NORTHWEST EQUITY CORP
10QSB, 1996-08-07
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON , D.C. 20549
                              ---------------------

                                   FORM 10-QSB

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

                       For the quarter ended June 30, 1996
                         Commission file number 0-24606

                             NORTHWEST EQUITY CORP.
        (exact name of small business issuer as specified in its charter)

         Wisconsin                                           39-1772981
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)


   234 Keller Avenue South                                     54001
        Amery, Wisconsin                                     (Zip code)
(Address of principal executive offices)                          
                                     

                                 (715) 268-7105
                (Issuer's telephone number, including area code)

     Check whether the issuer (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
report(s),  and (2) has been subject to such filing requirements for the past 90
days.
                              (1) Yes __x__ No_____
                              (2) Yes __x__ No_____

     The number of shares  outstanding of the issuer's  common stock,  $1.00 par
value per share, was 945,392 at June 30, 1996.


SIGNATURES

     In accordance with 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.

                                      NORTHWEST EQUITY CORP.


Dated:___7/24/96_____________         By:   __/s/_Brian L. Beadle___________
                                            (Brian L. Beadle, President
                                            Principal Executive Officer and
                                            Principal Financial and
                                            Accounting Officer)


                                       1
<PAGE>

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

Item 2.  Management's Discussion and Analysis or Plan of Operation.


PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

     Neither  the  Registrant  nor the Bank is  involved  in any  pending  legal
proceedings  involving  amounts in the aggregate which  management  believes are
material to the financial  condition and results of operations of the Registrant
and the Bank.

Item 2. Changes in Securities.

        None.

Item 3. Defaults upon Senior Securities.

        None.

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

        None

Item 5.        Other  Information.
        None.

Item 6. Exhibits and Reports on Form 8-k.

     a. No  reports on Form 8-K were filed  during  the  quarter  for which this
report was filed.


                                       2
<PAGE>


                           CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)

                                                       June 30,
                                                         1996        March 31,
                             ASSETS                   (unaudited)      1996
                                                       ---------     ---------
Cash - including interest bearing deposits of $1,977
     at June 30, 1996 and $2,465 at March 31, 1996       $2,979        $3,412
Securities available- for- sale - fair value              3,120         2,859
Mortgage backed securities - market value of $7,757    
     at June 30, 1996 and $5,386 at March 31, 1996        7,950         5,373
Loans held for sale - at market                           1,039           717
Loans receivable - net                                   72,490        69,963
Foreclosed properties and properties subject to
     foreclosure                                            143           127
Investment in Federal Home Loan Bank stock at
     cost - which approximates fair value                   803           803
Premises and equipment                                    2,415         2,199
Accrued interest receivable                                 590           602
Prepaid expenses and other assets                           275           300
                                                        -------       -------
TOTAL ASSETS                                            $91,804       $86,355
                                                        =======       =======

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
     Savings accounts                                   $59,835       $57,256
     Advances from Federal Home Loan Bank                15,756        12,556
     Other borrowed money                                 3,998         4,356
     Accounts payable and accrued expenses                  344           308
     Accrued income taxes                                   151            15
                                                         ------        ------
           Total liabilities                             80,084        74,491
                                                         ------        ------
Stockholders' Equity
     Preferred stock - $1 par value; 2,000,000 shares
     authorized; none issued                                - -           - -
     Common stock - $1 par value: 4,000,000 shares
     authorized; 1,032,517 shares issued and outstanding  1,033         1,033
     Additional paid-in capital                           6,584         6,584
     Net unrealized loss on securities available for sale   (44)          (34)
     Less unearned restricted stock plan award             (249)         (319)
     Less unearned Employee Stock Ownership
       Plan compensation                                   (665)         (699)
     Less treasury stock - at cost - 87,125 shares         (934)         (561)
     Retained earnings - substantially restricted         5,995         5,860
                                                        -------        ------
        Total stockholders' equity                       11,720        11,864
                                                        -------       -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              $91,804       $86,355
                                                        =======       =======

           See accompanying Notes to Consolidated Financial Statements

                                       3
<PAGE>


                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                  (In Thousands except for per share amounts)

                                                        Three Months Ended
                                                               June 30,
                                                       ----------------------
                                                          1996          1995
                                                       --------       -------
Interest income:
     Interest and fees on loans                          $1,598        $1,353
     Interest on mortgage-backed and related securities     140            62
     Interest and dividends on investments                   64            54
                                                          -----         -----
        Total interest income                             1,802         1,469
                                                          -----         -----

Interest expense:
     Interest on savings                                    695           594
     Interest on borrowings                                 277           113
                                                           ----          ----
        Total interest expense                              972           707
                                                           ----          ----
           Net interest income                              830           762
Provision for loan losses                                     6             6
                                                           ----          ----
Net interest income after provision for loan losses         824           756
                                                           ----          ----
Other income:
     Mortgage servicing fees                                 19            18
     Service charges on deposits                             58            60
     Gain on sale of mortgage loans                          15             8
     Other                                                   48            26
                                                           ----          ----
        Total other income                                  140           112
                                                           ----          ----

General and administrative expenses:
     Salaries and employee benefits                         307           231
     Net occupancy expense                                   67            60
     Data processing                                         37            34
     Federal insurance premiums                              35            31
     Other                                                  131           124
                                                           ----          ----
        Total general and administrative expense            577           480
                                                           ----          ----

Income before income taxes                                  387           388
                                                        `
        Income taxes                                        164           154
                                                           ----          ----

Net income                                                 $223          $234
                                                           ====          ====

Earnings per share:                                       $0.25         $0.25
                                                          -----         -----

          See accompanying Notes to Consolidated Financial Statements

                                       4
<PAGE>

<TABLE>
                  CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
                                   (UNAUDITED)
                                 (In Thousands)
<CAPTION>
                                                                            Unrealized
                                                                            Gain(Loss)             Unearned
                                                               Additional On Securities Unearned    ESOP
                                                        Common   Paid-in    Available  Restricted Compen-  Treasury Retained
                                                         Stock   Capital     For Sale    Stock     sation   Stock   Earnings  Total
                                                        ------   -------     --------    -----    --- ----------------  ------------

Three Months Ended June 30, 1995
<S>                                                     <C>      <C>           <C>        <C>       <C>      <C>      <C>   <C> 
Balance - March 31, 1995                                $1,033   $6,584        (107)      - -       (826)     - -     5354   12,038

     Net income                                            - -      - -         - -       - -       - -       - -      234      234
     Adjustment of carrying value of securities available                                                                           
       for sale, net of deferred taxes of $39              - -      - -          61       - -       - -       - -      - -       61
     Amortization of unearned ESOP and restricted                                                                                   
       stock award                                         - -      - -         - -       - -         23      - -      - -       23
     Purchase of Treasury Stock                            - -      - -         - -       - -        - -      - -      - -      - -
     Cash dividends - $.10 per share                       - -      - -         - -       - -        - -      - -      (72)     (72)
Balance - June 30, 1995                                 $1,033   $6,584        ($46)      - -      ($803)     - -   $5,516  $12,284
                                                        ======   ======         ===      ====       ====     ====   ======  =======



Three Months Ended June 30, 1996

Balance - March 31, 1996                                $1,033   $6,584        ($34)    ($319)     ($699)   ($561)    5860   11,864

     Net income                                            - -      - -         - -      $223        - -      - -      - -      223
     Adjustment of carrying value of securities available                                                                  
       for sale, net of deferred taxes of $xx              - -      - -         (10)      - -        - -      - -      - -      (10)
     Amortization of unearned ESOP and restricted                                                                          
       stock award                                         - -      - -         - -        70         34      - -      - -      104
     Purchase of Treasury Stock                            - -      - -         - -       - -        - -     (373)     - -     (373)
     Cash dividends - $.10 per share                       - -      - -         - -       - -        - -      - -      (88)     (88)
 
Balance - June 30, 1996                                 $1,033   $6,584        ($44)    ($249)     ($665)   ($934)  $5,995  $11,720
                                                        ======   ======         ===      ====       ====     ====    =====  =======
   
                                            See accompanying Notes to Consolidated Financial Statements
</TABLE>

                                       5
<PAGE>

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                            Three Months Ended
                                                                 June 30,
                                                            ------------------
                                                              1996         1995
                                                              ----         ----
Cash provided by operating activities:
    Net income                                                $223         $234
      Adjustments to reconcile net income to net cash 
       provided by operations:
         Depreciation                                           24           25
         Provision for loan losses                               6            6
         Amortization of ESOP and restricted stock awards      104          - -
         Proceeds from sales of mortgage loans               1,501          898
         Loans originated for sale                          (1,486)        (890)
         Decrease (increase) accrued interest receivable        16           11
         Decrease(increase) prepaid expenses and other assets   21         (166)
         Increase (decrease) accrued interest payable          (19)         (11)
         Increase(decrease) accrued income taxes payable       136           28
         Increase(decrease) other accrued liabilities           55           51
                                                              ----         ----
      Net cash provided by operating activities                581          186
                                                              ----         ----

Cash provided by investing activities:
   Principal collected on long-term loans                    9,486        4,400
   Long-term loans originated or acquired                  (12,425)      (7,872)
   Purchases of mortgage-backed securities                  (2,766)      (1,933)
   Principal collected on mortgage-backed securities           189          206
   Proceeds from sale of foreclosed property                    43          - -
   Purchase of office properties and equipment                (240)         (29)
   Purchase of investments                                    (261)        (304)
                                                             -----        -----
      Net cash provided by (used in) investing activities   (5,974)      (5,532)
                                                             -----        -----

Cash provided by financing activities:
   Net increase (decrease) in savings accounts              $2,579         2430
   Net increase(decrease) in short term borrowings            (378)        2545
   Repayments of long-term financing                           (13)         - -
   Proceeds from long-term financing                         3,233          - -
   Purchases of treasury stock                                (373)         - -
   Dividends paid                                              (88)         - -
                                                             -----        -----
      Net cash provided by (used in) financing activities    4,960        4,975
                                                             -----        -----

Increase (decrease) in cash and equivalents                   (433)        (371)
   Cash and equivalents - beginning                          3,412        3,086
                                                            ------       ------
   Cash and equivalents - ending                            $2,979       $2,715
                                                            ======       ======

Supplemental disclosures of cash flow information:
   Loans receivable transferred to foreclosed properties
      and properties subject to foreclosure                 $   59       $   42
   Properties subject to foreclosure transferred to
      loans receivable                                      $  - -       $  - -

          See accompanying Notes to Consolidated Financial Statements

                                       6
<PAGE>


                      NORTHWEST EQUITY CORP. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Summary of Significant Accounting Policies:

        The accompanying unaudited consolidated  financial  statements have been
        prepared by the Company  in  accordance  with  the  accounting policies
        described in the Bank's audited financial  statements for the year ended
        March 31, 1996 and should  be read in  conjunction  with  the  financial
        statements and notes which appear in that report.  These  statements do 
        not include all the  information and disclosures required  by generally 
        accepted  accounting  principles.  In  the opinion  of  management,  all
        adjustments  (consisting  of  normal  recurring accruals) considered for
        a fair presentation have been included.

Note 2. Subsequent Events:   none













                                       7
<PAGE>


                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                     CONDITION AND RESULTS OF OPERATIONS OF
                             NORTHWEST EQUITY CORP.


     Comparison  of  Operating  Results for the Three Months Ended June 30, 1995
and June 30, 1996

Net Income

     Net income for the three months ended June 30, 1996,  decreased  $11,000 or
4.7% to $223,000  compared to $234,000 for the three months ended June 30, 1995.
The  decrease in net income was  primarily  due to an  increase in salaries  and
employee  benefits of $76,000 from  $231,000 for the three months ended June 30,
1995 to $307,000 for the three months ended June 30, 1996. The increase reflects
$70,000 for the three months ended June 30, 1996, in expense from accounting for
the Company's  stock  incentive plan that requires under  applicable  accounting
standards that 61.1% of the three-year  cost be amortized in the first year. The
accounting  for this expense did not begin until the  approval of the  Company's
stock incentive plan in October 1995; and therefore no expense was taken for the
three months ended June 30, 1995. This increase in expense was partially  offset
by an increase of $68,000 in net  interest  income from  $762,000  for the three
months  ended June 30,  1995,  to $830,000  for the three  months ended June 30,
1996,  and an increase of $28,000 in total other  income from  $112,000  for the
three months  ended June 30,  1995,  to $140,000 for the three months ended June
30, 1996

Net Interest Income

     Net interest income increased by $68,000 from $762,000 for the three months
ended June 30,  1995,  to $830,000  for the three  months  ended June 30,  1996.
Interest  income  increased  $333,000 to $1.8 million for the three months ended
June 30,  1996,  compared to $1.5  million for the three  months  ended June 30,
1995, while interest  expense  increased only $265,000 to $972,000 for the three
months  ended June 30, 1996,  from  $707,000 for the three months ended June 30,
1995. The improvement in net interest income  primarily  reflects an increase in
average  interest-earning assets of 17.2 million from 67.8 million for the three
months ended June 30, 1995  compared to $85.0 million for the three months ended
June 30, 1996.

Interest Income

     Interest income  increased  $333,000 or 22.7% to $1.8 million for the three
months ended June 30, 1996,  compared to $1.5 million for the three months ended
June 30,  1995.  The  increase  was due to the  increase  in  average  net loans
receivable to $72.7  million for the three months ended June 30, 1996,  compared
to $60.2 million for the three months ended June 30, 1995. The increase in loans
receivable  was the result of the general  increase in mortgage  interest  rates
over the  comparable  periods  which  encouraged  the bank's  customers  to seek
adjustable  rate loans  which are held in house as opposed to  fixed-rate  loans
which are sold on the secondary market.  Interest on mortgage-backed and related
securities  increased  $78,000 to $140,000  for the three  months ended June 30,
1996, from $62,000 for the three months ended June 30, 1995, due primarily to an
increase in the average balance of mortgage  backed and related  securities from
$3.5 million for the three months ended June 30, 1995, to an average  balance of
$7.7 million for the three  months  ended June 30, 1996,  that was the result of
the purchase of $2.8 million of additional securities.

     Interest on investments  increased  $10,000 to $64,000 for the three months
ended June 30,  1996,  compared to $54,000 for the three  months  ended June 30,
1995,  as a result of an  increase in the  average  outstanding  balance of such
investments  from $4.0 million for the three months ended June 30, l995, to $4.6
million for the three months ended June 30, 1996.

                                       8
<PAGE>


MANAGEMENT'S DISCUSSION(CONT.)

Interest Expense

     Interest  expense  increased  $265,000 or 37.5% to  $972,000  for the three
months ended June 30, 1996, compared to $707,000 for the three months ended June
30, 1995.  Interest on savings increased $101,000 or 17.0% from $594,000 for the
three months ended June 30, 1995 to $695,000 for the three months ended June 30,
1996. The increase reflects an increase in the average interest earning deposits
to $59.1  million  for the three  months  ended June 30,  1996,  from an average
balance  of $51.3  million  for the three  months  ended June 30,  1995,  and an
increase in rates paid. Interest on borrowings increased $164,000 or 145.1% from
$113,000 for the three  months  ended June 30,  1995,  to $277,000 for the three
months  ended June 30,  1996.  The  increase  reflects  an  increase  in average
advances and other  borrowings from $7.2 million for the three months ended June
30,  1995,  to $19.0  million  for the three  months  ended June 30,  1996.  The
increase  in  advances  and other  borrowings  was used to fund the  increase in
assets between the periods. 

Provision for Loan Losses

     The provision for loan losses remained at $6,000 for the three months ended
June 30, 1996,  compared to $6,000 for the three months ended June 30, 1995. The
allowance  for loan  losses  totalled  $435,000  at June 30,  1996,  compared to
$439,000  at June 30,  1995,  and  represented  .59% and .71% of gross loans and
62.59% and 106.30% of non-performing loans,  respectively.  Management currently
believes the  allowance  for loan losses is at an adequate  level to provide for
potential  loan  losses and that  future  provisions  for loan losses will be at
levels necessary to cover only charge-offs and general increases in gross loans.
The  non-performing  assets to total  assets  ratio  was .92% at June 30,  1996,
compared to .61% at June 30, 1995.

Other Income

     Total other  income  increased  25.0% or $28,000 to $140,000  for the three
months ended June 30, 1996, compared to $112,000 for the three months ended June
30, 1995.  The increase  includes a $7,000  increase in gain on sale of mortgage
loans to $15,000 for the three  months ended June 30, 1996  compared,  to $8,000
for the three months ended June 30, 1995.  Other income  increased  $22,000 from
$26,000 for the three months ended June 30. 1995 to $48,000 for the three months
ended June 30, 1996, and reflects real estate lot sales in the bank's subsidiary
of $20,000 for the three months  ended June 30,  1996,  compared to none for the
three months ended June 30, 1995.

General and Administrative Expenses

     General and administrative  expenses increased $97,000 or 20.2% to $577,000
for the three  months  ended June 30,  1996,  compared to $480,000 for the three
months ended June 30, 1995.  Salaries and employee  benefits  increased  $76,000
from  $231,000 for the three  months  ended June 30,  1995,  to $307,000 for the
three months ended June 30, 1996.  The increase  reflects  $70,000 for the three
months ended June 30, 1996, in expense from  accounting for the Company's  stock
incentive plan that requires under applicable accounting standards that 61.1% of
the  three-year  cost be amortized in the first year.  The  accounting  for this
expense did not begin until the approval of the Company's  stock  incentive plan
in October  1995;  and therefore no expense was taken for the three months ended
June 30, 1995. Net occupany expense  increased $7,000 from $60,000 for the three
months ended June 30, 1995, to $67,000 for the three months ended June 30, 1996.
Other  expenses  increased  $7,000 from $124,000 for the three months ended June
30, 1995, to $131,000 for the three months ended June 30, 1996.

                                       9
<PAGE>



MANAGEMENT'S DISCUSSION(CONT.)

Income Tax Expense

Income tax expense  increased $10,000 or 6.5% from $154,000 for the three months
ended June 30, 1995,  to $164,000 for the three months ended June 30, 1996.  The
effective tax rate for the three months ended June 30, 1996,  was 42.4% compared
to 39.7% for the three months  ended June 30,  1995.  The increase in income tax
expense is the direct  result of an increase in the  effective  rate,  as income
before taxes decreased  $1,000 from $388,000 for the three months ended June 30,
1995,  to $387,000 for the three  months  ended June 30,  1996.  The increase in
effective  rate is the result on an  accounting  change to  accomodate  a slight
underaccrual of taxes for the previous fiscal year.

Financial Condition

     Total assets  increased  $5.4 million or 6.3% to $91.8  million at June 30,
1996, compared to $86.4 million at March 31, 1996. The increase is a result of a
$2.5 million or 3.6%  increase in net loans  receivable to $72.5 million at June
30, 1996, compared to $70.0 million at March 31, 1996. The increase in net loans
receivable  was the result of the expected  seasonal  increase of loan  activity
during the spring and summer months.  Cash decreased  $433,000 from $3.4 million
at March 31, 1996,  to $3.0 million at June 30, 1996,  and was used to partially
fund  the  increase  in net  loans  receivable.  Securities  available  for sale
increased  $261,000 from $2.9 million at March 31, 1996, to $3.1 million at June
30, 1996,  as the result of the purchase of an  additional  money market  mutual
funds.  Mortgage backed and related securities  increased $2.6 million from $5.4
million on March 31, 1996,  to $8.0 million at June 30, 1996,  as the net result
of the  purchase  of an $2.8  million of  additional  securities  and  principle
repayments.  The additional securities were purchased to meet an increase in the
liquity  requirement  imposed by the Offfice of the  Commissioner of Savings and
Loan from 5% to 8% of selected liabilities.

     Savings  accounts  increased  $2.5 million from $57.3  million at March 31,
1996, to $59.8 million at June 30, 1996.  Outstanding  advances from the Federal
Home Loan Bank  increased  $3.2 million from $12.6  million at March 31, 1996 to
$15.8  million at June 30, 1996.  The increase in advances were used to fund the
purchase the additional  mortgage backed and related securities  required by the
increase in the Office of Savings and Loan's liquity requirement

Shareholders  Equity decreased $144,000 from $11.9 million at March 31, 1996, to
$11.7  million at June 30, 1996,  as a result of net income for the three months
ended June 30, 1996, and the  amortization  of the common stock purchased by the
employee stock  ownership  plan of $34,000 from  ($699,000) on March 31, 1996 to
($665,000) on June 30, 1996; the  amortization of the unearned  restricted stock
plan award of $70,000 from  ($319,000)  at March 31, 1996, to ($249,000) at June
30,  1996;  a decrease  in the fair value of  securities  held for sale,  net of
related deferred taxes, of $10,000;  and the purchase of an additional  $373,000
in treasury  stock that changed the  treasury  stock  balance from  ($561000) at
March 31, 1996, to ($934,000) at June 30, 1996.

Current Developments

        Deposits of the Bank  currently are insured to applicable  limits by the
FDIC  under the  Savings  Association  Insurance  Fund  ("SAIF").  The FDIC also
insures commercial bank deposits under the Bank Insurance Fund ("BIF").  Premium
levels are set for each fund to facilitate  the fund  achieving  its  designated
reserve  ratio.  As the  funds  reach  their  designated  rations,  the FDIC has
authority to lower fund premium  assessments to rates sufficient to maintain the
designated  reserve ration.  In May 1995, the BIF achieved its designated ration
and the FDIC lowered BIF premium  rates for most  BIF-insured  institutions.  In
November  1995,  the FDIC  reduced  assessment  rates by four  cents per $100 of
deposits for all institutions, producing a premium rate schedule ranging from 0%
(i.e.  whereby such institutions will be subject only to a $2,000 minimum annual
premium) to 0.27% of deposits depending on the institution's  risk-based premium
category.

                                       10
<PAGE>

 MANAGEMENT'S DISCUSSION (CONT.)

Based on these  assessment rate  modifications,  the majority of BIF members now
pay  only  a  $2,000  minimum  annual   premium  and,   therefore,   BIF-insured
institutions pay, on average, 0.43 cents per $100 of deposits.  The SAIF has not
achieved its designated  reserve ration and is not anticipated to do so prior to
the year 2001.  Therefore,  SAIF premium rates for SAIF-insured members continue
to be set at an average of 23.7 cents per $100 of  deposits.  As a result of the
new assessment rate provisions,  SAIF member  institutions have been placed at a
competitive disadvantage based on higher deposit insurance premium obligations.

        Congress is currently  evaluating various proposals and bills concerning
the  premium  differential  between  the FDIC's  BIF and SAIF funds and  related
matters.  The current proposal calls for a one-time  assessment of approximately
85 to 90 basis points per $100 of SAIF deposits as of March 31, 1995. Both funds
would then, going forward,  have the same lower deposit premiums. If the special
assessment were imposed at 85 basis points per $100 of insurable  deposits,  the
amount  of the  assessment  to the Bank  would be  approximately  $430,000.  The
special  assessment  will have the effect of reducing  the Bank's  earnings  and
capital by the after-tax  amount of the  assessment as of the date of enactment,
which is estimated to be $252,000 or $0.26 per share. FDIC premium expense would
then be reduced in future periods.  Proposals under  consideration  also address
related issues,  including (i) providing that certain bond  obligations be borne
by all insured  depository  institutions  (rather than solely by the SAIF); (ii)
the  merger of the SAIF and BIF by  January 1, 1998  (provided  no  FDIC-insured
depository  institution  is a  savings  association  on that  date);  and  (iii)
repealing the bad debt reserve  accounting method currently  available to thrift
savings  associations  such as the Bank,  with certain  provisions  for deferred
recapture.  The Bank is unable to predict  when or whether any of the  foregoing
legislation  will be enacted,  the amount or applicable  retroactive date of any
one-time  assessment,  or the rates that might  subsequently apply to assessable
SAIF  deposits;   however,   management   anticipates   that  the  Bank,   after
consideration  of  the  one-time  assessment,   would  continue  to  exceed  all
regulatory minimum capital levels. Further,  management does not anticipate that
any of the legislative  proposals,  if enacted,  would have a material impact on
the Company's financial condition in future periods.

        Under the FDI Act,  insurance of deposits may be  terminated by the FDIC
upon a finding that the institution has engaged in unsafe or unsound  practices,
is in an unsafe or unsound  condition  operations or has violated any applicable
law,  regulation,   rule,  order  or  condition  imposed  by  the  FDIC  or  the
Commissioner. Management of the Bank does not know of any practice, condition or
violation that might lead to the termination of deposit insurance.

        On October 5, 1994,  the FDIC  issued an  "Advanced  Notice of  Proposed
Rulemaking"  pursuant  to which the FDIC is  soliciting  comments on whether the
deposit-insurance   assessment  base  currently   provided  for  in  the  FDIC's
assessment regulations should be redefined. As a result of the recent transition
to a  risk-based  deposit  insurance  system,  effective  January 1,  1994,  the
assessment  base,  which had been determined by statute pursuant to the FDI Act,
is now determined by the FDIC by  regulation.  At present,  however,  the FDIC's
assessment  base  regulations  continue to be based on the statutory  provisions
under the FDI Act.  Under current law,  insurance  premiums paid to the FDIC are
calculated by multiplying the institution's  assessment base (which equals total
domestic deposits, as adjusted for certain elements) by its assessment rate.

     Based on the change to the new deposit  insurance  system,  developments in
the  financial  services  industry,  changes  in the  activities  of  depository
institutions  and  other  factors,  the  FDIC  seeks  comments  on  whether  the
assessment  base  should be  redefined.The  FDIC has stated  that  review of the
definition of "assessment  base" does not signal any intent to enhance the total
dollar amount of assessments  collected,  but that such  redefinition may impact
the  assessments  paid  on  an  institution-by-institution  basis.  Until  final
regulations are adopted affecting the definition of an institution's  assessment
base,  the Bank cannot  predict  what impact  such  regulation  may have on Bank
operations.

                                       11
<PAGE>


MANAGEMENT'S DISCUSSION (CONT.)

Asset/Liability Management

Asset/liability management is an ongoing process of matching asset and liability
maturities  to reduce  interest rate risk.  Management  attempts to control this
risk through pricing of assets and  liabilities and maintaining  specific levels
of maturities.  In recent  periods,  management's  strategy has been to (1) sell
substantially  all new  originations  of  long-term,  fixed-rate  single  family
mortgage loans in the secondary  market,  (2) invest in various  adjustable-rate
and  short-term   mortgage-backed   and  related   securities,   (3)  invest  in
adjustable-rate,  single family  mortgage  loans,  and (4) encourage  medium and
longer-term certificates of deposit. The Company's estimated cumulative one-year
gap between assets and liabilities was a negative 4.26% of total assets,  at the
latest available  reporting date of March 31, 1996. A negative gap occurs when a
greater  dollar amount of  interest-earning  liabilities  than  interest-bearing
assets  are  repricing  or  maturing  during a given  time  period.  The  Bank's
three-year  cumulative  gap as of March 31, 1996, was a negative  1.82%.  During
periods of rising interest rates, a negative  interest rate sensitivity gap will
tend to  negatively  affect  net  interest  income.  During  periods  of falling
interest rates, a negative  interest rate sensitivity gap will tend to postively
affect the net interest income.

Management believes that its asset/liability  management strategies have reduced
the potential effects of changes in interest rates on its operations.  Increases
in interest  rates may  increase net interest  income  because  interest-earning
assets  will  reprice  more  quickly  than  interest-bearing   liabilities.  The
Company's  analysis of the  maturity  and  repricing  of assets and  liabilities
incorporates  certain assumptions  concerning the amortization and prepayment of
such assets and liabilities.

Management  believes that these  assumptions  approximate  actual experience and
considers them  reasonable,  although the actual  amortization  and repayment of
assets and liabilities may vary substantially.


Management Strategy

Asset Quality

Total non-performing assets increased to $845,000 at June 30, 1996 from $455,000
at June 30, 1995. As a percentage of assets,  non-performing assets increased to
 .92% at June 30, 1996, compared to .61% at June 30, 1995.


Selected Financial Ratios and Other Data:        At or For the
                                            Three months ended June 30,
Performance Ratios                             1996             1995
                                               ----             ----

Return on average assets                       0.99%            1.31%
Return on average equity                       7.56%            7.69%







                                       12
<PAGE>


MANAGEMENT' S DISCUSSION(CONT.)
<TABLE>
                                                                  Three Months Ended June 30,
                                             --------------------------------------------------------------------
                                                            1996                               1995
                                             --------------------------------------------------------------------
<CAPTION>
                                               Average    Interest   Average     Average     Interest     Average
                                             Outstanding   Earned/    Yield/   Outstanding    Earned/      Yield/
                                               Balance      Paid       Rate      Balance       Paid         Rate
Assets

  Interest-earning assets:
 <S>                                            <C>        <C>        <C>        <C>         <C>          <C>
   Mortgage loans                               $60,988    $1,300      8.53%     $51,398     $1,120        8.72%
    Commerical loans                              4,401       120     10.92        3,895        112       11.50
    Consumer loans                                7,293       178      9.74        4,908        121        9.86
                                                 ------     -----     -----       ------      -----       -----
       Total loans                               72,682     1,598      8.79       60,201      1,353        8.99
    Mortgage-backed and related securities        7,741       140      7.25        3,546         62        6.99
    Interest bearing deposits in other
       financial institutions                       804        11      5.41          730         10        5.48
    Investment securities                         2,974        39      5.29        2,855         38        5.32
    Federal Home Loan Bank stock                    803        14      6.72          442          6        5.43
                                                 ------     -----      -----      ------     ------        ----
       Total interest-earning assets             85,004    $1,802      8.48%      67,774     $1,469        8.67%
                                                 ------                           ------       
    Non-interest earning assets                   5,020                            3,654
                                                 ------                           ------
       Total assets                             $90,024                          $71,428
                                                ========                         ======= 
Liabilities and retained earnings:
  Deposits:
    NOW accounts                                $ 8,918    $   39      1.75%    $  8,743     $   38        1.74%
    Money market deposit accounts                 2,941        35      4.76%          97          1        4.12
    Passbook                                      7,230        41      2.26%       6,924         43        2.48
    Certificates of deposit                      40,038       580      5.80%      35,577        512        5.76
                                                 ------       ---      -----      ------        ---        ----
       Total deposits                            59,127       695      4.70%      51,341        594        4.63
  Advances and other borrowings                  19,004       277      5.83%       7,232        113        6.25
                                                 ------       ---      -----      ------        ---        ----
    Total interest-bearing liabilities           78,131       972      4.98%      58,573        707        4.83%
  Non-interest bearing liabilities                  101                              690
  Equity                                         11,792                           12,165
                                                -------                           ------
    Total liabilities and retained earnings     $90,024                          $71,428
                                                =======                          =======
  Net interest income/interest rate spread                 $  830       3.50%                $  762        3.84%
                                                           ======       ====                 =======       ====
  Net earning assets/net interest margin        $ 6,873                 3.90%    $ 9,201                   4.50%
                                                =======                 ====     =======                   ==== 
  Average interest-earning assets to
    average interest-bearing liabilities           1.09x                            1.16x
                                                   ====                             ====
    ________________________
<FN>
    (1)  Includes non-interest bearing NOW accounts.

    (2)  Interest rate spread represents the difference between the average yield on interest-earning assets
         and the average rate on interest-bearing liabilities.

    (3)  Net interest margin represents net interest income divided by average interest-earning assets.
</FN>
</TABLE>

                                       13
<PAGE>



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