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 December 31, 1996 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 0-27910 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[ ] The issuer has been subject to such filing requirements since March 11, 1996. State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date. Common Stock, $.01 par value 657,519 shares outstanding as to February 7, 1997 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 December 31, 1996 (unaudited) and June 30, 1996 Unaudited Consolidated Statements of Income for the three months ended December 31, 1996 and 1995 and for the six months ended December 31, 1996 and 1995 Unaudited Consolidated Statements of Cash Flows for the six months ended December 31, 1996 and 1995 Notes to Consolidated Financial Statements Item 2. Management's Discussion and Analysis Part II. Other Information Items 1 through 6 Signatures Washington Bancorp and Subsidiary Consolidated Statements of Financial Condition December 31, June 30, 1996 1996* ------------ ------------- ASSETS (unaudited) Cash and cash equivalents: Interest-bearing.................................... $ 4,103,137 $ 1,109,583 Noninterest-bearing ................................ 296,624 793,769 ----------- ------------ 4,399,761 1,903,352 Investment securities, available for sale ................... 11,193,327 14,628,089 Loans receivable, net ....................................... 47,523,117 42,905,699 Accrued interest receivable ................................. 525,196 465,789 Federal Home Loan Bank stock ................................ 433,200 369,100 Premises and equipment, net ................................. 529,477 543,606 Foreclosed real estate ...................................... 29,174 -- Other assets ................................................ 28,092 75,308 ----------- ------------ Total assets........................................ $64,661,344 $ 60,890,943 =========== ============ LIABILITIES Deposits .................................................... $45,648,023 $ 44,176,448 Borrowed funds .............................................. 7,654,227 5,504,742 Advance from borrowers for taxes and insurance ................................ 179,963 218,506 Accrued expenses and other liabilities ...................... 501,323 443,082 ----------- ------------ Total liabilities .................................. 53,983,536 50,342,778 ----------- ------------ STOCKHOLDERS' EQUITY Common stock: Common stock ....................................... 6,575 6,575 Additional paid-in capital ......................... 6,180,292 6,172,680 Retained earnings ........................................... 5,010,050 4,941,449 Unrealized (loss) on investment securities, available for sale, net of income taxes ............ (36,459) (68,209) Unearned shares, employee stock ownership plan ...................... (482,650) (504,330) ----------- ------------ Total stockholders' equity ......................... 10,677,808 10,548,165 ----------- ------------ Total liabilities and stockholders' equity.............................. $64,661,344 $ 60,890,943 =========== ============ *Condensed from audited financial statements See Notes to Consolidated Financial Statements Washington Bancorp and Subsidiary Unaudited Consolidated Statements of Income Three Months Six Months Ended December 31, Ended December 31, 1996 1995 1996 1995 ------------------------ ------------------------ Interest income: Loans receivable: First mortgage loans ............................ $ 867,905 $ 735,510 $1,684,667 $1,470,137 Consumer and other loans ............................ 156,382 116,331 294,049 221,198 Investment securities: Taxable .................................... 235,065 171,424 467,440 349,747 Nontaxable ................................. 5,433 19,547 10,867 34,814 ---------- ---------- ---------- ---------- Total interest income ...................... 1,264,785 1,042,812 2,457,023 2,075,896 ---------- ---------- ---------- ---------- Interest expense: Deposits ............................................ 552,349 569,581 1,104,851 1,132,812 Borrowed funds ...................................... 88,727 95,694 163,201 169,995 ---------- ---------- ---------- ---------- Total interest expense ..................... 641,076 665,275 1,268,052 1,302,807 ---------- ---------- ---------- ---------- Net interest income ........................ 623,710 377,537 1,188,971 773,089 Provision for loan loss ...................................... 3,000 6,000 6,000 9,000 ---------- ---------- ---------- ---------- Net interest income after provision for loan loss .................. 620,710 371,537 1,182,971 764,089 ---------- ---------- ---------- ---------- Noninterest income: Security gains, net ................................. -- 18,907 388 18,907 Loan origination - commitment fees .................. 903 4,845 2,116 Service charges and fees ............................ 26,373 18,879 57,353 30,777 Insurance commissions ............................... 34,116 18,890 47,511 26,437 Other ............................................... 9,642 1,378 19,207 2,833 ---------- ---------- ---------- ---------- Total noninterest income ................... 72,725 58,957 129,304 81,070 ---------- ---------- ---------- ---------- Noninterest expense: Compensation and benefits ........................... 199,853 135,693 359,566 279,341 Occupancy and equipment ............................. 36,857 46,571 71,905 78,693 SAIF deposit insurance premium....................... 30,435 28,039 357,153 57,187 Data processing ..................................... 23,901 17,226 37,561 42,329 Other ............................................... 97,649 64,643 228,158 113,629 ---------- ---------- ---------- ---------- Total noninterest expense .................. 388,695 292,172 1,054,343 571,179 ---------- ---------- ---------- ---------- Income before income taxes ................. 304,740 138,322 257,932 273,980 Income tax expense ........................................... 109,991 45,258 92,545 92,183 ---------- ---------- ---------- ---------- Net income ................................. $ 194,749 $ 93,064 $ 165,387 $ 181,797 ========== ========== ========== ========== Earnings per common share subsequent to conversion $ 0.32 n/a $ 0.27 n/a ========== ========= ========== ========== Dividends per common share $ 0.10 n/a $ 0.18 n/a ========== ========= ========== ========== Weighted average common shares 608,712 n/a 608,170 n/a ========== ========= ========== =========== See Notes to Consolidated Financial Statements. Washington Bancorp and Subsidiary Unaudited Consolidated Statements of Cash Flows Six Months Ended December 31, 1996 1995 ------------------------- Cash Flows from Operating Activities Net income ....................................... $ 165,387 $ 181,797 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of premiums and discounts on debt securities ................ 36,392 57,065 Provision for loan loss .......................... 6,000 9,000 (Gain) on sale of investment securities .......... (388) (18,907) (Gain) on sale of foreclosed real estate ......... (13,585) -- Depreciation ..................................... 28,285 45,196 ESOP contribution expense ........................ 29,292 -- Deferred income taxes ............................ (16,798) 16,347 (Increase)decrease in accrued interest receivable ..................... (59,407) 23,260 (Increase)decrease in other assets ............... 47,216 (152,944) Increase(decrease) in accrued expenses and other liabilities ................... 55,988 (18,984) ----------- ----------- Net cash provided by operating activities ........ 278,382 141,830 ----------- ----------- Cash Flows from Investing Activities Held to maturity securities: Maturities and calls ............................. -- 166,988 Available for sale securities: Sales ............................................ 911 2,904,617 Maturities and calls ............................. 8,593,648 1,143,374 Purchases ........................................ (5,145,000) -- Loans made to customers, net ............................ (4,639,007) (708,607) Purchase of FHLB Stock .................................. (7,200) (64,100) Purchase of premises and equipment ...................... (14,156) (14,921) ----------- ----------- Net cash provided by(used in) investing activities (1,267,704) 3,484,251 ----------- ----------- Washington Bancorp and Subsidiary Unaudited Consolidated Statements of Cash Flows (Continued) Six Months Ended December 31, --------------------------- 1996 1995 --------------------------- Cash Flows From Financing Activities Net increase in deposits................................................ $ 1,471,575 $ 1,602,093 Proceeds from Federal Home Loan Bank advances........................... 41,900,000 14,820,000 Principal payments on Federal Home Loan Bank advances ............................... (39,750,514) (18,996,834) Net(decrease) in advances from borrowers for taxes and insurance ........................................... (38,543) (2,190) Payment of cash dividends .............................................. (96,787) -- ------------ ------------ Net cash provided by(used in) financing activities ................................. 3,485,731 (2,576,931) ------------ ------------ Net increase in cash and cash equivalents ................................. 2,496,409 1,049,150 Cash and cash equivalents: Beginning .............................................................. 1,903,352 1,658,043 ------------ ------------ Ending ................................................................. $ 2,707,193 $ 4,339,761 ============ ============ Supplemental Disclosures of Cash Flow Information Cash payments for: Interest paid to depositors.................................... $ 872,644 $ 900,605 Interest paid on other obligations ............................ 163,201 169,995 Income taxes, net of refunds .................................. 78,100 134,400 Supplemental Schedule of Noncash Investing and Financing Activities Transfer from loans to foreclosed real estate........................... $ 106,289 $ -- Contract sales of foreclosed real estate ............................... 90,700 -- See Notes to Consolidated Financial Statements. Washington Bancorp and Subsidiary Notes to Consolidated Financial Statements Basis of presentation. Interim Financial Information (unaudited): The financial statements and notes related thereto for the three month periods and six month periods ended December 31, 1996 and 1995, 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, 1996 and all related amendments and exhibits (including all financial statements and notes therein), filed by the Company with the Securities and Exchange Commission. Principles of consolidation. The accompanying consolidated financial statements include the accounts of Washington Bancorp("Washington" or the "Company"), Washington Federal Savings Bank(the "Bank"), and its wholly-owned subsidiary Washington Financial Services, Inc., which is a discount brokerage firm. All significant intercompany balances and transactions have been eliminated in consolidation. Organization. On March 11, 1996, Washington Bancorp sold 604,917 shares of common stock at $10.00 per share and simultaneously invested $3,089,356 for all the outstanding common shares of Washington Federal Savings Bank in a transaction accounted for like a pooling of interests. Prior to March 11, 1996, the Bank was a federally chartered mutual savings bank. After a reorganization, effective March 11, 1996, the Bank became a federally chartered stock savings bank and 100% of the Bank's common stock is owned by Washington Bancorp. Recapture of Bad Debt Reserves. Prior to the enactment, on August 20, 1996, of the Small Business Job Protection Act of 1996 (the "1996 Act"), for federal income tax purposes, thrift institutions such as the Bank, which met certain definitional tests primarily relating to their assets and the nature of their business, were permitted to establish tax reserves for bad debt, and to make annual additions thereto, which additions could, within specified limitations, be deducted in arriving at their taxable income. The Bank's deduction with respect to "qualifying loans," which are generally loans secured by certain interests in real property, could be computed using an amount based on a six-year moving average of the Bank's actual loss experience (the "Experience Method"), or a percentage equal to 8% of the Bank's taxable income ( the "PTI Method"), computed without regard to this deduction and with additional modifications and reduced by the amount of any permitted addition to the non-qualifying reserve. Under the 1996 Act, the PTI Method was repealed and the Bank will be required to use the Experience Method of computing additions to its bad debt reserve for taxable years beginning with the Banks taxable year beginning January 1, 1996. In addition, the Bank will be required to recapture (i.e., take into income) over a six-year period, beginning with the Bank's taxable year beginning January 1, 1996, the excess of the balance of its bad debt reserves (other than the supplemental reserve) as of December 31, 1995 over the greater of (a) the balance of such reserves as of December 31, 1987 (or over a lesser amount if the Bank's portfolio decreased since December 31, 1987) or (b) an amount that would have been the balance of such reserves as of December 31, 1995 had the Bank always computed the additions to its reserves using the six-year moving average Experience Method. However, under the 1996 Act, such recapture requirements will be suspended for each of the two successive taxable years beginning January 1, 1996 in which the Bank originates a minimum amount of certain residential loans during such years that is not less than the average of the principal amounts of such loans made by the Bank during its six taxable years preceding January 1, 1996. This legislation will result in the Bank's recapture of reserves with the aggregate tax liability of approximately $156,000. Since the Bank has already provided a deferred income tax liability of this amount for financial reporting purposes, there will be no adverse impact to the Bank's financial condition or results of operations from the enactment of this legislation. Deposit Insurance Funds Act of 1996. In response to the SAIF/BIF assessment disparity, the Deposit Insurance Funds Act of 1996 (the "Funds Act") was enacted into law on September 30, 1996. The Funds Act amended the Federal Deposit Insurance Act (the "FDIA") in several ways to recapitalize the SAIF and reduce the disparity in the assessment rates for the BIF and the SAIF. The Funds Act authorized the FDIC to impose a special assessment on all institutions with SAIF-assessable deposits in the amount necessary to recapitalize the SAIF. As implemented by the FDIC, institutions with SAIF-assessable deposits paid a special assessment, subject to adjustment, of 65.7 basis points on the Savings Association Insurance Fund (SAIF) deposits held as of March 31, 1995. Washington Federal Savings Bank's assessment totalled $294,310. The Funds Act provides that the amount of special assessment will be deductible for federal income tax purposes for the taxable year in which the special assessment is paid. The SAIF-assessable base for the fourth quarter of 1996 was assessed at a rate of 23 to 31 basis points as part of the regular annual deposit insurance assessment. In view of the recapitalization of the SAIF, the FDIC proposed a reduction of the assessment rate for the SAIF-assessable deposits for periods beginning October 1, 1996. Overpayment of the fourth quarter assessments totalling $5,806 was refunded or credited using regular quarterly payment procedures. Beginning January 1, 1997 the SAIF-assessable base will range from 0 to 27 basis points, the same risk-based assessment as BIF members. The Funds Act expanded the base of the payments on the bonds (the "FICO bonds") issued in the late 1980s by the Financing Corporation to recapitalize the now defunct Federal Savings and Loan Insurance Corporation to include the deposits of both SAIF- and BIF-insured deposits beginning January 1, 1997. Until December 31, 1999, or such earlier date on which the last savings association ceases to exist, the rate of assessment for BIF-assessable deposits will be one-fifth of the rate imposed on SAIF-assessable deposits. The anticipated FICO assessments of 6.4 basis points on SAIF members and 1.3 basis points on BIF members will be added to the regular assessment. The Funds Act also provides for the merger of the SAIF and BIF on January 1, 1999, with such merger being conditioned upon the prior elimination of the thrift charter. The Secretary of the Treasury is required to conduct a study of relevant factors with respect to the development of a common charter for all insured depository institutions and abolition of separate charters for banks and thrifts and to report the Secretary's conclusions and findings to the Congress on or before March 31, 1997. Earnings per common share. The earnings per common share amounts were computed using the weighted average number of shares outstanding during the periods presented. In accordance with Statement of Position 93-6, shares owned by the ESOP that have not been committed to be released are not considered outstanding for the purpose of computing earnings per share. Earnings per share information for the three months ended December 31, 1996 and six months ended December 31, 1996 is calculated by dividing net income by the weighted average number of shares outstanding. Earnings per share is not applicable for the three months ended December 31, 1995 nor the six months ended December 31, 1995 because the Bank was a mutual association at that time. 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 December 31, 1996 the capital requirements of the Bank under FIRREA and its actual capital ratios. As of December 31, 1996 the Bank substantially exceeded all current regulatory capital requirement standards. At December 31, 1996 --------------------- Amount Percent ------ -------- (Dollars in thousands) (unaudited) Tangible Capital: Capital Level .............. $8,251 12.8% Requirement ................ 970 1.5% ------ ---- Excess ..................... $7,281 11.3% ====== ==== Core Capital: Capital Level .............. $8,251 12.8% Requirement ................ 1,941 3.0% ------ ---- Excess ..................... $6,158 9.8% ====== ==== Risk-Based Capital: Capital Level .............. $8,447 21.1% Requirement ................ 3,195 8.0% ------ ---- Excess ..................... $5,252 13.1% ====== ==== Part I - Financial Information Item 2. Management's Discussion and Analysis General Washington Bancorp ("Washington" or the "Company") is an Iowa corporation which was organized in October 1995 by Washington Federal Savings Bank ("Washington Federal" or the "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, the Bank converted to a federal savings bank in 1994. Its deposits are insured up to the applicable limits by the Federal Deposit Insurance Corporation ("FDIC"). In March 1996, the Bank converted to the stock form of organization through the sale and issuance of its common stock to the Company. The principal asset of the Company is the outstanding stock of the Bank, its wholly-owned subsidiary. The Company presently has no separate operations and its business consists primarily of the business of the Bank. All references to the Company, unless otherwise indicated at or before March 11, 1996 refer to the Bank. Washington attracts deposits from the general public in its local market area and uses such deposits primarily to invest in one- to four-family residential loans secured by owner occupied properties and non-residential properties, as well as construction loans on such properties. Washington also makes commercial loans, consumer loans, automobile loans, and has occasionally been a purchaser of fixed-rate mortgage-backed securities. In anticipation of possible federal legislation that may inhibit future branching opportunities for savings associations, Washington Federal filed applications with the Office of Thrift Supervision ("OTS") on October 20, 1995 for three branch offices. These applications have been approved and are valid through February 1997. Although management has not made a determination to open any branch offices, the purpose of the applications is to possibly preserve Washington Federal's branching opportunities. No assurance can be given that the applications will satisfy the legislation nor that Washington Federal will open any branch offices. Under the Deposit Insurance Funds Act of 1996 the Bank was assessed a 65.7 basis-point, one-time SAIF fee which totalled $294,310. Until October 1, 1996 the Bank was assessed at a rate of 23 basis points for the protection of FDIC insurance. Effective October 1, 1996 the annual assessment rate was reduced and a $5,806 credit for the fourth quarter overpayment was applied toward the first quarter 1997 assessment billing. The Bank will be charged an annual SAIF assessment rate of 6.4 basis points beginning January 1, 1997. Financial Condition Total assets. Total consolidated assets have increased from $60.9 million at June 30, 1996 to $64.7 million at December 31, 1996. This net increase is primarily due an increase in net loans receivable funded by a decrease in available-for-sale investment securities and an increase in borrowed funds. Loans receivable. Loans receivable, net increased from $42.9 million at June 30, 1996 to $47.6 million at December 31, 1996. This increase is primarily due to the Bank's continued emphasis on serving the mortgage needs of our customers. The average first mortgage loan balance rose from $34,510 at June 30, 1996 to $36,266 at December 31, 1996. There was also a $1.5 million increase in commercial lending as a result of an active solicitation program, the Bank's reputation within the community and current commercial credit customers recommending the Bank's services to others. Investment securities. Available-for-sale securities decreased from $14.6 million at June 30, 1996 to $11.2 million at December 31, 1996. This decrease is primarily due to the maturity or call of $8.6 million in available-for-sale securities which were partially used to fund loan activity and partially reinvested in available-for-sale securities. 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 December 31, 1996 than their carrying value due to an increase in interest rates since the purchase date of the securities. Therefore, the total balance of available-for-sale securities is offset by the gross effect of the unrealized loss. Accrued interest receivable. Accrued interest receivable increased from $466,000 at June 30, 1996 to $525,000 at December 30, 1996. The increase is primarily due to the increase in loans receivable, net. Deposits. Deposits increased from $44.2 million at June 30, 1996 to $45.6 million at December 31, 1996. Interest credited to customer accounts totalled $873,000, while deposits exceeded withdrawals by $527,000. Transaction and savings deposits increased as a percentage of total deposits from $13.9 million or 31.4% at June 30, 1996 to $15.0 million or 32.8% at December 31, 1996. As a result of the increase in transaction and savings deposits, certificates of deposit decreased as a percentage of total deposits from 68.6% ($30.3 million) at June 30, 1996 to 67.2% ($30.7 million) at December 31, 1996. FHLB Borrowings. The total principal balance in advances from the Federal Home Loan Bank of Des Moines (FHLB) increased from $5.5 million at June 30, 1996 to $7.7 million at December 31, 1996. The increase is primarily due to the increased need to borrow to fund loan activity. Advances from borrowers for taxes and insurance. The total balance in advances from borrowers for taxes and insurance decreased from $219,000 at June 30, 1996 to $180,000 at December 31, 1996. The decrease is primarily due to the annual escrow analysis on the Bank's mortgage loans which was processed in December, 1996. Total stockholders' equity. Total stockholders' equity increased $130,000 when comparing December 31, 1996 to June 30, 1996. The increase is primarily due to the $165,387 net income for the six months ended December 31, 1996 offset by the $96,787 cash dividend paid to shareholders on August 15, 1996 and November 15, 1996. The increase in equity was also due to the decrease in unearned shares of the ESOP and the decrease in unrealized loss on available-for-sale securities. Results of Operations - Six Months Ended December 31, 1996 As Compared To The Six Months Ended December 31, 1995 Performance summary. Net earnings decreased $17,000 to $165,000 for the six months ended December 31, 1996 from $182,000 for the six months ended December 31, 1995. The decrease is primarily due to the $294,000 one-time SAIF assessment included in the $483,000 increase in noninterest expense. This was partially offset by an increase of $381,000 in interest income, a $35,000 decrease in interest expense and a $48,000 increase in noninterest income. For the six months ended December 31, 1996 the annualized return on average assets was 0.53% compared to 0.66% for the six months ended December 31, 1995, while the annualized return on average equity was 3.13% for the six months ended December 31, 1996 compared to 8.21% for the six months ended December 31, 1995. The decrease in the annualized return on average equity is due to the increase in stockholders' equity from the conversion in March of 1996. Net interest income. Net interest income increased $416,000 to $1.2 million for the six months ended December 31, 1996 from $773,000 for the six months ended December 30, 1995. The increase is primarily due to the increase of $381,000 in interest income to $2.5 million for the six months ended December 31, 1996 from $2.1 million for the six months ended December 31, 1995. Interest expense decreased $35,000 when comparing the six months ended December 31, 1996 to the six months ended December 31, 1995. For the six months ended December 31, 1996 the average yield on interest-earning assets was 8.22% compared to 7.78% for the six months ended December 31, 1995. The average cost of interest-bearing liabilities was 5.21% for the six months ended December 31, 1996 compared to 5.31% for the six months ended December 31, 1995. The average balance of interest-earning assets increased $6.4 million to $59.7 million for the six months ended December 31, 1996 from $53.3 million for the six months ended December 31, 1995. During this same period, the average balance of interest-bearing liabilities decreased $344,000 to $48.7 million for the six months ended December 31, 1996 from $49.0 million for the six months ended December 31, 1995. Due to the increase in yield on the interest-earning assets and the decrease in rates paid on the interest-bearing liabilities, the average interest rate spread was 3.01% for the six months ended December 31, 1996 compared to 2.47% for the six months ended December 31, 1995. The average net interest margin (annualized net interest income divided by total average assets) was 3.79% for the six months ended December 31, 1996 compared to 2.82% for the six months ended December 31, 1995. Noninterest income. Noninterest income increased $48,000 to $129,000 for the six months ended December 31, 1996 from $81,000 for the six months ended December 31, 1995. The $27,000 increase in service charges and fees is primarily due to the increase in overdraft fees when comparing the six months ended December 31, 1996 to the six months ended December 31, 1995 as a result of more stringent guidelines on overdrawn accounts. The $21,000 increase in insurance commissions to $48,000 for the six months ended December 31, 1996 from $26,000 for the period ended December 31, 1995 is a result of the increased sales of credit insurance products on the loan portfolio. The $17,000 increase in other noninterest income is primarily due to the increase in gains on real estate sold when comparing the six months ended December 31, 1996 to six months ended December 31, 1995. There was a $2,000 increase in loan fees when comparing the six months ended December 31, 1996 to December 31, 1995. These increases were offset by a decrease of $19,000 in gains from the sale of available-for-sale securities when comparing the six months ended December 31, 1996 to the six months ended December 31, 1995. Noninterest expense. Noninterest expense increased $483,000 to $1.1 million for the six months ended December 31, 1996 from $571,000 for the six months ended December 31, 1995. The $300,000 increase in SAIF deposit insurance premium is primarily due to the $294,000 one-time SAIF assessment. Compensation and benefit expense increased $80,000 to $359,000 for the six months ended December 31, 1996 from $279,000 for the six months ended December 31, 1995. The increase is compensation is partially due to a $13,000 increase in fees paid to the credit insurance brokers to $29,000 for the six months ended December 31, 1996 from $16,000 for the six months ended December 31, 1995 as a result of increased credit insurance sales. Also there were normal salary increases and increases in other employee benefits totalling $64,000 which includes a $25,000 expense for the Recognition and Retention Plan approved on October 15, 1996 at the Company's annual meeting. Other noninterest expense increased $114,000 to $228,000 for the six months ended December 31, 1996 from $114,000 for the six months ended December 31, 1995 primarily as a result of the increase in operating costs since the formation of Washington Bancorp. Also, this was partially a result of the $12,000 increase in cost of real estate sold to $13,000 for the six months ended December 31, 1996 from $1,000 for the six months ended December 31, 1995, as well as a $9,000 increase in legal services to $11,000 for the six months from $1,000 for the six months ended December 31, 1995 and a $36,000 increase in auditing and accounting to $38,000 for the six months ended December 31, 1996 from $2,000 for the six months ended December 31, 1995. The increases were offset by a $7,000 decrease in occupancy and equipment expense and a $5,000 decrease in data processing expense when comparing the six months ended December 31, 1996 to December 31, 1995. Results of Operations - Three Months Ended December 31, 1996 As Compared To The Three Months Ended December 31, 1995 Performance summary. Net earnings increased $102,000 to $195,000 for the three months ended December 31, 1996 from $93,000 for the three months ended December 31, 1995. The increase is primarily due to the increase of $222,000 in interest income, a decrease of $24,000 in interest expense, and an increase of $14,000 in noninterest income. This was partially offset by an increase of $96,000 in noninterest expense and an increase of $65,000 in income tax expense. For the three months ended December 31, 1996 the annualized return on average assets was 1.22% compared to .68% for the three months ended December 31, 1995, while the annualized return on average equity was 7.36% for the three months ended December 31, 1996 compared to 8.14% for the three months ended December 31, 1995. Net interest income. Net interest income increased $246,000 to $624,000 for the three months ended December 31, 1996 from $378,000 for the three months ended December 30, 1995. The increase is primarily due to the increase of $222,000 in interest income to $1,265,000 for the three months ended December 31, 1996 from $1,043,000 for the three months ended December 31, 1995. Interest expense fell $24,000 to $641,000 for the three months ended December 31, 1996 from $665,000 for the three months ended December 31, 1995. For the three months ended December 31, 1996 the average yield on interest-earning assets was 8.28% compared to 7.83% for the three months ended December 31, 1995. The average cost of interest-bearing liabilities was 5.14% for the three months ended December 31, 1996 compared to 5.45% for the three months ended December 31, 1995. The average balance of interest-earning assets increased $7.8 million to $61.0 million for the three months ended December 31, 1996 from $53.2 million for the three months ended December 31, 1995. During this same period, the average balance of interest-bearing liabilities increased $1.1 million to $49.9 million for the three months ended December 31, 1996 from $48.8 million for the three months ended December 31, 1995. Due to the increase in yield on the interest-earning assets and the decrease in rates paid on the interest-bearing liabilities, the average interest rate spread was 3.14% for the three months ended December 31, 1996 compared to 2.38% for the three months ended December 31, 1995. The average net interest margin (annualized net interest income divided by total average assets) was 3.92% for the three months ended December 31, 1996 compared to 2.77% for the three months ended December 31, 1995. Noninterest income. Noninterest income increased $14,000 to $73,000 for the three months ended December 31, 1996 from $59,000 for the three months ended December 31, 1995. The $7,000 increase in service charges and fees is primarily due to the increase in overdraft fees when comparing the three months ended December 31, 1996 to the three months ended December 31, 1995 as a result of more stringent guidelines on overdrawn accounts. The $15,000 increase in insurance commissions to $34,000 for the three months ended December 31, 1996 from $19,000 for the period ended December 31, 1995 is a result of the increased sales of credit insurance products on the loan portfolio. Other noninterest income increased $8,000 primarily as a result of an increase in gains on real estate sold when comparing the three months ended December 31, 1996 to the three months ended December 31, 1995. Loan fees increased $2,000 when comparing the three months ended December 31, 1996 to the three months ended December 31, 1995. These increases were offset by a decrease of $19,000 in gains from the sale of available-for-sale securities when comparing the three months ended December 31, 1996 to the three months ended December 31, 1995. Noninterest expense. Noninterest expense increased $96,000 to $388,000 for the three months ended December 31, 1996 from $292,000 for the three months ended December 31, 1995. Compensation and benefit expense increased $64,000 to $200,000 for the three months ended December 31, 1996 from $136,000 for the three months ended December 31, 1995. The increase represents normal salary increases, a $9,000 increase in fees paid to the credit insurance brokers to $22,000 for the three months ended December 31, 1996 from $13,000 for the three months ended December 31, 1995, and increases in other employee benefits including the $25,000 expense for the Recognition and Retention Plan approved on October 15, 1996 at the Company's annual meeting. Other noninterest expense increased $33,000 to $97,000 for the three months ended December 31, 1996 from $64,000 for the three months ended December 31, 1995 as a result of the $5,000 increase in cost of real estate sold when comparing the three months ended December 31, 1996 to the three months ended December 31, 1995, as well as a $7,000 increase in legal services to $8,000 for the three months from $1,000 for the three months ended December 31, 1995 and an $8,000 increase in auditing and accounting when comparing the three months ended December 31, 1996 to the three months ended December 31, 1995. Liquidity and capital resources. The Bank's principal sources of funds are deposits, amortization and prepayment of loan principal, borrowings, and the sale and maturities 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 Bank generally manages the pricing of its deposits to maintain a steady deposit balance, but has from time to time decided not to pay deposit rates that are as high as those of its competition, and when necessary, to supplement deposits with alternative sources of funds. Federal regulations historically have required the Bank 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 5% 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, government agency, and corporate securities and other obligations generally having remaining maturities of less than five years. The Bank has historically maintained its liquidity ratio at levels in excess of those required. At December 31, 1996, the Bank's liquidity ratio was 9.91%. Liquidity management is both a daily and long-term responsibility of management. The Bank adjusts its 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 the Bank 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 Bank anticipates that it will have sufficient funds available to meet current loan commitments. At December 31, 1996, the Bank had outstanding commitments to extend credit which amounted to $1,535,250. Part II - Other Information Item 1. Legal Proceedings. None Item 2. Changes in Securities. None Item 3. Defaults Upon Senior Securities. None Item 4. Submission of Matters to a Vote of Security Holders. None Item 5. Other Information. At December 31, 1996 the ESOP held 52,602 shares of the Company's common stock, 4,337 of which were released for allocation and the remaining 48,265 were unreleased (unearned) shares. The 48,265 unreleased (unearned) shares had a fair market value of approximately $615,379 at December 31, 1996. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits (listed by numbers corresponding to the Exhibit Table of Item 601 on Regulation S-B) 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 for which this report was filed. 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 February 7, 1997 /s/ Stan Carlson ---------------- --------------------------------- Stan Carlson, President and Chief Executive Officer Date February 7, 1997 /s/ Leisha A. Linge ---------------- --------------------------------- Leisha A. Linge, Controller