WASHINGTON TRUST BANCORP INC
10-Q, 1997-05-15
STATE COMMERCIAL BANKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                    FORM 10-Q


(Mark One)
[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
       EXCHANGE ACT OF 1934
           For the quarterly period ended          MARCH 31, 1997
                                              --------------------------

                                       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                     0-13091
                                              -------------------------

                         WASHINGTON TRUST BANCORP, INC.
             (Exact name of registrant as specified in its charter)

          RHODE ISLAND                                     05-0404671
 ---------------------------------                 -------------------------
  (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization)                     Identification No.)

 23 BROAD STREET, WESTERLY, RHODE ISLAND                    02891
 ----------------------------------------               -------------
 (Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code      (401) 348-1200
                                                        ---------------



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. [ X ]Yes [   ]No




The number of shares of common stock of the registrant  outstanding as of May 2,
1997 was 4,380,766.







                                     Page 1


<PAGE>


WASHINGTON TRUST BANCORP, INC. AND SUBSIDIARY
Form 10-Q For The Quarter Ended March 31, 1997


                                    CONTENTS


                                                                    Page No.
PART I.  ITEM 1. Financial Information

Consolidated Balance Sheets
       March 31, 1997 and December 31, 1996                             3

Consolidated Statements of Income
       Three Months Ended March 31, 1997 and 1996                       4

Consolidated Statements of Changes in Shareholders' Equity
       Three Months Ended March 31, 1997 and 1996                       5

Consolidated Statements of Cash Flows
       Three Months Ended March 31, 1997 and 1996                       6

Condensed Notes to Consolidated Financial Statements                    8


PART I.  ITEM 2.

Management's Discussion and Analysis of Financial Condition
       and Results of Operations                                       10


PART II.  Other Information                                            16


Signatures                                                             16



<PAGE>

<TABLE>
CONSOLIDATED BALANCE SHEETS
Washington Trust Bancorp, Inc. and Subsidiary
<CAPTION>

                                                                                  March 31,       December 31,
(Dollars in thousands)                                                               1997             1996

- ---------------------------------------------------------------------------- ---------------- -----------------

ASSETS:
<S>                                                                                 <C>               <C>     
Cash and due from banks                                                              $16,072           $17,418
Federal funds sold                                                                     9,050             1,548
Mortgage loans held for sale                                                             521               744
Securities:
   Available for sale, at fair value                                                 252,090           198,317
   Held to maturity, at cost; fair value $27.5 million
     in 1997 and $28.1 million in 1996                                                27,574            27,926
- ---------------------------------------------------------------------------- ---------------- -----------------

     Total securities                                                                279,664           226,243

Federal Home Loan Bank stock, at cost                                                 16,255            11,683

Loans                                                                                425,194           418,993
Less allowance for loan losses                                                         8,585             8,495
- ---------------------------------------------------------------------------- ---------------- -----------------

   Net loans                                                                         416,609           410,498

Premises and equipment, net                                                           20,229            19,040
Accrued interest receivable                                                            5,136             4,160
Other real estate owned, net                                                           1,218             1,090
Other assets                                                                           4,459             2,522
- ---------------------------------------------------------------------------- ---------------- -----------------

     Total assets                                                                   $769,213          $694,946


- ---------------------------------------------------------------------------- ---------------- -----------------

LIABILITIES:

Deposits:
   Demand                                                                            $64,399           $65,014
   Savings                                                                           175,982           170,172
   Time                                                                              248,713           241,375
- ---------------------------------------------------------------------------- ---------------- -----------------

     Total deposits                                                                  489,094           476,561

Dividends payable                                                                        831               785
Short term borrowings                                                                 19,309            14,000
Federal Home Loan Bank advances                                                      193,068           138,493
Accrued expenses and other liabilities                                                 6,590             5,680
- ---------------------------------------------------------------------------- ---------------- -----------------

     Total liabilities                                                               708,892           635,519
- ---------------------------------------------------------------------------- ---------------- -----------------

SHAREHOLDERS' EQUITY:

 Common stock of $.0625 par value; authorized
   10,000,000 shares; issued 4,372,302 shares in 1997
   and 4,362,631 shares in 1996                                                          273               273
Paid-in capital                                                                        3,862             3,764
Retained earnings                                                                     52,206            50,886
Unrealized gain on securities available for sale, net of tax                           3,980             4,504
- ---------------------------------------------------------------------------- ---------------- -----------------

     Total shareholders' equity                                                       60,321            59,427
- ---------------------------------------------------------------------------- ---------------- -----------------

     Total liabilities and shareholders' equity                                     $769,213          $694,946
- ---------------------------------------------------------------------------- ---------------- -----------------
</TABLE>


<PAGE>


<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
Washington Trust Bancorp, Inc. and Subsidiary
<CAPTION>

Three months ended March 31,                                                      1997                 1996

- --------------------------------------------------------------------- -------------------- --------------------
(Dollars in thousands, except per share amounts)
<S>                                                                             <C>                  <C>      
Interest income:
   Interest and fees on loans                                                      $9,274               $8,837
   Income from securities:
     Interest                                                                       3,738                1,490
     Dividends                                                                        402                  367
   Federal funds sold and securities purchased
     under agreements to resell                                                        61                   85
- --------------------------------------------------------------------- -------------------- --------------------

   Total interest income                                                           13,475               10,779
- --------------------------------------------------------------------- -------------------- --------------------

Interest expense:
   Savings deposits                                                                   860                  968
   Time deposits                                                                    3,276                3,077
   Federal Home Loan Bank advances                                                  2,345                  335
   Other                                                                              300                    8
- --------------------------------------------------------------------- -------------------- --------------------

   Total interest expense                                                           6,781                4,388
- --------------------------------------------------------------------- -------------------- --------------------

Net interest income                                                                 6,694                6,391
Provision for loan losses                                                             300                  300
- --------------------------------------------------------------------- -------------------- --------------------

Net interest income after provision for loan losses                                 6,394                6,091
- --------------------------------------------------------------------- -------------------- --------------------

Noninterest income:
   Trust revenue                                                                    1,088                  876
   Service charges on deposit accounts                                                553                  493
   Merchant processing fees                                                           116                   94
   Net gains on sales of securities                                                   254                  198
   Net gains on loan sales                                                             72                   29
   Other income                                                                       249                  249
- --------------------------------------------------------------------- -------------------- --------------------

   Total noninterest income                                                         2,332                1,939
- --------------------------------------------------------------------- -------------------- --------------------

Noninterest expense:
   Salaries and employee benefits                                                   2,953                2,705
   Net occupancy                                                                      383                  328
   Equipment                                                                          464                  365
   Merchant processing costs                                                           86                   67
   Office supplies                                                                    156                  142
   Advertising and promotion                                                          122                   65
   Credit and collection                                                               50                   97
   Other                                                                            1,277                1,122
- --------------------------------------------------------------------- -------------------- --------------------

   Total noninterest expense                                                        5,491                4,891
- --------------------------------------------------------------------- -------------------- --------------------

Income before income taxes                                                          3,235                3,139
Income tax expense                                                                  1,084                1,130
- --------------------------------------------------------------------- -------------------- --------------------

   Net income                                                                      $2,151               $2,009
- --------------------------------------------------------------------- -------------------- --------------------

Weighted average shares outstanding - primary                                   4,542,453            4,397,183
Weighted average shares outstanding - fully diluted                             4,542,411            4,400,334
Earnings per share - primary                                                         $.47                 $.46
Earnings per share - fully diluted                                                   $.47                 $.46
Cash dividends declared per share                                                    $.19                 $.17
</TABLE>


<PAGE>


<TABLE>
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Washington Trust Bancorp, Inc. and Subsidiary
<CAPTION>



Three months ended March 31,                                                             1997               1996
- ------------------------------------------------------------------------------- ---------------- ----------------

(Dollars in thousands)
<S>                                                                                     <C>              <C>    
COMMON STOCK
Balance at beginning of year                                                               $273             $180
   Issuance of common stock for stock option plan and other purposes                         -                -
- ------------------------------------------------------------------------------- ---------------- ----------------

Balance at end of period                                                                    273              180
- ------------------------------------------------------------------------------- ---------------- ----------------

PAID-IN CAPITAL
Balance at beginning of year                                                              3,764            3,071
   Issuance of common stock for dividend reinvestment plan,
     stock option plan and other purposes                                                    98              237
- ------------------------------------------------------------------------------- ---------------- ----------------

Balance at end of period                                                                  3,862            3,308
- ------------------------------------------------------------------------------- ---------------- ----------------

RETAINED EARNINGS
Balance at beginning of year                                                             50,886           45,631
   Net income                                                                             2,151            2,009
   Cash dividends declared                                                                (831)             (750)
- ------------------------------------------------------------------------------- ---------------- ----------------

Balance at end of period                                                                 52,206           46,890
- ------------------------------------------------------------------------------- ---------------- ----------------

UNREALIZED GAIN ON SECURITIES AVAILABLE FOR SALE, NET OF TAX
Balance at beginning of year                                                              4,504            4,382
   Change in unrealized gain on securities available for sale, net of tax                 (524)             (293)
- ------------------------------------------------------------------------------- ---------------- ----------------

Balance at end of period                                                                  3,980            4,089
- ------------------------------------------------------------------------------- ---------------- ----------------

TREASURY STOCK
Balance at beginning of year                                                                 -              (327)
   Issuance of common stock for dividend reinvestment plan
     and stock option plans                                                                  -               327
- ------------------------------------------------------------------------------- ---------------- ----------------

Balance at end of period                                                                     -                 -
- ------------------------------------------------------------------------------- ---------------- ----------------

TOTAL SHAREHOLDERS' EQUITY                                                              $60,321          $54,467
- ------------------------------------------------------------------------------- ---------------- ----------------
</TABLE>











<PAGE>




<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
Washington Trust Bancorp, Inc. and Subsidiary
<CAPTION>

Three months ended March 31,                                                         1997                 1996
- ------------------------------------------------------------------------ ------------------- --------------------
(Dollars in thousands)
<S>                                                                                 <C>                  <C>    
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                        $2,151               $2,009
   Adjustments to reconcile net income to net cash
       provided by operating activities:
     Provision for loan losses                                                          300                  300
     Provision for valuation of other real estate owned                                  23                  126
     Depreciation of premises and equipment                                             449                  349
     Amortization of net deferred loan fees and costs                                   (66)                 (28)
     Net gains on sales of securities                                                  (254)                (198)
     Net (gains) losses on sales of other real estate owned                               4                  (58)
     Net gains on loan sales                                                            (72)                 (29)
     Proceeds from sales of loans                                                     4,249                2,872
     Loans originated for sale                                                       (5,219)              (2,974)
     Increase in accrued interest receivable                                           (976)                (505)
     Increase in other assets                                                          (393)                 (70)
     Increase in accrued expenses and other liabilities                                 912                  576
     Other, net                                                                         223                   80

- ------------------------------------------------------------------------ ------------------- --------------------

   Net cash provided by operating activities                                          1,331                2,450
- ------------------------------------------------------------------------ ------------------- --------------------


CASH FLOWS FROM INVESTING ACTIVITIES: Securities available for sale:
     Purchases                                                                      (63,389)              (8,209)
     Proceeds from sales                                                              1,847                1,651
     Maturities and principal repayments                                              6,931                2,270
   Securities held to maturity:
     Purchases                                                                         (105)              (2,518)
     Maturities and principal repayments                                                444                1,575
   Purchases of Federal Home Loan Bank stock                                         (4,572)                   -
   Loan originations over principal collected on loans                               (4,926)              (5,261)
   Purchase of loans                                                                   (324)                   -
   Proceeds from sales of other real estate owned                                        15                  402
   Purchases of premises and equipment                                               (1,644)                (577)
   Purchase of deposits, net of premium paid                                          7,029                    -


- ------------------------------------------------------------------------ ------------------- --------------------

   Net cash used in investing activities                                            (58,694)             (10,667)
- ------------------------------------------------------------------------ ------------------- --------------------


CASH FLOWS FROM FINANCING ACTIVITIES:
   Net increase (decrease) in deposits                                                4,322              (10,978)
   Net increase in other short term borrowings                                        5,309                    -
   Proceeds from Federal Home Loan Bank advances                                    132,600                9,000
   Repayment of Federal Home Loan Bank advances                                     (78,025)              (4,011)
   Proceeds from issuance of common stock                                                98                  564
   Cash dividends paid                                                                 (785)                (686)

- ------------------------------------------------------------------------ ------------------- --------------------

   Net cash provided by (used in) financing activities                               63,519               (6,111)
- ------------------------------------------------------------------------ ------------------- --------------------

   Net increase (decrease) in cash and cash equivalents                               6,156              (14,328)
   Cash and cash equivalents at beginning of year                                    18,966               28,651

- ------------------------------------------------------------------------ ------------------- --------------------

   Cash and cash equivalents at end of period                                       $25,122              $14,323
- ------------------------------------------------------------------------ ------------------- --------------------
</TABLE>


(continued)



<PAGE>


<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
Washington Trust Bancorp, Inc. and Subsidiary
<CAPTION>

Three months ended March 31,                                                             1997            1996
- --------------------------------------------------------------------------------- --------------- ---------------
(Dollars in thousands)
<S>                                                                                       <C>             <C>   
Noncash Investing and Financing Activities:
   Net transfers from loans to other real estate owned                                      $248            $323
   Loans charged off                                                                         316             326
   Loans made to facilitate the sale of other real estate owned                               77              81
   Decrease in unrealized gain on securities available for sale, net of tax                 (524)           (293)

Supplemental Disclosures:
   Interest payments                                                                      $3,599          $1,871
   Income tax payments                                                                        44              58
</TABLE>


<PAGE>


CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Washington Trust Bancorp, Inc. and Subsidiary


(1) BASIS OF PRESENTATION
The accounting  and reporting  policies of Washington  Trust Bancorp,  Inc. (the
"Corporation") are in accordance with generally accepted  accounting  principles
and conform to general practices within the banking industry.  In the opinion of
management,  the accompanying  consolidated  financial statements present fairly
the Corporation's  financial position as of March 31, 1997 and December 31, 1996
and the results of operations and cash flows for the interim periods presented.

The consolidated  financial  statements  include the accounts of the Corporation
and its wholly-owned  subsidiary,  The Washington Trust Company. All significant
intercompany balances and transactions have been eliminated.

The unaudited  consolidated  financial  statements of Washington  Trust Bancorp,
Inc. presented herein have been prepared pursuant to the rules of the Securities
and Exchange  Commission  for quarterly  reports on Form 10-Q and do not include
all of the  information  and note  disclosures  required by  generally  accepted
accounting  principles.  These statements should be read in conjunction with the
consolidated  financial statements and notes thereto for the year ended December
31, 1996, included in the Corporation's  Annual Report on Form 10-K for the year
ended December 31, 1996.

All amounts are presented in thousands,  except per share amounts. All share and
per  share  amounts  have  been  adjusted  to  reflect  a  3-for-2  split of the
Corporation's common stock effected on October 15, 1996.


(2) SECURITIES AVAILABLE FOR SALE
Securities available for sale are summarized as follows:
<TABLE>
<CAPTION>

                                              Amortized      Unrealized       Unrealized          Fair
                                                 Cost           Gains            Losses           Value
- ---------------------------------------- ---------------- ---------------- ---------------- --------------
<S>                                              <C>             <C>            <C>              <C>     
March 31, 1997
   U.S. Treasury obligations
     and obligations of U.S.
     government-sponsored agencies                $71,727          281            (614)           $71,394
   Mortgage-backed securities                     160,894          337          (1,206)           160,025
   Corporate stocks                                12,851        7,906             (86)            20,671
- ----------------------------------------------------------------------------------------------------------
   Total                                         $245,472        8,524          (1,906)          $252,090
- ----------------------------------------------------------------------------------------------------------

December 31, 1996
   U.S. Treasury obligations
     and obligations of U.S.
     government-sponsored agencies                $48,714          500            (112)           $49,102
   Mortgage-backed securities                     129,232          144            (872)           128,504
   Corporate stocks                                12,865        7,919             (73)            20,711
- ----------------------------------------------------------------------------------------------------------
   Total                                         $190,811        8,563          (1,057)          $198,317
- ----------------------------------------------------------------------------------------------------------
</TABLE>


Securities  available  for sale  with a fair  value of $40.8  million  and $42.0
million  were  pledged  to secure  Treasury  Tax and Loan  deposits,  short-term
borrowings  and  public  deposits  at March  31,  1997 and  December  31,  1996,
respectively.

For the three  months ended March 31, 1997,  proceeds  from sales of  securities
available  for sale  amounted  to $1.8  million.  Net realized  gains on  these
sales amounted to $254,000.


<PAGE>


(3) SECURITIES HELD TO MATURITY
The amortized cost and fair value of securities  held to maturity are summarized
as follows:
<TABLE>
<CAPTION>

                                              Amortized     Unrealized     Unrealized        Fair
                                                Cost          Gains          Losses          Value
- ------------------------------------------ -------------- ------------- --------------- -------------
<S>                                              <C>             <C>           <C>           <C>    
March 31, 1997
   Mortgage-backed securities                    $11,908          41            (58)         $11,891
   States and political subdivisions              15,666          25            (79)          15,612
- -----------------------------------------------------------------------------------------------------
   Total                                         $27,574          66           (137)         $27,503
- -----------------------------------------------------------------------------------------------------

December 31, 1996
   Mortgage-backed securities                    $12,344         185              -          $12,529
   States and political subdivisions              15,582          47            (44)          15,585
- -----------------------------------------------------------------------------------------------------
   Total                                         $27,926         232            (44)         $28,114
- -----------------------------------------------------------------------------------------------------
</TABLE>


There were no sales or transfers of securities held to maturity during the three
months ended March 31, 1997.


(4) LOAN PORTFOLIO
The following is a summary of loans:
<TABLE>
<CAPTION>

                                                          March 31,            December 31,
                                                            1997                   1996
- ------------------------------------------------------------------------------------------------
<S>                                                        <C>                      <C>     
Residential real estate:
    Mortgages                                              $172,483                 $171,423
    Homeowner construction                                    4,257                    4,631
- ---------------------------------------------------------------------------------------------
Total residential real estate                               176,740                  176,054
- ---------------------------------------------------------------------------------------------
Commercial:
    Mortgages                                                66,761                   66,224
    Construction and development                              2,821                    4,174
    Other                                                   114,395                  109,485
- ---------------------------------------------------------------------------------------------
Total commercial                                            183,977                  179,883
- ---------------------------------------------------------------------------------------------
Consumer                                                     64,477                   63,056
- ---------------------------------------------------------------------------------------------

    Total loans                                            $425,194                 $418,993
- ---------------------------------------------------------------------------------------------
</TABLE>


(5) ALLOWANCE FOR LOAN LOSSES
The following is an analysis of the allowance for loan losses:
<TABLE>
<CAPTION>

Three months ended March 31,                                     1997              1996
- ------------------------------------------------------- ----------------- ----------------
<S>                                                               <C>              <C>   
Balance at beginning of period                                    $8,495           $7,785
Provision charged to expense                                         300              300
Recoveries                                                           106              173
Loans charged off                                                   (316)            (326)
- ------------------------------------------------------- ----------------- ----------------
Balance at end of period                                          $8,585           $7,932
- ------------------------------------------------------- ----------------- ----------------
</TABLE>



<PAGE>


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
  AND RESULTS OF OPERATIONS
Washington Trust Bancorp, Inc. and Subsidiary

RESULTS OF OPERATIONS - QUARTERS ENDED MARCH 31, 1997 AND 1996
Net income for the three months ended March 31, 1997  amounted to $2.2  million,
up 7.1% over the $2.0  million of net income  recorded  in the first  quarter of
1996.  Earnings per share for the quarter ended March 31, 1997 amounted to $.47,
up from the $.46 per share on net income earned in the comparable 1996 period

Net  interest  income for the first  quarter of 1997  increased by 4.7% over the
prior year quarter, to $6.7 million. This increase was primarily attributable to
net interest income  generated  under an investment program, as  well as  higher
interest  and  fees  on  loans.  (See  additional  discussion  under the caption
"Net Interest Income".)

The provision for loan losses for the three months ended March 31, 1997 amounted
to $300,000, unchanged from the prior year period.

Other  noninterest  income  (noninterest  income excluding net gains on sales of
securities)  amounted to $2.1  million for the first  quarter of 1997,  up 19.4%
from the same 1996 period. This increase is primarily due to higher revenues for
trust  services as well as an  increases  in service  charges  earned on deposit
accounts and net gains on loan sales.  For the three months ended March 31, 1997
and 1996, net gains on  sales of securities  amounted to approximately  $254,000
and $198,000, respectively.

Total noninterest  expense for the quarter ended March 31, 1997 amounted to $5.5
million, an increase of 12.3% from the comparable 1996 amount. This increase was
primarily  attributable to higher salaries and benefits  expense  resulting from
additional  employees  hired to staff new branches.  Equipment  costs rose 27.1%
over the prior year period due primarily to depreciation expense associated with
purchases that occurred in 1996.


NET INTEREST INCOME
(The  accompanying  schedule on the page 12 should be read in  conjunction  with
this discussion.)

FTE net interest  income for the three  months ended March 31, 1997  amounted to
$7.0  million,  up by 5.2%,  over the same  1996  period  due to the  growth  in
interest-earning  assets.  The interest rate spread and the net interest  margin
for the  three  months  ended  March  31,  1997  amounted  to 3.55%  and  4.10%,
respectively. Comparable amounts for quarter ended March 31, 1996 were 4.66% and
5.28%, respectively.

For the three  months  ended March 31,  1997,  average  interest-earning  assets
amounted to $684.7 million,  an increase of $179.3 million,  or 35.5%,  over the
comparable  1996  amount.  The FTE rate of  return on  average  interest-earning
assets was 8.06% for the three months ended March 31, 1997,  down from 8.75% for
the same 1996  period.  The  growth in average  interest-earning  assets was due
primarily to the increase in average taxable securities, which were up by $136.0
million  from the 1996  amount.  The  increase  in  average  taxable  securities
resulted  primarily  from an  investment  program which was  implemented  in the
second quarter of 1996. The objective of the program is to increase net interest
income and improve  returns on equity,  while  incurring  limited  interest rate
risk. The investments purchased under this program were funded with Federal Home
Loan Bank (FHLB) advances with similar interest rate repricing characteristics.


<PAGE>



The overall yield on average total loans  amounted to 8.84% for the three months
ended  March 31,  1997,  down from 9.12% in the  comparable  1996  period due to
changes  in the prime  rate as well as lower  yields  on new loan  originations.
Average  consumer  loans rose by 16.6% over the prior  year,  while the  average
balance of residential  real estate and commercial  loans  increased by 2.8% and
11.7%,  respectively.  The yields on  residential real estate and consumer loans
decreased  by 17  basis  points  and  56  basis  points, respectively, from  the
comparable prior period, primarily due to lower yields on new loan originations.
The yield  on total commercial  loans for the three months ended  March 31, 1997
amounted to 9.44%, down  38 basis  points from the comparable 1996  period. This
decrease is primarily attributable to a 25 basis point decline in the prime rate
that  occurred in  the  first quarter  of 1996.  A  substantial  portion  of the
Corporation's  commercial loans reprice  periodically based upon the prime rate.
The prime rate rose 25 basis  points to 8.5% late in the first  quarter of 1997.

The Corporation's total cost of funds on interest-bearing  liabilities  amounted
to 4.51% for the  three  months  ended  March 31,  1997,  up from  4.09% for the
comparable  1996 period.  This increase was due primarily to higher average FHLB
advances outstanding, as well as to changes in deposit mix. These factors offset
the benefit of an increase in average demand deposits,  an interest-free  source
of funding.  Average  demand  deposits for the three months ended March 31, 1997
were up by $7.8 million, or 14.4%, from the same prior year period. Average time
deposits rose 6.4% from the prior year amount, to $245.3 million.  The rate paid
on time  deposits  remained  unchanged  from the prior  year at  5.34%.  Average
savings deposits for the three months ended March 31, 1997 declined by 2.8% from
the  comparable  1996 amount.  The rate paid on these deposits was 2.01% for the
first three months of 1997, down from 2.20% for the same 1996 period.

Average FHLB  advances  for the three  months  ended March 31, 1997  amounted to
$163.7 million,  up substantially from the $22.0 million average balance for the
same 1996  period.  The  additional  advances  were used  primarily  to purchase
securities under the investment program.  The average rate paid on FHLB advances
for the three  months  ended  March 31,  1997 was 5.73%,  a decrease of 35 basis
points from the prior year rate.







<PAGE>


AVERAGE BALANCES/NET INTEREST MARGIN - FULLY TAXABLE EQUIVALENT BASIS (FTE)
The following table presents average balance and interest rate information.  Tax
exempt  income is converted to a FTE basis by assuming  the  applicable  federal
income tax rate  adjusted for  applicable  state income taxes net of the related
federal  tax  benefit.  For  dividends  on  corporate  stocks,  the 70%  federal
dividends received deduction is also used in the calculation of tax equivalency.
Nonaccrual and renegotiated loans, as well as interest earned on these loans (to
the extent recognized in the Consolidated Statements of Income), are included in
amounts presented for loans.
<TABLE>
<CAPTION>

Three months ended March 31,                              1997                                1996
- ------------------------------------------ ------------------------------------ ----------------------------------
                                           Average                  Yield/       Average                   Yield/
(Dollars in thousands)                     Balance     Interest       Rate       Balance     Interest        Rate
- -------------------------------------- ------------- ------------ ---------- -------------- ----------- -----------
Interest-earning assets:
<S>                                        <C>           <C>          <C>        <C>           <C>          <C>  
Residential real estate loans              $175,687       3,558       8.10%      $170,825       3,531        8.27%
Commercial and other loans                  182,002       4,293       9.44%       162,973       3,999        9.82%
Consumer loans                               63,687       1,456       9.15%        54,638       1,327        9.71%
- -------------------------------------------------------------------------------------------------------------------
   Total loans                              421,376       9,307       8.84%       388,436       8,857        9.12%
Federal funds sold                            4,819          61       5.11%         6,319          85        5.37%
Taxable debt securities                     216,114       3,670       6.79%        80,106       1,379        6.89%
Nontaxable debt securities                   15,678         259       6.61%        15,128         248        6.56%
Corporate stocks                             26,699         507       7.59%        15,432         493       12.77%
- -------------------------------------------------------------------------------------------------------------------
Total interest-earning assets               684,686      13,804       8.06%       505,421      11,062        8.75%
Non interest-earning assets                  43,132                                35,763
- -------------------------------------------------------------------------------------------------------------------
  Total assets                             $727,818                              $541,184
- -------------------------------------------------------------------------------------------------------------------
Interest-bearing liabilities:
Savings deposits                           $170,830         860       2.01%      $175,671         968        2.20%
Time deposits                               245,245       3,276       5.34%       230,412       3,077        5.34%
FHLB advances                               163,714       2,345       5.73%        22,032         335        6.08%
Other                                        21,627         300       5.54%           597           8        5.35%
- -------------------------------------------------------------------------------------------------------------------
  Total interest-bearing liabilities
                                            601,416       6,781       4.51%       428,712       4,388        4.09%
Demand deposits                              62,287                                54,452
Non interest-bearing liabilities              3,641                                 3,873
- -------------------------------------------------------------------------------------------------------------------
Total liabilities                           667,344                               487,037
Total shareholders' equity                   60,474                                54,147
- -------------------------------------------------------------------------------------------------------------------
  Total liabilities and
    shareholders' equity                   $727,818                              $541,184
- -------------------------------------------------------------------------------------------------------------------
  Net interest income /
    interest rate spread                                 $7,023       3.55%                    $6,674        4.66%
- -------------------------------------------------------------------------------------------------------------------
  Net interest margin                                                 4.10%                                  5.28%
- -------------------------------------------------------------------------------------------------------------------
<FN>
Interest  income  amounts  presented  in the table above  include the  following
adjustments for taxable equivalency:

Three months ended March 31,           1997                 1996
- ------------------------------ -------------------- ---------------------
Commercial and other loans              $33                  $20
Taxable debt securities (1)              99                   49
Nontaxable debt securities               92                   88
Corporate stocks                        105                  126


(1)Represents  adjustments  for US Treasury and  government  agency  obligations
which are exempt from state income taxes only.
</FN>
</TABLE>


<PAGE>


FINANCIAL CONDITION AND LIQUIDITY
Total assets  amounted to $769.2 million at March 31, 1997, an increase of $74.3
million  from the  December 31, 1996 amount of $694.9  million.  Average  assets
totaled  $727.8  million for the three months ended March 31, 1997,  up by 34.5%
over the comparable 1996 period.

Securities  Available for Sale - The amortized cost of securities  available for
sale at March 31, 1997 amounted to $245.5 million, an increase of 28.7% over the
December 31, 1996 amount of $190.8  million.  This increase is  attributable  to
adjustable rate pass-through  securities and collateralized mortgage obligations
issued by U.S.  government-sponsored  agencies  which were  purchased  under the
investment  program.  (See Net Interest Income for additional  discussion of the
investment  program).  The net unrealized gain on securities  available for sale
decreased  by  approximately  $888,000  during the three  months ended March 31,
1997.  This decrease is  attributable  to both the decline in the equity market
and the effect of increases in Treasury  rates that have occurred since December
31, 1996.

Securities  Held to Maturity - The carrying value of securities held to maturity
amounted to $27.6 million at March 31, 1997, down from $27.9 million at December
31, 1996. The net  unrealized  loss on securities  held to maturity  amounted to
approximately  $71,000 at March 31, 1997,  representing  a reduction of $259,000
since December 31, 1996.  This decline was  attributable to the rise in Treasury
rates occurring since December 31, 1996.

Loans - Total loans amounted to $425.2 million at March 31, 1997, an increase of
$6.2 million, or 1.2%, from the December 31, 1996 balance of $419.0 million. All
categories of loans exhibited  modest  increases over the year-end 1996 amounts,
with the largest increases occurring in the commercial and consumer portfolios.

Deposits and Other  Borrowings - Total  deposits  amounted to $489.1  million at
March 31, 1997, up by 2.6% from the December 31, 1996 amount of $476.6  million.
This increase  resulted  primarily from deposits of approximately  $8.2 million
which were acquired in March, 1997. Savings deposits rose 3.4% and time deposits
increased by 3.0% from the December 31, 1996 balance.  Demand deposits  amounted
to $64.4  million,  down  slightly  from the  December 31, 1996 balance of $65.0
million.

The  Corporation  utilizes  FHLB  advances as a funding  source.  FHLB  advances
amounted  to $193.1  million at March 31,  1997,  up by $54.6  million  from the
December 31, 1996 amount.  In addition,  short-term  borrowings  outstanding  at
March 31, 1997  amounted to $19.3  million.  The  additional  FHLB  advances and
short-term  borrowings were used to fund loan growth and to purchase  securities
under the investment program. The Corporation is required to maintain a level of
investment in FHLB stock which is based on the level of its FHLB advances.  As a
result of  the increase  in FHLB advances  during  the  three months ended March
31, 1997, the  Corporation has increased its investment in FHLB stock from $11.7
million at December 31, 1996 to $16.3 million at March 31, 1997.

For the three  months  ended March 31,  1997,  net cash  provided by  operations
amounted to $1.3  million,  the  majority of which was  generated by net income.
Proceeds  from sales of loans in the first three months of 1997 amounted to $4.3
million, while loans originated for sale amounted to $5.2 million. Net cash used
in investing  activities  amounted to $58.7  million and was  primarily  used to
purchase  securities  available for sale, FHLB stock and for loan  originations.
Net cash provided by investing activities was generated mainly by a net increase
in FHLB advances of $54.6 million,  and by an increase in short-term  borrowings
of $5.3 million. Additionally, $4.3 million was generated from a net increase in
deposits.   (See   Consolidated   Statements   of  Cash  Flows  for   additional
information.)

During the first quarter of 1997, the Corporation  expanded its market area into
contiguous  communities.  A de novo branch was opened in February, 1997 in North
Kingstown,  Rhode Island. This branch is a full service banking office, offering
deposit and loan services for  businesses  and  consumers,  as well as trust and
investment  services.  The  Corporation  installed  the first of two branches in
local  supermarkets  during the first quarter of 1997.  The  supermarket  branch
offers  a  complete  range  of  financial  products  and  services.  The  second
supermarket  branch will open during the second quarter of 1997. The Corporation
also  acquired a branch of a Connecticut  bank  including its deposits in March,
1997.  This  is  the  Corporation's   first   full-service   branch  located  in
Connecticut.


ASSET QUALITY
Nonperforming assets are summarized in the following table:
<TABLE>
<CAPTION>

                                                             March 31,        December 31,
(Dollars in thousands)                                         1997                1996
                                                         ---------------    ---------------
<S>                                                              <C>                <C>   
Nonaccrual loans 90 days or more past due                        $4,205             $3,099
Nonaccrual loans less than 90 days past due                       4,124              4,443
                                                         ---------------    ---------------
Total nonaccrual loans                                            8,329              7,542
                                                         ---------------    ---------------
Other real estate owned:
  Properties acquired through foreclosure                         1,443              1,295
  Valuation allowance                                             (225)              (205)
                                                         ---------------    ---------------
Total other real estate owned                                     1,218              1,090
                                                         ---------------    ---------------
Total nonperforming assets                                       $9,547             $8,632
                                                         ---------------    ---------------
Nonaccrual loans as a % of total loans                             2.0%               1.8%
Nonperforming assets as a % of total assets                        1.2%               1.2%
Allowance for loan losses to nonaccrual loans                    103.1%             112.6%
</TABLE>

Not  included  in the  analysis  of  nonperforming  assets at March 31, 1997 and
December 31, 1996 above are approximately  $1.4 million of loans greater than 90
days past due and still accruing.  These loans consist  primarily of residential
mortgages  which  are  considered  well-collateralized  and  in the  process  of
collection and therefore are deemed to have no loss exposure.

The following is an analysis of nonaccrual loans by loan category:
<TABLE>
<CAPTION>
                                                            March 31,          December 31,
(In thousands)                                                1997                 1996
                                                        ----------------    ----------------
<S>                                                              <C>                <C>   
Residential mortgages                                            $2,756             $2,067
Commercial:
   Mortgages                                                      1,897              2,133
   Construction and development                                      80                 80
   Other (1)                                                      3,247              2,881
Consumer                                                            349                381
                                                         ---------------    ---------------
Total nonperforming loans                                        $8,329             $7,542
                                                         ---------------    ---------------
<FN>
(1) Loans to businesses and individuals, a substantial portion of which is fully
or partially collateralized by real estate.
</FN>
</TABLE>

Impaired loans consist of all nonaccrual  commercial  loans.  At March 31, 1997,
the recorded  investment  in impaired  loans was $5.2  million,  including  $4.7
million  which had a related  allowance  amounting to $899,000.  At December 31,
1996, the recorded investment in impaired loans was $5.1 million, including $4.5
million  which had a related  allowance  amounting to  $867,000.  The balance of
impaired loans which did not require an allowance at March 31, 1997 and December
31, 1996 was $536,000 and $572,000, respectively.  During the three months ended
March 31,  1997,  the average  recorded  investment  in impaired  loans was $5.3
million.  Also during this period,  interest income recognized on impaired loans
amounted  to  approximately  $99,000.  Interest  income  on  impaired  loans  is
recognized on a cash basis only.


CAPITAL RESOURCES
Total equity capital amounted to $60.3 million, or 7.8% of total assets at March
31, 1997.  This  compares  to $59.4 million,  or 8.6% at December 31, 1996.  The
reduction in this  ratio is due primarily to the growth in assets resulting from
the investment program.  Total equity increased by  approximately  $894,000 from
December 31, 1996.  A $1.3 million increase  attributable to  earnings retention
was offset by the $524,000 decrease  in unrealized  gain on securities available
for  sale,  net  of  tax.  (See  the  Consolidated  Statements  of  Changes  in
Shareholders' Equity for additional information.)

At  March 31, 1997, the Corporation's Tier 1 capital ratio was 13.03%, the total
risk-adjusted  capital ratio was 14.29% and the leverage ratio was 7.83%.  These
ratios were all above the ratios required to be categorized as well-capitalized.

Dividends  payable  at  March  31,  1997  amounted  to  approximately  $831,000,
representing  $.19 per share payable on April 15, 1997, an increase of 5.6% over
the $.18 per share declared in the fourth quarter of 1996.

The source of funds for dividends paid by the Corporation is dividends  received
from its subsidiary bank. The subsidiary bank is a regulated enterprise,  and as
such its ability to pay dividends to the parent is subject to regulatory  review
and restriction.


RECENT ACCOUNTING DEVELOPMENTS
In February 1997, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards (SFAS) No. 128, "Earnings per Share".  SFAS 128
specifies  the  computation,   presentation,  and  disclosure  requirements  for
earnings  per share  (EPS) for  entities  with  publicly  held  common  stock or
potential  common  stock.  The  objective  of this  Statement is to simplify the
computation  of EPS and to  make  the  U.S.  standard  for  computing  EPS  more
compatible  with  such  standards  of  other  countries  and  with  that  of the
International  Accounting  Standards  Committee.   SFAS  128  is  effective  for
reporting  periods  ending  after  December  15,  1997.  The  adoption  of  this
pronouncement  is not  expected to have a material  impact on the  Corporation's
computation of earnings per share.


<PAGE>


PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings
                  No material changes since the filing of the Registrant's
                  Annual Report on Form 10-K for the fiscal year ended 
                  December 31, 1996.

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)  Exhibit index

                  Exhibit No.
                  Exhibit 11    Statement re Computation of Per Share Earnings

                  (b) There were no reports on Form 8-K filed during the quarter
                      ended March 31, 1997.



                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                          WASHINGTON TRUST BANCORP, INC.
                                  (Registrant)



May 15, 1997              By:   John C. Warren
                          -----------------------
                          John C. Warren
                          President and Chief Executive Officer
                          (principal executive officer)





May 15, 1997              By:   David V. Devault
                          -------------------------
                          David V. Devault
                          Vice President, Treasurer and Chief Financial Officer
                          (principal financial officer)

<PAGE>


<TABLE>
                                     EXHIBIT 11

                           Washington Trust Bancorp, Inc.
                         Computation of Per Share Earnings
                 For the Three Months Ended March 31, 1997 and 1996
<CAPTION>


(Shares in thousands)                                   1997                 1996
                                                   ---------------      ---------------

PRIMARY:
<S>                                                       <C>                  <C>    
Weighted average shares                                   4,366.3              4,259.0
Common stock equivalents                                    176.2                138.2
                                                   ---------------      ---------------

Primary weighted average shares                           4,542.5              4,397.2
                                                   ---------------      ---------------


FULLY DILUTED:
Weighted average shares                                   4,366.3              4,259.0
Common stock equivalents                                    176.1                141.3
                                                   ---------------      ---------------

Fully diluted weighted average shares                     4,542.4              4,400.3
                                                   ---------------      ---------------


Net income                                                 $2,151               $2,009
                                                   ---------------      ---------------


Primary earnings per share                                   $.47                 $.46
                                                   ---------------      ---------------

Fully diluted earnings per share                             $.47                 $.46
                                                   ---------------      ---------------
</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                            9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE CONSOLIDATED
FINANCIAL STATEMENTS AND NOTES THERETO OF WASHINGTON TRUST BANCORP, INC. AS 
OF MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>                                  1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                             DEC-31-1997
<PERIOD-END>                                  MAR-31-1997
<CASH>                                          16,072
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                 9,050
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                    252,090
<INVESTMENTS-CARRYING>                          27,574
<INVESTMENTS-MARKET>                            27,503
<LOANS>                                        425,194
<ALLOWANCE>                                      8,585
<TOTAL-ASSETS>                                 769,213
<DEPOSITS>                                     489,094
<SHORT-TERM>                                    19,309
<LIABILITIES-OTHER>                            200,489
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                           273
<OTHER-SE>                                      60,048
<TOTAL-LIABILITIES-AND-EQUITY>                 769,213
<INTEREST-LOAN>                                  9,274
<INTEREST-INVEST>                                4,140
<INTEREST-OTHER>                                    61
<INTEREST-TOTAL>                                13,475
<INTEREST-DEPOSIT>                               4,136
<INTEREST-EXPENSE>                               6,781
<INTEREST-INCOME-NET>                            6,694
<LOAN-LOSSES>                                      300
<SECURITIES-GAINS>                                 254
<EXPENSE-OTHER>                                  5,491
<INCOME-PRETAX>                                  3,235
<INCOME-PRE-EXTRAORDINARY>                       3,235
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,151
<EPS-PRIMARY>                                      .47
<EPS-DILUTED>                                      .47
<YIELD-ACTUAL>                                    8.06
<LOANS-NON>                                          0
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                 8,495
<CHARGE-OFFS>                                      316
<RECOVERIES>                                       106
<ALLOWANCE-CLOSE>                                8,585
<ALLOWANCE-DOMESTIC>                                 0
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        


</TABLE>


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