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, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from --------- to ----------.
For the quarterly period ended June 30, 1997
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, 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 August 12, 1997
Common stock, $1.00 par value 47,468,581 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 June 30, 1997 and September 30, 1996 Page 3
Consolidated Statements of Operations for the three
and nine months ended June 30, 1997 and 1996 Page 4
Consolidated Statements of Cash Flows
for the nine months ended June 30, 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 12
Item 2. Changes in Securities Page 12
Item 3. Defaults upon Senior Securities Page 12
Item 4. Submission of Matters to a Vote of Stockholders Page 12
Item 5. Other Information Page 12
Item 6. Exhibits and Reports on Form 8-K Page 12
Signatures Page 13
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(UNAUDITED)
June 30, 1997 September 30, 1996
(In thousands, except per share data)
ASSETS
Cash $ 33,410 $ 19,635
Available-for-sale securities, including
mortgage-backed securities of $424,366 711,709 533,615
Held-to-maturity securities, including
mortgage-backed securities of $550,797 574,268 631,996
Loans receivable 4,169,169 3,723,016
Interest receivable 36,980 34,628
Premises and equipment, net 50,263 41,885
Real estate held for sale 30,312 33,491
FHLB stock 91,735 64,530
Costs in excess of net assets acquired 60,275 27,457
Other assets 2,264 4,725
$5,760,385 $5,114,978
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Customer accounts
Savings and demand accounts $2,869,890 $2,423,885
Repurchase agreements with customers 56,469 56,335
2,926,359 2,480,220
FHLB advances 1,680,000 1,162,000
Other borrowings, primarily securities
sold under agreements to repurchase 355,045 797,549
Advance payments by borrowers for taxes
and insurance 15,098 23,516
Federal and state income taxes 47,905 38,040
Accrued expenses and other liabilities 39,965 35,951
5,064,372 4,537,276
Stockholders' equity
Common stock, $1.00 par value, 100,000,000
shares authorized; 51,130,288 and 44,011,776
shares issued; 47,462,067 and 40,695,450
shares outstanding 51,130 44,012
Paid-in capital 572,911 405,563
Valuation adjustment for available-for-sale
securities, net of taxes 26,000 13,000
Treasury stock, at cost; 3,668,221 and
3,316,326 shares (69,001) (68,499)
Retained earnings 114,973 183,626
696,013 577,702
$5,760,385 $5,114,978
CONSOLIDATED FINANCIAL HIGHLIGHTS
Stockholders' equity per share $ 14.66 $ 12.91
Stockholders' equity to total assets 12.08% 11.28%
Loans serviced for others $ 110,306 $ 112,638
Weighted average rates at period end
Loans and mortgage-backed securities 8.18% 8.16%
Investment securities* 7.53 7.47
Combined rate on loans, mortgage-backed
securities and investment securities 8.13 8.11
Customer accounts 5.16 4.93
Borrowings 5.53 5.45
Combined cost of customer accounts and
borrowings 5.31 5.16
Interest rate spread 2.82 2.95
*Includes municipal bonds at tax equivalent yields
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Quarter Ended Nine Months
June 30, Ended June 30,
1997 1996 1997 1996
(In thousands, except per share data)
INTEREST INCOME
Loans $ 91,002 $ 78,339 $ 265,646 $ 224,676
Mortgage-backed securities 18,468 17,764 56,593 57,464
Investment securities 6,811 6,889 19,715 17,776
116,281 102,992 341,954 299,916
INTEREST EXPENSE
Customer accounts 36,465 31,320 104,366 98,979
FHLB advances and other
borrowings 28,935 25,619 87,008 72,395
65,400 56,939 191,374 171,374
Net interest income 50,881 46,053 150,580 128,542
Provision for loan losses 201 1,276 614 2,060
Net interest income after
provision for loan losses 50,680 44,777 149,966 126,482
OTHER INCOME
Gains on sale of securities 340 735 340 1,444
Other 1,086 1,093 2,864 3,373
1,426 1,828 3,204 4,817
OTHER EXPENSE
Compensation & fringe benefits 6,164 5,113 18,055 14,985
Federal insurance premiums 523 1,389 1,866 4,144
Occupancy expense 1,036 862 3,082 2,458
Other 3,458 2,250 10,260 6,423
11,181 9,614 33,263 28,010
Gains on real estate owned, net 515 25 755 46
Income before income taxes 41,440 37,016 120,662 103,335
Income taxes 14,425 13,546 43,140 37,802
NET INCOME $ 27,015 $ 23,470 $ 77,522 $ 65,533
PER SHARE DATA
Net income $ .56 $ .50 $ 1.64 $ 1.39
Cash dividends $ .23 $ .21 $ .67 $ .61
Weighted average number of
shares outstanding, including
dilutive stock options 47,925,077 46,877,675 47,320,694 47,236,044
Return on average assets 1.89% 1.87% 1.83% 1.80%
WASHINGTON FEDERAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
. (UNAUDITED)
Nine Months Ended June 30, 1997 1996
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 77,522 $ 65,533
Adjustments to reconcile net income to net
cash provided by operating activities
Amortization of fees, discounts and premiums, net (13,451) (14,809)
Amortization of costs in excess of net
assets acquired 4,091 2,658
Depreciation 1,560 1,410
Gains on sale of investments and real estate
held for sale (1,036) (1,490)
Decrease (increase) in accrued interest receivable 1,834 (2,914)
Increase in income taxes payable 7,850 6,028
FHLB stock dividends (4,834) (2,678)
Decrease (increase) in other assets 9,166 (2,525)
Increase (decrease) in accrued expenses and
other liabilities (467) 5,993
Net cash provided by operating activities 82,235 57,206
CASH FLOWS FROM INVESTING ACTIVITIES
Loans and contracts originated
Loans on existing property (402,663) (803,361)
Construction loans (300,970) (318,505)
Land loans (54,067) (71,690)
Loans refinanced (30,144) (54,635)
(787,844) (1,248,191)
Savings account loans originated (5,752) (4,900)
Loan principal repayments 722,471 640,041
Increase (decrease) in undisbursed loans in process (18,761) 30,973
Loans purchased (764) (786)
Purchase of available-for-sale securities (44,187) (241,230)
Principal payments and maturities of
available-for-sale securities 70,900 123,534
Sales of available-for-sale securities 109,252 165,719
Principal payments and maturities of
held-to-maturity securities 47,765 91,940
Proceeds from sale of real estate held for sale 9,770 970
Premises and equipment purchased, net (6,254) (2,367)
FHLB stock purchased (9,057) (6,500)
Cash received from acquisitions 3,590 ---
Net cash provided by (used in) investing activities 91,129 (450,797)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in customer accounts 66,164 53,012
Net increase (decrease) in short-term borrowings (184,862) 549,247
Repayments of long-term borrowings --- (160,000)
Proceeds from exercise of common stock options 535 368
Treasury stock purchased (502) (11,884)
Dividends (31,811) (28,451)
Decrease in advance payments by borrowers for
taxes and insurance (9,113) (9,770)
Net cash provided by (used in) financing activities (159,589) 392,522
Increase (decrease) in cash 13,775 (1,069)
Cash at beginning of period 19,635 23,168
Cash at end of period $ 33,410 $ 22,099
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Noncash investing activities
Real estate acquired through foreclosure $ 4,119 $ 2,719
Securities reclassified to available-for-sale
portfolio --- 215,489
Cash paid during the period for
Interest 192,052 170,573
Income taxes 36,930 31,775
WASHINGTON FEDERAL, INC, AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED JUNE 30, 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 23 cents for the quarter ended June 30, 1997
compared with 21 cents for the same period one year ago. On July 25, 1997 the
Company paid its fifty-eighth consecutive quarterly cash dividend.
NOTE C - Stock Dividend
On January 23, 1997, the Board of Directors of the Company declared and
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 $36.9 million of
costs in excess of net assets acquired will be amortized utilizing the
straight-line method over 15 years.
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 June 30, 1997 the Company had a negative one
year maturity gap of approximately 50% of total assets.
The interest rate spread declined to 2.82% at June 30, 1997 compared to 2.88%
at March 31, 1997 and 2.95% at September 30, 1996. Higher funding costs
combined with assimilation of Metropolitan's lower yielding loan and
securities portfolios contributed to the slight decrease in the interest rate
spread. With the possibility of a continuing 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 restructure its balance sheet by replacing securities
acquired in the Metropolitan merger with higher yielding loans. As part of the
strategy the Company sold $60.7 million of securities during the June 1997
quarter reducing FHLB advances and other borrowed money to 35.3% of total
assets at June 30, 1997 compared to 38.3% of total assets at September 30,
1996. The Company's large capital position provides significant flexibility to
expand the balance sheet through increased loan origination in order to offset
any continuing reduction of interest rate spreads.
LIQUIDITY AND CAPITAL RESOURCES
The Company's net worth at June 30, 1997 was $696,013,000 or 12.08% of total
assets. This is an increase of $118,311,000 from September 30, 1996 when net
worth was $577,702,000 or 11.3% of total assets. Of the increase, $59.4
million resulted from 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 a 13% increase in assets during the nine
months.
As of June 30, 1997, the Company had 764,266 shares remaining of a 2,200,000
share stock repurchase program authorized by its Board of Directors. During
the nine months ended June 30, 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 June 30, 1997, $1,000,000 was
outstanding on the credit facility.
During the nine months ended June 30, 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 $344,223,000, a
$25,581,000 increase from nine 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 June 30, 1997, total liquidity was 5.06% compared to 5.82% at
September 30, 1996.
CHANGES IN FINANCIAL CONDITION
Available-for-sale and held-to-maturity securities. The Company purchased
$44,187,000 of U.S. government and agency securities during the nine month
period, all of which were categorized as available-for-sale.
The Company sold $109,252,000 of available-for-sale mortgage-backed securities
which resulted in net gains of $340,000 during the nine month period ended
June 30, 1997. As of June 30, 1997, the Company had unrealized gains on
available-for-sale securities of $26,000,000, net of tax, which were recorded
as part of stockholders' equity.
Loans receivable. Loans receivable grew 12% during the nine month period to
$4,169,169,000 at June 30, 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 June 30, 1997, the Company's recorded investment in
impaired loans was $10.9 million which had allocated reserves of $2.5 million.
The increase of $3.7 from September 30, 1996 was primarily due to the merger
with Metropolitan. Loans of $3.6 million did not require reserves. The average
balance of impaired loans during the quarter was $15.4 million and interest
income (cash received) from impaired loans was $61,400. For the nine months
ended June 30, 1997 the average amount of impaired loans was $14.6 million and
interest income(cash received) from impaired loans was $180,700.
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 June 30, 1997. The merger with Metropolitan resulted in
$36,909,000 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 in the future.
Customer accounts. Customer accounts at June 30, 1997 were $2,926,359,000
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
$2,035,045,000. The merger with Metropolitan accounted for $260,358,000 of the
increase. See Interest Rate Risk above.
RESULTS OF OPERATIONS
Net interest income increased $4,828,000 (10%) to $50,881,000 for the June
1997 quarter from $46,053,000 a year ago, while net interest income increased
$22,038,000 (17%) to $150,580,000 for the nine months ended June 30, 1997 from
the $128,542,000 for the same period of 1996. The net interest spread was
2.82% at June 30, 1997 compared to 2.95% at September 30, 1996 and 2.90% at
June 30, 1996.
Interest income on loans increased $12,663,000 (16%) to $91,002,000 for the
quarter ended June 30, 1997, from $78,339,000 for the same period one year
ago. For the nine months ended June 30, 1997 interest on loans increased
$40,970,000 (18%) to $265,646,000 from $224,676,000 for the same period one
year ago. The increase is associated with the increase in total outstanding
loans to $4,169,169,000 at June 30, 1997 from $3,627,022,000 at June 30, 1996.
Average interest rates on loans were 8.32% at June 30, 1997 compared with
8.27% one year ago.
Interest income on mortgage-backed securities increased $704,000 (4%) to
$18,468,000 for the quarter ended June 30, 1997, versus $17,764,000 for the
same period one year ago. Interest on mortgage-backed securities declined
$871,000 (2%) to $56,593,000 for the nine months ended June 30, 1997 compared
with the $57,464,000 for the same period one year ago. The weighted average
yield of 7.57% at June 30, 1997 was down slightly from the 7.61% at June 30,
1996.
Interest on investments decreased $78,000 (1%) to $6,811,000 for the quarter
ended June 30, 1997 versus $6,889,000 for the same quarter one year ago.
Interest on investments increased $1,939,000(11%) to $19,715,000 for the nine
months ended June 30, 1997 compared with the $17,776,000 for the same period
one year ago. The weighted average yield was 7.53% at June 30, 1997 compared
to 7.62% at June 30, 1996.
Interest expense on customer accounts increased $5,145,000 (16%) to
$36,465,000 for the June 1997 quarter from $31,320,000 for the June 1996
quarter. Interest expense on customer accounts increased $5,387,000 (5%) to
$104,366,000 for the nine months ended June 30, 1997 versus $98,979,000 for
the same period one year ago. The average cost of customer accounts increased
to 5.16% at quarter end compared to the 4.98% one year ago.
Interest on FHLB advances and other borrowings increased $3,316,000 (13%) to
$28,935,000 for the June 1997 quarter compared with the $25,619,000 for the
June 1996 quarter. The nine-month figures increased $14,613,000 (20%) to
$87,008,000 compared with the $72,395,000 for the same period one year ago.
The average rates paid at June 30, 1997 increased to 5.53% versus 5.49% at
June 30, 1996.
Other income decreased $402,000 (22%) to $1,426,000 for the June 1997 quarter
compared with the $1,828,000 for the June 1996 quarter. Other income decreased
$1,613,000(33%) to $3,204,000 for the nine months ended June 30, 1997 versus
$4,817,000 for the same period one year ago. Gains on the sale of available-
or-sale securities totalled $340,000 for the quarter and nine months ended
June 30, 1997, respectively. 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.
Other expense increased $1,567,000 (16%) and $5,253,000 (19%), respectively,
for the quarter and nine months ended June 30, 1997, compared to the same
periods ended June 30, 1996. Both increases were offset by adjustments of
$449,000 and $1,298,000, respectively, for deferred loan origination costs
associated with loan volumes for the quarter and nine months ended June 30,
1997. The changes reflect general inflationary increases plus the incremental
costs associated with expansion of the branch network from 89 offices at June
30, 1996 to 104 offices at June 30, 1997, including the merger with
Metropolitan during the period. Other expense for the quarter and nine months
ended June 30,1997 equaled .78% and .79%, respectively, of average assets
compared to .77% and .77%, respectively, for the same periods one year ago.
The number of staff, including part-time employees on an full-time equivalent
basis, was 660 at June 30, 1997 compared to 600 at June 30, 1996.
Income taxes increased $879,000 (6%) and $5,338,000 (14%) for the quarter and
nine months ended June 30, 1997, respectively, when compared to the same
period one year ago due to higher taxable income. The effective tax rate was
35.8% versus 36.5% for the nine-month period ended June 30, 1997 compared with
the same period ended June 30, 1996, respectively. Lower state income taxes is
the reason for the decline.
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 Company are monetary in nature. As a
result, interest rates have a more significant impact on the Company'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
Not applicable
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.
August 13, 1997 /s/ GUY C. PINKERTON
Chairman, President and
Chief Executive Officer
August 13, 1997 /s/ RONALD L. SAPER
Executive Vice-President and
Chief Financial Officer
August 13, 1997 /s/ KEITH D. TAYLOR
Senior Vice-President and
Treasurer