WESTCO BANCORP INC
10-Q, 1996-08-12
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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<PAGE> 1

                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
                                                                       

                                   FORM 10-Q


(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  0-19985


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


         Delaware                                       36-3823760             
        ----------                                      ---------------
(State or other jurisdiction                            I.R.S. Employer
   of incorporation or                                  Identification
     organization)                                       Number

2121 South Mannheim Road, Westchester, Illinois              60154      
- -----------------------------------------------            ----------
 (Address of Principal Executive Offices)                   (Zip Code)

Registrant's telephone number, including area code:         (708) 865-1100     
                                                           ---------------


     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  (   )

     As of August 9, 1996, the  Registrant had 2,611,643  shares of Common stock
issued and outstanding.

<PAGE> 2

                                 WESTCO BANCORP. INC.

                                                                          Page
Part I.   FINANCIAL INFORMATION

      Item 1.  Financial Statements

             Consolidated Statements of Financial Condition
                  June 30, 1996 (Unaudited) and December 31, 1995           1

             Consolidated Statements of Income, Three and Six Months
                  Ended June 30, 1996 and 1995 (Unaudited)                  2

             Consolidated Statements of Cash Flows, Six Months Ended
                  June 30, 1996 and 1995 (Unaudited)                        3

             Notes to Consolidated Financial Statements                     4

      Item 2.  Management's Discussion and Analysis of Financial
                     Condition and Results of Operations                  5 - 8

Part II.   OTHER INFORMATION                                              9 - 10

<PAGE> 3

                         WESTCO BANCORP, INC. AND SUBSIDIARIES

                    Consolidated Statements of Financial Condition

<TABLE>
<CAPTION>
                                                            June 30,      December 31,
                                                         -------------    ------------
                                                              1996            1995
                                                              ----            ----
                                                           (unaudited)
Assets
- ------
<S>                                                     <C>               <C>      
Cash and amounts due from
  depository institutions                               $   4,292,518       4,418,600
Interest-bearing deposits                                   5,475,410       3,971,471
                                                          -----------     -----------
   Total cash and cash equivalents                          9,767,928       8,390,071
Investment securities (market value of
  $80,802,492 at June 30, 1996 and
  $82,359,066 at December 31, 1995)                        80,376,044      82,110,883
Investment securities held for trade                          783,784         501,150
Loans receivable, net                                     214,972,005     209,069,248
Stock in Federal Home Loan Bank of Chicago                  1,876,000       1,861,400
Office properties and equipment, net                        1,803,385       1,868,567
Accrued interest receivable                                 1,682,683       1,563,668
Prepaid expenses and other assets                             896,058         777,665
                                                          -----------     -----------
    Total assets                                          312,157,887     306,142,652
                                                          ===========     ===========

Liabilities and Stockholders' Equity
- ------------------------------------
Deposits                                                  256,344,312     250,643,639
Advance payments by borrowers for taxes
  and insurance                                             3,017,978       2,873,411
Other liabilities                                           4,559,378       4,708,983
                                                          -----------     -----------
    Total liabilities                                     263,921,668     258,226,033
                                                          -----------     -----------

Stockholders' Equity:
  Common stock                                                 34,813          34,768
  Additional paid-in capital                               22,488,841      22,298,822
  Retained earnings                                        37,857,289      36,450,398
  Treasury stock                                          (11,147,498)     (9,620,374)
  Common stock acquired by ESOP                              (746,571)       (871,000)
  Common stock awarded by Association Retention Plan         (250,655)       (375,995)
                                                          -----------     -----------
    Total stockholders' equity                             48,236,219      47,916,619
                                                          -----------     -----------

    Total liabilities and stockholders' equity          $ 312,157,887     306,142,652
                                                          ===========     ===========

</TABLE>

See notes to consolidated financial statements.

                                          -1-

<PAGE> 4

                         WESTCO BANCORP, INC. AND SUBSIDIARIES

                           Consolidated Statements of Income


<TABLE>
<CAPTION>
                                               Three Months Ended June 30,   Six Months Ended June 30,
                                               ---------------------------   -------------------------
                                                   1996          1995           1996          1995
                                                       (unaudited)                  (unaudited)
<S>                                            <C>             <C>           <C>           <C>    
Interest income:
  Interest on loans                            $ 4,646,110     4,422,127      9,148,852     8,727,413
  Interest on investment securities              1,067,915     1,073,223      2,113,127     2,046,108
  Interest on interest-bearing deposits            114,141       101,410        256,759       176,014
  Dividends on securities held for trade             2,410         2,525          3,864         2,525
  Dividends on FHLB stock                           31,591        27,927         61,693        55,821
                                                 ---------     ---------     ----------    ----------
     Total interest income                       5,862,167     5,627,212     11,584,295    11,007,881
                                                 ---------     ---------     ----------    ----------

Interest expense:
  Interest on deposits                           3,073,739     2,811,238      6,125,778     5,399,828
                                                 ---------     ---------     ----------    ----------
     Total interest expense                      3,073,739     2,811,238      6,125,778     5,399,828
                                                 ---------     ---------     ----------    ----------

     Net interest income                         2,788,428     2,815,974      5,458,517     5,608,053
                                                 ---------     ---------     ----------    ----------

Non-interest income:
  Loan fees and service charges                     63,601        40,065        120,824        81,285
  Commission income                                 77,481        65,443        137,802       146,568
  Unrealized gain (loss) on
    trading account securities                     (30,392)       23,125        (32,692)       28,125
  Gain (loss) on sale of
    trading account securities                       4,635        19,063        (32,041)      104,468
  Other income                                      61,819        40,353        121,689       120,490
                                                 ---------     ---------     ----------    ----------
     Total non-interest income                     177,144       188,049        315,582       480,936
                                                 ---------     ---------     ----------    ----------

Non-interest expense:
  Staffing costs                                   796,787       798,270      1,576,428     1,576,811
  Advertising                                       42,301        27,247         77,164        59,498
  Occupancy and equipment expenses                 119,472       120,340        239,069       243,884
  Data processing                                   51,244        56,999        104,979       116,176
  Federal deposit insurance premiums               147,018       143,379        293,544       286,759
  Other                                            163,789       170,774        334,070       364,735
                                                 ---------     ---------     ----------    ----------
     Total non-interest expense                  1,320,611     1,317,009      2,625,254     2,647,863
                                                 ---------     ---------     ----------    ----------


Income before income taxes                       1,644,961     1,687,014      3,148,845     3,441,126
  Provision for income taxes                       586,750       610,600      1,121,400     1,237,360
                                                 ---------     ---------     ----------    ----------

     Net income                                $ 1,058,211     1,076,414      2,027,445     2,203,766
                                                 =========     =========     ==========    ==========


Earnings per share-primary                          $  .37           .37            .71           .74

Earnings per share-fully diluted                    $  .37           .37            .70           .74

Dividends declared per common share                 $  .12           .10            .24           .20


</TABLE>

See notes to consolidated financial statements.

                                                   -2-


<PAGE> 5

                         WESTCO BANCORP, INC. AND SUBSIDIARIES

                         Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>
                                                                       Six Months Ended June 30,
                                                                    ----------------------------
                                                                          1996            1995
                                                                          ----            ----
                                                                               (unaudited)

<S>                                                                <C>              <C> 
Cash flows from operating activities:
  Net income                                                       $   2,027,445       2,203,766
  Adjustments to reconcile net income to net cash
    from operating activities:
    Depreciation                                                         102,435         100,534
    Amortization of premiums and discounts on
      investment securities - net                                        (64,638)       (394,404)
    Amortization of cost of stock benefit plans                          249,769         249,768
    Unrealized (gain) loss on trading account securities                  32,692         (28,125)
    Net (gain) loss on sale of trading account securities                 32,041        (104,468)
    Federal Home Loan Bank stock dividend                                   -            (26,800)
    Proceeds from sales of trading account securities                  2,778,958       1,445,296
    Purchase of trading account securities                            (3,126,325)     (1,005,625)
    Decrease in deferred income on loans                                (151,980)       (188,403)
    Increase in current and deferred federal income tax                  526,890         150,412
    (Increase) decrease in interest receivable                          (119,015)        174,053
    Increase in interest payable                                          14,151           9,725
    Change in prepaid and accrued items, net                            (660,625)       (973,983)
                                                                     -----------     -----------

Net cash provided by operating activities                              1,641,798       1,611,746
                                                                     -----------     -----------

Cash flows from investing activities:
    Proceeds from maturities of investment securities                 34,100,000      47,400,000
    Purchase of investment securities                                (32,300,523)    (48,167,596)
    Purchase of Federal Home Loan Bank stock                             (14,600)        (94,200)
    Disbursements for loans                                          (26,831,055)    (19,852,776)
    Loan repayments                                                   21,080,278      22,150,479
    Proceeds from sale of real estate owned                                 -            447,180
    Property and equipment expenditures                                  (37,253)        (55,592)
                                                                     -----------     -----------

Net cash provided by (for) investing activities                       (4,003,153)      1,827,495
                                                                     -----------     -----------

Cash flows from financing activities:
    Proceeds from exercise of stock options                               30,000          40,000
    Deposit account receipts                                         124,097,608     140,645,013
    Deposit account withdrawals                                     (123,923,323)   (142,718,848)
    Interest credited to deposit accounts                              5,526,388       4,972,287
    Increase in advance payment by
      borrowers for taxes and insurance                                  144,567         184,998
    Payment of dividends                                                (608,904)       (565,388)
    Purchase of treasury stock                                        (1,527,124)     (2,170,770)
                                                                     -----------     -----------

Net cash provided by financing activities                              3,739,212         387,292
                                                                     -----------     -----------

Net change in cash and cash equivalents                                1,377,857       3,826,533

Cash and cash equivalents at beginning of period                       8,390,071       6,146,066
                                                                     -----------     -----------

Cash and cash equivalents at end of period                         $   9,767,928       9,972,599
                                                                     ===========     ===========


Cash paid during the period for:
    Interest                                                       $   6,111,627       5,390,103
    Income taxes                                                       1,109,922       1,061,900


</TABLE>

See notes to consolidated financial statements.

                                                -3-

<PAGE> 6

                           WESTCO BANCORP, INC. AND SUBSIDIARIES
                         Notes to Consolidated Financial Statements


Note A - Basis of Presentation

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial information and instructions to Form 10-Q and Article 10 of Regulation
S-X.  Accordingly,  they do not include  all of the  information  and  Footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements.  However,  in the opinion of management,  all adjustments (which are
normal and  recurring in nature)  necessary  for a fair  presentation  have been
included.  The results of  operations  for the three months and six months ended
June  30,  1996 are not  necessarily  indicative  of the  results  which  may be
expected for the entire year.

Note B - Principles of Consolidation

The  accompanying   unaudited  consolidated  financial  statements  include  the
accounts  of  Westco  Bancorp,   Inc.  (the  "Company")  and  its   wholly-owned
subsidiaries  First Federal  Savings and Loan  Association of  Westchester  (the
"Association")  and Westco,  Inc.  All  significant  intercompany  accounts  and
transactions have been eliminated in consolidation.

Note C - Stock Repurchase

Since the initial public offering, the Office of Thrift Supervision has approved
six separate stock  repurchase  programs as authorized by the Company's Board of
Directors.  As of August 9,  1996,  869,667  shares had been  repurchased  at an
average  price of $13.06.  The  current  stock  repurchase  program  permits the
repurchase  of up to 135,000  shares;  and, as of August 9, 1996,  47,590 shares
remain to be repurchased in the open market.

Note D - Earnings Per Share

Earnings per share of common stock have been  determined  by dividing net income
for the  period by the  weighted  average  number of shares of common  stock and
common stock equivalents  outstanding,  after consideration of the 3 for 2 stock
split  completed  on May 17,  1996.  Stock  options are regarded as common stock
equivalents  and are  therefore  considered  in both  primary and fully  diluted
earnings per share calculations. Common stock equivalents are computed using the
treasury stock method.

Note E - Stockholders' Equity

On April 16, 1996, the Board of Directors of Westco Bancorp,  Inc.  approved a 3
for 2 stock split, effected in the form of a stock dividend which was payable on
May 17, 1996 to  stockholders  of record on April 30, 1996.  Accordingly, stock-
holders of record  received  1  additional  share for each 2 shares  owned as of
April 30, 1996. All prior share related information has been restated to reflect
the stock split effect, including earnings per share data.

                                        -4-


<PAGE> 7

                       Management's Discussions and Analysis
                  of Financial Condition and Results of Operations

Liquidity and Capital Resources:
- --------- --- ------- ---------

     The  Company's  primary  sources  of  funds  are  deposits,  proceeds  from
principal  and  interest  payments on loans and  proceeds  from the  maturity of
investment securities.  While maturities and scheduled amortization of loans and
investment  securities  are a  predictable  source of funds,  deposit  flows and
mortgage prepayments are greatly influenced by general interest rates,  economic
conditions, and competition from various financial markets. The primary business
activity  of  the  Company,  that  of  making  conventional  mortgage  loans  on
residential housing, is likewise affected by economic conditions.

     The Association is required to maintain  minimum levels of liquid assets as
defined  by OTS  regulations.  This  requirement,  which  may be  varied  at the
direction of the OTS depending upon economic  conditions  and deposit flows,  is
based upon a percentage  of deposits  and  short-term  borrowings.  The required
ratio is currently  5.0%. The  Association  has  historically  maintained a high
level of liquid assets. At June 30, 1996, the Association's  liquidity ratio was
32.53%.

     The Company employs an Interest Rate Risk Management strategy of offsetting
interest  rate risk  embedded in the mortgage  portfolio by  maintaining a large
part of the  assets in  overnight  deposits  and a  laddered  portfolio  of U.S.
Treasury and Agency  securities.  This  strategy  results in a relatively  short
weighted average maturity of these assets.  At June 30, 1996, these  investments
totalled  $85.9  million,  or 27.5% of assets,  with a weighted  average life of
approximately  12.1 months.  At December 31, 1995,  these  investments  totalled
$86.1 million, or 28.1% of assets, with a weighted average life of approximately
12 months.

     The Company's most liquid assets are cash and cash equivalents.  The levels
of these assets are dependent on the Company's operating, financing, lending and
investing  activities  during any given period.  At June 30, 1996, cash and cash
equivalents totalled $9.8 million.

     The  primary  investing  activity  of the  Company  is the  origination  of
mortgage loans.  During the six months ended June 30, 1996 and 1995, the Company
disbursed loans in the amounts of $26.8 million and $19.9 million, respectively.
Other investing activities include the purchase of investment securities,  which
totalled  $32.3 million for the six months ended June 30, 1996 and $48.2 million
for the six months ended June 30,  1995.  These  activities  in 1996 were funded
primarily  by  principal   repayments  on  loans  totalling  $21.1  million  and
maturities of  investment  securities  totalling  $34.1  million.  The six month
activity for 1995 was funded by principal  repayments on loans and maturities of
investment  securities  in the  amounts  of  $22.2  million  and  $47.4  million
respectively.

     At June 30, 1996,  the Company had  outstanding  loan  commitments  of $7.8
million.  At that same date,  there were no  commitments  to  purchase  loans or
investment  securities.  The Company  anticipates  that it will have  sufficient
funds  available to meet its current loan  commitments.  Certificates of deposit
which are  scheduled  to mature in one year or less from June 30, 1996  totalled
$75.5 million.  Management  believes that a significant portion of such deposits
will remain with the Company.

     The  regulatory  standards of the Office of Thrift  Supervision  impose the
following  capital  requirements:  a risk based capital standard  expressed as a
percent of risk based assets, a leverage ratio of core capital to total adjusted
assets,  and a tangible  capital ratio  expressed as a percent of total adjusted
assets.  As of June 30, 1996, the Association  exceeded all  regulatory  capital
standards.
                                       -5-
<PAGE> 8

Capital requirements, ratios and balances are as follows:
<TABLE>
<CAPTION>
                                         Actual    Required   Actual    Excess
                               Capital   Capital   Capital    Capital   Capital
                              Required   Ratio     Amount     Amount    Amount
At December 31, 1995:         --------   -------   --------   -------   -------
<S>                             <C>       <C>       <C>       <C>       <C>    
     Tangible                   1.5%      13.3%     $4,520    $40,013   $35,493
     Core                       3.0       13.3       9,040     40,013    30,973
     Risk Based:
         Tier I (core)          4.0       32.4       4,937     40,013    35,076
         Total                  8.0       33.1       9,873     40,896    31,023

At June 30, 1996:
     Tangible                   1.5%      12.7%     $4,537    $38,390   $33,853
     Core                       3.0       12.7       9,074     38,390    29,316
     Risk Based:
         Tier I (core)          4.0       30.3       5,068     38,390    33,322
         Total                  8.0       31.0      10,135     39,273    29,138
</TABLE>

CHANGE IN FINANCIAL CONDITION OVER THE SIX MONTHS ENDED JUNE 30, 1996:
- ------ -- --------- --------- ---- --- --- ------ ----- ---- --  ----

     Total assets increased $6.0 million, or 2.0%, to $312.1 million at June 30,
1996 from $306.1  million at  December  31,  1995.  This  increase is  primarily
attributable to an increase in savings deposits of $5.7 million,  which was used
to fund loan originations.

     Loans  receivable  increased $5.9 million,  or 2.8%, to $215.0 million from
$209.1  million at December  31,  1995.  The increase is primarily a function of
loan  originations  of $26.8 million offset by  amortization  and prepayments of
$21.1 million.  The growth in loans receivable is due to continued  originations
of one-to-four family loans.

     Investment  securities decreased $l.7 million, or 2.1%, to $80.4 million at
June 30, 1996. Cash and cash equivalents  totalled $9.8 million at June 30, 1996
compared to $8.4 million at December 31, 1995.

     Savings deposits increased $5.7 million, or 2.3%, to $256.3 million at June
30, 1996 from $250.6 million at December 31, 1995. The Company experienced a net
deposit inflow of $175,000 (before  interest  credited) for the six month period
ended June 30, 1996.

     The balance of non-performing loans, which represented all of the Company's
non-performing assets,  totalling $900,000 at June 30, 1996, decreased $210,000,
or 18.4% from $1.1  million at December 31, 1995 due to payment in full of three
loans.  The ratio of  non-performing  loans to total  loans was .43% at June 30,
1996  compared to 0.55% at December  31, 1995 while the ratio of  non-performing
assets to total  assets was 0.30% and 0.37% at June 30,  1996 and  December  31,
1995 respectively. The Company's allowance for loan losses totalled $882,800, or
94.9% of  non-performing  loans,  at June 30,  1996.

     During 1992, the Association's  ESOP borrowed  $1,840,000 from an unrelated
third  party to fund the  Association's  ESOP  plan  which  was  established  in
connection with the conversion.  During 1993,  Westco Bancorp,  Inc.  refinanced
this loan on  essentially  the same terms as the original  lender.  The June 30,
1996 balance of $746,600 is  eliminated  in the  consolidation  of the Company's
financial  statements.  At December 31, 1995, the outstanding  balance  totalled
$871,000.

     Retained  earnings  increased $1.4 million,  or 3.9%, to $37.9 million as a
result of earnings  for the six month  period  ended June 30, 1996 offset by the
declaration of dividend payments to stockholders during the same period.

                                       -6-
<PAGE> 9

Stockholders' equity totalled $48.2 million or 15.5% of total assets at June 30,
1996, and the book value per common share outstanding was $18.40.

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 1996
- ---------- -- --------- ------- --- --- ----- ------ ----- ---- --  ----
AND JUNE 30, 1995:
- --- ---- --  ----

     Net income for the quarter ended June 30, 1996  decreased  $18,000 to $1.06
million from $l.08  million for the quarter  ended June 30, 1995. In the quarter
ended June 30, 1996 net  interest  income  decreased  $28,000,  or 1.0%,  due to
reductions  in both the  interest  rate  spread  and net  interest  margin.  The
Company's  interest rate spread  averaged 2.92% during the 1996 second  quarter,
compared to 3.23% during the 1995 second  quarter.  The  Company's  net interest
margin  averaged 3.69% for the quarter ended June 30, 1996 compared to 3.92% for
the quarter ended June 30, 1995. During the first quarter of 1996, the Company's
net interest rate spread  averaged  2.81% and its net interest  margin  averaged
3.58%.

     During the three months ended June 30, 1996 and June 30, 1995 no additional
provision  for loan losses was made based upon (1) the  absence of any  specific
asset quality problems, (2) the current level of general loan loss reserves, and
(3)  management's  assessment  of the inherent  risk in the  Company's  mortgage
portfolio and possible prospective economic and regulatory conditions.

     Non-interest  income for the second quarter of 1996 decreased  $11,000 over
the same quarter in 1995 due primarily to lower realized and unrealized gains on
investments held for trading offset by an increase in other income.

     Non-interest  expense remained relatively stable,  increasing by $4,000 for
the three  months  ended June 30, 1996 from the level for the three months ended
June 30, 1995.

COMPARISON OF OPERATING RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 1996
- ---------- -- --------- ------- --- --- --- ------ ----- ---- --  ----
AND JUNE 30, 1995:
- --- ---- --  ----

     Net income for the six months  ended June 30,  1996  decreased  $177,000 to
$2.03  million from $2.20 million for the six months ended June 30, 1996. In the
six months ended June 30, 1996 interest income increased  $576,000 from the year
earlier, and interest expense increased $726,000 resulting in a reduction of the
Company's net interest margin.  The Company's net interest margin averaged 3.64%
for the six months ended June 30, 1996, compared to 3.90% for the same period in
1995.  The Company's  interest rate spread  averaged 2.87% during the six months
ended June 30, 1996, compared to 3.21% during the same period in 1995.

     During the six months ended June 30, 1996 and 1995 no additional  provision
for loan losses was made based upon the absence of any  specific  asset  quality
problems,  the current  level of general  loan loss  reserves  and  management's
assessment of the inherent risk in the Company's mortgage portfolio and possible
prospective economic and regulatory conditions.

     Non-interest  income for the six months of 1996 decreased $165,000 over the
same period in 1995,  due to a decrease  of $197,000 in the net of realized  and
unrealized gains and losses on investments  held for trading,  and a decrease in
commissions on sales of insurance and investment products of $9,000.  which were
partially  offset by a net increase in loan fees and service charges of $40,000,
due in part to increased lending volumes.


                                        -7-
<PAGE> 10

     Non-interest  expense  decreased  $23,000 for the six months ended June 30,
1996 from the level for the six months ended June 30, 1995 primarily as a result
of slight decreases in several components of general operating costs.

     The  provision  for income  taxes  decreased  as a result of the  decreased
earnings  before income  taxes.  The effective tax rate for the six months ended
June 30, 1996 and 1995 was 35.6% and 36.0% respectively.

IMPACT OF NEW ACCOUNTING STANDARDS
- ------ -- --- ---------- ---------

     Statement  of  Financial   Accounting   Standards  No.  121  ("SFAS  121"),
"Accounting for the Impairment of Long-Lived  Assets and Long-Lived Assets to be
Disposed of," is effective for fiscal years  beginning  after December 15, 1995.
The  statement   requires  that  long-lived  assets  and  certain   identifiable
intangibles to be held and used by an entity be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be  recoverable.  An  impairment  loss is  recognized  if the sum of the
expected  future cash flows is less than the carrying  amount of the asset.  The
Company  adopted SFAS 121  effective  January 1, 1996,  resulting in no material
impact  on  the  Company's   consolidated   financial  position  or  results  of
operations.

     In May, 1995, the FASB issued Statement of Financial  Accounting  Standards
No. 122 ("SFAS 122"), "Accounting for Mortgage Servicing Rights." This statement
amends  Statement of Financial  Accounting  Standards  No. 65,  "Accounting  for
Certain  Mortgage  Banking  Activities,"  to  require  that a  mortgage  banking
enterprise  recognize as separate  assets rights to service  mortgage  loans for
others  however those  servicing  rights are acquired.  SFAS 122 requires that a
mortgage banking enterprise assess its capitalized mortgage servicing rights for
impairment  based on the fair value of those  rights.  SFAS 122 is effective for
fiscal  years  beginning  after  December  15,  1995.  SFAS  122 will not have a
material  effect on the  Company's  financial  position or results of operations
since the Association does not service loans for others.

     In  October  1995,  the  FASB  issued  Statement  of  Financial  Accounting
Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based  Compensation." This
statement  estblishes a fair value-based  method of accounting for stock options
which  encourages  employers to account for stock  compensation  awards based on
their fair value at the date the awards are granted. The resulting  compensation
award would be shown as an expense on the income statement.

     SFAS 123 also  permits  entities  to continue  to use the  intrinsic  value
method,  allowing  them to continue to apply  current  accounting  requirements,
which  generally  result in no  compensation  cost for most fixed  stock  option
plans.   If  the  intrinsic   value  method  is  retained,   SFAS  123  requires
significantly expanded disclosure,  including disclosure of the pro-forma amount
of net income and earnings per share as if the fair value-based method were used
to account for stock-based compensation.  SFAS 123 is effective for fiscal years
beginning  after  December  15,  1995,  however,  employers  will be required to
include in that year's financial  statements,  information about options granted
in 1995.  The  Company  has  determined  that it will  continue to apply the APB
Opinion #25 method in preparing its consolidated financial statements.


                                       -8-
<PAGE> 11


RECENT DEVELOPMENTS
- ------ ------------

     Legislative   issues   regarding  the   recapitalization   of  the  Savings
Association  Insurance Fund (SAIF) of the FDIC, the disparity in bank and thrift
deposit insurance premiums,  FICO bond interest payments, the merger of SAIF and
BIF and other pending  regulatory  issues remain  unresolved.  Management cannot
predict the impact  future  legislation  or  regulatory  changes may have on the
operations of the Company.  However,  without  legislation  addressing  the FDIC
insurance premium disparity, the Company, like other thrift holding companies of
well capitalized  thrifts posing  no-foreseeable risk to the FDIC, will continue
to pay deposit insurance premiums significantly higher than comparable banks. In
addition, management cannot predict the ultimate effect the continued nationwide
migration of SAIF  insured  deposits to BIF  insurance  coverage may have on the
Company's operation.

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




                                         -9-

<PAGE> 12

                             PART II - OTHER INFORMATION

                                  WESTCO BANCORP, INC.

Item 1.  LEGAL PROCEEDINGS
         ----- -----------

From  time to time,  the  Association  is a party to  legal  proceedings  in the
ordinary  course of business,  wherein it enforces its  security  interest.  The
Company  and the  Association  are not  engaged  in any legal  proceedings  of a
material nature at the present time.

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

STOCK OPTIONS

     On June 17, 1996, in accordance  with the provisions of the Westco Bancorp,
Inc.  1992  Incentive  Stock  Option  Plan,  which was approved by a vote of the
shareholders on September 29, 1992, Executive Vice President,  Gregg P. Goossens
exercised options on 1,500 shares of Common Stock granted to him.

STOCK REPURCHASE PROGRAM

     The Company  began its sixth common  stock  repurchase  plan in  September,
1995.  Under the  terms of the  repurchase  plan,  as  approved  by the Board of
Directors, up to 135,000 shares may be repurchased. As of August 9, 1996, 87,410
shares had been repurchased.

COMMON STOCK SHARES OUTSTANDING

     As a result of the exercise of options and shares repurchased in accordance
with the repurchase plan previously  described, the number of common shares out-
standing on August 9, 1996 totalled 2,611,643 shares.

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

         (a)  The following exhibits are filed as part of this report:

         3.1     Certificate of Incorporation of Westco Bancorp, Inc.*
         3.2     Bylaws of Westco Bancorp, Inc.*
         4.0     Stock Certificate of Westco Bancorp, Inc.*
        11.0     Computation of earnings per share (filed herewith)
        27.0     Financial Data Schedule (filed herewith)

        *  Incorporated herein by reference in this document from the
           Exhibits to Form S-l, Registration Statement, filed on March 23,
           1992 and any amendments thereto, Registration No. 33-46441.

         (b)   No reports on Form 8-K were filed this quarter.

                                         -10-

<PAGE> 13

                                    SIGNATURES

     Pursuant to the  requirements  of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                                   WESTCO BANCORP, INC.
                                                   --------------------        
                                                        Registrant


DATE:  August 9, 1996            BY:      (s)      /s/ David C. Burba           
                                                   -----------------------------
                                                   David C. Burba
                                                   President and
                                                   Chief Executive Officer




DATE:  August 9, 1996            BY:      (s)      /s/ Richard A. Brechlin     
                                                   -----------------------------
                                                   Richard A. Brechlin
                                                   Executive Vice President and
                                                   Chief Financial Officer
 



DATE:  August 9, 1996            BY:      (s)      /s/ Kenneth J. Kaczmarek    
                                                   -----------------------------
                                                   Kenneth J. Kaczamarek
                                                   Vice President and
                                                   Chief Accounting Officer






                                       -11-




EXHIBIT 11.0 - Computation of Earnings Per Share

<TABLE>
<CAPTION>
                                                 Three Months      Six Months
                                                    Ended             Ended
                                                   6/30/96          6/30/96
                                                 ------------      ----------
<S>                                              <C>               <C>    
Net Income                                       $1,058,210        $2,027,445
                                                 ==========        ==========

Weighted average shares outstanding               2,650,737         2,671,458

Common stock equivalents due to
 dilutive effect of stock options                   207,647           202,921
                                                 ----------        ----------

Total weighted average common shares
 and equivalents outstanding                      2,858,384         2,874,379
                                                 ==========        ==========

Primary earnings per share                       $     0.37        $     0.71
                                                 ==========        ==========

Total weighted average common shares
 and equivalents outstanding for
 primary computation                              2,858,384         2,874,379

Additional dilutive shares using the
 end of period market value versus
 the average market value when
 applying the treasury stock method                   6,075 *          10,801 *
                                                 ----------        ----------

Total weighted average comon shares
 and equivalents outstanding for
 fully diluted computation                        2,864,459         2,885,180
                                                 ==========        ==========

Fully diluted earnings per share                 $     0.37        $     0.70
                                                 ==========        ==========

</TABLE>

*If average share price is greater than ending price, the average price for
 both primary and fully diluted is used for the calculation.

<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
THIS LEGEND CONTAINS SUMMARY INFORMATION EXTRACTED FROM THE FORM 10-Q AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000885413
<NAME>  WESTCO BANCORP, INC.
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1996
<CASH>                                       4,292,518
<INT-BEARING-DEPOSITS>                       5,475,410
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                               783,784
<INVESTMENTS-HELD-FOR-SALE>                          0
<INVESTMENTS-CARRYING>                      80,376,044
<INVESTMENTS-MARKET>                        80,802,492
<LOANS>                                    215,854,805
<ALLOWANCE>                                    882,800
<TOTAL-ASSETS>                             312,157,887
<DEPOSITS>                                 256,344,312
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                          7,577,356
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                        34,813
<OTHER-SE>                                  48,201,406
<TOTAL-LIABILITIES-AND-EQUITY>             312,157,887
<INTEREST-LOAN>                              9,148,852
<INTEREST-INVEST>                            2,435,443
<INTEREST-OTHER>                                     0
<INTEREST-TOTAL>                            11,584,295
<INTEREST-DEPOSIT>                           6,125,778
<INTEREST-EXPENSE>                           6,125,778
<INTEREST-INCOME-NET>                        5,458,517
<LOAN-LOSSES>                                        0
<SECURITIES-GAINS>                            (64,733)
<EXPENSE-OTHER>                              2,625,254
<INCOME-PRETAX>                              3,148,845
<INCOME-PRE-EXTRAORDINARY>                   3,148,845
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 2,027,445
<EPS-PRIMARY>                                      .71
<EPS-DILUTED>                                      .70
<YIELD-ACTUAL>                                    3.64
<LOANS-NON>                                    931,000
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                               882,800
<CHARGE-OFFS>                                        0
<RECOVERIES>                                         0<F1>
<ALLOWANCE-CLOSE>                              882,800
<ALLOWANCE-DOMESTIC>                                 0
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                        882,800
<FN>
<F1> Not contained in Form 10-Q.
</FN>
        

</TABLE>


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