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, 1998 Commission File Number: 0-18392 ------- Ameriana Bancorp Indiana 35-1782688 - ------------------------------- --------------------- (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 2118 Bundy Avenue, New Castle, Indiana 47362-1048 - -------------------------------------- ---------- (Address of principal executive offices (Zip Code) Registrant's telephone number, including area code (765)529-2230 ------------- Securities registered pursuant to Section 12(g) of Act: 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 11, 1998, there were issued and outstanding 3,252,815 shares of the registrant's common stock. AMERIANA BANCORP AND SUBSIDIARIES CONTENTS PART I - FINANCIAL INFORMATION Page No. -------- ITEM 1 - Financial Statements Consolidated Statements of Condition as of June 30, 1998 and December 31, 1997. . . . . . . . 2 Consolidated Statements of Income for the Three Months Ended June 30, 1998 and 1997 and the Six Months Ended June 30, 1998 and 1997 . . . . . . . . . . . . . . . . . . . . . 4 Consolidated Statements of Cash Flows for the Six Months Ended June 30, 1998 and 1997. . . . . . . . . . . . . . . . . . . . . 5 Notes to Consolidated Financial Statements . . . . 6 ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . 8 ITEM 3 - Quantitative and Qualitative Disclosures About Market Risk. . . . . . . .11 PART II - OTHER INFORMATION . . . . . . . . . . . . . .15 SIGNATURES. . .. . . . . . . . . . . . . . . . . . . . .17 2 ITEM I - FINANCIAL STATEMENTS AMERIANA BANCORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CONDITION June 30, December 31 1998 1997 ------------ ----------- ASSETS Cash on hand and in other institutions $ 6,446,418 $ 5,066,177 Interest-bearing deposits 21,264,685 10,142,902 Investment securities held to maturity (market value: 1998--$38,017,000; 1997--$35,300,000) 37,985,292 35,394,512 Stock in Federal Home Loan Bank (at cost, which approximates market value) 3,448,600 3,412,100 Mortgage-backed securities held to maturity (market value: 1998--$25,663,000; 1997--$30,164,000) 25,425,033 29,996,499 Mortgage loans held for sale 2,064,878 1,419,471 Loans receivable 266,390,053 294,133,100 Allowance for loan losses (1,151,422) (1,163,490) ------------ ------------ Net loans receivable 265,238,631 292,969,610 Real estate owned 154,462 159,994 Premises and equipment 6,109,987 5,909,205 Mortgage servicing rights 759,639 526,367 Investments in unconsolidated subsidiaries 1,488,365 1,578,365 Goodwill 806,448 69,700 Other assets 4,104,099 4,222,600 ------------ ------------ Total assets $375,296,537 $390,867,502 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Deposits: Noninterest-bearing $ 11,732,019 $ 8,746,447 Interest-bearing 298,891,927 313,470,716 ------------ ------------ Total deposits 310,623,946 322,217,163 Advances from Federal Home Loan Bank 12,777,846 16,015,615 Drafts payable 2,850,888 4,225,472 Advances by borrowers for taxes and insurance 674,813 955,121 Other liabilities 2,728,532 3,019,261 ------------ ------------ Total liabilities 329,656,025 346,432,632 Shareholders' Equity: Preferred stock (5,000,000 shares authorized--none issued) -- -- Common stock ($1.00 par value; authorized 15,000,000 shares; issued shares: 1998 - 3,252,815; 1997 - 3,233,207) 3,252,815 3,233,207 Additional paid-in capital 7,855,190 7,571,955 Retained earnings 34,532,507 33,629,708 ------------ ------------ Total shareholders' equity 45,640,512 44,434,870 ------------ ------------ Total liabilities and shareholders' equity $375,296,537 $390,867,502 ============ ============ See accompanying notes. 3 AMERIANA BANCORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Three Months Ended June 30, Six Months Ended June 30, 1998 1997 1998 1997 ---------- ------------- ----------- ----------- Interest Income: Interest on loans $5,489,161 $5,747,119 $11,283,159 $11,347,514 Interest on mortgage-backed securities 448,650 592,191 947,409 1,229,965 Interest on investment securities 625,090 963,332 1,118,888 1,911,677 Other interest and dividend income 387,432 109,966 653,511 220,546 ---------- ---------- ----------- ----------- Total interest income 6,950,333 7,412,608 14,002,967 14,709,702 Interest Expense: Interest on deposits 3,715,270 4,015,377 7,550,032 7,925,476 Interest on Federal Home Loan Bank advances 187,863 369,039 359,977 749,785 ---------- ---------- ----------- ----------- Total interest expense 3,903,133 4,384,416 7,910,009 8,675,261 ---------- ---------- ----------- ----------- Net interest income 3,047,200 3,028,192 6,092,958 6,034,441 Provision for Loan Losses 36,000 51,000 72,000 87,000 ---------- ---------- ----------- ----------- Net interest income after provision for loan losses 3,011,200 2,977,192 6,020,958 5,947,441 Other Income: Net loan servicing fees 57,293 81,850 102,651 169,262 Other fees and service charges 221,673 179,927 399,932 349,010 Brokerage and insurance commissions 321,524 307,097 667,477 571,104 Loss on investments in unconsolidated subsidiaries (35,000) (50,000) (90,000) (100,000) Gains on sales of loans 213,543 94,003 481,590 211,424 Other 44,872 30,595 87,730 46,898 ---------- ---------- ----------- ----------- Total other income 823,905 643,472 1,649,380 1,247,698 Other Expense: Salaries and employee benefits 1,303,012 1,200,480 2,559,500 2,494,535 Net occupancy expense 335,155 326,062 655,183 628,393 Federal insurance premium 50,377 52,159 101,217 101,906 Data processing expense 142,397 87,804 218,635 163,623 Goodwill 31,213 7,080 48,168 14,160 Other 519,015 549,299 1,068,117 1,018,626 ---------- ---------- ----------- ----------- Total other expense 2,381,169 2,222,884 4,650,820 4,421,243 ---------- ---------- ----------- ----------- Income before income taxes 1,453,936 1,397,780 3,019,518 2,773,896 Income taxes 539,364 508,664 1,076,027 1,008,089 ---------- ---------- ----------- ----------- Net income $ 914,572 $ 889,116 $ 1,943,491 $ 1,765,807 ========== ========== =========== =========== Basic Earnings Per Share $ 0.28 $ 0.27 $ 0.60 $ 0.54 ========== ========== =========== =========== Diluted Earnings Per Share $ 0.28 $ 0.27 $ 0.59 $ 0.54 ========== ========== =========== =========== Dividends Declared Per Share $ 0.16 $ 0.15 $ 0.32 $ 0.30 ========== ========== =========== =========== See accompanying notes. 4 AMERIANA BANCORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended June 30, ----------------- 1998 1997 ---- ---- OPERATING ACTIVITIES Net income $ 1,943,491 $ 1,765,807 Adjustments to reconcile net income to net cash provided by operating activities: Provision for losses on loans and real estate owned 72,000 87,000 Depreciation and amortization 306,745 316,009 Mortgage servicing rights amortization 90,623 56,364 Goodwill amortization 48,168 14,160 Deferred income taxes 14,620 -- Loans originated for sale (45,460,356) (10,069,623) Proceeds from sales of loans 45,296,539 10,281,047 Gains on sales of loans (481,590) (211,424) Gains on sales of real estate owned (8,868) (50) Increase in other assets (666,415) (321,995) Decrease in drafts payable (1,374,584) (2,155,541) Decrease (increase) in other liabilities (588,762) 263,307 ----------- ----------- Net cash provided (used) by operating activities (808,389) 25,061 INVESTING ACTIVITIES Purchase of investment securities held to maturity (24,887,939) (5,600,000) Proceeds from maturity of securities held to maturity 5,000,000 -- Proceeds from calls of securities held to maturity 17,300,000 10,200,000 Principal collected on mortgage-backed securities held to maturity 4,510,268 4,952,643 Net change in loans-decrease (increase) 27,520,180 (9,567,870) Proceeds from sale of real estate owned 123,823 137,300 Mortgage servicing right capitalized (323,895) (43,575) Net purchases of premises and equipment (451,429) (546,971) Investment in unconsolidated affiliate 90,000 100,000 Other investing activities (4,865) (84,201) ----------- ----------- Net cash provided (used) by investing activities 28,876,143 (452,674) FINANCING ACTIVITIES Increase in demand and passbook deposits 16,404,514 (1,949,569) Increase (decrease) in certificates of deposit (27,997,731) 10,039,698 Advances from Federal Home Loan Bank 4,000,000 43,400,000 Repayment of Federal Home Loan Bank advances (7,237,769) (48,213,241) Proceeds from exercise of stock options 302,843 148,442 Purchase of common stock - (1,311,214) Cash dividends paid (1,037,587) (985,279) ----------- ----------- Net cash provided (used) by financing activities (15,565,730) 1,128,837 ----------- ----------- Increase in cash and cash equivalents 12,502,024 701,224 Cash and cash equivalents at beginning of period 15,209,079 8,944,040 ----------- ----------- Cash and cash equivalents at end of period $27,711,103 $ 9,645,264 =========== =========== Supplemental information: Interest paid $ 7,833,470 $ 8,752,958 Income taxes paid 1,260,000 550,000 See accompanying notes. 5 AMERIANA BANCORP AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE A -- BASIS OF PRESENTATION The unaudited interim consolidated 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 principals 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 as of June 30, 1998, results of operations for the three-month and six-month periods ending June 30, 1998 and 1997, and changes in cash flows for the six-month periods ended June 30, 1998 and 1997. 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, 1997. NOTE B - - SHAREHOLDERS' EQUITY On May 21, 1998, the Board of Directors declared a quarterly cash dividend of $.16 per share. This dividend was accrued for payment to shareholders of record on June 12, 1998, and was paid on July 3, 1998. During the six months ended June 30, 1998, 19,608 new shares were issued via exercise of stock options and total equity was increased by $302,844 due to cash proceeds and tax benefits from these stock option exercises. Earnings per share were computed as follows: Three Months Ended June 30, -------------------------------- 1998 1997 - ------------------------------------------------------------------------------------------ Weighted Per Weighted Per Average Share Average Share Income Shares Amount Income Shares Amount - ------------------------------------------------------------------------------------------ Basic Earnings per Share: Income available to Common shareholders $914,572 3,252,422 $.28 $889,116 3,234,362 $.27 Effect of Dilutive Stock Options -- 50,346 -- 13,710 - ------------------------------------------------------------------------------------------ Diluted Earnings Per Share: Income available to common shareholders and assumed conversions $914,572 3,302,768 $.28 $889,116 3,248,072 $.27 - ------------------------------------------------------------------------------------------ Six Months Ended June 30, -------------------------------- 1998 1997 - ------------------------------------------------------------------------------------------ Weighted Per Weighted Per Average Share Average Share Income Shares Amount Income Shares Amount - ------------------------------------------------------------------------------------------ Basic Earnings per Share: Income available to Common shareholders $1,943,491 3,247,629 $.60 $1,765,807 3,261,285 $.54 Effect of Dilutive Stock Options -- 52,015 -- 16,245 - ------------------------------------------------------------------------------------------ Diluted Earnings Per Share: Income available to common shareholders and assumed conversions $1,943,491 3,299,644 $.59 $1,765,807 3,277,530 $.54 - ------------------------------------------------------------------------------------------ 6 NOTE C - - RECLASSIFICATIONS Certain reclassifications of 1997 amounts have been made to conform to the 1998 presentation. NOTE D - - PROPOSED TRANSACTION In September 1997, the Company entered into a Reorganization and Merger Agreement ("Agreement") to acquire the outstanding shares of common stock of the Cardinal State Bank ("Cardinal"), Maineville, Ohio. Pursuant to the Agreement, holders of outstanding shares of Cardinal had the right to convert such shares into a combination of cash and Company common stock and/or Company promissory notes. The transaction was completed on July 1, 1998, and will be recorded as a purchase transaction in the third quarter of 1998. The Company paid $999,993 in cash, issued 114,955 shares of common stock, issued $450,760 of promissory notes and paid $129 for fractional shares. The total purchase price for Cardinal was $3,591,919 valuing the Company's common stock at the closing price of $18.625 per share. At June 30, 1998, assets, deposits and equity of Cardinal were approximately $24,310,000, $21,705,000 and $2,491,000. NOTE E - - NEW NAME FOR BANKING UNITS Effective June 1, 1998, the names of the bank subsidiaries were changed to provide a closer link between Ameriana Bancorp and the banking units in Indiana and Ohio. The Ameriana Savings Bank, F.S.B., which serves the east central Indiana communities of New Castle, Anderson, Greenfield, Knightstown, Middletown and Morristown, as well as in the suburban Indianapolis area through a branch in Avon has been renamed Ameriana Bank of Indiana, F.S.B. Deer Park Federal Savings and Loan Association, with an office in suburban Cincinnati, has been renamed Ameriana Bank of Ohio, F.S.B. The two branches of Cardinal in Mainville, Ohio became a part of Ameriana Bank of Ohio, F.S.B. at the completion of the merger on July 1, 1998. 7 AMERIANA BANCORP AND SUBSIDIARIES ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General - ------- 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 an relative amounts of interest-earning assets and interest bearing liabilities. RESULTS OF OPERATIONS - --------------------- During the first six months of 1998, the Company was compelled by low fixed rate mortgage rates to make fixed rate loans and sell them to the secondary market. The past theory of emphasizing variable rate mortgage loans and keeping them in the portfolio could not be continued because consumers were satisfied with the low fixed rates. The loans outstanding decreased $27,743,047 and 9.43% to $266,390,053 during this period. This decrease is due to not retaining new fixed rate loans made but selling a significant portion to the secondary market and to refinancing of existing loans in the portfolio, which were also sold to the secondary market. The mortgage loans held for sale increased during the first six months, but these are loans that have been committed to be sold to the secondary market but had not been delivered as of June 30, 1998 and December 31, 1997. Loan closings and sales of loans to the secondary market set records with loan sales for the first six months of 1998 totaling $45,296,539 compared to $10,281,047 during the first six months of 1997. The Company retains servicing on all loans sold to the secondary market. See comments on other income for detail of gains on loans sold. The net interest spread (difference between yield on interest-earning assets and cost on interest-bearing liabilities) has increased both during the three and six months ended June 30, 1998 compared to the same periods in 1997. This increase of .16% during the second quarter of 1998 is due to a .22% reduction of cost of interest-bearing liabilities during the second quarter offset by a decrease of .06% in yield on interest-earning assets during this same period when compared to the second quarter of 1997. This reduction of the cost of liabilities has resulted from decreased borrowings from the Federal Home Loan Bank and decreased wholesale deposits that have higher costs. These changes where made possible by the mortgage loan repayments 8 already discussed and the acquisition of $12 million of deposits with the branch purchase completed on February 27, 1998. The net interest spread for the six months ended June 30, 1998, compared to the same period in 1997 was up .11% due to the .15% decrease in cost of interest-bearing liabilities during the six months offset by the .04% decrease in yields on interest-earning assets. The following table summarizes the Company's average interest-earning assets and average interest-bearing liabilities and net interest-earning assets with their rates and the net interest spreads (difference between rates on average assets and liabilities) for the three and six month periods ended June 30, 1998 and 1997: (Dollars in Thousands) ---------------------- Three Months Ended June 30, Six Months Ended June 30, ---------------------------- ------------------------- 1998 1997 1998 1997 ---- ---- ---- ---- Interest-earning assets $362,422 $383,802 $366,899 $383,603 Interest-bearing liabilities 316,905 340,790 319,529 340,072 -------- -------- -------- -------- Net interest-earning assets $ 45,517 $ 43,012 $ 47,370 $ 43,531 Average yield on: Interest-earning assets 7.69% 7.75% 7.69% 7.73% Interest-bearing liabilities 4.94 5.16 4.99 5.14 -------- -------- -------- -------- Net interest spread 2.25% 2.59% 2.70% 2.59% -------- -------- -------- -------- Net interest income for the second quarter of 1998 was $3,047,200 and was $19,008 and .63% more than the $3,028,192 during the second quarter of 1997. Net interest income for the six months ended June 30, 1998 was $6,092,958 and was $58,517 and .97% more than the $6,034,441 during the same six months in 1997. The six months increase is due to lower interest income being more than offset by lower interest expense. The $707,000 decrease in interest income on interest-earning assets is a combination of a decrease of $643,000 because of lower outstanding average interest-earning assets plus $64,000 because of reduced rates on average interest-earning assets during the six months. The $765,000 decrease in interest expense is a combination of a decrease of $575,000 because of lower outstanding average interest-bearing liabilities plus $190,000 because of reduced rates on average interest-bearing liabilities during the six months. The net interest margin ratio, which is net income divided by average earning assets, increased to 3.37% for the second quarter of 1998 compared to 3.16% for the second quarter of 1997. This same ratio for the six months ended June 30, 1998, increased to 3.35% from 3.17% for the same period in 1997. The provision for loan losses was $36,000 during the second quarter of 1998 compared to $51,000 during the same period in 1997. The provision for loan losses for the six months ended June 30, 1998, was $72,000 compared to $87,000 during the first six months of 1997. Net charge-offs were $46,887 and $33,789 for the second quarter of 1998 and 1997, respectively. The net charge-offs for the six months ended June 30, 1998 and 1997 were $84,068 and $68,193, respectively. The following table summarizes the Company's non-performing assets at the end of the periods: 9 (Dollars in Thousands) ---------------------- June 30, December 31, June 30, 1998 1997 1997 ---- ---- ---- Loans: Non-accrual $ 731 $ 877 $ 716 Over 90 days delinquent 237 124 1 Real estate owned 154 160 174 ------ ------ ------ Total $1,122 $1,161 $ 891 ------ ------ ------ 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 at the end of the period was .43%, .40% and .38% at June 30, 1998, December 31, 1997 and June 30, 1997, respectively. Total other income for the second quarter of 1998 increased $180,433 and 28.04% to $823,905 from $643,472 in the same period during 1997. Total other income for the six months ended June 30, 1998, was up $401,682 and 32.19% to $1,649,380 from $1,247,698 during the first six months of 1997. As noted earlier, gains on sales of loans to the secondary market were at record levels and gains during the second quarter of 1998 increased $119,540 and 127.17% to $213,543 from $94,003 during the same period in 1997. Gains on sales of loans increased $270,166 and 127.78% during the six months ended June 30, 1998, to $481,590 from $211,424 during the same period in 1997. The Company also had good increases in income from our insurance agency and title insurance company as brokerage and insurance commissions increased $14,427 and 4.70% during the second quarter of 1998 compared to 1997 and increased $96,373 and 16.87% to $667,477 during the first six months of 1998 from $571,104 during the first six months of 1997. These increases can also be linked to increased housing sales, to increased insurance business from the purchase of insurance policies from an agency and to a good economy. The net loan servicing fees decrease of $24,557 and 30.00% during the second quarter and the decrease of $66,611 and 39.35% to $102,651 during the first six months of 1998 from $169,262 during the same period in 1997 is due to increased amortization of purchased servicing rights due to loan payoffs. Total other expense increased $158,285 and 7.12% during the second quarter of 1998 to $2,381,169 from $2,222,884 during the same period in 1997 and increased $229,577 and 5.19% to $4,650,820 during the first six months of 1998 from $4,421,243 during the first six months of 1997. The salary and employee benefits expense increased $102,532 and 8.54% during the second quarter of 1998 to $1,303,012 from $1,200,480 during the same period in 1997. This increase is due to the addition of a new branch on February 27, 1998, and to increased salaries due to additional loan closings, insurance and brokerage sales and title insurance business. Salary expense for the first six months of 1998 increased $64,965 and 2.60% to $2,559,500 from $2,494,535 during the same period in 1997. The data processing expense increased $54,593 and 62.18% during the second quarter of 1998 to $142,397 from $87,804 during the same period in 1997. The data processing operations of our Ohio bank subsidiaries were converted to the same in-house computer system already operated by our Indiana bank subsidiary from an outside service bureau effective June 1, 1998. This conversion and increased current expense, because of related one time costs, will provide for decreased expenses during subsequent periods, the ability to control expense increases in future years and for more consistent sales and reporting to our customers. Data 10 processing expense increased $55,012 and 33.62% to $218,635 for the six months ended June 30, 1998, compared to the same period in 1997. The increase in goodwill expense to $48,168 during the first six months of 1998 compared to $14,160 during the same period in 1997 is due to increased amortization related to the new branch purchased and to the insurance business purchased. The efficiency ratio, which is other expense (not including amortization of goodwill) divided by net income before the provision for loan loss plus other income, increased to 59.45% during the six months of 1998 from 60.52% during the same period in 1997. FINANCIAL CONDITION - ------------------- The Company's principal sources of funds are cash generated from operations, savings deposits, loan principal repayments and advances from the Federal Home Loan Bank ("FHLB"). As of June 30, 1998, the Company's cash and investments totaled $65,696,395 and 17.51% of total assets. This compares with $50,603,591 and 12.95% of total assets at December 31, 1997. The Company's banking subsidiaries, Ameriana Bank of Indiana ("ABI") and Ameriana Bank of Ohio ("ABO") have regulatory liquidity ratios of 22.72% and 13.69%, respectively, which exceeds the 4.0% liquidity base set by the Office of Thrift Supervision ("OTS"). The banking subsidiaries in the past and ABO currently employs a strategy to increase interest income through the purchase of investments with the proceeds of advances from the FHLB. FHLB borrowings are currently all a liability of ABO, and have decreased $3,237,769 and 20.22% to $12,777,846 during the first six months of 1998 from $16,015,615 at December 31, 1997. The regulatory minimum net worth requirement for ABI and ABO under the most stringent of the three capital regulations (total risk-based capital to risk-weighted assets) at June 30, 1998, was $13,777,000 and $3,018,000, respectively. At June 30, 1998, ABI had total risk based capital of $34,437,000 and ABO had $5,906,000. At June 30, 1998, the Company's commitments for loans in process totaled $13,677,000, with 77.08% being for single-family residential mortgage loans. Management believes the Company's liquidity, ability to sell consumer loans to the secondary market and other sources of funds will be sufficient to fund all outstanding commitments and other cash needs. ITEM 3 - QUALITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK INTEREST RATE RISK - ------------------ ABI and ABO are subject to interest rate risk to the degree that their interest-bearing liabilities, primarily deposits, mature or reprice at different rates than their interest-earning assets. Although having liabilities that mature or reprice less frequently on average than assets will be beneficial in times of rising interests rates, such an asset/liability structure will result in lower net income during periods of declining interest rates, unless offset by other factors. It is important to ABI and ABO to manage the relationship between interest rates and the effect on their net portfolio value ("NPV"). This approach calculates the difference between the present value of expected cash flows from assets and the present value of expected cash flows from liabilities, as 11 well as cash flows from off-balance sheet contracts. Assets and liabilities are managed within the context of the marketplace, regulatory limitations and within its limits on the amount of change in NPV, which is acceptable given certain interests rate changes. The OTS issued a regulation, which uses a net market value methodology to measure the interest rate risk exposure of savings associations. Under this OTS regulation an institution's "normal" level of interest rate risk in the event of an assumed change in interest rates is a decrease in the institution's NPV in an amount not exceeding 2% of the present value of its assets. Savings associations with over $300 million in assets or less than a 12% risk-based capital ratio are required to file OTS Schedule CMR. Data from Schedule CMR is used by the OTS to calculate changes in NPV (and the related "normal" level of interest rate risk) based upon certain interest rate changes (discussed below). Associations which do not meet either of the filing requirements are not required to file OTS Schedule CMR, but may do so voluntary. ABI, with assets over $300 million, is required to file the Schedule. As ABO does not meet either of these requirements, it is not required to file Schedule CMR, although it does so voluntarily. Under regulation, associations which must file are required to take a deduction (the interest rate risk capital component) from their total capital available to calculate their risk based capital requirement if their interest rate exposure is greater than "normal". The amount of that deduction is one-half of the difference between (a) the institution's actual calculated exposure to a 200 basis point interest rate increase or decrease (whichever results in the greater pro forma decrease in NPV) and (b) its "normal" level of exposure which is 2% of the present value of its assets. The following information and schedule for ABO and the subsequent information and schedule for ABI are required to be presented. The current analysis for ABO and ABI performed by the OTS as of June 30, 1998, has not been received from the OTS and the following interest rate risk measurements for ABO and the subsequent rate risk measurements for ABI are being submitted with information from the OTS analysis as of March 31, 1998. Management believes there has been no significant change in the interest rate risk measures since March 31, 1998, for either ABO or ABI. Presented below, as of March 31, 1998, is an analysis performed by the OTS of ABO's interest rate risk as measured by changes in NPV for instantaneous and sustained parallel shifts in the yield curve, in 100 basis point increments, up and down 400 basis points. At March 31, 1998, 2% of the present value of ABO'S assets was approximately $1.488 million. Because the interest rate risk of a 200 basis point increase in market rates (which was greater than the interest rate risk of a 200 basis point decrease) was approximately $1.847 million at March 31, 1998, ABO would have been required to make a deduction of $180 thousand from its total capital available to calculate its risk based capital requirement if it had been subject to the OTS's reporting requirements under this methodology. If this reduction of capital were required, ABO's capital ratios would still be in excess of OTS requirements. 12 - ---------------------------------------------------------------------------------------- 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) - ---------------------------------------------------------------------------------------- +400 bp* $4,071 $-4,573 -53% 5.89% -534 bp +300 bp 5,483 -3,161 -37% 7.69% -354 bp +200 bp 6,797 -1,847 -21% 9.26% -197 bp +100 bp 7,909 -735 - 9% 10.50% -73 bp 0 bp 8,644 11.23% - -100 bp 8,966 352 + 4% 11.49% +26 bp - -200 bp 9,048 404 + 5% 11.39% +16 bp - -300 bp 9,181 537 + 6% 11.38% +15 bp - -400 bp 9,602 958 +11% 11.67% +44 bp * basis points Presented below, as of March 31, 1998, is an analysis performed by the OTS, of ABI's interest rate risk as measured by changes in NPV for instantaneous and sustained parallel shifts in the yield curve, in 100 basis point increments, up an down 400 basis points. At March 31, 1998, 2% of the present value of ASB's assets was approximately $6.318 million. Because the interest rate risk of a 200 basis point increase in market rates (which was greater that the interest rate risk of a 200 basis point decrease) was approximately $6.163 million at March 31, 1997, ABI would not have been required to make a deduction from its capital available to calculate its risk based capital requirement. - ---------------------------------------------------------------------------------------- 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) - ---------------------------------------------------------------------------------------- +400 bp* $29,836 $-15,139 -34% 9.90% -393 bp +300 bp 34,588 -10,387 -23% 11.22% -260 bp +200 bp 38,812 -6,163 -14% 12.34% -149 bp +100 bp 42,355 -2,620 -6% 13.22% -60 bp 0 bp 44,975 13.82% - -100 bp 47,122 2,146 +5% 14.28% +46 bp - -200 bp 49,507 4,532 +10% 14.79% +97 bp - -300 bp 52,756 7,781 +17% 15.51% +168 bp - -400 bp 57,045 12,070 +27% 16.44% +262 bp * basis points As with any method of measuring interest rate risk, certain shortcomings are inherent in the method of analysis presented above. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Additionally, certain assets, such as adjustable-rate loans, have features, which restrict changes in interest rates on a short-term basis and over the life of the asset. Further, in the event of a change in interest rates, expected rates of prepayments on loans and early withdrawals from certificates could likely deviate significantly from those assumed in calculating the table. Finally, the ability of many borrowers to service their debt may decrease in the event of an interest rate increase. The Company considers all of these factors in monitoring its exposure to interest rate risk. 13 YEAR 2000 ISSUE - --------------- The Company is aware of the issues associated with the programming code in existing computer systems as the millennium ("Year 2000") approaches. The Year 2000 problem is pervasive and complex as virtually every computer operation and any equipment with computer chips may be affected in some way by the rollover of the two-digit year value to 00. The issue is whether computer systems and computer chips will properly recognize date-sensitive information when the year changes to 2000. Systems that do not properly recognize such information could generate erroneous data or cause a system to fail. The Company is utilizing both internal and external resources to identify, correct or reprogram and test all systems for the Year 2000 compliance. It is anticipated that all reprogramming efforts will be complete by December 31, 1998, allowing adequate time for testing. The Company has identified some systems that will not be in compliance and they will be replaced. These systems should be replaced in adequate time to allow for testing and implementation before the Year 2000. To date, confirmations have been received from the Company's primary processing vendors indicating that these systems will be in compliance and operating properly for processing of transactions in the year 2000. Although the Company is extending a great deal of Management time reviewing, checking, selecting some new systems and equipment and implementing Year 2000 changes for both computer systems and equipment, the expenses for the Year 2000 compliance are not expected to have a material impact on the Company's earnings. 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). 14 PART II - OTHER INFORMATION AMERIANA BANCORP AND SUBSIDIARIES ITEM 1 - Legal Proceedings ----------------- No changes have taken place in regard to the legal proceedings disclosed in the registrant's report on Form 10-K for the year ended December 31, 1997. 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 21, 1998, the Company held its 1998 annual meeting of shareholders. A total of 2,755,494 shares, or 84.73% of the Company's shares outstanding, were represented at the meeting either in person or by proxy. Two Directors were nominated by the Company's Board of Directors to serve new three-year terms expiring in 2001. The nominees and the voting results for each are listed below: For Withheld Donald C. Danielson 2,725,906 29,588 Paul W. Prior 2,726,339 29,155 The following Directors, who's three year terms of service have not expired, continue as Directors of the Company: Harry J. Bailey, Charles M. (Kim) Drackett, Jr., Ronald R.Pritzke, R. Scott Hayes and Michael E. Kent The Shareholders ratified the appointment of Olive LLP as auditors for the Company for the fiscal year ended December 31, 1998. A total of 2,684,490 shares voted in favor of this proposal, 66,771 shares voted against the proposal and 4,233 shares abstained from voting on the proposal. A proposal to increase the number of common stock authorized and reserved for awards under the Ameriana Bancorp 1996 Option Plan from 160,000 to 320,000 shares was approved. A total of 2,433,285 shares voted in favor of this proposal, 293,676 shares voted against the proposal and 28,533 shares abstained from voting on the proposal. 15 ITEM 5 - Other Information ----------------- Not Applicable ITEM 6 - Exhibits and Reports on Form 8-K -------------------------------- (a) Exhibits: Exhibit 27 Financial Data Schedule for 2nd quarter fiscal year 1998 (b) Reports on Form 8-K The Registrant did not file a Current Report on Form 8-K during the quarter covered by this Report. 16 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 11, 1998 by /s/ Harry J. Bailey ------------------- Harry J. Bailey President and Chief Executive Officer (Duly Authorized Representative) DATE: August 11, 1998 by /s/ Richard E. Welling ------------------------- Richard E. Welling Senior Vice President- Treasurer (Principal Financial Officer and Accounting Officer) 17