##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 x
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2005
  o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from ___to ___
  ANCHOR BANCORP WISCONSIN INC.
 (Exact name of registrant as specified in its charter)
 Wisconsin
    
    39-1726871(State or other jurisdiction of
incorporation or organization)
    
    (IRS Employer Identification No.)25 West Main Street
Madison, Wisconsin
    
    53703(Address of principal executive office)
    
    (Zip Code)
 (608) 252-8700
 Not Applicable
  x o
  x o




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ANCHOR BANCORP WISCONSIN INC.
INDEX  FORM 10-Q
  
 Page #Part I  Financial InformationItem 1 Financial Statements (Unaudited)Consolidated Balance Sheets as of June 30, 2005
and March 31, 2005
    
    
    2Consolidated Statements of Income for the Three
Months Ended June 30, 2005 and 2004
    
    
    3Consolidated Statements of Cash Flows for the Three Months
Ended June 30, 2005 and 2004
    
    
    4Notes to Unaudited Consolidated Financial Statements
    
    
    6Item 2Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    16Results of Operations
    
    
    20Financial Condition
    
    
    24Asset Quality
    
    
    25Liquidity & Capital Resources
    
    
    28Asset/Liability Management
    
    
    31Consent Order
    
    
    31Item 3Quantitative and Qualitative Disclosures About Market Risk
    
    
    32Item 4Controls and Procedures
    
    
    32Part II  Other InformationItem 1Legal Proceedings
    
    
    32Item 2Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    33Item 3 Defaults upon Senior Securities
    
    
    33Item 4 Submission of Matters to a Vote of Security Holders
    
    
    33Item 5Other Information
    
    
    33Item 6 Exhibits
    
    
    34Signatures
    
    
    35CertificationCertificationCertificationCertification
   
 1




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Consolidated Balance Sheets
 (Unaudited)June 30,
    
    
    March 31,2005
    
    
    2005(In Thousands, Except Share Data)AssetsCash
    
    $
    67,638
    
    
    $
    61,041Interest-bearing deposits
    
    
    145,753
    
    
    
    105,395Cash and cash equivalents
    
    
    213,391
    
    
    
    166,436Investment securities available for sale
    
    
    42,004
    
    
    
    52,055Mortgage-related securities available for sale
    
    
    291,596
    
    
    
    202,250Mortgage-related securities held to maturity (fair value of $1,453
and $1,537, respectively)
    
    
    1,418
    
    
    
    1,502Loans receivable, net:Held for sale
    
    
    6,313
    
    
    
    4,361Held for investment
    
    
    3,383,250
    
    
    
    3,414,608Foreclosed properties and repossessed assets, net
    
    
    1,909
    
    
    
    1,458Real estate held for development and sale
    
    
    43,523
    
    
    
    48,949Office properties and equipment
    
    
    29,671
    
    
    
    30,495Federal Home Loan Bank stockat cost
    
    
    44,923
    
    
    
    44,923Accrued interest on investments and loans and other assets
    
    
    58,868
    
    
    
    63,463Goodwill
    
    
    19,956
    
    
    
    19,956Total assets
    
    $
    4,136,822
    
    
    $
    4,050,456Liabilities and Stockholders EquityDeposits and advance payments by borrowers for taxes and insurance
    
    $
    2,960,468
    
    
    $
    2,873,533Federal Home Loan Bank and other borrowings
    
    
    798,927
    
    
    
    793,609Other liabilities
    
    
    51,394
    
    
    
    62,834Total liabilities
    
    
    3,810,789
    
    
    
    3,729,976Minority interest in real estate partnerships
    
    
    10,617
    
    
    
    9,802Preferred stock, $.10 par value, 5,000,000 shares
authorized, none outstanding
    
    
    
    
    
    
    Common stock, $.10 par value, 100,000,000 shares authorized,
25,363,339 shares issued, 22,174,560 and 22,319,513 shares outstanding,
respectively
    
    
    2,536
    
    
    
    2,536Additional paid-in capital
    
    
    68,884
    
    
    
    68,627Retained earnings
    
    
    322,389
    
    
    
    315,077Accumulated other comprehensive income (loss)
    
    
    638
    
    
    
    (708
    )Treasury stock (3,188,779 shares and 3,043,826 shares, respectively), at cost
    
    
    (72,440
    )
    
    
    (68,441
    )Unearned deferred compensation
    
    
    (6,591
    )
    
    
    (6,413
    )Total stockholders equity
    
    
    315,416
    
    
    
    310,678Total liabilities and stockholders equity
    
    $
    4,136,822
    
    
    $
    4,050,456
  2




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##### Table of Contents



Consolidated Statements of Income
 Three Months Ended June 30,2005
    
    
    2004(As Restated)(In Thousands, Except Per Share Data)Interest income:Loans
    
    $
    51,225
    
    
    $
    43,088Mortgage-related securities
    
    
    2,543
    
    
    
    2,188Investment securities
    
    
    1,018
    
    
    
    1,533Interest-bearing deposits
    
    
    781
    
    
    
    227Total interest income
    
    
    55,567
    
    
    
    47,036Interest expense:Deposits
    
    
    16,473
    
    
    
    11,816Notes payable and other borrowings
    
    
    6,949
    
    
    
    7,014Total interest expense
    
    
    23,422
    
    
    
    18,830Net interest income
    
    
    32,145
    
    
    
    28,206Provision for loan losses
    
    
    265
    
    
    
    450Net interest income after provision for loan losses
    
    
    31,880
    
    
    
    27,756Non-interest income:Real estate investment partnership revenue
    
    
    11,513
    
    
    
    23,736Loan servicing income
    
    
    1,312
    
    
    
    933Credit enhancement derivative income (includes interest
income of $62 and $56, respectively)
    
    
    395
    
    
    
    378Service charges on deposits
    
    
    2,372
    
    
    
    2,195Insurance commissions
    
    
    687
    
    
    
    634Net gain (loss) on sale of loans
    
    
    123
    
    
    
    (1,164
    )Net gain on sale of investments and mortgage-related securities
    
    
    7
    
    
    
    868Other revenue from real estate operations
    
    
    1,215
    
    
    
    1,138Other
    
    
    1,155
    
    
    
    915Total non-interest income
    
    
    18,779
    
    
    
    29,633Non-interest expense:Compensation
    
    
    10,872
    
    
    
    9,869Real estate investment partnership cost of sales
    
    
    8,411
    
    
    
    19,711Occupancy
    
    
    1,577
    
    
    
    1,704Furniture and equipment
    
    
    1,567
    
    
    
    1,382Data processing
    
    
    1,281
    
    
    
    1,276Marketing
    
    
    1,095
    
    
    
    1,007Other expenses from real estate partnership operations
    
    
    2,049
    
    
    
    2,822Other
    
    
    3,189
    
    
    
    2,657Total non-interest expense
    
    
    30,041
    
    
    
    40,428Minority interest in income of real estate partnership operations
    
    
    1,288
    
    
    
    1,582Income before income taxes
    
    
    19,330
    
    
    
    15,379Income taxes
    
    
    7,770
    
    
    
    5,160Net income
    
    $
    11,560
    
    
    $
    10,219Earnings per share:Basic
    
    $
    0.53
    
    
    $
    0.45Diluted
    
    
    0.52
    
    
    
    0.44Dividends declared per share
    
    
    0.14
    
    
    
    0.11
  3




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Consolidated Statements of Cash Flows
 Three Months Ended June 30,2005
    
    
    2004(As Restated)(In Thousands)Operating ActivitiesNet income
    
    $
    11,560
    
    
    $
    10,219Adjustments to reconcile net income to net
cash provided by operating activities:Provision for loan losses
    
    
    265
    
    
    
    450Provision for depreciation and amortization
    
    
    1,107
    
    
    
    1,105Cash paid due to origination of loans held for sale
    
    
    (270,183
    )
    
    
    (280,913
    )Cash received due to sale of loans held for sale
    
    
    268,231
    
    
    
    284,459Net (gain) loss on sales of loans
    
    
    (123
    )
    
    
    1,164Gain sale of investments
    
    
    (7
    )
    
    
    (868
    )Tax benefit from stock related compensation
    
    
    257
    
    
    
    182Increase in accrued interest receivable
    
    
    (1,321
    )
    
    
    (1,235
    )Decrease in prepaid exp and other assets
    
    
    5,916
    
    
    
    6,041Decrease (increase) in accrued interest payable
    
    
    153
    
    
    
    (264
    )Decrease in accounts payable
    
    
    (11,309
    )
    
    
    (8,609
    )Other
    
    
    (965
    )
    
    
    4,806Net cash provided by operating activities
    
    
    3,581
    
    
    
    16,537Investing ActivitiesProceeds from sales of investment securities available for sale
    
    
    79
    
    
    
    1,109Proceeds from maturities of investment securities
    
    
    36,080
    
    
    
    72,460Purchase of investment securities available for sale
    
    
    (25,987
    )
    
    
    (92,552
    )Proceeds from sale of mortgage-related securities available for sale
    
    
    1,307
    
    
    
    12,869Purchase of mortgage-related securities available for sale
    
    
    (9,096
    )
    
    
    (19,572
    )Principal collected on mortgage-related securities
    
    
    15,042
    
    
    
    20,984Decrease in FHLB stock
    
    
    
    
    
    
    8,708Net decrease in loans held for investment
    
    
    (62,771
    )
    
    
    (95,324
    )Purchases of office properties and equipment
    
    
    (160
    )
    
    
    (586
    )Sales of office properties and equipment
    
    
    
    
    
    
    171Sales of real estate
    
    
    (384
    )
    
    
    2,615Investment in real estate held for development and sale
    
    
    5,720
    
    
    
    12,201Net cash used in investing activities
    
    
    (40,170
    )
    
    
    (76,917
    )
 4




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Consolidated Statements of Cash Flows (Contd)
 Three Months Ended June 30,2005
    
    
    2004(As Restated)(In Thousands)Financing ActivitiesIncrease in deposit accounts
    
    $
    80,178
    
    
    $
    47,474Increase in advance payments by borrowers
for taxes and insurance
    
    
    6,473
    
    
    
    6,216Proceeds from notes payable to Federal Home Loan Bank
    
    
    46,750
    
    
    
    47,200Repayment of notes payable to Federal Home Loan Bank
    
    
    (49,250
    )
    
    
    (64,900
    )Increase (decrease) in other loans payable
    
    
    7,818
    
    
    
    (6,245
    )Treasury stock purchased
    
    
    (5,934
    )
    
    
    Exercise of stock options
    
    
    451
    
    
    
    312Cash received from employee stock purchase plan
    
    
    1
    
    
    
    88Payments of cash dividends to stockholders
    
    
    (2,943
    )
    
    
    (2,526
    )Net cash provided by financing activities
    
    
    83,544
    
    
    
    27,619Net increase (decrease) in cash and cash equivalents
    
    
    46,955
    
    
    
    (32,761
    )Cash and cash equivalents at beginning of period
    
    
    166,436
    
    
    
    198,993Cash and cash equivalents at end of period
    
    $
    213,391
    
    
    $
    166,232Supplementary cash flow information:Cash paid or credited to accounts:Interest on deposits and borrowings
    
    $
    23,269
    
    
    $
    17,595Income taxes
    
    
    12,750
    
    
    
    6,412Non-cash transactions:Transfer of mortgage loans held to maturity to held for sale
    
    
    94,129
    
    
    
    Securitization of mortgage loans held for sale to mortgage-backed
securities
    
    
    94,165
    
    
    
    
  5




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ANCHOR BANCORP WISCONSIN INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 Note 1  Principles of Consolidation
  Note 2  Basis of Presentation
      6




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Three Months EndedJune 30,2005
    
    
    2004(As Restated)(In Thousands, Except Per Share Data)Net IncomeAs reported
    
    $
    11,560
    
    
    $
    10,219Pro forma
    
    
    11,475
    
    
    
    10,093Earnings per share-BasicAs reported
    
    $
    0.53
    
    
    $
    0.45Pro forma
    
    
    0.53
    
    
    
    0.45Earnings per share-DilutedAs reported
    
    $
    0.52
    
    
    $
    0.44Pro forma
    
    
    0.52
    
    
    
    0.44
   7




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8




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Note 3  Restatement of Prior Periods Presented
      9




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Consolidated Statements of IncomeAs PreviouslyReported
    
    
    Adjustments
    
    
    As Restated(In Thousands, Except per Share Data)Three months ended June 30, 2004Loan servicing income
    
    $
    478
    
    
    $
    455
    
    
    $
    933Credit enhancement derivative income
    
    
    
    
    
    
    378
    
    
    
    378Net gain (loss) on sale of loans
    
    
    299
    
    
    
    (1,463
    )
    
    
    (1,164
    )Total non-interest income
    
    
    30,263
    
    
    
    (630
    )
    
    
    29,633Income before taxes
    
    
    16,009
    
    
    
    (630
    )
    
    
    15,379Income taxes
    
    
    5,412
    
    
    
    (252
    )
    
    
    5,160Net income
    
    
    10,597
    
    
    
    (378
    )
    
    
    10,219Earnings per share:Basic
    
    
    0.47
    
    
    
    (0.02
    )
    
    
    0.45Diluted
    
    
    0.46
    
    
    
    (0.02
    )
    
    
    0.44
 Note 4  Goodwill and Other Intangible Assets
  June 30,
    
    
    March 31,2005
    
    
    2005(In Thousands)Mortgage servicing rights at beginning of period
    
    $
    6,950
    
    
    $
    6,773Additions
    
    
    879
    
    
    
    2,949Amortization
    
    
    (480
    )
    
    
    (2,772
    )Mortgage servicing rights before valuation
allowance at end of period
    
    
    7,349
    
    
    
    6,950Valuation allowance
    
    
    (1,311
    )
    
    
    (515
    )Net mortgage servicing rights at end of period
    
    $
    6,038
    
    
    $
    6,435
  10




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##### Table of Contents



MortgageServicingRights
    
    

CoreDepositPremium
    
    
    Total(In Thousands)Quarter ended June 30, 2005 (actual)
    
    $
    480
    
    
    $
    213
    
    
    $
    693Estimate for
the year ended March 31,2006
    
    
    1,920
    
    
    
    327
    
    
    
    2,2472007
    
    
    1,970
    
    
    
    
    
    
    
    1,9702008
    
    
    1,970
    
    
    
    
    
    
    
    1,9702009
    
    
    1,489
    
    
    
    
    
    
    
    1,489$
    7,349
    
    
    $
    327
    
    
    $
    7,676
 Note 5  Stockholders Equity
   11




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Note 6  Earnings Per Share
  Three Months Ended June 30,(As Restated)2005
    
    
    2004Numerator:Net income
    
    $
    11,560,158
    
    
    $
    10,218,958Numerator for basic and diluted earnings
per shareincome available to common
stockholders
    
    $
    11,560,158
    
    
    $
    10,218,958Denominator:Denominator for basic earnings per
shareweighted-average common
shares outstanding
    
    
    21,788,039
    
    
    
    22,596,936Effect of dilutive securities:Employee stock options
    
    
    428,064
    
    
    
    475,014Management Recognition Plans
    
    
    5,106
    
    
    
    5,074Denominator for diluted earnings per
shareadjusted weighted-average
common shares and assumed conversions
    
    
    22,221,209
    
    
    
    23,077,024Basic earnings per share
    
    $
    0.53
    
    
    $
    0.45Diluted earnings per share
    
    $
    0.52
    
    
    $
    0.44
 12




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Note 7  Segment Information
  Community Banking:
 Real Estate Investments:
  13




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##### Table of Contents



Three Months Ended June 30, 2005(In Thousands)ConsolidatedReal Estate
    
    
    Community
    
    
    Intersegment
    
    
    FinancialInvestments
    
    
    Banking
    
    
    Eliminations
    
    
    StatementsInterest income
    
    $
    70
    
    
    $
    55,868
    
    
    $
    (371
    )
    
    $
    55,567Interest expense
    
    
    370
    
    
    
    23,423
    
    
    
    (371
    )
    
    
    23,422Net interest income (loss)
    
    
    (300
    )
    
    
    32,445
    
    
    
    
    
    
    
    32,145Provision for loan losses
    
    
    
    
    
    
    265
    
    
    
    
    
    
    
    265Net interest income (loss) after provision for loan
losses
    
    
    (300
    )
    
    
    32,180
    
    
    
    
    
    
    
    31,880Real estate investment partnership revenue
    
    
    11,513
    
    
    
    
    
    
    
    
    
    
    
    11,513Other revenue from real estate operations
    
    
    1,215
    
    
    
    
    
    
    
    
    
    
    
    1,215Other income
    
    
    
    
    
    
    6,081
    
    
    
    (30
    )
    
    
    6,051Real estate investment partnership cost of sales
    
    
    (8,411
    )
    
    
    
    
    
    
    
    
    
    
    (8,411
    )Other expense from real estate partnership operations
    
    
    (2,079
    )
    
    
    
    
    
    
    30
    
    
    
    (2,049
    )Minority interest in income of real estate partnerships
    
    
    (1,288
    )
    
    
    
    
    
    
    
    
    
    
    (1,288
    )Other expense
    
    
    
    
    
    
    (19,581
    )
    
    
    
    
    
    
    (19,581
    )Income before income taxes
    
    
    650
    
    
    
    18,680
    
    
    
    
    
    
    
    19,330Income tax expense
    
    
    291
    
    
    
    7,479
    
    
    
    
    
    
    
    7,770Net income
    
    $
    359
    
    
    $
    11,201
    
    
    $
    
    
    
    $
    11,560Total Assets
    
    $
    77,035
    
    
    $
    4,059,787
    
    
    $
    
    
    
    $
    4,136,822
 Three Months Ended June 30, 2004 (As Restated)(In Thousands)ConsolidatedReal Estate
    
    
    Community
    
    
    Intersegment
    
    
    FinancialInvestments
    
    
    Banking
    
    
    Eliminations
    
    
    StatementsInterest income
    
    $
    130
    
    
    $
    46,960
    
    
    $
    (54
    )
    
    $
    47,036Interest expense
    
    
    138
    
    
    
    18,746
    
    
    
    (54
    )
    
    
    18,830Net interest income (loss)
    
    
    (8
    )
    
    
    28,214
    
    
    
    
    
    
    
    28,206Provision for loan losses
    
    
    
    
    
    
    450
    
    
    
    
    
    
    
    450Net interest income (loss) after provision for loan
losses
    
    
    (8
    )
    
    
    27,764
    
    
    
    
    
    
    
    27,756Real estate investment partnership revenue
    
    
    23,736
    
    
    
    
    
    
    
    
    
    
    
    23,736Other revenue (expense) from real estate operations
    
    
    1,138
    
    
    
    
    
    
    
    
    
    
    
    1,138Other income
    
    
    
    
    
    
    4,759
    
    
    
    
    
    
    
    4,759Real estate investment partnership cost of sales
    
    
    (19,711
    )
    
    
    
    
    
    
    
    
    
    
    (19,711
    )Other expense from real estate partnership operations
    
    
    (2,822
    )
    
    
    
    
    
    
    
    
    
    
    (2,822
    )Minority interest in income of real estate partnerships
    
    
    (1,582
    )
    
    
    
    
    
    
    
    
    
    
    (1,582
    )Other expense
    
    
    
    
    
    
    (17,895
    )
    
    
    
    
    
    
    (17,895
    )Income before income taxes
    
    
    751
    
    
    
    14,628
    
    
    
    
    
    
    
    15,379Income tax expense
    
    
    205
    
    
    
    4,955
    
    
    
    
    
    
    
    5,160Net income
    
    $
    546
    
    
    $
    9,673
    
    
    $
    
    
    
    $
    10,219Total Assets
    
    $
    70,003
    
    
    $
    3,765,431
    
    
    $
    
    
    
    $
    3,835,434
 14




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Note 8  Regulatory Action
    Note 9  Subsequent Events
  15




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ANCHOR BANCORP WISCONSIN INC.
 ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   Executive Overview
  
    
    Diluted earnings per share increased to $0.52 per share for the quarter ended June 30,
2005 compared to $0.44 per share for the quarter ended June 30, 2004;
    
    The net interest margin increased to 3.32% for the quarter ended June 30, 2005 compared
to 3.13% for the quarter ended June 30, 2004; and
    
    Loans receivable have increased $216.4 million or 6.82% since June 30, 2004.
  16




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##### Table of Contents



Three Months Ended(Dollars in thousands - except per share amounts)6/30/2005
    
    
    3/31/2005
    
    
    12/31/2004
    
    
    9/30/2004(As Restated)
    
    
    (As Restated)Operations Data:Net interest income
    
    $
    32,145
    
    
    $
    31,231
    
    
    $
    31,651
    
    
    $
    29,615Provision for loan losses
    
    
    265
    
    
    
    165
    
    
    
    664
    
    
    
    300Net gain on sale of loans
    
    
    123
    
    
    
    763
    
    
    
    1,001
    
    
    
    1,043Real estate investment partnership revenue
    
    
    11,513
    
    
    
    51,112
    
    
    
    16,104
    
    
    
    15,143Other non-interest income
    
    
    7,143
    
    
    
    7,838
    
    
    
    5,758
    
    
    
    6,469Real estate investment partnership cost of sales
    
    
    8,411
    
    
    
    30,966
    
    
    
    13,131
    
    
    
    11,067Non-interest expense
    
    
    21,630
    
    
    
    24,682
    
    
    
    20,368
    
    
    
    21,933Minority interest in income of
real estate partnership operations
    
    
    1,288
    
    
    
    8,582
    
    
    
    2,023
    
    
    
    1,359Income before income taxes
    
    
    19,330
    
    
    
    26,549
    
    
    
    18,328
    
    
    
    17,611Income taxes
    
    
    7,770
    
    
    
    9,748
    
    
    
    7,618
    
    
    
    7,006Net income
    
    
    11,560
    
    
    
    16,801
    
    
    
    10,710
    
    
    
    10,605Selected Financial Ratios(1):Yield on earning assets
    
    
    5.73
    %
    
    
    5.56
    %
    
    
    5.51
    %
    
    
    5.35
    %Cost of funds
    
    
    2.53
    
    
    
    2.37
    
    
    
    2.22
    
    
    
    2.22Interest rate spread
    
    
    3.20
    
    
    
    3.19
    
    
    
    3.29
    
    
    
    3.13Net interest margin
    
    
    3.32
    
    
    
    3.29
    
    
    
    3.40
    
    
    
    3.25Return on average assets
    
    
    1.14
    
    
    
    1.68
    
    
    
    1.09
    
    
    
    1.11Return on average equity
    
    
    14.70
    
    
    
    21.44
    
    
    
    13.64
    
    
    
    13.78Average equity to average assets
    
    
    7.75
    
    
    
    7.82
    
    
    
    8.01
    
    
    
    8.09Non-interest expense to average assets
    
    
    2.96
    
    
    
    5.56
    
    
    
    3.42
    
    
    
    3.47Per Share:Basic earnings per share
    
    $
    0.53
    
    
    $
    0.75
    
    
    $
    0.47
    
    
    $
    0.47Diluted earnings per share
    
    
    0.52
    
    
    
    0.74
    
    
    
    0.46
    
    
    
    0.46Dividends per share
    
    
    0.14
    
    
    
    0.13
    
    
    
    0.13
    
    
    
    0.13Book value per share
    
    
    14.22
    
    
    
    13.92
    
    
    
    13.77
    
    
    
    13.55Financial Condition:Total assets
    
    $
    4,136,822
    
    
    $
    4,050,456
    
    
    $
    3,929,881
    
    
    $
    3,909,961Loans receivable, netHeld for sale
    
    
    6,313
    
    
    
    4,361
    
    
    
    11,816
    
    
    
    7,057Held for investment
    
    
    3,383,250
    
    
    
    3,414,608
    
    
    
    3,292,339
    
    
    
    3,231,826Deposits
    
    
    2,960,468
    
    
    
    2,873,533
    
    
    
    2,705,495
    
    
    
    2,681,757Borrowings
    
    
    798,927
    
    
    
    793,609
    
    
    
    826,928
    
    
    
    846,139Stockholders equity
    
    
    315,416
    
    
    
    310,678
    
    
    
    316,243
    
    
    
    312,063Allowance for loan losses
    
    
    26,532
    
    
    
    26,444
    
    
    
    27,526
    
    
    
    28,213Non-performing assets
    
    
    17,030
    
    
    
    15,908
    
    
    
    21,029
    
    
    
    21,187
 
 (1) Annualized when appropriate. 17




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##### Table of Contents



Three Months Ended(Dollars in thousands - except per share amounts)6/30/2004
    
    
    3/31/2004
    
    
    12/31/2003
    
    
    9/30/2003(As Restated)
    
    
    (As Restated)
    
    
    (As Restated)
    
    
    (As Restated)Operations Data:Net interest income
    
    $
    28,206
    
    
    $
    26,823
    
    
    $
    27,490
    
    
    $
    27,582Provision for loan losses
    
    
    450
    
    
    
    600
    
    
    
    450
    
    
    
    450Net gain (loss) on sale of loans
    
    
    (1,164
    )
    
    
    1,569
    
    
    
    1,052
    
    
    
    (22
    )Real estate investment partnership revenue
    
    
    23,736
    
    
    
    35,852
    
    
    
    11,856
    
    
    
    Other non-interest income
    
    
    7,061
    
    
    
    10,922
    
    
    
    4,281
    
    
    
    7,903Real estate investment partnership cost of sales
    
    
    19,711
    
    
    
    26,411
    
    
    
    7,787
    
    
    
    Non-interest expense
    
    
    20,717
    
    
    
    26,102
    
    
    
    18,954
    
    
    
    16,855Minority interest in income of
real estate partnership operations
    
    
    1,582
    
    
    
    2,585
    
    
    
    1,478
    
    
    
    Income before income taxes
    
    
    15,379
    
    
    
    19,468
    
    
    
    16,010
    
    
    
    18,158Income taxes
    
    
    5,160
    
    
    
    7,446
    
    
    
    6,112
    
    
    
    6,969Net income
    
    
    10,219
    
    
    
    12,022
    
    
    
    9,898
    
    
    
    11,189Selected Financial Ratios(1):Yield on earning assets
    
    
    5.22
    %
    
    
    5.21
    %
    
    
    5.49
    %
    
    
    5.66
    %Cost of funds
    
    
    2.17
    
    
    
    2.26
    
    
    
    2.39
    
    
    
    2.46Interest rate spread
    
    
    3.05
    
    
    
    2.95
    
    
    
    3.10
    
    
    
    3.20Net interest margin
    
    
    3.13
    
    
    
    3.03
    
    
    
    3.19
    
    
    
    3.26Return on average assets
    
    
    1.07
    
    
    
    1.28
    
    
    
    1.08
    
    
    
    1.23Return on average equity
    
    
    13.60
    
    
    
    16.10
    
    
    
    13.45
    
    
    
    15.29Average equity to average assets
    
    
    7.86
    
    
    
    7.96
    
    
    
    8.07
    
    
    
    8.03Non-interest expense to average assets
    
    
    4.23
    
    
    
    5.60
    
    
    
    2.93
    
    
    
    1.85Per Share:Basic earnings per share
    
    $
    0.45
    
    
    $
    0.53
    
    
    $
    0.44
    
    
    $
    0.49Diluted earnings per share
    
    
    0.44
    
    
    
    0.52
    
    
    
    0.43
    
    
    
    0.48Dividends per share
    
    
    0.11
    
    
    
    0.11
    
    
    
    0.11
    
    
    
    0.11Book value per share
    
    
    13.20
    
    
    
    12.97
    
    
    
    13.08
    
    
    
    12.50Financial Condition:Total assets
    
    $
    3,835,434
    
    
    $
    3,806,545
    
    
    $
    3,661,819
    
    
    $
    3,657,873Loans receivable, netHeld for sale
    
    
    11,032
    
    
    
    14,578
    
    
    
    14,448
    
    
    
    49,211Held for investment
    
    
    3,162,136
    
    
    
    3,066,812
    
    
    
    3,019,819
    
    
    
    2,910,816Deposits
    
    
    2,663,376
    
    
    
    2,609,686
    
    
    
    2,553,267
    
    
    
    2,597,574Borrowings
    
    
    807,614
    
    
    
    831,559
    
    
    
    750,729
    
    
    
    721,994Stockholders equity
    
    
    303,496
    
    
    
    297,707
    
    
    
    299,589
    
    
    
    289,332Allowance for loan losses
    
    
    28,535
    
    
    
    28,607
    
    
    
    28,899
    
    
    
    28,601Non-performing assets
    
    
    19,009
    
    
    
    17,343
    
    
    
    14,617
    
    
    
    14,693
 
 (1) Annualized when appropriate. 18




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##### Table of Contents



Significant Accounting Policies
  
    
    Establishing the amount of the allowance for loan losses requires
the use of judgment as well as other systematic objective and
quantitative methods. The loan portfolio, foreclosed properties,
and repossessed assets are evaluated on a continuous basis to
determine the necessity for additions to the allowances for losses
and the related balance in the allowances. These evaluations
consider several factors including, but not limited to, general
economic conditions, collateral value, loan portfolio composition,
loan delinquencies, prior loss experience, anticipated loss of
interest and losses inherent in the portfolio. The evaluation of
the allowance for loan losses includes a review of known loan
problems as well as potential loan problems based upon historical
trends and ratios. To determine the level and composition of the
loan loss allowance, the loan portfolio is broken out by
categories of single-family residential, multi-family residential,
commercial real estate, construction and land, consumer and
commercial business. These categories are then further divided
into performing and substandard, which includes performing and
non-performing groups of loans. A five-year historical trend is
applied to each category of performing loans to arrive at the
appropriate levels of loss reserves for those respective
categories based on the ratio of loss history to overall balance
in each respective loan category. The non-performing groups are
analyzed using the trends of the current year in which they are
being evaluated. For commercial business loans, a three-year
historical trend is applied since that category has shown
significant growth both in terms of overall balance and loss
history associated with that growth. The Corporation has
allocated all of its allowance for loan losses to specific
categories as a result of more precise analysis of loan portfolio
performance. Also, within specific loan categories, certain
loans may be identified for specific reserve allocations as well
as the whole category of that loan type being reviewed for a
calculated general reserve based on the foregoing analysis of
trends and overall balance growth within that category.
 
    
    Valuation of mortgage servicing rights requires the use of
judgment. Mortgage servicing rights are established on loans that
are originated and subsequently sold with servicing rights
retained. A portion of the loans book basis is allocated to
mortgage servicing rights when a loan is sold. The fair value of
mortgage servicing rights is the present value of estimated future
net cash flows from the servicing relationship using current
market assumptions for prepayments, servicing costs and other
factors. As the loans are repaid and net servicing revenue is
earned, mortgage servicing rights are amortized into expense. Net
servicing revenues are expected to exceed this amortization
expense. However, if actual prepayment experience exceeds what
was originally anticipated, net servicing revenues may be less
than expected and mortgage servicing rights may be impaired.
 
    
    Goodwill is reviewed at least annually for impairment, which
requires judgment. Goodwill has been recorded as a result of an
acquisition in which purchase price exceeded fair value of net
assets acquired. The price paid for the acquisition is analyzed
and compared to a number of current indices. If goodwill is
determined to be impaired, it would be expensed in the period in
which it became impaired.
  19




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##### Table of Contents



Restatement
      
 RESULTS OF OPERATIONS
 General.
 Net Interest Income.
 20




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##### Table of Contents



Provision for Loan Losses.
 Average Interest-Earning Assets, Average Interest-Bearing Liabilities and Interest Rate
Spread.
 21




---



##### Table of Contents



Three Months Ended June 30,2005
    
    
    2004Average
    
    
    
    
    
    
    
    
    
    
    AverageAverage
    
    
    
    
    
    
    Yield/
    
    
    Average
    
    
    
    
    
    
    Yield/Balance
    
    
    Interest
    
    
    Cost(1)
    
    
    Balance
    
    
    Interest
    
    
    Cost(1)(As Restated)(Dollars
in thousand)INTEREST-EARNING ASSETSMortgage loans (2)
    
    $
    2,646,272
    
    
    $
    38,654
    
    
    
    5.84
    %
    
    $
    2,425,125
    
    
    $
    32,875
    
    
    
    5.42
    %Consumer loans (2)
    
    
    595,013
    
    
    
    9,381
    
    
    
    6.31
    
    
    
    546,785
    
    
    
    7,992
    
    
    
    5.85Commercial business loans (2)
    
    
    190,895
    
    
    
    3,190
    
    
    
    6.68
    
    
    
    161,018
    
    
    
    2,221
    
    
    
    5.52Total loans receivable (2)
    
    
    3,432,180
    
    
    
    51,225
    
    
    
    5.97
    
    
    
    3,132,928
    
    
    
    43,088
    
    
    
    5.50Mortgage-related securities
    
    
    237,536
    
    
    
    2,543
    
    
    
    4.28
    
    
    
    219,293
    
    
    
    2,188
    
    
    
    3.99Investment securities
    
    
    48,888
    
    
    
    409
    
    
    
    3.35
    
    
    
    61,599
    
    
    
    270
    
    
    
    1.75Interest-bearing deposits
    
    
    113,413
    
    
    
    781
    
    
    
    2.75
    
    
    
    102,140
    
    
    
    227
    
    
    
    0.89Federal Home Loan Bank stock
    
    
    44,923
    
    
    
    609
    
    
    
    5.42
    
    
    
    87,891
    
    
    
    1,263
    
    
    
    5.75Total interest-earning assets
    
    
    3,876,940
    
    
    
    55,567
    
    
    
    5.73
    
    
    
    3,603,851
    
    
    
    47,036
    
    
    
    5.22Non-interest-earning assets
    
    
    183,269
    
    
    
    
    
    
    
    
    
    
    
    218,520Total assets
    
    $
    4,060,209
    
    
    
    
    
    
    
    
    
    
    $
    3,822,371INTEREST-BEARING LIABILITIESDemand deposits
    
    $
    759,352
    
    
    
    2,204
    
    
    
    1.16
    
    
    $
    736,841
    
    
    
    754
    
    
    
    0.41Regular passbook savings
    
    
    239,633
    
    
    
    255
    
    
    
    0.43
    
    
    
    248,249
    
    
    
    262
    
    
    
    0.42Certificates of deposit
    
    
    1,916,882
    
    
    
    14,014
    
    
    
    2.92
    
    
    
    1,671,948
    
    
    
    10,800
    
    
    
    2.58Total deposits
    
    
    2,915,867
    
    
    
    16,473
    
    
    
    2.26
    
    
    
    2,657,038
    
    
    
    11,816
    
    
    
    1.78Notes payable and other borrowings
    
    
    785,477
    
    
    
    6,949
    
    
    
    3.54
    
    
    
    815,933
    
    
    
    7,014
    
    
    
    3.44Total interest-bearing liabilities
    
    
    3,701,344
    
    
    
    23,422
    
    
    
    2.53
    
    
    
    3,472,971
    
    
    
    18,830
    
    
    
    2.17Non-interest-bearing liabilities
    
    
    44,394
    
    
    
    
    
    
    
    
    
    
    
    48,798Total liabilities
    
    
    3,745,738
    
    
    
    
    
    
    
    
    
    
    
    3,521,769Stockholders equity
    
    
    314,471
    
    
    
    
    
    
    
    
    
    
    
    300,602Total liabilities and stockholders equity
    
    $
    4,060,209
    
    
    
    
    
    
    
    
    
    
    $
    3,822,371Net interest income/interest rate spread
    
    
    
    
    
    $
    32,145
    
    
    
    3.20
    %
    
    
    
    
    
    $
    28,206
    
    
    
    3.05
    %Net interest-earning assets
    
    $
    175,596
    
    
    
    
    
    
    
    
    
    
    $
    130,880Net interest margin
    
    
    
    
    
    
    
    
    
    
    3.32
    %
    
    
    
    
    
    
    
    
    
    
    3.13
    %Ratio of average interest-earning assets
to average interest-bearing liabilities
    
    
    1.05
    
    
    
    
    
    
    
    
    
    
    
    1.04
 
 (1) Annualized(2)The average balances of loans include non-performing loans, interest of which is recognized on a cash basis. 22




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##### Table of Contents



Non-Interest Income.
 Non-Interest Expense.
 Income Taxes.
 23




---



##### Table of Contents



FINANCIAL CONDITION
          24




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##### Table of Contents



ASSET QUALITY
   At June 30,
    
    
    At March 31,2005
    
    
    2005
    
    
    2004
    
    
    2003(Dollars In Thousands)Non-accrual loans:Single-family residential
    
    $
    4,454
    
    
    $
    2,406
    
    
    $
    3,247
    
    
    $
    4,510Multi-family residential
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    444Commercial real estate
    
    
    3,033
    
    
    
    4,894
    
    
    
    8,764
    
    
    
    1,776Construction and land
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Consumer
    
    
    533
    
    
    
    453
    
    
    
    642
    
    
    
    661Commercial business
    
    
    7,101
    
    
    
    6,697
    
    
    
    2,268
    
    
    
    2,678Total non-accrual loans
    
    
    15,121
    
    
    
    14,450
    
    
    
    14,921
    
    
    
    10,069Real estate held for development and sale
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    49Foreclosed properties and repossessed assets, net
    
    
    1,909
    
    
    
    1,458
    
    
    
    2,422
    
    
    
    1,535Total non-performing assets
    
    $
    17,030
    
    
    $
    15,908
    
    
    $
    17,343
    
    
    $
    11,653Performing troubled debt restructurings
    
    $
    131
    
    
    $
    
    
    
    $
    2,649
    
    
    $
    2,590Total non-accrual loans to total loans
    
    
    0.42
    %
    
    
    0.40
    %
    
    
    0.45
    %
    
    
    0.34
    %Total non-performing assets to total assets
    
    
    0.41
    
    
    
    0.39
    
    
    
    0.46
    
    
    
    0.33Allowance for loan losses to total loans
    
    
    0.73
    
    
    
    0.73
    
    
    
    0.87
    
    
    
    1.00Allowance for loan losses to total
non-accrual loans
    
    
    175.46
    
    
    
    183.00
    
    
    
    191.72
    
    
    
    294.74Allowance for loan and foreclosure losses
to total non-performing assets
    
    
    156.92
    
    
    
    167.39
    
    
    
    165.78
    
    
    
    257.87
     25




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##### Table of Contents



At June 30,
    
    
    At March 31,2005
    
    
    2005
    
    
    2004
    
    
    2003(In Thousands)Impaired loans with valuation
reserve required
    
    $
    10,153
    
    
    $
    10,827
    
    
    $
    17,126
    
    
    $
    8,483Less:Specific valuation allowance
    
    
    6,961
    
    
    
    7,126
    
    
    
    5,382
    
    
    
    3,717Total impaired loans
    
    $
    3,192
    
    
    $
    3,701
    
    
    $
    11,744
    
    
    $
    4,766Average impaired loans
    
    $
    9,825
    
    
    $
    11,535
    
    
    $
    6,389
    
    
    $
    6,288Interest income recognized
on impaired loans
    
    $
    46
    
    
    $
    249
    
    
    $
    710
    
    
    $
    613Interest income recognized on a cash basis
on impaired loans
    
    $
    46
    
    
    $
    249
    
    
    $
    710
    
    
    $
    613
 26




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##### Table of Contents



At June 30,
    
    
    At March 31,2005
    
    
    2005
    
    
    2004
    
    
    2003(In Thousands)30 to 59 days
    
    $
    11,302
    
    
    $
    5,853
    
    
    $
    4,887
    
    
    $
    10,08360 to 89 days
    
    
    1,295
    
    
    
    714
    
    
    
    10,941
    
    
    
    5,612Total
    
    $
    12,597
    
    
    $
    6,567
    
    
    $
    15,828
    
    
    $
    15,695
   Three Months EndedJune 30,2005
    
    
    2004(Dollars In Thousands)Allowance at beginning of period
    
    $
    26,444
    
    
    $
    28,607Charge-offs:Mortgage
    
    
    (23
    )
    
    
    (309
    )Consumer
    
    
    (202
    )
    
    
    (274
    )Commercial business
    
    
    (17
    )
    
    
    (5
    )Total charge-offs
    
    
    (242
    )
    
    
    (588
    )Recoveries:Mortgage
    
    
    1
    
    
    
    8Consumer
    
    
    16
    
    
    
    22Commercial business
    
    
    48
    
    
    
    36Total recoveries
    
    
    65
    
    
    
    66Net charge-offs
    
    
    (177
    )
    
    
    (522
    )Provision
    
    
    265
    
    
    
    450Allowance at end of period
    
    $
    26,532
    
    
    $
    28,535Net charge-offs to
average loans
    
    
    (0.02
    )%
    
    
    (0.07
    )%
  27




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##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
     28




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##### Table of Contents



Minimum RequiredMinimum Required
    
    
    to be WellFor Capital
    
    
    Capitalized UnderActual
    
    
    Adequacy Purposes
    
    
    OTS RequirementsAmount
    
    
    Ratio
    
    
    Amount
    
    
    Ratio
    
    
    Amount
    
    
    Ratio(Dollars In Thousands)As of June 30, 2005:Tier 1 capital(to adjusted tangible assets)
    
    $
    319,868
    
    
    
    7.90
    %
    
    $
    121,528
    
    
    
    3.00
    %
    
    $
    202,546
    
    
    
    5.00
    %Risk-based capital(to risk-based assets)
    
    
    339,442
    
    
    
    10.99
    
    
    
    247,133
    
    
    
    8.00
    
    
    
    308,916
    
    
    
    10.00Tangible capital(to tangible assets)
    
    
    319,868
    
    
    
    7.90
    
    
    
    60,764
    
    
    
    1.50
    
    
    
    N/A
    
    
    
    N/AAs of March 31, 2005:Tier 1 capital(to adjusted tangible assets)
    
    $
    308,050
    
    
    
    7.77
    %
    
    $
    118,890
    
    
    
    3.00
    %
    
    $
    198,149
    
    
    
    5.00
    %Risk-based capital(to risk-based assets)
    
    
    327,368
    
    
    
    10.71
    
    
    
    244,553
    
    
    
    8.00
    
    
    
    305,691
    
    
    
    10.00Tangible capital(to tangible assets)
    
    
    308,050
    
    
    
    7.77
    
    
    
    59,445
    
    
    
    1.50
    
    
    
    N/A
    
    
    
    N/A
  June 30,
    
    
    March 31,2005
    
    
    2005(In Thousands)Stockholders equity of the Bank
    
    $
    340,484
    
    
    $
    327,341Less: Goodwill and intangible assets
    
    
    (20,070
    )
    
    
    (20,283
    )Accumulated other comprehensive income
    
    
    (546
    )
    
    
    992Tier 1 and tangible capital
    
    
    319,868
    
    
    
    308,050Plus: Allowable general valuation allowances
    
    
    19,574
    
    
    
    19,318Risk based capital
    
    $
    339,442
    
    
    $
    327,368
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##### Table of Contents



GUARANTEES
   Amount
    
    
    AmountSubsidiary
    
    Partnership
    
    Amount
    
    
    Outstanding
    
    
    Outstandingof IDI
    
    Entity
    
    Guaranteed
    
    
    at 6/30/05
    
    
    at 3/31/05(Dollars in thousands)Oakmont
    
    Chandler Creek
    
    $
    8,440
    
    
    $
    4,327
    
    
    $
    4,355Davsha III
    
    Indian Palms 147, LLC
    
    
    4,655
    
    
    
    2,068
    
    
    
    1,174Davsha V
    
    Villa Santa Rosa, LLC
    
    
    9,000
    
    
    
    6,822
    
    
    
    8,738Davsha VII
    
    La Vista Grande 121, LLC
    
    
    12,439
    
    
    
    4,791
    
    
    
    5,114Total
    
    
    
    $
    34,534
    
    
    $
    18,008
    
    
    $
    19,381
     30




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##### Table of Contents



ASSET/LIABILITY MANAGEMENT
     
 CONSENT ORDER
    31




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##### Table of Contents



Item 3
    
    Quantitative and Qualitative Disclosures About Market Risk.The Corporations market rate risk has not materially changed from March 31, 2005.
See the Corporations Annual Report on Form 10-K for the year ended March 31, 2005.
 
 Item 4
    
    Controls and ProceduresThe Corporations management, with the participation of the Companys Chief
Executive Officer and Chief Financial Officer, evaluated the effectiveness of the
Corporations disclosure controls and procedures (as defined in Exchange Act Rule
13a-15(e)) as of the end of the period covered by this report and, based on this
evaluation, the Corporations Chief Executive Officer and Chief Financial Officer
concluded that the Companys disclosure controls and procedures are effective.During the quarter ended June 30, 2005, the Corporation continued to take steps to
address the control deficiencies arising from the error described in Managements
Report on Internal Control Over Financial Reporting in the Companys Annual Report
on Form 10-K for the year ended March 31, 2005 (2005 Annual Report), including
adoption of the correct method of accounting for loans originated by the Corporation
through the Mortgage Partnership Finance (MPF) 100 Program of the Federal Home
Loan Bank of Chicago (FHLB) and restating the Corporations financial statements
for the affected periods. Management believes that these actions, as well as the
other corrective actions described in the Corporations 2005 Annual Report, taken as
whole, have addressed the control deficiencies arising from the error described in
the 2005 Annual Report.Other than the actions mentioned above, there has been no change in the
Corporations internal control over financial reporting (as defined in Exchange Act
Rule 13a-15(f)) that occurred during the Corporations most recent fiscal quarter
that has materially affected, or is reasonably likely to materially affect, the
Corporations internal control over financial reporting.
 
 Part II  Other Information
 
 Item 1
    
    Legal Proceeding.The Corporation is involved in routine legal proceedings occurring in the
ordinary course of business which, in the aggregate, are believed by management of
the Corporation to be immaterial to the financial condition and results of
operations of the Corporation.In September 2004, the Board of Directors of the Bank entered into a Stipulation and
Consent to the Issuance of an Order to Cease and Desist for Affirmative Relief with
the OTS and the OTS issued a Consent Order to Cease and Desist for Affirmative
Relief. In December 2004, the Board of Directors of the Bank entered into a
Stipulation and Consent to the Issuance of an Order of Assessment of Civil Money
Penalty with the OTS and the OTS issued a Consent Order of Assessment of Civil Money
Penalty. Under the consent order for monetary penalty, the Banks board of
directors agreed to the assessment of a civil money penalty in the amount of
$100,000 against the Bank in connection with the same matters addressed in the
Consent Order previously issued by the OTS. For additional information, see Item 2,
Managements Discussion and Analysis of Financial Condition and Results of
Operations  Consent Order.
 32




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##### Table of Contents



Item 2
    
    Unregistered Sales of Equity Securities and Use of Proceeds.(a)  (b) Not applicable.(c) The following table sets forth information with respect to any purchase made by or on
behalf of the Corporation or any affiliated purchaser, as defined in §240.10b-18(a)(3) under the
Exchange Act, of shares of the Corporations Common Stock during the indicated periods.
 Total Number ofShares Purchased
    
    
    Maximum Number ofTotal Number
    
    
    Average
    
    
    as Part of Publicly
    
    
    Shares that May Yet Beof Shares
    
    
    Price Paid
    
    
    Announced Plans
    
    
    Purchased Under thePeriod
    
    Purchased
    
    
    per Share
    
    
    or Programs
    
    
    Plans or Programs(2)April 1 - April 30, 2005
    
    
    221,328
    
    
    $
    27.78
    
    
    
    214,500
    
    
    
    998,860May 1 - May 31, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    998,860June 1 - June 30, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    998,860Total
    
    
    221,328
    (1)
    
    $
    27.78
    
    
    
    214,500
    
    
    
    998,860
 
 (1)
    
    Consists of 214,500 shares purchased pursuant to a publicly announced repurchase
program, as described in Note 2, and 6,828 shares acquired from employees in payment for the
exercise price of stock options granted to them pursuant to the Corporations stock option
program.(2)
    
    Effective November 5, 2004, the Board of Directors extended the current share repurchase
program and authorized an additional share repurchase program of 5% or approximately 1.15
million shares of its outstanding common stock in the open market. The repurchases are
authorized to be made from time to time in open-market and/or negotiated transactions as, in
the opinion of management, market conditions may warrant. The repurchased shares will be held
as treasury stock and will be available for general corporate purposes. The Corporation
utilizes various securities brokers as its agent for the stock repurchase program. 
 Item 3
    
    Defaults upon Senior Securities.Not applicable.
 
 Item 4
    
    Submission of Matters to a Vote of Security Holders.Not applicable.
 
 Item 5
    
    Other Information.None.
 33




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##### Table of Contents



Item 6
    
    ExhibitsThe following exhibits are filed with this report:Exhibit 31.1
    
    Certification of Chief Executive Officer Pursuant to Rules 13a-14 and
15d-14 of the Securities Exchange Act of 1934 and Section 302 of the
Sarbanes-Oxley Act of 2002 is included herein as an exhibit to this Report.Exhibit 31.2
    
    Certification of Chief Financial Officer Pursuant to Rules 13a-14 and
15d-14 of the Securities Exchange Act of 1934 and Section 302 of the
Sarbanes-Oxley Act of 2002 is included as an exhibit to this Report.Exhibit 32.1
    
    Certification of the Chief Executive Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) is included herein as an
exhibit to this Report.Exhibit 32.2
    
    Certification of the Chief Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) is included herein as an
exhibit to this Report.
 34




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##### Table of Contents



SIGNATURES
   Date: August 8, 2005
    By:
    /s/ Douglas J. TimmermanDouglas J. Timmerman, Chairman of theBoard, President and Chief Executive Officer Date: August 8, 2005
    By:
    /s/ Michael W. HelserMichael W. Helser, Treasurer andChief Financial Officer 35