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 . . . . . . . . December 31, 1998 [ ] 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 December 31, 1998 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 February 1, 1999 Common stock, $1.00 par value 50,857,019 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 December 31, 1998 and September 30, 1998 . . . . . . . . Page 3 Consolidated Statements of Operations for the three months ended December 31, 1998 and 1997. . . . . . . . . Page 4 Consolidated Statements of Cash Flows for the three months ended December 31, 1998 and 1997 . . . . . . Page 5 Notes to Consolidated Financial Statements. . . . . . . . Page 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . Page 8 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) . . . . . . . . . . . . . . . . . . . . . . .December 31, 1998September 30, 1998 (In thousands, except per share data) ASSETS Cash . . . . . . . . . . . . . . . . . . . . . . . $ 52,568 $ 22,215 Available-for-sale securities, including mortgage-backed securities of $684,891 . . . . . . . . . . . . . . . . . . . . .871,540 . . . . . . 764,188 Held-to-maturity securities, including mortgage-backed securities of $386,370 . . . . . . . . . . . . . . . . . . . . .407,844 . .445,871 Loans receivable . . . . . . . . . . . . . . . . . 4,129,064 4,143,525 Interest receivable. . . . . . . . . . . . . . . . 34,322 35,175 Premises and equipment, net. . . . . . . . . . . . 49,423 48,882 Real estate held for sale. . . . . . . . . . . . . 14,880 16,193 FHLB stock . . . . . . . . . . . . . . . . . . . . 103,024 101,050 Costs in excess of net assets acquired . . . . . . 52,125 53,639 Other assets . . . . . . . . . . . . . . . . . . . 8,283 6,273 $5,723,073 $5,637,011 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Customer accounts Savings and demand accounts. . . . . . . . . . $3,163,886 $3,071,175 Repurchase agreements with customers . . . . . 96,647 85,027 . . . . . . . . . . . . . . .3,260,533 3,156,202 FHLB advances. . . . . . . . . . . . . . . . . . . 1,325,000 1,356,500 Other borrowings, primarily securities sold under agreements to repurchase 236,916 . . . . . . . . . . . . . . . . . . . . .221,819 Advance payments by borrowers for taxes and insurance. . . . . 10,787 25,332 Federal and state income taxes . . . . . . . . . . 80,907 63,969 Accrued expenses and other liabilities . . . . . . 44,875 46,017 4,959,018 4,869,839 Stockholders' equity Common stock, $1.00 par value, 100,000,000 shares authorized; 56,440,798 and 56,423,961 shares issued; 50,855,966 and 51,446,129 shares outstanding . . . . . . . . 56,441 56,424 Paid-in capital. . . . . . . . . . . . . . . . . . 714,877 714,700 Valuation adjustment for available-for-sale securities, net of taxes 30,000 . . . . . . . . . . . . . . . . . . . . . 35,000 Treasury stock, at cost; 5,584,832 and 4,977,832 shares. . . . ( 106,694)( 92,221) Retained earnings. . . . . . . . . . . . . . . . . 69,431 53,269 764,055 767,172 $5,723,073 $5,637,011 CONSOLIDATED FINANCIAL HIGHLIGHTS Stockholders' equity per share. . . . . . . . . . $ 15.02 $ 14.91 Stockholders' equity to total assets. . . . . . . 13.35% 13.61% Loans serviced for others . . . . . . . . . . . . $ 65,184 $ 73,606 Weighted average rates at period end Loans and mortgage-backed securities. . . . . . 7.79% 7.98% Investment securities*. . . . . . . . . . . . . 7.90% 7.76% Combined rate on loans, mortgage-backed securities and investment securities . . . . . . . . . . . . . . . . . . . . . . . . . 7.80% 7.96% Customer accounts . . . . . . . . . . . . . . . 4.99% 5.09% Borrowings. . . . . . . . . . . . . . . . . . . 5.37% 5.50% Combined cost of customer accounts and borrowings. . . . . 5.11% 5.23% Interest rate spread. . . . . . . . . . . . . . 2.69% 2.73% *Includes municipal bonds at tax equivalent yields WASHINGTON FEDERAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Quarter Ended December 31, . . . . . . . . . . . . . . . . . . . 1998 1997 (Dollars in thousands, except per share data) INTEREST INCOME Loans . . . . . . . . . . . . . . . . . . . . . . $89,952 $92,141 Mortgage-backed securities. . . . . . . . . . . . 18,866 17,339 Investment securities . . . . . . . . . . . . . . 5,575 6,752 . . . . . . . . . . . . . . . . . . . . 114,393 116,232 INTEREST EXPENSE Customer accounts . . . . . . . . . . . . . . . . 40,744 39,200 FHLB advances and other borrowings. . . . . . . . 21,096 26,076 . . . . . . . . . . . . . . . . . . . 61,840 65,276 Net interest income . . . . . . . . . . . . . . . 52,553 50,956 Provision for loan losses . . . . . . . . . . . . 179 159 Net interest income after provision for loan losses. . . . . 52,374 50,797 OTHER INCOME Gain on sale of securities. . . . . . . . . . . . --- 745 Other . . . . . . . . . . . . . . . . . . . . . . 3,427 1,148 . . . . . . . . . . . . . . . . . . . . 3,427 1,893 OTHER EXPENSE Compensation and fringe benefits. . . . . . . . . 6,635 5,817 Regulatory assessments. . . . . . . . . . . . . . 434 446 Occupancy expense . . . . . . . . . . . . . . . . 984 1,050 Other . . . . . . . . . . . . . . . . . . . . . . 3,417 3,487 . . . . . . . . . . . . . . . . . . . 11,470 10,800 Gain on real estate owned, net. . . . . . . . . . 48 101 Income before income taxes. . . . . . . . . . . . 44,379 41,991 Income taxes. . . . . . . . . . . . . . . . . . . 16,061 14,907 NET INCOME. . . . . . . . . . . . . . . . . . . . $28,318 $27,084 PER SHARE DATA Basic earnings per share. . . . . . . . . . . . . $ .56 $ .52 Diluted earnings per share. . . . . . . . . . . . $ .55 $ .51 Cash dividends. . . . . . . . . . . . . . . . . . $ .24 $ .22 Weighted average number of shares outstanding, including dilutive stock options. . . . . . . . 51,421,697 52,972,059 Return on average assets. . . . . . . . . . . . . 2.02% 1.91% WASHINGTON FEDERAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Quarter Ended December 31, 1998 1997 (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES Net Income. . . . . . . . . . . . . . . . . . . . $ 28,318 $ 27,084 Adjustments to reconcile net income to net cash provided by operating activities Amortization of fees, discounts and premiums, net. . . . . ( 7,915) ( 5,815) Amortization of costs in excess of net assets acquired . . 1,514 1,502 Depreciation. . . . . . . . . . . . . . . . . . 570 585 Gains on investment securities and real estate held for sale (48) . . . . . . . . . . . . . . . . . . . . . . . . . ( 845) Decrease (increase) in accrued interest receivable . . . . 853 (591) Increase in income taxes payable. . . . . . . . 16,053 18,675 FHLB stock dividends. . . . . . . . . . . . . . ( 1,974) ( 1,887) Decrease (increase) in other assets . . . . . . 875 (109) Increase (decrease) in accrued expenses and other liabilities (1,142) . . . . . . . . . . . . . . . . . . . . . . . . . 2,435 Net cash provided by operating activities . . . . 37,104 41,034 CASH FLOWS FROM INVESTING ACTIVITIES Loans and contracts originated Loans on existing property. . . . . . . . . . . (246,594) ( 161,655) Construction loans. . . . . . . . . . . . . . . ( 86,705) (107,131) Land loans. . . . . . . . . . . . . . . . . . . ( 31,357) ( 24,306) Loans refinanced. . . . . . . . . . . . . . . . ( 66,723) ( 28,972) . . . . . (431,379) (322,064) Savings account loans originated. . . . . . . . . ( 1,141) ( 1,516) Loan principal repayments . . . . . . . . . . . . 470,512 319,202 Decrease in undisbursed loans in process. . . . . ( 18,960) ( 9,272) Loans purchased . . . . . . . . . . . . . . . . . ( 62) ( 434) Purchase of available-for-sale securities . . . . (201,597) (10,000) Principal payments and maturities of available-for-sale securities 88,427 . . . . . . . . . . . . . . . . . . . . . . . . . 16,584 Sales of available-for-sale securities. . . . . . --- 10,744 Principal payments and maturities of held-to-maturity securities 38,431 . . . . . . . . . . . . . . . . . . . . . . . . . 24,041 Proceeds from sale of real estate held for sale . 3,181 3,165 Premises and equipment purchased, net . . . . . . (1,111) (1,232) Net cash (used) provided by investing activities. (53,699) 29,218 CASH FLOWS FROM FINANCING ACTIVITIES Net increase in customer accounts . . . . . . . . 104,331 4,209 Net decrease in short-term borrowings . . . . . . ( 16,403) (38,533) Proceeds from exercise of common stock options. . 194 346 Dividends . . . . . . . . . . . . . . . . . . . . (12,156) ( 11,413) Treasury stock purchases. . . . . . . . . . . . . (14,473) --- Decrease in advance payments by borrowers for taxes and insurance ( 14,545) . . . . . . . . . . . . . . . . . . . . . . . . . ( 15,084) Net cash (used) provided by financing activities. 46,948 ( 60,475) Increase in cash. . . . . . . . . . . . . . . . . 30,353 9,777 Cash at beginning of period . . . . . . . . . . . 22,215 23,444 Cash at end of period . . . . . . . . . . . . . . $ 52,568 $ 33,221 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Non-cash investing activities Real estate acquired through foreclosure. . . . $ 1,820 $ 3,213 Cash paid during the period for Interest. . . . . . . . . . . . . . . . . . . . 64,808 68,311 Income taxes. . . . . . . . . . . . . . . . . . --- --- 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, 1998 Consolidated Statement of Financial Condition was derived from audited financial statements. NOTE B - Cash Dividend Paid Dividends per share increased to 24 cents for the quarter ended December 31, 1998 compared with 22 cents for the same period one year ago. On January 22, 1999 the Company paid its 64th consecutive quarterly cash dividend. NOTE C - Stock Dividend On January 27, 1999, 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 12, 1999 to be distributed on February 26, 1999. All previously reported per share amounts will be adjusted accordingly. NOTE D - Comprehensive Income During the quarter ended December 31, 1998, the Company adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 130,"Reporting Comprehensive Income". The standard requires that comprehensive income and its components be disclosed in the financial statements. The Company's comprehensive income includes all items which comprise net income plus the unrealized holding gains on available-for-sale securities. In accordance with the provisions of SFAS No. 130, the Company's total comprehensive income for the quarters ending December 31, 1998 and December 31, 1997 totaled $23,318,000 and $30,084,000, respectively. The difference between the Company's net income and total comprehensive income for these periods equals the change in the net unrealized gain and loss on securities available-for-sale during the applicable periods. Note E - Earnings per Share SFAS No. 128, "Earnings per Share" was issued in February, 1997. Under SFAS No. 128, the Company is required to present both basic and diluted EPS on the face of its statement of operations. The following table provides a reconciliation of the numerators and denominators of the basic and diluted computations. Income Shares Per-Share (Numerator) (Denominator) Amount Basic EPS Income available to common stockholders 28,318,000 50,976,106 .56 Diluted EPS Income available to common stockholders plus assumed conversions28,318,000 51,421,697 .55 GENERAL Washington Federal, Inc. (the Company) is a savings and loan holding company. The Company's primary operating subsidiary is Washington Federal Savings (the Association). YEAR 2000 This discussion constitutes a "Year 2000 Readiness Disclosure" within the meaning of the Year 2000 Information and Readiness Disclosure Act of 1998 and contains forward-looking statements that have been prepared on the basis of the Company's best judgment and currently available information. These forward-looking statements are inherently subject to significant business, third-party and regulatory uncertainties and contingencies, many of which are beyond the control of the Company. In addition, these forward-looking statements are based on the Company's current assessments and renovation plans, which are based on certain representations of third-party servicers and are subject to change. Accordingly, there can be no assurance that the Company's results of operations will not be adversely affected by difficulties or delays in the Company's or third-party's Year 2000 readiness efforts. See below for a discussion of factors that may cause such forward- looking statements to differ from actual results. Most existing computer programs use only two digits to identify the year in a date field, making the assumption that the year's first two digits will always be 19. These programs were developed without considering the impact of the upcoming change in the century. If not corrected, many computer applications could fail or create erroneous results on or after January 1, 2000. For example, if an interest calculation were made for the month of January 2000, but the system assumed the year was 1900, the results could be materially erroneous. A few years ago, the Company began to assess the Year 2000 issue, including upgrades to its software and hardware. Based on this assessment, the Company implemented a plan to renovate and implement its computer applications by December 31, 1998. As of December 31, 1998, 100% of the renovation and implementation of mission critical systems had been completed. The Company's assessment segregated computer applications into three categories: mission critical systems, secondary systems and embedded systems. The mission critical systems were identified as those systems necessary to deliver our products to our customer base. The success of our Year 2000 renovation relies, in part, on the representations of third-party servicers. The mission critical applications, which were all written internally, have been renovated and are now being tested by the Company's information systems department. The Company's secondary systems are primarily personal computer-based software programs which provide financial data for internal use. Examples of these secondary systems include payroll, fixed assets and accounts payable. Most of these systems were written by third-party servicers and the Company relies on their written representations that their software is Year 2000 compliant. The Company's embedded systems include items as diverse as the computer chips in the heating, ventilation and air conditioning system to office building elevators. The Company has identified those systems and relies on written representations of the third-party servicers. Every two months, the Company reports to its Board of Directors the progress made in addressing the Year 2000 issue, including time lines and percentage of completion. Management has met its target of December 31, 1998, to have its systems renovated and implemented. Validation testing will continue throughout 1999. Management recently reported the results of an Office of Thrift Supervision examination of the Company's Year 2000 compliance issues to the Board of Director, which found the report to be satisfactory. Through December 31, 1998, the Company has not incurred any material incremental costs to become Year 2000 compliant. The Company's mission critical systems are being renovated and tested by the already existing information systems staff. Less than $1 million has been spent on the Year 2000 project to date. The Company estimates the total amount of time and money expended to become Year 2000 compliant will have no material impact on the Company's results of operations or financial condition. Based on its current assessments and renovation plans, which are based in part on certain representations of third-party servicers, the Company does not expect that it will experience a significant disruption of its operations as a result of the change to the new millennium. Although the Company has no reason to conclude that a failure will occur, the most reasonably likely worst-case Year 2000 scenario would entail a disruption or failure of the Company's power supply or voice and data transmission suppliers, a computer system, a third-party servicer, or a facility. If such a failure were to occur, the Company would implement its contingency plan. The Company continues enhancing its existing contingency plans to service our customers in case events beyond our control impact our computer system. While it is impossible to quantify the impact of such a scenario, the most reasonably likely worst-case scenario would entail a diminishment of service levels, some customer inconvenience, and additional costs from the contingency plan implementation, which are not currently estimable. While the Company has contingency plans to address a temporary disruption in these services, there can be no assurance that any disruption or failure will be only temporary, that the Company's contingency plans will function as anticipated, or that the results of operations of the Company will not be adversely affected in the event of a prolonged disruption or failure . INTEREST RATE RISK The Company accepts a high level of interest rate volatility as a result of its policy to originate fixed-rate single family home loans which are longer-term than the short-term characteristics of its liabilities of customer accounts and borrowed money. At December 31, 1998 the Company had a negative one year maturity gap of approximately 42% of total assets. The interest rate spread declined to 2.69% at December 31, 1998 from 2.73% at September 30, 1998. The decline was, in large part, due to the continuing flat yield curve. During this phase of the interest rate cycle the Company chose to control its asset growth, strengthen its capital position and deleverage the balance sheet by reducing its borrowed money. FHLB advances and other borrowed money declined to an equivalent of 27.3% of total assets at December 31, 1998, compared to 28.0% of total assets at September 30, 1998. LIQUIDITY AND CAPITAL RESOURCES The Company s net worth at December 31, 1998 was $764,055,000 or 13.4% of total assets. This is a decrease of $3,117,000 from September 30, 1998, when net worth was $767,172,000 or 13.6% of total assets. The $3,117,000 decrease in the Company's net worth includes $12,156,000 of cash dividends paid, stock repurchases of $14,473,000 and a $5,000,000 reduction in the valuation reserve for available-for-sale securities. Net worth was increased by the $28,318,000 generated from net income. During the quarter ended December 31, 1998, 607,000 shares of common stock were repurchased at an average price of $23.84 under the September 1998 common stock repurchase program. 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 customer deposits increases. The Company s cash and investment securities amounted to $260,691,000, a $4,463,000 increase from a quarter 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 and mortgage- backed securities to the sum of average withdrawable savings plus short-term (one year) borrowings. Currently, the Association is required to maintain total liquidity at four percent. At December 31, 1998, total liquidity was 27.15%. CHANGES IN FINANCIAL POSITION Available-for-sale and held-to-maturity securities. The Company purchased $201,597,000 of mortgage-backed securities during the first quarter of fiscal 1999, all of which have been categorized as available-for-sale. As of December 31, 1998, the Company had unrealized gains of $30,000,000, net of tax, which are recorded as part of stockholders' equity. Loans receivable. Loans receivable declined less than 1% during the quarter to $4,129,064,000 at December 31, 1998 from $4,143,525,000 at September 30, 1998. The loans receivable balance decreased even though loan originations increased to $431,379,000, an increase of 34% from the prior year quarter. 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 December 31, 1998, the Company's recorded investment in impaired loans was $23,074,000, of which $21,182,000 had allocated reserves of $2,982,000. The average balance of impaired loans during the quarter was $15,704,000 and interest income(cash received) from impaired loans was $96,000. Costs in excess of net assets acquired. The Company periodically monitors these assets for potential impairment of which there was none at December 31, 1998. The Company will continue to evaluate these assets and, if appropriate, provide for any diminuition in value of these assets. Customer accounts. Customer accounts increased $104,331,000, or 3%, to $3,260,533,000 at December 31, 1998 compared with $3,156,202,000 at September 30, 1998. FHLB advances and other borrowings. Total borrowings decreased to $1,561,916,000. See Interest Rate Risk above. RESULTS OF OPERATIONS Net interest income increased $1,597,000 (3%) to $52,553,000 for the December 1998 quarter from $50,956,000 a year ago despite a drop in the interest rate spread. The net interest spread was 2.69% at December 31, 1998 compared to 2.73% at September 30, 1998 and 2.80% at December 31, 1997. This increase resulted largely from the increase in amortization of deferred fees and discounts due to the high prepayments in the loan and mortgage- backed securities portfolio. Interest income on loans decreased $2,189,000 (2%) to $89,952,000 for the quarter ended December 1998 from $92,141,000 a year ago. Average interest rates on loans decreased to 7.93% from 8.27% a year ago. Interest income on mortgage-backed securities increased $1,527,000 (9%) to $18,866,000 for the quarter ended December 31, 1998 versus $17,339,000 the same period one year ago. The weighted average yield of 7.24% at December 31, 1998 was lower than the 7.56% at December 31, 1997. Interest on investments decreased $1,177,000 (17%) in the quarter versus the year ago quarter. The weighted average yield increased to 7.90% at December 31, 1998 compared with 7.70% at December 31, 1997. The combined investment securities and FHLB stock portfolio decreased to $311,147,000 at December 31, 1998 versus $387,372,000 one year ago. Interest expense on customer accounts increased $1,544,000 (4%) to $40,744,000 for the quarter ended December 31, 1998 from $39,200,000 for the same period one year ago. The average cost of customer accounts decreased to 4.99% at quarter end compared to 5.16% one year ago. Interest on FHLB advances and other borrowings decreased $4,980,000 (19%) to $21,096,000 for the December 1998 quarter compared with $26,076,000 for the same quarter a year ago. The average rates paid at December 31, 1998 decreased to 5.37% versus 5.57% at December 31, 1997. Other income increased $1,534,000 (81%) for the December 1998 quarter compared with the December 1997 quarter. The increase in other income included several non-recurring real estate transactions, the largest of which provided the Company $1 million of pre-tax net income. There were no gains on sale of available-for-sale securities in the December 1998 quarter versus $745,000 in gains in the December 1997 quarter. Other expense increased $837,000 (8%) for the quarter ended December 1998 compared with the December 1997 quarter, after adjusting for the $167,000 increase in deferred loan origination costs associated with higher loan volumes. Other expense for the December 1998 quarter equalled .82% of average assets compared to .76% for the same quarter a year ago, while the number of staff, including part-time employees on a full-time equivalent basis, were 682 and 660 for the two periods, respectively. Income taxes increased $1,154,000 (8%) in the December 1998 quarter due to a higher taxable income base. The effective tax rate was 36.2% for December 1998 and 35.5%for the December 1997 quarter. 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. \S\ Guy C. Pinkerton February 12, 1999 GUY C. PINKERTON Chairman, President and Chief Executive Officer \S\ Ronald L. Saper February 12, 1999 RONALD L. SAPER Executive Vice-President and Chief Financial Officer \S\ Keith D. Taylor February 12, 1999 KEITH D. TAYLOR Senior Vice-President and Treasurer