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 March 31, 1997
[ ] 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 March 31, 1997 Commission file number: 025454
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, address and 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 April 30, 1997
Common stock, $1.00 par value 47,457,082 shares
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
PART I
Item 1. Financial Statements
The Consolidated Financial Statements of Washington Federal, Inc. and
Subsidiaries filed as a part of the report are as follows:
Consolidated Statements of Financial Condition
as of March 31, 1997 and September 30, 1996............................Page 3
Consolidated Statements of Operations for the three
and six months ended March 31, 1997 and 1996...........................Page 4
Consolidated Statements of Cash Flows for the
six months ended March 31, 1997 and 1996...............................Page 5
Notes to Consolidated Financial Statements.............................Page 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...........................Page 7
PART II
Item 1. Legal Proceedings............................................Page 13
Item 2. Changes in Securities........................................Page 13
Item 3. Defaults upon Senior Securities..............................Page 13
Item 4. Submission of Matters to a Vote of Stockholders..............Page 13
Item 5. Other Information............................................Page 13
Item 6. Exhibits and Reports on Form 8-K.............................Page 13
Signatures...................................................Page 14
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
March September
31, 1997 30,1996
(In thousands, except per share data)
ASSETS
Cash...........................................$ 21,573 $ 19,635
Available-for-sale securities.................. 751,954 533,615
Held-to-maturity securities.................... 600,019 631,996
Loans receivable............................... 4,138,810 3,723,016
Interest receivable............................ 38,514 34,628
Premises and equipment, net.................... 47,599 41,885
Real estate held for sale...................... 31,643 33,491
FHLB stock..................................... 90,051 64,530
Costs in excess of net assets acquired......... 66,300 27,457
Other assets................................... 2,529 4,725
$5,788,992 $5,114,978
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Customer accounts
Savings and demand accounts................$2,832,669 $2,423,885
Repurchase agreements with customers....... 54,106 56,335
2,886,775 2,480,220
FHLB advances.................................. 1,166,000 1,162,000
Other borrowings, primarily securities sold
under agreements to repurchase................ 961,627 797,549
Advance payments by borrowers for taxes
and insurance................................. 21,877 23,516
Federal and state income taxes................. 43,950 38,040
Accrued expenses and other liabilities......... 39,961 35,951
5,120,190 4,537,276
Stockholders' equity
Common stock, $1.00 par value, 100,000,000
shares authorized; 51,112,701 and 44,011,776
shares issued; 47,444,480 and 40,695,450
shares outstanding............................ 51,112 44,012
Paid-in capital................................ 572,719 405,563
Valuation adjustment for available-for-sale
securities, net of taxes...................... 15,000 13,000
Treasury stock, at cost; 3,668,221 and
3,316,326 shares.............................. (69,001) (68,499)
Retained earnings.............................. 98,972 183,626
668,802 577,702
$5,788,992 $5,114,978
CONSOLIDATED FINANCIAL HIGHLIGHTS
Stockholders' equity per share.................$ 14.10 $ 12.91
Stockholders' equity to total assets........... 11.55% 11.28%
Loans serviced for others..................... $ 133,708 $ 112,638
Weighted average rates at period end
Loans and mortgage-backed securities........ 8.15% 8.16%
Investment securities*...................... 7.34 7.47
Combined rate on loans, mortgage-backed
securities and investment securities....... 8.09 8.11
Customer accounts........................... 5.04 4.93
Borrowings.................................. 5.44 5.45
Combined cost of customer accounts
and borrowings............................ 5.21 5.16
Interest rate spread....................... 2.88 2.95
*Includes municipal bonds at tax equivalent yields
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Quarter Ended Six Months Ended
March 31, March 31,
1997 1996 1997 1996
(In thousands, except per share data)
INTEREST INCOME
Loans........................... $ 90,282 $ 75,065 $ 174,644 $ 146,337
Mortgage-backed securities...... 20,056 19,587 38,125 39,700
Investment securities........... 6,525 5,432 12,904 10,887
116,863 100,084 225,673 196,924
INTEREST EXPENSE
Customer accounts............... 35,479 33,325 67,901 67,659
FHLB advances and other
borrowings.................... 29,514 23,606 58,073 46,776
64,993 56,931 125,974 114,435
Net interest income............. 51,870 43,153 99,699 82,489
Provision for loan losses....... 184 301 413 784
Net interest income after
provision for loan losses...... 51,686 42,852 99,286 81,705
OTHER INCOME
Gain on sale of securities...... --- 208 --- 709
Other........................... 814 1,044 1,778 2,280
814 1,252 1,778 2,989
OTHER EXPENSE
Compensation and fringe benefits 6,013 5,084 11,891 9,872
Federal insurance premiums...... 304 1,435 1,343 2,755
Occupancy expense............... 1,055 836 2,046 1,596
Other........................... 3,839 2,247 6,802 4,173
11,211 9,602 22,082 18,396
Gains on real estate owned, net 217 7 240 21
Income before income taxes...... 41,506 34,509 79,222 66,319
Income taxes.................... 15,100 12,700 28,715 24,256
NET INCOME...................... $ 26,406 $ 21,809 $ 50,507 $ 42,063
PER SHARE DATA
Net income...................... $ .55 $ .46 $ 1.08 $ .89
Cash dividends.................. $ .22 $ .20 $ .44 $ .40
Weighted average number of
shares outstanding, including
dilutive stock options........ 47,892,259 47,409,491 46,945,571 47,412,361
Return on average assets........ 1.82% 1.79% 1.80% 1.76%
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended March 31,
1997 1996
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income......................................... $ 50,507 $ 42,063
Adjustments to reconcile net income to net cash
provided by operating activities
Amortization of fees, discounts and premiums, net (8,946) (9,565)
Amortization of costs in excess of net
assets acquired................................. 2,715 1,772
Depreciation..................................... 1,029 926
Gains on investment securities and real estate
held for sale................................... (229) (730)
Decrease (increase) in accrued interest
receivable...................................... 300 (1,400)
Increase in income taxes payable................. 9,895 1,192
FHLB stock dividends............................. (3,150) (1,681)
Decrease (increase) in other assets.............. 8,901 (9,532)
Increase in accrued expenses and other liabilities (471) 9,805
Net cash provided by operating activities.......... 60,551 32,850
CASH FLOWS FROM INVESTING ACTIVITIES
Loans and contracts originated
Loans on existing property....................... (254,985) (550,007)
Construction loans............................... (177,620) (199,977)
Land loans....................................... (34,326) (46,076)
Loans refinanced................................. (20,937) (40,573)
(487,868) (836,633)
Savings account loans originated................... (3,543) (3,046)
Loan principal repayments.......................... 470,086 400,195
Increase (decrease) in undisbursed loans in process (41,344) 9,375
Loans purchased.................................... (421) (333)
Purchase of available-for-sale securities.......... (24,187) (171,096)
Principal payments and maturities of available-
for-sale securities............................... 40,645 112,848
Sales of available-for-sale securities............. 48,257 98,691
Principal payments and maturities of available-
for-sale securities............................... 32,271 61,478
Proceeds from sale of real estate held for sale.... 5,025 521
Premises and equipment purchased, net.............. (3,059) (1,378)
FHLB stock purchased............................... (9,057) ---
Cash received from acquisitions.................... 3,590 ---
Net cash used by investing activities.............. 30,395 (329,378)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in customer accounts....... 26,580 51,249
Net increase (decrease) in short-term borrowings... (92,280) 370,315
Repayments of long-term borrowings................. --- (100,000)
Proceeds from exercise of common stock options..... 325 325
Treasury stock purchased........................... (502) (4,485)
Dividends.......................................... (20,797) (18,733)
Decrease in advance payments by borrowers for
taxes and insurance.............................. (2,334) (4,168)
Net cash provided by financing activities.......... (89,008) 294,503
Increase (decrease in cash)........................ 1,938 (2,025)
Cash at beginning of period........................ 19,635 23,168
Cash at end of period.............................. $ 21,573 $ 21,143
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Noncash investing activities
Real estate acquired through foreclosure......... $ 2,791 $ 1,211
Securities reclassified to available-for-sale
portfolio....................................... --- 215,489
Cash paid during the period for
Interest......................................... 64,133 114,926
Income taxes..................................... 20,490 23,147
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE AND SIX MONTHS ENDED MARCH 31, 1997
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 September 30, 1996 Consolidated Statement of
Financial Condition was derived from audited financial statements.
NOTE B - Cash Dividend Paid
Dividends per share increased to 22 cents for the quarter ended March 31, 1997
compared with 20 cents for the same period one year ago. On May 2, 1997 the
Company paid its fifty-seventh consecutive quarterly cash dividend.
NOTE C - Stock Dividend
On January 23, 1997, 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 7, 1997 which was distributed on February 21, 1997. All
previously reported per share amounts have been adjusted accordingly.
NOTE D - Merger
On November 30, 1996 the Company completed a merger with Metropolitan Bancorp
("Metropolitan"), of Seattle, Washington. Metropolitan had 10 offices, all
located in the Seattle area. Under the terms of the agreement each
Metropolitan share of common stock converted into .738 shares of the Company's
common stock. The total value of the transaction was $59.4 million. The
merger was accounted for by the purchase method. Approximately $42.8 million
of costs in excess of net assets acquired will be amortized utilizing the
straight-line method over 15 years.
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
GENERAL
Washington Federal, Inc. (the "Company") is a unitary savings and loan holding
company. The Company's wholly-owned subsidiary, Washington Federal Savings
(the "Association") is the Company's primary operating entity.
INTEREST RATE RISK
The Company 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 March 31, 1997 the Company had $3,052,196,000
more liabilities subject to repricing in the next year than assets subject to
repricing. This amounted to a negative maturity gap of 52.7% of total assets.
The interest rate spread remained steady at 2.88% at March 31, 1997 compared
to December 31, 1996 after declining from 2.95% at September 30, 1996, but
improved from 2.78% at March 31, 1996. With the current rising interest rate
environment and the Company's large negative maturity gap, we expect the
interest rate spread and therefore, net interest income to come under
pressure. To counter this the Company will attempt to control asset growth
without further leveraging of the balance sheet. FHLB advances and other
borrowed money decreased to an equivalent of 36.7% of total assets at March
31, 1997, compared to 38.3% of total assets at September 30, 1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company's net worth at March 31, 1997 was $668,802,000 or 11.55% of total
assets. This is an increase of $91,100,000 from September 30, 1996 when net
worth was $577,702,000 or 11.3% of total assets. Of the increase, $59.4
million is the additional stock issued in connection with the completed merger
with Metropolitan. The ratio of net worth to total assets remains at a high
level despite an 13% increase in assets during the six months.
As of March 31, 1997, the Company had 794,620 shares remaining of a 2,200,000
share stock repurchase program authorized by its Board of Directors. During
the six months ended March 31, 1997, 54,065 shares were repurchased at an
average price of $21.03 per share. Repurchases are made in open market
transactions from time to time as deemed prudent by management. Repurchased
shares are held as treasury stock and made available for general corporate
purposes.
The Company has negotiated a $40,000,000 revolving credit facility to fund the
repurchase of outstanding common stock. As of March 31, 1997, $1,000,000 was
outstanding on the credit facility.
During the six months ended March 31, 1997 the Company issued 33,802 shares of
common stock from treasury stock to the Washington Federal Savings Profit
Sharing Retirement Plan and Employee Stock Ownership Plan ("ESOP"). The ESOP
paid an average of $23.64 per share for the common stock.
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 $326,311,000, a
$7,669,000 increase from six months ago.
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 March 31, 1997, total liquidity was 5.30% compared to 5.82% at
September 30, 1996.
CHANGES IN FINANCIAL CONDITION
Available-for-Sale and Held-to-Maturity Securities. The Company purchased
$24,187,000 of U.S. government and agency securities during the six month
period, all of which were categorized as available-for-sale.
The Company sold $48,257,000 of available-for-sale mortgage-backed securities
which resulted in no gains or losses during the six month period ended March
31, 1997. As of March 31, 1997, the Company had unrealized gains on
available-for-sale securities of $15,000,000, net of tax, which were recorded
as part of stockholders' equity.
Loans Receivable. Loans receivable grew 11% during the six month period to
$4,138,810,000 at March 31, 1997 from $3,723,016,000 at September 30, 1996.
The increased balance results primarily from $347,309,000 of loans acquired
in the merger with Metropolitan.
The Company measures loans that will not be repaid in accordance with their
contractual terms using a discounted cash flow methodology or the fair value
of the collateral for certain loans. Smaller balance loans are excluded with
limited exceptions. At March 31, 1997, the Company's recorded investment in
impaired loans was $20.0 million which had allocated reserves of $6.9 million.
The increase of $12.8 million from September 30, 1996 was primarily due to the
merger with Metropolitan. Loans of $4.1 million did not require reserves.
The average balance of impaired loans during the quarter was $20.2 million
and interest income (cash received) from impaired loans was $83,000. For the
six months ended March 31, 1997 the average amount of impaired loans was
$9.9 million and interest income (cash received) from impaired loans was
$180,000.
Costs in excess of net assets acquired. The Company periodically monitors
costs in excess of net assets acquired for potential impairment of which there
was none at March 31, 1997. The merger with Metropolitan resulted in
$42,755,000 of costs in excess of net assets acquired. The Company will
continue to evaluate these assets and, if appropriate, provide for any
diminution in value of these assets as a result of any legislation.
Customer Accounts. Customer accounts at March 31, 1997 were $2,886,775,000
compared with $2,480,220,000 at September 30, 1996. The merger with
Metropolitan resulted in the assumption of $379,975,000 of deposits.
FHLB advances and other borrowings. Total borrowings increased to
$2,127,627,000. The merger with Metropolitan accounted for $260,358,000 of
the increase. See Interest Rate Risk above.
RESULTS OF OPERATIONS
Net interest income increased $8,717,000 (20%) to $51,870,000 for the March
1997 quarter from $43,153,000 a year ago, while net interest income increased
$17,210,000 (21%) to $99,699,000 for the six months ended March 31, 1997 from
the $82,489,000 for the same period of 1996. The net interest spread was 2.88%
at March 31, 1997 compared to 2.88% at December 31, 1996 and 2.78% at March
31, 1996.
Interest income on loans increased $15,217,000 (20%) to $90,282,000 for the
quarter ended March 31, 1997 from $75,065,000 for the same period one year
ago. For the six months ended March 31, 1997 interest on loans increased
$28,307,000 (19%) to $174,644,000 from $146,337,000 for the same period one
year ago. The increase is associated with the increase in total outstanding
loans to $4,138,810,000 at March 31, 1997 from $3,471,535,000 at March 31,
1996. Average interest rates on loans were 8.29% at March 31, 1997 compared
with 8.29% one year ago.
Interest income on mortgage-backed securities increased $469,000 (2%) to
$20,056,000 for the quarter ended March 31, 1997 versus the $19,587,000 for
the quarter one year ago. Interest on mortgage-backed securities declined
$1,575,000 (4%) to $38,125,000 for the six months ended March 31, 1997
compared with the $39,700,000 for the same period one year ago. The weighted
average yield of 7.57% at March 31, 1997 was down slightly from the 7.65% at
March 31, 1996.
Interest on investments increased $1,093,000 (20%) to $6,525,000 for the
quarter ended March 31, 1997 versus the $5,432,000 for the quarter one year
ago. Interest on investments increased $2,017,000 (19%) to $12,904,000 for
the six months ended March 31, 1997 compared with the $10,887,000 for the same
period one year ago. The weighted average yield was 7.34% at March 31, 1997
compared to 7.34% at March 31, 1996.
Interest expense on customer accounts increased $2,154,000 (6%) to $35,479,000
for the March 1997 quarter from $33,325,000 for the March 1996 quarter.
Interest expense on customer accounts increased $242,000 (1%) to $67,901,000
for the six months ended March 31, 1997 versus $67,659,000 for the same period
one year ago. The average cost of customer accounts decreased to 5.04% at
quarter end compared to the 5.19% one year ago.
Interest on FHLB advances and other borrowings increased $5,908,000 (25%) to
$29,514,000 for the March 1997 quarter compared with the $23,606,000 for the
March 1996 quarter. The six-month figures increased $11,297,000 (24%) to
$58,073,000 compared with the $46,776,000 for the same period one year ago.
The average rates paid at March 31, 1997 declined to 5.44% versus 5.50% at
March 31, 1996.
Other income decreased $438,000 (35%) to $814,000 for the March 1997 quarter
compared with the $1,252,000 for the March 1996 quarter. Other income
decreased $1,211,000 (41%) to $1,778,000 for the six months ended March 31,
1997 versus $2,989,000 for the same period one year ago. Gains on the sale of
available-for-sale securities totalled $208,000 and $709,000 for the quarter
and six months ended March 31, 1996, respectively. No gains were recognized
on sale of securities for the six months ending March 31, 1997.
Other expense increased $1,148,000 (11%) and $2,619,000 (13%), respectively,
for the quarter and six months ended March 31, 1997 compared to the same
periods ended March 31, 1996. Both increases were offset by adjustments of
$461,000 and $1,067,000, respectively, for deferred loan origination costs
associated with loan volumes for the quarter and six months ended March 31,
1997. The changes reflect general inflationary increases plus the incremental
costs associated with the expansion of the branch network from 89 offices at
March 31, 1996 to 104 offices at March 31, 1997 and the merger with
Metropolitan during the period. Other expense for the quarter and six months
ended March 31, 1997 equalled .77% and .79%, respectively, of average assets
compared to .79% and .77%, respectively, for the same periods one year ago.
The number of staff, including part-time employees on a full-time equivalent
basis, were 654 at March 31, 1997 and 583 at March 31, 1996.
Income taxes increased $2,400,000 (19%) and $4,459,000 (18%) for the quarter
and six months ended March 31, 1997, respectively, when compared to the same
period one year ago due to higher taxable income. The effective tax rate was
36.5% for both the six-month period ended March 31, 1997 and the same period
ended March 31, 1996.
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.
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
The Annual Meeting of Stockholders of Washington Federal, Inc. was held on
January 23, 1997. Three nominees for election as Directors, John F. Clearman,
H. Dennis Halvorson, and W. Alden Harris , were elected for three-year terms.
The votes cast for John F. Clearman were 38,388,463 shares "For" and 96,824
shares withheld. The votes cast for H. Dennis Halvorson were 38,369,067
shares "For" and 116,220 shares withheld. The votes cast for W. Alden Harris
were 38,385,156 shares "For" and 100,231 shares withheld.
The stockholders ratified the appointment of Deloitte & Touche LLP as
Washington Federal, Inc.'s independent public accountants for fiscal 1997 with
38,313,743 votes cast for the proposal, 52,715 votes cast against the proposal
and 118,829 shares abstaining.
Item 5.. . . . . .Other Information
Not applicable
Item 6.. . . . . .Exhibits and Reports on Form 8-K
Not applicable
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
May 13, 1997 GUY C. PINKERTON
Chairman, President and
Chief Executive Officer
\S\RONALD L. SAPER
May 13, 1997 RONALD L. SAPER
Executive Vice-President and
Chief Financial Officer
\S\KEITH D. TAYLOR
May 13, 1997 KEITH D. TAYLOR
Senior Vice-President and
Treasurer