Hawthorne Financial Corporation Form 8-K

Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934

2381 Rosecrans Avenue
El Segundo, California 90245
(Address of principal executive offices and zip code)

Not applicable
(Former name of former address, if changed since last report)

The following information is furnished pursuant to Item 9, “Regulation FD Disclosure” and Item 12, “Results of Operations and Financial Condition.”

On January 27, 2004, Hawthorne Financial Corporation issued a press release setting forth its fourth quarter and full year 2003 earnings. A copy of Hawthorne Financial Corporation’s press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.

(El Segundo, CA) Hawthorne Financial Corporation, (NASDAQ:HTHR), parent company of Hawthorne Savings, F.S.B., today announced that fourth quarter 2003 net income increased 30.3% to $7.7 million, compared to $5.9 million a year earlier. Diluted earnings per share for the quarter were $0.61, representing an increase of 29.8%, compared to $0.47 for the fourth quarter of 2002.

Net income for the year ended 2003 was $28.5 million, an increase of 25.6%, compared with net income of $22.7 million for the year ended 2002. Diluted earnings per share for the year ended December 31, 2003 were $2.28, an 18.8% increase, compared to $1.92 per share for 2002.

The Company announced its results simultaneous with the announcement of the signing of a Definitive Agreement with Commercial Capital Bancorp (NASDAQ: CCBI). The specifics of the Agreement are highlighted in the joint press release that was distributed today after the market closed.

•

The Bank achieved record loan originations of $1.1 billion in 2003, an increase of 44%, compared to loan originations of $755.8 million during 2002. During the fourth quarter, the Bank originated a record $315.3 million in loans. A reduction in loan payoffs during the fourth quarter contributed to net loan portfolio growth of $74.7 million from the prior quarter end.

•

During 2003, non-interest bearing checking account balances increased 30%, and deposit fee income increased 32% as a result of new initiatives, including the Bank’s courtesy overdraft program.

•

During the fourth quarter of 2003 the Company successfully completed the exchange of $130 million in FHLB putable advances, extending the maturity of the notes to 60 months. This exchange resulted in a 117 basis point reduction in the cost of funds for the notes, and will reduce interest expense by $1.5 million in 2004 compared to 2003. Management believes the extension will also reduce the adverse impact of rising interest rates.

•

During the fourth quarter, the Company completed the previously announced 3-for-2 stock split in the form of a dividend.

•

During 2003, 326,041 shares were repurchased at an average price of $21.85 under the Company’s current stock repurchase program.

“Our employee team produced remarkable results for our shareholders in 2003,” said Simone Lagomarsino, President and Chief Executive Officer of Hawthorne Financial. “ The stock price appreciation this year reflects the considerable improvement in nearly every aspect of the Company’s key performance ratios. In 2004, we will continue to be singularly focused on further enhancing the franchise value of Hawthorne,” she added.

Key performance measurements for the fourth quarter improved in comparison with the third quarter of 2003 and were consistent with previously announced guidance. The return on average assets (“ROA”) of 1.11% for 2003 compared favorably to the ROA of 1.09% for 2002. The return on average equity (“ROE”) was 16.62% for the year ended December 31, 2003, compared with 16.90% for 2002.

Net interest income of $19.7 million for the current quarter decreased 7.9%, compared to $21.4 million in the fourth quarter of 2002. The decrease was primarily due to the low interest rate environment, which contributed to the increase in prepayments on higher yielding loans during 2003 compared to 2002. Net interest income of $80.6 million for 2003 reflected an increase of 10.3% compared to 2002. The year-over-year increase was primarily due to the strong loan origination volume of $1.1 billion and the increase in interest earning assets from the acquisition in 2002.

Consistent with guidance, net interest income for the fourth quarter of 2003 was relatively consistent with the prior quarter and net interest margin compressed slightly by 4 basis points compared to the prior quarter. This reduction was primarily due to the differential in rates on new loans, compared to the higher rates on loans that paid off, as well as 66.1% of the Company’s funding sources having rates that are contractually fixed. The Company’s net interest margin for the year ended December 31, 2003 was 3.21%, which was consistent with previously announced guidance, compared with 3.57% for 2002. During 2003, both net interest income and net interest margin continued to be adversely impacted as borrowers refinanced loans. During 2003, $808.9 million in loans prepaid with a weighted average interest rate of 6.90%, while new loan originations had a weighted average yield of 5.25% during the same period. As a result, the yield on loans receivable was 5.99% during the twelve months ended December 31, 2003, compared to 7.12% during 2002.

The average cost of funds decreased to 2.56% for the year ended December 31, 2003, compared to 3.41% during 2002. The overall cost of funds for the fourth quarter was 9 basis points lower than the third quarter. This reduction in the cost of funds was due to the combination of the continued downward pressure on interest rates, maturing certificates of deposit with higher than current market rates, the planned shift in the deposit mix to a higher ratio of transaction accounts to total deposits, increasing FHLB overnight advances, the redemption of the higher coupon senior notes in 2002 and the continued emphasis on reducing the cost of funds. During the fourth quarter of 2003, the Company rolled over $291 million of maturing CDs at a 68 basis point reduction in the weighted average cost.

Noninterest revenue was $8.7 million for 2003, a 35.5% increase, compared to the $6.4 million earned for 2002. As a result of the high level of refinancings, prepayment fees increased 18.9% to $3.8 million in 2003. Fee income on deposits increased by 32.0% over 2002, resulting from the growth in core transaction deposits and new fee generating initiatives such as the courtesy overdraft line. Fee income of $1.0 million from overdrafts grew by 56.5% over 2002 and accounted for 47.2% of total deposit fee income in 2003. Also contributing to the year over year increase was $0.6 million in income earned on $25.0 million in Bank Owned Life Insurance included in other assets.

The ratio of products per household increased to 2.77 at December 31, 2003, compared with 2.71 for the prior quarter and 2.44 for the prior year as the Company continues to expand its product array and household penetration.

Total G&A was $10.7 million and $42.4 million for the three and twelve months ended December 31, 2003, respectively, compared with $13.9 million and $40.6 million incurred in the same periods of 2002. The ratio of G&A to average assets decreased to 1.64% for the year ended December 31, 2003, compared with 1.94% for 2002. The Company remains focused on reducing G&A while increasing productivity. G&A to average assets has continued to improve for the fifth consecutive year, even after the inclusion of a full year of additional G&A expenses associated with the acquisition in August 2002. The Company’s efficiency ratio was 47.3% for the year ended December 31, 2003, which was better than the 50.7% during 2002. G&A for 2002 includes the previously reported costs of $2.1 million associated with the early retirement of senior notes.

The Company’s ratio of G&A to average assets for 2003 was in line with previously announced guidance of 1.6%, reflecting Hawthorne’s company-wide concentration on expense reduction. However, primarily due to the compression of the net interest margin, the efficiency ratio of 47.3% was slightly higher than the guidance level of 46% for 2003. The Company continues to expect slight improvement in both of these ratios in 2004.

The Company establishes reserves for income taxes principally related to open, unexamined tax years. The Company evaluates its tax reserves periodically, and adjusts its reserves as necessary, based upon changes in tax laws and other events that the Company, in consultation with its tax advisors, determines are warranted. During 2003, the Company and the acquired institution’s final tax returns were audited by federal and state tax examiners. The audit was completed in the fourth quarter, and the Company is pleased to report that the examiners concluded that no additional taxes would be assessed. Accordingly, previously reserved amounts for open tax years of $0.4 million were included in net income in the fourth quarter. Additionally, the IRS concurred with a position asserted by the Company during the examination that resulted in an additional tax refund of $0.5 million. The aforementioned tax credits caused the effective tax rate for the year to be lower than the statutory tax rate.

“We believe that the strategies we implement to reduce taxes are conservative, appropriate, and contribute to our long-term goal of increasing shareholder value,” said Ms. Lagomarsino.

As a result of the strong loan originations and the reduction in the loan prepayments, the loan portfolio grew to $2.2 billion at December 31, 2003, from $2.1 billion at December 31, 2002, a $35.6 million increase. New loan originations were $315.3 million and $1.1 billion for the three and twelve months ended December 31, 2003, respectively, which represented increases of 38.4% and 44.0%, respectively, compared to originations during the same periods in 2002. The record loan originations during the fourth quarter of 2003 were 9.6% greater than the third quarter. The Company experienced loan prepayments of 38% for the year ended December 31, 2003.

Total deposits increased slightly to $1.72 billion at December 31, 2003, from $1.66 billion at December 31, 2002, a 3.6% increase. The level of transaction accounts to total deposits continued to increase to 41.8% at December 31, 2003, compared to 38.3% at December 31, 2002. Moreover, the growth in noninterest-bearing checking balances and in the number of accounts was 29.8% and 7.0%, respectively, reflecting the Company’s continued emphasis on growing core deposits, lowering the cost of funds and increasing fee income opportunities.

Asset quality remains strong. Although nonaccrual loans increased by $1.2 million at December 31, 2003, classified assets decreased by 39.0% to $14.4 million, or 0.54% of total Bank assets, compared to $23.7 million, or 0.95% of total Bank assets, a year earlier. Nonaccrual loans to total assets increased to 0.33% at December 31, 2003 from 0.26% in the prior quarter. During the fourth quarter, nonaccrual loans increased primarily due to one SFR loan ($2.1 million). At the same time, delinquent loans decreased to $6.6 million at December 31, 2003 from $12.5 million and $12.7 million at December 31, 2002 and September 30, 2003, respectively. At December 31, 2003, the ratio of total allowance for credit losses to loans receivable, net of specific valuation allowance, decreased to 1.53%, compared with 1.64% at December 31, 2002.

Based on the current assessment of asset quality and economic indicators, the Bank anticipates that the provision for credit losses for 2004 will be consistent with 2003.

During the fourth quarter of 2003, 61,800 shares were repurchased at an average price of $26.58. As of December 31, 2003, cumulative repurchases were 2,100,516 shares at an average price of $15.15. Currently, $0.7 million remains available for additional share repurchases under previously announced repurchase authorizations. During 2003, 752,111 warrants and 221,890 stock options were exercised.

At December 31, 2003, the Bank remained well-capitalized with core, tier 1 and risk-based capital ratios of 7.81%, 11.16% and 12.42%, respectively. The minimum ratios for well-capitalized banks are 5%, 6% and 10% for core capital, tier 1 and risk-based capital, respectively.

The Company will participate with Commercial Capital Bancorp in a joint telephone conference call, January 28, 2004, to discuss the terms of the Definitive Agreement. The call is scheduled to begin at 10:00 a.m. Eastern time (7:00 a.m. Pacific). Analysts and investors may listen to a discussion of the terms of the Definitive Agreement, which will be followed by a question/answer session, either by dialing (800) 599-9795 and reference ID #33410554, or through viewing a live video Webcast of the discussion accessed through a link on the home page of the Company’s Website at www.hawthornesavings.com. The multimedia Webcast enables participants to listen to the discussion and simultaneously view the Video Broadcast, which will include tables and charts. Questions may be submitted either electronically or telephonically. Either Real Media or Windows Media Player is required for viewing the Video Webcast. The Webcast will be available for replay through February 26, 2004, by accessing the same link.

The Company will host a telephone conference call Thursday, January 29, 2004, to discuss the 2003 results and to answer questions. The call is scheduled to begin at 1:00 p.m. Eastern time (10:00 a.m. Pacific). Audio access to the conference call will also be available through a live Webcast over the Internet at www.hawthornesavings.com. The Webcast of this conference call will be available for replay through February 26, 2004 by accessing the same link.

Hawthorne Savings, F.S.B., with total assets of $2.7 billion, operates fifteen branches in the coastal counties of Southern California, from Westlake Village at the western edge of Los Angeles to Mission Bay in San Diego. The Company specializes in real estate secured loans within the markets it serves, including: 1) permanent loans collateralized by single family residential property, 2) permanent loans secured by multi-family residential and commercial real estate and 3) loans for the construction of multi-family residential, commercial and individual single family residential properties and the acquisition and development of land for the construction of such projects. The Company funds its loans predominantly with retail deposits generated through its fifteen full service retail offices and FHLB advances.

Hawthorne Savings, F.S.B., continues to keep pace with the changing face of banking by regularly introducing its customers to new products, such as the Global Access Check Card, online banking and investments. For more information, please call 888-TRUE-411 or visit the Bank online at www.hawthornesavings.com.

When used in this press release or in future press releases, filings by Hawthorne Financial Corporation (“Company”) with the Securities and Exchange Commission (“SEC”), or other public or stockholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases “will likely result”, “are expected to”, “will continue”, “is anticipated”, “estimate”, “project”, “believe” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The Company wishes to caution readers that all forward-looking statements are necessarily speculative and not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Also, the Company wishes to advise readers that various risks and uncertainties could affect the Company’s financial performance and

cause actual results for future periods to differ materially from those anticipated or projected. Specifically, the Company cautions readers that important factors could affect the Company’s business and cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, the Company, including: general economic conditions in its market area, particularly changes in economic conditions in the real estate industry or real estate values in our market, changes in market interest rates, loan prepayments continuing at the current pace or increasing, increased competition in the Company’s niche markets that impacts pricing and/or credit standards, risk associated with credit quality, outcome of pending or threatened litigation, inherent market risk associated with treasury activities, risks associated with management’s investment strategy, the Company’s ability to successfully identify, negotiate or finance strategic acquisition targets or implement new strategic initiatives, and other risks with respect to its business and/or financial results detailed in the Company’s press releases and filings with the SEC. Stockholders are urged to review the risks described in such releases and filings. The risks highlighted herein should not be assumed to be the only factors that could affect future performance of the Company. The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

This press release may be deemed to be solicitation material with respect to the proposed acquisition of Hawthorne and the issuance of shares of common stock by CCBI pursuant to the merger. In connection with the proposed transaction, a registration statement on Form S-4 will be filed with the SEC. The registration statement will contain a joint proxy statement/prospectus to be distributed to the respective shareholders of CCBI and Hawthorne in connection with their vote on the merger. SHAREHOLDERS OF CCBI AND OF HAWTHORNE ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The final joint proxy statement/prospectus will be mailed to shareholders of CCBI and shareholders of Hawthorne. Investors and security holders will be able to obtain the documents free of charge at the SEC’s website, www.sec.gov. In addition, investors may obtain free copies of the documents filed with the SEC by CCBI by contacting Investor Relations, Commercial Capital Bancorp, Inc., One Venture, 3rd Floor Irvine, CA 92618, telephone: 949-585-7500 or by visiting CCBI’s website at www.commercialcapital.com, or from Hawthorne by contacting Investor Relations, Hawthorne Financial Corporation, 2381 Rosecrans Avenue, El Segundo, CA 90245, telephone: 310-725-5631 or by visiting Hawthorne’s website at www.hawthornesavings.com.

CCBI, Hawthorne and their respective directors and executive officers and other members of management and employees may be deemed to participate in the solicitation of proxies in respect of the proposed transactions. Information regarding CCBI’s directors and executive officers is available in CCBI’s proxy statement for its 2003 annual meeting of shareholders, which was filed with the SEC on April 4, 2003, and information regarding Hawthorne’s directors and executive officers is available in Hawthorne’s proxy statement for its 2003 annual meeting of shareholders, which was filed with the SEC on April 11, 2003. Additional information regarding the interests of such potential participants (including the addition of three Hawthorne Board of Directors’ members to the Board of Directors of CCBI following the merger) will be included in the joint proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.

Consolidated Statements of Financial Condition (unaudited)
(Dollars in thousands)


					December 31,			December 31,
					2003			2002

Assets:
	Cash and cash equivalents				$	17,829		$	21,849
	Investment securities available-for-sale, at fair value					381,287			267,596
	Loans receivable (net of allowance for credit losses of $33,538 in 2003 and $35,309 in 2002)					2,154,114			2,114,255
	Accrued interest receivable					9,859			11,512
	Investment in capital stock of Federal Home Loan Bank, at cost					38,189			34,705
	Office property and equipment at cost, net					5,295			5,106
	Deferred tax asset, net					10,630			10,068
	Goodwill					22,970			22,970
	Intangible assets					976			1,388
	Other assets					32,854			5,521

				Total assets	$	2,674,003		$	2,494,970

Liabilities and Stockholders’ Equity:
	Liabilities:
		Deposits:
			Noninterest-bearing		$	51,670		$	39,818
			Interest-bearing:
				Transaction accounts		668,135			597,528
				Certificates of deposit		1,002,759			1,025,464

				Total deposits		1,722,564			1,662,810
		FHLB advances				697,155			600,190
		Capital securities				51,000			51,000
		Accounts payable and other liabilities				18,010			17,904

				Total liabilities		2,488,729			2,331,904

Stockholders’ Equity:
	Common stock — $0.01 par value; authorized 20,000,000 shares; issued, 13,837,958 shares (2003) and 12,864,072 shares (2002) (1)					138			86
	Capital in excess of par value — common stock					84,360			81,087
	Retained earnings					133,597			105,134
	Accumulated other comprehensive (loss)/income					(950	)		1,504
	Less:
		Treasury stock, at cost — 2,108,616 shares (2003) and 1,782,575 shares (2002) (1)				(31,871	)		(24,745	)

				Total stockholders’ equity		185,274			163,066

				Total liabilities and stockholders’ equity	$	2,674,003		$	2,494,970

Consolidated Statements of Income (unaudited)
(In thousands, except per share data)


					Three Months Ended					Twelve Months Ended
					December 31,					December 31,

					2003			2002		2003			2002

Interest revenue:
	Loans				$	29,858		$	36,239	$	127,424		$	130,628
	Investments securities					3,283			1,937		11,510			3,155
	Investment in capital stock of FHLB, fed funds and other					378			476		1,545			3,411

				Total interest revenue		33,519			38,652		140,479			137,194

Interest cost:
	Deposits					8,075			9,753		35,552			36,755
	FHLB advances					4,966			6,028		21,286			21,931
	Senior notes					—			708		—			3,120
	Capital securities					757			745		3,021			2,281

				Total interest cost		13,798			17,234		59,859			64,087

Net interest income						19,721			21,418		80,620			73,107
Provision for credit losses						50			100		500			870

			Net interest income after provision for credit losses			19,671			21,318		80,120			72,237
Noninterest revenue:
	Loan related and other fees					1,306			1,416		4,926			4,179
	Deposit fees					551			392		2,027			1,536
	Other					551			350		1,703			672

				Total noninterest revenue		2,408			2,158		8,656			6,387
(Loss)/income from real estate operations, net						—			—		(51	)		71
Noninterest expense:
	General and administrative expense:
		Employee				5,934			6,974		22,923			22,389
		Operating				2,160			4,036		9,168			9,337
		Occupancy				1,404			1,227		5,337			4,109
		Professional				614			768		2,110			2,132
		Technology				479			571		2,041			1,734
		SAIF premiums and OTS assessments				170			175		673			588
		Other/legal settlements				(108	)		105		102			323

				Total general and administrative expense		10,653			13,856		42,354			40,612

Income before income taxes						11,426			9,620		46,371			38,083
Income tax provision						3,734			3,718		17,863			15,384

Net income					$	7,692		$	5,902	$	28,508		$	22,699

Basic earnings per share (1)					$	0.66		$	0.53	$	2.47		$	2.37

Diluted earnings per share (1)					$	0.61		$	0.47	$	2.28		$	1.92

Weighted average basic shares outstanding (1)						11,611			11,136		11,527			9,573

Weighted average diluted shares outstanding (1)						12,547			12,641		12,518			11,837

Supplemental Information — Classified Assets (unaudited)
(Dollars in thousands)


			December 31,			December 31,
			2003			2002

Risk elements:
	Nonaccrual loans		$	8,885		$	7,675
	Real estate owned, net			—			—

				8,885			7,675
	Performing loans classified substandard or lower (1)			5,553			16,002

		Total classified assets	$	14,438		$	23,677

		Total classified loans	$	14,438		$	23,677

Loans restructured and paying in accordance with modified terms (2)			$	2,310		$	2,468

Gross loans before allowance for credit losses			$	2,187,652		$	2,149,564

Loans receivable, net of specific valuation allowance			$	2,187,652		$	2,149,376

Delinquent loans:
	30 - 89 days		$	1,724		$	5,357
	90+ days (3)			4,892			7,175

		Total delinquent loans	$	6,616		$	12,532

Allowance for credit losses:
	General valuation allowance (“GVA”) (4)		$	33,538		$	35,121
	Specific valuation allowance (“SVA”)			—			188

		Total allowance for credit losses (4)	$	33,538		$	35,309

Net loan charge-offs:
	Net charge-offs for the year (5)		$	878		$	3,352
	Percent to loans receivable, net of SVA			0.04	%		0.16	%
	Percent to beginning of period allowance for credit losses			2.49	%		10.95	%
Selected asset quality ratios at period end:
	Total nonaccrual loans to total assets			0.33	%		0.31	%
	Total allowance for credit losses to loans receivable, net of SVA			1.53	%		1.64	%
	Total GVA to loans receivable, net of SVA			1.53	%		1.63	%
	Total allowance for credit losses to nonaccrual loans			377.47	%		460.05	%
	Total classified assets to Bank core capital and GVA			6.01	%		10.81	%


				Three Months Ended December 31,

				2003							2002

								Weighted							Weighted
				Average		Revenues/		Average			Average		Revenues/		Average
				Balance		Costs		Yield/Cost			Balance		Costs		Yield/Cost

Assets:
Interest-earning assets:
	Loans receivable (1)			$	2,131,059	$	29,858		5.58	%	$	2,143,543	$	36,239		6.74	%
	Investment securities				373,036		3,283		3.52			211,006		1,937		3.64
	Investment in capital stock of Federal Home Loan Bank				34,264		365		4.23			34,456		430		4.95
	Cash, fed funds and other				4,865		13		1.06			11,238		46		1.66

			Total interest-earning assets		2,543,224		33,519		5.25			2,400,243		38,652		6.42

Noninterest-earning assets					55,537							30,002

			Total assets	$	2,598,761						$	2,430,245

Liabilities and Stockholders’ Equity:
	Interest-bearing liabilities:
		Deposits		$	1,675,743	$	8,075		1.91	%	$	1,561,422	$	9,753		2.48	%
		FHLB advances			618,811		4,966		3.14			579,847		6,028		4.07
		Senior notes			—		—		—			22,578		708		12.50
		Capital securities			51,000		757		5.94			45,946		745		6.49

			Total interest-bearing liabilities		2,345,554		13,798		2.32			2,209,793		17,234		3.08

	Noninterest-bearing checking				49,275							38,255
	Noninterest-bearing liabilities				24,744							23,828
	Stockholders’ equity				179,188							158,369

	Total liabilities and stockholders’ equity			$	2,598,761						$	2,430,245

Net interest income						$	19,721						$	21,418

Interest rate spread									2.93	%						3.34	%

Net interest margin									3.09	%						3.55	%


				Twelve Months Ended December 31,

				2003							2002

								Weighted							Weighted
				Average		Revenues/		Average			Average		Revenues/		Average
				Balance		Costs		Yield/Cost			Balance		Costs		Yield/Cost

Assets:
Interest-earning assets:
	Loans receivable (1)			$	2,128,322	$	127,424		5.99	%	$	1,833,856	$	130,628		7.12	%
	Investment securities				345,003		11,510		3.34			77,988		3,155		4.05
	Investment in capital stock of Federal Home Loan Bank				34,069		1,495		4.39			28,281		1,593		5.63
	Cash, fed funds and other				4,008		50		1.25			109,178		1,818		1.67

			Total interest-earning assets		2,511,402		140,479		5.59			2,049,303		137,194		6.69

Noninterest-earning assets					61,007							23,888

			Total assets	$	2,572,409						$	2,073,191

Liabilities and Stockholders’ Equity:
	Interest-bearing liabilities:
		Deposits		$	1,692,677	$	35,552		2.10	%	$	1,300,177	$	36,755		2.83	%
		FHLB advances			579,960		21,286		3.62			511,614		21,931		4.23
		Senior notes			—		—		—			24,819		3,120		12.50
		Capital securities			51,000		3,021		5.92			32,540		2,281		7.01

			Total interest-bearing liabilities		2,323,637		59,859		2.56			1,869,150		64,087		3.41

	Noninterest-bearing checking				45,312							37,258
	Noninterest-bearing liabilities				31,976							32,477
	Stockholders’ equity				171,484							134,306

			Total liabilities and stockholders’ equity	$	2,572,409						$	2,073,191

Net interest income						$	80,620						$	73,107

Interest rate spread									3.03	%						3.28	%

Net interest margin									3.21	%						3.57	%


				December 31, 2003					December 31, 2002

				Balance		Percent			Balance		Percent

Single family residential				$	864,510		39.76	%	$	851,268		39.81	%
Income property:
	Multi-family				764,078		35.15	%		689,100		32.22	%
	Commercial				315,015		14.49	%		387,354		18.11	%
	Development:
		Multi-family			93,299		4.29	%		57,037		2.67	%
		Commercial			12,755		0.59	%		41,168		1.93	%
Single family construction:
	Single family residential				78,916		3.63	%		75,218		3.52	%
Land					43,490		2.00	%		32,612		1.52	%
Other					1,987		0.09	%		4,738		0.22	%

			Total loan principal (1)	$	2,174,050		100.00	%	$	2,138,495		100.00	%


Selected Financial Data (unaudited) (1)	Three Months Ended						Twelve Months Ended
(Dollars in thousands)	December 31,						December 31,

	2003			2002			2003			2002

Performance Ratios
Return on average assets		1.18	%(2)		0.97	%(2)		1.11	%		1.09	%
Return on average equity		17.17	%(2)		14.91	%(2)		16.62	%		16.90	%
Efficiency ratio (3)		48.63	%		58.33	%		47.33	%		50.68	%
G&A to average assets (4)								1.64	%		1.94	%
Growth Ratios
Total assets								7.18	%		34.41	%(5)
Loans receivable, net								1.89	%		23.69	%(5)
Total deposits								3.59	%		38.61	%(5)

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Exhibit No.		Description

99.1		Press Release, dated January 27, 2004, of Hawthorne Financial Corporation.


	HAWTHORNE FINANCIAL CORPORATION


Dated: January 28, 2004	By:	/s/ David Rosenthal

		David Rosenthal, Executive Vice President and Chief Financial Officer


Exhibit No.		Description

99.1		Press Release, dated January 27, 2004, of Hawthorne Financial Corporation.


	December 31,			December 31,
	2003			2002

Bank Capital Ratios
Core capital	$	206,767		$	183,942
Ratio		7.81	%		7.46	%
Tier 1 capital	$	206,767		$	183,942
Ratio		11.16	%		10.42	%
Risk-based capital	$	230,052		$	206,175
Ratio		12.42	%		11.68	%


Delaware (State or other jurisdiction of incorporation or organization)		95-2085671 (I.R.S. employer identification number)


Contact:		Ms. Simone Lagomarsino, President and Chief Executive Officer (310) 725-5631 Mr. David Rosenthal, Chief Financial Officer (310) 725-1890

(1)		Excludes nonaccrual loans.
(2)		Troubled debt restructured loans not classified and not on nonaccrual.
(3)		Included in nonaccrual loans.
(4)		During the third quarter of 2003, $1.3 million in reserves for unfunded commitments were reclassified to other liabilities.
(5)		During the course of the year, charge-offs are generally anticipated and reflected as specific valuation allowances.

(1)		Ratios were calculated based on net income.
(2)		Annualized.
(3)		Represents total general and administrative expense (excluding other/legal settlements) divided by net interest income before provision for credit losses and noninterest revenue. Pursuant to generally accepted accounting principles, G&A includes the previously reported costs of $2.1 million associated with the early retirement of senior notes.
(4)		Represents total general and administrative expense (excluding other/legal settlements) divided by average assets.
(5)		Primarily due to the acquisition of First Fidelity in August 2002.