UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ---------------------------------- FORM 10-Q (Mark One) ( x ) Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Period Ended September 30, 1997. ( ) Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Transition Period from ___ to ___. Commission File Number: 0-18284 ------- HOMECORP, INC. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) Delaware 36-3680814 - ------------------------------- ---------------------------- (State of Other Jurisdiction of I.R.S. Employer Incorporation or Organization) Identification Number 1107 East State Street, Rockford, IL 61104-2259 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (ZIP Code) 815-987-2200 - -------------------------------------------------------------------------------- (Issuer's Telephone Number, including Area Code) Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No ----- ----- As of September 30, 1997 there were 1,707,527 issued and outstanding shares of the Issuer's Common Stock. HOMECORP, INC. AND SUBSIDIARY INDEX Page Part I. Financial Information Item 1. Financial Statements Balance Sheets as of September 30, 1997 (unaudited) and December 31, 1996 1 Statements of Earnings (unaudited) for the three and nine months ended September 30, 1997 and 1996 2 Statements of Cash Flows (unaudited) for the three and nine months ended September 30, 1997 and 1996 3 Notes to Consolidated Financial Statements 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation 6 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K 14 Signatures CONSOLIDATED BALANCE SHEETS (UNAUDITED) HOMECORP, INC. (IN THOUSANDS) AND SUBSIDIARY - ------------------------------------------------------------------------------------------------------------------------------------ September 30, December 31, 1997 1996 ------------- ------------ ASSETS: Cash and cash equivalents: Cash and non-interest bearing deposits $ 11,648 $ 13,959 Interest bearing deposits 178 181 Federal funds sold - - Total cash and cash equivalents 11,826 14,140 Securities available for sale, at fair value 11,729 12,497 Investment securities (approximate market value of $5,385 in 1997 and $5,471 in 1996) 5,501 5,502 Mortgage-backed securities (approximate market value of $16,183 in 1997 and $18,577 in 1996) 16,342 18,859 Federal Home Loan Bank Stock, at cost 1,637 2,079 Loans receivable, net 261,917 259,140 Loans held for sale 2,190 1,872 Real estate acquired in settlement of loans 5,288 9,648 Investment in real estate developments 3,738 5,095 Premises and equipment 3,604 3,869 Other assets, principally accrued interest 3,105 3,123 - ------------------------------------------------------------------------------------------------------------------------------------ Total Assets $326,877 $335,824 - ------------------------------------------------------------------------------------------------------------------------------------ LIABILITIES: Deposits $299,148 $311,754 Borrowed funds 2,400 - Advance payments by borrowers for taxes and insurance 526 1,330 Other liabilities 2,481 1,882 - ------------------------------------------------------------------------------------------------------------------------------------ Total Liabilities $304,555 $314,966 - ------------------------------------------------------------------------------------------------------------------------------------ SHAREHOLDERS' EQUITY: Preferred stock-Par Value $0.1; 1,000,000 share authorized; none outstanding - - Common stock-Par Value $.01; 5,000,000 shares authorized; 1,707,527 and 1,128,779 shares issued and outstanding for 1997 and 1996. 17 11 Paid-in capital 6,610 6,493 Retained earnings 15,674 14,332 Unrealized gain on securities available for sale net of taxes 21 22 - ------------------------------------------------------------------------------------------------------------------------------------ Total Shareholders' Equity $ 22,322 $20,858 - ------------------------------------------------------------------------------------------------------------------------------------ Total Liabilities and Shareholders' Equity $326,877 $335,824 - ------------------------------------------------------------------------------------------------------------------------------------ CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) HOMECORP, INC. (IN THOUSANDS, EXCEPT PER SHARE DATA) AND SUBSIDIARY - ------------------------------------------------------------------------------------------ Three Months Ended Nine Months Ended September 30, September 30, 1997 1996 1997 1996 ---- ---- ---- ---- INTEREST INCOME: Loans receivable $ 5,548 $ 5,524 $16,220 $16,172 Mortgage-backed securities 249 297 799 946 Securities available for sale 177 187 585 486 Investment securities and other 131 126 541 569 - ------------------------------------------------------------------------------------------ Total interest income 6,105 6,134 18,145 18,173 - ------------------------------------------------------------------------------------------ INTEREST EXPENSE: Deposits 3,657 3,678 10,878 11,032 Borrowed Funds 12 74 15 74 - ------------------------------------------------------------------------------------------ Total interest expense 3,669 3,752 10,893 11,106 - ------------------------------------------------------------------------------------------ Net interest income 2,436 2,382 7,252 7,067 Provision for loan losses 80 175 220 395 - ------------------------------------------------------------------------------------------ Net interest income after provision for loan losses 2,356 2,207 7,032 6,672 - ------------------------------------------------------------------------------------------ NON-INTEREST INCOME: Fees and service charges 481 436 1,416 1,252 Gain (loss) on sale of: Loans receivable 139 181 303 729 Securities available for sale - - (9) - Income from real estate developments 272 388 1,021 375 Operations of real estate owned 120 120 361 351 Other 21 22 142 106 - ------------------------------------------------------------------------------------------ Total non-interest income 1,033 1,147 3,234 2,813 - ------------------------------------------------------------------------------------------ NON-INTEREST EXPENSE: Compensation and benefits 1,436 1,264 4,111 3,773 Office occupancy and equipment 311 305 959 923 Data processing 223 232 644 673 Federal deposit insurance premium 126 228 339 634 SAIF special assessment - 2,043 - 2,043 Other 517 539 1,536 1,434 Provision for loss on foreclosed real estate - - 505 - - ------------------------------------------------------------------------------------------ Total non-interest expense 2,613 4,611 8,094 9,480 - ------------------------------------------------------------------------------------------ Income before income taxes 776 (1,257) 2,172 5 Income taxes 295 (501) 830 (5) - ------------------------------------------------------------------------------------------ Net income $ 481 $ (756) $ 1,342 $ 10 - ------------------------------------------------------------------------------------------ Earnings per common and common equivalent share $ 0.26 $ (0.42) $ 0.74 $ 0.01 ======= ======= ======= ======= CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED) HOMECORP, INC. (IN THOUSANDS) AND SUBSIDIARY - ---------------------------------------------------------------------------------------- Nine Months Ended September 30, 1997 1996 ---- ---- Cash flows from operating activities: Net income $ 1,342 $ 10 Adjustment to reconcile net income to net cash (used in) operating activities: Amortization of: Premiums and discounts on loans, and mortgage-backed and investment securities 48 109 Net (income)/loss from real estate developments (1,021) (375) Provision for loan losses 220 395 Provision for loss on foreclosed real estate 505 - Net (gain) loss on sale of: Loans receivable (303) (729) Securities available for sale 9 - Depreciation and amortization of premises and equipment 331 347 Decrease (Increase) in loans held for sale (317) 3,148 Increase (Decrease) in cash flows due to changes in: Accrued interest and other assets 18 (454) Accrual for SAIF Special Assessment - 2,043 Deferred taxes and other liabilities 599 (46) Total adjustments 89 4,438 Net cash provided by (used in) operating activities 1,431 4,448 Cash flows from investing activities: Loan originations, net of principal payments on loans (1,396) (4,196) Purchases of: Loan participations (3,304) (5,202) Securities available for sale (6,526) (6,997) Investment securities (2,000) (1,500) Certificates of deposit - (7,000) Premises and equipment (66) (147) Investment in foreclosed real estate 25 (24) Investment in real estate developments (312) (977) Principal payments on mortgage-backed securities 2,446 4,688 Principal repayments of securities available for sale 771 1,086 Proceeds from sales of: Securities available for sale 2,506 - Real estate developments - 67 Foreclosed real estate 4,382 61 Proceeds from maturities of: Certificates of deposit - 7,000 Investment securities 2,000 2,500 Securities available for sale 4,000 1,986 Redemption of investments required by law 442 172 Distributions of income on real estate partnerships 2,690 147 Net cash provided by investing activities 5,658 (8,336) Cash flows from financing activities: Net increase (decrease) in borrowings 2,400 8,300 Net increase (decrease) in deposits (12,607) (6,473) Net increase (decrease) in advance payments by borrowers for taxes and insurance 804 (1,402) Net cash used in financing activities (9,403) 425 Net increase (decrease) in cash and cash equivalents (2,314) (3,463) Cash and cash equivalents at beginning of year 14,140 10,412 Cash and cash equivalents at end of year 11,826 6,949 Supplemental Cash and disclosures of cash flow information payment during the period for: Interest 10,795 10,873 Taxes 256 240 HOMECORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) MANAGEMENT'S STATEMENT In the opinion of management the accompanying unaudited financial statements contain all adjustments (all of which are normal and recurring in nature) necessary to present fairly the financial position of HomeCorp, Inc. and Subsidiary (the Company) at September 30, 1997 and December 31, 1996 and the results of operations and cash flows for the nine month periods ended September, 1997 and 1996. The Notes to the Consolidated Financial Statements which are contained in the 1996 Annual Report to Shareholders and incorporated by reference into the 1996 Form 10-K should be read in conjunction with these Consolidated Financial Statements. (2) SUBSEQUENT EVENT HomeCorp entered into a merger agreement with Mercantile Bancorporation of St. Louis, Missouri on October 29, 1997. The merger is structured as a tax-free exchange with HomeCorp shareholders receiving .4968 shares of Mercantile common stock for each share of HomeCorp common stock. The merger is subject to certain conditions including approval of HomeCorp shareholders and all appropriate regulatory authorities. (3) LOANS RECEIVABLE Following is a summary of loans receivable for the dates indicated: Sept. 30, Dec. 31, (In Thousands) 1997 1996 --------- --------- Conventional first mortgage loans $162,590 $168,848 Short-term construction and land loans 17,226 15,243 Commercial business loans 8,502 6,243 Auto and boat loans 54,946 53,325 Home equity and improvement loans 25,104 21,168 Other consumer loans 1,062 1,298 -------- -------- Total loans receivable, gross $269,430 $266,125 Less: Loans in process 6,158 5,639 Deferred loan origination costs (434) (446) Unearned discount, principally on loans purchased 171 210 Allowance for possible loan losses 1,618 1,582 -------- -------- Total loans receivable net $261,917 $259,140 ======== ======== Adjustable rate loans totaled $109.2 million and $100.9 million at September 30, 1997 and December 31, 1996, respectively. The Bank serviced first mortgage loans for other institutions approximating $164.0 million and $162.9 million at September 30, 1997 and December 31, 1996, respectively. The following summarizes activity in the allowance for loan losses for the three month periods indicated: Three Months Ended Nine Months Ended Sept. 30, Sept. 30, Sept. 30, Sept. 30, (In Thousands) 1997 1996 1997 1996 ------ ------ ------ -------- Balance at beginning of period $1,580 $1,365 $1,582 $1,175 Charge-offs (44) (89) (194) (122) Recoveries 2 1 10 4 Provision for possible loan losses 80 175 220 395 ------ ------ ------ ------ Balance at end of period $1,618 $1,452 $1,618 $1,452 ====== ====== ====== ====== Total impaired loans at September 30, 1997 were $1.8 million, all of which were in non-accrual status. In addition to residential and commercial mortgage loans and consumer loans 90 days or more delinquent at September 30, 1997, which totaled $347,000, two participating interests totaling $1.4 million were greater than ninety days delinquent. The participating interests represent interests in loans to a single borrower and are secured by multi-family properties located in Southern Wisconsin. The underlying borrower sold the properties on contract to an individual that ultimately declared bankruptcy. The properties have been cleared from the bankruptcy proceedings and the original borrower is completing a plan to return the loans to current status. A total of $73,000 in interest income was recognized during the first nine months of 1997 on impaired loans. A total of $63,000 was recognized on the two delinquent participations discussed above. An additional $85,000 of interest income would have been recognized had the nonaccruing impaired loans remained current. The average recorded investment in impaired loans during the nine months ended September 30, 1997 was approximately $2.4 million. The Bank has no restructured loans at September 30, 1997. (4) EARNINGS PER SHARE The Company's outstanding common shares have been adjusted for all periods presented to reflect the impact of the three-for-two stock split declared by the Board of Directors on April 22, 1997. Earnings per share for the three and nine months ended September 30, 1997 were computed by dividing net income by 1,803,275 and 1,800,640, the average number of common and common equivalent shares (using the treasury share method) outstanding, respectively. The Company's equivalent shares consist entirely of common stock options. Earnings per share for the three and nine months ended September 30, 1996 were computed by dividing net income by 1,763,308 and 1,761,700, the weighted average number of shares outstanding during the respective periods as adjusted for the dilutive effect of common stock options. (5) NEW ACCOUNTING PRONOUNCEMENT In February 1997, the Financial Accounting Standards Board issued Statement No. 128, "Earnings Per Share", which is required to be adopted on December 31, 1997. At that time, the Company will be required to change the method currently used to compute earnings per share and to restate all prior periods. Under the new requirements for calculating primary earnings per share, the dilutive effect of stock options will be excluded. The impact is expected to result in an increase in primary earnings per share for the three and nine months ended September 30, 1997 of $.02 and $.05, respectively. The impact is expected to result in an increase in primary loss per share of $.03 for the three months ended September 30, 1996. There is no expected impact upon the earnings per share for the nine months ended September 30, 1996. The impact of Statement 128 on the calculation of fully diluted earnings per share for these quarters is not expected to be material. (6) FINANCIAL DATA SCHEDULE Prior period financial data schedules have not been restated to reflect the impact of the Company's three-for-two stock split declared by the Board of Directors on April 22, 1997. HOMECORP, INC. AND SUBSIDIARY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION FORWARD-LOOKING STATEMENTS When used in this Form 10-Q and in future filings by the Company with the Securities and Exchange Commission, in the Company's press releases or other public or shareholder communications, and in oral statements made with the approval of an authorized executive officer, the words or phrases "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties, that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company wishes to advise readers that the factors listed below could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not undertake -- and specifically declines any obligation -- to publicly release the result of any revisions which may be made to any forward- looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. FINANCIAL CONDITION The Company's September 30, 1997 balance sheet reflects the continuing focus upon community banking. The consumer loan portfolio increased $5.3 million, or 7% during the first nine months of 1997 while the commercial business loan portfolio increased $2.3 million, or 36%. Consumer growth was largely due to increased equity lines of credit. The Bank has specifically promoted line usage to current customers as well as the origination of new lines. The Bank's indirect automobile loan portfolio increased approximately 1% during 1997. The reduced growth rate as compared to prior years is the result of increased principal repayments as the portfolio has seasoned as well as lower origination volumes which, it is believed, are the result of generally lower automobile sales in the Bank's market area. Growth was also generated in home equity and improvement loans, a result of targeted loan promotions during the first half of 1997. The Bank's involvement with the business community continues to provide steady growth in the commercial loan portfolio. Relationships established through business lending generally result in the Bank providing additional services as well, such as checking and related services. The mortgage loan portfolio decreased $4.8 million, or 3% during the first nine months of 1997. Two participations totaling $3.6 million were repaid during 1997. Included with mortgage loans is the Bank's construction portfolio, which increased $952,000 in net outstanding balance during the nine months ended September 30, 1997. The Bank continues to sell all fixed interest rate one to- four family mortgage loans originated as well as certain adjustable rate loans. Investment in real estate developments decreased $1.4 million during the first nine months of 1997 due to one real estate partnership distributing $2.5 million in undistributed earnings to the Bank's subsidiary during the third quarter. This partnership, containing developed residential and commercial land, represented the entire investment in real estate at September 30, 1997. The Company sold its interest in two real estate development partnerships during 1997 at a small gain. The partnerships each contained a single developed commercial lot. Investment in foreclosed real estate decreased $4.4 million to $5.3 million due to the third quarter sale of a parcel of land located in Michigan. A provision for loss had been recognized for this parcel prior to third quarter. Deposits of the Bank declined between September 30, 1997 and December 31, 1996. Declines were noted in most deposit areas and maturities except for short term certificates of deposit which increased $1.7 million. The Bank continues to focus upon the generation of what are considered core banking relationships. The Bank's suit in the United States Court of Federal Claims against the United States for breach of contract with regard to the utilization as capital of the supervisory goodwill, which was created when the Bank acquired failing institutions in the 1980's, has been stayed pending the outcome of an appeal in another case that was heard by the U.S. Supreme Court. While the Supreme Court ruled favorably on the issue in the other case, the Company's suit has yet to be heard. RESULTS OF OPERATIONS The following table presents, for the periods indicated, the yields on average interest-earning assets as well as the cost of average interest-bearing liabilities. The table does not reflect the impact of income taxes. All averages are monthly average balances. Three Months Ended Nine Months Ended September 30, September 30, 1997 1996 1997 1996 ---- ---- ---- ---- Mortgage loans 8.36% 8.04% 8.26% 7.95% Consumer loans 8.28 8.38 8.16 8.28 Commercial loans 9.65 9.32 9.40 9.33 Other earning assets 6.04 5.89 6.04 5.79 ---- ---- ---- ---- Total interest-earning assets 8.09 7.85 7.95 7.72 ---- ---- ---- ---- Deposits 4.96 4.86 4.86 4.83 Borrowings 5.44 5.64 5.48 5.64 ---- ---- ---- ---- 4.96 4.88 4.86 4.83 ---- ---- ---- ---- Interest rate spread 3.13% 2.97% 3.09% 2.89% ==== ==== ==== ==== Net interest rate margin 3.23% 3.05% 3.18% 3.00% ==== ==== ==== ==== THREE MONTHS ENDED SEPTEMBER 30, 1997 VS 1996: Net income totaled $481,000 during the third quarter of 1997. The third quarter of 1996 included a $2.0 million charge for the recapitalization of the Federal Deposit Insurance Corporation (FDIC) Savings Association Insurance Fund (SAIF). This charge, representing $1.2 million net of income taxes resulted in a loss of $756,000 during third quarter 1996. Net Interest Income - ------------------- The Company's net interest margin increased to 3.23% during the third quarter of 1997 from 3.05% during third quarter 1996. The asset yield increased to 8.09% from 7.85% while the Company's cost of funds increased to 4.96% from 4.88%. The increased asset yield resulted from consumer loan portfolio growth and increased yields in the mortgage and commercial loan portfolios. Consumer originations continued to provide portfolio growth, while the equity line of credit portfolio provided an asset capable of immediately responding to changes in interest rates. The mortgage portfolio contains six month adjustable ARMS and construction loans which are both responsive to interest rate changes. The increased yield from the commercial loan portfolio was the result of higher yielding originations. The increase in cost of funds is primarily the result of repricing of savings deposits, a decrease in core deposits, and competition in the Bank's market area for certificates of deposit. Non-Interest Income - ------------------- Loan fees and service charges increased $44,000, or 10% in the third quarter of 1997 as compared to third quarter 1996. The improvement was primarily increased service charges due to the emphasis upon the Bank's core deposit base. Core deposits, such as checking and savings accounts tend to generate more fee income than time deposits. Income from real estate development decreased to $272,000 for the three months ended September 30, 1997 from $388,000 during 1996. The 1997 income is due primarily to the sale of commercial lots from one development partnership in which the company is a partner. The remaining development partnership contains both single-family and commercial lots. Net gains from the sale of mortgage loans and mortgage-backed and investment securities declined to $139,000 for the third quarter of 1997 from $181,000 during the third quarter of 1996. There were fewer loans originated and sold during 1997. This was due in large part to a general slowing of real estate sales in the Bank's primary market area. The Bank has recently initiated plans, both through the addition of personnel and expansion of residential loan products offered, to increase mortgage originations and sales. Mortgage loans originated for sale increased $1.5 million, or 20%, during the third quarter compared to second quarter. Provisions for Loan Losses - -------------------------- A provision of $80,000 was recorded for loan losses during the three months ended September 30, 1997 as compared to $175,000 during the three months ended September 30, 1996. The reduction is based upon management's regular analysis of the adequacy of the loan loss allowance. This analysis considers current impaired loans, overall delinquencies, loss histories and general economic information. Non-Interest Expenses - --------------------- Operating expenses excluding the one-time SAIF assessment increased by approximately 2% during third quarter 1997 from third quarter 1996. Deposit premiums paid to the Federal Deposit Insurance Corporation declined $103,000 during the third quarter of 1997 from the third quarter of 1996 as a result of the recapitalization of the SAIF Fund. This reduction was offset by increases in compensation and benefits, which increased due to general compensation increases and additional personnel in the lending area. NINE MONTHS ENDED SEPTEMBER 30, 1997 VS 1996: The Company generated $1.3 million in net income during the nine months ended September 30, 1997, representing an approximate 6% increase from the 1996 nine month income excluding the net impact of the SAIF assessment. The more significant improvements between periods were noted in income from real estate development and net interest income. These improvements were partially offset by a provision for losses on real estate owned of $505,000 and a reduction in gains from the sale of mortgage loans, investments, and mortgage-backed securities of $145,000. Net Interest Income - ------------------- Net interest income totaled $7.3 million for the first nine months of 1997, an increase of 3% from $7.1 million in the prior year. The Company's net interest margin increased to 3.18% from 3.00%. The asset yield increased to 7.95% from 7.72% while the Company's cost of funds remained virtually unchanged, increasing to 4.86% from 4.83%. The increased asset yield resulted from consumer loan portfolio growth and increased yields in the mortgage and mortgage-backed securities portfolios. The increased yield from the mortgage-backed securities portfolio was the result of repricing adjustable rate securities and a general slowing of repayment activity earlier in the year. Repayments increased during the third quarter of 1997 and management anticipates these repayments to negatively impact mortgage-backed securities yields during the fourth quarter of 1997. No mortgage-backed securities were purchased during 1997 or 1996. The increase in cost of funds is primarily the result of repricing of savings deposits. Non-Interest Income - ------------------- Income from real estate development increased to $1.0 million for the nine months ended September 30, 1997 from $375,000 during 1996. The 1997 income is due primarily to the sale of two commercial lots from one of the Company's development partnerships and the sale of the Company's interest in two development partnerships, each of which contained a single commercial lot. Loan fees and service charges increased $164,000, or 13% during 1997 as compared to 1996. The improvement was primarily due to increased service charges related primarily to the Bank's core deposit accounts. Net gains from the sale of mortgage loans and mortgage-backed and investment securities declined to $294,000 in the first nine months of 1997 as compared to $729,000 during the first nine months of 1996. The reduction in gains was the result of lower sales volume of residential mortgage loans. Provisions for Loan and REO Losses - ---------------------------------- A provision of $505,000 was recorded during the first nine months of 1997 for possible future losses related to foreclosed real estate. The provision relates to the two largest properties in foreclosed property, one of which was sold during the third quarter of 1997. A loan loss provision of $220,000 was recorded during the first nine months of 1997. This compares to a provision of $395,000 recorded during the same period of 1996. The reduction is the result of management's ongoing analysis of the adequacy of the Bank's loan loss allowance. Non-Interest Expenses - --------------------- The 1996 expenses contained a one-time charge of $2.0 million to recapitalize the SAIF Fund. Operating expenses remained relatively stable, increasing by $152,000 or 2% in the first nine months of 1997 compared to the first nine months of 1996. Deposit premiums paid to the Federal Deposit Insurance Corporation declined $295,000 or 47% during the first nine months of 1997 from the first nine months of 1996 as a result of the recapitalization of the Savings Insurance Fund in late 1996. This reduction was offset by increases in compensation and benefits, which increased $339,000 between the first nine months of 1997 and 1996 due to general compensation increases and additional personnel in the lending area. Other expense increased $102,000 primarily due to legal costs incurred in the Bank's lawsuit involving the parcel of foreclosed real estate in Michigan. LIQUIDITY AND CAPITAL RESOURCES Liquidity is generally regarded as the ability to generate sufficient cash flow to meet all present and future funding commitments. The Bank's primary sources of funds, or liquidity, are deposits, amortization and prepayment of loan principal (including mortgage-backed and certain investment securities) operations and to a lesser extent, maturities of investment securities and the sale of available for sale securities. The Bank's liquidity, represented by cash and cash equivalents, is a product of its operating activities, investing activities, and financing activities. Operating activities, consisting of net income adjusted for non cash activity, generated or provided $1.4 million in cash during first nine months of 1997. This compares to cash to $4.4 million provided during first nine months of 1996. The primary difference between periods is the change in the held for sale portfolio. The portfolio increased, requiring $317,000 in cash during 1997 while it decreased or provided cash of $3.1 million during 1996. Investing activities provided $5.7 million in cash during 1997 and used $8.3 million in 1996. Loan originations for the portfolio net of principal repayments used $1.4 million during the first nine months of 1997 and $4.2 million during 1996. Loan originations decreased slightly in 1997 from the prior year while repayments increased. Given the general level of interest rates at September 30, 1997, management anticipates the repayments may continue above prior year levels through the remainder of 1997. A total of $2.5 million in available for sale securities were sold during 1997. There were no such sales during 1996. The 1997 sales consisted primarily of a $2.0 million U. S. Treasury that was within 30 days of maturity. A total of $4.4 million was received through the sale of real estate owned. The total consists primarily of the sale of a parcel of land in Michigan for $3.7 million. A total of $2.5 million was received from a real estate partnership in which the Company is a general partner. The amount represents a distribution of accumulated earnings of the partnership. Financing activities used $9.4 million in cash during 1997, primarily due to a $12.6 million decline in deposits. Financing activities for the first nine months of 1996 provided $425,000 in cash, largely due to $8.3 million in increased borrowings. Management believes the certificate of deposit pricing of the Bank is reasonable and competitive. The Bank did not attempt to match the higher rates offered on intermediate and longer term certificates of deposits available in the marketplace and did experience a decline in these certificate of deposit classes. Deposit pricing is reviewed continually in light of market movements and the Bank's demand for funding sources. The Bank had $2.4 million in short term borrowings at September 30, 1997. Management utilizes short term borrowings, such as overnight federal funds line and Federal Home Loan Bank open advance line for short term financing needs. There have been no material changes in the Company's interest rate position since December 31, 1996. Other types of market risk, such as foreign currency exchange risk and commodity price risk do not arise in the normal course of the Company's business. HOMECORP, INC. AND SUBSIDIARY PART II. OTHER INFORMATION - --------------------------- ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Index to Exhibits (11) Statement regarding computation of earnings per share (included in Note 4) (27) Financial Data Schedule (attached) (b) Reports on Form 8-K HomeCorp filed the following form 8-K during the quarter ended September 30, 1997. July 23, 1997 - The registrant issued a release announcing the results of operations for the second quarter of 1997 and financial position as of June 30, 1997. HOMECORP, INC. AND SUBSIDIARY SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HOMECORP, INC. -------------- (Registrant) Date: November 12, 1997 /s/ C. Steven Sjogren ------------------------ ------------------------ C. Steven Sjogren President Chief Executive Officer Date: November 12, 1997 /s/ John R. Perkins ------------------------ ------------------------- John R. Perkins Executive Vice President Chief Financial Officer Date: November 12, 1997 /s/ Dirk J. Meminger ------------------------ ------------------------- Dirk J. Meminger Treasurer Chief Accounting Officer