Document


UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
Form 10-Q
_________________
(Mark One)
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2018
or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 001-34814
Capitol Federal Financial, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
Maryland    
27-2631712
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
700 South Kansas Avenue, Topeka, Kansas
66603
(Address of principal executive offices)
(Zip Code)
 
 
 
(785) 235-1341
Registrant's telephone number, including area code

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 requirements for the past 90 days. Yes þ 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ
Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)
Smaller Reporting Company ¨
Emerging Growth Company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

As of August 3, 2018, there were 138,263,635 shares of Capitol Federal Financial, Inc. common stock outstanding.





PART I - FINANCIAL INFORMATION
Page Number
Item 1.
 
 
 
 
 
 
Item 2.
 
 
 
 
 
 
 
 
Item 3.
Item 4.
 
 
 
 
 
 
PART II - OTHER INFORMATION
 
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
 
 
 
 
 
 
 
 
 
 
 
 




PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements


CAPITOL FEDERAL FINANCIAL, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (Unaudited)
(Dollars in thousands, except per share amounts)
 
 
 
 
 
June 30,
 
September 30,
 
2018
 
2017
ASSETS:
 
 
 
Cash and cash equivalents (includes interest-earning deposits of $174,490 and $340,748)
$
182,078

 
$
351,659

Securities:
 
 
 
Available-for-sale ("AFS"), at estimated fair value (amortized cost of $556,257 and $410,541)
555,361

 
415,831

Held-to-maturity ("HTM"), at amortized cost (estimated fair value of $654,965 and $833,009)
664,522

 
827,738

Loans receivable, net (allowance for credit losses ("ACL") of $8,344 and $8,398)
7,239,384

 
7,195,071

Federal Home Loan Bank Topeka ("FHLB") stock, at cost
100,694

 
100,954

Premises and equipment, net
85,604

 
84,818

Other assets
221,094

 
216,845

TOTAL ASSETS
$
9,048,737

 
$
9,192,916

 
 
 
 
LIABILITIES:
 
 
 
Deposits
$
5,323,083

 
$
5,309,868

FHLB borrowings
2,174,816

 
2,173,808

Repurchase agreements
100,000

 
200,000

Advance payments by borrowers for taxes and insurance
39,700

 
63,749

Income taxes payable, net

 
530

Deferred income tax liabilities, net
18,525

 
24,458

Accounts payable and accrued expenses
51,288

 
52,190

Total liabilities
7,707,412

 
7,824,603

 
 
 
 
STOCKHOLDERS' EQUITY:
 
 
 
Preferred stock, $.01 par value; 100,000,000 shares authorized, no shares issued or outstanding

 

Common stock, $.01 par value; 1,400,000,000 shares authorized, 138,256,735 and 138,223,835
 
 
 
shares issued and outstanding as of June 30, 2018 and September 30, 2017, respectively
1,383

 
1,382

Additional paid-in capital
1,168,325

 
1,167,368

Unearned compensation, Employee Stock Ownership Plan ("ESOP")
(36,756
)
 
(37,995
)
Retained earnings
204,610

 
234,640

Accumulated other comprehensive income ("AOCI"), net of tax
3,763

 
2,918

Total stockholders' equity
1,341,325

 
1,368,313

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
9,048,737

 
$
9,192,916

 
 
 
 
See accompanying notes to consolidated financial statements.
 
 
 


3


CAPITOL FEDERAL FINANCIAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(Dollars in thousands, except per share amounts)
 
 
 
 
 
 
 
For the Three Months Ended
 
For the Nine Months Ended
 
June 30,
 
June 30,
 
2018
 
2017
 
2018
 
2017
INTEREST AND DIVIDEND INCOME:
 
 
 
 
 
 
 
Loans receivable
$
64,893

 
$
64,013

 
$
193,276

 
$
189,064

Cash and cash equivalents
7,221

 
5,619

 
22,230

 
12,720

Mortgage-backed securities ("MBS")
5,921

 
5,821

 
16,563

 
18,374

FHLB stock
2,819

 
3,114

 
9,115

 
9,153

Investment securities
1,307

 
1,063

 
3,395

 
3,301

Total interest and dividend income
82,161

 
79,630

 
244,579

 
232,612

INTEREST EXPENSE:
 
 
 
 
 
 
 
FHLB borrowings
18,501

 
17,884

 
55,190

 
50,772

Deposits
13,587

 
10,895

 
38,028

 
31,655

Repurchase agreements
640

 
1,487

 
2,665

 
4,461

Total interest expense
32,728

 
30,266

 
95,883

 
86,888

NET INTEREST INCOME
49,433

 
49,364

 
148,696

 
145,724

PROVISION FOR CREDIT LOSSES

 

 

 

NET INTEREST INCOME AFTER
 
 
 
 
 
 
 
PROVISION FOR CREDIT LOSSES
49,433

 
49,364

 
148,696

 
145,724

NON-INTEREST INCOME:
 
 
 
 
 
 
 
Retail fees and charges
3,915

 
3,832

 
11,550

 
11,123

Income from bank-owned life insurance ("BOLI")
510

 
573

 
1,320

 
1,669

Other non-interest income
999

 
1,055

 
3,345

 
3,509

Total non-interest income
5,424

 
5,460

 
16,215

 
16,301

NON-INTEREST EXPENSE:
 
 
 
 
 
 
 
Salaries and employee benefits
11,936

 
11,210

 
33,631

 
32,388

Information technology and related expense
3,363

 
2,922

 
10,316

 
8,524

Occupancy, net
2,787

 
2,659

 
8,391

 
8,098

Deposit and loan transaction costs
1,437

 
1,304

 
4,157

 
3,918

Regulatory and outside services
1,628

 
1,383

 
3,919

 
3,994

Advertising and promotional
1,490

 
1,322

 
3,512

 
3,275

Federal insurance premium
813

 
879

 
2,512

 
2,651

Office supplies and related expense
455

 
492

 
1,339

 
1,470

Other non-interest expense
602

 
474

 
2,368

 
1,861

Total non-interest expense
24,511

 
22,645

 
70,145

 
66,179

INCOME BEFORE INCOME TAX EXPENSE
30,346

 
32,179

 
94,766

 
95,846

INCOME TAX EXPENSE
7,974

 
10,809

 
17,228

 
32,311

NET INCOME
$
22,372

 
$
21,370

 
$
77,538

 
$
63,535

 
 
 
 
 
 
 
 
Basic earnings per share ("EPS")
$
0.17

 
$
0.16

 
$
0.58

 
$
0.47

Diluted EPS
$
0.17

 
$
0.16

 
$
0.58

 
$
0.47

Dividends declared per share
$
0.34

 
$
0.34

 
$
0.80

 
$
0.80

 
 
 
 
 
 
 
 
Basic weighted average common shares
134,484,240

 
134,253,690

 
134,428,280

 
134,004,281

Diluted weighted average common shares
134,529,953

 
134,359,770

 
134,490,555

 
134,189,758

 
 
 
 
 
 
 
 
See accompanying notes to consolidated financial statements.
 
 
 
 
 
 

4


CAPITOL FEDERAL FINANCIAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(Dollars in thousands)
 
 
 
 
 
 
 
For the Three Months Ended
 
For the Nine Months Ended
 
June 30,
 
June 30,
 
2018
 
2017
 
2018
 
2017
Net income
$
22,372

 
$
21,370

 
$
77,538

 
$
63,535

Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
Changes in unrealized gains (losses) on AFS securities,
 
 
 
 
 
 
 
net of taxes of $437, $345, $1,756 and $1,374
(1,366
)
 
(567
)
 
(4,430
)
 
(2,260
)
Changes in unrealized gains (losses) on cash flow hedges,
 
 
 
 
 
 
 
net of taxes of $9, $0, $(1,858) and $0
(30
)
 

 
4,608

 

Comprehensive income
$
20,976

 
$
20,803

 
$
77,716

 
$
61,275

 
 
 
 
 
 
 
 
See accompanying notes to consolidated financial statements.
 
 
 
 
 
 
 


5


CAPITOL FEDERAL FINANCIAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited)
(Dollars in thousands, except per share amounts)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional
 
Unearned
 
 
 
 
 
Total
 
Common
 
Paid-In
 
Compensation
 
Retained
 
 
 
Stockholders'
 
Stock
 
Capital
 
ESOP
 
Earnings
 
AOCI
 
Equity
Balance at September 30, 2016
$
1,375

 
$
1,156,855

 
$
(39,647
)
 
$
268,466

 
$
5,915

 
$
1,392,964

Net income
 
 
 
 
 
 
63,535

 
 
 
63,535

Other comprehensive loss, net of tax
 
 
 
 
 
 
 
 
(2,260
)
 
(2,260
)
ESOP activity, net
 
 
621

 
1,239

 
 
 
 
 
1,860

Restricted stock activity, net
 
 
51

 
 
 
 
 
 
 
51

Stock-based compensation
 
 
419

 
 
 
 
 
 
 
419

Stock options exercised
7

 
8,962

 
 
 
 
 
 
 
8,969

Cash dividends to stockholders ($0.80 per share)
 
 
 
 
 
 
(106,552
)
 
 
 
(106,552
)
Balance at June 30, 2017
$
1,382

 
$
1,166,908

 
$
(38,408
)
 
$
225,449

 
$
3,655

 
$
1,358,986

 
 
 
 
 
 
 
 
 
 
 
 
Balance at September 30, 2017
$
1,382

 
$
1,167,368

 
$
(37,995
)
 
$
234,640

 
$
2,918

 
$
1,368,313

Net income
 
 
 
 
 
 
77,538

 
 
 
77,538

Other comprehensive income, net of tax
 
 
 
 
 
 
 
 
178

 
178

Reclassification of certain tax effects related to adoption of Accounting Standards Update ("ASU") 2018-02
 
 
 
 
 
(667
)
 
667

 

ESOP activity, net
 
 
410

 
1,239

 
 
 
 
 
1,649

Stock-based compensation
 
 
280

 
 
 
 
 
 
 
280

Cumulative effect of adopting ASU 2016-09
 
 
19

 
 
 
(19
)
 
 
 

Stock options exercised
1

 
248

 
 
 
 
 
 
 
249

Cash dividends to stockholders ($0.80 per share)
 
 
 
 
 
(106,882
)
 
 
 
(106,882
)
Balance at June 30, 2018
$
1,383

 
$
1,168,325

 
$
(36,756
)
 
$
204,610

 
$
3,763

 
$
1,341,325

 
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes to consolidated financial statements.
 
 
 
 
 
 
 
 


6


CAPITOL FEDERAL FINANCIAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in thousands)
 
 
 
For the Nine Months Ended
 
June 30,
 
2018
 
2017
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net income
$
77,538

 
$
63,535

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
FHLB stock dividends
(9,115
)
 
(9,153
)
Originations of loans receivable held-for-sale ("LHFS")
(777
)
 

Proceeds from sales of LHFS
16,423

 

Amortization and accretion of premiums and discounts on securities
2,478

 
3,487

Depreciation and amortization of premises and equipment
6,275

 
5,784

Amortization of deferred amounts related to FHLB advances, net
1,008

 
1,083

Common stock committed to be released for allocation - ESOP
1,649

 
1,860

Stock-based compensation
280

 
419

Changes in deferred income tax liabilities, net
(6,038
)
 

Changes in cash collateral received from derivative counterparty, net
6,071

 

Changes in:
 
 
 
Other assets, net
444

 
34

Income taxes payable, net
(531
)
 
1,672

Accounts payable and accrued expenses
(5,643
)
 
(11,612
)
Net cash provided by operating activities
90,062

 
57,109

 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Purchase of AFS securities
(312,285
)
 
(37,425
)
Proceeds from calls, maturities and principal reductions of AFS securities
164,446

 
108,170

Proceeds from calls, maturities and principal reductions of HTM securities
160,792

 
206,378

Proceeds from sale of AFS securities
2,078

 

Proceeds from the redemption of FHLB stock
195,246

 
292,400

Purchase of FHLB stock
(185,871
)
 
(274,316
)
Net increase in loans receivable
(61,681
)
 
(284,728
)
Purchase of premises and equipment
(7,062
)
 
(6,509
)
Proceeds from sale of other real estate owned ("OREO")
2,161

 
4,297

Net cash (used in) provided by investing activities
(42,176
)
 
8,267

 
 
 
 
 
 
 
(Continued)


7


CAPITOL FEDERAL FINANCIAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in thousands)
 
 
 
For the Nine Months Ended
 
June 30,
 
2018
 
2017
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Cash dividends paid
(106,882
)
 
(106,552
)
Net change in deposits
13,215

 
103,667

Proceeds from borrowings
14,900,100

 
2,100,100

Repayments on borrowings
(15,000,100
)
 
(2,500,100
)
Net change in short-term borrowings

 
200,000

Change in advance payments by borrowers for taxes and insurance
(24,049
)
 
(22,975
)
Stock options exercised
249

 
8,642

Excess tax benefits from stock options

 
327

Net cash used in financing activities
(217,467
)
 
(216,891
)
 
 
 
 
NET DECREASE IN CASH AND CASH EQUIVALENTS
(169,581
)
 
(151,515
)
 
 
 
 
CASH AND CASH EQUIVALENTS:
 
 
 
Beginning of period
351,659

 
281,764

End of period
$
182,078

 
$
130,249

 
 
 
 
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
 
 
 
FINANCING ACTIVITIES:
 
 
 
Loans transferred to LHFS
$
15,814

 
$

 
 
 
 
See accompanying notes to consolidated financial statements.
 
 
(Concluded)


8


Notes to Consolidated Financial Statements (Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - The consolidated financial statements include the accounts of Capitol Federal® Financial, Inc. (the "Company") and its wholly-owned subsidiary, Capitol Federal Savings Bank (the "Bank"). The Bank has a wholly-owned subsidiary, Capitol Funds, Inc. Capitol Funds, Inc. has a wholly-owned subsidiary, Capitol Federal Mortgage Reinsurance Company. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2017, filed with the Securities and Exchange Commission ("SEC"). Interim results are not necessarily indicative of results for a full year.

Net Presentation of Cash Flows Related to Borrowings - During the current fiscal year, the Bank entered into certain FHLB advances with contractual maturities of 90 days or less. Cash flows related to these advances are reported on a net basis in the consolidated statements of cash flows.

Income Taxes - The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Recent Accounting Pronouncements - In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers. The ASU, as amended, implements a common revenue standard that clarifies the principles for recognizing revenue. The core principle of the amended guidance is that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Additionally, the amended guidance identifies specific steps an entity should apply in order to achieve this principle. The amended guidance requires entities to disclose both quantitative and qualitative information regarding contracts with customers. ASU 2014-09 will become effective for the Company on October 1, 2018. The majority of the Company's revenue is composed of interest income from loans and securities which are explicitly excluded from the amended ASU; therefore the amended ASU will likely not have a material impact to the Company's consolidated financial condition and results of operations, but it will likely result in expanded disclosures. The Company has completed its identification of revenue within the scope of the ASU and is in the process of evaluating the need for additional disclosures, the timing of recognition for the applicable revenue streams, and the presentation of certain revenues and expenses on a net basis.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments, Recognition and Measurement of Financial Assets and Liabilities. The ASU supersedes certain accounting guidance related to equity securities with readily determinable fair values and the related impairment assessment. An entity's equity investments that are accounted for under the equity method of accounting or result in consolidation of an investee are not included within the scope of this ASU. The ASU requires public business entities to utilize the exit price notation in determining fair value for financial instruments measured at amortized cost on the balance sheet. The ASU requires additional reporting in other comprehensive income for financial liabilities measured at fair value in accordance with the fair value option. The ASU also requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balances or in the notes to the financial statements. ASU 2016-01 will become effective for the Company on October 1, 2018. The Company does not currently hold any equity investments included within the scope of the ASU. The Company is currently evaluating the impact the ASU may have on the Company's consolidated financial condition, results of operations and disclosures. Based on the Company's preliminary analysis, the ASU it is not expected to have a material impact when adopted. Upon adoption, the exit price notion will be utilized when determining the fair value of financial instruments measured at amortized cost in the Company's fair value disclosures.

In February 2016, the FASB issued ASU 2016-02, Leases. The ASU amends lease accounting guidance by requiring that lessees recognize the assets and liabilities arising from leases on the balance sheet. Additionally, the ASU requires entities to disclose both quantitative and qualitative information regarding their leasing activities. The accounting applied by a lessor is largely unchanged from that applied under the previous guidance. ASU 2016-02 will become effective for the Company on October 1, 2019. In July 2018, the FASB issued ASU 2018-11, Leases, which provides entities with relief from the costs of implementation by allowing the option to not restate comparative periods as part of the transition. The Company expects to select the transition relief provisions. The

9


Company has substantially completed its development of a lease inventory and is developing an internal lease data collection, organization, and computing platform for compliance with this standard. The Company expects to recognize right-of-use assets and lease liabilities for substantially all of its operating lease commitments based on the present value of unpaid lease payments as of the date of adoption. The Company is continuing to evaluate the impact this ASU may have on the Company's consolidated financial condition, results of operations and disclosures.

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting. The ASU simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, along with simplifying the classification in the statement of cash flows. The Company adopted the ASU on October 1, 2017. Upon adoption, the Company elected to account for forfeitures of stock-based compensation awards when they occur. The Company will recognize excess tax benefits and tax deficiencies in income tax expense on the consolidated statements of income and present them within operating activities on the consolidated statements of cash flows. This ASU did not have a material impact on the Company's consolidated financial condition or results of operations at the time of adoption. However, the impact of tax benefits and the timing of their recognition within income tax expense is unpredictable, as these benefits are recognized primarily as a result of stock options being exercised.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments. The ASU replaces the incurred loss impairment methodology in current GAAP, which requires credit losses to be recognized when it is probable that a loss has been incurred, with a new impairment methodology. The new impairment methodology requires an entity to measure, at each reporting date, the expected credit losses of financial assets not measured at fair value, such as loans, HTM debt securities, and loan commitments, over their contractual lives. Under the new impairment methodology, expected credit losses will be measured at each reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Additionally, the ASU amends the current credit loss measurements for AFS debt securities. Credit losses related to AFS debt securities will be recorded through the ACL rather than as a direct write-down as per current GAAP. The ASU also requires enhanced disclosures related to credit quality and significant estimates and judgments used by management when estimating credit losses. The ASU will become effective for the Company on October 1, 2020. The Company has formed a cross-functional working group comprised of individuals from various functional areas to assist with the implementation of the ASU. The Company is currently in the process of analyzing third-party vendor solutions to assist in the application of this ASU. While we are currently unable to reasonably estimate the impact of adopting this ASU, we expect the impact of adoption will be influenced by the composition of our loan and securities portfolios as well as the economic conditions and forecasts at the time of adoption.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging: Target Improvements to Accounting for Hedging Activities. The ASU amends the hedge accounting recognition and presentation requirements in current GAAP. The purpose of the ASU was to improve transparency of hedging relationships in the financial statements and to reduce the complexity of applying hedge accounting for preparers. The ASU will become effective for the Company on October 1, 2019. The Company is currently evaluating the effect of the ASU on the Company's consolidated financial condition, results of operations and disclosures.

In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income. The ASU helps organizations address certain stranded income tax effects in AOCI resulting from the tax legislation enacted by the U.S. government on December 22, 2017 commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act") by allowing the reclassification of these amounts from AOCI to retained earnings. The effective date of this ASU for the Company is October 1, 2019, with early adoption permitted. The Company elected to early-adopt this ASU during the current fiscal year and reclassify the related tax effects from the enactment of the Tax Act, specifically those related to the change in the federal corporate tax rate, from AOCI to retained earnings. The reclassification was applied prospectively and is reflected in the Consolidated Statements of Stockholders' Equity. The Company releases the income tax effects of unrealized gains and losses related to AFS securities on a portfolio basis.


10


2. EARNINGS PER SHARE
Shares acquired by the ESOP are not considered in the basic average shares outstanding until the shares are committed for allocation or vested to an employee's individual account. Unvested shares awarded pursuant to the Company's restricted stock benefit plans are treated as participating securities in the computation of EPS pursuant to the two-class method as they contain nonforfeitable rights to dividends. The two-class method is an earnings allocation that determines EPS for each class of common stock and participating security.
 
For the Three Months Ended
 
For the Nine Months Ended
 
June 30,
 
June 30,
 
2018
 
2017
 
2018
 
2017
 
(Dollars in thousands, except per share amounts)
Net income
$
22,372

 
$
21,370

 
$
77,538

 
$
63,535

Income allocated to participating securities
(9
)
 
(11
)
 
(32
)
 
(36
)
Net income available to common stockholders
$
22,363

 
$
21,359

 
$
77,506

 
$
63,499

 
 
 
 
 
 
 
 
Average common shares outstanding
134,401,188

 
134,170,638

 
134,386,678

 
133,962,680

Average committed ESOP shares outstanding
83,052

 
83,052

 
41,602

 
41,601

Total basic average common shares outstanding
134,484,240

 
134,253,690

 
134,428,280

 
134,004,281

 
 
 
 
 
 
 
 
Effect of dilutive stock options
45,713

 
106,080

 
62,275

 
185,477

 
 
 
 
 
 
 
 
Total diluted average common shares outstanding
134,529,953

 
134,359,770

 
134,490,555

 
134,189,758

 
 
 
 
 
 
 
 
Net EPS:
 
 
 
 
 
 
 
Basic
$
0.17

 
$
0.16

 
$
0.58

 
$
0.47

Diluted
$
0.17

 
$
0.16

 
$
0.58

 
$
0.47

 
 
 
 
 
 
 
 
Antidilutive stock options, excluded from the diluted average
 
 
 
 
 
 
common shares outstanding calculation
578,777

 
492,360

 
541,493

 
202,718



11


3. SECURITIES
The following tables reflect the amortized cost, estimated fair value, and gross unrealized gains and losses of AFS and HTM securities at the dates presented. The majority of the MBS and investment securities portfolios are composed of securities issued by United States government-sponsored enterprises ("GSEs").
 
June 30, 2018
 
 
 
Gross
 
Gross
 
Estimated
 
Amortized
 
Unrealized
 
Unrealized
 
Fair
 
Cost
 
Gains
 
Losses
 
Value
 
(Dollars in thousands)
AFS:
 
 
 
 
 
 
 
MBS
$
314,192

 
$
3,917

 
$
2,121

 
$
315,988

GSE debentures
240,543

 
102

 
2,779

 
237,866

Municipal bonds
1,522

 

 
15

 
1,507

 
$
556,257

 
$
4,019

 
$
4,915

 
$
555,361

HTM:
 
 
 
 
 
 
 
MBS
$
642,281

 
$
5,124

 
$
14,576

 
$
632,829

Municipal bonds
22,241

 
3

 
108

 
22,136

 
$
664,522

 
$
5,127

 
$
14,684

 
$
654,965


 
September 30, 2017
 
 
 
Gross
 
Gross
 
Estimated
 
Amortized
 
Unrealized
 
Unrealized
 
Fair
 
Cost
 
Gains
 
Losses
 
Value
 
(Dollars in thousands)
AFS:
 
 
 
 
 
 
 
GSE debentures
$
271,300

 
$
16

 
$
587

 
$
270,729

MBS
135,644

 
5,923

 
51

 
141,516

Trust preferred securities
2,067

 

 
16

 
2,051

Municipal bonds
1,530

 
5

 

 
1,535

 
$
410,541

 
$
5,944

 
$
654

 
$
415,831

HTM:
 
 
 
 
 
 
 
MBS
$
800,931

 
$
10,460

 
$
5,295

 
$
806,096

Municipal bonds
26,807

 
119

 
13

 
26,913

 
$
827,738

 
$
10,579

 
$
5,308

 
$
833,009




12


The following tables summarize the estimated fair value and gross unrealized losses of those securities on which an unrealized loss at the dates presented was reported and the continuous unrealized loss position for less than 12 months and equal to or greater than 12 months as of the dates presented.
 
June 30, 2018
 
Less Than 12 Months
 
Equal to or Greater Than 12 Months
 
Estimated
 
Unrealized
 
Estimated
 
Unrealized
 
Fair Value
 
Losses
 
Fair Value
 
Losses
 
(Dollars in thousands)
AFS:
 
 
 
 
 
 
 
GSE debentures
$
123,539

 
$
1,460

 
$
98,653

 
$
1,319

MBS
215,904

 
2,116

 
591

 
5

Municipal bonds
1,507

 
15

 

 

 
$
340,950

 
$
3,591

 
$
99,244

 
$
1,324

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
HTM:
 
 
 
 
 
 
 
MBS
$
200,386

 
$
4,206

 
$
255,472

 
$
10,370

Municipal bonds
18,229

 
108

 

 

 
$
218,615

 
$
4,314

 
$
255,472

 
$
10,370


 
September 30, 2017
 
Less Than 12 Months
 
Equal to or Greater Than 12 Months
 
Estimated
 
Unrealized
 
Estimated
 
Unrealized
 
Fair Value
 
Losses
 
Fair Value
 
Losses
 
(Dollars in thousands)
AFS:
 
 
 
 
 
 
 
GSE debentures
$
224,421

 
$
539

 
$
24,952

 
$
48

MBS
9,648

 
46

 
673

 
5

Trust preferred securities

 

 
2,051

 
16

 
$
234,069

 
$
585

 
$
27,676

 
$
69

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
HTM:
 
 
 
 
 
 
 
MBS
$
259,200

 
$
1,582

 
$
201,094

 
$
3,713

Municipal bonds
5,638

 
8

 
1,460

 
5

 
$
264,838

 
$
1,590

 
$
202,554

 
$
3,718


The unrealized losses at June 30, 2018 and September 30, 2017 were primarily a result of an increase in market yields from the time the securities were purchased. In general, as market yields rise, the fair value of securities will decrease; as market yields fall, the fair value of securities will increase. Management generally views changes in fair value caused by changes in interest rates as temporary. Therefore, these securities have not been classified as other-than-temporarily impaired. The impairment is also considered temporary because scheduled coupon payments have been made, it is anticipated that the entire principal balance will be collected as scheduled, and management neither intends to sell the securities, nor is it more likely than not that the Company will be required to sell the securities before the recovery of the remaining amortized cost amount, which could be at maturity. As a result of the analysis, management has concluded that no other-than-temporary impairments existed at June 30, 2018 or September 30, 2017.

13


The amortized cost and estimated fair value of debt securities as of June 30, 2018, by contractual maturity, are shown below.  Actual principal repayments may differ from contractual maturities due to prepayment or early call privileges by the issuer. In the case of MBS, borrowers on the underlying loans generally have the right to prepay their loans without prepayment penalty. For this reason, MBS are not included in the maturity categories.
 
AFS
 
HTM
 
Amortized
 
Estimated
 
Amortized
 
Estimated
 
Cost
 
Fair Value
 
Cost
 
Fair Value
 
(Dollars in thousands)
One year or less
$
50,000

 
$
49,758

 
$
5,102

 
$
5,098

One year through five years
192,065

 
189,615

 
17,139

 
17,038

 
242,065

 
239,373

 
22,241

 
22,136

MBS
314,192

 
315,988

 
642,281

 
632,829

 
$
556,257

 
$
555,361

 
$
664,522

 
$
654,965



The following table presents the taxable and non-taxable components of interest income on investment securities for the periods presented.
 
For the Three Months Ended
 
For the Nine Months Ended
 
June 30,
 
June 30,
 
2018
 
2017
 
2018
 
2017
 
(Dollars in thousands)
Taxable
$
1,214

 
$
941

 
$
3,092

 
$
2,905

Non-taxable
93

 
122

 
303

 
396

 
$
1,307

 
$
1,063

 
$
3,395

 
$
3,301



The following table summarizes the carrying value of securities pledged as collateral for the obligations indicated below as of the dates presented.
 
June 30, 2018
 
September 30, 2017
 
(Dollars in thousands)
Public unit deposits
$
454,721

 
$
499,993

Repurchase agreements
108,546

 
214,298

Federal Reserve Bank of Kansas City ("FRB of Kansas City")
7,959

 
11,769

 
$
571,226

 
$
726,060


During the current year nine month period, the Company sold trust preferred securities and received proceeds of $2.1 million. The Company recognized a gain of $9 thousand on the sale. All other dispositions of securities during the period were the result of principal repayments, calls, or maturities.

14


4. LOANS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES
Loans receivable, net at the dates presented is summarized as follows:
 
June 30, 2018
 
September 30, 2017
 
(Dollars in thousands)
Real estate loans:
 
 
 
One- to four-family:
 
 
 
Originated
$
3,931,251

 
$
3,959,232

Correspondent purchased
2,514,929

 
2,445,311

Bulk purchased
309,837

 
351,705

Construction
27,565

 
30,647

Total
6,783,582

 
6,786,895

Commercial:
 
 
 
Permanent
274,410

 
183,030

Construction
44,645

 
86,952

Total
319,055

 
269,982

Total real estate loans
7,102,637

 
7,056,877

 
 
 
 
Consumer loans:
 
 
 
Home equity
119,079

 
122,066

Other
4,453

 
3,808

Total consumer loans
123,532

 
125,874

 
 
 
 
Total loans receivable
7,226,169

 
7,182,751

 
 
 
 
Less:
 
 
 
ACL
8,344

 
8,398

Discounts/unearned loan fees
25,124

 
24,962

Premiums/deferred costs
(46,683
)
 
(45,680
)
 
$
7,239,384

 
$
7,195,071


Lending Practices and Underwriting Standards - Originating and purchasing one- to four-family loans is the Bank's primary lending business. The Bank also originates consumer loans primarily secured by one- to four-family residential properties and originates and participates in commercial real estate loans. The Bank has a loan concentration in one- to four-family loans and a geographic concentration of these loans in Kansas and Missouri.

One- to four-family loans - Full documentation to support an applicant's credit and income, and sufficient funds to cover all applicable fees and reserves at closing, are required on all loans. Generally, loans are currently underwritten according to the "ability to repay" and "qualified mortgage" standards, as issued by the Consumer Financial Protection Bureau ("CFPB"). Properties securing one- to four-family loans are appraised by either staff appraisers or fee appraisers, both of which are independent of the loan origination function and approved by our Board of Directors.

The underwriting standards for loans purchased from correspondent lenders are generally similar to the Bank's internal underwriting standards. The underwriting of loans purchased from correspondent lenders on a loan-by-loan basis is performed by the Bank's underwriters.

The Bank also originates construction-to-permanent loans secured by one- to four-family residential real estate. Construction loans are obtained by homeowners who will occupy the property when construction is complete. The Bank does not originate construction loans to builders for speculative purposes. Construction draw requests and the supporting documentation are reviewed and approved by designated personnel. The Bank also performs regular documented inspections of the construction project to ensure the funds are being used for the intended purpose and the project is being completed according to the plans and specifications provided.


15


Commercial real estate loans - The Bank's commercial real estate loans are originated by the Bank or are in participation with a lead bank. When underwriting a commercial real estate loan, several factors are considered, such as the income producing potential of the property, cash equity provided by the borrower, the financial strength of the borrower, managerial expertise of the borrower or tenant, feasibility studies, lending experience with the borrower and the marketability of the property. For commercial real estate participation loans, the Bank performs the same underwriting procedures as if the loan was being originated by the Bank.
At the time of origination, loan-to-value ("LTV") ratios on commercial real estate loans generally do not exceed 80% of the appraised value of the property securing the loans and the minimum debt service coverage ratio is generally 1.25. Appraisals on properties securing these loans are performed by independent state certified fee appraisers.

Consumer loans - The Bank offers a variety of secured consumer loans, including home equity loans and lines of credit, home improvement loans, auto loans, and loans secured by savings deposits. The Bank also originates a very limited amount of unsecured loans. The Bank does not originate any consumer loans on an indirect basis, such as contracts purchased from retailers of goods or services which have extended credit to their customers. The majority of the consumer loan portfolio is comprised of home equity lines of credit for which the Bank also has the first mortgage or the home equity line of credit is in the first lien position.

The underwriting standards for consumer loans include a determination of an applicant's payment history on other debts and an assessment of an applicant's ability to meet existing obligations and payments on the proposed loan. Although creditworthiness of an applicant is a primary consideration, the underwriting process also includes a comparison of the value of the security in relation to the proposed loan amount.

Credit Quality Indicators - Based on the Bank's lending emphasis and underwriting standards, management has segmented the loan portfolio into three segments: (1) one- to four-family; (2) consumer; and (3) commercial real estate. The one- to four-family and consumer loan portfolios are further segmented into classes for purposes of providing disaggregated information about the credit quality of the loan portfolio. The classes are: one- to four-family - originated, one- to four-family - correspondent purchased, one- to four-family - bulk purchased, consumer - home equity, and consumer - other.

The Bank's primary credit quality indicators for the one- to four-family and consumer - home equity loan portfolios are delinquency status, asset classifications, LTV ratios, and borrower credit scores. The Bank's primary credit quality indicators for the commercial real estate and consumer - other loan portfolios are delinquency status and asset classifications.


16


The following tables present the recorded investment, by class, in loans 30 to 89 days delinquent, loans 90 or more days delinquent or in foreclosure, total delinquent loans, current loans, and total recorded investment at the dates presented. The recorded investment in loans is defined as the unpaid principal balance of a loan, less charge-offs and inclusive of unearned loan fees and deferred costs. At June 30, 2018 and September 30, 2017, all loans 90 or more days delinquent were on nonaccrual status.
 
June 30, 2018
 
 
 
90 or More Days
 
Total
 
 
 
Total
 
30 to 89 Days
 
Delinquent or
 
Delinquent
 
Current
 
Recorded
 
Delinquent
 
in Foreclosure
 
Loans
 
Loans
 
Investment
 
(Dollars in thousands)
One- to four-family - originated
$
7,614

 
$
5,028

 
$
12,642

 
$
3,932,144

 
$
3,944,786

One- to four-family - correspondent
1,776

 
880

 
2,656

 
2,547,714

 
2,550,370

One- to four-family - bulk purchased
3,802

 
2,612

 
6,414

 
304,863

 
311,277

Commercial real estate
41

 

 
41

 
317,722

 
317,763

Consumer - home equity
341

 
423

 
764

 
118,315

 
119,079

Consumer - other
22

 
2

 
24

 
4,429

 
4,453

 
$
13,596

 
$
8,945

 
$
22,541

 
$
7,225,187

 
$
7,247,728

 
September 30, 2017
 
 
 
90 or More Days
 
Total
 
 
 
Total
 
30 to 89 Days
 
Delinquent or
 
Delinquent
 
Current
 
Recorded
 
Delinquent
 
in Foreclosure
 
Loans
 
Loans
 
Investment
 
(Dollars in thousands)
One- to four-family - originated
$
13,216

 
$
5,500

 
$
18,716

 
$
3,956,598

 
$
3,975,314

One- to four-family - correspondent
1,855

 
92

 
1,947

 
2,477,916

 
2,479,863

One- to four-family - bulk purchased
3,233

 
3,399

 
6,632

 
346,807

 
353,439

Commercial real estate

 

 

 
268,979

 
268,979

Consumer - home equity
467

 
406

 
873

 
121,193

 
122,066

Consumer - other
33

 
4

 
37

 
3,771

 
3,808

 
$
18,804

 
$
9,401

 
$
28,205

 
$
7,175,264

 
$
7,203,469


The recorded investment in mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process as of June 30, 2018 and September 30, 2017 was $2.8 million and $4.3 million, respectively, which is included in loans 90 or more days delinquent or in foreclosure in the table above.   The carrying value of residential OREO held as a result of obtaining physical possession upon completion of a foreclosure or through completion of a deed in lieu of foreclosure was $897 thousand at June 30, 2018 and $1.4 million at September 30, 2017.

The following table presents the recorded investment, by class, in loans classified as nonaccrual at the dates presented.
 
June 30, 2018
 
September 30, 2017
 
(Dollars in thousands)
One- to four-family - originated
$
7,490

 
$
10,054

One- to four-family - correspondent
977

 
1,804

One- to four-family - bulk purchased
2,964

 
4,264

Commercial real estate

 

Consumer - home equity
492

 
519

Consumer - other
2

 
4

 
$
11,925

 
$
16,645



17


In accordance with the Bank's asset classification policy, management regularly reviews the problem loans in the Bank's portfolio to determine whether any loans require classification. Loan classifications are defined as follows:

Special mention - These loans are performing loans on which known information about the collateral pledged or the possible credit problems of the borrower(s) have caused management to have doubts as to the ability of the borrower(s) to comply with present loan repayment terms and which may result in the future inclusion of such loans in the non-performing loan categories.
Substandard - A loan is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard loans include those characterized by the distinct possibility the Bank will sustain some loss if the deficiencies are not corrected.
Doubtful - Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses present make collection or liquidation in full on the basis of currently existing facts and conditions and values highly questionable and improbable.
Loss - Loans classified as loss are considered uncollectible and of such little value that their continuance as assets on the books is not warranted.

The following table sets forth the recorded investment in loans classified as special mention or substandard, by class, at the dates presented. Special mention and substandard loans are included in the ACL formula analysis model if the loans are not individually evaluated for loss. Loans classified as doubtful or loss are individually evaluated for loss. At the dates presented, there were no loans classified as doubtful, and all loans classified as loss were fully charged-off.
 
June 30, 2018
 
September 30, 2017
 
Special Mention
 
Substandard
 
Special Mention
 
Substandard
 
(Dollars in thousands)
One- to four-family - originated
$
8,867

 
$
22,892

 
$
7,031

 
$
30,059

One- to four-family - correspondent
885

 
3,497

 
261

 
3,800

One- to four-family - bulk purchased

 
6,765

 

 
8,005

Commercial real estate
41

 

 

 

Consumer - home equity
286

 
889

 
9

 
1,032

Consumer - other

 
3

 

 
4

 
$
10,079

 
$
34,046

 
$
7,301

 
$
42,900


The following table shows the weighted average credit score and weighted average LTV for one- to four-family loans and consumer home equity loans at the dates presented. Borrower credit scores are intended to provide an indication as to the likelihood that a borrower will repay their debts. Credit scores are updated at least semiannually, with the last update in March 2018, from a nationally recognized consumer rating agency. The LTV ratios provide an estimate of the extent to which the Bank may incur a loss on any given loan that may go into foreclosure. The consumer - home equity LTV does not take into account the first lien position, if applicable.  The LTV ratios were based on the current loan balance and either the lesser of the purchase price or original appraisal, or the most recent Bank appraisal, if available. In most cases, the most recent appraisal was obtained at the time of origination.
 
June 30, 2018
 
September 30, 2017
 
Credit Score
 
LTV
 
Credit Score
 
LTV
One- to four-family - originated
768
 
63
%
 
767
 
63
%
One- to four-family - correspondent
764
 
67

 
764
 
68

One- to four-family - bulk purchased
759
 
62

 
757
 
63

Consumer - home equity
755
 
19

 
755
 
19

 
766
 
63

 
765
 
64






18


Troubled Debt Restructurings ("TDRs") - The following tables present the recorded investment prior to restructuring and immediately after restructuring in all loans restructured during the periods presented. These tables do not reflect the recorded investment at the end of the periods indicated. Any increase in the recorded investment at the time of the restructuring was generally due to the capitalization of delinquent interest and/or escrow balances. During the fourth quarter of fiscal year 2017, management refined its methodology for assessing whether a loan modification qualifies as a TDR which, though not material, resulted in fewer loans being classified as TDRs in the current fiscal year.
 
For the Three Months Ended
 
For the Nine Months Ended
 
June 30, 2018
 
June 30, 2018
 
Number
 
Pre-
 
Post-
 
Number
 
Pre-
 
Post-
 
of
 
Restructured
 
Restructured
 
of
 
Restructured
 
Restructured
 
Contracts
 
Outstanding
 
Outstanding
 
Contracts
 
Outstanding
 
Outstanding
 
(Dollars in thousands)
One- to four-family - originated
1

 
$
40

 
$
47

 
4

 
$
207

 
$
223

One- to four-family - correspondent
1

 
97

 
97

 
1

 
97

 
97

One- to four-family - bulk purchased

 

 

 

 

 

Commercial real estate

 

 

 

 

 

Consumer - home equity

 

 

 

 

 

Consumer - other

 

 

 

 

 

 
2

 
$
137

 
$
144

 
5

 
$
304

 
$
320

 
For the Three Months Ended
 
For the Nine Months Ended
 
June 30, 2017
 
June 30, 2017
 
Number
 
Pre-
 
Post-
 
Number
 
Pre-
 
Post-
 
of
 
Restructured
 
Restructured
 
of
 
Restructured
 
Restructured
 
Contracts
 
Outstanding
 
Outstanding
 
Contracts
 
Outstanding
 
Outstanding
 
(Dollars in thousands)
One- to four-family - originated
28

 
$
2,447

 
$
2,518

 
109

 
$
11,735

 
$
12,195

One- to four-family - correspondent
7

 
1,435

 
1,443

 
10
 
1,695

 
1,704

One- to four-family - bulk purchased
1

 
344

 
348

 
3

 
1,031

 
1,048

Commercial real estate

 

 

 

 

 

Consumer - home equity
3

 
51

 
53

 
17

 
368

 
380

Consumer - other

 

 

 

 

 

 
39

 
$
4,277

 
$
4,362

 
139

 
$
14,829

 
$
15,327



19


The following table provides information on TDRs that became delinquent during the periods presented within 12 months after being restructured.
 
For the Three Months Ended
 
For the Nine Months Ended
 
June 30, 2018
 
June 30, 2017
 
June 30, 2018
 
June 30, 2017
 
Number of
 
Recorded
 
Number of
 
Recorded
 
Number of
 
Recorded
 
Number of
 
Recorded
 
Contracts
 
Investment
 
Contracts
 
Investment
 
Contracts
 
Investment
 
Contracts
 
Investment
 
(Dollars in thousands)
One- to four-family - originated
1

 
$
34

 
14

 
$
1,439

 
20

 
$
1,288

 
36

 
$
3,486

One- to four-family - correspondent

 

 
1

 
119

 
1

 
124

 
1

 
119

One- to four-family - bulk purchased

 

 
1

 
354

 
3

 
1,040

 
1

 
354

Commercial real estate

 

 

 

 

 

 

 

Consumer - home equity

 

 
6

 
93

 
4

 
133

 
15

 
432

Consumer - other

 

 

 

 

 

 

 

 
1

 
$
34

 
22

 
$
2,005

 
28

 
$
2,585

 
53

 
$
4,391



Impaired loans - The following information pertains to impaired loans, by class, as of the dates presented. All impaired loans were individually evaluated for loss and all losses were charged-off, resulting in no related ACL for these loans.
 
June 30, 2018
 
September 30, 2017
 
 
 
Unpaid
 
 
 
Unpaid
 
Recorded
 
Principal
 
Recorded
 
Principal
 
Investment
 
Balance
 
Investment
 
Balance
 
(Dollars in thousands)
One- to four-family - originated
$
20,662

 
$
21,329

 
$
30,251

 
$
30,953

One- to four-family - correspondent
2,926

 
3,023

 
3,800

 
3,771

One- to four-family - bulk purchased
6,041

 
7,005

 
7,403

 
8,606

Commercial real estate

 

 

 

Consumer - home equity
535

 
767

 
775

 
997

Consumer - other

 
29

 

 
24

 
$
30,164

 
$
32,153

 
$
42,229

 
$
44,351


20


The following information pertains to impaired loans, by class, for the periods presented. During the fourth quarter of fiscal year 2017, management refined its methodology for classifying loans as impaired. The change resulting from this refinement was immaterial. Impaired loans include loans partially charged-off and TDRs.
 
For the Three Months Ended
 
For the Nine Months Ended
 
June 30, 2018
 
June 30, 2017
 
June 30, 2018
 
June 30, 2017
 
Average
 
Interest
 
Average
 
Interest
 
Average
 
Interest
 
Average
 
Interest
 
Recorded
 
Income
 
Recorded
 
Income
 
Recorded
 
Income
 
Recorded
 
Income
 
Investment
 
Recognized
 
Investment
 
Recognized
 
Investment
 
Recognized
 
Investment
 
Recognized
 
(Dollars in thousands)
With no related allowance recorded
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
One- to four-family - originated
$
21,939

 
$
236

 
$
24,342

 
$
230

 
$
25,254

 
$
784

 
$
23,478

 
$
653

One- to four-family - correspondent
3,055

 
24

 
3,497

 
32

 
3,351

 
88

 
3,463

 
91

One- to four-family - bulk purchased
6,113

 
48

 
9,950

 
49

 
6,563

 
143

 
10,490

 
144

Commercial real estate

 

 

 

 

 

 

 

Consumer - home equity
552

 
10

 
1,095

 
12

 
609

 
29

 
1,043

 
75

Consumer - other

 

 
4

 

 

 

 
8

 

 
31,659

 
318

 
38,888

 
323

 
35,777

 
1,044

 
38,482

 
963

With an allowance recorded
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
One- to four-family - originated

 

 
12,787

 
117

 

 

 
12,878

 
367

One- to four-family - correspondent

 

 
2,405

 
20

 

 

 
2,150

 
52

One- to four-family - bulk purchased

 

 
1,136

 
7

 

 

 
1,358

 
17

Commercial real estate

 

 

 

 

 

 

 

Consumer - home equity

 

 
444

 
4

 

 

 
525

 
33

Consumer - other

 

 
12

 

 

 

 
12

 

 

 

 
16,784

 
148

 

 

 
16,923

 
469

Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
One- to four-family - originated
21,939

 
236

 
37,129

 
347

 
25,254

 
784

 
36,356

 
1,020

One- to four-family - correspondent
3,055

 
24

 
5,902

 
52

 
3,351

 
88

 
5,613

 
143

One- to four-family - bulk purchased
6,113

 
48

 
11,086

 
56

 
6,563

 
143

 
11,848

 
161

Commercial real estate

 

 

 

 

 

 

 

Consumer - home equity
552

 
10

 
1,539

 
16

 
609

 
29

 
1,568

 
108

Consumer - other

 

 
16

 

 

 

 
20

 

 
$
31,659

 
$
318

 
$
55,672

 
$
471

 
$
35,777

 
$
1,044

 
$
55,405

 
$
1,432



21


Allowance for Credit Losses - The following is a summary of ACL activity, by loan portfolio segment, for the periods presented, and the ending balance of ACL based on the Company's impairment methodology.

 
For the Three Months Ended June 30, 2018
 
One- to Four-Family
 
 
 
 
 
 
 

 
Correspondent
 
Bulk
 

 
Commercial
 
 
 
 
 
Originated
 
Purchased
 
Purchased
 
Total
 
Real Estate
 
Consumer
 
Total
 
(Dollars in thousands)
Beginning balance
$
3,156

 
$
2,034

 
$
1,000

 
$
6,190

 
$
2,038

 
$
162

 
$
8,390

Charge-offs
(51
)
 

 

 
(51
)
 

 
(3
)
 
(54
)
Recoveries
4

 

 

 
4

 

 
4

 
8

Provision for credit losses
(80
)
 
(111
)
 

 
(191
)
 
192

 
(1
)
 

Ending balance
$
3,029

 
$
1,923

 
$
1,000

 
$
5,952

 
$
2,230

 
$
162

 
$
8,344

 
For the Nine Months Ended June 30, 2018
 
One- to Four-Family
 
 
 
 
 
 
 

 
Correspondent
 
Bulk
 

 
Commercial
 
 
 
 
 
Originated
 
Purchased
 
Purchased
 
Total
 
Real Estate
 
Consumer
 
Total
 
(Dollars in thousands)
Beginning balance
$
3,173

 
$
1,922

 
$
1,000

 
$
6,095

 
$
2,112

 
$
191

 
$
8,398

Charge-offs
(122
)
 
(128
)
 

 
(250
)
 

 
(38
)
 
(288
)
Recoveries
21

 

 
196

 
217

 

 
17

 
234

Provision for credit losses
(43
)
 
129

 
(196
)
 
(110
)
 
118

 
(8
)
 

Ending balance
$
3,029

 
$
1,923

 
$
1,000

 
$
5,952

 
$
2,230

 
$
162

 
$
8,344

 
For the Three Months Ended June 30, 2017
 
One- to Four-Family
 
 
 
 
 
 
 

 
Correspondent
 
Bulk
 

 
Commercial
 
 
 
 
 
Originated
 
Purchased
 
Purchased
 
Total
 
Real Estate
 
Consumer
 
Total
 
(Dollars in thousands)
Beginning balance
$
3,351

 
$
1,940

 
$
1,000

 
$
6,291

 
$
1,885

 
$
271

 
$
8,447

Charge-offs
(4
)
 

 
(25
)
 
(29
)
 

 
(12
)
 
(41
)
Recoveries
3

 

 
69

 
72

 

 
8

 
80

Provision for credit losses
(128
)
 
(24
)
 
(44
)
 
(196
)
 
204

 
(8
)
 

Ending balance
$
3,222

 
$
1,916

 
$
1,000

 
$
6,138

 
$
2,089

 
$
259

 
$
8,486


22


 
For the Nine Months Ended June 30, 2017
 
One- to Four-Family
 
 
 
 
 
 
 

 
Correspondent
 
Bulk
 

 
Commercial
 
 
 
 
 
Originated
 
Purchased
 
Purchased
 
Total
 
Real Estate
 
Consumer
 
Total
 
(Dollars in thousands)
Beginning balance
$
3,928

 
$
2,102

 
$
1,065

 
$
7,095

 
$
1,208

 
$
237

 
$
8,540

Charge-offs
(45
)
 

 
(73
)
 
(118
)
 

 
(37
)
 
(155
)
Recoveries
3

 

 
69

 
72

 

 
29

 
101

Provision for credit losses
(664
)
 
(186
)
 
(61
)
 
(911
)
 
881

 
30

 

Ending balance
$
3,222

 
$
1,916

 
$
1,000

 
$
6,138

 
$
2,089

 
$
259

 
$
8,486


The following is a summary of the loan portfolio and related ACL balances, at the dates presented, by loan portfolio segment disaggregated by the Company's impairment method. There was no ACL for loans individually evaluated for impairment at either date as all losses were charged-off.

 
June 30, 2018
 
One- to Four-Family
 

 
 
 
 
 

 
Correspondent
 
Bulk
 

 
Commercial
 
 
 
 
 
Originated
 
Purchased
 
Purchased
 
Total
 
Real Estate
 
Consumer
 
Total
 
(Dollars in thousands)
Recorded investment in loans
 
 
 
 
 
 
 
 
 
 
 
 
 
collectively evaluated for impairment
$
3,924,124

 
$
2,547,444

 
$
305,236

 
$
6,776,804

 
$
317,763

 
$
122,997

 
$
7,217,564

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Recorded investment in loans
 
 
 
 
 
 
 
 
 
 
 
 
 
individually evaluated for impairment
20,662

 
2,926

 
6,041

 
29,629

 

 
535

 
30,164

 
$
3,944,786

 
$
2,550,370

 
$
311,277

 
$
6,806,433

 
$
317,763

 
$
123,532

 
$
7,247,728

 
 
 
 
 
 
 
 
 
 
 
 
 
 
ACL for loans collectively
 
 
 
 
 
 
 
 
 
 
 
 
 
evaluated for impairment
$
3,029

 
$
1,923

 
$
1,000

 
$
5,952

 
$
2,230

 
$
162

 
$
8,344

 
September 30, 2017
 
One- to Four-Family
 

 
 
 
 
 

 
Correspondent
 
Bulk
 

 
Commercial
 
 
 
 
 
Originated
 
Purchased
 
Purchased
 
Total
 
Real Estate
 
Consumer
 
Total
 
(Dollars in thousands)
Recorded investment in loans
 
 
 
 
 
 
 
 
 
 
 
 
 
collectively evaluated for impairment
$
3,945,063

 
$
2,476,063

 
$
346,035

 
$
6,767,161

 
$
268,979

 
$
125,100

 
$
7,161,240

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Recorded investment in loans
 
 
 
 
 
 
 
 
 
 
 
 
 
individually evaluated for impairment
30,251

 
3,800

 
7,404

 
41,455

 

 
774

 
42,229

 
$
3,975,314

 
$
2,479,863

 
$
353,439

 
$
6,808,616

 
$
268,979

 
$
125,874

 
$
7,203,469

 
 
 
 
 
 
 
 
 
 
 
 
 
 
ACL for loans collectively
 
 
 
 
 
 
 
 
 
 
 
 
 
evaluated for impairment
$
3,173

 
$
1,922

 
$
1,000

 
$
6,095

 
$
2,112

 
$
191

 
$
8,398


23


5. INCOME TAXES
The Tax Act made significant changes to the U.S. corporate income tax laws, such as a permanent reduction in the federal corporate income tax rate from 35% to 21% effective January 1, 2018, bonus depreciation that will allow full expensing of qualified property, and other changes to and/or limitations on certain corporate income tax deductions. As required by Section 15 of the Internal Revenue Code, the Company will have a blended statutory federal income tax rate of 24.5% for fiscal year 2018, which is based on the applicable income tax rates prior to and subsequent to January 1, 2018 and the number of days in the fiscal year. In accordance with GAAP, the Company applied the blended federal income tax rate to pretax income in the current quarter and revalued its deferred tax assets and liabilities as of December 22, 2017 to account for the future impact of a lower federal income tax rate. The revaluation of the Company's deferred tax assets and liabilities resulted in a $7.5 million reduction in income tax expense during the December 31, 2017 quarter and a corresponding reduction in the Company's net deferred tax liability.

Management estimates the effective income tax rate for fiscal year 2018 will be between 20% and 21% which is significantly lower than the effective tax rate of 34.2% for fiscal year 2017. The effective income tax rate is anticipated to be lower in the current fiscal year than the prior fiscal year due primarily to the revaluation of the Company's deferred tax assets and liabilities along with a lower blended statutory federal income tax rate. During the December 31, 2017 quarter, management reviewed the carrying value of the Bank's low income housing partnership investments in relation to the remaining tax benefits, considering the reduction in the corporate income tax rate, and determined there was no impairment present.

6. REPURCHASE AGREEMENTS
At June 30, 2018 and September 30, 2017, the Company had repurchase agreements outstanding in the amount of $100.0 million and $200.0 million, respectively, with a weighted average contractual rate of 2.53% and 2.94%, respectively. The $100.0 million outstanding at June 30, 2018 is scheduled to mature during fiscal year 2020. All of the Company's repurchase agreements at June 30, 2018 and September 30, 2017 were fixed-rate. See Note 3 for information regarding the amount of securities pledged as collateral in conjunction with repurchase agreements. Securities are delivered to the party with whom each transaction is executed and the party agrees to resell the same securities to the Bank at the maturity of the agreement. The Bank retains the right to substitute similar securities throughout the terms of the agreements. The repurchase agreements and collateral are subject to valuation at current market levels and the Bank may ask for the return of excess collateral or be required to post additional collateral due to changes in the market values of these items. The Bank may also be required to post additional collateral as a result of principal payments received on the securities pledged.



24


7. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair Value Measurements - The Company uses fair value measurements to record fair value adjustments to certain financial instruments and to determine fair value disclosures in accordance with Accounting Standards Codification ("ASC") 820 and ASC 825. The Company's AFS securities and interest rate swaps are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other financial instruments on a non-recurring basis, such as OREO and loans individually evaluated for impairment. These non-recurring fair value adjustments involve the application of lower of cost or fair value accounting or write-downs of individual financial instruments.

The Company groups its financial instruments at fair value in three levels based on the markets in which the financial instruments are traded and the reliability of the assumptions used to determine fair value. These levels are:

Level 1 - Valuation is based upon quoted prices for identical instruments traded in active markets.
Level 2 - Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
Level 3 - Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect the Company's own estimates of assumptions that market participants would use in pricing the financial instrument. Valuation techniques include the use of option pricing models, discounted cash flow models, and similar techniques. The results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the financial instrument.

The Company bases its fair values on the price that would be received from the sale of a financial instrument in an orderly transaction between market participants at the measurement date under current market conditions. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value.

The following is a description of valuation methodologies used for financial instruments measured at fair value on a recurring basis.

AFS Securities - The Company's AFS securities portfolio is carried at estimated fair value, with any unrealized gains and losses, net of taxes, reported as AOCI in stockholders' equity. The majority of the securities within the AFS portfolio were issued by GSEs. The Company primarily uses prices obtained from third party pricing services to determine the fair value of its securities. On a quarterly basis, management corroborates a sample of prices obtained from the third party pricing service for Level 2 securities by comparing them to an independent source. If the price provided by the independent source varies by more than a predetermined percentage from the price received from the third party pricing service, then the variance is researched by management. The Company did not have to adjust prices obtained from the third party pricing service when determining the fair value of its securities during the nine months ended June 30, 2018 or during fiscal year 2017. The Company's major security types, based on the nature and risks of the securities, are:

GSE Debentures - Estimated fair values are based on a discounted cash flow method. Cash flows are determined by taking any embedded options into consideration and are discounted using current market yields for similar securities. (Level 2)
MBS - Estimated fair values are based on a discounted cash flow method. Cash flows are determined based on prepayment projections of the underlying mortgages and are discounted using current market yields for benchmark securities. (Level 2)
Municipal Bonds - Estimated fair values are based on a discounted cash flow method. Cash flows are determined by taking any embedded options into consideration and are discounted using current market yields for securities with similar credit profiles. (Level 2)
Trust Preferred Securities - Estimated fair values are based on a discounted cash flow method. Cash flows are determined by taking prepayment and underlying credit considerations into account. The discount rates are derived from secondary trades and bid/offer prices. (Level 3)

Interest Rate Swaps - The Company's interest rate swaps are designated as cash flow hedges and are reported at fair value in other assets on the consolidated balance sheet if in a gain position, and in accounts payable and accrued expenses if in a loss position, with any unrealized gains and losses, net of taxes, reported as AOCI in stockholders' equity. The estimated fair value of the interest rates swaps are obtained from the counterparty and are determined using a discounted cash flow analysis using observable market-based inputs. On a quarterly basis, management corroborates the estimated fair values by internally calculating the estimated fair value using a discounted cash flow analysis using independent observable market-based inputs from a third party. The Company did not make any adjustments to the estimated fair value during the nine months ended June 30, 2018 or during fiscal year 2017. (Level 2)


25


The following tables provide the level of valuation assumption used to determine the carrying value of the Company's financial instruments measured at fair value on a recurring basis at the dates presented.
 
June 30, 2018
 
 
 
Quoted Prices
 
Significant
 
Significant
 
 
 
in Active Markets
 
Other Observable
 
Unobservable
 
Carrying
 
for Identical Assets
 
 Inputs
 
Inputs
 
Value
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
(Dollars in thousands)
Assets:
 
 
 
 
 
 
 
AFS Securities:
 
 
 
 
 
 
 
GSE debentures
$
237,866

 
$

 
$
237,866

 
$

MBS
315,988

 

 
315,988

 

Municipal bonds
1,507

 

 
1,507

 

 
555,361

 

 
555,361

 

Interest Rate Swaps
5,868

 

 
5,868

 

 
$
561,229

 
$

 
$
561,229

 
$


 
September 30, 2017
 
 
 
Quoted Prices
 
Significant
 
Significant
 
 
 
in Active Markets
 
Other Observable
 
Unobservable
 
Carrying
 
for Identical Assets
 
 Inputs
 
Inputs
 
Value
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
(Dollars in thousands)
Assets:
 
 
 
 
 
 
 
AFS Securities:
 
 
 
 
 
 
 
GSE debentures
$
270,729

 
$

 
$
270,729

 
$

MBS
141,516

 

 
141,516

 

Municipal bonds
1,535

 

 
1,535

 

Trust preferred securities
2,051

 

 

 
2,051

 
$
415,831

 
$

 
$
413,780

 
$
2,051

 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Interest Rate Swaps
$
598

 
$

 
$
598

 
$


The Company sold its Level 3 AFS security during the nine months ended June 30, 2018, received proceeds of $2.1 million, and recognized a gain on sale of $9 thousand, which is included in other non-interest income in the Company's consolidated statement of income. The Company's Level 3 AFS securities had no activity during the three and nine months ended June 30, 2017, except for principal repayments of $13 thousand and $75 thousand, respectively, an increase in net unrealized losses of $4 thousand for the three months ended June 30, 2017 and a decrease in net unrealized losses $121 thousand for the nine months ended June 30, 2017, which are included in other comprehensive income.


26


The following is a description of valuation methodologies used for significant financial instruments measured at fair value on a non-recurring basis.

Loans Receivable - The amount of loans individually evaluated for impairment on a non-recurring basis during the nine months ended June 30, 2018 and 2017 that were still held in the portfolio as of June 30, 2018 and 2017 was $5.8 million and $22.4 million, respectively. All of these loans were secured by residential real estate and were individually evaluated to determine if the carrying value of the loan was in excess of the fair value of the collateral, less estimated selling costs of 10%. Fair values were estimated through current appraisals. Management does not adjust or apply a discount to the appraised value, except for the estimated sales cost noted above. The primary significant unobservable input for loans individually evaluated for impairment was the appraisal. Fair values of loans individually evaluated for impairment cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the loan and, as such, are classified as Level 3. Based on this evaluation, the Bank charged-off all loss amounts as of June 30, 2018 and 2017; therefore, the fair value was equal to the carrying value and there was no ACL related to these loans.

OREO - OREO primarily represents real estate acquired as a result of foreclosure or by deed in lieu of foreclosure and is carried at lower of cost or fair value. Fair value is estimated through current appraisals or listing prices, less estimated selling costs of 10%. Management does not adjust or apply a discount to the appraised value or listing price, except for the estimated sales costs noted above. The primary significant unobservable input for OREO was the appraisal or listing price. Fair values of foreclosed property cannot be determined with precision and may not be realized in an actual sale of the property and, as such, are classified as Level 3. The fair value of OREO measured on a non-recurring basis during the nine months ended June 30, 2018 and 2017 that was still held in the portfolio as of June 30, 2018 and 2017 was $897 thousand and $1.9 million, respectively. The carrying value of the properties equaled the fair value of the properties at June 30, 2018 and 2017.

Fair Value Disclosures - The Company determined estimated fair value amounts using available market information and a variety of valuation methodologies as of the dates presented. Considerable judgment is required to interpret market data to develop the estimates of fair value. The estimates presented are not necessarily indicative of amounts the Company would realize from a current market exchange at subsequent dates.

The carrying amounts and estimated fair values of the Company's financial instruments, at the dates presented, were as follows:
 
June 30, 2018
 
September 30, 2017
 
 
 
Estimated
 
 
 
Estimated
 
Carrying
 
Fair
 
Carrying
 
Fair
 
Amount
 
Value
 
Amount
 
Value
 
(Dollars in thousands)
Assets:
 
 
 
 
 
 
 
Cash and cash equivalents
$
182,078

 
$
182,078

 
$
351,659

 
$
351,659

AFS securities
555,361

 
555,361

 
415,831

 
415,831

HTM securities
664,522

 
654,965

 
827,738

 
833,009

Loans receivable
7,239,384

 
7,169,554

 
7,195,071

 
7,354,100

FHLB stock
100,694

 
100,694

 
100,954

 
100,954

Interest rate swaps
5,868

 
5,868

 

 

Liabilities:
 
 
 
 
 
 
 
Deposits
5,323,083

 
5,293,281

 
5,309,868

 
5,318,249

FHLB borrowings
2,174,816

 
2,148,525

 
2,173,808

 
2,182,841

Repurchase agreements
100,000

 
99,244

 
200,000

 
202,004

Interest rate swaps

 

 
598

 
598



27


The following methods and assumptions were used to estimate the fair value of the financial instruments:

Cash and cash equivalents - The carrying amounts of cash and cash equivalents are considered to approximate their fair value due to the nature of the financial assets. (Level 1)

HTM securities - Estimated fair values of securities are based on one of three methods: (1) quoted market prices where available; (2) quoted market prices for similar instruments if quoted market prices are not available; (3) unobservable data that represents the Bank's assumptions about items that market participants would consider in determining fair value where no market data is available. HTM securities are carried at amortized cost. (Level 2)

Loans receivable - The fair value of one- to four-family loans and home equity loans are generally estimated using the present value of expected future cash flows, assuming future prepayments and using discount factors determined by prices obtained from securitization markets, less a discount for the cost of servicing and lack of liquidity. The estimated fair value of the Bank's commercial and consumer loans are based on the expected future cash flows assuming future prepayments and discount factors based on current offering rates. (Level 3)

FHLB stock - The carrying value and estimated fair value of FHLB stock equals cost, which is based on redemption at par value. (Level 1)

Deposits - The estimated fair value of demand deposits, savings, and money market accounts is the amount payable on demand at the reporting date. The estimated fair value of these deposits at June 30, 2018 and September 30, 2017 was $2.48 billion and $2.40 billion, respectively. (Level 1) The fair value of certificates of deposit is estimated by discounting future cash flows using current London Interbank Offered Rates ("LIBOR"). The estimated fair value of certificates of deposit at June 30, 2018 and September 30, 2017 was $2.81 billion and $2.92 billion, respectively. (Level 2)

FHLB borrowings and repurchase agreements - The fair value of fixed-maturity borrowed funds is estimated by discounting estimated future cash flows using current offer rates. (Level 2) The carrying value of FHLB line of credit is considered to approximate its fair value due to the nature of the financial liability. (Level 1)
Interest rate swaps - The fair value of the interest rate swaps was determined using discounted cash flow analysis using observable market-based inputs. (Level 2)

8. OTHER COMPREHENSIVE INCOME
The following tables present the changes in the components of AOCI, net of tax, for the three and nine months ended June 30, 2018. During the three and nine months ended June 30, 2017, the only changes in AOCI, net of tax, were related to unrealized gains (losses) on AFS securities and there were no amounts reclassified from AOCI.
 
For the Three Months Ended June 30, 2018
 
Unrealized
 
Unrealized
 
 
 
Gains (Losses)
 
Gains (Losses)
 
 
 
on AFS
 
on Cash Flow
 
Total
 
Securities
 
Hedges
 
AOCI
 
(dollars in thousands)
Beginning balance
$
687

 
$
4,472

 
$
5,159

Other comprehensive income (loss), before reclassifications
(1,366
)
 
(1
)
 
(1,367
)
Amount reclassified from AOCI

 
(29
)
 
(29
)
Other comprehensive income (loss)
(1,366
)
 
(30
)
 
(1,396
)
Ending balance
$
(679
)
 
$
4,442

 
$
3,763



28


 
For the Nine Months Ended June 30, 2018
 
Unrealized
 
Unrealized
 
 
 
Gains (Losses)
 
Gains (Losses)
 
 
 
on AFS
 
on Cash Flow
 
Total
 
Securities
 
Hedges
 
AOCI
 
(dollars in thousands)
Beginning balance
$
3,290

 
$
(372
)
 
$
2,918

Other comprehensive income (loss), before reclassifications
(4,430
)
 
5,051

 
621

Amount reclassified from AOCI

 
(443
)
 
(443
)
Other comprehensive income (loss)
(4,430
)
 
4,608

 
178

Reclassification of certain income tax effects related to adoption of ASU 2018-02
461

 
206

 
667

Ending balance
$
(679
)
 
$
4,442

 
$
3,763



29


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The Company and the Bank may from time to time make written or oral "forward-looking statements," including statements contained in documents filed or furnished by the Company with the SEC. These forward-looking statements may be included in this Quarterly Report on Form 10-Q and the exhibits attached to it, in the Company's reports to stockholders, in the Company's press releases, and in other communications by the Company, which are made in good faith by us pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995.

These forward-looking statements include statements about our beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, which are subject to significant risks and uncertainties, and are subject to change based on various factors, some of which are beyond our control. The words "may," "could," "should," "would," "believe," "anticipate," "estimate," "expect," "intend," "plan" and similar expressions are intended to identify forward-looking statements. The following factors, among others, could cause our future results to differ materially from the beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions expressed in the forward-looking statements:

our ability to maintain overhead costs at reasonable levels;
our ability to originate and purchase a sufficient volume of one- to four-family loans in order to maintain the balance of that portfolio at a level desired by management;
our ability to invest funds in wholesale or secondary markets at favorable yields compared to the related funding source;
our ability to access cost-effective funding;
fluctuations in deposit flows;
the future earnings and capital levels of the Bank and the continued non-objection by our primary federal banking regulators, to the extent required, to distribute capital from the Bank to the Company, which could affect the ability of the Company to pay dividends in accordance with its dividend policy;
the strength of the U.S. economy in general and the strength of the local economies in which we conduct operations, including areas where we have purchased large amounts of correspondent loans;
changes in real estate values, unemployment levels, and the level and direction of loan delinquencies and charge-offs may require changes in the estimates of the adequacy of the ACL, which may adversely affect our business;
increases in non-performing assets, which may require the Bank to increase the ACL, charge-off loans and incur elevated collection and carrying costs related to such non-performing assets;
results of examinations of the Bank and the Company by their respective primary federal banking regulators, including the possibility that the regulators may, among other things, require us to increase our ACL;
changes in accounting principles, policies, or guidelines;
the effects of, and changes in, monetary and interest rate policies of the Board of Governors of the Federal Reserve System ("FRB");
the effects of, and changes in, trade and fiscal policies and laws of the United States government;
the effects of, and changes in, foreign and military policies of the United States government;
inflation, interest rate, market, monetary, and currency fluctuations;
the timely development and acceptance of new products and services and the perceived overall value of these products and services by users, including the features, pricing, and quality compared to competitors' products and services;
the willingness of users to substitute competitors' products and services for our products and services;
our success in gaining regulatory approval of our products and services and branching locations, when required;
the impact of interpretations of, and changes in, financial services laws and regulations, including laws concerning taxes, banking, securities, consumer protection and insurance and the impact of other governmental initiatives affecting the financial services industry;
implementing business initiatives may be more difficult or expensive than anticipated;
significant litigation;
technological changes;
our ability to maintain the security of our financial, accounting, technology, and other operating systems and facilities, including the ability to withstand cyber-attacks;
acquisitions and dispositions;
the expected cost savings, synergies and other benefits from the acquisition of Capital City Bancshares, Inc. ("CCB") might not be realized within the anticipated time frames or at all, and costs or difficulties relating to integration matters might be greater than expected;
changes in consumer spending, borrowing and saving habits; and
our success at managing the risks involved in our business.

This list of important factors is not all inclusive. For a discussion of risks and uncertainties related to our business that could adversely impact our operations and/or financial results, see "Part I, Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2017. We do not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company or the Bank.

30



As used in this Form 10-Q, unless we specify otherwise, "the Company," "we," "us," and "our" refer to Capitol Federal Financial, Inc. a Maryland corporation. "Capitol Federal Savings," and "the Bank," refer to Capitol Federal Savings Bank, a federal savings bank and the wholly-owned subsidiary of Capitol Federal Financial, Inc.

The following discussion and analysis is intended to assist in understanding the financial condition, results of operations, liquidity, and capital resources of the Company. The Bank comprises almost all of the consolidated assets and liabilities of the Company and the Company is dependent primarily upon the performance of the Bank for the results of its operations. Because of this relationship, references to management actions, strategies and results of actions apply to both the Bank and the Company. This discussion and analysis should be read in conjunction with Management's Discussion and Analysis included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2017, filed with the SEC.

Executive Summary
The following summary should be read in conjunction with the Management's Discussion and Analysis of Financial Condition and Results of Operations section in its entirety.

We have been, and intend to continue to be, a community-oriented financial institution offering a variety of financial services to meet the needs of the communities we serve. We attract retail deposits from the general public and invest those funds primarily in permanent loans secured by first mortgages on owner-occupied, one- to four-family residences. We also originate consumer loans primarily secured by mortgages on one- to four-family residences and originate and participate in commercial real estate loans. We also invest in certain investment securities and MBS using funding from deposits, FHLB borrowings, and repurchase agreements.

On April 30, 2018, the Company and CCB, the parent company of Capital City Bank, announced the signing of a definitive agreement and plan of merger pursuant to which CCB will merge with and into the Company. Immediately upon closing the merger, Capital City Bank will merge with and into the Bank. As of June 30, 2018, the Company has recognized approximately $500 thousand in acquisition-related expenses. The transaction is currently expected to close in the fourth quarter of fiscal year 2018, during which the Company anticipates that approximately $700 thousand of additional acquisition-related expenses will be recognized.

As a result of the merger, the Bank will enter the commercial banking business through the origination of commercial lending products, offering of commercial deposit services, and will begin offering trust services. The benefits of the commercial banking business may include the following:
the ability to change the mix of the loan portfolio by reinvesting repayments of correspondent loans into the commercial loan portfolio,
the potential reduction in the cost of funds as a result of having the ability to replace Federal Home Loan Bank borrowings with lower-costing commercial deposits,
the potential reduction in the Bank's loans-to-deposits ratio as a result of an increase in commercial deposits, and
the increased diversification of revenue streams and increased cross-selling opportunities resulting from access to new products and a new customer base.

The Company's results of operations are primarily dependent on net interest income, which is the difference between the interest earned on loans, securities, and cash, and the interest paid on deposits and borrowings. On a weekly basis, management reviews deposit flows, loan demand, cash levels, and changes in several market rates to assess all pricing strategies. The Bank's pricing strategy for first mortgage loan products includes setting interest rates based on secondary market prices and competitor pricing for our local lending markets, and secondary market prices and competitor pricing for our correspondent lending markets. Generally, deposit pricing is based upon a survey of competitors in the Bank's market areas, and the need to attract funding and retain maturing deposits. The majority of our loans are fixed-rate products with maturities up to 30 years, while the majority of our retail deposits have stated maturities or repricing dates of less than two years.

The Company is significantly affected by prevailing economic conditions, including federal monetary and fiscal policies and federal regulation of financial institutions. Retail deposit balances are influenced by a number of factors, including interest rates paid on competing investment products, the level of personal income, and the personal rate of savings within our market areas. Lending activities are influenced by the demand for housing and other loans, our loan underwriting guidelines compared to those of our competitors, as well as interest rate pricing competition from other lending institutions.

Local economic conditions have a significant impact on the ability of borrowers to repay loans and the value of the collateral securing these loans. The industries in the Bank's local market areas, where the properties securing approximately 67% of the Bank's one- to four-family loans are located, are diversified, especially in the Kansas City metropolitan statistical area, which comprises the largest segment of our loan portfolio and deposit base. As of June 2018, the unemployment rate was 3.4% for Kansas and 3.5% for Missouri, compared to the national average of 4.0%, based on information from the Bureau of Labor Statistics. The Kansas City market area has

31


an average household income of approximately $80 thousand per annum, based on 2017 estimates from Claritas Pop-Facts Premier. The average household income in our combined local market areas is approximately $76 thousand per annum, with 91% of the population at or above the poverty level, also based on the 2017 estimates from Claritas Pop-Facts Premier. The Federal Housing Finance Agency price index for Kansas and Missouri continues to indicate relative stability in property values in our local market areas. Management also monitors broad industry and economic indicators and trends in the states and/or metropolitan statistical areas with the highest concentrations of correspondent purchased loans.

The Tax Act enacted on December 22, 2017 made significant changes to the U.S. corporate income tax laws, such as a permanent reduction in the federal corporate income tax rate from 35% to 21% effective January 1, 2018, and changes to and/or limitations on certain income tax deductions. The Company has a fiscal year end of September 30th, so the change in the income tax rate will result in the use of a blended federal income tax rate for fiscal year 2018. In accordance with GAAP, the Company applied the blended federal income tax rate to pretax income in the current year nine month period and revalued its deferred tax assets and liabilities as of December 22, 2017 to account for the future impact of a lower income tax rate. The revaluation of the Company's deferred tax assets and liabilities reduced income tax expense in the current year nine month period by $7.5 million. Management estimates the effective tax rate for the fourth quarter of fiscal year 2018 will be approximately 26% to 27%, resulting in an effective income tax rate of 20% to 21% for fiscal year 2018. Management estimates the effective income tax rate for fiscal year 2019 will be approximately 22%.

The Bank continued, at times, to utilize a leverage strategy to increase earnings in fiscal year 2018. The leverage strategy during the current fiscal year involved borrowing up to $2.10 billion either on the Bank's FHLB line of credit or by entering into short-term FHLB advances, depending on the rates offered by FHLB. The borrowings were repaid prior to each quarter end. The proceeds from the borrowings, net of the required FHLB stock holdings, which yielded 6.9% during the current quarter and 6.7% during the current year nine month period, were deposited at the FRB of Kansas City. Net income attributable to the leverage strategy is largely derived from the dividends received on FHLB stock holdings, plus the net interest rate spread between the yield on the cash at the FRB of Kansas City and the rate paid on the related FHLB borrowings, less applicable federal insurance premiums and estimated taxes. Net income attributable to the leverage strategy was $212 thousand during the current quarter, compared to $715 thousand during the prior year quarter. The decrease between quarters was due mainly to a decrease in the net interest rate spread between the yield on the cash at the FRB of Kansas City and the rate paid on the related FHLB borrowings. Additionally, management suspended the strategy during the current quarter due to the large negative interest rate spread, which resulted in the strategy not being profitable. Net income attributable to the leverage strategy was $1.7 million for current year nine month period, compared to $2.2 million for the prior year nine month period. Management continues to monitor the net interest rate spread and overall profitability of the strategy. The strategy will be reimplemented if it reaches a position that is profitable.

For the quarter ended June 30, 2018, the Company recognized net income of $22.4 million, or $0.17 per share, compared to net income of $21.4 million, or $0.16 per share for the quarter ended June 30, 2017. The $1.0 million increase in net income was due primarily to a decrease in income tax expense resulting from the Tax Act being signed into law in December 2017, partially offset by an increase in non-interest expense.

For the nine month period ended June 30, 2018, the Company recognized net income of $77.5 million, or $0.58 per share, an increase of $14.0 million, or 22.0%, from the nine month period ended June 30, 2017. The increase in net income was due primarily to a decrease in income tax expense resulting from the Tax Act being signed into law in December 2017. The net interest margin increased nine basis points, from 1.78% for the prior year nine month period to 1.87% for the current year nine month period. Excluding the effects of the leverage strategy, the net interest margin would have increased 10 basis points, from 2.13% for the prior year nine month period to 2.23% for the current year nine month period. The increase in the net interest margin was due mainly to an increase in interest-earning asset yields, as well as a shift in the mix of interest-earning assets from relatively lower yielding securities to higher yielding loans.

Total assets were $9.05 billion at June 30, 2018 compared to $9.19 billion at September 30, 2017. The $144.2 million decrease was due primarily to a $169.6 million decrease in cash and cash equivalents. During the current year nine month period, asset cash flows not reinvested were used mainly to pay off certain maturing term borrowings.

The loan receivable portfolio was $7.24 billion at June 30, 2018 compared to $7.20 billion at September 30, 2017. During the current year nine month period, the Bank originated and refinanced $458.5 million of loans with a weighted average rate of 4.05% and purchased $318.6 million of one- to four-family loans from correspondent lenders with a weighted average rate of 3.70%. The Bank also entered into participations totaling $108.6 million of commercial real estate loans with a weighted average rate of 4.15%, of which $93.7 million had not yet been funded as of June 30, 2018.

The Bank is continuing to manage the size of its loan portfolio, as it manages its liquidity levels to a target level of 15%.  The size of the loan portfolio has been managed by controlling correspondent loan volume primarily through the rates offered to correspondent lenders.  Management intends to continue to manage the size of the loan portfolio after the merger with Capital City Bank by utilizing cash flows from the correspondent loan portfolio to fund commercial loan growth. Given the balance of total assets, it is unlikely that

32


loan growth will substantially increase in the current environment. Generally, over the past few years, cash flows from the securities portfolio have been used primarily to purchase loans and in part to pay down FHLB advances. By moving cash from lower yielding assets to higher yielding assets and repaying higher costing liabilities, we have been able to maintain our net interest margin.  In addition to the repayment of securities, the Bank has emphasized growth in the deposit portfolio in part to pay down FHLB advances. The ratio of securities and cash to total assets was 15.5% at June 30, 2018.

Total liabilities were $7.71 billion at June 30, 2018 compared to $7.82 billion at September 30, 2017. The $117.2 million decrease was due mainly to a decrease in repurchase agreements resulting from the payoff of a maturing repurchase agreement during the current year nine month period.

Stockholders' equity was $1.34 billion at June 30, 2018 compared to $1.37 billion at September 30, 2017. The $27.0 million decrease was due primarily to the payment of $106.9 million in cash dividends, partially offset by net income of $77.5 million. In the long run, management considers a 10% ratio of stockholders' equity to total assets at the Bank an appropriate level of capital. At June 30, 2018, this ratio was 13.0%.

Available Information
Financial and other Company information, including press releases, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports can be obtained free of charge from our investor relations website, http://ir.capfed.com. SEC filings are available on our website immediately after they are electronically filed with or furnished to the SEC, and are also available on the SEC's website at www.sec.gov.

Critical Accounting Policies
Our most critical accounting policies are the methodologies used to determine the ACL and fair value measurements. These policies are important to the presentation of our financial condition and results of operations, involve a high degree of complexity, and require management to make difficult and subjective judgments that may require assumptions or estimates about highly uncertain matters. The use of different judgments, assumptions, and estimates could affect reported results materially. These critical accounting policies and their application are reviewed at least annually by our audit committee. For a full discussion of our critical accounting policies, see Item 7 - "Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies" in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2017.

Financial Condition
The following table presents selected balance sheet information as of the dates indicated.
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
2018
 
2018
 
2017
 
2017
 
2017
 
(Dollars in thousands)
Total assets
$
9,048,737

 
$
9,116,461

 
$
8,990,159

 
$
9,192,916

 
$
9,103,280

Cash and cash equivalents
182,078

 
140,580

 
29,120

 
351,659

 
130,249

AFS securities
555,361

 
559,146

 
501,884

 
415,831

 
452,894

HTM securities
664,522

 
716,372

 
770,806

 
827,738

 
891,037

Loans receivable, net
7,239,384

 
7,200,663

 
7,189,744

 
7,195,071

 
7,240,594

FHLB stock, at cost
100,694

 
195,626

 
195,470

 
100,954

 
101,039

Deposits
5,323,083

 
5,354,193

 
5,266,217

 
5,309,868

 
5,267,685

Borrowings
2,274,816

 
2,274,478

 
2,274,146

 
2,373,808

 
2,373,472

Stockholders' equity
1,341,325

 
1,364,740

 
1,350,611

 
1,368,313

 
1,358,986

Equity to total assets at end of period
14.8
%
 
15.0
%
 
15.0
%
 
14.9
%
 
14.9
%

33


Loans Receivable. The following table presents the balance and weighted average rate of our loan portfolio as of the dates indicated. Within the one- to four-family loan portfolio at June 30, 2018, 60% of this amount had a balance at origination of less than $453 thousand.
 
June 30, 2018
 
September 30, 2017
 
Amount
 
Rate
 
Amount
 
Rate
 
(Dollars in thousands)
Real estate loans:
 
 
 
 
 
 
 
One- to four-family:
 
 
 
 
 
 
 
Originated
$
3,931,251

 
3.71
%
 
$
3,959,232

 
3.70
%
Correspondent purchased
2,514,929

 
3.56

 
2,445,311

 
3.53

Bulk purchased
309,837

 
2.41

 
351,705

 
2.29

Construction
27,565

 
3.54

 
30,647

 
3.45

Total
6,783,582

 
3.59

 
6,786,895

 
3.56

Commercial:
 
 
 
 
 
 
 
Permanent
274,410

 
4.10

 
183,030

 
4.24

Construction
44,645

 
4.64

 
86,952

 
3.80

Total
319,055

 
4.17

 
269,982

 
4.10

Total real estate loans
7,102,637

 
3.62

 
7,056,877

 
3.58

 
 
 
 
 
 
 
 
Consumer loans:
 
 
 
 
 
 
 
Home equity
119,079

 
5.79

 
122,066

 
5.40

Other
4,453

 
4.02

 
3,808

 
4.05

Total consumer loans
123,532

 
5.73

 
125,874

 
5.36

Total loans receivable
7,226,169

 
3.66

 
7,182,751

 
3.61

 
 
 
 
 
 
 
 
Less:
 
 
 
 
 
 
 
ACL
8,344

 
 
 
8,398

 
 
Discounts/unearned loan fees
25,124

 
 
 
24,962

 
 
Premiums/deferred costs
(46,683
)
 
 
 
(45,680
)
 
 
Total loans receivable, net
$
7,239,384

 
 
 
$
7,195,071

 
 



34


Loan Activity - The following table summarizes activity in the loan portfolio, along with weighted average rates where applicable, for the periods indicated, excluding changes in ACL, discounts/unearned loan fees, and premiums/deferred costs. Loans that were paid-off as a result of refinances and loans that are sold are included in repayments. Loan endorsements are not included in the activity in the following table because a new loan is not generated at the time of the endorsement. The endorsed balance and rate are included in the ending loan portfolio balance and rate. During the nine months ended June 30, 2018, the Bank endorsed $15.4 million of one- to four-family loans, reducing the average rate on those loans by 20 basis points.
 
For the Three Months Ended
 
June 30, 2018
 
March 31, 2018
 
December 31, 2017
 
September 30, 2017
 
Amount
 
Rate
 
Amount
 
Rate
 
Amount
 
Rate
 
Amount
 
Rate
 
(Dollars in thousands)
Beginning balance
$
7,187,742

 
3.63
%
 
$
7,177,504

 
3.62
%
 
$
7,182,751

 
3.61
%
 
$
7,228,425

 
3.60
%
Originated and refinanced:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed
143,059

 
4.21

 
77,825

 
3.80

 
109,102

 
3.70

 
102,687

 
3.82

Adjustable
54,385

 
4.42

 
36,612

 
4.28

 
37,502

 
4.26

 
44,900

 
4.10

Purchased and participations:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed
78,650

 
4.04

 
120,155

 
3.85

 
85,565

 
3.73

 
76,906

 
3.92

Adjustable
30,017

 
3.49

 
48,062

 
3.61

 
64,689

 
3.87

 
17,046

 
3.33

Change in undisbursed loan funds
19,808

 
 
 
(25,002
)
 
 
 
(17,706
)
 
 
 
21,823

 
 
Repayments
(286,923
)
 
 
 
(246,894
)
 
 
 
(283,880
)
 
 
 
(307,909
)
 
 
Principal (charge-offs) recoveries, net
(46
)
 
 
 
20

 
 
 
(28
)
 
 
 
(88
)
 
 
Other
(523
)
 
 
 
(540
)
 
 
 
(491
)
 
 
 
(1,039
)
 
 
Ending balance
$
7,226,169

 
3.66

 
$
7,187,742

 
3.63

 
$
7,177,504

 
3.62

 
$
7,182,751

 
3.61

 
For the Nine Months Ended
 
June 30, 2018
 
June 30, 2017
 
Amount
 
Rate
 
Amount
 
Rate
 
(Dollars in thousands)
Beginning balance
$
7,182,751

 
3.61
%
 
$
6,949,522

 
3.60
%
Originations and refinances:
 
 
 
 
 
 
 
Fixed
329,986

 
3.94

 
408,536

 
3.57

Adjustable
128,499

 
4.33

 
142,355

 
3.75

Purchases and participations:
 
 
 
 
 
 
 
Fixed
284,370

 
3.87

 
466,567

 
3.70

Adjustable
142,768

 
3.71

 
70,350

 
2.96

Change in undisbursed loan funds
(22,900
)
 
 
 
55,206

 
 
Repayments
(817,697
)
 
 
 
(861,899
)
 
 
Principal charge-offs, net
(54
)
 
 
 
(54
)
 
 
Other
(1,554
)
 
 
 
(2,158
)
 
 
Ending balance
$
7,226,169

 
3.66

 
$
7,228,425

 
3.60




35


The following table presents loan origination, refinance, and purchase activity for the periods indicated, excluding endorsement activity, along with associated weighted average rates and percent of total. Loan originations, purchases, and refinances are reported together. The fixed-rate one- to four-family loans less than or equal to 15 years have an original maturity at origination of less than or equal to 15 years, while fixed-rate one- to four-family loans greater than 15 years have an original maturity at origination of greater than 15 years. The adjustable-rate one- to four-family loans less than or equal to 36 months have a term to first reset of less than or equal to 36 months at origination, and adjustable-rate one- to four-family loans greater than 36 months have a term to first reset of greater than 36 months at origination.
 
For the Three Months Ended
 
June 30, 2018
 
June 30, 2017
 
Amount
 
Rate
 
% of Total
 
Amount
 
Rate
 
% of Total
 
(Dollars in thousands)
Fixed-rate:
 
 
 
 
 
 
 
 
 
 
 
One- to four-family:
 
 
 
 
 
 
 
 
 
 
 
<= 15 years
$
51,678

 
3.67
%
 
16.9
%
 
$
43,684

 
3.39
%
 
13.3
%
> 15 years
167,293

 
4.27

 
54.7

 
180,496

 
4.07

 
54.9

Commercial real estate
1,000

 
4.00

 
0.3

 
26,196

 
4.08

 
8.0

Home equity
1,631

 
6.13

 
0.5

 
983

 
5.83

 
0.3

Other
107

 
11.41

 

 
104

 
9.78

 

Total fixed-rate
221,709

 
4.15

 
72.4

 
251,463

 
3.96

 
76.5

 
 
 
 
 
 
 
 
 
 
 
 
Adjustable-rate:
 
 
 
 
 
 
 
 
 
 
 
One- to four-family:
 
 
 
 
 
 
 
 
 
 
 
<= 36 months
2,568

 
3.37

 
0.8

 
1,140

 
2.94

 
0.3

> 36 months
60,419

 
3.57

 
19.8

 
56,487

 
3.24

 
17.2

Commercial real estate
420

 
4.50

 
0.1

 

 

 

Home equity
20,190

 
5.79

 
6.6

 
19,322

 
5.19

 
5.9

Other
805

 
2.54

 
0.3

 
353

 
3.43

 
0.1

Total adjustable-rate
84,402

 
4.09

 
27.6

 
77,302

 
3.72

 
23.5

 
 
 
 
 
 
 
 
 
 
 
 
Total originated, refinanced and purchased
$
306,111

 
4.13

 
100.0
%
 
$
328,765

 
3.90

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
Purchased and participation loans included above:
 
 
 
 
 
 
 
 
 
 
Fixed-rate:
 
 
 
 
 
 
 
 
 
 
 
Correspondent - one- to four-family
$
77,650

 
4.04

 
 
 
$
108,845

 
3.95

 
 
Participations - commercial real estate
1,000

 
4.00

 
 
 
26,196

 
4.08

 
 
Total fixed-rate purchased/participations
78,650

 
4.04

 
 
 
135,041

 
3.97

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjustable-rate:
 
 
 
 
 
 
 
 
 
 
 
Correspondent - one- to four-family
30,017

 
3.49

 
 
 
17,930

 
3.24

 
 
Total purchased/participation loans
$
108,667

 
3.89

 
 
 
$
152,971

 
3.89

 
 

36


 
For the Nine Months Ended
 
June 30, 2018
 
June 30, 2017
 
Amount
 
Rate
 
% of Total
 
Amount
 
Rate
 
% of Total
 
(Dollars in thousands)
Fixed-rate:
 
 
 
 
 
 
 
 
 
 
 
One- to four-family:
 
 
 
 
 
 
 
 
 
 
 
<= 15 years
$
131,665

 
3.40
%
 
14.9
%
 
$
180,559

 
3.00
%
 
16.6
%
> 15 years
440,018

 
4.02

 
49.7

 
633,436

 
3.78

 
58.2

Commercial real estate
39,049

 
4.13

 
4.4

 
58,487

 
4.02

 
5.4

Home equity
3,250

 
6.06

 
0.4

 
2,323

 
5.84

 
0.2

Other
374

 
9.16

 

 
298

 
10.11

 

Total fixed-rate
614,356

 
3.91

 
69.4

 
875,103

 
3.64

 
80.4

 
 
 
 
 
 
 
 
 
 
 
 
Adjustable-rate:
 
 
 
 
 
 
 
 
 
 
 
One- to four-family:
 
 
 
 
 
 
 
 
 
 
 
<= 36 months
5,111

 
3.11

 
0.6

 
3,897

 
2.73

 
0.4

> 36 months
139,035

 
3.36

 
15.7

 
154,426

 
3.01

 
14.2

Commercial real estate
69,963

 
4.17

 
7.9

 

 

 

Home equity
54,809

 
5.55

 
6.2

 
52,602

 
4.95

 
4.8

Other
2,349

 
3.30

 
0.2

 
1,780

 
3.39

 
0.2

Total adjustable-rate
271,267

 
4.00

 
30.6

 
212,705

 
3.49

 
19.6

 
 
 
 
 
 
 
 
 
 
 
 
Total originated, refinanced and purchased
$
885,623

 
3.94

 
100.0
%
 
$
1,087,808

 
3.61

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
Purchased and participation loans included above:
 
 
 
 
 
 
 
 
 
 
Fixed-rate:
 
 
 
 
 
 
 
 
 
 
 
Correspondent - one- to four-family
$
245,361

 
3.82

 
 
 
$
408,080

 
3.66

 
 
Participations - commercial real estate
39,009

 
4.13

 
 
 
58,487

 
4.02

 
 
Total fixed-rate purchased/participations
284,370

 
3.87

 
 
 
466,567

 
3.70

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjustable-rate:
 
 
 
 
 
 
 
 
 
 
 
Correspondent - one- to four-family
73,225

 
3.27

 
 
 
70,350

 
2.96

 
 
Participations - commercial real estate
69,543

 
4.16

 
 
 

 

 
 
Total adjustable-rate purchased/participations
142,768

 
3.71

 
 
 
70,350

 
2.96

 
 
Total purchased/participation loans
$
427,138

 
3.81

 
 
 
$
536,917

 
3.60

 
 

One- to Four-Family Loans - The following table presents, for our portfolio of one- to four-family loans, the amount, percent of total, weighted average credit score, weighted average LTV ratio, and average balance per loan as of the dates presented. Credit scores are updated at least semiannually, with the latest update in March 2018, from a nationally recognized consumer rating agency. The LTV ratios were based on the current loan balance and either the lesser of the purchase price or original appraisal, or the most recent Bank appraisal, if available. In most cases, the most recent appraisal was obtained at the time of origination.
 
June 30, 2018
 
September 30, 2017
 
 
 
% of
 
Credit
 
 
 
Average
 
 
 
% of
 
Credit
 
 
 
Average
 
Amount
 
Total
 
Score
 
LTV
 
Balance
 
Amount
 
Total
 
Score
 
LTV
 
Balance
 
(Dollars in thousands)
Originated
$
3,931,251

 
58.2
%
 
768

 
63
%
 
$
137

 
$
3,959,232

 
58.6
%
 
767

 
63
%
 
$
135

Correspondent purchased
2,514,929

 
37.2

 
764

 
67

 
378

 
2,445,311

 
36.2

 
764

 
68

 
375

Bulk purchased
309,837

 
4.6

 
759

 
62

 
305

 
351,705

 
5.2

 
757

 
63

 
305

 
$
6,756,017

 
100.0
%
 
766

 
64

 
186

 
$
6,756,248

 
100.0
%
 
765

 
65

 
182


37


The following table presents originated, refinanced, and correspondent purchased activity in our one- to four-family loan portfolio, excluding endorsement activity, along with associated weighted average LTVs and weighted average credit scores for the periods indicated. Of the loans originated during the current quarter and current year nine month period, $20.6 million and $59.0 million, respectively, were refinanced from other lenders. Of the loans originated and refinanced during the current year nine month period, 77% had loan values of $453 thousand or less. Of the correspondent loans purchased during the current year nine month period, 21% had loan values of $453 thousand or less.
 
For the Three Months Ended
 
June 30, 2018
 
June 30, 2017
 
 
 
 
 
Credit
 
 
 
 
 
Credit
 
Amount
 
LTV
 
Score
 
Amount
 
LTV
 
Score
 
(Dollars in thousands)
Originated
$
159,771

 
78
%
 
762

 
$
135,311

 
77
%
 
764

Refinanced by Bank customers
14,520

 
66

 
744

 
19,721

 
65

 
751

Correspondent purchased
107,667

 
73

 
766

 
126,775

 
75

 
767

 
$
281,958

 
76

 
763

 
$
281,807

 
75

 
764

 
For the Nine Months Ended
 
June 30, 2018
 
June 30, 2017
 
 
 
 
 
Credit
 
 
 
 
 
Credit
 
Amount
 
LTV
 
Score
 
Amount
 
LTV
 
Score
 
(Dollars in thousands)
Originated
$
341,407

 
77
%
 
762

 
$
390,983

 
77
%
 
768

Refinanced by Bank customers
55,836

 
67

 
750

 
102,905

 
66

 
763

Correspondent purchased
318,586

 
73

 
765

 
478,430

 
74

 
766

 
$
715,829

 
75

 
763

 
$
972,318

 
74

 
767


The following table presents the amount, percent of total, and weighted average rate, by state, of one- to four-family loan originations and correspondent purchases where originations and purchases in the state exceeded five percent of the total amount originated and purchased during the nine month period ended June 30, 2018.
 
 
For the Three Months Ended
 
For the Nine Months Ended
 
 
June 30, 2018
 
June 30, 2018
State
 
Amount
 
% of Total
 
Rate
 
Amount
 
% of Total
 
Rate
 
 
(Dollars in thousands)
Kansas
 
$
150,867

 
53.5
%
 
4.08
%
 
$
350,282

 
48.9
%
 
3.83
%
Missouri
 
52,081

 
18.5

 
4.05

 
131,854

 
18.4

 
3.80

Texas
 
40,621

 
14.4

 
3.83

 
128,773

 
18.0

 
3.66

Other states
 
38,389

 
13.6

 
3.84

 
104,920

 
14.7

 
3.67

 
 
$
281,958

 
100.0
%
 
4.01

 
$
715,829

 
100.0
%
 
3.77



38


One- to Four-Family Loan Commitments - The following table summarizes our one- to four-family loan origination and refinance commitments and one- to four-family correspondent loan purchase commitments as of June 30, 2018, along with associated weighted average rates. Loan commitments generally have fixed expiration dates or other termination clauses and may require the payment of a rate lock fee. It is expected that some of the loan commitments will expire unfunded, so the amounts reflected in the table below are not necessarily indicative of future cash needs.
 
Fixed-Rate
 
 
 
 
 
 
 
15 years
 
More than
 
Adjustable-
 
Total
 
or less
 
15 years
 
Rate
 
Amount
 
Rate
 
(Dollars in thousands)
Originate/refinance
$
10,638

 
$
31,613

 
$
15,352

 
$
57,603

 
4.09
%
Correspondent
4,761

 
58,655

 
8,872

 
72,288

 
4.30

 
$
15,399

 
$
90,268

 
$
24,224

 
$
129,891

 
4.21

 
 
 
 
 
 
 
 
 
 
Rate
3.80
%
 
4.38
%
 
3.81
%
 
 
 
 

Commercial Real Estate Loans - Commercial real estate loans are originated or participated in based on the income producing potential of the property, the collateral value, and the financial strength of the borrower. Additionally, the Bank generally requires personal guarantees. The Bank generally requires a minimum debt service coverage ratio of 1.25 and limits LTV ratios to 80% for commercial real estate loans depending on the property type. During the current year nine month period, the Bank entered into commercial real estate loan participations of $108.6 million, which included $102.6 million of commercial real estate construction loans. Substantially all of the $102.6 million of commercial real estate construction loans had not yet been funded as of June 30, 2018.
 
The following table presents the Bank's commercial real estate loans and loan commitments by industry classification, as defined by the North American Industry Classification System, as of June 30, 2018. Based on the terms of the construction loans as of June 30, 2018, of the $142.5 million of undisbursed amounts in the table, which does not include outstanding commitments, $29.8 million is projected to be disbursed by September 30, 2018, and an additional $88.0 million is projected to be disbursed by June 30, 2019. It is possible that not all of the funds will be disbursed due to the nature of the funding of construction projects. Included in the gross loan amounts in the table, which does not include outstanding commitments, are fixed-rate loans totaling $309.3 million at a weighted average rate of 4.07% and adjustable-rate loans totaling $152.3 million at a weighted average rate of 4.72%. The weighted average rate of fixed-rate loans is lower than that of adjustable-rate loans due primarily to the majority of the fixed-rate loans in the portfolio at June 30, 2018 having shorter terms to maturity. Additionally, the credit risk for most of the Bank's commercial real estate borrowing relationships is mitigated due to the amount of equity injected into the projects, strong debt service coverage ratios, and the liquidity, personal cash flow and net worth of the guarantors. Several of these borrowing relationships have a preference for fixed-rate loans and the market interest rates are typically lower for these types of borrowers.
 
Unpaid
 
Undisbursed
 
Gross Loan
 
Outstanding
 
 
 
% of
 
Principal
 
Amount
 
Amount
 
Commitments
 
Total
 
Total
 
(Dollars in thousands)
Accommodation and food services
$
144,640

 
$
35,416

 
$
180,056

 
$
24,000

 
$
204,056

 
37.2
%
Health care and social assistance
71,871

 
61,326

 
133,197

 
27,941

 
161,138

 
29.4

Real estate rental and leasing
35,744

 
23,813

 
59,557

 

 
59,557

 
10.9

Multi-family
9,997

 
20,806

 
30,803

 
24,783

 
55,586

 
10.1

Arts, entertainment, and recreation
32,700

 

 
32,700

 

 
32,700

 
6.0

Retail trade
17,653

 
1,159

 
18,812

 
10,100

 
28,912

 
5.3

Manufacturing
6,334

 

 
6,334

 

 
6,334

 
1.1

Other
116

 

 
116

 

 
116

 

 
$
319,055

 
$
142,520

 
$
461,575

 
$
86,824

 
$
548,399

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average rate
4.17
%
 
4.53
%
 
4.28
%
 
4.62
%
 
4.34
%
 
 


39


The following table summarizes the Bank's commercial real estate loans and loan commitments by state as of June 30, 2018.
 
Unpaid
 
Undisbursed
 
Gross Loan
 
Outstanding
 
 
 
% of
 
Principal
 
Amount
 
Amount
 
Commitments
 
Total
 
Total
 
(Dollars in thousands)
Texas
$
124,175

 
$
48,453

 
$
172,628

 
$
29,900

 
$
202,528

 
36.9
%
Missouri
97,931

 
71,378

 
169,309

 
32,141

 
201,450

 
36.8

Kansas
73,474

 
383

 
73,857

 

 
73,857

 
13.5

Kentucky

 

 

 
24,783

 
24,783

 
4.5

Nebraska
144

 
20,806

 
20,950

 

 
20,950

 
3.8

Colorado
7,798

 

 
7,798

 

 
7,798

 
1.4

Arkansas
7,789

 

 
7,789

 

 
7,789

 
1.4

California
6,334

 

 
6,334

 

 
6,334

 
1.2

Montana
1,410

 
1,500

 
2,910

 

 
2,910

 
0.5

 
$
319,055

 
$
142,520

 
$
461,575

 
$
86,824

 
$
548,399

 
100.0
%

The following table presents the Bank's commercial real estate loan portfolio and outstanding loan commitments, categorized by gross loan amount (unpaid principal plus undisbursed amounts) or outstanding loan commitment amount, as of June 30, 2018.
 
Count
 
Amount
 
(Dollars in thousands)
Greater than $30 million
4

 
$
155,742

>$15 to $30 million
11

 
264,155

>$10 to $15 million
3

 
37,152

>$5 to $10 million
3

 
20,023

$1 to $5 million
22

 
63,079

Less than $1 million
19

 
8,248

 
62

 
$
548,399


40



Asset Quality. The Bank's traditional underwriting guidelines have provided the Bank with generally low delinquencies and low levels of non-performing assets compared to national levels. Of particular importance is the complete and full documentation required for each loan the Bank originates, participates in or purchases. Generally, one- to four-family owner occupied loans are currently underwritten according to the "ability to repay" and "qualified mortgage" standards, as issued by the CFPB. This allows the Bank to make an informed credit decision based upon a thorough assessment of the borrower's ability to repay the loan. See additional discussion regarding underwriting standards in "Part I, Item 1. Business - Lending Practices and Underwriting Standards" in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2017.

Delinquent and non-performing loans and OREO - The following table presents the Company's 30 to 89 day delinquent loans at the dates indicated. Of the loans 30 to 89 days delinquent at June 30, 2018, approximately 68% were 59 days or less delinquent.
 
Loans Delinquent for 30 to 89 Days at:
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
2018
 
2018
 
2017
 
2017
 
2017
 
Number
 
Amount
 
Number
 
Amount
 
Number
 
Amount
 
Number
 
Amount
 
Number
 
Amount
 
(Dollars in thousands)
One- to four-family:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Originated
104
 
$
7,639

 
106
 
$
8,476

 
129
 
$
11,435

 
129

 
$
13,257

 
120

 
$
10,455

Correspondent purchased
6
 
1,757

 
5
 
744

 
4
 
1,118

 
8

 
1,827

 
5

 
1,278

Bulk purchased
16
 
3,773

 
17
 
4,182

 
21
 
4,691

 
22

 
3,194

 
15

 
2,511

Commercial
1

 
40

 

 

 

 

 

 

 

 

Consumer:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Home equity
21
 
341

 
21
 
349

 
32
 
604

 
30

 
467

 
30

 
412

Other
9
 
22

 
3
 
7

 
6
 
33

 
5

 
33

 
5

 
14

 
157
 
$
13,572

 
152
 
$
13,758

 
192
 
$
17,881

 
194

 
$
18,778

 
175

 
$
14,670

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans 30 to 89 days delinquent
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
to total loans receivable, net
 
 
0.19
%
 
 
 
0.19
%
 
 
 
0.25
%
 
 
 
0.26
%
 
 
 
0.20
%

The table below presents the Company's non-performing loans and OREO at the dates indicated. Non-performing loans are loans that are 90 or more days delinquent or in foreclosure and other loans required to be reported as nonaccrual pursuant to regulatory reporting requirements, even if the loans are current. At all dates presented, there were no loans 90 or more days delinquent that were still accruing interest. Non-performing assets include non-performing loans and OREO. OREO primarily includes assets acquired in settlement of loans. Over the past 12 months, OREO properties acquired in settlement of loans were owned by the Bank, on average, for approximately five months before the properties were sold.

41


 
Non-Performing Loans and OREO at:
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
2018
 
2018
 
2017
 
2017
 
2017
 
Number
 
Amount
 
Number
 
Amount
 
Number
 
Amount
 
Number
 
Amount
 
Number
 
Amount
 
(Dollars in thousands)
Loans 90 or More Days Delinquent or in Foreclosure:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
One- to four-family:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Originated
64

 
$
5,043

 
67

 
$
6,434

 
67

 
$
5,981

 
67

 
$
5,515

 
50

 
$
4,264

Correspondent purchased
4

 
863

 
4

 
1,151

 
2

 
553

 
1

 
91

 

 

Bulk purchased
8

 
2,597

 
12

 
3,325

 
14

 
3,693

 
13

 
3,371

 
18

 
4,805

Consumer:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Home equity
25

 
423

 
24

 
423

 
25

 
511

 
21

 
406

 
27

 
484

Other
2

 
2

 
4

 
5

 
1

 
3

 
1

 
4

 
2

 
10

 
103

 
8,928

 
111

 
11,338

 
109

 
10,741

 
103

 
9,387

 
97

 
9,563

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans 90 or more days delinquent or in foreclosure
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 as a percentage of total loans
 
 
0.12
%
 
 
 
0.16
%
 
 
 
0.15
%
 
 
 
0.13
%
 
 
 
0.13
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nonaccrual loans less than 90 Days Delinquent:(1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
One- to four-family:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Originated
24

 
$
2,469

 
27

 
$
2,961

 
32

 
$
3,385

 
50

 
$
4,567

 
89

 
$
9,493

Correspondent purchased
1

 
95

 

 

 
3

 
768

 
8

 
1,690

 
9

 
1,589

Bulk purchased
1

 
340

 
1

 
342

 
2

 
442

 
4

 
846

 
3

 
1,023

Consumer:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Home equity
4

 
68

 
3

 
55

 
5

 
86

 
7

 
113

 
12

 
251

 
30

 
2,972

 
31

 
3,358

 
42

 
4,681

 
69

 
7,216

 
113

 
12,356

Total non-performing loans
133

 
11,900

 
142

 
14,696

 
151

 
15,422

 
172

 
16,603

 
210

 
21,919

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-performing loans as a percentage of total loans
 
 
0.16
%
 
 
 
0.20
%
 
 
 
0.21
%
 
 
 
0.23
%
 
 
 
0.30
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OREO:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
One- to four-family:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Originated(2)
4

 
$
208

 
2

 
$
232

 
2

 
$
40

 
4

 
$
58

 
9

 
$
200

Bulk purchased
2

 
689

 
1

 
454

 
2

 
768

 
5

 
1,279

 
5

 
1,671

Consumer:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Home equity

 

 

 

 
1

 
67

 
1

 
67

 
1

 
82

 
6

 
897

 
3

 
686

 
5

 
875

 
10

 
1,404

 
15

 
1,953

Total non-performing assets
139

 
$
12,797

 
145

 
$
15,382

 
156

 
$
16,297

 
182

 
$
18,007

 
225

 
$
23,872

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-performing assets as a percentage of total assets
 
0.14
%
 
 
 
0.17
%
 
 
 
0.18
%
 
 
 
0.20
%
 
 
 
0.26
%

42


(1)
Represents loans required to be reported as nonaccrual pursuant to regulatory reporting requirements even if the loans are current. At June 30, 2018, March 31, 2018, December 31, 2017, September 30, 2017, and June 30, 2017, this amount was comprised of $990 thousand, $935 thousand, $1.8 million, $1.8 million, and $2.7 million, respectively, of loans that were 30 to 89 days delinquent and were reported as such, and $2.0 million, $2.4 million, $2.9 million, $5.4 million, and $9.7 million, respectively, of loans that were current.
(2)
Real estate-related consumer loans where we also hold the first mortgage are included in the one- to four-family category as the underlying collateral is one- to four-family property.

The following table presents the states where the properties securing one percent or more of the total amount of our one- to four-family loans are located and the corresponding balance of loans 30 to 89 days delinquent, 90 or more days delinquent or in foreclosure, and weighted average LTV ratios for loans 90 or more days delinquent or in foreclosure at June 30, 2018. The LTV ratios were based on the current loan balance and either the lesser of the purchase price or original appraisal, or the most recent Bank appraisal, if available. At June 30, 2018, potential losses, after taking into consideration anticipated private mortgage insurance proceeds and estimated selling costs, have been charged-off.
 
 
 
 
 
 
Loans 30 to 89
 
Loans 90 or More Days Delinquent
 
 
One- to Four-Family
 
Days Delinquent
 
or in Foreclosure
State
 
Amount
 
% of Total
 
Amount
 
% of Total
 
Amount
 
% of Total
 
LTV
 
 
(Dollars in thousands)
Kansas
 
$
3,624,004

 
53.6
%
 
$
6,610

 
50.2
%
 
$
4,335

 
51.0
%
 
67
%
Missouri
 
1,239,782

 
18.3

 
2,287

 
17.4

 
1,324

 
15.6

 
62

Texas
 
741,082

 
11.0

 
597

 
4.5

 
753

 
8.9

 
63

Tennessee
 
229,316

 
3.4

 

 

 

 

 
n/a

California
 
202,280

 
3.0

 

 

 

 

 
n/a

Pennsylvania
 
108,038

 
1.6

 
302

 
2.3

 

 

 
n/a

Georgia
 
94,009

 
1.4

 

 

 
396

 
4.6

 
50

Alabama
 
93,231

 
1.4

 
785

 
6.0

 

 

 
n/a

Oklahoma
 
64,846

 
1.0

 

 

 

 

 
n/a

Other states
 
359,429

 
5.3

 
2,588

 
19.6

 
1,695

 
19.9

 
71

 
 
$
6,756,017

 
100.0
%
 
$
13,169

 
100.0
%
 
$
8,503

 
100.0
%
 
66


Allowance for credit losses and Provision for credit losses - Management maintains an ACL to absorb inherent losses in the loan portfolio based on ongoing quarterly assessments of the loan portfolio. The ACL is maintained through provisions for credit losses which are either charged to or credited to income. Our ACL methodology considers a number of factors including the trend and composition of delinquent loans, trends in foreclosed property and short sale transactions and charge-off activity, the current status and trends of local and national employment levels, trends and current conditions in the real estate and housing markets, loan portfolio growth and concentrations, industry and peer charge-off activity and ACL ratios, and the Bank's ACL ratios. For our commercial real estate portfolio, we also consider qualitative factors such as geographic locations, property types, tenant brand name, borrowing relationships, and lending relationships in the case of participation loans, among other factors. See "Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies - Allowance for Credit Losses" and "Part II, Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Note 1. Summary of Significant Accounting Policies" in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2017 for a full discussion of our ACL methodology. See "Part I, Item 1. Financial Statements - Notes to Consolidated Financial Statements - Note 4. Loans Receivable and Allowance for Credit Losses" for additional information on the ACL.



43


The Bank did not record a provision for credit losses during the current quarter or the nine month period ended June 30, 2018. Based on management's assessment of the ACL formula analysis model and several other factors, management determined that no provision for credit losses was necessary. Net charge-offs were $46 thousand during the current quarter and $54 thousand during the current year nine month period. At June 30, 2018, loans 30 to 89 days delinquent were 0.19% of total loans and loans 90 or more days delinquent or in foreclosure were 0.12% of total loans. At September 30, 2017, loans 30 to 89 days delinquent were 0.26% of total loans and loans 90 or more days delinquent or in foreclosure were 0.13% of total loans.

The distribution of our ACL at the dates indicated is summarized below. Included in bulk purchased loans are $200.7 million of loans, or 65% of the total bulk purchased loan portfolio, at June 30, 2018, for which the seller of the loans has guaranteed to repurchase or replace any delinquent loans. The Bank has not experienced any losses on loans acquired from this seller as all delinquent loans have been repurchased by this seller since the loan package was purchased in fiscal year 2012. For the $109.2 million of bulk purchased loans at June 30, 2018 that do not have the above noted guarantee, the Bank has continued to experience a reduction in loan losses due to an improvement in collateral values. A large portion of these loans were originally interest-only loans with interest-only terms up to 10 years. All of the bulk purchased interest-only loans are now fully amortizing loans. Our correspondent purchased loans are purchased on a loan-by-loan basis from a select group of correspondent lenders and are underwritten by the Bank's underwriters based on underwriting standards that are generally the same as for our originated loans.
 
At
 
June 30, 2018
 
September 30, 2017
 
 
 
% of ACL
 
 
 
% of
 
 
 
% of ACL
 
 
 
% of
 
Amount
 
to Total
 
Total
 
Loans to
 
Amount
 
to Total
 
Total
 
Loans to
 
of ACL
 
ACL
 
Loans
 
Total Loans
 
of ACL
 
ACL
 
Loans
 
Total Loans
 
(Dollars in thousands)
Real estate loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
One- to four-family:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Originated
$
3,008

 
36.1
%
 
$
3,931,251

 
54.4
%
 
$
3,149

 
37.5
%
 
$
3,959,232

 
55.1
%
Correspondent purchased
1,923

 
23.0

 
2,514,929

 
34.8

 
1,922

 
22.9

 
2,445,311

 
34.0

Bulk purchased
1,000

 
12.0

 
309,837

 
4.3

 
1,000

 
11.9

 
351,705

 
4.9

Construction
21

 
0.3

 
27,565

 
0.4

 
24

 
0.3

 
30,647

 
0.4

Total
5,952

 
71.4

 
6,783,582

 
93.9

 
6,095

 
72.6

 
6,786,895

 
94.4

Commercial:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Permanent
1,784

 
21.4

 
274,410

 
3.8

 
1,242

 
14.8

 
183,030

 
2.6

Construction
446

 
5.3

 
44,645

 
0.6

 
870

 
10.3

 
86,952

 
1.2

Total
2,230

 
26.7

 
319,055

 
4.4

 
2,112

 
25.1

 
269,982

 
3.8

Total real estate loans
8,182

 
98.1

 
7,102,637

 
98.3

 
8,207

 
97.7

 
7,056,877

 
98.2

Consumer loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Home equity
131

 
1.6

 
119,079

 
1.6

 
159

 
1.9

 
122,066

 
1.7

Other consumer
31

 
0.3

 
4,453

 
0.1

 
32

 
0.4

 
3,808

 
0.1

Total consumer loans
162

 
1.9

 
123,532

 
1.7

 
191

 
2.3

 
125,874

 
1.8

 
$
8,344

 
100.0
%
 
$
7,226,169

 
100.0
%
 
$
8,398

 
100.0
%
 
$
7,182,751

 
100.0
%


44


The following tables present ACL activity and related ratios at the dates and for the periods indicated. See "Note 4 - Loans Receivable and Allowance for Credit Losses" for additional information related to ACL activity by specific loan categories. Using the Bank's annualized net historical loan losses from the Bank's formula analysis model over the past five years, the Bank would have approximately 21 years of net loan loss coverage based on the ACL balance at June 30, 2018.
 
For the Three Months Ended
 
June 30, 2018
 
March 31, 2018
 
December 31, 2017
 
September 30, 2017
 
June 30, 2017
 
(Dollars in thousands)
ACL beginning balance
$
8,390

 
$
8,370

 
$
8,398

 
$
8,486

 
$
8,447

Charge-offs
(54
)
 
(200
)
 
(34
)
 
(193
)
 
(41
)
Recoveries
8

 
220

 
6

 
105

 
80

Provision for credit losses

 

 

 

 

ACL ending balance
$
8,344

 
$
8,390

 
$
8,370

 
$
8,398

 
$
8,486

 
 
 
 
 
 
 
 
 
 
ACL to loans receivable, net at end of period
0.12
%
 
0.12
 %
 
0.12
%
 
0.12
%
 
0.12
 %
ACL to non-performing loans at end of period
70.12

 
57.09

 
54.27

 
50.58

 
38.72

Ratio of net charge-offs (recoveries) during the
 
 
 
 
 
 
 
 
 
period to average loans outstanding

 

 

 

 

Ratio of net charge-offs (recoveries) during the
 
 
 
 
 
 
 
 
 
period to average non-performing assets
0.33

 
(0.13
)
 
0.16

 
0.43

 
(0.15
)
ACL to net charge-offs (annualized)
45.3x

 
N/M(1)

 
76.4x

 
23.6x

 
N/M(1)

 
For the Nine Months Ended
 
June 30, 2018
 
June 30, 2017
 
(Dollars in thousands)
ACL beginning balance
$
8,398

 
$
8,540

Charge-offs
(288
)
 
(155
)
Recoveries
234

 
101

Provision for credit losses

 

ACL ending balance
$
8,344

 
$
8,486

 
 
 
 
Ratio of net charge-offs during the period to
 
 
 
average loans outstanding during the period
%
 
%
Ratio of net charge-offs during the period to
 
 
 
average non-performing assets during the period
0.35

 
0.19

ACL to net charge-offs (annualized)
116.8x

 
118.3x


(1)
This ratio is not presented for the time periods noted due to loan recoveries exceeding loan charge-offs during these periods.

45


Securities. The following table presents the distribution of our securities portfolio, at amortized cost, at the dates indicated. Overall, fixed-rate securities comprised 73% of our securities portfolio at June 30, 2018. The weighted average life ("WAL") is the estimated remaining maturity (in years) after three-month historical prepayment speeds and projected call option assumptions have been applied. Weighted average yields on tax-exempt securities are not calculated on a fully taxable equivalent basis.
 
June 30, 2018
 
March 31, 2018
 
September 30, 2017
 
Amount
 
Yield
 
WAL
 
Amount
 
Yield
 
WAL
 
Amount
 
Yield
 
WAL
 
(Dollars in thousands)
Fixed-rate securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
MBS
$
620,955

 
2.25
%
 
3.0

 
$
643,816

 
2.23
%
 
3.0

 
$
632,422

 
2.14
%
 
2.9

GSE debentures
240,543

 
1.99

 
2.3

 
271,354

 
1.62

 
1.4

 
271,300

 
1.29

 
1.3

Municipal bonds
23,763

 
1.56

 
1.8

 
24,131

 
1.57

 
2.0

 
28,337

 
1.65

 
2.0

Total fixed-rate securities
885,261

 
2.16

 
2.8

 
939,301

 
2.03

 
2.5

 
932,059

 
1.88

 
2.4

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjustable-rate securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
MBS
335,518

 
2.84

 
5.0

 
335,310

 
2.70

 
5.3

 
304,153

 
2.55

 
4.6

Trust preferred securities

 

 

 

 

 

 
2,067

 
2.58

 
19.7

Total adjustable-rate securities
335,518

 
2.84

 
5.0

 
335,310

 
2.70

 
5.3

 
306,220

 
2.55

 
4.7

Total securities portfolio
$
1,220,779

 
2.35

 
3.4

 
$
1,274,611

 
2.21

 
3.3

 
$
1,238,279

 
2.05

 
3.0



The following table presents the carrying value of MBS in our portfolio by issuer at the dates presented.
 
June 30, 2018
 
March 31, 2018
 
September 30, 2017
 
(Dollars in thousands)
Federal National Mortgage Association ("FNMA")
$
622,429

 
$
642,873

 
$
575,142

Federal Home Loan Mortgage Corporation ("FHLMC")
262,578

 
285,825

 
306,196

Government National Mortgage Association
73,262

 
53,707

 
61,109

 
$
958,269

 
$
982,405

 
$
942,447


46


Mortgage-Backed Securities - The balance of MBS, which primarily consists of securities of U.S. GSEs, increased $15.8 million, from $942.4 million at September 30, 2017, to $958.3 million at June 30, 2018. The following table summarizes the activity in our portfolio of MBS for the periods presented. The weighted average yields and WALs for purchases are presented as recorded at the time of purchase. The weighted average yields for the beginning balances are as of the last day of the period previous to the period presented and the weighted average yields for the ending balances are as of the last day of the period presented and are generally derived from recent prepayment activity on the securities in the portfolio as of the dates presented. The beginning and ending WAL is the estimated remaining principal repayment term (in years) after three-month historical prepayment speeds have been applied.

 
For the Three Months Ended
 
June 30, 2018
 
March 31, 2018
 
December 31, 2017
 
September 30, 2017
 
Amount
 
Yield
 
WAL
 
Amount
 
Yield
 
WAL
 
Amount
 
Yield
 
WAL
 
Amount
 
Yield
 
WAL
 
(Dollars in thousands)
Beginning balance - carrying value
$
982,405

 
2.39
%
 
3.8

 
$
951,238

 
2.31
%
 
3.7

 
$
942,447

 
2.28
%
 
3.5

 
$
1,017,145

 
2.26
%
 
3.6

Maturities and repayments
(69,843
)
 
 
 
 
 
(63,520
)
 
 
 
 
 
(66,116
)
 
 
 
 
 
(72,966
)
 
 
 
 
Net amortization of (premiums)/discounts
(702
)
 
 
 
 
 
(788
)
 
 
 
 
 
(854
)
 
 
 
 
 
(937
)
 
 
 
 
Purchases:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed
24,348

 
2.90

 
3.7

 
77,437

 
2.92

 
4.1

 
25,908

 
2.46

 
5.5

 

 

 

Adjustable
23,544

 
2.35

 
3.0

 
19,610

 
2.68

 
4.3

 
50,874

 
2.35

 
4.7

 

 

 

Change in valuation on AFS securities
(1,483
)
 
 
 
 
 
(1,572
)
 
 
 
 
 
(1,021
)
 
 
 
 
 
(795
)
 
 
 
 
Ending balance - carrying value
$
958,269

 
2.46

 
3.7

 
$
982,405

 
2.39

 
3.8

 
$
951,238

 
2.31

 
3.7

 
$
942,447

 
2.28

 
3.5

 
For the Nine Months Ended
 
June 30, 2018
 
June 30, 2017
 
Amount
 
Yield
 
WAL
 
Amount
 
Yield
 
WAL
 
(Dollars in thousands)
Beginning balance - carrying value
$
942,447

 
2.28
%
 
3.5

 
$
1,246,078

 
2.19
%
 
3.5

Maturities and repayments
(199,479
)
 
 
 
 
 
(234,128
)
 
 
 
 
Net amortization of (premiums)/discounts
(2,344
)
 
 
 
 
 
(3,297
)
 
 
 
 
Purchases:
 
 
 
 
 
 
 
 
 
 
 
Fixed
127,693

 
2.82

 
4.3

 
10,890

 
1.99

 
3.8

Adjustable
94,028

 
2.42

 
4.2

 

 

 

Change in valuation on AFS securities
(4,076
)
 
 
 
 
 
(2,398
)
 
 
 
 
Ending balance - carrying value
$
958,269

 
2.46

 
3.7

 
$
1,017,145

 
2.26

 
3.6


47


Investment Securities - Investment securities, which consist of U.S. GSE debentures (primarily issued by FNMA, FHLMC, or Federal Home Loan Banks) and municipal investments, decreased $39.5 million, from $301.1 million at September 30, 2017, to $261.6 million at June 30, 2018. The following table summarizes the activity of investment securities for the periods presented. The weighted average yields and WALs for purchases are presented as recorded at the time of purchase. The weighted average yields for the beginning balances are as of the last day of the period previous to the period presented and the weighted average yields for the ending balances are as of the last day of the period presented. The beginning and ending WALs represent the estimated remaining principal repayment terms (in years) of the securities after projected call dates have been considered, based upon market rates at each date presented.
 
For the Three Months Ended
 
June 30, 2018
 
March 31, 2018
 
December 31, 2017
 
September 30, 2017
 
Amount
 
Yield
 
WAL
 
Amount
 
Yield
 
WAL
 
Amount
 
Yield
 
WAL
 
Amount
 
Yield
 
WAL
 
(Dollars in thousands)
Beginning balance - carrying value
$
293,113

 
1.61
%
 
1.5

 
$
321,452

 
1.40
%
 
1.2

 
$
301,122

 
1.33
%
 
1.5

 
$
326,786

 
1.29
%
 
1.6

Maturities, calls and sales
(71,700
)
 
 
 
 
 
(52,360
)
 
 
 
 
 
(3,768
)
 
 
 
 
 
(25,818
)
 
 
 
 
Net amortization of (premiums)/discounts
(43
)
 
 
 
 
 
(43
)
 
 
 
 
 
(48
)
 
 
 
 
 
(55
)
 
 
 
 
Purchases:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed
40,564

 
3.02

 
2.1

 
25,000

 
2.81

 
1.0

 
25,000

 
2.45

 
1.0

 

 

 

Change in valuation on AFS securities
(320
)
 
 
 
 
 
(936
)
 
 
 
 
 
(854
)
 
 
 
 
 
209

 
 
 
 
Ending balance - carrying value
$
261,614

 
1.95

 
2.2

 
$
293,113

 
1.61

 
1.5

 
$
321,452

 
1.40

 
1.2

 
$
301,122

 
1.33

 
1.5

 
For the Nine Months Ended
 
June 30, 2018
 
June 30, 2017
 
Amount
 
Yield
 
WAL
 
Amount
 
Yield
 
WAL
 
(Dollars in thousands)
Beginning balance - carrying value
$
301,122

 
1.33
%
 
1.5

 
$
382,097

 
1.20
%
 
1.2

Maturities, calls and sales
(127,828
)
 
 
 
 
 
(80,420
)
 
 
 
 
Net amortization of (premiums)/discounts
(134
)
 
 
 
 
 
(190
)
 
 
 
 
Purchases:
 
 
 
 
 
 
 
 
 
 
 
Fixed
90,564

 
2.80

 
1.5

 
26,535

 
1.68

 
4.0

Change in valuation on AFS securities
(2,110
)
 
 
 
 
 
(1,236
)
 
 
 
 
Ending balance - carrying value
$
261,614

 
1.95

 
2.2

 
$
326,786

 
1.29

 
1.6


48


Liabilities. Total liabilities were $7.71 billion at June 30, 2018 compared to $7.82 billion at September 30, 2017. The decrease was due mainly to a decrease in repurchase agreements resulting from the payoff of a maturing repurchase agreement during the current year nine month period.

Deposits - Deposits were $5.32 billion at June 30, 2018 compared to $5.31 billion at September 30, 2017. We continue to be competitive on deposit rates and, in some cases, our offer rates for longer-term certificates of deposit have been higher than peers. Offering competitive rates on longer-term certificates of deposit has been an on-going balance sheet strategy by management in anticipation of higher interest rates. If interest rates continue to rise, our customers may move funds from their checking, savings and money market accounts to higher yielding deposit products within the Bank or withdraw their funds from these accounts, including certificates of deposit, to invest in higher yielding investments outside of the Bank.

The following table presents the amount, weighted average rate and percent of total for the components of our deposit portfolio at the dates presented.
 
June 30, 2018
 
March 31, 2018
 
September 30, 2017
 
 
 
 
 
% of
 
 
 
 
 
% of
 
 
 
 
 
% of
 
Amount
 
Rate
 
 Total
 
Amount
 
Rate
 
 Total
 
Amount
 
Rate
 
 Total
 
(Dollars in thousands)
Non-interest-bearing checking
$
262,139

 
%
 
4.9
%
 
$
271,181

 
%
 
5.0
%
 
$
243,670

 
%
 
4.6
%
Interest-bearing checking
647,979

 
0.05

 
12.2

 
662,178

 
0.05

 
12.4

 
615,615

 
0.05

 
11.6

Savings
388,983

 
0.53

 
7.3

 
376,294

 
0.41

 
7.0

 
349,977

 
0.24

 
6.6

Money market
1,179,698

 
0.47

 
22.2

 
1,198,900

 
0.38

 
22.4

 
1,190,185

 
0.24

 
22.4

Retail certificates of deposit
2,437,769

 
1.72

 
45.8

 
2,456,532

 
1.64

 
45.9

 
2,450,418

 
1.52

 
46.1

Public units
406,515

 
1.78

 
7.6

 
389,108

 
1.56

 
7.3

 
460,003

 
1.28

 
8.7

 
$
5,323,083

 
1.07

 
100.0
%
 
$
5,354,193

 
0.98

 
100.0
%
 
$
5,309,868

 
0.89

 
100.0
%

The following tables set forth scheduled maturity information for our certificates of deposit, including public units, along with associated weighted average rates, as of June 30, 2018.
 
 
Amount Due
 
 
 
 
 
 
 
 
More than
 
More than
 
 
 
 
 
 
 
 
1 year
 
1 year to
 
2 years to 3
 
More than
 
Total
Rate range
 
or less
 
2 years
 
years
 
3 years
 
Amount
 
Rate
 
 
(Dollars in thousands)
 
 
  0.00 – 0.99%
 
$
262,287

 
$
4,354

 
$

 
$

 
$
266,641

 
0.80
%
  1.00 – 1.99%
 
682,953

 
600,672

 
361,663

 
347,710

 
1,992,998

 
1.68

  2.00 – 2.99%
 
97,107

 
314,668

 
21,797

 
151,073

 
584,645

 
2.31

 
 
$
1,042,347

 
$
919,694

 
$
383,460

 
$
498,783

 
$
2,844,284

 
1.73

 
 
 
 
 
 
 
 
 
 
 
 
 
Percent of total
 
36.7
%
 
32.3
%
 
13.5
%
 
17.5
%
 
 
 
 
Weighted average rate
 
1.41

 
1.89

 
1.81

 
2.03

 
 
 
 
Weighted average maturity (in years)
 
0.5

 
1.5

 
2.5

 
3.7

 
1.6

 
 
Weighted average maturity for the retail certificate of deposit portfolio (in years)
 
 
 
1.8

 
 
 
Amount Due
 
 
 
 
 
Over
 
Over
 
 
 
 
 
3 months
 
3 to 6
 
6 to 12
 
Over
 
 
 
or less
 
months
 
months
 
12 months
 
Total
 
(Dollars in thousands)
Retail certificates of deposit less than $100,000
$
109,074

 
$
128,049

 
$
266,906

 
$
975,468

 
$
1,479,497

Retail certificates of deposit of $100,000 or more
47,762

 
73,523

 
135,712

 
701,275

 
958,272

Public unit deposits of $100,000 or more
93,367

 
65,915

 
122,039

 
125,194

 
406,515

 
$
250,203

 
$
267,487

 
$
524,657

 
$
1,801,937

 
$
2,844,284


49


Borrowings - The following tables present borrowing activity for the periods shown. The borrowings presented in the table have original contractual terms of one year or longer. FHLB advances are presented at par. The weighted average effective rate includes the impact of interest rate swaps and the amortization of deferred prepayment penalties resulting from FHLB advances previously prepaid. The weighted average maturity ("WAM") is the remaining weighted average contractual term in years. The beginning and ending WAMs represent the remaining maturity at each date presented. For new borrowings, the WAMs presented are as of the date of issue.
 
For the Three Months Ended
 
June 30, 2018
 
March 31, 2018
 
December 31, 2017
 
September 30, 2017
 
 
 
Effective
 
 
 
 
 
Effective
 
 
 
 
 
Effective
 
 
 
 
 
Effective
 
 
 
Amount
 
Rate
 
WAM
 
Amount
 
Rate
 
WAM
 
Amount
 
Rate
 
WAM
 
Amount
 
Rate
 
WAM
 
(Dollars in thousands)
Beginning balance
$
2,175,000

 
2.09
%
 
2.4

 
$
2,175,000

 
2.09
%
 
2.7

 
$
2,375,000

 
2.16
%
 
2.7

 
$
2,175,000

 
2.23
%
 
2.5

Maturities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FHLB advances
(100,000
)
 
2.82

 
 
 

 

 
 
 
(100,000
)
 
2.53

 
 
 
(100,000
)
 
3.12

 
 
Repurchase agreements

 

 
 
 

 

 
 
 
(100,000
)
 
3.35

 
 
 

 

 
 
New FHLB borrowings:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed-rate

 

 

 

 

 

 

 

 

 
100,000

 
1.85

 
3.0

Interest rate swaps(1)
100,000

 
2.92

 
10.0

 

 

 

 

 

 

 
200,000

 
2.05

 
6.0

Ending balance
$
2,175,000

 
2.10

 
2.7

 
$
2,175,000

 
2.09

 
2.4

 
$
2,175,000

 
2.09

 
2.7

 
$
2,375,000

 
2.16

 
2.7

 
For the Nine Months Ended
 
June 30, 2018
 
June 30, 2017
 
 
 
Effective
 
 
 
 
 
Effective
 
 
 
Amount
 
Rate
 
WAM
 
Amount
 
Rate
 
WAM
 
(Dollars in thousands)
Beginning balance
$
2,375,000

 
2.16
%
 
2.7

 
$
2,575,000

 
2.29
%
 
2.9

Maturities:
 
 
 
 
 
 
 
 
 
 
FHLB advances
(200,000
)
 
2.68

 
 
 
(400,000
)
 
2.62

 
 
Repurchase agreements
(100,000
)
 
3.35

 
 
 

 

 
 
New FHLB borrowings:
 
 
 
 
 
 
 
 
 
 
 
Interest rate swaps(1)
100,000

 
2.92

 
10.0

 

 

 

Ending balance
$
2,175,000

 
2.10

 
2.7

 
$
2,175,000

 
2.23

 
2.5


(1)
Represents adjustable-rate FHLB advances for which the Bank has entered into interest rate swaps to hedge the variability in cash flows associated with the advances. The effective rate and WAM presented include the effect of the interest rate swaps.


50


Maturities - The following table presents the maturity of term borrowings (including FHLB advances, at par, and repurchase agreements), along with associated weighted average contractual and effective rates as of June 30, 2018. Included in the table are $300.0 million of 12-month adjustable-rate FHLB advances that are hedged with interest rate swaps with a notional amount of $300.0 million. The 12-month adjustable-rate FHLB advances are presented in the table below based on the contractual maturity date of the advance. The interest rate swaps had an expected WAL of 6.7 years at June 30, 2018.
 
 
FHLB
 
Repurchase
 
 
 
 
 
 
Maturity by
 
Advances
 
Agreements
 
Total
 
Contractual
 
Effective
Fiscal Year
 
Amount
 
Amount
 
Amount
 
Rate
 
Rate(1)
 
 
(Dollars in thousands)
 
 
 
 
2018
 
$
275,000

 
$

 
$
275,000

 
1.73
%
 
2.17
%
2019
 
600,000

 

 
600,000

 
1.83

 
1.90

2020
 
350,000

 
100,000

 
450,000

 
2.11

 
2.11

2021
 
550,000

 

 
550,000

 
2.27

 
2.27

2022
 
200,000

 

 
200,000

 
2.23

 
2.23

2023
 
100,000

 

 
100,000

 
1.82

 
1.82

 
 
$
2,075,000

 
$
100,000

 
$
2,175,000

 
2.02

 
2.10


(1)
The effective rate includes the impact of interest rate swaps and the amortization of deferred prepayment penalties resulting from FHLB advances previously prepaid.

The following table presents the maturity and weighted average repricing rate, which is also the weighted average effective rate, of certificates of deposit, split between retail and public unit amounts, and term borrowings for the next four quarters as of June 30, 2018.
 
 
Retail
 
 
 
Public Unit
 
 
 
Term
 
 
 
 
 
 
Maturity by
 
Certificate
 
Repricing
 
Deposit
 
Repricing
 
Borrowings
 
Repricing
 
 
 
Repricing
Quarter End
 
Amount
 
Rate
 
Amount
 
Rate
 
Amount
 
Rate
 
Total
 
Rate
 
 
(Dollars in thousands)
September 30, 2018
 
$
156,836

 
1.05
%
 
$
93,367

 
1.71
%
 
$
275,000

 
2.17
%
 
$
525,203

 
1.75
%
December 31, 2018
 
201,572

 
1.29

 
65,915

 
1.80

 
300,000

 
1.73

 
567,487

 
1.58

March 31, 2019
 
173,205

 
1.33

 
45,299

 
1.56

 

 

 
218,504

 
1.37

June 30, 2019
 
229,413

 
1.42

 
76,740

 
1.77

 
200,000

 
2.11

 
506,153

 
1.74

 
 
$
761,026

 
1.29

 
$
281,321

 
1.72

 
$
775,000

 
1.98

 
$
1,817,347

 
1.65



51


Stockholders' Equity. Stockholders' equity was $1.34 billion at June 30, 2018 compared to $1.37 billion at September 30, 2017. The $27.0 million decrease was due primarily to the payment of $106.9 million in cash dividends, partially offset by net income of $77.5 million. The cash dividends paid during the current year nine month period totaled $0.795 per share and consisted of a $0.29 per share cash true-up dividend related to fiscal year 2017 earnings per the Company's dividend policy, a $0.25 per share True Blue Capitol dividend, and three regular quarterly cash dividends totaling $0.255 per share. On July 18, 2018, the Company announced a regular quarterly cash dividend of $0.085 per share, or approximately $11.4 million, payable on August 17, 2018 to stockholders of record as of the close of business on August 3, 2018.

At June 30, 2018, Capitol Federal Financial, Inc., at the holding company level, had $124.6 million on deposit at the Bank. For fiscal year 2018, it is the intent of the Board of Directors and management to continue the payout of 100% of the Company's earnings to its stockholders. Dividend payments depend upon a number of factors including the Company's financial condition and results of operations, regulatory capital requirements, regulatory limitations on the Bank's ability to make capital distributions to the Company, and the amount of cash at the holding company.

Capitol Federal Financial, Inc. works to find multiple ways to provide stockholder value. Recently, this has primarily been through the payment of cash dividends and historically, the Company also utilized stock buybacks. The Company has maintained a dividend policy of paying out 100% of its earnings to stockholders in the form of quarterly cash dividends and an annual true-up dividend in December of each year. In order to provide additional stockholder value, the Company has paid out a True Blue dividend of $0.25 cash per share in June of each of the past five years, including June 2018, and in December prior to that. The Company has paid the True Blue dividend primarily due to excess capital levels at the Company and Bank. The Company considers various business strategies and their impact on capital and asset measures on both a current and future basis, as well as regulatory capital levels and requirements, in determining the amount, if any, and timing of the True Blue dividend.
The following table presents regular quarterly dividends and special dividends paid in calendar years 2018, 2017, and 2016. The amounts represent cash dividends paid during each period. For the quarter ending September 30, 2018, the amount presented represents the dividend payable on August 17, 2018 to stockholders of record as of August 3, 2018.
 
Calendar Year
 
2018
 
2017
 
2016
 
Amount
 
Per Share
 
Amount
 
Per Share
 
Amount
 
Per Share
 
(Dollars in thousands, except per share amounts)
Regular quarterly dividends paid
 
 
 
 
 
 
 
 
 
 
 
Quarter ended March 31
$
11,427

 
$
0.085

 
$
11,386

 
$
0.085

 
$
11,305

 
$
0.085

Quarter ended June 30
11,429

 
0.085

 
11,409

 
0.085

 
11,314

 
0.085

Quarter ended September 30
11,429

 
0.085

 
11,411

 
0.085

 
11,323

 
0.085

Quarter ended December 31

 

 
11,427

 
0.085

 
11,363

 
0.085

True-up dividends paid

 

 
38,985

 
0.290

 
38,835

 
0.290

True Blue dividends paid
33,614

 
0.250

 
33,559

 
0.250

 
33,274

 
0.250

Calendar year-to-date dividends paid
$
67,899

 
$
0.505

 
$
118,177

 
$
0.880

 
$
117,414

 
$
0.880


The Company has $70.0 million of common stock remaining on its stock repurchase plan. It is anticipated that shares will be purchased from time to time based upon market conditions and available liquidity. There is no expiration for this repurchase plan and no shares have been repurchased under this repurchase plan.


52


Operating Results
The following table presents selected income statement and other information for the quarters indicated.
 
For the Three Months Ended
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
2018
 
2018
 
2017
 
2017
 
2017
 
(Dollars in thousands, except per share data)
Interest and dividend income:
 
 
 
 
 
 
 
 
 
Loans receivable
$
64,893

 
$
64,194

 
$
64,189

 
$
64,329

 
$
64,013

MBS
5,921

 
5,390

 
5,252

 
5,435

 
5,821

Cash and cash equivalents
7,221

 
7,895

 
7,114

 
6,669

 
5,619

FHLB stock
2,819

 
3,201

 
3,095

 
3,080

 
3,114

Investment securities
1,307

 
1,094

 
994

 
1,061

 
1,063

Total interest and dividend income
82,161

 
81,774

 
80,644

 
80,574

 
79,630

 
 
 
 
 
 
 
 
 
 
Interest expense:
 
 
 
 
 
 
 
 
 
FHLB borrowings
18,501

 
18,772

 
17,917

 
18,099

 
17,884

Deposits
13,587

 
12,480

 
11,961

 
11,313

 
10,895

Repurchase agreements
640

 
633

 
1,392

 
1,504

 
1,487

Total interest expense
32,728

 
31,885

 
31,270

 
30,916

 
30,266

 
 
 
 
 
 
 
 
 
 
Net interest income
49,433

 
49,889

 
49,374

 
49,658

 
49,364

 
 
 
 
 
 
 
 
 
 
Provision for credit losses

 

 

 

 

 
 
 
 
 
 
 
 
 
 
Net interest income
 
 
 
 
 
 
 
 
 
(after provision for credit losses)
49,433

 
49,889

 
49,374

 
49,658

 
49,364

 
 
 
 
 
 
 
 
 
 
Non-interest income
5,424

 
5,433

 
5,358

 
5,895

 
5,460

Non-interest expense
24,511

 
23,598

 
22,036

 
23,479

 
22,645

Income tax expense
7,974

 
8,394

 
860

 
11,472

 
10,809

Net income
$
22,372

 
$
23,330

 
$
31,836

 
$
20,602

 
$
21,370

 
 
 
 
 
 
 
 
 
 
Efficiency ratio
44.68
%
 
42.66
%
 
40.26
%
 
42.26
%
 
41.30
%
 
 
 
 
 
 
 
 
 
 
Basic EPS
$
0.17

 
$
0.17

 
$
0.24

 
$
0.15

 
$
0.16

Diluted EPS
0.17

 
0.17

 
0.24

 
0.15

 
0.16






53


Comparison of Operating Results for the Nine Months Ended June 30, 2018 and 2017

The Company recognized net income of $77.5 million, or $0.58 per share, for the nine month period ended June 30, 2018 compared to net income of $63.5 million, or $0.47 per share, for the nine month period ended June 30, 2017. The increase in net income was due primarily to a decrease in income tax expense. During the current fiscal year, the Tax Act was enacted which reduced the federal corporate income tax rate from 35% to 21% effective January 1, 2018. In accordance with GAAP, the Company revalued its deferred tax assets and liabilities as of December 22, 2017 to account for the lower corporate income tax rate. The revaluation of the Company's deferred income tax assets and liabilities reduced income tax expense by $7.5 million in the quarter ending December 31, 2017. The impact of the enactment of the Tax Act was an increase in basic and diluted EPS of $0.08 in the quarter ending December 31, 2017. Management estimates the effective tax rate for the fourth quarter of fiscal year 2018 will be approximately 26% to 27%, resulting in an effective income tax rate of 20% to 21% for fiscal year 2018. Management estimates the effective income tax rate for fiscal year 2019 will be approximately 22%.

The net interest margin increased nine basis points, from 1.78% for the prior year nine month period to 1.87% for the current year nine month period. Excluding the effects of the leverage strategy, the net interest margin would have increased 10 basis points, from 2.13% for the prior year nine month period to 2.23% for the current year nine month period. The increase in the net interest margin was due mainly to an increase in interest-earning asset yields, as well as a shift in the mix of interest-earning assets from relatively lower yielding securities to higher yielding loans.

Interest and Dividend Income
The weighted average yield on total interest-earning assets increased 24 basis points, from 2.84% for the prior year nine month period to 3.08% for the current year nine month period, while the average balance of interest-earning assets decreased $328.8 million from the prior year nine month period. Absent the impact of the leverage strategy, the weighted average yield on total interest-earning assets would have increased 10 basis points, from 3.25% for the prior year nine month period to 3.35% for the current year nine month period, while the average balance of interest-earning assets would have decreased $144.2 million. The following table presents the components of interest and dividend income for the time periods presented along with the change measured in dollars and percent.
 
For the Nine Months Ended
 
 
 
 
 
June 30,
 
Change Expressed in:
 
2018
 
2017
 
Dollars
 
Percent
 
(Dollars in thousands)
 
 
INTEREST AND DIVIDEND INCOME:
 
 
 
 
 
 
 
Loans receivable
$
193,276

 
$
189,064

 
$
4,212

 
2.2
 %
Cash and cash equivalents
22,230

 
12,720

 
9,510

 
74.8

MBS
16,563

 
18,374

 
(1,811
)
 
(9.9
)
FHLB stock
9,115

 
9,153

 
(38
)
 
(0.4
)
Investment securities
3,395

 
3,301

 
94

 
2.8

Total interest and dividend income
$
244,579

 
$
232,612

 
$
11,967

 
5.1


The increase in interest income on loans receivable was due to an $80.6 million increase in the average balance of the portfolio, as well as a three basis point increase in the weighted average yield on the portfolio to 3.57% for the current year nine month period. The increase in the weighted average yield was due primarily to adjustable-rate loans repricing to higher market rates, along with the origination and purchase of new loans at higher market rates.

The table above includes interest income on cash and cash equivalents associated and not associated with the leverage strategy. Interest income on cash and cash equivalents not related to the leverage strategy increased $1.0 million from the prior year nine month period due to a 70 basis point increase in the weighted average yield. Interest income on cash associated with the leverage strategy increased $8.5 million from the prior year nine month period due to a 72 basis point increase in the weighted average yield. In both cases, the increase in the weighted average yield was related to cash balances held at the FRB of Kansas City.

The decrease in interest income on the MBS portfolio was due to a $173.5 million decrease in the average balance of the portfolio, partially offset by a 14 basis point increase in the weighted average yield on the portfolio to 2.32% for the current year nine month period. Cash flows not reinvested were used primarily to fund loan growth and pay off certain maturing term borrowings. The increase in the weighted average yield was due primarily to adjustable-rate MBS repricing to higher market rates, as well as a decrease in the impact of net premium amortization. Net premium amortization of $2.3 million during the current year nine month period decreased the weighted average yield on the portfolio by 33 basis points. During the prior year nine month period, $3.3 million of net

54


premiums were amortized which decreased the weighted average yield on the portfolio by 39 basis points. As of June 30, 2018, the remaining net balance of premiums on our portfolio of MBS was $6.3 million.

Interest Expense
The weighted average rate paid on total interest-bearing liabilities increased 17 basis points, from 1.19% for the prior year nine month period to 1.36% for the current year nine month period, while the average balance of interest-bearing liabilities decreased $300.3 million from the prior year nine month period. Absent the impact of the leverage strategy, the weighted average rate paid on total interest-bearing liabilities would have increased one basis point, from 1.30% for the prior year nine month period to 1.31% for the current year nine month period, while the average balance of interest-bearing liabilities would have decreased $115.7 million. The following table presents the components of interest expense for the time periods presented, along with the change measured in dollars and percent.
 
For the Nine Months Ended 
 
 
 
 
 
June 30,
 
Change Expressed in:
 
2018
 
2017
 
Dollars
 
Percent
 
(Dollars in thousands)
 
 
INTEREST EXPENSE:
 
 
 
 
 
 
 
FHLB borrowings
$
55,190

 
$
50,772

 
$
4,418

 
8.7
 %
Deposits
38,028

 
31,655

 
6,373

 
20.1

Repurchase agreements
2,665

 
4,461

 
(1,796
)
 
(40.3
)
Total interest expense
$
95,883

 
$
86,888

 
$
8,995

 
10.4


The table above includes interest expense on FHLB borrowings associated and not associated with the leverage strategy. Interest expense on FHLB borrowings not related to the leverage strategy decreased $5.3 million from the prior year nine month period due to a 21 basis point decrease in the weighted average rate paid on the portfolio, to 2.06% for the current year nine month period, and a $113.6 million decrease in the average balance of the portfolio. The decrease in the weighted average rate paid was due to certain maturing advances being replaced at lower effective interest rates. Interest expense on FHLB borrowings associated with the leverage strategy increased $9.7 million from the prior year nine month period due to a 77 basis point increase in the weighted average rate paid as a result of an increase in interest rates between periods.

The increase in interest expense on deposits was due primarily to a 15 basis point increase in the weighted average rate, to 0.96% for the current year nine month period. The increase in the weighted average rate was primarily related to the certificate of deposit portfolio, which increased 22 basis points to 1.58% for the current year nine month period. The weighted average rate paid on wholesale certificates increased 66 basis points, to 1.48% for the current year nine month period.

Provision for Credit Losses
The Bank did not record a provision for credit losses during the current year nine month period or the prior year nine month period. Based on management's assessment of the ACL formula analysis model and several other factors, it was determined that no provision for credit losses was necessary. Net loan charge-offs were $54 thousand during the current year nine month period and the prior year nine month period. At June 30, 2018, loans 30 to 89 days delinquent were 0.19% of total loans and loans 90 or more days delinquent or in foreclosure were 0.12% of total loans. At June 30, 2017, loans 30 to 89 days delinquent were 0.20% of total loans and loans 90 or more days delinquent or in foreclosure were 0.13% of total loans.

Non-Interest Income
The following table presents the components of non-interest income for the time periods presented, along with the change measured in dollars and percent.
 
For the Nine Months Ended 
 
 
 
 
 
June 30,
 
Change Expressed in:
 
2018
 
2017
 
Dollars
 
Percent
 
(Dollars in thousands)
 
 
NON-INTEREST INCOME:
 
 
 
 
 
 
 
Retail fees and charges
$
11,550

 
$
11,123

 
$
427

 
3.8
 %
Income from BOLI
1,320

 
1,669

 
(349
)
 
(20.9
)
Other non-interest income
3,345

 
3,509

 
(164
)
 
(4.7
)
Total non-interest income
$
16,215

 
$
16,301

 
$
(86
)
 
(0.5
)

55



The increase in retail fees and charges was due mainly to increases in debit card income due to higher transaction volume in the current year and a reduction in waived fees as customers and vendors have become more accustomed to the chip card technology. The decrease in income from BOLI was due mainly to a one-time adjustment, in the second quarter of fiscal year 2018, to the benchmark interest rate associated with one of the policies.

Non-Interest Expense
The following table presents the components of non-interest expense for the time periods presented, along with the change measured in dollars and percent.
 
For the Nine Months Ended 
 
 
 
 
 
June 30,
 
Change Expressed in:
 
2018
 
2017
 
Dollars
 
Percent
 
(Dollars in thousands)
 
 
NON-INTEREST EXPENSE:
 
 
 
 
 
 
 
Salaries and employee benefits
$
33,631

 
$
32,388

 
$
1,243

 
3.8
 %
Information technology and related expense
10,316

 
8,524

 
1,792

 
21.0

Occupancy, net
8,391

 
8,098

 
293

 
3.6

Deposit and loan transaction costs
4,157

 
3,918

 
239

 
6.1

Regulatory and outside services
3,919

 
3,994

 
(75
)
 
(1.9
)
Advertising and promotional
3,512

 
3,275

 
237

 
7.2

Federal insurance premium
2,512

 
2,651

 
(139
)
 
(5.2
)
Office supplies and related expense
1,339

 
1,470

 
(131
)
 
(8.9
)
Other non-interest expense
2,368

 
1,861

 
507

 
27.2

Total non-interest expense
$
70,145

 
$
66,179

 
$
3,966

 
6.0


The increase in salaries and employee benefits expense was due primarily to an increase in payroll expense, as well as a new 2018 Tax Savings Bonus Plan. The 2018 Tax Savings Bonus plan is a one-time bonus award to qualifying non-officer employees. The anticipated expense associated with this plan is being recognized in fiscal year 2018 and will total approximately $1.0 million, of which $667 thousand has been recognized during the current year nine month period. It is expected that the Bank will recognize the remaining $333 thousand of expense in the fourth quarter of fiscal year 2018 related to this plan. The increase in information technology and related expense was due mainly to a change in the presentation of certain information technology professional and consulting expenses beginning in fiscal year 2018. Information technology professional and consulting expenses are now being reported in information technology and related expenses rather than regulatory and outside services. Additionally, these expenses increased compared to the prior year due primarily to ongoing enhancements to the Bank's online banking services, along with increases in information technology expenses related to software licensing and depreciation. The change in the presentation of expenses resulted in a decrease in the amount of regulatory and outside services expenses for the current year nine month period, but this was partially offset by acquisition-related expenses. The increase in other non-interest expense was due mainly to an increase in OREO operations expense.

The Company's efficiency ratio was 42.54% for the current year nine month period compared to 40.84% for the prior year nine month period. The change in the efficiency ratio was due primarily to higher non-interest expense in the current year nine month period compared to the prior year nine month period. The efficiency ratio is a measure of a financial institution's total non-interest expense as a percentage of the sum of net interest income (pre-provision for credit losses) and non-interest income. A lower value indicates that the financial institution is generating revenue with a proportionally lower level of expense.

Income Tax Expense
Income tax expense was $17.2 million for the current year nine month period compared to $32.3 million for the prior year nine month period. The effective tax rate was 18.2% for the current year nine month period compared to 33.7% for the prior year nine month period. The decrease in the effective tax rate was due mainly to the Tax Act being signed into law in December 2017.



56


Average Balance Sheet
The following table presents the average balances of our assets, liabilities, and stockholders' equity, and the related annualized weighted average yields and rates on our interest-earning assets and interest-bearing liabilities for the periods indicated, along with the ending balances of our assets, liabilities, and stockholders' equity at June 30, 2018 and the weighted average yield/rate on our interest-earning assets and interest-bearing liabilities at June 30, 2018, as well as selected performance ratios and other information as of the dates and for the periods shown. The leverage strategy was not in place at June 30, 2018, so the end of period information presented at June 30, 2018 in the table below does not reflect this strategy. Weighted average yields are derived by dividing annualized income by the average balance of the related assets, and weighted average rates are derived by dividing annualized expense by the average balance of the related liabilities, for the periods shown. Average outstanding balances are derived from average daily balances. The weighted average yields and rates include amortization of fees, costs, premiums and discounts, which are considered adjustments to yields/rates. Weighted average yields on tax-exempt securities are not calculated on a fully taxable equivalent basis.
 
 
 
 
 
For the Nine Months Ended 
 
 
 
 
 
June 30, 2018
 
June 30, 2017
 
At June 30, 2018
 
Average
 
Interest
 
 
 
Average
 
Interest
 
 
 
 
 
Yield/
 
Outstanding
 
Earned/
 
Yield/
 
Outstanding
 
Earned/
 
Yield/
 
Amount
 
Rate
 
Amount
 
Paid
 
Rate
 
Amount
 
Paid
 
Rate
Assets:
(Dollars in thousands)
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans receivable(1)
$
7,239,384

 
3.63
%
 
$
7,206,710

 
$
193,276

 
3.57
%
 
$
7,126,112

 
$
189,064

 
3.54
%
MBS(2)
958,269

 
2.46

 
952,239

 
16,563

 
2.32

 
1,125,689

 
18,374

 
2.18

Investment securities(2)(3)
261,614

 
1.95

 
300,347

 
3,395

 
1.51

 
346,035

 
3,301

 
1.27

FHLB stock
100,694

 
6.72

 
184,275

 
9,115

 
6.61

 
194,422

 
9,153

 
6.29

Cash and cash equivalents(4)
182,078

 
1.95

 
1,943,369

 
22,230

 
1.51

 
2,123,529

 
12,720

 
0.79

Total interest-earning assets(1)(2)
8,742,039

 
3.45

 
10,586,940

 
244,579

 
3.08

 
10,915,787

 
232,612

 
2.84

Other non-interest-earning assets
306,698

 
 
 
306,598

 
 
 
 
 
297,478

 
 
 
 
Total assets
$
9,048,737

 
 
 
$
10,893,538

 
 
 
 
 
$
11,213,265

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and stockholders' equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Checking
$
910,118

 
0.04

 
$
868,636

 
233

 
0.04

 
$
824,150

 
226

 
0.04

Savings
388,983

 
0.53

 
363,808

 
1,027

 
0.38

 
344,874

 
567

 
0.22

Money market
1,179,698

 
0.47

 
1,190,407

 
3,103

 
0.35

 
1,209,279

 
2,141

 
0.24

Retail certificates
2,437,769

 
1.72

 
2,436,347

 
29,084

 
1.60

 
2,439,370

 
26,352

 
1.44

Wholesale certificates
406,515

 
1.78

 
413,821

 
4,581

 
1.48

 
386,860

 
2,369

 
0.82

Total deposits
5,323,083

 
1.07

 
5,273,019

 
38,028

 
0.96

 
5,204,533

 
31,655

 
0.81

FHLB borrowings(5)
2,174,816

 
2.08

 
4,000,632

 
55,190

 
1.83

 
4,298,883

 
50,772

 
1.57

Repurchase agreements
100,000

 
2.53

 
129,495

 
2,665

 
2.71

 
200,000

 
4,461

 
2.94

Total borrowings
2,274,816

 
2.10

 
4,130,127

 
57,855

 
1.86

 
4,498,883

 
55,233

 
1.63

Total interest-bearing liabilities
7,597,899

 
1.38

 
9,403,146

 
95,883

 
1.36

 
9,703,416

 
86,888

 
1.19

Other non-interest-bearing liabilities
109,513

 
 
 
124,551

 
 
 
 
 
122,534

 
 
 
 
Stockholders' equity
1,341,325

 
 
 
1,365,841

 
 
 
 
 
1,387,315

 
 
 
 
Total liabilities and stockholders' equity
$
9,048,737

 
 
 
$
10,893,538

 
 
 
 
 
$
11,213,265

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Continued)
 

57


 
 
 
 
 
For the Nine Months Ended
 
 
 
 
 
June 30, 2018
 
June 30, 2017
 
At June 30, 2018
 
Average
 
Interest
 
 
 
Average
 
Interest
 
 
 
 
 
Yield/
 
Outstanding
 
Earned/
 
Yield/
 
Outstanding
 
Earned/
 
Yield/
 
Amount
 
Rate
 
Amount
 
Paid
 
Rate
 
Amount
 
Paid
 
Rate
 
(Dollars in thousands)
Net interest income(6)
 
 
 
 
 
 
$
148,696

 
 
 
 
 
$
145,724

 
 
Net interest rate spread(7)(8)
 
 
2.07
%
 
 
 
 
 
1.72
%
 
 
 
 
 
1.65
%
Net interest-earning assets
$
1,144,140

 
 
 
$
1,183,794

 
 
 
 
 
$
1,212,371

 
 
 
 
Net interest margin(8)(9)
 
 
 
 
 
 
 
 
1.87

 
 
 
 
 
1.78

Ratio of interest-earning assets to interest-bearing liabilities
 
 
 
1.13x

 
 
 
 
 
1.12x

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Selected performance ratios:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Return on average assets (annualized)(8)
 
 
 
 
 
0.95
%
 
 
 
 
 
0.76
%
Return on average equity (annualized)(8)
 
 
 
 
 
7.57

 
 
 
 
 
6.11

Average equity to average assets
 
 
 
 
 
 
 
 
12.54

 
 
 
 
 
12.37

Operating expense ratio(10)
 
 
 
 
 
 
 
 
0.86

 
 
 
 
 
0.79

Efficiency ratio(11)
 
 
 
 
 
 
 
 
42.54

 
 
 
 
 
40.84

Pre-tax yield on leverage strategy(12)
 
 
 
 
 
0.15

 
 
 
 
 
0.22

 
 
 
 
 
 
 
 
 
 
 
 
 
(Concluded)
 

(1)
Average balances are adjusted for unearned loan fees and deferred costs.  Ending balances are adjusted for unearned loan fees, deferred costs, and ACL.  Loans that are 90 or more days delinquent are included in the loans receivable balance with a yield of zero percent.
(2)
Average balances of AFS securities are adjusted for unamortized purchase premiums or discounts. Ending balances of AFS securities are adjusted for unamortized purchase premiums or discounts and unrealized gains/losses.
(3)
The average balance of investment securities includes an average balance of nontaxable securities of $25.4 million and $31.3 million for the nine months ended June 30, 2018 and June 30, 2017, respectively.
(4)
The average balance of cash and cash equivalents includes an average balance of cash related to the leverage strategy of $1.75 billion and $1.93 billion for the nine months ended June 30, 2018 and June 30, 2017, respectively.
(5)
Included in this line, for the nine months ended June 30, 2018 and June 30, 2017, respectively, are FHLB borrowings related to the leverage strategy with an average outstanding amount of $1.84 billion and $2.02 billion, respectively, interest paid of $21.8 million and $12.1 million, respectively, at a rate of 1.56% and 0.79%, respectively, and FHLB borrowings not related to the leverage strategy with an average outstanding amount of $2.16 billion and $2.28 billion, respectively, interest paid of $33.4 million and $38.7 million, respectively, at a rate of 2.06% and 2.27%, respectively. The FHLB advance amounts and rates included in this line include the effect of interest rate swaps and are net of deferred prepayment penalties.
(6)
Net interest income represents the difference between interest income earned on interest-earning assets and interest paid on interest-bearing liabilities. Net interest income depends on the balance of interest-earning assets and interest-bearing liabilities, and the interest rates earned or paid on them.
(7)
Net interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.
(8)
The table below provides a reconciliation between certain performance ratios presented in accordance with GAAP and the performance ratios excluding the effects of the leverage strategy, which are not presented in accordance with GAAP. Management believes it is important for comparability purposes to provide the performance ratios without the leverage strategy because of the unique nature of the leverage strategy. The leverage strategy reduces some of our performance ratios due to the amount of earnings associated with the transaction in comparison to the size of the transaction, while increasing our net income.
 
For the Nine Months Ended 
 
June 30, 2018
 
June 30, 2017
 
Actual
 
Leverage
 
Adjusted
 
Actual
 
Leverage
 
Adjusted
 
(GAAP)
 
Strategy
 
(Non-GAAP)
 
(GAAP)
 
Strategy
 
(Non-GAAP)
Return on average assets (annualized)
0.95
%
 
(0.17
)%
 
1.12
%
 
0.76
%
 
(0.13
)%
 
0.89
%
Return on average equity (annualized)
7.57

 
0.17

 
7.40

 
6.11

 
0.21

 
5.90

Net interest margin
1.87

 
(0.36
)
 
2.23

 
1.78

 
(0.35
)
 
2.13

Net interest rate spread
1.72

 
(0.32
)
 
2.04

 
1.65

 
(0.30
)
 
1.95

(9)
Net interest margin represents annualized net interest income as a percentage of average interest-earning assets.
(10)
The operating expense ratio represents annualized non-interest expense as a percentage of average assets.
(11)
The efficiency ratio represents non-interest expense as a percentage of the sum of net interest income (pre-provision for credit losses) and non-interest income.
(12)
The pre-tax yield on the leverage strategy represents annualized pre-tax income resulting from the transaction as a percentage of the average interest-earning assets associated with the transaction.

58


Rate/Volume Analysis
The table below presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities, comparing the nine months ended June 30, 2018 to the nine months ended June 30, 2017. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (1) changes in volume, which are changes in the average balance multiplied by the previous year's average rate and (2) changes in rate, which are changes in the average rate multiplied by the average balance from the previous year period. The net changes attributable to the combined impact of both rate and volume have been allocated proportionately to the changes due to volume and the changes due to rate.
 
For the Nine Months Ended
 
June 30, 2018 vs. June 30, 2017
 
Increase (Decrease) Due to
 
Volume
 
Rate
 
Total
 
(Dollars in thousands)
Interest-earning assets:
 
 
 
 
 
Loans receivable
$
2,167

 
$
2,045

 
$
4,212

MBS
(2,961
)
 
1,150

 
(1,811
)
Investment securities
(469
)
 
563

 
94

FHLB stock
(490
)
 
452

 
(38
)
Cash and cash equivalents
(1,163
)
 
10,673

 
9,510

Total interest-earning assets
(2,916
)
 
14,883

 
11,967

 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
Checking
12

 
(5
)
 
7

Savings
33

 
427

 
460

Money market
(34
)
 
997

 
963

Certificates of deposit
245

 
4,698

 
4,943

FHLB borrowings
(3,182
)
 
7,600

 
4,418

Repurchase agreements
(1,473
)
 
(323
)
 
(1,796
)
Total interest-bearing liabilities
(4,399
)
 
13,394

 
8,995

 
 
 
 
 
 
Net change in net interest income
$
1,483

 
$
1,489

 
$
2,972


Comparison of Operating Results for the Three Months Ended June 30, 2018 and 2017
For the quarter ended June 30, 2018, the Company recognized net income of $22.4 million, or $0.17 per share, compared to net income of $21.4 million, or $0.16 per share for the quarter ended June 30, 2017. The $1.0 million increase in net income was due primarily to a decrease in income tax expense resulting from the Tax Act being signed into law in December 2017, partially offset by an increase in non-interest expense.

The net interest margin increased 11 basis points, from 1.81% for the prior year quarter to 1.92% for the current year quarter. Excluding the effects of the leverage strategy, the net interest margin would have increased eight basis points, from 2.16% for the prior year quarter to 2.24% for the current year quarter. The increase in the net interest margin was due mainly to an increase in interest-earning asset yields.
 



59


Interest and Dividend Income
The weighted average yield on total interest-earning assets increased 29 basis points, from 2.91% for the prior year quarter to 3.20% for the current quarter, while the average balance of interest-earning assets decreased $659.1 million from the prior year quarter. Absent the impact of the leverage strategy, the weighted average yield on total interest-earning assets would have increased 12 basis points, from 3.28% for the prior year quarter to 3.40% for the current quarter, while the average balance of interest-earning assets would have decreased $128.3 million. The following table presents the components of interest and dividend income for the time periods presented along with the change measured in dollars and percent.
 
For the Three Months Ended
 
 
 
 
 
June 30,
 
Change Expressed in:
 
2018
 
2017
 
Dollars
 
Percent
 
(Dollars in thousands)
 
 
INTEREST AND DIVIDEND INCOME:
 
 
 
 
 
 
 
Loans receivable
$
64,893

 
$
64,013

 
$
880

 
1.4
 %
Cash and cash equivalents
7,221

 
5,619

 
1,602

 
28.5

MBS
5,921

 
5,821

 
100

 
1.7

FHLB stock
2,819

 
3,114

 
(295
)
 
(9.5
)
Investment securities
1,307

 
1,063

 
244

 
23.0

Total interest and dividend income
$
82,161

 
$
79,630

 
$
2,531

 
3.2


The table above includes interest income on cash and cash equivalents associated and not associated with the leverage strategy. Interest income on cash and cash equivalents not related to the leverage strategy increased $222 thousand from the prior year quarter due to a 75 basis point increase in the weighted average yield. Interest income on cash associated with the leverage strategy increased $1.4 million from the prior year quarter due to a 75 basis point increase in the weighted average yield, partially offset by a decrease in the average balance as a result of the leverage strategy being in place for fewer days compared to the prior year quarter. In both cases, the increase in the weighted average yield was related to balances held at the FRB of Kansas City.

Interest Expense
The weighted average rate paid on total interest-bearing liabilities increased 20 basis points, from 1.24% for the prior year quarter to 1.44% for the current quarter, while the average balance of interest-bearing liabilities decreased $631.6 million. Absent the impact of the leverage strategy, the weighted average rate paid on total interest-bearing liabilities would have increased four basis points, from 1.30% for the prior year quarter to 1.34% for the current quarter, while the average balance of interest-bearing liabilities would have decreased $100.9 million. The following table presents the components of interest expense for the periods presented, along with the change measured in dollars and percent.
 
For the Three Months Ended
 
 
 
 
 
June 30,
 
Change Expressed in:
 
2018
 
2017
 
Dollars
 
Percent
 
(Dollars in thousands)
 
 
INTEREST EXPENSE:
 
 
 
 
 
 
 
FHLB borrowings
$
18,501

 
$
17,884

 
$
617

 
3.5
 %
Deposits
13,587

 
10,895

 
2,692

 
24.7

Repurchase agreements
640

 
1,487

 
(847
)
 
(57.0
)
Total interest expense
$
32,728

 
$
30,266

 
$
2,462

 
8.1


The table above includes interest expense on FHLB borrowings both associated and not associated with the leverage strategy. Interest expense on FHLB borrowings not related to the leverage strategy decreased $1.3 million from the prior year quarter as certain maturing advances were replaced at lower market interest rates and other maturing advances were not replaced. Interest expense on FHLB borrowings associated with the leverage strategy increased $1.9 million from the prior year quarter due to an 88 basis point increase in the weighted average rate paid resulting from an increase in interest rates between periods, partially offset by a decrease in the average balance as a result of the leverage strategy being in place for fewer days compared to the prior year quarter.

The increase in interest expense on deposits was due primarily to a 19 basis point increase in the weighted average rate paid on the portfolio, to 1.02% for the current quarter. The increase in the weighted average rate was primarily related to the certificate of deposit portfolio, which increased 26 basis points to 1.66% for the current quarter.

60



The decrease in interest expense on repurchase agreements was due to the maturity of a $100.0 million repurchase agreement between periods.

Non-Interest Expense
The following table presents the components of non-interest expense for the time periods presented, along with the change measured in dollars and percent.
 
For the Three Months Ended
 
 
 
 
 
June 30,
 
Change Expressed in:
 
2018
 
2017
 
Dollars
 
Percent
 
(Dollars in thousands)
 
 
NON-INTEREST EXPENSE:
 
 
 
 
 
 
 
Salaries and employee benefits
$
11,936

 
$
11,210

 
$
726

 
6.5
 %
Information technology and related expense
3,363

 
2,922

 
441

 
15.1

Occupancy, net
2,787

 
2,659

 
128

 
4.8

Deposit and loan transaction costs
1,437

 
1,304

 
133

 
10.2

Regulatory and outside services
1,628

 
1,383

 
245

 
17.7

Advertising and promotional
1,490

 
1,322

 
168

 
12.7

Federal insurance premium
813

 
879

 
(66
)
 
(7.5
)
Office supplies and related expense
455

 
492

 
(37
)
 
(7.5
)
Other non-interest expense
602

 
474

 
128

 
27.0

Total non-interest expense
$
24,511

 
$
22,645

 
$
1,866

 
8.2


The increase in salaries and employee benefits expense was due primarily to an increase in payroll expense, as well as to the 2018 Tax Savings Bonus Plan as previously discussed. The increase in information technology and related expense was due mainly to a change in the presentation of certain information technology professional and consulting expenses beginning in fiscal year 2018. Information technology professional and consulting expenses are now being reported in information technology and related expenses rather than regulatory and outside services. Additionally, there were increases in information technology expenses related to software licensing and depreciation. The increase in regulatory and outside services was due primarily to expenses related to the acquisition of CCB, partially offset by the change in presentation of certain information technology professional and consulting expenses as discussed above.

The Company's efficiency ratio was 44.68% for the current quarter compared to 41.30% for the prior year quarter. The change in the efficiency ratio was due mainly to an increase in non-interest expense.

Income Tax Expense
Income tax expense was $8.0 million for the current quarter compared to $10.8 million for the prior year quarter. The effective tax rate for the current quarter was 26.3% compared to 33.6% for the prior year quarter. The decrease in the effective tax rate was due mainly to the Tax Act being signed into law in December 2017.


61


Average Balance Sheet
Weighted average yields are derived by dividing annualized income by the average balance of the related assets, and weighted average rates are derived by dividing annualized expense by the average balance of the related liabilities, for the periods shown. Average outstanding balances are derived from average daily balances. The weighted average yields and rates include amortization of fees, costs, premiums and discounts, which are considered adjustments to yields/rates. Weighted average yields on tax-exempt securities are not calculated on a fully taxable equivalent basis.
 
For the Three Months Ended
 
June 30, 2018
 
June 30, 2017
 
Average
 
Interest
 
 
 
Average
 
Interest
 
 
 
Outstanding
 
Earned/
 
Yield/
 
Outstanding
 
Earned/
 
Yield/
 
Amount
 
Paid
 
Rate
 
Amount
 
Paid
 
Rate
Assets:
(Dollars in thousands)
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Loans receivable(1)
$
7,229,325

 
$
64,893

 
3.59
%
 
$
7,224,131

 
$
64,013

 
3.54
%
MBS(2)
985,831

 
5,921

 
2.40

 
1,051,440

 
5,821

 
2.21

Investment securities(2)(3)
295,704

 
1,307

 
1.77

 
327,727

 
1,063

 
1.30

FHLB stock
167,889

 
2,819

 
6.74

 
193,617

 
3,114

 
6.45

Cash and cash equivalents(4)
1,594,067

 
7,221

 
1.79

 
2,135,014

 
5,619

 
1.04

Total interest-earning assets(1)(2)
10,272,816

 
82,161

 
3.20

 
10,931,929

 
79,630

 
2.91

Other non-interest-earning assets
304,603

 
 
 
 
 
295,602

 
 
 
 
Total assets
$
10,577,419

 
 
 
 
 
$
11,227,531

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and stockholders' equity:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
Checking
$
892,362

 
79

 
0.04

 
$
843,997

 
77

 
0.04

Savings
382,511

 
458

 
0.48

 
354,835

 
213

 
0.24

Money market
1,186,079

 
1,207

 
0.41

 
1,218,900

 
720

 
0.24

Retail certificates
2,446,695

 
10,130

 
1.66

 
2,444,620

 
8,932

 
1.47

Wholesale certificates
409,650

 
1,713

 
1.68

 
396,737

 
953

 
0.96

Total deposits
5,317,297

 
13,587

 
1.02

 
5,259,089

 
10,895

 
0.83

FHLB borrowings(5)
3,674,595

 
18,501

 
2.00

 
4,264,448

 
17,884

 
1.67

Repurchase agreements
100,000

 
640

 
2.53

 
200,000

 
1,487

 
2.94

Total borrowings
3,774,595

 
19,141

 
2.02

 
4,464,448

 
19,371

 
1.73

Total interest-bearing liabilities
9,091,892

 
32,728

 
1.44

 
9,723,537

 
30,266

 
1.24

Other non-interest-bearing liabilities
113,216

 
 
 
 
 
113,031

 
 
 
 
Stockholders' equity
1,372,311

 
 
 
 
 
1,390,963

 
 
 
 
Total liabilities and stockholders' equity
$
10,577,419

 
 
 
 
 
$
11,227,531

 
 
 
 
 
 
 
 
 
 
 
 
 
(Continued)
 

62


 
For the Three Months Ended
 
June 30, 2018
 
June 30, 2017
 
Average
 
Interest
 
 
 
Average
 
Interest
 
 
 
Outstanding
 
Earned/
 
Yield/
 
Outstanding
 
Earned/
 
Yield/
 
Amount
 
Paid
 
Rate
 
Amount
 
Paid
 
Rate
 
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income(6)
 
 
$
49,433

 
 
 
 
 
$
49,364

 
 
Net interest rate spread(7)(8)
 
 
 
 
1.76
%
 
 
 
 
 
1.67
%
Net interest-earning assets
$
1,180,924

 
 
 
 
 
$
1,208,392

 
 
 
 
Net interest margin(8)(9)
 
 
 
 
1.92

 
 
 
 
 
1.81

Ratio of interest-earning assets to interest-bearing liabilities
 
1.13x

 
 
 
 
 
1.12x

 
 
 
 
 
 
 
 
 
 
 
 
Selected performance ratios:
 
 
 
 
 
 
 
 
 
 
 
Return on average assets (annualized)(8)
 
 
 
 
0.85
%
 
 
 
 
 
0.76
%
Return on average equity (annualized)(8)
 
 
 
 
6.52

 
 
 
 
 
6.15

Average equity to average assets
 
 
 
 
12.97

 
 
 
 
 
12.39

Operating expense ratio(10)
 
 
 
 
0.93

 
 
 
 
 
0.81

Efficiency ratio(11)
 
 
 
 
44.68

 
 
 
 
 
41.30

Pre-tax yield on leverage strategy(12)
 
 
 
0.07

 
 
 
 
 
0.21

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Concluded)
 

(1)
Calculated net of unearned loan fees and deferred costs. Loans that are 90 or more days delinquent are included in the loans receivable average balance with a yield of zero percent.
(2)
MBS and investment securities classified as AFS are stated at amortized cost, adjusted for unamortized purchase premiums or discounts.
(3)
The average balance of investment securities includes an average balance of nontaxable securities of $23.8 million and $29.4 million for the three months ended June 30, 2018 and June 30, 2017, respectively.
(4)
The average balance of cash and cash equivalents includes an average balance of cash related to the leverage strategy of $1.43 billion and $1.94 billion for the three months ended June 30, 2018 and June 30, 2017, respectively.
(5)
Included in this line, for the quarters ended June 30, 2018 and June 30, 2017, respectively, are FHLB borrowings related to the leverage strategy with an average outstanding amount of $1.50 billion and $2.03 billion, respectively, interest paid of $7.3 million and $5.3 million, respectively, at a rate of 1.92% and 1.04%, respectively, and FHLB borrowings not related to the leverage strategy with an average outstanding amount of $2.17 billion and $2.23 billion, respectively, interest paid of $11.2 million and $12.5 million, respectively, at a rate of 2.06% and 2.25%, respectively. The FHLB advance amounts and rates included in this line include the effect of interest rate swaps and are net of deferred prepayment penalties.
(6)
Net interest income represents the difference between interest income earned on interest-earning assets and interest paid on interest-bearing liabilities. Net interest income depends on the balance of interest-earning assets and interest-bearing liabilities, and the interest rates earned or paid on them.
(7)
Net interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.
(8)
The table below provides a reconciliation between certain performance ratios presented in accordance with GAAP and the performance ratios excluding the effects of the leverage strategy, which are not presented in accordance with GAAP. Management believes it is important for comparability purposes to provide the performance ratios without the leverage strategy because of the unique nature of the leverage strategy. The leverage strategy reduces some of our performance ratios due to the amount of earnings associated with the transaction in comparison to the size of the transaction, while increasing our net income.
 
For the Three Months Ended
 
June 30, 2018
 
June 30, 2017
 
Actual
 
Leverage
 
Adjusted
 
Actual
 
Leverage
 
Adjusted
 
(GAAP)
 
Strategy
 
(Non-GAAP)
 
(GAAP)
 
Strategy
 
(Non-GAAP)
Return on average assets (annualized)
0.85
%
 
(0.13
)%
 
0.98
%
 
0.76
%
 
(0.14
)%
 
0.90
%
Return on average equity (annualized)
6.52

 
0.06

 
6.46

 
6.15

 
0.21

 
5.94

Net interest margin
1.92

 
(0.32
)
 
2.24

 
1.81

 
(0.35
)
 
2.16

Net interest rate spread
1.76

 
(0.30
)
 
2.06

 
1.67

 
(0.31
)
 
1.98

(9)
Net interest margin represents annualized net interest income as a percentage of average interest-earning assets.
(10)
The operating expense ratio represents annualized non-interest expense as a percentage of average assets.
(11)
The efficiency ratio represents non-interest expense as a percentage of the sum of net interest income (pre-provision for credit losses) and non-interest income.
(12)
The pre-tax yield on the leverage strategy represents annualized pre-tax income resulting from the transaction as a percentage of the average interest-earning assets associated with the transaction.


63


Rate/Volume Analysis
The table below presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities, comparing the three months ended June 30, 2018 to the three months ended June 30, 2017. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (1) changes in volume, which are changes in the average balance multiplied by the previous year's average rate and (2) changes in rate, which are changes in the average rate multiplied by the average balance from the previous year period. The net changes attributable to the combined impact of both rate and volume have been allocated proportionately to the changes due to volume and the changes due to rate.
 
For the Three Months Ended June 30,
 
2018 vs. 2017
 
Increase (Decrease) Due to
 
Volume
 
Rate
 
Total
 
(Dollars in thousands)
Interest-earning assets:
 
 
 
 
 
Loans receivable
$
40

 
$
840

 
$
880

MBS
(376
)
 
476

 
100

Investment securities
(112
)
 
356

 
244

FHLB stock
(428
)
 
133

 
(295
)
Cash and cash equivalents
(1,691
)
 
3,293

 
1,602

Total interest-earning assets
(2,567
)
 
5,098

 
2,531

 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
Checking
4

 
(1
)
 
3

Savings
18

 
227

 
245

Money market
(20
)
 
506

 
486

Certificates of deposit
53

 
1,905

 
1,958

FHLB borrowings
(2,019
)
 
2,636

 
617

Repurchase agreements
(663
)
 
(184
)
 
(847
)
Total interest-bearing liabilities
(2,627
)
 
5,089

 
2,462

 
 
 
 
 
 
Net change in net interest income
$
60

 
$
9

 
$
69



Comparison of Operating Results for the Three Months Ended June 30, 2018 and March 31, 2018

For the quarter ended June 30, 2018, the Company recognized net income of $22.4 million, or $0.17 per share, compared to net income of $23.3 million, or $0.17 per share, for the quarter ended March 31, 2018. The decrease in net income was due primarily to an increase in non-interest expense.

Net interest income decreased $456 thousand, or 0.9%, from the prior quarter to $49.4 million for the current quarter. The net interest margin increased six basis points from 1.86% for the prior quarter to 1.92% for the current quarter. Excluding the effects of the leverage strategy, the net interest margin would have been 2.24% for the current quarter, unchanged from the prior quarter. The decrease in net interest income and the increase in net interest margin were due mainly to the leverage strategy being in place for fewer days in the current quarter compared to the prior quarter. When the leverage strategy is in place, it increases net interest income but reduces the net interest margin due to the amount of earnings from the transaction in comparison to the size of the transaction. The leverage strategy was suspended at certain times during the current quarter due to the negative interest rate spreads between the related FHLB borrowings and cash held at the FRB of Kansas City making the transaction unprofitable.


64


Interest and Dividend Income
The weighted average yield on total interest-earning assets for the current quarter increased 14 basis points from the prior quarter, to 3.20%, while the average balance of interest-earning assets decreased $435.1 million between the two periods. Absent the impact of the leverage strategy, the weighted average yield on total interest-earning assets would have increased five basis points from the prior quarter, to 3.40%, and the average balance of interest-earning assets would have increased $71.6 million. The following table presents the components of interest and dividend income for the time periods presented, along with the change measured in dollars and percent.
 
For the Three Months Ended
 
 
 
 
 
June 30,
 
March 31,
 
Change Expressed in:
 
2018
 
2018
 
Dollars
 
Percent
 
(Dollars in thousands)
 
 
INTEREST AND DIVIDEND INCOME:
 
 
 
 
 
 
 
Loans receivable
$
64,893

 
$
64,194

 
$
699

 
1.1
 %
Cash and cash equivalents
7,221

 
7,895

 
(674
)
 
(8.5
)
MBS
5,921

 
5,390

 
531

 
9.9

FHLB stock
2,819

 
3,201

 
(382
)
 
(11.9
)
Investment securities
1,307

 
1,094

 
213

 
19.5

Total interest and dividend income
$
82,161

 
$
81,774

 
$
387

 
0.5


The table above includes interest income on cash and cash equivalents associated and not associated with the leverage strategy. Interest income on cash and cash equivalents not related to the leverage strategy increased $118 thousand from the prior quarter due to a 28 basis point increase in the weighted average yield, which was related to balances held at the FRB of Kansas City. Interest income on cash associated with the leverage strategy decreased $791 thousand from the prior quarter and dividend income on FHLB stock associated with the leverage strategy decreased $402 thousand from the prior quarter due to the leverage strategy being in place for fewer days in the current quarter compared to the prior quarter.

The increase in interest income on the MBS portfolio was due to a $47.7 million increase in the average balance of the portfolio, as well as a 10 basis point increase in the weighted average yield on the portfolio to 2.40% for the current quarter. The increase in the weighted average yield was due primarily to adjustable-rate MBS repricing to higher market rates, as well as a decrease in the impact of net premium amortization. Net premium amortization of $702 thousand during the current quarter decreased the weighted average yield on the portfolio by 29 basis points. During the prior quarter, $788 thousand of net premiums were amortized which decreased the weighted average yield on the portfolio by 33 basis points.

The increase in interest income on investment securities was due to a 34 basis point increase in the weighted average yield on the portfolio to 1.77% for the current quarter, primarily resulting from the replacement of maturing securities at higher market rates.

Interest Expense
The weighted average rate paid on total interest-bearing liabilities for the current quarter increased nine basis points from the prior quarter, to 1.44%, while the average balance of interest-bearing liabilities decreased $450.0 million between the two periods. Absent the impact of the leverage strategy, the weighted average rate paid on total interest-bearing liabilities for the current quarter would have increased four basis points from the prior quarter, to 1.34%, and the average balance of interest-bearing liabilities would have increased $56.6 million. The following table presents the components of interest expense for the time periods presented, along with the change measured in dollars and percent.
 
For the Three Months Ended
 
 
 
 
 
June 30,
 
March 31,
 
Change Expressed in:
 
2018
 
2018
 
Dollars
 
Percent
 
(Dollars in thousands)
 
 
INTEREST EXPENSE:
 
 
 
 
 
 
 
FHLB borrowings
$
18,501

 
$
18,772

 
$
(271
)
 
(1.4
)%
Deposits
13,587

 
12,480

 
1,107

 
8.9

Repurchase agreements
640

 
633

 
7

 
1.1

Total interest expense
$
32,728

 
$
31,885

 
$
843

 
2.6



65


The table above includes interest expense on FHLB borrowings associated and not associated with the leverage strategy. Interest expense on FHLB borrowings not related to the leverage strategy increased $231 thousand from the prior quarter due primarily to a one basis point increase in the weighted average rate paid, to 2.06% for the current quarter. Interest expense on FHLB borrowings associated with the leverage strategy decreased $502 thousand from the prior quarter due to the leverage strategy being in place for fewer days in the current quarter compared to the prior quarter, partially offset by an increase in the weighted average rate paid.

The increase in interest expense on deposits was due primarily to a six basis point increase in the weighted average rate paid, to 1.02% for the current quarter. The increase in the weighted average rate paid was due primarily to increases in the retail certificate of deposit portfolio rate and wholesale certificate portfolio rate, which increased seven basis points and 24 basis points, respectively.

Non-Interest Income
The following table presents the components of non-interest income for the time periods presented, along with the change measured in dollars and percent.
 
For the Three Months Ended
 
 
 
 
 
June 30,
 
March 31,
 
Change Expressed in:
 
2018
 
2018
 
Dollars
 
Percent
 
(Dollars in thousands)
 
 
NON-INTEREST INCOME:
 
 
 
 
 
 
 
Retail fees and charges
$
3,915

 
$
3,670

 
$
245

 
6.7
 %
Income from BOLI
510

 
276

 
234

 
84.8

Other non-interest income
999

 
1,487

 
(488
)
 
(32.8
)
Total non-interest income
$
5,424

 
$
5,433

 
$
(9
)
 
(0.2
)

The increase in retail fees and charges was due mainly to an increase in debit card income resulting from an increase in transaction volume, which was related to the seasonality of such activity. The increase in income from BOLI was due mainly to a one-time adjustment during the prior quarter to the benchmark interest rate associated with one of the policies. The decrease in other non-interest income was due primarily to a decrease in insurance commissions resulting from the receipt of annual commissions from certain insurance providers during the prior quarter and no such commissions received in the current quarter.

Non-Interest Expense
The following table presents the components of non-interest expense for the time periods presented, along with the change measured in dollars and percent.
 
For the Three Months Ended
 
 
 
 
 
June 30,
 
March 31,
 
Change Expressed in:
 
2018
 
2018
 
Dollars
 
Percent
 
(Dollars in thousands)
 
 
NON-INTEREST EXPENSE:
 
 
 
 
 
 
 
Salaries and employee benefits
$
11,936

 
$
11,167

 
$
769

 
6.9
 %
Information technology and related expense
3,363

 
3,622

 
(259
)
 
(7.2
)
Occupancy, net
2,787

 
2,839

 
(52
)
 
(1.8
)
Deposit and loan transaction costs
1,437

 
1,313

 
124

 
9.4

Regulatory and outside services
1,628

 
1,151

 
477

 
41.4

Advertising and promotional
1,490

 
1,337

 
153

 
11.4

Federal insurance premium
813

 
847

 
(34
)
 
(4.0
)
Office supplies and related expense
455

 
442

 
13

 
2.9

Other non-interest expense
602

 
880

 
(278
)
 
(31.6
)
Total non-interest expense
$
24,511

 
$
23,598

 
$
913

 
3.9


The increase in salaries and employee benefits expense was due mainly to additional expense on unallocated ESOP shares arising from the $0.25 per share True Blue Capitol dividend paid on those shares in June 2018. The expense recognized in the current quarter was $344 thousand, and it is expected that $344 thousand will also be recognized during the quarter ending September 30, 2018. Additionally, there was a net increase in payroll expense related to higher loan origination activity in the current quarter compared to

66


the prior quarter. The increase in regulatory and outside services was due primarily to expenses related to the acquisition of CCB, as well as the timing of audit-related expenses. The decrease in other non-interest expense was due primarily to the timing of various miscellaneous expenses, along with a decrease in OREO operations expense.

The Company's efficiency ratio was 44.68% for the current quarter compared to 42.66% for the prior quarter. The change in the efficiency ratio was due primarily to higher non-interest expense in the current quarter compared to the prior quarter.

Income Tax Expense
Income tax expense was $8.0 million for the current quarter, compared to $8.4 million for the prior quarter. The decrease was due mainly to a decrease in pretax income. The effective tax rate was 26.3% for the current quarter compared to 26.5% for the prior quarter.

Average Balance Sheet
Weighted average yields are derived by dividing annualized income by the average balance of the related assets, and weighted average rates are derived by dividing annualized expense by the average balance of the related liabilities, for the periods shown. Average outstanding balances are derived from average daily balances. The weighted average yields and rates include amortization of fees, costs, premiums and discounts, which are considered adjustments to yields/rates. Weighted average yields on tax-exempt securities are not calculated on a fully taxable equivalent basis.

 
For the Three Months Ended
 
June 30, 2018
 
March 31, 2018
 
Average
 
Interest
 
 
 
Average
 
Interest
 
 
 
Outstanding
 
Earned/
 
Yield/
 
Outstanding
 
Earned/
 
Yield/
 
Amount
 
Paid
 
Rate
 
Amount
 
Paid
 
Rate
Assets:
(Dollars in thousands)
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Loans receivable(1)
$
7,229,325

 
$
64,893

 
3.59
%
 
$
7,194,856

 
$
64,194

 
3.57
%
MBS(2)
985,831

 
5,921

 
2.40

 
938,143

 
5,390

 
2.30

Investment securities(2)(3)
295,704

 
1,307

 
1.77

 
305,285

 
1,094

 
1.43

FHLB stock
167,889

 
2,819

 
6.74

 
193,477

 
3,201

 
6.71

Cash and cash equivalents(4)
1,594,067

 
7,221

 
1.79

 
2,076,109

 
7,895

 
1.52

Total interest-earning assets(1)(2)
10,272,816

 
82,161

 
3.20

 
10,707,870

 
81,774

 
3.06

Other non-interest-earning assets
304,603

 
 
 
 
 
310,401

 
 
 
 
Total assets
$
10,577,419

 
 
 
 
 
$
11,018,271

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and stockholders' equity:
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
Checking
$
892,362

 
79

 
0.04

 
$
868,878

 
76

 
0.04

Savings
382,511

 
458

 
0.48

 
360,471

 
321

 
0.36

Money market
1,186,079

 
1,207

 
0.41

 
1,195,699

 
1,106

 
0.38

Retail certificates
2,446,695

 
10,130

 
1.66

 
2,432,667

 
9,541

 
1.59

Wholesale certificates
409,650

 
1,713

 
1.68

 
403,293

 
1,436

 
1.44

Total deposits
5,317,297

 
13,587

 
1.02

 
5,261,008

 
12,480

 
0.96

FHLB borrowings(5)
3,674,595

 
18,501

 
2.00

 
4,180,927

 
18,772

 
1.81

Repurchase agreements
100,000

 
640

 
2.53

 
100,000

 
633

 
2.53

Total borrowings
3,774,595

 
19,141

 
2.02

 
4,280,927

 
19,405

 
1.83

Total interest-bearing liabilities
9,091,892

 
32,728

 
1.44

 
9,541,935

 
31,885

 
1.35

Other non-interest-bearing liabilities
113,216

 
 
 
 
 
115,505

 
 
 
 
Stockholders' equity
1,372,311

 
 
 
 
 
1,360,831

 
 
 
 
Total liabilities and stockholders' equity
$
10,577,419

 
 
 
 
 
$
11,018,271

 
 
 
 
 
 
 
 
 
 
 
 
 
(Continued)
 

67


 
For the Three Months Ended
 
June 30, 2018
 
March 31, 2018
 
Average
 
Interest
 
 
 
Average
 
Interest
 
 
 
Outstanding
 
Earned/
 
Yield/
 
Outstanding
 
Earned/
 
Yield/
 
Amount
 
Paid
 
Rate
 
Amount
 
Paid
 
Rate
 
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income(6)
 
 
$
49,433

 
 
 
 
 
$
49,889

 
 
Net interest rate spread(7)(8)
 
 
 
 
1.76
%
 
 
 
 
 
1.71
%
Net interest-earning assets
$
1,180,924

 
 
 
 
 
$
1,165,935

 
 
 
 
Net interest margin(8)(9)
 
 
 
 
1.92

 
 
 
 
 
1.86

Ratio of interest-earning assets to interest-bearing liabilities
 
1.13x

 
 
 
 
 
1.12x

 
 
 
 
 
 
 
 
 
 
 
 
Selected performance ratios:
 
 
 
 
 
 
 
 
 
 
 
Return on average assets (annualized)(8)
 
 
 
 
0.85
%
 
 
 
 
 
0.85
%
Return on average equity (annualized)(8)
 
 
 
 
6.52

 
 
 
 
 
6.86

Average equity to average assets
 
 
 
 
12.97

 
 
 
 
 
12.35

Operating expense ratio(10)
 
 
 
 
0.93

 
 
 
 
 
0.86

Efficiency ratio(11)
 
 
 
 
44.68

 
 
 
 
 
42.66

Pre-tax yield on leverage strategy(12)
 
 
 
0.07

 
 
 
 
 
0.18

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Concluded)
 

(1)
Calculated net of unearned loan fees and deferred costs. Loans that are 90 or more days delinquent are included in the loans receivable average balance with a yield of zero percent.
(2)
MBS and investment securities classified as AFS are stated at amortized cost, adjusted for unamortized purchase premiums or discounts.
(3)
The average balance of investment securities includes an average balance of nontaxable securities of $23.8 million and $24.8 million for the three months ended June 30, 2018 and March 31, 2018, respectively.
(4)
The average balance of cash and cash equivalents includes an average balance of cash related to the leverage strategy of $1.43 billion and $1.91 billion for the three months ended June 30, 2018 and March 31, 2018, respectively.
(5)
Included in this line, for the quarters ended June 30, 2018 and March 31, 2018, respectively, are FHLB borrowings related to the leverage strategy with an average outstanding amount of $1.50 billion and $2.01 billion, respectively, interest paid of $7.3 million and $7.8 million, respectively, at a rate of 1.92% and 1.55%, respectively, and FHLB borrowings not related to the leverage strategy with an average outstanding amount of $2.17 billion for each of the two periods, interest paid of $11.2 million and $11.0 million, respectively, at a rate of 2.06% and 2.05%, respectively. The FHLB advance amounts and rates included in this line include the effect of interest rate swaps and are net of deferred prepayment penalties.
(6)
Net interest income represents the difference between interest income earned on interest-earning assets and interest paid on interest-bearing liabilities. Net interest income depends on the balance of interest-earning assets and interest-bearing liabilities, and the interest rates earned or paid on them.
(7)
Net interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.
(8)
The table below provides a reconciliation between certain performance ratios presented in accordance with GAAP and the performance ratios excluding the effects of the leverage strategy, which are not presented in accordance with GAAP. Management believes it is important for comparability purposes to provide the performance ratios without the leverage strategy because of the unique nature of the leverage strategy. The leverage strategy reduces some of our performance ratios due to the amount of earnings associated with the transaction in comparison to the size of the transaction, while increasing our net income.
 
For the Three Months Ended
 
June 30, 2018
 
March 31, 2018
 
Actual
 
Leverage
 
Adjusted
 
Actual
 
Leverage
 
Adjusted
 
(GAAP)
 
Strategy
 
(Non-GAAP)
 
(GAAP)
 
Strategy
 
(Non-GAAP)
Return on average assets (annualized)
0.85
%
 
(0.13
)%
 
0.98
%
 
0.85
%
 
(0.15
)%
 
1.00
%
Return on average equity (annualized)
6.52

 
0.06

 
6.46

 
6.86

 
0.21

 
6.65

Net interest margin
1.92

 
(0.32
)
 
2.24

 
1.86

 
(0.38
)
 
2.24

Net interest rate spread
1.76

 
(0.30
)
 
2.06

 
1.71

 
(0.34
)
 
2.05

(9)
Net interest margin represents annualized net interest income as a percentage of average interest-earning assets.
(10)
The operating expense ratio represents annualized non-interest expense as a percentage of average assets.
(11)
The efficiency ratio represents non-interest expense as a percentage of the sum of net interest income (pre-provision for credit losses) and non-interest income.
(12)
The pre-tax yield on the leverage strategy represents annualized pre-tax income resulting from the transaction as a percentage of the average interest-earning assets associated with the transaction.


68


Rate/Volume Analysis
The table below presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities, comparing the three months ended June 30, 2018 to the three months ended March 31, 2018. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (1) changes in volume, which are changes in the average balance multiplied by the previous year's average rate and (2) changes in rate, which are changes in the average rate multiplied by the average balance from the previous year period. The net changes attributable to the combined impact of both rate and volume have been allocated proportionately to the changes due to volume and the changes due to rate.
 
For the Three Months Ended
 
June 30, 2018 vs. March 31, 2018
 
Increase (Decrease) Due to
 
Volume
 
Rate
 
Total
 
(Dollars in thousands)
Interest-earning assets:
 
 
 
 
 
Loans receivable
$
310

 
$
389

 
$
699

MBS
281

 
250

 
531

Investment securities
(35
)
 
248

 
213

FHLB stock
(395
)
 
13

 
(382
)
Cash and cash equivalents
(1,973
)
 
1,299

 
(674
)
Total interest-earning assets
(1,812
)
 
2,199

 
387

 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
Checking
3

 

 
3

Savings
22

 
115

 
137

Money market
(8
)
 
109

 
101

Certificates of deposit
93

 
773

 
866

FHLB borrowings
(2,183
)
 
1,912

 
(271
)
Repurchase agreements
4

 
3

 
7

Total interest-bearing liabilities
(2,069
)
 
2,912

 
843

 
 
 
 
 
 
Net change in net interest income
$
257

 
$
(713
)
 
$
(456
)



Liquidity and Capital Resources
Liquidity refers to our ability to generate sufficient cash to fund ongoing operations, to repay maturing certificates of deposit and other deposit withdrawals, to repay maturing borrowings, and to fund loan commitments. Liquidity management is both a daily and long-term function of our business management. The Company's most available liquid assets are represented by cash and cash equivalents, AFS securities, and short-term investment securities. The Bank's primary sources of funds are deposits, FHLB borrowings, repurchase agreements, repayments and maturities of outstanding loans and MBS and other short-term investments, and funds provided by operations. The Bank's long-term borrowings primarily have been used to manage the Bank's interest rate risk with the intent to improve the earnings of the Bank while maintaining capital ratios in excess of regulatory standards for well-capitalized financial institutions. In addition, the Bank's focus on managing risk has provided additional liquidity capacity by maintaining a balance of MBS and investment securities available as collateral for borrowings.

We generally intend to manage cash reserves sufficient to meet short-term liquidity needs, which are routinely forecasted for 10, 30, and 365 days. Additionally, on a monthly basis, we perform a liquidity stress test in accordance with the Interagency Policy Statement on Funding and Liquidity Risk Management. The liquidity stress test incorporates both short-term and long-term liquidity scenarios in order to identify and to quantify liquidity risk. Management also monitors key liquidity statistics related to items such as wholesale funding gaps, borrowings capacity, and available unpledged collateral, as well as various liquidity ratios.

In the event short-term liquidity needs exceed available cash, the Bank has access to a line of credit at FHLB and the FRB of Kansas City's discount window. Per FHLB's lending guidelines, total FHLB borrowings cannot exceed 40% of regulatory total assets without

69


the pre-approval of FHLB senior management. In July 2018, the president of FHLB approved an increase, through July 2019, in the Bank's borrowing limit to 55% of Bank Call Report total assets. When the leverage strategy is in place, the Bank maintains the resulting excess cash reserves from the FHLB borrowings at the FRB of Kansas City, which can be used to meet any short-term liquidity needs. The amount that can be borrowed from the FRB of Kansas City's discount window is based upon the fair value of securities pledged as collateral and certain other characteristics of those securities, and is used only when other sources of short-term liquidity are unavailable. Management tests the Bank's access to the FRB of Kansas City's discount window annually with a nominal, overnight borrowing.

If management observes a trend in the amount and frequency of line of credit utilization and/or short-term borrowings that is not in conjunction with a planned strategy, such as the leverage strategy, the Bank will likely utilize long-term wholesale borrowing sources such as FHLB advances and/or repurchase agreements to provide long-term, fixed-rate funding. The maturities of these long-term borrowings are generally staggered in order to mitigate the risk of a highly negative cash flow position at maturity. The Bank's internal policy limits total borrowings to 55% of total assets. At June 30, 2018, the Bank had total borrowings, at par, of $2.28 billion, or approximately 25% of total assets.

The amount of FHLB advances outstanding at June 30, 2018 was $2.08 billion, of which $775.0 million was scheduled to mature in the next 12 months, including $300.0 million of FHLB advances tied to interest rate swaps. All FHLB borrowings are secured by certain qualifying loans pursuant to a blanket collateral agreement with FHLB. At June 30, 2018, the Bank's ratio of the par value of FHLB borrowings to Call Report total assets was 24%. When the full leverage strategy is in place, FHLB borrowings may be in excess of 40% of the Bank's Call Report total assets, and may be in excess of 40% as long as the Bank continues its leverage strategy and FHLB senior management continue to approve the Bank's borrowing limit being in excess of 40% of Call Report total assets. All or a portion of the FHLB borrowings in conjunction with the leverage strategy could be repaid at any point in time while the strategy is in effect, if necessary.

At June 30, 2018, the Bank had repurchase agreements of $100.0 million, or approximately 1% of total assets, none of which were scheduled to mature in the next 12 months. The Bank may enter into additional repurchase agreements as management deems appropriate, not to exceed 15% of total assets, and subject to the total borrowings limit of 55% discussed above. The Bank has pledged securities with an estimated fair value of $107.8 million as collateral for repurchase agreements as of June 30, 2018. The securities pledged for the repurchase agreements will be delivered back to the Bank when the repurchase agreements mature.

The Bank could utilize the repayment and maturity of outstanding loans, MBS, and other investments for liquidity needs rather than reinvesting such funds into the related portfolios. At June 30, 2018, the Bank had $624.6 million of securities that were eligible but unused as collateral for borrowing or other liquidity needs. 

The Bank has access to other sources of funds for liquidity purposes, such as brokered and public unit deposits. As of June 30, 2018, the Bank's policy allowed for combined brokered and public unit deposits up to 15% of total deposits. At June 30, 2018, the Bank had public unit deposits totaling $406.5 million, which had an average remaining term to maturity of 10 months, or approximately 8% of total deposits, and no brokered deposits. Management continuously monitors the wholesale deposit market for opportunities to obtain funds at attractive rates. The Bank had pledged securities with an estimated fair value of $446.3 million as collateral for public unit deposits at June 30, 2018. The securities pledged as collateral for public unit deposits are held under joint custody with FHLB and generally will be released upon deposit maturity.

At June 30, 2018, $1.04 billion of the Bank's certificate of deposit portfolio was scheduled to mature within one year, including $281.3 million of public unit deposits. Based on our deposit retention experience and our current pricing strategy, we anticipate the majority of the maturing retail certificates of deposit will renew or transfer to other deposit products at the prevailing rate, although no assurance can be given in this regard.  We also anticipate the majority of the maturing public unit deposits will be replaced with similar wholesale funding products.

While scheduled payments from the amortization of loans and MBS and payments on short-term investments are relatively predictable sources of funds, deposit flows, prepayments on loans and MBS, and calls of investment securities are greatly influenced by general interest rates, economic conditions, and competition, and are less predictable sources of funds. To the extent possible, the Bank manages the cash flows of its loan and deposit portfolios by the rates it offers customers.



70


The following table presents the contractual maturities of our loan, MBS, and investment securities portfolios at June 30, 2018, along with associated weighted average yields. Loans and securities which have adjustable interest rates are shown as maturing in the period during which the contract is due. The table does not reflect the effects of possible prepayments or enforcement of due on sale clauses. As of June 30, 2018, the amortized cost of investment securities in our portfolio which are callable or have pre-refunding dates within one year was $169.8 million.
 
Loans(1)
 
MBS
 
Investment Securities
 
Total
 
Amount
 
Yield
 
Amount
 
Yield
 
Amount
 
Yield
 
Amount
 
Yield
 
(Dollars in thousands)
Amounts due:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Within one year
$
81,399

 
4.45
%
 
$
2,073

 
3.80
%
 
$
54,860

 
1.26
%
 
$
138,332

 
3.17
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
After one year:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Over one to two years
12,826

 
4.93

 
2,042

 
4.56

 
54,906

 
1.52

 
69,774

 
2.23

Over two to three years
114,842

 
3.89

 
21,336

 
2.78

 
55,818

 
1.70

 
191,996

 
3.13

Over three to five years
47,920

 
3.96

 
83,022

 
1.57

 
96,030

 
2.74

 
226,972

 
2.57

Over five to ten years
624,781

 
3.52

 
365,891

 
2.15

 

 

 
990,672

 
3.02

Over ten to fifteen years
1,265,215

 
3.39

 
153,418

 
2.81

 

 

 
1,418,633

 
3.33

After fifteen years
5,079,186

 
3.68

 
330,487

 
2.82

 

 

 
5,409,673

 
3.62

Total due after one year
7,144,770

 
3.62

 
956,196

 
2.46

 
206,754

 
2.13

 
8,307,720

 
3.45

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
7,226,169

 
3.63

 
$
958,269

 
2.46

 
$
261,614

 
1.95

 
$
8,446,052

 
3.44


(1)
Demand loans, loans having no stated maturity, and overdraft loans are included in the amounts due within one year. Construction loans are presented based on the estimated term to complete construction. The maturity date for home equity loans assumes the customer always makes the required minimum payment.

71


Limitations on Dividends and Other Capital Distributions

Office of the Comptroller of the Currency ("OCC") regulations impose restrictions on savings institutions with respect to their ability to make distributions of capital, which include dividends, stock redemptions or repurchases, cash-out mergers and other transactions charged to the capital account. Under FRB and OCC safe harbor regulations, savings institutions generally may make capital distributions during any calendar year equal to earnings of the previous two calendar years and current year-to-date earnings. Savings institutions must also maintain an applicable capital conservation buffer above minimum risk-based capital requirements in order to avoid restrictions on capital distributions, including dividends. A savings institution that is a subsidiary of a savings and loan holding company, such as the Company, that proposes to make a capital distribution must submit written notice to the OCC and FRB 30 days prior to such distribution. The OCC and FRB may object to the distribution during that 30-day period based on safety and soundness or other concerns. Savings institutions that desire to make a larger capital distribution, are under special restrictions, or are not, or would not be, sufficiently capitalized following a proposed capital distribution must obtain regulatory non-objection prior to making such a distribution.
 
The long-term ability of the Company to pay dividends to its stockholders is based primarily upon the ability of the Bank to make capital distributions to the Company.  So long as the Bank remains well capitalized after each capital distribution, operates in a safe and sound manner, and maintains an applicable capital conservation buffer above its minimum risk-based capital requirements, it is management's belief that the OCC and FRB will continue to allow the Bank to distribute its earnings to the Company, although no assurance can be given in this regard.

Off-Balance Sheet Arrangements, Commitments and Contractual Obligations

The Company, in the normal course of business, makes commitments to buy or sell assets, extend credit, or to incur or fund liabilities. There have been no material changes in commitments, contractual obligations or off-balance sheet arrangements from September 30, 2017. For additional information, see "Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Off-Balance Sheet Arrangements, Commitments and Contractual Obligations" in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2017. We anticipate we will continue to have sufficient funds, through repayments and maturities of loans and securities, deposits and borrowings, to meet our current commitments.

The maximum balance of short-term FHLB borrowings outstanding at any month-end during the nine months ended June 30, 2018 was $2.98 billion, and the average balance of short-term FHLB borrowings outstanding during this period was $2.60 billion at a weighted average contractual rate of 1.61%. Short-term FHLB borrowings for this disclosure are defined as those with maturity dates within the next 12 months. The majority of the short-term FHLB borrowings amount related to borrowings associated with the leverage strategy. This compares to a balance of short-term FHLB borrowings outstanding at June 30, 2018 of $875.0 million at a weighted average contractual rate of 1.81%.

Contingencies

In the normal course of business, the Company and its subsidiary are named defendants in various lawsuits and counter claims. In the opinion of management, after consultation with legal counsel, none of the currently pending suits are expected to have a materially adverse effect on the Company's consolidated financial statements for the quarter ended June 30, 2018, or future periods.


72


Capital

Consistent with our goal to operate a sound and profitable financial organization, we actively seek to maintain a well-capitalized status for the Bank per the regulatory framework for prompt corrective action ("PCA"). As of June 30, 2018, the Bank and Company exceeded all regulatory capital requirements. The following table presents the regulatory capital ratios of the Bank and the Company at June 30, 2018.
 
 
 
 
 
 
 
Regulatory
 
 
 
 
 
 
 
Requirement For
 
 
 
 
 
Minimum
 
Well-Capitalized
 
Bank
 
Company
 
Regulatory
 
Status of Bank
 
Ratios
 
Ratios
 
Requirement
 
Under PCA Provisions
Tier 1 leverage ratio
11.0
%
 
12.6
%
 
4.0
%
 
5.0
%
Common Equity Tier 1 capital ratio
26.2

 
30.0

 
4.5

 
6.5

Tier 1 capital ratio
26.2

 
30.0

 
6.0

 
8.0

Total capital ratio
26.4

 
30.2

 
8.0

 
10.0


The following table presents a reconciliation of equity under GAAP to regulatory capital amounts, as of June 30, 2018, for the Bank and the Company (dollars in thousands):
 
Bank
 
Company
Total equity as reported under GAAP
$
1,172,779

 
$
1,341,325

AOCI
(3,763
)
 
(3,763
)
Total tier 1 capital
1,169,016

 
1,337,562

ACL
8,344

 
8,344

Total capital
$
1,177,360

 
$
1,345,906


Item 3. Quantitative and Qualitative Disclosure about Market Risk
Asset and Liability Management and Market Risk
For a complete discussion of the Bank's asset and liability management policies, as well as the potential impact of interest rate changes upon the market value of the Bank's portfolios, see "Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk" in the Company's Annual Report on Form 10-K for the year ended September 30, 2017. The analysis presented in the tables below reflects the level of market risk at the Bank, including the cash the holding company has on deposit at the Bank.

The rates of interest the Bank earns on its assets and pays on its liabilities are generally established contractually for a period of time. Fluctuations in interest rates have a significant impact not only upon our net income, but also upon the cash flows and market values of our assets and liabilities. Our results of operations, like those of other financial institutions, are impacted by changes in interest rates and the interest rate sensitivity of our interest-earning assets and interest-bearing liabilities. Risk associated with changes in interest rates on the earnings of the Bank and the market value of its financial assets and liabilities is known as interest rate risk. Interest rate risk is our most significant market risk, and our ability to adapt to changes in interest rates is known as interest rate risk management.

The general objective of our interest rate risk management program is to determine and manage an appropriate level of interest rate risk while maximizing net interest income in a manner consistent with our policy to manage, to the extent practicable, the exposure of net interest income to changes in market interest rates. The Board of Directors and Asset and Liability Management Committee ("ALCO") regularly review the Bank's interest rate risk exposure by forecasting the impact of hypothetical, alternative interest rate environments on net interest income and the market value of portfolio equity ("MVPE") at various dates. The MVPE is defined as the net of the present value of cash flows from existing assets, liabilities, and off-balance sheet instruments. The present values are determined based upon market conditions as of the date of the analysis, as well as in alternative interest rate environments providing potential changes in the MVPE under those alternative interest rate environments. Net interest income is projected in the same alternative interest rate environments with both a static balance sheet and management strategies considered. The MVPE and net interest income analysis are also conducted to estimate our sensitivity to rates for future time horizons based upon market conditions as of the date of the analysis. In addition to the interest rate environments presented below, management also reviews the impact of non-parallel rate shock scenarios on a quarterly basis. These scenarios consist of flattening and steepening the yield curve by changing short-term and long-term interest rates independent of each other, and simulating cash flows and determining valuations as a

73


result of these hypothetical changes in interest rates to identify rate environments that pose the greatest risk to the Bank. This analysis helps management quantify the Bank's exposure to changes in the shape of the yield curve.

Qualitative Disclosure about Market Risk
At June 30, 2018, the Bank's gap between the amount of interest-earning assets and interest-bearing liabilities projected to reprice within one year was $(303.6) million, or (3.36)% of total assets, compared to $65.6 million, or 0.72% of total assets, at March 31, 2018. The decrease in the one-year gap amount was due primarily to an increase in the amount of borrowings and certificates of deposit projected to reprice over the next year. In addition, cash flows from mortgage-related assets projected to reprice decreased compared to March 31, 2018 due to higher interest rates. This increase in interest rates resulted in lower projected cash flows on these assets over the next year compared to March 31, 2018. The decrease in the projected cash flows on mortgage-related assets was partially offset by an increase in the amount of cash held at June 30, 2018. As interest rates rise, borrowers have less economic incentive to refinance their mortgages and agency debt issuers have less economic incentive or opportunity to exercise their call options in order to issue new debt at lower interest rates, resulting in lower projected cash flows on these assets.

The majority of interest-earning assets anticipated to reprice in the coming year are repayments and prepayments on one- to four-family loans and MBS, both of which include the option to prepay without a fee being paid by the contract holder. The amount of interest-bearing liabilities expected to reprice in a given period is not typically impacted significantly by changes in interest rates because the Bank's borrowings and certificate of deposit portfolios have contractual maturities and generally cannot be terminated early without a prepayment penalty. If interest rates were to increase 200 basis points, as of June 30, 2018, the Bank's one-year gap is projected to be $(676.3) million, or (7.47)% of total assets. This compares to a one-year gap of $(327.0) million, or (3.59)% of total assets, if interest rates were to have increased 200 basis points as of March 31, 2018.

During the current quarter, loan repayments totaled $286.9 million and cash flows from the securities portfolio totaled $141.6 million. The asset cash flows of $428.5 million were reinvested into new assets at current market interest rates. Total cash flows from fixed-rate liabilities that matured and repriced into current market interest rates during the current quarter were $412.9 million. These offsetting cash flows allow the Bank to manage its interest rate risk and gap position more precisely than if the Bank did not have offsetting cash flows due to its mix of assets or maturity structure of liabilities.

Other strategies include managing the Bank's wholesale assets and liabilities. The Bank primarily uses long-term fixed-rate borrowings with no embedded options to lengthen the average life of the Bank's liabilities. The fixed-rate characteristics of these borrowings lock-in the cost until maturity and thus decrease the amount of liabilities repricing as interest rates move higher compared to funding with lower-cost short-term borrowings. These borrowings are laddered in order to prevent large amounts of liabilities repricing in any one period. The WAL of the Bank's term borrowings as of June 30, 2018 was 1.8 years. However, including the impact of interest rate swaps related to $300.0 million of adjustable-rate FHLB advances, the WAL of the Bank's term borrowings as of June 30, 2018 was 2.7 years. The interest rate swaps effectively convert the adjustable-rate borrowings into long-term, fixed-rate liabilities.

The Bank uses the securities portfolio to shorten the average life of the Bank's assets. Purchases in the securities portfolio over the past few years have primarily been focused on callable agency debentures with maturities no longer than five years, shorter duration MBS, and adjustable-rate MBS. These securities have a shorter average life and provide a steady source of cash flow that can be reinvested as interest rates rise or used to purchase higher-yielding assets. The WAL of the Bank's securities portfolio as of June 30, 2018 was 2.8 years.

In addition to the wholesale strategies, the Bank has sought to increase core deposits and long-term certificates of deposit. Core deposits are expected to reduce the risk of higher interest rates because their interest rates are not expected to increase significantly as market interest rates rise. Specifically, checking accounts and savings accounts have had minimal interest rate fluctuations throughout historical interest rate cycles, though no assurance can be given that this will be the case in future interest rate cycles. The balances and rates of these accounts have historically tended to remain very stable over time, giving them the characteristic of long-term liabilities. The Bank uses historical data pertaining to these accounts to estimate their future balances. At June 30, 2018 the WAL of the Bank's non-maturity deposits was 12.6 years.

Over the last few years, the Bank has priced long-term certificates of deposit more aggressively than short-term certificates of deposit with the goal of giving customers incentive to move funds into longer-term certificates of deposit when interest rates were lower. Long-term certificates of deposit reduce the amount of liabilities repricing as interest rates rise in a given time period.

Because of the on-balance sheet strategies implemented over the past several years, management believes the Bank is well-positioned to move into a market rate environment where interest rates are higher.


74


Gap Table. The following gap table summarizes the anticipated maturities or repricing periods of the Bank's interest-earning assets and interest-bearing liabilities based on the information and assumptions set forth in the notes below. Cash flow projections for mortgage-related assets are calculated based in part on prepayment assumptions at current and projected interest rates. Prepayment projections are subjective in nature, involve uncertainties and assumptions and, therefore, cannot be determined with a high degree of accuracy. Although certain assets and liabilities may have similar maturities or periods to repricing, they may react differently to changes in market interest rates. Assumptions may not reflect how actual yields and costs respond to market interest rate changes. The interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types of assets and liabilities may lag behind changes in market interest rates. Certain assets, such as adjustable-rate mortgage ("ARM") loans, have features that restrict changes in interest rates on a short-term basis and over the life of the asset. In the event of a change in interest rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed in calculating the gap table below. A positive gap indicates more cash flows from assets are expected to reprice than cash flows from liabilities and would indicate, in a rising rate environment, that earnings should increase. A negative gap indicates more cash flows from liabilities are expected to reprice than cash flows from assets and would indicate, in a rising rate environment, that earnings should decrease. For additional information regarding the impact of changes in interest rates, see the following Change in Net Interest Income and Change in MVPE discussions and tables.
 
 
 
More Than
 
More Than
 
 
 
 
 
Within
 
One Year to
 
Three Years
 
Over
 
 
 
One Year
 
Three Years
 
to Five Years
 
Five Years
 
Total
Interest-earning assets:
(Dollars in thousands)
Loans receivable(1)
$
1,425,828

 
$
1,817,800

 
$
1,142,612

 
$
2,831,001

 
$
7,217,241

Securities(2)
454,083

 
394,510

 
240,011

 
132,175

 
1,220,779

Other interest-earning assets
170,871

 

 

 

 
170,871

Total interest-earning assets
2,050,782

 
2,212,310

 
1,382,623

 
2,963,176

 
8,608,891

 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
Non-maturity deposits(3)
318,507

 
348,046

 
259,762

 
1,677,116

 
2,603,431

Certificates of deposit
1,160,930

 
1,185,927

 
496,311

 
1,116

 
2,844,284

Borrowings(4)
875,000

 
1,100,000

 
300,000

 
42,557

 
2,317,557

Total interest-bearing liabilities
2,354,437

 
2,633,973

 
1,056,073

 
1,720,789

 
7,765,272

 
 
 
 
 
 
 
 
 
 
Excess (deficiency) of interest-earning assets over
 
 
 
 
 
 
 
 
interest-bearing liabilities
$
(303,655
)
 
$
(421,663
)
 
$
326,550

 
$
1,242,387

 
$
843,619

 
 
 
 
 
 
 
 
 
 
Cumulative excess of interest-earning assets over
 
 
 
 
 
 
 
 
interest-bearing liabilities
$
(303,655
)
 
$
(725,318
)
 
$
(398,768
)
 
$
843,619

 
 
 
 
 
 
 
 
 
 
 
 
Cumulative excess of interest-earning assets over interest-bearing
 
 
 
 
 
 
liabilities as a percent of total Bank assets at:
 
 
 
 
 
 
 
 
June 30, 2018
(3.36
)%
 
(8.02
)%
 
(4.41
)%
 
9.32
%
 
 
September 30, 2017
6.98

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cumulative one-year gap - interest rates +200 bps at:
 
 
 
 
 
 
 
 
June 30, 2018
(7.47
)
 
 
 
 
 
 
 
 
September 30, 2017
0.88

 
 
 
 
 
 
 
 

(1)
ARM loans are included in the period in which the rate is next scheduled to adjust or in the period in which repayments are expected to occur, or prepayments are expected to be received, prior to their next rate adjustment, rather than in the period in which the loans are due. Fixed-rate loans are included in the periods in which they are scheduled to be repaid, based on scheduled amortization and prepayment assumptions. Balances are net of undisbursed amounts and deferred fees and exclude loans 90 or more days delinquent or in foreclosure.
(2)
MBS reflect projected prepayments at amortized cost. Investment securities are presented based on contractual maturities, term to call dates or pre-refunding dates as of June 30, 2018, at amortized cost.
(3)
Although the Bank's checking, savings, and money market accounts are subject to immediate withdrawal, management considers a substantial amount of these accounts to be core deposits having significantly longer effective maturities. The decay rates (the assumed rates at which the balances of existing accounts decline) used on these accounts is based on assumptions developed from our actual experiences with these accounts. If all of the Bank's checking, savings, and money market accounts had been assumed to be subject to repricing within one year, interest-bearing liabilities which were estimated to mature or reprice within one year would have exceeded interest-earning assets with comparable characteristics by $2.59 billion, for a cumulative one-year gap of (28.6)% of total assets.
(4)
Borrowings exclude deferred prepayment penalty costs.


75


Change in Net Interest Income. For each date presented in the following table, the estimated change in the Bank's net interest income is based on the indicated instantaneous, parallel and permanent change in interest rates is presented. The change in each interest rate environment represents the difference between estimated net interest income in the 0 basis point interest rate environment ("base case," assumes the forward market and product interest rates implied by the yield curve are realized) and the estimated net interest income in each alternative interest rate environment (assumes market and product interest rates have a parallel shift in rates across all maturities by the indicated change in rates). Projected cash flows for each scenario are based upon varying prepayment assumptions to model likely customer behavior changes as market rates change. Estimations of net interest income used in preparing the table below were based upon the assumptions that the total composition of interest-earning assets and interest-bearing liabilities does not change materially and that any repricing of assets or liabilities occurs at anticipated product and market rates for the alternative rate environments as of the dates presented. The estimation of net interest income does not include any projected gains or losses related to the sale of loans or securities, or income derived from non-interest income sources, but does include the use of different prepayment assumptions in the alternative interest rate environments. It is important to consider that estimated changes in net interest income are for a cumulative four-quarter period. These do not reflect the earnings expectations of management.
Change
 
Net Interest Income At
(in Basis Points)
 
June 30, 2018
 
September 30, 2017
in Interest Rates(1)
 
Amount ($)
 
Change ($)
 
Change (%)
 
Amount ($)
 
Change ($)
 
Change (%)
 
 
(Dollars in thousands)
 -100 bp
 
$
191,604

 
$
1,237

 
0.65
 %
 
$
181,200

 
$
(6,623
)
 
(3.53
)%
  000 bp
 
190,367

 

 

 
187,823

 

 

+100 bp
 
186,571

 
(3,796
)
 
(1.99
)
 
189,259

 
1,436

 
0.76

+200 bp
 
181,254

 
(9,113
)
 
(4.79
)
 
188,508

 
685

 
0.36

+300 bp
 
175,049

 
(15,318
)
 
(8.05
)
 
186,299

 
(1,524
)
 
(0.81
)

(1)
Assumes an instantaneous, parallel, and permanent change in interest rates at all maturities.

The net interest income projection was higher in the base case scenario at June 30, 2018 compared to September 30, 2017. This was due primarily to enhancements in the Bank's deposit rate model to better align projected money market deposit rates with historical behavior and management's expectations. This change resulted in a decrease in the projected interest expense over the 12-month horizon compared to September 30, 2017. In addition, higher interest rates at June 30, 2018 resulted in an increase in the projected income on the Bank's interest-earning assets compared to September 30, 2017.

The net interest income projections decreased from the base case in all rising rate scenarios at June 30, 2018, while at September 30, 2017 the net interest income projection improved in the +100 and +200 basis point scenarios before decreasing in the +300 basis point scenario. This change was due primarily to a decrease in cash between the two periods as well as higher market interest rates at June 30, 2018, which reduced projected cash flows on mortgage-related assets, both of which resulted in a decrease in the level of earnings in the higher interest rate environments. The decrease in cash, which reprices daily, reduced the amount of assets projected to reprice in the twelve-month horizon. In addition, the one-year gap was negative at June 30, 2018 due to a reduction in cash flows from the Bank's mortgage-related assets and callable agency debentures, along with an increase in the amount of borrowings scheduled to reprice. At June 30, 2018, as interest rates move higher, liabilities would reprice to higher interest rates at a faster pace than assets and have a negative impact on the Bank's net interest income projection. At September 30, 2017, modeled in the +300 basis point scenario, liabilities would reprice to higher interest rates at a faster pace than assets and have a negative impact on the Bank's net interest income projection.



76


Change in MVPE. The following table sets forth the estimated change in the MVPE for each date presented based on the indicated instantaneous, parallel, and permanent change in interest rates. The change in each interest rate environment represents the difference between the MVPE in the base case (assumes the forward market interest rates implied by the yield curve are realized) and the MVPE in each alternative interest rate environment (assumes market interest rates have a parallel shift in rates). Projected cash flows for each scenario are based upon varying prepayment assumptions to model likely customer behavior changes as market rates change. The estimations of the MVPE used in preparing the table below were based upon the assumptions that the total composition of interest-earning assets and interest-bearing liabilities does not change, that any repricing of assets or liabilities occurs at current product or market rates for the alternative rate environments as of the dates presented, and that different prepayment rates were used in each alternative interest rate environment. The estimated MVPE results from the valuation of cash flows from financial assets and liabilities over the anticipated lives of each for each interest rate environment. The table below presents the effects of the changes in interest rates on our assets and liabilities as they mature, repay, or reprice, as shown by the change in the MVPE for alternative interest rates.
Change
 
Market Value of Portfolio Equity At
(in Basis Points)
 
June 30, 2018
 
September 30, 2017
in Interest Rates(1)
 
Amount ($)
 
Change ($)
 
Change (%)
 
Amount ($)
 
Change ($)
 
Change (%)
 
 
(Dollars in thousands)
 -100 bp
 
$
1,423,900

 
$
57,143

 
4.18
 %
 
$
1,446,537

 
$
(13,891
)
 
(0.95
)%
  000 bp
 
1,366,757

 

 

 
1,460,428

 

 

+100 bp
 
1,206,738

 
(160,019
)
 
(11.71
)
 
1,352,558

 
(107,870
)
 
(7.39
)
+200 bp
 
1,010,619

 
(356,138
)
 
(26.06
)
 
1,173,891

 
(286,537
)
 
(19.62
)
+300 bp
 
807,935

 
(558,822
)
 
(40.89
)
 
969,747

 
(490,681
)
 
(33.60
)

(1)
Assumes an instantaneous, parallel, and permanent change in interest rates at all maturities.

The percentage change in the Bank's MVPE at June 30, 2018 was more adversely impacted in the increasing interest rate scenarios than at September 30, 2017. This was due to a decrease in cash held between the two periods as well as market interest rates being higher at June 30, 2018. The market value of cash is not impacted by changes in interest rates due to the fact that the interest rates on cash changes daily as short-term interest rates change. As long-term interest rates increase, repayments on mortgage-related assets are more likely to decrease and only be realized through significant changes in borrowers' lives such as divorce, death, job-related relocations, or other events as there is less economic incentive for borrowers to prepay their debt, resulting in an increase in the average life of mortgage-related assets. Similarly, call projections for the Bank's callable agency debentures decrease as interest rates rise, which results in cash flows related to these assets moving closer to the contractual maturity dates. The higher expected average lives of these assets, relative to the assumptions in the base case interest rate environment, increases the sensitivity of their market value to changes in interest rates. In addition, the WAL of the Bank's non-maturity deposits has decreased since September 30, 2017 due to an increase in interest rates. When the difference between deposit account interest rates and market interest rates increases, the Bank's deposit model assumes a higher level of deposit balance runoff as depositors are more likely to move funds from deposit accounts into higher yielding assets. The shorter expected average lives of these liabilities reduces the sensitivity of their market value to changes in interest rates.


77


The following table presents the weighted average yields/rates and WALs (in years), after applying prepayment, call assumptions, and decay rates for our interest-earning assets and interest-bearing liabilities as of June 30, 2018. Yields presented for interest-earning assets include the amortization of fees, costs, premiums and discounts, which are considered adjustments to the yield. The interest rate presented for term borrowings is the effective rate, which includes the impact of interest rate swaps and the amortization of deferred prepayment penalties resulting from FHLB advances previously prepaid. The WAL presented for term borrowings includes the effect of interest rate swaps. The maturity and repricing terms presented for one- to four-family loans represent the contractual terms of the loan.
 
Amount
 
Yield/Rate
 
WAL
 
% of Category
 
% of Total
 
(Dollars in thousands)
Investment securities
$
261,614

 
1.95
%
 
1.6

 
21.4
%
 
3.0
%
MBS - fixed
620,302

 
2.25

 
3.3

 
50.9

 
7.1

MBS - adjustable
337,967

 
2.84

 
3.0

 
27.7

 
3.9

Total securities
1,219,883

 
2.35

 
2.8

 
100.0
%
 
14.0

Loans receivable:
 
 
 
 
 
 
 
 
 
Fixed-rate one- to four-family:
 
 
 
 
 
 
 
 
 
<= 15 years
1,159,642

 
3.10

 
4.2

 
16.0
%
 
13.3

> 15 years
4,490,849

 
3.85

 
6.7

 
62.1

 
51.4

All other fixed-rate loans
285,700

 
4.21

 
4.4

 
4.0

 
3.3

Total fixed-rate loans
5,936,191

 
3.72

 
6.1

 
82.1

 
68.0

Adjustable-rate one- to four-family:
 
 
 
 
 
 
 
 
 
<= 36 months
246,404

 
1.88

 
3.6

 
3.4

 
2.8

> 36 months
859,122

 
3.19

 
2.8

 
11.9

 
9.8

All other adjustable-rate loans
184,452

 
5.17

 
6.0

 
2.6

 
2.1

Total adjustable-rate loans
1,289,978

 
3.22

 
3.4

 
17.9

 
14.7

Total loans receivable
7,226,169

 
3.63

 
5.6

 
100.0
%
 
82.7

FHLB stock
100,694

 
6.72

 
1.7

 
 
 
1.2

Cash and cash equivalents
182,078

 
1.95

 

 
 
 
2.1

Total interest-earning assets
$
8,728,824

 
3.45

 
5.1

 
 
 
100.0
%
 
 
 
 
 
 
 
 
 
 
Non-maturity deposits
$
2,478,799

 
0.32

 
12.6

 
46.6
%
 
32.6
%
Retail certificates of deposit
2,437,769

 
1.72

 
1.8

 
45.8

 
32.1

Public units
406,515

 
1.78

 
0.8

 
7.6

 
5.4

Total deposits
5,323,083

 
1.07

 
6.7

 
100.0
%
 
70.1

Term borrowings
2,175,000

 
2.10

 
2.7

 
95.6
%
 
28.6

FHLB line of credit
100,000

 
2.11

 

 
4.4

 
1.3

Total borrowings
2,275,000

 
2.10

 
2.5

 
100.0
%
 
29.9

Total interest-bearing liabilities
$
7,598,083

 
1.38

 
5.5

 
 
 
100.0
%

Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, the "Act") as of June 30, 2018. Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of June 30, 2018, such disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Act is accumulated and communicated to the Company's management (including the Chief Executive Officer and Chief Financial Officer) to allow timely decisions regarding required disclosure, and is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms.


78


Changes in Internal Control Over Financial Reporting
There have been no changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Act) that occurred during the Company's quarter ended June 30, 2018 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company and the Bank are involved as plaintiff or defendant in various legal actions arising in the normal course of business. In our opinion, after consultation with legal counsel, we believe it unlikely that such pending legal actions will have a material adverse effect on our financial condition, results of operations or liquidity.
Item 1A. Risk Factors
There have been no material changes to our risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017.

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

See "Liquidity and Capital Resources - Capital" in "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding OCC restrictions on dividends from the Bank to the Company.

The following table summarizes our share repurchase activity during the three months ended June 30, 2018 and additional information regarding our share repurchase program. In October 2015, the Company announced a stock repurchase plan for up to $70.0 million of common stock. It is anticipated that shares will be purchased from time to time in the open-market based upon market conditions and available liquidity. There is no expiration for this repurchase plan.
 
 
 
 
 
 
 
Approximate
 
Total
 
 
 
Total Number of
 
Dollar Value of
 
Number of
 
Average
 
Shares Purchased as
 
Shares that May
 
Shares
 
Price Paid
 
Part of Publicly
 
Yet Be Purchased
 
Purchased
 
per Share
 
Announced Plans
 
Under the Plan
April 1, 2018 through
 
 
 
 
 
 
 
April 30, 2018

 
$

 

 
$
70,000,000

May 1, 2018 through
 
 
 
 
 
 
 
  May 31, 2018

 

 

 
70,000,000

June 1, 2018 through
 
 
 
 
 
 
 
   June 30, 2018

 

 

 
70,000,000

Total

 

 

 
70,000,000


Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits
See Index to Exhibits.

79


INDEX TO EXHIBITS
Exhibit
Number
 
Document
 
Charter of Capitol Federal Financial, Inc., as filed on May 6, 2010, as Exhibit 3(i) to Capitol Federal Financial, Inc.'s Registration Statement on Form S-1 (File No. 333-166578) and incorporated herein by reference
 
Bylaws of Capitol Federal Financial, Inc., as amended, filed on September 30, 2016, as Exhibit 3.2 to Form 8-K for Capitol Federal Financial Inc. and incorporated herein by reference

 
Capitol Federal Financial, Inc.'s Employee Stock Ownership Plan, as amended, filed on May 10, 2011 as Exhibit 10.1(ii) to the March 31, 2011 Form 10-Q for Capitol Federal Financial, Inc., and incorporated herein by reference
 
Form of Change of Control Agreement with each of John B. Dicus, Kent G. Townsend, and Rick C. Jackson filed on January 20, 2011 as Exhibit 10.1 to the Registrant's Current Report on Form 8-K and incorporated herein by reference
 
Form of Change of Control Agreement with each of Natalie G. Haag and Carlton A. Ricketts filed on November 29, 2012 as Exhibit 10.1(iv) to the Registrant's Annual Report on Form 10-K and incorporated herein by reference
 
Form of Change of Control Agreement with Daniel L. Lehman filed on November 29, 2016 as Exhibit 10.1(v) to the Registrant's Annual Report on Form 10-K and incorporated herein by reference
 
Capitol Federal Financial's 2000 Stock Option and Incentive Plan (the "Stock Option Plan") filed on April 13, 2000 as Appendix A to Capitol Federal Financial's Revised Proxy Statement (File No. 000-25391) and incorporated herein by reference
 
Capitol Federal Financial Deferred Incentive Bonus Plan, as amended, filed on May 5, 2009 as Exhibit 10.4 to the March 31, 2009 Form 10-Q for Capitol Federal Financial and incorporated herein by reference
 
Form of Incentive Stock Option Agreement under the Stock Option Plan filed on February 4, 2005 as Exhibit 10.5 to the December 31, 2004 Form 10-Q for Capitol Federal Financial and incorporated herein by reference
 
Form of Non-Qualified Stock Option Agreement under the Stock Option Plan filed on February 4, 2005 as Exhibit 10.6 to the December 31, 2004 Form 10-Q for Capitol Federal Financial and incorporated herein by reference
 
Description of Director Fee Arrangements filed on August 1, 2014 as Exhibit 10.9 to the Registrant's June 30, 2014 Form 10-Q and incorporated herein by reference
 
Short-term Performance Plan filed on August 4, 2015 as Exhibit 10.10 to the Registrant's June 30, 2015 Form 10-Q and incorporated herein by reference
 
Capitol Federal Financial, Inc. 2012 Equity Incentive Plan (the "Equity Incentive Plan") filed on December 22, 2011 as Appendix A to Capitol Federal Financial, Inc.'s Proxy Statement (File No. 001-34814) and incorporated herein by reference
 
Form of Incentive Stock Option Agreement under the Equity Incentive Plan filed on February 6, 2012 as Exhibit 10.12 to the Registrant's December 31, 2011 Form 10-Q and incorporated herein by reference
 
Form of Non-Qualified Stock Option Agreement under the Equity Incentive Plan filed on February 6, 2012 as Exhibit 10.13 to the Registrant's December 31, 2011 Form 10-Q and incorporated herein by reference
 
Form of Stock Appreciation Right Agreement under the Equity Incentive Plan filed on February 6, 2012 as Exhibit 10.14 to the Registrant's December 31, 2011 Form 10-Q and incorporated herein by reference
 
Form of Restricted Stock Agreement under the Equity Incentive Plan filed on February 6, 2012 as Exhibit 10.15 to the Registrant's December 31, 2011 Form 10-Q and incorporated herein by reference
 
Calculations of Basic and Diluted EPS (See "Part I, Item 1. Financial Statements – Notes to Consolidated Financial Statements – Note 2 – Earnings Per Share")
 
Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 made by John B. Dicus, Chairman, President and Chief Executive Officer
 
Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 made by Kent G. Townsend, Executive Vice President, Chief Financial Officer and Treasurer
 
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 made by John B. Dicus, Chairman, President and Chief Executive Officer, and Kent G. Townsend, Executive Vice President, Chief Financial Officer and Treasurer

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The following information from the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018, filed with the Securities and Exchange Commission on August 9, 2018, has been formatted in eXtensible Business Reporting Language: (i) Consolidated Balance Sheets at June 30, 2018 and September 30, 2017, (ii) Consolidated Statements of Income for the three and nine months ended June 30, 2018 and 2017, (iii) Consolidated Statements of Comprehensive Income for the three and nine months ended June 30, 2018 and 2017, (iv) Consolidated Statement of Stockholders' Equity for the nine months ended June 30, 2018 and 2017, (v) Consolidated Statements of Cash Flows for the nine months ended June 30, 2018 and 2017, and (vi) Notes to the Unaudited Consolidated Financial Statements

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SIGNATURES

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

CAPITOL FEDERAL FINANCIAL, INC.
 
 
 
 
 
 
 
 
 
 
 
 
 
Date: August 9, 2018
By:
/s/ John B. Dicus
 
 
 
John B. Dicus, Chairman, President and Chief Executive Officer
 
 
 
 
 
Date: August 9, 2018
By:
/s/ Kent G. Townsend
 
 
 
Kent G. Townsend, Executive Vice President,
 
 
 
Chief Financial Officer and Treasurer
 


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