FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PERSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended.....................December 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________________ to _________________
Commission File Number 0-28304
PROVIDENT FINANCIAL HOLDINGS, INC.
__________________________________
(Exact name of registrant as specified in its charter)
Delaware 33-0704889
________________ _________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3756 Central Avenue, Riverside, California 92506
________________________________________________
(Address of principal executive offices and Zip code)
(909) 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.
(1)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 February 12, 1999
________________ _______________________
Common stock, $ 0.01 par value 4,618,485 shares *
* Includes 331,387 shares held by employee stock ownership plan that have not
been released, committed to be released, or allocated to participant accounts;
and 147,928 shares held by management recognition plan which have been
committed to be released and allocated to participant accounts.
PROVIDENT FINANCIAL HOLDINGS, INC.
Table of Contents
PART 1 - FINANCIAL INFORMATION
ITEM 1 - Financial Statements. The Consolidated Financial Statements of
Provident Financial Holdings, Inc. filed as a part of the report are as
follows :
Consolidated Statements of Financial Condition
as of December 31, 1998 and June 30, 1998....................1
Consolidated Statements of Operations
for the quarter and six months
ended December 31, 1998 and 1997.............................2
Consolidated Statements of Changes in
Stockholders' Equity for the six months
ended December 31, 1998 and 1997.............................3
Consolidated Statements of Cash Flows
for the quarter and six months ended
December 31, 1998 and 1997...................................4
Selected Notes to Consolidated
Financial Statements.........................................5-6
ITEM 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
General......................................................6
Comparison of Financial Condition
at December 31, 1998 and June 30, 1998.......................7
Comparison of Operating Results for the
quarter and six months ended
December 31,1998 and 1997....................................7-15
Loan Volume Activities.......................................15-16
Liquidity and Capital Resources .............................17
Year 2000 Readiness..........................................18
Supplemental Information.....................................19
PART II - OTHER INFORMATION
Item 1. Legal Proceedings...................................19
Item 2. Changes in Securities...............................19
Item 3. Defaults upon Senior Securities.....................19
Item 4. Submission of Matters to
Vote of Stockholders................................19-20
Item 5. Other Information...................................20
Item 6. Exhibits and Reports on Form 8-K....................20
SIGNATURES............................................................20
EXHIBIT 27 - FINANCIAL DATA SCHEDULE..................................21-22
PROVIDENT FINANCIAL HOLDINGS, INC.
Consolidated Statements of Financial Condition
(Unaudited)
Dollars in Thousands
December 31, June 30,
1998 1998
_____________ ____________
ASSETS
Cash $ 19,905 $ 20,933
Overnight deposits - 2,500
Investment securities -
held to maturity (market
value $87,045 and $73,948,
respectively) 86,964 74,028
Investment securities -
available for sale at
fair market value 2,901 1,526
Loans held for investment, net 639,658 620,128
Loans available for sale, net 91,405 67,248
Accrued interest receivable 4,681 4,940
Real estate available for sale, net 4,589 6,922
Federal Home Loan Bank stock 7,330 6,606
Premises and equipment, net 8,495 7,429
Prepaid expenses and other assets 4,313 3,945
_____________ ____________
TOTAL ASSETS $ 870,241 $ 816,205
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Non-interest bearing deposits $ 12,137 $ 10,768
Interest bearing deposits 610,139 572,257
_____________ ____________
Total deposits 622,276 583,025
Borrowings 144,110 132,114
Accounts payable and other
liabilities 18,279 14,416
_____________ ____________
TOTAL LIABILITIES 784,665 729,555
Preferred stock, $.01 par value;
(2,000,000 shares authorized;
none issued and outstanding)
Common stock, $.01 par value;
(15,000,000 shares authorized;
5,125,215 shares issued; 4,618,485
and 4,854,125 outstanding at
December 31, 1998 and June 30,
1998, respectively) 51 51
Additional paid-in capital 50,973 50,875
Retained earnings 50,279 47,090
Treasury stock at cost (506,730
and 251,000 shares, respectively) (10,061) (5,305)
Unearned stock compensation (6,519) (6,654)
Accumulated other
comprehensive income 853 593
_____________ ____________
TOTAL STOCKHOLDERS' EQUITY 85,576 86,650
_____________ ____________
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 870,241 $ 816,205
_____________ ____________
1
PROVIDENT FINANCIAL HOLDINGS, INC.
Consolidated Statements of Operations
(Unaudited)
Dollars in Thousands, Except Earnings Per Share
Quarter ended Six Months ended
December 31, December 31,
1998 1997 1998 1997
____________________ _____________________
Interest income
Loans receivable, net $ 13,330 $ 11,365 $ 26,209 $ 22,119
Investment securities 1,269 816 2,568 1,354
Interest - bearing deposits 164 29 214 157
________ ________ ________ ________
Total interest income 14,763 12,210 28,991 23,630
Interest expense
Savings accounts 631 361 1,194 673
Demand and NOW accounts 936 879 1,916 1,792
Certificates of deposit 5,366 5,216 10,767 10,260
FHLB advances 1,768 713 3,557 911
________ ________ ________ ________
Total interest expense 8,701 7,169 17,434 13,636
________ ________ ________ ________
Net interest income 6,062 5,041 11,557 9,994
Provision for loan losses 150 450 375 750
________ ________ ________ ________
Net interest income
after provision for
loan losses 5,912 4,591 11,182 9,244
Non-interest income
Loan servicing and
other fees 724 807 1,471 1,607
Gain on sale of loans 2,066 1,058 3,614 2,118
Other 478 373 967 819
________ ________ ________ ________
Total non-interest income 3,268 2,238 6,052 4,544
Non-interest expenses
Salaries and
employee benefits 3,833 3,069 7,249 5,926
Premises and occupancy 522 525 1,043 1,058
Telephone 155 90 300 204
Other 1,884 1,135 3,112 2,066
________ ________ ________ ________
Total non-interest expense 6,394 4,819 11,704 9,254
Income before taxes 2,786 2,010 5,530 4,534
Provision for income taxes 1,180 857 2,341 1,914
________ ________ _________ ________
Net income $ 1,606 $ 1,153 $ 3,189 $ 2,620
======== ========= ========= ========
Basic earnings per share $ 0.39 $ 0.26 $ 0.77 $ 0.59
Diluted earnings per share $ 0.39 $ 0.26 $ 0.76 $ 0.58
2
PROVIDENT FINANCIAL HOLDINGS, INC.
Consolidated Statements of Stockholders' Equity
(Unaudited)
Dollars in Thousands, Except Shares
For the Six Months Ended December 31, 1998 and 1997
Common Accumulated
Stock Additional Unearned Other
____________ Paid-in Retained Treasury Stock Comprehensive
Shares Amount Capital Earnings Stock Compensation Income Total
_________________________________________________________________________________________________________
Balance at
June 30, 1997 4,920,215 $ 51 $ 49,842 $ 42,070 $ (3,291) $ (3,720) $ 495 $ 85,447
Comprehensive
income:
Net income 2,620 2,620
Unrealized gain
on securities
avail. for
sale, net of
tax of $24. 35 35
_________________________________________________________________________________________________________
Total
comprehensive
income 2,620 35 2,655
Purchase of
treasury stock (227,500) (4,597) (4,597)
Release of shares
under stock-
based compensation
plans 134 136 270
_________________________________________________________________________________________________________
Balance at
December 31,
1997 4,692,715 $ 51 $ 49,976 $ 44,690 $ (7,888) $ (3,584) $ 530 $ 83,775
=========================================================================================================
Common Accumulated
Stock Additional Unearned Other
_______________ Paid-in Retained Treasury Stock Comprehensive
Shares Amount Capital Earnings Stock Compensation Income Total
_________________________________________________________________________________________________________
Balance at
June 30, 1998 4,854,125 $ 51 $ 50,875 $ 47,090 $ (5,305) $ (6,654) $ 593 $ 86,650
Comprehensive
income:
Net income 3,189 3,189
Unrealized gain
on securities
Avail. for sale,
net of tax
of $181. 260 260
_________________________________________________________________________________________________________
Total comprehensive
income 3,189 260 3,449
Purchase of
treasury stock (235,640) (4,756) (4,756)
Release of shares
under stock-
based compensation
plans 98 135 233
_________________________________________________________________________________________________________
Balance at
December 31,
1998 4,618,485 $ 51 $ 50,973 $ 50,279 $ (10,061) $ (6,519 $ 853 $ 85,576
=========================================================================================================
3
PROVIDENT FINANCIAL HOLDINGS, INC.
Consolidated Statements of Cash Flow
(Unaudited)
Dollars in Thousands
Quarter ended Six Month ended
December 31, December 31,
1998 1997 1998 1997
___________________ __________________
Cash flows from
operating activities
Net Income $ 1,606 $ 1,153 $ 3,189 $ 2,620
Adjustments to reconcile
net income to net
cash provided by
operating activities:
Depreciation and amortization 227 257 527 510
Amortization of loan fees (156) (189) (474) (282)
Provision for losses 150 450 375 750
Provision for losses on
real estate 0 0 0 18
Gain on sale of loans (2,065) (1,058) (3,614) (2,118)
Increase (decrease) in
accts payable & other liab. 7,375 77 3,863 (1,027)
Decrease (increase)
in prepaid exp. & other assets 13,743 (3,052) 15,835 (2,847)
Loans originated for sale (206,693) (103,711) (366,303) (210,503)
Proceeds from sale of loans 183,867 99,698 329,817 200,219
Stock compensation 109 140 233 270
__________ __________ _________ __________
Net cash used for
operating activities (1,837) (6,235) (16,552) (12,390)
Cash flows from financing
activities:
Net increase in deposits 20,906 10,832 39,251 25,110
Repayment - Federal Home
Loan Bank Adv. (174,602) 0 (620,204) 0
Proceeds - Federal Home
Loan Bank Adv. 174,100 73,785 632,200 85,785
Treasury stock purchases (107) (2,960) (4,756) (4,597)
__________ __________ _________ __________
Net cash provided by
financing activities 20,297 81,657 46,491 106,298
Cash flows from investing
activities:
Net (increase) in
loans receivable (8,206) (47,915) (20,354) (76,068)
Maturity of invest.
securities held-to-maturity 35,253 8,836 50,287 30,526
Purchases of invest.
securities held-to-maturity (46,929) (34,867) (64,525) (57,465)
Purchase of Federal Home
Loan Bank Stock (99) 0 (724) 0
Proceeds from disposal of
real estate 744 469 3,233 2,711
Purchases of premises and
equipment, net (553) (364) (1,644) (793)
Other 215 35 260 35
___________ __________ _________ _________
Net cash used for
investing activities (19,575) (73,806) (33,467) (101,054)
__________ __________ _________ __________
Net decrease in cash
and cash equivalents (1,115) 1,616 (3,528) (7,146)
Cash and cash equivalents
at beginning of period 21,020 11,349 23,433 20,111
__________ __________ _________ __________
Cash and cash equivalents at
end of period $ 19,905 $ 12,965 $ 19,905 $ 12,965
========== ========== ========= ==========
Supplemental Information:
Cash paid for interest $ 8,929 $ 7,118 $ 18,167 $ 13,980
Cash paid for income taxes 1,691 1,555 2,785 2,478
Real estate acquired in
settlement of loans 689 1,067 901 3,592
4
PROVIDENT FINANCIAL HOLDINGS, INC.
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998
Note 1 : Basis of Presentation
The unaudited consolidated financial statements included herein reflect all
adjustments which are, in the opinion of management, necessary to present a
fair statement of the results for the interim period presented. All such
adjustments are of a normal recurring nature. The balance sheet data at June
30, 1998 is derived from audited financial statements of Provident Financial
Holdings, Inc. (The Company). Certain information and note disclosures
normally included in financial statements prepared in accordance with
generally accepted principles have been omitted pursuant to the rules and
regulations of the Securities and Exchange Commission. It is suggested that
these consolidated financial statements be read in conjunction with the
consolidated financial statements and notes thereto included in the Annual
Report on Form 10-K for the year ended June 30, 1998 (File No. 0-28304) of the
Company. Certain amounts in the prior period's financial statements may have
been reclassified to conform to the current period's presentation.
Note 2: Earnings Per Share
The following table sets forth the computation of basic and diluted earnings
per share:
For the Quarter ended For the Six Months ended
December 31, December 31,
1998 1997 1998 1997
________________________ ________________________
Numerator:
Net income -
numerator for basic
earnings
per share and
diluted earnings
per share-
income available
to common
stockholders $1,606,187 $1,152,960 $3,189,177 $2,619,957
========== =========== ========== ==========
Denominator:
Denominator for basic
earnings per share:
Weighted-average
shares 4,124,816 4,392,294 4,160,229 4,457,407
Effect of dilutive
securities:
Employee stock
benefit plans 25,454 94,294 56,170 81,740
__________ ___________ _________ __________
Denominator for
diluted earnings
per share :
Adjusted weighted-
average shares and
assumed conversions 4,150,270 4,486,588 4,216,399 4,539,147
========== =========== ========== ===========
Basic earnings
per share $ 0.39 $ 0.26 $ 0.77 $ 0.59
Diluted earnings
per share $ 0.39 $ 0.26 $ 0.76 $ 0.58
Note 3 : SFAS No. 131, "Segments of an Enterprise and Related Information"
This statement requires public companies to report certain information about
operating segments as well as certain information about products, services and
major customers in their financial statements. The Company will adopt this
statement in the year ended June 30, 1999. Management does not believe that
the adoption of this statement will have material impact on the financial
position or results of operations of the Company.
5
Note 3: SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities"
This statement establishes accounting and reporting standards for derivative
instruments and hedging activities. It requires that an entity recognizes all
derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. This statement becomes
effective for fiscal years beginning after June 15, 1999. The adoption of this
statement is not expected to have material impact on the financial statements
of the Company.
Note 4 : SFAS No. 134, "Accounting for Mortgage-Backed Securities after the
Securitization of Mortgage Loans Held for Sale by a Mortgage Banking
Enterprise"
This statement is an amendment of FASB Statement No. 65, "Accounting for
Certain Mortgage Banking Activities", and shall be effective for the first
fiscal quarter beginning after December 15, 1998. This statement requires
that, after the securitization of mortgage loans held for sale, any retained
mortgage-backed securities shall be classified in accordance with the
provisions of Statement No. 115. However, a mortgage banking enterprise must
classify as trading any retained mortgage-backed securities that it commits to
sell before or during the securitization process. The adoption of this
statement is not expected to have material impact on the financial statements
of the Company.
ITEM 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
Provident Financial Holdings, Inc. (the Company) is a Delaware corporation
which was organized in January 1996 for the purpose of becoming the holding
company for Provident Savings Bank, F.S.B. (the Savings Bank) upon the
latter's conversion from a federal mutual to a federal stock savings bank
("the Conversion"). The Conversion was completed on June 27, 1996. The Company
operates primarily in the business of attracting customer deposits to
originate loans secured primarily by mortgages on residential real estate.
Business operations also include ancillary activities related to real estate
lending such as mortgage banking and real estate development. The Savings Bank
is a federally chartered savings bank founded in 1956 whose deposits are
insured by the FDIC under the Savings Association Insurance Fund (SAIF). The
Savings Bank conducts business from its main office in Riverside, California
and its nine branch offices. Through the operations of its Mortgage Banking
Division (Profed), the Savings Bank has expanded its retail lending market to
include a larger portion of Southern California and Southern Nevada. Profed
operates three offices within the Savings Bank's retail branch facilities and
seven free-standing loan production offices, one of which includes a wholesale
loan department.
Management's discussion and analysis of financial condition and results of
operations is intended to assist in understanding the financial condition and
results of operations of the Company. The information contained in this
section should be read in conjunction with the Consolidated Financial
Statements and accompanying Selected Notes to Consolidated Financial
Statements.
The operating results of the Company depend primarily on its net interest
income, its non-interest income (principally from mortgage banking activities)
and its non-interest expense. Net interest income is the difference between
the income the Company receives on its loan and investment portfolios and its
cost of funds, which consists of interest paid on deposits and borrowings.
Non-interest income is comprised of income from mortgage banking activities,
gains on the occasional sale of assets and miscellaneous fees and income. The
contribution of mortgage banking activities to the Company's results of
operations is highly dependent on the demand for loans by borrowers and
investors, and therefore the amount of gain on sale of loans may vary
significantly from period to period as a result of changes in the market
interest rates and the local and national economy. The Company's profitability
is also affected by the level of non-interest expense. Non-interest expenses
include compensation and benefits, occupancy and equipment
6
expenses, deposit insurance premiums, data servicing expenses and other
operating costs. Non-interest expenses related to mortgage banking activities
include compensation and benefits, occupancy and equipment expenses, telephone
and other operating costs, all of which are related to the volume of loans
originated. The Company's results of operations may be adversely affected
during periods of reduced loan demand to the extent that non-interest expenses
associated with mortgage banking activities are not reduced commensurate with
the decrease in loan origination.
Comparison of Financial Condition at December 31, 1998 and June 30, 1998
Total assets increased by $54.0 million, or 6.6%, to $870.2 million at
December 31, 1998 from $816.2 million at June 30, 1998. This increase was
mainly the result of a $43.7 million, or 6.4%, increase in loans, including
those held for sale, to $731.1 million at December 1998 from $687.4 million at
June 30, 1998 and an $14.3 million, or 18.9%, increase in investment
securities to $89.9 million at December 31, 1998 from $75.6 million at June
30, 1998. This growth was funded primarily by an increase in deposits, which
rose $39.3 million, or 6.7%, to $622.3 million at December 31, 1998 from
$583.0 million at June 30, 1998 as a continued result of certificate of
deposits and checking account promotions held in the first quarter. Federal
Home Loan Bank (FHLB) advances provided the remaining funding sources.
The total equity decreased by $1.1 million which was mainly due to the
combined effects of $3.19 million in net income for the first six months and
the repurchase of 5% of the Company's stock in early August 1998 at a cost of
$4.7 million.
Comparison of Operating Results for the Quarter and Six Months ended December
31, 1998 and 1997
The Company's net income for the quarter ended December 31, 1998 and 1997 was
$1.61 million and $1.15 million, respectively; while for the six months ended
December 31, 1998 and 1997, the Company recorded net earnings of $3.19 million
and $2.62 million, respectively. An increase of $1.10 million on net interest
income plus an increase of $1.0 million in gain on sale of loans was recorded
in the second quarter 1999, while an increase of $1.6 million in overhead
expenses was incurred. Increase overhead was attributable mainly to higher
mortgage production expenses, non-recurring costs associated with data
processing conversion scheduled for the third quarter of fiscal 1999
andexpenses related to the Company's Year 2000 remediation efforts.
The Company's net interest margin decreased to 2.95% for the quarter ended
December 31, 1998 as compared to 3.09% for the quarter ended December 31,
1997. For the six months ended December 31, 1998 the net interest margin also
decrease to 2.87% as compared to 3.18% for the six months ended December 31,
1997. The decrease of interest margin was due to lower loan yields and general
interest rate compression. Interest rate compression occurs when the spread
between the rates paid on deposits and borrowings and the rates received on
loans and investments begins to narrow.
The Company's return on assets for the quarter ended December 31, 1998 and
1997 was 0.75% and 0.68%, respectively; while for the six months ended
December 31, 1998 and 1997, the return on assets was 0.76% and 0.80%,
respectively. Return on equity for the quarter ended December 31, 1998 and
1997 was 7.61% and 5.47%, respectively; while for the six months ended
December 31, 1998 and 1997, the return on equity was 7.51% and 6.19%,
respectively.
Diluted earnings per share for the quarter ended December 31, 1998 was $0.39,
an increase of 50.0% from $0.26 recorded in the quarter ended December 31,
1997. For the six months ended December 31, 1998 the Company managed to record
diluted earnings per share of $0.76, an increase of 31.0% from $0.58 recorded
in the first six-month period ended December 31, 1997.
7
Interest Income. Interest income increased by $2.6 million, or 20.9%, to $14.8
million for the quarter ended December 31, 1998 from $12.2 million during the
same quarter last year. This was the result of an increased average
interest-earning-asset base which rose from $652.1 million to $820.9 million.
Loan interest income increased by $2.0 million, or 17.3%, to $13.3 million in
the quarter ended December 1998 as compared to $11.3 million for the same
period last year. This increase was attributable to higher level of average
loans, including those held for sale, from $598.7 million in the second
quarter 1998 to $723.8 million in the same quarter 1999.
The interest income from investment securities, including FHLB stocks,
increased by $0.5 million, or 55.5% to $1.3 million for the quarter ended
December 31, 1998 from $0.8 million for the same quarter last year. This was a
result of an increase in the amount of average investment securities from
$51.5 million during the second quarter 1998 to $83.3 million in the same
quarter of fiscal 1999.
For the six months ended December 31, 1998, interest income rose by $5.4
million, or 22.7%, to $29.0 million from $23.6 million for the six months
ended December 31, 1997. Average loans receivable, including those held for
sale, increased to $713.9 million for the six months ended December 31, 1998
as compared to $579.6 million for the six months ended December 31, 1998,
while the yield declined to 7.34% from 7.63%, respectively. The average
balance of investment securities, including FHLB stock, increased to $83.4
million for the six months ended December 31, 1998 as compared to $43.9
million for the six months ended December 31, 1997, while the yield slightly
declined to 6.16% from 6.17%. The yield on overnight deposits was also
declined to 4.79% during the first six-month period in fiscal 1999 from 5.46%
during the same period in fiscal 1998.
Interest Expense. Interest expense for the quarter ended December 31, 1998
was $8.7 million as compared to $7.2 million for the same period last year, an
increase of $1.5 million or 21.4%. This increase was attributable to
increases in average FHLB advances and deposits. Average deposits increased by
$83.8 million, or 15.8%, during the quarter as compared to the same period in
the prior year; and the average rate paid on deposits decreased to 4.48%
during the quarter ended December 31, 1998 from 4.83% during the same quarter
last year. FHLB advances averaged $131.4 million during the quarter ended
December 31, 1998 compared to $48.5 million for the same quarter last year. In
accordance with decreasing interest rates in the market, the average rate paid
on FHLB advances decreased to 5.33% for the quarter ended December 31, 1998
from 5.78% in the same quarter last year.
For the six months ended December 31, 1998, interest expenses rose by $3.8
million, or 27.9%, to $17.4 million from $13.6 million for the six months
ended December 31, 1997. Average deposits increased by $81.5 million, or
15.16%, to $603.7 million during the first half of fiscal 1999 from $522.2
million during the same period of fiscal 1998, while the average cost of the
deposits decrease to 4.56% from 4.83% in the same period of fiscal 1998.
Average FHLB advances during the first six-month period in fiscal 1999 also
increased by $97.1 million, or 312.1%, to $128.3 million from $31.1 million
during the same period in fiscal 1998. The cost of FHLB advances decreased
to5.49% from 5.76%, respectively.
The following tables depict the average balance sheets for the quarter and six
months ended December 31, 1998 and 1997:
8
Average balance sheets
(dollars in thousands)
Quarter Ended Quarter Ended
December 31, 1998 December 31, 1997
_________________________________ _______________________________
Average Yield/ Average Yield/
Balance Interest Cost Balance Interest Cost
__________ ________ _____ _________ ________ _____
Interest -earning assets:
Loans receivable, net (1) $ 723,814 $ 13,330 7.37% $ 598,667 $ 11,365 7.59%
Investment securities 83,340 1,269 6.09% 51,521 816 6.34%
Interest -earning deposits 13,708 164 4.79% 1,875 29 6.15%
_________ ________ _____ ________ ________ _____
Total interest-earning assets 820,862 14,763 7.19% 652,063 12,210 7.49%
Non-interest earning assets 35,791 28,312
_________ ________
Total assets $ 856,653 $ 680,375
========= =========
Interest-bearing liabilities:
Savings accounts $ 72,403 631 3.46% $ 45,341 361 3.16%
Demand and NOW accounts 138,727 936 2.68% 111,908 879 3.11%
Certificate accounts 402,978 5,366 5.28% 373,053 5,216 5.54%
_________ ________ _____ ________ ________ _____
Total deposits 614,108 6,933 4.48% 530,302 6,456 4.83%
FHLB advances 131,351 1,766 5.33% 48,498 707 5.78%
Other borrowings 172 2 4.61% 217 6 10.71%
_________ ________ _____ ________ ________ _____
Total Interest-bearing
liabilities 745,631 8,701 4.63% 579,017 7,169 4.91%
Non-interest-bearing
liabilities 25,576 17,020
_________ ________
Total liabilities 772,207 596,037
Retained earnings 84,446 84,338
_________ ________
Total liabilities and
retained earnings $ 856,653 $ 680,375
========= ________ ======== ________
Net interest income $ 6,062 $5,041
======== ========
Interest rate spread (2) 2.56% 2.58%
Net interest margin (3) 2.95% 3.09%
Ratio of average interest
- -earning
assets to average interest
- -bearing liabilities 110.09% 112.62%
Return on Assets 0.75% 0.68%
Return on Equity 7.61% 5.47%
(1) Includes loans available for sale
(2) Represents the difference between weighted average yield on all interest-earning assets and weighted
average rate on all interest-bearing liabilities
(3) Represents net interest income before provision for loan losses as a percentage of average
interest-earning assets.
9
Average balance sheets
(dollars in thousands)
Six Months Ended Six Months Ended
December 31, 1998 December 31, 1997
_________________________________ _______________________________
Average Yield/ Average Yield/
Balance Interest Cost Balance Interest Cost
__________ ________ _____ _________ ________ _____
Interest -earning assets:
Loans receivable, net (1) $ 713,861 $ 26,208 7.34% $ 579,648 $ 22,119 7.63%
Investment securities 83,429 2,568 6.16% 43,907 1,354 6.17%
Interest -earning deposits 8,936 214 4.79% 5,751 157 5.46%
__________ ________ _____ ________ ________ _____
Total interest-earning assets 806,226 28,990 7.19% 629,306 23,630 7.51%
Non-interest earning assets 34,997 25,922
__________ ________
Total assets $ 841,223 $ 655,228
========== =========
Interest-bearing liabilities:
Savings accounts $ 69,204 1,194 3.42% $ 45,460 672 2.93%
Demand and NOW accounts 135,150 1,916 2.81% 113,515 1,793 3.13%
Certificate accounts 399,389 10,767 5.35% 363,249 10,260 5.60%
__________ ________ _____ ________ ________ _____
Total deposits 603,743 13,877 4.56% 522,224 12,725 4.83%
FHLB advances 128,273 3,552 5.49% 31,128 905 5.76%
Other borrowings 190 5 5.22% 222 6 5.24%
__________ ________ _____ ________ ________ _____
Total Interest-bearing
liabilities 732,206 17,434 4.72% 553,574 13,636 4.88%
Non-interest-bearing
liabilities 24,115 16,952
__________ ________
Total liabilities 756,321 570,526
Retained earnings 84,902 84,702
__________ ________
Total liabilities and
retained earnings $ 841,223 $ 655,228
========== ________ ========= ________
Net interest income $ 11,556 $ 9,994
============ ========
Interest rate spread (2) 2.47% 2.63%
Net interest margin (3) 2.87% 3.18%
Ratio of average
interest-earning
assets to average
interest-bearing
liabilities 110.11% 113.68%
Return on Assets 0.76% 0.80%
Return on Equity 7.51% 6.19%
(1) Includes loans available for sale
(2) Represents the difference between weighted average yield on all interest-earning assets and weighted
average rate on all interest-bearing liabilities
(3) Represents net interest income before provision for loan losses as a percentage of average
interest-earning assets.
10
The following tables provide the rate/volume variances for the quarter and six
months ended December 31, 1998 and 1997:
Rate/Volume Variance
(dollars in thousands)
Quarter ended December 31,1998
Compared to Quarter ended December 31, 1997
Increase (Decrease) Due to
______________________________________________________________________________
Rate/
Rate Volume Volume Net
_______ _______ ________ _______
Interest income
Loans receivable (1) $ (340) $ 2,377 $ (71) $ 1,966
Investment securities (33) 504 (19) 452
Interest-bearing
deposits (7) 183 (41) 135
_______ _______ ________ _______
Total net change in
income on interest
-earning assets (380) 3,064 (131) 2,553
Interest-bearing
liabilities :
Savings accounts 34 215 20 269
Demand and NOW accounts (124) 211 (30) 57
Certificate accounts (248) 418 (20) 150
FHLB advances (55) 1,207 (94) 1,058
Other borrowings 0 (1) 0 (1)
_______ _______ ________ _______
Total net change in
expense on interest
-bearing liabilities (393) 2,050 (124) 1,533
_______ _______ ________ _______
Net change in net interest
income $ 13 $ 1,014 $ (7) $ 1,020
======= ======= ======== =======
(1) Includes loans available for sale. For purposes of calculating volume,
rate and rate/volume variances, non-accrual loans were included in the
weighted average balance outstanding.
11
Rate/Volume Variance
(dollars in thousands)
Six Months ended December 31,1998
Compared to Six Months ended December 31, 1997
Increase (Decrease) Due to
_____________________________________________________________________________
Rate/
Rate Volume Volume Net
_______ _______ ________ _______
Interest income
Loans receivable (1) $ (838) $ 5,121 $ (194) $ 4,089
Investment securities (8) 1,218 5 1,215
Interest-bearing deposits (19) 87 (11) 57
_______ _______ ________ _______
Total net change in income
on interest-earning assets (865) 6,426 (200) 5,361
Interest-bearing liabilities :
Savings accounts 112 351 59 522
Demand and NOW accounts (183) 342 (35) 124
Certificate accounts (467) 1,021 (46) 508
FHLB advances (43) 2,823 (134) 2,646
Other borrowings 0 (1) 0 (1)
_______ _______ ________ _______
Total net change in
expense on interest
-bearing liabilities (581) 4,536 (156) 3,799
_______ _______ ________ _______
Net change in net interest
income $ (284) $ 1,890 $ (44) $ 1,562
======= ======= ======== =======
(1) Includes loans available 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. The provision for loan losses was $150,000 for the
quarter ended December 31, 1998 as compared to $450,000 for the same period
last year. For the six months ended December 31, 1998, the provision for loan
losses was $375,000 as compared to $750,000 for the same period last year. The
decrease in both the quarter and six month provisions reflects general
improvement in the asset quality of the loan portfolio and relative strength
in the economic condition of the Company's lending area. At December 31, 1998,
loan loss reserves as a percent of gross loans receivable were 0.98% as
compared to 1.00% at December 31, 1997. Net charge-offs as a percentage of
average loans outstanding fell 4 basis points during the first six-month
period in fiscal 1999 to 2 basis points from 6 basis points during the same
period of fiscal 1998.
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 loan portfolio. These factors include changes in the size and
composition of the loan portfolio, actual loan loss experience, current and
anticipated economic conditions, detailed analysis of individual loans for
which full collectibility may not be assured, and determination of the
realizable value of the collateral securing the loans. Provision for losses
are charged against operations on a monthly basis as necessary to maintain the
allowance at appropriate levels. Management believes that the amount
maintained in the allowance will be adequate to absorb losses inherent in the
portfolio. Although management believes it uses the best information available
to make such determinations, there can be no assurance that regulators, in
reviewing the Company's loan portfolio, will not request the
12
Company to increase significantly its allowance for loan losses. Future
adjustments to the allowance for loan losses may be necessary and results of
operations could be significantly and adversely affected due to economic,
operating, regulatory, and other conditions beyond the control of the Company.
The following tables are provided to disclose additional details on the
Company's allowance for loan losses and asset quality (dollars in thousands) :
Allowance for loan losses
For the Six Months Ended
December 31, 1998 December 31, 1997
_________________ _________________
Allowance at beginning of period $6,186 $5,465
Provision for loan losses 375 750
Recoveries:
Mortgage loans:
One-to-four family 17 11
Multifamily 0 191
Commercial 0 0
Construction 0 0
Consumer loans 35 14
Commercial business lending 0 0
_________________ _________________
Total recoveries 52 216
Charge-offs:
Mortgage loans:
One-to-four family (88) (59)
Multifamily 0 (2)
Commercial 0 (253)
Construction 0 0
Consumer loans (44) (64)
Commercial business lending 0 0
_________________ _________________
Total charge-offs (132) (378)
_________________ _________________
Net charge-offs (80) (162)
_________________ _________________
Balance at end of period $ 6,481 $ 6,053
================= =================
Allowance for loan losses as
a percentage ofgross loan
receivable 0.98% 1.00%
Net charge-offs as a percentage
of average loans outstanding
during the period 0.02% 0.06%
Allowance for loan losses as
a percentage of Non-performing
loans at the end of the period 256.27% 127.59%
13
Asset Quality. The following tables are provided to disclose additional
details on asset quality (dollars in thousands) :
At December 31, At June 30,
1998 1998
_______________ _______________
Loans accounted for on
a non-accrual basis:
Mortgage loans:
One-to-four family $ 2,076 $ 1,669
Multifamily 413 0
Commercial 0 245
Construction 0 0
Consumer loans 0 18
Commercial business lending 0 0
Other loans 0 0
_______________ _______________
Total 2,489 1,932
Accruing loans which are
contractually past due
90 days or more:
Mortgage loans:
One-to-four family 0 0
Multifamily 0 0
Commercial 0 0
Construction 0 0
Consumer loans 40 0
Commercial business lending 0 0
Other loans 0 0
_______________ _______________
Total 40 0
Total of non-accrual and
90 days past due loans 2,529 1,932
Real estate owned 1,807 4,447
_______________ _______________
Total non-performing assets $ 4,336 $ 6,379
=============== ===============
Restructured loans $ 1,566 $ 2,074
Non-accrual and 90 days or more
past due loans as a percentage
of portfolio loans receivable, net 0.40% 0.31%
Non-accrual and 90 days or more
past due loans as a percentage
of total assets 0.29% 0.24%
Non-performing assets as a percentage
of total assets 0.50% 0.78%
The Company addresses loans individually and identifies impairment when the
accrual of interest has been discontinued, loans have been restructured or
Management has serious doubts about the future collectibility of principal and
interest, even though the loans are currently performing. Factors considered
in determining impairment include, but are not limited to, expected future
cash flows, financial condition of the borrower and the current economic
conditions. The Company measures each impaired loan based on the fair value of
its collateral and charges off those loans or portions of loans deemed
uncollectible.
14
Non-interest Income. Non-interest income increased by $1.0 million, or 46.0%,
to $3.3 million during the quarter ended December 31, 1998 from $2.2 million
during the same period last year. For the six months ended December 31, 1998,
the non-interest income rose by $1.5 million, or 33.2%, to $6.1 million during
the same period last year.
The major contributor to the increase of non-interest income was the gain on
sale of loans which increased by $1.1 million, or 95.3%, to $2.1 million
during the quarter ended December 31, 1998. For the six months ended December
31, 1998, the gain on sale of loans increased by $1.5 million, or 70.6%, to
$6.1 million from $2.1 million from the same period last year. The increase in
the gain on sale of loans was the result of the sale of loans totaling $183.9
million during the second quarter 1999 and $329.8 million during the first
six-month period in fiscal 1999 as compared to $100.8 million during the
second quarter 1998 and $200.2 million during the first six-month period in
fiscal 1998.
Loan servicing and other fees decreased by $83,000 during the second quarter
to $724,000 from $807,000 in the same period last year. For the first
six-month period, the loan servicing and other fees decreased by $136,000 to
$1.47 million from $1.61 million during the same period last year. This
decrease was due mainly to the decrease in the volume of loans serviced for
others from $504.0 million at the end of December 31, 1997 to $401.0 million
at the end of December 31, 1998 as the decline of the existing loans for is
more than the new loans added. Most of new originated loans are sold with
servicing release.
Non-interest Expenses. Non-interest expenses increased by $1.6 million during
the second quarter to $6.4 million from $4.8 million in the same period last
year. For the first six months ended December 31, 1998, non-interest expense
increased by $2.5 million to $11.7 million from $9.3 million during the same
period last year. The increase in the second quarter 1999 was due to
non-recurring costs associated with data processing conversion scheduled for
the third quarter of fiscal 1999 and the Company's Year 2000 remediation
efforts, in addition to higher mortgage production expenses. The increase in
the first six-month period in fiscal 1999 was attributable mainly to expenses
recorded in relation to the Company's stock-based compensation programs and
higher mortgage production related expenses as well as the items recorded
during the second quarter as previously explained.
Income taxes. Income tax expense was $1.18 million for the second quarter
versus $0.86 million for the same quarter last year. The resulting effective
tax rate for the quarter ended December 31, 1998 was 42.4% compared to 42.6%
for the same period last year. For the first six-month period, income tax
expenses was $2.34 million as compared to $1.91 million during the same period
last year; and the effective tax rate for the period was 42.3% as compared to
42.2% for the same period last year.
Loan Volume Activities. The following table is provided to disclose additional
details related to the volume of loans originated, purchased and sold (dollars
in thousands) :
15
Loan Volume Activities
For the Quarter ended For the Six Months ended
December 31, December 31,
______________________ _________________________
1998 1997 1998 1997
________ ________ _________ _________
Loans originated for sale :
Retail originations $ 83,876 $ 72,279 $ 151,551 $ 131,407
Wholesale originations 122,818 36,167 214,754 85,114
________ ________ _________ _________
Total loans originated
for sale 206,694 108,446 366,305 216,521
Loans sold:
Servicing released 166,170 100,758 311,899 200,220
Servicing retained 17,698 0 17,919 0
________ ________ _________ _________
Total loans sold 183,868 100,758 329,818 200,220
Loans originated
for portfolio:
Mortgage loans:
One-to-four family 38,125 52,734 82,858 97,492
Multifamily 0 420 0 420
Commercial 444 0 2,075 250
Construction loans 7,230 4,176 14,749 8,150
Consumer 6,761 631 12,845 2,641
Commercial business lending 4,737 348 8,285 1,040
Other loans 42 78 110 78
________ ________ _________ _________
Total loans originated
for portfolio 57,339 58,387 120,922 110,071
Loans purchased:
Mortgage loans:
One-to-four family 0 18,410 0 18,838
Commercial 1,010 0 1,010 0
________ ________ _________ _________
Total loans purchased 1,010 18,410 1,010 18,838
Mortgage loan principal
repayments 66,160 30,256 115,516 55,917
Real estate acquired in
settlement of loans 689 2,220 901 4,867
Increase (decrease) in
other items, net (1) 4,607 (634) 1,685 (9)
________ ________ _________ _________
Net increase in loans
receivable, net $ 18,933 $ 51,375 $ 43,687 $ 84,417
======== ======== ========= =========
(1) Includes changes in accrued interest, loans in process, discounts and loan
loss reserves.
16
Liquidity and Capital Resources. The Company's primary sources of funding
include deposits, proceeds from loan principal and interest payments, sales of
loans, the maturity of and interest income on investment securities, and FHLB
advances. The Savings Bank has a credit line available with Federal Home Loan
Bank of San Francisco of 30% of total assets, which, on December 31, 1998
permitted additional advances up to $123.6 million, in addition to having
unsecured lines with its correspondent banks. While maturities and scheduled
amortization of loans are predictable sources of funds, deposit flows, loan
sales, and mortgage prepayments are greatly influenced by general interest
rates, economic conditions, and competition.
The primary investing activity of the Company is the origination of mortgage
loans through the Savings Bank. For the quarter ended December 31, 1998, the
Savings Bank originated a total of $264.0 million and $487.2 million for
fiscal year to date. This activity was funded primarily by loan sales, loan
principal payments, deposits and FHLB advances. For the quarter ended December
31, 1998, loan sales aggregated $183.9 million and loan principal payments
totaled $66.2 million; and for the fiscal period to date, loan sales
aggregated $329.8 million and loan principal payments totaled $115.5 million.
FHLB advances increased by $51.5 million for the first half fiscal 1999
compared to the same period in fiscal 1998.
By regulation, the Savings Bank must maintain a minimum liquidity equal to 4%
of deposits and short-term borrowings. Liquidity is measured by cash and
readily marketable securities which are not committed, pledged, or required as
collateral for specific liabilities. The Savings Bank's average liquidity
ratios for the second quarter 1999 and 1998 were 13.90% and 7.66%,
respectively.
The Savings 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 Company's financial statements.
Under capital adequacy guidelines and the regulatory framework for prompt
corrective actions, the Savings Bank must meet certain specific capital
guidelines that involve quantitative measures of the Savings Bank's assets,
liabilities, and certain off-balance sheet items as calculated under
regulatory accounting practices. The Savings Bank's capital amounts and
classifications are also subject to qualitative judgements by the regulators
about components, risk-weightings, and other factors. The Savings Bank's
actual and required capital amounts and ratios as of December 31, 1998 are as
follows (dollars in thousands):
Amount Percent
________ _______
Tangible capital $ 67,778 7.89%
Requirement 12,879 1.50%
________ _______
Excess over requirement $ 54,899 6.39%
======== =======
Tier 1 (core) capital $ 67,778 7.89%
Requirement to be "Well Capitalized" 42,932 5.00%
________ _______
Excess over requirement $ 24,846 2.89%
======== =======
Total risk-based capital $ 73,953 16.62%
Requirement to be "Well Capitalized" 44,498 10.00%
________ ______
Excess over requirement $ 29,455 6.62%
======== ======
Tier 1 risk-based capital $ 67,778 15.23%
Requirement to be "Well Capitalized" 26,699 6.00%
________ _______
Excess over requirement $ 41,079 9.23%
======== =======
Management believes that under current regulations, the Company will continue
to meet its minimum capital requirements in the foreseeable future.
17
Year 2000 Readiness.
General
_______
Year 2000 issues relate to the possibility of computer programs and hardware
not being able to distinguish between the year 1900 and the year 2000. If it
is not corrected, some, if not all, systems used by the Company might be at
risk of not being able to function properly. To prevent this from happening
during the turn of the century and beyond, the Company has undertaken a major
project to ensure that its internal operating systems, as well as those of its
customers and suppliers, will be fully capable of processing transactions in
the Year 2000 and beyond. Testing and implementation is planned to be
completed by June 30, 1999.
Project
_______
The Company formed a Year 2000 Committee in July 1997 which consists of the
Chief Information Officer and senior management staff from all levels. The
committee reports the progress of the Year 2000 project to the Board of
Directors on a monthly basis. Regular review is also done by the Internal
Audit department. In addition, the Company engaged an IT consultant to
strengthen the Year 2000 project team.
The Company is in the process of completing the validation, implementation,
and testing phases of the Year 2000 project. The Company has signed a
contract with a third party software vendor to replace its core processing
systems during the quarter ended March 31, 1999. Based upon assurances and
documentation from this software vendor, the Company believes that the new
processing system is Year 2000 compliant. The Company will initiate Year 2000
testing on this system after its installation. The Company has also reviewed
its critical non-information technology systems to assess the risk of Year
2000 failure. Systems that pose risk of failure are in the process of being
replaced.
The Company, as part of its Year 2000 remediation plan, continues to monitor
the progress of critical third party vendors as they implement corrective
actions to ensure an uninterrupted flow of goods and services. For both
systems and vendors that are classified as critical, contingency plans have
developed which include, among other things, alternate processing methods,
steps for transitioning to a manual process, and alternate vendors or sources
of goods and services.
The Company has contacted its commercial borrowers to assess their Year 2000
exposure and continues to monitor their remediation progress. The Company has
also distributed a Year 2000 Readiness Statement to all depositors, borrowers,
and vendors. The Company continues to have its Year 2000 progress monitored by
the Office of Thrift Supervision.
Costs
_____
The estimated cost of the project is $3.5 million, which includes
approximately $2.5 million in replacement equipment and software, $400,000 in
equipment write-down, and $200,000 in external project management expenses. In
addition, the estimated value of internal resources allocated to the Year 2000
project is $400,000. Implementation of the new loan and deposit system which
is already year 2000 compliant will be able to enhance the overall banking
system. A total of $2.6 million or 74.3% of the total costs has been spent for
the project as of December 31, 1998. The replacement equipment and software
will be capitalized and depreciated in accordance with the Company's normal
accounting policies.
Risks
_____
The failure of not being able to completely detect potential problems related
to Year 2000 could result in an interruption of normal business
activities/operations, which may materially and adversely affect the Company's
results of operations. As a participant in domestic payment systems, the
Company's Year 2000 preparedness is largely dependent upon the readiness of
other participants in the system including the United States government. The
Company relies largely on third-party software vendors and service providers
for many critical functions in the conduct of its businesses. The focus of the
Company has been to monitor and test the Year 2000 compliance progress of its
critical vendors. The year 2000 project is expected to significantly reduce
the risk inherent in the year 2000 problem.
18
Supplemental Information
December 31, June 30, December 31,
1998 1998 1997
___________ _________ ____________
Loans serviced
for others (in thousands) $ 400,984 $ 434,710 $ 504,018
Book value per share $ 18.53 $ 17.85 $ 17.19
Forward-looking Statement
Certain matters discussed in this Form 10-Q may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995. These forward looking statements relate to, among other things,
expectations of the business environment in which the Company operates,
projections of future performance, perceived opportunities in the market, and
statements regarding the Company's mission and vision. These forward-looking
statements are based upon current management expectations, and may therefore
involve risks and uncertainties. The Company's actual results, performance, or
achievements may differ materially from those suggested, expressed, or implied
by forward looking statements due to a wide range of factors including, but
not limited to, non-bank financial services providers, regulatory changes,
Year 2000 issues and other risks detailed in the Company's reports filed with
the Securities and Exchange Commission, including the Annual Report on Form
10-K for the fiscal year ended June 30, 1998.
PART II - OTHER INFORMATION
___________________________
Item 1. Legal Proceedings
From time to time the Company or its subsidiaries are engaged in legal
proceedings in the ordinary course of business, none of which are considered
to have a material impact on the Company's financial position or results of
operations.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Shareholders
The only item submitted to vote in the Annual Meeting of Shareholders which
were held on October 27, 1998 at the Riverside Art Museum at 3425 Mission Inn
Avenue, Riverside, California was the election of two new directors.
There were two nominees:
1. Bruce W. Bennett who is the President and owner of Community Care
Rehabilitation Center in Reverside, California and a director of Riverside
Community Hospital in Riverside, California.
2. Debbi H. Guthrie who is the President and owner of Roy O. Huffman Roof
Company in Riverside, California, a State director for the Athena
Foundation , and the immediate Past Chairman of the Board of the Greater
Riverside Chamber of Commerce.
19
The result of the votes were 99.8% for Bruce W. Bennett and 99.7% for Debbi H.
Guthrie; accordingly, Bruce W. Bennett and Debbi H. Guthrie were declared to
be duly elected as directors of the Company for three year terms.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits :
None.
b) Reports on form 8-K
None.
SIGNATURES
__________
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Provident Financial Holdings, Inc.
February 12, 1999 /s/ Craig G. Blunden
____________________
Craig G. Blunden
President and Chief Executive Officer
(Principal Executive Officer)
February 12, 1999 /s/ Brian M. Riley
__________________
Brian M. Riley
Chief Financial Officer
(Principal Financial and Accounting Officer)
20
- -