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, 2003 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 -- -- Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] As of July 31, 2003, there were issued and outstanding 3,148,288 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, 2003 and December 31, 2002 . .. . . . 3 Consolidated Condensed Statements of Operations for the Three and Six Months Ended June 30, 2003 and 2002. . . . . . . . . . . . . . . .4 Consolidated Condensed Statement of Shareholders' Equity for the six months ended June 30, 2003. . . .5 Consolidated Condensed Statements of Cash Flows for the Six Months Ended June 30, 2003 and 2002 . . .6 Notes to Consolidated Condensed Financial Statements. . . . . . . . . . . . . . . . . . . . . .7 ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations. . . . . . . . . . . . . . . . . . . . . .10 ITEM 3 - Quantitative and Qualitative Disclosure About Market Risk . . . . . . . . . . . . . . . . .17 ITEM 4 - Controls and Procedures . . . . . . . . . . . . . . .18 PART II - OTHER INFORMATION . . . . . . . . . . . . . . . . . . .19 SIGNATURES AND CERTFICATIONS. . . . . . . . . . . . . . . . . . . .20 2 PART I - FINANCIAL INFORMATION AMERIANA BANCORP AND SUBSIDIARY CONSOLIDATED CONDENSED BALANCE SHEETS (In thousands, except share data) June 30, December 31, 2003 2002 (Unaudited) --------- --------- Assets Cash on hand and in other institutions $ 10,431 $ 7,481 Interest-bearing demand deposits 18,479 38,215 --------- --------- Cash and cash equivalents 28,910 45,696 Investment securities available for sale 110,828 58,155 Mortgage loans available for sale 2,273 3,825 Loans receivable 261,401 313,252 Allowance for loan losses (9,857) (8,666) --------- --------- Net loans receivable 251,544 304,586 Assets held for Cincinnati sale 33,137 -- Real estate owned 432 489 Premises and equipment 7,331 7,901 Stock in Federal Home Loan Bank 6,854 6,759 Mortgage servicing rights 1,266 1,197 Investments in unconsolidated affiliates 1,559 1,583 Goodwill 1,291 1,291 Cash surrender value of life insurance 19,350 18,932 Deferred Taxes 3,026 2,611 Other assets 3,870 3,782 --------- --------- Total assets $ 471,671 $ 456,807 ========= ========= Liabilities and Shareholders' Equity Liabilities: Deposits: Noninterest-bearing $ 20,161 $ 19,124 Interest-bearing 337,043 383,063 --------- --------- Total deposits 357,204 402,187 Liabilities to be relieved from Cincinnati sale 59,983 -- Advances from Federal Home Loan Bank 5,087 5,592 Notes payable 750 840 Drafts payable 6,187 5,099 Advances by borrowers for taxes and insurance 400 380 Other liabilities 2,930 3,669 --------- --------- Total liabilities 432,541 417,767 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: 3,148,288 and 3,147,463, respectively) 3,148 3,147 Additional paid-in capital 506 499 Retained earnings 34,700 34,856 Accumulated other comprehensive income 776 538 --------- --------- Total shareholders' equity 39,130 39,040 --------- --------- Total liabilities and shareholders' equity $ 471,671 $ 456,807 ========= ========= 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, ------------------------------------------- 2003 2002 2003 2002 -------- -------- -------- -------- Interest Income: Interest and fees on loans $ 5,348 $ 6,250 $ 10,818 $ 12,505 Interest on investment securities 901 828 1,357 2,975 Other interest and dividend income 163 398 425 588 -------- -------- -------- -------- Total interest income 6,412 7,476 12,600 16,068 Interest Expense: Interest on deposits 2,721 3,805 5,679 7,911 Interest on FHLB advances and other borrowings 96 970 199 2,108 -------- -------- -------- -------- Total interest expense 2,817 4,775 5,878 10,019 -------- -------- -------- -------- Net interest income 3,595 2,701 6,722 6,049 Provision for Loan Losses 1,400 150 1,550 1,400 -------- -------- -------- -------- Net interest income after provision for loan losses 2,195 2,551 5,172 4,649 Other Income: Net loan servicing fees (expense) (63) 38 (93) 85 Other fees and service charges 289 218 572 413 Brokerage and insurance commissions 232 265 482 533 Net gain (loss) on investments in unconsolidated affiliates 49 49 (1) (2) Gains on sales of loans and servicing rights 470 217 953 451 Gain (loss) on sale of investments 1 -- 41 (3,212) Increase in cash surrender value of life insurance 204 234 418 414 Other 16 166 21 228 -------- -------- -------- -------- Total other income 1,198 1,187 2,393 (1,090) Other Expense: Salaries and employee benefits 1,963 1,753 3,968 3,862 Net occupancy and equipment expense 419 410 815 797 Federal insurance premium 46 18 95 36 Data processing expense 84 96 153 216 Printing and office supplies 61 66 113 141 Amortization of intangible assets 8 8 17 17 Other 854 705 1,493 1,210 -------- -------- -------- -------- Total other expense 3,435 3,056 6,654 6,279 -------- -------- -------- -------- Income (loss) before income taxes (42) 682 911 (2,720) Income taxes (138) 82 60 (1,270) -------- -------- -------- -------- Net Income (Loss) $ 96 $ 600 $ 851 $ (1,450) ======== ======== ======== ======== Basic Earnings (Loss) Per Share $ 0.03 $ 0.19 $ 0.27 $ (0.46) ======== ======== ======== ======== Diluted Earnings (Loss) Per Share $ 0.03 $ 0.19 $ 0.27 $ (0.46) ======== ======== ======== ======== Dividends Declared Per Share $ 0.16 $ 0.16 $ 0.32 $ 0.32 ======== ======== ======== ======== See accompanying notes to consolidated condensed financial statements. 4 AMERIANA BANCORP AND SUBSIDIARY CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY (In thousands) (Unaudited) 2003 -------- Balances, January 1 $ 39,040 Net income 851 Other comprehensive income 238 -------- Comprehensive income 1,089 Purchase of common stock -- Exercise of stock options 8 Dividends declared (1,007) -------- Balances, June 30 $ 39,130 ======== See accompanying notes to consolidated condensed financial statements. 5 AMERIANA BANCORP AND SUBSIDIARY CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Six Months Ended June 30, 2003 2002 --------- --------- OPERATING ACTIVITIES Net income (loss) $ 851 $ (1,450) Items not requiring (providing) cash Provision for losses on loans 1,550 1,400 Depreciation and amortization 744 338 Increase in cash surrender value (418) (414) Mortgage loans originated for sale (109,258) (39,469) Proceeds from sale of mortgage loans 111,370 44,389 Gains on sale of loans and servicing rights (953) (451) Loss (Gain) on sale of investments (41) 3,212 Increase (decrease) in drafts payable 1,088 (2,743) Other adjustments (1,034) 4,185 --------- --------- Net cash provided by operating activities 3,899 8,997 INVESTING ACTIVITIES Purchase of investment securities available for sale (99,956) (130,901) Proceeds from sale of investment securities available for sale 20,664 133,429 Proceeds from maturities/calls of securities available for sale 19,000 6,350 Principal collected on mortgage-backed securities available for sale 7,552 18,497 Net change in loans 18,686 9,238 Net purchases of premises and equipment (315) (823) Other investing activities 278 82 --------- --------- Net cash provided by (used in) investing activities (34,091) 35,872 FINANCING ACTIVITIES Net change in demand and passbook deposits 33,782 12,511 Net change in certificates of deposit (18,782) (16,693) Proceeds from borrowings -- 20,812 Repayment of borrowings (595) (53,792) Purchase of common stock -- (137) Exercise of stock options 8 137 Cash dividends paid (1,007) (1,006) --------- --------- Net cash provided by (used in) financing activities 13,406 (38,168) --------- --------- CHANGE IN CASH AND CASH EQUIVALENTS (16,786) 6,701 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 45,696 11,823 --------- --------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 28,910 $ 18,524 ========= ========= Supplemental information: Interest paid $ 5,959 $ 10,183 Income taxes paid 950 290 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 is a bank holding company. Through its wholly owned subsidiary, Ameriana Bank and Trust, the Company offers an extensive line of banking services and provides a range of investments and securities products through branches in central Indiana and in the greater Cincinnati, Ohio area. As its name implies, Ameriana Bank and Trust also offers trust and investment management services, has interests in Family Financial Life Insurance Company and Indiana Title Insurance Company, and owns Ameriana Insurance Agency, a full-service insurance agency. 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, 2002. The consolidated condensed balance sheet of the Company as of December 31, 2002 has been derived from the audited consolidated balance sheet of the Company as of that date. 7 NOTE B - - SHAREHOLDERS' EQUITY On May 22, 2003, the Board of Directors declared a quarterly cash dividend of $.16 per share. This dividend, totaling $504,000, was accrued for payment to shareholders of record on June 13, 2003, and was paid on July 3, 2003. Payment was made for 3,148,288 shares, the same as the previous quarter. Stock options totaling 825 shares were exercised during the first quarter of 2003. NOTE C - - EARNINGS PER SHARE Earnings per share were computed as follows: (In thousands, except share data) Three Months Ended June 30, - --------------------------------------------------------------------------------------------------------------- 2003 2002 - --------------------------------------------------------------------------------------------------------------- Weighted Weighted Income Average Per Share Average Per Share (Loss) Shares Amount Income Shares Amount - --------------------------------------------------------------------------------------------------------------- Basic Earnings (Loss) per Share: Income available to Common shareholders $96 3,148,288 $0.03 $600 3,147,463 $0.19 ======= ======= Effect of dilutive stock options -- 1,279 -- 7,930 ------------------ ------------------- Diluted Earnings (Loss) Per Share: Income available to common shareholders and assumed conversions $96 3,149,567 $0.03 $600 3,155,393 $0.19 =============================================================================================================== (In thousands, except share data) Six Months Ended June 30, - --------------------------------------------------------------------------------------------------------------- 2003 2002 - --------------------------------------------------------------------------------------------------------------- Weighted Weighted Income Average Per Share Income Average Per Share (Loss) Shares Amount (Loss) Shares Amount - --------------------------------------------------------------------------------------------------------------- Basic Earnings (Loss) per Share: Income available to Common shareholders $851 3,148,037 $0.27 ($1,450) 3,146,616 ($0.46) ======= ======= Effect of dilutive stock options -- 270 -- 6,585 ------------------ ------------------- Diluted Earnings (Loss) Per Share: Income available to common shareholders and assumed conversions $851 3,148,307 $0.27 ($1,450) 3,153,201 ($0.46) =============================================================================================================== At June 30, 2003, options to purchase 133,825 shares were excluded from the computation of diluted earnings per share because the options' exercise price was greater than or equal to the average market price of common shares. 8 NOTE D - - Effect of Recent Accounting Pronouncements The Financial Accounting Standards Board ("FASB") adopted Statement of Financial Accounting Standards ("SFAS") No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure. This Statement amends FASB Statement No. 123, Accounting for Stock-Based Compensation. SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require more prominent and more frequent disclosures in financial statements about the effects of stock-based compensation. Under the provisions of SFAS No. 123, companies that adopted the fair value based method were required to apply that method prospectively for new stock option awards. This contributed to a "ramp-up" effect on stock-based compensation expense in the first few years following adoption, which caused concern for companies and investors because of the lack of consistency in reported results. To address that concern, SFAS No. 148 provides two additional methods of transition that reflect an entity's full complement of stock-based compensation expense immediately upon adoption, thereby eliminating the ramp-up effect. SFAS No. 148 also improves the clarity and prominence of disclosures about the proforma effects of using the fair value based method of accounting for stock-based compensation for all companies - regardless of the accounting method used - by requiring that the data be presented more prominently and in a more user-friendly format in the footnotes to the financial statements. In addition, SFAS No. 148 improves the timeliness of those disclosures by requiring that this information be included in interim as well as annual financial statements. In the past, companies were required to make proforma disclosures only in annual financial statements. The transition guidance and annual disclosure provisions of SFAS No. 148 are effective for fiscal years ending after December 15, 2002, with earlier application permitted in certain circumstances. The interim disclosure provisions are effective for financial reports containing financial statements for interim periods beginning after December 15, 2002. The FASB has stated it intends to issue an exposure draft of a new statement on accounting for stock-based compensation and will require companies to expense stock options using a fair value based method at date of grant. The implementation for this proposed statement is not known. In November 2002, the FASB issued Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others ("FIN 45"). FIN 45 will change current practice in the accounting for and disclosure of guarantees. Guarantees meeting the characteristics described in FIN 45 are required to be initially recorded at fair value, which is different from the general current practice of recording a liability only when a loss is probable and reasonably estimable, as those terms are defined in FASB Statement No. 5, Accounting for Contingencies. FIN 45 also requires a guarantor to make new disclosures for virtually all guarantees even if the likelihood of the guarantor's having to make payments under the guarantee is remote. In general, FIN 45 applies to contracts or indemnification agreements that contingently require the guarantor to make payments to the guaranteed party based on changes in an underlying asset, liability, or an equity security of the guaranteed party such as financial standby letters of credit. Disclosure requirements of FIN 45 are effective for financial statements of interim or annual periods ending after December 31, 2002. The initial recognition and measurement provisions are applicable on a prospective basis to guarantees issued or modified after December 31, 2002, irrespective of the guarantor's fiscal year-end. The guarantor's previous accounting for guarantees issued prior to the date of FIN 45 initial applications should not be revised or restated to reflect the provisions of FIN 45. The Company adopted FIN 45 on January 1, 2003. The adoption of FIN 45 does not currently have a material impact on the Company's consolidated financial statements. 9 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. Agreement to Sell Cincinnati Branches - ------------------------------------- On April 7, 2003, the Company announced that it has agreed to sell its two Cincinnati-area branches to Peoples Community Bancorp, Inc. (NASDAQ/NM: PCBI) of West Chester, Ohio for an expected after-tax gain of $2,700,000 or $0.86 per diluted share. The two branches are located in Deer Park and Landen, Ohio. In the sale Ameriana will convey all consumer and commercial loans but will retain in the Company's portfolio and continue to service single-family residential loans of approximately $24,000,000. Ameriana will also convey deposits as part of the transaction. These sale components are identified in the June 30, 2003 balance sheet. The balance sheet account "Assets held for Cincinnati sale" consists of approximately $32,587,000 in loans and $550,000 in fixed assets. The balance sheet account "Liabilities to be relieved from Cincinnati sale" consists entirely of deposits. The Company expects to complete the transaction during the third quarter of 2003, subject to regulatory review and approval. 10 Critical Accounting Policies - ---------------------------- The notes to the consolidated financial statements included in the Company's 2002 annual report contain a summary of the Company's significant accounting policies. 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 its critical accounting policies include determining the allowance for loan losses ("ALL"), and the valuation of mortgage servicing rights, ("MSR's"), and the way the Company accounts for goodwill and other intangibles. Allowance for Loan Losses - ------------------------- The allowance for loan losses provides coverage for probable losses inherent in the Company's loan portfolio. Management evaluates the adequacy of the allowance for credit losses each quarter based on changes, if any, in underwriting activities, the loan portfolio composition (including product mix and geographic, industry or customer-specific concentrations), trends in loan performance, regulatory guidance and economic factors. This evaluation is inherently subjective, as it requires the use of significant management estimates. Many factors can affect management's estimates of specific and expected losses, including volatility of default probabilities, rating migrations, loss severity and economic and political conditions. The allowance is increased through provisions charged to operating earnings and reduced by net charge-offs. The Company determines the amount of the allowance based on relative risk characteristics of the loan portfolio. The allowance recorded for commercial loans is based on reviews of individual credit relationships and an analysis of the migration of commercial loans and actual loss experience. The allowance recorded for homogeneous consumer loans is based on an analysis of loan mix, risk characteristics of the portfolio, fraud loss and bankruptcy experiences, and historical losses, adjusted for current trends, for each homogeneous category or group of loans. The allowance for credit losses relating to impaired loans is based on the loan's observable market price, the collateral for certain collateral-dependent loans, or the discounted cash flows using the loan's effective interest rate. Regardless of the extent of the Company's analysis of customer performance, portfolio trends or risk management processes, certain inherent but undetected losses are probable within the loan portfolio. This is due to several factors including inherent delays in obtaining information regarding a customer's financial condition or changes in their unique business conditions, the judgmental nature of individual loan evaluations, collateral assessments and the interpretation of economic trends. Volatility of economic or customer-specific conditions affecting the identification and estimation of losses for larger non-homogeneous credits and the sensitivity of assumptions utilized to establish allowances for homogenous groups of loans are among other factors. The Company estimates a range of inherent losses related to the existence of these exposures. The estimates are based upon the Company's evaluation of imprecision risk associated with the commercial and consumer allowance levels and the estimated impact of the current economic environment. Valuation of Mortgage Servicing Rights - -------------------------------------- MSR's associated with loans originated and sold, where servicing is retained, are capitalized and included in other intangible assets in the consolidated balance sheet. The value of the capitalized servicing rights represents the present value of the future servicing fees arising from the right to service loans in the portfolio. Critical accounting policies for MSRs relate to the initial valuation and subsequent impairment tests. The methodology used to determine the valuation of MSRs requires the development and use of a number of estimates, including anticipated principal amortization and prepayments of that principal balance. Events that may significantly affect the estimates used are changes in interest rates, mortgage loan prepayment speeds and the payment performance of the underlying loans. The carrying value of the MSRs is periodically reviewed for impairment based on a determination of fair value. Impairment, if any, is recognized through a valuation allowance and is recorded as amortization of intangible assets. 11 Goodwill and Other Intangibles - ------------------------------ The Company records all assets and liabilities acquired in purchase acquisitions, including goodwill and other intangibles, at fair value as required by SFAS 141. Goodwill is subject, at a minimum, to annual tests for impairment. Other intangible assets are amortized over their estimated useful lives using straight-line and accelerated methods, and are subject to impairment if events or circumstances indicate a possible inability to realize the carrying amount. The initial goodwill and other intangibles recorded and subsequent impairment analysis requires management to make subjective judgments concerning estimates of how the acquired asset will perform in the future. Events and factors that may significantly affect the estimates include, among others, customer attrition, changes in revenue growth trends, specific industry conditions and changes in competition. FINANCIAL CONDITION - ------------------- Total assets increased $14,864,000 to $471,671,000 or 3.25% at June 30, 2003 from $456,807,000 at December 31, 2002. The main reason for the increase was due to deposits, net of reclassification of deposits to be conveyed in the sale of the Cincinnati branches. Cash and cash equivalents decreased $16,786,000 or 36.73% during the first six months of 2003 to $28,910,000. The main reason for the decrease was due to the purchase of investment securities. Investment securities available for sale increased $52,673,000 or 90.57% during the first six months of 2003 to $110,828,000. The funding for the increase came from loan payoffs, deposits, and cash and cash equivalents. Total outstanding loans decreased $53,042,000 or 17.41% during the first six months of 2003 to $251,544,000. The decline was mainly due to mortgage loan refinancing, the subsequent sale of those loans, and the reclassification of loans held for the Cincinnati sale, which consists of approximately $32,587,000 of commercial and consumer loans. Deposits decreased $44,983,000 or 11.18% during the first six months of 2003 to $357,204,000. The decline was mainly due to deposits to be conveyed to the acquirer of the Cincinnati branches of approximately $59,983,000. Excluding the Cincinnati sale, deposits increased $15,000,000 mainly due to the new interest-bearing checking account introduced at the beginning of 2003. 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"). The Bank's capital ratios are well in excess of minimum regulatory requirements. At June 30, 2003, the Bank had a risk-based capital ratio of 12.71% and a tier 1 capital ratio of 7.79% at June 30, 2003. At June 30, 2003 and December 31, 2002, the Company had outstanding commitments to originate loans of approximately $23,402,000 and $15,439,000, which were primarily for adjustable-rate mortgages with rates that are determined just prior to closing or fixed-rate mortgage loans with rates locked in at the time of loan commitment. The Company had $22,742,000 and $23,580,000 of conditional commitments for lines of credit receivables at June 30, 2003 and December 31, 2002. Unused draws against construction and commercial loan commitments totaled $9,281,000 and $8,863,000 at June 30, 2003 and December 31, 2002 12 RESULTS OF OPERATIONS - --------------------- Net income for the second quarter of 2003 was $96,000, or $0.03 per diluted share compared to a profit of $600,000 or $0.19 per diluted share reported in the second quarter of 2002. The low earnings in the second quarter of 2003 were mainly due to an increase in the reserve for loan and lease losses primarily as a result of additional provision expense taken for a lease pool. Higher compensation and benefits cost and legal expenses also contributed to the lower earnings. For the first six months of 2003, the Company incurred a profit of $851,000 or $0.27 per diluted share compared with a net loss of $1,450,000 or $0.46 per diluted share in the year-earlier period. The loss in 2002 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 and lease losses. Net interest income for the first six months of 2003 was $6,722,000 versus $6,049,000 in the comparable period last year, while the provision for loan and lease losses amounted to $1,550,000 for the first six months of 2003 compared with $1,400,000 in the year-earlier period. The Bank's interest rate position at year-end 2001 exceeded the Bank's risk parameters, primarily due to collateralized mortgage obligations that were particularly volatile. The Company disposed of most of its investments during 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. The funds from the investments liquidation were subsequently reinvested in the first and second quarter of 2002 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. The Company adjusted the balance sheet through the sale of an additional $44,601,000 of investments in the third quarter of 2002 with the proceeds from this latest investment sale were used to prepay higher-rate Federal Home Loan Bank advances. As discussed below, these transactions improved the Company's net interest margin through the reduction of higher rate debt using proceeds from the sale of lower earning investments. 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 2003 and 2002: Three Months Ended June 30, Six Months Ended June 30, 2003 2002 2003 2002 -------------------------------------- ------------------------------------ (Dollars in Thousands) Average interest-earning assets $433,290 $490,277 $431,777 $497,958 Average interest-bearing liabilities $400,083 $457,273 $397,004 $464,784 -------------------------------------- ------------------------------------ Net interest-earning assets $ 33,207 $ 33,004 $ 34,773 $ 33,174 ====================================== ==================================== Average yield on/cost of: Interest-earning assets 5.94% 6.12% 5.88% 6.51% Interest-bearing liabilities 2.82% 4.19% 2.99% 4.35% -------------------------------------- ------------------------------------ Net interest spread 3.12% 1.93% 2.89% 2.16% ====================================== ==================================== Net interest income for the second quarter of 2003 was $3,595,000 for an increase of $894,000 or 33.10% compared to $2,701,000 recorded during the same period in 2002. The net interest spread (difference between yield on interest-earning assets and cost on interest-bearing liabilities) increased 119 basis points during the first quarter of 2003 compared to the first quarter of 2002. The change is due to a decrease in yield of 18 basis points on average interest-earning assets offset by a 137 basis point reduction in the cost of interest-bearing average liabilities. The change in interest rate spreads resulted in a decrease of lower interest income offset by lower interest expense. The $1,064,000 decrease in interest income on average interest-earning assets in the second quarter of 2003 is a combination of a decrease of $869,000 because of the decrease in average balances and $195,000 due to lower rates. The decrease of $1,958,000 in cost of interest-bearing liabilities in the second quarter of 2003 is a combination of a decrease 13 of $597,000 from lower average balances and $1,361,000 from lower rates. The net interest margin ratio, which is net interest income divided by average earning assets, increased to 3.33% for the second quarter of 2003 compared to 2.21% for the same period in 2002. Net interest income for the first six months of 2003 was $6,722,000 for an increase of $673,000 or 11.13% compared to $6,049,000 recorded during the same period in 2002. The net interest spread (difference between yield on interest-earning assets and cost on interest-bearing liabilities) increased 73 basis points during the first six months of 2003 compared to the same period in 2002. The change is due to a decrease in yield of 63 basis points on average interest-earning assets offset by a 136 basis point reduction in the cost of interest-bearing average liabilities. The change in interest rate spreads resulted in a decrease in interest income offset by lower interest expense. The $3,468,000 decrease in interest income on average interest-earning assets for the first six months of 2003 is a combination of a decrease of $2,136,000 because of the decrease in average balances and $1,332,000 due to lower rates. The decrease of $4,141,000 in cost of interest-bearing liabilities for the first six months of 2003 is a combination of a decrease of $1,461,000 from lower average balances and $2,680,000 from lower rates. The net interest margin ratio, which is net interest income divided by average earning assets, increased to 3.14% for the first six months of 2003 compared to 2.45% for the same period in 2002. The following table sets forth the impact of rate and volume changes on net interest income for the three and six months ended June 30, 2003 compared to the same periods in 2002. (Dollars in Thousands) Three Months Ended June 30, Six Months Ended June 30, 2003 vs 2002 2003 vs 2002 Increase (Decrease) Increase (Decrease) Due to Change in Due to Change in Volume Rate Net Change Volume Rate Net Change Interest-earning assets $ (869) $ (195) $ (1,064) $ (2,136) $ (1,332) $ (3,468) Interest-bearing liabilities (597) (1,361) (1,958) (1,461) (2,680) (4,141) ------------ ------------- --------------- ------------ ------------- -------------- Change in net interest income $ (272) $ 1,166 $ 894 $ (675) $ 1,348 $ 673 ============ ============= =============== ============ ============= ============== The following table summarizes the Company's non-performing assets at June 30, 2003 and December 31, 2002: In Thousands June 30, December 31, 2003 2002 Loans: Non-accrual $17,911 $18,307 Restructured Loans 627 485 Over 90 days delinquent and still accruing 677 135 Real estate owned 432 489 ------- ------- Total $19,647 $19,416 ======= ======= The Company's non-performing assets increased $231,000 in the first six months of 2003. Non-performing assets grew substantially in 2002. The main causes for the increase are related loans to a builder/developer and two lease pools. 14 The Bank has a number of real estate development/lot loans and single family residential loans on existing properties with a builder/developer group, and its related parties, that are currently in default and bankruptcy. The Bank is working closely with the workout specialist hired by the bankruptcy trustee on liquidation of the properties involved in the bankruptcy and we are negotiating with the borrower and their counsel for resolution of the remaining properties. The total outstanding balance of the various loans totaled $3.6 million as of June 30, 2003 and December 31, 2002. The Bank is involved in a variety of litigation relating to its interests in two pools of equipment leases originated by the Commercial Money Center, Inc. ("CMC"), a California based equipment-leasing company that is now in bankruptcy. In June and September 2001, the Bank purchased two separate pools of lease receivables totaling $12,003,000, consisting primarily of equipment leases. Each lease within each pool is supported by a surety bond issued by one of two insurance companies rated at least "A" by Moody's. The bonds guarantee payment of all amounts due under the leases in the event of default by the lessee. Each pool was sold by the terms of a Sales and Servicing Agreement which provides that the insurers will service the leases. In each case the insurers have assigned their servicing rights and responsibilities to Commercial Service Center, a company, which has now filed bankruptcy. When the lease pools went into default, notice was given to each insurer. One of them made payments for a few months under a reservation of rights; the other paid nothing. Both insurers claim they were defrauded by Commercial Money Center (CMC), the company which sold the lease pools. Both are now denying responsibility for payment. CMC has also filed for bankruptcy protection. Many other financial institutions have purchased lease pools from CMC. All of the lease pools are in default and in litigation. The Panel on Multidistrict Litigation has taken control of the many actions and assigned them to the U.S. District Court for the Northern District of Ohio, Eastern Division. All parties are conducting discovery. No trial date has been set. The Bank has also been named as a defendant in a suit filed by a group of lessees in California state court against CMC, CSC, the banks that invested in the CMC pools and the insurers that issued the surety bonds on the CMC pools. The California suit alleges that the leases are usurious and un-collectable under California law. None of the plaintiffs in the California suit is a lessee in either of the lease pools purchased by the Bank. The Company believes the surety bonds are enforceable against the insurers. The current unpaid balance for the pools is $10,900,000. It is highly unlikely that the litigation will be resolved in 2003. The total provision for loan losses was $1,550,000 and $1,400,000 during the first six months of 2003 and 2002 respectively, and $1,400,000 and $150,000 during the second quarter of 2003 and 2002 respectively. The provision expense in the first six months of 2002 was primarily related to the two lease pools and a commercial property in Bloomington, Indiana. The increase in the provision expense in the second quarter of 2003 compared to the second quarter of 2002 primarily relates to one of the two CMC lease pools. The Bank set aside additional reserves of approximately $1.25 million in the second quarter of 2003. The Company believes this action, which relates largely to continuing uncertainty surrounding its investment in two pools of leases during 2001, is required as a result of the recent ratings downgrade of one of the two sureties involved in the transaction, the Kemper Insurance Companies, which is now rated "D" by A.M. Best. Moreover, the Company believes that this new, lower rating is perceived as an important factor by banking industry regulators in assessing the adequacy of reserves of institutions that invested in those lease pools. During 2002, the Company established reserves against the two lease pools equal to approximately 50% of the outstanding amount. By setting aside an additional $900,000 in specific reserves for the Kemper-insured lease pool, the Company has reserved approximately 65% of the Kemper-insured lease pool and approximately 58% of the combined outstanding amount of both lease pools. The Company believes that these reserve levels are consistent with the conservative posture that banking industry regulators will likely assume in this matter. 15 The Company regularly monitors the developments related to the two lease pools and other non-performing loans and has discussions with its federal and state bank regulators so that it can determine whether its loss reserves are adequate. Based upon further developments, as well as further discussions with its federal and state bank regulators, it is possible that the Company may in the future determine to increase its loss reserves against the lease pools and other non-performing loans. Net charge-offs (charge-offs less recoveries) were $358,000 and $69,000 for the first six months of 2003 and 2002 respectively. Net charge-offs were $185,000 and $21,000 for the second quarter of 2003 and 2002 respectively. Management believes the allowance for loan losses is adequate and that sufficient provision has been made to absorb losses that may ultimately be incurred on non-performing loans and the remainder of the portfolio based on information at June 30, 2003. The allowance for loan losses as a percentage of loans was 3.77% and 2.77% at June 30, 2003 and December 31, 2002, respectively. Total other income increased $11,000 to $1,198,000 for the second quarter 2003 from $1,187,000 in the same period during 2002. Sales of loans to the secondary market increased and the $470,000 gain on these sales and servicing rights in the second quarter 2003 was up from $217,000 for the same period in 2002. Total other income increased $3,483,000 to $2,393,000 for the first six months of 2003 from a loss of $1,090,000 in the same period during 2002. Management sold investments for a net loss of $3,212,000 in the first quarter of 2002, which was the cause for the loss in other income in 2002. The gain on these sales and servicing rights for the first six months of 2003 was $953,000 compared to $451,000 for the previous period in 2002. Total other expense in the second quarter 2003 was $3,435,000 compared to $3,056,000 for the same period in 2002. Salary and benefits expense for the second quarter of 2003 was $1,963,000 compared to $1,753,000 in the same period during 2002. Total other expense for the first six months of 2003 was $6,654,000 compared to $6,279,000 for the same period in 2002. Salary and benefits expense for the first six months of 2003 was $3,968,000 compared to $3,862,000 in the same period during 2002. Severance pay of $289,000 was incurred in the first quarter 2002. Merit pay adjustments, pension costs, and higher health care costs during the first six months of 2003, as well as increased staffing in the last half of 2002, resulted in higher salary and benefit expense from the same period in 2002. The Company recorded an income tax benefit of $138,000 in the second quarter of 2003 compared to a tax expense of $82,000 for the same period in 2002. Income tax expense was $60,000 in the first six months of 2003 compared to a tax benefit of $1,270,000 for the same period in 2002. The differences are due to changes in pre-tax income. The effective tax rates and the statutory tax rates differ primarily to tax credits, cash value of life insurance, and a reduction in state tax expense. 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). 16 ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET 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. Presented below is the assessment of the risk of NPV in the event of sudden and sustained 200 and 100 basis point increases and decreases respectively, in prevailing interest rates as of June 30, 2003. NPV as Percent of Net Portfolio Value Present Value of Assets - ------------------------------------------------------------------------------------------------------------------------------------ Change in Rates Dollar Amount Dollar Change Percent Change NPV Ratio Change - ------------------------------------------------------------------------------------------------------------------------------------ (Dollars in thousands) - ------------------------------------------------------------------------------------------------------------------------------------ +200 bp* $ 30,812 $ (6,995) (18.50%) 6.69% (125) bp* Base or 0% 37,807 7.94 - -100 bp* 41,254 3,447 9.12% 8.51 57 bp* - ------------------------------------------------------------------------------------------------------------------------------------ * basis points Presented below is the assessment of the risk of NPV in the event of sudden and sustained 200 and 100 basis point increases and decreases respectively in prevailing interest rates as of December 31, 2002. NPV as Percent of Net Portfolio Value Present Value of Assets - ------------------------------------------------------------------------------------------------------------------------------------ Change in Rates Dollar Amount Dollar Change Percent Change NPV Ratio Change - ------------------------------------------------------------------------------------------------------------------------------------ (Dollars in thousands) - ------------------------------------------------------------------------------------------------------------------------------------ +200 bp* $ 39,952 $ (2,859) (6.68) 9.65% (43) bp* Base or 0% 42,811 -- -- 10.08 -- - -100 bp* 41,054 (1,757) (4.10) 9.61 (47) bp* - ------------------------------------------------------------------------------------------------------------------------------------ * basis points 17 ITEM 4 - CONTROLS AND PROCEDURES As of the end of the period covered by this report, management of the Company carried out an evaluation, under the supervision and with the participation of the Company's principal executive officer and principal financial officer, of the effectiveness of the Company's disclosure controls and procedures. Based on this evaluation, the Company's principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. It should be noted that the design of the Company's disclosure controls and procedures is based in part upon certain reasonable assumptions about the likelihood of future events, and there can be no reasonable assurance that any design of disclosure controls and procedures will succeed in achieving its stated goals under all potential future conditions, regardless of how remote, but the Company's principal executive and financial officers have concluded that the Company's disclosure controls and procedures are, in fact, effective at a reasonable assurance level. In addition, there have been no changes in the Company's internal control over financial reporting (to the extent that elements of internal control over financial reporting are subsumed within disclosure controls and procedures) identified in connection with the evaluation described in the above paragraph that occurred during the Company's last fiscal quarter, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. 18 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 --------------------------------------------------- Not Applicable ITEM 5 - Other Information ----------------- Not Applicable ITEM 6 - Exhibits and Reports on Form 8-K -------------------------------- a. Exhibits. The following exhibits are filed with this report: No. Description --- ----------- 31 Rule 13a-14(a) Certifications 32 Section 1350 Certifications b. Current Reports on Form 8-K --------------------------- On April 7, 2003, the Company filed a Current Report on Form 8-K reporting under item 5 that its bank subsidiary, Ameriana Bank and Trust, SB (the "Bank"), had entered into a definitive Branch Purchase and Assumption Agreement with Peoples Community Bank ("Peoples"), a subsidiary of Peoples Community Bancorp, Inc. Pursuant to such agreement, the Bank will sell two of its retail branch offices located in Deer Park and Landen, Ohio to Peoples. No financial statements were filed with this report. On May 5, 2003, the Company filed a Current Report on 8-K reporting under item 9 its unaudited financial results for the quarter ended March 31, 2003. A copy of the press release was attached to this Report as an exhibit. 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 13, 2003 /s/ Harry J. Bailey ------------------------------- Harry J. Bailey President and Chief Executive Officer (Duly Authorized Representative) DATE: August 13, 2003 /s/ Bradley L. Smith ------------------------------- Bradley L. Smith Senior Vice President-Treasurer (Principal Financial Officer and Accounting Officer) 20