PITTSBURGH HOME FINANCIAL CORP
10-Q, 1997-02-14
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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<PAGE>   1


                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q

       [X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934

              For the quarterly period ended December 31, 1996

                                       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 0-27522

                       PITTSBURGH HOME FINANCIAL CORP.
           -----------------------------------------------------
           (Exact name of registrant as specified in its charter)


<TABLE>
 <S>                                                                 <C>
- --------------------------------------------------------------       -------------------------
                   Pennsylvania                                              25-1772349             
(State or other jurisdiction of incorporation or organization)           (I.R.S. Employer 
                                                                      Identification Number)
- --------------------------------------------------------------       -------------------------
                 438 Wood Street                                                          
             Pittsburgh, Pennsylvania                                         15222       
       (Address of principal executive office)                              (Zip Code)
                                                              
</TABLE>


                                (412) 281-0780            
               --------------------------------------------------
              (Registrant's telephone number, including area code)

       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.  Yes  X   No
                                               ---     ---

       Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: As of February 7,
1997, there were issued and outstanding 2,073,019 shares of the Registrant's
Common Stock, par value $.01 per share.

<PAGE>   2
                 PITTSBURGH HOME FINANCIAL CORP. AND SUBSIDIARY

                              TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                 PAGE
                                                                                                  ----
PART I.       FINANCIAL INFORMATION
- -------       ---------------------
<S>           <C>                                                                                  <C>      
Item 1.       Financial Statements

              Consolidated Statements of Financial Condition as of December 31, 1996
              (unaudited) and September 30, 1996                                                    3

              Consolidated Statements of Income for the three
              months ended December 31, 1996 (unaudited) and 1995 (unaudited).                      4

              Consolidated Statement of Changes in Shareholders' Equity
              for the three months ended December 31, 1996
              (unaudited)                                                                           5

              Consolidated Statements of Cash Flows for the
              three months ended December 31, 1996 (unaudited) and 1995 (unaudited).                6
                                                                                                   
              Notes to Unaudited Consolidated Financial Statements                                  7

Item 2.       Management's Discussion and Analysis of Financial
              Condition and Results of Operations                                                  11

<CAPTION>
PART II.      OTHER INFORMATION
- --------      -----------------


<S>           <C>                                                                                   <C>
Item 1.       Legal Proceedings                                                                     14
Item 2.       Changes in Securities                                                                 14
Item 3.       Defaults Upon Senior Securities                                                       14
Item 4.       Submission of Matters to a Vote of Security-Holders                                   14
Item 5.       Other Information                                                                     14
Item 6.       Exhibits and Reports on Form 8-K                                                      15

</TABLE>
SIGNATURES




<PAGE>   3
                PITTSBURGH HOME FINANCIAL CORP. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION


<TABLE>
<CAPTION>
                                                                                December 31,            September 30,
                                                                                    1996                   1996
                                                                                (Unaudited)
                                                                            ---------------------     ------------------
<S>                                                                         <C>                       <C>
ASSETS

Cash                                                                          $        1,351,039       $        915,326
Interest-bearing deposits                                                              5,548,125              6,646,384
                                                                            ---------------------     ------------------
                                                                                       6,899,164              7,561,710

Investments and mortgage-backed securities; available for sale                        45,732,694             46,305,705
Investments and mortgage-backed securities; held to maturity
   (fair value of $9,949,549)                                                         10,023,047                      -
Loans receivable, net of allowance of $1,199,991 and
   $1,128,279                                                                        148,267,736            135,551,534
Accrued interest receivable                                                            1,453,284              1,243,462
Premises and equipment, net                                                            2,437,516              1,900,149
Goodwill                                                                                 327,393                      -
Federal Home Loan Bank - at cost                                                       2,775,000              1,875,000
Deferred income taxes                                                                    401,632                523,632
Foreclosed real estate                                                                   217,849                133,256
Other assets                                                                             157,851                235,317
                                                                            ---------------------     ------------------
                    Total assets                                              $      218,693,166       $    195,329,765
                                                                            =====================     ==================



LIABILITIES AND SHAREHOLDERS' EQUITY


Deposits                                                                      $      135,992,771       $    124,341,573
Advances from Federal Home Loan Bank                                                  49,500,000             36,500,000
Advances by borrowers for taxes and insurance                                          2,699,781              1,847,815
Accrued income taxes payable                                                             406,189                496,029
Other liabilities                                                                      1,672,052              1,772,332
                                                                            ---------------------     ------------------
                    Total liabilities                                                190,270,793            164,957,749

SHAREHOLDERS' EQUITY


Preferred stock, $.01 par value, 5,000,000 shares authorized,
   none issued                                                                                 -                      -
Common stock, $.01 par value, 10,000,000 shares authorized
   (2,182,125 shares issued and outstanding)                                              21,821                 21,821
Additional paid-in capital                                                            20,966,832             20,958,806
Treasury stock - at cost, 109,106 shares at December 31, 1996                         (1,429,930)                     -
Unearned shares of employee stock ownership plan                                      (1,783,539)            (1,831,720)
Unearned shares of recognition and retention plan                                     (1,027,730)                     -
Unrealized gain (loss) on securities available for sale                                  196,000                (50,000)
Retained earnings (substantially restricted)                                          11,478,919             11,273,109
                                                                            ---------------------     ------------------
                    Total shareholders' equity                                        28,422,373             30,372,016


TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                    $      218,693,166       $    195,329,765
                                                                            =====================     ==================
</TABLE>

See accompanying notes to unaudited consolidated financial statements.



                                       3
<PAGE>   4
                 PITTSBURGH HOME FINANCIAL CORP. AND SUBSIDIARY
                       CONSOLIDATED STATEMENTS OF INCOME




<TABLE>
<CAPTION>
                                                                        THREE MONTHS ENDED
                                                                           DECEMBER 31,
                                                                           (UNAUDITED)
                                                             ------------------    -----------------
                                                                    1996                 1995
                                                             ------------------    -----------------
<S>                                                          <C>                   <C>
Interest income:
   Loans receivable                                           $      2,897,742      $     2,254,706
   Mortgage-backed securities                                          392,926              440,346
    Investment securities
        Taxable                                                        429,228              200,914
        Tax exempt                                                      79,923               35,158
   Interest-bearing deposits                                            94,480               55,191
                                                             ------------------    -----------------
          Total interest income                                      3,894,299            2,986,315


Interest expense:
   Deposits                                                          1,515,019            1,363,967
    Interest on advances and other borrowings                          733,362              521,971
                                                             ------------------    -----------------
          Total interest expense                                     2,248,381            1,885,938
                                                             ------------------    -----------------

Net interest income before provision for losses on loans             1,645,918            1,100,377

Provision for losses on loans                                           75,000               60,000
                                                             ------------------    -----------------
Net interest income after provision for losses on loans              1,570,918            1,040,377

Noninterest income:
   Service charges and other fees                                       17,115               29,425
   Other income                                                         93,072               63,134
                                                             ------------------    -----------------
          Total noninterest income                                     110,187               92,559

Noninterest expenses:
   Salaries and employee benefits                                      556,372              426,475
   Net occupancy expense                                               130,780               63,271
   Amortization of goodwill                                              2,751                    -
   Federal insurance premium                                                 -               77,348
   Advertising                                                          54,099               47,277
   Data processing costs                                                56,569               40,661
   Other operating expense                                             195,074              124,175
                                                             ------------------    -----------------
          Total noninterest expense                                    995,645              779,207
                                                             ------------------    -----------------

Income before income taxes                                             685,460              353,729
Income taxes                                                           242,454              134,000
                                                             ------------------    -----------------
Net income                                                    $        443,006      $       219,729
                                                             ==================    =================

Earnings per share                                            $           0.22                  N/A
                                                             ==================    =================
</TABLE>

See accompanying notes to unaudited consolidated financial statements.


                                      4
<PAGE>   5
                 PITTSBURGH HOME FINANCIAL CORP. AND SUBSIDIARY
           CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                    FOR THE QUARTER ENDED DECEMBER 31, 1996



<TABLE>
<CAPTION>
                                                                          Additional                                               
                                                       Common               Paid In             Retained              Treasury 
                                                        Stock               Capital             Earnings                Stock  
                                                ------------------------------------------------------------------------------------
<S>                                              <C>                 <C>                    <C>                   <C>               
Balance as of September 30, 1996                 $       21,821      $     20,958,806       $     11,273,109      $             -   
                                                                                                                                    
                                                                                                                                    
Acquisition of Treasury stock                                 -                     -                      -           (1,429,930)  
                                                                                                                                    
Stock acquired for Management Recognition                                                                                           
       and Retention Plan                                     -                     -                      -                    -   
Amortization of Employee Stock Ownership                                                                                            
  Plan                                                        -                     -                      -                    -   
                                                                                                                                    
Amortization of the Recognition                                                                                                     
   and Retention Plan                                         -                     -                      -                    -   
                                                                                                                                    
Commitment for release of ESOP shares                         -                 8,026                      -                    -   
                                                                                                                                    
Change in allowance for unrealized                                                                                                  
    loss on assets available for sale                         -                     -                      -                    -   
                                                                                                                                    
Net income for period                                         -                     -                443,006                    -   
                                                                                                                                    
  Cash dividends declared                                     -                     -               (237,196)                   -   
                                                                                                                                    
                                                ------------------------------------------------------------------------------------
Balance as of December 31, 1996 (Unaudited)      $       21,821      $     20,966,832       $     11,478,919      $    (1,429,930)  
                                                ====================================================================================
</TABLE>


<TABLE>
<CAPTION>
                                                                                               Unrealized loss
                                                  Unearned shares of                              on assets            Total        
                                                     Employee Stock    Unearned shares of       available for      Shareholders'    
                                                     Ownership Plan           RRP                    sale              Equity       
                                                ------------------------------------------------------------------------------------
<S>                                               <C>                  <C>                    <C>                 <C>               
Balance as of September 30, 1996                  $     (1,831,720)    $               -      $     (50,000)      $    30,372,016   
                                                                                                                                    
                                                                                                                                    
Acquisition of Treasury stock                                    -                     -                  -            (1,429,930)  
                                                                                                                                    
Stock acquired for Management Recognition                                                                                           
       and Retention Plan                                        -            (1,063,170)                 -            (1,063,170)  
Amortization of Employee Stock Ownership                                                                                            
  Plan                                                      48,181                     -                  -                48,181   
                                                                                                                                    
Amortization of the Recognition                                                                                                     
   and Retention Plan                                            -                35,440                  -                35,440   
                                                                                                                                    
Commitment for release of ESOP shares                            -                     -                  -                 8,026   
                                                                                                                                    
Change in allowance for unrealized                                                                                                  
    loss on assets available for sale                            -                     -            246,000               246,000   
                                                                                                                                    
Net income for period                                            -                     -                  -               443,006   
                                                                                                                                    
  Cash dividends declared                                        -                     -                  -              (237,196)  
                                                                                                                                    
                                                ------------------------------------------------------------------------------------
Balance as of December 31, 1996 (Unaudited)       $     (1,783,539)    $      (1,027,730)     $     196,000       $    28,422,373   
                                                ====================================================================================
</TABLE>


See accompanying notes to unaudited financial statements.


                                      5
<PAGE>   6
                 PITTSBURGH HOME FINANCIAL CORP. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                           For the three months ended December 31, 
                                                                                                1996                     1995      
                                                                                       -------------------      -------------------
                                                                                                         (Unaudited)               
<S>                                                                                    <C>                      <C>         
CASH FLOWS FROM OPERATING ACTIVITIES                                                                                               
Net income                                                                               $        443,006        $         219,729 
Adjustments to reconcile net income to net cash provided by                                                                        
   operating activities:                                                                                                           
     Depreciation                                                                                  44,456                   31,866 
     Amortization and accretion of premiums and discounts on                                                                       
       assets and deferred loan fees                                                                1,493                  (16,893)
     Provision for loan losses                                                                     75,000                   60,000 
     Deferred tax benefit                                                                         122,000                        - 
     Amortization of employee ESOP plan                                                            48,181                        - 
     Amortization of recognition and retention plan                                                35,440                        - 
     Commitment for release of ESOP shares                                                          8,026                        - 
     Other, net                                                                                  (322,476)                  96,110 
                                                                                       -------------------      -------------------
Net cash provided by operating activities                                                         455,126                  390,812 
                                                                                                                                   
CASH FLOWS FROM INVESTING ACTIVITIES                                                                                               
Loan orginations                                                                              (21,599,154)             (15,104,485)
Loan and Mortgage-backed securities principal repayments                                        8,741,724                7,980,194 
Proceeds from loan sales                                                                          617,700                  648,500 
Purchases of:                                                                                                                      
     Investment securities and mortgage-backed securities                                     (12,225,000)                (850,000)
Sales and maturities of:                                                                                                           
     Investment securities and mortgage-backed securities                                       1,325,000                3,000,000 
Purchases of premises and equipment                                                              (909,217)                (109,648)
Disposal of premises and equipment                                                                      -                        - 
Other                                                                                             158,407                        - 
                                                                                       -------------------      -------------------
Net cash (used) provided by investing activities                                              (23,890,540)              (4,435,439)
                                                                                                                                   
CASH FLOWS FROM FINANCING ACTIVITIES                                                                                               
Net increase in checking, passbook, and money market                                                                               
     deposit accounts                                                                           3,545,298                  173,358 
Net increase (decrease) in certificates of deposit                                              8,105,900               (1,053,000)
Increase in advances by borrowers for taxes and insurance                                         851,966                1,269,012 
Increase in advances from the Federal Home Loan Bank                                           13,000,000                3,000,000 
Cash dividends paid to shareholders                                                              (237,196)                       - 
Purchase of recognition and retention plan shares                                              (1,063,170)                       - 
Purchase of treasury stock                                                                     (1,429,930)                       - 
                                                                                       -------------------      -------------------
                                                                                                                                   
Net cash provided by financing activities                                                      22,772,868                3,389,370 
                                                                                                                                   
Net decrease in cash and cash equivalents                                                        (662,546)                (655,257)
Cash and cash equivalents at beginning of year                                                  7,561,710                3,544,603 
                                                                                       -------------------      -------------------
Cash and cash equivalents at end of year                                                 $      6,899,164        $       2,889,346 
                                                                                       ===================      ===================
                                                                                                                                   
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                                                                                   
Cash paid during the year for:                                                                                                     
     Interest (includes interest credited on deposits of $1,515,019 and $1,374,351                                                 
          in 1996, and 1995 respectively)                                                $      2,284,132        $       1,896,322 
                                                                                       ===================      ===================
                                                                                                                                   
Income taxes paid (refund)                                                               $        251,300        $        (228,734)
                                                                                       ===================      ===================
                                                                                                                                   
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES                                                                
                                                                                                                                   
Foreclosed mortgage loans transferred to real estate owned                                        (84,593)                       - 
                                                                                                                                   
Unrealized loss on investment securities and mortgage-backed securities                           298,000                 (499,323)
Deferred income taxes                                                                            (102,000)                 169,323 
                                                                                       -------------------      -------------------
Net unrealized loss on investment and mortgage-backed securities                         $        196,000                 (330,000)
                                                                                       ===================      ===================
</TABLE>


See accompanying notes to unaudited consolidated financial statements.


                                      6
<PAGE>   7


                 PITTSBURGH HOME FINANCIAL CORP. AND SUBSIDIARY

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Basis of Presentation

       The accompanying unaudited consolidated financial statements of
       Pittsburgh Home Financial Corp. (the "Company") have been prepared in
       accordance with instructions to Form 10-Q. Accordingly, they do not
       include all of the information and footnotes required by generally
       accepted accounting principles for complete financial statements.
       However, such information reflects all adjustments (consisting solely of
       normal recurring adjustments) which are, in the opinion of management,
       necessary for a fair statement of results for the interim periods.

       The results of operations for the three months ended December 31, 1996
       are not necessarily indicative of the results to be expected for the
       year ending September 30, 1997. The unaudited consolidated financial
       statements and notes thereto should be read in conjunction with the
       audited financial statements and notes thereto for the year ended
       September 30, 1996.


Note 2 - Business

       The Company's subsidiary, Pittsburgh Home Savings Bank (the "Bank"), is
       a state chartered stock savings bank primarily engaged in attracting
       retail deposits from the general public and using such deposits to
       originate loans (primarily single-family residential loans.)  The Bank
       conducts business from seven offices in Allegheny and Butler counties of
       western Pennsylvania and primarily lends in this geographic area.  The
       Bank is subject to competition from other financial institutions and
       other companies which provide financial services.  The Bank is subject
       to the regulations of certain federal and state agencies and undergoes
       periodic examinations by those regulatory authorities.

Note 3 - Principles of consolidation

       The consolidated financial statements include the accounts of Pittsburgh
       Home Financial Corp. and its wholly owned subsidiary, Pittsburgh Home
       Savings Bank.  All significant intercompany balances and transactions
       have been eliminated in consolidation.





                                       7
<PAGE>   8
Note 4 - Conversion

       The Company is a Pennsylvania corporation which is the holding company
       for the Bank.  The Company was organized by the Bank for the purpose of
       acquiring all of the capital stock of the Bank in connection with its
       conversion from a mutual stock organization to the stock holding company
       form which was completed on April 1, 1996 (the "Conversion").

       In the Conversion, 2,182,125 shares of common stock were sold at a
       subscription price of $10.00 per share, resulting in net proceeds of
       approximately $21.0 million.  In exchange for 50% of the net conversion
       proceeds ($10.5 million), the Company acquired 100% of the stock of the
       Bank and retained the remaining $10.5 million at the holding company
       level.


Note 5 - Earnings per share

       Earnings for the three months ended December 31, 1996 were $.22 per
       share.  Earnings per share information is not applicable for any periods
       prior to April 1, 1996, which was the date the Company completed the
       Conversion.  Earnings per share were computed by dividing net income for
       the three months ended December 31, 1996 by the average number of common
       shares outstanding.  Shares outstanding for December 31, 1996 do not
       include ESOP shares that have not been committed to be released in
       accordance with Statement of Position (SOP) 93-6 "Employers' Accounting
       for Employee Stock Ownership Plans."  Reported earnings per share are
       based on 1,985,903 common shares.


Note 6 - Employee Stock Ownership Plan (ESOP)

       In connection with the Conversion, the Company established an ESOP for
       the benefit of eligible  employees.  The ESOP Trust borrowed $1.9
       million from the Company and purchased 174,570 shares, equal to 8% of
       the total number of shares issued in the Conversion.  The Company
       accounts for its ESOP in accordance with SOP 93-6, "Employers Accounting
       for Employee Stock Ownership Plans," which requires the Company to
       recognize compensation expense equal to the fair value of the ESOP
       shares during the periods in which they become committed to be released.
       To the extent that the fair value of ESOP shares differs from the cost
       of such shares, this differential will be charged or credited to equity.
       Management expects the recorded amount of expense to fluctuate as
       continuing adjustments are made to reflect changes in the fair value of
       the ESOP shares.  Employers with internally leveraged ESOPs, such as the
       Company, will not report the loan receivable from the ESOP as an asset
       and will not report the ESOP debt from the employer as a liability.





                                       8
<PAGE>   9
Note 7 - Stock Option Plan

       On October 15, 1996, the Stock Option Plan was approved by the Company's
       stockholders.  A total of 218,212 shares of common stock may be issued
       pursuant to the Stock Option Plan and 157,737 shares were awarded during
       the three months ended  December 31, 1996.  These options are subject to
       vesting provisions as well as other provisions of the Stock Option Plan.
       No options have been exercised through December 31, 1996.

Note 8 - Recognition and Retention Plan and Trust (RRP)

       On October 15, 1996, the RRP was approved by the Company's stockholders.
       A total of 87,285 shares of common stock are available for awards
       pursuant to the RRP and 67,960 shares were awarded during the three
       months ended December 31, 1996.  Awards will vest in equal installments
       over a five year period, with the first installment vesting on the first
       anniversary date of the grant and each additional installment vesting on
       the four subsequent anniversaries of such date, subject to various
       requirements as more fully described in the plan documents.
       Compensation cost related to RRP shares earned during the three month
       period ended December 31, 1996 was $35,440.

       The Company purchased on the open market 87,285 shares of common stock
       during the three months ended December 31, 1996 to fully fund the RRP.
       The cost of unearned RRP shares is recorded as a reduction of
       shareholders' equity.

Note 9 - Recent Accounting and Regulatory Developments

       The Financial Accounting Standards Board released Statement of Financial
       Accounting Standard Number 123, "Accounting for Stock-Based
       Compensation" ("SFAS 123") in October 1995. Effective for fiscal years
       beginning after December 15, 1995, SFAS 123 outlines preferable
       accounting treatment and reporting guidelines for employee stock option
       plans.  The Company plans to continue to measure compensation cost using
       the method of accounting prescribed by Accounting Principles Board
       ("APB") Opinion  Number 25.

       The Financial Accounting Standards Board released Statement of Financial
       Accounting Standard Number 125, "Accounting for Transfers and Servicing
       of Financial Assets and Extinguishments of Liabilities" ("SFAS 123") in
       June 1996.  SFAS 125 is effective for transfers and servicing of
       financial assets and extinguishments of liabilities occurring after
       December 31, 1996 and is to be applied prospectively.  SFAS 125
       establishes standards for resolving issues related to the circumstances
       under which the transfer of financial assets should be considered as
       sales of all or part of the assets or as secured borrowings and about
       when a liability should be considered extinguished.  The Company does
       not





                                       9
<PAGE>   10
anticipate any material impact on statements of income and financial condition
from the adoption of this statement.





                                       10
<PAGE>   11

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FINANCIAL CONDITION

       At December 31, 1996, the Company's total assets amounted to $218.7
million compared with $195.3 million at September 30, 1996, an increase of
12.0%. Cash and interest-bearing deposits decreased $663,000, or 8.8%, to $6.9
million at December 31, 1996, compared to $7.6 million at September 30, 1996.
The decrease reflects the payment of dividends and the purchase of treasury
stock and RRP shares. Investments and mortgage-backed securities (held to
maturity and available for sale)  increased by $9.5 million, or 20.4%, from
$46.3 million at September 30, 1996. The Company purchased $12.2 million in
investments and mortgage-backed securities during the period, which was
partially offset by maturities.  Loans receivable, net of allowance, increased
$12.7 million, or 9.4%, to $148.3 million at December 31, 1996 compared to
$135.6 million at September 30, 1996.  The growth is primarily attributable to
increases in residential mortgage loans.

       Total liabilities increased by $25.3 million or 15.3% to $190.3 million
at December 31, 1996 compared to $165.0 at September 30, 1996.  Deposits
increased by $11.7 million or 9.4% to $136.0 million at December 31, 1996
compared to $124.3 million at September 30, 1996.  During the period, the Bank
acquired the branch ("Branch Acquisition") of another financial institution
located in Pittsburgh and assumed all the deposits and acquired all equipment
and real estate associated with the branch.  Borrowed funds increased $13.0
million or 35.6% to $49.5 million at December 31, 1996 compared to $36.5
million at September 30, 1996, as the Company increased its Federal Home Loan
Bank ("FHLB") advances to increase liquidity and used those funds to reinvest
in assets at higher yields.

       Total shareholders' equity decreased $1.9 million or 6.4% to $28.4
million at December 31, 1996 compared to $30.4 million at September 30, 1996.
The decrease was the result of the Company's repurchase of its common stock and
the funding of the RRP, partially offset by net income during the period.





                                       11
<PAGE>   12
RESULTS OF OPERATIONS

       GENERAL.   The Company reported net income of $443,000 or $.22 per share
for the three months ended December 31, 1996 compared to $220,000 for the three
months ended December 31, 1995, an increase of  101.4%.  The $223,000 increase
in net income for the three months ended December 31, 1996 as compared to the
same period in 1995 was primarily the result of an increase in net interest
income after the provision for losses on loans of $531,000 or 51.0%, which was
partially offset by an increase in provision for loan losses of $15,000 or
25.0%, an increase in total noninterest expense of $216,000 or 27.7%, and an
increase in the provision for income taxes of $108,000 or 80.6%.

       INTEREST INCOME.  Interest income increased $908,000 or 30.4% for the
three months ended December 31, 1996, compared to the same period in 1995.  The
increase was primarily due to an increase in investment and loan origination
activity.  The average balance of investment and mortgage-backed securities
totaled $52.1 million and had a weighted average yield of 6.3% compared to
$44.1 million with a weighted average yield of 6.1% for the same period in
1995.  The average balance on loans receivable increased by $35.9 million,
which was partially offset by a 34 basis point decline in the average yield
earned thereon.

       INTEREST EXPENSE.  Interest expense increased to $2.2 million for the
three months ended December 31, 1996, compared to $1.9 million during the same
period in 1995.  The $362,000 or 19.2% increase in interest expense for the
three month period ended December 31, 1996, compared to the same time period
last year was due primarily to a $29.5 million increase in average
interest-bearing liabilities.  Average deposits increased $11.9 million for the
three months ended December 31, 1996 when compared to the same period in 1995.
Average borrowed funds increased $17.5 million for the three month period ended
December 31, 1996 when compared to the same period in 1995.  Such increases
were primarily due to the Branch Acquisition, as well as, increased borrowings
from the FHLB of Pittsburgh.

       PROVISION FOR LOAN LOSSES.  During the three months ended December 31,
1996, the Company recorded provisions for losses on loans of $75,000 compared
to $60,000 for the comparable period in 1995.  The Company recorded such
provisions to adjust the Company's allowance for loan losses to a level deemed
appropriate based upon an assessment of the volume and type of lending
presently being conducted by the Company, industry standards and economic
conditions in the Company's market area.  The increase in the 1996 period
primarily reflects the increased amount of lending by the Company.

       NONINTEREST INCOME.  Noninterest income increased by $18,000 or 19.4%
for the three  months ended December 31, 1996, compared to the three months
ended December 31, 1995.  Such increases were primarily due to miscellaneous
sources of other income.





                                       12
<PAGE>   13
       NONINTEREST EXPENSES.  Noninterest expenses increased by $216,000 or
27.8% for the three months ended December 31, 1996, compared to the same period
during 1995.  The increase was primarily attributable to an $130,000 increase
in salaries and employee benefits, a $68,000 increase in net occupancy expense,
and a $71,000 increase in other operating expenses  (consisting primarily of
office supplies, legal and professional fees).  The increase in salaries and
employee benefits is due to normal salary increases, the hiring of two new
employees,  and the addition of the RRP.  The increase in net occupancy expense
is the result of the Branch Acquisition.

       PROVISION FOR INCOME TAXES.  The Bank incurred provisions for income
taxes of $242,000 during the three months ended December 31, 1996, compared
with $134,000 for the same period in 1995.  The effective tax rates during the
three months ended December 31, 1996 and 1995 were 35.4% and 37.9%,
respectively.

LIQUIDITY AND CAPITAL RESOURCES

       The Company's primary sources of funds are deposits, repayments,
prepayments and maturities of outstanding loans, maturities of investment
securities and other short-term investments, and funds provided from
operations.  While scheduled loan repayments and maturing investment securities
and short-term investments are relatively predictable sources of funds, deposit
flows and loan prepayments are greatly influenced by the movement of interest
rates in general, economic conditions and competition. The Company manages the
pricing of its deposits to maintain a deposit balance deemed appropriate and
desirable.  In addition, the Company invests in short-term investment
securities and interest-earning assets which provide liquidity to meet lending
requirements.  Although the Company's deposits have historically represented
the majority of its total liabilities, the Company also utilizes other
borrowing sources, primarily advances from the FHLB of Pittsburgh. At December
31, 1996, the Company had $49.5 million of outstanding advances from the FHLB
of Pittsburgh.

       As of December 31, 1996, the Bank's regulatory capital was well in
excess of all applicable regulatory requirements.  At December 31, 1996, the
Bank's Tier 1 risk-based, total risk-based and Tier 1 leverage capital ratios
amounted to 21.76%, 23.01% and 10.20%, respectively, compared to regulatory
requirements of 4.0%, 8.0% and 4.0%, respectively.





                                       13
<PAGE>   14
                 PITTSBURGH HOME FINANCIAL CORP. AND SUBSIDIARY

                                    PART II


Item 1.       Legal Proceedings

              Neither the Company nor the Bank is involved in any pending legal
              proceedings other than non-material legal proceedings occurring
              in the ordinary course of business.

Item 2.       Changes in Securities

              Not applicable.

Item 3.       Defaults Upon Senior Securities

              Not applicable.

Item 4.       Submission of Matters to a Vote of Security-Holders

              a)  A Special Meeting of Stockholders ("Special Meeting") was
              held on October 15, 1996.

              b)  Not applicable.

              c)  Two matters were voted upon at the Special Meeting. The
              matters voted upon together with the applicable voting results
              were as follows:

                     1)  Proposal to consider and approve the adoption of the
              Company's Stock Option Plan - votes for 1,214,495; votes against
              422,730; abstain 19,040; and not voted 525,860.

                     2)  Proposal to consider and approve the Company's RRP -
              votes for 1,187,046; votes against 451,409; abstain 17,810, and
              not voted 525,860.

              d)  Not applicable

Item 5.       Other Information

              None.





                                       14
<PAGE>   15
Item 6.       Exhibits and Reports on Form 8-K

              (a)  Exhibits:

                    27 Financial Data Schedule
                
              (b)  No Form 8-K reports were filed during the quarter.





                                       15
<PAGE>   16
                                   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.



                                        PITTSBURGH HOME FINANCIAL CORP.
                                      
                                      
                                      
                                      
Date: February 7, 1997                  By: /s/ J. Ardie Dillen 
                                           ---------------------
                                           J. Ardie Dillen 
                                           President and Chief
                                             Executive Officer
                                      
                                      
                                      
Date: February 7, 1997                  By: /s/ Michael J. Kirk 
                                           ---------------------
                                           Michael J. Kirk 
                                           Senior Vice President and Chief
                                             Financial Officer






<TABLE> <S> <C>

<ARTICLE> 9
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-START>                             OCT-01-1996
<PERIOD-END>                               DEC-31-1996
<CASH>                                       1,351,039
<INT-BEARING-DEPOSITS>                       5,548,125
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                 45,732,694
<INVESTMENTS-CARRYING>                      10,023,047
<INVESTMENTS-MARKET>                         9,949,549
<LOANS>                                    149,467,727
<ALLOWANCE>                                  1,199,991
<TOTAL-ASSETS>                             218,693,166
<DEPOSITS>                                 135,992,771
<SHORT-TERM>                                 6,750,000
<LIABILITIES-OTHER>                          1,672,052
<LONG-TERM>                                 42,750,000
                                0
                                          0
<COMMON>                                        21,821
<OTHER-SE>                                  28,400,552
<TOTAL-LIABILITIES-AND-EQUITY>             218,693,166
<INTEREST-LOAN>                              2,897,742
<INTEREST-INVEST>                              902,077
<INTEREST-OTHER>                                94,480
<INTEREST-TOTAL>                             3,894,299
<INTEREST-DEPOSIT>                           1,515,019
<INTEREST-EXPENSE>                           2,248,381
<INTEREST-INCOME-NET>                        1,645,918
<LOAN-LOSSES>                                   75,000
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                885,458
<INCOME-PRETAX>                                685,460
<INCOME-PRE-EXTRAORDINARY>                           0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   443,006
<EPS-PRIMARY>                                      .22
<EPS-DILUTED>                                      .22 
<YIELD-ACTUAL>                                    7.63
<LOANS-NON>                                  3,144,000
<LOANS-PAST>                                 3,144,000
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                             1,128,279
<CHARGE-OFFS>                                    7,580
<RECOVERIES>                                     4,292
<ALLOWANCE-CLOSE>                            1,199,991
<ALLOWANCE-DOMESTIC>                                 0
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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