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 March 31, 1998 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: 6,999,281 common shares of stock were outstanding as of May 15, 1998. PAGE AMBANC CORP. INDEX PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets at March 31, 1998 (unaudited) and December 31, 1997 Consolidated Statements of Income for Three months ended March 31, 1998 and 1997(unaudited) Consolidated Statements of Cash Flows for three months ended March 31, 1998 and 1997 (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 Proceedings 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) March 31, December 31, 1998 1997 ASSETS Cash and due from banks $ 22,383 $ 37,313 Federal funds sold -- 7,440 Total cash and cash equivalents 22,383 44,753 Interest-bearing deposits in other banks 199 298 Securities available for sale at market 137,351 150,219 Loans held for sale 3,479 2,443 Loans, net of unearned income 549,575 540,433 Allowance for loan losses (5,692) (5,428) Loans, net 543,883 535,005 Premises, furniture and equipment, net 12,992 12,934 Accrued interest receivable and other assets 13,246 13,743 TOTAL ASSETS $ 733,533 $ 759,395 LIABILITIES Noninterest-bearing deposits $ 61,013 $ 63,641 Interest-bearing deposits 568,005 602,044 Total deposits 629,018 665,685 Short-term borrowings 11,595 6,747 Long-term debt 6,811 2,031 Accrued interest payable and other liabilities 6,634 6,577 TOTAL LIABILITIES 654,058 681,040 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, 6,999,425 and 6,985,712 shares issued at March 31, 1998, and December 31, 1997 69,994 69,857 Treasury stock (684 and 34 shares at cost) (17) (1) Retained earnings 8,503 7,422 Accumulated other comprehensive income, net of taxes 995 1,077 TOTAL SHAREHOLDERS' EQUITY 79,475 78,355 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 733,533 $ 759,395 PAGE AMBANC CORP. CONSOLIDATED STATEMENTS OF INCOME (Dollar amounts in thousands, except share data) Three Months Ended March 31, 1998 1997 INTEREST INCOME Interest and fees on loans $ 11,947 $ 10,994 Interest and fees on loans held for sale 52 47 Interest on securities Taxable 1,403 1,746 Tax exempt 679 733 Other interest 92 84 TOTAL INTEREST INCOME 14,173 13,604 INTEREST EXPENSE Interest on deposits 6,924 6,760 Interest on short-term borrowings 91 96 Interest on long-term debt 32 35 TOTAL INTEREST EXPENSE 7,047 6,891 NET INTEREST INCOME 7,126 6,713 Provision for loan losses 190 315 NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 6,936 6,398 NONINTEREST INCOME Income from fiduciary activities 178 194 Service charges on deposit accounts 465 403 Gain/(loss) on securities 9 55 Other operating income 444 419 TOTAL NONINTEREST INCOME 1,096 1,071 NONINTEREST EXPENSE Salaries and employees benefits 2,803 2,500 Occupancy expenses, net 374 341 Equipment expenses 397 316 Data processing expenses 95 123 FDIC insurance 31 7 Other operating expenses 1,395 1,172 TOTAL NONINTEREST EXPENSE 5,095 4,459 INCOME BEFORE INCOME TAXES 2,937 3,010 Income taxes 880 895 NET INCOME $ 2,057 $ 2,115 EARNINGS PER COMMON SHARE Net income per share $ .29 $ .30 Weighted average outstanding shares 6,986,650 6,963,499 PAGE AMBANC CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollar amounts in thousands, except share data) Three Months Ended March 31, 1998 1997 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 2,057 $ 2,115 Adjustments to reconcile net income to net cash from operating activities: Net premium amortization and discount accretion on securities 64 84 Depreciation 339 299 Provision for loan losses 190 315 (Gain)/loss on securities (9) (55) (Gain)/loss on sales of assets 10 (4) (Gain)/loss on sales of loans (73) (131) Proceeds from sales of loans held for sale 11,927 5,276 Loans held for sale made to customers, net of payments collected (12,890) (5,093) Accrued interest receivable and other assets 525 716 Accrued interest payable and other liabilities 57 (172) Deferred loan fees net of costs 16 (25) NET CASH FROM OPERATING ACTIVITIES 2,213 3,325 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sales of securities available for sale 0 5,791 Proceeds from maturities and calls of securities available for sale 13,874 5,742 Purchases of securities available for sale (1,171) (6,174) Net change in interest bearing deposits in other banks 99 95 Loans made to customers, net of payments collected (9,084) (12,813) Loans purchased -- -- Proceeds from sales of loans -- -- Property and equipment expenditures (408) (801) NET CASH FROM INVESTING ACTIVITIES 3,310 (8,160) PAGE AMBANC CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued (Dollar amounts in thousands, except share data) Three Months Ended March 31, 1998 1997 CASH FLOWS FROM FINANCING ACTIVITIES Net change in deposits (36,667) 6,004 Net change in short-term borrowings 4,848 1,149 Payments on long-term debt (249) (267) Proceeds on long-term debt 5,029 21 Net change in treasury stock (16) 2 Dividends paid (838) (696) NET CASH FROM FINANCING ACTIVITIES (27,893) 6,213 NET CHANGE IN CASH AND CASH EQUIVALENTS (22,370) 1,378 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 44,753 32,284 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 22,383 $ 33,662 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the period: Interest $ 14,021 $ 13,094 Income taxes 162 8 PAGE AMBANC CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of and for the three months ended March 31, 1998 (Dollar amounts in thousands, except share data) The Consolidated balance sheet as of March 31, 1998, consolidated statements of income for the three month periods ended March 31, 1998 and 1997, and the consolidated statements of cash flows for the three month periods ended March 31, 1998 and 1997, 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 March 31, 1998, and all periods presented, have been made. 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, 1997, annual report to shareholders. The results of operations for the period ended March 31, 1998, are not necessarily indicative of the operating results for the full year. PROPOSED ACQUISITION OF AMBANC CORP. On April 1, 1998 the Corporation entered into a definitive agreement to be acquired by Union Planters Corporation (UPC) in Memphis, Tennessee. Pursuant to the proposed acquisition, the Corporation has been offered .4841 shares of UPC common stock for each outstanding share of the corporation. The transaction will be accounted for under the pooling of interests method. Consummation of the transaction is subject to regulatory and shareholders' approval. PAGE AMBANC CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of and for the three months ended March 31, 1998 (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, 1998. The adoption of FAS 125 had no effect on the Corporation's financial statements due to no covered transactions existing. The Corporation adopted FAS 130, "Comprehensive Income", effective January 1, 1998. 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. All prior year financial statements have been reclassified for comparative purposes. The following is a summary of the Corporation's total comprehensive income for the interim three month periods ended March 31, 1998 and 1997 under FAS 130: Three Months Ended March 31, 1998 1997 Net income $ 2,057 $ 2,115 Other comprehensive income, net of tax: Unrealized gains (losses) on securities: Unrealized holding gains (losses) arising during period (87) (1,056) Reclassification adjustment for (gains) losses included in net income 5 (68) Other comprehensive income (82) (1,124) COMPREHENSIVE INCOME $ 1,975 $ 991 FAS 131, "Disclosures about Segments of an Enterprise and Related Information", was issued in June 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 disclosures 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 three months ended March 31, 1998 (Dollar amounts in thousands, except share data) FINANCIAL STATEMENT RECLASSIFICATIONS Certain other items in the prior years financial statements have been reclassified to correspond with the current presentations. 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%. Three Months Ended March 31, Increase 1998 1997 (Decrease) Interest income $ 14,173 $ 13,604 4.18 % Adjusted for tax- exempt income 414 417 (0.72) Tax-equivalent interest income 14,587 14,021 4.04 Interest expense 7,047 6,891 2.26 Net interest income $ 7,540 $ 7,130 5.75 % PAGE AMBANC CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION As of and for the three months ended March 31, 1998 (Dollar amounts in thousands, except share data) Net interest income increased $413 or 5.75% for the three months ended March 31, 1998, compared to the three months ended March 31, 1997. This $410 increase was a combination of a $563 increase in interest income offset by a $156 increase in interest expense. The $563 increase in interest income was composed of an increase of $378 due to increased volume of average interest-earning assets and an increase of $188 due to increased rates received on these interest-earning assets. The $156 increase in interest expense was a combination of an decrease of $(160) due to decreased volume of average interest- bearing liabilities and an increase of $316 due to rate increases on these interest-bearing liabilities. The Corporation's average assets for the first three months of 1998 increased $26,499 or 3.71% to $741,007 from $714,508. The percent of average earning assets to total average assets has decreased to 93.96% or $696,222 for the first three months of 1998 from 94.92% or $678,181 for the first three months of 1997. This decreasing trend is due primarily to a substantial investment in our branch network since the beginning of 1997. Net interest margin increased .13% to 4.40% for the first three months of 1998 from 4.27% for the first three months of 1997. This increase is due to the cost of average interest-bearing liabilities decreasing (.02%) from 4.80% for the first three months of 1997 to 4.78% for the first three months of 1998 while the yield on average earning assets increased .11% from 8.39% for the first three months of 1997 to 8.50% for the first three months of 1998. 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 three months ended March 31, 1998 (Dollar amounts in thousands, except share data) The provision for loan losses decreased $125 or 39.68% to $190 during the first three months of 1998 compared to $315 during the first three months of 1997. The smaller provision was due to an overall improvement in loan quality and a net loan recovery in the first quarter of 1998. The allowance for loan losses at March 31, 1998, was $5,692 or 1.04% of total loans less unearned income as compared to $5,428 or 1.00% of total loans less unearned income at December 31, 1997. During the first three months of 1998, loans charged off were $164 and recoveries from previously written off loans were $238, thus a net recovery for the first three months of 1998 of $74 was realized. The adequacy of the allowance for loan losses is analyzed by management of each subsidiary bank based upon review of identified loans with more than a normal degree of risk, historical loan loss percentage by type of loan and present and forecasted economic conditions. Management's analysis indicates that the allowance for loan loss at March 31, 1998, is adequate to cover potential losses on identified loans with credit problems and historical losses on the remaining loan portfolio. The following are the various classifications of problem loans with their outstanding balances and percent of total loans less unearned income at March 31, 1998, and December 31, 1997: March 31, 1998 December 31, 1997 Nonaccrual loans $1,992 .36% $ 649 .12% Loans past due 90 days 331 .06 1,976 .37 Performing restructured loans 2,355 .43 2,421 .45 OREO 915 .17 729 .13 PAGE AMBANC CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION As of and for the three months ended March 31, 1998 (Dollar amounts in thousands, except share data) A summary of the activity in the allowance for loan losses account for the first three months ending March 31, 1998 and 1997 was: 1998 1997 Balance, January 1 $5,428 $5,630 Provision for loan losses 190 315 Loans charged off (164) (605) Recoveries of loans previously charged off 238 82 Balance, March 31, $5,692 $5,422 Noninterest income for the three months ended March 31, 1998, increased 2.33% or $25 to $1,096 from $1,071 in 1997. Income from fiduciary services decreased $16 or 8.25% to $178 from $194 in 1997. This decrease is primarily due to timing of billings in 1998 compared to 1997 and does not necessarily reflect a decline in this line of business. The commissions for selling securities through an affiliation with PrimeVest are included in fiduciary activities income. This service was provided to customers at both bank subsidiaries for the first time in 1997. Service charges on deposit accounts increased $62 or 15.38% to $465 in 1998 compared to $403 in 1997 and is mainly due to increased charges on non-sufficient funds checks. Security gains were down $46 for the first three months of 1998 compared to the first three months of 1997. During 1997, the Corporation instituted a plan of selling small investment pieces to reduce carrying expenses and to extending maturities on securities that would mature within the next year. Other operating income increased 5.97% or $25 to $444 for the three months ended March 31, 1998, from $419 for the same three months in 1997. This increase is due primarily to increases in letter of credit and mortgage servicing fees. PAGE AMBANC CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION As of and for the three months ended March 31, 1998 (Dollar amounts in thousands, except share data) Noninterest expense for the three months ended March 31, 1998, was $5,095 as compared to $4,459 for the three months ended March 31, 1997, for an increase of $636 or 14.26%. Salaries and employee benefits are the largest portion of noninterest expense and increased $303 or 12.12% in the first three months of 1998 compared to the same period in 1997. This increase is due in part to the Corporation adding three new branches during 1997 and a fourth in 1998. Although the new Terre Haute branch did not officially open for business until April of 1998, the Corporation incurred significant start-up costs in the first quarter of 1998. The major increases in employee benefits were in medical insurance and expenses related to SARs outstanding. Occupancy expenses were up $33 or 9.68% and equipment expenses were up $81 or 25.63% in the first three months of 1998 compared to 1997. The additions to the branch structure added significantly to these expenses. The branches added in 1997 will have more depreciation in 1998, due to the half-year convention used in the first year of service for many fixed assets. In addition, the new Terre Haute facility will add expenses that have not impacted prior financial statements. 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). 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 three months ended March 31, 1998 (Dollar amounts in thousands, except share data) Other operating expenses increased $223 or 19.03% to $1,395 for the first three months of 1998 from $1,172 for the same period in 1997. This increase represents the shifting of a considerable amount of overhead to the holding company where it is charged back to the subsidiaries and reclassified as other operating expenses. Had this shift not occurred, increases in salaries and benefits, occupancy, equipment and data processing expenses would have been greater, reflective of the increased investment in both branch structure and new technologies. Income before income taxes was down $73 or 2.43% to $2,937 for the first three months of 1998 from $3,010 for the first three months of 1997. The net income for the first three months ended March 31, 1998, was down $58 or 2.74% to $2,057 as compared to $2,115 for the three months ended March 31, 1997. Earnings per share were $.29 and $.30 for the quarters ending March 31, 1998 and 1997. Based upon annualized net income the return on average assets for the first three months of 1998 was off slightly at 1.13% compared to 1.20% in 1997. PAGE AMBANC CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION As of and for the three months ended March 31, 1998 (Dollar amounts in thousands, except share data) The following schedule shows selected financial amounts and ratios for the three months ended March 31, 1998 and 1997. Three Months Ended March 31, 1998 1997 AVERAGE BALANCE SHEET DATA Total assets $ 741,007 $ 714,508 Earning assets 696,222 678,181 Securities 143,222 168,921 Loans 544,098 500,169 Allowance for loan losses 5,400 5,455 Goodwill 1,570 1,738 Deposits 647,069 627,805 Shareholders' equity 78,870 72,510 END OF PERIOD BALANCE SHEET DATA Total assets $ 733,533 $ 726,579 Securities 137,351 163,552 Loans 549,575 506,782 Allowance for loan losses 5,692 5,422 Goodwill 1,556 1,724 Deposits 629,018 639,560 Shareholders' equity 79,475 72,479 INCOME DATA Net interest income(t.e. basis) $ 7,540 $ 7,130 Provision for loan losses 190 315 Noninterest income 1,096 1,071 Noninterest expense 5,095 4,459 Net income 2,057 2,115 PAGE AMBANC CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION As of and for the three months ended March 31, 1998 (Dollar amounts in thousands, except share data) Three Months Ended March 31, 1998 1997 PER SHARE DATA Net income $ .29 $ .30 Cash dividends .12 .10 Book value at end of period 11.36 10.36 Tangible book value at end of period 11.13 10.11 Stock price at end of period 29.75 17.14 Weighted average shares 6,986,779 6,964,161 Weighted average treasury shares 129 662 SELECTED RATIOS Return on average assets 1.13% 1.20% Return on average equity 10.72 11.87 Net interest margin(t.e.basis) 4.40 4.27 Efficiency ratio 61.97 57.28 Net charge-offs to average loans (.01) .10 Allowance for loan losses to loans 1.04 1.07 Nonaccrual loans to loans .36 .25 Loans past due 90 days or more to loans .06 .37 Performing restructured loans to loans .43 .79 OREO to loans .16 .08 Tier 1 leverage capital 10.41 10.03 Tier 1 capital 13.59 13.34 Total capital 14.60 14.35 PAGE AMBANC CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION As of and for the three months ended March 31, 1998 (Dollar amounts in thousands, except share data) FINANCIAL CONDITION Total assets have decreased $25,862 or 3.41% to $733,533 at March 31, 1998, from $759,395 at December 31, 1997. Total noninterest- bearing deposits have decreased $2,628 or 4.13% and interest- bearing deposits have decreased $34,039 or 5.65% at March 31, 1998, from December 31, 1997 for a total decrease in deposits of $36,667 or 5.51%. The reduction in deposit totals are reflective of both strong competition and tighter pricing controls. While the level of deposits has decreased, price controls and an increasing percentage of loans in proportion to total earning assets had a positive impact on the net interest margin. Securities available for sale before the mark-to-market have decreased $12,758 or 8.59% to $135,777 at March 31, 1998, from $148,535 at December 31, 1997. Securities available for sale at market indicates a decrease of $12,868 or 8.57% at March 31, 1998, from December 31, 1997. This market valuation change is the result of normal repricing of investment securities in different rate environments and accounted for $82 of the reduction 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 three months ended March 31, 1998 (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 a heavy demand for these loans during the three months ended March 31, 1998. In general, current rate volatility on these loans is making it necessary to sell them as soon as they are booked. The following is the detail of activity in the loans held for sale between year end and March 31, 1998: Balance December 31, 1997 $ 2,443 New loans booked (net of payments) 12,963 Loans sold (11,927) Total at March 31, 1998 $ 3,479 The sale of loans to the secondary market has provided $73 of net gains on sales during the first three months of 1998 and the Corporation is servicing $113,009 of real estate loans sold to the secondary market as of March 31, 1998. Loans have increased $9,142 or 1.69% at March 31, 1998, from December 31, 1997. The following shows the balance and percent of total by loan classification as of the end of the periods: 3-31-98 12-31-97 % of % of Balance Total Balance Total Commercial $237,559 43.23% $224,468 41.53% Agricultural 64,926 11.81 55,267 10.23 Real estate 132,278 24.07 147,016 27.20 Installment 111,650 20.32 110,252 20.40 Credit cards 3,162 .57 3,430 .63 Total $549,575 $540,433 The types of loans outstanding as a percentage of total loans has remained very stable between year end 1997 and March 31, 1998. The demand for new commercial loans has been the strongest, reflecting the current level of economic development in this region. The increase in agricultural loans coupled with the decrease in real estate loans is primarily due to a change made to more accurately classify some of the company's agricultural real estate loans during the first three months of the year. The additional drop in real estate loans came as a result of a shift from adjustable to fixed rate loans, which are generally sold after they are booked. PAGE AMBANC CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION As of and for the three months ended March 31, 1998 (Dollar amounts in thousands, except share data) Total shareholders' equity, including the unrealized gain on securities available for sale, increased $1,120 or 1.43% to $79,475 at March 31, 1998, from $78,355 at December 31, 1997. The change in the adjustment for securities available for sale caused total equity to decrease $82 or (.07%) at March 31, 1998, from December 31, 1997. This decrease is the after-tax effect of the mark-to-market adjustment on securities available for sale which was a positive $995 at March 31, 1998, and was a positive $1,077 at December 31, 1997. 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 $77,179 at December 31, 1997, and increased $1,198 or 1.55% to $78,376 at March 31, 1998. This increase was due to net income of $2,057 less dividends paid of $838 less $4 related to a decrease in the mark-to-market on mutual funds and $16 related to treasury stock. 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 March 31, 1998, and December 31, 1997, were: March 31, 1998 December 31, 1997 Tier 1 Leverage Capital 10.41% 10.40% Tier 1 Capital 13.59% 13.37% Total Capital 14.60% 14.33% PAGE AMBANC CORP. As of and for the three months ended March 31, 1998 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 27 Financial Data Schedule for March 31, 1998. (b) No Form 8-K was filed with the SEC during the quarter ended March 31, 1998. PAGE AMBANC CORP. As of and for the three months ended March 31, 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. AMBANC CORP. (Registrant) DATE: May 14, 1998 BY: R. Watson Robert G. Watson Chairman of the Board, President and C.E.O. DATE: May 14, 1998 BY: Troy D. Stoll Troy D. Stoll, CPA Secretary, Treasurer and C.F.O. PAGE AMBANC CORP. As of and for the three months ended March 31, 1998 EXHIBIT INDEX EXHIBITS PAGE 27 Financial Data Schedule for March 31, 1998.