(Mark One) | (Amendment No. 1) |
[X]
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the quarterly period ended …………………………………….... September
30, 2007
|
[
]
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the transition period from ________________ to
_________________
|
|
Commission
File Number 000-28304
|
|
PROVIDENT FINANCIAL
HOLDINGS, INC.
|
|
(Exact
name of registrant as specified in its
charter)
|
Delaware |
33-0704889
|
(State or other jurisdiction of |
(I.R.S.
Employer
|
incorporation or organization) |
Identification No.)
|
Large accelerated filer [ ] |
Accelerated
filer [X]
|
Non-accelerated
filer [ ]
|
Title
of class:
|
As
of November 5, 2007
|
Common stock, $ 0.01 par value,
per share
|
6,218,510
shares*
|
|
*
Includes 80,567 shares held by the Employee Stock Ownership Plan that have
not been released, committed to be released, or allocated to participant
accounts.
|
PART
1 -
|
FINANCIAL
INFORMATION
|
||
ITEM
1 -
|
Financial
Statements. The Unaudited Interim Condensed Consolidated
Financial Statements of Provident Financial Holdings, Inc. filed as a part
of the report are as follows:
|
||
Condensed
Consolidated Statements of Financial Condition (as
restated)
|
|||
as
of September 30, 2007 and June 30, 2007
|
1
|
||
Condensed
Consolidated Statements of Operations (as restated)
|
|||
for
the Quarters ended September 30, 2007 and 2006
|
2
|
||
Condensed
Consolidated Statements of Stockholders’ Equity (as
restated)
|
|||
for
the Quarters ended September 30, 2007 and 2006
|
3
|
||
Condensed
Consolidated Statements of Cash Flows (as restated)
|
|||
for
the Three Months ended September 30, 2007 and 2006
|
4
|
||
Notes
to Unaudited Interim Condensed Consolidated Financial Statements
|
5
|
||
ITEM
2 -
|
Management’s
Discussion and Analysis of Financial Condition and Results
of
|
||
Operations:
|
|||
General
|
11
|
||
Safe
Harbor Statement
|
12
|
||
Critical
Accounting Policies
|
13
|
||
Executive
Summary and Operating Strategy
|
13
|
||
Off-Balance
Sheet Financing Arrangements and Contractual Obligations
|
14
|
||
Comparison
of Financial Condition at September 30, 2007 and June 30, 2007
|
15
|
||
Comparison
of Operating Results
|
|||
for
the Quarters ended September 30, 2007 and 2006
|
16
|
||
Asset
Quality
|
21
|
||
Loan
Volume Activities
|
23
|
||
Liquidity
and Capital Resources
|
24
|
||
Commitments
and Derivative Financial Instruments
|
25
|
||
Stockholders’
Equity
|
25
|
||
Incentive
Plans
|
26
|
||
Equity
Incentive Plan
|
|||
Stock
Option Plans
|
|||
Management
Recognition Plan
|
|||
Supplemental
Information
|
29
|
||
ITEM
4 -
|
Controls and Procedures |
29
|
|
PART
II -
|
OTHER
INFORMATION
|
||
ITEM
6 -
|
Exhibits
|
30
|
|
SIGNATURES
|
32
|
||
September
30,
|
June
30,
|
|||||||
2007
(As
Restated –
See
Note 1)
|
2007
(As
Restated –
See
Note 1)
|
|||||||
Assets
|
||||||||
Cash
and due from banks
|
$ | 9,947 | $ | 11,024 | ||||
Federal
funds sold
|
4,300 | 1,800 | ||||||
Cash
and cash equivalents
|
14,247 | 12,824 | ||||||
Investment
securities – held to maturity
|
||||||||
(fair
value $8,935 and $18,837, respectively)
|
9,001 | 19,001 | ||||||
Investment
securities – available for sale, at fair value
|
135,107 | 131,842 | ||||||
Loans
held for investment, net of allowance for loan losses of
|
||||||||
$15,599
and $14,845, respectively
|
1,366,792 | 1,350,696 | ||||||
Loans
held for sale, at lower of cost or market
|
4,042 | 1,337 | ||||||
Receivable
from sale of loans
|
17,591 | 60,513 | ||||||
Accrued
interest receivable
|
7,442 | 7,235 | ||||||
Real
estate owned, net
|
5,567 | 3,804 | ||||||
Federal
Home Loan Bank (“FHLB”) – San Francisco stock
|
30,754 | 43,832 | ||||||
Premises
and equipment, net
|
6,969 | 7,123 | ||||||
Prepaid
expenses and other assets
|
8,801 | 10,716 | ||||||
Total
assets
|
$ | 1,606,313 | $ | 1,648,923 | ||||
Liabilities
and Stockholders’ Equity
|
||||||||
Liabilities:
|
||||||||
Non
interest-bearing deposits
|
$ | 41,556 | $ | 45,112 | ||||
Interest-bearing
deposits
|
970,615 | 956,285 | ||||||
Total
deposits
|
1,012,171 | 1,001,397 | ||||||
Borrowings
|
452,764 | 502,774 | ||||||
Accounts
payable, accrued interest and other liabilities
|
15,406 | 15,955 | ||||||
Total
liabilities
|
1,480,341 | 1,520,126 | ||||||
Commitments
and Contingencies
|
||||||||
Stockholders’
equity:
|
||||||||
Preferred
stock, $.01 par value (2,000,000 shares authorized;
none
issued and outstanding)
|
||||||||
- | - | |||||||
Common
stock, $.01 par value (15,000,000 shares authorized;
12,435,865
and 12,428,365 shares issued, respectively;
6,232,803
and 6,376,945 shares outstanding, respectively)
|
||||||||
124 | 124 | |||||||
Additional
paid-in capital
|
73,627 | 72,935 | ||||||
Retained
earnings
|
145,659 | 146,194 | ||||||
Treasury
stock at cost (6,203,062 and 6,051,420 shares,
respectively)
|
||||||||
(94,097 | ) | (90,694 | ) | |||||
Unearned
stock compensation
|
(358 | ) | (455 | ) | ||||
Accumulated
other comprehensive income, net of tax
|
1,017 | 693 | ||||||
Total
stockholders’ equity
|
125,972 | 128,797 | ||||||
Total
liabilities and stockholders’ equity
|
$ | 1,606,313 | $ | 1,648,923 |
PROVIDENT
FINANCIAL HOLDINGS, INC.
Condensed
Consolidated Statements of Operations
(Unaudited)
In
Thousands, Except Per Share Information
|
||||
Quarters
Ended
September
30,
|
||||
2007
(As
Restated –
See
Note 1)
|
2006
(As
Restated –
See
Note 1)
|
|||
Interest
income:
|
||||
Loans
receivable, net
|
$
21,514
|
$
21,958
|
||
Investment
securities
|
1,744
|
1,696
|
||
FHLB
– San Francisco stock
|
469
|
514
|
||
Interest-earning
deposits
|
9
|
19
|
||
Total
interest income
|
23,736
|
24,187
|
||
Interest
expense:
|
||||
Checking
and money market deposits
|
425
|
353
|
||
Savings
deposits
|
787
|
644
|
||
Time
deposits
|
8,058
|
5,827
|
||
Borrowings
|
5,093
|
6,624
|
||
Total
interest expense
|
14,363
|
13,448
|
||
Net
interest income, before provision for loan losses
|
9,373
|
10,739
|
||
Provision
for loan losses
|
1,519
|
637
|
||
Net
interest income, after provision for loan losses
|
7,854
|
10,102
|
||
Non-interest
income:
|
||||
Loan
servicing and other fees
|
491
|
476
|
||
Gain
on sale of loans, net
|
122
|
3,492
|
||
Deposit
account fees
|
658
|
522
|
||
Gain
on sale of real estate, net
|
61
|
2,313
|
||
Other
|
43
|
591
|
||
Total
non-interest income
|
1,375
|
7,394
|
||
Non-interest
expense:
|
||||
Salaries
and employee benefits
|
5,124
|
5,648
|
||
Premises
and occupancy
|
707
|
784
|
||
Equipment
|
400
|
393
|
||
Professional
expenses
|
319
|
264
|
||
Sales
and marketing expenses
|
173
|
261
|
||
Other
|
1,045
|
1,099
|
||
Total
non-interest expense
|
7,768
|
8,449
|
||
Income
before income taxes
|
1,461
|
9,047
|
||
Provision
for income taxes
|
849
|
4,021
|
||
Net
income
|
$ 612
|
$ 5,026
|
||
Basic
earnings per share
|
$ 0.10
|
$ 0.74
|
||
Diluted
earnings per share
|
$ 0.10
|
$ 0.73
|
||
Cash
dividends per share
|
$ 0.18
|
$ 0.15
|
Common
Stock
|
Additional
Paid-In
|
Retained
|
Treasury
|
Unearned
Stock
|
Accumulated
Other
Compre-
hensive
|
|||||||||||
Shares
|
Amount
|
Capital
|
Earnings
|
Stock
|
Compensation
|
Income
|
Total
|
|||||||||
Balance
at July 1, 2007, as previously reported
|
6,376,945
|
$
124
|
$
69,456
|
$
149,523
|
$
(90,694
|
)
|
$ (
175
|
)
|
$ 693
|
$
128,927
|
||||||
Adjustments
to opening stockholders’ equity
|
-
|
-
|
3,479
|
(3,329
|
)
|
-
|
(280
|
)
|
-
|
(130
|
)
|
|||||
Balance
at July 1, 2007, as restated
|
6,376,945
|
124
|
72,935
|
146,194
|
(90,694
|
)
|
(
455
|
)
|
693
|
128,797
|
||||||
Comprehensive
income:
|
||||||||||||||||
Net
income (1)
|
612
|
612
|
||||||||||||||
Unrealized
holding gain on securities
available
for sale,
|
||||||||||||||||
net
of tax expense of $235
|
324
|
324
|
||||||||||||||
Total
comprehensive income (1)
|
936
|
|||||||||||||||
Purchase
of treasury stock (2)
|
(151,642
|
)
|
(3,396
|
)
|
(3,396
|
)
|
||||||||||
Exercise
of stock options
|
7,500
|
-
|
69
|
69
|
||||||||||||
Amortization
of restricted stock
|
68
|
68
|
||||||||||||||
Awards
of restricted stock
|
(45
|
)
|
45
|
-
|
||||||||||||
Forfeiture
of restricted stock
|
52
|
(52
|
)
|
-
|
||||||||||||
Stock
options expense
|
140
|
140
|
||||||||||||||
Tax
benefit from non-qualified equity
|
||||||||||||||||
compensation
|
6
|
6
|
||||||||||||||
Allocation
of contributions to ESOP (1) (3)
|
402
|
97
|
499
|
|||||||||||||
Cash
dividends
|
(1,147
|
)
|
(1,147
|
)
|
||||||||||||
Balance
at September 30, 2007
|
6,232,803
|
$
124
|
$
73,627
|
$
145,659
|
$
(94,097
|
)
|
$ (
358
|
)
|
$
1,017
|
$
125,972
|
(1)
|
As
restated, see Note 1.
|
(2)
|
Includes
the repurchase of 930 shares of distributed restricted
stock.
|
(3)
|
Employee
Stock Ownership Plan (“ESOP”).
|
Common
Stock
|
Additional
Paid-In
|
Retained
|
Treasury
|
Unearned
Stock
|
Accumulated
Other
Compre-
hensive
(Loss)
|
||||||||||
Shares
|
Amount
|
Capital
|
Earnings
|
Stock
|
Compensation
|
Income
|
Total
|
||||||||
Balance
at July 1, 2006, as previously reported
|
6,991,842
|
$
124
|
$
66,798
|
$
142,867
|
$
(72,524
|
)
|
$ (
644
|
)
|
$
(411
|
)
|
$
136,210
|
||||
Adjustments
to opening stockholders’ equity
|
-
|
-
|
2,642
|
(2,494
|
)
|
-
|
(210
|
)
|
-
|
(62
|
)
|
||||
Balance
at July 1, 2006, as restated
|
6,991,842
|
124
|
69,440
|
140,373
|
(72,524
|
)
|
(
854
|
)
|
(411
|
)
|
136,148
|
||||
Comprehensive
income:
|
|||||||||||||||
Net
income (1)
|
5,026
|
5,026
|
|||||||||||||
Unrealized
holding gain on
securities
available for sale,
|
|||||||||||||||
net
of tax expense of $446
|
615
|
615
|
|||||||||||||
Total
comprehensive income (1)
|
5,641
|
||||||||||||||
Purchase
of treasury stock
|
(111,997
|
)
|
(3,398
|
)
|
(3,398
|
)
|
|||||||||
Exercise
of stock options
|
6,500
|
-
|
154
|
154
|
|||||||||||
Amortization
of restricted stock
|
18
|
18
|
|||||||||||||
Stock
options expense
|
33
|
33
|
|||||||||||||
Tax
benefit from non-qualified equity
|
|||||||||||||||
compensation
|
23
|
23
|
|||||||||||||
Allocation
of contributions to ESOP (1)
|
626
|
102
|
728
|
||||||||||||
Cash
dividends
|
(1,043
|
)
|
(1,043
|
)
|
|||||||||||
Balance
at September 30, 2006
|
6,886,345
|
$
124
|
$
70,294
|
$
144,356
|
$
(75,922
|
)
|
$ (
752
|
)
|
$ 204
|
$
138,304
|
(1)
|
As
restated, see Note 1.
|
Three
Months Ended
September
30,
|
|||||
2007
(As
Restated –
See
Note 1)
|
2006
(As
Restated -
See
Note 1)
|
||||
Cash
flows from operating activities:
|
|||||
Net
income
|
$ 612
|
$ 5,026
|
|||
Adjustments
to reconcile net income to net cash provided by (used for)
|
|||||
Operating
activities:
|
|||||
Depreciation
and amortization
|
570
|
454
|
|||
Provision
for loan losses
|
1,519
|
637
|
|||
Provision
for losses on real estate
|
241
|
-
|
|||
Gain
on sale of loans
|
(122
|
)
|
(3,492
|
)
|
|
Gain
on sale of real estate
|
(61
|
)
|
(2,313
|
)
|
|
Stock
compensation
|
659
|
721
|
|||
FHLB
– San Francisco stock dividend
|
(560
|
)
|
(493
|
)
|
|
Tax
benefit from non-qualified equity compensation
|
(6
|
)
|
(23
|
)
|
|
(Decrease)
increase in accounts payable and other liabilities
|
(1,529
|
)
|
1,481
|
||
Decrease
in prepaid expense and other assets
|
1,524
|
731
|
|||
Loans
originated for sale
|
(99,513
|
)
|
(319,541
|
)
|
|
Proceeds
from sale of loans and net change in receivable from sale of
loans
|
138,417
|
312,920
|
|||
Net
cash provided by (used for) operating activities
|
41,751
|
(3,892
|
)
|
||
Cash
flows from investing activities:
|
|||||
Net
increase in loans held for investment
|
(18,580
|
)
|
(44,929
|
)
|
|
Maturity
and call of investment securities held to maturity
|
10,000
|
3,000
|
|||
Maturity
and call of investment securities available for sale
|
129
|
-
|
|||
Principal
payments from mortgage-backed securities
|
11,974
|
10,012
|
|||
Purchase
of investment securities available for sale
|
(14,795
|
)
|
(28,647
|
)
|
|
Net
proceeds from sale of real estate
|
1,092
|
2,966
|
|||
Net
redemption (purchase) of FHLB – San Francisco stock
|
13,638
|
(2,679
|
)
|
||
Purchase
of premises and equipment
|
(108
|
)
|
(143
|
)
|
|
Net
cash provided by (used for) investing activities
|
3,350
|
(60,420
|
)
|
||
Cash
flows from financing activities:
|
|||||
Net
increase (decrease) in deposits
|
10,774
|
(1,335
|
)
|
||
(Repayment
of) proceeds from borrowings, net
|
(50,010
|
)
|
71,391
|
||
ESOP
loan payment
|
26
|
36
|
|||
Exercise
of stock options
|
69
|
154
|
|||
Tax
benefit from non-qualified equity compensation
|
6
|
23
|
|||
Cash
dividends
|
(1,147
|
)
|
(1,043
|
)
|
|
Treasury
stock purchases
|
(3,396
|
)
|
(3,398
|
)
|
|
Net
cash (used for) provided by financing activities
|
(43,678
|
)
|
65,828
|
||
Net
increase in cash and cash equivalents
|
1,423
|
1,516
|
|||
Cash
and cash equivalents at beginning of period
|
12,824
|
16,358
|
|||
Cash
and cash equivalents at end of period
|
$ 14,247
|
$ 17,874
|
|||
Supplemental
information:
|
|||||
Cash
paid for interest
|
$
14,579
|
$
13,102
|
|||
Cash
paid for income taxes
|
$ -
|
$ -
|
|||
Transfer
of loans held for sale to loans held for investment
|
$ 6,390
|
$ 854
|
|||
Real
estate acquired in the settlement of loans
|
$ 3,682
|
$ 414
|
As
of September 30, 2007
|
As
of June 30, 2007
|
||||||||||||
As
|
As
|
||||||||||||
Previously
|
Previously
|
||||||||||||
(Dollars
in thousands)
|
Reported
|
Adjustment
|
Restated
|
Reported
|
Adjustment
|
Restated
|
|||||||
Condensed
Consolidated Statements of
|
|||||||||||||
Financial
Condition
|
|||||||||||||
Accounts
payable, accrued
|
|||||||||||||
interest
and other liabilities
|
$ 15,251
|
$ 155
|
$ 15,406
|
$ 15,825
|
$ 130
|
$ 15,955
|
|||||||
Total
liabilities
|
1,480,186
|
155
|
1,480,341
|
1,519,996
|
130
|
1,520,126
|
|||||||
Additional
paid-in capital
|
70,010
|
3,617
|
73,627
|
69,456
|
3,479
|
72,935
|
|||||||
Retained
earnings
|
149,134
|
(3,475
|
)
|
145,659
|
149,523
|
(3,329
|
)
|
146,194
|
|||||
Unearned
stock compensation
|
(61
|
)
|
(297
|
)
|
(358
|
)
|
(175
|
)
|
(280
|
)
|
(455
|
)
|
|
Total
stockholders' equity
|
126,127
|
(155
|
)
|
125,972
|
128,927
|
(130
|
)
|
128,797
|
|||||
Quarter
Ended September 30, 2007
|
Quarter
Ended September 30, 2006
|
||||||||||||
As
|
As
|
||||||||||||
(Dollars
in thousands, except
|
Previously
|
Previously
|
|||||||||||
earnings
per share)
|
Reported
|
Adjustment
|
Restated
|
Reported
|
Adjustment
|
Restated
|
|||||||
Condensed
Consolidated
|
|||||||||||||
Statements
of Operations
|
|||||||||||||
Salaries
and employee benefits
|
$ 4,982
|
$ 142
|
$ 5,124
|
$
5,416
|
$
232
|
$
5,648
|
|||||||
Total
non-interest expense
|
7,626
|
142
|
7,768
|
8,217
|
232
|
8,449
|
|||||||
Income
before income taxes
|
1,603
|
(142
|
)
|
1,461
|
9,279
|
(232
|
)
|
9,047
|
|||||
Provision
for income taxes
|
845
|
4
|
849
|
4,021
|
-
|
4,021
|
|||||||
Net
income
|
758
|
(146
|
)
|
612
|
5,258
|
(232
|
)
|
5,026
|
|||||
Basic
earnings per share
|
0.12
|
(0.02
|
)
|
0.10
|
0.79
|
(0.05
|
)
|
0.74
|
|||||
Diluted
earnings per share
|
0.12
|
(0.02
|
)
|
0.10
|
0.77
|
(0.04
|
)
|
0.73
|
|||||
Condensed
Consolidated Statements of
|
|||||||||||||
Stockholders’
Equity
|
|||||||||||||
Net
income
|
758
|
(146
|
)
|
612
|
5,258
|
(232
|
)
|
5,026
|
|||||
Total
comprehensive income
|
1,082
|
(146
|
)
|
936
|
5,873
|
(232
|
)
|
5,641
|
|||||
Allocation
of contributions to ESOP
|
332
|
167
|
499
|
461
|
267
|
728
|
|||||||
Prepayment
of ESOP loan
|
46
|
(46
|
)
|
-
|
48
|
(48
|
)
|
-
|
|||||
Total
stockholders’ equity
|
126,127
|
(155
|
)
|
125,972
|
138,379
|
(75
|
)
|
138,304
|
|||||
Condensed
Consolidated Statements of
|
|||||||||||||
Cash
Flows
|
|||||||||||||
Cash
flows from operating
|
|||||||||||||
activities
|
|||||||||||||
Net
income
|
758
|
(146
|
)
|
612
|
5,258
|
(232
|
)
|
5,026
|
|||||
Stock-based
compensation
|
517
|
142
|
659
|
489
|
232
|
721
|
|||||||
(Decrease)
increase in accounts
|
|||||||||||||
payable,
accrued interest and
|
|||||||||||||
other
liabilities
|
(1,507
|
)
|
(22
|
)
|
(1,529
|
)
|
1,517
|
(36
|
)
|
1,481
|
|||
Net
cash provided by (used for)
|
|||||||||||||
operating
activities
|
41,777
|
(26
|
)
|
41,751
|
(3,856
|
)
|
(36
|
)
|
(3,892
|
)
|
|||
Cash
flows from financing
|
|||||||||||||
activities
|
|||||||||||||
ESOP
loan payment
|
-
|
26
|
26
|
-
|
36
|
36
|
|||||||
Net
cash (used for) provided by
|
|||||||||||||
financing
activities
|
(43,704
|
)
|
26
|
(43,678
|
)
|
65,792
|
36
|
65,828
|
|||||
For
the Quarters Ended
September
30,
|
||||
(In
Thousands, Except Earnings Per Share)
|
||||
2007
|
2006
|
|||
Numerator:
|
||||
Net
income – numerator for basic earnings
per
share and diluted earnings per share -
income
available to common stockholders
|
||||
$
612
|
$
5,026
|
|||
Denominator:
|
||||
Denominator
for basic earnings per share:
Weighted-average
shares
|
||||
6,239
|
6,757
|
|||
Effect
of dilutive securities:
|
||||
Stock
option dilution
|
52
|
131
|
||
Restricted
stock dilution
|
2
|
3
|
||
Denominator
for diluted earnings per share:
|
||||
Adjusted
weighted-average shares
and
assumed conversions
|
6,293
|
6,891
|
||
Basic
earnings per share
|
$
0.10
|
$
0.74
|
||
Diluted
earnings per share
|
$
0.10
|
$
0.73
|
For
the Quarter Ended September 30, 2007
|
||||||
Provident
|
||||||
Provident
|
Bank
|
Consolidated
|
||||
Bank
|
Mortgage
|
Totals
|
||||
Net
interest income (loss), after provision for loan
losses
|
$
8,710
|
$ (856
|
)
|
$
7,854
|
||
Non-interest
income:
|
||||||
Loan
servicing and other fees (1)
|
(64
|
)
|
555
|
491
|
||
Gain
on sale of loans, net
|
23
|
99
|
122
|
|||
Deposit
account fees
|
658
|
-
|
658
|
|||
Gain
on sale of real estate, net
|
55
|
6
|
61
|
|||
Other
|
202
|
(159
|
)
|
43
|
||
Total
non-interest income
|
874
|
501
|
1,375
|
|||
Non-interest
expense:
|
||||||
Salaries
and employee benefits
|
3,480
|
1,644
|
5,124
|
|||
Premises
and occupancy
|
550
|
157
|
707
|
|||
Operating
and administrative expenses
|
989
|
948
|
1,937
|
|||
Total
non-interest expense
|
5,019
|
2,749
|
7,768
|
|||
Income
(loss) before taxes
|
$
4,565
|
$
(3,104
|
)
|
$
1,461
|
||
Total
assets, end of period
|
$
1,581,652
|
$
24,661
|
$
1,606,313
|
(1)
|
Includes
an inter-company charge of $343 credited to PBM by the Bank during the
period to compensate PBM for originating loans held for
investment.
|
For
the Quarter Ended September 30, 2006
|
||||||
Provident
|
||||||
Provident
|
Bank
|
Consolidated
|
||||
Bank
|
Mortgage
|
Totals
|
||||
Net
interest income, after provision for loan losses
|
$
9,826
|
$ 276
|
$
10,102
|
|||
Non-interest
income:
|
||||||
Loan
servicing and other fees (1)
|
(95
|
)
|
571
|
476
|
||
Gain
on sale of loans, net
|
108
|
3,384
|
3,492
|
|||
Deposit
account fees
|
522
|
-
|
522
|
|||
Gain
on sale of real estate
|
2,313
|
-
|
2,313
|
|||
Other
|
591
|
-
|
591
|
|||
Total
non-interest income
|
3,439
|
3,955
|
7,394
|
|||
Non-interest
expense:
|
||||||
Salaries
and employee benefits
|
3,466
|
2,182
|
5,648
|
|||
Premises
and occupancy
|
541
|
243
|
784
|
|||
Operating
and administrative expenses
|
1,007
|
1,010
|
2,017
|
|||
Total
non-interest expense
|
5,014
|
3,435
|
8,449
|
|||
Income
before taxes
|
$
8,251
|
$ 796
|
$ 9,047
|
|||
Total
assets, end of period
|
$
1,583,272
|
$
115,273
|
$
1,698,545
|
(1)
|
Includes
an inter-company charge of $436 credited to PBM by the Bank during the
period to compensate PBM for originating loans held for
investment.
|
September
30,
|
June
30,
|
||
Commitments
|
2007
|
2007
|
|
(In
Thousands)
|
|||
Undisbursed
loan funds – Construction loans
|
$
24,085
|
$
25,484
|
|
Undisbursed
lines of credit – Single-family loans
|
3,320
|
3,326
|
|
Undisbursed
lines of credit – Commercial business loans
|
11,582
|
14,532
|
|
Undisbursed
lines of credit – Consumer loans
|
1,620
|
1,637
|
|
Commitments
to extend credit on loans to be held for investment
|
12,752
|
9,387
|
|
Total
|
$
53,359
|
$
54,366
|
September
30, 2007
|
June
30, 2007
|
September
30, 2006
|
||||||||||
Fair
|
Fair
|
Fair
|
||||||||||
Derivative
Financial Instruments
|
Amount
|
Value
|
Amount
|
Value
|
Amount
|
Value
|
||||||
(In
Thousands)
|
||||||||||||
Commitments
to extend credit
|
||||||||||||
on
loans to be held for sale (1)
|
$
23,966
|
$ (96
|
)
|
$
35,130
|
$ 24
|
$
53,891
|
$
116
|
|||||
Forward
loan sale agreements
|
15,500
|
29
|
27,012
|
(51
|
)
|
33,467
|
6
|
|||||
Forward
commitments to purchase
|
||||||||||||
MBS
|
-
|
-
|
(6,500
|
)
|
23
|
-
|
-
|
|||||
Put
option contracts
|
3,500
|
8
|
11,500
|
112
|
12,000
|
14
|
||||||
Call
option contracts
|
-
|
-
|
(1,000
|
)
|
4
|
-
|
-
|
|||||
Total
|
$
42,966
|
$
(59
|
)
|
$
66,142
|
$
112
|
$
99,358
|
$
136
|
(1)
|
Net
of 32.8 percent at September 30, 2007, 34.7 percent at June 30, 2007 and
31.8 percent at September 30, 2006 of commitments, which may not
fund.
|
Payments
Due by Period
|
|||||||||
1
year
|
Over
1 year
|
Over
3 years
|
Over
|
||||||
or
less
|
to
3 years
|
to
5 years
|
5
years
|
Total
|
|||||
Operating
lease obligations
|
$ 881
|
$ 1,621
|
$ 698
|
$ 862
|
$ 4,062
|
||||
Time
deposits
|
490,577
|
205,203
|
4,301
|
-
|
700,081
|
||||
FHLB
– San Francisco advances
|
214,322
|
115,876
|
158,313
|
2,713
|
491,224
|
||||
FHLB
– San Francisco letter of
credit
|
1,500
|
-
|
-
|
-
|
1,500
|
||||
Total
|
$
707,280
|
$
322,700
|
$
163,312
|
$
3,575
|
$
1,196,867
|
Quarter
Ended
|
Quarter
Ended
|
||||||||||
September
30, 2007
|
September
30, 2006
|
||||||||||
Average
|
Yield/
|
Average
|
Yield/
|
||||||||
Balance
|
Interest
|
Cost
|
Balance
|
Interest
|
Cost
|
||||||
Interest-earning
assets:
|
|||||||||||
Loans
receivable, net (1)
|
$
1,374,711
|
$
21,514
|
6.26%
|
$
1,387,363
|
$
21,958
|
6.33%
|
|||||
Investment
securities
|
149,421
|
1,744
|
4.67%
|
183,090
|
1,696
|
3.71%
|
|||||
FHLB
– San Francisco stock
|
34,915
|
469
|
5.37%
|
38,370
|
514
|
5.36%
|
|||||
Interest-earning
deposits
|
746
|
9
|
4.83%
|
1,443
|
19
|
5.27%
|
|||||
Total
interest-earning assets
|
1,559,793
|
23,736
|
6.09%
|
1,610,266
|
24,187
|
6.01%
|
|||||
Non
interest-earning assets
|
37,450
|
40,089
|
|||||||||
Total
assets
|
$
1,597,243
|
$
1,650,355
|
|||||||||
Interest-bearing
liabilities:
|
|||||||||||
Checking
and money market accounts (2)
|
$ 197,942
|
425
|
0.85%
|
$ 211,812
|
353
|
0.66%
|
|||||
Savings
accounts
|
149,239
|
787
|
2.09%
|
175,977
|
644
|
1.45%
|
|||||
Time
deposits
|
658,764
|
8,058
|
4.85%
|
528,819
|
5,827
|
4.37%
|
|||||
Total
deposits
|
1,005,945
|
9,270
|
3.66%
|
916,608
|
6,824
|
2.95%
|
|||||
Borrowings
|
444,698
|
5,093
|
4.54%
|
570,024
|
6,624
|
4.61%
|
|||||
Total
interest-bearing liabilities
|
1,450,643
|
14,363
|
3.93%
|
1,486,632
|
13,448
|
3.59%
|
|||||
Non
interest-bearing liabilities
|
18,197
|
25,893
|
|||||||||
Total
liabilities
|
1,468,840
|
1,512,525
|
|||||||||
Stockholders’
equity
|
128,403
|
137,830
|
|||||||||
Total
liabilities and stockholders’
equity
|
|||||||||||
$
1,597,243
|
$
1,650,355
|
||||||||||
Net
interest income
|
$ 9,373
|
$
10,739
|
|||||||||
Interest
rate spread (3)
|
2.16%
|
2.42%
|
|||||||||
Net
interest margin (4)
|
2.40%
|
2.67%
|
|||||||||
Ratio
of average interest-earning
assets
to average interest-bearing
liabilities
|
|||||||||||
107.52%
|
108.32%
|
||||||||||
Return
on average assets
|
0.15%
|
1.22%
|
|||||||||
Return
on average equity
|
1.91%
|
14.59%
|
|||||||||
(1) Includes
receivable from sale of loans, loans held for sale and non-accrual loans,
as well as net deferred loan (cost) fee amortization of $(180) and $12
for the quarters ended September 30, 2007 and 2006,
respectively.
|
|||||||||||
(2) Includes
the average balance of non interest-bearing checking accounts of $42.5
million and $49.3 million during the quarters ended September 30,
2007 and 2006, respectively.
|
|||||||||||
(3) Represents
the difference between the weighted-average yield on all interest-earning
assets and the weighted-average rate on all interest-bearing
liabilities.
|
|||||||||||
(4) Represents
net interest income before provision for loan losses as a percentage of
average interest-earning
assets.
|
Quarter
Ended September 30, 2007 Compared
|
|||||||||||
To
Quarter Ended September 30, 2006
|
|||||||||||
Increase
(Decrease) Due to
|
|||||||||||
Rate/
|
|||||||||||
Rate
|
Volume
|
Volume
|
Net
|
||||||||
Interest-earning
assets:
|
|||||||||||
Loans
receivable (1)
|
$
(246
|
)
|
$ (200
|
)
|
$ 2
|
$ (444
|
)
|
||||
Investment
securities
|
441
|
(312
|
)
|
(81
|
)
|
48
|
|||||
FHLB
– San Francisco stock
|
1
|
(46
|
)
|
-
|
(45
|
)
|
|||||
Interest-bearing
deposits
|
(2
|
)
|
(9
|
)
|
1
|
(10
|
)
|
||||
Total
net change in income
on
interest-earning assets
|
|||||||||||
194
|
(567
|
)
|
(78
|
)
|
(451
|
)
|
|||||
Interest-bearing
liabilities:
|
|||||||||||
Checking
and money market accounts
|
102
|
(23
|
)
|
(7
|
)
|
72
|
|||||
Savings
accounts
|
284
|
(98
|
)
|
(43
|
)
|
143
|
|||||
Time
deposits
|
643
|
1,431
|
157
|
2,231
|
|||||||
Borrowings
|
(97
|
)
|
(1,456
|
)
|
22
|
(1,531
|
)
|
||||
Total
net change in expense on
interest-bearing
liabilities
|
|||||||||||
932
|
(146
|
)
|
129
|
915
|
|||||||
Net
decrease in net interest
income
|
|||||||||||
$
(738
|
)
|
$ (421
|
)
|
$
(207
|
)
|
$
(1,366
|
)
|
||||
(1) Includes
receivable from sale of loans, loans held for sale and non-accrual
loans. For purposes of calculating volume, rate and rate/volume
variances, non-accrual loans were included
in the weighted-average balance
outstanding.
|
Three
Months Ended
|
||||||
September
30,
|
||||||
(Dollars
in Thousands)
|
2007
|
2006
|
||||
Allowance
at beginning of period
|
$
14,845
|
$
10,307
|
||||
Provision
for loan losses
|
1,519
|
637
|
||||
Recoveries
|
-
|
-
|
||||
Charge-offs:
|
||||||
Mortgage
loans:
|
||||||
Single-family
|
(764
|
)
|
(105
|
)
|
||
Consumer
loans
|
(1
|
)
|
-
|
|||
Total
charge-offs
|
(765
|
)
|
(105
|
)
|
||
Net
charge-offs
|
(765
|
)
|
(105
|
)
|
||
Balance
at end of period
|
$
15,599
|
$
10,839
|
||||
Allowance
for loan losses as a percentage of gross loans held for
investment
|
||||||
1.13%
|
0.82%
|
|||||
Net
charge offs as a percentage of average loans outstanding
during
the period
|
||||||
0.22%
|
0.03%
|
|||||
Allowance
for loan losses as a percentage of non-performing loans
at
the end of the period
|
||||||
103.83%
|
270.16%
|
At
September 30,
|
At
June 30,
|
||
2007
|
2007
|
||
Loans
accounted for on a non-accrual basis:
|
|||
Mortgage
loans:
|
|||
Single-family
|
$
11,517
|
$
13,271
|
|
Multi-family
|
251
|
-
|
|
Construction
|
3,084
|
2,357
|
|
Commercial
business loans
|
172
|
171
|
|
Other
loans
|
-
|
108
|
|
Total
|
15,024
|
15,907
|
|
Accruing
loans which are contractually past due
90
days or more
|
-
|
-
|
|
Total
of non-accrual and 90 days past due loans
|
15,024
|
15,907
|
|
Real
estate owned, net
|
5,567
|
3,804
|
|
Total
non-performing assets
|
$
20,591
|
$
19,711
|
|
Restructured
loans
|
$
-
|
$
-
|
|
Non-accrual
and 90 days or more past due loans
as
a percentage of loans held for
investment,
net
|
|||
1.10%
|
1.18%
|
||
Non-accrual
and 90 days or more past due loans
as
a percentage of total assets
|
|||
0.94%
|
0.96%
|
||
Non-performing
assets as a percentage of
total
assets
|
1.28%
|
1.20%
|
For
the Quarters Ended
|
|||||
September
30,
|
|||||
2007
|
2006
|
||||
Loans
originated for sale:
|
|||||
Retail
originations
|
$ 34,559
|
$ 79,083
|
|||
Wholesale
originations
|
64,954
|
240,458
|
|||
Total
loans originated for sale (1)
|
99,513
|
319,541
|
|||
Loans
sold:
|
|||||
Servicing
released
|
(94,639
|
)
|
(314,648
|
)
|
|
Servicing
retained
|
(2,139
|
)
|
(1,407
|
)
|
|
Total
loans sold (2)
|
(96,778
|
)
|
(316,055
|
)
|
|
Loans
originated for investment:
|
|||||
Mortgage
loans:
|
|||||
Single-family
|
30,295
|
48,429
|
|||
Multi-family
|
7,514
|
7,792
|
|||
Commercial
real estate
|
1,506
|
8,604
|
|||
Construction
|
9,678
|
7,170
|
|||
Commercial
business loans
|
165
|
1,492
|
|||
Other
loans
|
-
|
1,119
|
|||
Total
loans originated for investment (3)
|
49,158
|
74,606
|
|||
Loans
purchased for investment:
|
|||||
Mortgage
loans:
|
|||||
Multi-family
|
42,209
|
35,514
|
|||
Total
loans purchased for investment
|
42,209
|
35,514
|
|||
Mortgage
loan principal repayments
|
(72,341
|
)
|
(78,446
|
)
|
|
Real
estate acquired in the settlement of loans
|
(3,682
|
)
|
(414
|
)
|
|
Increase
in other items, net (4)
|
722
|
12,645
|
|||
Net
increase in loans held for investment and loans held for
sale
|
$ 18,801
|
$ 47,391
|
(1)
|
Primarily
comprised of PBM loans originated for sale, totaling $97.1 million and
$311.3 million for the quarters ended September 30, 2007 and 2006,
respectively.
|
(2)
|
Primarily
comprised of PBM loans sold, totaling $95.1 million and $309.3 million for
the quarters ended September 30, 2007 and 2006,
respectively.
|
(3)
|
Primarily
comprised of PBM loans originated for investment, totaling $33.6 million
and $48.2 million for the quarters ended September 30, 2007 and 2006,
respectively.
|
(4)
|
Includes
net changes in undisbursed loan funds, deferred loan fees or costs and
allowance for loan losses.
|
Amount
|
Percent
|
||
Tangible
capital
|
$
115,015
|
7.17%
|
|
Requirement
|
32,071
|
2.00
|
|
Excess
over requirement
|
$ 82,944
|
5.17%
|
|
Core
capital
|
$
115,015
|
7.17%
|
|
Requirement
to be “Well Capitalized”
|
80,179
|
5.00
|
|
Excess
over requirement
|
$ 34,836
|
2.17%
|
|
Total
risk-based capital
|
$
124,327
|
11.95%
|
|
Requirement
to be “Well Capitalized”
|
104,004
|
10.00
|
|
Excess
over requirement
|
$ 20,323
|
1.95%
|
|
Tier
1 risk-based capital
|
$
112,049
|
10.77%
|
|
Requirement
to be “Well Capitalized”
|
62,402
|
6.00
|
|
Excess
over requirement
|
$ 49,647
|
4.77%
|
Options
|
Shares
|
Weighted-
Average
Exercise
Price
|
Weighted-
Average
Remaining
Contractual
Term
(Years)
|
Aggregate
Intrinsic
Value
($000)
|
||||
Outstanding
at July 1, 2007
|
187,300
|
$
28.31
|
||||||
Granted
|
-
|
-
|
||||||
Exercised
|
-
|
-
|
||||||
Forfeited
|
(12,000
|
)
|
$
28.31
|
|||||
Outstanding
at September 30, 2007
|
175,300
|
$
28.31
|
9.36
|
-
|
||||
Vested
and expected to vest at September 30, 2007
|
140,240
|
$
28.31
|
9.36
|
-
|
||||
Exercisable
at September 30, 2007
|
-
|
-
|
-
|
-
|
Unvested
Shares
|
Shares
|
Weighted-Average
Award
Date
Fair
Value
|
||
Unvested
at July 1, 2007
|
62,750
|
$
26.49
|
||
Granted
|
4,000
|
$
18.09
|
||
Vested
|
-
|
-
|
||
Forfeited
|
(6,000
|
)
|
$
26.49
|
|
Unvested
at September 30, 2007
|
60,750
|
$
25.94
|
||
Expected
to vest at September 30, 2007
|
48,600
|
$
25.94
|
Quarter
|
Quarter
|
|||
Ended
|
Ended
|
|||
September
30,
|
September
30,
|
|||
2007
|
2006
|
|||
Expected
volatility
|
22%
|
23%
|
||
Weighted-average
volatility
|
22%
|
23%
|
||
Expected
dividend yield
|
3.6%
|
2.0%
|
||
Expected
term (in years)
|
7.4
|
7.4
|
||
Risk-free
interest rate
|
4.8%
|
4.5%
- 5.0%
|
Options
|
Shares
|
Weighted-
Average
Exercise
Price
|
Weighted-
Average
Remaining
Contractual
Term
(Years)
|
Aggregate
Intrinsic
Value
($000)
|
||||
Outstanding
at July 1, 2007
|
565,600
|
$
20.93
|
||||||
Granted
|
50,000
|
19.92
|
||||||
Exercised
|
(7,500
|
)
|
9.15
|
|||||
Forfeited
|
(35,200
|
)
|
23.49
|
|||||
Outstanding
at September 30, 2007
|
572,900
|
$
20.84
|
6.40
|
$
2,069
|
||||
Vested
and expected to vest at September 30, 2007
|
532,000
|
$
20.49
|
6.27
|
$
2,045
|
||||
Exercisable
at September 30, 2007
|
368,400
|
$
18.36
|
5.48
|
$
1,951
|
Unvested
Shares
|
Shares
|
Weighted-Average
Award
Date
Fair
Value
|
||
Unvested
at July 1, 2007
|
3,768
|
$
13.67
|
||
Granted
|
-
|
-
|
||
Vested
|
(3,768
|
)
|
$
13.67
|
|
Forfeited
|
-
|
-
|
||
Unvested
at September 30, 2007
|
-
|
-
|
At
|
At
|
At
|
|||
September
30,
|
June
30,
|
September
30,
|
|||
2007
|
2007
|
2006
|
|||
Loans
serviced for others (in thousands)
|
$
201,156
|
$
205,788
|
$
229,895
|
||
Book
value per share
|
$ 20.21
|
$ 20.20
|
$ 20.08
|
3.1 |
Certificate
of Incorporation of Provident Financial Holdings, Inc. (Incorporated by
reference to Exhibit 3.1 to the Corporation’s Registration Statement on
Form S-1 (File No. 333-2230))
|
3.2 |
Bylaws
of Provident Financial Holdings, Inc. (Incorporated by reference to
Exhibit 3.2 to the Corporation’s Form 8-K dated October 25,
2007).
|
10.1
|
Employment
Agreement with Craig G. Blunden (Incorporated by reference to Exhibit 10.1
to the Corporation’s Form 8-K dated December 19,
2005)
|
10.2
|
Post-Retirement
Compensation Agreement with Craig G. Blunden (Incorporated by reference to
Exhibit 10.2 to the Corporation’s Form 8-K dated December 19,
2005)
|
10.3
|
1996
Stock Option Plan (incorporated by reference to Exhibit A to the
Corporation’s proxy statement dated December 12,
1996)
|
10.4
|
1996
Management Recognition Plan (incorporated by reference to Exhibit B to the
Corporation’s proxy statement dated December 12,
1996)
|
10.5
|
Severance
Agreement with Richard L. Gale, Kathryn R. Gonzales, Lilian
Salter, Donavon P. Ternes and David S. Weiant (incorporated by
reference to Exhibit 10.1 in the Corporation’s Form 8-K dated July 3,
2006)
|
10.6
|
2003
Stock Option Plan (incorporated by reference to Exhibit A to the
Corporation’s proxy statement dated October 21,
2003)
|
10.7
|
Form
of Incentive Stock Option Agreement for options granted under the 2003
Stock Option Plan (incorporated by reference to Exhibit 10.13 to the
Corporation’s Annual Report on Form 10-K for the year ended
June 30, 2005)
|
10.8
|
Form
of Non-Qualified Stock Option Agreement for options granted under the 2003
Stock Option Plan (incorporated by reference to Exhibit 10.14 to the
Corporation’s Annual Report on Form 10-K for the year ended June 30,
2005)
|
10.9
|
2006
Equity Incentive Plan (incorporated by reference to Exhibit A to the
Corporation’s proxy statement dated October 12,
2006)
|
10.10
|
Form
of Incentive Stock Option Agreement for options granted under the 2006
Equity Incentive Plan (incorporated by reference to Exhibit 10.10 in the
Corporation’s Form 10-Q ended December 31,
2006)
|
10.11
|
Form
of Non-Qualified Stock Option Agreement for options granted under the 2006
Equity Incentive Plan (incorporated by reference to Exhibit 10.11 in the
Corporation’s Form 10-Q ended December 31,
2006)
|
10.12
|
Form
of Restricted Stock Agreement for restricted shares awarded under the 2006
Equity Incentive Plan (incorporated by reference to Exhibit 10.12 in the
Corporation’s Form 10-Q ended December 31,
2006)
|
|
14
|
Code
of Ethics for the Corporation’s directors, officers and employees
(incorporated by reference to Exhibit 14 in the Corporation’s Annual
Report on Form 10-K for the year ended June 30,
2006)
|
31.1
|
Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
31.2
|
Certification
of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
32.1
|
Certification
of Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
32.2
|
Certification
of Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
31.1
|
Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
31.2
|
Certification
of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
32.1
|
Certification
of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
|
32.2
|
Certification
of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
|
1.
|
I
have reviewed this Quarterly Report on Form 10-Q/A of Provident Financial
Holdings, Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and
have:
|
(a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
(b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
(c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
(d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
5.
|
The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
|
(a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
|
(b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
1.
|
I
have reviewed this Quarterly Report on Form 10-Q/A of Provident Financial
Holdings, Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and
have:
|
(a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
(b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
(c)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
(d)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
5.
|
The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
|
(a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
|
(b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
Date: May 16, 2008 | /s/ Donavon P. Ternes |
Donavon P. Ternes | |
Chief Operating Officer and Chief Financial Officer |
1.
|
The
Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended;
and
|
2.
|
The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Corporation.
|
1.
|
The
Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended;
and
|
2.
|
The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Corporation.
|
Date: May 16, 2008 | /s/ Donavon P. Ternes |
Donavon P. Ternes | |
Chief Operating Officer and Chief Financial Officer |