HOME PORT BANCORP INC
10QSB, 1997-11-13
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB


(Mark one)
[ X ]  Quarterly  report  pursuant  to  Section  13 or 15 (d) of the  Securities
       Exchange Act of 1934 for the quarterly period ended September 30, 1997 or

[   ]  Transition  report  pursuant  to  Section  13  or  15  (d)  of  the
       Securities Exchange Act of 1934 for the transition period from to .

                         Commission file number 0-17099


                            HOME PORT BANCORP, INC. 
- --------------------------------------------------------------------------------
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

                                                               
         Delaware                                           04-3016821
- --------------------------------------------------------------------------------
(State or other jurisdiction of                          (I.R.S. Employer 
incorporation or organization)                         Identification Number)

      104 Pleasant Street
     Nantucket, Massachusetts                                   02554
- --------------------------------------------------------------------------------
(Address of principal executive office)                      (Zip Code)


                                 (508) 228-0580
- --------------------------------------------------------------------------------
                (Issuer's telephone number, including area code)


                                Not applicable.
- --------------------------------------------------------------------------------
(Former  name,  former  address and former  fiscal year,  if changed  since last
report)

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 registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

                              Yes [ X ]  No  [   ]

       The number of shares  outstanding of each of the registrant's  classes of
common stock as of September 30, 1997:


           Common Stock $.01 par value                      1,841,890  
- --------------------------------------------------------------------------------
                (Title of Class)                       (Shares Outstanding)


Transitional Small Business Disclosure Format (check one)

                              Yes [   ]  No  [ X ]
<PAGE>

                             Home Port Bancorp, Inc.


                                      INDEX


PART I - FINANCIAL INFORMATION    
            

            Consolidated  Balance Sheets at September  30, 1997 and December 31,
            1996

            Consolidated  Statements of Earnings  for the three  months and nine
            months ended September 30, 1997 and 1996.

            Consolidated   Statements of  Changes  in  Stockholders'  Equity  at
            September 30, 1997 and December 31, 1996.

            Consolidated  Statements  of Cash  Flows for the nine  months  ended
            September 30, 1997 and 1996

            Notes to Consolidated Financial Statements

            Management's  Discussion  and  Analysis of Financial  Condition  and
            Results of Operation

PART II - OTHER INFORMATION    

            Signatures


<PAGE>
<TABLE>
<CAPTION>
                                             Home Port Bancorp, Inc.
                                     Consolidated Balance Sheets (Unaudited)

(In Thousands, Except Per Share Data)                                              September 30,   December 31,
                                                                                        1997          1996
                                                                                     ---------      ---------
<S>                                                                                  <C>            <C>                         
Assets

Cash and due from banks ........................................................     $   4,938      $   5,073
Interest bearing deposits in banks .............................................            44             46
Federal funds sold and interest bearing deposits in banks ......................           270          4,700
                                                                                     ---------      ---------
Total cash and cash equivalents ................................................         5,252          9,819
Securities held to maturity (market value $14,522 and $14,526) (note 2) ........        14,561         14,663
Securities available for sale (amortized cost of $7,730 and $8,104) (note 2) ...         7,758          8,082
Loans, net of allowance for loan losses of $2,619 and $2,365 (note 3) ..........       156,363        142,425
Loans held for sale ............................................................        10,878          8,866
Other real estate owned ........................................................           --              61
Land, buildings and equipment, net .............................................         1,432          1,422
Accrued income receivable ......................................................         1,112          1,093
Net deferred tax asset .........................................................           346            347
Stock in FHLB-Boston, at cost ..................................................         2,442          2,321
Prepaid expenses and other assets ..............................................           870            832
                                                                                     ---------      ---------
       Total assets ............................................................     $ 201,014      $ 189,931
                                                                                     =========      =========

Liabilities and Stockholders' Equity
Liabilities:
  Deposits (Note 4) ............................................................     $ 142,887      $ 135,082
  Borrowed funds ...............................................................        34,871         32,335
  Accrued expenses .............................................................         1,420          1,346
  Other liabilities ............................................................           384          1,065
                                                                                     ---------      ---------
       Total liabilities .......................................................       179,562        169,828
                                                                                     ---------      ---------

Commitments and contingencies (notes 3 and 5)

Stockholders' equity
  Preferred stock, $.01 par value, 2,000,000 shares authorized, none issued                 --             --  
  Common stock, $.01 par value, 10,000,000 shares authorized, 2,325,494
     shares issued .............................................................            23             23
  Additional paid-in capital ...................................................        17,473         17,473
  Retained earnings ............................................................         8,336          7,017
  Unrealized gain (loss) on securities available for sale, net of taxes (note 2)            17            (13)
  Less: Treasury stock, at cost (483,604 shares) ...............................        (4,397)        (4,397)
                                                                                     ---------      ---------
       Total stockholders' equity ..............................................        21,452         20,103
                                                                                     ---------      ---------
       Total liabilities and stockholders' equity ..............................     $ 201,014      $ 189,931
                                                                                     =========      =========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
                                             Home Port Bancorp, Inc.
                                 Consolidated Statements of Earnings (Unaudited)


(In Thousands, Except Share and Per Share Data)                   Three Month Ended          Nine Month Ended
                                                                     September 30,             September 30,
                                                               ----------------------     ---------------------- 
                                                                  1997          1996         1997          1996
                                                               --------      --------     --------      --------
<S>                                                            <C>           <C>          <C>           <C>   
Interest and dividend income:
   Interest on loans .....................................     $  3,641      $  3,311     $ 10,660      $  9,504  
   Interest on securities ................................          312           337          968         1,016
   Dividends .............................................           42            40          119           117
   Federal funds sold and interest bearing deposits ......           20            29           36            47
                                                               --------      --------     --------      --------
      Total interest and dividend income .................        4,015         3,717       11,783        10,684
                                                               --------      --------     --------      --------
Interest expense:
   Interest on depositors' accounts ......................        1,164         1,105        3,356         3,081
   Interest on borrowed funds ............................          603           505        1,836         1,596
                                                               --------      --------     --------      --------
      Total interest expense .............................        1,767         1,610        5,192         4,677
                                                               --------      --------     --------      --------
Net interest and dividend income .........................        2,248         2,107        6,591         6,007
Provision for loan losses ................................           38            38          113            38
                                                               --------      --------     --------      --------
    Net interest and dividend income after
    provision for loan losses ............................        2,210         2,069        6,478         5,969
Non interest income:
   Deposit servicing fees ................................          115            87          313           259
   Loan servicing fees ...................................           64            62          195           216
   Other fees and income .................................           81            63          168           188
   Net gain (loss) from sale of mortgage loans ...........           12            --           53            (9)
   Net gain (loss) from securities .......................           --            --           (9)           --
                                                               --------      --------     --------      --------
      Total non interest income ..........................          272           212          720           654
                                                               --------      --------     --------      --------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                             Home Port Bancorp, Inc.
                                 Consolidated Statements of Earnings (Unaudited)
                                                  (continued)


(In Thousands, Except Share and Per Share Data)                   Three Month Ended          Nine Month Ended
                                                                     September 30,             September 30,
                                                               ----------------------     ---------------------- 
                                                                  1997          1996         1997          1996
                                                               --------      --------     --------      --------
<S>                                                            <C>           <C>          <C>           <C>   
Non interest expense:
   Salaries and employee benefits ........................          667           575        1,897         1,668
   Building and equipment expenses .......................          130           129          369           362
   Deposit insurance fees ................................           11             5           32            12
   Professional fees .....................................           50            58          169           226
   Other .................................................          271           256          742           705
                                                               --------      --------     --------      --------
      Total non interest expense .........................        1,129         1,023        3,209         2,973
                                                               --------      --------     --------      --------
Income before income taxes ...............................        1,353         1,258        3,989         3,650
Provision for income taxes (note 6) ......................          531           489        1,565         1,418
                                                               ========      ========     ========      ========
Net Income ...............................................     $    822      $    769     $  2,424      $  2,232
                                                               ========      ========     ========      ========

Earnings per common share ................................     $   0.45      $   0.42     $   1.32      $   1.21
                                                               ========      ========     ========      ========

Weighted number of common shares outstanding .............        1,842         1,842        1,842         1,842
                                                               ========      ========     ========      ========
</TABLE>
 See accompanying notes to unaudited consolidated financial statements
<PAGE>
<TABLE>
<CAPTION>
                                                       Home Port Bancorp, Inc.
                               Consolidated Statements of Changes in Stockholders' Equity (Unaudited)


(In Thousands)                                                                                            Net
                                                                                                      Unrealized
                                                                                                         Gain
                                                                                                      (Loss) on
                                                           Additional                                 Securities        Total
                                              Common        Paid-in      Retained       Treasury       Available    Stockholders'
                                               Stock        Capital      Earnings         Stock        For Sale         Equity
                                               -----        -------      --------         -----        --------         ------
<S>                                          <C>            <C>          <C>            <C>            <C>            <C>
                                              
Balance at December 31, 1995 ..........      $     23      $ 17,473      $  5,271       $ (4,397)      $      9       $ 18,379

Change in unrealized loss on securities
     available for sale ...............          --            --            --             --              (22)           (22)
Cash dividends paid at $.70 per share .          --            --          (1,289)          --             --           (1,289)
Net income ............................          --            --           3,035           --             --            3,035
                                             --------      --------      --------       --------       --------       --------
Balance at December 31, 1996 ..........            23        17,473         7,017         (4,397)           (13)        20,103

Change in unrealized loss on securities
   available for sale .................          --            --            --             --               30             30
Cash dividends paid at $.60 per share .          --            --          (1,105)          --             --           (1,105)
Net income ............................          --            --           2,424           --             --            2,424
                                             --------      --------      --------       --------       --------       --------
Balance at September 30, 1997 .........      $     23      $ 17,473      $  8,336       $ (4,397)      $     17       $ 21,452
                                             ========      ========      ========       ========       ========       ========

</TABLE>
See accompanying notes to unaudited consolidated financial statements
<PAGE>
<TABLE>
<CAPTION>
                                        Home Port Bancorp, Inc.
                           Consolidated Statements of Cash Flows (Unaudited)

(In Thousands)                                                               Nine Months Ended
                                                                                September 30,
                                                                      -------------------------------
                                                                         1997                   1996
                                                                      --------               --------
<S>                                                                   <C>                    <C>
Net cash flows from operating activities:
    Net income .................................................      $  2,424               $  2,232
    Adjustments to reconcile net income to net cash (used)
            provided by operating activities:
        Net (increase) decrease in accrued income receivable ...           (19)                    20
        Net decrease in accrued expenses .......................            74                     91
        Net amortization of securities premiums ................            62                     73
        Net (increase) decrease in loans held for sale .........        (1,963)                 4,525
        Amortization of deferred loan origination fees .........          (172)                  (196)
        Amortization of deferred premiums on loans sold ........             4                   --
        Depreciation of building and equipment .................           180                    159
        Net increase in prepaid expenses and other assets ......           (38)                   (65)
        Net decrease in other liabilities ......................          (681)                  (437)
        Net increase in deferred income taxes ..................           (19)                   (11)
        Net loss on securities and other assets ................             9                   --
        Net (gain) loss on sale of mortgage loans ..............           (53)                     9
        Provision for loan losses ..............................           113                     38
                                                                      --------               --------
Net cash (used) provided by operating activities ...............           (79)                 6,438
                                                                      --------               --------

Cash flows from investing activities
    Purchases of securities held to maturity....................        (4,998)                  --   
    Purchases of securities available for sale .................        (2,984)                (2,496)
    Proceeds from sales of securities available for sale .......         1,239                   --
    Proceeds from maturities/calls of securities ...............         6,242                  4,430
    Principal payments on mortgage-backed securities ...........           907                    961
    Net increase in loans ......................................       (13,879)               (23,160)
    Purchases of land, buildings and equipment .................          (190)                  (367)
    Proceeds from the sales of other real estate owned .........            61                   --
    Purchase of Federal Home Loan Bank stock ...................          (121)                  --
                                                                      --------               --------
Net cash used in investing activities ..........................       (13,723)               (20,632)
                                                                      --------               --------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                        Home Port Bancorp, Inc.
                           Consolidated Statements of Cash Flows (Unaudited)
                                            (continued)

(In Thousands)                                                               Nine Months Ended
                                                                                September 30,
                                                                      -------------------------------
                                                                         1997                   1996
                                                                      --------               --------
<S>                                                                   <C>                    <C>
Cash flows from financing activities:
    Net increase in deposits ...................................         7,805                 23,665
    Federal Home Bank advances .................................        16,500                 11,000
    Federal Home Loan Bank repayments ..........................       (12,605)               (13,199)
    Net decrease in short term borrowings ......................        (1,359)                  (999)
    Cash dividends paid ........................................        (1,106)                  (922)
                                                                      --------               --------
Net cash provided by financing activities ......................         9,235                 19,545
                                                                      --------               --------

Net (decrease) increase in cash and cash equivalents ...........        (4,567)                 5,351
Cash and cash equivalents at beginning of period ...............         9,819                  6,636
                                                                      --------               --------
Cash and cash equivalents at end of period .....................      $  5,252               $ 11,987
                                                                      ========               ========

Supplemental  disclosures of cash flow information:
 Cash paid during the period for:
        Interest ...............................................      $  5,170               $  4,695
        Income taxes ...........................................      $  1,610               $  1,353
    Dividends declared .........................................         1,106               $    922
    Non-cash gains on sales of loans ...........................            47                   --

</TABLE>                             
See accompanying notes to unaudited consolidated financial statements
<PAGE>
                    Home Port Bancorp, Inc. and Subsidiaries
              Notes to Unaudited Consolidated Financial Statements

1.  Consolidated Financial Statements

The unaudited consolidated financial statements of Home Port Bancorp, Inc. ("The
Company")  and its wholly owned  subsidiaries,  Nantucket  Bank ("the Bank") and
N.B.  Securities,  Inc. ("a  Massachusetts  Securities  Corporation")  have been
prepared  in  accordance  with   regulations  of  the  Securities  and  Exchange
Commission.  Certain  information,  required by  generally  accepted  accounting
principles,   has  been  condensed  or  omitted   pursuant  to  such  rules  and
regulations. Inter-company accounts and transactions have been eliminated.

The financial  statements for the periods ended  September 30, 1997 and 1996 are
unaudited,  but include normal recurring  adjustments which management considers
necessary  for  a  fair  presentation  of  results.   Interim  results  are  not
necessarily  indicative of the results to be expected for the entire year. It is
recommended  that  these  statements  be read in  conjunction  with the  audited
financial statements for the year end December 31, 1996.

2.  Securities (in thousands)

Securities held to maturity consist of the following:
<TABLE>
<CAPTION>
                                                            September 30, 1997       December 31, 1996
                                                           --------------------    -------------------          
                                                             Book        Market      Book       Market
                                                             Value       Value       Value      Value
                                                           -------     -------     -------     -------
<S>                                                        <C>         <C>         <C>         <C>  
United States Government and agency obligations ......     $ 4,499     $ 4,503     $ 2,341     $ 2,326
Mortgage-backed securities ...........................       6,978       6,925       7,486       7,373
State and municipal obligations ......................         281         281         565         564
Other bonds and notes ................................       2,803       2,813       4,271       4,263
                                                           -------     -------     -------     -------
   Total securities held to maturity .................     $14,561     $14,522     $14,663     $14,526
                                                           =======     =======     =======     =======
</TABLE>
Securities available for sale consist of the following:
<TABLE>
<CAPTION>
                                                            September 30, 1997       December 31, 1996
                                                           --------------------    -------------------          
                                                             Book        Market      Book       Market
                                                             Value       Value       Value      Value
                                                           -------     -------     -------     -------
<S>                                                        <C>         <C>         <C>         <C>   
United States Government and agency obligations            $5,200       $5,195     $5,700      $5,663
Mortgage-backed securities                                    976          976         --          --
                                                                                   
State and municipal obligations                               292          293        798         804
Other bonds and notes                                         250          249      1,494       1,501
Marketable equity securities                                1,012        1,045        112         114
                                                           -------     -------     -------     -------
   Total securities available for sale                     $7,730       $7,758     $8,104      $8,082
                                                           ======       ======     ======      ======             
</TABLE>
Mortgage backed securities available for sale consist of CMO/REMIC bonds.
<PAGE>
                    Home Port Bancorp, Inc. and Subsidiaries
              Notes to Unaudited Consolidated Financial Statements

3.  Loans, Net (in thousands)

The composition of the balances of loans is as follows:
<TABLE>
<CAPTION>
                                                   September 30,          December 31,
                                                       1997                   1996
                                                    ---------             ---------
<S>                                                 <C>                   <C> 
Mortgage loans:
     Residential
          Fixed ..................................  $  21,766             $  18,407      
          Adjustable .............................     65,872                61,316
     Residential construction ....................     23,518                21,100
     Commercial ..................................     35,508                33,891
     Commercial construction .....................      4,129                 5,960
                                                    ---------             ---------
            Total principal balances .............    150,793               140,674
Less:
     Due borrowers on uncompleted loans
          Residential ............................     (5,511)               (6,743)
           Commercial ............................     (1,925)               (3,342)
     Deferred loan origination fees ..............       (495)                 (517)
                                                    ---------             ---------
          Total mortgage loans ...................    142,862               130,072
Other loans:
     Commercial business .........................      9,904                 8,534
      Second mortgage ............................      1,740                 1,987
      Home equity ................................      1,917                 1,542
      Passbook and stock secured .................        999                   960
      Consumer ...................................      1,560                 1,695
                                                    ---------             ---------
           Total other loans .....................     16,120                14,718
Less: Allowance for loan losses ..................     (2,619)               (2,365)
                                                    =========             =========
           Loans, net ............................  $ 156,363             $ 142,425
                                                    =========             =========
</TABLE>

The  Federal  Home  Loan  Bank  has a  blanket  lien  covering  residential  and
commercial mortgage loans as collateral for the Bank's borrowing from the FHLB.

Effective  January 1, 1997 the Bank adopted  Statement  of Financial  Accounting
Standards  ("SFAS") No. 125 "Accounting for Transfers and Servicing of Financial
Assets and  Extinguishments of Liabilities".  The Statement provides  accounting
and reporting  standards  for  transfers  and servicing of financial  assets and
extinguishments  of  liabilities.  Those standards are based on an approach that
focuses on control,  whereby  after a transfer of  financial  assets,  an entity
recognizes the financial and servicing assets it controls and the liabilities it
has incurred,  derecognizes  financial assets when control has been surrendered,
and derecognizes liabilities when extinquished.  With adoption of this statement
during the nine  months  ended  September  30,  1997,  the Bank  recognized  $53
thousand in deferred  gains  related to the sale of  participation  interests in
mortgage loans where the Bank retained servicing rights.
<PAGE>
                    Home Port Bancorp, Inc. and Subsidiaries
              Notes to Unaudited Consolidated Financial Statements

A summary of the transactions in the allowance for loan losses is as follows:
<TABLE>
<CAPTION>
                                                                 Nine Months Ended
                                                                    September 30,
                                                            --------------------------- 
                                                               1997               1996
                                                            --------------------------- 
<S>                                                         <C>                 <C>                                
Balance at beginning of period .........................    $ 2,365             $ 2,249
       Provisions ......................................        113                  38
       Recoveries ......................................        163                 126
       Realized losses charged to allowance ............        (22)               (102)
                                                            -------             -------
Balance at end of period ...............................    $ 2,619             $ 2,311
                                                            =======             =======
</TABLE>
The allowance for loan losses is allocated as follows:    

<TABLE>
<CAPTION>
                                                                   Nine Months Ended
                                                                      September 30,
                                                            --------------------------- 
                                                              1997                1996
                                                            --------------------------- 
<S>                                                         <C>                 <C>
Residential mortgage loans .............................    $  527              $  519
Commercial mortgage loans ..............................     1,317               1,215
Commercial loans .......................................       225                 180
All other loans ........................................       227                 224
Unallocated ............................................       323                 173
                                                            ------              ------
     Total .............................................    $2,619              $2,311
                                                            ======              ======
</TABLE>


Non-performing loans are summarized as follows:  
<TABLE>
<CAPTION>
                                                            September 30,    December 31,  
                                                                1997            1996
                                                            -------------    ------------
<S>                                                            <C>              <C>                              
Loans accounted for on a non-accrual basis                     $  --            $ 10      
Accruing loans 90 days past due                                  252             433            
Restructured loans                                                --              --
</TABLE>
<PAGE>
                    Home Port Bancorp, Inc. and Subsidiaries
              Notes to Unaudited Consolidated Financial Statements

4.  Deposits (in thousands)
A summary of deposit balances, by type, is as follows:
<TABLE>
<CAPTION>

                                                      September 30,     December 31,
                                                           1997             1996
                                                        --------        --------
<S>                                                     <C>             <C>
Demand (non-interest bearing) ..................        $ 14,863        $  9,955
Savings:
     NOW .......................................          29,218          31,223
     Regular and 90-day notice accounts ........          15,109          13,779
     Money market deposit accounts .............          26,432          22,672
     Advance payments from mortgagors ..........             230             131
                                                        --------        --------
         Total savings .........................          70,989          67,805
                                                        --------        --------
Time certificates of deposit ...................          57,035          57,322
                                                        --------        --------
         Total deposits ........................        $142,887        $135,082
                                                        ========        ========

</TABLE>

5.  Commitments

In the normal course of business, there are outstanding commitments that are not
reflected in the balance  sheet.  Firm  commitments  to  originate  mortgage and
commercial loans were $12.3 million at September 30, 1997.

6.  Income Taxes

The  effective  rate for the three and nine months ended  September  30, 1997 is
39%, which is less than the statutory rate of 42% primarily due to the status of
N.B. Securities, Inc. as a Massachusetts security corporation and a reduction in
the valuation allowance.
<PAGE>
                    Home Port Bancorp, Inc. and Subsidiaries
           Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
              Unaudited Interim Information for September 30, 1997

                           Consolidated Balance Sheets

Total assets of Home Port Bancorp, Inc. (the "Company") increased $11.1 million,
or 5.8%, to $201 million at September  30, 1997 from $189.9  million at December
31, 1996.  For the comparable  nine month period in 1996 total assets  increased
12.7% to $188.6 million from $167.3 million.  Major balance sheet categories are
discussed in detail below.

Net loans  outstanding  (including  loans held for sale) were $167.2  million at
September  30, 1997,  an increase of $15.9  million,  or 10.5%,  from the $151.3
million at December  31,  1996.  For the  comparable  period in 1996,  net loans
increased by $18.8 million or 14.6%. Loan sales totaled $11.8 million during the
first nine months of 1997 as compared to $18.8  million in the 1996 period.  The
dollar  volume  of loan  originations  for the  first  nine  months  of 1997 was
slightly (5%) lower than the comparable  1996 period.  The real estate market in
Nantucket  has been  very  strong  in 1997,  driven  by sales of  higher  priced
properties.  The total dollar  volume of real estate sales has  increased 25% in
the first 9 months of 1997 as  compared to the similar  1996  period;  while the
number of sales has  declined by 8%. The average  sales price has  increased  to
$454 thousand in 1997 from $366 thousand in 1996.

Total  deposits  increased  by $7.8  million,  or 5.8%,  to  $142.9  million  at
September  30, 1997 from $135.1  million at December 31, 1996.  The Bank usually
experiences a seasonal  increase in deposits  during the summer months.  For the
comparable nine month period in 1996 deposits  increased 20.7% or $23.6 million.
For the first nine months of 1997 average deposits increased 7.2% over the prior
year compared to a 9.6%  increase in average  deposits for the first nine months
of 1996.

During the first nine months of 1997  borrowed  funds,  which consist of Federal
Home Loan Bank  advances,  increased by $2.6 million to $34.9 million from $32.3
million at December  31,  1996.  Seasonal  growth in  deposits  during the third
quarter  provided the funds to pay down  borrowings by $10 million or 22.3% from
their  levels at June 30, 1997.  During the first six months of 1997  borrowings
were utilized to fund loan growth.  For the comparable nine month period in 1996
borrowed funds decreased by $3.2 million to $29.6 million.

Total  stockholders'  equity  increased  by $1.3  million  to $21.5  million  at
September 30, 1997 from $20.1  million at December 31, 1996.  This increase is a
result  of net  income of $2.4  million  less cash  dividends  declared  of $1.1
million and a $17 thousand unrealized gain on securities available for sale, net
of taxes.
<PAGE>
                    Home Port Bancorp, Inc. and Subsidiaries
           Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
              Unaudited Interim Information for September 30, 1997

                              Results of Operations

For the quarter ended  September 30, 1997, net income totaled $822 thousand,  or
$0.45 per share,  compared to $769 thousand, or $0.42 per share, for the quarter
ended  September  30,  1996.  For the nine months ended  September  30, 1997 net
income totaled $2.4 million,  or $1.32 per share,  compared to $2.2 million,  or
$1.21 per share, for the comparable 1996 period.

The  increase in net income for both the  quarterly  and year to date results is
attributable  to an increase in net interest and dividend  income.  Net interest
income increased by $584 thousand,  or 9.7% for the nine months ending September
30, 1997, as compared the same period in the prior year. In the third quarter of
1997 net interest  income  increased by $141 thousand,  or 6.7%,  over the prior
year period.  These increases are attributable to increases in average loans and
deposits  offset by a small  decrease in the net interest  margin.  The interest
rate spread and net interest margin were 4.06% and 4.71%, respectively,  for the
first nine months of 1997 compared to 4.12% and 4.74% for the comparable  period
in 1996.

For the nine months ending September 30, 1997,  non-interest  expenses increased
by $236 thousand,  or 7.9%, compared to the prior year. For the third quarter of
1997 non-interest  expenses increased by $106 thousand, or 10.4%, over the prior
year period. These increases were primarily due to increases in personnel costs,
resulting from wage increases,  increases in staff and staff training to service
the business  growth.  Overall,  the ratio of  non-interest  expenses to average
assets  decreased  to 2.22% in 1997 from 2.28% in 1996.  The  Bank's  efficiency
ratio, which measures non-interest  expenses in relation to income,  improved to
43.84% for the nine  months  ended  September  30, 1997 from 44.64% for the same
period 1996.

Return on Equity

Return on equity  was 15.64%  for the nine  months  ending  September  30,  1997
compared  to  15.69%  for the same  period  in 1996.  The  ratio is  essentially
unchanged  because the increase in earnings was  proportional to the increase in
equity base.

Provision for Loan Losses


The allowance for loan losses at September 30, 1997 was $2.6 million or 1.54% of
total loans compared to $2.4 million,  or 1.54% of total loans,  at December 31,
1996.  During  the three and nine  months  ending  September  30,  1997 the Bank
recorded  provisions  for  loan  losses  of  $38  thousand  and  $113  thousand,
respectively.  These provisions reflect management's strategy,  initiated in the
third quarter of 1996, to provide additional reserves in relation to the growing
loan  portfolio.  The  Bank  also  recorded  recoveries  of  $163  thousand  and
charge-offs of $22 thousand for the nine month period ending September 30, 1997.
The Bank believes its current  level of loan loss  reserves to be adequate.  Any
unforeseen  future  economic   problems,   however,   could  lead  to  the  Bank
experiencing  additional  delinquencies which may require additional  provisions
for loan losses.
<PAGE>
                    Home Port Bancorp, Inc. and Subsidiaries
           Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
              Unaudited Interim Information for September 30, 1997

Non-performing Loans and Other Real Estate Owned

At September 30, 1997,  non-performing  loans totaled $252 thousand,  consisting
entirely of accruing  loans 90 days past due.  Non-performing  loans at December
31, 1996 totaled $443 thousand,  including $433 thousand past due accruing loans
and $10 thousand of non-accruing  loans.  None of these loans were to affiliated
persons. Substantially all of the non-performing loans consist of first mortgage
loans on  residential  real estate.  As of September  30, 1997,  the Bank had no
other real estate owned compared to $61 thousand at December 31, 1996.

At September 30, 1997  management  has  identified  $639 thousand of loans that,
while currently performing, may pose potential problems due to some doubts about
the ability of the borrowers to comply with all of their present loan  repayment
terms.  The  resolution of these loans is not yet known.  The Bank believes that
its  allowance  for loan losses is adequate to absorb any losses that may result
from these loans.

Income Taxes

The Company and its subsidiaries, on a consolidated basis are subject to Federal
income  tax.  The  Company is also  subject to a  Delaware  franchise  tax and a
Massachusetts  tax as a security  corporation.  The Bank and it's subsidiary are
subject  to  a  Massachusetts   income  tax.  For  interim  unaudited  financial
statements,  management  calculated  the  provision for taxes using an estimated
combined Federal and state tax rate of 40% and made an adjustment decreasing the
deferred tax valuation  reserve.  The expected tax rate is reviewed and adjusted
as necessary on a quarterly basis.

Liquidity and Capital Resources

Substantially  all of the  Company's  funds are  generated  through  its banking
subsidiary,   Nantucket   Bank.  The  Bank's  sources  are  customer   deposits,
amortization  and payoffs of loans,  advances from the Federal Home Loan Bank of
Boston,  sale  of  loans  in the  secondary  market,  maturities  and  sales  of
securities and positive cash flows generated from operations. As a member of the
Depositors'  Insurance  Fund,  the  Bank  also has a right  to  borrow  from the
Depositors  Insurance Fund for short-term cash needs by pledging certain assets,
although it has never  exercised  this right.  The Bank's  liquidity  management
program is designed to assure that  sufficient  funds are available to meet it's
daily needs.

The Bank believes its capital  resources,  including  deposits,  scheduled  loan
repayments,  revenue  generated from the sales of loans and  securities,  unused
borrowing  capacity at the Federal  Home Loan Bank of Boston,  and revenue  from
other sources will be adequate to meet its funding commitments.

At September 30, 1997 and December 31, 1996 the Company's and the Bank's capital
ratios were in excess of regulatory requirements.
<PAGE>

Recent Accounting Developments

In February,  1997,  the  Financial  Accounting  Standards  Board (FASB)  issued
Statement of  Financial  Accounting  Standards  (SFAS) No. 129,  "Disclosure  of
Information about Capital Structure",  which will be effective for year end 1997
financial  statements.  The  Company's  disclosures  currently  comply  with the
provisions of this statement.

In June 1997, the FASB issued SAFS #130, "Reporting  Comprehensive Income." SFAS
#130 establishes  standards for reporting and displaying  comprehensive  income,
which is defined as all changes to equity except  investments and  distributions
to  shareholders.  Net income is a component of comprehensive  income,  with all
other  components  referred to in the aggregate as other  comprehensive  income.
This statment is effective for 1998 financial statements.

<PAGE>


                    Home Port Bancorp, Inc. and Subsidiaries

PART II.  OTHER INFORMATION


Item 1.           Legal Proceedings
                  The  Company  and its  subsidiaries  are not  involved  in any
                  pending  legal  proceedings  other than those  involved in the
                  ordinary course of their businesses.  Management believes that
                  the  resolution  of these matters will not  materially  affect
                  their  businesses or the consolidated  financial  condition of
                  the Company and its subsidiary.

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.
                  A cash  dividend of $.20 per common share was declared on July
                  29,  1997.  The  dividend  was  paid  on  August  28,  1997 to
                  shareholders of record as of August 14, 1997.

                  Declaration of dividends by the Board of Directors  depends on
                  a  number  of   factors,   including   capital   requirements,
                  regulatory  limitations,  the Company's  operating results and
                  financial condition and general economic conditions.

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

                  a.  Exhibits -- None

                  b.  Reports  on Form 8-K - No  reports on Form 8-K were filed 
                      during  the  quarter  ended  September 30, 1997.
<PAGE>

                    Home Port Bancorp, Inc. and Subsidiaries

Signatures

         In accordance with the requirements of the Securities Exchange Act, the
Registrant  caused  this  report to be signed on its  behalf by the  undersigned
thereunto duly authorized.


                                         Home Port Bancorp, Inc.
                                         -----------------------
                                               (Registrant)





Date:  November 7, 1997               By: /s/ William P. Hourihan, Jr.
                                          ----------------------------
                                          William P. Hourihan, Vice President


Date:  November 7, 1997               By: /s/ John M. Sweeney
                                          -------------------
                                          John M. Sweeney, Treasurer
                                          (chief financial & accounting officer)

<TABLE> <S> <C>

<ARTICLE> 9
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                           4,938
<INT-BEARING-DEPOSITS>                              44
<FED-FUNDS-SOLD>                                   270
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                      7,758
<INVESTMENTS-CARRYING>                          14,561
<INVESTMENTS-MARKET>                            14,522
<LOANS>                                        158,982
<ALLOWANCE>                                      2,619
<TOTAL-ASSETS>                                 201,014
<DEPOSITS>                                     142,887
<SHORT-TERM>                                    34,871
<LIABILITIES-OTHER>                              1,804
<LONG-TERM>                                          0
                                0
                                          0
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<INTEREST-INVEST>                                1,123
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<INTEREST-TOTAL>                                11,783
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<INTEREST-INCOME-NET>                            6,591
<LOAN-LOSSES>                                      113
<SECURITIES-GAINS>                                 (9)
<EXPENSE-OTHER>                                  3,209
<INCOME-PRETAX>                                  3,989
<INCOME-PRE-EXTRAORDINARY>                       3,989
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,424
<EPS-PRIMARY>                                     1.32
<EPS-DILUTED>                                     1.32
<YIELD-ACTUAL>                                    4.71
<LOANS-NON>                                          0
<LOANS-PAST>                                       252
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<ALLOWANCE-DOMESTIC>                             2,619
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
         

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