FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended September 30, 1997 Commission File Number: 0-10710 AMBANC CORP. (exact name of registrant as specified in its charter) INDIANA 35-1525227 (State or other jurisdiction (I.R.S. Employer ID No.) of incorporation or organization) 302 Main Street P.O. Box 556 Vincennes, Indiana 47591-0556 (Address of principal executive (Zip Code) offices) Registrant's telephone number, including area code (812) 885-6418 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: 6,653,647 common shares of stock were outstanding as of November 14, 1997. PAGE AMBANC CORP. INDEX PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets at September 30, 1997 (unaudited) and December 31, 1996 Consolidated Statements of Income for Nine and three months ended September 30, 1997 and 1996(unaudited) Consolidated Statements of Cash Flows for nine months ended September 30, 1997 and 1996 (unaudited) Notes to Consolidated Financial Statements (unaudited) Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition PART II. OTHER INFORMATION Item 1. Legal Preceedings Item 6. Exhibits and Reports of Form 8-K Signatures Exhibit Index PAGE PART I. FINANCIAL INFORMATION Item 1. Financial Statements AMBANC CORP. CONSOLIDATED BALANCE SHEETS (Dollar amounts in thousands, except share data) September 30, December 31, 1997 1996 ASSETS Cash and due from banks $ 26,448 $ 26,409 Federal funds sold -- 5,875 Total cash and cash equivalents 26,448 32,284 Interest bearing deposits in other banks 397 590 Securities available for sale at market 158,421 170,724 Loans held for sale 2,137 2,350 Loans, net of unearned income 531,090 494,467 Allowance for loan losses (5,670) (5,630) Loans, net 525,420 488,837 Premises, furniture and equipment, net 12,878 11,184 Accrued interest receivable and other assets 14,908 12,785 TOTAL ASSETS $ 740,609 $ 718,754 LIABILITIES Noninterest bearing deposits $ 55,870 $ 61,518 Interest bearing deposits 589,574 571,940 Total deposits 645,444 633,458 Short-term borrowings 10,349 5,286 Long-term debt 1,981 2,309 Accrued interest payable and other liabilities 6,153 5,518 TOTAL LIABILITIES 663,927 646,571 SHAREHOLDERS' EQUITY Preferred stock, $10 par value, 200,000 shares authorized, no shares issued or outstanding -- -- Common stock, $10 par value, 10,000,000 shares authorized, 6,653,647 and 3,316,267 shares issued and outstanding at September 30, 1997, and December 31, 1996 66,536 33,163 Treasury stock (768 and 724 shares at cost) (19) (21) Retained earnings 9,336 38,731 Unrealized gain/(loss) on securities available for sale, net of deferred taxes 829 310 TOTAL SHAREHOLDERS' EQUITY 76,682 72,183 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 740,609 $ 718,754 PAGE AMBANC CORP. CONSOLIDATED STATEMENTS OF INCOME (Dollar amounts in thousands, except share data) Three Months Ended Nine Months Ended September 30, September 30, 1997 1996 1997 1996 INTEREST INCOME Interest and fees on loans $ 11,819 $ 10,676 $ 34,156 $ 31,061 Interest and fees on loans held for sale 49 58 119 350 Interest on securities Taxable 1,638 2,006 5,079 5,889 Tax exempt 716 701 2,174 2,109 Other interest income 44 47 277 550 TOTAL INTEREST INCOME 14,266 13,488 41,805 39,959 INTEREST EXPENSE Interest on deposits 7,110 6,648 20,857 19,849 Interest on short-term borrowings 73 118 235 297 Interest on long-term debt 32 34 98 108 TOTAL INTEREST EXPENSE 7,215 6,800 21,190 20,254 NET INTEREST INCOME 7,051 6,688 20,615 19,705 Provision for loan losses 315 100 945 666 NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 6,736 6,588 19,670 19,039 NONINTEREST INCOME Income from fiduciary activities 193 125 564 462 Service charges on deposit accounts 434 401 1,254 1,161 Gain/(loss) on sales of securities -- 10 74 3 Other operating income 444 201 1,353 1,009 TOTAL NONINTEREST INCOME 1,071 737 3,245 2,635 NONINTEREST EXPENSE Salaries and employee benefits 2,872 2,433 8,093 7,337 Occupancy expenses, net 386 319 1,078 911 Equipment expenses 386 310 1,045 888 Data processing expenses 116 132 352 355 FDIC insurance 24 213 57 256 Other operating expenses 1,152 1,276 3,493 3,641 TOTAL NONINTEREST EXPENSE 4,936 4,683 14,118 13,388 INCOME BEFORE INCOME TAXES 2,871 2,642 8,797 8,286 Income taxes 864 770 2,663 2,394 NET INCOME $ 2,007 $ 1,872 $ 6,134 $ 5,892 EARNINGS PER AVERAGE COMMON SHARE Net income per share $ .30 $ .28 $ .92 $ .89 Weighted average outstanding shares 6,633,646 6,630,912 6,632,562 6,632,819 PAGE AMBANC CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollar amounts in thousands, except share data) Nine Months Ended September 30, 1997 1996 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 6,134 $ 5,892 Adjustments to reconcile net income to net cash from operating activities: Net premium amortization and discount accretion on securities 249 260 Depreciation 919 784 Provision for loan losses 945 666 (Gain)/loss on securities (74) (3) Gain on sales of assets (1) -- (Gain) on sales of loans (425) (227) Proceeds from sales of loans held for sale 19,606 24,761 Loans held for sale made to customers, net of payments collected (18,968) (20,615) Accrued interest receivable and other assets (2,123) (3,235) Accrued interest payable and other liabilities 345 1,387 Deferred loan fees net of costs (148) (65) NET CASH FROM OPERATING ACTIVITIES 6,459 9,605 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sales of securities available for sale 6,207 11,028 Proceeds from maturities and calls of securities available for sale 14,692 37,262 Purchases of securities available for sale (7,962) (54,334) Net change in interest bearing deposits in other banks 193 102 Loans made to customers, net of payments collected (38,559) (44,342) Loans purchased -- (8) Proceeds from sales of loans 1,179 4,904 Property and equipment expenditures (2,612) (1,841) NET CASH FROM INVESTING ACTIVITIES (26,862) (47,229) PAGE AMBANC CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued (Dollar amounts in thousands, except share data) Nine Months Ended September 30, 1997 1996 CASH FLOWS FROM FINANCING ACTIVITIES Net change in deposits 11,986 19,221 Net change in short-term borrowings 5,063 992 Payments on long-term debt (400) (484) Proceeds on long-term debt 72 73 Net change in treasury stock 2 (6) Dividends paid (2,156) (1,989) NET CASH FROM FINANCING ACTIVITIES 14,567 17,807 NET CHANGE IN CASH AND CASH EQUIVALENTS (5,836) (19,817) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 32,284 43,173 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 26,448 $ 23,356 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period: Interest $ 20,971 $ 19,639 Income taxes 3,463 2,950 Noncash activities during the period: Reclassification of loans held for sale to real estate loans -- 940 PAGE AMBANC CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of and for the nine months ended September 30, 1997 (Dollar amounts in thousands, except share data) The consolidated balance sheet as of September 30, 1997, consolidated statements of income for the three month and nine month periods ended September 30, 1997 and 1996, and the consolidated statements of cash flows for the nine month periods ended September 30, 1997 and 1996, have been prepared by the Corporation, without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and changes in cash flows at September 30, 1997, and all periods presented, have been made. All per share calculations have been restated to reflect the issuance of 3,316,267 common shares in the 2-for-1 stock split paid on August 29, 1997, to shareholders of record on August 18, 1997. The Corporation also issued 21,113 common shares with the exercise of stock options on September 25, 1997. The ending outstanding common shares were 6,653,647 at September 30, 1997. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Corporation's December 31, 1996, annual report to shareholders. The results of operations for the period ended September 30, 1997, are not necessarily indicative of the operating results for the full year. PAGE AMBANC CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of and for the nine months ended September 30, 1997 (Dollar amounts in thousands, except share data) NEW ACCOUNTING PRONOUNCEMENTS The Corporation adopted Statement of Financial Accounting Standards (FAS) 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," effective January 1, 1997. The adoption of FAS 125 had no effect on the Corporation's consolidated financial statements. FAS 128, "Earnings per Share," was issued in February 1997 and establishes new standards for computing and presenting earnings per share (EPS). Specifically FAS 128 replaces the presentation of primary EPS with a presentation of basic EPS, requires dual presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. FAS 128 is effective for both interim and annual fiscal periods ending after December 15, 1997. Earlier application is not permitted. Management has determined that the adoption of FAS 128 will not have a material effect on the consolidated financial statements. FAS 130, "Comprehensive Income", was issued in September 1997, becomes effective for fiscal years beginning after December 15, 1997, and requires reclassification of earlier financial statements for comparative purposes. It requires that changes in the amounts of certain items, including foreign currency translation adjustments and gains and losses on certain securities, be shown in the financial statements. FAS 130 does not require a specific format for the financial statement in which comprehensive income is reported, but does require that an amount representing total comprehensive income be reported in that statement. Management has not yet determined the effect, if any, of FAS 130 on the consolidated financial statements. FAS 131, "Disclosures about Segments of an Enterprise and Related Information", was issued in September 1997. This statement is effective for fiscal years beginning after December 15, 1997, and will change the way corporations report information about products, services and segments of their business in their annual financial statements and requires them to report selected segment information in their quarterly reports issued to shareholders. Management has not yet determined the effect, if any, of FAS 131 on the consolidated financial statements. PAGE AMBANC CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION As of and for the nine months ended September 30, 1997 (Dollar amounts in thousands, except share data) FINANCIAL STATEMENT RECLASSIFICATIONS Certain items in the prior years consolidated financial statements have been reclassified to correspond with the current presentation. ITEM 2. RESULTS OF OPERATIONS Net interest income is the principal source of the Corporation's earnings and represents the difference between interest income on loans and securities over interest costs of deposits and borrowed funds. Income from certain earning assets is exempt from federal income tax and, as is customary in the banking industry, changes in net interest income are analyzed on a fully tax equivalent basis. Under this method, and throughout this discussion, nontaxable income on loans and investments is adjusted to an amount which represents the equivalent earnings if such earnings were subject to federal tax. The marginal tax rate used to restate nontaxable income was 34%. Nine Months Ended September 30, Increase 1997 1996 (Decrease) Interest income $ 41,805 $ 39,959 4.62 % Adjusted for tax exempt income 1,245 1,209 2.98 Tax equivalent interest income 43,050 41,168 4.57 Interest expense 21,190 20,254 4.62 Net interest income $ 21,860 $ 20,914 4.52 % PAGE AMBANC CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION As of and for the nine months ended September 30, 1997 (Dollar amounts in thousands, except share data) Net interest income increased $946 or 4.52% for the nine months ended September 30, 1997, compared to the nine months ended September 30, 1996. This $946 increase was a combination of a $1,882 increase in interest income offset by a $936 increase in interest expense. The $1,882 increase in interest income was composed of an increase of $1,322 due to increased volume of average interest earning assets and an increase of $560 due to increased rates received on these interest earning assets. The $936 increase in interest expense was a combination of an increase of $692 due to increased volume of average interest bearing liabilities and an increase of $244 due to rate increases on these interest bearing liabilities. The Corporation's average assets for the first nine months of 1997 increased $23,937 or 3.43% to $720,938 from $697,001 for the first nine months of 1996. The percentage of average earning assets to total average assets has decreased to 94.81% or $683,542 for the first nine months of 1997 from 95.06% or $662,559 for the first nine months of 1996. Net interest margin increased .06% to 4.28% for the first nine months of 1997 from 4.22% for the first nine months of 1996. This increase is due to the cost of average interest bearing liabilities increasing .06% from 4.76% for the first nine months of 1996 to 4.82% for the first nine months of 1997 while the yield on average earning assets increased .12% from 8.30% for the first nine months of 1996 to 8.42% for the first nine months of 1997. Although the Corporation continues to place emphasis on increasing the net interest margin, it has proven increasingly difficult with increased emphasis on rates by the competition. PAGE AMBANC CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION As of and for the nine months ended September 30, 1997 (Dollar amounts in thousands, except share data) The provision for loan losses was increased $279 or 41.89% to $945 during the first nine months of 1997 compared to $666 during the first nine months of 1996. This increase was due to outstanding loans increasing $36,623 or 7.41% in the first nine months of 1997 and as a replacement for net loan charge offs of $905 in 1997 compared to net loan charge offs of $320 in 1996. The allowance for loan losses at September 30, 1997, was $5,670 or 1.07% of total loans less unearned income as compared to $5,630 or 1.14% of total loans less unearned income at December 31, 1996. During the first nine months of 1997, loans charged off were $1,126 and recoveries from previously written off loans were $221, thus net charge offs for the first nine months of 1997 were $905. The adequacy of the allowance for loan losses is analyzed by management of both subsidiary banks based upon review of identified loans with more than a normal degree of risk, historical loan loss percentage by type of loan and by present and forecasted economic conditions. Management's analysis indicates that the allowance for loan loss at September 30, 1997, is adequate to cover potential losses on identified loans with credit problems and historical losses on the remaining loan portfolio. The following are the different types of problem loans with their outstanding balances and percentage of total loans less unearned income at September 30, 1997, and December 31, 1996: September 30, 1997 December 31, 1996 Nonaccrual loans $1,042 .20% $1,421 .29% Loans past due 90 days 1,855 .35 1,313 .27 Performing restructured loans 2,318 .44 3,089 .62 OREO 912 .17 324 .07 PAGE AMBANC CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION As of and for the nine months ended September 30, 1997 (Dollar amounts in thousands, except share data) A summary of the activity in the allowance for loan losses account for the nine months ending September 30, 1997 and 1996 was: 1997 1996 Balance, January 1 $5,630 $5,022 Provision for loan losses 945 666 Loans charged off (1,126) (673) Recoveries of loans previously charged off 221 353 Balance, September 30 $5,670 $5,368 Noninterest income for the nine months ended September 30, 1997, increased 23.15% or $610 to $3,245 from $2,635 in 1996. Income from fiduciary services increased $102 or 22.08% to $564 from $462 in 1996. This increase is due to increased business and to trust fees being partially determined by market valuation, on certain trust accounts, and to the influence from the increased stock market in 1997 over 1996. The commissions for selling securities through an affiliation with PrimeVest are included in fiduciary activities income in 1997. This service is being provided to customers at both bank subsidiaries for the first time in 1997. Service charges on deposit accounts increased $93 or 8.01% to $1,254 in 1997 compared to $1,161 in 1996 and is mainly due to increased charges on non-sufficient fund checks. Security gains were up $71 for the first nine months of 1997 compared to the first nine months of 1996. During the first half of 1997, the Corporation instituted a plan for selling small investment pieces to reduce carrying expenses and to extending maturities on securities that would mature within the next year. Securities due to mature in 1997, and having market gains were also sold during the second quarter of 1997 to provide liquidity and take advantage of the gains. Other operating income increased 34.09% or $344 to $1,353 for the nine months ended September 30, 1997, from $1,009 for the same nine months in 1996. This increase is due primarily to increases in insurance commissions and gains on sales of loans to the secondary mortgage market. See the Financial Condition section of this report for further details on loans sold to the secondary market. PAGE AMBANC CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION As of and for the nine months ended September 30, 1997 (Dollar amounts in thousands, except share data) Noninterest expense for the nine months ended September 30, 1997, was $14,118 as compared to $13,388 for the nine months ended September 30, 1996, for an increase of $730 or 5.45%. Salaries and employee benefits are the largest portion of noninterest expense and increased $756 or 10.30% in the first nine months of 1997 compared to the same period in 1996. This increase is due in part to increased salaries related to the Corporation having three new branches in operation during the first nine months of 1997 as compared to the same period in 1996. The Corporation has also experienced large increases in medical insurance due to recent claims experience and has had increased expenses related to the increase in value of stock appreciation rights (SARs). The SARs expense increase is due to the significant increase in the Corporation's stock price during the first nine months of 1997. Occupancy expenses were up $167 or 18.33% and equipment expenses were up $157 or 17.68% in the first nine months of 1997 compared to 1996. The addition of the three branches during 1997 added to these expenses. The Corporation opened two branches during the second quarter of 1997. One of these branches is a replacement for an existing drive-in branch and the other is the addition of a new in-store Wal-Mart branch. The Corporation entered the new market area of Evansville, Indiana on January 1, 1997, and added this Wal-Mart branch to that market area in May 1997. Land has been purchased in Terre Haute, Indiana in Vigo County for construction of a full service branch. This branch is expected to be completed in the first quarter of 1998 and will complement the Wal-Mart branch opened in that city in late 1995. The addition of these branches can be expected to have incremental increases on noninterest expenses of the Corporation. Data processing expenses have decreased slightly in 1997 to $352 from $355. The completion of consolidation of data processing operations by the Corporation in 1996 is providing anticipated savings. The subsidiary banks have been assigned the classification of least risk by the FDIC and as such are subject to the lowest deposit insurance rates available from the Bank Insurance Fund (BIF) and the Savings Association Insurance Fund (SAIF). The $199 decrease in FDIC expense for the nine months ended September 30, 1997, as compared to the same period in 1996 was due to a $191 one-time SAIF assessment incurred during the third quarter of 1996 plus an $8 decrease due to a reduction in insurance rates. These rates are set to remain constant until the year 2000 and are .0129% for BIF and .0243% for SAIF. PAGE AMBANC CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION As of and for the nine months ended September 30, 1997 (Dollar amounts in thousands, except share data) Other operating expenses decreased $148 or 4.06% to $3,493 for the first nine months of 1997 from $3,641 for the same period in 1996. This decrease is due primarily to the expense of the name change for all subsidiary banks incurred in 1996, lower non- sufficient fund expenses in 1997, offset by increased loan collection expenses related to increased loan charge offs in 1997 and the increased number of branches and expenses related to entering a new market area with denovo branches in Evansville during 1997. Income before income taxes was up $511 or 6.17% to $8,797 for the first nine months of 1997 from $8,286 for the first nine months of 1996. The net income for the first nine months ended September 30, 1997, was up $242 or 4.11% to $6,134 as compared to $5,892 for the nine months ended September 30, 1996. Earnings per share were $.30 and $.28 for the quarters ending September 30, 1997 and 1996 and were $.92 and $.89 for the first nine months of 1997 and 1996. Based upon annualized net income the return on average assets for the first nine months of 1997 was 1.14% as compared to 1.13% for the first nine months of 1996. PAGE AMBANC CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION As of and for the nine months ended September 30, 1997 (Dollar amounts in thousands, except share data) The following schedule shows selected financial amounts and ratios for the three months and nine months ended September 30, 1997 and 1996. The Corporation feels these financial highlights include pertinent information relevant for its results as a company in the financial institutions industry. Three Months Ended Nine Months Ended September 30, September 30, 1997 1996 1997 1996 AVERAGE BALANCE SHEET DATA Total assets $ 725,107 $ 700,601 $ 720,938 $ 697,001 Earning assets 688,441 665,509 683,542 662,559 Securities 160,399 179,939 164,266 181,619 Loans 523,233 477,496 510,591 461,078 Allowance for loan losses 5,433 5,371 5,411 5,185 Goodwill 1,655 1,825 1,696 1,870 Deposits 640,810 614,537 635,034 612,683 Shareholders' equity 75,035 68,655 73,437 68,238 END OF PERIOD BALANCE SHEET DATA Total assets $ 740,609 $ 705,766 Securities 158,421 176,953 Loans 531,090 481,848 Allowance for loan losses 5,670 5,368 Goodwill 1,639 1,808 Deposits 645,444 619,748 Shareholders' equity 76,682 70,145 INCOME DATA Net interest income(t.e. basis) $ 7,466 $ 7,088 $ 21,860 $ 20,914 Provision for loan losses 315 100 945 666 Noninterest income 1,071 737 3,245 2,635 Noninterest expense 4,936 4,683 14,118 13,388 Net income 2,007 1,872 6,134 5,892 PAGE AMBANC CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION As of and for the nine months ended September 30, 1997 (Dollar amounts in thousands, except share data) Three Months Ended Nine Months Ended September 30, September 30, 1997 1996 1997 1996 PER SHARE DATA Net income $ .30 $ .28 $ .92 $ .89 Cash dividends .11 .10 .32 .30 Book value at end of period 11.53 10.57 Tangible book value at end of period 11.28 10.30 Stock price at end of period 25.75 15.36 Weighted average shares 6,633,911 6,633,818 6,632,998 6,633,818 Weighted average treasury shares 265 2,906 436 999 SELECTED RATIOS Return on average assets 1.10% 1.06% 1.14% 1.13% Return on average equity 10.61 10.85 11.17 11.58 Net interest margin(t.e. basis) 4.30 4.24 4.28 4.22 Efficiency ratio 60.77 63.07 59.17 59.93 Net charge-offs to average loans .02 .03 .18 .07 Allowance for loan losses to loans 1.07 1.11 Nonaccrual loans to loans .20 .80 Loans past due 90 days or more to loans .35 .34 Performing restructured loans to loans .44 .02 OREO to loans .17 .07 Tier 1 leverage capital 10.30 9.86 Tier 1 capital 13.46 13.31 Total capital 14.48 14.36 PAGE AMBANC CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION As of and for the nine months ended September 30, 1997 (Dollar amounts in thousands, except share data) FINANCIAL CONDITION Total assets have increased $21,855 or 3.04% to $740,609 at September 30, 1997, from $718,754 at December 31, 1996. Total noninterest bearing deposits have decreased $5,648 or 9.18% and interest bearing deposits have increased $17,634 or 3.08% at September 30, 1997, from December 31, 1996, for a total deposit increase of $11,986 or 1.89%. Securities available for sale before the mark-to-market have decreased $13,112 or 7.70% to $157,137 at September 30, 1997, from $170,249 at December 31, 1996. The Corporation sold small investment pieces to eliminate carrying costs, but the major portion of the decrease in securities was due to normal maturities and calls. Securities available for sale at market indicates a decrease of $12,303 or 7.21% to $158,421 at September 30, 1997, from $170,724 at December 31, 1996. This decrease includes the mark-to-market on securities which went to a positive $1,284 at September 30, 1997, from a positive $475 at December 31, 1996. This market valuation increase of $809 is the result of normal repricing of investment securities in different rate environments and offsets the decrease in the valuation of securities available for sale on the balance sheet. PAGE AMBANC CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION As of and for the nine months ended September 30, 1997 (Dollar amounts in thousands, except share data) Loans held for sale represent qualifying fixed rate mortgage loans that are available for sale into the secondary market. Fixed rate real estate mortgage loan rates were low enough that the Corporation has experienced demand for these loans during the nine months ended September 30, 1997. Current market rate competition on these loans is making it necessary to sell them as soon as they are consummated. The following is the detail of activity in the loans held for sale between year end and September 30, 1997: Balance December 31, 1996 $ 2,350 New loans booked (net of payments) 18,968 Loans sold (19,181) Total at September 30, 1997 $ 2,137 The sale of loans to the secondary market has provided $425 of net gains on sales during the first nine months of 1997 compared to $227 during the same period in 1996. The Corporation is servicing $106,083 of real estate loans sold to the secondary market as of September 30, 1997. These serviced loans are not included in loans on the balance sheet. Loans have increased $36,623 or 7.41% at September 30, 1997, from December 31, 1996. The following shows the balance and percentage of total by loan classification as of the end of the periods: 9-30-97 12-31-96 % of % of Balance Total Balance Total Commercial $214,009 40.30% $201,092 40.67% Agricultural 55,723 10.49 55,404 11.20 Real estate 146,429 27.57 129,116 26.11 Installment 111,587 21.01 105,169 21.27 Credit cards 3,342 .63 3,686 .75 Total $531,090 $494,467 The types of loans outstanding as a percentage of total loans has remained very consistent between year end 1996 and September 30, 1997. The demand for new commercial loans has been the strongest since the outstanding balance reflects payoffs for large commercial loans during the first nine months of 1997 that were not anticipated. Agricultural loans have increased slightly in amount but have decreased as a percentage of the total loans. The Corporation continues to see major competition from the governmental operation, Farm Credit Services, which makes agricultural loans. The increase in the percentage of real estate loans to total loans is due to a special program for variable rate loans during 1997 at one of our bank subsidiaries. PAGE AMBANC CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION As of and for the nine months ended September 30, 1997 (Dollar amounts in thousands, except share data) Total shareholders' equity, including the unrealized gain on securities available for sale, increased $4,499 or 6.23% to $76,682 at September 30, 1997, from $72,183 at December 31, 1996. The change in the adjustment for securities available for sale caused total equity at September 30, 1997, to increase $519 or .72% of total equity at December 31, 1996. This increase is the after tax effect of the mark-to-market adjustment on securities available for sale which was a positive $829 at September 30, 1997, and a positive $310 at December 31, 1996. The Corporation's regulators have issued guidelines stating that the unrealized gain or loss on securities available for sale, other than those related to mutual funds (FAS 115 adjustments), should not be included in shareholders' equity for capital ratio calculations. Total shareholders' equity, excluding the FAS 115 adjustments, was $71,757 at December 31, 1996, and increased $3,982 or 5.55% to $75,739 at September 30, 1997. This increase was due to net income of $6,134 less dividends paid of $2,156 plus $2 related to the decrease in treasury stock and $2 related to a decrease in the mark-to-market on mutual funds. Capital adequacy in the banking industry is evaluated primarily by the use of three required capital ratios based on three separate calculations: Tier 1 Leverage Capital, Tier 1 Capital and Total Capital. The Corporation's capital ratios at September 30, 1997, and December 31, 1996, were: September 30, 1997 December 31, 1996 Tier 1 Leverage Capital 10.30% 10.00% Tier 1 Capital 13.46% 13.26% Total Capital 14.48% 14.33% PENDING CHANGES On October 24, 1997, the Board of Directors declared a 5% stock dividend payable on December 8, 1997, to shareholders of record on November 26, 1997. This is the third year that a 5% stock dividend has been declared and paid in the fourth quarter. PAGE AMBANC CORP. As of and for the nine months ended September 30, 1997 PART II. OTHER INFORMATION Item 1. Legal Proceedings Other than ordinary routine litigation incidental to the business, there are no material pending legal proceedings to which the Corporation or its subsidiaries are a party or of which any of their property is the subject. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 11 Statement of Computation of per share earnings. The copy of this exhibit filed as Exhibit 11 to AMBANC's Annual Report on Form 10-K for the year ended December 31, 1996, is incorporated herein by reference. 27 Financial Data Schedule for September 30, 1997. (b) No Form 8-K was filed with the SEC during the quarter ended September 30, 1997. PAGE AMBANC CORP. As of and for the nine months ended September 30, 1997 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. AMBANC CORP. (Registrant) DATE: November 14, 1997 BY: R. Watson Robert G. Watson, Chairman of the Board, President and Chief Executive Officer DATE: November 14, 1997 BY: Richard E. Welling Richard E. Welling, Secretary, Treasurer and C.F.O. PAGE AMBANC CORP. As of and for the nine months ended September 30, 1997 EXHIBIT INDEX EXHIBITS PAGE 11 Statement of Computation of per * share earnings. The copy of this exhibit filed as Exhibit 11 to AMBANC's Annual Report on Form 10-K for the year ended December 31, 1996, is incorporated herein by reference. 27 Financial Data Schedule for September 30, 1997. * Incorporated by reference from previously filed documents.