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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM 10-Q
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[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarter ended June 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number 0-1100
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HAWTHORNE FINANCIAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-2085671
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
2381 ROSECRANS AVENUE, EL SEGUNDO, CA 90245
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (310) 725-5000
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of Common Stock as of the latest practicable date: The Registrant had
5,298,613 shares of Common Stock, $0.01 par value per share outstanding, as of
July 31, 1999.
2
HAWTHORNE FINANCIAL CORPORATION AND SUBSIDIARY
FORM 10-Q INDEX
FOR THE QUARTER ENDED JUNE 30, 1999
PART I - FINANCIAL INFORMATION
Page
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ITEM 1. Financial Statements
Consolidated Statements of Financial Condition
at June 30, 1999 and December 31, 1998 3
Consolidated Statements of Operations
for the Three and Six Months Ended June 30, 1999 and 1998 4
Consolidated Statements of Stockholders' Equity
for the Six Months Ended June 30, 1999 5
Consolidated Statements of Cash Flows
for the Six Months Ended June 30, 1999 and 1998 6
Notes to Consolidated Financial Statements 8
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 11
ITEM 3. Quantitative and Qualitative Disclosure About Market Risk 32
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings 33
ITEM 2. Changes in Securities 33
ITEM 3. Defaults upon Senior Securities 33
ITEM 4. Submission of Matters to a Vote of Security Holders 34
ITEM 5. Other Information 34
ITEM 6. Exhibits and Reports on Form 8-K 34
FORWARD LOOKING STATEMENTS
When used in this Form 10-Q or future filings by the Company with the
Securities and Exchange Commission, in the Company's press releases or other
public or stockholder communications, or in oral statements made with the
approval of an authorized executive officer, the words or phrases "will likely
result", "are expected to", "will continue", "is anticipated", "estimate",
"project", "believe" or similar expressions are intended to identify
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. The Company wishes to caution readers that all
forward-looking statements are necessarily speculative and not to place undue
reliance on any such forward-looking statements, which speak only as of the date
made, and to advise readers that various risks and uncertainties, including
regional and national economic conditions, changes in levels of market interest
rates, credit risks of lending activities, and competitive and regulatory
factors, could affect the Company's financial performance and could cause the
Company's actual results for future periods to differ materially from those
anticipated or projected. The risks highlighted herein should not be assumed to
be the only things that could affect future performance of the Company.
The Company does not undertake, and specifically disclaims any
obligation, to publicly release the result of any revisions which may be made to
any forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.
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3
HAWTHORNE FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(DOLLARS ARE IN THOUSANDS)
JUNE 30 DECEMBER 31
1999 1998
----------- -----------
(Unaudited)
ASSETS
Cash and cash equivalents $ 123,675 $ 45,449
Loans receivable (net of allowance for estimated credit losses
of $20,323 in 1999 and $17,111 in 1998) 1,402,267 1,326,791
Real estate owned (net of allowance for estimated losses
of $38 in 1999 and $45 in 1998) 1,133 4,070
Investment in capital stock of Federal Home Loan Bank - at cost 19,180 13,554
Office property and equipment - at cost, net 6,499 6,513
Accrued interest receivable 8,740 8,424
Other assets 7,929 7,633
----------- -----------
TOTAL ASSETS $ 1,569,423 $ 1,412,434
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits $ 1,053,364 $ 1,019,450
FHLB advances 379,000 264,000
Senior notes 40,000 40,000
Accounts payable and other liabilities 8,675 7,560
----------- -----------
TOTAL LIABILITIES 1,481,039 1,331,010
Stockholders' Equity
Preferred stock - $0.01 par value; authorized 10,000,000 shares;
none outstanding -- --
Common stock - $0.01 par value; authorized 20,000,000
shares; outstanding 5,298,613 shares in 1999 and
5,194,996 shares in 1998 53 52
Capital in excess of par value-common stock 40,831 40,349
Retained earnings 47,548 41,150
----------- -----------
88,432 81,551
Less
Treasury stock, at cost - 5,400 shares (48) (48)
Employee stock ownership plan-loan -- (79)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 88,384 81,424
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,569,423 $ 1,412,434
=========== ===========
See accompanying Notes to Consolidated Financial Statements.
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4
HAWTHORNE FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(AMOUNTS ARE IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
----------------------- -----------------------
1999 1998 1999 1998
-------- -------- -------- --------
INTEREST REVENUES
Loans $ 31,211 $ 24,475 $ 62,211 $ 45,636
Cash and investment securities 1,442 622 2,475 1,455
-------- -------- -------- --------
TOTAL INTEREST REVENUES 32,653 25,097 64,686 47,091
-------- -------- -------- --------
INTEREST COSTS
Deposits 12,600 11,374 25,054 22,111
FHLB advances 4,437 1,873 8,297 2,790
Senior notes 1,250 1,250 2,500 2,514
-------- -------- -------- --------
TOTAL INTEREST COSTS 18,287 14,497 35,851 27,415
-------- -------- -------- --------
NET INTEREST INCOME 14,366 10,600 28,835 19,676
PROVISION FOR ESTIMATED CREDIT LOSSES ON LOANS 2,500 1,750 5,500 3,235
-------- -------- -------- --------
NET INTEREST INCOME AFTER PROVISION FOR CREDIT
LOSSES ON LOANS 11,866 8,850 23,335 16,441
-------- -------- -------- --------
NONINTEREST REVENUES
Loan related fees 1,592 1,273 3,346 1,731
Other 333 187 547 438
-------- -------- -------- --------
TOTAL NONINTEREST REVENUES 1,925 1,460 3,893 2,169
-------- -------- -------- --------
NONINTEREST EXPENSES
General and administrative expenses
Employee 3,630 3,426 7,795 6,689
Operating 1,599 1,306 3,138 2,575
Occupancy 986 830 1,979 1,587
Technology 518 533 1,078 995
Professional 806 465 1,127 769
SAIF premiums and OTS assessments 313 231 612 456
-------- -------- -------- --------
Total general and administrative expenses 7,852 6,791 15,729 13,071
-------- -------- -------- --------
(Loss) Income from real estate operations, net (18) 1,031 417 1,364
Other non-operating expense 8 8 919 4
-------- -------- -------- --------
TOTAL NONINTEREST EXPENSES 7,878 5,768 16,231 11,711
-------- -------- -------- --------
NET EARNINGS BEFORE INCOME TAXES 5,913 4,542 10,997 6,899
INCOME TAX PROVISION 2,487 1,370 4,599 1,894
-------- -------- -------- --------
NET EARNINGS $ 3,426 $ 3,172 $ 6,398 $ 5,005
======== ======== ======== ========
BASIC EARNINGS PER SHARE (NOTE 3) $ 0.65 $ 1.00 $ 1.22 $ 1.58
======== ======== ======== ========
DILUTED EARNINGS PER SHARE (NOTE 3) $ 0.44 $ 0.56 $ 0.83 $ 0.88
======== ======== ======== ========
WEIGHTED AVERAGE BASIC SHARES OUTSTANDING (NOTE 3) 5,290 3,168 5,257 3,163
======== ======== ======== ========
WEIGHTED AVERAGE DILUTED SHARES OUTSTANDING (NOTE 3) 7,723 5,663 7,728 5,672
======== ======== ======== ========
See accompanying Notes to Consolidated Financial Statements.
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HAWTHORNE FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(AMOUNTS ARE IN THOUSANDS)
COMPREHENSIVE
INCOME
------------
BALANCE AT EXERCISED BALANCE AT
DECEMBER 31, STOCK EXERCISED NET JUNE 30,
1998 OPTIONS WARRANTS EARNINGS OTHER 1999
-------- -------- -------- -------- -------- --------
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
NUMBER OF COMMON SHARES 5,195 94 9 -- -- 5,298
======== ======== ======== ======== ======== ========
Common stock $ 52 $ 1 $ -- $ -- $ -- $ 53
Capital in excess of par value
common stock 40,349 495 19 -- (32) 40,831
Retained earnings 41,150 -- -- 6,398 -- 47,548
Treasury stock (48) -- -- -- -- (48)
Employee stock ownership plan-loan (79) -- -- -- 79 --
-------- -------- -------- -------- -------- --------
TOTAL STOCKHOLDERS' EQUITY $ 81,424 $ 496 $ 19 $ 6,398 $ 47 $ 88,384
======== ======== ======== ======== ======== ========
See accompanying Notes to Consolidated Financial Statements.
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HAWTHORNE FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(DOLLARS ARE IN THOUSANDS)
SIX MONTHS ENDED
JUNE 30
-------------------------
1999 1998
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 6,398 $ 5,005
Adjustments
Provision for income taxes 4,599 1,894
Provision for estimated credit losses on loans 5,500 3,235
Provision for estimated credit losses on real estate owned 80 15
Net recoveries from sales of real estate owned (638) (1,394)
Net gain from sale of other assets 9 --
Loan fee and discount accretion (3,125) (2,953)
Depreciation and amortization 1,329 777
FHLB dividends (417) (209)
Increase in accrued interest receivable (316) (1,815)
Increase in other assets (4,106) (2,303)
(Decrease) increase in other liabilities 135 742
Other, net -- (25)
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 9,448 2,969
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Investment securities
Purchases -- (17)
Loans
New loans funded (172,327) (217,493)
Construction disbursements (185,876) (168,342)
Payoffs 269,487 148,540
Principal amortization and paydowns 12,209 13,553
Lines of credit activity, net (826) (34,210)
Other, net 73 2,315
Real estate owned
Sale proceeds 2,947 8,237
Capitalized costs (43) (578)
Other, net -- 51
Purchase of FHLB stock (5,209) (3,433)
Office property and equipment
Sale proceeds 48 4
Additions (1,213) (2,642)
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (80,730) (254,015)
--------- ---------
See accompanying Notes to Consolidated Financial Statements.
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HAWTHORNE FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(DOLLARS ARE IN THOUSANDS)
SIX MONTHS ENDED
JUNE 30
--------------------------
1999 1998
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Deposit activity, net $ 33,914 $ 91,974
Net FHLB advances 115,000 175,000
Net proceeds from exercise of stock options and warrants 515 402
Collection of ESOP loan 79 12
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 149,508 267,388
--------- ---------
Net increase in cash and cash equivalents 78,226 16,342
Cash and cash equivalents at beginning of period 45,449 51,620
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 123,675 $ 67,962
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID DURING THE PERIOD FOR
Interest $ 35,590 $ 26,982
Income taxes 4,231 75
NON-CASH INVESTING AND FINANCING ACTIVITIES
Real estate acquired in settlement of loans 1,143 3,075
Loans originated to finance sales of real estate owned 1,500 1,970
Loans originated to refinance existing bank loans 21,024 27,529
LOAN ACTIVITY
Total commitments $ 357,839 $ 439,404
Less:
Change in undisbursed funds on construction commitments 9,564 (43,499)
Loans originated to finance sales of real estate owned (1,500) (1,970)
New lines of credit (7,700) (8,100)
--------- ---------
Net construction disbursements and loans funded $ 358,203 $ 385,835
========= =========
See accompanying Notes to Consolidated Financial Statements.
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HAWTHORNE FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
(AMOUNTS IN TABLES ARE IN THOUSANDS, EXCEPT PER SHARE DATA)
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES
The consolidated financial statements include the accounts of Hawthorne
Financial Corporation and its wholly-owned subsidiary, Hawthorne Savings, F.S.B.
("Bank"), which are collectively referred to herein as the "Company". All
material intercompany transactions and accounts have been eliminated.
In the opinion of management, the unaudited consolidated financial
statements contain all adjustments (consisting solely of normal recurring
accruals) necessary to present fairly the Company's financial position as of
June 30, 1999 and December 31, 1998, and the results of its operations and its
cash flows for the three and six months ended June 30, 1999 and 1998. Operating
results for the three and six months ended June 30, 1999, are not necessarily
indicative of the results that may be expected for any other interim period or
the full year ending December 31, 1999.
Certain information and note disclosures normally included in financial
statements prepared in accordance with Generally Accepted Accounting Principles
("GAAP") have been condensed or omitted pursuant to the rules and regulations of
the Securities and Exchange Commission ("SEC"). The unaudited consolidated
financial statements should be read in conjunction with the audited consolidated
financial statements and notes thereto included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1998.
NOTE 2 - RECLASSIFICATION
Certain amounts in the 1998 consolidated financial statements have been
reclassified, where practicable, to conform with classifications in 1999.
NOTE 3 - BOOK VALUE AND EARNINGS PER SHARE
The table below sets forth the Company's earnings per share calculations
for the three and six months ended June 30, 1999 and 1998. In the table below,
"Warrants" refer to the Warrants issued by the Company in December 1995, which
are currently exercisable and which expire December 11, 2005, and "Options"
refer to stock options previously granted to employees of the Company and which
were outstanding at each measurement date.
In July 1998, the Company completed an offering of 2,012,500 shares of
its Common Stock at a price of $15.00 per share, realizing net proceeds (after
offering costs) of approximately $27.6 million. As a result of this offering,
the exercise price of the Company's Warrants was reduced to $2.128 and the
number of shares of Common Stock purchasable upon the exercise of the Warrants
was increased to 2,512,188.
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NOTE 3 - BOOK VALUE AND EARNINGS PER SHARE - CONTINUED
(AMOUNTS IN TABLES ARE IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
--------------------- ---------------------
1999 1998 1999 1998
------- ------- ------- -------
AVERAGE SHARES OUTSTANDING
Basic 5,290 3,168 5,257 3,163
Warrants 2,503 2,376 2,503 2,376
Options(1) 484 636 551 646
Less Treasury shares(2) (554) (517) (583) (513)
------- ------- ------- -------
Diluted 7,723 5,663 7,728 5,672
======= ======= ======= =======
NET EARNINGS FOR THE PERIOD $ 3,426 $ 3,172 $ 6,398 $ 5,005
======= ======= ======= =======
BASIC EARNINGS PER SHARE $ 0.65 $ 1.00 $ 1.22 $ 1.58
======= ======= ======= =======
DILUTED EARNINGS PER SHARE $ 0.44 $ 0.56 $ 0.83 $ 0.88
======= ======= ======= =======
JUNE 30
-----------------------
1999 1998
-------- --------
PERIOD-END SHARES OUTSTANDING
Basic 5,293 3,170
Warrants 2,503 2,376
Options(1) 498 534
Less Treasury shares(2) (555) (456)
-------- --------
Diluted 7,739 5,624
======== ========
Stockholders' equity $ 88,384 $ 47,737
======== ========
BASIC BOOK VALUE PER SHARE $ 16.70 $ 15.06
======== ========
DILUTED BOOK VALUE PER SHARE $ 11.42 $ 8.49
======== ========
- -----------------
(1) Does not include 325,000 options outstanding at June 30, 1999 for
which the exercise price exceeded the average market price of the
Company's Common Stock during the period.
(2) Under the Diluted Method, it is assumed that the Company will use
proceeds from the proforma exercise of the Warrants and Options
to acquire actual shares currently outstanding, thus increasing
Treasury shares. In this calculation, Treasury shares were
assumed to be repurchased at the average closing stock price for
the respective period.
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NOTE 4 - COMMITMENTS AND CONTINGENCIES
The Bank is a defendant in an action entitled Takaki vs. Hawthorne
Savings and Loan Association, filed in the Superior Court of the State of
California, Los Angeles. The plaintiffs were owners of real property which they
sold in early 1992 to a third party. The Bank provided escrow services in
connection with the transaction. A substantial portion of the consideration paid
to the plaintiffs took the form of a deed of trust secured by another property
then owned by an affiliate of the purchaser. The value of the collateral
securing this deed of trust ultimately proved to be inadequate. The plaintiffs
alleged that the Bank knew, or should have known, that the security that the
plaintiffs received as sellers was inadequate and should have so advised them.
In June 1997, a jury found for the plaintiffs and awarded compensatory and
punitive damages totaling $9.1 million. In July 1997, the trial judge reduced
the combined award to $3.3 million. The Bank filed an appeal and in July, 1998,
the Appellate Court remanded the case to the Superior Court with directions to
dismiss the fraudulent concealment, misrepresentation and punitive damages
claims and to conduct a new trial pertaining solely to damages arising from
negligence, in particular to determine whether any negligence of the Bank
contributed to the plaintiffs' injury and, if so, to apportion liability for
negligence between the Bank and the plaintiffs. On March 30, 1999, the jury
returned a verdict in favor of the plaintiffs in the amount of $2.6 million. In
May 1999, the Bank filed a notice of appeal from the judgment and posted an
Appeal Bond with the Court to stay plaintiffs' enforcement of the judgment
pending the Appellate Court's decision. The Bank believes that there is a
reasonable likelihood that its position will ultimately be upheld on appeal and
accordingly, that no amounts having a materially adverse effect on the Bank's or
the Company's financial conditions or operations will be paid by the Bank to the
plaintiffs in this matter. There can be no assurances that this will be the case
however.
The Bank is a defendant in an action entitled Mells v. Hawthorne, filed
in the Superior Court of the State of California, San Diego. Plaintiffs alleged
that the Bank concealed and misrepresented the severity of defects in a house
that the Bank sold to them. On June 30, 1999, judgment was entered on behalf of
the plaintiffs for $620,000. In July, the Court granted plaintiffs' motion for
attorney's fees and costs in the amount of $260,675. The Bank has filed a motion
for a new trial and for a judgment notwithstanding the verdict. The Bank intends
to vigorously pursue its position and believes that there is a substantial
likelihood that the amount of the judgment will be reduced and, accordingly,
that no amounts having a materially adverse effect on the Bank's or the
Company's financial condition or operations will be paid by the Bank to the
plaintiffs in this matter. However, there can be no assurances that this will be
the case.
The Company is involved in a variety of other litigation matters. In the
opinion of management, based upon the advice of legal counsel, none of these
cases will have a materially adverse effect on the Bank's or the Company's
financial condition or results of operations.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
Net earnings for the three months ended June 30, 1999 were $3.4 million,
or $0.44 per diluted share. This compares with net earnings of $3.2 million, or
$0.56 per diluted share, for the three months ended June 30, 1998. Net earnings
for the first half of 1999 were $6.4 million, or $0.83 per diluted share,
compared to net earnings of $5.0 million, or $0.88 per diluted share, for the
six months ended June 1998. The number of shares utilized in the calculations of
diluted earnings per share increased to 7.7 million during each of the 1999
periods compared to 5.7 million during each of the 1998 periods, primarily as a
result of the Company's sale of approximately 2.0 million shares of its Common
Stock in July 1998.
CORE BUSINESS ACTIVITY
The Company originates real estate-secured loans throughout Southern
California, generally consisting of permanent loans collateralized by one to
four unit residential property, permanent and construction loans secured by
multi-family residential and commercial real estate, and loans for the
construction of individual and tracts of single family residential homes and the
acquisition and development of land for the construction of such homes. The
Company funds its loans predominately with retail deposits and, to a lesser
extent, with advances from the Federal Home Loan Bank of San Francisco ("FHLB").
The Company's consolidated capital structure has changed significantly
since 1995, initially as a result of its recapitalization in December 1995, and
then again in December 1997, due to its successful refinancing of the securities
issued in the 1995 recapitalization through the sale of Senior Notes ("Senior
Notes"). In July 1998, the Company completed a public offering of approximately
2.0 million shares of its Common Stock which raised approximately $27.6 million
of net proceeds. In addition, the Company returned to taxable status during
1998, following several years in which it realized substantial income tax
benefits from utilization of accumulated operating loss carryforwards. Together,
these factors make meaningful comparisons of consolidated operating results, and
related per share amounts, between the 1999 and 1998 periods somewhat difficult.
Because of the significant changes to the Company's capital structure
and taxable status, management believes that pretax core earnings ("Bank Core
Earnings") are the most useful measure of the Company's underlying operating and
earnings performance. Bank Core Earnings are earnings before interest on parent
company debt, income taxes, real estate operations and non-operating items. For
the quarter, Bank Core Earnings were $7.2 million, 51% more than the $4.8
million of Bank Core Earnings produced during the second quarter of 1998. Bank
Core Earnings of $14.0 million for the first half of 1999 were 74% higher than
the Bank Core Earnings of $8.0 million generated during the first half of 1998.
This growth in Bank Core Earnings results from the continued growth in earning
assets, which was partially offset by a slight decline in the Bank's net
interest margin.
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12
The table below isolates the principal components of the Bank's Core
Earnings and the Company's net earnings for the periods indicated (dollars are
in thousands).
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
----------------------- ------------------------
1999 1998 1999 1998
-------- -------- ---------- --------
Net interest income (excluding senior notes) $ 15,616 $ 11,850 $ 31,335 $ 22,190
Less provision for estimated credit losses on loans 2,500 1,750 5,500 3,235
-------- -------- -------- --------
Net interest income after provision for credit losses on 13,116 10,100 25,835 18,955
Noninterest revenues 1,925 1,460 3,893 2,169
Less general and administrative costs 7,852 6,791 15,729 13,071
-------- -------- -------- --------
BANK CORE EARNINGS 7,189 4,769 13,999 8,053
-------- -------- -------- --------
Other items
(Loss) Income from real estate operations, net (18) 1,031 417 1,364
Other non-operating expenses, net (8) (8) (919) (4)
Interest cost on senior notes (1,250) (1,250) (2,500) (2,514)
-------- -------- -------- --------
OTHER ITEMS, NET (1,276) (227) (3,002) (1,154)
-------- -------- -------- --------
Pretax earnings 5,913 4,542 10,997 6,899
Income tax provision 2,487 1,370 4,599 1,894
-------- -------- -------- --------
NET EARNINGS $ 3,426 $ 3,172 $ 6,398 $ 5,005
======== ======== ======== ========
The Bank's net interest income, excluding Senior Notes and after
provision for credit losses, increased 29.7% during the second quarter of 1999,
to $13.1 million, from the $10.1 million of net interest income generated during
the second quarter of 1998. This growth in net interest income resulted from a
36% increase in the Bank's average interest-earning assets, which rose to $1.5
billion during the three months ended June 30, 1999, from $1.1 billion during
the three months ended June 30, 1998. Because the Company has contributed to the
Bank substantially all of the net proceeds raised during 1998 from its sale of
Common Stock, the Company and the Bank will not have excess capital during 1999
to the same extent excess capital was available during 1998. Accordingly,
management does not expect that growth in the Company's assets will approach the
percentage growth achieved during 1998, absent the issuance of additional debt
or equity securities by the Company or the Bank. The Company and the Bank have
no present intention of issuing debt or equity securities in 1999.
Non-interest revenues were $1.9 million and $3.9 million for the three
and six months ended June 30, 1999, respectively, compared to non-interest
revenues of $1.5 million and $2.2 million earned in the three months and six
months ended June 30, 1998, respectively. The year-over-year increase in
non-interest revenues resulted primarily from a greater amount of exit and
release fees and prepayment penalties in connection with loans repaid during the
1999 period.
General and administrative expenses were $7.9 million during the three
months ended June 30, 1999, which is consistent with the general and
administrative costs during the first quarter of 1999, and is 16% more than the
general and administrative costs during the second quarter of 1998, which were
$6.8 million. For the six months ended June 30, 1999, general and administrative
costs were $15.7 million, representing a 20% increase over general and
administrative costs for the same period in 1998. The growth in general and
administrative expenses during the second quarter of 1999, as compared with the
same quarter in 1998, resulted from significant increases to staff, in
particular in the Company's lending and technology groups, to accommodate the
significant expansion in each of the Company's lending businesses and in
anticipation of the Company's now-completed technology platform conversion.
Occupancy and operating expenses also increased year-over-year, as a direct
consequence of the growth in staff.
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13
During the six months ended June 30, 1999, the Company settled two
matters involving real estate owned, sold by the Company to third parties prior
to 1992. In each of these matters, the Company was alleged to have sold the
properties with known construction defects which were not adequately disclosed
to the purchasers. In the aggregate, these settlements involved the payment by
the Company of a total of $0.6 million, which is included with other
non-operating expense. In addition, during the first six months of 1999, the
Company paid $ 0.3 million for the remaining cost of a long-term lease in
connection with one of its former branch offices, which management determined
was no longer part of the Company's operating plant.
INCOME TAXES
During the first half of 1999, the Company's effective tax rate was
41.8%. During the first half of 1998, the Company's effective tax rate was
27.4%, which reflected continued utilization of accumulated income tax benefits,
principally tax loss carryforwards.
PARENT COMPANY ITEMS
In July 1998, the Company completed a public offering of approximately
2.0 million shares of its Common Stock, realizing net proceeds (after offering
costs) of approximately $27.6 million. Through June 30, 1999, the Company had
contributed $22.5 million of these net proceeds to the Bank and had made its
June 30, 1999 and December 1998 semiannual interest payments of approximately
$2.5 million each payment on its Senior Notes. Accordingly, the Company will now
rely upon dividends from the Bank for its payment of interest on its Senior
Notes, the next payment of which is due in December 1999.
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RESULTS OF OPERATIONS
The following table sets forth the Company's average balance sheets, and
the related weighted average yields and costs on average interest-earning assets
and interest-bearing liabilities, for the three months ended June 30, 1999 and
1998 (dollars are in thousands).
THREE MONTHS ENDED
------------------------------------------------------------------------------------
JUNE 30, 1999 JUNE 30, 1998
----------------------------------------- ---------------------------------------
WEIGHTED WEIGHTED
AVERAGE REVENUES/ AVERAGE AVERAGE REVENUES/ AVERAGE
BALANCE COSTS YIELD/COST BALANCE COSTS YIELD/COST
----------- ---------- ----------- ----------- ---------- ----------
ASSETS
Interest-earning assets
Loans (1) (2) $1,392,736 $ 31,211 8.96% $1,024,202 $ 24,475 9.56%
Cash and cash equivalents 108,522 1,222 4.50% 38,782 509 5.25%
Investment securities -- -- --% 587 9 6.13%
Investment in capital stock of
Federal Home Loan Bank 17,527 220 5.02% 7,733 104 5.38%
---------- ---------- ---------- ----------
Total interest-earning assets 1,518,785 32,653 8.60% 1,071,304 25,097 9.37%
---------- ----- ---------- ----
Noninterest-earning assets 8,414 10,983
---------- ----------
TOTAL ASSETS $1,527,199 $1,082,287
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing liabilities
Deposits $1,041,424 12,600 4.85% $ 860,761 11,374 5.30%
FHLB advances 344,769 4,437 5.16% 133,928 1,873 5.61%
Senior notes 40,000 1,250 12.50% 40,000 1,250 12.50%
---------- ---------- ---------- ----------
Total interest-bearing liabilities 1,426,193 18,287 5.14% 1,034,689 14,497 5.62%
---------- ----- ---------- -----
Noninterest-bearing liabilities 15,220 1,325
Stockholders' equity 85,786 46,273
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,527,199 $1,082,287
========== ==========
Net interest income $ 14,366 $ 10,600
========== ==========
INTEREST RATE SPREAD 3.46% 3.75%
===== =====
NET INTEREST MARGIN INCLUDING SENIOR NOTES 3.78% 3.96%
===== =====
NET INTEREST MARGIN EXCLUDING SENIOR NOTES 4.11% 4.42%
===== =====
- ------------------
(1) Average balance includes nonaccrual loans of $32.6 million and $22.9
million for the three months ended June 30, 1999 and June 30, 1998,
respectively.
(2) Revenues/Costs includes amortization of loan fees and discounts of $1.6
million and $1.5 million for the three months ended June 30, 1999 and June
30, 1998, respectively.
NET INTEREST INCOME
The operations of the Company are substantially dependent on its net
interest income, which is the difference between the interest income received
from its interest-earning assets and the interest expense paid on its
interest-bearing liabilities. The Company's net interest margin is its net
interest income divided by its average interest-earning assets. Net interest
income and net interest margin are affected by several factors, including (1)
the level of, and the relationship between, the dollar amount of
interest-earning assets and interest-bearing liabilities, (2) the relationship
between the repricing or maturity of the Company's adjustable-rate and
fixed-rate loans and short-term investment securities and its deposits and
borrowings, and (3) the magnitude of the Company's non-interest-earning assets,
including nonaccrual loans and real estate owned ("REO").
14
15
For the quarter, the Bank's net interest margin was 4.11% as compared to
a net interest margin of 4.42% during the second quarter of 1998. This tempering
of the Bank's net interest margin was caused by (1) a decline in the yield
earned on the Bank's loans, which are predominantly adjustable-rate and priced
off of market-sensitive indexes (e.g., Prime Rate, One-year CMT, Six-month
LIBOR), resulting from the sharp drop in market interest rates that occurred
during the last half of 1998, and which only recently began to approach their
early 1998 levels, and (2) maintenance of higher liquidity levels by the Bank
during the second quarter of 1999 as compared with the second quarter of 1998.
These adverse influences were partially offset by a decline in the Bank's
funding costs, which averaged 4.93% during the second quarter of 1999, as
compared with 5.02% and 5.34%, respectively, during the first quarter of 1999
and the second quarter of 1998. The decline in funding costs during the three
months ending June 30, 1999 compared to the same period in 1998 were due to a
shift from higher cost average term certificates of deposits, which represented
76% and 86% of total average deposits for 1999 and 1998, respectively, to lower
cost money market accounts, which represented 15% and 7% of total average
deposits for 1999 and 1998, respectively, with average non-interest and low
interest bearing deposits, representing 9% and 7% of total average deposits for
1999 and 1998, respectively. Additionally, another influence on the decline in
funding costs was the decrease in the average cost of FHLB advances which was
5.16% for the second quarter of 1999 compared to 5.61% for the second quarter of
1998.
The table below sets forth the Company's average balance sheets, and the
related weighted average yields and costs on average interest-earning assets
and interest-bearing liabilities, for the six months ended June 30, 1999 and
1998 (dollars are in thousands).
SIX MONTHS ENDED
-----------------------------------------------------------------------------------
JUNE 30, 1999 JUNE 30, 1998
-------------------------------------------- -------------------------------------
WEIGHTED WEIGHTED
AVERAGE REVENUES/ AVERAGE AVERAGE REVENUES/ AVERAGE
BALANCE COSTS YIELD/COST BALANCE COSTS YIELD/COST
---------- ---------- ------------ ---------- --------- ----------
ASSETS
Interest-earning assets
Loans(1)(2) $1,373,666 $ 62,211 9.06% $ 958,131 $ 45,636 9.53%
Cash and cash equivalents 88,267 2,058 4.66% 46,144 1,229 5.33%
Investment securities -- -- -- 581 17 5.85%
Investment in capital stock of
Federal Home Loan Bank 16,397 417 5.09% 7,492 209 5.58%
---------- ---------- ---------- ----------
Total interest-earning assets 1,478,330 64,686 8.75% 1,012,348 47,091 9.30%
---------- ----- ---------- -----
Noninterest-earning assets 12,362 17,479
---------- ----------
TOTAL ASSETS $1,490,692 $1,029,827
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing liabilities
Deposits $1,028,741 25,054 4.91% $ 839,945 22,111 5.31%
FHLB advances 322,729 8,297 5.18% 98,958 2,790 5.69%
Senior notes 40,000 2,500 12.50% 40,000 2,514 12.57%
---------- ---------- ---------- ----------
Total interest-bearing liabilities 1,391,470 35,851 5.20% 978,903 27,415 5.65%
---------- ----- ---------- -----
Noninterest-bearing liabilities 15,098 6,297
Stockholders' equity 84,124 44,627
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,490,692 $1,029,827
========== ==========
Net interest income $ 28,835 $ 19,676
========== ==========
INTEREST RATE SPREAD 3.56% 3.65%
====== =====
NET INTEREST MARGIN INCLUDING SENIOR NOTES 3.90% 3.89%
====== =====
NET INTEREST MARGIN EXCLUDING SENIOR NOTES 4.24% 4.38%
====== =====
- -----------------
(1) Includes nonaccrual loans of $38.8 million and $22.2 million for the
six months ended June 30, 1999 and June 30, 1998, respectively.
(2) Includes amortization of loan fees and discounts of $3.1 million and
$2.9 million for the six months ended June 30, 1999 and June 30,
1998, respectively.
15
16
For the first half of 1999, the Bank's net interest margin was 4.24% as
compared to a net interest margin of 4.38% during the first half of 1998. This
tempering of the Bank's net interest margin was caused by (1) a decline in the
yield earned on the Bank's loans, which are predominantly adjustable-rate and
priced off of market-sensitive indexes (e.g., Prime Rate, One-year CMT,
Six-month LIBOR), resulting from the sharp drop in market interest rates that
occurred during the last half of 1998, and which only recently began to
approach their early 1998 levels, and (2) maintenance of higher liquidity
levels by the Bank during the first half of 1999 as compared with the first
half of 1998. The weighted average yield on the Bank's loan portfolio was 9.06%
during the first half of 1999 which was 0.47% less when compared to 9.53% during
the first half of 1998. These adverse influences on the Bank's net interest
margin were partially offset by a decline in the Bank's funding costs, which
averaged 4.98% during the first half of 1999, as compared with 5.35% during the
first half of 1998. The decline in funding costs were due to a shift from
higher cost average term certificates of deposits, which represented 78% and
86% of total average deposits for 1999 and 1998, respectively, to lower cost
money market accounts, which represented 14% and 7% of total average deposits
for 1999 and 1998, respectively, with average non-interest and low interest
bearing deposits, representing 8% and 7% of total average deposits for 1999 and
1998, respectively. Additionally, the decrease in the average cost of FHLB
advances further influenced the decline in the cost of funds; FHLB advances
were 5.18% for the first half of 1999 compared to 5.69% for the first half of
1998.
The following tables set forth the dollar amount of changes in interest
revenues and interest costs attributable to changes in the balances of
interest-earning assets and interest-bearing liabilities, and changes in
interest rates. For each category of interest-earning assets and
interest-bearing liabilities, information is provided on changes attributable
to (1) changes in volume (i.e., changes in volume multiplied by old rate), (2)
changes in rate (i.e., changes in rate multiplied by old volume) and (3)
changes attributable to both rate and volume (dollars are in thousands).
16
17
THREE MONTHS ENDED JUNE 30, 1999 AND 1998
INCREASE (DECREASE) DUE TO CHANGE IN
-----------------------------------------------------
RATE AND NET
VOLUME RATE VOLUME CHANGE
-------- -------- -------- --------
INTEREST REVENUES
Loans $ 8,807 $ (1,523) $ (548) $ 6,736
Cash and cash equivalents 915 (72) (130) 713
Investment securities (9) (9) 9 (9)
Investment in capital stock of
Federal Home Loan Bank 132 (7) (9) 116
-------- -------- -------- --------
9,845 (1,611) (678) 7,556
-------- -------- -------- --------
INTEREST COSTS
Deposits 2,387 (960) (201) 1,226
FHLB advances 8,219 (1,050) (4,605) 2,564
Senior notes -- -- -- --
-------- -------- -------- --------
10,606 (2,010) (4,806) 3,790
-------- -------- -------- --------
INCREASE IN NET INTEREST INCOME $ (761) $ 399 $ (4,128) $ 3,766
======== ======== ======== ========
SIX MONTHS ENDED JUNE 30, 1999 AND 1998
INCREASE (DECREASE) DUE TO CHANGE IN
-----------------------------------------------------
RATE AND NET
VOLUME RATE VOLUME CHANGE
-------- -------- -------- --------
INTEREST REVENUES
Loans $ 19,792 $ (2,244) $ (973) $ 16,575
Cash and cash equivalents 1,122 (153) (140) 829
Investment securities (17) (17) 17 (17)
Investment in capital stock of --
Federal Home Loan Bank 248 (18) (22) 208
-------- -------- -------- --------
21,145 (2,432) (1,118) 17,595
-------- -------- -------- --------
INTEREST COSTS
Deposits 4,970 (1,655) (372) 2,943
FHLB advances 6,309 (246) (556) 5,507
Senior notes -- (14) -- (14)
-------- -------- -------- --------
11,279 (1,915) (928) 8,436
-------- -------- -------- --------
INCREASE IN NET INTEREST INCOME $ 9,866 $ (517) $ (190) $ 9,159
======== ======== ======== ========
The Company's interest revenues increased by $17.6 million, or 37.4%,
during the first six months of 1999 as compared to the same period in 1998. This
increase was primarily attributable to an increase in the average balance of
loans outstanding, which was partially offset by a decrease in the weighted
average yield earned thereon.
Interest costs increased by $8.4 million, or 30.8%, during the first six
months of 1999, as compared to the same period during 1998, primarily due to an
increase in the average balances of the Company's deposits and borrowings, which
was partially offset by a decrease in the weighted average rates paid on the
Company's deposits and FHLB advances.
These changes in interest revenues and interest costs produced an
increase of $9.2 million, or 46.5%, in the Company's net interest income during
the first six months of 1999 as compared with the same quarter during 1998.
Expressed as a percentage of average interest-earning assets, the Company's net
interest margin increased to 3.90% during the first six months of 1999, as
compared with the net interest margin of 3.89% produced during the same period
during 1998.
17
18
PROVISIONS FOR ESTIMATED CREDIT LOSSES ON LOANS
For the three and six months ended June 30, 1999, the Company recorded
provisions for estimated credit losses on loans of $2.5 million and $5.5
million, respectively, an increase of 38.9% and 71.9% over provisions of $1.8
million and $3.2 million recorded during the three and six months ended June 30,
1998, respectively. The provisions for estimated credit losses during the first
half of 1999 were recorded to the company's general valuation reserve, compared
to a provision of $1.5 million to specific valuation reserve and $1.7 million to
general valuation reserve during the first half of 1998. The increase in the
level of loan loss provisions reflects management's intention to increase the
ratio of the Company's general valuation reserves to 1.50% of net loans by the
end of 1999, a level deemed by management to be prudent in view of the
significant growth in the Company's loan portfolio since 1997, the relative lack
of seasoning of many of the Company's loans, and the significant portion of the
Company's loans which are directed at financing real estate development. At June
30, 1999, the Company's general reserves totaled 1.34% of net loans compared to
0.89% and 0.97% at December 31, 1998, and June 30, 1998, respectively.
Although the Company maintains its allowance for credit losses at a
level which it considers to be adequate to provide for potential losses based on
presently known conditions, there can be no assurance that such losses will not
exceed the estimated amounts, thereby adversely affecting future results of
operations. The calculation of the adequacy of the allowance for credit losses,
and therefore the requisite amount of provision for credit losses, is based on
several factors, including underlying loan collateral values, delinquency trends
and historical loan loss experience, all of which can change without notice
based on market and economic conditions and other factors.
NONINTEREST REVENUES
The table below sets forth information concerning the Company's
noninterest revenues for the periods indicated (dollars are in thousands).
THREE MONTHS ENDED JUNE 30 SIX MONTHS ENDED JUNE 30
---------------------------- ----------------------------
1999 1998 CHANGE 1999 1998 CHANGE
------ ------ ------ ------ ------ ------
Noninterest revenues
Loan related fees $1,592 $1,273 $ 319 $3,346 $1,731 $1,615
Other 333 187 146 547 438 109
------ ------ ------ ------ ------ ------
TOTAL NONINTEREST REVENUES $1,925 $1,460 $ 465 $3,893 $2,169 $1,724
====== ====== ====== ====== ====== ======
Loan-related fees primarily consist of fees collected from borrowers (1)
for the early repayment of their loans, (2) for the extension of the maturity of
loans (predominantly short-term construction loans, with respect to which
extension options are included in the original term of the Company's loan), and
(3) in connection with certain loans which contain exit or release fees payable
to the Company upon the maturity or repayment of the Company's loan. The
significant increase in loan-related fee revenues during the first six months of
1999, as compared with the first six months of 1998, was occasioned by the
prepayment of a larger number of loans to which prepayment penalties were
attached, and the repayment of a small number of loans which possessed exit fees
due upon the loans' repayment. The increase in prepayments was due to the sharp
drop in market interest rates that occurred during the last half of 1998,
resulting in an increase in the volume of prepayments and refinancing of
existing loans during the first half of 1999.
NONINTEREST EXPENSES - GENERAL AND ADMINISTRATIVE EXPENSES
As the Company's business activities have grown and expanded, additional
personnel have been hired into the Company's various business and staff support
groups. During the first six months of 1999, the Company employed an average of
274 full-time equivalents. By comparison, the Company employed an average of 221
full-time equivalents during the first six months of 1998. The corresponding
year-over-year growth in employee-related expenses, which consist primarily of
base salaries, incentive compensation and the Company's share of benefit
expenses, was substantially less than the growth in the dollar amount of the
Company's net interest margin.
18
19
The year-over-year growth in operating and occupancy expenses
approximates, and is directly tied to, the growth in the number of full-time
equivalents employed by the Company.
As previously reported, the Company completed the conversion of its
computer-based systems to an in-house platform during 1998. This platform
conversion was integrated into the Company's overall plan to address Year 2000
data processing issues. To date, the Company has (1) completed its own Year 2000
testing by creating a database that rolled forward systematically until the
in-house computer systems processed data into what it believed was early 2000,
(2) established contingency plans that will provide for alternative methods of
conducting business for critical functions, (3) completed an extensive review of
all of its third party service providers' Year 2000 compliance, and (4)
completed its evaluation of the potential Year 2000-related risk associated with
certain of its real estate loan collateral. The expense incurred and to be
incurred by the Company to ensure Year 2000 compliance is substantially
integrated and was included with the expense associated with the now-completed
conversion of the Company's technology platform. The Company does not anticipate
any material additional expenses in 1999 related to Year 2000 software or
hardware. Year 2000 testing occurs on a continual basis upon receipt of all new
releases of Year 2000-compliant software and hardware.
NONINTEREST EXPENSES - REAL ESTATE OPERATIONS
The table below sets forth the costs and revenues attributable to the
Company's REO for the periods indicated. The compensatory and legal costs
directly associated with the Company's property management and disposal
operations are included in General and Administrative Expenses (dollars are in
thousands).
THREE MONTHS ENDED JUNE 30 SIX MONTHS ENDED JUNE 30
-------------------------------- --------------------------------
1999 1998 CHANGE 1999 1998 CHANGE
-------- ------- ------- -------- ------- -------
Expenses associated with real estate
OPERATIONS
Property taxes, repairs, maintenance,
renovations, and insurance $ 72 $ 34 $ 38 $ 151 $ 82 $ 69
REVENUES ASSOCIATED WITH REAL ESTATE
OPERATIONS
Net recoveries from sale of REO and
property operations 89 1,065 (976) 648 1,461 (813)
PROVISION FOR ESTIMATED LOSSES ON
REAL ESTATE OWNED 35 -- 35 80 15 65
------- ------- ------- ------- ------- -------
(LOSS) INCOME FROM REAL ESTATE $ (18) $ 1,031 $(1,049) $ 417 $ 1,364 $ (947)
======= ======= ======= ======= ======= =======
Net recoveries from sales of REO properties represent the difference
between the proceeds received from property disposal and the carrying value of
such properties upon disposal. Property operations principally include the net
operating income (collected rental revenues less operating expenses and certain
renovation costs) from foreclosed income-producing properties or receipt,
following foreclosure, of similar funds held by receivers during the period the
original loan was in default. During the six months ended June 30, 1999, the
Company sold eleven properties generating net cash proceeds of $2.9 million and
a net recovery of $0.6 million, as compared to sales of sixty properties
generating net cash proceeds of $8.2 million and a net recovery of $1.4 million
during the six months ended June 30, 1998.
INCOME TAXES
The Company recorded income tax provisions of $2.5 million and $4.6
million for the three and six months ended June 30, 1999, respectively, as
compared to income tax provisions of $1.4 million and $1.9 million, during the
same periods in 1998. The Company returned to taxable status during 1998,
following several years in which it realized substantial income tax benefits
from utilization of accumulated operating loss carryforwards. The Company's
effective tax rate was 42.1% and 41.8%, respectively, for the three and six
months ended June 30, 1999 and 30.2% and 27.4%, for the same periods in 1998.
19
20
FINANCIAL CONDITION, CAPITAL RESOURCES & LIQUIDITY AND ASSET QUALITY
ASSETS
LOANS RECEIVABLE
GENERAL
The Company's loan portfolio consists almost exclusively of loans
secured by real estate located in Southern California. The table below sets
forth the composition of the Company's loan portfolio as of the dates indicated
(dollars are in thousands).
JUNE 30, 1999 DECEMBER 31, 1998
------------------------- ----------------------------
BALANCE PERCENT BALANCE PERCENT
----------- -------- ----------- ------------
Single family $ 597,017 36.1% $ 576,032 35.9%
Income property
Multi-family (1) 235,011 14.2 250,876 15.6
Commercial (1) 209,693 12.7 222,558 13.9
Development (2) 131,391 7.9 78,425 4.9
Land (3) 74,646 4.5 69,581 4.3
Single family construction --
Single residence (4) 311,036 18.8 275,888 17.2
Tract 58,828 3.5 85,942 5.3
Other 38,583 2.3 46,615 2.9
----------- ------ --------- -----
GROSS LOANS RECEIVABLE (5) 1,656,205 100.0% 1,605,917 100.0%
====== =====
LESS
Undisbursed funds (230,071) (256,096)
Deferred fees and credits, net (3,544) (5,919)
Allowance for estimated losses (20,323) (17,111)
----------- ----------
NET LOANS RECEIVABLE $ 1,402,267 $1,326,791
=========== ==========
- -------------
(1) Predominantly term loans secured by improved properties, with
respect to which the properties' cash flows are sufficient to
service the Company's loan.
(2) Predominantly loans to finance the construction of
income-producing improvements. Also includes loans to finance
the renovation of existing improvements.
(3) The Company expects that a majority of these loans will be
converted into construction loans, and the land-secured loans
repaid with the proceeds of these construction loans, within
12 months.
(4) Predominantly loans for the construction of individual and
custom homes.
(5) The funded principal balance under recorded loan commitments,
plus undisbursed funds associated with such loan commitments.
20
21
The table below sets forth the approximate composition of the Company's
gross new loan commitments, net of internal refinances, for the period
indicated, in dollars and as a percentage of total loans originated (dollars are
in thousands).
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 1999 JUNE 30, 1999
---------------------- ----------------------
TYPES OF COLLATERAL AMOUNT % AMOUNT %
-------------------- -------- ------- -------- --------
Single family(1) $ 84,000 41.4% $125,400 35.0
Income property
Multi-family 5,600 2.7 14,500 4.1
Commercial(2) 19,000 9.4 33,700 9.4
Development(3) 12,600 6.2 39,900 11.1
Land(4) 10,500 5.2 25,100 7.0
Single family construction
Single residence(5) 64,400 31.8 104,800 29.3
Tract(6) -- -- 6,700 1.9
Other(7) 6,700 3.3 7,700 2.2
-------- ------- -------- -------
$202,800 100.0% $357,800 100.0
======== ======= ======== =======
- -----------
(1) Includes unfunded commitments of $0.1 million as of June 30, 1999.
(2) Includes unfunded commitments of $0.3 million as of June 30, 1999.
(3) Includes unfunded commitments of $19.7 million as of June 30, 1999.
(4) Includes unfunded commitments of $6.0 million as of June 30, 1999.
(5) Includes unfunded commitments of $64.9 million as of June 30, 1999.
(6) Includes unfunded commitments of $5.1 million as of June 30, 1999.
(7) Includes unfunded commitments of $5.6 million as of June 30, 1999.
ASSET QUALITY
Nonaccrual and Troubled Debt Restructured Loans
The Company generally places loans on nonaccrual status when (1) they
become 30 or more days delinquent or (2) management believes that, with respect
to performing loans, continued collection of principal and interest from the
borrower is not reasonably assured.
The following table provides information regarding the Company's
nonaccrual loans as of the dates indicated (dollars are in thousands).
JUNE 30 DECEMBER 31
1999 1998
------- -------
NONACCRUAL LOANS
Loans past due 90 days or more $12,051 $13,042
Loans past due 30-89 days 18,080 20,002
Other nonaccrual loans 2,500 14,644
------- -------
TOTAL(1) $32,631 $47,688
======= =======
RATIO OF TOTAL NONACCRUAL LOANS TO
Total assets 2.1% 3.4%
Net loans receivable 2.3% 3.6%
Core capital plus General Reserves 22.6% 39.5%
- ------------
(1) Includes $14.8 million and $2.7 million of troubled debt
restructured loans ("TDRs") at June 30, 1999 and December 31,
1998, respectively. Excludes $30.8 million and $31.6 million
of TDRs which were performing in accordance with their
modified terms at June 30, 1999 and December 31, 1998,
respectively.
21
22
Nonperforming assets ("NPAs"), which consist of the carrying value of
properties acquired through foreclosure and loan principal delinquent three or
more payments, were at $13.2 million at June 30, 1999 (or 0.8% of total assets).
By comparison, NPAs were $17.1 million (or 1.2% of total assets) at December 31,
1998.
The dollar amounts of nonaccrual and nonperforming loans have steadily
declined over the past several years, reaching their current level of $32.6
million and $12.1 million, respectively, at June 30, 1999, or 2.1% and 0.8%,
respectively, of total assets, their lowest level since the 1980's. Because a
portion of the Company's lending involves greater potential risk than
conventional lending, and because certain of the Company's loans are large
relative to the Company's and the Bank's capital, management expects that the
dollar amount of the Company's nonaccrual and nonperforming loans is likely to
be more volatile than that of its competitors. Accordingly, the Company's
earnings may be measurably affected by periodic changes in the dollar amounts of
nonaccrual and nonperforming loans.
Classified Assets
The table below sets forth information concerning the Company's
classified assets as of the dates indicated. Classified assets include REO,
delinquent loans and performing loans which have been adversely classified
pursuant to OTS regulations and guidelines ("Performing/Classified" loans)
(dollars are in thousands).
JUNE 30 DECEMBER 31
1999 1998
---------- ----------
Real estate owned, net $ 1,133 $ 4,070
Total nonaccrual loans 32,631 47,688
---------- ----------
Gross nonaccrual assets 33,764 51,758
Performing loans classified substandard or lower(1) 17,428 45,397
---------- ----------
Gross classified assets $ 51,192 $ 97,155
========== ==========
Gross classified loans $ 50,059 $ 93,085
========== ==========
Gross loans receivable $1,422,590 $1,343,902
========== ==========
Core capital $ 125,517 $ 108,673
========== ==========
Risk-based capital $ 137,860 $ 119,400
========== ==========
Ratio of classified assets to:
Loans receivable 3.6% 7.2%
========== ==========
Core capital 40.8% 89.4%
========== ==========
Risk-based capital 37.1% 81.4%
========== ==========
- -------------
(1) Includes $0.7 million in loans at June 30, 1999, of which all were
past due for maturity but current with respect to interest.
Includes $18.1 million in loans at December 31, 1998, of which
$13.1 million were past due for maturity but current with respect
to interest and, if applicable, principal payments; all $18.1
million of loans were renewed, paid current, or paid off during the
first quarter of 1999.
22
23
The table below sets forth information concerning the Company's gross
classified loans, by category, as of June 30, 1999 (dollars are in thousands).
DELINQUENT LOANS OTHER
---------------------- NONACCRUAL PERFORMING
90+ DAYS 30-89 DAYS LOANS(1) LOANS TOTAL
------- ---------- ------- ------- -------
Single family $11,826 $13,392 $ 2,500 $ 5,630 $33,348
Income property
Multi-family 225 -- -- -- 225
Commercial -- -- -- -- --
Development -- -- -- 5,685 5,685
Land -- 2,417 -- -- 2,417
Single family construction
Single residence -- 1,971 -- -- 1,971
Tract -- -- 5,463 5,463
Other -- 950 -- -- 950
------- ------- ------- ------- -------
TOTAL $12,051 $18,730 $ 2,500 $16,778 $50,059
======= ======= ======= ======= =======
- ---------
(1) Loans which have been restructured and are paying as agreed.
ALLOWANCE FOR ESTIMATED LOSSES
Management establishes specific allowances for estimated losses on
individual loans and REO when it has determined that recovery of the Company's
gross investment is not probable and when the amount of loss can be reasonably
determined. In making this determination, management considers (1) the status of
the asset, (2) the probable future status of the asset, (3) the value of the
asset or underlying collateral and (4) management's intent with respect to the
asset. In quantifying the loss, if any, associated with individual loans and
REO, management utilizes external sources of information (i.e., appraisals,
price opinions from real estate professionals, comparable sales data and
internal estimates). In establishing specific allowances, management estimates
the revenues expected to be generated from disposal of the Company's collateral
or owned property, less construction and renovation costs (if any), holding
costs and transaction costs. For tract construction and land development, the
resulting projected cash flows are discounted utilizing a market rate of return
to determine their value.
The Company maintains an allowance for estimated credit losses which is
not tied to individual loans or properties ("General Reserves"). General
Reserves are maintained for each of the Company's principal loan segments, and
supplemented by periodic additions through provisions for estimated credit
losses. In measuring the adequacy of the Company's General Reserves, management
considers (1) the Company's historical loss experience for each loan portfolio
segment and in total, (2) the historical migration of loans within each
portfolio segment and in total (i.e., from performing to nonperforming, from
nonperforming to REO), (3) observable trends in the performance of each loan
portfolio segment, (4) observable trends in the region's economy and in its real
property markets and (5) guidelines published by the OTS for maintaining General
Reserves.
Because a significant majority of the Company's loans have been
originated since 1994, a period during which the Southern California region has
experienced substantial and sustained economic growth, and property values have
risen sharply, the Company's loan portfolio lacks substantial seasoning and the
Company has little historical experience to aid management in measuring the
impact of a pronounced and sustained economic downturn on the performance of the
Company's loan portfolio. For these reasons, and because of the generally higher
risk profile and individual size of many of the Company's loans, in each
instance when compared with conventional home lenders, management has determined
to increase the level of General Reserves during 1999, to an amount which
represents 1.50% of net loans by the end of 1999.
23
24
The table below sets forth the general and specific allowance for
estimated credit losses for the Company's loan portfolio as of June 30, 1999
(dollars are in thousands).
LOANS
-------------------------
PERFORMING DELINQUENT TOTAL
---------- ---------- --------
Specific reserves $ 767 $ 563 $ 1,330
General reserves 17,309 1,684 18,993
------- ------- -------
TOTAL $18,076 $ 2,247 $20,323
======= ======= =======
PERCENTAGES
% of total reserves to gross loans 1.33% 7.30% 1.40%
% of general reserves to net loans 1.20% 5.60% 1.30%
The table below summarizes the activity of the Company's allowance for
estimated credit losses for the periods indicated (dollars are in thousands).
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
------------------------------- -------------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
LOANS
Average loans outstanding $ 1,392,736 $ 1,024,202 $ 1,373,666 $ 958,131
=========== =========== =========== ===========
Total allowance for estimated credit
losses at beginning of period $ 19,958 $ 14,092 $ 17,111 $ 13,274
Provision for estimated credit losses 2,500 1,750 5,500 3,235
Charge-offs
Single family (1) (1,623) (268) (1,776) (735)
Income property
Multi-family -- (1,033) -- (1,033)
Commercial (512) -- (512) (200)
----------- ----------- ----------- -----------
Total charge-offs (2,135) (1,301) (2,288) (1,968)
----------- ----------- ----------- -----------
TOTAL ALLOWANCE FOR ESTIMATED CREDIT
LOSSES AT END OF PERIOD $ 20,323 $ 14,541 $ 20,323 $ 14,541
=========== =========== =========== ===========
Ratio of charge-offs to average loans
outstanding during the period 0.15% 0.13% 0.17% 0.21%
REAL ESTATE OWNED
Total allowance for estimated losses
at beginning of period $ 90 $ 862 $ 45 $ 2,563
Provision for estimated losses 35 -- 80 15
Charge-offs (87) (850) (87) (2,566)
----------- ----------- ----------- -----------
Total allowance for estimated losses
at end of period $ 38 $ 12 $ 38 $ 12
=========== =========== =========== ===========
- ----------
(1) In April 1999, the Bank sold a note secured by one jumbo single family
residential property which resulted in a charge-off of $1.5 million.
24
25
Because the Company's loan portfolio is not homogeneous, but rather
consists of discreet segments with different collateral and borrower risk
characteristics, management separately measures reserve adequacy, and maintains
an allowance for estimated credit losses, for each identifiable segment of the
Company's loan portfolio. The table below summarizes the allocation of the
Company's allowance for estimated credit losses for each principal loan
portfolio segment (dollars are in thousands).
JUNE 30, 1999 DECEMBER 31, 1998
----------------------------- ------------------------------
PERCENT OF PERCENT OF
RESERVES TO RESERVES TO
TOTAL LOANS (1) TOTAL LOANS (1)
BALANCE BY CATEGORY BALANCE BY CATEGORY
------- ----------- --------- --------------
Single family $ 4,806 0.81% $ 7,836 1.36%
Income Property
Multi-family 920 0.39% 1,063 0.42%
Commercial 2,281 1.09% 4,334 1.95%
Development 2,574 1.96% 354 0.45%
Land 1,074 1.44% 293 0.42%
Single family construction
Single residence 1,726 0.55% 789 0.29%
Tract 1,403 2.38% 1,092 1.27%
Other 5,539 14.36% 1,350 2.90%
------- -------
$20,323 1.23% $17,111 1.07%
======= =======
- ------------
(1) Percent of allowance for estimated credit losses to gross loan
commitments, which include the undisbursed portion of such
commitments.
REAL ESTATE OWNED
Real estate acquired in satisfaction of loans is transferred from loans
to properties at the lower of the carrying values or the estimated fair values,
less any estimated disposal costs. The difference between the fair value of the
real estate collateral and the loan balance at the time of transfer is recorded
as a loan charge-off. Any subsequent declines in the fair value of the
properties after the date of transfer are recorded through the establishment of,
or additions to, specific allowances. Recoveries and losses from the disposition
of properties are also included in NONINTEREST EXPENSES - REAL ESTATE
OPERATIONS.
The table below summarizes the composition of the Company's REO at the
dates indicated (dollars are in thousands).
JUNE 30 DECEMBER 31
1999 1998
-------- -----------
Single family $ 1,171 $ 2,509
Income property
Multi-family -- 213
Commercial -- 1,393
-------
GROSS INVESTMENT(1) 1,171 4,115
Less allowance for estimated losses (38) (45)
------- -------
NET REAL ESTATE OWNED $ 1,133 $ 4,070
======= =======
- ---------
(1) Fair value of collateral at foreclosure, plus post-foreclosure
capitalized costs.
25
26
LIABILITIES
SOURCES OF FUNDS
GENERAL
The Company's principal sources of funds in recent years have been
deposits obtained on a retail basis through its branch offices and, to a lesser
extent, advances from the FHLB. In addition, funds have been obtained from
maturities and repayments of loans and securities, and sales of loans,
securities and other assets, including real estate owned.
DEPOSITS
The table below summarizes the Company's deposit portfolio by original
term, weighted average interest rates ("WAIR") and weighted average remaining
maturities in months ("WARM") as of the dates indicated (dollars are in
thousands).
JUNE 30, 1999 DECEMBER 31, 1998
----------------------------- -------------------------
PRODUCT TYPE BALANCE WAIR WARM BALANCE WAIR WARM
---------------- ---------- ------ ----- -------- ------ -----
Non-interest bearing checking $ 26,535 -- -- $20,275 --
Checking/NOW 37,633 2.11% -- 35,596 2.03% --
Passbook 23,141 1.58% -- 25,723 2.10% --
Money market 185,493 4.37% -- 104,137 4.53% --
Certificates of deposit
7 day maturities 33,344 4.08% -- 36,091 4.08% --
Less than 6 months 20,389 4.87% 2 5,688 4.60% 2
6 months to 1 year 170,041 4.81% 3 207,964 5.25% 3
1 year to 2 years 519,638 5.22% 6 537,815 5.51% 7
Greater than 2 years 37,150 5.25% 16 46,161 5.40% 16
---------- ----------
$1,053,364 4.64% 4 $1,019,450 4.98% 5
========== ==========
FHLB ADVANCES
The Company has a credit line with the FHLB with a maximum advance of
up to 35% of total assets based on qualifying collateral. The FHLB system
functions as a source of credit to savings institutions which are members.
Advances are secured by the Company's mortgage loans and the capital stock of
the FHLB owned by the Company. Subject to the FHLB's advance policies and
requirements, these advances can be requested for any business purpose in which
the Company is authorized to engage. In granting advances, the FHLB considers a
member's creditworthiness and other relevant factors. The table below sets forth
certain information regarding the Company's FHLB advances (dollars are in
thousands).
JUNE 30, 1999 DECEMBER 31, 1998
----------------------------------- --------------------------------
ORIGINAL TERM PRINCIPAL RATE PRINCIPAL RATE
-------------- --------- ------- --------- -----
6 Months $ 20,000 4.87% $ -- --
60 Months 310,000 5.24% 215,000 5.36%
120 Months 49,000 4.36% 49,000 4.36%
-------- --------
$379,000 5.11%(1) $264,000 5.18%(1)
======== ========
- --------------
(1) Weighted average
26
27
The weighted average remaining term of the Company's FHLB advances was 4 years
and 6 months and 5 years and 3 months as of June 30, 1999 and December 31, 1998,
respectively. All of the Company's FHLB advances outstanding at June 30, 1999,
with the exception of one, contain options which allow the FHLB to call the
advances prior to maturity, subject to an initial non-callable period of
one-to-five years from origination.
SENIOR NOTES
On December 31, 1997, the Company completed the issuance of $40.0
million of Senior Notes due 2004. These Senior Notes bear interest payable
semiannually at a rate of 12.5%, and are callable after December 31, 2002.
Interest is required to be paid semiannually at the stated interest rate.
STOCKHOLDERS' EQUITY AND REGULATORY CAPITAL
The Company's capital consists of common stockholders' equity, which at
June 30, 1999 amounted to $88.4 million and which equaled 5.6% of the Company's
total assets.
The following table summarizes the regulatory capital requirements
under the Home Owners' Loan Act ("HOLA") for the Bank as of June 30, 1999. As
indicated in the table, the Bank's capital levels exceed all three of the
currently applicable minimum HOLA capital requirements (dollars are in
thousands).
TANGIBLE CAPITAL CORE CAPITAL RISK-BASED CAPITAL
--------------------------- ---------------------- ---------------------
BALANCE % BALANCE % BALANCE %
----------- ------- ----------- ------- ----------- -----
Stockholders' equity(1) $ 125,517 $ 125,517 $ 125,517
Adjustments
General reserves -- -- 13,994
Other(2) -- -- (1,651)
----------- ---- ----------- ----- ---------- -----
Regulatory capital 125,517 8.01% 125,517 8.01% 137,860 12.39%
Required minimum 23,511 1.50 62,697 4.00 89,029 8.00
----------- ---- ----------- ----- ---------- -----
Excess capital $ 102,006 6.51% $ 62,820 4.01% $ 48,831 4.39%
=========== ==== =========== ==== ========== ====
Adjusted assets(3) $ 1,567,430 $ 1,567,430 $1,112,863
=========== =========== ==========
- ----------------
(1) Reflects capital contributions totaling $7.5 million from the
parent company made during 1999.
(2) Includes the portion of non-residential construction loans which
exceed a loan-to-value of 80%.
(3) The term "adjusted assets" refers to the term "adjusted total
assets", as defined in 12 C.F.R. Section 567.1(a), for purposes
of tangible and core capital requirements, and for purposes of
risk-based capital requirements, refers to the term
"risk-weighted assets", as defined in 12 C.F.R. Section
567.1(d).
27
28
As of June 30, 1999 and December 31, 1998, the most recent notification
from the OTS categorized the Bank as "well capitalized" under the regulatory
framework for prompt corrective action. There are no conditions or events since
that notification that management believes have changed the Bank's category. The
Bank's actual capital amounts and ratios and the capital amounts and ratios
required in order for an institution to be "well capitalized" and "adequately"
capitalized are presented in the table below (dollars are in thousands).
TO BE CATEGORIZED AS TO BE CATEGORIZED AS
ADEQUATELY CAPITALIZED WELL CAPITALIZED
UNDER PROMPT CORRECTIVE UNDER PROMPT CORRECTIVE
ACTUAL ACTION PROVISIONS ACTION PROVISIONS
-------------------------- ------------------------ --------------------------
AMOUNT RATIOS AMOUNT RATIOS AMOUNT RATIOS
-------- ------- -------- -------- -------- --------
AS OF JUNE 30, 1999
Total Capital
(to Risk Weighted Assets) $137,860 12.39% $ 89,029 8.00% $111,286 10.00%
Core Capital
(to Adjusted Tangible Assets) 125,517 8.01% 62,697 4.00% 78,372 5.00%
Tangible Capital
(to Adjusted Tangible Assets) 125,517 8.01% 23,511 1.50% N/A N/A
Tier 1 Capital
(to Risk Weighted Assets) 125,517 11.28% N/A N/A 66,772 6.00%
AS OF DECEMBER 31, 1998
Total Capital
(to Risk Weighted Assets) $119,400 11.10% $ 86,090 8.00% $107,612 10.00%
Core Capital
(to Adjusted Tangible Assets) 108,673 7.65% 56,804 4.00% 71,005 5.00%
Tangible Capital
(to Adjusted Tangible Assets) 108,673 7.65% 21,302 1.50% N/A N/A
Tier 1 Capital
(to Risk Weighted Assets) 108,673 10.10% N/A N/A 64,567 6.00%
The OTS has authority, after an opportunity for a hearing, to downgrade
an institution from "well capitalized" to "adequately capitalized" or to subject
an "adequately capitalized" or "undercapitalized" institution to the supervisory
actions applicable to the next lower category, if the OTS deems such action to
be appropriate as a result of supervisory concerns.
CAPITAL RESOURCES AND LIQUIDITY
Hawthorne Financial Corporation maintained cash and cash equivalents of
$1.0 million at June 30, 1999. Hawthorne Financial Corporation has no other
significant assets beyond its investment in the Bank. As discussed elsewhere in
this report, the Company paid its June 1999 semiannual interest payment on its
Senior Notes from its current liquidity. The Company will be dependent upon the
Bank for dividends in order to make future semiannual interest payments. The
ability of the Bank to provide dividends to Hawthorne Financial Corporation is
governed by applicable regulations of the OTS. Based upon these regulations, the
Bank's supervisory rating, and the Bank's current and projected earnings rate,
management fully expects the Bank to maintain the ability to provide dividends
to Hawthorne Financial Corporation, as necessary, for the payment of interest on
the Company's Senior Notes.
The Company's liquidity position refers to the extent to which the
Company's funding sources are sufficient to meet its current and long-term cash
requirements. Federal regulations currently require a savings association to
maintain a monthly average daily balance of liquid assets (including cash,
certain time deposits, bankers' acceptances, and specified United States
Government, state or federal agency obligations) equal to 4.0% of the average
daily balance of its net withdrawable accounts and short-term borrowings during
the preceding calendar quarter. This liquidity requirement may be changed from
time to time by the OTS to any amount within the range of 4.00% to 10.00% of
such accounts and borrowings depending upon economic conditions and the deposit
flows of member associations. Monetary penalties may be imposed for failure to
meet this liquidity ratio requirement. The Company's liquidity for the
calculation period ended June 30, 1999 was 10.22%, which exceeded the applicable
minimum requirements.
28
29
The Company's current primary funding resources are deposits, principal
payments on loans, FHLB advances and cash flows from operations. Other possible
sources of liquidity available to the Company include whole loan sales,
commercial bank lines of credit, and direct access, under certain conditions, to
borrowings from the Federal Reserve System. The cash needs of the Company are
principally for the payment of interest on, and withdrawals of, deposit
accounts, the funding of loans and operating costs and expenses.
YEAR 2000 COMPLIANCE
The following constitutes a "Year 2000 Readiness" disclosure under the
Year 2000 Information and Readiness Disclosure Act.
The Year 2000 issue arises because many existing computer programs use
only two digits to identify a year in the date field. These programs were
designed and developed without considering the impact of the upcoming change in
the century. If a bank does not resolve problems related to the Year 2000 issue,
computer systems may incorrectly compute payment, interest or delinquency
information. In addition, because payment and other important data systems are
linked by computer, if the banks or other third parties with which the Company
conducts ongoing operations do not resolve this potential problem in time, the
Company may experience significant data processing delays, mistakes, or
failures. These delays, mistakes or failures may have a significant adverse
impact on the financial condition, results of operations, and cash flows of the
Company.
The Company has adopted and implemented a plan to address the Year 2000
issue. The plan includes the assessment of all internal systems, programs and
data processing applications with respect to the Company, as well as, those
provided to the Company by third party vendors. In 1998, the Company completed
the process of converting from an outsourced, host-based system to an in-house
client-server computer system. The Company no longer relies on any third party
provider for loan or deposit accounting. The Company has completed its own Year
2000 testing by creating a database that rolled forward systematically until the
in-house computer systems processed data into what they believed was early 2000.
In addition, the Company has identified the following worst case scenarios that
could occur as a result of the calendar date change: (1) loss of electrical
power, (2) loss of communication systems, (3) loss of water, (4) failure of a
security system, (5) failure of a critical third party system, (6) failure of an
operating system, (7) failure of a critical third party electronic data
interface, (8) equipment failure, and (9) large deposit account withdrawals or
advances on existing lines of credit. The Company has developed contingency
plans that provide for alternative methods of conducting business for critical
functions in the event one or more of these circumstances occurs. These plans
will be refined throughout 1999.
The Company has conducted an extensive review of all of its critical
third party software service providers' Year 2000 compliance efforts. In the
process, the Company identified five critical core data systems that are third
party supported or developed. All of these providers have asserted that their
systems are compliant.
The Company has also identified twenty-one critical service providers
(non-data service related) of which eleven have asserted that they are Year 2000
compliant. The Company set a date of July 1999 by which the remaining ten were
required to commit to compliance. The Company is in the process of reviewing
their compliance and may proceed under contingency plans for those not in
compliance or who have not committed to a date of compliance. While the Company
has received assurances from providers as to compliance, such assurances are not
guarantees and may not be enforceable.
The Company's loan portfolio consists almost entirely of real estate
secured loans. While the financial condition of any borrower is susceptible to
Year 2000 problems, the Company believes that its credit risk relating to Year
2000 issues is greater with commercial mortgage loans where the borrowers have
an ongoing business. In September 1998, the Company began reviewing all of its
commercial mortgage loans maturing after December 31, 1999 to identify those
borrowers having ongoing business operations as property securing the Company's
loans. As a result of this review, as of June 30, 1999, the Company had
identified seven borrowers with aggregate outstanding loans of approximately
$36.6 million maturing after December 31, 1999, which would fit into this higher
risk profile. The Company performs quarterly evaluations on these borrowers to
monitor their compliance status. If the borrowers are non-compliant, the Company
will have difficulty in assessing whether such non-compliance will adversely
affect the borrowers' ability to service the loans. Further, the financial
condition of these borrowers (and all borrowers) may be adversely affected if
their major customers or providers of critical goods and services (including
telephone, gas, water, and electricity) are not Year 2000 compliant.
29
30
The Company installed Year 2000 compliant software and hardware as part
of the conversion completed in 1998. The expense incurred and to be incurred by
the Company to ensure Year 2000 compliance is substantially integrated and was
included with the expense associated with the planned conversion of its
computer-based systems. The Company does not anticipate any material additional
expenses in 1999 related to Year 2000 software or hardware. Year 2000 testing
occurs on a continual basis upon receipt of all new releases of Year 2000
compliant software and hardware.
We anticipate incurring approximately $3.8 million in costs related to
our data processing conversion and the implementation of our Year 2000 plan.
Approximately $1.2 million and $0.4 million of these costs were expensed during
1998 and 1999, respectively. We expect to capitalize $2.1 million of these costs
over a three-year period and expense the remaining $0.1 million of these costs
during 1999.
INTEREST RATE RISK MANAGEMENT
The objective of interest rate risk management is to stabilize the
Company's net interest income ("NII") while limiting the change in its Net
Portfolio Value ("NPV") from interest rate fluctuations. The Company seeks to
achieve this objective by matching its interest sensitive assets and
liabilities, and maintaining the maturity and repricing of these assets and
liabilities at appropriate levels given the interest rate environment. When the
amount of rate-sensitive liabilities exceeds rate-sensitive assets within
specified periods, the NII generally will be negatively impacted by increasing
interest rates and positively impacted by decreasing interest rates during such
periods. Conversely, when the amount of rate-sensitive assets exceeds the amount
of rate-sensitive liabilities within specified periods, net interest income
generally will be positively impacted by increasing interest rates and
negatively impacted by decreasing interest rates during such periods. The speed
and velocity of the repricing of assets and liabilities will also contribute to
the effects on NII.
The Company utilizes two methods for measuring interest rate risk,
namely, gap analysis and interest rate simulations. Gap analysis focuses on
measuring absolute dollar amounts subject to repricing within certain periods of
time, particularly the one-year maturity horizon.
Interest rate simulations provide the Company with an estimate of both
the dollar amount and percentage change in NII under various interest rate
scenarios. All assets and liabilities are subjected to tests of up to 300 basis
points in increases and decreases in interest rates. Under each interest rate
scenario, the Company projects its net interest income and the NPV of its
current balance sheet. From these results, the Company can then develop
alternatives to dealing with the tolerance thresholds.
The Company's interest rate risk strategy emphasizes the management of
asset and liability balances within repricing categories in order to limit the
Bank's exposure to earnings variations as well as variations in the value of
assets and liabilities due to changes in interest rates over time. The Company
does not currently utilize off balance sheet hedging instruments in order to
hedge its interest rate exposure. Instead, the Company utilizes interest rate
floors, penalties, prepayment and exit fees on its new loans to mitigate the
risk of interest margin compression. Additionally, the Company hedges such
exposure internally by extending the duration of interest-bearing liabilities
through the use of FHLB advances, to better match the repricing sensitivity of
the interest-earning assets.
30
31
The following table sets forth information concerning sensitivity of
the Company's interest-earning assets and interest-bearing liabilities as of
June 30, 1999. The amounts of assets and liabilities shown within a particular
period were determined in accordance with the contractual maturities of the
assets and liabilities, except that adjustable-rate loans are included in the
period in which they are first scheduled to adjust and not in the period in
which they mature. Such assets and liabilities are classified by the earlier of
maturity or repricing date (dollars are in thousands).
JUNE 30, 1999
----------------------------------------------------------------------------------------
OVER THREE OVER SIX OVER ONE
THREE THROUGH THROUGH YEAR OVER
MONTHS SIX TWELVE THROUGH FIVE
OR LESS MONTHS MONTHS FIVE YEARS YEARS TOTAL
----------- ----------- ----------- ----------- ----------- -----------
INTEREST-EARNING ASSETS
Cash and cash equivalents(1) $ 304 $ -- $ -- $ -- $ -- $ 304
Investments and FHLB Stock 19,180 -- -- -- -- 19,180
Loans (2) 651,036 274,419 317,860 62,949 119,870 1,426,134
----------- ----------- ----------- ----------- ----------- -----------
TOTAL INTEREST-EARNING ASSETS $ 670,520 $ 274,419 $ 317,860 $ 62,949 $ 119,870 $ 1,445,618
=========== =========== =========== =========== =========== ===========
INTEREST-BEARING LIABILITIES
Deposits
Transaction accounts $ 272,802 $ -- $ -- $ -- $ -- $ 272,802
Certificates of deposit 281,572 200,016 251,820 47,154 -- 780,562
FHLB advances 20,000 -- -- 310,000 49,000 379,000
Senior notes -- -- -- -- 40,000 40,000
----------- ----------- ----------- ----------- ----------- -----------
TOTAL INTEREST-BEARING LIABILITIES $ 574,374 $ 200,016 $ 251,820 $ 357,154 $ 89,000 $ 1,472,364
=========== =========== =========== =========== =========== ===========
Interest rate sensitivity gap $ 96,146 $ 74,403 $ 66,040 $ (294,205) $ 30,870 $ (26,746)
Cumulative interest rate
sensitivity gap 96,146 170,549 236,589 (57,616) (26,746) (26,746)
Cumulative interest rate
sensitivity gap as a percentage
of total interest earning assets 6.7% 11.8% 16.4% (4.0)% (1.9)% (1.9)%
- -----------------
(1) Excludes noninterest earning cash balances.
(2) Loans include $32.6 million of nonaccrual loans, and are
exclusive of loan loss reserves.
31
32
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Bank seeks to control its interest rate risk exposure in a manner
that will allow for adequate levels of earnings and capital over a range of
possible interest rate environments. The Bank has adopted formal policies and
practices to monitor and manage interest rate risk exposure. As part of this
effort, the Bank uses a Net Portfolio Value analysis (NPV), which in essence
"marks-to-market" the balance sheet under various interest rate scenarios to
determine how the Bank's NPV changes in response to changes in interest rates.
Net Portfolio Value is calculated as the discounted present value of
the difference between incoming cash flows on interest-earning assets and other
assets and outgoing cash flows on interest-bearing liabilities and other
liabilities. The application of the methodology attempts to quantify interest
rate risk as the change in the NPV which would result from changes in market
interest rates in theoretical increments of 100 basis points, up to 300 basis
points in either direction.
Presented below, as of June 30, 1999, is an analysis of the Bank's
interest rate risk as measured by changes in NPV for instantaneous and sustained
parallel shifts of 100, 200 and 300 basis points in market interest rates, in
either direction. These results reflect that the Bank has "minimal interest rate
risk exposure" based on the OTS guidelines. (dollars are in thousands).
NET PORTFOLIO VALUE
-----------------------------------
CHANGE $ CHANGE FROM NPV % CHANGE FROM
IN RATES $ AMOUNT BASECASE RATIO BASECASE
- ----------------- ------------ -------------- -------------- -------------
+300 bp $ 181,753 12,101 11.37% 0.79%
+200 bp 179,891 10,239 11.23% 0.65%
+100 bp 174,508 4,857 10.89% 0.31%
basecase 169,652 - 10.58% -
-100 bp 167,673 (1,978) 10.40% -0.18%
-200 bp 162,059 (7,593) 9.97% -0.60%
-300 bp 158,868 (10,784) 9.69% -0.89%
32
33
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Bank is a defendant in an action entitled Takaki vs.
Hawthorne Savings and Loan Association, filed in the Superior Court of
the State of California, Los Angeles. The plaintiffs were owners of real
property which they sold in early 1992 to a third party. The Bank
provided escrow services in connection with the transaction. A
substantial portion of the consideration paid to the plaintiffs took the
form of a deed of trust secured by another property then owned by an
affiliate of the purchaser. The value of the collateral securing this
deed of trust ultimately proved to be inadequate. The plaintiffs alleged
that the Bank knew, or should have known, that the security that the
plaintiffs received as sellers was inadequate and should have so advised
them. In June 1997, a jury found for the plaintiffs and awarded
compensatory and punitive damages totaling $9.1 million. In July 1997,
the trial judge reduced the combined award to $3.3 million. The Bank
filed an appeal and in July, 1998, the Appellate Court remanded the case
to the Superior Court with directions to dismiss the fraudulent
concealment, misrepresentation and punitive damages claims and to
conduct a new trial pertaining solely to damages arising from
negligence, in particular to determine whether any negligence of the
Bank contributed to the plaintiffs' injury and, if so, to apportion
liability for negligence between the Bank and the plaintiffs. On March
30, 1999, the jury returned a verdict in favor of the plaintiffs in the
amount of $2.6 million. In May 1999, the Bank filed a notice of appeal
from the judgment and posted an Appeal Bond with the court to stay
plaintiffs' enforcement of the judgment pending the Appellate Court's
decision. The Bank believes that there is a reasonable likelihood that
its position will ultimately be upheld on appeal and accordingly, that
no amounts having a materially adverse effect on the Bank's or the
Company's financial conditions or operations will be paid by the Bank
to the plaintiffs in this manner. There can be no assurances that this
will be the case however.
The Bank is a defendant in an action entitled Mells v.
Hawthorne, filed in the Superior Court of the State of California, San
Diego. Plaintiffs alleged that the Bank concealed and misrepresented the
severity of defects in a house that the Bank sold to them. On June 30,
1999, judgment was entered on behalf of the plaintiffs for $620,000. In
July, the Court granted plaintiffs' motion for attorney's fees and costs
in the amount of $260,675. The Bank has filed a motion for a new trial
and for a judgment notwithstanding the verdict. The Bank intends to
vigorously pursue its position and believes that there is a substantial
likelihood that the amount of the judgment will be reduced and,
accordingly, that no amounts having a material adverse effect on the
Bank's or the Company's financial condition or operations will be paid
by the Bank to the plaintiffs in this matter. However, there can be no
assurances that this will be the case.
The Company is involved in a variety of other litigation
matters. In the opinion of management, none of these cases will have a
materially adverse effect on the Bank's or the Company's financial
condition or results of operations.
ITEM 2. CHANGES IN SECURITIES - None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders of the Company was held on
May 19, 1999. At the Annual Meeting the following seven nominees were
elected until the 2000 Annual Meeting of Stockholders and their
successors have been duly elected and qualified as directors.
NUMBER OF SHARES
----------------------
DIRECTOR FOR WITHHELD
-------- --------- --------
Marilyn Garton Amato 4,902,231 51,961
Scott A. Braly 4,893,407 60,785
Timothy R. Chrisman 4,906,493 47,699
Anthony W. Liberati 4,906,331 47,861
Harry F. Radcliffe 4,904,893 49,299
Howard E. Ritt 4,934,401 19,791
Douglas J. Wallis 4,907,381 46,811
ITEM 5. OTHER INFORMATION - None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
1. Reports on Form 8-K
No current reports on Form 8-K were filed for the three months ended
June 30, 1999
2. Other required exhibits - Exhibit 27.1 - Financial Data Schedule
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.
HAWTHORNE FINANCIAL CORPORATION
Dated August 13, 1999 /s/ SCOTT A. BRALY
--------------------------------------
Scott A. Braly
President and
Chief Executive Officer
Dated August 13, 1999 /s/ SIMONE LAGOMARSINO
--------------------------------------
Simone Lagomarsino
Executive Vice President and
Chief Financial Officer
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