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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
OR
|_| 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 0-28292
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BANK PLUS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-4571410
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
4565 COLORADO BOULEVARD 90039
LOS ANGELES, CALIFORNIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (818) 549-3116
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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 __
As of April 30, 2000, Registrant had outstanding 19,441,866 shares of
Common Stock, par value $.01 per share.
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BANK PLUS CORPORATION
TABLE OF CONTENTS
PAGE
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Financial Condition as of March 31, 2000 and
December 31, 1999..................................................................... 1
Consolidated Statements of Operations for the quarters March 31, 2000 and 1999........... 2
Consolidated Statements of Comprehensive Income for the quarters ended
March 31, 2000 and 1999............................................................... 3
Consolidated Statements of Cash Flows for the quarters ended March 31, 2000 and 1999..... 4
Notes to Consolidated Financial Statements............................................... 5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................................ 7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................................................ 28
Item 4. Submission of Matters to a Vote of Security Holders...................................... 33
Item 6. Exhibits and Reports on Form 8-K......................................................... 33
a. Exhibits........................................................................... 33
b. Reports on Form 8-K................................................................ 34
i
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BANK PLUS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
MARCH 31, DECEMBER 31,
2000 1999
-------------- --------------
ASSETS:
Cash and cash equivalents...................................................... $ 156,806 $ 89,541
Mortgage-backed securities ("MBS") available for sale, at fair value........... 285,404 320,233
Loans held for sale, net of allowance for estimated loan losses and
fair value adjustment of $50,102 at March 31, 2000........................... 33,791 -
Loans receivable, net of allowances for estimated loan losses of $33,258
and $60,278 at March 31, 2000 and December 31, 1999, respectively............ 1,794,178 2,169,381
Investment in Federal Home Loan Bank ("FHLB") stock............................ 31,572 31,142
Premises and equipment......................................................... 32,572 33,441
Other assets................................................................... 39,465 39,714
-------------- --------------
Total Assets................................................................. $ 2,373,788 $ 2,683,452
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY:
Liabilities:
Deposits..................................................................... $ 2,213,212 $ 2,501,246
FHLB advances................................................................ 6,000 20,000
Senior notes................................................................. 51,478 51,478
Other liabilities............................................................ 25,482 14,280
-------------- --------------
Total Liabilities......................................................... 2,296,172 2,587,004
-------------- --------------
Commitments and contingencies
Minority interest.............................................................. 272 272
Stockholders' equity:
Common stock:
Common stock, par value $.01 per share; 78,500,000 shares
authorized; 19,470,400 and 19,463,343 shares outstanding
at March 31, 2000 and December 31, 1999, respectively................... 195 195
Paid-in capital.............................................................. 275,305 275,285
Accumulated other comprehensive loss......................................... (8,935) (9,272)
Accumulated deficit.......................................................... (189,221) (170,032)
-------------- --------------
Total Stockholders' Equity................................................ 77,344 96,176
-------------- --------------
Total Liabilities and Stockholders' Equity........................................ $ 2,373,788 $ 2,683,452
============== ==============
See notes to consolidated financial statements.
1
BANK PLUS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
QUARTER ENDED MARCH 31,
------------------------------
2000 1999
-------------- --------------
INTEREST INCOME:
Loans...................................................................... $ 45,051 $ 57,960
MBS........................................................................ 5,218 5,772
Investment securities and other............................................ 2,054 4,671
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Total interest income.................................................... 52,323 68,403
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INTEREST EXPENSE:
Deposits................................................................... 27,279 31,123
FHLB advances.............................................................. 180 8,245
Other borrowings........................................................... 1,572 1,576
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Total interest expense................................................... 29,031 40,944
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Net interest income........................................................... 23,292 27,459
Provision for estimated loan losses........................................... 8,000 13,000
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Net interest income after provision for estimated loan losses................. 15,292 14,459
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NONINTEREST INCOME (EXPENSE):
Loan fee income............................................................ 815 729
Credit card fees........................................................... 3,608 10,337
Fee income from the sale of uninsured investment products.................. 2,006 1,555
Fee income from deposits and other fee income.............................. 922 870
Gain on sale of branches, net.............................................. 19,577 --
Loans held for sale valuation adjustment................................... (32,400) --
Other income............................................................... -- 1,316
Real estate operations, net................................................ (131) (430)
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Total noninterest income................................................. (5,603) 14,377
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OPERATING EXPENSE:
Personnel and benefits..................................................... 11,847 10,907
Occupancy.................................................................. 4,143 3,661
Federal Deposit Insurance Corporation ("FDIC") insurance................... 1,598 2,255
Professional services...................................................... 3,924 3,537
Credit card data processing................................................ 1,097 3,955
Office-related expenses.................................................... 1,412 1,352
Other...................................................................... 4,851 1,165
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Total operating expense.................................................. 28,872 26,832
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(Loss) earnings before income taxes and minority interest in subsidiary....... (19,183) 2,004
Income tax expense............................................................ -- --
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(Loss) earnings before minority interest in subsidiary........................ (19,183) 2,004
Minority interest in subsidiary............................................... 7 7
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(Loss) earnings available for common stockholders............................. $ (19,190) $ 1,997
============== ==============
(LOSS) EARNINGS PER SHARE ("EPS")
Basic...................................................................... $ (0.99) $ 0.10
============== ==============
Diluted.................................................................... $ (0.99) $ 0.10
============== ==============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic...................................................................... 19,470,400 19,455,887
============== ==============
Diluted.................................................................... 19,470,400 19,698,549
============== ==============
See notes to consolidated financial statements.
2
BANK PLUS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(DOLLARS IN THOUSANDS)
QUARTER ENDED MARCH 31,
------------------------------
2000 1999
-------------- --------------
(Loss) earnings available for common stockholders...................... $ (19,190) $ 1,997
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Other comprehensive earnings:
Investment and MBS AFS:
Unrealized holding gains arising during the period, net........... 337 556
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Other comprehensive earnings........................................ 337 556
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Comprehensive (loss) earnings.......................................... $ (18,853) $ 2,553
============== ==============
See notes to consolidated financial statements.
3
BANK PLUS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
QUARTER ENDED MARCH 31,
--------------------------------
2000 1999
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) earnings................................................. $ (19,190) $ 1,997
Adjustments to reconcile net (loss) earnings to net
cash provided by operating activities:
Provisions for estimated loan and real estate losses........... 8,011 13,014
Writedown of credit card loans................................. 32,400 --
Net gain on sale of loans and securities....................... (1) (2)
FHLB stock dividends........................................... (433) (807)
Depreciation and amortization.................................. 1,999 2,042
Accretion of premiums, net deferred loan fees and credit
card fees and amortization of discounts...................... (1,306) (6,384)
Interest receivable increase........................................ 1,155 1,630
Other assets (increase) decrease.................................... (2,133) 3,328
Interest payable increase (decrease)................................ 126 (1,659)
Other liabilities increase (decrease)............................... 11,212 (1,533)
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Net cash provided by operating activities......................... 31,840 11,626
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CASH FLOWS FROM INVESTING ACTIVITIES:
Maturities of investment securities AFS............................. -- 28,831
Principal repayments of MBS AFS..................................... 34,809 125,325
Loans receivable, net decrease...................................... 302,017 70,916
Proceeds from sales of real estate.................................. 1,283 4,967
Purchases of premises and equipment................................. (650) (537)
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Net cash provided by investing activities......................... 337,459 229,502
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CASH FLOWS FROM FINANCING ACTIVITIES:
Demand deposits and passbook savings, net decrease.................. (60,880) (271)
Certificate accounts, net decrease.................................. (227,154) (162,262)
Proceeds from FHLB advances......................................... 6,000 --
Repayments of FHLB advances......................................... (20,000) --
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Net cash used in financing activities............................. (302,034) (162,533)
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Net increase in cash and cash equivalents.............................. 67,265 78,595
Cash and cash equivalents at beginning of period....................... 89,541 380,507
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Cash and cash equivalents at end of period............................. $ 156,806 $ 459,102
============== ==============
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid on deposits, advances and other borrowings............ $ (28,523) $ (42,236)
Income tax refunds (payments)....................................... 24 (155)
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Real estate acquired through foreclosure............................ 543 5,015
Stock awards and restricted stock issued............................ 20 --
See notes to consolidated financial statements.
4
BANK PLUS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2000
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Bank Plus
Corporation ("Bank Plus") and subsidiaries. Bank Plus is the holding company for
Fidelity Federal Bank, A Federal Savings Bank, and its subsidiaries (the "Bank"
or "Fidelity") and Gateway Investment Services, Inc. ("Gateway") a National
Association of Securities Dealers, Inc. ("NASD") registered broker/dealer
(collectively, the "Company"). The Company offers a broad range of consumer
financial services, including demand and term deposits, uninsured investment
products, including mutual funds and annuities and loans. Fidelity operates
through 31 full-service branches, 30 of which are located in Southern
California, principally in Los Angeles and Orange counties, and one of which is
located in Bloomington, Minnesota. Two of the 31 branches, including the
Bloomington, Minnesota branch, are subject to contracts of sale.
In the opinion of the Company, the accompanying unaudited consolidated
financial statements, prepared from the Company's books and records, contain all
adjustments (consisting of only normal recurring accruals) necessary for a fair
presentation of the Company's financial condition as of March 31, 2000 and
December 31, 1999, and the results of operations, statements of comprehensive
income and statements of cash flows for the three months ended March 31, 2000
and 1999. All significant intercompany transactions and balances have been
eliminated. Certain reclassifications have been made to prior years'
consolidated financial statements to conform to the 2000 presentation.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and include all
information and footnotes required for interim financial statement presentation.
The financial information provided herein, including the information under the
heading Item 2. "Management's Discussion and Analysis of Financial Condition and
Results of Operations" ("MD&A"), is written with the presumption that the users
of the interim financial statements have read, or have access to, the most
recent Annual Report on Form 10-K which contains the latest available audited
consolidated financial statements and notes thereto, as of December 31, 1999,
together with the MD&A as of such date.
The preparation of financial statements in conformity with generally
accepted accounting principles ("GAAP") requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
5
BANK PLUS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2000
2. EARNINGS PER SHARE
The reconciliation of the numerators and denominators used in basic and
diluted (loss) earnings per share ("EPS") follows for the periods indicated:
QUARTER ENDED MARCH 31,
-----------------------------
2000 1999
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(DOLLARS IN THOUSANDS,
EXCEPT PER SHARE AMOUNTS)
(Loss) earnings available for common stockholders.......................$ (19,190) $ 1,997
============= =============
Weighted average common shares outstanding:
Basic............................................................... 19,470,400 19,455,887
Effect of dilutive securities - stock options....................... -- 225,564
Effect of dilutive securities - deferred stock awards............... -- 17,098
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Diluted............................................................. 19,470,400 19,698,549
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(Loss) earnings per share:
Basic...............................................................$ (0.99) $ 0.10
Effect of dilutive securities - stock options....................... -- --
Effect of dilutive securities - deferred stock awards............... -- --
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Diluted.............................................................$ (0.99) $ 0.10
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3. RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities", as amended by SFAS No. 137.
"Accounting for Derivative instruments and Hedging Activities -- Deferred at the
Effective Date of SFAS Statement No. 133", effective for financial statements
for periods beginning after December 15, 2000. This statement establishes
accounting and reporting standards for derivative instruments and for hedging
activities. It requires the Company to recognize all derivatives as either
assets or liabilities in the statement of financial position and measure those
instruments at fair value. This statement allows derivatives to be designated as
hedges only if certain criteria are met, with the resulting gain or loss on the
derivative either charged to income or reported as a part of other comprehensive
income. At this time, the Company has not determined whether the adoption of
SFAS No. 133 will have a material impact on its operations and financial
position.
On March 31, 1999, the FASB issued an Exposure Draft, ACCOUNTING FOR
CERTAIN TRANSACTIONS INVOLVING STOCK COMPENSATION, which is expected to result
in a FASB Interpretation of certain practices issues related to the application
of Accounting Principles Board Opinion No. 25, ACCOUNTING FOR STOCK ISSUED TO
EMPLOYEES. The FASB plans to issue a final Interpretation in the first quarter
of 2000. Among other things the Exposure Draft addressed the accounting for
changes to the exercise price or the number of shares to be issued under a stock
option grant that originally qualified as a fixed award. The FASB concluded if
the terms of a stock option, which was originally accounted for as a fixed
award, are modified during the option term to change the exercise price or the
number of shares to be issued, that option shall be accounted for as a variable
award, thereby, requiring the measurement of compensation cost from the date of
modification to the date of exercise. With the exceptions identified below, the
final Interpretation is expected to be effective on and after July 1, 2000, and
the effects of applying the Interpretation shall be recognized on a prospective
basis. With respect to the guidance regarding direct and indirect repricings and
new grants or awards for purposes of determining whether the grantee meets the
definition of an employee under Opinion No. 25 the effective date will be
December 15, 1998, however the effects of application can only be recognized
after June 30, 2000. Because the Company has in the past modified the exercise
price on certain options there may be a negative affect on future operations
depending on the future movement of the Company's stock price.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS
Certain statements included in this Quarterly Report on Form 10-Q,
including without limitation statements containing the words "believes",
"anticipates", "intends", "expects" and words of similar import, constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause the actual results,
performance or achievements of Bank Plus and Fidelity to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors are referred to in Bank Plus's
most recent Annual Report on Form 10-K as of December 31, 1999. A number of
other factors may have a material adverse effect on the Company's financial
performance. These factors include a national or regional economic slowdown or
recession which increases the risk of defaults and credit losses; movements in
market interest rates that reduce our margins or the fair value of the financial
instruments we hold; restrictions imposed on the Bank's operations by regulators
such as a prohibition on the payment of dividends to Bank Plus; failure of the
Bank and third parties to enter into written definitive agreements on
significant transactions and to close such transactions; failure of regulatory
authorities to issue approvals or non-objection to material transactions
involving the Bank; actions by the Bank's regulators that could adversely affect
the Bank's capital levels; an increase in the number of customers seeking
protection under the bankruptcy laws which increases the amount of charge-offs;
the effects of fraud or other contract breaches by third parties or customers;
the effectiveness of the Company's collection efforts and the outcome of pending
and future litigation. Given these uncertainties, undue reliance should not be
placed on such forward-looking statements. Bank Plus disclaims any obligation to
update any such factors or to publicly announce the results of any revisions to
any of the forward-looking statements included herein to reflect future events
or developments.
RECENT DEVELOPMENTS
During the first quarter of 2000, the following non-operating events
occurred:
o On March 31, 2000 the Bank completed the sale of five of its retail
branches with $333 million of deposits in two separate transactions. These
sales were funded with $250 million of multifamily loans, $59 million of
cash and $4 million of other assets. The $19.6 million net gain recorded
includes the expenses of the transactions and losses incurred in the
disposition of mortgage loans delivered in the transactions.
o The Company recorded a valuation loss of $32.4 million reducing the
carrying value of the MMG Direct, Inc. ("MMG") portfolio to its estimated
fair value, which is reported on the statement of financial condition as
loans held for sale. The Company has completed marketing and is currently
negotiating the sale of the MMG portfolio and its credit card servicing
operations located in Beaverton, Oregon. This transaction may include an
option for the purchaser to acquire the American Direct Credit, LLC ("ADC")
portfolio in the future. The prospective purchaser is currently completing
its due diligence and, as such, no assurances can be given that the
potential sale of these assets will be completed, or if completed, at the
prices or terms currently indicated. If a decision is made to sell the ADC
portfolio the Company expects, based upon current information, that a
valuation loss to reduce the carrying value of the ADC portfolio to its
estimated fair value could approximate the percentage loss recorded on the
MMG portfolio.
o The Company has negotiated agreements and agreements in principle to settle
the various individual and purported class action lawsuits filed in Alabama
relating to the ADC credit card portfolio and is pursuing similar
negotiations in Mississippi. The Company recorded a $4.0 million charge in
the first quarter which represents the estimated settlement costs. The
settlements are subject to the execution of definitive settlement
agreements by the parties involved, confirmation by the various courts
having jurisdiction over these cases and approval or non-objection by the
OTS. There can be no assurance that (i) settlement agreements acceptable to
the Company will be executed, (ii) the settlements will be confirmed by the
courts, (iii) the settlements will be acceptable to the OTS and (iv) new
lawsuits of a similar nature will not be filed in the future.
7
In February 24, 2000 the term of the First Alliance Mortgage Company
("FAMCO") program expired and the Bank notified FAMCO that it would not be
extending the term of the agreements. Under the terms of the agreements, upon
termination FAMCO or its designee was required to purchase the outstanding
accounts and receivables. FAMCO has contended that it has no obligation to
purchase, or cause a designee to purchase, all of the outstanding accounts and
receivables under the FAMCO program. On March 23, 2000, First Alliance
Corporation and its subsidiaries (collectively "FACO") including FAMCO announced
that they had filed voluntary petitions under Chapter 11 of the United States
Bankruptcy Code. It is uncertain what effect the filing of the petitions for
bankruptcy will have on FAMCO's obligations under the program agreements. If
FAMCO does not perform its obligations under the agreement, the Company may be
required to record a loss to the extent that estimated charge-offs exceed the
cash reserves held by the Company. Fidelity is one of FACO's 20 largest
unsecured creditors and is represented on FACO's creditors committee.
The Company is currently exploring the potential sale of this portfolio to
mitigate its damages from FAMCO's breach of contract. To the extent that the
carrying value of the portfolio may exceed the potential sale proceeds the
deficiency will constitute a claim to be satisfied with other claims in the
bankruptcy proceedings. Fidelity currently holds $2.7 million in cash deposits
securing FAMCO's obligation to purchase charged-off accounts under the
agreements. Following the bankruptcy petitions, it is uncertain whether this
collateral will be available to cover future charge-offs or any deficiency that
may arise upon the sale of the portfolio. As of March 31, 2000 outstanding
balances and delinquent accounts under the FAMCO program were $15.5 million and
18.8%, respectively.
The Bank has entered into a definitive agreement with First Bank of Beverly
Hills to sell its Beverly Hills branch with deposits of $88 million as of March
31, 2000. The Bank expects to fund the deposit sale with cash and anticipates
the sale will be completed in the second quarter of 2000. Because the
transaction is subject to regulatory approval and other considerations, no
assurances can be given that the transaction will be completed, or if completed,
will be completed in the second quarter.
While the Company had originally contemplated the need to sell up to $600
million of deposits, due to improvements in the results of credit card
operations during the first quarter it appears that this deposit sale, together
with the deposit sales of $333 million completed at the end of the first
quarter, will be sufficient to allow the Company to achieve its 2000 business
strategy objectives. If the sale of the Beverly Hills branch is consummated, the
Company expects that the ADC portfolio will likely be classified as held for
sale. To assist the Board of Directors and management in the evaluation of the
Company's strategic alternatives the Board is currently interviewing financial
advisors and will make an announcement if and when an advisor has been retained.
RESULTS OF OPERATIONS
SUMMARY
The Company reported a net loss of $19.2 million for the quarter ended
March 31, 2000, as compared to net earnings of $2.0 million for the
corresponding period in 1999. Net income from core bank operations was $20.6
million for the quarter ended March 31, 2000 as compared to $5.3 million for the
corresponding period in 1999. The net loss from the credit card operations was
$39.8 million for the quarter ended March 31, 2000 as compared to $3.3 million
for the corresponding period in 1999. Excluding the non-operating items
described above, the Company reported an overall net loss of $2.4 million for
the 2000 first quarter with the core bank operations generating net income of
$1.0 million and the credit card operations incurring a net loss of $3.4
million.
8
In 1999, Bank Plus began viewing its business as consisting of two
reportable business segments; core bank operations and credit card operations.
The financial performance of these business segments is measured by the
Company's profitability reporting processes. The following describes these two
business segments:
Core Bank Operations: The principal business activities of this segment are
attracting deposit funds from the general public and other institutions,
originating and investing in investment securities and real estate related
assets, including mortgage loan and mortgage-backed securities, and selling
uninsured investment products. This segment's primary sources of revenue are
interest income earned on real estate related assets, investment securities and
funding provided to the credit card operations, fees earned in connection with
loans and deposits and fees earned from the sale of uninsured investment
products. This segment's major expenses are interest incurred on deposits and
borrowings, provisions for estimated loan losses, retail branch system costs,
mortgage servicing and origination costs and executive and administrative
expenses.
Credit card operations: The principal business activities of this segment
are servicing the outstanding credit card accounts and managing the credit risk
associated with the credit card portfolio. Since the first quarter of 1999,
there have been no material new originations of credit card accounts. This
segment's primary sources of revenue are interest income earned on the credit
card balances and fees earned on credit card accounts, including acceptance and
annual fees, late fees and interchange fees. This segment's principal expenses
are interest expense from funding provided by the core bank operations,
provisions for estimated loan losses and costs of servicing the portfolio,
including third party processing charges.
9
The following table shows the net income or loss for core bank operations
and credit card operations for the periods indicated. In computing net interest
income, funding costs are charged to the credit card operations based on a
rolling twelve-month average of one-year fixed rate FHLB advances. All indirect
general and administrative expense not specifically identifiable with either of
the two business segments are allocated on the basis of direct operating
expenses.
QUARTER ENDED
MARCH 31,
----------------------------
2000 1999
------------- -------------
(DOLLARS IN THOUSANDS)
CORE BANK OPERATIONS:
Net interest income......................................................... $ 16,392 $ 17,331
Provision for estimated loan losses (1)..................................... 542 (2,237)
Noninterest income.......................................................... 3,612 4,040
Gain on sale of branches.................................................... 19,577 --
Operating expense........................................................... 18,412 18,325
------------- -------------
Net earnings(2)........................................................... $ 20,627 $ 5,283
============= =============
Operating Ratios:
Net interest margin....................................................... 2.57% 1.98%
Efficiency ratio.......................................................... 91.45% 80.46%
Return on average assets (3).............................................. 0.16% 0.59%
Return on average equity (3).............................................. 5.70% 21.27%
Selected Average Balance Sheet Components:
Loans..................................................................... $ 1,979,587 $ 2,395,845
Earnings assets........................................................... 2,545,258 3,417,260
Total assets.............................................................. 2,668,444 3,587,564
Deposits.................................................................. 2,511,405 2,820,311
CREDIT CARD OPERATIONS:
Net interest income......................................................... $ 6,900 $ 10,128
Provision for estimated loan losses......................................... 7,458 15,237
Noninterest income.......................................................... 3,608 10,337
Loans held for sale valuation adjustment.................................... (32,400) --
Operating expense........................................................... 10,460 8,507
------------- -------------
Net loss(2)............................................................... $ (39,810) $ (3,279)
============= =============
Operating Ratios:
Net interest margin....................................................... 14.02% 12.09%
Efficiency ratio.......................................................... 61.48% 41.57%
Selected Average Balance Sheet Components:
Credit card loans......................................................... $ 196,777 $ 337,627
Total assets.............................................................. 146,998 287,379
- ------------
(1) Negative amounts represent recoveries of previously established allowance
for loan losses.
(2) The segment earnings reported in the table do not include preferred
dividends paid to holders of the preferred stock issued by Fidelity Federal
Bank. These dividends are reported as minority interest in subsidiary in
the consolidated financial statements and were $7,000 in the first quarter
of 2000 and 1999.
(3) Excluding gain on sale of branches.
10
CORE BANK OPERATIONS
Net interest income was $16.4 million in the 2000 first quarter as compared
to $17.3 million in the 1999 first quarter. The decrease in interest income over
the year-ago quarter was primarily due to a decrease in interest earning assets
as a result of deposit sales and other reductions in the Bank's balance sheet
effected during 1999 to achieve well capitalized status for regulatory purposes,
offset by improvements in the interest margin. Average interest earning assets
were $2.5 billion and $3.4 billion for the quarters ended March 31, 2000 and
March 31, 1999 respectively.
The net yield on interest earnings assets increased to 2.57% in the 2000
first quarter as compared to 1.98% for the 1999 first quarter as a result of an
increase in yield on interest earning assets from 6.84% to 7.15% and a decrease
in the cost of funds. The yield on the MBS and investment portfolios increased
in the 2000 first quarter as compared to the 1999 first quarter because of
higher investment returns in the market and lower premium amortization resulting
from a reduction in prepayments. The decrease in the Bank's cost of funds from
4.80% in the 1999 first quarter to 4.53% in the 2000 first quarter occurred
during a period of time in which the FHLB Eleventh District Cost of Funds Index
("COFI") increased from 4.52% in March 1999 to 5.00% in March 2000. The Bank's
costs of funds was 42 basis points below COFI at March 31, 2000, as compared to
23 basis points higher than COFI at March 1999. This improvement of 65 basis
points in the Bank's cost of funds as compared to COFI was the result of (i) the
Bank's deposit repricing and conversion program, which was implemented in the
fourth quarter of 1998 to reduce the amount of high balance certificate of
deposits ("CDs") and reduce the overall cost of deposits, and (ii) the paydown
of most of the Bank's borrowings which had interest rates significantly higher
than the Bank's deposits.
The negative provisions for loan losses in prior periods represent net
recoveries of specific valuation reserves and reduced estimates of future loan
losses resulting from continuing improvements in the asset quality of the Bank's
mortgage loan portfolio.
Excluding the $19.6 million net gain on deposit sales, net noninterest
income for the quarter was $3.6 million as compared to $4.0 million for the 1999
first quarter. The 1999 first quarter net noninterest income included $1.3
million of ATM cash service fees from the Americash program which was
discontinued in that quarter. The core bank operation generated record
investment product sales of $50 million in the 2000 first quarter resulting in
increased fees of $0.5 million as compared to the 1999 first quarter.
Operating expenses for the 2000 first quarter were $0.1 million higher than
the 1999 first quarter primarily due to higher compensation expense of $1.2
million offset by lower FDIC expense of $0.7 million and lower Y2K compliance
expense of $0.4 million. The increase in compensation expense is primarily due
to additional lending personnel and company-wide merit increases in the first
quarter of 2000. The Company had not provided merit increases to its employees
since the beginning of 1998.
CREDIT CARD OPERATIONS
Net interest income was $6.9 million in the 2000 first quarter as compared
to $10.1 million in the 1999 first quarter. The decline in net interest income
reflects the ongoing reductions in outstanding balances in the credit card
portfolio.
The provision for estimated loan losses was $7.5 million in the 2000 first
quarter as compared to $15.2 million in the 1999 first quarter. The decrease
from the first quarter of 1999 was the result of decreases in total balances
outstanding and improving delinquency trends in the portfolio.
Excluding the $32.4 million writedown of the MMG portfolio to its estimated
fair value, noninterest income from credit card fees was $3.6 million in the
2000 first quarter compared to $10.3 million in the 1999 first quarter. The
decrease in fees as compared to the 1999 first quarter was primarily due to a
decrease in deferred origination fees associated with the cessation of new
originations in the MMG portfolio in 1998. Net deferred origination fees were
$4.6 million in the first quarter of 1999 with no comparable amount in the first
quarter of 2000. Also, recurring fees decreased due to a declining number of
accounts in the portfolio and decreases in delinquencies which resulted in lower
interchange and late fees.
Excluding the $4.0 million ADC-related litigation resolution charge,
operating expenses decreased to $6.5 million in the first quarter of 2000
compared to $8.5 million in the 1999 first quarter primarily due to a
combination of lower transaction volumes and a reduction in processing rates
associated with a change in the service provider, partly offset by higher
litigation expenses.
11
Net Interest Income
The following tables present the primary determinants of net interest
income for the periods indicated. For the purpose of this analysis, nonaccruing
mortgage loans are included in the average balances, and delinquent interest on
such loans has been deducted from interest income.
QUARTER ENDED MARCH 31,
---------------------------------------------------------------------------
2000 1999
------------------------------------- ------------------------------------
AVERAGE AVERAGE AVERAGE AVERAGE
DAILY YIELD/ DAILY YIELD/
BALANCE INTEREST RATE BALANCE INTEREST RATE
------------- ---------- ---------- ------------- ---------- ----------
(DOLLARS IN THOUSANDS)
Interest-earning assets:
Loans .............................$ 1,979,587 $ 36,261 7.33% $ 2,395,845 $ 44,606 7.45%
Credit card loans.................. 196,777 8,790 17.87 337,627 13,354 15.82
MBS................................ 307,384 5,218 6.79 410,853 5,772 5.62
Investment securities ............. 96,008 1,620 6.77 298,329 3,864 5.25
Investment in FHLB stock .......... 31,433 434 5.54 65,983 807 4.96
------------- ---------- ------------- ---------- ----------
Total interest-earning assets .. 2,611,189 52,323 8.02 3,508,637 68,403 7.81
---------- ----------
Noninterest-earning assets .......... 73,407 111,434
------------- -------------
Total assets.........................$ 2,684,596 $ 3,620,071
============ =============
Interest-bearing liabilities:
Deposits:
Demand deposits...................$ 376,789 1,273 1.36 $ 373,729 1,132 1.23
Savings deposits.................. 101,298 718 2.85 118,364 831 2.85
Time deposits .................... 2,033,318 25,288 4.93 2,328,218 29,160 5.02
------------- ---------- ------------- ---------- ----------
Total deposits ................. 2,511,405 27,279 4.37 2,820,311 31,123 4.48
Borrowings .......................... 59,819 1,752 11.78 636,478 9,821 6.26
------------- ---------- ------------- ---------- ----------
Total interest-bearing
liabilities................... 2,571,224 29,031 4.53 3,456,789 40,944 4.80
---------- ----------
Noninterest-bearing liabilities...... 24,238 33,882
Preferred stock issued by
consolidated subsidiary............ 272 272
Stockholders' equity................. 88,862 129,128
------------- -------------
Total liabilities and equity.........$ 2,684,596 $ 3,620,071
============= =============
Net interest income; interest rate
spread............................. $ 23,292 3.49% $ 27,459 3.01%
========== ========== ========== ==========
Net yield on interest-earning assets. 3.56% 3.08%
========== ==========
Net interest income is primarily affected by (a) the average volume and
repricing characteristics of the Company's interest-earning assets and
interest-bearing liabilities, (b) the level and volatility of market interest
rates, (c) the level of nonperforming loans ("NPLs") and (d) the interest rate
spread between the yields earned and the rates paid.
12
The following tables present the dollar amount of changes in interest
income and expense for each major component of interest-earning assets and
interest-bearing liabilities and the amount of change attributable to changes in
average balances and average rates for the periods indicated. Because of
numerous changes in both balances and rates, it is difficult to allocate
precisely the effects thereof. For purposes of these tables, the change due to
volume is initially calculated as the change in average balance multiplied by
the average rate during the prior period and the change due to rate is
calculated as the change in average rate multiplied by the average volume during
the prior period. Any change that remains unallocated after such calculations is
allocated proportionately to changes in volume and changes in rates.
QUARTER ENDED MARCH 31, 2000
COMPARED TO MARCH 31, 1999
FAVORABLE (UNFAVORABLE)
--------------------------------------------
VOLUME RATE NET
------------- ------------- -------------
(DOLLARS IN THOUSANDS)
Interest income:
Loans..................................................... $ (7,637) $ (708) $ (8,345)
Credit card loans......................................... (6,123) 1,559 (4,564)
MBS....................................................... (1,619) 1,065 (554)
Investment securities..................................... (3,162) 918 (2,244)
Investment in FHLB stock.................................. (461) 88 (373)
------------- ------------- -------------
Total interest income .................................. (19,002) 2,922 (16,080)
------------- ------------ -------------
Interest expense:
Deposits:
Demand deposits......................................... (10) (131) (141)
Savings deposits........................................ 113 -- 113
Time deposits........................................... 3,393 479 3,872
------------- ------------- -------------
Total deposits ....................................... 3,496 348 3,844
Borrowings ............................................... 12,938 (4,869) 8,069
------------- ------------- -------------
Total interest expense .................................. 16,434 (4,521) 11,913
------------- ------------- -------------
Decrease in net interest income ............................. $ (2,568) $ (1,599) $ (4,167)
============= ============= =============
INCOME TAXES
The Company's expected combined federal and state statutory tax rate is
approximately 42.0% of earnings before income taxes. As of March 31, 2000 and
December 31, 1999, the Company's significant deferred tax assets, which
primarily consisted of net operating loss carryforwards and bad debt timing
differences, were reduced by a valuation allowance as required under SFAS No.
109, "Accounting for Income Taxes." As the Company does not anticipate a
significant change in the determination of the valuation allowance during 2000,
the Company does not expect to record any tax expense or benefit in 2000.
13
FINANCIAL CONDITION
ASSET QUALITY
The Company's mortgage loan portfolio is primarily secured by assets
located in Southern California and is comprised principally of single family and
multifamily residential loans. At March 31, 2000, 27.1% of Fidelity's real
estate loan portfolio consisted of California single family residences (1 to 4
units), while 61.7% consisted of California multifamily dwellings of 5 or more
units.
Because 88.5% of the Company's mortgage loan portfolio is secured by
properties located in Southern California, the performance of the Company's
loans are particularly susceptible to the potential for declines in the Southern
California economy, such as increasing vacancy rates, declining rents,
increasing interest rates, declining debt coverage ratios, and declining market
values for single family, multifamily and commercial properties. In addition,
the possibility that borrowers may abandon properties or seek bankruptcy
protection with respect to income properties experiencing negative cash flow,
particularly where such properties are not cross-collateralized by other
performing assets, can also adversely affect portfolio performance.
The performance of the Bank's credit card portfolio may be adversely
affected by a number of factors, including a national or regional economic
slowdown or recession, an increase in the number of customers seeking protection
under the bankruptcy laws, the effectiveness of the Company's collection
efforts, and fraud or breaches of contracts by third parties or customers. In
addition, because the portfolio is primarily sub-prime, the Bank has and is
expected to continue to experience significantly higher delinquencies and
charge-offs in its credit card portfolio than those experienced by other credit
card issuers whose portfolio's are not sub-prime.
14
DELINQUENT LOANS
The following tables present net delinquent loans at the dates indicated:
QUARTERS ENDED
-------------------------------------------------------------------
MARCH 31, DECEMBER 31, SEPTEMBER 30, JUNE 30, MARCH 31,
2000 1999 1999 1999 1999
------------ ------------ ------------ ------------ ------------
(DOLLARS IN THOUSANDS)
Mortgage loan delinquencies by number of days:
30 to 59 days......................... $ 1,987 $ 5,210 $ 6,641 $ 6,087 $ 5,026
60 to 89 days......................... 1,964 3,871 2,633 2,264 4,001
90 days and over...................... 5,462 4,989 6,128 5,905 12,962
------------ ------------ ------------ ------------ ------------
Total.............................. $ 9,413 $ 14,070 $ 15,402 $ 14,256 $ 21,989
============ ============ ============ ============ ============
As a percentage of outstanding balances:
30 to 59 days....................... 0.12% 0.26% 0.31% 0.27% 0.21%
60 to 89 days....................... 0.11 0.19 0.13 0.10 0.17
90 days and over.................... 0.32 0.25 0.30 0.26 0.55
------------ ------------ ------------ ------------ ------------
Total........................... 0.55% 0.70% 0.74% 0.63% 0.93%
============ ============ ============ ============ ============
Credit card loan delinquencies by number of days:
30 to 59 days......................... $ 6,907 $ 11,157 $ 13,397 $ 15,666 $ 12,801
60 to 89 days......................... 5,413 8,438 10,040 13,940 10,485
90 to 119 days........................ 5,108 7,596 9,877 12,075 11,101
120 to 149 days....................... 4,915 7,213 9,443 8,460 11,148
150 days and over..................... 4,376 5,706 8,734 6,963 6,670
------------ ------------ ------------ ------------ ------------
Total............................... $ 26,719 $ 40,110 $ 51,491 $ 57,104 $ 52,205
============ ============ ============ ============ ============
As a percentage of outstanding balances:
30 to 59 days....................... 3.77% 5.30% 5.34% 5.60% 4.12%
60 to 89 days....................... 2.96 4.00 4.00 4.98 3.38
90 to 119 days...................... 2.79 3.61 3.94 4.31 3.57
120 to 149 days..................... 2.69 3.42 3.76 3.02 3.59
150 days and over................... 2.39 2.71 3.48 2.49 2.15
------------ ------------ ------------ ------------ ------------
Total............................. 14.60% 19.04% 20.52% 20.40% 16.81%
============ ============ ============ ============ ============
Other loan delinquencies by number of days:
30 to 59 days......................... $ 336 $ 735 $ 745 $ 742 $ 1,002
60 to 89 days......................... 73 234 379 364 182
90 days and over...................... 91 148 123 160 175
------------ ------------ ------------ ------------ ------------
Total............................... $ 500 $ 1,117 $ 1,247 $ 1,266 $ 1,359
============ ============ ============ ============ ============
As a percentage of outstanding balances:
30 to 59 days....................... 3.95% 7.49% 6.99% 6.07% 9.39%
60 to 89 days....................... 0.86 2.38 3.56 2.98 1.71
90 days and over.................... 1.07 1.51 1.16 1.31 1.64
------------ ------------ ------------ ------------ ------------
Total............................ 5.88% 11.38% 11.71% 10.36% 12.74%
============ ============ ============ ============ ============
Asset quality in the mortgage loan portfolio continues to be favorable with
delinquencies at March 31, 2000 of 0.55% for the overall portfolio and 0.16% for
the multifamily portfolio, compared to levels of 0.70% and 0.34%, respectively,
as of December 31, 1999.
Total credit card delinquencies decreased by 33% from the 1999 year-end
balances, with delinquencies under the MMG and ADC program decreasing to 13.4%
and 15.0%, respectively, at March 31, 2000 from 18.1% and 20.6%, respectively,
at December 31, 1999. The recent decreases in delinquencies are the result of a
number of factors including changes in collection strategy, aging of the
portfolio and seasonal collection trends.
15
The following table presents the credit card loan portfolio by program at
the dates indicated:
QUARTERS ENDED
------------------------------------------------------------------
MARCH 31, DECEMBER 31, SEPTEMBER 30, JUNE 30, MARCH 31,
2000 1999 1999 1999 1999
------------ ------------ ------------ ------------ ------------
(DOLLARS IN THOUSANDS)
MMG Direct, Inc. outstanding balances:
Current........................... $ 72,684 $ 78,510 $ 87,141 $ 95,145 $ 105,133
Delinquencies:
30 to 59 days................... 2,559 4,407 5,344 6,291 6,064
60 to 89 days................... 2,108 3,617 4,107 5,260 5,765
90 to 119 days.................. 2,156 3,359 4,234 4,796 6,390
120 to 149 days................. 2,293 3,425 4,163 3,942 7,689
150 days and over............... 2,093 2,561 3,534 3,837 6,670
------------ ------------ ------------ ------------ ------------
Total delinquencies.......... 11,209 17,369 21,382 24,126 32,578
------------ ------------ ------------ ------------ ------------
Total............................. $ 83,893 $ 95,879 $ 108,523 $ 119,271 $ 137,711
============ ============ ============ ============ ============
As a percentage of outstanding balances:
30 to 59 days................... 3.05% 4.60% 4.92% 5.27% 4.40%
60 to 89 days................... 2.51 3.77 3.78 4.41 4.19
90 to 119 days.................. 2.57 3.50 3.90 4.02 4.64
120 to 149 days................. 2.73 3.57 3.84 3.30 5.58
150 days and over............... 2.50 2.67 3.25 3.22 4.84
------------ ------------ ------------ ------------ ------------
Total........................ 13.36% 18.11% 19.69% 20.22% 23.65%
============ ============ ============ ============ ============
American Direct Credit, LLC outstanding balances:
Current........................... $ 71,055 $ 76,625 $ 85,914 $ 98,701 $ 122,989
Delinquencies:
30 to 59 days................... 2,875 5,187 6,219 8,212 5,529
60 to 89 days................... 2,379 4,076 5,073 8,113 4,012
90 to 119 days.................. 2,438 3,677 5,075 6,764 4,245
120 to 149 days................. 2,622 3,788 5,281 4,487 3,431
150 days and over............... 2,283 3,145 5,198 3,121 --
------------ ------------ ------------ ------------ ------------
Total delinquencies.......... 12,597 19,873 26,846 30,697 17,217
------------ ------------ ------------ ------------ ------------
Total............................. $ 83,652 $ 96,498 $ 112,760 $ 129,398 $ 140,206
============ ============ ============ ============ ============
As a percentage of outstanding balances:
30 to 59 days................... 3.44% 5.38% 5.52% 6.35% 3.94%
60 to 89 days................... 2.84 4.22 4.50 6.27 2.86
90 to 119 days.................. 2.92 3.81 4.50 5.23 3.03
120 to 149 days................. 3.13 3.93 4.68 3.47 2.45
150 days and over............... 2.73 3.26 4.61 2.41 --
------------ ------------ ------------ ------------ ------------
Total........................ 15.06% 20.60% 23.81% 23.73% 12.28%
============ ============ ============ ============ ============
(CONTINUED)
16
(CONTINUED)
QUARTERS ENDED
------------------------------------------------------------------
MARCH 31, DECEMBER 31, SEPTEMBER 30, JUNE 30, MARCH 31,
2000 1999 1999 1999 1999
------------ ------------ ------------ ------------ ------------
(DOLLARS IN THOUSANDS)
Other credit card loans outstanding balances:
Current........................... $ 12,587 $ 15,398 $ 26,276 $ 28,959 $ 30,273
Delinquencies:
30 to 59 days................... 1,473 1,563 1,834 1,163 1,208
60 to 89 days................... 926 745 860 567 708
90 to 119 days.................. 514 560 568 515 466
120 to 149 days................. -- -- -- 31 28
150 days and over............... -- -- 2 5 --
------------ ------------ ------------ ------------ ------------
Total delinquencies.......... 2,913 2,868 3,264 2,281 2,410
------------ ------------ ------------ ------------ ------------
Total............................. $ 15,500 $ 18,266 $ 29,540 $ 31,240 $ 32,683
============ ============ ============ ============ ============
30 to 59 days................... 9.50% 8.56% 6.21% 3.72% 3.70%
60 to 89 days................... 5.97 4.08 2.91 1.81 2.17
90 to 119 days.................. 3.32 3.06 1.92 1.65 1.43
120 to 149 days................. -- -- -- 0.10 0.08
150 days and over............... -- -- 0.01 0.01 --
------------ ------------ ------------ ------------ ------------
Total........................ 18.79% 15.70% 11.05% 7.29% 7.38%
============ ============ ============ ============ ============
The available credit on credit cards outstanding at March 31, 2000 was
$17.6 million, $23.4 million and $2.0 million for MMG, ADC and other card
programs, respectively.
17
NONPERFORMING AND CLASSIFIED ASSETS
All assets and ratios are reported net of specific reserves unless
otherwise stated. The following table presents asset quality details at the
dates indicated:
QUARTERS ENDED
--------------------------------------------------------------------
MARCH 31, DECEMBER 31, SEPTEMBER 30, JUNE 30, MARCH 31,
2000 1999 1999 1999 1999
------------ ------------ ------------ ------------ ------------
(DOLLARS IN THOUSANDS)
Nonperforming Assets ("NPAs") by Type:
NPLs $ 5,513 $ 6,945 $ 7,108 $ 6,412 $ 13,137
Real Estate Owned ("REO")............ 1,671 2,422 5,685 6,861 8,431
Other repossessed assets............. -- 29 72 139 320
------------ ------------ ------------ ------------ ------------
Total NPAs......................... $ 7,184 $ 9,396 $ 12,865 $ 13,412 $ 21,888
============ ============ ============ ============ ============
Number of REO properties................ 30 37 41 42 57
============ ============ ============ ============ ============
NPAs by Composition:
Single family (1 to 4 units)......... $ 5,036 $ 5,799 $ 6,474 $ 7,100 $ 12,184
Multifamily 5 units and over......... 1,598 2,147 3,893 4,504 7,061
Commercial and other................. 1,136 1,963 2,965 2,449 3,203
Consumer............................. 51 145 153 427 438
REO valuation allowances............. (637) (658) (620) (1,068) (998)
------------ ------------ ------------ ------------ ------------
Total NPAs......................... 7,184 9,396 12,865 13,412 21,888
Total troubled debt restructurings
("TDRs")........................... 28,259 30,851 25,022 31,255 48,020
------------ ------------ ------------ ------------ ------------
Total TDRs and NPAs................ $ 35,443 $ 40,247 $ 37,887 $ 44,667 $ 69,908
============ ============ ============ ============ ============
Classified Assets:
NPAs $ 7,184 $ 9,396 $ 12,865 $ 13,412 $ 21,888
Performing classified loans ......... 57,828 71,874 78,685 83,423 88,623
Other classified assets.............. 842 840 781 889 1,242
------------ ------------ ------------ ------------ ------------
Total classified assets............ $ 65,854 $ 82,110 $ 92,331 $ 97,724 $ 111,753
============ ============ ============ ============ ============
Classified Asset Ratios:
NPLs to total assets................. 0.23% 0.26% 0.24% 0.19% 0.37%
NPLs to total loans.................. 0.30% 0.32% 0.31% 0.26% 0.51%
NPAs to total assets................. 0.30% 0.35% 0.43% 0.41% 0.62%
TDRs to total assets................. 1.19% 1.15% 0.85% 0.95% 1.35%
NPAs and TDRs to total assets........ 1.49% 1.50% 1.28% 1.35% 1.97%
Classified assets to total assets.... 2.77% 3.06% 3.12% 2.96% 3.15%
REO to NPAs.......................... 23.26% 25.78% 44.19% 51.16% 38.52%
NPLs to NPAs......................... 76.74% 73.91% 55.25% 47.81% 60.02%
Total classified assets decreased $16.3 million or 19.8% from December 31,
1999, to $65.9 million at March 31, 2000. This decrease was primarily due to a
$7.5 million decrease in classified mortgage loans and a $6.1 million decrease
in classified credit card loans. The decrease in performing classified loans
reflects the improvement in mortgage and credit card delinquencies and, in the
case of mortgage loans, the performance of the underlying income properties.
18
ALLOWANCE FOR ESTIMATED LOAN AND REO LOSSES
The following schedule summarizes the activity in the Bank's allowances for
estimated loan and REO losses:
QUARTER ENDED MARCH 31,
-----------------------------
2000 1999
------------- -------------
(DOLLARS IN THOUSANDS)
Balance at beginning of period............................. $ 63,608 $ 109,198
------------- -------------
Charge-offs............................................. (20,293) (44,118)
Allocation of reserves to loans sold.................... (501) --
Recoveries.............................................. 661 687
------------- -------------
Net charge-offs....................................... (20,133) (43,431)
Provision:
Estimated loan losses................................. 8,000 13,000
REO................................................... 11 14
Additions to cash reserves.............................. 913 2,030
------------- -------------
Balance at end of period................................... $ 52,399 $ 80,811
============= =============
Ratio of net charge-offs during the period to average
loans outstanding....................................... 0.89% 1.56%
- -------------
The following table presents loan and REO charge-offs and recoveries for
the periods indicated:
QUARTER ENDED MARCH 31,
----------------------------
2000 1999
------------- -------------
(DOLLARS IN THOUSANDS)
Charge-offs:
Single family (1 to 4 units)............................ $ 236 $ 459
Multifamily loans:
5 to 36 units......................................... 36 518
37 units and over..................................... -- --
------------- -------------
Total multifamily.................................. 36 518
Commercial and industrial............................... 55 1,154
Credit card loans....................................... 19,206 40,274
Other loans............................................. 760 1,713
------------- -------------
Total charge-offs.......................................... $ 20,293 $ 44,118
============= =============
Recoveries:
Single family (1 to 4 units)............................ $ 14 $ 222
Multifamily loans:
5 to 36 units......................................... 29 120
37 units and over..................................... -- --
------------- -------------
Total multifamily.................................. 29 120
Commercial and industrial............................... 29 --
Credit card loans....................................... 589 345
------------- -------------
Total recoveries........................................... $ 661 $ 687
============= =============
19
In addition to reserves established by the Bank, cash reserves have been
provided by FAMCO which are utilized to purchase accounts from the Bank after
the accounts reach a certain delinquent status. At March 31, 2000 and December
31, 1999, cash reserves were $2.8 million and $2.7 million, respectively, and
were recorded as deposits on the Company's statements of financial condition.
Accounts purchased from cash reserves during the first quarters of 2000 and 1999
totaled $0.8 million and $0.9 million, respectively.
The following table sets forth the allowance for estimated loan and REO
losses at the dates indicated:
QUARTERS ENDED
--------------------------------------------------------------------
MARCH 31, DECEMBER 31, SEPTEMBER 30, JUNE 30, MARCH 31,
2000 1999 1999 1999 1999
------------ ------------ ------------ ------------ ------------
(DOLLARS IN THOUSANDS)
Loans:
ALLL ............................... $ 46,248 $ 56,376 $ 65,550 $ 75,414 $ 70,606
Specific Valuation Allowance ("SVA") 2,762 3,902 5,040 5,681 7,292
------------ ------------ ------------ ------------ ------------
Total ALLL and SVA................ 49,010 60,278 70,590 81,095 77,898
Cash reserves....................... 2,752 2,672 3,357 2,467 1,915
------------ ------------ ------------ ------------ ------------
Total allowances and cash reserves 51,762 62,950 73,947 83,562 79,813
REO valuation allowances............... 637 658 620 1,068 998
------------ ------------ ------------ ------------ ------------
Total allowances and cash reserves..... $ 52,399 $ 63,608 $ 74,567 $ 84,630 $ 80,811
============ ============ ============ ============ ============
Selected ratios:
Total allowances to net loans and REO 2.79% 2.85% 3.18% 3.33% 3.03%
Total ALLL and cash reserves to:
Net loans......................... 2.61% 2.65% 2.95% 3.08% 2.73%
Net NPLs.......................... 888.81% 850.35% 969.43% 1214.61% 552.04%
Net loans and REO................. 2.62% 2.65% 2.95% 3.09% 2.74%
Net NPAs.......................... 683.46% 629.57% 536.39% 584.41% 333.61%
Classified assets................. 75.37% 72.71% 75.30% 80.79% 65.79%
Total assets...................... 2.07% 2.20% 2.33% 2.38% 2.06%
Credit losses are inherent in the business of originating and retaining
loans. The Company maintains an allowance for credit losses to absorb losses
inherent in the loan portfolio. These allowances consist of SVAs and an ALLL
which are based on ongoing, quarterly assessments of the probable estimated
losses inherent in the loan portfolio.
The allowance for credit losses does not represent the amount of losses
that could be incurred under adverse conditions that management does not
consider to be the most likely to arise. In addition, management's
classification of assets and evaluation of the adequacy of the allowance for
credit losses is an ongoing process. Consequently, there can be no assurance
that material additions to the Bank's allowance for credit losses will not be
required in the future, thereby adversely affecting earnings and the Bank's
ability to maintain or build capital.
20
REGULATORY CAPITAL COMPLIANCE
The Office of Thrift Supervision ("OTS") capital regulations, as required
by the Financial Institutions Reform, Recovery, and Enforcement Act of 1989,
include three separate minimum capital requirements for the savings institution
industry--a "tangible capital requirement," a "leverage limit" and a "risk-based
capital requirement." These capital standards must be no less stringent than the
capital standards applicable to national banks.
The Bank's actual and required capital are as follows at the dates
indicated:
TO BE CATEGORIZED
AS ADEQUATELY TO BE CATEGORIZED
ACTUAL CAPITALIZED AS WELL CAPITALIZED
------------------------ ------------------------- -------------------------
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
----------- ----------- ----------- ----------- ----------- -----------
(DOLLARS IN THOUSANDS)
AS OF MARCH 31, 2000:
Total capital (to risk-weighted
assets).........................$ 138,559 10.09% $ 109,908 8.00% $ 137,385 10.00%
Core capital (to adjusted tangible
assets)......................... 121,027 5.12 70,965 3.00 118,275 5.00
Tangible capital (to tangible
assets)......................... 121,027 5.12 35,483 1.50 N/A
Core capital (to risk-weighted
assets).......................... 121,027 8.81 N/A 82,431 6.00
AS OF MARCH 31, 1999:
Total capital (to risk-weighted
assets).........................$ 189,392 9.21% $ 164,568 8.00% $ 205,710 10.00%
Core capital (to adjusted tangible
assets)......................... 163,124 4.61 106,090 3.00 176,817 5.00
Tangible capital (to tangible
assets)......................... 163,124 4.61 53,045 1.50 N/A
Core capital (to risk-weighted
assets).......................... 163,124 7.93 N/A 123,426 6.00
21
The following table reconciles the Company's stockholders' equity to the
Bank's tangible, core and risk-based capital at the dates indicated:
TANGIBLE CORE RISK-BASED
CAPITAL CAPITAL CAPITAL
----------- ----------- -----------
(DOLLARS IN THOUSANDS)
AS OF MARCH 31, 2000:
Consolidated stockholders' equity................. $ 77,344 $ 77,344 $ 77,344
Adjustments:
Fidelity's Preferred Stock...................... 51,750 51,750 51,750
Bank Plus equity excluding Fidelity............. (1,222) (1,222) (1,222)
----------- ----------- -----------
Fidelity's stockholders' equity................... 127,872 127,872 127,872
Accumulated other comprehensive loss.............. 8,935 8,935 8,935
Adjustments:
Intangible assets............................... (11,873) (11,873) (11,873)
Excess ALLL..................................... -- -- 17,532
Net deferred tax assets......................... (3,907) (3,907) (3,907)
----------- ----------- -----------
Regulatory capital.................................. $ 121,027 $ 121,027 $ 138,559
=========== =========== ===========
AS OF MARCH 31, 1999:
Consolidated stockholders' equity................. $ 130,075 $ 130,075 $ 130,075
Adjustments:
Fidelity's Preferred Stock...................... 51,750 51,750 51,750
Bank Plus equity excluding Fidelity............. (7,146) (7,146) (7,146)
----------- ----------- -----------
Fidelity's stockholders' equity................... 174,679 174,679 174,679
Accumulated other comprehensive loss.............. 2,239 2,239 2,239
Adjustments:
Intangible assets............................... (13,789) (13,789) (13,789)
Nonincludable subsidiaries...................... (5) (5) (5)
Excess ALLL..................................... -- -- 26,268
----------- ----------- -----------
Regulatory capital.................................. $ 163,124 $ 163,124 $ 189,392
=========== =========== ===========
As of March 31, 2000, the Bank was "well capitalized" under the prompt
corrective action ("PCA") regulations adopted by the OTS pursuant to the Federal
Deposit Insurance Corporation Improvement Act of 1991. As of March 31, 2000, the
most constraining of the capital ratio measurements under the PCA requirements
was total capital to risk-weighted assets which had an excess of $1.2 million
above the minimum level required to be considered well capitalized. The Bank's
capital amounts and classification are subject to review by federal regulators
about components, risk-weightings and other factors. Due to the expectation of
continuing losses in the credit card operations and the potential of a decision
to hold the ADC credit card portfolio for sale which would require a write-down
in the carrying value to its estimated fair value, the Bank expects its capital
ratios to fall to that of an adequately capitalized institution at the end of
the 2000 second quarter.
22
LIQUIDITY
The Bank derives funds from deposits, FHLB advances, securities sold under
agreements to repurchase, and other short-term and long-term borrowings. In
addition, funds are generated from loan payments and payoffs as well as from the
sale of loans and investments.
DEPOSITS
The largest source of funds for the Company is deposits. Customer deposits
are insured by the FDIC to the maximum amount permitted by law. At March 31,
2000, the Company had deposits of $2.2 billion. The following table presents the
distribution of deposit accounts at the dates indicated:
MARCH 31, DECEMBER 31, MARCH 31,
2000 1999 1999
------------ ------------ ------------
(DOLLARS IN THOUSANDS)
Checking accounts....................................... $ 343,446 $ 369,071 $ 374,010
Passbook accounts....................................... 39,571 49,973 59,078
Money market savings accounts........................... 49,682 50,428 60,220
------------ ------------ ------------
Total transaction accounts........................... 432,699 469,472 493,308
------------ ------------ ------------
CDs:
Less than $100,000................................... 1,237,574 1,422,303 1,616,309
Greater than $100,000................................ 542,939 609,471 650,381
------------ ------------ ------------
Total CDs.......................................... 1,780,513 2,031,774 2,266,690
------------ ------------ ------------
Total deposits....................................... $ 2,213,212 $ 2,501,246 $ 2,759,998
============ ============ ============
Weighted average interest rate on deposits.............. 4.36% 4.21% 4.31%
============ ============ ============
There were no brokered deposits outstanding at the dates indicated above.
The following table provides information with regards to the Bank's most
recent quarterly experience in the levels of and pricing of CDs for the period
indicated:
WEIGHTED AVERAGE RATE
-------------------------
NEW OR NEW OR
MATURITIES RENEWED NET CHANGE MATURITIES RENEWED
------------- ------------ ------------ ---------- ------------
(DOLLARS IN THOUSANDS)
CDs maturing in quarter ended:
March 31, 1999.................... $ 695,261 $ 532,999 $ (162,262) 5.15% 4.18%
June 30, 1999..................... 584,454 452,263 (132,191) 5.08 4.33
September 30, 1999................ 577,716 561,375 (16,341) 4.90 4.79
December 31, 1999................. 482,455 494,889 12,434 4.55 4.96
March 31, 2000.................... 665,225 676,358 11,133 4.53 5.24
23
The distribution of certificate accounts by date of maturity is an
important indicator of the relative stability of a major source of funds. Longer
term certificate accounts generally provide greater stability as a source of
funds, but currently entail greater interest costs than passbook accounts. The
following tables summarize certificate accounts by maturity and weighted average
rate at March 31, 2000:
WEIGHTED
AVERAGE
AMOUNT RATE
------------ ---------
MATURES IN QUARTER ENDED: (DOLLARS IN THOUSANDS)
-------------------------
June 30, 2000................................................ $ 347,096 4.65%
September 30, 2000........................................... 384,411 5.07
December 31, 2000............................................ 283,909 5.07
March 31, 2001............................................... 353,849 5.22
June 30, 2001................................................ 60,330 4.73
September 30, 2001........................................... 107,178 4.68
December 31, 2001............................................ 66,829 4.91
March 31, 2002 and after..................................... 176,911 5.48
------------ ---------
Total CDs................................................. $ 1,780,513 $ 5.02%
============ =========
BORROWINGS
The following table sets forth certain information as to the Company's FHLB
advances and other borrowings at the dates indicated:
MARCH 31, DECEMBER 31, MARCH 31,
2000 1999 1999
----------- ----------- -----------
(DOLLARS IN THOUSANDS)
FHLB advances:
Fixed rate advances........................................... $ -- $ 20,000 $ 585,000
Floating rate advances........................................ 6,000 -- --
----------- ----------- -----------
Total FHLB advances.......................................... 6,000 20,000 585,000
----------- ----------- -----------
Other borrowings:
Senior notes.................................................. 51,478 51,478 51,478
----------- ----------- -----------
Total borrowings................................................. $ 57,478 $ 71,478 $ 636,478
=========== =========== ===========
Weighted average interest rate on all borrowings................. 11.43% 11.05% 6.20%
Percent of total borrowings to total liabilities and stockholders'
equity......................................................... 2.42% 2.66% 17.94%
UNDRAWN SOURCES
The Company maintains other sources of liquidity to draw upon, which at
March 31, 2000 include (a) available credit faculties with the FHLB of $350.0
million, (b) $265.4 million in unpledged securities available to be placed in
reverse repurchase agreements or sold, (c) available credit facilities at the
Federal Reserve Bank of $100 million and the ability under Federal Regulations
to borrow $125 million through the use of brokered CDs.
CONTINGENT OR POTENTIAL USES OF FUNDS
The Bank had unfunded loans totaling $24.6 million and $3.4 million at
March 31, 2000 and December 31, 1999, respectively. Additionally, unused lines
of credit related to credit card loans and other credit lines totaled $86.1
million and $83.8 million at March 31, 2000 and December 31, 1999, respectively.
24
LIQUIDITY
The regulatory required average daily balance of liquid assets is 4% of the
liquidity base, which is based on a quarterly average. The Bank's quarterly
average regulatory liquidity ratio was 17.81% and 17.36% for the quarters ended
March 31, 2000 and 1999, respectively.
HOLDING COMPANY LIQUIDITY
At March 31, 2000, Bank Plus had cash and cash equivalents of $0.6 million.
Bank Plus has no material potential cash producing operations or assets other
than its investments in Fidelity and Gateway. Accordingly, Bank Plus is
substantially dependent on dividends from Fidelity and Gateway in order to fund
its cash needs, including its payment obligations on the $51.5 million senior
notes.
During the quarter, the Company made its scheduled interest payment on its
Senior Notes. The funds for the remaining interest payments in 2000 is expected
to be provided by preferred stock dividends from the Bank and currently
projected liquidity at the holding company. The Bank has an understanding with
the OTS which permits the payment of dividends on the Bank's preferred stock so
long as the Bank remains at least adequately capitalized for regulatory
purposes. The understanding with the OTS does not constrain the OTS from
restricting future dividend payments based on safety and soundness
considerations or future examination findings, and no assurance can therefore be
given that the OTS will permit future dividend payments by Fidelity to Bank
Plus. The Bank has received no indication from the OTS that it will object to
the continued payment of preferred dividends.
ASSET/LIABILITY MANAGEMENT AND MARKET RISK
The objective of asset/liability management is to maximize the net income
of the Company while controlling interest rate risk exposure. Banks and savings
institutions are subject to interest rate risk when assets and liabilities
mature or reprice at different times (duration risk), against different indices
(basis risk) or for different terms (yield curve risk). The decision to control
or accept interest rate risk can only be made with an understanding of the
probability of various scenarios occurring. Having liabilities that reprice more
quickly than assets is beneficial when interest rates fall, but may be
detrimental when interest rates rise.
25
The following table sets out the maturity and rate sensitivity of the
interest-earning assets and interest-bearing liabilities as of March 31, 2000.
"Gap," as reflected in the table, represents the estimated difference between
the amount of interest-earning assets and interest-bearing liabilities repricing
during future periods based on certain assumptions, including those stated in
the notes to the table.
MATURITY AND RATE SENSITIVITY ANALYSIS
AS OF MARCH 31, 2000
MATURITY OR REPRICING
---------------------------------------------------------------------
WITHIN 3 4-12 1-5 6-10 OVER 10
MONTHS MONTHS YEARS YEARS YEARS TOTAL
----------- ------------ ---------- --------- ---------- -----------
(DOLLARS IN THOUSANDS)
Interest-earning assets:
Cash and cash equivalents.............. $ 99,161 $ -- $ -- $ -- $ -- $ 99,161
FHLB stock (1)......................... 31,572 -- -- -- -- 31,572
MBS (1)................................ 57,576 2,032 -- -- 225,796 285,404
Loans receivable:
ARMs................................. 1,419,641 214,777 50,275 5,715 1,707 1,692,115
Fixed rate loans..................... 24,064 62,881 4,150 11,809 111,843 214,747
----------- ------------ ---------- --------- ---------- -----------
Total gross loans receivable....... 1,443,705 277,658 54,425 17,524 113,550 1,906,862
----------- ------------ ---------- --------- ---------- -----------
Total interest-earning assets............ 1,632,014 279,690 54,425 17,524 339,346 2,322,999
=========== ============ ========== ========= ========== ===========
Interest-bearing liabilities:
Deposits:
Checking and savings accounts (3).... 382,489 -- -- -- -- 382,489
Money market accounts (3)............ 49,682 -- -- -- -- 49,682
Fixed maturity deposits:
Retail customers................... 353,473 1,022,698 404,528 342 -- 1,781,041
Wholesale customers................ -- -- -- -- -- --
----------- ------------ ---------- --------- ---------- -----------
Total deposits................... 785,644 1,022,698 404,528 342 -- 2,213,212
----------- ------------ ---------- --------- ---------- -----------
Borrowings:
FHLB advances........................ 6,000 -- -- -- 6,000
Other................................ -- -- -- 51,478 -- 51,478
----------- ------------ ---------- --------- ---------- -----------
Total borrowings................... 6,000 -- -- 51,478 -- 57,478
----------- ------------ ---------- --------- ---------- -----------
Total interest-bearing liabilities....... 791,644 1,022,698 404,528 51,820 -- 2,270,690
----------- ------------ ---------- --------- ---------- -----------
Repricing Gap............................ $ 840,370 $ (743,008) $(350,103) $(34,296) $ 339,346
=========== ============ ========== ========= ==========
Gap to total assets...................... 35.40% (31.30)% (14.75)% (1.44)% 14.30%
Cumulative Gap to Total Assets........... 35.40% 4.10% (10.65)% (12.09)% 2.21%
- -------------------
(1) Repricings shown are based on the contractual maturity or repricing
frequency of the instrument.
(2) ARMs are primarily in the shorter categories as they are subject to
interest rate adjustments.
(3) These liabilities are subject to daily adjustments and are therefore
included in the "Within 3 Months" category.
26
The Company manages interest rate risk by, among other things, maintaining
a portfolio consisting primarily of ARM loans. Interest sensitive assets provide
the Company with a degree of long-term protection from rising interest rates.
ARM loans comprised 93% of the total mortgage loan portfolio at March 31, 2000
and 83% of the mortgage portfolio is indexed to the FHLB Eleventh District Cost
of Funds Index ("COFI"). The Company's liabilities reprice generally in line
with the cost of funds of institutions which comprise the FHLB Eleventh
District. In the Company's case, the lag between the repricing of its
liabilities and its ARM loans indexed to COFI is approximately four months.
Thus, in a rising rate environment there will be upward pressure on rates paid
on deposit accounts and wholesale borrowings, and the Company's net interest
income will be adversely affected until the majority of its interest-earning
assets fully reprice. Conversely, in a falling interest rate environment, net
interest income will be positively affected.
Analysis of the Gap provides only a static view of the Company's interest
rate sensitivity at a specific point in time. The actual impact of interest rate
movements on the Company's net interest income may differ from that implied by
any Gap measurement. The actual impact on net interest income may depend on the
direction and magnitude of the interest rate movement, as well as competitive
and market pressures.
MARKET RISK
The Bank's Asset Liability Committee ("ALCO"), which includes senior
management representatives, monitors and considers methods of managing the rate
and sensitivity repricing characteristics of the balance sheet components
consistent with maintaining acceptable levels of changes in net portfolio value
("NPV") and net interest income. A primary purpose of the Company's
asset/liability management is to manage interest rate risk to effectively invest
the Company's capital and to preserve the value created by its core business
operations. As such, certain management monitoring processes are designed to
minimize the impact of sudden and sustained changes in interest rates on NPV and
net interest income. There has been no significant change in interest rate risk
since December 31, 1999.
27
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
ADC CREDIT CARD LITIGATION
Approximately 100 lawsuits, on behalf of approximately 200 individual
plaintiffs, and two purported class actions, are pending in state and federal
courts in the State of Alabama against Fidelity and, in most instances, ADC,
Bank Plus, and various manufacturers and distributors of consumer products. In
addition, the Bank and Bank Plus have been sued in three cases in state court in
the State of Mississippi on behalf of 62 individual plaintiffs (the Mississippi
cases was removed to Federal Court in that state and has since been settled),
and the Bank has been sued in a state court in the State of West Virginia on
behalf of one individual plaintiff (the West Virginia case has been removed to a
Federal Court in that state). All of these cases arise out of the affinity
credit card program between the Bank and ADC in which independent third-party
direct marketers sold consumer products and concurrently offered consumers an
opportunity to apply for a credit card arranged by ADC and issued by the Bank
which was then used to pay for the products.
During the past several years, the press has widely reported certain
industry related concerns which also affect the Bank. Some of these concerns
involve the amount of litigation instituted against banks, finance companies and
insurance companies who have operated in the State of Alabama and the large
punitive damage awards obtained from juries in that state. Like other companies
in this industry, the Company is involved in a number of lawsuits in Alabama,
many of which relate to the financing of consumer products, primarily vacuum
cleaners, under the ADC program. The Bank discontinued financing such consumer
products under the ADC program in early 1999. The judicial climate in Alabama is
such that the outcome of all such cases is unpredictable.
The plaintiffs in the litigation are cardholders who allege, generally,
that misrepresentations were made to them by third party sales people in
connection with their purchases of the consumer products and applications for
credit card accounts, including misrepresentations with respect to the nature
and cost of financing such purchases through credit cards issued by the Bank.
The Bank believes that it has substantial legal and factual defenses to these
claims in that it did not control, direct, or otherwise have any dealings with
the sales people who allegedly made such misrepresentations, and the financing
and other terms of the credit cards were fully disclosed verbally and in writing
to cardholders by the Bank. The Bank also believes that the majority of the
plaintiffs claims are subject to adjudication under federal laws.
Not withstanding the Company's defenses, the Company has negotiated
agreements in principle to settle the various individual and purported class
action lawsuits filed in Alabama relating to the ADC credit card portfolio and
is pursuing similar negotiations in Mississippi. The Company recorded a $4.0
million charge in the first quarter which represents the estimated settlement
costs. The settlements are subject to the execution of definitive settlement
agreements by the parties involved, confirmation by the various courts having
jurisdiction over these cases and approval or non-objection by the OTS. There
can be no assurance that (i) settlement agreements acceptable to the Company
will be executed, (ii) the settlements will be confirmed by the courts, (iii)
the settlements will be acceptable to the OTS and (iv) new lawsuits of a similar
nature will not be filed in the future.
The Bank is a third-party beneficiary of agreements in which ADC and the
distributors of the consumer products agreed to indemnify and defend the Bank
against potential claims relating to the program. The Bank believes that the
claims of the plaintiffs are within the scope of the indemnity and defense
covenants, and the Bank has demanded that ADC and the distributors indemnify the
Bank and provide a defense. Although ADC had been fulfilling its indemnification
obligations, it recently ceased payment of the Bank's costs of defense and
indicated that it does not have the funds to continue to honor its indemnity
obligations. Thus far the distributors have either not responded to the Bank's
demands for indemnity and defense, denied such demands, or declined to respond
until such time as the distributors have had additional opportunity to
investigate the claims.
28
NATIONWIDE CAPITAL COMPANY LLC CREDIT CARD LITIGATION
In November 1997, the Bank entered into a credit card marketing
relationship with MMG pursuant to which MMG was to solicit members of certain
agreed-upon affinity groups to become credit card holders. The Bank was to
contract for the provision of or provide credit card servicing and other related
functions. MMG and the Bank were to share equally in program profits and losses.
In late summer and fall of 1998, disputes arose between the parties. These
disputes were resolved in an arbitration proceeding in Los Angeles entitled IN
THE MATTER OF ARBITRATION BETWEEN FIDELITY FEDERAL BANK AND MMG DIRECT, INC.,
American Arbitration Association No. 72 147 01072 98.
As a part of the affinity credit card marketing program with MMG, the Bank
entered into an agreement with Nationwide Capital Company, L.L.C.
("Nationwide"), which purported to have arrangements with automobile dealers
through which dealer-branded credit cards would be issued to customers of the
dealers. The Nationwide contract expressly provided that it could be terminated
by the Bank upon termination of the Bank's contract with MMG.
MMG had filed litigation against Fidelity in Texas state court which was
superseded by the arbitration. MMG later agreed to dismiss that litigation. But
before it did so, Nationwide intervened in the litigation. On November 30, 1999,
Nationwide filed a plea in intervention against the Bank in the District Court,
116th Judicial District, Dallas County, Texas, Cause No. DV-99-01269, entitled
Nationwide Capital Company, L.L.C., Plaintiff/Intervenor v. Fidelity Federal
Bank, F.S.B., Third Party Defendant. In that action, Nationwide alleges that the
Bank wrongfully interfered with Nationwide's contracts with MMG and with certain
automobile dealers. Nationwide seeks unspecified actual and exemplary damages.
The Bank filed a motion to strike the plea in intervention and to compel
Nationwide to arbitrate its disputes with the Bank pursuant to the terms of its
contract with the Bank. That motion was denied by the Texas Court on March 23,
2000. The Company has filed a timely appeal and an application for a writ of
mandamus to overturn that decision. The appeal and writ of mandamus have been
consolidated in a single appellate proceeding. The Company sought and received
from the Texas state court a stay of all proceedings pending the outcome of that
appellate proceeding.
The Bank has also filed an action against Nationwide in the Federal
District Court for the Central District of California styled Fidelity Federal
Bank, A Federal Savings Bank, Petitioner v. Nationwide Capital Co., L.L.C.,
Respondent, Case No. 99-13428AHM, seeking to compel Nationwide to arbitrate its
disputes with the Bank. The Company's motion to compel arbitration under this
petition is fully briefed and awaiting determination. The Bank believes that
Nationwide's claims against it are arbitable and without merit, and the Bank
intends to defend itself vigorously.
PURPORTED CLASS ACTION LITIGATION
On October 19, 1998, a purported class action was filed against Bank Plus
and its current and immediately preceding chief executive officers. The case was
originally entitled Howard Gunty Profit Sharing Plan, both individually and on
behalf of all others similarly situated, Plaintiffs v. Richard M. Greenwood,
Mark K. Mason, Bank Plus Corporation, and Does I through 50, inclusive,
Defendants, Los Angeles Superior Court, Central Judicial District, Case No.
BC199336 ("Gunty I"). This action originally alleged that Bank Plus failed to
make adequate public disclosure concerning losses in the Bank's credit card
operations during the period from August 14, 1998 (when the Company filed its
quarterly report on Form l0-Q for the 1998 second quarter) through September 22,
1998 (when the Company issued a press release concerning its credit card
losses). An amended complaint was filed in the Los Angeles Superior Court,
Central Judicial District, Case No. BC199336, entitled Howard Gunty Profit
Sharing Plan and Robert E. Yelin, both individually and on behalf of the Yelin
Family Trust U/A, both individually and on behalf of all others similarly
situated, Plaintiffs, v. Richard M. Greenwood, Mark K. Mason, Bank Plus
Corporation, and Does 1 through 50, inclusive ("Gunty II"). The amended
complaint purports to expand the class period to extend from March 30, 1998
through September 22, 1998. The complaint includes claims for negligent
misrepresentation, common law fraud, statutory fraud and violations of the
California Corporations Code.
29
Plaintiffs filed a motion for class certification in the Gunty II case.
Bank Plus and the individual defendants filed an opposition challenging the
suitability of the proposed representative plaintiff to act as such and further
asserting that all claims aside from those on file in the original Gunty II
complaint are preempted by Federal law under the Securities Litigation Uniform
Standards Act. On May 3, 2000, the Court ruled that the proposed representative
plaintiff, The Howard Gunty Profit Sharing Plan, was not typical of the
purported class and not adequate as a class representative and thus not suitable
to represent the purported class. The Court continued plaintiffs' motion to
certify a class in order to allow plaintiffs to propose a different class
representative. The Court deferred ruling on the other aspects of Bank Plus'
opposition. Bank Plus believes that the claims lack merit and that it has
significant substantive defenses and it intends to defend vigorously against
plaintiffs' claims.
DURGA MA ARBITRATION
In April 1998, the Bank entered into two Private Label Credit Card
Agreements with Durga Ma, a New Jersey corporation, doing business as Diamond
Way International. One of those agreements contemplated issuing credit cards to
Durga Ma's jewelry customers; the other contemplated issuing cards to customers
of independent jewelry retailers selected by Durga Ma. According to the
agreements, the Bank would issue credit cards to customers whose applications
were approved by the Bank. The Bank would have the exclusive right to issue
credit cards bearing the name of Durga Ma or Diamond Way International to
qualified customers. The agreements provided that Bank would own the cards and
pay to Durga Ma 2.0% of finance charges collected. Durga Ma would be responsible
for developing, printing and distributing marketing materials. The agreements
call for binding arbitration in the event of disputes.
In October 1999, Durga Ma invoked binding arbitration subsequent to the
Bank's decision not to issue credit cards under the agreement. Durga Ma alleges
"breach of contract and fraud" and claims damages in the amount of $5.0 million.
The Bank intends to defend itself vigorously in the arbitration.
INTERNET CASINO LITIGATION
The Bank and Mastercard International, Inc. have been named as defendants
in a purported class action filed July 27, 1999 in the United States District
Court for the Middle District of Alabama, entitled Evelyn L. Brown, on behalf of
herself and all others similarly situated vs. Mastercard International, Inc. and
Fidelity Federal Bank, Civil Action Case No. CV 99-A-788-N. The plaintiff
alleges that she placed bets through a gambling site on the internet. The
internet site instructed her to open an account by entering her credit card
number. By this means, the plaintiff's gambling expenses incurred on the
internet site were charged to a Mastercard issued to the plaintiff by the Bank.
The plaintiff alleges that, in allowing its credit card to be used for illegal
gambling, the Bank violated a variety of Federal and State statutes, including
the Wire Act (18 U.S.C. Section 1084(a)), the Travel Act (18 U.S.C. Section
1952), a Federal statute that specifically prohibits conducing an illegal
gambling business (18 U.S.C. Section 1955), the Racketeer Influenced and Corrupt
Organizations Act ("RICO")(18 U.S.C. Section 1962(c) and 1964(a)), and a number
of Alabama statutes. The plaintiff seeks certification of a class, declaratory
relief voiding her credit card charges, unspecified compensatory damages, triple
exemplary damages under RICO, punitive damages, and attorneys fees and costs.
The Bank and Mastercard have filed motions to dismiss the case. The Bank
believes that it should not have liability and has substantial legal defenses to
the lawsuit and the Bank intends to defend itself vigorously.
This lawsuit is substantially similar to a number of lawsuits filed around
the country against credit card issuers, Mastercard, and Visa. The plaintiff
sought to have the lawsuit consolidated with similar lawsuits in a Federal court
in New York. On March 1, 2000, the Judicial Panel on Multidistrict Litigation
consolidated the case with several others and ordered that these cases be
transferred to the U.S. District Court for the Eastern District of Louisiana.
30
FIRST ALLIANCE MORTGAGE COMPANY
In 1997, Fidelity entered into a series of agreements with FAMCO and its
affiliates to establish a secured credit card program (the "Program"). Under the
agreements, Fidelity serves as issuer and owner of the Program accounts and is
responsible for the risk management associated with the extension of credit.
FAMCO is responsible for marketing and processing applications and servicing the
accounts originated under the Program. FAMCO also provides credit enhancements
to guarantee full repayment of the Program receivables in the event of
cardholder defaults and, in exchange, has the right to purchase the outstanding
receivables at par and receives all revenues, net of expenses and funding costs
paid to Fidelity, from the Program. FAMCO is required to fund a cash collateral
account as part of the credit enhancement. As of March 31, 2000, total
receivables outstanding under the Program were $15.5 million, of which 18.8%
were delinquent, and the balance of the cash collateral account was $2.8
million.
On February 25, 2000, Fidelity delivered to FAMCO formal notice that the
agreements pertaining to the Program have expired, and a demand that FAMCO
fulfill all of its obligations under the agreements upon and after termination,
including an obligation to purchase, or cause a designee to purchase, from
Fidelity, at par, all of the outstanding accounts and related receivables
generated under the Program.
Also on February 25, 2000, Fidelity filed with the American Arbitration
Association in Los Angeles, California a formal demand for arbitration. The
arbitration proceeding is designated Fidelity Federal Bank, FSB v. First
Alliance Acceptance Corp. and First Alliance Mortgage Corp., File No. 72 148 226
00. The arbitration demand alleged that a dispute exists between the parties
because FAMCO contends that it has no obligation to comply with Fidelity's
demand that FAMCO purchase, or cause a designee to purchase, from Fidelity, at
par, all of the outstanding accounts and related receivables generated under the
Program.
On March 23, 2000, FAMCO and its affiliates filed a voluntary petition
under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court,
Central District of California, Case No. SA 00-12370 LR. The bankruptcy
proceeding had the effect of staying the arbitration and any other action by
Fidelity to enforce FAMCO's obligations. It also had the effect of suspending
the monthly settlements with FAMCO pursuant to which FAMCO had previously been
performing its credit enhancement obligations. Fidelity has filed proofs of
claim in the bankruptcy proceeding relating both to FAMCO's failure to purchase
the accounts and FAMCO's suspension of performance of its credit enhancement
obligations.
FAMCO has listed Fidelity as one of its 20 largest unsecured creditors,
and Fidelity is represented on FAMCO's unsecured creditors' committee.
Subject to the constraints of applicable bankruptcy law, Fidelity intends
to mitigate its damages, pursue vigorously its rights and remedies to recover
amounts owed by FAMCO, and seek recourse to the cash collateral to recover any
shortfall. Among other strategies, Fidelity is currently exploring the potential
sale of the portfolio to mitigate its damages. To the extent that the carrying
value of the portfolio may exceed the potential sale proceeds, Fidelity would
assert a claim against FAMCO's bankruptcy estate for the deficiency. However,
there is substantial uncertainty as to Fidelity's success in mitigating damages,
the ability of FAMCO to pay the claims of its creditors, the timing and amount
of distributions that may be made by FAMCO to its creditors, the recourse of
Fidelity to the cash collateral to cover any shortfall in the performance by
FAMCO of its obligations, and the sufficiency of the cash collateral to cover
such a shortfall.
31
OTHER MATTERS
In the course of its current compliance examination of the Bank, the OTS
has raised concerns regarding the Bank's credit card operations, principally
with respect to the credit card origination, servicing and collection activities
of third parties under contracts that have been terminated or are in the process
of winding down. While these third parties were required to satisfy regulatory
requirements applicable to their respective functions, it is possible that the
Bank may be held responsible for violations by these third parties. The Bank has
responded to preliminary issues raised by the OTS, but the OTS has not issued
its final report. The Bank is therefore, uncertain as to the OTS' ultimate
determinations on these issues, and possible resulting regulatory actions or
sanctions may have a material adverse effect on the financial condition or
results of operations of the Company.
The legal responsibility and financial exposure with respect to some of
the foregoing claims and other matters presently cannot be reasonably
ascertained and, accordingly, there is a risk that the outcome of one or more of
these outstanding claims or matters could result in a material adverse effect on
the financial condition or results of operations of the Company.
In the normal course of business, the Company and certain of its
subsidiaries have a number of other lawsuits and claims pending. Although there
can be no assurance, the Company believes that none of these other lawsuits or
claims will have a material adverse effect on the financial condition or
business of the Company.
32
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the annual meeting of stockholders held on April 26, 2000, the
stockholders elected Irving R. Beimler, Steven M. Ellis and Jeffrey E. Susskind
to the Board of Directors of Bank Plus to serve for three year terms and Thomas
E. King was elected to the Board of Directors of Bank Plus to serve a two year
term. The seating of Messrs. Ellis, King and Susskind on the Board was subject
to approval or non-objection by the OTS, which is still pending as of the date
hereof. Of the 19,441,866 share of Common Stock outstanding as of the record
date, March 23, 2000, the following indicates the number of votes cast for and
withheld:
NUMBER OF VOTES
--------------------------
FOR WITHHELD
----------- -----------
Election of Directors
Irving R. Beimler...................................... 17,823,531 577,398
Steven M. Ellis........................................ 17,886,281 514,648
Thomas E. King......................................... 17,886,233 514,696
Jeffrey E. Susskind.................................... 17,886,233 514,696
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
EXHIBIT
NO. DESCRIPTION
------- -----------------------------------------------------------------
3.1 Certificate of Incorporation of Bank Plus Corporation
(Incorporated by reference to Exhibit 3.1 to the Form 8-B).*
3.2 Amended and Restated Bylaws of Bank Plus Corporation
(incorporated by reference to Exhibit 5 to the current report on
Form 8-K filed with the SEC on March 30, 1999).*
3.3 Certificate of Designations of Series C Junior Participating
Cumulative Preferred Stock (Par Value $.01 per share) of Bank
Plus Corporation.*
4.1 Specimen of Common Stock Certificate (incorporated by reference
to Exhibit 4.1 to the Form 8-B).*
4.2 Indenture dated as of July 18, 1997, between Bank Plus
Corporation and The Bank of New York, as trustee relating to the
12% Senior Notes due July 18, 2007, of Bank Plus Corporation
(incorporated by reference to Exhibit 4.4 of the Registration
Statement on Form S-8 of Bank Plus filed on September 4, 1997).*
4.3 Form of Amended and Restated Rights Agreement, dated as of March
26, 1999, between Bank Plus and American Stock Transfer & Trust
Company, as Rights Agent (incorporated by reference to Exhibit 4
to the current report on Form 8-K filed with the SEC on March 30,
1999).*
10.1 Limited Liability Company Agreement of American General Gateway
Services, L.L.C. dated as of January 1, 1999 between VALIC and
Gateway (incorporated by reference to Exhibit 10.45 to the annual
report on Form 10-k for the year ended December 31, 1998).*
10.2 Form of 1999 Nonemployee Director Stock Option Agreement between
the Company and certain nonemployee directors.*
10.3 Stock Option Agreement between the Company and James E. Stutz
dated July 28, 1999.*
10.4 Service Agreement dated as of October 14, 1999 between Fidelity
and First Data Resources Inc.*
10.5 Agreement for Information Technology Services dated as of
December 3, 1999 between Fidelity and Electronic Data Systems
Corporation and Electronic Data Systems Corporation Information
Services L.L.C.*
33
EXHIBIT
NO. DESCRIPTION
------- -----------------------------------------------------------------
10.6 Agreement to Purchase Assets and Assume Liabilities dated as of
February 7, 2000 by and between Fidelity and First Federal Bank
of California.*
10.7 Mortgage Loan Purchase Agreement dated as of February 7, 2000 by
and between Fidelity and First Federal Bank of California.*
10.8 Agreement to Purchase Assets and Assume Liabilities dated as of
February 3, 2000 by and between Fidelity and Jackson Federal
Bank.*
27. Financial Data Schedule.
- -----------------
* Indicates previously filed documents.
REPORTS ON FORM 8-K
A current report on Form 8-K was filed with the SEC on April 6, 2000
reporting on Item 5 "Other Events" reporting the execution of standstill
agreements with two groups of stockholders.
34
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
BANK PLUS CORPORATION
Registrant
Date: May 12, 2000 /s/ Mark K. Mason
----------------------------------------
Mark K. Mason
PRESIDENT AND CHIEF EXECUTIVE OFFICER;
VICE CHAIRMAN OF THE BOARD
(PRINCIPAL EXECUTIVE OFFICER)
Date: May 12, 2000 /s/ John M. Michel
----------------------------------------
John M. Michel
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL OFFICER)
35