U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OF 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter period ended September 30, 1997
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT
For the transition period from to
---------- -----------
Commission File No. 0-28200
Westwood Financial Corporation
------------------------------
(Exact name of registrant as specified in its charter)
New Jersey 22-3413572
--------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
700-88 Broadway, Westwood, New Jersey 07675
-------------------------------------------
(Address of principal executive offices)
201-666-5002
------------
(Registrant's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Sections
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
--- ---
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date.
Class: Common Stock, par value $0.10 per share
Outstanding shares at November 10, 1997: 645,295
<PAGE>
WESTWOOD FINANCIAL CORPORATION
INDEX TO FORM 10-QSB
Page
----
PART 1. FINANCIAL INFORMATION
---------------------
Item 1. Financial Statements
Consolidated statements of Financial Condition at September
30, 1997 (unaudited) and March 31, 1997 2
Consolidated Statements of Income for the three and six months
ended September 30, 1997 and 1996 (unaudited) 3
Consolidated Statements of Cash Flows for the three and six months
ended September 30, 1997 and 1996 (unaudited) 4
Notes to Consolidated Financial Statements (unaudited) 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
PART II. OTHER INFORMATION
-----------------
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Default Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES
<PAGE>
WESTWOOD FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(UNAUDITED)
(Dollars in Thousands)
<TABLE>
<CAPTION>
SEPTEMBER 30, 1997 MARCH 31, 1997
------------------ --------------
ASSETS
------
<S> <C> <C>
Cash and cash equivalents $ 6,302 $ 5,408
Loans receivable, net 40,067 40,340
Interest receivable on loans 260 256
FHLB stock, at cost 576 576
Mortgage-backed securities held-to-maturity,
(market value of $18,311 and $19,581, respectively) 18,111 19,728
Investment securities held-to-maturity,
(market value of $41,472 and $38,124, respectively) 42,399 38,903
Investment securities available-for-sale,
(at market value) 2 2
Interest receivable on investments 855 852
Property and equipment, net 711 734
Goodwill 1,085 1,132
Prepaid expenses and other assets 57 50
--------- ---------
TOTAL ASSETS $ 110,425 $ 107,981
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Liabilities:
Demand deposits $ 13,778 $ 13,111
Savings deposits 75,967 74,622
Interest payable on deposits 131 124
Loans and advances payable 10,000 10,000
Other liabilities 194 142
Dividends payable 65 32
--------- ---------
Total Liabilities 100,135 98,031
--------- ---------
Commitments and Contingencies (Note 4)
Shareholders' equity:
Common stock ($.10 par value, 747,500
authorized, 645,241 issued and
outstanding at September 30, 1997
and March 31, 1997) 65 65
Paid in capital 3,212 3,212
Retained earnings 7,013 6,753
Unearned stock bonus plan shares 0 (80)
--------- ---------
Total Shareholders' Equity 10,290 9,950
--------- ---------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 110,425 $ 107,981
========= =========
</TABLE>
2
<PAGE>
WESTWOOD FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(Dollars in Thousands)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
----------------------------------------------
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans receivable $ 774 $ 729 $ 1,560 $ 1,440
Mortgage-backed securities 328 225 672 449
Investment securities, including O/N deposits 783 591 1,526 1,158
Dividends on FHLB stock 10 7 19 14
--------- --------- --------- ---------
Total interest income 1,895 1,552 3,777 3,061
INTEREST EXPENSE
Deposits 983 872 1,936 1,716
Borrowings 150 0 299 0
--------- --------- --------- ---------
1,133 872 2,235 1,716
Net interest income 762 680 1,542 1,345
Provision for loan losses 9 5 17 40
--------- --------- --------- ---------
Net interest income after
provision for loan losses 753 675 1,525 1,305
NONINTEREST INCOME
Miscellaneous charges and fees 62 34 103 62
Late charges 2 1 4 3
--------- --------- --------- ---------
Total noninterest income 64 35 107 65
NONINTEREST EXPENSE
Compensation and employee benefits 244 164 423 330
FDIC insurance and regulatory expenses 27 54 49 100
SAIF Special Assessment 0 454 0 454
Depreciation and amortization 41 41 82 81
Data Processing 37 35 71 69
Occupancy 35 29 64 57
Loss on sale of securities 0 17 0 17
Merger acquisition costs 69 0 69 0
Other 126 124 252 212
--------- --------- --------- ---------
Total noninterest expense 579 918 1,010 1,320
--------- --------- --------- ---------
INCOME (LOSS) BEFORE INCOME TAXES 238 (208) 622 50
INCOME TAX EXPENSE 118 (58) 265 31
--------- --------- --------- ---------
NET INCOME (LOSS) $ 120 $ (150) $ 357 $ 19
========= ========= ========= =========
Weighted Average Earnings Per Share $ 0.19 $ (0.23) $ 0.55 $ 0.03
========= ========= ========= =========
Weighted Average Shares Outstanding 645,268 646,700 645,268 549,038
</TABLE>
3
<PAGE>
WESTWOOD FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Dollars in Thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
September 30, September 30,
------------------- ------------------
1997 1996 1997 1996
------- ------- ------- -------
<S> <C> <C> <C> <C>
INTEREST OPERATING ACTIVITIES
NET INCOME $ 120 $ (150) $ 357 $ 19
======= ======= ====== =======
ADJUSTMENTS TO RECONCILE NET INCOME TO
NET CASH PROVIDED BY OPERATING ACTIVITIES:
Depreciation 18 18 35 34
Amortization of good will 23 23 47 47
Amortization of stock bonus plan 68 12 80 24
Provision for loan losses 9 5 17 40
Loss on sale of securities 0 17 0 17
(INCREASE) DECREASE IN ASSETS:
Interest receivable (187) (51) (7) (122)
Prepaid income taxes 0 (104) 0 (81)
Prepaid expenses 11 (6) (7) 187
INCREASE (DECREASE) IN LIABILITIES:
Interest payable (13) (11) 7 1
Taxes payable (46) (88) 61 (23)
Accrued expenses 41 338 (9) 447
------- ------- ------- -------
TOTAL ADJUSTMENTS (76) 153 224 571
------- ------- ------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES 44 3 581 590
======= ======= ======== =======
INVESTING ACTIVITIES:
Loans made of net repayments 1,085 (1,628) 256 (4,029)
Purchase of investments - net of sales (448) (1,771) (1,879) (3,240)
Acquisition of goodwill 0 12 0 (42)
Purchase of office property and equipment (4) (11) (12) 12
------- ------- ------- -------
NET CASH PROVIDED (USED BY)
INVESTING ACTIVITIES 633 (3,398) (1,635) (7,299)
------- ------- ------- -------
FINANCING ACTIVITIES:
Net increase (decrease) in deposit accounts (1,107) 2,098 2,012 3,185
Proceeds from sale of stock and reorganization,
net of conversion costs -- -- -- 3,428
Dividends paid (32) (32) (64) (32)
------- ------- ------- -------
NET CASH PROVIDED (USED BY)
FINANCING ACTIVITIES (1,139) 2,066 1,948 6,581
------- ------- ------- -------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS (462) (1,329) 894 (128)
CASH AND CASH EQUIVALENTS - Beginning of period 6,764 6,409 5,408 5,208
------- ------- ------- -------
CASH AND CASH EQUIVALENTS - End of period $ 6,302 $ 5,080 $ 6,302 $ 5,080
======= ======= ======== =======
CASH PAID DURING THE PERIOD FOR:
Interest $ 1,146 $ 883 $ 2,104 $ 1,715
Income taxes $ 164 $ 135 $ 204 $ 135
</TABLE>
4
<PAGE>
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
NOTE 1: BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Westwood Financial
Corporation (the "Corporation") and its a wholly-owned subsidiary, Westwood
Savings Bank. All significant intercompany balances and transactions have been
eliminated in consolidation.
These consolidated financial statements were prepared in accordance with
instructions for Form 10-QSB and therefore, do not include all disclosures
necessary for a complete presentation of the statement of the financial
condition, statement of operations, and statement of cash flows in conformity
with generally accepted accounting principles. However, all adjustments which
are, in the opinion of management, necessary for the fair presentation of the
interim financial statements have been included and all such adjustments are of
a normal recurring nature. The results of operations for the six months ended
September 30, 1997 are not necessarily indicative of the results that may be
expected for the fiscal year March 31, 1998 or any other interim period. The
consolidated financial statements should be read in conjunction with the
consolidated financial statements and related notes which are incorporated by
reference in the Corporation's Annual Report on Form 10-KSB for the year ended
March 31, 1997.
NOTE 2: PROPOSED MERGER
On September 10, 1997, the Corporation and Lakeview Financial Corporation
("Lakeview") the holding company of Lakeview Savings Bank ("Lakeview Savings"),
Paterson, New Jersey, signed a definitive merger agreement providing for the
merger of the Corporation into Lakeview and the merger of the Bank into Lakeview
Savings. Shares of the Corporation will be exchanged for $29.25, payable in the
aggregate in the form of 50% cash and 50% Lakeview Common Stock. The transaction
is subject to certain contingencies including satisfaction of state and federal
regulatory approvals, approval of the shareholders of the Corporation and a
receipt of a fairness opinion by the Corporation. It is anticipated that the
transaction will occur in the first calendar quarter of 1998. The transaction is
expected to be accounted for under the purchase method.
NOTE 3: STOCK BONUS PLANS
In conjunction with the signing of the letter of intent to merge, all shares
remaining in the stock bonus plans vest immediately. This resulted in an
additional $56,000 of amortization expense which is being recognized in the
current quarter.
NOTE 4: COMMITMENTS AND CONTINGENCIES
On July 2, 1997, the Savings Bank entered into a contract to purchase a tract of
land for $280,000. The contract is contingent upon receiving all municipal and
government approvals, as required. The land may be used for a possible branch
site.
5
<PAGE>
MANAGEMENT DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Westwood Financial Corporation, Inc, (the "Corporation") is a New Jersey
corporation organized in December 1995 at the direction of the Board of
Directors of the Westwood Savings Bank of New Jersey (the "Bank") to facilitate
the conversion of Bergen North Financial, M.H.C. (the Mutual Holding Company")
from the mutual to the stock form of ownership and to acquire and hold all of
the capital stock of the Bank (collectively, the "Conversion and
Reorganization"). Prior to the consummation of the Conversion and
Reorganization, the Mutual Holding Company was the majority stockholder of the
Bank and upon consummation of the Conversion and Reorganization, the Mutual
Holding Company was merged into the Bank. The Corporation acquired the Bank as a
wholly-owned subsidiary upon the consummation of the Conversion and
Reorganization on June 6, 1996.
On September 10, 1997, the Corporation and Lakeview Financial Corp. ("Lakeview")
the holding company of Lakeview Savings Bank ("Lakeview Savings"), Paterson, New
Jersey, signed a definitive merger agreement providing for the merger of the
Corporation into Lakeview and the merger of the Bank into Lakeview Savings.
Shares of the Corporation will be exchanged for $29.25, payable in the aggregate
in the form of 50% cash and 50% Lakeview Common Stock. The transaction is
subject to certain contingencies including satisfaction of state and federal
regulatory approvals, approval of the shareholders of the Corporation and a
receipt of a fairness opinion by the Corporation. It is anticipated that the
transaction will occur in the first calendar quarter of 1998. The transaction is
expected to be accounted for under the purchase method.
Financial Condition at September 30, 1997
- -----------------------------------------
Total assets at September 30, 1997 amounted to $110.4 million, an increase of
$2.4 million, or 2.26% over total assets at March 31, 1997. This increase was
due primarily to a $1.9 million increase in investment securities, an increase
of $900,000 in cash and cash equivalents, offset by a net decrease of $300,000
in loans receivable. Funding of asset growth was provided from the increase in
deposit accounts. Total liabilities amounted to $100.1 million at September 30,
1997, an increase of $2.1 million, or 2.14%, over total liabilities at March 31,
1997. The increase in liabilities is due primarily to a $2.0 million net
increase in deposits, which resulted in the Bank's response to the general
increase in rates offered by other bank's in the market area.
On July 2, 1997, the Savings Bank entered into a contract to purchase a tract of
land for $280,000. The contract is contingent upon receiving all municipal and
government approvals, as required. The land may be used for a possible branch
site.
The Bank had no non-performing assets at September 30, 1997 or at March 31,
1997.
Results of Operations - Comparison of Three Months Ended September 30, 1997 and
1996
- --------------------------------------------------------------------------------
Net Interest Income. Net interest income increased $82,000, or 12.06%, for the
three months ended September 30, 1997 as compared to the same period ended
September 30, 1996. The primary reason for the increase was that average
balances of cash and investments securities increased $15.8 million due to
the purchase and sales of investment securities during the three months ended
September 30, 1997 compared to the same period in 1996. Declining interest rates
partially offset the increase in net interest income. The interest rate spread
and net interest margin declined to 2.50% and 2.83%, respectively during the
three months ended September 30, 1997 compared to 2.69% and 3.05%, respectively
for the same period in 1996. The lower interest rate spread and net interest
margin are primarily due to a lower yield on earning assets and higher costs of
funds in the second quarter of 1997.
6
<PAGE>
Provision for Loan Losses. At September 30, 1997, the Bank increased its
provision for loan losses by $4,000, from the comparable period in September
1996 due to a potential loss on a consumer loan. The loan is currently
performing.
Non-Interest Income. Non-interest income increased $19,000, or 54.29% during the
period ended September 30, 1997, as compared to the same period ended September
30, 1996. This increase was primarily due to a $9,000 increase in fee income
from additional checking account activity, increased ATM fees and increased
prepayment penalties.
Non-Interest Expense. Non-interest expense decreased $339,000 or 36.93% from
$918,000 for the three months ended September 30, 1996 to $579,000 for the three
months ended September 30, 1997. This decrease in expenses was primarily due to
the $456,000 one time special SAIF assessment that occurred in September 1996,
and a decrease in FDIC insurance and regulatory expenses of $27,000, offset by
an $80,000 increase in compensation and employee benefits and $69,000 in merger
expenses relating to legal and accounting expenses regarding the proposed
merger. The increase in compensation and employee benefits was primarily due to
an additional $56,000 expense to fully amortize the stock bonus plans. In
conjunction with the signing of the letter of intent to merge, all shares
remaining in the stock bonus plans vest immediately.
Results of Operations - Comparison of Six Months Ended September 30, 1997 and
1996
- --------------------------------------------------------------------------------
Net Interest Income. Net interest income increased $197,000, or 14.65%, for the
six months ended September 30, 1997 as compared to the same period ended
September 30, 1996. The primary reason for the interest was that average
balances of cash and investments securities increased $16.1 milion due to the
purchase and sales of investment securities during the six months ended
September 30, 1997 compared to the same period in 1996. Declining interest rates
partially offset the increase in net interest income. The interest rate spread
and net interest margin declined to 2.51% and 2.83%, respectively during the six
months ended September 30, 1997 compared to 2.78% and 3.07%, respectively for
the same period in 1996. The lower interest rate spread and net interest margin
are primarily due to a lower yield on earning assets and higher costs of funds
for the first six months of 1997.
Provision for Loan Losses. At September 30, 1997, the Bank decreased its
provision for loan losses by $23,000 or 57.50%, from the comparable period in
September, 1996. The Bank maintains a provision for losses on loans based upon
management's periodic evaluation of known and inherent risks in the loan
portfolio, the Bank's past loss experience, adverse situations that may affect
the borrower's ability to repay loans, estimated value of the underlying
collateral and current and expected market conditions. Based upon a review of
these factors, management determined that the Bank's allowance for loan losses
was adequate in view of the composition of the Bank's loan portfolio. At
September 30, 1997, the Bank's loan portfolio consisted of 88.31% of one-to
four-family loans.
Non-Interest Income. Non-interest income increased $32,000 from $19,000 for the
six months ended September 30, 1996 to $65,000 for the six months ended
September 30, 1997, primarily due to a $20,000 increase in checking account fees
and a $10,000 increase in ATM fees.
Non-Interest Expense. Non-interest expense decreased $310,000 from $1.3 million
to $1.0 million during the comparable periods ending September 30, 1996 and
1997, respectively. This decrease was primarily due to the one-time SAIF special
assessment of $454,000 made in 1996 offset by a $93,000 increase in compensation
and employee benefits, $69,000 in merger expenses relating to legal and
accounting expenses of the proposed merger and $40,000 in other expenses. The
increase in compensation and employee benefits was primarily due to amortization
of the stock bonus plans as previously discussed and the hiring of additional
staff. In regard to the increase in other expenses, there was no expense
included in this category that increased materially.
7
<PAGE>
Liquidity Resources
- -------------------
The Bank's liquidity is a measure of its ability to fund loans, pay withdrawals
of deposits, and other cash outflows in an efficient, cost effective manner. The
Bank's primary sources of funds are deposits and scheduled amortization and
prepayment of loans and mortgage-backed securities. During the past several
years, the Bank has used such funds primarily to fund maturing time deposits,
pay savings withdrawals, fund lending commitments, purchase new investments, and
increase liquidity. The Bank is currently able to fund its operations
internally. Additionally, sources of funds include the ability to utilize
Federal Home Loan Bank of New York advances and the ability to borrow against
mortgage-backed and investment securities. As of September 30, 1997, the Bank
had $10 million in borrowed funds.
The Bank anticipates that it will have sufficient funds available to meet its
current commitments. As of September 30, 1997, the Bank had mortgage commitments
to fund loans of $1.1 million. Also, at September 30, 1997, there were
commitments on unused lines of credit relating to home equity loans of $2.6
million. Certificates of deposit scheduled to mature in one year or less at
September 30, 1997 totaled $52.5 million. Based on historical deposit
withdrawals and outflows, and on internal monthly deposit reports monitored by
management, management believes that a majority of such deposits will remain
with the Bank. As a result, no adverse liquidity effects are expected. At
September 30, 1997, the Bank's total liquidity was 59.27%.
8
<PAGE>
Capital Compliance
- ------------------
The following table sets forth the institution's capital position at September
30, 1997 as compared to the minimum regulatory capital requirements imposed on
the institution by the FDIC at that date. The Bank also met the capital
requirements of the New Jersey Department of Banking.
<TABLE>
<CAPTION>
At September 30, 1997
------------------------------
Amount of Assets
------ ---------
<S> <C> <C>
GAAP Capital: $10,290 9.32%
======= =====
Leverage Capital:(1)(2)
Actual Leverage Capital $ 7,760 7.18%
Leverage Capital Requirement 3,243 3.00%
------- -----
Excess $ 4,517 4.18%
======= =====
Tier 1 Capital: (1)(3)
Actual Tier 1 Capital $ 7,760 19.22%
Tier 1 Capital Requirement 1,615 4.00%
------- -----
Excess $ 6,145 15.22%
======= =====
Total Risk-Based Capital:(1)(3)
Actual Risk-Based Capital $ 7,995 19.80%
Risk-Based Capital Requirement 3,230 8.00%
------- -----
Excess $ 4,765 11.80%
======= =====
</TABLE>
(1) Regulatory capital reflects modifications from GAAP capital due to
identifiable intangible assets and constraints on allowance for loan and
lease losses.
(2) Leverage Capital is computed as a percentage of Average Total Assets of
$108,112.
(3) Tier 1 Capital and Total Risk-Based Capital are computed as a percentage of
Total Risk-Weighted Assets of $40,370.
9
<PAGE>
Key Operating Ratios
THE TABLE BELOW SETS FORTH CERTAIN PERFORMANCE RATIOS OF THE BANK FOR THE
PERIODS INDICATED.
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
------------------- -------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
RETURN ON AVERAGE ASSETS (net income
divided by average total assets) (1) 0.43% (0.65%) 0.65% 0.04%
RETURN ON AVERAGE EQUITY (net income
divided by average equity) (1) 4.67% (6.19%) 7.00% 0.44%
INTEREST RATE SPREAD (1) (2) 2.50% 2.69% 2.51% 2.78%
NET INTEREST MARGIN (net yield on average
interest-earning assets) 2.83% 3.05% 2.83% 3.07%
NON-PERFORMING ASSETS TO TOTAL ASSETS N/A N/A N/A N/A
AVERAGE INTEREST-EARNING ASSETS TO
AVERAGE INTEREST-BEARING LIABILITIES 107.91% 109.20% 107.84% 107.50%
NET INTEREST INCOME AFTER PROVISION FOR
LOAN LOSSES TO NON-INTEREST EXPENSE 130.05% 79.20% 150.99% 97.47%
NON-INTEREST EXPENSE TO AVERAGE ASSETS (1) 2.10% 3.62% 1.83% 3.00%
</TABLE>
(1) ANNUALIZED.
(2) INTEREST RATE SPREAD REPRESENTS THE DIFFERENCE BETWEEN THE WEIGHTED
AVERAGE YIELD ON INTEREST-EARNING ASSETS AND THE WEIGHTED AVERAGE RATE ON
INTEREST-BEARING LIABILITIES.
COMPUTED ON THE BASIS OF AVERAGE MONTHLY VALUES.
10
<PAGE>
PART II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
-----------------
The Corporation was not involved in any material
legal proceedings at September 30, 1997. The Bank,
from time to time, is a party to litigation, which
arises in the ordinary course of business, such as
claims to enforce liens, claims involving the making
and servicing of loans, claims relating to the hiring
or termination of employees, and other issues
incident to the business of the Bank. In the opinion
of management, the resolution of these lawsuits would
not have a material adverse effect on the financial
condition or results of operations of the Bank or the
Corporation.
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
---------------------------------------------------
The Annual Meeting of Shareholders of the Corporation
was held on July 15, 1997 and the following items
were acted upon:
1. Election of directors William J. Woods and
Harry Randall, Jr. for a term of three years ending
in 2000. Messrs. Woods and Randall were both elected
for a term of three years by the following vote:
<TABLE>
<CAPTION>
FOR WITHHELD
-------------------------- ----------------------------
# of Votes % of Shares # of Votes % of Shares
<S> <C> <C> <C> <C> <C>
William J. Woods 555,762 99% 6030 1%
Harry Randall, Jr. 555,712 99% 6080 1%
</TABLE>
2. The ratification of the 1997 Directors Stock Plan.
The number of abstention and the percentage of shares
were 12,929 and 2.3%, respectively. The 1997
Directors Stock Plan was ratified by the following
vote:
<TABLE>
<CAPTION>
FOR WITHHELD
-------------------------- -----------------------------
# of Votes % of Shares # of Votes % of Shares
<S> <C> <C> <C> <C>
481,691 85.71% 67,222 12%
</TABLE>
11
<PAGE>
3. The ratification of the appointment of RD Hunter &
Company LLP as auditors for the Corporation for the
fiscal year ending March 31, 1998. The number of
abstention and the percentage of shares were 631 and
1%, respectively. RD Hunter & Company LLP was
ratified as the Corporation's auditors by the
following vote:
<TABLE>
<CAPTION>
FOR WITHHELD
-------------------------- ----------------------------
# of Votes % of Shares # of Votes % of Shares
<S> <C> <C> <C> <C>
555,161 98.8% 6,050 .01%
</TABLE>
Item 5. Other Information
-----------------
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
<TABLE>
<CAPTION>
(a) List of Exhibits
<S> <C> <C>
3.1 Articles of Incorporation of Westwood Financial Corporation*
3.2 Bylaws of Westwood Financial Corporation*
4 Specimen Stock Certificate*
11 Statement re: Computation of per share earnings
27 Financial Data Schedule (electronic filing only)
</TABLE>
- ----------------------
* Incorporated by reference to Registrant's Registration Statement on Form
S-1 initially filed with the SEC on December 20, 1995 (File No. 33-28200).
(b) Reports On Form 8-K
On September 10, 1997, the Corporation filed
a Form 8-K reporting the announcement of the
definitive merger agreement with Lakeview
Financial Corp.
12
<PAGE>
WESTWOOD FINANCIAL CORPORATION
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.
Westwood Financial Corporation
Date: 11/12/97 By: /s/William J. Woods
--------- ---------------------------------------------
William J. Woods
Chief Executive Officer
(Principal Executive Officer)
Date: 11/12/97 By: /s/George E. Niemczyk
--------- ---------------------------------------------
George E. Niemczyk
Controller
(Principal Accounting and Financial Officer)
EXHIBIT 11
<PAGE>
EXHIBIT 11
WESTWOOD FINANCIAL CORPORATION
STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE
Six Months Ended
September 30, 1997
------------------
Net Income ................................ $357,000
========
Primary and fully diluted
Average shares outstanding.................. 645,268
=======
Per share amount............................ .55
===
Earnings per share of common stock for the six months ended September 30, 1997
have been determined by dividing net income for the six month period by the
weighted average number of shares of common stock outstanding.
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> SEP-30-1997
<CASH> 274
<INT-BEARING-DEPOSITS> 6,028
<FED-FUNDS-SOLD> 1,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 2
<INVESTMENTS-CARRYING> 60,512
<INVESTMENTS-MARKET> 59,785
<LOANS> 40,422
<ALLOWANCE> 235
<TOTAL-ASSETS> 110,425
<DEPOSITS> 89,745
<SHORT-TERM> 0
<LIABILITIES-OTHER> 10,390
<LONG-TERM> 0
0
0
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</TABLE>
