Form 8-K BofI Holding, Inc. For: Aug 02
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 2, 2016

BofI HOLDING, INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-51201 | 33-0867444 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
4350 La Jolla Village Drive, Suite 140, San Diego, CA | 92122 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (858) 350-6200
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 2.02 Results of Operations and Financial Condition
On August 2, 2016, BofI Holding, Inc. (the “Registrant”), parent of BofI Federal Bank, issued a press release announcing its unaudited earnings for the fourth quarter and fiscal year ended June 30, 2016. A copy of the press release and unaudited financial schedules are set forth as Exhibit 99.1 and 99.2 respectively, and are incorporated by reference in this Item 2.02.
Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 2.02 of Form 8-K, including Exhibit 99.1 and 99.2 are being furnished pursuant to Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor are they incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit | Description | |
99.1 | Press Release of BofI Holding, Inc. dated August 2, 2016 | |
99.2 | Financial Schedules | |
SIGNATURE
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 hereunto duly authorized.
BofI Holding, Inc. | ||||
Date: | August 2, 2016 | By: | /s/ Andrew J. Micheletti | |
Andrew J. Micheletti | ||||
EVP and Chief Financial Officer | ||||

BofI Holding, Inc. Announces Fourth Quarter Net Income of $29.7 million, Up 21.9%
FY 2016 Net Income Increases 44.3% to $119.3 million
SAN DIEGO, CA – (BUSINESS WIRE) – August 2, 2016 – BofI Holding, Inc. (NASDAQ: BOFI) (“BofI”), parent company of BofI Federal Bank (the “Bank”), today announced financial results for the fourth fiscal quarter ended June 30, 2016. Net income was $29.7 million, an increase of 21.9% over net income of $24.4 million for the quarter ended June 30, 2015. Earnings attributable to BofI’s common stockholders were $29.7 million or $0.46 per diluted share for the fourth quarter of fiscal 2016, an increase of 21.9% from $24.3 million or $0.39 per diluted share for the fourth quarter ended June 30, 2015.
Adjusted earnings, a non-GAAP measure, which excludes the after-tax impact of gains and losses associated with our securities portfolio, increased 26.5% to $29.7 million for the quarter ended June 30, 2016 compared to $23.5 million for the quarter ended June 30, 2015.
Fourth Quarter Fiscal 2016 Financial Summary:
Three Months Ended June 30, | |||||||||
(Dollars in thousands, except per share data) | 2016 | 2015 | % Change | ||||||
Net interest income | $ | 69,155 | $ | 55,294 | 25.1% | ||||
Non-interest income | $ | 17,015 | $ | 10,278 | 65.5% | ||||
Net income | $ | 29,727 | $ | 24,395 | 21.9% | ||||
Adjusted earnings1 | $ | 29,677 | $ | 23,467 | 26.5% | ||||
Net income attributable to common stockholders | $ | 29,650 | $ | 24,318 | 21.9% | ||||
Diluted EPS2 | $ | 0.46 | $ | 0.39 | 17.9% | ||||
1 See “Use of Non-GAAP Financial Measures”
2 Per share amounts have been retroactively restated for all prior periods presented to reflect the four-for-one forward split of the Company’s common stock affected in the form of a stock dividend that was distributed on November 17, 2015
For the fiscal year ended June 30, 2016, net income was a record $119.3 million, an increase of 44.3% over net income of $82.7 million for the twelve months ended June 30, 2015. Earnings attributable to BofI’s common stockholders were $119.0 million or $1.85 per diluted share for the twelve months ended June 30, 2016, an increase of 44.4% from $82.4 million or $1.34 per diluted share for the twelve months ended June 30, 2015. Record earnings for the fiscal year ended June 30, 2016 were primarily the result of growth in both the Bank’s loan and lease portfolio and its fee income businesses.
“We finished fiscal 2016 with positive momentum,” stated Greg Garrabrants, President and Chief Executive Officer of BofI. “Loan growth was solid across several of our lending groups, including jumbo single family, multifamily, commercial real estate and C&I lender finance. Strong fee income growth was a key driver in us achieving 1.75% ROA and 19.43% ROE for the full year.” Mr. Garrabrants continued, “Our disciplined credit underwriting and low loan-to-value strategy has resulted in impeccable credit quality, as reflected in our 2 basis points of annualized net charge-offs during the fourth quarter. Our strong capital position and diverse set of businesses across consumer and commercial platforms enable us to invest in our systems, partnerships and personnel to ensure we remain a leader in the next generation of digital banking.”
Other Highlights:
• | Total assets reached $7,601.4 million, up $1,777.6 million or 30.5% compared to June 30, 2015 |
• | Loan and lease portfolio grew by $1,426.1 million or 28.9% compared to June 30, 2015 |
• | Loan and lease originations for investment for the three months ended June 30, 2016 were $960.3 million, up 12.0%, or 48.0% annualized, compared to the quarter ended March 31, 2016 |
• | Deposits grew by $1,592.1 million or 35.8% compared to June 30, 2015 |
• | Asset quality remains strong with total non-performing assets of 0.42% of total assets and non-performing loans and leases equal to 0.50% of total loans at June 30, 2016 |
• | Net interest margin was 3.72%; excluding average balances associated with short-term H&R Block products the net interest margin was 3.87% |
• | Tangible book value increased to $10.67 per share, up $2.19 per share compared to June 30, 2015 |
Fourth Quarter Fiscal 2016 Income Statement Summary
During the quarter ended June 30, 2016, BofI earned $29.7 million or $0.46 per diluted share compared to $24.4 million, or $0.39 per diluted share for the quarter ended June 30, 2015. Net interest income increased $13.9 million or 25.1% for the quarter ended June 30, 2016 compared to June 30, 2015, due to the $1,855.5 million growth in average-earning assets.
The loan and lease loss provision was $1.9 million for the quarter ended June 30, 2016 compared to $2.9 million for the quarter ended June 30, 2015. The decrease was primarily due to a change in the loan and lease mix during the quarter ended June 30, 2016.
For the fourth quarter ended June 30, 2016, non-interest income was $17.0 million compared to $10.3 million for the three months ended June 30, 2015. The increase year over year was the result of an increase in banking service fees and other income of $6.4 million, primarily due to H&R Block-branded products and service fee income and an increase in gain on sale - other of $3.8 million, primarily from sales of structured settlements and lottery receivables.
Non-interest expense or operating costs increased $12.2 million to $33.0 million for the quarter ended June 30, 2016 from $20.8 million for the three months ended June 30, 2015. The increase was mainly a result of an increase in compensation expense of $6.8 million related to staffing added since June 30, 2015, an increase in data processing and internet expense of $1.2 million and an increase of $0.9 million in other general and administrative costs. The increases in staffing, data processing and internet expense, and other general and administrative expenses were incurred to support the growth of the Bank’s operations.
“Our average interest-earning loans grew $471.0 million during the three months ended June 30, 2016 compared to our last quarter ended March 31, 2016,” said Andy Micheletti, Executive Vice President and Chief Financial Officer of BofI. “This quarter, excluding the impact from excess liquidity investments related to H&R Block products, our net interest margin was 3.87%, in line with our targeted range of 3.8% to 4.0%. We continued to make investments across a variety of strategic growth initiatives, including C&I lending, consumer lending, specialty deposits and our universal digital banking infrastructure. Despite more volatility in our quarterly efficiency ratio as a result of volatility in tax product revenues, we remain confident we can maintain a best-in-class efficiency ratio.”
Full Year Fiscal 2016 Highlights
• | Net income reached a record $119.3 million, an increase of 44.3% compared to the fiscal year ended June 30, 2015 |
• | Loan and lease originations and purchases for the fiscal year ended June 30, 2016 were $5,137.4 million up $814.1 million or 18.8% compared to the year ended June 30, 2015 |
• | Return on average common stockholders’ equity was 19.43%, up from 18.34% for fiscal year 2015 |
• | Net annualized charge-offs to average loans was a recovery of 1 basis point compared to 3 basis points of net charge-offs for fiscal year 2015 |
• | Completed a $51 million public offering of 6.25% Subordinated Notes on March 24, 2016 |
• | BofI was named the top performing large thrift in the U.S. for a fourth consecutive year by SNL Financial/S&P Global Market Intelligence |
Balance Sheet Summary
BofI’s total assets increased $1,777.6 million, or 30.5%, to $7,601.4 million, as of June 30, 2016, up from $5,823.7 million at June 30, 2015. The loan and lease portfolio increased $1,426.1 million on a net basis, primarily from portfolio loan and lease originations and purchases of $3,774.4 million less principal repayments and other adjustments of $2,348.3 million. Loans held for sale decreased $48.9 million. Investment securities increased $75.5 million primarily due to purchases. Total liabilities increased by $1,627.6 million, or 30.8%, to $6,917.8 million at June 30, 2016, up from $5,290.2 million at June 30, 2015. The increase in total liabilities resulted primarily from growth in deposits of $1,592.1 million. Stockholders’ equity increased by $150.1 million, or 28.1%, to $683.6 million at June 30, 2016 from $533.5 million at June 30, 2015. The increase was primarily the result of $119.3 million in net income and sales of common stock of $21.1 million, net of commissions and fees.
The Bank’s Tier 1 core capital to adjusted average assets ratio was 8.78% at June 30, 2016.
Conference Call
A conference call and webcast will be held on Tuesday, August 2, 2016 at 4:30 PM Eastern / 1:30 PM Pacific. Analysts and investors may dial in and participate in the question/answer session. To access the call, please dial: 877-407-8293. The conference call will be webcast live and may be accessed at BofI’s website, http://www.bofiholding.com. For those unable to listen to the live broadcast, a replay will be available until Thursday, September 1, 2016, at Bofi's website and telephonically by dialing toll-free number 877-660-6853, passcode 13640821.
About BofI Holding, Inc. and BofI Federal Bank
BofI Holding, Inc. (“BOFI”) is the holding company for BofI Federal Bank, a nationwide bank that provides financing for single and multifamily residential properties, small-to-medium size businesses in target sectors, and selected specialty finance receivables. With approximately $7.6 billion in assets, BofI Federal Bank provides consumer and business banking products through its low-cost distribution channels and affinity partners. BofI Holding, Inc.’s common stock is listed on the NASDAQ Global Select Market under the symbol “BOFI” and is a component of the Russell 2000® Index, the S&P SmallCap 600® Index, and the KBW Nasdaq Financial Technology Index. For more information on BofI Federal Bank, please visit bofifederalbank.com.
Use of Non-GAAP Financial Measures
In addition to the results presented in accordance with GAAP, this report includes non-GAAP financial measures such as adjusted earnings. Adjusted earnings, previously labeled as “core earnings,” exclude realized and unrealized gains and losses associated with our securities portfolios. Excluding these gains and losses provides investors with an understanding of BofI’s core lending and mortgage banking business. Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied and are not audited. Readers should be aware of these limitations and should be cautious as to their use of such measures. Although BofI believes the non-GAAP financial measures disclosed in this report enhance investors’ understanding of its business and performance, these non-GAAP measures should not be considered in isolation, or as a substitute for GAAP basis financial measures. Below is a reconciliation of GAAP net income to adjusted earnings:
Three Months Ended | Fiscal Year Ended | ||||||||||||||
June 30, | June 30, | ||||||||||||||
(Dollars in thousands) | 2016 | 2015 | 2016 | 2015 | |||||||||||
Net income | $ | 29,727 | $ | 24,395 | $ | 119,291 | $ | 82,682 | |||||||
Realized securities losses (gains) | (508 | ) | — | (1,427 | ) | (587 | ) | ||||||||
FHLB one-time dividend | — | (1,662 | ) | — | (1,662 | ) | |||||||||
Unrealized securities losses (gains) | 421 | 67 | 813 | 2,599 | |||||||||||
Tax (provision) benefit | 37 | 667 | 257 | (145 | ) | ||||||||||
Adjusted earnings | $ | 29,677 | $ | 23,467 | $ | 118,934 | $ | 82,887 | |||||||
Forward-Looking Safe Harbor Statement
This press release contains forward-looking statements that involve risks and uncertainties, including without limitation statements relating to BofI’s financial prospects and other projections of its performance and asset quality, BofI’s ability to grow and increase its business, diversify its lending, the outcome and effects of pending class action litigation recently filed against the Company, and the anticipated timing and financial performance of new initiatives. These forward-looking statements are made on the basis of the views and assumptions of management regarding future events and performance as of the date of this press release. Actual results and the timing of events could differ materially from those expressed or implied in such forward-looking statements as a result of risks and uncertainties, including without limitation changes in interest rates, inflation, government regulation, general economic conditions, conditions in the real estate markets in which we operate and other factors beyond our control. These and other risks and uncertainties detailed in BofI’s periodic reports filed with the Securities and Exchange Commission could cause actual results to differ materially from those expressed or implied in any forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement, and BofI undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this press release.
Investor Relations Contact:
Johnny Lai, CFA
VP, Corporate Development & Investor Relations
858-649-2218
The following tables set forth certain selected financial data concerning the periods indicated:
BOFI HOLDING, INC. AND SUBSIDIARY
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(Unaudited – dollars in thousands)
(Dollars in thousands) | June 30, 2016 | June 30, 2015 | June 30, 2014 | ||||||||
Selected Balance Sheet Data: | |||||||||||
Total assets | $ | 7,601,354 | $ | 5,823,719 | $ | 4,402,999 | |||||
Loans and leases—net of allowance for loan and lease losses | 6,354,679 | 4,928,618 | 3,532,841 | ||||||||
Loans held for sale, at fair value | 20,871 | 25,430 | 20,575 | ||||||||
Loans held for sale, lower of cost or fair value | 33,530 | 77,891 | 114,796 | ||||||||
Allowance for loan and lease losses | 35,826 | 28,327 | 18,373 | ||||||||
Securities—trading | 7,584 | 7,832 | 8,066 | ||||||||
Securities—available-for-sale | 265,447 | 163,361 | 214,778 | ||||||||
Securities—held-to-maturity | 199,174 | 225,555 | 247,729 | ||||||||
Total deposits | 6,044,051 | 4,451,917 | 3,041,536 | ||||||||
Securities sold under agreements to repurchase | 35,000 | 35,000 | 45,000 | ||||||||
Advances from the FHLB | 727,000 | 753,000 | 910,000 | ||||||||
Subordinated notes and debentures and other | 58,066 | 5,155 | 5,155 | ||||||||
Total stockholders’ equity | 683,590 | 533,526 | 370,778 | ||||||||
Capital Ratios: | |||||||||||
Equity to assets at end of period | 8.99 | % | 9.16 | % | 8.42 | % | |||||
BofI Holding, Inc: | |||||||||||
Tier 1 leverage (core) capital to adjusted average assets | 9.12 | % | 9.59 | % | * | ||||||
Common equity tier 1 capital (to risk-weighted assets) | 14.42 | % | 14.98 | % | * | ||||||
Tier 1 capital (to risk-weighted assets) | 14.53 | % | 15.12 | % | * | ||||||
Total capital (to risk-weighted assets) | 16.36 | % | 15.91 | % | * | ||||||
BofI Federal Bank: | |||||||||||
Tier 1 leverage (core) capital to adjusted average assets | 8.78 | % | 9.25 | % | * | ||||||
Tier 1 leverage (core) capital to adjusted tangible assets1 | n/a | n/a | 8.66 | % | |||||||
Common equity tier 1 capital (to risk-weighted assets) | 14.00 | % | 14.58 | % | * | ||||||
Tier 1 capital (to risk-weighted assets) | 14.00 | % | 14.58 | % | 14.42 | % | |||||
Total capital (to risk-weighted assets) | 14.75 | % | 15.38 | % | 15.11 | % | |||||
* Selected regulatory capital ratios were not applicable prior to January 1, 2015.
1. Reflects regulatory capital ratios of BofI Federal Bank. Effective January 1, 2015, the Bank's capital requirements changed the tier 1 leverage ratio from using end of period adjusted tangible assets to using adjusted average assets for the quarter and added a common equity tier 1 capital ratio.
BOFI HOLDING, INC. AND SUBSIDIARY
SELECTED CONSOLIDATED FINANCIAL INFORMATION
(Unaudited – dollars in thousands, except per share data)
At or for the Three Months Ended | At or for the Fiscal year ending | ||||||||||||||
June 30, | June 30, | ||||||||||||||
(Dollars in thousands, except per share data) | 2016 | 2015 | 2016 | 2015 | |||||||||||
Selected Income Statement Data: | |||||||||||||||
Interest and dividend income | $ | 86,261 | $ | 67,567 | $ | 317,707 | $ | 244,364 | |||||||
Interest expense | 17,106 | 12,273 | 56,696 | 45,419 | |||||||||||
Net interest income | 69,155 | 55,294 | 261,011 | 198,945 | |||||||||||
Provision for loan losses | 1,900 | 2,900 | 9,700 | 11,200 | |||||||||||
Net interest income after provision for loan losses | 67,255 | 52,394 | 251,311 | 187,745 | |||||||||||
Non-interest income | 17,015 | 10,278 | 66,340 | 30,590 | |||||||||||
Non-interest expense | 32,985 | 20,752 | 112,756 | 77,478 | |||||||||||
Income before income tax expense | 51,285 | 41,920 | 204,895 | 140,857 | |||||||||||
Income tax expense | 21,558 | 17,525 | 85,604 | 58,175 | |||||||||||
Net income | $ | 29,727 | $ | 24,395 | $ | 119,291 | $ | 82,682 | |||||||
Net income attributable to common stock | $ | 29,650 | $ | 24,318 | $ | 118,982 | $ | 82,373 | |||||||
Per Share Data: | |||||||||||||||
Net income: | |||||||||||||||
Basic1 | $ | 0.46 | $ | 0.39 | $ | 1.85 | $ | 1.35 | |||||||
Diluted1 | $ | 0.46 | $ | 0.39 | $ | 1.85 | $ | 1.34 | |||||||
Book value per common share1 | $ | 10.73 | $ | 8.51 | $ | 10.73 | $ | 8.51 | |||||||
Tangible book value per common share1 | $ | 10.67 | $ | 8.48 | $ | 10.67 | $ | 8.48 | |||||||
Weighted average number of shares outstanding: | |||||||||||||||
Basic1 | 64,474,329 | 62,830,818 | 64,265,207 | 61,177,908 | |||||||||||
Diluted1 | 64,474,864 | 63,027,386 | 64,271,052 | 61,404,364 | |||||||||||
Common shares outstanding at end of period1 | 63,219,392 | 62,075,004 | 63,219,392 | 62,075,004 | |||||||||||
Common shares issued at end of period1 | 64,513,494 | 63,145,364 | 64,513,494 | 63,145,364 | |||||||||||
Performance Ratios and Other Data: | |||||||||||||||
Loan and lease originations for investment | $ | 960,334 | $ | 851,889 | $ | 3,633,911 | $ | 3,271,911 | |||||||
Loan originations for sale | $ | 207,696 | $ | 327,202 | $ | 1,363,025 | $ | 1,048,982 | |||||||
Loan and lease purchases | $ | — | $ | 2,306 | $ | 140,493 | $ | 2,452 | |||||||
Return on average assets | 1.57 | % | 1.73 | % | 1.75 | % | 1.61 | % | |||||||
Return on average common stockholders’ equity | 17.91 | % | 18.86 | % | 19.43 | % | 18.34 | % | |||||||
Interest rate spread2 | 3.52 | % | 3.82 | % | 3.70 | % | 3.79 | % | |||||||
Net interest margin3 | 3.72 | % | 3.97 | % | 3.91 | % | 3.92 | % | |||||||
Efficiency ratio | 38.28 | % | 31.65 | % | 34.44 | % | 33.75 | % | |||||||
Asset Quality Ratios: | |||||||||||||||
Net annualized charge-offs to average loans and leases | 0.02 | % | — | % | (0.01 | )% | 0.03 | % | |||||||
Non-performing loans and leases to total loans and leases | 0.50 | % | 0.62 | % | 0.50 | % | 0.62 | % | |||||||
Non-performing assets to total assets | 0.42 | % | 0.55 | % | 0.42 | % | 0.55 | % | |||||||
Allowance for loan and lease losses to total loans and leases at end of period | 0.56 | % | 0.57 | % | 0.56 | % | 0.57 | % | |||||||
Allowance for loan and lease losses to non-performing loans and leases | 112.45 | % | 91.88 | % | 112.45 | % | 91.88 | % | |||||||
_________________________
1. | Share and per share amounts have been retroactively restated for all prior periods presented to reflect the four-for-one forward split of the Company’s common stock effected in the form of a stock dividend that was distributed on November 17, 2015 |
2. | Interest rate spread represents the difference between the annualized weighted average yield on interest-earning assets and the annualized weighted average rate paid on interest-bearing liabilities |
3. | Net interest margin represents annualized net interest income as a percentage of average interest-earning assets |
BOFI HOLDING, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (Unaudited) | |||||||
At June 30, | |||||||
(Dollars in thousands, except par and stated value) | 2016 | 2015 | |||||
ASSETS | |||||||
Cash and due from banks | $ | 486,627 | $ | 222,774 | |||
Federal funds sold | 100 | 100 | |||||
Total cash and cash equivalents | 486,727 | 222,874 | |||||
Securities: | |||||||
Trading | 7,584 | 7,832 | |||||
Available for sale | 265,447 | 163,361 | |||||
Held to maturity—fair value of $202,677 at June 2016 and $228,323 at June 2015 | 199,174 | 225,555 | |||||
Stock of the Federal Home Loan Bank, at cost | 57,123 | 66,270 | |||||
Loans held for sale, carried at fair value | 20,871 | 25,430 | |||||
Loans held for sale, carried at lower of cost or fair value | 33,530 | 77,891 | |||||
Loans and leases—net of allowance for loan and lease losses of $35,826 as of June 2016 and $28,327 as of June 2015 | 6,354,679 | 4,928,618 | |||||
Accrued interest receivable | 26,201 | 20,268 | |||||
Furniture, equipment and software—net | 13,995 | 8,551 | |||||
Deferred income tax | 39,171 | 32,955 | |||||
Cash surrender value of life insurance | 5,990 | 5,806 | |||||
Mortgage servicing rights, carried at fair value | 3,943 | 2,098 | |||||
Other real estate owned and repossessed vehicles | 252 | 1,240 | |||||
Other assets | 86,667 | 34,970 | |||||
TOTAL ASSETS | $ | 7,601,354 | $ | 5,823,719 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Deposits: | |||||||
Non-interest bearing | $ | 588,774 | $ | 309,339 | |||
Interest bearing | 5,455,277 | 4,142,578 | |||||
Total deposits | 6,044,051 | 4,451,917 | |||||
Securities sold under agreements to repurchase | 35,000 | 35,000 | |||||
Advances from the Federal Home Loan Bank | 727,000 | 753,000 | |||||
Subordinated notes and debentures and other | 58,066 | 5,155 | |||||
Accrued interest payable | 1,667 | 1,266 | |||||
Accounts payable and accrued liabilities and other liabilities | 51,980 | 43,855 | |||||
Total liabilities | 6,917,764 | 5,290,193 | |||||
STOCKHOLDERS’ EQUITY:1 | |||||||
Preferred stock—$0.01 par value; 1,000,000 shares authorized; | |||||||
Series A— $10,000 stated value and liquidation preference per share; 515 shares issued and outstanding as of June 2016 and June 2015 | 5,063 | 5,063 | |||||
Common stock—$0.01 par value; 150,000,000 shares authorized, 64,513,494 shares issued and 63,219,392 shares outstanding as of June 2016, 63,145,364 shares issued and 62,075,004 shares outstanding as of June 2015 | 645 | 631 | |||||
Additional paid-in capital | 331,156 | 296,042 | |||||
Accumulated other comprehensive income (loss) — net of tax | (7,304 | ) | (9,399 | ) | |||
Retained earnings | 384,815 | 265,833 | |||||
Treasury stock, at cost; 1,294,102 shares as of June 2016 and 1,070,360 shares as of June 2015 | (30,785 | ) | (24,644 | ) | |||
Total stockholders’ equity | 683,590 | 533,526 | |||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 7,601,354 | $ | 5,823,719 | |||
1- Common stock amounts have been retroactively restated for all prior periods presented to reflect the four-for-one forward split of the Company’s common stock effected in the form of a stock dividend that was distributed on November 17, 2015.
S-1
BOFI HOLDING, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
For the Quarters Ended June 30, | |||||||
(Dollars in thousands, except earnings per share) | 2016 | 2015 | |||||
INTEREST AND DIVIDEND INCOME: | |||||||
Loans and leases, including fees | $ | 78,752 | $ | 60,670 | |||
Investments | 7,509 | 6,897 | |||||
Total interest and dividend income | 86,261 | 67,567 | |||||
INTEREST EXPENSE: | |||||||
Deposits | 12,923 | 9,593 | |||||
Advances from the Federal Home Loan Bank | 2,878 | 2,255 | |||||
Other borrowings | 1,305 | 425 | |||||
Total interest expense | 17,106 | 12,273 | |||||
Net interest income | 69,155 | 55,294 | |||||
Provision for loan and lease losses | 1,900 | 2,900 | |||||
Net interest income, after provision for loan and lease losses | 67,255 | 52,394 | |||||
NON-INTEREST INCOME: | |||||||
Realized gain (loss) on sale of mortgage-backed securities | 508 | — | |||||
Other-than-temporary loss on securities: | |||||||
Total impairment (losses) | (687 | ) | (973 | ) | |||
Loss (gain) recognized in other comprehensive income (loss) | 271 | 812 | |||||
Net impairment loss recognized in earnings | (416 | ) | (161 | ) | |||
Fair value gain (loss) on trading securities | (5 | ) | 94 | ||||
Total unrealized loss on securities | (421 | ) | (67 | ) | |||
Prepayment penalty fee income | 737 | 2,311 | |||||
Gain on sale - other | 5,192 | 1,368 | |||||
Mortgage banking income | 2,830 | 4,934 | |||||
Banking service fees and other income | 8,169 | 1,732 | |||||
Total non-interest income | 17,015 | 10,278 | |||||
NON-INTEREST EXPENSE: | |||||||
Salaries and related costs | 18,905 | 12,109 | |||||
Professional services | 2,034 | 798 | |||||
Occupancy and equipment | 1,310 | 803 | |||||
Data processing and internet | 2,944 | 1,718 | |||||
Advertising and promotional | 2,236 | 1,843 | |||||
Depreciation and amortization | 1,479 | 922 | |||||
Real estate owned and repossessed vehicles | (1 | ) | (272 | ) | |||
FDIC and regulatory fees | 1,243 | 926 | |||||
Other general and administrative | 2,835 | 1,905 | |||||
Total non-interest expense | 32,985 | 20,752 | |||||
INCOME BEFORE INCOME TAXES | 51,285 | 41,920 | |||||
INCOME TAXES | 21,558 | 17,525 | |||||
NET INCOME | $ | 29,727 | $ | 24,395 | |||
NET INCOME ATTRIBUTABLE TO COMMON STOCK | $ | 29,650 | $ | 24,318 | |||
COMPREHENSIVE INCOME | $ | 25,314 | $ | 23,293 | |||
Basic earnings per share1 | $ | 0.46 | $ | 0.39 | |||
Diluted earnings per share1 | $ | 0.46 | $ | 0.39 | |||
1- Common stock amounts have been retroactively restated for all prior periods presented to reflect the four-for-one forward split of the Company’s common stock effected in the form of a stock dividend that was distributed on November 17, 2015.
S-2
BOFI HOLDING, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (Unaudited) | |||||||||||
Year Ended June 30, | |||||||||||
(Dollars in thousands, except earnings per share) | 2016 | 2015 | 2014 | ||||||||
INTEREST AND DIVIDEND INCOME: | |||||||||||
Loans and leases, including fees | $ | 291,058 | $ | 220,486 | $ | 147,664 | |||||
Investments | 26,649 | 23,878 | 25,214 | ||||||||
Total interest and dividend income | 317,707 | 244,364 | 172,878 | ||||||||
INTEREST EXPENSE: | |||||||||||
Deposits | 42,667 | 34,733 | 24,817 | ||||||||
Advances from the Federal Home Loan Bank | 11,175 | 8,910 | 6,981 | ||||||||
Other borrowings | 2,854 | 1,776 | 3,983 | ||||||||
Total interest expense | 56,696 | 45,419 | 35,781 | ||||||||
Net interest income | 261,011 | 198,945 | 137,097 | ||||||||
Provision for loan and lease losses | 9,700 | 11,200 | 5,350 | ||||||||
Net interest income, after provision for loan and lease losses | 251,311 | 187,745 | 131,747 | ||||||||
NON-INTEREST INCOME: | |||||||||||
Realized gain (loss) on sale of mortgage-backed securities | 1,427 | 587 | 208 | ||||||||
Other-than-temporary loss on securities: | |||||||||||
Total impairment (losses) | (3,472 | ) | (6,805 | ) | (2,359 | ) | |||||
Loss (gain) recognized in other comprehensive income (loss) | 2,907 | 4,440 | (443 | ) | |||||||
Net impairment loss recognized in earnings | (565 | ) | (2,365 | ) | (2,802 | ) | |||||
Fair value gain (loss) on trading securities | (248 | ) | (234 | ) | 954 | ||||||
Total unrealized loss on securities | (813 | ) | (2,599 | ) | (1,848 | ) | |||||
Prepayment penalty fee income | 2,914 | 4,695 | 2,687 | ||||||||
Gain on sale - other | 15,540 | 5,793 | 6,658 | ||||||||
Mortgage banking income | 11,076 | 15,264 | 10,170 | ||||||||
Banking service fees and other income | 36,196 | 6,850 | 4,580 | ||||||||
Total non-interest income | 66,340 | 30,590 | 22,455 | ||||||||
NON-INTEREST EXPENSE: | |||||||||||
Salaries and related costs | 66,667 | 43,819 | 32,240 | ||||||||
Professional services | 4,700 | 4,122 | 5,421 | ||||||||
Occupancy and equipment | 4,326 | 3,091 | 2,324 | ||||||||
Data processing and internet | 10,348 | 6,632 | 5,373 | ||||||||
Advertising and promotional | 6,867 | 6,060 | 3,724 | ||||||||
Depreciation and amortization | 4,795 | 3,273 | 2,874 | ||||||||
Real estate owned and repossessed vehicles | (46 | ) | (120 | ) | (149 | ) | |||||
FDIC and regulatory fees | 4,632 | 3,434 | 2,343 | ||||||||
Other general and administrative | 10,467 | 7,167 | 5,783 | ||||||||
Total non-interest expense | 112,756 | 77,478 | 59,933 | ||||||||
INCOME BEFORE INCOME TAXES | 204,895 | 140,857 | 94,269 | ||||||||
INCOME TAXES | 85,604 | 58,175 | 38,313 | ||||||||
NET INCOME | $ | 119,291 | $ | 82,682 | $ | 55,956 | |||||
NET INCOME ATTRIBUTABLE TO COMMON STOCK | $ | 118,982 | $ | 82,373 | $ | 55,647 | |||||
COMPREHENSIVE INCOME | $ | 121,386 | $ | 83,649 | $ | 56,390 | |||||
Basic earnings per share1 | $ | 1.85 | $ | 1.35 | $ | 0.97 | |||||
Diluted earnings per share1 | $ | 1.85 | $ | 1.34 | $ | 0.96 | |||||
1- Common stock amounts have been retroactively restated for all prior periods presented to reflect the four-for-one forward split of the Company’s common stock effected in the form of a stock dividend that was distributed on November 17, 2015.
S-3
BOFI HOLDING, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Year Ended June 30, | |||||||||||
(Dollars in thousands) | 2016 | 2015 | 2014 | ||||||||
NET INCOME | $ | 119,291 | $ | 82,682 | $ | 55,956 | |||||
Net unrealized gain (loss) from available-for-sale securities, net of tax expense (benefit) of $(68), $132 and $36 for the years ended June 30, 2016, 2015 and 2014, respectively. | (94 | ) | 180 | 54 | |||||||
Other-than-temporary impairment on securities recognized in other comprehensive income, net of tax expense (benefit) of $2,177, $832 and $253 for the years ended June 30, 2016, 2015 and 2014, respectively. | 3,018 | 1,139 | 380 | ||||||||
Reclassification of net (gain) loss from available-for-sale securities included in income, net of tax expense (benefit) of $598, $235 and $0 for the years ended June 30, 2016, 2015 and 2014, respectively. | (829 | ) | (352 | ) | — | ||||||
Other comprehensive income (loss) | $ | 2,095 | $ | 967 | $ | 434 | |||||
Comprehensive income | $ | 121,386 | $ | 83,649 | $ | 56,390 | |||||
S-4
BOFI HOLDING, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) | |||||||||||||||||||||||||||||||||||||||
Preferred Stock | Common Stock | Additional Paid-in Capital1 | Retained Earnings | Accumulated Other Comprehensive Income (Loss), Net of Income Tax | Treasury Stock | Total | |||||||||||||||||||||||||||||||||
Number of Shares | |||||||||||||||||||||||||||||||||||||||
(Dollars in thousands) | Shares | Amount | Issued1 | Treasury | Outstanding1 | Amount1 | |||||||||||||||||||||||||||||||||
Balance as of June 30, 2013 | 515 | $ | 5,063 | 55,838,204 | (904,904 | ) | 54,933,300 | $ | 558 | $ | 155,885 | $ | 127,813 | $ | (10,800 | ) | $ | (10,257 | ) | $ | 268,262 | ||||||||||||||||||
Net income | — | — | — | — | — | — | — | 55,956 | — | — | 55,956 | ||||||||||||||||||||||||||||
Other comprehensive income (loss) | — | — | — | — | — | — | — | — | 434 | — | 434 | ||||||||||||||||||||||||||||
Cash dividends on preferred stock | — | — | — | — | — | — | — | (309 | ) | — | — | (309 | ) | ||||||||||||||||||||||||||
Issuance of common stock | — | — | 2,241,204 | — | 2,241,204 | 22 | 41,561 | — | — | — | 41,583 | ||||||||||||||||||||||||||||
Stock-based compensation expense | — | — | — | — | — | — | 4,358 | — | — | — | 4,358 | ||||||||||||||||||||||||||||
Restricted stock unit vesting and tax benefits | — | — | 477,986 | (67,018 | ) | 410,968 | 5 | 3,466 | — | — | (4,855 | ) | (1,384 | ) | |||||||||||||||||||||||||
Stock option exercises and tax benefits | — | — | 222,128 | — | 222,128 | 2 | 1,876 | — | — | — | 1,878 | ||||||||||||||||||||||||||||
Balance as of June 30, 2014 | 515 | $ | 5,063 | 58,779,522 | (971,922 | ) | 57,807,600 | $ | 587 | $ | 207,146 | $ | 183,460 | $ | (10,366 | ) | $ | (15,112 | ) | $ | 370,778 | ||||||||||||||||||
Net income | — | — | — | — | — | — | — | 82,682 | — | — | 82,682 | ||||||||||||||||||||||||||||
Other comprehensive income (loss) | — | — | — | — | — | — | — | — | 967 | — | 967 | ||||||||||||||||||||||||||||
Cash dividends on preferred stock | — | — | — | — | — | — | — | (309 | ) | — | — | (309 | ) | ||||||||||||||||||||||||||
Issuance of common stock | — | — | 3,796,356 | — | 3,796,356 | 38 | 75,947 | — | — | — | 75,985 | ||||||||||||||||||||||||||||
Stock-based compensation expense | — | — | — | — | — | — | 6,648 | — | — | — | 6,648 | ||||||||||||||||||||||||||||
Restricted stock unit vesting and tax benefits | — | — | 350,947 | (56,151 | ) | 294,796 | 4 | 2,426 | — | — | (5,310 | ) | (2,880 | ) | |||||||||||||||||||||||||
Stock option exercises and tax benefits | — | — | 218,539 | (42,287 | ) | 176,252 | 2 | 3,875 | — | — | (4,222 | ) | (345 | ) | |||||||||||||||||||||||||
Balance as of June 30, 2015 | 515 | $ | 5,063 | 63,145,364 | (1,070,360 | ) | 62,075,004 | $ | 631 | $ | 296,042 | $ | 265,833 | $ | (9,399 | ) | $ | (24,644 | ) | $ | 533,526 | ||||||||||||||||||
Net income | — | — | — | — | — | — | — | 119,291 | — | — | 119,291 | ||||||||||||||||||||||||||||
Other comprehensive income (loss) | — | — | — | — | — | — | — | — | 2,095 | — | 2,095 | ||||||||||||||||||||||||||||
Cash dividends on preferred stock | — | — | — | — | — | — | — | (309 | ) | — | — | (309 | ) | ||||||||||||||||||||||||||
Issuance of common stock | — | — | 723,808 | — | 723,808 | 7 | 21,113 | — | — | — | 21,120 | ||||||||||||||||||||||||||||
Stock-based compensation expense | — | — | 25,394 | — | 25,394 | 1 | 11,325 | — | — | — | 11,326 | ||||||||||||||||||||||||||||
Restricted stock unit vesting and tax benefits | — | — | 536,528 | (223,742 | ) | 312,786 | 5 | 1,520 | — | — | (6,141 | ) | (4,616 | ) | |||||||||||||||||||||||||
Stock option exercises and tax benefits | — | — | 82,400 | — | 82,400 | 1 | 1,156 | — | — | — | 1,157 | ||||||||||||||||||||||||||||
Balance as of June 30, 2016 | 515 | $ | 5,063 | 64,513,494 | (1,294,102 | ) | 63,219,392 | $ | 645 | $ | 331,156 | $ | 384,815 | $ | (7,304 | ) | $ | (30,785 | ) | $ | 683,590 | ||||||||||||||||||
1- Common stock amounts have been retroactively restated for all prior periods presented to reflect the four-for-one forward split of the Company’s common stock effected in the form of a stock dividend that was distributed on November 17, 2015. The par value of common stock remains unchanged at $0.01 per share after the aforementioned forward stock split. As a result, the stated capital attributable to common stock increased proportionately and the additional paid-in capital decreased by the amount by which the stated capital increased.
S-5
BOFI HOLDING, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) | |||||||||||
Year Ended June 30, | |||||||||||
(Dollars in thousands) | 2016 | 2015 | 2014 | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
Net income | $ | 119,291 | $ | 82,682 | $ | 55,956 | |||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||||||||||
Accretion of discounts on securities | (5,276 | ) | (5,517 | ) | (8,340 | ) | |||||
Net accretion of discounts on loans and leases | 959 | (27 | ) | (2,647 | ) | ||||||
Stock-based compensation expense | 11,326 | 6,648 | 4,358 | ||||||||
Tax benefit from exercise of common stock options and vesting of restricted stock grants | (2,531 | ) | (5,526 | ) | (4,856 | ) | |||||
Valuation of financial instruments carried at fair value | 248 | 234 | (955 | ) | |||||||
Net gain on sale of investment securities | (1,427 | ) | (587 | ) | — | ||||||
Impairment charge on securities | 565 | 2,365 | 2,802 | ||||||||
Provision for loan and lease losses | 9,700 | 11,200 | 5,350 | ||||||||
Deferred income taxes | (7,134 | ) | (8,818 | ) | (2,040 | ) | |||||
Origination of loans held for sale | (1,363,025 | ) | (1,048,982 | ) | (741,494 | ) | |||||
Unrealized (gain) loss on loans held for sale | (97 | ) | 119 | 179 | |||||||
Gain on sales of loans held for sale | (26,616 | ) | (21,057 | ) | (17,007 | ) | |||||
Proceeds from sale of loans held for sale | 1,523,113 | 1,114,097 | 727,265 | ||||||||
Change in fair value of mortgage servicing rights | 889 | 265 | (45 | ) | |||||||
(Gain) loss on sale of other real estate and foreclosed assets | (145 | ) | (283 | ) | (350 | ) | |||||
Depreciation and amortization of furniture, equipment and software | 4,795 | 3,273 | 2,874 | ||||||||
Net changes in assets and liabilities which provide (use) cash: | |||||||||||
Accrued interest receivable | (6,070 | ) | (6,405 | ) | (4,100 | ) | |||||
Other assets | (54,712 | ) | (17,948 | ) | (1,224 | ) | |||||
Accrued interest payable | 401 | (84 | ) | (324 | ) | ||||||
Accounts payable and accrued liabilities | 6,390 | 10,453 | 5,917 | ||||||||
Net cash provided by (used) in operating activities | 210,644 | 116,102 | 21,319 | ||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
Purchases of investment securities | (161,395 | ) | (10,464 | ) | (83,033 | ) | |||||
Proceeds from sales of available-for-sale mortgage-backed securities | 14,969 | 9,539 | — | ||||||||
Proceeds from repayment of securities | 80,009 | 80,546 | 88,086 | ||||||||
Purchase of stock of the Federal Home Loan Bank | (136,952 | ) | (60,870 | ) | (34,221 | ) | |||||
Proceeds from redemption of stock of Federal Home Loan Bank | 146,099 | 37,370 | 19,201 | ||||||||
Origination of loans and leases held for investment | (3,582,766 | ) | (3,242,828 | ) | (2,297,976 | ) | |||||
Origination of mortgage warehouse loans, net | (51,145 | ) | (29,083 | ) | — | ||||||
Proceeds from sales of other real estate owned and repossessed assets | 1,478 | 1,518 | 2,724 | ||||||||
Purchases of loans and leases, net of discounts and premiums | (140,493 | ) | (2,452 | ) | (95 | ) | |||||
Principal repayments on loans and leases | 2,253,017 | 1,847,665 | 990,305 | ||||||||
Purchases of furniture, equipment and software | (10,239 | ) | (5,117 | ) | (3,163 | ) | |||||
Net cash used in investing activities | $ | (1,587,418 | ) | $ | (1,374,176 | ) | $ | (1,318,172 | ) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
Net increase in deposits | $ | 1,592,134 | $ | 1,410,381 | $ | 949,537 | |||||
Proceeds from the Federal Home Loan Bank advances | 920,000 | 734,000 | 950,000 | ||||||||
Repayment of the Federal Home Loan Bank advances | (946,000 | ) | (891,000 | ) | (630,417 | ) | |||||
Repayments of other borrowings and securities sold under agreements to repurchase | — | (10,000 | ) | (65,000 | ) | ||||||
Proceeds from exercise of common stock options | 151 | 781 | 500 | ||||||||
Proceeds from issuance of common stock | 21,120 | 75,985 | 41,576 | ||||||||
Tax benefit from exercise of common stock options and vesting of restricted stock grants | 2,531 | 5,526 | 4,856 | ||||||||
Cash dividends paid on preferred stock | (309 | ) | (309 | ) | (309 | ) | |||||
Proceeds from issuance of subordinated notes | 51,000 | — | — | ||||||||
Net cash provided by financing activities | 1,640,627 | 1,325,364 | 1,250,743 | ||||||||
NET CHANGE IN CASH AND CASH EQUIVALENTS | 263,853 | 67,290 | (46,110 | ) | |||||||
CASH AND CASH EQUIVALENTS—Beginning of year | 222,874 | 155,584 | 201,694 | ||||||||
CASH AND CASH EQUIVALENTS—End of year | $ | 486,727 | $ | 222,874 | $ | 155,584 | |||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||||||||
Interest paid on deposits and borrowed funds | $ | 56,296 | $ | 45,503 | $ | 36,104 | |||||
Income taxes paid | $ | 89,184 | $ | 68,481 | $ | 37,339 | |||||
Transfers to other real estate and repossessed vehicles | $ | 571 | $ | 2,484 | $ | 1,206 | |||||
Transfers from loans and leases held for investment to loans held for sale | $ | 72,920 | $ | 30,000 | $ | 39,799 | |||||
Transfers from loans held for sale to loans and leases held for investment | $ | 21,488 | $ | 7,237 | $ | 1,471 | |||||
S-6
LOANS AND LEASES
The following table sets forth the composition of the loan and lease portfolio as of the dates indicated:
(Unaudited) (Dollars in thousands) | June 30, 2016 | June 30, 2015 | |||||
Single family real estate secured: | |||||||
Mortgage | $ | 3,678,520 | $ | 2,980,795 | |||
Home equity | 2,470 | 3,604 | |||||
Warehouse and other1 | 537,714 | 385,413 | |||||
Multifamily real estate secured | 1,373,216 | 1,185,531 | |||||
Commercial real estate secured | 121,746 | 61,403 | |||||
Auto and RV secured | 73,676 | 13,140 | |||||
Factoring | 98,275 | 122,200 | |||||
Commercial & Industrial | 514,300 | 248,584 | |||||
Consumer and other | 2,542 | 601 | |||||
Total gross loans and leases | 6,402,459 | 5,001,271 | |||||
Allowance for loan and lease losses | (35,826 | ) | (28,327 | ) | |||
Unaccreted discounts and loan and lease fees | (11,954 | ) | (44,326 | ) | |||
Total net loans and leases | $ | 6,354,679 | $ | 4,928,618 | |||
1. The balance of single family warehouse loans was $173,148 at June 30, 2016 and $122,003 at June 30, 2015. The remainder of the balance is attributable to single family lender finance loans.
S-7
SECURITIES
The amortized cost, carrying amount and fair value for the major categories of securities trading, available for sale, and held to maturity at June 30, 2016 and June 30, 2015 were:
June 30, 2016 | |||||||||||||||||||||||||||||||||||
Trading | Available for sale | Held to maturity | |||||||||||||||||||||||||||||||||
(Unaudited) (Dollars in thousands) | Fair Value | Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value | Carrying Amount | Unrecognized Gains | Unrecognized Losses | Fair Value | ||||||||||||||||||||||||||
Mortgage-backed securities (RMBS): | |||||||||||||||||||||||||||||||||||
U.S agencies1 | $ | — | $ | 33,256 | $ | 489 | $ | (23 | ) | $ | 33,722 | $ | 35,067 | $ | 843 | $ | (1 | ) | $ | 35,909 | |||||||||||||||
Non-agency2 | — | 9,043 | 321 | — | 9,364 | 128,211 | 7,095 | (10,044 | ) | 125,262 | |||||||||||||||||||||||||
Total mortgage-backed securities | — | 42,299 | 810 | (23 | ) | 43,086 | 163,278 | 7,938 | (10,045 | ) | 161,171 | ||||||||||||||||||||||||
Other debt securities: | |||||||||||||||||||||||||||||||||||
U.S. agencies1 | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||
Municipal | — | 34,543 | 185 | (10 | ) | 34,718 | 35,896 | 5,610 | — | 41,506 | |||||||||||||||||||||||||
Non-agency | 7,584 | 186,316 | 1,501 | (174 | ) | 187,643 | — | — | — | — | |||||||||||||||||||||||||
Total other debt securities | 7,584 | 220,859 | 1,686 | (184 | ) | 222,361 | 35,896 | 5,610 | — | 41,506 | |||||||||||||||||||||||||
Total debt securities | $ | 7,584 | $ | 263,158 | $ | 2,496 | $ | (207 | ) | $ | 265,447 | $ | 199,174 | $ | 13,548 | $ | (10,045 | ) | $ | 202,677 | |||||||||||||||
June 30, 2015 | |||||||||||||||||||||||||||||||||||
Trading | Available for sale | Held to maturity | |||||||||||||||||||||||||||||||||
(Unaudited) (Dollars in thousands) | Fair Value | Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value | Carrying Amount | Unrecognized Gains | Unrecognized Losses | Fair Value | ||||||||||||||||||||||||||
Mortgage-backed securities (RMBS): | |||||||||||||||||||||||||||||||||||
U.S agencies1 | $ | — | $ | 43,738 | $ | 701 | $ | (948 | ) | $ | 43,491 | $ | 41,993 | $ | 1,398 | $ | — | $ | 43,391 | ||||||||||||||||
Non-agency2 | — | 23,799 | 2,835 | (1 | ) | 26,633 | 147,586 | 10,045 | (12,749 | ) | 144,882 | ||||||||||||||||||||||||
Total mortgage-backed securities | — | 67,537 | 3,536 | (949 | ) | 70,124 | 189,579 | 11,443 | (12,749 | ) | 188,273 | ||||||||||||||||||||||||
Other debt securities: | |||||||||||||||||||||||||||||||||||
U.S. agencies1 | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||
Municipal | — | 21,731 | 390 | (86 | ) | 22,035 | 35,976 | 4,074 | — | 40,050 | |||||||||||||||||||||||||
Non-agency | 7,832 | 70,216 | 1,271 | (285 | ) | 71,202 | — | — | — | — | |||||||||||||||||||||||||
Total other debt securities | 7,832 | 91,947 | 1,661 | (371 | ) | 93,237 | 35,976 | 4,074 | — | 40,050 | |||||||||||||||||||||||||
Total debt securities | $ | 7,832 | $ | 159,484 | $ | 5,197 | $ | (1,320 | ) | $ | 163,361 | $ | 225,555 | $ | 15,517 | $ | (12,749 | ) | $ | 228,323 | |||||||||||||||
1 U.S. government-backed or government sponsored enterprises including Fannie Mae, Freddie Mac and Ginnie Mae.
2 Private sponsors of securities collateralized primarily by pools of 1-4 family residential first mortgages. Primarily super senior securities secured by prime, Alt-A or pay-option ARM mortgages.
S-8
DEPOSITS
The following table sets for the composition of the deposit portfolio as of the dates indicated:
(Unaudited) | June 30, 2016 | June 30, 2015 | |||||||||||
(Dollars in thousands) | Amount | Rate1 | Amount | Rate1 | |||||||||
Non-interest bearing | $ | 588,774 | — | % | $ | 309,339 | — | % | |||||
Interest bearing: | |||||||||||||
Demand | 1,916,525 | 0.63 | % | 1,224,308 | 0.48 | % | |||||||
Savings | 2,484,994 | 0.69 | % | 2,126,792 | 0.67 | % | |||||||
Total interest-bearing demand and savings | 4,401,519 | 0.66 | % | 3,351,100 | 0.60 | % | |||||||
Time deposits: | |||||||||||||
Under $100 | 51,849 | 1.23 | % | 70,369 | 1.26 | % | |||||||
$100 or more2 | 1,001,909 | 1.99 | % | 721,109 | 2.06 | % | |||||||
Total time deposits | 1,053,758 | 1.96 | % | 791,478 | 1.99 | % | |||||||
Total interest bearing2 | 5,455,277 | 0.91 | % | 4,142,578 | 0.87 | % | |||||||
Total deposits | $ | 6,044,051 | 0.82 | % | $ | 4,451,917 | 0.81 | % | |||||
1. Based on weighted-average stated interest rates at end of period.
2. The total interest-bearing includes brokered deposits of $800.7 million and $661.9 million as of June 30, 2016 and June 30, 2015, respectively, of which
$537.6 million and $356.3 million, respectively, are time deposits classified as $100 or more.
The number of deposit accounts at the end of each of the last five fiscal years is set forth below:
At June 30, | ||||||||||||||
2016 | 2015 | 2014 | 2013 | 2012 | ||||||||||
Non-Interest bearing, prepaid and other | 1,816,266 | 501,565 | 182,011 | 3,124 | 959 | |||||||||
Checking and savings accounts | 292,012 | 31,461 | 27,250 | 21,406 | 18,972 | |||||||||
Time deposits | 4,807 | 5,515 | 7,571 | 11,103 | 12,341 | |||||||||
Total number of deposit accounts | 2,113,085 | 538,541 | 216,832 | 35,633 | 32,272 | |||||||||
The net increase of 1,314,701 of non-interest bearing, prepaid and other accounts and 260,551 interest-bearing checking and savings accounts for the fiscal year ended June 30, 2016 was primarily the result of our acquisition of accounts from H&R Block Bank and the new H&R Block-branded products offered by BofI Federal Bank.
S-9
AVERAGE BALANCES, NET INTEREST INCOME, YIELDS EARNED AND RATES PAID
The following tables set forth, for the periods indicated, information regarding (i) average balances; (ii) the total amount of interest income from interest-earning assets and the weighted average yields on such assets; (iii) the total amount of interest expense on interest-bearing liabilities and the weighted average rates paid on such liabilities; (iv) net interest income; (v) interest rate spread; and (vi) net interest margin:
For the Fiscal Years Ended June 30, | ||||||||||||||||||||||||||||||||
2016 | 2015 | 2014 | ||||||||||||||||||||||||||||||
(Unaudited)(Dollars in thousands) | Average Balance1 | Interest Income / Expense | Average Yields Earned / Rates Paid | Average Balance1 | Interest Income / Expense | Average Yields Earned / Rates Paid | Average Balance1 | Interest Income / Expense | Average Yields Earned / Rates Paid | |||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||||||
Loans and leases2,3 | $ | 5,680,003 | $ | 291,058 | 5.12 | % | $ | 4,388,336 | $ | 220,486 | 5.02 | % | $ | 2,850,600 | $ | 147,664 | 5.18 | % | ||||||||||||||
Interest-earning deposits in other financial institutions | 498,483 | 2,070 | 0.42 | % | 204,176 | 511 | 0.25 | % | 107,534 | 275 | 0.26 | % | ||||||||||||||||||||
Mortgage-backed and other investment securities | 442,070 | 18,910 | 4.28 | % | 432,948 | 18,165 | 4.20 | % | 480,940 | 22,566 | 4.69 | % | ||||||||||||||||||||
Stock of Federal Home Loan Bank | 62,255 | 5,669 | 9.11 | % | 46,819 | 5,202 | 11.11 | % | 32,115 | 2,373 | 7.39 | % | ||||||||||||||||||||
Total interest-earning assets | 6,682,811 | 317,707 | 4.75 | % | 5,072,279 | 244,364 | 4.82 | % | 3,471,189 | 172,878 | 4.98 | % | ||||||||||||||||||||
Non-interest-earning assets | 140,066 | 68,039 | 58,953 | |||||||||||||||||||||||||||||
Total assets | $ | 6,822,877 | $ | 5,140,318 | $ | 3,530,142 | ||||||||||||||||||||||||||
Liabilities and Stockholders’ Equity: | ||||||||||||||||||||||||||||||||
Interest-bearing demand and savings | $ | 3,649,423 | $ | 24,611 | 0.67 | % | $ | 2,862,295 | $ | 20,709 | 0.72 | % | $ | 1,522,884 | $ | 10,723 | 0.70 | % | ||||||||||||||
Time deposits | 852,590 | 18,056 | 2.12 | % | 790,661 | 14,024 | 1.77 | % | 876,621 | 14,094 | 1.61 | % | ||||||||||||||||||||
Securities sold under agreements to repurchase | 35,000 | 1,555 | 4.44 | % | 36,562 | 1,633 | 4.47 | % | 85,726 | 3,840 | 4.48 | % | ||||||||||||||||||||
Advances from the FHLB | 855,029 | 11,175 | 1.31 | % | 700,805 | 8,910 | 1.27 | % | 576,307 | 6,981 | 1.21 | % | ||||||||||||||||||||
Subordinated notes and debentures and other | 22,025 | 1,299 | 5.90 | % | 5,155 | 143 | 2.77 | % | 5,155 | 143 | 2.77 | % | ||||||||||||||||||||
Total interest-bearing liabilities | 5,414,067 | 56,696 | 1.05 | % | 4,395,478 | 45,419 | 1.03 | % | 3,066,693 | 35,781 | 1.17 | % | ||||||||||||||||||||
Non-interest-bearing demand deposits | 739,764 | 255,321 | 123,859 | |||||||||||||||||||||||||||||
Other non-interest-bearing liabilities | 51,672 | 35,219 | 23,549 | |||||||||||||||||||||||||||||
Stockholders’ equity | 617,374 | 454,300 | 316,041 | |||||||||||||||||||||||||||||
Total liabilities and stockholders’ equity | $ | 6,822,877 | $ | 5,140,318 | $ | 3,530,142 | ||||||||||||||||||||||||||
Net interest income | $ | 261,011 | $ | 198,945 | $ | 137,097 | ||||||||||||||||||||||||||
Interest rate spread4 | 3.70 | % | 3.79 | % | 3.81 | % | ||||||||||||||||||||||||||
Net interest margin5 | 3.91 | % | 3.92 | % | 3.95 | % | ||||||||||||||||||||||||||
1 Average balances are obtained from daily data.
2 Loans include loans held for sale, loan premiums and unearned fees.
3 Interest income includes reductions for amortization of loan and investment securities premiums and earnings from accretion of discounts and loan fees. Loan fee income is not significant. Also includes $31.0 million, $31.4 million and $32.1 million as of June 30, 2016, 2015 and 2014, respectively, of Community Reinvestment Act loans which are taxed at a reduced rate.
4 Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate paid on interest-bearing liabilities.
5 Net interest margin represents net interest income as a percentage of average interest-earning assets.
S-10
AVERAGE BALANCES, NET INTEREST INCOME, YIELDS EARNED AND RATES PAID
The following table presents information regarding (i) average balances; (ii) the total amount of interest income from interest-earning assets and the weighted average yields on such assets; (iii) the total amount of interest expense on interest-bearing liabilities and the weighted average rates paid on such liabilities; (iv) net interest income; (v) interest rate spread; and (vi) net interest margin:
For the three months ended June 30, | |||||||||||||||||||||
2016 | 2015 | ||||||||||||||||||||
(Unaudited) (Dollars in thousands) | Average Balance2 | Interest Income / Expense | Average Yields Earned / Rates Paid1 | Average Balance2 | Interest Income / Expense | Average Yields Earned / Rates Paid1 | |||||||||||||||
Assets: | |||||||||||||||||||||
Loans and leases3,4 | $ | 6,275,936 | $ | 78,752 | 5.02 | % | $ | 4,865,501 | $ | 60,670 | 4.99 | % | |||||||||
Interest-earning deposits in other financial institutions | 606,231 | 699 | 0.46 | % | 252,539 | 178 | 0.28 | % | |||||||||||||
Mortgage-backed and other investment securities | 492,158 | 5,546 | 4.51 | % | 405,180 | 4,086 | 4.03 | % | |||||||||||||
Stock of Federal Home Loan Bank | 54,632 | 1,264 | 9.25 | % | 50,245 | 2,633 | 20.96 | % | |||||||||||||
Total interest-earning assets | 7,428,957 | 86,261 | 4.64 | % | 5,573,465 | 67,567 | 4.85 | % | |||||||||||||
Non-interest-earning assets | 139,265 | 77,234 | |||||||||||||||||||
Total assets | $ | 7,568,222 | $ | 5,650,699 | |||||||||||||||||
Liabilities and Stockholders’ Equity: | |||||||||||||||||||||
Interest-bearing demand and savings | $ | 4,303,159 | $ | 7,516 | 0.70 | % | $ | 3,404,566 | $ | 5,753 | 0.68 | % | |||||||||
Time deposits | 999,936 | 5,407 | 2.16 | % | 815,405 | 3,840 | 1.88 | % | |||||||||||||
Securities sold under agreements to repurchase | 35,000 | 387 | 4.42 | % | 35,008 | 389 | 4.44 | % | |||||||||||||
Advances from the FHLB | 738,700 | 2,878 | 1.56 | % | 528,365 | 2,255 | 1.71 | % | |||||||||||||
Subordinated notes and debentures and other | 58,115 | 918 | 6.32 | % | 5,155 | 36 | 2.79 | % | |||||||||||||
Total interest-bearing liabilities | 6,134,910 | 17,106 | 1.12 | % | 4,788,499 | 12,273 | 1.03 | % | |||||||||||||
Non-interest-bearing demand deposits | 710,554 | 301,893 | |||||||||||||||||||
Other non-interest-bearing liabilities | 55,524 | 39,371 | |||||||||||||||||||
Stockholders’ equity | 667,234 | 520,936 | |||||||||||||||||||
Total liabilities and stockholders’ equity | $ | 7,568,222 | $ | 5,650,699 | |||||||||||||||||
Net interest income | $ | 69,155 | $ | 55,294 | |||||||||||||||||
Interest rate spread5 | 3.52 | % | 3.82 | % | |||||||||||||||||
Net interest margin6 | 3.72 | % | 3.97 | % | |||||||||||||||||
1 Annualized.
2 Average balances are obtained from daily data.
3 Loans include loans held for sale, loan premiums and unearned fees.
4 Interest income includes reductions for amortization of loan and investment securities premiums and earnings from accretion of discounts and loan fees. Loan fee income is not significant. Also, includes $30.7 million and $31.4 million as of June 30, 2016 and 2015 three-month periods respectively, of Community Reinvestment Act loans which are taxed at a reduced rate.
5 Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate paid on interest-bearing liabilities.
6 Net interest margin represents net interest income as a percentage of average interest-earning assets.
S-11
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