FINANCIAL 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: 0-18126
                        -------

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

       Delaware                                      06-1391814
       --------                                      ----------
(State or other jurisdiction                (I.R.S. Employer identification No.)
incorporation or organization)

            42-25 Queens Boulevard, Long Island City, NY  11104
            ---------------------------------------------------
            (Address of principal executive offices) (Zip Code)

                                 (718) 729-5002
                                 --------------
                  (Registrant's telephone number, including area code)

                                 Not Applicable
- --------------------------------------------------------------------------------
          (Former name, former address and former fiscal year, if changed 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. (1)  X   Yes        No
                                             -----       ----
                                          (2)  X   Yes        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.

      There were 1,796,122 shares of the Registrant's  common stock  outstanding
as of August 12, 1996.


                                      -1-

<PAGE> 2



                            FINANCIAL BANCORP, INC.
                                   Form 10-Q
                                     Index

Part I - Financial Information                                          Page
- ------------------------------                                          ----

Item 1.     Financial Statements

            Consolidated Statements of Financial Condition
            as of June 30, 1996 (Unaudited) and September 30, 1995       3

            Consolidated Statements of Income for the
            Three and Nine Months ended June 30, 1996 and 1995 
            (Unaudited)                                                  4

            Consolidated Statements of Cash Flows for the
            Nine Months ended June 30, 1996 and 1995 (Unaudited)         5-6

            Consolidated Statement of Changes in
            Stockholders' Equity Nine Months
            ended June 30, 1996 (Unaudited)                              7

            Notes to Consolidated Financial Statements                   8-12

Item 2.     Management's Discussion and Analysis of
            Financial Condition and Results of Operations                13-19

Part II - Other Information
- ---------------------------

Item 1.     Legal Proceedings                                            20

Item 2.     Changes in Securities
                Not applicable.                                          20

Item 3.     Defaults Upon Senior Securities
                Not applicable.                                          20

Item 4.     Submission of Matters to a Vote of Security
            Holders                                                     
                Not applicable.                                          20

Item 5.     Other Information                                            20


Item 6.     Exhibits
            Exhibit 11:  Computation of per share earnings               22

            Reports on Form 8-K
           

            Signature Page                                               23


                                      -2-
<PAGE> 3

<TABLE>
<CAPTION>



                            FINANCIAL BANCORP, INC.
                                AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                  (UNAUDITED)

                                                                     JUNE 30,       SEPTEMBER 30,
                                                                       1996             1995
                                                                 --------------   ----------------
ASSETS
- ------
<S>                                                                 <C>               <C>       
Cash and amounts due from depository institutions                   $2,423,581        $2,395,316

Federal funds sold and securities purchased under agreements 
  to resell                                                          2,750,000         5,458,000
                                                                 -------------     -------------
    Total cash and cash equivalents                                  5,173,581         7,853,316

Investment securities available for sale                             3,592,812                 0
Investment securities held to maturity, net; estimated fair 
  value of $46,410,000 and $38,857,000 at June 30, 1996 
  and September 30, 1995, respectively                              48,088,855        38,935,960
Mortgage-backed securities available for sale                        5,076,828                 0
Mortgage-backed securities held to maturity, net;
  estimated fair value of $52,228,000 and $62,544,000 at 
  June 30, 1996 and September 30, 1995, respectively                52,284,590        62,008,234
Loans receivable, net                                              137,017,711       110,061,579
Real estate owned, net                                                 597,991           591,027
Investments in real estate, net                                      3,485,761         3,531,166
Premises and equipment, net                                          2,538,732         1,862,127
Federal Home Loan Bank of New York stock, at cost                    1,675,800         1,423,000
Accrued interest receivable, net                                     1,774,318         1,575,020
Other assets                                                         1,190,200           981,927
                                                                  ------------      ------------
    Total assets                                                  $262,497,179      $228,823,356
                                                                  ============      ============

Liabilities and stockholders' equity
- ------------------------------------

Deposits                                                          $200,646,155      $186,491,588
Advance payments by borrowers for taxes and insurance                1,021,281           954,080
Advances from Federal Home Loan Bank of New York                    15,825,000         5,375,000
Securities sold under agreements to repurchase                       7,728,750         7,126,250
Treasury tax and loan account and other short term borrowings        9,437,203                 0
Other liabilities                                                    1,614,567         1,697,410
                                                                  ------------       -----------
    Total liabilities                                              236,272,956       201,644,328
                                                                  ------------       -----------

Stockholders' equity
Preferred stock, $0.01 par value, 2,500,000 shares 
  authorized; none issued,
Common stock, $0.01 par value, 6,000,000 shares authorized; 
  2,185,000 shares issued, 1,796,122 and 1,971,963 shares 
  outstanding at June 30, 1996 and September 30, 1995, 
  respectively                                                         21,850             21,850
Additional paid-in capital                                         20,133,192         20,130,021
Retained earnings - substantially restricted                       12,674,542         11,544,464 
Common stock acquried by Employee Stock Ownership Plan (ESOP)      (1,213,886)        (1,335,278)  
Common stock acquired by Recognition & Retention Plan (RRP)          (488,287)          (590,487)
Unrealized loss on securities available for sale, net 
  of income taxes                                                      (7,327)                 0
Treasury stock, at cost; 388,878 and 213,037 shares at June 30, 
  1996 and at September 30, 1995, respectively                     (4,895,861)        (2,591,542)
                                                                   ----------         ----------
    Total stockholders' equity                                     26,224,223         27,179,028
                                                                   ----------         ----------
    Total liabilities and stockholders' equity                   $262,497,179       $228,823,356
                                                                 ============       ============

See accompanying notes to consolidated financial statements.
</TABLE>

                                                    -3-

<PAGE> 4

<TABLE>
<CAPTION>



                                FINANCIAL BANCORP, INC.
                                   AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF INCOME
                                      (UNAUDITED)


                                                          THREE MONTHS ENDED      NINE MONTHS ENDED
                                                        ----------------------   -------------------
                                                               JUNE 30,                JUNE 30,
                                                        ----------------------   --------------------
                                                            1996      1995          1996      1995
                                                        ----------  ----------   ---------  ---------
<S>                                                     <C>         <C>         <C>         <C>       
Interest income:
   Loans                                                $2,723,674  $1,917,207  $7,562,761  $5,388,279
   Mortgage-backed securities                              957,329   1,130,628   3,042,021   3,104,347
   Investments                                             837,766     775,012   2,499,764   1,594,206
   Federal funds sold and securities purchased
        under agreements to resell                          13,086      20,813      32,321     123,403
                                                        ----------   ---------  ----------  ----------
            Total interest income                        4,531,855   3,843,660  13,136,867  10,210,235
                                                        ----------   ---------  ----------  ----------
Interest expense:
   Deposits                                              1,867,413   1,757,720   5,658,326   4,251,395
   Advances and other borrowed money                       263,534      29,835     713,386      57,672
                                                        ----------   ---------  ----------   ---------
            Total interest expense                       2,130,947   1,787,555   6,371,712   4,309,067

Net interest income                                      2,400,908   2,056,105   6,765,155   5,901,168
Provision for loan losses                                  159,453      32,391     289,453      98,183
                                                         ---------   ---------   ---------   ---------
Net interest income after provision for loan losses      2,241,455   2,023,714   6,475,702   5,802,985

Non-interest income:
   Fees and service charges                                111,026      78,929     282,870     206,499
   Gain (loss) on investment securities                     31,009           0      51,029      (3,984)
   (Loss) from real estate operations                     (265,797)    (25,000)   (307,845)   (101,074)
   Miscellaneous                                            14,225       6,878      33,513      16,395
                                                         ---------    ---------  ---------   ---------    
             Total non-interest income                    (109,537)     60,807      59,567     117,836
                                                         ---------    ---------  ---------   ---------

Non-interest expenses:
   Salaries and employee benefits                          647,863     661,664   1,959,045   1,977,160
   Net occupancy expense of premises                       121,744     145,789     353,077     397,171
   Equipment                                               141,559     127,600     417,969     367,769
   Advertising                                              12,880      41,708      57,947     117,748
   Loss from real estate owned                              36,768      10,802      82,715      36,054
   Federal insurance premium                                98,051      97,485     285,832     282,885
   Miscellaneous                                           272,470     247,130     829,487     802,057
                                                         ---------    --------    --------    --------
             Total non-interest expenses                 1,331,335   1,332,178   3,986,072   3,980,844

Income before income taxes                                 800,583     752,343   2,549,197   1,939,977
Income taxes                                               295,388     317,157   1,065,643     816,857
                                                         ---------    --------   ---------   ---------

Net income                                                $505,195    $435,186  $1,483,554  $1,123,120
                                                         =========    ========  ==========  ==========
Net income per common share & common stock 
  equivalents                                                $0.29       $0.22       $0.82       $0.55
                                                         =========    ========  ==========  ==========

Weighted average number of common shares & common
   stock equivalents                                     1,748,700   2,006,000   1,805,300   2,056,200
                                                         =========   =========   =========   =========

See accompanying notes to consolidated financial statements

</TABLE>
                                               -4-

<PAGE> 5

<TABLE>
<CAPTION>






                             Financial Bancorp, Inc.
                                And Subsidiaries
                      Consolidated Statements of Cash Flows
                                   (Unaudited)


                                                                                   Nine Months Ended
                                                                           ----------------------------------
                                                                                       June 30, 
                                                                           ----------------------------------   
                                                                                 1996              1995
                                                                           ---------------   ----------------
<S>                                                                           <C>                <C>       
Cash flow from operating activities:
  Net income                                                                  $1,483,554         $1,123,120
  Adjustments to reconcile net income to net cash
    provided by operating activities
  Loss on write-down of investment securities                                          0              3,984
  Loss (Gain) on sale of real estate owned                                        (5,837)           (10,459)
 (Gain) on sale of securities available for sale                                 (51,029)                 0
  Net amortization of premiums and accretion
    of discounts on investment securities                                        (38,317)            21,280
  Net amortization of premiums and accretion
    of discounts on mortgage-backed securities                                     4,923            (40,194)
  Accretion of deferred loan fees and discounts                                  (67,587)           (22,872)
  Depreciation and amortization of premises
   and equipment                                                                 223,998            229,421
  Provision for loan losses                                                      289,453             98,183
  Provision for losses on real estate owned                                       43,229             15,021
  Cost of ESOP and RRP                                                           226,763            192,592
  Writedown of investment in real estate                                         262,500                  0
  Deferred income taxes                                                           18,282            (13,594)
  (Increase) in accrued interest receivable, net                                (199,298)          (862,962)
  (Increase) decrease in refundable income taxes                                (251,524)           241,603
  (Increase) decrease in other assets                                             30,726            (87,285)
  (Decrease) increase in other liabilities                                       (82,843)           582,495
                                                                             -----------        -----------
   Net cash provided by operating activities                                   1,886,993          1,470,333
                                                                             -----------        -----------
Cash flows from investing activities:
  Purchases of investment securities available for sale                       (8,596,719)                 0
  Purchases of investment securities                                         (43,040,000)       (27,413,729)
  Proceeds from sales of investment securities available for sale              7,028,594                  0
  Proceeds from maturities of investment securities                           31,930,000                  0
  Purchase of mortgage securities available for sale                          (5,068,148)                 0
  Purchases of mortgage-backed securities held to maturity                             0        (19,294,196)
  Purchases of mortgage loans                                                (14,873,829)                 0
  Proceeds from principal repayments on
   mortgage-backed securities                                                  9,718,721          4,309,652
  Loan originations, net of repayments                                       (12,403,138)       (13,484,854)
  Additions to premises and equipment                                         (1,088,198)          (500,584)
  Proceeds from sale of and insurance recoveries
   on real estate owned                                                           65,486            701,080
  Capitalized expenses on real estate owned                                      (10,873)           (60,655)
  Purchase of FHLB of NY stock                                                  (252,800)          (155,100)
  Net cash received on acquisition of branch                                           0         14,678,227
  Net (increase) in investments in real estate                                   (29,500)        (1,259,549)
                                                                             -----------        -----------
   Net cash used in investing activities                                     (36,620,404)       (42,479,708)
                                                                             -----------        -----------

See accompanying notes to consolidated financial statements.

</TABLE>

                                                      -5-
<PAGE> 6

<TABLE>
<CAPTION>


                             Financial Bancorp, Inc.
                                And Subsidiaries
                Consolidated Statements of Cash Flows (Continued)
                                   (Unaudited)

                                                                                       Nine Months Ended
                                                                             -------------------------------------
                                                                                            June 30,
                                                                             -------------------------------------
                                                                                 1996                     1995
                                                                             -------------           -------------
<S>                                                                           <C>                      <C>        
Cash flows from financing activities:
  Net increase in deposits                                                    $14,154,567              $26,860,289
  Proceeds from FHLB of NY advances                                             9,200,000                        0
  Net increase in short-term borrowings from FHLB of NY                         1,250,000                9,249,831
  Proceeds from reverse repurchase agreements                                  25,828,750                2,102,500
  Repayments of reverse repurchase agreements                                 (25,226,250)                       0
  Net increase in other short-term borrowings                                   9,437,203                        0
  Conversion expenses                                                                   0                  (43,099)
  Increase in advance payments by
   borrowers for taxes and insurance                                               67,201                 (116,050)
  Dividends paid                                                                 (353,476)                (198,471)
  Purchase of RRP shares                                                                0                 (681,331)
  Purchase of treasury stock                                                   (2,304,319)              (1,177,094)
                                                                               -----------              -----------
     Net cash provided by financing activities                                 32,053,676               35,996,575
                                                                               -----------              -----------
Net (decrease) in cash and cash equivalents                                    (2,679,735)              (5,012,800)
Cash and cash equivalents - beginning                                           7,853,316               14,479,514
                                                                               ----------               ----------
Cash and cash equivalents - ending                                             $5,173,581               $9,466,714
                                                                               ==========               ==========
Supplemental schedule of noncash investing and
  financing activities:
  Loans transferred to real estate owned                                         $247,469                 $509,250
                                                                                 ========                 ========
  Loans to facilitate sale of real estate owned                                  $148,500                       $0
                                                                                 ========                 ========

  Property transferred to investment in real estate                              $195,724                       $0
                                                                                 ========                 ========
  Transfer to investment securities available for sale
    Investment securities                                                      $1,989,839                       $0
                                                                               ==========                 ========
 Unrealized (loss) on investment securities and mortgage -
    backed securities available for sale                                         ($13,084)                      $0
 Deferred income taxes                                                              5,757                        0
                                                                                ---------                 --------
                                                                                  ($7,327)                      $0
                                                                               ===========                ========

Supplemental disclosures of cash flow information:
  Cash paid (net of refunds received) during the year for:
   Federal, state and city income taxes                                         1,299,000                  553,800
                                                                               ==========                 ========
   Interest on deposits and borrowed funds                                     $6,361,568               $4,313,617
                                                                               ==========               ==========
Assets acquired in connection with acquisition of branch:
  Cash and cash equivalents                                                             -              $14,678,227
  Other assets                                                                          -                    8,539
                                                                               ----------              -----------
                                                                                        -              $14,686,766      
                                                                               ==========              ===========
Liabilities assigned in connection with acquisition of branch:
  Deposits                                                                              -              $14,813,335
                                                                               ==========              ===========
  Excess of cost over assets acquired                                                   -                 $126,569
                                                                               ==========              ===========

See Accompanying notes to consolidated financial statements.

</TABLE>

                                                           -6-
<PAGE> 7

<TABLE>
<CAPTION>
  
           
                                         Financial Bancorp. Inc.
                                            And Subsidiaries
                         Consolidated Statements of Changes in Stockholders' Equity
                                              (Unaudited)


                                                                                            Unrealized
                                                                                            Gain on
                                                                                            Investment
                                               Addi-     Retained      Common     Common    Securities 
                                               ional     Earnings -    Stock      Stock     Available for
                                   Common     Paid-in  Substantially  Acquired   Acquired   sale Net of     Treasury
                                   Stock      Capital   Restricted     By ESOP   By RRP     Income Taxes     Stock       Total
                                  --------  ---------- ------------  ---------  ----------  -------------  -----------  -----------
<S>                               <C>      <C>          <C>         <C>          <C>           <C>          <C>          <C>        
Balance at September 30, 1995     $21,850  $20,130,021  $11,544,464 ($1,335,278) ($590,487)         $0     ($2,591,542) $27,179,028

Net Income for the nine months
     ended June 30, 1996                -            -    1,483,554           -          -           -               -    1,483,554

Common shares repurchased
    (186,766 shares)                    -            -            -           -          -           -      (2,441,319) ($2,441,319)
Amortization relating to 
   allocation of ESOP stock 
   and earned portion
   of RRP stock                         -       37,039            -     121,392    102,200           -               -     $260,631

Adjustment to valuation reserve 
  on securities available for 
  sale                                  -            -            -           -          -      (7,327)              -      ($7,327)

Stock issued upon exercise of      
   stock options                        -      (33,868)           -           -          -           -         137,000     $103,132

Cash dividends paid on common
   stock                                -            -     (353,476)          -          -           -               -     (353,476)
                                   -------  -----------  -----------  ----------  --------     -------      -----------  ---------
Balance at June 30, 1996           $21,850  $20,133,192  $12,674,542 ($1,213,886)($488,287)    ($7,327)     ($4,895,861)$26,224,223
                                   =======  ===========  ===========  ==========  ========     =======      =========== ============

See accompanying notes to consolidated financial statements.

</TABLE>

                                                             -7-

<PAGE> 8


                    FINANCIAL BANCORP, INC. AND SUBSIDIARIES
              Notes to Unaudited Consolidated Financial Statements


BASIS OF PRESENTATION
The  accompanying   unaudited  consolidated  financial  statements  include  the
accounts  of  Financial  Bancorp,   Inc.  (the  "Company"),   its  wholly  owned
subsidiaries,  842  Manhattan  Avenue Corp.  which  manages real  property,  and
Financial  Federal  Savings  Bank  (the  "Bank")  a  federally  chartered  stock
association, and the Bank's wholly owned subsidiaries, Finfed Development Corp.,
which  participates  in a joint venture for the  development of land and sale of
lots, Finfed Funding Ltd., which serves as a conduit for funding  investments in
Finfed  Development Corp., and F.S. Agency Inc., which is engaged in the sale of
annuities.  All significant  intercompany  accounts and  transactions  have been
eliminated in consolidation.

Certain information and footnote  disclosures  required under generally accepted
accounting  principles  have  been  condensed  or  omitted  from  the  following
consolidated  financial  statements pursuant to the rules and regulations of the
Securities and Exchange Commission. Financial Bancorp, Inc. (the "registrant" or
the "Company")  believes that the  disclosures  presented are adequate to assure
that the information  presented is not misleading in any material respect. It is
suggested  that  the  following  consolidated  financial  statements  be read in
conjunction  with the  year-end  consolidated  financial  statements  and  notes
thereto  included in the  registrant's  Annual  Report on Form 10-K for the year
ended September 30, 1995.

The results of operations  for the three and nine months ended June 30, 1996 are
not  necessarily  indicative  of the results that may be expected for the entire
fiscal year.

ACCOUNTING STANDARDS
In May 1993, the Financial  Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 115 ("SFAS 115"),  "Accounting for Certain
Investments in Debt and Equity  Securities"  which is effective for fiscal years
beginning after December 15, 1993.  SFAS 115 establishes  standards of financial
accounting and reporting for investments in equity  securities that have readily
determinable  fair  values and for all  investments  in debt  securities.  Those
investments are required to be classified into one of three categories:  held to
maturity,  available for sale, or trading.  Pursuant to SFAS 115, investments in
debt  securities that the enterprise has the positive intent and ability to hold
to maturity  are  classified  as held to  maturity  securities  and  reported at
amortized cost. Debt and equity  Securities that are bought and held principally
for the  purpose  of  selling  them in the near term are  classified  as trading
securities  and are  reported at fair value,  with  unrealized  gains and losses
included in  earnings.  Debt and equity  securities  not  classified  as trading
securities nor as  held-to-maturity  securities shall be classified as available
for sale securities and reported at fair value, with unrealized holding gains or
losses reported in a separate  component of  stockholders'  equity.  The initial
application  of SFAS  115,  effective  October  1,  1994 did not  result  in any
reclassification  of securities to the available for sale category,  as the Bank
elected  to  maintain  its  original  intent  of  holding  its  investments  and
mortgage-backed securities until maturity.


                                      -8-


<PAGE> 9



As permitted by the FASB's "A Guide to  Implementation of SFAS 115 on Accounting
for Certain Investments in Debt and Equity Securities",  the Bank reassessed the
classification  of its held to  maturity  portfolio  during  the  quarter  ended
December  31,  1995.  As a result  of such  reassessment,  the Bank  transferred
investment  securities  with a book  value  of  $1,989,839  and a fair  value of
$2,005,630  from held to maturity to available for sale. In connection with such
transfer,  the  unrecognized  gain, net of deferred income taxes, of $ 8,843 was
recognized and classified as a separate component of stockholders' equity.

In May 1993,  the FASB issued  Statement of Financial  Accounting  Standards No.
114, ("SFAS 114"),  "Accounting by Creditors for Impairment of a Loan. "SFAS 114
generally  would  require all  creditors to account for impaired  loans,  except
those loans that are accounted for at fair value or at the lower of cost or fair
value, at the present value of the expected future cash flows  discounted at the
loan's  effective  interest  rate.  SFAS 114  also  provides  that  in-substance
foreclosed  loans  should not be  included in real  estate  owned for  financial
reporting  purposes,  but rather should be included in the loan portfolio.  SFAS
114 is effective for fiscal years beginning after December 15, 1994, and earlier
application is encouraged.  In October 1994, the FASB amended certain provisions
of SFAS 114 via the issuance of Statement of Financial  Accounting Standards No.
118 ("SFAS 118"),  "Accounting  by Creditors  for  Impairment of a Loan - Income
Recognition and Disclosures." SFAS 118 amends SFAS 114 by eliminating provisions
describing  how a  creditor  should  report  income  on  an  impaired  loan  and
increasing disclosure  requirements as to information on recorded investments in
certain  impaired loans and how a creditor  recognizes  related interest income.
The effective date of SFAS 118 is the same as for SFAS 114. SFAS 114, as amended
by SFAS 118, was adopted effective October 1, 1995. Such adoption did not have a
material  adverse effect on the Company's  consolidated  financial  condition or
results of operations.

Certain  amounts  for the three and nine  months  ended June 30,  1995 have been
reclassified to conform with the current period's presentation.

IMPACT OF NEW ACCOUNTING STANDARDS
In October 1995,  FASB issued  Statement of Financial  Accounting  Standards No.
123,  ("SFAS  123")   "Accounting  for  Stock-Based   Compensation".   SFAS  123
establishes   financial  accounting  and  reporting  standards  for  stock-based
employee  compensation  plans.  Those plans  include all  arrangements  by which
employees receive shares of stock or other equity instruments of the employer or
the employer  incurs  liabilities  to employees in amounts based on the price of
the employer's  stock.  SFAS 123 defines a fair value based method of accounting
for an employee  stock option or similar  equity  instrument  and encourages all
entities  to adopt  that  method  of  accounting  for all their  employee  stock
compensation  plans.  However,  it also  allows an entity to continue to measure
compensation  costs for those plans using the  intrinsic  valued based method of
accounting  prescribed  by APB Opinion No. 25,  "Accounting  for Stock Issued to
Employees". Entities electing to continue the use of the accounting method under
APB Opinion 25 must make pro forma  disclosures of net income and, if presented,
earnings per share,  as if the fair value based method of accounting  defined in
SFAS 123 had been applied.  SFAS 123 is effective for transactions  entered into
during fiscal years that begin after December 15, 1995.  SFAS 123, when adopted,
is not expected to have a material adverse effect on the Company's  consolidated
condition or results of operations.

                                    -9-
<PAGE> 10



EARNINGS PER SHARE
Net income per common share and common stock equivalents is computed by dividing
net income by the weighted average number of shares of common stock  outstanding
adjusted for the unallocated  shares held by the ESOP. Stock options granted are
considered in earnings per share as common stock equivalents, if dilutive, using
the treasury stock method.

INVESTMENT SECURITIES
The following table sets forth information  regarding the carrying and estimated
fair value of the Bank's investment securities at the dates indicated:

<TABLE>
<CAPTION>


                                                              JUNE 30, 1996      SEPTEMBER 30, 1995
                                                       ----------------------- ----------------------

                                                         CARRYING       FAIR     CARRYING      FAIR
                                                           VALUE       VALUE       VALUE      VALUE
                                                       -----------  ----------  -----------  --------
                                                                                (in thousands)
<S>                                                      <C>           <C>         <C>        <C> 
Investment Securities:
  Held to maturity
    U.S. Treasury securities and other governmental
     agencies                                             $48,074      $46,395     $38,921    $38,842
    Other securities                                           15           15          15         15
                                                         --------      -------     -------    -------
      Total investment securities held to maturity        $48,089      $46,410     $38,936    $38,857 
                                                         ========      =======     =======    =======

Available for sale
  U.S. Treasury securities                                $ 2,915       $2,902          -          -
  Equity securities                                           700          691          -          -
  Less: Unrealized (loss)                                     (22)          -           -          -
                                                          -------      -------     -------    -------
      Total investment securities available for sale      $ 3,593       $3,593          -          -
                                                          =======      =======     =======    =======
</TABLE>

The Bank's investment  securities held to maturity  portfolio consists primarily
of medium-term U.S.  Government  Agency securities with various features such as
calls and/or  interest rate  "step-ups".  As of June 30, 1996,  the Company held
$45.0 million of various  medium-term U.S.  Government Agency  securities,  with
various call features and $3.6 million of similar securities with interest rates
that  step-up and  increase  the coupon of the  security if the  security is not
called by the issuer.

The Bank's investment securities available for sale portfolio consists primarily
of  short-term  U.S.  Treasury   securities.   Unrealized  gains  on  investment
securities  available  for sale are  recorded as an  adjustment  to the carrying
value of the securities and as a separate component of stockholders' equity, net
of the income tax effect. At June 30, 1996, the investment  securities available
for sale  portfolio  had a net  unrealized  loss of  $22,000,  while  decreasing
stockholders' equity by $12,000, net of income taxes.

MORTGAGE-BACKED SECURITIES
Mortgage-backed   securities   ("MBS's")   consist  of  mortgage   pass  through
certificate  securities  that are issued or guaranteed  by  Government  National
Mortgage Association ("GNMA"),  Federal Home Loan Mortgage Corporation ("FHLMC")
Federal  National  Mortgage  Association  ("FNMA")  and other  privately  issued
mortgage-backed  securities.  At June  30,  1996,  the MBS  available  for  sale
portfolio had a net unrealized gain of $9,000, while increasing stockholders'
equity by $5,000, net of taxes.

                                     -10-
<PAGE> 11

The following table sets forth information  regarding the carrying and estimated
fair value of the Bank's MBS's at the dates indicated:

<TABLE>
<CAPTION>

                                                                   JUNE 30, 1996      SEPTEMBER 30, 1995
                                                            ----------------------- ----------------------
                                                              CARRYING       FAIR     CARRYING      FAIR
                                                                VALUE       VALUE       VALUE      VALUE
                                                            -----------  ----------  -----------  --------
                                                                                (in thousands)
<S>                                                           <C>           <C>         <C>        <C> 
Mortgage-backed securities:
  Held to maturity
    GNMA certificates                                          $28,291      $28,313     $33,144    $33,488
    FHLMC securities                                            19,157       19,102      22,979     23,191
    FNMA certificates                                            2,792        2,769       3,388      3,368
    Other pass-through certificates                              2,044        2,044       2,497      2,497
                                                              --------      -------     -------    -------
      Total mortgage-backed securities held to maturity        $52,284      $52,220     $62,008    $62,544 
                                                              ========      =======     =======    =======
Available for sale
  FHLMC certificates                                           $ 5,068       $5,077          -          -
  Add: Unrealized gain                                               9           -           -          -
                                                               -------      -------     -------    -------
      Total mortgage-backed securities available for sale      $ 5,077       $5,077          -          -
                                                               =======      =======     =======    =======
</TABLE>


LOANS RECEIVABLE, NET
The following  table sets forth the  composition of the Bank's loan portfolio as
of the dates indicated:

<TABLE>
<CAPTION>

                                             June 30,     September 30,
                                               1996            1995
                                             --------     -------------
                                                    (in thousands)
<S>                                          <C>              <C>
Real estate mortgages:
     One-to-four family                      $114,162          $93,361
     Equity and second mortgages                3,090            3,806
     Multi-family                               5,717            4,296
     Commercial                                13,511            8,031
                                             --------         --------
                                              136,480          109,494
                                             --------         --------
Construction/land                               3,319            3,080
                                             --------         --------
Consumer:
     Passbook or certificate                      179              152
     Home improvement                               8               10
     Student education guaranteed by
       the State of New York                      202              214
     Personal                                      24               28
                                             --------         --------
                                                  413              404

Commercial, including lines of credit             152              123
                                             --------         --------
          Total loans                         140,364          113,101
                                             --------         --------

Less:  Loans in process                         1,725            1,485
          Allowance for loan losses             1,320            1,243
          Deferred loan fees and discounts        301              311
                                             --------         --------
                                                3,346            3,039
                                             --------         --------
          Total loans receivable, net        $137,018         $110,062
                                             ========         ========
</TABLE>
       
                                            -11-

<PAGE> 12

ADVANCES FROM FEDERAL HOME LOAN BANK OF NEW YORK ("FHLB")
As a member of the FHLB, the Bank has access to a pre-approved overnight line of
credit  for up to 5% of its total  assets or  $11,165,200  and the  capacity  to
borrow up to the value of the Bank's  eligible  collateral.  The following table
sets  forth  the  composition  of the  Bank's  FHLB  advances  as of  the  dates
indicated:

<TABLE>
<CAPTION>

                                                        June 30,     September 30,
                                                          1996            1995
                                                        --------     -------------
                                                              (in thousands)
<S>                                                     <C>             <C>
FHLB advances:
       Fixed rate:
             5.133% due February 1997                    $1,200             $0
             5.597% due December 1997                     2,000              -
             5.670% due December 1998                     6,000              -
                                                         ------         ------
                       Total fixed rate                   9,200              0

       Overnight line of credit:
             6.625% due October 1995                          -          5,375
             5.625% due July 1996                         6,625              -
                                                         ------         ------
                       Total overnight line of credit     6,625          5,375
                                                         ------         ------

Total FHLB advances                                     $15,825         $5,375
                                                        =======         ======
</TABLE>


SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
Securities   sold  under   agreements  to   repurchase   consist  of  borrowings
collateralized by investment securities.  Information concerning the composition
of the Bank's  borrowings  collateralized by securities sold under agreements to
repurchase are summarized as follows:

<TABLE>
<CAPTION>

                                                       June 30,   September 30,
                                                         1996          1995
                                                       --------   -------------
                                                            (in thousands)
<S>                                                    <C>             <C>

                5.78% due November 1995                     $0         $5,112
                5.75% due January 1996                       -          2,014
                5.35% due July 1996                      2,910              -
                5.45% due September 1996                 4,819              -
                                                        ------         ------

Total securities sold under agreements to repurchase    $7,729         $7,126
                                                        ======         ======

</TABLE>

These  borrowings  are  collateralized  by investment  securities  with carrying
values of $7,901,600  and $6,988,000 and estimated fair values of $7,715,000 and
$7,047,000 at June 30, 1996 and September 30, 1995, respectively.

                                          -12-
<PAGE> 13


Item 2.

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

GENERAL

Financial  Bancorp,  Inc. is the holding  company for Financial  Federal Savings
Bank,  which  converted to a federally  chartered  stock savings  association on
August 17, 1994 and to a federally  chartered  stock savings bank on October 20,
1994.  Financial  Federal is  headquartered  in Long Island  City,  New York and
operates four full service  branches in Queens and one in Brooklyn.  Deposits of
the  Bank  are  insured  up to the  applicable  limits  of the  Federal  Deposit
Insurance Corporation ("FDIC").  The Bank is subject to regulation by the Office
of Thrift Supervision  ("OTS") and the FDIC. The Company is listed on The Nasdaq
Stock Market under the symbol "FIBC".

The Company's  results of operations  are generally  dependent on the Bank.  The
Bank's sources of earnings  primarily  consist of net interest income,  which is
the  difference  between the income  earned on interest  earning  assets and the
interest paid on interest  bearing  liabilities.  The results of operations  are
also affected,  to a lesser extent, by non-interest  income, which includes loan
servicing  fees and  charges,  and  other  miscellaneous  income.  In  addition,
operations are impacted by non-interest  expenses such as employee  salaries and
benefits,  office  occupancy,  data  processing  and federal  deposit  insurance
premiums.

The  Bank  is  primarily  engaged  in  the  origination  of  one-to-four  family
residential  mortgage loans, and to a lesser extent  multi-family and commercial
real estate mortgage loans, and residential and commercial  construction  loans.
As a community-oriented institution, the Bank is generally engaged in attracting
retail deposits from the areas surrounding its branch offices.

FINANCIAL CONDITION

As  of  June  30,  1996,  the  Company's   total  assets  were  $262.5  million,
representing  a $33.7  million,  or 14.7%,  increase  from $228.8  million as of
September 30, 1995. During the same period, deposits increased by $14.2 million,
or 7.6%,  to $200.6  million  as of June 30,  1996,  from  $186.4  million as of
September  30,  1995.  Furthermore,  advances  from the FHLB  increased by $10.4
million to $15.8  million,  at June 30,  1996,  as compared  to $5.4  million at
September  30, 1995.  The  treasury  tax and loan  account and other  short-term
borrowings  increased to $9.4  million at June 30, 1996,  from zero at September
30, 1995.  Securities sold under agreements to repurchase increased by $600,000,
to $7.7 million at June 30, 1996, from $7.1 million at September 30, 1995. Asset
growth was funded by a  combination  of both the $14.2  million  increase in the
Bank's deposit base, the $10.4 million increase in FHLB advances, in addition to
the $10.0 million  increase in other  short-term  borrowings and securities sold
under agreements to repurchase.

Investment  securities available for sale increased to $3.6 million, at June 30,
1996,  as compared to zero at September 30, 1995.  Furthermore,  mortgage-backed
securities available for sale

                                        -13-

<PAGE> 14

increased to $5.1  million,  at June 30, 1996,  as compared to zero at September
30,  1995.  During the quarter  ended June 30, 1996,  the Bank  purchased a $5.1
million  mortgage-backed  security and a $3.0 million U.S.  Treasury  note,  and
classified  both  securities  as  available  for  sale.  In  accordance  with an
implementation  guide for SFAS 115,  "Accounting for Certain Investments in Debt
and Equity Securities," released by FASB on November 15, 1995, which permitted a
one-time reassessment and related  reclassification,  no later than December 31,
1995, the Bank, during this window period,  realigned its investment  securities
portfolio to provide greater  flexibility by  transferring  $2.0 million of U.S.
Treasury  securities  from  the  held to  maturity  to the  available  for  sale
portfolio.  The Bank realigned its investment  securities  portfolio in order to
provide greater flexibility and to maximize its total rate of return.

As of June 30, 1996, investment securities held to maturity, primarily consisted
of medium-term U.S.  Government Agency  securities,  with features such as calls
and/or interest rate "step-ups",  increased by $9.2 million,  or 23.7%, to $48.1
million from $38.9 million at September  30, 1995,  exclusive of $2.0 million in
investment   securities   which  were   classified   as   available   for  sale.
Mortgage-backed  securities  decreased by $9.7 million, or 15.6%, as a result of
principal repayments, to $52.3 million as of June 30, 1996 from $62.0 million as
of September 30, 1995. Loans receivable increased by $26.9 million, or 24.4%, to
$137.0 million as of June 30, 1996 from $110.1 million as of September 30, 1995.
This $26.9 million,  or 24.4% increase in loans  receivable  primarily  resulted
from the  origination  of $24.7 million in mortgage  loans,  and the purchase of
$14.9 million of one-to-four family, adjustable rate residential mortgage loans,
partially offset by normal amortization, prepayments and satisfactions.

Non-performing  loans totaled $2.0  million,  or 1.4% of total loans at June 30,
1996 as compared to $1.9 million,  or 1.7% of total loans at September 30, 1995.
At June 30, 1996,  non-performing assets totalled $5.9 million, or 2.2% of total
assets as compared to $6.1 million,  or 2.7% of total assets as of September 30,
1995. The Company's  allowance for loan losses totalled $1.3 million at June 30,
1996,  which  represents a ratio of allowance for loan losses to  non-performing
assets and to total loans of 22.5% and 0.94%, respectively, as compared to 20.5%
and 1.10%, respectively, at September 30, 1995.

Total deposits at June 30, 1996,  increased by $14.2 million, or 7.6%, to $200.6
million from $186.4  million at September 30, 1995.  Furthermore,  advances from
the FHLB,  increased by $10.4 million,  or 194.4%,  to $15.8 million at June 30,
1996,  from $5.4  million at September  30,  1995.  During the nine month period
ended June 30, 1996,  the  treasury  tax and loan  account and other  short-term
borrowings  increased  to $9.4  million,  from zero at September  30,  1995.  In
addition,  securities sold under agreements to repurchase increased by $600,000,
or 8.5%,  to $7.7 million at June 30, 1996,  from $7.1 million at September  30,
1995. The increase in deposits and borrowings  enabled the Bank to fund new loan
originations,  the purchase of one-to-four  family adjustable rate loans and the
purchase of investment and mortgage-backed securities.

Total  stockholders'  equity,  at June 30, 1996,  was $26.2  million at June 30,
1996,  reflecting a $955,000, or a 3.5% decrease from $27.2 million at September
30,  1995.  The decrease in  stockholders'  equity was the result of the Company
completing  its third  repurchase  program  and the  commencement  of its fourth
repurchase program.  During the nine months ended June 30, 1996, the Company has
repurchased 186,766 common shares, at an aggregate cost of $2.4

                                     -14-


<PAGE> 15


million,  or at an average  price per common share of $13.07.  At June 30,
1996, the Company had 1,796,122 common shares outstanding and the book value per
share was $14.60.

ANALYSIS OF OPERATIONS

COMPARISON OF THE THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 1996 AND 1995

Net income for the three months ended June 30, 1996 totalled $505,195,  or $0.29
per share as  compared  to net  income of  $435,186,  or $0.22 per share for the
quarter  ended June 30, 1995.  The  $70,009,  or 16.1%  increase  was  primarily
attributable to a $688,195,  or 17.9%,  increase in interest  income,  offset in
part by a $343,392  increase in interest expense and a $240,797 increase in loss
from real estate operations.  For the nine month period ended June 30, 1996, net
income increased  $360,434,  or 32.1%, to $1,483,554,  or $0.82 per share,  from
$1,123,120, or $0.55 per share for the same period in 1995.

The return on average assets  equalled 0.81% and 0.83% for the quarter ended and
the nine  months  ended June 30,  1996,  respectively,  as compared to 0.81% and
0.77%  for  the  quarter  ended  and  the  nine  months  ended  June  30,  1995,
respectively.  The Company's  return on average equity  equalled 7.57% and 7.34%
for the  quarter  ended  and nine  months  ended  June 30,  1996,  respectively,
compared  with 6.09% and 5.13% for the quarter  ended and the nine months  ended
June 30, 1995, respectively.

The Company's net interest income increased $344,803,  or 16.8%, to $2.4 million
for the quarter  ended June 30, 1996,  from $2.1  million for the quarter  ended
June 30,  1995.  For the nine month period  ended June 30,  19965,  net interest
income increased $863,987,  or 14.6%, to $6.8 million, from $5.9 million for the
same period in 1995. The increase in net interest  income for the three and nine
months ended June 30, 1996 was  primarily due to the  continued  leveraging  and
growing of the balance  sheet,  by  utilizing  low cost  borrowings  and deposit
growth  to fund  new loan  originations,  loan  purchases  and the  purchase  of
investment and mortgage-backed securities.

As a result,  for the  quarter  ended June 30,  1996,  average  interest-earning
assets  increased  by $35.9  million,  or 17.8%,  to $238.0  million from $202.1
million  for  the  quarter  ended  June  30,  1996.   The  increase  in  average
interest-earning  assets  was  partially  offset by a $32.0  million,  or 17.9%,
increase  in average  interest-bearing  liabilities  to $210.3  million  for the
quarter  ended June 30, 1996 from $178.3  million for the quarter ended June 30,
1995. For the nine months ended June 30, 1996, average  interest-earning  assets
increased by $45.3 million,  or 24.6%, to $229.2 million from $183.9 million for
the same period in 1995.  The  increase in average  interest-earning  assets was
offset by a $44.5 million, or 27.8%, increase in interest-bearing liabilities to
$204.3  million for the nine months ended June 30,  1996,  as compared to $159.8
million for the same period in 1995.

The Company's net interest margin slightly decreased by 2 basis points to 4.04%,
for the quarter  ended June 30, 1996, as compared to 4.06% for the quarter ended
June 30, 1995.  For the nine month period ended June 30, 1996,  the net interest
margin  decreased by 34 basis points to 3.93%, as compared to 4.27% for the same
period in 1995. The Company's net interest spread

                                    -15-

<PAGE> 16


decreased 3 basis points and 32 basis points to 3.55% and 3.47%, for the quarter
ended and the nine months ended June 30, 1996, respectively, compared with 3.58%
and 3.79% for the same periods in 1995, respectively. For the quarter ended June
30, 1996, the modest decline in the net interest  margin and spread reflects the
recent  12  basis  point  decrease  in  the  average  cost  of  interest-bearing
liabilities  to 4.07% as of June 30, 1996,  as compared to 4.19% as of March 31,
1996.  During the nine months ended June 30, 1996, the narrowing of the interest
rate spread and margin was primarily  caused by the Bank's  competitive  deposit
pricing in an effort to attract new certificate of deposits during the middle of
fiscal 1995 and the  corresponding  leveraging of the balance sheet in an effort
to increase net interest income.  The average yield in  interest-earning  assets
was 7.62% for the quarter ended June 30, 1996, as compared to 7.61% for the same
period in 1995, an the average cost of  interest-bearing  liabilities  was 4.07%
for the quarter ended June 30, 1996, as compared to 4.03% for the same period in
1995.   For  the  nine  months  ended  June  30,  1996,  the  average  yield  on
interest-earning  assets was 7.63%,  as compared to 7.40% for the same period in
1995,  and the  average  cost of  interest-bearing  liabilities  was  4.16%,  as
compared to 3.61% for the same period in 1995.

The Company's  provision for loan losses for the quarter ended June 30, 1996 and
the nine months ended June 30, 1996,  increased  by $127,062  and  $191,270,  to
$159,453 and  $289,453,  respectively.  The increase in the  provisions  for the
quarter ended and the nine months ended June 30, 1996, is partially attributable
to an  increase  in loan loss  provisions  as a result of the Bank's most recent
regulatory examination. In addition, the increase in provisions is reflective of
the significant  increase in loan  originations  and the purchase of one-to-four
family mortgage loans.

Non-interest income, for the quarter ended June 30, 1996, decreased by $170,344,
to  ($109,537)  from $60,807 for the quarter  ended June 30, 1995.  For the nine
months  ended June 30,  1996,  non-interest  income  decreased  by  $58,269,  to
$59,567,  as compared to $117,836  for the same period in 1995.  The decrease in
non-interest income is primarily attributable a $262,500 provision for loss on a
real estate  joint  venture,  in which a service  corporation  of the Bank has a
one-third  interest.  Management  does  not  anticipate  substantial  additional
provisions on this project in that the joint venture partners received,  in July
1996,  the required  approvals  from the New York City Planning  Commission  for
development  of the site.  For the quarter  ended June 30, 1996,  the decline in
non-interest  income was  offset,  in part,  by an  increase in fees and service
charges of $32,097,  or 40.7%,  to $111,026  from $78,929 for the same period in
1995. In addition,  for the quarter ended June 30, 1996, the Company  realized a
$31,009 gain on the sale of investment  securities,  as compared to zero for the
same period in 1995.

Non-interest  expenses marginally  decreased by $843, for the quarter ended June
30, 1996, to $1,331,335 from $1,332,178  during the same period in 1995.  During
the nine months ended June 30, 1996, non-interest expenses modestly increased by
$5,228,  to $4.0  million.  For the quarter ended and nine months ended June 30,
1996, the ratio of operating  expenses to average  assets  decreased by 38 basis
points and 53 basis  points,  to 2.08% and 2.17%,  respectively,  as compared to
2.46% and 2.70% for the same periods in 1995. The Company has been successful in
controlling  operating expenses,  as evidenced by the Company's efficiency ratio
of 51.1% for the quarter  ended June 30, 1996, as compared to 61.5% for the same
period in 1995.

                                   -16-

<PAGE> 17


During the quarter ended June 30, 1996, salaries and employee benefits decreased
by $13,801,  or 2.1%, to $647,863,  from $661,664 for the quarter ended June 30,
1995. This modest  decrease in salaries and employee  benefits was partially due
to the  postponement  of salary  increase for  officers,  reductions  in overall
employee  staffing  by means of  attrition  and a  decline  in  pension  related
contributions.  For the nine month  period  ended June 30,  1996,  salaries  and
employee  benefits  decreased by $18,115,  or 0.9%, to $1,959,045 from $1977,160
for the same nine month  period in 1995.  For the quarter  ended June 30,  1996,
occupancy  expense  decreased  by $24,045,  to $121,744  from  $145,789  for the
quarter ended June 30, 1995. For the nine months ended June 30, 1996,  occupancy
expense  decreased by $44,094,  to $353,077 from $397,171 for the same period in
1995.  The  decrease  for the quarter  ended and the nine months  ended June 30,
1996, was primarily  attributable to the collection of rental income on its Bank
owned properties.  Equipment expense, for the quarter and nine months ended June
30,  1996,   increased  by  $13,959  and  $50,200,  to  $141,559  and  $417,969,
respectively, from $127,600 and $367,769,  respectively, for the same periods in
1995.  The increase in  equipment  expense for the quarter and nine months ended
June 30, 1996,  represents  increased  costs  associated  with deposit and check
processing  servicing  fees and other vendor  related  services  and  contracts.
Advertising  expense,  for the  quarter  and nine  months  ended June 30,  1996,
decreased by $28,828 and $59,801,  to $12,880 and  $57,947,  respectively,  from
$41,708 and $117,748,  respectively,  for the same periods in 1995.  The Company
has limited its advertising expenditures in an effort to bolster earnings.

For the quarter ended June 30, 1996, income tax expense decreased by $21,769, to
$295,388 as compared to  $317,157,  for the same  quarter in 1995.  For the nine
month period ended June 30,  1996,  income tax expense  increased by $248,786 to
$1,065,643,  from  $816,857  for the same  period  in 1995,  as a result  of the
increase in income before taxes.

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

                                    -17-

<PAGE> 18


of an 79 to 85 basis  point  fee to  recapitalize  the SAIF  would  result  in a
$773,000 to $832,000 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 the 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 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 determined  that the impact of this  legislation  will not
have a material adverse effect on the financial statements 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.

LIQUIDITY AND CAPITAL RESOURCES

The Bank is required to maintain an average  daily  balance of liquid assets (as
defined  in the  regulations)  equal to a monthly  average  of not less than the
specified  percentage of its net  withdrawable  deposit accounts plus short-term
borrowings.  This liquidity  requirement is currently 5%. OTS  regulations  also
require each member savings  institution to maintain an average daily balance of
short-term liquid assets at a specified  percentage  (currently 1%) of the total
of its net withdrawable  deposit accounts and borrowings  payable in one year or
less.  Monetary  penalties  may be imposed for  failure to meet these  liquidity
requirements.  The  liquidity  of the Bank at June  30,  1996  was  9.9%,  which
exceeded the applicable 5% liquidity requirement. Its short-term liquidity ratio
at June 30, 1996, was 2.1%.

The primary  investment  activities of the Bank are the origination and purchase
of mortgage loans and the purchase of investment  securities and mortgage-backed
securities.  The  Company's  primary  sources  of funds are the  Bank's  deposit
accounts,   proceeds  from   principal  and  interest   payments  on  loans  and
investments,  and to a lesser extent, advances and overnight borrowings from the
FHLB, as well as reverse repurchase agreements and other short-term  borrowings.
While maturities and scheduled amortization of loans, mortgage-backed securities
and  investment  securities  are  predictable  sources of funds,  deposit flows,
mortgage  prepayments and callable investment  securities are greatly influenced
by market interest rates, general economic conditions and competition within the
financial industry.

At June 30,  1996,  the Bank  had  outstanding  loan  commitments  to  originate
mortgage loans of $10.3 million,  and management  anticipates  that it will have
sufficient  funds  available and  borrowing  capability to meet its current loan
originations. Certificates of deposit, which are scheduled to mature in one-year
or less from June 30,  1996  totalled  $64.5  million,  of which  $14.6  million
represent "Silver  Certificate of Deposit" accounts,  which allow one withdrawal
of principal per quarter without an early withdrawal  penalty for direct deposit
customers 62 years of age or older.

The Bank  generally  maintains  competitive  pricing of its deposits in order to
maintain a steady deposit growth  balance and, when  necessary  supplements  its
deposit base with advances and

                                     -18-

<PAGE> 19



other borrowings.

Although the OTS capital regulations require savings institutions to meet a 1.5%
tangible  capital ratio and a 3.0% leverage  (core)  capital  ratio,  the prompt
corrective  action standards also establish,  in effect, a minimum 2.0% tangible
capital  standard,  a 4.0% leverage (core) capital ratio (3.0% for  institutions
receiving the highest rating on the CAMEL financial  institution rating system).
The Bank's tangible capital and core capital totalled $19.0 million, or 7.39% at
June  30,  1996,  far in  excess  of the  regulatory  requirements.  The  Bank's
risk-based capital ratio as of June 30, 1996, was $19.3 million, or 19.01%, also
well in excess of the regulatory capital requirement of 8.0%.



                                      -19-

<PAGE> 20


                            FINANCIAL BANCORP, INC.


Part II. OTHER INFORMATION

Item 1. Legal Proceedings
              The Company is not presently  engaged in any legal proceeding of a
              material nature.

Item 2. Changes in Securities
              Not applicable.

Item 3. Defaults Upon Senior Securities
              Not applicable.

Item 4. Submission of Matters to a Vote
            of Security-Holders
             Not applicable.

Item 5. Other information

            On April 12, 1996, the Company announced that it received regulatory
            approval  from the  Office of Thrift  Supervision  to  commence  its
            fourth  repurchase  program  through August 17, 1996. The Company is
            currently in the process of repurchasing 93,668, or 5% of its common
            stock   outstanding.   As  of  August  12,  1996,  the  Company  has
            repurchased 88,168 common shares through open-market  transaction as
            part of its fourth repurchase program.


            On July 24, 1996, the Holding Company declared its regular quarterly
            cash  dividend  for the period  ended June 30,  1996,  of $0.075 per
            share,  payable  on August  20,  1996 to  stockholders  of record on
            August 6, 1996.

            On August 6, 1996,  Stuart G. Hoffer  tendered  his  resignation  as
            President and Chief Executive  Officer and as a member of the Board 
            of Directors of the Company and Bank, and all the Bank's affiliates 
            and subsidiaries, in order to pursue other business  interests.  The
            Board of Directors appointed Frank S.Latawiec as President and Chief
            Executive  Officer of the Company and Bank. Mr. Latawiec is also a 
            director  of the  Company  and Bank.  A Form 8-K was filed in
            connection with these events on August 13, 1996.



                                          -20-

<PAGE> 21

Item 6.  (A)  Exhibits

          Exhibit 3.1 Certificate of Incorporation of Financial Bancorp, Inc.*
          Exhibit 3.2 Bylaws of Financial Bancorp, Inc.*
          Exhibit 11  Earnings Per Share
          Exhibit 27  Financial Data Schedule

          (B)  Reports on Form 8-K

                None

 * Incorporated herein by reference to Form S-1, Registration Statement, as
   amended, filed on March 18, 1994, Registration Number 33-76664







                                        -21-


<PAGE> 22


                                  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.



                                       Financial Bancorp, Inc.
                                       (Registrant)





Date:   August 14, 1996                By: /s/ Frank S. Latawiec
                                           -------------------------------------
                                           Frank S. Latawiec
                                           President and Chief Executive Officer




Date:   August 14, 1996                By: /s/ P. James O'Gorman
                                           -------------------------------------
                                           P. James O'Gorman
                                           Senior Vice President and
                                           Chief Financial Officer







                                       -22-

EXHIBIT 11 - EARNINGS PER SHARE

<TABLE>
<CAPTION>

                                                                        THREE MONTHS        NINE MONTHS
                                                                            ENDED             ENDED
COMPUTATION OF PER SHARE EARNINGS                                       JUNE 30, 1996      JUNE 30, 1996
                                                                        -------------      -------------
<S>                                                                        <C>               <C>    

Net income                                                                  $505,195         $1,483,554
                                                                            --------         ----------
Weighted average common shares outstanding                                 1,719,400          1,776,000
                                                                                                      
Common stock equivalents due to dilutive effect of stock options              29,300             29,300
                                                                              ------             ------
Total weighted average common shares and equivalents outstanding           1,748,700          1,805,300
                                                                           =========          =========             

Earnings per common share and common share equivalent                          $0.29              $0.82
                                                                               =====              ===== 

</TABLE>


<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> 0000855932
<NAME> FINANCIAL BANCORP INC.
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          SEP-30-1995
<PERIOD-END>                               JUN-30-1996
<CASH>                                       2,423,581
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                             2,750,000
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                  8,669,640
<INVESTMENTS-CARRYING>                     100,373,445
<INVESTMENTS-MARKET>                        98,638,000
<LOANS>                                    137,017,711
<ALLOWANCE>                                  1,320,000
<TOTAL-ASSETS>                             262,497,179
<DEPOSITS>                                 200,646,155
<SHORT-TERM>                                32,990,953
<LIABILITIES-OTHER>                          2,635,848
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                        21,850
<OTHER-SE>                                  26,202,373
<TOTAL-LIABILITIES-AND-EQUITY>             262,497,179
<INTEREST-LOAN>                              7,562,761
<INTEREST-INVEST>                            5,541,785
<INTEREST-OTHER>                                32,321
<INTEREST-TOTAL>                            43,136,867
<INTEREST-DEPOSIT>                           5,658,326
<INTEREST-EXPENSE>                           6,311,712
<INTEREST-INCOME-NET>                        6,765,955
<LOAN-LOSSES>                                  289,453
<SECURITIES-GAINS>                              51,029
<EXPENSE-OTHER>                              3,986,072
<INCOME-PRETAX>                              2,549,197
<INCOME-PRE-EXTRAORDINARY>                   1,483,554
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,483,554
<EPS-PRIMARY>                                     0.82
<EPS-DILUTED>                                     0.82
<YIELD-ACTUAL>                                    7.62
<LOANS-NON>                                  1,456,000
<LOANS-PAST>                                   512,000
<LOANS-TROUBLED>                               922,000
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                             1,243,000
<CHARGE-OFFS>                                  213,000
<RECOVERIES>                                         0
<ALLOWANCE-CLOSE>                            1,320,000
<ALLOWANCE-DOMESTIC>                         1,320,000
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                        813,000
        

</TABLE>


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