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 December 31, 1999 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission File Number: 0-22444 WVS Financial Corp. -------------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 25-1710500 ------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 9001 Perry Highway Pittsburgh, Pennsylvania 15237 ----------------------------------------- ------------ (Address of principal executive offices) (Zip Code) (412) 364-1911 --------------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. YES [ X ] NO [ ] Shares outstanding as of February 4, 2000: 2,955,916 shares Common Stock, $.01 par value. WVS FINANCIAL CORP. AND SUBSIDIARY INDEX PART I. Financial Information Page Item 1. Financial Statements Consolidated Statements of Financial Condition as of December 31, 1999 and June 30, 1999 (Unaudited) 3 Consolidated Statements of Income for the Three and Six Months Ended December 31, 1999 and 1998 (Unaudited) 4 Consolidated Statements of Cash Flows for the Six Months Ended December 31, 1999 and 1998 (Unaudited) 5 Consolidated Statements of Changes in Stockholders' Equity for the Six Months Ended December 31, 1999 (Unaudited) 7 Notes to Unaudited Consolidated Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations for the Three and Six Months Ended December 31, 1999 10 Item 3. Quantitative and Qualitative Disclosures about Market Risk 17 PART II. Other Information Page Item 1. Legal Proceedings 21 Item 2. Changes in Securities 21 Item 3. Defaults upon Senior Securities 21 Item 4. Submission of Matters to a Vote of Security Holders 21 Item 5. Other Information 21 Item 6. Exhibits and Reports on Form 8-K 21 -- Signatures 22 2 WVS FINANCIAL CORP. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED) (in thousands) December 31, 1999 June 30, 1999 ----------------- ------------- Assets Cash and due from banks $ 895 $ 745 Interest-earning demand deposits 1,187 1,148 Investment securities available-for-sale (amortized cost of $1,380 and $1,380) 1,338 1,402 Investment securities held-to-maturity (market value of $102,935 and $87,850) 110,712 90,764 Mortgage-backed securities available-for-sale (amortized cost of $9,321 and $9,342) 9,103 9,273 Mortgage-backed securities held-to-maturity (market value of $64,755 and $62,167) 66,768 63,107 Federal Home Loan Bank stock, at cost 7,905 6,195 Net loans receivable (allowance for loan losses of $1,842) 176,217 170,327 Accrued interest receivable 3,775 3,105 Premises and equipment 1,103 1,154 Deferred taxes and other assets 1,258 1,188 --------- --------- TOTAL ASSETS $ 380,261 $ 348,408 ========= ========= Liabilities and Stockholders' Equity Liabilities: Savings Deposits: Non-interest-bearing accounts $ 9,152 $ 9,037 NOW accounts 17,579 16,668 Savings accounts 37,099 38,923 Money market accounts 13,189 12,610 Certificates of deposit 91,539 93,876 --------- --------- Total savings deposits 168,558 171,114 Federal Home Loan Bank advances 129,000 116,900 Other borrowings 50,205 25,820 Advance payments by borrowers for taxes and insurance 2,159 3,130 Accrued interest payable 2,346 1,929 Other liabilities 1,461 1,577 --------- --------- TOTAL LIABILITIES 353,729 320,470 December 31, 1999 June 30, 1999 ----------------- ------------- Stockholders' equity: Preferred stock: 5,000,000 shares, no par value per share, authorized; none outstanding -- -- Common stock: 10,000,000 shares, $.01 par value per share, authorized; 3,668,220 and 3,668,060 shares issued 37 37 Additional paid-in capital 19,208 19,062 Treasury stock: 698,204 and 498,303 shares at cost, respectively (10,494) (7,596) Retained earnings, substantially restricted 18,376 17,024 Accumulated other comprehensive loss (172) (31) Unallocated shares - Recognition and Retention Plans (272) (326) Unallocated shares - Employee Stock Ownership Plan (151) (232) --------- --------- TOTAL STOCKHOLDERS' EQUITY 26,532 27,938 --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 380,261 $ 348,408 ========= ========= See accompanying notes to consolidated financial statements. 3 WVS FINANCIAL CORP. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (in thousands, except per share data) Three Months Ended Six Months Ended December 31, December 31, ------------------ ---------------- 1999 1998 1999 1998 ---------- --------- --------- --------- INTEREST AND DIVIDEND INCOME: Loans $ 3,481 $ 3,189 $ 6,897 $ 6,378 Investment securities 1,992 1,339 3,845 2,820 Mortgage-backed securities 1,311 1,069 2,527 1,857 Interest-earning deposits with other institutions 13 16 20 32 Federal Home Loan Bank stock 134 97 251 178 ---------- ---------- ---------- --------- Total interest and dividend income 6,931 5,710 13,540 11,265 ---------- ---------- ---------- --------- INTEREST EXPENSE: Deposits 1,555 1,662 3,138 3,351 Borrowings 2,504 1,544 4,684 2,886 Advance payments by borrowers for taxes and insurance 8 7 14 15 ---------- ---------- ---------- ---------- Total interest expense 4,067 3,213 7,836 6,252 ---------- ---------- ---------- ---------- NET INTEREST INCOME 2,864 2,497 5,704 5,013 PROVISION FOR LOAN LOSSES --- --- --- --- ---------- ---------- ---------- ---------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 2,864 2,497 5,704 5,013 ---------- ---------- ---------- ---------- NON-INTEREST INCOME: Service charges on deposits 72 75 148 137 Investment securities gains, net --- 36 --- 36 Other 72 51 131 91 ---------- ---------- ---------- ---------- Total non-interest income 144 162 279 264 ---------- ---------- ---------- ---------- NON-INTEREST EXPENSE: Salaries and employee benefits 804 717 1,560 1,408 Occupancy and equipment 87 90 178 184 Deposit insurance premium 26 25 51 51 Data processing 45 42 88 88 Correspondent bank service charges 36 32 71 61 Other 205 207 366 382 ---------- ---------- ---------- ---------- Total non-interest expense 1,203 1,113 2,314 2,174 ---------- ---------- ---------- ---------- WVS FINANCIAL CORP. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (in thousands, except per share data) Three Months Ended Six Months Ended December 31, December 31, 1999 1998 1999 1998 ---------- --------- --------- --------- INCOME BEFORE INCOME TAXES 1,805 1,546 3,669 3,103 INCOME TAXES 625 563 1,352 1,170 ---------- ---------- ---------- ---------- NET INCOME $ 1,180 $ 983 $ 2,317 $ 1,933 ========== ========== ========== ========== EARNINGS PER SHARE: Basic $ 0.40 $ 0.28 $ 0.77 $ 0.55 Diluted $ 0.39 $ 0.28 $ 0.76 $ 0.54 AVERAGE SHARES OUTSTANDING: Basic 2,977,411 3,512,034 3,016,909 3,546,414 Diluted 3,004,701 3,542,884 3,044,478 3,577,665 See accompanying notes to consolidated financial statements. 4 WVS FINANCIAL CORP. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in thousands) Six Months Ended December 31, --------------------- 1999 1998 -------- -------- OPERATING ACTIVITIES Net income $ 2,317 $ 1,933 Adjustments to reconcile net income to cash provided by operating activities: Gain on sale of investments and mortgage-backed securities --- (36) Depreciation and amortization, net 58 59 Amortization of discounts, premiums and deferred loan fees (32) (6) Amortization of ESOP, RRP and deferred and unearned compensation 280 175 Increase in accrued interest receivable (671) (113) Increase (decrease) in accrued interest payable 416 (28) Increase in accrued and deferred taxes (84) (141) Other, net (6) 110 ---------- ---------- Net cash provided by operating activities 2,278 1,953 ---------- ---------- INVESTING ACTIVITIES Available-for-sale: Purchases of investments and mortgage-backed securities (1,351) (26,908) Proceeds from repayments of investments and mortgage-backed securities 1,375 35,235 Proceeds from sale of investments and mortgage-backed securities --- 905 Held-to-maturity: Purchases of investments and mortgage-backed securities (33,464) (116,596) Proceeds from repayments of investments and mortgage-backed securities 10,001 83,317 (Increase) decrease in net loans receivable (6,008) 5,066 Increase in FHLB stock (1,710) (1,520) Other, net (21) --- Purchases of premises and equipment (6) (45) ---------- ---------- Net cash used for investing activities (31,184) (20,546) ---------- ---------- 5 WVS FINANCIAL CORP. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in thousands) Six Months Ended December 31, -------------------- 1999 1998 -------- -------- FINANCING ACTIVITIES Net decrease in transaction and passbook accounts (219) (400) Net (decrease) increase in certificates of deposit (2,337) 1,518 Net increase in FHLB borrowings 12,100 12,643 Net increase in other borrowings 24,385 11,260 Net decrease in advance payments by borrowers for taxes and insurance (970) (1,251) Net proceeds from issuance of common stock 1 232 Funds used for purchase of treasury stock (2,898) (1,893) Cash dividends paid (967) (1,104) -------- -------- Net cash provided by financing activities 29,095 21,005 -------- -------- Increase in cash and cash equivalents 189 2,412 CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD 1,893 2,506 -------- -------- CASH AND CASH EQUIVALENTS AT END OF THE PERIOD $ 2,082 $ 4,918 ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period for: Interest on deposits, escrows and borrowings $ 7,420 $ 6,281 Income taxes $ 1,366 $ 1,368 See accompanying notes to consolidated financial statements. 6 WVS FINANCIAL CORP. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) (in thousands) Accum. Other Retained Add'l. Unallocated Unallocated Compre- Earnings Common Paid-In Treasury Shares Held Shares Held hensive Substantially Stock Capital Stock by ESOP by RRP Loss Restricted Total ---------- ------- --------- ------------- ------------ --------- -------------- ---------- Balance at June 30, 1999 $ 37 $19,062 $(7,596) $ (232) $ (326) $ (31) $17,024 $27,938 Comprehensive income: Net Income 2,317 2,317 Other comprehensive income: Change in unrealized holding losses on securities, net of income tax benefit of $73 (141) (141) ---------- Comprehensive income 2,176 Purchase of shares for treasury stock (2,898) (2,898) Release of earned Employee Stock Ownership Plan (ESOP) shares 145 81 226 Accrued compensation expense for Recognition and Retention Plans (RRP) 54 54 Exercise of stock options 1 1 Cash dividends declared ($0.32 per share) (965) (965) ---------- ------- --------- ------------- ------------ --------- -------------- ---------- Balance at Dec. 31, 1999 $ 37 $19,208 $(10,494) $ (151) $ (272) $ (172) $18,376 $26,532 ========== ======= ========= ============= ============ ========= ============== ========== See accompanying notes to consolidated financial statements. 7 WVS FINANCIAL CORP. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and therefore do not include information or footnotes necessary for a complete presentation of financial condition, results of operations, and cash flows in conformity with generally accepted accounting principles. However, all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary for a fair presentation have been included. The results of operations for the three and six months ended December 31, 1999, are not necessarily indicative of the results which may be expected for the entire fiscal year. 2. RECENT ACCOUNTING PRONOUNCEMENTS In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities". The statement provides accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, by requiring the recognition of those items as assets or liabilities in the statement of financial position, recorded at fair value. Statement No. 133 precludes a held-to-maturity security from being designated as a hedged item, however, at the date of initial application of this statement, an entity is permitted to transfer any held-to-maturity security into the available-for-sale or trading categories. The unrealized holding gain or loss on such transferred securities shall be reported consistent with the requirements of Statement No. 115, "Accounting for Certain Investments in Debt and Equity Securities". Such transfers do not raise an issue regarding an entity's intent to hold other debt securities to maturity in the future. In June 1999, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133 - an amendment of FASB Statement No. 133." This statement delayed the effective date of Statement No. 133 for one year, to fiscal years beginning after June 15, 2000. Earlier adoption is permitted for any fiscal quarter that begins after the issue date of this statement. The Company does not believe the effect of the adoption of this accounting statement will be material. 8 3. EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share. Three Months Ended Six Months Ended December 31, December 31, --------------------------- --------------------------- 1999 1998 1999 1998 ----------- ----------- ----------- ----------- Weighted average common shares outstanding 3,668,220 3,663,204 3,668,165 3,660,162 Average treasury stock shares (653,964) (94,158) (610,379) (54,715) Average unearned ESOP shares (36,845) (57,012) (40,877) (59,033) ----------- ----------- ----------- ----------- Weighted average common shares and common stock equivalents used to calculate basic earnings per share 2,977,411 3,512,034 3,016,909 3,546,414 Additional common stock equivalents (stock options) used to calculate diluted earnings per share 27,290 30,850 27,569 31,251 ----------- ----------- ----------- ----------- Weighted average common shares and common stock equivalents used to calculate diluted earnings per share 3,004,701 3,542,884 3,044,478 3,577,665 =========== =========== =========== =========== Net income $ 1,180,008 $ 983,321 $ 2,316,869 $ 1,933,443 =========== =========== =========== =========== Earnings per share: Basic $ 0.40 $ 0.28 $ 0.77 $ 0.55 Diluted $ 0.39 $ 0.28 $ 0.76 $ 0.54 =========== =========== =========== =========== 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 1999 GENERAL WVS Financial Corp. ("WVS" or the "Company") is the parent holding company of West View Savings Bank ("West View" or the "Savings Bank"). The Company was organized in July 1993 as a Pennsylvania-chartered unitary bank holding company and acquired 100% of the common stock of the Savings Bank in November 1993. West View Savings Bank is a Pennsylvania-chartered, SAIF-insured stock savings bank conducting business from six offices in the North Hills suburbs of Pittsburgh. The Savings Bank converted to the stock form of ownership in November 1993. The Savings Bank had no subsidiaries at December 31, 1999. The operating results of the Company depend primarily upon its net interest income, which is determined by the difference between income on interest-earning assets, principally loans, mortgage-backed securities and investment securities, and interest expense on interest-bearing liabilities, which consist primarily of deposits and borrowings. The Company's net income is also affected by its provision for loan losses, as well as the level of its non-interest income, including loan fees and service charges, and its non-interest expenses, such as compensation and employee benefits, income taxes, deposit insurance and occupancy costs. The Company's strategy focuses on community-based lending, maintaining asset quality and generating consistent earnings growth. FINANCIAL CONDITION The Company's assets totaled $380.3 million at December 31, 1999, as compared to $348.4 million at June 30, 1999. The $31.9 million or 9.1% increase in total assets was primarily comprised of a $25.1 million or 14.7% increase in investment and mortgage-backed securities, including Federal Home Loan Bank ("FHLB") stock, a $5.9 million or 3.5% increase in net loans receivable and a $670 thousand or 21.6% increase in accrued interest receivable. The Company's investment securities increased from $98.4 million to $120.0 million while mortgage-backed securities increased from $72.4 million to $75.9 million from June 30 to December 31, 1999. The Company's total liabilities increased $33.2 million or 10.4% to $353.7 million as of December 31, 1999, from $320.5 million as of June 30, 1999. The $33.2 million increase in total liabilities was primarily comprised of a $36.5 million or 25.5% increase in FHLB advances and other borrowings which was partially offset by a $2.6 million or 1.5% decrease in deposits and a $971 thousand decrease in advance payments by borrowers for taxes and insurance. Total stockholders' equity decreased $1.4 million or 5.0% to $26.5 million as of December 31, 1999, from $27.9 million as of June 30, 1999. Capital expenditures for the Company's stock repurchase program and cash dividends totaled $2.9 million and $965 thousand, respectively, which were partially funded by Company net income of $2.3 million for the six months ended December 31, 1999. 10 ASSET AND LIABILITY MANAGEMENT The Company continued a strategy designed to reduce the interest rate sensitivity of its financial assets to its financial liabilities. The primary elements of this strategy include: 1) expanding the Company's investment growth program in order to enhance net interest income; 2) maintaining the Company's level of short-term liquid investments by funding loan commitments and purchasing longer-term investment securities; 3) emphasizing the growth of lower-cost savings and checking accounts; and 4) pricing the Company's certificates of deposit and loan products nearer to the market average rate as opposed to the upper range of market offered rates. The Company has continued its investment growth program, originally initiated in the third quarter of fiscal 1994, in order to realize additional net interest income. Under this strategy, a longer-term callable or noncallable investment security, or mortgage-backed security, is purchased and funded through the use of non-deposit liabilities, such as FHLB advances and short-term borrowings. With this strategy, the Company increases its net interest income, but also faces the risk, during periods of rising market interest rates, that it may experience a decline in net interest income if the rate paid on its various borrowings rises above the rate earned on the investment security purchased. In order to mitigate this exposure, the Board has placed certain restrictions on the investment growth program, including: 1) the average outstanding daily balance of total borrowings, computed quarterly, may not exceed $195.0 million; 2) suitable investments shall be restricted to those meeting the credit quality criteria outlined in the Company's investment policy; 3) each security purchased shall initially yield a minimum of one hundred and twenty-five basis points above the incremental rate paid on short-term borrowings, at the time of purchase; and 4) the Company's total borrowed funds position, allocated to the investment growth program, may not exceed $200.0 million. In most cases, the initial yield spread earned on investment security purchases ranged from approximately 225 to 250 basis points. During the six months ended December 31, 1999, the Company increased its mortgage-backed securities portfolio by $3.5 million or 4.83%. The increase for the six months was attributable to security purchases partially offset by principal amortization. Mortgage-backed securities purchases for the six months totaled approximately $9.8 million with an estimated weighted average purchase yield of 7.64%. At December 31, 1999, the Company held $75.9 million of mortgage-backed securities with an approximate yield of 7.00%. The mortgage-backed securities purchases were made in order to mitigate the principal calls on the Company's callable bond portfolio and to earn a higher yield with an expected average life profile comparable to longer-term callable agency bonds. The Company has continued to purchase bonds with optional principal redemption features ("callable bonds") in order to capture additional net interest income. Callable bonds generally provide investors with higher rates of return than noncallable bonds because the issuer has the option to redeem the bonds before maturity. While this strategy affords WVS the current opportunity to improve its net interest income, during a period of declining interest rates, the Company would be exposed to the risk that the investment will be redeemed prior to its final stated maturity. In order to mitigate this risk, the Company has funded a significant portion of its purchases of callable bonds with short-term borrowings. Approximately $4.0 million of callable agency bonds with an estimated weighted average yield to call of 5.83% were called during the six months ended December 31, 1999. During the six months ended December 31, 1999, the Company purchased approximately $20.7 million of callable bonds with an approximate weighted average yield to call and maturity of 8.20% and 7.84%, respectively. The callable agency bond purchases, totaling $20.7 million, are summarized by initial term to call as follows: $10.0 million within three months, $3.2 million with greater than three months and within six months, $4.0 11 million with greater than six months and within one year, $1.0 million with greater than twelve months and within twenty-four months, and $2.5 million with greater than twenty-four months and within thirty-six months. During the six months ended December 31, 1999, the Company borrowed approximately $260.9 million in various borrowings from the FHLB with a weighted average rate of 5.18% and incurred $178.0 million in other borrowings with a weighted average rate of 5.41%. During the six months ended December 31, 1999, the Company repaid $248.9 million of FHLB advances and $154.3 million of other borrowings. The Company also makes available for origination residential mortgage loans with interest rates which adjust pursuant to a designated index, although customer acceptance has been somewhat limited in the Savings Bank's market area. The Company will continue to selectively offer commercial real estate, land acquisition and development, and shorter-term construction loans, primarily on residential properties, to partially increase its loan asset sensitivity. Due to relatively low fifteen and thirty year mortgage loan yields, the Company intends to emphasize higher yielding commercial real estate, home equity and small business loans to existing customers and seasoned prospective customers. As of December 31, 1999, the implementation of these asset and liability management initiatives resulted in the following: 1) an aggregate of $52.1 million or 29.2% of the Company's net loan portfolio had adjustable interest rates or maturities of less than 12 months; 2) $16.2 million or 21.3% of the Company's portfolio of mortgage-backed securities (including collateralized mortgage obligations - "CMOs") were secured by floating rate securities; and 3) $106.4 million or 95.2% of the Company's investment securities portfolio was comprised of callable bonds. The effect of interest rate changes on a financial institution's assets and liabilities may be analyzed by examining the "interest rate sensitivity" of the assets and liabilities and by monitoring an institution's interest rate sensitivity "gap". An asset or liability is said to be interest rate sensitive within a specific time period if it will mature or reprice within a given time period. A gap is considered positive when the amount of rate sensitive assets exceeds the amount of rate sensitive liabilities. A gap is considered negative when the amount of interest sensitive liabilities exceeds the amount of interest sensitive assets. During a period of falling interest rates, a positive gap would tend to adversely affect net interest income, while a negative gap would tend to result in an increase in net interest income. During a period of rising interest rates, a positive gap would tend to result in an increase in net interest income, while a negative gap would tend to adversely affect net interest income. The Company's one year cumulative interest rate sensitivity gap is estimated at a negative 24.0% of total assets at December 31, 1999, as compared to a negative 8.9% at June 30, 1999, in each instance, based on certain assumptions by management with respect to the repricing of certain assets and liabilities. At December 31, 1999, the Company's interest-earning assets maturing or repricing within one year totaled $90.9 million while the Company's interest-bearing liabilities maturing or repricing within one year totaled $182.0 million, providing an excess of interest-earning liabilities over interest-bearing assets of $91.1 million. At December 31, 1999, the percentage of the Company's assets to liabilities maturing or repricing within one year was 49.9%. 12 RESULTS OF OPERATIONS General. WVS reported net income of $1.2 million, or $0.39 diluted earnings per share, and $2.3 million, or $0.76 diluted earnings per share, for the three and six months ended December 31, 1999, respectively. Net income increased by $197 thousand or 20.0% and diluted earnings per share increased $0.11 or 39.3% for the three months ended December 31, 1999, when compared to the same period in 1998. The increase was primarily attributable to a $367 thousand increase in net interest income, partially offset by a $90 thousand increase in non-interest expense and a $62 thousand increase in income tax expense. Net income increased by $384 thousand or 19.9% and diluted earnings per share increased $0.22 or 40.7% for the six months ended December 31, 1999, when compared to the same period in 1998. The increase was principally the result of a $691 thousand increase in net interest income, partially offset by a $140 thousand increase in non-interest expense and a $182 thousand increase in income tax expense. Net Interest Income. The Company's net interest income increased by $367 thousand or 14.7% for the three months ended December 31, 1999, when compared to the same period in 1998. For the six months ended December 31, 1999, net interest income increased by $691 thousand or 13.8%, when compared to the same period in 1998. Both increases were principally attributable to increases in the Company's investment, mortgage-backed securities and loan portfolios which were primarily funded with FHLB advances and other borrowings. Interest Income. Interest and dividend income on interest-bearing deposits with other institutions, investment securities and FHLB stock ("other investment securities") increased by $687 thousand or 47.3% for the three months ended December 31, 1999, when compared to the same period in 1998. The increase was primarily attributable to a $32.0 million increase in the average balance of investment securities outstanding and a 54 basis point increase in the weighted average yield earned on investment securities for the three months ended December 31, 1999, when compared to the same period in 1998. Interest on other investment securities increased $1.1 million or 35.9% for the six months ended December 31, 1999, when compared to the same period in 1998. The increase in interest income on investment securities was attributable to a $26.4 million increase in the average balance of investment securities outstanding and a 37 basis point increase in the weighted average yield earned on investment securities for the six months ended December 31, 1999, when compared to the same period in 1998. The increases in the average balance of investment securities during both the three and six month periods ended December 31, 1999, were principally attributable to purchases of investment securities under the Company's investment growth program. The increase in the weighted average yield earned was consistent with market conditions for the three and six months ended December 31, 1999. Interest on net loans receivable increased by $292 thousand or 9.2% for the three months ended December 31, 1999, when compared to the same period in 1998. The increase was attributable to an increase of $19.9 million in the average balance of net loans receivable outstanding, which was partially offset by a decrease of 27 basis points in the weighted average yield earned on net loans receivable for the three months ended December 31, 1999, when compared to the same period in 1998. Interest on net loans receivable increased by $519 thousand or 8.1% for the six months ended December 31, 1999, when compared to the same period in 1998. The increase was attributable to a $17.6 million increase in the average balance of outstanding loans which was partially offset by a 23 basis point decrease in the weighted average yield earned on outstanding loans for the six months ended December 31, 1999. The increases in the average loan balance outstanding for the three and six months ended December 31, 1999, were primarily attributable to an increased level of mortgage originations due to a stronger local demand for permanent mortgage financing and an emphasis on multi-family, commercial and consumer loan products in order to earn returns greater than those offered in the single-family residential mortgage market. Interest on mortgage-backed securities increased by $242 thousand or 22.6% for the three months ended December 31, 1999, when compared to the same period in 1998. The increase was attributable to a $9.0 million increase in the average balance of mortgage-backed securities outstanding and a 51 basis point increase in the weighted average yield earned on mortgage-backed securities for the three months ended December 31, 1999, when compared to the same period in 13 1998. Interest on mortgage-backed securities increased $670 thousand or 36.1% for the six months ended December 31, 1999. The increase was primarily attributable to a $17.7 million increase in the average balance of mortgage-backed securities outstanding and a 26 basis point increase in the weighted average yield earned on mortgage-backed securities for the six months ended December 31, 1999, when compared to the same period in 1998. The Company has increased its purchases of mortgage-backed securities in order to mitigate the principal calls on the Company's callable bond portfolio and to earn a higher yield with an expected average life profile comparable to longer-term callable agency bonds. Interest Expense. Interest expense on deposits and escrows decreased by $106 thousand or 6.4% and decreased by $214 thousand or 6.4% for the three and six months ended December 31, 1999, respectively, when compared to the same periods in 1998. The decrease in interest expense on deposits and escrows was principally attributable to a $1.2 million decrease in the average balance of interest-bearing deposits and escrows and a 23 basis point decrease in the average yield paid on deposits and escrows for the three months ended December 31, 1999, when compared to the same period in 1998. For the six months ended December 31, 1999, the decrease in interest expense on deposits and escrows was primarily attributable to a 27 basis point decrease in the average yield paid on deposits and escrows which was partially offset by a $501 thousand increase in the average balance of interest-bearing deposits and escrows. The average yield paid on deposits and escrows decreased due to the overall decline in market interest rates. Interest expense on FHLB advances and other borrowings increased by $960 thousand and $1.8 million for the three and six months ended December 31, 1999, respectively, when compared to the same periods in 1998. The increases were primarily attributable to a $66.7 million or 59.8% and $64.4 million or 61.5% increases in the average balance of such borrowings outstanding, and an 8 and 3 basis point increase in the weighted average rate paid on such borrowings for the three and six months ended December 31, 1999, respectively. The increased amount of borrowings outstanding was used to fund the Company's investment growth program. Provision for Loan Losses. A provision for loan losses is charged to earnings to maintain the total allowance to a level considered adequate by management to absorb potential losses in the portfolio. Management's determination of the adequacy of the allowance is based on an evaluation of the portfolio considering past experience, current economic conditions, volume, growth and composition of the loan portfolio, and other relevant factors. The Company did not record a provision for possible losses on loans for the three and six months ended December 31, 1999, respectively. At both December 31 and June 30, 1999, the Company's total allowance for loan losses amounted to $1.8 million or 1.0% of the Company's total loan portfolio. Non-Interest Income. Total non-interest income decreased by $18 thousand and increased by $15 thousand for the three and six months ended December 31, 1999, respectively, when compared to the same periods in 1998. The decrease in non-interest income for the three months ended December 31, 1999, was primarily attributable to the absence of $36 thousand in net gains on the sale of investment securities during the three months ended December 31, 1998, which was partially offset by a $20 thousand increase in ATM fees. The increase in non-interest income for the six months ended December 31, 1999, was principally attributable to a $39 thousand increase in other income including ATM fee and loan late charge income and an $11 thousand increase in service charges on deposits, which were offset by the absence of $36 thousand in net gains on the sale of investment securities during 1998. Non-Interest Expense. Total non-interest expense increased $90 thousand or 8.1% and $140 thousand or 6.4% for the three and six months ended December 31, 1999, respectively, when compared to the same periods in 1998. 14 Compensation and employee benefits expense increased $87 thousand or 12.1% and $152 thousand or 10.8% for the three and six months ended December 31, 1999, respectively, when compared to the same periods in 1998. The increases were primarily attributable to increases in salaries and employee benefits. LIQUIDITY AND CAPITAL RESOURCES Net cash provided by operating activities totaled $2.3 million during the six months ended December 31, 1999. Net cash provided by operating activities was primarily comprised of the $2.3 million of net income. Funds used by investing activities totaled $31.2 million during the six months ended December 31, 1999. Primary uses of funds during the six months ended December 31, 1999, included $36.5 million for purchases of investment and mortgage-backed securities and a $6.0 million increase in net loans receivable which were partially offset by $11.4 million of proceeds from repayments of investment and mortgage-backed securities. Funds provided by financing activities totaled $29.1 million for the six months ended December 31, 1999. The primary financial source included a $36.5 million increase in FHLB advances and other borrowings which was partially offset by $2.9 million in purchases of treasury stock, a $2.6 million decrease in deposits, a $970 thousand decrease in advance payments by borrowers for taxes and insurance and $967 thousand of cash dividends paid on the Company's common stock. During the six months ended December 31, 1999, the Company repurchased 199,901 shares of common stock. Management believes that it currently is maintaining adequate liquidity and continues to better match funding sources with lending and investment opportunities. The Company's primary sources of funds are deposits, amortization, prepayments and maturities of existing loans, mortgage-backed securities and investment securities, funds from operations, and funds obtained through short-term borrowings. At December 31, 1999, the total approved loan commitments outstanding amounted to $102 thousand. At the same date, commitments under unused lines of credit amounted to $10.5 million and the unadvanced portion of construction loans approximated $18.6 million. Certificates of deposit scheduled to mature in one year or less at December 31, 1999, totaled $58.5 million. Management believes that a significant portion of maturing deposits will remain with the Company. Historically, the Company used its sources of funds primarily to meet its ongoing commitments to pay maturing savings certificates and savings withdrawals, fund loan commitments and maintain a substantial portfolio of investment securities. The Company has been able to generate sufficient cash through the retail deposit market, its traditional funding source, and through FHLB advances and other borrowings, to provide the cash utilized in investing activities. The Company has access to the Federal Reserve Bank discount window. Management believes that the Company currently has adequate liquidity available to respond to liquidity demands. On January 25, 2000, the Company's Board of Directors declared a cash dividend of $0.16 per share payable February 17, 2000, to shareholders of record at the close of business on February 7, 2000. Dividends are subject to determination and declaration by the Board of Directors, which take into account the Company's financial condition, statutory and regulatory restrictions, general economic conditions and other factors. There can be no assurance that dividends will in fact be paid on the Common Stock or that, if paid, such dividends will not be reduced or eliminated in future periods. As of December 31, 1999, WVS Financial Corp. exceeded all regulatory capital requirements and maintained Tier I and total risk-based capital equal to $26.7 million or 14.4% and $28.5 million or 15.4%, respectively, of total risk-weighted assets, and Tier I leverage capital of $26.7 million or 7.06% of average quarterly assets. 15 Nonperforming assets consist of nonaccrual loans and real estate owned. A loan is placed on nonaccrual status when, in the judgment of management, the probability of collection of interest is deemed insufficient to warrant further accrual. When a loan is placed on nonaccrual status, previously accrued but uncollected interest is deducted from interest income. The Company normally does not accrue interest on loans past due 90 days or more, however, interest may be accrued if management believes that it will collect on the loan. The Company's nonperforming assets at December 31, 1999, totaled approximately $658 thousand or 0.18% of total assets as compared to $765 thousand or 0.22% of total assets as of June 30, 1999. Nonperforming assets at December 31, 1999, consisted of $274 thousand in commercial real estate loans, $20 thousand in single-family loans, $119 thousand in consumer loans and $6 thousand in commercial loans. Approximately $1 thousand of additional interest income would have been recorded during the six months ended December 31, 1999, if the Company's nonaccrual and restructured loans had been current in accordance with their original loan terms and outstanding throughout the six months ended December 31, 1999. YEAR 2000 COMPLIANCE The Company outsources substantially all of its data processing requirements and it is to a large extent dependent upon vendor cooperation for systems used in its day-to-day business. The Company, in conjunction with its vendors, tested its computer systems and required representations from its vendors that the products provided are year 2000 compliant. The Company has developed a plan of action to help ensure that its operational and financial systems will not be adversely affected by year 2000 software/hardware failures due to processing errors arising from calculations using the year 2000 date. During the year 2000 rollover weekend, from December 31, 1999 through January 3, 2000, all Company computer systems were fully operational. The Company intends to increase its internal audit review of customer accounts to ensure the accuracy of various account postings. The Company has not and does not expect to incur material expenditures to address the year 2000 issue. Based upon current estimates, the Company does not expect to incur more than $75 thousand (pre-tax) in year 2000 remediation expenses. Any year 2000 compliance failures, which are currently unknown, could result in additional expenses or business disruption to the Company. FORWARD LOOKING STATEMENTS When used in this Form 10-Q, or, in future filings by the Company with the Securities and Exchange Commission, in the Company's press releases or other public or shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties including changes in economic conditions in the Company's market area, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans in the Company's market area and competition that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company wishes to advise readers that the factors listed above could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to forward-looking statements to reflect events or circumstances after the date of statements or to reflect the occurrence of anticipated or unanticipated events. 16 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company's primary market risk exposure is interest rate risk and, to a lesser extent, liquidity risk. All of the Company's transactions are denominated in U.S. dollars with no specific foreign exchange exposure. The Savings Bank has no agricultural loan assets and therefore would not have a specific exposure to changes in commodity prices. Any impacts that changes in foreign exchange rates and commodity prices would have on interest rates are assumed to be exogenous and will be analyzed on an ex post basis. -- ---- Interest rate risk ("IRR") is the exposure of a banking organization's financial condition to adverse movements in interest rates. Accepting this risk can be an important source of profitability and shareholder value, however excessive levels of IRR can pose a significant threat to the Company's earnings and capital base. Accordingly, effective risk management that maintains IRR at prudent levels is essential to the Company's safety and soundness. Evaluating a financial institution's exposure to changes in interest rates includes assessing both the adequacy of the management process used to control IRR and the organization's quantitative level of exposure. When assessing the IRR management process, the Company seeks to ensure that appropriate policies, procedures, management information systems and internal controls are in place to maintain IRR at prudent levels with consistency and continuity. Evaluating the quantitative level of IRR exposure requires the Company to assess the existing and potential future effects of changes in interest rates on its consolidated financial condition, including capital adequacy, earnings, liquidity, and, where appropriate, asset quality. The Federal Reserve Board, together with the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation, adopted a Joint Agency Policy Statement on Interest Rate Risk, effective June 26, 1996. The policy statement provides guidance to examiners and bankers on sound practices for managing interest rate risk, which will form the basis for ongoing evaluation of the adequacy of interest rate risk management at supervised institutions. The policy statement also outlines fundamental elements of sound management that have been identified in prior Federal Reserve guidance and discusses the importance of these elements in the context of managing interest rate risk. Specifically, the guidance emphasizes the need for active board of director and senior management oversight and a comprehensive risk-management process that effectively identifies, measures, and controls interest rate risk. Financial institutions derive their income primarily from the excess of interest collected over interest paid. The rates of interest an institution earns on its assets and owes on its liabilities generally are established contractually for a period of time. Since market interest rates change over time, an institution is exposed to lower profit margins (or losses) if it cannot adapt to interest rate changes. For example, assume that an institution's assets carry intermediate- or long-term fixed rates and that those assets were funded with short-term liabilities. If market interest rates rise by the time the short-term liabilities must be refinanced, the increase in the institution's interest expense on its liabilities may not be sufficiently offset if assets continue to earn at the long-term fixed rates. Accordingly, an institution's profits could decrease on existing assets because the institution will either have lower net interest income or, possibly, net interest expense. Similar risks exist when assets are subject to contractual interest rate ceilings, or rate sensitive assets are funded by longer-term, fixed-rate liabilities in a decreasing-rate environment. An institution may use several techniques to minimize interest rate risk. One approach used by the Company is to periodically analyze its assets and liabilities and make future financing and investment decisions based on payment streams, interest rates, contractual maturities, and estimated sensitivity to actual or potential changes in market interest rates. Such activities fall under the broad definition of asset/liability management. The Company's primary asset/liability management technique is the monitoring of the Company's 17 asset/liability gap which was discussed in detail under "Asset and Liability Management" commencing on page 11. An institution could also manage interest rate risk by selling existing assets, repaying certain liabilities or matching repricing periods for new assets and liabilities (for example, by shortening terms of new loans or investments). A large portion of an institution's liabilities may be short-term or due on demand, while most of its assets may be invested in long-term loans or investments. Accordingly, the Company seeks to have in place sources of cash to meet short-term demands. These funds can be obtained by increasing deposits, borrowing, or selling assets. Also, FHLB advances and wholesale borrowings have become increasingly important sources of liquidity for the Company. Financial institutions are also subject to prepayment risk in falling rate environments. For example, mortgage loans and other financial assets may be prepaid by a debtor so that the debtor may refund its obligations at new, lower rates. Prepayments of assets carrying higher rates reduce the Company's interest income and overall asset yields. An institution might also invest in more complex financial instruments intended to hedge, or otherwise change the interest rate risk of existing assets, liabilities, or anticipated transactions. Interest rate swaps, futures contracts, options on futures, and other such derivative financial instruments often are used for this purpose. Because these instruments are sensitive to interest rate changes, they require management expertise to be effective. The Company has not purchased derivative financial instruments in the past and does not presently intend to purchase such instruments in the near future. The following table provides information about the Company's financial instruments that are sensitive to changes in interest rates as of December 31, 1999, based on the information and assumptions in the notes. The Company's assumptions are based on statistical data provided by a federal regulatory agency in the Company's market area, and are believed to be reasonable. The Company had no derivative financial instruments or trading portfolio as of December 31, 1999. The expected maturity date values for loans receivable, mortgage-backed securities, and investment securities were calculated by adjusting the instrument's contractual maturity date for expectations of prepayments. Similarly, expected maturity date values for interest-bearing core deposits were calculated based upon estimates of the period over which the deposits would be outstanding. With respect to the Company's adjustable rate instruments, expected maturity date values were measured by adjusting the instrument's contractual maturity date for expectations of prepayments. Substantially all of the Company's investment securities portfolio is comprised of callable government agency securities. From a risk management perspective, the Company believes that repricing dates, as opposed to expected maturity dates, may be a more relevant metric in analyzing the value of such instruments. Company borrowings were tabulated by contractual maturity dates and without regard to any conversion or repricing dates. 18 EXPECTED MATURITY DATE-QUARTER ENDED DECEMBER 31, ------------------------------------------------------------------------------------------ There- Fair 2000 2001 2002 2003 2004 after Total Value ---------- --------- --------- --------- --------- --------- ---------- ---------- ON-BALANCE SHEET FINANCIAL INSTRUMENTS Interest-earning assets: Loans receivable (1)(2)(3)(4) Fixed rate $30,380 $18,055 $13,861 $12,232 $9,471 $52,376 $136,375 $134,108 Average interest rate 7.84% 7.61% 7.56% 7.55% 7.48% 7.41% Adjustable rate 14,380 6,778 5,520 4,507 3,687 7,639 42,511 42,495 Average interest rate(5) 7.81% 7.84% 7.88% 7.92% 7.95% 7.89% Mortgage-backed securities Fixed rate --- --- 92 1,345 --- 58,478 59,915 57,419 Average interest rate 0.00% 0.00% 7.10% 6.02% 0.00% 6.91% Adjustable rate --- --- --- --- --- 16,174 16,174 16,439 Average interest rate(6) 0.00% 0.00% 0.00% 0.00% 0.00% 7.41% Investments(7) 9,285 --- --- --- --- 110,712 119,997 112,178 Average interest rate 6.83% 0.00% 0.00% 0.00% 0.00% 7.52% Interest-bearing deposits 1,187 --- --- --- --- --- 1,187 1,187 Average interest rate 4.06% 0.00% 0.00% 0.00% 0.00% 0.00% ---------- --------- --------- --------- --------- --------- ---------- ---------- Total 55,232 24,833 19,473 18,084 13,158 245,379 376,159 363,826 Interest-bearing liabilities: Interest-bearing deposits and escrows(8)(9)(10) 88,815 20,157 20,157 9,228 9,228 23,132 170,717 170,285 Average interest rate 4.07% 3.47% 3.47% 3.58% 3.58% 2.19% Borrowings 93,205 5,000 16,500 --- --- 64,500 179,205 173,919 5.36% 5.87% 5.79% 0.00% 0.00% 5.19% Average interest rate ---------- --------- --------- --------- --------- --------- ---------- ---------- Total $182,020 $25,157 $36,657 $9,228 $9,228 $87,632 $349,922 $344,204 (1) Net of undisbursed loan proceeds and does not include net deferred loan fees or the allowance for loan losses. (2) For single-family residential loans, assumes annual amortization and prepayment rate at 25% for adjustable rate loans, and 10% to 42% for fixed rate loans. For multi-family residential loans and other loans, assumes amortization and prepayment rate of 12%. (3) For second mortgage loans, assumes annual amortization and prepayment rate of 18%. (4) Consumer loans assumes amortization and prepayment rate of 13%. (5) Substantially all of the Company's adjustable rate loans reprice on an annual basis based upon changes in the one-year constant maturity treasury index with various market based annual and lifetime interest rate caps and floors. (6) Substantially all of the Company's adjustable rate mortgage-backed securities reprice on a monthly basis based upon changes in the one month LIBOR index with various lifetime caps and floors. (7) Totals include the Company's investment in Federal Home Loan Bank stock. (8) For regular savings accounts, assumes an annual decay rate of 17% for three years or less, 16% for more than three through five years and 14% for more than five years. (9) For NOW accounts, assumes an annual decay rate of 37% for one year or less, 32% for more than one through three years and 17% for more than three years. (10)For money market deposit accounts, assumes an annual decay rate of 79% for one year or less and 31% for more than one year. 19 The table below provides information about the Company's anticipated transactions comprised of firm loan commitments and other commitments, including undisbursed letters and lines of credit. The Company used no derivative financial instruments to hedge such anticipated transactions as of December 31, 1999. Anticipated Transactions ------------------------ Undisbursed construction and land development loans Fixed rate $8,441 8.03% Adjustable rate $10,143 9.03% Undisbursed lines of credit Adjustable rate $10,457 8.27% Loan origination commitments Fixed rate $564 7.81% Unfunded security commitments Fixed rate (1) $6,549 8.35% Letters of credit Adjustable rate $20 10.75% -------- $36,174 (1) Taxable equivalent yield. 20 PART II - OTHER INFORMATION ITEM 1. Legal Proceedings The Company is involved with various legal actions arising in the ordinary course of business. Management believes the outcome of these matters will have no material effect on the consolidated operations or consolidated financial condition of WVS Financial Corp. ITEM 2. Changes in Securities Not applicable. ITEM 3. Defaults Upon Senior Securities Not applicable. ITEM 4. Submission of Matters to a Vote of Security Holders (a) An annual meeting of stockholders was held on October 26, 1999. (b) Not applicable. (c) Two matters were voted upon at the annual stockholder meeting held on October 26, 1999: Item 1: Proposal to elect two directors for a four-year term or until their successors are elected and qualified; Item 2: Proposal to ratify the appointment by the Board of Directors of S.R. Snodgrass, A.C. as the Company's independent auditors for the fiscal year ending June 30, 2000. Each of the two proposals received stockholder approval. The voting record with respect to each item voted upon is enumerated below: Item Nominee Number (if Applicable) For Against Abstain ------ --------------- --- ------- ------- 1 Arthur H. Brandt 2,675,507 44,695 William J. Hoegel 2,710,301 9,901 2 Election of Auditors 2,663,558 5,985 50,659 There were no broker non-votes cast with respect to any matter voted upon. (d) Not applicable. ITEM 5. Other Information Not applicable. ITEM 6. Exhibits and Reports on Form 8-K (a) The following exhibit is filed as part of this form 10-Q, and this list includes the Exhibit Index. Number Description Page ------ ------------------------ ---- 27 Financial Data Schedule E-1 (b) Not applicable. 21 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. WVS FINANCIAL CORP. February 7, 2000 BY: /s/ David J. Bursic ---------------- --------------------------------------------- Date David J. Bursic President and Chief Executive Officer (Principal Executive and Financial Officer) February 7, 2000 BY: /s/ Janell A. Butorac ---------------- --------------------------------------------- Date Janell A. Butorac, CPA Assistant Vice President Principal Accounting Officer