WESTERFED FINANCIAL CORP
8-K, 1999-08-11
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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<PAGE>

                       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, 1999


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

   Delaware                        0-22772                          81-0487794
- --------------------------------------------------------------------------------
(State or other             (Commission File No.)                  (IRS Employer
 jurisdiction of                                                  Identification
 incorporation)                                                       Number)

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


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

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



<PAGE>



Item 5.   Other Events

                   On July 26, 1999 the Registrant issued the press
          releases attached as Exhibit 99.6.


Item 7.   Financial Statements and Exhibits

          (a)      Exhibits

                   99.6     Press releases, dated July 26, 1999





<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:      August 2, 1999              By: /s/ Suzanne Loewen
      ------------------------             -------------------------------------
                                               Suzanne Loewen
                                               Secretary





<PAGE>


                                Index to Exhibits




                                                                   Sequentially
                                                                   Numbered Page
                                                                  Where Attached
 Exhibit                                                             Exhibits
  Number                                                            are located
  ------                                                           ------------
   99.6           Press Releases dated July 26, 1999                     5







<PAGE>


CONSOLIDATED BALANCE SHEETS
WESTERFED FINANCIAL CORPORATION AND SUBSIDIARIES
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
                                                                        June 30,     June 30,
                                                                          1999         1998
                                                                      ----------    ----------
                     ASSETS
<S>                                                                   <C>           <C>
Cash and due from banks                                               $   25,867    $   19,440
Interest-bearing due from banks                                            3,079         9,628
                                                                      ----------    ----------
       Cash and cash equivalents                                          28,946        29,068

Interest-bearing deposits                                                  1,985           100
Investment securities available-for-sale                                 103,441       108,511
Investment securities, at amortized cost (estimated market value
  of $9,255 at June 30, 1999 and $16,974 at June 30, 1998)                 9,235        16,847
Stock in Federal Home Loan Bank of Seattle, at cost                       14,615        13,560
Mortgage-backed securities available-for-sale                             68,029        24,135
Mortgage-backed securities, at amortized cost (estimated market value
  of $85,252 at June 30, 1999 and $104,962 at June 30, 1998)              83,720       102,298
Loans available-for-sale                                                   3,740         6,922
Loans receivable, net                                                    627,631       650,371
Interest receivable                                                        7,635         7,778
Premises and equipment, net                                               28,269        30,089
Core deposit intangible                                                    3,741         4,518
Goodwill                                                                  15,096        15,762
Cash surrender value of life insurance policies                            6,916         6,705
Other assets                                                               4,350         5,472
                                                                      ----------    ----------
       Total assets                                                   $1,007,349    $1,022,136
                                                                      ==========    ==========

      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
  Deposits                                                            $  645,549    $  636,441
  Repurchase agreements                                                    6,702         6,233
  Borrowed funds                                                         244,483       248,953
  Advances from borrowers for taxes and insurance                          3,302         4,052
  Income taxes - current and deferred                                      1,552         2,289
  Accrued interest payable                                                 6,156         4,480
  Accrued expenses and other liabilities                                   8,456         9,988
                                                                      ----------    ----------
       Total liabilities                                                 916,200       912,436
                                                                      ----------    ----------
Stockholders' Equity:
  Preferred stock, $.01 par value, 5,000,000 shares authorized;
    none outstanding                                                          --            --
  Common stock, $.01 par value, 10,000,000 shares authorized;
   4,538,557 shares outstanding at June 30, 1999, and
   5,585,303 outstanding at June 30, 1998                                     56            56
  Paid-in capital                                                         69,572        68,923
  Common stock acquired by ESOP/RRP                                       (2,216)       (2,520)
  Treasury stock, at cost                                                (25,319)       (3,461)
  Net unrealized gain (loss) on securities available-for-sale             (1,717)           23
  Retained earnings                                                       50,773        46,679
                                                                      ----------    ----------
       Total stockholders' equity                                         91,149       109,700
                                                                      ----------    ----------
       Total liabilities and stockholders' equity                     $1,007,349    $1,022,136
                                                                      ==========    ==========
       Book value per share                                           $    20.08    $    19.64
                                                                      ==========    ==========
       Tangible book value per share                                  $    15.93    $    16.01
                                                                      ==========    ==========
</TABLE>
<PAGE>



CONSOLIDATED STATEMENTS OF INCOME
WESTERFED FINANCIAL CORPORATION AND SUBSIDIARIES
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>


                                                                         Three Months Ended      Twelve Months Ended
                                                                               June 30,                June 30,
                                                                          1999         1998         1999        1998
                                                                       ---------    ---------    ---------   ---------
<S>                                                                    <C>           <C>         <C>         <C>
Interest income:
   Loans receivable                                                    $  13,115    $  14,073    $  53,773   $  56,261
   Mortgage-backed securities                                              2,249        2,248        8,033       9,676
   Investment securities                                                   1,917        2,009        8,048       7,580
   Interest-bearing deposits                                                  99          155          606         675
   Other                                                                      88           80          338         332
                                                                       ---------    ---------    ---------   ---------
     Total interest income                                                17,468       18,565       70,798      74,524
                                                                       ---------    ---------    ---------   ---------
Interest expense:
   NOW and money market demand                                               869          841        3,379       3,321
   Savings                                                                   522          646        2,264       2,658
   Certificates of deposit                                                 4,768        5,476       20,444      21,824
                                                                       ---------    ---------    ---------   ---------
                                                                           6,159        6,963       26,087      27,803

   Borrowed funds                                                          3,284        3,497       13,157      14,483
                                                                       ---------    ---------    ---------   ---------
     Total interest expense                                                9,443       10,460       39,244      42,286
                                                                       ---------    ---------    ---------   ---------
     Net interest income                                                   8,025        8,105       31,554      32,238
Provision for loan losses                                                    445          210        1,300         840
                                                                       ---------    ---------    ---------   ---------
     Net interest income after provision for loan losses                   7,580        7,895       30,254      31,398
                                                                       ---------    ---------    ---------   ---------
Non-interest income:
   Loan origination fees on loans sold                                       645          665        2,633       2,268
   Service fees                                                              989        1,105        4,471       4,486
   Net gain on sale of loans available-for-sale                              293          261        1,060         956
   Net gain on sale of securities available-for-sale                          64           91           89          97
   Other                                                                     551          178        1,045         574
                                                                       ---------    ---------    ---------   ---------
     Total non-interest income                                             2,542        2,300        9,298       8,381
                                                                       ---------    ---------    ---------   ---------
Non-interest expenses:
   Compensation and employee benefits                                      3,850        3,164       13,695      13,149
   Net occupancy expense of premises                                         493          548        2,035       2,153
   Equipment and furnishings expense                                         626          598        2,313       1,846
   Data processing expense                                                   403          427        1,627       1,644
   Deposit insurance premium                                                  85           90          344         358
   Intangibles amortization                                                  337          373        1,443       1,391
   Marketing and advertising                                                 125          162          616         789
   Other                                                                   1,397        1,548        6,153       6,429
                                                                       ---------    ---------    ---------   ---------
     Total non-interest expense                                            7,316        6,910       28,226      27,759
                                                                       ---------    ---------    ---------   ---------
     Income before income taxes                                            2,806        3,285       11,326      12,020

Income taxes                                                               1,050        1,292        4,403       4,760
                                                                       ---------    ---------    ---------   ---------
     Net income                                                        $   1,756    $   1,993    $   6,923   $   7,260
                                                                       =========    =========    =========   =========
Net income per common share:
   Basic                                                               $    0.40    $    0.37    $    1.43   $    1.37
                                                                       =========    =========    =========   =========
   Diluted                                                             $    0.39    $    0.35    $    1.37   $    1.29
                                                                       =========    =========    =========   =========
Dividends per share                                                    $   0.200    $   0.180    $   0.620   $   0.540
                                                                       =========    =========    =========   =========
Dividend payout ratio - basic                                              50.00%       48.65%       43.36%      39.42
                                                                       =========    =========    =========   =========
Average common and common equivalent shares outstanding:
   Basic                                                               4,337,573    5,361,682    4,830,068   5,317,577
                                                                       =========    =========    =========   =========
   Diluted                                                             4,467,867    5,656,659    5,071,563   5,627,318
                                                                       =========    =========    =========   =========
</TABLE>
<PAGE>


WESTERFED FINANCIAL CORPORATION AND SUBSIDIARIES
Selected Financial Ratios and Other Data:
<TABLE>
<CAPTION>

                                                                           Three Months Ended     Twelve Months Ended
                                                                                 June 30,               June 30,
                                                                          -------------------     -------------------
                                                                           1999         1998        1999       1998
                                                                          ------       ------      ------     ------
<S>                                                                       <C>          <C>         <C>        <C>
Performance Ratios:
  Return on assets (ratio of net income to average total assets (1)         0.70%        0.79%       0.70%      0.72%
  Return on equity (ratio of net income to average equity)(1)               7.63         7.28        6.93       6.73

  Interest rate spread information:
       Average during period                                                3.35         3.22        3.26       3.19
       End of period                                                        3.16         2.99        3.16       2.99
  Net interest margin (1) (2)                                               3.50         3.48        3.46       3.46
  Ratio of non-interest expense to average total assets (1)                 2.93         2.72        2.84       2.74

Asset Quality Ratios:
  Non-performing assets to total assets, at end of period                   0.42         0.49        0.42       0.49
  Total allowance for loan losses to total non-performing
     assets (3)                                                           121.13        97.44      121.13      97.44

Capital Ratios:
  Stockholders' equity to total assets, at end of period                    9.05        10.73        9.05      10.73
  Tangible stockholders' equity to tangible assets, at end of period        7.32         8.93        7.32       8.93
  Ratio of average interest-earning assets to average
     interest-bearing liabilities                                         103.56       105.66      104.69     105.74
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Annualized
(2)  Net interest income divided by average interest-earning assets
(3)  Includes non-performing and foreclosed assets
<PAGE>


                            WESTERFED FINANCIAL CORP
<TABLE>
<CAPTION>
                                                  -------------------------------------    ------------------------------------
                                                             JUNE 30, 1999 - QTD                    JUNE 30, 1998 - QTD
                                                  -------------------------------------    ------------------------------------
                                                   Average        Interest                   Average        Interest
                                                  Outstanding      Earned/       Yield/     Outstanding     Earned/      Yield/
                                                  Balance (5)       Paid         Rate        Balance (5)     Paid         Rate
                                                  -------------------------------------    ------------------------------------
INTEREST EARNING ASSETS:                                                        (Dollars in Thousands)
<S>                                                <C>            <C>           <C>         <C>             <C>          <C>
  Loans receivable (1) (2)                         $634,751       $13,115        8.26%      $660,324        $14,073       8.52%
  Mortgage-backed securities (2)                    145,613         2,249        6.18%       129,467          2,248       6.95%
  Investments (2)                                   125,537         1,917        6.11%       130,451          2,009       6.16%
  Other interest-earning assets (3)                   4,874            99        8.12%         5,494            155      11.29%
  Cash surrender value of life insurance              6,889            88        5.11%         6,681             80       4.79%
                                                  -------------------------------------    ------------------------------------
    Total Interest-Earning Assets                   917,664        17,468        7.61%       932,417         18,565       7.96%
                                                  =====================================    ====================================
INTEREST-BEARING LIABILITIES:
  Certificates of deposits                          368,717         4,768        5.17%       381,844          5,476       5.74%
  Savings accounts                                   89,443           522        2.33%        94,552            646       2.73%
  Demand and now accounts                           114,254           195        0.68%       105,346            284       1.08%
  Money market accounts                              71,049           674        3.79%        54,334            557       4.10%
                                                  -------------------------------------    ------------------------------------
    Total deposits                                  643,463         6,159        3.83%       636,076          6,963       4.38%
  FHLB advances and other borrowed money            242,646         3,284        5.41%       246,432          3,497       5.68%
                                                  -------------------------------------    ------------------------------------
    Total Interest-Bearing Liabilities              886,109         9,443        4.26%       882,508         10,460       4.74%
                                                  =====================================    ====================================

Net interest income                                                $8,025                                    $8,105
                                                                   ======                                    ======
Net interest rate spread                                                         3.35%                                    3.22%
                                                                                 =====                                    =====
Net interest earning assets                         $31,555                                  $49,909
                                                    =======                                  =======

Net interest margin (4)                                                          3.50%                                    3.48%
                                                                                 =====                                    =====
Average interest-earning assets
  to average interest-bearing liabilities                          103.56%                                   105.66%
                                                                   =======                                   =======
</TABLE>
<PAGE>

(RESTUBBED TABLE)
<TABLE>
<CAPTION>
                                                  -------------------------------------    ------------------------------------
                                                             JUNE 30, 1999 - YTD                    JUNE 30, 1998 - YTD
                                                  -------------------------------------    ------------------------------------
                                                   Average        Interest                   Average        Interest
                                                  Outstanding      Earned/       Yield/     Outstanding     Earned/      Yield/
                                                  Balance (5)       Paid         Rate        Balance (5)     Paid         Rate
                                                  -------------------------------------    ------------------------------------
INTEREST EARNING ASSETS:                                                        (Dollars in Thousands)
<S>                                                <C>            <C>           <C>         <C>             <C>          <C>
  Loans receivable (1) (2)                         $641,001       $53,773        8.39%      $662,536        $56,261       8.49%
  Mortgage-backed securities (2)                    126,339         8,033        6.36%       140,994          9,676       6.86%
  Investments (2)                                   128,920         8,048        6.24%       113,412          7,580       6.68%
  Other interest-earning assets (3)                   9,090           606        6.67%         8,702            675       7.76%
  Cash surrender value of life insurance              6,842           338        4.94%         6,540            332       5.08%
                                                  -------------------------------------    ------------------------------------
    Total Interest-Earning Assets                  $912,191       $70,798        7.76%       932,183         74,524       7.99%
                                                  =====================================    ====================================
INTEREST-BEARING LIABILITIES:
  Certificates of deposits                         $374,155       $20,444        5.46%       380,726         21,824       5.73%
  Savings accounts                                   90,586         2,264        2.50%        96,966          2,658       2.74%
  Demand and now accounts                           112,744           876        0.78%       106,392          1,209       1.14%
  Money market accounts                              64,481         2,503        3.88%        52,496          2,112       4.02%
                                                  -------------------------------------    ------------------------------------
    Total deposits                                  641,966        26,087        4.06%       636,581         27,803       4.37%
  FHLB advances and other borrowed money            229,389        13,157        5.74%       244,964         14,483       5.91%
                                                  -------------------------------------    ------------------------------------
    Total Interest-Bearing Liabilities             $871,355       $39,244        4.50%       881,545         42,286       4.80%
                                                  =====================================    ====================================

Net interest income                                               $31,554                                   $32,238
                                                                  =======                                   =======
Net interest rate spread                                                         3.26%                                    3.19%
                                                                                 =====                                    =====
Net interest earning assets                         $40,836                                  $50,638
                                                    =======                                  =======
Net interest margin (4)                                                          3.46%                                    3.46%
                                                                                 =====                                    =====
Average interest-earning assets
  to average interest-bearing liabilities                          104.69%                                   105.74%
                                                                   =======                                   =======
</TABLE>
(1) Calculated net of deferred loan fees, loan discounts, loans in process and
    loss reserves
(2) Includes held and available for sale categories
(3) Includes primarily short term liquid assets
(4) Net interest income divided by average interest earning assets
(5) Based on average monthly balances
<PAGE>

 WESTERFED FINANCIAL CORPORATION
      Non-Performing Assets
<TABLE>
<CAPTION>
                                                                          June 30,    June 30,
                                                                            1999        1998
- ----------------------------------------------------------------------------------------------
                                                                             (In Thousands)
<S>                                                                       <C>        <C>
Non-accruing loans:
Real Estate:
     One-to-four family                                                   $  521      $1,967
     Multi-family                                                              -          89
     Nonresidential property (except land)                                     -          35
     Land                                                                      -           -
     Construction                                                            112         362
Agriculture                                                                  106           -
Commercial - non real estate                                               1,098          32
Consumer                                                                   1,212       1,504
- ----------------------------------------------------------------------------------------------
     Total                                                                 3,049       3,989
- ----------------------------------------------------------------------------------------------

Accruing loans delinquent
     90 days or more:
Real Estate:
     One-to-four family                                                      426         442
     Multi-family                                                              -           -
     Nonresidential property (except land)                                     -           -
     Construction                                                            344           -
Agriculture                                                                    -           -
Commercial - non real estate                                                   -          10
Consumer                                                                       5         174
- ----------------------------------------------------------------------------------------------
     Total                                                                   775         626
- ----------------------------------------------------------------------------------------------

Foreclosed assets:
Real Estate:
     One-to-four family                                                      238         279
     Multi-family                                                              -           -
     Commercial                                                                -           -
     Land                                                                     26          28
     Construction                                                              -           -
Consumer                                                                     106         114
- ----------------------------------------------------------------------------------------------
     Total                                                                   370         421
- ----------------------------------------------------------------------------------------------
Total non-performing assets                                               $4,194      $5,036
==============================================================================================
</TABLE>
<PAGE>

WESTERFED FINANCIAL CORPORATION
Allowance for Loan Losses
<TABLE>
<CAPTION>
                                                                       For the Three Month     For the Twelve Month
                                                                            Period Ended          Period Ended
                                                                             June 30,                June 30,
                                                                       -------------------      --------------------
                                                                          1999      1998          1999     1998
                                                                       ---------   -------      -------   ------
                                                                           (In Thousands)         (In Thousands)
                                                                       --------------------     -----------------
<S>                                                                       <C>      <C>           <C>      <C>
Balance at beginning of period.......................................     $5,009   $5,044        $4,907   $4,651
                                                                          ------   ------        ------   ------
Charge-Offs:
Real Estate:
   One- to four-family...............................................        (47)      --          (177)      --
   Commerical........................................................         --       --            --       --
Other:
   Commerical........................................................         --      (26)          (49)     (26)
   Consumer..........................................................       (365)    (347)       (1,002)    (611)
                                                                          ------   ------        ------   ------
Total charge-offs....................................................       (412)    (373)       (1,228)    (637)
                                                                          ------   ------        ------   ------
Recoveries:
Other:
   Commerical........................................................          2       --             6        3
   Consumer..........................................................         36       26            95       50
                                                                          ------   ------        ------   ------
Total recoveries.....................................................         38       26           101       53
                                                                          ------   ------        ------   ------
Net charge-offs......................................................       (374)    (347)       (1,127)    (584)
Provisions charged to operations.....................................        445      210         1,300      840
                                                                          ------   ------        ------   ------
Balance at end of period.............................................     $5,080   $4,907        $5,080   $4,907
                                                                          ======   ======        ======   ======
Ratio of net charge-offs during the period to average loans
   outstanding during the period.....................................       0.06%    0.05%         0.18%    0.09%
                                                                          ======   ======        ======   ======
Ratio of net charge-offs during the period to average non-
   performing assets during the period...............................       9.21%    5.98%        25.21%   11.92%
                                                                          ======   ======        ======   ======
Ratio of allowance for loan losses to net loans before
   allowance.........................................................       0.80%    0.74%         0.80%    0.74%
                                                                          ======   ======        ======   ======
</TABLE>

<PAGE>


                    WESTERFED FINANCIAL CORPORATION ANNOUNCES
                       FOURTH QUARTER AND ANNUAL EARNINGS
                           STOCK BUY BACK PROGRAM AND
                               ANNUAL MEETING DATE

         Missoula, Montana - July 26, 1999 - WesterFed Financial Corporation
(the "Company") (NASDAQ-WSTR), the holding company for Western Security Bank
(the "Bank"), announced earnings for the fourth quarter ended June 30, 1999 of
$1.8 million, or $0.39 per share (cash earnings of $0.47 per share), as compared
to $2.0 million, or $0.35 per share (cash earnings of $0.43 per share) for the
same period last year. Earnings for the year ended June 30, 1999 were $6.9
million, or a record $1.37 per share (cash earnings of $1.68 per share), as
compared to $7.3 million, or $1.29 per share (cash earnings of $1.62 per share),
for the same period last year. All per share amounts are diluted earnings per
share as calculated under SFAS No. 128. Cash earnings, which represent the
amount by which tangible equity changes each period due to operating results,
include reported earnings plus the non-cash charges for goodwill amortization
and amortization relating to core deposit intangible and certain employee stock
plans and related tax benefit.
         The Company previously announced on June 24 that it will pay a regular
cash dividend of $0.15 per share for the quarter ended June 30, 1999 plus a
special cash dividend of $0.05 reflecting a 8.8% addition to the $0.57 per share
declared during the fiscal year just ended. The total of $0.20 per share was
paid on July 21, 1999 to stockholders of record on July 7, 1999. The regular
quarterly cash dividend of $0.15 represents an increase of 3.4% over the prior
quarter's regular cash dividend of $0.145 per share. The Company has increased
regular cash dividends every quarter since becoming a public company.
         The Board of Directors of the Company has also authorized a plan to
repurchase up to 5.0% of its outstanding shares of common stock in the open
market during a twelve month period depending upon market conditions. The
program will be conducted through the use of certain registered broker-dealers
with repurchases to be made from time-to-time at market prices. At June 30, 1999
there were 4,538,557 shares of common stock outstanding. In addition, the
Company announced its Annual Meeting of Stockholders will be held at 9:00 a.m.
on October 26, 1999 at the Missoula Southgate Branch of Western Security Bank
located at 2601 Garfield Street, Missoula, Montana.
         Company President Lyle R. Grimes stated, "The Company is pleased to be
able to pay a special dividend to shareholders, announce record annual earnings
per share and announce a stock repurchase program. With my retirement from the
Bank on June 30, 1999, Mr. Ralph Holliday became the new President/CEO of the


                                       1


<PAGE>

Bank. Since Mr. Holliday's employment on April 19, 1999 as President/CEO-Elect
of the Bank, he has directed the development of new strategic plans with senior
management. A new organizational chart has been implemented to streamline the
Bank's management structure to ensure results oriented and accountable
management. In order to facilitate these changes, the Bank has charged earnings
during this current quarter for early retirement incentives for certain
executive officers. In addition, after a review of certain products and services
the bank has sold the credit card loan portfolio and is phasing out the dealer
finance auto lending program as these two programs were not returning desired
levels of profitability and were hindering the return on equity and assets.
During the year, the Bank finished the successful implementation of a new data
processing system and substantially completed our preparedness for potential
year 2000 issues. In addition, in December 1998 the Company completed a Modified
Dutch Tender Offer in which 19.4% of the Company's stock was repurchased."

         Western Security Bank President Ralph Holliday stated, "I am pleased to
be a member of the Western Security Bank management team as we embark upon the
challenge of significantly improving the Bank's financial performance. Our new
management team is very committed to improving return on equity and revenue
growth while significantly reducing our efficiency ratio. The management team
has identified strategic objectives in the areas of financial results, sales
culture and service quality. We all look forward to this next year as we accept
the responsibilities for our future success."
         Total assets decreased to $1.007 billion at June 30, 1999 as compared
to $1.022 billion at June 30, 1998. Loans receivable and loans
available-for-sale decreased $25.9 million and investment securities, Federal
Home Loan Bank stock and all other interest earning assets decreased $16.1
million, while mortgage-backed securities increased $25.3 million. The $25.9
million decrease in loans receivable and loans-available-for sale is primarily
the result of a $33.9 million decrease in residential loans and a $6.0 million
decrease in consumer related loans, while commercial and agriculture loans
increased $16.7 million. Total deposits increased $9.1 million as a result of
savings, money market and checking accounts increasing $23.8 million while
certificates of deposit decreased $14.7 million. Stockholders' equity decreased
$18.6 million to $91.1 million due to the repurchase of 1,082,854 shares of
common stock at $20.00 per share for a total of $21.9 million.
         Net income decreased $237,000 to $1.8 million for the quarter ended
June 30, 1999 from $2.0 million for the same period last year due primarily to
increases in provision for loan losses and non-interest expense. Net interest
income before provision for loan losses for the quarter ended June 30, 1999


                                        2

<PAGE>


decreased $80,000 to $8.0 million as compared to $8.1 million over the same
period last year. The provision for loan losses was increased $235,000 to
$445,000 during the quarter ended June 30, 1999 from $210,000 during the same
period last year. The $445,000 provision for the quarter is an increase of
$100,000 from the prior quarter. These provisions reflect management's desire to
maintain the allowance for loan losses at a level which is considered adequate
to absorb losses inherent in the loan portfolio, especially related to
charge-offs incurred with dealer finance loans and the classification of one
commercial real estate loan. Total non-interest income increased $242,000 to
$2.5 million during the quarter ended June 30, 1999 from $2.3 million during the
same period last year. Included in non-interest income for the quarter ended
June 30, 1999 is a net gain of $314,000 from the sale of the Bank's credit card
program, the sale of a building and life insurance proceeds, reduced by the
write down of purchased servicing values. Non-interest expenses increased
$406,000 to $7.3 million for the quarter ended June 30, 1999 from $6.9 million
for the same period last year. Included in non-interest expense for the quarter
ended June 30, 1999 is $519,000 related to payment of early retirement
incentives and other non-recurring expenses.
         Net income decreased $337,000 to $6.9 million for the fiscal year ended
June 30, 1999 as compared to $7.3 million for the fiscal year ended June 30,
1998. The $337,000 decrease in net income was comprised of a decrease in net
interest income of $684,000, a $467,000 increase in non-interest expense and a
$460,000 increase in provision for loan losses, offset by an increase in
non-interest income of $917,000 and a decrease in income tax expense of
$357,000. The interest rate spread increased to 3.16% at June 30, 1999 from
2.99% at June 30, 1998.
           Interest income decreased $3.7 million to $70.8 million for the
fiscal year ended June 30, 1999 from $74.5 million for the fiscal year ended
June 30, 1998. This decrease resulted from a decrease in the average balance of
interest earning assets of $20.0 million to $912.2 million during fiscal 1999
from $932.2 million during fiscal 1998 and a decrease in the average yield on
interest-earning assets to 7.76% during fiscal 1999 from 7.99% during fiscal
1998.
          Interest expense decreased $3.1 million to $39.2 million in fiscal
1999 from $42.3 million in fiscal 1998. This decrease resulted from a decrease
in the average balance of interest-bearing liabilities of $10.1 million to
$871.4 million during fiscal 1999 from $881.5 million during fiscal 1998 and a
decrease in the average rate paid on interest-bearing liabilities to 4.50%
during fiscal 1999 from 4.80% during fiscal 1998.
         The provision for loan losses increased $460,000 to $1.3 million for
fiscal year 1999 from $840,000 for the same period last year. The increased
provision for loan losses is primarily related to the consumer loan dealer

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finance program. At June 30, 1999, the Company had $4.2 million of
non-performing assets (representing 0.42% of total assets) compared to $5.0
million at June 30, 1998 (representing 0.49% of total assets). The 0.42% is
substantially less than the national composite for thrifts of 0.73% at March 31,
1999, which is the latest available information reported by the Office of Thrift
Supervision. At June 30, 1999, the Company had allowance for loan losses to
non-performing assets of 121.13% as compared to 97.44% at June 30, 1998.
Management's evaluation of the adequacy of its loan loss reserves, the quality
of the loan portfolio and economic conditions in Montana resulted in the $1.3
million provision for loan losses. Future additions to the Company's allowance
for loan losses and any change in the related ratio of the allowance for loan
losses to non-performing loans are dependent upon the performance and
composition of the Company's loan portfolio, the economy, inflation, changes in
real estate values and interest rates and the view of the regulatory authorities
toward adequate reserve levels.
         Non-interest income increased $917,000 to $9.3 million in fiscal 1999
from $8.4 million during 1998. The $917,000 increase resulted primarily from
increases in fees and service fees, net gain on sale of loans and securities
available-for-sale and other operating income of $350,000, $96,000 and $471,000
respectively. The low interest rate environment that existed during fiscal 1999
produced strong mortgage loan refinance activity which resulted in $3.7 million
of loan origination fees and gains on sale of loans available-for-sale as
compared to $3.2 million for the same period last year. Seasonal fluctuations in
loan volume and a decline in loan volume due to increased interest rates could
adversely affect origination fees and gains on sale loans available-for- sale.
Included in non-interest income for fiscal 1999 is a net gain of $314,000 from
the sale of the Bank's credit card program, the sale of a building, life
insurance proceeds and the write down of mortgage servicing rights that reduced
servicing fee income on loans serviced for others.
          Non-interest expense increased $467,000 to $28.2 million in fiscal
1999 from $27.8 million in fiscal 1998. Compensation and employee benefits and
equipment and furnishings expense increased $546,000 and $467,000 respectively
while occupancy, marketing and other expense decreased $118,000, $173,000 and
$276,000 respectively. Included in non-interest expense for fiscal 1999 is
$834,000 related to year 2000 readiness expenditures, early retirement
incentives for certain executive officers, non-recurring professional fees and
data center conversion costs.

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          Income tax expenses decreased $357,000 to $4.4 million for fiscal 1999
from $4.8 million for fiscal 1998. The $357,000 decrease in income tax expense
was primarily the result of the decrease in income before income tax expense of
$694,000 and the non-tax deductibility of $666,000 of goodwill amortization for
fiscal 1999.

FORWARD LOOKING STATEMENTS
         When used in this press release or other public shareholder
communications, or in oral statements made with the approval of an authorized
executive officer, the words or phrases "will likely result," "are expected to,"
"will continue," "is anticipated," "estimate," "project," "significantly" or
similar expressions are intended to identify "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. The Company
wishes to caution readers not to place undue reliance on any forward-looking
statements, which speak only as of the date made, and to advise readers that
various factors including regional and national economic conditions, changes in
levels of market interest rates, credit risks of lending activities ,
competitive and regulatory factors and unforseen business risks related to year
2000 computer issues could affect the Bank's financial performance and could
cause the Company's actual results for future periods to differ materially from
those anticipated or projected.
         The Company does not undertake, and specifically disclaims, any
obligation to publicly release the result of any revisions which may be made to
any forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.
         WesterFed Financial Corporation's only subsidiary, Western Security
Bank, which is Montana's largest savings bank, operates thirty-four offices in
twenty Montana communities.

CONTACT: James A. Salisbury, Executive Vice President/Treasurer and Chief
         Financial Officer  (406) 721-5254

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