-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MLfCkD25NOpy6q+RIiHhQzvv7TLRUTpk+swIPp/I3OIWK4nkhFmitjbR3PKLElYi dlaWZJShk6pym57ZidH/LA== 0000908834-98-000251.txt : 19980925 0000908834-98-000251.hdr.sgml : 19980925 ACCESSION NUMBER: 0000908834-98-000251 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980924 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOME FINANCIAL BANCORP CENTRAL INDEX KEY: 0001009242 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 351975585 STATE OF INCORPORATION: IN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-28510 FILM NUMBER: 98714346 BUSINESS ADDRESS: STREET 1: 279 EAST MORGAN ST CITY: SPENCER STATE: IN ZIP: 47460 BUSINESS PHONE: 8128292095 MAIL ADDRESS: STREET 1: 279 EAST MORGAN STREET STREET 2: P O BOX 187 CITY: SPENCER STATE: IN ZIP: 47460 10-K 1 FORM 10-K FOR HOME FINANCIAL BANCORP FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 1998 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 0-28510 HOME FINANCIAL BANCORP (Exact name of registrant as specified in its charter) INDIANA 35-1975585 (State or other Jurisdiction (I.R.S. Employer Identification of Incorporation or Organization) Number) 279 East Morgan Street, Spencer, Indiana 47460 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number including area code: (812) 829-2095 Securities Registered Pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered NONE NONE Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, without par value (Title of Class) Indicate by check mark whether the 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 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. The aggregate market value of the issuer's voting stock held by non-affiliates, as of August 31, 1998, was $7,450,179. The number of shares of the Registrant's Common Stock, without par value, outstanding as of August 31, 1998, was 903,052 shares. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Annual Report to Shareholders for the year ended June 30, 1998, are incorporated by reference into Part II. Portions of the Proxy Statement for the 1998 Annual Meeting of Shareholders are incorporated in Part III. Exhibit Index on Page 34 Page 1 of 34 Pages HOME FINANCIAL BANCORP Form 10-K INDEX Page Forward Looking Statements.................................................... 3 PART I Item 1. Business........................................................ 3 Item 2. Properties......................................................29 Item 3. Legal Proceedings...............................................29 Item 4. Submission of Matters to a Vote of Security Holders.............29 Item 4.5. Executive Officers of Registrant................................29 PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters...........................................30 Item 6. Selected Financial Data.........................................30 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation............................30 Item 7A. Quantitative and Qualitative Disclosures About Market Risk......31 Item 8. Financial Statements and Supplementary Data.....................31 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure...........................31 PART III Item 10. Directors and Executive Officers of Registrant..................31 Item 11. Executive Compensation..........................................31 Item 12. Security Ownership of Certain Beneficial Owners and Management................................................31 Item 13. Certain Relationships and Related Transactions..................31 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K...................................................32 Signatures......................................................33 FORWARD LOOKING STATEMENTS This Annual Report on Form 10-K ("Form 10-K") contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements appear in a number of places in this Form 10-K and include statements regarding the intent, belief, outlook, estimate or expectations of the Company (as defined below), its directors or its officers primarily with respect to future events and the future financial performance of the Company. Readers of this Form 10-K are cautioned that any such forward looking statements are not guarantees of future events or performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward looking statements as a result of various factors. The accompanying information contained in this Form 10-K identifies important factors that could cause such differences. These factors include changes in interest rates; loss of deposits and loan demand to other savings and financial institutions; substantial changes in financial markets; changes in real estate values and the real estate market; regulatory changes; or unanticipated results in pending legal proceedings. PART I Item 1. Business. General Home Financial Bancorp (the "Holding Company" and, together with the Bank (as defined below), the "Company") is an Indiana corporation organized in February, 1996, to become a bank holding company upon its acquisition of all the issued and outstanding capital stock of Owen Community Bank, s.b. (the "Bank") in connection with the Bank's conversion from mutual to stock form. The Holding Company became the Bank's holding company on July 1, 1996; therefore, historical financial and other data contained herein for periods prior to July 1, 1996 relate solely to the Bank, while historical financial and other data contained herein for the periods after July 1, 1996 relate to the Company. The principal asset of the Holding Company currently consists of 100% of the issued and outstanding shares of common stock of the Bank. The Bank was organized under the name Owen County Savings and Loan Association in 1911. In 1972, the Bank converted to a federally chartered savings and loan and changed its name to Owen County Federal Savings and Loan Association, and in 1989, the Bank converted to a federally chartered savings bank known as Owen Federal Savings Bank. In 1994, the Bank became an Indiana savings bank known as Owen Community Bank, s.b. The Bank's principal business consists of attracting deposits from the general public and originating long-term adjustable-rate loans secured primarily by first mortgage liens on one- to four-family real estate. The Bank's deposit accounts are insured up to applicable limits by the Savings Association Insurance Fund (the "SAIF") of the Federal Deposit Insurance Corporation (the "FDIC"). The Bank is the oldest continuously operating financial institution headquartered in Owen County, Indiana. Management believes the Bank has developed a solid reputation among its loyal customer base because of its commitment to personal service and its strong support of the local community. The Bank offers a number of consumer and commercial financial services. These services include: (i) residential real estate loans; (ii) indemnification mortgage loans ("ID Mortgage Loans"); (iii) mobile home loans; (iv) combination land-mobile home loans ("Combo Loans"); (v) construction loans; (vi) share loans; (vii) nonresidential real estate loans; (viii) multi-family loans; (ix) installment loans; (x) NOW accounts; (xi) demand deposit accounts; (xii) passbook savings accounts; and (xiii) certificates of deposit. The Company conducts business out of its main office located in Spencer, Indiana. The Bank historically has concentrated its lending activities on the origination of loans secured by first mortgage liens for the purchase, construction or refinancing of one- to four-family residential real property. One- to four-family residential mortgage loans continue to be the major focus of the Bank's loan origination activities, representing 56.8% of the Bank's total loan portfolio at June 30, 1998. The Bank also offers mobile home loans, multi-family mortgage loans, nonresidential real estate loans, Combo Loans and consumer loans. Mobile home loans and Combo Loans totaled approximately 2.4% and 13.5% of the Bank's total loan portfolio at June 30, 1998, respectively. Mortgage loans secured by multi-family properties and nonresidential real estate totaled approximately 2.6% and 22.1%, respectively, of the Bank's total loan portfolio at June 30, 1998. Consumer loans constituted approximately 1.9% of the Bank's total loan portfolio at June 30, 1998. Lending Activities Loan Portfolio Data. The following table sets forth the composition of the Bank's loan portfolio by loan type and security type as of the dates indicated, including a reconciliation of gross loans receivable after consideration of the allowance for loan losses, deferred loan costs and loans in process.
At June 30, --------------------------------------------------------------------------- 1998 1997 1996 ------------------ ------------------ ------------------ Percent Percent Percent Amount of Total Amount of Total Amount of Total ------ -------- ------ -------- ------ -------- (Dollars in thousands) TYPE OF LOAN Mortgage loans: Residential............... $19,563 56.76% $19,898 57.22% $18,240 66.12% Combo..................... 4,666 13.52 4,396 12.64 3,513 12.73 Nonresidential............ 7,614 22.07 6,896 19.83 2,544 9.22 Multi-family.............. 904 2.62 980 2.82 604 2.19 Mobile home loans............ 831 2.43 1,361 3.91 1,241 4.50 Commercial and industrial loans.......... 242 0.70 634 1.82 350 1.27 Consumer loans............... 655 1.90 612 1.76 1,094 3.97 ------- ------ ------- ------ ------- ------ Gross loans receivable.. $34,475 100.00% $34,777 100.00% $27,586 100.00% ======= ====== ======= ====== ======= ====== TYPE OF SECURITY Residential real estate... $19,563 56.76% $19,898 57.22% $18,240 66.12% Mobile home and land...... 4,666 13.52 4,396 12.64 3,513 12.73 Nonresidental real estate. 7,614 22.07 6,896 19.83 2,544 9.22 Multi-family real estate.. 904 2.62 980 2.82 604 2.19 Mobile home............... 831 2.43 1,361 3.91 1,241 4.50 Deposits.................. 152 .44 122 0.35 217 0.79 Other security............ 745 2.16 1,124 3.23 1,227 4.45 ------- ------ ------- ------ ------- ------ Gross loans receivable.. 34,475 100.00 34,777 100.00 27,586 100.00 Deduct: Allowance for loan losses.... 320 0.94 231 0.66 150 0.54 Loans in process and deferred loan costs....... 196 0.67% 428 1.23 311 1.13 ------- ------ ------- ------ ------- ------ Net loans receivable...... $33,959 98.39 $34,118 98.11% $27,125 98.33% ======= ====== ======= ====== ======= ====== Mortgage Loans: Adjustable-rate........... $21,502 65.69% $22,296 69.31% $16,415 65.92% Fixed-rate................ 11,245 34.31 9,874 30.69 8,486 34.08 ------- ------ ------- ------ ------- ------ Total................... $32,747 100.00% $32,170 100.00% $24,901 100.00% ======= ====== ======= ====== ======= ======
The following table sets forth certain information at June 30, 1998, regarding the dollar amount of loans maturing in the Bank's loan portfolio based on the contractual terms to maturity. Demand loans having no stated schedule of repayments and no stated maturity and overdrafts are reported as due in one year or less. This schedule does not reflect the effects of possible prepayments or enforcement of due-on-sale clauses. Management expects prepayments will cause actual maturities to be shorter.
Due during years ended June 30, Balance ------------------------------------------------------------------- Outstanding 2002 2004 2009 2014 at June 30, to to to and 1998 1999 2000 2001 2003 2008 2013 following ---- ---- ---- ---- ---- ---- ---- --------- (In thousands) Mortgage loans: Residential..................... $19,563 $ 22 $ 61 $ 115 $358 $2,170 $ 3,653 $13,184 Combo........................... 4,666 56 51 --- 38 630 954 2,937 Nonresidential.................. 7,614 2 --- 36 6 348 4,637 2,585 Multi-family.................... 904 --- --- --- --- --- 727 177 Mobile home loans.................. 831 22 29 34 114 455 177 --- Commercial and industrial loans.... 242 --- --- --- --- 242 --- --- Consumer loans..................... 655 433 57 43 51 67 4 --- ------- ---- ---- ---- ---- ------ ------- ------- Total......................... $34,475 $535 $198 $228 $567 $3,912 $10,152 $18,883 ======= ==== ==== ==== ==== ====== ======= =======
The following table sets forth, as of June 30, 1998, the dollar amount of all loans due after one year which have fixed interest rates and floating or adjustable rates. Due After June 30, 1999 -------------------------------------- Fixed Rates Variable Rates Total ----------- -------------- ----- (In thousands) Mortgage loans: Residential..................... $ 7,314 $12,220 $19,534 Combo........................... 2,097 2,513 4,610 Nonresidential.................. 888 6,724 7,612 Multi-family.................... 904 --- 904 Mobile home loans.................. 815 --- 815 Commercial and industrial loans.... 242 --- 242 Consumer loans..................... 223 --- 223 ------- ------- ------- Total......................... $12,483 $21,457 $33,940 ======= ======= ======= One- to Four- Family Residential Loans. Residential loans consist primarily of one- to four-family loans. Approximately $19.6 million, or 56.8% of the Bank's portfolio of loans at June 30, 1998, consisted of one- to four-family residential mortgage loans, of which approximately 62.5% had adjustable rates. Pursuant to federal regulations, such loans must require at least semi-annual payments and be for a term of not more than 40 years, and, if the interest rate is adjustable, they must be correlated with changes in a readily verifiable index. The Bank currently offers three (3) types of adjustable-rate one- to four-family residential mortgage loans ("ARMs"). The Bank offers ARMs which adjust annually and are indexed to the Auction Average of One Year U.S. Treasury Bills as published monthly by the Federal Reserve Board ("FRB") (the "Average 1 Year T-Bill"). The maximum rate adjustment per year and over the life of the loan for the Bank's one-year ARMs are 1%-1.5% and 4%-5%, respectively. These ARMs are generally underwritten for terms of up to 25 years. The Bank also offers three-year and five-year ARMs which are indexed to the National Average Contract Interest Rate for the Purchase of Previously Occupied Homes as published by the Federal Housing Finance Board ("FHFB") (the "National Average Contract Rate") and have maximum rate adjustments per adjustment period and over the life of the loan of 3% and 5%, respectively. The Bank's three-year and five-year ARMs are generally underwritten for terms of up to 25 years. The Bank will not generally lend more than $75,000 for any residential loan with a Loan-to-Value Ratio of 90% or higher. The initial interest rate for each of the Bank's ARM loans is determined by the Executive Committee of the Bank's Board of Directors based upon prevailing rates in the Bank's market area, the credit history of the applicant and the Loan-to-Value Ratio. The interest rates for loans with Loan-to-Value Ratios of greater than 80% and less than or equal to 85% are typically 100 basis points higher than the same loans with Loan-to-Value Ratios of 80% or less. The interest rates for loans with Loan-to-Value Ratios of greater than 85% are generally 150 basis points higher than the corresponding loans with Loan-to-Value Ratios of 80% or less. When the initial interest rate is determined for an ARM loan, a margin is calculated by subtracting the then-current index rate (i.e., the Average 1 Year T-Bill for one-year ARMs or the National Average Contract Rate for three-year and five-year ARMs) from the initial interest rate. Interest rate adjustments are thereafter determined based on fluctuations of the index rate with a specific loan's margin remaining constant. Adjustable-rate loans decrease the risk associated with changes in interest rates but involve other risks, primarily because as interest rates rise, the payment by the borrowers may rise to the extent permitted by the terms of the loan, thereby increasing the potential for default. Also, adjustable-rate loans have features which restrict changes in interest rates on a short-term basis and over the life of the loan. At the same time, the market value of the underlying property may be adversely affected by higher interest rates. The Bank also currently offers fixed-rate loans which provide for the payment of principal and interest over a period not to exceed 20 years. At June 30, 1998, 37.5% of the Bank's residential mortgage loans had fixed rates of interest. The Bank does not currently originate residential mortgage loans if the Loan-to-Value Ratio exceeds 90% and does not currently require private mortgage insurance on its residential single-family mortgage loans. The maximum Loan-to-Value Ratio for non-owner occupied one- to four-family residential mortgage loans is 80%. Substantially all of the residential mortgage loans that the Bank originates include "due-on-sale" clauses, which give the Bank the right to declare a loan immediately due and payable in the event that, among other things, the borrower sells or otherwise disposes of the real property subject to the mortgage and the loan is not repaid. The Bank's residential mortgage loans are not originated on terms and conditions and using documentation that conform with the standard underwriting criteria required to sell such loans in the secondary market. The Bank generally retains its loans in its portfolio and does not anticipate the need to sell its non-conforming loans. See "-- Origination, Purchase and Sale of Loans." At June 30, 1998, residential loans amounting to $236,000, or 0.68% of total loans, were included in non-performing assets. See "-- Non-Performing and Problem Assets." The Bank offers mortgage loans for the construction of residential real estate. Such loans are made with respect to owner-occupied residential real estate and, in limited cases, to builders or developers constructing such properties on a speculative investment basis (i.e., before the builder/developer obtains a commitment from a buyer). Substantially all of such loans are made to owners who are to occupy the premises. These loans are written as permanent mortgage loans such that only disbursed principal and interest are payable during the construction phase, which is typically limited to six (6) months. Inspections are made prior to any disbursement under such a loan. Mortgage loans written for the construction of residential real estate, like construction loans generally, involve a higher level of risk than loans secured by existing properties. For example, if a project is not completed and the borrower defaults, the Bank may have to hire another contractor to complete the project at a higher cost. Also, a house may be completed, but not salable, resulting in the borrower defaulting and the Bank taking title to the house. The Bank also offers ID Mortgage Loans. ID Mortgage Loans are similar to home equity loans in that such loans create a line of credit secured by a real estate mortgage against which a borrower may draw, and are typically written as second mortgage loans. The Bank generally writes its ID Mortgage Loans so that all future indebtedness of a borrower is secured by the ID Mortgage without the necessity of recording an additional security instrument. ID Mortgage loans carry fixed rates and are generally written for terms not exceeding 20 years. The maximum Loan-to-Value Ratio for ID Mortgage Loans is 90% if the subject real estate is not encumbered by another mortgage or the Bank holds the first mortgage on the subject real estate, and 80% if another lender holds the first mortgage on the subject real estate. If an appraisal has been completed on the subject property within five (5) years, the Bank does not generally require a new appraisal. Combo Loans. At June 30, 1998, $4.7 million, or 13.5% of the Bank's total loan portfolio, consisted of Combo Loans, of which approximately 53.9% had adjustable rates. The Bank currently offers three (3) types of adjustable-rate Combo Loans. The Bank's one-year adjustable-rate Combo Loans are indexed to the Average One Year T-Bill and have maximum rate adjustments per year and over the life of the loan of 1.5% and 3%, respectively. The Bank also offers three-year and five-year adjustable-rate Combo Loans which are indexed to National Average Contract Rate and have maximum rate adjustments per adjustment period and over the life of the loan of 3% and 5%, respectively. The Bank's Combo Loans are generally underwritten for terms of up to 25 years. The maximum Loan-to-Value Ratio for a Combo Loan is 90%. The initial interest rate for each of the Bank's Combo Loans is determined by the Executive Committee of the Bank's Board of Directors based upon prevailing rates in the Bank's market area, applicant's credit history and the Loan-to-Value Ratio. The Bank generally establishes its base interest rates for Combo Loans at a level 100 basis points higher than the corresponding rate for a residential ARM loan. The interest rates for Combo Loans with a Loan-to-Value Ratio of more than 80% are typically 100 basis points higher than the same Combo Loans with Loan-to-Value Ratios of 80% or less. An interest rate margin is determined for each Combo Loan in the same manner as described above for residential ARM loans. The Bank also offers fixed-rate Combo Loans with terms of 10 years, 15 years and 20 years. At June 30, 1998, 46.1% of the Bank's Combo Loans had fixed rates of interest. Mobile Home Loans. The Bank originates loans for the purchase of new and used mobile homes. At June 30, 1998, approximately $831,000, or 2.4% of the Bank's portfolio of loans, consisted of mobile home loans. The Company's mobile home loans are fixed-rate loans with maximum terms of 15 years for new mobile homes and 10 years for previously owned mobile homes. The maximum Loan-to-Value Ratio for mobile home loans is 90%. The Bank has emphasized mobile home loans because they generally have shorter terms to maturity and higher yields than the Bank's residential mortgage loans. In addition, the Bank is the primary lender in its market area making mobile home loans, and mobile home lending significantly enhances the Bank's compliance under the Community Reinvestment Act of 1977. The Bank anticipates that it will continue to be an active originator of mobile home loans. Mobile home lending entails greater risk than traditional residential mortgage lending. Loans secured by mobile homes involve more credit risk than residential mortgage loans because of the type and nature of the collateral, the fact that such loans generally are made to borrowers with low income levels, and the fact that mobile homes tend to rapidly depreciate in value. In many cases, any repossessed collateral for a defaulting mobile home loan will not provide an adequate source of repayment of the outstanding loan balance because of improper repair and maintenance of the underlying security. None of the Bank's mobile home loans was included in non-performing assets at June 30, 1998. Nonresidential Real Estate Loans. At June 30, 1998, $7.6 million, or 22.1% of the Bank's total loan portfolio, consisted of nonresidential real estate loans, of which $1.1 million constituted loans secured by unimproved land only. The nonresidential real estate loans included in the Bank's portfolio are primarily secured by real estate such as a motel, a warehouse, a medical facility, a funeral home and several churches. At June 30, 1998, $515,000, or 6.8% of the Bank's nonresidential loan portfolio, was secured by churches. The Bank currently originates nonresidential real estate loans as one-year adjustable-rate loans indexed to the prime rate with a margin of 1% to 3% above such index. In addition, the maximum rate adjustment per adjustment period and over the life of the loan is unrestricted. The Bank underwrites these loans on a case-by-case basis and, in addition to its normal underwriting criteria, the Bank evaluates the borrower's ability to service the debt from the net operating income of the property. The largest nonresidential real estate loan on June 30, 1998 was $764,000. None of the Bank's nonresidential real estate loans was included in non-performing assets at that date. Loans secured by nonresidential real estate generally are larger than one- to four-family residential loans and involve a greater degree of risk. Nonresidential real estate loans often involve large loan balances to single borrowers or groups of related borrowers. Payments on these loans depend to a large degree on results of operations and management of the properties and may be affected to a greater extent by adverse conditions in the real estate market or the economy in general. Accordingly, the nature of the loans makes them more difficult for management to monitor and evaluate. Multi-Family Loans. Approximately $904,000, or 2.6% of the Bank's portfolio of loans at June 30, 1998, consisted of multi-family loans. The largest multi-family loan at June 30, 1998 had a balance of $538,000 and was secured by an apartment complex. All of the Bank's multi-family loans were fully performing as of June 30, 1998. The Bank's multi-family loans are written for maximum terms of 20 years, and the Bank does not originate multi-family loans if the Loan-to-Value Ratio exceeds 80%. Consumer Loans. The Bank's consumer loans, consisting primarily of installment and share loans, aggregated $655,000 as of June 30, 1998, or 1.9% of the Bank's total loan portfolio. The Bank consistently originates consumer loans to meet the needs of its customers and to assist in meeting its asset/liability management goals. All of the Bank's consumer loans are fixed-rate loans, and substantially all are secured loans. The Bank's installment loans are fixed-rate loans generally secured by collateral, including vehicle titles, and are made for maximum terms of up to five years (depending on the collateral). The Bank generally will not make installment loans in amounts greater than $5,000. The Bank's share loans are made up to 80% of the original account balance and accrue at a rate of 2% over the underlying certificate of deposit rate. Interest on share loans is paid semi-annually. Consumer loans may entail greater credit risk than do residential mortgage loans, particularly in the case of consumer loans which are unsecured or are secured by rapidly depreciable assets, such as automobiles. Further, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. In addition, consumer loan collections are dependent on the borrower's continuing financial stability, and thus are more likely to be affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans. At June 30, 1998, consumer loans amounting to $8,000 were included in non-performing assets. See "--Non-Performing and Problem Assets." There can be no assurances, however, that additional delinquencies will not occur in the future. Origination, Purchase and Sale of Loans. The Bank currently originates its mortgage loans pursuant to its own underwriting standards which are not in conformity with the standard criteria of the Federal Home Loan Mortgage Corporation ("FHLMC") or Federal National Mortgage Association ("FNMA"). If it desired to sell its mortgage loans, the Bank might therefore experience some difficulty selling such loans quickly in the secondary market. The Bank has no intention, however, of attempting to sell such loans. The Bank's ARMs vary from secondary market criteria because, among other things, the Bank does not require current property surveys in all cases, does not require escrow accounts for taxes and insurance and does not permit the conversion of those loans to fixed rate loans in the first three years of their term. The Bank confines its loan origination activities primarily to Owen County. At June 30, 1998, no loans were secured by property located outside of Indiana. The Bank's loan originations are generated from referrals from real estate dealers and existing customers, and newspaper and periodical advertising. All loan applications are processed and underwritten at the Bank's main office. The Bank's loan approval process is intended to assess the borrower's ability to repay the loan, the viability of the loan and the adequacy of the value of the property that will secure the loan. To assess the borrower's ability to repay, the Bank studies the employment and credit history and information on the historical and projected income and expenses of its mortgagors. Mortgage loans up to $150,000 and mobile home loans may be approved by the Executive Committee. All mortgage loans for more than $150,000 must be approved in advance by the Board of Directors. Consumer loans up to $5,000 may be approved by the Bank's Senior Installment Loan Officer. Consumer loans for more than $5,000 must be approved by the Executive Committee. The Bank generally requires appraisals on all property securing its loans and requires title insurance and a valid lien on its mortgaged real estate. Appraisals for residential real property valued at less than $250,000 are performed by an in-house appraiser. Appraisals for residential properties valued in excess of $250,000 and appraisals for all nonresidential real estate are performed by an appraiser who is a state-licensed residential appraiser. The Bank requires fire and extended coverage insurance in amounts at least equal to the principal amount of the loan and requires vandalism coverage on all mobile home loans. It also requires flood insurance to protect the property securing its interest if the property is in a flood plane. The Bank does not require escrow accounts to be established by its borrowers for the payment of insurance premiums or taxes and does not require private mortgage insurance for its loans. The Bank's underwriting standards for consumer loans are intended to protect against some of the risks inherent in making consumer loans. Borrower character, paying habits and financial strengths are important considerations. The Bank historically has sold participations in its mortgage loans on a limited number of occasions to ensure compliance with the loans-to-one borrower restrictions. See "Regulation -- Loans-to-One Borrower." The Bank also occasionally purchases participations in nonresidential real estate and multi-family loans from other financial institutions. However, at June 30, 1998, the Bank did not hold any participation loans. The following table shows loan origination, purchase and repayment activity for the Bank during the periods indicated.
For the Year Ended June 30, ------------------------------------------ 1998 1997 1996 ------- ------- ------- (In thousands) Gross loans receivable at beginning of period....................... $34,777 $27,586 $25,839 Originations: Mortgage loans: Residential................................ 5,664 7,967 7,018 Other...................................... 641 4,380 664 ------- ------- ------- Total mortgage loans..................... 6,305 12,347 7,682 ------- ------- ------- Mobile home loans............................ 164 78 146 Consumer loans: Installment................................ 793 915 805 Share...................................... 97 131 157 ------- ------- ------- Total consumer loans..................... 890 1,046 962 ------- ------- ------- Total originations.................. 7,359 13,471 8,790 Purchases (sales) of participation loans........ --- --- (250) Repayments and other deductions................. 7,661 6,280 6,793 ------- ------- ------- Gross loans receivable at end of period...... $34,475 $34,777 $27,586 ======= ======= =======
Origination and Other Fees. The Bank realizes income from origination fees, late charges, checking account service charges, and fees for other miscellaneous services. The Bank does not currently charge any points on its loans. However, the Bank currently charges $300 plus closing costs on its mortgage loans. Late charges are generally assessed if payment is not received within a specified number of days after it is due. The grace period depends on the individual loan documents. The Bank presently maintains one automated teller machine ("ATM"). It is located at its main office in Spencer, Indiana. A second ATM will be operational in Cloverdale, Indiana when the branch opens for business in the coming months. The Bank's ATMs operate in the MAC(R) regional network and the CIRRUS(R) nationwide network. The Company does not derive significant income from the ATM cards. Mortgage-Backed Securities. At June 30, 1998, the Bank had $537,000 of mortgage-backed securities outstanding, all of which were classified as available for sale. These fixed-rate mortgage-backed securities may be used as collateral for borrowings and, through repayments, as a source of liquidity. Mortgage-backed securities generally offer yields above those available for investments of comparable credit quality and duration. The following table sets forth the amortized cost and fair value of the Bank's mortgage-backed securities at the dates indicated.
At June 30, ------------------------------------------------------------------------ 1998 1997 1996 -------------------- -------------------- -------------------- Amortized Fair Amortized Fair Amortized Fair Cost Value Cost Value Cost Value ---- ----- ---- ----- ---- ----- (In thousands) Mortgage-backed securities: Held to maturity........ $--- $ --- $ --- $ --- $ --- $ --- Available for sale...... 537 543 788 793 3,151 3,119 ---- ---- ---- ---- ------ ------ Total mortgage-backed securities............ $537 $543 $788 $793 $3,151 $3,119 ==== ==== ==== ==== ====== ======
The following table sets forth the amount of mortgage-backed securities which mature during each of the periods indicated and the weighted average yields for each range of maturities at June 30, 1998.
Amount at June 30, 1998, which matures in ------------------------------------------------------------------------- Less than 1 year Two through five years Over five years -------------------- ------------------------ --------------------- Weighted Weighted Weighted Amortized Average Amortized Average Amortized Average Cost Yield Cost Yield Value Yield ---------- ------- --------- -------- --------- -------- (In thousands) Mortgage-backed securities available for sale.... --- --- --- --- $537 7.5%
The following table sets forth the changes in the Bank's mortgage-backed securities portfolio for the years ended June 30, 1998, 1997 and 1996. For the Year Ended, June 30, --------------------------------------- 1998 1997 1996 ------ ------- ------ (In thousands) Beginning balance.................. $ 793 $3,119 $1,477 Purchases.......................... --- 929 1,918 Sales ............................ --- (2,904) --- Monthly repayments................. (249) (366) (248) Premium and discount amortization, net............... (1) 10 --- Unrealized loss on securities available for sale.............. --- 5 (28) ------ ------- ------ Ending balance..................... $ 543 $ 793 $3,119 ====== ======= ====== Non-Performing and Problem Assets Mortgage loans are reviewed by the Bank on a regular basis and are placed on a non-accrual status when the loans become contractually past due 90 days or more. It is the policy of the Bank that all earned but uncollected interest on all loans be reviewed monthly to determine if any portion thereof should be classified as uncollectible for any loan past due less than 90 days. Delinquency notices are sent three times per month with respect to all mortgage loans for which payments have not been received. Contact by phone or in person is made, if feasible, with respect to all such loans. When loans are 40 days in default, an additional delinquency notice is sent and personal contact is made with the borrower to establish an acceptable repayment schedule. When loans are 60 days in default, contact is again made with the borrower to establish an acceptable repayment schedule. The Bank also provides free in-house credit counseling to all borrowers. Management is authorized to commence foreclosure proceedings for any loan upon making a determination that it is prudent to do so. All loans for which foreclosure proceedings have been commenced are placed on non-accrual status. Non-performing assets. At June 30, 1998, $279,000, or 0.66% of the Company's total assets, were non-performing loans (loans delinquent more than 90 days and non-accruing loans) compared to $562,000, or 1.32%, of total assets at June 30, 1997. At June 30, 1997, residential loans and consumer loans accounted for 96.7% and 3.3%, respectively, of non-performing loans. There were no non-accruing investments at June 30, 1998. As of June 30, 1998, the Bank held $212,000 of Real Estate Owned ("REO") properties and $8,000 other repossessed properties. The table below sets forth the amounts and categories of the Bank's non-performing assets. At June 30, -------------------------------- 1998 1997 1996 ---- ---- ---- (In thousands) Non-accruing loans (1)................. $279 $ 562 $ 359 Total non-performing assets............ 499 749 408 Non-performing loans to total loans.... 0.81% 1.65% 1.32% Non-performing assets to total assets.. 1.17 1.76 1.03 - --------------- (1) The Bank generally places loans on a non-accruing status when the loans become contractually past due 90 days or more. At June 30, 1998, $271,000 of non-accruing loans were residential loans and $8,000 were consumer loans. Additional interest income that would have been recorded had income on nonaccruing loans been considered collectible and accounted for in accordance with their original terms was $23,000 for the year ended June 30, 1998. The following table reflects the amount of loans in a delinquent status as of the dates indicated:
June 30, --------------------------------------------------------------------------------- 1998 1997 1996 ------------------------- ------------------------- ------------------------ Percent Percent Percent of total of total of total Number Amount loans Number Amount loans Number Amount loans ------ ------ -------- ------ ------ -------- ------ ------ -------- (Dollars in thousands) Loans delinquent for (1): 30-89 days......... 12 $293 0.86% 37 $ 905 2.65% 45 $ 993 3.64% 90 days and over... 11 279 0.81 18 562 1.65 14 359 1.32 -- ---- ---- -- ------ ---- -- ------- ---- Total delinquent loans......... 23 $572(2) 1.67% 55 $1,467 4.30% 59 $ 1,352 4.96% == ==== ==== == ====== ==== == ======= ====
(1) The number of days a loan is delinquent is measured from the day the payment was due under the terms of the loan agreement. (2) Of such amount, $533,000 consists of residential real estate loans and $39,000 consists of nonresidential real estate and consumer loans. Classified assets. The Bank's Asset Classification Policy provides for the classification of loans and other assets such as debt and equity securities considered to be of lesser quality as "substandard," "doubtful" or "loss" assets. An asset is considered "substandard" if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. "Substandard" assets include those characterized by the "distinct possibility" that the institution will sustain "some loss" if the deficiencies are not corrected. Assets classified as "doubtful" have all of the weaknesses inherent in those classified "substandard," with the added characteristic that the weaknesses present make "collection or liquidation in full," on the basis of currently existing facts, conditions, and values "highly questionable and improbable." Assets classified as "loss" are those considered "uncollectible" and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted. Assets which do not currently expose the insured institution to sufficient risk to warrant classification in one of the aforementioned categories but do possess weaknesses are required to be designated "special mention" by management. An insured institution is required to establish general allowances for loan losses in an amount deemed prudent by management for loans classified substandard or doubtful, as well as for other problem loans. General allowances represent loss allowances which have been established to recognize the inherent risk associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets. When an insured institution classifies problem assets as "loss," it is required either to establish a specific allowance for losses equal to 100% of the amount of the asset so classified or to charge off such amount. At June 30, 1998, the aggregate amount of the Bank's classified assets and of the Bank's general and specific loss allowances were as follows: At June 30, 1997 ---------------- (In thousands) Substandard loans............................... $198 Doubtful loans.................................. --- Loss loans...................................... --- Special mention loans........................... 374 ----- Total classified loans....................... $ 572 ===== General loss allowances......................... $ 319 Specific loss allowances........................ 1 ----- Total allowances............................. $ 320 ===== The Company regularly reviews its loan portfolio to determine whether any loans require classification in accordance with applicable regulations. Not all of the Company's classifed assets constitute non-performing assets. Allowance for Loan Losses The allowance for loan losses is maintained through the provision for loan losses, which is charged to earnings. The provision for loan losses is determined in conjunction with management's review and evaluation of current economic conditions (including those of the Bank's lending area), changes in the character and size of the loan portfolio, loan delinquencies (current status as well as past and anticipated trends) and adequacy of collateral securing loan delinquencies, historical and estimated net charge-offs, and other pertinent information derived from a review of the loan portfolio. In management's opinion, the Bank's allowance for loan losses is adequate to absorb anticipated future losses from loans at June 30, 1997. However, there can be no assurance that regulators, when reviewing the Bank's loan portfolio in the future, will not require increases in its allowances for loan losses or that changes in economic conditions will not adversely affect the Bank's loan portfolio. Summary of Loan Loss Experience. The following table analyzes changes in the allowance for loan losses during the past five (5) one-year periods ended June 30, 1998.
Year Ended June 30, ------------------------------------------------------------------- 1998 1997 1996 1995 1994 ---- ---- ---- ---- ---- (Dollars in thousands) Balance of allowance at beginning of period................................ $231 $150 $ 57 $ 26 $ 12 ---- ---- ---- ---- ---- Less charge offs: Mortgage loans.............................. (6) --- --- --- --- Consumer loans.............................. (7) (4) (1) (6) (1) Add recoveries: Mortgage loans.............................. --- --- --- --- --- Consumer loans.............................. --- --- --- 1 1 ---- ---- ---- ---- ---- Net (charge-offs) recoveries................ (13) (4) (1) (5) --- Provisions for losses on loans.............. 102 85 94 36 14 ---- ---- ---- ---- ---- Balance of allowance at end of period....... $320 $231 $150 $ 57 $ 26 ==== ==== ==== ==== ==== Net charge-offs to total average loans receivable for period.............. 0.04% 0.01% --- % 0.02% ---% Allowance at end of period to net loans receivable at end of period (1)............................ 0.94 0.67 0.55 0.22 0.12 Allowance to total non-performing loans at end of period................... 114.70 41.10 41.78 57.00 108.33
- -------------- (1) Total loans less net loans in process and deferred loan costs. Allocation of Allowance for Loan Losses. The following table presents an analysis of the allocation of the Bank's allowance for loan losses at the dates indicated.
At June 30, ---------------------------------------------------------------------------------- 1998 1997 1996 -------------------- ---------------------- ---------------------- Percent Percent Percent of loans of loans of loans in each in each in each category category category of total of total of total Amount loans Amount loans Amount loans ------ ----- ------ ----- ------ ----- (Dollars in thousands) Balance at end of period applicable to: Residential......................... $ 35 56.76% $ 25 57.22% $ 18 66.12% Combo............................... 33 13.52 24 12.64 20 12.73 Nonresidential...................... 32 22.07 23 19.83 20 10.91 Multi-family........................ 12 2.62 2.82 --- 0.50 Mobile home loans................... 35 2.43 25 3.91 25 4.50 Commercial and industrial loans............................ 6 0.70 5 1.82 --- 1.27 Consumer loans...................... 19 1.90 14 1.76 27 3.97 Unallocated......................... 148 --- 115 --- 40 --- ---- ------ ---- ------ ---- ------ Total.......................... $320 100.00% $231 100.00% $150 100.00% ==== ====== ==== ====== ==== ======
Investments and FHLB Stock The Company's investment portfolio (excluding mortgage-backed securities) consists of U.S. government agency and treasury securities, equity securities and Federal Home Loan Bank ("FHLB") stock. At June 30, 1998, approximately $1.9 million, or 4.5% of the Company's total assets, consisted of such investments. All of the Company's securities, except for FHLB stock, were classified as available for sale at June 30, 1998. The following table sets forth the amortized cost and fair value of the Company's investments at the dates indicated.
At June 30, --------------------------------------------------------------- 1998 1997 1996 ------------------- ------------------- ------------------- Amortized Fair Amortized Fair Amortized Fair Cost Value Cost Value Cost Value ---- ----- ---- ----- ---- ----- (In thousands) Securities available for sale (1): Federal agencies......................... $100 $103 $ 925 $931 $1,100 $1,105 State and municipal...................... --- --- --- --- 678 677 Marketable equity securities............. 1,320 1,272 344 378 --- --- ------ ------ ------ ------ ------ ------ Total securities available for sale................... 1,420 1,375 1,269 1,309 1,778 1,782 ------ ------ ------ ------ ------ ------ Securities held to maturity: Federal agencies......................... --- --- --- --- --- --- State and municipal...................... --- --- --- --- --- --- ------ ------ ------ ------ ------ ------ Total securities held to maturity..................... --- --- --- --- --- --- ------ ------ ------ ------ ------ ------ FHLB stock (2).............................. 500 500 500 500 360 360 ------ ------ ------ ------ ------ ------ Total investments...................... $1,920 $1,875 $1,769 $1,809 $2,138 $2,142 ====== ====== ====== ====== ====== ======
(1) In accordance with SFAS No. 115, securities available for sale are recorded at fair value in the financial statements. (2) Fair value approximates carrying value. The following table sets forth investment securities excluding FHLB stock and marketable equity securities which mature during each of the periods indicated and the weighted average yields for each range of maturities at June 30, 1998.
Amount at June 30, 1998, which matures in ---------------------------------------------------------------- One Year One to or Less Five Years ------------------------- -------------------------- Weighted Weighted Amortized Average Amortized Average Cost Yield Cost Yield --------- -------- --------- -------- (Dollars in thousands) Securities available for sale : Federal agencies..................... $ --- ---% $100 7.84% Treasuries........................... --- --- --- --- ----- ---- ---- ---- Total investments.................. $ --- ---% $100 7.84% ===== ==== ==== ====
Sources of Funds General. Deposits have traditionally been the Bank's primary source of funds for use in lending and investment activities. In addition to deposits, the Bank derives funds from scheduled loan payments, loan prepayments, retained earnings and income on earning assets. While scheduled loan payments and income on earning assets are relatively stable sources of funds, deposit inflows and outflows can vary widely and are influenced by prevailing interest rates, market conditions and levels of competition. Borrowings from the FHLB of Indianapolis may be used in the short-term to compensate for reductions in deposits or deposit inflows at less than projected levels. Deposits. Deposits are attracted, principally from within Owen County, through the offering of a broad selection of deposit instruments including fixed-rate certificates of deposit, NOW and other transaction accounts, and savings accounts. Substantially all of the Bank's depositors are residents of Owen County and the five surrounding counties of Putnam, Clay, Greene, Monroe and Morgan. Deposit account terms vary, with the principal differences being the minimum balance required, the amount of time the funds remain on deposit and the interest rate. The Bank does not pay a fee for any deposits it receives. Interest rates paid, maturity terms, service fees and withdrawal penalties are established by the Bank on a periodic basis. Determination of rates and terms are predicated on funds acquisition and liquidity requirements, rates paid by competitors, growth goals, and applicable regulations. The Bank relies, in part, on customer service and long-standing relationships with customers to attract and retain its deposits, but also closely prices its deposits in relation to rates offered by its competitors. The flow of deposits is influenced significantly by general economic conditions, changes in money market and prevailing interest rates and competition. The variety of deposit accounts offered by the Bank has allowed it to be competitive in obtaining funds and to respond with flexibility to changes in consumer demand. The Bank has become more susceptible to short-term fluctuations in deposit flows as customers have become more interest rate conscious. The Bank manages the pricing of its deposits in keeping with its asset/liability management and profitability objectives. Based on its experience, the Bank believes that its passbook, NOW and non-interest-bearing checking accounts are relatively stable sources of deposits. However, the ability of the Bank to attract and maintain certificates of deposit, and the rates paid on these deposits, have been and will continue to be significantly affected by market conditions. An analysis of the Bank deposit accounts by type, maturity, and rate at June 30, 1998, is as follows:
Minimum Balance at Weighted Opening June 30, % of Average Type of Account Balance 1998 Deposits Rate - --------------- ---------------------------------------------------------- (Dollars in thousands) Withdrawable: Savings accounts.................................. $ 10 $ 3,271 12.27% 3.03% Money market accounts............................. 5,000 1,512 5.67 3.75 NOW and other transaction accounts................ 50 2,810 10.54 2.78 ------- ------ Total withdrawable.............................. 7,593 28.48 3.08 ------- ------ Certificates (original terms): 91 days........................................... 1,000 132 0.50 4.47 6 months.......................................... 1,000 709 2.67 5.05 12 months......................................... 1,000 7,191 26.98 5.61 24 months......................................... 1,000 2,364 8.87 5.93 30 months......................................... 1,000 2,823 10.59 5.97 36 months......................................... 1,000 405 1.52 6.16 48 months......................................... 1,000 721 2.71 5.69 60 months......................................... 1,000 4,626 17.36 5.98 IRAs (orginal terms): 12 months......................................... 1,000 72 0.27 5.40 36 months......................................... 1,000 7 0.03 5.50 60 months......................................... 1,000 6 0.02 5.75 ------- ------ Total certificates and IRAs..................... 19,056 71.52 5.78 ------- ------ Total deposits.................................. $26,649 100.00% 5.01% ======= ======
The following table sets forth by various interest rate categories the composition of time deposits of the Bank's at the dates indicated: Year Ended June 30, ------------------------------------------ 1998 1997 1996 ------- ------- ------- (In thousands) 4.00% and under.... $ 65 $ 55 $ 276 4.01 - 6.00 %...... 14,971 14,174 13,402 6.01 - 8.00%....... 4,020 5,304 4,968 ------- ------- ------- Total ............ $19,056 $19,533 $18,646 ======= ======= ======= The following table represents, by various interest rate categories, the amounts of time deposits maturing during each of the three years following June 30, 1998, and the total amount maturing thereafter. Matured certificates which have not been renewed as of June 30, 1998, have been allocated based upon certain rollover assumptions:
Amounts At June 30, 1998, Maturing in One Year Two Three Greater Than or Less Years Years Three Years ------- ----- ----- ----------- (In thousands) 4.00% and under......... $ 65 $ --- $ --- $ --- 4.01 - 6.00 %........... 10,501 2,729 655 1,086 6.01-8.00%.............. 1,099 2,231 172 518 ------- ------ ------ ------ Total ................. $11,665 $4,960 $ 827 $1,604 ======= ====== ====== ======
The following table indicates the amount of the Bank's certificates of deposit of $100,000 or more by time remaining until maturity as of June 30, 1998. Maturity (In thousands) -------- -------------- Three months or less.............................. $ 773 Greater than three months through six months........................... 100 Greater than six months through twelve months........................ 1,219 Over twelve months................................ 1,227 ------ Total........................................ $3,319 ====== The following table sets forth the dollar amount of savings deposits in the various types of deposits programs offered by the Bank at the dates indicated, and the amount of increase or decrease in such deposits as compared to the previous period.
Deposit Activity --------------------------------------------------------------------------- Increase Increase (Decrease) (Decrease) Balance at from Balance at from Balance at June 30, % of June 30, June 30, % of June 30, June 30, % of 1998 Deposits 1997 1997 Deposits 1996 1996 Deposits ---- -------- ---- ---- -------- ---- ---- -------- (Dollars in thousands) Withdrawable: Savings accounts................... $3,271 12.28% 329 $2,942 11.25% $(4,742)$ 7,684 26.75% Money market accounts.............. 1,512 5.67 (705) 2,217 8.48 2,217 --- --- NOW accounts....................... 2,810 10.54 1,345 1,465 5.60 (931) 2,396 8.34 ------- ------ ---- ------- ------ ------ ------- ------ Total withdrawable............... 7,593 28.49 969 6,624 25.33 (3,456) 10,080 35.09 Certificates (original terms): 91 days............................ 132 0.50 (24) 156 0.60 24 132 0.46 6 months........................... 709 2.66 45 664 2.54 (94) 758 2.64 12 months.......................... 7,191 26.98 720 6,471 24.74 (1,553) 8,023 27.93 24 months.......................... 2,364 8.87 (892) 3,256 12.43 694 2,562 8.92 30 months.......................... 2,823 10.59 (207) 3,030 11.58 1,536 1,494 5.20 36 months.......................... 405 1.52 (101) 506 1.93 169 337 1.17 48 months.......................... 721 2.71 (94) 815 3.12 (240) 1,055 3.67 60 months.......................... 4,626 17.36 12 4,614 17.64 329 4,285 14.92 IRAs (original terms): 12 months.......................... 72 0.27 65 7 0.03 7 --- --- 36 months.......................... 7 0.03 --- 7 0.03 7 --- --- 60 months.......................... 6 0.02 (1) 7 0.03 7 --- --- ------- ------ ---- ------- ------ ------ ------- ------ Total certificates and IRAs...... 19,056 71.51 (477) 19,533 74.67 886 18,646 64.91 ------- ------ ---- ------- ------ ------ ------- ------ Total deposits................. $26,649 100.00% $492 $26,157 100.00% (2,570) $28,726 100.00% ======= ====== ==== ======= ====== ====== ======= ======
During fiscal year 1997, the Bank began offering to its customers a new deposit product called the "Money Management Account." The Money Management Account is similar to a money market checking account, but customers do not have check writing privileges. Funds may be transferred from non-interest-bearing accounts or interest-bearing accounts paying lower rates into the Money Management Account. Funds may also be transferred from the Money Management Account into other accounts at the Bank when such funds are needed by the customer. The number of fund transfers per month is limited by the Bank, and the Money Management Account has a minimum required balance of $5,000. The Bank also began offering individual retirement account ("IRA") certificates of deposit during fiscal year 1997. Borrowings. The Bank focuses on generating loans by utilizing the best source of funding from deposits, investments or borrowings. At June 30, 1998, the Bank had $8.2 million in borrowings from the FHLB of Indianapolis which mature on various dates primarily during the years 2000 through 2005 and have interest rates ranging from 5.90% to 6.86%. The Bank does not anticipate any difficulty in obtaining advances appropriate to meet its requirements in the future. The Bank had $22.7 million in eligible assets available as collateral for advances from the FHLB of Indianapolis as of June 30, 1998. Based on the Bank's blanket collateral agreements, advances from the FHLB of Indianapolis must be collateralized by 170% of eligible assets. Therefore, the Bank's eligible collateral would have supported approximately $13.3 million in advances from the FHLB of Indianapolis as of June 30, 1998. However, the Bank's Board of Directors has by resolution limited the amount of authorized borrowings to $13.0 million at June 30, 1998. The following table presents certain information relating to the Bank's FHLB borrowings for the years ended June 30, 1998, 1997 and 1996. At or for the Year Ended June 30, ------------------------------------- 1998 1997 1996 ------ -------- ------ (Dollars in thousands) FHLB Advances: Average balance outstanding........ $8,592 $ 7,725 $5,043 Maximum amount outstanding at any month-end during the period...... 10,000 10,000 7,200 Weighted average interest rate during the period................ 6.16% 6.30% 6.21% Weighted average interest rate at end of period................. 6.01% 6.29% 6.08% Service Corporation Subsidiary BSF, Inc., the Bank's service corporation subsidiary ("BSF"), was organized in 1989 and has historically engaged in the purchasing and developing of large tracts of real estate. After land was acquired, BSF subdivided the real estate into lots, made improvements such as streets and sold individual lots, usually on contract. Each subdivision has separate restrictive covenants, but most permit mobile or modular homes. Each of BSF's subdivisions is described in detail below. On April 6, 1989, BSF purchased the 128 acre 10 O'Clock Line subdivision in Owen County for $110,000. The purchase was funded by a capital infusion from the Bank. At that time, the appraised value of the land was $180,000. The property was divided into 19 separate tracts and sold on contract to buyers. The actual selling price per acre of tracts sold was slightly higher than the original predicted selling price. The total sales price for all tracts of land was over $300,000. On May 21, 1991, BFS purchased a 215 acre tract of heavily wooded land in Greene County, Indiana, now known as the Greene Woods subdivision, for $92,500. BSF divided this tract into sixteen parcels, all of which had been sold on contract at June 30, 1996, and built one large lake and three small lakes in this subdivision. As of June 30, 1998, eleven of the Greene Woods contracts had been paid in full, and title to the corresponding parcels had been transferred to the purchasers. The aggregate sales price for the sixteen parcels in the Greene Woods subdivision was $257,605. On May 8, 1992, BFS purchased approximately 60 acres of land now known as the Watkins Farm subdivision for $32,000. This property is also located in Greene County, Indiana. Prior to dividing this parcel into the three existing tracts of land, BSF cleared and sold approximately $26,000 of timber. As of June 30, 1998, BSF had sold two of these tracts for cash and the other tract on contract. The aggregate sales price for these three parcels totalled $86,157. On May 21, 1993, BSF purchased approximately 16 acres of land in Owen County for $58,500. BSF divided this property, now known as the County Line East, subdivision, into sixteen separate parcels and installed underground power, telephone, cable television and water lines. As of June 30, 1998, 15 parcels had been sold for an aggregate sales price of $366,757. The total remaining investment in County Line East was approximately $8,000 as of June 30, 1998. On November 29, 1993, BSF purchased approximately thirty acres of land located in Owen County for $20,359. This land, now known as the Coon Path subdivision, was divided into ten separate tracts of land, [three of which remained unsold at June 30, 1998. The aggregate sales price for the seven (7) parcels which had been sold at June 30, 1998 totaled $73,850. At June 30, 1998, BSF's total investment in the Coon Path subdivision was approximately $13,000. On February 6, 1992, BSF purchased four contracts with an aggregate balance of $123,875 from an Owen County couple for a discounted principal amount of $87,500. At June 30, 1998, only one of such contracts remained outstanding. BSF also held a second contract at June 30, 1998, which was purchased from a probate estate in 1992. BSF, from time to time, keeps a number of its tracts for mobile home repossession. BSF purchases repossessed mobile homes from the Bank at book value. The mobile homes are then placed on the vacant tracts of land and sold by BSF, thereby protecting the Bank from related losses. Currently, the Bank has no mobile homes on lots waiting for sale. BSF pays the Bank rent of $500 per month for the use of its facilities and management and staff support. The operations of BSF are managed by the Bank's and the Holding Company's Chairman, Frank R. Stewart. All of the Bank's directors serve as directors of BSF, and BSF's executive officers are as follows: Frank R. Stewart President Robert W. Raper Vice President Charles W. Chambers Secretary and Treasurer In connection with the Bank's conversion to an Indiana stock savings bank, the FDIC required the Bank to (i) immediately cease BSF's land acquisitions, (ii) divest BSF's non-conforming real estate holdings within five years (or by November 16, 2000), provided, however, the Bank is not precluded from requesting an extension of the divestiture period, and (iii) maintain capital at levels sufficient to classify the Bank as a well-capitalized institution. The FDIC's authorization for the Bank and BSF to undertake the required divestiture of BSF's non-conforming real estate holdings over a five-year period is conditioned on, among other things, BSF continuing to be satisfactorily capitalized and operated separately for the Bank, and the Bank and BSF complying with Sections 23A and 23B of the Federal Reserve Act in connection with future transactions between the Bank and BSF. BSF is currently completing the divestiture of its real estate holdings. It is anticipated that this divestiture will be accomplished through the sale of the parcels to BSF's contract purchasers who will obtain mortgage loans from the Bank to facilitate their purchase of the parcels. As parcels are purchased by BSF's contract purchasers, BSF and such purchasers will terminate the corresponding land contracts. The Bank currently anticipates that all non-conforming real estate will be sold prior to November 16, 2000 as required by the FDIC. At June 30, 1998, the Bank's aggregate investment in BSF was $439,000. The consolidated statements of income of the Bank and its subsidiary included elsewhere herein include the operations of BSF. All significant intercompany balances and transactions have been eliminated in the consolidation. The following are condensed balance sheets for BSF at June 30, 1998, 1997 and 1996, and a condensed income statement for BSF for the years ended June 30, 1998, 1997 and 1996. Condensed Balance Sheet June 30, 1998 1997 1996 ---- ---- ---- (In thousands) Assets: Cash ......................................... $ 14 $ 29 $ 42 Investment securities ........................ 85 -- -- Loans, net ................................... 329 370 457 Land acquired for development ................ 21 21 172 ---- ---- ---- Total assets ............................. $449 $420 $671 ==== ==== ==== Liabilities: Other borrowings ............................. $ -- $ -- $ -- Other liabilities ............................ 10 3 16 ---- ---- ---- Total liabilities ........................ 10 3 16 Equity Capital .................................. 439 417 655 ---- ---- ---- Total liabilities and equity capital ......................... $449 $420 $671 ==== ==== ==== Condensed Income Statement June 30, 1998 1997 1996 ---- ---- ---- (In thousands) Interest income ................................... $39 $44 $84 Interest expense .................................. -- -- 1 --- --- --- Net interest income ............................ 39 44 83 --- --- --- Income from sale of real estate ................... 7 31 57 --- --- --- Non-interest expense: Salaries and employee benefits ................. 4 4 4 Printing and office supplies ................... -- 6 8 Management fees ................................ -- -- 23 Other expenses ................................. 7 8 7 --- --- --- Total non-interest expense ................. 11 18 42 --- --- --- Income before income tax .......................... 35 57 98 Income tax expense ............................. 14 22 39 --- --- --- Net income ................................. $21 $35 $59 === === === Employees As of June 30, 1998, the Company employed 20 persons on a full-time basis and three persons on a part-time basis. None of the Company's employees is represented by a collective bargaining group. Management considers its employee relations to be excellent. The Company's employee benefits for full-time employees include, among other things, a Pentegra (formerly known as Financial Institutions Retirement Fund) defined benefit pension plan ("Pension Plan"), a Pentegra thrift plan, and major medical, dental, and short-term and long-term disability insurance. As part of the conversion to stock form, the Company established the Employee Stock Ownership Plan and Trust ("ESOP") and the Management Recognition and Retention Plan and Trust ("RRP"). In October, 1997, the shareholders approved the Stock Option Plan. The ESOP, RRP and the Stock Option Plan are employee benefit plans designed to provide directors and employees of the Bank and the Holding Company with ownership interest in the Company. Employee benefits are considered by management to be competitive with those offered by other financial institutions and major employers in the Bank's area. COMPETITION The Bank originates most of its loans to and accepts most of its deposits from residents of Owen County, Indiana. The Bank is the oldest continuously operating financial institution headquartered in Owen County, Indiana. The Bank is subject to competition from various financial institutions, including state and national banks, state and federal savings institutions, credit unions, and certain non-banking consumer lenders, and other companies or firms, including brokerage houses and mortgage brokers that provide similar services in Owen County. The Bank also competes with money market funds with respect to deposit accounts and with insurance companies with respect to individual retirement accounts. Under current law, bank holding companies may acquire savings associations. Savings associations may also acquire banks under federal law. To date, several bank holding company acquisitions of savings associations in Indiana have been completed. Affiliations between banks and healthy savings associations based in Indiana may also increase the competition faced by the Company. In addition, The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the "Riegle-Neal Act") permits bank holding companies to acquire banks in other states and, with state consent to certain limitations, allows banks to acquire out-of-state branches either through merger or de novo expansion. The State of Indiana recently passed a law establishing interstate branching provisions for Indiana state chartered banks consistent with those established by the Riegle-Neal Act (the "Indiana Branching Law"). The Indiana Branching Law authorizes Indiana banks to branch interstate by merger or de novo expansion and authorizes out-of-state banks meeting certain requirements to branch into Indiana by merger or de novo expansion. The Indiana Branching Law became effective March 15, 1996, provided that interstate mergers and de novo branches are not permitted to out of state banks unless the laws of their home states permit Indiana banks to merge or establish de novo branches on a reciprocal basis. This new legislation may also result in increased competition for the Company. Because of recent changes in federal law, interstate acquisitions of banks are less restricted than they were under prior law. Savings associations have certain powers to acquire savings associations based in other states, and Indiana law expressly permits reciprocal acquisition of Indiana savings associations. In addition, Federal savings associations are permitted to branch on an interstate basis. See "Regulation--Acquisitions or Dispositions and Branching." The primary factors in competing for deposits are interest rates and convenience of office locations. The Bank competes for loan originations primarily through the efficiency and quality of services it provides borrowers and through interest rates and loan fees it charges. Competition is affected by, among other things, the general availability of lendable funds, general and local economic conditions, current interest rate levels, and other factors which are not readily predictable. REGULATION Bank Holding Company Regulation The Holding Company is registered as a bank holding company, and is subject to the regulations of the FRB under the Bank Holding Company Act of 1956, as amended ("BHCA"). Bank holding companies are required to file periodic reports with, and are subject to periodic examination by, the FRB. The FRB has issued regulations under the BHCA requiring a bank holding company to serve as a source of financial and managerial strength to its subsidiary banks. It is the policy of the FRB that, pursuant to this requirement, a bank holding company should stand ready to use its resources to provide adequate capital funds to its subsidiary banks during periods of financial stress or adversity. Additionally, under the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FedICIA"), a bank holding company is required to guarantee the compliance of any insured depository institution subsidiary that may become "undercapitalized" (as defined in the statute) with the terms of any capital restoration plan filed by such subsidiary with its appropriate federal banking agency up to the lesser of (i) an amount equal to 5% of the institution's total assets at the time the institution became undercapitalized; or (ii) the amount that is necessary (or would have been necessary) to bring the institution into compliance with all applicable capital standards as of the time the institution fails to comply with such capital restoration plan. Under the BHCA, the FRB has the authority to require a bank holding company to terminate any activity or relinquish control of a nonbank subsidiary (other than a nonbank subsidiary of a bank) upon the FRB's determination that such activity or control constitutes a serious risk to the financial soundness and stability of any bank subsidiary of the bank holding company. The Holding Company is prohibited by the BHCA from acquiring direct or indirect control of more than 5% of the outstanding shares of any class of voting stock or substantially all of the assets of any bank or merging or consolidating with another bank holding company without prior approval of the FRB. Additionally, the Holding Company is prohibited by the BHCA from engaging in or from acquiring ownership or control of more than 5% of the outstanding shares of any class of voting stock of any company engaged in a nonbanking business unless such business is determined by the FRB to be so closely related to banking as to be a proper incident thereto. The U.S. House of Representatives recently approved a bill (H.R. 10) which includes a provision that would generally relax these ownership restrictions for bank holding companies. If this provision were to become law, the Holding Company would be permitted to engage in activities and to acquire equity interests in companies that are prohibited under current law. There can be no assurance that such bill will become law and it is uncertain what effect such a law would have on the industry or the Holding Company. Capital Adequacy Guidelines for Bank Holding Companies The FRB is the federal regulatory and examining authority for bank holding companies. The FRB has adopted capital adequacy guidelines for bank holding companies. Bank holding companies are required to comply with the FRB's risk-based capital guidelines which require a minimum ratio of total capital to risk-weighted assets (including certain off-balance sheet activities such as standby letters of credit) of 8%. At least half of the total required capital must be "Tier I capital," consisting principally of common stockholders' equity, qualifying noncumulative perpetual preferred stock, qualifying cumulative perpetual preferred stock and minority interests in the equity accounts of consolidated subsidiaries, less goodwill and certain intangible items. The remainder ("Tier II capital") may consist of a limited amount of subordinated debt and intermediate-term preferred stock, certain hybrid capital instruments and other debt securities, perpetual preferred stock, and a limited amount of the general loan loss allowance. In addition to the risk-based capital guidelines, the FRB has adopted a Tier I (leverage) capital ratio under which the bank holding company must maintain a minimum level of Tier I capital to average total consolidated assets of 3% in the case of bank holding companies which have the highest regulatory examination ratings and are not contemplating significant growth or expansion. All other bank holding companies are expected to maintain a ratio of at least 1% to 2% above the stated minimum. Bank Regulation The Bank is organized under the laws of the State of Indiana and as such is subject to the supervision of the Department of Financial Institutions ("DFI"), whose examiners conduct periodic examinations of state banks. In 1994, the Bank converted from a federal savings bank to an Indiana savings bank. Prior to such conversion, it was subject to regulation at the federal level primarily by the Office of Thrift Supervision ("OTS"). The Bank is not a member of the Federal Reserve System, so its principal federal regulator is the FDIC, which also conducts periodic examinations of the Bank. The Bank's deposits continue to be insured by the SAIF administered by the FDIC and are subject to FDIC's rules and regulations respecting the insurance of deposits. See "-- Insurance of Deposits". Both federal and state law extensively regulate various aspects of the banking business such as reserve requirements, truth-in-lending and truth-in-savings disclosure, equal credit opportunity, fair credit reporting, trading in securities and other aspects of banking operations. Current federal law also requires banks, among other things, to make deposited funds available within specified time periods. Insured state-chartered banks are prohibited under FedICIA from engaging as principal in activities that are not permitted for national banks, unless: (i) the FDIC determines that the activity would pose no significant risk to the appropriate deposit insurance fund; and (ii) the bank is, and continues to be, in compliance with all applicable capital standards. As a result of its conversion to an Indiana savings bank, the Bank is required to cease the real estate development operations and divest the non-conforming real estate holdings of BSF. See "Business -- Service Corporation Subsidiary." Federal Home Loan Bank System The Bank is a member of the FHLB System, which consists of 12 regional banks. The FHFB, independent agency, controls the FHLB System including the FHLB of Indianapolis. The FHLB System provides a central credit facility primarily for member savings and loan associations and savings banks and other member financial institutions. The Bank is required to hold shares of capital stock in the FHLB of Indianapolis in an amount at least equal to the greater of 1% of the aggregate principal amount of its unpaid residential mortgage loans, home purchase contracts and similar obligations at the end of each calendar year, 0.3% of its assets or 1/20 (or such greater fraction established by the FHLB) of outstanding FHLB advances, commitments, lines of credit and letters of credit. The Bank is currently in compliance with this requirement. At June 30, 1998, the Bank's investment in stock of the FHLB of Indianapolis was $500,000. In past years, the Bank has received dividends on its FHLB stock. All 12 FHLBs are required by law to provide funds for the resolution of troubled savings associations and to establish affordable housing programs through direct loans or interest subsidies on advances to members to be used for lending at subsidized interest rates for low- and moderate-income, owner-occupied housing projects, affordable rental housing, and certain other community projects. These contributions and obligations could adversely affect the FHLB's ability to pay dividends and the value of FHLB stock in the future. For the year ended June 30, 1998, dividends paid to the Bank by the FHLB of Indianapolis totaled $40,000, for an annual rate of 8.06%. The FHLB of Indianapolis serves as a reserve or central bank for member institutions within its assigned region. It is funded primarily from proceeds derived from the sale of consolidated obligations of the FHLB System. It makes advances to members in accordance with policies and procedures established by the FHFB and the Board of Directors of the FHLB of Indianapolis. All FHLB advances must be fully secured by sufficient collateral as determined by the FHLB. Current law prescribes eligible collateral as first mortgage loans less than 90 days delinquent or securities evidencing interests therein, securities (including mortgage-backed securities) issued, insured or guaranteed by the federal government or any agency thereof, FHLB deposits and, to a limited extent, real estate with readily ascertainable value in which a perfected security interest may be obtained. Other forms of collateral may be accepted as over collateralization or, under certain circumstances, to renew outstanding advances. All long-term advances are required to provide funds for residential home financing and the FHLB has established standards of community service that members must meet to maintain access to long-term advances. Interest rates charged for advances vary depending upon maturity, the cost of funds to the FHLB of Indianapolis and the purpose of the borrowing. Insurance of Deposits The FDIC is an independent federal agency that insures the deposits, up to prescribed statutory limits, of banks and thrifts and safeguards the safety and soundness of the banking and thrift industries. The FDIC administers two separate insurance funds, the Bank Insurance Fund ("BIF") for commercial banks and state savings banks and the SAIF for savings associations and banks that have acquired deposits from savings associations. The FDIC is required to maintain designated levels of reserves in each fund. Currently, thrifts may convert from one insurance fund to the other upon payment of certain exit and entrance fees. Such fees need not be paid if a SAIF member converts to a bank charter or merges with a bank, as long as the resulting bank continues to pay the applicable insurance assessments to the SAIF during such period and as long as certain other conditions are met. Consequently, although the Bank converted to a state savings bank in 1994, the Bank's deposits continue to be insured by the SAIF. The FDIC is authorized to establish separate annual assessment rates for deposit insurance for members of the BIF and members of the SAIF. The FDIC may increase assessment rates for either fund if necessary to restore the fund's ratio of reserves to insured deposits to the target level within a reasonable time and may decrease such rates if such target level has been met. The FDIC has established a risk-based assessment system for both SAIF and BIF members. Under this system, assessments vary depending on the risk the institution poses to its deposit insurance fund. Such risk level is determined based on the institution's capital level and the FDIC's level of supervisory concern about the institution. For the first six months of 1995, the assessment schedule for BIF members and SAIF members ranged from .23% to .31% of deposits. As is the case with the SAIF, the FDIC is authorized to adjust the insurance premium rates for banks that are insured by the BIF of the FDIC in order to maintain the reserve ratio of the BIF at 1.25% of BIF-insured deposits. As a result of the BIF reaching its statutory reserve ratio, the FDIC in 1995 revised the premium schedule for BIF insured institutions to provide a range of .04% to .31% of deposits. The revisions became effective in the third quarter of 1995. At that time, healthy BIF-insured banks paid premiums of approximately $.04 per $100 in deposits compared to $.23 per $100 in deposits paid by healthy SAIF-insured institutions. The BIF rates were further revised, effective January 1996, to provide a range of 0% to .27%, eliminating insurance premiums for healthy BIF-insured banks. The SAIF rates, however, were not adjusted. At the time the FDIC revised the BIF premium schedule, it noted that, absent legislative action (as discussed below), the SAIF would not attain its designated reserve ratio until the year 2002. As a result, SAIF-insured members would continue to be generally subject to higher deposit insurance premiums than BIF-insured institutions until, all things being equal, the SAIF attained its required reserve ratio of 1.25% of BIF-insured deposits. In order to eliminate this disparity and any competitive disadvantage between BIF and SAIF member institutions with respect to deposit insurance premiums, legislation to recapitalize the SAIF was enacted in September 1996. The legislation provided for a one time assessment to be imposed on all deposits assessed at the SAIF rates, as of March 31, 1995, in order to recapitalize the SAIF. It also provided for the merger of the BIF and the SAIF on January 1, 1999, if no savings associations then exist. The special assessment rate was established by the FDIC at .657% of deposits, and the resulting assessment of $142,000 before taxes on the Bank was paid in November, 1996. This special assessment significantly increased noninterest expense and adversely affected the Holding Company's results of operations for the three months ended December 31, 1996. As a result of the special assessment, the Bank's deposit insurance premiums were reduced to $.06 per $100 in deposits upon its current risk classification and the new assessment schedule for SAIF-insured institutions. These premiums are subject to change in future periods. Prior to the enactment of the legislation, a portion of the SAIF assessment imposed on savings associations was used to repay obligations issued by a federally chartered corporation to provide financing for resolving the thrift crisis in the 1980s. Although the FDIC has equalized the SAIF assessment schedule with the BIF assessment schedule, SAIF-insured institutions remain subject to a Financing Corporation ("FICO") assessment as a result of this continuing obligation. Although the legislation also now requires assessments to be made on BIF-assessable deposits for this purpose, effective January 1, 1997, that assessment is limited to 20% of the rate imposed on SAIF assessable deposits until the earlier of September 30, 1999, or when no savings association continues to exist, thereby imposing a greater burden on SAIF member institutions such as the Bank. Thereafter, however, assessments on BIF-member institutions are expected to be made on the same basis as SAIF-member institutions. Regulatory Capital The FDIC has adopted risk-based capital ratio guidelines to which the Bank generally is subject. The guidelines establish a systematic analytical framework that makes regulatory capital requirements more sensitive to differences in risk profiles among banking organizations. Risk-based capital ratios are determined by allocating assets and specified off-balance sheet commitments to four risk weighted categories, with higher levels of capital being required for the categories perceived as representing greater risk. Like the capital guidelines established by the FRB for the Holding Company, these guidelines divide a bank's capital into two tiers. The first tier ("Tier I") includes common equity, non-cumulative perpetual preferred stock, including any related surplus, and minority interests in equity accounts of consolidated subsidiaries, less goodwill and certain other intangible assets (except mortgage servicing rights and purchased credit card relationships, subject to certain limitations). Supplementary ("Tier II") capital includes, among other items, cumulative perpetual and long-term preferred stock, mandatory convertible securities, certain hybrid capital instruments, term subordinated debt and the allowance for loan and lease losses, subject to certain limitations, less required deductions. Banks are required to maintain a total risk-based capital ratio of 8%, of which 4% must be Tier I capital. The FDIC may, however, set higher capital requirements when a bank's particular circumstances warrant. Banks experiencing or anticipating significant growth are expected to maintain capital ratios, including tangible capital positions, well above the minimum levels. In addition, the FDIC established guidelines prescribing a minimum Tier I leverage ratio (Tier I capital to adjusted total assets as specified in the guidelines). These guidelines provide for a minimum Tier I leverage ratio of 3% for banks that meet certain specified criteria, including that they have the highest regulatory rating and are not experiencing or anticipating significant growth. All other banks are required to maintain a Tier I leverage ratio of 3% plus an additional cushion of at least 100 to 200 basis points. In connection with the Bank's conversion to a state savings bank, the FDIC imposed heightened capital requirements on the Bank because of the impermissible real estate development activities of BSF, the Bank's subsidiary. The FDIC currently requires that the Bank maintain capital (after deduction of its investment in BSF) at levels sufficient for the Bank to be classified as a well-capitalized institution (i.e., total risk-based capital ratio of 10% or greater, Tier I risk-based capital ratio of 6% or greater, and leverage capital ratio of 5% or greater). The Bank currently exceeds its heightened capital requirements. Prompt Corrective Regulatory Action FedICIA requires, among other things, federal bank regulatory authorities to take "prompt corrective action" with respect to banks that do not meet minimum capital requirements. For these purposes, FedICIA establishes five capital tiers: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized. At June 30, 1998, the Bank was categorized as "well capitalized." An institution is deemed to be "well capitalized" if it has a total risk-based capital ratio of 10% or greater, a Tier I risk-based capital ratio of 6% or greater, and a leverage ratio of 5% or greater, and is not subject to a regulatory order, agreement or directive to meet and maintain a specific capital level for any capital measure. An institution is deemed to be "adequately capitalized" if it has a total risk-based capital ratio of 8% or greater, a Tier I risk-based capital ratio of 4% or greater, and generally a leverage ratio 4% or greater. An institution is deemed to be "undercapitalized" if it has a total risk-based capital ratio of less than 8%, a Tier I risk-based capital ratio of less than 4%, or generally a leverage ratio of less than 4%; and (d) "significantly undercapitalized" if it has a total risk-based capital ratio of less than 6%, a Tier I risk-based capital ratio of less than 3%, or a leverage ratio of less than 3%. An institution is deemed to be "critically undercapitalized" if it has a ratio of tangible equity (as defined in the regulations) to total assets that is equal to or less than 2%. "Undercapitalized" institutions are subject to growth limitations and are required to submit a capital restoration plan. If an "undercapitalized" institution fails to submit, or fails to implement in a material respect, an acceptable plan, it is treated as if it is "significantly undercapitalized." "Significantly undercapitalized" institutions are subject to one or more of a number of requirements and restrictions, including an order by the FDIC to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets and cease receipt of deposits from correspondent banks, and restrictions on compensation of executive officers. "Critically undercapitalized" institutions may not, beginning 60 days after becoming "critically undercapitalized," make any payment of principal or interest on certain subordinated debt or extend credit for a highly leveraged transaction or enter into any transaction outside the ordinary course of business. In addition, "critically undercapitalized" institutions are subject to appointment of a receiver or conservator. Dividend Limitations Under FRB supervisory policy, a bank holding company generally should not maintain its existing rate of cash dividends on common shares unless (i) the organization's net income available to common shareholders over the past year has been sufficient to fully fund the dividends and (ii) the prospective rate of earnings retention appears consistent with the organization's capital needs, asset quality, and overall financial condition. The FDIC also has authority under the Financial Institutions Supervisory Act to prohibit a bank from paying dividends if, in its opinion, the payment of dividends would constitute an unsafe or unsound practice in light of the financial condition of the bank. Under Indiana law, the Holding Company is precluded from paying cash dividends if, after giving effect to such dividends, the Holding Company would be unable to pay its debts as they become due or the Holding Company's total assets would be less than its liabilities and obligations to preferential shareholders. In connection with the Conversion, the Bank established a liquidation account for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders. The Bank will not be permitted to pay dividends to the Holding Company if its net worth would be reduced below the amount required for the liquidation account. Under Indiana law, the Bank may pay dividends without DFI approval so long as its capital is unimpaired and those dividends in any calendar year do not exceed the net profits of the Bank for that year plus the retained net profits of the Bank for the previous two years. Dividends may not exceed undivided profits on hand (less losses, bad debts and expenses). Additional stringent regulatory requirements affecting dividend payments by the Bank, however, are established by the prompt corrective action provisions of FedICIA, which are discussed above. The Bank's capital levels currently exceed the criteria established to be designated as a "well capitalized" institution. Such institutions are required to have a total risk-based capital ratio of 10% or greater, a Tier I risk-based capital ratio of 6% or greater and a leverage ratio of 5% or greater. At June 30, 1998, the Bank's total risk-based capital, Tier I risk-based capital and leverage capital exceeded the amounts required to be designated "well capitalized" by $4.1 million, $4.7 million, and $4.2 million, respectively. Repurchase Limitations Regulations promulgated by the FRB provide that a bank holding company must file written notice with the FRB prior to any repurchase of its equity securities if the gross consideration for the purchase, when aggregated with the net consideration paid by the bank holding company for all repurchases during the preceding 12 months, is equal to 10% or more of the bank holding company's consolidated net worth. This notice requirement is not applicable, however, to a bank holding company that exceeds the thresholds established for a well capitalized bank and that satisfies certain other regulatory requirements. Under Indiana law, the Holding Company will be precluded from repurchasing its equity securities if, after giving effect to such repurchase, the Holding Company would be unable to pay its debts as they become due or the Holding Company's assets would be less than its liabilities and obligations to preferential shareholders. Loans-to-One Borrower Under Indiana law, the total loans and extension of credit by an Indiana-chartered savings bank to a borrower outstanding at one time and not fully secured may not exceed 15% of such bank's capital and unimpaired surplus. An additional amount up to 10% of the bank's capital and unimpaired surplus may be loaned to the same borrower if such loan is fully secured by readily marketable collateral having a market value, as determined by reliable and continuously available price quotations, at least equal to the amount of such additional loans outstanding. As of June 30, 1998, the largest aggregate amount of loans which the Bank had to any one borrower was approximately $898,000. The Bank had no loans outstanding which management believes violate the applicable loans-to-one borrower limits. The Company does not believe that the loans-to-one borrower limits will have a significant impact on its business, operations or earnings. Limitations on Rates Paid for Deposits Regulations promulgated by the FDIC pursuant to FedICIA place limitations on the ability of insured depository institutions to accept, renew or roll over deposits by offering rates of interest which are significantly higher than the prevailing rates of interest on deposits offered by other insured depository institutions having the same type of charter in such depository institution's normal market area. Under these regulations, "well-capitalized" depository institutions may accept, renew or roll such deposits over without restriction, "adequately capitalized" depository institutions may accept, renew or roll such deposits over with a waiver from the FDIC (subject to certain restrictions on payments of rates) and "undercapitalized" depository institutions may not accept, renew or roll such deposits over. The regulations contemplate that the definitions of "well capitalized," "adequately capitalized" and "undercapitalized" will be the same as the definition adopted by the agencies to implement the corrective action provisions of FedICIA. The Company does not believe that these regulations will have a materially adverse effect on its current operations. Federal Reserve System FRB regulations require savings associations and savings banks to maintain reserves against their transaction accounts (primarily negotiable order of withdrawal accounts) and certain nonpersonal time deposits. The reserve requirements are subject to adjustment by the FRB. As of June 30, 1998, the Bank was in compliance with the applicable reserve requirements of the FRB. Additional Limitations on Activities FDIC law and regulations generally provide that the Bank may not engage as principal in any type of activity, or in any activity in an amount, not permitted for national banks, or directly acquire or retain any equity investment of a type or in an amount not permitted for national banks. The FDIC has authority to grant exceptions from these prohibitions (other than with respect to non-service corporation equity investments) if it determines no significant risk to the insurance fund is posed by the amount of the investment or the activity to be engaged in, and if the Bank is and continues to be in compliance with fully phased-in capital standards. National banks are generally not permitted to hold equity investments other than shares of service corporations and certain federal agency securities. Moreover, the activities in which service corporations are permitted to engage are limited to those of service corporations for national banks. As a result of its conversion to an Indiana savings bank, the Bank is required to cease the real estate development operations and divest the non-conforming real estate holdings of BSF. See "Business -- Service Corporation Subsidiary." Other Indiana Regulations As an Indiana-chartered savings bank, the Bank derives its authority from, and is regulated by, the DFI. The DFI has the right to promulgate rules and regulations necessary for the supervision and regulation of Indiana-chartered savings banks under its jurisdiction and for the protection of the public investing in such institutions. The regulatory authority of the DFI includes, but is not limited to, the establishment of reserve requirements; the regulation of the payment of dividends; the regulation of stock repurchases; the regulation of incorporators, shareholders, directors, officers and employees; the establishment of permitted types of withdrawable accounts and types of contracts for savings programs, loans and investments; and the regulation of the conduct and management of savings banks, chartering and branching of institutions, mergers, conversions and conflicts of interest. The DFI generally conducts regular annual examinations of Indiana-chartered savings banks such as the Bank. The purpose of such examination is to assure that institutions are being operated in compliance with applicable Indiana law and regulations and in a safe and sound manner. In addition, the DFI is required to conduct an examination of any institution as often as it deems necessary. The DFI has the power to issue cease and desist orders if any person or institution is engaging in, or has engaged in, any unsafe or unsound practice in the conduct of its business or has or is violating any other law, rule or regulation and, as to officers and directors of an Indiana savings bank, breached his fiduciary duty as an officer or director. With the approval of the DFI, a savings bank may merge or consolidate with another savings bank, a state bank, a national bank, or a federal or state savings association. In considering whether to approve or disapprove such a merger or consolidation, the DFI is to consider the following factors: (i) whether the institutions are operated in a safe, sound and prudent manner; (ii) whether the financial conditions of any of the institutions will jeopardize the financial stability of the other institutions; (iii) whether the proposed merger or consolidation will result in an institution that has inadequate capital, unsatisfactory management or poor earnings prospects; (iv) whether the management or other principals of the resulting institution are qualified by character and financial responsibility to control and operate in a legal and proper manner the resulting institution; (v) whether the interests of the depositors and creditors of the institutions and the public generally will be jeopardized by the transaction; and (vi) whether institutions furnish all of the information the DFI requires in reaching the DFI's decision. Acquisitions of control of the Bank by a bank or bank holding company require the prior approval of the DFI. Control is defined as the power, directly or indirectly, to (i) vote 25.0% or more of the voting stock of an Indiana-chartered savings bank; or (ii) exercise a controlling influence over the management or policies of a savings bank. Safety and Soundness Standards On February 2, 1995, the federal banking agencies adopted final safety and soundness standards for all insured depository institutions. The standards, which were issued in the form of guidelines rather than regulations, relate to internal controls, information systems, internal audit systems, loan underwriting and documentation, compensation and interest rate exposure. In general, the standards are designed to assist the federal banking agencies in identifying and addressing problems at insured depository institutions before capital becomes impaired. If an institution fails to meet these standards, the appropriate federal banking agency may require the institution to submit a compliance plan. Failure to submit a compliance plan may result in enforcement proceedings. On August 27, 1996, the federal banking agencies added asset quality and earning standards to the safety and soundness guidelines. Transactions with Affiliates The Bank is subject to Sections 22(h), 23A and 23B of the Federal Reserve Act, which restrict financial transactions between banks and affiliated companies. The statute limits credit transactions between a bank and its executive officers and its affiliates, prescribes terms and conditions for bank affiliate transactions deemed to be consistent with safe and sound banking practices, and restricts the types of collateral security permitted in connection with a bank's extension of credit to an affiliate. Federal Securities Law The shares of Common Stock of the Holding Company are registered with the SEC under the 1934 Act. The Holding Company is subject to the information, proxy solicitation, insider trading restrictions and other requirements of the 1934 Act and the rules of the SEC thereunder. After the third anniversary of the Bank's conversion to stock form, if the Holding Company has fewer than 300 shareholders it may deregister its shares under the 1934 Act and cease to be subject to the foregoing requirements. Shares of Common Stock held by persons who are affiliates of the Holding Company may not be resold without registration unless sold in accordance with the resale restrictions of Rule 144 under the Securities Act of 1933, as amended (the "1933 Act"). If the Holding Company meets the current public information requirements under Rule 144, each affiliate of the Holding Company who complies with the other conditions of Rule 144 (including conditions that require the affiliate's sale to be aggregated with those of certain other persons) would be able to sell in the public market, without registration, a number of shares not to exceed, in any three-month period, the greater of (i) 1% of the outstanding shares of the Holding Company; or (ii) the average weekly volume of trading in such shares during the preceding four calendar weeks. Community Reinvestment Act Matters Federal law requires that ratings of depository institutions under the Community Reinvestment Act of 1977 ("CRA") be disclosed. The disclosure includes both a four-unit descriptive rating -- outstanding, satisfactory, unsatisfactory, and needs improvement -- and a written evaluation of each institution's performance. Each FHLB is required to establish standards of community investment or service that its members must maintain for continued access to long-term advances from the FHLBs. The standards take into account a member's performance under the CRA and its record of lending to first-time home buyers. The examiners have determined that the Bank has a satisfactory record of meeting community credit needs. TAXATION Federal Taxation Historically, savings banks have been permitted to compute bad debt deductions using either the bank experience method or the percentage of taxable income method. However, for years beginning after December 31, 1995, the Bank is not able to use the percentage of taxable income method of computing its allocable tax bad debt deduction. The Bank will be required to compute its allocable deduction using the experience method. As a result of the repeal of the percentage of taxable income method, reserves taken after 1987 using the percentage of taxable income method generally must be included in future taxable income over a six-year period, although a two-year delay may be permitted for institutions meeting a residential mortgage loan origination test. In addition, the pre-1988 reserve, in which no deferred taxes have been recorded, will not have to be recaptured into income unless (i) the Bank no longer qualifies as a bank under the Code; or (ii) excess dividends are paid out by the Bank. Depending on the composition of its items of income and expense, a savings association may be subject to the alternative minimum tax. A savings association must pay an alternative minimum tax equal to the amount (if any) by which 20% of alternative minimum taxable income ("AMTI"), as reduced by an exemption varying with AMTI, exceeds the regular tax due. AMTI equals regular taxable income increased or decreased by certain tax preferences and adjustments, including depreciation deductions in excess of that allowable for alternative minimum tax purposes, tax-exempt interest on most private activity bonds issued after August 7, 1986 (reduced by any related interest expense disallowed for regular tax purposes), the amount of the bad debt reserve deduction claimed in excess of the deduction based on the experience method and 75% of the excess of adjusted current earnings over AMTI (before this adjustment and before any alternative tax net operating loss). AMTI may be reduced only up to 90% by net operating loss carryovers, but alternative minimum tax paid can be credited against regular tax due in later years. For federal income tax purposes, the Bank has been reporting its income and expenses on the accrual method of accounting. The Bank's federal income tax returns have not been audited in recent years. State Taxation The Bank is subject to Indiana's Financial Institutions Tax ("FIT"), which is imposed at a flat rate of 8.5% on "adjusted gross income." "Adjusted gross income," for purposes of FIT, begins with taxable income as defined by Section 63 of the Code and, thus, incorporates federal tax law to the extent that it affects the computation of taxable income. Federal taxable income is then adjusted by several Indiana modifications the most notable of which is the required addback of interest that is tax-free for fedeal income tax purposes. Other applicable state taxes include generally applicable sales and use taxes plus real and personal property taxes. The Bank's state income tax returns have not been audited in recent years. Item 2. Properties. The Company conducts business from its main office at 279 East Morgan Street, Spencer, Indiana 47460. The Company owns its main office. The following table provides certain information with respect to the Company's office as of June 30, 1998:
Net Book Value of Property, Owned or Year Total Furniture & Approximate Description and Address Leased Opened Deposits Fixtures Square Footage - ----------------------- ------ ------ -------- -------- -------------- (Dollars in thousands) 279 East Morgan Street Owned 1987 $26,649 $892 11,300 Spencer, IN 47460 (including annex)
As of June 30, 1998, the Bank also owned a parcel of real estate located across the street from its office which is utilized for employee parking. In January, 1996, the Bank purchased another parcel of real estate located adjacent to its office (the "West Parcel"). The Bank has sold one-half of the West Parcel to a local insurance agency. The Company has completed improvements to the remaining one-half of the West Parcel, including an office facility for the Holding Company and additional storage and office space for the Bank. Real property and construction improvements for the Bank's future branch site totaled $795,000 as of June 30, 1998. The new branch, at 102 S. Main Street Cloverdale, Putnam County, Indiana is scheduled to open for business during the month of September, 1998. The Company owns computer and data processing equipment which is used for transaction processing, loan origination, and accounting. The Bank has also contracted for the data processing and reporting services of On-Line Financial Services, Inc. in Oak Brook, Illinois, which was acquired in 1995 by Argo Federal Savings Bank, FSB. The cost of these data processing services is approximately $4,900 per month. Item 3. Legal Proceedings. Neither the Holding Company nor the Bank is a party to any pending legal proceedings, other than routine litigation incidental to the Bank's business. Item 4. Submission of Matters to a Vote of Security Holders. No matter was submitted to a vote of the Holding Company's shareholders during the quarter ended June 30, 1998. Item 4.5. Executive Officers of the Registrant. Presented below is certain information regarding the executive officers of the Holding Company: Name Position ---- -------- Kurt J. Meier President, Chief Executive Officer and Treasurer Kurt D. Rosenberger Vice President and Chief Financial Officer Charles W. Chambers Secretary Kurt J. Meier (age 48) is President, Chief Executive Officer and Treasurer of the Holding Company. Mr. Meier has also served as President of the Bank since 1994. Theretofore, he served as Managing Officer of the Bank from 1990 to 1994. Kurt D. Rosenberger (age 40) is Vice President and Chief Financial Officer of the Holding Company. Mr. Rosenberger has also served as Vice President of the Bank since 1994. Theretofore, he served as Senior Financial Analyst for the Office of Thrift Supervision in Indianapolis, Indiana, from 1990 to 1994. Charles W. Chambers (age 82) is Secretary of the Holding Company. Mr. Chambers has also served as a Staff Appraiser of the Bank from 1991 to 1996 and as Secretary of the Bank since 1990. PART II Item 5. Market for Registrant's Common Equity and Related Shareholder Matters. The Bank converted from an Indiana mutual savings bank to an Indiana stock savings bank effective July 1, 1996, and simultaneously formed a bank holding company, the Holding Company. The Holding Company's common stock, without par value ("Common Stock"), is quoted on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), Small Cap Market, under the symbol "HWEN." As of August 24, 1998, there were approximately 540 holders of the Holding Company's Common Stock, including shares held in broker accounts. The following table sets forth the high and low bid prices and dividends paid per share of Common Stock for the quarters indicated. Such over-the-counter quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not necessarily represent actual transactions. Quarter Ended High Bid Low Bid Dividends Declared ------------- -------- ------- ------------------ September 30, 1996 $ 6 7/8 $ 4 7/8 --- December 31, 1996 6 5/8 5 7/8 $.025 March 31, 1997 7 3/4 6 3/8 .025 June 30, 1997 7 7/8 7 1/4 .025 September 30, 1997 8 5/8 7 7/16 .025 December 31, 1997 9 1/4 8 1/8 .025 March 31, 1998 9 3/4 8 3/4 .025 June 30, 1998 9 1/2 8 7/16 .025 Since the Holding Company has no independent operations or other subsidiaries to generate income, its ability to accumulate earnings for the payment of cash dividends to its shareholders is directly dependant upon the earnings on its investment securities and the ability of the Bank to pay dividends to the Holding Company. Under current federal income tax law, dividend distributions with respect to the Common Stock, to the extent that such dividends paid are from the current or accumulated earnings and profits of the Bank (as calculated for federal income tax purposes), will be taxable as ordinary income to the recipient and will not be deductible by the Bank. Any dividend distributions in excess of current or accumulated earnings and profits will be treated for federal income tax purposes as a distribution from the Bank's accumulated bad debt reserves, which could result in increased federal income tax liability for the Company. Moreover, the Bank may not pay dividends to the Holding Company if such dividends would result in the impairment of the liquidation account established in connection with the Conversion. The Holding Company's ability to pay dividends on the Common Stock is subject to certain regulatory restrictions. See "Regulation." In addition, Indiana law would prohibit the Holding Company from paying a divided, if after giving effect to the payment of that dividend, the Holding Company would not be able to pay its debts as they become due in the ordinary course of business or if the Holding Company's total assets would be less than the sum of its total liabilities plus preferential rights of holders of preferred stock, if any. Item 6. Selected Financial Data. The information required by this item is incorporated by reference to the material under the heading "Selected Consolidated Financial Data of Home Financial Bancorp and Subsidiary" on page 2 of the Shareholder Annual Report. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. The information required by this item is incorporated by reference to pages 3 through 16 of the Shareholder Annual Report. Item 7A. Quantitative and Qualitative Disclosures About Market Risk The information required by this item is incorporated by reference to pages 4 through 5 of the Shareholder Annual Report. Item 8. Financial Statements and Supplementary Data. The Company's Consolidated Financial Statements and Notes thereto are contained on pages 17 through 35 of the Shareholder Annual Report. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. There were no such changes or disagreements during the applicable period. PART III Item 10. Directors and Executive Officers of the Registrant. The information required by this item with repsect to directors is incorporated by reference to pages 2 through 4 of the Company's Proxy Statement for its 1998 Shareholder Annual Meeting (the "1998 Proxy Statement"). Information concerning the Holding Company's executive officers is included in Item 4.5 in Part I of this report. Item 11. Executive Compensation. The information required by this item with respect to executive compensation is incorporated by reference to pages 5 through 6 of the 1998 Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management. The information required by this item is incorporated by reference to page 7 of the 1998 Proxy Statement. Item 13. Certain Relationships and Related Transactions. The information required by this item is incorporated by reference to page 7 of the 1998 Proxy Statement. PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) List the following documents filed as part of the report: Annual Report Financial Statements Page No. Independent Auditor's Report 17 Consolidated Statement of Financial Condition at June 30, 1998, and 1997 18 Consolidated Statement of Income for the Years Ended June 30, 1998, 1997, and 1996 19 Consolidated Statement of Changes in Stockholders' Equity for the Years Ended June 30, 1998, 1997, and 1996 20 Consolidated Statement of Cash Flows for the Years Ended June 30, 1998, 1997, and 1996 21 Notes to Consolidated Financial Statements 22 (b) Reports on Form 8-K. The Holding Company filed no reports on Form 8-K during the quarter ended June 30, 1998. (c) The exhibits filed herewith or incorporated by reference herein are set forth on the Exhibit Index on page E-1. Included in those exhibits are Executive Compensation Plans and Arrangements which are identified as Exhibits 10(1) through 10(5). (d) All schedules are omitted as the required information either is not applicable or is included in the Consolidated Financial Statements or related notes. SIGNATURES Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on behalf of the undersigned, thereto duly authorized. HOME FINANCIAL BANCORP Date: September 22, 1998 By: /s/ Kurt J. Meier ----------------------------------- Kurt J. Meier, President, Chief Executive Officer and Treasurer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on this 22nd day of September, 1998. /s/ Kurt J. Meier - ---------------------------------- Kurt J. Meier President, Chief Executive Officer, Treasurer and Director (Principal Executive Officer) /s/ Kurt D. Rosenberger - ---------------------------------- Kurt D. Rosenberger Vice President, Chief Financial Officer and Director (Principal Financial and Accounting Officer) /s/ Charles W. Chambers - ---------------------------------- Charles W. Chambers, Secretary and Director /s/ John T. Gillaspy - ---------------------------------- John T. Gillaspy, Director /s/ Gary Michael Monnett - ---------------------------------- Gary Michael Monnett, Director /s/ Stephen Parrish - ---------------------------------- Stephen Parrish, Director /s/ Robert W. Raper - ---------------------------------- Robert W. Raper, Vice Chairman /s/ Frank R. Stewart - ---------------------------------- Frank R. Stewart, Chairman /s/ Tad Wilson - ---------------------------------- Tad Wilson, Director EXHIBIT INDEX Exhibit Index* Page 3(1) The Articles of Incorporation of the Registrant are incorporated by reference to Exhibit 3(1) to the Registration Statement on Form S-1 (Registration No. 333-1746). 3(2) The Code of By-Laws of the Registrant are incorporated by reference to Exhibit 3(2) to the Report on Form 10-Q for the period ended March 31, 1997. 10(1) Exempt Loan and Share Purchase Agreement between ESOP Trust and Home Financial Bancorp is incorporated by reference to Exhibit 10(1) to the Report on Form 10-K for the period ended June 30, 1996. 10(2) Share Pledge Agreement between ESOP Trust and Home Financial Bancorp is incorporated by reference to Exhibit 10(2) to the Report on Form 10-K for the period ended June 30, 1996. 10(3) Employment Agreement between Owen Community Bank, s.b. and Kurt J. Meier is incorporated by reference to Exhibit 10(5) to the Registration Statement on Form S-1 (Registration No. 333-1746). 10(4) Employment Agreement between Owen Community Bank, s.b. and Kurt D. Rosenberger is incorporated by reference to Exhibit 10(6) to the Registration Statement on Form S-1 (Registration No. 333-1746). 10(5) Employment Contract between Owen Community Bank, s.b. and Frank R. Stewart is incorporated by reference to Exhibit 10(7) to the Registration Statement on Form S-1 (Registration No. 333-1746). 10(6) Home Financial Bancorp Stock Option Plan is incorporated by reference to Exhibit 10(6) to the Company's Form 10-Q for the Period Ended September 30, 1997. 13 1998 Shareholder Annual Report. 21 Subsidiaries of the Registrant are incorporated by reference to Exhibit 21 to the Registration Statement on Form S-1 (Registration No. 333-1746). 23 Consent of Independent Auditor 27 Financial Data Schedule (filed electronically). EX-13 2 SHAREHOLDER ANNUAL REPORT Description of Business....................................................Below Message to Shareholders.................................................... 1 Selected Consolidated Financial Data....................................... 2 Management's Discussion and Analysis....................................... 3 Independent Auditor's Report............................................... 17 Consolidated Statement of Financial Condition.............................. 18 Consolidated Statement of Income........................................... 19 Consolidated Statement of Changes in Stockholders' Equity.................................................. 20 Consolidated Statement of Cash Flows....................................... 21 Notes to Consolidated Financial Statements................................. 22 Directors and Officers..................................................... 36 Shareholder Information.................................................... 38 ================================================================================ Home Financial Bancorp (the "Holding Company" and together with the Bank (as defined below), "HFB" or the "Company") is an Indiana corporation organized in February 1996, to become a bank holding company upon its acquisition of all the issued and outstanding capital stock of Owen Community Bank, s.b. (the "Bank") in connection with the Bank's conversion from mutual to stock form. The Holding Company became the Bank's holding company on July 1, 1996; therefore, all historical financial and other data contained for periods prior to July 1, 1996 herein relate solely to the Bank while historical financial and other data contained herein for the period after July 1, 1996 relate to the Company. The principal asset of the Holding Company currently consists of 100% of the issued and outstanding shares of common stock, $.01 par value per share, of the Bank. The Bank was organized under the name Owen County Savings and Loan Association in 1911. In 1972, the Bank converted to a federally chartered savings and loan and changed its name to Owen County Federal Savings and Loan Association, and in 1989, the Bank converted to a federally chartered savings bank known as Owen Federal Savings Bank. In 1994, the Bank became an Indiana savings bank known as Owen Community Bank, s.b. The Bank's principal business consists of attracting deposits from the general public and originating long-term adjustable-rate loans secured primarily by first mortgage liens on one- to four-family real estate. The Bank's deposit accounts are insured up to applicable limits by the Savings Association Insurance Fund (the "SAIF") of the Federal Deposit Insurance Corporation (the "FDIC"). The Bank is the oldest continuously operating financial institution headquartered in Owen County, Indiana. Management believes the Bank has developed a solid reputation among its loyal customer base because of its commitment to personal service and its strong support of the local community. The Bank offers a number of consumer and commercial financial services. These services include: (i) residential real estate loans; (ii) indemnification mortgage loans ("ID Mortgage Loans"); (iii) mobile home loans; (iv) combination land-mobile home loans ("Combo Loans"); (v) construction loans; (vi) share loans; (vii) nonresidential real estate loans; (viii) multi-family loans; (ix) installment loans; (x) NOW accounts; (xi) demand deposit accounts; (xii) passbook savings accounts; and (xiii) certificates of deposit. The Company conducts business out of its main office located in Spencer, Indiana. The Bank is and historically has been a significant real estate mortgage lender in Owen County, Indiana. FELLOW SHAREHOLDERS AND FRIENDS: Another fiscal year has come to a close and we are pleased to present to you the 1998 Annual Report of Home Financial Bancorp. Many positive events occurred over the past year in the life of Home Financial Bancorp. Please allow me to highlight a few. As reported to you last year, plans were under way for a new branch in the southern Putnam County community of Cloverdale. By the time this report reaches you, our first branch in Cloverdale is expected to be completed and open for business. This is exciting and we look forward to the opportunity. For several months, we have been preparing ourselves by hiring and training new staff, overseeing construction progress, purchasing equipment, and tending to many more necessary details. Our mission in Cloverdale will be the same as it has been in Spencer: to offer our many banking services in a courteous and professional manner. Our focus will continue to be on attracting new lower cost deposits including checking and savings accounts in addition to offering our full line of loan products at competitive terms. As a new community bank to Cloverdale, we will do our best to support the institutions and charities in the community through outright financial support or through volunteer support by our staff. We have further demonstrated our support of the Cloverdale area community by purchasing tax credits this past year to help finance the construction of a 24 unit senior citizen housing project in Cunot. Groundbreaking ceremonies were recently held to mark the official start of the construction process. Upon completion, the tax credits purchased will result in considerable income tax savings for the Company and at the same time fulfill the additional housing needs of the community. During the past year, several new services were introduced including business checking, Roth and Educational IRA accounts, home equity lines of credit, personal lines of credit and wire transfers. We installed our first ATM machine this spring allowing customers access to their accounts through the MAC and Cirrus network. An ATM machine has also been installed at the Cloverdale branch. This past fall, we implemented the use of a loan pricing matrix into our loan administration process. This tool has allowed the Bank to be more competitive in offering loans to lower credit risk customers while at the same time being more appropriately rewarded when offering loans to higher credit risk customers. As many of you are aware by now, the Year 2000 Computer problem is a serious issue that is being addressed by the banking industry as well as every other industry. Management has made vigorous efforts since last fall to organize and adhere to recommended regulatory guidelines to deal with this issue and allow us to provide a high degree of assurance to customers that computer operations will be uninterrupted when the new millennium arrives. Our staff has spent countless hours on the subject and considerable dollars have been allocated towards this project. At this point, we feel confident that uninterrupted service will be achieved. Last December, we announced a 2 for 1 stock split which benefited all shareholders of record when the distribution was completed on January 6, 1998. This decision allowed us to comply with new NASDAQ Small Cap Market listing requirements and continue to provide liquidity for our stock. Furthermore, the resulting number of outstanding shares from the stock split will also allow us to buy back stock from time to time without falling below NASDAQ's minimum market float requirements. As a fellow shareholder and on behalf of everyone at Home Financial Bancorp and its subsidiary bank, I pledge to continue to strive for increased earnings, equity, and shareholder value as well as to provide quality financial services to our community and our customers. Respectfully submitted, /s/ Kurt J. Meier Kurt J. Meier, President SELECTED CONSOLIDATED FINANCIAL DATA OF HOME FINANCIAL BANCORP AND SUBSIDIARY The following selected consolidated financial data of the Company is qualified in its entirety by, and should be read in conjunction with, the consolidated financial statements, including notes thereto, included elsewhere in this Annual Report.
SELECTED FINANCIAL DATA At June 30 1998 1997 1996 1995 1994 - ------------------------------------------------------------------------------------------------------------------- (Dollars in thousands) Summary of Financial Condition: Total assets....................................... $42,560 $42,508 $39,426 $30,839 $26,008 Loans receivable, net.............................. 33,959 34,117 27,125 25,547 21,479 Cash and cash equivalents.......................... 3,802 4,184 5,721 1,386 1,237 Securities available for sale...................... 1,918 2,102 4,901 934 --- Securities held to maturity........................ --- --- --- 1,827 2,414 Deposits........................................... 26,649 26,157 28,726 22,500 21,451 Federal Home Loan Bank advances.................... 8,200 9,000 7,200 5,000 1,500 Stockholders' equity - substantially restricted.... 7,506 7,197 3,410 3,159 2,850 Year Ended June 30 1998 1997 1996 1995 1994 - ------------------------------------------------------------------------------------------------------------------- (Dollars in thousands) Summary of Operating Results: Interest and dividend income..................... $3,690 $3,397 $2,955 $2,420 $2,023 Interest expense................................. 1,812 1,703 1,593 1,174 949 ------ ------- ------- ------- ------- Net interest income........................... 1,878 1,694 1,362 1,246 1,074 Provision for losses on loans.................... 102 85 94 36 14 ------ ------- ------- ------- ------- Net interest income after provision for losses on loans.......................... 1,776 1,609 1,268 1,210 1,060 ------ ------- ------- ------- ------- Other income: Service charges on deposit accounts........... 55 43 37 27 23 Gain on sale of real estate acquired for development.......................... 7 31 57 78 145 Net realized gain on sales of a vailable for sale securities ............... 141 37 --- --- --- Other......................................... 64 53 47 43 33 ------ ------- ------- ------- ------- Total other income......................... 267 164 141 148 201 ------ ------- ------- ------- ------- Other expense: Salaries and employee benefits................ 766 563 415 404 344 Net occupancy and equipment expense........... 143 132 123 109 109 Deposit insurance expense..................... 16 165 54 49 48 Other......................................... 519 508 333 304 306 ------ ------- ------- ------- ------- Total other expense...................... 1,444 1,368 925 866 807 ------ ------- ------- ------- ------- Income before income tax and cumulative effect of change in accounting principle...... 599 405 484 492 454 Income tax expense............................... 206 153 196 203 169 ------ ------- ------- ------- ------- Cumulative effect of change in accounting principle --- --- --- --- (24) Net income.................................... $ 393 $ 252 $ 288 $ 289 $ 261 ====== ======= ======= ======= ======= Supplemental Data (1): Basic earnings per share......................... $ .47 $ .27 --- --- --- Diluted earnings per share....................... .47 .27 --- --- --- Book value per common share at end of year....... 8.08 7.66 --- --- --- Dividends per share.............................. .10 .08 --- --- --- Dividend payout ratio............................ 21.28% 29.63% --- --- --- Return on assets (2) ............................ .93% .63% .84% 1.00% 1.03% Return on equity (3)............................. 5.34 3.31 8.71 9.59 9.46 Interest rate spread (4) ........................ 3.88 3.56 3.78 4.19 4.11 Net yield on interest-earning assets (5)......... 4.65 4.41 4.13 4.54 4.42 Other expenses to average assets ................ 3.42 3.40 2.70 2.99 3.17 Net interest income to other expenses............ 1.30x 1.24x 1.47x 1.44x 1.33x Equity-to-assets (6)............................. 17.66 16.93 8.65 10.24 10.96 Average equity to average total assets........... 17.42 18.90 9.64 10.42 10.85 Average interest-earning assets to average interest-bearing liabilities.................. 1.17x 1.19x 1.07x 1.08x 1.08x Non-performing assets to total assets............ 1.17 1.76 1.03 .32 .10 Non-performing loans to total loans.............. .81 1.65 1.32 .39 .13 Loan loss allowance to total loans, net.......... .94 .68 .55 .22 .12 Loan loss allowance to non-performing loans...... 114.70 41.10 41.78 57.00 108.33 Net charge-offs to average loans ................ .04 .01 * .02 * - -------------
(1) All per share amounts have been restated to reflect a 2-for-1 stock split effective January 6, 1998. (2) Net income divided by average total assets. (3) Net income divided by average total equity. (4) Interest rate spread is calculated by subtracting combined weighted average interest rate cost from combined weighted average interest rate earned for the period indicated. (5) Net interest income divided by average interest-earning assets. (6) Total equity divided by total assets. * Less than .01% Management's Discussion and Analysis of Financial Condition and Results of Operations The Holding Company was formed as an Indiana corporation on February 21, 1996, for the purpose of issuing its common stock, without par value (the "Common Stock") and owning all of the outstanding common stock of the Bank to be issued in the Conversion as a unitary bank holding company. As a newly formed corporation, the Holding Company has no operating history prior to July 1, 1996. The principal business of savings banks, including the Bank, has historically consisted of attracting deposits from the general public and making loans secured by residential real estate. The Company's earnings are primarily dependent upon its net interest income, the difference between interest income and interest expense. Interest income is a function of the balances of loans and investments outstanding during a given period and the yield earned on such loans and investments. Interest expense is a function of the amount of deposits and borrowings outstanding during the same period and interest rates paid on such deposits and borrowings. The Company's earnings are also affected by provisions for loan losses, service charges and other non-interest income, operating expenses and income taxes. The Company is significantly affected by prevailing economic conditions, as well as government policies and regulations concerning, among other things, monetary and fiscal affairs, housing and financial institutions. Deposit flows are influenced by a number of factors, including interest rates paid on competing investments, account maturities and level of personal income and savings within the Bank's market. In addition, deposit growth is affected by how customers perceive the stability of the financial services industry amid various current events such as regulatory changes, failures of other financial institutions and financing of the deposit insurance fund. Lending activities are influenced by the demand for and supply of housing lenders, the availability and cost of funds and various other items. Sources of funds for lending activities of the Company include deposits, payments on loans, borrowings and income provided from operations. STOCKHOLDER MATTERS The book value of HFB common stock was $8.08 at June 30, 1998. On this same date, the price of HFB Common Stock was $9.00 per share, representing a 15.2% increase over the June 30, 1997 price of $7.81 per share. For the year ended June 30, 1998, quarterly dividends totaling $.10 per share were paid to shareholders. During the year ended June 30, 1998, the Company declared a 2 for 1 stock split, under which every share of HFB Common Stock outstanding as of December 23, 1997 was converted into two shares of Common Stock. HFB Common Stock is traded on the NASDAQ SmallCap Market under the symbol HWEN. As of June 30, 1998, there were approximately 300 shareholders of record, and 220 holders who held stock in nominee or "street" name through various brokerage firms. At June 30, 1998, there were 929,052 shares of Common Stock outstanding. THE YEAR 2000 ISSUE Management and the Board of Directors recognize and understand Year 2000 ("Y2K") risk, are active in overseeing corrective efforts, and are ensuring that all necessary resources are available to address this problem. The awareness and assessment phases of the Company's year 2000 Project Management Plan have been completed, and the testing phase is currently under way. Management believes the key to successfully meeting the Y2K challenge is prior testing of all affected systems. The majority of mission-critical systems are provided by On-Line Financial Services, Inc., Oak Brook, Illinois. Management has subscribed to a series of extensive Y2K tests that will use the Bank's specific computer applications and customer data. In addition, an information technology professional has been retained to assist with testing in-house systems and third party vendor applications. Substantially, all testing for mission-critical applications is scheduled to be completed prior to December 31, 1998. During the remainder of 1998 and the first half of calendar 1999, management intends to modify or replace internal system components based on the results of testing. At this time, management is aware of the need for some minor equipment or software changes. Costs related to Y2K issues did not have a material impact on the Company's fiscal year 1998 financial statements. The largest component of Y2K costs during fiscal year 1999 is expected to be related to systems testing. Although the full cost of modifications is not yet known, management does not anticipate a need to invest heavily in system improvements to achieve Y2K compliance. At this time, it is estimated that costs associated with Y2K issues will be less than $50,000 for fiscal year 1999. ASSET/LIABILITY MANAGEMENT The Bank's profitability is dependent to a large extent upon its net interest income, which is the difference between its interest income on interest-earning assets, such as loans and securities, and its interest expense on interest-bearing liabilities, such as deposits and borrowings. The Bank, like other financial institutions, is subject to interest rate risk to the degree that its interest-earning assets reprice differently than its interest-bearing liabilities. The Bank manages its mix of assets and liabilities with the goals of limiting its exposure to interest rate risk, ensuring adequate liquidity, and coordinating its sources and uses of funds. The Bank seeks to control its interest rate risk exposure in a manner that will allow for adequate levels of earnings and capital over a range of possible interest rate environments. The Bank has adopted formal policies and practices to monitor and manage interest rate risk exposure. As part of this effort, the Bank uses the market value ("MV") methodology to gauge interest rate risk exposure. Generally, MV is the discounted present value of the difference between incoming cash flows on interest-earning assets and other assets and outgoing cash flows on interest-bearing liabilities and other liabilities. The application of the methodology attempts to quantify interest rate risk as the change in the MV which would result from a theoretical 200 and 400 basis point (1 basis point equals .01%) change in market interest rates. Both 200 and 400 basis point increases in market interest rates and 200 and 400 basis point decreases in market interest rates are considered. It is estimated that at June 30, 1998, MV would decrease 3.9% and 19.4% in the event of 200 and 400 basis point increases in market interest rates respectively, compared to 5.2% and 13.7% for the same increases at June 30, 1997. The Bank's MV at June 30, 1998 would decrease 8.7% and 14.4% in the event of 200 and 400 basis point decreases in market rates respectively. A year earlier, 200 and 400 basis point decreases in market rates would have increased MV 2.3% and 5.4% respectively. Differences in MV performance resulting from changes in market rates reflect increases and decreases in cash flow for each asset and liability category. Changes in asset and liability mix, pricing assumptions, loan prepayment rates, transaction account decay rates, and other influences account for modified cash flows from one period to another. Presented below, as of June 30, 1998 and 1997, is an analysis of the Bank's interest rate risk as measured by changes in MV for instantaneous and sustained parallel shifts of 200 and 400 basis point increments in market interest rates. JUNE 30, 1998 MARKET VALUE SUMMARY PERFORMANCE
MV as % of Present Value (PV) Change Market Value of Assets In Rates $ Amount $ Change % Change MV Ratio Change - -------------------------------------------------------------------------------------------------------------------------- (Dollars in thousands) + 400 bp* $5,058 $ (1,220) (19.44)% 13.26% (191) bp + 200 bp 6,035 (243) (3.87) 15.05 (12) bp 0 bp 6,278 0 0.00 15.17 --- - 200 bp 5,734 (544) (8.67) 13.68 (149) bp - 400 bp 5,376 (902) (14.37) 12.59 (258) bp
Interest Rate Risk Measures: 200 Basis Point Rate Shock Pre-Shock MV Ratio: MV as % of PV of Assets............ 15.17% Exposure Measure: Post-Shock MV Ratio.................. 13.68% Sensitivity Measure: Change in MV Ratio................ 149 bp Change in MV as % of PV of Assets...................... 8.67% JUNE 30, 1997 MARKET VALUE SUMMARY PERFORMANCE
MV as % of Present Value (PV) Change Market Value of Assets In Rates $ Amount $ Change % Change MV Ratio Change - -------------------------------------------------------------------------------------------------------------------------- (Dollars in thousands) + 400 bp* $5,254 $ (831) (13.66)% 13.48% (121) bp + 200 bp 5,769 (317) (5.20) 14.32 (37) bp 0 bp 6,085 0 0.00 14.69 --- - 200 bp 6,223 138 2.26 14.66 3 bp - 400 bp 6,414 329 5.41 14.74 5 bp
Interest Rate Risk Measures: 200 Basis Point Rate Shock Pre-Shock MV Ratio: MV as % of PV of Assets.......... 14.69% Exposure Measure: Post-Shock MV Ratio................ 14.32% Sensitivity Measure: Change in MV Ratio.............. 37 bp Change in MV as % of PV of Assets.................... 5.19% - -------- * Basis points. Average Balances, Interest Rates and Yields The following table presents for the years ended June 30, 1998, 1997 and 1996, the month-end average balances of each category of the Company's interest-earning assets and interest-bearing liabilities, and the average yields earned and interest rates paid on such balances. Such yields and costs are determined by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods presented. AVERAGE BALANCE SHEET/YIELD ANALYSIS
Year Ended June 30, 1998 1997 1996 - ------------------------------------------------------------------------------------------------------------------------- Average Yield/ Average Yield/ Average Yield/ Balance Interest Cost Balance Interest Cost Balance Interest Cost (Dollars in thousands) ------------------------------------------------------------------------------------- Assets: Interest-earning assets: Interest-earning deposits.......$ 3,214 $ 177 5.51% $ 2,692 $ 137 5.09% $ 2,782 $ 136 4.89% Mortgage-backed securities (1)................ 1,630 115 7.07% 2,523 185 7.33 1,628 90 5.53 Other investment securities (1). 688 52 7.53 2,376 130 5.47 1,291 89 6.89 Loans receivable (2)............ 34,366 3,306 9.62 30,418 2,912 9.57 26,970 2,619 9.71 Stock in FHLB of Indianapolis... 500 40 8.06 433 33 7.63 274 21 7.66 Total interest-earning assets. 40,398 3,690 9.14 38,442 3,397 8.84 32,945 2,955 8.97 Non-interest earning assets, net of allowance for loan losses and including unrealized gain (loss) on securities available for sale.............. 1,860 1,804 1,367 Total assets..................$42,258 $40,246 $34,312 Liabilities and stockholders' equity: Interest-bearing liabilities: Savings accounts................ $3,399 103 3.03 $ 3,930 114 2.90 $ 4,235 117 2.76 NOW accounts.................... 3,998 124 3.09 2,162 70 3.24 2,320 58 2.50 Certificates of deposit......... 18,482 1,056 5.72 18,465 1,032 5.59 18,672 1,086 5.82 Other borrowings................ --- --- --- --- --- --- 15 1 6.67 FHLB advances................... 8,592 529 6.16 7,725 487 6.30 5,475 331 6.05 Total interest-bearing liabilities.............. 34,471 1,812 5.26 32,282 1,703 5.28 30,717 1,593 5.19 Other liabilities.................. 426 358 289 Total liabilities............. 34,897 32,640 31,006 Stockholders' equity............... 7,316 7,601 3,305 Net unrealized gain on securities available for sale.............. 45 5 1 Total stockholders' equity.... 7,361 7,606 3,306 Total liabilities and stockholders' equity......$42,258 $40,246 $34,312 Net interest-earning assets........$ 5,927 $ 6,160 $ 2,228 Net interest income................ $ 1,878 $ 1,694 $1,362 Interest rate spread............... 3.88% 3.56% 3.78% Net yield on weighted average interest-earning assets......... 4.65% 4.41% 4.13% Average interest-earning assets to average interest-bearing liabilities..................... 117.19% 118.99% 107.25%
(1) Yields for mortgage-backed securities and other investments available for sale are computed based upon amortized cost. (2) Non-accruing loans have been included in average balances. In the foregoing table, no adjustment of interest on tax-exempt securities to a tax-equivalent basis was made since the adjustment was less than $10,000 in each period presented. INTEREST RATE SPREAD The Company's results of operations have been impacted primarily by net interest income. Net interest income is determined by the interest rate spread between the yields earned on interest-earning assets and the rates paid on interest-bearing liabilities and by the relative amounts of interest-earning assets and interest-bearing liabilities. The following table sets forth the weighted average effective interest rate earned by the Company on its loan, investment portfolios and total interest-earning assets. The table also includes weighted average effective cost of the Company's deposits and borrowings, the interest rate spread of the Company, and the net yield on weighted average interest-earning assets for the periods and as of the date shown. Average balances are based on month-end average balances. INTEREST RATE SPREAD ANALYSIS
At June 30, Year Ended June 30, 1998 1998 1997 1996 - -------------------------------------------------------------------------------------------------------------------- Weighted average interest rate earned on: Interest-earning deposits......................... 5.31% 5.51% 5.09% 4.89% Mortgage-backed securities........................ 7.50 7.07 7.33 5.53 Other investment securities....................... 7.84 7.53 5.47 6.89 Loans receivable.................................. 9.51 9.62 9.57 9.71 Stock in FHLB of Indianapolis..................... 8.00 8.06 7.63 7.66 Total interest-earning assets................... 9.09 9.14 8.84 8.97 Weighted average interest rate cost of: Savings accounts.................................. 3.03 3.03 2.90 2.76 NOW and money market accounts..................... 2.78 3.09 3.24 2.50 Certificates of deposit........................... 5.78 5.72 5.59 5.82 Other borrowings.................................. --- --- --- 6.67 FHLB advances..................................... 6.01 6.16 6.30 6.05 Total interest-bearing liabilities.............. 5.16 5.26 5.28 5.19 Interest rate spread (1)............................. 3.93% 3.88% 3.56% 3.78% Net yield on weighted average interest-earning assets (2)....................... 4.65% 4.41% 4.13%
(1) Interest rate spread is calculated by subtracting weighted average interest rate cost from weighted average interest rate earned for the period indicated. Interest rate spread figures must be considered in light of the relationship between the amounts of interest-earning assets and interest-bearing liabilities. (2) The net yield on weighted average interest-earning assets is calculated by dividing net interest income by weighted average interest-earning assets for the period indicated. No net yield percentage is presented at June 30, 1998, because the computation of net yield is applicable only over a period rather than at a specific date. The following table describes the extent to which changes in interest rates and changes in volume of interest-related assets and liabilities have affected the Company's interest income and expense during the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (1) changes in rate (i.e., changes in rate multiplied by old volume) and (2) changes in volume (i.e., changes in volume multiplied by old rate). Changes attributable to both rate and volume have been allocated proportionally to the change due to volume and the change due to rate. RATE/VOLUME ANALYSIS Increase (Decrease) in Net Interest Income Total Net Due to Due to Change Rate Volume YEAR ENDED JUNE 30, 1998 COMPARED TO YEAR ENDED JUNE 30, 1997 - -------------------------------------------------------------------------------- (In thousands) Interest-earning assets: Interest-earning deposits ....... $ 40 $ 12 $ 28 Mortgage-backed securities ...... (133) 6 (139) Other investment securities ..... (15) 32 (47) Loans receivable ................ 394 14 380 Stock in FHLB of Indianapolis ... 7 2 5 ----- ----- ----- Total ......................... 293 66 227 ----- ----- ----- Interest-bearing liabilities: Savings accounts ................ (11) 5 (16) NOW and money market accounts ... 53 (4) 57 Certificates of deposit ......... 25 24 1 Other borrowings ................ -- -- -- FHLB advances ................... 42 (12) 54 ----- ----- ----- Total ......................... 109 13 96 ----- ----- ----- Change in net interest income ...... $ 184 $ 53 $ 131 ===== ===== ===== YEAR ENDED JUNE 30, 1997 COMPARED TO YEAR ENDED JUNE 30, 1996 Interest-earning assets: Interest-earning deposits ....... $ 1 $ 5 $ (4) Mortgage-backed securities ...... 95 35 60 Other investment securities ..... 41 (21) 62 Loans receivable ................ 293 (43) 336 Stock in FHLB of Indianapolis ... 12 -- 12 ----- ----- ----- Total ......................... 442 (24) 466 ----- ----- ----- Interest-bearing liabilities: Savings accounts ................ (3) 5 (8) NOW and money market accounts ... 12 16 (4) Certificates of deposit ......... (54) (42) (12) Other borrowings ................ (1) -- (1) FHLB advances ................... 156 15 141 ----- ----- ----- Total ......................... 110 (6) 116 ----- ----- ----- Change in net interest income ...... $ 332 $ (18) $ 350 ===== ===== ===== YEAR ENDED JUNE 30, 1996 COMPARED TO YEAR ENDED JUNE 30, 1995 Interest-earning assets: Interest-earning deposits ....... $ 59 $ (16) $ 75 Mortgage-backed securities ...... (3) (7) 4 Other investment securities ..... 22 3 19 Loans receivable ................ 452 102 350 Stock in FHLB of Indianapolis ... 5 1 4 ----- ----- ----- Total ......................... 535 83 452 ----- ----- ----- Interest-bearing liabilities: Savings accounts ................ (21) (14) (7) NOW and money market accounts ... (4) (3) (1) Certificates of deposit ......... 323 129 194 Other borrowings ................ (9) (2) (7) FHLB advances ................... 130 -- 130 ----- ----- ----- Total ......................... 419 110 309 ----- ----- ----- Change in net interest income ...... $ 116 $ (27) $ 143 ===== ===== ===== CHANGES IN FINANCIAL POSITION AND RESULTS OF OPERATIONS - YEAR ENDED JUNE 30, 1998, COMPARED TO YEAR ENDED JUNE 30, 1997: General. HFB earned record net income totaling $393,000 for the year ended June 30, 1998, representing a $141,000 or 55.7% increase from the year ended June 30, 1997, in which net income of $252,000 was earned. Major contributions to improved earnings for the year were higher net interest income and lower deposit insurance expense. The return on average assets for the year ended June 30, 1998 was .93%, compared to .63% the prior year June 30, 1997. The return on average equity was 5.34% for the year ended June 30, 1998, compared to 3.31% for the prior year ended June 30, 1997. Earnings per share was $.47 for the year ended June 30, 1998, compared to $.27 for the year ended June 30, 1997. Without the special assessment imposed by federal legislation to recapitalize the SAIF, net income for the prior year ended June 30, 1997 would have been $338,000 for returns on average assets and average equity of .84% and 4.45% respectively. Assets. Total assets at June 30, 1998 were $42,560,000, compared to total assets of $42,508,000 at June 30, 1997. Cash and cash equivalents decreased $382,000 or 9.1%, to $3,802,000 at June 30, 1998, compared to $4,184,000 a year earlier. The decrease in cash and cash equivalents combined with cash inflows from deposits and sales of investment securities were used to repay borrowings and acquire additional premises and equipment. Investment securities decreased $184,000 or 8.8% to $1,918,000 at June 30, 1998, compared to $2,102,000 at June 30, 1997. Total loans at June 30, 1998 were $34,279,000 compared to total loans of $34,349,000 at prior year-end June 30, 1997. The year-end level of stock in the Federal Home Loan Bank ("FHLB") of Indianapolis stood at $500,000 for 1998 and 1997. Net premises and equipment increased $724,000 or 75.1%, to $1,687,000 at June 30, 1998 compared to $964,000 at June 30, 1997. The increase is due to costs for the nearly completed construction of the Bank's first branch office site in the Putnam County town of Cloverdale, as well as costs for finishing construction on new facilities adjacent to the Bank's main office in Spencer. Foreclosed real estate and repossessed assets increased $33,000 or 17.6% to $220,000 compared to $187,000 at June 30, 1997. The total at June 30, 1998 consists of three residential single family properties and one mobile home. Average assets increased $2,012,000 or 5.0%, to $42,258,000 for the year ended June 30, 1998, compared to $40,246,000 for the prior year-ended June 30, 1997. Average interest-earning assets increased $1,956,000 or 5.1%, to $40,398,000 for the year ended June 30, 1998 and represented 95.6% of total average assets. The increase was due to average loans receivable which increased $3,948,000 or 13.0%, to $34,366,000 for the year ended June 30, 1998, compared to $30,418,000 for the year ended June 30, 1997. The average level of other interest-earning assets decreased $1,992,000 or 24.8%, to $6,032,000 for the year ended June 30, 1998, compared to $8,024,000 the same period a year ago. Liabilities and Stockholders' Equity. Total deposits were $26,649,000 at June 30, 1998, a $492,000 or 1.9% increase from $26,157,000 at June 30, 1997. The change is traced to a $1,339,000 or 91.0% increase in transaction deposits to $2,810,000 at June 30, 1998, compared to $1,471,000 at June 30, 1997. Passbook and statement savings deposits also increased by $330,000 or 11.2%. These increases were offset by declines of $705,000 or 31.8%, and $473,000 or 2.4%, in money market deposits and certificates of deposit, respectively. In addition to deposits, FHLB advances are an important source of both short-term and long-term funding for the Bank. FHLB advances totaled $8,200,000 at June 30, 1998, compared to $9,000,000 at June 30, 1997. Average liabilities increased $2,257,000 or 6.9%, to $34,897,000 for the year ended June 30, 1998, compared to $32,640,000 for the prior year-ended June 30, 1997. Average interest-bearing liabilities increased $2,189,000 or 6.8%, to $34,471,000 for the year-ended June 30, 1998. The increase was primarily due to average transaction and money market deposits which together increased $1,836,000 or 84.9%, to $3,998,000 for the 1998, compared to $2,162,000 for the prior year. HFB's stockholders' equity increased $309,000 or 4.3%, to $7,506,000 at June 30, 1998, compared to $7,197,000 at June 30, 1997. Contributing to the increase was net income of $393,000. The increase was partially offset by cash dividends of $85,000 paid for the year ended June 30, 1998. The ratio of stockholders' equity to total assets increased to 17.6% at June 30, 1998, compared to 16.9% at June 30, 1997. During the year ended June 30, 1998, 10,000 shares of Common Stock were purchased and retired by the Company pursuant to a 10% stock repurchase program. These repurchases reduced total outstanding shares of Common Stock to 929,052 at June 30, 1998. The $78,000 cost of these repurchased shares represented a reduction in total stockholders' equity. Net Interest Income. Net interest income increased by $185,000 or 10.9%, to $1,878,000 for the year ended June 30, 1998, compared to $1,693,000 for the year ended June 30, 1997. Impacting net interest income were interest rate changes on rate-sensitive assets and liabilities during the current period and average balance increases or decreases applicable to the rate-sensitive portion of the balance sheet. As a result of these factors, total interest income increased by $294,000 or 8.6% while total interest expense increased by $109,000 or 6.4%, compared to the same period a year earlier. Interest income on loans totaled $3,306,000 for the year ended June 30, 1998, compared to $2,912,000 for the year ended June 30, 1997; an increase of $394,000 or 13.5%. The increase can be attributed to a larger average balance of loans receivable outstanding for the current year and an increase in the average yield earned, compared to the same period one year ago. At June 30, 1998, investment securities included $1,320,000 in equity stocks which earned dividends rather than interest income. Interest and dividend income from total investments decreased $141,000 or 40.4% to $207,000 for the year ended June 30, 1998 compared to $348,000 for the year ended June 30, 1997. The decline can be attributed to a decrease in average balance outstanding for the current year, which was partially offset by an increase in the average yield compared to the same period a year earlier. Interest income on FHLB stock totaled $40,000 for the year ended June 30, 1998, compared to $33,000 for the year ended June 30, 1997; an increase of $7,000 or 21.2%. The increase can be attributed to a larger average balance outstanding and an increase in the average yield earned, compared to the same period a year earlier. The combined weighted average yield on the balance of interest-earning assets outstanding for the year ended June 30, 1998 increased to 9.14%, compared to 8.84% for the prior year ended June 30, 1997. Interest expense on deposits increased $73,000 or 6.0%, to $1,283,000 for the year ended June 30, 1998, compared to $1,210,000 for the year ended June 30, 1997. The change was the result of an increase in the average deposit balance outstanding of the current year compared to the same period a year earlier. The average cost of deposits remained unchanged at 5.0%. Interest expense on borrowings increased by $42,000 or 8.6%, to $529,000 for the year ended June 30, 1998, compared to $487,000 for the year ended June 30, 1997. The increase was the result of a larger average balance outstanding for the current year, which was partially offset by a decline in the average cost of borrowings. The combined weighted average rate paid on deposits and borrowings was 5.3% for the year ended June 30, 1998 and the prior year. The Company's interest rate spread increased to 3.88% for the year ended June 30, 1998, compared to 3.56% for the year ended June 30, 1997. The net interest margin increased to 4.65% for the year ended June 30, 1998, compared to 4.41% for the year ended June 30, 1997. Increases in both interest rate spread and interest rate margin were the result of larger average balances in loans receivable, which are the Company's highest yielding assets, and larger average balances in lower costing liabilities, such as transaction accounts. Provisions for Loan Losses. For the year ended June 30, 1998, the Bank provided $102,000 for future loan losses. During the prior year, provisions of $85,000 were made. The allowance for loan losses totaled $320,000 or .94% of net loans at June 30, 1998, compared to $231,000 or .68% of net loans at June 30, 1997, an increase of $89,000 or 38.5%. Management considers the Bank's allowance for loan losses to be adequate based on general economic conditions, historical net charge-offs and other factors such as the size, condition and characteristics of the loan portfolio. In assessing loan loss allowance adequacy, consideration is also given to the volume and composition of loan portfolio growth as well as the level of allowances maintained by peers. Noninterest Income. Noninterest income increased by $103,000 or 62.9% to $267,000 for the year ended June 30, 1998, compared to $164,000 for the prior year ended June 30, 1997. A major contributor to the increase was a $104,000 or 279.3% increase in gains on the sale of investments to $141,000 for the year ended June 30, 1998, compared to $37,000 for the year ended June 30, 1997. Partially offsetting this increase and the increase in service fee income was a decline of $24,000 in gains on the sale of real estate acquired for development to $7,000 for the current year, compared to $31,000 for the same period a year ago. BSF Inc., the Bank's service corporation subsidiary ("BSF"), was organized in 1989 and has historically engaged in the purchasing and developing of large tracts of real estate. Management has utilized the sale of lots and residences to provide an additional source of income for the Company. The level of income from this source fluctuates widely since it is dependent on the volume of activity, primarily the number of lots sold, and profits on residential properties. In connection with the Bank's conversion to an Indiana mutual savings bank in 1996, the FDIC required the Bank to cease BSF's land acquisitions and divest of BSF's non-conforming real estate holdings within five years, among other conditions. BSF has ceased to acquire land and is in the process of divesting of its real estate holdings. BSF currently anticipates that all non-conforming real estate will be sold within the required disposition period. The loss of the income from this source will have an adverse effect on net income subsequent to discontinuance of this business activity. Noninterest Expense. Noninterest expense increased by $77,000 or 5.6%, to $1,444,000 for the year ended June 30, 1998, compared to $1,368,000 for the year ended June 30, 1997. The increase can be primarily attributed the $203,000 or 36.1% increase in salaries and employee benefits to $766,000 for the year ended June 30, 1998, compared to $563,000 for the prior year ended June 30, 1997. The increase was the result of new staff members hired for the Bank's Cloverdale branch and costs associated with employee benefit plans adopted during fiscal year 1997. Partially offsetting this increase was a drop in deposit insurance expense of $149,000 or 90.3%, to $16,000 for the year ended June 30, 1998, compared to $165,000 for the year ended June 30, 1997. Deposit insurance expense for last year included the one-time special assessment expense of $142,000 imposed by federal legislation to recapitalize the SAIF. Other increases related to occupancy, advertising, foreclosed property, and data processing expenses. These increases were partially offset by a decline in legal and professional fees of $48,000 or 28.2%, to $123,000 for the year ended June 30, 1998, compared to $172,000 for the year ended June 30, 1997. Income Tax Expense. Income tax expense increased $54,000 or 35.3%, to $206,000 for the year ended June 30, 1998, compared to $152,000 for the prior year ended June 30, 1997. The increase was due to an increase in income before taxes of $194,000 or 48.0%, which was partially offset by a decline in the effective combined federal and state income tax rate to 34.4% for the year ended June 30, 1998, compared to 37.7% for the same period a year ago. CHANGES IN FINANCIAL POSITION AND RESULTS OF OPERATIONS - YEAR ENDED JUNE 30, 1997, COMPARED TO YEAR ENDED JUNE 30, 1996: General. Total assets increased $3.1 million at June 30, 1997 compared to June 30, 1996. The increase was the net result of an increase in loans, combined with decreases in investment securities and cash and cash equivalents. Loans increased by $7.0 million or 25.8%, while the sale of securities decreased investment securities by $2.8 million and cash and cash equivalents decreased by $1.5 million to fund the increase in loans. The increase in loans was also funded by additional advances of $1.8 million from the FHLB. Average assets increased from $34.3 million for the year ended June 30, 1996, to $40.2 million for the year ended June 30, 1997, an increase of 17.2%. Average interest-earning assets represented 96.0% of average assets for the year ended June 30, 1996 compared to 95.5% for the year ended June 30, 1997. Average loans experienced the largest increase amounting to $3.4 million while other interest-earning assets increased to a lesser extent. Average interest-bearing liabilities as a percentage of average interest-earning assets were 84.0% for 1997 compared to 93.2% for 1996. Investment Securities. Average investment securities and mortgage-backed securities increased $1.1 million and $895,000 respectively for the year ended June 30, 1997 compared to the year ended June 30, 1996 primarily due to the initial investment of conversion proceeds in securities. During the year ended June 30, 1997, mortgage-backed securities and selected other securities were sold primarily to fund loan growth. Consequently, at June 30, 1997, the total of mortgage-backed securities and other investment securities decreased $2.8 million compared to June 30, 1996. All investments are classified as available for sale to provide maximum flexibility in managing the investment portfolio. At June 30, 1997 and 1996 the net unrealized gain (loss) on securities available for sale was $42,000 and ($28,000), respectively. Loans and Allowance for Loan Losses. Average loans increased approximately $3.4 million from the year ended June 30, 1996 to June 30, 1997. The growth in loans was funded by decreases in other earning assets and increased average borrowings. Average loans were $30.4 million for the period ended June 30, 1997 compared to $27.0 million for the period ended June 30, 1996. The average rate on loans was 9.57% for the year ended June 30, 1997 compared to 9.71% for the year ended June 30, 1996, a decrease of 14 basis points. The allowance for loan losses as a percentage of net loans increased to .68% from .55% as a result of a monthly provision for loan losses and nominal charge-offs. The ratio of the allowance for loan losses to nonperforming loans was 30.9% at June 30, 1997 compared to 41.8% at June 30, 1996. Residential mortgage loans increased by $1.7 million and comprised 57.2% of total loans at June 30, 1997 compared to 66.1% a year earlier. Nonresidential mortgage loans increased by $4.4 million to $6.9 million, or 19.8% of total loans at June 30, 1997, compared to 9.22% of total loans at June 30, 1996. Premises and Equipment. Premises and equipment increased approximately $451,000, net of depreciation from June 30, 1996 to June 30, 1997. The largest increases were related to the purchase of a property for a proposed branch office in Cloverdale, Indiana and building construction for expanded facilities on property adjacent to the Bank. Deposits. Deposits decreased $2.5 million from $28.7 million at June 30, 1996 to $26.2 million at June 30, 1997. Passbook savings accounts decreased approximately $4.7 million, substantially all of which was attributable to funds withdrawn for the purchase of common stock related to the conversion of the Bank from a mutual to a stock institution. All other deposits increased $2.2 million during this period. Average total deposits decreased $670,000 to $24.5 million for the year ended June 30, 1997 compared to $25.2 million for the year ended June 30, 1996. Interest-bearing demand deposits and money market deposits totaled $3.7 million or 14.1% of total deposits at June 30, 1997, compared to $2.4 million and 8.3% of total deposits at June 30, 1996. Savings deposits, which were unusually high at June 30, 1996, comprised 11.3% of total deposits at June 30, 1997 compared to 26.8% a year earlier. Savings deposits, at June 30, 1996, included approximately $4.7 million of conversion proceeds for the purchase of stock. Certificates of deposits increased to $19.5 million or 74.7% of total deposits at June 30, 1997 compared to $16.0 million and 64.9% of deposits at June 30, 1996. Borrowed Funds. Borrowed funds increased $1.8 million from June 30, 1996 to June 30, 1997. The increase in borrowed funds was used to fund a portion of the Bank's loan growth. The weighted average interest rate on advances from the FHLB of Indianapolis increased from 6.05% at June 30, 1996 to 6.30% at June 30, 1997. Average borrowed funds increased to $7.7 million for the year ended June 1997 from $5.5 million for the year ended June 1996. Stockholders' Equity. Stockholders' equity increased $3.8 million to $7.2 million at June 30, 1997 compared to $3.4 million at June 30, 1996 primarily due to conversion proceeds and net income during the period. On July 1, 1996, the Bank completed the conversion and the formation of Home Financial Bancorp as the holding companyof the Bank. As part of the conversion, the Company issued 505,926 shares of common stock at $10 per share (before restatement for the 2-for-1 stock split), of which 40,474 shares (before restatement for the 2-for-1 stock split) were issued to an Employee Stock Ownership Plan. Net proceeds of the Company's stock issuance, after costs, were approximately $4.7 million, of which $2.5 million was used to acquire 100% of the stock and ownership of the Bank. During the period ended June 30, 1997, 36,400 shares of common stock (before restatement for the 2-for-1 stock split) were purchased and retired by the Company pursuant to a 10% stock repurchase program. These repurchases reduced total outstanding shares of common stock to 469,526 (before restatement for the 2-for-1 stock split) at June 30, 1997, and the $565,000 cost represented a reduction in total stockholders' equity. Net Income. Net income for the fiscal year ended June 30, 1997 totaled $252,000 compared to $288,000 for the year ended June 30, 1996, representing a $36,000 or 12.5% decrease. The decline in net income was due primarily to a one-time special assessment of $142,000 ($86,000 after tax) imposed by federal legislation to recaptialize the SAIF. The return on average assets for the year ended June 30, 1997 was .63%, compared to .84% for the prior year ended June 30, 1996. The return on average equity was 3.31% for the year ended June 30, 1997, as compared to 8.71% for the year ended 1996. Basic and diluted earnings per share were $.27 for the year ended June 30, 1997. For the Year ended June 30, 1997, net income without the special SAIF assessment would have totaled $338,000 or $.37 per share. Further, the return on average assets and the return on average equity, without the special assessment, would have been .84% and 4.44%, respectively. Net Interest Income. Net Interest income increased $332,000 to $1.7 million for the year ended June 30, 1997, compared to the prior year. Total interest income was $3.4 million for the year ended June 30, 1997, compared to $3.0 million for 1996. Average earning assets increased $5.5 million from $32.9 million to $38.4 million from the 1996 period to the 1997 period. The increase in average earning assets was accompanied by a decrease in average yields from 8.97% during 1996 to 8.84% during 1997. The increase in average loans was the primary factor contributing to the increase in total interest income. Total interest expense increased $110,000 during the fiscal year ended June 30, 1997 compared to 1996. This increase resulted from an increase in average interest-bearing liabilities of $1.6 million, from $30.7 million to $32.3 million as well as an increase in the average cost of funds from 5.19% for 1996 to 5.28% for 1997. The average balances of NOW and savings accounts decreased $463,000 while the average balance of certificates of deposits decreased $207,000 during 1997. Borrowed funds averaged $2.3 million higher during 1997 compared to 1996 as the Company continued to utilize borrowings from the FHLB to fund loans and other asset growth. Other Income. Service charges on deposit accounts increased $5,000 in 1997 compared to 1996 primarily as a result of an increase in the number of accounts subject to such charges. Income from the sale of real estate acquired for development decreased by $26,000 to $31,000 for the year ended June 30, 1997, compared to $57,000 for the year ended June 30, 1996. In connection with the Bank's conversion to an Indiana mutual savings bank in 1996, the FDIC required the divestiture of non-conforming real estate holdings within five years, among other conditions. Consequently, income from the sale of real estate acquired for development will decrease in future periods. Other Expenses. Salaries and benefits increased 35.7% to $563,000 for the fiscal year ended June 30, 1997, compared to 1996. The increase reflects new employee benefit plans, two additional full-time employees, and normal increases in compensation and payroll taxes. Expenses related to the Employee Stock Ownership Plan ("ESOP"), adopted in July 1996, and the Recognition and Retention Plan and Trust ("RRP") approved by shareholders in January 1997, account for much of the salaries and benefits increase. The ESOP expense for 1997 was $66,000 while the RRP cost was $25,000. Deposit insurance expense was $165,000 during 1997; an increase of $111,000, or 205.6% from $54,000 for the year ended June 30, 1996. The increase was attributed to a recapitalization plan for the SAIF signed into law on September 30, 1996, which provided for a special assessment on all SAIF-insured institutions to enable the SAIF to achieve its required level of reserves. The Company's special assessment totaled $142,000 before taxes, and was recorded as deposit insurance expense for the year ended June 30, 1997. Expenses other than those discussed above increased $174,000, or 52.1% for the year ended June 30, 1997, compared to the prior year. Legal, accounting and other professional fees increased $124,000 during the year ended June 30, 1997 , primarily as a result of costs related to the conversion to a stock company and the implementation of various employee benefit plans. Other increases occurred as a result of general increases in a variety of expense categories, including advertising, which increased by $10,000 compared to the prior year ended June 30, 1996. Income Tax Expense. Income tax expense was $152,000 for the year ended June 30, 1997, compared to $196,000 for 1996. The level of tax expense was consistent with the amount of taxable income each year. The effective tax rate was 37.7% for the year ended June 30, 1997, and 40.5% for the year ended June 30, 1996. LIQUIDITY The Bank's primary sources of funds are deposits, proceeds from principal and interest payments on loans and proceeds from maturing securities. While maturities and scheduled amortization of loans are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions, competition and the restructuring of the thrift industry. Liquidity management is both a daily and long-term function of the bank's management strategy. In the event that the Bank should require funds beyond its ability to generate them internally, additional funds are available through the use of FHLB advances and though sales of securities. The Bank regularly monitors its interest rate spread position to determine the appropriate mix between retail and wholesale funds available to fund its loan activities. From time-to-time the Bank offers higher cost deposit products to generate funds for loans. The Bank also relies on advances from the FHLB of Indianapolis to fund its lending activities when the cost of alternative sources of funds makes it prudent to do so. The Bank will continue to monitor its interest rate spread position and its mix of deposits and alternative sources of funds. IMPACT OF INFLATION The consolidated financial statements presented herein have been prepared in accordance with generally accepted accounting principles. These principles require the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative purchasing power of money over time due to inflation. The primary assets and liabilities of financial institutions such as the Bank are monetary in nature. As a result, interest rates have a more significant impact on the Bank's performance than the effects of general levels of inflation. Interest rates, however, do not necessarily move in the same direction or with the same magnitude as the price of goods and services, since such prices are affected by inflation. In a period of rapidly rising interest rates, the liquidity and maturity structure of the Bank's assets and liabilities are critical to the maintenance of acceptable performance levels. The principal effect of inflation, as distinct from levels of interest rates, on earnings is in the area of noninterest expense. Such expense items as employee compensation, employee benefits and occupancy and equipment costs may be subject to increases as a result of inflation. An additional effect of inflation is the possible increase in the dollar value of the collateral securing loans made by the Bank. The Bank is unable to determine the extent, if any, to which properties securing the Bank's loans have appreciated in dollar value due to inflation. CURRENT ACCOUNTING ISSUES Reporting Comprehensive Income. The Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 130, in June 1997. This Statement establishes standards for reporting and display of comprehensive income and its components (revenues, expenses, gains, and losses) in a full set of general-purpose financial statements. SFAS No. 130 requires that all items that are required to be recognized under accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. It does not require a specific format for that financial statement but requires that an enterprise display an amount representing total comprehensive income for the period in that financial statement. Upon implementing this new Statement, an enterprise will classify items of other comprehensive income by their nature in a financial statement and display the accumulated balance of other comprehensive income separately from retained earnings and additional paid-in capital in the equity section of a statement of financial position. Statement 130 is effective for interim and annual periods beginning after December 15, 1997. The Company will adopt Statement 130 for the quarter end September 30, 1998. Disclosures about Segments of an Enterprise and Related Information. SFAS No. 131 establishes standards for the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports issued to shareholders. It also establishes standards for related disclosures about products and services, geographic areas, and major customers. This Statement supersedes SFAS No. 14, Financial Reporting for Segments of a Business Enterprise, but retains the requirement to report information about major customers. It amends SFAS No. 94, Consolidation of All Majority-Owned Subsidiaries, to remove the special disclosure requirements for previously unconsolidated subsidiaries. Upon implementing this Statement, a public business enterprise will be required to report the following: o Financial and descriptive information about its reportable operating segments o A measure of segment profit or loss, certain specific revenue and expense items, and segment assets. o Information about the revenues derived from the enterprise's products or services (or groups of similar products and services), about the countries in which the enterprise earns revenues and holds assets, and about major customers regardless of whether that information is used in making operating decisions. o Descriptive information about the way that the operating segments were determined, the products and services provided by the operating segments, differences between the measurements used in reporting segment information and those used in the enterprise's general-purpose financial statements, and changes in the measurement of segment amounts from period to period. SFAS No. 131 is effective for financial statements for periods beginning after December 15, 1997 which is June 30, 1999 for the Company. This Statement is not anticipated to have any significant applicability to the Company based on current operations. In the initial year of application, comparative information for earlier years is to be restated. This Statement need not be applied to interim financial statements in the initial year of its application, but comparative information for interim periods in the initial year of application is to be reported in financial statements for interim periods in the second year of application. Employers' Disclosures about Pensions and Other Postretirement Benefits. SFAS No. 132, which amends FASB Statements No. 87, 88, and 106, was issued in February, 1998. While this Statement does not change the measurement or recognition of pension or other postretirement benefit plans, it revises employers' disclosures about pension and other postretirement benefit plans. Some of the provisions of the Statement include: o The standardization of the disclosure requirements for pensions and other postretirement benefits to the extent practicable. o A requirement for additional information on changes in the benefit obligations and fair values of plan assets that will facilitate financial analysis. o The elimination of certain disclosures that are no longer as useful as they were when FASB Statements No. 87, Employers' Accounting for Pensions, No. 88, Employers' Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, and No. 106, Employers' Accounting for Postretirement Benefits Other Than Pensions, were issued. o Suggested combined formats for presentation of pension and other postretirement benefit disclosures. This Statement is effective for fiscal years beginning after December 15, 1997, which is June 30, 1999 for the Company. Earlier application is encouraged. Restatement of disclosures for earlier periods provided for comparative purposes is required unless the information is not readily available, in which case the notes to the financial statements should include all available information and a description of the information not available. Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133 requires companies to record derivatives on the balance sheet at their fair value. SFAS No. 133 also acknowledges that the method of recording a gain or loss depends on the use of the derivative. If certain conditions are met, a derivative may be specifically designated as (a) a hedge of the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment, (b) a hedge of the exposure to variable cash flows of a forecasted transaction, or (c) a hedge of the foreign currency exposure of a net investment in a foreign operation, an unrecognized firm commitment, an available-for-sale security, or a foreign-currency-denominated forecasted transaction. o For a derivative designated as hedging the exposure to changes in the fair value of a recognized asset or liability or a firm commitment (referred to as a fair value hedge), the gain or loss is recognized in earnings in the period of change together with the offsetting loss or gain on the hedged item attributable to the risk being hedged. The effect of that accounting is to reflect in earnings the extent to which the hedge is not effective in achieving offsetting changes in fair value. o For a derivative designated as hedging the exposure to variable cash flows of a forecasted transaction (referred to as a cash flow hedge), the effective portion of the derivative's gain or loss is initially reported as a component of other comprehensive income (outside earnings) and subsequently reclassified into earnings when the forecasted transaction affects earnings. The ineffective portion of the gain or loss is reported in earnings immediately. o For a derivative designated as hedging the foreign currency exposure of a net investment in a foreign operation, the gain or loss is reported in other comprehensive income (outside earnings) as part of the cumulative translation adjustment. The accounting for a fair value hedge described above applies to a derivative designated as a hedge of the foreign currency exposure of an unrecognized firm commitment or an available-for-sale security. Similarly, the accounting for a cash flow hedge described above applies to a derivative designated as a hedge of the foreign currency exposure of a foreign-currency-denominated forecasted transaction. o For a derivative not designated as a hedging instrument, the gain or loss is recognized in earnings in the period of change. The new Statement applies to all entities. If hedge accounting is elected by the entity, the method of assessing the effectiveness of the hedging derivative and the measurement approach of determining the hedge's ineffectiveness must be established at the inception of the hedge. SFAS No. 133 amends SFAS No. 52 and supercedes SFAS Nos. 80, 105, and 119. SFAS No. 107 is amended to include the disclosure provisions about the concentrations of credit risk from SFAS No. 105. Several Emerging Issues Task Force consensuses are also changed or nullified by the provisions of SFAS No. 133. SFAS No. 133 will be effective for all fiscal years beginning after June 15, 1999, which is June 30, 2000 for the Company. Early application is encouraged; however, this Statement may not be applied retroactively to financial statements of prior periods. INDEPENDENT AUDITOR'S REPORT Board of Directors Home Financial Bancorp Spencer, Indiana We have audited the consolidated statement of financial condition of Home Financial Bancorp and subsidiary as of June 30, 1998 and 1997, and the related consolidated statements of income, changes in stockholders' equity and cash flows for each of the three years in the period ended June 30, 1998. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements described above present fairly, in all material respects, the consolidated financial position of Home Financial Bancorp and subsidiary as of June 30, 1998 and 1997, and the results of their operations and their cash flows for each of the three years in the period ended June 30, 1998, in conformity with generally accepted accounting principles. /s/ Olive LLP Indianapolis, Indiana July 24, 1998 HOME FINANCIAL BANCORP AND SUBSIDIARY CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
June 30, 1998 1997 - --------------------------------------------------------------------------------------------- Assets Cash $ 318,043 $ 296,805 Short-term interest-bearing deposits 3,484,060 3,887,498 ------------ ------------ Total cash and cash equivalents 3,802,103 4,184,303 Investment securities--available for sale 1,917,734 2,101,734 Loans 34,278,725 34,348,648 Allowance for loan losses (319,595) (231,397) ------------ ------------ Net loans 33,959,130 34,117,251 Real estate acquired for development 20,758 20,758 Premises and equipment 1,687,355 963,657 Federal Home Loan Bank stock 500,000 500,000 Interest receivable 263,859 268,648 Other assets 408,804 351,876 ------------ ------------ Total assets $ 42,559,743 $ 42,508,227 ============ ============ Liabilities Deposits Noninterest bearing $ 510,423 $ 104,357 Interest-bearing deposits 26,138,187 26,052,159 ------------ ------------ Total deposits 26,648,610 26,156,516 Federal Home Loan Bank advances 8,200,000 9,000,000 Other liabilities 205,227 154,577 ------------ ------------ Total liabilities 35,053,837 35,311,093 ------------ ------------ Commitments and Contingencies Stockholders' Equity Preferred stock, without par value: Authorized and unissued--2,000,000 shares Common stock, without par value Authorized--5,000,000 Issued--929,052 and 939,052 4,372,621 4,389,698 Retained earnings--substantially restricted 3,689,484 3,409,288 Unearned compensation (228,169) (264,781) Unearned ESOP shares (304,310) (364,264) Net unrealized gain (loss) on securities available for sale (23,720) 27,193 Total stockholders' equity 7,505,906 7,197,134 ------------ ------------ Total liabilities and stockholders' equity $ 42,559,743 $ 42,508,227 ============ ============
See notes to consolidated financial statements. HOME FINANCIAL BANCORP AND SUBSIDIARY CONSOLIDATED STATEMENT OF INCOME
Year Ended June 30 1998 1997 1996 - ------------------------------------------------------------------------------------------------------- Interest Income Loans $3,305,864 $2,912,085 $2,618,394 Deposits with financial institutions 177,192 136,538 135,553 Investment securities Taxable 67,509 279,869 161,258 Tax exempt 30,073 18,206 Other interest and dividend income 139,771 38,105 21,210 ---------- ---------- ---------- Total interest and dividend income 3,690,336 3,396,670 2,954,621 ---------- ---------- ---------- Interest Expense Deposits 1,282,778 1,210,207 1,261,043 Federal Home Loan Bank advances 529,325 487,217 330,458 Other interest expense 5,758 1,282 Total interest expense 1,812,103 1,703,182 1,592,783 ---------- ---------- ---------- Net Interest Income 1,878,233 1,693,488 1,361,838 Provision for losses on loans 102,000 85,000 94,000 ---------- ---------- ---------- Net Interest Income After Provision for Losses on Loans 1,776,233 1,608,488 1,267,838 ---------- ---------- ---------- Other Income Service charges on deposit accounts 55,182 42,494 37,478 Gain on sale of real estate acquired for development 7,108 31,437 56,944 Net realized gain on sales of available-for-sale securities 140,925 37,155 Other income 63,736 52,750 47,535 ---------- ---------- ---------- Total other income 266,951 163,836 141,957 ---------- ---------- ---------- Other Expenses Salaries and employee benefits 766,336 563,142 414,986 Net occupancy expenses 84,653 70,825 67,213 Equipment expenses 57,932 61,044 55,436 Deposit insurance expense 15,881 164,550 53,686 Computer processing fees 79,766 59,152 55,410 Printing and office supplies 40,839 38,274 33,479 Legal and professional fees 123,218 171,674 47,324 Advertising expense 46,931 34,004 24,346 Other expenses 228,584 204,901 173,561 ---------- ---------- ---------- Total other expenses 1,444,140 1,367,566 925,441 ---------- ---------- ---------- Income Before Income Tax 599,044 404,758 484,354 Income tax expense 206,266 152,441 195,964 ---------- ---------- ---------- Net Income $ 392,778 $ 252,317 $ 288,390 ========== ========== ========== Net Income Per Share Basic $ .47 $ .27 Diluted .47 .27
See notes to consolidated financial statements. HOME FINANCIAL BANCORP AND SUBSIDIARY CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Net Unrealized Gain (Loss) on Unearned Securities Common Stock Retained Unearned ESOP Available Shares Amount Earnings Compensation Shares For Sale Total - --------------------------------------------------------------------------------------------------------------------------- Balances, July 1, 1995 $3,138,811 $20,351 $3,159,162 Net income for 1996 288,390 288,390 Net change in unrealized gain (loss) on securities available for sale (37,480) (37,480) ------------------------------------------------------------------------------------------- Balances, June 30, 1996 3,427,201 (17,129) 3,410,072 Net income for 1997 252,317 252,317 Common stock issued in conversion, net of costs 1,011,852 $4,728,294 4,728,294 Cash dividends ($.075 per share) (68,818) (68,818) Net change in unrealized gain (loss) on securities available for sale 44,322 44,322 Contributions for unearned ESOP shares $(404,740) (404,740) ESOP shares earned 25,404 40,476 65,880 Contribution for unearned RRP shares $(290,172) (290,172) RRP shares earned 25,391 25,391 Purchase of stock (72,800) (364,000) (201,412) (565,412) ------------------------------------------------------------------------------------------- Balances, June 30, 1997 939,052 4,389,698 3,409,288 (264,781) (364,264) 27,193 7,197,134 Net income for 1998 392,778 392,778 Cash dividends ($.10 per share) (85,082) (85,082) Net change in unrealized gain (loss) on securities available for sale (50,913) (50,913) ESOP shares earned 32,923 59,954 92,877 RRP shares earned 36,612 36,612 Purchase of stock (10,000) (50,000) (27,500) (77,500) ------------------------------------------------------------------------------------------- Balances, June 30, 1998 929,052 $4,372,621 $3,689,484 $(228,169) $(304,310) $(23,720) $7,505,906 ===========================================================================================
See notes to consolidated financial statements. HOME FINANCIAL BANCORP AND SUBSIDIARY CONSOLIDATED STATEMENT OF CASH FLOWS
Year Ended June 30, 1998 1997 1996 - -------------------------------------------------------------------------------------------------------------- Operating Activities Net income $ 392,778 $ 252,317 $ 288,390 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 102,000 85,000 94,000 Investment securities amortization, net 981 2,630 464 ESOP shares earned 92,877 65,880 RRP shares earned 36,612 25,391 Depreciation and amortization 87,912 83,193 74,367 Deferred income tax benefit (50,485) (35,294) (41,460) Gain on sale of real estate acquired for development (7,108) (31,437) (56,944) Gain on sale of other real estate (35,016) (21,964) (3,250) Gain on sale of securities available for sale (140,925) (37,155) Change in Interest receivable 4,789 (32,970) (49,069) Other assets 62,331 (74,794) (10,361) Other adjustments 50,372 64,038 (34,852) ---------- ---------- ---------- Net cash provided by operating activities 597,118 344,835 261,285 ---------- ---------- ---------- Investing Activities Purchases of securities available for sale (1,905,142) (3,261,591) (3,316,533) Proceeds from sales of securities available for sale 1,895,041 4,824,600 Proceeds from maturities and paydowns of securities available for sale 250,523 1,342,922 1,002,691 Proceeds from maturities and paydowns of securities held to maturity 111,071 Net changes in loans (258,317) (7,371,895) (1,761,684) Improvements to real estate owned (31,552) (12,621) Proceeds from real estate owned sales 345,119 204,501 44,202 Purchase of premises and equipment (811,610) (569,082) (164,998) Proceeds from disposal of premises and equipment 35,000 58,000 Purchase of real estate acquired for development (2,911) (38,421) Proceeds from sale of real estate acquired for development 7,108 185,170 112,170 Purchase of FHLB of Indianapolis stock (140,000) (110,000) ---------- ---------- ---------- Net cash used by investing activities (508,830) (4,765,907) (4,063,502) ---------- ---------- ---------- Financing Activities Net change in NOW and savings deposits (467,983) (3,456,237) 4,309,021 Certificates of deposit 960,077 887,053 1,916,677 Advances from Federal Home Loan Bank of Indianapolis 5,000,000 4,300,000 2,200,000 Payments on advances from Federal Home Loan Bank of Indianapolis (5,800,000) (2,500,000) Payments on other borrowings (28,773) Sale of stock 4,578,341 Prepaid stock conversion costs (260,067) Purchase of stock (77,500) (565,412) Dividends paid (85,082) (68,818) Contribution of RRP shares (290,172) ---------- ---------- ---------- Net cash provided (used) by financing activities (470,488) 2,884,755 8,136,858 ---------- ---------- ---------- Net Change in Cash and Cash Equivalents (382,200) (1,536,317) 4,334,641 Cash and Cash Equivalents, Beginning of Year 4,184,303 5,720,620 1,385,979 ---------- ---------- ---------- Cash and Cash Equivalents, End of Year $3,802,103 $4,184,303 $5,720,620 ========== ========== ========== Additional Cash Flows and Supplementary Information Interest paid $1,805,250 $1,703,182 $1,592,783 Income tax paid 174,710 178,988 179,305 Transfers from loans to other real estate 314,438 294,368 Stock issuance costs transferred from other assets to stockholders' equity 254,787 Common stock issued to ESOP leveraged with an employer loan 404,740
See notes to consolidated financial statements. Note 1-- Nature of Operations and Summary of Significant Accounting Policies The accounting and reporting policies of Home Financial Bancorp ("Company") and its wholly owned subsidiary, Owen Community Bank, s.b. ("Bank") and the Bank's wholly owned subsidiary, BSF, Inc. ("BSF"), conform to generally accepted accounting principles and reporting practices followed by the thrift industry. The more significant of the policies are described below. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company is a bank holding company whose principal activity is the ownership and management of the Bank. Commencing July 1, 1996, the Bank operates under a state thrift charter, known as a stock savings bank, and provides full banking services. Prior to July 1, 1996, the Bank operated as an Indiana mutual savings bank. As a state-chartered thrift, the Bank is subject to regulation by the Department of Financial Institutions, State of Indiana and the Federal Deposit Insurance Corporation ("FDIC"). The Bank generates mortgage and consumer loans and receives deposits from customers located primarily in Owen and surrounding counties. The Bank's loans are generally secured by specific items of collateral including real property and consumer assets. BSF engages in purchasing and developing large tracts of real estate. After land is purchased, BSF subdivides the real estate into lots, makes improvements such as streets, and sells individual lots, usually on contract for deed. In connection with the Bank's conversion to an Indiana mutual savings bank in 1995, the FDIC required the Bank to cease BSF's land acquisitions, divest of BSF's nonconforming real estate holdings by November 16, 2000 and maintain the Bank's capital at levels sufficient to classify the Bank as a well-capitalized institution. BSF has ceased land acquisitions and is in process of divesting of its real estate holdings. BSF's net income for the years ended June 30, 1998, 1997 and 1996, included in the Company's consolidated net income, totaled $21,000, $35,000 and $59,000. Consolidation--The consolidated financial statements include the accounts of the Company and subsidiary after elimination of all material intercompany transactions and accounts. Investment Securities--Debt securities are classified as held to maturity when the Company has the positive intent and ability to hold the securities to maturity. Securities held to maturity are carried at amortized cost. Debt securities not classified as held to maturity are classified as available for sale. Securities available for sale are carried at fair value with unrealized gains and losses reported separately, net of tax, in stockholders' equity. Amortization of premiums and accretion of discounts are recorded using the interest method as interest income from securities. Realized gains and losses are recorded as net security gains (losses). Gains and losses on sales of securities are determined on the specific-identification method. Loans are carried at the principal amount outstanding. A loan is impaired when, based on current information or events, it is probable that the Bank will be unable to collect all amounts due (principal and interest) according to the contractual terms of the loan agreement. Payments with insignificant delays not exceeding 90 days outstanding are not considered impaired. The Bank considers its investment in one-to-four family residential loans and consumer loans to be homogeneous and therefore excluded from separate identification for evaluation of impairment. Interest income is accrued on the principal balances of loans. The accrual of interest on impaired and nonaccrual loans is discontinued when, in management's opinion, the borrower may be unable to meet payments as they become due. When interest accrual is discontinued, all unpaid accrued interest is reversed when considered uncollectible. Interest income is subsequently recognized only to the extent cash payments are received. Certain loan fees and direct costs are being deferred and amortized as an adjustment of yield on the loans over the contractual lives of the loans. When a loan is paid off or sold, any unamortized loan origination fee balance is credited to income. Allowance for loan losses is maintained to absorb loan losses based on management's continuing review and evaluation of the loan portfolio and its judgment as to the impact of economic conditions on the portfolio. The evaluation by management includes consideration of past loss experience, changes in the composition of the portfolio, the current condition and amount of loans outstanding, and the probability of collecting all amounts due. Impaired loans are measured by the present value of expected future cash flows, or the fair value of the collateral of the loan, if collateral dependent. The determination of the adequacy of the allowance for loan losses is based on estimates that are particularly susceptible to significant changes in the economic environment and market conditions. Management believes that as of June 30, 1998, the allowance for loan losses is adequate based on information currently available. A worsening or protracted economic decline in the area within which the Bank operates would increase the likelihood of additional losses due to credit and market risks and could create the need for additional loss reserves. Real estate acquired for development is carried at the lower of cost or fair value. Costs relating to development and improvements of property are allocated to individual lots and capitalized, whereas costs relating to holding the property are expensed. Gains on sales of lots are determined on the specific-identification method. Premises and equipment are carried at cost net of accumulated depreciation. Depreciation is computed using the accelerated and straight-line methods based principally on the estimated useful lives of the assets. Maintenance and repairs are expensed as incurred while major additions and improvements are capitalized. Gains and losses on dispositions are included in current operations. Federal Home Loan Bank ("FHLB") stock is a required investment for institutions that are members of the Federal Home Loan Bank system. The required investment in the common stock is based on a predetermined formula. Pension plan costs are based on actuarial computations and charged to current operations. The funding policy is to pay at least the minimum amounts required by ERISA. Stock options are granted for a fixed number of shares with an exercise price equal to the fair value of the shares at the date of grant. The Company accounts for and will continue to account for stock option grants in accordance with APB Opinion No. 25, Accounting for Stock Issued to Employees, and, accordingly, recognizes no compensation expense for the stock option grants. Income tax in the consolidated statement of income includes deferred income tax provisions or benefits for all significant temporary differences in recognizing income and expenses for financial reporting and income tax purposes. The Company and Bank file consolidated tax returns. Earnings per share have been computed based upon the weighted average common shares and potential common shares outstanding during the period subsequent to the Bank's conversion to a stock savings bank on July 1, 1996. Unearned Employee Stock Ownership Plan ("ESOP") shares have been excluded from the computation of average common shares and potential common shares outstanding. Note 2 -- Conversion to State Stock Savings Bank On July 1, 1996, the Bank completed the conversion from a state chartered mutual savings bank to a state chartered stock savings bank and the formation of the Company as the holding company of the Bank. As part of the conversion, the Company issued 505,926 (before restatement for the 2 for 1 stock split discussed in Note 10) shares of common stock at $10 per share. Net proceeds of the Company's stock issuance, after costs and excluding the shares issued for the ESOP, were approximately $4,320,000 of which $2,472,548 was used to acquire 100% of the stock and ownership of the Bank. Costs associated with the conversion were deducted from the proceeds of stock sold by the Company. The transaction was accounted for in a manner similar to a pooling of interests. Note 3 -- Investment Securities 1998 ----------------------------------------------- Gross Gross Amortized Unrealized Unrealized Fair June 30, Cost Gains Losses Value - -------------------------------------------------------------------------------- Available for sale Federal agencies $ 100 $ 3 $ 103 Marketable equity securities 1,320 $ 48 1,272 Mortgage-backed securities 537 6 543 ----------------------------------------------- Total investment securities $1,957 $ 9 $ 48 $1,918 =============================================== 1997 ----------------------------------------------- Gross Gross Amortized Unrealized Unrealized Fair June 30, Cost Gains Losses Value - -------------------------------------------------------------------------------- Available for sale U.S. Treasury $ 825 $ 2 $ 827 Federal agencies 100 4 104 Marketable equity securities 344 34 378 Mortgage-backed securities 788 5 793 ----------------------------------------------- Total investment securities $2,057 $ 45 $2,102 =============================================== The amortized cost and fair value of securities available for sale at June 30, 1998, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. 1998 Amortized Fair Cost Value -------------------------- Maturity Distribution at June 30 - ----------------------------------------------------- One to five years $ 100 $ 103 Marketable equity securities 1,320 1,272 Mortgage-backed securities 537 543 ------ ------ Totals $1,957 $1,918 ====== ====== Securities with a carrying value of $528,000 and $788,000 were pledged at June 30, 1998 and 1997 to secure FHLB advances. Proceeds from sales of securities available for sale during 1998 and 1997 were $1,895,000 and $4,825,000. Gross gains of $141,000 and $71,000 in 1998 and 1997 and gross losses of $34,000 in 1997 were realized on the sales. The tax expense for net gains on security transactions for June 30, 1998 and 1997 was $56,000 and $14,000, respectively. On December 26, 1995, the Bank transferred certain securities from held to maturity to available for sale in accordance with a transition reclassification allowed by the Financial Accounting Standards Board. Such securities had a carrying value of $1,716,000 and a fair value of $1,707,000. Other than the initial adoption of SFAS No. 115 and the preceding, there were no transfers or sales of investment securities during the periods presented. Note 4 -- Loans and Allowance June 30 1998 1997 - -------------------------------------------------------------------------------- Real estate mortgage loans Residential $ 19,563 $ 20,625 Mobile home and land 4,666 4,397 Nonresidential 7,614 6,912 Multi-family 904 980 Mobile home loans 831 1,004 Commercial and industrial 242 247 Consumer loans 655 612 -------- -------- 34,475 34,777 -------- -------- Undisbursed portion of loans (198) (430) Deferred loan costs 2 2 -------- -------- (196) (428) -------- -------- Total loans $ 34,279 $ 34,349 ======== ======== Year Ended June 30, 1998 1997 1996 - -------------------------------------------------------------------------------- Allowance for loan losses Balances, July 1 $ 231 $ 150 $ 57 Provision for loan losses 102 85 94 Loans charged off (13) (4) (1) ----- ----- ----- Balances, June 30 $ 320 $ 231 $ 150 ===== ===== ===== The Bank adopted SFAS No. 114 and No. 118, Accounting by Creditors For Impairment of a Loan and Accounting by Creditors for Impairment of a Loan--Income Recognition and Disclosures, on July 1, 1995. The Bank has not had any impaired loans since the adoption of Nos. 114 and 118. At June 30, 1998, 1997 and 1996, the Bank had nonaccrual loans of approximately $279,000, $562,000 and $359,000, for which impairment had not been recognized. The Bank has no commitments to loan additional funds to the borrowers of nonaccrual loans. The Bank has entered into transactions with certain directors and officers. Such transactions were made in the ordinary course of business on substantially the same terms and conditions, including interest rates and collateral, as those prevailing at the same time for comparable transactions with other customers, and did not, in the opinion of management, involve more than normal credit risk or present other unfavorable features. The aggregate amount of loans, as defined, to such related parties were as follows: Balances, June 30, 1997 $435 New loans, including renewals 341 Payments, etc. including renewals (376) Change in composition of related parties 9 ---- Balances, June 30, 1998 $409 ==== Note 5 -- Premises and Equipment June 30 1998 1997 - ------------------------------------------------------- Land $ 302 $ 277 Buildings 1,697 991 Equipment 450 381 Total cost 2,449 1,649 Accumulated depreciation (762) (685) -------- -------- Net $ 1,687 $ 964 ======== ======== Note 6 -- Deposits June 30 1998 1997 - ------------------------------------------------------- Noninterest bearing demand $ 510 $ 104 Interest-bearing demand 2,298 1,362 Money market deposits 1,512 2,217 Savings 3,271 2,941 Certificates of $100,000 or more 3,319 3,479 Other certificates 15,739 16,054 -------- -------- Total deposits $ 26,649 $ 26,157 ======== ======== Certificates maturing in years ending June 30: 1999 $11,614 2000 4,827 2001 844 2002 885 2003 888 ------- $19,058 ======= Note 7 -- Federal Home Loan Bank Advances 1998 Weighted Average June 30 Amount Rate - ------------------------------------------------------- Maturities in years ending 2000 $5,000 6.03% 2001 2,000 5.90% 2003 1,000 5.97% 2005 200 6.86% ------ ---- $8,200 6.01% ====== ==== The terms of the security agreement with the FHLB require the Bank to pledge as collateral for advances qualifying first mortgage loans in an amount equal to at least 170 percent of these advances and all stock in the FHLB. Advances are subject to restrictions or penalties in the event of prepayment. Note 8 -- Income Tax Year Ended June 30 1998 1997 1996 - ------------------------------------------------------- Income tax expense Currently payable Federal $ 199 $ 141 $ 185 State 57 46 52 Deferred Federal (39) (25) (32) State (11) (10) (9) ----- ----- ----- Total income tax expense $ 206 $ 152 $ 196 ===== ===== ===== Year Ended June 30 1998 1997 1996 - ------------------------------------------------------- Reconciliation of federal statutory to actual tax expense Federal statutory income tax at 34% $ 204 $ 138 $ 165 Effect of state income taxes 31 24 28 Tax exempt dividends and interest (24) (9) (5) Other (5) (1) 8 ----- ----- ----- Actual tax expense $ 206 $ 152 $ 196 ===== ===== ===== A cumulative net deferred tax asset is included in other assets. The components of the asset are as follows: June 30 1998 1997 - ------------------------------------------------------ Assets Allowance for loan losses $ 98 $61 Deferred compensation 26 9 Securities available for sale 16 Other 1 ----- ----- Total assets 141 70 ----- ----- Liabilities Depreciation 6 3 State income tax 10 7 Securities available for sale 18 Loan fees 3 4 ----- ----- Total liabilities 19 32 ----- ----- $122 $38 ===== ===== No valuation allowance was necessary for the years ended June 30, 1998 and 1997. Retained earnings at June 30, 1998, include approximately $700,000 for which no deferred federal income tax liability has been recognized. This amount represents an allocation of income to bad debt deductions as of June 30, 1988 for tax purposes only. Reduction of amounts so allocated for purposes other than tax bad debt losses including redemption of bank stock or excess dividends, or loss of "bank status" would create income for tax purposes only, which income would be subject to the then-current corporate income tax rate. The unrecorded deferred federal income tax liability on the above amounts was approximately $280,000 at June 30, 1998. Note 9 -- Commitments and Contingent Liabilities In the normal course of business there are outstanding commitments and contingent liabilities, such as commitments to extend credit, which are not included in the accompanying financial statements. The Bank's exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit is represented by the contractual or notional amount of those instruments. The Bank uses the same credit policies in making such commitments as it does for instruments that are included in the consolidated statement of financial condition. Financial instruments whose contract amount represents credit risk as of June 30 were as follows: 1998 1997 - ------------------------------------------------------ Mortgage loan commitments At variable rates $827 $563 At fixed rates 553 515 Unused lines of credit 510 9 Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer's credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management's credit evaluation. Collateral held varies, but may include residential real estate, or other assets of the borrower. The Bank has entered into agreements with three officers which provide for salary continuation for a three-year period under certain circumstances, primarily related to change of control of the Bank, as defined. Under the terms of the agreements, these payments could occur if, following a change of control, such officers are terminated other than for cause or unreasonable changes are made in their employment relationships. These agreements extend automatically for one year on each anniversary date unless certain conditions are met. One of the agreements was effective January 1, 1996 and the other two agreements were effective July 1, 1996. The Company and Bank are also subject to claims and lawsuits which arise primarily in the ordinary course of business. It is the opinion of management that the disposition or ultimate determination of such possible claims or lawsuits will not have a material adverse effect on the consolidated financial position of the Company. Note 10 -- Stockholders' Equity On December 9, 1997, the Company approved a 2 for 1 stock split, under which every share of its common stock outstanding at the close of business on December 23, 1997 was converted into two shares of common stock. The additional certificates were distributed to stockholders on January 6, 1998. As a result of the stock split, the number of shares outstanding increased from 464,526 to 929,052 shares. Unless otherwise noted, all share and per share data have been restated for the 2 for 1 stock split. The Company's board of directors has approved the repurchase of up to 10 percent of the Company's outstanding shares of common stock. Such purchases will be made subject to market conditions in open market or block transactions. During the years ended June 30, 1998 and 1997, the Company had repurchased 10,000 and 72,800 of its outstanding shares. Note 11 -- Dividends and Capital Restrictions The Company is not subject to any regulatory restriction on the payment of dividends to its stockholders. Without prior approval, current regulations allow the Bank to pay dividends to the Company not exceeding net profits (as defined) for the current year plus those for the previous two years. The Bank normally restricts dividends to a lesser amount because of the need to maintain an adequate capital structure. At the time of conversion, a liquidation account was established in an amount equal to the Bank's net worth as reflected in the latest statement of condition used in its final conversion offering circular. The liquidation account is maintained for the benefit of eligible deposit account holders who maintain their deposit account in the Bank after conversion. In the event of a complete liquidation (and only in such event), each eligible deposit account holder will be entitled to receive a liquidation distribution from the liquidation account in the amount of the then current adjusted subaccount balance for deposit accounts then held, before any liquidation distribution may be made to stockholders. Except for the repurchase of stock and payment of dividends, the existence of the liquidation account will not restrict the use or application of net worth. The initial balance of the liquidation account was $3,295,000. At June 30, 1998, total stockholder's equity of the Bank was $6,230,000, of which approximately $780,000 was available for the payment of dividends. Note 12 -- Regulatory Capital The Bank is subject to various regulatory capital requirements administered by the federal banking agencies and are assigned to a capital category. The assigned capital category is largely determined by three ratios that are calculated according to the regulations: total risk adjusted capital, Tier 1 capital, and Tier 1 leverage ratios. The ratios are intended to measure capital relative to assets and credit risk associated with those assets and off-balance sheet exposures of the entity. The capital category assigned to an entity can also be affected by qualitative judgments made by regulatory agencies about the risk inherent in the entity's activities that are not part of the calculated ratios. There are five capital categories defined in the regulations, ranging from well capitalized to critically undercapitalized. Classification of a bank in any of the undercapitalized categories can result in actions by regulators that could have a material effect on a bank's operations. At June 30, 1998 and 1997, the Bank is categorized as well capitalized and met all subject capital adequacy requirements. There are no conditions or events since June 30, 1998 that management believes has changed the Bank's classification. In connection with the Bank's conversion to a state-chartered savings bank, the FDIC imposed heightened capital requirements on the Bank because of the impermissible real estate development activities of BSF. The FDIC currently requires that the Bank maintain capital (after deduction of its investment in BSF) at levels sufficient for the Bank to be classified as a well-capitalized institution.
1998 ------------------------------------------------------------------------ Required Required for Adequate To Be Well Actual Capital 1 Capitalized 1 ------------------------------------------------------------------------ June 30 Amount Ratio Amount Ratio Amount Ratio - --------------------------------------------------------------------------------------------------------------------- Total capital 1 (to risk weighted assets) $6,543 26.2% $1,994 8.0% $2,493 10.0% Tier I capital 1 (to risk weighted assets) 6,223 25.0 997 4.0 1,496 6.0 Tier I capital 1 (to average assets) 6,223 15.1 1,648 4.0 2,060 5.0
1997 ------------------------------------------------------------------------ Required Required for Adequate To Be Well Actual Capital 1 Capitalized 1 ------------------------------------------------------------------------ June 30 Amount Ratio Amount Ratio Amount Ratio - --------------------------------------------------------------------------------------------------------------------- Total capital 1 (to risk weighted assets) $6,109 25.0% $1,952 8.0% $2,440 10.0% Tier I capital 1 (to risk weighted assets) 5,879 24.1 976 4.0 1,464 6.0 Tier I capital 1 (to average assets) 5,879 14.2 1,662 4.0 2,077 5.0
1 As defined by the regulatory agencies Note 13 -- Employee Benefit Plans The Bank is a participant in a pension fund known as the Pentegra Group. This plan is a multi-employer plan; separate actuarial valuations are not made with respect to each participating employer. According to the plan administrators, the market value of the fund's assets exceeded the value of vested benefits in the aggregate as of June 30, 1998, the date of the latest actuarial valuation. The plan required contributions in the amount of $2,700, $13,000 and $15,700 for the years ended June 30, 1998, 1997 and 1996. The plan provides pension benefits for substantially all of the Bank's employees. The Bank has a retirement savings Section 401(k) plan in which substantially all employees may participate. The Bank matches employees' contributions at the rate of 50 percent of the first 6 percent of base salary contributed by participants. The Bank's expense for the plan was $12,000, $10,100 and $9,200 for the years ended June 30, 1998, 1997 and 1996. As part of the conversion, the Company established an ESOP covering substantially all employees of the Bank. The ESOP acquired 40,474 (before restatement for the 2 for 1 stock split discussed in Note 10) shares of the Company common stock at $10 per share in the conversion with funds provided by a loan from the Company. Accordingly, the $404,740 of common stock acquired by the ESOP is shown as a reduction of stockholders' equity. Shares are released to participants proportionately as the loan is repaid. Dividends on allocated shares are recorded as dividends and charged to retained earnings. Dividends on unallocated shares, which will be distributed to participants, are treated as compensation expense. Compensation expense is recorded equal to the fair market value of the stock when contributions, which are determined annually by the Board of Directors of the Bank, are made to the ESOP. The expense under the ESOP was $93,000 and $66,000 for the years ended June 30, 1998 and 1997. At June 30, 1998 and 1997, the ESOP had 15,094 and 5,110 allocated shares, 61,096 and 70,314 suspense shares and 4,758 and 5,524 committed-to-be released shares. The fair value of the unearned ESOP shares at June 30, 1998 was $547,758. In January 1997, the Company's stockholders approved the Recognition and Retention Plan and Trust ("RRP"). The RRP may acquire up to 40,474 shares of the Company's common stock for awards to management. Shares awarded to management under the RRP vest at a rate of 20 percent at the end of each full 12 months of service with the Bank after the date of grant. During the year ended June 30, 1997, the Bank contributed $290,172 to the RRP for the purchase of 40,474 shares of the Company's common stock of which 30,356 shares were awarded to management and recorded as unearned compensation. Expense under the RRP was $37,000 and $25,000 for the years ended June 30, 1998 and 1997. Note 14 -- Stock Option Plan On October 14, 1997, the stockholders approved a stock option plan, reserving 101,184 shares of Company stock for the granting of options to certain directors, officers and other key employees of the Company and its subsidiary. The plan is accounted for in accordance with Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees, and related interpretations. Since the plan's adoption, incentive stock options for 55,000 shares of common stock have been granted with ten year terms that expire October 13, 2007 and a exercise price of $8.50 per share. These options became exercisable in full on April 14, 1998. In addition, non-qualified options for 15,000 shares have been granted with ten year terms that expire October 14, 2007 and a exercise price of $8.50 per share. These options were exercisable in full on April 14, 1998. The exercise price of each option was equal to the market price of the Company's stock on the date of grant; therefore, no compensation expense was recognized. Although the Company has elected to follow APB No. 25, SFAS No. 123 requires pro forma disclosures of net income and earnings per share as if the Company had accounted for its employee stock options under that Statement. The fair value of each option grant was estimated on the grant date using an option-pricing model with the following assumptions: 1998 ---- Risk-free interest rates 6.12% Dividend yields 1.17% Volatility factors of expected market price of common stock 16.67% Weighted-average expected life of the options 6 years Under SFAS No. 123, compensation cost is recognized in the amount of the estimated fair value of the options and amortized to expense over the options' vesting period. The pro forma effect on net income and earnings per share of this statement are as follows: 1998 ---- Net income As reported $393 Pro forma 238 Basic earnings per share As reported .47 Pro forma .28 Diluted earnings per share As reported .47 Pro forma .28 The following is a summary of the status of the Company's stock option plan and changes in that plan as of and for the year ended June 30, 1998: Year Ended June 30 1998 Weighted- Average Options Shares Exercise Price - ------------------------------------------------------- Outstanding, beginning of year Granted 70,400 $8.50 Forfeited (400) 8.50 ------ Outstanding and exercisable, end of year 70,000 8.50 ====== Weighted-average fair value of options granted during the year $2.41 As of June 30, 1998, the options outstanding have exercise prices of $8.50 and a weighted-average remaining contractual life of approximately 10 years. There were 31,184 shares available for grant at June 30, 1998. Note 15 -- Earnings Per Share Earnings per share were computed as follows:
Year Ended June 30, 1998 -------------------------------------------------- Weighted Per- Net Average Share Income Shares Amount -------------------------------------------------- Basic Earnings Per Share Income available to common stockholders $393 837,087 $.47 Effect of Dilutive Securities Stock options and awards 4,737 ---- ------- ---- Diluted Earnings Per Share Income available to common stockholders and assumed conversions $393 841,824 $.47 ==== ======= ==== Year Ended June 30, 1997 -------------------------------------------------- Weighted Per- Net Average Share Income Shares Amount -------------------------------------------------- Basic Earnings Per Share Income available to common stockholders $252 923,972 $.27 Effect of Dilutive Securities Stock options and awards 1,864 ---- ------- ---- Diluted Earnings Per Share Income available to common stockholders and assumed conversions $252 925,836 $.27 ==== ======= ====
Note 16 -- Fair Values of Financial Instruments The following methods and assumptions were used to estimate the fair value of each class of financial instrument: Cash and Cash Equivalents--The fair value of cash and cash equivalents approximates carrying value. Securities Available for Sale--Fair values are based on quoted market prices. Loans--For both short-term loans and variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. The fair value for other loans, are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. FHLB Stock--Fair value of FHLB stock is based on the price at which it may be resold to the FHLB. Interest Receivable--The fair values of interest receivable approximate carrying values. Deposits--The fair values of interest-bearing demand, NOW, money market deposit and savings accounts are equal to the amount payable on demand at the balance sheet date. The carrying amounts for variable rate, fixed-term certificates of deposit approximate their fair values at the balance sheet date. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on such time deposits. FHLB Advances--The fair value of these borrowings are estimated using a discounted cash flow calculation, based on current rates for similar debt. Fair value approximates carrying value. Off-Balance Sheet Commitments--Commitments include commitments to originate mortgage loans, and extend lines of credit and are generally of a short-term nature. The fair value of such commitments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties' credit standing.
1998 1997 -------------------------------------------------------------- Carrying Fair Carrying Fair June 30 Amount Value Amount Value - --------------------------------------------------------------------------------------------------------------- Assets Cash and cash equivalents $3,802 $3,802 $ 4,184 $4,184 Securities available for sale 1,918 1,918 2,102 2,102 Loans, net 33,959 34,496 34,117 33,703 Stock in FHLB 500 500 500 500 Interest receivable 264 264 269 269 Liabilities Deposits 26,649 26,662 26,157 26,281 FHLB advances 8,200 8,215 9,000 9,018 Off-Balance Sheet Assets Commitments to extend credit
Note 17 -- Condensed Financial Information (Parent Company Only) Presented below is condensed financial information as to financial position, results of operations and cash flows of the Company: Condensed Balance Sheet June 30 1998 1997 - ------------------------------------------------------------------ Assets Cash $ 12 $ 25 Securities available for sale 1,213 1,205 Premises and equipment 15 15 Investment in subsidiary 6,230 5,890 Other assets 39 103 ------ ------ Total assets $7,509 $7,238 ====== ====== Liabilities Other liabilities $ 3 $ 41 Stockholders' Equity 7,506 7,197 ------ ------ Total liabilities and stockholders' equity $7,509 $7,238 ====== ====== Condensed Statement of Income June 30 1998 1997 - ------------------------------------------------- Income Interest income $ 137 $ 118 Other income 141 36 ----- ----- Total income 278 154 ----- ----- Expenses Salaries and employee benefits 60 31 Legal and professional fees 64 97 Other expenses 56 34 ----- ----- Total expenses 180 162 ----- ----- Income (loss) before income tax benefit and equity in undistributed income of subsidiary 98 (8) Income tax benefit (expense) 7 (11) ----- ----- Income before equity in undistributed income of subsidiary 91 3 Equity in undistributed income of subsidiary 302 249 ----- ----- Net Income $ 393 $ 252 ===== ===== Condensed Statement of Cash Flows June 30 1998 1997 - ------------------------------------------------------- Operating Activities Net income $ 393 $ 252 Adjustments to reconcile net income to net cash provided by operating activities (289) (258) Net cash provided (used) by operating activities 104 (6) Investing Activities Purchases of securities available for sale (1,848) (2,216) Proceeds from sales of securities available for sale 1,895 1,080 Purchases of premises and equipment (1) (16) Net cash provided (used) by investing activities 46 (1,152) Financing Activities Sale of stock 4,578 Dividends (85) (69) Purchase of stock (78) (565) Capital contribution to Bank (2,471) Contribution of RRP shares (290) Net cash provided (used) by financing activities (163) 1,183 Net Change in Cash (13) 25 Cash at Beginning of Year 25 Cash at End of Year $ 12 $ 25 Additional Cash Flows and Supplementary Information Common stock issued to ESOP leveraged with an employer loan $ 404 Directors and Officers
Board of Directors Frank R. Stewart Charles W. Chambers John T. Gillaspy Chairman of the Board Secretary President and President, BSF, Inc. Chief Executive Officer, Spencer Evening World, Inc. Kurt J. Meier Robert W. Raper Tad Wilson President Vice Chairman of the Board Co-owner, Metropolitan Owen Community Bank, s.b. Printing Services, Inc. Stephen Parrish Kurt D. Rosenberger Gary Michael Monnett Funeral Director, Vice President Mike Monnett, CPA West-Parrish-Pedigo Funeral Home Owen Community Bank, s.b.
================================================================================ Officers of Home Financial Bancorp Frank R. Stewart Kurt J. Meier Chairman President, Chief Executive Officer and Treasurer Kurt D. Rosenberger Charles W. Chambers Vice President and Secretary Chief Financial Officer ================================================================================ Officers of Owen Community Bank, s.b. Frank R. Stewart Kurt J. Meier Charles W. Chambers Chairman President and Secretary Chief Executive Officer Kurt D. Rosenberger Judith A. Terrell Christie Leach Vice President and Branch Manager and Assistant Branch Manager Chief Financial Officer Mortgage Loan Officer and Mortgage Loan Officer Nancy Logan Carole Eder Lisa K. Sherfield Accounting Manager Teller Supervisor Mortgage Loan Officer Julie A. Hedden Lisa Wilson Mortgage Loan Officer Compliance and Special Projects Directors and Officers Charles W. Chambers, (age 82) has served as a director of the Holding Company since its formation and of the Bank since 1978. Mr. Chambers has also served as a staff appraiser for the Bank since 1991 and as Secretary of the Bank since 1990. Mr. Chambers is Secretary of the Holding Company and the Bank. John T. Gillaspy, (age 70) has served as a director of the Holding Company since its formation and of the Bank since 1986. Mr. Gillaspy has also served as President and Chief Executive Officer of the Spencer Evening World, Inc., a newspaper based in Spencer, Indiana for more than the past five years. Kurt J. Meier, (age 48) has served as President and a director of the Holding Company since its formation and as a director of the Bank since 1991. Mr. Meier has also served as President of the Bank since 1994. From 1990 to 1994, Mr. Meier served as Managing Officer of the Bank. Steven Parrish, (age 58) has served as a director of the Holding Company since its formation and of the Bank since 1982. Mr. Parrish has also served as a funeral director for the West-Parrish-Pedigo Funeral Home in Spencer, Indiana, for more than five years. Gary Michael Monnett, (age 38) was named a director in 1998. He has been a self-employed certified public accountant since 1993, providing tax and accounting services to individuals and small business Robert W. Raper, (age 81) has served as a director of the Holding Company since its formation and of the Bank since 1970, with which he has served as Vice Chairman since 1994. Prior to 1994, Mr. Raper served as Vice President of the Bank. Kurt D. Rosenberger, (age 40) is a director and Vice President and Chief Financial Officer of the Holding Company. Mr. Rosenberger has also served as Vice President of the Bank since 1994. Theretofore, he served as Senior Financial Analyst for the Office of Thrift Supervision in Indianapolis, Indiana, from 1990 to 1994. Frank R. Stewart, (age 73) has served as a director of the Holding Company since its formation and of the Bank since 1963. Mr. Stewart served as President of the Bank from 1982 until 1994. Mr. Stewart has also served as President of BSF, Inc. since its formation in 1989. Mr. Stewart has extensive experience in real estate development and sales. Tad Wilson,(age 63) has served as a director of the Holding Company since its formation and of the Bank since 1978. Mr. Wilson is also the co-owner of Metropolitan Printing Services, Inc., a printing company based in Bloomington, Indiana, and is the owner of a retail book store and various rental properties located in Bloomington, Indiana. Shareholder Information Market Information The Bank converted from an Indiana mutual savings bank to an Indiana stock savings bank effective July 1, 1996, and simultaneously formed a bank holding company, the Holding Company. The Holding Company's Common Stock, is quoted on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), Small Cap Market, under the symbol "HWEN." As of August 24, 1998, there were approximately 540 holders of the Holding Company's Common Stock including shares held in broker accounts. Since the Holding Company has limited independent operations and no other subsidiaries to generate income, its ability to accumulate earnings for the payment of cash dividends to its shareholders is directly dependant upon the earnings on its investment securities and the ability of the Bank to pay dividends to the Holding Company. Under current federal income tax law, dividend distributions with respect to the Common Stock, to the extent that such dividends paid are from the current or accumulated earnings and profits of the Company (as calculated for federal income tax purposes), will be taxable as ordinary income to the recipient and will not be deductible by the Company. Any dividend distributions in excess of current or accumulated earnings and profits will be treated for federal income tax purposes as a distribution from the Bank's accumulated bad debt reserves, which could result in increased federal income tax liability for the Company. Moreover, the Bank may not pay dividends to the Holding Company if such dividends would result in the impairment of the liquidation account established in connection with the Conversion. The Holding Company's ability to pay dividends on the Common Stock is subject to certain regulatory restrictions. In addition, Indiana law would prohibit the Holding Company from paying a dividend, if after giving effect to the payment of that dividend, the Holding Company would not be able to pay its debts as they become due in the ordinary course of business or if the Holding Company's total assets would be less than the sum of its total liabilities plus preferential rights of holders of preferred stock, if any, of which there were none. The stock information provided below has been adjusted to reflect the 2-for-1 stock split effective January 6 ,1998. Stock Price Dividends Quarter Ended High Low Per Share - ----------------------------------------------------------------- September 30, 1996 $ 6 7/8 $ 4 7/8 .--- December 31, 1996 6 5/8 5 7/8 $.025 March 31, 1997 7 3/4 6 3/8 .025 June 30, 1997 7 7/8 7 1/4 .025 September 30, 1997 8 5/8 7 7/16 .025 December 31, 1997 9 1/4 8 1/8 .025 March 31, 1998 9 3/4 8 3/4 .025 June 30, 1998 9 1/2 8 7/16 .025 ================================================================================ Transfer Agent and Registrar Fifth Third Bank Corporate Trust Operations 38 Fountain Square Plaza, MD - 1090F5 Cincinnati, Ohio 45202 (513) 579-5320 or (800) 837-2755 General Counsel Barnes & Thornburg 11 South Meridian Street Indianapolis, Indiana 46204 Independent Auditor Olive LLP 201 N. Illinois Indianapolis, Indiana 46204 Shareholder and General Inquiries The Company is required to file an Annual Report on Form 10-K for its fiscal year ended June 30, 1998 with the Securities and Exchange Commission. Copies of this annual report may be obtained without charge upon written request to: Kurt D. Rosenberger Vice President and Chief Financial Officer Home Financial Bancorp 279 East Morgan Street Spencer, Indiana 47460 Home Page and E-mail www.hfbancorp.com homebanc@bluemarble.net EX-23 3 CONSENT OF INDEPENDENT AUDITOR CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference to the Registration Statement on Form S-8, File Number 333-45413, of our report dated July 24, 1998, on the consolidated financial statements of Home Financial Bancorp, Spencer, Indiana, which report is incorporated by reference in the Annual Report on Form 10-K of Home Financial Bancorp, Spencer, Indiana. /s/ Olive LLP Olive LLP Indianapolis, Indiana September 22, 1998 EX-27 4 FDS FOR HOME FINANCIAL BANCORP
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE REGISTRANT'S AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED JUNE 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0001009242 Home Financial Bancorp 1,000 U.S. Dollars 12-MOS JUN-30-1998 JUL-1-1997 JUN-30-1998 1.000 318 3,484 0 0 5 0 0 34,279 320 42,560 26,644 2,000 205 6,200 4,373 0 0 3,133 42,560 3,306 244 140 3,690 1,283 1,812 1,878 102 141 1,444 599 599 0 0 393 .47 .47 9.10 279 0 0 0 231 13 0 320 320 0 0
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