UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 17, 2003 WASHINGTON TRUST BANCORP, INC. ----------------------------- (Exact Name of Registrant as Specified in Charter) Rhode Island 0-13091 05-0404671 --------------------------------- ----------------------- ---------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) 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 Former name or address, if changed from last report: N/A Item 7. Financial Statements and Exhibits (c) Exhibit Exhibit No. Exhibit 99.1 Press Release dated July 17, 2003 Item 9. Regulation FD Disclosure (Information Furnished in this Item 9 is Furnished under Item 12) In accordance with Securities and Exchange Commission Release No. 33-8126, the following information, which is intended to be furnished under Item 12, "Results of Operations and Financial Condition", is instead being furnished under Item 9, "Regulation FD Disclosure." This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On July 17, 2003, Washington Trust Bancorp, Inc. issued a press release in which it disclosed unaudited financial information related to second quarter consolidated earnings. A copy of the press release relating to such announcement, dated July 17, 2003, is attached hereto as Exhibit 99.1 and is incorporated herein by reference. EXHIBIT INDEX Exhibit No. Exhibit 99.1 Press Release dated July 17, 2003 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. WASHINGTON TRUST BANCORP, INC. Date: July 17, 2003 By: John C. Warren --------------------- ------------------------------------ John C. Warren Chairman and Chief Executive Officer Exhibit 99.1 [GRAPHIC OF REGISTRANT'S LOGO OMITTED] WASHINGTON TRUST BANCORP, INC. NASDAQ: WASH Contact: David V. Devault Executive Vice President, Secretary, Treasurer and CFO Telephone: (401) 348-1319 E-mail: dvdevault@washtrust.com Date: July 17, 2003 For Immediate Release Washington Trust Announces 14% Increase In 2nd Quarter Earnings Westerly, Rhode Island...Washington Trust Bancorp, Inc. (NASDAQ: WASH), parent company of The Washington Trust Company, today reported net income of $4.574 million for the three months ended June 30, 2003, up 14 percent from the $4.024 million reported for the second quarter of 2002. On a diluted earnings per share basis, the Corporation earned 34 cents for the three months ended June 30, 2003, compared to 31 cents per diluted share for the second quarter of 2002. In June 2003, the Corporation incurred an after tax charge of $649 thousand, or 5 cents per diluted share, related to the prepayment of certain higher interest rate Federal Home Loan Bank advances. Excluding this special item in 2003 and excluding merger related charges of $417 thousand after tax, or 3 cents per diluted share, in the second quarter 2002, earnings for the three months ended June 30, 2003 were $5.223 million, or 39 cents per diluted share, as compared to $4.441 million, or 34 cents per share, for the same period a year ago. The return on average assets and return on average equity for the three months ended June 30, 2003 were 1.01% and 13.57%, compared to 1.03% and 13.68%, respectively, for the three months ended June 30, 2002. John C. Warren, Washington Trust's Chairman and Chief Executive Officer stated, "We're pleased with our second quarter results. They reflect the Bank's solid performance throughout our lines of business, and our success in maintaining excellent asset quality in a challenging economic environment. Strong residential loan sale gains afforded us the opportunity to prepay certain higher interest rate borrowings to reduce our future borrowing costs, while still realizing a respectable increase in earnings." Net income for the six months ended June 30, 2003 amounted to $9.3 million, or 70 cents per diluted share, as compared to $7.8 million, or 62 cents per diluted share for the same period in 2002. Excluding the 2003 debt prepayment charges and the 2002 merger related charges described previously, earnings for the six months ended June 30, 2003 totaled $10.0 million, or 75 cents per diluted share, as compared to $8.2 million, or 65 cents per diluted share for the corresponding period in 2002. The return on average assets for the six months ended June 30, 2003 was similar to that of the same period a year ago, 1.04% as compared to 1.07%, while the return on average equity declined to 14.06% for the six months ended June 30, 2003, as compared to 14.27% for the same period in 2002. Net interest income for the second quarter of 2003 increased by 6 percent to $12.3 million from the second quarter of 2002. Net interest income for the six months ended June 30, 2003 amounted to $24.2 million, up 15% from the $21.0 million reported for the corresponding 2002 period, largely due to the April 2002 acquisition of First Financial Corp. The increase in net interest income was due to earning asset growth, however net interest income was adversely affected by a decline in the net interest margin. The net interest margin for the six months ended June 30, 2003 amounted to 2.97%, down 22 basis points from the 3.19% reported for the same period a year ago. The net interest margin has been affected by the significant decline in market interest rates and reflects a decline in yields on loans and securities offset somewhat by lower funding costs of interest-bearing deposits and Federal Home Loan Bank advances. Noninterest income, excluding net realized gains on securities, totaled $7.0 million for the quarter ended June 30, 2003, up 29 percent from the $5.4 million reported for the second quarter of 2002. For the six months ended June 30, 2003, noninterest income amounted to $12.8 million, an increase of 23 percent from the comparable 2002 amount of $10.3 million. --M O R E-- The growth in noninterest income was attributable to increases in gains on loan sales and service charges on deposits. For the first six months of 2003, gains on loan sales amounted to $2.7 million, an increase of $1.8 million from the same period in 2002. As a result of the decline in interest rates, the Corporation has experienced heavy residential mortgage activity, predominantly refinancing, which increased the amount of loans sold into the secondary market. The Corporation expects this activity to remain strong during the third quarter of 2003, however this level of activity may not be sustainable in future periods. For the six months ended June 30, 2003, service charges on deposit accounts amounted to $2.4 million, up $646 thousand from the corresponding period in 2002. Growth in deposits and changes in the fee structure of various deposit products were contributing factors in this increase. Revenue from trust and investment management services continues to be the largest component of noninterest income. Trust and investment management income, which is closely tied to the performance of the financial markets, totaled $5.3 million for the six months ended June 30, 2003, essentially unchanged from the amount reported for the corresponding period in 2002. Revenue growth has slowed reflecting the financial market declines. Trust and investment assets under administration amounted to $1.576 billion at June 30, 2003, compared to $1.524 billion at December 31, 2002. The Corporation recognized net realized gains on securities amounting to $400 thousand and $381 thousand in the second quarter of 2003 and 2002, respectively, related to annual contributions of appreciated equity securities to the Corporation's charitable foundation. The costs associated with the contributions amounted to $433 thousand and $403 thousand and were included in other noninterest expenses in the second quarter of 2003 and 2002, respectively. For the six months ended June 30, 2003 and 2002, net realized gains on securities totaled $630 thousand and $672 thousand, respectively. For the second quarter of 2003, noninterest expenses totaled $12.8 million, up $1.4 million from the amount of noninterest expenses reported for second quarter of 2002. For the six months ended June 30, 2003, noninterest expenses amounted to $23.8 million, up $3.2 million from the comparable 2002 amount. Included in noninterest expenses in the second quarter of 2003 were $941 thousand in prepayment penalty charges associated with the prepayment of certain Federal Home Loan Bank advances totaling $23 million. The prepayment of certain higher interest rate borrowings was consummated in June 2003 to reduce future funding costs. The Corporation expects that this debt restructuring will result in future interest expense savings of approximately $510 thousand on an annualized basis over the remaining term of the prepaid debt. Included in the second quarter of 2002 were $605 thousand of acquisition costs incurred in connection with acquisition of First Financial Corp. Exclusive of the debt prepayment penalties in 2003 and the acquisition costs in 2002, the increase in noninterest expenses was primarily due to normal growth and higher operating costs resulting from the acquisition of First Financial Corp. Salaries and benefits, the largest component of total noninterest expense, amounted to $13.2 million for the six months ended June 30, 2003, compared to the $11.6 million reported for the first six months of 2002. In the first six months of 2003, total loans increased $27.7 million to $822.8 million at June 30, 2003. Consumer loans increased $11.3 million, or 9 percent, from the balance at December 31, 2002, primarily due to growth in home equity lines. Commercial loans increased $12.6 million, or 3 percent, to $394.8 million at June 30, 2003. Residential real estate loans were impacted by the refinancing of fixed rate residential loans being sold into the secondary market. Total residential real estate loans amounted to $284.6 million at June 30, 2003, up from $280.9 million at December 31, 2002. Total securities were $846.9 million at June 30, 2003, up $51.1 million from the December 31, 2002 balance. The increase in securities was primarily due to purchases of mortgage-backed securities, corporate bonds and U.S. government agency securities. Total deposits at June 30, 2003 amounted to $1.136 billion, up $25.7 million from the December 31, 2002 balance of $1.110 billion. Demand deposits rose $26.3 million, or 17 percent, in the first six months of 2003 and totaled $183.8 million at June 30, 2003. Savings deposits increased $11.5 million from December 31, 2002 and amounted to $482.9 million at June 30, 2003. Time deposits amounted to $469.5 million at June 30, 2003, down from the December 31, 2002 balance of $481.6 million. In the six months ended June 30, 2003, Federal Home Loan Bank advances increased $63.8 million to $543.9 million at June 30, 2003. Asset quality continues to be strong, as measured by the level of nonperforming assets. Nonaccrual loans as a percentage of total loans at June 30, 2003 were ..38%, compared to .53% at December 31, 2002. Similarly, nonperforming assets (nonaccrual loans and property acquired through foreclosure) as a percent of total assets at June 30, 2003 amounted to .17%, as compared to .24% at December 31, 2002. The Corporation's allowance for loan losses amounted to $15.7 million at June 30, 2003, compared to $15.5 million at December 31, 2002. Total shareholders' equity amounted to $135.2 million at June 30, 2003, up from $128.7 million at December 31, 2002. Book value per share as of June 30, 2003 and December 31, 2002 amounted to $10.31 and $9.87, respectively. --M O R E-- Washington Trust Bancorp, Inc. Chairman and Chief Executive Officer, John C. Warren, and David V. Devault, Executive Vice President, Treasurer, and Chief Financial Officer will host a conference call today, Thursday, July 17, at 4:30 p.m. (Eastern Daylight Time) to discuss the Corporation's second quarter earnings. Access to the call is available in a listen-only mode on Washington Trust's web site, www.washtrust.com. The link can be found in the Investor Relations section of the site under the subhead "Investor Information" and then "Presentations." In addition, a replay of the call will be posted in this same section of the web site shortly after conclusion of the call. Washington Trust Bancorp, Inc. is the parent of The Washington Trust Company, a Rhode Island state-chartered bank founded in 1800. The Bank offers a full range of financial services, including trust and investment management, through its offices in Rhode Island and southeastern Connecticut. Washington Trust Bancorp, Inc.'s common stock trades on The Nasdaq Stock Market(R) under the symbol WASH. Investor information is available on the Corporation's web site: www.washtrust.com. Note: This press release contains financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The Corporation's management uses these non-GAAP measures in its analysis of the Corporation's performance. These measures typically adjust GAAP performance measures to exclude the effects of charges and expenses related to the consummation of acquisitions and costs related to the integration of merged entities. These non-GAAP measures also may exclude other significant gains or losses that are unusual in nature. Because these items and their impact on the Corporation's performance are difficult to predict, management believes that presentations of financial measures excluding the impact of these items provide useful supplemental information that is essential to a proper understanding of the operating results of the Corporation's core businesses. These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other Corporations. A quantitative reconciliation of the differences between the non-GAAP financial information discussed herein and the most directly comparable financial information calculated and presented in accordance with GAAP is contained in the Financial Summary statements attached to this press release. # # # This report contains certain statements that may be considered "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Corporation's actual results, performance or achievements could differ materially from those projected in the forward-looking statements as a result, among other factors, of changes in general national or regional economic conditions, changes in interest rates, reductions in the market value of trust and investment assets under management, reductions in deposit levels necessitating increased borrowing to fund loans and investments, changes in the size and nature of the Corporation's competition, changes in loan default and charge-off rates and changes in the assumptions used in making such forward-looking statements. Washington Trust Bancorp, Inc. and Subsidiary FINANCIAL SUMMARY THREE MONTHS ENDED --------------------------------------------------------------- (Dollars and shares in thousands, JUN. 30, JUN. 30, MAR. 31, except per share amounts) 2003 2002 2003 ----------------- ----------------- ----------------- OPERATING RESULTS ----------------- Net interest income $12,282 $11,621 $11,929 Provision for loan losses 160 100 100 Net realized gains on securities 400 381 230 Other noninterest income 6,955 5,404 5,803 Noninterest expenses 12,848 11,474 10,978 Income tax expense 2,055 1,808 2,134 Net income 4,574 4,024 4,750 PER SHARE --------- Basic earnings $0.35 $0.31 $0.36 Diluted earnings $0.34 $0.31 $0.36 Dividends declared $0.15 $0.14 $0.15 SHARES OUTSTANDING ------------------ Weighted Average: Basic 13,089.4 12,858.7 13,059.3 Diluted 13,304.9 13,065.1 13,230.2 AVERAGE BALANCE SHEET --------------------- Federal funds sold and other short-term investments $15,447 $11,482 $14,946 Taxable debt securities 784,166 665,520 764,975 Nontaxable debt securities 16,137 19,819 17,462 Corporate stocks and Federal Home Loan Bank stock 51,795 43,750 48,025 Loans: Commercial 395,967 348,262 389,545 Residential 296,484 240,671 292,276 Consumer 137,929 118,191 133,050 ----------------- ----------------- ----------------- Total loans 830,380 707,124 814,871 Earning assets 1,697,925 1,447,695 1,660,279 Total assets 1,819,463 1,559,298 1,778,338 Deposits: Demand 166,156 144,642 155,944 Savings 472,358 371,284 459,777 Time 479,266 469,109 481,766 ----------------- ----------------- ----------------- Total deposits 1,117,780 985,035 1,097,487 Federal Home Loan Bank advances 549,161 439,461 532,698 Shareholders' equity 134,814 117,683 130,506 KEY RATIOS ---------- Return on average assets 1.01% 1.03% 1.07% Return on average equity 13.57% 13.68% 14.56% Interest rate spread (taxable equivalent basis) 2.67% 2.90% 2.68% Net interest margin (taxable equivalent basis) 2.96% 3.29% 2.97% ALLOWANCE FOR LOAN LOSSES ------------------------- Balance at beginning of period $15,495 $13,665 $15,487 Allowance on acquired loans - 1,829 - Provision charged to earnings 160 100 100 Net (charge-offs) recoveries 87 (128) (92) ----------------- ----------------- ----------------- Balance at end of period $15,742 $15,466 $15,495 ================= ================= ================= Washington Trust Bancorp, Inc. and Subsidiary FINANCIAL SUMMARY THREE MONTHS ENDED ----------------------------------------------------------------- (Dollars and shares in thousands, JUN. 30, JUN. 30, MAR. 31, except per share amounts) 2003 2002 2003 ------------------ ------------------ ------------------- EARNINGS AND RATIOS EXCLUDING SPECIAL ITEMS ------------------------------------------- (Non GAAP Financial Information): Noninterest expenses (1) $11,907 $10,869 $10,978 Return on average assets (2) 1.15% 1.14% 1.07% Return on average equity (2) 15.50% 15.09% 14.56% Reconciliation Table - Non GAAP Financial Information ----------------------------------------------------- Net income, including special items $4,574 $4,024 $4,750 Add back special items, net of tax: Debt prepayment penalties 649 - - Acquisition costs - 417 - Net income, excluding special items $5,223 $4,441 $4,750 Basic earnings per share $0.35 $0.31 $0.36 Effects of special items, net of tax 0.05 0.04 - Basic earnings per share, excluding special items $0.40 $0.35 $0.36 Diluted earnings per share $0.34 $0.31 $0.36 Effects of special items, net of tax 0.05 0.03 - Diluted earnings per share, excluding special items $0.39 $0.34 $0.36 Return on average assets 1.01% 1.03% 1.07% Effects of special items, net of tax 0.14% 0.11% - Return on average assets, excluding special items 1.15% 1.14% 1.07% Return on average equity 13.57% 13.68% 14.56% Effects of special items, net of tax 1.93% 1.41% - Return on average equity, excluding special items 15.50% 15.09% 14.56%(1) Excludes second quarter 2003 Federal Home Loan Bank debt prepayment penalties of $941 thousand (pretax) and second quarter 2002 First Financial Corp. acquisition costs of $605 thousand (pretax). (2) Excludes second quarter 2003 Federal Home Loan Bank debt prepayment penalties of $649 thousand after income taxes and second quarter 2002 First Financial Corp. acquisition costs of $417 thousand after income taxes. Washington Trust Bancorp, Inc. and Subsidiary FINANCIAL SUMMARY SIX MONTHS ENDED ----------------------------------------- (Dollars and shares in thousands, JUN. 30, JUN. 30, except per share amounts) 2003 2002 ----------------- ----------------- OPERATING RESULTS ----------------- Net interest income $24,211 $21,005 Provision for loan losses 260 200 Net realized gains on securities 630 672 Other noninterest income 12,758 10,341 Noninterest expenses 23,826 20,638 Income tax expense 4,189 3,412 Net income 9,324 7,768 PER SHARE --------- Basic earnings $0.71 $0.62 Diluted earnings $0.70 $0.62 Dividends declared $0.30 $0.28 SHARES OUTSTANDING ------------------ Weighted Average: Basic 13,074.4 12,434.1 Diluted 13,265.2 12,622.4 AVERAGE BALANCE SHEET --------------------- Federal funds sold and other short-term investments $15,198 $13,233 Taxable debt securities 774,624 628,022 Nontaxable debt securities 16,796 19,908 Corporate stocks and Federal Home Loan Bank stock 49,920 42,871 Loans: Commercial 392,774 304,534 Residential 294,391 237,551 Consumer 135,503 114,323 ----------------- ----------------- Total loans 822,668 656,408 Earning assets 1,679,206 1,360,442 Total assets 1,799,014 1,455,917 Deposits: Demand 161,078 133,150 Savings 466,102 342,591 Time 480,509 425,452 ----------------- ----------------- Total deposits 1,107,689 901,193 Federal Home Loan Bank advances 540,975 431,161 Shareholders' equity 132,672 108,867 KEY RATIOS ---------- Return on average assets 1.04% 1.07% Return on average equity 14.06% 14.27% Interest rate spread (taxable equivalent basis) 2.67% 2.77% Net interest margin (taxable equivalent basis) 2.97% 3.19% ALLOWANCE FOR LOAN LOSSES ------------------------- Balance at beginning of period $15,487 $13,593 Allowance on acquired loans - 1,829 Provision charged to earnings 260 200 Net (charge-offs) recoveries (5) (156) ----------------- ----------------- Balance at end of period $15,742 $15,466 ================= ================= Washington Trust Bancorp, Inc. and Subsidiary FINANCIAL SUMMARY SIX MONTHS ENDED ------------------------------------------ (Dollars and shares in thousands, JUN. 30, JUN. 30, except per share amounts) 2003 2002 ------------------ ------------------ EARNINGS AND RATIOS EXCLUDING SPECIAL ITEMS ------------------------------------------- (Non GAAP Financial Information): Noninterest expenses (1) $22,885 $20,033 Return on average assets (2) 1.11% 1.12% Return on average equity (2) 15.03% 15.04% Reconciliation Table - Non GAAP Financial Information ----------------------------------------------------- Net income, including special items $9,324 $7,768 Add back special items, net of tax: Debt prepayment penalties 649 - Acquisition costs - 417 Net income, excluding special items $9,973 $8,185 Basic earnings per share $0.71 $0.62 Effects of special items, net of tax 0.05 0.04 Basic earnings per share, excluding special items $0.76 $0.66 Diluted earnings per share $0.70 $0.62 Effects of special items, net of tax 0.05 0.03 Diluted earnings per share, excluding special items $0.75 $0.65 Return on average assets 1.04% 1.07% Effects of special items, net of tax 0.07% 0.05% Return on average assets, excluding special items 1.11% 1.12% Return on average equity 14.06% 14.27% Effects of special items, net of tax 0.97% 0.77% Return on average equity, excluding special items 15.03% 15.04%(1) Excludes second quarter 2003 Federal Home Loan Bank debt prepayment penalties of $941 thousand (pretax) and second quarter 2002 First Financial Corp. acquisition costs of $605 thousand (pretax). (2) Excludes second quarter 2003 Federal Home Loan Bank debt prepayment penalties of $649 thousand after income taxes and second quarter 2002 First Financial Corp. acquisition costs of $417 thousand after income taxes. Washington Trust Bancorp, Inc. and Subsidiary FINANCIAL SUMMARY (Dollars and shares in thousands, JUN. 30, JUN. 30, DEC. 31, except per share amounts) 2003 2002 2002 ------------------ ------------------ ------------------- PERIOD END BALANCE SHEET ------------------------ Assets $1,839,412 $1,634,453 $1,745,661 Total securities 846,901 734,647 795,833 Loans: Commercial 394,793 372,595 382,169 Residential 284,621 249,091 280,886 Consumer 143,380 121,301 132,071 ------------------ ------------------ ------------------ Total loans 822,794 742,987 795,126 Deposits: Demand 183,785 160,130 157,539 Savings 482,876 428,942 471,354 Time 469,543 468,372 481,600 ------------------ ------------------ ------------------ Total deposits 1,136,204 1,057,444 1,110,493 Federal Home Loan Bank advances 543,878 432,731 480,080 Shareholders' equity 135,191 122,018 128,721 SHARE INFORMATION ----------------- Shares outstanding at end of period 13,115.1 13,026.6 13,042.4 Book value per share $10.31 $9.37 $9.87 Market value per share $23.02 $23.69 $19.53 CREDIT QUALITY -------------- Nonaccrual loans $3,130 $4,042 $4,177 Other real estate owned, net 10 30 86 Nonperforming assets to total assets 0.17% 0.25% 0.24% Nonaccrual loans to total loans 0.38% 0.54% 0.53% Allowance for loan losses to nonaccrual loans 502.94% 382.63% 370.78% Allowance for loan losses to total loans 1.91% 2.08% 1.95% ASSETS UNDER MANAGEMENT ----------------------- Market value $1,576 $1,534 $1,524 Washington Trust Bancorp, Inc. and Subsidiary CONSOLIDATED BALANCE SHEETS (Dollars in thousands) (Unaudited) June 30, December 31, 2003 2002 -------------------------------------------------------------------------------------------------------------------- Assets: Cash and due from banks $45,961 $39,298 Federal funds sold and other short-term investments 11,475 11,750 Mortgage loans held for sale 11,212 4,566 Securities: Available for sale, at fair value 621,172 553,556 Held to maturity, at cost; fair value $232,374 in 2003 and $250,446 in 2002 225,729 242,277 -------------------------------------------------------------------------------------------------------------------- Total securities 846,901 795,833 Federal Home Loan Bank stock, at cost 28,668 24,582 Loans 822,794 795,126 Less allowance for loan losses 15,742 15,487 -------------------------------------------------------------------------------------------------------------------- Net loans 807,052 779,639 Premises and equipment, net 25,521 24,415 Accrued interest receivable 8,059 7,773 Goodwill and other intangibles 24,903 25,260 Other assets 29,660 32,545 -------------------------------------------------------------------------------------------------------------------- Total assets $1,839,412 $1,745,661 ==================================================================================================================== Liabilities: Deposits: Demand $183,785 $157,539 Savings 482,876 471,354 Time 469,543 481,600 -------------------------------------------------------------------------------------------------------------------- Total deposits 1,136,204 1,110,493 Dividends payable 1,968 1,825 Federal Home Loan Bank advances 543,878 480,080 Other borrowings 7,513 9,183 Accrued expenses and other liabilities 14,658 15,359 -------------------------------------------------------------------------------------------------------------------- Total liabilities 1,704,221 1,616,940 -------------------------------------------------------------------------------------------------------------------- Shareholders' Equity: Common stock of $.0625 par value; authorized 30 million shares; issued 13,121,321 shares in 2003 and 13,086,795 shares in 2002 820 818 Paid-in capital 28,865 28,767 Retained earnings 96,111 90,717 Unamortized employee restricted stock (16) (24) Accumulated other comprehensive income 9,533 9,294 Treasury stock, at cost; 6,243 shares in 2003 and 44,361 in 2002 (122) (851) -------------------------------------------------------------------------------------------------------------------- Total shareholders' equity 135,191 128,721 -------------------------------------------------------------------------------------------------------------------- Total liabilities and shareholders' equity $1,839,412 $1,745,661 ==================================================================================================================== Washington Trust Bancorp, Inc. and Subsidiary CONSOLIDATED STATEMENTS OF INCOME (Dollars and shares in thousands, except per share amounts) (Unaudited) Three Months Six Months Periods ended June 30, 2003 2002 2003 2002 ----------------------------------------------------------------------------------------------------------------------- Interest income: Interest and fees on loans $12,853 $12,823 $25,499 $23,804 Interest on securities 8,333 9,307 16,888 17,495 Dividends on corporate stock and Federal Home Loan Bank stock 531 497 1,018 980 Interest on federal funds sold and other short-term investments 39 46 76 108 ----------------------------------------------------------------------------------------------------------------------- Total interest income 21,756 22,673 43,481 42,387 ----------------------------------------------------------------------------------------------------------------------- Interest expense: Savings deposits 880 1,182 1,830 2,153 Time deposits 3,799 4,340 7,733 8,463 Federal Home Loan Bank advances 4,777 5,510 9,670 10,729 Other 18 20 37 37 ----------------------------------------------------------------------------------------------------------------------- Total interest expense 9,474 11,052 19,270 21,382 ----------------------------------------------------------------------------------------------------------------------- Net interest income 12,282 11,621 24,211 21,005 Provision for loan losses 160 100 260 200 ----------------------------------------------------------------------------------------------------------------------- Net interest income after provision for loan losses 12,122 11,521 23,951 20,805 ----------------------------------------------------------------------------------------------------------------------- Noninterest income: Trust and investment management 2,744 2,667 5,277 5,232 Service charges on deposit accounts 1,348 975 2,448 1,802 Net gains on loan sales 1,441 398 2,679 914 Merchant processing fees 862 776 1,319 1,222 Income from bank-owned life insurance 263 285 547 573 Net realized gains on securities 400 381 630 672 Other income 297 303 488 598 ----------------------------------------------------------------------------------------------------------------------- Total noninterest income 7,355 5,785 13,388 11,013 ----------------------------------------------------------------------------------------------------------------------- Noninterest expense: Salaries and employee benefits 6,619 6,008 13,153 11,583 Net occupancy 736 670 1,498 1,295 Equipment 837 798 1,674 1,583 Merchant processing costs 683 614 1,045 971 Legal, audit and professional fees 281 221 586 394 Advertising and promotion 542 436 812 676 Outsourced services 325 267 696 528 Debt prepayment penalties 941 - 941 - Amortization of intangibles 179 189 359 221 Acquisition related expenses - 605 - 605 Other 1,705 1,666 3,062 2,782 ----------------------------------------------------------------------------------------------------------------------- Total noninterest expense 12,848 11,474 23,826 20,638 ----------------------------------------------------------------------------------------------------------------------- Income before income taxes 6,629 5,832 13,513 11,180 Income tax expense 2,055 1,808 4,189 3,412 ----------------------------------------------------------------------------------------------------------------------- Net income $4,574 $4,024 $9,324 $7,768 ======================================================================================================================= Weighted average shares outstanding - basic 13,089.4 12,858.7 13,074.4 12,434.1 Weighted average shares outstanding - diluted 13,304.9 13,065.1 13,265.2 12,622.4 Per share information: Basic earnings per share $.35 $.31 $.71 $.62 Diluted earnings per share $.34 $.31 $.70 $.62 Cash dividends declared per share $.15 $.14 $.30 $.28