SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended March 31, 1999
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to .
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Commission File No. 0-24621
Farnsworth Bancorp, Inc.
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(Exact name of Small Business Issuer as Specified in Its Charter)
New Jersey 22-3591051
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(State or Other Jurisdiction of Incorporation (I.R.S. Employer
or Organization) Identification No.)
789 Farnsworth Avenue, Bordentown, New Jersey 08505
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(Address of Principal Executive Offices)
(609) 298-0723
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Issuer'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 Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
YES X NO
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Number of shares of Common Stock outstanding as of April 20, 1999: 379,858
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Transitional Small Business Disclosure Format (check one)
YES NO X
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<PAGE>
FARNSWORTH BANCORP, INC.
Contents
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<TABLE>
<CAPTION>
Page(s)
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PART I - FINANCIAL INFORMATION
<S> <C>
Item 1. Financial Statements................................................................................3
Consolidated Statements of Financial Condition at March 31, 1999
(unaudited) and September 30, 1998......................................................................3
Consolidated Statements of Income and Comprehensive Income for the
three months ended March 31, 1999 and March 31, 1998 (unaudited) and
for the six months ended March 31, 1999 and March 31, 1998 (unaudited)..................................4
Consolidated Statements of Cash Flows for the six months ended
March 31, 1999 and March 31, 1998 (unaudited)...........................................................5
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.............................................................................8
PART II - OTHER INFORMATION
Item 1. Legal Proceedings..................................................................................12
Item 2. Changes in Securities and Use of Proceeds..........................................................12
Item 3. Defaults upon Senior Securities....................................................................12
Item 4. Submission of Matters to a Vote of Security Holders................................................12
Item 5. Other Information..................................................................................13
Item 6. Exhibits and Reports on Form 8-K...................................................................13
Signatures..................................................................................................13
</TABLE>
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<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
FARNSWORTH BANCORP, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
March 31, September 30,
1999 1998
------------ ------------
(UNAUDITED) (AUDITED)
<S> <C> <C>
ASSETS
Cash and due from banks $ 420,879 $ 3,928,077
Securities available for sale 6,132,335 134,187
Securities held to maturity:
Mortgage-backed 1,498,027 1,890,642
Other 2,264,291 2,761,367
Loans receivable, net 35,841,575 31,041,552
Accrued interest receivable 363,820 227,318
Federal Home Loan Bank of New York
stock at cost substantially restricted 296,800 261,300
Premises and equipment 1,542,603 1,468,846
Others assets 48,379 60,458
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Total assets $ 48,408,709 $ 41,773,747
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $ 39,468,963 $ 35,777,855
Borrowings from FHLB 3,000,000
Advances by borrowers for taxes and insurance 192,835 214,884
Accrued and deferred income taxes 95,342 183,698
Accrued interest payable 85,993 38,692
Accounts payable and other accrued expenses 47,812 115,890
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Total liabilities 42,890,945 36,331,019
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Preferred stock $.10 par value, 1,000,000 shares
authorized; none issued and outstanding
Common stock $.10 par value, 5,000,000 shares
authorized; 379,858 shares issued and outstanding 37,985 37,985
Additional paid in capital 3,396,262 3,396,262
Retained earnings substantially restricted 2,305,564 2,227,363
Unreleased common stock and related additional
paid in capital acquired by employee stock
ownership plan (ESOP) (303,880) (303,880)
Net unrealized appreciation on available for sale
securities net of income taxes 81,833 84,998
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Total stockholders' equity 5,517,764 5,442,728
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Total liabilities and stockholders' equity $ 48,408,709 $ 41,773,747
============ ============
</TABLE>
The accompanying notes to unaudited consolidated interim financial statements
are an integral part of these statements.
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<PAGE>
FARNSWORTH BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months ended Six Months ended
March 31, March 31,
1999 1998 1999 1998
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<S> <C> <C> <C> <C>
Interest income:
Loans receivable $ 652,376 $ 571,837 $ 1,269,639 $ 1,106,434
Securities 120,923 95,115 217,331 188,623
Federal funds sold 6,526 13,087 33,221 37,459
----------- ----------- ----------- -----------
Total interest income 779,825 680,039 1,520,191 1,332,516
Interest expense:
Deposits 352,404 329,326 703,024 676,511
Federal Home Loan Bank advances 39,449 44,690 500
----------- ----------- ----------- -----------
Total interest expense 391,853 329,326 747,714 677,011
----------- ----------- ----------- -----------
Net interest income 387,972 350,713 772,477 655,505
Provision for loan losses 9,000 57,000 14,000 59,000
----------- ----------- ----------- -----------
Net interest income after provision for loan
losses 378,972 293,713 758,477 596,505
----------- ----------- ----------- -----------
Noninterest income:
Fees and other service charges 64,494 33,900 126,324 77,913
Net realized Gains on Sale of Available-for-Sale
Securities 1,484 933 1,484 933
Collection on deficiency judgment -- -- -- 54,024
----------- ----------- ----------- -----------
Total noninterest income $ 65,978 $ 34,833 $ 127,808 $ 132,870
----------- ----------- ----------- -----------
Noninterest expense:
Compensation and benefits $ 184,928 $ 123,207 $ 347,250 $ 258,952
Occupancy and equipment 78,265 52,707 141,396 114,274
Federal insurance premiums and assessments 5,376 11,750 10,694 17,205
Other 133,003 109,093 254,944 187,219
----------- ----------- ----------- -----------
Total noninterest expense 401,572 296,757 754,284 577,650
Income before provision for income taxes 43,378 31,789 132,001 151,725
Provision for income taxes 18,240 13,513 53,800 38,045
----------- ----------- ----------- -----------
Net income $ 25,138 $ 18,276 $ 78,201 $ 113,680
----------- ----------- ----------- -----------
Other Comprehensive Income, net of taxes:
Unrealized Gain (Loss) on Securities
Available for Sale $ (22,848) $ 24,078 $ (1,681) $ 24,078
Reclassification adjustment for gains
included in net income (1,484) (933) (1,484) (933)
----------- ----------- ----------- -----------
Comprehensive Income $ 806 $ 41,421 $ 75,036 $ 136,825
=========== =========== =========== ===========
806
Net income per common share: Basic $ 0.07 $ 0.05 $ 0.22 $ 0.33
Shares used in computing basic income per share 349,470 349,470 349,470 349,470
</TABLE>
The accompanying notes to unaudited consolidated interim financial statements
are an integral part of these statements.
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<PAGE>
FARNSWORTH BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six months ended March 31,
1999 1998
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Cash flows from operating activities:
Net income $ 78,201 $ 113,680
------------ ------------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 33,557 27,159
Provision for loan losses 14,000 59,000
Net (gain) on sale of assets (1,484) (933)
(Increase) decrease in accrued interest receivable (136,502) 9,694
Increase (decrease) in other assets 12,079 (56,494)
(Decrease) increase in advances from borrowers (22,049) 6,841
(Decrease) increase in accrued income taxes and
deferred income taxes (86,727) 43,530
Increase in accrued interest payable 47,301 2,973
(Decrease) in other accrued liabilities (68,078) (15,272)
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Total adjustments (207,903) 76,498
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Net cash provided (used) by operating activities (129,702) 190,178
------------ ------------
Cash flows from investing activities:
Net increase in loans receivable (4,814,023) (1,930,738)
Redemption of securities, held to maturity 895,685 1,464,384
Purchase of Federal Home Loan Bank stock (35,500) (27,000)
Proceeds from sale of securities available for sale 492,344 997,808
Purchase of securities, available for sale (6,497,140) (2,364,490)
Purchase of premises and equipment (109,970) (29,438)
------------ ------------
Net cash used in investing activities (10,068,604) (1,889,474)
------------ ------------
Cash flows from financing activities:
Net increase in deposits 3,691,108 891,605
Increase in Federal Home Loan Bank Borrowings 3,000,000 --
------------ ------------
Net cash provided by financing activities 6,691,108 891,605
------------ ------------
Net decrease in cash and due from banks (3,507,198) (807,691)
Cash at beginning of period 3,928,077 1,282,390
------------ ------------
Cash at end of period $ 420,879 $ 474,699
============ ============
Supplemental disclosure:
Cash paid during the period for:
Interest $ 700,413 $ 674,038
============ ============
Income taxes $ 15,000 $ 6,500
============ ============
Unrealized gain (loss) on securities available for sale,
net of deferred income taxes $ (3,165) $ 82,460
============ ============
</TABLE>
The accompanying notes to unaudited consolidated interim financial statements
are an integral part of these statements.
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<PAGE>
FARNSWORTH BANCORP, INC. AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
NOTE 1. Presentation of Financial Information
-------------------------------------
The accompanying unaudited consolidated interim financial statements
include the accounts of Farnsworth Bancorp, Inc. (the "Company") and its
subsidiary Peoples Savings Bank (the "Bank"). The accompanying unaudited
consolidated interim financial statements have been prepared in accordance with
the instructions to Form 10-QSB. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. The accounting and reporting policies of the
Company conform in all material respects to generally accepted accounting
principles and to general practice within the savings bank industry. It is the
opinion of management that the accompanying unaudited consolidated interim
financial statements reflect all adjustments which are considered necessary to
report fairly the financial position as of March 31, 1999, the Consolidated
Statements of Income and Comprehensive Income for the six months ended March 31,
1999 and 1998, and the Consolidated Statements of Cash Flows for the six months
ended March 31, 1999 and 1998. The results of operations for the six months
ended March 31, 1999, are not necessarily indicative of results that may be
expected for the entire year ending September 30, 1999 or for any other period.
The accompanying unaudited consolidated interim financial statements should be
read in conjunction with the Company's September 30, 1998 consolidated financial
statements including the notes thereto, which are included in the Company's
Annual Report on Form 10-KSB for the fiscal year ended September 30, 1998.
In preparing the financial statements, management is required to make estimates
and assumptions that affect the reported amount of assets and liabilities, the
disclosure of contingent assets and liabilities and the reported revenues and
expenses. Actual results could differ significantly from those estimates. In
addition, various regulatory agencies, as an integral part of their examination
process, periodically review the Bank's allowance for loan losses and foreclosed
real estate. Such agencies may require the Bank to recognize additions to the
allowance for loan losses or additional writedowns on foreclosed real estate
based on their judgments about information available to them at the time of
their examination.
Cash Equivalents
- ----------------
For the purpose of presentation in the Consolidated Statements of Cash Flows,
cash and cash equivalents are defined as those amounts included in the
balance-sheet caption "cash and due from banks." The Company considers all
highly liquid investments with original maturities of three months or less when
purchased as cash equivalents.
Nature of Operations
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The Company is a non-operating savings and loan holding company. The Bank
operates two branches in Burlington County, New Jersey. The Bank offers
customary banking services, including accepting checking, savings and time
deposits and the making of commercial, real estate and consumer loans, to
customers who are predominantly small and middle-market businesses and
middle-income individuals.
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<PAGE>
NOTE 2. Net Income Per Common Share
---------------------------
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, "Earnings Per Share". Statement No. 128 is effective for the
years ended after December 15, 1997 and requires that prior period data be
restated. Per share amounts are reported in accordance with Statement No. 128.
Basic net income per common share is calculated by dividing net income
by the number of shares of common stock outstanding, adjusted for the
unallocated portion of shares held by the Company's Employee Stock Ownership
Plan ("ESOP"). Diluted net income per share is calculated by adjusting the
number of shares of common stock outstanding to include the effect of stock
options, stock-based compensation grants and other securities, if dilutive,
generally, using the treasury stock method. The Company has no potentially
dilutive securities.
Per share amounts for the quarters ended March 31, 1999 and 1998 have
been calculated based on the net income for the entire year and assume the
common stock issued has been outstanding since October 1, 1996.
<TABLE>
<CAPTION>
For the three months ended March 31,
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1999 1998(1)
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Weighted Per- Weighted Per-
Average Share Average Share
Income Shares Amount Income Shares Amount
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<S> <C> <C> <C> <C> <C> <C>
Basic EPS
Net income available to Common
Shareholders $25,138 349,470 $ 0.07 $18,276 349,470 $ 0.05
====== ======= ==== ====== ======= ====
</TABLE>
<TABLE>
<CAPTION>
For the six months ended March 31,
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1999 1998(1)
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Weighted Per- Weighted Per-
Average Share Average Share
Income Shares Amount Income Shares Amount
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<S> <C> <C> <C> <C> <C> <C>
Basic EPS
Net income available to Common
Shareholders $78,201 349,470 $ 0.22 $113,680 349,470 $ 0.33
====== ======= ==== ======= ======= ====
</TABLE>
There were no dilutive effects as of March 31, 1999 or 1998.
- --------------------
(1) 1998 shown for comparison only.
NOTE 3. Recent Accounting Pronouncements
--------------------------------
In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 130, Reporting Comprehensive
Income and its components in financial statements. Statement 130 states that
comprehensive income includes reported net income of a company, adjusted for
items that are currently accounted for as direct entries to equity, such as the
net unrealized gain or loss on securities available for sale, foreign currency
items, and minimum pension liability adjustments.
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<PAGE>
This statement is effective for both interim and annual periods beginning after
December 15, 1997. As required, the Company adopted Statement 130 in the first
quarter of fiscal 1999, and reported comprehensive income in accordance with the
new statement.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Financial Condition
Total assets increased $6.6 million or 15.79% to $48.4 million at March
31, 1999 from $41.8 million at September 30, 1998. The increase was primarily
attributable to a $4.8 million increase in the Bank=s loans receivable, net, and
a $6.0 million increase in securities available for sale, partially offset by a
decrease in cash and equivalents of $3.5 million, as well as a decrease in
mortgage-backed securities of $393,000. The Bank=s total liabilities increased
$6.6 million or 18.06%, to $42.9 million at March 31, 1999 from $36.3 million at
September 30, 1998. The increase was primarily attributable to a $3.7 million
increase in deposits and an increase in borrowings from the FHLB of $3.0
million.
Stockholders= equity increased $75,000 to $5.5 million or 11.4% of
total assets at March 31, 1999, as compared to $5.4 million or 13.0% of total
assets at September 30, 1998. The increase in stockholders= equity is primarily
attributable to net income for the six months ended March 31, 1999.
Results of Operations
Net Income. Net income was $25,000 or $0.07 per share for the quarter
ended March 31, 1999 compared to $18,000 or $0.05 per share for the quarter
ended March 31, 1998. For the six months ended March 31, 1999 net income was
$78,000 or $.22 per share compared to $114,000 or $.33 per share for the six
months ended March 31, 1998. The decrease was attributable to a $54,000
collection of a deficiency judgement in the first quarter of 1998 compared to no
such collection in 1999. The decrease in net income for the six months ended
March 31, 1999 was partially offset by an increase in net interest income of
$117,000, and a decrease in the provision for loan losses of $45,000, partially
offset by an increase in non-interest expense of $177,000 and an increase in
income taxes of $16,000.
Net Interest Income. Net interest income is the most significant
component of the Bank=s income from operations. Net interest income is the
difference between interest the Bank received on its interest-earning assets,
primarily loans, investment and mortgage-backed securities, and interest the
Bank pays on its interest-bearing liabilities, primarily deposits and
borrowings. Net interest income depends on the volume of and rates earned on
interest-earning assets and the volume of and rates paid on interest-bearing
liabilities.
Net interest income after provision for the loan losses was $379,000
for the quarter ended March 31, 1999 compared to $294,000 for the quarter ended
March 31, 1998. Net interest income after provision for loan losses increased
$162,000 or 27.2%, to $758,000 for the six months ended March 31, 1999, as
compared to the six months ended March 31, 1998. The increase was primarily due
to the growth in interest-earning assets to $46.5 million in 1999 from $36.8
million in 1998.
Provision for Loan Losses. Provision for loan losses was $9,000 for the
quarter ended March 31, 1999 as compared to $57,000 for the quarter ended March
31, 1998. The higher provision in 1998 was to bring the allowances for loan
losses to a level that is adequate to provide for estimated losses.
-8-
<PAGE>
However, there can be no assurance that further additions will not be made to
the allowance and that such losses will not exceed the estimated amount. For the
six months ended March 31, 1999 the provision for loan losses were $14,000
compared to $59,000 for the six months ended March 31, 1998.
Non-Interest Income. Non-interest income was $66,000 for the quarter
ended March 31, 1999 compared to $35,000 for the same period in 1998. For the
six months ended March 31, 1999 non-interest income was $128,000 compared to
$133,000 for the same period in 1998. This decrease in the Bank=s non-interest
income was due to the collection of a $54,000 deficiency judgment in the first
quarter of 1998 offset by an increase in fees and other service charges of
$48,000.
Non-Interest Expense. Non-interest expense was $402,000 for the quarter
ended March 31, 1999 compared to $297,000 for the same period of 1998. For the
six months ended March 31, 1999 non-interest expenses increased by $177,000 to
$754,000 from $577,000 for the six months ended March 31, 1998. The increase is
attributed to an increase of $88,000 in the Bank=s compensation and benefits
partly due to the increase in personnel needed to accommodate the growth in
assets especially in the lending area. Also an increase in office occupancy and
equipment of $27,000 and an increase of $68,000 in other non-interest expense
which include additional legal, professional and printing expenses related to
the costs of being a public company, as well as higher loan and NOW account
processing fees.
Income Tax Expense. Income tax expense increased $16,000 from $38,000
in the first six months of 1998 to $54,000 in 1999. This increase in income tax
expense is due to permanent differences.
Liquidity and Capital Resources
The Bank is required to maintain minimum levels of liquid assets as
defined by OTS regulations. This requirement, which varies from time to time
depending upon economic conditions and deposit flows, is based upon a percentage
of the Bank's deposits and short-term borrowings. The required ratio currently
is 4.0% and the Bank's regulatory liquidity ratio average was 12.52% and 11.14%
at March 31, 1999 and 1998, respectively.
The Bank's primary sources of funds are deposits, repayment of loans
and mortgage-backed securities, maturities of investment securities and
interest-bearing deposits with other banks, advances from the FHLB of New York,
and funds provided from operations. While scheduled repayments of loans and
mortgage-backed securities and maturities of investment securities are
predictable sources of funds, deposit flows, and loan prepayments are greatly
influenced by the general level of interest rates, economic conditions and
competition. The Bank uses its liquidity resources principally to fund existing
and future loan commitments, maturing certificates of deposit and demand deposit
withdrawals, to invest in other interest-earning assets, to maintain liquidity,
and meet operating expenses.
Net cash used by the Bank's operating activities (the cash effects of
transactions that enter into the Bank's determination of net income e.g.,
non-cash items, amortization and depreciation, provision for loan losses) for
the six months ended March 31, 1999 was $130,000, an increase of $320,000, as
compared to the same period in 1998. The increase in 1999 was primarily due to a
$36,000 decrease in the Bank's net income, a decrease in the accrued income tax
and deferred income taxes of $87,000, and a decrease in non-deposit liabilities
of $68,000, as well as an increase in accrued interest receivable of $137,000.
-9-
<PAGE>
Net cash used by the Bank's investing activities (i.e., cash
disbursements, primarily for the purchase of the Bank's investment securities
and mortgage-backed securities portfolios and the Bank's loan portfolio) for the
six months ended March 31, 1999, totalled $10.1 million, an increase of $8.2
million from the same period in 1998. The decrease in cash was primarily
attributable to funding net loan growth of $4.8 million in 1999 as compared to
$1.9 million in 1998 as well as investment purchases of $6.5 million in 1999
compared to $2.3 million in 1998. The decrease in cash was partially offset by
redemption of securities of $896,000 in 1999 as compared to $1.5 million in
1998.
Net cash provided in the Bank's financing activities (i.e., cash
receipts primarily from net increases in deposits and net increases in FHLB
advances) for the six months ended March 31, 1999, totalled $6.7 million, an
increase of $5.8 million as compared to the six months ended March 31, 1998.
Office of Thrift Supervision ("OTS") capital regulations applicable to
the Bank require savings institutions to meet three capital standards: (1)
tangible capital equal to 1.5% of total adjusted assets, (2) a leverage ratio
(core capital) equal to at least 3% of total adjusted assets, and (3) a
risk-based capital requirement equal to 8.0% of total risk-weighted assets. In
addition, the OTS prompt corrective action regulation provides that a savings
institution that has a leverage capital ratio of less than 4% (3% for
institutions receiving the highest examination rating) will be deemed to be
"undercapitalized" and may be subject to certain restrictions. The Bank was in
compliance with these requirements at March 31, 1999, with tangible, core and
risk based capital ratios of 9.58%, 9.58% and 19.54%, respectively.
Year 2000 Issues
The approaching millennium is causing organizations of all types to
review their computer systems for the ability to properly accommodate the year
2000. When computer systems were first developed, two digits were used to
designate the year in date calculations and "19" was assumed for the century. As
a result, there is significant concern about the integrity of date sensitive
calculations when the calendar rolls over to January 1, 2000. An older system
could interpret 01/01/00 as January 1, 1900 potentially causing major problems
calculating interest, payment, delinquency or maturity dates.
The following discussion of the implications of the Year 2000 problem
for the Bank contains numerous forward-looking statements based on inherently
uncertain information. The cost of the project and the date on which the Bank
plans to complete the internal Year 2000 modifications are based on management's
best estimates, which were derived utilizing a number of assumptions of future
events including the continued availability of internal and external resources,
third party modifications and other factors. However, there can be no assurance
that these estimates will be achieved and actual results could differ. Moreover,
although management believes it will be able to make the necessary modifications
in advance, there can be no guarantee that failure to modify the systems would
not have a material adverse affect on the Bank.
In addition, the Bank places a high degree of reliance on computer
systems of third parties, such as customers, suppliers, and other financial and
governmental institutions. Although the Bank is assessing the readiness of these
third parties and preparing contingency plans, there can be no assurance that
the failure of these third parties to modify their systems in advance of March
31, 1999 would not have a material adverse affect on the Company.
-10-
<PAGE>
The Bank's internal Year 2000 Working Committee, comprised of senior
management was formed to address the potential risk that Year 2000 poses for the
Bank. This committee reports to the board of directors. In June 1997, the
committee compiled a written Year 2000 Action Plan to promote awareness of
pertinent issues and to provide for evaluation and testing of the Bank's
electronic systems, programs and processes.
Accurate data processing is essential to the Bank's operations and a
lack of accurate processing by the Bank's vendor or by the Bank could have a
significant adverse impact on the Bank's financial condition and results of
operations. The Bank has been advised by its data processing service bureau that
their computer services will function properly on and after January 1, 2000.
Additional testing of the system was conducted in August 1998. If by the end of
this year, the Bank's primary data processing service bureau has encountered
unforseen problems and, as a result, will not be year 2000 compliant within the
necessary timeframe, the Bank will seek a secondary data processing service
provider to complete the task. If the Bank is unable to do this, it will
identify those steps necessary to minimize the negative impact this could have
on us. The Bank has upgraded its teller equipment to be year 2000 compliant as
of October 27, 1998.
In October 1998, the Bank purchased new equipment and upgraded Y2K
compliant software from NCR, for the teller stations and operations. All other
PCs have been tested and replaced, if necessary, as of March 31, 1999.
-11-
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
The Company is not engaged in any legal proceedings at the present
time. From time to time, the Company is a party to legal proceedings
within the normal course of business wherein it enforces its security
interests in loans made by it, and other similar matters.
Item 2. Changes in Securities and Use of Proceeds
-----------------------------------------
Not applicable.
Item 3. Defaults Upon Senior Securities
-------------------------------
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
The annual meeting of stockholders of the Company was held on April 6,
1999 and the following matters were voted upon:
Proposal I - Election of directors:
FOR WITHHELD
--- --------
Edgar N. Peppler 311,482 750
Gary N. Pelehaty 311,422 810
Charles E. Adams 304,482 7,750
William H. Wainwright, Jr. 311,482 750
George G. Aaronson, Jr. 304,482 7,750
Herman Gutstein 304,482 7,750
G. Edward Koenig, Jr. 311,482 810
Proposal II - The ratification of the amendment to the Farnsworth Bancorp, Inc.
1999 Stock Option Plan:
FOR: 214,966
AGAINST: 16,183
ABSTAIN: 5,285
Proposal III - The ratification of the Peoples Savings Bank
Management Stock Bonus Plan:
FOR: 215,821
AGAINST: 16,028
ABSTAIN: 4,585
-12-
<PAGE>
Item 5. Other Information
-----------------
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) None.
-13-
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act
of 1934, as amended, the registrant has caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
FARNSWORTH BANCORP, INC.
Date: May 6, 1999 By: /s/Gary N. Pelehaty
--------------------------------------------
Gary N. Pelehaty
President and Chief Executive Officer
(Principal Executive Officer)
(Duly Authorized Officer)
Date: May 6, 1999 By: /s/Charles Alessi
--------------------------------------------
Charles Alessi
Vice President, Secretary and Treasurer
(Principal Financial and Accounting Officer)
-14-
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
QUARTERLY REPORT ON FORM 10QSB AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL INFORMATION.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> MAR-31-1999
<CASH> 421
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 6,132
<INVESTMENTS-CARRYING> 3,762
<INVESTMENTS-MARKET> 0
<LOANS> 35,842
<ALLOWANCE> 0
<TOTAL-ASSETS> 48,409
<DEPOSITS> 39,469
<SHORT-TERM> 3,000
<LIABILITIES-OTHER> 421
<LONG-TERM> 0
0
0
<COMMON> 38
<OTHER-SE> 3,396
<TOTAL-LIABILITIES-AND-EQUITY> 48,409
<INTEREST-LOAN> 652
<INTEREST-INVEST> 121
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 780
<INTEREST-DEPOSIT> 352
<INTEREST-EXPENSE> 39
<INTEREST-INCOME-NET> 388
<LOAN-LOSSES> 9
<SECURITIES-GAINS> 1
<EXPENSE-OTHER> 402
<INCOME-PRETAX> 43
<INCOME-PRE-EXTRAORDINARY> 25
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 25
<EPS-PRIMARY> 0.07
<EPS-DILUTED> 0.07
<YIELD-ACTUAL> .009
<LOANS-NON> 197
<LOANS-PAST> 887
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 140
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 149
<ALLOWANCE-DOMESTIC> 149
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
