WESTWOOD HOMESTEAD FINANCIAL CORP
10-Q, 1999-11-15
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549




                                    FORM 10-Q



                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1999




                         Commission File Number: 0-21385


                    WESTWOOD HOMESTEAD FINANCIAL CORPORATION
                    ----------------------------------------
        (Exact name of small business issuer as specified in its charter)



       INDIANA                                            31-1463057
       -------                                            ----------
(State of Incorporation)                              (I.R.S. Employer
                                                     Identification No.)



3002 HARRISON AVENUE, CINCINNATI, OHIO                          45211-5789
- --------------------------------------                          ----------
(Address of Principal Executive Offices)                        (Zip Code)



       Registrant's telephone number, including area code: (513) 661-5735



         Indicate by checkmark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act 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 practical date. Shares outstanding at
September 30, 1999 common stock, $.01 par value: 2,168,818.


<PAGE>   2



                                    CONTENTS

                                                                           PAGE
PART I.  FINANCIAL INFORMATION

  Item 1.  Financial Statements

         Consolidated Statements of Financial Condition as of
         September 30, 1999 (Unaudited) and December 31, 1998.............    1

         Consolidated Statements of Income for the Three Months
         and Nine Months Ended September 30, 1999 and 1998 (Unaudited)....    2

         Consolidated Statements of Cash Flows for the Nine
         Months Ended September 30, 1999 and 1998 (Unaudited).............    3

         Notes to Consolidated Financial Statements (Unaudited)...........    4

  Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations............................    5

  Item 3.  Quantitative and Qualitative Disclosures About Market Risk         9

PART II.  OTHER INFORMATION

  Item 1.  Legal Proceedings..............................................   10

  Item 2.  Changes in Securities..........................................   10

  Item 3.  Defaults Upon Senior Securities................................   10

  Item 4.  Submission of Matters to a Vote of Security-Holders............   10

  Item 5.  Other Information..............................................   10

  Item 6.  Exhibits and Reports on Form 8-K...............................   10


SIGNATURES



<PAGE>   3






                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                    WESTWOOD HOMESTEAD FINANCIAL CORPORATION
                 Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>

                                                              (Unaudited)
                                                           September 30, 1999      December 31, 1998
                                                           ------------------      -----------------
<S>                                                          <C>                    <C>
                            ASSETS
Cash and cash equivalents                                    $   3,583,084          $   5,009,850
Mortgage backed securities available for sale                    5,483,218              1,529,042
Loans receivable, net                                          135,649,663            118,926,081
Stock in Federal Home Loan Bank                                  1,538,900              1,141,400
Accrued interest receivable                                        809,320                717,818
Premises and equipment, net                                      2,128,140              2,176,233
Prepaid expenses and other assets                                  516,007                370,367
                                                             -------------          -------------
          Total assets                                       $ 149,708,332          $ 129,870,791
                                                             =============          =============

             LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits                                                     $  95,536,001          $  87,335,911
Federal Home Loan Bank  advances                                30,243,046             17,453,551
Advances from borrowers for taxes and insurance                    567,140                789,478
Income taxes                                                       381,934                133,823
Accrued expenses and other liabilities                             103,872                181,518
                                                             -------------          -------------
          Total liabilities                                    126,831,993            105,894,281

Stockholders' equity:
Common stock, $.01 par value, 15,000,000
  shares authorized, 2,843,375 shares issued                        28,434                 28,434
Additional paid in capital                                      18,770,022             18,811,404
Retained income                                                 15,717,516             15,514,498
Employee Stock Ownership Plan                                   (2,259,148)            (2,419,063)
Management recognition plan                                     (1,089,818)            (1,323,363)
Treasury Stock, 674,557 and 514,557 shares at cost              (8,288,697)            (6,647,447)
Accumulated other comprehensive income                              (1,970)                12,047
                                                             -------------          -------------
          Total stockholders' equity                            22,876,339             23,976,510
                                                             =============          =============
          Total liabilities and stockholders' equity         $ 149,708,332          $ 129,870,791
                                                             =============          =============

</TABLE>


See accompanying notes.


                                       1
<PAGE>   4




                    WESTWOOD HOMESTEAD FINANCIAL CORPORATION
                        Consolidated Statements of Income
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                 Three months ended                   Nine months ended
                                                                    September 30,                       September 30,
                                                            ----------------------------         ----------------------------
                                                               1999              1998               1999              1998
                                                               ----              ----               ----              ----
<S>                                                         <C>                <C>               <C>                <C>
Interest income:
  Loans receivable                                          $2,709,052         2,378,123         $7,623,691         7,278,046
  Mortgage-backed securities                                    81,294            31,625            157,601            98,480
  Investment securities                                             --                --                 --            10,254
  Interest-bearing deposits with banks                          53,215           116,821            199,529           307,205
                                                            ----------------------------         ----------------------------
          Total interest income                              2,843,561         2,526,569          7,980,821         7,693,985
                                                            ----------------------------         ----------------------------


Interest expense:
  Deposits                                                   1,172,881         1,127,707          3,388,364         3,430,582
  Borrowings                                                   426,245           251,402          1,010,554           732,788
                                                            ----------------------------         ----------------------------
          Total interest expense                             1,599,126         1,379,109          4,398,918         4,163,370
                                                            ----------------------------         ----------------------------
          Net interest income                                1,244,435         1,147,460          3,581,903         3,530,615
Provision for loan losses                                       10,048            22,160             33,161            35,871
                                                            ----------------------------         ----------------------------
Net interest income after provision for loan losses          1,234,387         1,125,300          3,548,742         3,494,744
                                                            ----------------------------         ----------------------------


Non-interest income:
  Gain on loan sales                                                --            34,285             77,351           368,280
  Service charges and fees                                      52,468            41,651            142,924           113,172
                                                            ----------------------------         ----------------------------
          Total non-interest income                             52,468            75,936            220,275           481,452
                                                            ----------------------------         ----------------------------

Non-interest expenses:
  Compensation and benefits                                    481,787           423,548          1,377,577         1,347,892
  Occupancy costs                                               74,974            65,049            241,151           179,397
  Franchise tax                                                 65,856           113,390            200,917           340,970
  Federal deposit insurance premiums                            12,694            12,652             38,418            39,750
  Data processing                                               27,277            17,129             85,147            71,198
  Legal, accounting and examination fees                        81,560            49,614            118,378           128,269
  Consulting fees                                               53,975             5,505             63,746            33,776
  Advertising                                                   26,324            14,211             63,566            37,656
  Other                                                         88,947            73,467            246,675           237,892
                                                            ----------------------------         ----------------------------
          Total non-interest expenses                          913,394           774,565          2,435,575         2,416,800
                                                            ----------------------------         ----------------------------
          Income before income tax expense                     373,461           426,671          1,333,442         1,559,396
Income tax expense                                             163,000           147,000            479,000           557,000
                                                            ----------------------------         ----------------------------
Net income                                                  $  210,461           279,671         $  854,442         1,002,396
                                                            ============================         ============================
Earnings per share, basic and diluted                       $     0.11         $    0.13         $     0.44         $    0.42


</TABLE>
See accompanying notes.


                                       2
<PAGE>   5



                    WESTWOOD HOMESTEAD FINANCIAL CORPORATION
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                           Nine months ended September 30,
                                                                               1999                 1998
                                                                               ----                 ----
<S>                                                                        <C>                  <C>
Cash flows from operating activities:
  Net income                                                              $    854,442          $  1,002,396
  Adjustments to reconcile net income to net cash provided by
operating activities:
      Net amortization of premium and discounts                                 24,295                 8,039
      Depreciation of premises and equipment                                   169,754               126,023
      Federal Home Loan Bank stock dividend                                    (67,600)              (57,800)
      Provision for loan loss                                                   33,161                35,871
      Gain on loan sales                                                       (77,351)             (368,280)
      Net loans originated for sale                                         (4,872,964)           (8,400,761)
      Proceeds from sale of loans                                            5,238,474            17,867,615
      Management Recognition Plan amortization                                 206,355               194,807
      Employee Stock Ownership Plan amortization                               145,723               229,925
      Change in:
        Accrued interest receivable                                            (91,502)               (9,177)
        Prepaid expenses and other assets                                     (145,640)             (385,624)
        Accrued expenses                                                       (22,335)               42,679
        Income taxes                                                           200,000               254,239
                                                                          ------------          ------------
          Net cash provided by operating activities                          1,594,812            10,539,952
                                                                          ------------          ------------
Cash flows from investing activities:
  Proceeds from maturing investment security                                        --             1,000,000
  Principal payments on mortgage backed securities                             994,924               437,478
  Purchase mortgage backed securities                                       (4,994,612)                   --
  Purchase of Federal Home Loan Bank Stock                                    (329,900)              (40,100)
  Net  increase in loans receivable                                        (17,044,902)           (6,128,216)
  Additions to premises and equipment                                         (121,661)           (1,041,182)
                                                                          ------------          ------------
          Net cash used in investing activities                            (21,496,151)           (5,772,020)
                                                                          ------------          ------------
Cash flows from financing activities
  Net (decrease) increase in deposits                                        8,200,090            (3,294,488)
  Cash dividends                                                              (651,424)             (574,575)
  Purchase of common stock for treasury                                     (1,641,250)           (5,517,822)
  Purchase of common stock for MRP                                                  --              (607,622)
  Proceeds from Federal Home Loan Bank advances                             17,800,000             2,000,000
  Repayment of Federal Home Loan Bank advance                               (5,010,505)               (7,905)
  Net decrease in advances from borrowers for taxes and insurance             (222,338)             (345,828)
                                                                          ------------          ------------
         Net cash (used) provided by financing activities                   18,474,573            (8,348,240)
                                                                          ------------          ------------
         Net decrease in cash and cash equivalents                          (1,426,766)           (3,580,308)
Beginning cash and cash equivalents                                          5,009,850            10,368,279
                                                                          ------------          ------------
Ending cash and cash equivalents                                          $  3,583,084          $  6,787,971
                                                                          ============          ============

</TABLE>

See accompanying notes.


                                       3

<PAGE>   6



                    WESTWOOD HOMESTEAD FINANCIAL CORPORATION
                   Notes to Consolidated Financial Statements
                                   (Unaudited)
                    September 30, 1999 and December 31, 1998

(1)      Basis of Presentation

         The financial statements were prepared in accordance with the
         instructions for Form 10-Q and therefore, do not include all
         disclosures necessary for a complete presentation of financial
         condition, income and cash flows in conformity with generally accepted
         accounting principles. However, these financial statements have been
         prepared on a basis consistent with the annual financial statements and
         include, all adjustments consisting only of normal recurring
         adjustments which are, in the opinion of management, necessary for the
         fair presentation of the interim financial statements.

(2)      Comprehensive Income

         Comprehensive income includes net income and other comprehensive
         income, which for the Company includes unrealized gains and losses on
         securities available for sale.

<TABLE>
<CAPTION>
                                                                           Nine months ended September 30
                                                                         ----------------------------------
                                                                            1999                    1998
                                                                            ----                    ----
<S>                                                                      <C>                   <C>
         Net Income                                                      $  854,442            $ 1,002,396
         Other comprehensive income, net of tax:
         Unrealized holding losses arising during the period                (14,017)                (7,375)
                                                                         ----------            -----------
         Comprehensive income                                            $  840,425            $   995,021
                                                                         ==========            ===========
</TABLE>


(3)      Earnings Per Share

         The following table presents the numerators (net income) and
         denominators (average shares outstanding) for the basic and diluted net
         income per share computations for the three and nine months ended
         September 30:

<TABLE>
<CAPTION>
                                                             Three months ended             Nine months ended
                                                                September 30                   September 30
                                                          ===========================    =========================
                                                              1999          1998             1999          1998
                                                              ----          ----             ----          ----
<S>                                                       <C>                <C>         <C>             <C>
         Net income, basic and diluted                    $   210,461        279,671     $   854,442     1,002,396
         Average shares outstanding                         1,894,916      2,221,199       1,941,049     2,380,849
         Effect of dilutive securities                          4,024          8,496           2,242         9,138
                                                          -----------     ----------     -----------    ----------
         Average shares outstanding
           including dilutive shares                        1,898,940      2,229,695     $ 1,943,291     2,389,987
                                                          ===========     ==========     ===========    ==========
         Net income per share, basic                      $      0.11     $     0.13     $      0.44    $     0.42
                                                          ===========     ==========     ===========    ==========
         Net income per share, diluted                    $      0.11     $     0.13     $      0.44    $     0.42
                                                          ===========     ==========     ===========    ==========

</TABLE>


                                       4
<PAGE>   7




(4)      Consolidated Statement of Changes in Stockholders' Equity  (Unaudited)

<TABLE>
<CAPTION>
                                                                       Nine months ended September 30,
                                                                     ----------------------------------
                                                                         1999                  1998
                                                                     ------------          ------------
<S>              <C>                                                 <C>                   <C>
Balance, January 1                                                   $ 23,976,510          $ 30,145,712
Net Income                                                                854,442             1,002,396
Dividends on common stock                                                (651,424)             (574,575)
Purchase of shares by management recognition plan                              --              (607,622)
Amortization of management recognition plan                               206,355               194,807
Amortization of employee stock ownership plan                             145,723               229,925
Purchase of treasury stock                                             (1,641,250)           (5,517,822)
Unrealized loss on securities available for sale, net of tax              (14,017)               (7,375)
                                                                     ------------          ------------
Balance, end of period                                               $ 22,876,339          $ 24,865,446
                                                                     ============          ============
</TABLE>



ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

PROPOSED SALE OF THE COMPANY

         On August 6,1999 Westwood Homestead Financial Corporation announced the
signing of a definitive agreement for a strategic alliance with Camco Financial
Corporation. Westwood Homestead Savings Bank will continue independent
operations as a member of Camco's family of community banks. The merger will be
accounted for as a purchase. Consummation is subject to shareholder and
regulatory approval and is expected in the first quarter of 2000. Westwood
Homestead shareholders will receive 0.611 shares of Camco common stock and $5.20
cash for each Westwood Homestead share.

COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 1999 AND DECEMBER 31, 1998

         Total assets increased $19.8 million, or 15.2% from $129.9 million at
December 31, 1998 to $149.7 million at September 30, 1999. Loans receivable
increased $16.7 million, or 14.1% from $118.9 million at December 31, 1998 to
$135.6 million at September 30, 1999. To help manage interest rate risk, $5.0
million of adjustable rate mortgage backed securities were purchased increasing
the investment portfolio to $5.5 million at September 30, 1999.

         Total liabilities increased $20.9 million from $105.9 million at
December 31, 1998 to $126.8 million at September 30, 1999. Deposits increased
$8.2 million during the nine month period while Federal Home Loan Bank advances
increased $12.7 million to $30.2 million at September 30, 1999.

         Stockholders' equity decreased $1.1 million primarily as a result of
the 160,000 shares of Company stock repurchased during the nine month period at
a cost of $1.6 million. The Company's equity to asset ratio has been reduced
from 33.3% at September 30, 1996 to 15.3% at September 30, 1999.


                                       5

<PAGE>   8



COMPARISON OF OPERATING RESULTS FOR THE QUARTER AND NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998

         Net Income. Net income for the quarter ended September 30, 1999 was
$210,000, or 11 cents per share, as compared with $280,000, or 13 cents per
share, for the quarter ended September 30, 1998. Included in the quarter are
$119,000 of expenses relating to the merger with Camco Financial (NASDAQ - CAFI)
scheduled to close in first quarter 2000. Excluding these merger related
expenses the Company earned $330,000, or 17 cents per share. Return on average
equity and return on average assets were 3.64% and 0.58%, respectively, for the
quarter ended September 30, 1999 compared to 4.85% and 0.83%, respectively, for
the same quarter in 1998. Net income for the nine months ended September 30,
1999 was $854,000, or 44 cents per share, as compared with $1,002,000, or 42
cents per share, for the nine months ended September 30, 1998.

         Net Interest Income. Net interest income increased $97,000 to
$1,244,000 for the quarter ended September 30, 1999 from $1,147,000 for the
quarter ended September 30, 1998. This increase was achieved despite a $2.9
million decrease in average equity due to the stock repurchases in the last
twelve months. Average net interest rate spread increased 8 basis points to
2.80% for the quarter ended September 30, 1999 as compared to 2.72% for the same
quarter in 1998. Net interest income for the nine months ended September 30,
1999 increased $51,000 to $3,582,000 from $3,531,000 for the nine months ended
September 30, 1998 as a $4.4 million decrease in average equity was more than
offset by a 24 basis point increase in the net interest rate spread.

         Interest Income. Interest income increased $317,000 to $2.8 million for
the quarter ended September 30, 1999. The average balance of interest earning
assets increased $19.5 million from the same quarter in 1998 while the average
yield decreased 24 basis points to 8.04%. Interest income on loans receivable
increased $331,000, or 13.9%, to $2,709,000 for the quarter ended September 30,
1999 from $2,378,000 for the quarter ended September 30, 1998. The average
balance of loans receivable increased $20.0 million to $132.1 million for the
quarter ended September 30, 1999 from the same quarter a year ago while the
average yield decreased 28 basis points to 8.20%. The average balance of
investments and other earning assets decreased $430,000 from the year ago
quarter and a 31 basis point decrease in yield resulted in $14,000 less in other
interest income. Interest income increased $287,000 to $8.0 million for the nine
months ended September 30, 1999 from $7.7 million for the nine months ended
September 30, 1998. As of September 30, 1999 loans receivable represented 90.6%
of total assets as compared to 89.9% at September 30, 1998.

         Interest Expense. Interest expense increased $220,000 to $1,599,000 for
the quarter ended September 30, 1999 from $1,379,000 for the quarter ended
September 30, 1998. This increase is due to a $22.9 million increase in average
interest bearing liabilities and a decrease in the average cost to 5.24% for the
quarter ended September 30, 1999 from 5.56% for the quarter ended September 30,
1998. The decrease in cost was primarily the result of maturing high rate long
term C.Ds and lower rate advances. Interest expense increased $236,000 on $14.4
million more in interest bearing liabilities for the nine months ended September
30, 1999 as the average cost decreased 44 basis points.

         Provision for Loan Losses. The Bank recorded provisions for loan losses
of $10,000 and $22,000 during the quarters ended September 30, 1999 and 1998,
respectively. The loan portfolio is regularly reviewed by management, including
problem loans, and changes in the relative makeup to determine whether any loans
require classification or the establishment of additional reserves.

         Non-Interest Income. Non-interest income decreased $24,000 to $52,000
for the quarter ended September 30, 1999 from $76,000 for the quarter ended
September 30, 1998. A shift in Westwood Homestead's business plan to reduce loan
sales and grow the balance sheet has resulted in no gains from loan sales in the
current quarter as compared to $34,000 in the quarter ended September 30, 1998.
Service charges and fees increased $10,000 to $52,000 for the quarter ended
September 30, 1999 from $42,000 for the quarter


                                       6
<PAGE>   9

ended September 30, 1998. This 23.8% increase reflects the Bank's emphasis on
attracting new checking accounts in the last year. Non-interest income decreased
$261,000 to $220,000 for the nine months ended September 30, 1999 from $481,000
for the nine months ended September 30, 1998 due largely to a nonrecurring
pretax gain of $217,000 from the sale of $9.1 million of fixed rate mortgages
recorded during the nine months ended September 30, 1998.

         Non-Interest Expense. Non-interest expense increased $138,000 to
$913,000 for the quarter ended September 30, 1999 from $775,000 for the quarter
ended September 30, 1998. Compensation and benefits increased $58,000 during the
quarter ended September 30, 1999 as compared to the quarter ended September 30,
1998 primarily due to increased benefit expenses. The lower capital levels
reduced state franchise tax by $47,000 from the previous year. Merger related
expenses of $119,000 caused an increase in legal and consulting fees. Radio and
television promotions during the quarter increased advertising expenses by
$12,000 over the previous year. Non-interest expense increased $19,000 to
$2,436,000 for the nine months ended September 30, 1999 from $2,417,000 for the
nine months ended September 30, 1998.

         Income Taxes. The Company recorded federal income tax expense of
$479,000 and $557,000 for the nine months ended September 30, 1999 and 1998,
respectively.


LIQUIDITY AND CAPITAL RESOURCES

         Cash and cash equivalents totaled $3.6 million at September 30, 1999
which consisted primarily of overnight federal funds. Management believes that
current liquidity levels are adequate to fund daily operations.

         The Bank is subject to various regulatory capital requirements
administered by the federal banking agencies. Failure to meet minimum capital
requirements can initiate certain mandatory - and possibly additional
discretionary actions by regulators that, if undertaken, could have a direct
material effect on the Company's consolidated financial statements. Quantitative
measures established by regulation to ensure capital adequacy require the Bank
to maintain minimum amounts and ratios ( set forth in the table below ) of
Tangible, Tier I/Core and Risk-based capital (as defined in the regulations).
Management believes, as of September 30, 1999, that the Bank meets all capital
adequacy requirements to which it is subject.



<TABLE>
<CAPTION>
                                                                                               To Be Well Capitalized
                                                                    For Capital               Under Prompt Corrective
                                       Actual                    Adequacy Purposes                Action Provision
                             -------------------------          -------------------            ----------------------
                                 Amount         Ratio            Amount       Ratio             Amount          Ratio
                                 ------         -----            ------       -----             ------          -----
<S>                          <C>               <C>              <C>           <C>              <C>              <C>
Tangible Capital             $ 22,214,235      15.27%           2,181,824     1.50%            7,272,747        5.00%
Tier I/Core Capital            22,214,235      15.27%           4,363,648     3.00%            8,727,297        6.00%
Risk-based Capital             22,541,082      25.34%           7,117,280     8.00%            8,896,600       10.00%


</TABLE>

                                       7


<PAGE>   10



YEAR 2000 READINESS DISCLOSURE

The paragraphs of this section constitute a "Year 2000 Readiness Disclosure" as
defined in the Year 2000 Information and Readiness Disclosure Act (Pub. L. No.
105-271). The Company faces risks associated with the Year 2000 date change
similar to those faced by other financial institutions. Assessing, remediating,
and testing information technology systems for Year 2000 compliance has been a
top priority for the Company. A Year 2000 plan has been approved by the Board of
Directors which includes multiple phases, tasks to be completed, and target
dates for completion. Issues addressed therein include awareness, assessment,
renovation, validation, implementation, testing, and contingency planning.

The Company has assigned the Manager of Information Systems to oversee the Year
2000 project. The Company has completed its awareness, assessment and renovation
phases. The Company has completed the testing phase with satisfactory results in
all areas. Most of the material data processing that could be affected by this
problem is provided by the third party service bureau, Fiserv. Fiserv has
represented to management that all of the core data processing code has been
renovated to address the Year 2000 issue.

The Company's vendors and suppliers have been contacted for written confirmation
of their product readiness for Year 2000 compliance. Negative or deficient
responses are analyzed and periodically reviewed to prescribe timely actions
within the Company's contingency planning. The Company's main service provider
has completed testing of its mission critical application software and item
processing software; the test results, which have been documented and validated,
indicate the software to be Year 2000 compliant. The Company has authorized the
acceptance of proxy testing by selected data exchange service providers. Federal
Financial Institution Examination Council ("FFIEC") guidance on testing Year
2000 compliance of service providers states that proxy tests are acceptable
compliance tests. In proxy testing, the service provider tests with a
representative sample of financial institutions that use a particular service,
with the results of such testing shared with all similarly situated clients of
the service providers. since the proxy tests have been conducted with financial
institutions that are similar in type and complexity to its own, using the same
version of the Year 2000 ready software and the same hardware and operating
systems. The test results, which have been documented and validated indicate the
data exchange software and item processing activities to be Year 2000 compliant.

The Company also recognizes the importance of determining that its borrowers are
facing the Year 2000 problem in a timely manner to avoid deterioration of the
loan portfolio solely due to this issue. All material relationships have been
identified and questionnaires have been sent to assess the inherent risks. The
Company plans to work on a one-on-one basis with any borrower who has been
identified as having high Year 2000 risk exposure.

Accordingly, management does not believe that the Company has incurred or will
incur material costs associated with the Year 2000 issue since it routinely
upgrades and purchases technologically advanced software and hardware on a
continual basis. However, some reallocation of internal resources and will be
required. There can be no assurances that all hardware and software that the
Company will use will be Year 2000 compliant. Management cannot predict the
amount of financial difficulties it may incur due to customers and vendors
inability to perform according to their agreements with the Company or the
effects that other third parties may cause as a result of this issue. Therefore,
there can be no assurance that the failure or delay of others to address the
issue or that the costs involved in such process will not have a material
adverse effect on the Company's business, financial condition, and results of
operations.

Based on testing results, the Company's mission critical systems have been
deemed to be Year 2000 compliant. Therefore, the Company's contingency plan is
focused on business continuity issues affected by service outages not directly
related to Year 2000 date processing activities. With regards to non-mission
critical systems, the Company's contingency plans are to replace those systems
that test as being noncompliant. Alternatively, some systems could be handled
manually on an interim basis. It is anticipated that the



                                       8
<PAGE>   11

Company's deposit customers will have increased demands for cash in the fourth
quarter of 1999 and correspondingly the Company will maintain higher liquidity
levels.




Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Bank's September 30, 1999 analysis of the impact of changes in
interest rates on net interest income over the next 12 months indicate no
significant changes in the Bank's exposure to interest rate changes since
December 31, 1998. The table below illustrates the simulation analysis of the
impact of a 100 or 200 basis point upward or downward movement in interest
rates. The impact of the rate movement was simulated as if rates change
immediately from September 30, 1999 levels, and remained constant at those
levels thereafter.

<TABLE>
<CAPTION>
                                                         Movement in September 30, 1999 interest rates
                                                      ----------------------------------------------------
                                                       +100 bps        +200 bps      -100 bps     -200 bps
                                                       --------        --------      --------     --------
<S>                                                   <C>             <C>            <C>          <C>
      Net interest income change                      ($357,000)      ($715,000)     $301,000     $603,000
      Net income per share change                       ($0.12)        ($0.25)         $0.10        $0.21

</TABLE>


<PAGE>   12



                           PART II OTHER INFORMATION

1. ITEM LEGAL PROCEEDINGS

         Although the Bank, from time to time, is involved in various legal
proceedings in the normal course of business, there are no material legal
proceedings to which the Bank is a party or to which any of its property is
subject.


2. ITEM CHANGES IN SECURITIES

         None


3. ITEM DEFAULTS UPON SENIOR SECURITIES

         None


4. ITEM SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS

         None


5. ITEM OTHER INFORMATION

         None

6. ITEM EXHIBITS AND REPORTS ON FORM 8-K


         (a) Exhibits. The following exhibits are being filed with this report.

                  Exhibit          Description
                  -------          -----------
                    27             Financial Data Schedule

         (b) Reports on Form 8-K. With the exception of the Form 8-K filed on
August 12, 1999 to announce the signing of a definitive agreement with Camco
Financial, there were no reports on Form 8-K filed during the last quarter of
the fiscal year covered by this report.


                                       10


<PAGE>   13



                                   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 HOMESTEAD FINANCIAL CORPORATION



Date: November 12, 1999                 By:     /s/ Michael P. Brennan
                                             --------------------------------
                                             Michael P. Brennan
                                             (Principal Executive Officer)



Date: November 12, 1999                 By:    /s/ John E. Essen
                                             --------------------------------
                                             John E. Essen
                                             (Principal Financial Officer)


                                       11

<TABLE> <S> <C>

<ARTICLE> 9
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               SEP-30-1999
<CASH>                                             462
<INT-BEARING-DEPOSITS>                           1,661
<FED-FUNDS-SOLD>                                 1,460
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                      5,483
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                        135,977
<ALLOWANCE>                                        327
<TOTAL-ASSETS>                                 149,708
<DEPOSITS>                                      95,536
<SHORT-TERM>                                     1,000
<LIABILITIES-OTHER>                              1,053
<LONG-TERM>                                     29,243
                                0
                                          0
<COMMON>                                            28
<OTHER-SE>                                      22,848
<TOTAL-LIABILITIES-AND-EQUITY>                  22,876
<INTEREST-LOAN>                                  7,624
<INTEREST-INVEST>                                  158
<INTEREST-OTHER>                                   199
<INTEREST-TOTAL>                                 7,981
<INTEREST-DEPOSIT>                               3,388
<INTEREST-EXPENSE>                               4,399
<INTEREST-INCOME-NET>                            3,582
<LOAN-LOSSES>                                       33
<SECURITIES-GAINS>                                  77
<EXPENSE-OTHER>                                  2,436
<INCOME-PRETAX>                                  1,333
<INCOME-PRE-EXTRAORDINARY>                       1,333
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       854
<EPS-BASIC>                                        .44
<EPS-DILUTED>                                      .44
<YIELD-ACTUAL>                                    2.80
<LOANS-NON>                                        210
<LOANS-PAST>                                       186
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                   294
<CHARGE-OFFS>                                        0
<RECOVERIES>                                         0
<ALLOWANCE-CLOSE>                                  327
<ALLOWANCE-DOMESTIC>                               327
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0


</TABLE>


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