CFNB 10-Q Quarterly Report March 31, 2016 | Alphaminr
CALIFORNIA FIRST NATIONAL BANCORP

CFNB 10-Q Quarter ended March 31, 2016

CALIFORNIA FIRST NATIONAL BANCORP
10-Ks and 10-Qs
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
10-Q
10-K
10-Q
10-Q
PROXIES
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
DEF 14A
10-Q 1 f10q_042916p.htm FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[Mark One]
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2016
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No.: 0-15641
California First National Bancorp
(Exact name of registrant as specified in charter)

California 33-0964185
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
28 Executive Park
Irvine, California 92614
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (949) 255-0500

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 and 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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller Reporting Company þ

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

Yes o No þ

The number of shares outstanding of the Registrant’s Common Stock, par value $.01 per share, as of April 20, 2016 was 10,279,807.

California First National Bancorp

INDEX

PAGE
PART 1. FINANCIAL INFORMATION NUMBER
Item 1. Financial Statements
Consolidated Balance Sheets - March 31, 2016 and June 30, 2015 3
Consolidated Statements of Earnings - Three and nine months ended March 31, 2016 and 2015 4
Consolidated Statements of Comprehensive Income - Three and nine months ended March 31, 2016 and 2015 5
Consolidated Statements of Cash Flows - Nine months ended March 31, 2016 and 2015 6
Consolidated Statement of Stockholders’ Equity - Nine months ended March 31, 2016 and 2015 7
Notes to Consolidated Financial Statements 8-17
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 17 - 26
Item 3. Quantitative and Qualitative Disclosures About Market Risk 26 – 27
Item 4. Controls and Procedures 27
PART 2. OTHER INFORMATION
Item 1A. Risk Factors 28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 28
Item 6. Exhibits 28
Signature 29

Forward-Looking Statements

This Form 10-Q contains forward-looking statements. Forward-looking statements include, among other things, the information concerning our possible future consolidated results of operations, business and growth strategies, financing plans, our competitive position and the effects of competition. Forward-looking statements include all statements that are not historical facts and can be identified by forward-looking words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “plan”, “may”, “should”, “will”, “would”, “project” and similar expressions. These forward-looking statements are based on information currently available to us and are subject to inherent risks and uncertainties, and certain factors could cause actual results to differ materially from those anticipated. Particular uncertainties arise from the behavior of financial markets, including fluctuations in interest rates and securities prices, from unanticipated changes in the risk characteristics of the lease and loan portfolio, the level of defaults and a change in the provision for credit losses, and from numerous other matters of national, regional and global scale, including those of a political, economic, business, competitive or regulatory nature. Forward-looking statements speak only as of the date made. The Company undertakes no obligations to update any forward-looking statements. Management does not undertake to update our forward-looking statements to reflect events or circumstances arising after the date on which they are made.


California First National Bancorp

CONSOLIDATED BALANCE SHEETS

(thousands, except for share amounts)

March 31,
2016
June 30,
2015
(Unaudited)
ASSETS
Cash and due from banks $ 79,456 $ 60,240
Investments 3,611 3,334
Securities available-for-sale 96,653 81,212
Receivables 1,645 1,174
Property acquired for transactions in process 24,306 31,340
Leases and loans:
Net investment in leases 271,579 301,733
Commercial loans 378,668 246,509
Allowance for credit losses (6,753 ) (6,456 )
Net investment in leases and loans 643,494 541,786
Net property on operating leases 3,257 773
Income taxes receivable 146 231
Other assets 2,441 791
Discounted lease rentals assigned to lenders 5,881 10,193
$ 860,890 $ 731,074
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Demand and savings deposits $ 81,401 $ 70,447
Time certificates of deposit 512,599 401,459
Short-term borrowings 57,000 42,000
Accounts payable 2,069 2,635
Accrued liabilities 2,500 2,278
Lease deposits 1,683 1,900
Non-recourse debt 5,881 10,193
Deferred income taxes, net 10,892 11,944
674,025 542,856
Commitments and contingencies
Stockholders' equity:
Preferred stock; 2,500,000 shares authorized; none issued - -
Common stock; $.01 par value; 20,000,000 shares authorized; 10,279,807 (March 2016) and 10,459,924 (June 2015) issued and outstanding 103 105
Additional paid in capital 2,239 3,376
Retained earnings 183,580 184,506
Accumulated other comprehensive income, net of tax 943 231
186,865 188,218
$ 860,890 $ 731,074

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

3

CALIFORNIA FIRST NATIONAL BANCORP

CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)

(thousands, except for per share amounts)

Three months ended
March 31,
Nine months ended
March 31,
2016 2015 2016 2015
Finance and loan income $ 6,217 $ 5,421 $ 18,048 $ 15,737
Investment interest income 620 366 1,609 1,021
Total interest income 6,837 5,787 19,657 16,758
Interest expense
Deposits 1,549 991 4,201 2,745
Borrowings 66 22 146 37
Net interest income 5,222 4,774 15,310 13,976
Provision for credit losses 200 100 1,275 775
Net interest income after provision for credit losses 5,022 4,674 14,035 13,201
Non-interest income
Operating and sales-type lease income 112 51 366 252
Gain on sale of leases and leased property 352 787 1,564 4,488
Gain on sale of investment securities - - 23 347
Other than temporary impairment loss - - - (91 )
Other income, net 33 129 149 3,183
Total non-interest income 497 967 2,102 8,179
Non-interest expenses
Compensation and employee benefits 1,898 2,142 5,581 6,493
Occupancy 173 158 511 475
Professional services 192 171 571 476
Repossessed assets 197 - 197 -
Other general and administrative 424 441 1,268 1,425
Total non-interest expenses 2,884 2,912 8,128 8,869
Earnings before income taxes 2,635 2,729 8,009 12,511
Income taxes 1,024 1,051 3,115 4,817
Net earnings $ 1,611 $ 1,678 $ 4,894 $ 7,694
Basic earnings per common share $ 0.15 $ 0.16 $ 0.47 $ 0.74
Diluted earnings per common share $ 0.15 $ 0.16 $ 0.47 $ 0.74
Dividends paid per common share outstanding $ - $ - $ 0.44 $ 0.42
Weighted average common shares outstanding 10,397 10,460 10,439 10,460
Diluted common shares outstanding 10,397 10,460 10,439 10,460

The accompanying notes are an integral part

of these consolidated financial statements.

4

CALIFORNIA FIRST NATIONAL BANCORP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(in thousands)

Three months ended
March 31,
Nine months ended
March 31,
2016 2015 2016 2015
Net earnings $ 1,611 $ 1,678 $ 4,894 $ 7,694
Other comprehensive income (loss):
Unrealized gains on securities available-for-sale 1,625 750 1,187 768
Other-than-temporary impairment loss on securities available-for-sale - - - 91
Reclassification adjustment of realized gain included in net income on securities available-for-sale - - (23 ) (438 )
Tax effect (632 ) (289 ) (452 ) (162 )
Total other comprehensive (loss)/income 993 461 712 259
Total comprehensive income $ 2,604 $ 2,139 $ 5,606 $ 7,953

The accompanying notes are an integral part

of these consolidated financial statements.

5

California First National Bancorp

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

Nine Months Ended
March 31,
2016 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Earnings $ 4,894 $ 7,694
Adjustments to reconcile net earnings to cash flows provided by (used for) operating activities:
Provision for credit losses 1,275 775
Depreciation and net amortization (accretion) (36 ) (346 )
Repossessed assets 197 -
Gain on sale of leased property and sales-type lease income (149 ) (2,105 )
Net gain recognized on investment securities (23 ) (438 )
Impairment loss on investment securities - 91
Deferred income taxes, including income taxes payable (1,509 ) (3,004 )
Decrease in income taxes receivable 85 1,341
Net increase (decrease) accounts payable and accrued liabilities 222 (56 )
Other, net (716 ) (392 )
Net cash provided by operating activities 4,240 3,560
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in leases, loans and transactions in process (292,772 ) (271,380 )
Payments received on lease receivables and loans 168,810 177,054
Proceeds from sales of leased property and sales-type leases 1,981 4,312
Proceeds from sales and assignments of leases 23,417 54,250
Purchase of investment securities (22,451 ) (54,927 )
Pay down on investment securities 3,007 11,343
Proceeds from sale of investment securities 4,769 808
Net increase in other assets (1,916 ) (585 )
Net cash used for investing activities (115,155 ) (79,125 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in time certificates of deposit 111,140 76,205
Net increase in demand and savings deposits 10,954 7,519
Net increase in short-term borrowings 15,000 20,000
Payments to repurchase common stock (2,360 ) -
Dividends to stockholders (4,603 ) (4,393 )
Net cash provided by financing activities 130,131 99,331
NET CHANGE IN CASH AND CASH EQUIVALENTS 19,216 23,766
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 60,240 40,122
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 79,456 $ 63,888
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
(Decrease) increase in lease rentals assigned to lenders and related non-recourse debt $ (4,312 ) $ 2,995
Estimated residual values recorded on leases $ (469 ) $ (2,046 )
Lease transferred to repossessed assets $ 1,500 $ -
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Net cash paid during the nine month period for:
Interest $ 4,237 $ 2,697
Income Taxes $ 4,540 $ 6,481

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

6

California First National Bancorp

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)

(in thousands, except for share amounts)

Shares Amount Additional
Paid in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income
Total
Nine months ended March 31, 2015
Balance, June 30, 2014 10,459,924 $ 105 $ 3,372 $ 179,844 $ 424 $ 183,745
Net earnings - - - 7,694 - 7,694
Other comprehensive income - - - - 259 259
Stock based compensation expense - - 4 - - 4
Dividends paid - - - (4,393 ) - (4,393 )
Balance, March 31, 2015 10,459,924 $ 105 $ 3,376 $ 183,145 $ 683 $ 187,309
Nine months ended March 31, 2016
Balance, June 30, 2015 10,459,924 $ 105 $ 3,376 $ 184,506 $ 231 $ 188,218
Net earnings - - - 4,894 - 4,894
Other comprehensive income - - - - 712 712
Stock based compensation expense - - 4 - - 4
Stock repurchased (180,117 ) (2 ) (1,141 ) (1,217 ) - (2,360 )
Dividends paid (4,603 ) - (4,603 )
Balance, March 31, 2016 10,279,807 $ 103 $ 2,239 $ 183,580 $ 943 $ 186,865

The accompanying notes are an integral part

of these consolidated financial statements.

7

California First National Bancorp

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1- BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of California First National Bancorp (the “Company”) and its subsidiaries California First National Bank (“CalFirst Bank” or the “Bank”) and California First Leasing Corporation (“CalFirst Leasing”) have been prepared in accordance with generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The financial statements should be read in conjunction with the financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended June 30, 2015. The material under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is written with the presumption that the readers have read or have access to the 2015 Annual Report on Form 10-K, which contains Management’s Discussion and Analysis of Financial Condition and Results of Operations as of June 30, 2015 and for the year then ended.

In the opinion of management, the unaudited consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the consolidated balance sheet as of March 31, 2016 and the consolidated statements of earnings, comprehensive income, cash flows and stockholders’ equity for the periods presented. The results of operations for the three and nine month periods ended March 31, 2016 are not necessarily indicative of the results of operations to be expected for the entire fiscal year ending June 30, 2016.

Certain reclassifications have been made to the fiscal 2015 financial statements to conform with the presentation of the third quarter of fiscal 2016 financial statements.

NOTE 2 – RECENT ACCOUNTING PRONOUNCEMENTS

In January 2016, the FASB issued Accounting Standards Update 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. Changes made to the current measurement model primarily affect the accounting for equity securities with readily determinable fair values, where changes in fair value will impact earnings instead of other comprehensive income. The accounting for other financial instruments, such as loans, investments in debt securities, and financial liabilities is largely unchanged. The Update also changes the presentation and disclosure requirements for financial instruments including a requirement that public business entities use exit price when measuring the fair value of financial instruments measured at amortized cost for disclosure purposes. This Update is generally effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the effects of ASU 2016-01 on its financial statements and disclosures.

In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (Topic 842). The purpose of this Update is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is evaluating the impact of this new requirement on the consolidated earnings, financial position and cash flows of the Company.

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606).” The ASU is a converged standard between the FASB and the International Accounting Standards Board that provides a single comprehensive revenue recognition model for all contracts with customers across transactions and industries. The new accounting guidance clarifies the principles for recognizing revenue from contracts with customers. The new accounting guidance, which does not apply to financial instruments, is effective for interim and annual reporting periods beginning after December 15, 2017. The Company does not expect the new guidance to have a material impact on its consolidated financial position or results of operations.

NOTE 3 – STOCK-BASED COMPENSATION

At March 31, 2016, the Company has one stock option plan, which is more fully described in Note 14 in the Company’s 2015 Annual Report on Form 10-K. Pursuant to ASC Topic 718, “Compensation – Stock Compensation” (“ASC 718”), compensation expense is recognized over the requisite service period using the fair-value based method for all new awards calculated at the grant date.

8

During the quarter and nine months ended March 31, 2016, the Company recognized pre-tax stock-based compensation expense of $1,100 and $3,300, respectively. Such expense related to options granted during fiscal 2013. The Company has not awarded any new grants in fiscal 2016 and has calculated the stock-based compensation expense based upon the original grant date fair value as allowed under ASC 718. The valuation variables utilized at the grant dates are discussed in the Company’s 2013 Annual Report on Form 10-K, the year of the original grant. As of March 31, 2016, approximately $5,900 of total unrecognized compensation expense related to unvested shares is expected to be recognized over the next 16 months.

Stock option activity for the periods indicated is summarized in the following table:

For the nine months ended
March 31, 2016 March 31, 2015
Shares Weighted Average
Exercise Price
Shares Weighted Average
Exercise Price
Options outstanding at beginning of period 10,000 $ 16.00 10,000 $ 16.00
Exercised - - - -
Granted - - - -
Options outstanding at end of period 10,000 $ 16.00 10,000 $ 16.00
Options exercisable at end of period 6,000 4,000

Stock options outstanding and exercisable are summarized below:

As of March 31, 2016
Options Outstanding Options Exercisable

Range of
Exercise prices



Number
Outstanding


Weighted Average
Remaining Contractual
Life (in years)



Weighted Average
Exercise Price



Number
Exercisable



Weighted Average
Exercise Price
$ 16.00 - 16.00 10,000 6.33 $ 16.00 6,000 $ 16.00

NOTE 4 – FAIR VALUE MEASUREMENT

ASC Topic 820: “Fair Value Measurements and Disclosures” defines fair value as the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. ASC Topic 820 establishes a three-tiered value hierarchy that prioritizes inputs based on the extent to which inputs used are observable in the market and requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs.  If a value is based on inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation. The three levels of inputs are defined as follows:

Level 1 - Valuation is based upon unadjusted quoted prices for identical instruments traded in active markets;
Level 2 - Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market;
Level 3 - Valuation is generated from model-based techniques that use inputs not observable in the market and based on the entity’s own judgment. Level 3 valuation techniques could include the use of option pricing models, discounted cash flow models and similar techniques, and rely on assumptions that market participants would use in pricing the asset or liability.

ASC 820 applies whenever other accounting pronouncements require presentation of fair value measurements, but does not change existing guidance as to whether or not an instrument is carried at fair value. As such, ASC 820 does not apply to the Company’s investment in leases. The Company’s financial assets measured at fair value on a recurring basis include primarily securities available-for-sale and at March 31, 2016, there were no liabilities subject to ASC 820.

9

Securities available-for-sale include U.S. Treasury Notes, corporate bonds, municipal bonds, U.S. government agency (“Agency”) mortgaged-backed securities (“MBS”), mutual fund and equity investments and generally are reported at fair value utilizing Level 1 and Level 2 inputs. The fair value of corporate and municipal bonds and the MBS are obtained from independent quotation bureaus that use computerized valuation formulas to calculate current values based on observable transactions, but not a quoted bid, or are valued using prices obtained from the custodian, who uses third party data service providers (Level 2 input). U.S. Treasury Notes, mutual funds and equity investments are valued by reference to the market closing or last trade price (Level 1 inputs). In the unlikely event that no trade occurred on the applicable date, an indicative bid or the last trade most proximate to the applicable date would be used (Level 2 input).

The Company’s assets, which are measured at fair value on a recurring basis as of March 31, 2016 and June 30, 2015 are summarized as follows:

Description of Assets / Liabilities Total
Fair Value
Quoted Price in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
(in thousands)
As of March 31, 2016
U.S. Treasury Notes $ 48,497 $ 48,497 $ - $ -
Corporate debt securities 13,296 - 13,296 -
Agency MBS 33,486 - 33,486 -
Mutual fund investment 1,374 1,374 - -
$ 96,653 $ 49,871 $ 46,782 $ -
As of June 30, 2015
U.S. Treasury Notes $ 47,770 $ 47,770 $ - $ -
Corporate debt securities 13,152 - 13,152 -
Agency MBS 18,669 - 18,669 -
Securities of state and political subdivisions 412 - 412 -
Mutual fund investment 1,209 1,209 - -
$ 81,212 $ 48,979 $ 32,233 $ -

Certain financial assets, such as collateral dependent impaired loans and repossessed or returned assets are measured at fair value on a nonrecurring basis; that is, the assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. During the quarter ended March 31, 2016, the equipment subject to a lease rejected in bankruptcy was transferred from lease receivables and recorded as repossessed equipment in other assets.

The fair value of repossessed equipment is based on available market information, including sales results and appraisal, less estimated selling costs. The equipment repossessed was initially recorded at the estimated fair value less estimated selling costs at the time of transfer to repossessed and returned assets.

The following table summarizes the Company’s assets, which are measured at fair value on a non-recurring basis as of March 31, 2016. The Company had no such assets or liabilities at June 30, 2015.

Description of Assets / Liabilities Total
Fair Value
Quoted Price in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
(in thousands)
As of March 31, 2016
Repossessed asset $ 1,500 $ - $ - $ 1,500

NOTE 5 – fair value of Financial Instruments

In accordance with ASC 825-50, the following table summarizes the estimated fair value of financial instruments as of March 31, 2016, and June 30, 2015, and includes financial instruments that are not accounted for or carried at fair value. In accordance with disclosure guidance, certain financial instruments, including all lease related assets and liabilities and all non-financial instruments are excluded from fair value of financial instrument disclosure requirements. Accordingly, the aggregate of the fair values presented does not represent the total underlying value of the Company. These fair value estimates are based on relevant market information and data, however, given there is no active market or observable market transactions for certain financial instruments, the Company has made estimates of fair values which are subjective in nature, involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimated values.

10

For cash and cash equivalents and demand and savings deposits, because of their short-term nature, the carrying amounts approximate the fair value and are classified as Level 1 in the fair value hierarchy. Values for investments and available-for-sale securities are determined as set forth in Note 4, 6 and 7. The fair values of loan participations that trade regularly in the secondary market are based upon current bid prices in such market at the measurement date and are classified as Level 2 in the fair value hierarchy. For other loans, the estimated fair value is calculated based on discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality and are classified as Level 3 in the fair value hierarchy. These calculations have been adjusted for credit risk based on the Company’s historical credit loss experience. The fair value of certificates of deposit and short-term borrowings are estimated based on discounted cash flows using current offered market rates or interest rates for borrowings of similar maturity and are classified as Level 3 in the fair value hierarchy.

The estimated fair values of financial instruments were as follows:

March 31, 2016 June 30, 2015
Carrying
Amount
Estimated
Fair Value
Carrying
Amount
Estimated
Fair Value
(in thousands)
Financial Assets:
Cash and cash equivalents $ 79,456 $ 79,456 $ 60,240 $ 60,240
Investments 3,611 3,625 3,334 3,349
Securities available-for-sale 96,653 96,653 81,212 81,212
Commercial loan participations 362,871 359,659 227,238 226,627
Other loans 11,425 11,575 16,224 16,381
Financial Liabilities:
Demand and savings deposits 81,401 81,401 70,447 70,447
Time certificate of deposits 512,599 512,348 401,459 401,211
Short-term borrowings $ 57,000 $ 57,010 $ 42,000 $ 42,004

NOTE 6 – INVESTMENTS:

Investments are carried at cost and consist of the following:

March 31, 2016 June 30, 2015
Carrying Cost Fair Value Carrying Cost Fair Value
(in thousands)
Federal Reserve Bank Stock $ 1,955 $ 1,955 $ 1,955 $ 1,955
Federal Home Loan Bank Stock 1,539 1,539 1,260 1,260
Mortgage-backed investment 117 131 119 134
$ 3,611 $ 3,625 $ 3,334 $ 3,349

The investment in Federal Home Loan Bank of San Francisco (“FHLB”) stock is a required investment related to CalFirst Bank’s borrowing relationship with the FHLB. The FHLB obtains its funding primarily through issuance of consolidated obligations of the Federal Home Loan Bank system. The U.S. Government does not guarantee these obligations, and each of the twelve FHLB’s are generally jointly and severally liable for repayment of each other’s debt. Therefore, the Company’s investment could be adversely impacted by the financial operations of the FHLB and actions by the Federal Housing Finance Agency. These investments have no stated maturity.

CalFirst Bank is required to hold Federal Reserve Bank stock equal to 6% of its capital surplus, which is defined as additional paid-in capital stock, less any gains (losses) on available for sale securities as of the current period end.

The mortgage-backed investment consists of one U.S. agency issued security. The Company has determined that it has the ability to hold this investment until maturity and, given the Company’s intent to do so, anticipates that it will realize the full carrying value of its investment and carries the security at amortized cost.

11

NOTE 7 – SECURITIES AVAILABLE FOR SALE :

The amortized cost and fair value of securities available for sale at March 31, 2016 were as follows:

(in thousands) Amortized Gross Unrealized Fair
Cost Gains Losses Value
U.S. Treasury Notes $ 47,338 $ 1,159 $ - $ 48,497
Corporate debt securities 13,327 3 (34 ) 13,296
Agency MBS 33,229 257 - 33,486
Mutual fund investment 1,215 159 - 1,374
Total securities available-for-sale $ 95,109 $ 1,578 $ (34 ) $ 96,653

The amortized cost and fair value of securities available for sale at June 30, 2015 were as follows:

(in thousands) Amortized Gross Unrealized Fair
Cost Gains Losses Value
U.S. Treasury Notes $ 47,286 $ 484 $ - $ 47,770
Corporate debt securities 13,165 18 (31 ) 13,152
Agency MBS 18,765 53 (149 ) 18,669
Securities of state and political subdivisions 406 6 - 412
Mutual fund investment 1,215 - (6 ) 1,209
Total securities available-for-sale $ 80,837 $ 561 $ (186 ) $ 81,212

The available-for-sale securities amortized cost and estimated fair value at March 31, 2016, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

Amortized Cost Fair Value
(in thousands)
Due in one year or less $ - $ -
Due after one year but less than 5 years 60,665 61,793
Due after five years 33,229 33,486
No stated maturity 1,215 1,374
Total securities available-for-sale $ 95,109 $ 96,653

During the nine months ended March 31, 2016, the Company realized a gain of $23,000 from an early call of a corporate debt security for proceeds of $4.8 million. During the nine months ended March 31, 2015, the Company realized a gain of $438,000 from the sale of one equity investment for proceeds of $808,000. The net gain is recognized using the specific identification method and is included in non-interest income. The following table presents the fair value and associated gross unrealized loss on available-for-sale securities with a gross unrealized loss at March 31, 2016 and June 30, 2015.

Less than 12 Months 12 Months or More Total
Unrealized
Loss
Estimated
Fair Value
Unrealized
Loss
Estimated
Fair Value
Unrealized
Loss
Estimated
Fair Value
(in thousands)
At March 31, 2016
Corporate debt securities $ (34 ) $ 8,278 $ - $ - $ (34 ) $ 8,278
Total $ (34 ) $ 8,278 $ - $ - $ (34 ) $ 8,278
At June 30, 2015
Corporate debt securities $ (31 ) $ 8,388 $ - $ - $ (31 ) $ 8,388
Agency MBS (149 ) 14,170 - - (149 ) 14,170
Mutual fund investments (6 ) 1,209 - - (6 ) 1,209
Total $ (186 ) $ 23,767 $ - $ - $ (186 ) $ 23,767

12

The Company conducts a regular assessment of its investment portfolios to determine whether any securities are other-than-temporarily impaired. In estimating other-than-temporary impairment losses, management considers, among other factors, length of time and extent to which the fair value has been less than cost, the financial condition and near term prospects of the issuer, and the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery. The $34,000 of unrealized losses at March 31, 2016 and the $186,000 unrealized losses at June 30, 2015 are related to fluctuations in interest rates during the periods, and not credit quality. Since the Company has the intent to hold these securities and more likely than not, will not need to sell them, the Company does not consider these investments to be other-than-temporarily impaired at March 31, 2016 and June 30, 2015.

In September 2014, the Company recorded a pre-tax impairment charge of $91,000 related to the mutual fund investment. While the Company had the ability and intent to retain this investment, given that the fund lowered its dividend by 11% in May 2014 and had traded below its recorded cost for over twelve months, the Company determined that an other than temporary impairment had occurred.

At March 31, 2016 and at June 30, 2015, U.S. Treasury notes and Agency MBS with an amortized cost of $80.6 million and $66.1 million, respectively, were pledged to secure borrowings from the FHLB (see Note 11).

NOTE 8 – NET INVESTMENT IN LEASES

Net investment in leases consists of the following:

March 31,
2016
June 30,
2015
(in thousands)
Minimum lease payments receivable $ 280,849 $ 310,960
Estimated residual value 12,580 13,819
Less unearned income (21,850 ) (23,046 )
Net investment in leases before allowances 271,579 301,733
Less allowance for lease losses (2,311 ) (3,339 )
Less valuation allowance for estimated residual value (70 ) (70 )
Net investment in leases $ 269,198 $ 298,324

The minimum lease payments receivable and estimated residual value are discounted using the internal rate of return method related to each specific capital lease. Unearned income includes the offset of initial direct costs of $2.5 million at March 31, 2016 and $2.4 million at June 30, 2015.

NOTE 9 – COMMERCIAL LOANS

Commercial loans consist of the following:

March 31,
2016
June 30,
2015
(in thousands)
Commercial term loans $ 375,353 $ 238,973
Commercial real estate loans 3,583 7,531
Revolving lines of credit 655 585
Total commercial loans 379,591 247,089
Less unearned income and discounts (923 ) (580 )
Less allowance for loan losses (4,372 ) (3,047 )
Net commercial loans $ 374,296 $ 243,462

Commercial loans are reported at their outstanding unpaid principal balances reduced by the allowance for loan losses and net of any deferred fees or costs on originated loans, or unamortized premiums or discounts on purchased loans. Interest income is accrued on the unpaid principal balance. Loan origination fees and certain direct origination costs are capitalized and recognized as an adjustment of the yield of the related commercial loan.

In addition to the amount outstanding on revolving lines of credit set forth above, the Company had additional unused commitments on revolving lines of credit in the amount of $3.3 million at March 31, 2016 and $7.4 million at June 30, 2015. The Company has a recorded liability for unfunded loan commitments of $50,000 at March 31, 2016 and at June 30, 2015 related to such commitments.

13

NOTE 10 – CREDIT QUALITY OF FINANCING RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES

The following tables provide information on the credit profile of the components of the portfolio and allowance for credit losses related to “financing receivables” as defined under ASC Topic 310, Receivables.  This disclosure on “financing receivables” covers the Company’s direct finance and sales-type leases and all commercial loans, but does not include operating leases and transactions in process.   The portfolio is disaggregated into segments and classifications appropriate for assessing and monitoring the portfolios’ risk and performance. This disclosure does not encompass all risk assets or the entire allowance for credit losses.

Portfolio segments identified by the Company include leases and loans. These segments have been disaggregated into four classes: 1) commercial leases, 2) education, government and non-profit leases, 3) commercial and industrial loans and 4) commercial real estate loans. Relevant risk characteristics for establishing these portfolio classes generally include the nature of the borrower, structure of the transaction and collateral type. The Company’s credit process includes a policy of classifying all leases and loans in accordance with a risk rating classification system consistent with regulatory models under which leases and loans may be rated as “pass”, “special mention”, “substandard”, or “doubtful”. These risk categories reflect an assessment of the ability of the borrowers to service their obligation based on current financial position, historical payment experience, and collateral adequacy, among other factors. The Company uses the following definitions for risk ratings:

Pass – Includes credits of the highest quality as well as credits with positive primary repayment source but one or more characteristics that are of higher than average risk.

Special Mention – Have a potential weakness that if left uncorrected may result in deterioration of the repayment prospects for the lease or loan or of the Company’s credit position at some future date.

Substandard – Are inadequately protected by the paying capacity of the obligor or of the collateral, if any. Substandard credits have a well-defined weakness that jeopardize the liquidation of the debt or indicate the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful – Based on current information and events, collection of all amounts due according to the contractual terms of the lease or loan agreement is considered highly questionable and improbable.

The risk classification of financing receivables by portfolio class is as follows:

(dollars in thousands) Commercial
Leases
Education
Government
Non-profit
Leases
Commercial
& Industrial
Loans
Commercial
Real Estate
Loans
Total
Financing
Receivable
As of March 31, 2016:
Pass $ 204,729 $ 63,014 $ 370,204 $ 3,578 $ 641,525
Special Mention 3,386 432 4,886 - 8,704
Substandard - - - - -
Doubtful 14 4 - - 18
$ 208,129 $ 63,450 $ 375,090 $ 3,578 $ 650,247
Non-accrual $ 32 $ 4 $ 0 $ 0 $ 36
As of June 30, 2015:
Pass $ 219,814 $ 69,865 $ 234,076 $ 7,523 $ 531,278
Special Mention 6,080 304 4,910 - 11,294
Substandard 5,435 217 - - 5,652
Doubtful 14 4 - - 18
$ 231,343 $ 70,390 $ 238,986 $ 7,523 $ 548,242
Non-accrual $ 37 $ 4 $ - $ - $ 41

The accrual of interest income on leases and loans will be discontinued when the customer becomes ninety days or more past due on its lease or loan payments with the Company, unless the Company believes the investment is otherwise recoverable. Leases and loans may be placed on non-accrual earlier if the Company has significant doubt about the ability of the customer to meet its lease or loan obligations, as evidenced by consistent delinquency, deterioration in the customer’s financial condition or other relevant factors. Payments received while on non-accrual are applied to reduce the Company’s recorded value.

14

The aging of financing receivables by portfolio class is as follows:

(dollars in thousands) 31-89
Days
Greater
Than
90 Days
Total
Past Due
Current Total
Financing
Receivable
Over 90
Days &
Accruing
As of March 31, 2016:
Commercial Leases $ 136 $ 32 $ 168 $ 207,961 $ 208,129 $ -
Education, Government, Non-profit Leases - 4 4 63,446 63,450 -
Commercial and Industrial Loans - - - 375,090 375,090 -
Commercial Real Estate Loans - - - 3,578 3,578 -
$ 136 $ 36 $ 172 $ 650,075 $ 650,247 $ -
As of June 30, 2015:
Commercial Leases $ 2,733 $ 37 $ 2,770 $ 228,573 $ 231,343 $ -
Education, Government, Non-profit Leases 8 4 12 70,378 70,390 -
Commercial and Industrial Loans - - - 238,986 238,986 -
Commercial Real Estate Loans - - - 7,523 7,523 -
$ 2,741 $ 41 $ 2,782 $ 545,460 $ 548,242 $ -

The allowance balances and activity in the allowance related to financing receivables, by portfolio segment for the three and nine months ended March 31, 2016 and 2015 are presented in the following table:

(dollars in thousands) Commercial
Leases
Education
Government
Non-profit
Leases
Commercial
& Industrial
Loans
Commercial
Real Estate
Loans
Total
Financing
Receivable
For the three months ended March 31, 2016:
Balance beginning of period $ 2,264 $ 417 $ 3,761 $ 61 $ 6,503
Charge-offs - - - - -
Recoveries - 50 - - 50
Provision (350 ) - 550 - 200
Balance end of period $ 1,914 $ 467 $ 4,311 $ 61 $ 6,753
For the three months ended March 31, 2015:
Balance beginning of period $ 2,611 $ 817 $ 2,436 $ 111 $ 5,975
Charge-offs - - - - -
Recoveries - - - - -
Provision - - 100 - 100
Balance end of period $ 2,611 $ 817 $ 2,536 $ 111 $ 6,075
For the nine months ended March 31, 2016:
Balance beginning of period $ 2,592 $ 817 $ 2,936 $ 111 $ 6,456
Charge-offs (1,029 ) - - - (1,029 )
Recoveries 1 50 - - 51
Provision 350 (400 ) 1,375 (50 ) 1,275
Balance end of period $ 1,914 $ 467 $ 4,311 $ 61 $ 6,753
For the nine months ended March 31, 2015:
Balance beginning of period $ 2,510 $ 817 $ 1,761 $ 211 $ 5,299
Charge-offs - - - - -
Recoveries 1 - - - 1
Provision 100 - 775 (100 ) 775
Balance end of period $ 2,611 $ 817 $ 2,536 $ 111 $ 6,075

15

The following table presents the recorded investment in loans and leases and the related allowance based on impairment method as of March 31, 2016 and June 30, 2015 by portfolio segment.

(dollars in thousands) Commercial
Leases
Education
Government
Non-profit
Leases
Commercial
& Industrial
Loans
Commercial
Real Estate
Loans
Total
Financing
Receivable
As of March 31, 2016:
Allowance for lease and loan losses
Individually evaluated for impairment $ 55 $ 4 $ - $ - $ 59
Collectively evaluated for impairment 1,859 463 4,311 61 6,694
Total ending allowance balance $ 1,914 $ 467 $ 4,311 $ 61 $ 6,753
Finance receivables
Individually evaluated for impairment $ 4,213 $ 4 $ - $ - $ 4,217
Collectively evaluated for impairment 203,916 63,446 375,090 3,578 646,030
Total ending finance receivable balance $ 208,129 $ 63,450 $ 375,090 $ 3,578 $ 650,247
As of June 30, 2015:
Allowance for lease and loan losses
Individually evaluated for impairment $ 563 $ 58 $ - $ - $ 621
Collectively evaluated for impairment 2,029 759 2,936 111 5,835
Total ending allowance balance $ 2,592 $ 817 $ 2,936 $ 111 $ 6,456
Finance receivables
Individually evaluated for impairment $ 5,449 $ 221 $ - $ - $ 5,670
Collectively evaluated for impairment 225,894 70,169 238,986 7,523 542,572
Total ending finance receivable balance $ 231,343 $ 70,390 $ 238,986 $ 7,523 $ 548,242

NOTE 11 – BORROWINGS

CalFirst Bank is a member of the Federal Home Loan Bank of San Francisco and can take advantage of FHLB programs for overnight and term advances at published daily rates. Under terms of a blanket collateral agreement, advances from the FHLB are collateralized by qualifying real estate loans and investment securities. The Bank also has authority to borrow from the Federal Reserve Bank (“FRB”) discount window amounts secured by certain lease receivables. Borrowing capacity from the FHLB or FRB may fluctuate based upon the acceptability and risk rating of securities, loan and lease collateral and both the FRB and FHLB could adjust advance rates applied to such collateral at their discretion.

The borrowings from the FHLB and weighted average interest rates at March 31, 2016 and June 30, 2015 were as follows:

March 31, 2016 June 30, 2015
(dollars in thousands) Amount Weighted
Average Rate
Amount Weighted
Average Rate
Short-term borrowings
FHLB advances $ 57,000 0.51 % $ 42,000 0.32 %

At March 31, 2016, there was available borrowing capacity from the FHLB of $22.3 million related to qualifying real estate loans of $1.4 million and securities pledged with an amortized cost of $80.6 million. There were no borrowings from the FRB, leaving availability of approximately $103.4 million secured by $141.3 million of lease receivables.

16

NOTE 12 – SEGMENT REPORTING

The Company’s two subsidiaries, CalFirst Bank, an FDIC-insured national bank, and CalFirst Leasing are considered to be two different business segments. Below is a summary of each segment’s financial results for the quarters and nine months ended March 31, 2016 and 2015:

CalFirst
Bank
CalFirst
Leasing
Bancorp and
Eliminating
Entries
Consolidated
(in thousands)
Quarter ended March 31, 2016
Total interest income $ 6,558 $ 276 $ 3 $ 6,837
Net interest income after provision for credit losses 4,653 366 3 5,022
Other income 421 76 - 497
Net income $ 1,606 $ 209 $ (204 ) $ 1,611
Quarter ended March 31, 2015
Total interest income $ 5,368 $ 419 $ - $ 5,787
Net interest income after provision for credit losses 4,207 467 - 4,674
Other income 899 68 - 967
Net income $ 1,730 $ 168 $ (220 ) $ 1,678
Nine months ended March 31, 2016
Total interest income $ 18,654 $ 998 $ 5 $ 19,657
Net interest income after provision for credit losses 12,753 1,277 5 14,035
Other income 1,346 756 - 2,102
Net income $ 4,439 $ 1,070 $ (615 ) $ 4,894
Nine months ended March 31, 2015
Total interest income $ 15,296 $ 1,461 $ 1 $ 16,758
Net interest income after provision for credit losses 11,527 1,673 1 13,201
Other income 3,581 4,598 - 8,179
Net income $ 5,071 $ 3,345 $ (722 ) $ 7,694
Total assets at March 31, 2016 $ 821,627 $ 77,605 $ (38,342 ) $ 860,890
Total assets at March 31, 2015 $ 636,391 $ 92,689 $ (43,885 ) $ 685,195

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

California First National Bancorp, a California corporation (the “Company”), is a bank holding company headquartered in Orange County, California with a bank subsidiary, California First National Bank (“CalFirst Bank” or the “Bank”) and leasing subsidiary, California First Leasing Corp (“CalFirst Leasing”). The primary business of the Company is secured financing provided through leasing and financing capital assets, commercial loans acquired through participation in the syndicated commercial loan market, by providing non-recourse loans to third parties secured by leases and equipment, and direct commercial loans. CalFirst Bank, responsible for substantially all lease and loan origination and purchases, gathers deposits through posting rates on the Internet and conducts all banking and other operations from one central location.

The Company’s direct finance, loan and interest income includes interest income earned on the Company’s investment in lease receivables, residuals, commercial loans and investment securities. Non-interest income primarily includes gains realized on the sale of leased property and leases, income from sales-type and operating leases, gains and losses realized on investments, and other income. Income from sales-type leases relates to the re-lease of lease property (“lease extensions”) while income from operating leases generally involves lease extensions that are accounted for as an operating lease rather than as a sales-type lease.

17

The Company's operating results are subject to quarterly fluctuations resulting from a variety of factors, including the size and credit quality of the lease and loan portfolios, the volume and profitability of leased property being re-marketed through re-lease or sale, the interest rate environment, the market for investment securities, the volume of new lease or loan bookings, including variations in the mix and funding of such bookings, and economic conditions in general. The Company’s principal market risk exposure currently is related to interest rates and the impact the interest rate environment has on its net interest margin. The Company’s current balance sheet structure is short-term in nature, with over 69% of interest-earning assets and 83% of interest bearing liabilities repricing within one year. The Company’s interest margin is susceptible to the disparate impact of varying movements in market interest rates as many of the Company’s leases, loans and liquid investments are tied to U.S. Treasury rates and Libor that often do not move in step with bank deposit rates. As a result, this can cause a greater change in net interest income than indicated by the repricing asset and liability comparison.

The Company conducts its business in a manner designed to mitigate risks. However, the assumption of risk is a key source of earnings in the leasing and banking industries and the Company is subject to risks through its leases and loans held in its own portfolio, investment securities, lease transactions in process, and residual investments. The Company takes steps to manage risks through the implementation of strict credit management processes and on-going risk management review procedures.

Critical Accounting Policies and Estimates

The preparation of the Company’s financial statements requires management to make certain critical accounting estimates that impact the stated amount of assets and liabilities at a financial statement date and the reported amount of income and expenses during a reporting period. These accounting estimates are based on management’s judgment and are considered to be critical because of their significance to the financial statements and the possibility that future events may differ from current judgments, or that the use of different assumptions could result in materially different estimates. The critical accounting policies and estimates have not changed from and should be read in conjunction with the Company’s Annual Report filed on Form 10-K for the year ended June 30, 2015.

The Company's estimates are reviewed continuously to ensure reasonableness. However, the amounts the Company may ultimately realize could differ from such estimated amounts.

Overview of Results and Trends

The following discussion is provided in addition to the required analysis of earnings in order to discuss trends in our business. We believe this analysis provides additional meaningful information on a comparative basis.

Net earnings of $1.61 million for the third quarter ended March 31, 2016 were down 4.0%, from net earnings of $1.68 million for the third quarter of fiscal 2015 as a $469,800 decrease in non-interest income offset a $348,100 increase in net interest income after provision for credit losses and a $28,000 decrease in non-interest expenses. The decrease in non-interest income reflects lower gains recognized on the sale of leases to banks or other financial institutions.

During the third quarter of fiscal 2016, commercial loans booked of $62.5 million increased 55.6% from $40.2 million booked during the third quarter of fiscal 2015, while commercial loan bookings of $190.8 million for the first nine months of fiscal 2016 were up 70.5% compared to the same prior year period. Lease bookings of $42.0 million for the third quarter of fiscal 2016 were up 6.8% from the $39.3 million booked during the third quarter of fiscal 2015, while lease bookings of $105.5 million for the first nine months of fiscal 2016 were down 33.1% compared to the first nine months of fiscal 2015. With total lease and loan bookings for the first nine months of fiscal 2016 of $296.2 million up 9.9% from the same period of fiscal 2015, the Company’s net investment in leases and loans of $643.5 million was up 18.8% from $541.8 million at June 30, 2015 and 26.8% greater than at March 31, 2015.

The Company’s portfolio of investment securities increased to $100.3 million at March 31, 2016 from $84.5 million at June 30, 2015. The increase during the first nine months of fiscal 2016 primarily related to the acquisition of US Agency mortgaged-backed securities.

18

Consolidated Statement of Earnings Analysis

Summary – For the third quarter ended March 31, 2016, net earnings of $1.61 million decreased $68,000, or 4.0%, from $1.68 million for the third quarter ended March 31, 2015. For the nine months ended March 31, 2016, net earnings decreased $2.8 million, or 36.4% to $4.9 million from $7.7 million for the first nine months of fiscal 2015. Diluted earnings per share of $0.15 per share for the third quarter of fiscal 2016 were down 3.5% from the $0.16 per share for the third quarter of fiscal 2015. 2016 earnings per share benefited from a slight reduction in average shares outstanding during the third quarter. For the nine months ended March 31, 2016, diluted earnings per share of $0.47 decreased 36.3%, compared to $0.74 per share for the same prior year period.

Net Interest Income Net interest income is the difference between interest earned on the investment in leases, loans, securities and other interest earning assets and interest paid on deposits and borrowings. Net interest income is affected by changes in the volume and mix of interest earning assets, the movement of interest rates, and funding and pricing strategies.

The following table presents the components of the increases (decreases) in net interest income before provision for credit losses by volume and rate:

Quarter ended Nine Months ended
March 31, 2016 vs 2015 March 31, 2016 vs 2015
Volume Rate Total Volume Rate Total
(in thousands)
Interest income
Net investment in leases $ (357 ) $ (135 ) $ (492 ) $ (1,210 ) (60 ) $ (1,270 )
Commercial loans 1,362 (74 ) 1,288 3,664 (83 ) 3,581
Investment securities 217 (31 ) 186 781 (289 ) 492
Interest-earning deposits with banks 11 57 68 28 68 96
1,233 (183 ) 1,050 3,263 (364 ) 2,899
Interest expense
Demand and savings deposits 9 2 11 20 - 20
Time deposits 392 155 547 1,008 428 1,436
Borrowings 24 20 44 76 33 109
425 177 602 1,104 461 1,565
Net interest income $ 808 $ (360 ) $ 448 $ 2,159 (825 ) $ 1,334

Net interest income was $5.2 million for the quarter ended March 31, 2016, a $448,100, or a 9.4% increase compared to the same quarter of the prior year. Total interest income for the third quarter of fiscal 2016 increased 18.2% to $6.8 million from $5.8 million during the third quarter of the prior year. This increase includes a $1.3 million, or 66.7%, increase in commercial loan income that reflected a 70.5% increase in average loan balances to $347.7 million and a 9 basis point decrease in average yield to 3.70%. Finance income decreased by $491,700 or 14.1%, due to a 10.2% decrease in the average investment in leases to $270.6 million and a 20 basis point decrease in the average yield to 4.43%. Investment income increased by 69.7%, or $254,700, as average cash and investment balances increased 51.9% to $178.7 million and the average yield increased by 14 basis points to 1.39%. During the quarter, the Company benefitted from an increase in rates earned on interest earning deposits with banks of 29 basis points to 0.49% and an increase in the average balance of $21.7 million to $78.2 million while a $39.4 million increase in investment balances offset a 12 basis point decline in yield. Interest expense paid on deposits and borrowings during the third quarter of fiscal 2016 increased by $602,400, or 59.5%, reflecting a 42.1% increase in average balances to $630.6 million while the average rate paid increased 11 basis points from 0.91% to 1.02%. The average rate paid during the third quarter benefitted from increased borrowings from the Federal Home Loan Bank Board (FHLB) at an average rate of 0.46% that offset an increase in average deposit costs from 0.95% to 1.08%.

19

Quarter ended Quarter ended
(dollars in thousands) March 31, 2016 March 31, 2015
Average Yield/ Average Yield/
Assets Balance (1) Interest Rate Balance (1) Interest Rate
Interest-earning assets
Interest-earning deposits with banks $ 78,223 $ 96 0.49 % $ 56,554 $ 28 0.20 %
Investment securities 100,454 524 2.09 % 61,062 338 2.21 %
Commercial loans 347,724 3,218 3.70 % 203,926 1,930 3.79 %
Net investment in leases 270,612 2,999 4.43 % 301,380 3,491 4.63 %
Total interest-earning assets 797,013 6,837 3.43 % 622,922 5,787 3.72 %
Other assets 45,524 44,249
$ 842,537 $ 667,171
Liabilities and Shareholders' Equity
Interest-bearing liabilities
Demand and savings deposits $ 79,158 97 0.49 % $ 71,890 86 0.48 %
Time deposits 494,415 1,452 1.17 % 344,908 905 1.05 %
Other borrowings 57,000 66 0.46 % 26,858 22 0.32 %
Total interest-bearing liabilities 630,573 1,615 1.02 % 443,656 1,013 0.91 %
Non-interest bearing demand deposits 2,117 1,921
Other liabilities 22,243 35,244
Shareholders' equity 187,604 186,350
$ 842,537 $ 667,171
Net interest income $ 5,222 $ 4,774
Net interest spread (2) 2.41 % 2.81 %
Net interest margin (3) 2.62 % 3.07 %
Average interest earning assets over
average interest bearing liabilities 126.4 % 140.4 %

(1)   Average balances are based on month-end balances, include non-accrual leases, and are presented net of unearned income.

(2)   Net interest spread is the difference between the average rates on interest-earning assets and interest-bearing liabilities.

(3)   Net interest margin represents net interest income as a percent of average interest earning assets.

Net interest income for the nine months ended March 31, 2016 was $15.3 million, a $1.3 million, or a 9.5% increase compared to $14.0 million for the nine months ended March 31, 2015. Total interest income for the first nine months of fiscal 2016 increased 17.3% to $19.7 million from $16.8 million for first nine months of the prior year primarily as a result of a $3.6 million increase in commercial loan income that offset a $1.3 million decrease in finance income. The increased loan income to $ $8.3 million reflected a 76.9% increase in average loan balances to $304.0 million, while average rates earned decreased 4 basis points to 3.66%. The 11.6% decline in finance income to $9.7 million was due to an 11% decline in the average investment in leases to $276.2 million while the average yield earned decreased by 3 basis points to 4.68%. Investment income increased by 57.5%, or $587,300, to $1.6 million as average cash and investment balances increased 59.4% to $163.9 million offset by average yields that decreased by 2 basis points to 1.31%. Over the past year, maturing corporate securities were replaced by U.S. treasuries and U.S. Agency mortgaged-backed securities yielding substantially less, reducing average investment yields for the first nine months of fiscal 2016 to 2.11% from 2.53% for the first nine months of fiscal 2015. For the nine months ended March 31, 2016, interest expense on deposits and borrowings increased by $1.6 million, or 56.3%, to $4.3 million on a 41.6% increase in average deposits and borrowings to $574.1 million. The average rate paid increased from 0.91% to 1.01% as FHLB borrowings at an average rate of 0.40% helped offset the increase in average deposit costs from 0.94% to 1.07%.

20

Nine months ended Nine months ended
March 31, 2016 March 31, 2015
Average Yield/ Average Yield/
Assets Balance (1) Interest Rate Balance (1) Interest Rate
Interest-earning assets
Interest-earning deposits with banks $ 72,673 $ 169 0.31 % $ 52,758 $ 73 0.18 %
Investment securities 91,180 1,440 2.11 % 50,019 948 2.53 %
Commercial loans 303,992 8,348 3.66 % 171,871 4,767 3.70 %
Net investment in leases 276,244 9,700 4.68 % 310,448 10,970 4.71 %
Total interest-earning assets 744,089 19,657 3.52 % 585,096 16,758 3.82 %
Other assets 48,838 46,419
$ 792,927 $ 631,515
Liabilities and Shareholders' Equity
Interest-bearing liabilities
Demand and savings deposits $ 71,989 266 0.49 % $ 66,543 246 0.49 %
Time deposits 453,040 3,935 1.16 % 322,856 2,499 1.03 %
Other borrowings 49,055 146 0.40 % 16,092 37 0.31 %
Total interest bearing liabilities 574,084 4,347 1.01 % 405,491 2,782 0.91 %
Non-interest bearing demand deposits 2,201 2,041
Other liabilities 28,640 38,484
Shareholders' equity 188,002 185,499
$ 792,927 $ 631,515
Net interest income $ 15,310 $ 13,976
Net interest spread (2) 2.51 % 2.91 %
Net interest margin (3) 2.74 % 3.18 %
Average interest earning assets over
average interest bearing liabilities 129.6 % 144.3 %

(1)   Average balances are based on month-end balances, include non-accrual leases, and are presented net of unearned income.

(2)   Net interest spread is the difference between the average rates on interest-earning assets and interest-bearing liabilities.

(3)   Net interest margin represents net interest income as a percent of average interest earning assets.

For the first nine months of fiscal 2016, the average yield on all interest earning assets decreased by 30 basis points to 3.52% from 3.82% while the average rate paid on all interest-bearing liabilities increased by 9 basis points to 1.01%. As a result, the net interest margin decreased to 2.74% in the first nine months of fiscal 2016 from 3.18% for the first nine months of fiscal 2015. The decline in net interest spread and margin in fiscal 2016 is largely due to the increase in lower yielding commercial loans to 41% of average interest earning assets from 29% for the first nine months of fiscal 2015, and also reflects higher rates paid on deposits. The average yield on interest earnings assets can fluctuate from quarter to quarter due to relative growth and transaction activity in both the lease and loan portfolio.

Provision for Credit Losses – The Company made a $200,000 provision for credit losses during the third quarter of fiscal 2016, which compared to a $100,000 provision made during the third quarter ending March 31, 2015. The third quarter 2016 provision related to the 15% growth in the loan portfolio during the quarter. During the first nine months of fiscal 2016, the Company made a provision for credit losses of $1.275 million, compared to a $775,000 provision recorded during the first nine months of fiscal 2015. The provision in fiscal 2016 supports the 54% growth in the loan portfolio since June 2015 and covered the $1.0 million write-down during the second quarter of a lease in bankruptcy. At March 31, 2016, the allowance for credit losses of $6.75 million is considered to be consistent with the credit profile of the consolidated portfolio.

Non-interest Income – Total non-interest income of $497,400 for the third quarter of fiscal 2016 was down 48.6% from $967,200 for the same period of the prior year. The decrease was principally due to a $374,300 decrease in the gains recognized on the sale of leases. Income from leases reaching their end of term remained flat.

Total non-interest income of $2.1 million for the first nine months of fiscal 2016 was down 74.3% from $8.2 million reported for the first nine months of fiscal 2015. The decline reflects the comparison to the prior year period that benefitted from a $2.7 million recovery from the settlement of claims filed in antitrust litigation against certain manufacturers of thin-film transistor liquid display panels. Excluding that income, nine-month non-interest income for fiscal 2016 was still down by $3.3 million or 61%. The decrease includes a $1.7 million decline in income recognized on leases reaching the end of term and a $1.1 million decline in the gain on sale of leases from $2.0 million to $889,900.

21

Non-interest Expenses – During the third quarter of fiscal 2016, non-interest expenses of $2.9 million remained flat compared to the third quarter of fiscal 2015. Included in non-interest expenses in the third quarter of fiscal 2016 is the write-down of the repossessed asset by $197,000 to the estimated fair value less estimated selling costs at the time of transfer to repossessed assets. For the nine months ended March 31, 2016, non-interest expenses of $8.1 million decreased 8.3% from $8.8 million for the same period of the prior year. The decrease in expenses for the nine months is due primarily to lower compensation expense and offset by the write-down discussed above.

Taxes – Income taxes were accrued at a tax rate of 38.9% for the three and nine months ended March 31, 2016, compared to 38.5% for the same periods of the prior year, representing the estimated annual tax rate at the end of each respective period.

Financial Condition Analysis

Consolidated total assets at March 31, 2016 of $860.9 million increased 17.8% from $731.1 million at June 30, 2015. The growth in total assets is due to an increase of $130.8 million in the commercial loan portfolio, a $19.2 million increase in cash and due from banks, a $15.4 million increase in securities available-for-sale offset by a decrease of $29.1 million in the net investment in leases and a $7.0 million decrease in property acquired for transactions in process.

Lease Portfolio

Total lease bookings during the first nine months of fiscal 2016 were $105.4 million compared to $157.5 million booked during the same period of the prior year. During the first nine months of fiscal 2016, 83.4% of the leases booked by the Company were held in its own portfolios, with 16.6% sold to other financial institutions. In addition, during the nine months ended March 31, 2016, the Company sold or assigned receivables of $6.0 million held in its portfolio at June 30, 2015. As a result, the Company’s net investment in leases at March 31, 2016 of $269.2 million was down 9.8% from $298.3 million at June 30, 2015, a reduction of $29.1 million, and down 3.0% from $277.6 million at December 31, 2015.

The Company often makes payments to purchase leased property prior to the commencement of the lease. The disbursements for these lease transactions in process are generally made to facilitate the lessees’ property implementation schedule. The lessee is contractually obligated by the lease to make rental payments directly to the Company during the period that the transaction is in process, and the lessee generally is obligated to reimburse the Company for all disbursements under certain circumstances. Income is not recognized while a transaction is in process and prior to the commencement of the lease. At March 31, 2016, the Company’s investment in property acquired for transactions in process of $24.3 million was down 22.4% from $31.3 million at June 30, 2015, and down 31.3% from $35.4 million at December 31, 2015. The decrease in transactions in process from December 31, 2015 is largely related to the booking of a $20 million lease transaction that had been included at December 31, 2015, and was replaced only in part by other new transactions during the quarter. Included in transactions in process at March 31, 2016 is $5.9 million related to a customer in bankruptcy that subsequently has been paid off and will not be booked as a lease.

Commercial Loan Portfolio

The Company’s commercial loan portfolio increased by $130.8 million, or 53.7%, to $374.3 million at March 31, 2016 from $243.5 million at June 30, 2015. The increase in the Company’s commercial loan portfolio included the investment of $190.8 million in new commercial loans offset by loan payoffs and repayments aggregating to $58.6 million. In addition, at March 31, 2016 the Company had unfunded commercial loan commitments of $35.1 million compared to $35.4 million at June 30, 2015.

Asset Quality

The Company monitors the performance of all leases and loans held in its own portfolio, transactions in process, as well as lease transactions assigned to lenders, if the Company retains a residual investment in the leased property subject to those leases. An ongoing review of all leases and loans ten or more days delinquent is conducted. Leases and loans that are delinquent with the Company or an assignee are coded in the Company’s accounting and tracking systems in order to provide management visibility, periodic reporting, and appropriate reserves. The accrual of interest income on leases and loans generally will be discontinued when the lease or loan becomes ninety days or more past due on its payments with the Company, unless the Company believes the investment is otherwise recoverable. Leases and loans may be placed on non-accrual earlier if the Company has significant doubts about the ability of the customer to meet its obligations, as evidenced by consistent delinquency, deterioration in the customer’s financial condition or other relevant factors.

22

The following table summarizes the Company’s non-performing leases and loans and assets.

March 31, June 30,
2016 2015
Non-performing Leases and Loans (dollars in thousands)
Non-accrual leases and loans $ 36 $ 41
Restructured leases - -
Leases past due 90 days (other than above) - -
Total non-performing leases and loans 36 41
Repossessed equipment 1,500 -
Total non-performing assets $ 1,536 $ 41
Non-performing leases as % of net investment
in leases and loans before allowances 0.01 % 0.01 %
Non-performing assets as % of total assets 0.18 % 0.01 %

In addition to the non-performing leases identified above, there was $136,000 of investment in leases at March 31, 2016 classified as substandard or with credits that currently are experiencing financial difficulties or that management believes may experience financial difficulties in the future. This amount compared to $5.6 million at June 30, 2015 and $6.5 million at March 31, 2015. Although these credits have been identified as potential problems, they may never become non-performing. These potential problem leases are considered in the determination of the allowance for credit losses.

Non-performing assets consists of non-performing leases as well as other repossessed assets. During the quarter ended March 31, 2016, the Company transferred a non-performing lease of $1.7 million at December 31, 2015 related to a customer in bankruptcy to repossessed equipment. The $2.7 million lease was placed on non-accrual during the first quarter of fiscal 2016 and then written down to $1.7 million during the second quarter and transferred to repossessed assets at a value of $1.5 million.

Allowance for Credit Losses

The allowance for credit losses provides coverage for probable and estimable losses in the Company’s lease and loan portfolios. The allowance recorded is based on a quarterly review of all leases and loans outstanding and transactions in process. Lease receivables, loans or residuals are charged off when they are deemed completely uncollectible. The determination of the appropriate amount of any provision is based on management’s judgment at that time and takes into consideration all known relevant internal and external factors that may affect the portfolios.

Nine months ended
March 31,
2016 2015
(dollars in thousands)
Property acquired for transactions in process before allowance $ 24,306 $ 25,618
Net investment in leases and loans before allowance 650,247 513,679
Net investment in “risk assets” $ 674,553 $ 539,297
Allowance for credit losses at beginning of period $ 6,456 $ 5,299
Charge-off of lease receivables (1,029 ) -
Recovery of amounts previously written off 51 1
Provision for credit losses 1,275 775
Allowance for credit losses at end of period $ 6,753 $ 6,075
Components of allowance for credit losses:
Allowance for lease losses $ 2,311 $ 3,348
Residual valuation allowance 70 80
Allowance for loan losses 4,372 2,647
$ 6,753 $ 6,075
Allowance for credit losses as a percent of net investment
in leases and loans before allowances 1.04 % 1.18 %
Allowance for credit losses as a percent of net investment in “risk assets” 1.00 % 1.13 %

23

The allowance for credit losses increased $297,000 to $6.75 million (1.04% of net investment in leases and loans before allowances) at March 31, 2016 from $6.46 million (1.18% of net investment in leases and loans before allowances) at June 30, 2015. This allowance consisted of $76,000 allocated to specific accounts that were identified as problems and $6.67 million that was available to cover losses inherent in the portfolio. This compared to $645,000 allocated to specific accounts at June 30, 2015 and $5.8 million available for losses inherent in the portfolio at that time. The decrease in the specific allowance at March 31, 2016 primarily relates to a charge-off of over $1.0 million against a lease individually evaluated for impairment offset by new specific problems identified. The Company considers the allowance for credit losses of $6.75 million at March 31, 2016 adequate to cover losses specifically identified as well as inherent in the lease and loan portfolios. However, no assurance can be given that the Company will not, in any particular period, sustain lease and loan losses that are sizeable in relation to the amount reserved, or that subsequent evaluations of the lease and loan portfolio, in light of factors then prevailing, including economic conditions and the on-going credit review process, will not require significant increases in the allowance for credit losses. Among other factors, economic and political events may have an adverse impact on the adequacy of the allowance for credit losses by increasing credit risk and the risk of potential loss even further.

Investment Securities Available-for-sale

Total available-for-sale investment securities were $96.7 million as of March 31, 2016, compared with $81.2 million at June 30, 2015. The amortized cost and fair value of the Company’s securities portfolio available-for-sale at March 31, 2016 and June 30, 2015 are as follows:

As of March 31, 2016 As of June 30, 2015
(in thousands) Amortized Fair Amortized Fair
Cost Value Cost Value
Available-for-sale
U.S. Treasury Notes $ 47,338 $ 48,497 $ 47,286 $ 47,770
Corporate debt securities 13,327 13,296 13,165 13,152
Agency MBS 33,229 33,486 18,765 18,669
Securities of state and political subdivisions - - 406 412
Mutual fund investment 1,215 1,374 1,215 1,209
Total securities available-for-sale $ 95,109 $ 96,653 $ 80,837 $ 81,212

During the first nine months of fiscal 2016, the Company’s portfolio of securities available-for-sale increased $15.4 million through new purchases of $22.2 million and a $1.2 million increase in market value offset by maturities, pay downs, and an early call of securities of $7.9 million. At March 31, 2016, the weighted average maturity of the portfolio is 6.3 years and the corresponding weighted average yield was 1.91%.

Liquidity and Capital Resources

The Company funds its operating activities through internally generated funds, bank deposits, FHLB borrowings and non-recourse debt. At March 31, 2016 and June 30, 2015, the Company’s cash and due from banks were $79.5 million and $60.2 million, respectively.

Deposits at CalFirst Bank totaled $594.0 million at March 31, 2016, up 35.1% from $439.5 million at March 31, 2015 and 25.9% from $471.9 million at June 30, 2015. The $154.5 million increase from March 31, 2015 was used primarily to fund the growth in the Bank’s loan and securities portfolios and maintain liquidity. The following table presents average balances and average rates paid on deposits for the nine months ended March 31, 2016 and 2015:

Nine months ended March 31,
2016 2015
Ending Average Average Ending Average Average
Balance Balance Rate Paid Balance Balance Rate Paid
(in thousands)
Non-interest bearing demand deposits $ 2,743 $ 2,201 n/a $ 2,601 $ 2,041 n/a
Interest-bearing demand deposits 1,510 2,367 0.20 % 2,987 1,750 0.20 %
Money market deposits 77,148 69,622 0.50 % 67,514 64,793 0.50 %
Time deposits, less than $100,000 91,668 79,011 1.15 % 63,765 58,255 1.03 %
Time deposits, $100,000 or more $ 420,931 $ 374,029 1.16 % $ 302,667 $ 264,601 1.03 %

24

The following table shows the maturities of certificates of deposits at March 31, 2016:

$250,000
or less
More than
$250,000
(in thousands)
Under 3 months $ 91,245 $ 33,224
3 – 6 months 68,696 20,748
7 – 12 months 163,844 46,196
13 – 24 months 56,127 14,642
25 – 36 months 13,034 4,843
$ 392,946 $ 119,653

The Bank has borrowing agreements with the Federal Home Loan Bank of San Francisco (“FHLB”) and as such, can take advantage of FHLB programs for overnight and term advances at published daily rates. The Bank had short-term borrowings outstanding of $57.0 million at March 31, 2016 at an average rate paid of 0.40% and an outstanding balance of $26.9 million at March 31, 2015 at an average rate paid of 0.31%. Under terms of the blanket collateral agreement, advances from the FHLB are collateralized by qualifying securities and real estate loans, with $22.3 million available under the agreement as of March 31, 2016. The Bank also has the authority to borrow from the Federal Reserve Bank (“FRB”) discount window amounts secured by certain lease receivables with unused borrowing availability at March 31, 2016 of approximately $103.4 million.

An additional source of liquidity for financing and managing the lease portfolio comes from selling, participating or assigning certain lease term payments to banks or other financial institutions. If the transaction is characterized as a sale of the financial asset or meets the parameters of a participating interest, the lease is removed from the balance sheet and a resulting gain or loss recognized. If the Company retains a controlling interest in the lease, the assignment is considered a secured borrowing with the associated financing characterized as non-recourse debt. The assigned lease payments are discounted at fixed rates such that the lease payments are sufficient to fully amortize the aggregate outstanding debt. At March 31, 2016, the Company had outstanding non-recourse debt aggregating $5.9 million relating to discounted lease rentals assigned to unaffiliated lenders, down from $10.2 million at June 30, 2015 and $11.6 million at March 31, 2015. In the past, the Company has been able to obtain adequate non-recourse funding commitments, and the Company believes it will be able to do so in the future.

The following table presents capital and capital ratio information for the Company and CalFirst Bank as of March 31, 2016 and June 30, 2015. Information for both periods reflects the transition to the Basel III capital standard from previous regulatory capital adequacy guidelines under the Basel I framework. The Basel III capital standard phases in through 2019 and revises the definition of capital, increases minimum capital ratios, introduces regulatory capital buffers above those minimums, introduces a common equity Tier 1 capital ratio and revises the rules for calculating risk-weighted assets. Under Basel III, the Bank could make a one-time election to opt out of the requirement to include components of accumulated other comprehensive income (loss) in common equity Tier 1 capital. The Bank has elected to opt-out of the accumulated other comprehensive income (loss) requirement. The adoption of the new capital standard had an immaterial impact on capital levels and related ratios and the Company and Bank continue to exceed regulatory capital requirements and are considered “well-capitalized” under guidelines established by the FRB and OCC.

March 31, June 30,
2016 2015
(dollars in thousands)
California First National Bancorp Amount Ratio Amount Ratio
Common equity Tier 1 capital $ 185,922 24.66 % $ 187,987 29.17 %
Tier 1 risk-based capital $ 185,922 24.66 % $ 187,987 29.17 %
Total risk-based capital $ 192,725 25.56 % $ 194,493 30.18 %
Tier 1 leverage capital $ 185,922 22.03 % $ 187,987 26.79 %
California First National Bank
Common equity Tier 1 capital $ 113,586 15.56 % $ 109,147 17.65 %
Tier 1 risk-based capital $ 113,586 15.56 % $ 109,147 17.65 %
Total risk-based capital $ 120,166 16.46 % $ 115,306 18.65 %
Tier 1 leverage capital $ 113,586 14.21 % $ 109,147 17.10 %

25

Contractual Obligations and Commitments

The following table summarizes various contractual obligations as of March 31, 2016. Commitments to purchase property for leases are binding and generally have fixed expiration dates or other termination clauses. Commercial loan commitments are agreements to lend to a customer or purchase a participation provided there is no violation of any condition in the contract.  These commitments generally have fixed expiration dates or other termination clauses.  Since the Company expects some of the commitments to expire without being funded, the total amounts do not necessarily represent the Company’s future liquidity requirements.

Due by Period
Less Than After
Contractual Obligations Total 1 Year 1-5 Years 5 Years
(in thousands)
Lease property purchases (1) $ 26,849 $ 26,849 $ - $ -
Commercial loan and lease purchase commitments 32,548 32,548 - -
FHLB Borrowings 57,000 57,000 - -
Operating lease rental payments 1,695 680 1,015 -
Total contractual commitments $ 118,092 $ 117,077 $ 1,015 $ -

_______________________________________

(1) Disbursements to purchase property on approved lease commitments are estimated to be completed within one year, but it is likely that some portion could be deferred or never funded.

The need for cash for operating activities is increasing as the Company expands its portfolios. The Company believes that existing cash balances, cash flow from operations, cash flows from its financing and investing activities, and assignments (on a non-recourse basis) of lease payments will be sufficient to meet its foreseeable financing needs.

Inflation has not had a significant impact upon the operations of the Company.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss of value in a financial instrument arising from changes in market indices such as interest rates, credit spreads and securities prices. The Company’s principal market risk exposure is interest rate risk, which is the exposure due to differences in the repricing characteristics of interest-earning assets and interest-bearing liabilities. Market risk also arises from the impact that fluctuations in interest rates may have on security prices that may result in changes in the values of financial instruments, such as available-for-sale securities that are accounted for at fair value. As the banking operations of the Company have grown and CalFirst Bank’s deposits have increased significantly, the Company is subject to greater interest rate risk. The Bank has an Asset/Liability Management Committee and policies established to manage its interest rate risk. CalFirst Leasing has no interest-bearing debt, and non-recourse debt does not represent an interest rate risk to the Company because it is fully amortized through direct payments from lessees to the purchaser of the lease receivable.

At March 31, 2016, the Company had $80.8 million of cash or invested in securities of very short duration. The Company’s investment in gross lease payments receivable and commercial loans of $673.0 million consists of leases with fixed rates and loans with variable rates, however, $486.5 million of such investment matures or reprices within one year of March 31, 2016. Of the $100.3 million investment in securities, $1.4 million mature within twelve months. This compares to interest bearing deposit and borrowing liabilities of $648.3 million, of which $559.6 million, or 86.3%, mature within one year. Based on the foregoing, at March 31, 2016 the Company had assets of $567.3 million subject to changes in interest rates over the next twelve months, compared to repricing liabilities of $559.6 million.

The consolidated gap analysis below sets forth the maturity and repricing characteristics of interest-earning assets and interest-bearing liabilities for selected time bands. The mismatch between repricings or maturities within a time band is commonly referred to as the “gap” for that period. A positive gap (asset sensitive) where interest rate sensitive assets exceed interest rate sensitive liabilities generally will result in the net interest margin increasing in a rising rate environment and decreasing in a falling rate environment. A negative gap (liability sensitive) will generally have the opposite result on the net interest margin. However, the traditional gap analysis does not assess the relative sensitivity of assets and liabilities to changes in interest rates and other factors that could have an impact on interest rate sensitivity or net interest income. Sudden and substantial increase or decrease in interest rates may adversely impact our income to the extent that the interest rates associated with the assets and liabilities do not change at the same speed, to the same extent, or on the same basis.

26

Consolidated Interest Rate Sensitivity

Over 1
3 Months Over 3 to Through Over Non-rate
(in thousands) or Less 12 Months 5 years 5 years Sensitive Total
Rate Sensitive Assets (RSA):
Cash due from banks $ 79,456 $ - $ - $ - $ - $ 79,456
Investment securities 1,374 - 61,793 37,097 - 100,264
Net investment in leases 28,593 88,310 166,908 9,618 (24,231 ) 269,198
Commercial loans 368,467 1,083 8,956 1,085 (5,295 ) 374,296
Non-interest earning assets - - - - 37,676 37,676
Totals 477,890 89,393 237,657 47,800 8,150 $ 860,890
Cumulative total for RSA $ 477,890 $ 567,283 $ 804,940 $ 852,740
Rate Sensitive Liabilities (RSL):
Demand and savings deposits $ 78,658 $ - $ - $ - $ 2,743 $ 81,401
Time deposits 124,469 299,484 88,646 - 0 512,599
Borrowings 57,000 - - - 0 57,000
Non-interest bearing liabilities - - - - 23,025 23,025
Stockholders' equity - - - - 186,865 186,865
Totals $ 260,127 $ 299,484 $ 88,646 $ - $ 212,633 $ 860,890
Cumulative total for RSL $ 260,127 $ 559,611 $ 648,257 $ 648,257
Interest rate sensitivity gap $ 217,763 $ (210,091 ) $ 149,011 $ 47,800
Cumulative GAP $ 217,763 $ 7,672 $ 156,683 $ 204,483
RSA divided by RSL (cumulative) 183.71 % 101.37 % 124.17 % 131.54 %
Cumulative GAP / total assets 25.30 % 0.89 % 18.20 % 23.75 %

In addition to the consolidated gap analysis, the Bank measures its asset/liability position through duration measures and sensitivity analysis, and calculates the potential effect on earnings using maturity gap analysis. The interest rate sensitivity modeling includes the creation of prospective twelve month "baseline" and "rate shocked" net interest income simulations. After a "baseline" net interest income is determined, using assumptions that the Bank deems reasonable, market interest rates are raised or lowered by 100 to 300 basis points instantaneously, parallel across the entire yield curve, and a "rate shocked" simulation is run. Interest rate sensitivity is then measured as the difference between calculated "baseline" and "rate shocked" net interest income.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures.

As of the end of the period covered by this report, the Company's management, including its principal executive officer and its principal financial officer, evaluated the effectiveness of the Company's disclosure controls and procedures, as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on that evaluation, the Company’s Chief Executive Officer and Executive Vice President concluded that the Company's disclosure controls and procedures were effective as of March 31, 2016 to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. There were no changes made during the most recent fiscal quarter to the Company's internal controls over financial reporting that materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

27

PART II - OTHER INFORMATION

ITEM 1A. RISK FACTORS

There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2015.

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

The following table summarizes share repurchase activity for the quarter ended March 31, 2016:

Maximum Number
Total number of shares that may
of shares Average price yet be purchased
Period Purchased paid per share under the plan (1)
January 1, 2016 - January 31, 2016 - $ - 368,354
February 1, 2016 - February 29, 2016 - $ - 368,354
March 1, 2016 - March 31, 2016 180,117 $ 13.10 188,237
- $ -

1) In April 2001, the Board of Directors authorized management, at its discretion, to repurchase up to 1,000,000 shares of common stock.

ITEM 6. EXHIBITS

(a) Exhibits Page
31.1 Rule 13a-14(a)/15d-14(a) Certifications of Principal Executive Officer 30
31.2 Rule 13a-14(a)/15d-14(a) Certifications of Principal Financial Officer 31
32.1 Section 1350 Certifications by Principal Executive Officer and Principal Financial Officer 32

28

California First National Bancorp

SIGNATURE

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

California First National Bancorp
Registrant

DATE: April 28, 2016 BY: /s/ S. Leslie Jewett

S. Leslie Jewett

Executive Vice President

(Principal Financial and Accounting Officer)

29

TABLE OF CONTENTS