FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the period ended June 30, 1998 ------------------------------------------------------- Commission File Number: 0-5893 American Bancorporation (Exact name of registrant as specified in its charter) Ohio 31-0724349 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1025 Main Street, Suite 800, Wheeling, WV 26003 (Address of principal executive offices) (Zip Code) (304) 233-5006 (Registrant's telephone number, including area code) 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. July 3, 1998: 3,129,674 shares of Common stock without par value Number of pages comprising this report. . . . . . . . . 13 1 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report June 30, 1998 TABLE OF CONTENTS Part I FINANCIAL INFORMATION Item 1 Financial Statements Condensed Consolidated Balance Sheet.......................... 3 Condensed Consolidated Statement of Income.................... 4 Condensed Consolidated Statement of Cash Flows.......................................... 5 Condensed Consolidated Statement of Changes in Stockholders' Equity..................... 6 Notes to the Financial Statements............................. 6 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations........................... 7 Item 3 Quantitative and Qualitative Disclosures about Market Risk.... 12 Part II OTHER INFORMATION Item 1 Legal Proceedings............................................... None Item 2 Changes in Securities........................................... None Item 3 Defaults Upon Senior Securities................................. None Item 4 Submission of Matters to a Vote of Security Holders............................ 12 Item 5 Other Information............................................... None Item 6 Exhibits and Reports on Form 8-K................................ None SIGNATURES ............................................................ 13 2 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report June 30, 1998 American Bancorporation and Subsidiaries CONSOLIDATED BALANCE SHEET June 30, December 31, 1998 1997 1997 ---------------- --------------- ------------- ASSETS Cash and due from banks........................................... $ 13,568,912 $ 12,905,782 $ 11,027,692 Interest bearing deposits in other banks....................... 145,488 - - Federal funds sold.............................................. 16,050,025 904,417 2,414,812 Investment securities available for sale.......................... 214,865,641 157,152,101 169,175,987 Loans, net of unearned income.................................... 289,814,672 280,247,511 286,691,051 Less allowance for loan losses............................... 3,179,566 3,555,330 3,284,338 --------------- --------------- --------------- 286,635,106 276,692,181 283,406,713 Premises and equipment - net.................................... 9,854,463 10,080,749 10,070,377 Accrued interest receivable..................................... 2,902,199 3,150,834 2,713,240 Excess of cost over net assets purchased....................... 1,801,202 2,136,678 1,968,940 Other assets................................................... 5,354,541 4,854,866 3,828,711 --------------- --------------- --------------- TOTAL ASSETS.................................................. $551,177,577 $467,877,608 $484,606,472 ============ ============ ============ LIABILITIES Deposits Non-interest bearing.......................................... $ 35,818,702 $ 33,923,814 $ 33,512,712 Interest bearing.............................................. 376,773,483 301,646,375 322,221,620 ------------- ------------ ------------ TOTAL DEPOSITS............................................ 412,592,185 335,570,189 355,734,332 Short-term borrowings........................................... 84,096,093 93,166,616 87,574,152 Accrued interest payable...................................... 2,272,457 1,626,358 1,782,668 Other liabilities............................................. 4,391,546 5,124,757 4,396,674 Long-term debt.................................................. 12,668,179 930,835 1,424,800 ------------- --------------- ------------- TOTAL LIABILITIES............................................ 516,020,460 436,418,755 450,912,626 STOCKHOLDERS' EQUITY Preferred stock........................................ - - - Common stock without par value, stated value $5, authorized 6,500,000 shares, issued and outstanding 3,129,674....................................... 7,824,185 7,824,185 7,824,185 Additional paid-in capital.................................... 10,301,982 10,301,982 10,301,982 Retained earnings............................................. 16,676,372 13,354,283 14,965,228 Accumulated other comprehensive income, net of income tax....................................... 354,578 (21,597) 602,451 ---------------- ----------------- ---------------- TOTAL STOCKHOLDERS' EQUITY.................................. 35,157,117 31,458,853 33,693,846 -------------- -------------- -------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY................................. $551,177,577 $467,877,608 $484,606,472 ============ ============ ============ 3 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report June 30, 1998 American Bancorporation and Subsidiaries CONSOLIDATED STATEMENT OF INCOME Quarter ended June 30, Six Months ended June 30, 1998 1997 1998 1997 ---------------- -------------- ---------------- ------------- INTEREST INCOME Loans...................................................... $ 6,377,452 $ 6,131,933 $12,683,363 $12,106,887 Investment securities Taxable interest income................................... 3,324,760 2,445,226 6,242,487 4,998,030 Non-taxable interest income............................. 23,243 23,153 46,014 47,354 -------------- -------------- --------------- --------------- 3,348,003 2,468,379 6,288,501 5,045,384 Short-term investments................................... 248,639 71,117 330,084 180,833 ------------- -------------- -------------- -------------- Total interest income................................... 9,974,094 8,671,429 19,301,948 17,333,104 INTEREST EXPENSE Deposits................................................... 4,321,546 3,179,451 8,164,638 6,121,188 Borrowed funds............................................ 1,442,842 1,194,459 2,664,278 2,611,169 ------------ ------------ ------------- ------------- Total interest expense.................................. 5,764,388 4,373,910 10,828,916 8,732,357 ------------ ------------ ------------ ------------- NET INTEREST INCOME.................................... 4,209,706 4,297,519 8,473,032 8,600,747 PROVISION FOR LOAN LOSSES................................. 60,000 - 120,000 - --------------------------------- ---------------------------------- Net interest income after provision for loan losses.............................. 4,149,706 4,297,519 8,353,032 8,600,747 OTHER INCOME Service charges on deposit accounts....................... 172,922 185,895 339,902 373,246 Securities gains.......................................... 330,809 - 486,809 4,337 Net gains on sale of loans................................ 474,064 294,501 933,119 508,872 Insurance commissions................................... 23,282 25,617 43,430 48,997 Other income............................................. 193,403 196,407 387,634 356,368 ------------- ------------- ------------- -------------- Total other income...................................... 1,194,480 702,420 2,190,894 1,291,820 OTHER EXPENSE Salaries and employee benefits............................ 1,594,150 1,439,747 3,189,265 2,853,240 Occupancy and equipment expense........................... 617,496 610,645 1,198,451 1,197,377 Other expenses............................................ 1,374,983 1,222,144 2,590,689 2,476,041 ------------ ------------ ------------- ------------- Total other expense..................................... 3,586,629 3,272,536 6,978,405 6,526,658 ------------ ------------ ------------- ------------- INCOME BEFORE INCOME TAXES.................................. 1,757,557 1,727,403 3,565,521 3,365,909 PROVISION FOR INCOME TAXES................................ 470,556 641,961 1,025,013 1,250,465 ------------- ------------- ------------- ------------- NET INCOME.................................................. $ 1,287,001 $ 1,085,442 $ 2,540,508 $ 2,115,444 =========== =========== ============ ============ Average Shares Outstanding............................. 3,129,674 3,129,674 3,129,674 3,129,674 BASIC EARNINGS PER SHARE........................... $ 0.41 $ 0.35 $ 0.81 $ 0.68 4 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report June 30, 1998 American Bancorporation and Subsidiaries CONSOLIDATED STATEMENT OF CASH FLOWS Six months ended June 30, 1998 1997 ------------- ------------- Operating Activities: Net Income ................................................................ $ 2,540,508 $ 2,115,444 Adjustments to reconcile net income to net cash from operating activities: Depreciation ............................................................... 418,804 389,888 Amortization of intangibles ................................................ 167,738 167,738 Net amortization of investment securities .................................. 376,701 138,400 Provision for loan losses .................................................. 120,000 - Net loss on sale of investment securities .................................. (486,809) (4,337) Net gain on sale of loans .................................................. (933,119) (508,872) Change in assets and liabilities net of effects from the purchase of branch assets: Net increase in accrued interest receivable ................................ (188,959) (165,512) Net increase in accrued interest payable ................................... 489,789 137,359 Net (increase) decrease in other assets .................................... (575,478) 1,165,646 Net increase in other liabilities .......................................... 169,509 297,749 Net decrease from other operating activities ............................... (184,441) (39,774) ------------- ------------- Net cash provided by operating activities ............................ 1,914,243 3,693,729 Investing Activities: Investment securities available for sale: Proceeds from maturities and repayments ................................ 70,163,289 6,494,608 Proceeds from sales .................................................... 5,886,214 44,062,484 Purchases .............................................................. (122,098,505) (64,864,425) Net decrease in loans ..................................................... (2,415,275) (8,297,250) Purchase of premises and equipment ........................................ (203,890) (739,757) Proceeds from sale of premises and equipment .............................. 1,000 - ------------- ------------ Net cash used by investing activities ................................. (48,667,167) (23,344,340) Financing Activities: Net increase (decrease) in non-interest bearing demand deposits ................................................ 2,305,990 (2,820,502) Net increase (decrease) in interest bearing demand and savings deposits ........................................... 201,300 (2,862,283) Net increase in time deposits ............................................. 54,350,563 21,442,156 Net decrease in short-term borrowings ..................................... (3,478,059) (10,929,427) Principal repayment of long-term debt ..................................... (2,406,621) (6,848) Proceeds from issuance of long-term debt .................................. 12,884,091 - Cash dividends paid ....................................................... (782,419) (782,419) ------------- ------------- Net cash provided by financing activities ............................ 63,074,845 4,040,677 ------------- ------------- Net Increase (Decrease) in Cash and Cash Equivalents ....................... 16,321,921 (15,609,934) Cash and Cash Equivalents Beginning Balance .................................. 13,442,504 29,420,133 ------------- ------------- Cash and Cash Equivalents Ending Balance ..................................... $ 29,764,425 $ 13,810,199 ============= ============= 5 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report June 30, 1998 American Bancorporation and Subsidiaries CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY Six months ended June 30, 1998 and 1997 1998 1997 ------------ ------------ Balance at January 1, ..................... $ 33,693,846 $ 30,422,694 Net Income ............................... 2,540,508 2,115,444 Dividends declared ($0.265 per share 1998, $0.25 per share 1997) ............... (829,364) (782,419) Other comprehensive loss ................. (247,873) (296,866) ------------ ------------ Balance at June 30, ....................... $ 35,157,117 $ 31,458,853 ============ ============ NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The unaudited interim condensed consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary to a fair presentation of the financial position and results of operations. All adjustments are of a normal recurring nature. The notes to the financial statements contained in the 1997 Annual Report to Stockholders should be read in conjunction with these statements. NOTE A - ADOPTION OF FINANCIAL ACCOUNTING STANDARDS On January 1, 1998 the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 129, "Disclosure of Information about Capital Structure." SFAS No. 129 summarizes previously issued disclosure guidance contained with Accounting Principles Board ("APB") Opinion Nos. 10 and 15 as well as SFAS No. 47. There were no material changes to the Company's disclosures pursuant to the adoption of SFAS No. 129. On January 1, 1998 the Company adopted SFAS No. 130, "Reporting Comprehensive Income". SFAS No. 130 established standards for reporting and display of comprehensive income and its components in a full set of general purpose financial statements. Comprehensive income is defined as "the change in equity of a business enterprise during a period from transactions and other events and circumstances from nonowner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners." The comprehensive income and related cumulative equity impact of comprehensive income items is required to be disclosed prominently as part of the notes to the financial statements. Only the impact of unrealized gains or losses on securities available for sale is disclosed as an additional component of the Company's income under the requirements of SFAS No. 130. 6 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report June 30, 1998 Amounts included in comprehensive income are as follows for the quarter ended June 30, 1998 and 1997 and the six months ended June 30, 1998 and 1997, respectively: Quarter ended Six months ended June 30, June 30, ----------------------- --------------------- 1998 1997 1998 1997 ----------- ----------- ---------- ----------- Net Income ..................................$ 1,287,001 $1,085,442 $2,540,508 $2,115,444 Other comprehensive income (loss), net of tax Unrealized gains (losses) on securities: Unrealized holding gain (loss) arising during the period.............. (316,166) 714,164 (79,172) (45,490) Reclassification adjustment for gains included in net income............. (122,201) - (168,701) (251,376) ------------ ---------- ---------- ----------- Other comprehensive income (loss)............... (438,367) 714,164 (247,873) (296,866) ------------ ---------- ---------- ----------- Comprehensive income ........................$ 848,634 $1,799,606 $2,292,635 $1,818,578 ============ ========== ========== ========== MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS INTRODUCTION The discussion and analysis, when read in conjunction with the consolidated financial statements and accompanying notes, is designed to provide information relevant to an assessment of financial performance and management's perception of significant events. The following is a discussion of significant factors influencing operating performance and change in financial position during the interim periods presented. The discussion should be read in connection with the 1997 Annual Report and the financial statements appearing elsewhere herein. SUMMARY American Bancorporation (the "Company") recognized net income of $2,541,000 or $0.81 basic earnings per share, for the six months ended June 30, 1998, compared to net income of $2,115,000 or $0.68 basic earnings per share, for the six months ended June 30, 1997. Return on average assets and return on average equity were 0.97% and 14.61%, respectively, for the six months ended June 30, 1998 compared to 0.92% and 13.77%, respectively, for the six months ended June 30, 1997. Total assets at June 30, 1998 increased to $551,178,000, from $467,878,000 at June 30, 1997, an increase of 17.8%. Deposits increased to $412,592,000 at June 30, 1998, from $335,570,000 at June 30, 1997, an increase of 23.0%. Total stockholders' equity was $35,157,000 at June 30, 1998, which represents an 11.8% increase over total stockholders' equity of $31,459,000 at June 30, 1997. 7 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report June 30, 1998 RESULTS OF OPERATIONS SIX MONTH COMPARISON Net Income. Net income for the six months ended June 30, 1998 amounted to $2,541,000, or $0.81 basic earnings per share, compared to net income of $2,115,000 or $0.68 basic earnings per share, for the six months ended June 30, 1997. The increase was the result of an increase in other income which was partially offset by increases in other expenses and provision for loan losses and a decrease in net interest income. Net Interest Income. Net interest income before provision for loan losses for the six months ended June 30, 1998 amounted to $8,473,000, a decrease of $128,000 or 1.5%, compared to the six months ended June 30, 1997. The decrease resulted primarily from a 57 basis point decrease in the Company's margin which was partially offset by a $64,481,000 or 14.9% increase in average interest earning assets. Total interest income for the six months ended June 30, 1998 amounted to $19,302,000 an increase of $1,969,000 or 11.4%, compared to the six months ended June 30, 1997. The increase resulted primarily from the increase in the average interest earning assets which was partially offset by a 24 basis point decrease in the average yield on earning assets. Average loans outstanding increased $11,111,000 or 4.0% with average commercial loans increasing $5,506,000 or 6.1%, average real estate loans increasing $3,854,000 or 2.8% and average consumer installment loans increasing $1,751,000 or 3.6%, primarily due to increased demand. The average yield on loans increased from 8.74% in 1997 to 8.80% in 1998. Average investment securities and other short-term investments outstanding increased $53,370,000 or 34.4% while the average yield decreased from 6.75% in 1997 to 6.35% in 1998. Total interest expense for the six months ended June 30, 1998 amounted to $10,829,000, an increase of $2,097,000 or 24.0% , compared to the six months ended June 30, 1997. The increase resulted primarily from a $58,541,000 or 15.0% increase in the average volume of interest bearing liabilities and a 36 basis point increase in interest rates paid on such liabilities. Average NOW, money market and savings accounts decreased $5,032,000 or 4.0%. Average time deposits increased $63,701,000 or 37.7%, primarily the result of increased marketing efforts. Average noninterest bearing accounts increased $400,000 or 1.2% and represented 8.7% of average total deposits for the six months ended June 30, 1998. Average short-term borrowings decreased $6,507,000 or 6.8% , while the average rate paid on short-term borrowings increased from 5.38% in 1997 to 5.40% in 1998. Provision for Loan Losses. The loan loss provision for the six months ended June 30, 1998 was $120,000. There was no loan loss provision for the six months ended June 30, 1997. Other Income. Other income for the six months ended June 30, 1998 amounted to $2,191,000, an increase of $899,000 or 69.6%. Net gains on sale of loans increased $424,000 or 83.4%, the result of increased residential mortgage loans generated for sale to secondary markets by the Company's mortgage banking operations. Net gain on sale of investment securities totalled $487,000 in 1998, compared to $4,000 in 1997. 8 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report June 30, 1998 Other Expense. Total other expense for the six months ended June 30, 1998 amounted to $6,978,000, an increase of $452,000 or 6.9%, compared to the six months ended June 30, 1997. Salaries and employee benefits increased $336,000 or 11.8%. Occupancy and equipment expense were virtually unchanged. Other (miscellaneous) expenses increased $115,000 or 4.6%. Provision for Income Taxes. The provision for income taxes for the six months ended June 30, 1998 was $1,025,000, compared to $1,250,000 for the six months ended June 30, 1997. RESULTS OF OPERATIONS QUARTER COMPARISON Net Income. Net income for the quarter ended June 30, 1998 amounted to $1,287,000, compared to net income of $1,085,000 for the quarter ended June 30, 1997. The increase was the result of an increase in other income which was partially offset by increases in other expenses and provision for loan losses and a decrease in net interest income. Net Interest Income. Net interest income before provision for loan losses for the quarter ended June 30, 1998 amounted to $4,210,000, a decrease of $88,000 or 2.0%, compared to the quarter ended June 30, 1997. The decrease resulted primarily from a 76 basis point decrease in the Company's margin which was partially offset by a $89,397,000 or 20.8% increase in average interest earning assets. Total interest income for the quarter ended June 30, 1998 amounted to $9,974,000, an increase of $1,303,000 or 15.0% , compared to the same period in 1997. The increase resulted primarily from the increase in the average volume of earning assets which was partially offset by a 39 basis point decrease in the average yield on earning assets. Average loans outstanding increased $11,900,000 or 4.3%. Average commercial loans increased $6,945,000 or 7.7%, average consumer installment loans increased $2,959,000 or 6.3% and average real estate loans increased $1,997,000 or 1.4%. The average yield on loans decreased from 8.83% in 1997 to 8.81% in 1998. Average investment securities and other short-term investments outstanding increased $77,497,000 or 50.8% and the average yield decreased from 6.66% in 1997 to 6.25% in 1998. Total interest expense for the quarter ended June 30, 1998 amounted to $5,764,000, an increase of $1,390,000 or 31.8%, compared to the quarter ended June 30, 1997. The increase resulted primarily from an $84,482,000 or 21.8% increase in the average volume of interest bearing liabilities and a 37 basis point increase in interest rates paid on such liabilities. Provision for Loan Losses. The loan loss provision for the quarter ended June 30, 1998 was $60,000. There was no loan loss provision for the quarter ended June 30, 1997. Other Income. Other income amounted to $1,194,000 for the quarter ended June 30, 1998, compared to $702,000 for the quarter ended June 30, 1997. Net gains on sale of loans increased $180,000 or 61.0%. Net gain on sale of investment securities totalled $331,000 for the quarter ended June 30, 1998. There was no gain on the sale of investment securities for the same period in 1997. 9 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report June 30, 1998 Other Expense. Total other expense for the quarter ended June 30, 1998 amounted to $3,587,000, an increase of $314,000 or 9.6%, compared to the same period in 1997. Salaries and employee benefits increased $154,000 or 10.7%. Occupancy and equipment expense increased $7,000 or 1.1%. Other (miscellaneous) expenses increased $153,000 or 12.5%. Provision for Income Taxes. The provision for income taxes for the quarter ended June 30, 1998 was $471,000, compared to $642,000 for the quarter ended June 30, 1997. ASSET QUALITY Nonperforming loans totalled $2,734,000 or 0.9% of total loans at June 30, 1998, compared to $2,658,000 or 0.9% at December 31, 1997. Nonperforming loans at June 30, 1998 consisted of nonaccrual loans totalling $822,000, 90 day delinquent loans of $1,366,000, and restructured loans aggregating $546,000. Other real estate held totalled $421,000 at June 30, 1998, compared to $236,000 at December 31, 1997. CAPITAL RESOURCES Stockholders' equity totalled $35,157,000 at June 30, 1998. The Company's risk-based capital ratio was 17.0%, of which 15.6% constituted Tier 1 capital, while the risk-based capital ratio for the Company's bank subsidiary, Wheeling National Bank, was 14.4%, with Tier 1 capital of 13.2%. At June 30, 1998 the Company's leverage capital ratio was 8.2%, while the leverage ratio for Wheeling National Bank was 7.2%. YEAR 2000 COMPLIANCE The Company is exposed to potential losses due to business interruption or errors which could result if any of its computer systems are not modified to ensure that dates beginning in January, 2000 are not misinterpreted by the system as January, 1900. This is commonly referred to as the Year 2000 Problem ("Y2K"). A number of computer systems which are affected by Y2K are utilized by the Company to operate its day-to-day business. Most of these systems use software developed by and licensed from third party vendors, some of which have been customized by the Company, while others have been developed internally. Management has established a task force to identify all instances where the Company is not currently Y2K compliant, and to ensure that those systems are brought into compliance before the end of 1998. For software licensed from third party vendors, software upgrades have either been received or are forthcoming from those vendors. The Company has begun testing for Y2K compliance. The Company has estimated that direct costs for Y2K compliance will not be material. Y2K problems which are inherent in the regional, national and global banking and payments system are expected to be brought into compliance, but are completely beyond the Company's control. 10 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report June 30, 1998 Three months ended June 30, Six months ended June 30, 1998 1997 1998 1997 Average Yield/ Average Yield/ Average Yield/ Average Yield/ Balance Rate Balance Rate Balance Rate Balance Rate INTEREST EARNING ASSETS (000's) (000's) (000's) (000's) Loans Commercial................................ $ 96,817 9.28% $ 89,872 9.33% $ 96,012 9.19% $ 90,506 9.12% Real estate............................... 142,859 8.28 140,862 8.06 142,384 8.30 138,530 8.03 Installment-net.......................... 50,025 8.44 47,067 8.82 49,753 8.43 48,002 8.84 ---------- ---------- ---------- ---------- Total loans ........................... 289,701 8.81 277,801 8.83 288,149 8.80 277,038 8.74 Investment securities Taxable................................... 214,007 6.21 149,391 6.55 197,626 6.32 150,484 6.64 Tax-exempt............................... 1,143 8.13 1,119 8.28 1,116 8.25 1,149 8.25 ----------- ----------- ----------- ----------- Total investment securities ........... 215,150 6.22 150,510 6.56 198,742 6.33 151,633 6.65 Other short-term investments.............. 14,974 6.64 2,117 13.43 9,591 6.88 3,330 10.86 ---------- ----------- ----------- ----------- Total interest earning assets............. $519,825 7.67 $430,428 8.06 $496,482 7.78 $432,001 8.02 ======== ======== ======== ======== INTEREST BEARING LIABILITIES Deposits NOW, Savings and MMDA..................... $121,565 2.70% $125,943 2.65% $120,847 2.67% $125,879 2.64% Time...................................... 246,101 5.69 173,880 5.39 232,449 5.64 168,748 5.29 --------- --------- --------- --------- Total deposits........................... 367,666 4.70 299,823 4.24 353,296 4.62 294,627 4.16 Short-term borrowings..................... 92,475 5.35 87,573 5.36 89,121 5.40 95,628 5.38 Long-term debt............................ 12,669 6.51 932 8.79 7,312 7.00 933 8.38 ---------- ------------ ----------- ------------ Total interest bearing liabilities................... $472,810 4.88 $388,328 4.51 $449,729 4.82 $391,188 4.46 ======== ======== ======== ======== MARGIN ANALYSIS (as a % of earning assets) Interest income.................... 7.67% 8.06% 7.78% 8.02% Interest expense.................... 4.43 4.06 4.37 4.04 ---- ---- ---- ---- Net interest income................ 3.24% 4.00% 3.41% 3.98% ==== ==== ==== ==== <FN> Averages stated are month end average balances. Installment loans are stated net of unearned income. Average loans include nonaccrual loans. Yields do not reflect tax equivalent adjustments. </FN> 11 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report June 30, 1998 Item 3. Quantitative and Qualitative Disclosures about Market Risk Quantitative and qualitative disclosures about market risk are presented at December 31, 1997 in Item 7a. of the Company's Annual Report on Form 10-K, filed with the SEC on March 31, 1998. Management believes there have been no material changes in the Company's market risk since December 31, 1997. Part II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Securities Holders The Annual Meeting of Shareholders was held May 20, 1998. Proxies were solicited pursuant to Regulation 14 of the 1934 Act. Shares represented in person or by proxy totalled 1,379,493 or 44.08% of the shares then outstanding. Shareholders approved by affirmative vote the following proposals: 1. To fix the number of positions for director at 9, with 3 vacancies that may be filled by the Board of Directors: Vote For: 1,367,532 Against: 9,900 Abstain: 2,061 2. To elect Jack O. Cartner and Paul W. Donahie directors for a three year term and to elect Abigail McCamic Feinknopf director for a one year term. Vote For Vote Withheld Abstain Jack O. Cartner 1,371,557 7,936 0 Paul W. Donahie 1,371,573 7,920 0 Abigail M. Feinknopf 1,371,245 8,248 0 Continuing in the position of director were the following: Term Expiring Jay T. McCamic 1999 Jeremy C. McCamic 2000 Jolyon W. McCamic 2000 Item 6. Exhibits and Reports on Form 8-K B. Reports on Form 8-K: Date Item Description None 12 AMERICAN BANCORPORATION FORM 10-Q Quarterly Report June 30, 1998 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMERICAN BANCORPORATION (Registrant) Date /s/ Jeremy C. McCamic Jeremy C. McCamic Chairman and Chief Executive Officer Date /s/ Brent E. Richmond Brent E. Richmond Chief Financial and Accounting Officer 13