FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended . . . . . . . June 30, 1996 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------------------ ------------------ For Quarter Ended June 30, 1996 Commission file number 0-25454 WASHINGTON FEDERAL, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Washington 91-1661606 --------------- ------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 425 Pike Street Seattle, Washington 98101 ------------------------------------------------------- (Address of principal executive offices and Zip Code) (206) 624-7930 ------------------ (Registrant's telephone number, including area code) ---------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports 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. (1) Yes X . No . ----- ----- (2) Yes X . No . ----- ----- APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Title of class: at August 6, 1996 ----------------------------- ----------------- Common stock, $1.00 par value 41,508,287 shares -1- WASHINGTON FEDERAL, INC. AND SUBSIDIARIES PART I Item 1. Financial Statements The Consolidated Financial Statements of Washington Federal, Inc. and Subsidiaries filed as a part of the report are as follows: Consolidated Statements of Financial Condition as of June 30, 1996 and September 30, 1995 Page 3 Consolidated Statements of Operations for the three and nine months ended June 30, 1996 and 1995 Page 4 Consolidated Statements of Cash Flows for the nine months ended June 30, 1996 and 1995 Page 5 Notes to Consolidated Financial Statements Page 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Page 7 PART II Item 1. Legal Proceedings Page 11 Item 2. Changes in Securities Page 11 Item 3. Defaults upon Senior Securities Page 11 Item 4. Submission of Matters to a Vote of Stockholders Page 11 Item 5. Other Information Page 11 Item 6. Exhibits and Reports on Form 8-K Page 11 Signatures Page 12 -2- WASHINGTON FEDERAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED) June 30, 1996 September 30, 1995 (In thousands, except per share data) ASSETS Cash. . . . . . . . . . . . . . . . . . . . $ 22,099 $ 23,168 Available-for-sale securities . . . . . . . 524,725 361,625 Held-to-maturity securities, market value of $702,788 at June 30, 1996. . . . . . . 669,339 975,890 Loans receivable. . . . . . . . . . . . . . 3,627,022 3,034,027 Interest receivable . . . . . . . . . . . . 34,355 31,441 Premises and equipment, net . . . . . . . . 40,887 39,930 Real estate held for sale . . . . . . . . . 33,924 32,129 FHLB stock. . . . . . . . . . . . . . . . . 54,312 45,134 Costs in excess of net assets acquired. . . 28,344 31,002 Other assets. . . . . . . . . . . . . . . . 5,581 3,056 --------- --------- $ 5,040,588 $ 4,577,402 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Customer accounts Savings and demand accounts . . . . . . $ 2,435,828 $ 2,371,099 Repurchase agreements with customers. . 62,519 74,236 --------- --------- 2,498,347 2,445,335 FHLB advances . . . . . . . . . . . . . . 1,063,500 527,000 Other borrowings, primarily securities sold under agreements to repurchase . . 809,834 957,087 Advance payments by borrowers for taxes and insurance . . . . . . . . . . 13,452 23,222 Federal and state income taxes. . . . . . 35,680 32,542 Accrued expenses and other liabilities. . 22,280 16,287 --------- --------- 4,443,093 4,001,473 Stockholders' equity Common stock, $1.00 par value, 100,000,000 shares authorized; 43,983,766 and 39,943,213 shares issued; 42,246,383 and 38,874,228 shares outstanding 43,984 39,943 Paid-in capital . . . . . . . . . . . . . 405,181 320,920 Valuation adjustment for available-for-sale securities, net of taxes 4,000 8,000 Treasury stock, at cost; 1,737,383 and 1,068,985 shares. . . . . ( 34,296) ( 22,412) Retained earnings . . . . . . . . . . . . 178,626 229,478 --------- --------- 597,495 575,929 --------- --------- $ 5,040,588 $ 4,577,402 CONSOLIDATED FINANCIAL HIGHLIGHTS Stockholders' equity per share. . . . . . . $ 14.14 $ 13.47 Stockholders' equity to total assets. . . . 11.85% 12.58% Loans serviced for others . . . . . . . . . $ 118,983 $ 146,360 Weighted average rates at period end Loans and mortgage-backed securities. . . 8.14% 8.26% Investment securities*. . . . . . . . . . 7.62 7.69 Combined on loans, mortgage-backed securities and investment securities. 8.10 8.22 Customer accounts . . . . . . . . . . . . 4.98 5.51 Borrowings. . . . . . . . . . . . . . . . 5.49 5.87 Combined cost of customer accounts and borrowings. . . . . . . . . . . . 5.20 5.65 Interest rate spread. . . . . . . . . . . 2.90 2.57 *Includes municipal bonds at tax equivalent yields -3- WASHINGTON FEDERAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Quarter Ended Nine Months Ended June 30, June 30, 1996 1995 1996 1995 (In thousands, except per share data) INTEREST INCOME Loans. . . . . . . . . . . . . . . $ 78,339 $ 60,774 $224,676 $172,470 Mortgage-backed securities . . . . 17,764 21,257 57,464 62,973 Investment securities. . . . . . . 6,889 5,623 17,776 15,854 ------- ------- ------- ------- 102,992 87,654 299,916 251,297 INTEREST EXPENSE Customer accounts. . . . . . . . . 31,320 30,832 98,979 82,117 FHLB advances and other borrowings 25,619 19,382 72,395 51,567 ------- ------- ------- ------- 56,939 50,214 171,374 133,684 ------- ------- ------- ------- Net interest income. . . . . . . . 46,053 37,440 128,542 117,613 Provision for loan losses. . . . . 1,276 612 2,060 1,306 ------- ------- ------- ------- Net interest income after provision for loan losses 44,777 36,828 126,482 116,307 ------- ------- ------- ------- OTHER INCOME Gains on sale of securities. . . . 735 342 1,444 342 Other. . . . . . . . . . . . . . . 1,093 1,316 3,373 3,484 ------- ------- ------- ------- 1,828 1,658 4,817 3,826 OTHER EXPENSE Compensation and fringe benefits . 5,113 4,798 14,985 13,748 Federal insurance premiums . . . . 1,389 1,245 4,144 3,721 Occupancy expense. . . . . . . . . 862 731 2,458 2,308 Other. . . . . . . . . . . . . . . 2,250 2,401 6,423 7,638 ------- ------- ------- ------- 9,614 9,175 28,010 27,415 Gains on real estate owned, net. . 25 71 46 175 ------- ------- ------- ------- Income before income taxes . . . . 37,016 29,382 103,335 92,893 Income taxes . . . . . . . . . . . 13,546 10,768 37,802 34,013 ------- ------- ------- ------- NET INCOME . . . . . . . . . . . . $ 23,470 $ 18,614 $ 65,533 $ 58,880 ======= ======= ======= ======= PER SHARE DATA Net income . . . . . . . . . . . . $ .55 $ .43 $ 1.53 $ 1.34 Cash dividends . . . . . . . . . . $ .23 $ .21 $ .67 $ .61 Weighted average number of shares outstanding, including dilutive stock options. . . . . . . . . . 42,616,068 43,722,408 42,941,858 43,923,028 Return on average assets . . . . . 1.87% 1.75% 1.80% 1.92% -4- WASHINGTON FEDERAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended June 30, 1996 1995 (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES Net Income. . . . . . . . . . . . . . . . . . . . . . . . $ 65,533 $ 58,880 Adjustments to reconcile net income to net cash provided by operating activities Amortization of fees, discounts and premiums, net. . . ( 14,809) ( 12,853) Amortization of costs in excess of net assets acquired 2,658 2,650 Depreciation . . . . . . . . . . . . . . . . . . . . . 1,410 1,428 Gains on sale of investments and real estate held for sale. . . . . . . . . . . . ( 1,490) ( 517) Increase in accrued interest receivable. . . . . . . . ( 2,914) ( 5,257) Increase in income taxes payable . . . . . . . . . . . 6,028 2,074 FHLB stock dividends . . . . . . . . . . . . . . . . . ( 2,678) ( 2,672) Decrease (increase) in other assets. . . . . . . . . . ( 2,525) 405 Increase in accrued expenses and other liabilities . . 5,993 2,040 ------- ------- Net cash provided by operating activities . . . . . . . . 57,206 46,178 ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES Loans and contracts originated Loans on existing property. . . . . . . . . . . . . . . (803,361) (433,749) Construction loans. . . . . . . . . . . . . . . . . . . (318,505) (250,067) Land loans. . . . . . . . . . . . . . . . . . . . . . . ( 71,690) ( 66,800) Loans refinanced. . . . . . . . . . . . . . . . . . . . ( 54,635) ( 14,706) ------- ------- (1,248,191) (765,322) Savings account loans originated. . . . . . . . . . . . . ( 4,900) ( 3,357) Loan principal repayments . . . . . . . . . . . . . . . . 640,041 410,990 Increase in undisbursed loans in process. . . . . . . . . 30,973 21,931 Loans purchased . . . . . . . . . . . . . . . . . . . . . ( 786) ( 4,372) Purchase of available-for-sale securities . . . . . . . . (241,230) (135,651) Principal payments and maturities of available-for-sale securities . . . . . . . . . . . . . 123,534 37,613 Sales of available-for-sale securities. . . . . . . . . . 165,719 10,843 Purchases of held-to-maturity securities. . . . . . . . . --- (172,052) Principal payments and maturities of held-to-maturity securities . . . . . . . . . . . . . . 91,940 37,029 Proceeds from sale of real estate held for sale . . . . . 970 1,070 Premises and equipment purchased, net . . . . . . . . . . ( 2,367) ( 1,872) Redemption (purchase) of FHLB stock . . . . . . . . . . . ( 6,500) 35,000 ------- ------- Net cash used by investing activities . . . . . . . . . . (450,797) (528,150) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES Net deposits (withdrawals) on short-term customer accounts 33,268 ( 72,827) Deposits to long-term customer accounts . . . . . . . . . 509,440 654,684 Withdrawals from long-term customer accounts. . . . . . . (588,674) (599,167) Interest credited to customer accounts. . . . . . . . . . 98,978 82,117 Net increase in short-term borrowings . . . . . . . . . . 549,247 449,833 Repayments of long-term borrowings. . . . . . . . . . . . (160,000) --- Proceeds from exercise of common stock options. . . . . . 368 525 Treasury stock purchased. . . . . . . . . . . . . . . . . ( 11,884) ( 9,005) Dividends . . . . . . . . . . . . . . . . . . . . . . . . ( 28,451) ( 26,552) Decrease in advance payments by borrowers for taxes and insurance . . . . . . . . . . . . . . . . ( 9,770) ( 8,248) ------- ------- Net cash provided by financing activities . . . . . . . . 392,522 471,360 ------- ------- Decrease in cash. . . . . . . . . . . . . . . . . . . . . ( 1,069) ( 10,612) Cash at beginning of period . . . . . . . . . . . . . . . 23,168 30,472 ------- ------- Cash at end of period . . . . . . . . . . . . . . . . . . $ 22,099 $ 19,860 ======= ======= SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Noncash investing activities Real estate acquired through foreclosure. . . . . . . . $ 2,719 $ 2,536 Securities reclassified to available-for-sale portfolio 215,489 324,904 Cash paid during the period for Interest. . . . . . . . . . . . . . . . . . . . . . . . 170,573 130,825 Income taxes. . . . . . . . . . . . . . . . . . . . . . 31,775 32,275 -5- WASHINGTON FEDERAL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS THREE AND NINE MONTHS ENDED JUNE 30, 1996 (Unaudited) NOTE A - BASIS OF PRESENTATION The consolidated interim financial statements included in this report have been prepared by Washington Federal, Inc. ("Company") without audit. In the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation are reflected in the interim financial statements. The interim results of operations and cash flows through February 2, 1995 were those of Washington Federal, Inc.'s predecessor, Washington Federal Savings and subsidiaries. The September 30, 1995 Consolidated Statement of Financial Condition was derived from audited financial statements. NOTE B - CASH DIVIDEND PAID Dividends per share increased to 23 cents for the quarter ended June 30, 1996 compared with 21 cents for the same period one year ago. On July 26, 1996 the Association paid its fifty-fourth consecutive quarterly cash dividend. NOTE C - ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES In November 1995, the Financial Accounting Standards Board issued "A Guide to Implementation of Statement 115 on Accounting for Certain Investments in Debt and Equity Securities" (the "Guide"). The Guide allowed the Company to reassess the appropriateness of the classifications of all its securities held at the time and no later than December 31, 1995 account for any resulting reclassification at fair value. Prior to December 31, 1995, the Company reclassified as available-for-sale mortgage-backed securities with an amortized cost of $215,489,000, and unrealized gains of $8,517,000, net of tax, were recorded as a separate component of stockholders' equity. The unrealized gains on available-for-sale securities at June 30, 1996 was $4,000,000, net of tax. NOTE D - STOCK REPURCHASE PROGRAM On March 28, 1996, the Board of Directors of the Company authorized its second stock repurchase program, which provides for the repurchase of an additional 2,000,000 shares of common stock, or approximately 5% of its outstanding shares. The repurchase will be made in open market transactions from time to time as deemed prudent by management. The repurchased shares will be held as treasury stock and will be available for general corporate purposes. As of June 30, 1996, 1,737,383 shares had been repurchased, under the initial stock repurchase program, at an average price of $19.74 per share. The Company has negotiated a $40,000,000 revolving credit facility to fund the repurchase of outstanding common stock. NOTE E - STOCK DIVIDEND On January 31, 1996, the Board of Directors of the Company declared an eleven-for-ten stock split in the form of a 10% stock dividend to stockholders of record on February 15, 1996 which was distributed on March 1, 1996. All previously reported per share amounts have been adjusted accordingly. NOTE F - SUBSEQUENT EVENT - THE COMPANY'S AGREEMENT AND PLAN OF MERGER WITH METROPOLITAN BANCORP On July 11, 1996, the Company entered into an Agreement and Plan of Merger to acquire Metropolitan Bancorp ("Metropolitan"). Metropolitan had $761 million of assets, $424 million of deposits and ten offices as of June 30, 1996. Each of the approximately 3.4 million shares of Metropolitan stock will be exchanged for Company stock at the ratio of $18 divided by the average Company share price provided the average price is between $18.00 and $24.50. The acquisition will be accounted for by the purchase method, and approximately $15 million of costs in excess of net assets acquired will be recorded and amortized by the straight-line method over 15 years. -6- WASHINGTON FEDERAL, INC. AND SUBSIDIARIES PART I - FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL On February 3, 1995, the Company completed its reorganization into a savings and loan holding company structure (the "Reorganization"). The Company's predecessor, Washington Federal Savings (the "Association") formed the Company in November, 1994 to effect the Reorganization. After stockholder approval of the Reorganization, the Association became a wholly-owned subsidiary of the Company. INTEREST RATE RISK The Association assumes a high level of interest rate risk as a result of its policy to originate fixed-rate single family home loans which are longer term in nature than the short-term characteristics of its liabilities of customer accounts and borrowed money. At June 30, 1996 the Company had $2,586,796,000 more liabilities subject to repricing in the next year than assets subject to repricing. This amounted to a negative maturity gap of 51.3% of total assets. During the past four quarters short-term interest rates continued to decline and the Company's interest bearing liabilities were repriced more quickly than the longer term interest earning assets which resulted in an improved interest rate spread. The increase in the interest rate spread to 2.90% from 2.78% at March 31, 1996 was the second consecutive quarterly increase following declines in the previous ten quarters. To counter the contraction of the interest rate spread the Company had utilized some of its borrowing capacity associated with its strong capital position to expand the balance sheet during this phase of the interest rate cycle by placing more emphasis on residential loan production and by acquiring mortgage-backed securities. With the improvement of the interest rate spreads, the Company will control its asset growth and attempt to deleverage the balance sheet. FHLB advances and other borrowed money increased to 37.2% of total assets at June 30, 1996 compared to 32.4% of total assets at September 30, 1995, and 12.6% of total assets at September 30, 1993. LIQUIDITY AND CAPITAL RESOURCES The Company's net worth at June 30, 1996 was $597,495,000 or 11.9% of total assets. This is an increase of $21,566,000 from September 30, 1995 when net worth was $575,929,000 or 12.6% of total assets. The ratio of net worth to total assets remains at a high level despite a 10% increase in assets during the nine months. The Company's percentage of net worth to total assets is among the highest in the nation and the Association's regulatory capital ratios are over three times the minimum required under Office of Thrift Supervision ("OTS") regulations. Management believes this strong net worth position will help protect earnings against interest rate risk and enable it to compete more effectively for controlled growth through acquisitions and increased customer deposits. The Company's cash and investment securities amounted to $335,456,000, an increase of $55,626,000 from nine months ago. -7- WASHINGTON FEDERAL, INC. AND SUBSIDIARIES PART I - FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES (Continued) The minimum liquidity levels of the Association are governed by the regulations of the OTS. Liquidity is defined as the ratio of average cash and eligible unpledged investment securities to the sum of average withdrawable savings plus short-term borrowings. Currently, the Association is required to maintain short-term liquidity at one percent and total liquidity at five percent. At June 30, 1996, total liquidity was 5.86% compared to 5.68% at September 30, 1995. CHANGES IN FINANCIAL CONDITION AVAILABLE-FOR-SALE AND HELD-TO-MATURITY SECURITIES. On October 1, 1994, the Company adopted SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities" ("SFAS No. 115"). Generally after the adoption of SFAS No. 115, no transfers between the held-to-maturity and available-for-sale categories are allowed, however a safe harbor was granted through December 31, 1995 (see Note C). The Company purchased $181,230,000 of U.S. government and agency securities and $60,000,000 of mortgage-backed securities during the nine month period, all of which were categorized as available-for-sale. The Company sold $136,116,000 of available-for-sale mortgage-backed securities and $29,603,000 of available-for-sale investment securities which resulted in net gains of $1,444,000 during the nine month period ended June 30, 1996. As of June 30, 1996, the Company had unrealized gains on available-for-sale securities of $4,000,000, net of tax, which were recorded as part of stockholders' equity. LOANS RECEIVABLE. Loans receivable grew 20% during the nine month period to $3,627,022,000 at June 30, 1996 from $3,034,027,000 at September 30, 1995. The increase resulted from record loan originations of $1,248,191,000 in fiscal 1996, an increase of 63% from the nine months ended June 30, 1995. COSTS IN EXCESS OF NET ASSETS ACQUIRED. At least annually the Company reviews its long lived assets, including goodwill, for potential impairment by measuring their recoverability based on expected future cash flows or other appropriate valuation techniques. Pending legislation to recapitalize the Savings Association Insurance Fund ("SAIF"), may result in an impairment to these assets. The Company will continue to evaluate these assets and, if appropriate, provide for any diminuition in value of these assets as a result of any legislation. CUSTOMER ACCOUNTS. Customer accounts at June 30, 1996 were $2,498,347,000 compared with $2,445,335,000 at September 30, 1995. The growth in customer accounts approximated 2% or $53,012,000 for the nine-month period. -8- WASHINGTON FEDERAL, INC. AND SUBSIDIARIES PART I - FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CHANGES IN FINANCIAL POSITION (Continued) FHLB ADVANCES AND OTHER BORROWINGS. Total borrowings increased $389,247,000 to $1,873,334,000 at June 30, 1996, a 26% increase over nine months ago. See Interest Rate Risk above. RESULTS OF OPERATIONS Net interest income increased $8,613,000 (23%) to $46,053,000 for the June 1996 quarter from $37,440,000 a year ago, while net interest income increased $10,929,000 (9%) to $128,542,000 for the nine months ended June 30, 1996 from the $117,613,000 for the same period of 1995. The net interest spread increased to 2.90% from 2.78% at March 31, 1996 and 2.60% at June 30, 1995. Interest income on loans increased $17,565,000 (29%) to $78,339,000 for the quarter ended June 30, 1996, from $60,774,000 for the same period one year ago. For the nine months ended June 30, 1996 interest on loans increased $52,206,000 (30%) to $224,676,000 from $172,470,000 for the same period one year ago. The increase resulted from record loan originations, increasing total loans to $3,627,022,000 at June 30, 1996 from $2,769,133,000 at June 30, 1995. Average interest rates on loans were 8.27% at June 30, 1996 compared with 8.55% one year ago. Interest income on mortgage-backed securities declined $3,493,000 (16%) to $17,764,000 for the quarter ended June 30, 1996, versus $21,257,000 the same period one year ago. Interest on mortgage-backed securities declined $5,509,000 (9%) to $57,464,000 for the nine months ended June 30, 1996 compared with $62,973,000 for the same period one year ago. The weighted average yield of 7.61% at June 30, 1996 was nearly unchanged from the 7.68% at June 30, 1995. The mortgage-backed securities portfolio declined 19% to $880,706,000 at June 30, 1996 as $136,116,000 of available-for-sale mortgage-backed securities were sold and the Company experienced an increased level of payoffs due to a declining interest rate environment. Interest on investments increased $1,266,000 (23%) and $1,922,000 (12%) for the three and nine months ended June 30, 1996, respectively, compared to the same periods one year ago. The expanded investment securities portfolio, which increased 17% at June 30, 1996 from June 30, 1995, led to the increase in interest on investments despite the decline in the weighted average yield on investment securities to 7.62% as of June 30, 1996 from 7.91% at June 30, 1995. Interest expense on customer accounts increased $488,000 (2%) to $31,320,000 for the quarter ended June 30, 1996, from $30,832,000 for the same period one year ago. Interest expense on customer accounts increased $16,862,000 (21%) to $98,979,000 for the nine months ended June 30, 1996 versus $82,117,000 for the same period one year ago. The average cost of customer accounts decreased to 4.98% at quarter end compared to 5.19% one quarter ago, 5.51% nine months ago, and 5.46% one year ago. Interest on FHLB advances and other borrowings increased $6,237,000 (32%) to $25,619,000 for the June 1996 quarter compared with $19,382,000 for the June 1995 quarter. The nine month figures increased $20,828,000 (40%) to $72,395,000 compared with $51,567,000 for the same period one year ago. The average rates paid at June 30, 1996 declined to 5.49% from the 5.50% one quarter ago, 5.87% nine months ago, and 6.03% one year ago. -9- WASHINGTON FEDERAL, INC. AND SUBSIDIARIES PART I - FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS (Continued) During the quarter ended June 30, 1996, the Association provided an additional $1,000,000 to general loan loss allowances for the inherent risks associated with the growth in the loan portfolio. Provisions for loan losses were $1,276,000 and $2,060,000 for the three and nine months ended June 30, 1996 versus $612,000 and $1,306,000 for the same periods one year ago, respectively. Other income increased $170,000 (10%) to $1,828,000 for the quarter ended June 30, 1996, compared with $1,658,000 for the comparable period one year ago. The increase was $991,000 (26%) to $4,817,000 for the nine months ended June 30, 1996 versus $3,826,000 for the same period one year ago. Gains on the sale of available-for-sale securities totalled $735,000 and $1,444,000 for the quarter and nine months ended June 30, 1996, respectively, compared with $342,000 for both the three and nine months ended June 30, 1995. Other expense increased $406,000 (4%) and $1,525,000 (5%), respectively, for the quarter and nine months ended June 30, 1996, compared with the same periods ended June 30, 1995. Both increases were offset by adjustments of $(33,000) and $930,000, respectively, for deferred loan origination costs associated with record loan volumes for the quarter and nine months ended June 30, 1996. The changes reflect general inflationary increases plus the incremental costs associated with expansion of the branch network from 85 offices at June 30, 1995 to 89 offices at June 30, 1996. Other expense from the June 30, 1996 quarter equaled .77% of average assets compared with .86% for the same period one year ago. The number of staff, including part-time employees on a full-time equivalent basis, was 597 at June 30, 1996 compared to 562 at June 30, 1995. Income taxes increased $2,778,000 (26%) and $3,789,000 (11%) for the three and nine months ended June 30, 1996, respectively, when compared to the same periods one year ago due to higher taxable income. The effective tax rate was 36.6% for both the three and nine month period ended June 30, 1996 and the same periods ended June 30, 1995. PROPOSED FINANCIAL INSTITUTION LEGISLATION The Association is a SAIF-insured institution with the Federal Deposit Insurance Corporation ("FDIC"). One plan under consideration by Congress provides for a one-time, special assessment of approximately .85% to be imposed on all deposits subject to SAIF in order to achieve mandated reserve ratios. The special assessment of the Association would approximate $20 million. No assurance can be given, however, as to whether or when such a proposal will be adopted. IMPACT OF INFLATION AND CHANGING PRICES The Consolidated Financial Statements and related Notes presented elsewhere herein have been prepared in accordance with generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. Unlike many industrial companies, substantially all of the assets and virtually all of the liabilities of the Association are monetary in nature. As a result, interest rates have a more significant impact on the Association's performance than the general level of inflation. Over short periods of time, interest rates may not necessarily move in the same direction or in the same magnitude as inflation. -10- WASHINGTON FEDERAL, INC. AND SUBSIDIARIES PART II - OTHER INFORMATION Item 1. LEGAL PROCEEDINGS From time to time the Company or its subsidiaries are engaged in legal proceedings in the ordinary course of business, none of which are considered to have a material impact on the Company's financial position or results of operations. Item 2. CHANGES IN SECURITIES Not applicable Item 3. DEFAULTS UPON SENIOR SECURITIES Not applicable Item 4. SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS Not applicable Item 5. OTHER INFORMATION Not applicable Item 6. EXHIBITS AND REPORTS ON FORM 8-K A report on form 8-K was filed on July 15, 1996 which described an Agreement and Plan of Merger entered into by Washington Federal, Inc. and Metropolitan Bancorp on July 11, 1996. No financial statements were filed with the report. -11- 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. /s/ Guy C. Pinkerton --------------------------------- August 9, 1996 GUY C. PINKERTON Chairman, President and Chief Executive Officer /s/ Ronald L. Saper --------------------------------- August 9, 1996 RONALD L. SAPER Executive Vice-President and Chief Financial Officer /s/ Keith D. Taylor --------------------------------- August 9, 1996 KEITH D. TAYLOR Senior Vice-President and Treasurer -12-