-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AWNPmeKuKSBgHHIxNcXJqDUoLFbaQXPpt4MkKpngS0LrovQ3hdRUQPfX8R1dp1LZ A2ATikt1fCdbsiBQer0GIA== 0000950150-97-000632.txt : 19970430 0000950150-97-000632.hdr.sgml : 19970430 ACCESSION NUMBER: 0000950150-97-000632 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970429 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970429 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAWTHORNE FINANCIAL CORP CENTRAL INDEX KEY: 0000046267 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 952085671 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-01100 FILM NUMBER: 97589765 BUSINESS ADDRESS: STREET 1: 2381 ROSECRANS AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3107255000 MAIL ADDRESS: STREET 1: 2381 ROSECRANS AVE CITY: EL SEGUNDO STATE: CA ZIP: 90245 8-K 1 FORM 8-K 1 =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM 8-K CURRENT REPORT ------------------ PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: April 29, 1997 ------------------ HAWTHORNE FINANCIAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Commission File Number 0-1100 DELAWARE 95-2085671 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 2381 ROSECRANS AVENUE, EL SEGUNDO, CA 90245 (Address of Principal Executive Offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (310) 725-5000 Page 1 of 3 Pages Exhibit index at Page 2 =============================================================================== 2 HAWTHORNE FINANCIAL CORPORATION AND SUBSIDIARY FORM 8-K INFORMATION TO BE INCLUDED DATE OF REPORT: APRIL 29, 1997 ITEM 5. Other Events On April 28, 1997, Hawthorne Financial Corporation issued the press release which is included as Exhibit 99(a) hereto. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Not applicable. (b) Not applicable. (c) The following exhibit is included with this Report. Exhibit 99(a) Press Release, dated April 28, 1997 2 3 Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HAWTHORNE FINANCIAL CORPORATION Dated April 29, 1997 /s/ SCOTT A. BRALY ---------------------------------- Scott A. Braly President and Chief Executive Officer 3 EX-99.(A) 2 PRESS RELEASE, DATED APRIL 28, 1997 1 [HAWTHORNE LOGO] HAWTHORNE FINANCIAL CORPORATION PRESS RELEASE APRIL 28, 1997 IMMEDIATE RELEASE Contact: Mr. Scott Braly, President and Chief Executive Officer (310) 725-5600 Mr. Norman Morales, Chief Financial Officer (310) 725-5631
HAWTHORNE FINANCIAL REPORTS RESULTS FOR FIRST QUARTER (NASDAQ:HTHR) (El Segundo, CA) Hawthorne Financial Corporation (the "Company") and its subsidiary, Hawthorne Savings, F.S.B. (the "Bank") today announced unaudited results for the quarter ended March 31, 1997. For the quarter, the Company reported net earnings of $1.4 million, or $0.17 per share, compared with net earnings of $2.6 million, or $0.41 per share for the same period in 1996. Results for both quarters are calculated using the modified Treasury method and are based on outstanding shares of 5.1 million shares. The earnings per share are adjusted for the Company's preferred stock dividends. The Bank maintained core and risk-based regulatory capital ratios of 6.67% and 11.11%, respectively, at March 31, 1997, which are in excess of the regulatory minimums which define a "well capitalized" institution. Total assets at March 31, 1997 were $838 million, as compared with $847 million at December 31, 1996 and $773 million at March 31, 1996. Pretax earnings from the Company's core operations continued to rise during the March 1997 quarter, reaching their highest level since mid-1993. Core earnings are earnings after loan loss provisions and before interest on parent company indebtedness, income taxes, and nonrecurring items. For the three-month periods ended March 31, 1997, December 31, 1996 and March 31, 1996, core earnings were $1.3 million, $1.2 million and $0.4 million, respectively, which amounts include loan loss provisions of $1.5 million, $1.0 million and $1.2 million, respectively. During the March 1997 quarter, the Company's net interest margin was 3.43% on average earning assets of $800 million. For the December 1996 and March 1996 quarters, the Company's net interest margin and average earning assets were 3.44% and $833 million, and 2.93% and $735 million, respectively. In December 1996, the Company sold approximately $60 million of loans, realizing a modest gain thereon. Though the proceeds from these loan sales had been reinvested in loans and securities by March 31, 1997, the results for the first quarter of 1997 were modestly impacted because such funds were not fully invested for the entire quarter. 2 HAWTHORNE FINANCIAL CORPORATION PRESS RELEASE APRIL 28, 1997 PAGE 2 For the March 1997 quarter, real estate operations produced no net cost for the Company. For the December 1996 quarter, real estate operations produced a net cost of $0.4 million and such activities resulted in net revenues of $0.4 million for the March 1996 quarter. During the first quarter of 1997, the Company increased its deferred tax asset to $4.9 million by recording additional income tax benefits of $0.7 million. ASSET QUALITY At March 31, 1997, nonperforming assets totaled $41.2 million, or 4.9% of total assets at period end, consisting of the carrying value of foreclosed properties ($21.0 million) and loan principal three or more payments past due ($20.2 million). At December 31, 1996 and March 31, 1996, nonperforming assets were $36.8 million (4.3% of total assets) and $39.2 million (5.1% of total assets), respectively. Immediately following the end of the March 1997 quarter, the Company completed the all-cash sale of one property, carried at $3.8 million and sold for $4.0 million, and received full reinstatement of one delinquent loan, with principal of $1.0 million which was more than 90 days past due at the end of March. Had these post-quarter-end events been accomplished during the March 1997 quarter, the Company's ratio of nonperforming assets to total assets would have remained unchanged at March 31, 1997 from the ratio at the end of 1996. Loans delinquent 30 to 89 days, which the Company places on nonaccrual status as a matter of policy, declined to $5.1 million at March 31, 1997, from $10.1 million at December 31, 1996 and $12.8 million at March 31, 1996. Total nonaccruing assets were $47.7 million at March 31, 1997 ($42.9 million after giving effect to the post-March resolutions described above), as compared with $48.8 million at December 31, 1996 and $53.6 million at March 31, 1996. This declining trend is consistent with the Company's current and improving asset migration and loss experience measures. PARENT COMPANY ITEMS The Company's capital structure is comprised of common stockholders' equity, and an aggregate of $27 million in high-cost Senior Notes bearing an annual interest rate of 12% and Cumulative Perpetual Preferred stock with an annual dividend rate of 18%. For the quarter ended March 31, 1997, interest expense on the Senior Notes was $0.5 million, and accrued but unpaid dividends on the Cumulative Perpetual Preferred stock was $0.6 million. Other parent company costs totaled $0.2 million in the period. INVESTOR COMMUNICATIONS PROGRAM The Company will sponsor a teleconference call on Monday, May 5, at 10:15 a.m. Pacific Daylight Time. You may connect with the Company by dialing (800) 403-2040 and entering the access code 660031. 3 HAWTHORNE FINANCIAL CORPORATION PRESS RELEASE APRIL 28, 1997 PAGE 3 HAWTHORNE FINANCIAL CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (DOLLARS ARE IN THOUSANDS)
MARCH 31, DECEMBER 31, 1997 1996 ----------- ------------ ASSETS (UNAUDITED) (AUDITED) Cash and cash equivalents $ 16,024 $ 93,978 Investment securities 77,633 38,371 Loans receivable (net of allowance for estimated credit losses of $13,657 in 1997 and $13,515 in 1996) 698,225 672,401 Real estate owned, net 20,977 20,140 Other assets 25,116 22,305 -------- -------- Total Assets $837,975 $847,195 ======== ======== LIABILITIES & STOCKHOLDERS' EQUITY Deposits $708,113 $717,809 FHLB advances 65,000 50,000 Senior notes 12,385 12,307 Other liabilities 8,353 23,157 -------- -------- Total Liabilities 793,851 803,273 -------- -------- Preferred stock 11,592 11,592 Common stockholders' equity 32,532 32,330 -------- -------- Total Stockholders' Equity 44,124 43,922 -------- -------- Total Liabilities and Stockholders' Equity $837,975 $847,195 ======== ========
SUPPLEMENTAL INFORMATION - BANK CAPITAL MARCH 31, DECEMBER 31, 1997 1996 --------- ------------ Core capital $55,663 $52,803 Ratio 6.67% 6.27% Risk-based capital $62,773 $59,560 Ratio 11.11% 11.11%
4 HAWTHORNE FINANCIAL CORPORATION PRESS RELEASE APRIL 28, 1997 PAGE 4 HAWTHORNE FINANCIAL CORPORATION AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS ARE IN THOUSANDS)
THREE MONTHS ENDED MARCH 31, -------------------------------- 1997 1996 -------- ------- (UNAUDITED) Interest revenues Loans, net of nonaccrual income $ 15,506 $13,782 Investment interest 1,501 1,019 -------- ------- Total interest revenues 17,007 14,801 -------- ------- Interest costs Deposits (8,892) (8,938) FHLB advances (780) 0.00 Senior notes (483) (471) -------- ------- Total interest costs (10,155) (9,409) -------- ------- Net interest income 6,852 5,392 Provision for credit losses (1,500) (1,200) -------- ------- Net interest income after provision for credit losses 5,352 4,192 Noninterest revenues 732 440 Noninterest expenses Employee (2,769) (2,294) Operating (1,054) (1,061) Occupancy (754) (723) Professional (348) (448) SAIF premium and OTS assessment (372) (585) -------- ------- (5,297) (5,111) -------- ------- Real estate operations, net 20 441 Other revenues (costs), net (13) 346 -------- ------- Net earnings before income taxes 794 308 Income tax benefit 563 2,253 -------- ------- Net earnings $ 1,357 $ 2,561 ======== ======= Net earnings available for common(1) $ 852 $ 2,136 ======== ======= Net earnings per share(1) $ 0.17 $ 0.41 ======== ======= Weighted average shares(1) 5,142 5,141 ======== =======
- ---------------------------------------------------- (1) Calculated using the modified Treasury method. 5 HAWTHORNE FINANCIAL CORPORATION PRESS RELEASE APRIL 28, 1997 PAGE 5 HAWTHORNE FINANCIAL CORPORATION AND SUBSIDIARY SUPPLEMENTAL INFORMATION - CLASSIFIED ASSETS (DOLLARS ARE IN THOUSANDS)
ASSET QUALITY MARCH 31, DECEMBER 31, MARCH 31, 1997 1996 1996 ----------- ------------ ----------- (UNAUDITED) (UNAUDITED) (UNAUDITED) NONPERFORMING ASSETS Real estate owned, net $ 20,977 $ 20,140 $ 25,960 Nonperforming loans, 90 days and greater delinquent 20,266 16,643 13,217 -------- -------- -------- GROSS NONPERFORMING ASSETS 41,243 36,783 39,177 OTHER CLASSIFIED LOANS Other delinquent loans, 30 - 89 days 5,119 10,082 12,810 Performing loans classified substandard, doubtful or loss 49,370 46,987 48,770 -------- -------- -------- GROSS CLASSIFIED ASSETS $ 95,732 $ 93,852 $100,757 ======== ======== ======== GROSS CLASSIFIED LOANS $ 74,755 $ 73,712 $ 74,797 ======== ======== ======== Net loans receivable, exclusive of allowance for credit losses $711,882 $685,916 $629,225 ======== ======== ======== ALLOWANCE FOR CREDIT LOSSES Specific $ 2,886 $ 2,185 $ 3,729 General 10,771 11,330 11,624 -------- -------- -------- Total $ 13,657 $ 13,515 $ 15,353 ======== ======== ======== RATIOS Gross nonperforming assets to total assets 4.9% 4.3% 5.1% Allowance for credit losses to net loans receivable 1.9% 2.0% 2.4% Allowance for credit losses to classified loans 18.3% 18.3% 20.5% Allowance for credit losses to nonperforming loans 67.4% 81.2% 116.2% Gross classified assets to core capital and general reserves 143.2% 144.8% 170.6%
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