SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 14, 1997
----------------
H. F. Ahmanson & Company
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(Exact name of registrant as specified in charter)
Delaware 1-8930 95-0479700
--------------- ------------ -------------------
(State or other (Commission (IRS employer
jurisdiction of file number) identification no.)
incorporation)
4900 Rivergrade Road, Irwindale, California 91706
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (626) 960-6311
---------------
Not applicable
----------------------
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On October 14, 1997, H. F. Ahmanson & Company (the "Company"),
issued a press release reporting its results of operations
during the quarter and nine months ended September 30, 1997.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press release dated October 14, 1997 reporting results
of operations during the quarter and nine months
ended September 30, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: October 14, 1997
H. F. AHMANSON & COMPANY
/s/ George Miranda
----------------------------
George Miranda
First Vice President and
Principal Accounting Officer
H. F. AHMANSON & COMPANY
4900 Rivergrade Road
Irwindale, California 91706 HOME SAVINGS OF AMERICA
(818) 814-7922 SAVINGS OF AMERICA NEWS
FOR IMMEDIATE RELEASE CONTACTS:
- ---------------------
MEDIA: MARY TRIGG
(626) 814-7922
INVESTOR: STEVE SWARTZ
(626) 814-7986
AHMANSON REPORTS $0.84 EARNINGS PER SHARE FOR THIRD QUARTER
- Nonperforming Assets Fall to Lowest Level Since August 1990 -
Irwindale, CA, October 14, 1997 -- H.F. Ahmanson & Company (NYSE:AHM),
parent company of Home Savings of America, today announced third quarter 1997
net income of $95.5 million, a 30% increase compared to $73.2 million in the
third quarter of 1996. On a fully diluted common share basis, third quarter
earnings were $0.84 per share, a 50% increase, compared to $0.56 per share in
the third quarter of 1996. The third quarter of 1996 results exclude after-
tax charges of $144.4 million, or $1.34 per fully diluted share, related to
the special assessment to recapitalize the Savings Association Insurance Fund
(the "SAIF charge") and $8.3 million, or $0.07 per share, in costs related to
the acquisition of 61 First Interstate branches in that quarter (the "FIB
charge").
Earnings per share grew at a faster rate than net income during the third
quarter as a result of the company's ongoing stock purchase program.
Between the initiation of the first stock purchase program in October
1995 and September 30, 1997, the company has purchased 25.8 million common
shares, or 22% of the outstanding shares at September 30, 1995, at an average
price of $31.68 per share.
Return on equity (ROE) was 15.9% for the third quarter of 1997, compared
to 10.9% in the third quarter of 1996.
Charles R. Rinehart, chairman and chief executive officer of Ahmanson and
Home Savings, said, "We are seeing steady progress in our goal of enhancing
shareholder value. This is the third consecutive quarter in which we have
achieved return on equity above 15%. Our credit costs continue to decline as
other indicators of credit quality improve. We continue to build our consumer
and small business loan volumes and this quarter increased our residential
mortgage originations."
For the first nine months of the year, the company earned $283.4 million,
compared to $206.7 million in the first nine months of 1996. On a fully
diluted per share basis, earnings were $2.41 in the first nine months of 1997
compared to $1.49 in the first nine months of 1996. Return on equity for the
first nine months of 1997 was 16.0%, compared to 9.7% in the first nine months
of 1996.
As noted above, 1996 results exclude the effects of the SAIF and FIB
charges. Results for the second quarter and the first nine months of 1997
exclude the after-tax gain of $24.6 million, or $0.22 per share, on the sale
of branches in West Florida and a net after-tax cost of $3.2 million, or $0.03
per share, relating to the withdrawn merger proposal for Great Western
Financial Corporation. Results for the first nine months of 1997 also exclude
an after-tax gain of $9.5 million, or $0.08 per share, from branches sold in
the first quarter of 1997.
RESULTS OF OPERATIONS
NET INTEREST INCOME
Net interest income totaled $302.8 million for the third quarter of 1997,
compared to $306.2 million in the third quarter of 1996, and $308.1 million in
the second quarter of 1997. The decline in net interest income is a result of
the lower level of average interest earning assets during the quarter, with
$45.5 billion of interest earning assets for the third quarter of 1997,
compared to $47.3 billion for the third quarter of 1996, and $46.2 billion for
the second quarter of 1997. In the third quarter of 1997, the average net
interest margin was 2.70%, compared to 2.59% in the third quarter of 1996, and
2.66% in the second quarter of 1997.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses (G&A) were $182.1 million in the
third quarter of 1997, compared to $190.4 million in the third quarter of
1996, excluding the SAIF and FIB charges, and $180.5 million in the second
quarter of 1997.
The efficiency ratio -- G&A expenses as a percentage of net interest
income, loan servicing and other fee income -- was 50.0% in the third quarter
of 1997, compared to 53.1% and 48.7% in the third quarter of 1996 and the
second quarter of 1997, respectively. For the first nine months of 1997, the
company's efficiency ratio was 49.3%, compared to 53.2% for the first nine
months of 1996.
Credit Costs/Asset Quality
Total credit costs (provision for loan losses and expenses for the
operations of foreclosed real estate) continued to improve, declining 52% from
the third quarter of 1996 and 27% from the second quarter of 1997. Credit
costs were $29.0 million during the third quarter of 1997, compared to $61.0
million in the 1996 third quarter and $39.9 million in the second quarter of
1997. Net loan charge-offs for the 1997 third quarter totaled $22.8
million, compared to $34.7 million in the third quarter of 1996 and $17.4
million in the second quarter of 1997.
During the third quarter, nonperforming assets (NPAs) declined by $35.9
million, the sixth consecutive quarterly decline. NPAs have declined $370.6
million or 36% since their most recent high point in February 1996. At
September 30, 1997, NPAs totaled $654.6 million, or 1.40% of total assets,
compared to $897.6 million, or 1.77%, at September 30, 1996, and
$690.5 million, or 1.45% at June 30, 1997. Loans classified as troubled debt
restructurings (TDRs) were $213.6 million at September 30, 1997 compared to
$187.3 million and $214.6 million at September 30, 1996 and June 30, 1997,
respectively. The ratio of NPAs and TDRs to total assets was 1.86% at
September 30, 1997, compared to 2.14% at September 30, 1996, and 1.90% at June
30, 1997.
At September 30, 1997, the allowances for loan losses and foreclosed real
estate were $380.4 million and $14.7 million, respectively. The ratio of
allowances for losses to nonperforming assets equaled 59.0% at September 30,
1997, compared to 46.5% at September 30, 1996, and 57.8% at June 30, 1997.
LOAN ORIGINATIONS
The company originated $1.4 billion of mortgage loans in the third
quarter of 1997, compared to $1.3 billion in the year-ago quarter and $1.1
billion in the second quarter of 1997. All mortgage loans were originated
through the company's retail loan origination system. Only $34.6 million, or
2.6%, of mortgage loans originated in the third quarter were tied to the 11th
District Cost of Funds Index, while 44.1% of originations were fixed rate.
The company also funded $207 million in consumer loans during the third
quarter of 1997, compared to $98 million in the third quarter of 1996, and
$224 million in the second quarter of 1997. The consumer loan portfolio
totaled $964 million at September 30, 1997. The pipeline of loans in process
at September 30, 1997 for residential mortgage and consumer loans was $1.2
billion compared to $907 million at September 30, 1996.
CAPITAL
At September 30, 1997, Home Savings of America's capital ratios exceeded
the regulatory requirements for well-capitalized institutions, the highest
regulatory standard.
STOCK PURCHASE PROGRAM
In the third quarter of 1997, the company purchased 3.2 million shares of
its common stock at an average price of $50.27 per share, totaling $162.4
million. The company has $83.5 million remaining of the $250 million
authorized for its fourth stock purchase program.
The company had $350 million in cash at the parent company at September
30, 1997.
ACQUISITION OF COAST SAVINGS
On October 6, 1997, the company announced a definitive agreement to
acquire Coast Savings Financial, Inc. (NYSE:CSA). Coast has 90 branches in
California with $6.4 billion in deposits and $9.1 billion in assets at June
30, 1997. The merger agreement calls for the tax-free exchange of .8082
shares of Ahmanson common stock for each Coast share. Coast shareholders will
also retain the right to receive any proceeds, net of expenses and taxes, in
Coast's goodwill litigation against the U.S. government. This transaction is
expected to close in the first quarter of 1998 and to be accretive to 1998
earnings.
# # # #
H.F. Ahmanson & Company, with $46.8 billion in assets, is the parent
company of Home Savings of America, one of the nation's largest full-service
consumer and small business banks. It operates 371 financial service centers
in three states and 125 mortgage lending offices in nine states.
Additional information about H.F. Ahmanson & Company and Home Savings of
America can be retrieved by using the following service:
* Corporate News on the Net: http://www.businesswire.com/cnn/ahm.shtml
For information regarding PC Banking, Home Loans, Investments, Insurance,
Business Banking and Consumer Loans, contact:
* Home Savings Website: http://www.homesavings.com
H. F. AHMANSON & COMPANY AND SUBSIDIARIES
CONSOLIDATED FINANCIAL HIGHLIGHTS (Unaudited)
(dollars in thousands except per share data)
At End of Period September 30, 1997 June 30, 1997 September 30, 1996
- ---------------- ------------------ ---------------- ------------------
Total assets $ 46,799,157 $ 47,532,068 $ 50,588,224
Investment portfolio $ 608,287 $ 792,983 $ 1,063,932
Loans receivable and mortgage-backed
securities (MBS) $ 43,840,875 $ 44,356,772 $ 46,717,332
ARMs included in loans receivable and MBS $ 41,684,196 $ 42,374,376 $ 44,797,610
Allowance for loan losses $ 380,368 $ 388,287 $ 398,290
Allowance for losses on REO 14,688 25,840 36,126
Deposits $ 32,447,317 $ 32,741,870 $ 35,399,443
Borrowings and trust capital securities $ 10,724,344 $ 11,192,523 $ 11,255,882
Stockholders' equity $ 2,386,357 $ 2,463,416 $ 2,472,634
Book value per common share $ 20.17 $ 20.35 $ 18.86
Tangible book value per common share $ 18.37 $ 18.57 $ 17.06
Total common shares outstanding 94,411,284 97,335,863 105,496,154
For the Three Months Ended
- --------------------------
Net interest income $ 302,835 $ 308,069 $ 306,236
Credit costs (1) $ 28,983 $ 39,873 $ 61,008
Net income (3) $ 95,539 $ 115,656 $ (79,478)
Net income per fully diluted common share (3) $ 0.84 $ 1.01 $ (0.85)
Dividends per common share $ 0.22 $ 0.22 $ 0.22
Loans originated and purchased $ 1,589,386 $ 1,365,298 $ 2,516,412 (2)
Average Interest Rates:
Yield on loans and MBS 7.46% 7.38% 7.33%
Yield on investment portfolio 6.97% 6.70% 8.25%
Yield on interest-earning assets 7.45% 7.37% 7.35%
Cost of deposits 4.43% 4.42% 4.48%
Cost of borrowings and trust capital securities 6.39% 6.24% 6.39%
Cost of interest-costing liabilities 4.93% 4.86% 4.97%
Interest rate spread 2.52% 2.51% 2.38%
Net interest margin 2.70% 2.66% 2.59%
For the Nine Months Ended
- -------------------------
Net interest income $ 928,523 $ 934,792
Credit costs (1) $ 115,187 $ 193,842
Net income (3) $ 314,288 $ 54,011
Net income per fully diluted common share (3) $ 2.69 $ 0.16
Dividends per common share $ 0.66 $ 0.66
Loans originated and purchased $ 4,117,653 $ 5,353,872 (2)
Average Interest Rates:
Yield on loans and MBS 7.40% 7.37%
Yield on investment portfolio 6.88% 6.76%
Yield on interest-earning assets 7.39% 7.36%
Cost of deposits 4.41% 4.50%
Cost of borrowings and trust capital securities 6.28% 6.29%
Cost of interest-costing liabilities 4.87% 4.97%
Interest rate spread 2.52% 2.39%
Net interest margin 2.67% 2.61%
<FN>
(1) Credit costs consist of provision for loan losses and the operations of foreclosed real estate.
(2) Includes First Interstate Bank (FIB) loans purchased of $1.1 billion in September 1996.
(3) Net income for the three months ended June 30, 1997 would have been $94.3 million, or $0.82 per share,
before the gain on sale of the West Florida financial service centers and net Great Western Financial
acquisition costs. Net income for the nine months ended September 30, 1997 would have been $283.4 million,
or $2.41 per share, before the gain on sales of the Arizona and West Florida financial service centers and
net Great Western Financial acquisition costs. Net income for the three and nine months ended September 30,
1996 would have been $73.2 million, or $0.56 per share, and $206.7 million, or $1.49 per share,
respectively, before the SAIF and FIB charges.
</FN>
H. F. AHMANSON & COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited)
(in thousands)
Assets September 30, 1997 June 30, 1997 December 31, 1996 September 30, 1996
- ------ ------------------ ------------- ----------------- ------------------
Cash and amounts due from banks $ 476,023 $ 515,171 $ 691,578 $ 758,312
Federal funds sold and securities
purchased under agreements to resell 186,200 376,100 737,500 623,000
Other short-term investments 6,141 6,120 14,782 14,517
----------- ----------- ------------ -----------
Total cash and cash equivalents 668,364 897,391 1,443,860 1,395,829
Other investment securities 10,343 11,457 11,597 11,514
Investment in stock of Federal Home
Loan Bank (FHLB) 405,603 399,306 420,978 414,901
MBS 13,156,959 13,628,019 14,296,512 14,863,228
Loans receivable 30,683,916 30,728,753 31,789,158 31,854,104
Accrued interest receivable 199,098 203,052 209,839 215,238
Real estate held for development and
investment (REI) 147,035 146,845 147,851 192,846
Real estate owned held for sale (REO) 188,060 195,712 247,577 277,594
Premises and equipment 368,825 380,917 424,567 437,886
Goodwill and other intangible assets 286,385 292,713 308,083 321,088
Other assets 684,569 647,903 602,022 591,292
Income taxes - - - 12,704
----------- ----------- ----------- -----------
$46,799,157 $47,532,068 $49,902,044 $50,588,224
=========== =========== =========== ===========
Liabilities, Capital Securities of Subsidiary Trust and Stockholders' Equity
- ----------------------------------------------------------------------------
Deposits $32,447,317 $32,741,870 $34,773,945 $35,399,443
Securities sold under agreements to
repurchase 2,325,000 2,525,000 1,820,000 1,705,000
Other short-term borrowings 817,897 539,373 210,529 50,000
FHLB and other borrowings 7,433,026 7,979,772 9,549,992 9,500,882
Other liabilities 1,156,333 1,022,887 917,198 1,460,265
Income taxes 84,806 111,372 48,918 -
----------- ----------- ----------- -----------
Total liabilities 44,264,379 44,920,274 47,320,582 48,115,590
Capital securities, Series A, of
subsidiary trust 148,421 148,378 148,413 -
Stockholders' equity 2,386,357 2,463,416 2,433,049 2,472,634
----------- ----------- ----------- -----------
$46,799,157 $47,532,068 $49,902,044 $50,588,224
=========== =========== =========== ===========
H. F. AHMANSON & COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(dollars in thousands except per share data)
For the Three Months Ended For the Nine Months Ended
------------------------------------------- September 30,
September 30, June 30, September 30, ----------------------------
1997 1997 1996 1997 1996
------------- ------------- ------------- ----------- -----------
Interest income:
Loans $ 579,925 $ 575,802 $ 567,001 $ 1,733,260 $ 1,700,934
MBS 249,926 259,429 283,568 777,028 888,849
Investments 17,625 16,271 17,406 50,793 40,298
----------- ----------- ----------- ----------- -----------
Total interest income 847,476 851,502 867,975 2,561,081 2,630,081
----------- ----------- ----------- ----------- -----------
Interest expense:
Deposits 365,641 374,187 377,011 1,114,967 1,137,181
Short-term borrowings 48,130 42,924 32,035 124,174 108,599
FHLB and other borrowings 130,870 126,322 152,693 393,417 449,509
----------- ----------- ----------- ----------- -----------
Total interest expense 544,641 543,433 561,739 1,632,558 1,695,289
----------- ----------- ----------- ----------- -----------
Net interest income 302,835 308,069 306,236 928,523 934,792
Provision for loan losses 14,868 17,989 35,783 57,080 115,626
----------- ----------- ----------- ----------- -----------
Net interest income after provision for loan losses 287,967 290,080 270,453 871,443 819,166
----------- ----------- ----------- ----------- -----------
Noninterest income:
Loss on sales of MBS - (74) - (74) (29)
Gain on sales of loans 698 6,137 3,307 14,824 24,501
Loan servicing income 16,119 17,078 18,114 49,945 49,916
Banking and other retail service fees 29,217 28,525 19,116 87,076 49,979
Other fee income 16,210 17,059 15,270 49,650 42,517
Gain on sales of financial service centers - 41,610 - 57,566 -
Gain on sales of investment securities 181 135 313 315 313
Other operating income 1,701 1,322 1,140 5,485 6,593
----------- ----------- ----------- ----------- -----------
64,126 111,792 57,260 264,787 173,790
----------- ----------- ----------- ----------- -----------
Noninterest expense:
Compensation and other employee expenses 88,603 84,368 88,970 268,439 277,882
Occupancy expenses 25,291 26,647 36,972 78,650 94,045
Federal deposit insurance premiums and assessments 6,235 6,269 19,227 19,053 59,366
SAIF recapitalization - - 243,862 - 243,862
Other general and administrative expenses 61,939 63,180 59,231 183,163 155,807
----------- ----------- ----------- ----------- -----------
General and administrative expenses 182,068 180,464 448,262 549,305 830,962
Net acquisition costs - 5,475 - 5,475 -
Operations of REI 1,008 399 19,295 3,266 33,573
Operations of REO 14,115 21,884 25,225 58,107 78,216
Amortization of goodwill and other intangible assets 6,452 6,447 3,955 19,289 11,907
----------- ----------- ----------- ----------- -----------
203,643 214,669 496,737 635,442 954,658
----------- ----------- ----------- ----------- -----------
Income (loss) before provision for income taxes (benefit) 148,450 187,203 (169,024) 500,788 38,298
Provision for income taxes (benefit) 52,911 71,547 (89,546) 186,500 (15,713)
----------- ----------- ----------- ----------- -----------
Net income (loss) $ 95,539 $ 115,656 $ (79,478) $ 314,288 $ 54,011
=========== =========== =========== =========== ===========
Net income (loss) attributable to common shares $ 87,132 $ 107,249 $ (90,776) $ 289,065 $ 17,497
=========== =========== =========== =========== ===========
Income (loss) per common share:
Primary $ 0.89 $ 1.09 $ (0.85) $ 2.89 $ 0.16
Fully diluted $ 0.84 $ 1.01 $ (0.85) $ 2.69 $ 0.16
Common shares outstanding, weighted average:
Primary 97,504,568 98,208,190 106,282,651 100,042,957 110,750,825
Fully diluted 109,476,541 110,185,833 106,282,651 112,361,080 110,750,825
For the Three Months Ended For the Nine Months Ended
------------------------------------------- September 30,
September 30, June 30, September 30, ----------------------------
1997 1997 1996 1997 1996
------------- ------------- ------------- ----------- -----------
Return on average assets (1) 0.81% 0.96% (0.65)% 0.87% 0.15%
Return on average equity (1) 15.85% 19.32% (11.77)% 17.50% 2.53%
Return on average tangible equity (1),(2) 17.75% 21.54% (11.79)% 19.58% 2.95%
Efficiency ratio 49.97% 48.68% 124.96 % 49.26% 77.14%
<FN>
(1) Excluding the effects of the gain on sales of financial service centers and the net acquisition costs for the three months
ended June 30, 1997 and nine months ended September 30, 1997 and the SAIF and FIB charges for the three and nine months ended
September 30, 1996, the returns on average assets, average equity and average tangible equity and the efficiency ratio would
have been as follows:
</FN>
For the Three Months Ended For the Nine Months Ended September 30,
---------------------------------- ---------------------------------------
June 30, 1997 September 30, 1996 1997 1996
------------- ------------------ ------------ ------------
Return on average assets 0.78% 0.60% 0.78% 0.56%
Return on average equity 15.89% 10.86% 15.99% 9.70%
Return on average tangible equity (2) 17.86% 11.56% 17.97% 10.34%
Efficiency ratio 48.68% 53.08% 49.26% 53.20%
<FN>
(2) Net income excluding amortization of goodwill and other intangible assets (net of applicable tax) as a percentage of average
equity excluding goodwill and other intangible assets (net of applicable tax).
</FN>
H. F. AHMANSON & COMPANY AND SUBSIDIARIES
CONSOLIDATED AVERAGE STATEMENTS OF FINANCIAL CONDITION (Unaudited)
(in thousands)
For the Three Months Ended September 30, 1997 June 30, 1997 September 30, 1996
- -------------------------- ------------------ ------------- ------------------
Loans receivable (1) $31,013,413 $31,111,587 $31,062,794
MBS (2) 13,465,588 14,141,655 15,357,160
----------- ----------- -----------
Total loans and MBS 44,479,001 45,253,242 46,419,954
Investments 1,003,117 974,052 843,973
----------- ----------- -----------
Total interest-earning assets 45,482,118 46,227,294 47,263,927
Other assets 1,879,613 1,874,118 1,805,179
----------- ----------- -----------
Total assets $47,361,731 $48,101,412 $49,069,106
=========== =========== ===========
Deposits $32,713,468 $33,946,754 $33,661,816
Borrowings and trust capital securities 11,119,628 10,872,299 11,557,676
----------- ----------- -----------
Total interest-costing liabilities 43,833,096 44,819,053 45,219,492
Other liabilities 1,117,625 888,383 1,148,890
Stockholders' equity:
Preferred 482,500 482,500 606,141
Common 1,928,510 1,911,476 2,094,583
----------- ----------- -----------
Total liabilities and stockholders' equity $47,361,731 $48,101,412 $49,069,106
=========== =========== ===========
For the Nine Months Ended
- -------------------------
Loans receivable (1) $31,233,295 $31,032,215
MBS (2) 14,022,383 15,804,224
----------- -----------
Total loans and MBS 45,255,678 46,836,439
Investments 987,088 795,372
----------- -----------
Total interest-earning assets 46,242,766 47,631,811
Other assets 1,914,710 1,915,188
----------- -----------
Total assets $48,157,476 $49,546,999
=========== ===========
Deposits $33,769,665 $33,700,428
Borrowings and trust capital securities 11,014,169 11,828,616
----------- -----------
Total interest-costing liabilities 44,783,834 45,529,044
Other liabilities 979,337 1,176,257
Stockholders' equity:
Preferred 482,500 640,255
Common 1,911,805 2,201,443
----------- -----------
Total liabilities and stockholders' equity $48,157,476 $ 49,546,999
=========== ============
<FN>
(1) Excludes the allowance for losses.
(2) Excludes the unrealized gain/loss on MBS available for sale.
</FN>