1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (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, 1996 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 0-19829 CALUMET BANCORP, INC. (Exact name of registrant as specified in its charter) DELAWARE 36-3785272 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 1350 EAST SIBLEY BOULEVARD, DOLTON, ILLINOIS 60419 (Address of principal executive offices) (Zip Code) (708) 841-9010 (Registrant's telephone number, including area code) Indicate by check mark whether Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 November 8, 1996, the Company has 2,377,078 shares of $0.01 par value common stock issued and outstanding. 2 PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS PAGE NO. Consolidated Statements of Financial Condition as of September 30, 1996 and December 31, 1995 3 Consolidated Statements of Income for the three months ended September 30, 1996 and 1995, and for the nine months ended September 30, 1996 and 1995 4 Consolidated Statements of Cash Flows for the nine months ended September 30, 1996 and 1995 5 Consolidated Statements of Stockholders' Equity for the nine months ended September 30, 1996 and 1995 7 Notes to Consolidated Financial Statements 8 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 9 PART II - OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS 14 ITEM 2 - CHANGES IN SECURITIES 14 ITEM 3 - DEFAULT UPON SENIOR SECURITIES 14 ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 14 ITEM 5 - OTHER INFORMATION 14 ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K 14 SIGNATURE PAGE 16 2 3 CALUMET BANCORP, INC. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Dollars in thousands) (Unaudited) September 30, December 31, 1996 1995 -------- -------- Assets: Cash $ 3,156 $ 2,616 Interest-bearing deposits 7,412 6,041 -------- -------- CASH AND CASH EQUIVALENTS 10,568 8,657 Investment securities available-for-sale 57,746 68,153 Investment securities held-to-maturity 28,304 32,620 Loans receivable, net 370,861 375,467 Investment in limited partnerships 17,110 16,226 Real estate held for sale, acquired through foreclosure 1,890 2,483 Office properties and equipment, net 4,291 4,267 Other assets 2,009 1,655 -------- -------- TOTAL ASSETS $492,779 $509,528 ======== ======== Liabilities: Deposits $368,332 $362,922 Federal Home Loan Bank advances 36,850 55,140 Advance payments by borrowers for taxes and insurance 1,834 3,058 Income taxes -- 529 Miscellaneous liabilities 6,180 3,769 -------- -------- TOTAL LIABILITIES 413,196 425,418 Stockholders' Equity: Preferred stock, $.01 par value, 2,000,000 shares authorized -- -- Common stock, $.01 par value, 4,200,000 shares authorized 3,614,341 and 3,599,372 shares issued and outstanding 36 36 Additional paid-in-capital 35,071 34,665 Retained earnings - substantially restricted 72,128 68,418 Net unrealized gains (losses) on securities available-for-sale, net of income tax (expense) benefit of $26 and $(217) (59) 423 Less: Unearned ESOP shares (990) (1,414) Stock held for management recognition plan (171) (273) Treasury stock (1,237,313 and 926,494 shares) (26,432) (17,745) -------- -------- TOTAL STOCKHOLDERS' EQUITY 79,583 84,110 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $492,779 $509,528 ======== ======== 3 4 CALUMET BANCORP, INC. CONSOLIDATED STATEMENTS OF INCOME (Dollars in thousands, except per share data) (Unaudited) Three months ended Nine months ended September 30 September 30 1996 1995 1996 1995 -------------------- ------------------- -------------------- ------------------- Interest Income: Loans $8,076 $7,877 $24,552 $23,858 Investment securities 1,540 1,761 4,698 5,148 -------------------- ------------------- -------------------- ------------------- Total interest income 9,616 9,638 29,250 29,006 Interest Expense: Deposits 4,606 4,533 13,749 12,385 Federal Home Loan Bank advances 621 718 1,955 2,416 -------------------- ------------------- -------------------- ------------------- Total interest expense 5,227 5,251 15,704 14,801 -------------------- ------------------- -------------------- ------------------- Net interest income 4,389 4,387 13,546 14,205 Provision for losses on loans 200 200 600 600 -------------------- ------------------- -------------------- ------------------- Net interest income after provision for losses on loans 4,189 4,187 12,946 13,605 Other Income: Fees on loans sold 77 58 182 297 Loss on sale of real estate (62) (27) (4) (183) Gain (loss) on sale of securities (15) (4) 5 (83) Income from limited partnerships 174 147 1,228 185 Insurance commissions 29 60 139 190 Other 438 165 741 530 -------------------- ------------------- -------------------- ------------------- Total other income 641 399 2,291 936 Other Expenses: Compensation 1,179 1,199 4,065 4,033 Occupancy 319 305 966 949 Federal insurance premiums 2,528 203 2,951 608 Other general and administrative 646 622 1,895 2,075 -------------------- ------------------- -------------------- ------------------- Total other expenses 4,672 2,329 9,877 7,665 -------------------- ------------------- -------------------- ------------------- Income before income taxes 158 2,257 5,360 6,876 Income taxes (49) 404 1,650 2,133 -------------------- ------------------- -------------------- ------------------- Net income $207 $1,853 $3,710 $4,743 ==================== =================== ==================== =================== Earnings per share $0.08 $0.63 $1.39 $1.62 ==================== =================== ==================== =================== 4 5 CALUMET BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) (Unaudited) Nine months ended September 30 1996 1995 ------------------- ------------------- Operating Activities: Net income $3,710 $4,743 Adjustments to reconcile net income to net cash provided by operating activities: Provision for losses on loans 600 600 Provision for depreciation 241 245 Amortization of deferred loan and commitment fees (769) (701) Amortization and accretion of premiums and discounts 180 149 Amortization and allocation of stock based benefits 526 526 Loss (gain) on sales of securities (5) 83 Equity loss (income) from limited partnerships (1,228) (185) Loss (gain) on sales of real estate 4 183 Change in operating assets and liabilities: Decrease (increase) in interest receivable 184 140 Decrease (increase) in other assets 364 3,981 (Decrease) increase in interest payable (45) (99) (Decrease) increase in income taxes payable (373) (999) (Decrease) increase in miscellaneous liabilities 3,145 (131) ------------------- ------------------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 6,534 8,535 Investing Activities: Investment securities available-for-sale: Purchases (26,600) (24,080) Proceeds from sales 32,888 11,810 Maturities 2,000 13,700 Repayments 1,397 2,439 Investment securities held-to-maturity: Purchases -- (5,005) Proceeds from sales -- -- Maturities -- -- Repayments 4,138 2,384 Principal and fees collected on loans 67,180 44,613 Loans originated (58,516) (46,452) Loans purchased (3,567) (4,082) Originations of loans held for sale (5,108) (7,885) Cost of loans sold 5,108 7,885 Investments in limited partnerships (3,387) (3,100) Return of investment in limited partnerships 2,387 3,276 Proceeds from sales of real estate 289 681 Sales of office property and equipment -- 109 Purchases of office property and equipment (265) (204) ------------------- ------------------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 17,944 (3,911) 5 6 CALUMET BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) (Unaudited) Nine months ended September 30 1996 1995 ------------------- ------------------- Financing Activities: Net increase (decrease) in demand and passbook accounts 1,145 (4,814) Net increase (decrease) in certificates of deposit 4,238 22,943 Proceeds from Federal Home Loan Bank advances 41,675 36,990 Repayments of Federal Home Loan Bank advances (59,965) (60,185) Net increase (decrease) in advance payments by borrowers for taxes and insurance (1,224) 580 Purchase of treasury stock (8,687) (269) Net proceeds from exercise of stock options 251 31 ------------------- ------------------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (22,567) (4,724) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,911 (100) Cash and cash equivalents at beginning of period 8,657 9,350 ------------------- ------------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $10,568 $9,250 =================== =================== Supplemental disclosures of cash flow information: Cash paid during the period for: Interest on deposits $13,722 $11,375 Interest on Federal Home Loan Bank advances 2,027 2,505 ------------------- ------------------- Total interest paid $15,749 $13,880 =================== =================== Income taxes $2,375 $3,132 =================== =================== Non-cash transactions: Loans transferred to real estate owned $436 $1,165 Loans and non-cash transfers to facilitate sales of real estate owned 685 359 6 7 CALUMET BANCORP, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Dollars in thousands) (Unaudited) Nine months ended September 30 1996 1995 ------------------- ------------------- Common stock: Beginning of period $36 $36 Proceeds of option stock issued -- -- ------------------- ------------------- End of period 36 36 ------------------- ------------------- Additional paid-in-capital: Beginning of period 34,665 34,494 Tax benefit of MRP deduction 155 -- Proceeds of stock options exercised 251 31 ------------------- ------------------- End of period 35,071 34,525 ------------------- ------------------- Retained earnings: Beginning of period 68,418 62,453 Net income 3,710 4,743 ------------------- ------------------- End of period 72,128 67,196 ------------------- ------------------- Unrealized gains and (losses) on securities available for sale: Beginning of period, net of income tax (expense) benefit of ($217) and $1,269 423 (1,953) Change in unrealized gains and (losses), net of income tax (expense) benefit of $243 and ($1,295) (482) 2,064 ------------------- ------------------- End of period, net of income tax (expense) benefit of $26 and ($26) (59) 111 ------------------- ------------------- Less unearned ESOP shares: Beginning of period (1,414) (1,980) Shares released 424 424 ------------------- ------------------- End of period (990) (1,556) ------------------- ------------------- Less stock held for MRP: Beginning of period (273) (410) Amortization 102 102 ------------------- ------------------- End of period (171) (308) ------------------- ------------------- Less Treasury stock: Beginning of period (17,745) (14,354) Purchases (8,687) (269) ------------------- ------------------- End of period (26,432) (14,623) ------------------- ------------------- Total stockholders' equity $79,583 $85,381 =================== =================== 7 8 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE A - BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. The results of operations for the three months and the nine months ended September 30, 1996 are not necessarily indicative of the results that may be expected for the year ending December 31, 1996. Certain 1995 amounts have been reclassified to conform to 1996 presentation. For further information, refer to the consolidated financial statements and notes thereto included in the Calumet Bancorp, Inc. (the "Company") Annual Report on Form 10-K for the year ended December 31, 1995. NOTE B - EARNINGS PER SHARE Earnings per share of Common Stock outstanding for the three months and the nine months ended September 30, 1996 and 1995, respectively, have been determined by dividing net income for the period by the weighted average number of shares of common stock and common stock equivalents outstanding. Common stock equivalents assume the exercise of stock options and use of proceeds to purchase Treasury Stock at the average market price for the period. The weighted average number of shares of common stock and common stock equivalents outstanding used for this calculation were 2,518,744 and 2,925,141 for the three months ended September 30, 1996 and 1995, and 2,676,777 and 2,924,529 for the nine months ended September 30, 1996 and 1995, respectively. The average number of uncommitted (unearned) shares held for the Company's Employee Stock Ownership Plan ("ESOP") and included in the weighted average shares outstanding for these same periods were 106,088, 162,667, 120,233 and 179,170, respectively. Shares committed to be released to the ESOP are expensed during the period based on original cost. NOTE C - COMMITMENTS AND CONTINGENCIES At September 30, 1996, the Company had approved loan commitments totalling $9.7 million to originate loans, $6.7 million to sell loans, $10.2 million in undisbursed loans-in-process, $23.4 million in unused lines of credit, and $5.8 million in credit enhancement arrangements. Commitments to fund loans and those under credit enhancement arrangements have credit risk essentially the same as that involved in extending loans to customers and are subject to the Company's normal credit policies. 8 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL Calumet Bancorp, Inc. (the "Company") completed its initial public offering of Common Stock on February 20, 1992. It owns all of the outstanding Common Stock of Calumet Federal Savings and Loan Association of Chicago (the "Association"), a federally chartered stock savings and loan association which operates five financial services offices in the Chicago area -- in Dolton, Lansing, Sauk Village, and two in southeastern Chicago. The Association owns two first tier subsidiaries, Calumet Savings Service Corporation and Calumet Residential Corporation, both wholly owned. Calumet Residential Corporation owns 51% of a second tier subsidiary, Calumet United Limited Liability Company. Calumet Savings Service Corporation owns two second tier subsidiaries, Calumet Mortgage Corporation of Idaho and Calumet Mortgage Corporation of New Mexico, both wholly owned. Calumet Mortgage Corporation of New Mexico was liquidated as of August 1, 1996. The Company's business activities currently consist of investment in equity securities, participation as a limited partner in real estate investment and loan servicing partnerships, and operation of the Association. The Association's principal business consists of attracting deposits from the public and investing these deposits, together with funds generated from operations and borrowings, primarily in residential mortgage loans. The Association's deposit accounts are insured to the maximum allowable by the FDIC. The Association's results of operations are dependent primarily on net interest income, which is the difference between the interest income earned on its loan and investment securities portfolios and its cost of funds, consisting of interest paid on its deposits and borrowings. The Association's operating results are also affected by the sale of insurance, annuities and real estate through its second tier subsidiaries, and to a lesser extent, loan commitment fees, customer service charges and other income. Operating expenses of the Association are primarily employee compensation and benefits, equipment and occupancy costs, federal insurance of accounts premiums and other administrative expenses. The Association's results of operations are further affected by economic and competitive conditions, particularly changes in market interest rates, government policies and actions of regulatory authorities. On September 30, 1996, President Clinton signed into law legislation for the recapitalization of SAIF. As a result of this legislation the Association will incur a special, one-time assessment by the FDIC in the amount of $2.3 million, which was accrued at September 30, 1996 and will be paid during the fourth quarter. The special assessment reduces the Company's 1996 earnings by approximately $0.60 per share after taxes. Management expects that a reduction in the FDIC assessment rate from 23 cents per $100 of deposits in 1996 to approximately 6.5 cents per $100 of deposits in 1997 will significantly improve future earnings. 9 10 FINANCIAL CONDITION Total assets decreased $16.7 million, or 3.28%, to $492.8 million at September 30, 1996, from $509.5 million at December 31, 1995. Net loans receivable decreased $4.6 million, or 1.2%, to $370.9 million at September 30, 1996, from $375.5 million at December 31, 1995, with originations and purchases of $62.1 million during the first nine months of 1996. The Company's lending activities have been concentrated primarily in residential real estate secured by first liens. At September 30, 1996, approximately 57.2% of the Company's mortgage loans were secured by one-to-four family residential properties, 15.5% by multifamily income producing properties, and 27.3% by commercial properties and land. At December 31, 1995, these concentrations were 57.6%, 16.3%, and 26.1%, respectively. At September 30, 1996, the Company's mortgage loan portfolio was geographically distributed primarily in Illinois (34.5%), Colorado (26.6%), Idaho (18.5%), and New Mexico (13.9%). At December 31, 1995, these distributions were 37.2%, 28.0%, 16.7%, and 11.5%, respectively. Deposits increased $5.4 million, or 1.5%, to $368.3 million at September 30, 1996, from $362.9 million at December 31, 1995. These funds, together with funds generated from operations and asset reductions, were used to pay down Federal Home Loan Bank advances as they became due, reducing advances by $18.3 million, or 33.2%, to $36.9 million at September 30, 1996, from $55.1 million at December 31, 1995. Stockholders' equity decreased $4.5 million, or 5.4%, to $79.6 million at September 30, 1996, from $84.1 million at December 31, 1995. The decrease came primarily from treasury stock purchases of $8.7 million, offset by earnings of $3.7 million, $932,000 in credits from employee benefit plans, and reduced by $482,000 in net unrealized losses on securities. During the first nine months of 1996 the Company repurchased 310,819 shares of its stock at an average price of $27.95 per share. The Company has 2,377,028 shares of common stock (including 99,015 unearned ESOP shares) outstanding on September 30, 1996, with a book value of $33.48 per share. ASSET QUALITY Non-performing loans decreased to $4.5 million, or 1.20% of total loans at September 30, 1996, from $5.8 million, or 1.53% of total loans at December 31, 1995. Non-performing assets decreased to $6.4 million, or 1.29% of total assets at September 30, 1996, from $8.2 million, or 1.62% of total assets at December 31, 1995. The allowance for losses on loans increased to $5.5 million, or 122.43% of non-performing loans at September 30, 1996, from $4.9 million, or 84.58% of non-performing loans at December 31, 1995. The allowance for losses on loans increased to 1.47% of total loans at September 30, 1996, from 1.30% of total loans at December 31, 1995. 10 11 RESULTS OF OPERATIONS The Company reported net income of $207,000 for the third quarter of 1996, compared to $1.9 million net income for the third quarter of 1995. The primary reason for the decreased earnings for 1996 was the provision of $2.3 million to pay the FDIC special assessment to recapitalize the SAIF. Pretax earnings for the third quarter of 1996 would have been $2.5 million without the special assessment, an increase of $217,000 from pretax earnings of $2.3 million in 1995. Earnings per share of common stock for the third quarter of 1996 decreased to $0.08, from $0.63 for the third quarter of 1995. Net income for the nine months ended September 30, 1996 was $3.7 million, compared to $4.7 million for the nine months ended September 30, 1995, while earnings per share decreased to $1.39 for the first nine months of 1996, from $1.62 for the first nine months of 1995. The FDIC special assessment reduced earnings per share by $0.60 for 1996. Management expects that a reduction of the FDIC assessment rate from 23 cents per $100 of deposits in 1996 to approximately 6.5 cents per $100 of deposits in 1997, would reduce deposit insurance premiums by approximately $600,000 per year based on current levels of insured deposits. Return on average assets decreased to 0.17% for the third quarter of 1996, from 1.48% for the same quarter last year. Return on average assets before the FDIC special assessment would have been 1.38% for the third quarter of 1996. Return on average stockholders' equity for the third quarter of 1996 was 1.04%, compared to 8.76% for the same quarter last year. ROE would have been 8.55% without the special assessment. Return on average assets decreased to 0.99% for the first nine months of 1996, from 1.27% in the first nine months of 1995. ROA would have been 1.41% without the special assessment. Return on average stockholders' equity for the first nine months of 1996 was 5.99%, compared to 7.68% in 1995. ROE would have been 8.55% without the special assessment. NET INTEREST INCOME Net interest income for the third quarter of both 1996 and 1995 was $4.4 million. The average yield on interest earning assets increased to 8.24% during the third quarter of 1996, from 8.15% in 1995, while the average cost of funds increased to 5.24%, from 5.23% for these same periods, resulting in an increase in the rate spread to 3.00% in 1996, from 2.92% in 1995. Net interest income decreased by $659,000, to $13.5 million during the first nine months of 1996, compared to $14.2 million during the first nine months of 1995. The average yield on interest earning assets increased to 8.29% during the first nine months of 1996, compared to 8.23% for the first nine months of 1995, while the average cost of funds increased to 5.21% in 1996, from 4.91% in 1995, resulting in a decrease in the rate spread to 3.08%, compared to 3.32% last year. 11 12 PROVISION FOR LOAN LOSSES The allowance for losses on loans is established through a provision for losses on loans based on management's evaluation of the risk inherent in its loan portfolio and general economic conditions. Management's evaluation includes a review of all loans on which full collectibility may not be reasonably assured, the estimated fair value of the underlying collateral, economic conditions, historical loan loss experience and the Company's internal credit review process. The provision for losses on loans has been maintained at $200,000 per quarter for 1996, the same as for 1995. Charges to the allowance for losses on loans of $73,000 were offset by recoveries of $73,000 during the first nine months of 1996. Net charges to the allowance for losses on loans were $179,000 during the first nine months of 1995. The allowance for losses on loans increased to 1.47% of total loans at September 30, 1996, from 1.30% of total loans at December 31, 1995. OTHER INCOME Other income increased to $641,000 during the third quarter of 1996, from $399,000 in the third quarter of 1995, primarily due to a $250,000 release fee credited to miscellaneous income. Other income increased to $2.3 million during the first nine months of 1996, from $936,000 during the first nine months of 1995, primarily due to a $1.0 million increase in income from limited partnerships, a $179,000 decrease in losses on sales of real estate acquired through foreclosure, and an $88,000 swing from losses to gains on sales of securities. The significant improvement in income from limited partnerships comes primarily from the Company's investments in single family development projects located in Illinois, although there has also been an improvement in the performance of its Colorado investments. Fees on loans sold decreased $115,000, or 38.7%, to $182,000 in the first nine months of 1996, from $297,000 in the first nine months of 1995, primarily due to a $2.8 million, or 35.4% decrease in loans sold in the secondary market. OPERATING EXPENSES Operating expenses increased during the third quarter of 1996 to $4.7 million, from $2.3 million during the third quarter of 1995, primarily as the result of the $2.3 million FDIC special assessment. Operating expenses as a percent of average assets increased to 3.78% (1.90% without the FDIC special assessment) in the third quarter of 1996, from 1.86% in 1995. During 1995 the Company incurred significant legal expenses related to litigation involving Florida loans, foreclosures and limited partnership investments which has not been repeated in 1996. Net non-interest expense as a percent of average assets improved to 1.39% (before the FDIC special assessment) for the third quarter of 1996, from 1.54% for the third quarter of 1995. The Company's efficiency ratio (adjusted) was 48.8% for the third quarter of 1996, compared to 50.8% in 1995. 12 13 Operating expenses increased during the first nine months of 1996 to $9.9 million, from $7.7 million in the first nine months of 1995, primarily due to the $2.3 million FDIC special assessment. Operating expenses as a percent of average assets increased to 2.64% in the first nine months of 1996, but decreased to 2.02% before the special assessment, from 2.05% in the first nine months of 1995, primarily as the result of a $126,000 decrease in legal costs and an $85,000 decrease in audit and exam expense. Net non-interest expense as a percent of average assets improved to 1.41% (before the FDIC special assessment) for the first nine months of 1996, from 1.80% in the first nine months of 1995, due to the increase in income from limited partnerships and the decrease in legal, audit and exam expense. The Company's efficiency ratio was 49.6% for the first nine months of 1996, compared to 52.7% in 1995. INCOME TAXES During the third quarter of 1996 the Company accrued low income housing tax credits in the amount of $62,000, and a dividends received deduction in the amount of $136,000, which resulted in a net income tax benefit for the quarter. During the third quarter of 1995 the Company revised its estimates of current and deferred income tax liabilities, which resulted in a $367,000 credit to income tax expense and reduced the effective tax rate from 34.2% to 17.9%. For the first nine months of 1996 and 1995 the effective income tax rates of 30.8% and 31.0%, respectively, reflect the benefits of both low income housing tax credits and the dividends received deduction. LIQUIDITY AND CAPITAL RESOURCES The Company's primary sources of funds include deposits and Federal Home Loan Bank advances, principal and interest payments on loans and securities, maturing investment securities, and sales of securities from the available-for-sale portfolio. While maturities and scheduled amortization of loans and mortgage-backed securities are a predictable source of funds, deposit flows and mortgage prepayments are greatly influenced by interest rates, general economic conditions, and competition. The primary investing activity of the Company is the origination and purchase of mortgage loans and the purchase of securities. During the first nine months of 1996 the Company originated and purchased mortgage loans in the amount of $62.1 million, compared to $50.5 million during the first nine months of 1995. During the first nine months of 1996 the Company purchased securities in the amount of $26.6 million, compared to $29.1 million during the first nine months of 1995. During the first nine months of 1996 and 1995, the Company increased its deposit base by $5.4 million and $18.1 million, respectively, through a combination of more aggressive rates and new products. These funds, together with funds from operations, loan repayments, and securities sales and maturities, were used to repay maturing Federal Home Loan Bank advances a net $18.3 million in 1996 and $23.2 million in 1995. 13 14 Federal regulations require a savings institution to maintain an average daily balance of liquid assets equal to at least 5% of the average daily balance of its net withdrawable deposits and short term borrowings. In addition, short term liquid assets must constitute 1% of net withdrawable deposits and short term borrowings. Management has consistently maintained levels in excess of the regulatory requirement. The Association's average liquidity ratios for the first nine months of 1996 and 1995 were 7.9% and 8.5%, respectively. The Association's average short term liquidity ratios for these same periods were 2.1% and 2.9%, respectively. The Association is also required to maintain specific amounts of capital pursuant to federal regulations. As of September 30, 1996, the Association was in compliance with all regulatory capital requirements, with tangible and core capital of 10.5%, and risk-based capital of 17.6%, well above the requirements of 1.5%, 3.0%, and 8.0%, respectively. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Holding Company and the Association are not engaged in any legal proceedings of a material nature at the present time. ITEM 2. CHANGES IN SECURITIES Not applicable. ITEM 3. DEFAULT UPON SENIOR SECURITIES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K At the September 24, 1996, Board of Directors meeting of the Registrant, the Board of Directors terminated the service of Ernst & Young LLP as the Registrant's independent certified public accountants. There were no disagreements between the Registrant and Ernst & Young LLP on any matter of accounting principles or practice, financial statement disclosure, or auditing scope or procedure. On September 25, 1996, 14 15 the Registrant engaged the firm of Crowe, Chizek and Company LLP as independent certified public accountants for the Registrant. Form 8-K was filed on October 1, 1996 with the United States Securities and Exchange Commission. Amendment No. 1 to Form 8-K was filed on October 11, 1996. 15 16 SIGNATURES Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized. Date: November 8, 1996 CALUMET BANCORP, INC. /s/Thaddeus Walczak ------------------------- Thaddeus Walczak, Chairman of the Board and Chief Executive Officer Date: November 8, 1996 /s/John Garlanger ------------------------- John Garlanger, Chief Financial Officer 16