NORTHWEST EQUITY CORP
10QSB, 1999-07-27
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, 1999
                         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
         Amery, Wisconsin                                        54001
(Address of principal executive offices)                      (Zip code)

                                 (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 825,301 at June 30, 1999.


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:____7/26/99______                     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

         None

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>


                      NORTHWEST EQUITY CORP. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                  (In Thousands)
                                      ASSETS
                                                         June 30,
                                                           1999        March 31,
                                                        (unaudited)      1999
                                                      ------------  ------------


Cash and due from banks                                    $3,571        $4,749
Interest-bearing deposits with financial institutions       3,596         5,721
Securities held to maturity                                 9,072         9,435
Investment in Federal Home Loan Bank stock                    712           850
Loans held for sale                                           299           143
Loans receivable - Net of allowance for loan losses        72,668        73,347
Foreclosed properties and properties subject to foreclosure    63            63
Accrued interest receivable                                   552           556
Premises and equipment                                      2,149         2,176
Prepaid expenses and other assets                             939           545
                                                      ------------   -----------
TOTAL ASSETS                                              $93,621       $97,585
                                                      ============   ===========

                       LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
    Deposits:
     Demand and NOW deposits                              $10,936        $9,936
     Savings and money market deposits                     14,619        13,419
     Certificates of deposit                               36,524        38,648
                                                      ------------   -----------
        Total deposits                                     62,079        62,003
    Advances from Federal Home Loan Bank                   14,240        16,990
    Borrowed funds                                          4,145         5,625
    Accounts payable and accrued expenses                     591           606
                                                      ------------   -----------
          Total liabilities                                81,055        85,224
                                                      ------------   -----------

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; 825,301 shares outstanding    1,033         1,033
    Additional paid-in capital                              6,582         6,582
    Less unearned Employee Stock Ownership Plan              (104)         (155)
    Less 207,216 treasury stock - at cost                  (2,549)       (2,549)
    Retained earnings - Substantially restricted            7,604         7,450
                                                      ------------   -----------
          Total stockholders' equity                       12,566        12,361
                                                      ------------   -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $93,621       $97,585
                                                      ============   ===========

           See accompanying Notes to Consolidated Financial Statements



                                       3
<PAGE>



                        NORTHWEST EQUITY CORP. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                                     (UNAUDITED)
                     (In Thousands except for per share amounts)

                                                         Three Months Ended
                                                               June 30,
                                                          1999          1998
                                                      ------------  ------------
Interest income:
 Interest and fees on loans                              $1,619        $1,745
 Interest on mortgage-backed securities                      97           115
 Interest and dividends on investments                      111            97
                                                      ------------  ------------
  Total interest income                                   1,827         1,957
                                                      ------------  ------------

Interest expense:
 Interest on deposits                                       655           720
 Interest on borrowings                                     255           326
                                                      ------------  ------------
  Total interest expense                                    910         1,046
                                                      ------------  ------------
   Net interest income                                      917           911
Provision for loan losses                                     0            25
                                                      ------------  ------------

Net interest income after provision for loan losses         917           886
                                                      ------------  ------------

Other income:
 Mortgage servicing fees                                     26            21
 Service charges on deposits                                 71            62
 Gain on sale of mortgage loans                               8            38
 Other                                                       39            83
                                                      ------------  ------------
  Total other income                                        144           204
                                                      ------------  ------------

General and administrative expenses:
 Salaries and employee benefits                             367           336
 Net occupancy expense                                       84            86
 Data processing                                             35            35
 Federal insurance premiums                                   8            10
 Other                                                      115           134
                                                      ------------  ------------
  Total general and administrative expense                  609           601
                                                      ------------  ------------

Income before provision for income taxes                    452           489

 Provision for income taxes                                 157           167
                                                      ------------  ------------


Net income                                                 $295          $322
                                                      ============  ============

Basic earnings per share                                  $0.37         $0.42
                                                      ============  ============

Diluted earnings per share                                $0.35         $0.39
                                                      ============  ============

             See accompanying Notes to Consolidated Financial Statements




                                       4
<PAGE>

<TABLE>

                                                        NORTHWEST EQUITY CORP. AND SUBSIDIARY
                                                    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                                                      (UNAUDITED)
                                                                     (In Thousands)


                                                                                            Unearned
                                                                    Additional   Unearned     ESOP
                                                           Common    Paid-In    Restricted   Compen-   Treasury   Retained
                                                           Stock     Capital      Stock      sation      Stock    Earnings    Total
                                                          --------  ----------  ----------- ---------  ---------  ---------  -------
<CAPTION>
<S>                                                      <C>        <C>         <C>        <C>       <C>         <C>      <C>

Three Months Ended June 30, 1998


Balance - March 31, 1998                                   $1,033     $6,584      $(26)      $(389)    $(2,557)    $6,869   $11,514

      Comprehensice income
          Net income                                          - -        - -       - -         - -         - -        322       322
      Amortization of unearned ESOP and restricted stock
          award                                               - -        - -        13          31         - -        - -        44
      Exercise of incentive stock options                     - -         (2)      - -         - -           8        - -         6
      Cash dividends - $.16 per share                         - -        - -       - -         - -         - -       (132)     (132)

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

Balance - June 30, 1998                                     1,033      6,582      $(13)       (358)     (2,549)     7,059    11,754
                                                           ========   =======     =====       ======   =========    ======   =======

Three Months Ended June 30, 1999

Balance - March 31, 1999                                    1,033      6,582       - -        (155)     (2,549)     7,450    12,361

      Comprehensice income
          Net income                                          - -        - -       - -         - -         - -        295       295
      Amortization of unearned ESOP and restricted stock
          award                                               - -        - -       - -          51         - -        - -        51
      Cash dividends - $.17 per share                         - -        - -       - -         - -         - -       (141)     (141)
                                                           --------   -------     -----       ------   ---------    ------   -------

Balance - June 30, 1999                                    $1,033     $6,582     $ - -       $(104)    $(2,549)    $7,604   $12,566
                                                           ========   =======     =====       ======   =========    ======   =======

                                              See accompanying Notes to Consolidated Financial Statements

</TABLE>

                                       5
<PAGE>


                        NORTHWEST EQUITY CORP. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (UNAUDITED)
                                    (In Thousands)

                                                           Three Months Ended
                                                                 June 30,
                                                            1999         1998
                                                         -----------  ----------
Cash flows from operating activities:
  Net income                                                $295         $322
   Adjustments to reconcile net income to net cash
    provided by operating activities:
     Provision for depreciation                               36           37
     Provision for loan losses                               - -           25
     Amortization of ESOP and restricted stock awards         51           44
     Proceeds from sales of mortgage loans                 1,538        4,466
     Loans originated for sale                            (1,694)      (4,517)
    Changes in operating assets and liabilities:
     Accrued interest receivable                               4          (19)
     Prepaid expenses and other assets                      (394)           7
     Accrued interest payable                                124          128
     Accrued income taxes payable                            100           79
     Other accrued liabilities                              (239)        (130)
                                                         -----------  ----------

Net cash provided by (used in) operating activities         (179)         442
                                                         -----------  ----------

Cash flows from investing activities:
 Net decrease in interest-bearing deposits with
  financial institutions                                   2,125        2,149
 Proceeds from sales of Federal Home Loan Bank stock         138          206
 Proceeds from  maturities of held to maturity  securities   - -          500
 Purchase of held to maturity securities                     - -         (500)
 Principal collected on mortgage-backed securities           363          287
 Net (increase) decrease in loans                            679         (409)
 Purchase of office properties and equipment                  (9)         (39)
                                                         -----------  ----------

  Net cash provided by  investing activities               3,296        2,194
                                                         -----------  ----------


             See accompanying Notes to Consolidated Financial Statements


                                       6
<PAGE>

                   NORTHWEST EQUITY CORP. AND SUBSIDIARY
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (In Thousands)

                                                    Three Months Ended
                                                         June 30,
                                                  1999            1998
                                                --------        --------

Cash flows from financing activities:
    Net increase (decrease) in deposits             76            (403)
    Net (decrease) in short-term borrowings     (4,509)         (6,309)
    Net increase  in long-term borrowings          279           4,106
    Proceeds from exercise of stock options        - -               8
    Dividends paid                                (141)           (132)
                                               ---------       ---------

     Net cash  (used in) financing activities   (4,295)         (2,730)
                                               ---------       ---------

(Decrease) in cash and due from banks           (1,178)            (94)
    Cash and due from banks at beginning         4,749           2,642
                                               ---------       ---------

    Cash and due from banks at end              $3,571          $2,548
                                               =========       =========




Supplemental disclosures of cash flow information:

Loans receivable transferred to foreclosed
properties and properties subject to foreclosure $ - -            $166

    Loans charged off                               31              40

    Interest Paid                                  786             918

    Income taxes paid                               57              88


        See accompanying Notes to Consolidated Financial Statements


                                       7
<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,  1999 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



                                       8
<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, 1998 and
June 30, 1999

Net Income

         Net income for the three months ended June 30, 1999,  decreased $27,000
or 8.4% to $295,000  compared to $322,000  for the three  months  ended June 30,
1998.  The decrease in net income was primarily due to a decrease in total other
income of $60,000  from  $204,000  for the three  months  ended June 30, 1998 to
$144,000  for the three  months  ended June 30,  1999.  Other  income  decreased
$44,000 from  $83,000 for the three  months ended June 30, 1998,  to $39,000 for
the three months ended June 30, 1999. The decrease in other income was partially
due to a  decrease  in the  profit  on sale of real  estate  held in the  Bank's
subsidiary  of $50,000 from $50,000 for the three months ended June 30, 1998, to
$0 for the three  months  ended June 30,  1999.  Gain on sale of mortgage  loans
decreased  $30,000 from  $38,000 for the three  months  ended June 30, 1998,  to
$8,000  for the three  months  ended June 30,  1999.  A $6,000  increase  in net
interest  income  from  $911,000  for the three  months  ended June 30,  1998 to
$917,000 for the three months ended June 30, 1999,  was offset by an increase in
$8,000 in general and administrative  expense from $601,000 for the three months
ended June 30, 1998 to $609,000 for the three months ended June 30, 1999.

Net Interest Income

         Net interest  income  increased  by $6,000 from  $911,000 for the three
months  ended June 30,  1998,  to $917,000  for the three  months ended June 30,
1999. The improvement in net interest income results from a decrease of $136,000
in total interest  expense to $910,000 for the three months ended June 30, 1999,
from  $1,046,000 for the three months ended June 30, 1998,  while total interest
income decreased only $130,000 to $1,827,000 for the three months ended June 30,
1999, compared to $1,957,000 for the three months ended June 30, 1998

Interest Income

         Interest income decreased  $130,000 or 6.6% to $1,827,000 for the three
months ended June 30, 1999,  compared to $1,957,000 million for the three months
ended June 30, 1998. Interest and fees on loans decreased $126,000 to $1,619,000
for the three months ended June 30, 1999,  compared to $1,745,000  for the three
months ended June 30, 1998.  The decrease was due to the decrease in the average
outstanding  balance of total loans to $74.0  million for the three months ended
June 30,  1999,  compared to $79.1  million for the three  months ended June 30,
1998.  The average  yield/rate on total loans  decreased .08% from 8.83% for the
three months  ended June 30, 1998,  to 8.75% for the three months ended June 30,
1999.  The  decrease  in yield and total  loans was due to a decrease  in market
interest rates over the two  comparable  periods which  encouraged  customers to
refinance  adjustable  rate mortgages which are held in the portfolio with fixed
rate loans which are sold on the secondary market.  Interest on  mortgage-backed
and related  securities  decreased $18,000 to $97,000 for the three months ended
June 30, 1999,  from  $115,000  for the three  months  ended June 30, 1998.  The
decrease  was due to a decrease  in the average  balance of mortgage  backed and
related  securities  from $6.3 million for the three months ended June 30, 1998,
to an average  balance of $5.8 million for the three months ended June 30, 1999.
The decrease in  mortgage-backed  and related  securities  was the result of the
principal repayments and pre-payments. Interest on investments increased $14,000
to $111,000 for the three  months  ended June 30, 1999,  compared to $97,000 for
the three months ended June 30, 1998. The increase was the result of an increase
in the  average  outstanding  balance  of  interest  bearing  deposits  in other
financial  institutions  from $2.3  million for the three  months ended June 30,
1998, to $3.8 million for the three months ended June 30, 1999.

Interest Expense

         Interest expense decreased  $136,000 or 13.0% to $910,000 for the three
months ended June 30, 1999,  compared to  $1,046,000  for the three months ended
June 30, 1998.  Interest on deposits decreased $65,000 or 9.0% from $720,000 for
the three months ended June 30, 1998 to $655,000 for the three months ended June
30, 1999.  The decrease  reflects a decrease in the average  yield/rate of total
deposits of 0.41% to 4.22%for  the three  months  ended June 30,  1999,  from an
average  yield/rate  of total  deposits of 4.63% for the three months ended June
30, 1998.  Interest on borrowings  decreased  $71,000 or 21.7% from $326,000 for
the three  months  ended June 30,  1998,  to $255,000 for the three months ended
June 30, 1999. The decrease


                                       9
<PAGE>

reflects a decrease in average rate paid on advances and other  borrowings from
5.68% for the three months  ended June 30, 1998,  to 5.30% for the three months
ended June 30, 1999. In addition, the average balance of advances and other
borrowings  decreased $3.7 million from $23.0 million for the three  months
ended June 30, 1998, to $19.3 million for the three months ended June 30, 1999.

Provision for Loan Losses

         The  provision  for loan losses  decreased  $25,000 to $0 for the three
months ended June 30, 1999,  compared to $25,000 for the three months ended June
30,  1998.  The  allowance  for loan losses  totaled  $348,000 at June 30, 1999,
compared to $472,000 at June 30, 1998, and represented  0.47% and 0.59% of gross
loans  and  232.0%  and  34.9%  of  non-performing  loans,   respectively.   The
non-performing assets to total assets ratio was 0.22% at June 30, 1999, compared
to 1.72% at June 30, 1998.

Other Income

         Total other income decreased 29.4% or $60,000 to $144,000 for the three
months ended June 30, 1999, compared to $204,000 for the three months ended June
30, 1998. Other income decreased $44,000 from $83,000 for the three months ended
June 30, 1998 to $39,000 for the three months ended June 30, 1999.  The decrease
in other income was  partially  due to an decrease in the profit on sale of real
estate  held in the Bank's  subsidiary  of $50,000  from  $50,000  for the three
months ended June 30, 1998, to $0 for the three months ended June 30, 1999. That
sale divested all the real estate investments of the subsidiary. Gain on sale of
mortgage  loans  decreased  $30,000 from $38,000 for the three months ended June
30,  1998,  to $8,000 for the three  months  ended June 30,  1999.  The decrease
reflects  the recent  upward trend in interest  rates during the current  period
that  acts to  reduce  gains on sale of  mortgage  loans  sold in the  secondary
market.  Service charges on deposits increased $9,000 from $62,000 for the three
months ended June 30, 1998, to $71,000 for the three months ended June 30, 1999.
The  increase  reflect an  increase in the  average  outstanding  balance of NOW
accounts of $0.9  million  from $9.8 million for the three months ended June 30,
1998, to $10.7 million for the three months ended June 30, 1999.

General and Administrative Expenses

         General  and  administrative  expenses  increased  $8,000  or  1.3%  to
$609,000 for the three months ended June 30, 1999,  compared to $601,000 for the
three  months ended June 30, 1998.  Salaries  and  employee  benefits  increased
$31,000 from  $336,000 for the three months ended June 30, 1998, to $367,000 for
the three months ended June 30,  1999.  The increase  reflects the change of the
salary  review  process to coincide  with the fiscal  year-end that moved salary
adjustments  from July 1st of the prior  fiscal year to April 1st of the current
fiscal year and cost of living salary increases.  Net occupancy expense remained
virtually  unchanged  at  $84,000  for the three  months  ended  June 30,  1999,
compared to $86,000 for the three months ended June 30,  1998.  Data  processing
expenses  remained at $35,000 for the three months ended June 30, 1999,  and the
three months ended June 30, 1998. Federal insurance premiums decreased $2,000 to
$8,000 for the three  months  ended June 30,  1999,  for  $10,000  for the three
months ended June 30, 1998. Other expenses  decreased  $19,000 form $134,000 for
the three  months  ended June 30,  1998,  to $115,000 for the three months ended
June 30, 1999.

Income Tax Expense

         Income tax  expense  decreased  $10,000 or 6.0% from  $167,000  for the
three months  ended June 30,  1998,  to $157,000 for the three months ended June
30, 1999.  Income  before taxes  decreased  $37,000 from  $489,000 for the three
months  ended June 30,  1998,  to $452,000  for the three  months ended June 30,
1999. The effective tax rate for the three months ended June 30, 1999, was 34.7%
compared to 34.1% for the three months ended June 30, 1998.

Financial Condition

         Total assets  decreased  $4.0 million or 4.1% to $93.6  million at June
30, 1999, compared to $97.6 million at March 31, 1999. The decrease is partially
due to the  decrease  in  cash  and  interest-bearing  deposits  with  financial
institutions  of $3.3  million  to $7.2  million  at June 30,  1999,  from $10.5
million at March 31, 1999 and the decrease in loans  receivable  of $0.6 million
from $73.3  million at March 31, 1999,  to $72.7  million at June 30, 1999.  The
cash and interest-bearing deposits were used to reduce advances from the Federal
Home Loan Bank $2.8  million  from  $17.0  million at March 31,  1999,  to $14.2
million at June 30, 1999; and a decrease in other borrowed money of $1.5 million
from $5.6  million at March 31,  1999,  to $4.1  million at June 30,  1999.  The
decrease in loans  receivable was due the level on long-term  mortgage  interest
rates  during  the  current  period  which  encouraged  customers  to  refinance
adjustable  rate mortgages which are held in the portfolio with fixed rate loans


                                       10
<PAGE>


which are sold on the secondary market.  Securities  held-to-maturity  decreased
$0.3 million to $9.1 million at June 30,  1999,  compared to $9.4 million  March
31, 1999.  Shareholders'  equity increased  $205,000 from $12.4 million at March
31, 1999,  to $12.6  million at June 30, 1999, as a result of net income for the
three  months  ended June 30,  1999,  less  $141,000 in cash  dividends  and the
amortization  of the common stock purchased by the employee stock ownership plan
of $51,000.

Disclosures Involving Year 2000 Issues

        Issues  related to the  century  date  change and the impact on computer
systems and business operations are receiving prominent publicity and attention.
Depositors,   business   partners,   investors,   and  the  general  public  are
specifically  interested  in the  effect  on the  financial  condition  of  each
depository  institution.  The FDIC has advised state savings banks that safe and
sound banking practices require them to address Year 2000 issues. The Securities
and Exchange  Commission  (SEC) issued a revised  Staff Legal  Bulletin NO. 5 to
provide  specific  guidance on disclosure  associated with Year 2000 obligations
for companies registered under federal securities laws.

        Computer programs generally abbreviated dates by eliminating the century
digits of the year.  Many  resources,  such as software;  hardware;  telephones;
voicemail;  heating; ventilating and air conditioning;  alarms, etc. ("Systems")
are  affected.  These Systems were designed to assume a century value of "19" to
save memory and disk space within their programs. In addition,  many Systems use
a value of "99" in a year or  "99/99/99" in a date to indicate "no date" or "any
date" or even a  default  expiration  date.  As the year 2000  approaches,  this
abbreviated date mechanism  within Systems  threatens to disrupt the function of
computer  software at nearly every  business  which  relies  heavily on computer
systems for account and other recordkeeping  functions.  If the millennium issue
is ignored,  system failures or miscalculations could occur, causing disruptions
of operations and a temporary inability to process business transactions.

        The Bank has an  inventory  of  personal  computers  that  access a data
processing system provided by EDS in Des Moines, Iowa. If the personal computers
and data  processing  systems fail to process the century  date  change,  it may
impair the Bank's ability to process loan payments, accept deposits, and address
other operational  issues. The Bank's customers,  suppliers,  other constituents
may also be impaired to meet their  contractual  obligations  with the Bank. The
Bank has  developed a Year 2000 Plan (the  "Plan").  The Bank's Plan attempts to
identify the systems,  assess the risk, and conduct  inventories as necessary to
assure  compliance  with the Plan. The Plan calls for identifying all systems in
need of  remediation  by June 30,  1999,  and  remedying  all systems in need of
remediation  by September 30, 1999. As of June 30, 1999,  the Bank  estimates it
will have to purchase  hardware and equipment in the amount of $17,000 (pre-tax)
to address the Y2K issues.  The  expenditures  would be amortized  over a 5-year
period, and would add approximately  $3,400 in furniture and fixture expense per
year for the next 5 years.  In  addition,  the Bank  paid in the  quarter  ended
December  31,  1998,  a one-time  fee of $20,000 by EDS to support  the  FFIEC's
testing  guidance  regarding  Year 2000  efforts of  financial  institutions  as
outlined in the April 10, 1998,  Interagency  Statement.  These  amounts are not
considered to be material.

        On February 24, 1998,  the FDIC  conducted an on-site  visitation of the
Bank's Year 2000 process.  The examiner followed  guidelines and recommendations
contained in the FFIEC  Interagency  Statement  on Year 2000 Project  Management
Awareness,  dated May 5, 1997,  and subsequent  publications.  In a letter dated
March  17,  1998,  the FDIC  stated  that the  Bank's  Year  2000  Committee  is
adequately monitoring Year 2000 compliance. In a letter dated September 8, 1998,
The FDIC  reported to the Board of  Directors  that the Federal  Reserve Bank of
Dallas had  conducted an  examination  of Electronic  Data  Systems,  Inc.,(EDS)
Plano,  Texas,  the Bank's data processor.  The Board of Directors  reviewed the
Exam at its  September  18,  1998,  meeting  and the  record of this  action was
entered  into the  minutes.  The  results  of the  examination  are deemed to be
confidential by the FDIC. On October 9, 1998, the Bank received an extensive Y2k
Contingency  Plan from EDS. On February 4, 1999,  the FDIC  conducted an on-site
Year 2000 readiness  examination.  Again,  the FDIC mandates that the results of
that examination be held  confidential.  . In a letter dated April 30, 1999, EDS
reported that the overall product line  remediation  was now 100% complete.  The
Bank filed its Y2K Contingency Plan with FDIC before the June 30, 1999 deadline.

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 0.29% of
total  assets,


                                       11
<PAGE>


at the latest  available  reporting  date of March 31,  1999.  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.  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 positively 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  decrease  net  interest   income   because
interest-bearing  liabilities  will reprice  more quickly than  interest-earning
assets.  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

         The  Company  emphasizes  high  asset  quality  in both its  investment
portfolio  and lending  activities.  Non-performing  assets have ranged  between
 .0.32% and 1.72% of total  assets  during the last three  fiscal  years and were
0.22% of total assets at June 30, 1999.  During the fiscal years ended March 31,
1999,  1998,  and 1997,  the  Company  recorded  provisions  for loan  losses of
$100,000, $81,000, and $81,000,  respectively,  to its allowance for loan losses
and had net  charge-offs of $77,000,  $53,000,  and $25,000,  respectively.  The
Company's  allowance  for loan losses at June 30, 1999,  totaled  $358,000.  The
allowance  for loan  losses  calculation  is based on a three year  actual  loss
average. Total non-performing loans decreased to $150,000 at June 30, 1999, from
$238,000 at March 31, 1999

Selected Financial Ratios and Other Data:               At or For the
                                                  Three months ended June 30,
Performance Ratios                                    1999           1998
                                                      ----           ----

Return on average assets                             1.23%           1.32%
Return on average equity                             9.46%          11.28%



                                       12
<PAGE>



MANAGEMENT' S DISCUSSION(CONT.)
<TABLE>

                                                                   Three Months Ended June 30,
                                     ------------------------------------------------------------------------------------
                                                          1999                                       1998
                                     ------------------------------------------------------------------------------------
                                         Average        Interest      Average      Average        Interest      Average
                                        Outstanding      Earned/       Yield/     Outstanding      Earned/      Yield/
                                         Balance          Paid          Rate        Balance         Paid         Rate
<CAPTION>
<S>                                    <C>             <C>          <C>          <C>             <C>           <C>

Assets
   Interest-earning assets:
    Mortgage loans                       $63,163         $1,337         8.47%      $66,827         $1,449        8.67%
    Commerical loans                       3,731            110        11.79%        4,399            104        9.46%
    Consumer loans                         7,090            172         9.70%        7,837            192        9.80%
                                        ----------      --------      --------    ---------       --------      -------
      Total loans                         73,984          1,619         8.75%       79,063          1,745        8.83%
    Mortgage-backed securities             5,826             97         6.66%        6,311            115        7.29%
    Interest bearing deposits in other
      financial institutions               3,791             49         5.17%        2,339             32        5.47%
    Investment securities                  3,399             50         5.88%        2,978             46        6.18%
    Federal Home Loan Bank stock             753             12         6.75%        1,003             19        6.75%
                                        ----------      --------      --------    ---------       --------      -------
      Total interest-earning assets       87,753         $1,827         8.33%       91,694         $1,957        8.54%
                                                        --------                                  --------
    Non-interest earning assets            7,850                                     5,299
                                        ----------                                ---------
      Total assets                       $95,603                                   $96,993
                                        ==========                               ==========

Liabilities and retained earnings:
   Deposits:
    NOW accounts(1)                      $10,652            $34         1.28%       $9,842            $35        1.42%
    Money market deposit accounts          7,202             73         4.08%        6,171             76        4.93%
    Passbook                               6,551             35         2.14%        6,146             33        2.15%
    Certificates of deposit               37,751            513         5.44%       40,021            576        5.76%
                                        ----------       -------      --------   ----------       --------      -------
      Total deposits                      62,156            655         4.22%       62,180            720        4.63%
   Advances and other borrowings          19,252            255         5.30%       22,974            326        5.68%
                                        ----------       --------     --------   ----------       --------      -------
    Total interest-bearing liabilities    81,408            910         4.47%       85,154          1,046        4.91%
                                                         --------                                 --------
   Non-interest bearing liabilities        1,732                                       416
   Equity                                 12,463                                    11,423
                                        ----------                               ----------
Total liabilities and retained earnings  $95,603                                   $96,993
                                        ==========                               ==========
Net interest income/interest
rate spread(2)                                             $917         3.86%                        $911        3.63%
                                                         ========     ========                    ========      =======
Net earning assets/net interest margin(3) $6,345                        4.18%       $6,540                       3.97%
                                        ==========                    ========   ==========                     =======
   Average interest-earning assets to
    average interest-bearing liabilities    1.08 x                                    1.08 x
                                        ==========                               ==========
    ________________________
<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>


<TABLE> <S> <C>


<ARTICLE>                     9

<MULTIPLIER>                  1,000

<S>                             <C>
<PERIOD-TYPE>                            3-MOS
<FISCAL-YEAR-END>                  MAR-31-2000
<PERIOD-START>                     MAR-31-1999
<PERIOD-END>                       JUN-30-1999
<CASH>                                   3,571
<INT-BEARING-DEPOSITS>                   3,596
<FED-FUNDS-SOLD>                             0
<TRADING-ASSETS>                             0
<INVESTMENTS-HELD-FOR-SALE>                  0
<INVESTMENTS-CARRYING>                   9,784
<INVESTMENTS-MARKET>                     9,714
<LOANS>                                 72,967
<ALLOWANCE>                                348
<TOTAL-ASSETS>                          93,621
<DEPOSITS>                              62,079
<SHORT-TERM>                             3,640
<LIABILITIES-OTHER>                        591
<LONG-TERM>                             14,745
                        0
                                  0
<COMMON>                                 1,033
<OTHER-SE>                              11,533
<TOTAL-LIABILITIES-AND-EQUITY>          93,621
<INTEREST-LOAN>                          1,619
<INTEREST-INVEST>                          208
<INTEREST-OTHER>                             0
<INTEREST-TOTAL>                         1,827
<INTEREST-DEPOSIT>                         655
<INTEREST-EXPENSE>                         910
<INTEREST-INCOME-NET>                      917
<LOAN-LOSSES>                                0
<SECURITIES-GAINS>                           0
<EXPENSE-OTHER>                            609
<INCOME-PRETAX>                            452
<INCOME-PRE-EXTRAORDINARY>                 295
<EXTRAORDINARY>                              0
<CHANGES>                                    0
<NET-INCOME>                               295
<EPS-BASIC>                              .37
<EPS-DILUTED>                              .35
<YIELD-ACTUAL>                            3.86
<LOANS-NON>                                150
<LOANS-PAST>                                 0
<LOANS-TROUBLED>                             0
<LOANS-PROBLEM>                            225
<ALLOWANCE-OPEN>                           375
<CHARGE-OFFS>                               31
<RECOVERIES>                                 4
<ALLOWANCE-CLOSE>                          348
<ALLOWANCE-DOMESTIC>                         0
<ALLOWANCE-FOREIGN>                          0
<ALLOWANCE-UNALLOCATED>                      0



</TABLE>


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