HOME PORT BANCORP INC
10QSB, 1997-05-15
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 March 31, 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 March 31, 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 Sheet at March 31, 1997 and December        
               31, 1996

               Consolidated Statement of Earnings for the three months
               ended March 31, 1997 and 1996.                                   

               Consolidated Statement of Changes in Stockholders' Equity
               at March 31, 1997                                                

               Consolidated Statements of Cash Flows for the three months       
               ended March 31, 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 Sheet (Unaudited)

                     (In Thousands, Except Per Share Data)

                                                         March 31,    December 31,
                                                           1997          1996
                                                        ---------     ---------
<S>                                                     <C>           <C>
Assets
Cash and due from banks ............................    $   4,996     $   5,073
Interest bearing deposits in banks .................           37            46
Federal funds sold .................................         --           4,700
                                                        ---------     ---------
Total cash and cash equivalents ....................        5,033         9,819
Securities held to maturity (market value
     $13,824 and $14,526) (note 2) .................       14,049        14,663
Securities available for sale (amortized cost
     of $8,857 and $8,104) (note 2) ................        8,761         8,082
Loans, net of allowance for possible loan
     losses of $2,417 and $2,365 (note 3) ..........      147,630       142,425
Loans held for sale ................................        7,659         8,866
Other real estate owned ............................           61            61
Land, buildings and equipment, net .................        1,429         1,422
Accrued income receivable ..........................        1,057         1,093
Net deferred tax asset .............................          385           347
Stock in FHLB-Boston, at cost ......................        2,321         2,321
Prepaid expenses and other assets ..................          819           832
                                                        ---------     ---------
Total assets .......................................    $ 189,204     $ 189,931
                                                        =========     =========
<PAGE>
<CAPTION>
                             Home Port Bancorp, Inc.
               Consolidated Balance Sheet (Unaudited) (continued) 

                     (In Thousands, Except Per Share Data)

                                                         March 31,    December 31,
                                                           1997          1996
                                                        ---------     ---------
<S>                                                     <C>           <C>
Liabilities and Stockholders' Equity
Liabilities:
Deposits (Note 4) ..................................    $ 127,212     $ 135,082
Borrowed funds .....................................       39,237        32,335
Accrued expenses ...................................        1,513         1,346
Other liabilities ..................................          769         1,065
                                                        ---------     ---------
Total liabilities ..................................      168,731       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 ..................................        7,431         7,017
Unrealized (loss) on securities available for sale,
       net of taxes (note 2) .......................          (57)          (13)
Less: Treasury stock, at cost (483,604 shares) .....       (4,397)       (4,397)
                                                                      ---------
      Total stockholders' equity ...................       20,473        20,103
                                                        ---------     ---------

Total liabilities and stockholders' equity .........    $ 189,204     $ 189,931
                                                        =========     =========

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

                (In Thousands, Except Share and Per Share Data)
                                         
                                                              Three Months Ended
                                                                   March 31,
                                                             ------------------- 
                                                               1997       1996
                                                             -------    -------
<S>                                                          <C>        <C>
Interest and dividend income:
     Interest on loans ..................................    $ 3,418    $ 2,977
     Interest on securities .............................        322        352
     Dividends ..........................................         36         38
     Federal funds sold and interest bearing deposits ...         12         12
                                                             -------    -------
            Total interest and dividend income ..........      3,788      3,379
                                                             -------    -------
Interest expense:
     Interest on depositors' accounts ...................      1,092        984
     Interest on borrowed funds .........................        552        517
                                                             -------    -------
            Total interest expense ......................      1,644      1,501
                                                             -------    -------
Net interest and dividend income ........................      2,144      1,878
Provision for loan losses ...............................         37        -
                                                             -------    -------
     Net interest and dividend income after
        provision for loan losses .......................      2,107      1,878
                                                             -------    -------
Non-interest income:
     Deposit servicing fees .............................         91         77
     Loan servicing fees ................................         66         82
     Other fees and income ..............................         49         62
     Net gain (loss) from sale of mortgage loans ........         13         (5)
     Net gain (loss) from securities ....................          4        -
                                                             -------    -------
            Total non-interest income ...................        223        216
                                                             -------    -------
<PAGE>
<CAPTION>
                             Home Port Bancorp, Inc.
           Consolidated Statements of Earnings (Unaudited) (continued) 

                (In Thousands, Except Share and Per Share Data)
                                         
                                                              Three Months Ended
                                                                   March 31,
                                                             ------------------- 
                                                               1997       1996
                                                             -------    -------
<S>                                                          <C>        <C>
Non-interest expense:
     Salaries and employee benefits .....................        619        533
     Building and equipment expenses ....................        125        105
     Deposit insurance fees .............................         10          3
     Professional fees ..................................         67         77
     Other ..............................................        220        222
                                                             -------    -------
            Total non-interest expense ..................      1,041        940
                                                             -------    -------
Income before income taxes ..............................      1,289      1,154
Provision for income taxes (Note 5) .....................        507        448
                                                             -------    -------

Net income ..............................................    $   782    $   706
                                                             =======    =======

Earnings per common share ...............................    $  0.42    $  0.38
                                                             =======    =======

Weighted number of common shares outstanding ............      1,842      1,842
                                                             =======    =======

      See accompanying notes to unaudited consolidated financial statements
</TABLE>
<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                            -          -         -           -          (44)           (44)
Cash dividends paid at $.20 per share            -          -        (368)        -            -           (368)
Net income                                       -          -         782         -            -            782
                                             ---------------------------------------------------------------------- 
Balance at March 31, 1997                      $23     $17,473     $7,431    $(4,397)       $(57)       $20,473
                                             ====================================================================== 

See accompanying notes to unaudited consolidated financial statements

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                   Home Port Bancorp, Inc.
                      Consolidated Statements of Cash Flows (Unaudited)
                                       (In Thousands)
                                                                         Three Months Ended
                                                                              March 31,
                                                                        ------------------- 
                                                                          1997        1996
                                                                        -------     -------
<S>                                                                     <C>         <C>
Net cash flows from operating activities:
    Net income .....................................................    $   782     $   706
    Adjustments to reconcile net income to net cash
     provided by operating activities:
        Net decrease in accrued income receivable ..................         36          21
        Net increase in accrued expenses ...........................        167          54
        Net amortization of securities premiums ....................         19          29
        Net decrease in loans held for sale ........................      1,221       5,294
        Amortization of deferred loan origination fees .............        (66)        (64)
        Amortization of deferred premiums on loans sold ............        (12)         -
        Depreciation of building and equipment .....................         60          48
        Net decrease (increase) in prepaid expenses and other assets         13         (15)
        Net (decrease) increase in other liabilities ...............       (296)         17
        Deferred income taxes ......................................         (9)         (5)
        Net gain on securities and other assets ....................         (4)        --
        Net (gain) loss on sale of mortgage loans ..................         (2)          5
        Provision for loan losses ..................................         37         --
                                                                        -------     -------
Net cash provided by operating activities ..........................      1,946       6,090
                                                                        -------     -------

Cash flows from investing activities:
    Purchases of securities held to maturity .......................     (1,733)        --
    Purchases of securities available for sale .....................     (2,002)       (996)
    Proceeds from sales of securities available for sale............        752         --
    Proceeds from maturities/calls of securities ...................      2,622       2,625
    Principal payments on mortgage-backed securities ...............        208         238
    Net increase in loans ..........................................     (5,176)     (7,939)
    Purchases of land, buildings and equipment .....................        (67)        (89)
                                                                        -------     -------
Net cash provided by investing activities ..........................     (5,396)     (6,161)
                                                                        -------     -------
<PAGE>
<CAPTION>
                                   Home Port Bancorp, Inc.
                      Consolidated Statements of Cash Flows (Unaudited)
                                       (In Thousands)
                                                                         Three Months Ended
                                                                              March 31,
                                                                        ------------------- 
                                                                          1997        1996
                                                                        -------     -------
<S>                                                                     <C>         <C>
Cash flows from financing activities:
    Net increase (decrease) in deposits ............................     (7,870)       (718)
    Federal Home Bank advances .....................................      8,000       7,500
    Federal Home Loan Bank repayments ..............................     (1,350)     (4,674)
    Net (decrease) increase in short term borrowings ...............        252      (3,000)
    Cash dividends paid ............................................       (368)       (276)
                                                                        -------     -------
Net cash provided by financing activities ..........................     (1,336)     (1,168)
                                                                        -------     -------

Net (decrease) increase in cash and cash equivalents ...............     (4,786)     (1,239)
Cash and cash equivalents at beginning of period ...................      9,819       6,636
                                                                        -------     -------
Cash and cash equivalents at end of period .........................    $ 5,033     $ 5,397
                                                                        =======     =======

Supplemental  disclosures of cash flow information:
   Cash paid during the period  for:
        Interest ...................................................      1,599       1,493
        Income taxes ...............................................        367         303
    Dividends declared .............................................        368         276
    Non-cash gains on sales of loans ...............................         11         --
                                                                                                                 
See accompanying notes to unaudited consolidated financial statements
</TABLE>
<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  March 31, 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>
                                                       March 31, 1997       December 31, 1996
                                                    -------------------     ------------------- 
                                                      Book       Market      Book        Market
                                                      Value      Value       Value        Value
<S>                                                 <C>         <C>         <C>         <C>
United States Government and agency obligations     $ 2,250     $ 2,231     $ 2,341     $ 2,326
Mortgage-backed securities ....................       7,273       7,077       7,486       7,373
State and municipal obligations ...............         384         383         565         564
Other bonds and notes .........................       4,142       4,133       4,271       4,263
                                                    -------     -------     -------     -------
   Total securities held to maturity ..........     $14,049     $13,824     $14,663     $14,526
                                                    =======     =======     =======     =======
</TABLE>

Securities available for sale consist of the following:
<TABLE>
<CAPTION>
                                                       March 31, 1997       December 31, 1996
                                                    -------------------     ------------------- 
                                                      Book       Market      Book        Market
                                                      Value      Value       Value        Value
<S>                                                 <C>         <C>         <C>         <C>
United States Government and agency obligations     $6,201      $6,105       $5,700     $5,663
State and municipal obligations                        796         796          798        804
Other bonds and notes                                  748         746        1,494      1,501
Marketable equity securities                         1,112       1,114          112        114
                                                    ------      ------      -------     ------ 
   Total securities available for sale              $8,857      $8,761      $8,104      $8,082
                                                    ======      ======      =======     ======
</TABLE>
<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>
                                                      March 31,       December 31,
                                                        1997             1996
                                                     ---------        ---------
<S>                                                  <C>              <C>
Mortgage loans:
     Residential
          Fixed ..............................       $  18,630        $  18,407
          Adjustable .........................          63,112           61,316
     Residential construction ................          21,235           21,100
     Commercial ..............................          32,461           33,891
     Commercial construction .................           6,617            5,960
                                                     ---------        ---------
            Total principal balances .........         142,055          140,674
Less:
     Due borrowers on uncompleted loans
          Residential ........................          (6,312)          (6,743)
           Commercial ........................          (2,422)          (3,342)
     Deferred loan origination fees ..........            (516)            (517)
                                                     ---------        ---------
          Total mortgage loans ...............         132,805          130,072
Other loans:
     Commercial business .....................          11,597            8,534
      Second mortgage ........................           1,929            1,987
      Home equity ............................           1,293            1,542
      Passbook and stock secured .............             800              960
      Consumer ...............................           1,623            1,695
                                                     ---------        ---------
           Total other loans .................          17,242           14,718
Less: Allowance for possible loan losses .....          (2,417)          (2,365)
                                                     =========        =========
           Loans, net ........................       $ 147,630        $ 142,425
                                                     =========        =========
</TABLE>

The Federal  Home Loan Bank has a blanket  lien  covering  residential  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
the Bank  recognized  $13  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 possible loan losses is as
follows:
<TABLE>
<CAPTION>

                                                             Three Months Ended
                                                                  March 31,
                                                          ---------------------- 
                                                             1997           1996
                                                          -------        -------
<S>                                                       <C>            <C>
Balance at beginning of period ....................         2,365        $ 2,249
       Provisions .................................            37            -
       Recoveries .................................            17             96
       Realized losses charged to allowance .......            (2)           -
                                                          -------        -------
Balance at end of period ..........................       $ 2,417        $ 2,345
                                                          =======        =======
</TABLE>

The allowance for possible loan losses is allocated as follows:
<TABLE>
<CAPTION>

                                                           Three Months Ended
                                                               March 31,
                                                         ----------------------- 
                                                           1997             1996
                                                         ------           ------
<S>                                                      <C>              <C>
Residential mortgage loans ...................           $  526           $  532
Commercial real estate loans .................            1,223            1,207
Commercial loans .............................              193              165
All other loans ..............................              227              306
Unallocated ..................................              248              135
                                                         ------           ------
     Total ...................................           $2,417           $2,345
                                                         ======           ======
</TABLE>

Non-performing loans are summarized as follows:
<TABLE>
<CAPTION>

                                                             March 31,   December 31,
                                                               1997         1996
                                                               ----         ----
<S>                                                            <C>          <C>
Loans accounted for on a non-accrual basis
                                                               $  8         $ 10
Accruing loans 90 days past due ......................          413          433
Impaired 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>
                                                        March 31,      December 31,
                                                          1997             1996
                                                        --------        --------
<S>                                                     <C>             <C>
Demand (non-interest bearing) ..................        $  8,717        $  9,955
Savings:
     NOW .......................................          24,771          31,223
     Regular and 90-day notice accounts ........          12,925          13,779
     Money market deposit accounts .............          22,034          22,672
     Advance payments from mortgagors ..........             374             131
                                                        --------        --------
         Total savings .........................          60,104          67,805
                                                        --------        --------
Time certificates of deposit ...................          58,391          57,322
                                                        --------        --------
         Total deposits ........................        $127,212        $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 $4.2 million at March 31, 1997.

6.  Income Taxes

The effective  rate for the quarter  ended March 31, 1997 is 39%,  which is less
than the  statutory  rate of 42%  primarily  due to a reduction in the valuation
allowance and the status of N.B.  Securities,  Inc. as a Massachusetts  security
corporation.
<PAGE>
                    Home Port Bancorp, Inc. and Subsidiaries
           Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
                Unaudited Interim Information for March 31, 1997

                           Consolidated Balance Sheet 

Total assets of Home Port Bancorp,  Inc. (the "Company")  remained stable during
the first  quarter of 1997,  decreasing  only $.7  million to $189.2  million at
March 31, 1997 from $189.9  million at December  31,  1996.  For the  comparable
three month period in 1996, total assets decreased $.4 million to $166.9 million
from 167.3  million.  Major  balance  sheet  categories  are discussed in detail
below.

Net loans  outstanding  (including  loans held for sale) were $155.3  million at
March 31, 1997, an increase of $4.0 million, or 2.6%, from the $151.3 million at
December 31, 1996.  Loan sales totaled $5.0 million  during the first quarter of
1997 as compared to $10.0 million for the corresponding 1996 quarter.

Total  deposits  decreased by $7.9 million,  or 6.2%, to $127.2 million at March
31, 1997 from $135.1 million at December 31, 1996. The Bank usually  experiences
a seasonal decrease in deposits during the winter months and deposits  decreased
during the first  quarter in the  previous two years.  The seasonal  trend is in
line with management's expectations.

Borrowed  funds,  consisting of Federal Home Loan Bank  advances,  totaled $39.2
million at March 31,  1997,  an increase of $6.9  million  from the December 31,
1996 total of $32.3  million.  These  borrowings  were used to fund loan  growth
during seasonal periods of deposit decline.

Total stockholders'  equity increased by $370 thousand to $20.5 million at March
31, 1997 from $20.1  million at December 31, 1996.  This  increase  reflects net
income of $782 thousand less cash dividends  declared of $368 thousand and a $57
thousand unrealized loss on securities available for sale.


                              Results of Operations 

For the quarter  ended March 31, 1997,  the Company  reported net income of $782
thousand or $0.42 per share compared to net income of $706 thousand or $0.38 per
share for the quarter ended March 31, 1996.

The  increase in net income is  attributable  to an increase in net interest and
dividend  income,  before  provision for loan losses,  of $266 thousand or 14.2%
compared to the prior year  quarter.  The net  interest  margin and net interest
spread  were  4.74%  and  4.11%,  respectively,  for the first  quarter  of 1997
compared to 4.66% and 4.04% for the same period in 1996.  This  increase was due
to the growth in average loans and deposits combined with lower costs of funds.

Offsetting the increased net interest income were provisions for loan losses and
increases in non-interest  expense. A $37 thousand provision for loan losses was
recorded for the quarter ended March 31, 1997; no provision was made in the 1996
quarter.  Non-interest expenses increased by $101 thousand compared to the first
quarter  1996 due to  increases in both  salaries  and  employee  benefits,  and
building and equipment  expenses.  These increases in  non-interest  expense are
proportional  to the Bank's  asset  growth and the Bank's  efficiency  ratio has
improved to 44.05% for the quarter ended March 31, 1997 from 44.89% for the same
period 1996.
<PAGE>
                    Home Port Bancorp, Inc. and Subsidiaries
           Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
                Unaudited Interim Information for March 31, 1997

Return on Equity

Return on average  equity has increased to an annualized  rate of 15.45% for the
first quarter of 1997 from 15.24% for the same period in 1996. This  improvement
is attributable to higher earnings offset by a higher capital base.

Provision for Loan Losses

The  allowance  for loan losses at March 31,  1997 was $2.4  million or 1.53% of
total loans compared to $2.4 million,  or 1.54% of total loans,  at December 31,
1996. During the quarter ending March 31, 1997 the Bank recorded a provision for
loan losses of $37  thousand.  This is  consistent  with  management's  strategy
undertaken  in 1996 to provide  additional  reserves  in relation to the growing
loan portfolio.  The Bank also had recoveries of $17 thousand and charge-offs of
$2 thousand  during the first  quarter.  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.

Non-performing Loans and Other Real Estate Owned

The  Bank's  non-performing  loans  totaled  $421  thousand  at March  31,  1997
consisting  of a $413  thousand  past  due  accruing  loan  and $8  thousand  of
non-accruing  loans.  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. The accruing
non-performing  loan is a first mortgage loan on commercial  real estate.  As of
March 31, 1997, other real estate owned is $61 thousand; unchanged from December
31,  1996.  The Bank had no loans which were  considered  "impaired"  within the
meaning of Statement of Financial Accounting Standards ("SFAS" ) No. 114 and 118
at either March 31, 1997 or December 31, 1996.

At March 31, 1997 management has identified  $936 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 its 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 approximately  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.
<PAGE>
                    Home Port Bancorp, Inc. and Subsidiaries
           Management's Discussion and Analysis of Financial Condition
                           and Results of Operations
                Unaudited Interim Information for March 31, 1997

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 March 31, 1997 and December  31, 1996 the  Company's  and the Bank's  capital
ratios were in excess of regulatory requirements.
<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 dividend of $.20 per common  share was  declared on February
                  4, 1997.  The cash  dividend  was paid on February 28, 1997 to
                  shareholders of record as of February 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  March 31, 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:  May 12, 1997                  By: /s/ William P. Hourihan, Jr.
                                         ---------------------------- 
                                         William P. Hourihan, Vice President


Date:  May 12, 1997                  By: /s/ John M. Sweeney
                                         ----------------------- 
                                         John M. Sweeney, Treasurer
                                         (Chief Financial & Accounting Officer)

<TABLE> <S> <C>

<ARTICLE> 9
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                           4,996
<INT-BEARING-DEPOSITS>                              37
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                      8,761
<INVESTMENTS-CARRYING>                          14,049
<INVESTMENTS-MARKET>                            13,824
<LOANS>                                        150,047
<ALLOWANCE>                                      2,417
<TOTAL-ASSETS>                                 189,204
<DEPOSITS>                                     127,212
<SHORT-TERM>                                    39,237
<LIABILITIES-OTHER>                              2,282
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                            23
<OTHER-SE>                                      20,450
<TOTAL-LIABILITIES-AND-EQUITY>                 189,204
<INTEREST-LOAN>                                  3,418
<INTEREST-INVEST>                                  370
<INTEREST-OTHER>                                     0
<INTEREST-TOTAL>                                 3,788
<INTEREST-DEPOSIT>                               1,092
<INTEREST-EXPENSE>                               1,644
<INTEREST-INCOME-NET>                            2,144
<LOAN-LOSSES>                                       37
<SECURITIES-GAINS>                                   1
<EXPENSE-OTHER>                                  1,041
<INCOME-PRETAX>                                  1,289
<INCOME-PRE-EXTRAORDINARY>                       1,289
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       782
<EPS-PRIMARY>                                      .42
<EPS-DILUTED>                                      .42
<YIELD-ACTUAL>                                    4.74
<LOANS-NON>                                          8
<LOANS-PAST>                                       413
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                    936
<ALLOWANCE-OPEN>                                 2,365
<CHARGE-OFFS>                                        2
<RECOVERIES>                                        17
<ALLOWANCE-CLOSE>                                2,417
<ALLOWANCE-DOMESTIC>                             2,417
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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