<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 June 30, 1999
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 July 30, 1999, the issuer had 219,803 shares of common stock issued
and outstanding; see accompanying notes.
<PAGE>
WEST TOWN BANCORP, INC.
AND SUBSIDIARIES
----------------
Part I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Item 1. Financial Statements
Consolidated Statements of Financial Condition
June 30, 1999 (unaudited) and March 31, 1999 3
Consolidated Statements of Income, Three
Months Ended June 30, 1999 and 1998 (unaudited) 4
Consolidated Statements of Stockholders' Equity,
Three Months Ended June 30, 1999 (unaudited) 5
Consolidated Statements of Cash Flows, Three
Months Ended June 30, 1999 and 1998 (unaudited) 6
Notes to Consolidated Financial Statements 7-8
Item 2. Management's Discussion and Analysis or Plan of Operation 9-14
Part II. OTHER INFORMATION 15
Signatures 16
Index to Exhibits 17
Earnings per Share Analysis (Exhibit 11) 18
</TABLE>
<PAGE>
WEST TOWN BANCORP, INC.
AND SUBSIDIARIES
----------------
Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>
June 30, March 31,
----------- -----------
1999 1999
----------- -----------
Assets (unaudited)
- ------
<S> <C> <C>
Cash and amounts due from depository institutions $ 156,303 244,104
Interest-bearing deposits 8,558,421 7,895,043
----------- -----------
Total cash and cash equivalents 8,714,724 8,139,147
Mortgage-backed securities, held to maturity
(fair value: June 30, 1999 - $779,000;
March 31, 1999 - $954,000) 771,015 937,938
Loans receivable (net of allowance for
loan losses: June 30, 1999 - $53,671;
March 31, 1999 - $52,171) 20,112,544 20,109,900
Stock in Federal Home Loan Bank of Chicago 183,300 177,400
Other investments, available for sale, at fair value 270,000 270,000
Accrued interest receivable 167,343 152,450
Office properties and equipment - net 547,053 556,326
Prepaid expenses and other assets 653,414 640,703
----------- -----------
Total assets 31,419,393 30,983,864
=========== ===========
Liabilities and Stockholders' Equity
- ------------------------------------
Liabilities
- -----------
Deposits 26,809,782 26,429,517
Advance payments by borrowers for taxes and insurance 74,426 41,032
Other liabilities 277,427 266,891
----------- ----------
Total liabilities 27,161,635 26,737,440
----------- ----------
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
220,303 shares outstanding at June 30, 1999 and
222,603 shares outstanding at March 31, 1999 2,319 2,319
Additional paid-in capital 1,993,869 1,993,869
Retained earnings, substantially restricted 2,471,991 2,437,026
Accumulated other comprehensive income,
net of income taxes 44,832 44,832
Treasury stock, at cost (11,625 shares at June 30, 1999
and 9,325 shares at March 31, 1999) (134,806) (107,206)
Common stock acquired by Employee Stock Ownership Plan (120,447) (124,416)
----------- ----------
Total stockholders' equity 4,257,758 4,246,424
----------- ----------
Total liabilities and stockholders' equity $31,419,393 30,983,864
=========== ==========
</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
June 30,
------------------
1999 1998
---- ----
(unaudited)
<S> <C> <C>
Interest income:
Loans $373,840 366,809
Mortgage-backed securities 11,981 24,791
Investment securities 2,750 5,248
Interest-bearing deposits 102,322 113,455
Dividends on FHLB stock 2,942 2,930
-------- -------
Total interest income 493,835 513,233
-------- -------
Interest expense:
Deposits 297,930 314,412
-------- -------
Net interest income before provision for loan losses 195,905 198,821
Provision for loan losses 1,500 1,500
-------- -------
Net interest income after provision for loan losses 194,405 197,321
-------- -------
Non-interest income:
Loan fees and service charges 3,640 2,731
Rental income 2,430 2,430
Deposit related fees and other income 4,475 5,238
-------- -------
Total non-interest income 10,545 10,399
-------- -------
Non-interest expense:
Staffing costs 74,469 74,665
Advertising 2,659 2,448
Occupancy and equipment expenses 33,310 22,810
Data processing 8,696 12,230
Federal deposit insurance premiums 3,738 3,909
Legal, audit, and examination services 13,779 15,524
Other 15,704 10,629
-------- -------
Total non-interest expense 152,355 142,215
-------- -------
Income before income taxes 52,595 65,505
Provision for income taxes 17,630 22,690
-------- -------
Net income $ 34,965 42,815
======== =======
Earnings per share - basic $.17 .20
--- ---
Earnings per share - diluted $.16 .20
--- ---
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
Three Months Ended June 30, 1999
--------------------------------
(Unaudited)
<TABLE>
<CAPTION>
Accumulated Common
Additional Other Stock
Common Paid-in Retained Comprehensive Treasury Acquired
Stock Capital Earnings Income Stock by ESOP Total
----- ------- -------- ------ ----- ------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at March 31, 1999 $ 2,319 1,993,869 2,437,026 44,832 (107,206) (124,416) 4,246,424
Comprehensive income:
Net income 34,965 34,965
Other comprehensive income,
net of tax:
Unrealized holding gain
during the year - -
------------ ---------
Total comprehensive income 34,965 - 34,965
--------- ------------ ---------
Purchase of treasury stock
(2,300 shares) (27,600) (27,600)
Contribution to fund ESOP loan 3,969 3,969
-------- ---------
Balance at June 30, 1999 $ 2,319 1,993,869 2,471,991 44,832 (134,806) (120,447) 4,257,758
======= ========= ========= ============ ======== ======== =========
</TABLE>
-5-
<PAGE>
WEST TOWN BANCORP, INC.
AND SUBSIDIARIES
----------------
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
Three Months Ended
June 30,
------------------------
1999 1998
---- ----
(unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 34,965 42,815
Adjustments to reconcile net income to net cash
from operating activities:
Depreciation 9,273 6,203
Amortization of cost of stock benefit plans 3,969 3,610
Provision for loan losses 1,500 1,500
Increase in deferred income 360 2,899
Change in current and deferred income tax (3,432) 21,821
Increase in accrued interest receivable (14,893) (12,638)
Increase (decrease) in accrued interest payable 11,529 (35,191)
Change in prepaid and accrued items, net (10,632) 491,223
----------- ----------
Net cash provided by (for) operating activities 32,639 522,242
----------- ----------
Cash flows from investing activities:
Proceeds from repayments of mortgage-backed
securities 166,923 95,142
Purchase of Federal Home Loan Bank stock (5,900) -
Disbursements for loans originated or purchased (1,338,022) (2,657,716)
Loan repayments 1,333,878 1,989,450
Participation loans sold - 239,186
Property and equipment expenditures - (20,685)
----------- ----------
Net cash provided by (for) investing activities 156,879 (354,623)
----------- ----------
Cash flows from financing activities:
Deposit account receipts 3,099,939 2,196,585
Deposit account withdrawals (3,006,498) (2,350,887)
Interest credited to deposit accounts 286,824 242,548
Increase in advance payments by borrowers
for taxes and insurance 33,394 48,113
Purchase of treasury stock (27,600) (24,000)
----------- ----------
Net cash provided by financing activities 386,059 112,359
----------- ----------
Increase in cash and cash equivalents 575,577 279,978
Cash and cash equivalents at beginning of period 8,139,147 7,177,578
----------- ----------
Cash and cash equivalents at end of period $ 8,714,724 7,457,556
=========== ==========
Cash paid during the period for:
Interest $ 286,401 349,603
Income taxes 3,206 869
=========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
-6-
<PAGE>
WEST TOWN BANCORP, INC.
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note A - Basis of Presentation
---------------------
The accompanying unaudited consolidated financial statements have been
prepared in accordance with 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 month period ended
June 30, 1999, 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 - Earnings Per Share
------------------
Earnings per share for the three month periods ended June 30, 1999 and
1998 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.
Note D - Industry Segments
-----------------
The Company operates principally in the banking industry through its
subsidiary bank. As such, substantially all of the Company's revenues,
net income, identifiable assets and capital expenditures are related
to banking operations.
-7-
<PAGE>
Notes to Financial Statements (continued)
- -----------------------------------------
Note E - Effect of New Accounting Standards
----------------------------------
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.
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 $436,000, or 1.41%, for the three month period ended June 30,
1999. This increase was primarily the result of an increase in cash and cash
equivalents held by West Town Savings Bank (the "Bank"), which was primarily
funded by excess cash liquidity resulting from maturities of mortgage-backed
securities and increased deposits during the three month period ended June 30,
1999.
Net loans receivable increased slightly for the three months ended June 30,
1999. During that period, the Bank originated or purchased approximately $1.3
million in loans which slightly exceeded repayments during the same period.
The Bank experienced an increase in savings deposits for the three month
period of approximately $380,000, or 1.44%. It is management's belief that part
of the deposit activity for the three months ended June 30, 1999 can be
attributed to new deposit products.
Stockholders' equity increased approximately $11,000, or .27%, for the
three month period ended June 30, 1999. This increase was primarily the result
of the amortization of the cost of the Company's stock benefit plans of $4,000,
and net income for the three months of $35,000, partially offset by the purchase
of treasury stock at a cost of $28,000. As of June 30, 1999, the book value per
common share outstanding was $19.33.
Analysis of Operations
- ----------------------
A net profit of $35,000 was recognized for the three months ended June 30,
1999 as compared to net income of $43,000 for the same period in 1998. This
$8,000 decrease in net income was due primarily to a decrease in net interest
income of $3,000, and a $10,000 increase in non-interest expense, partially
offset by a decrease in income taxes of $5,000.
Interest income decreased by $19,000 for the three months ended June 30,
1999, as compared to the three months ended June 30, 1998. This was the result
of a decrease in the average yield on average interest earning assets partially
offset by an increase in the average balance of interest-earning assets. The
average balance of those assets increased to approximately $29.6 million from
$28.4 million for the three months ended June 30, 1999 and 1998, respectively.
The average yield on average interest-earning assets decreased from 7.23% for
the three months ended June 30, 1998 to 6.67% for the three months ended June
30, 1999.
Interest expense decreased to $298,000 from $314,000 for the three months
ended June 30, 1999 compared to the same period in 1998. This decrease was
attributable to a decrease in the average rate paid on liabilities partially
offset by an increase in the average balance of interest-bearing liabilities.
The average balance increased approximately $1.1 million for the three months
ended June 30, 1999 as compared to the average balance at June 30, 1998. The
average rate on average interest-bearing liabilities decreased from 4.96% for
the three months ended June 30, 1998 to 4.51% for the three months ended June
30, 1999.
-9-
<PAGE>
Analysis of Operations (continued)
- ----------------------------------
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 June 30, 1999 and 1998 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 constant at approximately $10,000 for each of
the three month periods.
Non-interest expense increased to $152,000 from $142,000 for the three
months ended June 30, 1999 from the three months ended June 30, 1998. The
increase was attributable to increases in occupancy and equipment expense of
$10,000 and other expenses of $5,000, partially offset by decreases in data
processing costs of $4,000 and professional fees of $2,000.
The provision for income taxes decreased $5,000 for the three months ended
June 30, 1999 as compared to the same period in 1998. This decrease is the
direct result of the decrease in pre-tax income between the comparable periods.
-10-
<PAGE>
Liquidity and Capital Resources
-------------------------------
At June 30, 1999, the Bank continued to comply with its liquidity requirements,
with an overall liquid asset ratio of 26.94% and a short-term liquid asset ratio
of 23.09%. 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 June 30, 1999, 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 June 30,
1999. 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)
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
June 30, 1999
-------------
Risk-based $ 3,318,810 24.24% $ 1,095,424 8.00% $ 1,369,280 10.00%
Core 3,265,139 10.69 916,609 3.00 1,527,682 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.
-11-
<PAGE>
Non-performing Assets
---------------------
The following table sets forth the amounts and categories of non-performing
assets in the Company's portfolio. Loans are placed on non-accrual status when
principal and interest are 90 days or more past due, unless, in the judgment of
management, the loan is well collaterized and in the process of collection.
Loans are also reviewed monthly and any loan whose collectibility is doubtful is
placed on non-accrual status. Interest accrued and unpaid at the time a loan is
placed on non-accrual status is charged against interest income. Subsequent
payments are either applied to the outstanding principal balance or recorded as
interest income, depending on the assessment of the ultimate collectibility of
the loan. The following table sets forth the Company's non-performing assets as
of the dates indicated.
<TABLE>
<CAPTION>
June 30, March 31,
1999 1999
-------- ---------
<S> <C> <C>
Non-accruing loans:
One-to-four family................... $ - $ -
Multi-family......................... - -
Commercial real estate............... - -
Land and construction................ - -
-------- ---------
Total non-performing loans........ - -
-------- ---------
Real estate owned.................... - -
-------- ---------
Total non-performing assets............ $ - $ -
Total as a percentage of total assets.. - % - %
======== =========
</TABLE>
In addition to the non-performing assets set forth in the table above, as of
June 30, 1999, there were no loans with respect to which known information about
the possible credit problems of the borrowers or the cash flows of the secured
properties have caused management to have concerns as to the ability of the
borrowers to comply with present loan repayment terms and which may result in
the future inclusion of such items in the non-performing asset categories.
Management has considered the Company's non-performing and "of concern" assets
in establishing the allowance for loan losses.
-12-
<PAGE>
Year 2000 Readiness Disclosure
------------------------------
Notice is hereby given that the Year 2000 statement set forth below is being
designated a Year 2000 Readiness Disclosure in accordance with Section 7(b) of
the Year 2000 Information and Readiness Disclosure Act. For more than twenty-one
months, the Company has been engaged in the process of addressing a potential
problem that is facing all users of automated information systems, including
personal computers, that is generally referred to as the Year 2000 Issue. The
problem is the result of computer systems processing transactions based upon 2
digits representing the year of the transaction rather than 4 full digits (e.g.,
98 for 1998). These computer systems may not operate properly when the last two
digits become "00", as will occur on January 1, 2000. In some cases, this could
result in a system failure, miscalculations causing disruptions of operations,
temporary inability to process transactions, send invoices or engage in similar
normal business activities. The problem could affect a wide variety of automated
information systems such as main frame computer applications, personal
computers, communication systems, including telephone systems, and other
information systems utilized not only by the Company, but also by its vendors
and customers. The most significant of the Company's automated information
systems affected by the Year 2000 issue is the data processing system used to
process transactions and information for loan and deposit customers. The Company
currently purchases the services for this system from a nationally recognized
data processing vendor. Other programs and applications used in the Company's
operations that will be affected by the Year 2000 issue include building and
security system equipment, ATM modems, loan document processing systems,
investment accounting programs, and computer software and hardware. All software
and hardware has been purchased from outside vendors. The Company has not
developed any in-house computer applications or equipment. All data processing
is done off-site. The Company has maintenance agreements with vendors on the
majority of its equipment and systems.
The Company's Year 2000 plan process began in the summer of 1997. At that time,
a Year 2000 plan coordinator was appointed and assessment of mission critical
systems began. The Company upgraded much of its computer hardware and software
during 1999, in large part to meet the system requirements when it converted to
a new data processing system in February 1999. The Company believes that Year
2000 compliance had been achieved for substantially all mission critical
applications by the end of the current fiscal year. Further testing occurred
during the first and second quarters of 1999 and additional testing is expected
to occur during the third quarter of 1999, with the timing dictated by external
vendors. The Company's vendors have been providing updates regarding their
progress in assessment, renovation and testing on a regular basis, and the Year
2000 Coordinator periodically presents updates regarding Year 2000 issues to the
Board of Directors.
The predominant risk associated with the Year 2000 issue for the Company rests
with the functionality of the data processing system. In order to offset the
inherent risk with its main data processing system, the Company is researching
sites and services offered by vendors which specialize in establishing
operations on an emergency basis, as well as preparing other contingency plans.
The Company has not identified any customers who present potential risk relative
to their compliance with Year 2000 within their own organizations. Loan officers
are aware of the Year 2000 issue, and the issue is being addressed with new
commercial customers. The Company has a large investment portfolio which carries
a potential liquidity risk should the companies handling the investments
experience a Year 2000 issue. These companies appear to be well advanced in
renovating and testing their systems. The Company outsources its item processing
operations to a nationally recognized data processing company. That Company
appears to be well advanced with year 2000 compliance efforts. Other vendors
also appear to be progressing in their Year 2000 efforts. The most difficult
risks for the Company to assess are the risks associated with the utilities
offered by gas, electric and telephone companies. Those are risk shared by
everyone and cannot be accurately quantified at this time.
-13-
<PAGE>
As indicated above, the Company is researching "hot-site" options to establish
emergency operations if necessary because of Year 2000 failure. The Company has
generally identified critical requirements for minimum levels of outputs and
services and established recovery plans to implement those requirements. The
Company is considering increasing its liquidity levels during the last quarter
of 1999 in preparation for possible extreme customer reaction to the Year 2000
issue.
The Company has planned for the Year 2000 with its officers and staff. It does
not intend to use outside consultants. Because the Company relies predominantly
on outsourced vendors for its core applications, it does not expect significant
costs related to Year 2000 renovation. Expenses incurred to date which are
directly related to the Year 2000 issue total approximately $5,000. Based on the
Year 2000 plan as currently being executed and the best available information,
the Company does not anticipate that the cost to address the Year 2000 issues
will have a material adverse impact on its financial condition, results of
operation or liquidity.
Impact of Inflation and Changing Prices
---------------------------------------
The consolidated financial statements and related data presented herein have
been prepared in accordance with generally accepted accounting principles which
require the measurement of financial position and operating results in terms of
historical dollars without considering changes in the relative purchasing power
of money over time due to inflation. The primary impact of inflation on the
operations of the Company is reflected in increased operating costs. Unlike most
industrial companies, virtually all of the assets and liabilities of a financial
institution are monetary in nature. As a result, interest rates, generally, have
a more significant impact on a financial institution's performance than does
inflation. Interest rates do not necessarily move in the same direction or to
the same extent as the prices of goods and services.
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 1999/2000 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.
-14-
<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 June
30, 1999.
-15-
<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: July 30, 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)
-16-
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Page No.
- ----------- --------
11 Statement regarding Computation of Earnings Per Share 18
-17-
<PAGE>
EXHIBIT 11
STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
Quarter Ended Quarter Ended
June 30, 1999 June 30, 1998
------------- -------------
<S> <C> <C>
Net Income $ 34,965 $ 42,815
======== ========
Weighted average shares outstanding 222,451 224,039
Reduction for common shares not yet released by
Employee Stock Ownership Plan 12,244 13,757
-------- --------
Total weighted average common shares
outstanding for basic computation 210,207 210,282
======== ========
Basic earnings per share $ .17 $ .20
======== ========
Total weighted average common shares
outstanding for basic computation 210,207 210,282
Common stock equivalents due to dilutive
effect of stock options 2,948 3,649
-------- --------
Total weighted average common shares and
equivalents outstanding for diluted computation 213,155 213,931
======== ========
Diluted earnings per share $ .16 $ .20
======== ========
</TABLE>
-18-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> APR-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 156,303
<INT-BEARING-DEPOSITS> 8,558,421
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 270,000
<INVESTMENTS-CARRYING> 771,015
<INVESTMENTS-MARKET> 779,000
<LOANS> 20,112,544
<ALLOWANCE> (53,671)
<TOTAL-ASSETS> 31,419,393
<DEPOSITS> 26,809,782
<SHORT-TERM> 0
<LIABILITIES-OTHER> 277,427
<LONG-TERM> 0
0
0
<COMMON> 2,319
<OTHER-SE> 4,255,439
<TOTAL-LIABILITIES-AND-EQUITY> 31,419,393
<INTEREST-LOAN> 373,840
<INTEREST-INVEST> 17,673
<INTEREST-OTHER> 102,322
<INTEREST-TOTAL> 493,835
<INTEREST-DEPOSIT> 297,930
<INTEREST-EXPENSE> 297,930
<INTEREST-INCOME-NET> 195,905
<LOAN-LOSSES> 1,500
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 152,355
<INCOME-PRETAX> 52,595
<INCOME-PRE-EXTRAORDINARY> 34,965
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 34,965
<EPS-BASIC> .17
<EPS-DILUTED> .16
<YIELD-ACTUAL> 2.65
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 52,171
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 53,671
<ALLOWANCE-DOMESTIC> 53,671
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
