Edgar Filing: PROVIDENT FINANCIAL HOLDINGS INC

q33108.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Mark One)

(Amendment No. 1)

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended …………………………………….... December 31, 2007

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to _________________

Commission File Number 000-28304

PROVIDENT FINANCIAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	33-0704889
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

3756 Central Avenue, Riverside, California 92506

(Address of principal executive offices and zip code)

(951) 686-6060

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X . No .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]

Accelerated filer [X]

Non-accelerated filer [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes . No X .

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Title of class:	As of February 5, 2008

Common stock, $ 0.01 par value, per share	6,196,434 shares*

* Includes 58,709 shares held by the Employee Stock Ownership Plan that have not been released, committed to be released, or allocated to participant

accounts.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A (“Form 10-Q/A”) to our Form 10-Q for the quarter ended December 31, 2007, initially filed with the Securities and Exchange Commission (“SEC”) on February 7, 2008 (“Original Form 10-Q”), is being filed to reflect the restatement of our Condensed Consolidated Statements of Financial Condition as of December 31, 2007 and June 30, 2007, the related Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Stockholders’ Equity and Condensed Consolidated Statements of Cash Flows for the quarters and six months ended December 31, 2007 and 2006, and the notes related thereto. For a more detailed description of the restatement, see Note 1, “Restatement of Condensed Consolidated Financial Statements” to the accompanying condensed consolidated financial statements.

On April 22, 2008, the Corporation’s Audit Committee determined that the financial statements should be restated after concluding that an error occurred in the accounting for the Corporation sponsored Employee Stock Ownership Plan (“ESOP”). The error consisted of releasing fewer shares of common stock than required to be released commensurate with the repayment of the ESOP loan. The restated financial statements reflect the additional compensation expense required as a result of releasing more shares. For a description of the changes made in connection with the Restatement (“Restatement”) see Note 1, “Restatement of Condensed Consolidated Financial Statements” to the accompanying unaudited interim condensed consolidated financial statements contained in this report.

This Form 10-Q/A only amends and restates Items 1, 2 and 4 of Part I in each case as a result of, and to reflect, the restatement of the Original Form 10-Q. In addition, pursuant to the rules of the SEC, Item 6 of Part II of the Original Form 10-Q has been amended to contain currently dated certifications from our Chief Executive Officer and Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. Except for the forgoing amended information, this Form 10-Q/A continues to speak as of the date of the Original Form 10-Q and we have not updated the disclosure contained herein to reflect events that have been or will be addressed in our quarterly report on Form 10-Q for the quarter ended March 31, 2008 and our current reports on Form 8-K filed subsequent to the original Form 10-Q and any reports filed with the SEC subsequent to the date of this filing.

PROVIDENT FINANCIAL HOLDINGS, INC.

Table of Contents

PART 1 -	FINANCIAL INFORMATION

ITEM 1 -	Financial Statements. The Unaudited Interim Condensed Consolidated Financial Statements of Provident Financial Holdings, Inc. filed as a part of the report are as follows:

	Condensed Consolidated Statements of Financial Condition (as restated)
		as of December 31, 2007 and June 30, 2007	1
	Condensed Consolidated Statements of Operations (as restated)
		for the Quarters and Six Months ended December 31, 2007 and 2006	2
	Condensed Consolidated Statements of Stockholders’ Equity (as restated)
		for the Quarters and Six Months ended December 31, 2007 and 2006	3
	Condensed Consolidated Statements of Cash Flows (as restated)
		for the Six Months ended December 31, 2007 and 2006	5
	Notes to Unaudited Interim Condensed Consolidated Financial Statements		6

ITEM 2 -	Management’s Discussion and Analysis of Financial Condition and Results of
		Operations:

	General		13
	Safe Harbor Statement		14
	Critical Accounting Policies		14
	Executive Summary and Operating Strategy		15
	Off-Balance Sheet Financing Arrangements and Contractual Obligations		16
	Comparison of Financial Condition at December 31, 2007 and June 30, 2007		16
	Comparison of Operating Results
		for the Quarters and Six Months ended December 31, 2007 and 2006	18
	Asset Quality		28
	Loan Volume Activities		31
	Liquidity and Capital Resources		32
	Commitments and Derivative Financial Instruments		33
	Stockholders’ Equity		33
	Incentive Plans		34
		Equity Incentive Plan
		Stock Option Plans
		Management Recognition Plan
	Supplemental Information		38

ITEM 4 -	Controls and Procedures		38

PART II -	OTHER INFORMATION

ITEM 6 -	Exhibits		39

SIGNATURES			41

PROVIDENT FINANCIAL HOLDINGS, INC.

Condensed Consolidated Statements of Financial Condition

(Unaudited)

Dollars in Thousands

	December 31,			June 30,
	2007 (As Restated – See Note 1)			2007 (As Restated – See Note 1)
Assets
Cash and due from banks	$	12,511		$	11,024
Federal funds sold		-			1,800
Cash and cash equivalents		12,511			12,824

Investment securities – held to maturity
(fair value $4,969 and $18,837, respectively)		5,000			19,001
Investment securities – available for sale, at fair value		148,542			131,842
Loans held for investment, net of allowance for loan losses of
$17,171 and $14,845, respectively		1,395,404			1,350,696
Loans held for sale, at lower of cost or market		-			1,337
Receivable from sale of loans		19,148			60,513
Accrued interest receivable		7,507			7,235
Real estate owned, net		6,749			3,804
Federal Home Loan Bank (“FHLB”) – San Francisco stock		31,256			43,832
Premises and equipment, net		6,748			7,123
Prepaid expenses and other assets		7,626			10,716

Total assets	$	1,640,491		$	1,648,923

Liabilities and Stockholders’ Equity
Liabilities:
Non interest-bearing deposits	$	42,582		$	45,112
Interest-bearing deposits		963,102			956,285
Total deposits		1,005,684			1,001,397

Borrowings		494,384			502,774
Accounts payable, accrued interest and other liabilities		14,300			15,955
Total liabilities		1,514,368			1,520,126

Commitments and Contingencies

Stockholders’ equity:
Preferred stock, $.01 par value (2,000,000 shares authorized; none issued and outstanding)
		-			-
Common stock, $.01 par value (15,000,000 shares authorized; 12,435,865 and 12,428,365 shares issued, respectively; 6,196,434 and 6,376,945 shares outstanding, respectively)

		124			124
Additional paid-in capital		74,180			72,935
Retained earnings		145,587			146,194
Treasury stock at cost (6,239,431 and 6,051,420 shares, respectively)
		(94,797	)		(90,694	)
Unearned stock compensation		(261	)		(455	)
Accumulated other comprehensive income, net of tax		1,290			693

Total stockholders’ equity		126,123			128,797

Total liabilities and stockholders’ equity	$	1,640,491		$	1,648,923

The accompanying notes are an integral part of these condensed consolidated financial statements.

PROVIDENT FINANCIAL HOLDINGS, INC. Condensed Consolidated Statements of Operations (Unaudited) In Thousands, Except Per Share Information
	Quarter Ended December 31,		Six Months Ended December 31,
	Quarter Ended December 31,		Six Months Ended December 31,
	2007 (As Restated – See Note 1)	2006 (As Restated – See Note 1)	2007 (As Restated – See Note 1)	2006 (As Restated – See Note 1)
Interest income:
Loans receivable, net	$ 21,700	$ 23,001	$ 43,214	$ 44,959
Investment securities	1,902	1,857	3,646	3,553
FHLB – San Francisco stock	432	593	901	1,107
Interest-earning deposits	5	18	14	37
Total interest income	24,039	25,469	47,775	49,656

Interest expense:
Checking and money market deposits	499	379	924	732
Savings deposits	804	671	1,591	1,315
Time deposits	7,888	6,437	15,946	12,264
Borrowings	5,280	7,497	10,373	14,121
Total interest expense	14,471	14,984	28,834	28,432

Net interest income, before provision for loan losses	9,568	10,485	18,941	21,224
Provision for loan losses	2,140	3,746	3,659	4,383
Net interest income, after provision for loan losses	7,428	6,739	15,282	16,841

Non-interest income:
Loan servicing and other fees	513	488	1,004	964
Gain on sale of loans, net	934	2,919	1,056	6,411
Deposit account fees	785	510	1,443	1,032
Net (loss) gain on sale of real estate	(229)	27	(168)	2,340
Other	(56)	330	(13)	921
Total non-interest income	1,947	4,274	3,322	11,668

Non-interest expense:
Salaries and employee benefits	4,522	5,619	9,646	11,267
Premises and occupancy	831	745	1,538	1,529
Equipment	391	384	791	777
Professional expenses	474	278	793	542
Sales and marketing expenses	130	216	303	477
Other	972	1,241	2,017	2,340
Total non-interest expense	7,320	8,483	15,088	16,932

Income before income taxes	2,055	2,530	3,516	11,577
Provision for income taxes	1,011	1,295	1,860	5,316
Net income	$ 1,044	$ 1,235	$ 1,656	$ 6,261

Basic earnings per share	$ 0.17	$ 0.19	$ 0.27	$ 0.94
Diluted earnings per share	$ 0.17	$ 0.18	$ 0.27	$ 0.92
Cash dividends per share	$ 0.18	$ 0.18	$ 0.36	$ 0.33

The accompanying notes are an integral part of these condensed consolidated financial statements.

PROVIDENT FINANCIAL HOLDINGS, INC.

Condensed Consolidated Statements of Stockholders' Equity

(As Restated – See Note 1)

(Unaudited)

Dollars in Thousands

For the Quarters Ended December 31, 2007 and 2006

	Common Stock			Additional Paid-In	Retained		Treasury		Unearned Stock		Accumulated Other Compre- hensive
	Shares		Amount	Capital	Earnings		Stock		Compensation		Income	Total
Balance at October 1, 2007, as previously reported	6,232,803		$ 124	$ 70,010	$ 149,134		$ (94,097	)	$ (61	)	$ 1,017	$ 126,127
Adjustments to opening stockholders’ equity	-		-	3,617	(3,475	)	-		(297	)	-	(155		)
Balance at October 1, 2007, as restated	6,232,803		124	73,627	145,659		(94,097	)	(358	)	1,017	125,972

Comprehensive income:
Net income (1)					1,044							1,044
Unrealized holding gain on securities available
for sale, net of tax expense of $197											273		273
Total comprehensive income (1)												1,317

Purchase of treasury stock	(36,369	)					(700	)				(700		)
Amortization of restricted stock				63								63
Stock options expense				136								136
Allocation of contributions to ESOP (1) (2)				354					97			451
Cash dividends					(1,116	)						(1,116		)

Balance at December 31, 2007	6,196,434		$ 124	$ 74,180	$ 145,587		$ (94,797	)	$ (261	)	$ 1,290	$ 126,123

(1)	As restated, see Note 1.

(2)	Employee Stock Ownership Plan (“ESOP”).

	Common Stock			Additional Paid-In	Retained		Treasury		Unearned Stock		Accumulated Other Compre- hensive
	Shares		Amount	Capital	Earnings		Stock		Compensation		Income	Total
Balance at October 1, 2006, as previously reported	6,886,345		$ 124	$ 67,419	$ 147,082		$ (75,922	)	$ (528	)	$ 204	$ 138,379
Adjustments to opening stockholders’ equity	-		-	2,875	(2,726	)	-		(224	)	-	(75		)
Balance at October 1, 2006, as restated	6,886,345		124	70,294	144,356		(75,922	)	(752	)	204	138,304

Comprehensive income:
Net income (1)					1,235							1,235
Unrealized holding gain on securities available
for sale, net of tax expense of $194											269		269
Total comprehensive income (1)												1,504

Purchase of treasury stock (2)	(191,222	)					(5,755	)				(5,755		)
Exercise of stock options	1,900		-	47								47
Amortization of restricted stock				14								14
Stock options expense				105								105
Tax benefit from non-qualified equity
compensation				9								9
Allocation of contributions to ESOP (1)				659					106			765
Cash dividends					(1,224	)						(1,224		)

Balance at December 31, 2006	6,697,023		$ 124	$ 71,128	$ 144,367		$ (81,677	)	$ (646	)	$ 473	$ 133,769

(1)	As restated, see Note 1.

(2)	Includes the repurchase of 884 shares of distributed restricted stock.

The accompanying notes are an integral part of these condensed consolidated financial statements.

PROVIDENT FINANCIAL HOLDINGS, INC.

Condensed Consolidated Statements of Stockholders' Equity

(As Restated – See Note 1)

(Unaudited)

Dollars in Thousands

For the Six Months Ended December 31, 2007 and 2006

	Common Stock			Additional Paid-In		Retained		Treasury		Unearned Stock		Accumulated Other Comprehensive
	Shares		Amount	Capital		Earnings		Stock		Compensation		Income	Total
Balance at July 1, 2007, as previously reported	6,376,945		$ 124	$ 69,456		$ 149,523		$ (90,694	)	$ (175	)	$ 693	$ 128,927
Adjustments to opening stockholders’ equity	-		-	3,479		(3,329	)	-		(280	)	-	(130		)
Balance at July 1, 2007, as restated	6,376,945		124	72,935		146,194		(90,694	)	(455	)	693	128,797

Comprehensive income:
Net income (1)						1,656							1,656
Unrealized holding gain on securities available for sale,
net of tax expense of $432												597		597
Total comprehensive income (1)													2,253

Purchase of treasury stock (2)	(188,011	)						(4,096	)				(4,096		)
Exercise of stock options	7,500		-	69									69
Amortization of restricted stock				131									131
Awards of restricted stock				(45	)			45					-
Forfeiture of restricted stock				52				(52	)				-
Stock options expense				276									276
Tax benefit from non-qualified equity
compensation				6									6
Allocation of contributions to ESOP (1)				756						194			950
Cash dividends						(2,263	)						(2,263		)

Balance at December 31, 2007	6,196,434		$ 124	$ 74,180		$ 145,587		$ (94,797	)	$ (261	)	$ 1,290	$ 126,123

(1)	As restated, see Note 1.

(2)	Includes the repurchase of 930 shares of distributed restricted stock.

	Common Stock			Additional Paid-In	Retained		Treasury		Unearned Stock		Accumulated Other Compre- hensive (Loss)
	Shares		Amount	Capital	Earnings		Stock		Compensation		Income		Total
Balance at July 1, 2006, as previously reported	6,991,842		$ 124	$ 66,798	$ 142,867		$ (72,524	)	$ (644	)	$ (411	)	$ 136,210
Adjustment to opening stockholders’ equity	-		-	2,642	(2,494	)	-		(210	)	-		(62		)
Balance at July 1, 2006, as restated	6,991,842		124	69,440	140,373		(72,524	)	(854	)	(411	)	136,148

Comprehensive income:
Net income (1)					6,261								6,261
Unrealized holding gain on securities available for sale,
net of tax expense of $640											884			884
Total comprehensive income (1)													7,145

Purchase of treasury stock (2)	(303,219	)					(9,153	)					(9,153		)
Exercise of stock options	8,400		-	201									201
Amortization of restricted stock				32									32
Stock options expense				138									138
Tax benefit from non-qualified equity
compensation				32									32
Allocation of contributions to ESOP (1)				1,285					208				1,493
Cash dividends					(2,267	)							(2,267		)

Balance at December 31, 2006	6,697,023		$ 124	$71,128	$ 144,367		$ (81,677	)	$ (646	)	$ 473		$ 133,769

(1)	As restated, see Note 1.

(2)	Includes the repurchase of 1,696 shares of distributed restricted stock.

The accompanying notes are an integral part of these condensed consolidated financial statements.

PROVIDENT FINANCIAL HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited - In Thousands)

	Six Months Ended December 31,
	Six Months Ended December 31,
	2007 (As Restated – See Note 1)		2006 (As Restated – See Note 1)
Cash flows from operating activities:
Net income	$ 1,656		$ 6,261
Adjustments to reconcile net income to net cash provided by
Operating activities:
Depreciation and amortization	1,148		1,017
Provision for loan losses	3,659		4,383
Provision for losses on real estate	463		-
Gain on sale of loans	(1,056	)	(6,411	)
Net loss (gain) on sale of real estate	168		(2,340	)
Stock compensation	1,282		1,468
FHLB – San Francisco stock dividend	(1,023	)	(1,028	)
Tax benefit from non-qualified equity compensation	(6	)	(32	)
Decrease in accounts payable and other liabilities	(2,876	)	(2,770	)
Decrease (increase) in prepaid expense and other assets	2,465		(707	)
Loans originated for sale	(197,912	)	(631,931	)
Proceeds from sale of loans and net change in receivable from sale of loans	240,317		633,013
Net cash provided by operating activities	48,285		923

Cash flows from investing activities:
Net increase in loans held for investment	(53,766	)	(132,070	)
Maturity and call of investment securities held to maturity	14,000		13,000
Maturity and call of investment securities available for sale	2,129		7,087
Principal payments from mortgage-backed securities	23,382		18,844
Purchase of investment securities available for sale	(41,172	)	(41,904	)
Net proceeds from sale of real estate	3,709		3,406
Net redemption (purchase) of FHLB – San Francisco stock	13,599		(4,094	)
Purchase of premises and equipment	(144	)	(528	)
Net cash used for investing activities	(38,263	)	(136,259	)

Cash flows from financing activities:
Net increase in deposits	4,287		8,845
(Repayment of) proceeds from borrowings, net	(8,390	)	143,232
ESOP loan payment	52		79
Exercise of stock options	69		201
Tax benefit from non-qualified equity compensation	6		32
Cash dividends	(2,263	)	(2,267	)
Treasury stock purchases	(4,096	)	(9,153	)
Net cash (used for) provided by financing activities	(10,335	)	140,969

Net (decrease) increase in cash and cash equivalents	(313	)	5,633
Cash and cash equivalents at beginning of period	12,824		16,358

Cash and cash equivalents at end of period	$ 12,511		$ 21,991

Supplemental information:
Cash paid for interest	$ 29,250		$ 27,773
Cash paid for income taxes	$ 100		$ 4,670
Transfer of loans held for sale to loans held for investment	$ 8,467		$ 3,653
Real estate acquired in the settlement of loans	$ 8,393		$ 1,225

The accompanying notes are an integral part of these condensed consolidated financial statements.

PROVIDENT FINANCIAL HOLDINGS, INC.

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2007

Note 1:

Restatement of Condensed Consolidated Financial Statements

In February 2008, the Corporation identified an error regarding the failure to release shares of common stock from its ESOP consistent with the repayment of the ESOP loan. The failure occurred as a result of the application of cash dividend payments received on unallocated ESOP shares to reduce the balance of the ESOP loan. Additional shares should have been released in the years ended December 31, 2002 through 2007. Releasing these additional shares results in additional compensation expense to the Corporation for those respective periods. As a result, the Audit Committee concluded, in accordance with SAB No. 108, that the amounts involved required the restatement of the accompanying condensed consolidated financial statements. The impact of the adjustments to the previously issued Condensed Consolidated Financial Statements as of December 31, 2007 and June 30, 2007 and for the quarters and six months ended December 31, 2007 and 2006 are summarized in the following tables.

	As of December 31, 2007					As of June 30, 2007
	As					As
(Dollars in thousands, except	Previously					Previously
earnings per share)	Reported	Adjustment		Restated		Reported		Adjustment		Restated
Condensed Consolidated Statements of
Financial Condition
Accounts payable, accrued
interest and other liabilities	$ 14,120	$ 180		$ 14,300		$ 15,825		$ 130		$ 15,955
Total liabilities	1,514,188	180		1,514,368		1,519,996		130		1,520,126
Additional paid-in capital	70,490	3,690		74,180		69,456		3,479		72,935
Retained earnings	149,196	(3,609	)	145,587		149,523		(3,329	)	146,194
Unearned stock compensation	-	(261	)	(261	)	(175	)	(280	)	(455	)
Total stockholders' equity	126,303	(180	)	126,123		128,927		(130	)	128,797

	Quarter Ended December 31, 2007				Quarter Ended December 31, 2006
	As				As
(Dollars in thousands, except	Previously				Previously
earnings per share)	Reported	Adjustment		Restated	Reported	Adjustment		Restated
Condensed Consolidated
Statements of Operations
Salaries and employee benefits	$ 4,393	$ 129		$ 4,522	$ 5,359	$ 260		$ 5,619
Total non-interest expense	7,191	129		7,320	8,223	260		8,483
Income before income taxes	2,184	(129	)	2,055	2,790	(260	)	2,530
Provision for income taxes	1,006	5		1,011	1,295	-		1,295
Net income	1,178	(134	)	1,044	1,495	(260	)	1,235
Basic earnings per share	0.20	(0.03	)	0.17	0.23	(0.04	)	0.19
Diluted earnings per share	0.19	(0.02	)	0.17	0.22	(0.04	)	0.18

Condensed Consolidated Statements of
Stockholders’ Equity
Net income	1,178	(134	)	1,044	1,495	(260	)	1,235
Total comprehensive income	1,451	(134	)	1,317	1,764	(260	)	1,504
Allocation of contributions to ESOP	295	156		451	461	304		765
Prepayment of ESOP loan	47	(47	)	-	58	(58	)	-
Total stockholders’ equity	126,303	(180	)	126,123	133,858	(89	)	133,769

	Six Months Ended December 31, 2007						Six Months Ended December 31, 2006
	As						As
(Dollars in thousands, except	Previously						Previously
earnings per share)	Reported		Adjustment		Restated		Reported		Adjustment		Restated
Condensed Consolidated
Statements of Operations
Salaries and employee benefits	$ 9,375		$ 271		$ 9,646		$ 10,775		$ 492		$ 11,267
Total non-interest expense	14,817		271		15,088		16,440		492		16,932
Income before income taxes	3,787		(271	)	3,516		12,069		(492	)	11,577
Provision for income taxes	1,851		9		1,860		5,316		-		5,316
Net income	1,936		(280	)	1,656		6,753		(492	)	6,261
Basic earnings per share	0.32		(0.05	)	0.27		1.02		(0.08	)	0.94
Diluted earnings per share	0.32		(0.05	)	0.27		1.00		(0.08	)	0.92

Condensed Consolidated Statements of
Stockholders’ Equity
Net income	1,936		(280	)	1,656		6,753		(492	)	6,261
Total comprehensive income	2,533		(280	)	2,253		7,637		(492	)	7,145
Allocation of contributions to ESOP	627		323		950		922		571		1,493
Prepayment of ESOP loan	93		(93	)	-		106		(106	)	-
Total stockholders’ equity	126,303		(180	)	126,123		133,858		(89	)	133,769

Condensed Consolidated Statements of
Cash Flows
Cash flows from operating
activities
Net income	1,936		(280	)	1,656		6,753		(492	)	6,261
Stock-based compensation	1,011		271		1,282		976		492		1,468
Decrease in accounts payable,
accrued interest and
other liabilities	(2,833	)	(43	)	(2,876	)	(2,691	)	(79	)	(2,770	)
Net cash provided by
operating activities	48,337		(52	)	48,285		1,002		(79	)	923

Cash flows from financing
activities
ESOP loan payment	-		52		52		-		79		79
Net cash (used for) provided by
financing activities	(10,387	)	52		(10,335	)	140,890		79		140,969

Note 2: Basis of Presentation

The unaudited interim condensed consolidated financial statements included herein reflect all adjustments which are, in the opinion of management, necessary to present a fair statement of the results of operations for the interim periods presented. All such adjustments are of a normal, recurring nature. The condensed consolidated financial statements at June 30, 2007 are derived from the audited consolidated financial statements of Provident Financial Holdings, Inc. and its wholly owned subsidiary, Provident Savings Bank, F.S.B. (the “Bank”) (collectively, the “Corporation”). Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) with respect to interim financial reporting. It is recommended that these unaudited interim condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and notes thereto included in the Corporation’s Annual Report on Form 10-K for the year ended June 30, 2007, as amended.

Certain amounts in the prior periods’ financial statements have been reclassified to conform to the current period’s presentation. In the Condensed Consolidated Statement of Financial Condition at June 30, 2007, escrow balances of $1.4 million, previously reported in loans held for investment, were reclassified to interest-bearing deposits; and custodial accounts of $1.4 million, previously reported in accounts payable, accrued interest and other liabilities, were reclassified to non interest-bearing deposits. In the Condensed Consolidated Statements of Operations for the quarter and six months ended December 31, 2006, interest expense on escrow balances of $18,000 and $35,000, respectively, previously reported in other non-interest expense, was reclassified to interest expense - checking and money market deposits.

The results of operations for the quarter and six months ended December 31, 2007 are not necessarily indicative of results that may be expected for the entire fiscal year ending June 30, 2008.

Note 3: Recent Accounting Pronouncements

Statement of Financial Accounting Standards (“SFAS” or “Statement”) No. 159:

In February 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115.” This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the FASB’s long-term measurement objectives for accounting for financial instruments. This Statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Management has not determined the impact, if any, of this Statement on the Corporation’s financial condition, results of operations, or cash flows.

SFAS No. 157:

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” This Statement defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Management has not determined the impact, if any, of this Statement on the Corporation’s financial condition, results of operations, or cash flows.

Note 4: Earnings Per Share and Stock-Based Compensation

Earnings Per Share:

Basic earnings per share (“EPS”) excludes dilution and is computed by dividing income available to common shareholders by the weighted-average number of shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the earnings of the entity. Stock options outstanding as of December 31, 2007 and 2006 were 734,700 and 608,593, respectively. Of these options outstanding as of December 31, 2007 and 2006, 597,000 and none, respectively, were excluded from the diluted EPS computation as their effect was anti-dilutive.

The following table provides the basic and diluted EPS computations for the quarters and six months ended December 31, 2007 and 2006, respectively.

	For the Quarter Ended December 31,		For the Six Months Ended December 31,
(In Thousands, Except Earnings Per Share)	For the Quarter Ended December 31,		For the Six Months Ended December 31,
	2007	2006	2007	2006
Numerator:
Net income – numerator for basic earnings per share and diluted earnings per share - income available to common stockholders

	$ 1,044	$ 1,235	$ 1,656	$ 6,261

Denominator:
Denominator for basic earnings per share: Weighted-average shares
	6,134	6,623	6,186	6,690

Effect of dilutive securities:
Stock option dilution	63	126	58	128
Restricted stock dilution	-	1	1	2

Denominator for diluted earnings per share:
Adjusted weighted-average shares and assumed conversions	6,197	6,750	6,245	6,820

Basic earnings per share	$ 0.17	$ 0.19	$ 0.27	$ 0.94
Diluted earnings per share	$ 0.17	$ 0.18	$ 0.27	$ 0.92

SFAS No. 123R, “Share-Based Payment,” requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and directors. Effective July 1, 2005, the Corporation adopted SFAS No. 123R using the modified prospective method under which the provisions of SFAS No. 123R are applied to new awards and to awards modified, repurchased or cancelled after June 30, 2005 and to awards outstanding on June 30, 2005 for which requisite service has not yet been rendered.

The adoption of SFAS No. 123R resulted in incremental stock-based compensation expense and is solely related to issued and unvested stock option grants. The incremental stock-based compensation expense for the quarters ended December 31, 2007 and 2006 was $136,000 and $105,000, respectively. For the six months ended December 31, 2007 and 2006, the incremental stock-based compensation expense was $276,000 and $138,000, respectively. For the first six months of fiscal 2008 and 2007, cash provided by operating activities decreased by $6,000 and $32,000, respectively, and cash provided by financing activities increased by an identical amount, respectively, related to excess tax benefits from stock-based payment arrangements. These amounts are reflective of the tax benefit for stock options exercised and restricted stock distributions during the respective periods.

Note 5: Operating Segment Reports

The Corporation operates in two business segments: community banking through the Bank and mortgage banking through Provident Bank Mortgage (“PBM”), a division of the Bank.

The following tables set forth condensed statements of operations and total assets for the Corporation’s operating segments for the quarters and six months ended December 31, 2007 and 2006, respectively (in thousands).

	For the Quarter Ended December 31, 2007
			Provident
	Provident		Bank		Consolidated
	Bank		Mortgage		Totals

Net interest income (loss), after provision for loan losses	$ 8,624		$ (1,196	)	$ 7,428

Non-interest income:
Loan servicing and other fees (1)	63		450		513
Gain on sale of loans, net	10		924		934
Deposit account fees	785		-		785
Net (loss) gain on sale of real estate	(236	)	7		(229	)
Other	451		(507	)	(56	)
Total non-interest income	1,073		874		1,947

Non-interest expense:
Salaries and employee benefits	3,321		1,201		4,522
Premises and occupancy	491		340		831
Operating and administrative expenses	926		1,041		1,967
Total non-interest expense	4,738		2,582		7,320
Income (loss) before taxes	$ 4,959		$ (2,904	)	$ 2,055
Total assets, end of period	$ 1,619,102		$ 21,389		$ 1,640,491

(1)	Includes an inter-company charge of $352 credited to PBM by the Bank during the period to compensate PBM for originating loans held for investment.

	For the Quarter Ended December 31, 2006
			Provident
	Provident		Bank		Consolidated
	Bank		Mortgage		Totals

Net interest income (loss), after provision for loan losses	$ 6,788		$ (49	)	$ 6,739

Non-interest income:
Loan servicing and other fees (1)	(421	)	909		488
Gain on sale of loans, net	19		2,900		2,919
Deposit account fees	510		-		510
Net gain on sale of real estate	27		-		27
Other	328		2		330
Total non-interest income	463		3,811		4,274

Non-interest expense:
Salaries and employee benefits	3,324		2,295		5,619
Premises and occupancy	488		257		745
Operating and administrative expenses	907		1,212		2,119
Total non-interest expense	4,719		3,764		8,483
Income (loss) before taxes	$ 2,532		$ (2	)	$ 2,530
Total assets, end of period	$ 1,662,127		$ 109,744		$ 1,771,871

(1)	Includes an inter-company charge of $751 credited to PBM by the Bank during the period to compensate PBM for originating loans held for investment.

	For the Six Months Ended December 31, 2007
			Provident
	Provident		Bank		Consolidated
	Bank		Mortgage		Totals

Net interest income (loss), after provision for loan losses	$ 17,334		$ (2,052	)	$ 15,282

Non-interest income:
Loan servicing and other fees (1)	(1	)	1,005		1,004
Gain on sale of loans, net	33		1,023		1,056
Deposit account fees	1,443		-		1,443
Net (loss) gain on sale of real estate	(181	)	13		(168	)
Other	653		(666	)	(13	)
Total non-interest income	1,947		1,375		3,322

Non-interest expense:
Salaries and employee benefits	6,801		2,845		9,646
Premises and occupancy	1,041		497		1,538
Operating and administrative expenses	1,915		1,989		3,904
Total non-interest expense	9,757		5,331		15,088
Income (loss) before taxes	$ 9,524		$ (6,008	)	$ 3,516
Total assets, end of period	$ 1,619,102		$ 21,389		$ 1,640,491

(1)	Includes an inter-company charge of $695 credited to PBM by the Bank during the period to compensate PBM for originating loans held for investment.

	For the Six Months Ended December 31, 2006
			Provident
	Provident		Bank	Consolidated
	Bank		Mortgage	Totals

Net interest income, after provision for loan losses	$ 16,614		$ 227	$ 16,841

Non-interest income:
Loan servicing and other fees (1)	(516	)	1,480	964
Gain on sale of loans, net	127		6,284	6,411
Deposit account fees	1,032		-	1,032
Net gain on sale of real estate	2,340		-	2,340
Other	919		2	921
Total non-interest income	3,902		7,766	11,668

Non-interest expense:
Salaries and employee benefits	6,790		4,477	11,267
Premises and occupancy	1,029		500	1,529
Operating and administrative expenses	1,914		2,222	4,136
Total non-interest expense	9,733		7,199	16,932
Income before taxes	$ 10,783		$ 794	$ 11,577
Total assets, end of period	$ 1,662,127		$ 109,744	$ 1,771,871

(1)	Includes an inter-company charge of $1.2 million credited to PBM by the Bank during the period to compensate PBM for originating loans held for investment.

Note 6: Derivative and Other Financial Instruments with Off-Balance Sheet Risks

Corporation’s exposure to credit loss, in the event of non-performance by the counterparty to these financial instruments, is represented by the contractual amount of these instruments. The Corporation uses the same credit policies in entering into financial instruments with off-balance sheet risk as it does for on-balance sheet instruments. As of December 31, 2007 and June 30, 2007, the Corporation had commitments to extend credit (on loans to be held for investment and loans to be held for sale) of $29.7 million and $44.5 million, respectively.

	December 31,	June 30,
Commitments	2007	2007
(In Thousands)

Undisbursed loan funds – Construction loans	$ 20,366	$ 25,484
Undisbursed lines of credit – Single-family loans	3,472	3,326
Undisbursed lines of credit – Commercial business loans	10,330	14,532
Undisbursed lines of credit – Consumer loans	1,868	1,637
Commitments to extend credit on loans to be held for investment	19,725	9,387
Total	$ 55,761	$ 54,366

In accordance with SFAS No. 133 and interpretations of the Derivatives Implementation Group of the FASB, the fair value of the commitments to extend credit on loans to be held for sale, forward loan sale agreements, forward commitments to purchase mortgage-backed securities (“MBS”), put option contracts and call option contracts are recorded at fair value on the balance sheet, and are included in other assets or other liabilities. The Corporation does not apply hedge accounting to its derivative financial instruments; therefore, all changes in fair value are recorded in earnings. The net impact of derivative financial instruments on the Consolidated Statements of Operations during the quarters ended December 31, 2007 and 2006 was a gain of $30,000 and a loss of $150,000, respectively. For the six months ended December 31, 2007 and 2006, the net impact of derivative financial instruments on the consolidated statements of operations was a loss of $42,000 and a gain of $169,000, respectively.

	December 31, 2007				June 30, 2007				December 31, 2006
			Fair				Fair				Fair
Derivative Financial Instruments	Amount		Value		Amount		Value		Amount		Value
(In Thousands)

Commitments to extend credit
on loans to be held for sale (1)	$ 9,995		$ (29	)	$ 35,130		$ 24		$ 31,043		$ (55	)
Forward loan sale agreements	(9,995	)	-		(27,012	)	(51	)	(19,500	)	43
Forward commitments to purchase
MBS	-		-		6,500		23		-		-
Put option contracts	-		-		(11,500	)	112		(7,500	)	24
Call option contracts	-		-		1,000		4		-		-
Total	$ -		$ (29	)	$ 4,118		$ 112		$ 4,043		$ 12

(1)	Net of 57.0 percent at December 31, 2007, 34.7 percent at June 30, 2007 and 35.0 percent at December 31, 2006 of commitments, which may not fund.

Note 7: Income Taxes

In July 2006, the FASB issued FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109”. FIN 48 prescribes a more-likely-than-not threshold for the financial statement recognition of uncertain tax positions. In this regard, an uncertain tax position represents the Corporation’s expected treatment of a tax position taken in a filed tax return, or planned to be taken in a future tax return, that has not been reflected in measuring income tax expense for financial reporting purposes. FIN 48 clarifies the accounting for income taxes by prescribing a minimum recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 provides guidance on the financial statement recognition, measurement, presentation and disclosure of income tax uncertainties with respect to positions taken or expected to be taken in income tax returns.

On July 1, 2007, the Corporation adopted the provisions of FIN 48 and had no cumulative effect or adjustment recognized upon adoption. In addition, as a result of adoption of FIN 48, the Corporation does not have any unrecognized tax benefits as a result of uncertainty in income taxes on its Condensed Consolidated Statements of Financial Condition as of July 1, 2007 and December 31, 2007. It is the Corporation’s policy to record any penalties or interest arising from federal or state taxes as a component of other expense. There were no penalties or interest included in the Condensed Consolidated Statement of Operations for the quarter ended December 31, 2007. Also, the Corporation does not anticipate any changes in the amount of unrecognized tax benefits prior to the end of fiscal year 2008. The Corporation files income tax returns with the United States federal and state of California jurisdictions. The Corporation is no longer subject to United States federal and state income tax examinations by tax authorities for years ended on or before June 30, 2003. Accordingly, the tax years ended June 30, 2004 through 2007 remain open to examination by the federal and state taxing authorities. In January 2008, the Corporation received a notice that the 2006 tax return will be examined by the Internal Revenue Service, in a routine audit.

Note 8: Subsequent Events

On January 31, 2008, the Corporation announced a cash dividend of $0.18 per share on the Corporation’s outstanding shares of common stock for shareholders of record as of the close of business on February 25, 2008, payable on March 21, 2008.

ITEM 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management's discussion and analysis gives effect to the restatement discussed in Note 1 to the accompanying condensed consolidated financial statements.

General

Provident Financial Holdings, Inc., a Delaware corporation, was organized in January 1996 for the purpose of becoming the holding company of Provident Savings Bank, F.S.B. upon the Bank’s conversion from a federal mutual to a federal stock savings bank (“Conversion”). The Conversion was completed on June 27, 1996. At December 31, 2007, the Corporation had total assets of $1.64 billion, total deposits of $1.01 billion and total stockholders’ equity of $126.1 million. The Corporation has not engaged in any significant activity other than holding the stock of the Bank. Accordingly, the information set forth in this report, including financial statements and related data, relates primarily to the Bank and its subsidiaries.

The Bank, founded in 1956, is a federally chartered stock savings bank headquartered in Riverside, California. The Bank is regulated by the Office of Thrift Supervision (“OTS”), its primary federal regulator, and the Federal Deposit Insurance Corporation (“FDIC”), the insurer of its deposits. The Bank’s deposits are federally insured up to applicable limits by the FDIC. The Bank has been a member of the Federal Home Loan Bank System since 1956.

The Bank’s business consists of community banking activities and mortgage banking activities. Community banking activities primarily consist of accepting deposits from customers within the communities surrounding the Bank’s full service offices and investing those funds in single-family loans, multi-family loans, commercial real estate loans, construction loans, commercial business loans, consumer loans and other real estate loans. The Bank also offers business checking accounts, other business banking services, and services loans for others. Mortgage banking activities consist of the origination and sale of mortgage and consumer loans secured primarily by single-family residences. The Bank’s revenues are derived principally from interest on its loans and investment securities and fees generated through its community banking and mortgage banking activities. There are various risks inherent in the Bank’s business including, among others, the general business environment, interest rates, the California real estate market, the demand for loans, the prepayment of loans, the repurchase of loans previously sold to investors, competitive conditions between banks and non-bank financial services providers, regulatory changes, fraud and other risks.

The Corporation, from time to time, may repurchase its common stock. The Corporation evaluates the repurchase of its common stock when the market price of the stock is lower than its book value and/or the Corporation believes that the current market price is not commensurate with its current and future earnings potential.

Consideration is also given to the Corporation’s liquidity, regulatory capital requirements and future capital needs based on the Corporation’s current business plan. The Corporation’s Board of Directors authorizes each stock repurchase program, the duration of which is typically one year. Once the stock repurchase program is authorized, management may repurchase the Corporation’s common stock from time to time in the open market or in privately negotiated transactions, depending upon market conditions and the factors described above. On June 25, 2007, the Corporation announced that its Board of Directors authorized the repurchase of up to five percent of its outstanding common stock, or approximately 318,847 shares, over a one-year period. For additional information regarding the Corporation’s repurchases during the quarter ended December 31, 2007, see Part II, Item 2 – “Unregistered Sales of Equity Securities and Use of Proceeds” on page 40 of the Original Form 10-Q ended December 31, 2007.

The Corporation began to distribute quarterly cash dividends in the quarter ended September 30, 2002. On October 25, 2007, the Corporation announced a quarterly cash dividend of $0.18 per share for the Corporation’s shareholders of record at the close of business on November 19, 2007, which was paid on December 14, 2007. Future declarations or payments of dividends will be subject to the consideration of the Corporation’s Board of Directors, which will take into account the Corporation’s financial condition, results of operations, tax considerations, capital requirements, industry standards, economic conditions and other factors, including the regulatory restrictions which affect the payment of dividends by the Bank to the Corporation. Under Delaware law, dividends may be paid either out of surplus or, if there is no surplus, out of net profits for the current fiscal year and/or the preceding fiscal year in which the dividend is declared.

Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to assist in understanding the financial condition and results of operations of the Corporation. The information contained in this section should be read in conjunction with the Unaudited Interim Condensed Consolidated Financial Statements and accompanying selected Notes to Unaudited Interim Condensed Consolidated Financial Statements.

Safe-Harbor Statement

Certain matters in this quarterly report on Form 10-Q/A for the quarter ended December 31, 2007 constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to, among others, expectations of the business environment in which the Corporation operates, projections of future performance, perceived opportunities in the market, potential future credit experience, and statements regarding the Corporation’s mission and vision. These forward-looking statements are based upon management expectations, and may, therefore, involve risks and uncertainties. The Corporation’s actual results, performance, or achievements may differ materially from those suggested, expressed, or implied by forward-looking statements as a result of a wide range of factors including, but not limited to the general business environment, the credit risks of lending activities, the ability to access cost-effective funding, interest rates, the California real estate market, the demand for loans, the repurchase of loans previously sold to investors, competitive conditions between banks and non-bank financial services providers, regulatory changes, fraud, and other risks disclosed herein or detailed in the Corporation’s reports filed with the SEC, including the Annual Report on Form 10-K, as amended, for the fiscal year ended June 30, 2007. Forward-looking statements are effective only as of the date that they are made and the Corporation assumes no obligation to update forward-looking information.

Critical Accounting Policies

The discussion and analysis of the Corporation’s financial condition and results of operations are based upon the Corporation’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of the financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Accounting for the allowance for loan losses involves significant judgment and assumptions by management, which have a material impact on the carrying value of net loans. Management considers this accounting policy to be a critical accounting policy. The allowance is based on two principles of accounting: (i) SFAS No. 5, “Accounting for Contingencies,” which requires that losses be accrued when they are probable of occurring and can be estimated; and (ii) SFAS No. 114, “Accounting by Creditors for Impairment of a Loan,” and SFAS No. 118,

“Accounting by Creditors for Impairment of a Loan-Income Recognition and Disclosures,” which require that losses be accrued based on the differences between the value of collateral, present value of future cash flows or values that are observable in the secondary market and the loan balance. The allowance has two components: a formula allowance for groups of homogeneous loans and a specific valuation allowance for identified problem loans. Each of these components is based upon estimates that can change over time. The formula allowance is based primarily on historical experience and as a result can differ from actual losses incurred in the future. The history is reviewed at least quarterly and adjustments are made as needed. Various techniques are used to arrive at specific loss estimates, including historical loss information, discounted cash flows and the fair market value of collateral. The use of these techniques is inherently subjective and the actual losses could be greater or less than the estimates. For further details, see “Comparison of Operating Results for the Quarters and Six Months Ended December 31, 2007 and 2006 - Provision for Loan Losses” on page 25 of this Form 10-Q/A.

Interest is generally not accrued on any loan when its contractual payments are 90 days or more delinquent or if the loan is deemed impaired. In addition, interest is not recognized on any loan where management has determined that collection is not reasonably assured. A non-accrual loan may be restored to accrual status when delinquent principal and interest payments are brought current and future monthly principal and interest payments are expected to be collected.

SFAS No. 133, “Accounting for Derivative Financial Instruments and Hedging Activities,” requires that derivatives of the Corporation be recorded in the consolidated financial statements at fair value. Management considers this accounting policy to be a critical accounting policy. The Bank’s derivatives are primarily the result of its mortgage banking activities in the form of commitments to extend credit, commitments to sell loans, commitments to purchase MBS and option contracts to mitigate the risk of the commitments. Estimates of the percentage of commitments to extend credit on loans to be held for sale that may not fund are based upon historical data and current market trends. The fair value adjustments of the derivatives are recorded in the consolidated statements of operations with offsets to other assets or other liabilities in the consolidated statements of financial condition.

Executive Summary and Operating Strategy

Provident Savings Bank, F.S.B. established in 1956 is a financial services company committed to serving consumers and small to mid-sized businesses in the Inland Empire region of Southern California. The Bank conducts its business operations as Provident Bank, Provident Bank Mortgage, a division of the Bank, and through its subsidiary, Provident Financial Corp. The business activities of the Corporation, primarily through the Bank and its subsidiary, consist of community banking, mortgage banking, and to a lesser degree, investment services and real estate operations.

Community banking operations primarily consist of accepting deposits from customers within the communities surrounding the Bank’s full service offices and investing those funds in single-family, multi-family, commercial real estate, construction, commercial business, consumer and other loans. Additionally, certain fees are collected from depositors, such as non-sufficient fund fees, deposit account service charges, ATM fees, IRA/KEOGH fees, safe deposit box fees, travelers check fees, and wire transfer fees, among others. The primary source of income in community banking is net interest income, which is the difference between the interest income earned on loans and investment securities, and the interest expense paid on interest-bearing deposits and borrowed funds. During the next three years the Corporation intends to increase the community banking business by growing total assets; restructuring the balance sheet by decreasing the percentage of investment securities to total assets and increasing the percentage of loans held for investment to total assets; decreasing the concentration of single-family mortgage loans within loans held for investment; and increasing the concentration of higher yielding multi-family, commercial real estate, construction and commercial business loans (which are sometimes referred to in this report as “preferred loans”). It should be noted however, that currently, the Bank has deemphasized construction loan originations given the current real estate market. In addition, over time, the Corporation intends to decrease the percentage of time deposits in its deposit base and to increase the percentage of lower costing checking and savings accounts. This strategy is intended to improve core revenue through a higher net interest margin and ultimately, coupled with the growth of the Corporation, an increase in net interest income.

Mortgage banking operations primarily consist of the origination and sale of mortgage loans secured by single-family residences. The primary sources of income in mortgage banking are gain on sale of loans and certain fees collected from borrowers in connection with the loan origination process. During the second quarter ended

December 31, 2007, the Bank closed PBM loan production offices in Diamond Bar, La Quinta, San Diego, Temecula and Torrance, California. The closure of the PBM loan offices was due primarily to the decline in loan demand, resulting from, among others, the declining real estate market, stricter loan underwriting standards and the well documented deterioration of the mortgage banking environment. For the second quarter ended December 31, 2007, the charge related to the action described above was approximately $210,000. As of December 31, 2007, the Bank does not believe that additional charges will be incurred with respect to this action. The Corporation will continue to monitor and adjust its operations in response to the rapidly changing mortgage banking environment. Changes may include a different product mix, further tightening of underwriting standards, a further reduction in operating expenses or a combination of these and other changes.

Investment services operations primarily consist of selling alternative investment products such as annuities and mutual funds to our depositors and provided by strategic partners. Real estate operations primarily consist of loan foreclosures and the sale of real estate owned by the Bank. Each of these businesses generates a relatively small portion of the Corporation’s net income.

There are a number of risks associated with the business activities of the Corporation, many of which are beyond the Corporation’s control, including: changes in accounting principles and changes in regulation, among others. The Corporation attempts to mitigate many of these risks through prudent banking practices such as interest rate risk management, credit risk management, operational risk management, and liquidity management. The current economic environment presents heightened risk for the Corporation primarily with respect to falling real estate values. Declining real estate values may lead to higher loan losses since the majority of the Corporation’s loans are secured by real estate located within California. Significant declines in California real estate may inhibit the Corporation’s ability to recover on defaulted loans by selling the underlying real estate.

Off-Balance Sheet Financing Arrangements and Contractual Obligations

The following table summarizes the Corporation’s contractual obligations at December 31, 2007 and the effect these obligations are expected to have on the Corporation’s liquidity and cash flows in future periods (in thousands):

	Payments Due by Period
	1 year	Over 1 year	Over 3 years	Over
	or less	to 3 years	to 5 years	5 years	Total
Operating lease obligations	$ 813	$ 1,286	$ 640	$ 813	$ 3,552
Time deposits	532,124	150,498	4,487	-	687,109
FHLB – San Francisco advances	245,730	168,415	113,686	2,670	530,501
FHLB – San Francisco letter of credit	2,000	-	-	-	2,000
Total	$ 780,667	$ 320,199	$ 118,813	$ 3,483	$ 1,223,162

The expected obligation for time deposits and FHLB – San Francisco advances include anticipated interest accruals based on the respective contractual terms.

Comparison of Financial Condition at December 31, 2007 and June 30, 2007

Total assets decreased $8.4 million, or one percent, to $1.64 billion at December 31, 2007 from $1.65 billion at June 30, 2007. The decrease was primarily attributable to decreases in the receivable from sale of loans and FHLB – San Francisco stock, partly offset by an increase in loans held for investment.

Total investment securities increased $2.7 million, or two percent, to $153.5 million at December 31, 2007 from $150.8 million at June 30, 2007. The increase was primarily the result of the purchase of $41.2 million of investment securities in the first six months of fiscal 2008, partly offset by $16.1 million maturing and $23.4 million of scheduled and accelerated principal payments on mortgage-backed securities. The Bank evaluates individual investment securities quarterly for other-than-temporary declines in market value. The Bank does not believe that there are any other-than-temporary impairments at December 31, 2007; therefore, no impairment losses have been recorded as of December 31, 2007.

Loans held for investment increased $44.7 million, or three percent, to $1.40 billion at December 31, 2007 from $1.35 billion at June 30, 2007. During the first six months of fiscal 2008, the Bank originated $185.7 million of loans held for investment, $119.7 million, or 64 percent, were “preferred loans” (multi-family, commercial real estate, construction and commercial business loans), which includes the purchase of $71.5 million of loans. The loans purchased in the first six months of fiscal 2008 are secured by real estate located primarily in California (property inspections were performed on those loans above $400,000) and all loans were underwritten by the Corporation prior to purchase using the same underwriting criteria as an originated loan. Total loan principal payments during the first six months of fiscal 2008 were $134.7 million, compared to $178.6 million during the first six months of fiscal 2007. The balance of preferred loans increased to $576.8 million, or 41 percent of loans held for investment at December 31, 2007, as compared to $522.9 million, or 39 percent of loans held for investment at June 30, 2007. Purchased loans serviced by others at December 31, 2007 were $159.6 million, or 11 percent of loans held for investment, compared to $159.8 million, or 12 percent of loans held for investment at June 30, 2007.

The table below describes the geographic dispersion of real estate secured loans held for investment at December 31, 2007, as a percentage of the total dollar amount outstanding:

Loan Category	Inland Empire	Southern California (1)	Other California	Other States	Total
Single-family	30%	55%	13%	2%	100%
Multi-family	9%	70%	18%	3%	100%
Commercial real estate	46%	46%	7%	1%	100%
Construction	69%	31%	-	-	100%
Other	100%	-	-	-	100%
Total	27%	57%	14%	2%	100%

(1) Other than the Inland Empire.

The receivable from the sale of loans decreased $41.4 million, or 68 percent, to $19.1 million at December 31, 2007 from $60.5 million at June 30, 2007. The decrease was attributable to fewer loans originated for sale and the timing differences between loan sale and loan sale settlement dates.

Total deposits increased $4.3 million, or less than one percent, to $1.01 billion at December 31, 2007 from $1.00 billion at June 30, 2007. This increase was primarily attributable to an increase of $17.0 million in time deposits, partly offset by a decrease of $12.7 million in transaction accounts. The decrease in transaction accounts and the increase in time deposits was primarily attributable to depositors switching to time deposits from transaction accounts, seeking higher interest rates.

Borrowings, which consisted primarily of FHLB – San Francisco advances, decreased $8.4 million, or two percent, to $494.4 million at December 31, 2007 from $502.8 million at June 30, 2007. The decrease in borrowings was primarily the result of the decreases in the receivable from sale of loans and the FHLB – San Francisco stock, partly offset by the increase in loans held for investment. The weighted-average maturity of the Bank’s FHLB – San Francisco advances was approximately 19 months (15 months, if put options are exercised by the FHLB – San Francisco) at December 31, 2007 as compared to the weighted-average maturity of 23 months (18 months, if put options are exercised by the FHLB – San Francisco) at June 30, 2007.

Total stockholders’ equity decreased $2.7 million, or two percent, to $126.1 million at December 31, 2007, from $128.8 million at June 30, 2007, primarily as a result of common stock repurchases and the quarterly cash dividends paid during the first six months of fiscal 2008, which was partly offset by net income and share based payment activity during the first six months of fiscal 2008. During the first six months of fiscal 2008, a total of 7,500 stock options with an average strike price of $9.15 per share were exercised. Also, a total of 187,081 shares of common stock were repurchased during the first six months of fiscal 2008 under the June 2007 stock repurchase program at an average price of $21.78 per share. As of December 31, 2007, 59 percent of the authorized shares of the June 2007 stock repurchase program were purchased, leaving 131,766 shares available for future repurchase. During the first six months of fiscal 2008, the Corporation repurchased 930 shares of restricted stock in lieu of distribution to employees (to satisfy the minimum income tax required to be withheld from employees) at an average price of $22.66 per share. The total cash dividend paid to the Corporation’s shareholders in the first six months of fiscal 2008 was $2.3 million.

Comparison of Operating Results for the Quarters and Six Months Ended December 31, 2007 and 2006

The Corporation’s net income for the second quarter ended December 31, 2007 was $1.0 million, a decrease of $191,000, or 15 percent, from $1.2 million during the same quarter of fiscal 2007. This decrease was primarily attributable to decreases in net interest income and non-interest income, partly offset by decreases in the provision for loan losses and operating expenses. For the six months ended December 31, 2007, the Corporation’s net income was $1.7 million, down $4.6 million, from $6.3 million during the same period of fiscal 2007. This decrease was primarily a result of the decreases in net interest income and non-interest income, partly offset by decreases in the provision for loan losses and operating expenses.

The Corporation’s net interest income (before the provision for loan losses) decreased by $917,000, or nine percent, to $9.6 million for the quarter ended December 31, 2007 from $10.5 million during the comparable period of fiscal 2007. This decrease was the result of a lower net interest margin and lower average earning assets. The net interest margin decreased to 2.42 percent in the second quarter of fiscal 2008, down eight basis points from 2.50 percent for the same period of fiscal 2007. The decrease in the net interest margin during the second quarter of fiscal 2008 was primarily attributable to an increase in the average cost of funds and a decrease in the average yield on earning assets. The average balance of earning assets decreased $93.2 million, or six percent, to $1.58 billion in the second quarter of fiscal 2008 from $1.68 billion in the comparable period of fiscal 2007. For the six months ended December 31, 2007, net interest income (before the provision for loan losses) was $18.9 million, down $2.3 million or 11 percent from $21.2 million during the same period of fiscal 2007. This decrease was the result of a lower net interest margin and lower average earning assets. The net interest margin decreased to 2.41 percent in the first six months of fiscal 2008, down 17 basis points from 2.58 percent during the same period of fiscal 2007. The average balance of earning assets decreased $71.9 million, or four percent, to $1.57 billion in the first six months of fiscal 2008 from $1.64 billion in the comparable period of fiscal 2007.

The Corporation’s efficiency ratio increased to 64 percent in the second quarter of fiscal 2008 from 57 percent in the same period of fiscal 2007. For the six months ended December 31, 2007 and 2006, the efficiency ratio was 68 percent and 51 percent, respectively. The deterioration in the efficiency ratio was a result of the declines in net interest income and non-interest income, which outpaced the decline in non-interest expense.

Return on average assets for the quarter ended December 31, 2007 decreased three basis points to 0.26 percent from 0.29 percent in the same period last year. For the six months ended December 31, 2007 and 2006, the return on average assets was 0.21 percent and 0.74 percent, respectively, a decrease of 53 basis points.

Return on average equity for the quarter ended December 31, 2007 decreased to 3.30 percent from 3.64 percent for the same period last year. For the six months ended December 31, 2007, the return on average equity decreased to 2.60 percent from 9.15 percent for the same period last year.

Diluted earnings per share for the quarter ended December 31, 2007 were $0.17, a decrease of six percent from $0.18 for the quarter ended December 31, 2006. For the six months ended December 31, 2007 and 2006, diluted earnings per share were $0.27 and $0.92, respectively, a decrease of 71 percent.

Interest Income. Total interest income decreased by $1.5 million, or six percent, to $24.0 million for the second quarter of fiscal 2008 from $25.5 million in the same quarter of fiscal 2007. This decrease was primarily the result of a lower average balance of earning assets and a lower average earning asset yield. The average yield on earning assets during the second quarter of fiscal 2008 was 6.07 percent, one basis point lower than the average yield of 6.08 percent during the same period of fiscal 2007.

Loan interest income decreased $1.3 million, or six percent, to $21.7 million in the quarter ended December 31, 2007 from $23.0 million for the same quarter of fiscal 2007. This decrease was attributable to a lower average loan balance and a lower average loan yield. The average balance of loans outstanding, including the receivable from sale of loans and loans held for sale, decreased $51.2 million, or four percent, to $1.40 billion during the second quarter of fiscal 2008 from $1.45 billion during the same quarter of fiscal 2007. The average loan yield during the second quarter of fiscal 2008 decreased 14 basis points to 6.21 percent from 6.35 percent during the same quarter last year. The decrease in the average loan yield was primarily attributable to accrued interest reversals from newly classified non-accrual loans and loan payoffs which carried a higher average yield, partly offset by mortgage loans originated with higher interest rates, the upward repricing of adjustable rate loans during the period and a higher percentage of preferred loans, which generally have a higher yield.

Interest income from investment securities increased $45,000, or two percent, to $1.9 million during the quarter ended December 31, 2007 from the same quarter of fiscal 2007. This increase was primarily a result of an increase in average yield, partly offset by a decrease in the average balance. The average balance of investment securities decreased $30.9 million, or 17 percent, to $153.8 million in the second quarter of fiscal 2008 from $184.7 million in the same quarter of fiscal 2007. During the second quarter of fiscal 2008, the Bank purchased $26.4 million of investment securities, while $6.0 million matured and $11.4 million of principal payments were received on MBS. The average yield on the investment securities increased 93 basis points to 4.95 percent during the quarter ended December 31, 2007 from 4.02 percent during the quarter ended December 31, 2006. The increase in the average yield of investment securities was primarily a result of the new purchases with a higher average yield (5.38 percent versus the average yield of 4.95 percent), the maturities with an average yield of 3.27 percent and a net discount accretion during the period. The net discount accretion in the second quarter of fiscal 2008 was $4,000, compared to a net premium amortization of $11,000 in the same quarter of fiscal 2007.

FHLB – San Francisco stock dividends decreased by $161,000, or 27 percent, to $432,000 in the second quarter of fiscal 2008 from $593,000 in the same period of fiscal 2007. This decrease was attributable to a lower average balance and a lower average yield. The average balance of FHLB – San Francisco stock decreased $10.3 million to $31.0 million during the second quarter of fiscal 2008 from $41.3 million during the same period of fiscal 2007. The average balance of FHLB – San Francisco stock was consistent with the borrowing requirements of the FHLB – San Francisco. The average yield on FHLB – San Francisco stock decreased 16 basis points to 5.58 percent during the second quarter of fiscal 2008 from 5.74 percent during the same period last year.

For the six months ended December 31, 2007, total interest income decreased by $1.9 million, or four percent, to $47.8 million from $49.7 million in the same period of fiscal 2007. This decrease was primarily the result of a lower average balance of earning assets, partly offset by a higher average earning asset yield. The average yield on earning assets during the first six months of fiscal 2008 was 6.08 percent, four basis points higher than the average yield of 6.04 percent during the same period of fiscal 2007.

Loan interest income decreased $1.8 million, or four percent, to $43.2 million in the six months ended December 31, 2007 from $45.0 million for the same period of fiscal 2007. This decrease was attributable to a lower average loan balance and a lower average loan yield. The average balance of loans outstanding, including the receivable from sale of loans and loans held for sale, decreased $31.9 million, or two percent, to $1.39 billion during the first six months of fiscal 2008 from $1.42 billion during the same period of fiscal 2007. The average loan yield during the first six months of fiscal 2008 decreased 11 basis points to 6.23 percent from 6.34 percent during the same period last year. The decrease in the average loan yield was primarily attributable to accrued interest reversals from newly classified non-accrual loans and loan payoffs which carried a higher average yield, partly offset by mortgage loans originated with higher interest rates, the upward repricing of adjustable rate loans during the period and a higher percentage of preferred loans, which generally have a higher yield.

Interest income from investment securities increased $93,000 to $3.6 million during the six months ended December 31, 2007 from the same period of fiscal 2007. This increase was primarily a result of an increase in average yield, partly offset by a decrease in the average balance. The average balance of investment securities decreased $32.3 million, or 18 percent, to $151.6 million in the first six months of fiscal 2008 from $183.9 million in the same period of fiscal 2007. During the first six months of fiscal 2008, $41.2 million of investment securities were purchased and $16.1 million matured, while $23.4 million of principal payments were received on MBS. The average yield on the investment securities increased 95 basis points to 4.81 percent during the six months ended December 31, 2007 from 3.86 percent during the six months ended December 31, 2006. The increase in the average yield of investment securities was primarily a result of the new purchases with a higher average yield (5.40 percent versus the average yield of 4.81 percent), the maturities with an average yield of 3.16 percent and an increase in the accelerated principal payments on MBS with a corresponding increase to the net MBS discount accretion. The net discount accretion in the first six months of fiscal 2008 was $7,000, compared to a net premium amortization of $27,000 in the same quarter of fiscal 2007.

FHLB – San Francisco stock dividends decreased by $206,000, or 19 percent, to $901,000 in the first six months of fiscal 2008 from $1.1 million in the same period of fiscal 2007. This decrease was attributable to a lower average yield and a lower average balance. The average yield on FHLB – San Francisco stock decreased nine basis points to 5.47 percent during the first six months of fiscal 2008 from 5.56 percent during the same period last year. The average balance of FHLB – San Francisco stock decreased $6.8 million to $33.0 million during the first six months

of fiscal 2008 from $39.8 million during the same period of fiscal 2007. The average balance of FHLB – San Francisco stock was consistent with the borrowing requirements of the FHLB – San Francisco.

Interest Expense. Total interest expense for the quarter ended December 31, 2007 was $14.5 million as compared to $15.0 million for the same period of fiscal 2007, a decrease of $513,000, or three percent. This decrease was primarily attributable to a lower average balance, partly offset by a higher average cost of interest-bearing liabilities. The average balance of interest-bearing liabilities, principally deposits and borrowings, decreased $79.9 million, or five percent, to $1.47 billion during the second quarter of fiscal 2008 from $1.55 billion during the same period of fiscal 2007. The average cost of interest-bearing liabilities was 3.90 percent during the quarter ended December 31, 2007, up seven basis points from 3.83 percent during the same period of fiscal 2007.

Interest expense on deposits for the quarter ended December 31, 2007 was $9.2 million as compared to $7.5 million for the same period of fiscal 2007, an increase of $1.7 million, or 23 percent. The increase in interest expense on deposits was primarily attributable to a higher average cost and a higher average balance. The average cost of deposits increased to 3.62 percent during the quarter ended December 31, 2007 from 3.22 percent during the same quarter of fiscal 2007, an increase of 40 basis points. The increase in the average cost of deposits was attributable primarily to a higher composition of time deposits and the checking account promotion costs (interest expense) totaling $92,000 during the period. The average balance of deposits increased $87.0 million, or nine percent, to $1.01 billion during the quarter ended December 31, 2007 from $921.3 million during the same period of fiscal 2007. The average balance of transaction accounts decreased by $25.5 million, or seven percent, to $343.0 million in the quarter ended December 31, 2007 from $368.5 million in the quarter ended December 31, 2006. The average balance of time deposits increased by $112.5 million, or 20 percent, to $665.3 million in the quarter ended December 31, 2007 compared to $552.8 million in the quarter ended December 31, 2006. The increase in time deposits is primarily attributable to the time deposit marketing campaign and depositors switching from transaction accounts to time deposits seeking higher interest rates. The average balance of transaction account deposits to total deposits in the second quarter of fiscal 2008 was 34 percent, compared to 40 percent in the same period of fiscal 2007.

Interest expense on borrowings, which consisted primarily of FHLB – San Francisco advances, for the quarter ended December 31, 2007 decreased $2.2 million, or 29 percent, to $5.3 million from $7.5 million for the same period of fiscal 2007. The decrease in interest expense on borrowings was primarily a result of a lower average balance and a lower average cost. The average balance of borrowings decreased $166.9 million, or 26 percent, to $465.5 million during the quarter ended December 31, 2007 from $632.4 million during the same period of fiscal 2007. The average cost of borrowings decreased to 4.50 percent for the quarter ended December 31, 2007 from 4.70 percent in the same quarter of fiscal 2007, a decrease of 20 basis points. The decrease in the average cost of borrowings was the result of lower short-term interest rates during the first six months of fiscal 2008 compared to the same period of fiscal 2007.

For the six months ended December 31, 2007, total interest expense was $28.8 million as compared to $28.4 million for the same period of fiscal 2007, an increase of $402,000, or one percent. This increase was primarily attributable to an increase in the average cost, partly offset by a lower average balance of interest-bearing liabilities. The average cost of interest-bearing liabilities was 3.91 percent during the six months ended December 31, 2007, up 20 basis points from 3.71 percent during the same period of fiscal 2007. The average balance of interest-bearing liabilities, principally deposits and borrowings, decreased $58.0 million, or four percent, to $1.46 billion during the first six months of fiscal 2008 from $1.52 billion during the same period of fiscal 2007.

Interest expense on deposits for the six months ended December 31, 2007 was $18.5 million as compared to $14.3 million for the same period of fiscal 2007, an increase of $4.2 million, or 29 percent. The increase in interest expense on deposits was primarily attributable to a higher average cost and a higher average balance. The average cost of deposits increased to 3.64 percent during the six months ended December 31, 2007 from 3.09 percent during the same period of fiscal 2007, an increase of 55 basis points. The increase in the average cost of deposits was primarily attributable to a higher composition of time deposits and the checking account promotion (interest expense) totaling $92,000 during the period. The average balance of deposits increased $88.1 million, or 10 percent, to $1.01 billion during the six months ended December 31, 2007 from $919.0 million during the same period of fiscal 2007. The average balance of transaction accounts decreased by $33.0 million, or nine percent, to $345.1 million in the six months ended December 31, 2007 from $378.1 million in the six months ended December 31, 2006. The average balance of time deposits increased by $121.2 million, or 22 percent, to $662.0 million in the six months ended December 31, 2007 as compared to $540.8 million in the six months ended December 31, 2006. The increase in time deposits is primarily attributable to depositors switching from transaction accounts to time

deposits seeking higher interest rates. The average balance of transaction account deposits to total deposits in the first six months of fiscal 2008 was 34 percent, compared to 41 percent in the same period of fiscal 2007.

Interest expense on borrowings, which consisted primarily of FHLB – San Francisco advances, for the six months ended December 31, 2007 decreased $3.7 million, or 26 percent, to $10.4 million from $14.1 million for the same period of fiscal 2007. The decrease in interest expense on borrowings was primarily a result of a lower average cost and a lower average balance. The average cost of borrowings decreased to 4.52 percent for the six months ended December 31, 2007 from 4.66 percent in the same period ended December 31, 2006, a decrease of 14 basis points. The decrease in the average cost of borrowings was the result of lower short-term interest rates in the first six months of fiscal 2008 as compared to the same period of fiscal 2007. The average balance of borrowings decreased $146.1 million, or 24 percent, to $455.1 million during the six months ended December 31, 2007 from $601.2 million during the same period of fiscal 2007.

The following table depicts the average balance sheets for the quarters and six months ended December 31, 2007 and 2006, respectively:

Average Balance Sheets

(Dollars in thousands)

	Quarter Ended			Quarter Ended
	December 31, 2007			December 31, 2006
	Average		Yield/	Average		Yield/
	Balance	Interest	Cost	Balance	Interest	Cost
Interest-earning assets:
Loans receivable, net (1)	$ 1,398,321	$ 21,700	6.21%	$ 1,449,531	$ 23,001	6.35%
Investment securities	153,816	1,902	4.95%	184,742	1,857	4.02%
FHLB – San Francisco stock	30,986	432	5.58%	41,294	593	5.74%
Interest-earning deposits	532	5	3.76%	1,377	18	5.23%

Total interest-earning assets	1,583,655	24,039	6.07%	1,676,944	25,469	6.08%

Non interest-earning assets	38,159			37,382

Total assets	$ 1,621,814			$ 1,714,326

Interest-bearing liabilities:
Checking and money market accounts (2)	$ 195,760	499	1.01%	$ 205,100	379	0.73%
Savings accounts	147,225	804	2.17%	163,404	671	1.63%
Time deposits	665,333	7,888	4.70%	552,793	6,437	4.62%

Total deposits	1,008,318	9,191	3.62%	921,297	7,487	3.22%

Borrowings	465,452	5,280	4.50%	632,402	7,497	4.70%

Total interest-bearing liabilities	1,473,770	14,471	3.90%	1,553,699	14,984	3.83%

Non interest-bearing liabilities	21,626			24,805

Total liabilities	1,495,396			1,578,504

Stockholders’ equity	126,418			135,822
Total liabilities and stockholders’ equity
Total liabilities and stockholders’ equity	$ 1,621,814			$ 1,714,326

Net interest income		$ 9,568			$ 10,485

Interest rate spread (3)			2.17%			2.25%
Net interest margin (4)			2.42%			2.50%
Ratio of average interest-earning assets to average interest-bearing liabilities

			107.46%			107.93%
Return on average assets			0.26%			0.29%
Return on average equity			3.30%			3.64%

(1) Includes the receivable from sale of loans, loans held for sale and non-accrual loans, as well as net deferred loan cost amortization of $210 and $161 for the quarters ended December 31, 2007 and 2006, respectively.
(2) Includes the average balance of non interest-bearing checking accounts of $42.9 million and $46.0 million during the quarters ended December 31, 2007 and 2006, respectively.
(3) Represents the difference between the weighted-average yield on all interest-earning assets and the weighted-average rate on all interest-bearing liabilities.
(4) Represents net interest income before provision for loan losses as a percentage of average interest-earning assets.

	Six Months Ended			Six Months Ended
	December 31, 2007			December 31, 2006
	Average		Yield/	Average		Yield/
	Balance	Interest	Cost	Balance	Interest	Cost
Interest-earning assets:
Loans receivable, net (1)	$ 1,386,524	$ 43,214	6.23%	$ 1,418,447	$ 44,959	6.34%
Investment securities	151,618	3,646	4.81%	183,916	3,553	3.86%
FHLB – San Francisco stock	32,951	901	5.47%	39,832	1,107	5.56%
Interest-earning deposits	639	14	4.38%	1,410	37	5.25%

Total interest-earning assets	1,571,732	47,775	6.08%	1,643,605	49,656	6.04%

Non interest-earning assets	37,441			38,602

Total assets	$ 1,609,173			$ 1,682,207

Interest-bearing liabilities:
Checking and money market accounts (2)	$ 196,851	924	0.93%	$ 208,455	732	0.70%
Savings accounts	148,232	1,591	2.13%	169,691	1,315	1.54%
Time deposits	662,049	15,946	4.78%	540,806	12,264	4.50%

Total deposits	1,007,132	18,461	3.64%	918,952	14,311	3.09%

Borrowings	455,075	10,373	4.52%	601,213	14,121	4.66%

Total interest-bearing liabilities	1,462,207	28,834	3.91%	1,520,165	28,432	3.71%

Non interest-bearing liabilities	19,555			25,215

Total liabilities	1,481,762			1,545,380

Stockholders’ equity	127,411			136,827
Total liabilities and stockholders’ equity
Total liabilities and stockholders’ equity	$ 1,609,173			$ 1,682,207

Net interest income		$ 18,941			$ 21,224

Interest rate spread (3)			2.17%			2.33%
Net interest margin (4)			2.41%			2.58%
Ratio of average interest-earning assets to average interest-bearing liabilities

			107.49%			108.12%
Return on average assets			0.21%			0.74%
Return on average equity			2.60%			9.15%

(1) Includes the receivable from sale of loans, loans held for sale and non-accrual loans, as well as net deferred loan cost amortization of $390 and $148 for the six months ended December 31, 2007 and 2006, respectively.
(2) Includes the average balance of non interest-bearing checking accounts of $42.7 million and $47.7 million during the six months ended December 31, 2007 and 2006, respectively.
(3) Represents the difference between the weighted-average yield on all interest-earning assets and the weighted-average rate on all interest-bearing liabilities.
(4) Represents net interest income before provision for loan losses as a percentage of average interest-earning assets.

The following table provides the rate/volume variances for the quarters and six months ended December 31, 2007 and 2006, respectively:

Rate/Volume Variance

(In Thousands)

	Quarter Ended December 31, 2007 Compared
	To Quarter Ended December 31, 2006
	Increase (Decrease) Due to
						Rate/
	Rate		Volume			Volume		Net
Interest-earning assets:
Loans receivable (1)	$ (506	)		$ (813	)	$ 18		$ (1,301	)
Investment securities	428			(311	)	(72	)	45
FHLB – San Francisco stock	(17	)		(148	)	4		(161	)
Interest-bearing deposits	(5	)		(11	)	3		(13	)
Total net change in income on interest-earning assets
Total net change in income on interest-earning assets	(100	)		(1,283	)	(47	)	(1,430	)

Interest-bearing liabilities:
Checking and money market accounts	144			(17	)	(7	)	120
Savings accounts	221			(66	)	(22	)	133
Time deposits	117			1,311		23		1,451
Borrowings	(323	)		(1,978	)	84		(2,217	)
Total net change in expense on interest-bearing liabilities
	159			(750	)	78		(513	)
Net decrease in net interest income
Net decrease in net interest income	$ (259	)		$ (533	)	$ (125	)	$ (917	)

(1) Includes the receivable from sale of loans, loans held for sale and non-accrual loans. For purposes of calculating volume, rate

and rate/volume variances, non-accrual loans were included in the weighted-average balance outstanding.

	Six Months Ended December 31, 2007 Compared
	To Six Months Ended December 31, 2006
	Increase (Decrease) Due to
						Rate/
	Rate		Volume			Volume		Net
Interest-earning assets:
Loans receivable (1)	$ (751	)		$ (1,012	)	$ 18		$ (1,745	)
Investment securities	869			(623	)	(153	)	93
FHLB – San Francisco stock	(18	)		(191	)	3		(206	)
Interest-bearing deposits	(6	)		(20	)	3		(23	)
Total net change in income on interest-earning assets
Total net change in income on interest-earning assets	94			(1,846	)	(129	)	(1,881	)

Interest-bearing liabilities:
Checking and money market accounts	246			(41	)	(13	)	192
Savings accounts	507			(167	)	(64	)	276
Time deposits	761			2,750		171		3,682
Borrowings	(418	)		(3,433	)	103		(3,748	)
Total net change in expense on interest-bearing liabilities
	1,096			(891	)	197		402
Net decrease in net interest income
Net decrease in net interest income	$ (1,002	)		$ (955	)	$ (326	)	$ (2,283	)

(1) Includes the receivable from sale of loans, loans held for sale and non-accrual loans. For purposes of calculating volume, rate

and rate/volume variances, non-accrual loans were included in the weighted-average balance outstanding.

Provision for Loan Losses. During the second quarter of fiscal 2008, the Corporation recorded a provision for loan losses of $2.1 million, a decrease of $1.6 million from $3.7 million during the same period of fiscal 2007. The provision for loan losses in the second quarter of fiscal 2008 was primarily attributable to loan classification downgrades ($1.8 million) and a sequential quarter increase in loans held for investment ($302,000).

For the six months ended December 31, 2007, the Corporation recorded a loan loss provision of $3.7 million, compared to a loan loss provision of $4.4 million during the same period of fiscal 2007. The provision for loan losses in the first six months of fiscal 2007 includes the specific loan loss reserve of $2.5 million on the 23 individual construction loans located in Coachella, California.

At December 31, 2007, the allowance for loan losses was $17.2 million, comprised of $12.4 million of general loan loss reserves and $4.8 million of specific loan loss reserves, in comparison to the allowance for loan losses of $14.8 million at June 30, 2007, comprised of $11.5 million of general loan loss reserves and $3.3 million of specific loan loss reserves. The allowance for loan losses as a percentage of gross loans held for investment was 1.22 percent at December 31, 2007 as compared to 1.09 percent at June 30, 2007. Management considers the allowance for loan losses sufficient to absorb potential losses inherent in loans held for investment.

The allowance for loan losses is maintained at a level sufficient to provide for estimated losses based on evaluating known and inherent risks in the loans held for investment and upon management’s continuing analysis of the factors underlying the quality of the loans held for investment. These factors include changes in the size and composition of the loans held for investment, actual loan loss experience, current economic conditions, detailed analysis of individual loans for which full collectibility may not be assured, and determination of the realizable value of the collateral securing the loans. Provisions for losses are charged against operations on a monthly basis, as necessary, to maintain the allowance at appropriate levels. Management believes that the amount maintained in the allowance will be adequate to absorb losses inherent in the loans held for investment. Although management believes it uses the best information available to make such determinations, there can be no assurance that regulators, in reviewing the Bank’s loans held for investment, will not request that the Bank significantly increase its allowance for loan losses. Future adjustments to the allowance for loan losses may be necessary and results of operations could be significantly and adversely affected as a result of economic, operating, regulatory, and other conditions beyond the control of the Bank.

The following table is provided to disclose additional details on the Corporation’s allowance for loan losses:

		For the Quarter Ended				For the Six Months Ended
		December 31,				December 31,
(Dollars in Thousands)		2007		2006		2007		2006

Allowance at beginning of period		$ 15,599		$ 10,839		$ 14,845		$ 10,307

Provision for loan losses		2,140		3,746		3,659		4,383

Recoveries:
Consumer loans		1		-		1		-
Total recoveries		1		-		1		-

Charge-offs:
Mortgage loans:
	Single-family	(568	)	(28	)	(1,332	)	(133	)
Consumer loans		(1	)	(2	)	(2	)	(2	)
Total charge-offs		(569	)	(30	)	(1,334	)	(135	)

Net charge-offs		(568	)	(30	)	(1,333	)	(135	)
Balance at end of period		$ 17,171		$ 14,555		$ 17,171		$ 14,555

Allowance for loan losses as a percentage of gross loans held for investment
		1.22%		1.04%		1.22%		1.04%

Net charge offs as a percentage of average loans outstanding during the period
		0.16%		0.01%		0.19%		0.02%

Allowance for loan losses as a percentage of non-performing loans at the end of the period
		97.44%		111.79%		97.44%		111.79%

Non-Interest Income. Total non-interest income decreased $2.4 million, or 56 percent, to $1.9 million during the quarter ended December 31, 2007 from $4.3 million during the same period of fiscal 2007. The decrease was primarily attributable to a decrease in the gain on sale of loans, a decrease in gain on sale of real estate and a decrease in other income.

The gain on sale of loans decreased $2.0 million, or 69 percent, to $934,000 for the quarter ended December 31, 2007 from $2.9 million in the same quarter of fiscal 2007. The decrease was the result of a lower volume of loans originated for sale, partly offset by a higher average loan sale margin. The volume of loans originated for sale decreased to $98.4 million in the second quarter of fiscal 2008 as compared to $312.4 million during the same period last year. The decline in loan originations was primarily attributable to lower loan demand resulting from a decline in real estate values, more stringent underwriting standards and a more competitive environment. The average loan sale margin for PBM during the second quarter of fiscal 2008 was 1.09 percent, up nine basis points from 1.00 percent in the same period of fiscal 2007. The increase in the average loan sale margin was primarily attributable to an increase in the fair-value adjustment on derivative financial instruments pursuant to the SFAS No. 133 (a gain of $30,000 versus a loss of $150,000) and an improvement to the reserve provision for loans sold that are subject to early payment default repurchase (a recovery of $46,000 versus a provision of $172,000). As of December 31, 2007, the fair value of derivative financial instruments was a loss of $29,000 as compared to a loss of $3,000 at June 30, 2007 and a loss of $12,000 at December 31, 2006. As of December 31, 2007, the total reserve for loans sold that are subject to early payment default repurchase was $224,000, compared to $194,000 at June 30, 2007 and $172,000 at December 31, 2006.

Deposit account fees increased $275,000, or 54 percent, to $785,000 in the second quarter of fiscal 2008 from $510,000 in the same quarter of fiscal 2007. The increase was primarily attributable to an increase in returned check fees.

The net loss on sale of real estate was $229,000 in the quarter ended December 31, 2007 as compared to a net gain on sale of real estate of $27,000 in the quarter ended December 31, 2006. Six real estate owned properties were sold in the quarter ended December 31, 2007 as compared to one property in the quarter ended December 31, 2006.

Other non-interest income in the second quarter of fiscal 2008 was a loss of $56,000 as compared to income of $330,000 in the same quarter of fiscal 2007. The decrease was primarily attributable to a loss in real estate operations, which consist of expenses related to real estate owned (such as, property insurance, property taxes, utilities, repairs and maintenance costs) and provision for losses on the real estate owned. Real estate operations for the second quarter of fiscal 2008 was a loss of $474,000 as compared to a loss of $22,000 in the comparable period of fiscal 2007.

For the six months ended December 31, 2007, total non-interest income decreased $8.4 million, or 72 percent, to $3.3 million from $11.7 million during the same period of fiscal 2007. The decrease was primarily attributable to a decrease in the gain on sale of real estate, a decrease in the gain on sale of loans and a decrease in other fees, partly offset by an increase in deposit account fees.

The gain on sale of loans decreased $5.3 million, or 83 percent, to $1.1 million for the six months ended December 31, 2007 from $6.4 million in the same period of fiscal 2007. The decrease was a result of a lower average loan sale margin and a lower volume of loans originated for sale in the first six months of fiscal 2008. The average loan sale margin for PBM during the first six months of fiscal 2008 was 0.60 percent, down 46 basis points from 1.06 percent in the same period of fiscal 2007. The gain on sale of loans includes a loss of $42,000 on derivative financial instruments as a result of SFAS No. 133 in the six months ended December 31, 2007, compared to a gain of $169,000 in the same period of fiscal 2007. The volume of loans originated for sale decreased by $434.0 million, or 69 percent, to $197.9 million in the first six months of fiscal 2008 as compared to $631.9 million during the same period of fiscal 2007. Total loan originations (including loans originated for investment, loans purchased for investment and loans originated for sale) were $383.6 million in the first six months of fiscal 2008, down $528.7 million or 58 percent, from $912.3 million in the same period of fiscal 2007.

Deposit account fees increased $411,000, or 40 percent, to $1.4 million in the first six months of fiscal 2008 from $1.0 million in the same period of fiscal 2007. The increase was primarily attributable to an increase in returned check fees.

The net loss on sale of real estate was $168,000 for the six months ended December 31, 2007 as compared to a net gain on sale of real estate of $2.3 million in the same period ended December 31, 2006. The gain on sale of real estate in the six months ended December 31, 2006 includes the gain of $2.3 million resulting from the sale of approximately six acres of land in Riverside, California (not replicated in fiscal 2008). A total of 10 real estate owned properties were sold during the six months ended December 31, 2007 as compared to one real estate owned and one real estate held for investment property in the same period ended December 31, 2006.

Other non-interest income in the first six months of fiscal 2008 was a loss of $13,000 as compared to income of $921,000 in the same period of fiscal 2007. The decrease was primarily attributable to the loss in real estate operations. Real estate operations for the first six months of fiscal 2008 resulted in a loss of $839,000 as compared to a loss of $26,000 in the comparable period of fiscal 2007.

Non-Interest Expense. Total non-interest expense in the quarter ended December 31, 2007 was $7.3 million, a decrease of $1.2 million or 14 percent, as compared to $8.5 million in the same quarter of fiscal 2007. The decrease in non-interest expense was primarily the result of a decrease in compensation expense, marketing expense and other operating expenses, partly offset by higher premises and occupancy expense, equipment expense and professional expenses.

Total compensation expense in the second quarter of fiscal 2008 was $4.5 million, down 20 percent from $5.6 million in the same period of fiscal 2007. The decrease in compensation expense was primarily attributable to fewer mortgage banking personnel and lower incentive compensation given the decline in loan origination volume in the second quarter of fiscal 2008 compared to the same quarter of fiscal 2007.

The increase in premises and occupancy expense was primarily related to the closures of five Provident Bank Mortgage loan production offices in the quarter ended December 31, 2007, while the increase in professional expenses was primarily related to higher legal expenses corresponding to the increase in delinquent loans.

For the six months ended December 31, 2007, total non-interest expense was $15.1 million, a decrease of $1.8 million or 11 percent, as compared to $16.9 million in the same period of fiscal 2007. The decrease in non-interest expense was primarily the result of a decrease in compensation expense, marketing expense and other operating expenses, partly offset by higher premises and occupancy expenses and professional expenses.

Income taxes. Income tax expense was $1.0 million for the quarter ended December 31, 2007 as compared to $1.3 million during the same period of fiscal 2007. The effective income tax rate for the quarter ended December 31, 2007 decreased to 49.2 percent as compared to 51.2 percent for the same quarter last year. The Corporation believes that the effective income tax rate applied in the second quarter of fiscal 2008 reflects its current income tax obligations.

For the six months ended December 31, 2007, income tax expense was $1.9 million as compared to $5.3 million during the same period of fiscal 2007. The effective income tax rate for the six months ended December 31, 2007 increased to 52.9 percent as compared to 45.9 percent for the same period last year. The increase in the effective income tax rate was primarily the result of a higher percentage of permanent tax differences relative to income before taxes. The Corporation believes that the effective income tax rate applied in the first six months of fiscal 2008 reflects its current income tax obligations.

Asset Quality

Non-accrual loans increased to $17.6 million at December 31, 2007 from $15.9 million at June 30, 2007. The non-accrual loans at December 31, 2007 were comprised of 28 single-family loans ($9.4 million), 15 single-family loans repurchased from, or unable to sell to, investors ($4.6 million), 24 construction loans ($3.0 million) and two multi-family loans ($665,000). No interest accruals were made for loans that were past due 90 days or more.

The non-accrual and 90 days or more past due loans as a percentage of net loans held for investment increased to 1.26 percent at December 31, 2007 from 1.18 percent at June 30, 2007. Real estate owned was $6.7 million (17 properties) at December 31, 2007, up 76 percent from $3.8 million (10 properties) at June 30, 2007. Non-performing assets as a percentage of total assets increased to 1.49 percent at December 31, 2007 from 1.20 percent at June 30, 2007.

In fiscal 2007, the Bank established a $2.6 million specific loan loss reserve on 23 individual construction loans in a single-family construction project located in Coachella, California. The Bank believes that significant misrepresentations were made to secure the Bank’s involvement in the project and as a result the Bank is vigorously pursuing legal remedies to protect the Bank’s interests. The Bank has delivered demands to the individual borrowers, mortgage loan broker and builder who knowingly misled the Bank on certain key aspects of the loans and the project, which were ignored by the respective parties. Therefore, the Bank has filed lawsuits alleging loan fraud by the 23 individual borrowers, misrepresentation fraud by the mortgage loan broker and misuse of funds fraud by the contractor. The establishment of the specific loan loss reserve is consistent with the improved land value based on an appraisal. Given the number of parties involved or soon to be involved, the complexity of the transaction and probable fraud, this matter may take an extended period of time to resolve.

During the quarter ended December 31, 2007, the Bank repurchased $2.1 million of loans from investors, resulting in a market value write down of $158,000 on these loans. The loan repurchases in the quarter ended December 31, 2006 were $2.5 million and the unable to sell loans were $975,000 with a market value write down of $349,000. Many of the repurchases and unable to sell loans were the result of early payment default, which in many cases is the result of fraud. For the first six months of fiscal 2008, the Bank repurchased $3.8 million of loans from investors and was unable to sell $4.2 million of loans to investors, resulting in a market value write down of $601,000, compared to $3.9 million of repurchased loans and $975,000 of unable to sell loans with a market value write down of $396,000 in the same period of fiscal 2007. The Bank has made procedural changes to improve the underwriting process but it is too soon to determine if the tighter underwriting standards will curtail this problem.

The Bank reviews loans individually to identify when impairment has occurred. A loan is identified as impaired when it is deemed probable that the borrower will be unable to meet the scheduled principal and interest payments

under the terms of the loan agreement. Impairment is based on the present value of expected future cash flows discounted at the loan's effective interest rate, except that as a practical expedient, the Bank may measure impairment based on a loan’s observable market price or the fair value of the collateral if the loan is collateral dependent.

The following table describes certain credit risk characteristics of the Corporation’s single-family, first trust deed, mortgage loans held for investment as of December 31, 2007:

		Weighted-	Weighted-	Weighted-
	Outstanding	Average	Average	Average
(Dollars in Thousands)	Balance (1)	FICO (2)	LTV (3)	Seasoning (4)
Interest only	$ 608,890	734	74%	2.06 years
Stated income (5)	$ 442,197	731	73%	2.16 years
FICO less than or equal to 660	$ 25,234	641	72%	2.76 years
Over 30-year amortization	$ 28,938	740	68%	2.38 years

(1)	The outstanding balance presented on this table may overlap more than one category.

(2)	The FICO score represents the creditworthiness of a borrower based on the borrower's credit history, as reported by an independent third party. A higher FICO score indicates a greater degree of creditworthiness.

(3)	LTV (loan-to-value) is the ratio calculated by dividing the original loan balance by the original appraised value of the real estate collateral.

(4)	Seasoning describes the number of years since the funding date of the loan.

(5)	Stated income is defined as borrower provided income which is not subject to verification during the loan origination process.

The following table is provided to disclose details on asset quality (dollars in thousands):

	At December 31,	At June 30,
	2007	2007
Loans accounted for on a non-accrual basis:
Mortgage loans:
Single-family	$ 13,958	$ 13,271
Multi-family	665	-
Construction	3,000	2,357
Commercial business loans	-	171
Other loans	-	108

Total	17,623	15,907

Accruing loans which are contractually past due 90 days or more	-	-

Total of non-accrual and 90 days past due loans	17,623	15,907

Real estate owned, net	6,749	3,804

Total non-performing assets	$ 24,372	$ 19,711

Restructured loans	$ 2,757	$ -

Non-accrual and 90 days or more past due loans as a percentage of loans held for investment, net
	1.26%	1.18%

Non-accrual and 90 days or more past due loans as a percentage of total assets
	1.07%	0.96%

Non-performing assets as a percentage of total assets	1.49%	1.20%

Total classified loans (including loans designated as special mention) were $38.3 million at December 31, 2007, an increase of $6.0 million or 19 percent, from $32.3 million at June 30, 2007. The classified loans at December 31, 2007 consist of 19 loans in the special mention category (two construction loans of $5.8 million, 13 single-family loans of $4.5 million, two multi-family loans of $2.2 million, one commercial real estate loan of $960,000 and one commercial business loan of $13,000), 89 loans in the substandard category (58 single-family loans of $19.1 million, 24 construction loans of $2.5 million, four multi-family loans of $2.0 million and three commercial real estate loans of $734,000) and 23 construction loans in the doubtful category ($529,000). The increase in classified loans is the result of a combination of factors, including loan downgrades, foreclosures, loan upgrades and payoffs.

The classified loans at June 30, 2007 consisted of 24 loans in the special mention category (12 single-family loans of $5.6 million, three multi-family loans of $3.3 million, five construction loans of $2.6 million, two commercial real estate loans of $1.5 million and two commercial business loans of $263,000) and 85 loans in the substandard category (52 single-family loans of $15.0 million, 23 construction loans of $2.4 million, three commercial real estate loans of $745,000, one multi-family loan of $444,000, five commercial business loans of $296,000 and one other loan of $108,000).

As of December 31, 2007, real estate owned was comprised of 17 properties (12 from loan repurchases and five from loans held for investment), primarily located in Southern California, with a net fair value of $6.7 million. A new appraisal was obtained on each of the properties and fair value was calculated by using the lower of appraised value or the listing price of the property, net of disposition costs. As of June 30, 2007, real estate owned was comprised of 10 properties (three from loan repurchases and seven from loans held for investment), primarily located in Southern California, with a net fair value of $3.8 million. For the quarter ended December 31, 2007, nine real estate owned properties were acquired in the settlement of loans, while six real estate owned properties were sold for a net loss of $229,000. For the six months ended December 31, 2007, 17 real estate owned properties were acquired in the settlement of loans, while 10 real estate owned properties were sold for a net loss of $168,000.

As of December 31, 2007, restructured loans were $2.8 million (consisting of seven loans); all are current, remain on accrual status and are classified as special mention. To qualify for restructuring, a borrower must provide evidence of their creditworthiness such as, current financial statements, most recent income tax returns, current paystubs, current W-2s, and most recent bank statements, among other documents, which are then verified by the Bank. The Bank re-underwrites the loan file with the borrower’s updated financial information, new credit report, current loan balance, new interest rate (which is at or slightly higher than current market), remaining loan term, updated property value and modified payment schedule, among other considerations, to determine if the borrower qualifies.

Loan Volume Activities

The following table is provided to disclose details related to the volume of loans originated, purchased and sold (in thousands):

	For the Quarter Ended				For the Six Months Ended
	December 31,				December 31,
	2007		2006		2007		2006
Loans originated for sale:
Retail originations	$ 30,075		$ 80,350		$ 64,634		$ 159,433
Wholesale originations	68,324		232,040		133,278		472,498
Total loans originated for sale (1)	98,399		312,390		197,912		631,931

Loans sold:
Servicing released	(102,009	)	(311,223	)	(196,648	)	(625,871	)
Servicing retained	(395	)	(776	)	(2,534	)	(2,183	)
Total loans sold (2)	(102,404	)	(311,999	)	(199,182	)	(628,054	)

Loans originated for investment:
Mortgage loans:
Single-family	32,738		79,798		63,033		128,227
Multi-family	18,914		8,471		26,428		16,263
Commercial real estate	9,252		25,361		10,758		33,965
Construction	1,984		2,657		11,662		9,827
Commercial business loans	196		691		361		2,183
Consumer loans	212		-		212		-
Other loans	1,680		594		1,680		1,713
Total loans originated for investment (3)	64,976		117,572		114,134		192,178

Loans purchased for investment:
Mortgage loans:
Multi-family	25,921		52,710		68,130		88,224
Commercial real estate	1,996		-		1,996		-
Construction	400		-		400		-
Other loans	1,000		-		1,000		-
Total loans purchased for investment	29,317		52,710		71,526		88,224

Mortgage loan principal payments	(62,341	)	(100,105	)	(134,682	)	(178,551	)
Real estate acquired in settlement of loans	(4,711	)	(811	)	(8,393	)	(1,225	)
Increase in other items, net (4)	1,334		13,123		2,056		25,768
Net increase in loans held for investment
and loans held for sale	$ 24,570		$ 82,880		$ 43,371		$ 130,271

(1)	Primarily comprised of PBM loans originated for sale, totaling $98.4 million, $309.8 million, $195.5 million and $621.1 million for the quarters and six months ended December 31, 2007 and 2006, respectively.

(2)	Primarily comprised of PBM loans sold, totaling $101.6 million, $310.2 million, $196.7 million and $619.5 million for the quarters and six months ended December 31, 2007 and 2006, respectively.

(3)	Primarily comprised of PBM loans originated for investment, totaling $32.8 million, $79.3 million, $66.4 million and $127.5 million for the quarters and six months ended December 31, 2007 and 2006, respectively.

(4)	Includes net changes in undisbursed loan funds, deferred loan fees or costs and allowance for loan losses.

Liquidity and Capital Resources

The Corporation’s primary sources of funds are deposits, proceeds from the sale of loans originated for sale, proceeds from principal and interest payments on loans, proceeds from the maturity of investment securities and FHLB – San Francisco advances. While maturities and scheduled amortization of loans and investment securities are a relatively predictable source of funds, deposit flows, mortgage prepayments and loan sales are greatly influenced by general interest rates, economic conditions and competition.

The primary investing activity of the Bank is the origination and purchase of loans held for investment. During the first six months of fiscal 2008 and 2007, the Bank originated loans in the amounts of $312.0 million and $824.1 million, respectively. In addition, the Bank purchased loans from other financial institutions in the first six months of fiscal 2008 and 2007 in the amounts of $71.5 million and $88.2 million, respectively. The Bank’s mortgage banking activities resulted in total loans sold in the first six months of fiscal 2008 and 2007 of $199.2 million and $628.1 million, respectively. At December 31, 2007, the Bank had loan origination commitments totaling $29.7 million and undisbursed loans in process totaling $20.4 million. The Bank anticipates that it will have sufficient funds available to meet its current loan origination commitments.

The Bank’s primary financing activity is gathering deposits. During the first six months of fiscal 2008 and 2007, the net increase in deposits was $4.3 million and $8.8 million, respectively. On December 31, 2007, time deposits that are scheduled to mature in one year or less were $514.2 million. Historically, the Bank has been able to retain a significant amount of its time deposits as they mature by adjusting deposit rates to the current interest rate environment.

The Bank must maintain an adequate level of liquidity to ensure the availability of sufficient funds to support loan growth and deposit withdrawals, to satisfy financial commitments and to take advantage of investment opportunities. The Bank generally maintains sufficient cash and cash equivalents to meet short-term liquidity needs. At December 31, 2007, total cash and cash equivalents were $12.5 million, or 0.76 percent of total assets. Depending on market conditions and the pricing of deposit products and FHLB – San Francisco advances, the Bank may continue to rely on FHLB – San Francisco advances for part of its liquidity needs. As of December 31, 2007, the remaining financing availability at FHLB – San Francisco was $296.5 million, and the available borrowing capacity at the Bank’s correspondent bank was $25.0 million.

Although the OTS eliminated the minimum liquidity requirement for savings institutions in April 2002, the regulation still requires thrifts to maintain adequate liquidity to assure safe and sound operations. The Bank’s average liquidity ratio (defined as the ratio of average qualifying liquid assets to average deposits and borrowings) for the quarter ended December 31, 2007 decreased to 4.0 percent from 7.2 percent during the quarter ended June 30, 2007.

The Bank is required to maintain specific amounts of capital pursuant to OTS requirements. Under the OTS prompt corrective action provisions, a minimum ratio of 1.5 percent for Tangible Capital is required to be deemed other than “critically undercapitalized,” while a minimum of 5.0 percent for Core Capital, 10.0 percent for Total Risk-Based Capital and 6.0 percent for Tier 1 Risk-Based Capital is required to be deemed “well capitalized.” As of December 31, 2007, the Bank exceeded all regulatory capital requirements with Tangible Capital, Core Capital, Total Risk-Based Capital and Tier 1 Risk-Based Capital ratios of 7.1 percent, 7.1 percent, 11.9 percent and 10.7 percent, respectively.

The Bank’s actual and required capital amounts and ratios as of December 31, 2007 are as follows (dollars in thousands):

	Amount	Percent

Tangible capital	$ 116,817	7.13%
Requirement	32,758	2.00

Excess over requirement	$ 84,059	5.13%

Core capital	$ 116,817	7.13%
Requirement to be “Well Capitalized”	81,896	5.00

Excess over requirement	$ 34,921	2.13%

Total risk-based capital	$ 126,522	11.93%
Requirement to be “Well Capitalized”	106,077	10.00

Excess over requirement	$ 20,445	1.93%

Tier 1 risk-based capital	$ 113,850	10.73%
Requirement to be “Well Capitalized”	63,646	6.00

Excess over requirement	$ 50,204	4.73%

Commitments and Derivative Financial Instruments

The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, in the form of originating loans or providing funds under existing lines of credit, and forward loan sale agreements to third parties. These instruments involve, to varying degrees, elements of credit and interest-rate risk in excess of the amount recognized in the accompanying consolidated statements of financial condition. The Corporation’s exposure to credit loss, in the event of non-performance by the counter party to these financial instruments, is represented by the contractual amount of these instruments. The Corporation uses the same credit policies in entering into financial instruments with off-balance sheet risk as it does for on-balance sheet instruments. For a discussion on commitments and derivative financial instruments, see Note 6 of the Notes to Unaudited Interim Consolidated Financial Statements on page 11.

Stockholders’ Equity

The ability of the Corporation to pay dividends depends primarily on the ability of the Bank to pay dividends to the Corporation. The Bank may not declare or pay a cash dividend if the effect thereof would cause its net worth to be reduced below the amount required for the liquidation account established by the Bank in connection with its Conversion or the regulatory capital requirements imposed by federal and state regulation. The Corporation paid $2.3 million of cash dividends to its shareholders in the first six months of fiscal 2008.

The Corporation repurchased 187,081 shares under the existing stock repurchase programs during the first six months of fiscal 2008 at an average price of $21.78 per share. As of December 31, 2007, 59 percent of the authorized shares from the June 2007 stock repurchase program were purchased, leaving 131,766 shares available for future repurchase. During the first six months of fiscal 2008, the Corporation also repurchased 930 shares of restricted stock from employees in lieu of distribution to employees (to satisfy the minimum income tax required to be withheld from employees) at an average price of $22.66 per share. During the first six months of fiscal 2008, a total of 7,500 stock options with an average strike price of $9.15 per share were exercised.

Incentive Plans

As of December 31, 2007, the Corporation had three share-based compensation plans, which are described below. These plans include the 2006 Equity Incentive Plan, 2003 Stock Option Plan and 1996 Stock Option Plan. The 1997 Management Recognition Plan incurred its final share distribution in July 2007. The compensation cost that has been charged against income for these plans was $199,000 and $27,000 for the quarters ended December 31, 2007 and 2006, respectively. For the six months ended December 31, 2007 and 2006, the compensation cost for these plans was $385,000 and $55,000, respectively, and the tax benefit from these plans was $6,000 and $32,000, respectively.

Equity Incentive Plan. The Corporation established and the shareholders approved the 2006 Equity Incentive Plan (“2006 Plan”) for directors, advisory directors, directors emeriti, officers and employees of the Corporation and its subsidiary. The 2006 Plan authorizes 365,000 stock options and 185,000 shares of restricted stock. The 2006 Plan also provides that no person may be granted more than 73,000 shares of stock options or 27,750 shares of restricted stock in any one year.

a) Equity Incentive Plan - Stock Options. Under the 2006 Plan, options may not be granted at a price less than the fair market value at the date of the grant. Options typically vest over a five-year period on a pro-rata basis as long as the director, advisory director, director emeriti, officer or employee remains in service to the Corporation. The options are exercisable after vesting for up to the remaining term of the original grant. The maximum term of the options granted is 10 years.

The fair value of each option grant is estimated on the date of the grant using the Black-Scholes option valuation model with the assumptions noted in the following table. The expected volatility is based on implied volatility from historical common stock closing prices for the last 84 months. The expected dividend yield is based on the most recent quarterly dividend on an annualized basis. The expected term is based on the historical experience of all fully vested stock option grants and is reviewed annually. The risk-free interest rate is based on the U.S. Treasury note rate with a term similar to the underlying stock option on the particular grant date.

No options were granted, exercised or forfeited in the second quarter of fiscal 2008. For the first six months of fiscal 2008, a total of 12,000 options were forfeited. There was no other activity. As of December 31, 2007, there were 189,700 options available for future grants under the 2006 Plan.

The following is a summary of the stock option activity in the 2006 Plan for the quarter and six months ended December 31, 2007:

Options	Shares	Weighted- Average Exercise Price	Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value ($000)
Outstanding at October 1, 2007	175,300	$ 28.31
Granted	-	-
Exercised	-	-
Forfeited	-	-
Outstanding at December 31, 2007	175,300	$ 28.31	9.11	-
Vested and expected to vest at December 31, 2007	140,240	$ 28.31	9.11	-
Exercisable at December 31, 2007	-	-	-	-

Options	Shares		Weighted- Average Exercise Price	Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value ($000)
Outstanding at July 1, 2007	187,300		$ 28.31
Granted	-		-
Exercised	-		-
Forfeited	(12,000	)	$ 28.31
Outstanding at December 31, 2007	175,300		$ 28.31	9.11	-
Vested and expected to vest at December 31, 2007	140,240		$ 28.31	9.11	-
Exercisable at December 31, 2007	-		-	-	-

As of December 31, 2007, there was $747,000 of unrecognized compensation expense related to unvested share-based compensation arrangements granted under the stock options in the 2006 Plan. This expense is expected to be recognized over a weighted-average period of 4.1 years. The forfeiture rate during the first six months of fiscal 2008 was 20 percent and was calculated by using the historical forfeiture experience of all fully vested stock option grants and is reviewed annually.

b) Equity Incentive Plan – Restricted Stock. The Corporation will use 185,000 shares of its treasury stock to fund the 2006 Plan. Awarded shares typically vest over a five-year period as long as the director, advisory director, director emeriti, officer or employee remains in service to the Corporation. Once vested, a recipient of restricted stock will have all rights of a shareholder, including the power to vote and the right to receive dividends. The Corporation recognizes compensation expense for the restricted stock awards based on the fair value of the shares at the award date.

No restricted stock was awarded, vested or forfeited in the second quarter of fiscal 2008. At December 31, 2007, the value of the unearned restricted stock was $1.4 million. For the six months ended December 31, 2007, a total of 4,000 shares of restricted stock were awarded while 6,000 shares were forfeited. There was no other activity. As of December 31, 2007, there were 124,250 shares of restricted stock available for future awards.

A summary of the status of the Corporation’s unvested restricted stock as of December 31, 2007 and changes during the quarter and six months ended December 31, 2007 is presented below:

Unvested Shares	Shares	Weighted-Average Award Date Fair Value
Unvested at October 1, 2007	60,750	$ 25.94
Granted	-	-
Vested	-	-
Forfeited	-	-
Unvested at December 31, 2007	60,750	$ 25.94
Expected to vest at December 31, 2007	48,600	$ 25.94

Unvested Shares	Shares		Weighted-Average Award Date Fair Value
Unvested at July 1, 2007	62,750		$ 26.49
Granted	4,000		$ 18.09
Vested	-		-
Forfeited	(6,000	)	$ 26.49
Unvested at December 31, 2007	60,750		$ 25.94
Expected to vest at December 31, 2007	48,600		$ 25.94

As of December 31, 2007, there was $1.4 million of unrecognized compensation expense related to unvested share-based compensation arrangements awarded under the restricted stock in the 2006 Plan, and reported as a reduction

to stockholders’ equity (included in the Condensed Consolidated Statements of Financial Condition under additional paid-in capital, as per SFAS No. 123R). This expense is expected to be recognized over a weighted-average period of 4.1 years. Similar to options, a forfeiture rate of 20 percent is used for the restricted stock compensation expense calculations.

Stock Option Plans. The Corporation established the 1996 Stock Option Plan and the 2003 Stock Option Plan (collectively, the “Stock Option Plans”) for key employees and eligible directors under which options to acquire up to 1.15 million shares and 352,500 shares of common stock, respectively, may be granted. Under the Stock Option Plans, options may not be granted at a price less than the fair market value at the date of the grant. Options vest over a five-year period on a pro-rata basis as long as the employee or director remains in service to the Corporation. The options are exercisable after vesting for up to the remaining term of the original grant. The maximum term of the options granted is 10 years.

On April 28, 2005, the Board of Directors accelerated the vesting of 136,950 unvested stock options, which were previously granted to directors, officers and key employees who had three or more continuous years of service with the Corporation or an affiliate of the Corporation. The Board believed that it was in the best interest of the shareholders to accelerate the vesting of these options which were granted prior to January 1, 2004, since it will have a positive impact on the future earnings of the Corporation. This action was taken as a result of SFAS No. 123R which the Corporation adopted on July 1, 2005.

As a result of accelerating the vesting of these options, the Corporation recorded a $320,000 charge to compensation expense during the quarter ended June 30, 2005. This charge represents a new measurement of compensation cost for these options as of the modification date. The modification introduced the potential for an effective renewal of the awards as some of these options may have been forfeited by the holders. This charge will require quarterly adjustment in future periods for actual forfeiture experience. No recovery of the accelerated charge occurred in the quarter ended December 31, 2007. For the six months ended December 31, 2007, a recovery of $23,000 was realized; and since inception, a $301,000 recovery has been realized. The Corporation estimates that the compensation expense related to these options that would have been recognized over their remaining vesting period pursuant to the transition provisions of SFAS No. 123R is $1.7 million.

	Quarter	Quarter	Six Months	Six Months
	Ended	Ended	Ended	Ended
	December 31,	December 31,	December 31,	December 31,
	2007	2006	2007	2006
Expected volatility	-	-	22%	23%
Weighted-average volatility	-	-	22%	23%
Expected dividend yield	-	-	3.6%	2.0%
Expected term (in years)	-	-	7.4	7.4
Risk-free interest rate	-	-	4.8%	4.5% – 5.0%

A total of 13,500 options were forfeited in the second quarter of fiscal 2008. There was no other activity. This compares to a total of 1,900 options exercised in the second quarter of fiscal 2007 and the total intrinsic value of options exercised was $10,000. There was no other activity in the second quarter of fiscal 2007. For the first six months of fiscal 2008, a total of 50,000 options were granted and 7,500 options were exercised, while 48,700 options were forfeited. This compares to a total of 64,000 options granted and 8,400 options exercised in the first six months of fiscal 2007. There was no other activity. As of December 31, 2007 and 2006, the number of options available for future grants under the Stock Option Plans were 14,900 and 43,200 options, respectively.

The following is a summary of the activity in the Stock Option Plans for the quarter and six months ended December 31, 2007:

Options	Shares		Weighted- Average Exercise Price	Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value ($000)
Outstanding at October 1, 2007	572,900		$ 20.84
Granted	-		-
Exercised	-		-
Forfeited	(13,500	)	27.78
Outstanding at December 31, 2007	559,400		$ 20.67	6.12	$ 999
Vested and expected to vest at December 31, 2007	519,700		$ 20.32	6.00	$ 999
Exercisable at December 31, 2007	360,900		$ 18.20	5.20	$ 999

Options	Shares		Weighted- Average Exercise Price	Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value ($000)
Outstanding at July 1, 2007	565,600		$ 20.93
Granted	50,000		$ 19.92
Exercised	(7,500	)	$ 9.15
Forfeited	(48,700	)	$ 24.68
Outstanding at December 31, 2007	559,400		$ 20.67	6.12	$ 999
Vested and expected to vest at December 31, 2007	519,700		$ 20.32	6.00	$ 999
Exercisable at December 31, 2007	360,900		$ 18.20	5.20	$ 999

The weighted-average grant-date fair value of options granted during the six months ended December 31, 2007 and 2006 was $3.94 and $8.43 per share, respectively. The total intrinsic value of options exercised during the six months ended December 31, 2007 and 2006 was $104,000 and $53,000, respectively.

As of December 31, 2007, there was $1.3 million of unrecognized compensation expense related to unvested share-based compensation arrangements granted under the Stock Option Plans. This expense is expected to be recognized over a weighted-average period of 2.8 years. The forfeiture rate during the first six months of fiscal 2008 was 20% and was calculated by using the historical forfeiture experience of all fully vested stock option grants and is reviewed annually.

Management Recognition Plan (“MRP”). The Corporation established the 1997 MRP to provide key employees and eligible directors with a proprietary interest in the growth, development and financial success of the Corporation through the award of restricted stock. The Corporation acquired 461,250 shares of its common stock in the open market to fund the 1997 MRP. All of the 1997 MRP shares have been awarded. Awarded shares vest over a five-year period as long as the employee or director remains in service to the Corporation. The Corporation recognizes compensation expense for the MRP based on the fair value of the shares at the award date.

All of the MRP shares were fully vested and distributed in July 2007 and no MRP compensation expense was recognized for the quarter ended December 31, 2007. The MRP compensation expense for the quarter ended December 31, 2006 was $14,000. For the six months ended December 31, 2007 and 2006, the MRP compensation expense was $4,000 and $32,000, respectively. The value of the unearned MRP at December 31, 2006 was $30,000, and reported as a reduction to stockholders’ equity (included in the Condensed Consolidated Statements of Financial Condition under additional paid-in capital, as per SFAS No. 123R).

A summary of the status of the Corporation’s unvested MRP shares as of December 31, 2007 and changes during the six months ended December 31, 2007 is presented below:

Unvested Shares	Shares		Weighted-Average Award Date Fair Value
Unvested at July 1, 2007	3,768		$ 13.67
Granted	-		-
Vested	(3,768	)	$ 13.67
Forfeited	-		-
Unvested at December 31, 2007	-		-

Supplemental Information

	At	At	At
	December 31,	June 30,	December 31,
	2007	2007	2006

Loans serviced for others (in thousands)	$ 195,645	$ 205,788	$ 221,269

Book value per share	$ 20.35	$ 20.20	$ 19.97

ITEM 4 – Controls and Procedures.

Background and Financial Statement Restatement:

On April 22, 2008, the Audit Committee of the Corporation identified an error in the accounting for the Corporation sponsored Employee Stock Ownership Plan (“ESOP”). Additional information regarding this matter can be found in Note 1 to the Unaudited Interim Condensed Consolidated Financial Statements.

Disclosure Controls and Procedures:

a) An evaluation of the Corporation’s disclosure controls and procedure (as defined in Section 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934 (the “Act”)) was carried out under the supervision and with the participation of the Corporation’s Chief Executive Officer, Chief Financial Officer and the Corporation’s Disclosure Committee as of the end of the period covered by this quarterly report. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Although the Corporation’s disclosure controls and procedures were originally determined to be effective, because of the subsequent restatement of the Corporation’s financial statements, the Corporation’s Chief Executive Officer and Chief Financial Officer conducted a reassessment of its disclosure controls and procedures and concluded that the Corporation’s disclosure controls and procedures as of December 31, 2007 are not effective in ensuring that the information required to be disclosed by the Corporation in the reports it files or submits under the Act is (i) accumulated and communicated to the Corporation’s management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

b) There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Act) that occurred during the three months ended December 31, 2007, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. The Corporation does not expect that its

internal control over financial reporting will prevent all error and all fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Corporation have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any control procedure also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.

PART II – OTHER INFORMATION

Item 6. Exhibits.

Exhibits:

3.1	Certificate of Incorporation of Provident Financial Holdings, Inc. (Incorporated by reference to Exhibit 3.1 to the Corporation’s Registration Statement on Form S-1 (File No. 333-2230))

3.2	Bylaws of Provident Financial Holdings, Inc. (Incorporated by reference to Exhibit 3.2 to the Corporation’s Form 8-K dated October 25, 2007).

10.1	Employment Agreement with Craig G. Blunden (Incorporated by reference to Exhibit 10.1 to the Corporation’s Form 8-K dated December 19, 2005)

10.2	Post-Retirement Compensation Agreement with Craig G. Blunden (Incorporated by reference to Exhibit 10.2 to the Corporation’s Form 8-K dated December 19, 2005)

10.3	1996 Stock Option Plan (incorporated by reference to Exhibit A to the Corporation’s proxy statement dated December 12, 1996)

10.4	1996 Management Recognition Plan (incorporated by reference to Exhibit B to the Corporation’s proxy statement dated December 12, 1996)

10.5	Severance Agreement with Richard L. Gale, Kathryn R. Gonzales, Lilian Salter, Donavon P. Ternes and David S. Weiant (incorporated by reference to Exhibit 10.1 in the Corporation’s Form 8-K dated July 3, 2006)

10.6	2003 Stock Option Plan (incorporated by reference to Exhibit A to the Corporation’s proxy statement dated October 21, 2003)

10.7	Form of Incentive Stock Option Agreement for options granted under the 2003 Stock Option Plan (incorporated by reference to Exhibit 10.13 to the Corporation’s Annual Report on Form 10-K for the year ended June 30, 2005)

10.8	Form of Non-Qualified Stock Option Agreement for options granted under the 2003 Stock Option Plan (incorporated by reference to Exhibit 10.14 to the Corporation’s Annual Report on Form 10-K for the year ended June 30, 2005)

10.9	2006 Equity Incentive Plan (incorporated by reference to Exhibit A to the Corporation’s proxy statement dated October 12, 2006)

10.10

Form of Incentive Stock Option Agreement for options granted under the 2006 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 in the Corporation’s Form 10-Q ended December 31, 2006)

10.11

Form of Non-Qualified Stock Option Agreement for options granted under the 2006 Equity Incentive Plan (incorporated by reference to Exhibit 10.11 in the Corporation’s Form 10-Q ended December 31, 2006)

10.12

Form of Restricted Stock Agreement for restricted shares awarded under the 2006 Equity Incentive Plan (incorporated by reference to Exhibit 10.12 in the Corporation’s Form 10-Q ended December 31, 2006)

Code of Ethics for the Corporation’s directors, officers and employees (incorporated by reference to Exhibit 14 in the Corporation’s Annual Report on Form 10-K for the year ended June 30, 2006)

31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Provident Financial Holdings, Inc.

May 16, 2008 /s/ Craig G. Blunden

Craig G. Blunden

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

May 16, 2008 /s/ Donavon P. Ternes

Donavon P. Ternes

Chief Operating Officer and Chief Financial Officer

(Principal Financial and Accounting Officer)

Exhibit Index

31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Craig G. Blunden, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q/A of Provident Financial Holdings, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 16, 2008	/s/ Craig G. Blunden
	Craig G. Blunden
	Chairman, President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Donavon P. Ternes, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q/A of Provident Financial Holdings, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(a)

(b)

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 16, 2008	/s/Donavon P. Ternes
	Donavon P. Ternes
	Chief Operating Officer and Chief Financial Officer

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Quarterly Report on Form 10-Q/A of Provident Financial Holdings, Inc. (the “Corporation”) for the period ended December 31, 2007 (the “Report”), I, Craig G. Blunden, Chairman, President and Chief Executive Officer of the Corporation, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

Date: May 16, 2008	/s/ Craig G. Blunden
	Craig G. Blunden
	Chairman, President and Chief Executive Officer

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Quarterly Report on Form 10-Q/A of Provident Financial Holdings, Inc. (the “Corporation”) for the period ended December 31, 2007 (the “Report”), I, Donavon P. Ternes, Chief Financial Officer of the Corporation, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

Date: May 16, 2008	/s/Donavon P. Ternes
	Donavon P. Ternes
	Chief Operating Officer and Chief Financial Officer