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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
AMENDMENT NO. 1
(Mark One)
/X/ Annual report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1995
/ / Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 (NO FEE REQUIRED)
For the transition period from __________ to __________
Commission file number 0-27464
BROADWAY FINANCIAL CORPORATION
(Name of Small Business Issuer in Its Charter)
DELAWARE 95-4547287
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
4835 WEST VENICE BOULEVARD, LOS ANGELES, CALIFORNIA 90019
(Address of Principal Executive Offices) (Zip Code)
(213) 931-1886
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, $.01 PER SHARE
(Title of Class)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 past 90 days.
Yes X No
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Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB. /X/
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State issuer's revenues for its most recent fiscal year. $7,770,000
(The revenues for fiscal year 1995 are for the Company's wholly-owned
subsidiary, Broadway Federal Bank, f.s.b. See "Description of
Business--Broadway Financial Corporation" herein.)
The aggregate market value of the voting stock held by non-affiliates of
the Registrant, based on the closing stock price of such stock as of March
25, 1996 as reported by the National Association of Securities Dealers, was
$8,822,973.
APPLICABLE ONLY TO CORPORATE REGISTRANTS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. 892,688 shares of
Common Stock at March 25, 1996
Transitional Small Business Disclosure Format (check one):
Yes No X
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of Item 16 of Part II of the Company's Registration Statement
on Form S-1 (File No. 33-96814), filed with the Securities and Exchange
Commission ("SEC") on September 12, 1995, as amended by Amendment No. 1
thereto filed with the SEC on November 6, 1995 and as amended by Amendment
No. 2 thereto filed with SEC on November 13, 1995, are incorporated by
reference into Item 13 of Part III hereof.
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PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
DIRECTORS
The Board of Directors of the Company is divided into three classes, with
each class containing approximately one third of the Board and with only one
class being elected each year. The directors are elected by the stockholders
of the Company for staggered terms of three years each, or until their
respective successors are elected and qualified. One class of directors,
consisting of Messrs. Maddox and Marshall, has a term of office expiring at
the 1996 annual meeting of stockholders; a second class, consisting of
Messrs. P. Hudson, Chan and Teasley, has a term of office expiring at the
1997 annual meeting of stockholders; and a third class, consisting of Messrs.
E. Hudson, W. Duffy and Mrs. Hill, has a term of office expiring at the 1998
annual meeting of stockholders.
The following table sets forth certain information regarding the Board of
Directors of the Company and Broadway Federal:
<TABLE>
COMPANY AND
DIRECTOR OF BROADWAY
BROADWAY FEDERAL DIRECTOR
FEDERAL TERM
NAME AGE (1) POSITIONS HELD WITH COMPANY AND BROADWAY FEDERAL SINCE (2) EXPIRES
- -------------------- ------- ------------------------------------------------ ----------- ----------------
<S> <C> <C> <C> <C>
Elbert T. Hudson(3) 75 Director and Chairman of the Board of 1959 1998
Company and Broadway Federal
Paul C. Hudson(3) 47 Director, President and Chief Executive Officer 1985 1997
of Company and Broadway Federal
Kellogg Chan 56 Director of Company and Broadway Federal 1993 1997
Willis K. Duffy 68 Director of Company and Broadway Federal 1974 1998
Rosa M. Hill 66 Director of Company and Broadway Federal 1977 1998
A. Odell Maddox 49 Director of Company and Broadway Federal 1986 1996
Lyle A. Marshall 70 Director of Company and Broadway Federal 1976 1996
Larkin Teasley 59 Director of Company and Broadway Federal 1977 1997
</TABLE>
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(1) As of December 31, 1995.
(2) All of the persons listed became directors of the Company in 1995.
(3) Elbert T. Hudson and Paul C. Hudson are father and son.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following table sets forth certain information regarding the executive
officers of the Company and Broadway Federal who are not also directors.
NAME AGE (1) POSITIONS HELD WITH COMPANY AND BROADWAY FEDERAL
- -------------------- ------- ------------------------------------------------
Arnelda R. Francis 54 Executive Vice President and Chief Operations
Officer of Broadway Federal
Bob Adkins 45 Chief Financial Officer and Secretary of
Company and Sr. Vice President-Chief
Financial Officer of Broadway Federal
Bruce Solomon 48 Sr. Vice President-Chief Loan Officer of
Broadway Federal
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(1) As of December 31, 1995.
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Each of the executive officers of the Company and Broadway Federal will
retain his or her office until the respective annual meeting of the Board of
Directors of the Company and Broadway Federal held immediately after the
respective annual stockholders meeting in 1996, and until their successors
are elected and qualified or until they are removed or replaced. Officers of
the Company and Broadway Federal are re-elected annually by the Board of
Directors of the Company and Broadway Federal, respectively.
BIOGRAPHICAL INFORMATION
DIRECTORS
Elbert T. Hudson is Chairman of the Board of Broadway Federal and has engaged
in the practice of law since his retirement as Chief Executive Officer in
1992. He was elected as President/Chief Executive Officer in 1972, a
position he held until his retirement. Mr. Hudson is currently Chairman of
the Executive Committee of the Board, a committee he has served on
continuously since 1959, and served on the Loan Committee of the Board from
1959 through 1984. Mr. Hudson has been a member of the California Bar
Association since 1953 and was a practicing attorney prior to his election as
President/Chief Executive Officer of Broadway Federal. Mr. Hudson serves on
the Board of Directors of BSC, a wholly owned subsidiary of Broadway Federal
and as a member of the Board of Directors of Golden State Mutual Life
Insurance Company, as well as a member of its Executive Committee and as
Chairman of its Audit Committee. He chairs the Board of Trustees for the
Angelus Funeral Home Pre-need Fund. He is a member of the Board of Drew
University Medical School, President of the Board of NAACP "New Careers," and
member of the Board of L.A. Trade Technical College Foundation.
Paul C. Hudson is President and Chief Executive Officer of Broadway Federal.
Mr. Hudson joined Broadway Federal in 1981. Mr. Hudson was elected to the
Board in 1985, and served in various positions prior to becoming President
and Chief Executive Officer in 1992. Mr. Hudson is an inactive member of the
California and District of Columbia Bar Associations. He is a member of the
Board of America's Community Bankers, the Western League of Financial
Institutions and the American League of Financial Institutions. He also
serves on the Board of the California Business Roundtable, Pitzer College and
the California Community Foundation. Mr. Hudson is a member of the Private
Industry Council and chairs the Board of Community Build and College
Marketplace.
Kellogg Chan has been a member of the Board of Directors since 1993. Now
retired, he previously served as Chairman and Chief Executive Officer of
Universal Savings, f.s.b. and President and Chief Executive Officer of
East-West Federal Bank, f.s.b. Mr. Chan is a member of the audit committee
of the Greater Los Angeles Zoo Association, a member of the Board of the San
Marino City Club and of the Southern California Chinese Lawyers Association.
He is also a member of the Board of the San Gabriel Valley Council of Boy
Scouts.
Willis K. Duffy, D.D.S. is a retired dentist. He previously was general
partner of Washington Medical Center. Dr. Duffy is the Chairman of the
Compensation/ Benefits Committee of the Board. Dr. Duffy also serves as a
member of the Board of the Watts/Willowbrook Boys and Girls Club, the L.A.
Police Department Historical Society and the Sigma Pi Phi Foundation.
Rosa M. Hill is the Corporate Secretary of S.J.H Investment Company.
Previously she was an elementary school teacher in the Los Angeles City
Schools and Fisk University Children's School. She also was a social worker
with the Los Angeles County Bureau of Public Assistance. Mrs. Hill is the
Chairperson of the Compliance/Community Reinvestment Act (CRA)/Public
Relations Committee of the Board. She serves on the Board of Trustees of
Bennett College, Greensboro, North Carolina. Mrs. Hill has been an active
member of Holman United Methodist Church for over 40 years where she has held
many leading roles.
A. Odell Maddox is President and Manager of Maddox & Stabler Construction Co.
Inc. Mr. Maddox is Chairman of the Loan Committee of the Board.
Lyle A. Marshall is a retired tax attorney. He previously served as
President of Lyle A. Marshall & Assoc., Ltd., a consulting firm, and was
co-owner of Drummond Distributing Co. Mr. Marshall was admitted to practice
before the U.S. Supreme Court, U. S. District Court, Eastern District, U. S.
Tax Court and the New York State Bar. Mr. Marshall is Chairman of the Audit
Committee of the Board. Mr. Marshall also chairs the Board of the
Watts/Willowbrook Boys & Girls Club.
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Larkin Teasley is President and Chief Executive Officer of Golden State
Mutual Life Insurance Company and a member of its Board of Directors. Mr.
Teasley is a member of the Board of the Golden State Minority Foundation, the
Greater L.A. African American Chamber of Commerce, the California Chamber of
Commerce and the Boy Scouts of America.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Arnelda Francis joined Broadway Federal in 1963 as an accountant, left
Broadway Federal to finish her education and rejoined Broadway Federal in
1971 as Internal Auditor, served as Controller, Vice President-Finance, Chief
Financial Officer and currently serves as Executive Vice President/Chief
Operations Officer and Compliance Officer. She has 27 years of experience in
the savings and loan industry.
Bob Adkins joined Broadway Federal in 1994 as the Chief Financial Officer.
In January 1995 Mr. Adkins became Senior Vice President/Chief Financial
Officer. Mr. Adkins also serves as Director and Secretary/Treasurer of BSC.
Immediately prior to joining Broadway Federal Mr. Adkins was Chief Financial
Officer of Westside Bank of Southern California for three years. Westside
Bank was placed into receivership by regulatory authorities in late 1993.
Mr. Adkins has over 20 years experience in the financial services industry,
including experience in public accounting. Mr. Adkins is a Certified Public
Accountant, holds an MBA degree and a Bachelors degree in Accounting. Mr.
Adkins is a member of the Boards of the California State University at Los
Angeles Foundation and the Community Housing Assistance Program, Inc.
Bruce Solomon joined Broadway Federal in 1993 as the Chief Loan Officer and
currently serves as Senior Vice President/Chief Loan Officer and CRA Officer.
Prior to joining Broadway Federal Mr. Solomon had over 19 years of experience
in the banking industry, primarily in real estate lending with Hancock
Savings and Loan Association, National Home Equity Corporation and Valley
Federal Savings and Loan Association. Mr. Solomon serves on the Board of the
Home Loan Counselling Center, the Inglewood Neighborhood Housing Services and
the Los Angeles Local Development Corporation.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The Company's Common Stock was not issued until the effective date of the
Conversion on January 8, 1996. Therefore, no Forms 3, 4 or 5, or other
reports under Section 16(a), were required to be filed with respect to the
Company for the fiscal year ended December 31, 1995.
ITEM 10. EXECUTIVE COMPENSATION
DIRECTORS' COMPENSATION. Since the formation of the Company none of the
directors has received remuneration from the Company. Currently, the
Chairman of the Board of Broadway Federal receives a monthly retainer fee of
$2,500 and all other directors of Broadway Federal, other than the President,
receive a monthly retainer fee of $1,000 each. A fee of $200 is paid to each
director of Broadway Federal, other than the Chairman of the Board and the
President, for special Board meetings. Committee meeting fees of $150 per
meeting are also paid to directors of Broadway Federal, other than the
Chairman of the Board and the President.
3
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EXECUTIVE COMPENSATION. Since the formation of the Company none of the
executive officers or other personnel has received remuneration from the
Company. The following table sets forth the cash compensation paid by
Broadway Federal for services during the year ended December 31, 1995 to the
Chief Executive Officer of Broadway Federal, who was the only officer who
received compensation in excess of $100,000.
NAME AND PRINCIPAL POSITION YEAR ANNUAL SALARY BONUS
--------------------------- ---- ------------- -----
Paul C. Hudson, President and 1995 $107,541 $15,360
Chief Executive Officer
SEVERANCE AGREEMENTS
The Company and Broadway Federal intend to enter into severance agreements with
Mr. Paul Hudson, Mr. Adkins and four other officers of the Company and Broadway
Federal having terms of 18 months. Commencing on the first anniversary date of
such agreements and continuing on each anniversary date thereafter, the
severance agreements may be extended by the respective Board of Directors of the
Company and Broadway Federal for additional twelve-month periods. Each
severance agreement will provide that at any time following a change in control
of the Company or Broadway Federal, as applicable, if the Company or Broadway
Federal, as the case may be, terminates the employee's employment for any reason
other than for cause, or if the employee terminates his or her employment, the
employee or, in the event of death, the employee's beneficiary, would be
entitled to receive a payment equal to one to three years of the employee's then
current annual salary, any bonuses and any other compensation paid or to be paid
to the employee in any such year, the amount of benefits paid or accrued to the
employee pursuant to any employee benefit plan maintained by Broadway Federal or
the Company in any such year and the amount of any contributions made or to be
made on behalf of the employee to any benefit plan maintained by Broadway
Federal or the Company in any such year. The Company and Broadway Federal would
also continue the employee's life, medical, dental and disability coverage for
the remaining unexpired term of his or her agreement to the extent allowed by
the plans or policies maintained by the Company or Broadway Federal from time to
time. Payments to the employee under Broadway Federal's severance agreements
will be guaranteed by the Company in the event that payments or benefits are not
paid by Broadway Federal. In the event of a change in control of the Company
and Broadway Federal, as applicable, the total payments due under the severance
agreements in the aggregate, based solely on the cash compensation paid to the
six officers covered by the severance agreements for the last fiscal year and
excluding any benefits under any employee benefit plan that may be payable, are
estimated to be up to approximately $532,662.
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of March 25, 1996 certain information
concerning the shares of the Company's Common Stock owned by each person who
is known by the Company to beneficially own more than five percent of the
Company's Common Stock, by each of the directors and executive officers of
the Company and Broadway Federal and for all directors and executive officers
as a group (including in each case all "associates" of such persons).
NUMBER OF
SHARES
NAME AND ADDRESS BENEFICIALLY PERCENT OF
OF BENEFICIAL OWNER (1) OWNED CLASS
------------------------------------ ------------ ----------
Broadway Federal Bank Employee Stock
Ownership Plan 62,488 7.00%
Elbert T. Hudson 2,927 0.33
Paul C. Hudson 6,000 0.67
Kellogg Chan 8,927 1.00
Willis K. Duffy 2,500 0.28
Rosa M. Hill 8,927 1.00
A. Odell Maddox 5,000 0.56
Lyle A. Marshall 2,500 0.28
Larkin Teasley 2,500 0.28
Arnelda Francis 300 0.03
Bob Adkins 200 0.02
All directors and executive officers
as a group (10 persons) 39,781 4.45%
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(1) The address for each of the persons listed is 4835 West Venice Boulevard,
Los Angeles, California 90019.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BROADWAY FINANCIAL CORPORATION
By: /s/ PAUL C. HUDSON
--------------------------------------
Paul C. Hudson
CHIEF EXECUTIVE OFFICER AND PRESIDENT
Date: June 10, 1996
In accordance with the Exchange Act, this report has been signed below by
the following persons in the capacities and on the date indicated.
/s/ PAUL C. HUDSON Date: June 10, 1996
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Paul C. Hudson
Chief Executive Officer, President
and Director
/s/ BOB ADKINS Date: June 10, 1996
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Bob Adkins
Senior Vice President and
Chief Financial Officer
/s/ ELBERT T. HUDSON Date: June 10, 1996
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Elbert T. Hudson
Chairman of the Board
/s/ KELLOGG CHAN Date: June 10, 1996
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Kellogg Chan
Director
/s/ DR. WILLIS K. DUFFY Date: June 10, 1996
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Dr. Willis K. Duffy
Director
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/s/ ROSA M. HILL Date: June 10, 1996
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Rosa M. Hill
Director
/s/ A. ODELL MADDOX Date: June 10, 1996
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A. Odell Maddox
Director
/s/ LYLE A. MARSHALL Date: June 10, 1996
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Lyle A. Marshall
Director
/s/ LARKIN TEASLEY Date: June 10, 1996
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Larkin Teasley
Director
7
