PENNWOOD BANCORP INC
10QSB, 1998-11-13
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                             -----------------------

                                   FORM 10-QSB



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

              For the quarterly period ended September 30, 1998

                                       OR


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

              For the transition period from _____________ to ____________

                         Commission file number 0-21939


                             Pennwood Bancorp, Inc.
- -------------------------------------------------------------------------------
      (Exact Name of Small Business Issuer as Specified in Its Charter)


                Pennsylvania                                 25-1783648
- ----------------------------------------------     ----------------------------
(State or Other Jurisdiction of Incorporation             (I.R.S. Employer
               or Organization)                          Identification No.)


             683 Lincoln Avenue
           Pittsburgh, Pennsylvania                            15202
- -----------------------------------------------    ----------------------------
   (Address of Principal Executive Offices)                  (Zip Code)


                                    (412) 761-1234
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


        Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 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
           ---     ---

        Pennwood Bancorp, Inc. had 657,524 shares of common stock 
outstanding as of November 12, 1998.

        Transitional Small Business Disclosure Format (check one):

Yes      No  X
    ---     ---


<PAGE>



                             PENNWOOD BANCORP, INC.

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                           Page
<S>                                                                         <C>

PART I. FINANCIAL INFORMATION


Item 1. Financial Statements.                                                3

        Consolidated Balance Sheets as of September 30, 1998
        (unaudited) and June 30, 1998                                        3

        Consolidated Statements of Income for the three months
        ended September 30, 1998 and 1997 (unaudited)                        4

        Consolidated Statements of Cash Flows for the three months
        ended September 30, 1998 and 1997 (unaudited)                        5

        Notes to Consolidated Financial Statements                           7

Item 2. Management's Discussion and Analysis of Financial 
        Condition and Results of Operations.                                10

PART II. OTHER INFORMATION


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.                                   14


SIGNATURES

</TABLE>

                                       2

<PAGE>


                             PENNWOOD BANCORP, INC.
                           Consolidated Balance Sheets
   
   
                      (Dollars in Thousands Except Share Data)
   
<TABLE>
<CAPTION>
                                                               Sept. 30     June 30,
                                Assets                           1998         1998 
                                ------                         ---------    ---------
                                                              (Unaudited)

<S>                                                              <C>            <C>

Cash and amounts due from depository institutions                $476           $527 
Money market investments at cost which approximates   
  market value                                                  2,821          2,026 
Investment and mortgage-backed securities:   
  Available-for-sale (Amortized cost of $5,962 and $7,652)      6,078          7,752 
  Held-to-maturity (Market value of $216 and $216)                209            210 
Loans receivable, net                                          38,617         33,625 
Real estate owned, net                                             67             11 
Federal Home Loan Bank stock                                      300            284 
Premises and equipment, net                                     1,250          1,044 
Accrued interest receivable                                       356            331 
Prepaid expenses and other assets                                 235            270 
                                                              -------        ------- 
    Total assets                                              $50,409        $46,080 
                                                              -------        ------- 

            Liabilities and Shareholders' Equity
            ------------------------------------
   
Liabilities:   
  Savings deposits                                            $35,532        $35,754 
  Advances from borrowers for taxes and insurance                 178            392 
  Accrued interest payable on savings deposits                    484            423 
  Borrowed funds                                                6,423          1,432 
  Accrued expenses and other liabilities                          162            118 
                                                              -------        ------- 
    Total liabilities                                          42,779         38,119 
                                                              -------        ------- 
Shareholders' Equity:   
  Common Stock, $.01 par value; 4,000,000 shares authorized;   
    813,419 issued at September 30, 1998                            8              8 
  Additional paid-in capital                                    5,652          5,644 
  Retained earnings, substantially restricted                   4,479          4,427 
  Treasury stock, at cost: 150,895 and 116,025 shares 
    at September 30, 1998 and June 30, 1998, respectively.     (1,957)        (1,526)
  Unearned Employee Stock Ownership Plan shares                  (378)          (391)
  Unearned common stock - Recognition and Retention Plan         (250)          (267)
  Unrealized gain (loss) on securities 
    available-for-sale, net                                        76             66 
                                                              -------        ------- 
    Total shareholders' equity                                  7,630          7,961 
                                                              -------        ------- 
    Total liabilities and shareholders' equity                $50,409        $46,080 
   
</TABLE>

         See accompanying notes to unaudited consolidated financial statements


                                       3

<PAGE>


                           PENNWOOD BANCORP, INC.   
                     Consolidated Statements of Income   
   
                                (Unaudited)   
               (Dollars in Thousands Except Per Share Amounts)   
   

<TABLE>
<CAPTION>
                                                          Three Months Ended  
                                                             September 30,  
                                                           1998         1997 
                                                         --------     --------
<S>                                                       <C>          <C>
  
Interest income:   
  Loans                                                    $804         $644 
  Investment securities                                     110          259 
  Mortgage-backed securities                                 29           34 
  Federal funds sold & other investments                      5            9 
  Money market investments                                   25           21 
                                                         --------     --------
    Total interest income                                   973          967 
   
Interest expense:   
  Interest on savings deposits                              407          422 
  Interest on borrowed funds                                 51           43 
                                                         --------     --------
    Total interest expense                                  458          465 
   
    Net interest income                                     515          502 
   
Provision for loan losses                                    13           15 
                                                         --------     --------
  Net interest income after provision   
    for loan losses                                         502          487 
   
Other income:   
  Service charges                                            16           16 
  Other                                                      19           21 
                                                         --------     --------
    Total other income                                       35           37 
   
Other expenses:   
  Compensation and employee benefits                        206          176 
  Premises and occupancy costs                               54           59 
  Federal insurance premiums                                  5            6 
  Data processing expense                                    19           20 
  Other operating expenses                                   93           86 
                                                         --------     --------
    Total other expenses                                    377          347 
   

    Income before income taxes                              160          177 
   
   
Provision for income taxes                                   61           49 
                                                         --------     --------
    Net income                                              $99         $128 
                                                         --------     --------
Basic earnings per share                                  $0.16        $0.18 
   
Diluted earnings per share                                $0.16        $0.18 
   
Dividend declared per share                               $0.07        $0.08 
   
</TABLE>

     See accompanying notes to unaudited consolidated financial statements

                                       4

<PAGE>

                            Pennwood Bancorp, Inc.
                     Consolidated Statements of Cash Flows
   
                                   (Unaudited)
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                              September 30,
                                                           ------------------

Operating Activities:                                        1998      1997 
- ---------------------                                      --------  --------   
<S>                                                        <C>       <C>

Net Income                                                    $99       $128 
Adjustments to reconcile net income (loss) 
  to net cash provided by operating activities:   
    Depreciation expense                                       14         18 
    Provision for loan and real estate owned losses            13         15 
    (Increase) decrease in accrued interest receivable        (25)       134 
    Decrease (increase) in prepaid expenses and other assets   35        (18) 
    Increase in accrued interest payable on deposits           61         67 
    Other, net                                                (30)        47 
                                                           --------  --------   

             Total adjustments                                 68        263 

        Net cash provided by operating activities             167        391 
   
Investing Activities:   
- ---------------------
   
  Purchases of premises and equipment                        (220)       (11) 
  Purchases of investment and mortgage-backed securities   
    available-for-sale                                       (910)         0 
  Proceeds from maturities of investment and mortgage-   
    backed securities held-to-maturity                          1        200 
  Proceeds from maturities and principal repayments of   
    investment and mortgage-backed securities available-   
    for-sale                                                2,682      5,700 
  Increase in federal funds                                     0       (500) 
  Net (increase) in loans receivable                       (5,005)    (1,696) 
  (Increase) decrease in FHLB Stock                           (16)       155 
  Other, net                                                  (48)       (28) 
                                                           --------  --------   

    Net cash (used) provided by investing activities       (3,516)     3,820 
   
Financing Activities:   
- ---------------------
   
  Net decrease in passbook, club, money market and   
    NOW accounts                                             (189)      (289) 
  Net (decrease) increase in certificates of deposit accounts (33)     1,009 
  Net decrease in advances from borrowers for   
    taxes and insurance                                      (214)      (135) 
  Repayment of ESOP loan                                       (9)       (15) 
  Release of ESOP shares                                       13         12 
  Purchase of Treasury Stock                                 (431)      (163) 
  Increase (decrease) of FHLB Advances                      5,000     (3,000) 
  Dividends paid                                              (47)       (47) 
  Other                                                         3        (17) 
                                                           --------  --------   
        Net cash (used) provided by financing activities    4,093     (2,645) 
   
Net increase in cash and cash equivalents                     744      1,566 
Cash and cash equivalents, beginning of period              2,553      1,804
                                                           --------  -------- 
Cash and cash equivalents, end of period                   $3,297     $3,370
                                                           --------  -------- 
   
</TABLE>

    See accompanying notes to unaudited consolidated financial statements
   
   
                                       5

<PAGE>


                             Pennwood Bancorp, Inc.
                   Consolidated Statements of Cash Flows, Continued   
   
                                  (Unaudited)
                             (Dollars in Thousands)
   
   
<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                              September 30,
                                                           ------------------

Operating Activities:                                        1998      1997 
- ---------------------                                      --------  --------   
<S>                                                        <C>         <C>

Supplemental disclosure of cash flow information:   
  Cash paid during the period for:   
    Interest on savings deposits                            $346       $363 
                                                           --------  --------   
    Income taxes                                              11         25 
                                                           --------  --------   
   
</TABLE>

    See accompanying notes to unaudited consolidated financial statements
   


                                       6


<PAGE>



                             PENNWOOD BANCORP, INC.
              Notes to Unaudited Consolidated Financial Statements


Note 1 - Basis of Presentation

The accompanying unaudited financial statements have been prepared in 
accordance with instructions to Form 10-QSB. Accordingly, they do not include 
all of the information and footnotes required by generally accepted 
accounting principles for complex financial statements. However, such 
information presented 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 September 30, 1998 are 
not necessarily indicative of the results to be expected for the year ending 
June 30, 1999. The unaudited consolidated financial statements and notes 
thereto should be read in conjunction with the audited financial statements 
and notes thereto contained in Pennwood Bancorp, Inc.'s Form 10-KSB for the 
year ended June 30, 1998.

Note 2 - Principles of Consolidation

The accompanying unaudited financial statements of Pennwood Bancorp, Inc. 
(the "Company") include the accounts of the Company and its wholly-owned 
subsidiary, Pennwood Savings Bank (the "Savings Bank"). All significant 
inter-company transactions have been eliminated in consolidation.

Note 3 - Conversion to Stock Form of Ownership

On February 20, 1996, as amended on April 6, 1996, the Board of Trustees 
adopted a plan of conversion whereby the Savings Bank would be converted from 
a Pennsylvania mutual savings bank to a Pennsylvania stock savings bank. The 
conversion was completed on July 12, 1996, and the Savings Bank issued 
610,128 shares of common stock resulting in $6,101,280 in gross proceeds to 
the Savings Bank. Costs of the common stock offering of approximately 
$477,000 were deducted from the offering proceeds.

At the completion of the conversion to stock form, the Savings Bank 
established a liquidation account in the amount of retained earnings set 
forth in the offering circular utilized in the conversion. The liquidation 
account will be maintained for the benefit of eligible savings account 
holders who maintain deposit accounts in the Savings Bank after the 
conversion. In the event of a complete liquidation (and only in such event), 
each eligible savings account holder will be entitled to receive a 
liquidation distribution from the liquidation account in the amount of the 
then current adjusted balance of deposit accounts held, before any 
liquidation distribution may be made with respect to the common shares.

                                       7

<PAGE>


Except for the repurchase of stock and payment of dividends by the Company, 
the existence of the liquidation account will not restrict the use or further 
application of such retained earnings.

The Company may not declare or pay a cash dividend on, or repurchase any of 
its common shares if the effect thereof would cause the Company's 
stockholders' equity to be reduced below either the amount required for the 
liquidation account or the regulatory capital requirements for insured 
institutions.

On January 27, 1997, the Savings Bank completed its reorganization into the 
holding company form of ownership. The resulting holding company is Pennwood 
Bancorp, Inc.

Note 4 - Adoption of New Accounting Principles

In February 1997, the Financial Accounting Standards Board (the "FASB") 
issued Statement of Financial Accounting Standards ("SFAS") No. 128, Earnings 
per Share.  SFAS No. 128 supersedes APB Opinion No. 15, Earnings per Share 
("Opinion No 15") and requires the calculation and dual presentation of Basic 
and Diluted earnings per share ("EPS"), replacing the measures of primary and 
fully-diluted EPS as reported under Opinion No. 15.  SFAS No. 128 is 
effective for financial statements issued for periods ending December 31, 
1997.  Prior year EPS data has been restated to conform with the requirements 
of SFAS No. 128.

The following weighted average shares and share equivalents are used to 
calculate Basic and Diluted EPS for the three months ended September 30, 1998 
and 1997:

<TABLE>
<CAPTION>
                                                        Three months ended
                                            September 30, 1998              September 30, 1997
                                            --------------------------------------------------
<S>                                                  <C>                <C>

Weighted average number of
shares outstanding used to
calculate Basic EPS                                   607,294            719,452

Dilutive securities:                                    6,745              6,016
                                                      -------            -------
Weighted average number of
shares and share equivalents
outstanding used to calculate
Diluted EPS                                           614,039            725,468

</TABLE>

In February 1997, the FASB issued SFAS No. 129, "Disclosure of Information 
about Capital Structure."  SFAS No. 129 summarizes previously issued 
disclosure guidance contained within APB Opinions No. 10 and 15 as well as 
SFAS No. 47.  There will be no changes to the Company's disclosures pursuant 
to the adoption of SFAS No. 129.  This statement is effective for financial 
statements issued for periods ending after December 15, 1997.  Adoption of 
SFAS No. 129 had no impact on the Company's financial statements.

                                       8

<PAGE>

Note 5 - Payment of Dividends

On September 16, 1998, the Company declared a quarterly dividend of $.07 per 
share, payable on October 15, 1998, to shareholders of record of September 
30, 1998.

Note 6 - Employee Stock Ownership Plan ("ESOP")

In connection with the conversion to stock form of ownership, the Company 
formed an ESOP. The ESOP covers employees who have completed at least 1000 
hours of service during a twelve month period and have attained the age of 
21. The ESOP borrowed $488,000 from an independent third party lender to fund 
the purchase of 48,810 shares or 8% of the shares issued in the conversion. 
The loan to the ESOP will be repaid from scheduled discretionary cash 
contributions from the Company sufficient to service the debt over a ten year 
period. Shares are released and allocated to the participants on the basis of 
a compensation formula. ESOP compensation expense for the three months 
September 30, 1998, was approximately $20,000.

Note 7 - Recent Accounting Pronouncements

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income," 
which establishes standards for reporting and display of comprehensive income 
and its components in a full set of general-purpose financial statements. 
Comprehensive income is defined as the change in equity of a business 
enterprise during a period from transactions and other events and 
circumstances from nonowner sources. It includes all changes in equity during 
a period except those resulting from investment by owners and distributions 
to owners.' Only the impact of unrealized gains or losses on securities 
available for sale will be disclosed as an additional component of the 
Company's income under the requirements of SFAS No. 130. This statement is 
effective for fiscal years beginning after December 15, 1997.

In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an 
Enterprise and related Information." SFAS No. 131 establishes standards for 
the way public business enterprises are to report information about operating 
segments in annual financial statements and requires those enterprises to 
report selected information about operating segments in interim financial 
reports issued to shareholders. It also establishes standards for the related 
disclosures about products and services, geographic areas, and major 
customers. SFAS No. 131 supersedes FASB Statement No. 14, "Financial 
Reporting for Segments of a Business Enterprise," but retains the requirement 
to report information about major customers. It amends FASB Statement No. 94, 
"Consolidation of All Majority-Owned Subsidiaries," to remove the special 
disclosure requirements for previously unconsolidated subsidiaries. Adoption 
of SFAS No. 131 had no impact on the Company's financial statements. This 
statement is effective for financial statements for periods beginning after 
December 15, 1997.

In February 1998, the FASB issued SFAS No. 132, "Employer's Disclosures About 
Pensions and Other Post-Retirement Benefits." This statement standardized the 
disclosure requirements

                                       9

<PAGE>

for pensions and other post-retirement benefits and is effective for fiscal 
years beginning after December 15, 1997. Management does not expect SFAS No. 
132 to have a significant impact on the consolidated financial statements of 
the Company.

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

General

    Pennwood Bancorp, Inc. (the "Company") is the holding company for the 
Pennwood Savings Bank (the "Savings Bank"). The operating results of the 
Savings Bank depend primarily upon its net interest income, which is 
determined by the difference between interest income on interest-earning 
assets, which consist principally of loans, investment securities and other 
investments, and interest expense on interest-bearing liabilities, which 
consist principally of deposits and borrowed money. The Savings Bank's net 
income also is affected by its provision for loan losses, as well as the 
level of its other income, including loan fees and service charges and 
miscellaneous items, and its other expenses, including compensation and other 
employee benefits, premises and occupancy costs, federal deposit insurance 
premiums, data processing expense, net loss on real estate owned and other 
miscellaneous expenses, and income taxes.

    On July 12, 1996, the Savings Bank completed its conversion from the 
mutual to the stock form (the "Conversion"). In the Conversion, the Savings 
Bank issued 610,128 shares of common stock, which resulted in net proceeds to 
the Savings Bank of approximately $5.7 million. On January 27, 1997, the 
Savings Bank completed its Reorganization into the holding company form of 
ownership (the "Reorganization"), whereby each outstanding share of common 
stock of the Savings Bank was converted into common stock of the Company and 
the Company acquired all the capital stock of the Savings Bank.

Changes In Financial Condition

    The Company's total assets increased by $4.3 million or 9.3% from $46.1 
million at June 30, 1998 to $50.4 million at September 30, 1998. During the 
three months ended September 30, 1998, the Company's money market investments 
(consisting of interest-bearing deposits with other financial institutions) 
increased by $795,000 or 39.2% while investment and mortgage-backed 
securities (classified as available for sale) decreased by $1.7 million or 
21.8% from $7.8 million at June 30, 1998 to $6.1 million at September 30, 
1998. This was primarily due to maturities and calls of investment securities 
as a result of declining market interest rates. Investment and 
mortgage-backed securities (classified as held-to-maturity) decreased by 
$1,000 and cash and amounts due from depository institutions decreased by 
$51,000 at the quarter ending September 30, 1998. The Company's net loans 
receivable increased $5.0 million or 14.9% from $33.6 million at June 30, 
1998 to $38.6 at September 30, 1998. This was due to an increase in loans on 
single family homes, funded by the proceeds from maturing and called 
investment securities and by FHLB advances. During the quarter, the Company's 
premises and 

                                       10

<PAGE>

equipment increased by $206,000 or 19.7%. This was due to the purchase of 
property, adjacent to the Company's main office, for expansion in the coming 
year. During the quarter, the Company's total liabilities increased by $4.7 
million or 12.3% from $38.1 million at June 30, 1998 to $42.8 million at 
September 30, 1998. Borrowed money increased by $5.0 million or 347.1%, which 
was offset by a decrease in deposit liabilities of $222,000 or 0.6%. 
Shareholders equity decreased by $331,000 or 0.7% during the three months 
ended September 30, 1998, as a result of the purchase of Treasury Stock of 
$431,000 which was partially offset by the market value adjustment on 
investments classified as available for sale of $10,000, $37,000 in employee 
benefit plan shares earned and the year to date net income of $99,000 less 
dividends paid of $46,000.

Results of Operations

    Net Income. The Company reported net income of $99,000 for the three 
months ended September 30, 1998 compared to $128,000 during the three months 
ended September 30, 1997. The $29,000 decrease in net income during such 
period as compared to the 1997 period was the result of a $30,000 increase in 
non interest expenses, a $2,000 decrease in non interest income and a $12,000 
increase in income taxes, which was partially offset by a $13,000 increase in 
net interest income and a $2,000 decrease in loan loss provisions. For the 
three months ended September 30, 1998, the Company's net interest margin 
increased by 5 basis points to 4.47% from 4.42% for the three months ended 
September 30, 1997. The average yield earned on the Company's 
interest-earning assets decreased by 7 basis points, which was offset by a 27 
basis point decrease in the average rate paid on the Company's 
interest-bearing liabilities.

    Net Interest Income. Net interest income increased by $13,000 or 2.6% 
during the three months ended September 30, 1998, as compared to the 1997 
quarter, due to a $680,000 or 1.5% increase in the average balance of 
interest-bearing assets, which had a 7 basis point decrease in the average 
yield earned thereon, which was offset by a $1.6 million or 4.2% increase in 
the average balance of interest-bearing liabilities and a 27 basis point 
decrease in the average rate paid thereon.

    During the three months ended September 30, 1998, total interest income 
increased by $6,000 or 0.6%, as compared to the same period in 1997, 
primarily due to a $160,000 or 24.8% increase in interest earned on loans and 
a $4,000 or 19.0% increase in interest earned on money market investments 
which were offset by a $149,000 or 57.5% decrease in interest earned on 
investment securities, a $5,000 or 14.7% decrease in interest earned on 
mortgage backed securities and a $4,000 or 44.4% decrease in interest earned 
on federal funds and other investments. The increase in interest earned on 
loans was due primarily to a $8.3 million or 29.4% increase in the average 
balance of loans outstanding, which was partially offset by a 33 basis point 
decrease in the average yield earned thereon. The decrease in interest earned 
on investment securities was due primarily to a $7.8 million or 52.3% 
decrease in the average balance of investment securities. The increase in 
interest earned on money market investments was primarily due to a $322,000 
or 16.5% increase in the average balance of money market 

                                       11

<PAGE>

investments. The decrease in interest earned on federal funds sold was due 
primarily to a $128,000 or 30.7% decrease in the average balance of federal 
funds and other investments and a 171 basis point decrease in the average 
yield earned thereon. The decrease in the average yield earned on the 
Company's investment securities reflected calls and maturities of a portion 
of its U.S. Government and agency obligations as a result of declining 
interest rates.

    During the three months ended September 30, 1998, total interest expense 
decreased by $7,000 or 1.5%, as compared to the same period in 1997, due to a 
decrease of $151,000 or 0.6% in the average balance of certificates of 
deposit and a 5 basis point decrease on the average rate paid thereon, and a 
$2.1 million or 91.3% increase in the average balance of borrowed money which 
was offset by a 289 basis point decrease in the average rate paid thereon.

    Provision for Loan Losses. The Company establishes provisions for losses 
on loans, which are charged to operations, in order to maintain the allowance 
for loan losses at a level which is deemed to be appropriate based upon an 
assessment of prior loss experience, the volume and type of lending presently 
being conducted by the Company, industry standards, past due loans, economic 
conditions in the Company's market area generally and other factors related 
to the collectibility of the Company's loan portfolio. During the three 
months ended September 30, 1998, the Company established provisions for loan 
losses of $13,000 compared to $15,000 for the prior 1997 period.

    Other Income. Total other income decreased by $2,000 or 5.4% during the 
three months ended September 30, 1998 as compared to the same quarter in 
1997. The decrease was primarily due to a decrease of $2,000 or 9.5% in other 
miscellaneous income (which consists primarily of rental income earned on 
real estate owned, late charges, service charges and other miscellaneous 
fees).

    Other Expenses. Total other expenses increased by $30,000 during the 
three months ended September 30, 1998 as compared to the same quarter in 1997 
primarily due to a $30,000 or 17.0% increase in compensation and employee 
benefits and a $7,000 or 8.1% increase in other miscellaneous expenses, which 
were offset by a $1,000 or 16.7% decrease in federal insurance premiums, a 
$1,000 or 5.0% decrease in data processing expenses and a $5,000 or 8.5% 
decrease in office occupancy expenses.

    Provision for Income Taxes. The Company incurred an increase of $12,000 
or 24.5% in income tax expense for the three months ended September 30, 1998, 
as compared to the 1997 quarter, partially due to the maturity and call of 
tax exempt investment securities.

Liquidity and Capital Resources

    The Company's primary source 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 

                                       12

<PAGE>

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 other interest-earning assets 
which provide liquidity to meet lending requirements. Although the Company 
has been able to generate enough cash through the retail deposit market, its 
traditional funding source, the Company may, to the extent deemed necessary, 
utilize other borrowing sources, consisting primarily of advances from the 
Federal Home Loan Bank of Pittsburgh. At September 30, 1998, the Company had 
$6.0 million of outstanding advances from the FHLB of Pittsburgh.

    Liquidity management is both a daily and long-term function. Excess 
liquidity is generally invested in short-term investments such as cash and 
cash equivalents, including money market investments and federal funds sold, 
and U.S. Government and agency obligation. On a longer-term basis, the 
Company invests in various lending products and investment securities. The 
Company uses its sources of funds primarily to meet its ongoing commitments 
to pay maturing savings certificates and savings withdrawals, fund loan 
commitments and maintain an investment securities portfolio. At September 30, 
1998, the total commitments outstanding (excluding undisbursed portions of 
loans in process) amounted to $4.0 million in mortgage loans and $693,000 in 
unused lines of credit. At the same date, the unadvanced portion of loans in 
process approximated $1.9 million. Certificates of deposit scheduled to 
mature in three months or less at September 30, 1998, totaled $3.1 million. 
Management of the Company believes that the Company has adequate resources, 
including principal payments and repayments of loans an maturing investments, 
to fund all of its commitments to the extent required. Based upon its 
historical run-off experience, management believes that a significant portion 
of maturing deposits will remain with the Company.

    As of September 30, 1998, the Company has regulatory capital, which was 
in excess of required amounts.

Year 2000 Compliance

    The Company has developed a plan of action to help insure that its 
operational and financial systems will not be adversely affected by year 2000 
software/hardware failures due to processing errors arising from calculations 
using the year 2000 date. While the Company believes it is doing everything 
technologically and operationally possible to assure year 2000 compliance, it 
is to a large extent dependent upon vendor cooperation. The Company is 
requiring its computer systems and software vendors to represent that the 
products provided are or will be year 2000 compliant. Any year 2000 
compliance failures could result in additional expenses or business 
disruptions to the Company which are currently unknown and are believed to be 
immaterial. The Company does not itself internally program any major 
operating system of the Company; therefore, the Company does not expect to 
incur material costs for remediation efforts. Testing of all critical systems 
is expected to be completed by the end of the Company's fiscal year. To date, 
no significant problems have been encountered.

                                       13

<PAGE>

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

         Not applicable.

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.

         Not applicable.

Item 5.  Other Information.

         Not applicable.

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

     a)  Exhibits

         27  Financial Data Schedule

     b)  Reports on Form 8-K

         None


                                       14

<PAGE>



                                   SIGNATURES


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


                             PENNWOOD BANCORP, INC.



Date: November 13, 1998                   By: /s/ Paul S. Pieffer
                                             ----------------------------------
                                              Paul S. Pieffer, President and
                                                Chief Executive Officer


Date: November 13, 1998                   By: /s/ James W. Kihm
                                             ----------------------------------
                                              James W. Kihm, Vice President and
                                                Secretary (principal financial
                                                officer)
















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