WESTERFED FINANCIAL CORP
8-K, 1996-08-02
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549



                                    FORM 8-K



                                 CURRENT REPORT



                     Pursuant to Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934



                Date of Report (Date of earliest event reported)
                                  July 26, 1996


- --------------------------------------------------------------------------------
                         WESTERFED FINANCIAL CORPORATION
             (Exact name of Registrant as specified in its Charter)



   Delaware                        0-22772                     81-3899950
- --------------------------------------------------------------------------------
(State or other             (Commission File No.)            (IRS Employer
 jurisdiction of                                             Identification
 incorporation)                                                 Number)


   110 East Broadway, Missoula, Montana                           59802
- --------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)



Registrant's telephone number, including area code:           (406) 721-5254
- --------------------------------------------------------------------------------




                                       N/A
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


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Item 5.           Other Events

                           On July 26, 1996, the Registrant issued the press
                  release attached as Exhibit 100.5 announcing fourth quarter
                  and year end earnings and a cash dividend.


Item 7.           Financial Statements and Exhibits

                  (a)      Exhibits

                           100.5            Press release, dated July 26, 1996

<PAGE>



                                   Signatures



         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                     WesterFed Financial Corporation




Date:    July 31, 1996               By:                                        
      ------------------                 -------------------------------------- 
                                           Lyle R. Grimes                       
                                            President & Chief Executive Officer 




<PAGE>


                                Index to Exhibits




                                                              Sequentially
                                                              Numbered Page
                                                             Where Attached
 Exhibit                                                        Exhibits
  Number                                                       are located
  ------                                                      ------------
  100.5           Press Release dated July 26, 1996                 5




<PAGE>

                    WESTERFED FINANCIAL CORPORATION ANNOUNCES
                      FOURTH QUARTER AND YEAR-END EARNINGS
         Special Dividend & Increased Quarterly Dividend Also Announced


         Missoula, Montana -- July 26, 1996 -- WesterFed Financial Corporation
(the "Company") (NASDAQ - WSTR), the holding company for Western Federal Savings
Bank of Montana (the "Bank"), announced earnings for the fiscal year ended June
30, 1996 increased 12.2% to $4.6 million, or $1.07 per share, as compared to
$4.1 million, or $0.96 (see footnote 1) per share, for the fiscal year ended
June 30, 1995. Earnings for the fourth quarter ended June 30, 1996 increased
20.0% to $1.2 million, or $0.29 per share, as compared to $1.0 million, or $0.24
(see footnote 1) per share, for the same quarter ended June 30, 1995. Book value
per share increased to $17.88 at June 30, 1996 from $17.09 at June 30, 1995 and
stockholders equity increased $3.5 million, or 4.7%, to $78.6 million at June
30, 1996 from $75.1 million at June 30, 1995.
         The Company also announced it will pay a regular cash dividend of $0.09
per share for the quarter ended June 30, 1996 plus a special dividend of $0.033
reflecting a 10.0% addition to the $0.33 per share dividends declared during the
fiscal year just ended. The total of $0.123 in dividends will be payable on
August 20, 1996 to stockholders of record on August 6, 1996. The regular cash
dividend is a 5.9% increase over the prior quarter's dividend of $0.085 per
share. The Company has increased cash dividends every quarter since becoming a
public company.
         President/Chief Executive Officer Lyle R. Grimes stated, "We are
gratified with the results of the past year. Earnings increased by 12.2% and the
one-time expenses of restructuring and consolidating our operations are behind
us. We constructed two branch offices, installed a voice mail system and are
currently installing a telephone banking system. New ATM's were installed in six
locations. Loan origination volume is up 27.5% over last fiscal year and
non-performing assets stood at 0.13% at year end. Deposits increased by $6.0
million as we made progress in attaining our goals of checking account growth.
The special dividend reflects this performance and the Board of Director's
confidence in the Company's future."
         Net income increased $200,000, or 20.0% to $1.2 million for the quarter
ended June 30, 1996 as compared to $1.0 million for the same quarter ended June
30, 1995. Net interest income increased $459,000, non-interest income increased
$69,000 and income tax expense decreased $149,000 while non-interest expenses
increased $454,000. The increase in net interest income was primarily the result
of an increase in average net earning assets of $4.8 million to

                                                                          Page 1

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$66.1 million during the quarter ended June 30, 1996 from $61.3 million during
the quarter ended June 30, 1995. The net interest rate spread increased to 2.78%
at June 30, 1996 as compared to 2.57% at June 30, 1995. The average yield on
average interest earning assets increased to 7.81% during the quarter ended June
30, 1996 from 7.52% for the same period the previous year. The average interest
rate paid on average interest bearing liabilities increased to 5.03% during the
quarter ended June 30, 1996 from 4.95% for the same period last year. The
average interest rate on deposits increased to 4.49% during the period ended
June 30, 1996 from 4.46% for the same period the previous year. Included in the
$3.8 million of non-interest expense for the quarter ended June 30, 1996 was
$126,000 of costs related to the write-off of the older, existing branch
facility in Hamilton where a new facility was constructed. Income tax expense
decreased $149,000 due primarily to a reduction in the effective state income
tax rate for the fiscal year ended June 30, 1996.
         Net income increased $500,000, or 12.2%, to $4.6 million for the fiscal
year ended June 30, 1996 from $4.1 million for the fiscal year ended June 30,
1995. The increase of $500,000 in net income resulted from an increase in net
interest income of $1.0 million and an increase in non-interest income of
$675,000, offset by an increase in non-interest expense of $1.2 million and an
increase in income tax expense of $83,000. Return on assets (ratio of net income
to average total assets) increased to 0.79% for the fiscal year ended June 30,
1996 from 0.76% for the fiscal year ended June 30, 1995. Average net interest
earning assets increased $3.9 million to $65.9 million for fiscal 1996 from
$62.0 million for fiscal 1995. The $675,000 increase in non-interest income was
the result of increases in service fees, net gain on sale of loans and
securities available for sale and other operating income of $358,000, $298,000
and $85,000 respectively while loan origination fees decreased $66,000. The $1.2
million increase in non-interest expense was primarily the result of increases
in net occupancy expense of premises of $101,000, marketing and advertising of
$103,000 and other operating expenses of $791,000. The $791,000 increase in
other operating expenses was primarily related to costs incurred for the
engagement of a consulting firm to assist in developing a long-term operations
plan, restructuring and centralization of operations, checking account volume
and the costs associated with constructing branch offices in Helena and
Hamilton.
         President Grimes stated "We are pleased with our efforts to increase
our loan and deposit base and account relationships. Loans receivable increased
$54.0 million, or 17.4% reflecting total loan originations for the fiscal year
1996 of $165.5 million, a 27.5% increase over fiscal 1995 loan originations of
$129.8 million. A new dealer finance program was implemented where

                                                                          Page 2

<PAGE>


consumers originate loans directly through local auto and recreational vehicle
dealers. In the first two months of operations, $2.8 million of these new
consumer type loans where added to the portfolio. "Asset quality remains strong
with no real estate owned for the seventh consecutive quarter. Non-performing
assets to total assets were 0.13% at June 30, 1996 and total allowance for loan
losses to total non-performing assets was 280.42%."
         Total deposits grew by $6.0 million during the year ended June 30, 1996
to $350.2 million from $344.2 million at June 30, 1995. During the year the Bank
opened 4,413 new Western Style checking accounts in our nineteen offices.
         Construction was completed in December on the Bank's nineteenth Montana
office, which serves the fast growing subdivisions and shopping complexes in the
north-end of Helena. Construction was completed in March on the Hamilton office
which serves a rapidly developing Ravalli County in south-western Montana. In
addition, six ATM's have been added during the past fiscal year, bringing to
twelve the ATM's installed since April, 1995.
         In January 1996, the Board of Directors of the Company announced a plan
to repurchase up to 5.0% of its outstanding shares of common stock in the open
market during a twelve month period. No shares have been repurchased since that
announcement.
         The Company announced the adoption of a Dividend Reinvestment and Stock
Purchase Plan which will be implemented during the first quarter ending
September 30, 1996. This plan will enable shareholders of record to apply
dividends paid on common stock toward the purchase of additional shares. An
option to make quarterly cash payments to purchase additional shares will also
be part of the plan. Grimes stated "The Plan is a convenient and economical way
for shareholders to increase their ownership of WesterFed Financial
Corporation's common stock."
         WesterFed Financial Corporation's only subsidiary, Western Federal
Savings Bank of Montana, Montana's largest savings bank, operates nineteen
branch offices and one loan servicing center in the following Montana cities:
Missoula, Hamilton, Helena, East Helena, Bozeman, Great Falls, Conrad,
Lewistown, Miles City, Hardin and Billings.

FOOTNOTE 1 -
         1995 earnings per share have been restated to reflect the effect of a
decrease in the weighted average shares outstanding as a result of applying the
treasury stock method to common stock equivalents.
         The per share earnings were previously reported at $0.89 and $0.22 per
share for the year and quarter ended June 30, 1995 respectively.
         This restatement did not result in a material change to the historical
earnings per share trend line.

CONTACT:                   Dale W. Brevik, Vice President/Marketing
                           James A. Salisbury, Treasurer/Chief Financial Officer
                           (406) 721-5254

                                                                          Page 3
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CONSOLIDATED BALANCE SHEETS                                             
WESTERFED FINANCIAL CORPORATION AND SUBSIDIARIES                        
(Dollars in thousands, except share and per share data)                 
                                                                        
                                                                        
                                               June 30,       June 30,  
            ASSETS                               1996           1995    
                                                                        
Cash and due from banks                    $       7,829  $       7,173 
Interest-bearing due from banks                    5,470          8,201 
                                           --------------   ------------
  Cash and cash equivalents                       13,299         15,374 
                                                                        
Interest-bearing deposits                          3,000          2,102 
Investment securities available-for-sale          35,637         49,577 
Investment securities, at amortized cost                                
  (estimated market value of $9,399 at                                  
  June 30, 1996 and $12,964 at June 30, 1995)      9,347         12,794 
Stock in Federal Home Loan Bank, at cost           7,471          6,750 
Mortgage-backed securities available-for-sale     44,909         64,900 
Mortgage-backed securities, at amortized                                
  cost (estimated market value of $59,361 at                            
  June 30, 1996 and $79,303 at June 30, 1995)     60,038         78,925 
Loans available-for-sale                           3,967          2,960 
Loans receivable, net                            364,226        310,161 
Accrued interest receivable                        3,695          3,875 
Real estate owned, net                                --             -- 
Premises and equipment, net                       13,758         11,372 
Cash surrender value of life insurance                                  
  policies                                         3,183          2,951 
Other assets                                       1,401          1,544 
                                           -------------- --------------
       Total assets                        $     563,931  $     563,285 
                                           ============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY                                    
                                                                        
Liabilities:                                                            
  Deposits                                       350,212        344,155 
  Borrowed funds                                 125,838        134,704 
  Advances from borrowers for taxes                                     
     and insurance                                 3,255          3,309 
  Income taxes                                     1,961          2,162 
  Accrued interest payable                         1,219          1,247 
  Accrued expenses and other liabilities           2,839          2,562 
                                           -------------- --------------
       Total liabilities                         485,324        488,139 
                                           -------------- --------------
Stockholders' Equity:                                                   
  Preferred stock, $.01 par value:                                      
     5,000,000 shares authorized-                                       
     none outstanding                                 --             -- 
  Common stock, $.01 par value:                                         
     10,000,000 shares authorized-                                      
     4,395,204 shares outstanding at                                    
     June 30, 1996 and 4,396,456 shares                                 
     outstanding at June 30, 1995                     46             46 
  Additional paid-in capital                      45,451         45,232 
  Common stock acquired by ESOP/RRP               (3,558)        (4,271)
  Treasury stock, at cost                         (3,079)        (3,066)
  Net unrealized gain on securities                                     
     available-for-sale                             (226)           295 
  Retained earnings, substantially restricted     39,973         36,910 
                                           -------------- --------------
       Total stockholders' equity                 78,607         75,146 
                                           -------------- --------------
       Total liabilities and stockholders'                              
          equity                           $     563,931  $     563,285 
                                           ============== ==============
                                                                        
       Book value per share                $       17.88  $       17.09 
                                           ============== ==============
                                                                        
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CONSOLIDATED STATEMENTS OF INCOME                                       
WESTERFED FINANCIAL CORPORATION AND SUBSIDIARIES                        
(Dollars in thousands, except share and per share data)                 
                                                                        
                                 (Unaudited)                            
                              Three Months Ended    Twelve Months Ended 
                                   June 30,              June 30,       
                               1996       1995       1996       1995    
                            ---------- ---------- ---------- ---------- 
Interest Income:                                                        
 Loans receivable           $   7,605 $    6,175 $   28,640 $   23,191  
 Mortgage-backed securities                                             
  available-for-sale              882      1,037      4,214      3,482  
 Mortgage-backed securities     1,130      1,325      4,953      5,745  
 Investment securities                                                  
  available-for-sale              627        893      2,891      3,502  
 Investment securities            180        195        878        260  
 Interest-bearing deposits        215        340        787      1,423  
 Other                             46         45        181        180  
                            ---------- ---------- ---------- ---------- 
  Total interest income        10,685     10,010     42,544     37,783  
                            ---------- ---------- ---------- ---------- 
Interest expense:                                                       
 NOW and money market                                                   
  demand                          415        455      1,740      1,913  
 Savings                          477        496      1,940      2,110  
 Certificates of deposit        2,967      2,788     12,074      9,653  
 Cost of Swaps and Caps            81         84        331        382  
 Advances from FHLB-Seattle                                             
  and other borrowed funds      2,108      2,009      8,652      6,926  
                            ---------- ---------- ---------- ---------- 
  Total interest expense        6,048      5,832     24,737     20,984  
                            ---------- ---------- ---------- ---------- 
  Net interest income           4,637      4,178     17,807     16,799  
                                                                        
 Provision for loan losses         --         --         --         --  
                            ---------- ---------- ---------- ---------- 
  Net interest income                                                   
   after provision for                                                  
   loan losses                  4,637      4,178     17,807     16,799  
                            ---------- ---------- ---------- ---------- 
Non-interest income:                                                    
 Loan origination fees             99        198        348        414  
 Service fees                     556        468      2,120      1,762  
 Net gain on sale of loans                                              
  and securities available-                                             
  for-sale                         37          5        577        279  
 Other                            211        163        837        752  
                            ---------- ---------- ---------- ---------- 
  Total non-interest                                                    
   income                         903        834      3,882      3,207  
                            ---------- ---------- ---------- ---------- 
Non-interest expenses:                                                  
 Compensation and employee                                              
  benefits                      1,907      1,840      7,523      7,446  
 Net occupancy expense                                                  
  of premises                     358        332      1,450      1,349  
 Equipment and furnishings                                              
  expense                         181        152        643        553  
 Data processing expense          151        162        632        621  
 Federal insurance premium        203        200        806        806  
 Marketing and advertising        170        158        559        456  
 Net expense (income) from                                              
  operation of real estate                                              
  owned                            (1)        --         (1)         3  
 Other                            877        548      2,962      2,171  
                            ---------- ---------- ---------- ---------- 
  Total non-interest expense    3,846      3,392     14,574     13,405  
                            ---------- ---------- ---------- ---------- 
 Income before income taxes     1,694      1,620      7,115      6,601  
                                                                        
Income taxes                     (466)      (615)    (2,556)    (2,473) 
                            ---------- ---------- ---------- ---------- 
 Net income                 $   1,228 $    1,005 $    4,559 $    4,128  
                            ========== ========== ========== ========== 
                                                                        
Net income per share (1)    $    0.29 $     0.24 $     1.07 $     0.96  
                            ========== ========== ========== ========== 
Dividends per share         $  0.1230 $   0.0650 $   0.3630 $   0.2094  
                            ========== ========== ========== ========== 
Dividend payout ratio            42.4%      27.1%      33.9%      21.8% 
                            ========== ========== ========== ========== 
Weighted average common                                                 
 shares outstanding for                                                 
 earnings per share         4,247,996  4,203,996  4,259,109  4,313,615  
                            ========== ========== ========== ========== 
(1) 1995 Restated                                                       

<PAGE>

Selected Financial Ratios and Other Data:                               
                                                                        
                                      (Unaudited)                             
                                   Three Months Ended    Twelve Months Ended  
                                        June 30,               June 30,       
                                 ---------------------  --------------------- 
                                     1996       1995        1996       1995   
                                 ========== ==========  ========== ========== 
                                                                        
Performance Ratios:                                                     
  Return on assets (ratio of                                            
   net income to average total                                          
   assets)  (1)                     0.86 %     0.72 %      0.79 %     0.76 %
  Return on equity (ratio of                                            
   net income to average                                                
   equity)  (1)                     6.25       5.37        5.90       5.54  
                                                                        
  Interest rate spread information:                                     
     Average during period          2.78       2.57        2.62       2.69  
     End of period                  2.67       2.38        2.67       2.38  
  Net interest margin(1)(2)         3.39       3.14        3.23       3.23  
  Ratio of non-interest expense                                         
   to avg. total assets (1)         2.68       2.44        2.53       2.47  
                                                                        
Asset Quality Ratios:                                                   
  Non-performing assets to total                                        
   assets, at end of period         0.13       0.10        0.13       0.10  
  Total allowance for loan losses                                       
   to total non-performing                                              
   assets (3)                     280.42     350.35      280.42     350.35  
                                                                        
Capital Ratios:                                                         
  Equity to total assets, at                                            
   end of period                   13.94      13.34       13.94      13.34  
  Average equity to average                                             
   assets                          13.71      13.42       13.42      13.70  
  Ratio of average interest-earning                                     
   assets to average interest-                                          
   bearing liabilities            113.73     113.00      113.58     113.51  
- ---------------------------------------------------  --------------------- 
                                                                        
(1) Annualized                                                          
                                                                        
(2) Net interest income divided by average interest-earning assets      
                                                                        
(3) Includes non-performing and foreclosed assets                       


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