-----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, KTzZ+JLuHMPXgMItqAiLDr0A3NGDbUPDm35vO+IUzZxLGo+WLsx3iqY4fu+2Z1Od +F8XwPVz+fZ66c2YsIrvyQ== 0000891554-99-001189.txt : 19990604 0000891554-99-001189.hdr.sgml : 19990604 ACCESSION NUMBER: 0000891554-99-001189 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACIFICAMERICA MONEY CENTER INC CENTRAL INDEX KEY: 0000921623 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 954465729 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-20897 FILM NUMBER: 99639789 BUSINESS ADDRESS: STREET 1: VENTURA BLVD SUITE 102 CITY: WOODLAND HILLS STATE: CA ZIP: 91364 BUSINESS PHONE: 8189928999 MAIL ADDRESS: STREET 1: VENTURA BLVD SUITE 102 CITY: WOODLAND HILLS STATE: CA ZIP: 91364 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC UNITED GROUP INC DATE OF NAME CHANGE: 19940413 10-K/A 1 AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A THE SECURITIES EXCHANGE ACT OF 1934 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1998 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from _______________ to ______ Commission file number 0-20897 PACIFICAMERICA MONEY CENTER, INC. (Exact name of Registrant as specified in its charter)
Delaware 6162 95-4465729 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number)
21031 Ventura Boulevard Woodland Hills, California 91364 (818) 992-8999 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. YES [X] NO [_]. 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 number of shares of common stock of the Registrant outstanding as of March 15, 1999: 5,168,395 shares. The aggregate market value of the outstanding common stock of the Registrant held by non-affiliates of the Registrant, based on the market price at March 15, 1999 was approximately $2,342,521. The following items appearing in the Annual Report on Form 10-K for PacificAmerica Money Center, Inc. ("PAMM" or the "Company"), as originally filed April 15, 1999, are hereby amended: Item 7A. Quantitative and Qualitative Disclosures About Market Risk The Company carries interest-sensitive assets on its balance sheet that are financed by interest-sensitive liabilities. Since the Interval for re-pricing of the assets and liabilities is not matched, the Company is subject to interest-rate risk. A sudden, sustained increase or decrease in interest rates would impact the Company's net interest income, as well as the fair value of its residual interests in securitizations and interest-only strips. The following table illustrates the timing of the re-pricing of the Company's interest-sensitive assets and liabilities as of December 31, 1998. Management has made certain assumptions in determining the timing of re-pricing of such assets and liabilities. One of the more significant assumptions is that all of the Company's loans receivable held for sale will be sold in the first six months of 1999. In addition, the timing of re-pricing or maturity of the Company's residual interests in securitizations is based on certain prepayment and loss assumptions (See "Management's Discussion and Analysis of Financial Condition and Results of Operations--Results of Operations" for further details).
INTEREST RATE SENSITIVITY AS OF DECEMBER 31, 1998 (DOLLARS IN THOUSANDS) DESCRIPTION 1 DAY TO 6 MOS. 1 TO 5 AFTER 5 TOTAL - ----------- 6 MOS. TO 1 YR. YEARS YEARS ------------------------------------------------------------------------------ INTEREST-SENSITIVE ASSETS: Cash and Investments $ 41,811 $ 0 $ 0 $ 0 $ 41,811 Loans Receivable 7,494 0 414 2,394 10,302 Loans Held For Sale 74,998 0 0 0 74,998 Interest-Only Strips Receivable 5,969 13,355 83,577 13,727 116,628 ------------------------------------------------------------------------------ TOTAL INTEREST-SENSITIVE 130,272 13,355 83,991 16,121 243,739 ASSETS ------------------------------------------------------------------------------ INTEREST-SENSITIVE LIABILITIES: Certificates Of Deposit 55,297 72,246 4,785 0 132,328 Savings Accounts 29,692 0 - 0 29,692 Notes Payable 4,028 12,313 36,234 557 53,132 ------------------------------------------------------------------------------ TOTAL INTEREST-SENSITIVE 89,017 84,559 41,019 557 215,152 LIABILITIES ------------------------------------------------------------------------------ 41,255 (71,204) 42,972 15,564 28,587 EXCESS OF INTEREST-SENSITIVE ASSETS OVER INTEREST-SENSITIVE LIABILITIES ------------------------------------------------------------------------------ 41,255 (29,949) 13,023 28,587 28,587 CUMULATIVE NET INTEREST SENSITIVE GAP ------------------------------------------------------------------------------
Significant assumptions are as follows: Loans Receivable: all variable rate loans are when they reprice and all fixed rate loans are when they mature. Loans Held For Sale are assumed to be sold within six months. Interest-Only Strips Receivable are included based on the present values of the modeled cash flows. Certificates of Deposit are included based on when they mature. Notes Payable related to the Interest-Only Strips Receivable are included based on the present values of the modeled cash flows. Other notes payable are based on scheduled maturity. See "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Net Interest Income Analysis" and "--Certain Accounting Considerations." Item 11. Executive Compensation Executive Compensation Summary of Cash and Certain Other Compensation. The Company is a successor to the Partnership. On June 27, 1996, the Company and the Partnership completed the Restructuring, as a result of which all of the assets and liabilities of the Partnership were transferred to the Company. Prior to the Restructuring, the executive officers of the Company received compensation from the Partnership, Presidential Management Company, the general partner of the Partnership (the "General Partner") and/or Pacific Thrift, under various arrangements with those entities. The following table sets forth certain summary information concerning compensation paid or accrued by the Company, the Partnership, the General Partner and Pacific Thrift to or on behalf of the Chief Executive Officer and each of the Named Executives for the fiscal years ended December 31, 1998, 1997, and 1996:
Actual Annual Compensation Securities Underlying All Other Name and Principal Position Year Salary($)(1) Bonus($) Options(#)(2) Compensation - --------------------------- ---- ------------ -------- ------------- ------------ Joel R. Schultz(3) 1998 $ 511,834 -0- 100,000 -0- Chief Executive Officer of 1997 $ 235,000 $1,633,728 30,000 $ 4,750 The Company and Pacific Thrift 1996 $ 450,704 $ 222,750 96,000 $ 4,500 Richard D. Young(4) 1998 $ 443,509 -0- -0- $ 378,039 (Former) President and Chief 1997 $ 235,000 $1,478,050 6,000 $ 4,750 Operating Officer of Pacific 1996 $ 247,583 $ 354,750 100,000 $ 4,500 Thrift, and Senior Executive Vice President of the Company Frank Landini(5) 1998 $ 341,333 -0- -0- $ 204,800 (Former) Executive Vice President 1997 $ 163,200 $ 637,008 -0- $ 4,750 - -Wholesale Lending Division of 1996 $ 184,600 $ 207,112 36,000 $ 4,190 Pacific Thrift Charles J. Siegel, 1998 $ 214,422 -0- -0- -0- Chief Financial Officer of 1997 $ 201,798 $ 125,000 15,000 $ 4,750 The Company and Pacific Thrift 1996 $ 163,577 $ 51,667 26,000 $ 4,500 Norman A. Markiewicz 1998 $ 155,072 -0- -0- -0- Executive Vice President 1997 $ 146,707 -0- -0- $ 4,147 of the Company and Pacific Thrift 1996 $ 172,500 -0- 18,000 $ 4,500
- ---------- (1) The amounts specified above include automobile allowances and directors' fees, but do not include life insurance or medical insurance premiums for benefits in excess of group benefits provided to employees, the aggregate amount of which do not exceed the lesser of either $50,000 or 10% of the total annual salary and bonus reported for each of the above named executives in each reported year. (2) All options shown in this column are exercisable at a price equal to the fair market value of the options on the date of grant. (3) Salary amounts for 1996 include payments prior to the effective date of the Restructuring for providing legal services in connection with loan accounts prior to June 27, 1996. Bonus amount for 1997 includes the value of 10,007 shares of Common Stock paid by the Company in lieu of a portion of the cash bonus earned under an employment agreement based on the fair market value of the shares on the date paid. See "--Employment Agreements." Bonus amounts for each of 1996 and 1997 include amounts earned for the year reported but paid in the following year. (4) Mr. Richard Young resigned his positions with the Company and all of its subsidiaries on January 11, 1999. Bonus amount for 1997 includes the value of 22,766 shares of Common Stock paid by the Company in lieu of a portion of the cash bonus earned under an employment agreement, based on the fair market value of the shares on the date paid, plus a $174,102 promissory note payable in two semi-annual installments six months and one year after issuance, bearing interest at the Bank of America prime rate. See "--Employment Agreements." Bonus amounts for each of 1996 and 1997 include amounts earned for the year reported but paid in the following year. Bonus amount for 1996 consists of a bonus of $107,000 paid in 1996 for the period prior to the Restructuring, a special discretionary bonus of $25,000 paid after the Restructuring and a bonus of $222,750 accrued for in 1996 under an employment agreement entered into effective as of the closing date of the Restructuring Date and paid in 1997. Other compensation for 1998 represent the accrual for the execution by Mr. Young on January 11, 1999 of severance of his employment agreement with the Company. (5) Mr. Landini resigned his position with Pacific Thrift on October 27, 1998. His salary included a severance payment of $200,000, representing six months salary. Bonus amount for 1997 consisted of a bonus of $637,008 accrued for 1997, of which 75% was paid in January 1998 and 25% is due to be paid in January 2000 under his employment agreement. Bonus amount for 1996 consists of a bonus of $182,112 accrued for 1996, of which 75% was paid in January 1997 and 25% is due to be paid in January 1999 under his employment agreement, and a special discretionary bonus of $25,000 paid after the Restructuring. Other compensation for 1998 represents severance payments made to Mr. Landini. See "-- Employment Agreements." Item 8. Financial Statements and Supplementary Data Schedule II of the Consolidating Schedule - Operations for the Year Ended December 31, 1998, is hereby replaced with the amended Schedule II appearing below: Schedule Consolidating Schedule- Operations PacificAmerica Money Center, Inc. and Subsidiaries Schedule II Consolidating Schedule - Operations Year Ended December 31, 1998 (Continued) ================================================================================
Pacific- Pacific Pacific- Pacific- Reclassifying and America Thrift America America Eliminating Entries Money and Loan Money Securities, ------------------- Center Inc. Company Centers, Inc. Inc. Dr Cr Consolidated - ----------------------------------------------------------------------------------------------------------------------------------- Noninterest expense Salaries and employee benefits 1,194,000 32,597,000 375,000 -- -- -- 34,166,000 General and administrative expenses 2,574,000 24,871,000 277,000 -- -- 71,000 27,651,000 Occupancy expense 749,000 2,141,000 57,000 -- -- -- 2,947,000 Operations of other real estate -- 153,000 (29,000) -- -- -- 124,000 Depreciation and amortization 31,000 941,000 2,000 -- -- -- 974,000 Restructuring charge 896,000 2,576,000 64,000 -- -- -- 3,536,000 - ----------------------------------------------------------------------------------------------------------------------------------- Total noninterest expense 5,444,000 63,279,000 746,000 -- -- 71,000 69,398,000 - ----------------------------------------------------------------------------------------------------------------------------------- Income (loss) before income taxes (33,686,000) (8,663,000) (901,000) -- 3,913,000 11,685,000 (35,478,000) Income tax expense (benefit) (9,198,000) (2,471,000) 679,000 -- -- -- (10,990,000) - ----------------------------------------------------------------------------------------------------------------------------------- Net loss $(24,488,000) $ (6,192,000) $(1,580,000) $ -- $3,913,000 $11,685,000 $(24,488,000) ===================================================================================================================================
See report of independent certified public accountants and notes to consolidated financial statements. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this Amendment to the Annual Report on Form 10-K for the year ended December 31, 1998 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on May 6, 1999. PACIFICAMERICA MONEY CENTER, INC. By: /S/ JOEL R. SCHULTZ ------------------------------------- Joel R. Schultz, Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----