for any additional cash flows that are not expected to be received. However, if more cash flows were subsequently expected to be received than originally estimated, the effective yield would be adjusted on a prospective basis. SOP 03-3 will be effective for loans and debt securities acquired after December 31, 2004. Management does not expect the adoption of this statement to have a material impact on the Corporation's financial position, results of operations, or cash flows.

EITF No. 03-1:
In March 2004, the Emerging Issues Task Force ("EITF") reached consensus on the guidance provided in EITF Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments" ("EITF 03-1") as applicable to debt and equity securities that are within the scope of SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities" and equity securities that are accounted for using the cost method specified in Accounting Policy Board Opinion No. 18 "The Equity Method of Accounting for Investments in Common Stock." An investment is impaired if the fair value of the investment is less than its cost. EITF 03-1 outlines that an impairment would be considered other-than-temporary unless: a) the investor has the ability and intent to hold an investment for a reasonable period of time sufficient for the recovery of the fair value up to (or beyond) the cost of the investment, and b) evidence indicating that the cost of the investment is recoverable within a reasonable period of time outweighs evidence to the contrary. Although not presumptive, a pattern of selling investments prior to the forecasted recovery of fair value may call into question the investor's intent. The severity and duration of the impairment should also be considered in determining whether the impairment is other-than-temporary. This new guidance for determining whether impairment is other-than-temporary is effective for reporting periods beginning after June 15, 2004. Adoption of this standard may cause the Corporation to recognize impairment losses in the Consolidated Statements of Operations which would not have been recognized under the current guidance or to recognize such losses in earlier periods. Since fluctuations in the fair value for available-for-sale securities are already recorded in Accumulated Other Comprehensive Income (Loss), adoption of this standard is not expected to have a significant impact on stockholders' equity. In

9

<PAGE>

September 2004 the FASB staff issued a proposed Board-directed FASB Staff Position, FSP EITF Issue 03-1-a, Implementation Guidance for the Application of Paragraph 16 of EITF Issue No. 03-1. The proposed FSP would provide implementation guidance with respect to debt securities that are impaired solely due to interest rates and/or sector spreads and analyzed for other-than-temporary impairment under paragraph 16 of Issue 03-1. The Board also issued FSP EITF Issue 03-1-b, which delays the effective date for the measurement and recognition guidance contained in paragraphs 10-20 of EITF 03-1. The delay does not suspend the requirement to recognize other-than-temporary impairments as required by existing authoritative literature.

Note 7: Subsequent Events

On October 28, 2004, the Board of Directors of the Bank declared a cash dividend of $2.8 million to the Corporation, which was paid on October 29, 2004.

On October 29, 2004, the Corporation announced a cash dividend of $0.14 per share on the Corporation's outstanding shares of common stock for shareholders of record at the close of business on November 23, 2004, payable on December 17, 2004.

ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations

General

Provident Financial Holdings, Inc., a Delaware corporation, was organized in January 1996 for the purpose of becoming the holding company for Provident Savings Bank, F.S.B. upon the Bank's conversion from a federal mutual to a federal stock savings bank ("Conversion"). The Conversion was completed on June 27, 1996. At September 30, 2004, the Corporation had total assets of $1.4 billion, total deposits of $874.8 million and total stockholders' equity of $112.1 million. The Corporation has not engaged in any significant activity other than holding the stock of the Bank. Accordingly, the information set forth in this report, including financial statements and related data, relates primarily to the Bank and its subsidiaries.

The Bank, founded in 1956, is a federally chartered stock savings bank headquartered in Riverside, California. The Bank is regulated by the Office of Thrift Supervision ("OTS"), its primary federal regulator, and the Federal Deposit Insurance Corporation ("FDIC"), the insurer of its deposits. The Bank's deposits are federally insured up to applicable limits by the FDIC under the Savings Association Insurance Fund ("SAIF"). The Bank has been a member of the Federal Home Loan Bank ("FHLB") System since 1956.

The Bank's business consists of community banking activities and mortgage banking activities. Community banking activities primarily consist of accepting deposits from customers within the communities surrounding the Bank's full service offices and investing these funds in single-family loans, multi-family loans, commercial real estate loans, construction loans, commercial business loans, consumer loans and other real estate loans. In addition, the Bank also offers business checking accounts and other business banking services, and services loans for others. Mortgage banking activities consist of the origination and sale of mortgage and consumer loans secured primarily by single-family residences. The Bank's revenues are derived principally from interest on its loan and investment portfolios and fees generated through its community banking and mortgage banking activities. There are various risks inherent in the Bank's business including, among others, interest rate changes and the pre payment of loans and investments.

The Corporation, from time to time, may repurchase its common stock as a way to enhance the Corporation's earnings per share. The Corporation considers the repurchase of its common stock if the market price of the stock is lower than its book value and/or the Corporation believes that the current market price is not commensurate with its current and future earnings potential. Consideration is also given to the Corporation's liquidity, regulatory capital requirements and future capital needs based on the Corporation's current business plan. The Corporation's Board of Directors authorizes each stock repurchase program, the duration of which is typically one year. Once the stock repurchase program is authorized, management may repurchase the Corporation's common stock from time to time in the open

10

<PAGE>

market, depending upon market conditions and the factors described above. On June 28, 2004, the Corporation announced that its Board of Directors authorized the repurchase of up to five percent of its common stock, or approximately 354,585 shares, over a one-year period. Please refer to the Issuer Purchases of Equity Securities table under Part II, Item 2 - "Unregistered Sales of Equity Securities and Use of Proceeds" on page 28.

The Corporation began to distribute quarterly cash dividends in the quarter ended September 30, 2002. On July 22, 2004, the Corporation announced a quarterly cash dividend of $0.10 per share for the Corporation's shareholders of record at the close of the business day on August 17, 2004, which was paid on September 10, 2004. Future declarations or payments of dividends will be subject to the consideration of the Corporation's Board of Directors, which will take into account the Corporation's financial condition, results of operations, tax considerations, capital requirements, industry standards, economic conditions and other factors, including the regulatory restrictions which affect the payment of dividends by the Bank to the Corporation. Under Delaware law, dividends may be paid either out of surplus or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

Management's discussion and analysis of financial condition and results of operations is intended to assist in understanding the financial condition and results of operations of the Corporation. The information contained in this section should be read in conjunction with the Unaudited Interim Condensed Consolidated Financial Statements and accompanying Selected Notes to Unaudited Interim Condensed Consolidated Financial Statements.

Safe-Harbor Statement

Certain matters in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to, among others, expectations of the business environment in which the Corporation operates, projections of future performance, perceived opportunities in the market, potential future credit experience, and statements regarding the Corporation's mission and vision. These forward-looking statements are based upon current management expectations, and may, therefore, involve risks and uncertainties. The Corporation's actual results, performance, or achievements may differ materially from those suggested, expressed, or implied by forward-looking statements as a result of a wide range of factors including, but not limited to, the general business environment, interest rates, the California real estate market, the demand for loans, competitive con ditions between banks and non-bank financial services providers, regulatory changes, and other risks detailed in the Corporation's reports filed with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the fiscal year ended June 30, 2004. Forward-looking statements are effective only as of the date that they are made and the Corporation assumes no obligation to update this information.

Critical Accounting Policies

The discussion and analysis of the Corporation's financial condition and results of operations are based upon the Corporation's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America and conform to prevailing practices within the banking industry. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of the financial statements. Actual results may differ from these estimates under different assumptions or conditions. Management considers the accounting for the allowance for loan losses and accounting for derivatives to be critical accounting policies.

Accounting for the allowance for loan losses involves significant judgments and assumptions by management, which have a material impact on the carrying value of net loans. The allowance is based on two principles of accounting: (i) SFAS No. 5, "Accounting for Contingencies," which requires that losses be accrued when they are probable of occurring and can be estimated; and (ii) SFAS No. 114, "Accounting by Creditors for Impairment of a Loan" and SFAS No. 118, "Accounting by Creditors for Impairment of a Loan-Income Recognition and Disclosures," which require that losses be accrued based on the differences

11

<PAGE>

between the value of collateral, present value of future cash flows or values that are observable in the secondary market and the loan balance. The allowance has three components: (i) a formula allowance for groups of homogeneous loans; (ii) a specific allowance for identified problem loans; and (iii) an unallocated allowance. Each of these components is based upon estimates that can change over time. The formula allowance is based primarily on historical experience and as a result can differ from actual losses incurred in the future. The history is reviewed at least quarterly and adjustments are made as needed. Various techniques are used to arrive at specific loss estimates, including historical loss information, discounted cash flows and fair market value of collateral. The use of these values is inherently subjective and the actual losses could be greater or less than the estimates. For further details, see the "Provision for Loan Losses" narrative on page 17.

Interest is generally not accrued on any loan when its contractual payments are more than 90 days delinquent. In addition, interest is not recognized on any loan for which management has determined that collection is not reasonably assured. A non-accrual loan may be restored to accrual status when delinquent principal and interest payments are brought current, the loan is paying in accordance with its payment terms for a minimum six-month period, and future monthly principal and interest payments are expected to be collected.

Properties acquired through foreclosure or deed in lieu of foreclosure are transferred to the real estate owned portfolio and carried at the lower of cost or estimated fair value less the estimated costs to sell the property. The fair values of the properties are based upon current appraisals. The difference between the fair value of the real estate collateral and the loan balance at the time of the transfer is recorded as a loan charge-off if fair value is lower. Subsequent to foreclosure, management periodically performs additional valuations and the properties are adjusted, if necessary, to the lower of carrying value or fair value, less estimated selling costs. The determination of a property's estimated fair value includes revenues projected to be realized from disposal of the property, construction and renovation costs.

SFAS No. 133, "Accounting for Derivative Financial Instruments and Hedging Activities," requires that derivatives of the Corporation be recorded in the consolidated financial statements at fair value. The Bank's derivatives are primarily the result of its mortgage banking activities in the form of commitments to extend credit, commitments to sell loans and option contracts to hedge the risk of the commitments. Estimates of the percentage of commitments to extend credit on loans to be held for sale that may not fund are based upon historical data and current market trends. The fair value adjustments of the derivatives are recorded in the consolidated statements of operations with offsets to other assets or other liabilities in the consolidated statements of financial condition. In the third quarter of fiscal 2004, the Corporation adopted the SEC guidance regarding loan commitments that are recognized as derivatives pursuant to SFAS No. 133. As a result of implementing the SEC Staff Accounting Bulletin No. 105, "Application of Accounting Principles to Loan Commitments," the Corporation excluded the recognition of servicing released premiums in the valuation of commitments to extend credit on loans to be held for sale. The Corporation's previous practice had been to recognize, at the inception of the rate lock, the anticipated servicing released premiums on the underlying loans. The Corporation elected to prospectively apply this guidance to new loan commitments initiated after January 1, 2004. This action results in the delay in recognition of servicing released premiums until the underlying loans are funded and sold.

Off-Balance Sheet Financing Arrangements and Contractual Obligations

The following table summarizes the Corporation's contractual obligations at September 30, 2004 and the effect these obligations are expected to have on the Corporation's liquidity and cash flows in future periods (in thousands):

 

Payments Due by Period

 

1 year

 

Over 1 to

 

Over 3 to

 

Over

   
 

or less

 

3 years

 

5 years

 

5 years

 

Total

Operating lease obligations

$       652

 

$     1,042

 

$         860

 

$        129

 

$      2,683

Time deposits

156,889

 

146,660

 

42,867

 

-

 

346,416

FHLB borrowings

138,457

 

110,191

 

108,072

 

130,759

 

487,479

Total

$ 295,998

 

$ 257,893

 

$ 151,799

 

$ 130,888

 

$ 836,578

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<PAGE>

The expected obligation for time deposits and FHLB borrowings include anticipated interest accruals based on respective contractual terms.

Comparison of Financial Condition at September 30, 2004 and June 30, 2004

Total assets increased $127.4 million, or 10 percent, to $1.4 billion at September 30, 2004 from $1.3 billion at June 30, 2004. This increase was primarily the result of an increase in loans held for investment, investment securities available for sale and receivable from sale of loans.

Total investment securities increased $16.8 million, or seven percent, to $269.4 million at September 30, 2004 from $252.6 million at June 30, 2004. For the first three months of fiscal 2005, $37.8 million of investment securities were purchased, while $5.2 million of investment securities were called by the issuers and $16.6 million of reductions were the result of mortgage-backed securities principal paydowns.

Loans held for investment increased $94.0 million, or 11 percent, to $956.5 million at September 30, 2004 from $862.5 million at June 30, 2004. In the first three months of fiscal 2005, the Bank originated $221.9 million of loans held for investment, of which $71.4 million, or 32 percent, were "preferred loans" (multi-family, commercial real estate, construction and commercial business loans), including the purchase of $22.1 million of preferred loans during the period. The collateral that secures the purchased loans is located primarily in Southern California. Total loan prepayments during the first three months of fiscal 2005 were $129.5 million. The balance of preferred loans increased to $272.0 million, or 28 percent of loans held for investment at September 30, 2004, as compared to $240.6 million, or 28 percent of loans held for investment, at June 30, 2004. Purchased loans serviced by others at September 30, 2004 were $47.9 million or five percent of loan s held for investment, compared to $43.6 million, or five percent of loans held for investment at June 30, 2004.

Loans held for sale decreased $7.7 million, or 38 percent, to $12.4 million at September 30, 2004 from $20.1 million at June 30, 2004. The decrease was the result of the timing differences between loan funding and loan sale dates.

Receivable from the sale of loans increased $24.5 million, or 28 percent, to $111.0 million at September 30, 2004 from $86.5 million at June 30, 2004. The increase was the result of the timing differences between loan sale and loan sale settlement dates.

Total deposits increased $23.8 million, or three percent, to $874.8 million at September 30, 2004 from $851.0 million at June 30, 2004. This increase was primarily attributable to an increase of $41.1 million in time deposits, partly offset by a decrease of $17.4 million in transaction accounts. The increase in time deposits and the decrease in transaction accounts were attributable primarily to the increase in interest rates and the Bank's advertising campaign for time deposits during the first quarter of fiscal 2005.

Borrowings, which consisted entirely of FHLB advances, increased $101.5 million, or 31 percent, to $426.4 million at September 30, 2004 from $324.9 million at June 30, 2004. The increase in borrowings was used to augment the funding needs, in addition to deposits, for the increases in loans held for investments and receivable from the sale of loans. The weighted-average maturity of the Bank's existing FHLB advances was approximately 39 months (30 months, based on put dates) at September 30, 2004 as compared to the weighted-average maturity of 45 months (33 months, based on put dates) at June 30, 2004.

Total stockholders' equity increased $2.1 million, or two percent, to $112.1 million at September 30, 2004, from $110.0 million at June 30, 2004, primarily as a result of the net income during the first three months of fiscal 2005, which was partly offset by common stock repurchases. During the first three months of fiscal 2005, a total of 110,000 shares were repurchased under the existing stock repurchase program at an average price of $23.23 per share. As of September 30, 2004, 31 percent of the authorized shares of the June 2004 stock repurchase plan were purchased, leaving approximately 244,585 shares available for future repurchase.

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<PAGE>

Comparison of Operating Results for the Quarters Ended September 30, 2004 and 2003

The Corporation's net income for the first quarter ended September 30, 2004 was $4.3 million, an increase of $674,000, or 19 percent, from $3.6 million during the same quarter of fiscal 2004. This increase was primarily attributable to increases in net interest income and the gain on sale of loans, partly offset by an increase in non-interest expense.

The Corporation's net interest income before loan loss provisions increased by $1.6 million, or 19 percent, to $10.0 million for the quarter ended September 30, 2004 from $8.4 million during the comparable period of fiscal 2004. This increase was the result of higher average earning assets and a higher net interest margin. The average balance of earning assets increased $152.8 million, or 13 percent, to $1.3 billion in the first quarter of fiscal 2005 from $1.2 billion in the comparable period of fiscal 2004. The net interest margin increased to 3.03 percent in the first quarter of fiscal 2005, up 15 basis points from 2.88 percent during the same period of fiscal 2004. The increase in the net interest margin during the first quarter of fiscal 2005 was primarily attributable to an increase in the average yield of earning assets and a decline in the average cost of funds.

The Corporation's efficiency ratio improved to 47 percent in the first quarter of fiscal 2005 from 53 percent in the same period of fiscal 2004. Return on average assets for the quarter ended September 30, 2004 increased 6 basis points to 1.24 percent from 1.18 percent in the same period last year; while return on average equity for the quarter ended September 30, 2004 increased to 15.35 percent from 13.84 percent in the same period last year. Diluted earnings per share for the quarter ended September 30, 2004 were $0.60, an increase of 22 percent from $0.49 for the quarter ended September 30, 2003.

Interest Income. Total interest income increased by $2.2 million, or 15 percent, to $17.1 million for the first quarter of fiscal 2005 from $14.9 million in the same quarter of fiscal 2004. This increase was primarily the result of a higher average balance of earning assets and a higher average earning asset yield. The average yield on earning assets during the first quarter of fiscal 2005 was 5.20 percent, 9 basis points higher than the average yield of 5.11 percent during the same period of fiscal 2004. Increases in the average yield on investment securities and FHLB stock were partly offset by a decrease in the average yield on loans.

Loan interest income increased $1.9 million, or 15 percent, to $14.7 million in the quarter ended September 30, 2004 from $12.8 million for the same quarter of fiscal 2004. This increase was attributable to a higher average loan balance, partially offset by a lower average loan yield. The average balance of loans outstanding, including the loans held for sale, increased $152.5 million, or 17 percent, to $1.0 billion during the first quarter of fiscal 2005 from $872.9 million during the same quarter of fiscal 2004. The average loan yield during the first quarter of fiscal 2005 decreased to 5.73 percent from 5.88 percent during the same quarter last year. The decline in the average loan yield was primarily attributable to the prepayment of higher yielding loans, adjustable portfolio loans adjusting to lower interest rates and new mortgage loans originated with lower interest rates.

Interest income from investment securities increased $246,000, or 14 percent, to $2.0 million during the quarter ended September 30, 2004 from $1.8 million during the same quarter of fiscal 2004. This increase was primarily a result of an increase in average yield, partly offset by a decrease in average balance. The average balance of investment securities decreased $7.7 million, or three percent, to $259.5 million in the first quarter of fiscal 2005 from $267.2 million in the same quarter of fiscal 2004. The average yield on the investment securities portfolio increased 45 basis points to 3.13 percent during the quarter ended September 30, 2004 from 2.68 percent during the quarter ended September 30, 2003. The increase in the average yield of investment securities was primarily a result of a reduction of the mortgage-backed securities ("MBS") principal paydowns with a corresponding reduction to the MBS premium amortization. The accelerated amortization in the first quarter of fiscal 2005 declined by $492,000 to $193,000 as compared to $685,000 in the same quarter of fiscal 2004. This decline in the accelerated amortization resulted in an increase of 75 basis points in the investment yield.

FHLB stock dividends increased by $140,000, or 61 percent, to $370,000 in the first quarter of fiscal 2005 from $230,000 in the same period of fiscal 2004. This increase was attributable to a higher average balance and a higher average yield. The average balance of FHLB stock increased $7.7 million to $28.8 million

14

<PAGE>

during the first quarter of fiscal 2005 from $21.1 million during the same period of fiscal 2004. The increase in FHLB stock was in accordance with the borrowing requirements of the FHLB. The average yield on FHLB stock increased 78 basis points to 5.14 percent during the first quarter of fiscal 2005 from 4.36 percent during the same period last year. The increase in the average yield was primarily a result of higher dividend accruals based upon the actual dividends received in the prior periods.

Interest Expense. Total interest expense for the quarter ended September 30, 2004 was $7.1 million as compared to $6.5 million for the same period of fiscal 2004, an increase of $661,000, or 10 percent. This increase was primarily attributable to a higher average balance of interest-bearing liabilities, partially offset by a decrease in the average cost. The average balance of interest-bearing liabilities increased $141.2 million, or 13 percent, to $1.2 billion during the first quarter of fiscal 2005 from $1.1 billion during the same period of fiscal 2004. The average cost of interest-bearing liabilities was 2.31 percent during the quarter ended September 30, 2004, down 6 basis points from 2.37 percent during the same period of fiscal 2004. A decrease in the average cost of deposits was partly offset by an increase in the average cost of borrowings.

Interest expense on deposits for the quarter ended September 30, 2004 was $3.5 million as compared to $3.4 million for the same period of fiscal 2004, an increase of $98,000, or three percent. The increase in interest expense on deposits was primarily attributable to a higher average balance, partially offset by a lower average cost. The average balance of deposits increased $98.8 million, or 13 percent, to $871.2 million during the quarter ended September 30, 2004 from $772.4 million during the same period of fiscal 2004. The average balance of transaction account deposits remained unchanged at 64 percent of total deposits in the first quarter of fiscal 2005, compared to the same period of fiscal 2004. The average cost of deposits decreased to 1.61 percent during the quarter ended September 30, 2004 from 1.76 percent during the same quarter of fiscal 2004, a decline of 15 basis points. The decline in the average cost of deposits was attributable to the general decline in interest rat es.

Interest expense on borrowings for the quarter ended September 30, 2004 increased $563,000, or 19 percent, to $3.6 million from $3.0 million for the same period of fiscal 2004. The increase in interest expense on borrowings was primarily a result of a higher average balance and a higher average cost. The average balance of borrowings increased $42.4 million, or 14 percent, to $356.2 million during the quarter ended September 30, 2004 from $313.8 million during the same period of fiscal 2004. The average cost of borrowings increased to 4.02 percent for the quarter ended September 30, 2004 from 3.85 percent in the same quarter of fiscal 2004, an increase of 17 basis points. The increase in the average cost of borrowings was primarily attributable to the borrowing mix with a lower average balance of overnight borrowings, which generally have a lower average cost.

15

<PAGE>

 

The following tables depict the average balance sheets for the quarters ended September 30, 2004 and 2003, respectively:

Average Balance Sheets
(Dollars in Thousands)

 

Quarter Ended

 

Quarter Ended

 

September 30, 2004

 

September 30, 2003

 

Average

     

Yield/

 

Average

     

Yield/

 

Balance

 

Interest

 

Cost

 

Balance

 

Interest

 

Cost

Interest-earning assets:

                     

Loans receivable, net (1)

$ 1,025,428

 

 $ 14,683

 

5.73%

 

$   872,944

 

$ 12,840

 

5.88%

Investment securities

259,483

 

2,033

 

3.13%

 

267,192

 

1,787

 

2.68%

FHLB stock

28,783

 

370

 

5.14%

 

21,079

 

230

 

4.36%

Interest-earning deposits

1,467

 

5

 

1.36%

 

1,144

 

4

 

1.40%

                       

Total interest-earning assets

1,315,161

 

17,091

 

5.20%

 

1,162,359

 

14,861

 

5.11%

                       

Non interest-earning assets

55,912

         

46,626

       

 

Total assets

$ 1,371,073

$ 1,208,985

                       

Interest-bearing liabilities:

                     

Checking and money market accounts (2)

$    219,179

 

295

 

0.53%

 

$   194,437

 

365

 

0.74%

Savings accounts

336,148

 

1,235

 

1.46%

 

296,578

 

1,241

 

1.66%

Time deposits

315,866

 

 2,004

 

2.52%

 

281,390

 

1,830

 

2.58%

                       

Total deposits

871,193

 

3,534

 

1.61%

 

772,405

 

3,436

 

1.76%

                       

Borrowings

356,209

 

3,605

 

4.02%

 

313,797

 

3,042

 

3.85%

 

Total interest-bearing liabilities

1,227,402

 

7,139

 

2.31%

 

1,086,202

 

6,478

 

2.37%

                       

Non interest-bearing liabilities 

32,775

19,254

                       

Total liabilities

1,260,177

         

 1,105,456

       
                       

Stockholders' equity

110,896

         

103,529

       

Total liabilities and stockholders'
  equity

$ 1,371,073

$ 1,208,985

                       

Net interest income

   

$  9,952

         

$  8,383

   
                       

Interest rate spread (3)

       

2.89%

         

2.74%

Net interest margin (4)

       

3.03%

         

2.88%

Ratio of average interest-earning
  assets to average interest-bearing
  liabilities

107.15%

107.01%

Return on average assets

       

1.24%

         

1.18%

Return on average equity

       

15.35%

         

13.84%

                       

(1) Includes loans held for sale and non-accrual loans, as well as net deferred loan fee amortization of $93,000 and $199,000 for the quarters ended September 30, 2004 and 2003, respectively.
(2) Includes average balance of non-interest bearing checking accounts of $45.6 million and $45.5 million during the quarters ended September 30, 2004 and 2003, respectively.
(3) Represents the difference between weighted-average yield on all interest-earning assets and weighted-average rate on all interest-bearing liabilities.
(4) Represents net interest income before provision for loan losses as a percentage of average interest-earning assets.

16

<PAGE>

The following tables provide the rate/volume variances for the quarters ended September 30, 2004 and 2003, respectively:

Rate/Volume Variance
(In Thousands)

 

Quarter Ended September 30, 2004 Compared

 

to Quarter Ended September 30, 2003

 

Increase (Decrease) Due to

         

Rate/

   
 

Rate

 

Volume

 

Volume

 

Net

Interest income:

                     

   Loans receivable (1)

$ (342

)

 

$ 2,242

   

$ (57

)

 

$ 1,843

 

   Investment securities

307

   

(52

)

 

(9

)

 

246

 

   FHLB stock

41

   

84

   

15

   

140

 

   Interest-bearing deposits

-

   

1

   

-

   

1

 

Total net change in income
   on interest-earning assets

6

2,275

(51

)

2,230

                     

Interest-bearing liabilities:

                     

   Checking and money market accounts

(103

)

 

46

   

(13

)

 

(70

)

   Savings accounts

(152

)

 

166

   

(20

)

 

(6

)

   Time deposits

(45

)

 

224

   

(5

)

 

174

 

   Borrowings

133

   

412

   

18

   

563

 

Total net change in expense on
   interest-bearing liabilities.

(167

)

848

(20

)

661

Net change in net interest
   income (loss)

$ 173

$ 1,427

$ (31

)

$ 1,569

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

Provision for Loan Losses. A $642,000 loan loss provision was recorded during the first quarter of fiscal 2005, as compared to zero during the same period of fiscal 2004. The loan loss provision was recorded primarily in response to loan growth during the first quarter of fiscal 2005, particularly in "preferred" loans, which have higher risk than single-family loans.

The allowance for loan losses was $8.3 million at September 30, 2004 as compared to $7.6 million at June 30, 2004. The allowance for loan losses as a percentage of gross loans held for investment was 0.86 percent at September 30, 2004 as compared to 0.88 percent at June 30, 2004. Management considers the allowance for loan losses sufficient to absorb potential losses inherent in loans held for investment.

The allowance for loan losses is maintained at a level sufficient to provide for estimated losses based on evaluating known and inherent risks in the loan portfolio and upon management's continuing analysis of the factors underlying the quality of the loan portfolio. These factors include changes in the size and composition of the loan portfolio, actual loan loss experience, current economic conditions, detailed analysis of individual loans for which full collectibility may not be assured, and determination of the realizable value of the collateral securing the loans. Provisions for losses are charged against operations on a monthly basis as necessary to maintain the allowance at appropriate levels. Management believes that the amount maintained in the allowance will be adequate to absorb losses inherent in the portfolio. Although management believes it uses the best information available to make such determinations, there can be no assurance that regulators, in reviewing the Corporati on's loan portfolio, will not request the Corporation to significantly increase its allowance for loan losses. Future adjustments to the allowance for loan losses may be necessary and results of operations could be significantly and adversely affected due to economic, operating, regulatory, and other conditions beyond the control of the Corporation.

17

<PAGE>

 

The following table is provided to disclose additional details on the Corporation's allowance for loan losses and asset quality:

 

Three Months Ended

 
 

September 30,

 

(Dollars in thousands)

2004

   

2003

 
           

Allowance at beginning of period

$ 7,614

   

$ 7,218

 
           

Provision for loan losses

642

   

-

 
           

Recoveries

-

   

-

 
           

Charge-offs:

         

Consumer loans

(3

)

 

(5

)

           

    Total charge-offs

(3

)

 

(5

)

           

    Net charge-offs

(3

)

 

(5

)

        Balance at end of period

$ 8,253

   

$ 7,213

 
           

Allowance for loan losses as a percentage of gross loans held for
  investment

0.86%

0.91%

           

Net charge offs as a percentage of average loans outstanding
  during the period

-

-

           

Allowance for loan losses as a percentage of non-performing loans
  at the end of the period

768.44%

509.75%

Non-Interest Income. Total non-interest income increased $1.4 million, or 30 percent, to $6.1 million during the quarter ended September 30, 2004 from $4.7 million during the same period of fiscal 2004. The increase in non-interest income was primarily attributable to an increase in the gain on sale of loans and the gain on sale of investment securities. The Corporation sold 6,000 shares of Freddie Mac common stock for a gain of $384,000 in the first quarter of fiscal 2005. An $84,000 impairment reserve on the servicing asset was recorded during the first quarter of fiscal 2005, as compared to zero during the same period last year. The impairment reserve was recorded primarily in response to accelerated prepayments of the underlying loans serviced for others, which reduces the value of the servicing asset.

The gain on sale of loans increased $1.2 million, or 38 percent, to $4.4 million for the quarter ended September 30, 2004 from $3.2 million during the same quarter of fiscal 2004. This increase was primarily the result of a higher average loan sale margin, partly offset by a lower volume of loans originated for sale. The average loan sale margin for PBM during the first quarter of fiscal 2005 was 1.53 percent, up from 1.19 percent in the same period of fiscal 2004. The volume of loans originated for sale remained relatively strong, totaling $299.3 million in the first quarter of fiscal 2005 as compared to $343.0 million during the same period last year, a result of relatively low mortgage interest rates and continued strength in the Southern California real estate market. Total loan originations (including purchased loans) were $521.2 million in the first quarter of fiscal 2005, up from $519.2 million in the same quarter of fiscal 2004. Loan sale volume, which is defined as PBM loans o riginated for sale adjusted for the change in commitments to extend credit on loans to be held for sale, was $279.7 million in the first quarter of fiscal 2005 as compared to $274.4 million in the same quarter of fiscal 2004.

In the third quarter of fiscal 2004, the Corporation implemented the SEC guidance described in the SEC Staff Accounting Bulletin No. 105, "Application of Accounting Principles to Loan Commitments," which does not allow for the recognition of servicing released premiums in the valuation of commitments to extend credit on loans to be held for sale. The Corporation elected to prospectively apply this guidance to

18

<PAGE>

new loan commitments initiated after January 1, 2004. This action results in the delay in recognition of servicing released premiums until the underlying loans are funded and sold.

The average profit margin for PBM in the first quarter of fiscal 2005 and 2004 was 102 basis points and 79 basis points, respectively. The average profit margin is defined as income before taxes divided by total loans funded during the period (including brokered loans) adjusted for the change in commitments to extend credit. The increase in the profit margin was primarily attributable to the increase in the gain on sale of loans resulting from a higher average gain on sale margin.

Non-Interest Expense. Total non-interest expense increased $645,000 to $7.6 million in the quarter ended September 30, 2004 from $7.0 million during the same quarter of fiscal 2004. The increase in non-interest expense was primarily the result of an increase in variable compensation expense related to loan production volume in the community banking business and the mortgage banking business. Although non-interest expense increased for the first quarter of fiscal 2005, the efficiency ratio improved to 47 percent from 53 percent in the first quarter of fiscal 2004.

Income taxes. Income tax expense was $3.5 million for the quarter ended September 30, 2004 as compared to $2.6 million during the same period of fiscal 2004. The effective tax rate for the quarters ended September 30, 2004 and 2003 was approximately 45.4 percent and 41.7 percent, respectively. The Corporation believes that the effective income tax rate applied in the first quarter of fiscal 2005 reflects its current income tax obligations.

Asset Quality

Non-accrual loans, which primarily consisted of single-family loans, remained unchanged at $1.1 million at September 30, 2004 and June 30, 2004. No interest accruals were made for loans that were past due 90 days or more.

The non-accrual and 90 days or more past due loans as a percentage of net loans held for investment improved to 0.11 percent at September 30, 2004 from 0.13 percent at June 30, 2004. Non-performing assets as a percentage of total assets also improved to 0.07 percent at September 30, 2004 from 0.08 percent at June 30, 2004.

The Bank reviews loans individually to identify when impairment has occurred. A loan is identified as impaired when it is deemed probable that the borrower will be unable to meet the scheduled principal and interest payments under the terms of the loan agreement. Impairment is based on the present value of expected future cash flows discounted at the loan-s effective interest rate, except that as a practical expedient, the Bank may measure impairment based on a loan-s observable market price or the fair value of the collateral if the loan is collateral dependent.

19

<PAGE>

The following table is provided to disclose details on asset quality (dollars in thousands):

 

At September 30,

 

At June 30,

 

2004

 

2004

Loans accounted for on a non-accrual basis:

     

Mortgage loans:

     

Single-family

$ 1,031

 

$ 1,044

Commercial business loans

43

 

41

       

Total

1,074

  

1,085

        

Accruing loans which are contractually
past due 90 days or more

-

 

-

       

Total of non-accrual and 90 days past due loans

1,074

 

1,085

       

Real estate owned

-

 

-

       

Total non-performing assets

$ 1,074

 

$ 1,085

       

Non-accrual and 90 days or more past due loans
  as a percentage of loans held for
  investment, net

 0.11%

0.13%

       

Non-accrual and 90 days or more past due loans
  as a percentage of total assets

0.07%

0.08%

       

Non-performing assets as a percentage of
  total assets

0.07%

 

0.08%

20

<PAGE>

The following table is provided to disclose details related to the volume of loans originated, purchased and sold:

Loan Volume Activities
(In Thousands)

 

For the Quarter Ended

 
 

September 30,

 

2004

2003

Loans originated for sale:

         

   Retail originations (1)

$ 82,312

   

$ 167,425

 

   Wholesale originations

216,958

   

175,534

 

      Total loans originated for sale (2)

299,270

   

342,959

 
           

Loans sold:

         

   Servicing released

(258,843

)

 

(333,094

)

   Servicing retained

(19,796

)

 

(79,027

)

      Total loans sold (3)

(278,639

)

 

(412,121

)

           

Loans originated for portfolio:

         

   Mortgage loans:

         

      Single-family

145,330

126,045

      Multi-family (4)

10,895

   

5,320

 

      Commercial real estate (1) (4)

7,374

   

10,468

 

      Construction

28,507

   

23,241

 

   Commercial business loans

2,513

   

423

 

   Other loans

3,962

   

1,268

 

      Total loans originated for portfolio

198,581

   

166,765

 
           

Loans purchased for portfolio:

         

   Mortgage loans:

         

      Multi-family

9,133

   

-

 

      Commercial real estate

2,375

   

-

 

      Construction

10,553

   

9,525

 

   Other loans

1,250

   

-

 

      Total loans purchased

23,311

9,525

           

Mortgage loan principal repayments

(129,547

)

 

(119,016

)

Real estate acquired in settlement of loans

-

-

(Increase) decrease in receivable from sale of loans

(24,498

)

 

59,570

 

Decrease in other items, net (5)

(2,223

)

(2,454

)

Net increase in loans held for investment and held for sale

$ 86,255

$ 45,228



(1) Includes reclassification of $299,000 from commercial real estate loans to retail loans originated for sale for the quarter ended September 30, 2003.
(2) Primarily comprised of PBM loans originated for sale, totaling $291.0 million and $342.7 million for the quarters ended September 30, 2004 and 2003, respectively.
(3) Primarily comprised of PBM loans sold, totaling $269.4 million and $407.7 million for the quarters ended September 30, 2004 and 2003, respectively.
(4) Includes reclassification of $5.0 million from commercial real estate loans to multi-family loans for the quarter ended September 30, 2003.
(5) Includes net changes in undisbursed loan funds, deferred loan fees or costs, discounts or premiums on loans and allowance for loan losses.

21

<PAGE>

Liquidity and Capital Resources

The Corporation's primary sources of funding include deposits, proceeds from loan interest and scheduled principal payments, sales of loans, loan prepayments, interest income on investment securities, the maturity or principal payments on investment securities, and FHLB advances. While maturities and the scheduled amortization of loans and investment securities are predictable sources of funds, deposit flows, loan sales, and mortgage prepayments are greatly influenced by interest rates, economic conditions, and competition.

The Bank has a standard credit facility available from the FHLB of San Francisco equal to 40 percent of its total assets, collateralized by loans and securities. As of September 30, 2004, the Bank's available credit facility from the FHLB was $528.4 million. In addition to the FHLB credit facility, the Bank has an unsecured line of credit in the amount of $45.0 million with its correspondent bank. Additionally, available for sale investment securities, which totaled $212.3 million at September 30, 2004, could be sold to generate liquidity.

The Bank must maintain an adequate level of liquidity to ensure the availability of sufficient funds to support loan growth, to cover deposit withdrawals, to satisfy financial commitments and take advantage of investment opportunities. The Bank generally maintains sufficient cash to meet short-term liquidity needs. At September 30, 2004, cash and cash equivalents totaled $35.3 million, or 2.4 percent of total assets. Depending on market conditions and the pricing of deposit products and FHLB borrowings, the Bank may rely on FHLB borrowings or unsecured lines of credit for its liquidity needs.

Although the OTS eliminated the minimum liquidity requirement for savings institutions in April 2001, regulation still requires thrifts to maintain adequate liquidity to assure safe and sound operation. The Bank's average liquidity ratio for the quarter ended September 30, 2004 decreased to 19.3 percent from 19.9 percent during the same period in 2003. This decrease was primarily a result of redeployment of available cash flows into loans held for investment.

The Bank continues to experience a large volume of loan prepayments in its loan portfolio and it continues to be a challenge to reinvest these cash flows in assets that carry similar or better interest rate risk characteristics. The recent refinance market has been dominated by fixed rate loans and the Bank does not add long-term fixed rate loans to its portfolio, particularly when interest rates are at or near historical lows. Therefore, although the Bank has taken steps to address the issue of rising liquidity levels, a large percentage of its earning assets are invested at significantly lower rates than desirable. The Bank has mitigated the impact of this in several ways. The Bank has generated more loans for portfolio from its mortgage banking, business banking and commercial real estate divisions and purchased commercial real estate, multi-family and construction loans from other financial institutions. This has been accomplished with prudent interest-rate-ris k management practices.

The Bank is committed to changing the loan portfolio composition with more emphasis on preferred loans. These loans generally have higher yields than single-family loans. During the first quarter of fiscal 2005, the volume of loans generated for portfolio increased $45.6 million, or 26 percent, to $221.9 million as compared to $176.3 million in the comparable period last year. Of the total loans generated for portfolio in the first quarter of fiscal 2005, $71.4 million, or 32 percent were preferred loans.

The Bank is subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum requirements can initiate certain mandatory actions by regulators that, if undertaken, could have a direct material effect on the Bank's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet certain specific capital guidelines that involve quantitative measures of the Bank's assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank's capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk-weightings, and other factors.

22

<PAGE>

The Bank's actual and required capital amounts and ratios as of September 30, 2004 are as follows (dollars in thousands):

 

Amount

 

Percent

       

Tangible capital

$ 92,326

 

6.43%

Requirement

28,736

 

2.00   

       

Excess over requirement

$ 63,590

 

4.43%

       

Tier 1 (core) capital

$ 92,326

 

6.43%

Requirement to be "Well Capitalized"

71,840

 

5.00   

       

Excess over requirement

$ 20,486

 

1.43%

       

Total risk-based capital

$ 97,452

 

11.24%

Requirement to be "Well Capitalized"

86,698

 

10.00   

       

Excess over requirement

$ 10,754

 

1.24%

       

Tier 1 risk-based capital

$ 89,372

 

10.31%

Requirement to be "Well Capitalized"

52,019

 

6.00   

       

Excess over requirement

$ 37,353

 

4.31%

Commitments and Derivative Financial Instruments

The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, in the form of originating loans or providing funds under existing lines of credit, and forward loan sale agreements to third parties. These instruments involve, to varying degrees, elements of credit and interest-rate risk in excess of the amount recognized in the accompanying consolidated statements of financial condition. The Corporation's exposure to credit loss, in the event of non-performance by the counter party to these financial instruments, is represented by the contractual amount of these instruments. The Corporation uses the same credit policies in entering into financial instruments with off-balance sheet risk as it does for on-balance sheet instruments.

September 30,

June 30,

Commitments

2004

2004

(In Thousands)

Undisbursed loan funds - Construction loans

$   79,090

$   78,137

Undisbursed lines of credit - Single-family loans

8,624

7,342

Undisbursed lines of credit - Commercial business loans

8,266

9,625

Undisbursed lines of credit - Consumer loans

1,768

1,794

Commitments to extend credit on loans held for investment

38,435

23,170

Total

$ 136,183

$ 120,068

In accordance with SFAS No. 133 and interpretations of the FASB's Derivative Implementation Group, the fair value of the commitments to extend credit on loans to be held for sale, forward loan sale agreements and put option contracts are recorded at fair value on the balance sheet, and are included in other assets or other liabilities. The Corporation does not apply hedge accounting to its derivative financial instruments; therefore, all changes in fair value are recorded in earnings. The net impact of derivative financial instruments on the consolidated statements of operations during the quarters ended September 30, 2004 and 2003 was a gain of $41,000 and a loss of $428,000, respectively.

23

<PAGE>

September 30, 2004

June 30, 2004

September 30, 2003

Fair

Fair

Fair

Derivative Financial Instruments

Amount

Value

Amount

Value

Amount

Value

(In Thousands)

Commitments to extend credit

  on loans to be held for sale (1)

$ 47,117

$ (15

)

$ 63,750

$ 167

$ 44,404

$ 817

Forward loan sale agreements

21,000

32

37,500

(317

)

41,658

(503

)

Put option contracts

10,000

27

10,000

41

15,000

65

Total

$ 78,117

$ 44

$ 111,250

$ (109

)

$ 101,062

$ 379


(1) Net of estimated commitments of 25.1 percent at September 30, 2004, 26.6 percent at June 30, 2004 and 32.2 percent at September 30, 2003, which may not fund. The fair value of servicing released premiums at September 30, 2004, June 30, 2004 and September 30, 2003 were zero (not recognized), zero (not recognized) and $672,000, respectively.

In the third quarter of fiscal 2004, the Corporation adopted the SEC guidance regarding loan commitments that are recognized as derivatives pursuant to SFAS No. 133. As a result of implementing the SEC Staff Accounting Bulletin No. 105, "Application of Accounting Principles to Loan Commitments," the Corporation excluded the recognition of servicing released premiums in the valuation of commitments to extend credit on loans to be held for sale. The Corporation's previous practice had been to recognize, at the inception of the rate lock, the anticipated servicing released premiums on the underlying loans. The Corporation elected to prospectively apply this guidance to new loan commitments initiated after January 1, 2004. This action results in the delay in recognition of servicing released premiums until the underlying loans are funded and sold.

Stockholders' Equity

The ability of the Corporation to pay dividends depends primarily on the ability of the Bank to pay dividends to the Corporation. The Bank may not declare or pay a cash dividend if the effect thereof would cause its net worth to be reduced below either the amounts required for the liquidation account established by the Bank in connection with the Conversion or the regulatory capital requirements imposed by federal and state regulation. During the first quarter of fiscal 2005, the Bank paid $2.8 million of cash dividends to the Corporation for the primary purpose of funding stock repurchases and cash dividends declared to shareholders. The Corporation paid $708,000 of cash dividends to its shareholders in the first quarter of fiscal 2005.

The Corporation repurchased 110,000 shares under the existing authorized stock repurchase program during the first quarter of fiscal 2005 at an average price of $23.23 per share. As of September 30, 2004, 31 percent of the authorized shares of the June 2004 stock repurchase plan were purchased, leaving approximately 244,585 shares available for future repurchase.

Incentive Plans

Management Recognition Plan (MRP):
The Corporation established the MRP to provide key employees and eligible directors with a proprietary interest in the growth, development and financial success of the Corporation through the award of restricted stock. The Corporation acquired 461,250 shares of its common stock in the open market to fund the MRP in 1997. All of the MRP shares have been awarded. Awarded shares vest over a five-year period as long as the employee or director remains an employee or director of the Corporation. The Corporation recognizes compensation expense for the MRP based on the fair value of the shares at the award date. MRP compensation expense was $34 and $34 for the quarter ended September 30, 2004 and 2003, respectively. As of September 30, 2004, a total of 32,760 shares were allocated and outstanding, pending their respective distribution schedules.

24

<PAGE>

Stock Option Plan:
The Corporation established the 1996 Stock Option Plan ("1996 SOP") for certain of its directors and key employees under which options to acquire up to 1.15 million shares of common stock may be granted. On November 18, 2003, shareholders approved the 2003 Stock Option Plan ("2003 SOP") for certain of its directors and key employees under which options to acquire up to 352,500 shares of common stock may be granted. Under the Stock Option Plans, options may not be granted at a price less than the fair market value at the date of grant. Options vest over a five-year period as long as the employee or director remains an employee or director of the Corporation. The options are exercisable after vesting for up to the remaining term of the original grant. The maximum term of the options granted is 10 years. In the first quarter of fiscal 2005, a total of 45,500 options were granted, 4,500 options were forfeited and 12,000 options were exercised. As of September 30, 2004, the number of op tions available for future grants (under both plans) were 72,750 shares. As of September 30, 2004, a total of 1,053,850 options were outstanding with an average exercise price of $14.11 per option and an average remaining life of 6.12 years.

Supplemental Information

 

September 30,

 

June 30,

 

September 30,

 

2004

 

2004

 

2003

           

Loans serviced for others (in thousands)

$ 274,318

 

$ 269,385

 

$ 173,592

           

Book value per share

$ 16.03

 

$ 15.51

 

$ 14.31

ITEM 3 - Quantitative and Qualitative Disclosures about Market Risk

The principal financial objective of the Corporation's interest rate risk management function is to achieve long-term profitability while limiting its exposure to the fluctuation of interest rates. The Bank, through its Asset and Liability Committee seeks to reduce the exposure of its earnings to changes in market interest rates by managing the mismatch between asset and liability maturities. The principal element in achieving this objective is to manage the interest-rate sensitivity of the Bank's assets by holding loans with interest rates subject to periodic market adjustments. In addition, the Bank maintains a liquid investment portfolio comprised of government agency securities, including mortgage-backed securities, and investment grade securities. The Bank relies on retail deposits as its primary source of funding while utilizing FHLB advances as a secondary source of funding. As part of its interest rate risk management strategy, the Bank prom otes transaction accounts and certificates of deposit with terms up to five years.

Through the use of an internal interest rate risk model, the Bank is able to analyze its interest rate risk exposure by measuring the change in net portfolio value ("NPV") over a variety of interest rate scenarios. NPV is the net present value of expected cash flows from assets, liabilities and off-balance sheet contracts. The calculation is intended to illustrate the change in NPV that would occur in the event of an immediate change in interest rates of at least 100 basis points with no effect given to any steps that management might take to counter the effect of the interest rate movement.

The results of the internal interest rate risk model are reconciled with the results provided by the OTS on a quarterly basis. Any significant deviations are researched and adjusted where applicable. Historically, the internal model has generally reflected a more conservative position than the OTS model.

25

<PAGE>

The following table is provided by the OTS and represents the NPV based on the indicated changes in interest rates as of September 30, 2004 (dollars in thousands).

NPV as Percentage

Net

NPV

Portfolio

of Portfolio Value

Sensitivity

Basis Points ("bp")

Portfolio

Change

Value of

Assets

Measure

Change in Rates

Value

(1)

Assets

(2)

(3)

+300 bp

$ 125,536

(32,165

)

$ 1,438,801

8.73%

-170 bp

+200 bp

142,524

(15,178

)

1,468,195

9.71%

-72 bp

+100 bp

153,213

(4,488

)

1,492,628

10.26%

-16 bp

0 bp

157,702

-

1,512,138

10.43%

-100 bp

153,536

(4,166

)

1,524,223

10.07%

-36 bp


(1) Represents the (decrease) increase of the NPV at the indicated interest rate change in comparison to the NPV at September 30, 2004 ("base case").
(2) Calculated as the NPV divided by the portfolio value of total assets.
(3) Calculated as the change in the NPV ratio from the base case amount assuming the indicated change in interest rates (expressed in basis points).

The following table is provided by the OTS and represents the change in the NPV at a +200 basis point rate shock at September 30, 2004 and a +200 basis point rate shock at June 30, 2004.

Risk measure: +200/+200 basis point rate shock

At September 30, 2004

At June 30, 2004

(+200 bp rate shock)

(+200 bp rate shock)

Pre-shock NPV ratio: NPV as a % of PV Assets

10.43

%

11.47

%

Post-shock NPV ratio: NPV as a % of PV Assets

9.71

%

10.48

%

Sensitivity measure: Change in NPV Ratio

72

bp

99

bp

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

The Bank also models the sensitivity of net interest income for the 12-month period subsequent to any given month-end assuming a dynamic balance sheet (accounting for the Bank's current balance sheet, 12-month business plan, embedded options, rate floors, periodic caps, lifetime caps, and loan, investment, deposit and borrowing cash flows, among others), and immediate, permanent and parallel movements in interest rates of plus 100, plus 200 and minus 100 basis points. The following table describes the results of the analysis for September 30, 2004 and June 30, 2004.

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September 30, 2004

 

June 30, 2004

Basis Point (bp)

 

Change in

Basis Point (bp)

 

Change in

Change in Rates

 

Net Interest Income

Change in Rates

 

Net Interest Income

+200 bp

 

-10.15%

+200 bp

 

-13.28%

+100 bp

 

-5.42%

+100 bp

 

-7.45%

-100 bp

 

+1.74%

-100 bp

 

+2.00%

In both of the periods described above, the Bank is liability sensitive. Therefore, in a rising interest rate environment, the results project a decline in net interest income over the subsequent 12-month period, and in a falling interest rate environment, the results project an increase in net interest income over the subsequent 12-month period.

Management believes that the assumptions used to complete the analysis described in the table above are reasonable. However, past experience has shown that immediate, permanent and parallel movements in interest rates will not necessarily occur. Additionally, while the analysis provides a tool to evaluate the projected net interest income to changes in interest rates, actual results may be substantially different if actual experience differs from the assumptions used to complete the analysis.

ITEM 4 - Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures.An evaluation of the Corporation's disclosure controls and procedure (as defined in Section 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934 (the "Act")) was carried out under the supervision and with the participation of the Corporation's Chief Executive Officer, Chief Financial Officer and the Corporation's Disclosure Committee as of the end of the period covered by this quarterly report. The Corporation's Chief Executive Officer and Chief Financial Officer concluded that the Corporation's disclosure controls and procedures as currently in effect are effective in ensuring that the information required to be disclosed by the Corporation in the reports it files or submits under the Act is (i) accumulated and communicated to the Corporation's management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.
   
(b) Changes in Internal Controls. In the quarter ended September 30, 2004, the Corporation did not make any significant changes in, nor were any corrective actions required, regarding its internal controls or other factors that could significantly affect these controls.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, the Corporation or its subsidiaries are engaged in legal proceedings in the ordinary course of business, none of which are currently considered to have a material impact on the Corporation's financial position or results of operations.

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

The table below represents the issuer purchases of equity securities for the first quarter of fiscal 2005.

Period

(a) Total Number of Shares Purchased

(b) Average Price Paid per Share

(c) Total Number of Shares Purchased as Part of Publicly Announced Plan

(d) Maximum Number of Shares that May Yet Be Purchased Under the Plan*

July 2004

-

-

-

354,585

August 13 - 27, 2004

110,000

$ 23.23

110,000

244,585

September 2004

-

-

110,000

244,585

Total

110,000

$ 23.23

110,000

244,585

(*)   On June 28, 2004 the Corporation announced a plan to repurchase up to 5 percent of its common stock, or approximately 354,585 shares, over a one-year period depending on market conditions and the capital requirements of the Corporation.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

Exhibits:
        31.1    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
        31.2    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
        32.1    Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
        32.2    Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

                                                                                Provident Financial Holdings, Inc.

 

November 9, 2004                                                 /s/ Craig G. Blunden                                                     

                                                                                Craig G. Blunden
                                                                                Chairman, President and Chief Executive Officer
                                                                                (Principal Executive Officer)

 

November 9, 2004                                                 /s/ Donavon P. Ternes                                                  

                                                                                Donavon P. Ternes
                                                                                Chief Financial Officer
                                                                                (Principal Financial and Accounting Officer)

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Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Craig G. Blunden, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Provident Financial Holdings, Inc.;
 
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 periods presented in this report;
 
4. The registrant-s other certifying officer(s) 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)) 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) 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
 
(c) 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; and
 
5. The registrant-s other certifying officer(s) 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 the 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 control over financial reporting.

Date: November 9, 2004                                                      /s/ Craig G. Blunden                                                   
                                                                                                Craig G. Blunden
                                                                                                Chairman, President and Chief Executive Officer

<PAGE>

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Donavon P. Ternes, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Provident Financial Holdings, Inc.;
 
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 periods presented in this report;
 
4. The registrant-s other certifying officer(s) 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)) 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) 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
 
(c) 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; and
 
5. The registrant-s other certifying officer(s) 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 the 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 control over financial reporting.

Date: November 9, 2004                                                 /s/ Donavon P. Ternes                                 
                                                                                           Donavon P. Ternes
                                                                                           Chief Financial Officer

<PAGE>

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Quarterly Report on Form 10-Q of Provident Financial Holdings, Inc. (the "Corporation") for the period ended September 30, 2004 (the "Report"), I, Craig G. Blunden, Chairman, President and Chief Executive Officer of the Corporation, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

  1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
  2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

Date: November 9, 2004                                                        /s/ Craig G. Blunden                                                   
                                                                                                  Craig G. Blunden
                                                                                                  Chairman, President and Chief Executive Officer

<PAGE>

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Quarterly Report on Form 10-Q of Provident Financial Holdings, Inc. (the "Corporation") for the period ended September 30, 2004 (the "Report"), I, Donavon P. Ternes, Chief Financial Officer of the Corporation, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

  1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
  2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

Date: November 9, 2004                                                             /s/ Donavon P. Ternes                                     
                                                                                                       Donavon P. Ternes
                                                                                                       Chief Financial Officer

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