FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________________ to ____________________ Commission file number 0-25076 Washington Bancorp ----------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Iowa 42-1446740 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 102 East Main Street, Washington, Iowa 52353 -------------------------------------------------- (Address of principal executive offices)(Zip Code) Registrant's telephone number, including area code: (319)653-7256 Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. Common Stock, $.01 par value 555,834 shares outstanding as of May 10, 2000 Transitional Small Business Disclosure Format (check one): Yes[ ] No[X] INDEX Part I. Financial Information Item 1. Consolidated Financial Statements Consolidated Statements of Financial Condition at March 31, 2000 (unaudited) and June 30, 1999 Unaudited Consolidated Statements of Income for the three months ended March 31, 2000 and 1999 and for the nine months ended March 31, 2000 and 1999 Unaudited Consolidated Statements of Comprehensive Income for the three months ended March 31, 2000 and 1999 and for the nine months ended March 31, 2000 and 1999 Unaudited Consolidated Statements of Cash Flows for the nine months ended March 31, 2000 and 1999 Notes to Consolidated Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Part II. Other Information Signatures Exhibits Item 1. Consolidated Financial Statements Washington Bancorp and Subsidiaries March 31, June 30, 2000 1999* ----------------------------- (Unaudited) ASSETS Cash and cash equivalents: Interest-bearing $ 1,556,373 $ 901,346 Noninterest-bearing 1,133,022 1,656,084 Investment securities: Held to maturity 973,916 760,520 Available for sale 23,800,842 20,695,366 Fed funds, sold - - 1,340,000 Loans receivable, net of allowance for loan losses of $503,344 in March 2000 and $472,187 in June 1999 81,181,923 72,779,177 Accrued interest receivable 1,240,798 1,190,600 Federal Home Loan Bank stock 1,490,150 860,000 Foreclosed real estate 269,832 235,914 Premises and equipment, net 832,102 874,551 Goodwill, net 1,209,604 1,280,526 Other assets 656,692 409,996 ----------------------------- Total assets $114,345,254 $102,984,080 ============================= LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits: Noninterest-bearing $ 3,179,191 $ 2,596,143 Interest-bearing 70,430,006 73,093,323 ----------------------------- Total deposits 73,609,197 75,689,466 Borrowed funds 28,910,480 15,706,290 Advances from borrowers for taxes and insurance 111,147 223,033 Accrued expenses and other liabilities 769,653 464,638 ----------------------------- Total liabilities 103,400,477 92,083,427 ----------------------------- Redeemable common stock held by ESOP 224,304 189,972 ----------------------------- Stockholders' Equity: Preferred stock - - - - Common stock 6,511 6,511 Additional paid-in capital 6,165,687 6,150,310 Retained earnings 7,104,221 6,384,863 Unrealized loss on securities (499,676) (235,778) Treasury shares (1,459,645) (946,435) Deferred compensation (27,314) (79,098) Maximum cash obligation ESOP (224,304) (189,972) Unearned ESOP shares (345,007) (379,720) ----------------------------- Total stockholders' equity 10,720,473 10,710,681 ----------------------------- Total liabilities and stock- holders' equity $114,345,254 $102,984,080 ============================= * Condensed from audited financial statements. See Notes to Consolidated Financial Statements. Washington Bancorp and Subsidiaries Unaudited Consolidated Statements of Income Three Months Ended Nine Months Ended March 31, March 31, 2000 1999 2000 1999 ----------------------- ----------------------- Interest income: Loans receivable: First mortgage loans ...................... $1,088,641 $ 937,944 $3,182,342 $2,948,121 Consumer and other loans .................. 590,747 486,893 1,731,538 1,463,305 Investment securities: Taxable ................................... 398,742 361,647 1,108,571 1,048,014 Non-taxable ............................... 19,583 19,641 50,652 61,088 Total interest income ................ 2,097,713 1,806,125 6,073,103 5,520,528 ------------------------------------------------- Interest expense: Deposits ...................................... 814,716 853,990 2,499,256 2,560,475 Borrowed funds ................................ 378,005 211,363 921,810 666,717 ------------------------------------------------- Total interest expense ............... 1,192,721 1,065,353 3,421,066 3,227,192 ------------------------------------------------- Net interest income .................. 904,992 740,772 2,652,037 2,293,336 Provision for loan losses .......................... 31,000 18,000 70,500 74,000 ------------------------------------------------- Net interest income after provision for loan losses .......... 873,992 722,772 2,581,537 2,219,336 ------------------------------------------------- Noninterest income: Security gains, net ........................... - - 3,961 - - 15,205 Loan origination and commitment fees .......... 684 2,792 4,700 6,155 Service charges and fees ...................... 91,735 62,944 276,653 207,968 Insurance commisions .......................... 26,546 15,782 52,596 37,554 Investment center ............................. 12,205 - - 18,621 - - Other ......................................... 478 8,615 23,682 18,949 ------------------------------------------------- Total noninterest income ............. 131,648 94,094 376,252 285,831 ------------------------------------------------- Noninterest expense: Compensation and benefits ..................... 285,644 320,140 869,883 900,259 Occupancy and equipment ....................... 55,172 56,850 167,331 170,403 SAIF/BIF deposit insurance premium ............ 15,638 14,292 46,144 43,473 Data processing ............................... 27,723 22,989 76,018 65,805 Goodwill ...................................... 23,640 23,640 70,921 70,921 Other ......................................... 136,346 141,187 437,639 426,510 ------------------------------------------------- Total noninterest expense ............ 544,163 579,098 1,667,936 1,677,371 ------------------------------------------------- Income before income taxes ........... 461,477 237,768 1,289,853 827,796 Income tax expense ................................. 176,199 84,619 503,299 307,059 ------------------------------------------------- Net income ........................... $ 285,278 $ 153,149 $ 786,554 $ 520,737 ================================================= Earnings per common share Basic ......................................... $ 0.53 $ 0.27 $ 1.42 $ 0.92 ================================================= Diluted ....................................... $ 0.52 $ 0.27 $ 1.39 $ 0.90 ================================================= Dividends per common share ......................... $ - - $ 0.12 $ 0.12 $ 0.36 ================================================= Weighted average common shares for: Basic earnings per share ...................... 541,763 560,073 554,715 563,817 ================================================= Diluted earnings per share .................... 548,549 573,926 563,894 578,744 ================================================= See Notes to Consolidated Financial Statements. Washington Bancorp and Subsidiaries Unaudited Consolidated Statements of Comprehensive Income Three Months Ended Nine Months Ended March 31, March 31, 2000 1999 2000 1999 ---------------------- --------------------- Net income ....................................... $ 285,278 $ 153,149 $ 786,554 $ 520,737 Gross unrealized (losses) on securities available for sale ............... (77,040) (65,559) (421,938) (24,355) Less reclassification adjustments for gains included in net income ................ - - (3,961) - - (15,315) Income tax expense related to items of other comprehensive income ............... 28,642 26,320 158,040 14,877 ---------------------- --------------------- Comprehensive income ............................. $ 236,880 $ 109,949 $ 522,656 $ 495,944 ====================== ===================== See Notes to Consolidated Financial Statements. Washington Bancorp and Subsidiaries Unaudited Consolidated Statements of Cash Flows Nine Months Ended March 31, 2000 and 1999 2000 1999 -------------------------- Cash Flows From Operating Activities: Net income $ 786,554 $ 520,737 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of premiums and discouns on debt securities 24,190 (51,599) Amortization of goodwill 70,921 70,921 Provision for loan losses 70,500 74,000 (Gain) on sale of investments - - (15,205) (Gain) on sale of foreclosed real estate (7,606) (9,899) Depreciation 68,498 55,450 Compensation under stock awards 22,615 46,524 ESOP contribution expense 47,909 55,937 Deferred income tax 14,000 (76,153) (Increase) in accrued interest receivable (50,198) (118,576) (Increase) decrease in other assets 52,713 (103,158) Increase in accrued expenses and other liabilities 149,648 14,187 ------------------------- Net cash provided by operating activities 1,249,744 463,166 ------------------------- Cash Flows From Investing Activities Held to maturity securities: Purchases (215,000) - - Available for sale securities: Sales - - 1,800,000 Maturities and calls 1,350,000 20,050,432 Purchases (4,900,000) (23,660,000) Federal funds sold, net 1,340,000 (2,923,186) Purchases of Federal Home Loan Bank stock (630,150) (47,600) Loans made to customers, net (8,499,558) (4,642,706) Sale of premises and equipment 17,578 - - Purchase of premises and equipment (43,627) (151,133) -------------------------- Net cash (used in) investing activities (11,580,757) (9,574,193) -------------------------- Cash Flows From Financing Activities Net increase (decrease) in deposits (2,080,269) 11,076,487 Proceeds from Federal Home Loan Bank advances 304,400,000 6,250,000 Principal payments on Federal Home Loan Bank advances (291,195,810) (6,954,423) Net increase (decrease) in advances from borrowers for taxes and insurance (111,886) (111,320) Acquisition of common stock (481,860) (684,125) Dividends paid (67,197) (204,502) -------------------------- $10,462,978 $ 9,372,117 -------------------------- Net increase in cash and cash equivalents 131,965 261,090 Cash and cash equivalents: Beginning 2,557,430 3,306,374 -------------------------- Ending $ 2,689,395 $ 3,567,464 ========================== Supplemental Disclosures of Cash Flow Information Cash payments for: Interest paid to depositors $ 2,105,351 $ 2,169,304 Interest paid on other obligations 909,495 666,717 Income taxes, net of refunds 313,780 334,312 Supplemental Schedule of Noncash Investing and Financing Activities Transfers from loans to foreclosed real estate $ 114,811 $ 360,667 Contract sales of foreclosed real estate 75,250 173,233 See Notes to Consolidated Financial Statements. Washington Bancorp and Subsidiary Notes to Consolidated Financial Statements Principles of consolidation. The accompanying consolidated financial statements include the accounts of Washington Bancorp, Washington Federal Savings Bank ("Washington Federal"), Washington Federal's wholly-owned subsidiary, Washington Financial Services, Inc., which is a discount brokerage firm, and Rubio Savings Bank of Brighton, Iowa ("Rubio Savings Bank"). All significant intercompany balances and transactions have been eliminated in consolidation. Basis of presentation. Interim Financial Information (unaudited): The financial statements and notes related thereto for the three month period ended March 31, 2000 and for the nine month period ended March 31, 2000, are unaudited, but in the opinion of management include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial position and results of operations. The operating results for the interim periods are not indicative of the operating results to be expected for a full year or for other interim periods. Not all disclosures required by generally accepted accounting principles necessary for a complete presentation have been included. It is recommended that these consolidated condensed financial statements be read in conjunction with the Annual Report on Form 10-KSB for the year ended June 30, 1999 and all related amendments and exhibits (including all financial statements and notes therein), filed by the Company with the Securities and Exchange Commission. Goodwill. Goodwill resulting from the Company's acquisition of Rubio Savings Bank is being amortized by the straight-line method over 15 years. Goodwill is periodically reviewed for impairment based upon an assessment of future operations to ensure that it is appropriately valued. Redeemable common stock held by ESOP. The Company=s maximum cash obligation related to these shares is classified outside stockholders= equity because the shares are not readily traded and could be put to the Company for cash. The maximum cash obligation represents the approximate market value of the allocated ESOP shares at the end of the reporting period. Regulatory capital requirements. Pursuant to the Financial Information Reform, Recovery and Enforcement Act of 1989 ("FIRREA"), savings institutions must meet three separate minimum capital-to-asset requirements. The following table summarizes, as of March 31, 2000 the capital requirements of Washington Federal under FIRREA and its actual capital ratios. As of March 31, 2000 Washington Federal exceeded all current regulatory capital requirement standards. At March 31, 2000 ----------------------- Amount Percent ----------------------- (Dollars in thousands) (unaudited) Tangible Capital: Capital Level ............... $7,227 7.89% Requirement ................. 1,374 1.50% ----------------------- Excess ...................... $5,853 6.39% ----------------------- Core Capital: Capital Level ............... $7,227 7.89% Requirement ................. 3,664 4.00% ----------------------- Excess ...................... $3,563 3.89% ----------------------- Risk-Based Capital: Capital Level ............... $7,607 12.26% Requirement ................. 4,964 8.00% ----------------------- Excess ...................... $2,643 4.26% ----------------------- The following table summarizes the capital requirements of Rubio Savings Bank of Brighton. As of March 31, 2000 Rubio Savings Bank substantially exceeded all current regulatory capital requirement standards. At March 31, 2000 ---------------------- Amount Percent ---------------------- (Dollars in thousands) (unaudited) Tier 1 or Leverage Capital: Capital Level .................. $2,376 10.47% Requirement .................... 681 3.00% ---------------------- Excess ......................... $1,695 7.47% ---------------------- Tier 1 Risk-based Capital: Capital Level .................. $2,376 16.55% Requirement .................... 574 4.00% ---------------------- Excess ......................... $1,802 12.55% ---------------------- Risk-Based Capital: Capital Level .................. $2,478 17.26% Requirement .................... 1,149 8.00% ---------------------- Excess ......................... $1,329 9.26% ---------------------- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements When used in this Form 10-QSB or future filings by Washington Bancorp with the Securities and Exchange Commission, in Washington Bancorp's press releases or other public or shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," "believe," or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Washington Bancorp wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and to advise readers that various factors, including regional and national economic conditions, changes in levels of market interest rates, credit risks of lending activities, and competitive and regulatory factors, could affect Washington Bancorp's financial performance and could cause Washington Bancorp's actual results for future periods to differ materially from those anticipated or projected. Washington Bancorp does not undertake, and specifically disclaims any obligations, to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. General Washington Bancorp is an Iowa corporation which was organized in October 1995 by Washington Federal Savings Bank for the purpose of becoming a savings and loan holding company. Washington Federal is a federally chartered savings bank headquartered in Washington, Iowa. Originally chartered in 1934, Washington Federal converted to a federal savings bank in 1994. Its deposits are insured up to the applicable limits by the FDIC. In March 1996, Washington Federal converted to the stock form of organization through the sale and issuance of its common stock to Washington Bancorp. On June 24, 1997, Washington Bancorp entered into a merger agreement to acquire Rubio Savings Bank of Brighton, Iowa. Rubio Savings Bank is held as a separate subsidiary of Washington Bancorp. In January 1998, Washington Bancorp became a bank holding company upon the completion of its acquisition of Rubio Savings Bank. In December 1998, Wellman Federal Savings, a full-service branch of Washington Federal was opened in Wellman, Iowa. In July 1999, Washington Federal formed a collaborative relationship with Eagle One Financial Services, LLC, to provide financial planning services and the sale of annuities, mutual funds, stocks and bonds. The principal assets of Washington Bancorp are Washington Federal and Rubio Savings Bank. Washington Bancorp presently has no separate operations and its business consists primarily of the business of the Banks. All references to Washington Bancorp, unless otherwise indicated at or before March 11, 1996 refer to Washington Federal. The Company is investigating the possibility of de-registering the stock in an effort to reduce expenses. In order to de-register from NASDAQ the Company must first receive permission from the SEC to de-list the company. These efforts will be achievable when there are fewer than 300 record holders. The Company's shares trade infrequently and are widely held in the local area of Washington, Iowa. Therefore no negative impact for the liquidity of the shares is expected. Washington Federal attracts deposits from the general public in its local market area and uses such deposits primarily to invest in owner occupied one- to -four family residential loans secured by owner occupied properties and non-residential properties, as well as construction loans on such properties. Washington Federal also invests in federal agency bonds, corporate bonds, agricultural loans, commercial loans, consumer loans, and automobile loans. Washington Federal filed an application with the Office of Thrift Supervision (the "OTS") on August 19, 1998 to branch into Richland, Iowa, a small rural community of 500, which currently has a branch of a large regional bank. The branch application approval has been extended by the OTS until October 1, 2000. Washington Federal plans to open the branch office on September 1, 2000. Rubio Savings Bank attracts deposits from the general public in its local market area and the businesses in the Brighton area. The deposits are primarily invested in federal agency bonds, corporate bonds, agricultural operating loans, commercial loans, one- to- four family residential real estate loans, and farm real estate loans. Rubio Savings Bank also makes commercial real estate loans, automobile loans and consumer loans. In addition to the earnings per share ("EPS") information typically disclosed, the Company provided "tangible" EPS as an alternative measure for evaluating the Company's ability to grow its tangible capital. The Company's tangible EPS is calculated by dividing the total of goodwill expense plus net income by the weighted average number of diluted common shares outstanding. For the three months ended March 31, 2000 the tangible EPS was $0.56 compared to $0.31 for the three months ended March 31, 1999. For the nine months ended March 31, 2000 the tangible EPS was $1.52 compared to $1.02 for the nine months ended March 31, 1999. The executive office of the Company is located at 102 East Main Street, Washington, Iowa 52353, telephone (319)653-7256. Financial Condition Total assets. Total consolidated assets increased $11.3 million from $103.0 million at June 30, 1999 to $114.3 million at March 31, 2000. The increase was primarily due to a $8.4 million increase in loans receivable, a $3.3 million increase in investment securities, a $630,000 increase in Federal Home Loan Bank stock, a $247,000 increase in other assets, a $129,000 increase in cash and cash equivalents, a $50,000 increase in accrued interest receivable, and a $34,000 increase in foreclosed real estate partially offset by a $1.3 million decrease in fed funds, sold , a $71,000 decrease in goodwill, net, and a $42,000 decrease in premises and equipment. The increase was primarily funded by a $13.2 million increase in borrowed funds partially offset by a $2.1 million decrease in deposits. Loans receivable. Loans receivable, net, increased $8.4 million from $72.8 million at June 30, 1999 to $81.2 million at March 31, 2000. This increase is primarily due to increased loan demand in Washington Bancorp=s market area. Washington Bancorp's non-performing assets were $810,000 or 0.71% of total assets at March 31, 2000 as compared to $326,000 or 0.32% of total assets at June 30, 1999. Non-performing assets have increased primarily due to the acquisition of two real estate properties in-lieu of foreclosure. The Company is in the process of liquidating the assets and no loss is expected. Investment securities. Investment securities available-for-sale increased $3.1 million from $20.7 million at June 30, 1999 to $23.8 million at March 31, 2000. Securities classified as held to maturity increased $213,000 from $761,000 at June 30, 1999 to $974,000 at March 31, 2000. The portfolio of available-for-sale securities is comprised primarily of investment securities carrying fixed interest rates. The fair value of these securities is subject to changes in interest rates. The fair value of these securities was less on March 31, 2000 than their carrying value due to an increase in market rates of interest since the purchase date of the securities. Therefore, the total balance of available for sale securities includes the gross effect of the unrealized loss. Deposits. Deposits decreased $2.1 million from $75.7 million at June 30, 1999 to $73.6 million at March 31, 2000. This decrease is primarily due to the competitive pricing of certificate of deposit products and other investment products available in our market area. Transaction and savings deposits increased as a percentage of total deposits from $25.7 million or 34.0% at June 30, 1999 to $26.9 million or 36.6% at March 31, 2000. Certificates of deposit decreased as a percentage of total deposits from $50.0 million or 66.0% at June 30, 1999 to $46.7 million or 63.4% at March 31, 2000. FHLB borrowings. The total principal balance of advances from the Federal Home Loan Bank of Des Moines (FHLB) increased $13.2 million from $15.7 million at June 30, 1999 to $28.9 million at March 31, 2000. The increase is primarily due to the increased need to borrow to fund loan growth activity and investment activity. Washington Federal has utilized the FHLB advances for this growth in an effort to control its cost of funds. The portfolio of borrowings contains both long and short term borrowings. Advances from borrowers for taxes and insurance. The total balance in advances from borrowers for taxes and insurance decreased $112,000 from $223,000 at June 30, 1999 to $111,000 at March 31, 2000 primarily due to the payment of semi-annual real estate taxes which were due March 31, 2000. Total stockholders' equity. Total stockholders' equity increased $10,000 from $10.7 million at June 30, 1999 to $10.7 million at March 31, 2000. The increase is primarily due to net income of $787,000, the allocation of shares in the ESOP of $48,000, and the amortization of deferred compensation under the Recognition and Retention Plan of $23,000, partially offset by the purchase of 35,810 shares of the Company's common stock at a total cost of $482,000, the net unrealized loss in available- for- sale securities of $264,000, dividends paid of $67,000, and the change in redeemable common stock held by the ESOP of $34,000. Results of Operations - Three Months Ended March 31, 2000 As Compared To The Three Months Ended March 31, 1999 Performance summary. Net income increased $132,000 to $285,000 for the three months ended March 31, 2000 from $153,000 for the three months ended March 31, 1999. The increase is primarily due to an increase in interest income of $291,000, an increase in noninterest income of $38,000, a decrease in noninterest expense of $35,000 which was partially offset by an increase in interest expense of $127,000, an increase in income tax expense of $92,000, and an increase in provision for loan losses of $13,000. For the three months ended March 31, 2000, the annualized return on average assets was 1.03% as compared to 0.60% for the three months ended March 31, 1999. The annualized return on average equity was 10.62% for the three months ended March 31, 2000, as compared to 5.77% for the three months ended March 31, 1999. Net interest income. Net interest income increased $164,000 to $905,000 for the three months ended March 31, 2000 from $741,000 for the three months ended March 31, 1999. The increase is primarily due to the increase of $291,000 in interest income to $2.1 million for the three months ended March 31, 2000 from $1.8 million for the three months ended March 31, 1999, which was partially offset by an increase of $127,000 in interest expense to $1.2 million for the three months ended March 31, 2000 from $1.1 million for the three months ended March 31, 1999. For the three months ended March 31, 2000, the average yield on interest-earning assets was 7.94% compared to 7.54% for the three months ended March 31, 1999. The average cost of interest-bearing liabilities was 4.97% for the three months ended March 31, 2000 compared to 4.93% for the three months ended March 31, 1999. The average balance of interest-earning assets increased $8.8 million to $106.0 million for the three months ended March 31, 2000 from $97.2 million for the three months ended March 31, 1999. During this same period, the average balance of interest-bearing liabilities increased $8.7 million to $96.3 million for the three months ended March 31, 2000 from $87.6 million for the three months ended March 31, 1999. Due to the increase in yield on the interest-earning assets and despite the increase in rates paid on the interest-bearing liabilities, the average interest rate spread was 2.97% for the three months ended March 31, 2000 compared to 2.61% for the three months ended March 31, 1999. The average net interest margin was 3.42% for the three months ended March 31, 2000 compared to 2.61% for the three months ended March 31, 1999. Provision for loan loss. Provision for loan loss increased $13,000 to $31,000 for the three months ended March 31, 2000 compared to $18,000 for the three months ended March 31, 1999. Washington Bancorp=s loan portfolio consists primarily of residential mortgage loans and it has experienced a minimal amount of charge-offs in the past three years. The allowance for loan losses was $503,000 or 0.62% of loans receivable, net at March 31, 2000 compared to $442,000 or 0.63% of loans receivable, net at March 31, 1999. The allowance for loan loss as a percentage of non-performing assets was 62.14% at March 31, 2000, as compared to 177.16% at March 31, 1999. Noninterest income. Noninterest income increased $38,000 to $132,000 for the three months ended March 31, 2000 from $94,000 for the three months ended March 31, 1999. The increase is primarily due to an increase in bank service charges and fees of $29,000, an increase in investment center income of $12,000, and an increase in insurance commissions of $11,000 which was partially offset by a decrease in other noninterest income of $8,000, a decrease in security gains, net of $4,000 and a decrease in loan origination and commitment fees of $2,000. Bank service charges and fees increased $29,000 to $92,000 for the three months ended March 31, 2000 from $63,000 for the three months ended March 31, 1999 primarily due to an increase in overdraft fee income and continued efforts in restructuring fee schedules. Investment center income generated $12,000 in income from the investment center opened in July of 1999. Insurance commissions increased $11,000 to $27,000 for the three months ended March 31, 2000 from $16,000 for the three months ended March 31, 1999 primarily due to fluctuations in the volume of sales of credit life and disability products. Noninterest expense. Noninterest expense decreased $35,000 to $544,000 for the three months ended March 31, 2000 from $579,000 for the three months ended March 31, 1999. The decrease is primarily due to a $34,000 decrease in compensation and benefits, a $5,000 decrease in other noninterest expense and a $2,000 decrease in occupancy and equipment expense which was partially offset by a $5,000 increase in data processing expense, and a $1,000 increase in deposit insurance premiums. The $34,000 decrease in compensation and benefits to $286,000 for the three months ended March 31, 2000 from $320,000 was primarily due to the reorganization of staff among the three full-service banking locations. The $5,000 decrease in other noninterest expense to $136,000 for the three months ended March 31, 2000 from $141,000 for the three months ended March 31, 1999 was primarily due to a decrease in office supply expense. Results of Operations - Nine Months Ended March 31, 2000 As Compared To The Nine Months Ended March 31, 1999 Performance summary. Net income increased $266,000 to $787,000 for the nine months ended March 31, 2000 from $521,000 for the nine months ended March 31, 1999. The increase is primarily due to an increase in interest income of $553,000, an increase in noninterest income of $90,000, a decrease in noninterest expense of $9,000, and a decrease in provision for loan losses of $4,000, which was partially offset by an increase in interest expense of $194,000, and an increase in income tax expense of $196,000. For the nine months ended March 31, 2000, the annualized return on average assets was 0.97% as compared to 0.70% for the nine months ended March 31, 1999. The annualized return on average equity was 9.74% for the nine months ended March 31, 2000, as compared to 6.50% for the nine months ended March 31, 1999. Net interest income. Net interest income increased $359,000 to $2.7 million for the nine months ended March 31, 2000 from $2.3 million for the nine months ended March 31, 1999. The increase is primarily due to the increase of $553,000 in interest income to $6.1 million for the nine months ended March 31, 2000 from $5.5 million for the nine months ended March 31, 1999, which was partially offset by an increase in interest expense of $194,000 to $3.4 million of the nine months ended March 31, 2000 from $3.2 million for the nine months ended March 31, 1999. For the nine months ended March 31, 2000, the average yield on interest-earning assets was 7.89% compared to 7.77% for the nine months ended March 31, 1999. The average cost of interest-bearing liabilities was 4.90% for the nine months ended March 31, 2000 compared to 5.06% for the nine months ended March 31, 1999. The average balance of interest-earning assets increased $7.8 million to $102.5 million for the nine months ended March 31, 2000 from $94.7 million for the nine months ended March 31, 1999. During this same period, the average balance of interest-bearing liabilities increased $7.8 million to $92.9 million for the nine months ended March 31, 2000 from $85.1 million for the nine months ended March 31, 1999. Due to the increase in yield on interest-earning assets and the decrease in rates paid on the interest-bearing liabilities, the average interest rate spread was 2.99% for the nine months ended March 31, 2000 compared to 2.71% for the nine months ended March 31, 1999. The average net interest margin was 3.44% for the nine months ended March 31, 2000 compared to 3.23% for the nine months ended March 31, 1999. Provision for loan loss. Provision for loan loss decreased $3,000 for the nine months ended March 31, 2000 to $71,000 from $74,000 for the nine months ended March 31, 1999. Washington Bancorp=s loan portfolio consists primarily of residential mortgage loans and it has experienced a minimal amount of charge-offs in the past three years. The allowance for loan losses was $503,000 or 0.62% of loans receivable, net at March 31, 2000 compared to $442,000 or 0.63% of loans receivable, net at March 31, 1999. The allowance for loan loss as a percentage of non-performing assets was 62.14% at March 31, 2000, as compared to 177.16% at March 31, 1999. Noninterest income. Noninterest income increased $90,000 to $376,000 for the nine months ended March 31, 2000 from $286,000 for the nine months ended March 31, 1999. The increase is primarily due to an increase in bank service charges and fees of $67,000, an increase in insurance commissions of $15,000, an increase in investment center income of $19,000, an increase in other fee income of $15,000, and an increase in other noninterest income of $5,000 which was partially offset by a decrease in security gains, net of $15,000 and a decrease in loan origination and commitment fee of $1,000. Bank service charges and fees increased $67,000 to $277,000 for the nine months ended March 31, 2000 from $208,000 for the nine months ended March 31, 1999 primarily due to an increase in overdraft fee income and continued efforts to restructure fee schedules. Investment center income was $19,000 due to the opening of an investment center in July 1999. Insurance commissions increased $15,000 to $53,000 for the nine months ended March 31, 2000 from $38,000 for the nine months ended March 31, 1999 primarily due to the fluctuations in the volume of sales of credit life and disability products. Other fee income increased $5,000 to $24,000 for the nine months ended March 31, 2000 from $19,000 for the nine months ended March 31, 1999 primarily due to an increase in the gain and income on real estate property and an increase in the penalty for early withdrawal on certificates of deposit.. Noninterest expense. Noninterest expense decreased $9,000 to $1.7 million for the nine months ended March 31, 2000 from $1.7 million for the nine months ended March 31, 1999. The decrease is primarily due to a $30,000 decrease in compensation and benefits and a $3,000 decrease in occupancy and equipment which was partially offset by an $11,000 increase in other noninterest expense, a $10,000 increase in data processing, and a $3,000 increase in deposit insurance premiums. Compensation and benefits decreased $30,000 to $870,000 for the nine months ended March 31, 2000 from $900,000 for the nine months ended March 31, 1999 primarily due to the reorganization of staff among the three full-service banking locations. Other noninterest expense increased $11,000 to $438,000 for the nine months ended March 31, 2000 from $427,000 for the nine months ended March 31, 1999 primarily due to the examination expense incurred at Rubio. Data processing increased $10,000 to $76,000 for the nine months ended March 31, 2000 from $66,000 for the nine months ended March 31, 1999 primarily due to the cost of changing and maintaining the communication technology with the data processing center to frame relay from satellite. Liquidity and capital resources. The Banks' principal sources of funds are deposits, amortization and prepayment of loan principal, borrowings, and the sale and maturity of investment securities. While scheduled loan repayments and maturing investments are relatively predictable, deposit flows and early loan repayments are more influenced by interest rates, general economic conditions, and competition, and, most recently, the restructuring of the thrift industry. The Banks generally manage the pricing of the deposits to maintain a steady deposit balance, but have from time to time decided not to pay deposit rates that are as high as those of the competition, and when necessary, to supplement deposits with alternative sources of funds. Federal regulations historically have required Washington Federal to maintain minimum levels of liquid assets. The required percentage has varied from time to time based upon economic conditions and savings flows and is currently 4% of net withdrawable savings deposits and borrowings payable upon demand or in one year or less during the proceeding calendar month. Liquid assets for the purpose of this ratio include cash, certain time deposits, U.S. Government, other governmental agency, and corporate securities and other obligations generally having remaining maturities of less than five years. Washington Federal has historically maintained its liquidity ratio at levels in excess of those required. At March 31, 2000, Washington Federal's liquidity ratio was 16.89%. Liquidity management is both a daily and long-term responsibility of management. The Banks adjust their investments in liquid assets based upon management's assessment of (i) expected loan demand, (ii) expected deposit flows, (iii) yields available on interest-bearing deposits, and (iv) the objective of its asset/liability management program. Excess liquidity is invested generally in interest-bearing overnight deposits and other short-term government and agency obligations. If Washington Federal requires funds beyond its ability to generate them internally, it has additional borrowing capacity with the FHLB of Des Moines and collateral eligible for reverse repurchase agreements. The Banks anticipate that they will have sufficient funds available to meet current loan commitments. At March 31, 2000, Washington Federal had outstanding commitments to extend credit which amounted to $5.6 million and Rubio Savings Bank had outstanding commitments to extend credit which amounted to $1.1 million. Part II - Other Information Item 1. Legal Proceedings. None Item 2. Changes in Securities and Use of Proceeds. None Item 3. Defaults Upon Senior Securities. None Item 4. Submission of Matters to a Vote of Security Holders. None Item 5. Other Information. None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 11 Computation of Earnings Per Share 27 Financial Data Schedule (b) Reports on Form 8-K No reports in Form 8-K have been filed during the quarter ended March 31, 2000 Signatures In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Washington Bancorp (Registrant) Date May 10, 2000 /s/ Stan Carlson ------------ ------------------------------------ Stan Carlson, President and Chief Executive Officer Date May 10, 2000 /s/ Leisha A. Linge ------------ ------------------------------------ Leisha A. Linge, Vice President and Treasurer