SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 22, 1996
AAMES FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 33-43237 95-4340340
(State or otherjurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3731 Wilshire Boulevard, 10th Floor
Los Angeles, California 90010
(Address of principal executive offices)
(213) 351-6100
(Registrant's telephone number)
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ITEM 5. OTHER EVENTS
Reference is made to the press releases of Registrant issued on October 22
and October 28, 1996, which contain information meeting the requirements of
this Item 5 and which are incorporated herein by this reference. Copies of the
press releases are attached to this Form 8-K as Exhibits "1" and "2".
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Current Report on Form 8-k to be
signed on its behalf by the undersigned hereunto duly authorized.
AAMES FINANCIAL CORPORATION
11/01/96 by: /s/ Gregory J. Witherspoon
------------ -------------------------------
Date
Gregory J. Witherspoon
Executive Vice President - Finance and
Chief Financial Officer
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[LETTERHEAD OF PONDEL PARSONS &
WILKINSON]
NEWS RELEASE
Contact: Gregory J. Witherspoon
Aames Financial Corporation
213/351-6153
Cecilia A. Wilkinson/Roger S. Pondel
Pondel Parsons & Wilkinson
310/207-9300
FOR IMMEDIATE RELEASE
AAMES FINANCIAL COMPLETES DEBT AND EQUITY OFFERINGS
RAISING $262.3 MILLION
Los Angeles, California -- October 22, 1996 -- Aames Financial
Corporation (NYSE:AAM) today announced the completion of equity
and debt offerings, raising a total of $262.3 million in net
proceeds.
In its equity offering, the company issued a total of 2.4
million shares of common stock at a price of $51 per share,
raising a total of $117.6 million. The offering was underwritten
by NatWest Securities Limited; Bear, Stearns & Co. Inc.;
Oppenheimer & Co., Inc.; and Smith Barney Inc.
The company also has completed the issuance of $150 million
principal amount of 9.125 percent Senior Notes due 2003. The
debt offering was underwritten by Bear, Stearns & Co., Inc;
Donaldson, Lufkin & Jenrette Securities Corporation; and NatWest
Capital Markets Limited.
Net proceeds from the sale of common stock and the Senior
Notes offering will be used to fund future loan originations and
purchases, to support securitization transactions, for working
capital needs and for general corporate purposes.
Aames Financial Corporation is a leading home equity lender
and currently operates 52 Aames Home Loan offices in 18 states
throughout the United States. Its wholly owned subsidiary, One
Stop Mortgage, Inc., operates in 26 states out of 28 offices.
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[LETTERHEAD OF PONDEL PARSONS & WILKINSON]
Contact: Gregory J. Witherspoon
Aames Financial Corporation
(213) 351-6100
Cecilia A. Wilkinson/Roger S. Pondel
Pondel Parsons & Wilkinson
(310) 207-9300
FOR IMMEDIATE RELEASE
AAMES FINANCIAL CORPORATION REPORTS
STRONG FIRST QUARTER OPERATING RESULTS
NET INCOME PER SHARE OF $0.69 BEFORE NONRECURRING CHARGES
Los Angeles, California -- October 28, 1996 -- Aames
Financial Corporation (NYSE:AAM) today reported income before
nonrecurring charges and income taxes of $24.1 million for its
first fiscal quarter ended September 30, 1996, up 146 percent
from $9.8 million a year ago. The increase reflects continuing
strong performance from Aames' subprime lending operations as
well as the contributions of One Stop Mortgage, Inc., acquired in
August 1996 and accounted for on a pooling of interests basis.
After nonrecurring, pretax charges of $28.1 million,
primarily associated with the company's One Stop merger, Aames
reported a net loss of $4.6 million, or $(0.17) per share fully
diluted. The charges represent the write-off of prepaid
financing charges related to credit facilities no longer in place
and merger costs totaling approximately $26.1 million. The
charges also reflect an additional $2.0 million associated with
lease write-offs in conjunction with Aames' planned move to new
headquarters. Without the effect of the charges, net income per
share would have totaled $0.69 fully diluted, up 97 percent from
$0.35 a year ago.
Per share calculations are based on 32 percent more shares
outstanding, reflecting the effect of convertible debentures
issued in February 1996.
The company continued its program of securitizing the
majority of its loans, completing the sale of a $527 million
mortgage pool in the first quarter, which included $200 million
of loans contributed by One Stop. Revenues for the current first
quarter reached $65.9 million, nearly triple revenues of $22.8
million in the first fiscal quarter a year ago.
"Our operating results attest to the benefits of the One
Stop merger, which has significantly broadened Aames' channel
access and competitive position in the home equity market," said
Gary K. Judis, Aames' chairman and chief executive officer. "We
continue to see strong growth in the subprime credit arena, and
we intend to aggressively pursue expansion of our leadership
position through our growing nationwide retail operations and
our burgeoning correspondent relationships, as well as through
One Stop's network of mortgage brokers."
Loan origination volume in the quarter rose to $501 million,
up 253 percent from $142 million a year ago and up 14 percent
from $441 million for the quarter ended June 30, 1996. One Stop
contributed $141 million to the volume for the quarter, a 19
percent increase from $119 million for the quarter ended June 30,
1996. Correspondent volume increased to $259 million, a 9
percent increase from $237 million for the quarter ended June 30,
1996. Retail volume increased to $92 million, a 27 percent
increase from $72.2 million for the quarter ended June 30, 1996.
During the quarter, Aames opened five new retail branch
offices, entering New Jersey and Virginia, and expanding the
company's presence in Maryland, Florida and Pennsylvania. One
Stop also opened five new branches, entering Arizona, South
Carolina and Michigan and expanding its presence in California.
At quarter's end, Aames' loan servicing portfolio totaled
$1.77 billion, up from $703 million at September 30, 1995.
Aames Financial Corporation is a leading home equity lender
and currently operates 52 Aames Home Loan offices in 18 states
throughout the United States. Its wholly owned subsidiary, One
Stop Mortgage, Inc., operates in 26 states out of 29 offices.
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AAMES FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands except per share data)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
------------------
1996 1995
------ ------
<S> <C> <C>
Revenue:
Excess servicing gain $46,417 $12,585
Commissions 7,747 4,197
Loan service 4,660 3,343
Fees and other 7,035 2,707
------- -------
Total revenue 65,859 22,832
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Expenses:
Compensation and related
expenses 19,324 6,025
Sales and advertising costs 7,474 3,470
General and administrative
expenses 7,562 2,353
Interest expense 7,444 1,226
Nonrecurring charges 28,108 -
------- -------
Total expenses 69,912 13,074
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Income (loss) before income taxes (4,053) 9,758
Provision for income taxes 571 4,099
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Net income (loss) $(4,624) $ 5,659
======= =======
Net income (loss) per share:
Primary $ (0.21) $ 0.35
======= =======
Fully diluted $ (0.17) $ 0.35
======= =======
Prior to nonrecurring charges $ 0.69
=======
Weighted average number
of shares outstanding:
Primary 17,486 16,394
======= =======
Fully diluted 21,593 16,394
======= =======
</TABLE>
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AAMES FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
September 30, June 30,
1996 1996
------------- --------
<S> <C> <C>
Assets
Cash and cash equivalents $ 102,065 $ 23,941
Loans held for sale, at cost
which approximates
market 143,259 186,189
Accounts receivable, less
allowance for doubtful
accounts of $531 and $473 8,197 9,685
Excess servicing receivable 178,056 129,113
Mortgage servicing rights 13,560 10,902
Residual assets 54,683 44,676
Equipment and improvements, net 7,887 6,674
Prepaid assets and other 9,406 10,295
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Total assets $517,113 $421,475
======== ========
Liabilities and Stockholders' Equity
Borrowings $175,034 $138,045
Revolving warehouse facility 170,292 112,363
Accounts payable and accrued
expenses 16,216 11,380
Accrued compensation and
related expenses 7,456 4,427
Income taxes payable 19,892 21,831
-------- -------
Total liabilities 388,890 288,046
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Stockholders' equity:
Preferred Stock, par value $.001
per share, 1,000,000 shares
authorized; none outstanding
Common Stock, par value $.001
per share, 50,000,000 shares
authorized;
15,838,800 shares outstanding 16 16
Additional paid-in capital 88,236 88,142
Retained earnings 39,971 45,271
Total stockholders' equity 128,223 133,429
Total liabilities and -------- ========
stockholders' equity $517,113 $421,475
======== ========
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</TABLE>
