WESTERFED FINANCIAL CORP
8-K, 1999-02-09
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)
                                January 29, 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 January 29, 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 January 29, 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: February 1, 1999                      By: /s/ Lyle R. Grimes
      ----------------                         ---------------------------------
                                               Lyle R. Grimes
                                               President/Chief Executive Officer





<PAGE>


                                Index to Exhibits




                                                               Sequentially
                                                               Numbered Page
                                                              Where Attached
Exhibit                                                           Exhibits
 Number                                                         are located
 ------                                                         -----------
  99.6       Press Releases dated January 29, 1999                   5






<PAGE>


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


                                                                                (Unaudited)
                                                                                December 31,                   June 30,
                                                                                   1998                          1998
                                                                                ------------                   --------
                                     ASSETS
<S>                                                                             <C>                         <C>       
Cash and due from banks                                                         $  24,294                   $   19,440
Interest-bearing due from banks                                                    15,340                        9,628
                                                                                ---------                   ----------
       Cash and cash equivalents                                                   39,634                       29,068

Interest-bearing deposits                                                           1,885                          100
Investment securities available-for-sale                                           86,210                      108,511
Investment securities, at amortized cost (estimated market value
  of $12,330 at Dec. 31, 1998 and $16,974 at June 30, 1998)                        12,225                       16,847
Stock in Federal Home Loan Bank of Seattle, at cost                                14,086                       13,560
Mortgage-backed securities available-for-sale                                      17,499                       24,135
Mortgage-backed securities, at amortized cost (estimated market value
  of $94,541 at Dec. 31, 1998 and $104,962 at June 30, 1998)                       92,048                      102,298
Loans available-for-sale                                                            8,881                        6,922
Loans receivable, net                                                             631,271                      650,371
Accrued interest receivable                                                         6,830                        7,778
Premises and equipment, net                                                        29,670                       30,089
Core deposit intangible                                                             4,105                        4,518
Goodwill                                                                           15,429                       15,762
Cash surrender value of life insurance policies                                     6,848                        6,705
Other assets                                                                        3,960                        5,472
                                                                                ---------                   ----------

       Total assets                                                             $ 970,581                   $1,022,136
                                                                                =========                   ==========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
  Deposits                                                                      $ 651,772                   $  636,441
  Repurchase agreements                                                             7,211                        6,233
  Borrowed funds                                                                  201,869                      248,953
  Advances from borrowers for taxes and insurance                                   3,208                        4,052
  Income taxes - current and deferred                                               2,451                        2,289
  Accrued interest payable                                                          5,624                        4,480
  Accrued expenses and other liabilities                                            7,812                        9,988
                                                                                ---------                   ----------

       Total liabilities                                                          879,947                      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;
   4,511,507 shares outstanding at Dec. 31, 1998, and
   5,585,303 outstanding at June 30, 1998                                              56                           56
  Paid-in capital                                                                  69,169                       68,923
  Common stock acquired by ESOP/RRP                                                (2,347)                      (2,520)
  Treasury stock, at cost                                                         (25,265)                      (3,461)
  Net unrealized gain on securities available-for-sale                                 87                           23
  Retained earnings                                                                48,934                       46,679
                                                                                ---------                   ----------

       Total stockholders' equity                                                  90,634                      109,700
                                                                                ---------                   ----------

       Total liabilities and stockholders' equity                               $ 970,581                   $1,022,136
                                                                                =========                   ==========

       Book value per share                                                     $   20.09                   $    19.64
                                                                                =========                   ==========

       Tangible book value per share                                            $   15.76                   $    16.01
                                                                                =========                   ==========
</TABLE>
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME
WESTERFED FINANCIAL CORPORATION AND SUBSIDIARIES
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
                                                                          (Unaudited)                   (Unaudited)
                                                                      Three Months Ended              Six Months Ended
                                                                          December 31,                    December 31,
                                                                     1998             1997            1998            1997
                                                                  ----------      -----------      ----------      ----------
<S>                                                               <C>             <C>              <C>              <C>
Interest income:
   Loans receivable                                               $   13,604      $   14,211       $   27,670       $  28,018
   Mortgage-backed securities available-for-sale                         272             540              627           1,119
   Mortgage-backed securities                                          1,588           1,950            3,293           3,940
   Investment securities available-for-sale                            1,797           1,203            3,666           2,421
   Investment securities                                                 214             612              471           1,127
   Interest-bearing deposits                                             273             167              361             310
   Other                                                                  80              81              160             158
                                                                  ----------      ----------       ----------      ----------

     Total interest income                                            17,828          18,764           36,248          37,093
                                                                  ----------      ----------       ----------      ----------

Interest expense:
   NOW and money market demand                                           792             847            1,673           1,664
   Savings                                                               557             671            1,177           1,361
   Certificates of deposit                                             5,312           5,468           10,738          10,859
   Advances from FHLB - Seattle and other borrowed funds               3,204           3,665            6,842           7,099
                                                                  ----------      ----------       ----------      ----------

     Total interest expense                                            9,865          10,651           20,430          20,983
                                                                  ----------      ----------       ----------      ----------

     Net interest income                                               7,963           8,113           15,818          16,110
Provision for loan losses                                                270             256              510             420
                                                                  ----------      ----------       ----------      ----------

     Net interest income after provision for loan losses               7,693           7,857           15,308          15,690
                                                                  ----------      ----------       ----------      ----------


Non-interest income:
   Loan origination fees on loans sold                                   742             476            1,429           1,004
   Service fees                                                        1,180           1,161            2,392           2,286
   Net gain on sale of loans and securities available-for-sale           325             267              581             489
   Other                                                                 130              91              302             179
                                                                  ----------      ----------       ----------      ----------

     Total non-interest income                                         2,377           1,995            4,704           3,958
                                                                  ----------      ----------       ----------      ----------


Non-interest expenses:
   Compensation and employee benefits                                  3,234           2,978            6,592           6,448
   Net occupancy expense of premises                                     519             532            1,035           1,064
   Equipment and furnishings expense                                     542             381            1,095             770
   Data processing expense                                               402             396              815             776
   Federal insurance premium                                              83              90              171             180
   Intangibles amortization                                              373             331              746             662
   Marketing and advertising                                             219             106              373             362
   Other                                                               1,613           1,601            3,127           3,006
                                                                  ----------      ----------       ----------      ----------

     Total non-interest expense                                        6,985           6,415           13,954          13,268
                                                                  ----------      ----------       ----------      ----------

     Income before income taxes                                        3,085           3,437            6,058           6,380

Income taxes                                                           1,256           1,339            2,475           2,473
                                                                  ----------      ----------       ----------      ----------

     Net income                                                   $    1,829      $    2,098       $    3,583      $    3,907
                                                                  ==========      ==========       ==========      ==========

Net income per share:
   Basic                                                          $     0.35      $     0.40       $     0.67      $     0.74
                                                                  ==========      ==========       ==========      ==========
   Diluted                                                        $     0.33      $     0.37       $     0.64      $     0.70
                                                                  ==========      ==========       ==========      ==========

Dividends per share                                               $    0.140      $    0.120       $    0.275      $    0.235
                                                                  ==========      ==========       ==========      ==========

Dividend payout ratio - basic                                         40.00%          30.00%           41.04%          31.76%
                                                                  ==========      ==========       ==========      ==========

Average common and common equivalent shares outstanding:
   Basic                                                           5,294,511       5,300,264        5,332,611       5,292,615
                                                                  ==========      ==========       ==========      ==========
   Diluted                                                         5,565,944       5,621,237        5,620,681       5,610,129
                                                                  ==========      ==========       ==========      ==========
</TABLE>
<PAGE>
WESTERFED FINANCIAL CORPORATION AND SUBSIDIARIES
Selected Financial Ratios and Other Data:       
<TABLE>
<CAPTION>
                                                                               (Unaudited)                      (Unaudited)
                                                                           Three Months Ended                 Six Months Ended
                                                                               December 31,                       December 31,
                                                                          -----------------------          ------------------------
                                                                           1998             1997            1998              1997
                                                                          ------           ------          ------            ------
<S>                                                                       <C>              <C>             <C>               <C>
Performance Ratios:
  Return on assets (ratio of net income to average total assets) (1)         0.74%           0.83%           0.72%            0.78%
  Return on equity (ratio of net income to average equity) (1)               6.97            7.81            6.63             7.33

  Interest rate spread information:
       Average during period                                                 3.28            3.22            3.21             3.23
       End of period                                                         3.21            3.14            3.21             3.14
  Net interest margin (1) (2)                                                3.51            3.48            3.45             3.49
  Ratio of non-interest expense to average total assets (1)                  2.82            2.52            2.79             2.64

Asset Quality Ratios:
  Non-performing assets to total assets, at end of period                    0.47            0.38            0.47             0.38
  Total allowance for loan losses to total non-performing
     assets (3)                                                            105.78          126.04          105.78           126.04

Capital Ratios:
  Stockholders' equity to total assets, at end of period                     9.34           10.40            9.34            10.40
  Tangible stockholders' equity to tangible assets, at end of period         7.48            8.62            7.48             8.62
  Ratio of average interest-earning assets to average
     interest-bearing liabilities                                          105.12          105.67          105.60           105.85

- -----------------------------------------------------------------------------------------------------------------------------------
</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>
                                                                                  (Unaudited)                                      
                                              ----------------------------------------   ----------------------------------------- 

                                                    DECEMBER 31, 1998 - QTD                      DECEMBER 31, 1997 - 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>        
  Loans receivable (1) (2)                      $642,972        $13,604        8.46%         $666,589        $14,211       8.53%   
  Mortgage-backed securities (2)                 112,678          1,860        6.60%          144,993          2,490       6.87%   
  Investments (2)                                124,358          2,011        6.47%          107,738          1,815       6.74%   
  Other interest-earning assets (3)               21,241            273        5.14%            6,131            167      10.90%   
  Cash surrender value of life insurance           6,824             80        4.69%            6,522             81       4.97%   
                                              ---------------------------------------     ---------------------------------------  

    Total Interest-Earning Assets                908,073         17,828        7.85%          931,973         18,764       8.05%   
                                              =======================================     =======================================  

INTEREST-BEARING LIABILITIES:                                                                                                      
  Certificates of deposits                       376,463          5,312        5.64%          378,825          5,468       5.77%   
  Savings accounts                                90,831            557        2.45%           97,108            671       2.76%   
  Demand and now accounts                        116,539            205        0.70%          108,517            322       1.19%   
  Money market accounts                           60,763            587        3.86%           52,213            525       4.02%   
                                              ---------------------------------------     ---------------------------------------  

    Total deposits                               644,596          6,661        4.13%          636,663          6,986       4.39%   
  FHLB advances and other borrowed money         219,277          3,204        5.84%          245,277          3,665       5.98%   
                                              ---------------------------------------     ---------------------------------------  

    Total Interest-Bearing Liabilities           863,873          9,865        4.57%          881,940         10,651       4.83%   
                                             ========================================    ========================================  

Net interest income                                              $7,963                                       $8,113               
                                                                =======                                      =======               

Net interest rate spread                                                       3.28%                                       3.22%   
                                                                              ======                                      ======   

Net interest earning assets                      $44,200                                       $50,033                             
                                                ========                                      ========                             

Net interest margin (4)                                                        3.51%                                       3.48%   
                                                                              ======                                      ======   
Average interest-earning assets
  to average interest-bearing liabilities                       105.12%                                      105.67%               
                                                                =======                                      =======               
</TABLE>


<PAGE>
(RESTUBBED TABLE)

<TABLE>                                                                        
<CAPTION>           
                                                                                 (Unaudited)                                        
                                              ---------------------------------------    -------------------------------------------
                                                                                                                                    
                                                      DECEMBER 31, 1998 - YTD                       DECEMBER 31, 1997 - 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>                                                    
  Loans receivable (1) (2)                      $650,235       $27,670        8.51%         $657,501         $28,018          8.52% 
  Mortgage-backed securities (2)                 116,978         3,920        6.70%          148,060           5,059          6.83%
  Investments (2)                                128,496         4,137        6.44%          103,762           3,548          6.84% 
  Other interest-earning assets (3)               13,163           361        5.49%            7,504             310          8.26% 
  Cash surrender value of life insurance           6,789           160        4.71%            6,439             158          4.91% 
                                              --------------------------------------     -------------------------------------------
                                                                                                                                    
    Total Interest-Earning Assets               $915,659       $36,248        7.92%          923,265          37,093          8.04% 
                                              ======================================     ===========================================
                                                                                                                                    
INTEREST-BEARING LIABILITIES:                                                                                                       
  Certificates of deposits                      $377,251       $10,738        5.69%          377,265          10,859          5.76% 
  Savings accounts                                91,179         1,177        2.58%           98,921           1,361          2.75% 
  Demand and now accounts                        112,876           491        0.87%          105,947             640          1.21% 
  Money market accounts                           59,213         1,182        3.99%           51,069           1,024          4.01% 
                                              --------------------------------------     -------------------------------------------
                                                                                                                                    
    Total deposits                               640,519        13,588        4.24%          633,202          13,884          4.39% 
  FHLB advances and other borrowed money         226,623         6,842        6.04%          239,038           7,099          5.94% 
                                              --------------------------------------     -------------------------------------------
                                                                                                                                    
    Total Interest-Bearing Liabilities          $867,140       $20,430        4.71%          872,240          20,983          4.81% 
                                              ======================================     ===========================================
                                                                                                                                    
Net interest income                                            $15,818                                       $16,110
                                                               =======                                       =======                
                                                                                                                                    
Net interest rate spread                                                      3.21%                                           3.23% 
                                                                             ======                                          ====== 
                                                                                                                                    
Net interest earning assets                      $48,519                                     $51,025                                
                                                ========                                    ========                                
                                                                                                                                    
Net interest margin (4)                                                       3.45%                                           3.49% 
                                                                             ======                                          ====== 
Average interest-earning assets                                                                                                     
  to average interest-bearing liabilities                      105.60%                                       105.85%                
                                                               =======                                       ======= 
</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>


                                                                (Unaudited)
                                                                December 31,         June 30,
                                                                    1998               1998
- ---------------------------------------------------------------------------------------------
                                                               (In Thousands)
<S>                                                              <C>                 <C>
Non-accruing loans:
Real Estate:
     One-to-four family                                           $1,164              $1,967
     Multi-family                                                      -                  89
     Nonresidential property (except land)                            11                  35
     Land                                                             35                   -
     Construction                                                    112                 362
Agriculture                                                          221                   -
Commercial - non real estate                                         107                  32
Consumer                                                           1,455               1,504
- ---------------------------------------------------------------------------------------------
     Total                                                         3,105               3,989
- ---------------------------------------------------------------------------------------------

Accruing loans delinquent 90 days or more:
Real Estate:
     One-to-four family                                              725                 442
     Multi-family                                                      -                   -
     Nonresidential property (except land)                             -                   -
     Construction                                                      -                   -
Agriculture                                                            -                   -
Commercial - non real estate                                           -                  10
Consumer                                                             242                 174
- ---------------------------------------------------------------------------------------------
     Total                                                           967                 626
- ---------------------------------------------------------------------------------------------

Foreclosed assets:
Real Estate:
     One-to-four family                                              234                 279
     Multi-family                                                      -                   -
     Commercial                                                        -                   -
     Land                                                             26                  28
     Construction                                                      -                   -
Consumer                                                             249                 114
- ---------------------------------------------------------------------------------------------
     Total                                                           509                 421
- ---------------------------------------------------------------------------------------------

Total non-performing assets                                       $4,581              $5,036
=============================================================================================
</TABLE>
<PAGE>


                         WESTERFED FINANCIAL CORPORATION
                            Allowance for Loan Losses
<TABLE>
<CAPTION>


                                                                        (Unaudited)                        (Unaudited)
                                                                   For the Three Month                 For the Six Month
                                                                       Period Ended                       Period Ended
                                                                       December 31,                       December 31,
                                                                  -----------------------            ----------------------
                                                                   1998             1997              1998            1997
                                                                  ------           ------            ------          ------
                                                                       (In Thousands)                     (In Thousands)
                                                                  -----------------------            ----------------------
<S>                                                               <C>              <C>               <C>              <C>   
Balance at beginning of period.................................   $4,880           $4,743            $4,907           $4,651
                                                                  ------           ------            ------           ------

Charge-Offs:
Real Estate:
       One- to four-family.....................................     (130)              --              (130)              --
       Commerical..............................................       --               --                --               --
Other:
       Commerical..............................................      (45)              --               (48)              --
       Consumer................................................     (152)             (72)             (438)            (153)
                                                                  ------           ------            ------           ------
Total charge-offs..............................................     (327)             (72)             (616)            (153)
                                                                  ------           ------            ------           ------

Recoveries:
Other:
       Commerical..............................................       --                3                --                3
       Consumer................................................       23               12                45               21
                                                                  ------           ------            ------           ------
Total recoveries...............................................       23               15                45               24
                                                                  ------           ------            ------           ------
Net charge-offs................................................     (304)             (57)             (571)            (129)
                                                                  ------           ------            ------           ------
Provisions charged to operations...............................      270              256               510              420
Reserves acquired..............................................       --               --                --               --
                                                                  ------           ------            ------           ------
Balance at end of period.......................................   $4,846           $4,942            $4,846           $4,942
                                                                  ======           ======            ======           ======

Ratio of net charge-offs during the period to average loans
       outstanding during the period...........................     0.05%            0.01%             0.09%            0.02%
                                                                  ======           ======            ======           ======

Ratio of net charge-offs during the period to average non-
       performing assets during the period.....................     6.23%            1.43%            11.70%            3.23%
                                                                  ======           ======            ======           ======

Ratio of allowance for loan losses to net loans before
       allowance...............................................     0.75%            0.73%             0.75%            0.72%
                                                                  ======           ======            ======           ======
</TABLE>


<PAGE>

                                                                    EXHIBIT 99.6



                    WESTERFED FINANCIAL CORPORATION ANNOUNCES

                 CORRECTION TO PRESS RELEASE OF JANUARY 20, 1999


         Missoula, Montana -- January 29, 1999 -- WesterFed Financial
Corporation (NASDAQ - WSTR), the holding company for Western Security Bank,
today announced that earnings per share for the second quarter ended December
31, 1998 has been revised from $0.35 per share to $0.33 per share and earnings
per share for the six month period ended December 31, 1998 has been revised from
$0.65 per share to $0.64 per share. This revision is based on a change in the
calculation of shares outstanding for the periods based on an average daily
balance method as compared to an average monthly basis as previously reported.
Because 1,082,854 shares were repurchased on December 24, 1998 the calculation
of shares outstanding on an average daily basis results in more shares
outstanding during the periods as compared to an average monthly calculation.
Because the 1,082,854 shares represent 19.4% of WesterFed Financial
Corporation's 5,594,361 outstanding shares of common stock prior to the
repurchase of shares, the full impact of the reduced number of shares will not
be reflected on quarterly earnings per share calculations until the quarter
ending March 31, 1999 where approximately 4,595,000 shares will be outstanding
for diluted earnings per share calculations for the quarter.


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


<PAGE>



                    WESTERFED FINANCIAL CORPORATION ANNOUNCES
                             SECOND QUARTER EARNINGS


         Missoula, Montana -- January 20, 1999 -- WesterFed Financial
Corporation (the "Company") (NASDAQ - WSTR), the holding company for Western
Security Bank (the "Bank"), announced earnings for the second quarter ended
December 31, 1998 of $1.8 million, or $0.35 per share, as compared to $2.1
million, or $0.37 per share for the same period last year. Earnings for the six
month period ended December 31, 1998 were $3.6 million, or $0.65 per share as
compared to $3.9 million, or $0.70 per share, for the same six month period last
year. All per share amounts are diluted earnings per share as calculated under
SFAS No. 128.
         The Company also announced it will pay a regular cash dividend of $0.14
per share for the quarter ended December 31, 1998 payable on February 24, 1999
to stockholders of record on February 10, 1999. The regular quarterly cash
dividend of $0.14 represents an increase of 3.7% over the prior quarter's
regular cash dividend of $0.135 per share. The Company has increased normal cash
dividends every quarter since becoming a public company.

         President/Chief Executive Officer Lyle R. Grimes stated, "Even though
the $1.8 million of earnings reported are the same as the prior quarter ended
September 30, 1998, the current quarter includes expenses incurred related to
the testing of the year 2000 issues. These costs, along with additional
professional fees, were approximately $200,000 for the quarter just ended. The
Bank has spent a considerable amount of time and money testing critical
applications that may be affected by the year 2000 issue. Mortgage loan
refinance activity continues to remain strong resulting in $1.1 million of loan
origination fees and gains on sale of loans available-for-sale during the
quarter ended December 31, 1998. Because of the interest rate risk incurred with
long term lending in the current low interest rate environment, such
originations (generally thirty year) are currently being sold to the secondary
market so that one-to-four family loans decreased $24.5 million during the
fiscal year. In addition, increased prepayments on mortgage-backed securities
and investment securities resulted in an additional decrease of $35.7 million in
mortgage-backed securities and investment securities. With the current low
interest rate environment management has decided not to reinvest these proceeds
at this time and instead has used the proceeds to pay down borrowed funds of
$46.1 million and to repurchase $21.8 million of common stock . Even though the
total loan portfolio has decreased $17.1 million during this fiscal year, as a

<PAGE>

result of a decrease in the one- to four-family loans, we are pleased that
higher yielding consumer and commercial loans increased $7.4 million, helping
the Bank to increase its interest rate spread to 3.2% at December 31, 1998 from
2.99% at June 30, 1998. In addition, the lower interest rate environment has
allowed the Bank to reduce its cost of funds to 4.43% at December 31, 1998 from
4.79% at June 30, 1998."
         Grimes further stated, "On December 28, 1998 we announced the
successful completion of the repurchase of 1,082,854 shares of common stock at
$20.00 per share resulting in a decrease in stockholder's equity of $21.8
million. We are very pleased that this represents 98.4% of the 1,100,000 shares
we wanted to repurchase. Given the current interest rate environment and
resulting cash inflows from loan and investment pay downs we believe that this
was a good use of excess liquidity at this time and should enhance shareholder
value in the future."
         Total assets decreased $51.4 million to $970.6 million at December 31,
1998 as compared to $1.022 billion at June 30, 1998. Total loans decreased $17.1
million to $640.2 million at December 31, 1998 as compared to $657.3 million at
June 30, 1998. Mortgage-backed securities decreased $16.9 million to $109.5
million at December 31,1998 from $126.4 million at June 30, 1998 and investment
securities, Federal Home Loan Bank stock and all other interest earning
investments decreased $18.8 million to $136.6 million at December 31, 1998 from
$155.4 million at June 30, 1998. These decreases in assets were partially offset
by a decrease in borrowed funds of $46.1 million to $209.1 million at December
31, 1998 from $255.2 million at June 30, 1998 and a decrease in stockholder's
equity of $19.1 million. Total deposits increased $15.4 million to $651.8
million at December 31, 1998 as compared to $636.4 million at June 30, 1998.
         Net income decreased to $1.8 million for the quarter ended December 31,
1998 from $2.1 million for the same period last year due primarily to an
increase in non-interest expense. Net interest income before provision for loan
losses for the quarter ended December 31, 1998 decreased $100,000 to $8.0
million as compared to $8.1 million over the same period last year. Total
non-interest income increased $400,000 to $2.4 million during the quarter ended
December 31, 1998 from $2.0 million during the same period last year.
Non-interest expenses increased $600,000 to $7.0 million for the quarter ended
December 31, 1998 from $6.4 million for the same period last year.

<PAGE>

         Net income decreased $300,000 to $3.6 million for the six month period
ended December 31, 1998 from $3.9 million for the same period last year. Net
interest income before provision for loan losses for the six month period ended
December 31, 1998 decreased $300,000 to $15.8 million, from $16.1 million for
the same period last year. Total non-interest income increased $700,000 to $4.7
million during the six month period ended December 31, 1998 from $4.0 million
during the same period last year.
         Non-interest expenses increased $700,000 to $14.0 million for the six
month period ended December 31, 1998 from $13.3 million for the same period last
year. Non-performing assets decreased $400,000 to $4.6 million at December 31,
1998, from $5.0 million at June 30, 1998, due primarily to a $520,000 decrease
in one-to-four family non-performing loan balances. Nonperforming assets as a
percentage of total assets decreased to 0.47% at December 31, 1998 from 0.49% at
June 30, 1998. The 0.47% is substantially less than the national composite for
thrifts of 0.80% at September 30, 1998, which is the latest available
information as reported by the Office of Thrift Supervision. The ratio of
allowance for loan losses to non-performing assets increased to 119.01% at
December 31, 1998 from 104.79% at September 30, 1998 and 106.33% at June 30,
1998.
         The Bank has entered into an agreement with INVEST Financial
Corporation to provide full service brokerage and investment services to
customers in Western Security locations in Montana. The Bank's relationship with
INVEST is through Western Security Investment Services, Inc., which is a
subsidiary of the Bank. Currently, the Bank has INVEST centers in Billings and
Missoula.
         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:        Dale W. Brevik, Senior Vice President/Marketing
                James A. Salisbury, Executive Vice President/Treasurer/
                   Chief Financial Officer
               (406) 721-5254




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