FORM 8-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): AUGUST 1, 1996
First Savings Bank of Washington Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-26584 91-1691604
State or other jurisdiction Commission (I.R.S.Employer
File Number Identification No.)
10 S. First Avenue, Walla Walla, Washington 99362
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (including area code): (509) 527-3636
Not Applicable
_____________________________________________________________________________
(Former name of former address, if changed since last report)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
The following unaudited condensed consolidated financial statements of Inland
Empire Bank and Subsidiaries (IEB), the business acquired by First Savings
Bank of Washington Bancorp, Inc. (the Registrant) effective August 1, 1996,
are filed with this report:
Page
----
i) Condensed Consolidated Statement of Financial Condition as
of June 30, 1996 2
ii) Condensed Consolidated Statements of Income for the Six months
ended June 30, 1996 and 1995 3
iii) Condensed Consolidated Statements of Cash Flows for the Six months
ended June 30, 1996 and 1995 4
(b) Pro Forma Financial Information
The following unaudited pro forma condensed consolidated financial statements
of the Registrant are filed with this report:
Page
----
i) Pro forma Condensed Statement of Financial Condition as of
June 30, 1996 6-7
ii) Pro forma Condensed Consolidated Statement of Income
For the quarter ended June 30, 1996 8
For the year ended March 31, 1996 9
The Pro Forma Condensed Statement of Financial Condition of the Registrant as
of June 30, 1996 reflects the financial position of the Registrant assuming
the acquisition of IEB took place on June 30, 1996 and the resulting $13.233
million of costs in excess of IEB's historical net assets was allocated as
follows:
Amortization
period using
(in thousands) straight line
Cost method
------------ -------------
Buildings $ 850 25 yrs (300 months)
Unallocated (goodwill) 12,383 14 yrs (168 months)
------------
$ 13,233
============
The Pro Forma Condensed Consolidated Statements of Income for the quarter
ended June 30, 1996 and the year ended March 31, 1996 are based upon the
combined operations of the Registrant and IEB for the Quarter ended June 30,
1996 and the year ended March 31, 1996. Such pro forma financial statements
also reflect the effects of the Registrant's purchase price of IEB as noted
above, assuming the acquisition was effective on April 1, 1995.
The unaudited pro forma condensed consolidated financial statements have been
prepared by Registrant based upon assumptions deemed proper by it. The
unaudited pro forma condensed consolidated financial statements presented
herein are shown for illustrative purposes only and are not necessarily
indicative of the future financial position or future results of operations of
Registrant, or of the financial position or results of operations of
Registrant that would have actually occurred had the transaction been in
effect as of the date or for the periods presented.
The unaudited pro forma condensed consolidated financial statements should be
read in conjunction with the historical financial statements and related notes
of the Registrant that have been previously filed with the Registrant's Form
10K for the year ended March 31, 1996.
(c) Exhibits
None
1
PAGE
INLAND EMPIRE BANK AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited) (in thousands)
June 30, 1996
ASSETS
1996
------
CASH AND DUE FROM BANKS 18,260
SECURITIES AVAILABLE FOR SALE, cost $43,166 42,721
LOANS RECEIVABLE HELD FOR SALE, fair value $2,896 2,896
LOANS RECEIVABLE, net of the allowance for losses of $1,412 86,418
ACCRUED INTEREST RECEIVABLE 1,957
PROPERTY AND EQUIPMENT, net 2,171
DEFERRED INCOME TAX ASSET 656
OTHER ASSETS 473
-------
$ 155,552
=======
LIABILITIES AND STOCKHOLDERS EQUITY
DEPOSITS:
Interest bearing $ 104,213
Non-interest bearing 30,069
-------
134,282
OTHER BORROWINGS 620
ACCRUED EXPENSES AND OTHER LIABILITIES 1,215
INCOME TAXES PAYABLE 68
-------
136,185
STOCKHOLDERS EQUITY:
Common stock - $2.50 par value, 533,705 shares authorized;
issued and outstanding 1,334
Surplus and paid in capital 11,988
Retained earnings 6,339
Unrealized (loss) on securities available for sale, net of tax (294)
-------
19,367
-------
$ 155,552
=======
2
INLAND EMPIRE BANK AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited) (in thousands)
For the Six months ended June 30, 1996 and 1995
1996 1995
------ ------
INTEREST INCOME:
Loans receivable $ 4,391 $4,011
Securities and deposits 1,695 1,460
------ ------
6,086 5,471
INTEREST EXPENSE:
Deposits 1,971 1,833
Other borrowings 12 7
------ ------
1,983 1,840
------ ------
Net interest income before
provision for loan losses 4,103 3,631
PROVISION FOR LOAN LOSSES 18 30
------ ------
Net interest income 4,085 3,601
OTHER OPERATING INCOME:
Loan servicing fees 56 50
Other fees and service charges 620 539
Gain on sale of loans 395 159
Miscellaneous 18 12
------ ------
Total other operating income 1,089 760
OTHER OPERATING EXPENSES:
Salary and employee benefits 1,846 1,777
Occupancy 214 202
Advertising 47 42
Deposit insurance 2 142
Miscellaneous 984 622
------ ------
Total other operating expenses 3,093 2,785
------ ------
Income before income taxes 2,081 1,577
INCOME TAXES 727 422
------ ------
NET INCOME $ 1,354 $ 1,154
====== ======
3
INLAND EMPIRE BANK AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (in thousands)
For the Six months ended June 30, 1996 and 1995
1996 1995
------ ------
OPERATING ACTIVITIES
Net income $ 1,354 $1,154
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 127 103
Loss (gain) on sale of property and equipment (6) (11)
Net amortization of premiums and discounts on
investments (29) 164
Provision for loan and real estate owned losses 18 30
Cash provided (used) in operating assets and
liabilities:
Loans held for sale (12) (39)
Accrued interest receivable (463) (72)
Other assets 17 234
Accrued expenses and other liabilities 363 177
Federal income taxes payable 68 - -
------ ------
Net cash provided by operating activities 1,437 1,740
INVESTING ACTIVITIES:
Purchase of securities available for sale (14,964) - -
Principal payments and maturities of securities
available for sale 20,815 - -
Principal payments and maturities of securities
held to maturity - - 10,231
Purchase of securities held to maturity - - (302)
Loans originated, net of principal collected (6,464) (6,357)
Purchase of property & equipment (204) (358)
Proceeds from disposal of property & equipment 6 11
------ ------
Net cash provided (used) by investing activities (811) 3,225
FINANCING ACTIVITIES
Increase (decrease) in deposits $ (4,686) $ (4,051)
Decrease in other borrowings 100 (461)
Cash dividend paid - - (800)
------ ------
Net cash (used) by financing activities (4,586) (5,312)
NET INCREASE (DECREASE) IN CASH AND DUE FROM BANKS (3,960) (347)
CASH AND DUE FROM BANKS, BEGINNING OF PERIOD 22,220 13,765
------ ------
CASH AND DUE FROM BANKS, END OF PERIOD $ 18,260 $ 13,418
====== ======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid $ 1,964 $ 1,810
Taxes paid $ 655 $ 332
4
INLAND EMPIRE BANK AND SUBSIDIARIES
NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1996
Note 1: Basis of Presentation
The unaudited consolidated financial statements included herein reflect
all adjustments which are, in the opinion of management, necessary to present
a fair statement of the results for the interim periods presented. All such
adjustments are of a normal recurring nature. Certain information and note
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been omitted pursuant to
the rules and regulations of the Securities and Exchange Commission. It is
suggested that these consolidated audited financial statements be read in
conjunction with the consolidated financial statements and notes thereto for
the year ended December 31, 1995 and 1994 included in the August 1, 1996 Form
8-K filed August 16, 1996 (File No. 0-26584).
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FIRST SAVINGS BANK OF WASHINGTON BANCORP, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
(Unaudited) (in thousands)
as of June 30, 1996
Pro forma Adjustments
(A) FSBWB (A) IEB
ASSETS Historical Historical Other Pro forma
---------- ---------- ------- ---------
CASH AND DUE FROM BANKS $ 8,406 $ 18,260 $ (3,701) (1) $ 22,965
SECURITIES AVAILABLE FOR SALE,
cost FSBWB-$283,510, IEB-$43,166 and
Pro forma-$294,108 283,603 42,721 (32,568) (3) 293,756
SECURITIES HELD TO MATURITY,
fair value FSBWB-$1,966, IEB-None and
Pro forma-$1,966 1,966 - - - - 1,966
---------- ---------- ------- ---------
285,569 42,721 (32,568) 295,722
LOANS RECEIVABLE HELD FOR SALE,
fair value FSBWB-$1,196, IEB-$2,896 and
Pro forma-$4,092 1,196 2,896 - - 4,092
LOANS RECEIVABLE, net of the allowance
for losses of FSBWB-$4,434, IEB-$1,412 and
Pro forma-$5,846 443,110 86,418 - - 529,528
---------- ---------- ------- ---------
444,306 89,314 - - 533,620
ACCRUED INTEREST RECEIVABLE 4,557 1,957 - - 6,514
REAL ESTATE HELD FOR SALE, net 798 - - - - 798
FEDERAL HOME LOAN BANK STOCK 10,368 - - - - 10,368
PROPERTY AND EQUIPMENT, net 6,489 2,171 850 (2) 9,510
DEFERRED INCOME TAX ASSET 240 656 - - 896
COSTS IN EXCESS OF NET ASSETS ACQUIRED - - - - 12,383 (2) 12,383
OTHER ASSETS 3,952 473 - - 4,425
---------- ---------- -------- ---------
$ 764,685 $ 155,552 $ (23,036) $ 897,201
Legend to other Pro Forma Adjustments: ========== ========== ======== =========
(A) - Historical GAAP basis financial statements
(1) - Eliminate intercompany deposits
(2) - Record excess of cost over historical net book value paid for IEB stock as allocated to premises,
related deferred taxes and goodwill
(3) - Consolidation and elimination entries reflecting securities liquidated to purchase IEB stock
(Continued on next page)
6
FIRST SAVINGS BANK OF WASHINGTON BANCORP, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
(Unaudited) (in thousands)
as of June 30, 1996
(Continued from prior page)
Pro forma Adjustments
(A) FSBWB (A) IEB
LIABILITIES AND STOCKHOLDERS' EQUITY Historical Historical Other Pro forma
---------- ---------- ------- ---------
DEPOSITS:
Interest bearing $ 370,673 $ 104,213 $ - - $ 474,886
Non-interest bearing 4,670 30,069 (3,701) (1) 31,038
---------- ---------- ------- ---------
375,343 134,282 (3,701) 505,924
ADVANCES FROM FEDERAL HOME LOAN BANK 210,507 - - - - 210,507
OTHER BORROWINGS 18,644 620 - - 19,264
---------- ---------- ------- ---------
229,151 620 - - 229,771
ADVANCES BY BORROWERS FOR TAXES AND
INSURANCE - non interest bearing 1,604 - - - - 1,604
ACCRUED EXPENSES AND OTHER LIABILITIES 9,051 1,215 - - 10,266
FEDERAL INCOME TAXES PAYABLE 696 68 326 1,090
---------- ---------- ------- ---------
615,845 136,185 (3,375) 748,655
STOCKHOLDERS' EQUITY:
Common stock 109 1,334 (1,334) (3) 109
Additional paid-in capital/ surplus 107,411 11,988 (11,988) (2) (3) 107,411
Retained earnings 57,254 6,339 (6,339) (3) 57,254
Unrealized gain (loss) on securities available
for sale 61 (294) - - (233)
Treasury stock (6,430) - - - - (6,430)
Unearned ESOP shares (8,242) - - - - (8,242)
Shares held in trust for deferred compensation
plans (1,323) - - - - (1,323)
---------- ---------- ------- ---------
148,840 19,367 (19,661) 148,546
---------- ---------- ------- ---------
$ 764,685 $ 155,552 $(23,036) $ 897,201
========== ========== ======= =========
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FIRST SAVINGS BANK OF WASHINGTON BANCORP, INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited) (in thousands except per share amounts)
for the Quarter ended June 30, 1996
Pro forma Adjustments
(A) FSBWB (A) IEB
Historical Historical Other Pro forma
---------- ---------- ------- ---------
INTEREST INCOME:
Loans receivable $ 8,932 $ 2,246 $ - - $ 11,178
Mortgage-backed obligations 3,112 - - - - 3,112
Investment securities and
deposits 1,741 806 - - 2,547
---------- ---------- ------- ---------
13,785 3,052 - - 16,837
INTEREST EXPENSE:
Deposit 4,627 984 - - 5,611
Federal Home Loan Bank advances 2,643 - - - - 2,643
Other borrowings 296 5 - - 301
---------- ---------- ------- ---------
7,566 989 - - 8,555
Net interest income before ---------- ---------- ------- ---------
provision for loan losses 6,219 2,063 - - 8,282
PROVISION FOR LOAN LOSSES 513 9 - - 522
---------- ---------- ------- ---------
Net interest income 5,706 2,054 - - 7,760
OTHER OPERATING INCOME:
Loan servicing fees 178 30 - - 208
Other fees and service charges 164 331 - - 495
Gain on sale of loans 87 191 - - 278
Gain on sale of securities 4 - - - - 4
Miscellaneous 22 17 - - 39
---------- ---------- ------- ---------
Total other operating income 455 569 - - 1,024
OTHER OPERATING EXPENSES:
Salary and employee benefits 1,385 936 - - 2,321
Occupancy 277 96 8 (1) 381
Outside computer services 198 - - - - 198
Real estate operations 17 - - - - 17
Advertising 50 23 - - 73
Deposit insurance 214 1 - - 215
Miscellaneous 743 581 221 (1) 1,545
---------- ---------- ------- ---------
Total other operating expenses 2,884 1,637 229 4,750
---------- ---------- ------- ---------
Income before federal income taxes 3,277 986 (229) 4,034
INCOME TAXES 884 343 - - 1,227
---------- ---------- ------- ---------
NET INCOME $ 2,393 $ 643 $ (229) $ 2,807
========== ========== ======= =========
Earnings per share $ 0.243 $ 0.285
Average shares outstanding 9,834,850 9,834,850
(A) - Historical GAAP basis financial statements
(1) - Record amortization of cost over historical net book value (goodwill)
and depreciation related to additional cost of premises for the period
April 1,1996 to June 30, 1996 - 1 Quarter (three months)
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FIRST SAVINGS BANK OF WASHINGTON BANCORP, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENTS OF INCOME
(Unaudited) (in thousands except per share amounts)
for the Year ended March 31, 1996
Pro forma Adjustments
(A) FSBWB (A) IEB
Historical Historical Other Pro forma
---------- ---------- ------- ---------
INTEREST INCOME:
Loans receivable $ 27,469 $ 8,713 $ - - $ 36,182
Mortgage-backed obligations 7,170 - - - - 7,170
Investment securities and
deposits 6,770 3,185 - - 9,955
---------- ---------- ------- ---------
41,409 11,898 - - 53,307
INTEREST EXPENSE:
Deposits 18,976 3,880 - - 22,856
Federal Home Loan Bank advances 3,842 - - - - 3,842
Other borrowings 469 23 - - 492
---------- ---------- ------- ---------
23,287 3,903 - - 27,190
Net interest income before ---------- ---------- ------- ---------
provision for loan losses 18,122 7,995 - - 26,117
PROVISION FOR LOAN LOSSES 524 54 - - 578
---------- ---------- ------- ---------
Net interest income 17,598 7,941 - - 25,539
OTHER OPERATING INCOME:
Loan servicing fees 799 110 - - 909
Other fees and service charges 458 1,150 - - 1,608
Gain on sale of loans 607 659 - - 1,266
Gain (loss) on sale of securities (220) - - - - (220)
Miscellaneous 24 6 - - 30
---------- ---------- ------- ---------
Total other operating income 1,668 1,925 - - 3,593
OTHER OPERATING EXPENSES:
Salary and employee benefits 5,028 3,768 - - 8,796
Occupancy 998 439 34 (1) 1,471
Outside computer services 717 - - - - 717
Real estate operations (8) - - - - (87)
Advertising 346 125 - - 471
Deposit insurance 843 75 - - 918
Miscellaneous 2,538 1,498 885 (1) 4,921
---------- ---------- ------- ---------
Total other operating expenses 10,383 5,905 919 17,207
Income before income taxes 8,883 3,961 (919) 12,925
INCOME TAXES 2,631 1,303 - - 3,934
---------- ---------- ------- ---------
NET INCOME $ 6,252 $ 2,658 $ (919) $ 7,991
========== ========== ======= =========
Earnings per share $ N/A $ N/A
See note See note
Average shares outstanding N/A N/A
(A) - Historical GAAP basis financial statements
(1) - Record amortization of cost over historical net book value (goodwill)
and depreciation related to additional cost of premises for the period
April 1, 1995 to March 31, 1996 - 1 year (twelve months)
Note - The Registrant converted from mutual to stock ownership on 10/31/95
therefore earnings per share data is NOT meaningful for periods prior
to 12/31/95 inclusive.
9
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, hereunto duly authorized.
FIRST SAVINGS BANK OF WASHINGTON
BANCORP, INC.
DATE: October 15, 1996 By: /s/ D. Allan Roth
--------------------
D. Allan Roth
Secretary and
Treasurer
10