<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM 10-QSB
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1998
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
WEST TOWN BANCORP, INC.
-----------------------
(Exact name of small business issuer as specified in its charter)
United States 36-3785272
------------- ---------------
(State or other jurisdiction I.R.S. Employer
of incorporation or Identification
organization) Number
4852 WEST 30TH STREET, CICERO, ILLINOIS 60804
- --------------------------------------- ----------
(Address of Principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (708) 652-2000
--------------
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
-------- --------
Transitional Small Business Disclosure Format
Yes No X
-------- --------
As of January 29, 1999, the issuer had 222,603 shares of Common stock
issued and outstanding.
<PAGE>
WEST TOWN BANCORP, INC.
AND SUBSIDIARIES
----------------
Part I. FINANCIAL INFORMATION PAGE
----
Item 1. Financial Statements
Consolidated Statements of Financial Condition
December 31, 1998 (unaudited) and March 31, 1998 3
Consolidated Statements of Income, Three and
Nine Months Ended December 31, 1998 and 1997 (unaudited) 4
Consolidated Statements of Stockholders' Equity
Nine Months Ended December 31, 1998 (unaudited) 5
Consolidated Statements of Cash Flows, Nine
Months Ended December 31, 1998 and 1997 (unaudited) 6
Notes to Financial Statements 7-8
Item 2. Management's Discussion and Analysis or Plan of
Operation 9-11
Part II. OTHER INFORMATION 12
Signatures 13
Index to Exhibits 14
Earnings Per Share Analysis (Exhibit 11) 15
-2-
<PAGE>
WEST TOWN BANCORP, INC.
AND SUBSIDIARIES
----------------
Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>
December 31, March 31,
------------- ----------
1998 1998
------------- ----------
Assets (unaudited)
- ------
<S> <C> <C>
Cash and amounts due from depository institutions $ 229,524 302,484
Interest-bearing deposits 7,546,436 6,875,094
----------- ----------
Total cash and cash equivalents 7,775,960 7,177,578
U.S. Government and agency obligations
(fair value: March 31, 1998 - $498,000) - 500,000
Mortgage-backed securities
(fair value: December 31, 1998 - $1,102,000;
March 31, 1998 - $1,646,000) 1,081,506 1,631,621
Loans receivable (net of allowance for
loan losses: December 31, 1998 - $50,671;
March 31, 1998 - $46,171) 19,577,705 18,451,630
Stock in Federal Home Loan Bank of Chicago 177,400 177,400
Other investments, available for sale, at fair value 268,750 100,000
Accrued interest receivable 243,401 201,047
Office properties and equipment - net 472,498 202,365
Prepaid expenses and other assets 489,017 1,103,875
----------- ----------
Total assets 30,086,237 29,545,516
=========== ==========
Liabilities and Stockholders' Equity
- ------------------------------------
Liabilities
- -----------
Deposits 25,494,518 25,263,850
Advance payments by borrowers for taxes and insurance 78,180 34,550
Other liabilities 304,342 199,298
----------- ----------
Total liabilities 25,877,040 25,497,698
----------- ----------
Stockholders' Equity
- --------------------
Preferred stock, $.01 par value; authorized
100,000 shares; none outstanding - -
Common stock, $.01 par value; authorized
400,000 shares; 231,928 shares issued and
222,703 shares outstanding at December 31, 1998 and
224,303 shares outstanding at March 31, 1998 2,319 2,319
Additional paid-in capital 1,989,276 1,987,127
Retained earnings, substantially restricted 2,407,768 2,279,662
Unrealized gain on securities available for sale,
net of income taxes 44,032 -
Treasury stock, at cost (9,225 shares at
December 31, 1998 and 7,625 shares at
March 31, 1998) (105,906) (81,906)
Common stock acquired by Employee Stock Ownership Plan (128,292) (139,384)
----------- ----------
Total stockholders' equity 4,209,197 4,047,818
----------- ----------
Total liabilities and stockholders' equity $30,086,237 29,545,516
=========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
-3-
<PAGE>
WEST TOWN BANCORP, INC.
AND SUBSIDIARIES
----------------
Consolidated Statements of Income
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
December 31, December 31,
------------------ --------------------
1998 1997 1998 1997
---- ---- ---- ----
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Interest income:
Loans $364,989 368,492 1,120,663 1,017,164
Mortgage-backed securities 18,764 30,161 65,363 99,580
Investment securities 1,537 9,073 10,330 30,245
Interest-bearing deposits 104,540 89,563 328,852 260,430
Dividends on FHLB stock 2,939 3,130 8,855 9,040
-------- ------- --------- ---------
Total interest income 492,769 500,419 1,534,063 1,416,459
-------- ------- --------- ---------
Interest expense:
Deposits 309,270 310,248 937,140 859,259
-------- ------- --------- ---------
Net interest income before
provision for loan losses 183,499 190,171 596,923 557,200
Provision for loan losses 1,500 1,500 4,500 4,500
-------- ------- --------- ---------
Net interest income after
provision for loan losses 181,999 188,671 592,423 552,700
-------- ------- --------- ---------
Non-interest income:
Loan fees and service charges 2,513 3,861 6,531 7,289
Rental income 2,430 2,230 7,290 5,970
Deposit related fees and other income 5,278 3,394 15,950 10,992
-------- ------- --------- ---------
Total non-interest income 10,221 9,485 29,771 24,251
-------- ------- --------- ---------
Non-interest expense:
Staffing costs 77,017 72,335 227,634 226,802
Advertising 4,038 5,746 9,255 11,181
Occupancy and equipment expense 22,710 18,708 65,866 54,382
Data processing 12,320 9,865 35,996 28,287
Federal deposit insurance premiums 3,677 3,685 11,426 10,910
Legal, audit and examination fees 11,369 15,643 41,787 44,411
Other 10,976 11,987 32,224 37,869
-------- ------- --------- ---------
Total non-interest expense 142,107 137,969 424,188 413,842
-------- ------- --------- ---------
Income before income taxes 50,113 60,187 198,006 163,109
Provision for income taxes 16,058 22,872 69,900 58,254
-------- ------- --------- ---------
Net income $ 34,055 37,315 128,106 104,855
======== ======= ========= =========
Earnings per share - basic $ .16 .18 .61 .49
-------- ------- --------- ---------
Earnings per share - diluted $ .16 .18 .60 .49
-------- ------- --------- ---------
Dividends declared per common share $ - - - -
-------- ------- --------- ---------
</TABLE>
See accompanying notes to consolidated financial statements.
-4-
<PAGE>
WEST TOWN BANCORP, INC.
AND SUBSIDIARIES
----------------
Consolidated Statements of Changes in Stockholders' Equity
Nine Months Ended December 31, 1998
----------------
(Unaudited)
<TABLE>
<CAPTION>
Accumulated Common
Additional Other Stock
Common Paid-In Retained Comprehensive Treasury Awarded
Stock Capital Earnings Income Stock by ESOP Total
--------- ----------- --------- ------------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at March 31, 1998 $ 2,319 1,987,127 2,279,662 - (81,906) (139,384) 4,047,818
Additions for the nine months
ended December 31, 1998:
Comprehensive income:
Net income 128,106 128,106
Other comprehensive income,
net of tax:
Unrealized holding gain
during the period 44,032 44,032
-------- --------- --------- ------- -------- -------- ---------
Comprehensive income 128,106 44,032 172,138
Purchase of treasury stock
(1,600 shares) (24,000) (24,000)
Contribution to fund ESOP loan 2,149 11,092 13,241
-------- --------- --------- ------ -------- -------- ---------
Balance at December 31, 1998 $ 2,319 1,989,276 2,407,768 44,032 (105,906) (128,292) 4,209,197
======== ========= ========= ====== ======== ======== =========
</TABLE>
See accompanying notes to consolidated financial statements.
-5-
<PAGE>
WEST TOWN BANCORP, INC.
AND SUBSIDIARIES
----------------
Consolidated Statement of Cash Flows
<TABLE>
<CAPTION>
Nine Months Ended
December 31,
--------------------------
1998 1997
---- ----
(unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 128,106 104,855
Adjustments to reconcile net income to net cash
from operating activities:
Depreciation 19,852 17,943
Amortization of cost of stock benefit plans 13,241 19,410
Amortization of investment premiums and discounts - 315
Provision for loan losses 4,500 4,500
Increase (decrease) in deferred income (2,285) 20,153
Change in current and deferred income tax 20,655 (2,813)
Increase in accrued interest receivable (42,354) (77,167)
Increase (decrease) in accrued interest payable (10,493) 30,533
Change in prepaid and accrued items, net 111,738 (79,658)
----------- ----------
Net cash provided by operating activities 242,960 38,071
----------- ----------
Cash flows from investing activities:
Proceeds from maturities of investment securities 500,000 600,000
Proceeds from repayments of mortgage-backed securities 550,115 791,136
Purchase of investment securities, available for sale (100,000) (100,000)
Purchase of Federal Home Loan Bank stock - (56,400)
Disbursements for loans originated or purchased (7,993,809) (9,977,004)
Loan repayments 6,865,519 5,763,780
Participation loans sold 573,284 -
Property and equipment expenditures (289,985) (25,480)
----------- ----------
Net cash provided by (for) investing activities 105,124 (3,003,968)
----------- ----------
Cash flows from financing activities:
Deposit account receipts 6,664,188 9,738,443
Deposit account withdrawals (7,152,083) (7,893,397)
Interest credited to deposit accounts 718,563 528,418
Increase in advance payments by borrowers
for taxes and insurance 43,630 45,230
Purchase of treasury stock (24,000) (81,906)
----------- ----------
Net cash provided by financing activities 250,298 2,336,788
----------- ----------
Increase (decrease) in cash and cash equivalents 598,382 (629,109)
Cash and cash equivalents at beginning of period 7,177,578 7,243,783
----------- ----------
Cash and cash equivalents at end of period $ 7,775,960 6,614,674
=========== ==========
Cash paid during the period for:
Interest $ 947,633 828,726
Income taxes 45,816 61,045
=========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
-6-
<PAGE>
WEST TOWN BANCORP, INC.
AND SUBSIDIARIES
Notes to Financial Statements
Note A - Basis of Presentation
---------------------
The accompanying unaudited consolidated financial statements have been
prepared in accordance with instructions to Form 10-QSB and,
therefore, do not include information or footnotes necessary for fair
presentation of financial condition, results of operations and changes
in financial position in conformity with generally accepted accounting
principles. However, in the opinion of management, all adjustments
(which are normal and recurring in nature) necessary for a fair
presentation have been included. The preparation of financial
statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimates. The results of operations for the three and nine month
periods ended December 31, 1998, 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 West Town Bancorp, Inc. (the "Company") and its wholly
owned subsidiary West Town Savings Bank (the "Bank") and the Bank's
wholly owned subsidiary West Town Insurance Agency, Inc. All
significant intercompany accounts and transactions have been
eliminated in consolidation.
Note C - Plan of Conversion
------------------
In April 1994, the Bank's Board of Directors approved a Plan of
Conversion, providing for the Bank's conversion from a state chartered
mutual savings bank to a state chartered stock savings bank with the
concurrent formation of a holding company. The Company issued 221,940
shares of $.01 par value common stock at $10.00 per share, for an
aggregate purchase price of $2,219,400. The Conversion and sale of
221,940 shares of common stock of the Company was completed on March
1, 1995. Net proceeds to the Company, after conversion expenses,
totaled approximately $1,889,000.
Note D - Earnings Per Share
------------------
Earnings per share for the three and nine month periods ended December
31, 1998 and 1997 was determined by dividing net income for the period
by the weighted average number of both basic and diluted shares of
common stock and common stock equivalents outstanding (see Exhibit 11
attached). Stock options are regarded as common stock equivalents and
are therefore considered in diluted earnings per share calculations.
Common stock equivalents are computed using the treasury stock method.
ESOP shares not committed to be released to participants are not
considered outstanding for purposes of computing earnings per share
amounts.
-7-
<PAGE>
Notes to Financial Statements (continued)
- -----------------------------------------
Note E - Effect of New Accounting Standards
----------------------------------
In December 1997, the FASB issued Statement of Financial Accounting
Standards No. 131, "Disclosures about Segments of an Enterprise and
Related Information" ("SFAS No. 131") which becomes effective for
fiscal years beginning after December 15, 1997. SFAS No. 131
establishes standards for the way that public business enterprises
report information about operating segments and requires enterprises
to report selected information about operating segments in interim
financial reports. Management does not believe that adoption of SFAS
No. 131 will have a material impact on the Company's consolidated
financial condition or results of operations.
In February 1998, the FASB issued Statement of Financial Accounting
Standards No. 132, "Employers' Disclosures about Pensions and Other
Postretirement Benefits" ("SFAS No. 132"). SFAS No. 132 alters current
disclosure requirements regarding pensions and other postretirement
benefits in the financial statements of employers who sponsor such
benefit plans. The revised disclosure requirements are designed to
provide additional information to assist readers in evaluating future
costs related to such plans. Additionally, the revised disclosures are
designed to provide changes in the components of pension and benefit
costs in addition to the year end components of those factors in the
resulting asset or liability related to such plans. The statement is
effective for fiscal years beginning after December 15, 1997 with
earlier application available. Management does not believe that
adoption of SFAS No. 132 will have a material impact on the Company's
consolidated financial condition or results of operations.
In June 1998, the FASB issued Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities", ("SFAS No. 133") which is effective for fiscal years
beginning after June 15, 1999. The statement requires all derivatives
to be recorded on the balance sheet at fair value. It also establishes
"special accounting" for hedges of changes in the fair value of
assets, liabilities, or firm commitments (fair value hedges), hedges
of the variable cash flows of forecasted transactions (cash flow
hedges), and hedges of foreign currency exposures of net investments
in foreign operations. To the extent the hedge is considered highly
effective, both the change in the fair value of the derivative and the
change in the fair value of the hedged item are recognized (offset) in
earnings in the same period. Changes in fair value of derivatives that
do not meet the criteria of one of these three hedge categories are
included in income. Management does not believe that adoption of SFAS
No. 133 will have a material impact on the Company's consolidated
financial condition or results of operations.
In October 1998, the FASB issued Statement of Financial Accounting
Standards No. 134, "Accounting for Mortgage-Backed Securities Retained
after the Securitization of Mortgage Loans Held for Sale by a Mortgage
Banking Enterprise" ("SFAS No. 134"), which is effective for the first
fiscal quarter after December 15, 1998. This statement amends SFAS No.
65 "Accounting for Certain Mortgage Banking Activities". This
statement revises the accounting for retained securities and
beneficial interests. Management does not believe that adoption of
SFAS No. 134 will have a material impact on the Company's consolidated
financial condition or results of operations.
The foregoing does not constitute a comprehensive summary of all
material changes or developments affecting the manner in which the
Company keeps its books and records and performs its financial
accounting responsibilities. It is intended only as a summary of some
of the recent pronouncements made by the FASB which are of particular
interest to financial institutions.
-8-
<PAGE>
WEST TOWN BANCORP, INC.
AND SUBSIDIARIES
Management's Discussions and Analysis
of Financial Condition and Results of Operations
Financial Condition
- -------------------
The assets of West Town Bancorp, Inc. (the "Company") increased
approximately $540,000, or 1.83%, for the nine month period ended December 31,
1998. This increase was primarily the result of increases in cash and cash
equivalents and in mortgage loans receivable held by West Town Savings Bank (the
"Bank"), which were primarily funded by excess cash liquidity resulting from
maturities of investment securities and mortgage-backed securities and increased
deposits during the nine month period ended December 31, 1998.
Net loans receivable increased $1.1 million, or 6.10%, for the nine months
ended December 31, 1998. During that period, the Bank originated or purchased
approximately $8.0 million in loans which exceeded repayments of $6.9 million
and participation loans sold of $573,000 during the same period.
The Bank experienced an increase in savings deposits for the nine month
period of approximately $231,000, or .91%. It is management's belief that part
of the deposit activity for the nine months ended December 31, 1998 can be
attributed to new deposit products.
Stockholders' equity increased approximately $161,000, or 3.99%, for the
nine month period ended December 31, 1998. This increase was primarily the
result of the amortization of the cost of the Company's stock benefit plans of
$13,000, net income for the nine months of $128,000 and unrealized gains on
available for sale securities of $44,000, partially offset by the purchase of
treasury stock at a cost of $24,000. As of December 31, 1998, the book value per
common share outstanding was $18.90.
Analysis of Operations
- ----------------------
A net profit of $34,000 was recognized for the three months ended December
31, 1998 as compared to a net profit of $37,000 for the same period in 1997.
This $3,000 decrease in net income was due primarily to a decrease in net
interest income of $7,000 and an increase in non-interest expense of $4,000,
partially offset by a decrease in income taxes of $7,000. The Company's net
income for the nine months ended December 31, 1998 was $128,000 as compared to
net income of $105,000 for the nine months ended December 31, 1997. This $23,000
increase in net income was due primarily to a $40,000 increase in net interest
income, and a $6,000 increase in non-interest income, partially offset by a
$10,000 increase in non-interest expense, and by a $12,000 increase in income
taxes.
Interest income decreased by $8,000 for the three month period ended
December 31, 1998 as compared to the same three month period in 1997. This was
primarily the result of a decrease in the average yield to 6.84% from 7.21%,
partially offset by an increase in the average balances of interest-earning
assets to $28.8 million for the three months ended December 31, 1998 from $27.8
million for the three months ended December 31, 1997. Interest income increased
$118,000 for the nine month period ended December 31, 1998 as compared to the
same nine month period in 1997. This was primarily the result of an increase in
the average balance of interest-earning assets, as well as an increase in the
average yield on those assets. The average balances of those assets increased
from approximately $26.7 million to $28.6 million for the nine months ended
December 31, 1997 and 1998 respectively. This increase was accompanied by an
increase in the average yield earned from 7.08% to 7.14% for the nine months
ended December 31, 1997 and 1998 respectively.
-9-
<PAGE>
Analysis of Operations (continued)
- ----------------------------------
Interest expense decreased from $310,000 to $309,000 from the three months
ended December 31, 1997 to the same period in 1998. This decrease was
attributable to a decrease in the average cost of savings from 4.99% to 4.85%,
partially offset by an increase in the average balances of interest-bearing
liabilities to $25.5 million from $24.9 million for the three months ended
December 31, 1998 and 1997 respectfully. Interest expense increased from
$859,000 to $937,000 from the nine months ended December 31, 1997 to the same
period in 1998. This increase was attributable to an increase in the average
balance of interest-bearing liabilities to $25.4 million for the nine months
ended December 31, 1998 from $23.8 million for the same period in 1997, as well
as an increase in the average cost of savings to 4.92% from 4.81% for the same
nine month periods.
The Bank calculates any allowance for loan losses based upon its ongoing
evaluation of pertinent factors underlying the types and quality of its loans,
including the risk inherent in its loan portfolio, and other factors such as the
current regulatory and economic environment. Based upon this evaluation, loan
loss provisions are recorded. Provisions of $1,500 and $1,500 were made for the
three month periods ended December 31, 1998 and 1997 respectively, and
provisions of $4,500 and $4,500 were made for the nine month periods ended
December 31, 1998 and 1997 respectively. Management believes that additions to
its provision for loan losses have been appropriate, given the risks inherent in
its loan portfolio, and the current regulatory and economic environment.
Although the Bank believes its allowance for loan losses is at a level which it
considers to be adequate to provide for potential losses, there can be no
assurance that such losses will not exceed the estimated amounts.
Non-interest income remained relatively constant for the three months ended
December 31, 1998 as compared to the same period in 1997. Non-interest income
increased by $6,000 for the nine months ended December 31, 1998 as compared to
the same period in 1997. This increase was primarily attributable to an increase
in deposit-related fee income.
Non-interest expense increased from $138,000 to $142,000 from the three
months ended December 31, 1997 to the three months ended December 31, 1998. This
increase was primarily attributable to increases in staffing costs and occupancy
expenses, partially offset by a decrease in professional fees. Non-interest
expense increased from $414,000 to $424,000 from the nine months ended December
31, 1997 to the nine months ended December 31, 1998. The increase for the nine
month period was primarily the result of increases in occupancy and equipment
expenses of $11,000 and data processing of $8,000, partially offset by decreases
in professional fees of $3,000 and in other expenses of $6,000.
The provision for income taxes decreased $7,000 and increased $12,000 for
the three and nine months ended December 31, 1998, respectively, as compared to
the same periods in 1997. These changes were attributable to changes in pre-tax
income between the comparable periods.
-10-
<PAGE>
Liquidity and Capital Resources
- -------------------------------
At December 31, 1998, the Bank continued to comply with its liquidity
requirements, with an overall liquid asset ratio of 24.64% and a short-term
liquid asset ratio of 25.81%. Management's objectives and strategies for the
Bank have consistently maintained liquidity levels in excess of regulatory
requirements. It is management's intent to continue its efforts to deploy excess
liquidity into mortgage loans and mortgage-backed securities; however, the
success of lending efforts is dependent upon the availability of favorable loan
opportunities and the competition therefor. At December 31, 1998, the Bank had
no outstanding commitments to fund loans, and no commitments to purchase
mortgage-backed securities or other investment securities.
The Bank was in compliance with regulatory capital requirements at
December 31, 1998. Capital requirements, ratios, and balances are as follows:
<TABLE>
<CAPTION>
To Be Well-
Capitalized Under
For Capital Prompt Corrective
Actual Adequacy Purposes Action Provisions
-----------------------------------------------------------------
Amount Ratio(1) Amount Ratio(1) Amount Ratio(1)
-----------------------------------------------------------------
December 31, 1998
-----------------
<S> <C> <C> <C> <C> <C> <C>
Risk-based $ 3,248,280 25.13% $ 1,034,203 8.00% $ 1,292,754 10.00%
Core 3,197,609 10.96 876,391 3.00 1,460,652 5.00
</TABLE>
- -----------------
(1) Core capital levels are shown as a percentage of total adjusted
assets; risk-based capital levels are shown as a percentage of risk-
weighted assets.
Year 2000 Compliance
- --------------------
The Company utilizes and is dependent upon data processing systems and
software to conduct its business. The data processing systems and software
include those developed and maintained by the Company's third-party data
processing vendor and purchased software which is run on in-house computer
networks. During the previous fiscal year, the Company initiated a review and
assessment of all hardware and software to confirm that it will function
properly in the year 2000. To date, those vendors which have been contacted have
indicated that their hardware or software is or will be Year 2000 compliant in
time frames that meet regulatory requirements. The costs associated with the
compliance efforts are not expected to have a significant impact on the
Company's ongoing results of operations.
Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995
- -----------------------------------------------------------------------------
Management's Discussion and Analysis of Financial Condition and Results of
Operations that are not historical facts are forward-looking statements subject
to the safe harbor created by the Private Securities Litigation Reform Act of
1995. The Company cautions readers of this Form 10-QSB that a number of
important factors could cause the Company's actual results in 1998/1999 and
beyond to differ materially from those expressed in any such forward-looking
statements. These factors include, without limitation, the general economic and
business conditions affecting the Company's customers; changes in interest
rates; the adequacy of the Bank's allowance for loan losses; competition from,
among others, commercial banks, savings and loan associations, mutual funds,
money market funds, finance companies, credit unions, mortgage companies, and
the United States Government; limited partnership activities; federal and state
legislation, regulation and supervision of the Bank and its subsidiaries; the
risk of defaults on loans; and contractual, statutory and regulatory
restrictions on the Bank's ability to pay dividends to the Company.
-11-
<PAGE>
PART II - OTHER INFORMATION
WEST TOWN BANCORP INC.
AND SUBSIDIARIES
Item 1. LEGAL PROCEEDINGS
-----------------
From time to time, the Company and Bank are parties to legal
proceedings in the ordinary course of business, wherein they enforce
their security interest. The Company and Bank 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
-----------------
Not applicable
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Computation of earnings per share (Exhibit 11 filed herewith)
(b) No reports on Form 8-K were filed during the quarter ended
December 31, 1998.
-12-
<PAGE>
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.
WEST TOWN BANCORP, INC.
-----------------------
Registrant
DATE: January 29, 1999
BY: /s/ Dennis B. Kosobucki
----------------------------------
Dennis B. Kosobucki
Chairman of the Board,
President and Chief Executive Officer
(Duly Authorized Representative and
Principal Executive Officer)
BY: /s/ Jeffrey P. Kosobucki
----------------------------------
Jeffrey P. Kosobucki
Vice President and Chief Financial Officer
(Principal Financial Officer)
-13-
<PAGE>
INDEX TO EXHIBITS
Exhibit No. PAGE
- ---------- ----
11 Statement regarding Computation of Earnings Per Share 15
-14-
<PAGE>
EXHIBIT 11
STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
December 31, December 31,
------------------ -----------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Income $ 34,055 37,315 128,106 104,855
======== ======= ======= =======
Weighted average shares outstanding 222,703 224,303 223,148 228,207
Reduction for common shares not yet
released by Employee Stock Ownership Plan 13,082 14,463 13,410 14,801
-------- ------- ------- -------
Total weighted average common shares
outstanding for basic computation 209,621 209,840 209,738 213,406
======== ======= ======= =======
Basic earnings per share $ .16 .18 .61 .49
======== ======= ======= =======
Total weighted average common shares
outstanding for basic computation 209,621 209,840 209,738 213,406
Common stock equivalents due to dilutive
effect of stock options 3,842 1,411 3,840 470
-------- ------- ------- -------
Total weighted average common shares and
equivalents outstanding
for diluted computation 213,463 211,251 213,578 213,876
======== ======= ======= =======
Diluted earnings per share $ .16 .18 .60 .49
======== ======= ======= =======
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 229,524
<INT-BEARING-DEPOSITS> 7,546,436
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 268,750
<INVESTMENTS-CARRYING> 1,081,506
<INVESTMENTS-MARKET> 1,102,000
<LOANS> 19,577,705
<ALLOWANCE> (50,671)
<TOTAL-ASSETS> 30,086,237
<DEPOSITS> 25,494,518
<SHORT-TERM> 0
<LIABILITIES-OTHER> 304,342
<LONG-TERM> 0
<COMMON> 2,319
0
0
<OTHER-SE> 4,206,878
<TOTAL-LIABILITIES-AND-EQUITY> 30,086,237
<INTEREST-LOAN> 1,120,663
<INTEREST-INVEST> 84,548
<INTEREST-OTHER> 328,852
<INTEREST-TOTAL> 1,534,063
<INTEREST-DEPOSIT> 937,140
<INTEREST-EXPENSE> 937,140
<INTEREST-INCOME-NET> 596,923
<LOAN-LOSSES> 4,500
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 424,188
<INCOME-PRETAX> 198,006
<INCOME-PRE-EXTRAORDINARY> 128,106
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 128,106
<EPS-PRIMARY> .61
<EPS-DILUTED> .60
<YIELD-ACTUAL> 2.77
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 46,171
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 50,671
<ALLOWANCE-DOMESTIC> 50,671
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
