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, 1999 [ ] 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, 1999 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: JULY 31, 1999 Common stock, $1.00 par value 54,658,723 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, 1999 and September 30, 1998. . . . . . . . Page 3 Consolidated Statements of Operations for the three and nine months ended June 30, 1999 and 1998. . . . . . . Page 4 Consolidated Statements of Cash Flows for the nine months ended June 30, 1999 and 1998 . . . . . . . . . . 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 15 Item 2. Changes in Securities. . . . . . . . . . . .. . . . . Page 15 Item 3. Defaults upon Senior Securities. . . . . . . .. . . . . Page 15 Item 4. Submission of Matters to a Vote of Stockholders .. . . . . . . Page 15 Item 5. Other Information . . . . . . . . . . . . .. . . . . Page 15 Item 6. Exhibits and Reports on Form 8-K . . . . . . .. . . . . Page 15 Signatures . . . . . . . . . . . . . . . . . .Page 16 WASHINGTON FEDERAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED) . . . . . . . . . . . . . . . . . June 30, 1999 September 30, 1998 (In thousands, except per share data) ASSETS Cash. . . . . . . . . . . . . . . . . . . . . . $ 27,381 $ 22,215 Available-for-sale securities . . . . . . . . . 869,945 764,188 Held-to-maturity securities . . . . . . . . . . 342,993 445,871 Loans receivable. . . . . . . . . . . . . . . .4,235,661 4,143,525 Interest receivable . . . . . . . . . . . . . . 32,949 35,175 Premises and equipment, net . . . . . . . . . . 50,110 48,882 Real estate held for sale . . . . . . . . . . . 18,983 16,193 FHLB stock. . . . . . . . . . . . . . . . . . . 106,891 101,050 Costs in excess of net assets acquired. . . . . 49,097 53,639 Other assets. . . . . . . . . . . . . . . . . . 5,262 6,273 . . . . . . . . . . . . . . . . .$5,739,272 $5,637,011 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Customer accounts Savings and demand accounts . . . . . . . . $3,267,302 $3,071,175 Repurchase agreements with customers. . . . 93,143 85,027 . . . . . . . . . . . . . . . . . .3,360,445 3,156,202 FHLB advances . . . . . . . . . . . . . . . . . 955,000 1,356,500 Other borrowings, primarily securities sold under agreements to repurchase . . . . . . . . . . . . . . . . . . . . . . . .560,584 221,819 Advance payments by borrowers for taxes and insurance. . 14,458 25,332 Federal and state income taxes. . . . . . . . . 55,329 63,969 Accrued expenses and other liabilities. . . . . 44,711 46,017 . . . . . . . . . . . . . . . . . .4,990,527 ] 4,869,839 Stockholders' equity Common stock, $1.00 par value, 100,000,000 shares authorized; 62,141,265 and 56,423,961 shares issued; 54,635,673 and 51,446,129 shares outstanding. . . . . . . . 62,141 56,424 Paid-in capital . . . . . . . . . . . . . . . . 784,320 714,700 Valuation adjustment for available-for-sale securities, net of taxes 10,000 . . . . . . . . . . . . . . . . . . . . . . . .35,000 Treasury stock, at cost; 7,505,592 and 4,977,832 shares. ( 135,528) ( 92,221) Retained earnings . . . . . . . . . . . . . . . 27,812 53,269 . . . . . . . . . . . . . . . . . . 748,745 767,172 . . . . . . . . . . . . . . . . . .$5,739,272 $5,637,011 CONSOLIDATED FINANCIAL HIGHLIGHTS Stockholders' equity per share. . . . . . . . .$ 13.70 $ 13.56 Stockholders' equity to total assets. . . . . . 13.05% 13.61% Loans serviced for others . . . . . . . . . . . $ 51,430 $ 73,606 Weighted average rates at period end Loans and mortgage-backed securities . . . . 7.65% 7.98% Investment securities* . . . . . . . . . . . 8.04 7.76 Combined rate on loans, mortgage-backed securities and investment securities . . . . . . . . . . . . . . . . . . . . . . . . 7.67 7.96 Customer accounts. . . . . . . . . . . . . . 4.70 5.09 Borrowings . . . . . . . . . . . . . . . . . 5.30 5.50 Combined cost of customer accounts and borrowings . . . . . . . 4.89 5.23 Interest rate spread . . . . . . . . . . . . 2.78 2.73 *Includes municipal bonds at tax equivalent yields WASHINGTON FEDERAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Quarter Ended June 30, Nine Months Ended June 30, 1999 . . . . . . . . 1998 1999 1998 (In thousands, except per share data) INTEREST INCOME Loans. . . . . . . . . . . . $ 87,458 $ 90,767 $264,732 $274,567 Mortgage-backed securities . 20,348 17,657 60,230 51,735 Investment securities. . . . 4,471 6,500 14,969 19,785 112,277 . . . . . . . . . . 114,924 339,931 346,087 INTEREST EXPENSE Customer accounts. . . . . . 39,544 38,694 120,032 116,092 FHLB advances and other borrowings . . 19,842 23,184 61,628 74,002 59,386 . . . . . . . . . . 61,878 181,660 190,094 Net interest income. . . . . 52,891 53,046 158,271 155,993 Provision for loan losses. . 301 224 684 555 Net interest income after provision for loan losses 52,590 52,822 157,587 . . . . . . . . . . 155,438 OTHER INCOME Gain on sale of securities . 1,403 1,633 2,747 3,969 Other. . . . . . . . . . . . 1,626 1,406 7,194 3,937 3,029 . . . . . . . . . . . 3,039 9,941 7,906 OTHER EXPENSE Compensation and fringe benefits . . . 6,659 6,427 20,138 18,481 Federal insurance premiums . 461 450 1,361 1,342 Occupancy expense. . . . . . 967 977 2,975 3,072 Other. . . . . . . . . . . . 3,421 3,712 10,565 11,008 11,508 . . . . . . . . . . .11,566 35,039 33,903 Gains on real estate owned, net. . . . 10 40 104 236 Income before income taxes . 44,121 44,335 132,593 129,677 Income taxes . . . . . . . . 15,373 15,883 47,000 46,179 NET INCOME . . . . . . . . . $ 28,748 $ 28,452 $ 85,593 $ 83,498 PER SHARE DATA Basic earnings per share . . $ .53 $ .49 $ 1.54 $ 1.45 Diluted earnings per share . $ .52 $ .49 $ 1.53 $ 1.44 Cash dividends . . . . . . . $ .23 $ .21 $ .67 $ .61 Weighted average number of shares outstanding, including dilutive stock options . . 55,219,596 58,318,867 56,053,157 58,253,922 Return on average assets . . 2.01% 2.05% 2.01% 1.99% WASHINGTON FEDERAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended June 30, 1999 1998 (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES Net Income . . . . . . . . . . . . . . . . . . $ 85,593 $ 83,498 Adjustments to reconcile net income to net cash provided by operating activities Amortization of fees, discounts and premiums, net. ( 20,315) ( 20,690) Amortization of costs in excess of net assets acquired 4,542 . . . . . . . . . . . . . . . . . . . . 4,524 Depreciation . . . . . . . . . . . . . . . . 1,710 1,755 Gains on investment securities and real estate held for sale ( 2,851) . . . . . . . . . . . . . . . . . . .( 4,205) Decrease in accrued interest receivable. . . 2,226 1,365 Increase in income taxes payable . . . . . . 2,475 9,161 FHLB stock dividends . . . . . . . . . . . . ( 5,841) ( 5,592) Decrease in other assets . . . . . . . . . . 3,896 100 Increase (decrease) in accrued expenses and other liabilities (1,406) . . . . . . . . . . . . . . . 3,941 Net cash provided by operating activities. . . 70,029 73,857 CASH FLOWS FROM INVESTING ACTIVITIES Loans and contracts originated Loans on existing property . . . . . . . . . (768,425) (540,645) Construction loans . . . . . . . . . . . . . (303,742) (358,920) Land loans . . . . . . . . . . . . . . . . . ( 73,792) ( 77,199) Loans refinanced . . . . . . . . . . . . . . (148,717) (119,404) (1,294,676) (1,096,168) Savings account loans originated . . . . . . . ( 3,183) ( 3,880) Loan principal repayments. . . . . . . . . . . 1,194,042 1,111,384 Increase in undisbursed loans in process . . . 15,410 40,651 Loans purchased. . . . . . . . . . . . . . . . ( 452) ( 1,445) Purchase of available-for-sale securities. . . (423,749) (102,865) Principal payments and maturities of available-for-sale securities . . . . . . . . . . . . . . . . . . . 262,033 110,625 Sales of available-for-sale securities . . . . 22,726 43,969 Principal payments and maturities of held-to-maturity securities . . . . . . . . . . . . . . . . . . . 104,128 87,046 Proceeds from sale of real estate held for sale . . 10,082 8,191 Premises and equipment purchased, net . . . . (2,938) (2,484) Net cash provided (used) by investing activities . . (116,577) 195,024 CASH FLOWS FROM FINANCING ACTIVITIES Net increase in customer accounts. . . . . . . 204,243 105,123 Decrease in short-term borrowings. . . . . . . ( 62,735) (723,258) Proceeds from long-term borrowings . . . . . . --- 400,000 Repayments of long-term borrowings . . . . . . --- (2,500) Proceeds from exercise of common stock options 972 940 Proceeds from employee stock ownership plan. . 669 1,637 Treasury stock purchased . . . . . . . . . . . (43,808) --- Dividends. . . . . . . . . . . . . . . . . . . ( 36,753) ( 35,013) Decrease in advance payments by borrowers for taxes and insurance . . . . . . . . . . . . . . . . . . .( 10,874) ( 11,316) Net cash provided (used) by financing activities . . 51,714 (264,387) Increase in cash . . . . . . . . . . . . . . . 5,166 4,494 Cash at beginning of period. . . . . . . . . . 22,215 23,444 Cash at end of period. . . . . . . . . . . . . $ 27,381 $ 27,938 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Noncash investing activities Real estate acquired through foreclosure . . $ 12,768 $ 7,708 Cash paid during the period for Interest . . . . . . . . . . . . . . . . . . 184,364 188,139 Income taxes . . . . . . . . . . . . . . . . 44,022 41,000 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 23 cents for the quarter ended June 30, 1999 compared with 21 cents for the same period one year ago. On July 30, 1999 the Company paid its 66th 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 which was distributed on February 26, 1999. All previously reported per share amounts have been adjusted accordingly. NOTE D - Comprehensive Income On October 1, 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 ended June 30, 1999 and June 30, 1998 totaled $13,748,000 and $28,452,000, respectively. The total comprehensive income for the nine months ended June 30, 1999 and June 30, 1998 totaled $60,593,000 and $86,498,000, respectively. The difference between the Company's net income and total comprehensive income equals the change in the net unrealized gain on securities available-for-sale during the applicable periods. NOTE E - Earnings per Share SFAS No. 128, "Earnings per Share"(SFAS No. 128)" 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 $85,593,000 55,592,156 $1.54 Diluted EPS Income available to common stockholders plus assumed conversions $85,593,000 56,053,157 $1.53 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). THE YEAR 2000 ISSUE 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. 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. 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. These mission critical applications, which were all written internally, have been renovated and tested by the Company's information systems department. A full scale Year 2000 integration test, where computer clocks were advanced to simulate year-end 1999 processing, January 2000 processing and leap year processing, occurred in March 1999. The test, which was accomplished over a weekend, involved representatives of each principal business unit of the Company. All facets of our mission critical systems were exercised and the results of all testing matched the predetermined output. 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 systems to office building elevators. The Company has identified those systems and relies on written representation 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 met its target of December 31, 1998 to have its systems renovated and implemented and validation testing of all mission critical systems was successfully completed in March 1999. Management recently reported the results of an Office of Thrift Supervision examination of the Company's Year 2000 preparedness and compliance issues to the Board of Directors, who found the report to be satisfactory. Through June 30, 1999, the Company has not incurred any material incremental costs to become Year 2000 compliant. The Company's mission critical systems have been 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 plans. The Company continues enhancing its existing contingency plans to service customers in case events beyond its control impact computer systems. 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 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, 1999 the Company had a negative one year maturity gap of approximately 45% of total assets. The interest rate spread increased to 2.78% at June 30, 1999 from 2.73%at September 30, 1998. This increase was, in large part due to the continued repricing of maturing customer deposits and borrowed money at lower interest rates. 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 decreased to an equivalent of 26.4% of total assets at June 30, 1999, compared to 28.0% of total assets at September 30, 1998. LIQUIDITY AND CAPITAL RESOURCES The Company's net worth at June 30, 1999 was $748,745,000 or 13.1% of total assets. This is a decrease of $18,427,000 from September 30, 1998 when net worth was $767,172,000 or 13.6% of total assets. The decrease in the Company's net worth included $36,753,000 of cash dividends paid, $25,000,000 of reduction in the valuation reserves for available-for-sale securities and stock repurchases of $43,808,000 during the nine months ended June 30, 1999. Net worth was increased by the $85,593,000 of net income for the nine month period ended June 30, 1999. For the nine month period ended June 30, 1999, 2,058,700 shares of common stock were repurchased at an average price of $21.28. This leaves a total of 3.2 million shares currently authorized by the Board of Directors as available for repurchase. 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 approximately 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 $171,100,000, an $85,128,000 decrease from nine months ago. The decrease results primarily from the maturity of $85,500,000 of investment securities which were not replaced as the Company continues its emphasis on production of higher yielding loans. 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 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 June 30, 1999, total liquidity was 17.18%. CHANGES IN FINANCIAL CONDITION Available-for-sale and held-to-maturity securities. The Company purchased $423,749,000 of mortgage-backed securities during the nine month period, all of which were categorized as available-for-sale. As of June 30, 1999, the Company had unrealized gains on available-for-sale securities of $10,000,000, net of tax, which were recorded as part of stockholders' equity. Loans receivable. Loans receivable increased (2)% during the nine month period to $4,235,661,000 at June 30, 1999 from $4,143,525,000 at September 30, 1998 despite an 18% increase in loan origination volume to $1,294,676,000 for the nine months ended June 30, 1999 compared with the $1,096,168,000 for the same period one year ago. Total repayments and prepayments for the nine months ended June 30, 1999 were $1,194,042,000. 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, 1999, the Company's recorded investment in impaired loans was $6.5 million which had allocated reserves of $2.8 million. Loans of $9.2 million did not require reserves. The average balance of impaired loans during the quarter was $12.6 million and interest income (cash received) from impaired loans was $79,000. For the nine months ended June 30, 1999 the average amount of impaired loans was $14.1 million and interest income (cash received) from impaired loans was $265,000. 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 June 30, 1999. The Company will continue to evaluate these assets and, if appropriate, provide for any diminuition in value of these assets. CHANGES IN FINANCIAL CONDITION(continued) Real estate held for sale. Real estate held for sale increased $2,790,000 (17%) to $18,983,000 at June 30, 1999 from $ 16,193,000 at September 30, 1998. This increase relates primarily to one large builder with loans totalling $5.0 million. Despite the increase in real estate held for sale, non-performing assets as a percentage of total assets dropped from .44% at September 30, 1998 to .38% at June 30, 1999. Customer accounts. Customer accounts increased $204,243,000, or 6% to $3,360,445,000 at June 30, 1999 compared with $3,156,202,000 at September 30, 1998. FHLB advances and other borrowings. Total borrowings decreased to $1,515,584,000. See Interest Rate Risk above. RESULTS OF OPERATIONS Net interest income decreased $155,000 (1%) to $52,891,000 for the June 1999 quarter from $53,046,000 a year ago, while net interest income increased $2,278,000 (1%) to $158,271,000 for the nine months ended June 30, 1999 from the $155,993,000 for the same period of 1998. The net interest spread was 2.78% at June 30, 1999, compared to 2.69% at December 31, 1998 and 2.80% at June 30, 1998. Interest income on loans decreased $3,309,000 (4%) to $87,458,000 for the quarter ended June 30, 1999 from $90,767,000 for the same period one year ago. For the nine months ended June 30, 1999 interest on loans decreased $9,835,000 (4%) to $264,732,000 from $274,567,000 for the same period one year ago. The average balance of loans decreased to $4,154,993,000(1%) for the nine months ended June 30, 1999 from $4,175,984,000 for the nine months ended June 30, 1998. Average interest rates on loans decreased to 7.80% at June 30, 1999 from 8.15% one year ago. Interest income on mortgage-backed securities increased $2,691,000 (15%) to $20,348,000 for the quarter ended June 30, 1999 versus the $17,657,000 for the quarter one year ago. Interest on mortgage-backed securities increased $8,495,000 (16%) to $60,230,000 for the nine months ended June 30, 1999 compared with the $51,735,000 for the same period one year ago. The average balance of mortgage-backed securities increased to $1,098,724,000 (22%) for the nine months ended June 30, 1999 from $902,472,000 for the nine months ended June 30, 1998 as the Company purchased $423,749,000 in mortgage-backed securities to supplement current loan production. The weighted average yield of 7.05% at June 30, 1999 was down from the 7.68% at June 30, 1998. Interest on investments decreased $2,029,000 (31%) to $4,471,000 for the quarter ended June 30, 1999 versus the $6,500,000 for the same quarter one year ago. Interest on investments decreased $4,816,000 (24%) to $14,969,000 for the nine months ended June 30, 1999 compared with the $19,785,000 for the same period one year ago. The average balance of investments decreased to $288,591,000 (25%) for the nine month period ended June 30, 1999 from $385,767,000 for the nine month period ended June 30, 1998. The weighted average yield was 8.04% at June 30, 1999 compared to 7.73% at June 30, 1998. RESULTS OF OPERATIONS(continued) Interest expense on customer accounts increased $850,000 (2%) to $39,544,000 for the June 1999 quarter from $38,694,000 for the June 1998 quarter. Interest expense on customer accounts increased $3,940,000 (3%) to $120,032,000 for the nine months ended June 30, 1999 versus $116,092,000 for the same period one year ago. The increase in interest expense relates to the increase in average customer accounts from $3,012,663,000 to $3,276,599,000 (9%) for the nine months ended June 30, 1999 and 1998, respectively. The increase is offset by the decrease in the average cost of customer accounts from 5.11% at June 30, 1998 to 4.70% on June 30, 1999. Interest on FHLB advances and other borrowings decreased $3,342,000 (14%) to $19,842,000 for the June 1999 quarter compared with the $23,184,000 for the June 1998 quarter. The nine-month figures decreased $12,374,000 (17%) to $61,628,000 compared with the $74,002,000 for the same period one year ago. The decrease was due to a reduction in the average total borrowings from $1,762,306,000 to $1,540,820,000 (13%) for the nine months ended June 30, 1999 and June 30, 1998, respectively. The average rates paid on borrowings at June 30, 1999 of 5.30% compared with 5.53% at June 30, 1998. Other income decreased $10,000 to $3,029,000 for the June 1999 quarter compared with the $3,039,000 for the June 1998 quarter. Other income increased $2,035,000 (26%) to $9,941,000 for the nine months ended June 30, 1999 versus $7,906,000 for the same period one year ago. Gains on the sale of available-for-sale securities totalled $1,403,000 and $2,747,000 for the quarter and nine months ended June 30, 1999, respectively. Gains on the sale of available-for-sale securities totalled $1,633,000 and $3,969,000 for the quarter and nine months ended June 30, 1998. The increase in other income for the nine months ended June 30, 1999 included several non-recurring real estate transactions, the largest of which provided the Company $1 million of pre-tax income during the December 1998 quarter. Other expense decreased $78,000 (1%) for the quarter ended June 30, 1999 compared to the June 30, 1998 quarter. Other expense increased $1,289,000 (4%) for the nine months ended June 30, 1999 compared to the same period one year ago. Other expense for the quarter and nine months ended June 30, 1999 equalled .80% and .82%, respectively, of average assets compared to .83% and .81%, respectively, for the same periods one year ago. The number of staff, including part-time employees on a full- time equivalent basis, were 696 at June 30, 1999 and 662 at June 30, 1998. Income taxes decreased $510,000 (3%) and increased $821,000 (2%) for the quarter and nine months ended June 30, 1999, respectively, when compared to the same period one year ago. The effective tax rate was 35.5% for the nine month period ended June 30, 1999 and 35.6% for the same period ended June 30, 1998. 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 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 August 13, 1999 GUY C. PINKERTON Chairman and Chief Executive Officer /s/ Ronald L. Saper August 13, 1999 RONALD L. SAPER Executive Vice-President and Chief Financial Officer /s/ Joseph R. Runte August 13, 1999 JOSEPH R. RUNTE Vice-President and Controller