-----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, PDfjFIbscSl/qFJnMMCcskTuoYo2vYcXSQ89AolQ7ovDBxbijBW0Iglv7sNlkZL7 biNWhq0Tv37ec5fx2TCAbQ== 0000891020-97-001616.txt : 19971230 0000891020-97-001616.hdr.sgml : 19971230 ACCESSION NUMBER: 0000891020-97-001616 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971229 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WASHINGTON FEDERAL INC CENTRAL INDEX KEY: 0000936528 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 911661606 STATE OF INCORPORATION: WA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-25454 FILM NUMBER: 97745119 BUSINESS ADDRESS: STREET 1: 425 PIKE STREET CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2066247930 MAIL ADDRESS: STREET 1: 425 PIKE ST CITY: SEATTLE STATE: WA ZIP: 98101 10-K 1 FORM 10-K FOR YEAR ENDING SEPTEMBER 30, 1997 1 ================================================================================ FORM 10-K Securities and Exchange Commission Washington, D.C. 20549 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 1997. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from .............. to .............. Commission File Number: 0-25454 Washington Federal, Inc. (Exact name of registrant as specified in its charter) United States 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) (Zip Code) Registrant's telephone number, including area code: (206) 624-7930 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered N/A N/A Securities registered pursuant to section 12(g) of the Act: Common Stock, $1.00 par value per share (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] As of December 8, 1997, the aggregate market value of the 46,101,321 shares of Common Stock of the Registrant issued and outstanding on such date, excluding 1,424,969 shares held by all directors and executive officers of the Registrant as a group, was $1,504,056,000. This figure is based on the closing sale price of $32.625 per share of the Registrant's Common Stock on December 8, 1997, as reported in The Wall Street Journal on December 9, 1997. Number of shares of Common Stock outstanding as of December 8, 1997: 47,526,290 DOCUMENTS INCORPORATED BY REFERENCE List hereunder the following documents incorporated by reference and the Part of Form 10-K into which the document is incorporated: (1) Portions of the Registrant's Annual Report to Stockholders for the fiscal year ended September 30, 1997 are incorporated into Part II, Items 5-8 of this Form 10-K. (2) Portions of the Registrant's definitive proxy statement for its 1997 Annual Meeting of Stockholders are incorporated into Part III, Items 10-13 of this Form 10-K. ================================================================================ 2 2 PART I. ITEM 1. BUSINESS GENERAL Washington Federal, Inc. (the "Company"), formed in November 1994, is a Washington corporation headquartered in Seattle, Washington. The Company is a non-diversified unitary savings and loan holding company within the meaning of the Home Owners' Loan Act ("HOLA") which conducts its operations through a federally insured savings and loan association subsidiary, Washington Federal Savings and Loan Association ("Washington Federal" or the "Association"). As such, the Company is registered as a holding company with the Office of Thrift Supervision ("OTS") and is subject to OTS regulation, examination, supervision and reporting requirements. The Association, doing business as Washington Federal Savings, is a federally-chartered savings and loan association that began operations in Washington as a state-chartered mutual association in 1917. In 1935, the Association converted to a federal charter and became a member of the Federal Home Loan Bank ("FHLB") System. On November 17, 1982, Washington Federal converted from a federal mutual to a federal capital stock association. The business of Washington Federal consists primarily of attracting savings deposits from the general public and investing these funds in loans secured by first mortgage liens on single-family dwellings, including loans for the construction of such dwellings, and to a significantly lesser extent, on commercial property and multi-family dwellings. It also originates other types of loans for its portfolio and invests in certain United States Government and agency obligations and other investments permitted by applicable laws and regulations. Washington Federal has 104 offices located in Washington, Oregon, Idaho, Arizona and Utah, all of which are full service branches. Through subsidiaries, the Association is engaged in real estate development and insurance brokerage activities. The principal sources of funds for the Association's activities are retained earnings, loan repayments (including prepayments), net savings inflows, sales of loans, loan participations and other assets, and deposits and borrowings. Washington Federal's principal sources of revenue are interest on loans, interest and dividends on investments and gains on sale of investments and real estate. Its principal expenses are interest paid on savings, general and administrative expenses, interest on borrowings and income taxes. The Company's growth has been generated both internally and as a result of eleven mergers and three assumptions of deposits. The most recent acquisition was completed in November 1996, when the Company purchased Metropolitan Bancorp, Seattle, Washington ("Metropolitan"). For additional information in this regard, see Note B to the Consolidated Financial Statements included in Item 14 hereof. The Association is subject to extensive regulation, supervision and examination by the OTS, as its chartering authority and primary federal regulator, and by the Federal Deposit 3 3 Insurance Corporation ("FDIC"), which insures its deposits up to applicable limits. Such regulation and supervision establishes a comprehensive framework of activities in which an association may engage and is intended primarily for the protection of the Savings Association Insurance Fund ("SAIF") administered by the FDIC and depositors. The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities. Any change in such regulation, whether by the OTS, the FDIC or the U.S. Congress, could have a significant impact on the Association and its operations. See "Regulation." 4 4 AVERAGE STATEMENTS OF FINANCIAL CONDITION
Year Ended September 30, ------------------------------------------------------------------ 1995 1996 ------------------------------- ------------------------------- Average Average Average Average Balance Interest Rate Balance Interest Rate ---------- -------- ------- ---------- -------- ------- (Dollars in Thousands) ASSETS Loans (1) $2,635,724 $238,086 9.03% $3,442,290 $305,372 8.87% Mortgage-backed securities 1,109,687 84,125 7.58 966,658 74,126 7.67 Investment securities 245,760 18,101 7.37 336,722 20,817 6.18 FHLB stock 54,701 3,454 6.31 50,795 3,896 7.67 ---------- -------- ---- ---------- -------- ---- Total interest-earning assets 4,045,872 343,766 8.50 4,796,465 404,211 8.43 Other assets 143,157 114,126 ---------- ---------- Total assets $4,189,029 $4,910,591 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Checking accounts $ 72,323 1,735 2.40 $ 72,376 1,734 2.40 Passbook and statement accounts 210,286 7,036 3.35 178,616 6,267 3.51 Insured money market accounts 244,132 10,549 4.32 313,746 13,137 4.19 Certificate accounts (time deposits) 1,720,238 93,104 5.41 1,847,561 105,285 5.70 Repurchase agreements with customers 54,617 2,924 5.35 66,048 3,481 5.27 FHLB advances 317,590 18,714 5.89 862,966 48,183 5.58 Securities sold under agreements to repurchase 863,379 51,028 5.91 816,857 47,905 5.86 Federal funds purchased 46,160 3,163 6.85 50,810 2,753 5.42 ---------- -------- ---- ---------- -------- ---- Total interest-bearing liabilities 3,528,725 188,253 5.33 4,208,980 228,745 5.44 Other liabilities 98,657 123,135 ---------- ---------- Total liabilities 3,627,382 4,332,115 Stockholders' equity 561,647 578,476 ---------- ---------- Total liabilities and stockholders' equity $4,189,029 $4,910,591 ========== -------- ---- ========== -------- ---- Net interest income/Interest rate spread $155,513 3.17% $175,466 2.99% ======== ==== ======== ==== Net interest margin (2) 3.84% 3.66% ==== ====
Year Ended September 30, ------------------------------------ 1997 ------------------------------------ Average Average Balance Interest Rate ---------- ---------- ------- (Dollars in Thousands) Loans (1) $4,091,571 $ 357,571 8.74% Mortgage-backed securities 1,003,077 74,667 7.44 Investment securities 305,183 20,140 6.60 FHLB stock 84,888 6,704 7.90 ---------- ---------- ---- Total interest-earning assets 5,484,719 459,007 8.37 Other assets 161,324 ---------- Total assets $5,646,043 ========== LIABILITIES AND STOCKHOLDERS' EQUITY Checking accounts 83,991 2,006 2.39 Passbook and statement accounts 183,048 6,371 3.48 Insured money market accounts 374,581 15,391 4.11 Certificate accounts (time deposits) 2,117,792 115,857 5.47 Repurchase agreements with customers 60,671 3,059 5.04 FHLB advances 1,315,353 73,393 5.58 Securities sold under agreements to repurchase 569,203 30,944 5.44 Federal funds purchased 187,082 10,426 5.57 ---------- ---------- ---- Total interest-bearing liabilities 4,891,721 257,447 5.26 Other liabilities 106,513 ---------- Total liabilities 4,998,234 Stockholders' equity 647,809 ---------- Total liabilities and stockholders' equity $5,646,043 ========== ---------- ---- Net interest income/Interest rate spread $ 201,560 3.11% ========== ==== Net interest margin (2) 3.67% ====
- ----------------------------- (1) The average balance of loans includes non-accruing loans, interest on which is recognized on a cash basis. (2) Net interest income divided by average interest-earning assets. 5 5 LENDING ACTIVITIES GENERAL. The Company's net portfolio of loans and mortgage-backed securities totaled $5.1 billion at September 30, 1997, representing approximately 90% of its total assets. In recent years the Company has concentrated its lending activities on the origination of conventional loans, which are loans that are neither insured nor guaranteed by agencies of the United States Government. The Company's investment in mortgage-backed securities issued or guaranteed by the Government National Mortgage Association ("GNMA"), the Federal National Mortgage Association ("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC") and certain privately insured mortgage-backed securities amounted to $947 million (net of discounts and premiums) at September 30, 1997 and is deemed to be part of the Company's loan portfolio. Washington Federal has historically concentrated its lending activity on the origination of long-term, fixed-rate single-family first mortgage loans, single-family construction loans and land development loans. Although mortgage loans may be written with adjustable interest rates, the Association does not emphasize adjustable-rate loans. 6 6 The following table sets forth the composition of the Company's gross loan and mortgage-backed securities portfolio, by loan type and security type, as of September 30 for the years indicated.
1993 1994 1995 ---------------------- --------------------- --------------------- Amount Percent Amount Percent Amount Percent ---------- ------- ---------- ------- ---------- ------- (Dollars in Thousands) Loans by type of loan Real estate: Conventional: Permanent $1,881,376 63.0% $2,089,769 57.7% $2,635,669 60.1% Land development 126,640 4.2 132,487 3.7 167,028 3.8 Construction(1) 312,097 10.4 359,812 9.9 443,723 10.1 Insured or guaranteed: FHA 26,731 .9 22,279 .6 20,479 .4 VA 18,971 .6 18,511 .5 16,434 .4 Mortgage-backed securities(residential) 615,375 20.6 995,107 27.4 1,095,861 25.0 Savings account loans 2,782 .1 2,790 .1 2,344 .1 Consumer 6,071 .2 3,796 .1 2,463 .1 ---------- ----- ---------- ----- ---------- ----- Total(2) $2,990,043 100.0% $3,624,551 100.0% $4,384,001 100.0% ========== ===== ========== ===== ========== ===== Loans by type of security Residential: Single-family(3) $2,223,171 74.3% $2,499,458 69.0% $3,168,844 72.2% Other dwelling units 49,597 1.7 46,260 1.3 54,407 1.2 Income property 93,047 3.1 77,140 2.1 60,082 1.4 Mortgage-backed securities(residential) 615,375 20.6 995,107 27.4 1,095,861 25.0 Savings account loans 2,782 .1 2,790 .1 2,344 .1 Consumer 6,071 .2 3,796 .1 2,463 .1 ---------- ----- ---------- ----- ---------- ----- Total(2) $2,990,043 100.0% $3,624,551 100.0% $4,384,001 100.0% ========== ===== ========== ===== ========== =====
1996 1997 --------------------- --------------------- Amount Percent Amount Percent ---------- ------- ---------- ------- (Dollars in Thousands) Loans by type of loan Real estate: Conventional: Permanent $3,241,789 66.6% $3,719,185 68.9% Land development 172,146 3.5 158,706 2.9 Construction(1) 548,302 11.2 542,394 10.0 Insured or guaranteed: FHA 18,123 .4 26,641 .5 VA 18,169 .4 17,797 .3 Mortgage-backed securities(residential) 865,887 17.8 931,456 17.3 Savings account loans 3,576 .1 3,954 .1 Consumer 1,488 - 1,089 - ---------- ----- ---------- ----- Total(2) $4,869,480 100.0% $5,401,222 100.0% ========== ===== ========== ===== Loans by type of security Residential: Single-family(3) $3,879,092 79.7% $4,222,566 78.2% Other dwelling units 74,108 1.5 122,038 2.2 Income property 45,329 .9 120,119 2.2 Mortgage-backed securities(residential) 865,887 17.8 931,456 17.3 Savings account loans 3,576 .1 3,954 .1 Consumer 1,488 - 1,089 - ---------- ----- ---------- ----- Total(2) $4,869,480 100.0% $5,401,222 100.0% ========== ===== ========== =====
(1) Includes construction loans that have been modified to monthly payment loans, due in full in approximately one year, in the amount of $16.4 million, $6.1 million, $6.1 million, $15.9 million and $17.8 million at September 30, 1993, 1994, 1995, 1996 and 1997, respectively. (2) After netting undisbursed proceeds on loans in process, deferred fees, discounts on loans and allowances for possible losses against the applicable loan amounts, the Association's net loan portfolio at September 30, 1993, 1994, 1995, 1996 and 1997 amounted to $2.78 billion, $3.40 billion, $4.11 billion, $4.60 billion and $5.1 billion, respectively. (3) Includes condominium units (which are deemed to be single-family residences regardless of the number of units in the structure in which they are located), as well as land and construction loans for single family residences. 7 7 The following table summarizes the scheduled contractual gross loan maturities for the Association's total loan and mortgage-backed securities portfolios due for the periods indicated as of September 30, 1997. Amounts are presented prior to deduction of discounts, premiums, loans in process, deferred loan origination fees and allowance for loan losses. Adjustable rate loans are shown in the period in which loan principal payments are contractually due.
Maturity Distribution ---------------------------------- Balance Outstanding at Less than 1 to 5 After 5 September 30, 1997 1 year years years ---------------------- --------- -------- ---------- (In Thousands) One- to four-family real estate loans $3,521,466 $ 16,925 $ 77,294 $3,427,247 GNMA, FHLMC, FNMA and other mortgage-backed securities 931,456 -- 4,989 926,467 Construction and land development loans 701,100 645,818 18,866 36,416 Income property loans 242,157 50,537 45,866 145,754 Savings account loans 3,954 3,726 45 183 Consumer loans 1,089 515 176 398 ---------- -------- -------- ---------- $5,401,222 $717,521 $147,236 $4,536,465 ========== ======== ======== ========== - ----------------------------- Loans maturing after one year: Fixed interest rates $4,298,518 Floating or adjustable interest rates 385,183 ---------- Total $4,683,701 ==========
8 8 The original contractual loan payment period for residential loans originated by the Association normally ranges from 15 to 30 years. Experience during recent years has indicated that, because of prepayments in connection with refinancing and sales of property, residential loans remain outstanding an average of less than ten years. LENDING PROGRAMS AND POLICIES. The Association specializes in residential real estate lending and has no present plans to expand its operations into consumer or commercial business loans. The Association offers "balloon" payment loans, which are amortized on a 20 or 30 year basis but which have a maturity date for the principal balance of a much shorter period. The Association also provides land acquisition and development loans ("land development loans") and construction loans for single-family residences. The interest rate on these loans generally adjusts every 90 days in accordance with a designated index. Land development and construction loans amounted to $701 million or 13% of the Association's gross loan portfolio (including mortgage-backed securities) at September 30, 1997. The Association offers a multi-family (five or more dwelling units) lending program with strict underwriting guidelines, including a $1 million limit on any one loan. Many of the associations acquired by Washington Federal offered a variety of lending products, including commercial real estate and non-real estate secured loans, consumer secured loans and non-secured lines of credit. All commercial, consumer and line of credit lending has been discontinued and lending has been redirected toward the traditional Association lending practices of single-family residential loans. The loans acquired, other than single-family residential real estate loans, are being serviced and payoffs are encouraged. As a result of activity over the past three decades, the Association believes that it is a leading construction lender for single-family residences in the Seattle metropolitan area. Because of this history, the Association has developed a staff with in-depth land development and construction experience and working relationships with a group of builders which have been selected based on their operating histories and financial stability. Construction lending is generally considered to involve a higher level of risk than single-family residential lending due to the concentration of principal in a limited number of loans and borrowers and the effects of general economic conditions on real estate developers and managers. Moreover, a construction loan can involve additional risks because of the inherent difficulty in estimating both a property's value at completion of the project and the estimated cost (including interest) of the project. The nature of these loans also is such that they are generally more difficult to evaluate and monitor. The Association continues to originate medium and long-term, permanent fixed-rate loans, but in most instances (see below) only under terms, conditions and documentation which permit sale in the secondary market. Moreover, since 1973 it has been the Association's general policy to include in the documentation evidencing its conventional mortgage loans the so-called "due on sale clause," which facilitates adjustment of interest rates on such loans when the property securing the loan is sold or transferred. At September 30, 1997, $4.3 billion or 79% of the 9 9 Association's loan portfolio was represented by medium and long-term, fixed-rate loans secured by single-family residences (including mortgage-backed securities). The Association offers a 99% loan-to-value ratio conventional loan program for first time home buyers. The high-ratio conventional lending program presents greater risk to the Association. To mitigate the risk, the program has stringent underwriting and property requirements that include home ownership/money management counseling and property condition inspections. A loss reserve of 2% of the loan amount is established for each loan granted. The Association is authorized by its Board to originate $100 million of loans under this program. As of September 30, 1997, loans under this program amounted to $71.4 million. All of the Association's mortgage lending is subject to its written, nondiscriminatory underwriting standards, loan origination procedures and lending policies prescribed by the Association's Board of Directors. Property valuations are required on all real estate loans and are prepared by independent appraisers approved by the Association's Board of Directors and the appraisals are reviewed by the Association's appraisal staff. Detailed loan applications are obtained to determine the borrower's ability to repay, and the more significant items on these applications are verified through the use of credit reports, financial statements and written confirmations. Depending on the size of the loan involved, a varying number of senior officers of the Association must approve the application before the loan can be granted. Federal regulations limit the amount of a real estate loan made by a federally-chartered savings institution to a specified percentage of the value of the property securing the loan, as determined by an appraisal at the time the loan is originated (referred to as the "loan-to-value ratio"). The regulation provides that at the time of origination a real estate loan may not exceed 100% of the appraised value of the security property. Maximum loan-to-value ratios for each type of real estate loan made by an institution are now established by the institution's board of directors. In addition, the board of directors must approve each real estate loan (other than a home loan) with a loan-to-value ratio in excess of 80%. A general reserve is established for all loans with loan-to-value ratios exceeding 80% that are not insured by private mortgage insurance by placing 1% of the new loan principal balance into such reserve when the loan is closed. This total reserve balance at September 30, 1997 amounted to $5.2 million. The Association's residential construction loans and land acquisition and development loans are of a short-term nature and are generally made for 80% or less of the appraised value of the property upon completion for residential construction loans and 75% or less for land acquisition and development loans. Funds are disbursed periodically at various stages of completion as authorized by the Association's personnel. It is the Association's policy to obtain title insurance insuring that the Association has a valid first lien on the mortgaged real estate. Borrowers must also obtain hazard insurance prior to closing and, when required by the Department of Housing and Urban Development, flood 10 10 insurance. Borrowers may be required to advance funds on a monthly basis together with each payment of principal and interest to a mortgage escrow account from which the Association makes disbursements for items such as real estate taxes, hazard insurance premiums and private mortgage insurance premiums as they fall due. ORIGINATION, PURCHASE AND SALE OF LOANS. The Association has general authority to lend anywhere in the United States. The Association's primary lending area, however, is western Washington, western Oregon, southern Idaho, southern Arizona and northern Utah. Loan originations come from a number of sources. Residential loan originations result from referrals from real estate brokers, walk-in customers, purchasers of property in connection with builder projects financed by the Association, purchasers of property referred through mortgage brokers and from refinancing for existing customers. Construction loan originations are obtained primarily by direct solicitation of builders and continued business from builders who have previously borrowed from the Association. At September 30, 1997, the Association was servicing approximately $119.9 million of loans for others. Sales are made on a yield basis with the difference between the yield to the purchaser and the amount paid by the borrower constituting servicing income to the Association. The sale of loans and loan participations is subject to federal regulations, which, among other things, until recently required that sales be made on a non-recourse basis. The Association also purchases mortgage-backed securities when lending rates and mortgage volume for new loan originations in its market area do not fulfill its needs. Mortgage-backed securities accounted for most of the Association's loan purchases in recent years. Mortgage-backed securities are more liquid than individual mortgage loans and may be used to collateralize borrowings of the Association. 11 11 The table below shows total loan origination, purchase, sale and repayment activities of the Association on a consolidated basis for the periods indicated.
Year Ended September 30, --------------------------------------------------------------------------- 1993 1994 1995 1996 1997 ----------- ----------- ----------- ----------- ----------- (In Thousands) Loans originated(1): Construction $ 291,777 $ 370,845 $ 341,001 $ 428,317 $ 407,135 Land 66,546 74,508 97,990 92,496 77,270 Loans on existing property 464,195 540,561 758,455 972,601 556,063 Loans refinanced 97,387 76,518 27,468 62,854 48,240 ----------- ----------- ----------- ----------- ----------- Total loans originated 919,905 1,062,432 1,224,914 1,556,268 1,088,708 ----------- ----------- ----------- ----------- ----------- Loans and mortgage backed securities purchased: From acquisitions of associations 316,095 -- 27,759 -- 627,816 Other 261,056 620,026 216,843 60,888 11,310 ----------- ----------- ----------- ----------- ----------- 577,151 620,026 244,602 60,888 639,126 ----------- ----------- ----------- ----------- ----------- Loans and mortgage-backed securities sold (27,239) (18,702) (34,156) (134,275) (119,851) ----------- ----------- ----------- ----------- ----------- Loan and mortgage-backed securities principal repayments (1,074,562) (1,057,659) (683,383) (1,016,049) (1,127,923) ----------- ----------- ----------- ----------- ----------- Net change in loans in process, discounts, fees, etc (20,855) 18,545 (37,679) 7,908 68,224 ----------- ----------- ----------- ----------- ----------- Net loan activity increase $ 374,400 $ 624,642 $ 714,298 $ 474,740 $ 548,284 =========== =========== =========== =========== ===========
(1) Includes undisbursed loans in process and does not include savings account loans, which were not material during the periods indicated. INTEREST RATES, LOAN FEES AND SERVICE CHARGES. Interest rates charged by the Association on mortgage loans are primarily determined by the level of competitive loan rates offered in its lending areas and in the secondary market. Mortgage loan rates reflect factors such as interest rates generally, the supply of money available to the savings and loan industry and the demand for such loans. These factors are in turn affected by general economic conditions, the regulatory programs and policies of federal and state agencies, changes in tax laws and governmental budgetary programs. 12 12 The Association receives loan origination fees for originating loans and servicing fees for servicing loans sold by it to others. The Association also receives commitment fees for making commitments to originate construction, commercial and multi-family residential loans, as well as various fees and charges related to existing loans, which include prepayment charges, late charges and assumption fees. In making one- to-four family home mortgage loans, the Association does not normally charge a commitment fee. As part of the loan application, the borrower pays the Association for its out-of-pocket costs in reviewing the application, such as the appraisal fee, whether or not the borrower closes the loan. The interest rate charged is normally the prevailing rate at the time the loan application is approved. In the case of larger construction loans, the Association normally charges a 1% commitment fee, which may be included in the loan origination charge when the loan is made. Commitment fees and other terms of commercial and multi-family residential loans are individually negotiated. NON-PERFORMING ASSETS. When a borrower fails to make a required payment on a loan, the Association attempts to cause the deficiency to be cured by contacting the borrower. Contacts are made after a payment is 30 days past due. In most cases, deficiencies are cured promptly. If the delinquency is not cured within 90 days, the Association causes the trustee on the deed of trust to institute appropriate action to foreclose the property. If foreclosed, the property will be sold at a public sale and may be purchased by the Association. There are circumstances under which the Association may choose to foreclose a deed of trust as mortgagee and when this procedure is followed certain redemption rights are involved. Loans are placed on non-accrual status when, in the judgment of management, the probability of collection of interest is deemed to be insufficient to warrant further accrual. When a loan is placed on non-accrual status, previously accrued but unpaid interest is deducted from interest income. The Association does not accrue interest on loans past due 90 days or more. See Note A to the Consolidated Financial Statements included in Item 14 hereof. Real estate acquired by foreclosure or deed-in-lieu thereof ("REO") is classified as real estate held for sale until it is sold. When property is acquired, it is recorded at the lower of carrying or fair value at the date of acquisition and any writedown resulting therefrom is charged to the allowance for loan losses. Interest accrual ceases on the date of acquisition and all costs incurred in maintaining the property from that date forward are expensed. Costs incurred for the improvement or development of such property are capitalized. See Note A to the Consolidated Financial Statements included in Item 14 hereof. 13 13 The following table sets forth information regarding restructured and non-accrual loans and REO held by the Association at the dates indicated.
September 30, ------------------------------------------------------- 1993 1994 1995 1996 1997 ------- ------- ------- ------- ------- (Dollars in Thousands) Restructured loans (1) $ 7,658 $11,254 $10,103 $24,046 $ 8,613 Non-accrual loans: Single-family residential 4,498 4,215 2,879 5,913 9,571 Construction and land 13,407 5,484 9,515 7,779 4,629 Commercial real estate 1,718 1,223 76 482 586 Consumer 93 105 -- 4 3 ------- ------- ------- ------- ------- Total non-accrual loans (2) 19,716 11,027 12,470 14,178 14,789 Total REO (3) 1,936 2,316 19,735 20,417 19,339 ------- ------- ------- ------- ------- Total non-performing assets $29,310 $24,597 $42,308 $58,641 $42,741 ======= ======= ======= ======= ======= Total non-performing assets as a percent of total assets .93% .64% .92% 1.15% .75% ======= ======= ======= ======= =======
- ----------------------------- (1) Performing in accordance with restructured terms. (2) The Association recognized interest income on non-accrual loans of approximately $206,000 in 1997. Had these loans performed according to their original contract terms, the Association would have recognized interest income of approximately $750,000 in 1997. In addition to the non-accrual loans reflected in the above table, at September 30, 1997, the Association had $6.5 million of loans which were less than 90 days or more delinquent but which it had classified as substandard for one or more reasons. If these loans were deemed non-performing, the Association's ratio of total non-performing assets as a percent of total assets would have been .86% at September 30, 1997. For discussion of the Company's policy for placing loans on nonaccrual status, see Note A to the Consolidated Financial Statements included in Item 14 hereof. (3) Total REO includes real estate held for sale acquired in settlement of loans or acquired from purchased institutions in settlement of loans. See Note I to the Consolidated Financial Statements included in Item 14 hereof. 14 14 The following table analyzes the Company's allowance for loan losses for the years indicated.
September 30, ------------------------------------------------------- 1993 1994 1995 1996 1997 ------- ------- ------- ------- ------- (Dollars in Thousands) Beginning Balance $16,896 $14,674 $11,720 $11,651 $15,182 Charge-offs: Real estate: Permanent 43 8 450 146 131 Construction 1,071 977 164 179 592 Land 29 184 163 90 413 Income property 6,860 2,604 6,536 405 4,796 Other 3 4 17 -- -- ------- ------- ------- ------- ------- 8,006 3,777 7,330 820 5,932 ------- ------- ------- ------- ------- Recoveries: Real estate: Permanent 47 127 10 10 14 Construction 168 50 50 -- 8 Land 356 26 21 -- -- Income property 269 219 654 513 3,340 Other 134 -- -- -- -- ------- ------- ------- ------- ------- 974 422 735 523 3,362 ------- ------- ------- ------- ------- Net Charge-offs 7,032 3,355 6,595 297 2,570 Acquisitions 2,079 -- 281 -- 11,198 Provisions for loan losses 2,731 401 6,245 3,828 813 ------- ------- ------- ------- ------- Ending balance $14,674 $11,720 $11,651 $15,182 $24,623 ======= ======= ======= ======= ======= Ratio of net charge-offs to average loans outstanding .35% .15% .25% .01% .06% ======= ======= ======= ======= =======
- --------------------------- The following table sets forth the allocation of the Company's allowance for loan losses at the dates indicated.
September 30, --------------------------------------------------- 1993 1994 1995 1996 1997 ------- ------- ------- ------- ------- (In Thousands) Real estate: Permanent single-family $ 1,323 $ 1,537 $ 3,031 $ 5,239 $ 5,755 Construction 230 120 5 2,945 3,053 Land 30 255 405 2,525 1,763 Income Property 4,575 2,750 950 1,843 7,081 Other 71 2 -- -- -- Unallocated 8,445 7,056 7,260 2,630 6,971 ------- ------- ------- ------- ------- $14,674 $11,720 $11,651 $15,182 $24,623 ======= ======= ======= ======= =======
As part of the process of determining the adequacy of the allowance for loan losses, management reviews the loan portfolio for specific weaknesses. A portion of the allowance is then allocated to reflect the loss exposure. Residential real estate loans are not individually analyzed for impairment and loss exposure because of the significant number of loans, their relatively small balances and historically low level of losses. Residential construction, commercial real estate and commercial business loans were evaluated individually for impairment, which resulted in an allocation of $11.9 million of the allowance for loan loss at year-end 1997, compared with an allocation of $7.3 million a year earlier. 15 15 Unallocated reserves are established for loss exposure that may exist in the remainder of the loan portfolio but has yet to be identified. In determining the adequacy of unallocated reserves, management considers changes in the size and composition of the loan portfolio, actual historical loan loss experience, and current and anticipated economic conditions. REAL ESTATE HELD FOR SALE. As one of the Association's activities, a subsidiary is engaged in the development and sale of real estate. Also, REO which was acquired in the acquisitions of insolvent associations has been recorded as real estate held for sale. The business of real estate development involves substantial risks, and the results of such activities depend upon a number of factors, including seasonality, the type, location and size of each project, the stage of project development, general economic conditions and the level of mortgage interest rates. Consequently, there may be substantial inter-period variations in the operating results of the Association's real estate development activities. Moreover, because investing in real estate and real estate development activities are not permissible activities for national banks, the amount of the investment in, and loans to, any subsidiary engaged in such activities is deductible from a savings association's regulatory capital. See "Regulation - The Association--Regulatory Capital Requirements." INVESTMENT ACTIVITIES As a federally-chartered savings institution, Washington Federal is required to maintain certain liquidity ratios and does so by investing in securities that qualify as liquid assets under federal regulations. These include, among other things, certain certificates of deposit, bankers' acceptances, loans to financial institutions whose deposits are federally-insured, federal funds and United States Government and agency obligations. The following table sets forth the composition of the Company's investment portfolio on the dates indicated.
September 30, --------------------------------------------------------------------- 1995 1996 1997 --------------------- --------------------- --------------------- Amortized Fair Amortized Fair Amortized Fair Cost Value Cost Value Cost Value --------- -------- --------- -------- --------- -------- (In Thousands) U.S. Government and agency obligations $204,528 $211,816 $270,915 $275,538 $258,279 $266,279 State and political subdivisions 44,845 46,197 23,468 24,967 23,471 25,403 -------- -------- -------- -------- -------- -------- $249,373 $258,013 $294,383 $300,505 $281,750 $291,682 ======== ======== ======== ======== ======== ========
- ----------------------------- 16 16 The investment portfolio at September 30, 1997 categorized by maturity is as follows:
Amortized Weighted Cost Average Yield ---------- ------------- (Dollars in Thousands) Due in less than one year $ 93,911 7.48% Due after one year through five years 149,554 6.81 Due after five years through ten years 15,187 6.98 Due after ten years 23,098 7.93 --------- $ 281,750 =========
SOURCES OF FUNDS GENERAL. Savings deposits are an important source of the Association's funds for use in lending and for other general business purposes. In addition to savings deposits, Washington Federal derives funds from loan repayments, advances from the FHLB and other borrowings and, to a lesser extent, from loan sales. Loan repayments are a relatively stable source of funds while savings inflows and outflows are significantly influenced by general interest rates and money market conditions. Borrowings may be used on a short-term basis to compensate for reductions in normal sources of funds such as savings inflows at less than projected levels. They may also be used on a longer-term basis to support expanded activities. SAVINGS. In recent years, the Association has chosen to rely on term certificate accounts and other deposit alternatives which have no fixed term and pay interest rates that are more responsive to market interest rates than passbook accounts. This greater variety of deposits has allowed the Association to be more competitive in obtaining funds to more effectively manage its liabilities. Certificates with a maturity of one year or less have penalties for premature withdrawal equal to 90 days of interest. When the maturity is greater than one year, the penalty is 180 days of interest. For jumbo certificates the penalty depends on the original term. If the original term is 90 days or less the penalty is the greater of 30 days interest or all interest earned. If the original term is 90 days or more the penalty is the greater of 90 days interest or all interest earned. Early withdrawal penalties during fiscal 1995, 1996 and 1997 amounted to approximately $438,000, $349,000 and $375,000, respectively. The Association offers a single "performance" checking account. This account pays interest on balances over $1,000 and is charged a service fee if balances drop below $1,000. The Association's deposits are obtained primarily from residents of Washington, Oregon, Idaho, Arizona and Utah and the Association does not advertise for deposits outside of these states. At September 30, 1997, management believed that less than 3% of the Association's deposits were held by nonresidents of Washington, Oregon, Idaho, Arizona and Utah. 17 17 The following table sets forth certain information relating to the Association's savings deposits at the dates indicated.
September 30, --------------------------------------------------------------- 1995 1996 1997 ------------------- -------------------- ------------------ Amount Rate Amount Rate Amount Rate ----------- ---- ---------- ---- --------- ---- (Dollars in Thousands) Balance by interest rate: Checking accounts $ 70,011 3.00 $ 75,781 3.0% $ 88,811 3.00% Regular savings (passbook) accounts 187,812 3.50 175,307 3.50 177,843 3.50 Money market deposit accounts 271,582 4.91 342,013 4.04 399,056 4.04 ---------- ---------- ---------- 529,405 593,101 665,710 ---------- ---------- ---------- Fixed-rate certificates: 3.00% - 4.99% 150,754 137,463 13,946 5.00% - 6.99% 1,599,413 1,642,332 2,063,144 7.00% - 8.99% 14,322 1,075 1,544 9.00% and above 1,611 49 7 Jumbo certificates ($100,000 or more): 3.00% - 4.99% 5,091 4,169 3,293 5.00% - 6.99% 70,027 45,696 150,958 7.00% - 8.99% 476 -- 6,769 ---------- ---------- ---------- 1,841,694 1,830,784 2,239,661 ---------- ---------- ---------- $2,371,099 $2,423,885 $2,905,371 ========== ========== ==========
The following table sets forth by various interest rate categories the amounts of certificates of deposit of the Association at September 30, 1997 which mature during the periods indicated.
Amounts at September 30, 1997 Maturing in ------------------------------------------------------------------------------------ 1 to 3 4 to 6 7 to 12 13 to 24 25 to 36 37 to 60 After Months Months Months Months Months Months 60 Months -------- ---------- -------- -------- -------- -------- ---------- (Dollars in Thousands) 3.00 to 3.99% $ -- $ -- $ -- $ 54 $ 66 $ 110 $ -- 4.00 to 4.99% 15,451 912 177 465 4 -- -- 5.00 to 5.99% 452,360 621,800 641,106 202,829 10,828 45,714 90 6.00 to 6.99% 17,394 11,776 13,439 189,657 6,650 459 -- 7.00 to 7.99% 3,308 304 880 2,579 1,107 73 4 8.00 to 8.99% 36 -- -- 17 6 -- -- 9.00% and above -- -- -- 6 -- -- -- -------- ---------- -------- -------- -------- ------- ----- Total $488,549 $634,792 $655,602 $395,607 $18,661 $46,356 $ 94 ======= ======= ======= ======= ====== ====== =====
Historically, the majority of certificate holders roll over their balances into new certificates of the same term at the Association's then current rate. To ensure a continuity of this trend, the Association expects to continue to offer market rates of interest. The Association's ability to retain deposits maturing in negotiated-rate certificate accounts is more difficult to project. The Association is confident, however, that by competitively pricing these certificates, balance levels deemed appropriate by management can be achieved on a continuing basis. At September 30, 1997, the Association had $161.0 million of certificates of deposit in amounts of $100,000 or more outstanding, maturing as follows: $95.0 million within 3 months; $31.6 million over 3 months through 6 months; $25.2 million over 6 months through 12 months; and $9.2 million thereafter. 18 18 The following table sets forth the customer account activities of the Association for the periods indicated.
Year Ended September 30, ----------------------------------------------- 1995 1996 1997 ----------- ----------- ----------- (In Thousands) Assumed from acquisitions $ 27,374 $ -- $ 379,975 Branch sale (4,743) -- -- Deposits 2,590,714 2,363,515 3,045,581 Withdrawals 2,565,109 2,458,534 3,070,429 ----------- ----------- ----------- Net increase (decrease) in deposits before interest credited 48,236 (95,019) 355,127 Interest credited 115,348 129,904 142,684 ----------- ----------- ----------- Net increase in customer accounts $ 163,584 $ 34,885 $ 497,811 =========== =========== ===========
- ----------------------------- BORROWINGS. The Association obtains advances from the FHLB upon the security of the capital stock of the FHLB it owns and certain of its home mortgages, provided certain standards related to credit worthiness have been met. See "Regulation - Federal Home Loan Bank System." Such advances are made pursuant to several different credit programs. Each credit program has its own interest rate and range of maturities, and the FHLB prescribes acceptable uses to which the advances pursuant to each program may be put as well as limitations on the size of such advances. Depending on the program, such limitations are based either on a fixed percentage of assets or the Association's credit worthiness. The FHLB is required to review its credit limitations and standards at least annually. FHLB advances have from time to time been available to meet seasonal and other withdrawals of savings accounts and to expand lending. The Association also uses reverse repurchase agreements as a form of borrowing. Under reverse repurchase agreements, the Association sells an investment security to a dealer for a period of time and agrees to buy back that security at the end of the period and pay the dealer a stated interest rate for the use of the dealer's funds. The amount of securities sold under such agreements depends on many factors, including the terms available for such transactions, the perceived ability to apply the proceeds to investments yielding a higher return, the demand for the securities and management's perception of trends in interest rates. The Association had $287.5 million of securities sold under such agreements at September 30, 1997. The Association also offers two forms of repurchase agreements to its customers. One form has an interest rate that floats like a money market deposit account and is offered at a $1,000 minimum for an 84-day term. The other form has a fixed rate and is offered in a minimum denomination of $100,000. Both are fully collateralized by securities. These obligations are not insured by SAIF and are classified as borrowings for regulatory purposes. The Association had $72.7 million of such agreements outstanding at September 30, 1997. 19 19 The following table presents certain information regarding borrowings of Washington Federal at the dates and for the periods indicated.
At or for the Year Ended September 30, -------------------------------------------- 1995 1996 1997 ---------- ---------- ---------- (Dollars in Thousands) Federal funds and securities sold to dealers under agreements to repurchase: Average balance outstanding $ 909,539 $ 867,667 $ 756,290 Maximum amount outstanding at any month-end during the period $1,094,334 $ 936,224 $1,088,904 Weighted average interest rate during the period(1) 5.96% 5.84% 5.47% FHLB advances: Average balance outstanding $ 317,590 $ 862,966 $1,315,353 Maximum amount outstanding at any month-end during the period $ 527,000 $1,162,000 $1,703,000 Weighted average interest rate during the period(1) 5.89% 5.58% 5.58% Securities sold to customers under agreements to repurchase: Average balance outstanding $ 54,617 $ 66,048 $ 60,671 Maximum amount outstanding at any month-end during the period $ 74,236 $ 79,406 $ 72,660 Weighted average interest rate during the period(1) 5.35% 5.27% 5.04% Total average borrowings $1,281,746 $1,796,681 $2,132,314 Weighted-average interest rate on total average borrowings(1) 5.92% 5.70% 5.53%
- ----------------------- (1) Month-end balances times month-end average rates divided by the sum of the month-end balances. 20 20 OTHER RATIOS The following table sets forth certain ratios relating to the Company for the periods indicated.
Year Ended September 30, -------------------------------- 1995 1996 1997 ----- ----- ----- Return on assets(1)(4) 1.87% 1.82% 1.86% Return on equity(2)(4) 13.99 15.37 16.50 Average equity to average assets 13.41 11.78 11.47 Dividend payout ratio(3) 45.69 42.65 40.72
- --------------------------- (1) Net income divided by average total assets. (2) Net income divided by average equity. (3) Dividends declared per share divided by net income per share. (4) Amounts exclude the effects of a one-time assessment of institutions with SAIF-insured deposits to recapitalize the SAIF. 21 21 RATE/VOLUME ANALYSIS The table below sets forth certain information regarding changes in interest income and interest expense of the Association for the periods indicated. For each category of interest-earning asset and interest-bearing liability, information is provided on changes attributable to (1) changes in volume (changes in volume multiplied by old rate), (2) changes in rate (changes in rate multiplied by average volume), and (3) changes in rate-volume (change in rate multiplied by change in average volume). The change in interest income and interest expense attributable to change in both volume and rate has been allocated proportionately to the change due to volume and the change due to rate.
Year Ended September 30, ------------------------------------------------------------------------------------------- 1995 vs. 1994 1996 vs. 1995 Increase (Decrease) Due to Increase (Decrease) Due to ------------------------------------------- -------------------------------------------- Volume Rate Rate/Vol Total Volume Rate Rate/Vol Total -------- -------- -------- -------- -------- -------- -------- -------- (In Thousands) Interest income: Loan portfolio $ 30,891 $ (6,696) $ 5,861 $ 30,056 $ 72,833 $ (4,217) $ (1,330) $ 67,286 Mortgaged-backed securities 27,470 753 (4,839) 23,384 (10,842) 999 (156) (9,999) Investments(1) 4,787 (2,086) 48 2,749 6,242 (2,374) (710) 3,158 -------- -------- -------- -------- -------- -------- -------- -------- All interest-earning assets 63,148 (8,029) 1,070 56,189 68,233 (5,592) (2,196) 60,445 -------- -------- -------- -------- -------- -------- -------- -------- Interest expense: Customer accounts 2,703 22,123 764 25,590 8,855 5,294 407 14,556 FHLB advances and other 33,598 4,181 3,770 41,549 29,908 (2,822) (1,150) 25,936 borrowings -------- -------- -------- -------- -------- -------- -------- -------- All interest-bearing liabilities 36,301 26,304 4,534 67,139 38,763 2,472 (743) 40,492 -------- -------- -------- -------- -------- -------- -------- -------- Change in net interest income $ 26,847 $(34,333) $ (3,464) $(10,950) $ 29,470 $ (8,064) $ (1,453) $ 19,953 ======== ======== ======== ======== ======== ======== ======== ========
Year Ended September 30, -------------------------------------------- 1997 vs. 1996 Increase (Decrease) Due to -------------------------------------------- Volume Rate Rate/Vol Total -------- -------- -------- -------- Interest income: Loan portfolio $ 57,591 $ (445) $ (5,022) $ 52,124 Mortgaged-backed securities 2,793 (2,223) (29) 541 Investments(1) 163 1,937 31 2,131 -------- -------- -------- -------- All interest-earning assets 60,547 (731) (5,020) 54,796 -------- -------- -------- -------- Interest expense: Customer accounts 17,907 (4,461) (666) 12,780 FHLB advances and other 19,471 (2,942) (607) 15,922 borrowings -------- -------- -------- -------- All interest-bearing liabilities 37,378 (7,403) (1,273) 28,702 -------- -------- -------- -------- Change in net interest income $ 23,169 6,672 $ (3,747) $ 26,094 ======== ======== ======== ========
- -------------------- (1) Includes interest on overnight investments and dividends on stock of the FHLB of Seattle. 22 22 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 in nature than the short-term characteristics of its liabilities of customer accounts and borrowed money. The strong capital position and low operating costs have allowed the Company to manage interest rate risk, within guidelines established by the Board of Directors of the Company, through all interest rate cycles. A significant increase in market interest rate could adversely affect net interest income of the Company. The Company's interest rate risk approach has never resulted in the recording of a monthly operating loss. One approach used to quantify interest rate risk is the net portfolio value ("NPV") analysis. This analysis calculates the difference between the present value of interest-bearing liabilities and the present value of expected cash flows from interest-earning assets and off-balance sheet contracts. The following table sets forth, at September 30, 1997, an analysis of the Company's interest rate risk as measured by the estimated changes in NPV resulting from instantaneous and sustained parallel shifts in the yield curve (+ or - 400 basis points, measured in 100 basis point increments.)
Change in Estimated Estimated increase interest rates NPV Amount (Decrease) in NPV Amount Percent - --------------------------------------------------------------------------------- (Basis Points) (Dollars in Thousands) +400 $ 9,374 $(876,382) -99% +300 229,093 (656,663) -74% +200 452,377 (433,379) -49% +100 682,700 (203,056) -23% 0 885,756 -- 0% -100 993,439 107,683 12% -200 1,034,439 148,683 17% -300 1,101,582 215,826 24% -400 1,176,460 290,704 33%
Certain assumptions were used in preparing the above table. These assumptions relate to interest rates, loan prepayment rates, deposit decay rates and the market values of certain assets under the various interest rate scenarios. Even if interest rates change in the designated amounts, there can be no assurance that the Company's assets and liabilities would perform as set forth above. 23 23 SUBSIDIARIES The Company is a non-diversified unitary savings and loan holding company who conducts its primary business through its only subsidiary, the Association. The Association has several wholly-owned subsidiaries which are discussed further below. Washington Federal is permitted by current federal regulations to invest an amount up to 2% of its assets in stock, paid-in surplus and unsecured loans in service corporations. The Association may invest an additional 1% of its assets when the additional funds are utilized for inner-city or community development purposes. In addition, federally-chartered savings institutions which are in compliance with regulatory capital requirements and other conditions also may make loans to service corporations in an aggregate amount of up to 50% of the institution's capital as defined in federal regulations. At September 30, 1997, the Association was authorized under the current regulations to have a maximum investment of $113.5 million in its service corporations, exclusive of the additional 1% of assets investments permitted for inner-city or community development purposes but inclusive of the ability to make loans to its subsidiaries. On that date, the Association's investment in and unsecured loans to its five wholly-owned service corporations amounted to $21.8 million and the Association had $5.4 million in conforming loans outstanding to its subsidiaries. At September 30, 1997, Washington Services, Inc. ("WSI"), a wholly-owned subsidiary of the Association, was developing a 301-acre light industrial center in the technology corridor of South Snohomish County, Washington, of which 114 buildable acres, with an investment of $11.0 million, remained unsold as of September 30, 1997. Based upon the sales history of this development, the Association believes the net realizable value from the sale of the remaining properties exceeds the subsidiary's basis in these properties. First Insurance Agency, Inc., a wholly-owned subsidiary of the Association, is an insurance brokerage company which offers a full line of individual and business insurance products to customers of the Association. First Federal Financial Services, Inc., a wholly-owned subsidiary of the Association, is incorporated under the laws of Idaho. The subsidiary is engaged in real estate development activities. Freedom Vineyards, Inc., a wholly-owned subsidiary of WSI, is incorporated under the laws of California for the purpose of operating an agricultural property located in that state. The Association intends to sell this property, which is classified as real estate held for sale. Statewide Mortgage Services, Inc. a wholly-owned subsidiary of the Association, is incorporated under the laws of Washington for the purpose of operating a commercial office building located in that state. 24 24 As a result of the acquisition of Metropolitan Bancorp the Company acquired a 19% interest in the outstanding common stock of Phoenix Mortgage & Investment, Inc., a mortgage- banking company headquartered in Lynnwood, Washington which emphasizes the origination of single-family residential loans through seven loan origination offices located in northwest Washington. In February 1997, the Company sold its 19% interest in Phoenix Mortgage & Investment, Inc. to Phoenix's majority stockholders for $585,000. The sale exceeded the Company's basis in the investment of $354,000 by $231,000, which was recorded as an adjustment to goodwill. A savings association is required to deduct the amount of the investment in, and extensions of credit to, a subsidiary engaged in any activities not permissible for national banks. Because the acquisition and development of real estate is not a permissible activity for national banks, the investments in and loans to the subsidiary of the Association which is engaged in such activities are subject to exclusion from the capital calculation. See "Regulation - Association--Regulatory Capital Requirements." 25 25 EMPLOYEES As of September 30, 1997, the Company had approximately 656 employees, including the full-time equivalent of 51 part-time employees and its service corporation employees. None of these employees are represented by a collective bargaining agent, and the Company has enjoyed harmonious relations with its personnel. EXECUTIVE OFFICERS The following table sets forth certain information concerning individuals who are deemed to be executive officers of Washington Federal as of November 30, 1997.
Names and Positions or Offices Age Business Experience during the last five years - --------------------------------- ------ ------------------------------------------------- Guy C. Pinkerton 63 Chairman since November 1994; Chief Director, President and Chief Executive Officer since October 1992; Director Executive Officer since October 1991; President since July 1988 Charles R. Richmond 58 Executive Vice President and Secretary; Director, Executive Vice Director since February 1995 President and Secretary Ronald L. Saper 47 Executive Vice President and Chief Financial Executive Vice President and Officer Chief Financial Officer William A. Cassels 56 Executive Vice President Executive Vice President Lawrence D. Cierpiszewski 54 Executive Vice President since October 1996; Executive Vice President previously served as Senior Vice President Patrick F. Patrick 55 Executive Vice President with completion of Executive Vice President merger with Metropolitan Bancorp.; previously served as President, Chief Executive Officer and Director of Metropolitan Bancorp. Keith D. Taylor 41 Senior Vice President and Treasurer Senior Vice President and Treasurer
26 26 REGULATION Set forth below is a brief description of certain laws and regulations which relate to the regulation of the Company and the Association. The description of these laws and regulations, as well as descriptions of laws and regulations contained elsewhere herein, does not purport to be complete and is qualified in its entirety by reference to applicable laws and regulations. THE COMPANY GENERAL. The Company is registered as a savings and loan holding company under the HOLA and is subject to OTS regulation, examination, supervision and reporting requirements. ACTIVITIES RESTRICTIONS. There are generally no restrictions on the activities of a savings and loan holding company which holds only one subsidiary savings institution. However, if the savings institution subsidiary of such a holding company fails to meet a qualified thrift lender ("QTL") test, then such unitary holding company also shall become subject to the activities restrictions applicable to multiple savings and loan holding companies and, unless the savings institution requalifies as a QTL within one year thereafter, shall register as, and become subject to the restrictions applicable to, a bank holding company. See "- The Association--Qualified Thrift Lender Test." If the Company were to acquire control of another savings institution, other than through merger or other business combination with the Association, the Company would thereupon become a multiple savings and loan holding company. Except where such acquisition is pursuant to the authority to approve emergency thrift acquisitions and where each subsidiary savings institution meets the QTL test, the activities of the Company and any of its subsidiaries (other than the Association or other subsidiary savings institutions) would thereafter be subject to further restrictions. Among other things, no multiple savings and loan holding company or subsidiary thereof which is not a savings institution shall commence or continue for a limited period of time after becoming a multiple savings and loan holding company or subsidiary thereof any business activity, upon prior notice to, and no objection by the OTS, other than: (i) furnishing or performing management services for a subsidiary savings institution; (ii) conducting an insurance agency or escrow business; (iii) holding, managing, or liquidating assets owned by or acquired from a subsidiary savings institution; (iv) holding or managing properties used or occupied by a subsidiary savings institution; (v) acting as trustee under deeds of trust; (vi) those activities authorized by regulation as of March 5, 1987 to be engaged in by multiple savings and loan holding companies; or (vii) unless the Director of the OTS by regulation prohibits or limits such activities for savings and loan holding companies, those activities authorized by the Federal Reserve Board as permissible for bank holding companies. Those activities described in (vii) above also must be approved by the Director of the OTS prior to being engaged in by a multiple savings and loan holding company. RESTRICTIONS ON ACQUISITIONS. Except under limited circumstances, savings and loan holding companies are prohibited from acquiring, without prior approval of the Director of the OTS, (i) control of any other savings institution or savings and loan holding company or substantially all the assets thereof or (ii) more than 5% of the voting shares of a savings institution or holding company thereof which is not a subsidiary. Except with the prior approval of the 27 27 Director of the OTS, no director or officer of a savings and loan holding company or person owning or controlling by proxy or otherwise more than 25% of such company's stock, may acquire control of any savings institution, other than a subsidiary savings institution, or of any other savings and loan holding company. The Director of the OTS may only approve acquisitions resulting in the formation of a multiple savings and loan holding company which controls savings institutions in more than one state if (i) the multiple savings and loan holding company involved controls a savings institution which operated a home or branch office located in the state of the institution to be acquired as of March 5, 1987; (ii) the acquiror is authorized to acquire control of the savings institution pursuant to the emergency acquisition provisions of the Federal Deposit Insurance Act ("FDIA"); or (iii) the statutes of the state in which the institution to be acquired is located specifically permit institutions to be acquired by the state-chartered institutions or savings and loan holding companies located in the state where the acquiring entity is located (or by a holding company that controls such state-chartered savings institutions). FEDERAL SECURITIES LAWS. The Company's Common Stock is registered with the Securities and Exchange Commission under Section 12(g) of the Securities Exchange Act of 1934 ("Exchange Act"). The Company is subject to the information, proxy solicitation, insider trading restrictions and other requirements of the Exchange Act. THE ASSOCIATION GENERAL. The Association is a federally-chartered savings association, the deposits of which are federally insured and backed by the full faith and credit of the United States Government. Accordingly, the Association is subject to broad federal regulation and oversight by the OTS and the FDIC extending to all aspects of its operations. The Association is a member of the FHLB of Seattle and is subject to certain limited regulation by the Federal Reserve Board. The Association is a member of the SAIF and its deposits are insured by the SAIF fund administered by the FDIC. As a result, the FDIC has certain regulatory and examination authority over the Association. FEDERAL SAVINGS ASSOCIATION REGULATION. The OTS has extensive authority over the operations of savings associations. As part of this authority, savings associations are required to file periodic reports with the OTS and are subject to periodic examinations by the OTS and the FDIC. Such regulation and supervision is primarily intended for the protection of depositors. The investment and lending authority of the Association is prescribed by federal laws and regulations, and it is prohibited from engaging in any activities not permitted by such laws and regulations. These laws and regulations generally are applicable to all federally-chartered savings associations and many also apply to state-chartered savings associations. INSURANCE OF ACCOUNTS. The deposits of the Association are insured up to $100,000 per insured member (as defined by law and regulation) by the SAIF and are backed by the full faith 28 28 and credit of the United States Government. As insurer, the FDIC is authorized to conduct examinations of, and to require reporting by, FDIC-insured institutions. It also may prohibit any FDIC-insured institution from engaging in any activity the FDIC determines by regulation or order to pose a serious threat to the FDIC. The FDIC also has the authority to initiate enforcement actions against savings associations, after giving the OTS an opportunity to take such action. Effective October 1, 1996 assessment rates for SAIF-insured institutions range from 0% of insured deposits for "well-capitalized" institutions with minor supervisory concerns to .27% of insured deposits for "undercapitalized" institutions with substantial supervisory concerns. See "Prompt Corrective Action" below. In addition, an additional assessment of 6.4 basis points is added to the regular SAIF-assessment until December 31, 1999 in order to cover Financing Corporation debt service payments. Both the SAIF and the Bank Insurance Fund ("BIF"), the federal deposit insurance fund that covers the deposits of state and national banks and certain state savings banks, are required by law to attain and thereafter maintain a reserve ratio of 1.25% of insured deposits. The BIF has achieved the required reserve ratio, and as a result, the FDIC reduced the average deposit insurance premium paid by BIF-insured banks to a level substantially below the average premium paid by savings institutions. Banking legislation was enacted September 30, 1996 to eliminate the premium differential between SAIF-insured institutions and BIF-insured institutions. The legislation provided that all insured depository institutions with SAIF-assessable deposits as of March 31, 1995 pay a special one-time assessment to recapitalize the SAIF. Pursuant to this legislation, the FDIC promulgated a rule that established the special assessment necessary to recapitalize the SAIF at 65.7 basis points of SAIF-assessable deposits held by affected institutions as of March 31, 1995. Based upon its level of SAIF deposits as of March 31, 1995, the Association paid a special assessment of $15.0 million. The assessment was accrued in the quarter ended September 30, 1996. Another component of the SAIF recapitalization plan provides for the merger to the SAIF and the BIF on January 1, 1999, if no insured depository institution is a savings association on that date. See "Thrift Charter" below. If legislation is enacted which requires the Association to convert to a bank charter, the Company would become a bank holding company subject to the more restrictive activity limits imposed on bank holding companies unless special grandfather provisions are included in such legislation. The Company does not believe that its activities would be materially affected in the event that it was required to become a bank holding company. REGULATORY CAPITAL REQUIREMENTS. Federally insured savings associations are required to maintain minimum levels of regulatory capital. Pursuant to federal law, the OTS has established capital standards applicable to all savings associations. These standards generally must be as stringent as the comparable capital requirements imposed on national banks. The OTS also is authorized to impose capital requirements in excess of these standards on individual associations on a case-by-case basis. 29 29 The capital regulations create three capital requirements: a tangible capital requirement, a leverage or core capital requirement and a risk-based capital requirement. All savings associations must have tangible capital of at least 1.5% of adjusted total assets (as defined in the regulations). For purposes of this requirement, tangible capital is core capital less all intangibles other than certain purchased mortgage servicing rights (of which the Association has none). Core capital includes common stockholders' equity, non-cumulative perpetual preferred stock and related surplus and minority interests in consolidated subsidiaries, less intangibles (unless included under certain limited conditions, but in no event exceeding 25% of core capital), plus purchased mortgage servicing rights in an amount not to exceed 50% of core capital. The current leverage or core capital requirement is core capital, as defined above, of at least 3% of adjusted total assets. The risk-based capital standard requires savings associations to maintain a minimum ratio of total capital to risk-weighted assets of 8%. Total capital consists of core capital, defined above, and supplementary capital. Supplementary capital consists of certain capital instruments that do not qualify as core capital, and general valuation loan and lease loss allowances up to a maximum of 1.25% of risk-weighted assets. Supplementary capital may be used to satisfy the risk-based requirement only in an amount equal to the amount of core capital. In determining the required amount of risk-based capital, total assets, including certain off-balance sheet items, are multiplied by a risk weight based on the risks inherent in the type of assets. The risk-weighing categories range from 0% for low-risk assets such as U.S. Treasury securities and GNMA securities to 100% for various types of loans and other assets deemed to be of higher risk. Single family mortgage loans having loan-to-value ratios not exceeding 80% and meeting certain additional criteria, as well as certain multi-family residential property loans, qualify for a 50% risk-weight treatment. The book value of each asset is multiplied by the risk-weighting applicable to the asset category, and the sum of the products of this calculation equals total risk-weighted assets. OTS regulations impose special capitalization standards for savings associations that own service corporations and other subsidiaries. In addition, certain exclusions from capital and assets are required when calculating total capital in addition to the adjustments for calculating core capital. These adjustments do not materially affect the regulatory capital of the Association. For information regarding the Association's compliance with each of its three capital requirements at September 30, 1997, see Note P to the Consolidated Financial Statements. In August 1993, the OTS adopted a final rule incorporating an interest-rate risk component into the risk-based capital regulation. Under the rule, an institution with a greater than "normal" level of interest rate risk is subject to a deduction of its interest rate risk component from total capital for purposes of calculating its risk-based capital. As a result, such an institution is required to maintain additional capital in order to comply with the risk-based capital requirement. The final rule was originally to be effective as of January 1, 1994; however, its effectiveness has been delayed several times. In August 1995, the OTS issued Thrift Bulletin No. 67, which allows eligible institutions to request adjustment to their interest rate risk component as calculated by the 30 30 OTS, or to request to use their own models to calculate their interest rate component. The OTS also indicated that it will continue to delay the effectiveness of its interest rate risk rule requiring institutions with above normal interest rate risk exposure to adjust their regulatory capital requirement until new procedures are implemented and evaluated. Any savings association that fails any of the capital requirements is subject to possible enforcement actions by the OTS or the FDIC. Such actions could include a capital directive, a cease and desist order, civil money penalties, the establishment of restrictions on an association's operations and the appointment of a conservator or receiver. The OTS' capital regulation provides that such actions, through enforcement proceedings or otherwise, could require one or more of a variety of corrective actions. PROMPT CORRECTIVE ACTION. Under federal law, each federal banking agency has implemented a system of prompt corrective action for institutions which it regulates. Under OTS regulations, an institution shall be deemed to be (i) "well capitalized" if it has total risk-based capital of 10.0% or more, has a Tier I risk-based capital ratio of 6.0% or more, has a Tier I leverage capital ratio of 5.0% or more and is not subject to any order or final capital directive to meet and maintain a specific capital level for any capital measure; (ii) "adequately capitalized" if it has a total risk-based capital ratio of 8.0% or more, a Tier I risk-based capital ratio of 4.0% or more and a Tier I leverage capital ratio of 4.0% or more (3.0% under certain circumstances) and does not meet the definition of "well capitalized," (iii) "undercapitalized" if it has a total risk- based capital ratio that is less than 8.0%, a Tier I risk-based capital ratio that is less than 4.0% or a Tier I leverage capital ratio that is less than 4.0% (3.0% under certain circumstances), (iv) "significantly undercapitalized" if it has a total risk-based capital ratio that is less than 6.0%, a Tier I risk-based capital ratio that is less than 3.0% or a Tier I leverage capital ratio that is less than 3.0%, and (v) "critically undercapitalized" if it has a ratio of tangible equity to total assets that is equal to or less than 2.0%. Federal law authorizes the OTS to reclassify a well capitalized institution as adequately capitalized and may require an adequately capitalized institution or an undercapitalized institution to comply with supervisory actions as if it were in the next lower category (except that the FDIC may not reclassify a significantly undercapitalized institution as critically undercapitalized). As of September 30, 1997, the Association exceeded the requirements of a well capitalized institution. LIQUIDITY REQUIREMENTS. All savings associations are required, for each calendar month, to maintain an average daily balance of liquid assets (including cash, certain time deposits and savings accounts, bankers' acceptances, certain government obligations and certain other investments) which is not less than a certain percentage of the sum of its average daily balance of net withdrawable deposit accounts and borrowings payable in one year or less during the preceding calendar month. The liquidity requirement may be changed by the OTS to any amount between 4% and 10% depending upon economic conditions and savings flows of all savings associations and is currently 5%. OTS regulations also require that short-term liquid assets constitute at least 1% of an association's average daily balance of net withdrawable deposit accounts and short term borrowings during the 31 31 preceding calendar month. Monetary penalties may be imposed upon associations for violations of liquidity requirements. QUALIFIED THRIFT LENDER TEST. A savings association that does not meet a QTL test set forth in the HOLA and implementing regulations must either convert to a bank charter or comply with the following restrictions on its operations: (i) the association may not engage in any new activity or make any new investment, directly or indirectly, unless such activity or investment is permissible for a national bank; (ii) the branching powers of the association shall be restricted to those of a national bank; (iii) the association shall not be eligible to obtain any advances from its FHLB; and (iv) payment of dividends by the association shall be subject to the rules regarding payment of dividends by a national bank. Upon the expiration of three years from the date the association ceases to be a QTL, it must cease any activity and not retain any investment not permissible for a national bank and immediately repay any outstanding FHLB advances (subject to safety and soundness considerations). Under recent legislation and applicable regulations, any savings institution is a QTL if (i) it qualifies as a domestic building and loan association under Section 7701(a)(19) of the Internal Revenue Code (which generally requires that at least 60% of the institution's assets constitute housing-related and other qualifying assets) or (ii) at least 65% of the institution's "portfolio assets" (as defined) consist of certain housing and consumer-related assets on a monthly average basis in at least nine out of every 12 months. At September 30, 1997, the Association was in compliance with the QTL test of a domestic building and loan association as defined in the Code. TRANSACTIONS WITH AFFILIATES. Under federal law, all transactions between and among a savings association and its affiliates, which include holding companies, are subject to Sections 23A and 23B of the Federal Reserve Act. Generally, these requirements limit these transactions to a percentage of the association's capital and require all of them to be on terms at least as favorable to the association as transactions with non-affiliates. In addition, a savings association may not lend to any affiliate engaged in non-banking activities not permissible for a bank holding company or acquire shares of any affiliate not a subsidiary. The OTS is authorized to impose additional restrictions on transactions with affiliates if necessary to protect the safety and soundness of a savings association. The OTS regulations also set forth various reporting requirements relating to transactions with affiliates. Extensions of credit by a savings association to executive officers, directors and principal shareholders are subject to Section 22(h) of the Federal Reserve Act, which, among other things, generally prohibits loans to any such individual where the aggregate amount exceeds an amount equal to 15% of an institution's unimpaired capital and surplus, plus an additional 10% of unimpaired capital and surplus in the case of loans that are fully secured by readily marketable collateral. Section 22(h) permits loans to directors, executive officers and principal stockholders made pursuant to a benefit or compensation program that is widely available to employees of a subject savings association provided that no preference is given to any officer, director, or principal 32 32 shareholder or related interest thereto over any other employee. In addition, the aggregate amount of extensions of credit by a savings institution to all insiders cannot exceed the institution's unimpaired capital and surplus. Furthermore, Section 22(g) places additional restrictions on loans to executive officers. RESTRICTIONS ON CAPITAL DISTRIBUTIONS. OTS regulations impose limitations on capital distributions by savings associations, including cash dividends, stock redemptions or repurchases, cash-out mergers, interest payments on certain convertible debt and other transactions charged to the capital account of a savings association to make capital distributions. Generally, the regulation creates a safe harbor for specified levels of capital distributions from associations meeting at least their minimum capital requirements, so long as such associations notify the OTS and receive no objection to the distribution from the OTS. Associations and distributions that do not qualify for the safe harbor are required to obtain prior OTS approval before making any capital distributions. As of September 30, 1997, the Association is a Tier 1 institution which can make capital distributions during any calendar year equivalent to 100% of net income for the calendar year-to-date plus 50% of its "surplus capital ratio" at the beginning of the calendar year. The "surplus capital ratio" is defined to mean the percentage by which the association's ratio of total capital to assets exceeds the ratio of its fully phased-in capital requirement to assets, and "fully phased-in capital requirement" is defined to mean an association's capital requirement under the statutory and regulatory standards applicable on December 31, 1994, as modified to reflect any applicable individual minimum capital requirement imposed upon the association. The OTS has approved the Association's capital distribution plan through the calendar year 1998. On December 5, 1994, the OTS published a notice of proposed rulemaking to amend its capital distribution regulation. Under the proposal, savings institutions would be permitted to only make capital distributions that would not result in their capital being reduced below the level required to remain "adequately capitalized" as defined in the OTS prompt corrective action regulations. The Association would continue to be required to provide notice to the OTS of its intent to make a capital distribution. Management does not believe that the proposal will adversely affect the Association's ability to make capital distributions if it is adopted substantially as proposed. FEDERAL HOME LOAN BANK SYSTEM. The Association is a member of the FHLB of Seattle, which is one of 12 regional FHLBs that administers the home financing credit function of savings associations. Each FHLB serves as a reserve or central bank for its members within its assigned region. It is funded primarily from proceeds derived from the sale of consolidated obligations of the FHLB System. It makes loans to members (i.e., advances) in accordance with policies and procedures established by the Board of Directors of the FHLB. At September 30, 1997, the Association's advances from the FHLB amounted to $1.6 billion. As a member, the Association is required to purchase and maintain stock in the FHLB of Seattle in an amount equal to at least 1% of its aggregate unpaid residential mortgage loans, home purchase contracts or similar obligations at the beginning of each year. At September 30, 1997, the Association had $93.6 million in FHLB stock, which was in compliance with this requirement. 33 33 Recent changes in federal law now require the FHLBs to provide funds for the resolution of troubled savings associations and to contribute to affordable housing programs through direct loans or interest subsidies on advances targeted for community investment and low- and moderate-income housing projects. These contributions have adversely affected the level of FHLB dividends paid and could continue to do so in the future. These contributions also could have an adverse effect on the value of FHLB stock in the future. COMMUNITY REINVESTMENT ACT AND THE FAIR LENDING LAWS. Savings associations have a responsibility under the Community Reinvestment Act ("CRA") and related regulations of the OTS to help meet the credit needs of their communities, including low- and moderate-income neighborhoods. In addition, the Equal Credit Opportunity Act and the Fair Housing Act (together, the "Fair Lending Laws") prohibit lenders from discriminating in their lending practices on the basis of characteristics specified in those statutes. An institution's failure to comply with the provisions of CRA could, at a minimum, result in regulatory restrictions on its activities, and failure to comply with the Fair Lending Laws could result in enforcement actions by the OTS, as well as other federal regulatory agencies and the U.S. Department of Justice. 34 34 TAXATION FEDERAL TAXATION For federal and state income tax purposes, the Company reports its income and expenses on the accrual basis method of accounting and files its federal and state income tax returns on a September 30 fiscal year basis. The Company files consolidated federal and state income tax returns with its wholly-owned subsidiaries. For tax years beginning prior to January 1, 1996, a qualified thrift institution was allowed a bad debt deduction based on a percentage of taxable income or on actual experience. The Association used the percentage of taxable income method in tax years 1996 and 1995. The Small Business Job Protection Act of 1996 (the "Act") requires qualified thrift institutions such as the Association to recapture the portion of their tax bad debt reserves that exceeds the September 30, 1988 balance. Such recaptured amounts are to be taken into ordinary income ratably over a six-year period beginning in 1997. Accordingly, the Company will have to pay approximately $2,664,000 in additional federal income taxes, all of which has been previously accrued for financial reporting purposes, each year of the six-year period. The Act also repeals the reserve method of accounting for tax bad debt deductions and requires thrifts to calculate the tax bad debt deduction based on actual current loan losses. A deferred tax liability has not been recognized for the tax bad debt base year reserves of the Association. The base year reserves are the balance of reserves as of September 30, 1988 reduced proportionately for reductions in the Association's loan portfolio since that date. At September 30, 1997, the amount of those reserves was approximately $4,017,000. The amount of the unrecognized deferred tax liability at September 30, 1997 was approximately $1,406,000. Washington Federal's tax returns have been examined through the year ended September 30, 1990. 35 35 STATE TAXATION The State of Washington does not have an income tax. A business and occupation tax based on a percentage of gross receipts is assessed against businesses; however, interest received on loans secured by mortgages or deeds of trust on residential properties is not subject to this tax. The State of Idaho has a corporate income tax with a statutory rate of 8% of apportionable income. The State of Oregon has a corporate excise tax with a statutory rate of 6.6% of apportionable income. The State of Utah has a corporate franchise tax with a statutory rate of 5% of apportionable income. The State of Arizona has a corporate income tax with a statutory rate of 9.0% of apportionable income. 36 36 ITEM 2. PROPERTIES The Association owns the building in which its home and executive offices are located, in Seattle, Washington. The following table sets forth certain information concerning the Association's offices:
Building Number of ------------------- Net Book Value at Location Offices Owned Leased(1) September 30, 1997(2) - -------- --------- ----- --------- --------------------- (In Thousands) Washington 39 22 17 $16,852 Idaho 19 16 3 6,274 Oregon 23 15 8 6,884 Utah 11 6 5 7,894 Arizona 12 5 7 4,235 --- -- -- ------- Total 104 64 40 $42,139 === == == ======
- --------------- (1) The leases have varying terms expiring from 1997 through 2070, including renewal options. (2) Amount represents land and improvements with respect to properties owned by the Association and represents the book value of leasehold improvements, where applicable. Washington Federal evaluates on a continuing basis the suitability and adequacy of its offices, both branches and administrative centers, and has an active program of opening, relocating, remodeling, or closing them as necessary to maintain efficient and attractive premises. Washington Federal's net investment in premises, equipment and leaseholds was $47.5 million at September 30, 1997. ITEM 3. LEGAL PROCEEDINGS The Association is involved in legal proceedings occurring in the ordinary course of business which in the aggregate are believed by management to be immaterial to the financial condition of the Association. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. 37 37 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The information required herein is incorporated by reference from page 27 of the Company's Annual Report to Stockholders for Fiscal 1997 ("Annual Report"), which is included herein as Exhibit 13. ITEM 6. SELECTED FINANCIAL DATA The information required herein is incorporated by reference from page 26 of the Annual Report. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The information required herein is incorporated by reference on pages 4 through 7 of the Annual Report. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements and supplementary data required herein are incorporated by reference from pages 8 through 25 and page 27 of the Annual Report. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information required herein is included under Item 1 hereof. ITEM 11. EXECUTIVE COMPENSATION The information required herein is incorporated by reference to pages 12 to 15 of the proxy statement dated December 23, 1997. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information required herein is incorporated by reference to pages 2 to 3 and 5 to 9 of the proxy statement dated December 23, 1997. 38 38 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information required herein is incorporated by reference to page 17 of the proxy statement dated December 23, 1997. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a)(1) The following financial statements are incorporated herein by reference from pages 8 through 25 and page 27 of the Annual Report. Report of Independent Certified Public Accountants Consolidated Statements of Financial Condition as of September 30, 1997 and 1996 Consolidated Statements of Operations for each of the years in the three-year period ended September 30, 1997 Consolidated Statements of Stockholders' Equity for each of the years in the three-year period ended September 30, 1997 Consolidated Statements of Cash Flows for each of the years in the three-year period ended September 30, 1997 Notes to Consolidated Financial Statements (a)(2) There are no financial statement schedules filed herewith. (a)(3) The following exhibits are filed as part of this report.
No. Exhibit Page - --- ------- ---- 3.1 Articles of Incorporation of the Company (1) 3.2 Bylaws of the Company (1) 4 Specimen Common Stock Certificate (1) 10.1 1982 Employee Stock Compensation Program* (1) 10.2 1987 Stock Option and Stock Appreciation Rights Plan* (1) 10.3 1994 Stock Option and Stock Appreciation Rights Plan* (1) 13 Annual Report to Stockholders 21 Subsidiaries of the Company - Reference is made to Item 1, "Business - Subsidiaries" for the required information -- 23 Consent of Independent Public Accountants
- -------------- * Management contract or compensation plan. 39 39 (1) Incorporated by reference from the Registrant's Registration Statement on Form 8-B filed with the SEC on January 26, 1995. (c) See (a)(3) above for all exhibits filed herewith and the Exhibit Index. (d) All schedules are omitted as the required information is not applicable or the information is presented in the Consolidated Financial Statements or related notes. 40 40 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. WASHINGTON FEDERAL, INC. December 22, 1997 By: /s/ Guy C. Pinkerton Date -------------------------------------- Guy C. Pinkerton, Chairman, President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. /s/ Kermit O. Hanson December 22, 1997 - ------------------------------------ ----------------- Kermit O. Hanson, Director Date /s/ W. Alden Harris December 22, 1997 - ------------------------------------ ----------------- W. Alden Harris, Director Date /s/ Anna C. Johnson December 22, 1997 - ------------------------------------ ----------------- Anna C. Johnson, Director Date /s/ John F. Clearman December 22, 1997 - ------------------------------------ ----------------- John F. Clearman, Director Date /s/ H. Dennis Halvorson December 22, 1997 - ------------------------------------ ----------------- H. Dennis Halvorson, Director Date
41 41 /s/ E. W. Mersereau December 22, 1997 - -------------------------------------------- ----------------- E. W. Mersereau, Jr., Director Date and Vice Chairman of the Board /s/ Guy C. Pinkerton December 22, 1997 - -------------------------------------------- ----------------- Guy C. Pinkerton, Director, Chairman, Date President and Chief Executive Officer /s/ Richard C. Reed December 22, 1997 - -------------------------------------------- ----------------- Richard C. Reed, Director Date /s/ Charles R. Richmond December 22, 1997 - -------------------------------------------- ----------------- Charles R. Richmond, Director, Date Executive Vice President and Secretary /s/ Ronald L. Saper December 22, 1997 - -------------------------------------------- ----------------- Ronald L. Saper, CPA, Executive Date Vice President and Chief Financial Officer (principal financial officer) /s/ Keith D. Taylor December 22, 1997 - -------------------------------------------- ----------------- Keith D. Taylor, CPA, Senior Vice President Date and Treasurer (principal accounting officer)
EX-13 2 ANNUAL REPORT TO SECURITY HOLDERS 1 [WASHINGTON FEDERAL SAVINGS LOGO] WASHINGTON FEDERAL, INC. 425 Pike Street, Seattle, WA 98101 Bowne of Seattle - Phone (206) 223-0725 - FAX (206) 623-3613 BPX/ V25539 - Control 3 - Proof 1 - 12/16/97 - RUSH 2 TABLE OF CONTENTS Financial Highlights 1 To Our Stockholders 2 Management's Discussion 4 Financial Statements 8 Notes to Financial Statements 12 Selected Financial Data 26 Accountant's Report 27 General Information 27 Directors, Officers, Offices 28 A SHORT HISTORY Washington Federal, Inc. (the "Company") is a savings and loan holding company headquartered in Seattle, Washington. Its principal subsidiary is Washington Federal Savings ("the Association") which operates 104 branches in five Western states. The Association had its origin on April 24, 1917 as Ballard Savings and Loan Association. In 1935, the state-chartered Association converted to a federal charter and became a member of the Federal Home Loan Bank System with account insurance provided through the FSLIC. In 1958, Ballard Federal Savings and Loan Association merged with Washington Federal Savings and Loan Association of Bothell, and the latter name was retained for its wider geographic acceptance. In 1971, Seattle Federal Savings and Loan Association, then with three offices, was merged into the Association and at the end of 1978, was joined by the ten offices of First Federal Savings and Loan Association of Mount Vernon. On November 17, 1982, the Association converted from a federal mutual to a federal stock association. In 1987 and 1988, acquisitions of United First Federal, Provident Federal Savings and Loan and Northwest Federal Savings and Loan, all headquartered in Boise, Idaho added 28 Idaho offices to the Company. In 1988, the acquisition of Freedom Federal Savings and Loan added 13 Oregon offices, followed in 1990 by the eight Oregon offices of Family Federal Savings. In 1991, the acquisition of First Federal Savings and Loan of Idaho Falls, Idaho added three branches to the system. That same year, the Company acquired the deposits of First Western Savings, doing business in Oregon as Metropolitan Savings, in Eugene and Portland, Oregon. In 1992, the Company changed the name of its Oregon division branches from Freedom Federal Savings to Washington Federal Savings and shortened its corporate name to Washington Federal Savings. In 1993, the Company purchased First Federal Savings Bank of Salt Lake City, Utah adding ten new branches in that state. Then, during 1994, the Company expanded to Arizona and began operating five branch offices in Tucson. In 1995, the Company purchased West Coast Mutual Savings Bank with the one branch office in Centralia, Washington. The Company sold the Burley, Idaho branch office and opened three new offices in Washington, two more in Tucson and one each in Utah and in Oregon. In 1996, the Company opened one new office in Oregon, one in Washington and three in Phoenix. The Company also purchased Metropolitan Bancorp of Seattle, Washington which added eight branches in the Puget Sound region to the Association. In 1997, the Company opened four new offices, one each in Portland, Oregon, and Tucson, Arizona and two in Phoenix, Arizona. The Company also closed a branch office in Idaho Falls, consolidating the deposits into the main Idaho Falls office. The Company has a wholly-owned subsidiary, First Insurance Agency, Inc., which provides general insurance to the public. The Company obtains funds primarily through savings deposits from the general public, from repayment of loans and from borrowings and retained earnings. These funds are used largely to make first lien loans to borrowers for the purchase of new and existing homes, the acquisition and development of land into residential lots, the construction of homes, the financing of other real estate and for investment in obligations of the U.S. government, its agencies and municipalities. 3 FINANCIAL HIGHLIGHTS
September 30, 1997 1996 % Change - -------------------------------------------------------------------------------------------------------------------- (In thousands, except per share data) Assets ......................................................................... $5,719,589 $5,114,978 + 12% Investment securities .......................................................... 289,749 299,006 - 3 Loans receivable ............................................................... 4,190,776 3,723,016 + 13 Mortgage-backed securities ..................................................... 947,129 866,605 + 9 Customer accounts .............................................................. 2,978,031 2,480,220 + 20 Federal Home Loan Bank advances and other borrowings ........................... 1,904,544 1,959,549 - 3 Stockholders' equity ........................................................... 717,745 577,702 + 24 Net income ..................................................................... 105,050 79,895 + 31 Net income per share ........................................................... 2.21 1.71 + 29 Dividends per share ............................................................ .90 .82 + 10 Stockholders' equity per share ................................................. 15.11 13.12 + 15 Shares outstanding ............................................................. 47,509 40,695 + 17 Return on average stockholders' equity ......................................... 16.50% 13.73% + 20 Return on average assets ....................................................... 1.86% 1.63% + 14 Return on average stockholders' equity, excluding Savings Association Insurance Fund ("SAIF") special assessment in 1996 .............. 16.50% 15.37% + 7 Return on average assets, excluding SAIF special assessment in 1996 ............ 1.86% 1.82% + 2 - --------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS Dollars in Millions - -------------------------------------------------------------------------------- (At September 30) 1977 421 1982 665 1987 1,860 1992 2,792 1997 5,720
STOCKHOLDERS' EQUITY Dollars in Millions - -------------------------------------------------------------------------------- (At September 30) 1977 32 1982 46 1987 196 1992 424 1997 718
NET INCOME PER SHARE (Before SAIF special assessment in 1996) $ - -------------------------------------------------------------------------------- 2.25 1993 1.87 1994 1.92 1995 1.63 1996 1.92 1997 2.21
CASH DIVIDENDS PER SHARE $ - -------------------------------------------------------------------------------- 1.00 1993 0.62 1994 0.68 1995 0.75 1996 0.82 1997 0.9
RETURN ON AVERAGE EQUITY (Before SAIF special assessment in 1996) Annualized % - -------------------------------------------------------------------------------- 21.0 1993 20.39 1994 18.19 1995 13.99 1996 15.37 1997 16.5
PRIMARY INTEREST SPREAD End of Quarter % - --------------------------------------------------------------------------------
Fiscal 1995 Fiscal 1996 Fiscal 1997 Dec 31 3.1 2.55 2.88 Mar 31 2.79 2.78 2.88 Jun 30 2.6 2.9 2.82 Sep 30 2.57 2.95 2.83
1 4 TO OUR STOCKHOLDERS Our fiscal year ended September 30, 1997 was another record year as we surpassed $100 million in earnings for the first time in our history. Since becoming a public company, this was the thirteenth time in the past fourteen years that we have reported year-over-year earnings per share gains. We are quite proud of this achievement. For the year, earnings were $105,050,000 or $2.21 per share compared to the $89,436,000 or $1.92 per share for the prior year, a 15% per share increase. Prior year amounts exclude the one-time after-tax charge of $9,541,000, or $.21 per share, to recapitalize the Savings Association Insurance Fund. This year produced a return on average assets of 1.86% and on average stockholders' equity of 16.50%. As of September 30, 1997, Washington Federal's net worth increased to $718 million or 12.5% of total assets compared to $578 million or 11.3% of total assets at the beginning of the fiscal year. Customer funds increased 20% during the year to $2.98 billion and total assets increased 12% to $5.72 billion. Washington Federal's earnings and capital ratios continue near the top in the nation for all types of financial institutions. This record performance was achieved in spite of a decrease in our net interest spread to 2.83% from 2.95% at the beginning of the fiscal year. The decrease was primarily a result of the Federal Reserve increase in short-term rates of 1/4% in March of 1997. Our expense ratio for the year was .79% of average assets and our efficiency ratio (total operating expense divided by net interest income plus other income) averaged 18.9%. Both of these figures are less than one-half the industry average. During the latter part of our fiscal year, we took advantage of gains realized on the sale of some of our securities and real estate owned in order to reduce borrowings and increase our capital ratio to prepare Washington Federal for expansion opportunities out ahead. This year, we closed $1.089 billion in residential loans, down from our fiscal 1996 record production of $1.556 billion. This was partially by design as we placed more emphasis on our branch lending program and slowed our wholesale mortgage brokerage operation. We continue to place emphasis on developing our branch lending capabilities. In this regard, we would appreciate referrals of friends or acquaintances you may have that need real estate mortgage financing in our five-state service areas. We also negotiated some favorable sales of non-performing commercial properties acquired in our mergers and have reduced non-performing assets to a low .54% of total assets. Our merger with Metropolitan Bancorp closed on November 29, 1996 and their operation was successfully integrated into the Washington Federal system. In connection with this transition, we sold $110 million of the $200 million derivative portfolio we acquired. This merger added eight more offices to our Puget Sound branch system. We also opened offices in Portland, Oregon; Tucson, Arizona; two locations in Phoenix, Arizona and closed one of our offices in Idaho Falls, Idaho. We now have 104 offices with 39 in Washington, 19 in Idaho, 23 in Oregon, 11 in Utah and 12 in Arizona. During the year we distributed $42.7 million in cash dividends, or $.90 per share, and declared a 10% stock dividend to stockholders of record on February 7, 1997. This was the thirteenth stock dividend we have distributed in the last fifteen years. We also increased the cash dividend twice during the fiscal year. We have increased the cash dividend twenty-nine times since becoming a stock company in 1982. During the year, we made an extensive effort to identify year 2000 issues which impact our in-house computer system and outside systems with which we interface. As a result of our review and the corrections performed to date, we are confident in our ability to evaluate and correct all of our systems and programs prior to the end of 1998. Management is reporting monthly to the Board of Directors regarding progress made in this area. In November 1996, we added two directors to our board bringing the total to nine. Both John F. Clearman and H. Dennis Halvorson have many years of financial institution experience and bring added expertise to your company. We have also added Patrick F. Patrick, former President and Chief Executive Officer of Metropolitan Bancorp, to our Executive Management team, which includes Charles R. Richmond, Ronald L. Saper, William A. Cassels and Lawrence D. Cierpiszewski. I thank each of them for their leadership in achieving the record results of your Company during this last fiscal year. 2 5 You may have noticed that our annual report this year is simpler than in years past. We feel this new format better reflects Washington Federal's conservative philosophy and our desire to maximize profitability for our shareholders. Please let us know what you think about this new format. We welcome your comments. I also want to thank our employees and directors for their extra efforts that have made this year so successful, and our customers and stockholders for their continued support. I hope to see you at our annual meeting on Wednesday January 28, 1998, at 2:00 p.m. at the Westin Hotel in Seattle, Washington. Sincerely, /S/ GUY C. PINKERTON Guy C. Pinkerton Chairman, President and Chief Executive Officer 3 6 - -------------------------------------------------------------------------------- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL On February 3, 1995, Washington Federal, Inc. (the "Company") completed its reorganization into a savings and loan holding company structure (the "reorganization"). The Company's predecessor, Washington Federal Savings (the "Association") became a wholly-owned subsidiary of the Company as a result of the reorganization. INTEREST The Company accepts a high level of interest rate RATE RISK volatility 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 September 30, 1997, the Company had approximately $2,860,000,000 more liabilities subject to repricing in the next year than assets subject to repricing which amounted to a negative maturity gap of 50% of total assets. The Company's interest rate risk approach has never resulted in the recording of a monthly operating loss. Fiscal 1997 began with a trend of expanding interest rate spreads. The first quarter closed with a 2.88% interest rate spread, down from 2.95% at the beginning of the year. The decline was, in large part, due to the combination with Metropolitan Bancorp which was completed during the quarter. Interest rate spreads for the next three quarters were relatively flat. 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. Federal Home Loan Bank ("FHLB") advances and other borrowed money declined to an equivalent of 33.3% of total assets at September 30, 1997, compared to 38.3% of total assets at September 30, 1996. LIQUIDITY The Company's net worth at September 30, 1997 was AND CAPITAL $717,745,000 or 12.5% of total assets. This is an RESOURCES increase of $140,043,000 from September 30, 1996 when net worth was $577,702,000 or 11.3% of total assets. The ratio of net worth to total assets remains at a high level despite a 12% increase in assets during fiscal 1997 and the distribution of $42,691,000 in cash dividends. The $140,043,000 increase in the Company's net worth includes $105,050,000 generated from net income, $58,495,000 of common stock issued with the Metropolitan Bancorp merger, $17,000,000 of appreciation in the valuation reserve for available-for-sale securities and $2,189,000 of proceeds received with the exercise of common stock options and purchases by the Employee Stock Ownership Plan. Net worth was reduced by the $42,691,000 of cash dividends paid. During fiscal 1997, no shares of common stock were repurchased under the March 1996 authorized stock repurchase program. The Association's percentage of net worth to total assets is among the highest in the nation and is approximately three times the minimum required under Office of Thrift Supervision ("OTS") regulations (see Note P). Management believes this strong net worth position will help protect earnings against interest rate risk and will enable it to compete more effectively for controlled growth through acquisitions and customer deposit increases. Excluding the $379,975,000 of customer accounts acquired with the Metropolitan Bancorp merger, customer accounts increased $117,836,000, or 5%, from a year ago, largely due to our branch expansion in Arizona and Washington and several successful new account marketing campaigns. Also, during fiscal 1997, the Company reduced the amount of high-cost brokered deposits which had been acquired in the Metropolitan Bancorp merger by approximately $28,679,000. The Company's cash and investment securities amounted to $313,194,000, a $5,447,000 decrease from a year ago. The $44,187,000 of investment securities purchased during the year were U.S. government agency securities which replaced the $57,213,000 of investment securities that matured during the year. 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 (one year) borrowings. Currently the Association is required to maintain total liquidity at five percent (reduced to four percent on November 24, 1997). At September 30, 1997, total liquidity was 5.06% compared to 5.82% at September 30, 1996. 4 7 CHANGES IN Available-for-sale and held-to-maturity securities. FINANCIAL The Company acquired $280,507,000 of collateralized POSITION mortgage obligations with its acquisition of Metropolitan Bancorp, all of which have been categorized as available-for-sale. Additionally, the Company purchased $44,187,000 of U.S. government agency and $10,000,000 of mortgage-backed securities, respectively, during the year, all of which were categorized as available-for-sale. The Company had $119,851,000 of gross sales of securities resulting in $1,096,000 of gains and $158,000 of losses. All sales were mortgage-backed securities which were categorized as available-for-sale. All but $10,000,000 of the securities sold were collateralized mortgage obligations acquired in the Metropolitan Bancorp merger which did not fit within the investment policy of the Company. As of September 30, 1997, the Company had unrealized gains on its available-for-sale portfolio of $30,000,000, net of tax, which are recorded as part of stockholders' equity. Loans receivable. Loans receivable grew 13% to $4,190,776,000 at September 30, 1997 from $3,723,016,000 a year earlier. The loans receivable balance, after excluding $347,309,000 acquired in the Metropolitan Bancorp merger, increased $120,451,000 despite a significant decline in loan originations to $1,088,708,000, a decrease of 30% from the prior year. The decline in loan originations was partially by design as the Company placed more emphasis on the branch lending program and slowed production within the wholesale mortgage brokerage operation. Real estate held for sale. The balance at September 30, 1997 was $30,189,000, a 10% decrease from the $33,491,000 of one year ago. FHLB stock. The Company purchased $9,057,000 of FHLB stock during the fiscal year, exclusive of $13,314,000 acquired in the Metropolitan Bancorp merger, while the dividend yield ranged between 7 1/4% and 8%. The Company had a balance of $93,584,000 at September 30, 1997 compared with $64,530,000 one year ago. Costs in excess of net assets acquired. Costs in excess of net assets acquired of $36,909,000 were recorded with the Metropolitan Bancorp merger. As of September 30, 1997, costs in excess of net assets acquired totalled $58,774,000. The Company periodically monitors these assets for potential impairment in accordance with SFAS No. 121 "Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of". As of September 30, 1997, there was no impairment of costs in excess of net assets acquired. The Company will provide for any diminuation in value of these assets should an impairment be identified. Customer accounts. Customer accounts at September, 30, 1997 were $2,978,031,000 compared with $2,480,220,000 at September 30, 1996, a 20% increase. See Liquidity and Capital Resources above. FHLB advances and other borrowings. Total borrowings decreased 3% to $1,904,544,000. See Interest Rate Risk above. 5 8 - -------------------------------------------------------------------------------- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED) RESULTS OF GENERAL OPERATIONS Fiscal 1997 net income increased 31% over fiscal 1996. See Note S - Selected Quarterly Financial Data (Unaudited) highlighting the quarter-by-quarter results for the years ended September 30, 1997 and 1996.
Dec 31 Mar 31 Jun 30 Sep 30 Dec 31 Mar 31 Jun 30 Sep 30 1995 1996 1996 1996 1996 1997 1997 1997 ------------------------------------------------------------- Interest rate on loans and mortgage-backed securities ... 8.22% 8.15% 8.14% 8.16% 8.13% 8.15% 8.18% 8.17% Interest rate on investment securities* ....... 7.55 7.34 7.62 7.47 7.56 7.34 7.53 7.72 ------------------------------------------------------------- Combined .................. 8.17 8.10 8.10 8.11 8.09 8.09 8.13 8.14 Interest rate on customer accounts ............ 5.52 5.19 4.98 4.93 5.01 5.04 5.16 5.18 Interest rate on borrowings ................... 5.77 5.50 5.49 5.45 5.45 5.44 5.53 5.51 ------------------------------------------------------------- Combined .................. 5.62 5.32 5.20 5.16 5.21 5.21 5.31 5.031 ------------------------------------------------------------- Interest rate spread ............ 2.55% 2.78% 2.90% 2.95% 2.88% 2.88% 2.82% 2.83% =============================================================
*Includes municipal bonds at tax-equivalent rates. The interest rate spread declined during fiscal 1997 from 2.95% at September 30, 1996 to 2.83% at September 30, 1997. COMPARISON OF FISCAL 1997 RESULTS WITH FISCAL 1996 Net interest income increased $26,094,000 (15%) in fiscal 1997 over fiscal 1996. This resulted from the Company's balance sheet expansion as a result of the Metropolitan Bancorp merger and despite the relatively stable interest rate spread the last three quarters of fiscal 1997. Interest on loans and mortgaged-backed securities increased $52,665,000 (14%) in fiscal 1997 from 1996. The increase is associated with the merger described earlier resulting in total outstanding loan and mortgage-backed securities increasing to $5,137,905,000 at September 30, 1997 from $4,589,621,000 at the beginning of fiscal 1997. Average interest rates on loans and mortgage-backed securities were basically unchanged at 8.17% from 8.16% one year ago. Interest and dividends on investment securities increased $2,131,000 (9%) in fiscal 1997 from fiscal 1996. The weighted average yield improved to 7.72% at September 30, 1997 compared with 7.47% at September 30, 1996. The combined investment securities and FHLB stock portfolio increased to $383,334,000 at September 30, 1997 versus $363,536,000 one year ago. Interest on customer accounts increased 10% to $142,684,000 for fiscal 1997 from $129,904,000 for fiscal 1996. The average cost of customer accounts increased to 5.18% at year end, compared to the 4.93% rate of one year ago. Interest on FHLB advances and other borrowings increased $15,922,000 (16%) in fiscal 1997 over fiscal 1996 despite a reduction in total borrowings from $1,959,549,000 to $1,904,544,000. Average rates paid increased to 5.51% at September 30, 1997 versus 5.45% at September 30, 1996. The provision for loan losses decreased $3,015,000 (79%) in fiscal 1997 from fiscal 1996. All of the provision for loan losses were for general reserves which were established to provide for the inherent risks associated with the expanded loan portfolio. Other income decreased $840,000 (14%) in fiscal 1997 over fiscal 1996. Net gains on the sale of available-for-sale securities totalled $938,000 in fiscal 1997 compared to $1,444,000 in fiscal 1996. Other expense increased $6,262,000 (16%) in fiscal 1997 over fiscal 1996 after excluding the $15,026,000 related to the SAIF special assessment, a nonrecurring charge realized in 1996. The increase is due to overall expansion, including the Metropolitan Bancorp merger and general inflationary increases. The branch network expanded to 104 offices at September 30, 1997 versus 93 offices at September 30, 1996. Other expense for fiscal 1997 equaled .79% of average assets compared with .78% in fiscal 1996. Total employees, including part-time employees on a full-time equivalent basis, were 656 and 602, for the same periods, respectively. Income taxes increased $13,733,000 (31%) in fiscal 1997. The effective tax rate was 35.7% for fiscal 1997 compared with 35.8% for fiscal 1996. 6 9 COMPARISON OF FISCAL 1996 RESULTS WITH FISCAL 1995 Net interest income increased $19,953,000 (13%) in fiscal 1996 over fiscal 1995. This resulted from the Company's balance sheet expansion and the improved interest rate spread the last three quarters of fiscal 1996. Interest on loans and mortgaged-backed securities increased $57,287,000 (18%) in fiscal 1996 from fiscal 1995. Total outstanding loans and mortgage-backed securities increased to $4,589,621,000 at September 30, 1996 from $4,114,881,000 at the beginning of fiscal 1996. Average interest rates on loans and mortgage-backed securities decreased to 8.16% at September 30, 1996 from 8.26% one year before. Interest and dividends on investment securities increased $3,158,000 (15%) in fiscal 1996 from fiscal 1995. The weighted average yield declined to 7.47% at September 30, 1996 compared with 7.69% at September 30, 1995. The combined investment securities and FHLB stock portfolio increased to $363,536,000 at September 30, 1996 versus $301,795,000 one year before. Interest on customer accounts increased 13% to $129,904,000 for fiscal 1996 from $115,348,000 for fiscal 1995. The average cost of customer accounts decreased to 4.93% at year end compared with the 5.51% rate the preceding year. Interest on FHLB advances and other borrowings increased $25,936,000 (36%) in fiscal 1996 over fiscal 1995. Average rates paid declined at September 30, 1996 to 5.45% from 5.87% at September 30, 1995. The provision for loan losses increased $3,828,000 (39%) in fiscal 1996 from fiscal 1995. All of the provision for loan losses were for general reserves which were established to provide for the inherent risks associated with the expanded loan portfolio. Other income decreased $3,787,000 (39%) in fiscal 1996 over fiscal 1995. Net gains on the sale of available-for-sale securities totalled $1,444,000 in fiscal 1996 compared to $4,518,000 in fiscal 1995. Other expense increased $17,082,000 (47%) in fiscal 1996 over fiscal 1995. Of the increase, $15,026,000 related to the special SAIF assessment, a nonrecurring charge. The remainder of the increase was due to general inflationary increases plus the incremental costs associated with branch network expansion. The branch network expanded to 93 offices at September 30, 1996 versus 87 offices at September 30, 1995. Other expense for fiscal 1996 equaled .78% of average assets compared with .86% in fiscal 1995. Total employees, including part-time employees on a full-time equivalent basis, increased to 602 from 563. Income taxes decreased $191,000 in fiscal 1997. The effective tax rate was 36% for both fiscal 1996 and fiscal 1995. MERGER WITH METROPOLITAN BANCORP On November 29, 1996, the Company completed its merger with Metropolitan Bancorp of Seattle, Washington. At the time of the merger Metropolitan Bancorp was comprised of 10 offices located in the Seattle area (two of which were subsequently merged into existing offices of the Company), $699,938,000 of assets, $379,975,000 of deposits and $58,495,000 of stockholders' equity. The merger was accounted for by the purchase method and $36,909,000 of costs in excess of net assets acquired will be amortized utilizing the straight-line method over 15 years. IMPACT OF The Consolidated Financial Statements and related INFLATION Notes presented elsewhere herein have been prepared AND in accordance with generally accepted accounting CHANGING principles, which require the measurement of PRICES 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. 7 10 WASHINGTON FEDERAL, INC. AND SUBSIDIARIES - -------------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
September 30, 1997 1996 - ------------------------------------------------------------------------------------------------------------------------ (In thousands, except per share data) ASSETS Cash .................................................................................... $ 23,444 $ 19,635 Available-for-sale securities, amortized cost $626,132 and $512,696 ..................... 672,132 533,615 Held-to-maturity securities, fair value $578,124 and $629,649 ........................... 564,747 631,996 Loans receivable ........................................................................ 4,190,776 3,723,016 Interest receivable ..................................................................... 36,383 34,628 Premises and equipment, net ............................................................. 47,552 41,885 Real estate held for sale ............................................................... 30,189 33,491 FHLB stock .............................................................................. 93,584 64,530 Costs in excess of net assets acquired .................................................. 58,774 27,457 Other assets ............................................................................ 2,008 4,725 --------------------------- $ 5,719,589 $ 5,114,978 =========================== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Customer accounts Savings and demand accounts .......................................................... $ 2,905,371 $ 2,423,885 Repurchase agreements with customers ................................................. 72,660 56,335 --------------------------- 2,978,031 2,480,220 FHLB advances ........................................................................... 1,601,000 1,162,000 Other borrowings, primarily securities sold under agreements to repurchase .............. 303,544 797,549 Advance payments by borrowers for taxes and insurance ................................... 26,340 23,516 Federal and state income taxes, including net deferred liabilities of $53,659 and $37,910 52,259 38,040 Accrued expenses and other liabilities .................................................. 40,670 35,951 --------------------------- 5,001,844 4,537,276 Stockholders' equity Common stock, $1.00 par value, 100,000,000 shares authorized; 51,137,889 and 44,011,776 shares issued; 47,508,759 and 40,695,450 shares outstanding .......................... 51,138 44,012 Paid-in capital ......................................................................... 573,241 405,563 Valuation adjustment for available-for-sale securities, net of tax ...................... 30,000 13,000 Treasury stock, at cost; 3,629,130 and 3,316,326 shares ................................. (68,266) (68,499) Retained earnings ....................................................................... 131,632 183,626 --------------------------- 717,745 577,702 --------------------------- $ 5,719,589 $ 5,114,978 ---------------------------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 8 11 WASHINGTON FEDERAL, INC. AND SUBSIDIARIES - -------------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF OPERATIONS
Year ended September 30, 1997 1996 1995 ----------- ----------- ----------- (In thousands, except per share data) INTEREST INCOME Loans ................................................. $ 357,496 $ 305,372 $ 238,086 Mortgage-backed securities ............................ 74,667 74,126 84,125 Investment securities ................................. 26,844 24,713 21,555 ----------------------------------------- 459,007 404,211 343,766 INTEREST EXPENSE Customer accounts ..................................... 142,684 129,904 115,348 FHLB advances and other borrowings .................... 114,763 98,841 72,905 ----------------------------------------- 257,447 228,745 188,253 ----------------------------------------- Net interest income ................................... 201,560 175,466 155,513 Provision for loan losses ............................. 813 3,828 6,245 ----------------------------------------- Net interest income after provision for loan losses ... 200,747 171,638 149,268 OTHER INCOME Gain on sale of securities ............................ 938 1,444 4,518 Other ................................................. 4,139 4,473 5,186 ----------------------------------------- 5,077 5,917 9,704 OTHER EXPENSE Compensation and fringe benefits ...................... 24,051 20,231 18,627 Amortization of intangibles ........................... 5,593 3,545 3,536 SAIF special assessment ............................... -- 15,026 -- SAIF deposit insurance premiums ....................... 2,392 5,530 5,013 Occupancy expense ..................................... 4,282 3,417 2,959 Other ................................................. 8,081 5,414 5,946 ----------------------------------------- 44,399 53,163 36,081 Gain on real estate acquired through foreclosure, net.. 1,913 58 198 ----------------------------------------- Income before income taxes ............................ 163,338 124,450 123,089 Income taxes Current ............................................ 50,620 38,222 39,373 Deferred ........................................... 7,668 6,333 5,373 ----------------------------------------- 58,288 44,555 44,746 ----------------------------------------- NET INCOME ............................................ $ 105,050 $ 79,895 $ 78,343 ========================================= PER SHARE DATA Net income ............................................ $ 2.21 $ 1.71 $ 1.63 Cash dividends ........................................ $ .90 $ .82 $ .74 Weighted average number of shares outstanding, including dilutive stock options ................... 47,496,140 46,683,758 48,136,702
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 9 12 WASHINGTON FEDERAL, INC. AND SUBSIDIARIES - -------------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Valuation Adjustment for Common Paid-in Retained Available-for- Treasury Stock Capital Earnings Sale Securities Stock Total - --------------------------------------------------------------------------------------------------------------------------- (In thousands) Balance at October 1, 1994 .......... $ 39,852 $ 320,310 $ 186,611 $ -- $ -- $ 546,773 Cumulative effect of change in accounting method for available- for-sale securities, net of tax... 1,551 1,551 Net income .......................... 78,343 78,343 Dividends ........................... (35,476) (35,476) Proceeds from exercise of common stock options ............. 91 610 701 Treasury stock ...................... (22,412) (22,412) Valuation adjustment for available-for-sale securities .... 6,449 6,449 ----------------------------------------------------------------------------------- Balance at September 30, 1995 ....... 39,943 320,920 229,478 8,000 (22,412) 575,929 ----------------------------------------------------------------------------------- Eleven-for-ten stock split distributed March 1, 1996 ........ 3,997 83,937 (87,934) Net income .......................... 79,895 79,895 Dividends ........................... (37,813) (37,813) Proceeds from exercise of common stock options ............. 72 706 778 Treasury stock ...................... (46,087) (46,087) Valuation adjustment for available-for-sale securities .... 5,000 5,000 ----------------------------------------------------------------------------------- Balance at September 30, 1996 ....... 44,012 405,563 183,626 13,000 (68,499) 577,702 ----------------------------------------------------------------------------------- Common stock issued with Metropolitan Bancorp merger ...... 2,443 57,189 (1,137) 58,495 Eleven-for-ten stock split distributed February 21, 1997 .... 4,644 109,709 (114,353) Net income .......................... 105,050 105,050 Dividends ........................... (42,691) (42,691) Proceeds from exercise of common stock options ............. 39 311 350 Proceeds from Employee Stock Ownership Plan ............. 469 1,370 1,839 Valuation adjustment for available-for-sale securities .... 17,000 17,000 ----------------------------------------------------------------------------------- Balance at September 30, 1997 ....... $ 51,138 $ 573,241 $ 131,632 $ 30,000 $ (68,266) $ 717,745 ===================================================================================
10 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 13 WASHINGTON FEDERAL, INC. AND SUBSIDIARIES - -------------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended September 30, 1997 1996 1995 - --------------------------------------------------------------------------------------------------------------------------- (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES Net income ..................................................................... $ 105,050 $ 79,895 $ 78,343 Adjustments to reconcile net income to net cash provided by operating activities Amortization of fees, discounts and premiums, net ........................... (14,674) (19,481) (17,936) SAIF special assessment ..................................................... -- 15,026 -- Amortization of costs in excess of net assets acquired ...................... 5,593 3,545 3,536 Depreciation ................................................................ 2,132 1,912 1,814 Gain on investment securities and real estate held for sale ................. (2,627) (1,502) (4,876) Decrease (increase) in accrued interest receivable .......................... 2,431 (3,187) (4,884) Increase in income taxes payable ............................................ 10,204 2,325 1,767 FHLB stock dividends ........................................................ (6,683) (3,896) (3,455) Decrease (increase) in other assets ......................................... 8,350 (1,669) 36 Increase (decrease) in accrued expenses and other liabilities ............... 238 4,638 (3,378) --------------------------------------- Net cash provided by operating activities ...................................... 110,014 77,606 50,967 --------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Loans and contracts originated Loans on existing property .................................................. (556,063) (972,601) (758,455) Construction loans .......................................................... (407,135) (428,317) (341,001) Land loans .................................................................. (77,270) (92,496) (97,990) Loans refinanced ............................................................ (48,240) (62,854) (27,468) --------------------------------------- (1,088,708) (1,556,268) (1,224,914) Savings account loans originated ............................................... (7,818) (7,065) (4,754) Loan principal repayments ...................................................... 1,010,333 863,577 608,449 Increase (decrease) in undisbursed loans in process ............................ (26,000) 24,628 47,040 Loans purchased ................................................................ (1,310) (888) (5,132) Purchases of available-for-sale securities ..................................... (54,187) (241,230) (135,651) Principal payments and maturities of available-for-sale securities ............. 106,918 129,888 51,089 Sales of available-for-sale securities ......................................... 119,851 165,719 65,984 Purchases of held-to-maturity securities ....................................... -- -- (213,720) Principal payments and maturities of held-to-maturity securities ............... 67,885 129,768 89,880 Proceeds from sales of real estate held for sale ............................... 12,313 2,580 1,241 Premises and equipment purchased, net .......................................... (4,115) (3,867) (2,927) FHLB stock (purchased) sold .................................................... (9,057) (15,500) 35,000 Cash received (paid) for acquisitions .......................................... 3,590 -- (4,016) --------------------------------------- Net cash (used) provided by investing activities ............................... 129,695 (508,658) (692,431) --------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Net increase in customer accounts .............................................. 117,836 34,885 140,963 Net increase (decrease) in short-term borrowings ............................... (665,363) 845,462 399,383 Proceeds from long-term borrowings ............................................. 350,000 -- 150,000 Repayments of long-term borrowings ............................................. -- (370,000) -- Proceeds from exercise of common stock options ................................. 350 778 701 Dividends ...................................................................... (42,691) (37,813) (35,476) Proceeds from employee stock ownership plan .................................... 469 -- -- Treasury stock (purchased) sold ................................................ 1,370 (46,087) (22,412) Increase in advance payments by borrowers for taxes and insurance .............. 2,129 294 1,001 --------------------------------------- Net cash (used) provided by financing activities ............................... (235,900) 427,519 634,160 --------------------------------------- Increase (decrease) in cash .................................................... 3,809 (3,533) (7,304) Cash at beginning of year ...................................................... 19,635 23,168 30,472 --------------------------------------- Cash at end of year ............................................................ $ 23,444 $ 19,635 $ 23,168 ======================================= SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Noncash investing activities Real estate acquired through foreclosure .................................... $ 5,547 $ 3,884 $ 8,894 Implementation of new accounting standard-reclass to available- for-sale portfolio ....................................................... -- 215,489 324,904 Cash paid during the year for Interest .................................................................... $ 256,822 $ 228,756 $ 185,686 Income taxes ................................................................ 49,492 43,794 43,315
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 11 14 - -------------------------------------------------------------------------------- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED SEPTEMBER 30, 1997, 1996 and 1995 NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of consolidation. The consolidated financial statements include the accounts of Washington Federal, Inc., (the "Company") and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. Description of business. Washington Federal, Inc. is a savings and loan holding company. The Company's principal operating subsidiary is Washington Federal Savings (the "Association"). The Company is principally engaged in the business of attracting savings deposits from the general public and investing these funds, together with borrowings and other funds, in one-to-four family residential real estate loans, and in limited circumstances income-producing property real estate loans. The Company conducts its activities from a network of 104 full-service branch offices located in Washington, Oregon, Idaho, Utah and Arizona. Investment and mortgage-backed securities. The Company accounts for investment and mortgage-backed securities in two categories: held-to-maturity and available-for-sale. Held-To-Maturity Securities - Securities classified as held-to-maturity are accounted for at amortized cost, but the Company must have both the positive intent and the ability to hold those securities to maturity. There are very limited circumstances under which securities in the held-to-maturity category can be sold without jeopardizing the cost basis of accounting for the remainder of the securities in this category. Recognition is provided for unrealized losses in the debt portfolio if any market valuation differences are deemed to be other than temporary. Available-For-Sale Securities - Securities not classified as held-to-maturity are considered to be available-for-sale. Gains and losses realized on the sale of these securities are based on the specific identification method. Unrealized gains and losses for available-for-sale securities are excluded from earnings and reported as a net amount in a separate component of stockholders' equity until realized. Forward contracts to purchase mortgage-backed securities are designated as available-for-sale. Changes in the fair value of forward contracts designated as available-for-sale are recognized as a component of stockholders' equity until realized unless a decline in the fair value of the underlying securities is other than temporary. Securities purchased under a forward contract are recorded at their fair values at the settlement date. Hedging Activity. The Company from time to time may enter into certain forward contracts to sell mortgage-backed securities to hedge the price risk in certain forward purchase contracts accounted for as available-for-sale securities. To the extent forward sales contracts meet current hedging criteria, the market value change associated with the contract is recorded through an equity adjustment consistent with the forward sales contract. To the extent that forward sales contracts fail to meet hedging criteria, the market value will be recorded through the income statement. The Company has also obtained through acquisition certain interest rate swap agreements that are designated against adjustable rate mortgage-backed securities. These interest rate swap agreements are carried at historical cost with the related interest differential paid or received as an adjustment to interest income. Loans receivable. Loans receivable more than 90 days past due are placed on nonaccrual status and an allowance for accrued interest is established. Any interest ultimately collected is credited to income in the period of recovery. An allowance for losses on specific loans is provided to record loans receivable at their estimated fair value when losses are probable and estimable. Such provisions are based on management's estimate of fair value of the collateral considering current and anticipated future market conditions. General loan loss allowances are established to provide for inherent risks in the portfolio. The allowances are provided based on management's continuing evaluation of the pertinent factors underlying the quality of the loan portfolio, including changes in the size and composition of the loan portfolio, actual loan loss experience and current and anticipated economic conditions. The recovery of the carrying value of loans is susceptible to future market conditions beyond the Company's control which may result in losses or recoveries differing from those provided. Loans receivable that will not be repaid in accordance with their contractual terms are measured using a discounted cash flow methodology or the fair value of the collateral for certain loans. Smaller balance loans are excluded with limited exceptions. 12 15 Premises and equipment. Premises and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are computed on the straight-line method over the estimated useful lives of the respective assets. Expenditures are capitalized for betterments and major renewals, and charges for ordinary maintenance and repairs are expensed to operations as incurred. Real estate held for sale. Properties acquired in settlement of loans, purchased in acquisitions or acquired for development are recorded at the lower of cost or fair value. Costs in excess of net assets acquired. Costs in excess of fair value of net assets acquired in business combinations are amortized to expense over a period not to exceed 15 years using the straight-line method. Under the Financial Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA"), goodwill and core deposit intangibles are treated as reductions from stockholders' equity in computing the Association's tangible capital. From time to time, the Association reviews the status of costs in excess of net assets acquired to determine that no impairment of this asset has occurred. Deferred fees and discounts on loans. Loan discounts and loan fees are deferred and recognized over the life of the loans using the interest method based on actual loan payments. Use of estimates. The preparation of financial statements in conformity with general accepted accounting principles requires management to make estimates and assumptions that effect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Reclassifications. Certain reclassifications have been made to the financial statements for years prior to September 30, 1997 to conform to the classifications used in 1997. NOTE B ACQUISITIONS On November 29, 1996, Washington Federal, Inc. completed its merger with Metropolitan Bancorp of Seattle, Washington. At the time of the merger Metropolitan had 10 offices located in the Seattle area, (two of which were subsequently merged into existing offices of the Company), $699,938,000 of assets, $379,975,000 of deposits and $58,495,000 of stockholders' equity. The merger was accounted for by the purchase method and the $36,909,000 of costs in excess of net assets acquired will be amortized utilizing the straight-line method over 15 years. The Company issued 2,442,908 shares of its common stock with a fair value of $58,495,000 in exchange for all the common stock of Metropolitan Bancorp. Assets with a fair value of $699,938,000, including costs in excess of net assets acquired, were acquired in conjunction with the transaction with $641,443,000 of liabilities assumed. From the Metropolitan acquisition, additional discounts of $8,359,000 and $11,101,000 were recorded to yield a market rate of interest on loans and mortgage-backed securities, respectively. These discounts will be amortized utilizing the interest method over the estimated lives of the assets. During the period ended September 30, 1997, the combined amortization of these discounts was $2,473,000. Had the merger with Metropolitan Bancorp occurred at the beginning of the Company's fiscal year total revenue, net income and net income per share would have been enhanced for the additional two months by $9,803,000, $1,142,000 and $.02, respectively, to combined proforma amounts of $475,800,000, $106,192,000 and $2.23, respectively. 13 16 - -------------------------------------------------------------------------------- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE C INVESTMENT SECURITIES
September 30, 1997 -------------------------------------------------------------------------------------------------- (In thousands) Gross Unrealized Amortized ----------------------- Fair Cost Gains Losses Value Yield ------------------------------------------------------- AVAILABLE-FOR-SALE SECURITIES U.S. government and agency securities due Less than 1 year ..................... $ 93,911 $ 1,801 $ -- $ 95,712 7.48% 1 to 5 years ......................... 139,903 2,151 (103) 141,951 6.80 5 to 10 years ........................ 15,187 767 -- 15,954 6.98 Over 10 years ........................ 9,278 3,384 -- 12,662 10.41 ------------------------------------------------------- 258,279 8,103 (103) 266,279 7.19 ------------------------------------------------------- HELD-TO-MATURITY SECURITIES Tax-exempt municipal bonds due 1 to 5 years ......................... 9,651 806 -- 10,457 6.90 Over 10 years ........................ 13,820 1,126 -- 14,946 6.26 ------------------------------------------------------- 23,471 1,932 -- 25,403 6.52 ------------------------------------------------------- $ 281,750 $ 10,035 $(103) $ 291,682 7.13% =======================================================
September 30, 1996 -------------------------------------------------------------------------------------------------- (In thousands) Gross Unrealized Amortized ----------------------- Fair Cost Gains Losses Value Yield ------------------------------------------------------- AVAILABLE-FOR-SALE SECURITIES U.S. government and agency securities due Less than 1 year ..................... $ 68,717 $ 130 $ (18) $ 68,829 7.96% 1 to 5 years ......................... 177,705 2,035 (867) 178,873 6.74 5 to 10 years ........................ 15,215 332 -- 15,547 6.98 Over 10 years ........................ 9,278 3,011 -- 12,289 10.41 ------------------------------------------------------- 270,915 5,508 (885) 275,538 7.19 ------------------------------------------------------- HELD-TO-MATURITY SECURITIES Tax-exempt municipal bonds due 1 to 5 years ......................... 2,000 145 -- 2,145 7.80 5 to 10 years ........................ 7,652 756 -- 8,408 6.67 Over 10 years ........................ 13,816 600 (2) 14,414 6.26 ------------------------------------------------------- 23,468 1,501 (2) 24,967 6.52 ------------------------------------------------------- $ 294,383 $ 7,009 $ (887) $ 300,505 7.13% =======================================================
There were no sales of investment securities during 1997. Proceeds from sales of investment securities in the available-for-sale portfolio during 1996 and 1995 were $29.6 million and $31.8 million, respectively. The Company realized no gains during 1997 and 1996 and realized gains of $912,000 in 1995. The Company had losses on sales of $401,000 and $39,000, respectively, during 1996 and 1995. Investment securities with a book value of $3.3 million and a fair value of $4.4 million at September 30, 1997 were pledged to secure public deposits. NOTE D MORTGAGE-BACKED SECURITIES
September 30, 1997 ------------------------------------------------------------------------------------------ (In thousands) Gross Unrealized Amortized --------------------- Fair Cost Gains Losses Value Yield ------------------------------------------------------ AVAILABLE-FOR-SALE SECURITIES GNMA pass-through certificates $ 20,214 $ 53 $ (247) $ 20,020 6.93% FNMA pass-through certificates 26,313 2,243 -- 28,556 8.51 FHLMC pass-through certificates 189,464 9,016 (952) 197,528 7.67 FHLMC ......................... 67,577 5,164 (1,527) 71,214 6.92 FNMA .......................... 37,157 2,771 (1,199) 38,729 6.91 Private issues ................ 27,128 2,036 (920) 28,244 6.71 Forward Commitments ........... -- 21,562 -- 21,562 ----------------------------------------------------- $ 367,853 42,845 (4,845) 405,853 7.39 ----------------------------------------------------- HELD-TO-MATURITY SECURITIES GNMA pass-through certificates 336 31 (1) 366 9.37 FNMA pass-through certificates 16,577 641 (20) 17,198 8.12 FHLMC pass-through certificates 523,249 13,006 (2,266) 533,989 7.39 Private issues ................ 1,114 54 -- 1,168 8.00 ----------------------------------------------------- 541,276 13,732 (2,287) 552,721 7.42 ----------------------------------------------------- $ 909,129 $ 56,577 $(7,132) $958,574 7.41% =====================================================
14 17 MORTGAGE-BACKED SECURITIES (CONTINUED)
September 30, 1996 ------------------------------------------------------------------------------------------ (In thousands) Gross Unrealized Amortized --------------------- Fair Cost Gains Losses Value Yield --------- --------- --------- --------- ---- AVAILABLE-FOR-SALE SECURITIES FNMA pass-through certificates $ 29,879 $ 1,892 $ -- $ 31,771 8.71% FHLMC pass-through certificates 211,902 6,095 (1,979) 216,018 7.80 Forward commitments ........... -- 10,288 -- 10,288 ------------------------------------------------------ 241,781 18,275 (1,979) 258,077 7.91% ------------------------------------------------------ HELD-TO-MATURITY SECURITIES GNMA pass-through certificates 475 39 (3) 511 9.47 FNMA pass-through certificates 19,070 789 (269) 19,590 8.51 FHLMC pass-through certificates 587,612 5,632 (10,147) 583,097 7.43 Private issues ................ 1,371 113 -- 1,484 8.67 ------------------------------------------------------ 608,528 6,573 (10,419) 604,682 7.47 ------------------------------------------------------ $ 850,309 $ 24,848 $ (12,398) $ 862,759 7.60% ======================================================
Proceeds from sales of mortgage-backed securities in the available-for-sale portfolio during 1997, 1996 and 1995 were $119.8 million, $77.5 million and $34.2 million, respectively. The Company realized gains of $1.1 million, $3.4 million and $3.6 million during 1997, 1996 and 1995, respectively. The Company had losses on sales of $158,000 and $1.5 million during 1997 and 1996, respectively. There were no losses on sales recorded during 1995. Available-for-sale mortgage-backed securities with a book value of $83.6 million and a fair value of $89.1 million at September 30, 1997 were pledged to secure public deposits, securities sold under agreements to repurchase and other borrowings. Mortgage-backed securities categorized as held-to-maturity with a fair market value of approximately $232,582,000 were pledged as collateral on September 30, 1997 for securities sold under agreements to repurchase (see Note L), or secured repurchase agreements with customers (see Note J). Substantially all mortgage-backed securities have contractual due dates which exceed ten years. The Company enters into forward contracts to purchase mortgage-backed securities as part of its interest rate risk management program. In certain circumstances, the Company may hedge these contracts by entering into forward commitments to sell mortgage-backed securities. The related mortgage-backed securities will be designated as available-for-sale securities upon exercise of the commitments. Forward purchase and sales contracts were as follows:
September 30, 1997 1996 ------------------------------------------------------------------------- (In thousands) Market Market Cost Value Cost Value -------------------------------------- Commitments to purchase ......... $226,271 $248,575 $239,956 $250,244 Commitments to sell ............. 29,202 29,944 -- -- -------------------------------------- $197,069 $218,631 $239,956 $250,244 ======================================
All forward purchase and sales commitments at September 30, 1997 were scheduled to be executed before September 30, 1998. The Company acquired the following interest rate swaps in the merger with Metropolitan Bancorp. The book value of pledged collateral at September 30, 1997 was $2.7 million. No interest rate swap agreements were purchased, terminated or expired during the year ended September 30, 1997. Scheduled maturities of interest rate swap agreements were as follows:
Notional Long-term Short term(1) Fair September 30, 1997 Amount receipt rate payment rate Value - ---------------------------------------------------------------------------------------------------------------- (Dollars in thousands) Designated against adjustable rate mortgage-backed securities: Due less than 3 years ....................... $60,000 5.07 5.59 $ (595)
(1) The rate of each agreement is tied to the 1 year constant maturity U.S. Treasury index. Each swap reprices on an annual basis. Financial data pertaining to the net cost, weighted average net effective cost and the level of interest swap agreements follows:
Year ended September 30, 1997 ----------------------------------------------------------------------------------------------------- (Dollars in thousands) Weighted average net cost at end of year ............................................. -0.52% Weighted average net cost during the year ............................................ -0.38% Monthly average notional amount of interest rate swap agreements ..................... $60,000 Maximum notional amount of interest rate swap agreement at any month end ............. 60,000 Net cost included with adjustable rate mortgage-backed securities during the year..... 226
15 18 - -------------------------------------------------------------------------------- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE E LOANS RECEIVABLE
September 30, 1997 1996 -------------------------------------------------------------- (In thousands) Conventional real estate Permanent single-family residential $3,521,466 $3,158,644 Income property ................... 242,157 119,437 Land .............................. 158,706 172,146 Construction ...................... 542,394 548,302 Other ................................ 5,043 5,064 ---------------------- 4,469,766 4,003,593 ---------------------- Less Allowance for possible losses ..... 24,623 15,182 Discount on loans ................. 14,185 7,796 Loans in process .................. 210,849 227,393 Deferred loan origination fees .... 29,333 30,206 ---------------------- 278,990 280,577 ---------------------- $4,190,776 $3,723,016 ======================
The Company originates adjustable and fixed interest rate loans, which at September 30, 1997, consisted of the following:
Fixed Rate ----------------------------------------------------------- (In thousands) Term to Maturity Book Value ----------------------------------------------------------- Less than 1 year ............................. $ 116,474 1 to 3 years ................................. 98,734 3 to 5 years ................................. 118,126 5 to 10 years ................................ 49,424 10 to 20 years ............................... 488,019 Over 20 years ................................ 2,752,471 ---------- $3,623,248 ==========
Adjustable Rate -------------------------------------------------------- (In thousands) Term to Rate Adjustment Book Value -------------------------------------------------------- Less than 1 year ............................. $671,004 1 to 3 years ................................. 175,514 3 to 5 years ................................. -- 5 to 10 years ................................ -- 10 to 20 years ............................... -- Over 20 years ................................ -- -------- $846,518 ========
At September 30, 1997 and 1996, approximately $40,643,000 and $69,051,000 of fixed rate loan origination commitments were outstanding. Loans serviced for others at September 30, 1997 and 1996 were approximately $119,897,000 and $112,638,000, respectively. Permanent loans represented approximately 84% of all loans outstanding. Approximately 93% of the permanent loans are fixed rate with an average maturity of approximately 21 years. Permanent single family residential loans receivable included adjustable rate loans of $177,374,000 and $66,987,000 at September 30, 1997 and 1996, respectively. These loans have interest rate adjustment limitations and are generally indexed to the 1-year Treasury Bill rate or the monthly weighted average cost of funds for Eleventh District savings institutions as published by the FHLB. Loans by geographic concentration were as follows:
September 30, 1997 Washington Idaho Oregon Utah Arizona Other Total ------------------ ---------- ---------- ---------- ---------- ---------- ---------- ---------- (In thousands) Conventional real estate Permanent single-family residential ........ $1,877,719 $ 432,423 $ 601,715 $ 504,527 $ 76,193 $ 28,889 $3,521,466 Income property ....... 130,886 27,383 27,195 18,048 3,133 35,512 242,157 Land .................. 96,364 14,348 11,489 17,195 18,278 1,032 158,706 Construction .......... 273,527 57,730 118,069 59,485 31,824 1,759 542,394 Other .................... 3,965 561 25 123 -- 369 5,043 ---------------------------------------------------------------------------------- $2,382,461 $ 532,445 $ 758,493 $ 599,378 $ 129,428 $ 67,561 $4,469,766 ==================================================================================
At September 30, 1997 the Company's recorded investment in impaired loans was $10.0 million of which $6.3 million had allocated reserves of $2.2 million. At September 30, 1996 the Company's recorded investment in impaired loans was $7.2 million of which $2.0 million had allocated reserves of $995,000. The average balance of impaired loans during 1997 and 1996 was $13.7 million and $6.0 million and interest income from impaired loans was $368,000 and $93,000, respectively. 16 19 NOTE F ALLOWANCE FOR LOSSES ON LOANS
Year ended September 30, 1997 1996 1995 -------------------------------------------------------------------------- (In thousands) Balance at beginning of year ............. $15,182 $11,651 $11,720 Loss allowances from acquired institutions 11,198 -- 281 Provision for loan losses ................ 813 3,828 6,245 Charge-offs .............................. (5,932) (820) (7,330) Recoveries ............................... 3,362 523 735 ----------------------------- Balance at end of year ................... $24,623 $15,182 $11,651 =============================
NOTE G INTEREST RECEIVABLE
September 30, 1997 1996 --------------------------------------------------------------------------- (In thousands) Loans receivable ..................................... $28,741 $25,687 Allowance for uncollected interest on loans receivable (1,708) (1,797) Mortgage-backed securities ........................... 4,844 5,804 Investment securities ................................ 4,506 4,934 ------------------ $36,383 $34,628 ===================
NOTE H PREMISES AND EQUIPMENT
September 30, 1997 1996 ------------------------------------------------------------------------------ (In thousands) Estimated Useful Life ----------- Land ......................................... -- $ 10,767 $ 8,979 Buildings .................................... 25 - 40 43,586 40,671 Leasehold improvements ....................... 7 - 15 4,653 3,927 Furniture, fixtures and equipment ............ 4 - 10 12,181 11,204 ------------------- 71,187 64,781 Less accumulated depreciation and amortization (23,635) (22,896) ------------------- $ 47,552 $ 41,885 ===================
The Company has noncancelable operating leases for branch offices. Rental expense, including amounts paid under month-to-month cancelable leases, amounted to $1,455,000, $1,094,000 and $953,000 in 1997, 1996 and 1995. Future minimum net rental commitments for all noncancelable leases, including maintenance and associated costs, are immaterial. NOTE I REAL ESTATE HELD FOR SALE
September 30, 1997 1996 ----------------------------------------------------------------------------- (In thousands) Acquired for development .................................. $10,850 $13,074 Acquired in settlement of loans ........................... 5,328 4,624 Acquired from purchased institutions in settlement of loans 14,011 15,793 ---------------- $30,189 $33,491 ================
17 20 - -------------------------------------------------------------------------------- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE J CUSTOMER ACCOUNTS
September 30, 1997 1996 ----------------------------------------------------------------------- (In thousands) Checking accounts, 3.00% and under .......... $ 88,811 $ 75,781 Passbook and statement accounts, 3.50% ...... 177,843 175,307 Insured money market accounts, 2.90% to 4.04% 399,056 342,013 Certificate accounts Less than 4.00% .......................... 230 808 4.00% to 4.99% ........................... 17,009 140,825 5.00% to 5.99% ........................... 1,974,727 1,579,802 6.00% to 6.99% ........................... 239,375 108,226 7.00% and over ........................... 8,320 1,123 ----------------------- Total certificates .......................... 2,239,661 1,830,784 ----------------------- Repurchase agreements with customers ........ 72,660 56,335 ----------------------- $2,978,031 $2,480,220 =======================
Certificate maturities were as follows:
September 30, 1997 1996 ----------------------------------------------------------------------- (In thousands) Less than 1 year ............................ $1,778,943 $1,603,957 1 to 2 years ................................ 395,607 172,577 2 to 3 years ................................ 18,660 27,575 Over 3 years ................................ 46,451 26,675 ----------------------- $2,239,661 $1,830,784 =======================
Interest expense on customer accounts consisted of the following:
Year ended September 30, 1997 1996 1995 -------------------------------------------------------------------------------------------- (In thousands) Checking accounts .................................. $ 2,006 $ 1,734 $ 1,735 Passbook and statement accounts .................... 6,371 6,267 7,036 Insured money market accounts ...................... 15,391 13,137 10,549 Certificate accounts ............................... 116,232 105,634 93,542 ------------------------------------- 140,000 126,772 112,862 Repurchase agreements with customers ............... 3,059 3,481 2,924 ------------------------------------- 143,059 130,253 115,786 Less early withdrawal penalties .................... (375) (349) (438) ------------------------------------- $ 142,684 $ 129,904 $ 115,348 ===================================== Weighted average interest rate at end of year ...... 5.18% 4.93% 5.51% Weighted daily average interest rate during the year 5.06% 5.24% 5.00%
During fiscal 1996, the Deposit Insurance Fund Act of 1996 was enacted calling for a special assessment to capitalize the Savings Association Insurance Fund ("SAIF"). The special assessment rate was 65.7 basis points of SAIF-insured institutions' March 31, 1995 reported deposits. Accordingly, the Association recorded a one-time pre-tax charge of $15,026,000 before an offsetting tax benefit of $5,485,000 during the fourth quarter of fiscal 1996. The special assessment was paid during the first quarter of fiscal 1997. The Association's annual SAIF premium rates were reduced beginning January 1, 1997 from 23 basis points to 6.5 basis points. 18 21 NOTE K FHLB ADVANCES FHLB advances had weighted average interest rates at September 30, 1997 and 1996 of 5.51% and 5.48%, respectively. Maturity dates of advances were as follows:
September 30, 1997 1996 ----------------------------------------------------------------------- (In thousands) FHLB advances due Less than 1 year ......................... $1,248,500 $1,112,000 1 to 2 years ............................. 152,500 50,000 4 to 5 years ............................. 200,000 -- ----------------------- $1,601,000 $1,162,000 =======================
FHLB advances are collateralized as provided for in the Advance, Pledge and Security Agreements with the FHLB, by all FHLB stock owned by the Association, deposits with the FHLB and certain mortgages or deeds of trust securing such properties as provided in the agreements with the FHLB. As a member of the FHLB of Seattle, the Association currently has a credit line of 35 percent of the total assets of the Association, subject to collateralization requirements. NOTE L OTHER BORROWINGS
September 30, 1997 1996 ---------------------------------------------------------------------------------------- (In thousands) Securities sold under agreements to repurchase Due within 30 days ............................................ $287,544 $427,496 After 30 but within 90 days ................................... -- 159,053 ------------------- 287,544 586,549 ------------------- Other borrowings Credit facility, weighted average rate of 5.84% and 5.72%, due October 4, 1997 ............................................... 1,000 11,000 Federal funds purchased, weighted average rate of 6.38% and 6.00%, due on demand ................................................. 15,000 200,000 ------------------- $303,544 $797,549 ===================
The Company has a $40,000,000 credit facility with another financial institution which expires February 28, 1998. The credit facility bears interest at the London Interbank Offering Rate ("LIBOR") plus 25 basis points. There was $1,000,000 outstanding on this credit facility at September 30, 1997. The Company enters into sales of securities under agreements to repurchase (reverse repurchase agreements). Fixed-coupon reverse repurchase agreements are treated as financings, and the obligations to repurchase securities sold are reflected as a liability in the Consolidated Statements of Financial Condition. During the two years ended September 30, 1997, all of the Company's transactions were fixed-coupon reverse repurchase agreements. The dollar amount of securities underlying the agreements remain in the asset accounts. The securities pledged are registered in the Company's name and principal and interest payments are received by the Company; however, the securities are held by the designated trustee of the broker. Upon maturity of the agreements the identical securities pledged as collateral will be returned to the Company. Financial data pertaining to the weighted average cost and the amount of securities sold under agreements to repurchase were as follows:
September 30, 1997 1996 1995 ------------------------------------------------------------------------------------------------ (In thousands) Weighted average interest rate at end of year ........ 5.81% 5.47% 5.83% Weighted daily average interest rate during the year . 5.44% 5.76% 5.92% Daily average of securities sold under agreements to repurchase ..................................... $ 569,203 $ 831,676 $ 862,623 Maximum securities sold under agreements to repurchase at any month end .................................. 822,904 971,173 1,009,334 Interest expense during the year ..................... 30,944 47,905 51,028
Statement of Financial Accounting Standards ("SFAS") No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" ("SFAS No. 125"), was issued in June 1996 and established, among other things, new criteria for determining whether a transfer of financial assets in exchange for cash or other consideration should be accounted for as a sale or as a pledge of collateral in a secured borrowing. As issued, SFAS No. 125 is effective for all transfers and servicing of financial assets and extinguishments of liabilities occuring after December 31, 1996. In December 1996, the FASB issued SFAS No. 127, "Deferral of the Effective Date of Certain Provisions of FASB Statement No. 125" (SFAS No. 127"). In general, SFAS No. 127 defers for one year the effective date of SFAS No. 125. The Company will implement SFAS No. 125, as amended by SFAS No. 127, as required. The adoption is not anticipated to have a material impact on the results of operations or financial condition of the Company. 19 22 - -------------------------------------------------------------------------------- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE M INCOME TAXES The Consolidated Statements of Financial Condition at September 30, 1997 and 1996 include deferred taxes of $53,659,000 and $37,910,000, respectively, that have been provided for the temporary differences between the tax basis and the financial statement carrying amounts of assets and liabilities. The major sources of these temporary differences and their deferred tax effect at September 30, 1997 follow:
September 30, 1997 1996 ---------------------------------------------------------------------------- (In thousands) Deferred tax assets Real estate valuation reserves ...................... $ 3,867 $ 3,941 Discounts ........................................... 109 178 ----------------- Total deferred tax assets ........................... 3,976 4,119 ----------------- Deferred tax liabilities Federal Home Loan Bank stock dividends .............. 14,610 10,545 Loan loss reserves .................................. 15,714 13,993 Valuation adjustment on available-for-sale securities 16,000 7,919 Depreciation ........................................ 3,339 3,255 Loan origination costs .............................. 4,102 4,460 Accrued interest - pre-1985 loans ................... 394 397 Deferred costs from farming operations .............. 849 866 Prepaid expenses .................................... 57 417 Other, net .......................................... 2,570 177 ----------------- Total deferred tax liabilities ...................... 57,635 42,029 ----------------- Net deferred tax liability ............................. $53,659 $37,910 =================
A reconciliation of the statutory federal income tax rate to the effective income tax rate follows:
Year ended September 30, 1997 1996 1995 -------------------------------------------------------------------- Statutory income tax rate ................... 35% 35% 35% Tax-exempt interest ......................... -- (1) (1) State income tax ............................ 2 3 3 Other, net .................................. (1) (1) (1) ------------------- Effective income tax rate ................... 36% 36% 36% ===================
For tax years beginning prior to January 1, 1996, a qualified thrift institution was allowed a bad debt deduction based on a percentage of taxable income or on actual experience. The Association used the percentage of taxable income method in tax years 1996 and 1995. The Small Business Job Protection Act of 1996 ("the Act") requires qualified thrift institutions, such as the Association to recapture the portion of their tax bad debt reserves that exceeds the September 30, 1988 balance. Such recaptured amounts are to be taken into ordinary income ratably over a six-year period beginning in 1997. Accordingly, the Company will have to pay approximately $2,664,000 in additional federal income taxes, all of which has been previously provided for, each year of the six-year period due to the Act. The Act also repeals the reserve method of accounting for tax bad debt deductions and requires thrifts to calculate the tax bad debt deduction based on actual current loan losses. A deferred tax liability has not been recognized for the tax bad debt base year reserves of the Association. The base year reserves are the balance of reserves as of September 30, 1988 reduced proportionately for reductions in the Association's loan portfolio since that date. At September 30, 1997, the amount of those reserves was approximately $4,017,000. The amount of the unrecognized deferred tax liability at September 30, 1997 was approximately $1,406,000. The Company has been examined by the Internal Revenue Service through the year ended September 30, 1990. There were no material changes made to the Company's taxable income as originally reported. NOTE N PROFIT SHARING RETIREMENT AND EMPLOYEE STOCK OWNERSHIP PLAN The Company maintains a Profit Sharing Retirement and Employee Stock Ownership Plan (the "Plan") for the benefit of its employees. Contributions are made semi-annually as approved by the Board of Directors. Such amounts are not in excess of amounts permitted by the Employee Retirement Income Security Act. Employees may contribute up to 7% of their base salaries to the Plan or 10% of their base salaries on a tax-deferred basis through the 401(k) provisions of the Plan with a combined maximum of 12%. Under provisions of the Plan, employees are eligible to participate on the date of hire and become vested in the Company's contributions following seven years of service. During August 1995, the Company received a favorable determination from the Internal Revenue Service to include an Employee Stock Ownership feature as part of the Plan. Contributions to the Plan amounted to $1,654,000, $1,497,000, and $1,351,000, for the years ended September 30, 1997, 1996 and 1995, respectively. 20 23 NOTE O STOCK OPTION PLANS The Company has three employee stock option plans which provide a combination of stock options, stock appreciation rights and stock grants. Stockholders authorized 4,020,675; 1,268,276 and 2,090,000 unissued shares of common stock to be reserved pursuant to the 1982 Employee Stock Compensation Program (the "1982 Plan"), the 1987 Stock Option and Stock Appreciation Rights Plan (the "1987 Plan") and the 1994 Stock Option and Stock Appreciation Rights Plan (the "1994 Plan"), respectively. The 1987 Plan and 1994 Plan are substantially similar to the 1982 Plan, but incorporate changes in the Internal Revenue Code affecting incentive stock options and do not provide for the grant of performance share awards. Options granted under each plan are exercisable at varying percentages commencing as early as three years after the date of grant, with expiration dates between six and ten years after the date of grant.
Weighted Average Fair Value of Option Average Price(1) Number(1) Shares Granted - ------------------------------------------------------------------------------------------------------------- Outstanding, October 1, 1994 .. $ 15.23 1,430,624 Granted in 1995 ............... 13.63 154,638 Exercised in 1995 ............. 7.71 (168,049) Forfeited in 1995 ............. 16.55 (119,540) ------------------------------------------------------ Outstanding, September 30, 1995 14.34 1,297,673 Granted in 1996 ............... 18.41 369,261 $ 3.25 Exercised in 1996 ............. 9.43 (132,617) Forfeited in 1996 ............. 15.92 (80,743) ------------------------------------------------------ Outstanding, September 30, 1996 15.74 1,453,574 Granted in 1997 ............... 21.19 120,445 3.81 Exercised in 1997 ............. 13.04 (145,408) Forfeited in 1997 ............. 16.33 (129,305) ------------------------------------------------------ Outstanding September 30, 1997 $ 16.48 1,299,306 ======================================================
(1) Average price and number of stock options granted, exercised and forfeited have been adjusted for 10 percent stock dividends in the second quarter of both 1997 and 1996, which had the effect of an eleven-for-ten stock split. Financial data pertaining to outstanding stock options were as follows:
September 30, 1997 -------------------------------------------------------------------------------------------------------------- Weighted Weighted Weighted Average Average Average Number of Exercisable Price Ranges of Number of Remaining Exercise Price of Exercisable of Exercisable Exercise Prices Option Shares Contractual Life Options Shares Option Shares Option Shares -------------------------------------------------------------------------------------------------------------- $ 6.42 - 8.35 33,616 1.2 years $ 7.55 33,616 $ 7.55 10.58 - 15.82 605,865 6.4 14.58 149,597 14.83 16.50 - 21.02 654,825 7.3 18.62 56,052 17.64 25.00 5,000 9.7 25.00 -- -- ------------------------------------------------------------------------------------------ 1,299,306 6.7 years $16.47 239,265 $14.47 ==========================================================================================
In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-based Compensation" ("SFAS No. 123"). SFAS No. 123 requires expanded disclosures of stock-based compensation arrangements with employees and encourages application of the fair value recognition provisions in the statement. SFAS No. 123 does not rescind or interpret the existing accounting rules for employee stock-based arrangements. Companies may continue following those rules to recognize and measure compensation as outlined in Accounting Principles Board Opinion Number 25 ("APB No. 25"), but they will now be required to disclose the pro forma amounts of net income and earnings per share that would have been reported had the company elected to follow the fair value recognition provisions of SFAS No. 123. Effective October 1, 1996, the Company adopted the disclosure requirements of SFAS No. 123, but has determined that it will continue to measure its employee stock-based compensation arrangements under the provisions of APB No. 25. Had compensation cost for the Company's compensation plans been determined consistent with SFAS No. 123, the Company's net income attributable to common stock would have been reduced by $220,000 and $558,000 for 1997 and 1996, respectively, and net income per share would have remained the same for 1997 and been reduced $.01 for 1996. The fair value of options granted under the Company's stock option plan is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants in 1997 and 1996: annual dividend yield of 3.25%; expected volatility of 16.43%; risk-free interest rate of 6.00%; and expected life of five years. 21 24 - -------------------------------------------------------------------------------- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE P STOCKHOLDERS' EQUITY In the second quarter of both fiscal 1997 and 1996, the Company declared eleven-for-ten stock splits in the form of a 10 percent stock dividend in addition to the regular quarterly cash dividends on its shares of common stock. The Association is subject to various regulatory capital requirements administered by the Office of Thrift Supervision ("OTS"). Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary action by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Association must meeting specific capital guidelines that involve quantitative measures of the Association's assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Association's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk-weightings and other factors. As of September 30, 1997 and 1996, the OTS categorized the Association as Well Capitalized under the regulatory framework for prompt corrective action. To be categorized as Well Capitalized, the Association must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the institution's categorization.
To be categorized as For capital well capitalized under Actual adequacy purposes prompt corrective ------------------- ------------------- action provisions Amount Ratio Amount Ratio Amount Ratio ------------------------------------------------------------------------------------------------------------------- September 30, 1997 (Dollars in thousands) Total capital to risk-weighted assets .. $608,315 19.67% $247,376 8.00% $309,220 10.00% Tier I capital to risk-weighted assets . 600,395 19.42% NA NA 185,532 6.00% Core capital to adjusted tangible assets 600,395 10.74% NA NA 279,407 5.00% Core capital to total assets ........... 600,395 10.74% 167,644 3.00% NA NA Tangible capital to tangible assets .... 600,395 10.74% 83,822 1.50% NA NA September 30, 1996 Total capital to risk-weighted assets .. $508,744 19.22% $211,770 8.00% $264,713 10.00% Tier I capital to risk-weighted assets . 511,836 19.34% NA NA 158,828 6.00% Core capital to adjusted tangible assets 511,836 10.16% NA NA 251,772 5.00% Core capital to total assets ........... 511,836 10.16% 151,063 3.00% NA NA Tangible capital to tangible assets .... 511,836 10.16% 75,531 1.50% NA NA
At periodic intervals, the OTS and the Federal Deposit Insurance Corporation ("FDIC") routinely examine the Company's financial statements as part of their legally prescribed oversight of the savings and loan industry. Based on their examinations, these regulators can direct that the Company's financial statements be adjusted in accordance with their findings. The extent to which forthcoming regulatory examinations may result in adjustments to the financial statements cannot be determined; however, no adjustments were proposed as a result of the most recent OTS examination which concluded in February 1997. SFAS No. 128, "Earnings per Share" ("SFAS No. 128") was issued in February, 1997. SFAS No. 128 simplifies the standards found in Accounting Principles Board Opinion No. 15 ("APB No. 15") for computing earnings per share ("EPS"), and makes them comparable to international standards. Under SFAS No. 128, the Company is required to present both basic and diluted EPS on the face of its statements of operations. Basic EPS, which replaces primary EPS required by APB No. 15 for entities with complex capital structures, excludes common stock equivalents and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS gives effect to all dilutive potential common shares that were outstanding during the period. SFAS No. 128 is effective after December 15, 1997. Upon adoption of SFAS No. 128, all prior-period EPS data will be restated. The Company will adopt SFAS No. 128 effective September 30, 1998. Adoption is anticipated not to have a material impact on the Company's financial statements. NOTE Q FAIR VALUES OF FINANCIAL INSTRUMENTS SFAS No. 107, "Disclosures about Fair Value of Financial Instruments" ("SFAS No. 107"), requires disclosure of fair value information about financial instruments, whether or not recognized on the balance sheet, for which it is practicable to estimate that value. SFAS No. 107 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value estimates presented do not reflect the underlying fair value of the Company. Although management is not aware of any factors that would materially affect the estimated fair value amounts presented, such amounts have not been comprehensively revalued for purposes of these financial statements since that date and, therefore, estimates of fair value subsequent to that date may differ significantly from the amounts presented below. 22 25
September 30, 1997 1996 --------------------------------------------------------------------------------------------- (In thousands) Carrying Estimated Carrying Estimated Amount Fair Value Amount Fair Value --------------------------------------------------------- Financial assets Cash ........................ $ 23,444 $ 23,444 $ 19,635 $ 19,635 Available-for-sale securities 672,132 672,132 533,615 533,615 Held-to-maturity securities . 564,747 578,124 631,996 629,649 Loans receivable ............ 4,190,776 4,401,679 3,723,016 3,673,693 FHLB stock .................. 93,584 93,584 64,530 64,530 Financial liabilities Customer accounts ........... 2,978,031 2,986,062 2,480,220 2,484,492 FHLB advances ............... 1,601,000 1,594,196 1,162,000 1,159,468 Other borrowings ............ 303,544 303,544 797,549 797,394 Interest rate swaps ......... -- (595) -- --
The following methods and assumptions were used to estimate the fair value of financial instruments: CASH - The carrying amount of these items is a reasonable estimate of their fair value. INVESTMENT SECURITIES - The fair value is based on quoted market prices or dealer estimates. LOANS RECEIVABLE - For certain homogeneous categories of loans, such as fixed and variable residential mortgages, fair value is estimated using quoted market prices for securities backed by similar loans, adjusted for differences in loan characteristics. The fair value of other loan types is estimated by discounting the future cash flows and estimated prepayments using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining term. Some loan types were valued at carrying value because of their floating rate or expected maturity characteristics. MORTGAGE-BACKED SECURITIES - Estimated fair value for mortgage-backed securities issued by quasi-governmental agencies is based on quoted market prices. The fair value of all other mortgage-backed securities is based on dealer estimates. FHLB STOCK - The fair value is based upon the redemption value of the stock which equates to its carrying value. CUSTOMER ACCOUNTS - The fair value of demand deposits, savings accounts and money market accounts is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated by discounting the estimated future cash flows using the rates currently offered for deposits with similar remaining maturities. FHLB ADVANCES AND OTHER BORROWINGS - The fair value of FHLB advances and other borrowings is estimated by discounting the estimated future cash flows using rates currently available to the Association for debt with similar remaining maturities. INTEREST RATE SWAPS - The market value for interest rate swaps was determined using the discounted cash flow method. 23 26 - -------------------------------------------------------------------------------- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE R FINANCIAL INFORMATION - WASHINGTON FEDERAL, INC. The following Washington Federal, Inc. (parent company only) financial information should be read in conjunction with the other notes to the Consolidated Financial Statements. STATEMENT OF FINANCIAL CONDITION
September 30, 1997 1996 --------------------------------------------------------------------------------------------- (In thousands) ASSETS Cash ............................................................. $ 1,617 $ 1,401 Investment in subsidiaries ....................................... 716,332 586,326 Dividend receivable .............................................. 11,000 9,000 Other assets ..................................................... 725 1,342 ----------------------- Total assets .................................................. $ 729,674 $ 598,069 ======================= LIABILITIES Borrowed money ................................................... $ 1,000 $ 11,000 Dividend payable ................................................. 10,927 9,360 Other liabilities ................................................ 2 7 ----------------------- Total liabilities ............................................. 11,929 20,367 ----------------------- STOCKHOLDERS' EQUITY Common stock, $1.00 par value: 100,000,000 shares authorized - 51,137,889 and 44,011,776 shares issued; 47,508,759 and 40,695,450 shares outstanding .................. 51,138 44,012 Paid-in capital .................................................. 573,241 405,563 Valuation adjustment for available-for-sale securities, net of tax 30,000 13,000 Treasury stock, at cost - 3,629,130 and 3,316,326 shares ......... (68,266) (68,499) Retained earnings ................................................ 131,632 183,626 ----------------------- Total stockholders' equity .................................... 717,745 577,702 ----------------------- Total liabilities and stockholders' equity .................... $ 729,674 $ 598,069 =======================
STATEMENT OF OPERATIONS Year ended September 30, 1997 1996 ----------------------------------------------------------------------------------------------- (In thousands) INCOME Dividends from subsidiary .......................................... $ 52,000 $ 77,000 EXPENSE Borrowings ......................................................... 240 559 Other .............................................................. 270 3 -------------------- Total expense ...................................................... 510 562 -------------------- Net income before equity in undistributed net income of subsidiaries 51,490 76,438 Equity in undistributed net income of subsidiaries .................... 53,375 3,252 -------------------- Income before income taxes ............................................ 104,865 79,690 Income tax benefit .................................................... 185 205 -------------------- Net Income ............................................................ $105,050 $ 79,895 ====================
24 27
STATEMENT OF CASH FLOWS Year ended September 30, 1997 1996 -------------------------------------------------------------------------------- (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES Net income .......................................... $ 105,050 $ 79,895 Adjustments to reconcile net income to net cash provided by operating activities Equity in undistributed net income of subsidiaries (53,375) (3,252) Increase in other assets ......................... (952) (1,342) Increase (decrease) in other liabilities ......... (5) 422 ----------------------- Net cash provided by operating activities ........ 50,718 75,723 CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in short-term borrowings ........ (10,000) 6,000 Issuance of common stock through stock option plan .. 350 778 Treasury stock (purchased) issued ................... 1,839 (46,087) Dividends ........................................... (42,691) (37,813) ----------------------- Net cash used by financing activities ............ (50,502) (77,122) ----------------------- Increase (decrease) in cash ...................... 216 (1,399) Cash at beginning of year ........................ 1,401 2,800 ----------------------- Cash at end of year .............................. $ 1,617 $ 1,401 =======================
NOTE S SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) The following is a summary of the unaudited interim results of operations by quarter:
First Second Third Fourth Year ended September 30, 1997 Quarter Quarter Quarter Quarter --------------------------------------------------------------------------------------- (Dollars in thousands, except per share data) Interest income .................... $108,810 $116,863 $116,281 $117,053 Interest expense ................... 60,981 64,993 65,400 66,073 ----------------------------------------------- Net interest income ................ 47,829 51,870 50,881 50,980 Provision for loan losses .......... 229 184 201 199 Other operating income ............. 964 814 1,426 1,873 Other operating expense ............ 10,848 10,994 10,666 9,978 ----------------------------------------------- Income before income taxes ......... 37,716 41,506 41,440 42,676 Income taxes ....................... 13,615 15,100 14,425 15,148 ----------------------------------------------- Net income ......................... $ 24,101 $ 26,406 $ 27,015 $ 27,528 =============================================== Net income per share ............... $ .53 $ .55 $ .56 $ .57 =============================================== Return on average assets ........... 1.76% 1.82% 1.89% 1.93% ===============================================
First Second Third Fourth Year ended September 30, 1996 Quarter Quarter Quarter Quarter --------------------------------------------------------------------------------------- (Dollars in thousands, except per share data) Interest income .................... $ 96,840 $100,084 $102,992 $104,295 Interest expense ................... 57,504 56,931 56,939 57,371 ----------------------------------------------- Net interest income ................ 39,336 43,153 46,053 46,924 Provision for loan losses .......... 483 301 1,276 1,768 Other operating income ............. 1,737 1,252 1,828 1,100 Other operating expense ............ 8,780 9,595 9,589 25,141 ----------------------------------------------- Income before income taxes ......... 31,810 34,509 37,016 21,115 Income taxes ....................... 11,556 12,700 13,546 6,753 ----------------------------------------------- Net income ......................... $ 20,254 $ 21,809 $ 23,470 $ 14,362 =============================================== Net income per share ............... $ .43 $ .46 $ .50 $ .32 =============================================== Return on average assets ........... 1.73% 1.79% 1.87% 1.13% ===============================================
25 28 - -------------------------------------------------------------------------------- SELECTED FINANCIAL DATA
Year ended September 30, 1997 1996 1995 1994 1993 -------------------------------------------------------------------------------------------------------- (In thousands, except per share data) Interest income ....................... $ 459,007 $ 404,211 $ 343,766 $ 287,577 $ 275,345 Interest expense ...................... 257,447 228,745 188,253 121,114 116,677 ------------------------------------------------------------- Net interest income ................... 201,560 175,466 155,513 166,463 158,668 Provision for loan losses ............. 813 3,828 6,245 401 2,731 Other income .......................... 5,077 5,917 9,704 8,359 12,852 Other expense ......................... 42,486 53,105 35,883 32,034 29,656 ------------------------------------------------------------- Income before income taxes and extraordinary loss ........... 163,338 124,450 123,089 142,387 139,133 Income taxes .......................... 58,288 44,555 44,746 49,600 45,843 Extraordinary loss, net of tax benefit -- -- -- -- (2,122) ------------------------------------------------------------- Net income ......................... $ 105,050 $ 79,895 $ 78,343 $ 92,787 $ 91,168 ============================================================= Per share data Net income before extraordinary loss $ 2.21 $ 1.71 $ 1.63 $ 1.91 $ 1.92 Extraordinary loss, net of income tax benefit ............... -- -- -- -- (.04) ------------------------------------------------------------- Net income ......................... $ 2.21 $ 1.71 $ 1.63 $ 1.91 $ 1.88 ------------------------------------------------------------- Cash dividends ..................... $ .90 $ .82 $ .74 $ .68 $ .62 =============================================================
September 30, 1997 1996 1995 1994 1993 ---------------------------------------------------------------------------------------------------------- (In thousands) Total assets ....................... $5,719,589 $5,114,978 $4,577,402 $3,830,053 $3,159,267 Loans and mortgage-backed securities 5,137,905 4,589,621 4,114,881 3,400,583 2,775,941 Investment securities .............. 289,750 299,006 256,661 195,165 168,847 Customer accounts .................. 2,978,031 2,480,220 2,445,335 2,281,751 2,216,381 FHLB advances ...................... 1,601,000 1,162,000 527,000 310,100 336,000 Other borrowings ................... 303,544 797,549 957,087 624,604 60,000 Stockholders' equity ............... 717,745 577,702 575,929 546,773 486,183 Number of Customer accounts ............... 180,957 160,968 161,295 153,000 148,204 Mortgage loans .................. 41,820 39,570 35,641 32,057 32,552 Offices ......................... 104 93 87 82 74
26 29 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Board of Directors Washington Federal, Inc. Seattle, Washington We have audited the accompanying consolidated statements of financial condition of Washington Federal, Inc. and subsidiaries as of September 30, 1997 and 1996, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended September 30, 1997. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 1997 and 1996, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 1997 in conformity with generally accepted accounting principles. /S/ DELOITTE & TOUCHE LLP DELOITTE & TOUCHE LLP Seattle, Washington October 20, 1997 - -------------------------------------------------------------------------------- GENERAL CORPORATE AND STOCKHOLDERS' INFORMATION Corporate 425 Pike Street Headquarters Seattle, Washington 98101 (206) 624-7930 Independent Deloitte & Touche, LLP Accountants Seattle, Washington Special Counsel Elias, Matz, Tiernan & Herrick LLP Washington, D.C. Transfer Agent, Stockholder inquiries regarding transfer Registrar and requirements, cash or stock dividends, lost Dividend certificates, consolidating records, correcting Disbursing a name or changing an address should be Agent directed to the transfer agent: ChaseMellon Shareholder Services, L.L.C. Shareholder Relations Department 85 Challenger Road Ridgefield Park, NJ 07660 Telephone: 1-800-356-2017 Annual Meeting The annual meeting of stockholders will be held on January 28, 1998, at 2 p.m. at the Westin Hotel, 1900 Fifth Avenue, Seattle, Washington. Form 10-K This report is available to stockholders of record upon written request to: Cathy Cooper Assistant Vice President Washington Federal, Inc. 425 Pike Street Seattle, Washington 98101 Stock Information Washington Federal, Inc. is traded on the NASD National Market. The common stock symbol is WFSL. At September 30, 1997, there were approximately 3,094 shareholders of record.
Stock Prices ----------------------- Quarter Ended High Low Dividends ---------------------------------------------------------------------- December 31, 1995 21 5/8 18 3/8 20 March 31, 1996 21 3/8 18 3/4 20 June 30, 1996 20 1/8 18 3/8 21 September 30, 1996 21 1/2 17 1/2 21 December 31, 1996 25 3/8 20 7/8 22 March 31, 1997 28 1/8 22 3/4 22 June 30, 1997 28 1/4 22 3/8 23 September 30, 1997 30 1/4 25 3/16 23
All prices shown have been adjusted for stock splits Market Makers: Dain, Bosworth, Inc. Dean Witter Reynolds Inc. Fox-Pitt, Kelton Inc. Herzog, Heine, Geduld, Inc. Keefe, Bruyette & Woods, Inc. Knight Securities L.P. Lehman Brothers, Inc. Mayer & Schweitzer, Inc. Merrill Lynch, Pierce, Fenner & Smith Inc. Nationsbanc Montgomery Securities Piper Jaffray Companies, Inc. Ragen MacKenzie, Inc. Sherwood Securities Corp. Smith Barney, Inc. Troster Singer Corp. 27 30 - -------------------------------------------------------------------------------- DIRECTORS, OFFICERS AND OFFICES CORPORATE EXECUTIVE HUMAN RESOURCES HEADQUARTERS MANAGEMENT COMMITTEE ARLINE FONDA 425 Pike Street Vice President Seattle, WA 98101 WILLIAM A. CASSELS (206) 624-7930 Executive Vice President KAREN CARLSON BOARD OF LAWRENCE D. BOBBY FASSIO DIRECTORS CIERPISZEWSKI GUY C. PINKERTON Executive Vice President INTERNAL AUDIT Chairman, President and BARBARA A. Chief Executive Officer PATRICK F. PATRICK MURPHY Executive Vice President E.W. MERSEREAU, JR. LOAN OPERATIONS Vice Chairman GUY C. PINKERTON MICHAEL BUSH Chairman, President and Vice President JOHN F. CLEARMAN Chief Executive Officer Retired, Former LEANN BURKE President and Chief CHARLES R. Executive Officer, RICHMOND LOAN SERVICING NC Machinery Co. Executive Vice President TERRY O. and Secretary PERMENTER H. DENNIS HALVORSON Vice President Retired, Former Chief RONALD L. SAPER Executive Officer, Executive Vice President VIVIAN L. YORITA United Bank and Chief Financial Vice President and Officer Assistant Manager KERMIT O. HANSON Dean Emeritus DEPARTMENT MIKE CULALA University of Washington OFFICERS Graduate School of LOIS L. Business Administration ACCOUNTING KRISTJANSSON KEITH D. TAYLOR W. ALDEN HARRIS C.P.A. MARY TOMLINSON Former Executive Senior Vice President Vice President and Treasurer LEGAL, REGULATORY and Compliance ANNA C. JOHNSON JOESEPH R. RUNTE JOSEPH M. VINCENT Senior Partner Vice President and Vice President Scan East West Travel Controller MANUALS/TRAINING RICHARD C. REED MARTINE ANDREWS LINDA NICHOLL Management Consultant Assistant Manager Altman Weil Pensa MARKETING AND KAREN MEFFORD INVESTOR RELATIONS CHARLES R. RICHMOND CATHY COOPER Executive Vice President APPRAISAL Assistant Vice President and Secretary EILEEN E. HIRAMI Vice President MULTI-FAMILY LOANS DIRECTOR TOBIAS W. EMERITUS JAMES N. IBABAO WASHINGTON HAROLD C. KEAN Vice President CONSTRUCTION AND LAND LOANS PERMANENT LOAN LORELEI G. STOVES PRODUCTION Senior Vice President JANE A. NOGLE Senior Vice President DEPOSIT OPERATIONS BEN A. WHITMARSH COLLEEN WELLS Vice President Assistant Vice President and Divisional Loan CAROLYN J. LOBDELL Brokerage Manager Assistant Vice President and Assistant Manager CHRISTA TULLY Assistant Divisional MARTY DAVIES Loan Brokerage Manager FACILITIES QUALITY CONTROL KELLY PERNELA NANCY C. ELLWEIN Manager Vice President SAVINGS SOUTHERN CENTRAL ADMINISTRATION WASHINGTON OREGON CYNTHIA L. ARNOLD Vice President 29 Office Locations 16 Office Locations REGION MANAGERS Division Manager SPECIAL CREDITS JAMES E. CADY NATE LOWE JACK B. JACOBSON Vice President Senior Vice President Vice President DALE B. CULVER Vice President PORTLAND, GEORGE W. CORLEY E. CRAIG WILSON OREGON Vice President Vice President 7 Office Locations SUBSIDIARIES NORTHERN Region Manager WASHINGTON WILLIAM V. READ FIRST INSURANCE Vice President AGENCY, INC. 10 Office Locations 406 South Second Street Division Manager UTAH Mount Vernon, WA 98273 DOUGLAS A. ROWELL 1-800-562-2555 Senior Vice President 11 Office Locations (360) 336-9630 Division Manager MICHAEL L. MINOR WESTERN RICHARD FISHER President IDAHO Vice President WASHINGTON 15 Office Locations PHOENIX, Services, Inc. Division Manager ARIZONA 425 Pike Street ROBERT P. LINK Seattle, WA 98101 Senior Vice President 4 Office Locations (206) 624-7930 Division Manager EASTERN RON SHERIDAN IDAHO Vice President 4 Office Locations TUCSON, Region Manager ARIZONA LARRY WADSWORTH Vice President 8 Office Locations Division Manager PATTY MCCARTHY-HOWARD Senior Vice President 28 EX-23 3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 1 38 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information required herein is incorporated by reference to page 17 of the proxy statement dated December 23, 1997. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a)(1) The following financial statements are incorporated herein by reference from pages 8 through 25 and page 27 of the Annual Report. Report of Independent Certified Public Accountants Consolidated Statements of Financial Condition as of September 30, 1997 and 1996 Consolidated Statements of Operations for each of the years in the three-year period ended September 30, 1997 Consolidated Statements of Stockholders' Equity for each of the years in the three-year period ended September 30, 1997 Consolidated Statements of Cash Flows for each of the years in the three-year period ended September 30, 1997 Notes to Consolidated Financial Statements (a)(2) There are no financial statement schedules filed herewith. (a)(3) The following exhibits are filed as part of this report.
No. Exhibit Page - --- ------- ---- 3.1 Articles of Incorporation of the Company (1) 3.2 Bylaws of the Company (1) 4 Specimen Common Stock Certificate (1) 10.1 1982 Employee Stock Compensation Program* (1) 10.2 1987 Stock Option and Stock Appreciation Rights Plan* (1) 10.3 1994 Stock Option and Stock Appreciation Rights Plan* (1) 13 Annual Report to Stockholders 21 Subsidiaries of the Company - Reference is made to Item 1, "Business - Subsidiaries" for the required information -- 23 Consent of Independent Public Accountants
- -------------- * Management contract or compensation plan. EX-27 4 FINANCIAL DATA SCHEDULE
9 YEAR SEP-30-1997 SEP-30-1997 23,444 0 0 0 672,132 564,747 578,124 4,190,776 24,623 5,719,589 2,978,031 1,552,044 119,269 352,500 0 0 624,379 93,366 5,719,589 357,496 101,511 0 459,007 142,684 114,763 201,560 813 938 44,399 163,338 163,338 0 0 105,050 2.21 2.21 8.14 14,789 0 14,772 0 15,182 5,932 3,362 24,623 17,652 0 6,971
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