<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________________ TO __________________
COMMISSION FILE NUMBER: 0-21231
MATRIX CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
COLORADO 84-1233716
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1380 LAWRENCE STREET, SUITE 1410
DENVER, COLORADO 80204
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 595-9898
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 [_]
Number of shares of Common Stock ($.0001 par value) outstanding at the
close of business on November 9, 1998 was 6,705,605 shares.
<PAGE>
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
ITEM 1. Financial Statements
<S> <C>
Condensed Consolidated Balance Sheets
September 30, 1998 (unaudited) and December 31, 1997......................... 3
Condensed Consolidated Statements of Income
Three and nine months ended September 30, 1998 and 1997 (unaudited).......... 4
Condensed Consolidated Statements of Changes in Shareholders' Equity
Nine months ended September 30, 1998 and 1997 (unaudited).................... 5
Condensed Consolidated Statements of Cash Flows
Nine months ended September 30, 1998 and 1997 (unaudited).................... 6
Notes to Unaudited Condensed Consolidated Financial Statements................... 7
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations........................................................11
</TABLE>
PART II - OTHER INFORMATION
<TABLE>
<CAPTION>
<S> <C>
ITEM 1. Legal Proceedings................................................................24
ITEM 2. Changes in Securities and Use of Proceeds........................................25
ITEM 3. Defaults Upon Senior Securities..................................................25
ITEM 4. Submissions of Matters to a Vote of Security Holders.............................25
ITEM 5. Other Information................................................................25
ITEM 6. Exhibits and Reports on Form 8-K.................................................25
SIGNATURES..................................................................................26
</TABLE>
2
<PAGE>
Part I - Financial Information
ITEM 1. FINANCIAL STATEMENTS
Matrix Capital Corporation
Condensed Consolidated Balance Sheets
(Dollars in thousands)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------------- -------------------
ASSETS (unaudited)
<S> <C> <C>
Cash $ 14,316 $ 3,296
Interest-earning deposits 26,364 6,337
Loans held for sale, net 672,637 456,978
Loans held for investment, net 80,827 54,394
Mortgage servicing rights, net 47,332 36,440
Other receivables 58,609 22,695
Federal Home Loan Bank of Dallas stock 10,858 8,700
Premises and equipment, net 10,428 9,012
Other assets 8,236 8,893
------------------- -------------------
Total assets $ 929,607 $ 606,745
=================== ===================
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Deposits $ 391,786 $ 224,982
Custodial escrow balances 94,067 53,760
Drafts payable 7,367 7,506
Payable for purchase of mortgage servicing rights 7,278 8,660
Federal Home Loan Bank of Dallas borrowings 200,000 171,943
Borrowed money 170,943 89,909
Other liabilities 9,584 9,192
Income taxes payable 883 183
------------------- -------------------
Total liabilities 881,908 566,135
Commitments and contingencies
Shareholders' equity:
Preferred stock, par value $.0001; authorized 5,000,000 shares; no shares
outstanding
Common stock, par value $.0001; authorized 50,000,000 shares; issued and
outstanding 6,705,605 and 6,703,880 at September 30, 1998 and December 31,
1997, respectively 1 1
Additional paid in capital 22,206 22,185
Retained earnings 25,492 18,424
------------------- -------------------
Total shareholders' equity 47,699 40,610
------------------- -------------------
Total liabilities and shareholders' equity $ 929,607 $ 606,745
=================== ===================
</TABLE>
See accompanying notes.
3
<PAGE>
Matrix Capital Corporation
Condensed Consolidated Statements of Income
(Dollars in thousands except per share information)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1998 1997 1998 1997
----------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans $ 16,323 $ 8,809 $ 41,200 $ 21,372
Interest-earning deposits 301 231 829 790
----------- ----------- ----------- -----------
Total interest income 16,624 9,040 42,029 22,162
INTEREST EXPENSE
Deposits 4,431 2,318 11,149 6,155
Borrowings 5,256 2,808 14,143 6,322
----------- ----------- ----------- -----------
Total interest expense 9,687 5,126 25,292 12,477
----------- ----------- ----------- -----------
Net interest income before provision for loan and
valuation losses 6,937 3,914 16,737 9,685
Provision for loan and valuation losses 492 237 1,480 534
----------- ----------- ----------- -----------
Net interest income 6,445 3,677 15,257 9,151
NONINTEREST INCOME
Loan administration 4,570 3,782 12,900 12,045
Brokerage 1,981 842 5,522 2,781
Trust services 1,001 806 3,092 2,574
Gain on sale of loans 143 1,044 1,947 1,898
Gain on sale of mortgage servicing rights - 150 803 2,503
Loan origination 1,708 1,299 4,577 2,916
Other 1,923 1,146 4,750 2,683
----------- ----------- ----------- -----------
Total noninterest income 11,326 9,069 33,591 27,400
NONINTEREST EXPENSE
Compensation and employee benefits 5,374 3,630 15,741 10,511
Amortization of mortgage servicing rights 3,185 1,545 7,041 4,720
Occupancy and equipment 824 557 2,247 1,533
Postage and communication 543 412 1,748 1,075
Professional fees 580 271 1,205 687
Data processing 331 213 1,041 579
Losses related to recourse sales - - - 1,125
Other general and administrative 2,965 2,429 8,643 6,732
----------- ----------- ----------- -----------
Total noninterest expense 13,802 9,057 37,666 26,962
----------- ----------- ----------- -----------
Income before income taxes 3,969 3,689 11,182 9,589
Provision for income taxes 1,432 1,459 4,114 3,735
----------- ----------- ----------- -----------
Net income $ 2,537 $ 2,230 $ 7,068 $ 5,854
=========== =========== =========== ===========
Net income per share $ .38 $ .33 $ 1.05 $ .88
=========== =========== =========== ===========
Net income per share assuming dilution $ .37 $ .33 $ 1.02 $ .86
=========== =========== =========== ===========
Weighted average shares 6,705,234 6,681,031 6,704,717 6,681,031
=========== =========== =========== ===========
Weighted average shares assuming dilution 6,890,091 6,785,396 6,908,192 6,774,682
=========== =========== =========== ===========
</TABLE>
See accompanying notes.
4
<PAGE>
Matrix Capital Corporation
Condensed Consolidated Statements of Shareholders' Equity
(Dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
COMMON STOCK
ADDITIONAL
----------------------------------- PAID IN RETAINED
SHARES AMOUNT CAPITAL EARNINGS TOTAL
--------------- ---------------- ---------------- ---------------- --------------
<S> <C> <C> <C> <C> <C>
Nine months ended September 30, 1998
- -------------------------------------
Balance at December 31, 1997 6,703,880 $ 1 $ 22,185 $ 18,424 $ 40,610
Exercise of stock options 1,725 -- 21 -- 21
Net income -- -- -- 7,068 7,068
--------------- ---------------- ---------------- ---------------- --------------
Balance at September 30, 1998 6,705,605 $ 1 $ 22,206 $ 25,492 $ 47,699
=============== ================ ================ ================ ==============
Nine months ended September 30, 1997
- -------------------------------------
Balance at December 31, 1996 6,681,031 $ 1 $ 21,983 $ 10,286 $ 32,270
Net income 5,854 5,854
--------------- ---------------- ---------------- ---------------- --------------
Balance at September 30, 1997 6,681,031 $ 1 $ 21,983 $ 16,140 $ 38,124
=============== ================ ================ ================ ==============
</TABLE>
See accompanying notes.
5
<PAGE>
Matrix Capital Corporation
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
SEPTEMBER 30,
1998 1997
--------------- ---------------
OPERATING ACTIVITIES
<S> <C> <C>
Net income $ 7,068 $ 5,854
Adjustments to reconcile net income to net cash used by operating activities:
Depreciation and amortization 1,431 1,025
Provision for loan and valuation losses 1,480 534
Amortization of mortgage servicing rights 7,041 4,720
Gain on sale of loans (1,947) (1,898)
Gain on sale of mortgage servicing rights (803) (2,503)
Losses related to recourse sales 1,125
Loans originated for sale, net of loans sold (78,836) (28,828)
Loans purchased for sale (409,045) (318,179)
Proceeds from sale of loans purchased for sale 156,340 123,270
Originated mortgage servicing rights, net (380) 78
Increase in other receivables and other assets (36,832) (7,893)
Increase in other liabilities and income taxes payable 1,092 616
--------------- ---------------
Net cash used by operating activities (353,391) (222,079)
INVESTING ACTIVITIES
Loans originated and purchased for investment (61,130) (39,174)
Principal repayments on loans 150,577 53,980
Purchase of Federal Home Loan Bank of Dallas stock (2,158) (3,623)
Purchases of premises and equipment (2,649) (1,667)
Acquisition of mortgage servicing rights (21,471) (35,735)
Proceeds from sale of mortgage servicing rights 5,046 16,313
--------------- ---------------
Net cash provided (used) by investing activities 68,215 (9,906)
FINANCING ACTIVITIES
Net increase in deposits 166,804 126,034
Net increase in custodial escrow balances 40,307 26,943
Increase in revolving lines and repurchase agreements, net 78,206 52,922
Repayments of notes payable (30,352) (30,022)
Proceeds from notes payable 61,359 42,553
Proceeds from issuance of senior notes - 19,100
Repayment of financing arrangements (122) (116)
Proceeds from issuance of common stock related to employee stock option plan 21 -
--------------- ---------------
Net cash provided by financing activities 316,223 237,414
--------------- ---------------
Increase in cash and cash equivalents 31,047 5,429
Cash and cash equivalents at beginning of period 9,633 12,609
--------------- ---------------
Cash and cash equivalents at end of period $ 40,680 $ 18,038
=============== ===============
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITY
Payable for purchase of mortgage servicing rights $ 7,278 $ 9,671
=============== ===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest expense $ 24,383 $ 12,249
=============== ===============
Cash paid for income taxes $ 3,358 $ 4,361
=============== ===============
</TABLE>
See accompanying notes.
6
<PAGE>
Matrix Capital Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 1998 and 1997
(1) BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of Matrix
Capital Corporation (the "Company") 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 adjustments (consisting of only normal
recurring accruals) necessary for a fair presentation have been included. For
further information, refer to the consolidated financial statements and
footnotes hereto included in the Company's annual report on Form 10-K for the
year ended December 31, 1997.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the consolidated financial statements and the
accompanying notes. Actual results could differ from those estimates.
As of December 31, 1997, the Company adopted Statement of Financial Accounting
Standards No. 128, Earnings Per Share, and restated all prior period earnings
per share data, as required.
The Company also adopted Statement of Financial Accounting Standards No. 130,
Reporting Comprehensive Income ("Statement No. 130"), as of January 1, 1998.
Statement No. 130 requires reclassification of financial statements for earlier
periods provided for comparative purposes. The Company's adoption of Statement
No. 130 has not resulted in any change in presentation, as there is no material
effect on the Company's consolidated financial statements as a result of the
adoption.
In June 1998, the FASB issued Statement of Financial Accounting Standards No.
133, Accounting for Derivative Instruments and Hedging Activities ("Statement
No. 133"), which is effective for fiscal years beginning after June 15, 1999.
This statement requires all derivatives to be recorded on the balance sheet at
fair value. It also establishes "special accounting" for hedges of changes in
the fair value of assets, liabilities, or firm commitments (fair value hedges),
hedges of the variable cash flows of forecasted transactions (cash flow hedges),
and hedges of foreign currency exposures of net investments in foreign
operations. To the extent the hedge is considered highly effective, both the
change in the fair value of the derivative and the change in the fair value of
the hedged item are recognized (offset) in earnings in the same period. Changes
in fair value of derivatives that do not meet the criteria of one of these three
hedge categories are included in income. Management of the Company plans to
adopt Statement No. 133 with its fiscal year beginning January 1, 2000. It is
not currently known what effect the adoption of Statement No. 133 will have on
the consolidated financial statements of the Company.
7
<PAGE>
(2) NET INCOME PER SHARE
The following table sets forth the computation of net income per share and net
income per share assuming dilution:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
1998 1997 1998 1997
------------------ ----------------- ----------------- -----------------
(Dollars in thousands)
<S> <C> <C> <C> <C>
Numerator:
Net income available to common
shareholders $ 2,537 $ 2,230 $ 7,068 $ 5,854
================== ================= ================= =================
Denominator:
Weighted average shares outstanding 6,705,234 6,681,031 6,704,717 6,681,031
Effect of dilutive securities:
Common stock options 156,388 92,100 171,629 84,638
Common stock warrants 28,469 12,265 31,846 9,013
------------------ ----------------- ----------------- -----------------
Dilutive potential common shares 184,857 104,365 203,475 93,651
------------------ ----------------- ----------------- -----------------
Denominator for net income per
share assuming dilution 6,890,091 6,785,396 6,908,192 6,774,682
================== ================= ================= =================
</TABLE>
(3) MORTGAGE SERVICING RIGHTS
The activity in Mortgage Servicing Rights ("MSRs") is summarized as follows:
<TABLE>
<CAPTION>
NINE MONTHS
ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
1998 1997
--------------------- -----------------
(unaudited)
(In thousands)
<S> <C> <C>
Balance at beginning of period $ 36,440 $ 23,680
Purchases 20,089 37,151
Originated, net 380 818
Amortization (7,041) (6,521)
Sales (2,536) (18,688)
--------------------- -----------------
Balance at end of period $ 47,332 $ 36,440
===================== =================
</TABLE>
Accumulated amortization of mortgage servicing rights aggregated approximately
$23.4 million and $17.2 million at September 30, 1998 and December 31, 1997,
respectively.
8
<PAGE>
(3) MORTGAGE SERVICING RIGHTS (CONTINUED)
The Company's servicing portfolio (excluding subserviced loans) was comprised of
the following:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------------------------------- ----------------------------------------
NUMBER Principal NUMBER Principal
OF LOANS Balance OF LOANS Balance
Outstanding Outstanding
------------- ---------------- --------------- -----------------
(unaudited)
(Dollars in thousands)
<S> <C> <C> <C> <C>
FHLMC 16,321 $ 1,055,577 13,134 $ 715,513
FNMA 24,951 1,558,611 18,000 1,168,199
GNMA 7,567 337,964 15,845 615,234
Other VA, FHA and
conventional loans 16,673 1,558,921 14,538 849,116
------------- ---------------- --------------- -----------------
65,512 $ 4,511,073 61,517 $ 3,348,062
============= ================ =============== =================
</TABLE>
The Company's custodial escrow balances shown in the accompanying consolidated
balance sheets pertain to escrowed payments of taxes and insurance and the float
on principal and interest payments on loans serviced by the Company, aggregating
approximately $90.1 million and $49.7 million at September 30, 1998 and December
31, 1997, respectively. The Company also had custodial escrow accounts on
deposit for other mortgage companies aggregating approximately $4.0 million and
$4.1 million at September 30, 1998 and December 31, 1997, respectively.
(4) DEPOSITS
Deposit account balances are summarized as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
----------------------------------------------- ------------------------------------
WEIGHTED WEIGHTED
AVERAGE AVERAGE
AMOUNT PERCENT RATE AMOUNT PERCENT RATE
------------------ ---------- -------------- -------- ----------- -----------
(unaudited)
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Passbook accounts $ 3,024 0.77% 3.68% $ 2,851 1.27% 3.95%
NOW accounts 34,607 8.83 1.69 26,382 11.73 1.62
Money market accounts 132,965 33.94 3.03 99,899 44.40 2.96
------------------ ---------- -------------- -------- ----------- -----------
170,596 43.54 2.77 129,132 57.40 2.70
Certificate accounts 221,190 56.46 5.59 95,850 42.60 5.94
------------------ ---------- -------------- -------- ----------- -----------
Total deposits $ 391,786 100.00% 4.37% $ 224,982 100.00% 4.09%
================== ========== ============== ======== =========== ===========
</TABLE>
At September 30, 1998 and December 31, 1997, brokered deposits accounted for
approximately $103.0 million and $0, respectively, of the total certificate
accounts shown above. Deposits received from Fidelity National Financial, Inc.
represented $21.2 million and $0 of the total money market accounts shown above,
as of September 30, 1998 and December 31, 1997, respectively.
9
<PAGE>
(5) COMMITMENTS AND CONTINGENCIES
At September 30, 1998, the Company had $159.0 million in pipeline and funded
loans offset with mandatory forward commitments of $118.5 million and
nonmandatory forward commitments of $13.1 million.
As of September 30, 1998, the Company had identified and hedged approximately
$449.4 million of its mortgage servicing portfolio using a program of exchange-
traded futures and options. At September 30, 1998, the net realized deferred
gains and the unrealized deferred gain(loss) of the open positions was
approximately $2.1 million.
In June 1996, the Company purchased 154 acres of land for $1.3 million in cash
for the purpose of developing residential and multi-family lots in Ft. Lupton,
Colorado. As part of the acquisition, the Company entered into a Residential
Facilities Development Agreement (the "Development Agreement") with the City of
Ft. Lupton. The Development Agreement is a residential and planned unit
development agreement providing for the orderly planning, engineering and
development of a golf course and surrounding residential community. The City of
Ft. Lupton is responsible for the development of the golf course and the Company
is responsible for the development of the surrounding residential lots. The
Development Agreement sets forth a mandatory obligation on the part of the
Company to pay the City of Ft. Lupton pledged enhancement assessments of
$600,000. These pledged enhancement assessments require the Company to pay the
City a $2,000 fee each time the Company sells a developed residential lot. The
Company is obligated to pay a minimum of $60,000 in assessment fees per year
beginning in 1998 and continuing through 2007. As of September 30, 1998, the
Company has not paid any of the required assessment fees for 1998.
The Company also entered into a development management agreement with a local
developer to complete the development of the land. At September 30, 1998 and
December 31, 1997, the total basis of the land development was $3.7 million and
$2.8 million, respectively, and was classified in other assets in the
accompanying condensed consolidated balance sheets.
10
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
The Company's principal activities focus on traditional banking, mortgage
banking and the administration of self-directed trust accounts. The Company's
traditional banking activities include originating and servicing residential,
commercial and consumer loans and providing a broad range of depository
services. The Company's mortgage banking activities consist primarily of
purchasing and selling residential mortgage loans and residential mortgage
servicing rights; offering brokerage, consulting, and analytical services to
financial services companies and financial institutions; servicing residential
mortgage portfolios for investors; originating residential mortgages; and
providing real estate management and disposition services. The Company's trust
activities focus primarily on the administration of self-directed individual
retirement accounts, qualified retirement plans and custodial and directed trust
accounts. These activities are conducted through the Company's primary
operating subsidiaries, Matrix Capital Bank ("Matrix Bank"), Matrix Financial
Services Corporation ("Matrix Financial"), Sterling Trust Company ("Sterling
Trust"), United Financial, Inc. ("United Financial"), United Special Services,
Inc. ("USS"), United Capital Markets, Inc. ("UCM") and First Matrix Investment
Services Corporation ("First Matrix").
The principal components of the Company's revenues consist of net interest
income recorded by Matrix Bank and Matrix Financial, loan administration fees
generated by Matrix Financial, brokerage fees realized by United Financial, loan
origination fees and gains on sales of mortgage loans and mortgage servicing
rights generated by Matrix Bank and Matrix Financial, trust service fees
generated by Sterling Trust and consulting and service fee income earned by UCM
and USS, respectively. The Company's results of operations are influenced by
changes in interest rates and the effect of these changes on the interest
spreads of the Company, the volume of loan originations, mortgage loan
prepayments and the value of mortgage servicing portfolios.
FORWARD-LOOKING INFORMATION
Certain statements contained in this quarterly report that are not historical
facts, including, but not limited to, statements that can be identified by the
use of forward-looking terminology such as "may," "will," "expect,"
"anticipate," "predict," "plan," "estimate" or "continue" or the negative
thereof or other variations thereon or comparable terminology, are forward-
looking statements, within the meaning of the Private Securities Litigation
Reform Act of 1995, and involve a number of risks and uncertainties. The actual
results of the future events described in such forward-looking statements in
this quarterly report could differ materially from those stated in such forward-
looking statements. Among the factors that could cause actual results to differ
materially are: interest rate fluctuations; level of delinquencies; defaults
and prepayments; general economic conditions; competition; government
regulation; possible future litigation; the actions or inactions of third
parties (particularly of third party sources upon whom the Company is relying in
connection with Year 2000 issues); unanticipated developments in connection with
the design, implementation or completion of the Company's Year 2000 Plan
(including without limitation the resignation or removal of the Company's Year
2000 Director, or any other key employees responsible for the Year 2000 Plan, or
the misrepresentation by a third party source upon whom the Company is dependent
as to the status of their Year 2000 readiness, progress or compliance); the
risks and uncertainties discussed in the Company's current report on Form 8-K,
filed March 25, 1998; and, the uncertainties set forth from time to time in the
Company's periodic reports, filings and other public statements.
RESULTS OF OPERATIONS FOR THE QUARTER ENDED SEPTEMBER 30, 1998 COMPARED WITH THE
QUARTER ENDED SEPTEMBER 30, 1997
NET INCOME; RETURN ON AVERAGE EQUITY. Net income increased $307,000, or 13.8%,
to $2.5 million, or $.37 per share for the quarter ended September 30, 1998 as
compared to $2.2 million, or $.33 per share for the quarter ended September 30,
1997. Return on average equity decreased to 21.9% for the quarter ended
September 30, 1998 as compared to 24.3% for the quarter ended September 30,
1997. Included in net income for the quarter ended September 30, 1998 were non-
recurring charges consisting of $255,000 in fees and expenses (primarily legal)
in connection with the defense of an action brought against United Financial by
Douglas County Bank and Trust and the write-off of $62,000 in merger-related
costs due to the termination of the merger agreement with Fidelity National
Financial, Inc. ("Fidelity National"). Adjusting for these charges, net income
would have increased $499,000, or 22.4%, to $2.7 million, or $.40 per share for
the quarter ended September 30, 1998 and return on average equity for the same
quarter would have been 23.6%.
11
<PAGE>
NET INTEREST INCOME. Net interest income before provision for loan and
valuation losses increased $3.0 million, or 77.2%, to $6.9 million for the
quarter ended September 30, 1998 as compared to $3.9 million for the quarter
ended September 30, 1997. The Company's net interest margin decreased slightly
to 3.64% for the quarter ended September 30, 1998 as compared to 3.70% for the
quarter ended September 30, 1997, while the Company's interest rate spread
increased to 3.13% for the quarter ended September 30, 1998 from 2.87% for the
quarter ended September 30, 1997. The increases in net interest income before
provision for loan and valuation losses and interest rate spread and the slight
decrease in net interest margin for the quarter ended September 30, 1998 were
attributable to the following: an 82.4% increase in the Company's average loan
balance to $740.6 million for the quarter ended September 30, 1998 from $406.0
million for the quarter ended September 30, 1997, an increase in the yield on
the Company's loan portfolio to 8.82% for the quarter ended September 30, 1998
as compared to 8.68% for the quarter ended September 30, 1997, and a decrease in
the cost of interest-bearing liabilities to 5.59% for the quarter ended
September 30, 1998 as compared to 5.67% for the quarter ended September 30,
1997. The increase in the yield earned on the Company's loan portfolio was
primarily due to strategic loan portfolio acquisitions made by the Company. A
majority of these strategic acquisitions consist of nonperforming FHA/VA loans
acquired on a servicing retained basis, with a required pass-through of
scheduled interest from the servicer. For additional information regarding these
acquisitions, refer to "---Asset Quality---Nonperforming Assets". For a tabular
presentation of the changes in net interest income due to changes in the volume
of interest-earning assets and changes in interest rates, see "---Analysis of
Changes in Net Interest Income Due to Changes in Interest Rates and Volumes."
PROVISION FOR LOAN AND VALUATION LOSSES. The provision for loan and valuation
losses increased $255,000 to $492,000 for the quarter ended September 30, 1998
as compared to $237,000 for the quarter ended September 30, 1997. This increase
was primarily attributable to an increase in the balance of loans receivable
which increased to $753.5 million at September 30, 1998 as compared to $426.0
million at September 30, 1997. For a discussion of the Company's allowance for
loan losses as it relates to nonperforming assets, see "---Asset Quality---
Nonperforming Assets."
LOAN ADMINISTRATION. Loan administration fees increased $788,000, or 20.8%, to
$4.6 million for the quarter ended September 30, 1998 as compared to $3.8
million for the quarter ended September 30, 1997. Loan administration fees are
affected by factors that include the size of the Company's residential mortgage
loan servicing portfolio, the servicing spread, the timing of payment
collections, and the amount of ancillary fees collected. The above increase was
primarily attributable to an increase in the outstanding principal balance
underlying the Company's mortgage loan servicing portfolio at September 30, 1998
as compared to September 30, 1997. The mortgage servicing portfolio increased
$879.1 million, or 26.1%, to an average balance of $4.2 billion for the quarter
ended September 30, 1998 as compared to an average balance of $3.4 billion for
the quarter ended September 30, 1997. This increase was offset by a slight
reduction in the average service fee rate (including all ancillary income) to
0.43% for the quarter ended September 30, 1998 as compared to 0.45% for the
quarter ended September 30, 1997.
BROKERAGE FEES. Brokerage fees increased $1.1 million, or 135.3%, to $2.0
million for the quarter ended September 30, 1998 as compared to $842,000 for the
quarter ended September 30, 1997. This increase was the result of an increase
in the balance of residential mortgage servicing portfolios brokered by United
Financial, which in terms of aggregate unpaid principal balances on the
underlying loans, increased $13.8 billion to $16.2 billion for the quarter ended
September 30, 1998 as compared to $2.4 billion for the quarter ended September
30, 1997. Due to current market conditions for mortgage servicing rights, the
Company is unable to predict whether United Financial will continue to broker
the volume of mortgage servicing rights that it did in the third quarter of 1998
and other recent quarters.
TRUST SERVICES. Trust service fees increased $195,000, or 24.2%, to $1.0 million
for the quarter ended September 30, 1998 as compared to $806,000 the quarter
ended September 30, 1997. This increase is associated with the growth in the
number of trust accounts under administration at Sterling Trust, which increased
to 33,945 at September 30, 1998, as compared to 28,855 at September 30, 1997,
and the increase in total assets under administration to $1.8 billion at
September 30, 1998 as compared to $1.4 billion at September 30, 1997.
GAIN ON SALE OF LOANS. Gain on the sale of loans decreased $901,000, or 86.3%,
to $143,000 for the quarter ended September 30, 1998 as compared to $1.0 million
for the quarter ended September 30, 1997. Gain on sale of loans can fluctuate
significantly from quarter to quarter based on a variety of factors, such as the
current interest rate environment, the supply of loan portfolios in the market,
the mix of loan portfolios available in the market, the type of loan portfolios
the Company purchases, and the particular loan portfolios the Company elects to
sell.
12
<PAGE>
GAIN ON SALE OF MORTGAGE SERVICING RIGHTS. Gain on the sale of mortgage
servicing rights decreased $150,000, as the Company did not sell any mortgage
servicing rights in the quarter ending September 30, 1998. Gains from the sale
of mortgage servicing rights can fluctuate significantly from quarter to quarter
and from year to year based on the market value of the Company's servicing
portfolio, the particular servicing portfolios the Company elects to sell and
the availability of similar portfolios in the market. Due to the Company's
position in and knowledge of the market, the Company will at times pursue
opportunistic sales of mortgage servicing rights.
LOAN ORIGINATION. Loan origination income increased $409,000, or 31.5%, to $1.7
million for the quarter ended September 30, 1998 as compared to $1.3 million for
the quarter ended September 30, 1997. This increase was primarily attributable
to a $41.8 million, or 40.9%, increase in wholesale residential mortgage loan
production to $143.8 million for the quarter ended September 30, 1998 as
compared to $102.0 million for the quarter ended September 30, 1997. Loan
origination income includes all mortgage loan fees, secondary marketing activity
on new loan originations, and servicing release premiums on new originations
sold, net of origination costs.
OTHER INCOME. Other income increased $777,000, or 67.8%, to $1.9 million for the
quarter ended September 30, 1998 as compared to $1.1 million for the quarter
ended September 30, 1997. The increase in other income was due to increased
consulting income earned by UCM which rose to $758,000 for the quarter ended
September 30, 1998 as compared to $49,000 for the quarter ended September 30,
1997, and an increase in USS service fee income which was up to $583,000 for the
quarter ended September 30, 1998 as compared to $304,000 for the quarter ended
September 30, 1997.
NONINTEREST EXPENSE. Noninterest expense increased $4.7 million, or 52.4%, to
$13.8 million for the quarter ended September 30, 1998 as compared to $9.1
million for the quarter ended September 30, 1997. This increase was
predominantly due to increases in the amortization of mortgage servicing rights
and the overall growth and expansion of the Company that occurred during the
fourth quarter of 1997 and has continued throughout 1998. This growth and
expansion includes continued growth in the origination of loans at Matrix
Financial, as well as the opening of a new lending subsidiary of Matrix
Financial. The following table details the major components of noninterest
expense for the periods indicated:
<TABLE>
<CAPTION>
QUARTER ENDED
SEPTEMBER 30,
------------------------------
1998 1997
------------------------------
(In thousands)
<S> <C> <C>
Compensation and employee benefits $ 5,374 $ 3,630
Amortization of mortgage servicing rights 3,185 1,545
Occupancy and equipment 824 557
Postage and communication 543 412
Professional fees 580 271
Data processing 331 213
Other general and administrative 2,965 2,429
------------ -----------
Total $ 13,802 $ 9,057
============ ===========
</TABLE>
Compensation and employee benefits increased $1.8 million, or 48.0%, to $5.4
million for the quarter ended September 30, 1998 as compared to $3.6 million for
the quarter ended September 30, 1997. This increase was the result of the
expansion discussed above, as well as expansion in the operations of Matrix
Bank. Additionally, commission-based compensation for Matrix Financial and
United Financial increased due to the overall increases in loan origination and
brokerage income, respectively. The Company experienced an increase of 49
employees, or 13.3%, to 417 full-time employees at September 30, 1998 as
compared to 368 full-time employees at September 30, 1997.
Amortization of mortgage servicing rights increased $1.7 million, or 106.1%, to
$3.2 million for the quarter ended September 30, 1998 as compared to $1.5
million for the quarter ended September 30, 1997. Amortization of mortgage
servicing rights fluctuates based on the size of the Company's mortgage
servicing portfolio and the prepayment rates experienced with respect to the
underlying mortgage loan portfolio. The Company's prepayment rates on its
servicing portfolio averaged 23.6% for the quarter ended September 30, 1998 as
compared to 12.2% for the quarter ended September 30, 1997. In response to the
lower interest rates prevalent in the market, prepayment
13
<PAGE>
speeds have increased due to borrowers refinancing into lower interest rate
mortgages. The Company anticipates the increased amortization levels to continue
for the foreseeable future in response to historically low interest rate levels.
The remainder of noninterest expense, which includes occupancy and equipment
expense, postage and communication expense, professional fees, data processing
costs and other expenses increased $1.3 million, or 35.1% to $5.2 million for
the quarter ended September 30, 1998 as compared to $3.9 million for the quarter
ended September 30, 1997. As mentioned above, $317,000 of the increase relates
to non-recurring charges for the write-off of merger-related costs and the
defense of a lawsuit by United Financial. This leaves a remaining increase of
approximately $1.0 million, which is primarily due to the growth and expansion
of the Company's business lines, especially with regard to Matrix Financial and
Matrix Bank.
PROVISION FOR INCOME TAXES. The Company's provision for income taxes decreased
$27,000 for the quarter ended September 30, 1998 as compared to the quarter
ended September 30, 1997. The increase in pretax income was offset by a
reduction in the effective tax rate to 36.1% for the quarter ended September 30,
1998 from 39.6% for the quarter ended September 30, 1997. The decrease in the
effective tax rate was the result of the origination of tax-exempt leases by the
Company.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 COMPARED WITH
THE NINE MONTHS ENDED SEPTEMBER 30, 1997
NET INCOME; RETURN ON AVERAGE EQUITY. Net income increased $1.2 million, or
20.7%, to $7.1 million, or $1.02 per share for the nine months ended September
30, 1998 as compared to $5.9 million, or $.86 per share for the nine months
ended September 30, 1997. Return on average equity decreased to 21.6% for the
nine months ended September 30, 1998 as compared to 22.4% for the nine months
ended September 30, 1997. Adjusting for the non-recurring charges mentioned
above in "---Results of Operations for the Quarter Ended September 30, 1998
Compared with the Quarter Ended September 30, 1997---Net Income; Return on
Average Equity", net income for the nine months ended September 30, 1998 would
have increased $1.4 million, or 24.0%, to $7.3 million, or $1.05 per share and
return on average equity would have been 22.2% for the same period.
NET INTEREST INCOME. Net interest income before provision for loan and valuation
losses increased $7.0 million, or 72.8%, to $16.7 million for the nine months
ended September 30, 1998 as compared to $9.7 million for the nine months ended
September 30, 1997. The Company's net interest margin decreased to 3.36% for
the nine months ended September 30, 1998 as compared to 3.74% for the nine
months ended September 30, 1997, and the interest rate spread decreased slightly
to 2.87% for the nine months ended September 30, 1998 from 2.90% for the nine
months ended September 30, 1997. The increase in net interest income before
provision for loan and valuation losses and the decreases in net interest margin
and interest rate spread for the nine months ended September 30, 1998 were
attributable to the following: a 92.0% increase in average interest-earning
assets to $663.3 million for the nine months ended September 30, 1998 as
compared to $345.6 million for the nine months ended September 30, 1997, and a
decrease in the cost of interest-bearing liabilities to 5.58% from 5.65% for the
nine months ended September 30, 1998 and 1997, respectively. The above were
offset by a decrease in the yield on average interest-earning assets to 8.45%
from 8.55% for the nine months ended September 30, 1998 and 1997, respectively,
and a 105.4% increase in the average interest-bearing liabilities to $604.9
million for the nine months ended September 30, 1998 as compared to $294.4
million for the nine months ended September 30, 1997. The decrease in the yield
on average interest-earning assets was attributable to the lower yield earned on
the Company's loan portfolio which decreased to 8.57% as compared to 8.75% for
the nine months ended September 30, 1998 and 1997, respectively. The loan
portfolio yield decrease is attributable to the overall market decrease in
interest rates, the increase in wholesale originations which are at the lower
rates reflected in the market and the acquisition of fewer discounted loans by
the Company. For a tabular presentation of the changes in net interest income
due to changes in volume of interest-earning assets and changes in interest
rates, see "---Analysis of Changes in Net Interest Income Due to Changes in
Interest Rates and Volumes."
PROVISION FOR LOAN AND VALUATION LOSSES. Provision for loan and valuation
losses increased $946,000 to $1.5 million for the nine months ended September
30, 1998 as compared to $534,000 for the nine months ended September 30, 1997.
This increase was primarily attributable to the increase in the balance of the
loans receivable which increased to $753.5 million at September 30, 1998 as
compared to $426.0 million at September 30, 1997. For a discussion of the
Company's allowance for loan losses as it relates to nonperforming assets, see
"---Asset Quality---Nonperforming Assets."
14
<PAGE>
LOAN ADMINISTRATION. Loan administration fees increased $855,000, or 7.1%, to
$12.9 million for the nine months ended September 30, 1998 as compared to $12.0
million for the nine months ended September 30, 1997. Loan administration fees
are affected by factors that include the size of the Company's residential
mortgage loan servicing portfolio, the servicing spread, the timing of payment
collections and the amount of ancillary fees received. The above increase was
primarily attributable to an increase in the outstanding principal balance
underlying the Company's mortgage servicing rights portfolio at September 30,
1998 as compared to September 30, 1997. The mortgage loan servicing portfolio
increased $503.8 million, or 15.0%, to an average balance of $3.9 billion for
the nine months ended September 30, 1998 as compared to an average balance of
$3.4 billion for the nine months ended September 30, 1997. This increase was
offset by a reduction in the average service fee rate (including all ancillary
income) to 0.44% for the nine months ended September 30, 1998 as compared to
0.48% for the nine months ended September 30, 1997.
BROKERAGE FEES. Brokerage fees increased $2.7 million, or 98.6%, to $5.5
million for the nine months ended September 30, 1998 as compared to $2.8 million
for the nine months ended September 30, 1997. This increase was the result of
an increase in the balance of residential mortgage servicing portfolios brokered
by United Financial, which in terms of aggregate unpaid principal balances on
the underlying loans, increased $33.1 billion to $47.9 billion for the nine
months ended September 30, 1998 as compared to $14.8 billion for the nine months
ended September 30, 1997. Due to current market conditions for mortgage
servicing rights, the Company is unable to predict whether United Financial will
continue to broker the volume of mortgage servicing rights that it has thus far
in fiscal year 1998.
TRUST SERVICES. Trust services fees increased $518,000, or 20.1%, to $3.1
million for the nine months ended September 30, 1998 as compared to $2.6 million
the nine months ended September 30, 1997. This increase is associated with the
growth in the number of trust accounts under administration at Sterling Trust
which increased to 33,945 at September 30, 1998 as compared to 28,855 at
September 30, 1997, and the increase in total assets under administration which
increased to $1.8 billion at September 30, 1998 as compared to $1.4 billion at
September 30, 1997.
GAIN ON SALE OF LOANS. Gain on the sale of loans was consistent between the
nine months ended September 30, 1998 and 1997 with only a slight increase of
$49,000. Gain on the sale of loans can fluctuate significantly from quarter to
quarter based on a variety of factors, such as the current interest rate
environment, the supply of loan portfolios in the market, the mix of loan
portfolios available in the market, the type of loan portfolios the Company
purchases, and the particular loan portfolios the Company elects to sell.
GAIN ON SALE OF MORTGAGE SERVICING RIGHTS. Gain on the sale of mortgage
servicing rights decreased $1.7 million, or 67.9%, to $803,000 for the nine
months ended September 30, 1998 as compared to $2.5 million for the nine months
ended September 30, 1997. In terms of aggregate outstanding principal balances
of mortgage loans underlying such servicing rights, the Company sold $178.0
million in purchased mortgage servicing rights for the nine months ended
September 30, 1998 as compared to $1.13 billion for the nine months ended
September 30, 1997. Gains from the sale of mortgage servicing rights can
fluctuate significantly from quarter to quarter and from year to year based on
the market value of the Company's servicing portfolio, the particular servicing
portfolios the Company elects to sell and the availability of similar portfolios
in the market. Due to the Company's position in and knowledge of the market,
the Company will at times pursue opportunistic sales of its mortgage servicing
rights.
LOAN ORIGINATION. Loan origination income increased $1.7 million, or 57.0%, to
$4.6 million for the nine months ended September 30, 1998 as compared to $2.9
million for the nine months ended September 30, 1997. This increase is
primarily attributable to the increase in wholesale residential mortgage loan
production by $133.1 million, or 45.2%, to $427.8 million for the nine months
ended September 30, 1998 as compared to $294.7 million for the nine months ended
September 30, 1997. Loan origination income includes all mortgage loan fees,
secondary marketing activity on new loan originations, and servicing release
premiums on new originations sold, net of origination costs.
OTHER INCOME. Other income increased $2.1 million, or 77.0%, to $4.8 million
for the nine months ended September 30, 1998 as compared to $2.7 million for the
nine months ended September 30, 1997. The year-to-date increase in other
income was driven by increased revenues from UCM and USS, which increased to
$1.6 million and $1.3 million, respectively, for the nine months ended September
30, 1998 as compared to $49,000 and $820,000, respectively, for the nine months
ended September 30, 1997.
15
<PAGE>
NONINTEREST EXPENSE. Noninterest expense increased $10.7 million, or 39.7%, to
$37.7 million for the nine months ended September 30, 1998 as compared to $27.0
million for the nine months ended September 30, 1997. This increase was
primarily due to expenses related to the overall growth and expansion of the
Company that occurred during the fourth quarter of 1997 and has continued
throughout 1998. This growth and expansion included the opening of a new
origination center for Matrix Financial and the opening of a new lending
subsidiary of Matrix Financial. Additionally, amortization of mortgage
servicing rights was a large contributor to the increase in noninterest expense
between the nine months ended September 30, 1998 and 1997. These increases are
offset by a $1.1 million non-recurring charge that was established by the
Company during the first nine months of 1997 to serve as a reserve for losses on
repurchased sub-prime auto loans. The following table details the major
components of noninterest expense for the periods indicated:
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
------------------------------
1998 1997
------------------------------
(In thousands)
<S> <C> <C>
Compensation and employee benefits $ 15,741 $ 10,511
Amortization of mortgage servicing rights 7,041 4,720
Occupancy and equipment 2,247 1,533
Postage and communication 1,748 1,075
Professional fees 1,205 687
Data processing 1,041 579
Loss related to recourse sales - 1,125
Other general and administrative 8,643 6,732
------------ -----------
Total $ 37,666 $ 26,962
============ ===========
</TABLE>
Compensation and employee benefits increased $5.2 million, or 49.8%, to $15.7
million for the nine months ended September 30, 1998 as compared to $10.5
million for the nine months ended September 30, 1997. This increase was the
result of the growth and expansion discussed above at Matrix Financial, growth
in Matrix Bank's operations, as well as increases in the volume of loan
originations and servicing brokerage, which resulted in increased commissions
for Matrix Financial and United Financial, respectively.
Amortization of mortgage servicing rights increased $2.3 million, or 49.2%, to
$7.0 million for the nine months ended September 30, 1998 as compared to $4.7
million for the nine months ended September 30, 1997. Amortization of mortgage
servicing rights fluctuates based on the size of the Company's mortgage
servicing portfolio and the prepayment rates experienced with respect to the
underlying mortgage loan portfolio. The Company's prepayment rates on its
servicing portfolio averaged 20.7% for the nine months ended September 30, 1998
as compared to 11.1% for the nine months ended September 30, 1997. As
previously noted, prepayment speeds have increased in 1998 due to the increased
refinancing activity as compared to 1997.
Removing the effect of the loss related to recourse sales, the remainder of
noninterest expense, which includes occupancy and equipment expense, postage and
communication expense, professional fees, data processing costs and other
expenses increased $4.3 million, or 40.3%, to $14.9 million for the nine months
ended September 30, 1998 as compared to $10.6 million for the nine months ended
September 30, 1997. The increase was primarily attributable to the growth and
expansion of Company's business lines, especially with regard to Matrix
Financial and Matrix Bank.
PROVISION FOR INCOME TAXES. Provision for income taxes increased by $379,000 to
$4.1 million for the nine months ended September 30, 1998 as compared to $3.7
million for the nine months ended September 30, 1997. The increase in pretax
income was offset by a reduction in the effective tax rate to 36.8% for the nine
months ended September 30, 1998 as compared to 39.0% for the nine months ended
September 30, 1997. The decrease in the effective tax rate was the result of
the origination of tax-exempt leases by the Company.
AVERAGE BALANCE SHEET
The following table sets forth for the periods and as of the dates indicated,
information regarding the Company's average balances of assets and liabilities,
as well as the dollar amounts of interest income from interest-earning
16
<PAGE>
assets and interest expense on interest-bearing liabilities and the resultant
yields and costs. Average interest rate information for the quarters and nine
months ended September 30, 1998 and 1997 have been annualized. Ratio, yield and
rate information is based on daily averages where available; otherwise, average
monthly balances have been used. Nonaccrual loans have been included in the
calculation of average balances for loans for the periods indicated.
17
<PAGE>
<TABLE>
<CAPTION>
QUARTER ENDED
SEPTEMBER 30,
----------------------------------------------------------------------------------------
1998 1997
---------------------------------------- ----------------------------------------
Average Average Average Average
Balance Interest Rate Balance Interest Rate
---------- ---------- ---------- ---------- ---------- ----------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Interest-earning assets:
Loans, net $ 740,604 $ 16,323 8.82% $ 406,014 $ 8,809 8.68%
Interest-earning deposits 11,347 143 5.04 11,773 147 4.99
FHLB stock 10,450 158 6.05 5,572 84 6.03
---------- ---------- ---------- ---------- ---------- ----------
Total interest-earning assets 762,401 16,624 8.72 423,359 9,040 8.54
Noninterest-earning assets:
Cash 15,432 9,096
Allowance for loan and valuation
losses (2,554) (1,405)
Premises and equipment, net 10,366 8,491
Other assets 94,006 59,726
---------- ----------
Total noninterest-earning 117,250 75,908
---------- ----------
Total assets $ 879,651 $ 499,267
========== ==========
LIABILITIES & SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Passbook accounts $ 2,798 24 3.43 $ 2,843 28 3.94
Money market and NOW accounts 152,735 1,207 3.16 112,256 1,017 3.62
Certificates of deposit 228,806 3,200 5.59 85,293 1,273 5.97
FHLB borrowings 165,272 2,270 5.49 84,346 1,213 5.75
Borrowed money 143,257 2,986 8.34 76,631 1,595 8.33
---------- ---------- ---------- ---------- ---------- ----------
Total interest-bearing liabilities 692,868 9,687 5.59 361,369 5,126 5.67
---------- ---------- ---------- ---------- ---------- ----------
Noninterest-bearing liabilities:
Demand deposits (including
custodial escrow balances) 123,025 89,885
Other liabilities 17,476 11,323
---------- ----------
Total noninterest-bearing liabilities 140,501 101,208
Shareholders' equity 46,282 36,690
---------- ----------
Total liabilities and shareholders'
equity $ 879,651 $ 499,267
========== ==========
Net interest income before provision for loan
and valuation losses $ 6,937 $ 3,914
========== ==========
Interest rate spread 3.13% 2.87%
========== ==========
Net interest margin 3.64% 3.70%
========== ==========
Ratio of average interest-earning assets to
average interest-bearing liabilities 110.04% 117.15%
========== ==========
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------------------------------------------------------------------------
1998 1997
---------------------------------------- ----------------------------------------
Average Average Average Average
Balance Interest Rate Balance Interest Rate
---------- ---------- ---------- ---------- ---------- ----------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Interest-earning assets:
Loans, net $ 641,366 $ 41,200 8.57% $ 325,517 $ 21,372 8.75%
Interest-earning deposits 12,448 402 4.31 16,203 618 5.09
FHLB stock 9,522 427 5.98 3,855 172 5.95
---------- ---------- ---------- ---------- ---------- ----------
663,336 42,029 8.45 345,575 22,162 8.55
Noninterest-earning assets:
Cash 11,920 10,375
Allowance for loan and valuation
losses (2,075) (1,270)
Premises and equipment, net 9,729 8,128
Other assets 81,993 62,381
---------- ----------
Total noninterest-earning assets 101,567 79,614
---------- ----------
Total assets $ 764,903 $ 425,189
========== ==========
LIABILITIES & SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Passbook accounts $ 2,817 78 3.69 $ 2,851 84 3.93
Money market and NOW accounts 131,168 2,985 3.03 92,425 2,473 3.57
Certificates of deposit 192,686 8,086 5.60 81,134 3,598 5.91
FHLB borrowings 146,718 6,059 5.51 45,433 1,931 5.67
Borrowed money 131,468 8,084 8.20 72,573 4,391 8.07
---------- ---------- ---------- ---------- ---------- ----------
Total interest-bearing liabilities 604,857 25,292 5.58 294,416 12,477 5.65
---------- ---------- ---------- ---------- ---------- ----------
Noninterest-bearing liabilities:
Demand deposits (including
custodial escrow balances) 99,986 79,875
Other liabilities 16,387 16,118
---------- ----------
Total noninterest-bearing liabilities 116,373 95,993
Shareholders' equity 43,673 34,780
---------- ----------
Total liabilities and shareholders'
equity 764,903 $ 425,189
========== ==========
Net interest income before provision for loan
and valuation losses $ 16,737 $ 9,685
========== ==========
Interest rate spread 2.87% 2.90%
========== ==========
Net interest margin 3.36% 3.74%
========== ==========
Ratio of average interest-earning assets to
average interest-bearing liabilities 109.67% 117.38%
========== ==========
</TABLE>
18
<PAGE>
ANALYSIS OF CHANGES IN NET INTEREST INCOME DUE TO CHANGES IN INTEREST RATES AND
VOLUMES
The following table presents the dollar amount of changes in interest income and
interest expense for major components of interest-earning assets and interest-
bearing liabilities. It distinguishes between the increase or decrease related
to changes in balances and changes in interest rates. For each category of
interest-earning assets and interest-bearing liabilities, information is
provided on changes attributable to (i) changes in volume (i.e., changes in
volume multiplied by old rate) and (ii) changes in rate (i.e., changes in rate
multiplied by old volume). For purposes of this table, changes attributable to
both rate and volume, which cannot be segregated, have been allocated
proportionately to change due to volume and change due to rate.
<TABLE>
<CAPTION>
QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
1998 VS 1997 1998 VS 1997
----------------------------------- ---------------------------------
Increase (Decrease)
Due to Change in
----------------------------------------------------------------------------
Volume Rate Total Volume Rate Total
-------------- ---------- ---------- ----------- --------- ----------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Loans, net $ 7,374 $ 140 $ 7,514 $ 20,284 $ (456) $ 19,828
Interest-earning deposits (5) 1 (4) (121) (95) (216)
FHLB stock 74 - 74 254 1 255
-------------- ---------- ---------- ----------- --------- ----------
Total interest-earning assets 7,443 141 7,584 20,417 (550) 19,867
Interest-bearing liabilities:
Passbook accounts - (4) (4) (1) (5) (6)
Money market and NOW accounts 320 (130) 190 881 (369) 512
Certificates of deposit 2,007 (80) 1,927 4,680 (191) 4,489
FHLB borrowings 1,112 (55) 1,057 4,200 (73) 4,127
Borrowed money 1,388 3 1,391 3,623 70 3,693
-------------- ---------- ---------- ----------- --------- ----------
Total interest-bearing liabilities 4,827 (266) 4,561 13,383 (568) 12,815
-------------- ---------- ---------- ----------- --------- ----------
Change in net interest income before provision
for loan and valuation losses $ 2,616 $ 407 $ 3,023 $ 7,034 $ 18 $ 7,052
============== ========== ========== =========== ========= ==========
</TABLE>
ASSET QUALITY
Nonperforming Assets
The following table sets forth information as to the Company's nonperforming
assets ("NPAs"). NPAs consist primarily of nonaccrual loans and foreclosed real
estate. Loans are placed on nonaccrual when full payment of principal or
interest is in doubt or when they are past due 90 days as to either principal or
interest. Foreclosed real estate arises primarily through foreclosure on
mortgage loans owned.
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31, DECEMBER 31,
1998 1997 1996
------------------ ------------------ -----------------
(Dollars in thousands)
<S> <C> <C> <C>
Nonaccrual mortgage loans $ 7,175 $ 4,796 $ 3,031
Nonaccrual consumer loans 504 194 872
------------------ ------------------ -----------------
Total nonperforming loans 7,679 4,990 3,903
Foreclosed real estate 201 1,242 788
Repossessed automobiles - - 506
------------------ ------------------ -----------------
Total nonperforming assets $ 7,880 $ 6,232 $ 5,197
================== ================== =================
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
September 30, December 31, December 31,
1998 1997 1996
------------------ ------------------ -----------------
<S> <C> <C> <C>
Total nonperforming loans to total
loans 1.02% 1.03% 1.89%
================== ================== =================
Total nonperforming assets
to total assets 0.85% 0.97% 1.83%
================== ================== =================
Ratio of allowance for loan and
valuation losses to total non-
performing loans 33.72% 35.19% 26.62%
================== ================== =================
</TABLE>
As of September 30, 1998, the Company had no non-government accruing loans that
were contractually past due 90 days or more. Beginning in 1996, the Company
began to accrue for government-sponsored loans such as FHA insured and VA
guaranteed loans which are past due 90 or more days, as the interest on these
loans is insured by the federal government. At September 30, 1998, $7.3
million, or 95.1%, of the nonaccrual loans were loans that were residential
loans purchased in bulk loan portfolios and remain classified as "held for
sale". Total loans held for sale at September 30, 1998 were $672.6 million, of
which $7.3 million, or 1.09%, were nonaccrual loans. Against the loans held for
sale, the Company has $7.4 million of purchase discounts plus an additional
$19.8 million of loans which have some form of recourse to the seller.
Included in loans held for sale is approximately $229.7 million, at September
30, 1998, of loans which the Company has acquired under purchase/repurchase
facilities and purchase agreements with several parties. The terms of these
agreements vary with each seller but include provisions which require the seller
to repurchase the loans within a defined period of time, or provide at the
Company's option, the ability, on short notice, to require the seller to
repurchase the loans, or in some cases, allow the seller to repurchase the
loans.
The decreases in nonaccrual consumer loans and repossessed automobiles in 1997
are the result of the Company's sale and/or disposal of all of the sub-prime
autos and auto loans that the Company repurchased pursuant to limited
representations and warranties included in sale agreements. The Company does
not anticipate that it will originate any additional sub-prime automobile
contracts in the future.
The percentage of the allowance for loan losses to nonaccrual loans varies
widely due to the nature of the Company's portfolio of mortgage loans, which are
collateralized primarily by residential real estate. The Company analyzes the
collateral for each nonperforming mortgage loan to determine potential loss
exposure. In conjunction with other factors, this loss exposure contributes to
the overall assessment of the adequacy of the allowance for loan losses. See "-
- -Results of Operations for the Quarter Ended September 30, 1998 Compared with
the Quarter Ended September 30, 1997."
LIQUIDITY AND CAPITAL RESOURCES
Liquidity represents the ability of the Company to generate funds to support
asset growth, satisfy disbursement needs, maintain reserve requirements and
otherwise operate on an ongoing basis.
The trend of net cash used by the Company's operating activities experienced
over the reported periods results primarily from the growth that Matrix Bank has
experienced in its residential loan purchasing activity. The Company anticipates
the trend of a net use of cash from operations to continue for the foreseeable
future. This anticipation results from the expected growth at Matrix Bank,
which management believes will consist primarily of increased activity in the
purchasing of loan and mortgage servicing portfolios. The Company anticipates
such growth will be funded through retail deposits, custodial escrow deposits,
trust deposits, brokered deposits and Federal Home Loan Bank ("FHLB")
borrowings.
Matrix Bank's primary source of funds for use in lending, purchasing bulk loan
portfolios, investing and other general purposes are retail deposits, trust
deposits, custodial escrow balances, brokered deposits, FHLB borrowings, sales
of loan portfolios and proceeds from principal and interest payments on loans.
Contractual loan payments and
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deposit inflows and outflows are a generally predictable source of funds, while
loan prepayments and loan sales are significantly influenced by general market
interest rates and economic conditions. Borrowings on a short-term basis are
used as a cash management vehicle to compensate for seasonal or other reductions
in normal sources of funds. Matrix Bank utilizes advances from the FHLB as its
primary source for borrowings. At September 30, 1998, Matrix Bank had overnight
borrowings from the FHLB of $200.0 million. The trust deposits generated from
the trust administration services, which totaled $123.8 million at September 30,
1998, fluctuate based on the trust assets under administration and, to a lesser
extent, the general economic conditions. The custodial escrow balances held by
Matrix Bank fluctuate based upon the mix and size of the related servicing
rights portfolios and the timing of payments for taxes and insurance.
Matrix Bank, a "well-capitalized" institution, had a leverage capital ratio at
September 30, 1998 of 5.4%. This exceeded the leverage capital requirement of
4.0% of adjusted assets by $10.4 million. Matrix Bank's risk-based capital
ratio was 10.4% at September 30, 1998. Matrix Bank currently exceeds the risk-
based capital requirement of 8.0% of risk weighted assets by $9.8 million.
The Company's principal source of funding for its servicing acquisition
activities consists of line of credit facilities provided to Matrix Financial by
unaffiliated financial institutions. Effective May 27, 1998, the Company
executed an amendment to its servicing acquisition facilities to increase the
credit available by an additional $15.0 million. As of September 30, 1998,
Matrix Financial's servicing acquisition facilities aggregated $45.0 million, of
which $5.3 million was available to be utilized after deducting drawn amounts.
It is anticipated that the Company will increase the line of credit facilities
for servicing acquisitions activities as needed.
The Company's principal source of funding for its loan origination business
consists of warehouse lines of credit and sale/repurchase facilities provided to
Matrix Financial by various financial institutions. As of September 30, 1998,
Matrix Financial's warehouse lines of credit and sale/repurchase facilities
aggregated $100.0 million, of which $8.6 million was available to be utilized.
Effective October 31, 1998, the Company executed an amendment to its warehouse
line of credit facility to increase the credit available by an additional $30.0
million. Additionally, the Company has an overline facility available for an
additional $10.0 million. The availability of the overline facility is at the
lender's sole discretion.
The Company's principal source of funding for the working capital needs of
Matrix Financial consists of working capital facilities provided to Matrix
Financial by unaffiliated financial institutions. As of September 30, 1998,
Matrix Financial's working capital facilities aggregated $10.0 million, of which
$5.5 million was available.
On June 29, 1998, the Company amended its bank stock loan and increased the
credit available under the loan by an additional $12.0 million. The amended
bank stock loan has two components of the loan, an $8.5 million term loan and a
revolving line of credit of $11.5 million. As of September 30, 1998, the
balance of the term loan and the revolving line of credit were $8.2 million and
$0, respectively. One year from the date of the amendment, the balance of the
revolving line of credit will be converted to a term loan. The additional
proceeds from the loan will be used as capital at Matrix Bank. The amended bank
stock loan requires the Company to maintain (i) total stockholders' equity of
the greater of $40.0 million or 90% of actual net worth at the end of the most
recent fiscal year, plus 50% of cumulative net income after the end of the most
recent fiscal year, plus 90% of all contributions made to stockholders' equity
after the closing date, and (ii) total adjusted debt to net worth less than 4 :
1. Additionally, the amended bank stock loan does not permit the Company to
declare or pay any dividends.
In the ordinary course of business, the Company makes commitments to originate
residential mortgage loans and holds originated loans until delivery to an
investor. Inherent in this business are risks associated with changes in
interest rates and the resulting change in the market value of the pipeline
loans. The Company mitigates this risk through the use of mandatory and
nonmandatory forward commitments to sell loans. As of September 30, 1998, the
Company had $159.0 million in pipeline and funded loans offset with mandatory
forward commitments of $118.5 million and nonmandatory forward commitments of
$13.1 million. The inherent value of the forward commitments is considered in
the determination of the lower of cost or market for such loans.
YEAR 2000
Similar to many other companies, the Company faces the risk of a potentially
serious information systems (computer) problem because many software
applications and operational programs written in the past may not properly
recognize calendar dates beginning in the Year 2000. This problem could result
in a system failure or
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<PAGE>
miscalculations causing a disruption of operations. The Company has established
Year 2000 project teams, both at the holding company and individual subsidiary
levels. The Year 2000 project teams and the Company's overall Year 2000 effort
are being overseen by the Company's Year 2000 Director to ensure that consistent
procedures and methodologies are being applied across the subsidiaries in
addressing Year 2000 issues.
The Company is subject to Year 2000 risks not only from its own internal data
processing systems and software, but also from third party sources providing
data and/or services to the Company and from certain significant customers.
Additionally, the Company has a limited amount of other non-information systems
equipment that relies on date-sensitive information. As such, the Company has
established and implemented a Year 2000 Plan that includes the careful
evaluation of internal data processing systems and software and incorporates the
evaluation of third party sources, significant customers and vendors, and non-
information systems equipment for Year 2000 risks.
The Company's Year 2000 Plan consists of the following five separate phases:
. Awareness The process of informing all of the Company's employees, vendors,
and significant customers about the nature and extent of the Year 2000 problem.
. Assessment The process of gathering and analyzing information to determine
the size and impact of the Year 2000 problem, the complexity of issues and the
level of work and resources necessary to address Year 2000 issues.
. Renovation The process of modifying, reengineering, and retiring non-
compliant information systems, applications, vendors, third party service
providers and non-information systems based on the information learned during
the assessment phase.
. Validation The process of testing information systems, applications,
vendors, third party service providers and non-information systems for Year 2000
compliance. This testing phase will include both newly renovated and compliant
items.
. Implementation The process of implementing all Year 2000 compliant changed,
newly acquired or modified information systems, applications, vendors, third
party service providers and non-information systems. This phase also includes
the updating of backup, contingency and disaster recovery plans.
It is anticipated that the above phases of the Year 2000 Plan will progress
concurrently. Additionally, the Company does not anticipate that its
subsidiaries will progress at the same rate through the five phases of the Year
2000 Plan due to differences in their systems and the varying levels of
complexity associated with those systems. The Company has directed its
subsidiaries to focus their Year 2000 efforts on mission critical items first
and non-mission critical items second. As a result, the Company and its
subsidiaries have substantially completed the awareness and assessment phases of
the Year 2000 Plan for all mission critical systems, applications, and vendors,
and for the Company's current employees and significant customers. It is
anticipated that the Company and all of its subsidiaries will complete the
awareness and assessment phases for all non-mission critical systems,
applications, vendors and significant customers by December 31, 1998.
Significant vendors and customers have been requested to advise the Company in
writing of their Year 2000 readiness, including actions to become compliant if
they are not already compliant. Responses have not yet been received from all
of the Company's vendors and significant customers.
The Company's computing environment consists largely of personal computers
("PCs") connected to Local Area Network ("LAN") based systems. The exception to
this is an in-house Digital VAX mini-computer system used by Sterling Trust.
This VAX system houses the Trust Accounting System, which is written in the
COBOL language. Due to the substantial number of programming changes required,
Sterling Trust's Year 2000 focus has mainly been on renovating and validating
the Trust Accounting System. With the renovation process substantially complete
and validation scheduled to be completed by December 31, 1998, Sterling Trust
has begun assessing its other systems and applications, including non-
information systems equipment. This assessment has not yet resulted in any
significant Year 2000 compliance issues. Additionally, Sterling Trust plans to
complete validation of all PC systems and software applications by January 31,
1999.
Processing for many Matrix Bank and Matrix Financial systems are handled by
outside service bureaus. Matrix Bank has completed the validation process for
its outside service bureau and is currently compiling the results of these
tests. In addition to its Year 2000 concerns related to third parties, Matrix
Bank has completed the validation process for both its PC hardware and
applications, and is continuing the validation process for other mission
critical vendors during the fourth quarter of 1998 and first quarter of 1999.
Matrix Bank will also begin the validation process for non-mission critical
vendors in the first quarter of 1999. Matrix Bank's efforts to become Year 2000
22
<PAGE>
compliant are being monitored by the Office of Thrift Supervision. Failure to
become Year 2000 compliant could subject Matrix Bank to formal supervisory or
enforcement actions.
Matrix Financial has contacted its outside service bureau provider and based on
these communications, the service provider has indicated that they will be Year
2000 compliant. Matrix Financial is looking into their options for the
necessary testing that they will need to perform on this third-party to ensure
that they are in fact compliant. It is anticipated that this testing will occur
no later than the first quarter of 1999. Additionally, Matrix Financial plans
to participate in the Year 2000 Inter-System Readiness Test sponsored by the
Mortgage Bankers Association, which is currently scheduled to occur during the
first quarter of 1999 as well. Matrix Financial has completed the testing of
all of its PCs systems and anticipates the completion of the validation process
for all software applications by December 31, 1998.
The Company's remaining subsidiaries have more limited exposure risk to the Year
2000 issue. For example, they have fewer mission critical systems, vendors, and
customers than the subsidiaries discussed above. As mentioned previously, all
of the Company's subsidiaries are substantially complete with awareness and
assessment for mission critical vendors. These remaining entities have very
limited renovation issues and their validation process is substantially
underway. Validation of PC's is nearly complete, and spreadsheets and
application validation should be almost complete by December 31, 1998.
The implementation process is at varying levels of completion across the
Company. Included in the implementation phase of the Company's Year 2000 Plan
is the development of a contingency plan for the failure of the Company's
mission critical systems. Several of the Company's subsidiaries have already
completed their contingency plans, and it is anticipated that the remainder of
the contingency plans will be finished by March 31, 1999. These plans will
address issues such as the failure of the Company's third-party service
providers, the failure of the Trust Accounting System, the failure of our
telecommunications network, etc.
Assuming the proper functioning of the Company's telecommunication and utility
providers, the failure of which would have a significant impact on the Company's
ability to conduct its day-to-day operations, management of each subsidiary has
assessed what is believed to be the most reasonably likely worst case Year 2000
scenario. Sterling Trust relies on electronic information received from various
external sources such as mutual fund companies, life insurance companies,
broker/dealers, etc., to prepare quarterly statements and to process the
investment directions of clients. Sterling Trust's most reasonably likely worst
case scenario lies in not being able to obtain this data. Many of Sterling
Trust's external service providers are either regulated by the National
Association of Securities Dealers or are owned by one of the stock exchanges.
As such, Sterling Trust anticipates that most of these companies will be
compliant. If for some reason the data from the outside service providers is
available, but cannot be transmitted electronically, Sterling Trust plans to
coordinate the receipt of that information via phone and fax lines. Once
received, Sterling Trust will then manually input the data into their system in
order to perform the necessary functions described above.
Management from Matrix Bank anticipates that its most reasonably likely worst
case Year 2000 scenario would be the failure of one of its credit card service
providers, such as their credit card processor. In the event that these service
providers are not Year 2000 compliant, Matrix Bank anticipates discontinuing
their credit card programs, which are mainly provided as a service to the Bank's
customers, but do not contribute significantly to the net income of the Company
on a consolidated basis.
Under Matrix Financial's most reasonably likely worst case Year 2000 scenario,
two areas are likely to be affected. The first is the production department
where loan documentation is received from outside brokers and processed by
Matrix Financial. These loan documents could contain inaccurate calculations
resulting from a Year 2000 problem with the software/hardware used by the broker
to generate the documents. Matrix Financial risks inputting these loans into
their in-house loan processing system, resulting in the bad input information
being carried forward in the system. Since there are more than 500 brokers that
send these documents to Matrix Financial, it is unlikely that Matrix Financial
will be able to certify that all of the brokers are Year 2000 compliant. As
such, additional legal disclosures are being reviewed to protect Matrix
Financial in the event of such a problem. Additionally, due to the large number
of brokers, Matrix Financial intends to cease the acceptance of loan documents
from those brokers that are identified as non-compliant. The loss of business
from any one broker will not have a material impact on the Company, as no broker
is individually significant to the Company's operations.
The second area of exposure for Matrix Financial is the secondary marketing
department. Each day, rate information is received and loans are locked in at a
set rate to be sold to investors. If an investor is unable to verify
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<PAGE>
and process the loan rate lock confirmation (the paper copy of the agreed upon
transaction) due to a Year 2000 issue, then Matrix Financial may be forced to
relock the loans at the current day's rates, unless other evidence of the
transaction exists. Due to the daily fluctuation in these rates, this could
expose Matrix Financial to significant interest rate risk on the affected loans.
This process is being reviewed to provide an alternative method between Matrix
Financial and the investors for confirmation of the loan rate information.
The Company anticipates that the total costs associated with Year 2000
compliance will not exceed $450,000; as such, Year 2000 compliance is not
expected to have a material effect on the Company's results of operations. Most
of the costs associated with the Year 2000 issue will be expensed as incurred;
however, any costs attributable to the purchase of new software will be
capitalized. Through September 30, 1998, the Company has expensed approximately
$73,000 for costs associated with Year 2000 compliance. The costs of the Year
2000 project and the deadlines by which the Company believes that it will
progress through the various phases of the project are based on management's
best estimates, which were derived utilizing numerous assumptions of future
events. There can be no guarantee that these estimates will be achieved and
actual results could differ materially from those anticipated. Management
presently believes that the Year 2000 issue will not pose significant
operational problems for its computer systems. However, if the required
modifications or replacements are not made, or are not completed in a timely
manner, the Year 2000 could have material impact on the operations of the
Company. Additionally, despite the Company's efforts to verify the Year 2000
compliance of third parties, there can be no guarantee that the systems of other
companies on which the Company relies will be converted timely and will not have
an adverse effect on the Company or its systems.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
United Financial is a defendant in a lawsuit entitled Douglas County Bank &
Trust Co. v. United Financial, Inc., that was commenced on or about May 23, 1997
in the United States District Court for the District of Nebraska. In the
action, the plaintiff-buyer alleges that United Financial, as broker for the
seller, made false representations regarding the GNMA certification of certain
mortgage pools the servicing rights of which were offered for sale in a written
offering. The plaintiff further alleges that it relied on United Financial's
representations in purchasing the servicing rights from the seller. The
plaintiff seeks recovery of (i) the deposit paid to the seller in connection
with the purchase thereof in the amount of $147,000; (ii) $1.4 million that the
plaintiff claims it paid GNMA to settle a dispute regarding the certification of
the mortgage pools; and (iii) approximately $1.4 million in lost profits. Trial
was conducted in Omaha, Nebraska during the week of July 12, 1998. The jury
returned a verdict in favor of United Financial on four counts and in favor of
the plaintiff on one count, and awarded the plaintiff $75,000. On July 31, 1998,
the plaintiff filed a motion for judgment notwithstanding the verdict, or,
alternatively, a new trial. On November 6, 1998, the Court denied both of the
plaintiff's motions. United Financial is considering an appeal of the $75,000
award to the plaintiff. In addition, because the plaintiff may appeal the
Court's rulings no assurances can be given that an adverse judgment of a
material amount will not ultimately be rendered or that any such a judgment
would not have a material adverse effect on the Company's consolidated financial
condition, results of operations, or cash flows. United Financial has not to
date received any notice from the plaintiff indicating that the plaintiff will
appeal the Court's rulings.
Matrix Financial has been named defendant in an action styled Leslie M. Ronzitti
v. Matrix Financial Services Corp and Wendover Funding. Plaintiff commenced
this action on or about August 8, 1997. The plaintiff alleges that Matrix
Financial, as subservicer for Matrix Bank, breached the terms of the underlying
note and deed of trust with plaintiff and otherwise committed negligence, fraud
and violations of RESPA in connection with their servicing of plaintiff's
mortgage loan. Matrix Bank purchased this mortgage loan and the servicing
rights from a third-party in December 1996. Plaintiff claims $126,000 in actual
damages and $2,000,000 in punitive damages, in addition to interest, attorneys'
fees and other costs and expenses. The Company believes that it has defenses to
this lawsuit; however, no assurances can be given that an adverse judgment will
not be rendered or that such a judgment would not have a material adverse effect
on the Company's consolidated financial condition, results of operations, or
cash flows.
24
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The Company is involved from time to time in routine litigation incidental to
its business. However, other than described above, the Company believes that it
is not a party to any material pending litigation that, if decided adversely to
the Company, would have a significant adverse effect on the Company's
consolidated financial condition, results of operations, or cash flows.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
*10.1 Merger Termination Agreement between Matrix Capital Corporation,
Fidelity National Financial, Inc., and MCC Merger Sub, Inc. dated
August 28, 1998.
*27 Financial Data Schedule
(b) Reports on Form 8-K
None.
______________________
* Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly cause this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MATRIX CAPITAL CORPORATION
Dated: November 13, 1998 /s/ Guy A. Gibson
--------------------- ------------------------------
Guy A. Gibson
President and
Chief Executive Officer
(Principal Executive Officer)
Dated: November 13, 1998 /s/ David W. Kloos
--------------------- ------------------------------
David W. Kloos
Senior Vice President and
Chief Financial Officer
(Principal Accounting and
Financial Officer)
26
<PAGE>
EXHIBIT 10.1
Merger Termination Agreement
This Merger Termination Agreement (the "Agreement") is entered into as of
this 28th day of August 1998, between Matrix Capital Corporation ("Matrix"),
Fidelity National Financial, Inc. ("Fidelity") and MCC Merger, Inc. ("MCC
Merger").
WHEREAS, the parties hereto have previously entered into an Agreement and
Plan of Merger, dated as of March 25, 1998 (the "Merger Agreement") and mutually
desire to terminate the Merger Agreement and to seek to engage to the extent
permissible in certain other transactions and relationships; and
WHEREAS, Matrix and Fidelity each may file with the Securities and Exchange
Commission on their respective filings on Form 8-K a copy of the press release
attached hereto as Appendix A (the "Press Release").
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth below, the parties hereby agree as follows:
ARTICLE I
TERMINATION OF THE MERGER AGREEMENT
1.1 Matrix, Fidelity and MCC Merger hereby agree to the mutual termination
of the Merger Agreement in accordance with Section 9.1(i) of the Merger
Agreement.
1.2 Matrix and Fidelity shall as soon as practicable following the
execution of this Agreement issue the Press Release.
1.3 Matrix on one hand and Fidelity and MCC Merger on the other hand shall
as soon as practicable following the execution of this Agreement execute mutual
releases of the other party and its current, former and future officers,
directors, employees, agents, shareholders, affiliates, predecessors and
successors from any and all legal and equitable claims or causes of action,
whether known or unknown or suspected to exist as of the date of the execution
of such releases with respect to all matters relating to the Merger Agreement or
the termination thereof, except that such releases shall not apply to a breach
of any agreements entered into between the parties and/or their affiliates as
contemplated by this Agreement, or for any liability relating to any securities
class action lawsuit or shareholder derivative lawsuit against Matrix or its
current, former and future officers, directors, employees, agents, shareholders,
affiliates, predecessors and successors concerning the Merger Agreement or the
termination thereof or administrative investigations or proceedings concerning
the proposed merger or its termination,
<PAGE>
provided that the exclusion of such matters from the release shall terminate if
Matrix or its officers, directors, employees, agents, or other persons acting in
concert therewith suggest, sponsor or otherwise encourage such securities class
action lawsuit or shareholder derivative lawsuit.
1.4 Each of the parties hereto agree to take all necessary steps to
further the termination of the Merger Agreement effected by this Agreement,
including without limitation, withdrawing from any proceedings concerning the
Merger Agreement before any regulatory authorities.
ARTICLE II
DEPOSIT AGREEMENT PROVISIONS
2.1 Subject to the receipt of all required approvals (which shall include,
where applicable, statements of non-objection by a regulatory authority) from
applicable regulatory authorities, including, but not limited to, state
departments of insurance in applicable states and the Office of Thrift
Supervision or any successor agency thereto ("OTS"), and compliance with
applicable law and regulations, Fidelity agrees that it shall maintain or cause
to be maintained at the Matrix Capital Bank (the "Bank") in terms of average
daily closing balances, at least $250 million in deposits, subject to a
limitation of 33 percent of the collected balances of Fidelity's underwriters
and underwritten title companies as provided for in Section 2.6 (the "33%
Limitation"), and subject to the phase-in period and limitations described in
Section 2.2 of this Agreement for a period to extend for no longer than five and
one-half years (the "Initial Term") from the date on which the first deposits
are placed at the Bank, subject to extension pursuant to Section 2.6, and
subject to the other terms and conditions set forth in Sections 2.1, 2.2, 2.3,
2.4, 2.5 and 2.6 of this Agreement. Not less than $200 million of such deposits
shall be comprised of title escrows of Fidelity's underwriters and underwritten
title companies (the "Title Deposits") and the remainder may be comprised of
escrows from Section 1031 exchange transactions by Fidelity customers (the "1031
Deposits") except as otherwise provided in Section 2.3 hereof. Together the
Title Deposits, the Section 1031 Deposits and any other deposits by Fidelity are
referred to as the "Deposits."
2.2 Subject in all respects to the satisfaction of the conditions set
forth in Section 2.1 of this Agreement, the minimum amount of $250 million of
deposits referred to in Section 2.1 of this Agreement will be in place by
December 31, 1998, with at least one quarter of the total amount of such
deposits to be placed at the Bank as of the end of the three month-end dates
preceding December 31, 1998. Subject to the satisfaction of the conditions and
limitations set forth in Section 2.1 of this Agreement, at least $62.5 million
of such deposits shall be in place by September 30, 1998, an additional $62.5
million of such deposits shall be in place by October 31, 1998 and an additional
$62.5 million shall be in place by November 30, 1998. The obligation of
Fidelity to make or cause to be made such increasing levels of deposits shall be
subject to the Bank's ability to provide service to Fidelity with respect to the
Deposits comparable to the level of
<PAGE>
service that Fidelity is currently receiving from other depository institutions.
The parties acknowledge that the service obligations set forth on Appendix B
constitute a standard that: (i) equals or exceeds in all material respects the
service levels considered as of the date of this Agreement to be acceptable in
the title and escrow industry, (ii) Fidelity is currently receiving from other
depository institutions, and (iii) if satisfied by the Bank, would initially
result in there being no material deficiencies in the level of service provided
by the Bank. Matrix acknowledges that a high level of services in regard to the
Deposits is critical to Fidelity's business. Matrix further acknowledges that
the level of service required in regard to the Deposits may change from time to
time due to, among other things, competitive factors and regulatory
requirements. Fidelity shall promptly notify the Bank in writing of any
material deficiencies in the level of service provided by the Bank. The Bank
shall seek to correct such deficiencies within 15 days from the date such notice
is given prior to December 31, 1998 and during this period any obligation by
Fidelity to make additional deposits shall be suspended until such time as
Fidelity and the Bank agree that the deficiencies are corrected. In the event
of a disagreement as to whether deficiencies have been corrected, the parties
shall agree on the selection of an independent industry expert, who shall
determine whether the service provided by the Bank is equivalent to or exceeds
in all material respects the service levels considered to be acceptable in the
title and escrow industry. In the event the independent industry expert
determines in a written report provided to both parties that the Bank's service
levels meet these standards, the obligations of Fidelity shall recommence as if
it were the date on which the notice of deficiency had been given. The Bank
shall provide Fidelity with periodic financial statements as such statements
become available to the public and shall, except as prohibited by law or
regulation, promptly notify Fidelity if the Bank becomes subject to the
provisions of OTS' Prompt Corrective Action regulations set forth at 12 C.F.R.
Part 565 as a result of the capital category to which the Bank is assigned.
2.3 The Bank will pay to Rocky Mountain Support Services, Inc. ("Rocky
Mountain"), for services rendered by Rocky Mountain to the Bank pursuant to a
contract to be executed in a form similar to the Data Processing Services
Agreement dated April 27, 1998 between Rock Mountain and the Bank, a fee not to
exceed the sum of (i) the amount equal to the 90-day U.S. Treasury rate (the
"Base Rate") less 100 basis points on the Title Deposits and (ii) the amount
equal to the 30-day LIBOR rate (the "LIBOR Rate") less 8 basis points on the
1031 Deposits, provided, however, that if the Warrants (as defined in Section
3.3 hereof) shall not have been issued and delivered to Fidelity on or before
the Rate Change Date (as hereinafter defined), the Base Rate shall thereafter,
commencing on the Rate Change Date, be increased by 20 basis points above the
rate that would otherwise prevail. "Rate Change Date" means the earliest to
occur of that date (a) that is ten (10) days after the date on which notice of
all required regulatory approvals (which shall include, where applicable,
statements of non-objection by a regulatory authority) from applicable
regulatory authorities is received, (b) on which notice of any regulatory
disapproval is received, or (c) that is ninety (90) days from the date hereof in
the event no notice of regulatory approval or disapproval is received. In order
to satisfy the provisions of Section 2.1 of this Agreement relating to the
amount of Title Deposits,
<PAGE>
Fidelity may choose in its discretion to substitute 1031 Deposits at the same
rate provided for Title Deposits in this Section 2.3. Fidelity shall pay the
Bank's standard fees, including wire fees other than as provided in Sections 6
and 7 of Appendix B hereto, maintenance fees, and other charges and fees
relating to the Deposits. Such fees and charges shall be netted against the
amounts payable to Rocky Mountain set forth above.
2.4 Upon the occurrence of the following events, the term specified in
Section 2.1 of this Agreement, Fidelity shall, at its sole option, be entitled
to remove the Deposits from the Bank in their entirety, as specified further
herein, and Fidelity's obligations under Sections 2.1, 2.2, 2.5 and 2.6 of this
Agreement shall terminate if:
(1) either Fidelity notifies the Bank in writing of any material
deficiencies in the level of service provided by the Bank and such
deficiencies remain uncured for at least 30 days following notice to the
Bank of such deficiencies. In the event of a disagreement as to whether
such deficiencies exist or have been corrected, the parties shall agree on
the selection of an independent industry expert who shall determine whether
the service provided by the Bank equals or exceeds in all material respects
the service levels considered to be acceptable in the title and escrow
industry. In the event that the independent industry expert determines in
a written report provided to both the Bank and Fidelity that service levels
do not meet these standards, the Bank shall have 30 days to correct the
deficiencies identified in the written report. If following that time the
deficiencies are not corrected in the written determination of the
independent industry expert, which shall be required to make such written
determination within 15 days after the close of such 30-day period,
Fidelity shall be entitled to withdraw its Deposits in total over a 120 day
period beginning on the day after the second determination of the
independent industry expert has been received by Fidelity and the Bank
("Deposit Determination Day"). Fidelity shall not withdraw an amount which
exceeds more than 30 percent of its total Deposits as of the Deposit
Determination Day in any 30 day period commencing on the Deposit
Determination Day; or in the event the service levels set forth in Appendix
B shall cease to equal in all material respects the service levels
considered acceptable in the title and escrow industry, and Fidelity so
notifies Matrix, then Matrix shall have 30 days to upgrade its service
level to the level considered acceptable in the title and escrow industry.
If within 15 days of the close of such 30-day period the service levels are
not improved so as to equal or exceed the level considered acceptable in
the title and escrow industry, Fidelity shall have the right to withdraw
its Deposits on the same basis as provided in this Section 2.4(1); or
(2) the Bank shall report in a filing with the OTS that it does not meet
any of the minimum regulatory capital requirements applicable to it, or the
Bank becomes subject to the provisions of OTS' Prompt Corrective Action
regulations set forth at 12 C.F.R. Part 565 as a result of the capital
category to which the Bank is assigned.
<PAGE>
2.5 If Fidelity fails to maintain or cause to be maintained the minimum
amount of deposits ("Specified Deposit Level") required under Sections 2.1 and
2.2 of this Agreement (a "Shortfall"), as determined on an average level on a
quarterly basis, Fidelity shall pay Matrix, as liquidated damages, an amount in
cash equal to the annualized spread of 200 basis points times the Shortfall for
each such quarter (based on daily averages for the quarter); such payment shall
be made by Fidelity within 10 days following the date on which Matrix notifies
Fidelity in writing of such deficiency; provided, however, Fidelity shall not be
required to make such payment if Fidelity agrees in writing within 10 days of
receipt of the deficiency notice to maintain, and then maintains, Deposits in an
amount sufficiently in excess of the Specified Deposit Level for the quarter
following a quarter in which a Shortfall has occurred so as to equal or exceed
the Shortfall for the preceding quarter, or Fidelity provides evidence to Matrix
that such Shortfall results from the 33% Limitation.
2.6 Notwithstanding any contrary provision of this Agreement, Fidelity
shall at no time be obligated to maintain or to cause to be maintained Title
Deposits at the Bank in excess of 33% of Fidelity's total Title Deposits (the
"33% Limitation"). At all times during which the 33% Limitation serves to limit
the Title Deposits at the Bank, the Specified Deposit Level shall be not less
than the sum of (i) 33% of Title Deposits and (ii) $50 million of 1031 Deposits.
If, for any measured quarter, the 33% Limitation causes a Shortfall, the
provisions of Section 2.5 shall not apply, but instead the Initial Term of this
Agreement will be extended (the "Additional Term") in accordance with the
provisions of this Section 2.6. The Additional Term shall be equal to that
number of quarters, rounded to the next whole number, which is equal to the
Aggregate 33% Limitation Shortfalls divided by $250 million. The Aggregate 33%
Limitation Shortfalls means the aggregate amount of all Shortfalls during the
Initial Term caused by the 33% Limitation. During any Additional Term, the
Deposits shall be maintained at the minimum amount required by Section 2.1,
taking into consideration the 33% Limitation.
ARTICLE III
OTHER AGREEMENTS
3.1 Subject to the receipt of all required approvals (which shall include,
where applicable, statements of non-objection by a regulatory authority) from
applicable regulatory authorities, including, but not limited to, state
departments of insurance in applicable states and the OTS, and compliance with
applicable law and regulations, United Financial, an affiliate of Matrix will
market Fidelity products and services through its network on terms and
conditions and for a period of time satisfactory to both parties.
3.2 Matrix and Fidelity will in good faith mutually investigate other
strategic alliance opportunities.
<PAGE>
3.3. Subject to the receipt of all approvals (which shall include, where
applicable, statements of non-objection by a regulatory authority) from
applicable regulatory authorities, including the OTS, and compliance with
applicable law and regulations, Matrix agrees to issue warrants exerciseable for
the purchase of 150,000 shares of common stock, par value $.01 per share of
Matrix (the "Warrants") at a price of 115 percent of the average of the closing
bid and asked prices of Matrix's common stock on NASDAQ on the last trading day
prior to the execution of this Agreement, such Warrants to be transferable and
to be subject to customary terms and conditions, including Fidelity's right to
one demand registration on terms customary in such registration and piggy-back
registration rights provisions. With respect to the Warrants, Fidelity shall
not be required to take any action that would cause Fidelity to be required to
file an application with the OTS or any other regulatory agency to acquire
control of Matrix or to rebut a presumption of control of Matrix. The issuance
of the Warrants shall be subject to the execution of a definitive agreement.
The parties shall negotiate in good faith to reach mutually agreeable definitive
agreements with respect to the Warrants. The Warrants shall have a vesting
schedule granting Fidelity the right to exercise the Warrants on or after the
date of this Agreement, provided however, that if on any date (the "Alternate
Date") prior to the fourth anniversary of the date of this Agreement, Fidelity
fails in accordance with the terms of this Agreement to maintain or cause to be
maintained the Deposits or ceases to maintain or cause to be maintained the
Deposits either because all required approvals (which shall include, where
applicable, statements of non-objection by a regulatory authority) from
applicable regulatory authorities have not been received or pursuant to Section
2.4 of this Agreement, then the last date on which the Warrants may be exercised
will be the sixtieth day after the Alternative Date, after which date the
Warrants shall be automatically canceled.
ARTICLE IV
OTHER PROVISONS
4.1 No provision of this Agreement shall require any party to this
Agreement to take any action that would cause the party or any of its officers,
directors, or employees to be subject to a claim that such party or such other
persons are in violation of any applicable law, regulation or order. The
parties agree that no provision of this Agreement shall require Fidelity to take
any action nor shall any officer, director or employee have any obligation to
change in any way any ownership interests with respect to Fidelity held by such
officer, director or employee or any other party that is attributed to such
officer, director or employee or to change in any respect such officer's,
director's or employee's roles in regard to the board of directors or management
of Fidelity, or to seek a modification or termination of any order applicable to
such party, officer, director or employee. The parties acknowledge that they
will mutually consult with the OTS or any other applicable regulatory agency
with respect to the relationships identified in Articles II or III with Matrix
or any entity that is wholly or partially owned by Matrix. The parties to this
Agreement agree that if Fidelity is unable to engage in any of the relationships
or
<PAGE>
transactions identified in Articles II or III due to such consultations with
regulatory authorities, including the OTS, or if the parties are unable to
obtain all required approvals (which shall include, where applicable, statements
of non-objection by a regulatory authority) from applicable regulatory
authorities, including, but not limited to, state departments of insurance in
applicable states and the OTS, or to conduct such relationships or transactions,
or if the parties are unable to conduct such relationships or transactions in
compliance with applicable law and regulations, none of the parties to this
Agreement shall be deemed on the basis of any of the foregoing to be in breach
of their obligations under this Agreement.
4.2 Subject to Sections 3.3 and 4.1 of this Agreement, if this Agreement,
any agreement contemplated by this Agreement, or the consummation of any
transaction contemplated by this Agreement or such other agreement requires the
approval (which shall include, where applicable, statements of non-objection by
a regulatory authority) of any regulatory authorities, including, but not
limited to, state departments of insurance in applicable states and the OTS, the
parties to this Agreement shall cooperate with each other and with such
regulatory authorities in good faith and shall use commercially reasonable
efforts to obtain any and all such approvals promptly after execution of this
Agreement.
4.3 Each party hereby represents and warrants to the other parties as
follows:
(1) this Agreement has been duly executed on behalf of such party; all
corporate action on the part of such party has been taken in order to duly
execute, and deliver this Agreement and this Agreement is enforceable
against such party in accordance with its terms;
(2) other than any regulatory approvals (which shall include, where
applicable, statements of non-objection by a regulatory authority) no
consents or approval of any person or entity are necessary in connection
with the execution, delivery and performance of this Agreement by such
party and consummation by such party of the transactions contemplated by
this Agreement; and
(3) to the knowledge of such party, no regulatory approvals other than
approvals which may be required from the OTS (which shall include, where
applicable, statements of non-objection by a regulatory authority) are
necessary in connection with the execution and delivery of this Agreement
by such party and the maintaining of a depository relationship.
4.4 This Agreement shall be construed in accordance with and governed by
the internal laws of the State of Delaware, without giving effect to the
principles of conflicts of laws thereof.
4.5 All notices, requests and other communications to any party hereunder
shall be in writing (including telecopy or similar writing) and shall be given,
<PAGE>
if to Fidelity or MCC Merger, to:
Fidelity National Financial, Inc.
3916 State Street, Suite 300
Santa Barbara, California 93105
Telecopy: (805) 898-7191
Attn: Frank P. Willey, President
with a copy to:
Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660-6441
Telecopy: (714) 725-4100
Attn: C. Craig Carlson, Esq.
if to Matrix, to:
Matrix Capital Corporation
1380 Lawrence Street, Suite 1410
Denver, Colorado 80204
Telecopy: (303) 390-0952
Attn: Guy A. Gibson, President
with a copy to:
Jenkens & Gilchrist, P.C.
1445 Ross, Suite 3200
Dallas, Texas 75202
Telecopy: (214) 955-4300
Attn: Ronald J. Frappier, Esq.
4.6 All costs and expenses incurred in connection with this Agreement
shall be paid by the party incurring such cost or expense.
4.7 Any provision of this Agreement may be amended or waived if such
amendment or waiver is in writing and signed, in the case of an amendment by
Fidelity, MCC Merger and Matrix or in the case of a waiver, by the party against
whom the waiver is to be effective. No failure or delay by any party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof of any other right,
power or privilege.
4.8 The provisions of this Agreement shall be binding and shall inure to
the benefit of the parties hereto and their respective successors and assigns.
Except as
<PAGE>
expressly set forth herein nothing in this Agreement, express or implied, is
intended to or shall confer upon any person not a party hereto any right,
benefit or remedy of any nature whatsoever under or by reason of this Agreement,
including to confer third party beneficiary rights.
4.9 If any term, provision, or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions and restrictions of the Agreement shall
remain in full force and effect and shall in no way be impaired or invalidated,
and the parties shall negotiate in good faith to modify this Agreement to
preserve each party's anticipated benefits under the Agreement.
4.10 This Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instruments. The Agreement shall become effective
when each party hereto shall have received counterparts hereto signed by all of
the other parties hereto. The headings contained in this Agreement are for
reference purposes only and shall not in any way alter the meaning or
interpretation of this Agreement.
4.11 All disputes between the parties hereto relating to this Agreement
shall be determined solely and exclusively by arbitration in accordance with the
rules then in effect of the American Arbitration Association pertaining to
commercial arbitrations, or any successors thereto ("AAA") in Phoenix, Arizona,
unless the parties otherwise agree in writing. The parties shall jointly select
an arbitrator. In the event that the parties fail to agree upon an arbitrator
within ten (10) days, then each party shall select an arbitrator and such
arbitrators shall select a third arbitrator to serve as the sole arbitrator;
provided, that if either party, in such event, fails to select an arbitrator
within seven days, such arbitrator shall be selected by the AAA upon application
of either party. Judgment upon the award of the agreed upon arbitrator or the
so chosen third arbitrator, as the case may be, shall be binding on the parties
and shall be entered by any court of competent jurisdiction.
4.12 Each party shall treat this Agreement as confidential proprietary
information and shall not make this Agreement available to third parties or file
it separately or as part of any document that is or may be made available to the
public unless required by law, in which instance such party shall use its best
efforts to obtain confidential treatment for this Agreement.
4.13 This Agreement constitutes the entire agreement of the parties and
supersedes all prior agreements and understandings, written or oral between the
parties hereto with respect to the subject matter hereof.
The parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.
<PAGE>
FIDELITY NATIONAL FINANCIAL, INC. MATRIX CAPITAL CORPORATION
By: /s/ By: /s/
---------------------------- ----------------------------
Name: Frank P. Willey Name: Guy A. Gibson
Title: President Title: President
MCC MERGER, INC.
By: /s/
-------------------------------
Name: Frank P. Willey
Title: President
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1998
<PERIOD-START> JUL-01-1998 JAN-01-1998
<PERIOD-END> SEP-30-1998 SEP-30-1998
<CASH> 14,316 14,316
<INT-BEARING-DEPOSITS> 26,364 26,364
<FED-FUNDS-SOLD> 0 0
<TRADING-ASSETS> 0 0
<INVESTMENTS-HELD-FOR-SALE> 0 0
<INVESTMENTS-CARRYING> 0 0
<INVESTMENTS-MARKET> 0 0
<LOANS> 756,055 756,055
<ALLOWANCE> 2,590 2,590
<TOTAL-ASSETS> 929,607 929,607
<DEPOSITS> 485,853 485,853
<SHORT-TERM> 298,817 298,817
<LIABILITIES-OTHER> 25,112 25,112
<LONG-TERM> 72,126 72,126
0 0
0 0
<COMMON> 1 1
<OTHER-SE> 47,698 47,698
<TOTAL-LIABILITIES-AND-EQUITY> 929,607 929,607
<INTEREST-LOAN> 16,323 41,200
<INTEREST-INVEST> 301 829
<INTEREST-OTHER> 0 0
<INTEREST-TOTAL> 16,624 42,029
<INTEREST-DEPOSIT> 4,431 11,149
<INTEREST-EXPENSE> 9,687 25,292
<INTEREST-INCOME-NET> 6,937 16,737
<LOAN-LOSSES> 492 1,480
<SECURITIES-GAINS> 0 0
<EXPENSE-OTHER> 13,802 37,666
<INCOME-PRETAX> 3,969 11,182
<INCOME-PRE-EXTRAORDINARY> 3,969 11,182
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 3,969 11,182
<EPS-PRIMARY> .38 1.05
<EPS-DILUTED> .37 1.02
<YIELD-ACTUAL> 3.64 3.36
<LOANS-NON> 7,679 7,679
<LOANS-PAST> 0 0
<LOANS-TROUBLED> 0 0
<LOANS-PROBLEM> 0 0
<ALLOWANCE-OPEN> 2,244 1,756
<CHARGE-OFFS> 164 690
<RECOVERIES> 18 44
<ALLOWANCE-CLOSE> 2,590 2,590
<ALLOWANCE-DOMESTIC> 2,590 2,590
<ALLOWANCE-FOREIGN> 0 0
<ALLOWANCE-UNALLOCATED> 0 0
</TABLE>
