We`re all by a common thread.
Transcription
We`re all by a common thread.
2011 Annual Report connected We’re all by a common thread. together It ties us despite different backgrounds. Different jobs. Different lifestyles. Chairman’s Report...............................................2-3 Supervisory Committee Report............................ 4 Treasurer’s Report.................................................. 5 Independent Auditor’s Report............................... 6 Financial Statements and Notes....................7-16 2 Chairman’s Report If there is one thing we have learned in the world of finance, it is that we are all connected. This past year has been challenging for Honda Federal Credit Union. But even though successful loan demand is down, deposits are up. The end result is we find ourselves in the unusual position of having excess liquidity. To address loan demand, HFCU is now an authorized small business lender. With insightful leadership from our management team and Honda support, we will soon be introducing “HondaPower Financing” for motorcycle dealerships. Carl R. Coe Not only will this create lending opportunities for HFCU, it will help position us as a trusted advisor for motorcycle dealerships, strengthen the relationship with Honda and dealers selling Honda products, and enhance the profitability and efficiency of those businesses. Additionally, last fall HFCU introduced the very popular 15-year Advantage mortgage product. In August we broadened the program with the introduction of 30-year Advantage mortgage loans. To help create interest and remain competitive in a tough market, our 15-year Advantage mortgage rates recently have been at or below 3.5%. Our Marketing Department has been working vigorously to introduce new mobile banking options. This new feature will allow easy access to HFCU from your mobile device through a mobile web browser, an iPhone/iPad application, an Android application, a Blackberry application, or through texting (SMS). Rollout is planned for October 2011. In January we added the Perks Point Mall to our Rewards Points offerings. When members purchase items on their HFCU Gold Card through the Perks Point Mall (located on the HFCU website), they earn 3-5 additional points for every dollar they spend. Participating merchants range from Best Buy to Walmart and a host of others. We will also be adding a new feature to eZ Deposit. From your scanner you will be able to scan checks for deposit through internet banking. This will add new member convenience and provide a great alternative to visiting a credit union office to make a deposit, using an ATM, or mailing in a check. 3 Chairman’s Report (cont.) To assist with Honda’s training efforts during reduced production, HFCU provided Balance Workshops in Ohio, Alabama, and Indiana. To assist members with improved service, in April we initiated 24/7 phone support for VISA card troubleshooting. In addition, general toll-free phone service was implemented in May for Japan, Germany, Mexico, and the United Kingdom. And HFCU continues to grow. Assets increased by $18.5M last year to $555,292,583. Membership grew to 56,407. Nationally, mortgage defaults are an ongoing concern. As the financial industry continues to work through the mortgage crisis, first mortgage delinquency rates nationwide are at 5.82%, while bank card defaults are at 5.64%, and auto default rates are at 1.27%. With that said, through sound management and the strength of our sponsor company, our current mortgage default rate is a mere 0.28%. Our overall default rate for the year just ended was 0.52%. The HFCU board and management team places the sound management of your finances and providing superior member service as our most important mission. Because of this approach, we continue to help members finance their dreams, offer sound and safe banking options, while striving to provide “exceeds expectations” member service. In response to assistance from our Contact Center staff, a member recently sent the following note: “Thank you for being a bright spot in a dark patch. You made such a positive difference!” Another member commented: “Once again I can’t tell you how much you have truly helped my family. We are very grateful to you.” On behalf of the Board of Directors and the HFCU management team, thank you for your continued confidence as we chart a sound and connected financial future together. 4 John Kaufman Supervisory Committee Report The Supervisory Committee is an essential part of the credit union’s management. A supervisory committee is required by the Federal Credit Union Act and most state credit union laws. The Supervisory Committee’s major responsibilities are to ensure that internal and annual audits are performed and that any findings are resolved and appropriate changes are implemented in a timely manner. It also oversees periodic member account verifications at least once every 2 years and is responsible for reviewing the performance of the officials and employees, and making recommendations to the Board of Directors for improvement in the safety and soundness of the credit union. In short, the Supervisory Committee is responsible for ensuring that practices and procedures are in place, which safeguard and protect the interest of the members and the assets and financial soundness of the credit union. In order to carry out its responsibilities, the Supervisory Committee employs certified public accountants and other qualified persons to perform audits and account verifications. The Supervisory Committee is pleased to report that the results of audits performed and reviews of Honda Federal Credit Union’s practices and procedures during the 2011 fiscal year, would support that the credit union is being managed and operated in a financially safe and sound manner. 5 Treasurer’s Report ock eri Bull Sh Economic conditions continue to be a major factor in the strategic decisions made by both the Board of Directors and the management team as we strive to operate as efficiently as possible while maintaining financial stability. The focus of operating as a “well capitalized” credit union while continuing to offer appropriate services to our members and the Honda Companies is a core strategy. The management team and your Board continue to concentrate on the fundamentals: controlling operating expenses, managing risk effectively, and managing capital in a disciplined manner, all while dealing with changes in the regulatory environment and the economy. This requires a unique balance within the management of the credit union which has served the team well to enable the credit union to achieve positive financial results over the last year. HFCU will continue to strive to meet the range of member needs for our field of membership. We realize that maintaining a high level of member service and adding new services when possible is crucial to our continued success. Members of HFCU are part of a family and the credit union staff and Board are committed to continue to strive to meet the needs of the entire membership in the most effective and efficient manner possible. Your Credit Union continues to be safe and strong! company. It’s not just because we’re all part of the same Independent Auditor’s Report Board of Directors and Supervisory Committee Honda Federal Credit Union Torrance, California We have audited the accompanying statements of financial condition of Honda Federal Credit Union as of June 30, 2011 and 2010, and the related statements of income, members’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Credit Union’s Management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial condition of the Honda Federal Credit Union as of June 30, 2011 and 2010, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Respectfully, RICHARDS & ASSOCIATES Certified Public Accountants Michael E. Richards, CPA Yorba Linda, California September 28, 2011 support It’s more the fact that we 7 each other’s financial successes. Statements of Income Statements of Financial Condition 2011 Loans 2010 Investments (Note 3) Loans receivable, net of allowance for loan losses (Note 4) $139,541,909 $98,902,598 20,522,700 27,196,300 392,317,818 7,753,304 7,926,204 890,713 1,061,260 Share insurance deposits (Note 13) 4,855,852 4,979,675 Prepaid expenses and other assets (Note 12) 4,480,259 4,362,250 Accrued interest receivable TOTAL ASSETS $555,292,583 $536,746,105 LIABILITIES AND EQUITY Members’ share and savings accounts (Note 6) Accounts payable and other liabilities $477,666,988 $457,422,475 $23,080,729 $25,427,680 474,662 335,601 23,555,391 25,763,281 4,087,817 5,702,011 — 103,327 INTEREST EXPENSE Members’ share and savings accounts Borrowed funds 377,247,846 Property & equipment (Note 5) Investments TOTAL INTEREST INCOME ASSETS Cash and cash equivalents (Note 2) 20112010 INTEREST INCOME 4,087,817 5,805,338 NET INTEREST INCOME Provision for loan losses TOTAL INTEREST EXPENSE 19,467,574 3,210,000 19,957,943 3,579,999 Net interest income after Provision for loan losses 16,257,574 16,377,944 NON-INTEREST INCOME Service charges and other income 9,221,141 9,511,865 TOTAL NON-INTEREST INCOME 9,221,141 9,511,865 Compensation and benefits 9,617,948 10,196,192 6,437,059 NON-INTEREST EXPENSE General and administrative expenses 31,749,041 36,659,207 509,416,029 494,081,682 Office operations 6,491,742 Appropriated (regular reserve) $8,322,208 $8,322,208 Other expenses 4,772,894 4,662,078 Unappropriated (undivided earnings) 37,554,346 34,342,215 Total non-interest expenses 20,882,584 21,295,329 TOTAL MEMBERS’ EQUITY 45,876,554 42,664,423 NCUSIF share insurance premium and Temporary Corporate Credit Union stabilization expense $555,292,583 $536,746,105 TOTAL LIABILITIES Members’ equity, substantially restricted TOTAL LIABILITIES AND MEMBERS’ EQUITY NET INCOME 1,384,000 922,229 $3,212,131 $3,672,251 8 Statements of Members’ Equity 2011 2010 APPROPRIATED - REGULAR RESERVE Beginning / Ending Balance $8,322,208 $8,322,208 34,342,215 30,669,964 3,212,131 3,672,251 UNAPPROPRIATED - UNDIVIDED EARNINGS Beginning Balance Net income Ending Balance TOTAL MEMBERS’ EQUITY Statements of Cash Flows 37,554,346 34,342,215 $45,876,554 $42,664,423 20112010 CASH FLOWS FROM OPERATING ACTIVITIES Net income $3,212,131 $3,672,251 Adjustments to reconcile net income to net cash provided by operating activities Provision for loan losses 3,210,000 3,579,999 Depreciation and amortization 1,150,723 1,117,497 868,030 — NCUSIF share insurance premium and Temporary Corporate Credit Union stabilization expense Changes in operating assets and liabilities Statements of Cash Flows (cont.) Decrease in accrued interest receivable 170,547 26,897 (Increase) Decrease in prepaid expenses and other assets (118,009) 8,579,739 Decrease in notes payable 123,823 (345,813) (5,778,196) 5,789,234 (373,082) 18,747,553 Decrease (Increase) in share insurance deposits (Decrease) Increase in accounts payable and other liabilities Total adjustments Net cash provided by operating activities 2,839,049 22,419,804 CASH FLOWS FROM INVESTING ACTIVITIES Principal collection, net of loans granted Proceeds from sale or maturing of securities Acquisition of securities Decrease (Increase) in deposits in financial institutions Purchase of property and equipment, net of disposals Net cash provided by (used in) investing activities 20112010 CASH FLOWS FROM investing ACTIVITIES $11,859,972 $20,886,909 12,083,600 65,000 (27,000,000) — 21,590,000 (25,384,000) (977,823) (578,825) 17,555,749 (5,010,916) Net increase (decrease) in members’ share and savings accounts $20,244,513 $(64,457) — (6,100,000) Net cash provided by (used in) financing activities 20,244,513 (6,164,457) NET INCREASE IN CASH AND CASH EQUIVALENTS 40,639,311 11,244,431 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 98,902,598 87,658,167 CASH AND CASH EQUIVALENTS AT END OF YEAR $139,541,909 $98,902,598 SUPPLEMENTAL DISCLOSURES Cash received during the year from interest on loans and investments Cash paid during the year for dividends Cash paid during the year for operating expenses $23,725,938 $25,790,178 $4,087,817 $ 5,702,011 $20,313,108 $19,134,883 9 Notes to Financial Statements NOTE 1: ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Organization: Honda Federal Credit Union (Credit Union) is organized under the Federal Credit Union Act. Participation in the Credit Union is limited to those individuals who qualify for membership. The field of membership is defined in the Credit Union’s bylaws. Nature of business: The Credit Union provides a variety of financial services to its members, most of whom are employees or former employees of American Honda Education Corp., American Honda Finance Corp., American Honda Foundation, American Honda Motor Co., Inc. (AHM), Calhac, Celina Aluminum Precision Technology (CapT), Clark Trucking, Honda of America Manufacturing, Inc. (HAM), Honda Manufacturing of Alabama, LLC (HMA), Honda South Carolina (HSC), Honda Trading America Corp. (HTA), Honda Power Equipment (HPE), Honda Research of America, Honda North America (HNA), Honda Performance Development, Inc., Honda Access America, Honda Aero, Inc., Honda Aircraft, Honda Manufacturing Indiana (HMIN), Honda Precision Parts of Georgia, Honda Federal Credit Union, Honda Transmission Manufacturing (HTM), Honda Kaihatsu Kogyo USA, Inc., Honda Engineering, NA, Inc. (EGA), Honda Patents & Technologies North America LLC (HPT), Honda Lock (HL-A Co., Inc.), Komyo America Co., Inc., Midwest Express Inc. (MEI), One Solution Logistics, South East Express of South Carolina, New South Express, One World Logistics, and their qualifying family members. The Credit Union’s primary source of revenue is interest from loans and investments. Use of estimates: The preparation of financial statements, in conformity with generally accepted accounting principles, requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. A material estimate that is particularly susceptible to significant change in the near term relates to the determination of the allowance for loan losses. Cash equivalents: For purposes of the statements of financial condition and cash flows, the Credit Union considers investments with original maturity of three months or less to be cash equivalents. Investments: Certificates of deposit are generally non-negotiable and nontransferable, and may incur substantial penalties for withdrawal prior to maturity. In July 2010, the $250,000 maximum federal deposit insurance level was made permanent upon the adoption of the Dodd-Frank Wall Street Reform and Consumer Protection Act. In a letter to federally-insured credit unions (NCUA Letter No. 09-CU-02) issued on January 28, 2009, the National Credit Union Administration (NCUA) stated that the corporate credit union system is now facing unprecedented strains on its liquidity and capital due to credit market disruptions and the current economic climate. As a result, the NCUA is offering a voluntary temporary NCUSIF guarantee of member shares in corporate credit unions through December 31, 2010. The guarantee will cover all shares, but does not include paid-in capital and membership capital accounts. Subsequently, this temporary guarantee was extended to December 31, 2012 with the option for quarterly extensions thereafter. Negotiable securities are classified in accordance with the Credit Union’s asset/ liability management and investment policies. The following is a description of the accounting procedures used for investments: vailable for sale: Investments that are not purchased principally to be A sold in the near term nor with the positive intent and ability to hold until maturity and those without a defined maturity and could be sold in response to rate changes, prepayment risk, liquidity, availability of and the yield on alternative investments and other market and economic factors are classified as available for sale. These securities are marked to market, with unrealized gains or losses not affecting earnings but shown as a separate component of the equity portion of the balance sheet. Unrealized gains and losses on securities available for sale are recognized as direct increases or decreases in other comprehensive income. Held to maturity: Investments that are purchased with the positive intent and ability to hold until maturity are reported at cost, adjusted for amortization of premiums and accretion of discounts with no market adjustments. The Credit Union does not maintain a trading portfolio. Loans receivable and allowance for loan losses: Loans receivable are stated at unpaid principal balance and loan origination costs net of fees, less an allowance for loan losses. Interest on loans is recognized over the term of the loan and is calculated using the simple-interest method on principal amounts outstanding. Loan fees and certain direct loan-origination costs are deferred, and the net fee is recognized as an adjustment to interest income using the interest method over the contractual life of the loans adjusted for estimated prepayments based on the Credit Union’s historical prepayment experience. The Credit Union’s allowance for credit losses is the sum of various components recognized pursuant to FASB Accounting Standards Codification (ASC) 450, Contingencies (formerly Statement of Financial Accounting Standards No. 5) (for pools of loans) and FAS ASC 310-10-35 for impairment of loans (formerly Statement of Financial Accounting Standards No. 114). The allowance for loan losses is increased by charges to income and decreased by charge-offs (net of recoveries). Loans are charged against the allowance when Management believes that the collectability of the principal is unlikely. The allowance is an amount that Management believes will be adequate to absorb possible losses on existing loans that may become uncollectible. Management’s periodic evaluation of the adequacy of the allowance is based on the Credit Union’s past loan-loss experience, known and inherent risks in the portfolio, specific impaired loans, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and current economic conditions. Share insurance deposit: In July 2010, the $250,000 maximum federal deposit insurance level was made permanent upon the adoption of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Credit Union considers a loan impaired when, based on current information or factors, it is probable that the Credit Union will not collect the principal and interest payments according to the loan agreement. Management considers many factors in determining whether a loan is impaired, such as payment history, value of collateral, and changes in the employment of the member. Past due status is determined based on contractual terms. Loans that are delinquent for less than two months are generally not considered impaired, unless the member has claimed bankruptcy or the Credit Union has received specific information concerning the loan impairment. The Credit Union measures impairment on a loan-by-loan basis by either using the fair value of collateral or the present value of expected cash flows. Individual deposits in excess of the NCUSIF insured limit are insured by a private insurance company, American Share Insurance Corporation (ASI), subject to their policy limit of $250,000. There is no limitation as to the number of accounts a member can have under ASI’s coverage. ASI requires the maintenance of a deposit by each insured credit union in an amount equal to 1% to 1.3% of a credit union’s total shares, depending upon the credit union’s rating with state regulators. Accrual of interest on a loan is discontinued when Management believes, after considering economics, business conditions, and collection efforts that the borrower’s financial condition is such that collection of interest is doubtful. Uncollectible interest previously accrued is charged off directly to interest income. Income is subsequently recognized only to the extent cash payments are received until, in Management’s judgment, the borrower’s ability to make periodic interest and principal payments is back to normal, in which case the loan is returned to accrual status. Property and equipment: Land is carried at cost. Other fixed assets are carried at cost, less accumulated depreciation and amortization. Fixed assets are depreciated using the straight-line method over the estimated useful lives of the assets. The cost of leasehold improvements is amortized using the straight-line method over the lesser of the terms of the related leases or their useful lives. Each member’s share and savings account is insured up to $250,000 by the National Credit Union Share Insurance Fund (NCUSIF). The deposit in the NCUSIF is in accordance with regulations set forth by the National Credit Union Administration (NCUA), which require the maintenance of a deposit by each insured credit union in an amount equal to one percent of its insured shares. The deposit would be refunded to the Credit Union if its insurance coverage is terminated, it converts to insurance coverage from another source, or the operations of the fund are transferred from the NCUA Board. The Credit Union is required to pay an annual insurance premium equal to one-twelfth of one percent of its total insured shares, unless the premium is waived or reduced by the NCUA Board. Members’ share and savings accounts: Members’ shares are the savings deposit accounts of the owners of the Credit Union. Share ownership entitles the members to vote in the annual elections of the Board of Directors and on other corporate matters. Irrespective of the amount of shares owned, no member has more than one vote. Members’ shares are subordinated to all other liabilities of the Credit Union in the event of liquidation. Interest on share and savings accounts is based on available earnings at the end of an interest period and is not guaranteed by the Credit Union. Interest rates on share and savings accounts are set by the Board of Directors, based on an evaluation of current and future market conditions. Restricted members’ equity: The Credit Union is required by regulation to maintain a statutory reserve. This reserve, which represents a regulatory restriction of retained earnings, is not available for the payment of interest. Income taxes: The Credit Union is exempt, by statute, from federal and state income taxes. 10 11 Comprehensive income: FASB Accounting Standards Codification (ASC) 220, Comprehensive Income (formerly Statement of Financial Accounting Standards (SFAS) No. 130) provides accounting standards pertaining to the reporting and display of comprehensive income in a financial statement. Comprehensive income consists of net income and other comprehensive income. Accumulated other comprehensive income presented in the accompanying Statements of Members’ equity consists of the accumulated net unrealized gain (loss) on available-for-sale investments. The adoption of ASC 220 had no impact on net income or members’ equity. Presentation of comparative financial statements: To more clearly illustrate the financial condition of the Credit Union and the results of its operations, the current year financial information is presented along with the previous year. Financial information presented for the previous year may be classified differently than originally disclosed. These reclassifications, which do not affect the auditor’s report on those financial statements, were made for purposes of comparison. NOTE 2: CASH AND CASH EQUIVALENTS Cash and cash equivalents, investments with original maturity of three months or less are as follows: June 30, 2011 June 30, 2010 Cash on hand and in banks $21,856,892 $8,929,026 Deposits in federally insured financial institutions 117,685,017 $139,541,909 89,973,572 $98,902,598 The Credit Union administers a dealer incentive program for the sponsor company. Cash equivalents totaling $18.7 million and $25.2 million are designated for the payment of benefits under that program as of June 30, 2011 and 2010, respectively. NOTE 3: INVESTMENTS The carrying and estimated fair values of investments are as follows: CERTIFICATES OF DEPOSIT June 30, 2011 June 30, 2010 $3,890,000 $25,480,000 NEGOTIABLE SECURITIES June 30, 2011 Gross Gross Amortized UnrealizedUnrealized Cost Gains Losses Fair Value Available for sale: Capital stock, at Federal Home Loan Bank Capital stock, credit union service corporation $1,602,700 — — $1,602,700 30,000 — — 30,000 $1,632,700 — — $1,632,700 Gross Gross Amortized UnrealizedUnrealized Cost Gains Losses Fair Value Held to Maturity: Securities guaranteed by government sponsored enterprises $15,000,000 $16,780 $1,140 $15,015,640 $15,000,000 $16,780 $1,140 $15,015,640 NOTE 4: LOANS RECEIVABLE June 30, 2010 GrossGross Amortized UnrealizedUnrealized Cost Gains Losses The composition of loans receivable is as follows: Fair Value Available for sale: Capital stock, at Federal Home Loan Bank Capital stock, credit union service organizations $1,686,300 — — $1,686,300 30,000 — — 30,000 $1,716,300 — — $1,716,300 There were no investments classified as held to maturity as of June 30, 2010. Gross unrealized losses and fair values by length of time that the securities have been in continuous unrealized loss positions are as follows: June 30, 2011 Fair Value Continuous Unrealized Losses Existing for: Less than More than 12 months 12 months Total unrealized losses Held to Maturity: Securities guaranteed by government sponsored enterprises $2,998,860 $1,140 — $2,998,860 $1,140 — $1,140 $1,140 A summary of investments by contractual maturity is shown below. Expected maturity will differ from contractual maturity because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. June 30, 2011 June 30, 2010 Within one year $1,700,000 $25,000,000 One to five years 17,190,000 480,000 18,890,000 1,632,700 $20,522,700 25,480,000 1,716,300 $27,196,300 Subtotal Investments without a defined maturity Accrued interest receivable on investments amounted to $48,358 and $15,875 at June 30, 2011 and 2010, respectively. June 30, 2011 June 30, 2010 Real estate $168,199,264 $ 178,234,870 Automobile 122,430,633 123,344,901 Home equity lines of credit 22,408,901 23,426,521 Credit cards 55,523,858 56,481,435 Consumer type 13,011,423 14,139,670 476,045 382,050,124 490,086 396,117,483 4,802,278 $377,247,846 3,799,665 $392,317,818 Loan origination costs, net of fees Less: Allowance for loan losses Accrued interest receivable on loans amounted to $842,355 and $1,045,385 at June 30, 2011 and 2010, respectively. The Credit Union had non-accrual loans of $1,796,513 and $2,228,143 at June 30, 2011 and 2010, respectively. If interest on these loans had been recognized at the original interest rates, interest income would have increased by approximately $56,000 and $50,000 for the years ended June 30, 2011 and 2010, respectively. Participation loans sold consist of residential real estate loans. The Credit Union is the lead lender and responsible for the administration of these loans, including the collection of payments, record keeping, and collection procedures, if necessary. The Credit Union holds a security interest in the underlying collateral. In the past, participation loans were sold through Western Bridge Corporate Federal Credit Union although the Credit Union did not sell any participation loans for the years ended June 30, 2011 and 2010. Participation loans through Western Bridge Corporate Federal Credit Union totaled approximately $3.8 million and $6.3 million as of June 30, 2011 and 2010, respectively. The Credit Union administers corporate credit card for employees of the sponsor company. The sponsor company guarantees the entire line of credit on each card and pays the outstanding balances as the employees submit their expense reports. The outstanding loan balances under this agreement totaled to $3.4 million and $4.5 million as of June 30, 2011 and 2010, respectively. The total credit card limit under this agreement is $42.1 million and $42.6 million as of June 30, 2011 and 2010, respectively. 13 A summary by maturity of members’ share and savings accounts is as follows: June 30, 2011 June 30, 2010 $308,344,616 $282,540,156 108,063,250 131,829,995 One to three years 33,676,066 23,583,622 Over three years 27,583,056 19,468,702 $477,666,988 $457,422,475 No contractual maturity Allowance for Loan Losses: The Credit Union estimates the amount of losses that will be sustained on loans receivable. The allowance for loan losses represents Management’s estimate of losses not yet sustained on loans currently outstanding. A summary of the activity in the allowance for loan losses is as follows: Beginning balance Provision for loan losses Loans charged off Recoveries from charged off loans Ending balance June 30, 2011 June 30, 2010 $3,799,665 $2,660,891 3,210,000 3,579,999 (2,517,811) (2,675,465) 310,424 234,240 $4,802,278 $3,799,665 June 30, 2011 June 30, 2010 $150,207 $150,207 NOTE 5: PROPERTY AND EQUIPMENT Property and equipment are summarized as follows: Land Building and improvements Furniture, fixtures, and equipment Leasehold improvements Subtotal 7,514,007 7,509,592 12,609,906 11,654,938 804,563 786,123 21,078,683 20,100,860 Less: Accumulated depreciation and amortization 13,325,379 12,174,656 $7,753,304 $7,926,204 Depreciation and amortization expenses amounted to $1,150,723 and $1,117,497 for the years ending June 30, 2011 and 2010, respectively. NOTE 6: MEMBERS’ SHARE AND SAVINGS ACCOUNTS Share and savings accounts are summarized as follows: June 30, 2011 June 30, 2010 Share drafts $59,981,660 $54,133,007 Share savings 141,901,409 127,719,523 Other deposits 275,783,919 $477,666,988 275,569,945 $457,422,475 The aggregate amount on uninsured members’ share and savings accounts in excess of both NCUSIF and ASI coverages was approximately $26.3 million and $24.7 million as of June 30, 2011 and 2010, respectively. Within one year Interest rates are set by the Board of Directors, based on an evaluation of current and future market conditions. NOTE 7: BORROWED FUNDS The Credit Union currently has lines of credit with Western Bridge Corporate Federal Credit Union, an NCUA conserved Corporate Credit Union. The total lines of credit with Western Bridge Corporate Federal Credit Union are $58 million at June 30, 2011 at an interest rate determined by the lender’s board of directors. Under this agreement the credit union has no outstanding balance at June 30, 2011. The borrowing can be a term loan collateralized with existing certificate of deposits or by thirty and fifteen year in-house mortgage loans secured through Western Bridge Corporate Federal Credit Union. NOTE 8: COMMITMENTS AND CONTINGENT LIABILITIES The Credit Union is a party to various legal actions normally associated with collections of loans and other business activities of financial institutions, the aggregate effect of which, in Management’s opinion, would not have a material adverse effect on the financial condition or results of operations of the Credit Union. The principal commitments of the Credit Union are as follows: Lease agreements: At June 30, 2011, the Credit Union is obligated under noncancelable operating leases for office spaces. These leases contain escalation clauses providing for increased rentals based primarily on an index described in the lease agreements. Net rent expenses under these operating leases totaled $311,148 and $335,985 for the years ended June 30, 2011 and 2010, respectively. The required minimum rental payments under the terms of the leases at June 30, 2011 are as follows: Minimum Payments 2012 2013 253,651 2014 261,220 2015 268,788 Subsequent Years $249,867 418,635 $1,452,161 financial institution. We’re not just a And you’re not just someone who banks here. Loan commitments: At June 30, 2011 and 2010, the Credit Union had outstanding commitments for unused lines of credit agreement totaling approximately $200 million and $205 million, respectively that are not reflected in the accompanying financial statements. Financial instruments with off-balance sheet risk: The Credit Union is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its members and to reduce its own exposure to fluctuations in interest rates. These financial instruments are commitments to extend credit. Those instruments involve, to varying degrees, elements of credit and market risk in excess of the amount recognized in the statement of financial condition. The contract or notional amounts of those instruments reflect the extent of involvement the Credit Union has in particular classes of financial instruments. The Credit Union’s exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit is represented by the contractual notional amount of those instruments. The Credit Union uses the same credit policies in making commitments as it does for on-balance sheet instruments. These financial instruments include commitments for home equity and unsecured lines of credit. The contractual amount of commitments to extend credit is approximately $200 million. Commitments to extend credit are agreements to lend to a member as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates. Since many of the commitments are expected to expire without being drawn upon, the total commitments do not necessarily represent future cash requirements. To minimize credit risk, the Credit Union evaluates each member’s credit worthiness on a case-by- case basis. The amount of collateral obtained, if deemed necessary by the Credit Union upon extension of credit, is based on Management’s credit evaluation of the counter party. Interest rate risk associated with loan commitments is addressed in the Credit Union’s asset/liability management policies. Financial instruments with concentration of credit risk: The Credit Union’s lending activity is with its members, most of whom are employees or former employees of American Honda Education Corp., American Honda Finance Corp., American Honda Foundation, American Honda Motor Co., Inc. (AHM), Calhac, Celina Aluminum Precision Technology (CapT), Clark Trucking, Honda of America Manufacturing, Inc. (HAM), Honda Manufacturing of Alabama, LLC (HMA), Honda South Carolina (HSC), Honda Trading America Corp. (HTA), Honda Power Equipment (HPE), Honda Research of America, Honda North America (HNA), Honda Performance Development, Inc., Honda Access America, Honda Aero, Inc., Honda Aircraft, Honda Manufacturing Indiana (HMIN), Honda Precision Parts of Georgia, Honda Federal Credit Union, Honda Transmission Manufacturing (HTM), Honda Kaihatsu Kogyo USA, Inc., Honda Engineering, NA, Inc. (EGA), Honda Patents & Technologies North America LLC (HPT), Honda Lock (HL-A Co., Inc.), Komyo America Co., Inc., Midwest Express Inc. (MEI), One Solution Logistics, South East Express of South Carolina, New South Express, One World Logistics, and their qualifying family members. A substantial portion of the cash equivalents portfolio is comprised of deposits in Western Bridge Corporate Federal Credit Union. In July 2010, the $250,000 maximum federal deposit insurance level was made permanent upon the adoption of the DoddFrank Wall Street Reform and Consumer Protection Act. As further explained in Note #1, all deposits at Western Bridge Corporate Federal Credit Union are guaranteed by the NCUSIF through December 31, 2012. 15 NOTE 9: RELATED-PARTY TRANSACTIONS Loans to Credit Union officials and senior executive staff were made with interest rates, terms and collateral requirements comparable to those required of other members. The outstanding loan balance to Credit Union officials and senior executive staff amounted to approximately $38,000 and $44,000 as of June 30, 2011 and 2010, respectively. The aggregate amount of these loans is not significant to the financial statements. Officials of the Credit Union provide management and consulting services on a voluntary basis. American Honda Motor Company, Inc. and Honda of America Manufacturing, Inc. provided financial support and services, including office space at reduced rates, to offset the cost of the Credit Union operation. Employees of the Credit Union are compensated by American Honda Motor Company, Inc. Benefits including retirement which are offered to employees of the sponsor and are also provided to the Credit Union staff. The Credit Union reimburses the sponsor for these costs. On April 1, 2010, some Credit Union employees that had been assigned to the following Honda affiliates in Ohio (HAM), Alabama (HMA), and South Carolina (HSC) were converted to California (AHM). There were 45 (HAM) employees, 6 (HMA) employees, and 1 (HSC) employees that were separated and reassigned for administrative purposes to California. Employee’s compensation, benefits, and career level designation were impacted. NOTE 10: FAIR VALUE OF FINANCIAL INSTRUMENTS FASB Accounting Standards Codification (ASC) 825, Financial Instruments (formerly Statement of Financial Accounting Standards No. 107, Disclosures about Fair Value of Financial Instruments), requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. ASC 825 excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the credit union. The following methods and assumptions were used in estimating the fair value disclosures for financial instruments: Cash and cash equivalents: The carrying amounts reported in the statement of financial condition for cash and cash equivalents approximate the fair value of those instruments. Certificates of deposit: Fair values for certificates of deposit are estimated using a discounted cash flow analysis that applies to the portfolio interest rates currently being offered on new certificates of similar amounts and remaining maturities. The carrying amount of accrued interest receivable on certificates of deposit approximates fair value. Loans to members, net of allowance for loan losses: For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying amounts. Fair values of fixed-rate real estate loans are estimated using quoted market prices where available, or quoted market prices of comparable instruments. The fair values for other loans are estimated using discounted cash flow analysis, based on interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Loan fair value estimates include judgments regarding future expected loss experience and risk characteristics. The carrying amount of accrued interest receivable approximates fair value. Members’ share and savings accounts: The fair values disclosed for demand deposits, including regular shares, share drafts and money market accounts, are by definition, equal to the amount payable on demand at the reporting date (that is, their carrying amounts). The fair values for share certificates are estimated using a discounted cash flow analysis that applies to the portfolio interest rates currently being offered on new share certificates of similar amounts and remaining maturity. Other balance sheet financial instruments: The carrying amount of other balance sheet financial instruments such as the share insurance deposit, accounts receivable and accounts payable is a reasonable estimation of fair value. Off-balance sheet financial instruments: The fair value of unused lines of credit with members is the contractual amount of these commitments. Fair values of corporate lines of credit with other financial institutions used by the credit union for short term liquidity purposes is the maximum credit limit. The estimated fair values of financial instruments where the estimated fair value is different from the carrying value and is not disclosed elsewhere in the Notes to Financial Statements are as follows: June 30, 2011 Carrying Amount Fair Value $3,890,000 $3,913,000 Balance Sheet Financial Instruments: Certificates of Deposit Loans Receivable 377,247,846 381,143,000 Members’ share and savings account 477,666,988 465,788,000 16 June 30, 2010 NOTE 13: REGULATORY ACTION On January 29, 2009, the National Credit Union Administration (NCUA) announced their plan to stabilize the troubled corporate credit union system. The plan calls for the natural-person credit unions to take on the cost of this stabilization plan. While the NCUA action came as a surprise to most people, the underlying problem had been known for the past few years. Carrying Amount Fair Value Balance Sheet Financial Instruments: Certificates of Deposit $25,480,000 $25,491,000 Loans Receivable 392,317,818 396,633,000 Members’ share and savings account 457,422,475 446,616,000 NOTE 11: REGULATORY CAPITAL The Credit Union is subject to various regulatory capital requirements administered by the National Credit Union Administration. Failure to meet minimum net worth requirements can initiate certain mandatory (and possibly additional discretionary) actions by regulators that, if undertaken, could have a direct material effect on the Credit Union’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Credit Union must meet specific net worth guidelines that involve quantitative measures of the Credit Union’s assets and liabilities, as calculated under generally accepted accounting principles. Quantitative measures established by regulation to ensure capital adequacy require the Credit Union to maintain minimum ratios (set forth in the table below) of net worth (as defined in the regulations) to assets (as defined). Management believes that as of June 30, 2011, the Credit Union meets all capital adequacy requirements to which it is subject. As of June 30, 2011, the Credit Union’s net worth is categorized as well-capitalized under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, the Credit Union must maintain a minimum net worth ratio at June 30, 2011 as follows: AmountRatio Actual $45,876,554 8.3% For Capital Adequacy Purposes $33,317,555 6.0% To be Well Capitalized per Prompt Corrective Action Provisions $38,870,481 7.0% NOTE 12: FORECLOSED AND REPOSSESSED ASSETS Included with other assets is real estate, automobile, and other assets obtained through foreclosures and repossession. The total foreclosed and repossessed assets are valued at $380,064 and $299,255 as of June 30, 2011 and 2010, respectively. Some of the large corporate credit unions invested in private-label, mortgage-backed securities, so when the real estate market collapsed and credit markets froze up, the value of these securities plummeted. As a result, the corporate credit unions involved began to disclose substantial unrealized losses on their investment portfolios. Because they classified those troubled investments as “available for sale”, accounting rules allowed them to show the unrealized losses on the balance sheet while not affecting the income statement. Some corporate credit unions went even further, moving the unrealized loss completely off their financial statements and relegating the issue to footnote status. Federally insured credit unions are required to maintain a deposit in the National Credit Union Share Insurance Fund (NCUSIF) equal to 1% of their insured shares. That deposit, carried as an asset, is periodically adjusted based on the total amount of insured shares at each reporting period. To cover the funds injected into the corporate credit union system and provide for the related guarantees made by the NCUA, the NCUSIF fund was significantly impaired. In May of 2009, federal legislation was enacted lifting the impairment on the NCUSIF fund and creating the new NCUA Corporate Credit Union Stabilization Fund. This new fund will be financed with a $5.9 billion loan from the United States Treasury to be repaid over a period of seven to eight years. In September 2009, the Credit Union was assessed 15 basis points of insured shares totaling $674,401 for NCUSIF share insurance premium and Temporary Corporate Credit Union Stabilization expense. This assessment was paid in December 2009. In June 2010, the Credit Union was assessed 13.4 basis points of insured shares totaling $584,176 for Temporary Corporate Credit Union Stabilization expense. This assessment was paid in August 2010. In September 2010, the Credit Union was assessed 12.42 basis points of insured shares totaling $537,460 for NCUSIF share insurance premium. This assessment was paid in November 2010. In August 2011, the Credit Union was assessed 25 basis points of insured shares estimated at $1,129,000 for Temporary Corporate Credit Union Stabilization expense. This assessment is payable on September 27, 2011. As of June 30, 2011, the Credit Union also accrued $1,168,365 for future assessments. NOTE 14: SUBSEQUENT EVENTS The Credit Union has evaluated subsequent events through September 28, 2011, which is the date the financial statements were available to be issued. There were no significant subsequent events through September 28, 2011. 17 stronger The connection between us is than money. 18 y l i fam We’re www.hondafcu.org • www.hondafcu.mobi Branch Office Locations Lincoln, AL (800) 634-6632 FAX: (205) 355-5820 Torrance, CA (800) 634-6632 FAX: (310) 781-6615 Greensburg, IN (800) 634-6632 FAX: (812) 222-6500 Anna, OH (800) 634-6632 FAX: (937) 498-5618 East Liberty, OH (800) 634-6632 FAX: (937) 644-6768 Marysville, OH (800) 634-6632 FAX: (937) 642-5184 Marysville Community, OH (800) 634-6632 FAX: (937) 642-0064 Russells Point, OH (800) 634-6632 FAX: (937) 843-4624 Timmonsville, SC (800) 634-6632 FAX: (843) 346-6100 ATM Locations ALABAMA Lincoln HMA – Northwest side of the office HMA – Line 2 at Associate Entrance HMA – Line 2 Upstairs at Associate Entrance HMA – Welcome Center CALIFORNIA Torrance AHM – Torrance Building 100 Vending Core AHM – Torrance Branch Office Indiana Greensburg HFCU Lobby and Drive-Up HMIN – 2755 N. Michigan Ave. cafeteria OHIO Anna AEP – Anna South Entrance AEP – Anna West Entrance Bellefontaine 200 E. Sandusky Ave. (Village Pantry) 1138 N. Main St. (Village Pantry) Celina 7059 Staeger Rd. (CAPT - Not available to the public) East Liberty ELP – East Liberty Cafeteria ELP – East Liberty Plant Entrance Kenton 350 S. Main St. (Village Pantry) Marysville HFCU –17655 Echo Drive (Lobby and Drive Thru) HFCU – 19775 S.R. 739 (Lobby and Drive Thru) HAM – 23800 Honda Parkway (North Cafeteria) HAM – Main Auto Entrance HAM – South Cafeteria Entrance HAM – Motorcycle South Entrance 303 E. Fifth St. (Downtown Marysville –Village Pantry) 1301 W. Fifth St. (Village Pantry) 700 Milford Rd. (Community Market) Raymond HRA – Associate Entrance Russells Point HTM – Associate Entrance 209 S.R. 708 (Indian Lake Plaza) St. Marys 1115 Celina Rd, St Marys OH 45885 (Pump and Pack Shell Station) NORTH CAROLINA Swepsonville HPE – Associate Cafeteria SOUTH CAROLINA Timmonsville HSC – Associate Entrance HSC – NE Corner Cafeteria Administrative Office 19701 Hamilton Avenue, Suite 130 • Torrance, CA 90502-1352 Phone: 1-800-634-6632 (1-800-63-Honda) FAX: (310) 217-8211