KENWOOD BANCORP INC
10QSB, 1999-02-16
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                                   FORM 1O-QSB


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


(Mark One)

[X]    QUARTERLY REPORT UNDER SECTION 13 or 15(d)
       OF THE SECURITIES EXCHANGE ACT OF 1934

       For the quarterly period ended         December 31, 1998
                                              -----------------

                                       OR

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

           For the transition period from               to

                         Commission File Number 0-20907

                              KENWOOD BANCORP, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Delaware                                   31-1457996
- --------------------------------------------------------------------------------
   (State or other jurisdiction or                     (IRS Employer
   incorporation or organization)                    Identification Number)

        7711 Montgomery Road
          Cincinnati, Ohio                                   45236
- --------------------------------------------------------------------------------
        (Address of principal                               (Zip Code)
          executive office)

       Registrant's telephone number, including area code: (513) 791-2834

Check whether the registrant  (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the 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 [ ]

As of February 12, 1999,  the latest  practicable  date,  295,133  shares of the
registrant's common stock, $.01 par value, were issued and outstanding.





                               Page 1 of 13 pages

<PAGE>
                              KENWOOD BANCORP, INC.

                                      Index


                                                                         Page
                                                                         ----

PART I            FINANCIAL INFORMATION

                  Consolidated Statements of Financial Condition            3

                  Consolidated Statements of Income                         4

                  Consolidated Statements of Cash Flows                     5

                  Notes to Consolidated Financial Statements                6

                  Management's Discussion and Analysis of
                  Financial Condition and Results of
                  Operations                                                8


PART II           OTHER INFORMATION                                        12


SIGNATURES                                                                 13




                                      - 2 -

<PAGE>
<TABLE>
<CAPTION>
                                        KENWOOD BANCORP INC.
                                  STATEMENTS OF FINANCIAL CONDITION
                                           (in Thousands)

                               ASSETS

                                                                            December 31  September 30,
                                                                                1998          1998
                                                                             (unaudited)
<S>                                                                          <C>           <C>     
Cash and due from banks ................................................     $  1,709      $    745
Interest bearing deposits in other financial institutions ..............        5,361         2,374
                                                                             --------      --------
               Cash and cash equivalents ...............................        7,070         3,119
Investment securities at amortized cost, approximate market
     value of $498 and $1,502 as of December 31, 1998
     and September 30, 1998 ............................................          500         1,499
Investment securities - available for sale, amortized cost
      of $500 as of September 30, 1998 .................................         --             502
Mortgage-backed securities at cost, approximate market
     value of $171 and $191 as of December 31, 1998
     and September 30, 1998 ............................................          163           181
Mortgage-backed securities available for sale, amortized cost
      of $4,591 and $3,947 as of December 31, 1998
     and September 30, 1998 ............................................        4,603         3,972
Loans receivable .......................................................       34,151        36,211
Loans held for sale - at lower of cost or market .......................        2,325         2,189
Property and equipment, net ............................................          689           354
Federal Home Loan bank stock - at cost .................................          504           495
Accrued interest receivable:
     Loans .............................................................          182           204
     Mortgage-backed securities ........................................           27            25
     Investment securities .............................................         --              18
Prepaid expenses and other assets ......................................           33            80
Prepaid federal income taxes ...........................................         --              22
                                                                             --------      --------

                                                                             $ 50,247      $ 48,871
                                                                             ========      ========


                   LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits ...............................................................     $ 42,236        41,383
Advances from the Federal Home Loan Bank ...............................        2,405         2,429
Accounts payable on mortgage loans services for others .................          384            28
Advances by borrowers for taxes and insurance ..........................          309           220
Other liabilities ......................................................          159            96
Accrued federal income taxes ...........................................           10          --
Deferred federal income taxes ..........................................          147           151
                                                                             --------      --------
               Total liabilities .......................................       45,650        44,307
                                                                             --------      --------

Commitments ............................................................         --            --
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                        KENWOOD BANCORP INC.
                                  STATEMENTS OF FINANCIAL CONDITION
                                           (in Thousands)
                                            (continued)

                              

                                                                            December 31  September 30,
                                                                                1998          1998
                                                                             (unaudited)
<S>                                                                          <C>           <C>     
Stockholders' equity
     Preferred stock - authorized 1,000,000 shares of $.01 par
         value, none issued ............................................         --            --
     Common stock - authorized 4,000,000 shares of $.01 par
         value; 295,133 shares issued and outstanding ..................            3             3
     Additional paid in capital ........................................        1,774         1,774
     Retained earnings - substantially restricted ......................        2,933         2,891
     Shares acquired by Management Recognition Plan ....................          (17)          (17)
     Less unearned ESOP shares .........................................         (104)         (106)
     Unrealized gain on available for sale securities, net of income tax            8            19
                                                                             --------      --------
               Total stockholders' equity ..............................        4,597         4,564
                                                                             --------      --------

                                                                             $ 50,247        48,871
                                                                             ========      ========
</TABLE>
     

                                                 - 3 -
<PAGE>
<TABLE>
<CAPTION>
                              KENWOOD BANCORP INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                 (In thousands)
                                   (Unaudited)

                                                              Three Months ended
                                                                  December 31
                                                              1998         1997
                                                              ----          ----
<S>                                                            <C>           <C>
Interest income
      Loans ..........................................         $738          741
      Mortgage-backed securities .....................           68           59
      Investment securities ..........................           20           45
      Interest bearing deposits and other ............           47           31
                                                               ----         ----
         Total interest income .......................          873          876

Interest expense
      Deposits .......................................          569          579
      Borrowings .....................................           33           27
                                                               ----         ----
         Total interest expense ......................          602          606
                                                               ----         ----

         Net interest income .........................          271          270

Provision for losses on loans ........................          --          --
                                                               ----         ----
         Net interest income after provision
             for losses on loans .....................          271          270
                                                               ----         ----

Other income
      Gain on sale of mortgage loans .................          190          104
      Gain on sale of investments ....................          --          --
      Other operating ................................            8            6
                                                               ----         ----
                                                                198          110
                                                               ----         ----
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                              KENWOOD BANCORP INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                 (In thousands)
                                   (Unaudited)
                                   (continued)

                                                              Three Months ended
                                                                  December 31
                                                              1998         1997
                                                              ----          ----
<S>                                                            <C>           <C>
General, administrative and other expenses
      Employee compensation and benefits .............          237          144
      Occupancy and equipment ........................           36           32
      Federal deposit insurance premiums .............            9           10
      Franchise taxes ................................           14           13
      Other ..........................................           78           74
                                                               ----         ----
         Total general, administrative and
             other expenses ..........................          374          273
                                                               ----         ----

         Income before income taxes ..................           95          107

Federal income taxes
      Current ........................................           32           33
      Deferred .......................................          --          --
                                                               ----         ----
                                                                 32           33
                                                               ----         ----

         Net income ..................................         $ 63           74
                                                               ====         ====

         Earnings per share
             Basic ...................................         $0.22        0.26
                                                               ====         ====
             Diluted .................................         $0.22        0.25
                                                               ====         ====
</TABLE>


                                      - 4 -
<PAGE>
<TABLE>
<CAPTION>

                                        KENWOOD BANCORP INC.
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                               For the three months ended December 31,
                                           (In thousands)
                                             (Unaudited)

                                                                                 1998             1997
                                                                                 ----             ----
<S>                                                                            <C>                 <C>
Cash flows from operating activities:
     Net income for the period ...........................................     $     63            74
     Adjustments to reconcile net income to net cash provided by (used in)
        operating activities:
            Depreciation and amortization ................................            8             8
            Amortization of ESOP .........................................            2             2
            Amortization of premiums and discounts on investments
               and mortgage-backed securities ............................            4          --
            Loans disbursed for sale in the secondary market .............      (16,507)       (7,214)
            Proceeds from sale of loans in the secondary market ..........       16,562         7,773
            Gain on sale mortgage loans ..................................         (190)         (104)
            Federal Home Loan Bank dividends .............................           (9)           (8)
            Increase (decrease) in cash due to changes in:
               Deferred loan costs .......................................           29            (7)
               Accrued interest receivable ...............................           38           (18)
               Prepaid expenses and other assets .........................           34            30
               Accounts payable on mortgage loans serviced for others ....          356            48
               Other liabilities .........................................           63            10
               Accrued federal income taxes ..............................           32            32
                                                                               --------      --------
                  Net cash provided by (used in) operating activities ....          485           626
                                                                               --------      --------

Cash flows provided by (used in) investing activities:
     Principal payments on loans and mortgage-backed securities ..........        5,636         1,187
     Loan disbursements ..................................................       (3,043)       (2,721)
     Purchase of investment securities - held to maturity ................         (500)         --
     Maturity of investment securities ...................................        2,000          --
     Purchase of mortgage-backed securities - available for sale .........       (1,194)         --
     Purchase of office premises and equipment ...........................         (330)         --
     Decrease in certificates of deposit in other financial institutions .         --             285
                                                                               --------      --------
                  Net cash provided by (used in) investing activities ....        2,569        (1,249)
                                                                               --------      --------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                        KENWOOD BANCORP INC.
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                               For the three months ended December 31,
                                           (In thousands)
                                             (Unaudited)
                                             (continued)

                                                                                 1998             1997
                                                                                 ----             ----
<S>                                                                            <C>                 <C>
Cash flows provided by (used in) financing activities:
     Net increase in deposits ............................................          853           258
     Borrowings from FHLB ................................................         --           3,000
     Repayment of FHLB advances ..........................................          (24)       (2,014)
     Advances by borrowers for taxes and insurance .......................           89           108
     Dividends paid on common stock ......................................          (21)          (20)
                                                                               --------      --------
                  Net cash provided by (used in) financing activities ....          897         1,332
                                                                               --------      --------

Net decrease in cash and cash equivalents ................................        3,951           709
Cash and cash equivalents - beginning of period ..........................        3,119         1,382
                                                                               --------      --------
Cash and cash equivalents - end of period ................................     $  7,070         2,091
                                                                               ========      ========

Supplemental  disclosure  of cash flow  information
Cash paid during the period for:
        Federal income taxes .............................................     $   --            --
                                                                               ========      ========

        Interest on deposits and borrowings ..............................     $    620           604
                                                                               ========      ========

</TABLE>

                                                  - 5 -
<PAGE>
                              KENWOOD BANCORP, INC.
                   Notes to Consolidated Financial Statements

1.   Organizational Summary:

      Kenwood  Bancorp,  Inc. (the "Company" or "Bancorp") is a holding  company
      formed in March 1996, in  conjunction  with the second step  conversion of
      Kenwood Savings and Loan  Association from a mutual holding company format
      to a  stock  holding  company  format.  The  second  step  conversion  was
      completed on June 28, 1996, with all the stock of the Association canceled
      and  converted  into  stock of  Bancorp.  Bancorp's  financial  statements
      include the accounts of its wholly owned subsidiary,  Kenwood Savings Bank
      (formerly Kenwood Savings and Loan Association).

2.    Basis of Presentation:

      The  accompanying   unaudited   financial   statements  were  prepared  in
      accordance  with  instructions  for Form  10-QSB  and,  therefore,  do not
      include information or footnotes necessary for a complete  presentation of
      financial  position,  results of  operations  and cash flows in conformity
      with generally accepted accounting  principles.  However,  all adjustments
      (consisting  only of normal  recurring  accruals) which, in the opinion of
      management,  are  necessary  for a  fair  presentation  of  the  financial
      statements  have been  included.  The results of operations  for the three
      month period ended  December 31, 1998, are not  necessarily  indicative of
      the results which may be expected for the entire fiscal year.

3.    Earnings Per Share:

      Basic  earnings per share for the three month periods  ended  December 31,
      1998 and 1997, is computed based on 281,591 and 280,771  weighted  average
      shares outstanding for Bancorp,  respectively.  Diluted earnings per share
      for the three month periods ended  December 31, 1998 and 1997, is computed
      based on 283,053  and  294,661  weighted  average  shares  outstanding  as
      adjusted  for the  stock  compensation  plan  and for the  employee  stock
      ownership plan.


4.    Effects of Recent Accounting Pronouncements:

      In March  1997,  the FASB issued  SFAS No.  128,  "Earnings  per Share" to
      replace the  presentation  on "primary"  and "full  diluted"  earnings per
      share with newly defined "basic" and "diluted" earnings per share. "Basic"
      earnings per share will not include the dilutive  effect of certain common
      stock  equivalents  on earnings.  Diluted  earnings per share reflects the
      potential  dilution  of  securities  that could  share in an  enterprise's
      earnings.  The statements  require dual  presentation of basic and diluted
      earnings  per  share on the  income  statements  for all  entities  having
      complex  capital  structures  and is effective  for  financial  statements
      issued for  periods  ending  after  December  15,  1997.  SFAS No. 128 was
      adopted for the period ending  December 31, 1997.  Prior year earnings per
      share information was restated to conform with the new pronouncement.




                                      - 6 -
<PAGE>
      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  (revenues,  expenses,  gains and
      losses) in financial  statements.  This statement  requires that all items
      that  are  required  to  be  recognized  under  accounting   standards  as
      components of  comprehensive  income be reported in a financial  statement
      that is displayed with the same prominence as other financial  statements.
      This statement  requires that (a) items of other  comprehensive  income be
      classified  by  their  nature  in  a  financial   statement  and  (b)  the
      accumulated balance of other comprehensive  income be displayed separately
      from  retained  earnings  and  additional  paid in  capital  in the equity
      section of the  statement  of  condition.  SFAS No. 130 is  effective  for
      fiscal years  beginning  after December 15, 1997. The Company adopted SFAS
      No. 130 beginning October 1, 1998.

      Comprehensive income for the three months ended December 31, 1998 and 1997
      was $52 and $81,  respectively.  The  difference  between  net  income and
      comprehensive income consists solely of the effect of the unrealized gains
      and losses, net of tax, on available for sale securities.

      In June 1997, the FASB issued SFAS No. 131,  "Disclosure about Segments of
      an Enterprise and Related Information." SFAS No. 131 significantly changes
      the  way  that  public  business   enterprises  report  information  about
      operating  segments in annual and interim  financial  statements issued to
      shareholders.  SFAS  No.  131 uses a  "management  approach"  to  disclose
      financial and descriptive  information  about an  enterprise's  reportable
      operating  segments  which is  based on  management's  method  for  making
      operating decisions and assessing  performance.  SFAS No. 131 is effective
      for financial  statements for periods  beginning  after December 15, 1997.
      There was no effect from the adoption of this pronouncement.






                                      - 7 -

<PAGE>
                              KENWOOD BANCORP INC.

                Management's Discussion And Analysis Of Financial
                       Condition And Results Of Operations

Discussion of Financial  Condition  Changes from  September 30, 1998 to December
31, 1998

At December 31, 1998, the Company had total assets of $50.2 million, an increase
of  approximately  $1.4 million or 2.8% from September 30, 1998. The increase in
assets was due to an increase in cash and cash equivalents partially offset by a
decrease in loans receivable  (including loans held for sale),  which was funded
by deposit growth and accounts payable to mortgages serviced for others.

Cash and cash equivalents increased $3.9 million or 126% during the three months
ended December 31, 1998, as the repayments from loans and maturity of investment
securities were invested in interest bearing deposits.

Loans  receivable  (including  loans held for sale) decreased by $1.9 million or
4.8% to $36.5  million at December  31,  1998 as  compared  to $38.4  million at
September 30, 1998. The Company normally sells all fixed rate one-to-four family
loans originated on the secondary market.  The current consumer demand for fixed
rate loans has impacted the  Company's  adjustable  rate  portfolio as ARM loans
refinanced  to fixed rate  products.  The Company sold $16.4 million of loans in
the secondary market for the three months ended December 31, 1998.

The  Company's  investment  portfolio  consists of  investment  securities,  and
mortgage-backed  securities  (held to  maturity  and  available  for sale).  The
investment  portfolio  decreased  $888,000 or 14.4% over the level maintained at
September  30, 1998.  The decrease in the  investment  portfolio  was due to the
maturity of investment  securities and principal  repayments of  mortgage-backed
securities  partially offset by the net increase in  mortgage-backed  securities
from new purchases during the quarter ended December 31, 1998. The proceeds from
the maturities were invested in interest bearing deposits.

Deposits  totaled $42.2 million at December 31, 1998, an increase of $853,000 or
2.1% from the $41.4 million of deposits at September  30, 1998.  The increase in
deposits is exclusively in the demand deposit accounts. The Company continues to
see a reduction in certificates of deposit due to high competition for the funds
and other savings  vehicles  available to customers.  The Company does not offer
special  rates or terms to  attract  deposits  unless  the  terms  and rates are
favorable  for the Company for the long term.  Demand  accounts  have  increased
during the three months  ended  December  31, 1998 as the  Company's  new demand
products,  and other demand products  established in prior periods,  continue to
generate deposit growth.

The Company is required to meet two minimum capital standards promulgated by the
Office of Thrift  Supervision.  The  capital  standards  generally  require  the
maintenance  of  regulatory  capital  sufficient  to meet a core and  risk-based
capital  requirement.  At December 31, 1998, the Company's core capital  totaled
$4.4 million or 8.7% of adjusted  total assets,  which  exceeded the  respective
minimum  requirements  at that  date of 4.0%  by  $2.4  million.  The  Company's
risk-based  capital  totaled  $4.5  million  at  December  31,  1998 or 20.3% of
risk-weighted  assets,  which  exceeded  the 8.0%  minimum  requirement  by $2.7
million.




                                       -8-
<PAGE>
Comparison of Operating Results for the Three Months Ended December 31, 1998 and
1997

General

Net income for the three months  ended  December  31, 1998  totaled  $63,000,  a
decrease  of S11,000 or 14.9% from the  $74,000  recorded  for the three  months
ended December 31, 1997. The decrease in net income  resulted  primarily from an
increase in compensation  and benefits which was partially offset by an increase
in the gain on sale of mortgage loans.

Net Interest Income

Interest  income on loans for the three months ended December 31, 1998 decreased
$3,000 or .4% due  primarily  to a  decrease  in the  average  balance  of loans
outstanding  period-to-period.  Interest  income on  mortgage-backed  securities
increased $9,000 or 15.2%, due primarily to a higher average balance outstanding
during the three months ended  December 31, 1998 as compared to the three months
ended  December 31, 1997.  Interest  income on investment  securities  decreased
$25,000 or 55.6% due to the reduction in the average balance outstanding for the
period  ended  December  31, 1998 as  compared to the prior three month  period.
Interest income on interest  bearing deposits  increased  $16,000 to $47,000 for
the three months  ended  December 31, 1998 as compared to $475,000 for the three
months  ended  December  31, 1997.  The Company has  utilized  interest  bearing
deposits for excess funds.

Interest expense on deposits  decreased  $10,000 or 1.7% during the three months
ended  December  31, 1998 as compared  to the prior  three  month  period.  This
decrease was due to a decrease in the average yield on deposits during the three
month  period.  The  decrease  in the  yield  is due to  changes  in the  mix of
deposits, an increase in lower rate demand deposit accounts and the reduction in
higher rate  certificates of deposit.  Interest expense on borrowings  increased
$6,000 as the Company had a higher average balance  outstanding during the three
months ended December 31, 1998 as compared to the prior three month period.

As a result of the foregoing  changes in interest  income and interest  expense,
net  interest  income  increased  by $1,000 or .4% during the three months ended
December 31, 1998 as compared to the three months ended December 31, 1997.

Provision for Losses on Loans

The Company  did not record a provision  for losses on loans for the three month
periods ended December 31, 1998 and 1997. The provision for loan losses is based
on the loan portfolio  characteristics,  the amount of delinquent and classified
loans and management's assessment of the inherent risk in lending.

Other Income

Other  income  increased by $88,000  during the three months ended  December 31,
1998 as  compared  to the three month  period  ended  December  31,  1997.  This
increase was due to the $86,000  increase in gain on sale of mortgage loans. The
Company has seen an increase in loans sold on the  secondary  market as consumer
demand for fixed rate loans has increased due to the low rate environment.



                                     - 9 -
<PAGE>
General, Administrative and Other Expenses

General, administrative and other expenses increased by $101,000 or 37.0% during
the three  months  ended  December  31, 1998 as compared to the same three month
period in 1997.  This  increase  was due  primarily to an increase of $93,000 or
64.5% in compensation and benefits.  The increase resulted from additional costs
relating to the  Company's  mortgage loan  origination  office due to the higher
level of loan sales for the quarter as compared to the prior quarter.

Federal Income Taxes

The provision for federal income taxes decreased  $1,000 during the three months
ended  December 31, 1998 as compared to the same period in 1997. The decrease in
the federal  income tax was due to the lower level of taxable  income during the
current  period.  The Company's  effective tax rates amounted to 33.6% and 30.8%
during the three month periods ended December 31, 1998 and 1997, respectively.

"Safe Harbor"  Statement under the Private  Securities  Litigation Reform Act of
1995

In addition to historical information,  forward-looking statements are contained
herein  that are  subject to risks and  uncertainties  that could  cause  actual
results  to  differ  materially  from  those  reflected  in the  forward-looking
statements.  Factors  that  could  cause  future  results  to vary from  current
expectations, include, but are not limited to, the impact of economic conditions
(both  generally  and more  specifically  in the  markets  in which the  Company
operates),  the impact of  competition  for the Company's  customers  from other
providers of financial  services,  the impact of  governmental  legislation  and
regulation  (which  changes  from  time to time and  which  the  Company  has no
control),  and other risks  detailed  in this Form  10-QSB and in the  Company's
other Securities and Exchange Commission ("SEC") filings.  Readers are cautioned
not to place undue reliance on these forward-looking  statements,  which reflect
management's  analysis  only as of the date hereof.  The Company  undertakes  no
obligation  to publicly  revise  these  forward-looking  statements,  to reflect
events or  circumstances  that arise  after the date,  thereof.  Readers  should
carefully review the risk factors described in other documents the Company files
from time to time with the SEC.

Year 2000 Issues
As with all  financial  institutions,  the  Company's  operations  depend almost
entirely on computer systems.  The Company has addressed the potential  problems
associated with the possibility  that the computers which control or operate the
Company's operating systems, facilities and infrastructure may not be programmed
to read four digit date codes and, upon arrival of the year 2000,  may recognize
the two digit code "00" as the year 1900, causing systems to fail to function or
to generate erroneous data.

The Company has  developed an action plan which  assesses  the  magnitude of the
Year 2000  problem,  provides a strategy  that  neutralizes  the impact of these
problems,  develops a contingency  plan to be implemented if critical systems do
not become Year 2000 compliant and develop testing procedures to insure that the
systems  are Year 2000  compliant.  The status of this effort is reported to the
Board of Directors on a regular basis.

All third party  providers of software  have either  certified  their product as
compliant or have  indicated that they will be compliant by the end of the first
quarter of calendar 1999. The major provider of data processing  services to the
Company has completed its migration to a Year 2000 ready platform operating


                                     - 10 -
<PAGE>
system and data base.  Customer  transaction  testing was  completed  during the
fourth  quarter of 1998.  All computer  equipment  has been tested for Year 2000
compliance and any necessary replacements have been made.

The Company has not  identified  any  significant  expenses which are reasonably
likely to be incurred in future  periods in connection  with this issue and does
not expect to incur  significant  expense to implement any necessary  corrective
actions. No assurance can be given, at this time, that significant expenses will
not be incurred in future  periods.  In the  unlikely  event that the Company is
ultimately  required to purchase  replacement  computer  systems,  programs  and
equipment,  or that  substantial  expense must be incurred to make the Company's
current systems,  programs and equipment Year 2000 compliant,  the Company's net
income and finical condition could be adversely affected.

In addition to possible expense  relating to its own systems,  the Company could
incur losses if loan  payments are delayed due to Year 2000  problems  affecting
any of its  significant  borrowers  or  impairing  the payroll  systems of large
employers in the  Company's  primary  market area.  Because the  Company's  loan
portfolio is highly diversified with regard to individual borrowers and types of
businesses and its primary market area is not  significantly  dependent upon one
employer or industry,  the Company does not expect any  significant or prolonged
difficulties that could affect net income or cash flow.






                                     - 11 -


<PAGE>


                              KENWOOD BANCORP, INC.

                                     PART II



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





                                     - 12 -

<PAGE>


                                   SIGNATURES



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






Date   February 12, 1999                 By    /s/ THOMAS W. BURNS
       ------------------                      ------------------------
                                               Thomas W. Burns
                                               Executive Vice President and
                                               Chief Executive Officer



Date   February 12, 1999                 By    /s/ MICHAEL W. KELLY
       ------------------                      -------------------------
                                               Michael W. Kelley
                                               Chief Financial Officer







                                     - 13 -


<TABLE> <S> <C>

<ARTICLE> 9
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          SEP-30-1999
<PERIOD-END>                               DEC-31-1998
<CASH>                                           1,709
<INT-BEARING-DEPOSITS>                           5,361
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                      4,603
<INVESTMENTS-CARRYING>                             663
<INVESTMENTS-MARKET>                               669
<LOANS>                                         36,476
<ALLOWANCE>                                         95
<TOTAL-ASSETS>                                  50,247
<DEPOSITS>                                      42,236
<SHORT-TERM>                                     2,405
<LIABILITIES-OTHER>                              1,009
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                             3
<OTHER-SE>                                       4,594
<TOTAL-LIABILITIES-AND-EQUITY>                  50,247
<INTEREST-LOAN>                                    738
<INTEREST-INVEST>                                   88
<INTEREST-OTHER>                                    47
<INTEREST-TOTAL>                                   873
<INTEREST-DEPOSIT>                                 569
<INTEREST-EXPENSE>                                 602
<INTEREST-INCOME-NET>                              271
<LOAN-LOSSES>                                        0
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                    374
<INCOME-PRETAX>                                     95
<INCOME-PRE-EXTRAORDINARY>                          95
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                        63
<EPS-PRIMARY>                                      .22
<EPS-DILUTED>                                      .22
<YIELD-ACTUAL>                                    2.89
<LOANS-NON>                                          0
<LOANS-PAST>                                        16
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                     16
<ALLOWANCE-OPEN>                                    95
<CHARGE-OFFS>                                        0
<RECOVERIES>                                         0
<ALLOWANCE-CLOSE>                                   95
<ALLOWANCE-DOMESTIC>                                95
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                             95
        

</TABLE>


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