PARK BANCORP INC
10-Q, 1996-08-14
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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<PAGE> 1


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

                                   FORM 10-Q

(Mark One)

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

                  For the quarterly period ended June 30, 1996

                                      or

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

For the transition period from                        to
                               -----------------------   -----------------------
 
                          Commission File Number 0-20867

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

DELAWARE                                                          36-4082530
- --------------------------------------------------------------------------------
(State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                        Identification No.)   

2740 WEST 55TH STREET, CHICAGO, ILLINOIS                               60632
- --------------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip Code)

                                (312) 434-6040
- --------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)

                                Not Applicable
- --------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                       if changed since last report)

      Indicate by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. |_|Yes |X| No

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

      Indicate the number of shares  outstanding of each of the issuer's classes
of common stock, as of the latest  practicable date:  2,701,441 shares of common
stock, par value $.01 per share, were outstanding as of August 12, 1996.


<PAGE> 2



                              PARK BANCORP, INC.
                                   FORM 10-Q
                                     INDEX

                                                                         PAGE
                                                                         ----

PART I         FINANCIAL INFORMATION                                        3

     Item 1    Consolidated Statements of Financial Condition            
               June 30, 1996 and December 31, 1995                          3

               Consolidated Statements of Income
               Three Months and Six Months Ended
               June 30, 1996 and 1995                                       4

               Consolidated Statements of Cash Flows
               Six Months Ended June 30, 1996 and 1995                      5

               Notes to Consolidated Financial Statements                   6

      Item 2   Management's  Discussion and Analysis of
               Financial Condition and Results of Operations                8


PART II        OTHER INFORMATION                                           12

               Item 1 Legal Proceedings                                    12

               Item 2 Changes in Securities                                12

               Item 3 Defaults Upon Senior Securities                      12

               Item 4 Submission of Matters to a Vote of Security Holders  12

               Item 5 Other Information                                    12

               Item 6 Reports on Form 8-K                                  12


SIGNATURES                                                                 13



<PAGE> 3



                        PART I -- FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS.

<TABLE>
<CAPTION>


                                PARK BANCORP, INC. AND SUBSIDIARY
          
                          CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                                                                                    JUNE 30,     DECEMBER 31,
                                                                                     1996            1995
                                                                                -------------   -------------
                                                                                         (UNAUDITED)
                       ASSETS
<S>                                                                            <C>                 <C>         
Cash and due from banks......................................................  $    550,336        $  1,022,730
Interest-bearing deposit accounts in other financial institutions............     1,140,396          11,767,256
                                                                               ------------        ------------
         Total cash and cash equivalents.....................................     1,690,732          12,789,986
Securities available-for-sale................................................    49,652,927          37,134,427
Securities held-to-maturity..................................................    34,713,947          42,493,838
Loans receivable, net .......................................................    62,801,173          60,538,247
Federal Home Loan Bank stock.................................................       756,000             675,700
Real estate held for development.............................................     1,466,158           1,624,809
Premises and equipment, net..................................................     2,450,469           2,088,311
Accrued interest receivable..................................................     1,331,687           1,189,922
Foreclosed real estate.......................................................        49,801              49,801
Other assets.................................................................       302,478             354,298
                                                                               ------------        ------------
TOTAL ASSETS.................................................................  $155,215,372        $158,939,339
                                                                               ============        ============

               LIABILITIES AND EQUITY
LIABILITIES:
   Deposits..................................................................  $132,660,086        $130,502,992
   Advances from borrowers for taxes and insurance...........................     1,245,522           1,117,384
   Federal Home Loan Bank advances...........................................     3,000,000           9,000,000
   Accrued interest payable..................................................       135,911             183,867
   Other liabilities.........................................................       515,760             601,798
                                                                                -----------         -----------
      Total liabilities......................................................   137,557,279         141,406,041
                                                                                -----------         -----------
EQUITY
   Preferred stock, $0.01 par value, 1,000,000 shares
     authorized and unissued.................................................            --                  --
   Common Stock, $.01 par value, 9,000,000 shares
     authorized; 0 shares issued and outstanding.............................            --                  --
   Additional paid-in capital................................................
   Retained earnings, substantially restricted...............................    17,951,264          17,456,619
   Unearned shares held by employee stock ownership plan.....................            --                  --
   Unrealized gain (loss) on securities available-for-sale, net of
     taxes...................................................................      (293,171)             76,679
                                                                                -----------         -----------
      Total equity...........................................................    17,658,093          17,533,298
                                                                                -----------         -----------
TOTAL LIABILITIES AND EQUITY.................................................  $155,215,372        $158,939,339
                                                                                ===========         ===========

</TABLE>



<PAGE> 4

<TABLE>
<CAPTION>

     
                                        PARK BANCORP, INC. AND SUBSIDIARY
                                        CONSOLIDATED STATEMENTS OF INCOME

                                                             FOR THE THREE MONTHS           FOR THE SIX MONTHS
                                                                    ENDED                         ENDED
                                                                   JUNE 30,                      JUNE 30,
                                                          ---------------------------  ----------------------------
                                                               1996          1995           1996           1995
                                                          -------------  ------------  -------------  -------------

<S>                                                        <C>            <C>            <C>            <C>       
Interest income:
  Loans receivable...................................      $1,277,183     $1,281,384     $2,651,738     $2,502,449
  Securities.........................................       1,334,500      1,148,435      2,603,551      2,293,892
                                                           ----------     ----------     ----------     ----------
     Total...........................................       2,611,683      2,429,819      5,255,289      4,796,341
                                                           ----------     ----------     ----------     ----------
Interest expense:
  Deposits...........................................       1,556,373      1,382,949      3,108,512      2,615,584
  Federal Home Loan Bank advances....................           3,913          1,825          5,241         98,358
                                                           ----------     ----------     ----------     ----------
     Total...........................................       1,560,286      1,384,774      3,113,753      2,713,942
                                                           ----------     ----------     ----------     ----------

Net interest income .................................       1,051,397      1,045,045      2,141,536      2,082,399
Provision for loan losses............................              --         10,000             --         25,000
                                                           ----------     ----------     ----------     ----------

Net interest income after provision for                    
   loan losses.......................................       1,051,397      1,035,045      2,141,536      2,057,399
                                                           ----------     ----------      ---------     ----------

Noninterest income:
  Gain on sale of securities.........................              --             --             --         14,264
  Income on sale of real estate held for
    development......................................          17,804         56,286         42,754        311,186
  Service fee income.................................          49,620         27,649         87,384         56,886
  Other operating income.............................          12,620         11,416         26,733         21,123
                                                           ----------     ----------     ----------     ----------
     Total noninterest income........................          80,044         95,351        156,871        403,459
                                                           ----------     ----------     ----------     ----------
Noninterest expense:
  Compensation and benefits..........................         432,040        416,062        868,301        837,439
  Occupancy and equipment expense....................          99,810        117,533        225,842        234,508
  Federal deposit insurance premiums.................          83,500         78,000        166,172        158,471
  Data processing services...........................          34,778         27,116         67,597         57,333
  Advertising........................................           6,848         34,331         24,651         55,633
  Stationery, printing and supplies..................          31,657         25,046         42,703         42,718
  (Gain) loss on sale of foreclosed real estate......              --             --          3,572             --
  Other operating expense............................          71,850         72,123        144,929        138,180
                                                           ----------     ----------     ----------     ----------

     Total noninterest income........................         760,483        770,211      1,543,767      1,524,282
                                                           ----------     ----------     ----------     ----------

  Income before income taxes.........................         370,958        360,185        754,640        936,576
  Income tax expense.................................         129,785        106,158        259,995        306,631
                                                           ----------     ----------     ----------     ----------

     Net income.......................................     $  241,173     $  254,027     $  494,645     $  629,945
                                                           ==========     ==========     ==========     ==========
</TABLE>




<PAGE> 5

<TABLE>
<CAPTION>


                       PARK BANCORP, INC. AND SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (DOLLARS IN THOUSANDS)

                                                                                     SIX MONTHS ENDED
                                                                                         JUNE 30,
                                                                          --------------------------------------
                                                                                 1996               1995
                                                                          -----------------    -----------------

<S>                                                                           <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                    $   494,645       $   629,945
Adjustments to reconcile net income to net cash
from operating activities:
     Net premium (discount) amortization                                          148,692           193,449
     (Gain) loss on sale of real estate                                           (42,754)         (311,186)   
     Depreciation                                                                  84,000            66,000
     Provision for loan losses                                                         --            25,000
     Gain on sale of securities                                                        --           (14,264)
Increase (decrease) in other assets and accrued interest receivable               (89,945)           87,592 
Increase (decrease) in other liabilities and accrued interest payable              99,894           315,303
                                                                              -----------        ----------
     Net cash from operating activities                                           694,532           991,839

CASH FLOWS FROM INVESTING ACTIVITIES:
Net (increase) decrease in loans                                               (2,262,926)       (1,876,790)
Proceeds from sales/calls/maturities/
   prepayment of available-for-sale securities                                 12,355,781        11,069,713     
Proceeds from calls/maturities of held-to-maturity securities                  19,580,231         3,414,502 
Purchase of available-for-sale securities                                     (25,432,051)       (4,990,000)
Purchase of held-to-maturity securities                                       (11,995,000)               --              
(Purchase) redemption of FHLB stock                                               (80,300)          (10,200)   
Net (increase) decrease in real estate held for development                       201,405         1,437,778
Expenditures for premises and equipment                                          (446,158)          (29,999) 
                                                                              -----------        ----------
Net cash from (used in) investing activities                                   (8,079,018)        9,015,004

CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposits                                             2,157,094         4,383,506   
Net decrease in T&I advances from borrowers                                       128,138            10,530
Net increase (decrease) in FHLB advances                                       (6,000,000)       (8,000,000)
                                                                              -----------        ----------       
     Net cash from (used in) financing activities                              (3,714,768)       (3,605,964)
                                                                              -----------        ----------

Increase (decrease) in cash and cash equivalents                              (11,099,254)        6,400,879
Cash and cash equivalents at beginning of year                                 12,789,986         2,573,232
                                                                              -----------        ----------
Cash and cash equivalents at end of year                                      $ 1,690,732        $8,974,111
                                                                              ===========        ==========
</TABLE>


<PAGE> 6

                                PARK BANCORP, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying  consolidated financial statements include the accounts of Park
Bancorp,  Inc.  (the  Company)  and its  wholly-owned  subsidiary,  Park Federal
Savings Bank. All significant  intercompany  accounts and transactions have been
eliminated in consolidation.

These interim  financial  statements are prepared  without audit and reflect all
adjustments which, in the opinion of management, are necessary to present fairly
the  consolidated  financial  position of the Company at June 30, 1996,  and its
results of operations and statement of cash flows for the periods presented. All
such   adjustments  are  normal  and  recurring  in  nature.   The  accompanying
consolidated  financial  statements  do not purport to contain all the necessary
financial  disclosures required by generally accepted accounting principles that
might  otherwise  be  necessary  in the  circumstances  and  should  be  read in
conjunction with the consolidated financial statements and notes thereto of Park
Federal  Savings Bank included in the June 26, 1996  Subscription  and Community
Offering Prospectus.

The  provision for income taxes is based upon the effective tax rate expected to
be applicable for the entire year.


NOTE 2 - ADOPTION OF PLAN OF CONVERSION

On March  21,  1996,  the  Board of  Directors  of the  Bank  adopted  a Plan of
Conversion  to convert from a federal  mutual  savings  bank to a federal  stock
savings bank with the concurrent  formation of a holding company. The conversion
completed on August 9, 1996 through the amendment of the Bank's  charter and the
sale  of  the  holding  company's  common  stock  in  an  amount  equal  to  the
consolidated  pro forma market  value of the holding  company and the Bank after
giving effect to the conversion.

The Board of  Directors  of the Bank or the holding  company  intend to adopt an
Employee  Stock  Ownership  Plan and various stock option and  incentive  plans,
subject  to  ratification  by the  stockholders  of the  holding  company  after
conversion,  if such  stockholder  approval is required by any  regulatory  body
having  jurisdiction  to  require  such  approval.  In  addition,  the  Board of
Directors is authorized to enter into employment contracts with key employees.

At the  time of conversion,  the Bank established  a  liquidation  account in an
amount  equal to its total net worth as of the  latest  statement  of  financial
condition appearing in the final


<PAGE> 7


                              PARK BANCORP, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)


NOTE 2 - ADOPTION OF PLAN OF CONVERSION (Continued)

prospectus.  The liquidation  account is  maintained for the benefit of eligible
depositors  who  continue  to  maintain  their  accounts  at the Bank  after the
conversion.  The liquidation account will be reduced annually to the extent that
eligible depositors have reduced their qualifying deposits. Subsequent increases
will not  restore an  eligible  account  holder's  interest  in the  liquidation
account. In the event of a complete liquidation, each eligible depositor will be
entitled to receive a  distribution  from the  liquidation  account in an amount
proportionate  to the current  adjusted  qualifying  balances for accounts  then
held. The liquidation account balance is not available for payment of dividends.

Subsequent to the conversion,  the Bank may not declare or pay cash dividends on
or  repurchase  any of its shares of common  stock,  if the effect  would  cause
stockholder's   equity  to  be  reduced  below  applicable   regulatory  capital
maintenance  requirements  or if such  declaration  and payment would  otherwise
violate regulatory requirements.

Conversion costs have been deferred and deducted from the proceeds of the shares
sold in the  conversion.  

NOTE 3 - RECAPITALIZATION OF SAIF

The deposits of savings associations, such as the Bank, are presently insured by
the  Savings  Association  Insurance  Fund  (SAIF),  which,  along with the Bank
Insurance  Fund (BIF),  is one of the two insurance  funds  administered  by the
Federal Deposit  Insurance  Corporation  (FDIC).  It is not anticipated that the
SAIF will be adequately  recapitalized until 2002, absent a substantial increase
in premium rates or the imposition of special  assessments or other  significant
developments,  such as a merger of the SAIF and the BIF. A recapitalization plan
under consideration by the Treasury  Department,  the FDIC, the Office of Thrift
Supervision (OTS) and the Congress provides for a special  assessment of .85% to
 .90% to be imposed on all SAIF  insured  deposits.  No  assurance  can be given,
however, as to whether the recapitalization plan will be implemented.


<PAGE> 8


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

                              PARK BANCORP, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS


The following discussion compares the financial condition of Park Bancorp,  Inc.
and its wholly-owned subsidiary, Park Federal Savings Bank, at December 31, 1995
to June 30, 1996 and the results of  operations  for the three months ended June
30, 1996 and the six months ended June 30, 1996,  with the same periods in 1995.
This  discussion  should  be read in  conjunction  with  the  interim  financial
statements and footnotes included herein.

FINANCIAL CONDITION

Total assets at June 30, 1996 were $155.2 million  compared to $158.9 million at
December 31, 1995, a decrease of $3.7 million.  The Bank increased the amount of
net loans  receivable by $2.3 million from $60.5 million at December 31, 1995 to
$62.8 million at June 30, 1996 and decreased cash and cash  equivalents by $11.1
million  from $12.8  million at December  31,  1996 to $1.7  million at June 30,
1996. In addition,  securities  available-for-sale increased by $12.5 million to
$49.7 million at June 30, 1996, while securities  held-to-maturity  decreased by
$7.8 million during the same period.

Total  liabilities  at June 30,  1996 were  $137.6  million  compared  to $141.4
million at  December  31,  1995,  a decrease  of $3.8  million.  Total  deposits
increased  by $2.2  million  from $130.5  million at December 31, 1995 to $132.7
million at June 30,  1996 due  principally  to an increase  in  certificate  and
savings accounts.

Equity at June 30, 1996 was $17.7 million  compared to $17.5 million at December
31, 1996, an increase of $125,000,  due to primarily to earnings of $495,000 for
the six  months  ended  June 30,  1996,  offset by a  $370,000  increase  in the
unrealized loss on securities available-for-sale.

RESULTS OF OPERATIONS

Net income  decreased  5.1% from $254,000 for the quarter ended June 30, 1995 to
$241,000 for the quarter  ended June 30, 1996.  The net income for the six month
period was down 21.4% from  $630,000  through June 30, 1995 to $495,000  through
June 30, 1996.

Net interest income remained  relatively stable for the three month period ended
June 30, 1996  compared to the same period in 1995 and for the six month  period
ended June 30, 1996 compared to the same period in 1995.

The provision for loan losses decreased $10,000 for the three month period ended
June 30, 1996 compared to the same period in 1995 and decreased  $25,000 for the
six month period ended June 30, 1996  compared to the same period in 1995.  This
decrease was based on management's assessment of risk factors, which affects the
allowance  for loan losses.  As of June 30, 1996,  the allowance for loan losses
was approximately .79% of net loans receivable.


<PAGE> 9


Non-interest  income for the Bank  decreased  from  $95,000  for the three month
period  ended June 30, 1995 to $80,000 for the same three month  period in 1996.
This  decrease was the result  primarily of a decline in income from the sale of
real estate held for  development as the Bank completed the Rose Hill project in
1995 and began its development  activities in the Prairie Ridge project in 1996.
Non-interest  income decreased from $403,000 for the six month period ended June
30, 1995 to $157,000  for the six month  period  ended June 30,  1996,  also due
primarily  to the decline in  income  from  the  sale of real  estate  held  for
development.

Non-interest  expense  decreased  from $770,000 for the three month period ended
June 30, 1995 to $760,000 for the three month  period  ended June 30, 1996.  The
Bank's non-interest  expense remained relatively stable for the six month period
ended June 30, 1995 compared to the six month period ended June 30, 1996.

The Bank's  federal  income tax expense  increased  from  $106,000 for the three
month  period  ended June 30, 1995 to $130,000  for the three month period ended
June 30,  1996.  The federal  income tax expense for the six month  period ended
June 30, 1995 of $307,000  decreased  to $260,000 for the six month period ended
June 30,  1996.  The  changes in income tax for both  periods  was the result of
changes in net income before federal income tax expense.

LIQUIDITY

The Bank is required to maintain  minimum  levels of liquid assets as defined by
Bank regulators.  The Bank's general  objective for liquidity is to be above 8%;
however,  the Bank's  liquidity ratio does fluctuate,  but has been in excess of
the required and targeted levels.  The Bank's  regulatory  liquidity at June 30,
1996 was 48.8%.

At June 30, 1996, the Bank had $1.8 million in  commitments to originate  loans,
including standby letters of credit of $936,000.

The Bank is  positioned  to invest a  portion  of the  funds  acquired  from the
proceeds of the conversion into lending  opportunities as they become available.
Initially,  it is expected the Bank's  liquidity  will rise after the conversion
until such  lending  opportunities  occur.  In the  interim,  the Bank will also
invest  a  portion  of these  funds  in high  grade,  minimal  risk,  short-term
securities.

CAPITAL RESOURCES

The Bank is subject to three capital to asset  requirements  in accordance  with
Bank regulations.  The following table summarizes the Bank's regulatory  capital
requirements versus actual capital as of June 30, 1996:

<TABLE>
<CAPTION>


                                  ACTUAL             REQUIRED            EXCESS
                                  ------             --------            ------
                            AMOUNT      %       AMOUNT      %      AMOUNT       %
                            ------      -       ------      -      ------       -
                                                  (IN THOUSANDS)
                                                  --------------
 
   <S>                     <C>         <C>      <C>        <C>     <C>         <C> 
Capital requirements:
   Tangible..........      $16,485     10.7%    $2,313     1.5%    $14,172      9.2%
   Core leverage capital    16,485     10.7     4,625      3.0      11,860      7.7
   Risk-based capital       16,985     37.7     3,607      8.0      13,378     29.7

</TABLE>


<PAGE> 10



NEW ACCOUNTING STANDARDS

In May 1993, the Financial  Accounting  Standards Board ("FASB") issued SFAS No.
114,  "Accounting by Creditors for Impairment of a Loan" ("SFAS No. 114"), which
was amended by SFAS No. 118. Under the provision of SFAS No. 114, as amended,  a
loan is considered impaired when, based on current information and events, it is
probable  that a creditor will be unable to collect all amounts due according to
the contractual terms of the loan agreement.  SFAS No. 114 requires creditors to
measure  impairment of a loan based on the present value of expected future cash
flows  discounted  at the  loan's  effective  interest  rate or, as a  practical
expedient,  at the  loan's  observable  market  price or the  fair  value of the
collateral if the loan is collateral  dependent.  If the measure of the impaired
loan is less  than  the  recorded  investment  in the  loan,  a  creditor  shall
recognize an impairment by recording a valuation  allowance with a corresponding
charge to the provision for loan losses. The Bank adopted the provisions of SFAS
No. 114 effective in 1995.  The adoption of SFAS No. 114 did not have a material
impact on the results of operations or financial condition of the Bank.

In March 1995, the FASB issued Statement of Financial  Accounting  Standards No.
121 ("SFAS No. 121"),  "Accounting  for the  Impairment of Long Lived Assets and
for Long Lived Assets to be Disposed  Of." SFAS No. 121 requires that long lived
assets and certain identifiable  intangibles be reviewed for impairment whenever
events or circumstances indicate that the carrying amount of an asset may not be
recoverable. However, SFAS No. 121 does not apply to financial instruments, core
deposit intangibles, mortgage and other servicing rights or deferred tax assets.
The  adoption  of SFAS No.  121 in 1996 did not have a  material  effect  on the
Bank's income or financial condition.

In May 1995, the FASB issued Statement of Financial Accounting Standards No. 122
("SFAS No.  122"),  "Accounting  for Mortgage  Servicing  Rights."  SFAS No. 122
requires an institution that purchases or originates mortgage loans and sells or
securitizes  those loans with  servicing  rights  retained to allocate the total
cost of the  mortgage  loans to the  mortgage  servicing  rights  and the  loans
(without the mortgage  servicing rights) based on their relative fair values. In
addition,  institutions  are required to assess  impairment  of the  capitalized
mortgage servicing  portfolio based on the fair value of those rights.  SFAS No.
122 is effective for fiscal years beginning after December 15, 1995. Adoption of
this  statement  did not  have a  material  impact  on the  Bank's  earnings  or
financial condition.  SFAS 122 will be superseded by SFAS No. 125 after December
31, 1996.

In November 1995, the FASB issued  Statement of Financial  Accounting  Standards
No. 123,  "Accounting  for Stock Based  Compensation,"  ("SFAS No.  123").  This
statement  establishes  financial  accounting standards for stock-based employee
compensation  plans.  SFAS No. 123 permits the Bank to choose  either a new fair
value based method or the current APB Opinion 25 intrinsic value based method of
accounting for its stock-based compensation arrangements.  SFAS No. 123 requires
pro forma  disclosures of net earnings and earnings per share computed as if the
fair value based method had been applied in  financial  statements  of companies
that continue to follow  current  practice in accounting  for such  arrangements
under Option 25. The  disclosure  provisions  of SFAS No. 123 are  effective for
fiscal years  beginning  after December 15, 1995. Any effect that this statement
will  have  on  the  Bank  will  be  applicable  upon  the  consummation  of the
Conversion.



<PAGE> 11

In June 1996, the Financial  Accounting  Standards  Board released  Statement of
Financial   Accounting   Standard  No.  125,   "Accounting   for  Transfers  and
Extinguishments of Liabilities".  SFAS No. 125 provides accounting and reporting
standards for transfers and servicing of financial assets and extinguishments of
liabilities.  SFAS No. 125  requires a  consistent  application  of a financial-
components  approach  that focuses on control.  Under that  approach,  after the
transfer of financial  assets,  an entity recognizes the financial and servicing
assets its  controls  and the  liabilities  it has  incurred,  and  derecognizes
liabilities  when  extinguished.  SFAS 125 also supercedes SFAS 122 and requires
that servicing  assets and liabilities be subsequently  measured by amortization
in proportion  to and over the period of estimated net servicing  income or loss
and requires  assessment for asset  impairment or increases  obligation based on
their  fair  values.  SFAS No.  125  applies to  transfers  and  extinguishments
occurring  after December 31, 1996 and early or  retroactive  application is not
permitted.  Management  anticipates  that the  adoption of SFAS No. 125 will not
have a material impact on the financial condition or operations of the Bank.


LEGISLATIVE MATTERS

     Legislation  is  pending in  Congress  to  mitigate  the effect of the Bank
Insurance  Fund ("BIF")  Savings  Association  Insurance  Fund ("SAIF")  premium
disparity.  Under the legislation a special  assessment  would be imposed on the
amount of deposits held by SAIF- member institutions,  including the Bank, as of
a specified date, currently March 31, 1995, to recapitalize the SAIF. The amount
of the special  assessment  would be left to the  discretion  of the FDIC but is
generally  estimated at between 79 to 85 basis points of insured  deposits.  The
legislation  would also require that the BIF and SAIF be merged,  provided  that
subsequent  legislation is enacted  requiring  federal  savings  associations to
become  national  banks  or  state  chartered  banks  or  thrifts,  and that the
Financing  Insurance Company ("FICO") payments be spread across all BIF and SAIF
members.  The  payment  of the  special  assessment  would  have the  effect  of
immediately  reducing the capital of  SAIF-member  institutions,  net of any tax
effect;  however,  it would not affect the Bank's compliance with its regulatory
capital  requirements.  Management cannot predict whether  legislation  imposing
such an assessment will be enacted,  or, if enacted,  the specific terms of such
legislation  including the amount of any special assessment and when and whether
ongoing SAIF  premiums will be reduced to a level equal to that of BIF premiums.
Management  can also not predict  whether or when the BIF and SAIF will merge. A
significant  increase  in  SAIF  insurance  premiums  or a  significant  special
assessment to  recapitalize  the SAIF would likely have an adverse effect on the
operating expenses of the Company. The assessment of an 79 to 85 basis point fee
to recapitalize  the SAIF would result in a $956,000 to $1.0 million  payment on
an after-tax basis.

     Legislation  regarding  bad debt  recapture has been passed by Congress and
sent to the President  for  signature.  The  legislation  requires  recapture of
reserves accumulated after 1987. The recapture tax on post 1987 reserves must be
paid over a six year  period  starting  in 1996.  The  payment of the tax can be
deferred in each of 1996 and 1997 if an institution originates at least the same
average annual  principal amount of mortgage loans that it originated in the six
years prior to 1996.  Management has not assessed the impact of this legislation
on the operations of the Company.

     No assurance can be given as to whether legislation as discussed above will
be enacted or, if enacted, what the terms of such legislation would be.



<PAGE> 12

                           PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

                None

ITEM 2.  CHANGES IN SECURITIES.

                None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

                None

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

                None

ITEM 5.  OTHER INFORMATION.

                None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

                (a)   Exhibits -  Not applicable.

                      3.1   Certificate of Incorportion of Park Bancorp, Inc.*

                      3.2   Bylaws of Park Bancorp, Inc.*

                      27    Financial Data Schedule

                (b)   Reports on Form 8-K.  No reports on Form 8-K were filed
                      by the Registrant during the quarter ended June 30, 1996.

                ---------------------------

                * Incorporated  herein  by reference  into   this  document from
                  Exhibits  to Form S-1,  Registration  Statement,  filed May 2,
                  1996, as amended, Registation No. 333-4380.


<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.


                                         PARK BANCORP, INC.



                                         /s/ David A. Remijas
                                         --------------------------------------
   Date:  August 14, 1996                David A. Remijas
                                         President and Chief Executive Officer




                                         /s/ Steven J. Pokrak   
                                         -------------------------------------
   Date: August 14, 1996                 Steven J. Pokrak
                                         Treasurer and Chief Financial Officer



<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
This schedule contains summary information extracted from the Form 10-Q and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0001013554
<NAME> PARK BANCORP INC.
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<EXCHANGE-RATE>                                      1
<CASH>                                         550,336
<INT-BEARING-DEPOSITS>                       1,140,396
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                 49,652,927
<INVESTMENTS-CARRYING>                      34,713,947
<INVESTMENTS-MARKET>                        34,304,120
<LOANS>                                     62,801,173
<ALLOWANCE>                                    500,000
<TOTAL-ASSETS>                             155,215,372
<DEPOSITS>                                 132,660,086
<SHORT-TERM>                                 3,000,000
<LIABILITIES-OTHER>                          1,897,193
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  17,658,093
<TOTAL-LIABILITIES-AND-EQUITY>             155,215,372
<INTEREST-LOAN>                              2,651,738
<INTEREST-INVEST>                            2,603,551
<INTEREST-OTHER>                                     0
<INTEREST-TOTAL>                             5,255,289
<INTEREST-DEPOSIT>                           3,108,512
<INTEREST-EXPENSE>                           3,113,753
<INTEREST-INCOME-NET>                        2,141,536
<LOAN-LOSSES>                                        0
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                144,929
<INCOME-PRETAX>                              1,543,767
<INCOME-PRE-EXTRAORDINARY>                   1,543,767
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   494,645
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<YIELD-ACTUAL>                                    2.53
<LOANS-NON>                                    212,968
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                               573,057
<CHARGE-OFFS>                                   73,057
<RECOVERIES>                                         0
<ALLOWANCE-CLOSE>                              500,000
<ALLOWANCE-DOMESTIC>                                 0
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                        500,000
        

</TABLE>


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