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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
OR
[_]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition period from N/A to
------- -------
COMMISSION FILE NO. 1-9566
FIRSTFED FINANCIAL CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 95-4087449
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
401 WILSHIRE BOULEVARD, SANTA MONICA, CALIFORNIA 90401-1490
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (310) 319-6000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK $.01 PAR VALUE
(TITLE OF CLASS)
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
The approximate aggregate market value of the voting stock held by
nonaffiliates of the Registrant as of March 3, 1994: $148,644,715.
The number of shares of Registrant's $0.01 par value common stock outstanding
as of March 1, 1994 was 10,533,186.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for Annual Meeting of Stockholders, April 20,
1994 (Parts III & IV).
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K (SUB-SECTION 229.405 OF THIS CHAPTER) IS NOT CONTAINED
HEREIN, AND WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN
DEFINITIVE PROXY OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART
III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS FORM 10-K. [X]
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PART I
ITEM 1--BUSINESS
General Description
FirstFed Financial Corp., a Delaware corporation ["FFC", and collectively
with its sole and wholly-owned subsidiary, First Federal Bank of California,
fsb ("Bank"), "Company"], was incorporated on February 3, 1987. Since September
22, 1987, FFC has been a savings and loan holding company engaged primarily in
the business of owning the Bank. Because FFC does not presently engage in any
independent business operations, substantially all earnings and performance
figures herein reflect the operations of the Bank.
The Bank was organized in 1929 as a state-chartered savings and loan
association, and, in 1935, converted to a federal mutual charter. In February,
1983 the Bank obtained a federal savings bank charter, and, in December, 1983,
converted from mutual to stock ownership.
The principal business of the Bank is attracting savings and checking
deposits from the general public, and using such deposits, together with
borrowings and other funds, to make real estate secured loans.
At December 31, 1993, the Company had assets totaling $3.7 billion compared
to $3.4 billion at December 31, l992. The Company recorded a net loss of $2.0
million for the year ended December 31, 1993. The Company recorded net earnings
of $22.1 million and $28.4 million for the years ended December 31, 1992 and
December 31, l991, respectively.
The following table shows the Company's returns on average assets ("ROAA")
and equity ("ROAE"), and ratios of average equity to average assets for each of
the years indicated.
YEAR ENDED
DECEMBER 31,
--------------------
1993 1992 1991
------ ----- -----
ROAA (1)............................................... (0.06)% 0.65% 0.91%
ROAE (1)............................................... (1.01)% 11.09% 16.09%
Average Equity to Assets Ratio (1)..................... 5.61% 5.88% 5.63%
- --------
(1) Monthly average basis.
The Bank derives its revenues principally from interest on loans and
investments, gain on sale of loans originated, and servicing fees on loans
sold. Its major items of expense are interest on deposits and borrowings, and
general and administrative expense.
As of March 15, 1994, the Bank operated 25 retail savings branches and 8 loan
origination offices, all located in Southern California. The Bank acquired 7
retail savings branches from the Resolution Trust Corporation ("RTC") in 1992
and 2 retail savings branches from the RTC in 1993. The two branches acquired
in 1993 were consolidated on December 31, 1993. In addition to the retail
branches, the Bank has telemarketing programs which expand the geographical
scope of its deposit activities. Permission to operate all full-service
branches must be approved by the Office of Thrift Supervision.
The Bank's principal market for loan originations continues to be Southern
California.
The Bank has three wholly-owned subsidiaries: Seaside Financial Corporation,
Oceanside Insurance Agency, Inc. and Santa Monica Capital Group, all of which
are California corporations. See "Subsidiaries."
2
Current Operating Environment
The Company's operating results are significantly influenced by national and
regional economic conditions, monetary and fiscal policies of the federal
government, housing demand and affordability and general levels of interest
rates.
On January 17, 1994, the Southern California area experienced a substantial
earthquake. Although centered in Northridge, some 10 miles away from the
Company's Santa Monica headquarters, the earthquake caused substantial damage
within the City of Santa Monica. However, there was no major damage to the home
office or any of the Bank's other operating facilities. Because the earthquake
occurred on a national holiday, the Bank was able to resume operations the
following day.
As of December 31, 1993, the Bank's portfolio of loans, including loans sold
with full or limited recourse, totaled $3.8 billion. Approximately $1.1 billion
of these loans were collateralized by properties in areas directly affected by
the earthquake. The property composition of the portfolio in those areas is as
follows: single family loans, $351 million (3,049 loans); multi-family loans,
$665 million (1,321 loans) and commercial property loans, $65 million (134
loans).
Management is still in the process of determining the extent to which the
collateral supporting the Bank's loan portfolio and real estate was damaged by
the earthquake. Property inspections are being conducted on multi-family and
commercial properties in the earthquake-impacted areas. To date, inspections
show that 66 properties on loans totaling $54.4 million have sustained
significant cosmetic damage and 53 properties on loans totaling $43.3 million
have sustained significant structural damage. Loan losses of $2.5 million have
been recorded to date during 1994 due to the earthquake.
The Bank has received 364 calls regarding earthquake-related issues from
single family borrowers representing $71.3 million in loans. The Bank is
working with these borrowers to determine the nature and extent of the damage
to their homes.
There are unique circumstances surrounding each property and borrower
affected by the earthquake. A borrower may have alternative sources of funds or
remedies available to offset any potential loss exposure to the Bank. These
alternative sources could include earthquake insurance, federal disaster
assistance and other financial resources of the borrower. The process of
obtaining inspections, receiving estimates of repair to the property, and
deciding on a course of action can take borrowers several months. Because of
the dynamic nature of this situation, management is unable to predict the
Bank's total loss exposure resulting from the earthquake with any reasonable
certainty at this time.
Current Economic Environment. The Southern California economy has been
experiencing an economic recession since 1989. The Bank's operations have been
affected by declines in real estate values, low levels of real estate sales
activity, high levels of unemployment and increased vacancy rates for both
commercial and multi-family properties. These conditions have led to increased
loan delinquencies and foreclosures which have caused non-performing assets to
increase to $118 million or 3.23% of total assets at the end of 1993 from $90
million or 2.62% of total assets at the end of 1992 and $60 million or 1.83% of
total assets at the end of 1991. Provisions for loan losses increased to $68
million in 1993 from $41 million in 1992 and $12 million in 1991 due to losses
recorded on problem assets.
Because the Bank typically lends less than 80% of the appraised value of the
underlying collateral of loans originated, borrowers originally have equity in
their properties. However, when the value of the underlying collateral
declines, borrowers may have little or no remaining equity. This makes
foreclosure by the Bank more likely. Additionally, multi-family property values
have been impacted by decreased rental income resulting from increased
vacancies and a general lowering of market rents. Upon foreclosure, or when
foreclosure becomes likely, the assets are recorded at fair value less
estimated cost to sell. Due to declines in real estate values in Southern
California, loan charge-offs have increased to $49 million in 1993 from $27
million in 1992 and $9 million in 1991.
3
In response to the current economic climate in Southern California, the Bank
continually monitors the sufficiency of the collateral supporting its loan
portfolio. The portfolio is evaluated on a number of factors including property
location, date of origination and loan-to-value ratio. The Bank has added
substantial amounts to its general allowance for loan losses as a result of
these evaluations, particularly during 1992 and 1993 when the recession
worsened in Southern California.
As a result of the increased provisions, the ratio of general loan loss
allowances to loans with loss exposure (the Bank's loan portfolio plus loans
sold with recourse) grew to 1.48% at the end of 1993 from 0.93% at the end of
1992 and 0.41% at the end of 1991.
Management remains concerned about the Southern California economy and the
impact that the continued recession and the Northridge earthquake could have on
the collateral securing its mortgage portfolio. On March 9, 1994 the Company
issued a press release which indicated that loan charge-offs were approximately
$12.7 million for the first two months of the year. Of this amount, $2.5
million was for the earthquake-related losses mentioned above. The remaining
loan charge-offs resulted mainly from losses on multi-family loans which are
continuing to be disproportionately adversely affected by the Southern
California recession.
Current Interest Rate Environment. The declining interest rate trend, which
started in 1989 due to Federal Reserve Board actions to spur the national
economy, continued throughout 1993. In a declining interest rate environment,
the Bank earns a higher interest margin due to a time lag inherent in the
adjustable loan portfolio. During these periods, interest costs on deposits and
borrowings decrease faster than yields earned on loans and investments. The
time lag inherent in the loan portfolio is due to operational and regulatory
constraints which do not allow the Bank to pass through monthly changes in its
cost of funds to its adjustable rate loan customers for a period of ninety days
after such changes are incurred. See "Asset-Liability Management" on page 23 of
the 1993 Annual Report to Stockholders and "Yields Earned and Rates Paid" in
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
Early in 1994, the Federal Reserve Board took steps to increase interest
rates in response to growth in the national economy. Because of the time lag
mentioned above, if interest rates continue to increase, the Bank's interest
margin will decrease as interest rates paid on savings and borrowings increase
faster than rates earned on loans and investments.
Competition. The Bank experiences strong competition in attracting and
retaining deposits and in originating real estate loans. It competes for
deposits with many of the nation's largest savings institutions and commercial
banks which have significant operations in Southern California. The Bank also
competes for deposits with credit unions, thrift and loan associations, money
market mutual funds, issuers of corporate debt securities and the government.
In addition to the rates of interest offered to depositors, the Bank's ability
to attract and retain deposits depends upon the quality and variety of services
offered, the convenience of its branch locations and its perceived financial
strength.
The Bank competes for real estate loans primarily with savings institutions,
commercial banks, mortgage banking companies and insurance companies. The
primary factors in competing for loans are interest rates, loan fees, interest
rate caps, interest rate adjustment provisions and the quality and extent of
service to borrowers and mortgage brokers. In order to compete more effectively
for new loans, the Bank began a mortgage banking program in October of 1993 in
which competitively-priced fixed and adjustable rate mortgages are originated
for sale in the secondary loan markets. Since this program was recently
initiated, loans originated for the mortgage banking purposes did not
materially impact the level of loans originated during 1993 or the amounts of
loan interest income or loan servicing income for the year.
Environmental Concerns. Real estate lenders may have liability for any
properties securing their loans found to have pollutant or toxic features.
Environmental protection laws are strict and impose joint and several liability
on numerous parties. Liability will generally be imposed on the entity from
which an agency
4
can collect. It is possible for the cost of cleanup of environmental problems
to exceed the value of the security property.
The Bank has adopted stringent environmental underwriting requirements when
considering loans secured by environmentally high risk property (e.g.
commercial, industrial, new construction of all types, and older properties of
all types which may contain friable asbestos.)
Business Concentration. The Bank has no single customer or group of customers
either as depositors or borrowers, the loss of any one or more of which would
have a material adverse effect on the Bank's operations or earnings prospects.
Yields Earned and Rates Paid. Net interest income, the major component of
core earnings for the Bank, depends primarily upon the difference between the
combined average yield earned on the loan and investment security portfolios
and the combined average interest rate paid on deposits and borrowings, as well
as the relative balances of interest-earning assets and interest-bearing
liabilities.
The following table sets forth the Bank's average daily dollar amounts of,
average yields earned on and interest income on loans and investment
securities; the average dollar amounts of, rates paid on and interest expense
on savings and borrowings; differences between interest-earning assets and
interest-bearing liabilities; net interest income, interest rate spreads and
the effective net spreads during the periods indicated. The effective net
spread is defined as net interest income divided by average interest-earning
assets.
FOR THE YEAR ENDED
DECEMBER 31, 1993
-----------------------------------
AVERAGE INTEREST
DOLLAR YIELDS EARNED INCOME OR
AMOUNT(1) OR RATES PAID EXPENSE(2)
---------- ------------- ----------
(DOLLARS IN THOUSANDS)
Loans and mortgage-backed securities....... $3,297,299 6.71% $221,178
Investment securities...................... 134,986 4.70 6,343
---------- --------
Interest-earning assets.................... 3,432,285 6.63 227,521
Savings deposits........................... 2,065,867 3.76 77,767
Borrowings................................. 1,309,658 4.09 53,558
---------- --------
Interest-bearing liabilities............... 3,375,525 3.89 131,325
----------
Excess of interest-earning assets over in- $ 56,760
terest-bearing liabilities................ ========== --------
Net Interest Income........................ $ 96,196
========
Interest Rate Spread....................... 2.74
Effective Net Spread....................... 2.79
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(1) Non-accrual loans were included in the average dollar amount of loans
outstanding but no income was recognized during the period that the loan
was on non-accrual status.
(2) Dividends on Federal Home Loan Bank stock and miscellaneous interest income
were not considered in this analysis.
5
FOR THE YEAR ENDED
DECEMBER 31, 1992
-----------------------------------
AVERAGE INTEREST
DOLLAR YIELDS EARNED INCOME OR
AMOUNT(1) OR RATES PAID EXPENSE(2)
---------- ------------- ----------
(DOLLARS IN THOUSANDS)
Loans and mortgage-backed securities....... $3,138,947 7.93% $248,964
Investment securities...................... 123,481 4.24 5,238
---------- --------
Interest-earning assets.................... 3,262,428 7.79 254,202
Savings deposits........................... 1,884,436 4.66 87,841
Borrowings................................. 1,241,011 5.10 63,230
---------- --------
Interest-bearing liabilities............... 3,125,447 4.83 151,071
----------
Excess of interest-earning assets over in- $ 136,981
terest-bearing liabilities................ ========== --------
Net Interest Income........................ $103,131
========
Interest Rate Spread....................... 2.96
Effective Net Spread....................... 3.16
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(1) Non-accrual loans were included in the average dollar amount of loans
outstanding but no income was recognized during the period that the loan was
on non-accrual status.
(2) Dividends on Federal Home Loan Bank stock and miscellaneous interest income
were not considered in this analysis.
FOR THE YEAR ENDED
DECEMBER 31, 1991
-----------------------------------
AVERAGE INTEREST
DOLLAR YIELDS EARNED INCOME OR
AMOUNT(1) OR RATES PAID EXPENSE(2)
---------- ------------- ----------
(DOLLARS IN THOUSANDS)
Loans and mortgage-backed securities....... $2,891,298 9.96% $287,909
Investment securities...................... 105,289 6.03 6,349
---------- --------
Interest-earning assets.................... 2,996,587 9.82 294,258
Savings deposits........................... 1,726,059 6.70 115,659
Borrowings................................. 1,123,247 7.08 79,477
---------- --------
Interest-bearing liabilities............... 2,849,306 6.85 195,136
----------
Excess of interest-earning assets over in- $ 147,281
terest-bearing liabilities................ ========== --------
Net Interest Income........................ $ 99,122
========
Interest Rate Spread....................... 2.97
Effective Net Spread....................... 3.29
- --------
(1) Non-accrual loans were included in the average dollar amount of loans
outstanding but no income was recognized during the period that the loan
was on non-accrual status.
(2) Dividends on Federal Home Loan Bank stock and miscellaneous interest income
were not considered in this analysis.
The tables above reflect the decreasing trend in interest rates over the past
three years. The Bank's adjustable rate loan portfolio is based primarily on
changes in the Federal Home Loan Bank's Eleventh District Cost of Funds Index
("Index"). Changes in the Index closely parallel changes in the Bank's cost of
funds. Therefore, the yield on the loan portfolio has decreased along with the
cost of deposits and borrowings over the years. As previously mentioned, in a
decreasing rate environment, the cost of the Bank's deposits and borrowings
typically decrease faster than the yield on loans and investments. However,
increased non-performing assets had a negative impact on the loan portfolio
yield over the last three years. The effect was more pronounced in 1993 when
the interest rate margin fell to 2.74% from 2.96% in 1992 due to a 31% increase
in non-performing assets.
6
Non-performing assets also caused the excess of average interest-earning
assets over interest-bearing liabilities to decrease to $57 million in 1993
from $137 million in 1992 and $147 million in 1991. A reduction in the excess
of average interest-earning assets over interest-bearing liabilities has a
negative impact on the dollar amount of net interest income earned by the Bank.
Despite the decreasing interest rate trend in the financial marketplace, the
yield on the investment security portfolio increased in 1993 compared to 1992
because management lengthened the maturities of securities in the Bank's
investment portfolio.
Interest expense for 1993, 1992 and 1991 includes accruals for additional
interest expense on possible Internal Revenue Service ("IRS") adjustments. The
Bank is undergoing an IRS audit in the normal course of business. The possible
IRS adjustments relate to industry-wide issues that may involve litigation and
may not be resolved for several years.
The table below sets forth certain information regarding changes in the
interest income and interest expense of the Bank for the periods indicated. For
each category of interest-earning asset and interest-bearing liability,
information is provided on changes attributable to (i) changes in volume
(changes in average balance multiplied by old rate) and (ii) changes in rates
(changes in rate multiplied by prior year average balance.)
YEAR ENDED DECEMBER 31,
--------------------------
1993 VERSUS 1992
--------------------------
CHANGES DUE TO
--------------------------
VOLUME RATE TOTAL
------ ---- -----
(IN THOUSANDS)
Interest Income:
Loans............................................ $12,082 $(39,868) $(27,786)
Investments...................................... 513 592 1,105
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Total interest income.......................... 12,595 (39,276) (26,681)
Interest Expense:
Deposits......................................... 7,914 (17,988) (10,074)
Borrowings....................................... 3,346 (13,018) (9,672)
------- -------- --------
Total interest expense......................... 11,260 (31,006) (19,746)
------- -------- --------
Net interest income (expense)................ $ 1,335 $ (8,270) $ (6,935)
======= ======== ========
YEAR ENDED DECEMBER 31,
--------------------------
1992 VERSUS 1991
--------------------------
CHANGES DUE TO
--------------------------
VOLUME RATE TOTAL
------ ---- -----
(IN THOUSANDS)
Interest Income:
Loans............................................ $23,174 $(62,119) $(38,945)
Investments...................................... 977 (2,088) (1,111)
------- -------- --------
Total interest income.......................... 24,151 (64,207) (40,056)
Interest Expense:
Deposits......................................... 9,864 (37,682) (27,818)
Borrowings....................................... 7,697 (23,944) (16,247)
------- -------- --------
Total interest expense......................... 17,561 (61,626) (44,065)
------- -------- --------
Net interest income (expense)................ $ 6,590 $ (2,581) $ 4,009
======= ======== ========
7
YEAR ENDED DECEMBER 31,
-------------------------
1991 VERSUS 1990
-------------------------
CHANGES DUE TO
-------------------------
VOLUME RATE TOTAL
------ ---- -----
(IN THOUSANDS)
Interest Income:
Loans.............................................. $31,417 $(24,797) $ 6,620
Investments........................................ 1,240 (2,083) (843)
------- -------- -------
Total interest income............................ 32,657 (26,880) 5,777
Interest Expense:
Deposits........................................... 6,116 (21,070) (14,954)
Borrowings......................................... 17,956 (14,863) 3,093
------- -------- -------
Total interest expense........................... 24,072 (35,933) (11,861)
------- -------- -------
Net interest income............................ $ 8,585 $ 9,053 $17,638
======= ======== =======
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Note: Changes in rate/volume (change in rate multiplied by the change in
average volume) have been allocated to the change in rate or the change in
volume based upon the respective percentages of the combined totals. Dividends
on Federal Home Loan Bank Stock and miscellaneous interest income were not
considered in this analysis.
Lending Activities
General. The Bank's primary lending activity has been and continues to be the
origination of loans for the purpose of enabling borrowers to purchase,
refinance or construct improvements on residential real property. The loan
portfolio primarily consists of loans made to home buyers and homeowners on the
security of single family dwellings and multi-family dwellings. The loan
portfolio also includes loans secured by commercial and industrial real
properties.
For an analysis of loan portfolio composition and an analysis of the types of
loans originated, see Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Origination and Sale of Loans. The Bank engages exclusive loan consultants on
an incentive compensation basis to procure applicants for loans. The Bank also
derives business from traditional sources of non-exclusive brokers and borrower
referrals. Loan originations were $746 million in 1993, $841 million in 1992
and $647 million in 1991.
The decrease in loan originations during 1993 compared to 1992 was the result
of a slow down in real estate activity and increased competition in the Bank's
lending areas.
In October of 1993, the Bank began a new mortgage banking program in which it
offers competitively-priced fixed rate and adjustable rate loans not typically
maintained in its portfolio. These products are sold in the secondary loan
markets. Management believes that this expanded array of loan products will
allow the Bank to compete more effectively. Since the new mortgage banking
program was started late in 1993, it did not have a substantial impact on loan
originations or loan sales during the year.
In 1992, loan originations increased over 1991 due to an influx of fixed rate
loans brought to the Bank by non-exclusive loan brokers. Because of the higher
level of fixed rate loans originated, loan sales for 1992 increased to $154
million in 1992 from $55 million in 1991.
8
Loan sales for 1993 were $153 million and included the sale of a mortgage-
backed security which had been maintained in the Bank's portfolio of loans and
mortgage-backed securities held for sale.
Loans originated for resale are recorded at the lower of cost or market. The
time from origination to sale may take up to three months due to packaging
requirements.
The Bank structures mortgage-backed securities with loans from its own loan
portfolio for use in collateralized borrowing arrangements. In exchange for the
improvement in credit risk when the mortgage-backed securities are formed,
guarantee fees are paid to FHLMC or FNMA. $112 million, $187 million and $157
million in loans were converted into mortgage-backed securities during 1993,
1992 and 1991, respectively. All mortgage-backed securities included in the
Bank's loan portfolio were originated by the Bank.
The Bank serviced $787 million in loans for other investors as of December
31, 1993. $365 million of these loans were sold under recourse arrangements.
Due to regulatory requirements, the Bank maintains capital for loans sold with
recourse as if those loans had not been sold. The Bank had been active in these
types of transactions in the past, but has not entered into any new recourse
arrangements since 1989 when the new regulations took effect. Loans sold with
recourse are considered along with the Bank's own loans in determining the
adequacy of general loan valuation allowances. The principal balance of loans
sold with recourse decreased from $406 million at the end of 1992 and $471
million at the end of 1991 due to loan payoffs and foreclosures.
Interest Rates, Terms and Fees. First Federal aggressively markets adjustable
mortgage loans ("AMLs") with 30 year terms and interest rates which adjust each
month based upon the Index. (See "Asset--Liability Management" in Management's
Discussion and Analysis of Financial Condition and Results of Operations.) The
monthly payment is changed annually, but the maximum annual change in that
payment is limited to 7.5%. Any additional interest due is added to the
principal balance of the loan. Payments are adjusted every five years without
regard to the 7.5% limitation to provide for full amortization during the
balance of the loan term. Although the interest rates are adjusted monthly,
these loans have a lifetime cap ranging from 400 to 750 basis points above
their initial interest rate. Generally, these loans may be assumed at any time
during their term provided that the Bank enters into a separate written
agreement with the current borrower and the qualified borrower to whom the
property is transferred. Additionally, the new borrower is required to pay
assumption fees customarily charged for similar transactions.
The Bank offers two variations of the AML based on the Index, the "AML IIC"
and the "AML IID". The initial rate on the AML IIC is below market for the
first three months of the loan term. The AML IID has no below market initial
rate but starts with a pay rate similar to the AML IIC. This results in
immediate negative amortization but allows the loan to earn at the fully
indexed rate immediately. The difference in negative amortization on these two
products is minor. Most of the Bank's new AML volume is comprised of these two
products.
The Bank also offers a loan product with the interest rate and payment fixed
for three years, the "AML IIH". Thereafter, the loan becomes a typical, monthly
adjustable AML except that the first payment adjustment has a 15% limitation.
Additionally, a six month AML based on the six month LIBOR is offered, the
"AML IIIP". Rate changes are subject to a 2% cap per annum. There is no
negative amortization on this product. The AML IIH and AML IIIP comprise only a
minor portion of new loan originations for the Bank.
The Bank requires that borrowers obtain private mortgage insurance on loans
in excess of 80% of the appraised property value. On certain loans the Bank
charges premium rates and/or fees in exchange for waiving the insurance
requirement. Loans on which the insurance requirement has been waived represent
less than 10% of the loan portfolio. The Bank's loss experience on these loans
is comparable to that of the remaining portfolio.
9
Because AML loan-to-value ratios may increase above those established at the
time of loan origination due to negative amortization, the Bank rarely lends in
excess of 90% of the appraised value on AMLs. The amount of negative
amortization recorded by the Bank decreases during periods of declining
interest rates. As of December 31, 1993, negative amortization on all loans
serviced by the Bank totaled $602 thousand.
The Bank will lend up to 95% of the appraised value on fixed rate loans.
Under current loan programs, the Bank normally lends less than or equal to 80%
of a single family property's appraised value and less than or equal to 70% of
a multi-family property's appraised value at the time of loan origination.
Although regulations permit a maximum amortization period of 40 years for
real property secured home loans and 30 years for other real estate loans,
virtually all of the Bank's real estate loans provide for a maximum
amortization term of 30 years or less. The Bank is in the early stages of
implementing a loan product based on an amortization period of 40 years.
The following table shows the contractual maturities of the Bank's loans at
December 31, 1993.
LOAN MATURITY ANALYSIS
MATURITY PERIOD
------------------------------------------------------
>1 YEAR
TOTAL 1 YEAR TO 5 >5-10 >10-20 OVER 20
BALANCE OR LESS YEARS YEARS YEARS YEARS
---------- ------- ------- ------- -------- ----------
(DOLLARS IN THOUSANDS)
Interest rate sensitive
loans:
AMLs.................. $2,660,691 $3,006 $4,940 $39,993 $ 89,233 $2,523,519
Mortgage-backed secu-
rities............... 697,705 -- -- -- -- 697,705
---------- ------ ------ ------- -------- ----------
Total interest rate sen-
sitive loans........... 3,358,396 3,006 4,940 39,993 89,233 3,221,224
Fixed rate loans:
1st mortgages......... 52,474 25 3,708 10,050 23,835 14,856
2nd mortgages......... 448 -- 79 274 95 --
Mortgage-backed secu-
rities............... 10,578 -- -- -- 10,578 --
Consumer and other
loans................ 2,050 1,773 277 -- -- --
---------- ------ ------ ------- -------- ----------
Total fixed rate loans.. 65,550 1,798 4,064 10,324 34,508 14,856
---------- ------ ------ ------- -------- ----------
$3,423,946 $4,804 $9,004 $50,317 $123,741 $3,236,080
========== ====== ====== ======= ======== ==========
10
Risk Elements
Non-accrual, Past Due and Restructured Loans. The Bank establishes allowances
for delinquent interest equal to the amount of accrued interest on all loans 90
days or more past due or in foreclosure. This practice effectively places such
loans on non-accrual status for financial reporting purposes.
The following is a summary of non-accrual loans as of the end of each of the
periods indicated for which delinquent interest reserves had been established.
% OF % OF % OF % OF % OF
1993 TOTAL 1992 TOTAL 1991 TOTAL 1990 TOTAL 1989 TOTAL
-------- ----- ------- ----- ------- ----- ------- ----- ------ -----
(DOLLARS IN THOUSANDS)
Non-accrual Loans:
Single family.......... $ 25,317 24% $24,634 35% $21,441 37% $ 6,063 24% $3,849 43%
Multi-family........... 70,207 66 42,481 60 34,347 60 18,937 75 432 5
Commercial............. 10,307 10 3,623 5 1,536 3 -- -- 4,476 50
Other.................. 245 -- 271 -- 194 -- 388 1 229 2
-------- --- ------- --- ------- --- ------- --- ------ ---
Total Non-accrual
Loans............... $106,076 100% $71,009 100% $57,518 100% $25,388 100% $8,986 100%
======== === ======= === ======= === ======= === ====== ===
The additional amount of interest that would have been reported had there
been no loans 90 days or more contractually delinquent would have been $6
million, $4 million, $3 million, $1 million and $681 thousand at December 31,
1993, 1992, 1991, 1990 and 1989, respectively.
For a discussion of non-performing assets, see Management's Discussion and
Analysis of Financial Condition and Results of Operations.
The Bank has no loans which qualify as troubled debt restructurings as
defined in Statement of Financial Accounting Standards No. 15. The Bank may
enter into loan modifications on a limited basis with borrowers for temporary
reductions of principal and interest payments. If the borrower is unable to
return to scheduled principal and interest payments at the end of that period,
foreclosure procedures are initiated. Typically, loan terms are reduced to no
less than a required monthly interest payment. Any loss of revenues under the
modified terms would be immaterial to the Bank.
Loan Loss Experience Summary. The Bank maintains a general valuation
allowance to absorb possible future losses that may be realized on its loan
portfolio and foreclosed real estate. The allowance is reviewed and adjusted at
least quarterly based upon a number of factors, including asset
classifications, economic trends, industry experience, industry and geographic
concentrations, estimated collateral values, management's assessment of credit
risk inherent in the portfolio, historical loss experience and the Bank's
underwriting practices.
In response to the above factors, the general loan allowance has increased
over the last three years to 1.48% of loans with loss exposure at December 31,
1993 from 0.93% at December 31, 1992 and 0.41% at December 31, 1991. As a
result of continued weaknesses in the economy and real estate markets in which
the Bank operates, further increases in the general valuation allowance may be
required in future periods. In addition, various regulatory agencies, as an
integral part of their examination process, periodically review the Bank's
general valuation allowance. These agencies may require the Bank to establish
additional general valuation allowances based on their judgments of the
information available at the time of the examination.
11
The following is an analysis of the activity in the general allowance for
loan losses for the last five years (in thousands).
Balance at December 31, 1988 $ 7,692
Charge-offs........................................................ (122)
Provisions for loan losses......................................... 824
--------
Balance at December 31, 1989....................................... 8,394
Charge-offs........................................................ (1,339)
Provisions for loan losses......................................... 4,126
--------
Balance at December 31, 1990....................................... 11,181
Charge-offs........................................................ (9,077)
Provisions for loan losses......................................... 11,833
--------
Balance at December 31, 1991....................................... 13,937
Charge-offs........................................................ (27,467)
Provisions for loan losses......................................... 41,384
--------
Balance at December 31, 1992....................................... 27,854
Charge-offs........................................................ (48,633)
Provisions for loan losses......................................... 67,679
--------
Balance at December 31, 1993....................................... $ 46,900
========
The ratio of total net charge offs to average loans outstanding was 1.47%,
0.88%, 0.31%, 0.05%, and 0% for 1993,1992, 1991, 1990 and 1989, respectively.
The progressive increase in loan charge offs since 1989 is due to
recessionary factors such as increased vacancies on multi-family properties,
decreased real estate values, layoffs and slower rates of real estate sales.
These recessionary factors have negatively impacted the ability of borrowers to
make loan payments on a timely basis or sell their properties prior to
foreclosure.
Whether the trend continues depends on the length and severity of the
recession and the impact of loan losses resulting from the Northridge
earthquake. A continuation of the trend of increased charge-offs would
adversely impact the Company's future loan loss provisions and earnings. As
mentioned previously, as of March 15, 1994, the Bank had recorded an additional
provision for loan losses totaling $12.7 million, of which $2.5 million was
attributable to earthquake losses and the remainder was attributable to
declines in real estate values resulting from the continued recession in
Southern California. Management is still in the preliminary stages of
evaluating the impact of the earthquake on the collateral supporting the Bank's
loans.
12
The following schedule details the allowances for loan losses as a percentage
of total loans (excluding mortgage-backed securities), total loans with
recourse, and non-accrual loans as of the dates indicated (dollars in
thousands).
1993
General Valuation Allowance...................................... $ 46,900
Loans............................................................ $2,781,836
Allowance as % of Total Loans.................................... 1.69%
Allowance as % of Total Loans with Loss Exposure................. 1.48%
Allowance as % of Non-accrual Loans.............................. 44.21%
1992
General Valuation Allowance...................................... $ 27,854
Loans............................................................ $2,549,822
Allowance as % of Total Loans.................................... 1.09%
Allowance as % of Total Loans with Loss Exposure................. 0.93%
Allowance as % of Non-accrual Loans.............................. 39.23%
1991
General Valuation Allowance...................................... $ 13,937
Loans............................................................ $2,408,859
Allowance as % of Total Loans.................................... 0.58%
Allowance as % of Total Loans with Loss Exposure................. 0.41%
Allowance as % of Non-accrual Loans.............................. 24.23%
1990
General Valuation Allowance...................................... $ 11,181
Loans............................................................ $2,166,731
Allowance as % of Total Loans.................................... 0.52%
Allowance as % of Non-accrual Loans.............................. 44.04%
1989
General Valuation Allowance...................................... $ 8,394
Loans............................................................ $2,050,224
Allowance as % of Total Loans.................................... 0.41%
Allowance as % of Non-accrual Loans.............................. 93.41%
The Bank begins foreclosure proceedings on single family loans after they
have been delinquent for 15 days after the grace period and begins foreclosure
proceedings on multi-family loans after they have been delinquent for 10 days
after the grace period. All loans greater than 90 days delinquent are placed
into foreclosure and a valuation allowance is established, if necessary. The
Bank acquires title to the property in most foreclosure actions that are not
reinstated by the borrower. Once real estate is acquired in settlement of a
loan, the Bank ceases to accrue and reserve for interest income and the
property is recorded at fair value less estimated costs to sell.
The following table details general loan valuations by loan type for the
periods indicated.
% OF % OF % OF % OF
1990 TOTAL 1991 TOTAL 1992 TOTAL 1993 TOTAL
------- ----- ------- ----- ------- ----- ------- -----
(DOLLARS IN THOUSANDS)
Real Estate Loans:
Single Family......... $ 2,905 26% $ 4,084 29% $ 3,935 14% $ 6,607 14%
Multi-Family.......... 6,092 55 7,580 54 20,709 75 37,691 81
Commercial and Indus-
trial................ 2,066 18 2,194 16 3,154 11 2,551 5
Non Real Estate Loans... 117 1 78 1 57 -- 51 --
------- --- ------- --- ------- --- ------- ---
Total................. $11,180 100% $13,936 100% $27,855 100% $46,900 100%
======= === ======= === ======= === ======= ===
13
The Bank's Asset Classification Committee meets at least monthly to test and
monitor the condition of the loan portfolio on an ongoing basis. Additionally,
a special workout group of the Bank's officers meets at least weekly to resolve
delinquent loan situations and to initiate actions enforcing the Bank's rights
in security properties pending foreclosure and liquidation.
Other Interest-Earning Assets. The Bank owned no other contractually
delinquent interest-earning assets other than loans as of December 31, 1993.
Investment Activities
Savings institutions are required by federal regulations to maintain a
minimum ratio of liquid assets which may be invested in certain government and
other specified securities. This level is adjusted from time to time in
response to prevailing economic conditions and as a means of controlling the
amount of available mortgage credit. At December 31, 1993, the liquidity
requirement was 5.00% and the Bank's regulatory liquidity percentage was 5.17%.
It is the Bank's policy to keep long term investments at a modest level and
to use available cash to originate mortgages which normally command higher
yields. Therefore, interest income on investments generally represents less
than 3% of total revenues.
Investment securities are carried at cost (with any premium or discount
amortized over the term of the security using the interest method) because
management has the intent and ability to hold the securities until maturity.
Gross unrealized gains totaled $618 thousand at December 31, 1993. Gross
unrealized losses as of that date totaled $170 thousand.
The following table summarizes the total investment portfolio (including
liquid investments) by type at the end of the periods indicated.
DECEMBER 31,
----------------------------------------------
1993 1992 1991 1990 1989
-------- ------- -------- ------- --------
(DOLLARS IN THOUSANDS)
U.S. Treasury Securities....... $ 5,111 $ 7,113 $ 7,115 $ 9,020 $ 5,009
U.S. Agency Securities......... 42,600 11,034 6,054 -- 5,000
Corporate Bonds................ -- -- 3,003 3,005 --
Repurchase Agreements.......... -- -- 95,000 60,000 45,000
Overnight Investments.......... -- -- -- -- 80,000
Certificates of Deposit........ -- -- -- 4,228 6,259
Collateralized Mortgage Obliga-
tions......................... 47,352 22,235 -- -- --
Mortgage Backed Securities..... 8,773 3,354 -- -- --
-------- ------- -------- ------- --------
$103,836 $43,736 $111,172 $76,253 $141,268
======== ======= ======== ======= ========
Weighted average yield on in-
terest-earnings investments
end of period................. 5.16% 6.18% 4.90% 7.74% 8.42%
======== ======= ======== ======= ========
14
The following is a summary of the maturities, and market values of investment
securities as of December 31, 1993.
MATURITY
--------------------------------- TOTAL CARRYING
WITHIN 1 YEAR 1-5 YEARS VALUE
---------------- ---------------- -----------------
WEIGHTED WEIGHTED WEIGHTED TOTAL AVERAGE
AVERAGE AVERAGE AVERAGE MARKET MATURITY
AMOUNT YIELD AMOUNT YIELD AMOUNT YIELD VALUE YRS/MOS
------- -------- ------- -------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS)
U.S. Treasury Securi-
ties................... $ 2,102 7.39% $ 3,009 8.28% $ 5,111 7.91% $ 5,371 1/ 0
U.S. Agency Securities.. 2,009 7.55 40,591 5.32 42,600 5.42 42,683 3/ 0
Collateral Mortgage Ob-
ligations.............. 7,472 4.56 39,880 4.56 47,352 4.56 47,389 4/ 1
Mortgage Backed Securi- 118 8,655 8,773 8,839
ties................... ------- 5.53 ------- 5.53 -------- 5.53 -------- 3/10
$11,701 5.59% $92,135 5.11% $103,836 5.16% $104,282 3/ 0
======= ======= ======== ========
Sources of Funds
General. The Bank's principal sources of funds are savings deposits, advances
from the Federal Home Loan Bank of San Francisco ("FHLBSF") and other
borrowings.
Deposits. The Bank obtains deposits through three different sources: 1) its
retail branch system; 2) its telemarketing department (phone solicitations by
employees); and 3) national brokerage houses.
The Bank considers deposits acquired through its telemarketing department and
from national brokerage houses to be alternate sources of funds similar in
nature to any other savings deposit or borrowing. Generally, the Bank chooses
the source of funds with the lowest overall cost.
Deposits acquired through the telemarketing department are typically placed
by managers of pension funds and represented 12%, 19% and 25% of total deposits
at December 31, 1993, 1992 and 1991, respectively. The percentage of deposits
in telemarketing funds decreased during 1993 and 1992 due to competition from
other investment instruments providing higher yields to depositors.
Deposits acquired through national brokerage houses represented 23%, 14% and
17% of total deposits at December 31, 1993, 1992 and 1991, respectively. Any
fees paid to deposit brokers are amortized over the term of the deposit. Based
on historical renewal percentages, management believes that these deposits are
a stable source of funds. The Bank accepted brokered deposits during 1993
pursuant to a waiver obtained from the Federal Deposit Insurance Corporation
("FDIC"). Institutions with regulatory risk-based capital ratios in excess of
10% with MACRO ratings of 1 or 2 are not required to obtain a waiver from the
FDIC.
Retail deposits were $1.5 billion at the end of 1993, $1.3 billion at the end
of 1992 and $1.0 billion at the end of 1991. Increased deposits during 1993
resulted from branch acquisitions. Increased deposits during 1992 resulted from
branch acquisitions and additional deposits brought in by the overall branch
system.
The Bank acquired two retail branches from the Resolution Trust Corporation
("RTC") in December of 1993 with deposits totaling $113 million. At December
31, 1993, $103 million of those deposits remained. One of the two branches was
closed and the deposits were merged into the other acquired branch. The Bank
operated 25 retail branches at the end of 1993.
During 1992 the Bank acquired 7 retail branches with deposits totaling $290
million from the RTC. One previously-existing branch which was located nearby
an acquired branch was merged with that acquired branch.
The interest rates paid on deposits are a major determinant of the average
cost of lendable funds. The following tables set forth information regarding
the amount of deposits in the various types of savings programs offered by the
Bank at the end of the years indicated and the average balances and rates for
those years.
15
DECEMBER 31,
--------------------------------------------------------
1993 1992 1991
------------------ ------------------ ------------------
AMOUNT % AMOUNT % AMOUNT %
---------- ------- ---------- ------- ---------- -------
(DOLLARS IN THOUSANDS)
Variable rate non-term
accounts:
Money market deposit
accounts (weighted
average rate 2.40%,
2.75% and 4.08%)..... $ 196,467 9% $ 186,721 9% $ 144,440 8%
Interest-bearing
checking accounts
(weighted average
rate 2.18%, 2.39% and
3.85%)............... 148,460 6 127,985 7 72,846 4
Passbook accounts
(2.29%, 2.64% and
4.25%)............... 118,455 5 106,247 5 61,700 4
Non-interest bearing
checking
accounts............. 44,868 2 33,177 2 16,070 1
---------- ---- ---------- ---- ---------- ----
508,250 22 454,130 23 295,056 17
Fixed term rate cer-
tificate accounts:
Under six month term
(weighted average
rate of 2.77%, 3.20%
and 5.23%)........... 69,132 3 117,954 6 120,841 7
Six month term
(weighted average
rate of 3.13%, 3.50%
and 5.68%)........... 299,368 13 230,489 12 123,040 7
Nine month term
(weighted average of
3.36%, 3.77% and
6.45%)............... 200,269 9 45,852 2 118,249 7
One year to 18 month
term (weighted aver-
age rate of 3.67%,
4.14% and 6.39%)..... 474,853 20 333,798 17 308,945 18
Two year or 30 month
term (weighted aver-
age rate of 4.67%,
6.16% and 7.13%)..... 148,993 7 186,473 9 107,866 6
Over 30 month term
(weighted average
rate of 5.80%, 6.56%
and 7.77%)........... 307,513 13 141,713 7 68,152 4
Discounted accounts
(weighted average
rate of 7.50%)....... -- -- -- -- 34 --
Negotiable certifi-
cates of $100,000 and
greater, 30 day to
one year terms
(weighted average
rate of 3.43%, 3.82%
and 5.84%)........... 297,102 13 472,336 24 597,920 34
1,797,230 78 1,528,615 77 1,445,047 83
---------- ---- ---------- ---- ---------- ----
Total deposits
(weighted average
rate of 3.60%, 3.97%
and 5.70%)........... $2,305,480 100% $1,982,745 100% $1,740,103 100%
========== ==== ========== ==== ========== ====
DURING THE YEAR DECEMBER 31,
--------------------------------------------------------
1993 1992 1991
------------------ ------------------ ------------------
AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE
BALANCE RATE BALANCE RATE BALANCE RATE
---------- ------- ---------- ------- ---------- -------
(DOLLARS IN THOUSANDS)
Passbook Accounts....... $ 105,780 2.25% $ 85,202 3.32% $ 67,412 4.92%
Money Market Deposit
Accounts............... 191,023 2.34 142,627 3.43 61,302 5.14
Interest-bearing Check-
ing Accounts........... 178,640 1.73 152,200 2.30 131,241 3.34
Fixed term Certificate
Accounts............... 1,590,424 4.25 1,504,407 5.09 1,466,104 7.15
---------- ---- ---------- ---- ---------- ----
$2,065,867 3.76% $1,884,436 4.66% $1,726,059 6.70%
========== ==== ========== ==== ========== ====
16
The following table shows the maturity distribution of jumbo certificates of
deposit ($100,000 and greater) as of December 31, 1993 (in thousands).
Maturing in:
1 month or less................................................. $ 74,665
Over 1 month to 3 months........................................ 134,175
Over 3 months to 6 months....................................... 43,140
Over 6 months to 12 months...................................... 45,122
--------
Total......................................................... $297,102
========
Based on historical renewal percentages at maturity, management believes that
jumbo certificates of deposit are a stable source of funds. For additional
information with respect to deposits, see note 6 of the Notes to Consolidated
Financial Statements.
Borrowings. The FHLB System functions as a source of credit to financial
institutions which are members of a regional Federal Home Loan Bank. The Bank
may apply for advances from the FHLBSF secured by the FHLB capital stock owned
by the Bank, certain of the Bank's mortgages and other assets (principally
obligations issued or guaranteed by the United States government or agencies
thereof). Advances can be requested for any sound business purpose which an
institution is authorized to pursue. However, as a result of the enactment of
FIRREA (see "Summary of Material Legislation and Regulations"), any institution
not meeting the qualified thrift lender test will be subject to restrictions on
its ability to obtain advances from the FHLBSF. In granting advances, the
FHLBSF also considers a member's creditworthiness and other relevant factors.
Total advances from the FHLBSF were $515 million at December 31, 1993 at a
weighted average rate of 4.70%. This compares with advances of $654 million at
December 31, 1992 and $524 million at December 31, 1991 at weighted average
rates of 5.20% and 5.86%, respectively. The decrease during 1993 was due to
advances repaid after the branches were acquired in December.
The Bank enters into sales of securities and whole loans under agreements to
repurchase (reverse repurchase agreements) which require the repurchase of the
same securities or loans. The agreements are treated as borrowings in the
Bank's statement of financial condition. There are certain risks involved with
doing these types of transactions. In order to minimize these risks, the Bank's
policy is to enter into agreements only with primary dealers. Borrowings under
reverse repurchase agreements totaled $549 million at December 31, 1993 and
were secured by mortgage-backed securities with principal balances totaling
$559 million. Borrowings under reverse repurchase agreement totaled $491
million at December 31, 1992 and $624 million at December 31, 1991.
Borrowings from all sources totaled $1.1 billion, $1.2 billion and $1.3
billion at weighted average rates of 3.99%, 4.48% and 5.47% at December 31,
1993, 1992, and 1991, respectively.
The Bank's portfolio of short term borrowings includes reverse repurchase
agreements, short-term variable rate credit advances from the FHLBSF and other
short term borrowings. The following schedule summarizes short term borrowings
for the last three years.
17
MAXIMUM
MONTH-END
OUTSTANDING
END OF PERIOD BALANCE AVERAGE FOR PERIOD
---------------- DURING THE --------------------
OUTSTANDING RATE PERIOD OUTSTANDING RATE
----------- ---- ----------- ------------ -------
(DOLLARS IN THOUSANDS)
1993
Short term variable rate
credit advances........... $ 30,000 3.94% $245,000 $ 116,538 3.56%
Securities sold under
agreements to repurchase.. $548,649 3.32% $650,033 $ 594,314 3.06%
Other short term
borrowings................ $ 29,800 3.92% $ 76,650 $ 48,473 3.38%
1992
Short term variable rate
credit advances........... $140,000 3.34% $195,000 $ 88,462 4.07%
Securities sold under
agreements to repurchase.. $491,091 3.61% $594,680 $ 527,528 4.16%
Other short term
borrowings................ $ 50,650 3.73% $157,950 $ 93,069 3.96%
1991
Short term variable rate
credit advances........... $ 95,000 5.06% $105,000 $ 44,167 6.41%
Securities sold under
agreements to repurchase.. $623,572 4.94% $645,783 $ 598,655 4.94%
Other short term
borrowings................ $ 71,800 4.92% $ 87,050 $ 55,583 6.12%
Other Sources
Other sources of funds include loan sales and principal payments on loans.
Loan sales were $153 million in 1993 compared with $154 million during 1992 and
$55 million in 1991. The volume of loans sold varies based on a number of
factors, including the dollar amount of fixed rate loans originated.
Principal payments were $356 million in 1993, $322 million in 1992 and $278
million in 1991. Principal payments include both amortization and prepayments
and are a function of real estate activity and general levels of interest
rates. Principal payments have increased over the last three years due to
growth in average loans outstanding and increased mortgage refinancing due to
low interest rates.
Subsidiaries
The Bank has three wholly-owned subsidiaries: Seaside Financial Corporation
("Seaside"), Oceanside Insurance Agency, Inc. ("Oceanside"), and Santa Monica
Capital Group ("SMCG"), all of which are California corporations.
As of December 31, 1993 the Bank had invested $457 thousand (primarily
equity) in Seaside, Oceanside and SMCG. Revenues and operating results of these
subsidiaries accounted for less than 1% of consolidated operating results in
1993, and no material change is presently foreseen. The only subsidiary active
during 1993 was Seaside Financial Corporation.
Real Estate Development Activities. Seaside has not been involved in any real
estate development activity for the last 3 years and there are no plans for
future real estate projects. Therefore, no gains or losses on real estate
activities were recorded during 1993, 1992 or 1991.
Seaside continues to hold three condominium units which are rented to the
Bank for use by its employees. At December 31, 1993, Seaside's investment in
the units totaled $371 thousand. There were no loans outstanding against the
properties at December 31, 1993. All three units are located in California.
Trustee Activities. Seaside acts as trustee on the Bank's loans. Trustee fees
for this activity amounted to $612 thousand, $599 thousand and $309 thousand
1993, 1992 and 1991, respectively. Increases are due to additional foreclosure
activity by the Bank.
18
Employees
As of December 31, 1993, the Bank had a total of 499 full time equivalent
employees, including 78 part-time employees, none of whom were represented by a
collective bargaining group. At present, the Company has no employees who are
not also employees of the Bank. The Bank provides its regular full-time
employees with a comprehensive benefits program that includes basic and major
medical insurance, long-term disability coverage, sick leave, a pension plan,
and a profit sharing employee stock ownership plan. The Bank considers its
employee relations to be excellent.
Summary of Material Legislation and Regulations
General. FFC is a savings and loan holding company by virtue of its ownership
and control of the Bank. As such, it is subject to the regulation, supervision,
examination and reporting requirements of the Office of Thrift Supervision
("OTS"). The Director of the OTS is authorized to impose assessments on the
Bank to fund OTS operations.
As a federally-chartered savings bank, the Bank's deposits are insured by the
Federal Deposit Insurance Corporation ("FDIC") through the Savings Association
Insurance Fund ("SAIF"). The Bank is also subject to the regulation,
examination, supervision and reporting requirements of the FDIC.
First Federal is a member of the FHLBSF and is required to own shares of
FHLBSF stock. The average dividend rate on FHLBSF stock was 3.63% in 1993. The
dividend rate for the first two quarters of 1992 averaged 2.92%. No dividends
were paid on FHLBSF stock during the last two quarters of 1992. The average
dividend rate on FHLBSF stock was 5.86% in 1991. The increase in 1993 dividends
and the decrease in 1992 dividends did not have a material impact on the Bank's
earnings.
The Bank is also subject to certain reserve requirements under Federal
Reserve Board regulations. (See "Investment Activities" above.)
FDICIA. The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA"), was enacted on December 19, 1991. FDICIA increases the authority of
the OTS and FDIC over the operations of savings institutions. Among other
things, FDICIA made several changes to the deposit insurance system and
expanded the authority of the federal regulatory agencies to ensure that
savings institutions have sound management and adequate capital. The following
sets forth some of the more significant provisions of FDICIA.
FDICIA contains a number of measures intended to promote early identification
of management problems at depository institutions and to ensure that regulators
intervene promptly to require corrective action by institutions with
insufficient capital or inadequate operational and managerial standards.
Starting in 1993, the Company must prepare a management report, signed by the
chief executive officer and chief financial officer, on the effectiveness of
the institution's internal control structure over financial reporting, and on
the institution's compliance with designated laws and regulations relating to
safety and soundness. KPMG Peat Marwick, the Company's independent auditors
must be engaged to attest to, and report separately on, management's assertions
regarding the internal control structure over financial reporting and on
compliance with designated laws. Management's report and the attestations,
along with financial statements and such other disclosure requirements as the
FDIC and OTS may prescribe, must be submitted to the FDIC and OTS. The
Company's annual report and independent accountant's attestation as to internal
controls will be made available in March of 1994.
FDICIA required the OTS to prescribe minimum acceptable operational and
managerial standards and standards for asset quality, earnings, and valuation
of publicly-traded shares. Among other things, the operational standards must
cover internal controls, asset quality and employee compensation. On November
18, 1993, a proposed regulation addressing these safety and soundness issues
was released. Any institution
19
that fails to meet such standards must submit a plan for corrective action
within 30 days, and will be subject to other restrictive sanctions if it fails
to implement the plan. At this time, the date that these regulations will
become final is not known.
FDICIA revised the capital standards and imposed a system of prompt
regulatory action that requires institutions to be divided into the following
categories based upon capital levels: "well capitalized," "adequately
capitalized," "undercapitalized," "significantly undercapitalized," and
"critically undercapitalized." Regulatory sanctions are required with regard to
institutions that are undercapitalized, with sanctions growing more severe if
the institution is significantly or critically undercapitalized.
FDICIA further required the regulatory agencies to implement a system
requiring regulatory sanctions against institutions that are not adequately
capitalized. Although, in general, financial institutions that are adequately
capitalized are not subject to such sanctions; the OTS can treat an adequately
capitalized institution as if it were undercapitalized if : (1) the OTS
determines, that after notice and opportunity for a hearing, an institution is
in an unsafe and unsound condition, or (2) an institution received, in its most
recent report of examination, a less-than-satisfactory rating for asset
quality, management, earnings, or liquidity, and the deficiency has not been
corrected. In such a case, the OTS would be authorized to restrict an
institution's asset growth, capital distributions, payment of management fees,
and to require prior OTS approval for any new line of business.
Capital Requirements. The Bank is subject to OTS regulations which establish
the capital standards for savings institutions. The regulations require savings
institutions to maintain tangible capital of at least 1.5% of adjusted total
assets, core capital of at least 3% of adjusted total assets, and risk-based
capital of at least 8% of risk-weighted assets as of December 31, 1993. Special
rules govern the ability of savings institutions to include in their capital
computations: (i) supervisory goodwill, (ii) purchased mortgage servicing
rights, and (iii) investments in subsidiaries engaged in activities not
permissible for national banks. Sanctions for noncompliance with these capital
standards include restrictions on asset growth and required compliance with a
capital plan or capital directive. The Bank met all three capital requirements
as of December 31, 1993 as indicated by the chart below.
DECEMBER 31,
1993
--------------
AMOUNT %
-------- -----
(DOLLARS IN
THOUSANDS)
Tangible capital requirement................................. $ 54,921 1.50%
Bank's tangible capital...................................... 206,616 5.64
-------- -----
Excess tangible capital.................................... $151,695 4.14%
======== =====
Core capital requirement..................................... $109,843 3.00%
Bank's core capital.......................................... 206,616 5.64
-------- -----
Excess tangible capital.................................... $ 96,773 2.64%
======== =====
Risk-based capital requirement............................... $180,406 8.00%
Bank's risk-based capital.................................... 231,081 10.25
-------- -----
Excess risk-based capital.................................. $ 50,675 2.25%
======== =====
On February 17, 1994, the Bank paid a $5 million dividend to FFC which
brought the risk-based capital ratio to 10.03% and the core and tangible ratios
to 5.51%.
"Tangible capital" is defined as capital determined in accordance with
generally accepted accounting principles minus certain intangible assets.
"Core capital" is the same as tangible capital for the Bank. The OTS has
proposed amendments to the required ratio of core capital to adjusted total
assets. The proposed amendment is designed to make the
20
required ratio for savings institutions no less stringent than the equivalent
ratio adopted for national banks. The OTS amendment, if adopted as proposed,
would retain the current 3.0% core capital ratio only for savings institutions
that have well-diversified risks, excellent control systems, good earnings,
high asset quality, high liquidity, well-managed activities, and that receive
the highest rating from the OTS on the MACRO financial institutions rating
system. All other savings institutions would have to meet a minimum core
capital ratio of 4.0% to 5.0%. The OTS has not yet taken final action on this
proposed amendment, but could do so at any time.
"Risk-based capital" is defined as total capital divided by total assets
after the assets have been risk-weighted in accordance with certain percentages
developed by the OTS and the other bank regulatory agencies. Total capital for
purposes of the risk-based capital requirement consists of core capital and
supplementary capital. Supplementary capital includes, among other things,
general loan valuation allowances, subject to certain limitations. General loan
valuation allowances may generally be included up to 1.50% of risk-weighted
assets through December 1992 and up to 1.25% of risk-weighted assets
thereafter. Supplementary capital may be used to satisfy an institution's risk-
based capital only to the extent of its core capital. At December 31, 1993,
$28.2 million of the Bank's $46.9 million in general valuation allowances was
included in supplementary capital.
In the computation of the risk-based capital requirement, the Bank must
include its loan sales with recourse although the Bank no longer owns the
assets. The Bank was active in these types of loan sales in the past but has
not been involved in such sales since the change in regulation.
As required by FDICIA, the OTS published a final regulation in September of
1993 which, among other things, added an interest rate risk component ("IRR
component") to its risk-based capital rule. The regulation requires that
institutions deemed to have above normal interest rate risk be subject to a
deduction from capital for purposes of calculating their risk-based capital
requirement. The effective date of the regulation was January 1, 1994.
Institutions will be required to incorporate interest rate risk into their
risk-based capital calculations as of July 1, 1994, based on data as of
December 31, 1993. Under the new regulation, interest rate exposure will be
measured as the decline in net portfolio value due to a 200 basis point shock
in market interest rates. Net portfolio value is defined as the present value
of expected cash inflows from existing assets minus the present value of
expected cash outflows from existing liabilities plus the present value of net
expected cash flows from existing off-balance sheet contracts. At no time
during 1993 would the Bank's interest rate exposure calculation under the
regulation have required additional capital.
The Director of the OTS has the authority, on a case-by-case basis, to
establish a higher minimum capital requirement for a savings institution if the
Director determines such action to be necessary or appropriate in light of the
particular circumstances of the institution. The Director may treat the failure
of a savings institution to comply with an individual capital requirement as an
unsafe and unsound practice.
Holding Company Regulation. FFC is generally prohibited from acquiring
control of any insured institution or savings and loan holding company without
prior approval of the OTS Director. FFC may acquire up to 5 percent of the
voting shares of a non-subsidiary savings institution or savings and loan
holding company. No director, officer or controlling shareholder of FFC may
acquire control of any savings association which is not a subsidiary of FFC,
except with the prior approval of the OTS.
The OTS may impose restrictions when it has reasonable cause to believe that
the continuation of any particular activity by a savings and loan holding
company constitutes a serious risk to the financial safety, soundness or
stability of such holding company's savings institution. Specifically, the OTS
may, as necessary, (i) limit the payment of dividends by the savings
institution; (ii) limit transactions between the savings institution and its
holding company or its affiliates; and (iii) limit any activities of the
savings institution that create a serious risk that the liabilities of the
holding company and its affiliates may be imposed on the savings institution.
Any such limits will be issued in the form of a directive having the effect of
a cease-and-desist order.
21
Deposit Insurance. The FDIC is responsible for maintaining two separate
insurance funds: the Bank Insurance Fund ("BIF") which insures commercial bank
deposits and deposits of other institutions insured by the FDIC prior to FIRREA
and the Savings Association Insurance Fund ("SAIF") which insures the deposits
of savings institutions. Separate insurance premium assessments are applicable
to each fund and FIRREA restricts conversions from one fund to the other.
FDICIA required the FDIC to implement a risk-based assessment system, under
which an institution's assessment is based on the probability that the deposit
insurance fund will incur a loss with respect to the institution, the likely
amount of any such loss, and the revenue needs of the deposit insurance fund.
The FDIC adopted a transitional risk-based assessment system effective January
1, 1993.
During 1993, the FDIC adopted a final rule to implement the risk-based
assessment system, effective January 1, 1994. The final rule uses the same
assessment rates as a percentage of deposits and the same assessment categories
as specified in the transitional risk-based assessment system.
Under the risk-based assessment system, a savings institution is categorized
into one of three capital categories: well capitalized, adequately capitalized,
and undercapitalized. A savings institution is also classified into one of
three supervisory subgroup categories based on evaluations by the OTS: Group A,
financially sound with only a few minor weaknesses; Group B, demonstrates
weaknesses that could result in significant deterioration; and Group C, poses a
substantial probability of loss to the SAIF. The capital ratios used by the
FDIC to define well-capitalized, adequately-capitalized and undercapitalized
are the same as defined in the OTS's prompt corrective action regulation. A
schedule detailing the FDIC assessments rates as a percentage of deposits
follows:
GROUP A GROUP B GROUP C
------- ------- -------
Well Capitalized.................................. 23 26 29
Adequately Capitalized............................ 26 29 30
Undercapitalized.................................. 29 30 31
In addition to the above deposit insurance assessments, the OTS has imposed
assessments and examination fees on savings institutions. OTS assessments
increased to $531 thousand in 1993, from $482 thousand in 1992 and $433
thousand in 1991.
Community Reinvestment Act. The Community Reinvestment Act ("CRA") requires
each savings institution, as well as other lenders, to identify the communities
served by the institution's offices and to identify the types of credit the
institution is prepared to extend within such communities. The CRA also
requires the OTS to assess the performance of the institution in meeting the
credit needs of its community and to take such assessment into consideration in
reviewing applications for mergers, acquisitions, and other transactions. An
unsatisfactory CRA rating may be the basis for denying such an application.
In connection with its assessment of CRA performance, the OTS assigns a
rating of "outstanding," "satisfactory," "needs to improve," or "substantial
noncompliance." Based on the last CRA examination, conducted in 1992, the Bank
was rated satisfactory.
A new CRA regulation has been proposed which would significantly change the
manner in which the OTS assesses CRA compliance. It is not known at this time
whether the proposal will be accepted.
Loans to One Borrower. Savings institutions are subject to the same loans-to-
one borrower ("LTOB") restrictions that are applicable to national banks, with
limited provisions for exceptions. In general, the national bank standard
restricts loans to a single borrower to no more than 15% of a bank's
"unimpaired capital" and "unimpaired surplus", plus an additional 10% if the
loan is collateralized by certain readily marketable collateral. The Bank's
loans were within the LTOB limitations at December 31, 1993.
22
QTL Status. In general, the Qualified Thrift Lender ("QTL") test requires
that 65% of an institution's portfolio assets be invested in loans, securities
and other investments related to housing, measured by a daily or weekly average
of such investments as a percentage of portfolio assets for each two-year
period beginning on July 1, 1991. Any savings institution that fails to meet
the QTL test must either convert to a bank charter or become subject to
national bank-type restrictions on branching, business activities, and
dividends, and become subject to restrictions on its ability to obtain Federal
Home Loan Bank advances. The Bank met the QTL test as of December 31, 1993.
Junk Bonds. Savings institutions and their subsidiaries are prohibited from
acquiring or retaining any corporate debt security that, at the time of
acquisition, is not rated in one of the four highest rating categories by at
least one nationally recognized statistical rating organization, so called
"junk bonds". The Bank has no impermissible equity investments or "junk bonds"
in its investment portfolio.
Commercial Real Estate Lending. Absent an exemption, loans of a federal
savings institution that are secured by nonresidential real property may not
exceed 400% of the institution's capital. The Bank's loans were within the
commercial real estate lending limits at December 31, 1993.
Brokered Deposits. The FDIC adopted regulations during 1992 which permit only
"well capitalized" institutions to obtain brokered deposits. An "adequately
capitalized" institution can obtain brokered deposits if it applies for and
receives a waiver from the FDIC. The Bank obtained brokered deposits during
1993 pursuant to a waiver obtained from the FDIC.
Payment of Dividends. The payment of dividends, stock repurchases, and other
distributions by the Bank is subject to regulation by the OTS. Currently, 30
days prior notice to the OTS of any capital distribution is required. The OTS
has promulgated a regulation that measures a savings institution's ability to
make a capital distribution according to the institution's capital position.
The rule establishes "safe-harbor" amounts of capital distributions that
institutions can make after providing notice to the OTS, but without needing
prior approval. Institutions can distribute amounts in excess of the safe-
harbor only with the prior approval of the OTS.
For institutions that meet their fully phased-in capital requirements (the
requirements that will apply when the phase-out of supervisory goodwill and
investments in certain subsidiaries from capital is complete), the safe harbor
amount is the sum of (1) the current year's net income and (2) the amount that
causes the excess of the institution's total capital-to-risk weighted assets
ratio over 8% to be only one-half of such excess at the beginning of the year.
For institutions that meet their current capital requirements but do not meet
their fully phased-in requirements, the safe harbor distribution is 75% of net
income for the prior four quarters. Savings institutions that do not meet their
current capital requirements may not make any capital distributions, with the
exception of repurchases or redemptions of the institution's shares that are
made in connection with the issuance of additional shares and that will improve
the institution's financial condition.
Federal Reserve System. Federal Reserve Board regulations require savings
institutions to maintain non-interest bearing reserves against their
transaction accounts (primarily NOW accounts and Super NOW accounts). The
reserve for transaction accounts is 3% of the first $42.2 million of such
accounts and 10% (subject to adjustment by the Federal Reserve Board between 8%
and 14%) of the balance of such accounts. The Federal Reserve Board eliminated
its reserve requirements for non-personal time deposits during 1990. A
depository institution is exempt from reserve requirements with respect to
amounts not in excess of $3.4 million, applied first to transaction accounts
and then to non-personal time deposits, if any. The Bank is in compliance with
these requirements.
Accounting Matters
The Director of the OTS must prescribe uniform accounting and disclosure
standards for savings institutions. The uniform accounting standards must
incorporate Generally Accepted Accounting Principles
23
("GAAP") to the same degree used to determine compliance with federal banking
agency regulations, with an exception for the regulatory capital requirement
described above. No allowance for a deviation from full compliance with such
standards may be permitted after December 31, 1993. All regulations and
policies of the OTS governing the safe and sound operation of savings
institutions, including regulation of the Bank and policies governing asset
classification and appraisals, must be no less stringent than those established
by the Office of the Comptroller of the Currency ("OCC") for national banks.
The Bank's financial statements are prepared in accordance with GAAP.
A policy statement issued by the OTS and applicable to all savings
associations clarifies and re-emphasizes that the investment activities of a
savings association must be in compliance with approved and documented
investment policies and strategies and must be accounted for in accordance with
GAAP. Management must support its classification of and accounting for loans
and securities (i.e., whether held for investment, sale or trading) with
appropriate documentation.
See note 1 of the Notes to Consolidated Financial Statements for a summary of
recent accounting pronouncements.
Taxation
The Company, the Bank and its subsidiaries file a consolidated federal income
tax return on a calendar year basis using the accrual method.
The Bank can elect annually one of two methods to compute its additions to
the bad debt reserve on qualifying real property loans: (i) the percentage of
taxable income method or (ii) the experience method. Qualifying real property
loans are generally loans secured by an interest in real property, and non-
qualifying loans are all other loans. The deduction with respect to non-
qualifying loans must be computed under the experience method. The Bank intends
to compute its annual bad debt reserve deduction for qualifying real property
loans under the method which permits the maximum allowable deduction.
The allowable deduction under the percentage of taxable income method is
available only if at least 60% of the total assets were qualifying assets.
Qualifying assets included, among other things, cash, U.S. government
obligations, certificates of deposit, loans secured by an interest in
residential real property and loans made for payment of expenses of college or
university education. Qualifying savings banks, such as the Bank, which file
consolidated income tax returns as part of an affiliated group, are required to
reduce the basis for computing their bad debt reserve deduction (if computed
under the percentage of taxable income method) for tax losses attributable to
activities of the non-savings and loan members of the group that are
functionally related to the activities of the savings and loan members. The
percentage of taxable income method deduction is also subject to other
limitations which did not affect the Bank's bad debt deduction under the
percentage of taxable income method in 1991 when the Bank deducted an amount
equal to 8% of its taxable income as an addition to its bad debt reserve.
In 1993 and 1992, the Bank was allowed an addition to its tax bad debt
reserves under the experience method equal to the amount necessary to bring the
tax reserve balance to the level that was established as of December 31, 1987.
In accordance with the Tax Reform Act of 1986, the Bank may maintain the
balance of its tax bad debt reserve at the December 31, 1987 level even if the
result would be less using the experience method.
For state tax purposes, the Bank is allowed an addition to its tax bad debt
reserves in an amount necessary to fill up to its tax reserve balance
calculated using the experience method.
The maximum marginal federal corporate income tax rate was 34% in 1991 and
1992. Under the Omnibus Tax Act of 1993, the maximum marginal corporate tax
rate was increased to 35%.
24
The Company implemented Statement of Financial Accounting Standards No. 109
("SFAS No. 109") on a prospective basis during 1992. SFAS No. 109 establishes
new accounting principles for calculating income taxes using the asset and
liability method instead of the deferred method. In applying the asset and
liability method using SFAS No. 109, deferred tax assets and liabilities are
established as of the reporting date for the realizable cumulative temporary
differences between the financial reporting and tax return bases of the Bank's
assets and liabilities. The tax rates applied are the statutory rates expected
to be in effect when the temporary differences are realized or settled. The
application of SFAS No. 109 entitled the Bank to a tax benefit of $4.1 million
during 1992, due primarily to the fact that the difference between the federal
and state tax bad debt reserves and the book bad debt reserves is now
deductible as a timing difference under SFAS No. 109.
At December 31, 1993, the Bank had $20 million in deferred tax assets. No
valuation allowance was established because it is more likely than not that the
deferred tax assets will be realized. Deferred tax liabilities totaled $36
million at December 31, 1993.
The Bank is subject to an alternative minimum tax if such tax is larger than
the tax otherwise payable. Generally, alternative minimum taxable income is a
taxpayer's regular taxable income, increased by the taxpayer's tax preference
items for the year and adjusted by computing certain deductions in a special
manner which negates the acceleration of such deductions under the regular tax.
The adjusted income is then reduced by an exemption amount and is subject to
tax at a 20% rate. (In addition, the Bank is subject to an additional
environmental tax of 0.12% of its alternative minimum taxable income with
certain adjustments and exclusions.) No alternative minimum taxes were
applicable to the Bank for tax years 1993, 1992 or 1991.
California tax laws have generally conformed to federal tax laws since
several provisions of the Tax Act of 1986 were adopted in September of 1987.
For California franchise tax purposes, federal savings banks are taxed as
"financial corporations" at a higher rate than that applicable to non-financial
corporations because of exemptions from certain state and local taxes. Under
present law, the California franchise tax rate applicable to financial
corporations may vary each year. The tax rates for 1991, 1992 and 1993 were
10.741%, 11.007% and 11.107%, respectively. The tax rate for 1994 will be
11.469%.
In 1991, the California Supreme Court's decision in California Federal
Savings and Loan Association vs. City of Los Angeles which upheld the statutory
exemption of savings institutions and other non-bank financial corporations
from local business taxes, became final. The Bank was a plaintiff in this
lawsuit and received a $360 thousand settlement during 1992.
The Company's tax returns have been audited by the IRS through December 31,
1983 and by the California Franchise Tax Board through December 31, 1988. For
additional information regarding the federal income and California franchise
taxes payable by the Company, see note 9 of the Notes to Consolidated Financial
Statements.
Tax years 1984, 1985 and 1986 have been under examination by the IRS since
1989. There are pending industry issues which relate to the timing of income
recognition on loan sales and loan fees. While the Company has provided for
deferred taxes, a change in the period of income recognition could result in
additional interest due to the government. Although the outcome of the audit is
not known at this time, and it may take several years to resolve any disputed
matters, the Bank booked $1.8 million, $3.4 million and $2.3 million in 1993,
1992 and 1991, respectively as accrued interest on possible tax adjustments.
The estimated interest accruals will be continually updated in the future based
on relevant tax rulings and the progression of the audit and other cases in the
courts. In December of 1993 the IRS began examining tax years 1987 and 1988.
25
ITEM 2--PROPERTIES
At December 31, 1993, the Bank owned the building and land for seven of its
branch offices, owned the building but leased the land for three additional
offices, and leased its remaining offices. Properties leased by the Bank
include its home and executive offices located in a 12-story office tower in
downtown Santa Monica, loan offices in Los Angeles, Ventura and Orange counties
and a general services and corporate operations office building in Santa
Monica. FFC does not lease or own properties. For information concerning rental
obligations, see note 5 of the Notes to Consolidated Financial Statements.
ITEM 3--LEGAL PROCEEDINGS
The Company and the Bank are involved as plaintiffs or defendants in various
legal actions incident to their businesses, none of which are believed by
management to be material to the financial condition of the Company, based on
the written opinion of the Bank's legal counsel.
ITEM 4--SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5--MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a). Market Information. The Company's common stock is traded on the New York
Stock Exchange ("NYSE") under the symbol "FED". Prior to the Company's
acquisition of all the Bank's common stock in September, 1987, the Bank's stock
was traded in the national over-the-counter market under the symbol "FFSB".
Included in the Management's Discussion and Analysis of Financial Condition and
Results of Operations is a chart representing the range of high and low stock
prices for the Company's common stock for each quarterly period for the last
five years.
(b). Holders. As of March 1, 1994, the Company had 10,533,186 shares of its
common stock outstanding, representing approximately 1,375 certificated
stockholders, which total does not include the number of stockholders whose
shares are held in street name.
(c). Dividends. As publicly traded companies, neither the Bank nor the
Company has any history of dividend payments on its Common Stock. However, the
Company may in the future adopt a policy of paying dividends, depending on its
net earnings, financial position and capital requirements, as well as
regulatory restrictions, tax consequences and the ability of the Company to
obtain a dividend from the Bank for payment to stockholders. OTS regulations
limit amounts that the Bank can pay as a dividend to the Company. No dividend
may be paid if the Bank's net worth falls below regulatory requirements. (See
"Dividend Restrictions" above for other restrictions on dividends). Within
these regulations, the Board of Directors of the Bank declared and paid
dividends to FFC totaling $3.0 million, $4.3 million and $1.0 million in 1993,
1992 and 1991, respectively.
26
ITEM 6--SELECTED FINANCIAL DATA
Selected financial data for the Company is presented below:
FIRSTFED FINANCIAL CORP. AND SUBSIDIARY
FIVE YEAR CONSOLIDATED SUMMARY OF OPERATIONS
1993 1992 1991 1990 1989
---- ---- ---- ---- ----
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
For the Year Ended De-
cember 31:
Interest income....... $ 229,445 $ 255,612 $ 296,530 $ 291,436 $ 245,101
Interest expense...... 131,616 151,510 195,756 207,817 185,059
Net interest income... 97,829 104,102 100,774 83,619 60,042
Provision for loan
losses............... 67,679 41,384 11,833 4,126 824
Other income.......... 12,054 12,634 7,059 7,025 7,963
Non-interest expense.. 45,298 46,125 40,482 39,355 32,817
Income taxes (bene-
fit)................. (1,046) 11,198 27,091 20,112 13,862
Earnings (loss) before
income taxes
(benefit) and cumula-
tive effect of
change in accounting
principle............ (3,094) 29,227 55,518 47,163 34,364
Earnings (loss) before
cumulative effect
of change in account-
ing principle........ (2,048) 18,029 28,427 27,051 20,502
Net earnings (loss)... (2,048) 22,104 28,427 27,051 20,502
Earnings (loss) per
share before cumula-
tive effect of change
in accounting princi-
ple.................. (0.19) 1.66 2.61 2.49 1.88
Earnings (loss) per
share (1)(2)......... (0.19) 2.04 2.61 2.49 1.88
End of Year:
Loans receivable...... 2,715,663 2,496,700 2,368,796 2,131,917 2,024,336
Mortgage-backed secu-
rities............... 708,283 769,155 644,262 614,306 307,733
Investment securities. 103,836 43,736 111,172 76,253 141,268
Total assets.......... 3,661,117 3,446,573 3,287,059 3,051,808 2,583,705
Deposits.............. 2,305,489 1,982,745 1,740,103 1,739,653 1,552,789
Borrowings............ 1,093,149 1,196,241 1,280,372 1,062,804 815,101
Liabilities........... 3,452,825 3,239,062 3,096,883 2,890,883 2,448,738
Net Worth............. 208,292 207,511 190,176 161,438 143,971
Book value per share
(1).................. 19.78 19.98 18.28 15.81 13.14
Selected Ratios:
Return on average as-
sets................. (0.06)% 0.65% 0.91% 0.97% 0.87%
Return on average eq-
uity................. (1.01)% 11.09% 16.09% 18.31% 16.71%
Ratio of non-perform-
ing assets to total
assets............... 3.23% 2.62% 1.83% 0.82% 0.33%
Other Data:
Number of Bank full
service branches..... 25 24 18 18 16
- --------
(1) Adjusted for three-for-two stock splits declared August 22, 1985, June 19,
1986 and September 24, 1987 and five-for-four stock splits declared October
27, 1988 and September 26, 1991.
(2) Fully diluted basis.
Also see summarized results of operations on a quarterly basis for 1991, 1992
and 1993 in note 13 of the Notes to Consolidated Financial Statements.
27
Inflation substantially impacts the financial position and operations of
financial intermediaries, such as banks and savings institutions. These
entities primarily hold monetary assets and liabilities and, as such, can
experience significant purchasing power gains and losses over relatively short
periods of time. In addition, interest rate changes during inflationary periods
change the amounts and composition of assets and liabilities held by financial
intermediaries and often result in creditor and regulatory pressures for
additional equity investment.
ITEM 7--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT
OF OPERATIONS
OVERVIEW
The Company's results of operations are affected by its levels of net
interest income, provisions for loan losses, non-interest income, non-interest
expense and income taxes. The Company's results are strongly influenced by the
Southern California economy in which it operates.
A net loss of $2.0 million or $0.19 per share was recorded in 1993. Net
earnings of $22.1 million were reported in 1992 and $28.4 million in net
earnings were reported in 1991. Earnings per share for 1992 and 1991 were $2.04
and $2.61, respectively. The return on average assets was (0.06)% for 1993,
compared with 0.65% for 1992 and 0.90% for 1991. The return on average equity
was (0.99)% for 1993, compared with 11.12% for 1992 and 16.17% for 1991.
Core earnings reflect the Company's results from basic operations and were
$62.2 million in 1993 compared to $71.5 million in 1992 and $69.9 million in
1991. Core earnings are defined as net interest income before bad debt
deductions plus other income (excluding gain on sale of loans and securities)
less non-interest expense and non-recurring items. Although core earnings have
decreased in 1993 due to growth in non-performing assets, these earnings have
remained at a level nearly sufficient to offset the impact of higher provisions
for loan losses required in the current economic climate.
At December 31, 1993, total non-performing assets (primarily loans 90 days
past due or in foreclosure plus foreclosed real estate) were $118.2 million or
3.23% of total assets. This figure compares to $90.3 million or 2.62% of total
assets at the end of 1992 and $60.3 million or 1.83% of total assets at the end
of 1991. The increase in non-performing assets over the last two years reflects
higher delinquencies and foreclosures resulting primarily from increased
unemployment and decreased real estate values in Southern California.
RETURN ON RETURN ON
AVERAGE AVERAGE
ASSETS EQUITY
---------- ----------
1989................................. .87 % 16.48 %
1990................................. .96 % 18.25 %
1991................................. .90 % 16.17 %
1992................................. .65 % 11.12 %
1993................................. (.06)% (.99)%
Risks and Uncertainties
Southern California was impacted by a significant earthquake on January 17,
1994. As January 17th was a national holiday, the Bank was able to resume
operations the following day. The Company is still in the early stages of
assessing the damage to the real property collateral securing the Bank's loans.
It is estimated that less than 30% of the Bank's loans are in areas severely
affected by the earthquake and
28
preliminary inspections indicate that approximately 2% of the properties may
have had damage. At this time, the extent to which the collateral securing the
Bank's loans has been affected by the earthquake is not known.
In the normal course of business, the Company encounters two significant
types of risk: economic risk and regulatory risk.
There are three main components of economic risk: interest rate risk, credit
risk and market risk. The Company is subject to interest rate risk when its
interest-earning assets reprice in different time frames, or on a different
basis than its interest-bearing liabilities. (See "Asset--Liability
Management.") Credit risk is the risk of default on the Company's loan
portfolio that results from the borrowers' inability to make contractually
required payments. (See "Loan Loss Provisions" and "Non-performing Assets.")
Market risk reflects changes in the value of the collateral underlying loans
receivable and the valuation of real estate held by the Company.
The determination of the allowance for loan losses and the valuation of real
estate collateral is based on estimates that are highly susceptible to changes
in the economic environment and market conditions. Management believes that the
allowance for loan losses as of December 31, 1993 was adequate based on
information available at that time. A continuation of the current economic
climate, together with the adverse consequences of the earthquake, would
increase the likelihood of losses due to credit and market risks. This could
create the need for more additions to loan loss allowances.
Regulatory risk is the risk that the regulators will reach different
conclusions than management regarding the financial position of the Company.
The Office of Thrift Supervision ("OTS") examines the Bank's financial results
annually. Its next examination began in late February of 1994. The OTS reviews
the allowance for loan losses and may require the Bank to adjust the allowance
based on information available at the time of examination.
Other Risks
The Bank has been named as a defendant in various lawsuits. The outcome of
the lawsuits cannot be predicted but the Bank intends to vigorously defend the
actions. Management is of the opinion that no pending lawsuit will have a
materially adverse effect on the Company.
COMPONENTS OF EARNINGS
Net Interest Income
Net interest income was $97.8 million in 1993 compared with $104.1 million in
1992 and $100.8 million in 1991. Net interest income is the difference between
interest earned on loans and investments and interest expense on deposits and
borrowings. The dollar amounts of interest-earning assets and interest-bearing
liabilities and the interest rates earned or paid thereon are the chief
determinants of net interest income. The greater the excess of average
interest- earning assets over average interest-bearing liabilities, the more
beneficial is the impact on net interest income. Average interest-earning
assets exceeded average interest-bearing liabilities by $50.9 million in 1993
compared to $137.0 million in 1992 and $147.3 million in 1991. The decrease in
the excess of average interest-earning assets over interest-bearing liabilities
in 1993 compared to 1992 was primarily the result of increased non-performing
assets. The decrease in the excess of average interest-earning assets over
average interest-bearing liabilities during 1992 compared to 1991 was also due
to increased non-performing assets. As a result, the interest rate margin (the
yield on loans and investments less the cost of funds) dropped to 2.74% in 1993
from 2.96% in 1992 and 2.97% in 1991. The yield on the investment portfolio
increased because management extended the terms of the investments in the
liquidity-qualifying portfolio. An increased investment portfolio yield helped
to offset the lower loan yields during 1993.
29
INTEREST RATE SPREADS AND YIELD ON AVERAGE INTEREST EARNINGS ASSETS
YEARS ENDED DECEMBER 31,
-------------------------------------------------------------------------
1989 1990 1991 1992 1993
-------------- -------------- ------------- ------------- -------------
DURING END OF DURING END OF DURING END OF DURING END OF DURING END OF
PERIOD PERIOD PERIOD PERIOD PERIOD PERIOD PERIOD PERIOD PERIOD PERIOD
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Weighted average yield
on loan portfolio...... 10.84% 10.94% 10.87% 10.45% 9.96% 9.20% 7.93% 7.25% 6.71% 6.20%
Weighted average yield
on investment portfolio
(1).................... 9.46 8.42 8.16 7.74 6.03 4.90 4.24 6.18 4.70 5.16
Weighted average yield
on all interest-earning
assets................. 10.80 10.80 10.78 10.37 9.82 9.05 7.79 7.24 6.63 6.17
Weighted average rate
paid on deposits....... 8.19 8.21 7.93 7.67 6.70 5.70 4.66 3.97 3.76 3.60
Weighted average rate
paid on borrowings and
FHLB advances.......... 9.39 8.82 8.59 8.07 7.08 5.47 5.10 4.48 4.09 3.99
Weighted average rate
paid on all interest-
bearing liabilities.... 8.58 8.42 8.16 7.82 6.85 5.63 4.83 4.16 3.89 3.73
Net yield on average in-
terest-earning assets
(2).................... 2.56 3.02 3.29 3.16 2.79
Interest rate spread
(3).................... 2.22% 2.38% 2.62% 2.55% 2.97% 3.42% 2.96% 3.08% 2.74% 2.44%
- --------
(1) Includes earnings on certficates of deposit and investments. Does not
include earnings on FHLB stock.
(2) Net interest income (the difference the dollar amounts of interest earned
and paid) dividend by average interest earning assets.
(3) Weighted average yield on all interest-earnings assets less weighted
average rate paid on all interest-bearing liabilities.
Loss Provisions
Loan loss provisions were $67.7 million in 1993 compared with $41.4 million
in 1992 and $11.8 million in 1991. The Bank has a policy of providing for
general valuation allowances, unallocated to any specific loan, but available
to offset any future loan losses. The allowance is maintained at an amount that
management believes adequate to cover estimable and probable loan losses.
General valuation allowances totaled $46.9 million and $27.9 million at
December 31, 1993 and December 31, 1992, respectively. Management performs
regular risk assessments of the Bank's general loan portfolio to maintain an
appropriate general valuation allowance.
Additional loan loss provisions may be required to the extent that the
allowance is used for loan charge-offs. Loan charge-offs increased to $48.6
million in 1993 from $27.5 million in 1992 and $9.1 million in 1991. The
increased charge-offs were due to specific valuation allowances provided for
certain problem assets based on declines in the estimated value of the
underlying collateral. The Southern California area has experienced declines in
real estate values and other economic problems for the past three years
resulting from increased unemployment, reductions in defense spending, and
natural disasters. The Bank's loan portfolio, 38% of which is secured by multi-
family properties, has required additional loss provisions because of these
recessionary factors. During the first quarter of 1993, management noted the
continuing decline in multi- family property values and recorded a $44.1
million loan loss provision in anticipation of the effects that these property
declines would have on the Bank's loan portfolio.
Because of these economic concerns and increased loan charge-offs, management
increased the ratio of general valuation allowances to loans with loss exposure
to 1.48% at the end of 1993 from 0.93% at the end of 1992 and 0.41% at the end
of 1991. Loans with loss exposure consist of the Bank's loan portfolio plus any
loans sold with recourse.
30
Non-interest Income
Loan and other fees increased to $6.5 million in 1993 compared to $5.9
million in 1992 and $6.0 million in 1991 primarily as a result of additional
fees earned on loans serviced for others.
Gain on sale of loans and securities increased to $4.3 million in 1993 from
$2.1 million in 1992 and $1.1 million in 1991. $2.0 million of the gain
recognized during 1993 resulted from the sale of a mortgage-backed security
from the Bank's portfolio of loans and securities held for sale.
Real estate operations recorded a net loss of $437 thousand in 1993 compared
to a net gain of $2.6 million in 1992 and a net loss of $1.3 million in 1991.
Losses recorded in 1993 resulted primarily from the operation of foreclosed
properties prior to sale. Foreclosed multi-family properties, which have
provided net income from operations in the past, have been severely affected by
the recession.
During 1993 the Bank incurred various charges on these properties including
delinquent property taxes, unpaid utility charges and rehabilitation costs.
Many of the properties were in a general state of disrepair with high vacancy
rates and rent collection problems. These problems can take several months to
correct. The Bank normally sells these properties within a few months after
foreclosure, usually after the property has been rehabilitated. Gains recorded
during 1992 were due to recoveries of loss allowances which had been
established prior to the sale of foreclosed properties.
Other operating income consists primarily of fees earned for services
provided by the retail savings branches. The decrease to $1.7 million in 1993
from $2.1 million in 1992 was because a lawsuit settlement and a refund of
business license taxes from the City of Los Angeles were received in 1992.
Non-interest Expense
Non-interest expense decreased to 1.26% of average total assets in 1993 from
1.36% of average total assets in 1992 and 1.28% of total assets in 1991. The
increased ratio in 1992 resulted from data processing conversion costs and
expenses associated with the acquisition of seven branches from the Resolution
Trust Corporation ("RTC") in that year. One new branch was acquired from the
RTC during 1993. However, since the acquisition occurred in December, it had
little impact on the expenses for the year. Management has continuing programs
to control general and administrative expenses.
Salary and benefit costs decreased slightly in 1993 compared to 1992 because
lower amounts were contributed to the bonus and profit sharing plans in 1993
based on decreased earnings. Salary and benefit costs increased 9% in 1992
compared to 1991 due to employment costs associated with the branches acquired
from the RTC during 1992.
Occupancy expense increased by 3% in 1993 compared to 1992 due to higher
lease costs resulting from the effect of lease escalation clauses. Occupancy
expense increased by 16% in 1992 compared to 1991 due to the cost of the
additional branches plus the effect of lease escalation clauses.
Advertising expense increased by 11% in 1993 due to advertising campaigns
promoting various savings and loan products, particularly during the fourth
quarter when the Bank advertised its new mortgage banking efforts. The 29%
increase in advertising expense during 1992 over 1991 was primarily due to
savings promotions for the seven branches acquired in that year.
Federal deposit insurance increased by 11% in 1993 compared to 1992 due to
growth in average savings deposits. This increase was offset by a lower
insurance rate for the first half of the year because the Bank achieved a 10%
risk-based capital ratio at the end of 1992. Deposit insurance increased by 7%
during 1992 compared to 1991 due to growth in average total deposits.
31
Other operating expenses decreased 12% in 1993 compared to 1992 primarily as
a result of decreased charitable contributions and data processing costs. The
Bank converted to a new data processing system during 1992 which caused other
operating costs in 1992 to increase 27% from the 1991 level.
NON-INTEREST EXPENSE
1989 1990 1991 1992 1993
---- ---- ---- ---- ----
Salaries....................... $10,720 $11,697 $12,776 $15,399 $16,636
Employee benefits.............. 7,100 9,072 8,769 8,054 6,244
Occupancy expense.............. 3,847 3,992 4,424 5,119 5,531
Equipment...................... 1,111 1,294 1,290 1,523 1,285
Advertising.................... 1,168 1,579 1,731 2,235 2,486
Federal deposit insurance...... 2,742 3,205 3,890 4,156 4,622
Outside data processing........ 768 938 1,147 2,213 1,036
Insurance...................... 383 499 537 556 570
Contributions.................. 520 784 761 751 591
Stockholders' relations........ 213 257 576 251 143
Professional services.......... 566 331 580 709 755
Lawsuit........................ -- 1,400 -- -- --
Other operating expense........ 3,679 4,307 4,001 5,159 5,399
------- ------- ------- ------- -------
Total........................ $32,817 $39,355 $40,482 $46,125 $45,298
======= ======= ======= ======= =======
Non-interest expense as
% of average assets........... 1.39% 1.40% 1.28% 1.36% 1.26%
======= ======= ======= ======= =======
Income Taxes
The Company implemented Statement of Financial Accounting Standards No. 109
("SFAS No. 109") during 1992 and recorded a one-time benefit of $4.1 million.
Unlike APB 11, SFAS No. 109 treats financial statement loan loss allowances as
a temporary difference, thereby lowering the Company's expected tax rates for
1993 and 1992 as compared to 1991.
BALANCE SHEET ANALYSIS
Consolidated assets at year end 1993 were $3.7 billion, 6% greater than $3.4
billion at the end of 1992. Assets grew 5% from 1991 to 1992. The growth in
assets was the result of increases in the loan portfolio and in the investment
portfolio.
Loan Portfolio
During the fourth quarter of 1993, the Bank started a new mortgage banking
program to take advantage of current borrower demand for fixed rate and other
loan products the Bank does not keep in its portfolio. Under this new program,
competitively priced loans are originated for immediate sale in the secondary
market. The Bank continues its long-standing policy of originating only monthly
adjustable rate loans for its loan portfolio. At the end of 1993, nearly all of
the Bank's loan portfolio was adjustable monthly based on changes in the
Eleventh District Federal Home Loan Bank Cost of Funds Index. The Bank has
maintained the level of adjustable loans in its portfolio at over 90% for the
last seven years. Management believes that the high level of adjustable rate
mortgages will help insulate the Bank from fluctuations in interest rates,
notwithstanding the 90-day time lag between a change in its monthly cost of
funds and a corresponding change in its loan rates. (See "Asset--Liability
Management".)
New loan originations were $746 million in 1993 compared to $841 million in
1992 and $647 million in 1991. Loan originations decreased during 1993 as a
result of borrower demand for fixed rate mortgages. Since
32
the new mortgage banking program started late in the year, it did not
substantially impact loan originations for 1993. 88% of new loans originated
during 1993 were adjustable rate loans. 55% of new loans originated were for
the purpose of refinancing existing mortgages. Loans made on the security of
single family properties comprised 67% of new originations by dollar amount;
loans made on the security of multi-family properties comprised 32% of new
originations; and loans made on the security of commercial real estate
properties comprised 1% of new originations. No construction loans were
originated in 1993.
The following table details loan originations by loan type for the periods
indicated:
LOAN ORIGINATIONS BY TYPE
1989 1990 1991 1992 1993
---------- -------- -------- -------- --------
(IN THOUSANDS)
Single Family.................... $ 575,108 $535,822 $357,906 $590,152 $499,560
Multi-Family..................... 391,053 345,348 273,194 237,720 236,211
Commercial....................... 27,755 18,583 14,462 9,104 9,638
Other............................ 11,350 7,277 1,692 3,779 419
---------- -------- -------- -------- --------
Total.......................... $1,005,266 $907,030 $647,254 $840,755 $745,828
========== ======== ======== ======== ========
Loans originated upon the sale of the Bank's real estate owned were $69.8
million or 9% of total originations in 1993. $8.5 million of these loans were
originated based on the security of single family properties. $61.3 million of
these loans were originated based on the security of multi-family properties.
New loan originations increased 30% in 1992 over 1991 due to an increase in
loans brought to the Bank by wholesale loan brokers. All qualifying loans
brought to the Bank by wholesale loan brokers are underwritten and funded
through the Bank's origination process.
The Bank converted $111.7 million in loans into mortgage-backed securities in
1993 to take advantage of lower interest rates on securitized borrowings. In
1992, $187.5 million in loans were securitized compared with $157.3 million in
loans securitized in 1991. Securitized loans also have a lower risk weighting
for regulatory risk-based capital purposes.
The Bank's adjustable rate loan products often provide for first-year monthly
payments which are lower than the fully-indexed interest and principal due. Any
interest not fully paid by such lower first-year payments is added to the
principal balance of the loan. This causes negative amortization until payments
increase to cover interest and principal shortfalls. Due to negative
amortization, loan-to-value ratios may increase above those calculated at the
inception of the loan.
To date, the Bank's loss experience on loans with negative amortization has
been no different than that on the fully-amortizing portfolio. The amount of
negative amortization recorded by the Bank decreases in periods of declining
interest rates. The balance of negative amortization on all loans serviced by
the Bank decreased to $602 thousand in 1993 from $3.1 million in 1992 and $21.2
million in 1991.
The Bank does not normally lend in excess of 90% of the appraised collateral
value on adjustable mortgage loans ("AMLs"). Mortgage insurance is required on
loans in excess of 80% or premium rates and/or fees are charged if the mortgage
insurance requirement is waived. Loans in the Bank's portfolio on which the
mortgage insurance requirement has been waived totaled $155 million at December
31, 1993 compared to $201 million at December 31, 1992 and $203 million at
December 31, 1991.
Loan Composition
Loans based on the security of single family dwellings (one to four units)
comprise the largest category of the loan portfolio. The loan portfolio also
includes loans secured by multi-family and commercial
33
properties. At December 31, 1993, approximately 54% of the loan portfolio
consisted of first liens on single family properties. First liens on multi-
family properties comprised approximately 38% of the portfolio, and first liens
on commercial properties represented approximately 7% of the portfolio.
Multi-family and commercial real estate loans are considered more susceptible
to market risk than single family loans and higher interest rates and fees are
charged to borrowers for these loans. As noted earlier, approximately 32% of
new loans originated were multi-family loans. Only 1% of loan originations in
1993 were commercial real estate loans. The Bank has not emphasized the
origination of commercial real estate loans for several years.
The Bank also has loss exposure on certain loans sold with recourse. These
loans are substantially all multi-family loans. Loans sold with recourse were
$369 million as of December 31, 1993, $406 million as of December 31, 1992 and
$471 million at December 31, 1991. Although no longer owned by the Bank, these
loans are combined with the Bank's loan portfolio for purposes of computing
general valuation allowances and measuring risk exposure.
The Bank maintains a small portfolio of consumer loans but no longer markets
this type of loan product other than as a service ancillary to other savings
products. Less than one half of 1% of new loans were consumer loans, and this
loan type represents less than 1% of the total loan portfolio.
34
The following table sets forth the composition of the Bank's portfolio of
loans and mortgage-backed securities for each of the last five years.
LOAN PORTFOLIO COMPOSITION
DECEMBER 31,
------------------------------------------------------
1989 1990 1991 1992 1993
---------- ---------- ---------- ---------- ----------
(IN THOUSANDS)
REAL ESTATE LOANS:
First trust deed resi-
dential loans:
One unit.............. $ 855,132 $ 761,429 $ 763,233 $ 771,870 $ 864,874
Two to four units..... 239,446 227,535 258,825 296,550 340,035
Five or more units.... 621,833 853,173 1,075,829 1,178,595 1,296,260
---------- ---------- ---------- ---------- ----------
Residential loans... 1,716,411 1,842,137 2,097,887 2,247,015 2,501,169
OTHER REAL ESTATE LOANS:
Commercial and indus-
trial................ 260,809 266,258 263,183 256,474 245,387
Second trust deeds.... 57,336 41,957 35,245 29,441 24,606
Other................. 4,289 5,298 4,193 10,733 5,861
---------- ---------- ---------- ---------- ----------
Real estate loans... 2,038,845 2,155,650 2,400,508 2,543,663 2,777,023
NON-REAL ESTATE LOANS:
Manufactured housing.. 5,778 4,873 4,031 3,481 2,880
Deposit accounts...... 1,297 1,884 1,615 1,184 1,086
Consumer.............. 6,450 4,324 2,705 1,494 847
---------- ---------- ---------- ---------- ----------
Loans receivable.... 2,052,370 2,166,731 2,408,859 2,549,822 2,781,836
LESS:
Allowance for loan
losses............... 8,394 11,181 13,937 27,854 46,900
Unrealized loan fees.. 19,640 23,633 26,126 25,268 19,273
---------- ---------- ---------- ---------- ----------
Net loans receiv-
able............... 2,024,336 2,131,917 2,368,796 2,496,700 2,715,663
FHLMC AND FNMA MORTGAGE-
BACKED SECURITIES:
Secured by single fam-
ily dwellings........ 215,854 487,842 524,969 660,673 678,884
Secured by multi-fam-
ily dwellings........ 91,879 126,464 119,295 108,482 29,399
---------- ---------- ---------- ---------- ----------
Mortgage-backed se-
curities........... 307,733 614,306 644,264 769,155 708,283
---------- ---------- ---------- ---------- ----------
TOTAL............. $2,332,069 $2,746,223 $3,013,060 $3,265,855 $3,423,946
========== ========== ========== ========== ==========
35
NON-PERFORMING ASSETS
Non-performing assets, as defined by the Bank, include loans delinquent over
90 days or in foreclosure, real estate acquired in settlement of loans, and
other loans less than 90 days delinquent but for which collectibility is
questionable.
The table below details the amounts of non-performing assets by type of
collateral and the percentage to total non-performing assets. Also shown is the
ratio of non-performing assets to total assets.
RECAP OF NON-PERFORMING ASSETS
1989 1990 1991 1992 1993
------------------ ------------------- ------------------- ------------------- --------------------
% OF % OF % OF % OF % OF
TOTAL TOTAL TOTAL TOTAL TOTAL
ASSETS ASSETS ASSETS ASSETS ASSETS
NON- NON- NON- NON- NON-
$ PERFORMING $ PERFORMING $ PERFORMING $ PERFORMING $ PERFORMING
------ ---------- ------- ---------- ------- ---------- ------- ---------- -------- ----------
(DOLLARS IN THOUSANDS)
Real Estate Owned:
Single Family.......... $ -- -- % $ 422 1.69% $ 3,015 5.00% $ 8,268 9.16% $ 10,432 8.82%
Multi-Family........... -- -- -- -- 4,881 8.10 15,590 17.27 15,622 13.22
Commercial............. -- -- -- -- 276 0.46 -- -- 811 0.69
Other.................. -- -- -- -- -- -- -- -- -- --
------ ------ ------- ------ ------- ------ ------- ------ -------- ------
Total Real Estate
Owned................. -- -- 422 1.69 8,172 13.56 23,858 26.43 26,865 22.73
------ ------ ------- ------ ------- ------ ------- ------ -------- ------
Non-Performing Loans:
Single Family.......... 3,849 44.70 6,063 24.35 21,441 35.57 24,634 27.28 25,317 21.41
Multi-Family........... 432 5.00 18,937 76.06 34,347 56.99 42,481 47.05 70,207 59.39
Commercial............. 4,476 52.00 -- -- 1,536 2.55 3,623 4.01 10,307 8.72
Other.................. 229 2.70 388 1.56 194 0.33 271 0.30 245 0.21
Less Valuation
Allowances............ (380) (4.40) (912) (3.66) (5,422) (9.00) (4,582) (5.07) (14,732) (12.46)
------ ------ ------- ------ ------- ------ ------- ------ -------- ------
Total Non-Performing
Loans................. 8,606 100.00 24,476 98.31 52,096 86.44 66,427 73.57 91,344 77.27
------ ------ ------- ------ ------- ------ ------- ------ -------- ------
Total.................. $8,606 100.00% $24,898 100.00% $60,268 100.00% $90,285 100.00% $118,209 100.00%
====== ====== ======= ====== ======= ====== ======= ====== ======== ======
Ratio of Non-Performing
Assets To Total As-
sets:................. .33% .82% 1.83% 2.62% 3.23%
====== ====== ====== ====== ======
The increase in single family non-performing loans and delinquencies is
primarily due to recession-related factors such as layoffs, decreased incomes
and decreased real estate values. The increase in multi-family delinquencies is
attributable primarily to economic factors, declines in occupancy rates, and
decreased real estate values. The Bank actively monitors the status of all
delinquent loans.
Allowance for Loan Losses
An analysis of the changes in the allowance for loan losses is presented in
note 3 of the Notes to Consolidated Financial Statements. At December 31, 1993,
the allowance for loan losses was comprised of $46.9 million in general
valuation allowances and $16.4 million of specific valuation allowances.
Specific valuation allowances are considered charge-offs by the Bank. Total
general valuation allowances, including allowances on loans sold with recourse
amounted to 1.48% of the loans with loss exposure at the end of 1993. This
compares to 0.93% at the end of the 1992 and 0.41% at the end of 1991. The
increase reflects management's concerns regarding the Southern California
economy. The current level of loss allowances is considered adequate to cover
the Bank's loss exposure at this time.
36
SOURCES OF FUNDS
External Sources of Funds
External sources of funds include savings deposits, loans sales, advances
from the Federal Home Loan Bank of San Francisco ("FHLB") and other borrowings.
For purposes of funding asset growth, the source or sources of funds with the
lowest all-in cost for the desired term are generally selected. The funding
sources used most often during 1993 were deposits from national brokerage firms
and reverse repurchase agreements (securitized borrowings).
Deposits obtained from national brokerage firms ("brokered deposits") are
considered a source of funds similar to a borrowing. The Bank is permitted to
obtain brokered deposits pursuant to a waiver of certain regulatory
requirements from the Federal Deposit Insurance Corporation. Often during 1993,
these deposits, including commission costs, were the least costly source of
funds to the Bank. Brokered deposits were $519 million at December 31, 1993.
This compares to $274 million at the end of 1992 and $292 million at the end of
1991.
Deposits at retail savings branches increased to $1.5 billion at the end of
1993 from $1.3 billion at the end of 1992 and $1.0. billion at the end of 1991.
The Bank acquired two branches with deposits totaling $113 million from the RTC
in December of 1993. Thirty days after the acquisition, the deposits of the two
branches were combined and one of the branches was closed. The Bank also
acquired seven branches with deposits totaling $290 million from the RTC during
1992.
The Bank also solicits deposits through telemarketing efforts. Telemarketing
deposits are solicited by the Bank's employees by telephone, principally from
pension funds. Telemarketing deposits decreased by 27% during 1993 to $286
million at the end of the year. Telemarketing deposits decreased during 1993
due to lower interest rates on other funding sources available to the Bank.
Telemarketing deposits were $389 million at the end of 1992 and $440 million at
the end of 1991.
Reverse repurchase agreements ("reverse repos") are short term borrowings
secured by mortgage-backed securities. These borrowings increased to $549
million at the end of 1993 from $491 million at the end of 1992. Reverse repos
at the end of 1991 were $624 million. $112 million in loans were securitized
during 1993 to increase the availability of this type of borrowing.
FHLB advances decreased 21% to $ 515 million at the end of 1993 from $655
million at the end of 1992. Advances at the end of 1991 totaled $524 million.
Advances dropped at the end of 1993 because short term borrowings were paid off
with funds from the branches acquired in December.
Sales of loans and mortgage-backed securities were $153 million during 1993,
comparable to $154 million sold during 1992. $55 million in loans were sold
during 1991. The volume of loans sold varies with the amount of saleable loans
originated.
Internal Sources of Funds
Internal sources of funds include scheduled loan principal payments, loan
payoffs, and positive cash flows from operations. Principal payments were $356
million in 1993 compared with $322 million in 1992 and $278 million in 1991.
Principal payments include both amortization and prepayments and are a function
of real estate activity and the general level of interest rates.
37
CAPITAL REQUIREMENTS
Current regulatory capital standards require that the Bank maintain tangible
capital of at least 1.5% of total assets, core capital of 3.0% of total assets,
and risk-based capital of 8.0% of total assets, risk-weighted. Among other
things, failure to comply with these capital standards will result in
restrictions on asset growth and the preparation of a capital plan, subject to
regulatory approval. Any institution with a risk-based capital ratio in excess
of 10% and a core capital ratio greater than 5% is considered well-capitalized
for regulatory purposes. Institutions who maintain this capital level can take
in brokered deposits at their discretion, and if they achieve a sufficient
ranking on their regulatory examination, may be assessed a lower deposit
insurance rate. Management presently intends to maintain its capital position
at levels above those required by regulators to ensure operating flexibility
and growth capacity for the Bank. The Bank's capital position is actively
monitored. The Bank met all three capital requirements at the end of 1993 as
indicated by the chart below:
REGULATORY CAPITAL
REQUIREMENT RATIO
----------- -------
Tangible Capital....................... 1.50% 5.64%
Core Capital........................... 3.00% 5.64%
Risk-based Capital..................... 8.00% 10.25%
The Bank declared and paid a dividend to FirstFed Financial Corp. in February
of 1994 as a return of a capital infusion. After the payment, the Bank's
tangible and core capital ratios became 5.51% and the risk-based capital ratio
became 10.03%.
ASSET-LIABILITY MANAGEMENT
The Bank's asset-liability management policy is designed to improve the
balance between the maturities and repricings of interest-earning assets and
interest-bearing liabilities in order to better insulate earnings from interest
rate fluctuations. Under this program, the Bank emphasizes the funding of
monthly adjustable mortgages with short term savings and borrowings and
matching the maturities of these assets and liabilities. The maturities of
fixed rate assets are matched with fixed cost liabilities.
The majority of the Bank's assets are monthly adjustable rate mortgages with
interest rates that fluctuate based on changes in the Federal Home Loan Bank of
San Francisco Eleventh District Cost of Funds Index ("Index"). These mortgages
constitute over 95% of the loan portfolio at the end of 1993. Comparisons over
the last several years show that changes in the Bank's cost of funds generally
correlate with changes in the Index. The Bank does not use any futures, options
or swaps in its asset-liability strategy.
Assets and liabilities which are subject to repricing are considered rate
sensitive. The mismatch in the repricing of rate sensitive assets and
liabilities is referred to as a company's "GAP". The GAP is positive if rate-
sensitive assets exceed rate-sensitive liabilities. A positive GAP benefits a
company during periods of increasing interest rates. The reverse is true during
periods of decreasing interest rates. In order to minimize the impact of rate
fluctuations on earnings, management's goal is to keep the one year GAP at less
than 20% of total assets (positive or negative). At December 31, 1993, the
Bank's one-year GAP was a positive $542 million or 14.8% of total assets. This
compares with positive GAP ratios of 11.6% of total assets at December 31, 1992
and December 31, 1991.
38
The following chart shows the composition of the Bank's (unconsolidated) GAP
position at the end of 1993 and the GAP position as a percentage of total
assets at that time.
INTEREST-SENSITIVITY GAP
AT DECEMBER 31, 1993
--------------------------------
BALANCES BALANCES
REPRICING REPRICING
TOTAL WITHIN AFTER
BALANCE ONE YEAR ONE YEAR
---------- ---------- ---------
(IN THOUSANDS)
Interest-earning Assets:
Investment securities...................... $ 103,836 $ 4,111 $ 99,725
mortgage-backed securities................. 708,283 697,705 10,578
Loans receivable:
Interest rate sensitive loans.............. 2,658,594 2,658,594 --
Fixed rate loans........................... 56,880 14,760 42,120
---------- ---------- ---------
Total interest-earning assets.......... $3,527,593 $3,375,170 $ 152,423
========== ========== =========
Interest-bearing Liabilities:
Demand accounts............................ 583,821 579,688 4,133
Fixed rate term certificate................ 1,722, 634 1,329,638 392,996
Borrowings:
FHLB advances............................ 514,700 350,500 164,200
Reverse repurchase agreements............ 548,648 548,648 --
Other borrowings......................... 24,800 24,800 --
---------- ---------- ---------
Total interest-bearing liabilities..... $3,394,603 2,833,274 561,329
========== ---------- ---------
Interest-sensitivity GAP..................... $ 541,896 $(408,906)
========== =========
Interest-sensitivity GAP as a percentage of
Total Assets................................ 14.80%
==========
STOCK PRICES
The common stock of FirstFed Financial Corp. is traded on the New York Stock
Exchange under the trading symbol "FED". The quarterly high and low and period-
end price information presented below is based on information supplied by the
New York Stock Exchange. All prices have been adjusted for stock splits.
The Company has never declared or paid a cash dividend. In 1987 the Company's
Board of Directors authorized the repurchase of 10% of the Company's
outstanding shares of stock. No shares were repurchased during 1993. 279,900
shares were repurchased during 1992 at an average purchase price of $16.42 per
share. As of December 31, 1993, a total of 796,520 shares had been repurchased
at an average cost of $12.34 per share. Based on the number of shares
outstanding at December 31, 1987, 264,000 shares remain eligible for repurchase
under this program.
PRICE RANGE OF COMMON STOCK
(ADJUSTED FOR STOCK SPLITS)
FIRST QUARTER SECOND QUARTER THIRD QUARTER FOURTH QUARTER
------------- --------------- ------------- ---------------
HIGH LOW HIGH LOW HIGH LOW HIGH LOW
------ ------ ------- ------- ------ ------ ------- -------
1993............... 26 1/2 19 1/4 20 7/8 15 1/4 20 3/8 16 1/4 19 3/4 14 7/8
1992............... 26 22 24 1/2 19 1/2 21 3/4 13 7/8 19 1/2 13 1/2
1991............... 19 7/8 12 1/4 24 1/4 19 7/8 26 5/8 21 1/8 24 18 1/4
1990............... 18 14 3/4 20 5/8 15 3/8 18 1/2 11 1/2 13 7/8 11 1/4
1989............... 12 5/8 10 5/8 16 5/8 12 1/4 21 5/8 15 1/2 21 5/8 14 7/8
39
ITEM 8--FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
FIRSTFED FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
DECEMBER 31, 1993 AND 1992
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
1993 1992
---------- ----------
ASSETS
Cash..................................................... $ 17,491 $ 23,985
Investment securities, at cost ( market of $104,282 and
$44,059)................................................ 103,836 43,736
Loans receivable (Notes 3, 7 and 8)...................... 2,692,036 2,481,225
Mortgage-backed securities (market of $715,726 and
$706,827) (Notes 3 and 8)............................... 708,283 693,072
Loans and mortgage-backed securities held for sale (mar-
ket of $24,030 and$92,899) (Note 3)..................... 23,627 91,558
Accrued interest and dividends receivable................ 21,018 23,016
Real estate (Note 4)..................................... 27,249 24,243
Office properties and equipment, at cost less accumulated
depreciation (Note 5)................................... 8,923 9,520
Investment in Federal Home Loan Bank (FHLB) stock , at
cost (Note 7)........................................... 38,967 35,542
Other assets (Note 1).................................... 19,687 20,676
---------- ----------
$3,661,117 $3,446,573
========== ==========
LIABILITIES
Deposits (Note 6)........................................ $2,305,480 $1,982,745
FHLB advances and other borrowings (Note 7).............. 544,500 705,150
Securities sold under agreements to repurchase (Note 8).. 548,649 491,091
Deferred income taxes (Note 9)........................... 16,366 21,849
Accrued expenses and other liabilities................... 37,830 38,227
---------- ----------
3,452,825 3,239,062
---------- ----------
COMMITMENTS AND CONTINGENT LIABILITIES (NOTES 3, 5, AND 11)
STOCKHOLDERS' EQUITY (NOTES 10 AND 11)
Common stock, par value $.01 per share; authorized
25,000,000 shares; issued 11,326,191 and 11,180,221
shares, outstanding 10,529,671 and 10,383,701
shares................................................ 113 112
Additional paid-in capital............................. 27,279 24,524
Retained earnings--substantially restricted............ 193,650 195,698
Loan to employee stock ownership plan.................. (2,918) (2,991)
Treasury stock, at cost, 796,520 shares................ (9,832) (9,832)
---------- ----------
208,292 207,511
---------- ----------
$3,661,117 $3,446,573
========== ==========
See accompanying notes to consolidated financial statements.
40
FIRSTFED FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
1993 1992 1991
-------- -------- --------
Interest income:
Interest on loans and mortgage-backed securi-
ties........................................... $221,177 $249,104 $287,909
Interest and dividends on investments........... 8,268 6,508 8,621
-------- -------- --------
Total interest income......................... 229,445 255,612 296,530
-------- -------- --------
Interest expense:
Interest on deposits (Note 6)................... 77,741 87,802 115,627
Interest on borrowings.......................... 53,875 63,708 80,129
-------- -------- --------
Total interest expense........................ 131,616 151,510 195,756
-------- -------- --------
Net interest income............................... 97,829 104,102 100,774
Provision for loan losses (Note 3)............... 67,679 41,384 11,833
-------- -------- --------
Net interest income after provision for loan loss- 30,150 62,718 88,941
es............................................... -------- -------- --------
Other income (expense):
Loan and other fees............................. 6,530 5,863 5,972
Gain on sale of loans and mortgage-backed secu-
rities......................................... 4,257 2,098 1,133
Real estate operations, net..................... (437) 2,604 (1,319)
Other operating income.......................... 1,704 2,069 1,273
-------- -------- --------
Total other income............................ 12,054 12,634 7,059
-------- -------- --------
Non-interest expense:
Salaries and employee benefits (Note 11)........ 22,880 23,453 21,545
Occupancy (Note 5).............................. 6,816 6,642 5,714
Advertising..................................... 2,486 2,235 1,731
Federal deposit insurance....................... 4,622 4,156 3,890
Other operating expense......................... 8,494 9,639 7,602
-------- -------- --------
Total non-interest expense.................... 45,298 46,125 40,482
-------- -------- --------
Earnings (loss) before income taxes (benefit) and
cumulative effect of change in accounting
principle....................................... (3,094) 29,227 55,518
Income taxes (benefit) (Note 9)................... (1,046) 11,198 27,091
-------- -------- --------
Earnings (loss) before cumulative effect of change
in accounting principle.......................... (2,048) 18,029 28,427
Cumulative effect of change in accounting princi- -- 4,075 --
ple (Note 9)..................................... -------- -------- --------
Net earnings (loss)............................. $ (2,048) $ 22,104 $ 28,427
======== ======== ========
Earnings (loss) per share (Note 10):
Earnings (loss) before cumulative effect of
change in accounting principle................. $ (0.19) $ 1.66 $ 2.61
Cumulative effect of change in accounting prin- -- 0.38 --
ciple.......................................... -------- -------- --------
Earnings (loss) per share ........................ $ (0.19) $ 2.04 $ 2.61
======== ======== ========
See accompanying notes to consolidated financial statements.
41
FIRSTFED FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(IN THOUSANDS)
RETAINED
EARNINGS LOAN TO
ADDITIONAL (SUBSTANTIALLY ESOP
COMMON PAID-IN RESTRICTED) (NOTES 10 TREASURY
STOCK CAPITAL (NOTE 10) AND 11) STOCK TOTAL
------ ---------- -------------- --------- -------- --------
Balance, December 31,
1990................... $ 86 $23,350 $145,167 $(1,929) $(5,236) $161,438
Stock split in form of
stock dividends
(Note 10).............. 21 (35) -- -- -- (14)
Exercise of employee
stock options.......... 2 359 -- -- -- 361
Net increase in loan to
employee stock owner-
ship plan.............. -- -- -- (36) -- (36)
Net earnings 1991....... -- -- 28,427 -- -- 28,427
---- ------- -------- ------- ------- --------
Balance, December 31,
1991................... 109 23,674 173,594 (1,965) (5,236) 190,176
Exercise of employee
stock options.......... 3 850 -- -- -- 853
Net increase in loan to
employee stock owner-
ship plan.............. -- -- -- (1,026) -- (1,026)
Treasury stock pur-
chases................. -- -- -- -- (4,596) (4,596)
Net earnings 1992....... -- -- 22,104 -- -- 22,104
---- ------- -------- ------- ------- --------
Balance, December 31,
1992................... 112 24,524 195,698 (2,991) (9,832) 207,511
Exercise of employee
stock options.......... 1 400 -- -- -- 401
Net decrease in loan to
employee stock owner-
ship plan.............. -- -- -- 73 -- 73
Benefit from stock op-
tion tax adjustment.... -- 2,355 -- -- -- 2,355
Net loss 1993........... -- -- (2,048) -- -- (2,048)
---- ------- -------- ------- ------- --------
Balance, December 31,
1993................... $113 $27,279 $193,650 $(2,918) $(9,832) $208,292
==== ======= ======== ======= ======= ========
See accompanying notes to consolidated financial statements.
42
FIRSTFED FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(IN THOUSANDS)
1993 1992 1991
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss).............................. $ (2,048) $ 22,104 $ 28,427
Adjustments to reconcile net earnings (loss) to
net cash
provided (used) operating activities:
Net change in loans and mortgage-backed securi-
ties held for sale............................ 67,931 62,557 (55,617)
Depreciation and amortization.................. 1,710 1,712 711
Provision for losses on loans.................. 67,679 41,384 11,833
Valuation adjustments on real estate........... (1,151) (2,890) --
Amortization of fees and discounts............. (763) (1,111) (976)
Write off of discount on bonds................. -- -- 2,411
Decrease in deferred premium on sale of loans.. 3,079 3,998 4,862
(Increase) decrease in negative amortization... (2,008) 15,005 7,047
Decrease in deferred taxes..................... (5,483) (5,080) (2,665)
(Increase) decrease in interest and dividends
receivable.................................... 1,998 5,782 (388)
Increase (decrease) in interest payable........ 2,242 (3,513) (12,869)
Increase in other assets....................... (3,458) (2,333) ( 905)
Increase (decrease) in accrued expenses and (521) 422 5,543
other liabilities............................. -------- -------- --------
Net cash provided (used) by operating activi- 129,207 138,037 (12,586)
ties........................................ -------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Loans made to customers and principal collections
of loans........................................ (335,534) (428,790) (274,993)
Loans purchased.................................. (55,188) (17,277) --
Proceeds from sales of real estate............... 96,120 69,405 34,694
Proceeds from maturities of investment securi-
ties............................................ 11,710 3,510 6,338
Purchases of investment securities............... (71,682) (31,124) (6,200)
Purchases of FHLB stock.......................... (2,415) (6,559) ( 330)
Other............................................ 1,007 (6,399) (2,661)
-------- -------- --------
Net cash used by investing activities........ (355,982) (417,234) (243,152)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits......................... 209,488 52,246 450
Acquisitions of branches, net.................... 113,247 190,396 --
Net increase (decrease) in short term borrowings. (73,292) (198,631) 251,996
Proceeds from long term borrowings............... -- 214,500 --
Repayment of long term borrowings................ (29,800) (100,000) (36,839)
Payments to acquire treasury stock............... -- (4,596) --
Other............................................ 638 (7,308) (1,167)
-------- -------- --------
Net cash provided by financing activities.... 220,281 146,607 214,440
-------- -------- --------
Net decrease in cash and cash equivalents........ (6,494) (132,590) (41,298)
Cash and cash equivalents at beginning of year... 23,985 156,575 197,873
-------- -------- --------
Cash and cash equivalents at end of year......... $ 17,491 $ 23,985 $156,575
======== ======== ========
See accompanying notes to consolidated financial statements.
43
FIRSTFED FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Summary of Significant Accounting Policies
The following is a summary of the significant accounting policies of FirstFed
Financial Corp. (the "Company"), and its wholly-owned subsidiary First Federal
Bank of California (the "Bank").
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its subsidiary. All significant intercompany balances and transactions have
been eliminated in consolidation.
Certain items in the 1992 and 1991 consolidated financial statements have
been reclassified to conform to the 1993 presentation.
Statement of Cash Flows
For purposes of reporting cash flows, cash and cash equivalents include cash,
overnight investments and securities purchased under agreements to resell.
Allowance for Loan Losses
The Bank maintains a general valuation allowance for loan losses, unallocated
to any specific loan. The allowance is maintained at an amount that management
believes adequate to cover estimable and probable loan losses based on a risk
analysis of the current portfolio. Additionally, management performs periodic
reviews of the loan portfolio to identify potential problems and establish
specific loan loss allowances if losses are expected to be incurred. Additions
to the allowance are charged to earnings. The regulatory agencies periodically
review the allowance for loan losses and may require the Bank to adjust the
allowance based on information available to them at the time their examination.
Allowance for Delinquent Interest
The Bank provides an allowance for accrued interest receivable on delinquent
loans when such interest is deemed uncollectible, generally at the time the
loan is 90 days past due. This allowance reduces interest receivable for
financial statement purposes.
Loans and Mortgage-Backed Securities Held for Sale
The Bank identifies loans and mortgage-backed securities that foreseeably may
be sold prior to maturity and classifies them as held for sale. They are
carried at the lower of amortized cost or market value on an aggregate basis by
type of asset. For loans, market value is calculated on an aggregate basis as
determined by the current market investor yield requirement. Market values for
mortgage-backed securities are determined by financial market quotes.
Gain or Loss on Sale of Loans
The Bank sells mortgage loans and loan participations with yield rates to the
buyer based upon the current market rates which may differ from the contractual
rate on the loans sold. Gain or loss is recognized and a premium or discount is
recorded at the time of sale based upon the net present value of amounts
expected to be received or paid resulting from the difference between the
contractual interest rates and the yield to the buyer, excluding a normal
servicing fee to be earned for continuing to service the loans. Amortization of
discount or premium represents an adjustment of yield and is reflected as an
addition to or reduction of interest income using the interest method over the
life of such loans adjusted for estimated
44
FIRSTFED FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(1) Summary of Significant Accounting Policies (continued)
prepayments. Excess service fees are written down for impairment if the present
value of the estimated remaining future excess service fee revenue, using the
same discount factor used to calculate the original excess service fee
receivable, exceeds the recorded amount.
Deferred premiums arising from the sale of loans are included in other assets
and were $7,738,000 and $10,817,000 at December 31, 1993 and 1992,
respectively.
Investment Securities
Investment securities held for investment are carried at cost. Any premium or
discount is amortized over the term of the security using the interest method.
The securities are not carried at the lower of cost or market because
management has the ability to and intends to hold such securities until
maturity.
Real Estate
Real estate acquired through foreclosure is recorded at fair value (net of
estimated selling costs) at the date of foreclosure, and is adjusted for any
subsequent declines in fair value.
In years previous to 1993, some loans were classified as real estate ("in-
substance foreclosure") under certain circumstances when the collateral for the
loan or the financial condition of the borrower had been impaired. Consistent
with recent accounting guidance issued in 1993, certain impaired loans are no
longer accounted for as real estate. These in-substance foreclosures were
reclassified, for financial reporting purposes, to loans receivable as of
December 31, 1993 and 1992. Additionally, any related loss allowances were
reclassified to specific loan valuation allowances. These impaired loans
continue to be recorded at the fair value of the underlying collateral. There
was no change in reported net earnings (loss) as a result of these
reclassifications.
The recognition of gain on the sale of real estate is dependent on a number
of factors relating to the nature of the property sold, terms of sale, and any
future involvement of the Bank or its subsidiaries in the property sold. If a
real estate transaction does not meet certain down payment, cash flow and loan
amortization requirements, income is deferred and recognized under an
alternative method.
Depreciation and Amortization
Depreciation of properties and equipment is provided by use of the straight-
line method over the estimated useful lives of the related assets. Amortization
of leasehold improvements is provided by use of the straight-line method over
the lesser of the life of the improvement or the term of the lease.
Income Taxes
The Company accounts for income taxes using the asset and liability method in
accordance with Statement of Financial Accounting Standards No. 109. In the
asset and liability method, deferred tax assets and liabilities are established
as of the reporting date for the realizable cumulative temporary differences
between the financial reporting and tax return bases of the Bank's assets and
liabilities. The tax rates applied are the statutory rates expected to be in
effect when the temporary differences are realized or settled.
45
FIRSTFED FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(1) Summary of Significant Accounting Policies (continued)
Recent Accounting Pronouncements
In May of 1993, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 114 ("SFAS No. 114"),
"Accounting by Creditors for Impairment of a Loan". SFAS No. 114 requires that
impaired loans be measured based on the present value of expected future cash
flows discounted at the loan's effective interest rate or at the loan's
observable market price or the fair value of the collateral if the loan is
collateral dependent. SFAS No. 114 applies to financial statements for fiscal
years beginning after December 15, 1994. In the opinion of management,
implementation of this standard will not have a material impact on the Company.
In May of 1993, the FASB also issued SFAS No. 115, "Accounting for Certain
Investments in Debt and Equity Securities". The Statement addresses the
accounting and reporting for investments in debt securities. The Statement
requires that all securities be classified, at acquisition, into one of three
categories: held-to maturity securities, trading securities, and available-for-
sale securities. Held-to-maturity securities are those securities the Company
has the positive intent and ability to hold to maturity and are carried at
amortized cost. Trading securities are those securities that are bought and
held principally for the purpose of selling them in the near term and are
reported at fair value, with unrealized gains and losses included in earnings.
Available-for-sale securities are those securities that do not fall into the
other two categories and are reported at fair value, with unrealized gains and
losses excluded from earnings and reported in a separate component of
shareholders' equity. This Statement is effective for fiscal years beginning
after December 15, 1993. In the opinion of management, implementation of this
standard will not have a material impact on the Company.
(2) Securities Purchased Under Agreements to Resell
The amounts advanced under agreements to resell securities (repurchase
agreements) represent short-term investments. During the agreement period the
securities are maintained by the dealer under a written custodial agreement
that explicitly recognizes the Bank's interest in the securities. The Bank had
no agreements to resell securities at December 31, 1993 or December 31, 1992.
Securities purchased under agreements to resell averaged $48,761,000 and
$94,918,000 during 1993 and 1992, and the maximum amounts outstanding at any
month end during 1993 and 1992 were $95,000,000 and $120,000,000, respectively.
46
FIRSTFED FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(3) Loans Receivable and Mortgage-backed Securities
Loans receivable and mortgage-backed securities are summarized as follows:
1993 1992
---------- ----------
(IN THOUSANDS)
Real Estate Loans:
First trust deed residential loans:
One unit.............................................. $1,543,758 $1,432,543
Two to four units..................................... 340,035 296,550
Five or more units.................................... 1,325,659 1,287,077
---------- ----------
Residential loans..................................... 3,209,452 3,016,170
Other real estate loans:
Commercial and industrial............................. 245,387 256,474
Second trust deeds.................................... 24,606 29,441
Other................................................. 5,861 10,733
---------- ----------
Real estate loans................................... 3,485,306 3,312,818
Non real estate loans:
Manufactured housing.................................... 2,880 3,481
Deposit accounts........................................ 1,086 1,184
Consumer................................................ 847 1,494
---------- ----------
Loans receivable.................................... 3,490,119 3,318,977
Less:
General loan valuation allowances....................... 46,900 27,854
Unearned loan fees...................................... 19,273 25,268
---------- ----------
Subtotal............................................ 3,423,946 3,265,855
---------- ----------
Less:
Mortgage-backed securities.............................. 708,283 693,072
Loans and mortgage-backed securities held for sale...... 23,627 91,558
---------- ----------
Loans receivable, net............................... $2,692,036 $2,481,225
========== ==========
Mortgage-backed securities created with loans originated by the Bank totaled
$111,701,000, $187,479,000 and $157,266,000, during 1993, 1992, and 1991,
respectively. At December 31, 1993, the Bank owned $674,372,000 in FHLMC
mortgage-backed securities and $33,911,000 in FNMA mortgage-backed securities
with combined market values of $715,726,000. At December 31, 1992, $731,127,000
in FHLMC mortgage-backed securities and $38,028,000 in FNMA mortgage-backed
securities were owned with combined market values of $783,677,000. All
mortgage-backed securities mature in periods greater than ten years. There were
no mortgage-backed securities held for sale at December 31, 1993. Mortgage-
backed securities held for sale totaled $76,083,000 at December 31, 1992.
Loans serviced for others totaled $786,809,000, $891,484,000 and
$1,052,980,000 at December 31, 1993, 1992 and 1991, respectively.
At December 31, 1993 the Bank had outstanding commitments to fund $62,015,000
in real estate loans.
Accrued interest receivable related to loans and mortgage-backed securities
outstanding at December 31, 1993 and 1992 totaled $25,450,000 and $26,931,000,
respectively.
47
FIRSTFED FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(3) Loans Receivable and Mortgage-backed Securities (continued)
Loans delinquent greater than 90 days or in foreclosure were $106,076,000 and
$47,814,000 as of December 31, 1993 and 1992, respectively, and the related
allowances for delinquent interest were $5,723,000 and $4,325,000,
respectively.
Loans originated upon sale of real estate totaled $69,808,000, $48,132,000,
and $11,963,000 during 1993, 1992 and 1991, respectively.
The following is a summary of the activity in general loan valuation
allowances for the periods indicated (in thousands):
Balance at December 31, 1990................................... $11,181
Charge-offs.................................................... (9,077)
Provisions for loan losses..................................... 11,833
-------
Balance at December 31, 1991................................... 13,937
Charge-offs.................................................... (27,467)
Provisions for loan losses..................................... 41,384
-------
Balance at December 31, 1992................................... 27,854
Charge-offs.................................................... (48,633)
Provisions for loan losses..................................... 67,679
-------
Balance at December 31, 1993................................... $46,900
=======
(4) Real Estate
Real estate consists of the following:
1993 1992
------- -------
(IN THOUSANDS)
Real estate held for investment........................ $ 371 $ 385
Real estate acquired by (or deed in lieu of) 26,878 23,858
foreclosure........................................... ------- -------
$27,249 $24,243
======= =======
The Bank acquired $135,577,000, $93,807,000 and $27,804,000 of real estate in
settlement of loans during 1993, 1992, and 1991, respectively.
(5) Office Properties, Equipment and Lease Commitments
Office properties and equipment, at cost, less accumulated depreciation and
amortization, are summarized as follows:
1993 1992
------- -------
(IN THOUSANDS)
Land.................................................... $ 2,907 $ 2,907
Office buildings........................................ 3,759 3,742
Furniture, fixtures and equipment....................... 9,511 9,115
Leasehold improvements.................................. 8,541 8,527
Other................................................... 93 84
------- -------
24,811 24,375
Less accumulated depreciation and amortization.......... 15,888 14,855
------- -------
$ 8,923 $ 9,520
======= =======
The Bank is obligated under noncancelable operating leases for periods
ranging from five to thirty years. The leases are for certain of the office
facilities. Approximately half of the leases for office facilities contain
48
FIRSTFED FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(5) Office Properties, Equipment and Lease Commitments (continued)
five and ten year renewal options. Minimum rental commitments at December 31,
1993 under all noncancelable leases are as follows:
REAL PROPERTY
--------------
(IN THOUSANDS)
1994............................... $ 4,302
1995............................... 4,253
1996............................... 4,223
1997............................... 4,004
1998............................... 3,069
Thereafter......................... 6,273
Rent payments under these leases were $3,898,000, $3,390,000, and $2,942,000
for 1993, 1992 and 1991, respectively. Certain leases require the Bank to pay
property taxes and insurance. Additionally, certain leases have rent escalation
clauses based on specified indices.
(6)Deposits
Deposit account balances are summarized as follows:
1993 1992
-------------- --------------
(DOLLARS IN THOUSANDS)
AMOUNT % AMOUNT %
---------- --- ---------- ---
Variable rate non-term accounts:
Money market deposit accounts (weighted
average rate of 2.40% and 2.75%)............ $ 196,467 9% $ 186,721 9%
Interest-bearing checking accounts (weighted
average rate of 2.18% and 2.39%)............ 148,460 6 127,985 7
Passbook accounts (weighted average rate of
2.29% and 2.64%)............................ 118,455 5 106,247 5
Non-interest bearing checking accounts....... 44,868 2 33,177 2
---------- --- ---------- ---
508,250 22 454,130 23
---------- --- ---------- ---
Fixed rate term certificate accounts:
Under six month term (weighted average rate
of 2.77% and 3.20%)......................... 69,132 3 117,954 6
Six month term (weighted average rate of
3.13% and 3.50%)............................ 299,368 13 230,489 12
Nine month term (weighted average rate of
3.36% and 3.77%)............................ 200,269 9 45,852 2
One year to 18 month term (weighted average
rate of 3.67% and 4.14%).................... 474,853 20 333,798 17
Two year or 30 month term (weighted average
rate of 4.67% and 6.16%).................... 148,993 7 186,473 9
Over 30 month term (weighted average rate of
5.80% and 6.56%)............................ 307,513 13 141,713 7
Negotiable certificates of $100,000 and
greater, 30 day to one year terms (weighted
average rate of 3.43% and 3.82%)............ 297,102 13 472,336 24
---------- --- ---------- ---
1,797,230 78 1,528,615 77
---------- --- ---------- ---
Total Deposits (weighted average rate of
3.60% and 3.97%).......................... $2,305,480 100% $1,982,745 100%
========== === ========== ===
49
FIRSTFED FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(6)Deposits (continued)
Certificates of deposit, placed through five major national brokerage firms,
totaled $518,888,000 in 1993 and $273,635,000 in 1992.
Cash payments for interest on deposits (including interest credited) totaled
$95,544,000, $82,973,000, and $126,266,000 during 1993, 1992 and 1991,
respectively. Accrued interest on deposits at December 31, 1993 and 1992
totaled $8,201,000 and $6,270,000, respectively.
The following table indicates the maturities and weighted average interest
rates of the Bank's deposits at December 31, 1993:
NON-TERM
ACCOUNTS 1994 1995 1996 1997 THEREAFTER TOTAL
-------- ---------- -------- ------- ------- ---------- ----------
(DOLLARS IN THOUSANDS)
Deposits at December 31,
1993................... $508,250 $1,414,006 $171,317 $89,872 $16,361 $105,674 $2,305,480
======== ========== ======== ======= ======= ======== ==========
Weighted average
interest rates......... 2.10% 3.68% 4.78% 5.47% 5.87% 5.93% 3.60%
======== ========== ======== ======= ======= ======== ==========
Interest expense on deposits is summarized as follows:
1993 1992 1991
------- ------- --------
(IN THOUSANDS)
Passbook accounts............................... $ 2,580 $ 2,806 $ 3,319
Money market deposits and interest-bearing
checking accounts.............................. 7,918 8,328 7,524
------- ------- --------
Certificate accounts............................ 67,243 76,668 104,784
------- ------- --------
$77,741 $87,802 $115,627
======= ======= ========
(7) Federal Home Loan Bank Advances and Other Borrowings
Federal Home Loan Bank (FHLB) Advances and other borrowings consist of the
following:
1993 1992
-------- --------
(IN THOUSANDS)
Advances from the FHLB of San Francisco with a
weighted average interest rate of 4.70% and 5.20%,
secured by FHLB stock and certain real estate loans
with unpaid principal balances of approximately
$1,262,008,000 at December 31, 1993, payable through
1996................................................ $514,700 $654,500
Unsecured term funds with a weighted average interest
rate of 3.33% and 3.52%, maturing within one year... 24,800 47,650
Unsecured promissory note with an interest rate of
prime plus 1% (7% and 7%), maturing within one year. 5,000 3,000
-------- --------
$544,500 $705,150
======== ========
50
FIRSTFED FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(7) Federal Home Loan Bank Advances and Other Borrowings (continued)
The following is a summary of maturities at December 31, 1993 (in thousands):
1994..................................... $270,300
1995..................................... 265,200
1996..................................... 9,000
--------
$544,500
========
Cash payments for interest on borrowings (including reverse repurchase
agreements) totaled $31,011,000, $54,472,000, and $80,403,000 during 1993,
1992, and 1991, respectively.
(8) Securities Sold Under Agreements to Repurchase
The Bank enters into sales of securities and whole loans under agreements to
repurchase (reverse repurchase agreements) which require repurchase of the same
securities or loans. Reverse repurchase agreements are treated as financing
arrangements, and the obligation to repurchase securities or loans sold is
reflected as a borrowing in the statement of financial condition. The mortgage-
backed securities underlying the agreements were delivered to the dealer who
arranged the transactions or its trustee.
At December 31, 1993, $548,649,000 in reverse repurchase agreements were
collateralized by mortgage-backed securities with principal balances totaling
$559,004,000 and market values totaling $564,768,000. All borrowings under
reverse repurchase agreements mature within 96 days after December 31, 1993,
with a weighted average interest rate of 3.32%. Securities sold under
agreements to repurchase averaged $594,314,000 and $527,528,000 during 1993 and
1992, respectively, and the maximum amounts outstanding at any month end during
1993 and 1992 were $650,033,000 and $594,680,000, respectively.
(9) Income Taxes
Income taxes (benefit) consist of the following:
1993 1992 1991
------- ------- -------
(IN THOUSANDS)
Current:
Federal...................................... $ 4,317 $12,590 $21,065
State........................................ 120 3,688 8,179
------- ------- -------
4,437 16,278 29,244
------- ------- -------
Deferred:
Federal...................................... (5,114) (3,764) (1,751)
State........................................ (369) (1,316) (402)
------- ------- -------
(5,483) (5,080) (2,153)
------- ------- -------
Total:
Federal...................................... (797) 8,826 19,314
State........................................ (249) 2,372 7,777
------- ------- -------
$(1,046) $11,198 $27,091
======= ======= =======
51
FIRSTFED FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(9) Income Taxes (continued)
A reconciliation of the statutory federal corporate income tax rate to the
Company's effective income tax rate follows:
1993 1992 1991
------ ---- ----
Statutory federal income tax rate................... (35.0)% 34.0% 34.0%
Increase (reductions) in taxes resulting from:
Bad debt deduction based upon a percentage of in-
come, net of preference tax...................... -- -- (3.0)
State franchise tax, net of federal income tax
benefit.......................................... (6.4) 4.2 9.2
Provisions for losses on loans and real estate
held for sale.................................... -- -- 8.0
Goodwill.......................................... 7.4 .6 .2
Other, net........................................ .2 (.5) .4
------ ---- ----
Effective rate.................................. (33.8)% 38.3% 48.8%
====== ==== ====
Cash payments for income taxes totaled $2,158,000, $20,645,000 and
$27,005,000 during 1993, 1992, and 1991, respectively.
Deferred income taxes in 1993 and 1992 represent the realizable cumulative
temporary differences between the financial reporting and tax bases of the
Company's assets and liabilities. Prior to 1992, deferred taxes resulted from
timing differences in the recognition of income and expense for tax and
financial statement purposes. The source of these differences and the effect of
each are shown as follows for 1991 (in thousands):
Loan fees....................................................... $ (14)
Provision for loan losses, net of federal bad debt deduction,
net of preference tax.......................................... 137
Accrued franchise taxes, net of federal benefit................. (731)
Gain on sale of loans........................................... (1,914)
Divided on FHLB stock........................................... 722
Other, net...................................................... (353)
-------
$(2,153)
=======
The Company implemented Statement of Financial Accounting Standards No. 109
("SFAS No. 109") on a prospective basis during 1992. SFAS No.109 established
new accounting principles for calculating income taxes using the asset and
liability method instead of the deferred method. In applying the asset and
liability method using SFAS No. 109, deferred tax assets and liabilities are
established as of the reporting date for the realizable cumulative difference
between the financial reporting and tax return bases of the Company's assets
and liabilities. The tax rates applied are the statutory rates expected to be
in effect when the temporary differences are realized or settled.
52
FIRSTFED FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(9) Income Taxes (continued)
Listed below are the significant components of the net deferred liability (in
thousands):
1993 1992
-------- --------
Components of the deferred tax asset:
Bad debts................................................. $(16,850) $(10,789)
State taxes............................................... (1,822) (2,833)
Pension expense........................................... (1,773) (1,353)
-------- --------
Total deferred tax asset................................ (20,445) (14,975)
Valuation allowance......................................... -- --
-------- --------
Total deferred tax asset, net of valuation allowance.... (20,445) (14,975)
-------- --------
Components of the deferred tax liability:
Loan fees................................................. 25,197 23,488
Loan sales................................................ 4,146 4,879
FHLB stock dividends 5,705 4,892
Other..................................................... 1,763 3,465
-------- --------
Total deferred tax liability............................ 36,811 36,824
-------- --------
Net deferred tax liability.................................. $ 16,366 $ 21,849
======== ========
Net state deferred tax liability.......................... $ 6,049 $ 6,418
Net federal deferred tax liability........................ 10,317 15,431
-------- --------
Net deferred tax liability.................................. $ 16,366 $ 21,849
======== ========
SFAS No. 109 allows for recognition and measurement of deductible temporary
differences (including general valuation allowances) to the extent that it is
more likely than not that the deferred tax asset will be realized. As a result
of implementing SFAS No. 109, the Bank recognized $4,075,000 in tax benefits
during 1992 due primarily to additions to its general valuation allowances.
(10) Stockholders' Equity and Earnings (Loss) Per Share
The Company's stock charter authorizes 10,000,000 shares of serial preferred
stock. As of December 31, 1993 no preferred shares have been issued.
The Company declared a five-for four stock split on September 26, 1991.
Fractional shares were paid in cash. All per share amounts in the accompanying
consolidated financial statements have been adjusted for the split.
The computation of net earnings (loss) per share is based on the weighted
average shares of common stock and dilutive common stock equivalents (employee
stock options) outstanding during the year which were 10,659,214, 10,856,815
and 10,907,635 for 1993, 1992 and 1991, respectively, based on primary shares
outstanding.
On August 9, 1989, the Financial Institutions Reform, Recovery and
Enforcement Act ("FIRREA") was signed into law. FIRREA abolished the Federal
Home Loan Bank Board and the Federal Savings and Loan Insurance Corporation and
transferred many of their previous regulatory functions to the Office of Thrift
Supervision ("OTS"). Additionally, FIRREA changed the regulatory capital
requirements for savings institutions. As of December 31, 1993 the Bank met all
current capital requirements.
53
FIRSTFED FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(10) Stockholders' Equity and Earnings (Loss) Per Share (continued)
For federal income tax purposes, savings institutions meeting certain
definitional and other tests are allowed a special bad debt reserve deduction
for qualifying loans computed as percentage of taxable income before such
deduction. If amounts appropriated to these tax bad debt reserves in excess of
the amount allowable under the experience method ("excess tax bad debt
reserves") are used for the payment of return of capital dividends or other
distributions to stockholders (including distributions in dissolution,
liquidation or redemption of stock), an amount will generally be includable in
taxable income. The amount includable in taxable income is equal to the
distribution plus the federal income tax attributable thereto, up to the
aggregate amount of excess tax bad debt reserves. At December 31, 1993 the
Company had no excess bad debt reserves and at December 31, 1992 the Company
had approximately $5,775,000 of excess bad debt reserves.
FirstFed Financial Corp. may loan up to $6,000,000 to the ESOP under a line
of credit loan. At December 31, 1993 and 1992 the loans to the ESOP totaled
$2,918,000 and $2,991,000, respectively. Interest on the outstanding loan
balance is due each December 31. Interest varies based on the Bank's monthly
cost of funds. The average rates paid during 1993 and 1992 were 3.90% and
4.75%, respectively.
(11) Employee Benefit Plans
The Bank maintains a pension plan ("Plan") covering substantially all
employees who are employed on either a full time or a part time basis. The
benefits are based on the employee's years of credited service, average annual
salary and primary social security benefit, as defined in the Plan.
Pension expense including administration costs was $468,000, $475,000 and
$350,000 for 1993, 1992 and 1991, respectively. The Bank uses the projected
unit credit actuarial method and bases its funding policy on the entry age
normal method.
The discount rate and rate of increase in future compensation levels used in
determining the actuarial value of benefit obligations and pension cost at
December 31, 1993 and December 31, 1992 were 7.0% and 7.5%, respectively. The
expected long-term rates of return on assets were 7.0% at December 31, 1993 and
7.5% at December 31, 1992.
The Bank has a Supplementary Executive Retirement Plan ("SERP") which covers
any individual employed by the Bank as its President or Chairman of the Board.
The pension expense for the SERP was $434,000, $418,000 and $439,000 in 1993,
1992 and 1991, respectively. The SERP uses the same actuarial assumptions as
the pension plan. The plan is unfunded.
54
FIRSTFED FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(11) Employee Benefit Plans (continued)
The following table sets forth the funded status and amounts recognized in
the Bank's statement of the financial condition for the pension plan and the
SERP for the years indicated (in thousands):
PENSION PLAN SERP
--------------- ----------------
1993 1992 1993 1992
------- ------ ------- -------
Actuarial present value of benefits obliga-
tions:
Accumulated benefits obligation.......... $ 2,703 $2,186 $ 2,781 $ 2,474
======= ====== ======= =======
Vested benefit obligation................ $ 2,567 $2,092 $ 2,423 $ 2,215
======= ====== ======= =======
Plan assets at fair value.................. $ 2,268 $2,340 $ -- $ --
Projected benefit obligation for service 4,156 3,611 3,414 2,945
rendered to date.......................... ------- ------ ------- -------
Shortage of plan assets over the projected
benefit obligation........................ (1,888) (1,271) (3,414) (2,945)
Unrecognized net loss (gain) from past ex-
perience different from that assumed...... 729 414 131 (149)
Prior service cost not yet recognized in
net periodic pension cost................. 247 283 838 934
Additional minimum liability............... -- -- (846) (888)
Unrecognized net (asset) obligation at (230) (321) 510 574
transition................................ ------- ------ ------- -------
Accrued pension liability.................. $(1,142) $ (895) $(2,781) $(2,474)
======= ====== ======= =======
Net pension cost for the year ended Decem-
ber 31, 1993 and December 31, 1992 in-
cluded the following components:
Service cost-benefits earned during the
period.................................. $ 396 $ 392 $ 57 $ 54
Interest cost on projected benefit obli-
gation.................................. 264 255 217 204
Actual return on plan assets............. (106) (179) -- --
Net amortization......................... (50) (45) 160 160
Deferral of asset gains.................. (73) 17 -- --
------- ------ ------- -------
Net period pension cost.................. $ 431 $ 440 $ 434 $ 418
======= ====== ======= =======
The Bank has a profit sharing plan for all salaried employees and officers
who have completed one year of continuous service. The plan is a leveraged
employee stock ownership plan ("ESOP"). At December 31, 1993 the ESOP held
8.94% of outstanding stock of the Company. Profit sharing expense for the years
ended December 31, 1993, 1992 and 1991 was $200,000, $1,007,000 and $1,510,000,
respectively. The amount of the contribution made by the Bank is determined
each year by the Board of Directors, but is not to exceed 15% of the
participants' aggregated compensation. The Bank does not offer post retirement
benefits.
The Company has a Stock Option and Stock Appreciation Rights Plan which
allows the issuance of 342,375 shares (as adjusted for stock splits) at
December 31, 1993. Options prices are based upon the market value of the common
stock on the date of grant. Granted options are exercisable as follows:
50,853 shares --100% exercisable
21,202 shares --25% exercisable on the date of grant and 25% at the
third, Fifth and seventh anniversary dates of the grant
184,382 shares --25% exercisable on the second, fourth, sixth and eighth
anniversary dates of the grant
85,938 shares --33% immediately exercisable and 33% on the first and
second anniversary dates
55
FIRSTFED FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(11) Employee Benefit Plans (continued)
Options expire ten years after the date of grant, or sixty days after
termination of employment other than retirement, death or disability. Stock
appreciation rights have also been authorized under the plan, but none have as
yet been granted.
Information with respect to stock options follows:
1993 1992
-------- --------
Options Outstanding
(Average option prices for 1993)
Beginning of year ($9.45)............................ 516,616 720,729
Granted ($19.58)..................................... 15,322 56,968
Excised ($4.10)...................................... (33,026) (261,077)
Canceled ($16.11).................................... (156,537) (4)
-------- --------
End of Year ($11.70)................................. 342,375 516,616
======== ========
Shares exercisable at December 31 ($9.07)............ 215,795 348,585
======== ========
56
FIRSTFED FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(12) Parent Company Financial Information
This parent company only financial information should be read in conjunction
with the other notes to consolidated financial statements.
DECEMBER 31,
------------------
STATEMENTS OF FINANCIAL CONDITION 1993 1992
(IN THOUSANDS) -------- --------
Assets:
Cash............................................ $ 923 $ 586
Other assets.................................... 25 25
Investment in subsidiary........................ 212,226 209,841
-------- --------
$213,174 $210,452
======== ========
Liabilities and Stockholders' Equity:
Note payable.................................... $ 5,000 $ 3,000
Other liabilities............................... (118) (59)
Stockholders' equity............................ 208,292 207,511
-------- --------
$213,174 $210,452
======== ========
YEARS ENDED DECEMBER 31,
---------------------------
STATEMENTS OF OPERATIONS 1993 1992 1991
(IN THOUSANDS) -------- -------- -------
Other income (expense), net....................... $ (78) $ (28) $ (48)
Equity in undistributed net earnings (loss) of (1,970) 22,132 28,475
subsidiary....................................... -------- -------- -------
Net earnings (loss)............................... $ (2,048) $ 22,104 $28,427
======== ======== =======
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
Net Cash Flows from Operating Activities:
Net earnings (loss)............................. $ (2,048) $ 22,104 $28,427
Adjustments to reconcile net earnings (loss) to
net cash provided (used) by operating activi-
ties:
Equity in net (earnings) loss of subsidiary..... 1,970 (22,132) (28,475)
Other........................................... (10) (2) (1)
-------- -------- -------
Net cash used by operating activities........... (88) (30) (49)
-------- -------- -------
Cash Flows from Investing Activities:
(Increase) decrease in ESOP loan................ 73 (1,026) (36)
(Increase) decrease in other assets............. -- (25) 22
-------- -------- -------
Net cash (used) by provided for investing activ- 73 (1,051) (14)
ities.......................................... -------- -------- -------
Cash Flows from Financing Activities:
Dividend from subsidiary........................ 3,000 4,250 1,000
Capital contribution to subsidiary.............. (7,355) (4,000) --
Increase in notes payable....................... 2,000 3,000 --
Purchase of treasury stock...................... -- (4,596) --
Benefit from stock option tax adjustment........ 2,355 -- --
Other........................................... 352 815 347
-------- -------- -------
Net cash provided (used) by financing activities.. 352 (531) 1,347
-------- -------- -------
Net increase (decrease) in cash................... 337 (1,612) 1,284
Cash at beginning of period....................... 586 2,198 914
-------- -------- -------
Cash at end of period............................. $ 923 $ 586 $ 2,198
======== ======== =======
57
FIRSTFED FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(13) Quarterly Results of Operations: (unaudited)
Summarized below are the Company's results of operations on a quarterly basis
for 1993, 1992 and 1991:
NET
PROVISION NON- NET EARNINGS
INTEREST INTEREST FOR LOAN OTHER INTEREST EARNINGS (LOSS)
INCOME EXPENSE LOSSES INCOME EXPENSE (LOSS) PER SHARE
-------- -------- --------- ------ -------- -------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
First quarter
1993........ $ 58,247 $ 33,198 $44,123 $ 2,718 $11,454 $(16,402) $(1.53)
1992........ 67,984 41,787 10,716 2,873 11,052 6,774 .62
1991........ 75,641 52,618 1,203 2,131 10,454 7,762 .71
Second quarter
1993........ $ 56,526 $ 32,918 $ 1,849 $ 4,023 $11,443 $ 8,328 $ .78
1992........ 65,800 37,889 5,847 3,370 11,818 7,972 .73
1991........ 76,420 51,532 1,004 1,389 10,823 8,200 .75
Third quarter
1993........ $ 58,875 32,586 $11,590 $ 2,964 $11,453 $ 3,629 $ .34
1992 . 61,647 36,765 18,098 4,077 11,993 703 .06
1991........ 73,657 47,177 3,363 1,474 8,658 8,246 .75
Fourth quarter
1993........ $ 55,797 $ 32,914 $10,117 $ 2,349 $10,948 $ 2,397 $ .22
1992........ 60,181 35,069 6,723 2,314 11,262 6,655 .62
1991........ 70,812 44,429 6,263 2,065 10,547 4,219 .39
Total year
1993........ $229,445 $131,616 $67,679 $12,054 $45,298 $ (2,048) $ (.19)
1992........ 255,612 151,510 41,384 12,634 46,125 22,104 2.04
1991........ 296,530 195,756 11,833 7,059 40,482 28,427 2.61
(14) Fair Values of Financial Instruments
Statement of Financial Accounting Standards No. 107, Disclosures About Fair
Value of Financial Instruments ("SFAS No. 107"), requires that the Bank
disclose estimated fair value for its financial instruments as of December 31,
1993. Set forth below are tables showing the financial instruments shown in the
Bank's statements of financial condition for which fair value are estimated to
be different from their carrying value. Financial instruments whose carrying
value is estimated to be equal to fair value are not included below. The
following table presents fair value information for financial instruments for
which a market exists. The fair values for these financial instruments were
estimated based upon prices published in financial newspapers or quotations
received from national securities dealers.
1993 1992
------------------- -------------------
CARRYING ESTIMATED CARRYING ESTIMATED
VALUE FAIR VALUE VALUE FAIR VALUE
-------- ---------- -------- ----------
(IN THOUSANDS)
Mortgage-backed Securities.............. $708,283 $715,726 $769,155 $783,677
Investment Securities................... 47,711 48,054 21,501 21,984
Collateralized Mortgage Obligations..... 56,125 56,228 22,235 22,075
The following table presents fair value information for financial instruments
shown in the Company's statements of financial condition for which there is no
readily available market. The fair values for these
58
FIRSTFED FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(14) Fair Values of Financial Instruments (continued)
financial instruments were calculated by discounting expected cash flows.
Because the particulars of these financial instruments have not been evaluated
for possible sale and because management does not intend to sell these
financial instruments, the Bank does not know whether the fair values shown
below represent values at which the respective financial instruments could be
sold.
1993 1992
--------------------- --------------------
CALCULATED CALCULATED
CARRYING FAIR VALUE CARRYING FAIR VALUE
VALUE AMOUNT VALUE AMOUNT
---------- ---------- --------- ----------
(IN THOUSANDS)
Adjustable Loans:
Single Family...................... $1,112,144 $1,154,316 $ 998,502 $1,010,208
Multi-Family....................... 1,206,197 1,215,606 1,112,523 1,121,786
Commercial......................... 227,712 213,268 244,511 224,270
Fixed Rate Loans:
Single Family...................... 24,520 25,393 30,935 31,236
Multi-Family....................... 13,624 14,288 26,569 27,082
Commercial......................... 4,409 4,483 4,429 4,539
Other Real Estate Loans............. 8,654 8,800 10,500 10,638
Non Real Estate Loans.............. 4,453 5,334 5,563 6,029
Fixed Term Certificate Accounts...... 1,797,230 1,803,457 1,528,615 1,540,170
Borrowings........................... 514,700 517,953 654,500 666,493
SFAS No. 107 specifies that fair values should be calculated based on the
value of one unit. The estimates do not necessary reflect the price the Company
might receive if it were to sell the entire holding of a particular financial
instrument at one time.
Fair value estimates were based on the following methods and assumptions,
some of which are subjective in nature. Changes in assumptions could
significantly affect the estimates.
Cash
The carrying amounts reported in the statements of financial conditions for
this item approximate fair value.
Investment securities and Mortgage-Backed securities
Fair values were based on bid prices published in financial newspapers or bid
quotations received from national securities dealers.
Loans Receivable
The portfolio was segregated into those loans with adjustable rates of
interest and those with fixed rates of interest. Fair values were based on
discounting future cash flows by the current rate offered for such loans with
similar remaining maturities and credit risk. The amounts so determined for
each loan category are reduced by the Bank's allowance for loans losses which
thereby takes into consideration changes in credit risk.
59
FIRSTFED FINANCIAL CORP. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(14)Fair Values of Financial Instruments (continued)
Deposits
The fair value of deposits with no stated term such as regular passbook
accounts, money market accounts and NOW accounts, is defined by SFAS No. 107 as
the carrying accounts reported in the statement of financial condition. The
Company had $508,250,000 in non-term accounts at December 31, 1993. These non-
term accounts provide a source of funds to the Bank at a cost significantly
below the cost of borrowing funds in the financial markets. Management believes
that the Bank's non-term accounts, as a continuing source of less costly funds,
provide significant additional value to the Bank that is not reflected above.
The fair value of deposits with a stated maturity such as certificates of
deposit is based on discounting future cash flows by the current rate offered
for such deposits with similar remaining maturities.
Borrowings
For short term borrowings, fair value approximates carrying value. The fair
value of long term borrowings is based on their interest characteristics. For
variable rate borrowings, fair value is based on carrying values. For fixed
rate borrowings, fair value is based on discounting future contractual cash
flows by the current interest rate paid on such borrowings with similar
remaining maturities.
(15) Subsequent Event
On January 17, 1994, a significant earthquake struck the Southern California
area. This earthquake and the related aftershocks caused damage to certain
areas of Los Angeles and Ventura Counties. The Bank is still in the early
stages of assessing the damage to its assets. It is estimated that less than
30% of the Bank's loans are in areas severely affected by the earthquake. At
this time, the extent of damage to the collateral securing the Bank's loans or
the impact on the Company's financial condition is not known.
60
INDEPENDENT AUDITORS' REPORT
The Board of Directors
FirstFed Financial Corp.
Santa Monica, California:
We have audited the accompanying consolidated statements of financial
condition of FirstFed Financial Corp. and subsidiary ("Company") as of December
31, 1993 and 1992, and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1993. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of FirstFed
Financial Corp. and subsidiary at December 31, 1993 and 1992, and the results
of their operations and their cash flows for each of the years in the three-
year period ended December 31, 1993 in conformity with generally accepted
accounting principles.
As discussed in note 9 to the consolidated financial statements, FirstFed
Financial Corp. and subsidiary adopted the provisions of the Financial
Accounting Standards Board's Statement of Financial Accounting Standards No.
109, Accounting for Income Taxes, in 1992.
KPMG Peat Marwick
January 27, 1994
Los Angeles, California
61
ITEM 9--CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10--DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information regarding directors and executive officers appearing on pages 3
through 8 and on pages 11 and 12 of the Proxy Statement for the Annual Meeting
of Stockholders dated April 20, 1994, and filed March 21, 1994 is incorporated
herein by reference.
ITEM 11--EXECUTIVE COMPENSATION
Information regarding executive compensation appearing on pages 7 through 8
of the Proxy Statement for the Annual Meeting of Stockholders dated April 20,
1994, and filed March 21, 1994 is incorporated herein by reference.
ITEM 12--SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information regarding security ownership of certain beneficial owners and
management appears on pages 2 and 3 of the Proxy Statement for the Annual
Meeting of Stockholders dated April 20, 1994, and filed March 21, 1994 is
incorporated herein by reference.
ITEM 13--CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
a. Certain Relationships: None.
b. Information regarding certain related transactions appears on page 12 of
the Proxy Statement for the Annual Meeting of Stockholders dated April 21,
1994, and filed March 21, 1994 is incorporated herein by reference.
PART IV
ITEM 14--EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8K
(a) 1. Financial Statements
The financial statements included in this Report are listed under Item 8.
2. Financial Statement Schedules
Schedules have been omitted because they are not applicable or the required
information is presented in the financial statements or notes thereto.
62
FIRSTFED FINANCIAL CORP. AND SUBSIDIARY
EXHIBIT
NUMBER
-------
(3.1) Certificate of Incorporation filed as Exhibit (1) (a) to Form 8-A
dated June 4,1987 and incorporated by reference.
(4.1) Instruments defining rights of security holders. Registrant agrees to
file copies of its mortgage-backed bond indenture and collateral loan
agreements upon request.
(4.2) Shareholders' Rights Agreement filed as Exhibit 1 to Form 8A, dated
November 2, 1988 and incorporated by reference.
(10.2) 1983 Stock Option and Stock Appreciation Rights Plan included as
Exhibit A to the Company's Proxy Statement for the Annual Meeting of
Shareholders, April 20, 1984 as amended on April 22, 1987 and
incorporated by reference.
(10.3) Deferred compensation plan, filed as Exhibit 10.3 to Form 10-K for the
fiscal year ended December 31, 1983 dated March 17, 1984 and
incorporated by reference.
(10.4) Bonus Plan filed as Exhibit 10 (iii) (A) (2) to Form 10 dated November
2, 1983, and incorporated by reference.
(10.5) Supplemental Executive Retirement Plan dated January 16, 1986 and
filed as Exhibit 10.5 to Form 10-K for the fiscal year ended December
31, 1992.
(22.) Registrant's sole subsidiary is First Federal Bank of California, fsb,
a federal savings bank.
(23.1) Proxy Statement for Annual Meeting of Stockholders, April 20, 1994.
The 1993 Annual Report to stockholders and exhibit 23.1 have already been
furnished to each stockholder of record who is entitled to receive copies
thereof. Copies of these items will be furnished without charge upon request in
writing by any stockholder of record on March 3, 1994 and any beneficial owner
of Company stock on such date who has not previously received such material and
who so represents in good faith and in writing to:
Corporate Secretary
FirstFed Financial Corp.
401 Wilshire Boulevard
Santa Monica, California 90401
63
Other exhibits will be supplied to any such stockholder at a charge equal to
the Company's cost of copying, postage, and handling.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of the period
covered by this report.
64
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
FIRSTFED FINANCIAL CORP., a Delaware
corporation
/s/ William S. Mortensen
By: _______________________________
William S. Mortensen, Chairman and
Chief Executive Officer
Date: March 24, 1994
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes William S.
Mortensen and James P. Giraldin, and each of them or either of them, as
attorney-in-fact to sign on his or her behalf as an individual and in every
capacity stated below, and to file all amendments to the Registrant's Form 10-
K, and the Registrant hereby confers like authority to sign and file in its
behalf.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on the 24th day of March, 1994.
SIGNATURE TITLE
/s/ William S. Mortensen Chairman of the Board (Principal
- ------------------------------------- Executive Officer)
William S. Mortensen
/s/ James P. Giraldin Executive Vice President (Principal
- ------------------------------------- Financial Officer)
James P. Giraldin
/s/ Michael R. Hilton Senior Vice President and Controller
- ------------------------------------- (Principal Accounting Officer)
Michael R. Hilton
/s/ Samuel J. Crawford, Jr. Director
- -------------------------------------
Samuel J. Crawford
/s/ Christopher M. Harding Director
- -------------------------------------
Christopher M. Harding
/s/ Babette E. Heimbuch Director
- -------------------------------------
Babette E. Heimbuch
/s/ James L. Hesburgh Director
- -------------------------------------
James L. Hesburgh
/s/ June Lockhart Director
- -------------------------------------
June Lockhart
/s/ Charles F. Smith Director
- -------------------------------------
Charles F. Smith
/s/ Steven L. Soboroff Director
- -------------------------------------
Steven L. Soboroff
/s/ John R. Woodhull Director
- -------------------------------------
John R. Woodhull
65