CORNERSTONE FINANCIAL CORP
10-Q/A, 1995-07-11
STATE COMMERCIAL BANKS
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      THE FINANCIAL DATA SCHEDULE FILED AS EXHIBIT 27 TO THIS AMENDMENT WAS 
PREVIOUSLY FILED WITH THE REGISTRANT'S 10-Q AND IS INCLUDED HEREIN ALTHOUGH
THE INFORMATION CONTAINED WITHIN HAS NOT BEEN AMENDED.


   
                                 FORM 10-Q/A
    

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

                   OF THE SECURITIES EXCHANGE ACT OF 1934

      For Quarter Ended                              March 31, 1995
      Commission File Number                         01-14346


                      CORNERSTONE FINANCIAL CORPORATION
           (Exact name of registrant as specified in its charter)


            NEW HAMPSHIRE                             02-0368172
    (State or other jurisdiction of                (I.R.S. Employer
     incorporation or organization)               Identification No.)

                15 EAST BROADWAY, DERRY, NEW HAMPSHIRE  03038
            (Address of principal executive offices and zip code)

                               (603) 432-9517
            (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   [ ]

      Indicate the number of shares outstanding of each of the issuer's 
classes of common stock as of latest practicable date.  May 1, 1995 - 2,109,872 
shares



                      CORNERSTONE FINANCIAL CORPORATION

                                    INDEX

                                                                   Page Number
   
Part I.  Financial Information                                          3

  Item 1.  Financial Statements (Unaudited)                             3

           Condensed Consolidated Statements of Condition 
            March 31, 1995 and December 31, 1994                        3

           Condensed Consolidated Statements of Income 
            three months ended March 31, 1995 and 
            March 31, 1994                                              4

           Condensed Consolidated Statements of Cash Flows 
            three months ended March 31, 1995 and 
            March 31, 1994                                              5

           Notes to Condensed Consolidated Financial 
            Statements                                                  6-9

  Item 2.  Management's Discussion and Analysis of 
            Financial Condition and Results of Operation                9-12

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.  Exhibits and Reports on Form 8-K                             12

  Item 6.  Other Information                                            13

           Exhibit 11 - Computation of Primary and Fully 
            Diluted Earnings Per Share                                  14

           Signatures                                                   15


                        PART I. FINANCIAL INFORMATION


                       ITEM 1. FINANCIAL STATEMENTS
                                 (Unaudited)
    

                      CORNERSTONE FINANCIAL CORPORATION
               CONDENSED CONSOLIDATED STATEMENTS OF CONDITION


<TABLE>
<CAPTION>
                                                         March 31, 1995    December 31, 1994
                                                                (Dollars in Thousands)
   
    

<S>                                                      <C>                <C>
                                   ASSETS

Cash and due from banks                                  $  6,965           $  7,176
Interest-bearing deposits in other banks                    2,051              1,051
Federal funds sold                                          1,000              3,890
Investment securities held to maturity
 (market value of $21,731 in 1995 and 
 $22,655 in 1994  Note 2)                                  22,272             23,666
Investment securities available for sale (Note 2)          40,766             39,765
Net loans (Note 3)                                         54,955             53,540
Premises and equipment, net                                 5,865              5,940
Other real estate owned (Note 4)                            1,501              1,532
Other assets                                                5,817              6,331
      Total assets                                       $141,192           $142,891

                    LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
Deposits (Note 5)                                        $122,156           $123,299
Short-term borrowings                                       3,500              5,000
Other borrowings                                            3,508              3,508
Other liabilities                                           2,087              2,163
      Total liabilities                                   131,251            133,970

STOCKHOLDERS' EQUITY:
  Common stock, no par; authorized, 
   8,000,000 shares; issued, 2,253,519 
   and 2,253,519, outstanding 2,107,017 
   and 2,107,017                                            1,408              1,408
  Capital surplus                                          15,449             15,449
  Retained deficit                                         (4,631)            (4,980)
                                                           12,226             11,877

  Treasury stock, at cost, 146,502 shares
   in 1995 and 1994                                        (1,381)            (1,381)
Net unrealized gain (loss) on securities
 available for sale (Note 2)                                 (904)            (1,575)
      Total stockholders' equity                         $  9,941           $  8,921
      Total liabilities and stockholders' equity         $141,192           $142,891
</TABLE>

The accompanying notes are an integral part of these condensed consolidated 
financial statements.



                      CORNERSTONE FINANCIAL CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                 (Unaudited)
<TABLE>
<CAPTION>

                                               Three Months Ended March 31
                                               1995            1994
                                               (Dollars in Thousands)

<S>                                            <C>             <C>
Interest income:
  Interest on loans                            $   1,275       $   1,183
  Interest on investment securities                  919             842
  Interest on federal funds sold                      37              16
      Total interest income                        2,231           2,041

Interest expense:
  Interest on deposits                               671             633
  Other interest                                     124              63
      Total interest expense                         795             696

Net interest income                                1,436           1,345
Provision for loan losses                              0             (15)
Net interest income after provision
 for loan losses                                   1,436           1,330

Gain on security transactions, net                     0              22

Other operating income                               664             560
Loss on other real estate                             (2)           (112)
Other operating expenses                          (1,530)         (1,467)

Income before income taxes                           568             333
Income tax provision                                 219               -
      Net income                               $     349       $     333

Earnings per share:
      Net income                               $     .16       $     .15
Cash Dividends declared per share                      -               -
Weighted average shares outstanding            2,177,000       2,162,000
</TABLE>

The accompanying notes are an integral part of these condensed consolidated 
financial statements.



                      CORNERSTONE FINANCIAL CORPORATION
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (Unaudited)

<TABLE>
                                                                   Three Months Ended  
                                                             March 31, 1995    March 31, 1994
                                                                 (Dollars in Thousands)

<S>                                                          <C>               <C>
Cash flow from operating activities:
  Net income                                                 $   349           $   333
  Adjustments to reconcile net income to net
   cash provided by operating activities-
    Gain on security transactions, net                             -               (22)
    Depreciation and amortization                                 80               110
    Provision for loan losses                                      -                15
    Other real estate owned valuation adjustments                  -                73
    Gain on sale of loans                                          -               (40)
   
    Disbursements for mortgage loans held for sale              (295)           (3,143)
    Receipts from mortgage loans held for sale                   254             3,667
    
    Amortization of premiums on investment securities, net        39                60
    Increase in interest payable                                  91                52
    Increase (decrease) in interest receivable                   193              (143)
    Deferred compensation expense                                 44                42
    Gain on sale of other assets                                (184)                -
    Other, net                                                    (1)              (66)
   
      Net cash provided by operating activities                  570               938
    

Cash flow from investing activities:
  Proceeds from sales of securities 
   available for sale                                              -             7,630
  Proceeds from maturities of securities 
   available for sale                                              0             2,976
  Purchases of securities available for sale                       -           (12,281)
  Purchases of securities held to maturity                         -            (7,054)
  Proceeds from maturities, redemptions or principal 
   payments on securities held to maturity                     1,367               417

   
  Net loan principal advances                                 (1,395)             (140)
  Purchase of premises and equipment                               -               (14)
Net cash used by investing activities                            (28)           (8,466)
    

Cash flow from financing activities:
  Proceeds from exercise of stock options                          -                 5
  Decrease in short term borrowings                           (1,500)             (460)
  Net increase (decrease) in deposits                         (1,143)              628
    Net cash used by financing activities                     (2,643)              173
    Net increase (decrease) cash & cash equivalents           (2,101)           (7,355)
    Cash and cash equivalents, beginning of year              12,117            14,788
    Cash and cash equivalents, end of quarter                $10,016           $ 7,433
</TABLE>


The accompanying notes are an integral part of these condensed consolidated 
financial statements.


                      CORNERSTONE FINANCIAL CORPORATION
            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  Interim Financial Data

      Interim financial data is unaudited.  In the opinion of management, the 
accompanying condensed consolidated financial statements reflect all 
adjustments, consisting only of normal recurring adjustments, necessary for a 
fair presentation of the results for the interim periods.  Certain amounts in 
prior periods have been reclassified to conform to the current presentation.

   
      In May 1993, the Financial Accounting Standards Board issued Statement 
of Financial Accounting Standards (SFAS) No. 114, "Accounting by Creditors for 
Impairment of a Loan" which was subsequently amended by SFAS No. 118 
"Accounting by Creditors for Impairment of a Loan - Income Recognition and 
Disclosures" in October 1994.  The Company adopted these statements effective 
January 1, 1995.  SFAS 114 modifies the accounting for impaired loans, defined 
as those loans where, based on current information and events, it is probable 
that a creditor will be unable to collect all amounts due, both interest and 
principal, according to the contractual terms of the loan agreement.  
Specifically, SFAS 114 requires that the allowance for loan losses related to 
impared loans be determined based on the present value of the expected future 
cash flows discounted at the loan's effective rate, or, as a practical 
expedient, the loans' observable market price or the fair value of the loan's 
underlying collateral if the loan is collateral dependent. For the most part, 
the Company uses an estimate of the fair value of the loan's underlying 
collateral to determine the allowance for loan losses related to impaired 
loans as most loans to which SFAS 114 applies are collateral dependent. The 
Company has classified collateral dependent loans with significant shortfalls 
as impaired and has placed some of those impaired loans on nonaccrual status 
on the basis of repayment histories in which the borrowers have moved into 
past due status (i.e., when the loans are greater than 90 days past due) or, 
when in management's judgment, the ultimate collectibility of principal or 
interest is doubtful.
    

      In addition, SFAS No. 114 modified the accounting for in-substance 
foreclosures (ISF).  A collateralized loan is considered an ISF and 
reclassified to Other Real Estate Owned when the Company has received physical 
possession of the collateral regardless of whether formal foreclosure 
proceedings have taken place.  The adoption of these statements did not have a 
material impact on the Company's financial position or results of operations.  
Instead, it resulted only in a reallocation of the existing allowance for loan 
losses.

      SFAS No. 114, as amended by SFAS No. 118, permits a creditor to use 
existing methods for recognizing interest income on impaired loans.  
Generally, interest income received on an impaired loan either continues to be 
applied by the Company against principal or is realized as interest income, 
according the management's judgment as to the collectibility of principal.

   
      Prior to the adoption of SFAS 114, the Company accounted for troubled 
debt restructurings in accordance with SFAS 15, "Accounting by Debtors and 
Creditors for Troubled Debt Restructurings."
    

NOTE 2.  Investment Securities

      A summary of the amortized cost and market value of the securities 
available for sale portfolio at March 31, 1995 and December 31, 1994 is as 
follows:

<TABLE>
<CAPTION>
                                                           Gross        Gross
                                               Amortized   Unrealized   Unrealized   Market
March 31, 1995                                 Cost        Gains        Losses       Value
(In Thousands)

<S>                                            <C>         <C>          <C>          <C>
U.S.Govt. & Fed. Agency Obl.                   $42,300     $  14        $(1,609)     $40,705
Mortgage backed securities                          62         0             (1)          61
      Total Securities Available for sale      $42,362     $  14        $(1,610)     $40,766

<CAPTION>
December 31, 1994
(In Thousands)

<S>                                            <C>         <C>          <C>          <C>
U.S.Govt. & Fed. Agency Obl.                   $42,311     $   0        $(2,611)     $39,700
Mortgage backed securities                          66         0             (1)          65
      Total Securities Available for sale      $42,377     $   0        $(2,612)     $39,765
</TABLE>

      A summary of the amortized cost and market value of securities held to 
maturity at March 31, 1995 and December 31, 1994 is as follows:

<TABLE>
<CAPTION>
                                                           Gross        Gross
                                               Amortized   Unrealized   Unrealized   Market
March 31, 1995                                 Cost        Gains        Losses       Value
(In Thousands)

<S>                                            <C>         <C>          <C>          <C>
U.S. Govt. & Fed. Agency Obl.                  $ 7,860     $   6        $   (79)     $ 7,787
Collateralized Mtg. Obgl.                        1,439         0            (57)       1,382
Mortgage-backed securities                       5,079         0           (229)       4,850
Corporate bonds                                  7,177         0           (182)       6,995
      Total debt securities                     21,555         6           (547)      21,014
Federal Home Loan Bank stock                       717         0              0          717
      Total securities held to maturity        $22,272     $   6        $  (547)     $21,731

<CAPTION>
December 31, 1994
(In thousands)

<S>                                            <C>         <C>          <C>          <C>
U.S.Govt. & Fed. Agency Obl.                   $ 7,863     $   0        $  (193)     $ 7,670
Collateralized Mtg. Obgl.                        1,604         0            (86)       1,518
Mortgage-backed securities                       5,200         0           (409)       4,791
Corporate bonds                                  7,697         0           (323)       7,374
      Total debt securities                     22,364         0         (1,011)      21,353
Federal Home Loan Bank stock                     1,302         0              0        1,302
      Total securities held to maturity        $23,666     $   0        $(1,011)     $22,655
</TABLE>

NOTE 3.  Net Loans and Allowance for Loan Losses

      Net loans at March 31, 1995 and December 31, 1994 were as follows:

<TABLE>
<CAPTION>
                                          March 31, 1995    December 31, 1994
                                                (Dollars in Thousands)
                                          (Unaudited)

      <S>                                 <C>               <C>
      Real estate mortgage loans          $10,012           $10,082
      Commercial and other loans           42,095            40,786
      Consumer loans                        4,876             4,686
          Total loans                      56,983            55,554

      Less:
        Allowance for loan losses          (2,028)           (2,014)
            Net loans                     $54,955           $53,540
</TABLE>

      Activity related to the allowance for loan losses for the three months 
ended March 31, 1995 and 1994 was as follows:

<TABLE>
<CAPTION>
   Allowance for Loan Losses at:                      1995          1994
                                                      (Dollars in Thousands)
   
    

   <S>                                                <C>           <C>
   Balance, January 1                                 $2,014        $2,118
   Provision for loan losses                               0            15
   Recoveries of loans previously charged off             22            17
   Loans charged off                                      (8)         (166)
   Balance, March 31                                  $2,028        $2,084
</TABLE>

   
      At March 31, 1995, the recorded investment in loans that are considered 
impaired under SFAS No. 114 was $5,020,000.  Included in this amount is 
$2,890,000 of impaired loans for which the related SFAS No. 114 allowance for 
loan losses is $841,000 and $2,130,000 of impaired loans that do not have a 
related SFAS No. 114 allowance for loan losses.  During the period ended March 
31, 1995, the Company recognized $80,000 of interest on the average impaired 
loan balance of $5,080,000. This amount was recognized on an accrual basis 
which did not vary significantly from a cash basis.
    

      At March 31, 1994, the Company had $2,156,000 in restructured loans.  
For the first quarter of 1994 the aggregate amount of interest income recorded 
on these restructured loans was $38,000 and the amount of income that would 
have been recorded had the restructured loans been current in their original 
terms was approximately $46,000.

   
NOTE 4.  Other Real Estate
    

      Other real estate owned is net of a valuation allowance of $253,000 at 
March 31, 1995.  An analysis of the allowance for the valuation reserve for 
the quarter ended March 31, 1995 is as follows:

<TABLE>
<CAPTION>
                                       (Dollars in Thousands)
   
    

      <S>                                       <C>
      Balance, January 1, 1995                  $253
      Additions to valuation reserves              0
      Balance, March 31, 1995                   $253
</TABLE>

NOTE 5.  Deposits

      Deposits at March 31, 1995 and December 31, 1994 were as follows:

<TABLE>
<CAPTION>
                                                   March 31, 1995    December 31, 1994
                                                   (Dollars in Thousands)
   
    

   <S>                                             <C>               <C>
   Demand                                          $ 12,941          $ 13,511
   NOW, money market                                 41,891            43,404
   Passbook savings                                  35,915            35,219
   Certificates of Deposit of $100,000 or more        2,414             2,615
   Other time                                        28,995            28,550
         Total                                     $122,156          $123,299
</TABLE>

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

      On March 23, 1995, Cornerstone entered into a merger agreement pursuant 
to which Cornerstone Financial Corporation will become a subsidiary of 
BayBanks, Inc. a Massachusetts bank holding company, and Cornerstone 
shareholders will receive $8.80 per share in cash.  The merger is subject to 
regulatory approval and approval by Cornerstone's shareholders.

      The following table summarizes key financial operating data for the 
periods indicated:

<TABLE>
<CAPTION>
                                                Three months ended 
                                                     March 31,    
                                                1995          1994
                                               (Dollars in Thousands)

    <S>                                         <C>           <C>
    Net interest income                         $ 1,436       $ 1,345
    Provision for loan losses                         0           (15)
    Loss on other real estate                        (2)         (112)
    Gain on securities transactions, net              0            22
    Other operating income                          664           560
    Other operating expenses                     (1,520)       (1,467)
    Provision for income taxes                     (219)            0
    Net income                                  $   349       $   333
</TABLE>

      The Company had net income of $349,000 for the first quarter ended March 
31, 1995, compared to net income of $333,000 for the first quarter 1994.

      Total interest income for the first quarter ended March 31, 1995 
increased by $190,000, or 9.3%, when compared to the first quarter of 1994.  
The increase was primarily due to an increase in loan interest income of 
$92,000, or 7.8%, that was primarily attributable to increased loan balances 
outstanding, on average, in 1995 compared to 1994 and higher interest rates 
earned on these loan balances.

      Investment interest income increased by $77,000, or 9.1%, due to higher 
interest rates earned, and increased average investment balances outstanding.

      Total interest expense for the first quarter ended March 31, 1995 
increased by $99,000, or 14.2% from the corresponding quarter in 1994.  The 
increase was primarily attributable to higher rates paid on interest bearing 
deposits as well as increased average balances of interest bearing 
liabilities.

      Net interest income during the first quarter of 1995 increased by 
$91,000, or 6.8%, from the first quarter of 1994 due to the factors discussed 
previously.

      For the first quarter of 1995 the provision for loan losses was $0 as 
compared to a provision for $15,000 in the first quarter of 1994.  Management 
continues to monitor and review its loan portfolio and the adequacy of loan 
loss reserves, and in the first quarter of 1995 the loan charge offs of $8,000 
were offset by recoveries of loans of $22,000 to show a net increase in the 
reserve for loan losses of $14,000 from year end 1994.

      The following table summarizes the changes in the allowance for loan 
losses for the periods indicated:

<TABLE>
<CAPTION>
                                                   Three months ended
                                                         March 31,    
                                                  1995             1994
                                                  (Dollars in Thousands)
   
    

<S>                                               <C>              <C>
Balance at beginning of period                    $2,014           $2,118
Provision for loan losses                              0               15
Recoveries of loans previously charged off            22               17
Loans charged off                                     (8)             (66)
Balance at end of period                          $2,028           $2,084

Allowance as a percent of period end loans          3.56%            3.80%
Allowance as a percent of nonaccrual loans        200.00%          367.55%
</TABLE>

      The allowance for loan losses of $2,028,000, or 200% of nonaccrual loans 
and 3.6% of outstanding loans at March 31, 1995 was at a level considered 
necessary by management to reflect the level of risk in the loan portfolio.

      The following table summarizes nonperforming assets at the dates 
indicated:

<TABLE>
<CAPTION>
                                                   March 31,       December 31,
                                                   1995            1994    
                                                   (Dollars in Thousands)
   
    

<S>                                                <C>             <C>
Loans accounted for on a nonaccrual basis:
  Real estate                                      $    0          $    0
  Commercial, financial, and other                  1,014           1,088
  Consumer loans to individuals                         0               1
      Total nonaccrual loans                        1,014           1,089
  Other real estate                                 1,501           1,532
      Total nonperforming assets                   $2,515          $2,621
</TABLE>

   
      The effect of nonperforming loans and other real estate owned caused 
interest income to be reduced by $0 and $35,000, respectively, for the quarter 
ended March 31, 1995 as compared to $11,000 and $40,000, respectively for the 
comparable period ending March 31, 1994, from that which would have been 
recorded had such loans remained current in accordance with their original 
terms. There were no loans more than 90 days past due. At March 31, 1995, the 
recorded investment in loans that are considered impaired under SFAS No. 114 
was $5,020,000 which includes $1,014,000 of loans accounted for on a 
nonaccrual basis. At December 31, 1994, the Company had $2,481,000 of troubled 
debt restructurings involving a modification of terms. In accordance with SFAS 
114, for the first quarter of 1995, these same loans were evaluated for 
impairment based on their modified terms and, as a result, their current 
balances were included in the balance of impaired loans at March 31, 1995.
    

      Losses on other real estate owned were $2,000 and $112,000, 
respectively, for the respective three months ended March 31, 1995 and March 
31, 1994.  The losses on other real estate of $19,000 were offset by income on 
other real estate of $17,000 for the 1995 period.

      Net gains on sales of investment securities were $0 and $22,000, 
respectively, for the first quarters of 1995 and 1994.  In the first quarter 
of 1994 total gains were $55,000 while total losses were $33,000.  At March 
31, 1995 the Company's available for sale investment portfolio had an 
unrealized loss of $1,596,000 ($904,000, net of tax) and the held to maturity 
investment portfolio had an unrealized loss of $541,000.

   
      Other operating income increased by $104,000, or 18.6% in the first 
quarter of 1995 versus the first quarter of 1994.  The primary reason for the 
increase was a gain from the sale of the assets in an employee trust of 
$184,000 offset by reduced deposit fees of $40,000 and reduced gains on loan 
sales of $40,000. The assets in the employee trust were primarily equity 
securities which were sold to take advantage of existing stock prices which 
management believed were not sustainable and the sales proceeds were invested 
in U.S. Treasury securities to eliminate the risk associated with investing in 
the stock market at its current levels.
    

      Other operating expenses increased by $63,000, or 4.3% in the first 
quarter 1995 versus the first quarter 1994.  The primary reason for the 
increase was increased salaries and benefits of $18,000, increased office 
supplies and printing expenses of $63,000 offset in part by decreases of 
several other expenses totaling $18,000.

      The Company recorded a tax provision during the first quarter of 1995 of
$219,000 while the first quarter of 1994 resulted in no tax provision 
primarily due to realization of deferred tax assets.

      As a result of the factors discussed above, the Company reported net 
income of $349,000 for the three month period ended March 31, 1995 as compared 
to net income of $333,000 for the corresponding period in 1994.

EARNINGS PER SHARE

      Net income per share was $.16 and $.15 for the respective three months 
ended March 31, 1995 and 1994.

FINANCIAL CONDITION AND CAPITAL RESERVES

      Total assets at March 31, 1995 decreased by $1,699,000, or 1.2% from 
December 1994.  The total investment portfolio decreased by $393,000, or 0.6% 
while net loans increased by $1,415,000, or 2.6% at March 31, 1995 as compared 
to year end 1994.

   
      Stockholders' equity at March 31, 1995 was $9,941,000, an increase of 
$1,020,000 from December 31, 1994.  The increase was a result of the decrease 
in the unrealized loss on securities available for sale of $671,000 (net of 
tax) and by net income of $349,000. The decrease in the unrealized loss on 
securities available for sale included in equity is due to the declining 
interest rate environment during the quarter.
    

      The Company and its banking subsidiary, Cornerstone Bank, are each 
required by regulation to maintain certain minimum capital ratios.  The 
following table summarizes the Company's and the Bank's capital ratios and 
amounts at March 31, 1995.

<TABLE>
<CAPTION>
                           Capital Ratios             Capital Amounts (in 000's)    
                    -----------------------------  -------------------------------
                       Risk Based       Leverage      Risk Based         Leverage
                    ----------------    ---------  -----------------     --------
                    Tier I    Tier 2    Tier 1     Tier 1     Tier 2     Tier 1
<S>                 <C>       <C>       <C>        <C>        <C>        <C> 
The Company
  Balance           15.36%    16.63%    7.50%      $10,694    $11,582    $10,694
  Requirement        4.00%     8.00%    4.00%        2,786      5,571      5,704

The Bank
  Balance           19.24%    20.52%    9.45%       13,383     14,270     13,383
  Requirement        4.00%     8.00%    4.00%        2,782      5,564      5,665
</TABLE>

      The above capital ratios table does not include the net unrealized loss 
on securities available for sale of $904,000.

LIQUIDITY

      The primary source of liquidity consists of debt securities, federal 
funds sold and short term investments.  At March 31, 1995, approximately 
$30,871,000, or 49.0%, of the investment portfolio matures or reprices in two 
years or less.  In addition, amortizing installment and mortgage loans, along 
with short term or direct reduction commercial loans, provide additional 
sources of funds for liquidity purposes.

      Furthermore, management has designated $40,766,000 of investment 
securities as available for sale.  These investments are accordingly carried 
at market value.  At March 31, 1995, market value was below the cost of these 
investments by $1,596,000.

   
                         PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS - Not applicable

ITEM 2.  CHANGES IN SECURITIES - Not applicable

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES - Not applicable

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS - Not applicable

ITEM 5.  EXHIBITS AND REPORTS ON FORM 8-K
         (a)  Exhibit 27 - Financial data schedule (submitted only in 
              electronic format to the Securities and Exchange Commission)
         (b)  No reports on Form 8-K were filed during the quarter ended 
              March 31, 1995.


                                   ITEM 6.
    
                      CORNERSTONE FINANCIAL CORPORATION
      AVERAGE BALANCE, INTEREST INCOME AND EXPENSE AND EFFECTIVE RATES
                                 (Unaudited)

<TABLE>
<CAPTION>
                                       Three Months Ended March 31,
                                       ---------------------------------------------------------------------
                                                      1995                                1994
                                       ---------------------------------   ---------------------------------
                                                    Interest     Avg.                   Interest     Avg.
                                       Average      Income/      Yield/    Average      Income/      Yield/
                                       Balance(1)   Expense(2)   Rate(2)   Balance(1)   Expense(2)   Rate(2)
                                       (Dollars in Thousands)

<S>                                    <C>          <C>          <C>       <C>          <C>          <C>
Earning Assets:
  Taxable investment securities        $ 66,388     $   919      5.5%      $ 61,938     $   842      5.4%
  Loans(2)(3)                            56,485       1,279      9.1%        55,585       1,188      8.5%
  Federal funds sold                      2,492          37      5.9%         2,355          16      2.7% 
      Total                            $125,365     $ 2,235      7.1%      $119,878     $ 2,046      6.8%

Interest paying liabilities:
  Savings deposits                     $ 35,619     $   183      2.1%      $ 34,514     $   168      1.9%
  NOW and money market deposits          41,338         170      1.6%        41,541         137      1.3%
  Time deposits                          31,090         318      4.1%        34,131         328      3.8%
  Other borrowed funds                    7,625         124      6.5%         3,641          63      6.9%
      Total                            $115,672     $   795      2.7%      $113,827     $   696      2.4%

Net interest income                                 $ 1,440                             $ 1,350

Net interest margin                                              4.4%                                4.4%

Net yield on earning assets                                      4.6%                                4.5%

<FN>
<F1>    Based on daily averages.
<F2>    On a fully taxable equivalent basis (34% tax rate in 1995 and 1994).
<F3>    Average balance includes non-accrual loans.
</FN>
</TABLE>

   
                                                                    EXHIBIT 11
    

                      CORNERSTONE FINANCIAL CORPORATION

         COMPUTATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE
                  (in thousands, except per share amounts)
                                 (Unaudited)

<TABLE>
<CAPTION>
                                                            Three Months Ended    
                                                                 March 31
                                                            ------------------    
                                                             1995        1994
                                                            ------      ------

<S>                                                          <C>         <C>
Primary earnings per share:
  Net income                                                 $  349      $  333

Common and common equivalent shares:
  Weighted average number of common shares 
   outstanding                                                2,107       2,105
Add:  Shares arising from assumed exercise of 
      stock options (as determined under the 
      Treasury Stock Method)                                     70          57
      Weighted average of common and equivalent 
      shares outstanding                                      2,177       2,162

Primary earnings per share:
  Net income                                                 $  .16      $  .15

Fully diluted earnings per share:
  Net income                                                 $  390      $  374

Common shares-assuming full dilution:
  Weighted average of common shares outstanding               2,107       2,105
Add:  Shares arising from assumed exercise of 
      stock options (as determined under the 
      Treasury Stock Method) and conversion to 
      stock of convertible subordinated debentures              307         288

      Weighted average of common and equivalent
      shares                                                  2,414       2,393

Fully diluted earnings per share:
  Net income                                               $    .16      $  .16
</TABLE>



                                 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.


                                       CORNERSTONE FINANCIAL CORPORATION
                                                  (Registrant)



DATE:  May 11, 1995                    /s/ JOHN M. TERRAVECCHIA
                                       John M. Terravecchia
                                       Chairman, President and
                                       Chief Executive Officer



DATE:  May 11, 1995                    /s/ ROBERT E. BENOIT
                                       Robert E. Benoit
                                       Vice President/Treasurer and
                                       Chief Financial Officer





<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SEC FORM
10-Q FOR QUARTER ENDED MARCH 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                       6,965,000
<INT-BEARING-DEPOSITS>                       2,051,000
<FED-FUNDS-SOLD>                             1,000,000
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                 40,766,000
<INVESTMENTS-CARRYING>                      22,272,000
<INVESTMENTS-MARKET>                        21,731,000
<LOANS>                                     56,983,000
<ALLOWANCE>                                  2,028,000
<TOTAL-ASSETS>                             141,192,000
<DEPOSITS>                                 122,156,000
<SHORT-TERM>                                 3,500,000
<LIABILITIES-OTHER>                          2,087,000
<LONG-TERM>                                  3,508,000
<COMMON>                                     1,408,000
                                0
                                          0
<OTHER-SE>                                   8,533,000
<TOTAL-LIABILITIES-AND-EQUITY>             141,192,000
<INTEREST-LOAN>                              1,275,000
<INTEREST-INVEST>                              919,000
<INTEREST-OTHER>                                37,000
<INTEREST-TOTAL>                             2,231,000
<INTEREST-DEPOSIT>                             671,000
<INTEREST-EXPENSE>                             795,000
<INTEREST-INCOME-NET>                        1,436,000
<LOAN-LOSSES>                                        0
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                              1,530,000
<INCOME-PRETAX>                                568,000
<INCOME-PRE-EXTRAORDINARY>                     349,000
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   349,000
<EPS-PRIMARY>                                     0.16
<EPS-DILUTED>                                     0.16
<YIELD-ACTUAL>                                    4.60
<LOANS-NON>                                  1,014,000
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                             2,468,000
<LOANS-PROBLEM>                              7,194,000
<ALLOWANCE-OPEN>                             2,014,000
<CHARGE-OFFS>                                    8,000
<RECOVERIES>                                    22,000
<ALLOWANCE-CLOSE>                            2,028,000
<ALLOWANCE-DOMESTIC>                         2,028,000
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        



</TABLE>


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