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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 June 30, 2001
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
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 August 1, 2001, Registrant had outstanding 19,441,139 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
June 30, 2001 and December 31, 2000............................... 1
Consolidated Statements of Operations for the quarters and six
months ended June 30, 2001 and 2000............................... 2
Consolidated Statements of Comprehensive Income for the quarters
and six months ended June 30, 2001 and 2000....................... 4
Consolidated Statements of Cash Flows for the quarters and
six months ended June 30, 2001 and 2000........................... 5
Notes to Consolidated Financial Statements .......................... 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations......................................... 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................................... 24
Item 4. Submission of Matters to a Vote of Security Holders................. 30
Item 6. Exhibits and Reports on Form 8-K.................................... 30
a. Exhibits...................................................... 30
b. Reports on Form 8-K........................................... 32
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)
JUNE 30, DECEMBER 31,
2001 2000
------------ ------------
ASSETS:
Cash and cash equivalents ..................................................... $ 152,978 $ 223,681
Mortgage-backed securities ("MBS") available for sale ("AFS"), at fair value.. 379,007 243,961
Loans receivable, net of allowances for estimated loan losses of $9,814 and
$10,135 at June 30, 2001 and December 31, 2000, respectively ................ 1,542,414 1,649,776
Net assets of discontinued operations, at estimated disposition value ......... 6,441 7,498
Investment in Federal Home Loan Bank ("FHLB") stock ........................... 20,047 25,631
Premises and equipment ........................................................ 25,375 27,510
Other assets .................................................................. 32,785 34,264
------------ ------------
Total Assets ..................................................................... $ 2,159,047 $ 2,212,321
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY:
Liabilities:
Deposits .................................................................... $ 2,021,256 $ 2,075,792
Senior notes ................................................................ 51,478 51,478
Other liabilities ........................................................... 16,818 19,126
------------ ------------
Total Liabilities ........................................................ 2,089,552 2,146,396
------------ ------------
Commitments and contingencies
Minority interest ............................................................. 272 272
Stockholders' equity:
Common stock:
Common stock, par value $.01 per share; 78,500,000 shares authorized;
19,476,696 and 19,470,400 shares outstanding
at June 30, 2001 and December 31, 2000, respectively ................... 195 195
Paid-in capital .......................................................... 275,706 275,306
Accumulated other comprehensive loss ........................................ (1,258) (3,036)
Accumulated deficit ......................................................... (205,420) (206,812)
------------ ------------
Total Stockholders' Equity ............................................... 69,223 65,653
------------ ------------
Total Liabilities and Stockholders' Equity ....................................... $ 2,159,047 $ 2,212,321
============ ============
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 JUNE 30, SIX MONTHS ENDED JUNE 30,
--------------------- ---------------------
2001 2000 2001 2000
--------- --------- --------- ---------
Interest Income:
Loans ..................................................... $ 31,249 $ 32,335 $ 64,046 $ 68,596
MBS ....................................................... 4,181 4,703 9,130 9,921
Investment securities and other ........................... 2,574 2,763 5,150 4,817
--------- --------- --------- ---------
Total interest income ................................... 38,004 39,801 78,326 83,334
--------- --------- --------- ---------
Interest Expense:
Deposits .................................................. 23,289 25,032 47,896 52,311
Other borrowings .......................................... 1,567 1,573 3,137 3,325
Interest allocated to discontinued operations ............. (86) (1,333) (180) (3,223)
--------- --------- --------- ---------
Total interest expense .................................. 24,770 25,272 50,853 52,413
--------- --------- --------- ---------
Net interest income .......................................... 13,234 14,529 27,473 30,921
Provision for estimated loan losses .......................... -- (1,500) -- (958)
--------- --------- --------- ---------
Net interest income after provision for estimated
loan losses ............................................... 13,234 16,029 27,473 31,879
--------- --------- --------- ---------
Noninterest Income:
Fee income from the sale of investment products ........... 1,504 1,731 3,084 3,737
Fee income from deposits and other fee income ............. 701 684 1,342 1,497
Loan fee income ........................................... 592 716 1,211 1,532
Gain on sales of branches, net ............................ -- 4,737 -- 24,314
Other income .............................................. 73 50 341 158
Real estate operations, net ............................... 15 192 39 61
--------- --------- --------- ---------
Total noninterest income ................................ 2,885 8,110 6,017 31,299
--------- --------- --------- ---------
Operating Expense:
Personnel and benefits .................................... 9,234 9,736 18,986 19,561
Occupancy ................................................. 2,754 3,437 5,513 6,944
Federal Deposit Insurance Corporation ("FDIC") insurance .. 1,325 1,389 2,654 2,987
Professional services ..................................... 2,172 2,189 3,595 4,864
Office-related expenses ................................... 731 1,048 1,488 2,120
Other ..................................................... 825 1,212 1,513 2,057
Expenses allocated to discontinued operations ............. (97) (922) (202) (2,032)
--------- --------- --------- ---------
Total operating expense ................................. 16,944 18,089 33,547 36,501
--------- --------- --------- ---------
(Loss) earnings from continuing operations before income
taxes and minority interest ............................... (825) 6,050 (57) 26,677
Income tax benefit ........................................... -- -- (1,461) --
--------- --------- --------- ---------
(Loss) earnings from continuing operations before
minority interest ......................................... (825) 6,050 1,404 26,677
Minority interest in subsidiary .............................. 7 7 14 14
--------- --------- --------- ---------
(Loss) earnings from continuing operations ................... (832) 6,043 1,390 26,663
--------- --------- --------- ---------
Discontinued Operations:
Earnings (loss) from operations ........................... -- 66 -- (7,344)
Loss on disposal .......................................... -- (27,944) -- (60,344)
--------- --------- --------- ---------
Net (loss) earnings .......................................... $ (832) $(21,835) $ 1,390 $(41,025)
========= ========= ========= =========
(CONTINUED)
See notes to consolidated financial statements.
2
BANK PLUS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS -- CONTINUED
QUARTER ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
--------------------------- ---------------------------
2001 2000 2001 2000
------------ ------------ ------------ ------------
EARNINGS (LOSS) PER SHARE:
Continuing operations:
Basic.................................................... $ (0.04) $ 0.31 $ 0.07 $ 1.37
Diluted.................................................. (0.04) 0.31 0.07 1.37
Discontinued operations:
Basic ................................................... -- (1.43) -- (3.48)
Diluted.................................................. -- (1.43) -- (3.48)
Total:
Basic.................................................... (0.04) (1.12) 0.07 (2.11)
Diluted.................................................. (0.04) (1.12) 0.07 (2.11)
Weighted average common shares outstanding:
Basic.................................................... 19,476,696 19,470,400 19,476,696 19,470,400
Diluted.................................................. 19,476,696 19,488,210 19,907,724 19,483,079
See notes to consolidated financial statements.
3
BANK PLUS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(DOLLARS IN THOUSANDS)
QUARTER ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
----------------------- -----------------------
2001 2000 2001 2000
---------- ---------- ---------- ----------
Net (loss) earnings ...................................... $ (832) $ (21,835) $ 1,390 $ (41,025)
Other comprehensive earnings:
MBS AFS unrealized holding gains for the period, net .. 131 113 1,778 450
---------- ---------- ---------- ----------
Comprehensive (loss) earnings ............................ $ (701) $ (21,722) $ 3,168 $ (40,575)
========== ========== ========== ==========
See notes to consolidated financial statements.
4
BANK PLUS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
QUARTER ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
----------------------- -----------------------
2001 2000 2001 2000
---------- ---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) earnings .................................... $ (832) $ (21,835) $ 1,390 $ (41,025)
Net loss from discontinued operations and
loss on disposal ..................................... -- 27,878 -- 67,688
---------- ---------- ---------- ----------
(Loss) earnings from continuing operations ............. (832) 6,043 1,390 26,663
Adjustments to reconcile (loss) earnings from continuing
operations to net cash by operating activities:
Provisions for estimated loan and real
estate losses ................................... (8) (1,511) (8) (958)
Net gains on sale of loans and securities ......... -- -- -- (1)
FHLB stock dividends .............................. (388) (582) (813) (1,015)
Depreciation and amortization ..................... 1,516 1,760 3,100 3,450
Accretion of premiums, net deferred loan fees
and amortization of discounts ................... 1,033 784 1,637 1,186
Deferred income tax benefit ....................... 32 -- (1,680) --
Gain on sale of deposits .......................... -- (4,737) -- (24,314)
Proceeds from sale of FHLB stock ....................... 6,448 7,491 6,448 7,491
Interest receivable decrease (increase) ................ 585 (451) 1,481 799
Other assets (increase) decrease ....................... 1,768 610 1,348 (2,540)
Interest payable increase (decrease) ................... 12 (248) (39) (122)
Other liabilities increase (decrease) .................. 3,804 4,728 (1,869) 16,192
---------- ---------- ---------- ----------
Net cash provided by operating activities ............ 13,970 13,887 10,995 26,831
---------- ---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of MBS AFS .................................... (139,823) -- (227,399) --
Principal repayments of MBS AFS ........................ 29,674 30,544 45,662 65,353
Proceeds from sales of MBS AFS ......................... -- -- 47,478 --
Loans receivable, net decrease ......................... 57,283 28,856 106,985 63,165
Proceeds from sales of real estate ..................... 202 644 482 1,927
(Purchases) dispositions of premises and equipment ..... (82) 5,411 (7) 2,776
---------- ---------- ---------- ----------
Net cash (used in) provided by investing activities .. (52,746) 65,455 (26,799) 133,221
---------- ---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Demand deposits and savings, net decrease .............. (16,074) (10,841) (13,253) (5,109)
Certificate accounts, net decrease ..................... (20,599) (4,306) (41,283) 34,907
Cash used to fund sale of deposits...................... -- (76,406) -- (135,555)
Proceeds from FHLB advances ............................ -- -- -- 6,000
Repayments of FHLB advances ............................ -- (6,000) -- (26,000)
---------- ---------- ---------- ----------
Net cash used in financing activities ................ (36,673) (97,553) (54,536) (125,757)
Net cash (used in) provided by discontinued operations .... (539) 36,894 (363) 51,667
Net increase in cash and cash equivalents ................. (75,998) 18,683 (70,703) 85,962
Cash and cash equivalents at beginning of period .......... 228,966 156,806 223,681 89,527
---------- ---------- ---------- ----------
Cash and cash equivalents at end of period ................ $ 152,978 $ 175,489 $ 152,978 $ 175,489
========== ========== ========== ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid on deposits, advances and other
borrowings ........................................... $ 24,469 $ 26,474 $ 50,318 $ 54,997
Income tax (payments) refunds .......................... (228) (23) (218) 1
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:
Real estate acquired through foreclosure ............... 158 1,848 563 2,391
Stock awards and restricted stock issued ............... 221 -- 400 20
Sale of deposits funded by loans and other assets:
Deposits sold ........................................ -- 5,172 -- 278,982
Loans receivable ..................................... -- (93) -- (251,121)
Gain on sale of deposits.............................. -- (4,737) -- (24,314)
Fixed assets ......................................... -- (158) -- (2,451)
Other assets and liabilities ......................... -- (184) -- (1,096)
See notes to consolidated financial statements.
5
BANK PLUS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTER AND SIX MONTHS ENDED JUNE 30, 2001
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Bank Plus Corporation ("Bank Plus"), through its wholly-owned subsidiaries,
Fidelity Federal Bank, A Federal Savings Bank, and its subsidiaries
(collectively "Fidelity" or the "Bank"), and Gateway Investment Services, Inc.
("Gateway") a National Association of Securities Dealers, Inc. ("NASD")
registered broker/dealer, (collectively, the "Company"), offers a broad range of
consumer financial services, including demand and term deposits, loans and
uninsured investment products, including mutual funds and annuities. Fidelity
operates through 29 full-service branches which are located in the Southern
California counties of Los Angeles and Orange.
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 June 30, 2001 and
December 31, 2000, and the results of operations, statements of comprehensive
income and statements of cash flows for the quarter and six months ended June
30, 2001 and 2000. All significant intercompany transactions and balances have
been eliminated. Certain reclassifications have been made to prior years'
consolidated financial statements to conform to the 2001 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, 2000
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.
2. DISCONTINUED OPERATIONS
In July 2000, the Board of Directors adopted a plan to dispose of its
remaining credit card operations. As a result, the carrying values of the
remaining credit card portfolios and other assets have been reduced to their
estimated disposition values and the credit card operations are now reported as
discontinued operations in the Company's financial statements. The remaining
assets are expected to be disposed of through normal payoffs and sales.
Summarized balance sheet data for the discontinued operations is as follows:
JUNE 30, DECEMBER 31,
2001 2000
---------- ----------
(Dollars in thousands)
Credit card balances and other receivables, net ...... $ 4,405 $ 5,822
Other assets ......................................... 2,377 3,921
Other liabilities .................................... (341) (2,245)
---------- ----------
Net assets ........................................ $ 6,441 $ 7,498
========== ==========
Interest costs have been allocated to the discontinued operations based on
a rolling 12 month average of one-year fixed rate FHLB advances. Indirect
general and administrative expenses not specifically identifiable with either
the continuing operations or discontinued operations are allocated on the basis
of direct operating expenses. Expenses allocated to discontinued operations for
the quarter and six months ended June 30, 2001 were $0.1 million and $0.2
million, respectively.
6
BANK PLUS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTER AND SIX MONTHS ENDED JUNE 30, 2001
The net assets and results of operations of the credit card operations have
been reclassified in the consolidated financial statements for prior periods as
discontinued operations. In future periods, discontinued operations are not
expected to have a material impact on the consolidated results of operations.
3. EARNINGS (LOSS) PER SHARE
The reconciliation of the numerators and denominators used in basic and
diluted earnings (loss) per share ("EPS") follows for the periods indicated:
QUARTER ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
------------------------ ------------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------
Weighted average common shares outstanding:
Basic ......................................... 19,476,696 19,470,400 19,476,696 19,470,400
Effect of dilutive securities-- stock options.. -- 17,810 431,028 12,679
----------- ----------- ----------- -----------
Diluted ....................................... 19,476,696 19,488,210 19,907,724 19,483,079
=========== =========== =========== ===========
4. RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
Other Intangible Assets". SFAS No. 142 changes the accounting for goodwill from
an amortization method to an impairment-only approach. Amortization of goodwill,
including goodwill recorded in past business combinations, will cease upon
adoption of this statement. SFAS 142 is effective for fiscal years beginning
after December 15, 2001 to all goodwill and other intangible assets recognized
in an entity's statement of financial position at that date, regardless of when
those assets were initially recognized. The Company has not determined the
impact, if any, that this statement will have on its consolidated financial
position or results of operations.
As of June 30, 2001, the Company had goodwill and other intangible assets,
net of accumulated amortization, of $9.5 million, which would be subject to the
transitional assessment provisions of SFAS 142. Amortization expense related to
intangible assets was $0.5 million and $1.0 million for the quarter and six
months ended June 30, 2001, respectively.
7
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, 2000. 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; the impact of
changes in the availability or price of electrical or other forms of energy in
the Company's markets; 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; the impact of future actions by the United
States Department of Justice ("DoJ") on the Bank's financial condition or
regulatory status; actions by the Bank's regulators or other governmental
agencies having jurisdiction over the Bank that could adversely affect the
Bank's regulatory compliance status or capital levels; failure of regulatory
authorities to issue approvals or non-objections to material transactions
involving the Bank; 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
On June 2, 2001, Bank Plus entered into a definitive merger agreement with
FBOP Corporation, ("FBOP") under which Bank Plus will be acquired by FBOP. Under
the terms of the agreement FBOP will pay $7.25 per share in cash for Bank Plus
common stock. Subject to shareholder and regulatory approvals and the
satisfaction of certain other conditions, the merger is expected to close in the
fourth quarter of 2001. No assurances can be given that the merger will be
completed or, if completed, will be completed within that timeframe. At the 2001
annual meeting of stockholders, which has been called for September 12, 2001,
stockholders will be asked to vote upon the merger and to elect a slate of
directors pending the closing of the merger. The Company anticipates mailing the
definitive proxy statement to stockholders in August 2001. FBOP has advised the
Company that it expects to file its application for regulatory approval of the
proposed merger with the Board of Governors of the Federal Reserve System in
August 2001.
During the first quarter of 2001, the Office of Thrift Supervision ("OTS")
upgraded the status of the Bank and removed the "problem association" and
"troubled condition" designations. As a result, the Bank is no longer subject to
certain regulatory restrictions related to those designations.
At March 31, 2001, the Bank's regulatory capital status improved to "well
capitalized".
8
During the first quarter of 2001, the Bank was advised by the OTS that they
will not seek any further Bank corrective action in connection with the May 1999
Special Limited Compliance Examination of the Bank's discontinued credit card
operations ("Special Compliance Examination"). Additionally, in March 2001 the
OTS made a referral to the United States Department of Justice ("DoJ") for
review of certain fair lending compliance issues arising from the Special
Compliance Examination. The Bank believes that these issues primarily involve
the origination and collection activities of third parties with which the Bank
contracted regarding certain of its affinity credit card programs. Based upon
recent initial discussions with the DoJ it appears the DoJ may take the position
that the Bank has some liability for the actions of those third parties. No
assurance can be given that potential future actions by the DoJ would not have a
material adverse effect on the operations, financial condition or results of
operations of the Bank or the Company. The Company and the Bank believe that any
allegations of fair lending or other compliance violations by the Bank are
without merit and that the Bank has strong defenses against any such potential
allegations.
In July 2001, the Bank completed the sale of the Mall of America branch in
Bloomington, Minnesota, which had $8.9 million in deposits. The Bank's branch
office located in Corona del Mar will be closed when its lease expires in
September 2001 and all customer deposits, which totaled $36.6 million at June
30, 2001, will be transferred to its Newport Beach branch.
RESULTS OF OPERATIONS
SUMMARY
Loss from continuing operations was $0.8 million for the second quarter of
2001 as compared to earnings from continuing operations of $6.0 million in the
second quarter of 2000. Earnings from continuing operations for the six months
ended June 30, 2001 was $1.4 million as compared to $26.7 million for the
corresponding period in 2000. Comparison of earnings for these periods is
affected by the following unusual items:
o In the second quarter of 2001, the Company incurred merger related
expenses of $1.6 million.
o In the first quarter of 2001, the Company recorded income tax benefits
of $1.5 million.
o For the quarter and six months ended June 30, 2000, the Company
realized gains on sales of branches of $4.7 million and $24.3 million,
respectively.
Excluding merger related expenses, income tax benefits and gains on sales
of branches, earnings from continuing operations was $0.8 million and $1.5
million for the quarter and six months ended June 30, 2001, respectively, as
compared to $1.3 million and $2.4 million for the corresponding periods in 2000.
The decrease in earnings for the 2001 periods was the result of decreases in net
interest income, no recoveries of provisions for loan losses in 2001 and
decreases in noninterest income. The impact of these items was partially offset
by lower operating expenses.
As of June 30, 2001, the net assets of discontinued operations were $6.4
million and no income or loss from discontinued operations was realized during
the quarter and six months ended June 30, 2001.
CONTINUING OPERATIONS
Net interest income in the second quarter of 2001 decreased to $13.2
million from $14.5 million in the second quarter of 2000 primarily due to
decreases in the average balance of interest earning assets and in the net yield
on interest earning assets. The average balance of interest earning assets
decreased as a result of the sale of $82 million of deposits completed in the
second quarter of 2000. The net yield on interest earning assets was adversely
affected by a decrease in interest expense allocated to discontinued operations
and lower yields on investments and mortgage-backed securities resulting from
declining market interest rates. As compared to the corresponding period in
2000, net interest income for the six months ended June 30, 2001 decreased $3.4
million to $27.5 million primarily due to a decrease in interest earning assets
resulting from the sales of $415 million of deposits during the first six months
of 2000.
9
No provision for estimated loan losses was recorded for the quarter and six
months ended June 30, 2001, as compared to recoveries of $1.5 million and $1.0
million recorded during the quarter and six months ended June 30, 2000. The low
levels of provisions reflect the continuing strong asset quality trend in the
Bank's mortgage loan portfolio, with delinquency and real estate owned balances
remaining at historically low levels, and continuing decreases in classified
assets.
Excluding net gains on the sale of branches, noninterest income for the
quarter and six months ended June 30, 2001 decreased to $2.9 million and $6.0
million, respectively, from $3.4 million and $6.9 million in the corresponding
periods in 2000. During 2001, the Company realized lower investment product fees
and deposit fees as a result of the sale of branches completed during the first
six months of 2000.
Excluding merger related expenses, operating expenses for the quarter and
six months ended June 30, 2001 decreased $2.8 million and $5.3 million,
respectively, as compared to the corresponding periods in 2000 primarily due to
lower expenses as a result of the branch sales in 2000, lower information
systems expenses and the benefits of the Company's cost reduction efforts. The
branch sales reduced operating expenses by $1.2 million in 2001 as compared to
2000. The conversion to a new service bureau in May 2000 reduced information
systems costs by $1.1 million during the first six months of 2001.
The Federal Deposit Insurance Corporation has notified Fidelity that its
insurance costs for the second half of 2001 will be $2.2 million lower than for
the first half of 2001 as a result of the improvement in the Bank's regulatory
status and its return to a "well capitalized" status for regulatory capital
purposes.
Merger related costs in the 2001 second quarter included $1.0 million of
professional fees for legal and investment banking services and $0.4 million in
additional directors compensation expense as a result of increases in the
Company's stock price following the merger announcement. Directors earn their
fees in the form of deferred stock units which are calculated at the market
price of the stock on the date the fees are earned and are payable in cash upon
retirement from the board. The value of the cumulative balance of these deferred
stock units fluctuates with changes in the market price of the Company's common
stock.
During the first quarter of 2001 the Company recognized deferred tax
benefits of $1.5 million, which increased net deferred tax assets to $5.6
million. The primary reasons for the increase during the quarter was the
Company's continued earnings trend and the projected benefits to be realized
from reduced regulatory costs, which include reduced FDIC insurance premiums.
10
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 JUNE 30,
---------------------------------------------------------------------------
2001 2000
------------------------------------ ------------------------------------
AVERAGE AVERAGE AVERAGE AVERAGE
DAILY YIELD/ DAILY YIELD/
BALANCE INTEREST RATE BALANCE INTEREST RATE
------------ ------------ ------ ------------ ------------ ------
(DOLLARS IN THOUSANDS)
Interest-earning assets:
Loans ............................. $ 1,577,463 $ 31,249 7.92% $ 1,706,990 $ 32,335 7.58%
MBS ............................... 266,917 4,181 6.27 275,297 4,703 6.83
Investment securities ............. 184,613 2,189 4.76 120,983 2,181 7.25
Investment in FHLB stock .......... 22,056 385 7.04 26,956 582 8.68
------------ ------------ ------------ ------------
Total interest-earning assets .. $ 2,051,049 38,004 7.41 $ 2,130,226 39,801 7.48
============ ------------ ============ ------------
Interest-bearing liabilities:
Deposits:
Demand deposits .................. $ 330,070 1,246 1.52 $ 333,929 1,183 1.42
Savings deposits ................. 90,581 543 2.40 92,050 671 2.93
Time deposits .................... 1,602,966 21,500 5.29 1,765,214 23,178 5.20
------------ ------------ ------------ ------------
Total deposits ................. 2,023,617 23,289 4.62 2,191,193 25,032 4.59
Borrowings .......................... 51,478 1,567 12.18 51,611 1,573 12.19
------------ ------------ ------------ ------------
Sub-total interest-bearing
liabilities .................... 2,075,095 24,856 4.80 2,242,804 26,605 4.77
Interest allocated to discontinued
operations ........................ (6,123) (86) 5.72 (85,262) (1,333) 6.29
------------ ------------ ------------ ------------
Total adjusted interest-bearing
liabilities ....................... $ 2,068,972 24,770 4.80 $ 2,157,542 25,272 4.71
============ ------------ ============ ------------
Net interest income/interest rate
spread ............................ $ 13,234 2.61% $ 14,529 2.77%
============ ====== ============ ======
Net yield on interest-earning
assets ............................ 2.57% 2.71%
====== ======
SIX MONTHS ENDED JUNE 30,
-------------------------------------------------------------------------
2001 2000
---------------------------------- ------------------------------------
AVERAGE AVERAGE AVERAGE AVERAGE
DAILY YIELD/ DAILY YIELD/
BALANCE INTEREST RATE BALANCE INTEREST RATE
------------ ---------- ------ ------------ ------------ ------
(DOLLARS IN THOUSANDS)
Interest-earning assets:
Loans ............................... $ 1,601,605 $ 64,046 8.00% $ 1,843,289 $ 68,596 7.44%
MBS ................................. 279,050 9,130 6.54 291,341 9,921 6.81
Investment securities ............... 162,053 4,340 5.40 108,496 3,801 7.05
Investment in FHLB stock ............ 23,988 810 6.83 29,194 1,016 7.00
------------ ---------- ------------ ------------
Total interest-earning assets .... $ 2,066,696 78,326 7.58 $ 2,272,320 83,334 7.33
============ ---------- ============ ------------
Interest-bearing liabilities:
Deposits:
Demand deposits .................... $ 326,577 2,437 1.49 $ 355,359 2,456 1.39
Savings deposits ................... 94,991 1,310 2.76 96,674 1,389 2.89
Time deposits ...................... 1,616,204 44,149 5.46 1,899,266 48,466 5.06
------------ ---------- ------------ ------------
Total deposits ................... 2,037,772 47,896 4.74 2,351,299 52,311 4.47
Borrowings ............................ 51,478 3,137 12.20 55,715 3,325 12.00
------------ ---------- ------------ ------------
Sub-total interest-bearing
liabilities ...................... 2,089,250 51,033 4.93 2,407,014 55,636 4.65
Interest allocated to discontinued
operations .......................... (5,959) (180) 6.03 (108,231) (3,223) 6.09
------------ ---------- ------------ ------------
(CONTINUED)
11
SIX MONTHS ENDED JUNE 30,
---------------------------------------------------------------------------
2001 2000
---------------------------------- ------------------------------------
AVERAGE AVERAGE AVERAGE AVERAGE
DAILY YIELD/ DAILY YIELD/
BALANCE INTEREST RATE BALANCE INTEREST RATE
------------ ---------- ------ ------------ ------------ ------
(DOLLARS IN THOUSANDS)
Total adjusted interest-bearing
liabilities ......................... $ 2,083,291 50,853 4.88 $ 2,298,783 52,413 4.59
============ ---------- ============ ------------
Net interest income/interest rate
spread .............................. $ 27,473 2.70% $ 30,921 2.74%
========== ====== ============ ======
Net yield on interest-earning assets .. 2.66% 2.69%
====== ======
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.
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.
QUARTERS ENDED JUNE 30 SIX MONTHS ENDED JUNE 30,
2001 COMPARED TO 2000 2001 COMPARED TO 2000
FAVORABLE (UNFAVORABLE) FAVORABLE (UNFAVORABLE)
------------------------------ ------------------------------
VOLUME RATE NET VOLUME RATE NET
-------- -------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS)
Interest income:
Loans ......................... $(2,283) $ 1,197 $(1,086) $(8,921) $ 4,371 $(4,550)
MBS ........................... (123) (399) (522) (398) (393) (791)
Investment securities ......... 991 (983) 8 1,703 (1,164) 539
Investment in FHLB stock ...... (87) (110) (197) (175) (31) (206)
-------- -------- -------- -------- -------- --------
Total interest income ....... (1,502) (295) (1,797) (7,791) 2,783 (5,008)
-------- -------- -------- -------- -------- --------
Interest expense:
Deposits:
Demand deposits ............. 14 (77) (63) 191 (172) 19
Savings deposits ............ 9 119 128 21 57 78
Time deposits ............... 2,160 (482) 1,678 7,407 (3,089) 4,318
-------- -------- -------- -------- -------- --------
Total deposits .............. 2,183 (440) 1,743 7,619 (3,204) 4,415
Borrowings .................... 2 4 6 182 4 186
Interest allocated to
discontinued operations ..... (1,221) (26) (1,247) (3,105) 62 (3,043)
-------- -------- -------- -------- -------- --------
Total interest expense ........... 964 (462) 502 4,695 (3,138) 1,558
-------- -------- -------- -------- -------- --------
Decrease in net interest income .. $ (539) $ (756) $(1,295) $(3,095) $ (355) $(3,450)
======== ======== ======== ======== ======== ========
12
INCOME TAXES
The Company's expected combined federal and state statutory tax rate is
approximately 42.0% of earnings before income taxes. As of June 30, 2001 and
December 31, 2000, 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 Statement
of Financial Accounting Standards ("SFAS") SFAS No. 109, "Accounting for Income
Taxes." During the first quarter of 2001, the Company adjusted the valuation
allowance required under SFAS No. 109 such that the amount of deferred tax
assets recognized increased by $1.5 million to $5.6 million, resulting in $1.5
million of income tax benefits. The Company does not anticipate recording any
significant amount of income tax benefits or expense during the remainder of
2001.
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 June 30, 2001, 28.6% of Fidelity's real estate
loan portfolio consisted of single family residences (1 to 4 units), while 63.1%
consisted of multifamily dwellings of 5 or more units.
Because 91% 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.
DELINQUENT LOANS
The following tables present net delinquent mortgage loans at the dates
indicated:
QUARTERS ENDED
---------------------------------------------------------------
JUNE 30, MARCH 31, DECEMBER 31, SEPTEMBER 30, JUNE 30,
2001 2001 2000 2000 2000
---------- ---------- ---------- ----------- ----------
(DOLLARS IN THOUSANDS)
Mortgage loan delinquencies by number of days:
30 to 59 days ............................. $ 2,470 $ 2,250 $ 3,651 $ 5,254 $ 3,306
60 to 89 days ............................. 832 971 2,171 1,646 1,416
90 days and over .......................... 3,820 3,818 3,695 3,331 2,308
---------- ---------- ---------- ----------- ----------
Total ................................... $ 7,122 $ 7,039 $ 9,517 $ 10,231 $ 7,030
========== ========== ========== =========== ==========
As a percentage of outstanding balances:
30 to 59 days ........................... 0.16% 0.14% 0.22% 0.31% 0.20%
60 to 89 days ........................... 0.05 0.06 0.13 0.10 0.08
90 days and over ........................ 0.25 0.24 0.23 0.20 0.14
---------- ---------- ---------- ----------- ----------
Total ................................ 0.46% 0.44% 0.58% 0.61% 0.42%
========== ========== ========== =========== ==========
13
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
-------------------------------------------------------------
JUNE 30, MARCH 31, DECEMBER 31, SEPTEMBER 30, JUNE 30,
2001 2001 2000 2000 2000
--------- --------- --------- --------- ---------
(DOLLARS IN THOUSANDS)
Nonperforming Assets ("NPAs") by Type:
NPLs ................................ $ 3,989 $ 3,963 $ 3,849 $ 3,468 $ 2,377
Real Estate Owned ("REO") ........... 1,508 1,536 1,419 1,070 2,886
Other repossessed assets ............ 7 3 7 8 --
--------- --------- --------- --------- ---------
Total NPAs ........................ $ 5,504 $ 5,502 $ 5,275 $ 4,546 $ 5,263
========= ========= ========= ========= =========
Number of REO properties ............... 23 24 22 21 27
========= ========= ========= ========= =========
NPAs by Composition:
Single family (1 to 4 units) ........ $ 3,774 $ 3,941 $ 4,558 $ 3,810 $ 3,210
Multifamily 5 units and over ........ 781 781 -- -- 1,470
Commercial and other ................ 1,273 1,154 1,078 1,136 1,136
Consumer ............................ 176 148 161 145 69
REO valuation allowances ............ (500) (522) (522) (545) (622)
--------- --------- --------- --------- ---------
Total NPAs ........................ 5,504 5,502 5,275 4,546 5,263
Total troubled debt restructurings
("TDRs") .......................... 22,718 22,659 23,737 25,188 24,855
--------- --------- --------- --------- ---------
Total TDRs and NPAs ............... $ 28,222 $ 28,161 $ 29,012 $ 29,734 $ 30,118
========= ========= ========= ========= =========
Classified Assets:
NPAs ................................ $ 5,504 $ 5,502 $ 5,275 $ 4,546 $ 5,263
Performing classified loans ......... 24,647 30,628 34,851 43,728 41,881
Other classified assets ............. 548 588 650 597 500
--------- --------- --------- --------- ---------
Total classified assets ........... $ 30,699 $ 36,718 $ 40,776 $ 48,871 $ 47,644
========= ========= ========= ========= =========
Classified Asset Ratios:
NPLs to total assets ................ 0.18% 0.18% 0.17% 0.16% 0.11%
NPLs to total loans ................. 0.26% 0.25% 0.23% 0.21% 0.14%
NPAs to total assets ................ 0.25% 0.25% 0.24% 0.21% 0.24%
TDRs to total assets ................ 1.05% 1.04% 1.07% 1.16% 1.13%
NPAs and TDRs to total assets ....... 1.31% 1.29% 1.31% 1.37% 1.37%
Classified assets to total assets ... 1.42% 1.68% 1.84% 2.25% 2.16%
REO to NPAs ......................... 27.40% 27.92% 26.90% 23.53% 54.84%
NPLs to NPAs ........................ 72.47% 72.03% 72.97% 76.29% 45.16%
Total classified assets decreased $10.1 million from December 31, 2000 to
June 30, 2001. This decrease reflects the continuing improvement in the
performance of the mortgage loan portfolio and the underlying income properties.
14
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 JUNE 30, SIX MONTHS ENDED JUNE 30,
---------------------- ----------------------
2001 2000 2001 2000
--------- --------- --------- ---------
(DOLLARS IN THOUSANDS)
Balance at beginning of period .............. $ 10,538 $ 14,294 $ 10,657 $ 15,257
--------- --------- --------- ---------
Charge-offs .............................. (233) (376) (360) (1,463)
Recoveries ............................... 9 203 9 275
--------- --------- --------- ---------
Net charge-offs ........................ (224) (173) (351) (1,188)
Allocation of reserves to loans sold ..... -- -- -- (501)
Provision:
Estimated loan losses .................. -- (1,500) -- (958)
REO .................................... -- 11 8 22
--------- --------- --------- ---------
Balance at end of period .................... $ 10,314 $ 12,632 $ 10,314 $ 12,632
========= ========= ========= =========
Ratio of net charge-offs during the period to
average loans outstanding, annualized .... 0.06% 0.04% 0.04% 0.13%
The following table presents loan and REO charge-offs and recoveries by
property type, where applicable, for the periods indicated:
QUARTER ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
---------------------- ----------------------
2001 2000 2001 2000
--------- --------- --------- ---------
(DOLLARS IN THOUSANDS)
Charge-offs:
Single family (1 to 4 units) ............ $ 82 $ 78 $ 110 $ 314
Multifamily (5 or more units) ........... -- 135 -- 171
Commercial and industrial ............... 42 -- 68 55
Other loans ............................. 109 163 182 923
--------- --------- --------- ---------
Total charge-offs .......................... $ 233 $ 376 $ 360 $ 1,463
========= ========= ========= =========
Recoveries:
Single family (1 to 4 units) ............ $ 9 $ 203 $ 9 $ 217
Multifamily (5 or more units) ........... -- -- -- 29
Commercial and industrial ............... -- -- -- 29
--------- --------- --------- ---------
Total recoveries ........................... $ 9 $ 203 $ 9 $ 275
========= ========= ========= =========
15
The following table sets forth the allowance for estimated loan and REO
losses at the dates indicated:
QUARTERS ENDED
-------------------------------------------------------------------
JUNE 30, MARCH 31, DECEMBER 31, SEPTEMBER 30, JUNE 30,
2001 2001 2000 2000 2000
----------- ----------- ----------- ----------- -----------
(DOLLARS IN THOUSANDS)
Loans:
ALLL ................................... $ 8,888 $ 9,237 $ 8,681 $ 8,925 $ 9,574
Specific Valuation Allowance ("SVA") ... 926 779 1,454 1,889 2,436
----------- ----------- ----------- ----------- -----------
Total ALLL and SVA ................... 9,814 10,016 10,135 10,814 12,010
REO valuation allowances .................. 500 522 522 545 622
----------- ----------- ----------- ----------- -----------
Total allowances .......................... $ 10,314 $ 10,538 $ 10,657 $ 11,359 $ 12,632
=========== =========== =========== =========== ===========
Selected ratios:
Total allowances to net loans and REO .. 0.66% 0.65% 0.64% 0.67% 0.75%
Total ALLL to:
Net loans ............................ 0.57% 0.57% 0.52% 0.53% 0.57%
Net NPLs ............................. 222.81% 233.08% 225.54% 257.28% 402.78%
Net loans and REO .................... 0.57% 0.57% 0.52% 0.53% 0.57%
Net NPAs ............................. 161.48% 167.88% 164.57% 196.28% 181.91%
Total assets ......................... 0.41% 0.42% 0.39% 0.41% 0.43%
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.
16
REGULATORY CAPITAL COMPLIANCE
The 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 JUNE 30, 2001:
Total capital (to risk-weighted assets) ...... $119,026 10.51% $ 90,593 8.00% $113,242 10.00%
Core capital (to adjusted tangible assets) ... 110,452 5.14 85,926 4.00 107,408 5.00
Tangible capital (to tangible assets) ........ 110,452 5.14 32,222 1.50 N/A
Core capital (to risk-weighted assets) ....... 110,452 9.75 N/A 67,945 6.00
AS OF DECEMBER 31, 2000:
Total capital (to risk-weighted assets) ...... $113,158 9.01% $100,322 8.00% $125,402 10.00%
Core capital (to adjusted tangible assets) ... 104,791 4.76 88,061 4.00 110,077 5.00
Tangible capital (to tangible assets) ........ 104,791 4.76 33,022 1.50 N/A
Core capital (to risk-weighted assets) ....... 104,791 8.36 N/A 75,241 6.00
17
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 JUNE 30, 2001:
Consolidated stockholders' equity ....... $ 69,223 $ 69,223 $ 69,223
Adjustments:
Fidelity's Preferred Stock ............ 51,750 51,750 51,750
Bank Plus equity excluding Fidelity ... 1,911 1,911 1,911
---------- ---------- ----------
Fidelity's stockholders' equity ......... 122,884 122,884 122,884
Accumulated other comprehensive loss .... 1,258 1,258 1,258
Adjustments:
Intangible assets ..................... (9,477) (9,477) (9,477)
Supplementary capital-- ALLL .......... -- -- 8,888
Net deferred tax assets limitations ... (4,213) (4,213) (4,213)
Assets required to be deducted ........ -- -- (314)
---------- ---------- ----------
Regulatory capital ...................... $ 110,452 $ 110,452 $ 119,026
========== ========== ==========
AS OF DECEMBER 31, 2000:
Consolidated stockholders' equity ....... $ 65,653 $ 65,653 $ 65,653
Adjustments:
Fidelity's Preferred Stock ............ 51,750 51,750 51,750
Bank Plus equity excluding Fidelity ... (1,311) (1,311) (1,311)
---------- ---------- ----------
Fidelity's stockholders' equity ......... 116,092 116,092 116,092
Accumulated other comprehensive loss .... 3,036 3,036 3,036
Adjustments:
Intangible assets ..................... (10,436) (10,436) (10,436)
Supplementary capital-- ALLL .......... -- -- 8,681
Net deferred tax assets limitations ... (3,901) (3,901) (3,901)
Assets required to be deducted ........ -- -- (314)
---------- ---------- ----------
Regulatory capital ...................... $ 104,791 $ 104,791 $ 113,158
========== ========== ==========
As of June 30, 2001, 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 June 30, 2001, the
most constraining of the capital ratio measurements under the PCA requirements
was core capital to total assets which had an excess of $3.0 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.
18
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. The following
table presents the distribution of deposit accounts at the dates indicated:
JUNE 30, DECEMBER 31, JUNE 30,
2001 2000 2000
----------- ----------- -----------
(DOLLARS IN THOUSANDS)
Checking accounts ........................... $ 331,891 $ 332,564 $ 317,108
Passbook accounts ........................... 40,944 40,353 45,086
Money market savings accounts ............... 46,206 59,377 43,369
----------- ----------- -----------
Total transaction accounts ............... 419,041 432,294 405,563
----------- ----------- -----------
Certificates of Deposit ("CDs"):
Less than $100,000 ....................... 1,067,326 1,130,023 1,187,631
Greater than $100,000 .................... 534,889 513,475 523,313
----------- ----------- -----------
Total CDs .............................. 1,602,215 1,643,498 1,710,944
----------- ----------- -----------
Total deposits .............................. $2,021,256 $2,075,792 $2,116,507
=========== =========== ===========
Weighted average interest rate on deposits .. 4.41% 4.85% 4.64%
=========== =========== ===========
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
------------------------
MATURITIES/ NEW OR NET NEW OR
WITHDRAWALS RENEWED NET CHANGE WITHDRAWALS RENEWED
----------- ----------- ----------- ------------ ---------
(DOLLARS IN THOUSANDS)
CDs maturing in quarter ended:
June 30, 2000..................... $ 454,380 $ 453,744 $ (636) 4.88% 5.56%
September 30, 2000................ 434,029 384,317 (49,712) 4.95 5.68
December 31, 2000................. 386,977 369,243 (17,734) 5.15 5.68
March 31, 2001.................... 392,909 372,225 (20,684) 5.43 4.79
June 30, 2001..................... 372,509 351,910 (20,599) 5.75 4.22
19
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 transaction accounts.
The following tables summarize certificate accounts by maturity and weighted
average rate at June 30, 2001:
WEIGHTED
AVERAGE
AMOUNT RATE
------------ ---------
MATURES IN QUARTER ENDED: (DOLLARS IN THOUSANDS)
-------------------------
September 30, 2001.................................. $ 353,726 5.64%
December 31, 2001................................... 326,849 5.41
March 31, 2002...................................... 326,177 5.12
June 30, 2002....................................... 275,617 4.54
September 30, 2002.................................. 84,197 4.57
December 31, 2002................................... 81,905 4.57
March 31, 2003...................................... 79,992 4.88
June 30, 2003 and after............................. 73,752 4.99
------------ ---------
Total CDs........................................ $ 1,602,215 5.12%
============ =========
BORROWINGS
As of June 30, 2001 and December 31, 2000, the Company's only borrowings
were $51.5 million of Senior Notes which carry an interest rate of 12.0%.
UNDRAWN SOURCES
The Company maintains other sources of liquidity to draw upon, which at
June 30, 2001 include (a) available credit with the FHLB of $323.8 million, (b)
$374.1 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 $19.8 million and $4.2 million at June
30, 2001 and December 31, 2000, respectively. Additionally, unused lines of
credit related to other loans totaled $36.8 million and $34.1 million at June
30, 2001 and December 31, 2000, respectively.
HOLDING COMPANY LIQUIDITY
At June 30, 2001, Bank Plus had cash and cash equivalents of $0.8 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, Bank Plus made its scheduled interest payment on its
Senior Notes. The liquidity for interest payments in the near term is expected
to be provided by preferred and common stock dividends from the Bank and
currently projected liquidity at the holding company. The Bank has been
authorized by the OTS to make payments of dividends on its preferred stock so
long as its core and risk-based capital ratios remain above 4.0% and 8.0%,
respectively. The Bank is required to give the OTS 30 days notice prior to the
payment of any preferred stock dividend. The OTS has also given approval for the
Bank to pay dividends of $250,000 on its common stock in August of 2001. The
amount of the approved common stock dividend approximates the difference between
20
the quarterly preferred stock dividend paid by the Bank to Bank Plus and the
quarterly interest payment on the Senior Notes. The authorization from 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.
The following table sets out the maturity and rate sensitivity of the
interest-earning assets and interest-bearing liabilities as of June 30, 2001.
"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 JUNE 30, 2001
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 ............ $ 152,978 $ -- $ -- $ -- $ -- $ 152,978
FHLB stock (1) ....................... 20,047 -- -- -- -- 20,047
MBS (1) .............................. 250,395 508 -- -- 128,104 379,007
Assets of discontinued operations .... 6,441 -- -- -- -- 6,441
Loans receivable:
ARMs (2) ........................... 1,051,556 297,715 24,266 20,566 931 1,395,034
Fixed rate loans ................... 2,679 53 2,883 7,739 141,858 155,212
----------- ----------- ----------- ----------- ----------- -----------
Total gross loans receivable ..... 1,054,235 297,768 27,149 28,305 142,789 1,550,246
----------- ----------- ----------- ----------- ----------- -----------
Total interest-earning assets .......... 1,484,096 298,276 27,149 28,305 270,893 $2,108,719
----------- ----------- ----------- ----------- ----------- ===========
Interest-bearing liabilities:
Deposits:
Checking and savings accounts (3) .. 372,835 -- -- -- -- 372,835
Money market accounts (3) .......... 46,206 -- -- -- -- 46,206
Fixed maturity deposits:
Retail customers ................. 353,726 928,643 319,454 328 64 1,602,215
----------- ----------- ----------- ----------- ----------- -----------
Total deposits ................. 772,767 928,643 319,454 328 64 2,021,256
----------- ----------- ----------- ----------- ----------- -----------
Borrowings ........................... -- -- -- 51,478 -- 51,478
Total interest-bearing liabilities ..... 772,767 928,643 319,454 51,806 64 $2,072,734
----------- ----------- ----------- ----------- ----------- ===========
Repricing Gap .......................... $ 711,329 $ (630,367) $ (292,305) $ (23,501) $ 270,829
=========== =========== =========== =========== ===========
Gap to total assets .................... 32.94% (29.19)% (13.54)% (1.09)% 12.54%
Cumulative Gap to Total Assets ......... 32.94% 3.75% (9.79)% (10.88)% 1.66%
- ------------------------
(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
nterest rate adjustments.
(3) These liabilities are subject to daily adjustments and are therefore
included in the "Within 3 Months" category.
21
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 90% of the total mortgage loan portfolio at June 30, 2001
and 76% 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.
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, 2000.
22
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
NATIONWIDE CAPITAL COMPANY LLC CREDIT CARD LITIGATION
In November 1997, the Bank entered into a credit card marketing
relationship with MMG Direct, Inc. ("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
Bank and MMG. 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, including
arrangements to obtain lists of customers of the dealers, through which
dealer-branded credit cards would be marketed and 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 and further
provided that any disputes arising in connection with the contract would be
arbitrated in Los Angeles, California. In September of 1998 the Bank suspended
marketing and thereafter terminated the MMG and Nationwide agreements.
Nationwide initially instituted litigation against the Bank in the Texas
State court. After the Bank's petition to compel Nationwide to arbitrate and
stay proceedings filed by Nationwide in Texas was granted, Nationwide filed an
arbitration proceeding against the Bank in Los Angeles. In the arbitration
Nationwide asserts claims for breach of contract and intentional interference
with contracts resulting from the Bank's termination of its agreements with
Nationwide and MMG Direct, Inc., in October 1998, and the termination of the
affinity credit card marketing program, Hometown Dealers. In response, the Bank
has asserted counterclaims for fraud, breach of contract, and breach of
Nationwide's promise to arbitrate.
The Bank believes that Nationwide's claims are without merit, that it has
valid defenses to Nationwide's claims, and that it has valid counterclaims
against Nationwide for fraud and breach of contract, and the Bank intends to
diligently defend against Nationwide's claims and pursue its counterclaims. The
arbitration hearing is scheduled to commence in October 2001.
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 second quarter of 1998) through September
22, 1998 (when the Company issued a press release concerning its credit card
losses). In February 1999, 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 and amended complaint each include
claims for negligent misrepresentation, common law fraud, statutory fraud and
violations of the California Corporations Code.
23
The originally proposed representative plaintiff has been determined by the
trial court to be unsuitable to serve as class representative. A second proposed
representative plaintiff has been refused permission to intervene in this case
on statute of limitations grounds, a ruling which is on appeal. Plaintiffs'
counsel has proposed pursuing other potential class action representatives
through a letter solicitation process. The Company has opposed the solicitation
process on several grounds, including the ground that the lawsuit is an abusive
class action. The trial court authorized the solicitation process, but with
conditions that the plaintiffs' lawyers found objectionable. The plaintiffs'
lawyers and the Bank both sought relief from the California Court of Appeal,
through writs of mandamus, to modify the trial court's order regarding the
solicitation process.
On April 18, 2001, the Court of Appeal issued an opinion stating that the
trial court's previous findings that the original plaintiff was a "professional
plaintiff" and that the case was being driven by attorneys signaled a potential
for abuse in this action. Therefore, the Court of Appeal directed the trial
court to vacate its prior orders and to reassess its decision to continue the
class certification hearing and to permit any solicitation. To this end, the
Court of Appeal suggested that the trial court schedule a hearing on plaintiffs'
motion for class certification, and directed the trial court to weigh the prior
findings that the original plaintiff was a "professional plaintiff" and not an
appropriate representative, any further evidence of abuse, the rights of the
parties, and the policies underlying class action procedures. The Court of
Appeal concluded that if after balancing these factors the trial court
determines that plaintiffs established a prima facie proper class action, the
trial court could then determine whether to allow any solicitation, weighing any
abuses or potential abuses against the rights of the parties and the integrity
of the litigation process. Alternately, if the trial court concludes that the
action is an abusive class action, it need not permit any solicitation at all or
it may refuse to certify the class.
The continued hearing directed by the Court of Appeal took place July 30,
2001. Shortly before submissions to the Court in connection with that hearing
were due, plaintiffs' counsel revealed that an investor had stepped forward and
wished to act as a class representative or, if that request is denied, to pursue
its individual claims in the pending lawsuit. Consequently, the trial court
directed plaintiffs' counsel to file a motion to amend the complaint, which was
heard at the same time as the continued hearing. This investor is seeking
individual damages in excess of $10.0 million. A ruling is anticipated in late
August regarding whether or not plaintiffs will be permitted to amend their
complaint, whether that investor will be permitted to assert any class-based
claims, whether it would be an appropriate class representative plaintiff or
whether the investor would be permitted to amend solely for the purposes of
pursuing its individual claims. In light of the emergence of this investor,
however, plaintiffs' counsel have stated in papers submitted to the trial court
that they are withdrawing their request for a solicitation.
In the event the trial court permits plaintiffs to amend the complaint
adding the investor as a proposed class representative, the Company intends to
continue to assert all defenses to class certification, and further intends to
continue to assert that any claims made by that investor or any other proposed
representative plaintiff on behalf of the expanded class asserted in Gunty II
are barred and preempted by the Securities Litigation Uniform Standards Act of
1998, and that such preemption may extend to the entire case depending on the
nature of the rulings of the trial court. In addition, should any purported
class of any scope be certified, or if the trial court allows plaintiffs to
amend the complaint to add the investor as an individual plaintiff, the Company
intends to vigorously defend itself on the merits. In this respect, the Company
believes, among other things, that its communications to the public were timely
and accurate and that it did not engage in any market activity which would
generate liability under the California Corporations Code.
During 2000, the costs of defending this action exceeded the Company's
deductible under its Director and Officers insurance policy. The insurance
24
carrier has agreed to pay for any future litigation costs related to this
action, subject to a general reservation of rights. There can be no assurance
that the insurance carrier will continue to pay for future litigation costs or
will not seek reimbursement of costs advanced to date.
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. These independent jewelry retailers were
required to be customers of 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 to qualified customers
credit cards bearing the name "Diamond Way" or bearing names associated with the
independent retailers. No agreements with independent jewelers were ever
negotiated or executed and no cards were ever issued under either of these
programs.
In October 1999, Durga Ma invoked binding arbitration alleging "breach of
contract and fraud" and claimed lost profit damages in excess of $7.0 million.
The Bank believes these claims lack merit, that its defenses to the plaintiff's
claims are valid, and the damages sought are speculative. The evidentiary
hearing in the arbitration took place in July 2001. Closing arguments are
scheduled for August 2001.
CHOICE ONE LITIGATION
During 1997 and 1998, the Bank was in negotiations with Choice One Finance
Corporation regarding a proposed credit card program in which consumers would
have an opportunity to apply for credit cards to finance their purchases of
water softeners and other consumer goods. Several drafts of a proposed agreement
were exchanged, but an agreement was never signed and the program was not
commenced. Choice One alleges that an oral agreement or other enforceable
obligations none-the-less exists, and on March 12, 1999 commenced a lawsuit
entitled CHOICE ONE FINANCE CORP. v. FIDELITY FEDERAL BANK, Superior Court for
the State of California, County of Los Angeles, Case No. BC206945. The plaintiff
seeks damages of at least $10 million based on estimates of the profit it would
have received if the program had been implemented. The Bank filed an answer
disputing the claims. Discovery is complete, and the Bank filed a summary
judgment motion in September 2000. The court dismissed two of three of the
plaintiff's causes of action, but determined that Choice One is entitled to a
trial on whether an enforceable oral contract existed and, if so, whether it was
breached. The Bank believes that the plaintiff's claims are without merit, that
the damages sought are speculative, and that the Bank has valid defenses to the
plaintiff's claims. The trial is currently expected to commence in September
2001.
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 that it has substantial legal
defenses to the lawsuit.
25
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.
The Bank's motion to dismiss currently is pending as part of the multidistrict
litigation.
The court in the multidistrict litigation elected to proceed with motions
to dismiss in two "test" cases in which nearly all of the issues are the same as
in all the other consolidated cases, including the Bank's. On February 23, 2001,
the court entered an order granting the motions to dismiss based on plaintiff's
failure to state a RICO claim. The court's order stated that it was dispositive
of the issues in the other cases, including the Bank's case. The court certified
its order as final for purposes of appeal. Plaintiffs have appealed the two test
cases and the appeal is pending before the U.S. Court of Appeals for the Fifth
Circuit. Pending the outcome of the appeal, Brown's lawsuit against the Bank is
stayed, as are the other consolidated cases.
FIRST ALLIANCE MORTGAGE COMPANY ("FAMCO")
In 1997, Fidelity entered into a series of agreements with First Alliance
Mortgage Company ("FAMCO") and its affiliates to establish a secured credit card
program (the "Program"). Under the agreements, Fidelity served as issuer and
owner of the Program accounts and was responsible for the risk management
associated with the extension of credit. FAMCO was responsible for marketing and
processing applications and servicing the accounts originated under the Program.
FAMCO also provided credit enhancements to guarantee full repayment of the
Program receivables in the event of cardholder defaults and, in exchange, had
the right to purchase the outstanding receivables at par and received all
revenues, net of expenses and funding costs paid to Fidelity, from the Program.
FAMCO was required to fund a cash collateral account as part of the credit
enhancement. FAMCO or a designee was required to purchase all outstanding
receivables, at par, at the expiration of the Program.
On February 25, 2000, Fidelity delivered to FAMCO formal notice that the
agreements pertaining to the Program had expired, and a demand that FAMCO or a
designee fulfill its obligation to purchase the receivables at par. FAMCO
defaulted on this obligation. To enforce this obligation, 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. As of June 30, 2001, total receivables outstanding under the
program were $6.3 million and the balance of the cash collateral account was
$2.9 million.
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. Fidelity has filed a proof of claim in
the bankruptcy proceeding relating to Fidelity's claims against FAMCO.
The Bank has obtained relief from stay pursuant to an order of the
Bankruptcy Court to pursue its claim in arbitration seeking to enforce the
demand that FAMCO repurchase or cause the repurchase of the outstanding
receivables, and to establish the amount of the Bank's claim against FAMCO's
bankruptcy estate for damages arising from FAMCO's breach of that repurchase
obligation. FAMCO has filed a counter demand for arbitration asserting various
defenses to the obligations, including an alleged conflict of interest on the
part of Fidelity's Chief Executive Officer based on his concurrent service as an
officer of FAMCO and a director of Fidelity during the time that the relevant
agreements were negotiated. The parties have agreed to suspend the arbitration
proceeding pending approval by the bankruptcy court of a stipulated settlement
between Fidelity and FAMCO which provides for, among other things, (i) the
release of the cash collateral account to Fidelity, (ii) a $2.4 million
unsecured claim by Fidelity as a creditor in FAMCO's bankruptcy and (iii) the
settlement of all outstanding claims between Fidelity and FAMCO. There can be no
assurance that the bankruptcy court will approve the stipulated settlement. Even
if the stipulation is approved by the bankruptcy court, no assurance can be made
as to what priorities the $2.4 million unsecured claim will receive in the final
plan of reorganization or liquidation or how much of the claim will be paid.
26
FAMCO has listed Fidelity as one of its 20 largest unsecured creditors, and
Fidelity is represented on FAMCO's unsecured creditors' committee.
If the bankruptcy court does not approve the stipulated settlement,
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 subject to the constraints of applicable
bankruptcy law. There is substantial uncertainty as to Fidelity's success in
mitigating damages, the ability of FAMCO to pay the claims of its creditors and
the timing and amount of distributions that may be made by FAMCO to its
creditors. Although the Bank believes that it is entitled to offset the cash
collateral it holds to reduce its claim in the bankruptcy, court approval will
be required prior to executing such an offset.
VIRTRUE CAPITAL ARBITRATION
On August 6, 1999, the Bank entered into an agreement to sell to Virtrue
Capital the Bank's branch office at the Mall of America ("MOA") in Minnesota.
Concurrently with entering into that agreement, the Bank closed a sale to
Virtrue Capital of all of the Bank's intellectual property rights relating to
the name "iBank". The total purchase price for the branch and the intellectual
property was $1.5 million, which was placed in escrow. Under the agreement, in
the event that Virtrue Capital was unable to close the transaction to purchase
the branch by a date certain, the funds in escrow would be released to the Bank.
In the first quarter of 2000, the agreement was amended to (i) extend the term
until September 30, 2000, (ii) to allow Virtue Capital to sell the MOA branch to
a qualified buyer, and (iii) to immediately release all funds held in escrow to
the Bank. Virtrue Capital was never able to get regulatory approval for the
branch transaction or complete a sale to a qualified buyer. In October 2000, the
Bank declined to extend the agreement any further and terminated the
transaction. On December 18, 2000, Virtrue Capital filed a notice with the
American Arbitration Association in Los Angeles, California, commencing an
arbitration proceeding entitled VIRTRUE CAPITAL CORPORATION v. FIDELITY FEDERAL
BANK, ET AL. (Case No. 72 Y 181 0135 00 BLV). Virtrue Capital's principal
allegation is that the Bank breached an alleged oral promise to extend further
the deadline for closing the transaction so as to enable Virtrue Capital to find
a qualified buyer that could receive regulatory approval. On July 17, 2001,
Virtrue amended its claim to add causes of action based on two new allegations.
The first new allegation is that the Bank tortiously interfered with Virtrue
Capital's efforts to sell the MOA branch to another buyer, Highland Bank.
Virtrue Capital has also added several causes of action based on the claim that
the Bank improperly continued to use the "iBank" name after expiration of the
agreement with Virtrue Capital. The parties have exchanged documents and begun
depositions. Based on the discovery obtained thus far, the Bank believes Virtrue
Capital's claims lack merit and it has substantial defenses to the claims
asserted by Virtrue Capital. The Bank intends to diligently defend itself in the
arbitration. The arbitration hearing is scheduled to commence in October 2001.
OTHER MATTERS
In concluding the Special Compliance Examination the OTS requested that the
Bank agree to a consent order (the "Consent Order"). On November 1, 2000 the OTS
issued the Consent Order and the Bank and the OTS entered into an agreement
entitled "Stipulation and Consent to Issuance of an Order to Cease and Desist
and for Affirmative Relief" (the "Agreement"). The Consent Order requires the
Bank to establish a compliance and risk management program to be used prior to
offering any new lending product or service that it does not currently offer or
engages in such activity with a third party, and to maintain records consistent
with regulations and records related to credit card programs and accounts. The
Company believes that its current quality control, risk management and
compliance programs for new lending activities fulfill substantially all of the
requirements of the Consent Order; however compliance with the Consent Order
will require additional administration and documentation of any future new
27
lending activity. While the Company disagreed with the necessity of this
regulatory action, it consented to the Consent Order and to certain other
compliance-related corrective actions to maintain its regulatory relationships
and to avoid the expense and management distraction of opposing the Consent
Order.
While the Bank has been advised by the OTS that they will not seek any
further corrective action by the Bank in connection with the Special Compliance
Examination, in March 2001 the OTS made a referral to the DoJ for review of
certain fair lending or other compliance issues arising from the Special
Compliance Examination. The Bank believes that these issues primarily involve
the collection and origination activities of third parties; however, no
assurance can be given that there will not be a DoJ proceeding regarding the
Bank's fair lending or other compliance issues arising from the Special
Compliance Examination or that potential future actions by the DoJ would not
have a material adverse effect on the operations, financial condition or results
of operations of the Bank or the Company. The Company believes, based on its
knowledge of the issues and on the advice of its counsel, that any allegations
of fair lending or other compliance violations by the Bank raised in the Special
Compliance Examination are not meritorious and that the Bank has strong defenses
against any such potential allegations.
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.
28
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
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 filed
with the SEC on May 10, 1996).*
3.2 Amended and Restated Bylaws of Bank Plus Corporation
(incorporated by reference to Exhibit 5 to the 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 (incorporate by reference to Exhibit 3.3 to the
annual report on form 10-K for the year ended December 31,
1998).*
4.1 Specimen of Common Stock Certificate (incorporated by reference
to Exhibit 4.1 to the Form 8-B filed with the SEC on May
10, 1996).*
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 report on Form 8-K filed with the SEC on March 30, 1999).*
4.31 Form of First Amendment dated as of July 20, 2001 to Amended and
Restated Rights Agreement between Bank Plus and American Stock
Transfer & Trust Company, as Rights Agent.
10.1 Form of 1999 Nonemployee Director Stock Option Agreement between
the Company and certain nonemployee directors (incorporated by
reference to Exhibit 10.2 to the annual report on form 10-K for
the year ended December 31, 1999).*
10.2 Stock Option Agreement between the Company and James E. Stutz
dated January 26, 2000 (incorporated by reference to Exhibit 10.2
to the annual report on form 10-K for the year ended December 31,
2000).*
10.3 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. (incorporated by reference to Exhibit 10.5 to the
annual report on form 10-K for the year ended December 31,
1999).*
10.4 Agreement to Purchase Assets and Assume Liabilities dated as of
August 6, 1999 by and between Fidelity and Peoples Bank of
California (incorporated by reference to Exhibit 10.4 to the
annual report on form 10-K for the year ended December 31,
2000).*
10.5 Agreement to Purchase Assets and Assume Liabilities dated as of
February 7, 2000 by and between Fidelity and First Federal Bank
of California (incorporated by reference to Exhibit 10.6 to the
annual report on form 10-K for the year ended December 31,
1999).*
29
EXHIBIT
NO. DESCRIPTION
- ------------- -----------------------------------------------------------------
10.6 Mortgage Loan Purchase Agreement dated as of February 7, 2000 by
and between Fidelity and First Federal Bank of California
(incorporated by reference to Exhibit 10.7 to the annual report
on form 10-K for the year ended December 31, 1999).*
10.7 Agreement to Purchase Assets and Assume Liabilities dated as of
February 3, 2000 by and between Fidelity and Jackson Federal Bank
(incorporated by reference to Exhibit 10.8 to the annual report
on form 10-K for the year ended December 31, 1999).*
10.8 Purchase and Assumption Agreement dated as of June 2, 2000 by and
between Fidelity and Household Bank (SB), N.A. (incorporated by
reference to Exhibit 10.9 to the quarterly report on form 10-Q
for the month ended June 30, 2000).*
10.9 Agreement to Purchase Assets and Assume Liabilities dated as of
May 22, 2000 by and between Fidelity and First Bank of Beverly
Hills. (incorporated by reference to Exhibit 10.10 to the
quarterly report on form 10-Q for the month ended June 30,
2000).*
10.10 Stipulation and Consent to the Issuance of an Order to Cease and
Desist and for Affirmative Relief dated November 1, 2000 between
the Bank and the OTS, and Order to Cease and Desist and for
Affirmative Relief dated November 1, 2000 issued by OTS to the
Bank (incorporated by reference to Exhibit 10.11 to the form 8-K
filed with SEC on November 11, 2000).*
10.11 Purchase and Assumption Agreement dated as of December 11, 2000
by and between Fidelity and Household Bank (SB), N.A
(incorporated by reference to Exhibit 10.11 to the annual report
on form 10-K for the year ended December 31, 2000).*
10.12 Employment Contract by and between Bank Plus Corporation and Mark
K. Mason dated as of October 28, 1998 (incorporated by reference
to Exhibit 10.40 to the annual report on form 10-K for the year
ended December 31, 1998).*
10.13 Amendment No. 1 to the Letter Agreement by and between Bank Plus
Corporation and Mark K. Mason dated as of January 26, 2000
(incorporated by reference to Exhibit 10.13 to the annual report
on form 10-K for the year ended December 31, 2000).*
10.14 Employment Contract by and between Bank Plus Corporation and
James E. Stutz dated as of January 26, 2000 (incorporated by
reference to Exhibit 10.14 to the annual report on form 10-K for
the year ended December 31, 2000).*
10.15 Amendment No. 1 to the Letter Agreement by and between Bank Plus
Corporation and James E. Stutz dated as of January 26, 2000
(incorporated by reference to Exhibit 10.15 to the annual report
on form 10-K for the year ended December 31, 2000).*
10.16 Employment Contract by and between Bank Plus Corporation and
Godfrey B. Evans dated as of November 19, 1998 (incorporated by
reference to Exhibit 10.41 to the annual report on form 10-K for
the year ended December 31, 1998).*
10.17 Amendment No. 1 to the Letter Agreement by and between Bank Plus
Corporation and Godfrey B. Evans dated as of January 26, 2000
(incorporated by reference to Exhibit 10.17 to the annual report
on form 10-K for the year ended December 31, 2000).*
30
EXHIBIT
NO. DESCRIPTION
- ------------- -----------------------------------------------------------------
10.18 Employment Contract by and between Bank Plus Corporation and John
M. Michel dated as of November 19, 1998 (incorporated by
reference to Exhibit 10.42 to the annual report on form 10-K for
the year ended December 31, 1998).*
10.19 Amendment No. 1 to the Letter Agreement by and between Bank Plus
Corporation and John M. Michel dated as of January 26, 2000
(incorporated by reference to Exhibit 10.19 to the annual report
on form 10-K for the year ended December 31, 2000).*
10.20 Employment Contract by and between Bank Plus Corporation and
Ronald A. Stoffers dated as of November 29, 2000 (incorporated by
reference to Exhibit 10.20 to the annual report on form 10-K for
the year ended December 31, 2000).*
10.21 Standstill Agreement dated March 30, 2000 between Bank Plus
Corporation and Strome Partners, L.P.; Strome Offshore Limited;
Strome Hedgecap Fund, L.P.; Strome Hedgecap Limited; Strome
Investment Management, L.P.; SSCO, Inc. and Mark E. Strome
(incorporated by reference to Exhibit 10.1 to the Form 8-K filed
with the SEC on April 6, 2000).*
10.22 Standstill Agreement dated March 31, 2000 between Bank Plus
Corporation and Jeffrey L. Gendell; Tontine Management, L.L.C.;
Tontine Partners, L.P.; Tontine Financial Partners, L.P. and
Tontine Overseas Associates, L.L.C (incorporated by reference to
Exhibit 10.2 to the Form 8-K filed with the SEC on April 6,
2000).*
10.23 Amendment No. 2 to the Letter Agreement by and between Bank Plus
Corporation and Mark K. Mason dated as of February 13, 2001
(incorporated by reference to Exhibit 10.23 to the annual report
on form 10-K for the year ended December 31, 2000).*
10.24 Amendment No. 2 to the Letter Agreement by and between Bank Plus
Corporation and Godfrey B. Evans dated as of February 13, 2001
(incorporated by reference to Exhibit 10.24 to the annual report
on form 10-K for the year ended December 31, 2000).*
10.25 Amendment No. 2 to the Letter Agreement by and between Bank Plus
Corporation and John M. Michel dated as of February 13, 2001
(incorporated by reference to Exhibit 10.25 to the annual report
on form 10-K for the year ended December 31, 2000).*
10.26 Agreement to Purchase Assets and Assume Liabilities dated as of
May 26, 1999 by and between Fidelity and Peoples Bank of
California (incorporated by reference to Exhibit 10.26 to the
annual report on form 10-K for the year ended December 31,
2000).*
10.27 Agreement and Plan of Merger by and between Bank Plus Corporation
and FBOP Corporation dated June 2, 2001 (filed as Exhibit 2.1 to
a current report on Form 8-K dated June 2, 2001).*
* Indicates previously filed documents.
REPORTS ON FORM 8-K
Current report on Form 8-K dated June 2, 2001 reporting an Agreement and
Plan of Merger by and between Bank Plus Corporation and FBOP Corporation dated
June 2, 2001.
31
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: August 6, 2001 /s/ Mark K. Mason
--------------------------------------
Mark K. Mason
PRESIDENT AND CHIEF EXECUTIVE OFFICER;
VICE CHAIRMAN OF THE BOARD
(PRINCIPAL EXECUTIVE OFFICER)
Date: August 6, 2001 /s/ John M. Michel
--------------------------------------
John M. Michel
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL OFFICER)
32