-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ILubMRbU+8uGq5HnZifezJnhLOwk4Mno17WdKXFiQ0ZhhpH4QW+8dCs0ubr56LY0 m7rrcdlbuWw6c/S1hKTuhg== 0000950116-98-000186.txt : 19980202 0000950116-98-000186.hdr.sgml : 19980202 ACCESSION NUMBER: 0000950116-98-000186 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980121 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980130 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERFED FINANCIAL CORP CENTRAL INDEX KEY: 0000912428 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 813899950 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-22772 FILM NUMBER: 98518391 BUSINESS ADDRESS: STREET 1: PO BOX 5388 STREET 2: 110 EAST BROADWAY CITY: MISSOULA STATE: MT ZIP: 59802 BUSINESS PHONE: 4067215254 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 21, 1998 WESTERFED FINANCIAL CORPORATION ------------------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) Delaware 0-22772 81-0487794 - ---------------------------------------------------------------------------- (State or other (Commission File No.) (IRS Employer jurisdiction of Identification incorporation) Number) 110 East Broadway, Missoula, Montana 59802 - ----------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (406) 721-5254 - ----------------------------------------------------------------------------- N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events On January 21, 1998 the Registrant issued the press releases attached as Exhibit 99.6. Item 7. Financial Statements and Exhibits (a) Exhibits 99.6 Press releases, dated January 21, 1998 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. WesterFed Financial Corporation Date: January 29, 1998 By: /s/ Lyle R. Grimes ------------------- --------------------------------- Lyle R. Grimes President/Chief Executive Officer Index to Exhibits Sequentially Numbered Page Where Attached Exhibit Exhibits Number are located ------ ------------ 99.6 Press Releases dated January 21, 1998 5 EX-99.6 2 WESTERFED FINANCIAL CORPORATION ANNOUNCES SECOND QUARTER EARNINGS, ASSETS EXCEED $1 BILLION AND CHANGE IN SUBSIDIARY BANK NAME Missoula, Montana -- January 21, 1998 -- WesterFed Financial Corporation (the "Company") (NASDAQ - WSTR), the holding company for Western Federal Savings Bank of Montana (the "Bank"), announced earnings for the second quarter ended December 31, 1997 of $2.1 million, or $0.37 per share, a per share increase of 15.6% from the $1.4 million, or $0.32 per share for the same period last year. Earnings for the six month period ended December 31, 1997 were $3.9 million, or $0.69 per share as compared to $1.2 million, or $0.28 per share, for the same six month period last year. The earnings for the six month period ended December 31, 1996 included a one time after-tax charge to earnings of $1.4 million, or $0.33 per share, for a special assessment to recapitalize the Federal Deposit Insurance Corporation ("FDIC") Savings Association Insurance Fund ("SAIF"). All per share amounts are diluted earnings per share as calculated under SFAS No. 128. The Company also announced it will pay a regular cash dividend of $0.12 per share for the quarter ended December 31, 1997 payable on February 20, 1998 to stockholders of record on February 6, 1998. The regular quarterly cash dividend of $0.12 represents an increase of 4.4% over the prior quarter's regular cash dividend of $0.115 per share. The Company has increased regular cash dividends every quarter since becoming a public company. The Company has previously announced a plan to repurchase up to 5.0% of its outstanding shares of common stock in the open market during a twelve month period depending upon market conditions. President/Chief Executive Officer Lyle R. Grimes stated, "In February the Company will complete the conversion of its wholly owned subsidiary, Western Federal Savings Bank of Montana and Security Bank Division ("the Bank") to a single, commercial bank oriented, data processing system that will allow the Bank to continue its emphasis on adding commercial banking to its traditional thrift business. The new system will also provide the Bank with Year 2000 compliance in its primary data system. The single data system will allow customers to access their accounts at any of our 36 branches. As a result, in February, the Bank will change its name at all locations to 'Western Security Bank.' The Bank expects to incur significant one-time charges and expenses during the third quarter as these statewide changes are completed and announced with new signs and advertising programs. In Bozeman and Lewistown, operations will be consolidated allowing the sale of one building in each community." On December 8, 1997 in Billings, the Rimrock Mall Office was closed and a new office was opened at 2675 King Avenue West. Relocation to the new office will give the Rimrock Mall customers added banking services and four drive-in lanes while providing new banking service to this rapidly growing retail area in South West Billings. Grimes further stated, "The Company continues to attain growth in the net loans receivable portfolio which increased to $673.0 million at December 31, 1997 from $630.3 million at June 30, 1997. In addition, the Company's goal of increasing the commercial and consumer loan portfolios is being achieved. The percentage of gross residential real estate loans, consumer loans and commercial and agricultural loans to total gross loans has changed to 59.2%, 23.0% and 17.8% respectively at December 31, 1997 from 63.2%, 20.6% and 16.2% respectively at June 30, 1997. " Total assets increased to $1.0 billion at December 31, 1997 as compared to $955.6 million at June 30, 1997. Total deposits increased to $644.8 million at December 31, 1997 as compared to $630.9 million at June 30, 1997 and total stockholders' equity increased to $107.7 million, or 10.4% of assets from $104.3 million at June 30, 1997. Net income increased to $2.1 million for the quarter ended December 31, 1997 from $1.4 million for the same period last year. Net interest income before provision for loan losses for the quarter ended December 31, 1997 increased $3.4 million, or 72.3%, to $8.1 million as compared to $4.7 million over the same period last year. Total non-interest income increased $1.1 million to $2.0 million during the quarter ended December 31, 1997 from $903,000 during the same period last year. Non-interest expenses increased $2.9 million to $6.4 million for the quarter ended December 31, 1997 from $3.5 million for the same period last year. The increases in income and expenses were primarily the result of the acquisition of Security Bancorp in February 1997. Included in the expenses for the quarter ended December 31, 1997 were professional fees and other expenses in excess of $150,000 related to consolidation of the Western Federal and Security Bank operations. Net income increased $2.7 million to $3.9 million for the six month period ended December 31, 1997 from $1.2 million for the same period last year. Included in the net income for the six month period ended December 31, 1996 was a one time after-tax special assessment of $1.4 million to recapitalize the SAIF. Net interest income before provision for loan losses for the six month period ended December 31, 1997 increased $6.7 million to $16.1 million, from $9.4 million for the same period last year. Total non-interest income increased $2.3 million to $4.0 million during the six month period ended December 31, 1997 from $1.7 million during the same period last year. Non-interest expenses increased $4.1 million to $13.3 million for the six month period ended December 31, 1997 from $9.2 million for the same period last year. The increases in income and expenses were primarily the result of the acquisition of Security Bancorp effective March 1, 1997. Included in the expenses for the six month period just ended were professional fees and other expenses in excess of $240,000 related to consolidation of the Western Federal and Security Bank operations. Non-performing assets totaled $3.6 million at December 31, 1997, as compared to $2.4 million at June 30, 1997. The $1.2 million increase from June 30, 1997 to December 31, 1997 was due primarily to an increase of $1.0 million in consumer non-performing loan balances. Non-performing assets as a percentage of total assets increased to 0.35% at December 31, 1997 from 0.25% at June 30, 1997. The 0.35% is substantially less than the Bank's peer group average of 0.81% at September 30, 1997, which is the latest available information as reported by the Office of Thrift Supervision. The ratio of allowance for loan losses to non-performing assets was 136.97% at December 31, 1997 as compared to 118.72% at September 30, 1997 and 191.01% at June 30, 1997. WesterFed Financial Corporation's only subsidiary, Western Federal Savings Bank of Montana, which is Montana's largest savings bank, operates nineteen Western Federal offices and seventeen Security Bank Division offices in twenty Montana communities. CONTACT: Dale W. Brevik, Senior Vice President/Marketing James A. Salisbury, Treasurer/Chief Financial Officer (406) 721-5254 CONSOLIDATED BALANCE SHEETS WESTERFED FINANCIAL CORPORATION AND SUBSIDIARIES (Dollars in thousands, except share and per share data)
(Unaudited) December 31, June 30, 1997 1997 ------------- ----------- ASSETS Cash and due from banks $ 22,382 $ 16,999 Interest-bearing due from banks 6,297 160 ----------- ----------- Cash and cash equivalents 28,679 17,159 Interest-bearing deposits 100 2,000 Investment securities available-for-sale 88,332 51,683 Investment securities, at amortized cost (estimated market value of $18,241 at Dec. 31, 1997 and $27,728 at June 30, 1997) 18,061 27,466 Stock in Federal Home Loan Bank, at cost 12,915 11,456 Mortgage-backed securities available-for-sale 31,649 31,388 Mortgage-backed securities, at amortized cost (estimated market value of $114,375 at Dec. 31, 1997 and $119,193 at June 30, 1997) 111,448 117,781 Loans available-for-sale 8,584 3,700 Loans receivable, net 664,426 626,577 Accrued interest receivable 7,775 6,957 Premises and equipment, net 31,551 29,291 Core deposit intangible 4,914 5,276 Goodwill 15,274 15,562 Cash surrender value of life insurance policies 6,546 6,120 Other assets 4,842 3,223 ----------- ----------- Total assets $ 1,035,096 $ 955,639 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits $ 644,807 $ 630,869 Repurchase agreements 7,670 7,786 Borrowed funds 254,482 191,450 Advances from borrowers for taxes and insurance 3,569 3,753 Income taxes 3,573 3,504 Accrued interest payable 4,165 3,593 Accrued expenses and other liabilities 9,145 10,425 ----------- ----------- Total liabilities 927,411 851,380 ----------- ----------- Stockholders' Equity: Preferred stock, $.01 par value, 5,000,000 shares authorized; none outstanding -- -- Common stock, $.01 par value, 10,000,000 shares authorized; 5,577,052 shares outstanding at Dec. 31, 1997 and 5,564,904 shares outstanding at June 30, 1997 56 56 Additional paid-in capital 68,530 67,941 Common stock acquired by ESOP/RRP (2,650) (2,936) Treasury stock, at cost (3,461) (3,081) Net unrealized gain (loss) on securities available-for-sale 247 (35) Retained earnings, substantially restricted 44,963 42,314 ----------- ----------- Total stockholders' equity 107,685 104,259 ----------- ----------- Total liabilities and stockholders' equity $ 1,035,096 $ 955,639 =========== =========== Book value per share $ 19.31 $ 18.74 =========== =========== Book value per share - tangible $ 15.69 $ 14.99 =========== ===========
CONSOLIDATED STATEMENTS OF INCOME WESTERFED FINANCIAL CORPORATION AND SUBSIDIARIES (Dollars in thousands, except share and per share data)
(Unaudited) (Unaudited) Three Months Ended Six Months Ended December 31, December 31, 1997 1996 1997 1996 ---------- ---------- ---------- ---------- Interest Income: Loans receivable $ 14,211 $ 7,834 $ 28,018 $ 15,544 Mortgage-backed securities available-for-sale 540 668 1,119 1,396 Mortgage-backed securities 1,950 1,001 3,940 2,038 Investment securities available-for-sale 1,203 757 2,421 1,448 Investment securities 612 61 1,127 214 Interest-bearing deposits 167 261 310 489 Other 81 46 158 92 ---------- ---------- ---------- ---------- Total interest income 18,764 10,628 37,093 21,221 ---------- ---------- ---------- ---------- Interest expense: NOW and money market demand 847 367 1,664 749 Savings 671 465 1,361 939 Certificates of deposit 5,468 2,994 10,859 6,003 Advances from FHLB-Seattle and other borrowed funds 3,665 2,079 7,099 4,164 ---------- ---------- ---------- ---------- Total interest expense 10,651 5,905 20,983 11,855 ---------- ---------- ---------- ---------- Net interest income 8,113 4,723 16,110 9,366 Provision for loan losses 256 27 420 42 ---------- ---------- ---------- ---------- Net interest income after provision for loan losses 7,857 4,696 15,690 9,324 ---------- ---------- ---------- ---------- Non-interest income: Loan origination fees 476 98 1,004 223 Service fees 1,161 565 2,286 1,131 Net gain on sale of loans and securities available- for-sale 267 205 489 314 Other 91 35 179 70 ---------- ---------- ---------- ---------- Total non-interest income 1,995 903 3,958 1,738 ---------- ---------- ---------- ---------- Non-interest expenses: Compensation and employee benefits 2,978 1,706 6,448 3,593 Net occupancy expense of premises 532 256 1,064 478 Equipment and furnishings expense 381 173 770 364 Data processing expense 396 168 776 333 Federal insurance premium 90 155 180 366 SAIF special assessment -- -- -- 2,297 Intangibles amortization 331 -- 662 -- Marketing and advertising 106 196 362 232 Other 1,601 797 3,006 1,519 ---------- ---------- ---------- ---------- Total non-interest expense 6,415 3,451 13,268 9,182 ---------- ---------- ---------- ---------- Income before income taxes 3,437 2,148 6,380 1,880 Income taxes 1,339 796 2,473 707 ---------- ---------- ---------- ---------- Net income (loss)(1) $ 2,098 $ 1,352 $ 3,907 $ 1,173 ========== ========== ========== ========== Net income per share Basic $ 0.39 $ 0.33 $ 0.73 $ 0.29 ========== ========== ========== ========== Diluted $ 0.37 $ 0.32 $ 0.69 $ 0.28 ========== ========== ========== ========== Dividends per share $ 0.120 $ 0.100 $ 0.235 $ 0.195 ========== ========== ========== ========== Dividend payout ratio before SAIF assessment - diluted 32.43% 31.25% 34.06% 32.50% ========== ========== ========== ========== Average common and common equivalent shares outstanding: Basic 5,337,769 4,108,137 5,326,303 4,094,760 ========== ========== ========== ========== Diluted 5,635,991 4,289,160 5,625,636 4,252,499 ========== ========== ========== ==========
(1) The six months ended December 31, 1996 includes approximately $1,414, or $0.33 per share diluted, special SAIF assessment net of tax at 38.5%. Selected Financial Ratios and Other Data:
(Unaudited) (Unaudited) Three Months Ended Six Months Ended December 31, December 31, ------------------------ ------------------------- 1997 1996 1997 1996 ------ ------ ------ ------ Performance Ratios: Return on assets (ratio of net income to average total assets)(1) 0.83% 0.95% 0.78% 0.41% Return on assets before SAIF special assessment(1) 0.83 0.95 0.78 0.91 Return on equity (ratio of net income to average equity)(1) 7.81 6.83 7.33 2.97 Return on equity before SAIF special assessment(1) 7.81 6.83 7.33 6.47 Interest rate spread information: Average during period 3.22 2.88 3.23 2.85 End of period 3.14 2.65 3.14 2.65 Net interest margin(1)(2) 3.48 3.50 3.49 3.47 Ratio of non-interest expense to avg. total assets(1) 2.52 2.44 2.64 3.24 Ratio of non-interest expense without SAIF special assessment to average assets(1) 2.52 2.44 2.64 2.42 Asset Quality Ratios: Non-performing assets to total assets, at end of period 0.35 0.25 0.35 0.25 Total allowance for loan losses to total non-performing assets(3) 136.97 139.93 136.97 139.93 Capital Ratios: Stockholders' equity to total assets, at end of period 10.40 14.11 10.40 14.11 Tangible stockholders' equity to tangible assets, at end of period 10.40 14.11 10.40 14.11 Average equity to average assets 10.56 13.96 10.60 13.94 Ratio of average interest-earning assets to average interest- bearing liabilities 105.67 114.37 105.85 114.10 - --------------------------------------------------------------------------------------------------------------
(1) Annualized (2) Net interest income divided by average interest-earning assets (3) Includes non-performing and foreclosed assets -----END PRIVACY-ENHANCED MESSAGE-----