<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended December 31, 1999
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 0-25664
SGV BANCORP, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 95-4524789
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(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
225 NORTH BARRANCA STREET, WEST COVINA, CALIFORNIA 91791
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(626) 859-4200
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
require 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. |X| Yes |_| No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: 2,221,871 shares of common
stock, par value $0.01 per share, were outstanding as of February 3, 1999.
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SGV BANCORP, INC.
FORM 10-Q
INDEX
PART I FINANCIAL INFORMATION PAGE
----
Item 1 Consolidated Statements of Financial Condition:
December 31, 1999 (unaudited) and June 30, 1999................1
Consolidated Statements of Operations (unaudited):
For the Three Months and Six Months Ended December 31,
1999 and 1998..................................................2
Consolidated Statements of Cash Flows (unaudited):
For the Six Months Ended December 31, 1999 and 1998............3
Notes to Consolidated Financial Statements.....................5
Item 2 Management's Discussion and Analysis of
Results of Operations and Financial Condition..................7
Item 3 Quantitative and Qualitative Disclosure Regarding
Market Risk...................................................16
PART II OTHER INFORMATION
Item 1 Legal Proceedings.............................................20
Item 2 Changes in Securities.........................................20
Item 3 Defaults Upon Senior Securities...............................20
Item 4 Submission of Matters to a Vote of Security Holders...........20
Item 5 Other Information.............................................20
Item 6 Exhibits and Reports on Form 8-K..............................20
SIGNATURES................................................................22
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<TABLE>
<CAPTION>
SGV BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(IN THOUSANDS, EXCEPT SHARE DATA)
- -----------------------------------------------------------------------------------------------------------
DECEMBER 31 JUNE 30,
1999 1999
--------------- ------------
(Unaudited)
<S> <C> <C>
ASSETS:
Cash and cash equivalents, including short-term bank obligations of
$7,135 at December 31, 1999 and $4,940 at June 30, 1999 $ 12,366 $ 9,515
Investment securities available for sale, amortized cost of $32,555
at December 31, 1999 and $26,109 at June 30, 1999 32,035 25,816
Mortgage-backed securities available for sale, amortized cost of
$23,097 at December 31, 1999 and $25,326 at June 30, 1999 22,373 24,871
Mortgage-backed securities held to maturity, estimated fair value of
$33,860 at December 31, 1999 and $36,984 at June 30, 1999 35,228 37,717
Loans receivable held for sale 75 100
Loans receivable held for investment, net of allowance for loan losses of
$2,080 at December 31, 1999 and $1,845 at June 30, 1999 371,182 354,989
Accrued interest receivable 2,923 2,979
Stock of Federal Home Loan Bank of San Francisco, at cost 5,552 5,407
Real estate acquired through foreclosure, net 142 827
Premises and equipment, net 3,507 3,166
Prepaid expenses and other assets, net 4,396 3,343
--------------- ------------
Total assets $ 489,779 $ 468,730
=============== ============
LIABILITIES AND STOCKHOLDERS' EQUITY:
LIABILITIES:
Deposit accounts $ 358,219 $ 324,106
Federal Home Loan Bank advances 93,917 108,002
Securities sold under agreements to repurchase
Accrued expenses and other liabilities 3,827 4,251
--------------- ------------
Total liabilities 455,963 436,359
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value; 2,000,000 shares authorized; none issued
Common stock, $.01 par value; 10,000,000 shares authorized;
2,727,656 issued; 2,221,871 shares outstanding at December 31, 1999
and 2,176,323 shares outstanding at June 30, 1999 27 27
Additional paid-in capital 21,418 21,297
Retained earnings, substantially restricted 20,197 19,236
Accumulated other comprehensive income (732) (440)
Deferred stock compensation (1,032) (1,141)
Treasury stock; 505,755 shares at December 31, 1999
and 551,333 at June 30, 1999 (6,062) (6,608)
--------------- ------------
Total stockholders' equity 33,816 32,371
--------------- ------------
Total liabilities and stockholders' equity $ 489,779 $ 468,730
=============== ============
</TABLE>
1
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<TABLE>
<CAPTION>
SGV BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)(UNAUDITED)
- ------------------------------------------------------------------------------------------------------------------
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED DECEMBER 31, ENDED DECEMBER 31,
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
INTEREST INCOME:
Interest on loans $ 6,977 $ 6,717 $ 13,754 $ 12,656
Interest on investment securities 597 283 1,171 648
Interest on mortgage-backed securities 969 980 1,948 2,004
Other 126 146 254 355
--------- --------- --------- ---------
Total interest income 8,669 8,126 17,127 15,663
--------- --------- --------- ---------
INTEREST EXPENSE:
Interest on deposit accounts 3,759 3,442 7,414 6,839
Interest on borrowings 1,342 1,590 2,702 2,868
--------- --------- --------- ---------
Total interest expense 5,101 5,032 10,116 9,707
--------- --------- --------- ---------
Net interest income before provision for loan losses 3,568 3,094 7,011 5,956
PROVISION FOR LOAN LOSSES 160 210 370 479
--------- --------- --------- ---------
Net interest income after provision for loan losses 3,408 2,884 6,641 5,477
OTHER INCOME:
Loan servicing and other fees 145 151 257 296
Deposit account fees 202 144 396 288
Secondary marketing activity, net 12 40 15 61
Gain on sale or redemption of securities
available for sale, net 65 - 36 7
Other income 153 158 310 254
--------- --------- --------- ---------
Total other income 577 493 1,014 906
--------- --------- --------- ---------
OTHER EXPENSES:
Compensation and other employee expenses 1,534 1,249 2,956 2,478
Office occupancy 279 269 550 535
Data Processing and Equipment 315 298 659 575
Advertising 60 38 120 68
FDIC insurance premiums 47 43 94 87
Merger-related expenses 157 - 387 -
Other operating expenses 602 409 1,072 752
--------- --------- --------- ---------
Total general and administrative expenses 2,994 2,306 5,838 4,495
Net gain (loss) on real estate acquired through foreclosure 1 10 (48) (135)
--------- --------- --------- ---------
Total other expenses 2,995 2,316 5,790 4,360
--------- --------- --------- ---------
EARNINGS BEFORE INCOME TAXES 990 1,061 1,865 2,023
INCOME TAXES 462 437 904 833
--------- --------- --------- ---------
NET EARNINGS $ 528 $ 624 $ 961 $ 1,190
========= ========= ========= =========
EARNINGS PER SHARE - Basic $ 0.24 $ 0.28 $ 0.44 $ 0.53
========= ========= ========= =========
EARNINGS PER SHARE - Diluted $ 0.22 $ 0.27 $ 0.41 $ 0.51
========= ========= ========= =========
</TABLE>
2
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<TABLE>
<CAPTION>
SGV BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS) (UNAUDITED)
- -----------------------------------------------------------------------------------------------------------------------------
FOR THE SIX MONTHS
ENDED DECEMBER 31,
---------------------------
1999 1998
------------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 961 $ 1,190
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization 460 320
Loans originated for sale (2,891) (11,266)
Proceeds from sale of loans 2,932 10,455
Gain on sale of loans, net (16) (85)
Gain on sale of investments available for sale, net (36) (10)
Gain on sale of mortgage-backed securities available for sale, net (2)
Federal Home Loan Bank stock dividend (145) (126)
Increase in prepaid expenses and other assets (1,204) (2,538)
Amortization of deferred loan fees (70) (159)
Deferred loan origination costs (141) (228)
(Decrease) increase in accrued expenses and other liabilities (221) 343
Provision for loan losses 370 479
Provision for (recapture of) real estate losses 3 (45)
Premium amortization, net 188 386
Decrease (increase) in accrued interest receivable 57 (297)
Other, net 65 133
------------- ------------
Net cash provided by (used in) operating activities 312 (1,450)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investment securities available for sale (47,000) (65,871)
Proceeds from sale and redemption of investment securities available for sale 40,584 59,802
Purchase of mortgage-backed securities available for sale (10,153)
Proceeds from sale of mortgage-backed securities available for sale 6,931
Purchase of mortgage-backed securities held to maturity (667) (10,030)
Principal repayments on mortgage-backed securities 5,307 11,939
Loans funded, net (30,210) (35,521)
Loans purchased, net (13,454) (63,926)
Principal repayments on loans 27,815 46,993
Proceeds from sale of real estate 737 2,127
Purchase of premises and equipment (651) (71)
Purchase of Federal Home Loan Bank Stock (906)
Other, net (727) (37)
------------- ------------
Net cash used in investing activities (18,266) (58,723)
</TABLE>
3
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<TABLE>
<CAPTION>
SGV BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS) (UNAUDITED)(CONTINUED)
- -----------------------------------------------------------------------------------------------------------------
FOR THE SIX MONTHS
ENDED DECEMBER 31,
-----------------------------
1999 1998
------------- -------------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in certificate accounts $ 4,926 $ (4,603)
Net (decrease) increase in passbook , money market savings
NOW and non-interest-bearing accounts (7,615) 26,886
Purchase of deposit accounts 36,802
Proceeds from Federal Home Loan Bank advances 14,000 46,500
Repayment of Federal Home Loan Bank advances (28,085) (13,052)
Proceeds from securities sold under agreements to repurchase 4,300
Repayment of securities sold under agreements to repurchase (6,000)
Exercise of stock options 479
Purchase of treasury stock (2,486)
Other, net 298 215
------------- -------------
Net cash provided by financing activities 20,805 51,760
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,851 (8,413)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 9,515 20,008
------------- -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 12,366 $ 11,595
============= =============
SUPPLEMENTAL CASH FLOW DISCLOSURES
Cash paid during the period for:
Interest $ 10,062 $ 9,629
Income taxes, net 875 1,060
NONCASH INVESTING ACTIVITIES DURING THE PERIOD:
Real estate acquired through foreclosure 951
Change in net unrealized loss on investment securities and
mortgage-backed securities available for sale, net of taxes (292) (68)
</TABLE>
4
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SGV BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999
(UNAUDITED)
1. Basis of Presentation
---------------------
The accompanying unaudited consolidated financial statements include the
accounts of SGV Bancorp, Inc. (the "Company") and its wholly-owned subsidiary,
First Federal Savings and Loan Association of San Gabriel Valley (the
"Association") and its wholly-owned subsidiary, First Covina Service Company.
The interim consolidated financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management all necessary adjustments, consisting only of
normal recurring adjustments necessary for a fair presentation have been
included. The results of operations for the six-month period ended December 31,
1999 are not necessarily indicative of the results that may be expected for the
entire fiscal year.
These consolidated financial statements and the information under the
heading "Management's Discussion and Analysis of Results of Operations and
Financial Condition" should be read in conjunction with the audited consolidated
financial statements and notes thereto of SGV Bancorp, Inc. for the year ended
June 30, 1999 included in the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1999.
2. Earnings Per Share
------------------
Earnings per share reconciliation is as follows:
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
INCOME SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
-------------- ---------------- -------------
THREE MONTHS ENDED DECEMBER 31, 1999
--------------------------------------------------
<S> <C> <C> <C>
BASIC EPS
Income available to common stockholders $ 528,000 2,188,000 $ 0.24
EFFECT OF DILUTIVE SECURITIES
Incremental shares from assumed exercise
of outstanding options 160,000 (0.02)
-------------- ---------------- -------------
DILUTED EPS
Income available to common stockholders $ 528,000 2,348,000 $ 0.22
============== ================ =============
SIX MONTHS ENDED DECEMBER 31, 1999
--------------------------------------------------
BASIC EPS
Income available to common stockholders $ 961,000 2,183,000 $ 0.44
EFFECT OF DILUTIVE SECURITIES
Incremental shares from assumed exercise
of outstanding options 163,000 (0.03)
-------------- ---------------- -------------
DILUTED EPS
Income available to common stockholders $ 961,000 2,346,000 $ 0.41
============== ================ =============
5
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THREE MONTHS ENDED DECEMBER 31, 1998
--------------------------------------------------
BASIC EPS
Income available to common stockholders $ 624,000 2,208,000 $ 0.28
EFFECT OF DILUTIVE SECURITIES
Incremental shares from assumed exercise
of outstanding options - 68,000 (0.01)
-------------- ---------------- -------------
DILUTED EPS
Income available to common stockholders $ 624,000 2,276,000 $ 0.27
============== ================ =============
SIX MONTHS ENDED DECEMBER 31, 1998
--------------------------------------------------
BASIC EPS
Income available to common stockholders $ 1,190,000 2,254,000 $ 0.53
EFFECT OF DILUTIVE SECURITIES
Incremental shares from assumed exercise
of outstanding options - 83,000 (0.02)
-------------- ---------------- -------------
DILUTED EPS
Income available to common stockholders $ 1,190,000 2,337,000 $ 0.51
============== ================ =============
</TABLE>
3. Comprehensive Income
--------------------
The Company adopted Statement of Financial Accounting Standards No. 130,
REPORTING COMPREHENSIVE INCOME, effective July 1, 1998. The standard requires
that comprehensive income and its components be disclosed in the financial
statements. The Company's comprehensive income includes all items which comprise
net income plus the unrealized holding losses on available-for-sale securities.
For the three months and six months ended December 1999 and 1998, the Company's
comprehensive income was as follows:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
----------------------------------------------------
DECEMBER 31, 1999 DECEMBER 31, 1998
----------------------- -----------------------
(Dollars in thousands)
<S> <C> <C>
Net income $ 528 $ 624
Other comprehensive loss (129) (21)
----------------------- -----------------------
Total comprehensive income $ 399 $ 603
======================= =======================
FOR THE SIX MONTHS ENDED
----------------------------------------------------
DECEMBER 31, 1999 DECEMBER 31, 1998
----------------------- -----------------------
(Dollars in thousands)
Net income $ 961 $ 1,190
Other comprehensive loss (292) (68)
----------------------- -----------------------
Total comprehensive income $ 669 $ 1,122
======================= =======================
</TABLE>
4. Accounting Principles
---------------------
SFAS No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING
ACTIVITIES, was issued in June 1998 and establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, (collectively referred to as derivatives) and for
hedging activities. SFAS No. 133 is effective for all fiscal quarters of fiscal
years beginning after June 15, 1999. In July 1999, the Financial Accounting
Standards Board (FASB) issued SFAS No. 137, ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES - DEFERRAL OF THE EFFECTIVE DATE OF FASB
STATEMENT NO. 133, which delays the effective date of SFAS No. 133 to fiscal
years beginning after June 15, 2000. Earlier application is encouraged, but it
is permitted only as of the beginning of any fiscal quarter that begins after
June 1998. The adoption of the provisions of SFAS No. 133 as amended by SFAS No.
137 is not expected to have a material impact on the results of operations or
the financial position of the Company.
6
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5. Use of Estimates in the Preparation of Financial Statements
-----------------------------------------------------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the 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 period. Actual results could differ from those estimates.
Item 2. Management's Discussion and Analysis of Results of Operations and
-----------------------------------------------------------------
Financial Condition
--------------------
This Management's Discussion and Analysis should be read in conjunction
with the Management's Discussion and Analysis contained in the Company's Annual
Report on Form 10-K, which focuses upon relevant matters occurring during the
year ended June 30, 1999. Accordingly, the ensuing discussion focuses upon the
material matters at and for the three months and six months ended December 31,
1999.
GENERAL
- -------
The principal business of the Company is attracting retail deposits from
the general public and investing those deposits, together with funds generated
from operations and borrowings, primarily in one- to four-family residential
mortgage loans. To a lesser extent, the Company engages in secondary marketing
activities and invests in multi-family, commercial real estate, construction,
land and consumer loans. Loan sales come from loans held in the Company's
portfolio designated as being held for sale or originated during the period and
being so designated. The Company has historically retained the servicing rights
of loans sold, although it has recently sold loans to the secondary market on a
servicing released basis. The Company's revenues are derived principally from
interest on its mortgage loans, and to a lesser extent, interest and dividends
on its investment and mortgage-backed securities and income from loan servicing.
The Company's primary sources of funds are deposits, principal and interest
payments on loans, advances from the FHLB, securities sold under agreements to
repurchase and, to a lesser extent, proceeds from the sale of loans.
RECENT DEVELOPMENTS - ACQUISITION BY INDYMAC MORTGAGE HOLDINGS, INC.
- --------------------------------------------------------------------
On July 12, 1999, the Company and IndyMac Mortgage Holdings, Inc.
("IndyMac") entered into a definitive agreement pursuant to which IndyMac will
acquire the Company for cash. Under the terms of the merger agreement, each
share of the Company's common stock will be exchangeable for $25.00 in cash.
This price may be subject to adjustment as a result of changes in the net
portfolio value of certain assets and liabilities of the Company. In no event
will the purchase price be reduced below $22.50 or increased above $27.50 per
share. Based upon a per share price of $25.00, IndyMac will pay a total of
approximately $62.5 million to acquire all of the Company's shares outstanding
and subject to options. In accordance with the terms of the amended merger
agreement, IndyMac will be the surviving entity of the merger. The merger has
been approved by the shareholders of both companies in separate special meetings
held on December 14, 1999. The merger still requires the approval of certain
regulatory agencies. The merger is expected to be completed in the first half of
2000.
RESULTS OF OPERATIONS
- ---------------------
The Company posted net earnings of $528,000 for the three months ended
December 31, 1999 compared to net earnings of $624,000 for the three months
ended December 31, 1998. In regard to basic earnings per share, for the three
months ended December 31, 1999, net earnings were $0.24 compared to net earnings
of $0.28 for the three months ended December 31, 1998. For the six months ended
December 31, 1999, the net earnings were $961,000 as compared to $1,190,000 for
the six months ended December 31, 1998. In regard to basic earnings per share,
for the six months ended December 31, 1999, net earnings were $0.44 compared to
net earnings of $0.53 for the six months ended December 31, 1998. The net
earnings for the three and six months ended December 31, 1999 included
approximately $157,000 and $387,000, respectively, in expenses incurred in
connection with the pending merger with IndyMac Mortgage Holdings, Inc. (such
costs are not considered deductible under current tax laws; therefore, no tax
benefit has been provided).
7
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Net Interest Income
- -------------------
Net interest income before the provision for loan losses was $3.6 million
for the three months ended December 31, 1999 compared to $3.1 million for the
three months ended December 31, 1998. For the six months ended December 31,
1999, net interest income was $7.0 million as compared to $6.0 million for the
six months ended December 31, 1998.
Interest Income
- ---------------
Total interest income for the three months ended December 31, 1999 was
$8.7 million, an increase of $543,000 from the comparable period a year ago. The
increase in interest income was primarily due to the $37.8 million increase in
the average balance of interest-earning assets to $476.7 million for the three
months ended December 31, 1999 from $438.9 million for the three months ended
December 31, 1998. The majority of the growth in interest-earning assets is
attributed to the savings account acquisition from Citibank, California, a
federal savings bank in July 1999, which contributed approximately $37 million
in funds available for investment. The interest income on loans increased to
$7.0 million for the three months ended December 31, 1999 from $6.7 million for
the three months ended December 31, 1998. The increase in interest on loans was
due primarily to the increase in the average balance of loans receivable
outstanding to $369.1 million for the three months ended December 31, 1999 from
$345.1 million for the three months ended December 31, 1998. This increase was
partially offset by the decrease in the average yield on loans receivable to
7.56% for the three months ended December 31, 1999 compared to 7.79% for the
three months ended December 31, 1998 primarily due to a lower interest rate
environment for a majority of the past calendar year producing downward pressure
on lagging indices. Although interest rates have been increasing recently, the
lagging indices and loans indexed to such indices will increase, but at a slower
pace. For example, the Company has approximately 44% of its mortgage loans
indexed to the eleventh district cost of funds index (COFI) and this index
averaged 25 basis points lower during the three month period ending December 31,
1999 as compared to the three months ended December 31, 1998. The interest
income on mortgage-backed securities totaled $969,000 for the three months ended
December 31, 1999, slightly below the $980,000 posted for the comparable period
a year ago. Although the average balance outstanding declined to $58.8 million
for the three months ended December 31, 1999 from $63.9 million for the three
months ended December 31, 1998, the average yield on mortgage-backed securities
increased to 6.59% for the three months ended December 31, 1999 from 6.13% for
the comparable period a year ago. The interest income on investment securities
and other securities increased to $723,000 for the three months ended December
31, 1999 from $429,000 for the same period a year ago primarily as a result of
the increase in the average balances of such securities to $48.8 million from
$29.9 million for the same period a year ago.
Total interest income for the six months ended December 31, 1999 increased
to $17.1 million, representing a 9.3% increase from the $15.7 million in
interest income for six months ended December 31, 1998. The increase in interest
income was due to primarily to the $51.5 million increase in the average balance
of interest-earning assets to $473.5 million for the six months ended December
31, 1999. Partially offsetting this increase was the reduction in the overall
yield on interest-earning assets to 7.23% for the six months ended December 31,
1999 from 7.42% for the same period a year ago. Total interest income on loans
receivable increased to $13.8 million for the six months ended December 31,
1999, an increase of $1.1 million from the same period a year ago. This increase
was due to the $37.4 million increase in the average balance of loans receivable
to $364.1 million for the six months ended December 31, 1999, partially offset
by the 20 basis point reduction in the average yield to 7.55% for the current
period. Interest income on the mortgage-backed securities portfolio reflected a
slight decrease of $56,000 to $1.9 million for the six months ended December 31,
1999, due primarily to the reduction in the average balance of mortgage-backed
securities to $60.1 million for the current period from $63.4 million for the
same period a year ago. Interest on investment and other securities increased to
$1.4 million for the six months ended December 31, 1999 from $1.0 million for
the same period a year ago. This increase was due to the substantial increase in
the average balance of investment and other securities to $49.3 million for the
six months ended December 31, 1999 from $31.9 million for the same period a year
ago, partially offset by the 50 basis point decrease in the average yield to
5.78% for the current period. The decline in the overall yield on investment and
other securities was the result of maintaining higher short-term investments as
a result of the acquisition of the deposits from Citibank and the desire to
maintain higher liquidity in anticipation of a higher than usual need for cash
due to Y2K.
8
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Interest Expense
- ----------------
Total interest expense for the three months ended December 31, 1999 was
$5.1 million, a slight increase from the $5.0 million in interest expense for
the three months ended December 31, 1998. The increase in interest expense was
primarily due to the increase in the average balance of interest-bearing
liabilities to $440.3 million for the three months ended December 31, 1999 as
compared to $406.6 million for the three months ended December 31, 1998,
partially offset by the 32 basis point decrease in the average cost of
interest-bearing liabilities to 4.63% for the three months ended December 31,
1999. Interest expense on savings accounts increased to $3.8 million for the
three months ended December 31, 1999 from $3.4 million for the same period a
year ago. This increase was related to the $49.6 million increase in the average
balance of interest-bearing savings accounts to $345.7 million for the three
months ended December 31, 1999 due primarily to the acquisition of $35 million
in interest-bearing savings accounts from Citibank in July 1999. The increase in
interest expense from higher average balances was partially offset by the 30
basis point decrease in the average cost of savings accounts to 4.35% for the
three months ended December 31, 1999 from 4.65% for the same period a year ago.
Interest expense on borrowings decreased by $248,000 to $1.3 million for the
three months ended December 31, 1999 due to the $15.9 million decrease in the
average balance of borrowings to $94.7 million for the three months ended
December 31, 1999 and to the eight basis point decrease in the average cost of
borrowings to 5.67% for the three months ended December 31, 1999 from 5.75% for
the same period a year ago. The Company reduced its borrowings in the current
period primarily as a result of the cash received from the deposit acquisition
from Citibank in July 1999.
The total interest expense for the six months ended December 31, 1999
totaled $10.1 million, representing a $409,000 increase from the $9.7 million
for the same period a year ago. The increase in interest expense was due
primarily to the $48.6 million increase in the average balance of
interest-bearing liabilities to $437.6 million for the six months ended December
31, 1999, substantially offset by the 37 basis point decrease in the average
cost of interest-bearing liabilities to 4.62% for the current period. Interest
expense on deposit accounts increased to $7.4 million for the six months ended
December 31, 1999 from $6.8 million for the same period a year ago. This
increase was due to the $49.1 million increase in the average balance of deposit
accounts to $341.2 million for the six months ended December 31, 1999, partially
offset by the 33 basis point decrease in the average cost of deposits to 4.35%
for the current period. Interest expense on borrowings declined to $2.7 million
for the six months ended December 31, 1999 from $2.9 million for the same period
a year ago due primarily to the 30 basis point decline in the average cost of
borrowings to 5.61% for the six months ended December 31, 1999.
9
<PAGE> 12
Analysis of Net Interest Income
- -------------------------------
The following table sets forth average interest rates on the Company's
interest-earning assets and interest-bearing liabilities for the three month and
six month periods ended December 31, 1999 and December 31, 1998 (dollars are in
thousands and average balances are based on month-end amounts):
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
1999 1998 1999 1998
--------------- --------------- -------------- ----------------
AVERAGE YIELD AVERAGE YIELD AVERAGE YIELD AVERAGE YIELD
BALANCE RATE BALANCE RATE BALANCE RATE BALANCE RATE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Interest-earning assets:
Loans receivable $369,113 7.56% $345,125 7.79% $364,132 7.55% $326,667 7.75%
Mortgage-backed securities 58,811 6.59 63,924 6.13 60,067 6.49 63,360 6.33
Investment securities and other 48,808 5.93 29,886 5.74 49,316 5.78 31,931 6.28
--------- --------- --------- ---------
Total interest-earning assets 476,732 7.27% 438,935 7.41% 473,515 7.23% 421,958 7.42%
Noninterest-earning assets 16,537 14,296 16,497 13,848
--------- --------- --------- ---------
Total assets $493,269 $453,231 $490,012 $435,806
========= ========= ========= =========
LIABILITIES AND EQUITY:
Interest-bearing liabilities:
Savings accounts $345,657 4.35% $296,091 4.65% $341,248 4.35% $292,063 4.68%
Borrowings 94,686 5.67 110,553 5.75 96,384 5.61 96,967 5.91
--------- --------- --------- ---------
Total interest-bearing liabilities 440,343 4.63% 406,644 4.95% 437,632 4.62% 389,030 4.99%
Noninterest-bearing liabilities 19,740 15,497 19,483 15,335
Stockholders' equity 33,186 31,090 32,897 31,441
--------- --------- --------- ---------
Total liabilities and equity $493,269 $453,231 $490,012 $435,806
========= ========= ========= =========
Net interest rate spread 2.64% 2.46% 2.61% 2.43%
Net interest margin 2.99% 2.82% 2.96% 2.82%
Ratio of interest-earning assets to
interest-bearing liabilities 108.26% 107.94% 108.20% 108.46%
</TABLE>
The Company's average net interest spread increased to 2.64% for the three
months ended December 31, 1999 as compared to 2.46% for the three months ended
December 31, 1998. The increase was due primarily to the decrease in the cost of
interest-bearing liabilities to 4.63% for the three months ended December 31,
1999 from 4.95% for the three months ended December 31, 1998. The decrease in
the cost of interest-bearing liabilities was due to the continued increase in
the average balance of core deposits (comprised of passbook, money market and
interest-bearing checking accounts), which have an overall lower cost of funds,
and to the replacement of matured borrowings with deposits received from the
acquisition in July 1999 of $37 million in savings accounts from Citibank. This
decrease in the average cost of interest-bearing liabilities was partially
offset by the decrease in the overall yield on interest-earning assets to 7.27%
for the three months ended December 31, 1999 from 7.41% for the same period a
year ago primarily due to the impact of lower interest rates for a majority of
calendar 1999 resulting in lower initial yields on new loans funded and the
overall reduction in indices related to the Company's adjustable-rate mortgage
loans.
The overall yield on interest-earning assets declined by 14 basis points
to 7.27% for the three months ended December 31, 1999. The majority of the
decline was the result of the decrease in the average yield on loans receivable
to 7.56% for the three months ended December 31, 1999 from 7.79% for the three
months ended December 31, 1998. This decrease in yield was due primarily to the
decline in the COFI index which, on average, was 25 basis points lower during
the three months ended December 31, 1999 as compared to the same period a year
ago. The Company's adjustable rate loan portfolio comprises approximately 76% of
the total loan portfolio and the adjustable rate loans indexed to COFI comprise
44% of total loans. The average yield on mortgage-backed securities improved to
6.59% for the three months ended December 31, 1999 as compared to 6.13% for the
three months ended December 31, 1998 due primarily to the reduction in the
amortization of premiums related to the
10
<PAGE> 13
reduction in prepayment speeds resulting from rising interest rates. The average
yield on investment securities and other securities increased slightly to 5.93%
for the three months ended December 31, 1999 from 5.74% for three months ended
December 31, 1998. The Company's overall yield was slightly depressed as the
average balance of investment and other securities comprised over 10.2% of total
interest-earning assets during the three months ended December 31, 1999 as
compared to approximately 6.8% for the comparable period a year ago. This
increase was due to the maintenance of higher short-term investments received
from the Citibank deposit acquisition through the Y2K period.
The average yield on interest-earning assets declined to 7.23% for the six
months ended December 31, 1999 from 7.42% for the same period a year ago. The
decline in the overall yield was primarily the result of the 20 basis point
decline in the yield on the loan portfolio which decreased to 7.55% for the six
months ended December 31, 1999. The decline in the yield on the loan portfolio
was due to the aforementioned lower rates on COFI-based adjustable loans. The
yield on mortgage-backed securities improved slightly to 6.49% for the six
months ended December 31, 1999 from 6.33% for the same period a year ago due to
the decrease in the amortization of premiums resulting from the reduced
prepayment speeds. The yield on investment and other securities was 5.78% for
the six months ended December 31, 1999, representing a 50 basis points decline
from the same period a year ago. This decline was primarily due to the
maintenance of higher balances of short-term investments during the current
period following the funds received from the deposit acquisition.
The overall cost of interest-bearing liabilities declined to 4.63% for the
three months ended December 31, 1999 from 4.95% for the same period a year ago.
This was due to declines in both the average costs of savings accounts and
borrowings. The decrease in the average cost of savings accounts to 4.35% for
the three months ended December 31, 1999 from 4.65% for the same period a year
ago was the result of the $34.1 million increase in the average balance of core
deposits (passbook, money market and interest-bearing checking accounts), which
generally have a lower cost of funds than certificates of deposit, to $127.9
million for the three months ended December 31, 1999 from $93.8 million for the
same period a year ago. The growth in the core deposits was aided by the
Citibank deposit acquisition which contributed approximately $13.2 million in
core deposits in July 1999. The Company's average cost of borrowings decreased
slightly to 5.67% for the three months ended December 31, 1999 from 5.75% for
the same period a year ago as the Company renewed or paid-off existing
borrowings with those of lower rates.
For the six months ended December 31, 1999, the cost of interest-bearing
liabilities decreased to 4.62%, a decline of 37 basis points from 4.99% for the
same period a year ago. The overall decrease was due to the decline in both the
average cost of savings accounts and of borrowings. The average cost of savings
accounts declined by 33 basis points to 4.35% for the six months ended December
31, 1999 from 4.68% for the same period a year ago. The decline was due to the
$37.2 million increase in average core deposits, which generally have lower
interest rates, to $128.6 million for the six months ended December 31, 1999.
The average cost of borrowings for the six months ended December 31, 1999
declined by 30 basis points to 5.61% for the six months ended December 31, 1999,
primarily due to the replacement of matured borrowings with those of lower
rates.
Provision for Loan Losses
- -------------------------
The provision for loan losses totaled $160,000 for the three months ended
December 31, 1999 as compared to $210,000 for the three months ended December
31, 1998. The Company's provision for loan loss charge for the three months
ended December 31, 1999 was partially due to the charge-off of $100,000 in
consumer loans and to the increase in the allowance for loan losses related to
the increase in the loan portfolio during the quarter. For the six months ended
December 31, 1999 the provision for loan losses totaled $370,000, as compared to
$479,000 for the same period a year ago. The decline from a year ago is
primarily due to the decline in net charge-offs to $136,000 for the six months
ended December 31, 1999 as compared to $341,000 for the same period a year ago.
See "Financial Condition."
Other Income
- ------------
Other income increased slightly to $577,000 for the three months ended
December 31, 1999 from $493,000 for the three months ended December 31, 1998 The
Company's fee income on savings accounts increased by $58,000 to $202,000 for
the three months ended December 31, 1999 as compared to the same period a
11
<PAGE> 14
year ago due to the increase in core deposits and the deposit acquisition. The
Company also posted $65,000 in net gains on sales of investments available for
sale and for mark-to-market adjustments in the investments underlying the
Company's deferred compensation plans in the three months ended December 31,
1999 as compared to a net of zero for the comparable period a year ago. For the
six months ended December 31, 1999, other income increased approximately
$108,000 to $1.0 million. The majority of the increase was due to increased fee
income on savings accounts which increased by $108,000 to $396,000 for the six
months ended December 31, 1999 from $288,000 for the same period a year ago. See
" Financial Condition."
Other Expenses
- --------------
The Company's other expenses increased to $3.0 million for the three
months ended December 31, 1999 as compared to $2.3 million for the three months
ended December 31, 1998. The Company incurred approximately $157,000 in costs
for its pending merger with IndyMac Mortgage Holdings, Inc. during the three
months ended December 31, 1999. Compensation and other employee costs increased
approximately $285,000 to $1.5 million for the three months ended December 31,
1999 due to additional employees, partially related to the branch office
purchased from Citibank, and to the increase in stock-related compensation plans
as a result of the increase in the value of the Company's common stock. All of
the other categories of other expenses reflected increases due to the operation
of an additional branch in the three months ended December 31, 1999 as compared
to the same period a year ago. Included in other expenses was approximately
$93,000 in amortization of the goodwill associated with the premiums paid on the
deposits acquired from Citibank and from a prior acquisition. For the six months
ended December 31, 1999, the Company's other expenses increased to $5.8 million
from $4.4 million for the same period a year ago. The Company's costs for the
pending merger with IndyMac totaled $387,000 for the six months ended December
31, 1999. Compensation and other employee costs increased to $3.0 million for
the six months ended December 31, 1999 compared to $2.5 million for the same
period a year ago due primarily to increased costs for stock-related
compensation plans and additional personnel. Data processing and equipment
charges increased by approximately $84,000 in the three months ended December
31, 1999 to $659,000 due primarily to the Citibank acquisition. Other operating
expenses increased to $1.1 million, an increase of $320,000 due to increased
amortization of goodwill related to the deposit acquisition, the initial costs
to convert and acquire the deposits from Citibank, and to a lessor extent on
Y2K- related issues.
Income Taxes
- ------------
The Company's income taxes increased to $462,000 for the three months
ended December 31, 1999 compared to $437,000 in income taxes for the three
months ended December 31, 1998. The increase in taxes was primarily due to the
expected non-deductibility of the $157,000 in costs incurred regarding the
pending merger with IndyMac Mortgage Holdings, Inc. As a result of these
non-deductible expenses, the effective tax rate for the three months ended
December 31, 1999 increased to 46.7% from 41.2% for the three months ended
December 31, 1998. For the six months ended December 31, 1999, total taxes were
$904,000, a $71,000 increase from the $833,000 in total taxes accrued for the
same period a year ago. As for the six months ended December 31, 1999, the
increase in taxes was due to the expected non-deductibility of the $387,000 in
costs incurred regarding the pending merger with IndyMac. As a result, the
effective tax rate for the six months ended December 31, 1999 increased to 48.5%
from 41.2% for the same period a year ago.
FINANCIAL CONDITION
- -------------------
The Company's total assets increased to $489.8 million at December 31,
1999 from $468.7 million in total assets at June 30, 1999. The Company's loans
receivable held for investment increased by $16.2 million to $371.2 million at
December 31, 1999 compared to $355.0 million at June 30, 1999. The growth in the
loan portfolio was due to the origination and purchase of $45.8 million in
mortgage loans during the six months ended December 31, 1999. Due to the recent
increase in interest rates, the level of prepayments declined significantly from
that experienced during most of fiscal 1999. Total principal repayments on loans
received during the six months ended December 31, 1999 was $27.8 million as
compared to $47.0 million for the same period a year ago. The Company's
investment in short-term investments and overnight federal funds sold increased
to $22.1 million at December 31, 1999 from $14.4 million at June 30, 1999
primarily due to the receipt of cash from the settlement of
12
<PAGE> 15
the deposit acquisition from Citibank and the desire to maintain higher
short-term investments in anticipation of a higher than normal cash need due to
Y2K.
During the six months ended December 31, 1999, the Company originated and
purchased for investment a total of $42.9 million in mortgage loans as compared
to the $99.4 million purchased and originated in the six month period ended
December 31, 1998. In regards to the loans funded for portfolio during the six
months ended December 31, 1999, approximately 94% were adjustable rate mortgage
loans as fixed-rate loan rates rose significantly during the six months ended
December 31, 1999 which curtailed interest in this type of loan. Also, as a
result of the increase in interest rates for fixed rate mortgage loans, the
Company only originated $2.9 million in loans held for sale and an equal amount
in mortgage loans to the secondary market during the six months ended December
31, 1999. The total mortgage-backed securities portfolio declined to $57.6
million at December 31, 1999 from $62.6 million at June 30, 1999, primarily as a
result of principal reductions as the Company only purchased $667,000 during the
six months ended December 31, 1999. The Company's other assets increased during
the six months ended December 31, 1999 primarily due to the $1.3 million in
deposit premiums related to the Citibank acquisition.
The Company's non-performing assets totaled $1.9 million at December 31,
1999 compared to $2.4 million at June 30, 1999. The decrease in non-performing
assets was due primarily to the decrease in the balance of real estate acquired
in settlement of loans which totaled $142,000 at December 31, 1999 versus
$827,000 at June 30, 1999. This improvement was partially offset by the slight
increase in non-performing loans to $1.8 million at December 31, 1999 from $1.5
million at June 30, 1999. This change reduced the Company's ratio of
non-performing assets to total assets to 0.39% at December 31, 1999 from 0.50%
at June 30, 1999.
The following table sets forth the non-performing assets at December 31,
1999 and June 30, 1999:
<TABLE>
<CAPTION>
DECEMBER 31, 1999 JUNE 30, 1999
----------------------- ----------------------
(Dollars in thousands)
<S> <C> <C>
Non-accrual loans $ 1,753 $ 1,524
Real estate acquired through foreclosure 142 827
Non-performing assets -------------- --------------
$ 1,895 $ 2,351
============== ==============
Non-performing assets as a percent
of total assets 0.39% 0.50%
Non-performing loans as a percent
of gross loans receivable 0.47% 0.43%
</TABLE>
The Company considers a loan impaired when it is probable that the Company
will be unable to collect all contractual principal and interest payments under
the terms of the loan agreement. Loans are evaluated for impairment as part of
the Company's normal internal asset review process. The Company applies the
measurement provisions of SFAS No. 114, as amended by SFAS No. 118, to all loans
in its portfolio with the exception of one- to four-family residential mortgage
loans and consumer lines of credit which are evaluated on a collective basis for
impairment. Also, loans which have delays in payments of less than four months
are not necessarily considered impaired unless other factors apply to the loans.
The accrual of interest income on impaired loans is discontinued when, in
management's opinion, the borrower may be unable to meet payments as they become
due. When the interest accrual is discontinued, all unpaid accrued interest is
reversed. Interest income is subsequently recognized only to the extent cash
payments are received. Where impairment is considered temporary, an allowance is
established. Impaired loans which are performing under the contractual terms are
reported as performing loans, and cash payments are allocated to principal and
interest in accordance with the terms of the loan. For those loans which are
reviewed individually for impairment, at December 31, 1999, the Company had
classified one loan totaling $185,000 as impaired with no specific reserves and
had no such loans classified as impaired at June 30, 1999 with no specific
reserves as determined in accordance with SFAS No. 114, as amended by SFAS No.
118. In addition, the Company had $1.6 million and $1.5 million at December 31,
1999 and June 30, 1999, respectively, in impaired loans, which were collectively
evaluated for impairment with $256,000 and $238,000 in reserves set aside as of
December 31, 1999 and June 30, 1999, respectively. The average recorded
investment in impaired loans,
13
<PAGE> 16
inclusive of those evaluated collectively, during the six months ended December
31, 1999, was $1.6 million, whereas, the average for the twelve months ended
June 30, 1999 was $1.9 million.
The Company, in consideration of the current economic environment and the
condition of the loan portfolio, maintained the allowance for loan losses at
December 31, 1999 at $2.1 million. Although loans on non-accrual status have
increased slightly to $1.8 million at December 31, 1999 from $1.5 million at
June 30, 1999, the allowance for loan losses is maintained at an amount
management considers adequate to cover estimated losses in loans receivable
which are deemed probable and estimable. The allowance is based upon a number of
factors, including current economic conditions, actual loss experience and
industry trends. The Company's non-performing loans are primarily made up of
one- to four-family residential mortgage loans.
The following table sets forth the activity in the Company's allowance for
loan losses for the six months ended December 31, 1999:
<TABLE>
<CAPTION>
ACTIVITY FOR THE SIX MONTHS ENDED
DECEMBER 31, 1999
----------------------------------------
(Dollars in thousands)
<CAPTION>
<S> <C>
Balance at June 30, 1999 $ 1,845
Add:
Provision for loan losses 370
Recoveries of previous charge-offs 9
Less:
Charge-off of consumer loans 144
Charge-off of real estate loans 0
-----------------
Balance at December 31, 1999 $ 2,080
=================
</TABLE>
The Company's total liabilities increased to $456.0 million at December
31, 1999 from $436.4 million at June 30, 1999. Total deposit accounts increased
$34.1 million to $358.2 million at December 31, 1999 from $324.1 million at June
30, 1999, primarily as a result of the acquisition of deposit accounts from
Citibank in July 1999. The Company decreased its borrowings from the FHLB by
$14.1 million during the three months ended December 31, 1999 as the Company
used a portion of the cash received from the acquisition of the Citibank
deposits to allow maturing short-term FHLB borrowings to roll off. Also, an
additional $14.0 million in FHLB borrowings which matured during the six months
ending December 31, 1999 were renewed into five-year terms to assist in the
lengthening of the average life of the Company's liabilities and lessen its
interest-rate sensitivity. The Company continues to utilize FHLB advances and
securities sold under agreements to repurchase as part of its asset and
liability management strategy.
The Company's stockholders' equity increased to $33.8 million at December
31, 1999 from $32.4 million at June 30, 1999 primarily as a result of the net
earnings for the six months ending December 31, 1999 and due to the exercise of
approximately 45,000 in vested options in December 1999. The common stock issued
on behalf of the exercised options was from the Company's treasury stock.
LIQUIDITY
- ---------
The Company's primary sources of funds are deposits, principal and
interest payments on loans and mortgage-backed securities, FHLB advances,
securities sold under agreements to repurchase, increases in deposits and, to a
lesser extent, proceeds from the sale of loans and investments. While maturities
and scheduled amortization of loans are predictable sources of funds, deposit
flows and mortgage prepayments are greatly influenced by general interest rates,
economic conditions and competition.
The Association, by regulation, must maintain its liquidity ratio at no
less than 4.0% of deposits and short-term borrowings. Liquidity represents cash
and the majority of the Company's investments which are not committed or pledged
to specific liabilities. The Association's average liquidity ratio for December
31, 1999 and December 31, 1998 was 17.84% and 15.56%, respectively.
14
<PAGE> 17
COMMITMENTS AND CONTINGENT LIABILITIES
- --------------------------------------
At December 31, 1999, there were no material changes to the Company's
commitments or contingent liabilities from the period ended June 30, 1999 as
discussed in the Company's notes to the consolidated financial statements
reflected in the audited consolidated financial statements of SGV Bancorp, Inc.,
for the year ended June 30, 1999 included in the Annual Report on Form 10-K for
the year ended June 30, 1999. At December 31, 1999, the Company had outstanding
commitments to originate or purchase mortgage loans of $1.8 million, as compared
to $4.8 million at June 30, 1999.
REGULATORY CAPITAL
- ------------------
The Office of Thrift Supervision (OTS) capital regulations require savings
institutions to meet three minimum capital requirements: a 1.5% tangible capital
ratio, a 3% leverage (core capital) ratio and an 8% risk-based capital ratio.
The core capital requirement has been effectively increased to 4% because the
prompt corrective action legislation provides that institutions with less than
4% core capital will be deemed "undercapitalized". In addition, the OTS, under
the prompt corrective action regulation can impose various constraints on
institutions depending on their level of capitalization ranging from
well-capitalized to critically undercapitalized. At December 31, 1999, the
Association was considered "well-capitalized".
The Association was in compliance with the capital requirements in effect
as of December 31, 1999. The following table reflects the required ratios and
the actual capital ratios of the Association at December 31, 1999:
<TABLE>
<CAPTION>
CAPITAL
---------------------------
ACTUAL REQUIRED EXCESS ACTUAL REQUIRED
CAPITAL CAPITAL AMOUNT PERCENT PERCENT
----------- ---------- ---------- ----------- -------------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Tangible $ 31,535 $ 7,339 $ 24,196 6.45% 1.50%
Core $ 31,535 $19,570 $ 11,965 6.45% 4.00%
Risk-based $ 33,359 $21,054 $ 12,305 12.68% 8.00%
</TABLE>
PRIVATE SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT
- --------------------------------------------------------------
In addition to historical information, this Form 10-Q may include
forward-looking statements based on current management expectations. The
Company's actual results could differ materially from management's expectations.
Factors that could cause future results to vary from current management
expectations include, but are not limited to, general economic conditions,
legislative and regulatory changes, monetary and fiscal policies of the federal
government, changes in tax policies, rates and regulations of federal, state and
local tax authorities, changes in interest rates, deposit flows, the cost of
funds, demand for loan products, demand for financial services, competition,
changes in the quality or composition of the Company's loan and investment
portfolios, changes in accounting principles, policies or guidelines, and other
economic, competitive, governmental and technological factors affecting the
Company's operations, markets, products, services and prices. Further
description of the risks and uncertainties to the business of the Company are
included in detail in the Company's Form 10-K for the fiscal year ended June 30,
1999.
YEAR 2000
- ---------
As of January 31, 2000, the Company has experienced no disruptions or
problems regarding the year 2000 changeover. As part of the Company's Y2K plan,
on January 1, 2000, the Company tested and sampled internal systems including
its primary third-party data processor, telecommunication systems, automated
teller machines and related third-party vendors supporting these machines,
various third-party software applications and the Company's ability to interface
with its correspondent banks such as the Federal Reserve Bank of San Francisco.
All sampling
15
<PAGE> 18
and testing completed on January 1, 2000 indicated all systems were operating as
normal. Through January 31, 2000, all of the Company's internal hardware and
software continue to operate as normal and to-date, and to the Company's
knowledge, all vendors utilized by the Company in its daily operations are
operating normally and have not indicated any Y2K anomalies.
As of January 31, 2000, there has been no indication of any misstatement
or misrepresentation of any deposit or loan customer financial position based
upon the records of the Company. Also, from the deposit or loan customers
perspective, no customers have advised the Company that they are having any
Y2K-related issues which would present any financial exposure to the Company.
The Company will continue to monitor and oversee all internal operations
and be in contact with its vendors regarding the upcoming dates (such as
February 29, 2000) which are identified as presenting potential Y2K issues.
Based upon the successful transition through the January 1, 2000 rollover period
and the previously conducted testing, the Company does not anticipate any
significant problems to arise.
The Company's expenditures for the Y2K effort total approximately $222,000
through December 31, 1999, which is below the expected total of $260,000 (these
costs exclude approximately $700,000 in hardware and software purchased in
1997). A significant portion of the estimated costs incurred for the Y2K effort
was the use of internal staff resources which totaled approximately $168,000.
The Company does not expect to incur any material costs over the next few months
in regards to Y2K.
RECENT LEGISLATION
- ------------------
Recent legislation designed to modernize the regulation of the financial
services industry expands the ability of bank holding companies to affiliate
with other types of financial services companies such as insurance companies and
investment banking companies. However, the legislation provides that companies
that acquire control of a single savings association after May 4, 1999 (or that
filed an application for that purpose after that date) are not entitled to the
unrestricted activities formerly allowed for a unitary savings and loan holding
company. Rather, these companies will have authority to engage in the activities
permitted "a financial holding company" under the new legislation, including
insurance and securities-related activities, and the activities currently
permitted for multiple savings and loan holding companies, but generally not in
commercial activities. The authority for unrestricted activities is
grandfathered for unitary savings and loan holding companies, such as the
Company, that existed prior to May 4, 1999. However, the authority for
unrestricted activities would not apply to any company that acquired the
Company. Accordingly, it is likely that after the consummation of the Company's
acquisition by IndyMac Mortgage Holdings, Inc., IndyMac will not be entitled to
engage in the unrestricted activities in which the Company is currently
authorized to engage.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
---------------------------------------------------------
MANAGEMENT OF INTEREST RATE RISK
- --------------------------------
The Company's profitability is dependent to a large extent upon its net
interest income, which is the difference between its interest income on
interest-earning assets, such as loans and investments, and its interest expense
on interest-bearing liabilities, such as deposits and borrowings. To manage its
interest rate risk, the Company has utilized the following strategies: (i)
emphasizing the origination and/or purchase of adjustable-rate one- to
four-family mortgage loans for portfolio; (ii) selling to the secondary market
the majority of the fixed-rate mortgage loans originated; and (iii) attempting
to reduce the overall interest rate sensitivity of liabilities by emphasizing
core and longer-term deposits, utilizing FHLB advances and securities sold under
agreements to repurchase.
The Association's interest rate sensitivity is monitored by management
through the use of an internally generated model which estimates the change in
net portfolio value ("NPV") over a range of interest rate scenarios. NPV is the
present value of expected cash flows from assets, liabilities and off-balance
sheet contracts. An NPV Ratio, in any interest rate scenario, is defined as the
NPV in that scenario divided by the market value of assets in
16
<PAGE> 19
the same scenario. The Sensitivity Measure is the decline in the NPV Ratio, in
basis points, caused by a 2% increase or decrease in rates, whichever produces a
larger decline. The higher an institution's Sensitivity Measure is, the greater
its exposure to interest rate risk is considered to be. The OTS also produces a
similar analysis using its own model, based upon data submitted on the
Association's quarterly Thrift Financial Reports.
As of December 31, 1999, the Association's Sensitivity Measure, as
measured by the Association, was 1.61%. The Sensitivity Measure as measured by
the OTS, will not be available until later in the first quarter of calendar
2000. Historically, the differences between the two measurements are partially
attributed to differences in assigning various prepayment rates, decay rates and
discount rates. The Association compares the results from the OTS with its
internally generated results and provides the Board of Directors a comparison to
determine if there is any additional risk.
In addition to monitoring selected measures of NPV, management also
monitors effects on net interest income resulting from changes in interest
rates. These measures are used in conjunction with NPV measures to identify
potential interest rate risk. The Association projects net interest income for
the next 12-month period, based upon certain specific assumptions. For the years
ended June 30, 1999, 1998 and 1997, the forecasted net interest income in the
existing rate environment (held constant for the period) for interest rate risk
management purposes was $11.5 million, $10.2 million, and $8.1 million,
respectively, compared to the actual net interest income recorded of $12.4
million, $10.9 million, and $9.6 million, respectively.
Certain shortcomings are inherent in the methodology used in the above
interest rate risk measurements. Modeling changes in NPV requires the making of
certain assumptions which may tend to oversimplify the manner in which actual
yields and costs respond to changes in market interest rates. First, the models
assume that the composition of the Association's interest sensitive assets and
liabilities existing at the beginning of a period remains constant over the
period being measured. Second, the models assume that a particular change in
interest rates is reflected uniformly across the yield curve regardless of
duration to maturity or repricing of specific assets and liabilities. Third, the
model does not take into account the Association's business or strategic plans.
Accordingly, although the NPV measurements and interest income models do provide
an indication of the Association's interest rate risk exposure at a particular
point in time, such measurements are not intended to and do not provide a
precise forecast of the effect of changes in market interest rates on the
Association's net interest income and will differ from actual results.
17
<PAGE> 20
The following table sets forth, at December 31, 1999 and June 30, 1999, an
analysis of the Association's internal report of its interest rate risk measured
by the estimated changes in the NPV resulting from instantaneous and sustained
parallel shifts in the yield curve (+/-300 basis points, measured in 100 basis
point increments).
<TABLE>
<CAPTION>
CHANGE IN NET PORTFOLIO VALUE - DECEMBER 31, 1999
INTEREST RATES ---------------------------------------------------------
IN BASIS POINTS NPV AS A % OF
(RATE SHOCK) CHANGE PRESENT VALUE
AMOUNT $ ASSETS
-------------- --------------- --------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
300 $ 26,988 $ (14,555) 5.69%
200 32,536 (9,007) 6.74%
100 37,391 (4,152) 7.63%
-- 41,544 - 8.35%
(100) 42,867 1,323 8.55%
(200) 41,017 (527) 8.16%
(300) 39,858 (1,686) 7.90%
CHANGE IN NET PORTFOLIO VALUE - JUNE 30, 1999
INTEREST RATES ---------------------------------------------------------
IN BASIS POINTS NPV AS A % OF
(RATE SHOCK) CHANGE PRESENT VALUE
AMOUNT $ ASSETS
-------------- --------------- --------------------
(DOLLARS IN THOUSANDS)
300 $ 26,429 $ (14,378) 5.68%
200 32,065 (8,742) 6.79%
100 36,939 (3,868) 7.71%
-- 40,807 - 8.41%
(100) 39,691 (1,115) 8.28%
(200) 39,976 (831) 8.29%
(300) 41,642 836 8.55%
</TABLE>
At December 31, 1999, the Association was generally more sensitive to
rising interest rates than was evident at June 30, 1999. Although there has been
an increase in the overall interest rate environment from June 30, 1999, the
increased sensitivity resulting from these higher interest rates have been
partially offset by the increase in core deposits, primarily due to the deposit
acquisition, and the replacement of $14 million in short-term borrowings with
those of longer terms. In comparing the Association's NPV as a percent of
present value assets in the current interest rate environment for December 31,
1999 and June 30, 1999, the ratios reflect a very slight decline to 8.35% from
8.41%. Also, the changes evident in the falling interest rate environments are
primarily due to changes in the estimated decay rates of core deposits.
In regards to the application of the above analysis on the pending merger
with IndyMac, the figures presented above are only intended to provide an
indication of relative interest rate sensitivity of the Association at December
31, 1999 and June 30, 1999. As defined in the original merger agreement dated
July 12, 1999 and the amended and restated merger agreement, dated October 25,
1999, there are several adjustments which must be considered before arriving at
an overall NPV which can be used as outlined in the merger agreement. Such
adjustments include, but are not limited to, the additional equity of the
holding company (adjusted for intercompany eliminations), exercise of stock
options, expenses incurred in connection with the pending merger and a review of
the assumptions used in developing the NPV analysis.
Although the Company does provide IndyMac with an analysis of the
Association's NPV on a periodic basis (including the NPV analysis as of December
31, 1999) and provides a summary of the adjustments for items as outlined in the
merger agreement, IndyMac has twenty business days to review this adjusted NPV
and question or comment on the analysis. The December 31, 1999 NPV analysis is
currently undergoing this review process. For further information on NPV in
context with the pending merger, please refer to the merger agreements as noted
above.
18
<PAGE> 21
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
The Company is involved as plaintiff or defendant in various legal actions
incident to its business, none of which is believed by management to be material
to the financial condition of the Company.
Item 2. Changes in Securities
---------------------
None.
Item 3. Defaults in Securities
----------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
The Company held its Annual Meeting of Shareholders on November 18, 1999.
At the Annual Meeting, the shareholders elected Thomas A. Patronite and John D.
Randall to three-year terms. Directors Royce A. Stutzman, Barrett G. Andersen,
Irven G. Reynolds and Benjamin S. Wong have terms of office that continued after
the Annual Meeting. The shareholders also ratified the appointment of Deloitte &
Touche LLP as independent auditors of the Company for the year ending June 30,
2000.
The vote on each matter was as follows:
1. For Directors: BROKER
FOR WITHHELD ABSTAIN NON-VOTES
Thomas A. Patronite 1,962,359 13,514 -- --
John D. Randall 1,962,359 13,514 -- --
2. Other Matters:
Ratification of the appointment
of Deloitte & Touche LLP as
independent auditors for the
Company 1,969,028 3,240 3,605 --
The Company held a Special Meeting of Shareholders on December 14, 1999.
At this Special Meeting, the shareholders approved the Amended and Restated
Agreement and Plan of Merger by and between SGV Bancorp, Inc. and IndyMac
Mortgage Holdings, Inc.
Approval of the Amended and BROKER
Restated Agreement and Plan of FOR AGAINST ABSTAIN NON-VOTES
Merger with IndyMac Mortgage
Holdings Inc. 1,659,903 4,605 6,500 --
Item 5. Other Information
-----------------
None.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) The following exhibits are filed as part of this report:
2.1 Agreement and Plan of Merger By and Between SGV Bancorp, Inc. and
IndyMac Mortgage Holdings, Inc., Dated as of July 12, 1999**
19
<PAGE> 22
2.2 Amended and Restated Plan of Merger By and Between SGV Bancorp, Inc.
and IndyMac Mortgage Holdings, Inc., Dated as of July 12, 1999 and
Amended and Restated as of October 25, 1999 ***
3.1 Certificate of Incorporation of SGV Bancorp, Inc. *
3.2 Bylaws of SGV Bancorp, Inc. *
27.0 Financial data schedule (filed herewith).
(b) Reports on Form 8-K none.
- -------------------
* Incorporated herein by reference from the Exhibits to the Registration
Statement on Form S-1, as amended, filed on March 6, 1995 and declared
effective on May 9, 1995, Registration No. 33-90018.
** Incorporated by reference from the Form 8-K (File No. 000-25664) filed
with the SEC on July 14, 1999.
*** Incorporated herein by reference from the appendices to the definitive
merger proxy statement filed on November 5, 1999.
20
<PAGE> 23
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SGV BANCORP, INC.
February 3, 2000 /s/ Barrett G. Andersen
- ---------------------------- --------------------------------------
Date Barrett G. Andersen
President and Chief Executive Officer
February 3, 2000 /s/ Ronald A. Ott
- ----------------------------- --------------------------------------
Date Ronald A. Ott
Executive Vice President
Chief Financial Officer and Treasurer
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary information extracted from the Form 10-Q and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000940511
<NAME> SGV Bancorp, Inc.
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> DEC-31-1999
<EXCHANGE-RATE> 1
<CASH> 5,231,000
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 7,135,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 54,408,000
<INVESTMENTS-CARRYING> 35,228,000
<INVESTMENTS-MARKET> 33,860,000
<LOANS> 373,337,000
<ALLOWANCE> 2,080,000
<TOTAL-ASSETS> 489,779,000
<DEPOSITS> 358,219,000
<SHORT-TERM> 0
<LIABILITIES-OTHER> 3,827,000
<LONG-TERM> 93,917,000
0
0
<COMMON> 27,000
<OTHER-SE> 33,789,000
<TOTAL-LIABILITIES-AND-EQUITY> 489,779,000
<INTEREST-LOAN> 13,754,000
<INTEREST-INVEST> 3,119,000
<INTEREST-OTHER> 254,000
<INTEREST-TOTAL> 17,127,000
<INTEREST-DEPOSIT> 7,414,000
<INTEREST-EXPENSE> 10,116,000
<INTEREST-INCOME-NET> 7,011,000
<LOAN-LOSSES> 370,000
<SECURITIES-GAINS> 36,000
<EXPENSE-OTHER> 4,812,000
<INCOME-PRETAX> 1,865,000
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 961,000
<EPS-BASIC> 0.44
<EPS-DILUTED> 0.41
<YIELD-ACTUAL> 7.23
<LOANS-NON> 1,753,000
<LOANS-PAST> 0
<LOANS-TROUBLED> 443,000
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,845,000
<CHARGE-OFFS> 144,000
<RECOVERIES> 9,000
<ALLOWANCE-CLOSE> 2,080,000
<ALLOWANCE-DOMESTIC> 2,080,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
