<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
------------------------
FORM 10-Q
------------------------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________ .
COMMISSION FILE NUMBER 1-12889
------------------------
LONG BEACH FINANCIAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 33-0739843
(STATE OR OTHER JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER
OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>
1100 TOWN & COUNTRY ROAD, SUITE 1650, ORANGE, CALIFORNIA 92868
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
(714) 835-5743
(REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE)
------------------------
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 [ ].
As of August 10, 1998, registrant had outstanding 23,662,518 shares of
Common Stock.
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<PAGE> 2
LONG BEACH FINANCIAL CORPORATION
TABLE OF CONTENTS
TO FORM 10-Q
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1998
PART I -- FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
Item 1. Financial Statements
Consolidated Statements of Financial Condition as of June 3
30, 1998 (Unaudited) and December 31, 1997..................
Consolidated Statements of Operations for the Three Months 4
and Six Months Ended June 30, 1998 and 1997 (Unaudited).....
Consolidated Statements of Stockholders' Equity for the 5
Three Months and Six Months Ended June 30, 1998
(Unaudited).................................................
Consolidated Statements of Cash Flows for the Six Months 6
Ended June 30, 1998 and 1997 (Unaudited)....................
Notes to the Consolidated Financial Statements for the Three 7
Months and Six Months Ended June 30, 1998 (Unaudited).......
Item 2. Management's Discussion and Analysis of Financial Condition, 14
Results of Operations, Liquidity and Capital Resources......
Item 3. Quantitative and Qualitative Disclosures About Market 22
Risk........................................................
</TABLE>
PART II -- OTHER INFORMATION
<TABLE>
<S> <C> <C>
Item 1. Legal Proceedings........................................... 23
Item 2. Changes in Securities....................................... 23
Item 3. Defaults Upon Senior Securities............................. 23
Item 4. Submission of Matters to a Vote of Securities Holders....... 23
Item 5. Other Information........................................... 23
Item 6. Exhibits and Reports on Form 8-K............................ 23
(a) Exhibits................................................ 23
(b) Reports on Form 8-K..................................... 24
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LONG BEACH FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
ASSETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
------------ ------------
(UNAUDITED)
<S> <C> <C>
Cash and cash equivalents................................... $ 44,338,000 $ 38,782,000
Investment securities available for sale.................... 1,011,000 3,793,000
Loans held for sale......................................... 27,958,000 17,241,000
Receivable from the sales of loans.......................... 159,654,000 143,088,000
Premises and equipment, net................................. 4,604,000 3,620,000
Deferred income taxes....................................... 33,200,000 34,400,000
Capitalized mortgage servicing rights....................... 3,207,000 3,054,000
Accrued taxes receivable.................................... 1,892,000 --
Prepaid expenses and other assets........................... 4,944,000 4,110,000
------------ ------------
Total assets...................................... $280,808,000 $248,088,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Warehouse financing facility.............................. $171,519,000 $146,271,000
Accounts payable and accrued liabilities.................. 12,481,000 8,280,000
Accrued income taxes payable.............................. -- 2,792,000
------------ ------------
Total liabilities................................. 184,000,000 157,343,000
Stockholders' equity:
Common stock, $.001 par value; 150 million shares
authorized;
25 million shares issued; 24.1 million and 24.7 million
shares outstanding for 1998 and 1997, respectively..... 25,000 25,000
Additional paid-in capital................................ 75,354,000 75,307,000
Retained earnings......................................... 31,515,000 18,697,000
Treasury stock, at cost; 900,682 and 300,000 shares for
1998 and 1997, respectively............................ (10,086,000) (3,284,000)
------------ ------------
Total stockholders' equity........................ 96,808,000 90,745,000
------------ ------------
Total liabilities and stockholders' equity........ $280,808,000 $248,088,000
============ ============
</TABLE>
See accompanying notes to the consolidated financial statements.
3
<PAGE> 4
LONG BEACH FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE FOR THE
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------- --------------------------
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUES:
Gain on sale of loans................. $31,630,000 $19,941,000 $55,555,000 $37,179,000
Loan servicing and other fees on
loans............................... 1,077,000 18,000 1,840,000 18,000
Amortization of mortgage servicing
rights.............................. (271,000) -- (468,000) --
Interest income....................... 5,302,000 1,467,000 9,299,000 3,502,000
Interest expense...................... (3,636,000) (1,322,000) (6,263,000) (2,885,000)
----------- ----------- ----------- -----------
Net interest income................... 1,666,000 145,000 3,036,000 617,000
----------- ----------- ----------- -----------
Net operating income.................. 34,102,000 20,104,000 59,963,000 37,814,000
EXPENSES:
Compensation expense.................. 13,325,000 6,803,000 23,697,000 12,984,000
Premises and equipment expenses....... 2,990,000 846,000 5,169,000 1,605,000
Other general and administrative
expenses............................ 2,868,000 1,322,000 4,808,000 2,337,000
Corporate administrative charges...... -- 610,000 -- 2,294,000
Provision for losses.................. 1,000,000 2,490,000 2,400,000 2,928,000
Sub-servicing costs................... 1,138,000 46,000 1,784,000 46,000
----------- ----------- ----------- -----------
Total expenses........................ 21,321,000 12,117,000 37,858,000 22,194,000
----------- ----------- ----------- -----------
Earnings before income taxes.......... 12,781,000 7,987,000 22,105,000 15,620,000
Provision for income taxes............ 5,373,000 3,115,000 9,287,000 6,180,000
----------- ----------- ----------- -----------
Net earnings.......................... $ 7,408,000 $ 4,872,000 $12,818,000 $ 9,440,000
=========== =========== =========== ===========
Basic earnings per share.............. $ 0.31 $ 0.19 $ 0.53 $ 0.38
=========== =========== =========== ===========
Diluted earnings per share............ $ 0.29 $ 0.19 $ 0.50 $ 0.38
=========== =========== =========== ===========
</TABLE>
See accompanying notes to the consolidated financial statements.
4
<PAGE> 5
LONG BEACH FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
ADDITIONAL
COMMON PAID-IN RETAINED TREASURY
STOCK CAPITAL EARNINGS STOCK TOTAL
------- ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
THREE MONTHS ENDED JUNE 30, 1998:
Balance, April 1, 1998............ $25,000 $75,307,000 $24,107,000 $ (6,284,000) $93,155,000
Net earnings...................... -- -- 7,408,000 -- 7,408,000
Exercise of stock options......... -- 47,000 -- -- 47,000
Purchase of treasury stock........ -- -- -- (3,802,000) (3,802,000)
------- ----------- ----------- ------------ -----------
Balance, June 30, 1998............ $25,000 $75,354,000 $31,515,000 $(10,086,000) $96,808,000
======= =========== =========== ============ ===========
SIX MONTHS ENDED JUNE 30, 1998:
Balance, January 1, 1998.......... $25,000 $75,307,000 $18,697,000 $ (3,284,000) $90,745,000
Net earnings...................... -- -- 12,818,000 -- 12,818,000
Exercise of stock options......... -- 47,000 -- -- 47,000
Purchase of treasury stock........ -- -- -- (6,802,000) (6,802,000)
------- ----------- ----------- ------------ -----------
Balance, June 30, 1998............ $25,000 $75,354,000 $31,515,000 $(10,086,000) $96,808,000
======= =========== =========== ============ ===========
</TABLE>
See accompanying notes to the consolidated financial statements.
5
<PAGE> 6
LONG BEACH FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE
SIX MONTHS ENDED
JUNE 30,
--------------------------------
1998 1997
--------------- -------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net earnings................................................ $ 12,818,000 $ 9,440,000
Adjustments to reconcile net earnings to net cash provided
by (used in) operating activities:
Depreciation and amortization of premises, equipment and
warehouse financing facility issuance costs............ 1,166,000 300,000
Loans originated and purchased for sale................... (1,142,749,000) (711,347,000)
Proceeds from sales of loans held for sale................ 1,128,719,000 688,687,000
Noncash gain recognized on capitalization of mortgage
servicing rights....................................... (621,000) (5,004,000)
Amortization of capitalized mortgage servicing rights..... 468,000 --
Changes in:
Receivable from the sales of loans..................... (16,566,000) (27,377,000)
Accounts payable and accrued liabilities............... 4,201,000 1,232,000
Accrued income taxes payable........................... (3,484,000) 1,796,000
Other..................................................... 2,080,000 (1,784,000)
--------------- -------------
Net cash provided by (used in) operating
activities...................................... (13,968,000) (44,057,000)
Cash Flows from Investing Activities:
Purchases of premises and equipment....................... (1,750,000) (362,000)
Purchases of investment securities available for sale..... (23,789,000) (91,145,000)
Maturities of investment securities available for sale.... 26,570,000 50,629,000
--------------- -------------
Net cash provided by (used in) investing
activities...................................... 1,031,000 (40,878,000)
Cash Flows from Financing Activities:
Net change in warehouse financing facility................ 25,248,000 54,536,000
Cash provided to AMC prior to the Reorganization.......... -- (3,852,000)
Proceeds from mortgage servicing rights transferred to
AMC.................................................... -- 3,974,000
Reorganization and capitalization of LBFC................. -- 38,000,000
Purchase of treasury stock................................ (6,802,000) --
Proceeds from exercise of stock options................... 47,000 --
--------------- -------------
Net cash provided by financing activities......... 18,493,000 92,658,000
Net increase in cash........................................ 5,556,000 7,723,000
Cash, beginning of the period............................... 38,782,000 --
--------------- -------------
Cash, end of the period..................................... $ 44,338,000 $ 7,723,000
=============== =============
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for interest on warehouse
financing facility..................................... $ 5,415,000 $ 235,000
Cash paid during the period for federal and state income
taxes.................................................. 12,633,000 --
Supplemental Schedule of Non-Cash Activities:
Deferred tax asset........................................ -- 36,000,000
Amortization of deferred tax asset........................ 1,200,000 400,000
</TABLE>
See accompanying notes to the consolidated financial statements.
6
<PAGE> 7
LONG BEACH FINANCIAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1998
(UNAUDITED)
NOTE 1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION
DESCRIPTION OF THE BUSINESS
Long Beach Financial Corporation ("LBFC"), through its wholly-owned
subsidiary, Long Beach Mortgage Company ("LBMC"), (collectively, the "Company"),
is a specialty finance company engaged in the business of originating,
purchasing and selling subprime residential mortgage loans secured by one- to
four-unit family residences. The Company's core borrower base consists of
individuals who do not qualify for traditional "A" credit because their credit
histories, debt to income ratios or other factors do not conform to standard
agency lending criteria. The Company originates loans primarily through
independent mortgage loan brokers.
The Company follows a strategy of selling substantially all of its loan
originations in the secondary market through loan sales in which the Company
disposes of 90 to 100% of its economic interest in the loan for a cash price
that represents a premium over the principal balance of the loans sold. Prior to
the expiration and fulfillment of its outstanding loan purchase commitment, the
Company generally obtains a new purchase commitment from one or more loan
purchasers for the volume of loans expected to be originated during the next
several months. As a result, the Company endeavors to have a buyer for each loan
at the time it is funded and, therefore, can deliver loans and receive payments
for the loans shortly after funding.
LBFC was incorporated in January 1997. At the time of incorporation, LBFC
was a wholly-owned subsidiary of a company now known as Ameriquest Mortgage
Company ("AMC"). AMC conducted its mortgage lending business through four
divisions: (i) the direct-sourced lending division, (ii) the broker-sourced
lending division, (iii) the loan sales division, and (iv) the loan servicing
division. LBFC was formed to facilitate the public sale of AMC's broker-sourced
lending division. All references to the "Wholesale Division" herein shall be
deemed to include the operations of the broker-sourced lending division of AMC
prior to the Reorganization (defined below).
On April 28, 1997, LBFC's Registration Statement on Form S-1 under the
Securities Act of 1933, as amended (the "Registration Statement"), relating to
the initial public offering of its common stock, was declared effective. The
initial public offering closed on May 2, 1997. Immediately prior to the closing
of the initial public offering, AMC reorganized its business operations (the
"Reorganization") by transferring certain assets and personnel relating to the
broker-sourced lending and loan sales divisions to the Company in exchange for
shares of common stock. The Reorganization has been accounted for in a manner
similar to a pooling of interests; therefore, the historical cost basis of the
assets and liabilities transferred to the Company was carried over from the
Wholesale Division of AMC.
BASIS OF PRESENTATION
The Company had no operations through the date of the Reorganization and
all rights, benefits and obligations relating to the operations and net earnings
of the Wholesale Division of AMC, up to the date of the Reorganization, remained
with AMC. However, because the Reorganization has been accounted for in a manner
similar to a pooling of interests, the results of operations reported for the
three months ended June 30, 1997 include: (i) the results of operations for the
Wholesale Division of AMC from April 1, 1997 through May 1, 1997 (the "1997
Second Quarter Operating Results of the Wholesale Division of AMC") and (ii) the
results of operations of the Company from May 2, 1997 through June 30, 1997 (the
"Company's Results of Operations"). Collectively, the combination of the 1997
Second Quarter Operating Results of the Wholesale Division of AMC and the
Company's Results of Operations represent the "Combined Results of Operations
for the Three Months Ended June 30, 1997."
7
<PAGE> 8
LONG BEACH FINANCIAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1998
(UNAUDITED)
NOTE 1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (CONTINUED)
The results of operations reported for the six months ended June 30, 1997
include: (i) the Results of Operations of the Wholesale Division of AMC from
January 1, 1997 through May 1, 1997 (the "1997 Operating Results of the
Wholesale Division of AMC"), and (ii) the Company's Results of Operations.
Collectively, the combination of the 1997 Operating Results of the Wholesale
Division of AMC and the Company's Results of Operations represent the "Combined
Results of Operations for the Six Months Ended June 30, 1997."
Cash flows for the six months ended June 30, 1997 include: (i) cash flows
of the Wholesale Division of AMC from January 1, 1997 through May 1, 1997 (the
"1997 Cash Flows of the Wholesale Division of AMC"), and (ii) the Company's cash
flows from May 2, 1997 through June 30, 1997 (the Company's Cash Flows").
Collectively, the combination of the 1997 Cash Flows of the Wholesale Division
of AMC and the Company's Cash Flows represent the "Combined Cash Flows for the
Six Months Ended June 30, 1997."
All information relating to the Wholesale Division of AMC included or used
in the preparation of this report has been prepared from records maintained by
AMC and provided to the Company by AMC.
In the normal course of business prior to the Reorganization on May 2,
1997, the Wholesale Division had various transactions with other divisions of
AMC that are material in amount. The financial statements and financial data of
the Wholesale Division of AMC included in this report on Form 10-Q reflect key
assumptions regarding the allocation of certain revenue and expense items and
certain balance sheet accounts, many of which could be material. The financial
data of the Wholesale Division of AMC included in this report on Form 10-Q may
not necessarily be indicative of the conditions that would have existed if the
Wholesale Division of AMC had operated as an independent entity.
The accompanying consolidated financial statements include financial data
of the Wholesale Division of AMC and reflect the assets, liabilities, revenues
and expenses that were directly related to the continuing operations of the
Wholesale Division as they were operated by AMC. In cases involving assets,
liabilities, revenues and expenses not specifically identifiable to any
particular division of AMC, certain allocations were made to reflect the
operations of the Wholesale Division. Allocations have been made for, among
other things, accounting, information services, legal, compliance, and other
executive and administrative services. These allocations were based on a variety
of factors which take into consideration the loan origination volume, employee
head count, and historical ratios of direct expenses incurred by the divisions
to total direct expenses. Management believes these allocations provide a
reliable basis for the accompanying consolidated financial statements, which are
also based on the following assumptions:
1. No cash balances were recorded as part of these historical financial
statements as it was the practice of AMC not to maintain separate cash
balances for the various divisions.
2. The net change in divisional equity arising from intracompany
transactions, as reflected in the combined statements of stockholders'
equity and divisional equity, includes: (i) the aggregate intracompany
allocations of costs and expenses incurred by the Wholesale Division and
paid by AMC, (ii) cash generated by the Wholesale Division and collected
by AMC during the periods presented, and (iii) cash advanced by AMC on
behalf of the Wholesale Division. The net change in divisional equity
arising from intracompany transactions also includes all liabilities of
the Wholesale Division, such as income taxes payable, that are not
separate legal obligations of the Wholesale Division but have been
charged to the Wholesale Division.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and include all
information and footnotes required for interim financial
8
<PAGE> 9
LONG BEACH FINANCIAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1998
(UNAUDITED)
NOTE 1. DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION (CONTINUED)
statement presentation. In the opinion of the Company, all adjustments
(consisting of normal recurring adjustments) considered necessary for a fair
presentation have been included. The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ materially from those
estimated. All significant intercompany transactions and balances have been
eliminated and certain reclassifications have been made to prior periods'
consolidated financial statements to conform to current period presentation. The
results of operations for the three and six months ended June 30, 1998 are not
necessarily indicative of the results of operations to be expected for the year
ending December 31, 1998.
The consolidated financial statements and notes to the consolidated
financial statements, along with management's discussion and analysis of
financial condition, results of operations, liquidity and capital resources
should be read in conjunction with the Company's recent filing on Form 10-K,
which contains the latest available audited consolidated financial statements
and notes thereto, as of and for the period ended December 31, 1997.
NOTE 2. STATEMENT OF OPERATIONS, PRESENTATION AND ANALYSIS OF PRO FORMA
OPERATIONS
The statements of operations for the three months and six months ended June
30, 1997, presented in this report on Form 10-Q include the 1997 Operating
Results of the Wholesale Division of AMC and the Company's Results of
Operations. All rights, benefits and obligations relating to the 1997 Operating
Results of the Wholesale Division of AMC up to the time of the Reorganization
remain with AMC.
The rights to loans which were originated by the Wholesale Division but
remained unsold at May 2, 1997 were retained by AMC (the "Retained Loans"). The
costs relating to the production of these loans were incurred and recorded by
the Wholesale Division of AMC and these loans were included as part of the loan
production for the month of April 1997. Subsequent to the Reorganization, the
Company purchased the Retained Loans from AMC at the same price and at the same
time that the Company sold these loans to an independent third party purchaser.
Because the gain from the sale of the Retained Loans was recorded after the
Reorganization, and because the Company's stockholders did not receive any of
the benefit of this gain, the Company did not include the gain from the sale of
the Retained Loans as part of the Company's Results of Operations. The principal
amount of the Retained Loans was approximately $33.8 million and the after tax
gain from the sale of these loans was approximately $807,000. The gains from the
sale of the Retained Loans are not reflected either as income from the Wholesale
Division of AMC or as income from the Company.
9
<PAGE> 10
LONG BEACH FINANCIAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1998
(UNAUDITED)
The following table presents separately the operations of the Wholesale
Division of AMC and the Company, and the combined effect of their results for
each respective period. Additionally, the gain from the sale of the Retained
Loans is presented for informational purposes, with corresponding earnings and
per share data presented on a pro forma basis.
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED JUNE 30, 1997 FOR THE SIX MONTHS ENDED JUNE 30, 1997
------------------------------------------ ---------------------------------------
WHOLESALE WHOLESALE
DIVISION OF THE DIVISION OF THE
AMC COMPANY COMBINED AMC COMPANY COMBINED
------------ ------------ ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
REVENUES:
Gain on sale of loans............ $8,366,000 $11,575,000 $19,941,000 $25,604,000 $11,575,000 $37,179,000
Loan servicing and other fees on
loans.......................... -- 18,000 18,000 -- 18,000 18,000
Interest income.................. 271,000 1,196,000 1,467,000 2,306,000 1,196,000 3,502,000
Interest expense................. (575,000) (747,000) (1,322,000) (2,138,000) (747,000) (2,885,000)
---------- ----------- ----------- ----------- ----------- -----------
Net interest income (expense).... (304,000) 449,000 145,000 168,000 449,000 617,000
---------- ----------- ----------- ----------- ----------- -----------
Net operating income............. 8,062,000 12,042,000 20,104,000 25,772,000 12,042,000 37,814,000
EXPENSES:
Compensation expense............. 2,061,000 4,742,000 6,803,000 8,242,000 4,742,000 12,984,000
Premises and equipment
expenses....................... 347,000 499,000 846,000 1,106,000 499,000 1,605,000
Other general and administrative
expenses....................... 376,000 946,000 1,322,000 1,391,000 946,000 2,337,000
Corporate administrative
charges........................ 610,000 -- 610,000 2,294,000 -- 2,294,000
Provision for losses............. 2,370,000 120,000 2,490,000 2,808,000 120,000 2,928,000
Sub-servicing costs.............. -- 46,000 46,000 -- 46,000 46,000
---------- ----------- ----------- ----------- ----------- -----------
Total expenses................... 5,764,000 6,353,000 12,117,000 15,841,000 6,353,000 22,194,000
---------- ----------- ----------- ----------- ----------- -----------
Earnings before income taxes..... 2,298,000 5,689,000 7,987,000 9,931,000 5,689,000 15,620,000
Provision for income taxes....... 919,000 2,196,000 3,115,000 3,984,000 2,196,000 6,180,000
---------- ----------- ----------- ----------- ----------- -----------
Net earnings..................... $1,379,000 $ 3,493,000 $ 4,872,000 $ 5,947,000 $ 3,493,000 $ 9,440,000
========== =========== =========== =========== =========== ===========
Pro forma net gain from sale of
Retained Loans net of taxes.... 807,000 -- 807,000 807,000 -- 807,000
---------- ----------- ----------- ----------- ----------- -----------
Pro forma net earnings inclusive
of gain from Retained Loans.... $2,186,000 $ 3,493,000 $ 5,679,000 $ 6,754,000 $ 3,493,000 $10,247,000
========== =========== =========== =========== =========== ===========
Basic and Diluted Net earnings
per share...................... $ 0.06 $ 0.13 $ 0.19 $ 0.24 $ 0.14 $ 0.38
========== =========== =========== =========== =========== ===========
Pro forma Basic and Diluted net
earnings per share inclusive of
gain from Retained Loans....... $ 0.09 $ 0.13 $ 0.22 $ 0.27 $ 0.14 $ 0.41
========== =========== =========== =========== =========== ===========
</TABLE>
NOTE 3. AGREEMENTS WITH RELATED PARTIES
Administrative Services Agreements -- On April 28, 1997, the Company and
AMC entered into an administrative services agreement under which AMC agreed to
provide various services to the Company, including certain employee benefits
administration services, information services and data processing functions and,
through August 1997, mail room services. The agreement had a one year term from
the effective date of the Reorganization unless earlier terminated by the
Company upon 30 days written notice. The Company has paid $250,000 and $284,000
to AMC for such services during the six months ended June 30, 1998 and 1997,
respectively. In February 1998, the Company terminated this agreement, effective
March 1, 1998.
10
<PAGE> 11
LONG BEACH FINANCIAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1998
(UNAUDITED)
NOTE 3. AGREEMENTS WITH RELATED PARTIES (CONTINUED)
In addition, on April 28, 1997, the Company and AMC entered into a second
administrative services agreement pursuant to which the Company agreed to assist
AMC in selling the mortgage loans originated by AMC and provide investor
coordination and information for the existing loan portfolio as well as new loan
originations. The agreement had a one-year term from the effective date of the
Reorganization, unless earlier terminated by AMC upon 30 days written notice.
The Company has received $110,000 from AMC for such services during both the six
months ended June 30, 1998 and 1997. AMC terminated the services pursuant to the
second administrative agreement, effective March 1, 1998.
Loan Sub-servicing Agreement -- On April 28, 1997, the Company and AMC
entered into a three-year loan sub-servicing agreement pursuant to which AMC
agreed to sub-service mortgage loans originated or purchased by the Company
after the Reorganization. Sub-servicing activities include collecting and
remitting loan payments, accounting for principal and interest, holding escrow
or impound funds for payment of taxes and insurance, if applicable, making
required inspections of the mortgaged property, contacting delinquent borrowers,
and supervising foreclosures and property dispositions. The agreement provides
that either party has the right to terminate the agreement effective at any time
after 18 months, upon six months prior written notice to the other party. The
Company has agreed to pay AMC a 45 basis points annual servicing fee on the
outstanding principal balance of each loan sub-serviced. Such sub-servicing
costs for the three months ended June 30, 1998 and 1997 amounted to $1,138,000
and $46,000 respectively, and six months ended June 30, 1998 and 1997 amounted
to $1,784,000 and $46,000, respectively.
Income Taxes -- In connection with the Reorganization, AMC agreed to
indemnify and hold the Company harmless from any tax liability attributable to
periods ending on or before the Reorganization. For periods ending after the
Reorganization, the Company will pay its tax liability directly to the
appropriate taxing authorities.
The agreements between the Company and AMC were developed in the context of
a related party relationship and, therefore, may not necessarily reflect the
same business terms as might have been obtained in arm's length negotiations
between independent parties.
NOTE 4. COMPREHENSIVE INCOME
In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 130, "Reporting
Comprehensive Income," which is effective for annual periods beginning after
December 15, 1997. This statement defines comprehensive income as the total of
all components of comprehensive income, including net income and other
comprehensive income. The term 'other comprehensive income' refers to revenues,
expenses, gains and losses that under generally accepted accounting principles
are included in comprehensive income but excluded from net income. Other
comprehensive income items are classified separately into foreign currency
items, minimum pension liability adjustments, and unrealized gains and losses on
certain investments in debt and equity securities. All components of
comprehensive income shall be reported in the financial statements in the period
in which they are recognized; however, if there are no items of other
comprehensive income in any period presented, then comprehensive income is not
required to be reported for that period. The adoption of SFAS No. 130 did not
have any material impact on the Company's financial statements. During the three
months and six months ended June 30, 1998 and 1997, there were no items of other
comprehensive income recognized.
11
<PAGE> 12
LONG BEACH FINANCIAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1998
(UNAUDITED)
NOTE 5. EARNINGS PER SHARE
The Company did not have any independent operations through the date of the
Reorganization, and all rights, benefits and obligations relating to the net
earnings of the Wholesale Division up to the date of the Reorganization remained
with AMC. Additionally, only one share of LBFC's common stock was issued and
outstanding until the Reorganization and no shares were issued or outstanding at
any time prior to 1997. Earnings per share ("EPS") data for 1997 was prepared
under the assumption that 25,000,000 shares of the Company's common stock were
issued and outstanding as of January 1, 1997 through June 30, 1997, and by using
common stock equivalents for all stock options issued by the Company from the
Reorganization through June 30, 1997.
A reconciliation of the numerators and denominators used in basic and
diluted EPS computations for the periods indicated follows:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED JUNE 30, 1998
-----------------------------------------
EARNINGS SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
----------- ------------- ---------
<S> <C> <C> <C>
Basic EPS:
Earnings available to common stockholders.... $7,408,000 24,236,358 $0.31
=====
Effect of Stock Equivalents:
Options...................................... -- 1,241,721
---------- ----------
Diluted EPS:
Earnings available to common stockholders
plus assumed conversions.................. $7,408,000 25,478,078 $0.29
========== ========== =====
</TABLE>
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED JUNE 30, 1997
-----------------------------------------
EARNINGS SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
----------- ------------- ---------
<S> <C> <C> <C>
Basic EPS:
Earnings available to common stockholders.... $4,872,000 25,000,000 $0.19
=====
Effect of Stock Equivalents:
Options...................................... -- 297,730
---------- ----------
Diluted EPS:
Earnings available to common stockholders
plus assumed conversions.................. $4,872,000 25,297,730 $0.19
========== ========== =====
</TABLE>
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30, 1998
-----------------------------------------
EARNINGS SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
----------- ------------- ---------
<S> <C> <C> <C>
Basic EPS:
Earnings available to common stockholders... $12,818,000 24,366,642 $0.53
=====
Effect of Stock Equivalents:
Options..................................... -- 1,213,358
----------- ----------
Diluted EPS:
Earnings available to common stockholders
plus assumed conversions................. $12,818,000 25,580,000 $0.50
=========== ========== =====
</TABLE>
12
<PAGE> 13
LONG BEACH FINANCIAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1998
(UNAUDITED)
NOTE 5. EARNINGS PER SHARE (CONTINUED)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE 30, 1997
-----------------------------------------
EARNINGS SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
----------- ------------- ---------
<S> <C> <C> <C>
Basic EPS:
Earnings available to common stockholders.... $9,440,000 25,000,000 $0.38
=====
Effect of Stock Equivalents:
Options...................................... -- 149,688
---------- ----------
Diluted EPS:
Earnings available to common stockholders
plus assumed conversions.................. $9,440,000 25,149,688 $0.38
========== ========== =====
</TABLE>
NOTE 6. NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, which is effective for annual periods
beginning after June 15, 1999. This statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. The
adoption of this standard is not expected to have a material effect on the
Company's financial condition, results of operations and cash flows.
13
<PAGE> 14
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION,
RESULTS OF OPERATIONS, LIQUIDITY AND CAPITAL RESOURCES
ITEM 2. OVERVIEW
Management's discussion and analysis of financial condition, results of
operations, liquidity and capital resources contained within this report on Form
10-Q is more clearly understood when read in conjunction with the Notes to the
Consolidated Financial Statements. The Notes to the Consolidated Financial
Statements define certain terms that are used throughout this discussion and
provide information on the Company and the basis of presentation used in this
report on Form 10-Q.
The Company is a specialty finance company engaged in the business of
originating, purchasing and selling subprime residential mortgage loans secured
by one- to four-unit family residences. The Company's core borrower base
consists of individuals who do not qualify as traditional "A" credit borrowers
because their credit history, debt to income ratio or other factors do not
conform to standard agency lending criteria. The Company's primary loan
origination channel is through independent mortgage brokers and, to a lesser
extent, it purchases loans from mortgage companies and commercial banks.
Substantially all of the Company's loan originations and purchases are sold in
the secondary market through loan sales in which the Company disposes of its
economic interest in the loans for cash, except for the related servicing
rights, which it may retain. There may be some instances when all servicing
rights are sold. As a result of this overall strategy, the Company's revenue is
primarily generated though cash loan sales, rather than non-cash revenue
attributable to residual interests in future payments on the loans, as is the
case with some securitization structured transactions that require the retention
of a residual economic interest.
Prior to May 1997, the Company operated as the Wholesale Division of a
company now known as Ameriquest Mortgage Company ("AMC"). In May of 1997, AMC
reorganized (the "Reorganization") its business operations by transferring
certain assets, liabilities and personnel relating to the Company in exchange
for shares of common stock. Immediately after the Reorganization, the initial
public offering of the Company's common stock was completed. The Reorganization
has been accounted for in a manner similar to a pooling of interests and
therefore, the historical cost basis of the assets and liabilities transferred
to the Company was carried over from AMC.
The Company's operations for the three months and six months ended June 30,
1997 have two components:
1. Operations as a division of AMC for the period January 1, 1997
through May 1, 1997; and
2. Operations as an independent company for the period May 2, 1997
through June 30, 1997.
Because the Reorganization was accounted for in a manner similar to a
pooling of interests, the information contained within this report presents the
combined results of operations for the three months and six months ended June
30, 1997 and the combined cash flows for the six months ended June 30, 1997. All
of the benefits, rights and obligations relating to the operations and net
earnings of the Wholesale Division of AMC, up to the date of the Reorganization,
remained with AMC.
The financial statements of the Company, up to the date of the
Reorganization, have been prepared in part from records maintained by AMC. The
historical financial statements of the Company, up to the date of the
Reorganization, may not necessarily be indicative of the conditions that would
have existed if the Company had operated as an independent entity. The financial
statements, up to the date of the Reorganization, reflect key assumptions
regarding the allocation of certain revenue and expense items and certain
balance sheet accounts, many of which could be material. In particular, in cases
involving assets, liabilities, revenues and expenses not specifically
identifiable to any particular division of AMC, certain allocations were made to
reflect the operations of the Company. These allocations were based on a variety
of factors which management believes provide a reliable basis for the financial
statements.
The primary components of the Company's revenues are gain on sales of loans
and net interest income. Gain on sales of loans consists of: (i) the excess of
the cash selling price over the outstanding principal balance
14
<PAGE> 15
of the loan (the "Gross Cash Premium"), plus (ii) capitalized mortgage servicing
rights, minus (iii) the fees and other compensation paid to independent mortgage
brokers, minus (iv) purchase premiums paid to correspondent lenders, and plus
(v) points and fees received from the borrower, offset by incremental direct
loan origination costs. The Gross Cash Premium combined with the capitalized
mortgage servicing rights represents the "Gross Sales Premium." Gross Cash
Premiums are affected by market conditions, loan type, credit quality, interest
rate and other factors as negotiated between the Company and independent
purchasers. The recorded net gain on sale of loans is the "Net Premium" realized
for that period. All such components of gain on sales of loans are normally
expressed as a percentage of loans sold.
Net interest income represents the difference between the interest that is
earned on loans and other interest earning assets over the interest that is paid
under the revolving warehouse credit facility. Net interest income can be
affected by the volatility of interest rates, the level of interest earned on
interest earning assets, the cost of interest on the revolving warehouse credit
facility, the average amount of interest earning assets outstanding, and the
average amount of borrowings outstanding. The Company has adopted an investment
policy which limits its investment activities outside the Company's normal
business line to high-quality, short-term investments.
Expenses include general and administrative expenses, provisions for
losses, sub-servicing costs and income tax expense. Prior to the Reorganization,
certain expenses, not specifically identifiable to any particular division of
AMC, were allocated to AMC's various divisions, including the Wholesale
Division. These allocations were prepared by AMC and, according to AMC, were
based on a variety of factors which took into consideration loan origination
volume, employee headcount, and historical ratios of direct expenses incurred by
the divisions to total direct expenses. No assurance can be provided that future
expenses incurred by the Company, as an independent entity, will be comparable
to the historical levels allocated by AMC to the Wholesale Division.
The following table presents the Company's loan originations and purchases
and loan sales for the periods indicated (dollars in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- ----------------------
1998 1997 1998 1997
-------- -------- ---------- --------
<S> <C> <C> <C> <C>
Loan originations and purchases:
Broker-sourced.............................. $566,185 $356,239 $1,006,725 $664,062
Correspondent............................... 69,563 28,949 110,910 47,285
Retail-sourced.............................. 15,943 -- 25,114 --
-------- -------- ---------- --------
Total loan originations and purchases....... $651,691 $385,188 $1,142,749 $711,347
======== ======== ========== ========
Loan sales.................................... $646,275 $369,243 $1,128,719 $688,687
</TABLE>
The Company's primary channel of loan production is through its
relationship with a network of approved independent mortgage brokers. The
Company has established a sales force ("Account Executives") to serve as the
principal contact between the Company and the independent mortgage brokers.
Financing USA, the Company's retail division, offers loan products directly to
borrowers, which are identical to those offered to independent brokers. These
products are marketed through direct mail, telemarketing and media advertising.
The Company offers a variety of loan programs and products, however,
substantially all loans originated by the Company are secured by first-lien
mortgages on residential properties consisting of one- to four-unit family
residences.
15
<PAGE> 16
The following table presents the Company's loan production for the periods
indicated (dollars in thousands):
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------- ----------------------
1998 1997 1998 1997
-------- -------- ---------- --------
<S> <C> <C> <C> <C>
Fixed rate loans...................... $161,748 $112,406 $ 266,322 $203,959
Fixed/adjustable rate loans........... 376,056 155,207 650,714 248,149
Six-month adjustable rate loans....... 113,887 117,575 225,713 259,239
-------- -------- ---------- --------
Total loan production....... $651,691 $385,188 $1,142,749 $711,347
======== ======== ========== ========
</TABLE>
During the second quarter of 1998, approximately $407.1 million or 62.5% of
the Company's loan production was made for the purpose of providing funds for
refinancing, and for $287.8 million of these refinancings, the respective
borrowers received cash to pay-off other debts. The average loan-to-value ratio
on loans originated and purchased during the second quarter of 1998 was 76.0%.
The Company's geographic markets are divided into various regions. Once the
Company determines that the level of current and projected business from a
region warrants creation of a local presence, the Company establishes a Regional
Processing Center in or near the region. During the first half of 1998, the
Company opened additional Centers in Denver, Colorado and Dallas, Texas. At June
30, 1998, the Company had nine Regional Processing Centers serving its eighteen
regional teams.
The following table presents loan production by state for the five highest
states and all others for the periods indicated:
<TABLE>
<CAPTION>
SIX MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 1998 JUNE 30, 1997
----------------------- ---------------------
% TO % TO
STATE(A) AMOUNT TOTAL AMOUNT TOTAL
-------- -------------- ----- ------------ -----
<S> <C> <C> <C> <C>
California......................... $ 390,759,000 34.2% $252,326,000 35.5%
Colorado........................... 83,257,000 7.3% 61,932,000 8.7%
Michigan........................... 65,258,000 5.7% 39,870,000 5.6%
Florida............................ 55,861,000 4.9% 35,376,000 5.0%
Texas.............................. 53,667,000 4.7% 28,957,000 4.1%
All Others......................... 493,947,000 43.2% 292,886,000 41.1%
-------------- ----- ------------ -----
$1,142,749,000 100.0% $711,347,000 100.0%
============== ===== ============ =====
</TABLE>
- ---------------
(a) States are listed in order of percentage of loan originations and purchases
for the six months ended June 30, 1998.
The Company follows the practice of entering into forward commitments to
sell its production. These forward commitments are typically made for the next
30 to 150 days of production. Prior to entering into a forward commitment, the
Company evaluates prospective purchasers in order to assess their ability to
fulfill the terms of the agreement. In the event that the volume of loans
produced or the coupon rate or margin of the loans originated and delivered to
the purchaser are materially different from the terms of the forward commitment,
the sales price of the loans will be adjusted accordingly, or in the event of a
volume shortfall, the Company may be required to pay the purchaser a pair-off
fee.
Loan sales are made to institutional purchasers on a non-recourse basis
pursuant to a purchase agreement containing customary representations and
warranties regarding underwriting criteria and the origination process. The
Company has not retained residual economic interests in the loans that it sells
other than servicing rights. In addition, in the event of a breach of a
representation or a warranty, the Company may be required to repurchase or
substitute a new loan. The Company may also be required to repurchase or
substitute a loan if the borrower defaults on the first payment due after the
loan is funded or if the loan documentation contains fraudulent
misrepresentations made by the borrower. Such repurchase or substitution may
result in the Company recording a reduction in the gain on sale that it
previously recognized and/or a
16
<PAGE> 17
loss. The Company realizes that such repurchases are inherent in its operations
and that the Company may realize a reduction in the previously recognized gain
on sale or sustain a loss from such repurchases. The Company provides allowances
for losses in anticipation of such events that arise in connection with
originating loans and subsequently selling them to investors.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1997
The Company achieved record earnings for the three and six months ended
June 30, 1998 as a result of selling its increased loan originations and
purchases in both existing and new markets. During the three months ended June
30, 1998, net earnings increased by $2.5 million or 52.1% to $7.4 million in
1998 from $4.9 million during the same period in 1997. During the six months
ended June 30, 1998, net earnings increased by $3.4 million or 35.8% to $12.8
million in 1998 from $9.4 million during the same period in 1997.
The primary factors that led to the improvement in net earnings recorded
during the three and six months ended June 30, 1998 as compared to the same
periods in 1997 include:
- Increased loan production. Loan production increased by $266.5 million or
69.2% to $651.7 million during the three months ended June 30, 1998 as
compared to the same period of 1997. During the six months ended June 30,
1998, loan production increased by $431.4 million or 60.6% to $1,142.7
million as compared to the same period of 1997.
- Increased loan sales. Loans sold during the three months ended June 30,
1998 totaled $646.3 million, an increase of $277.0 million or 75.0% over
the same period of 1997. During the six months ended June 30, 1998, loan
sales totaled $1,128.7 million, an increase of $440.0 million or 63.9%
over loan sales of $688.7 million for the same period of 1997.
Revenues. The following table sets forth the components of the Company's
revenues for the periods indicated:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
-------------------- ------------------
1998 1997 1998 1997
-------- -------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Gain on sale of loans....................... $31,630 $19,941 $55,555 $37,179
Loan servicing and other fees, net.......... 806 18 1,372 18
Net interest income......................... 1,666 145 3,036 617
------- ------- ------- -------
Total revenues.................... $34,102 $20,104 $59,963 $37,814
======= ======= ======= =======
</TABLE>
Total revenues during the three months ended June 30, 1998, increased by
$14.0 million or 69.6%, compared to same period in 1997, primarily as a result
of an increase in gain on sales of loans of $11.7 million or 58.6% during the
same comparative periods. The primary factor contributing to this increase was
an increase in loan sales of 75.0% to $646.3 million during the three months
ended June 30, 1998, as compared to the same period in 1997. Such increase was
partially offset by a decrease in Net Premiums on the sale of loans to 4.89%
during the three months ended June 30, 1998, from 5.40% during the same period
in 1997.
During the six months ended June 30, 1998, total revenues increased by
$22.1 million or 58.6%, compared to same period in 1997, primarily as a result
of an increase in gain on sales of loans of $18.4 million or 49.4% during the
same comparative periods. The primary factor contributing to this increase was
an increase in loan sales of 63.9% to $1,128.7 million during the six months
ended June 30, 1998, as compared to the same period in 1997. Such increase was
partially offset by a decrease in the Net Premiums on the sale of loans to 4.92%
during the six months ended June 30,1998, from 5.40% during the same period in
1997.
The increase in loan sales resulted from an increase in loan originations
and purchases to $651.7 million during the three months ended June 30, 1998,
from $385.2 million during the same period in 1997, and $1,142.7 million during
the six months ended June 30, 1998, from $711.3 million during the same period
in 1997. This trend reflects the Company's continued growth of its
broker-sourced business through penetration in existing markets and expansion
into new geographic markets. During the six months ended June 30, 1998,
17
<PAGE> 18
the Company originated loans in 50 states and districts compared to 47 states
and districts during the same period in 1997. Additionally, the Company expanded
its sales force to 274 at June 30, 1998, an increase of 54.8% over the level at
June 30, 1997.
Net Premiums on the sale of loans decreased to 4.89% during the second
quarter of 1998, as compared to 5.40% during the same period in 1997. For the
six months ended June 30, 1998, Net Premiums on the sale of loans decreased to
4.92% as compared to 5.40% during the same period in 1997. Such decreases are
the result of lower Gross Sales Premiums, higher fees paid to brokers, and a
larger volume of correspondent business. Gross Sales Premiums during the second
quarter of 1998 totaled 6.13%, compared to 6.43% during the same period in 1997.
During the six months ended June 30, 1998, Gross Sales Premiums totaled 6.16%
compared to 6.40% during the same period in 1997. Fees paid to brokers and
correspondents totaled 1.44% during the second quarter of 1998, compared to
1.22% during the same period in 1997. During the six months ended June 30, 1998,
fees paid to brokers and correspondents totaled 1.43% compared to 1.20% during
the same period in 1997. Gross Cash Premiums negotiated on loans sold increased
to 6.15% during the second quarter of 1998, from 5.88% during the same period in
1997. During the six months ended June 30, 1998, Gross Cash Premiums negotiated
on loans sold increased to 6.10% compared to 5.67% during the same period in
1997. Such increases in Gross Cash Premiums are the result of a substantial
amount of the Company's loan sales being made on a servicing released basis
during both the first and second quarters of 1998.
The Company has entered into a forward commitment to sell its anticipated
loan production through August 1998 on a service-released basis. The Gross Cash
Premium that the Company will realize from this commitment is dependent upon the
type, quality, interest rate, and other terms of the loans originated and
purchased and subsequently delivered to the purchaser.
Loan servicing and other fees totaled $806,000 during the three months
ended June 30, 1998, net of amortization of mortgage servicing rights totaling
$271,000. During the six months ended June 30, 1998, loan servicing and other
fees totaled $1.4 million, net of amortization of mortgage servicing rights
totaling $468,000. The Company generally earns an annual 50 basis points on the
outstanding principal balance of each loan it services, and retains the right to
receive late fees and other charges in connection with the servicing of such
loans. At June 30, 1998, the outstanding balance of the servicing portfolio
totaled $1,232.4 million, including certain loans serviced on an interim basis
until servicing is transferred to the purchasing investor. Prior to the
Reorganization, all related loan servicing revenues were recognized by an
affiliated division of AMC.
Net interest income totaled $1.7 million during the second quarter of 1998,
an increase of $1.5 million compared to the same period in 1997. During the six
months ended June 30, 1998, net interest income totaled $3.0 million, an
increase of $2.4 million compared to the same period in 1997. Such increases
resulted from a higher level of loans held for sale during the period, partially
offset by a higher level of advances under the revolving warehouse financing
facility, coupled with investment returns from the Company's short-term
investment securities. Subsequent to the Reorganization, the Company began
utilizing its excess liquidity to fund a portion of its loan originations. This
strategy resulted in higher levels of return on its excess liquidity and allowed
the Company the flexibility to transfer such loans to its warehouse line on a
same-day basis.
18
<PAGE> 19
Expenses. The following table sets forth the components of the Company's
expenses for the periods indicated:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
-------------------- ------------------
1998 1997 1998 1997
-------- -------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Compensation expense........................ $13,325 $ 6,803 $23,697 $12,984
Premises and equipment expenses............. 2,990 846 5,169 1,605
Other general and administrative expenses... 2,868 1,322 4,808 2,337
------- ------- ------- -------
Total direct expenses....................... 19,183 8,971 33,674 16,926
Allocated expenses from AMC................. -- 610 -- 2,294
------- ------- ------- -------
Total general and administrative expenses... 19,183 9,581 33,674 19,220
Provision for losses........................ 1,000 2,490 2,400 2,928
Sub-servicing costs......................... 1,138 46 1,784 46
------- ------- ------- -------
Total expenses......................... $21,321 $12,117 $37,858 $22,194
======= ======= ======= =======
</TABLE>
Compensation expense increased by 95.9% during the second quarter of 1998,
compared to the same period in 1997. During the six months ended June 30, 1998,
compensation expense increased by 82.5% compared to the same period in 1997. The
primary reason for such increase is growth in the number of employees resulting
from the Company's expansion of its loan production capabilities. The number of
employees totaled 683 at June 30, 1998, up from 442 at June 30, 1997. The
increase in compensation expense is also attributable to increases in
commissions paid to production employees. Both the growth in the number of
employees and the increased commissions are primarily related to increased loan
production during the three and six months ended June 30, 1998, compared to the
same periods in 1997. The total dollar amount of general and administrative
expenses increased during the three and six months ended June 30, 1998, compared
to the same periods in 1997. Additionally, the percentage of total general and
administrative expense to loan production increased to 2.94% and 2.95%, during
the three and six months ended June 30, 1998, respectively, compared to 2.49%
and 2.70%, during the three and six months ended June 30, 1997, respectively.
These increases were primarily due to an expanded corporate infrastructure to
accommodate the disengagement of certain service contracts and the Company's
investment in its new retail origination channel, Financing USA.
Premises and equipment expenses increased by 253.4% during the second
quarter of 1998, compared to the same period in 1997. During the six months
ended June 30, 1998, premises and equipment expenses increased by 222.1%
compared to the same period in 1997. Such increases reflect an increase in
occupancy costs related to growth in personnel forces to support the increased
loan production, internalizing data center functions previously outsourced, as
well as an increase in headquarters space to support the Company as an
independent entity since the Reorganization.
Other general and administrative expenses increased by 116.9% during the
second quarter of 1998, compared to the same period in 1997. During the six
months ended June 30, 1998, other general and administrative expenses increased
by 105.7% compared to the same period in 1997. The increase in other general and
administrative expenses is primarily the result of increased infrastructure and
costs incurred in support of the Company's loan production.
Prior to the Reorganization, the Wholesale Division received an allocation
of expenses from AMC, as detailed in Note 1 to the Company's Consolidated
Financial Statements. Following the Reorganization, such allocations ceased when
the Company began its operations as an independent entity. During the three and
six months ended June 30, 1997, such allocated expenses from AMC totaled
$610,000 and $2.3 million.
Provision for losses decreased to $1.0 million for the three months ended
June 30, 1998, as compared to $2.5 million in 1997. During the six months ended
June 30, 1998, provision for losses decreased to $2.4 million compared to $2.9
million for the same period in 1997. Prior to the Reorganization, AMC allocated
$2.4 million of provision for losses to the Wholesale Division. This allocation
related to losses sustained by the
19
<PAGE> 20
Wholesale Division during April 1997 from the repurchase and sale of certain
loans which were originated by the Wholesale Division in previous years. The
provision recorded during 1998 represents estimated losses from breaches of
representations and warranties, first payment defaults, and other factors. Also
included are estimated losses for "pair-off fees" paid to loan purchasers in the
event the Company delivers less than the full principal balance of loans
required under a purchase commitment with a purchaser.
As more fully discussed in Note 3 to the Company's Consolidated Financial
Statements, since the Reorganization, the Company has entered into an agreement
with AMC pursuant to which AMC agreed to sub-service mortgage loans originated
or purchased by the Company after the Reorganization. The Company has agreed to
pay AMC a 45 basis point annual servicing fee on the outstanding principal
balance of each loan sub-serviced. Such sub-servicing costs for the three and
six months ended June 30, 1998 totaled $1.1 million and $1.8 million,
respectively, compared to $46,000 for both the three and six months ended June
30, 1997.
Income Taxes. The effective income tax rate for the three months ended June
30, 1998 was 42.0%, as compared to 39.0% for the same period in 1997. For the
six months ended June 30, 1998, the effective income tax rate was 42.0%, as
compared to 39.6% for the same period in 1997. Prior to the Reorganization, the
Wholesale Division was not a separate legal entity for tax purposes. Because the
Wholesale Division was part of AMC until the Reorganization, AMC is responsible
for payment of federal and state income taxes attributable to income earned by
the Wholesale Division of AMC prior to the Reorganization.
FINANCIAL CONDITION
A substantial portion of the Company's cash and cash equivalents are
maintained in an account with its warehouse lender. The Company earns interest
on these funds at a yield that approximates the 30 day reserve adjusted London
Inter-Bank Offered Rate ("LIBOR"). At June 30, 1998, cash and cash equivalents
included $19.5 million in funds which were borrowed from its warehouse lender
for the funding of loans. Such advances were not needed and were repaid to the
warehouse lender the following business day.
As discussed in more detail in Liquidity and Capital Resources, the
Company's investment securities consists of high-quality, short-term securities.
At June 30, 1998, the largest component of the Company's investment securities
consisted of a money market mutual fund, which limits it holdings to government
securities. These securities are available for sale, and their market value
approximated their historical cost basis at June 30, 1998.
Loans held for sale increased by $10.7 million as of June 30, 1998, as
compared to December 31, 1997, reflecting the continuing increase in loan
origination activity from month to month, partially offset by an increase in the
receivable from the sale of loans. Loans held for sale are valued at the lower
of their historical cost basis or market value, determined on an aggregate
basis.
Receivable from the sales of loans represents the proceeds from the sales
of loans that have not been received by the Company from the purchaser. At June
30, 1998, receivable from the sales of loans totaled $159.7 million compared to
$143.1 million at December 31, 1997. Such balances normally are collected within
a 30-day period from month-end. As of July 31, 1998, all proceeds related to the
receivable from the sales of loans at June 30, 1998 had been collected.
At June 30, 1998, the Company had recorded $3.2 million of capitalized
servicing rights, net of amortization which totaled $468,000 during the six
months ended June 30, 1998. The Company, in its capacity as a master servicer,
has contracted with a sub-servicer, AMC, to provide loan servicing in exchange
for an annual fee of 45 basis points on the outstanding principal balance of
each loan sub- serviced. When the Company sells its loans, it typically retains
approximately 50 basis points of servicing. Additionally, the Company generally
retains the right to receive late fees and other charges in connection with the
servicing of the loans. The Company anticipates that it will develop an internal
capacity to service its loans in the future. Its current arrangement with AMC
may be terminated at any time after November 2, 1998, upon six months prior
written notice or in the event AMC defaults on its obligation as a sub-servicer.
Capitalized servicing rights are subject to downward valuation in the event that
the market value of the servicing is lower than the recorded amounts, which
typically occurs when the related loans have higher ratios of loss (charge-offs)
20
<PAGE> 21
and/or rates of prepayment than had been predicted at the time of sale. Prior to
the Reorganization, immediately after sale of the loans, the Company transferred
the related servicing rights to an affiliated division of AMC at their carrying
value.
Warehouse financing facility increased $25.2 million over the 1997 year-end
level as a result of an increase in the receivable from the sales of loans over
the same comparative period. As a percentage of total capitalization, warehouse
financing facility reflects an increase, to 64% at June 30, 1998 compared to 62%
at December 31, 1997. Stockholders' equity increased $6.1 million over December
31, 1997, reflecting profitable operating results for the six months ended June
30, 1998, partially offset by treasury stock purchases of $6.8 million during
the six months ended June 30, 1998.
LIQUIDITY AND CAPITAL RESOURCES
The Company had $44.3 million in cash and cash equivalents at June 30, 1998
reflecting continued positive cash flows generated since the Reorganization.
Prior to the Reorganization, all cash generated by the Wholesale Division of AMC
was collected by AMC, and as such, cash and cash equivalents for the Company at
any point prior to the Reorganization reflects a zero balance. Nonetheless, the
Company has historically generated positive cash flow. Sources of cash flow
include loan sales, net interest income and borrowings. Uses of cash include the
funding of loan originations and purchases, repayment of borrowings and related
interest expenses, operating and administrative expenses, income taxes and
capital expenditures.
The Company funds its operations through its cash reserves, loan sales, net
earnings and a revolving warehouse credit facility under which it borrows money
to finance the origination and purchase of loans. Additionally, the Company may
utilize cash reserves to fund loan production in order to maximize the return on
excess liquidity. The Company repays borrowings with the proceeds from loan
sales. During the three months ended June 30, 1998 and 1997, the Company used
cash in the amount of $651.7 million and $385.2 million, respectively, for new
loan originations and purchases. During the same periods, the Company received
cash proceeds from the sale of loans of $646.3 million and $369.2 million,
respectively, representing the principal balance of loans sold. The Company
received cash proceeds from the premiums on such loans sales of $37.8 million
and $20.9 million, respectively, for the three months ended June 30, 1998 and
1997. During the six months ended June 30, 1998 and 1997, the Company used cash
in the amount of $1,142.7 million and $711.3 million, respectively, for new loan
originations and purchases. During the same periods, the Company received cash
proceeds from the sale of loans of $1,128.7 million and $688.7 million,
respectively, representing the principal balance of loans sold. The Company
received cash proceeds from the premiums on such loans sales of $65.8 million
and $37.7 million, respectively, for the six months ended June 30, 1998 and
1997.
Prior to the Reorganization, the Wholesale Division funded loans by
borrowing under AMC's revolving warehouse credit facility. The Company now
primarily funds its loans with a $300 million revolving warehouse credit
facility provided by a syndicate of Banks led by Chase Bank of Texas. The
Company was in compliance with all covenants surrounding its warehouse financing
at June 30, 1998. The weighted-average interest rate on the warehouse line was
6.96% at June 30, 1998.
The Company has adopted an investment program for available liquidity. The
objectives of this program are to preserve the capital of the Company while
maintaining flexibility for strategic opportunities. The Company's investment
strategy seeks to maximize returns within the policy's objectives. The weighted-
average yield on the Company's investment portfolio at June 30, 1998 was 5.38%.
The Company has the ability to utilize available liquidity to repurchase
shares of its stock on the open market. Pursuant to a stock repurchase plan
adopted by the Board of Directors in October 1997, the Company is authorized to
repurchase up to 2.5 million shares of the Company's common stock through the
end of September 1999. During the six months ended June 30, 1998, the Company
used $6.8 million of available liquidity to purchase an additional 600,682
shares of its common stock. The Company has repurchased 900,682 shares since the
plan's inception.
21
<PAGE> 22
The Company's desire to retain flexibility, with respect to available
liquidity, is due, in part, to certain of the Company's strategic plans for the
future. The Company is evaluating various strategies for expanding the retail
loan production operation as well as developing a loan servicing operation. The
development of an internal computer data center was completed in February 1998.
Additionally, the Company opened two new regional processing centers in Denver,
Colorado and Dallas, Texas during the first half of 1998. The Company's
operating plan calls for two additional centers to be opened during the second
half of 1998. Each of these strategies will require capital investment.
The Company is aware of ensuing issues involving the upcoming date change
from December 31, 1999 to January 1, 2000 ("Year 2000") and the effect of such
change on the Company's information systems. In order to identify and minimize
any impact that Year 2000 may have on the Company, a task force was established
to evaluate operational activities that could be affected by such date change.
As part of the evaluation, both internal and external systems were identified as
critical to the Company's operations. The task force has developed a detailed
operational plan to resolve any issues and risks identified in the initial
examination. The Company has estimated that the primary issues surrounding Year
2000 will be resolved by the end of 1998. The Company does not believe that the
cost of addressing the issues associated with becoming Year 2000 compliant will
have a material impact on the results of operations or financial condition.
The Company believes that sufficient cash from operations and borrowings
will be generated to fund operations. However, the Company's ability to continue
to originate and purchase loans is dependent in large part upon its ability to
sell the loans at a premium in order to generate cash proceeds to repay
borrowings under the warehouse financing facility, thereby creating borrowing
capacity to fund new originations and purchases. The value of and market for the
Company's loans are dependent upon a number of factors, including the
loan-to-value ratios and interest rates on the loans, general economic
conditions, interest rates and governmental regulations. Adverse changes in such
factors may affect the Company's ability to sell loans for acceptable prices
within a reasonable period of time. A prolonged, substantial reduction in the
size of the secondary market for loans of the type originated or purchased by
the Company may adversely affect the Company's ability to sell loans in the
secondary market with a consequent adverse impact on the Company's results of
operations, financial condition and ability to fund future originations and
purchases.
Certain disclosures made by the Company in this report and in other reports
and statements released by the Company, including the Company's recent filing on
Form 10-K as of and for the period ended December 31, 1997, are and will be
forward-looking in nature, such as comments which express the Company's opinion
about trends and factors which may impact future operating results. Disclosures
which use words such as the Company "believes," "anticipates," "expects" and
similar expressions are intended to identify forward-looking statements. Such
statements are subject to certain risks and uncertainties which could cause
actual results to differ materially from expectations. Any forward-looking
statements, whether made in this report or elsewhere, should be considered in
context with the various disclosures made by the Company about its business.
ACCOUNTING CONSIDERATIONS
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, which is effective
for annual periods beginning after June 15, 1999. This statement establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities.
The adoption of this standard is not expected to have a material effect on the
Company's financial condition, results of operations and cash flows.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
22
<PAGE> 23
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable.
ITEM 2. CHANGES IN SECURITIES
Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
The Annual Meeting of Stockholders was held on May 26, 1998 for the purpose
of re-electing two directors of the Company to serve for three-year terms and to
approve an amendment to the Company's 1997 Stock Incentive Plan providing for a
1,250,000 share increase to the aggregate number of shares of the Company's
Common Stock reserved for issuance under the plan. The results of the voting for
each matter are tabulated as follows:
<TABLE>
<CAPTION>
MATTER FOR AGAINST ABSTAIN
------ ---------- --------- -------
<S> <C> <C> <C>
1. Re-election of Directors:
Edward Resendez...................... 17,232,292 -- --
Richard A. Kraemer................... 17,231,791 -- --
2. Stock Incentive Plan.................... 6,036,706 9,888,680 19,500
</TABLE>
ITEM 5. OTHER INFORMATION
Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
*3.1 Amended and Restated Certificate of Incorporation of Long
Beach Financial Corporation
*3.2 Bylaws of Long Beach Financial Corporation
*4.1 Specimen of the Common Stock of Long Beach Financial
Corporation
*10.1 Administrative Services Agreement among Long Beach Mortgage
Company, Long Beach Financial Corporation and Ameriquest
Mortgage Corporation
*10.2 Form of Master Sub-Servicing Agreement, between Long Beach
Mortgage Company and Ameriquest Mortgage Corporation
*10.3 4/97 Senior Secured Credit Agreement, among Ameriquest
Mortgage Corporation and Texas Commerce Bank National
Association, as Lender and Agent
*10.4 Form of Director/Officer Indemnification Agreement
*10.5 Contribution Agreement, between Ameriquest Capital
Corporation, Long Beach Mortgage Company, Long Beach
Financial Corporation and Ameriquest Mortgage Corporation
*10.6 1997 Stock Incentive Plan
*10.7 Employment Agreement, between Long Beach Financial
Corporation, Ameriquest Mortgage Corporation and M. Jack
Mayesh
</TABLE>
23
<PAGE> 24
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
*10.8 Employment Agreement, between Long Beach Financial
Corporation, Ameriquest Mortgage Corporation and Edward
Resendez
*10.9 Employment Agreement, between Long Beach Financial
Corporation, Ameriquest Mortgage Corporation and Frank J.
Curry
*10.10 Employment Agreement, between Long Beach Financial
Corporation, Ameriquest Mortgage Corporation and James H.
Leonetti
*10.11 Employment Agreement, between Long Beach Financial
Corporation, Ameriquest Mortgage Corporation and James J.
Sullivan
*10.12 Department of Justice Settlement Agreement
*10.13 Employment Agreement, between Long Beach Financial
Corporation, Long Beach Mortgage Company and William K.
Komperda
*10.14 Form of Amendment to Employment Agreement, among Long Beach
Financial Corporation, Long Beach Mortgage Company and each
of M. Jack Mayesh, Edward Resendez, Frank J. Curry, James H.
Leonetti, and James J. Sullivan
*10.15 4/98 Amended and Restated Senior Secured Credit Agreement,
among Long Beach Mortgage Company and Chase Bank of Texas,
as Lender and Agent
27 Financial Data Schedule
</TABLE>
- ---------------
* Previously filed.
(b) REPORTS ON FORM 8-K
None.
24
<PAGE> 25
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on behalf of the undersigned
thereunto duly authorized, in the City of Orange, State of California.
LONG BEACH FINANCIAL CORPORATION
(Registrant)
<TABLE>
<S> <C>
By: August 11, 1998
-------------------------------------------------------
-----------------
M. Jack Mayesh Date
Chairman and Chief Executive Officer
August 11, 1998
-------------------------------------------------------
-----------------
James H. Leonetti Date
Senior Vice President and Chief Financial Officer
</TABLE>
25
<PAGE> 26
EXHIBITS INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ----------- ------------
<C> <S> <C>
*3.1 Amended and Restated Certificate of Incorporation of Long
Beach Financial Corporation.................................
*3.2 Bylaws of Long Beach Financial Corporation..................
*4.1 Specimen of the Common Stock of Long Beach Financial
Corporation
*10.1 Administrative Services Agreement among Long Beach Mortgage
Company, Long Beach Financial Corporation and Ameriquest
Mortgage Corporation........................................
*10.2 Form of Master Sub-Servicing Agreement, between Long Beach
Mortgage Company and Ameriquest Mortgage Corporation........
*10.3 4/97 Senior Secured Credit Agreement, among Ameriquest
Mortgage Corporation and Texas Commerce Bank National
Association, as Lender and Agent............................
*10.4 Form of Director/Officer Indemnification Agreement..........
*10.5 Contribution Agreement, between Ameriquest Capital
Corporation, Long Beach Mortgage Company, Long Beach
Financial Corporation and Ameriquest Mortgage Corporation...
*10.6 1997 Stock Incentive Plan...................................
*10.7 Employment Agreement, between Long Beach Financial
Corporation, Ameriquest Mortgage Corporation and M. Jack
Mayesh......................................................
*10.8 Employment Agreement, between Long Beach Financial
Corporation, Ameriquest Mortgage Corporation and Edward
Resendez....................................................
*10.9 Employment Agreement, between Long Beach Financial
Corporation, Ameriquest Mortgage Corporation and Frank J.
Curry.......................................................
*10.10 Employment Agreement, between Long Beach Financial
Corporation, Ameriquest Mortgage Corporation and James H.
Leonetti....................................................
*10.11 Employment Agreement, between Long Beach Financial
Corporation, Ameriquest Mortgage Corporation and James J.
Sullivan....................................................
*10.12 Department of Justice Settlement Agreement..................
*10.13 Employment Agreement, between Long Beach Financial
Corporation, Long Beach Mortgage Company and William K.
Komperda....................................................
*10.14 Form of Amendment to Employment Agreement, among Long Beach
Financial Corporation, Long Beach Mortgage Company and each
of M. Jack Mayesh, Edward Resendez, Frank J. Curry, James H.
Leonetti, and James J. Sullivan.............................
*10.15 4/98 Amended and Restated Senior Secured Credit Agreement
among Long Beach Mortgage Company and Chase Bank of Texas,
as Lender and Agent.........................................
27 Financial Data Schedule.....................................
</TABLE>
- ---------------
* Previously filed.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 44,338
<SECURITIES> 1,011
<RECEIVABLES> 187,612
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 5,968
<DEPRECIATION> 1,364
<TOTAL-ASSETS> 280,808
<CURRENT-LIABILITIES> 0
<BONDS> 171,519
0
0
<COMMON> 25
<OTHER-SE> 96,783
<TOTAL-LIABILITY-AND-EQUITY> 280,808
<SALES> 0
<TOTAL-REVENUES> 66,226
<CGS> 0
<TOTAL-COSTS> 35,458
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 2,400
<INTEREST-EXPENSE> 6,263
<INCOME-PRETAX> 22,105
<INCOME-TAX> 9,287
<INCOME-CONTINUING> 12,818
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,818
<EPS-PRIMARY> .53
<EPS-DILUTED> .50
</TABLE>
