WASHINGTON BANCORP
10QSB, 2000-02-15
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                   FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
(Mark One)
[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES  EXCHANGE  ACT  OF 1934

       For the quarterly period ended December 31, 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 581,034 shares outstanding as of February 10, 2000

Transitional Small Business Disclosure Format (check one): Yes[ ] No[X]


<PAGE>




                                      INDEX

Part I.  Financial Information
Item 1.  Consolidated Financial Statements

         Consolidated Balance Sheets at December 31, 1999 (unaudited)
         and June 30, 1999

         Unaudited Consolidated  Statements of Income for the three months ended
         December  31, 1999 and 1998 and for the six months  ended  December 31,
         1999 and 1998

         Unaudited Consolidated Statements of Comprehensive Income for the three
         months  ended  December  31, 1999 and 1998 and for the six months ended
         December 31, 1999 and 1998

         Unaudited Consolidated Statements of Cash Flows for the six
         months ended December 31, 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


<PAGE>


Item 1.  Financial Information


WASHINGTON BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
                                                           December 31,
                                                              1999            June 30,
                                                           (unaudited)         1999
                                                          ------------------------------
<S>                                                       <C>              <C>
ASSETS
Cash and cash equivalents
  Interest-bearing ....................................   $     876,257    $     901,346
  Noninterest-bearing .................................       2,174,167        1,656,084
Investment securities:
  Held to maturity ....................................         919,457          760,520
  Available for sale ..................................      21,388,096       20,695,366
Fed funds, sold .......................................       1,715,000        1,340,000
Loans receivable, net of allowance for loan losses
  of $496,377 in  December 1999 and $472,187 in
  June 1999 ...........................................      77,590,218       72,779,177
Accrued interest receivable ...........................       1,318,202        1,190,600
Federal Home Loan Bank Stock ..........................       1,170,000          860,000
Foreclosed real estate ................................         214,435          235,914
Premises and equipment, net ...........................         851,485          874,551
Goodwill, net .........................................       1,233,245        1,280,526
Other assets ..........................................         664,511          409,996
                                                          ------------------------------
             Total assets .............................   $ 110,115,073    $ 102,984,080
                                                          ==============================

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits
  Noninterest-bearing .................................   $   3,789,944    $   2,596,143
  Interest -bearing ...................................      71,196,496       73,093,323
                                                          ------------------------------
             Total deposits ...........................      74,986,440       75,689,466
Borrowed funds ........................................      23,176,720       15,706,290
Advances from borrowers for taxes and insurance .......         204,615          223,033
Accrued expenses and other liabilities ................         620,889          464,638
                                                          ------------------------------
             Total liabilities ........................      98,988,665       92,083,427
                                                          ------------------------------
Redeemable common stock held by ESOP ..................         230,129          189,972
                                                          ------------------------------
Stockholders' Equity
Common Stock
  Common Stock ........................................           6,511            6,511
  Additional Paid-in Capital ..........................       6,163,870        6,150,310
Retained Earnings .....................................       6,818,943        6,384,863
Unrealized loss on securities .........................        (451,278)        (235,778)
Treasury shares .......................................      (1,020,841)        (946,435)
Deferred Compensation .................................         (33,617)         (79,098)
Maximum cash obligation ESOP ..........................        (230,129)        (189,972)
Unearned ESOP shares ..................................        (357,180)        (379,720)
                                                          ------------------------------
             Total stockholder's equity ...............      10,896,278       10,710,681
                                                          ------------------------------
             Total liabilities and stockholder's equity   $ 110,115,073    $ 102,984,080
                                                          ==============================
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>

WASHINGTON BANCORP AND SUBISIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
                                           Three Months Ended        Six Months Ended
                                               December 31,             December 31,
                                         -----------------------   -----------------------
                                            1999          1998        1999        1998
                                         -----------------------   -----------------------
<S>                                      <C>          <C>          <C>          <C>
Interest income:
  Loans receivable:
    First mortgage loans .............   $1,069,910   $  992,927   $2,093,701   $2,010,178
    Consumer and other loans .........      578,617      497,253    1,140,791      976,412
  Investment securities:
    Taxable ..........................      373,611      377,876      709,830      686,366
    Non-taxable ......................       15,880       21,803       31,068       41,447
                                         -------------------------------------------------
           Total interest income .....    2,038,018    1,889,859    3,975,390    3,714,403
                                         -------------------------------------------------

Interest expense:
  Deposits ...........................      839,824      905,353    1,684,540    1,706,485
  Borrowed funds .....................      302,407      226,578      543,805      455,354
                                         -------------------------------------------------
           Total interest expense ....    1,142,231    1,131,931    2,228,345    2,161,839
                                         -------------------------------------------------
           Net interest income .......      895,787      757,928    1,747,045    1,552,564
Provision for loan losses ............       18,000       34,000       39,500       56,000
                                         -------------------------------------------------
           Net interest income after
             provision for loan losses      877,787      723,928    1,707,545    1,496,564
                                         -------------------------------------------------
Noninterest income:
  Securities gains, net ..............            0       11,354            0       11,354
  Loan origination and commitment fees        2,166        2,763        4,016        3,363
  Service charges and fees ...........       96,939       59,502      184,918      145,024
  Insurance commissions ..............       22,457       14,293       37,089       21,772
  Other ..............................       19,970        9,239       18,580       10,224
                                         -------------------------------------------------
           Total noninterest income ..      141,532       97,151      244,603      191,737
                                         -------------------------------------------------
Noninterest expense:
  Compensation and benefits ..........      254,021      289,628      584,246      580,119
  Occupancy and equipment ............       51,905       60,089      112,160      113,553
  SAIF/BIF deposit insurance premium .       16,323       14,985       30,506       29,181
  Data processing ....................       20,228       19,680       48,294       42,816
  Goodwill ...........................       23,640       23,640       47,281       47,281
  Other ..............................      180,751      158,253      301,285      285,323
                                         -------------------------------------------------
           Total noninterest expense .      546,868      566,275    1,123,772    1,098,273
                                         -------------------------------------------------
           Income before income taxes.      472,451      254,804      828,376      590,028
Income tax expense ...................      193,940       82,379      327,100      222,440
                                         -------------------------------------------------
           Net income ................   $  278,511   $  172,425   $  501,276   $  367,588
                                         =================================================
Earnings per common share:
  Basic ..............................   $     0.50   $     0.31   $     0.89   $     0.65
                                         =================================================
  Diluted ............................   $     0.49   $     0.30   $     0.88   $     0.63
                                         =================================================
Tangible earnings per common share ...   $     0.53   $     0.34   $     0.96   $     0.71
                                         =================================================
Dividends per common share ...........   $     0.00   $     0.12   $     0.12   $     0.24
                                         =================================================

Weighted average common shares for:
  Basic earnings per share ...........      560,326      557,258      561,068      565,595
                                         =================================================
  Diluted earnings per share .........      568,062      573,081      570,493      582,112
                                         =================================================
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>

Washington Bancorp and Subsidiaries
Unaudited Consolidated Statements of Comprehensive Income
<TABLE>



                                          Three Months Ended        Six Months Ended
                                              December 31,             December 31,
                                        ----------------------    ----------------------
                                          1999         1998         1999          1998
                                        ----------------------    ----------------------
<S>                                     <C>          <C>          <C>          <C>
Net income ..........................   $ 278,511    $ 172,425    $ 501,276    $ 367,588
Gross unrealized gains (losses) on
     securities available for sale ..    (192,180)     (75,181)    (344,899)      40,772
Less reclassification adjustments for
     gains included in net income ...           0      (10,922)           0      (10,922)
Income tax expense related to items
     of other comprehensive income ..      72,193       32,039      129,399      (11,443)
                                        ------------------------------------------------
Comprehensive income ................   $ 158,524    $ 118,361    $ 285,776    $ 385,995
                                        ================================================
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>

WASHINGTON BANCORP AND SUBISIDIARIES

UNAUDITED  CONSOLIDATED  STATEMENTS OF CASH FLOWS
Six Months Ended  December 31, 1999 and 1998
<TABLE>
                                                                     1999             1998
                                                                ------------------------------
<S>                                                             <C>              <C>
Cash Flows from Operating Activities:
  Net Income ................................................   $     501,276    $     367,588
  Adjustments to reconcile net income to
    net cash provided by operating activities:
    Amortization of premiums and discounts on debt securities          13,435          (47,490)
    Amortization of goodwill ................................          47,281           47,281
    Provision for loan losses ...............................          39,500           56,000
    (Gain) on sale of investments ...........................               0          (10,922)
    (Gain) on sale of foreclosed real estate ................          (7,606)          (9,562)
     Depreciaton ............................................          44,808           35,806
     Compensation under stock awards ........................          16,312           31,813
     ESOP contribution expense ..............................          31,738           37,342
     (Increase) in accrued interest receivable ..............        (127,602)        (143,266)
     Decrease in other assets ...............................          16,253           14,091
     Increase (decrease) in accrued expenses and other
       liabilities ..........................................          14,884         (117,595)
                                                                ------------------------------
                Net cash provided by operating activities ...         590,279          261,086
                                                                ------------------------------

Cash Flows from Investing Activities:
  Held to maturity securities:
    Purchases ...............................................        (160,000)               0
  Available for sale securities:
    Sales ...................................................               0        1,000,000
    Maturities and calls ....................................         850,000       10,450,432
    Purchases ...............................................      (1,900,000)     (14,910,000)
  Federal funds sold, net ...................................        (375,000)      (2,150,765)
  Purchase of Federal Home Loan Bank stock ..................        (310,000)         (47,600)
  Loans made to customers, net ..............................      (4,821,456)      (2,689,555)
  Sale of premises and equipment ............................          16,410                0
  Purchase of premises and equipment ........................         (38,153)        (102,117)
                                                                ------------------------------
                Net cash (used in) investing activities .....      (6,738,199)      (8,449,605)
                                                                ------------------------------

Cash Flows from Financing Activities:
  Net increase in deposits ..................................        (703,026)       9,189,654
  Proceeds from Federal Home Loan Bank advances .............     108,950,000        6,250,000
  Principal payments on Federal Home Loan Bank advances .....    (101,479,570)      (6,891,997)
  Net increase (decrease) in advances from borrowers
    for taxes and insurance .................................         (18,418)         (31,792)
  Acquisition of common stock ...............................         (40,875)        (684,125)
  Dividends paid ............................................         (67,197)        (137,306)
                                                                ------------------------------
                Net cash provided by financing activities ...       6,640,914        7,694,434
                                                                ------------------------------
                Net increase(decrease) in cash and cash
                  equivalents ...............................         492,994         (494,085)

Cash and Cash Equivalents:
  Beginning .................................................       2,557,430        3,306,374
                                                                ------------------------------
  Ending ....................................................   $   3,050,424    $   2,812,289
                                                                ==============================

Supplemental Disclosures of Cash Flow Information:
  Cash payments for:
    Interest paid to depositors .............................   $   1,287,597    $   1,695,481
    Interest paid on other obligations ......................         534,131          455,354
    Income taxes, net of refunds ............................         286,800          301,100

Supplemental Schedule of Noncash Investing
  and Financing Activities:
  Transfers from loans to foreclosed real estate ............   $      59,415    $     163,967
  Contract sales of foreclosed real estate ..................          75,250          129,733
</TABLE>
<PAGE>

Washington Bancorp and Subsidiary
Notes to Consolidated Financial Statements




Principles of consolidation.  The accompanying consolidated financial statements
include the accounts of  Washington  Bancorp,  Washington  Federal  Savings Bank
("Washington  Federal"),  WFSB's wholly-owned  subsidiary,  Washington Financial
Services,  Inc.,  which is a discount  brokerage firm, and Rubio Savings Bank of
Brighton, Iowa ("Rubio Savings Bank"). 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 December
31, 1999 and for the six month period ended  December 31, 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 Savings
Bank 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 years  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. In November 1999, 1,754 shares were forfeited.

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.
<PAGE>


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  December  31, 1999 the capital  requirements  of  Washington
Federal  under  FIRREA and its actual  capital  ratios.  As of December 31, 1999
Washington  Federal  exceeded  all  current   regulatory   capital   requirement
standards.

                                                      At December 31, 1999
                                                     -----------------------
                                                     Amount          Percent
                                                     -----------------------
                                                     (Dollars in thousands)
                                                           (unaudited)
Tangible Capital:
  Capital Level ...............................      $7,089            8.26%
  Requirement .................................       1,287            1.50%
                                                     -----------------------
  Excess ......................................      $5,802            6.76%
                                                     =======================

Core Capital:
  Capital Level ...............................      $7,089            8.26%
  Requirement .................................       3,432            4.00%
                                                     -----------------------
  Excess ......................................      $3,657            4.26%
                                                     =======================

Risk-Based Capital:
  Capital Level ...............................      $7,447           12.45%
  Requirement .................................       4,785            8.00%
                                                     -----------------------
  Excess ......................................      $2,662            4.45%
                                                     =======================

The following table summarizes the capital requirements of Rubio Savings Bank of
Brighton. As of December 31, 1999 Rubio Savings Bank substantially  exceeded all
current regulatory capital requirement standards.


                                                      At December 31, 1999
                                                     -----------------------
                                                     Amount          Percent
                                                     -----------------------
                                                     (Dollars in thousands)
                                                           (unaudited)
Tier 1 or Leverage Capital:
  Capital Level ................................      $2,792          11.85%
  Requirement ..................................         707           3.00%
                                                      ----------------------
  Excess .......................................      $2,085           8.85%
                                                      ======================

Tier 1 Risk-based Capital:
  Capital Level ................................       $2,792          20.39%
  Requirement ..................................          548           4.00%
                                                       ----------------------
  Excess .......................................       $2,244          16.39%
                                                       ======================

Risk-Based Capital:
  Capital Level ................................       $2,910          21.25%
  Requirement ..................................        1,096           8.00%
                                                       ----------------------
  Excess .......................................       $1,814          13.25%
                                                       ======================

<PAGE>


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 Washington  Bancorp
with the  Securities  and Exchange  Commission,  in Washington  Bancorp'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.  Washington Bancorp 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 Washington Bancorp's financial performance
and could cause Washington Bancorp's actual results for future periods to differ
materially from those anticipated or projected.

         Washington Bancorp 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.

General

         Washington  Bancorp  is an Iowa  corporation  which  was  organized  in
October 1995 by  Washington  Federal  Savings Bank for the purpose of becoming a
savings and loan holding company.  Washington  Federal is a federally  chartered
savings bank headquartered in Washington,  Iowa.  Originally  chartered in 1934,
Washington Federal converted to a federal savings bank in 1994. Its deposits are
insured up to the applicable limits by the FDIC.

         In March  1996,  Washington  Federal  converted  to the  stock  form of
organization  through the sale and  issuance of its common  stock to  Washington
Bancorp. On June 24, 1997, Washington Bancorp entered into a merger agreement to
acquire  Rubio Savings Bank of Brighton,  Iowa.  Rubio Savings Bank is held as a
separate subsidiary of Washington  Bancorp. In January 1998,  Washington Bancorp
became a bank holding  company upon the  completion of its  acquisition of Rubio
Savings Bank. 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  Washington  Bancorp  are
Washington  Federal and Rubio Savings Bank.  Washington Bancorp presently has no
separate  operations and its business consists  primarily of the business of the
Banks. All references to Washington  Bancorp,  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 into  Richland,  Iowa,  a
small rural  community of 500, which  currently has a branch of a large regional
bank. The branch application approval has been extended by the OTS until October
1, 2000. Washington Federal plans to open the branch office before that date.

         Rubio  Savings Bank 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 Savings Bank also makes commercial real
estate loans, automobile loans and consumer loans.

         The executive office of the Company is located at 102 East Main Street,
Washington, Iowa 52353, telephone (319)653-7256.
<PAGE>


Financial Condition

Total  assets.  Total  consolidated  assets  increased  $7.1 million from $103.0
million at June 30, 1999 to $110.1  million at December 31,  1999.  The increase
was primarily  due to a $4.8 million  increase in loans  receivable,  a $852,000
increase  in  investment  securities,  a  $493,000  increase  in cash  and  cash
equivalents,  a $375,000  increase in federal funds sold, a $310,000 increase in
Federal  Home Loan Bank  stock,  a  $255,000  increase  in other  assets,  and a
$128,000 increase in accrued interest  receivable  partially offset by a $47,000
decrease in goodwill,  net, a $23,000  decrease in premises and  equipment and a
$21,000 decrease in foreclosed real estate. The increase was primarily funded by
a $7.5  million  increase  in  borrowed  funds  partially  offset by a  $703,000
decrease in deposits.

Loans  receivable.  Loans  receivable,  net,  increased  $4.8 million from $72.8
million at June 30, 1999 to $77.6 million at December 31, 1999. This increase is
primarily  due to increased  loan demand in  Washington  Bancorp's  market area.
Washington  Bancorp's  non-performing  assets  were  $420,000  or 0.38% of total
assets at December  31, 1999 as compared to $326,000 or 0.32% of total assets at
June 30, 1999.

Investment  securities.   Investment  securities   available-for-sale  increased
$693,000  from $20.7  million at June 30, 1999 to $21.4  million at December 31,
1999. Securities classified as held to maturity increased $158,000 from $761,000
at  June  30,  1999  to  $919,000  at  December  31,  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
December 31, 1999 than their  carrying  value due to an increase 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 $128,000 from
$1.2 million at June 30, 1999 to $1.3 million at December 31, 1999. The increase
is primarily due to the increase in loans  receivable  with annual  payments and
the level of accrued interest on available-for-sale  securities with semi-annual
interest payments.

Deposits.  Deposits  decreased  $703,000  from $75.7 million at June 30, 1999 to
$75.0  million at December  31,  1999.  This  decrease is  primarily  due to the
competitive  pricing of  certificate  of deposit  products and other  investment
products  available  in our  market  area.   Transaction  and  savings  deposits
increased as a percentage of total  deposits from $25.7 million or 34.0% at June
30, 1999 to $26.1 million or 34.8% at December 31, 1999. Certificates of deposit
decreased as a percentage of total  deposits from $50.0 million or 66.0% at June
30, 1999 to $48.9 million or 65.2% at December 31, 1999.

FHLB Borrowings.  The total principal  balance of advances from the Federal Home
Loan Bank of Des Moines (FHLB) increased $7.5 million from $15.7 million at June
30, 1999 to $23.2 million at December 31, 1999. The increase is primarily due to
the  increased  need to borrow  to fund  loan  growth  activity  and  investment
activity.  Washington  Federal has utilized the FHLB advances for this growth in
an effort 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  $18,000 from $223,000 at June
30,  1999 to  $205,000 at  December  31,  1999  primarily  due to the payment of
semi-annual credit life and disability  insurance premiums and the annual escrow
analysis  performed each December.  Escrow overages in excess of $50.00 are sent
directly to the customer.  Escrow  shortages are spread out over a  twelve-month
period and added to the regular monthly escrow payment.

Total stockholders'  equity.  Total stockholders' equity increased $186,000 from
$10.7  million at June 30,  1999 to $10.9  million at  December  31,  1999.  The
increase is primarily due to net income of $501,000, the allocation of shares in
the ESOP of $32,000,  and the  amortization of deferred  compensation  under the
Recognition  and  Retention  Plan  of  $16,000,  partially  offset  by  the  net
unrealized loss in available-  for- sale securities of $216,000,  dividends paid
of $67,000,  the  purchase of 3,000  shares of the  Company's  common stock at a
total cost of $41,000,  and the change in  redeemable  common  stock held by the
ESOP of $40,000,
<PAGE>


Results of Operations - Three Months Ended  December 31, 1999 As Compared To The
Three Months Ended December 31, 1998

Performance  summary.  Net earnings increased $106,000 to $278,000 for the three
months ended December 31, 1999 from $172,000 for the three months ended December
31, 1998.  The increase is  primarily  due to an increase in interest  income of
$148,000,   an  increase  in  noninterest  income  of  $44,000,  a  decrease  in
noninterest  expense of $19,000,  and a decrease in provision for loan losses of
$16,000  which was  partially  offset by an  increase  in  interest  expense  of
$10,000,  and increase in income tax expense of  $111,000.  For the three months
ended December 31, 1999,  the  annualized  return on average assets was 1.02% as
compared to 0.68% for the three months ended  December 31, 1998.  The annualized
return on average  equity was 10.28% for the three  months  ended  December  31,
1999, as compared to 6.53% for the three months ended December 31, 1998.

Net interest income.  Net interest income increased $138,000 to $896,000 for the
three  months ended  December 31, 1999 from  $758,000 for the three months ended
December 31, 1998.  The increase is primarily due to the increase of $148,000 in
interest  income to $2.0 million for the three  months  ended  December 31, 1999
from $1.9  million for the three  months  ended  December  31,  1998,  which was
partially offset by an increase in interest expense of $10,000.

For the three months ended  December  31,  1999,  the average  yield on interest
earning  assets was 7.85%  compared to 7.82% for the three months ended December
31, 1998.  The average cost of  interest-bearing  liabilities  was 4.84% for the
three  months  ended  December  31, 1999  compared to 5.18% for the three months
ended  December  31,  1998.  The  average  balance of  interest  earning  assets
increased $6.3 million to $103.0 million for the three months ended December 31,
1999 from $96.7  million for the three  months ended  December 31, 1998.  During
this same period, the average balance of interest-bearing  liabilities increased
$6.2 million to $93.7 million for the three months ended  December 31, 1999 from
$87.5 million for the three months ended December 31, 1998.

Due to the increase in yield on the interest-earning  assets and the decrease in
rates paid on the interest-bearing liabilities, the average interest rate spread
was 3.01% for the three months ended December 31, 1999 compared to 2.64% for the
three months ended December 31, 1998. The average net interest  margin was 3.45%
for the three  months ended  December  31, 1999  compared to 3.14% for the three
months ended December 31, 1998.

Provision for loan loss.  Provision for loan loss decreased for the three months
ended  December 31, 1999  compared to the three months ended  December 31, 1998.
Washington  Bancorp'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 $496,000 or .64% of loans  receivable,
net at December 31, 1999 compared to $440,000 or .64% of loans  receivable,  net
at  December  31,  1998.  The  allowance  for  loan  loss  as  a  percentage  of
non-performing assets was 118.07% at December 31, 1999, as compared to 94.99% at
December 31, 1998.

Noninterest  income.  Noninterest  income increased  $44,000 to $141,000 for the
three  months  ended  December  31, 1999 from $97,000 for the three months ended
December 31, 1998.  The increase is primarily due to an increase in bank service
charges and fees of $37,000, an increase in other fee income of $11,000,  and an
increase in  insurance  commissions  of $8,000 which was  partially  offset by a
decrease in security  gains,  net of $11,000 and a decrease in loan  origination
and commitment fees of $1,000.

Bank service charges and fees increased  $37,000 to $97,000 for the three months
ended  December 31, 1999 from  $60,000 for the three  months ended  December 31,
1998  primarily  due to an increase  in  overdraft  fee income and to  continued
efforts in restructuring  fee schedules.  Other fee income increased  $11,000 to
$20,000 for the three months  ended  December 31, 1999 from $9,000 for the three
months ended  December 31, 1998 primarily due to an increase in the gain on real
estate  property  sold and an increase in the  penalty for early  withdrawal  on
certificates of deposit.  Insurance  commissions increased $8,000 to $22,000 for
the three months ended December 31, 1999 from $14,000 for the three months ended
December 31, 1998 primarily due to fluctuations in the volume of sales of credit
life and disability products.

Noninterest  expense.  Noninterest expense decreased $19,000 to $547,000 for the
three  months ended  December 31, 1999 from  $566,000 for the three months ended
December  31,  1998.  The  decrease is  primarily  due to a $36,000  decrease in
compensation  and  benefits,  and an $8,000  decrease in occupancy and equipment
expense which was partially  offset by a $22,000  increase in other  noninterest
expense,  a $1,000 increase in deposit insurance  premiums and a $1,000 increase
in data processing expense.
<PAGE>


The $36,000  decrease in  compensation  and  benefits to $254,000  for the three
months ended  December 31, 1999 from  $290,000 was primarily due to a short-term
reduction of fulltime-equivalent employees and an adjustment for the capitalized
cost of closing loans. The $8,000 decrease in occupancy and equipment to $52,000
for the three months  ended  December 31, 1999 from $60,000 for the three months
ended  December 31, 1998 was primarily due to the timing of payment on a primary
maintenance  contract at Rubio Savings Bank.  The increase in other  noninterest
expense was  primarily  due to an increase in  advertising  and postage  expense
associated  with the  promotion  of the  investment  brokerage  service  and the
increase in expenses incurred on bad debt.

Results of  Operations - Six Months  Ended  December 31, 1999 As Compared To The
Six Months Ended December 31, 1998

Performance  summary.  Net earnings  increased  $134,000 to $501,000 for the six
months ended  December 31, 1999 from $367,000 for the six months ended  December
31, 1998.  The increase is  primarily  due to an increase in interest  income of
$261,000,  an  increase  in  noninterest  income of  $53,000,  and a decrease in
provision for loan losses of $17,000  which was partially  offset by an increase
in interest  expense of  $66,000,  an increase in income tax expense of $105,000
and an increase in  noninterest  expense of  $26,000.  For the six months  ended
December 31, 1999, the annualized return on average assets was 0.94% as compared
to 0.75% for the six months ended December 31, 1998.  The  annualized  return on
average equity was 9.32% for the six months ended December 31, 1999, as compared
to 6.87% for the six months ended December 31, 1998.

Net interest income.  Net interest income increased $194,000 to $1.7 million for
the six months  ended  December  31,  1999 from $1.5  million for the six months
ended  December  31,  1998.  The  increase is  primarily  due to the increase of
$261,000 in interest  income to $4.0 million for the six months  ended  December
31, 1999 from $3.7 million for the six months ended December 31, 1998, which was
partially offset by an increase in interest expense of $67,000.

For the six months  ended  December  31,  1999,  the  average  yield on interest
earning assets was 7.92% compared to 7.92% for the six months ended December 31,
1998.  The average cost of  interest-bearing  liabilities  was 4.90% for the six
months  ended  December  31,  1999  compared  to 4.97% for the six months  ended
December 31, 1998. The average balance of interest earning assets increased $6.9
million to $100.6  million for the six months ended December 31, 1999 from $93.7
million for the six months ended December 31, 1998. During this same period, the
average balance of interest-bearing  liabilities increased $4.2 million to $91.3
million for the six months ended  December  31, 1999 from $87.1  million for the
six months ended December 31, 1998.

Due to the  decrease  in rates  paid on the  interest-bearing  liabilities,  the
average  interest  rate spread was 3.02% for the six months  ended  December 31,
1999 compared to 2.95% for the six months ended  December 31, 1998.  The average
net  interest  margin  was 3.48% for the six  months  ended  December  31,  1999
compared to 3.31% for the six months ended December 31, 1998.

Provision for loan loss.  Provision  for loan loss  decreased for the six months
ended  December  31, 1999  compared to the six months  ended  December 31, 1998.
Washington  Bancorp'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 $496,000 or .64% of loans  receivable,
net at December 31, 1999 compared to $440,000 or .64% of loans  receivable,  net
at  December  31,  1998.  The  allowance  for  loan  loss  as  a  percentage  of
non-performing assets was 118.07% at December 31, 1999, as compared to 94.99% at
December 31, 1998.

Noninterest income. Noninterest income increased $53,000 to $245,000 for the six
months ended  December 31, 1999 from $192,000 for the six months ended  December
31, 1998.  The increase is primarily due to an increase in bank service  charges
and fees of $40,000,  an  increase  in  insurance  commissions  of  $15,000,  an
increase in other fee income of $8,000,  and an increase in loan origination and
commitment  fees of $1,000 which was partially  offset by a decrease in security
gains, net of $11,000.

Bank service  charges and fees increased  $40,000 to $185,000 for the six months
ended December 31, 1999 from $145,000 for the six months ended December 31, 1998
primarily due to an increase in overdraft fee income and to continued efforts to
restructure fee schedules.  Insurance  commissions  increased $15,000 to $37,000
for the six months ended December 31, 1999 from $22,000 for the six months ended
December 31, 1998  primarily due to the  fluctuations  in the volume of sales of
credit  life and  disability  products,  Other fee  income  increased  $8,000 to
$18,000 for the six months  ended  December  31,  1999 from  $10,000 for the six
months  ended  December  31, 1998  primarily  due to an increase in the gain and
income  on real  estate  property  and an  increase  in the  penalty  for  early
withdrawal on certificates of deposit.
<PAGE>


Noninterest  expense.  Noninterest expense increased $26,000 to $1.1 million for
the six months  ended  December  31,  1999 from $1.1  million for the six months
ended December 31, 1998. The increase is primarily due to a $16,000  increase in
other  noninterest  expense,  a $5,000  increase  in data  processing,  a $4,000
increase  in  compensation  and  benefits,  and a  $1,000  increase  in  deposit
insurance  premiums which was partially offset by a $1,000 decrease in occupancy
and equipment expense.

Other noninterest expense increased $15,000 to $301,000 for the six months ended
December  31, 1999 from  $285,000  for the six months  ended  December  31, 1998
primarily due to an increase in advertising and postage expense  associated with
the promotion of the investment  brokerage  service and the increase in expenses
incurred on real estate owned.  Data processing  increased $5,000 to $48,000 for
the six months  ended  December  31, 1999 from  $43,000 for the six months ended
December 31, 1998 primarily due to a change in communication technology to frame
relay from satellite.  Compensation and benefits increase $4,000 to $584,000 for
the six months ended  December  31, 1999 from  $580,000 for the six months ended
December 31, 1998 primarily due to the expansion of Washington Federal's service
area through the opening of a branch in Wellman, Iowa which was partially offset
by a short-term reduction of fulltime-equivalent employees and an adjustment for
the capitalized cost of closing loans.

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 December 31, 1999, Washington Federal's liquidity ratio was 18.39%.

Liquidity management is both a daily and long-term responsibility of management.
The Banks  adjust their  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  December  31,  1999,  Washington  Federal  had
outstanding  commitments  to extend  credit  which  amounted to $3.2 million and
Rubio Savings Bank had  outstanding  commitments to extend credit which amounted
to $830,000.
<PAGE>



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
                December 31, 1999


<PAGE>





                                   Signatures

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                               Washington Bancorp
                                                    (Registrant)

Date     February 10, 2000                 /s/ Stan Carlson
                                           -------------------------------------
                                           Stan Carlson, President and Chief
                                             Executive Officer

Date     February 10, 2000                 /s/ Leisha A. Linge
                                           -------------------------------------
                                           Leisha A. Linge, Vice President and
                                             Treasurer




Washington Bancorp
Computation of Earnings per Common Share
Exhibit 11
<TABLE>
                                             For the three months ended December 31,       For the six months ended December 31,
                                             ----------------------------------------     ------------------------------------------
                                              1999       1998      1999        1998       1999       1998        1999         1998
                                              Basic      Basic    Diluted     Diluted     Basic      Basic       Diluted     Diluted
                                               EPS        EPS       EPS         EPS        EPS        EPS         EPS          EPS
                                             ----------------------------------------    -------------------------------------------
<S>                                          <C>        <C>        <C>        <C>        <C>         <C>        <C>         <C>
Computation of weighted average
  number of common shares
  outstanding:
Common shares outstanding
  at the beginning of the period .......     651,133    651,133    651,133    651,133    651,133     651,133    651,133     651,133
Unreleased common shares held by the
  Employee Stock Ownership
  Plan (ESOP) at the beginning
  of the period ........................     (36,845)   (41,270)   (36,845)   (41,270)   (37,972)    (42,313)   (37,972)    (42,313)
Weighted average common shares
  released by the ESOP during
  the period ...........................         564        522        564        522      1,127       1,044      1,127       1,044
Weighted average common shares
  outstanding - Stock Option Plan ......           0          0      7,736     15,823          0           0      9,425      16,517
Weighted average common shares
  into treasury ........................     (54,526)   (53,127)   (54,526)   (53,127)   (53,220)    (44,269)   (53,220)    (44,269)
                                            ----------------------------------------------------------------------------------------
Total average shares outstanding .......     560,326    557,258    568,062    573,081    561,068     565,595    570,493     582,112
                                            ========================================================================================

Net income .............................   $ 278,511  $ 172,425  $ 278,511  $ 172,425  $ 501,276   $ 367,588  $ 501,276   $ 367,588
                                           =========================================================================================

Net income per share ...................   $    0.50  $    0.31  $    0.49  $    0.30  $    0.89   $    0.65  $    0.88   $    0.63

</TABLE>


<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FORM THE DECEMBER
31, 1999 FORM 10-QSB OF WASHINGTON BANCORP AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JUN-30-2000
<PERIOD-END>                               DEC-31-1999
<CASH>                                           2,174
<INT-BEARING-DEPOSITS>                             876
<FED-FUNDS-SOLD>                                 1,715
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     21,388
<INVESTMENTS-CARRYING>                             919
<INVESTMENTS-MARKET>                               919
<LOANS>                                         77,590
<ALLOWANCE>                                        496
<TOTAL-ASSETS>                                 110,115
<DEPOSITS>                                      74,986
<SHORT-TERM>                                    17,677
<LIABILITIES-OTHER>                                825
<LONG-TERM>                                      5,500
                              230
                                          0
<COMMON>                                             7
<OTHER-SE>                                      10,889
<TOTAL-LIABILITIES-AND-EQUITY>                 110,115
<INTEREST-LOAN>                                  3,234
<INTEREST-INVEST>                                  741
<INTEREST-OTHER>                                     0
<INTEREST-TOTAL>                                 3,975
<INTEREST-DEPOSIT>                               1,685
<INTEREST-EXPENSE>                               2,228
<INTEREST-INCOME-NET>                            1,747
<LOAN-LOSSES>                                       40
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                  1,124
<INCOME-PRETAX>                                    828
<INCOME-PRE-EXTRAORDINARY>                         501
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       501
<EPS-BASIC>                                        .89
<EPS-DILUTED>                                      .88
<YIELD-ACTUAL>                                    3.48
<LOANS-NON>                                          0
<LOANS-PAST>                                       420
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                   472
<CHARGE-OFFS>                                       22
<RECOVERIES>                                         6
<ALLOWANCE-CLOSE>                                  496
<ALLOWANCE-DOMESTIC>                               496
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0


</TABLE>


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