<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
For transition period from__________ to___________
Commission file number 0-27464
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BROADWAY FINANCIAL CORPORATION
(Exact Name of Small Business Issuer as Specified in its Charter)
DELAWARE 95-4547287
-------- ----------
(State of Incorporation) (IRS Employer Identification No.)
4800 WILSHIRE BOULEVARD, LOS ANGELES, CALIFORNIA 90010
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(Address of Principal Executive Offices)
(323) 634-1700
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(Issuer's Telephone Number, Including Area Code)
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 the past 90 days. Yes [x] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 901,333 shares of the Company's
Common Stock, par value $0.01 per share, were issued and outstanding as of July
21, 2000.
Transitional Small Business Disclosure Format (Check one):
Yes [ ] No [x]
1
<PAGE>
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets (unaudited)
as of June 30, 2000 and December 31, 1999 3
Consolidated Statements of Operations
(unaudited) for the three months and
six months ended June 30, 2000 and
June 30, 1999 4
Consolidated Statements of Cash Flows
(unaudited) for the six months ended
June 30, 2000 and June 30, 1999 5
Notes to Unaudited Consolidated Financial
Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults on Senior Securities 13
Item 4. Submission of Matters to a Vote
of Security Holders 13
Item 5. Other Information 13
Item 6 Exhibits and Report on Form 8-K 14
2
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BROADWAY FINANCIAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, 2000 DECEMBER 31, 1999
------------------- ------------------------
ASSETS:
<S> <C> <C>
Cash $ 4,156 $ 3,135
Investment securities held to maturity 10,623 10,623
Mortgage-backed securities held to maturity 11,802 13,210
Loans receivable, net 125,726 126,871
Loans receivable held for sale, at lower of cost or fair value -- 2,458
Accrued interest receivable 1,060 1,013
Real estate acquired through foreclosure, net 297 515
Investments in capital stock of Federal Home Loan Bank, at cost 1,272 1,229
Office properties and equipment, net 6,394 6,533
Other assets 783 717
------------------- ------------------------
Total assets $ 162,113 $ 166,304
=================== ========================
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $ 131,462 $ 133,984
Advances from Federal Home Loan Bank 15,100 16,900
Advance payments by borrowers for taxes and insurance 169 192
Other liabilities 1,479 1,427
------------------- ------------------------
Total liabilities 148,210 152,503
Stockholders' Equity:
Preferred nonconvertible, non-cumulative, and non-voting stock, $.01 par
value, authorized 1,000,000 shares; issued and outstanding 55,199
shares at June 30, 2000 and December 31, 1999 1 1
Common stock, $.01 par value, authorized 3,000,000 shares; issued and
outstanding 901,333 shares at June 30, 2000 and 932,494 shares 10 10
at December 31, 1999
Additional paid-in capital 9,692 9,674
Retained earnings-substantially restricted 5,098 4,809
Treasury stock, at cost - 60,402 shares at June 30, 2000 (554) (318)
and 29,241 shares at December 31, 1999
Unearned Employee Stock Ownership Plan shares (344) (375)
------------------- ------------------------
Total stockholders' equity 13,903 13,801
------------------- ------------------------
Total liabilities and stockholders' equity $ 162,113 $ 166,304
=================== ========================
</TABLE>
See Notes to Unaudited Consolidated Financial Statements
3
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BROADWAY FINANCIAL CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Operations
(Dollars in thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------ ------------------------
2000 1999 2000 1999
---------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Interest on loans receivable $ 2,682 $ 2,349 $ 5,368 $ 4,604
Interest on investment securities
held-to-maturity 158 149 323 317
Interest on mortgage-backed
securities held-to-maturity 190 234 389 438
Other interest income 26 14 42 29
---------- ----------- ---------- -----------
Total interest income 3,056 2,746 6,122 5,388
Interest on deposits 1,182 1,075 2,327 2,158
Interest on borrowings 195 122 440 179
---------- ----------- ---------- -----------
Total interest expense 1,377 1,197 2,767 2,337
---------- ----------- ---------- -----------
Net interest income before
provision for loan losses 1,679 1,549 3,355 3,051
Provision for loan losses 90 75 180 150
---------- ----------- ---------- -----------
Net interest income after
provision for loan losses 1,589 1,474 3,175 2,901
Noninterest income:
Service charges 137 147 261 266
Loss on loans receivable
held for sale (110) (116) (116) (116)
Other 35 15 53 27
---------- ----------- ---------- -----------
Total noninterest income 62 46 198 177
---------- ----------- ---------- -----------
Noninterest expense:
Compensation and benefits 747 649 1,415 1,426
Occupancy expense, net 315 340 605 597
Advertising and promotional
expense 51 55 84 101
Professional services 72 151 158 228
Real estate operations, net (54) 13 (42) 24
Contracted security services 39 40 77 78
Telephone and postage 40 36 85 75
Stationary, printing
and supplies 40 34 67 64
Other 16 314 259 450
---------- ----------- ---------- -----------
Total noninterest expense 1,266 1,632 2,708 3,043
---------- ----------- ---------- -----------
Earnings before income taxes 385 (112) 665 35
Income taxes 157 (47) 270 13
---------- ----------- ---------- -----------
Net earnings $ 228 $ (65) $ 395 $ 22
========== =========== ========== ===========
Earnings applicable to common
shareholder:
Net earnings 228 (65) 395 22
Dividends paid on preferred
stock (7) (7) (14) (14)
---------- ----------- ---------- -----------
$ 221 $ (72) $ 381 $ 8
========== =========== ========== ===========
Earnings per share-basic $ 0.24 ($ 0.08) $ 0.41 $ 0.01
Earnings per share-diluted $ 0.24 ($ 0.08) $ 0.41 $ 0.01
Dividend declared per
share-common stock $ 0.05 $ 0.05 $ 0.10 $ 0.10
</TABLE>
See Notes to Unaudited Consolidated Financial Statements
4
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BROADWAY FINANCIAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Six months ended June 30,
2000 1999
----------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $395 $22
Adjustments to reconcile net earnings to net cash provided by
(used in) operating activities:
Depreciation 179 186
Amortization of premium on loans purchased 2 59
Amortization of net deferred loan origination fees (36) (3)
Amortization of discounts and premium on securities 63 56
Amortization of deferred compensation 49 53
Gain on sale of real estate acquired through foreclosure (59) -
Loss on sale of loans receivable held for sale 116 116
Gain on sale of office properties and equipment - (2)
Provision for loan losses 180 150
Provision for write-downs and losses on real estate acquired
through foreclosure - 6
Loans originated for sale, net of refinances (3,055) (8,461)
Proceeds from sale of loans receivable held for sale 5,397 1,205
Changes in operating assets and liabilities:
Accrued interest receivable (47) (104)
Other assets (66) (240)
Other liabilities 37 (76)
----------- ---------
Total adjustments 2,760 (7,055)
----------- ---------
Net cash provided by (used in) operating activities 3,155 (7,033)
----------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Loans originated, net of refinances (6,234) (16,858)
Principal repayment on loans 7,008 11,165
Proceeds from sale of office properties and equipment - 3
Purchases of investment securities held-to-maturity - (4,500)
Purchases of mortgage-backed securities held-to-maturity - (4,595)
Proceeds from maturities of investment securities held-to-maturity - 2,500
Proceeds from maturities of mortgage-backed securities held-to-maturity 1,345 1,902
Purchase of Federal Home Loan stock (43) (36)
Capital expenditures for office properties and equipment (40) (865)
Proceeds from sale of real estate acquired through foreclosure 517 -
----------- ---------
Net cash provided by (used in) investing activities 2,553 (11,284)
----------- ---------
</TABLE>
See Notes to Unaudited Consolidated Financial Statements
5
<PAGE>
BROADWAY FINANCIAL CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Six months ended June 30,
2000 1999
----------- ---------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits (2,522) 2,735
Increase (decrease) in advances from Federal Home Loan Bank (1,800) 13,500
Dividends paid (106) (107)
Increase in treasury stock (236) -
Decrease in advances by borrowers for taxes and insurance (23) (42)
----------- ---------
Net cash provided by (used in) financing activities (4,687) 16,086
----------- ---------
Net increase (decrease) in cash and cash equivalents 1,021 (2,231)
Cash and cash equivalents at beginning of period 3,135 7,205
----------- ---------
Cash and cash equivalents at end of period $ 4,156 $ 4,974
=========== =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest $ 2,727 $ 2,291
Cash paid for income taxes 255 315
=========== =========
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES
Transfers of real estate acquired through foreclosure from loans receivable 225 500
</TABLE>
See Notes to Unaudited Consolidated Financial Statements
6
<PAGE>
BROADWAY FINANCIAL CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
1. In the opinion of management of Broadway Financial Corporation (the
"Company"), the preceding unaudited consolidated financial statements
contain all material adjustments, necessary to present fairly the
consolidated financial position of the Company at June 30, 2000 and the
results of its operations for the three months and six months ended June
30, 2000 and 1999, and its cash flows for the six months ended June 30,
2000 and 1999. These consolidated financial statements do not include all
disclosures associated with the Company's consolidated annual financial
statements included in its annual report on Form 10-KSB for the year ended
December 31, 1999 and, accordingly, should be read in conjunction with such
audited statements. The results of operations for the three and six months
ended June 30, 2000 are not necessarily indicative of the results to be
expected for the full year.
2. RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities". SFAS No.
133 establishes accounting and reporting standards for derivative
instruments and hedging activities. SFAS No. 133 is effective for fiscal
years beginning after June 15, 2000. In June 1999, the FASB issued SFAS No.
137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB Statement No. 133", which extended
the effective date of the fiscal years beginning after June 15, 2000. In
June 2000, the FASB issued SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities", which also amends SFAS No.
133.
The Company has not adopted early implementation and management does not believe
that the implementation will have a material impact on the Company's financial
condition or results of operations.
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
Broadway Financial Corporation ("the Company") is primarily engaged in the
savings and loan business through its wholly owned subsidiary, Broadway Federal
Bank, f.s.b. ("Broadway Federal" or "the Bank"). Broadway Federal's business is
that of a financial intermediary and consists primarily of attracting deposits
from the general public and using such deposits, together with borrowings and
other funds, to make mortgage loans secured by residential real estate located
in Southern California. At June 30, 2000, Broadway Federal operated five retail
banking offices including a loan processing center, in Southern California.
Broadway Federal is subject to significant competition from other financial
institutions, and is also subject to regulation by federal agencies and
undergoes periodic examinations by those regulatory agencies.
The accompanying consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries, Broadway Federal and BankSmart, Inc.
All significant inter-company balances and transactions have been eliminated in
consolidation.
The Company's principal business is serving as a holding company for Broadway
Federal. The Company's results of operations are dependent primarily on Broadway
Federal's net interest income, which is the difference between the interest
income earned on its interest-earning assets, such as loans and investments, and
the interest expense paid on its interest-bearing liabilities, such as deposits
and borrowings. Broadway Federal also generates recurring non-interest income,
such as transactional fees on its loan and deposit portfolios. The Company's
operating results are also affected by the amount of the Bank's non-interest
expenses, which consist principally of employee compensation and benefits,
occupancy expense, and federal deposit insurance premiums, and by its periodic
provisions for loan losses. More generally, the results of operations of thrift
and banking institutions are also affected by prevailing economic conditions,
competition, and the monetary and fiscal policies of governmental agencies.
The Company's management considers its operations to be segregated into two
operating segments - (i) banking, through Broadway Federal and (ii) retail
services, through its newly established subsidiary, BankSmart, Inc.
("BankSmart"). BankSmart currently includes a postal and copy center. In August
1999, BankSmart opened its first center inside Broadway Federal's Exposition
Park branch. During the second quarter of 2000 BankSmart opened a post office
inside Broadway Federal's Midtown branch. As of June 30, 2000, the operations of
BankSmart are insignificant to the operations of the Company and, as such, do
not constitute a separately reportable segment, under applicable accounting
standards.
8
<PAGE>
COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE
30, 2000 AND JUNE 30, 1999
GENERAL
The Company recorded net earnings of $228,000 and $395,000, respectively, or
$0.24 and $0.41 per diluted share, for the three months and six months ended
June 30, 2000, as compared to a net loss of $65,000, and net earnings of
$22,000, respectively, or ($0.08) and 0.01 per diluted share, for the three
months and six months ended June 30, 1999. The increase in net earnings from
1999 to 2000 resulted primarily from higher net interest income and lower
non-interest expense.
INTEREST INCOME
Interest income increased by $310,000 and $734,000, respectively, during the
three months and six months ended June 30, 2000 as compared to the same periods
in 1999. The increases were primarily the result of an increase in average
assets of $8.7 million and $14.0 million to $163.8 million and $165.7 million,
respectively, for the three months and six months ended June 30, 2000, from
$155.0 million and $151.6 million, respectively, for the same periods in 1999.
The increase in average assets during the three months and six months ended June
30, 2000 was funded by an increase in savings deposits and advances from the
Federal Home Loan Bank. The increase in average assets primarily resulted from
the Company's continued focus on increasing its loan portfolio reduced by a
small decrease in its investment in mortgage-backed securities.
INTEREST EXPENSE
Interest expense increased by $180,000 and $430,000, respectively, during the
three months and six months ended June 30, 2000 as compared to the same periods
in 1999. The increase in interest expense is due to an increase in interest on
deposits and on borrowings. The increases in interest on deposits were due to an
increase in average deposits of $5.4 million and $6.1 million, to $134.5
million, for both the three months and six months ended June 30, 2000 from
$129.0 million and $128.4 million, respectively, during the same periods in
1999. The increase in interest on deposits also reflected by the current
interest rate environment as the average cost of deposits increased 7-basis
points and 1-basis point, respectively, from 3.42% and 3.44% for the three
months and six months ended June 30, 1999 to 3.49% and 3.45% for the same
periods in 2000. Average borrowings also increased by $2.7 million and $7.3
million for the three months and six months ended June 30, 2000 as compared to
the same periods in 1999.
PROVISION FOR LOAN LOSSES
The provision for loan losses increased by $15,000 and $30,000, from $75,000 and
$150,000, respectively, for three months and six months ended June 30, 1999 to
$90,000 and $180,000, respectively, for the same periods in 2000.
Total non-performing assets, consisting of non-accrual loans and real estate
acquired through foreclosure ("REO"), decreased by $1.3 million, from $2.1
million at June 30, 1999 to $880,000 at June 30, 2000. The decrease resulted
from a decrease in non-accrual loans of $834,000 and a
9
<PAGE>
decrease in REO of $433,000. As a percentage of total assets, non-performing
assets were 0.54% at June 30, 2000, compared to 1.33% and 1.15% at March 31,
1999 and December 31, 1999, respectively. Since December 1999, non-accrual loans
decreased by $812,000, to $583,000, and REO decreased by $218,000, to $297,000.
Non-accrual loans at June 30, 2000 included four loans totaling $275,000 secured
by one- to four-unit properties, two loans totaling $289,000 secured by
multi-family properties. and one unsecured loan for $19,000. REO at June 30,
2000 included one multifamily property for $216,000 and one parcel of land
having a net balance of $82,000.
As of June 30, 2000 the Company's allowance for loan losses totaled $1.5
million, representing a $30,000 increase from the balance at December 31, 1999.
The allowance for loan losses represents 1.15% of gross loans at June 30, 2000
compared to 1.09% at December 31, 1999. The allowance for loan losses was
251.97% of non-accrual loans at June 30, 2000, compared to 103.14% at December
31, 1999. Loan charge-offs for the six months ended June 30, 2000 totaled
$149,000, consisting of a $132,000 charge-off on a multi-family loan secured by
a 15-unit property and a $17,000 charge-off on a loan secured by a one-to four-
unit property, both of which were sold at foreclosure during the first quarter.
Management believes that the allowance for loan losses is adequate to cover
inherent losses in its loan portfolio as of June 30, 2000, but there can be no
assurance that actual losses will not exceed the estimated amounts. In addition,
the Office of Thrift Supervision and the Federal Deposit Insurance Corporation
periodically review the Company's allowance for loan losses as an integral part
of their examination process. These agencies may require the Company to increase
the allowance for loan losses based on their judgements of the information
available to them at the time of the examination.
NON-INTEREST EXPENSE
Non-interest expense decreased by $366,000 and $335,000, respectively, during
the three-month and six-month periods ended June 30, 2000 as compared to the
same periods in 1999. The decreases in non-interest expense were due primarily
to decreases in professional services, real estate operations and other
non-interest expense. Professional services decreased by $79,000 and $70,000,
respectively, during the three months and six months ended June 30, 2000, as
compared to the same periods in 1999. The decreases were principally
attributable to a reduction in legal expenses. Real estate operations decreased
by $67,000 and $66,000, respectively, for three months and six months ended June
30, 2000, as compared to the same periods in 1999. The decreases in expense were
primarily due to gains on sales of real estate acquired through foreclosure
during the second quarter of the current year. Other non-interest expense
decreased by $298,000 and $191,000 for the three-month and six-month periods
ended June 30, 2000, as compared to the same periods during 1999. The decreases
were primarily caused by a reduction in costs associated with litigation
settlements.
10
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INCOME TAXES
The Company's effective tax rate was approximately 41% for both the three months
and six months ended June 30, 2000 and June 30, 1999. Broadway Federal computed
income taxes by applying the statutory federal income tax rate of 34% and
California income tax rate of 10.84% to earnings before income taxes.
COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2000 AND DECEMBER 31, 1999
Total assets at June 30, 2000 were $162.1 million compared to $166.3 million at
December 31, 1999, representing a decrease of $4.2 million. Net loans receivable
decreased from $126.9 million at December 31, 1999 to $125.7 million at June 30,
2000 as a result of $9.3 million in new loan originations, offset by $7.0
million in principal repayments, $225,000 in loans transferred to foreclosure,
$180,000 of provision for loan losses and sales of $3.0 million of the loans
originated. Loans held for sale at June 30, 2000 was zero as compared to $2.5
million at December 31, 1999. During the period, loans originated that were
classified as held-for-sale totaled $3.0 million and loans sold totaled $5.5
million.
Total liabilities at June 30, 2000 were $148.2 million compared to $152.5
million at December 31, 1999. The $4.3 million decrease was primarily
attributable to the decrease in deposits, advances from Federal Home Loan Bank
and advance payments by borrowers for taxes and insurance, partially offset by
an increase in other liabilities.
Total capital at June 30, 2000 was $13.9 million compared to $13.8 million at
December 31, 1999. The $102,000 increase was primarily due to net earnings for
the period and payments received on the ESOP loan, offset by common stock
repurchased and cash dividends declared. Common stock repurchased totaled
$236,000 since December 31, 1999.
LIQUIDITY, CAPITAL RESOURCES AND MARKET RISK
Sources of liquidity and capital for the Company on a stand-alone basis include
distributions from the Bank and borrowings such as securities sold under
agreements to repurchase. Dividends and other capital distributions from the
Bank are subject to regulatory restrictions.
The Bank's primary sources of funds are Bank deposits, principal and interest
payments on loans and, to a lesser extent, proceeds from the sale of loans and
advances from the FHLB. While maturities and scheduled amortization of Bank
loans are predictable sources of funds, deposit flows and mortgage prepayments
are greatly influenced by general interest rates, economic conditions, and
competition. Broadway Federal's average liquidity ratios were 11.14% and 11.52%,
respectively, for the three-month and six-month periods ended June 30, 2000 as
compared to 20.52% and 20.93% for the same periods during 1999. The decreases
are due to the fact that at June 30, 2000 liquid assets, which are a component
of the liquidity calculation, excluded $11.2 million in assets pledged to secure
deposits and borrowings. At June 30, 1999 there were no excluded pledged assets.
Management currently maintains its liquidity ratio in a range of 10% to 12% as
part of its investment strategy. The Bank's liquidity ratio included qualifying
unpledged marketable securities being held to maturity.
11
<PAGE>
The Bank has other sources of liquidity in the event that a need for additional
funds arises, including FHLB advances to the Bank. At June 30, 2000 and 1999
FHLB advances totaled $15.1 million and $18.0 million, respectively. Broadway
Federal had borrowed from the FHLB to meet its short-term loan funding needs.
Other sources of liquidity include principal repayments on mortgage-backed
securities.
As of June 30, 2000 there has been no material change in the Company's interest
rate sensitivity. Information concerning the Company's interest rate sensitivity
is contained in conjunction with the financial statements and notes thereto
contained in the Company's annual report for the year ended December 31, 1999.
REGULATORY CAPITAL
The OTS capital regulations include three separate minimum capital requirements
for savings institutions that are subject to OTS supervision. First, the
tangible capital requirement mandates that the Bank's stockholder's equity, less
intangible assets, be at least 1.50% of adjusted total assets as defined in the
capital regulations. Second, the core capital requirement currently mandates
core capital (tangible capital) be at least 4.00% of adjusted total assets as
defined in the capital regulations. Third, the risk-based capital requirement
presently mandates that core capital plus supplemental capital as defined by the
OTS be at least 8.00% of risk-weighted assets as prescribed in the capital
regulations. The capital regulations assign specific risk weightings to all
assets and off-balance sheet items.
Broadway Federal was in compliance with all capital requirements in effect at
June 30, 2000, and meets all standards necessary to be considered
"well-capitalized" under the prompt corrective action regulations adopted by the
OTS pursuant to the Federal Deposit Insurance Corporation Improvement Act of
1991 (FDICIA). The following table reflects the required and actual regulatory
capital ratios of Broadway Federal at the date indicated:
<TABLE>
<CAPTION>
FIRREA FDICIA Actual
Regulatory Capital Ratios Minimum "Well-capitalized" At June 30,
for Broadway Federal Requirement Requirement 2000
------------------------------------- ------------------ -------------------------- --------------------
<S> <C> <C> <C>
Tangible capital 1.50% N/A 7.45%
Core capital 4.00% 5.00% 7.45%
Risk-based capital 8.00% 10.00% 12.74%
Tier 1 Risk-based capital N/A 6.00% 11.51%
</TABLE>
12
<PAGE>
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None
Item 2. CHANGES IN SECURITIES
None
Item 3. DEFAULTS ON SENIOR SECURITIES
None
Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders of the Company was
held on June 21, 2000 for the following purposes:
(a) To elect three directors to serve until the
Annual Meeting to be held in the year 2003 and
until their successors are elected and have been
qualified. The Stockholders re-elected Messrs.
Paul C. Hudson, Kellogg Chan and Larkin Teasley
to serve as directors. The number of votes FOR
and WITHHELD for each of the directors is
detailed below:
Mr. Paul C. Hudson
For 696,261
Withheld 5,267
Mr. Kellogg Chan
For 695,640
Withheld 5,888
Mr. Larkin Teasley
For 696,288
Withheld 5,240
(b) To ratify the appointment of KPMG LLP
as the Company's independent auditing firm
for 2000. The Stockholders ratified the
appointment of KPMG LLP as the Company's
independent auditors based upon total votes
FOR of 700,238, AGAINST of 74 and total
ABSTENTIONS of 1,216.
Item 5. OTHER INFORMATION
None
13
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Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27.1 - Financial Data Schedule
(b) Reports on Form 8-K
None
14
<PAGE>
SIGNATURES
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.
BROADWAY FINANCIAL CORPORATION
Date: August 11, 2000 By: /s/ PAUL C. HUDSON
--------------------------------------
Paul C. Hudson
President and Chief Executive Officer
By: /s/ BOB ADKINS
--------------------------------------
Bob Adkins
Chief Financial Officer
15
