SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB Quarterly report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the Quarterly period ended September 30, 2000. ( ) Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _______to ______. No. 001-15351 (Commission File Number) JADE FINANCIAL CORP. Exact Name OF Registrant as Specified in its Charter) Pennsylvania 23-3002586 State of Incorporation) (IRS Employer ID Number 213 W. Street Road Feasterville, PA 19053 (Address of principal executive offices) (215) 322-9000 (Registrant's telephone number) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 Number of Shares Outstanding as of September 30, 2000 1,872,923 Outstanding Shares COMMON STOCK ($.01 PAR VALUE) (Title of Class) TABLE OF CONTENTS PART 1. FINANCIAL INFORMATION Financial Statements (Unaudited) Consolidated Statement of Financial Condition as of September 30, 2000 and December 31, 1999 Consolidated Statement of Income for the Three and Nine Months Ended September 30, 2000 and 1999. Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2000 and 1999. Notes to Consolidated Financial Statements Management's discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosure About Market Risk Part II. OTHER INFORMATION Item 1. Legal Proceedings Item 2. Change in Securities Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other information PART III. SIGNATURES PART 1. FINANCIAL STATEMENTS JADE FINANCIAL CORP. Consolidated Statement of Financial Condition September 30, December 31, 2000 1999 (Unaudited) (Audited) (In Thousands) ASSETS Cash and cash equivalents: Cash and due from banks $ 11,856 $ 6,630 Interest bearing deposits in other financial institutions 350 47 Federal Funds 4,527 6,565 Restricted cash 0 0 Total cash and cash equivalents $ 16,733 $ 13,242 Investment securities, available-for-sale 40,543 40,783 Mortgage-backed securities available-for-sale 7,745 8,859 Investment securities held-to- maturity 0 0 Mortgage-backed securities held- to-maturity (fair value of $3,038 and $4,209) 3,117 4,314 BankZip.Com (convertible debenture) 1,250 2,500 Loans receivable, net 127,275 114,081 Property, equipment and leasehold improvements, net of accumulated depreciation 2,647 1,890 Federal Home Loan Bank stock, at cost 1,000 834 Accrued interest receivable 1,176 802 Other Real Estate Owned (OREO) 0 0 Reorganization costs, net 132 162 Bank Owned Life Insurance - BOLI 10,420 10,021 Deferred tax asset, net 1,525 1,177 Prepaid expenses and other assets 1,313 911 TOTAL ASSETS $214,876 $199,576 LIABILITIES AND EQUITY LIABILITIES: Deposits $165,937 $156,124 Advances from FHLBank 20,000 15,000 Advances from borrowers for taxes 468 618 Accounts payable and accrued expenses 777 594 Total liabilities $187,182 $172,336 EQUITY: Common Stock, $.01 par value, 1,872,923 shares issued and outstanding at 9/30/00 19 19 Additional Paid-in Capital 14,173 14,130 Contra Equity - unearned common stock acquired by the Employee Stock Ownership Plan (957) (1,044) Commitments and contingencies (Note 16) 0 0 Retained Earnings, (See Notes 11 and 12) 16,628 15,853 Accumulated other comprehensive income (loss) (2,169) (1,718) Total Equity $ 27,694 $ 27,240 TOTAL LIABILITIES AND EQUITY $214,876 $199,576 JADE FINANCIAL CORP. CONSOLIDATED STATEMENT OF INCOME Three months ended Nine months ended September 30, September 30, 2000 1999 2000 1999 (Unaudited) (Unaudited) (In thousands) (In thousands) INTEREST INCOME: Interest on loans $2,670 $2,253 $ 7,547 $6,595 Investment and mortgage- backed securities 838 840 2,568 2,247 Interest-earning deposits 27 17 51 72 Federal Funds 102 27 280 210 Total interest income $3,637 $3,137 $10,446 $9,124 INTEREST EXPENSE: Interest on deposits $1,510 $1,308 $ 4,291 $3,950 Interest on borrowed funds 343 56 737 59 Total interest expense $1,853 $1,364 $5,028 $4,009 Net Interest Income $1,784 $1,773 $5,418 $5,115 PROVISION FOR POSSIBLE LOAN LOSSES 135 135 565 405 Net interest income after provision for possible loan losses $1,649 $1,638 $4,853 $4,710 NONINTEREST INCOME: Loan fees $ 8 $ 10 $ 32 $ 36 Service charges 144 133 409 355 Other Income 337 142 1,006 387 Security/Other gains or losses 12 0 (88) 0 Total noninterest income $ 501 $ 285 $1,359 $ 778 NONINTEREST EXPENSES: Compensation and employee benefits $ 916 $ 732 $2,744 $2,194 Office and occupancy costs 420 477 1,204 1,309 Printing and Postage 68 60 196 188 Loan servicing 46 44 122 126 Professional fees 116 30 304 114 Bank and MAC charges 179 190 514 545 Advertising, marketing and promotions 29 36 126 111 Insurance Expense 29 30 96 85 Other - Foundation Expense 0 0 0 0 Total noninterest expenses $1,803 $1,599 $5,306 $4,672 INCOME BEFORE PROVISION FOR INCOME TAXES $ 347 $ 324 $ 906 $ 816 Provision for federal and state income taxes Current 58 145 281 317 Deferred 0 (30) (116) (32) Total income tax provision $ 58 $ 115 $ 165 $ 285 NET INCOME $ 289 $ 209 $ 741 $ 531 JADE FINANCIAL CORP CONSOLIDATED STATEMENT OF CASH FLOWS Increase (Decrease) in Cash and Cash Equivalents Nine Months Ended September 30, September 30, 2000 1999 Unaudited Unaudited (Dollars in thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 741 $ 547 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Amortization of premium/discount on investments and mortgage-backed securities 71 117 Depreciation and amortization 315 294 (Gain) loss on sale of investment securities 88 - (Premium) discount on first mortgage sales - - (Gain) loss on sale/disposal of asset - - Provision for losses on loans 565 405 Change in assets and liabilities: (Increase) decrease in deferred tax asset (348) (32) (Increase) decrease in accrued interest receivable (374) (426) (Increase) decrease in BOLI asset (399) - (Increase) decrease in Reorganization costs (30) - (Increase) decrease in prepaid expenses and other assets (402) (1,028) Increase (decrease) in accounts payable and accrued expenses 183 378 Net cash provided by operating activities 410 255 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of FHLB Stock 166 - Purchase of investment securities, available- for-sale (1,000) (14,400) Sales of investment securities, available-for-sale - - Mortgage-backed security purchases, available for sale - (7,670) Mortgage-backed security sales - - Mortgage-backed security maturities and principal repayments 3,134 6,547 Maturities and principal repayments of investment securities, available-for-sale 949 3,500 (Increase) decrease in total loans receivable, net (13,759) (8,473) Proceeds from sale of real estate owned net of expenses - - Proceeds from sale of loans - - Proceeds from sale of equipment - - Capital expenditures (1,072) (118) Decrease in Share Insurance Fund 0 29 Net cash provided by (used in) investing activities (11,582) (20,585) CASH FLOWS FROM FINANCING ACTIVITIES: Increase (decrease) in deposits, net $ 9,813 $ 13,476 Net increase(decrease) in advances FHLB 5,000 6,000 Net increase(decrease) in advances for borrowers (150) (130) Net cash provided by (used in) financing activities 14,663 19,346 NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS: 3,491 (984) Cash and cash equivalents, beginning of year 13,242 18,351 CASH AND CASH EQUIVALENTS, END OF YEAR $ 16,733 $ 17,367 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the year for: Interest on deposits $ 4,291 $ 3,950 Income Taxes $ 210 $ 177 Noncash activities: Increase in unrealized loss on investment mortgage- backed securities available-for-sale, net of taxes $ 451 $1,715 JADE FINANCIAL CORP. Notes To Consolidated Financial Statements (UNAUDITED) 1. BASIS OF PRESENTATION: JADE Financial Corp. (the "Holding Company") was incorporated under Pennsylvania law in July 1998 by IGA Federal Savings in connection with the conversion of the Company from a savings institution to a federally chartered capital stock savings bank, the issuance of the Company's stock to the Holding Company and the offer and sale of the Holding Company's common stock by the Holding Company (the "Conversion"). Upon consummation of the Conversion on October 4, 1999, the Holding Company became the holding company for the Company. See Note 2 for a more detailed description of the mutual to stock conversion. No pro forma effect has been given to the sale of the Holding Company's common stock in the Conversion at September 30, 1999. The accompanying consolidated financial statements of the Holding Company have been prepared in accordance with instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, such information reflects all adjustments (consisting solely of normally recurring adjustments) which are, in the opinion of management, necessary for a fair presentation at and for the interim periods. The results of operations for the nine months ended September 30, 2000 are not necessarily indicative of the results to be expected for the year ending December 31, 2000. The consolidated financial statements and notes thereto should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 1999, contained in the Holding Company's Form 10K filed with the Securities Exchange Commission on March 31, 2000. 2. CONVERSION TO CAPITAL STOCK FORM OF OWNERSHIP: On May 26, 1999, the Board of Directors of the Company adopted a Plan of Conversion to convert from a federal mutual savings bank to a federal capital stock savings bank. The conversion was accomplished through the formation of the Holding Company in July, 1998, the adoption of a federal stock charter, and the sale of all of the Company's stock to the Holding Company on October 4, 1999. A subscription offering ("offering") of the shares of common stock of the Holding Company was conducted whereby the shares were offered initially to eligible account holders, the Company's Employee Stock Ownership Plan ("ESOP"), supplemental eligible account holders and other members of the Company (collectively "subscribers"). During the offering, subscribers submitted orders for common stock along with full payment for the order in either cash, by an authorization to withdraw funds for payment from an existing deposit account at the Company upon issuance of stock, or a combination of cash and account withdrawal. Subscription funds received in connection with the offering were placed in segregated savings accounts in the Company. For these orders that were to be funded through account withdrawals, the Company placed "holds" on those accounts, restricting withdrawal of any amount which would reduce the account balance below the amount of the order. At September 30, 1999, the Company held $12.0 million in subscription segregated savings accounts and had restricted withdrawals from deposit accounts in the amount of $2.0 million. The Holding Company issued 1,872,923 shares in connection with the Conversion. Gross proceeds from the offering were $14,500,024, which includes the proceeds from the sale of 145,000 shares to the IGA Employee Stock Ownership Plan and 60,420 shares to the Company for transfer to the IGA Charitable Foundation. The Company issued all its outstanding capital stock to the Holding Company in exchange for approximately one-half of the net proceeds. The Holding Company accounted for the purchase in a manner similar to a pooling of interests whereby assets and liabilities of the Company maintain their historical cost basis in the consolidated company. 3. EARNINGS PER COMMON SHARE: Earnings per common share for the quarter ended September 30, 1999 is not applicable, because IGA Federal Savings' (the Bank's) conversion from mutual-to-stock form was not completed until October 4, 1999. Presented below is information with respect to the calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2000. Three Months Ended Nine Months Ended September 30, 2000 September 30, 2000 Net Income $ 289,000 $ 741,000 Weighted average number of common shares outstanding 1,872,923 1,872,923 Average ESOP shares not committed to be released (130,500) (130,000) Weighted average number of common shares outstanding for basic earnings per share computation purposes 1,742,423 1,742,423 Dilutive effects of employee stock options 0 0 Weighted average shares and common share equivalents 1,742,423 1,742,423 Basic earnings per share $ 0.17 $ 0.43 Diluted earnings per share $ 0.17 $ 0.43 4. COMPREHENSIVE INCOME: Statement of Financial Accounting Standards (SFAS) No. 130, Reporting Comprehensive Income, was effective for the Bank for the year beginning July 1, 1998, and establishes reporting and display of comprehensive income in the financial statements. Comprehensive income represents net earnings and certain amounts reported directly in stockholders' equity, such as the net unrealized gain or loss on available-for-sale securities. The Bank adopted SFAS No. 130 effective June 30, 1998. The Company's comprehensive income for the three months ended September 30, 2000 and 1999 are as follows: Three Months Ended September 30, 2000 1999 (Dollars in Thousands) Net income $ 289 $ 209 Unrealized holding gains (losses) arising during the period net of tax effect (318) (249) COMPREHENSIVE INCOME $ (29) $ (40) 5. INVESTMENT VALUATION JADE, together with three other financial institutions participated in the initial capitalization of BankZip.com, an internet banking company. The total capitalization of BankZip was $13.9 million and JADE contributed $2.5 million in the form of a convertible note. On September 15, 2000, an involuntary bankruptcy petition was filed against ZipFinancial.Com, Inc. by one of its vendors, the petition was subsequently dismissed on October 23, 2000. On November 2, 2000, BankZip completed $410,000 in additional financing and is seeking additional financing of $1.5 to $2.0 million. The company has entered into a term sheet with a strategic investor to provide a $1.0 million line of credit. The ability to draw on the line of credit will be dependent on sales. The continued viability of the company is dependent on its ability to raise additional capital. No assurances can be given that the company will be able to raise additional capital. To reflect the uncertainty surrounding this investment, as of September 30, 2000, JADE has established an equity account valuation reserve pursuant to SFAS 115 of 50% or $1.25 million while BankZip seeks additional financing. 6. NEW ACCOUNTING STANDARDS: Statement of Financial Accounting Standards (SFAS) No. 130, Reporting Comprehensive Income, is effective for the Bank for the period beginning July 1, 1998, and establishes reporting and display of comprehensive income in the financial statements. Comprehensive income represents net earnings and certain amounts reported directly in stockholders' equity, such as the net unrealized gain or loss on available-for-sale securities. The Bank adopted SFAS No. 130 effective June 30, 1998. SFAS No. 133, Accounting for Derivation Instruments and Hedging Activities, is effective for the Bank for years beginning July 1, 1999. The Bank currently has no activity subject to SFAS 133. In October 1998, the FASB issued SFAS No. 134, Accounting for Mortgage-Backed Securities Retained after the Securitization of Mortgage Loans Held-for-Sale by a Mortgage Banking Enterprise. SFAS No. 134 changes the way mortgage banking firms account for certain securities and other interests they retain after securitizing mortgage loans that were held-for-sale. Under current practice, a bank that securitizes credit card receivables has a choice in how it classifies any retained securities based on its intent and ability to hold or sell those investments. SFAS No. 134 gives the mortgage banking firms the opportunity to apply the same intent-based accounting that is applied by other companies. SFAS No. 134 was effective for the fiscal quarter beginning after December 15, 1998. The implementation of SFAS No. 134 did not have a material impact on the Bank's financial condition or results of operations. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following table sets forth certain selected financial ratios for the Company at or for the period ended September 30, 2000: SELECTED FINANCIAL RATIOS At or For the At or For the Three months ended Nine Months ended September 30, September 30, 2000 1999 2000 1999 Selected Financial Condition Data: Performance Ratios:(1) Return on assets (ratio of net income to average total assets) 0.55% 0.47% 0.49% 0.40% Return on equity (ratio of net income to average equity) 4.18% 5.89% 3.66% 4.79% Earnings per common share $0.17 - $0.43 - Interest rate spread(2) 3.61% 4.05% 3.75% 3.96% Net interest margin(3) 3.79% 4.18% 3.93% 4.10% Operating expenses to average total assets 3.44% 3.58% 3.47% 3.54% Average interest-earning assets to average interest-bearing liabilities 104.55% 104.19% 105.01% 104.24% Asset Quality Ratios: Non-performing assets to total assets at end of period 0.06% 0.09% 0.06% 0.09% Allowance for loan losses to non- performing assets 1192.09% 722.22% 1192.09% 722.22% Allowance for loan losses to gross loans receivable 1.28% 1.10% 1.28% 1.10% Capital Ratios: Equity to total assets at end of period 12.89% 7.44% 12.89% 7.44% Average equity to average assets 13.19% 7.94% 13.26% 8.40% Book value per share $14.79 - $14.79 - Other Data: Number of full service offices 5 5 5 5 (1) Ratios for the three and nine month periods are annualized where appropriate. (2) Difference between weighted average yield on interest- earning assets and weighted average cost of interest- bearing liabilities. (3) Net Interest Income as a percentage of average interest- earning assets. COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 2000 AND DECEMBER 31, 1999 Our total assets increased $15.3 million from $199.6 million to $214.9 million or 7.67% from December 31, 1999 to September 30, 2000. Our total liabilities increased $14.8 million from $172.3 million to $187.1 million or 8.59% from December 31, 1999 to September 30, 2000. We had $20.0 million borrowed from the Federal Home Loan Bank as of September 30, 2000. The increase in assets and liabilities at September 30, 2000 compared to December 31, 1999 is primarily attributable to an increase in deposit balances and an increase in borrowings from the Federal Home Loan Bank. Total loans increase $13.6 million from $115.3 million to $129.0 million or 11.88 % from December 31, 1999 to September 30, 2000. The increase was primarily the result of increased loan originations in almost all loan categories except credit cards, as illustrated by the following loan composition table: At September 30, At December 31, 2000 1999 Amount Percent Amount Percent Variance % Change Real Estate Loans: One- to four-family $ 49,219 38.17% $ 43,434 37.66% $ 5,785 13.32% Commercial 4,197 3.25% 2,996 2.60% $ 1,201 40.09% Total real estate loans 53,416 41.42% 46,430 40.25% $ 6,986 15.05% Consumer Loans: Home equity 26,344 20.43% 24,172 20.96% $ 2,172 8.99% Automobile 28,326 21.97% 24,406 21.16% $ 3,920 16.06% Credit cards 9,692 7.52% 10,955 9.50% $(1,263) -11.53% Signature loans 5,965 4.63% 5,414 4.69% $ 551 10.18% Other 2,074 1.61% 2,498 2.17% $ (424) -16.97% Total consumer loans 72,401 56.14% 67,445 58.47% $ 4,956 7.35% Commercial Loans 3,141 2.44% 1,469 1.27% $ 1,672 113.82% Total loans 128,958 100.00% 115,344 100.00% $13,614 11.80% Less: Deferred fees and discounts (26) 21 Allowance for losses (1,657) (1,284) Total loans receivable, net $127,275 $114,081 On December 14, 1999, JADE purchased a convertible debenture in the amount of $2.5 million with an initial rate of 5.45% from ZipFinancial.Com.Inc (d/b/a Bankzip.com). BankZip aggregates and provides Internet-based services to community financial institutions. This menu of Internet services has two dimensions- an external consumer dimension and an internal bank operations dimension. From a consumer banking perspective, the aggregated services, such as online applications, instant online loan decisions, full call center support and marketing support, enable community financial institutions to provide a complete online banking solution for existing customers and attract new customers. BankZip's menu of Internet services also allows community financial institutions to convert back-office processes to a more cost-effective online environment. By converting back- office processes to an online environment, financial institutions can convert fixed expense to variable expense. As a result, financial institutions can realize significant cost savings and efficiencies while simultaneously enhancing their ability to deliver products and services to online and offline customers. On September 15, 2000, an involuntary bankruptcy petition was filed against ZipFinancial.Com, Inc. by one of its vendors; however, the petition was subsequently dismissed on October 23, 2000. On November 2, 2000, BankZip completed $410,000 in additional financing and is seeking additional financing of $1.5 to $2.0 million. The company has entered into a term sheet with a strategic investor to provide a $1.0 million line of credit. The ability to draw on the line of credit will be dependent on sales. The continued viability of the company is dependent on its ability to raise additional capital. No assurances can be given that the company will be able to raise additional capital. To reflect the uncertainty surrounding this investment, as of September 30, 2000, JADE has established an equity account valuation reserve pursuant to SFAS 115 of 50% or $1.25 million while BankZip seeks additional financing. Our total equity increased from $27.2 million to $27.7 million or 1.84% from December 31, 1999 to September 30, 2000 due to an increase in retained earnings. Accumulated and other comprehensive income increased from ($1.7) million at December 31, 1999 to ($2.2) million at September 30, 2000. Asset Quality The following table sets forth non-performing assets as of September 30, 2000 and December 31, 1999 (Dollars in thousands): September 30, December 31, 2000 1999 Non-accruing loans: One- to four-family $ 73 $ 73 Home equity 12 55 Automobile 29 21 Credit cards 13 11 Signature loans 2 2 Commercial 0 32 Other 10 0 Total 139 194 Accruing loans delinquent more than 90 days: One- to four-family 0 0 Home equity 0 0 Automobile 0 0 Credit cards 0 0 Signature loans 0 0 Other 0 0 Total 0 0 Foreclosed assets 0 17 Renegotiated loans 0 0 Total non-performing assets $139 $211 Non-performing assets as a percent of total loans 0.11% 0.18% Non-performing assets as a percent of total assets 0.06% 0.11% COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999. The following table presents the total dollar amounts of interest income and interest expense on the indicated amounts of average interest-earning assets or interest-bearing liabilities together with the weighted average interest rates for the three month periods ended September 30, 2000 and 1999. Average balance calculations were based on daily balances. Three months ended September 30, Three months ended September 30, 2000 1999 Average Interest (Annualized) Average Interest (Annualized) Outstanding Earned/ Yield/ Outstanding Earned/ Yield/ Balance Paid Rate Balance Paid Rate (Dollars in Thousands) (Dollars in Thousands) Interest-earning assets: Loans receivable $127,972 $2,670 8.35% $109,191 $2,253 8.25% Investments 60,502 967 6.39% 60,350 884 5.86% Total earning assets 188,474 3,637 7.72% 169,541 3,137 7.40% Non-interest earning assets 21,038 9,168 Total assets $209,512 $178,709 Interest-bearing liabilities: Savings deposits $ 69,030 354 2.05% $ 72,985 373 2.04% NOW accounts 10,035 0 0.00% 9,961 0 0.00% Money market accounts 12,073 147 4.87% 10,463 85 3.25% Certificates of deposit 69,142 1,009 5.84% 65,307 850 5.21% Other notes payable - FHLB 20,000 343 6.86% 4,000 56 5.60% Total interest-bearing liabilities 180,280 1,853 4.11% 162,716 1,364 3.35% Non-interest bearing liabilities 1,593 1,797 Total liabilities 181,873 164,513 Equity 27,639 14,196 Total liabilities and equity $209,512 $178,709 Net interest-earning assets $ 8,194 $ 6,825 Net interest spread $1,784 3.61% $1,773 4.05% Net interest margin 3.79% 4.18% Ratio of average interest-earning assets to average interest-bearing liabilities 104.55% 104.19% For the three months For the nine months ended September 30, ended September 30, 2000 vs. 1999 2000 vs. 1999 Increase (decrease) due to Total Increase (decrease) due to Total Rate/ Increase Rate/ Increase Rate Volume Volume (Decrease) Rate Volume Volume (Decrease) (In Thousands) (In Thousands) Interest-earning assets: Loans receivable $101 $1,550 ($1,234) $417 $11 $1,256 ($315) $952 Investments 322 9 (248) 83 367 114 (111) 370 Total earning assets 423 1,559 (1,482) 500 378 1,370 (426) 1,322 Interest-bearing liabilities: Savings deposits 5 (81) 57 (19) (29) (28) 15 (42) Checking accounts 0 0 0 0 0 0 0 0 Money market accounts 170 52 (160) 62 153 17 (37) 133 Certificates of deposit 412 200 (453) 159 203 123 (76) 250 Other notes payable - FHLB 50 896 (659) 287 0 752 (74) 678 Total interest-bearing liabilities 637 1,067 (1,215) 489 327 864 (172) 1,019 Change in net interest income ($214) $492 ($267) $11 $51 $506 ($254) $303 Net Income: Net income for the three months ended September 30, 2000 was $289,000. Net income for the comparable period in 1999 was $209,000. The increase in the current period when compared to the prior period was due to a significant increase in lending from the prior period as average loans increased by $18.8 million or 17.22% from $109.2 million for the three months ended September 30, 1999 to $128.0 million for the three months ended September 30, 2000. The increase in volume was offset by a decline of 44 basis points in our net interest spread caused by rising interest rates and our negative gap position. Core earnings, defined as pretax earnings adjusted for securities sales transactions and unusual or non-recurring expense or income items, were $335,000 for the three months ended September 30, 2000 compared to $324,000 in the prior year period. The following table summarizes the components of adjusted pretax core earnings: Three Months Ended September 30, 2000 1999 (Dollars in Thousands) Net interest income $1,784 $1,773 Provision for loan losses 135 135 Noninterest income excluding gains and losses 489 285 Noninterest expense 1,803 1,599 ADJUSTED PRETAX CORE EARNINGS $ 335 $ 324 INTEREST INCOME. Total interest income increased $500,000 or 16.13% from $3.1 million for the third quarter of 1999 compared to $3.6 million for the third quarter of 2000. This increase resulted from an increase in average earning assets of $19.0 million, or 11.21% from $169.5 million for the three months ended September 30, 1999 to $188.5 million for the three months ended September 30, 2000. The average yield paid on earning assets also increased 32 basis points from 7.40% for the third quarter of 1999 compared to 7.72% for the third quarter of 2000. INTEREST EXPENSE. Total interest expense increased $489,000, or 34.93% from $1.4 million for the third quarter of 1999 compared to $1.9 million for the third quarter of 2000. This increase was mainly attributable to an increase in borrowed funds and a 76 basis point increase in the overall cost of interest-bearing liabilities caused by rising interest rates and the increased use of higher cost borrowed funds. NET INTEREST INCOME. Net interest income increased by only $11,000 for the third quarter of 2000 compared to the third quarter of 1999. This increase is attributable to a higher volume of earning assets and liabilities that was offset by a 39 basis point decrease in the net interest margin. This decrease in the net interest margin was caused by rising interest rates during the period and the fact that our interest bearing liabilities repriced to reflect these higher rates more quickly than our interest earning assets. PROVISION FOR LOAN LOSSES. The provision for loan losses remained unchanged at $135,000 for both the third quarter of 2000 and the third quarter of 1999. During the three months ended September 30, 2000, the Company had charge-offs of $158,341 and recoveries of $28,167. At September 30, 2000, the Company's allowance for loan losses totaled $1.7 million which was 1.28% of total loans. NONINTEREST INCOME. Noninterest income increased $216,000 or 75.79% to $501,000 for the three months ended September 30, 2000 from $285,000 for the three months ended September 30, 1999. The increase was due primarily to income from Bank Owned Life Insurance (BOLI), title insurance income, and increased fees from debit card transactions. NONINTEREST EXPENSE. Total noninterest expense increased $204,000 or 12.76% to $1.8 million for the three months ended September 30, 2000 from $1.6 million for the three months ended September 30, 1999. This increase resulted primarily from an increase in compensation and employee benefits and an increase in professional fees associated with our status as a public company. FEDERAL INCOME TAXES. The provision for federal income taxes increased relative to the amount of taxable income for the period. COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999. The following table presents the total dollar amounts of interest income and interest expense on the indicated amounts of average interest-earning assets or interest-bearing liabilities together with the weighted average interest rates for the nine month periods ended September 30, 2000 and 1999. Average balance calculations were based on daily balances. Nine months ended September 30, Nine months ended September 30, 2000 1999 Average Interest (Annualized) Average Interest (Annualized) Outstanding Earned/ Yield/ Outstanding Earned/ Yield/ Balance Paid Rate Balance Paid Rate (Dollars in Thousands) (Dollars in Thousands) Interest-earning assets: Loans receivable $122,072 $7,547 8.24% $106,810 $6,595 8.23% Investments 61,581 2,899 6.28% 59,568 2,529 5.66% Total earning assets 183,653 10,446 7.58% 166,378 9,124 7.31% Non-interest earning assets 19,975 9,405 Total assets $203,628 $175,783 Interest-bearing liabilities: Savings deposits $ 70,515 1,078 2.04% $ 71,839 1,120 2.08% NOW accounts 10,316 0 0.00% 10,186 0 0.00% Money market accounts 10,827 374 4.61% 10,297 241 3.12% Certificates of deposit 68,221 2,839 5.55% 65,867 2,589 5.24% Other notes payable - FHLB 15,020 737 6.54% 1,422 59 5.53% Total interest-bearing liabilities 174,899 5,028 3.83% 159,611 4,009 3.35% Non-interest bearing liabilities 1,738 1,403 Total liabilities 176,637 161,014 Equity 26,991 14,769 Total liabilities and equity $203,628 $175,783 Net interest-earning assets $ 8,754 $ 6,767 Net interest spread $5,418 3.75% $5,115 3.96% Net interest margin 3.93% 4.10% Ratio of average interest- earning assets to average interest-bearing liabilities 105.01% 104.24% For the three months For the nine months ended September 30, ended September 30, 2000 vs. 1999 2000 vs. 1999 Increase (decrease) due to Total Increase (decrease) due to Total Rate/ Increase Rate/ Increase Rate Volume Volume (Decrease) Rate Volume Volume (Decrease) (In Thousands) (In Thousands) Interest-earning assets: Loans receivable $101 $1,550 ($1,234) $417 $11 $1,256 ($315) $952 Investments 322 9 (248) 83 367 114 (111) 370 Total earning assets 423 1,559 (1,482) 500 378 1,370 (426) 1,322 Interest-bearing liabilities: Savings deposits 5 (81) 57 (19) (29) (28) 15 (42) Checking accounts 0 0 0 0 0 0 0 0 Money market accounts 170 52 (160) 62 153 17 (37) 133 Certificates of deposit 412 200 (453) 159 203 123 (76) 250 Other notes payable - FHLB 50 896 (659) 287 0 752 (74) 678 Total interest-bearing liabilities 637 1,067 (1,215) 489 327 864 (172) 1,019 Change in net interest income ($214) $492 ($267) $11 $51 $506 ($254) $303 Net Income: Net income for the nine months ended September 30, 2000 was $741,000. Net income for the comparable period in 1999 was $531,000. The increase is attributable to increased levels of interest-earning assets, and a significant increase in noninterest income, offset by a decrease in our net interest spread and net interest margin. Core earnings, defined as pretax earnings adjusted for securities sales transactions and unusual or non-recurring expense or income items, were $994,000 for the nine months ended September 30, 2000 compared to $816,000 in the prior year period. The following table summarizes the components of adjusted pretax core earnings: Nine Months Ended September 30, 2000 1999 (Dollars in Thousands) Net interest income $5,418 $5,115 Provision for loan losses 565 405 Noninterest income excluding gains and losses 1,447 778 Noninterest expense 5,306 4,672 ADJUSTED PRETAX CORE EARNINGS $ 994 $ 816 INTEREST INCOME. Total interest income increased $1.3 million or 14.29% from $9.1 million for the nine months ended September 30, 1999 compared to $10.4 million for the nine months ended September 30, 2000. This increase resulted from an increase in average earning assets of $17.3 million, or 10.40% from $166.4 million for the nine months ended September 30, 1999 to $183.7 million for the nine months ended September 30, 2000. The average yield or rate paid on earning assets also increased 27 basis points from 7.31% for the nine months ended June 30, 1999 compared to 7.51% for the nine months ended September 30, 2000. INTEREST EXPENSE. Total interest expense increased $1.0 million, or 25.0% from $4.0 million for the nine months ended September 30, 1999 compared to $5.0 million for the nine months ended September 30, 2000. This increase was mainly attributable to an increase in total interest-bearing liabilities of $15.3 million or 9.59% from $159.6 million for the nine months ended September 30, 1999 compared to $174.9 million for the nine months ended September 30, 2000 and a 48 basis point increase in the overall cost of interest-bearing liabilities. NET INTEREST INCOME. Net interest income increased $303,000 or 5.94% from $5.1 million for the nine months ended September 30, 1999 compared to $5.4 million for the nine months ended September 30, 2000. This increase is attributable to a higher volume of earning assets that was partially offset by a 17 point compression in the net interest margin. PROVISION FOR LOAN LOSSES. The provision for loan losses increased by $160,000 or 39.51% for the nine months ended September 30, 2000 compared to the nine months ended September 30, 1999. This increase reflects changes in the composition of the company's loan portfolio from that of a traditional consumer focused credit union to a more diversified banking company. During the nine months ended September 30, 2000, the Company had charge-offs of $295,570 and recoveries of $103,053. NONINTEREST INCOME. Noninterest income increased $581,000 or 74.68% to $1.4 million for the nine months ended September 30, 2000 from $778,000 for the nine months ended September 30, 1999. The increase was due primarily to income from Bank Owned Life Insurance (BOLI), title insurance income, and increased fees from debit card transactions offset by a loss of $100,000 to write down a subsidiary investment. NONINTEREST EXPENSE. Total noninterest expense increased $634,000 or 13.49% to $5.3 million for the nine months ended September 30, 2000 from $4.7 million for the nine months ended September 30, 1999. This increase resulted primarily from an increase in compensation and employee benefits, including the ESOP, an increase in depreciation related to the purchase of a new computer system, and an increase in professional fees. FEDERAL INCOME TAXES. The provision for federal income taxes increased relative to the amount of taxable income for the period. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK A comprehensive qualitative and quantitative analysis regarding market risk was disclosed in the Company's Conversion Prospectus. No material changes in the assumptions used or results obtained from the model have occurred. Part II. OTHER INFORMATION Item 1. Legal proceedings - None Item 2. Change 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 On November 2, 2000 PSB Bancorp, Inc. and Jade Financial Corp announced the execution of a definitive Agreement & Plan of Merger pursuant to which PSB will acquire Jade Financial Corp. and its wholly-owned subsidiary, IGA Federal Savings Bank in a cash transaction valued at approximately $24.1 million. Pursuant to the agreement, PSB will purchase all of the outstanding shares of Jade Financial Corp. that PSB does not already own or that are not owned by the JADE Employee Stock Ownership Plan ("ESOP")for $13.55 per share in cash. The Jade ESOP may receive cash, PSB stock or a combination of both. Item 6. Exhibits and Reports on Form 8-K Exhibits (b) Reports on Form 8-K - None SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. JADE FINANCIAL CORP. By /s/ Dorothy M. Bourlier November 10, 1999 Dorothy M. Bourlier Chief Financial Officer 22