TFSL 03.31.2013 MASTER 10Q
Table of Contents


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM 10-Q
________________________
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2013
or 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For transition period from              to             
Commission File Number 001-33390
__________________________
TFS FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
__________________________
United States of America
 
52-2054948
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
 
 
7007 Broadway Avenue
Cleveland, Ohio
 
44105
(Address of Principal Executive Offices)
 
(Zip Code)
(216) 441-6000
Registrant’s telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report)
__________________________

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
 
ý
 
  
Accelerated filer
 
¨
 
 
 
 
Non-accelerated filer
 
¨
(do not check if a smaller reporting company)
  
Smaller Reporting Company
 
¨
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý.
Indicate the number of shares outstanding of each of the Registrant’s classes of common stock as of the latest practicable date.
As of May 1, 2013 there were 309,115,625 shares of the Registrant’s common stock, par value $0.01 per share, outstanding, of which 227,119,132 shares, or 73.5% of the Registrant’s common stock, were held by Third Federal Savings and Loan Association of Cleveland, MHC, the Registrant’s mutual holding company.
 


Table of Contents


TFS Financial Corporation
INDEX
 
 
Page
PART l – FINANCIAL INFORMATION
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Item 5.
 
 
 
Item 6.
 
 


2

Table of Contents



Item 1. Financial Statements
TFS FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CONDITION (unaudited)
(In thousands, except share data)
 
March 31,
2013
 
September 30,
2012
ASSETS
 
 
 
Cash and due from banks
$
31,982

 
$
38,914

Other interest-earning cash equivalents
252,164

 
269,348

Cash and cash equivalents
284,146

 
308,262

Investment securities:
 
 
 
Available for sale (amortized cost $454,297 and $417,416, respectively)
456,888

 
421,430

Mortgage loans held for sale, at lower of cost or market ($3,017 measured at fair value, September 30, 2012)
96,882

 
124,528

Loans held for investment, net:
 
 
 
Mortgage loans
9,965,436

 
10,339,402

Other loans
4,276

 
4,612

Deferred loan fees, net
(17,241
)
 
(18,561
)
Allowance for loan losses
(101,217
)
 
(100,464
)
Loans, net
9,851,254

 
10,224,989

Mortgage loan servicing assets, net
16,390

 
19,613

Federal Home Loan Bank stock, at cost
35,620

 
35,620

Real estate owned
19,868

 
19,647

Premises, equipment, and software, net
59,596

 
61,150

Accrued interest receivable
32,037

 
34,887

Bank owned life insurance contracts
180,460

 
177,279

Other assets
88,620

 
90,720

TOTAL ASSETS
$
11,121,761

 
$
11,518,125

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Deposits
$
8,757,282

 
$
8,981,419

Borrowed funds
315,919

 
488,191

Borrowers’ advances for insurance and taxes
60,753

 
67,864

Principal, interest, and related escrow owed on loans serviced
114,889

 
127,539

Accrued expenses and other liabilities
37,534

 
46,262

Total liabilities
9,286,377

 
9,711,275

Commitments and contingent liabilities


 


Preferred stock, $0.01 par value, 100,000,000 shares authorized, none issued and outstanding

 

Common stock, $0.01 par value, 700,000,000 shares authorized; 332,318,750 shares issued; 309,115,625 and 309,009,393 outstanding at March 31, 2013 and September 30, 2012, respectively
3,323

 
3,323

Paid-in capital
1,693,821

 
1,691,884

Treasury stock, at cost; 23,203,125 and 23,309,357 shares at March 31, 2013 and September 30, 2012, respectively
(279,629
)
 
(280,937
)
Unallocated ESOP shares
(72,584
)
 
(74,751
)
Retained earnings—substantially restricted
497,113

 
473,247

Accumulated other comprehensive loss
(6,660
)
 
(5,916
)
Total shareholders’ equity
1,835,384

 
1,806,850

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
11,121,761

 
$
11,518,125

See accompanying notes to unaudited consolidated financial statements.

3

Table of Contents


TFS FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (unaudited)
(In thousands, except share and per share data)
 
For the Three Months Ended
 
For the Six Months Ended
 
March 31,
 
March 31,
 
2013
 
2012
 
2013
 
2012
INTEREST AND DIVIDEND INCOME:
 
 
 
 
 
 
 
Loans, including fees
$
95,241

 
$
102,696

 
$
193,930

 
$
205,903

Investment securities available for sale
1,079

 
33

 
2,192

 
70

Investment securities held to maturity

 
1,538

 

 
3,272

Other interest and dividend earning assets
515

 
551

 
1,101

 
1,108

Total interest and dividend income
96,835

 
104,818

 
197,223

 
210,353

INTEREST EXPENSE:
 
 
 
 
 
 
 
Deposits
28,030

 
38,390

 
59,165

 
79,096

Borrowed funds
875

 
643

 
1,712

 
1,217

Total interest expense
28,905

 
39,033

 
60,877

 
80,313

NET INTEREST INCOME
67,930

 
65,785

 
136,346

 
130,040

PROVISION FOR LOAN LOSSES
10,000

 
27,000

 
28,000

 
42,000

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
57,930

 
38,785

 
108,346

 
88,040

NON-INTEREST INCOME:
 
 
 
 
 
 
 
Fees and service charges, net of amortization
2,146

 
3,284

 
4,449

 
6,097

Net gain on the sale of loans
1,257

 

 
4,279

 

Increase in and death benefits from bank owned life insurance contracts
1,577

 
1,610

 
3,182

 
3,222

Other
1,126

 
1,517

 
2,443

 
2,801

Total non-interest income
6,106

 
6,411

 
14,353

 
12,120

NON-INTEREST EXPENSE:
 
 
 
 
 
 
 
Salaries and employee benefits
21,824

 
21,049

 
42,427

 
41,434

Marketing services
3,127

 
2,377

 
6,252

 
4,754

Office property, equipment and software
5,293

 
5,073

 
10,314

 
10,071

Federal insurance premium and assessments
3,243

 
3,512

 
6,957

 
7,389

State franchise tax
1,749

 
1,716

 
3,412

 
2,705

Real estate owned expense, net
1,516

 
1,672

 
2,681

 
4,007

Appraisal and other loan review expenses
1,102

 
1,163

 
1,785

 
2,153

Other operating expenses
7,375

 
6,758

 
13,935

 
13,286

Total non-interest expense
45,229

 
43,320

 
87,763

 
85,799

INCOME BEFORE INCOME TAXES
18,807

 
1,876

 
34,936

 
14,361

INCOME TAX EXPENSE
6,017

 
854

 
10,993

 
4,880

NET INCOME
$
12,790

 
$
1,022

 
$
23,943

 
$
9,481

Earnings per share—basic and diluted
$
0.04

 
$

 
$
0.08

 
$
0.03

Weighted average shares outstanding
 
 
 
 
 
 
 
Basic
301,753,966

 
301,153,080

 
301,664,171

 
301,098,610

Diluted
302,651,575

 
301,706,570

 
302,451,344

 
301,547,664


See accompanying notes to unaudited interim consolidated financial statements.

4

Table of Contents


TFS FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)
(In thousands)
 
For the Three Months Ended
 
For the Six Months Ended
 
March 31,
 
March 31,
 
2013
 
2012
 
2013
 
2012
Net income
$
12,790

 
$
1,022

 
$
23,943

 
$
9,481

Other comprehensive (loss) income, net of tax
 
 
 
 
 
 
 
Change in net unrealized gains on securities available for sale
(214
)
 
(9
)
 
(924
)
 
(20
)
Change in pension obligation
90

 
37

 
180

 
10,657

Total other comprehensive (loss) income
(124
)
 
28

 
(744
)
 
10,637

Total comprehensive income
$
12,666

 
$
1,050

 
$
23,199

 
$
20,118

See accompanying notes to unaudited interim consolidated financial statements.


5

Table of Contents


TFS FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (unaudited)
Six Months Ended March 31, 2013 and 2012
(In thousands)
 
 
Common
stock
 
Paid-in
capital
 
Treasury
stock
 
Unallocated
common stock
held by ESOP
 
Retained
earnings
 
Accumulated other
comprehensive
income (loss)
 
Total
shareholders’
equity
Balance at September 30, 2011
 
$
3,323

 
$
1,686,216

 
$
(282,090
)
 
$
(79,084
)
 
$
461,836

 
$
(16,277
)
 
$
1,773,924

Net income
 

 

 

 

 
9,481

 

 
9,481

Other comprehensive income, net of tax
 

 

 

 

 

 
10,637

 
10,637

ESOP shares allocated or committed to be released
 

 
(183
)
 

 
2,167

 

 

 
1,984

Compensation costs for stock-based plans
 

 
3,777

 

 

 

 

 
3,777

Balance at March 31, 2012
 
$
3,323

 
$
1,689,810

 
$
(282,090
)
 
$
(76,917
)
 
$
471,317

 
$
(5,640
)
 
$
1,799,803

Balance at September 30, 2012
 
$
3,323

 
$
1,691,884

 
$
(280,937
)
 
$
(74,751
)
 
$
473,247

 
$
(5,916
)
 
$
1,806,850

Net income
 

 

 

 

 
23,943

 

 
23,943

Other comprehensive loss, net of tax
 

 

 

 

 

 
(744
)
 
(744
)
ESOP shares allocated or committed to be released
 

 
(91
)
 

 
2,167

 

 

 
2,076

Compensation costs for stock-based plans
 

 
3,259

 

 

 

 

 
3,259

Treasury stock allocated to restricted stock plan
 

 
(1,231
)
 
1,308

 

 
(77
)
 

 

Balance at March 31, 2013
 
$
3,323

 
$
1,693,821

 
$
(279,629
)
 
$
(72,584
)
 
$
497,113

 
$
(6,660
)
 
$
1,835,384

See accompanying notes to unaudited interim consolidated financial statements.


6

Table of Contents


TFS FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(In thousands)
 
 
For the Six Months Ended
 
 
March 31,
 
 
2013
 
2012
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
Net income
 
$
23,943

 
$
9,481

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
ESOP and stock-based compensation expense
 
5,335

 
5,761

Depreciation and amortization
 
12,197

 
9,299

Deferred income tax expense
 

 
300

Provision for loan losses
 
28,000

 
42,000

Net gain on the sale of loans
 
(4,279
)
 

Other net losses
 
1,987

 
1,771

Principal repayments on and proceeds from sales of loans held for sale
 
36,744

 

Loans originated for sale
 
(31,589
)
 

Increase in bank owned life insurance contracts
 
(3,191
)
 
(3,208
)
Net decrease (increase) in interest receivable and other assets
 
5,267

 
(8,986
)
Net (decrease) increase in accrued expenses and other liabilities
 
(8,207
)
 
1,335

Other
 
162

 
416

Net cash provided by operating activities
 
66,369

 
58,169

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
Loans originated
 
(1,019,128
)
 
(1,477,916
)
Principal repayments on loans
 
1,186,955

 
1,057,939

Proceeds from principal repayments and maturities of:
 
 
 
 
Securities available for sale
 
111,624

 
1,355

Securities held to maturity
 

 
104,275

Proceeds from sale of:
 
 
 
 
Loans
 
189,534

 

Real estate owned
 
13,568

 
10,377

Purchases of:
 
 
 
 
Securities available for sale
 
(152,210
)
 
(12
)
Securities held to maturity
 

 
(88,298
)
Premises and equipment
 
(4,646
)
 
(1,300
)
Other
 
(12
)
 
(21
)
Net cash provided by (used in) investing activities
 
325,685

 
(393,601
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
Net (decrease) increase in deposits
 
(224,137
)
 
107,266

Net decrease in borrowers’ advances for insurance and taxes
 
(7,111
)
 
(2,514
)
Net decrease in principal and interest owed on loans serviced
 
(12,650
)
 
(989
)
Net (decrease) increase in short term borrowed funds
 
(305,892
)
 
279,238

Proceeds from long term borrowed funds
 
140,000

 

Repayment of long term borrowed funds
 
(6,380
)
 

Net cash (used in) provided by financing activities
 
(416,170
)
 
383,001

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
 
(24,116
)
 
47,569

CASH AND CASH EQUIVALENTS—Beginning of period
 
308,262

 
294,846

CASH AND CASH EQUIVALENTS—End of period
 
$
284,146

 
$
342,415

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 
 
 
 
Cash paid for interest on deposits
 
$
59,482

 
$
79,546

Cash paid for interest on borrowed funds
 
1,604

 
1,207

Cash paid for income taxes
 
13,200

 
11,800

SUPPLEMENTAL SCHEDULES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
 
 
 
 
Transfer of loans to real estate owned
 
12,460

 
9,656

Transfer of loans from held for sale to held for investment
 
144,841

 

Transfer of loans from held for investment to held for sale
 
323,027

 
245,920

See accompanying notes to unaudited interim consolidated financial statements.

7

Table of Contents


TFS FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands unless otherwise indicated)
 

1.
BASIS OF PRESENTATION
TFS Financial Corporation (the “Holding Company”), a federally chartered stock holding company, conducts its principal activities through its wholly owned subsidiaries. The principal line of business of the Holding Company and its subsidiaries (collectively, “TFS Financial” or the “Company”) is retail consumer banking, including mortgage lending, deposit gathering, and other insignificant financial services. On March 31, 2013, approximately 73% of the Holding Company’s outstanding shares were owned by a federally chartered mutual holding company, Third Federal Savings and Loan Association of Cleveland, MHC (“Third Federal Savings, MHC”). The thrift subsidiary of TFS Financial is Third Federal Savings and Loan Association of Cleveland (the “Association”).
The accounting and reporting policies followed by the Company conform in all material respects to accounting principles generally accepted in the United States of America (“U.S. GAAP”) and to general practices in the financial services industry. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. The allowance for loan losses, the valuation of mortgage loan servicing rights, the valuation of deferred tax assets, and the determination of pension obligations and stock-based compensation are particularly subject to change.
The unaudited interim consolidated financial statements were prepared without an audit and reflect all adjustments of a normal recurring nature which, in the opinion of management, are necessary to present fairly the consolidated financial condition of TFS Financial at March 31, 2013, and its results of operations and cash flows for the periods presented. In accordance with Regulation S-X for interim financial information, these statements do not include certain information and footnote disclosures required for complete audited financial statements. The Holding Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012 contains consolidated financial statements and related notes, which should be read in conjunction with the accompanying interim consolidated financial statements. The results of operations for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2013 or for any other period.
2.
EARNINGS PER SHARE
Basic earnings per share is the amount of earnings available to each share of common stock outstanding during the reporting period. Diluted earnings per share is the amount of earnings available to each share of common stock outstanding during the reporting period adjusted to include the effect of potentially dilutive common shares. For purposes of computing earnings per share amounts, outstanding shares include shares held by the public, shares held by the ESOP that have been allocated to participants or committed to be released for allocation to participants, the 227,119,132 shares held by Third Federal Savings, MHC, and, for purposes of computing dilutive earnings per share, stock options and restricted stock units with a dilutive impact. At March 31, 2013 and 2012, respectively, the ESOP held 7,258,440 and 7,691,780 shares that were neither allocated to participants nor committed to be released to participants.

8

Table of Contents


The following is a summary of the Company's earnings per share calculations.
 
 
For the Three Months Ended March 31,
 
 
2013
 
2012
 
 
Income
 
Shares
 
Per share
amount
 
Income
 
Shares
 
Per share
amount
 
 
(Dollars in thousands, except per share data)
Net income
 
$
12,790

 
 
 
 
 
$
1,022

 
 
 
 
Less: income allocated to restricted stock units
 
68

 
 
 
 
 
6

 
 
 
 
Basic earnings per share:
 
 
 
 
 
 
 
 
 
 
 
 
Income available to common shareholders
 
$
12,722

 
301,753,966

 
$
0.04

 
$
1,016

 
301,153,080

 
$

Diluted earnings per share:
 
 
 
 
 
 
 
 
 
 
 
 
Effect of dilutive potential common shares
 
 
 
897,609

 
 
 
 
 
553,490

 
 
Income available to common shareholders
 
$
12,722

 
302,651,575

 
$
0.04

 
$
1,016

 
301,706,570

 
$

 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
For the Six Months Ended March 31,
 
 
2013
 
2012
 
 
Income
 
Shares
 
Per share
amount
 
Income
 
Shares
 
Per share
amount
 
 
(Dollars in thousands, except per share data)
Net income
 
$
23,943

 
 
 
 
 
$
9,481

 
 
 
 
Less: income allocated to restricted stock units
 
126

 
 
 
 
 
47

 
 
 
 
Basic earnings per share:
 
 
 
 
 
 
 
 
 
 
 
 
Income available to common shareholders
 
$
23,817

 
301,664,171

 
$
0.08

 
$
9,434

 
301,098,610

 
$
0.03

Diluted earnings per share:
 
 
 
 
 
 
 
 
 
 
 
 
Effect of dilutive potential common shares
 
 
 
787,173

 
 
 
 
 
449,054

 
 
Income available to common shareholders
 
$
23,817

 
302,451,344

 
$
0.08

 
$
9,434

 
301,547,664

 
$
0.03

The following is a summary of outstanding stock options and restricted stock units that are excluded from the computation of diluted earnings per share because their inclusion would be anti-dilutive.
 
For the Three Months Ended March 31,
 
For the Six Months Ended March 31,
 
2013
 
2012
 
2013
 
2012
Options to purchase shares
5,395,509

 
6,283,425

 
6,509,209

 
6,283,425

Restricted stock units
30,000

 
40,000

 
30,000

 
40,000


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Table of Contents


3.
INVESTMENT SECURITIES
Investments available for sale are summarized as follows:
 
 
March 31, 2013
 
 
Amortized
Cost
 
Gross
Unrealized
 
Fair
Value
 
 
Gains
 
Losses
 
U.S. government and agency obligations
 
$
2,000

 
$
48

 
$

 
$
2,048

Freddie Mac certificates
 
910

 
61

 

 
971

Ginnie Mae certificates
 
14,182

 
573

 

 
14,755

Real estate mortgage investment conduits (REMICs)
 
423,540

 
1,825

 
(754
)
 
424,611

Fannie Mae certificates
 
6,599

 
838

 

 
7,437

Money market accounts
 
7,066

 

 

 
7,066

Total
 
$
454,297

 
$
3,345

 
$
(754
)
 
$
456,888

    
 
 
September 30, 2012
 
 
Amortized
Cost
 
Gross
Unrealized
 
Fair
Value
 
 
Gains
 
Losses
 
U.S. government and agency obligations
 
$
2,000

 
$
56

 
$

 
$
2,056

Freddie Mac certificates
 
922

 
67

 

 
989

Ginnie Mae certificates
 
16,123

 
663

 

 
16,786

REMICs
 
383,545

 
2,772

 
(308
)
 
386,009

Fannie Mae certificates
 
7,125

 
764

 

 
7,889

Money market accounts
 
7,701

 

 

 
7,701

Total
 
$
417,416

 
$
4,322

 
$
(308
)
 
$
421,430

 
 
 
 
 
 
 
 
 
Gross unrealized losses on securities and the estimated fair value of the related securities, aggregated by investment category and length of time the individual securities have been in a continuous loss position, at March 31, 2013 and September 30, 2012, were as follows:
 
March 31, 2013
 
Less Than 12 Months
 
12 Months or More
 
Total
 
Estimated Fair Value
 
Unrealized Loss
 
Estimated Fair Value
 
Unrealized Loss
 
Estimated Fair Value
 
Unrealized Loss
Available for sale—
 
 
 
 
 
 
 
 
 
 
 
  REMICs
$
148,548

 
$
626

 
$
18,744

 
$
128

 
$
167,292

 
$
754

Total
$
148,548

 
$
626

 
$
18,744

 
$
128

 
$
167,292

 
$
754

 
September 30, 2012
 
Less Than 12 Months
 
12 Months or More
 
Total
 
Estimated Fair Value
 
Unrealized Loss
 
Estimated Fair Value
 
Unrealized Loss
 
Estimated Fair Value
 
Unrealized Loss
Available for sale—
 
 
 
 
 
 
 
 

 

  REMICs
$
80,219

 
$
291

 
$
6,550

 
$
17

 
$
86,769

 
$
308

Total
$
80,219

 
$
291

 
$
6,550

 
$
17

 
$
86,769

 
$
308


10

Table of Contents


4.
LOANS AND ALLOWANCE FOR LOAN LOSSES
Loans held for investment consist of the following:
 
 
March 31,
2013
 
September 30,
2012
Real estate loans:
 
 
 
 
Residential non-Home Today
 
$
7,743,482

 
$
7,943,165

Residential Home Today
 
193,154

 
208,325

Home equity loans and lines of credit
 
2,001,820

 
2,155,496

Construction
 
54,728

 
69,152

Real estate loans
 
9,993,184

 
10,376,138

Consumer and other loans
 
4,276

 
4,612

Less:
 
 
 
 
Deferred loan fees—net
 
(17,241
)
 
(18,561
)
Loans-in-process (“LIP”)
 
(27,748
)
 
(36,736
)
Allowance for loan losses
 
(101,217
)
 
(100,464
)
Loans held for investment, net
 
$
9,851,254

 
$
10,224,989

At March 31, 2013 and September 30, 2012, respectively, $96,882 and $124,528 of long-term loans were classified as mortgage loans held for sale.
A large concentration of the Company’s lending is in Ohio and Florida. As of March 31, 2013 and September 30, 2012, the percentages of residential real estate loans held in Ohio were both 77%, and the percentages held in Florida were both 17%, respectively. As of both March 31, 2013 and September 30, 2012, home equity loans and lines of credit were concentrated in the states of Ohio (39%), Florida (29%) and California (12%), respectively. The economic conditions and market for real estate in those states, including to a greater extent Florida, have impacted the ability of borrowers in those areas to repay their loans.
Home Today is an affordable housing program targeted to benefit low- and moderate-income home buyers. Through this program the Association provided the majority of loans to borrowers who would not otherwise qualify for the Association’s loan products, generally because of low credit scores. Although the credit profiles of borrowers in the Home Today program might be described as sub-prime, Home Today loans generally contain the same features as loans offered to our non-Home Today borrowers. Borrowers in the Home Today program must complete financial management education and counseling and must be referred to the Association by a sponsoring organization with which the Association has partnered as part of the program. Borrowers must also meet a minimum credit score threshold. Because the Association applied less stringent underwriting and credit standards to the majority of Home Today loans, loans originated under the program have greater credit risk than its traditional residential real estate mortgage loans. While effective March 27, 2009, the Home Today underwriting guidelines were changed to be substantially the same as the Association’s traditional first mortgage product, the majority of loans in this program were originated prior to that date. As of March 31, 2013 and September 30, 2012, the principal balance of Home Today loans originated prior to March 27, 2009 was $189,534 and $204,733, respectively. The Association does not offer, and has not offered, loan products frequently considered to be designed to target sub-prime borrowers containing features such as higher fees or higher rates, negative amortization, a loan-to-value ratio greater than 100%, or pay option adjustable-rate mortgages.

11

Table of Contents


The recorded investment of loan receivables in non-accrual status is summarized in the following table. Balances are net of deferred fees.
 
March 31,
2013
 
September 30,
2012
Real estate loans:
 
 
 
Residential non-Home Today
$
98,268

 
$
105,780

Residential Home Today
37,125

 
41,087

Home equity loans and lines of credit
30,386

 
35,316

Construction
220

 
377

Total real estate loans
165,999

 
182,560

Consumer and other loans

 

Total non-accrual loans
$
165,999

 
$
182,560

Loans are placed in non-accrual status when they are contractually 90 days or more past due. Loans modified in troubled debt restructurings that were in non-accrual status prior to the restructurings remain in non-accrual status for a minimum of six months after restructuring. Additionally, home equity loans and lines of credit where the customer has a severely delinquent first mortgage and loans in Chapter 7 bankruptcy status where all borrowers have been discharged of their obligation are placed in non-accrual status. At March 31, 2013 and September 30, 2012, respectively, the recorded investment in non-accrual loans includes $46,956 and $47,742, in troubled debt restructurings which are current according to the terms of their agreement of which $30,922 and $30,631 are performing loans in Chapter 7 bankruptcy status where all borrowers have been discharged of their obligations. Additionally, at March 31, 2013 and September 30, 2012, the recorded investment in non-accrual status loans includes $4,877 and $8,807, respectively, of performing second lien loans subordinate to first mortgages delinquent greater than 90 days.
Interest on loans in accrual status, including certain loans individually reviewed for impairment, is recognized in interest income as it accrues, on a daily basis. Accrued interest on loans in non-accrual status is reversed by a charge to interest income and income is subsequently recognized only to the extent cash payments are received. Cash payments on loans in non-accrual status are applied to the oldest scheduled, unpaid payment first. Cash payments on loans with a partial charge-off are applied fully to principal, then to recovery of the charged off amount prior to interest income being recognized. A non-accrual loan is generally returned to accrual status when contractual payments are less than 90 days past due. However, a loan may remain in non-accrual status when collectability is uncertain, such as a troubled debt restructuring that has not met minimum payment requirements, a loan with a partial charge-off, an equity loan or line of credit with a delinquent first mortgage greater than 90 days, or a loan in Chapter 7 bankruptcy status where all borrowers have been discharged of their obligation. The number of days past due is determined by the number of scheduled payments that remain unpaid, assuming a period of 30 days between each scheduled payment.
An age analysis of the recorded investment in loan receivables that are past due at March 31, 2013 and September 30, 2012 is summarized in the following tables. When a loan is more than one month past due on its scheduled payments, the loan is considered 30 days or more past due. Balances are net of deferred fees and any applicable loans-in-process.
 
30-59
Days
Past Due
 
60-89
Days
Past Due
 
90 Days or
More Past
Due
 
Total Past
Due
 
Current
 
Total
March 31, 2013
 
 
 
 
 
 
 
 
 
 
 
Real estate loans:
 
 
 
 
 
 
 
 
 
 
 
Residential non-Home Today
$
11,653

 
$
5,352

 
$
68,539

 
$
85,544

 
$
7,636,382

 
$
7,721,926

Residential Home Today
8,049

 
2,409

 
23,251

 
33,709

 
156,273

 
189,982

Home equity loans and lines of credit
7,475

 
3,194

 
14,778

 
25,447

 
1,984,313

 
2,009,760

Construction

 

 
220

 
220

 
26,307

 
26,527

Total real estate loans
27,177

 
10,955

 
106,788

 
144,920

 
9,803,275

 
9,948,195

Consumer and other loans

 

 

 

 
4,276

 
4,276

Total
$
27,177

 
$
10,955

 
$
106,788

 
$
144,920

 
$
9,807,551

 
$
9,952,471


12

Table of Contents


 
30-59
Days
Past Due
 
60-89
Days
Past Due
 
90 Days or
More Past
Due
 
Total Past
Due
 
Current
 
Total
September 30, 2012
 
 
 
 
 
 
 
 
 
 
 
Real estate loans:
 
 
 
 
 
 
 
 
 
 
 
Residential non-Home Today
$
15,015

 
$
10,661

 
$
74,807

 
$
100,483

 
$
7,818,927

 
$
7,919,410

Residential Home Today
10,874

 
4,736

 
27,517

 
43,127

 
161,743

 
204,870

Home equity loans and lines of credit
8,676

 
3,210

 
16,587

 
28,473

 
2,136,255

 
2,164,728

Construction

 

 
377

 
377

 
31,456

 
31,833

Total real estate loans
34,565

 
18,607

 
119,288

 
172,460

 
10,148,381

 
10,320,841

Consumer and other loans

 

 

 

 
4,612

 
4,612

Total
$
34,565

 
$
18,607

 
$
119,288

 
$
172,460

 
$
10,152,993

 
$
10,325,453

In an October 2011 directive, the OCC required all specific valuation allowances (“SVA”) on collateral-dependent loans (SVAs established when the recorded investment in an impaired loan exceeded the measured value of the collateral) maintained by savings institutions to be charged off by March 31, 2012. As permitted, the Company elected to early-adopt this methodology effective for the quarter ended December 31, 2011. As a result, reported loan charge-offs for the six months ended March 31, 2012 included the charge-off of specific valuation allowances, which had a balance of $55,507 at September 30, 2011. The one-time SVA related charge-off did not impact the provision for loan losses for the six months ended March 31, 2012; however, reported loan charge-offs during the six months ended March 31, 2012 increased and the allowance for loan losses decreased accordingly.
Activity in the allowance for loan losses is summarized as follows:
 
For the Three Months Ended March 31, 2013
 
Beginning
Balance
 
Provisions
 
Charge-offs
 
Recoveries
 
Ending
Balance
Real estate loans:
 
 
 
 
 
 
 
 
 
Residential non-Home Today
$
33,091

 
$
6,084

 
$
(5,264
)
 
$
261

 
$
34,172

Residential Home Today
24,383

 
7,138

 
(3,839
)
 
61

 
27,743

Home equity loans and lines of credit
47,246

 
(3,073
)
 
(6,670
)
 
1,465

 
38,968

Construction
481

 
(149
)
 
(48
)
 
50

 
334

Total real estate loans
105,201

 
10,000

 
(15,821
)
 
1,837

 
101,217

Consumer and other loans

 

 

 

 

Total
$
105,201

 
$
10,000

 
$
(15,821
)
 
$
1,837

 
$
101,217

 
 
 
 
 
 
 
 
 
 
 
For the Three Months Ended March 31, 2012
 
Beginning
Balance
 
Provisions
 
Charge-offs
 
Recoveries
 
Ending
Balance
Real estate loans:
 
 
 
 
 
 
 
 
 
Residential non-Home Today
$
29,227

 
$
8,462

 
$
(7,626
)
 
$
239

 
$
30,302

Residential Home Today
20,092

 
5,814

 
(5,820
)
 
32

 
20,118

Home equity loans and lines of credit
46,435

 
12,204

 
(10,349
)
 
1,041

 
49,331

Construction
1,129

 
520

 
(106
)
 
2

 
1,545

Total real estate loans
96,883

 
27,000

 
(23,901
)
 
1,314

 
101,296

Consumer and other loans

 

 

 

 

Total
$
96,883

 
$
27,000

 
$
(23,901
)
 
$
1,314

 
$
101,296

 
 
 
 
 
 
 
 
 
 

13

Table of Contents


 
For the Six Months Ended March 31, 2013
 
Beginning
Balance
 
Provisions
 
Charge-offs
 
Recoveries
 
Ending
Balance
Real estate loans:
 
 
 
 
 
 
 
 
 
Residential non-Home Today
$
31,618

 
$
11,861

 
$
(9,899
)
 
$
592

 
$
34,172

Residential Home Today
22,588

 
12,376

 
(7,373
)
 
152

 
27,743

Home equity loans and lines of credit
45,508

 
4,186

 
(12,978
)
 
2,252

 
38,968

Construction
750

 
(423
)
 
(53
)
 
60

 
334

Total real estate loans
100,464

 
28,000

 
(30,303
)
 
3,056

 
101,217

Consumer and other loans

 

 

 

 

Total
$
100,464

 
$
28,000

 
$
(30,303
)
 
$
3,056

 
$
101,217

 
For the Six Months Ended March 31, 2012
 
Beginning
Balance
 
Provisions
 
Charge-offs
 
Recoveries
 
Ending
Balance
Real estate loans:
 
 
 
 
 
 
 
 
 
Residential non-Home Today
$
49,484

 
$
15,640

 
$
(35,164
)
 
$
342

 
$
30,302

Residential Home Today
31,025

 
18,717

 
(29,708
)
 
84

 
20,118

Home equity loans and lines of credit
74,071

 
7,307

 
(33,573
)
 
1,526

 
49,331

Construction
2,398

 
336

 
(1,192
)
 
3

 
1,545

Total real estate loans
156,978

 
42,000

 
(99,637
)
 
1,955

 
101,296

Consumer and other loans

 

 

 

 

Total
$
156,978

 
$
42,000

 
$
(99,637
)
 
$
1,955

 
$
101,296


The recorded investment in loan receivables at March 31, 2013 and September 30, 2012 is summarized in the following table. The table provides details of the recorded balances according to the method of evaluation used for determining the allowance for loan losses, distinguishing between determinations made by evaluating individual loans and determinations made by evaluating groups of loans not individually evaluated. Balances of recorded investments are net of deferred fees and any applicable loans-in-process.
 
 
March 31, 2013
 
September 30, 2012
 
 
Individually
 
Collectively
 
Total
 
Individually
 
Collectively
 
Total
Real estate loans:
 
 
 
 
 
 
 
 
 
 
 
 
Residential non-Home Today
 
$
156,407

 
$
7,565,519

 
$
7,721,926

 
$
165,121

 
$
7,754,289

 
$
7,919,410

Residential Home Today
 
86,651

 
103,331

 
189,982

 
95,355

 
109,515

 
204,870

Home equity loans and lines of credit
 
32,836

 
1,976,924

 
2,009,760

 
37,016

 
2,127,712

 
2,164,728

Construction
 
951

 
25,576

 
26,527

 
1,378

 
30,455

 
31,833

Total real estate loans
 
276,845

 
9,671,350

 
9,948,195

 
298,870

 
10,021,971

 
10,320,841

Consumer and other loans
 

 
4,276

 
4,276

 

 
4,612

 
4,612

Total
 
$
276,845

 
$
9,675,626

 
$
9,952,471

 
$
298,870

 
$
10,026,583

 
$
10,325,453


14

Table of Contents


An analysis of the allowance for loan losses at March 31, 2013 and September 30, 2012 is summarized in the following table. The analysis provides details of the allowance for loan losses according to the method of evaluation, distinguishing between allowances for loan losses determined by evaluating individual loans and allowances for loan losses determined by evaluating groups of loans not individually evaluated.
 
 
March 31, 2013
 
September 30, 2012
 
 
Individually
 
Collectively
 
Total
 
Individually
 
Collectively
 
Total
Real estate loans:
 
 
 
 
 
 
 
 
 
 
 
 
Residential non-Home Today
 
$
7,471

 
$
26,701

 
$
34,172

 
$
6,220

 
$
25,398

 
$
31,618

Residential Home Today
 
8,519

 
19,224

 
27,743

 
9,747

 
12,841

 
22,588

Home equity loans and lines of credit
 
1,598

 
37,370

 
38,968

 
3,928

 
41,580

 
45,508

Construction
 
32

 
302

 
334

 
41

 
709

 
750

Total real estate loans
 
17,620

 
83,597

 
101,217

 
19,936

 
80,528

 
100,464

Consumer and other loans
 

 

 

 

 

 

Total
 
$
17,620

 
$
83,597

 
$
101,217

 
$
19,936

 
$
80,528

 
$
100,464

At March 31, 2013 and September 30, 2012, individually evaluated loans that required an allowance were comprised only of loans evaluated for impairment based on the present value of cash flows, such as performing troubled debt restructurings, and loans with a further deterioration in the fair value of collateral not yet identified as uncollectible. All other individually evaluated loans received a charge-off if applicable.
Because many variables are considered in determining the appropriate level of general valuation allowances, directional changes in individual considerations do not always align with the directional change in the balance of a particular component of the general valuation allowance. At March 31, 2013 and September 30, 2012, respectively, allowances on individually reviewed loans evaluated for impairment based on the present value of cash flows, such as performing troubled debt restructurings were $17,160 and $17,720; allowances on performing second liens subordinate to first mortgages delinquent greater than 90 days were $0 and $1,550; and allowances on loans with further deteriorations in the fair value of collateral not yet identified as uncollectible were $460 and $666.
Residential non-Home Today mortgage loans represent the largest portion of the residential real estate portfolio. The Company believes overall credit risk is low based on the nature, composition, collateral, products, lien position and performance of the portfolio. The portfolio does not include loan types or structures that have experienced severe performance problems at other financial institutions (e.g., sub-prime, no documentation or pay option adjustable rate mortgages).
As described earlier in this footnote, Home Today loans have greater credit risk than traditional residential real estate mortgage loans. At March 31, 2013 and September 30, 2012, respectively, approximately 52% and 54% of Home Today loans include private mortgage insurance coverage. The majority of the coverage on these loans was provided by PMI Mortgage Insurance Co. (“PMIC”), which the Arizona Department of Insurance seized in 2011 and indicated that all claims payments would be reduced by 50%. In late March 2013, PMIC notified the Association that all payments would be paid at 55% of the claim with the remainder deferred. Appropriate adjustments have been made to the Association’s affected valuation allowances and charge-offs, and estimated loss severity factors were adjusted accordingly for loans evaluated collectively. The amount of loans in our owned portfolio covered by mortgage insurance provided by PMIC as of March 31, 2013 and September 30, 2012, respectively, was $266,076 and $303,621 of which $240,775 and $273,225 was current. The amount of loans in our owned portfolio covered by mortgage insurance provided by Mortgage Guaranty Insurance Corporation ("MGIC") as of March 31, 2013 and September 30, 2012, respectively, was $104,102 and $118,055 of which $102,451 and $116,132 was current. As of March 31, 2013, MGIC's long-term debt rating, as published by the major credit rating agencies, did not meet the requirements to qualify as "investment grade"; however, MGIC continues to make claims payments in accordance with its contractual obligations and the Association has not increased its estimated loss severity factors related to MGIC's claim paying ability. No other loans were covered by mortgage insurers that were deferring claim payments or which we assessed as being non-investment grade.
Home equity lines of credit represent a significant portion of the residential real estate portfolio. The state of the economy and low housing prices continue to have an adverse impact on this portfolio since the home equity lines generally are in a second lien position. Between June 28, 2010 and March 20, 2012, due to the deterioration in overall housing conditions including concerns for loans and lines in a second lien position, home equity lines of credit and home equity loans were not offered by the Association. Beginning in March, 2012, the Association offered redesigned home equity lines of credit to qualifying existing home equity customers, subject to certain property and credit performance conditions. In February 2013 we

15

Table of Contents


further modified the product design and in April 2013 we extended the offer to both existing home equity customers and new consumers in Ohio, Florida and selected counties in Kentucky.
Construction loans generally have greater credit risk than traditional residential real estate mortgage loans. The repayment of these loans depends upon the sale of the property to third parties or the availability of permanent financing upon completion of all improvements. In the event we make a loan on property that is not yet approved for the planned development, there is the risk that approvals will not be granted or will be delayed. These events may adversely affect the borrower and the collateral value of the property. Construction loans also expose the Association to the risk that improvements will not be completed on time in accordance with specifications and projected costs. In addition, the ultimate sale or rental of the property may not occur as anticipated. Effective August 30, 2011, the Association made the strategic decision to exit the commercial construction loan business and ceased accepting new builder relationships. Builder commitments in place at that time were honored for a limited period, giving our customers the ability to secure new borrowing relationships.
The recorded investment and the unpaid principal balance of impaired loans, including those whose terms have been modified in troubled debt restructurings, as of March 31, 2013 and September 30, 2012 are summarized as follows. Balances of recorded investments are net of deferred fees.
 
 
March 31, 2013
 
September 30, 2012
 
 
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
 
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
With no related allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
Residential non-Home Today
 
$
91,888

 
$
121,694

 
$

 
$
96,227

 
$
126,806

 
$

Residential Home Today
 
34,565

 
68,046

 

 
36,578

 
68,390

 

Home equity loans and lines of credit
 
25,630

 
50,076

 

 
24,397

 
41,974

 

Construction
 
551

 
793

 

 
970

 
1,349

 

Consumer and other loans
 

 

 

 

 

 

Total
 
$
152,634

 
$
240,609

 
$

 
$
158,172

 
$
238,519

 
$

With an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
Residential non-Home Today
 
$
64,519

 
$
66,004

 
$
7,471

 
$
68,894

 
$
70,577

 
$
6,220

Residential Home Today
 
52,086

 
53,156

 
8,519

 
58,777

 
60,104

 
9,747

Home equity loans and lines of credit
 
7,206

 
7,654

 
1,598

 
12,619

 
13,554

 
3,928

Construction
 
400

 
400

 
32

 
408

 
408

 
41

Consumer and other loans
 

 

 

 

 

 

Total
 
$
124,211

 
$
127,214

 
$
17,620

 
$
140,698

 
$
144,643

 
$
19,936

Total impaired loans:
 
 
 
 
 
 
 
 
 
 
 
 
Residential non-Home Today
 
$
156,407

 
$
187,698

 
$
7,471

 
$
165,121

 
$
197,383

 
$
6,220

Residential Home Today
 
86,651

 
121,202

 
8,519

 
95,355

 
128,494

 
9,747

Home equity loans and lines of credit
 
32,836

 
57,730

 
1,598

 
37,016

 
55,528

 
3,928

Construction
 
951

 
1,193

 
32

 
1,378

 
1,757

 
41

Consumer and other loans
 

 

 

 

 

 

Total
 
$
276,845

 
$
367,823