SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) January 25, 2002 FirstFed Financial Corp. (Exact name of registrant as specified in its charter) Delaware 1-9566 95-4087449 (State of Incorporation) (Commission File No.) (IRS Employer Identification No.) 401 Wilshire Boulevard, Santa Monica, California, 90401-1490 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (310) 319-6000 Total number of pages is 9. Index to Exhibit is on Page 3. Item 5. Other Events. On January 25, 2002, the registrant, FirstFed Financial Corp., issued two press releases. The press releases are attached and incorporated herein as Exhibits. Item 7. Financial Statements and Exhibits a) Financial Statements of businesses acquired. Not applicable. b) Pro forma financial information. Not applicable. c) Exhibits i)Press Release dated January 25, 2002. ii)Press Release dated January 25, 2002. S I G N A T U R E S Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FIRSTFED FINANCIAL CORP. Dated: January 25, 2002 By: /s/ Babette E. Heimbuch Chief Executive Officer 2 INDEX TO EXHIBITS Item Page Press Release dated January 25, 2002. 4 Press Release dated January 25, 2002. 5 3 FIRSTFED FINANCIAL CORP. ANNOUNCES RETIREMENT OF WILLIAM S. MORTENSEN AS CHAIRMAN OF THE BOARD AND APPOINTMENT AS CHAIRMAN EMERITUS January 25, 2002, Santa Monica, California. The Board of Directors of FirstFed Financial Corp. (NYSE-FED) today announced the retirement of William S. Mortensen as Chairman of the Board and as a Director of the Company and the Bank, and his appointment as Chairman Emeritus, all to be effective April 24, 2002. Babette E. Heimbuch, the Company's current President and Chief Executive Officer, who is also a Director of the Company and the Bank, has been appointed Chairman of the Board effective with Mr. Mortensen's retirement. Mr. Mortensen has served First Federal Bank for over 45 years and was the Company's Chief Executive Officer for over 28 years. He is past Chairman of America's Community Bankers and the Western League of Financial Institutions. Mr. Mortensen will continue to serve as Chairman Emeritus following his retirement, as well as continuing to serve on the boards of a number of charitable and community organizations including the Los Angeles Metropolitan YMCA, Pepperdine University, St. John's Health Center and United Way. Mr. Mortensen commented, "I am proud of the financial performance of our Company and the important role that it plays in our community. I believe the Company is well positioned for the future, and am confident that the ongoing leadership of the management team will continue to serve the interests of our stockholders, employees and community in the future." Ms. Heimbuch has served as President of the Company and the Bank since 1989 and has served as Chief Executive Officer since 1997. She has been a Director of the Company since 1986. Ms. Heimbuch stated, "I cannot say enough about Bill Mortensen's contribution to the success of the Company and the Bank, as well as the significant leadership role he has played in the Santa Monica community for the past 45 years. The management team has learned a great deal from working with Bill, and we wish him the best for the years ahead." FirstFed Financial Corp. is the parent holding company of First Federal Bank of California, a $4.7 billion banking institution with 29 retail offices and 4 regional loan centers throughout Southern California. 4 Contact: Douglas Goddard, Executive Vice President (310) 319-6014 FIRSTFED REPORTS RESULTS FOR THE FOURTH QUARTER OF 2001 Santa Monica, California, January 25, 2002 --FirstFed Financial Corp. (NYSE-FED), parent company of First Federal Bank of California, today announced net earnings of $12.9 million or 73 cents per share of common stock for the fourth quarter of 2001, compared to $10.8 million or 62 cents per share of common stock for the fourth quarter of 2000. Quarterly net earnings increased due to higher net interest income, which resulted from improved margins and growth in average interest-earning assets. Net earnings for the twelve months of 2001 were $50.3 million or $2.85 per share, compared to $38.5 million or $2.20 per share for the twelve months of 2000. The increase in year-to-date earnings is also attributable to higher net interest income. All per-share earnings are presented on a diluted basis. On November 30, 2001, First Federal Bank of California completed the acquisition of Del Amo Savings Bank and Frontier Bancorp, former subsidiaries of City Holding Company of West Virginia. In this transaction, the Bank added four retail branches with deposits totaling $174.8 million and mortgage and construction loans totaling $150.0 million. Average interest-earning assets increased 8% over the fourth quarter of last year and 10% over the twelve months of last year. The increase is attributable to $271.7 million in loan originations for the fourth quarter of 2001 compared with $226.1 million for the fourth quarter of the prior year. Loan originations of $1.4 billion and purchases of $132.6 million for the year 2001 compare with loan originations of $941.5 million and purchases of $139.5 million for the year 2000. The interest rate spread improved to 2.82% for the fourth quarter of 2001 from 2.47% for the fourth quarter of the prior year. The Bank's cost of funds for the fourth quarter of 2001 decreased by 169 basis points compared to the fourth quarter of the prior year, while the yield on the loan portfolio decreased by only 128 basis points compared to the same period. In a decreasing interest rate environment, the Bank's cost of funds is impacted before the yield earned on its loan portfolio because of a three-month time lag before changes in the Federal Home Loan Bank 11th District Cost of Funds Index ("Index") can be implemented with respect to the Bank's loans. Due to the same factors, the interest rate spread improved to 2.71% for the twelve months of 2001 from 2.37% for the same period of the prior year. The Company's general valuation allowance was $73.3 million or 1.70% of loans and real estate owned as of December 31, 2001, compared with $71.2 million or 1.81% as of December 31, 2000. Non-performing assets were 0.17% of total assets as of December 31, 2001 compared with 0.19% as of December 31, 2000. The Company did not record a provision for loan losses during the twelve months of 2001 or the twelve months of 2000. Net loan loss recoveries of $288 thousand and $118 thousand were recorded during the fourth quarter and twelve months of 2001, respectively. For the comparable periods of the prior year, the Company recorded net loan charge-offs of $555 thousand during the fourth quarter of 2000 and net loan loss recoveries of $50 thousand during the twelve months of 2000. At December 31, 2001, First Federal Bank of California met the capital requirements necessary to be deemed "well-capitalized" for regulatory capital purposes. It has 29 full-service retail banking offices and 4 retail loan offices. KEY FINANCIAL RESULTS FOLLOW 5 FIRSTFED FINANCIAL CORP. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Dollars in thousands, except per share data) (Unaudited) December 31, December 31, ASSETS 2001 2000 Cash and cash equivalents $ 173,908 $ 77,677 Investment securities, available-for-sale (at fair value) 110,444 136,537 Mortgage-backed securities, available-for-sale (at fair value) 284,079 374,405 Loans receivable, held-for-sale (fair value of $5,246 and $2,246) 5,246 2,246 Loans receivable, net 3,999,643 3,627,038 Accrued interest and dividends receivable 22,069 28,488 Real estate 1,515 2,189 Office properties and equipment, net 10,608 10,651 Investment in Federal Home Loan Bank (FHLB) stock, at cost 91,713 80,885 Other assets 27,157 25,126 $4,726,382 $4,365,242 LIABILITIES Deposits $2,546,647 $2,165,047 FHLB advances 1,597,000 1,579,000 Securities sold under agreements to repurchase 211,040 294,110 Accrued expenses and other liabilities 46,017 59,643 4,400,704 4,097,800 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY Common stock, par value $.01 per share; authorized 100,000,000 shares; issued 23,362,196 and 23,299,707 shares, outstanding 17,294,706 and 17,232,217 shares 234 233 Additional paid-in capital 34,483 32,540 Retained earnings - substantially restricted 363,713 313,411 Unreleased shares to employee stock ownership plan - (841) Treasury stock, at cost, 6,067,490 shares (75,743) (75,743) Accumulated other comprehensive earnings (loss), net of taxes 2,991 (2,158) 325,678 267,442 $4,726,382 $4,365,242 6 FIRSTFED FINANCIAL CORP. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE EARNINGS (Dollars in thousands, except per share data) (Unaudited) Three Months Ended Twelve Months Ended December 31, December 31, 2001 2000 2001 2000 Interest income: Interest on loans $69,614 $75,140 $298,942 $274,720 Interest on mortgage-backed securities 3,717 6,146 19,803 24,448 Interest and dividends on investments 3,304 3,497 15,187 15,152 Total interest income 76,635 84,783 333,932 314,320 Interest expense: Interest on deposits 19,878 26,704 94,568 100,174 Interest on borrowings 22,733 29,101 107,186 106,331 Total interest expense 42,611 55,805 201,754 206,505 Net interest income 34,024 28,978 132,178 107,815 Provision for loan losses - - - - Net interest income after provision for losses 34,024 28,978 132,178 107,815 Other income: Loan and other fees 841 386 3,319 2,804 Gain on sale of loans 155 42 656 64 Real estate operations, net (79) 98 304 594 Other operating income 1,335 1,128 4,640 4,285 Total other income 2,252 1,654 8,919 7,747 Non-interest expense Compensation 7,357 6,230 29,682 26,444 Occupancy 2,122 2,032 8,302 8,031 Other expenses 4,229 2,912 15,190 13,790 Total non-interest expense 13,708 11,174 53,174 48,265 Earnings before income taxes 22,568 19,458 87,923 67,297 Income tax provision 9,658 8,676 37,621 28,832 Net earnings $ 12,910 $10,782 $50,302 $38,465 Other comprehensive earnings, net of taxes (561) 5,626 5,149 6,122 Comprehensive earnings $12,349 $16,408 $55,451 $44,587 Earnings per share: Basic $ 0.75 $ 0.63 $ 2.92 $ 2.23 Diluted $ 0.73 $ 0.62 $ 2.85 $ 2.20 Weighted average shares outstanding: Basic 17,283,591 17,145,705 17,234,591 17,251,618 Diluted 17,619,704 17,525,944 17,645,647 17,456,895 7 KEY FINANCIAL RESULTS ARE HIGHLIGHTED BELOW Quarter Ended December 31, 2001 2000 (Dollars in thousands, except per share data) End of period: Total assets $4,726,382 $4,365,242 Cash and securities $ 284,352 $ 214,214 Mortgage-backed securities $ 284,079 $ 374,405 Loans $4,004,889 $3,629,284 Core deposit intangible asset $ 12,750 $ 9,304 Deposits $2,546,647 $2,165,047 Borrowings $1,808,040 $1,873,110 Stockholders' equity $ 325,678 $ 267,442 Book value per share $ 18.83 $ 15.52 Tangible book value per share $ 18.09 $ 14.98 Stock price (period-end) $ 25.63 $ 32.31 Total loan servicing portfolio $4,436,112 $4,390,168 Loans serviced for others $ 257,629 $ 322,315 % of Adjustable mortgages 71.38% 92.07% Other data: Employees (full-time equivalent) 506 451 Branches 29 25 Loan Offices 4 3 Quarter Ended December 31, 2001 2000 (Dollars in thousands) Asset quality: Real estate (foreclosed) $ 1,485 $ 2,157 Non-accrual loans $ 6,443 $ 6,142 Non-performing assets $ 7,928 8,299 Non-performing assets to total assets 0.17% 0.19% General valuation allowance (GVA) $ 73,269 $ 71,159 GVA to assets with loss exposure * 1.70% 1.81% Loans sold with recourse $ 126,432 $ 146,537 GVA for loans sold with recourse $ 12,824 $ 12,824 GVA to loans sold with recourse 10.14% 8.75% Modified loans (not impaired) $ 927 $ 809 Impaired loans, net $ 7,394 $ 8,770 Allowance for impaired loans $ 1,850 $ 1,792 Capital ratios: Tangible capital ratio 6.42% 5.84% Core capital ratio 6.42% 5.84% Risk-based capital ratio 12.51% 11.39% Net worth to assets ratio 6.89% 6.13% * Primarily the Bank's loans receivable 8 Three Months Ended Twelve Months Ended December 31, December 31, 2001 2000 2001 2000 (Dollars in thousands) Selected ratios: Expense ratios: Efficiency ratio 37.95% 36.53% 37.86% 41.79% Expense-to-average-assets rati 1.18 1.04 1.17 1.17 Return on average assets 1.11 1.00 1.10 0.93 Return on average equity 16.19 16.69 16.93 15.85 Yields earned and rates paid: Average yield on loans and mortgage-backed securities 6.91% 8.19% 7.61% 7.85% Average yield on investment portfolio ** 3.96 5.87 5.16 6.11 Average yield on all interest- earning assets ** 6.76 8.09 7.50 7.77 Average rate paid on deposits 3.24 4.90 4.08 4.70 Average rate paid on borrowings 4.85 6.50 5.67 6.29 Average rate paid on all interest- bearing liabilities 3.93 5.62 4.79 5.40 Interest rate spread 2.82 2.47 2.71 2.37 Effective net spread 2.99 2.68 2.90 2.57 Three Months Ended Twelve Months Ended December 31, December 31, 2001 2000 2001 2000 (Dollars in thousands) Averages: Average loans and mortgage-backed securities $4,225,715 $3,950,534 $4,181,554 $3,793,351 Average investments *** 229,831 173,829 200,807 176,476 Average interest-earning assets *** 4,455,546 4,124,363 4,382,361 3,969,827 Average deposits 2,432,038 2,168,379 2,317,744 2,132,927 Average borrowings 1,831,462 1,796,797 1,885,426 1,688,738 Average interest-bearing liabilities 4,263,500 3,965,176 4,203,170 3,821,665 Excess of interest-earning assets over interest-bearing liabilities $ 192,046 $ 159,187 $ 179,191 $148,162 Loan originations and purchases $ 271,738 $ 226,126 $1,502,335 $1,081,010 ** Excludes FHLB stock dividends and other miscellaneous items. *** Excludes FHLB stock. 9