SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 For the Quarter Ended: June 30, 2002 Commission File Number: 0-18392 - --------------------- Ameriana Bancorp Indiana 35-1782688 - ------------------------------- -------------------------------- (State or other jurisdiction of (I.R.S. employer identification incorporation or organization) number) 2118 Bundy Avenue, New Castle, Indiana 47362-1048 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, include area code (765) 529-2230 -------------- Common Stock, par value $1.00 per share --------------------------------------- (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES XX NO -- -- As of August 14, 2002, there were issued and outstanding 3,147,463 shares of the registrant's common stock. AMERIANA BANCORP AND SUBSIDIARIES CONTENTS PART I - FINANCIAL INFORMATION Page No. -------- ITEM 1 - Financial statements Consolidated Condensed Balance Sheets as of June 30, 2002 and December 31, 2001 . .. . . . . . . 3 Consolidated Condensed Statements of Operations for the Three and Six Months Ended June 30, 2002 and 2001 . . . . . . . . . . . . . . . . . . 4 Consolidated Condensed Statements of Shareholders' Equity for the six months ended June 30, 2002 . . . . . . 5 Consolidated Condensed Statements of Cash Flows for the Six Months Ended June 30, 2002 and 2001. . . . . . 6 Notes to Consolidated Condensed Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . 7 ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . 9 ITEM 3 - Quantitative and Qualitative Disclosure About Interest Rate Risk . . . . . . . . . . . . . . 15 PART II - OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . 18 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 2 PART I - FINANCIAL INFORMATION AMERIANA BANCORP AND SUBSIDIARY CONSOLIDATED CONDENSED BALANCE SHEETS (In thousands, except share data) June 30, December 31, 2002 2001 (Unaudited) ------------ ----------- Assets Cash on hand and in other institutions $ 7,733 $ 7,540 Interest-bearing demand deposits 10,791 4,283 --------- --------- Cash and cash equivalents 18,524 11,823 Investment securities held for sale 111,593 140,629 Mortgage loans held for sale 598 5,290 Loans receivable 342,688 352,113 Allowance for loan losses (3,062) (1,730) --------- --------- Net loans receivable 339,626 350,383 Real estate owned 138 586 Premises and equipment 7,438 6,919 Stock in Federal Home Loan Bank 7,400 7,365 Mortgage servicing rights 1,121 1,012 Investments in unconsolidated affiliates 1,349 825 Goodwill 1,494 1,511 Cash surrender value of life insurance 18,449 18,035 Other assets 3,801 7,697 --------- --------- Total assets $ 511,531 $ 552,075 ========= ========= Liabilities and Shareholders' Equity Liabilities: Deposits: Noninterest-bearing $ 21,328 $ 24,257 Interest-bearing 386,903 388,156 --------- --------- Total deposits 408,231 412,413 Advances from Federal Home Loan Bank 54,763 87,653 Notes payable 840 930 Drafts payable 3,349 6,092 Advances by borrowers for taxes and insurance 275 662 Other liabilities 2,677 1,430 --------- --------- Total liabilities 470,135 509,180 Commitments and Contingent Liabilities Shareholders' equity: Preferred stock (5,000,000 shares authorized; none issued) -- -- Common stock ($1.00 par value; authorized 15,000,000 shares; issued shares: 3,147,463 and 3,146,616, respectively) 3,147 3,147 Additional paid-in capital 499 499 Retained earnings 37,489 39,945 Accumulated other comprehensive income 261 (696) --------- --------- Total shareholders' equity 41,396 42,895 --------- --------- Total liabilities and shareholders' equity $ 511,531 $ 552,075 ========= ========= See accompanying notes to consolidated condensed financial statements. 3 AMERIANA BANCORP AND SUBSIDIARY CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (In thousands, except share data) (Unaudited) Three Months Ended Six Months Ended June 30, June 30, ------------------------------------------- 2002 2001 2002 2001 -------- -------- -------- -------- Interest Income: Interest and fees on loans $ 6,250 $ 7,526 $ 12,505 $ 15,543 Interest on mortgage-backed securities 529 189 2,273 407 Interest on investment securities 299 1,330 702 2,826 Other interest and dividend income 398 192 588 388 -------- -------- -------- -------- Total interest income 7,476 9,237 16,068 19,164 Interest Expense: Interest on deposits 3,805 4,885 7,911 9,576 Interest on FHLB advances and other borrowings 970 1,358 2,108 3,286 -------- -------- -------- -------- Total interest expense 4,775 6,243 10,019 12,862 -------- -------- -------- -------- Net interest income 2,701 2,994 6,049 6,302 Provision for Loan Losses 150 90 1,400 180 -------- -------- -------- -------- Net interest income after provision for loan losses 2,551 2,904 4,649 6,122 Other Income: Net loan servicing fees 39 52 85 109 Other fees and service charges 218 223 413 429 Brokerage and insurance commissions 265 248 533 508 Net gain (loss) on investments in unconsolidated affiliates 48 (52) (2) (88) Gains on sales of loans and servicing rights 217 153 451 228 Loss on sale of investments -- -- (3,212) -- Increase in cash surrender value of life insurance 234 202 414 497 Other 166 44 228 88 -------- -------- -------- -------- Total other income 1,187 870 (1,090) 1,771 Other Expense: Salaries and employee benefits 1,753 1,608 3,862 3,177 Net occupancy and equipment expense 410 347 798 707 Federal insurance premium 18 17 36 35 Data processing expense 96 67 216 136 Printing and office supplies 66 76 141 164 Amortization of intangible assets 9 44 17 88 Other 704 553 1,209 1,055 -------- -------- -------- -------- Total other expense 3,056 2,712 6,279 5,362 -------- -------- -------- -------- Income (loss) before income taxes 682 1,062 (2,720) 2,531 Income taxes 82 282 (1,270) 697 -------- -------- -------- -------- Net Income (Loss) $ 600 $ 780 $ (1,450) $ 1,834 ======== ======== ======== ======== Basic Earnings (Loss) Per Share $ 0.19 $ 0.25 $ (0.46) $ 0.58 ======== ======== ======== ======== Diluted Earnings (Loss) Per Share $ 0.19 $ 0.25 $ (0.46) $ 0.58 ======== ======== ======== ======== Dividends Declared Per Share $ 0.16 $ 0.15 $ 0.32 $ 0.30 ======== ======== ======== ======== See accompanying notes to consolidated condensed financial statements. 4 AMERIANA BANCORP AND SUBSIDIARY CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY (In thousands) (Unaudited) 2002 -------- Balances, January 1 $ 42,895 Net loss (1,450) Other comprehensive income 958 --------- Comprehensive loss (492) Dividends declared (1,007) --------- Balances, June 30 $ 41,396 ========= 5 See accompanying notes to consolidated condensed financial statements. AMERIANA BANCORP AND SUBSIDIARY CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Six Months Ended June 30, ------------------------ 2002 2001 --------- --------- OPERATING ACTIVITIES Net income (loss) $ (1,450) $ 1,833 Items not requiring cash: Provisions for losses on loans 1,400 180 Depreciation 304 304 Accretion/Amortization of securities (net) 34 163 Equity in (income) loss of unconsolidated subsidiaries (2) 89 Mortgage servicing rights amortization 85 87 Goodwill amortization 17 88 Losses (gains) on sales of real estate owned (48) 1 Loss on sale of investments 3,212 -- Increase in cash surrender value of life insurance (414) (497) Mortgage loans originated for sale (30,659) (27,679) Proceeds from sales of mortgage loans 35,608 26,189 Gains on sales of loans and servicing rights (451) (228) Change in: -- -- Other assets 3,719 580 Drafts payable (2,743) (19) Other liabilities 232 (494) --------- --------- Net cash provided by operating activities 8,844 597 INVESTING ACTIVITIES Proceeds from calls of securities held to maturity -- 21,155 Principal collected on mortgage-backed securities held to maturity -- 1,562 Purchase of investment securities available for sale (130,901) -- Sale of investment securities available for sale 133,429 -- Proceeds from maturity of securities available for sale 6,350 -- Principal collected on securities available for sale 18,497 -- Net change in loans 9,425 24,338 Proceeds from sale of real estate owned 605 147 Net purchases of premises and equipment (823) (93) Purchase of Federal Home Loan Bank stock (35) (52) Other investing activities (522) (4) --------- --------- Net cash provided by investing activities 36,025 47,053 FINANCING ACTIVITIES Net change in demand and passbook deposits (2,929) (3,864) Net change in certificates of deposit (1,253) 18,937 Advances from Federal Home Loan Bank 20,812 17,500 Repayment of Federal Home Loan Bank advances (53,702) (82,398) Repayment of notes payable (90) (690) Cash dividends paid (1,006) (944) --------- --------- Net cash used by financing activities (38,168) (51,459) --------- --------- Change in cash and cash equivalents 6,701 (3,809) Cash and cash equivalents at beginning of period 11,823 19,031 --------- --------- Cash and cash equivalents at end of period $ 18,524 $ 15,222 ========= ========= Supplemental information: Interest paid $ 7,988 $ 12,884 Income taxes paid 290 100 See accompanying notes to consolidated condensed financial statements. 6 AMERIANA BANCORP AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - ---------------------------------------------------- (Table dollar amounts in thousands, except share data) NOTE A - - BASIS OF PRESENTATION Ameriana Bancorp (the "Company") was incorporated under Indiana law for the purpose of becoming the holding company for Ameriana Bank and Trust of Indiana. In 1990, the Company acquired all of Ameriana Bank and Trust of Indiana common stock in connection with its reorganization into the holding company form of ownership. In 1992, the Company acquired Ameriana Bank of Ohio, F.S.B. ("ABO"). ABO was merged into Ameriana Bank and Trust of Indiana in October 2000. On June 29, 2001, Ameriana Bank and Trust of Indiana converted from a Federal Savings Bank to an Indiana Chartered State Savings Bank and changed its name to Ameriana Bank and Trust, SB ("ABT"). At the same time, the Company contributed Ameriana Insurance Agency, Inc. ("AIA") to ABT. AIA operates a general insurance agency in three locations. ABT has a brokerage operation through its wholly owned subsidiary Ameriana Financial Services, Inc., which also owns a partial interest in a life insurance company and a title insurance company. The title insurance company, Indiana Title Insurance Company, LLC, was acquired in the first quarter of 2002. In 1995, the Company purchased a minority interest in a limited partnership organized to acquire and manage real estate investments, which qualify for federal tax credits. The unaudited interim consolidated condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and disclosures required by generally accepted accounting principles for complete financial statements. In the opinion of management, the financial statements reflect all adjustments (comprised only of normal recurring adjustments and accruals) necessary to present fairly the Company's financial position and results of operations and cash flows. The results of operations for the period are not necessarily indicative of the results to be expected in the full year. A summary of the Company's significant accounting policies is set forth in Note 1 of Notes to Consolidated Financial Statements in the Company's annual report on Form 10-K for the year ended December 31, 2001. The consolidated condensed balance sheet of the Company as of December 31, 2001 has been derived from the audited consolidated balance sheet of the Company as of that date. Reclassifications of certain amounts in 2001 consolidated financial statements have been made to conform to the 2002 presentations. 7 NOTE B - - SHAREHOLDERS' EQUITY On May 23, 2002, the Board of Directors declared a quarterly cash dividend of $.16 per share. This dividend, totaling $503,594, was accrued for payment to shareholders of record on June 14, 2002, and was paid on July 5, 2002. Total year-to-date dividends declared are $1,007,188. Payment was made to 3,147,463 shareholders, the same as at March 31, 2002. Stock options totaling 9,713 shares were exercised during the first quarter of 2002 with 8,866 shares retired as part of the same transaction. The Company's net income decreased $180,000 or 23.08%, to $600,000 ($0.19 basic and diluted earnings per share) for the quarter ended June 30, 2002, compared to net income of $780,000 ($0.25 basic and diluted earnings per share) for the same period in 2001. The year-to-date net income decreased $3,284,000 or 179.06%, for a loss of $1,450,000 ($0.46 loss per basic and diluted earnings per share) for the six months ended June 30, 2002, compared to net income of $1,834,000 ($0.58 basic and diluted earnings per share) for the same period in 2001. Earnings per share were computed as follows: (In thousands, except share data) Three Months Ended June 30, --------------------------- 2002 2001 - ----------------------------------------------------------------------------------------------------------------------- Income Weighted Average Per Share Income Weighted Average Per Share Shares Amount Shares Amount - ----------------------------------------------------------------------------------------------------------------------- Basic Earnings per Share: Income available to Common shareholders $600 3,147,463 $0.19 $780 3,146,616 $0.25 Effect of dilutive stock options -- 7,930 -- 264 - ----------------------------------------------------------------------------------------------------------------------- Diluted Earnings Per Share: Income available to common shareholders and assumed conversions $600 3,155,393 $0.19 $780 3,146,880 $0.25 - ----------------------------------------------------------------------------------------------------------------------- Six Months Ended June 30, ------------------------- 2002 2001 - ----------------------------------------------------------------------------------------------------------------------- Income (Loss) Weighted Average Per Share Income Weighted Average Per Share Shares Amount Shares Amount - ----------------------------------------------------------------------------------------------------------------------- Basic Earnings (Loss) per Share: Income available to Common shareholders ($1,450) 3,146,616 ($0.46) $1,834 3,146,616 $0.58 Effect of dilutive stock options -- 6,585 -- 210 - ----------------------------------------------------------------------------------------------------------------------- Diluted Earnings (Loss) Per Share: Income available to common shareholders and assumed conversions ($1,450) 3,153,201 ($0.46) $1,834 3,146,826 $0.58 - ----------------------------------------------------------------------------------------------------------------------- At June 30, 2002 there were options on 207,537 shares that could dilute earnings per share in the future which were not included in the above computations because they were antidilutive. 8 AMERIANA BANCORP AND SUBSIDIARIES ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General - ------- This Quarterly Report on Form 10-Q ("Form 10-Q") may contain statements, which constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements appear in a number of places in this Form 10-Q and include statements regarding the intent, belief, outlook, estimate or expectations of the Company primarily with respect to future events and future financial performance. Readers of this Form 10-Q are cautioned that any such forward looking statements are not guarantees of future events or performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward looking statements as a result of various factors. The accompanying information contained in this Form 10-Q identifies important factors that could cause such differences. These factors include changes in interest rates; loss of deposits and loan demand to other financial institutions; substantial changes in financial markets; changes in real estate values and the real estate market or regulatory changes. The largest components of the Company's total revenue and total expenses are interest income and interest expense, respectively. Consequently, the Company's earnings are primarily dependent on its net interest income, which is determined by (i) the difference between rates of interest earned on interest-earning assets and rates paid on interest-bearing liabilities ("interest rate spread"), and (ii) the relative amounts of interest-earning assets and interest-bearing liabilities. Levels of other income and operating expenses also significantly affect net income. Management believes that interest rate risk, i. e., the sensitivity of income and net asset values to changes in interest rates, is one of the most significant determinants of the Company's ability to generate future earnings. Accordingly, the Company has implemented a long-range plan intended to minimize the effect of changes in interest rates on operations. The asset and liability management policies of the Company are designed to stabilize long-term net interest income by managing the repricing terms, rates and relative amounts of interest-earning assets and interest-bearing liabilities. On March 19, 2002, the Company announced that it had changed the accounting classification for its investment portfolio from "Held to Maturity" to "Available for Sale", effective as of December 31, 2001. The change in accounting stems from the Company's review of its investment portfolio and the determination that recent deterioration in the markets has fundamentally changed the interest rate risk characteristics of these investments and increased the Company's exposure to volatility in future interest income. The Company's investment portfolio totaled approximately $142 million as of December 31, 2001. Since the change in classification for these investments as "Available for Sale" was effective as of December 31, 2001, the Company reduced shareholders' equity by the difference between fair value and book value on its investment portfolio as of that date, net of tax. The amount of this charge to shareholders' equity was approximately $700,000, or a $0.22 reduction in year-end book value per share. The Company's total shareholders' equity as of December 31, 2001, adjusted for this unrealized depreciation of its "Available for Sale" investment portfolio at that date, was approximately $42.9 million, representing a book value of $13.63 per share. Total assets at year-end 2001 stood at $552 million, including almost $350 million in traditional residential mortgages and consumer or commercial loans. 9 Critical Accounting Policies - ---------------------------- The notes to the consolidated financial statements contain a summary of the Company's significant accounting policies presented in the annual report for fiscal year 2001. Certain of these policies are important to the portrayal of the Company's financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Management believes that it's critical accounting policies include determining the allowance for loan losses ("ALL"), and the valuation of mortgage servicing rights, ("MSR's"). Allowance for Loan Losses - ------------------------- The ALL is a significant estimate that can and does change based on Management's assumptions about specific borrowers and applicable economic and environmental conditions, among other factors. Management reviews the adequacy of the ALL on at least a quarterly basis. This review is based on four components: specific identified risks or anticipated losses in individual loans, a percentage factor based on the type of loan and the risk rating assigned to the credit, growth or shrinkage in the overall portfolio and managements' analysis of overall economic conditions such as employment, bankruptcy trends, property value changes and change in delinquency levels. Credits are evaluated individually based on degree of delinquency and/or identified risk ratings of special mention or worse. Credits with delinquency levels of less than 60 days and risk ratings of satisfactory or better are reviewed in the aggregate. Percentage factors applied to individual credits are based on risk rating, the type of credit and estimated potential losses in the event liquidation becomes necessary. Percentage factors applied to loans reviewed in the aggregate are based solely on the type of credit. Anticipated losses on other real estate owned are recognized immediately upon recording the asset. The ALL may also include a component based on management's assumptions of changes in risk in non-qualified areas such as market conditions, property values, employment conditions and perceived changes in overall portfolio quality due to changes in concentration, underwriting changes and both national and regional trends. External factors such as increases in unemployment, regional softness in property values, increasing national numbers in bankruptcy, unsecured delinquency and charge-offs and internal factors such as the continuing increase in the commercial real estate loan portfolio may result in larger losses in current economic conditions. Changes in concentration, delinquency and portfolio are addressed through the variation in percentages used in calculating the reserve for various types of credit as well as individual review of "high risk" credits and large loans. Valuation of Mortgage Servicing Rights - -------------------------------------- The Company recognizes the rights to service mortgage loans as a separate asset. MSR's on originated loans are capitalized by estimating the fair value of the streams of net servicing revenues that will occur over the estimated life of the servicing agreement. MSR's are subsequently carried at the lower of the initial carrying value, adjusted for amortization, or fair value. MSR's are evaluated for impairment based on the fair value of those rights. Capitalized servicing rights, which include purchased servicing rights, are amortized over the estimated period of net servicing revenue. It is unlikely that the economic factors will change over the life of the MSR's, resulting in different valuations of the MSR's. The differing valuations would affect the carrying value of the MSR's on the balance sheet as well as the income recorded from loan servicing in the income statement. As of June 30, 2002 and December 31, 2001, MSR's had carrying values of $1,121,000 and $1,012,000 respectively. 10 RESULTS OF OPERATIONS - --------------------- For the first six months of 2002, the Company incurred a net loss totaling $1,450,000 or $0.46 per diluted share compared with net income of $1,834,000 or $0.58 per diluted share in the year-earlier period. This loss largely reflected charges in the first quarter of the year related to the liquidation of its investment portfolio and the increase in reserves for loan losses. Net interest income for the first six months was $6,049,000 versus $6,302,000 in the comparable period last year, while the provision for loan losses amounted to $1,400,000 compared with $180,000 in the year-earlier period. The Company restructured its investments before the end of the first quarter of 2002. The loss on disposition of these securities was approximately $3,212,000, or approximately $1,900,000 after tax or $0.61 per diluted share. However, consistent with accounting principles for "Available for Sale" securities, the Company will record the after-tax difference between fair value and book value on its remaining investment portfolio as a charge or credit to shareholders' equity each quarter. Because of the liquidation of most of its investments during the first quarter of 2002 and the current market value of its remaining investment portfolio, the reduction in equity recorded at December 31, 2001, was largely reversed in the first quarter of 2002. The funds from the investments liquidation were subsequently reinvested in instruments that are thought to be less interest-rate sensitive, or were used to pay down a portion of funds borrowed from the Federal Home Loan Bank. During the first six months of 2002, loan production increased $11,997,000 or 15.61% compared to the first six months of 2001 for a total year-to-date loan production of $88,868,000. Mortgage loan production, which accounted for $6,669,000 of the increase in loan production, consisted of fixed rate loans that are normally sold to the secondary market. Loans sold during the first six months of 2002 were $35,351,000 compared to $26,064,000 sold in the first six months of the prior year. The total outstanding loans decreased $9,425,000 or 2.68% during the first six months to $342,688,000 at June 30, 2002, from $352,113,000 at December 31, 2001. The mortgage loans held for sale decreased to $598,000 at June 30, 2002, from $5,290,000 at December 31, 2001. See comments in other income section for detail of gains on loans sold. The net interest spread (difference between yield on interest-earning assets and cost on interest-bearing liabilities) decreased 25 basis points during the second quarter 2002 compared to the second quarter 2001. The change is due to a decrease in yield of 1.58% on average interest-earning assets offset by a 1.33% reduction in the cost of interest-bearing average liabilities. The Company's decrease in the net interest spread for the second quarter was due primarily to lower interest income from investments following the liquidation of its investment portfolio and the delay involved in reinvesting those proceeds into less interest-rate sensitive investments. The redeployment of those proceeds was delayed due to the Company's desire to invest cautiously so as to avoid any unnecessary exposure to rising interest rates, and to minimize the volatility in future interest income. The net interest spread decreased 8 basis points during the first six months of 2002 compared to the same period in 2001. Overall, the change in yields and cost of funds for 2002 is the result of general reductions in interest rates during 2001. 11 The following table summarizes the Company's average net interest-earning assets and average interest-bearing liabilities with the accompanying average rates for the second quarter and first six months of 2002 and 2001: (Dollars in Thousands) ---------------------- Three Months Ended June 30, Six Months Ended June 30, ----------------------------------- ----------------------------- 2002 2001 2002 2001 Interest-earning assets $490,277 $481,182 $ 497,958 $492,634 Interest-bearing liabilities 457,273 453,230 $ 464,784 $463,179 ---------------------------------- ----------------------------- Net interest-earning assets $ 33,004 $ 27,952 $33,174 $ 29,455 ================================== ============================= Average yield on/cost of: Interest-earning assets 6.12% 7.70% 6.51% 7.84% Interest-bearing liabilities 4.19% 5.52% 4.35% 5.60% ================================== ============================= Net interest spread 1.93% 2.18% 2.16% 2.24% ================================== ============================= Net interest income for the second quarter of 2002 was $2,701,000 for a decrease of $293,000 or 9.79% compared to $2,994,000 recorded during the first quarter of 2001. This decrease is due to lower interest income partially offset by lower interest expense. The $1,760,000 decrease in interest income on average interest-earning assets is a combination of an increase of $2,382,000 because of the increase in higher average balances less $4,142,000 due to lower rates. The decrease of $1,467,000 in cost of interest-bearing liabilities is a combination of an increase of $1,357,000 from higher average balances less $2,824,000 from lower rates. The net interest margin ratio, which is net interest income divided by average earning assets, decreased to 2.21% for the second quarter 2002 compared to 2.50% for the second quarter of 2001. Net interest income for the first six months of 2002 was $6,049,000 for a decrease of $253,000 or 4.01% compared to $6,302,000 recorded during the same period in 2001. This decrease is due to lower interest income partially offset by lower interest expense. The $3,097,000 decrease in interest income on average interest-earning assets is a combination of an increase of $1,134,000 because of the increase in higher average balances less $4,231,000 due to lower rates. The decrease of $2,844,000 in cost of interest-bearing liabilities is a combination of an increase of $1,077,000 from higher average balances less $3,921,000 from lower rates. The net interest margin ratio, which is net interest income divided by average earning assets, decreased to 2.45% for the first six months of 2002 compared to 2.58% for the same period in 2001. The following table sets forth the details of the rate and volume change for the three and six months ended June 30 2002 compared to the same period in 2001. (Dollars in Thousands) ---------------------- Three Months Ended June 30, Six Months Ended June 30, 2002 vs 2001 2002 vs 2001 -------------------------------- -------------------------------- Increase (Decrease) Increase (Decrease) Due to Change in Due to Change in -------------------------------- -------------------------------- Volume Rate Net Change Volume Rate Net Change ------- ------- ---------- ------- ------- ---------- Interest Income: Loans $ (689) $ (587) $(1,276) $(1,593) $(1,445) $(3,038) Other interest-earning assets 3,071 (3,555) (484) 2,727 (2,786) (59) ------- ------- ------- ------- ------- ------- Total interest-earning assets 2,382 (4,142) (1,760) 1,134 (4,231) (3,097) ------- ------- ------- ------- ------- ------- Interest Expense: Deposits 1,659 (2,739) (1,080) 2,080 (3,745) (1,665) FHLB advance and other loans (302) (85) (387) (1,003) (176) (1,179) ------- ------- ------- ------- ------- ------- Total interest-bearing 1,357 (2,824) (1,467) 1,077 (3,921) (2,844) liabilities Change in net interest income $ 1,025 $(1,318) $ (293) $ 57 $ (310) $ (253) ======= ======= ======= ======= ======= ======= 12 The following table summarizes the Company's non-performing assets at: June 30, December 31, 2002 2001 -------- ------------ Loans: Non-accrual $ 10,236 $ 2,178 Restructured Loans - - Over 90 days delinquent 760 395 Real estate owned 138 125 -------- ------- Total $ 11,134 $ 2,698 ======== ======= The Company's non-performing assets decreased $29,000 in the second quarter 2002, and increased $8,436,000 year to date. Because of this, and as a precautionary move reflecting recent weakness in the general economy, the Company strengthened its reserve for loan losses by $1,250,000 during the first quarter 2002 and an overall increase of $1,400,000 year-to-date. The Company took this action even though none of the underlying loans or leases related to the additional charge have been written off. The increase in non-performing loans as of June 30, 2002 is primarily due to one commercial real estate loan with an outstanding balance of $2,233,000 and one lease receivables pool with an outstanding balance of $5,598,482. The commercial loan is for a condominium project in Bloomington, Indiana and is collateralized both by the subject real estate and personal guarantees of the borrowers. In June and September 2001, the Company purchased two separate pools of lease receivables totaling $12,003,000, consisting primarily of equipment leases. Each lease within each pool includes a surety bond by one or two insurers, which guarantees payment of all amounts due under the lease in event of default by the lessee. Additionally, each pool of leases is covered by a sales and service agreement with the insurer. The surety on one pool of leases has been making lease payments, with reservation of rights, to the investors as the lease payments become due under the surety agreement. The outstanding balance due the Company at June 30, 2002 on this lease pool totaled $ 5,389,839. The second lease pool is past due since January 20, 2002. At June 30, 2002, the outstanding balance of this pool totaled $5,598,482. The Company believes the surety bonds on all of the leases provided adequate collateral in the event individual leases default. However, the Company has filed suit against the surety bond company responsible for the past due lease receivable. Subsequent to filing its suit, the Bank was served in a declaratory judgment action filed by the surety company in a California federal court seeking a declaration that the surety is not liable on the lease bonds due to fraud committed by the leasing company. The Bank's suit has been removed to federal court and transferred to California. The federal multi-district litigation panel has now assumed control of the litigation. The Bank has been advised that the surety on the other pool has also filed for a declaration that it is not liable on its lease bonds. The Bank, however, has not been served in this suit. The total provision for loan losses was $150,000 during the second quarter of 2002 compared to $90,000 during the same period in 2001. First quarter 2002 had net charge-offs (charge-offs less recoveries) of $47,000 compared to net charge-offs of $11,000 for the second quarter 2001. The total provision for loan losses was $1,400,000 during the first six months of 2002 compared to $180,000 during the same period in 2001. The first six months of 2002 had net charge-offs of $68,000 compared to net charge-offs of $6,000 for the same period in 2001. 13 Management believes the allowance for loan losses is adequate and that sufficient provision has been provided to absorb any losses which may ultimately be incurred on non-performing loans and the remainder of the portfolio. The allowance for loan losses as a percentage of loans was 0.89% and 0.49% at June 30, 2002 and December 31, 2001, respectively. Total other income increased $317,000 to $1,187,000 for the second quarter 2002 from $870,000 in the same period during 2001. Total other income decreased $2,861,000 for a loss of $1,090,000 for the first six months of 2002 from $1,771,000 in the same period during 2001. The main reason for the year-to-date decrease is the loss on the sale of investment securities in the first quarter 2002 of $3,212,000. Sales of loans to the secondary market increased and the $217,000 gain on these sales and servicing rights in the second quarter 2002 was up from $153,000 in 2001. Increase in the cash surrender value of life insurance was up $32,000 for the second quarter 2002 compared to the prior period. The adjustments are necessary to reflect the cash surrender values for policies. Net gain (loss) on investments in unconsolidated affiliates increased $100,000 to $48,000 in the second quarter compared to the prior period. The main cause of the increase was $40,000 in pre-tax income earned from the Company's share of ITIC, LLC's net income. ITIC, LLC was acquired in the first quarter 2002. Total other expense increased $344,000, or 12.68%, in the second quarter 2002 to $3,056,000 from $2,712,000 for the same period in 2001. Total other expense increased $917,000, or 17.10%, for the first six months of 2002 to $6,279,000 from $5,362,000 for the same period in 2001. Salary and benefits expense is the main reason for the increases. Salary and benefits expense for the second quarter 2002 was up $145,000, or 9.02%, to $1,753,000 from $1,608,000 in the same period during 2001. Salary and benefits expense for the first six months of 2002 was up $685,000, or 21.56%, to $3,862,000 from $3,177,000 in the same period during 2001. Severance pay of $289,350 in the first quarter 2002, increased staffing, merit pay adjustments, and pension costs are the main reasons for the increases. Other factors that caused the increase in expense in the second quarter were annual meeting expenses, and higher audit and legal expenses in the second quarter than the prior periods. FINANCIAL CONDITION - ------------------- The Company's principal sources of funds are cash generated from operations, deposits, loan principal repayments and advances from the Federal Home Loan Bank ("FHLB"). As of June 30, 2002, the Company's cash and interest-bearing time deposits totaled $18,524,000, or 3.62%, of total assets. The Company's cash and interest-bearing time deposits increased 6,701,000 from December 31, 2001. The regulatory minimum net worth requirement of 8% for ABT under the most stringent of the three capital regulations (total risk-based capital to risk-weighted assets) at June 30, 2002, was $26,077,000. At June 30, 2002, Ameriana had total risk-based capital of $42,680,000 and a 13.09% ratio. The Company's tier 1 capital ratio was 7.50% at June 30, 2002, which exceeded the regulatory minimum required tier 1 capital ratio of 4.00%. At June 30, 2002, the Company's commitments for loans in process totaled $25,611,000, with the majority being for real estate secured loans. Management believes the Company's liquidity and other sources of funds will be sufficient to fund all outstanding commitments and other cash needs. 14 ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT INTEREST RATE RISK The Asset/Liability Committee and the Board of Directors reviews the Company's exposure to interest rate changes and market risk on a quarterly basis. This review is accomplished by the use of a cash flow simulation model using detailed securities, loan and deposit, and market information to estimate the potential impact of interest rate increases and decreases on the earning assets and liabilities. The model tests the impact on the net interest income under various interest rate scenarios by estimating the interest rate sensitivity position at each interest rate interval. The change in the net portfolio value ("NPV") is also calculated at each interest rate interval. This tests the interest rate risk exposure from movements in interest rates by using interest sensitivity analysis to determine the change in the NPV of discounted cash flows from assets and liabilities. NPV represents the market value of portfolio equity and is equal to the estimated market value of assets minus the estimated market value of liabilities. The model uses a number of assumptions, including the relative levels of market interest rates and prepayments in mortgage loans and certain types of callable investments. These computations do not contemplate any actions management may undertake to reposition the assets and liabilities in response to changes in the interest rate, and should not be relied upon as indicative of actual results. In addition, certain shortcomings are inherent in the model of computing NPV. Should interest rates remain or decrease below present levels, the portion of adjustable rate loans could decrease in future periods due to loan refinancing or payoff activity. In the event of an interest rate change, pre-payment levels would likely be different from those assumed in the model and the ability of borrowers to repay their adjustable rate loans may decrease during rising interest rate environments. The model used to prepare the interest rate risk assessment as of June 30, 2002 was a different model from the one used as of June 30, 2001. Both models provided very similar results and used similar methodologies. The contract for the model used as of June 30, 2001 expired on June 1, 2002. Management opted not to renew the contract in favor of using another model it already owned. Presented below is the assessment of the risk of NPV in the event of sudden and sustained 200 basis point increases and decreases in prevailing interest rates as of June 30, 2002 using the new model. - ----------------------------------------------------------------------------------------------------- NPV as Percent of Net Portfolio Value Present Value of Assets - ----------------------------------------------------------------------------------------------------- Change Dollar Dollar Percent in Rates Amount Change Change NPV Ratio Change - ----------------------------------------------------------------------------------------------------- (Dollars in thousands) - ----------------------------------------------------------------------------------------------------- +200 bp* $31,936 $ -11,331 -26.19% 6.49% -198 bp* Base or 0% 43,267 8.47 - -200 bp* 42,711 -556 -1.29% 8.23 -24 bp* - ----------------------------------------------------------------------------------------------------- <FN> * basis points </FN> 15 Presented below is the assessment of the risk of NPV in the event of sudden and sustained 200 basis point increases and decreases in prevailing interest rates as of June 30, 2001 using the previous model. - ----------------------------------------------------------------------------------------------------- NPV as Percent of Net Portfolio Value Present Value of Assets - ----------------------------------------------------------------------------------------------------- Change Dollar Dollar Percent in Rates Amount Change Change NPV Ratio Change - ----------------------------------------------------------------------------------------------------- (Dollars in thousands) - ----------------------------------------------------------------------------------------------------- +200 bp* $31,839 $ -10,518 -24.83% 6.59% -178 bp* Base or 0% 42,357 8.37 - -200 bp* 38,965 -3,392 -8.01% 7.55 -82 bp* - ----------------------------------------------------------------------------------------------------- <FN> * basis points </FN> 16 NEW ACCOUNTING PRONOUNCEMENTS - ----------------------------- In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 141 and 142. SFAS No. 141, "Business Combinations" requires the use of the purchase method of accounting for all business combinations initiated after June 30, 2001, thereby eliminating the use of the pooling of interests method. It also provides new criteria that determine whether an acquisition involving acquired intangible assets should be recognized separately from goodwill. This Statement does not presently affect the Company but would be followed in any future acquisitions. SFAS No. 142, "Goodwill and Other Intangible Assets" is effective for the Company in 2002, and requires that upon adoption, any goodwill recorded on an entity's balance sheet would no longer be amortized. This would include existing goodwill recorded at the date of adoption and any future goodwill. Goodwill will not be amortized but will be reviewed for impairment at least once a year and adjusted by reduction of the carrying value of goodwill if the asset is impaired. OTHER - ----- The Securities and Exchange Commission ("SEC") maintains reports, proxy information, statements and other information regarding registrants that file electronically with the SEC, including the Company. The address is (http://www.sec.gov). 17 PART II - OTHER INFORMATION ITEM 1 - Legal Proceedings ----------------- Not Applicable ITEM 2 - Changes in Securities --------------------- Not Applicable ITEM 3 - Defaults in Senior Securities ----------------------------- Not Applicable ITEM 4 - Submission of Matters to a Vote of Security Holders --------------------------------------------------- On May 23, 2002, the Company held its 2002 annual meeting of shareholders. A total of 2,659,543 shares, representing 84.5% of the total outstanding shares, were present in person or by proxy at the meeting, constituting a quorum. Three Directors were nominated by the Company's Board of Directors to serve new three-year terms. The nominees and the voting results for each are listed below: For Withheld --------- -------- Harry J. Bailey 2,613,416 98.30% 46,127 1.7% Charles M. Drackett, Jr. 2,637,570 99.20% 21,973 0.8% Ronald R. Pritzke 2,637,570 99.20% 21,973 0.8% The following Directors, whose three-year terms of service have not expired, continue as Directors of the Company: Paul W. Prior, Donald C. Danielson, R. Scott Hayes, and Michael E. Kent. The Shareholders ratified the appointment of BKD, LLP as auditors for the Company for the fiscal year ended December 31, 2002. A total of 2,646,557 votes (99.5%) in favor, 9,840 votes (0.4%) against, and 3,146 (0.1%) abstained from voting on the proposal. ITEM 5 - Other Information ----------------- Regulatory Actions ------------------ During the second quarter of 2002, Ameriana Bank and Trust, SB (the "Bank") entered into a memorandum of understanding (the "MOU") with the Federal Deposit Insurance Corporation (the "FDIC") and the Indiana Department of Financial Institutions (the "DFI"). Among other things, the MOU contemplates that the Bank will adopt written action plans with respect to each classified asset in excess of $100,000, revise its lending policies in accordance with examiner recommendations, require greater financial 18 information from borrowers, establish a loan review program, document Board review of the adequacy of loan losses, formulate a plan for improving the Bank's profitability, review staffing needs with particular emphasis on loan administration, strengthen certain internal controls and audit coverage and address other regulatory compliance issues raised in the most recent examination report by the FDIC and DFI. While the MOU is in effect, the Bank must maintain Tier 1 Capital at or above 7% of assets. In the event Tier 1 Capital falls below 7% as of June 30 or December 31 of any calendar year, the Bank must present a plan for augmenting capital to the FDIC and DFI within 30 days thereafter. The bank must submit progress reports to the FDIC and DFI within 30 days after the end of each calendar quarter. The Federal Reserve has advised that it intends to request that the Company's Board of Directors adopt resolutions providing that the Company will not cause the Bank to pay dividends if its Tier 1 Capital would be less than 7% thereafter, that the company will not incur additional debt without prior Federal Reserve approval, and that the Company will not purchase any treasury stock. The resolutions would remain in effect until the MOU is lifted. The Company believes that the Company and the Bank have taken all actions specified in The MOU and Board resolutions within the timeframes and are in compliance therewith. The Company does not believe the MOU or Board resolutions will materially affect the operations of the Company or Bank. A failure to comply with either the MOU or resolutions could lead to the initiation of formal enforcement action by the FDIC, DFI and the Federal Reserve. ITEM 6 - Exhibits and Reports on Form 8-K -------------------------------- a. Exhibits. The following exhibits are filed with this report: No. Description -- ----------- 99.1 Certification Under Section 906 of Sarbanes-Oxley Act of 2002 99.2 Certification Under Section 906 of Sarbanes-Oxley Act of 2002 b. Current Reports on Form 8-K --------------------------- On April 22,2002, the Company filed a Current Report on Form 8-K reporting under Item 5 that Bradley L. Smith had been named the Company's Senior Vice President - Treasurer replacing Richard Welling who had resigned to pursue other interests. No financial statements were filed with this report. 19 SIGNATURES AMERIANA BANCORP AND SUBSIDIARIES Pursuant to the requirements of Section 13 or 15 (d) 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. AMERIANA BANCORP DATE: August 14, 2002 /s/ Harry J. Bailey --------------- --------------------------------- Harry J. Bailey President and Chief Executive Officer (Duly Authorized Representative) DATE: August 14, 2002 /s/ Bradley L. Smith --------------- --------------------------------- Bradley L. Smith Senior Vice President-Treasurer (Principal Financial Officer and Accounting Officer) 20