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, 1999 Commission File Number 0-18392 ------- Ameriana Bancorp Indiana 35-1782688 - ------------------------------- -------------------------- (State or other jurisdiction of I.R.S. employer of incorporation or organization) identification 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 -------------- 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 6, 1999, there were issued and outstanding 3,383,876 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, 1999 and December 31, 1998. . . . . . . . . . . . . . . . . . . . . . 3 Consolidated Statements of Income for the Three and Six Months Ended June 30, 1999 and 1998. . . . . . . . . . . . . . . . . . . . 4 Consolidated Statements of Cash Flows for the Six Months Ended June 30, 1999 and 1998 . . . . . . . . . . . . . . . . . 5 Notes to Consolidated Financial Statements. . . 6 ITEM 2 Management's Discussion and Analysis of Financial Condition and Results of Operations. . . . . . . . . . . . . . . . . . . 7 ITEM 3 Quantitative and Qualitative Disclosure About Interest Rate Risk. . . . . . . . . . . 10 PART II - OTHER INFORMATION. . . . . . . . . . . . . . . . 13 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . 14 EDGAR - Financial Data Schedule. . . . . . . . . . . . . . 15 2 PART I - FINANCIAL INFORMATION AMERIANA BANCORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CONDITION June 30, December 31, 1999 1998 ------------ ----------- ASSETS Cash on hand and in other institutions $ 8,168,612 $ 7,545,308 Interest-bearing demand deposits 3,485,820 38,005,929 Investment-bearing time deposits 4,686,000 3,487,000 Investment securities held to maturity (fair value of $76,732,000 and $51,512,000) 80,115,975 51,581,077 Mortgage-backed securities held to maturity (fair value of $16,978,000 and $20,437,000) 17,090,362 20,217,346 Mortgage loans held for sale 529,500 4,181,256 Loans receivable 266,109,279 263,097,420 Allowance for loan losses (1,326,474) (1,284,286) ------------ ------------ Net loans receivable 264,782,805 261,813,134 Real estate owned 55,549 96,408 Premises and equipment 5,960,723 6,091,944 Stock in Federal Home Loan Bank 3,629,100 3,587,700 Mortgage servicing rights 943,069 1,076,948 Investments in unconsolidated subsidiaries 1,277,657 1,424,455 Intangible assets 1,947,810 2,057,464 Cash value of life insurance 15,759,472 210,738 Other assets 4,651,329 4,341,456 ------------ ------------ Total assets $413,083,783 $405,718,163 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Deposits: Noninterest-bearing $ 15,390,297 $ 14,633,031 Interest-bearing 320,214,792 319,356,272 ------------ ------------ Total deposits 335,605,089 333,989,303 Advances from Federal Home Loan Bank 27,066,286 17,100,699 Drafts payable 2,785,494 4,353,792 Advances by borrowers for taxes and insurance 487,718 1,030,976 Other liabilities 3,142,357 3,894,245 ------------ ------------ Total liabilities 369,086,944 360,369,015 Shareholders' Equity: Preferred stock (5,000,000 shares authorized; none issued) -- -- Common stock ($1.00 par value; authorized 15,000,000 shares; issued shares: 1999 - 3,389,876; 1998 - 3,510,686) 3,389,876 3,510,686 Additional paid-in capital 4,915,392 6,775,114 Retained earnings - substantially restricted 35,691,571 35,063,348 ------------ ------------ Total shareholders' equity 43,996,839 45,349,148 ------------ ------------ Total liabilities and shareholders' equity $413,083,783 $405,718,163 ============ ============ See accompanying notes. 3 AMERIANA BANCORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Three Months Ended Six Months Ended June 30, June 30, -------------------- --------------------- 1999 1998 1999 1998 ------- ------- ------- -------- Interest Income: Interest on loans $5,105,651 $5,489,161 $10,243,732 $11,283,159 Interest on mortgage-backed securities 281,349 448,650 585,781 947,409 Interest on investment securities 1,201,574 625,090 2,179,044 1,118,888 Other interest and dividend income 293,459 387,432 760,468 653,511 ---------- ---------- ----------- ----------- Total interest income 6,882,033 6,950,333 13,769,025 14,002,967 Interest Expense: Interest on deposits 3,532,917 3,715,270 7,141,482 7,550,032 Interest on Federal Home Loan Bank advances 268,879 187,863 494,727 359,977 ---------- ---------- ----------- ----------- Total interest expense 3,801,796 3,903,133 7,636,209 7,910,009 ---------- ---------- ----------- ----------- Net interest income 3,080,237 3,047,200 6,132,816 6,092,958 Provision for Loan Losses 30,000 36,000 67,500 72,000 ---------- ---------- ----------- ----------- Net interest income after provision for loan losses 3,050,237 3,011,200 6,065,316 6,020,958 Other Income: Net loan servicing fees 62,689 57,293 119,041 102,651 Other fees and service charges 238,463 221,673 458,157 399,932 Brokerage and insurance commissions 312,426 321,524 659,680 667,477 Loss on investments in unconsolidated subsidiaries (98,048) (35,000) (146,798) (90,000) Gains on sales of loans and servicing rights 154,245 213,543 316,694 481,590 Life insurance income 65,525 -- 79,645 -- Other 35,955 44,872 64,944 87,730 ---------- ---------- ----------- ----------- Total other income 771,255 823,905 1,551,363 1,649,380 Other Expense: Salaries and employee benefits 1,490,497 1,303,012 2,940,103 2,559,500 Net occupancy expense 339,678 335,155 702,970 655,183 Federal insurance premium 45,226 50,377 91,786 101,217 Data processing expense 63,150 142,397 143,211 218,635 Printing and office supplies 68,700 78,741 172,202 149,888 Goodwill 47,725 31,213 94,960 48,168 Other 505,910 440,274 999,040 918,229 ---------- ---------- ----------- ----------- Total other expense 2,560,886 2,381,169 5,144,272 4,650,820 ---------- ---------- ----------- ----------- Income before income taxes 1,260,606 1,453,936 2,472,407 3,019,518 Income taxes 399,756 539,364 814,151 1,076,027 ---------- ---------- ----------- ----------- Net Income $ 860,850 $ 914,572 $1,658,256 $1,943,491 ========== ========== =========== =========== Basic Earnings Per Share $ 0.25 $ 0.26 $ 0.48 $ 0.55 ========== ========== =========== =========== Diluted Earnings Per Share $ 0.25 $ 0.25 $ 0.48 $ 0.53 ========== ========== =========== =========== Dividends Declared Per Share $0.150 $0.145 $0.300 $0.290 ========== ========== =========== =========== See accompanying notes. 4 AMERIANA BANCORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended June 30, ------------------------- 1999 1998 ---------- ---------- OPERATING ACTIVITIES Net income $ 1,658,256 $ 1,943,491 Adjustments to reconcile net income to net cash provided by operating activities: Provisions for losses on loans and real estate owned 75,000 72,000 Depreciation and amortization 280,924 306,747 Equity in loss of limited partnership 146,798 90,000 Mortgage servicing rights amortization 127,280 90,623 Goodwill amortization 94,960 48,168 Deferred income taxes (2,615) 14,620 Gains on sales of real estate owned 1,761 (8,868) Mortgage loans originated for sale (19,021,576) (45,460,356) Proceeds from sales of loans 22,937,175 44,972,644 Gains on sales of loans and servicing rights (257,244) (481,590) Increase in cash value of life insurance (87,734) (8,089) Increase in other assets (295,179) 22,135 Decrease in drafts payable (1,568,298) (1,374,584) Increase in other liabilities (1,272,064) (609,703) ------------ ------------ Net cash provided (used) by operating activities 2,817,444 (382,762) INVESTING ACTIVITIES Purchase of interest-bearing time deposits (1,199,000) -- Purchase of investment securities held to maturity (35,500,444) (24,887,939) Proceeds from maturity of securities held to maturity -- 5,000,000 Proceeds from calls of securities held to maturity 6,992,969 17,300,000 Principal collected on mortgage-backed securities held to maturity 3,076,979 4,510,268 Net change in loans (3,078,562) 27,533,120 Premiums paid on life insurance (15,461,000) -- Proceeds from sale of real estate owned 73,954 123,823 Net purchases of premises and equipment (128,029) (96,430) Cash received in acquisition -- 11,345,702 Other investing activities (41,456) (4,866) ------------ ------------ Net cash provided (used) by investing activities (45,264,589) 40,823,678 FINANCING ACTIVITIES Net change in demand and passbook deposits 6,089,108 8,203,744 Net change in certificates of deposit (4,473,322) (32,170,124) Advances from Federal Home Loan Bank 12,500,000 4,000,000 Repayment of Federal Home Loan Bank advances (2,534,413) (7,237,769) Proceeds from exercise of stock options 66,937 302,843 Purchase of common stock (2,047,470) -- Cash dividends paid (1,050,500) (1,037,587) ------------ ------------ Net cash used by financing activities 8,550,340 (27,938,893) ------------ ------------ Increase (decrease) in cash and cash equivalents (33,896,805) 12,502,023 Cash and cash equivalents at beginning of year 45,551,237 15,209,080 ------------ ------------ Cash and cash equivalents at end of period $ 11,654,432 $ 27,711,103 ============ ============ Supplemental information: Interest paid $ 7,772,312 $ 6,245,352 Income taxes paid 1,120,000 1,260,000 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, 1999, and the results of operations and changes in cash flows for the three-month and six-month periods ended June 30, 1999 and 1998. 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, 1998. NOTE B - - SHAREHOLDERS' EQUITY On May 20, 1999, the Board of Directors declared a quarterly cash dividend of $.15 per share. This dividend, totaling $509,324, was accrued for payment to shareholders of record on June 11, 1999, and was paid on July 2, 1999. During the six months ended June 30, 1999, 6,810 new shares were issued from exercise of stock options and total equity was increased by $66,937 due to cash proceeds and tax benefits from these stock option exercises. The Company repurchased 127,620 shares of its common stock on the market during the first six months of 1999 for a total of $2,047,470. The price of stock repurchased ranged from $15.675 to $17.00 per share. Earnings per share were computed as follows: Three Months Ended June 30, --------------------------- 1999 1998 - ------------------------------------------------------------------------------------ Weighted Per Weighted Per Average Share Average Share Income Shares Amount Income Shares Amount - ------------------------------------------------------------------------------------ Basic Earnings per Share: Income available to Common shareholders $860,850 3,419,487 $.25 $914,572 3,577,664 $ .26 Effect of dilutive stock options -- 26,179 -- 55,381 - ------------------------------------------------------------------------------------ Diluted Earnings Per Share: Income available to common shareholders and assumed conversions $860,850 3,445,666 $.25 $914,572 3,633,045 $ .25 - ------------------------------------------------------------------------------------ Six Months Ended June 30, --------------------------- 1999 1998 - ------------------------------------------------------------------------------------ Weighted Per Weighted Per Average Share Average Share Income Shares Amount Income Shares Amount - ------------------------------------------------------------------------------------ Basic Earnings per Share: Income available to Common shareholders $1,658,256 3,454,866 $.48 $1,943,491 3,572,392 $.55 Effect of dilutive stock options -- 29,844 -- 57,216 Diluted Earnings Per Share: - ------------------------------------------------------------------------------------ Income available to common shareholders and assumed conversions $1,658,256 3,484,710 $.48 $1,943,491 3,629,608 $.53 - ------------------------------------------------------------------------------------ 6 NOTE C - - RECLASSIFICATIONS Certain reclassifications of 1998 amounts have been made to conform to the 1999 presentation. 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 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 an relative amounts of interest- earning assets and interest-bearing liabilities. RESULTS OF OPERATIONS - --------------------- During the first six months of 1999, 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. During the latter part of the second quarter, the interest rates on mortgage loans increased and the Company has seen a return to a preference for variable rate loans by our customers, and these loans are retained in portfolio. Also retained in portfolio are the fifteen or less year fixed rate mortgage loans and thirty year fixed rate jumbo loans. The Company has also been successful in increasing the volume of new commercial loans with the outstanding portfolio increasing by over five million dollars during the first six months of 1999. The loans outstanding increased $3,011,859 and 1.14% to $266,109,279 during the six months from $263,097,420 at December 31, 1998. This increase is lower than the commercial loan increase due to having to overcome a decrease of $5,449,600 in all categories of outstanding loans during the first quarter of 1999. The mortgage loans held for sale decreased to $529,500 at June 30, 1999, from $4,181,256 at December 31, 7 1998, but these are loans that have been committed to be sold to the secondary market but had not been delivered as of the end of the period. Sales of loans to the secondary market significantly decreased to $22,937,175 during the first six months of 1999 compared to $44,972,644 during the same period in 1998. This is only 50.59% of the 1998 volume of loans sold and had a significant effect on other income by the reduction of the gain on sale of loans. 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 during the second quarter of 1999 compared to the same period in 1998. This increase is due to the interest yield reduction of .39% on interest-earning average assets for the second quarter being more than offset by the .42% reduction in cost on interest-bearing average liabilities for the second quarter. This reduction of the cost of liabilities has resulted from decreased rates on the Federal Home Loan Bank borrowings and deposit costs during the second quarter of 1999 compared to second quarter 1998. This same explanation can be made for the first six months of 1999 compared to the first six months of 1998, when interest spread increased. The yield on average earning assets decreased .39% during the first half of 1999 while the yield on average interest bearing liabilities decreased .41%. The following table summarizes the Company's average net interest-earning assets and interest-bearing liabilities with the accompanying average rates for the second quarter and first six months of 1999 and 1998: Three Months Ended Six Months Ended ------------------ ---------------- June 30, June 30, ------------------ ---------------- 1999 1998 1999 1998 ------- ------- ------ ------ (Dollars in Thousands) --------------------- Interest-earning assets $378,390 $362,422 $380,518 $366,899 Interest-bearing liabilities 337,498 316,905 336,484 319,529 -------- -------- -------- -------- Net interest-earning assets $ 40,892 $ 45,517 $ 44,034 $ 47,370 -------- -------- -------- -------- Average yield on: Interest-earning assets 7.30% 7.69% 7.30% 7.69% Interest-bearing liabilities 4.52 4.94 4.58 4.99 ---- ---- ---- ---- Net interest spread 2.78% 2.75% 2.72% 2.70% ---- ---- ---- ---- Net interest income for the second quarter 1999 was $3,080,237 and was $33,037 and 1.08% more than $3,047,200 during the second quarter of 1998. Net interest income for the first six months of 1999 was $6,065,316 and was $39,858 and .65% more than $6,092,958 during the first six months of 1998. This increase in net interest income for the six months is due to lower interest income being more than offset by lower interest expense. The $234,000 decrease in interest income on earning assets is a combination of an increase of $170,000 because of the volume mix of average outstanding interest-bearing assets offset by a decrease of $404,000 due to rate decreases on average interest-earning assets. The $274,000 decrease in interest expense is a combination of an increase of $424,000 because of higher outstanding average interest-bearing liabilities offset by a $698,000 reduction in costs due to lower rates on interest-bearing liabilities. The net interest margin ratio, which is net income divided by average earning assets, decreased to 3.27% for the second quarter 1999 compared to 3.37% for the second quarter of 1998. This same ratio for the six months ended June 30, 1999, decreased to 3.25% from 3.35% for the same period in 1998. 7 The provision for loan losses was $30,000 during the second quarter of 1999 compared to $36,000 during the same period in 1998. The provision for loan losses for the six months ended June 30, 1999, was $67,500 compared to $72,000 for the first six months of 1998. Net charge-offs for the first six months of 1999 and 1998 were $25,312 and $84,068, respectively. The following table summarizes the Company's non-performing assets at: June 30, December 31, June 30, 1999 1998 1998 ---- ---- ---- (Dollars in Thousands) ---------------------- Loans: Non-accrual $ 828 $ 745 $ 731 Over 90 days delinquent 152 40 237 Trouble debt restructured 805 914 971 Real estate owned 56 96 154 ------ ------ ------ Total $1,841 $1,795 $2,093 ------ ------ ------ 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 .50%, .49% and .43% at June 30, 1999, December 31, 1998 and June 30, 1998, respectively. Through June 30, 1999, $7,500 has also been charged directly to the reduction of real estate owned. Total other income for the second quarter of 1999 decreased $52,650 and 6.39% to $771,255 from $823,905 in the same period during 1998. Total other income for the six months ended June 30, 1999, was down $98,017 and 5.94% to $1,551,363 from $1,649,380 during the first six months of 1998. As noted earlier, sales of loans to the secondary market reduced dramatically in 1999 compared to 1998 and gains on sales of loans and servicing rights during the second quarter of 1999 decreased $59,298 and 27.77% to $154,245 from $213,543 during the same period in 1998. This gain in 1999 also included a gain of $59,450 on the sale of $19,572,000 of loan servicing compared to none in 1998. Actual gain on loan sales decreased $118,748 in the second quarter of 1999 compared to the second quarter of 1998. Gains on sales of loans and servicing rights decreased $164,896 and 32.24% during the six months ended June 30, 1999, to $316,694 from $481,590 during the same period in 1998. Brokerage and insurance commissions decreased $7,797 and 1.17% due to lower loan demand and a loss from an unconsolidated investment increased $56,798 and 63.11%. Gains for the six months were noted in net loans serving increasing $16,390 and 15.97%, other fees and servicing increasing $58,225 and 14.56% and other income, mostly due to new investments in bank owned officer life insurance (BOLI), increasing $56,859 and 64.81%. Total other expense increased $179,717 and 7.54% during the second quarter of 1999 to $2,560,886 from $2,381,169 during the same period in 1998 and increased $493,452 and 10.61% to $5,144,272 during the first six months of 1999 from $4,650,820 during the first six months of 1998. The salary and employee benefits expense increased $187,485 and 14.39% during the second quarter of 1999 to $1,490,497 from $1,303,012 during the same period in 1998. Salary expense for the first six months of 1999 increased $380,603 and 14.87% to $2,940,103 from $2,559,500 during the same period in 1998. These increases are mostly due to the addition of one new branch for four extra months in 1999 and two new branches for six extra months in 1999 compared to 1998 and to the addition of personnel to meet our initiative for commercial loans and another title insurance branch location. The data processing expense decreased $79,247 and 55.65% during the second quarter of 1999 to $63,150 from $142,397 during the same period in 1998. Data processing expense decreased $75,424 and 34.50% to $143,211 for the six months ended June 30, 1999, compared to $218,635 during the same period in 1998. The data processing operations of our Ohio bank subsidiary 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, and has provided for reduced expenses during 1999. The increase in goodwill expense to $94,960 during the first six months of 1999 compared to $48,168 during the same period in 8 1998 is due to increased amortization related to the new branches purchased. The efficiency ratio, which is other expense (not including amortization of goodwill) divided by net interest income before the provision for loan losses plus other income, decreased to 65.71% during the six months of 1998 from 59.45% during the same period in 1998. FINANCIAL CONDITION - ------------------- The Company's principal sources of funds are cash generated from operations, deposits, loan principal repayments and advances from the Federal Home Loan Bank ("FHLB"). As of June 30, 1999, the Company's cash and interest-bearing demand deposits totaled $11,654,432 and 2.82% of total assets. This compares with $45,551,237 and 11.23% of total assets at December 31, 1998. The Company's banking subsidiaries, Ameriana Bank of Indiana ("ABI") and Ameriana Bank of Ohio ("ABO") have regulatory liquidity ratios at June 30, 1999, of 28.04% and 15.55%, respectively, which exceeds the 4.0% liquidity base set by the Office of Thrift Supervision ("OTS"). Investments have increased $28,534,898 and 55.32% to $80,115,975 during 1999 due to loan volume being down and cash flows being put into investments. Both banks also currently employ the strategy to increase interest income through the purchase of investments with the proceeds of advances from the FHLB and/or from public deposits purchased from local municipalities. These arbitrages are implemented when investment rates are sufficient to provide an adequate spread to the borrowing costs. The cash value of life insurance has also increased $15,548,734 during 1999 after the Company implemented the use of life insurance products to fund retirement benefits for certain key employees and directors and for investment in bank owned life insurance (BOLI) on other employees. These BOLI policies are being used to offset the future costs of providing these employees with fringe benefits and all life insurance policies earn tax free interest income. 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, 1999, was $13,997,000 and $3,599,000, respectively. At June 30, 1999, ABI had total risk based capital of $31,577,000 and ABO had $8,436,000. At June 30, 1999, the Company's commitments for loans in process totaled $18,401,000, with more than 95% being for real estate secured loans. Management believes the Company's liquidity and other sources of funds will be sufficient to fund all outstanding commitments and other cash needs. ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT INTEREST RATE 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 interest 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 well as cash flows from off-balance sheet contracts. Assets and liabilities are managed within the context of the marketplace, 9 regulatory limitations and within its limits on the amount of change in NPV, which is acceptable given certain interest rate changes. The Office of Thrift Supervision ("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 voluntarily. 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 the 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 on the Thrift Financial Report filed two quarters earlier. 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, 1999, 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, 1999. Management believes there has been no significant change in the interest rate risk measures since March 31, 1999, for either ABO or ABI. Presented below, as of March 31, 1999, 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 300 basis points. At September 30, 1998, 2% of the present value of ABO's assts was $1.933 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 $1.585 million at March 31, 1999, ABO would not have been required to make a capital deduction. - ---------------------------------------------------------------------------------------- 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) - ---------------------------------------------------------------------------------------- +300 bp 10,062 -2,753 -21% 11.69% -215 bp +200 bp 11,230 -1,585 -12% 12.70% -114 bp +100 bp 12,175 -640 -5% 13.44% -40 bp 0 bp 12,815 13.84% - -100 bp 13,408 593 +5% 14.17% +33 bp - -200 bp 14,215 1,400 +11% 14.66% +82 bp - -300 bp 15,445 2,630 +21% 15.48 +164 bp * basis points 10 Also presented below, as of March 31, 1999, 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 and down 300 basis points. At September 30, 1998, 2% of the present value of ABI's assets was $6.204 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 $10.439 million at March 31, 1999, ABI would have been required to make a $2.118 million deduction from its total capital available to calculate its risk based capital requirement. This reduction in capital would reduce ABI's risk- based capital ratio to 19.82% from 21.15%, which is still far in excess of the required risk-based capital ratio of 8.0%. - ---------------------------------------------------------------------------------------- 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) - ---------------------------------------------------------------------------------------- +300 bp 28,851 -16,148 -36% 9.47% -433 bp +200 bp 34,560 -10,439 -23% 11.08% -273 bp +100 bp 39,949 - 5,050 -11% 12.52% -129 bp 0 bp 44,999 13.81% - -100 bp 50,570 5,572 +12% 15.17% +136 bp - -200 bp 56,865 11,866 +26% 16.64% +283 bp - -300 bp 64,420 19,422 +43% 18.33% +453 bp basis points As with any method of measuring interest rate risk, certain shortcomings are inherent in the methods 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. 11 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. Computer chips that do not properly recognize such information could generate erroneous data or cause a system to fail. The Company has developed an extensive Year 2000 Compliance Plan. The Company has completed the assessment process of all its business processes to make a determination of areas that could be affected by the Year 2000 problem. The review included all hardware, software and any interaction with third party vendors. The Company has completed the testing of all on-site hardware and software. In addition, the Company has tested the interfaces and communications with third party vendors with which it conducts business through automated or computerized processes. All tests indicated readiness for the Year 2000. The Company believes that its assessment, remediation and testing of all of its hardware, software and processes have adequately addressed all Year 2000 issues. The Company has, however, developed, and will continue to modify, a Business Resumption Plan ("Plan"). The Plan attempts to anticipate all scenarios of failure, either in our own systems or the failure of an organization on which the Company is dependent for services. The Plan creates alternate plans to conduct business in the event of any system failure. The Company has committed a great deal of management time in creating and implementing its Year 2000 Compliance Plan. To date the Company has not incurred a significant amount of external costs in the remediation and replacement of existing systems and did not track internal personnel costs associated with the Year 2000 work. Management believes that expenses associated with the Year 2000 compliance have not, nor are they expected to have, a material impact on the Company's net income. 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). 12 PART II - OTHER INFORMATION 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, 1998. 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 20, 1999, the Company held its 1999 annual meeting of shareholders. A total of 2,922,037 shares, or 84.4% of the Company's shares outstanding, were represented at the meeting either in person or by proxy. Three Directors were nominated by the Company's Board of Directors to serve new three-year terms expiring in 2002. The nominees and the voting results for each are listed below: For Withheld --------- -------- Harry J. Bailey 2,790,210 131,827 Charles M. Drackett, Jr. 2,908,359 13,678 Ronald R. Pritzke 2,909,173 12,864 The following Directors, whose three year terms of service have not expired, continue as Directors of the Company: R. Scott Hayes, Michael E. Kent, Donald C. Danielson and Paul W. Prior The Shareholders ratified the appointment of Olive LLP as auditors for the Company for the fiscal year ended December 31, 1999. A total of 2,909,961 shares voted in favor of this proposal, 8,773 shares voted against the proposal and 9,303 shares abstained from voting on the proposal. ITEM 5 - Other Information ----------------- Not Applicable ITEM 6 - Exhibits and Reports on Form 8-K -------------------------------- Not Applicable 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 6, 1999 /s/ Harry J. Bailey -------------- ------------------- Harry J. Bailey President and Chief Executive Officer (Duly Authorized Representative) DATE: August 6, 1999 /s/ Richard E. Welling -------------- ---------------------- Richard E. Welling Senior Vice President- Treasurer (Principal Financial Officer and Accounting Officer)