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 September 30, 1999 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 issuers classes of common equity, as of the latest practicable date. Common Stock, $.01 par value 597,198 shares outstanding as of November 12, 1999 Transitional Small Business Disclosure Format (check one): Yes[ ] No[X] INDEX Part I. Financial Information Item 1. Consolidated Financial Statements Consolidated Balance Sheets at September 30, 1999 (unaudited) and June 30, 1999 Unaudited Consolidated Statements of Income for the three months ended September 30, 1999 and 1998 Unaudited Consolidated Statements of Comprehensive Income for the three months ended September 30, 1999 and 1998 Unaudited Consolidated Statements of Cash Flows for the three months ended September 30, 1999 and 1998 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. Financial Information WASHINGTON BANCORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION September 30, June 30, 1999 1999 ---------------------------- ASSETS (unaudited) Cash and cash equivalents Interest-bearing ................................................ $ 3,276,515 $ 901,346 Noninterest-bearing ............................................. 1,762,720 1,656,084 Investment securities: Held to maturity ................................................ 819,992 760,520 Available for sale .............................................. 20,635,926 20,695,366 Fed funds, sold ....................................................... 765,000 1,340,000 Loans receivable, net of allowance for loan losses of $495,249 in 1999 and $472,187 in 1998 ........................ 76,261,535 72,779,177 Accrued interest receivable ........................................... 1,311,032 1,190,600 Federal Home Loan Bank stock .......................................... 1,000,700 860,000 Foreclosed real estate ................................................ 301,477 235,914 Premises and equipment, net ........................................... 864,544 874,551 Goodwill, net ......................................................... 1,256,885 1,280,526 Other assets .......................................................... 541,284 409,996 --------------------------- Total assets .................................................... $108,797,610 $102,984,080 =========================== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Deposits Noninterest-bearing ............................................. $ 4,155,990 $ 2,596,143 Interest-bearing ................................................ 73,548,889 73,093,323 --------------------------- Total deposits .................................................. 77,704,879 75,689,466 Borrowed funds ........................................................ 19,541,986 15,706,290 Advances from borrowers for taxes and insurance ....................... 99,323 223,033 Accrued expenses and other liabilities ................................ 499,248 464,638 --------------------------- Total liabilities ............................................... 97,845,436 92,083,427 --------------------------- Redeemable common stock held by ESOP .................................. 179,823 189,972 --------------------------- Stockholders' Equity Common Stock Common Stock .................................................... 6,511 6,511 Additional Paid-in Capital ...................................... 6,155,417 6,150,310 Retained Earnings ..................................................... 6,540,431 6,384,863 Unrealized loss on securities ......................................... (331,291) (235,778) Treasury shares ....................................................... (987,310) (946,435) Deferred Compensation ................................................. (63,134) (79,098) Maximum cash obligation ESOP .......................................... (179,823) (189,972) Unearned ESOP shares .................................................. (368,450) (379,720) --------------------------- Total stockholders' equity ...................................... 10,772,351 10,710,681 --------------------------- Total liabilities and stockholders' equity ...................... $108,797,610 $102,984,080 =========================== See Notes to Consolidated Financial Statements WASHINGTON BANCORP AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF INCOME Three Months Ended September 30, 1999 and 1998 1999 1998 ------------------------- Interest income: Loans receivable: First mortgage loans ............................................. $1,024,093 $ 1,017,251 Consumer and other loans ......................................... 562,173 479,159 Investment securities: Taxable .......................................................... 336,219 308,490 Non-taxable ...................................................... 15,189 19,644 -------------------------- Total interest income ................................... 1,937,674 1,824,544 -------------------------- Interest expense: Deposits ............................................................. 844,717 801,132 Borrowed funds ....................................................... 241,398 228,776 -------------------------- Total interest expense .................................. 1,086,115 1,029,908 -------------------------- Net interest income ..................................... 851,559 794,636 Provision for loan losses ................................................. 21,500 22,000 -------------------------- Net interest income after provision for loan losses ............................. 830,059 772,636 -------------------------- Noninterest income: Loan origination and commitment fees ................................. 1,850 600 Service charges and fees ............................................. 87,978 85,522 Insurance commisions ................................................. 10,988 7,479 Other ................................................................ 1,954 985 -------------------------- Total noninterest income ................................ 102,770 94,586 -------------------------- Noninterest expense: Compensation and benefits ............................................ 330,225 290,491 Occupancy and equipment .............................................. 60,255 53,464 SAIF/BIF deposit insurance premium ................................... 14,183 14,196 Data processing ...................................................... 28,066 23,136 Goodwill amortization ................................................ 23,640 23,640 Other ................................................................ 120,535 127,071 -------------------------- Total noninterest expense ............................... 576,904 531,998 -------------------------- Income before income taxes .............................. 355,925 335,224 Income tax expense ........................................................ 133,160 140,061 -------------------------- Net income .............................................. $ 222,765 $ 195,163 ========================== Earnings per common share: Basic ................................................................ $ 0.40 $ 0.34 ========================== Diluted .............................................................. $ 0.39 $ 0.33 ========================== Tangible earnings per common share: ....................................... $ 0.43 $ 0.37 ========================== Dividends per common share: ............................................... $ -- $ 0.12 ========================== Weighted average common shares for: Basic earnings per share ............................................. 561,812 574,072 ========================== Diluted earnings per share ........................................... 571,813 590,800 ========================== See Notes to Consolidated Financial Statements. WASHINGTON BANCORP AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended September 30, 1999 and 1998 1999 1998 ------------------- Net income ......................................................................... $222,765 $195,163 Other comprehensive income, net of income taxes: Unrealized holding gains (losses) arising during the three months ended September 30, 1999 and 1998, net of income taxes 1999 $57,206; 1998 $43,482 .......................... (95,513) 72,471 ------------------- Comprehensive income ............................................................... $127,252 $267,634 =================== WASHINGTON BANCORP AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS Three months ended September 30, 1999 and 1998 1999 1998 ---------------------------- Cash Flows from Operating Activities Net Income .......................................................... $ 222,765 $ 195,163 Adjustments to reconcile net income to net cash provided by operating activities: Amortization of premiums and discounts on debt securities .......................................... 7,249 1,964 Amortization of goodwill ....................................... 23,641 23,640 Provision for loan losses ...................................... 21,500 22,000 Depreciaton .................................................... 21,857 13,878 Compensation under stock awards ................................ 15,964 19,469 ESOP contribution expense ...................................... 16,377 18,945 (Increase) in accrued interest receivable ...................... (120,432) (120,432) Decrease in other assets ....................................... 10,869 6,446 (Decrease) in accrued expenses and other liabilities ........................................ (50,342) (41,246) ---------------------------- Net cash provided by operating activities ........ 169,448 19,529 ---------------------------- Cash Flows from Investing Activities Held to maturity securities: Purchases ...................................................... (60,000) - - Available for sale securities: Maturities and calls ........................................... 850,000 6,320,359 Purchases ...................................................... (950,000) (9,600,000) Federal funds sold, net ............................................. 575,000 (874,763) Purchase of Federal Home Loan Bank stock ............................ (140,700) (47,600) Loans made to customers, net ........................................ (3,569,421) (3,139,117) Purchase of premises and equipment .................................. (11,850) (28,700) Net cash (used in) investing activities .......... (3,306,971) (7,369,821) ---------------------------- Cash Flows from Financing Activities Net increase in deposits ............................................ 2,015,413 6,670,497 Proceeds from Federal Home Loan Bank advances ....................... 26,500,000 6,510,900 Principal payments on Federal Home Loan Bank advances ............... (22,664,304) (5,901,136) Net increase (decrease) in advances from borrowers for taxes and insurance ........................................ (123,710) (105,558) Acquisition of common stock ......................................... (40,875) (684,125) Dividends paid ...................................................... (67,197) (77,184) Net cash provided by financing activities ........ 5,619,327 6,413,394 ---------------------------- Net increase(decrease) in cash and cash equivalents ................................. 2,481,804 (936,898) Cash and cash equivalents: Beginning ........................................ 2,557,430 3,306,374 ---------------------------- Ending ........................................... $ 5,039,234 $ 2,369,476 ============================ Supplemental Disclosures of Cash Flow Information Cash payments for: Interest paid to depositors .................................... $ 461,291 $ 389,951 Interest paid on other obligations ............................. 241,398 228,776 Income taxes, net of refunds ................................... 143,400 169,100 Supplemental Schedule of Noncash Investing and Financing Activities Transfers from loans to foreclosed real estate .................................................... $ 65,563 $ 100,079 Contract sales of foreclosed real estate ............................ - - - - 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" or the "Company"), Washington Federal Savings Bank ("Washington Federal" or "WFSB"), WFSB's wholly-owned subsidiary, Washington Financial Services, Inc., which is a discount brokerage firm, and Rubio Savings Bank of Brighton, Iowa ("Rubio" or "RSB"). 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 September 30, 1999, 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 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. Foreclosed real estate. Real estate properties acquired through loan foreclosure are initially recorded at the lower of cost or fair value less estimated selling expenses at the date of foreclosure. Costs relating to development and improvement of property are capitalized, whereas costs relating to holding property are expensed. Earnings per common share. Basic per share amounts are computed by dividing net income by the weighted-average number of common shares outstanding. Diluted per share amounts assume the conversion, exercise or issuance of all potential common stock instruments unless the effect is to reduce a loss or increase the income per common share from continuing operations. In accordance with Statement of Position 93-6, shares owned by the Company's Employee Stock Ownership Plan (the "ESOP") that have not been committed to be released are not considered outstanding for the purpose of computing earnings per share. 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. Unearned ESOP shares and expense. The receivable from the Company's ESOP has been treated as a reduction of equity. This amount is reduced as the ESOP shares are allocated. Compensation expense for the ESOP is based upon the fair value of shares allocated to participants. Stock awards. Expense for common stock to be issued under the Company's recognition and retention plan is based upon the fair value of the shares at the date of grant, allocated over the period of vesting. The Company adopted the recognition and retention plan in October 1996 whereby 26,300 shares of common stock have been reserved for issuance to certain executive officers and directors. During the year ended June 30, 1999, 1998 and 1997, awards were granted for 2,192 shares, 2,127 shares and 19,914 shares respectively, with a fair value of $16.63, $18.94 and $11.25 per share at the date of the grant, respectively. 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. Comprehensive Income. In 1997, the Financial Accounting Standards Board issued Statement No. 130, "Reporting Comprehensive Income." Statement No. 130 establishes standards for reporting and display of comprehensive income and its components (revenue, expenses, gains, and losses) in a full set of general-purpose financial statements. The Company initially applied Statement No. 130 for the three months ended September 30, 1998 and the statement of comprehensive income has been added to the accompanying financial statements. 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 September 30, 1999 the capital requirements of Washington Federal under FIRREA and its actual capital ratios. As of September 30, 1999 Washington Federal exceeded all current regulatory capital requirement standards. At September 30, 1999 ----------------------- Amount Percent ----------------------- (Dollars in thousands) (unaudited) Tangible Capital: Capital Level ....................... $6,927 8.14% Requirement ......................... 1,276 1.50% ------ ----- Excess .............................. $5,651 6.64% ------ ----- Core Capital: Capital Level ....................... $6,927 8.14% Requirement ......................... 3,404 4.00% ------ ----- Excess .............................. $3,523 4.14% ------ ----- Risk-Based Capital: Capital Level ....................... $7,281 12.39% Requirement ......................... 4,701 8.00% ------ ----- Excess .............................. $2,580 4.39% ------ ----- The following table summarizes the capital requirements of Rubio Savings Bank of Brighton. As of September 30, 1999 Rubio substantially exceeded all current regulatory capital requirement standards. At September 30, 1999 ---------------------- Amount Percent ---------------------- (Dollars in thousands) (unaudited) Tier 1 or Leverage Capital: Capital Level ......................... $2,670 11.46% Requirement ........................... 699 3.00% ------ ------ Excess ................................ $1,971 8.46% ------ ------ Tier 1 Risk-based Capital: Capital Level ......................... $2,670 20.48% Requirement ........................... 522 4.00% ------ ------ Excess ................................ $2,148 16.48% ------ ------ Risk-Based Capital: Capital Level ......................... $2,828 21.69% Requirement ........................... 1,043 8.00% ------ ------ Excess ................................ $1,785 13.69% ------ ------ 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 the Company with the Securities and Exchange Commission, in the Company'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. The Company 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 the Company's financial performance and could cause the Company's actual results for future periods to differ materially from those anticipated or projected. The Company does not undertake, and specifically disclaims any obligations, to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. Impact of the Year 2000 In preparation for the century date change, the Banks have completed upgrades and replacements of all computer systems and software that did not meet Year 2000 standards. Testing of the new products has been completed and the Banks are satisfied that the products meet Year 2000 compliance. Four separate special examinations for Year 2000 issues have been conducted by regulators since July 1, 1998 and the Banks have utilized the guidance of the OTS and the Federal Deposit Insurance Corporation (the "FDIC") in applying their Year 2000 plans. Communication with vendors and service providers is an on-going process to assure uninterrupted services. The Banks have worked with local officials in developing community-wide contingency plans for vital community-wide services and have communicated with customers with regard to their Year 2000 preparations and concerns. The Banks are committed to achieving the goal of Year 2000 readiness. A cash management plan has been formulated to meet anticipated additional cash needs of our customers. Capital expenditures for Year 2000 readiness to date have been approximately $91,000, with an expected total of $120,000. These expenses are not expected to have a significant impact on financial position or results of operations. General Washington Bancorp ("Washington" or the "Company") is an Iowa corporation which was organized in October 1995 by Washington Federal Savings Bank ("Washington Federal") 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 Federal Deposit Insurance Corporation ("FDIC"). In March 1996, Washington Federal converted to the stock form of organization through the sale and issuance of its common stock to the Company. On June 24, 1997, Washington entered into a merger agreement to acquire Rubio Savings Bank of Brighton, Iowa ("Rubio"). Rubio is held as a separate subsidiary of Washington. In January 1998, Washington became a bank holding company upon the completion of its acquisition of Rubio. 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 the Company are Washington Federal and Rubio (collectively, the "Banks"). The Company presently has no separate operations and its business consists primarily of the business of the Banks. All references to the Company, unless otherwise indicated at or before March 11, 1996 refer to Washington Federal. 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 to Richland, Iowa, a small rural community of 500, which currently has only a branch of a large regional bank. The application is being evaluated by the OTS with plans to extend the period to branch through October of 2000. Rubio 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 also makes commercial real estate loans, automobile loans and other consumer loans. 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 $5.8 million from $103.0 million at June 30, 1999 to $108.8 million at September 30, 1999. The increase was primarily due to a $3.5 million increase in loans receivable, a $2.5 million increase in cash and cash equivalents, a $141,000 increase in Federal Home Loan Bank stock, a $131,000 increase in other assets, and a $120,000 increase in accrued interest receivable partially offset by a $575,000 decrease in federal funds, sold. The increase was primarily funded by a $3.8 million increase in borrowed funds and a $2.0 million increase in deposits. Loans receivable. Loans receivable, net, increased $3.5 million from $72.8 million at June 30, 1999 to $76.3 million at September 30, 1999. This increase is primarily due to increased loan demand in the Company's market area. The Company's non-performing assets were $332,000 or 0.31% of total assets at September 30, 1999 as compared to $326,000 or 0.32% of total assets at June 30, 1999. Management remains committed to maintaining the non-performing assets to total assets ratio within industry standards. Investment securities. Investment securities available-for-sale decreased $59,000 from $20.7 million at June 30, 1999 to $20.6 million at September 30, 1999. Securities classified as held to maturity increased $59,000 from $761,000 at June 30, 1999 to $820,000 at September 30, 1999. 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 September 30, 1999 than their carrying value due to a fluctuation 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. Accrued interest receivable. Accrued interest receivable increased $120,000 from $1.2 million at June 30, 1999 to $1.3 million at September 30, 1999. The increase is primarily due to the increase in loans receivable, net, and the level of accrued interest on available-for-sale securities with semi-annual interest payments. Deposits. Deposits increased $2.0 million from $75.7 million at June 30, 1999 to $77.7 million at September 30, 1999. This increase is primarily due to the seasonal deposits of local government and the competitive pricing of certificate of deposit products. Transaction and savings deposits increased as a percentage of total deposits from $25.7 million or 34.0% at June 30, 1999 to $27.6 million or 35.5% at September 30, 1999. Certificates of deposit decreased as a percentage of total deposits from $50.0 million or 66.0% at June 30, 1999 to $50.1 million or 64.5% at September 30, 1999. FHLB Borrowings. The total principal balance in advances from the Federal Home Loan Bank of Des Moines (FHLB) increased $3.8 million from $15.7 million at June 30, 1999 to $19.5 million at September 30, 1999. The increase is primarily due to the increased need to borrow to fund loan activity and investment activity. Washington has utilized the FHLB advances for this loan growth in efforts to control cost of funds and interest rate risk. 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 $124,000 from $223,000 at June 30, 1999 to $99,000 at September 30, 1999 primarily due to the payment of semi-annual real estate taxes which were due September 30, 1999. Total stockholders' equity. Total stockholders' equity increased $61,000 from $10.7 million at June 30, 1999 to $10.8 million at September 30, 1999. The increase is primarily due to net income of $223,000, the allocation of shares in the ESOP of $16,000, the amortization of deferred compensation under the Recognition and Retention Plan of $16,000, and the change in redeemable common stock held by the ESOP of $10,000, partially offset by the net unrealized loss in available-for-sale securities of $96,000, dividends paid of $67,000, and the purchase of 3,000 shares of the Company's common stock at a total cost of $41,000. Results of Operations - Three Months Ended September 30, 1999 As Compared To The Three Months Ended September 30, 1998 Performance summary. Net earnings increased $28,000 to $223,000 for the three months ended September 30, 1999 from $195,000 for the three months ended September 30, 1998. The increase is primarily due to an increase in interest income of $113,000, an increase in noninterest income of $8,000, and a decrease in income tax expense of $7,000, which was partially offset by an increase in interest expense of $56,000, and an increase in noninterest expense of $45,000. For the three months ended September 30, 1999, the annualized return on average assets was 0.86% as compared to 0.83% for the three months ended September 30, 1998. The annualized return on average equity was 8.34% for the three months ended September 30, 1999, as compared to 7.26% for the three months ended September 30, 1998. Net interest income. Net interest income increased $57,000 to $852,000 for the three months ended September 30, 1999 from $795,000 for the three months ended September 30, 1998. The increase is primarily due to the increase of $113,000 in interest income to $1.9 million for the three months ended September 30, 1999 from $1.8 million for the three months ended September 30, 1998, which was partially offset by an increase in interest expense of $56,000 to $1.1 million for the three months ended September 30, 1999 from $1.0 million for the three months ended September 30, 1998. For the three months ended September 30, 1999, the average yield on interest earning assets was 7.88% compared to 8.13% for the three months ended September 30, 1998 due to declining loan and bond rates. The average cost of interest-bearing liabilities was 4.88% for the three months ended September 30, 1999 compared to 5.14% for the three months ended September 30, 1998. The average balance of interest earning assets increased $8.5 million to $98.3 million for the three months ended September 30, 1999 from $89.8 million for the three months ended September 30, 1998. During this same period, the average balance of interest-bearing liabilities increased $9.0 million to $89.0 million for the three months ended September 30, 1999 from $80.0 million for the three months ended September 30, 1998. Due to the decrease in yield on the interest-earning assets and the decrease in rates paid on the interest-bearing liabilities, the average interest rate spread was 3.00% for the three months ended September 30, 1999 compared to 2.98% for the three months ended September 30, 1998. Due to the increase in interest-bearing liabilities as a percentage of interest-earning assets, the average net interest margin was 3.46% for the three months ended September 30, 1999 compared to 3.54% for the three months ended September 30, 1998. Provision for loan loss. Provision for loan loss decreased slightly for the three months ended September 30, 1999 compared to the three months ended September 30, 1998. Washington'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 $495,000 or 0.65% of loans receivable, net at September 30, 1999 compared to $415,000 or 0.60% of loans receivable, net at September 30, 1998. The allowance for loan loss as a percentage of non-performing assets was 149.17% at September 30, 1999, as compared to 126.62% at September 30, 1998. Noninterest income. Noninterest income increased $8,000 to $103,000 for the three months ended September 30, 1999 from $95,000 for the three months ended September 30, 1998. The increase is primarily due to an increase in insurance commissions of $4,000, an increase in bank service charges of $2,000, and an increase in loan origination and commitment fees of $1,000 and other noninterest income of $1,000. Insurance commissions increased $4,000 to $11,000 for the three months ended September 30, 1999 from $7,000 for the three months ended September 30, 1998 primarily due to the fluctuations in the volume of sales of credit life and disability products. Bank service charges and fees increased $2,000 to $88,000 for the three months ended September 30, 1999 from $86,000 for the three months ended September 30, 1998 primarily due to continued efforts in restructuring fee schedules.. Noninterest expense. Noninterest expense increased $45,000 to $577,000 for the three months ended September 30, 1999 from $532,000 for the three months ended September 30, 1998. The increase is primarily due to a $40,000 increase in compensation and benefits, a $7,000 increase in occupancy and equipment expense and a $5,000 increase in data processing, which was partially offset by a $7,000 decrease in other noninterest expense. These increases were primarily due to the expansion of Washington Federal's service area through the opening of a branch in Wellman, Iowa in November 1998. 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 September 30, 1999, Washington Federal's liquidity ratio was 12.89%. Liquidity management is both a daily and long-term responsibility of management. Washington Federal 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 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 September 30, 1999, Washington Federal had outstanding commitments to extend credit which amounted to $2.7 million and Rubio had outstanding commitments to extend credit which amounted to $833,000. 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. 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 September 30, 1999 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 November 12, 1999 /s/ Stan Carlson ----------------- ------------------------------------ Stan Carlson, President and Chief Executive Officer Date November 12, 1999 /s/ Leisha A. Linge ----------------- ------------------------------------ Leisha A. Linge, Vice President and Controller