<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
- ----- Exchange Act of 1934
For the quarterly period ended March 31, 1997 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: 0-16918
AMERICA FIRST FINANCIAL FUND 1987-A LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Delaware 47-0713310
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1004 Farnam Street, Omaha, Nebraska 68102
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(Address of principal executive offices) (Zip Code)
(402) 444-1630
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(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
----- -----
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AMERICA FIRST FINANCIAL FUND 1987-A LIMITED PARTNERSHIP AND SUBSIDIARY
FORM 10-Q
March 31, 1997
TABLE OF CONTENTS
PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
March 31, 1997 and December 31, 1996............................ 1
Consolidated Statements of Operations
For the quarters ended March 31, 1997 and March 31, 1996........ 2
Consolidated Statement of Partners' Capital
For the three months ended March 31, 1997....................... 3
Consolidated Statements of Cash Flows
For the three months ended March 31, 1997 and March 31, 1996.... 4
Notes to Consolidated Financial Statements...................... 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................. 7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................................... 14
Item 6. Exhibits and Reports on Form 8-K................................ 14
SIGNATURES................................................................. 16
<PAGE>
AMERICA FIRST FINANCIAL FUND 1987-A LIMITED PARTNERSHIP AND SUBSIDIARY
PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
- ------------------------------------------------------------------------------------------------
March 31, 1997 December 31, 1996
-------------- -----------------
<S> <C> <C>
Assets
Cash and amounts due from depository institutions ..... $ 22,574 $ 30,827
Federal funds sold .................................... 14,000 20,000
Securities purchased under agreements to resell ....... 8,037 5,300
Mortgage-backed securities, net
Held to maturity ................................... 592,108 630,106
Available-for-sale ................................. 43,007 44,489
Loans receivable, net ................................. 1,427,635 1,403,483
Loans held for sale ................................... 1,404 370
Accrued interest receivable ........................... 12,521 12,217
Premises and equipment, net ........................... 8,688 8,888
Federal Home Loan Bank stock, at cost ................. 22,180 21,827
Real estate held for sale or investment, net .......... 1,328 1,328
Real estate owned, net ................................ 1,996 1,438
Deferred tax assets, net .............................. 22,323 22,643
Other assets .......................................... 5,261 6,135
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Total Assets ....................................... $2,183,062 $2,209,051
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Liabilities and Partners' Capital
Customer deposits ..................................... $1,890,504 $1,840,485
Securities sold under agreements to repurchase ........ -- 44,353
Other borrowings ...................................... 75,181 106,998
Distributions payable ................................. 2,437 2,437
Other liabilities and accrued expenses ................ 15,851 19,583
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Total Liabilities .................................. 1,983,973 2,013,856
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Redeemable Preferred Stock; Series A, no par value;
200,000 shares issued; $20 million liquidation value 18,347 17,748
Partners' Capital:
General Partner ....................................... 9,865 9,155
Beneficial Unit Certificate (BUC) Holders
6,010,589 BUCs authorized, issued and outstanding .. 170,877 168,292
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Total Partners' Capital ............................ 180,742 177,447
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Total Liabilities and Partners' Capital ................... $2,183,062 $2,209,051
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</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
1
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AMERICA FIRST FINANCIAL FUND 1987-A LIMITED PARTNERSHIP AND SUBSIDIARY
<TABLE>
<CAPTION>
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CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands except per BUC amounts)
- --------------------------------------------------------------------------------------
For the For the
Quarter Ended Quarter Ended
March 31, 1997 March 31, 1996
- --------------------------------------------------------------------------------------
<S> <C> <C>
Interest income
Interest and fees on loans ..................... $ 26,762 $ 27,215
Interest on mortgage-backed securities ......... 11,320 13,831
Interest and dividends on investment ........... 871 1,202
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Total interest income ....................... 38,953 42,248
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Interest expense
Interest on deposits ........................... 21,490 19,726
Interest on borrowings ......................... 1,612 6,520
Preferred Stock accretion ...................... 599 523
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Total interest expense ...................... 23,701 26,769
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Net interest income before provision for loan losses 15,252 15,479
Provision for loan losses ...................... 252 408
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Net interest income after provision for loan losses 15,000 15,071
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Non-interest income
Deposit related fees ........................... 462 469
Loan related fees .............................. 295 326
Gain on disposition of loans, net .............. 62 46
Other income ................................... 897 577
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Total non-interest income ................... 1,716 1,418
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Non-interest expense
Compensation and benefits ...................... 5,813 5,415
Occupancy and equipment ........................ 1,904 2,225
FDIC premiums and special assessments .......... 380 1,095
Professional services .......................... 249 326
Advertising and promotion ...................... 235 230
Provision for loss (recovery) on interest
rate exchange agreements .................... (136) (469)
Other .......................................... 1,877 2,155
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Total non-interest expense .................. 10,322 10,977
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Income before income taxes ......................... 6,394 5,512
Provision for income taxes ..................... 320 --
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Net income ......................................... $ 6,074 $ 5,512
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Net income allocated to:
General Partner ................................ $ 828 $ 599
BUC Holders .................................... 5,246 4,913
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$ 6,074 $ 5,512
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Net income per BUC ................................. $ .87 $ .82
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</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
2
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AMERICA FIRST FINANCIAL FUND 1987-A LIMITED PARTNERSHIP AND SUBSIDIARY
<TABLE>
<CAPTION>
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CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
For the Three Months Ended March 31, 1997
(dollars in thousands)
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General
Partner BUC Holders Total
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<S> <C> <C> <C>
Balance at December 31, 1996 .................... $ 9,155 $ 168,292 $ 177,447
Net income ...................................... 828 5,246 6,074
Cash distributions paid or accrued .............. (33) (2,404) (2,437)
Direct charges:
Net unrealized losses on available-for-sale
mortgage-backed securities ................ (85) (257) (342)
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Balance at March 31, 1997 ....................... $ 9,865 $ 170,877 $ 180,742
- ----------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
3
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AMERICA FIRST FINANCIAL FUND 1987-A LIMITED PARTNERSHIP AND SUBSIDIARY
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
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For the Three For the Three
Months Ended Months Ended
March 31, 1997 March 31, 1996
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<S> <C> <C>
Cash flows from operating activities
Net income ........................................................... $ 6,074 $ 5,512
Adjustments to reconcile net income to net cash
provided by operating activities
Amortization of:
Investments and mortgage-backed securities net premium ......... 633 652
Loan premium ................................................... 109 214
Intangibles .................................................... 290 329
Proceeds from sale of loans originated and held for sale ......... 3,431 2,376
Originations of loans held for sale .............................. (4,403) (4,137)
(Gain) loss on sale of real estate owned ......................... (21) 71
Gain on disposition of mortgage loans ............................ (62) (46)
Provision for loan losses ........................................ 252 408
Provision for loss (recovery) on interest rate exchange agreements (136) (469)
Net provision for income taxes ................................... 320 --
Increase in accrued interest receivable .......................... (304) (349)
Decrease in accrued interest payable ............................. (1,685) (1,094)
Depreciation and amortization of premises and equipment .......... 423 440
Decrease (increase) in other assets .............................. 671 (959)
Decrease in other liabilities .................................... (1,900) (1,754)
Other, net ....................................................... 217 223
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Total adjustments .................................................... (2,165) (4,095)
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Net cash provided by operating activities ........................ 3,909 1,417
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Cash flows from investing activities
Loans originated and held for investment ......................... (76,450) (52,772)
Purchases of mortgage-backed securities .......................... -- (14,548)
Purchases of real estate loans ................................... (4,360) (18,734)
Purchases of premises and equipment .............................. (258) (224)
Principal payments on mortgage-backed securities ................. 38,504 55,412
Principal payments on loans ...................................... 55,279 78,301
Proceeds from sale of Federal Home Loan Bank Stock ............... -- 911
Proceeds from sales of real estate owned ......................... 360 832
Other, net ....................................................... 89 279
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Net cash provided by investing activities ........................ 13,164 49,457
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Cash flows from financing activities
Net increase in checking and saving accounts ..................... 13,557 49,487
Proceeds from issuance of certificates of deposits ............... 90,765 38,497
Payments for maturing on early withdrawal
of certificates of deposits .................................... (54,304) (39,120)
Net decrease in short-term repurchase agreements ................. (44,353) (51,867)
Decrease in Federal Home Loan Bank advances ...................... (31,817) (80,668)
Capital distributions ............................................ (2,437) (2,437)
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Net cash used by financing activities ............................ (28,589) (86,108)
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Net decrease in cash and cash equivalents ............................ (11,516) (35,234)
Cash and cash equivalents at beginning of period ..................... 56,127 72,316
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Cash and cash equivalents at end of period ........................... $ 44,611 $ 37,082
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Supplemental disclosure of cash flow information Non cash investing an
financing activities:
Additions to real estate acquired through foreclosure ............ $ 948 $ 734
Loans made to facilitate the sale of real estate ................. $ 6,748 $ 12,095
Cash paid for interest (including interest credited) ............. $ 24,405 $ 27,420
Cash paid for alternative income and minimum
franchise taxes .............................................. $ 190 $ 210
- --------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
4
<PAGE>
AMERICA FIRST FINANCIAL FUND 1987-A LIMITED PARTNERSHIP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
1. ORGANIZATION
America First Financial Fund 1987-A Limited Partnership (the "Partnership")
was formed on April 14, 1987 under the Delaware Revised Uniform Limited
Partnership Act for the purpose of acquiring one or more federally insured
financial institutions through supervisory assisted acquisitions. The
Partnership formed a subsidiary corporation, America First Eureka Holdings,
Inc. ("AFEH") for the purpose of owning and managing one or more acquired
financial institutions. The Partnership will terminate on December 31, 2036,
unless terminated earlier under the provisions of the Partnership Agreement.
The general partner of the Partnership is America First Capital Associates
Limited Partnership Five ("AFCA-5") whose managing general partner is AFCA-5
Management Corporation.
2. BASIS OF PRESENTATION
The consolidated financial statements of the Partnership include the accounts
of the Partnership, AFEH (its wholly-owned subsidiary) and AFEH's
wholly-owned subsidiary, EurekaBank ("Eureka") and its subsidiaries. All
significant intercompany transactions have been eliminated.
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments (primarily consisting of normal
recurring accruals) necessary for a fair presentation of the Partnership's
financial condition as of March 31, 1997, and the results of its operations
for the quarters ended March 31, 1997 and 1996.
3. ALLOWANCE FOR LOAN LOSSES
The Partnership recorded loan loss provisions of approximately $252,000 and
$408,000 for the quarters ended March 31, 1997 and 1996, respectively. At
March 31, 1997 and December 31, 1996, the allowance for loan losses was
approximately $7.2 million and $7.1 million, respectively. Management
believes that the allowance for loan losses was adequate given the
composition, credit characteristics and loss experience of the loan
portfolio.
4. INTEREST RATE EXCHANGE AGREEMENTS
The Partnership entered into interest rate exchange agreements to reduce the
impact of future fluctuations in interest rates on fixed rate mortgages
funded by variable rate liabilities. The floating rates to be received by the
Partnership under the terms of these agreements are reset monthly, quarterly
or semi-annually and are generally indexed to the FHLB Eleventh District Cost
of Funds index or the one or three month London Interbank Offered Rate
("LIBOR").
In 1993, the sustained decline in interest rates in the general economy and
the resulting prepayment of mortgage loans associated with the interest rate
exchange agreements caused Eureka to establish a liability based on the
estimated fair value of interest rate exchange agreements that were no longer
deemed effective as hedges. During the quarters ended March 31, 1997 and
1996, Eureka recorded to non-interest expense recoveries on interest rate
exchange agreements of approximately $136,000 and $469,000, respectively, to
reflect the effect of interest rate increases on the market value of Eureka's
related obligations. The recorded liability for the interest rate exchange
agreements totaled approximately $700,000 and $1.2 million at March 31, 1997
and December 31 1996, respectively. Net interest payable on interest rate
exchange agreements was $409,000 and $600,000 at March 31, 1997 and December
31, 1996, respectively, and was included in other liabilities and accrued
expenses.
For the quarters ended March 31, 1997 and 1996, net interest expense on
interest rate exchange agreements (after amortization of the interest rate
exchange agreement liability of $397,000 and $658,000, respectively) totaled
approximately $214,000 and $126,000, respectively. Net interest expense on
interest rate exchange agreements is
5
<PAGE>
AMERICA FIRST FINANCIAL FUND 1987-A LIMITED PARTNERSHIP AND SUBSIDIARY
included as an adjustment to interest income on loans. The notional amount of
interest rate exchange agreements outstanding was $80 million and $125
million at March 31, 1997 and 1996, respectively. The notional amount of
interest rate exchange agreements outstanding at December 31, 1996 was $100
million.
5. INCOME TAXES
The Partnership files calendar year federal and state Partnership information
returns, reporting its operations on an accrual basis. The consolidated
financial statement provisions for income tax for the quarters ended March
31, 1997 and 1996 relate to the Partnership's subsidiary, AFEH and its
subsidiaries. AFEH and its subsidiaries file calendar year consolidated
federal income and combined California franchise tax returns.
Deferred tax assets are initially recognized for net operating loss and tax
credit carryforwards and differences between the financial statements
carrying amount and the tax bases of assets and liabilities which will result
in future deduction amounts. A valuation allowance is established to reduce
the deferred tax assets to the level at which it is more likely than not that
the tax benefits will be recognized.
The deferred tax valuation allowance adjustment is updated quarterly based on
the expected net operating loss carryforwards which are more likely than not
to be utilized.
6
<PAGE>
AMERICA FIRST FINANCIAL FUND 1987-A LIMITED PARTNERSHIP AND SUBSIDIARY
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
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FORWARD-LOOKING STATEMENTS
In addition to the historical information contained in this Management's
Discussion and Analysis section, certain discussions contain forward-looking
statements that involve risks and uncertainties. A number of important factors
could cause the actual results of operations and other information to differ
materially from those results of operations and other information discussed in
those forward-looking statements. Those factors include fluctuations in interest
rates, inflation, the impact of federal government legislation and regulations
(including changes in legislation and regulation), and economic conditions and
competition in the geographic and business area in which the Partnership
conducts its operations. The forward-looking statements are made as of the date
of this Form 10-Q and the Partnership undertakes no obligation to publicly
update such forwarding-looking statements to reflect subsequent events or
circumstances. The interim information discussed below should be read in
conjunction with the Partnership's 1996 Form 10-K, in particular the
forward-looking statements contained in Management's Discussion and Analysis of
Financial Condition and Results of Operations.
FINANCIAL CONDITION
At March 31, 1997, Partnership assets were approximately $2.2 billion,
approximately $26 million lower than at December 31, 1996, and consisted
primarily of the assets and liabilities of Eureka. Significant changes in the
composition of the balance sheet included the following:
- - Net loans receivable, loans held for sale and net mortgage-backed
securities ("MBS") decreased approximately $14 million during the three
months ended March 31, 1997. The net decrease in the loan and MBS portfolios
were primarily due to prepayments. During the three months ended March 31,
1997, Eureka originated (net of sales) $22 million and $55 million in retail
and wholesale loans, respectively. Wholesale loan originations enable Eureka
to add assets that meet its credit quality guidelines within its market
area, and management believes that wholesale loan originations will continue
to be a significant percentage of total originations through 1997. Mortgage
loans purchased during the three months ended March 31, 1997 totaled $4
million. There were no MBS additions during the first quarter of 1997.
Repayments of $54 million and $38 million were recorded in the mortgage loan
and MBS portfolios, respectively, during the three months ended March 31,
1997.
- - Retail deposits increased approximately $50 million since December 31, 1996,
and totaled $1.9 billion at March 31, 1997. This increase is primarily due
to deposit promotions and retention incentives. The increases were primarily
in time deposits.
- - Securities sold under agreements to repurchase and other borrowings
decreased approximately $76 million during the first three months of 1997
from $151 million at December 31, 1996 to $75 million at March 31, 1997. As
of March 31, 1997, other liabilities decreased approximately $3 million from
December 31, 1996, primarily due to reductions of approximately $533,000 in
the interest rate exchange agreement liability and $2.5 million for accrued
interest on borrowings and interest rate exchange agreements, and other
payables.
At March 31, 1997 and December 31, 1996, the loan-to-deposit ratio was 76%.
Loans, MBS and federal funds sold comprised approximately 95% of Partnership
assets at March 31, 1997 and December 31, 1996.
Cash distributions paid or accrued during the three months ended March 31, 1997
totaled $.40 per BUC, or an 8% per annum return based on original contributions
of $20 per BUC. Future distributions are expected to be made principally from
dividends paid to the Partnership by AFEH. AFEH funds these dividends by receipt
of dividends from Eureka, the payment of which is subject to regulatory
limitation. Accordingly, it is not possible to estimate the level of cash
distributions to BUC Holders in the future.
7
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AMERICA FIRST FINANCIAL FUND 1987-A LIMITED PARTNERSHIP AND SUBSIDIARY
ASSET QUALITY
The allowance for loan losses was $7.2 million and $7.1 million, or .50% of
loans outstanding at each of March 31, 1997 and December 31, 1996. Net
non-performing assets (loans which were 90 or more days delinquent and real
estate acquired through foreclosure) were approximately $5.0 million and $5.7
million, or .23% and .26% of total assets at March 31, 1997 and December 31,
1996, respectively. This compares favorably to 1.43% for non-performing assets
as of December 31, 1996, for thrifts located in California as reported by the
Office of Thrift Supervision ("OTS"). The allowance for loan losses as a
percentage of non-performing loans was approximately 227% at March 31, 1997,
compared to approximately 159% at December 31, 1996. Management believes that
the allowance for loan losses is adequate given the composition, credit
characteristics and loss experience of the loan portfolio.
The level of loans 30 days or more delinquent remained low at approximately $7.6
million or .53% of total loans at March 31, 1997, compared to approximately $7.4
million or .53% of total loans at December 31, 1996. This compares favorably to
2.55% for loans 30 days or more delinquent as of December 31, 1996, for thrifts
located in California as reported by the OTS. Loans 30 days or more delinquent
at March 31, 1997 were primarily mortgage loans collateralized by 1-4 family
residences.
RESULTS OF OPERATIONS
Net income for the quarters ended March 31, 1997 and 1996 was approximately $6.1
million and $5.5 million, respectively. Net income per BUC for the quarters
ended March 31, 1997 and 1996 was $.87 and $.82, respectively.
NET INTEREST INCOME
Net interest income before the provision for loan losses for the quarters ended
March 31, 1997 and 1996, was approximately $15.3 million and $15.5 million,
respectively.
Net interest income is the Partnership's principal income component and is
determined by the relative levels of, and interest rates received on interest
earning assets, and interest rates paid on interest bearing liabilities. Average
interest earning assets were approximately $2.1 billion and $2.2 billion,
respectively, for the quarters ended March 31, 1997 and 1996. The net interest
margin, the net yield on average assets, for the three months ended March 31,
1997 was 2.70% compared to 2.58% for the same period a year earlier. The net
interest margin improved in the first quarter of 1997 as compared to the first
quarter of 1996, primarily as a result of a lower cost of funds due to the
increase in retail deposits and reductions in other borrowings that have higher
costs.
The net interest expense on interest rate exchange agreements was $214,000 and
$126,000 for the quarters ended March 31, 1997 and 1996, respectively. The net
interest received or paid on these contracts is reflected as an adjustment to
interest income on loans receivable (see Note 4 of Notes to Consolidated
Financial Statements).
PROVISION FOR LOAN LOSSES
The Partnership recorded loan loss provisions of approximately $252,000 and
$408,000 for the quarters ended March 31, 1997 and 1996, respectively. Net loan
charge-offs were $77,000 and $104,000 for the quarters ended March 31, 1997 and
1996, respectively. Of the total net charge-offs recorded during the quarter
ended March 31, 1997, $16,000 were for the consumer loan portfolio and $61,000
were for mortgage loans. In the same period in 1996, consumer loan charge-offs
were $13,000 and mortgage loan charge-offs were $91,000.
8
<PAGE>
AMERICA FIRST FINANCIAL FUND 1987-A LIMITED PARTNERSHIP AND SUBSIDIARY
Eureka's determination of the allowance for loan loss and the resulting
provision for loan losses are based upon judgments and assumptions regarding
various factors including general economic conditions, internal asset review
findings, composition of the loan portfolio, historical loss experience and
estimates of potential future losses. Management believes that it has provided
an adequate valuation allowance to cover potential losses, particularly
considering the low level of delinquencies and charge-offs experienced by Eureka
over the past five years and continued adherence to strict credit quality
control guidelines. The future loss experience related to changes in the economy
and interest rate environment, however, cannot be predicted.
NON-INTEREST INCOME
The principal components of non-interest income are deposit and loan related fee
income, gains on the disposition of loans and other income. Non-interest income
totaled approximately $1.7 million for the quarter ended March 31, 1997,
compared to $1.4 million for the same period in 1996.
Deposit and loan related fees for the quarter ended March 31, 1997 were
approximately $757,000 compared to $795,000 for the same period in 1996.
Fixed rate loans which meet the FHLMC lending requirements, "conforming loans,"
are originated by Eureka for sale in the secondary mortgage market. The net gain
from Eureka's loan sale activities was approximately $62,000 for the quarter
ended March 31, 1997 on sales of loans of approximately $3.1 million. During the
comparable period a year earlier, Eureka sold conforming loans with principal
balances which totaled $2.6 million at a net gain of approximately $46,000.
Other non-interest income for the quarter ended March 31, 1997 was approximately
$900,000, compared to $550,000 for the same period in 1996. Other non-interest
income included rental income, fee income from Eureka Financial Services Inc. (a
Eureka subsidiary licensed to sell mutual funds and insurance annuities), income
from real estate held for investment, gain on sale of real estate foreclosed,
and other non-operating income items. Other income includes $200,000 for the
quarter ended March 31, 1997 for the reduction of previously established
reserves no longer deemed necessary. No similar adjustments were recorded for
the quarter ended March 31, 1996. The remainder of the increase in 1997 over
1996 is not attributable to any one specific item, but to several smaller items
which aggregated approximately $150,000.
NON-INTEREST EXPENSE
The principal components of non-interest expense are compensation and benefits
expense, occupancy and equipment expenses, FDIC insurance premiums, professional
and advertising expenses, provision for loss (recovery) on interest rate
exchange agreements and other administrative expenses. Non-interest expense was
approximately $10.3 million and $11.0 million for the quarters ended March 31,
1997 and 1996, respectively.
Compensation and benefits expenses were approximately $5.8 million for the
quarter ended March 31, 1997, compared to approximately $5.4 million for the
quarter ended March 31, 1996. The increase from 1996 to 1997 is primarily due to
increases in base compensation and incentive award accruals.
Non-interest expense for the quarter ended March 31, 1997 included adjustments
to the interest rate exchange agreements liability established in 1993. During
the quarters ended March 31, 1997 and 1996, recoveries of approximately $136,000
and $469,000, respectively, were recorded to reduce the interest rate exchange
agreements liability to reflect the effect of interest rate increases on the
market value of Eureka's obligations under the interest rate exchange
agreements.
9
<PAGE>
AMERICA FIRST FINANCIAL FUND 1987-A LIMITED PARTNERSHIP AND SUBSIDIARY
Occupancy and equipment expenses totaled $1.9 million and $2.2 million for the
quarters ended March 31, 1997 and 1996, respectively. The first quarter of 1996
expenses included a lease buy out and in addition, there were several lease
expirations during 1996. FDIC insurance premiums, professional and advertising
expenses, and other expenses were approximately $2.7 million for the quarter
ended March 31, 1997, compared to $3.8 million for the same period in 1996. FDIC
insurance premiums were approximately $290,000 in the first quarter of 1997, as
compared to $966,000 in the same period in 1996. The reduction in FDIC insurance
premiums was the result of the recapitalization of the Savings Association
Insurance Fund ("SAIF"). See "Deposit Insurance and Other Matters" below.
PROVISION FOR INCOME TAXES
Due to the net operating loss carryforwards available to AFEH arising from the
acquisition of Eureka, AFEH does not expect to pay any regular income taxes in
1997. AFEH's alternative minimum taxes totaled $190,000 for the quarter ended
March 31, 1997. Alternative minimum taxes paid by AFEH are recorded as prepaid
expenses in other assets as they result in tax credits with an indefinite life
and will be used to offset future regular and income tax liabilities.
As required by Statement of Financial Accounting Standard No. 109 ("SFAS No.
109"), management periodically reevaluates the realizability of the deferred tax
assets and adjusts the valuation allowance so that the resulting level of the
net deferred tax assets will, more likely than not, be realized. As of December
31, 1996, an adjustment of $26.2 million was recorded to reduce the valuation
allowance for net deferred tax assets primarily for the recognition of estimated
benefits from net operating loss carryforwards.
The reevaluation and resulting adjustment of the deferred tax asset valuation
allowance occurred due to a number of factors which arose during the latter
portion of 1996. With the enactment in August 1996 of legislation which repealed
the tax deduction for bad debt reserves, and the later enactment of the SAIF
recapitalization legislation which resulted in the special one-time assessment
paid by Eureka (and all other SAIF-insured institutions), Eureka determined that
it may be able to utilize net operating loss carryforward benefits that had
previously been reserved against in the valuation allowance. Further, Eureka's
strong financial results in 1996 and its consistent financial performance during
the preceding two fiscal years, coupled with the forecast of a stable interest
rate environment in the short term, separately indicated the possibility that
Eureka might be able to utilize additional net operating loss carryforward
benefits against net pre-tax income generated in future financial reporting
periods. Accordingly, Eureka reassessed the recoverability of the net deferred
tax assets in the fourth quarter of 1996 and concluded that a downward
adjustment in the valuation allowance for net operating loss carryforwards, as
of the end of 1996, was appropriate. Federal net operating loss carryforwards
were approximately $209 million at December 31, 1996, with various expiration
dates through 2007. State net operating loss carryforwards were approximately
$29 million at December 31, 1996, and expire in 1997. To the extent such
carryforwards are used by AFEH, the FDIC may be entitled to share in the benefit
of the utilization.
Net deferred tax assets totaled $22.3 million and $22.6 million at March 31,
1997 and December 31, 1996, respectively. The deferred tax valuation allowance
adjustment is updated quarterly based on the expected net operating loss
carryforwards which are more likely than not to be utilized. In accordance with
SFAS No. 109, management periodically reevaluates the appropriate level of the
deferred tax valuation allowance, and adjustments are recorded as appropriate.
ASSISTANCE AGREEMENT
Under the terms of the Assistance Agreement between Eureka and the FDIC entered
into in 1988 in connection with the assisted acquisition of the assets and
liabilities of Eureka Federal Savings and Loan Association, $50 million in
10
<PAGE>
AMERICA FIRST FINANCIAL FUND 1987-A LIMITED PARTNERSHIP AND SUBSIDIARY
preferred stock was issued to the FDIC. In 1990, $30 million of the preferred
stock was redeemed by the FDIC. The $20 million in non-voting Series A Preferred
Stock which remains outstanding is mandatorily redeemable in May of 1997 and
1998 in the amount of $10 million each year, and has a liquidation value of $100
per share. The holder of this preferred stock is not entitled to dividends. The
preferred stock is being accreted through the redemption dates of 1997 and 1998,
and the accretion is recorded as interest expense on other borrowings. The
accretion for the quarters ended March 31, 1997 and 1996 totaled approximately
$599,000 and $524,000, respectively, and is included in interest expense.
Under the terms of the Assistance Agreement, after May 27, 1998, the FDIC may
engage an independent appraiser to perform a valuation based on the fair value
of Eureka to determine if a final participation payment is due to the FDIC. The
Assistance Agreement also contains provisions for distribution of any net sales
proceeds among AFCA-5, BUC holders and the FDIC.
ASSET/LIABILITY MANAGEMENT AND INTEREST RATE RISK
Eureka's Asset and Liability Management Committee ("ALCO") is a board of
directors committee responsible for managing Eureka's assets and liabilities in
a manner which balances profitability and risks, including interest rate risk
("IRR"). ALCO operates within policies and risk limits prescribed and reviewed
regularly by the board of directors. IRR is the impact of market interest rates
on Eureka's net income, both in the short-term and long-term. Interest rate
changes impact earnings in several ways including an effect upon the yields on
variable rate loans, and the cost of deposits and other sources of funds. In
addition, borrowers are more motivated to repay and refinance loans when rates
decline, and the market values of securities and other investments fluctuate
based on interest rate changes.
Eureka manages interest rate fluctuations by simulating (modeling) the impact of
a variety of potential interest rate movements, customer behaviors, and market
conditions to identify conditions under which profitability would be adversely
affected. The simulation of various interest rate movements is used in
determining loan pricing and terms, and also to estimate prepayments of loans in
a declining rate environment. Various scenarios are simulated to determine an
appropriate asset and liability mix which protects capital funds even under
stress from unexpected changes in interest rates.
A common measure of financial institution IRR is the interest rate "gap." This
is the difference between the amount of assets and liabilities which are
expected to mature or reprice within a specific time period (such as one or
three years). A gap is considered positive when the amount of interest-rate
sensitive assets exceeds the amount of interest-rate sensitive liabilities, and
is considered negative when the amount of interest rate sensitive liabilities
exceeds the amount of interest-rate sensitive assets maturing or repricing
within a given period. At March 31, 1997, Eureka's cumulative one-year and
three-year interest rate gaps were a positive four percent and a negative one
percent of total assets, respectively. In the case of the one-year gap, this
suggests that the net interest margin would be increased if interest rates were
to rise. The comparable gap figures for March 31, 1996 were neutral
(approximately zero).
Management is of the opinion that simulating various interest rate scenarios is
a more effective measure of IRR because it incorporates specific assumptions not
considered in the "gap" analyses. The assumptions which are excluded from the
"gap" analyses include: (a) how rate movements affect important borrower
prepayment behavior, (b) that all loans and deposits will not reprice to the
same degree or by the same magnitude, (c) that rate changes for assets and
liabilities in the over one-year category have a greater long-term earnings
impact than those assets and liabilities "under one year," and (d) some
liabilities (such as checking accounts) do not have "repricing" maturities but
are significantly affected by interest rate movements.
The exposure to IRR as of March 31, 1997 is within the limits established by the
board of directors, and the level of IRR is acceptable in view of the expected
market conditions and the potential for adverse developments in interest rate
levels.
11
<PAGE>
AMERICA FIRST FINANCIAL FUND 1987-A LIMITED PARTNERSHIP AND SUBSIDIARY
LIQUIDITY
Eureka derives its liquidity primarily from loan repayments, customer deposits,
FHLB advances and securities sold under agreements to repurchase. Eureka manages
liquidity through the coordination of the relative maturities of assets and
liabilities. The sources of liquidity are influenced by various uncertainties,
primarily market interest rates. Eureka continually evaluates its sources of
funds, and a decline in any one source of funds generally can be offset by an
alternate source, although potentially at a different cost. Resources committed
at March 31, 1997 consisted of approximately $120 million in loan funding
commitments. Management believes that existing liquidity and other capital
resources are adequate to fund existing and anticipated commitments existing at
March 31, 1997.
Regulations require a savings institution to maintain a liquidity ratio of at
least five percent of cash and specified securities to net withdrawable accounts
and borrowings due in one year. Eureka was in compliance with this regulation
during each of the first three months of 1997. For the month of March 31, 1997,
Eureka's liquidity ratio was 5.89% compared to 5.74% for the month of December
1996.
CAPITAL REQUIREMENTS
Regulations require that savings institutions meet three separate capital tests:
a risk-based capital standard, a core capital standard and a tangible capital
standard. At March 31, 1997, Eureka maintained regulatory capital as follows:
<TABLE>
<CAPTION>
(000's)
---------------------------------------------------------------------
Tangible Core Risk-Based
Capital Capital Capital
----------------------- --------------------- --------------------
% of
% % Risk-Based
Amount of Assets Amount of Assets Amount Assets
------ --------- ------ --------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
GAAP capital ...................... $ 174,132 $ 174,132 $ 174,132
Non-allowable assets:
Excess deferred tax assets ..... (13,869) (13,869) (13,869)
Intangible and other assets..... (2,971) (2,971) (2,971)
Non-includable subsidiaries..... (2,311) (2,311) (2,311)
Unrealized losses on securities
available for sale ............. 581 581 581
Allowance for loan losses ......... 6,911
--------- --------- ---------
Computed regulatory capital ....... 155,562 7.22% 155,562 7.22% 162,473 16.63%
Minimum capital requirement ....... 32,332 1.50% 64,665 3.00% 78,142 8.00%
--------- --------- --------- ---- --------- -----
Excess regulatory capital ......... $ 123,230 5.72% $ 90,897 4.22% $ 84,331 8.63%
========= ========= ========= ==== ========= =====
</TABLE>
RECENT ACCOUNTING PRONOUNCEMENTS
In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard No. 128 ("SFAS No. 128"), "Earnings
Per Share." This statement specifies the computation, presentation, and
disclosure requirements for earnings per share. SFAS No. 128 is effective for
financial statements issued for periods ending after December 15, 1997,
including interim periods; early adoption is not permitted. The adoption of SFAS
No. 128 is not expected to have a material effect on the Partnership's financial
statements.
12
<PAGE>
AMERICA FIRST FINANCIAL FUND 1987-A LIMITED PARTNERSHIP AND SUBSIDIARY
DEPOSIT INSURANCE AND OTHER MATTERS
Eureka's deposits are insured by the Federal Deposit Insurance Corporation
("FDIC") up to the maximum amount provided by law through the SAIF. For the
quarter ended March 31, 1997, Eureka paid deposit insurance premiums to the SAIF
of $290,000, based on an annual assessment rate of .0648% of covered deposits.
On September 30, 1996, the President signed an appropriations bill which
included provisions to recapitalize the SAIF. Under the provisions of the bill,
the SAIF was recapitalized through a combined approach of imposing a one-time
special assessment on SAIF-insured institutions, and an incremental pro-rata
charge on SAIF-insured institutions and commercial banks insured under the Bank
Insurance Fund ("BIF"), to be used to pay the interest on Financing Corporation
("FICO") bonds issued as part of the 1989 savings association rescue package
adopted under the Financial Institutions Reform, Recovery, and Enforcement Act
("FIRREA"). The SAIF recapitalization provisions imposed a one-time special
assessment of 65.7 basis points (approximately $11 million for Eureka) on
deposits held by SAIF- insured institutions as of March 31, 1995, payable not
later than 60 days after the enactment of the legislation, and reduced the
annual assessment rate for SAIF-insured institutions from 23 basis points to 6.4
basis points (a reduction of approximately $3 million annually based upon
Eureka's insured deposits at September 30, 1996) beginning in 1997. Although
deposit premiums for thrifts will continue to be higher than the banking
industry's through the year 2000, the premium reduction significantly reduced
the inequity of Eureka paying a deposit premium significantly higher than that
of a similarly sized commercial bank. Beginning January 1, 2000, SAIF-insured
and BIF-insured deposits alike will be assessed on a pro-rata basis (expected to
be at a rate of approximately 2.4 basis points) to repay the FICO bonds until
the year 2017, and thereafter phased out, with the phase-out being completed in
2019.
The BIF/SAIF recapitalization legislation also provides for a merger of the BIF
and SAIF on January 1, 1999, if no SAIF-insured institutions exist on that date.
This provision, therefore, will not become effective unless Congress enacts
additional legislation abolishing the savings association charter effective
prior to January 1, 1999. In this regard, in 1997, Congress is expected to
consider additional reform measures involving the merger of the BIF and SAIF,
and abolition of the thrift charter.
Other provisions of the 1996 legislation: (i) authorized the bank regulatory
agencies to take action to prevent depository institutions from taking advantage
of the BIF/SAIF premium disparity by "deposit-shifting" from the SAIF to the
BIF; (ii) strengthened existing prohibitions on the FDIC's increasing the
risk-based premiums for deposit insurance which would result in the statutory
Designated Reserve Ratio for the two federal deposit insurance funds (calculated
as a percentage of insured deposits for each fund) exceeding 1.25%; (iii)
authorized the FDIC to refund assessments paid in excess of amounts due; and
(iv) prohibit the FDIC, prior to January 1, 1999, from setting SAIF premiums at
levels less than BIF premiums.
In August 1996, the President signed legislation which included provisions that
repeal the thrift bad debt reserve method of calculation under the Internal
Revenue Code, effective for tax years beginning after December 31, 1995. Most
large savings associations (including Eureka) will be required to change to the
specific charge-off method of accounting for bad debts and will be required to
recapture statutory "excess reserves" as provided in the legislation. In the
case of an institution that meets certain residential lending requirements of
the legislation, recapture of statutory "excess reserves" can be deferred for up
to two years. Eureka met the residential lending requirements of the legislation
for 1996. Eureka's management expects to meet the residential lending
requirements of the legislation and to defer the recapture of the statutory
"excess reserves" for 1997. Management expects that the above provisions will
not have a significant impact on Eureka due to the substantial amount of net
operating loss carryforwards which are available.
13
<PAGE>
AMERICA FIRST FINANCIAL FUND 1987-A LIMITED PARTNERSHIP AND SUBSIDIARY
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
There are no material pending legal proceedings to which the Partnership or AFEH
is a party or to which any property of the Partnership or AFEH is subject.
Eureka, however, is a party to various lawsuits arising in the normal course of
its business. Management does not believe that any of the legal proceedings to
which Eureka is a party will have a material impact on the financial condition
of the Partnership.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits:
4(a). Amended and Restated Limited Partnership Agreement dated
June 30, 1987 (incorporated herein by reference to Form
10-K dated December 31, 1987 filed pursuant to section 13
or 15(d) of the Securities Exchange Act of 1934 by America
First Financial Fund 1987-A Limited Partnership (Commission
File No. 0-16918)).
4(b). Form of Certificate of Beneficial Unit Certificate
(incorporated herein by reference to Amendment No. 3 to the
Registration Statement on Form S-1 filed March 31, 1987
with the Securities and Exchange Commission by America
First Financial Fund 1987-A Limited Partnership (Commission
File No. 33-10286)).
10(a). Custody Agreement dated August 3, 1987 (incorporated herein
by reference to Form 10-K dated December 31, 1987 filed
pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 by America First Financial Fund 1987-A Limited
Partnership (Commission File No. 0-16918)).
10(b). Agreement between America First Capital Associates Limited
Partnership Five and Stephen McLin (incorporated herein by
reference to Amendment No. 3 to the Registration Statement
on Form S-1 filed March 31, 1987 with the Securities and
Exchange Commission by America First Financial Fund 1987-A
Limited Partnership (Commission File No. 33-10286)).
10(c). Assistance Agreement dated May 27, 1988 (incorporated
herein by reference to Form 8 filed September 15, 1988
pursuant to Section 13 or 15(d) of the Securities Exchange
Act by America First Financial Fund 1987-A Limited
Partnership (Commission File No. 0-16918)).
10(d). Assignment Agreement dated May 27, 1988 (incorporated
herein by reference to Form 10-K dated December 31, 1988,
filed pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 by America First Financial Fund 1987-A
Limited Partnership (Commission File No. 0-16918)).
10(e). Capital Maintenance Agreement dated May 27, 1988
(incorporated herein by reference to Form 10-K dated
December 31, 1988, filed pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 by America First
Financial Fund 1987-A Limited Partnership (Commission File
No. 0-16918)).
10(f). Asset Purchase Agreement dated May 27, 1988 (incorporated
herein by reference to Form 10-K dated December 31, 1988,
filed pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 by America First Financial Fund 1987-A
Limited Partnership (Commission File No. 0-16918)).
14
<PAGE>
AMERICA FIRST FINANCIAL FUND 1987-A LIMITED PARTNERSHIP AND SUBSIDIARY
10(g). Employment Agreement between America First Holdings, Inc.
(now America First Eureka Holdings, Inc.) and Stephen T.
McLin dated January 24, 1989 (incorporated herein by
reference to Form 10-K dated December 31, 1988, filed
pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 by America First Financial Fund 1987-A Limited
Partnership (Commission File No. 0-16918)).
10(h). Long-Term Incentive Compensation Plan of EurekaBank (as
amended and restated effective January 1, 1991)
(incorporated herein by reference to Form 10-Q dated August
13, 1991, filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 by America First Financial
Fund 1987-A Limited Partnership (Commission File No.
0-16918)).
10(i). Form of Agreement between EurekaBank and certain executive
officers and directors which amends certain provisions of
the Long-Term Incentive Compensation Plan (incorporated
herein by reference to Form 10-K dated December 31, 1996,
filed pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 by America First Financial Fund 1987-A
Limited Partnership (Commission File No. 0-16918)).
10(j). Form of Supplemental Agreement between EurekaBank and
certain executive officers and directors which amends
certain provisions of the Long-Term Incentive Compensation
Plan (incorporated herein by reference to Form 10-K dated
December 31, 1996, filed pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 by America First
Financial Fund 1987-A Limited Partnership (Commission File
No. 0-16918)).
10(k). EurekaBank Equity Appreciation Plan Effective April 1,
1996, for the benefit of certain officers, directors and
employees of EurekaBank and America First Eureka Holdings,
Inc. (filed hereto and replacing Exhibit 10(k). filed with
Form 10-K dated December 31, 1996, filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
by America First Financial Fund 1987-A Limited Partnership
(Commission File No. 0-16918)).
27. Financial Data Schedule.
(b) The Partnership did not file any Current Reports on Form 8-K during
the first quarter of 1997.
15
<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.
AMERICA FIRST FINANCIAL FUND
1987-A LIMITED PARTNERSHIP
By America First Capital
Associates Limited
Partnership Five, General
Partner of the Registrant
By AFCA-5 Management Corporation,
General Partner of America First
Capital Associates Limited Partnership Five
Date: May 12, 1997 By /s/ George H. Krauss
---------------------
George H. Krauss
Chairman of the Board of Directors
and Secretary (Principal Executive Officer)
Date: May 12, 1997 By /s/ J. Paul Bagley
-------------------
J. Paul Bagley
Director, President and Treasurer
(Principal Financial Officer)
16
<PAGE>
Exhibit 10(k).
EurekaBank Equity Appreciation Plan
Effective April 1, 1996
For the benefit of certain officers, directors and employees of EurekaBank
and America First Eureka Holdings, Inc.
(filed hereto)
<PAGE>
EQUITY APPRECIATION PLAN
OF
EUREKABANK
PREAMBLE
--------
The Equity Appreciation Plan of EurekaBank is an unfunded incentive
compensation plan providing long-term compensation to a select group of
officers, directors and key employees and is intended to provide additional
incentive to participants to provide extraordinary efforts to increase the value
of EurekaBank.
ARTICLE I
Definitions
-----------
The following defined terms are indicated by capitalized initial letters
whenever they appear in the Plan and, whenever used, shall have the following
meanings:
"AFEH" means America First Eureka Holdings, Inc., the parent corporation of
----
EurekaBank.
"Aggregate Sale Price" means (i) in the event of sale of Eureka the amount
--------------------
received by AFEH, (ii) in the event of sale of all or substantially all of the
assets of Eureka, the amount available for distribution to AFEH, (iii) in the
event of sale of AFEH, in which AFEH receives non-cash consideration, the value
of such consideration shall be determined in good faith by the Board of
Directors of AFEH and (iv) in the event of acquisition by any person or group of
beneficial ownership (determined as provided in SEC Rule 13d-3 or any successor
Rule) the highest price paid for units of AFEH by such person or group shown on
the statement on Schedule 13D, or any amendment thereto, filed by such person
or group, multiplied by the number of outstanding units of AFEH as of the
acquisition that causes the Change of Control.
"Beneficiary" means the person(s) who, in accordance with Section 9.01,
-----------
will succeed to a Participant's right to payment hereunder upon the
Participant's death.
"Board" means the Board of Directors of AFEH.
-----
"Cash Equity Value Per Right" means the Equity Per Right at Exercise Date
---------------------------
with respect to such Right minus Equity Per Right at Grant Date.
"Change of Control" means the occurrence of any of the following events:
-----------------
(a) The date on which any person or group acquires beneficial ownership
(determined as provided in SEC Rule 13d-3, or any successor Rule) of AFEH
entitling the person or group to 40 percent or more of all votes to which all
unitholders of AFEH would be entitled in the election of directors, were an
election held on such date;
4
<PAGE>
(b) The date on which there is a failure of individuals who are members of
the board of directors of AFEH to constitute at least a majority of the board of
directors of AFEH, unless the election (or the nomination for election by the
shareholders) of each new director was approved by a vote of a least two-thirds
of the total of such individuals then still in office and such other directors
as may previously have been elected or nominated pursuant to such a two-thirds
vote; or
(c) The date of consummation of (i) the sale of Eureka or the sale of all
or substantially all the assets of Eureka or (ii) the merger or consolidation of
AFEH with another corporation in which AFEH is not the surviving corporation or
the unitholders of AFEH immediately before such merger or consolidation do not
hold at least 50% of the voting power of the surviving corporation.
"Code" means the Internal Revenue Code of 1986, as amended.
----
"Committee" means the Compensation Committee of AFEH.
---------
"Disability" means a Participant's permanent inability to perform his or
----------
her duties as employee or director of Eureka or AFEH as determined by a
physician licensed to practice in California and selected by Eureka.
"Effective Date" means March 31, 1996.
--------------
"Equity" means the common stockholders' equity in Eureka, as determined
------
under generally accepted accounting principles consistently applied. Equity as
of the Effective Date shall be $14.
"Equity Per Right" means Equity determined as of any relevant date divided
----------------
by 10,000,000.
"Equity Per Right at Grant Date" means $14 per Right.
------------------------------
"Equity Per Right at Exercise Date" means the Equity Per Right determined
---------------------------------
as of the Exercise Date of any Right.
"Eureka" means EurekaBank, a federal savings bank.
------
"Fund" means the America First Financial Fund 1987-A Limited Partnership.
----
"Grant Date" means, in the case of Participants issued Rights on or before
----------
December 31, 1996, the Effective Date, and, in the case of Participants who are
subsequently issued Rights, the last day of the Year immediately preceding the
Year in which they are admitted, if they are admitted on or before the last day
of the sixth month of a Year or the last day of the Year in which they are
admitted, if they are admitted on or after the first day of the seventh month of
a Year.
5
<PAGE>
"Participant" means any full-time or part-time employee or director of
-----------
Eureka or AFEH whose participation in the Plan has been authorized by the Board,
and any Beneficiary of a deceased Participant.
"Plan" means the Equity Appreciation Plan of EurekaBank, as set forth
----
herein as it may be amended from time to time hereafter.
"Rights" means Equity Appreciation Rights granted pursuant to the Plan.
------
"Year" means the fiscal year of Eureka (which is currently the calendar
----
year).
ARTICLE II
Rights
------
The Board, in its sole discretion based on recommendations from the
Committee, shall determine the number of Rights granted to each Participant;
provided that the aggregate number of Rights granted to all Participants
pursuant to this Plan shall not exceed 320,000 plus the number of rights that
are granted and expire unexercised. The Board may grant Rights to a Participant
at any time prior to the termination of this Plan.
Rights shall entitle a Participant to exercise the Rights during the
periods set forth at Article III and to receive an amount of cash determined
pursuant to Articles IV and V below, as the case may be.
ARTICLE III
Vesting, Exercise and Payment
-----------------------------
All Rights held by a Participant will terminate immediately upon
termination of such Participant's employment or service as a director to
EurekaBank or AFEH for any reason other than death or Disability. Unless
otherwise determined by the Board at the time of grant, all Rights shall be
exercisable only during the period commencing on March 31, 1999 and ending on
March 31, 2006; provided that if a Change of Control occurs at any time all
Rights shall be exercisable only during the period commencing on the Change of
Control and ending 90 days thereafter. Amounts payable pursuant to the Plan will
be paid in cash within 30 days after exercise of the Rights; provided that if
there is a sale of Eureka or all or substantially all of the assets of Eureka,
payments will be made to Participants at the time and in proportion to the
payments made to holders of AFEH units.
6
<PAGE>
ARTICLE IV
Value Determined With Respect
to Increase in Equity
---------------------
Upon exercise of the Rights, the Participant shall be entitled to receive
an amount of cash equal to the number of Rights exercised multiplied by the
Equity Value Per Right; provided that upon exercise, the Participant shall remit
--------
or have withheld by Eureka in cash any applicable federal and state taxes and
legal withholding taxes and provided further that such payments will not be
----------------
considered "Qualified" compensation for purposes of the Eureka Savings and
Investment plan.
ARTICLE V
Value Determined With
Respect to Change of Control
----------------------------
If a Change of Control occurs upon exercise of the Rights, the holder
thereof shall be entitled to receive an amount of cash determined as a function
of the Aggregate Sale Price; provided that upon exercise, the Participant shall
--------
remit to or have withheld by Eureka in cash any applicable federal and state
withholding and employment taxes and provided further that such payment will not
----------------
be considered "Qualified" compensation for purposes of the Eureka Savings and
Investment plans. If the Aggregate Sale Price is less than $200 million, Equity
Per Right at Exercise Date shall be the Aggregate Sale Price divided by 10
million. To incent Participants to maximize shareholder value, if the Aggregate
Sale Price exceeds $200 million the Equity Per Right at Exercise Date shall be
(a) the Aggregate Sales Price divided by 10 million plus (b) a fraction of the
amount determined at (a), the numerator of which shall be the Aggregate Sale
Price minus $200 million and the denominator of which shall be $200 million.
The following table provides example of this calculation.
<TABLE>
<CAPTION>
Cash
Aggregate Sale Price Equity Per Right Equity Value
(in millions) At Exercise Date Per Right
- ---------------------- ---------------- ------------
<S> <C> <C>
$140 $14.00 $ 0
$160 $16.00 $ 2.00
$180 $18.00 $ 4.00
$200 $20.00 $ 6.00
$210 $22.05 $ 8.05
$220 $24.20 $10.20
$230 $26.45 $12.45
$240 $28.80 $14.80
$250 $31.25 $17.25
$260 $33.80 $19.80
$280 $39.20 $25.20
$290 $42.05 $28.05
$300 $45.00 $31.00
</TABLE>
7
<PAGE>
ARTICLE VI
Termination of Employment As a Result of
Death or Disability
-------------------
If a Participant dies or incurs Disability while employed by or serving as
a director of Eureka or AFEH, such Participant or his or her representative
shall have the right to exercise such Participant's Rights in accordance with
the terms of this Plan.
ARTICLE VII
Termination of the Plan
-----------------------
This Plan shall terminate on the earlier of a Change of Control and March
31, 1999; provided that termination of the Plan will not effect the
exerciseability of any then outstanding Rights.
ARTICLE VIII
Gross up for Excise Taxes
-------------------------
Anything in this Plan to the contrary notwithstanding, in the event it
shall be determined that any payment or distribution by AFEH or Eureka to or for
the benefit of a Participant (whether paid or payable or distributed or
distributable pursuant to the terms of this Plan or otherwise, but determined
without regard to any additional payments required under this Article VIII (a
"Payment") would be subject to the excise tax imposed by Section 4999 of the
Code or any interest or penalties are incurred by the Participant with respect
to such excise tax (such excise tax, together with any such interest and
penalties, are hereinafter collectively referred to as the "Excise Tax"), then
the Participant shall be entitled to receive an additional payment (a"Gross-Up
Payment") in an amount such that after payment by the Participant of all taxes
(including any interest or penalties imposed with respect to such taxes),
including, without limitation, any income taxes (and any interest and penalties
imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment,
the Participant retains an amount of the Gross-Up Payment equal to the Excise
Tax imposed upon the Payments.
ARTICLE IX
Miscellaneous Provisions
------------------------
Section 9.01. Designation of Beneficiaries. Each Participant shall have
------------ -----------------------------
the right to designate a person(s) who will succeed to the Participant's right
to receive future payments hereunder in the event of the Participant's death.
In case of Participant's failure to designate a Beneficiary or the death of a
designated Beneficiary without a designated successor, distribution shall be
made to the Participant's estate. No designation of a Beneficiary shall be
valid unless in writing by the Participant, dated, and filed with the Committee.
A Participant may change his or her Beneficiary without the consent of any prior
Beneficiary.
8
<PAGE>
Section 9.02. No Trust Created; Status of Unsecured General Creditor.
------------- ------------------------------------------------------
Nothing contained herein shall be deemed to create a trust of any kind or to
create any fiduciary relationship. The amounts payable hereunder shall continue
for all purposes to be a part of the general assets of Eureka, and no person
other than Eureka shall, by virtue of the provisions of this Plan, have any
interest in such amounts. To the extent that any person acquires a right to
receive payments from Eureka under this Plan, such right shall be no greater
than the right of any unsecured general creditor of Eureka.
Section 9.03. Books and Records. The books and records to be maintained
------------ -----------------
for purposes of the Plan shall be maintained by the officers and employees of
Eureka, at its expense, and shall be subject to the supervision and control of
the Committee.
Section 9.04. Nonassignability. To the maximum extent permitted by law,
------------ ----------------
the right of any Participant to any payment hereunder shall not be subject to
attachment or any other legal process to satisfy the debts of such Participant.
In addition, any such right and any payment made (or to be made) hereunder shall
not be subject to pledge, anticipation, alienation, sale, transfer, assignment
or other encumbrance, and any attempt to do so shall be void.
Section 9.05. Indemnification. Eureka shall indemnify and hold harmless
------------ ---------------
the members of the Board and the Committee, and the officers and employees of
AFEH and Eureka, from and against all liabilities, claims, demands, costs and
expenses, including reasonable attorneys' fees, arising out of any action taken
or omitted in connection with the administration of this Plan, unless
attributable to such person's own fraud or willful misconduct. Moreover, neither
AFEH nor Eureka shall be liable to any person for any such action or omission,
unless attributable to fraud or willful misconduct on the part of a director,
officer or employee of AFEH or Eureka.
Section 9.06. Amendment. The Board may amend this Plan, in whole or in
------------ ---------
part, at any time and for any reason; provided, however, that no amendment may
reduce the rights of any Participant under the Plan on the date the amendment is
adopted. Notice of any amendment shall be given in writing to each Participant.
Section 9.07. Governing Law. All rights and obligations arising under
------------ -------------
this Plan shall be governed by the laws of the State of California.
Section 9.08. Accounting Determination. All determination of Equity,
------------ ------------------------
Equity Per Right, Equity Value Per Right and Aggregate Sale Price relating to
this Agreement shall be made by AFEH's independent accountants in accordance
with generally accepted accounting standards consistently applied as modified by
the terms of this Agreement, and their determinations shall be final and binding
on all participants, Eureka and AFEH.
9
<PAGE>
ARTICLE X
Execution
---------
To record the adoption of the Plan, America First Eureka Holdings has
caused this document to be executed by its duly authorized officer, of its
subsidiary, EurekaBank on this ________ day of __________, 1996, effective
immediately.
AMERICA FIRST EUREKA HOLDING, INC.
EUREKABANK
By ____________________________________________
Stephen T. McLin
Chairman, EurekaBank
This is to record the award of ________________ units of Equity Appreciation
Rights to _________________________________________
------------------------------------------------
Participant (Signature)
------------------------------------------------
EurekaBank/AFEH Officer (Signature)
------------------------------------------------
Date
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q FILING.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 21,209
<INT-BEARING-DEPOSITS> 1,365
<FED-FUNDS-SOLD> 22,037
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 43,007
<INVESTMENTS-CARRYING> 592,108
<INVESTMENTS-MARKET> 590,369
<LOANS> 1,436,217
<ALLOWANCE> 7,178
<TOTAL-ASSETS> 2,183,062
<DEPOSITS> 1,890,504
<SHORT-TERM> 57,481
<LIABILITIES-OTHER> 18,288
<LONG-TERM> 17,700
18,347
0
<COMMON> 0
<OTHER-SE> 180,742
<TOTAL-LIABILITIES-AND-EQUITY> 2,183,062
<INTEREST-LOAN> 26,762
<INTEREST-INVEST> 12,191
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 38,953
<INTEREST-DEPOSIT> 21,490
<INTEREST-EXPENSE> 23,701
<INTEREST-INCOME-NET> 15,252
<LOAN-LOSSES> 252
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 10,322
<INCOME-PRETAX> 6,394
<INCOME-PRE-EXTRAORDINARY> 6,394
<EXTRAORDINARY> 320
<CHANGES> 0
<NET-INCOME> 6,074
<EPS-PRIMARY> 0.87
<EPS-DILUTED> 0.87
<YIELD-ACTUAL> 0
<LOANS-NON> 3,053
<LOANS-PAST> 0
<LOANS-TROUBLED> 1,752
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 7,051
<CHARGE-OFFS> 90
<RECOVERIES> 13
<ALLOWANCE-CLOSE> 7,178
<ALLOWANCE-DOMESTIC> 7,178
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
