TFSL 06.30.2013 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 June 30, 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 August 1, 2013 there were 309,163,591 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)
 
June 30,
2013
 
September 30,
2012
ASSETS
 
 
 
Cash and due from banks
$
34,401

 
$
38,914

Other interest-earning cash equivalents
262,578

 
269,348

Cash and cash equivalents
296,979

 
308,262

Investment securities:
 
 
 
Available for sale (amortized cost $456,402 and $417,416, respectively)
454,530

 
421,430

Mortgage loans held for sale, at lower of cost or market ($3,017 measured at fair value, September 30, 2012)
4,376

 
124,528

Loans held for investment, net:
 
 
 
Mortgage loans
10,064,307

 
10,339,402

Other loans
4,276

 
4,612

Deferred loan fees, net
(14,810
)
 
(18,561
)
Allowance for loan losses
(96,524
)
 
(100,464
)
Loans, net
9,957,249

 
10,224,989

Mortgage loan servicing assets, net
15,272

 
19,613

Federal Home Loan Bank stock, at cost
35,620

 
35,620

Real estate owned
20,354

 
19,647

Premises, equipment, and software, net
58,644

 
61,150

Accrued interest receivable
31,576

 
34,887

Bank owned life insurance contracts
182,058

 
177,279

Other assets
79,882

 
90,720

TOTAL ASSETS
$
11,136,540

 
$
11,518,125

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Deposits
$
8,630,530

 
$
8,981,419

Borrowed funds
475,062

 
488,191

Borrowers’ advances for insurance and taxes
47,527

 
67,864

Principal, interest, and related escrow owed on loans serviced
78,940

 
127,539

Accrued expenses and other liabilities
52,550

 
46,262

Total liabilities
9,284,609

 
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; 309,159,425 and 309,009,393 outstanding at June 30, 2013 and September 30, 2012, respectively
3,323

 
3,323

Paid-in capital
1,695,360

 
1,691,884

Treasury stock, at cost; 23,159,325 and 23,309,357 shares at June 30, 2013 and September 30, 2012, respectively
(279,090
)
 
(280,937
)
Unallocated ESOP shares
(71,501
)
 
(74,751
)
Retained earnings—substantially restricted
513,311

 
473,247

Accumulated other comprehensive loss
(9,472
)
 
(5,916
)
Total shareholders’ equity
1,851,931

 
1,806,850

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
11,136,540

 
$
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 Nine Months Ended
 
June 30,
 
June 30,
 
2013
 
2012
 
2013
 
2012
INTEREST AND DIVIDEND INCOME:
 
 
 
 
 
 
 
Loans, including fees
$
92,399

 
$
102,143

 
$
286,329

 
$
308,046

Investment securities available for sale
1,260

 
543

 
3,452

 
613

Investment securities held to maturity

 
973

 

 
4,245

Other interest and dividend earning assets
545

 
566

 
1,646

 
1,674

Total interest and dividend income
94,204

 
104,225

 
291,427

 
314,578

INTEREST EXPENSE:
 
 
 
 
 
 
 
Deposits
27,049

 
37,704

 
86,214

 
116,800

Borrowed funds
1,027

 
657

 
2,739

 
1,874

Total interest expense
28,076

 
38,361

 
88,953

 
118,674

NET INTEREST INCOME
66,128

 
65,864

 
202,474

 
195,904

PROVISION FOR LOAN LOSSES
5,000

 
31,000

 
33,000

 
73,000

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
61,128

 
34,864

 
169,474

 
122,904

NON-INTEREST INCOME:
 
 
 
 
 
 
 
Fees and service charges, net of amortization
2,141

 
2,960

 
6,590

 
9,057

Net gain on the sale of loans
3,978

 

 
8,257

 

Increase in and death benefits from bank owned life insurance contracts
1,611

 
1,607

 
4,793

 
4,829

Other
1,094

 
1,744

 
3,537

 
4,545

Total non-interest income
8,824

 
6,311

 
23,177

 
18,431

NON-INTEREST EXPENSE:
 
 
 
 
 
 
 
Salaries and employee benefits
21,929

 
18,375

 
64,356

 
59,809

Marketing services
3,219

 
2,376

 
9,471

 
7,130

Office property, equipment and software
5,004

 
5,392

 
15,318

 
15,463

Federal insurance premium and assessments
2,878

 
3,390

 
9,835

 
10,779

State franchise tax
1,564

 
1,672

 
4,976

 
4,377

Real estate owned expense, net
2,087

 
2,424

 
4,768

 
6,431

Appraisal and other loan review expenses
725

 
322

 
2,510

 
2,475

Other operating expenses
8,860

 
6,791

 
22,795

 
20,077

Total non-interest expense
46,266

 
40,742

 
134,029

 
126,541

INCOME BEFORE INCOME TAXES
23,686

 
433

 
58,622

 
14,794

INCOME TAX EXPENSE (BENEFIT)
7,439

 
(459
)
 
18,432

 
4,421

NET INCOME
$
16,247

 
$
892

 
$
40,190

 
$
10,373

Earnings per share—basic and diluted
$
0.05

 
$
0.00

 
$
0.13

 
$
0.03

Weighted average shares outstanding
 
 
 
 
 
 
 
Basic
301,913,844

 
301,274,602

 
301,746,918

 
301,157,535

Diluted
302,926,219

 
301,936,577

 
302,587,159

 
301,681,201


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 Nine Months Ended
 
June 30,
 
June 30,
 
2013
 
2012
 
2013
 
2012
Net income
$
16,247

 
$
892

 
$
40,190

 
$
10,373

Other comprehensive (loss) income, net of tax
 
 
 
 
 
 
 
Change in net unrealized (losses) gains on securities available for sale
(2,903
)
 
1,951

 
(3,827
)
 
1,931

Change in pension obligation
91

 
37

 
271

 
10,694

Total other comprehensive (loss) income
(2,812
)
 
1,988

 
(3,556
)
 
12,625

Total comprehensive income
$
13,435

 
$
2,880

 
$
36,634

 
$
22,998

See accompanying notes to unaudited interim consolidated financial statements.


5

Table of Contents


TFS FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (unaudited)
Nine Months Ended June 30, 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
 

 

 

 

 
10,373

 

 
10,373

Other comprehensive income, net of tax
 

 

 

 

 

 
12,625

 
12,625

ESOP shares allocated or committed to be released
 

 
(235
)
 

 
3,250

 

 

 
3,015

Compensation costs for stock-based plans
 

 
5,503

 

 

 

 

 
5,503

Treasury stock allocated to restricted stock plan
 

 
(340
)
 
364

 

 
(24
)
 

 

Balance at June 30, 2012
 
$
3,323

 
$
1,691,144

 
$
(281,726
)
 
$
(75,834
)
 
$
472,185

 
$
(3,652
)
 
$
1,805,440

Balance at September 30, 2012
 
$
3,323

 
$
1,691,884

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

 
$
(5,916
)
 
$
1,806,850

Net income
 

 

 

 

 
40,190

 

 
40,190

Other comprehensive loss, net of tax
 

 

 

 

 

 
(3,556
)
 
(3,556
)
ESOP shares allocated or committed to be released
 

 
2

 

 
3,250

 

 

 
3,252

Compensation costs for stock-based plans
 

 
5,090

 

 

 

 

 
5,090

Treasury stock allocated to restricted stock plan
 

 
(1,616
)
 
1,847

 

 
(126
)
 

 
105

Balance at June 30, 2013
 
$
3,323

 
$
1,695,360

 
$
(279,090
)
 
$
(71,501
)
 
$
513,311

 
$
(9,472
)
 
$
1,851,931

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 Nine Months Ended
 
 
June 30,
 
 
2013
 
2012
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
Net income
 
$
40,190

 
$
10,373

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
ESOP and stock-based compensation expense
 
8,447

 
8,518

Depreciation and amortization
 
17,318

 
14,397

Deferred income tax expense
 
(564
)
 
(500
)
Provision for loan losses
 
33,000

 
73,000

Net gain on the sale of loans
 
(8,257
)
 

Other net (gains) losses
 
(612
)
 
1,720

Principal repayments on and proceeds from sales of loans held for sale
 
59,796

 
12,766

Loans originated for sale
 
(51,319
)
 

Increase in bank owned life insurance contracts
 
(4,802
)
 
(4,822
)
Net decrease (increase) in interest receivable and other assets
 
16,074

 
(9,317
)
Net increase (decrease) in accrued expenses and other liabilities
 
6,948

 
(1,388
)
Other
 
353

 
557

Net cash provided by operating activities
 
116,572

 
105,304

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
Loans originated
 
(1,737,217
)
 
(2,299,916
)
Principal repayments on loans
 
1,787,026

 
1,591,983

Proceeds from principal repayments and maturities of:
 
 
 
 
Securities available for sale
 
161,664

 
19,495

Securities held to maturity
 

 
139,533

Proceeds from sale of:
 
 
 
 
Loans
 
282,353

 

Real estate owned
 
19,116

 
16,950

Purchases of:
 
 
 
 
Securities available for sale
 
(206,000
)
 
(41,919
)
Securities held to maturity
 

 
(93,509
)
Premises and equipment
 
(1,727
)
 
(2,755
)
Other
 
(116
)
 
(35
)
Net cash provided by (used in) investing activities
 
305,099

 
(670,173
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
Net (decrease) increase in deposits
 
(350,889
)
 
241,239

Net decrease in borrowers’ advances for insurance and taxes
 
(20,337
)
 
(25,421
)
Net decrease in principal and interest owed on loans serviced
 
(48,599
)
 
(57,320
)
Net (decrease) increase in short term borrowed funds
 
(204,836
)
 
427,877

Proceeds from long term borrowed funds
 
200,000

 
5,000

Repayment of long term borrowed funds
 
(8,293
)
 
(3,000
)
Net cash (used in) provided by financing activities
 
(432,954
)
 
588,375

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
 
(11,283
)
 
23,506

CASH AND CASH EQUIVALENTS—Beginning of period
 
308,262

 
294,846

CASH AND CASH EQUIVALENTS—End of period
 
$
296,979

 
$
318,352

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 
 
 
 
Cash paid for interest on deposits
 
$
86,519

 
$
117,280

Cash paid for interest on borrowed funds
 
2,575

 
1,874

Cash paid for income taxes
 
15,200

 
15,694

SUPPLEMENTAL SCHEDULES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
 
 
 
 
Transfer of loans to real estate owned
 
18,835

 
17,191

Transfer of loans from held for sale to held for investment
 
154,913

 

Transfer of loans from held for investment to held for sale
 
337,009

 
245,920

Transfer of investments from held to maturity to available for sale
 

 
343,687

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, to a much lesser extent other financial services. On June 30, 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 June 30, 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 June 30, 2013 and 2012, respectively, the ESOP held 7,150,105 and 7,583,445 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 June 30,
 
 
2013
 
2012
 
 
Income
 
Shares
 
Per share
amount
 
Income
 
Shares
 
Per share
amount
 
 
(Dollars in thousands, except per share data)
Net income
 
$
16,247

 
 
 
 
 
$
892

 
 
 
 
Less: income allocated to restricted stock units
 
82

 
 
 
 
 
5

 
 
 
 
Basic earnings per share:
 
 
 
 
 
 
 
 
 
 
 
 
Income available to common shareholders
 
$
16,165

 
301,913,844

 
$
0.05

 
$
887

 
301,274,602

 
$
0.00

Diluted earnings per share:
 
 
 
 
 
 
 
 
 
 
 
 
Effect of dilutive potential common shares
 
 
 
1,012,375

 
 
 
 
 
661,975

 
 
Income available to common shareholders
 
$
16,165

 
302,926,219

 
$
0.05

 
$
887

 
301,936,577

 
$
0.00

 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
For the Nine Months Ended June 30,
 
 
2013
 
2012
 
 
Income
 
Shares
 
Per share
amount
 
Income
 
Shares
 
Per share
amount
 
 
(Dollars in thousands, except per share data)
Net income
 
$
40,190

 
 
 
 
 
$
10,373

 
 
 
 
Less: income allocated to restricted stock units
 
209

 
 
 
 
 
55

 
 
 
 
Basic earnings per share:
 
 
 
 
 
 
 
 
 
 
 
 
Income available to common shareholders
 
$
39,981

 
301,746,918

 
$
0.13

 
$
10,318

 
301,157,535

 
$
0.03

Diluted earnings per share:
 
 
 
 
 
 
 
 
 
 
 
 
Effect of dilutive potential common shares
 
 
 
840,241

 
 
 
 
 
523,666

 
 
Income available to common shareholders
 
$
39,981

 
302,587,159

 
$
0.13

 
$
10,318

 
301,681,201

 
$
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 June 30,
 
For the Nine Months Ended June 30,
 
2013
 
2012
 
2013
 
2012
Options to purchase shares
5,259,516

 
6,217,925

 
6,333,116

 
6,217,925

Restricted stock units
20,000

 
30,000

 
20,000

 
76,500


9

Table of Contents


3.
INVESTMENT SECURITIES
Investments available for sale are summarized as follows:
 
 
June 30, 2013
 
 
Amortized
Cost
 
Gross
Unrealized
 
Fair
Value
 
 
Gains
 
Losses
 
U.S. government and agency obligations
 
$
2,000

 
$
37

 
$

 
$
2,037

Freddie Mac certificates
 
902

 
58

 

 
960

Ginnie Mae certificates
 
13,129

 
441

 

 
13,570

Real estate mortgage investment conduits (REMICs)
 
421,856

 
1,601

 
(4,387
)
 
419,070

Fannie Mae certificates
 
11,648

 
777

 
(399
)
 
12,026

Money market accounts
 
6,867

 

 

 
6,867

Total
 
$
456,402

 
$
2,914

 
$
(4,786
)
 
$
454,530

    
 
 
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 June 30, 2013 and September 30, 2012, were as follows:
 
June 30, 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
$
230,917

 
$
4,168

 
$
23,245

 
$
219

 
$
254,162

 
$
4,387

Fannie Mae certificates
4,741

 
399

 

 

 
4,741

 
399

Total
$
235,658

 
$
4,567

 
$
23,245

 
$
219

 
$
258,903

 
$
4,786

 
 
 
 
 
 
 
 
 
 
 
 
 
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

 
 
 
 
 
 
 
 
 
 
 
 

10

Table of Contents


4.
LOANS AND ALLOWANCE FOR LOAN LOSSES
Loans held for investment consist of the following:
 
 
June 30,
2013
 
September 30,
2012
Real estate loans:
 
 
 
 
Residential non-Home Today
 
$
7,924,210

 
$
7,943,165

Residential Home Today
 
186,543

 
208,325

Home equity loans and lines of credit
 
1,926,483

 
2,155,496

Construction
 
60,630

 
69,152

Real estate loans
 
10,097,866

 
10,376,138

Consumer and other loans
 
4,276

 
4,612

Less:
 
 
 
 
Deferred loan fees—net
 
(14,810
)
 
(18,561
)
Loans-in-process (“LIP”)
 
(33,559
)
 
(36,736
)
Allowance for loan losses
 
(96,524
)
 
(100,464
)
Loans held for investment, net
 
$
9,957,249

 
$
10,224,989

At June 30, 2013 and September 30, 2012, respectively, $4,376 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 June 30, 2013 and September 30, 2012, the percentages of residential real estate loans held in Ohio were 75% and 77%, and the percentages held in Florida were 18% and 17%, respectively. As of both June 30, 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 June 30, 2013 and September 30, 2012, the principal balance of Home Today loans originated prior to March 27, 2009 was $182,870 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.

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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.
 
June 30,
2013
 
September 30,
2012
Real estate loans:
 
 
 
Residential non-Home Today
$
94,252

 
$
105,780

Residential Home Today
34,923

 
41,087

Home equity loans and lines of credit
29,559

 
35,316

Construction
198

 
377

Total real estate loans
158,932

 
182,560

Consumer and other loans

 

Total non-accrual loans
$
158,932

 
$
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 June 30, 2013 and September 30, 2012, respectively, the recorded investment in non-accrual loans includes $47,946 and $47,742 in troubled debt restructurings which are current according to the terms of their agreement, of which $30,350 and $30,631 are performing loans in Chapter 7 bankruptcy status where all borrowers have been discharged of their obligations. Additionally, at June 30, 2013 and September 30, 2012, the recorded investment in non-accrual status loans includes $5,279 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 obligations. 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 June 30, 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
June 30, 2013
 
 
 
 
 
 
 
 
 
 
 
Real estate loans:
 
 
 
 
 
 
 
 
 
 
 
Residential non-Home Today
$
10,436

 
$
7,619

 
$
63,216

 
$
81,271

 
$
7,823,346

 
$
7,904,617

Residential Home Today
8,630

 
3,737

 
20,222

 
32,589

 
150,924

 
183,513

Home equity loans and lines of credit
5,555

 
3,295

 
13,107

 
21,957

 
1,911,963

 
1,933,920

Construction
143

 

 
198

 
341

 
27,106

 
27,447

Total real estate loans
24,764

 
14,651

 
96,743

 
136,158

 
9,913,339

 
10,049,497

Consumer and other loans

 

 

 

 
4,276

 
4,276

Total
$
24,764

 
$
14,651

 
$
96,743

 
$
136,158

 
$
9,917,615

 
$
10,053,773


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 nine months ended June 30, 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 nine months ended June 30, 2012; however, reported loan charge-offs during the nine months ended June 30, 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 June 30, 2013
 
Beginning
Balance
 
Provisions
 
Charge-offs
 
Recoveries
 
Ending
Balance
Real estate loans:
 
 
 
 
 
 
 
 
 
Residential non-Home Today
$
34,172

 
$
2,842

 
$
(4,304
)
 
$
609

 
$
33,319

Residential Home Today
27,743

 
791

 
(2,332
)
 
444

 
26,646

Home equity loans and lines of credit
38,968

 
1,462

 
(5,819
)
 
1,774

 
36,385

Construction
334

 
(95
)
 
(68
)
 
3

 
174

Total real estate loans
101,217

 
5,000

 
(12,523
)
 
2,830

 
96,524

Consumer and other loans

 

 

 

 

Total
$
101,217

 
$
5,000

 
$
(12,523
)
 
$
2,830

 
$
96,524

 
 
 
 
 
 
 
 
 
 
 
For the Three Months Ended June 30, 2012
 
Beginning
Balance
 
Provisions
 
Charge-offs
 
Recoveries
 
Ending
Balance
Real estate loans:
 
 
 
 
 
 
 
 
 
Residential non-Home Today
$
30,302

 
$
12,897

 
$
(9,401
)
 
$
265

 
$
34,063

Residential Home Today
20,118

 
7,678

 
(5,188
)
 
10

 
22,618

Home equity loans and lines of credit
49,331

 
11,148

 
(11,194
)
 
662

 
49,947

Construction
1,545

 
(723
)
 
(76
)
 

 
746

Total real estate loans
101,296

 
31,000

 
(25,859
)
 
937

 
107,374

Consumer and other loans

 

 

 

 

Total
$
101,296

 
$
31,000

 
$
(25,859
)
 
$
937

 
$
107,374

 
 
 
 
 
 
 
 
 
 

13

Table of Contents


 
For the Nine Months Ended June 30, 2013
 
Beginning
Balance
 
Provisions
 
Charge-offs
 
Recoveries
 
Ending
Balance
Real estate loans:
 
 
 
 
 
 
 
 
 
Residential non-Home Today
$
31,618

 
$
14,703

 
$
(14,203
)
 
$
1,201

 
$
33,319

Residential Home Today
22,588

 
13,167

 
(9,705
)
 
596

 
26,646

Home equity loans and lines of credit
45,508

 
5,648

 
(18,797
)
 
4,026

 
36,385

Construction
750

 
(518
)
 
(121
)
 
63

 
174

Total real estate loans
100,464

 
33,000

 
(42,826
)
 
5,886

 
96,524

Consumer and other loans

 

 

 

 

Total
$
100,464

 
$
33,000

 
$
(42,826
)
 
$
5,886

 
$
96,524

 
For the Nine Months Ended June 30, 2012
 
Beginning
Balance
 
Provisions
 
Charge-offs
 
Recoveries
 
Ending
Balance
Real estate loans:
 
 
 
 
 
 
 
 
 
Residential non-Home Today
$
49,484

 
$
28,537

 
$
(44,565
)
 
$
607

 
$
34,063

Residential Home Today
31,025

 
26,395

 
(34,896
)
 
94

 
22,618

Home equity loans and lines of credit
74,071

 
18,455

 
(44,767
)
 
2,188

 
49,947

Construction
2,398

 
(387
)
 
(1,268
)
 
3

 
746

Total real estate loans
156,978

 
73,000

 
(125,496
)
 
2,892

 
107,374

Consumer and other loans

 

 

 

 

Total
$
156,978

 
$
73,000

 
$
(125,496
)
 
$
2,892

 
$
107,374


The recorded investment in loan receivables at June 30, 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.
 
 
June 30, 2013
 
September 30, 2012
 
 
Individually
 
Collectively
 
Total
 
Individually
 
Collectively
 
Total
Real estate loans:
 
 
 
 
 
 
 
 
 
 
 
 
Residential non-Home Today
 
$
153,249

 
$
7,751,368

 
$
7,904,617

 
$
165,121

 
$
7,754,289

 
$
7,919,410

Residential Home Today
 
83,382

 
100,131

 
183,513

 
95,355

 
109,515

 
204,870

Home equity loans and lines of credit
 
32,503

 
1,901,417

 
1,933,920

 
37,016

 
2,127,712

 
2,164,728

Construction
 
753

 
26,694

 
27,447

 
1,378

 
30,455

 
31,833

Total real estate loans
 
269,887

 
9,779,610

 
10,049,497

 
298,870

 
10,021,971

 
10,320,841

Consumer and other loans
 

 
4,276

 
4,276

 

 
4,612

 
4,612

Total
 
$
269,887

 
$
9,783,886

 
$
10,053,773

 
$
298,870

 
$
10,026,583

 
$
10,325,453


14

Table of Contents


An analysis of the allowance for loan losses at June 30, 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.
 
 
June 30, 2013
 
September 30, 2012
 
 
Individually
 
Collectively
 
Total
 
Individually
 
Collectively
 
Total
Real estate loans:
 
 
 
 
 
 
 
 
 
 
 
 
Residential non-Home Today
 
$
7,565

 
$
25,754

 
$
33,319

 
$
6,220

 
$
25,398

 
$
31,618

Residential Home Today
 
8,536

 
18,110

 
26,646

 
9,747

 
12,841

 
22,588

Home equity loans and lines of credit
 
1,181

 
35,204

 
36,385

 
3,928

 
41,580

 
45,508

Construction
 
6

 
168

 
174

 
41

 
709

 
750

Total real estate loans
 
17,288

 
79,236

 
96,524

 
19,936

 
80,528

 
100,464

Consumer and other loans
 

 

 

 

 

 

Total
 
$
17,288

 
$
79,236

 
$
96,524

 
$
19,936

 
$
80,528

 
$
100,464

At June 30, 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 June 30, 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 $16,987 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 $301 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 June 30, 2013 and September 30, 2012, respectively, approximately 51% 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 June 30, 2013 and September 30, 2012, respectively, was $249,704 and $303,621 of which $227,052 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 June 30, 2013 and September 30, 2012, respectively, was $96,874 and $118,055 of which $95,739 and $116,132 was current. As of June 30, 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 were 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 the Association further modified the product design and in April 2013 extended the offer to both existing home equity customers and new consumers in Ohio, Florida and selected counties in Kentucky.

15

Table of Contents


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 the Association makes 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 reported as troubled debt restructurings, as of June 30, 2013 and September 30, 2012 are summarized as follows. Balances of recorded investments are net of deferred fees.
 
 
June 30, 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
 
$
88,699

 
$
118,830

 
$

 
$
96,227

 
$
126,806

 
$

Residential Home Today
 
33,153

 
66,315

 

 
36,578

 
68,390

 

Home equity loans and lines of credit
 
25,477

 
53,815

 

 
24,397

 
41,974

 

Construction
 
687

 
943

 

 
970

 
1,349

 

Consumer and other loans
 

 

 

 

 

 

Total
 
$
148,016

 
$
239,903

 
$

 
$
158,172

 
$
238,519

 
$

With an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
Residential non-Home Today
 
$
64,550

 
$
66,019

 
$
7,565

 
$
68,894

 
$
70,577

 
$
6,220

Residential Home Today
 
50,229

 
51,207

 
8,536

 
58,777

 
60,104

 
9,747

Home equity loans and lines of credit
 
7,026

 
7,215

 
1,181

 
12,619

 
13,554

 
3,928

Construction
 
66

 
66

 
6

 
408

 
408

 
41

Consumer and other loans
 

 

 

 

 

 

Total
 
$
121,871

 
$
124,507

 
$
17,288

 
$
140,698

 
$
144,643

 
$
19,936

Total impaired loans:
 
 
 
 
 
 
 
 
 
 
 
 
Residential non-Home Today
 
$
153,249

 
$
184,849

 
$
7,565

 
$
165,121

 
$
197,383

 
$
6,220

Residential Home Today
 
83,382

 
117,522

 
8,536

 
95,355

 
128,494

 
9,747

Home equity loans and lines of credit
 
32,503

 
61,030

 
1,181

 
37,016

 
55,528

 
3,928

Construction