- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------------- FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2001 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 ------- FIRST WASHINGTON FINANCIALCORP (Exact name of Registrant as Specified in Its Charter) NEW JERSEY (State or other jurisdiction of incorporation or organization) 52-2150671 (I.R.S. Employer Identification Number) US ROUTE 130 & MAIN STREET WINDSOR, NEW JERSEY 08561 (Address of Principal Executive Offices) (609) 426-1000 (Issuer's Telephone Number, including area code) (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) 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 and 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 No X ------ ------- As of August 1, 2001 there were 2,569,371 shares of common stock, no par value, outstanding. FIRST WASHINGTON FINANCIALCORP FORM 10-QSB INDEX Part I. Financial Information Page(s) Item 1. Financial Statements Consolidated Balance Sheet (unaudited) - at June 30, 2001 and December 31, 2000 1 Consolidated Income Statement (unaudited) - Six months ended June 30, 2001 and 2000 2 Changes in Stockholder Equity - Six Months ended June 30, 2001 3 Consolidated Statement of Cash Flows (unaudited) - Six months ended June 30, 2001 and 2000 4 Notes to Consolidated Financial Statements (unaudited) 5-6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7-12 Part II. Other Information Item 1. Legal Proceedings 13 Item 2. Changes in Securities and Use of Proceeds 13 Item 3. Defaults Upon Senior Securities 13 Item 4. Submission of Matters to a Vote of Security Holders 13 Item 5. Other Information 13 Item 6. Exhibits and Reports on Form 8-K 13 Signature Page 14 2 FIRST WASHINGTON FINANCIALCORP Consolidated Balance Sheet June 30, December 31, 2001 2000 ------------ ------------ (unaudited) ASSETS Cash and due from banks $ 10,576,019 $ 8,309,870 Federal funds sold 7,380,000 2,400,000 ------------ ------------ Total cash and cash equivalents 17,956,019 10,709,870 Interest bearing deposits with banks 382,000 476,000 Investment securities available-for-sale 33,046,372 38,776,008 Investment securities held-to-maturity 18,808,080 13,957,646 Mortgage-backed securities available-for-sale 47,757,380 47,555,701 Loans, net 173,328,766 152,860,409 Premises and equipment, net 6,210,096 6,455,471 Accrued interest receivable 1,846,024 1,798,138 Deferred tax asset, net 471,359 903,722 Other assets 1,318,123 782,232 ------------ ------------ Total assets $301,124,219 $274,275,197 ============ ============ LIABILITIES Deposits Non-interest bearing - demand $ 45,845,878 $ 41,435,236 Interest bearing - demand 27,212,743 23,190,157 Savings and money market 48,147,783 41,416,213 Certificates of deposit, under $100,000 133,017,453 134,946,632 Certificates of deposit, $100,000 and over 8,784,320 5,697,140 ------------ ------------ Total deposits 263,008,177 246,685,378 Securities sold under agreements to repurchase 9,320,051 5,755,165 FHLB advances 7,500,000 2,500,000 Accrued interest payable 355,919 435,819 Other liabilities 757,287 767,925 ------------ ------------ Total other liabilities 17,933,257 9,458,909 Total liabilities 280,941,434 256,144,287 ------------ ------------ STOCKHOLDERS' EQUITY Common stock - authorized, 10,000,000 shares of no par value; 2,569,371 issued and outstanding at June 30, 2001 and December 31, 2000 16,945,203 16,945,203 Retained Earnings 2,571,265 1,322,348 Accumulated other comprehensive income (loss) 666,317 (136,641) ------------ ------------ Total stockholders' equity 20,182,785 18,130,910 ------------ ------------ Total liabilities and stockholders' equity $301,124,219 $274,275,197 ============ ============ The accompanying notes are an integral part of these statements. 1 FIRST WASHINGTON FINANCIALCORP Consolidated Statements of Income (unaudited) Three Months Ended Six Months Ended June 30, June 30, 2001 2000 2001 2000 ---------- ---------- ---------- ---------- INTEREST INCOME Loans, including fees $3,548,499 $3,045,063 $6,895,875 $5,972,157 Investment and mortgage-backed securities 1,378,945 1,274,024 2,820,865 2,530,239 Federal funds sold 106,445 141,117 216,908 240,174 Deposits with banks 7,495 1,177 15,572 2,800 ---------- ---------- ---------- ---------- Total interest income 5,041,383 4,461,381 9,949,220 8,745,371 ---------- ---------- ---------- ---------- INTEREST EXPENSE Deposits 2,397,270 2,128,642 4,962,878 4,128,069 Borrowed funds 127,092 124,072 233,630 206,548 ---------- ---------- ---------- ---------- Total interest expense 2,524,362 2,252,714 5,196,508 4,334,617 ---------- ---------- ---------- ---------- Net interest income 2,517,022 2,208,668 4,752,712 4,410,754 PROVISION FOR LOAN LOSSES 85,000 60,000 150,000 105,000 ---------- ---------- ---------- ---------- Net interest income after provision for loan losses 2,432,022 2,148,668 4,602,712 4,305,754 NON-INTEREST INCOME Service fees on deposit accounts 287,101 220,388 572,904 443,067 Other service charges and fees 27,068 32,794 56,854 65,792 Net gains on sale of investment and mortgage-backed securities 0 0 20,178 0 Fee income on sales of mortgages 67,522 47,982 90,567 89,937 Other 23,957 29,604 48,570 68,641 ---------- ---------- ---------- ---------- Total non-interest income 405,648 330,768 789,072 667,438 ---------- ---------- ---------- ---------- NON-INTEREST EXPENSE Salaries 915,907 850,374 1,791,713 1,659,670 Employee benefits 194,219 170,727 387,695 349,043 Occupancy expense 238,110 209,993 465,267 450,061 Other 670,934 632,820 1,261,886 1,318,281 ---------- ---------- ---------- ---------- Total non-interest expense 2,019,171 1,863,913 3,906,561 3,777,055 ---------- ---------- ---------- ---------- Income before income tax expense 818,499 615,523 1,485,224 1,196,137 INCOME TAX EXPENSE 156,000 68,577 236,308 120,185 ---------- ---------- ---------- ---------- NET INCOME $ 662,499 $ 546,946 $1,248,916 $1,075,952 ========== ========== ========== ========== PER SHARE DATA NET INCOME - BASIC $ 0.26 $ 0.21 $ 0.49 $ 0.42 ========== ========== ========== ========== NET INCOME - DILUTED $ 0.25 $ 0.20 $ 0.47 $ 0.40 ========== ========== ========== ========== The accompanying notes are an integral part of these statements. 2 FIRST WASHINGTON FINANCIALCORP Changes in Stockholders' Equity For Six Months Ended June 30, 2001 (unaudited) Accumulated other Total Common Retained comprehensive Comprehensive Stockholder's Stock earnings income (loss) Income Equity ------------ ---------- ----------- ------------- ------------- Balance at December 31, 2000 $ 16,945,203 $1,322,348 $(136,641) $ 18,130,910 ------------ ---------- --------- ----------- ------------ Net Income 586,418 586,418 586,418 Other comprehensive income, net of reclassification adjustments/taxes 737,751 737,751 737,751 Total Comprehensive Income $ 1,324,169 ------------ ---------- --------- ----------- ------------ Balance at March 31, 2001 $ 16,945,203 $1,908,766 $ 601,110 $ 19,455,079 ============ ========== ========= =========== ------------ Net Income 662,499 662,499 662,499 Other comprehensive income, net of reclassification adjustments/taxes 65,207 65,207 65,207 Total Comprehensive Income $ 727,695 ------------ ---------- --------- ----------- ------------ Balance at June 30, 2001 $ 16,945,203 $2,571,265 $ 666,317 $ 20,182,785 ============ ========== ========= =========== ============ 3 FIRST WASHINGTON FINANCIALCORP Consolidated Statement of Cash Flows (unaudited) Six Months Ended June 30, ----------------------------------- 2001 2000 ----------- ----------- OPERATING ACTIVITIES Net Income $ 1,248,916 $ 1,075,952 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 279,288 271,010 Provisions for loan losses 150,000 105,000 Gains on sales of investment securities (20,178) - Amortization of premium on investment securities 34,487 44,213 Amortization of premium on mortgage-backed securities 55,803 70,172 Accretion of discount on investment securities (3,094) (3,527) Accretion of discount on mortgage-backed securities (84,706) (66,067) Increase in accrued interest receivable (47,886) (75,700) Increase (decrease) in other assets (815,373) 168,152 Increase (decrease) in accrued interest payable (79,900) 20,141 Increase (decrease) in other liabilities (10,638) 11,258 ----------- ----------- Net cash provided by operating activities 706,719 1,620,605 ----------- ----------- INVESTING ACTIVITIES Maturities (purchases) of interest bearing deposits with banks 94,000 93,000 Purchases of investment securities available-for-sale (400,803) (4,067,900) Purchases of investment securities held-to-maturity (10,504,451) (2,497,734) Purchases of mortgage-backed securities available-for-sale (7,296,109) (3,306,532) Proceeds from sales of investments securities available-for-sale and held-to-maturity 595,779 - Proceeds from sales of mortgage-backed securities available-for-sale - - Proceeds from maturities of investments securities available-for-sale 6,105,380 2,779,165 Proceeds from maturities of investments securities held-to-maturity 5,604,500 310,000 Repayment of principal on investment securities available-for-sale 1,838,914 76,576 Repayment of principal on mortgage-backed securities available-for-sale 5,966,804 4,238,521 Net increase in loans (20,318,357) (3,886,094) Purchase of premises and equipment (33,913) (1,103,025) ----------- ----------- Net cash used in investing activities (18,348,256) (7,364,023) ----------- ----------- FINANCING ACTIVITIES Issuance of common stock - - Payment for fractional shares - - Net increase in demand deposits and savings accounts 15,164,798 8,043,989 Net increase in certificate of deposits 1,158,001 5,468,623 Net increase (decrease) in borrowed funds 8,564,886 1,212,617 ----------- ----------- Net cash used in financing activities 24,887,686 14,725,228 ----------- ----------- Net (decrease) increase in cash and cash equivalents 7,246,149 8,981,810 Cash and cash equivalents, beginning of year 10,709,870 11,968,620 ----------- ----------- Cash and cash equivalents, end of year $17,956,019 $20,950,430 =========== =========== The accompanying notes are an integral part of these statements. 4 FIRST WASHINGTON FINANCIALCORP Notes to Consolidated Financial Statements Six months ended June 30, 2001 and 2000 (unaudited) NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES First Washington FinancialCorp (the Company) was formed to operate as a bank holding company. Concurrently with its formation in 1998, the Company issued one share of its common stock in exchange for one share of common stock of First Washington State Bank (the Bank). The formation of the holding company called for a conversion of par value from $5.00 to no par value. The Bank is a New Jersey-chartered commercial bank. The Bank provides banking services to individual and corporate customers through its eleven branches in Mercer, Ocean, and Monmouth Counties, New Jersey. 1. Basis of Financial Statement Presentation The financial statements as of June 30, 2001, and for the six months ended June 30, 2001 and 2000 are unaudited. In the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of financial position and results of operations have been included. The results of operations for the six months ended June 30, 2001 and 2000 are not necessarily indicative of the results that may be attained for an entire fiscal year. 2. Recent Accounting Pronouncements On June 29, 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations, and SFAS No. 142, Goodwill and Intangible Assets. These statements are expected to result in significant modifications in accounting for goodwill and other intangible assets. SFAS No. 141 requires that all business combinations initiated after June 30, 2001 must be accounted for under the purchase method of accounting. SFAS No. 141 was effective upon issuance. SFAS No. 142 modifies the accounting for all existing goodwill and intangible assets. SFAS No. 142 includes requirements to test goodwill and indefinite lived intangible assets for impairment rather than amortize them. In the event of impairment, the value of goodwill or intangible assets will be written down to its then fair value. SFAS No. 142 will be effective for fiscal years beginning after December 31, 2001 and early adoption is not permitted except for business combinations entered into after June 30, 2001. The Company is currently evaluating the provisions of SFAS No. 142, but its preliminary assessment is that these Statements will not have a material impact on the Company's financial position or results of operations. On July 6, 2001, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 102, Selected Loan Loss Allowance Methodology and Documentation Issues. SAB No. 102 provides guidance on the development, documentation, and application of a systematic methodology for determining the allowance for loans and leases in accordance with US GAAP. The adoption of SAB No. 102 is not expected to have a material impact on the Company's financial position or results of operation. 5 3. Comprehensive Income The Company follows SFAS No. 130, "Reporting Comprehensive Income." This standard established new standards for reporting comprehensive income, which includes net income as well as certain other items, which result in a change to equity during the period. The income tax effects allocated to comprehensive income (loss) is as follows for the following periods ended: June 30, 2001 June 30, 2000 --------------------------------------- ------------------------------------ Before tax Tax Net of tax Before tax Tax Net of tax amount Expense amount amount Expense amount ------------ -------------- ----------- ------------ ----------------------- (unaudited) (unaudited) Unrealized gain on securities Unrealized holding gains (losses) arising during period $1,255,575 $(439,451) $ 816,124 $ (217,368) $ 76,079 $(141,289) Less reclassification adjustment for gains realized in net income (20,178) 7,062 (13,116) - - - ---------- --------- --------- ---------- -------- --------- Other comprehensive income (loss), net $1,235,397 $(432,389) $ 802,958 $ (217,368) $ 76,079 $(141,289) ========== ========= ========= =========== ======== ========= NOTE B - EARNINGS PER SHARE The following table illustrates the required disclosure of the reconciliation of the numerators and denominators of the basic and diluted EPS computations: For the six months ended June 30, 2001 ------------------------------------------ Income Shares Per share (numerator) (denominator) amount ----------- ------------- --------- Basic EPS Income available to common stockholders $ 1,248,916 2,569,371 $ 0.49 Effect of dilutive securities Options - 102,483 (0.02) ----------- --------- ------ Diluted EPS Income available to common stockholders plus assumed conversions $ 1,248,916 2,671,854 $ 0.47 =========== ========= ====== For the six months ended June 30, 2000 --------------------------------------------- Income Shares Per share (numerator) (denominator) amount --------------- -------------- ----------- Basic EPS Income available to common stockholders $ 1,075,952 2,566,965 $ 0.42 Effect of dilutive securities Options - 97,193 (0.02) ----------- --------- ------ Diluted EPS Income available to common stockholders plus assumed conversions $ 1,075,952 2,664,158 $ 0.40 =========== ========= ====== 6 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Six Months ended June 30, 2001 and June 30, 2000. OVERVIEW For the six months ended June 30, 2001, the Company recognized net income of $1.25 million or $0.49 per basic share, compared to $1.08 million or $0.42 for the same period the prior year. At June 30, 2001, our total assets were $301.1 million, an increase of $26.8 million over total assets at year-end 2000. The Company's net loans totaled $173.3 million at June 30, 2001, an increase of $20.4 million over net loans at December 31, 2000. Total deposits for the company at June 30, 2001 were $263.0 million, an increase of $16.3 over total deposits at December 31, 2000. RESULTS OF OPERATIONS Interest Income. Total interest income increased $1.20 million, or 13.8%, to $9.95 million for the six months ended June 30, 2001 from $8.75 million for the same period in 2000. This increase in interest income reflects an increase in our average balance of earning assets of $35.8 million, offset by a decrease in rates earned of sixteen (16) basis points. A substantial portion of the increase in earning assets was due to an increase of $23.3 million in net loans, with a ten (10) basis point decrease in yield on the loan portfolio. This decrease in rates is a reflection of the decline in market rates over the past year. Interest Expense. The Company's interest expense for the first six months of 2001 increased $862 thousand to $5.2 million from $4.3 million. The increase in interest expense reflects an increase in our average balance of interest-bearing liabilities of $32.6 million, coupled with an eleven (11) basis point increase in overall rates. The increases in dollar volume and interest rate were primarily in the time deposit portfolio of interest-bearing liabilities. The increase in average time deposits was $18.7 million to $145.2 million at June 30, 2001 from $126.5 million for the same period in 2000. This was further impacted by a twenty-four (24) basis point increase in rates paid on those certificates. The increase in rates paid is a reflection of increased competition for deposits, as well as the residual effect of higher term deposit rates in the last quarter of 2000. 7 Net-Interest Income. Net interest income for the six months ended June 30, 2001 was $4.75 million, an increase of $342 thousand, from $4.41 million for the same period the prior year. The net interest margin for the quarter ended June 30, 2001 was 3.93%, compared to 4.23% for the quarter ended June 30, 2000. The following table presents, on a tax equivalent basis, a summary of the Company's interest-earning assets and their average yields, and interest-bearing liabilities and their average costs and stockholders' equity for the six months ended June 30, 2001 and 2000. The average balance of loans includes non-accrual loans, and associated yields include loan fees, which are considered an adjustment to yields. Comparative Average Balance Sheet Six Months Ended (unaudited) June 30, June 30, -------------------------------------- ------------------------------------------ 2001 2000 -------------------------------------- ------------------------------------------ Average Average Interest Rates Interest Rates Average Income / Earned / Average Income / Earned / Balance Expense Paid Balance Expense Paid ------------- ------------ -------------- ------------ ------------ ------------ Assets: Interest earning assets: Deposits with other banks $ 459,901 $ 15,572 6.77% $ 92,489 $ 2,800 6.06% Loans 161,346,786 6,895,875 8.55% 138,078,490 5,972,157 8.65% Taxable Securities 65,312,119 2,057,770 6.30% 55,931,951 1,797,099 6.43% Tax Exempt Securities 34,508,760 1,322,541 7.66% 32,699,388 1,292,140 7.90% Fed Funds Sold 8,992,714 216,908 4.82% 8,003,368 240,174 6.00% ------------ ----------- ------- ------------ ----------- ------- Total Interest Earning Assets 270,620,280 10,508,666 7.77% 234,805,686 9,304,371 7.93% Non-Interest Earning Assets 18,444,107 15,852,563 Allowance for possible loan losses (1,837,443) (1,673,734) ------------ ------------ Total Assets $287,226,944 $248,984,515 ============ ============ Liabilities and Stockholder's Equity: Interest-bearing liabilities: NOW accounts $ 23,697,856 $ 246,927 2.08% $ 17,514,820 $ 163,431 1.87% Savings 31,766,972 396,479 2.50% 27,352,489 360,530 2.64% Money Market deposits 13,547,123 179,690 2.65% 12,770,045 153,035 2.40% Time deposits 145,153,362 4,139,783 5.70% 126,464,816 3,451,073 5.46% FHLB advances 3,649,171 105,605 5.79% 3,956,044 123,507 6.24% Other borrowed money 6,276,366 128,024 4.08% 3,438,481 83,040 4.83% ------------ ----------- ------- ------------ ----------- ------- Total Interest-Bearing Liabilities 224,090,850 5,196,508 4.64% 191,496,695 4,334,617 4.53% Non-Interest Bearing Liabilities: Demand deposits 42,342,155 40,567,290 Other liabilities 1,657,779 1,579,930 ------------ ------------ Total Non-Interest Bearing Liabilities 43,999,934 42,147,220 Stockholders' equity 19,136,160 15,340,600 ------------ ------------ Total Liabilities and Stockholders' Equity $287,226,945 $248,984,515 ============ ============ Net Interest Differential 3.13% 3.40% Net Yield on Interest-Earning Assets 3.93% 4.23% Net interest income $ 5,312,158 $ 4,969,754 =========== =========== 8 Provision for Loan Losses. The provision for possible loan losses for the six months ended June 30, 2001, was $150 thousand compared to the $105 thousand provision for the same period last year. The increase in the provision for loan losses over the six-month period reflects management's judgment concerning the risks inherent in the Company's existing loan portfolio and the size of the allowance necessary to absorb the risks, as well as in the average balance of the portfolio over both periods. Management reviews the adequacy of its allowance on an ongoing basis and will provide for additional provision in future periods, as management may deem necessary. Non-Interest Income. Total non-interest income increased $122 thousand to $789 thousand for the first six months of 2001, from $667 thousand for the first six months of 2000. The increase was primarily in service fee income. Non-Interest Expense. Total non-interest expense increased $130 thousand or 3.4% for the first six months of 2001, from the same period last year, primarily as a result of an increase in salaries and employee benefits of $132 thousand. Income Taxes. Our effective income tax rate for the second quarter of 2001 was 15.9% as compared to 13.1% for the year ended December 31, 2001. 9 FINANCIAL CONDITION June 30, 2001 as compared to December 31, 2000 Total assets increased to $301.1 million at June 30, 2001, a $26.8 million increase from total assets of $274.3 million at December 31, 2000. Increases through the first six months of 2001 compared to year-end 2000 included increases of a $20.5 million in net loans and $6.8 million in cash and cash equivalents. These increases in assets were funded by increases in total deposits of $16.3 million and $8.5 million in borrowed funds. Total loans at June 30, 2001 increased $20.5 million from year-end 2000 to $173.3 million. The components of the increase in total loans were an increase of $14.6 million in commercial real estate loans, a $2.7 million increase in commercial and industrial loans and a $2.5 million increase in residential real estate loans. The following schedule presents the components of loans for each period presented: June 30, 2001 December 31, 2000 -------------------------- --------------------------- Amount Pct Amount Pct ------------ --------- ------------ ---------- Commercial $ 27,780,459 15.9% $ 25,118,315 16.3% RE Coml Properties 91,055,515 52.0% 76,493,496 49.5% RE Resi Properties 15,176,985 8.7% 12,664,559 8.2% Consumer 2,578,910 1.5% 2,450,945 1.6% Installment 19,513,269 11.2% 19,966,714 12.9% Home Equity 18,860,734 10.8% 17,829,552 11.5% ------------ --------- ------------ --------- 174,965,872 100.0% 154,523,581 100.0% Deferred loan fees 202,616 202,033 Allowance for possible loan losses (1,839,722) (1,865,205) ------------ ------------ Loans, net $173,328,766 $152,860,409 ============ ============ Federal funds sold increased by $5 million to $7.4 million at June 30, 2001 from $2.4 million at December 31, 2000. The increase is due in part to a significant growth in deposits, coupled with less desirable longer-term investments. Total year to date average deposits increased $28.0 million to $256.5 million, or 11.1% through the second quarter of 2001 from the twelve-month average of $228.5 million at December 31, 2000. Average time deposits increased by $14.3 million, NOW deposits increased by $4.1 million, savings deposits increased by $3.3 million, demand deposits increased by $5.5 million and money market deposits increased by $0.8 million. These increases are a result of the addition of the two new branches in 2000, with the latest of those opening in the last quarter of 2000. The increase in certificates of deposits is a reflection of management's decision to fund loan growth with longer-term deposit products. Management continues to monitor the shift in deposits through its Asset/Liability Committee. The following schedule presents the components of deposits, for each period presented. June 30, 2001 December 31, 2000 ------------------------ ----------------------- Average Average Average Average Amount Yield Amount Yield ------------ --------- ------------ -------- NOW Deposits $ 23,697,856 2.08% $ 19,566,069 2.02% Savings Deposits 31,766,972 2.50% 28,520,095 2.86% Money Market Deposits 13,547,123 2.65% 12,763,849 2.48% Time Deposits 145,153,362 5.70% 130,886,034 5.78% Non-interest Bearing Deposits 42,342,155 - 36,775,326 - ------------ ------------ Total Deposits $256,507,468 $228,511,373 ============ ============ 10 ASSET QUALITY At June 30, 2001, non-performing assets increased $48 thousand to $314 thousand from $266 thousand at June 30, 2000. Management believes these loans are adequately reserved for and continues to monitor asset quality through its loan review process. The following table provides information regarding risk elements in the loan portfolio: June 30, December 31, 2001 2000 --------- ------------ Non-accrual loans (1) $ 313,536 $ 266,452 Non-accrual loans to total loans 0.18% 0.17% Non-performing loans to total assets 0.30% 0.10% Allowance for possible loan losses as a percentage of non-performing loans NM NM Allowance for possible loan losses to total loans 1.05% 1.21% (1) Excludes loans past due 90 days or more and still accruing interest of approximately $160 thousand at June 30, 2001 and $124 thousand at December 31, 2000. NM - Not meaningful ALLOWANCE FOR POSSIBLE LOAN LOSSES The allowance for possible loan losses is maintained at a level considered adequate to provide for potential loan losses. The level of the allowance is based on management's evaluation of potential losses in the portfolio, after consideration of risk characteristics of the loans and prevailing and anticipated economic conditions. The allowance is increased by provisions charged to expense and reduced by charge-offs, net of recoveries. Although management strives to maintain an allowance it deems adequate, future economic changes, deterioration of borrowers' credit worthiness, and the impact of examinations by regulatory agencies all could cause changes to the Company's allowance for possible loan losses. Our allowance for loan losses increased $116 thousand to $1.840 million at June 30, 2001 from $1.724 million at June 30 2000. The allowance for possible loan losses as a percentage of total loans was 1.05% at June 30, 2001 compared to 1.12% at June 30, 2000. The following is a summary of the reconciliation of the allowance for loan losses for the six months ended June 30, 2001 and June 30, 2000. Six months ended ---------------------------------- June 30, 2001 June 30, 2000 ------------- ------------- Balance at beginning of period $ 1,865,205 $ 1,636,991 Provision for loan losses 150,000 105,000 Charge-offs 197,901 17,708 Recoveries 22,417 - ----------- ----------- Ending Balance $ 1,839,722 $ 1,724,283 =========== =========== Ratio of net charge-offs to average loans outstanding 1.14% 1.25% Balance of allowances as a % of total loans at period end 1.05% 1.12% 11 LIQUIDITY MANAGEMENT Our liquidity is a measure of our ability to fund loans, withdrawals or maturities of deposits, and other cash outflows in a cost effective manner. Our principal sources of funds are deposits, scheduled amortization and repayments of loan principal, sales and maturities of investment securities and funds provided by operations. While scheduled loan payments and maturing investments are relatively predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition. Through our investment portfolio we generally have sought to obtain a safe yet slightly higher yield than would have been available to us as a net seller of overnight Federal Funds, while still maintaining liquidity. Through our investment portfolio we also attempt to manage our maturity gap by seeking maturities of investments, which coincide as closely as possible with maturities of deposits. Net cash provided by our operating activities was $.7 million for the six months ended June 30, 2001 compared to $1.6 million for the six months ended June 30, 2000, primarily due to an increase in other assets. Net cash used in investing activities was $18.3 million for the six months ended June 30, 2001 compared to $7.4 million for the six months ended June 30, 2000. Funding for loan growth increased to $20.3 million for the six months ended June 30, 2001 from $3.9 million for the same period in 2000, offset by a decrease in cash used for investing in securities of $2.0 million for the six month ended June 30, 2001 versus $2.4 million for the six months ended June 30, 2000. Net cash provided by our financing activities was $24.9 million for the six months ended June 30, 2001 compared to $14.7 million for the same period in 2000. CAPITAL RESOURCES Total stockholders' equity increased $2.1 million to $20.2 million at June 30, 2001 from $18.1 million at year-end 2000. The increase was due to an increase in net income of $1.25 million and an increase in the net unrealized gain on securities available for sale of $803 thousand. As of July 17, 2001, the Company began a stock offering in order to raise a minimum of $1.5 million to a maximum of $5.0 million. This offering is expected to end on October 15, 2001, but may be extended to December 31, 2001 at management's discretion. At June 30, 2001, the Company and Bank exceeded each of the regulatory capital requirements applicable to it. The tables below present the capital ratios at June 30, 2001 for the Company and Bank as well as the minimum regulatory requirements. For capital adequacy Company Actual purposes To be well capitalized -------------------- ------------------- ---------------------- Amount Ratio Amount Ratio Amount Ratio ------ ----- ------ ----- ------ ----- Total Capital (to risk weighted assets) $ 22,022,507 10.89% $ 16,177,309 8.00% $ 20,221,636 10.00% Tier 1 capital (to risk weighted assets) 20,182,785 9.98% 8,088,654 4.00% 12,132,981 6.00% Tier 1 capital (to average assets) $ 20,182,785 7.03% $ 11,489,078 4.00% $ 14,361,347 5.00% For capital adequacy Bank Actual purposes To be well capitalized -------------------- ------------------- ---------------------- Amount Ratio Amount Ratio Amount Ratio ------ ----- ------ ----- ------ ----- Total Capital (to risk weighted assets) $ 21,356,179 10.58% $ 16,151,812 8.00% $ 20,189,765 10.00% Tier 1 capital (to risk weighted assets) 19,516,457 9.67% 8,075,906 4.00% 12,113,859 6.00% Tier 1 capital (to average assets) $ 19,516,457 6.80% $ 11,473,283 4.00% $ 14,341,604 5.00% 12 Part II Other Information Item 1. Legal Proceedings The Company and the Bank are periodically involved in various legal proceedings as a normal incident to their businesses. In the opinion of management, no material loss is expected from any such pending lawsuit. Item 2. Changes in Securities Not applicable Item 3. Defaults Upon Served Securities Not applicable Item 4. Submission of Matters to a Vote of Security Holders The annual meeting of shareholders of First Washington FinancialCorp was held on April 25, 2001. The following is a description of the matters voted on at the meeting: Proposal 1 Election of Directors Harry Horowitz, James R. Johnson, Jr. and Jerry Kokes were nominated for election to the Board of Directors for a three year term. SHARES FOR WITHHELD Harry Horowitz 2,311,150 6,312 James R. Johnson, Jr. 2,312,410 5,052 Jerry Kokes 2,312,410 2,052 Item 5. Other Information The Company commenced an offering of its common stock on July 17, 2001 in order to raise a minimum amount of $1.5 million to a maximum $5.0 million. The stock offering terminates on October 15, 2001, but may be extended at management's discretion until December 31, 2001. Item 6. Exhibits and Report on form 8-K (a). Exhibits None (b). Reports on Form 8-K None 13 SIGNATURE 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. FIRST WASHINGTON FINANCIALCORP Date: August 14, 2001 By:/s/ C. Herbert Schneider ----------------------------- C. HERBERT SCHNEIDER President & CEO By:/s/ Lewis H. Foulke ----------------------------- LEWIS H. FOULKE Vice President, Finance/MIS (Principal Financial Officer) 14