-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NEMRNA0mV7chJG8qwfeM5/4X/9vMYxLouhf21aXVt9I3fogztW+d6jxZG1Oup8O+ a+5gTYtd8GSVE+02WpnUCg== 0001000301-99-000007.txt : 19990816 0001000301-99-000007.hdr.sgml : 19990816 ACCESSION NUMBER: 0001000301-99-000007 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMBANC HOLDING CO INC CENTRAL INDEX KEY: 0001000301 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 141783770 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-27036 FILM NUMBER: 99689656 BUSINESS ADDRESS: STREET 1: 11 DIVISION ST CITY: AMSTERDAM STATE: NY ZIP: 12010 BUSINESS PHONE: 5188427200 MAIL ADDRESS: STREET 1: PO BOX 669 CITY: AMSTERDAM STATE: NY ZIP: 12010 10-Q 1 FOR THE SIX MONTHS ENDED 6/30/99 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT 1934. For the quarterly period ended June 30, 1999 -------------- or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from to . ----------- ----------- Commission File Number: 0-27036 ------- Ambanc Holding Co., Inc. ----------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 14-1783770 - ------------------------------------- -------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 11 Division Street, Amsterdam, New York 12010-4303 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (518)842-7200 ----------------------- 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. [X] Yes [ ] No Indicate the number of shares outstanding of each of the issuer's class of common stock, as of the latest practicable date. Class Outstanding at August 13, 1999 - ----------------------------- ----------------------------------- Common Stock, $.01 Par Value 5,155,060 AMBANC HOLDING CO., INC. AND SUBSIDIARIES FORM 10-Q June 30, 1999 Table of Contents Part I. FINANCIAL INFORMATION Item 1. Consolidated Interim Financial Statements (unaudited): Consolidated Interim Statements of Financial Condition at June 30, 1999 and December 31, 1998........................... 3 Consolidated Interim Statements of Income for the three months and six months ended June 30, 1999 and 1998................... 4 Consolidated Interim Statements of Cash Flows for the six months ended June 30, 1999 and 1998........................... 5 Notes to Unaudited Interim Consolidated Financial Statements... 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.......................................9 Item 3. Quantitative and Qualitative Disclosures About Market Risk.....26 Part II. OTHER INFORMATION..................................................26 Item 6. Exhibits and Reports on Form 8-K...................................26 SIGNATURES....................................................................27 EXHIBITS INDEX................................................................28 Part I. Financial Information Item 1. Financial Statements AMBANC HOLDING CO., INC. AND SUBSIDIARIES Consolidated Interim Statements of Financial Condition (unaudited) (dollars in thousands, except per share amounts) June 30, Dec. 31, 1999 1998 --------- --------- Assets Cash and due from banks ............................... $ 12,825 $ 9,225 Interest-bearing deposits ............................. 1,114 3,390 Federal funds sold .................................... 4,900 30,200 --------- --------- Cash and cash equivalents ........................ 18,839 42,815 --------- --------- Securities available for sale, at fair value .......... 235,610 244,241 Federal Home Loan Bank of New York stock, at cost ..... 7,215 7,215 Loans receivable, net of unamortized fees and costs.... 434,750 425,824 Allowance for loan losses ........................ (5,352) (4,891) --------- --------- Loans receivable, net ............................ 429,398 420,933 --------- --------- Accrued interest receivable ........................... 4,316 4,115 Premises and equipment, net ........................... 4,879 4,537 Real estate owned and repossessed assets .............. 210 399 Goodwill .............................................. 7,657 7,923 Other assets .......................................... 5,605 3,294 --------- --------- Total assets ..................................... $ 713,729 $735,472 ========= ========= Liabilities and Shareholders' Equity Liabilities: Deposits ........................................... $ 460,166 $461,413 Federal Home Loan Bank term advances ............... 21,188 21,410 Securities sold under agreements to repurchase ..... 138,000 152,400 Advances from borrowers for taxes and insurance .... 3,522 2,436 Accrued interest payable ........................... 1,292 1,426 Accrued expenses and other liabilities ............. 5,886 4,494 Due to brokers ..................................... 1,000 6,000 --------- --------- Total liabilities ................................ 631,054 649,579 --------- --------- Shareholders' equity: Preferred stock $.01 par value. Authorized 5,000,000 shares; none outstanding at June 30, 1999 and December 31, 1998 ................................. -- -- Common stock $.01 par value. Authorized 15,000,000 shares; 5,432,371 shares issued at June 30, 1999 and December 31, 1998 ........................ 54 54 Additional paid in capital ......................... 63,239 63,019 Retained earnings,substantially restricted ......... 27,666 26,356 Treasury Stock, at cost (105,811 shares at June 30, 1999 and 23,908 shares at December 31, 1998) .... (1,672) (329) Unallocated common stock held by ESOP .............. (2,583) (2,818) Unearned RRP shares issued ......................... (664) (759) Accumulated other comprehensive (loss) income ...... (3,365) 370 --------- --------- Total shareholders' equity ....................... 82,675 85,893 --------- --------- Total liabilities and shareholders' equity ....... $ 713,729 $735,472 ========= ========= See accompanying notes to unaudited interim consolidated financial statements. 3 AMBANC HOLDING CO., INC. AND SUBSIDIARIES Consolidated Interim Statements of Income (unaudited) (dollars in thousands, except per share amounts)
Six Months Three months Ended June 30, Ended June 30, 1999 1998 1999 1998 ------ ------ ------ ------ Interest and dividend income: Loans ................................................ 15,620 $ 11,152 $ 7,839 $ 5,646 Securities available for sale ........................ 7,658 6,733 3,866 3,328 Federal Funds sold and interest-bearing deposits...... 402 90 130 55 Federal Home Loan Bank stock ......................... 241 129 122 66 -------- -------- -------- -------- Total interest and dividend income.................. 23,921 18,104 11,957 9,095 -------- -------- -------- -------- Interest Expense: Deposits ............................................. 8,402 6,804 4,190 3,338 Borrowings ........................................... 4,620 3,590 2,261 1,909 -------- -------- -------- -------- Total interest expense ............................. 13,022 10,394 6,451 5,247 -------- -------- -------- -------- Net interest income ................................ 10,899 7,710 5,506 3,848 Provision for loan losses ............................... 495 450 240 225 -------- -------- -------- -------- Net interest income after provision for loan losses .................................. 10,404 7,260 5,266 3,623 -------- -------- -------- -------- Non-interest income: Service charges on deposit accounts .................. 683 464 350 252 Net losses on securities transactions ................ -- (105) -- (112) Other ................................................ 179 174 88 68 -------- -------- -------- -------- Total non-interest income .......................... 862 533 438 208 -------- -------- -------- -------- Non-interest expense: Salaries, wages and benefits ......................... 3,728 3,155 1,904 1,570 Non-recurring termination benefits ................... -- 399 -- 399 Occupancy and equipment .............................. 1,184 811 555 398 Data processing ...................................... 626 613 391 304 Correspondent bank processing fees ................... 109 67 55 37 Real estate owned and repossessed assets expenses, net 20 21 (6) 13 Professional fees .................................... 176 360 88 222 Amortization of goodwill ............................. 266 -- 133 -- Other ................................................ 1,473 1,390 716 719 -------- -------- -------- -------- Total non-interest expenses ........................ 7,582 6,816 3,836 3,662 -------- -------- -------- -------- Income before taxes .................................... 3,684 977 1,868 169 Income tax expense ...................................... 1,557 434 776 72 -------- -------- -------- -------- Net income ......................................... 2,127 $ 543 $ 1,092 $ 97 -------- -------- -------- -------- Basic earnings per share $ 0.43 $ 0.14 $ 0.22 $ 0.03 Diluted earnings per share $ 0.42 $ 0.14 $ 0.22 $ 0.03
See accompanying notes to unaudited interim consolidated financial statements. 4 AMBANC HOLDING CO., INC. AND SUBSIDIARIES Consolidated Interim Statements of Cash Flows (unaudited) (dollars in thousands) Six months ended June 30, 1999 1998 -------- -------- Increase (decrease) in cash and cash equivalents: Cash flows from operating activities: Net income $2,127 $543 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 711 353 Provision for loan losses 495 450 Provision for losses and writedowns on real estate owned and repossessed assets 3 4 Net (gain) loss on sale of real estate owned and repossessed assets (6) 4 ESOP compensation expense 375 446 RRP expense 210 226 Net loss on sale securities transactions ---- 105 Net amortization of premium on securities 551 568 Increase in accrued interest receivable and other assets (3) (760) Increase in accrued interest payable, accrued expenses and other liabilities 1,258 558 ------------ ---------- Net cash provided by operating activities 5,721 2,497 ------------ ---------- Cash flows from investing activities: Proceeds from sales and redemptions of securities available for sale 10,500 94,126 Purchases of securities available for sale (53,140) (138,635) Proceeds from principal paydowns and maturities of securities available for sale 39,494 26,687 Purchase of FHLB stock ---- (1,149) Net increase in loans made to customers (9,023) (40,656) Purchases of premises and equipment (782) (92) Proceeds from sale of real estate owned and repossessed assets 254 207 ------------ ---------- Net cash used in investing activities (12,697) (59,512) ------------ ---------- (Continued) 5 AMBANC HOLDING CO., INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows, Continued (unaudited) (dollars in thousands) Six months ended June 30, 1999 1998 -------- -------- Cash flows from financing activities: Net decrease in deposits (1,247) (11,601) Net proceeds in FHLB overnight advances ---- 26,500 Repayment of FHLB term advances1 (222) ---- Proceeds from repurchase agreements ---- 44,320 Repayments of repurchase agreements (14,400) (2,600) Increase in advances from borrowers for taxes and insurance 1,086 598 Purchase of Treasury Stock (1,557) (3,976) Excercise of stock options 139 56 Dividends paid (799) (502) ------------ ---------- Net cash (used in) provided by financing activities (17,000) 52,795 ------------ ---------- Net decrease in cash and cash equivalents (23,976) (4,220) Cash and cash equivalents at beginning of period 42,815 10,259 ------------ ---------- Cash and cash equivalents at end of period $18,839 $6,039 ============ ========== Supplemental disclosures of cash flow information - cash paid during the year for: Interest $13,157 $10,432 ============ ========== Income Taxes $1,167 $838 ============ ========== Noncash investing and financing activities: Net transfer of loans to real estate owned and repossessed assets $62 $135 ============ ========== Increase in amounts due to brokers from purchases of securities available for sale $1,000 ---- ============ ========== Adjustment of securities available for sale to fair value, net of tax ($3,735) $299 ============ ========== Tax benefit related to vested RRP shares $21 $76 ============ ========== See accompanying notes to unaudited interim consolidated financial statements. 6 NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (1) In management's opinion, the financial information, which is unaudited, reflects all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of the financial information as of and for the three month and six month periods ended June 30, 1999 and 1998 in conformity with generally accepted accounting principles. These consolidated financial statements should be read in conjunction with Ambanc Holding Co., Inc.'s ("the Company" herein) 1998 Annual Report on Form 10-K. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full fiscal year ended December 31, 1999. (2) Amounts in the prior periods' consolidated interim financial statements are reclassified whenever necessary to conform to current period presentations. (3) Earnings per Share Basic earnings per share excludes dilution and is calculated by dividing net income available to common shareholders by the weighted average number of shares outstanding during the period. Unallocated ESOP shares are not considered outstanding for purposes of computing earnings per share. Shares of restricted stock are considered outstanding common shares and included in the computation of basic EPS when they become fully vested. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock (such as the Company's stock options and unvested RRP shares) were exercised into common stock or resulted in the issuance of common stock. The calculation of basic earnings per share (basic EPS) and diluted earnings per share (diluted EPS) is as follows: Weighted Net Average Per Share Income Shares Amount ------------ ---------- --------- For the six months ended June 30, 1999 Basic EPS Net Income available to common shareholders $2,127 5,001,220 $0.43 ====== ===== Effect of Dilutive Securities: Stock Options 39,978 Unvested RRP shares 18,203 --------- Diluted EPS Net Income available to common shareholders plus assumed conversions $2,127 5,059,401 $0.42 ====== ========= ===== For the six months ended June 30, 1998 Basic EPS Net Income available to common shareholders $543 3,793,648 $0.14 ====== ===== Effect of Dilutive Securities: Stock Options 66,709 Unvested RRP shares 34,351 --------- Diluted EPS Net Income available to common shareholders plus assumed conversions $543 3,894,708 $0.14 ====== ========= ===== 7 For the quarter ended June 30, 1999 Basic EPS Net Income available to common shareholders $1,092 4,993,494 $0.22 ====== ===== Effect of Dilutive Securities: Stock Options 48,352 Unvested RRP shares 16,204 --------- Diluted EPS Net Income available to common shareholders plus assumed conversions $1,092 5,058,050 $0.22 ====== ========= ===== For the quarter ended June 30, 1998 Basic EPS Net Income available to common shareholders $ 97 3,759,045 $0.03 ====== ===== Effect of Dilutive Securities: Stock Options 70,918 Unvested RRP shares 31,933 --------- Diluted EPS Net Income available to common shareholders plus assumed conversions $ 97 3,861,896 $0.03 ====== ========= ===== (4) Comprehensive Income The Company has adopted SFAS No. 130, "Reporting Comprehensive Income," which establishes standards for the reporting and display of comprehensive income and its components in financial statements. Comprehensive income represents the sum of net income and items of "other comprehensive income," which are reported directly in shareholders' equity, net of tax, such as the change in the net unrealized gain or loss on securities available for sale. While SFAS No. 130 does not require a specific reporting format, it does require that an enterprise display an amount representing total comprehensive income for each period for which an income statement is presented. Accumulated other comprehensive income, which is included in shareholders' equity, net of tax, represents the net unrealized gain or loss on securities available for sale. Comprehensive income (loss) for the six-month periods ended June 30, 1999 and 1998 was ($1.6) million and $842 thousand, respectively. Comprehensive income (loss) for the three-month periods June 30, 1999 and 1998 was ($2.1) million and $491 thousand, respectively. 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General Ambanc Holding Co., Inc. ("Ambanc" or the "Company") is a savings and loan holding company. Ambanc was formed as a Delaware corporation to act as the holding company for the former Amsterdam Savings Bank, FSB (now known as Mohawk Community Bank) upon the completion of Amsterdam Savings Bank's conversion from the mutual to stock form on December 26, 1995 (the "Conversion"). On November 16, 1998, the Company acquired AFSALA Bancorp, Inc. ("AFSALA") and its wholly owned subsidiary, Amsterdam Federal Bank. Pursuant to the merger agreement, AFSALA was merged with and into Ambanc Holding Co., Inc., and Amsterdam Federal Bank was merged with and into the former Amsterdam Savings Bank, FSB. The combined bank now operates as one institution under the name "Mohawk Community Bank" (the "Bank"). See "Acquisition of AFSALA Bancorp, Inc." The Bank's results of operations are primarily dependent on its net interest income, which is the difference between the interest and dividend income earned on its assets, primarily loans and securities, and the interest expense on its liabilities, primarily deposits and borrowings. Net interest income may be affected significantly by general economic and competitive conditions and policies of regulatory agencies, particularly those with respect to market interest rates. The results of operations are also significantly influenced by the level of non-interest expenses, such as employee salaries and benefits, other income, such as fees on deposit-related services, and the provision for loan losses. The Bank has been, and intends to continue to be, a community-oriented financial institution offering a variety of financial services. Management's strategy has been to try to achieve a high loan to asset ratio with emphasis on originating traditional one- to four-family residential mortgage and home equity loans in its primary market area. At June 30, 1999, the loan receivable, net, to assets ratio was 60.2%, up from 57.2% at December 31, 1998. In addition, the portfolio of loans secured by one- to four-family residential mortgage and home equity loans as a percentage of the total loan portfolio was 86.6% at June 30, 1999, up from 84.3% at December 31, 1998. Forward-Looking Statements When used in this Form 10-Q, in future filings by the Company with the Securities and Exchange Commission, in the Company's press releases or other public or shareholder communications, and in oral statements made with the approval of an authorized executive officer, the words or phrases "will likely result", "are expected to", "will continue", "is anticipated", "estimate", "project" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and those presently anticipated or projected, including, but not limited to, changes in economic conditions in the Company's market area, changes in policies by 9 regulatory agencies, fluctuations in interest rates, demand for loans in the Company's market area and competition, the possibility that expected cost savings from the merger with AFSALA cannot be fully realized or realized within the expected time frame, the possibility that costs or difficulties related to the intergration of the businesses of the Company and AFSALA may be greater than expected and the possibility that revenues following the merger with AFSALA may be greater than expected. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company wishes to advice readers that the factors listed above could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not undertake - and specifically disclaim any obligation - to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. Acquisition Of AFSALA Bancorp, Inc. On November 16, 1998, the Company acquired AFSALA Bancorp, Inc. and its wholly owned subsidiary, Amsterdam Federal Bank. At the date of the merger, AFSALA had approximately $167.1 million in assets, $144.1 million in deposits, and $19.2 million in shareholders' equity. Pursuant to the merger agreement, AFSALA was merged with and into Ambanc Holding Co., Inc., and Amsterdam Federal Bank was merged with and into the former Amsterdam Savings Bank, FSB. The combined bank now operates as one institution under the name "Mohawk Community Bank" . Upon consummation of the merger, each share of AFSALA common stock was converted into the right to receive 1.07 shares of Ambanc common stock. Based on the 1,249,727 shares of AFSALA common stock issued and outstanding immediately prior to the merger, the Company issued 1,337,207 shares of common stock in the merger. Of the 1,337,207 shares issued in the merger, 1,327,086 were issued from the Company's treasury stock and 10,121 were newly-issued shares. In addition, under the merger agreement, the Company assumed unexercised, fully-vested options to purchase 144,118 shares of AFSALA common stock which converted into fully-vested options to purchase 154,206 shares of Ambanc common stock. The acquisition was accounted for using purchase accounting in accordance with APB Opinion No. 16, "Business Combinations" (APB No. 16). Under purchase accounting, the purchase price is allocated to the respective assets acquired and liabilities assumed based on their estimated fair values. The acquisition of AFSALA resulted in approximately $8.0 million in excess of cost over net assets acquired ("goodwill"). Goodwill is being amortized to expense over a period of fifteen years using the straight-line method. The results of operations of AFSALA have been included in the Company's consolidated statement of income from the date of acquisition. Financial Condition Comparison of Financial Condition at June 30, 1999 and December 31, 1998. Total assets decreased by $21.7 million or 3.0% to $713.7 million at June 30, 1999 from $735.5 million at December 31, 1998, primarily due to decreases in cash and cash equivalents and securities available for sale of $24.0 million and $8.6 million, respectively, offset by increases in loans receivable, net and other assets of $8.5 million and $2.3 million, respectively. 10 Cash and cash equivalents decreased $24.0 million, or 56.0% to $18.8 million at June 30, 1999 from $42.8 million at December 31, 1998. Likewise, securities available for sale decreased $8.6 million, or 3.5%, to $235.6 million at June 30, 1999 from $244.2 million at December 31, 1998 resulting primarily from the maturities and calls of securities. Loans receivable, net increased $8.5 million from $420.9 million at December 31, 1998, to $429.4 million at June 30, 1999, an increase of 2.0% due to increased loan activity primarily in residential mortgage and home equity loans. In addition, other assets increased $2.3 million, or 70.2%, to $5.6 million at June 30, 1999, due primarily to the deferred tax consequences related to the adjustment of securities available for sale to fair value. Deposits decreased by $1.2 million, or 0.3%, to $460.2 million at June 30, 1999 from $461.4 million at December 31, 1998. Likewise, borrowed funds decreased $14.6 million, or 8.4%, to $159.2 million at June 30, 1999 from $173.8 million at December 31, 1998, due to the maturity of repurchase agreements. Also, due to brokers decreased $5.0 million to $1.0 million at June 30, 1999, resulting from the payment of amounts due to brokers from purchases of securities outstanding on December 31, 1998. However, accrued expenses and other liabilities increased $1.4 million, or 31.0%, to $5.9 million at June 30, 1999. This increase was the result of a change in processing whereby teller drafts and money orders are now drawn upon the Bank and ultimately paid through the Bank's Federal Reserve Bank correspondent account and are included in accrued expenses and other liabilities. Previously, these items were drawn against a correspondent bank account. Shareholders' equity decreased $3.2 million, or 3.7%, from $85.9 million at December 31, 1998 to $82.7 million at June 30, 1999, due primarily to the decrease in net unrealized gain or loss on securities available for sale, net of tax, of $3.7 million, in addition to, the purchases of treasury stock and the payment of cash dividends of $1.6 million and $800 thousand, respectively. These decreases were offset by net income of $2.1 million for the six months ended June 30, 1999. Other significant items impacting shareholders' equity during the first six months of 1999 were the release of 23,419 ESOP shares, and the continued amortization of the unearned RRP shares. Comparison of Operating Results for the Three Months Ended June 30, 1999 and 1998. Net Income. Net income for the three months ended June 30, 1999 was $1.1 million compared to $97 thousand for the three months ended June 30, 1998. Net income for the three months ended June 30, 1999 increased primarily as a result of increased net interest income and non-interest income, offset in part by an increase in non-interest expenses and provision for loan losses. As previously noted, on November 16, 1998, the Company acquired AFSALA Bancorp, Inc. and its wholly owned subsidiary, Amsterdam Federal Bank. Many of the fluctuations noted below, including increases in average balances and certain income and expenses, are the result of AFSALA's operations being included in the 1999 period but not in the 1998 period. These and other changes are discussed in more detail below. 11 Net Interest Income. Net interest income increased $1.7 million, or 43.1%, to $5.5 million for the three months ended June 30, 1999 from $3.8 million for the three months ended June 30, 1998. The increase in net interest income was primarily due to an increase of $188.8 million, or 37.2%, in the average balance of earning assets (primarily due to the acquisition of AFSALA), in addition to an increase in interest rate spread from 2.28% for the three months ended June 30, 1998 to 2.51% for the three months ended June 30, 1999, offset by an increase in the average balance of interest-bearing liabilities of $163.4 million (primarily due to the acquisition of AFSALA), or 38.2%. Earning assets primarily consist of loans receivable, securities available for sale, federal funds sold, FHLB of New York stock, and interest-bearing deposits. Interest-bearing liabilities primarily consist of interest-bearing deposits, FHLB advances and securities repurchase agreements. The interest rate spread, which is the difference between the yield on average earning assets and the cost of average interest-bearing liabilities, increased to 2.51% for the three months ended June 30, 1999 from 2.28% for the three months ended June 30, 1998. The increase in the interest rate spread is primarily the result of the decrease in the average cost of interest-bearing liabilities being greater than the decrease in the average yield on earning assets. Interest and Dividend Income. Interest and dividend income increased by approximately $2.9 million, or 31.5%, to $12.0 million for the three months ended June 30, 1999 from $9.1 million for the three months ended June 30, 1998. The increase was largely the result of an increase of $188.8 million, or 37.2%, in the average balance of earning assets to $695.9 million for the three months ended June 30, 1999, as compared to $507.1 million for the three months ended June 30, 1998. The increase in the average balance of earning assets consisted primarily of increases in the average balance of loans receivable of $135.6 million, or 46.2%, securities available for sale of $43.9 million, or 21.4%, FHLB of New York stock of $3.7 million, or 103.4 %, and federal funds sold and interest-bearing deposits of $5.6 million. Offsetting the effects of the increase in the average balance of earning assets was a 30 basis point decrease in the average yield on total earning assets. The yield on the average balance of earning assets was 6.89% and 7.19% for the three months ended June 30, 1999 and 1998, respectively. Interest and fees on loans increased $2.2 million, or 38.8%, to $7.8 million for the three months ended June 30, 1999. This increase was primarily the result of an increase in the average balance of loans receivable of $135.6 million offset by a 39 basis point decrease in the average yield. Interest and dividend income on securities available for sale increased $538 thousand, or 16.2%, to $3.9 million for the three months ended June 30, 1999 from $3.3 million for the same period of the previous year. This increase is primarily the result of an increase in the average balance of securities available for sale of $43.9 million offset by a 28 basis point decrease in the average yield on these securities. Interest Expense. Total interest expense increased by $1.2 million, or 22.9%, to $6.5 million for the three months ended June 30, 1999 from $5.2 million for the three months ended June 30, 1998. Total average interest-bearing liabilities increased by $163.4 million, or 38.2%, to $591.3 million for the second quarter of 1999 compared to $427.9 million for the same period of the previous year. During the same periods, the average rate paid on interest-bearing liabilities decreased by 54 basis points to 4.38% from 4.92%. 12 Total interest expense for the three months ended June 30, 1999 increased primarily due to an increase in the average balance of total borrowed funds to $166.0 million from $131.1 million, partially offset by a decrease of 38 basis points, to 5.46%, in the average rate paid for these funds during the period. In addition, interest expense relative to savings accounts, certificates of deposits, and money market accounts increased primarily as a result of increases in the average balances on these deposit accounts as a result of the acquisition of AFSALA. Consolidated Average Balances, Interest Rates & Yields The following table presents for the periods indicated the total dollar amount of interest and dividend income earned on average earning assets and the resultant yields, as well as the total dollar amount of interest expense incurred on average interest-bearing liabilities and the resultant rates. No tax equivalent adjustments were made. All average balances are daily average balances. Non-accruing loans have been included in the table as loans with interest earned on a cash basis only. Securities available for sale are included at amortized cost. 13
Three months ended June 30, 1999 1998 ------------------------------------ ------------------------------------- Average Interest Yield/ Average Interest Yield/ Balance Inc./Exp. Rate Balance Inc./Exp. Rate Earning Assets (Dollars in thousands) Loans receivable $429,013 $ 7,839 7.33% $293,388 $ 5,646 7.72% Securities available for sale 249,045 3,866 6.21% 205,109 3,328 6.49% Federal Home Loan Bank Stock 7,215 122 6.78% 3,548 66 7.46% Federal Funds Sold & interest-bearing deposits 10,648 130 4.83% 5,056 55 4.30% -------------- --------- -------- ------------ ---------- ---------- Total earning assets 695,921 11,957 6.89% 507,101 9,095 7.19% -------------- --------- -------- ------------ ---------- ---------- Allowance for Loan Losses (5,245) (4,000) Due from Brokers 1,912 16,726 Unrealized Gain/(Loss)-AFS Securities (311) (389) Other Assets 33,371 16,826 --------------- ------------ Total Assets $725,648 $536,264 =============== ============ Interest-Bearing Liabilities Savings deposits 140,076 1,015 2.91% 98,439 744 3.03% NOW deposits 36,967 155 1.68% 22,710 138 2.44% Certificates of deposit 225,599 2,808 4.99% 168,997 2,407 5.71% Money Market Accounts 22,637 212 3.76% 6,666 49 2.95% Borrowed Funds 165,982 2,261 5.46% 131,073 1,909 5.84% -------------- --------- -------- ------------ ---------- ---------- Total interest-bearing liabilities 591,261 6,451 4.38% 427,885 5,247 4.92% -------------- --------- -------- ------------ ----------- ---------- Demand Deposits 34,963 25,062 Other Liabilities 14,701 23,448 --------------- ------------ Total Liabilities 640,925 476,395 --------------- ------------ Shareholders' Equity 84,723 59,869 --------------- ------------ Total Liabilities & Equity $725,648 $536,264 =============== ============ Net interest income $ 5,506 $3,848 Interest rate spread 2.51% 2.28% Net earning assets $104,660 $79,216 Net interest margin 3.17% 3.04% Average Earning Assets/Average Interest-Bearing Liabilities 117.70% 118.51%
14 Provision for Loan Losses. The Company's provision for loan losses is based upon its analysis of the adequacy of the allowance for loan losses. The allowance is increased by a charge to the provision for loan losses, the amount of which depends upon an analysis of the changing risks inherent in the loan portfolio. Management determines the adequacy of the allowance for loan losses based upon its analysis of risk factors in the loan portfolio. This analysis includes evaluation of credit risk, historical loss experience, current economic conditions, estimated fair value of underlying collateral, delinquencies, and other factors. The ratio of non-performing loans to total loans increased to 0.73% at June 30, 1999 from 0.68% at December 31, 1998. Non-performing loans at June 30, 1999 were $3.2 million, or 9.7% greater than non-performing loans at December 31, 1998 of $2.9 million. The provision for loan losses for the three months ended June 30, 1999 increased $15 thousand to $240 thousand from $225 thousand for the three months ended June 30, 1998. Non-Interest Income. Total non-interest income increased by $230 thousand, or 110.6%, to $438 thousand for the three months ended June 30, 1999 from $208 thousand for the three months ended June 30, 1998 primarily due to the increase in service charges on deposit accounts attributable to the restructuring of service charges on certain deposit products, in addition to an increase in the number of deposit accounts due to the acquisition of AFSALA, coupled with net losses on securities transactions of $112 thousand during the quarter ended June 30, 1998. Non-Interest Expenses. Non-interest expenses increased $174 thousand, or 4.8%, to $3.8 million for the three months ended June 30, 1999 from $3.7 million for the three months ended June 30, 1998. Non-interest expenses were impacted by increased salaries, wages and benefits primarily due to the additional AFSALA branches acquired, in addition to the acceleration of depreciation and amortization of equipment and leasehold improvements, and the amortization of goodwill as a result of the acquisition of AFSALA. These and other changes are discussed in more detail below. Salaries, wages and benefits increased by $334 thousand, or 21.3%, due primarily to increased costs as a result of the acquisition of AFSALA, the opening of a new branch in February 1999, increased costs associated with the Company's ESOP, as well as general cost of living and merit raises to employees. Management believes that salaries, wages and benefits may fluctuate in future periods as a result of the costs related to the Company's ESOP, as the expense related to the ESOP is dependent on the Company's average stock price. Also impacting expenses during the quarter ended June 30, 1998 were costs incurred in connection with the termination and consulting agreements entered into with the former President and CEO totaling $399 thousand. Occupancy and equipment increased $157 thousand, or 39.4%, to $555 thousand for the three months ended June 30, 1999, from $398 thousand in 1998 primarily due to the acceleration of depreciation and amortization of equipment and leasehold improvements on a branch being closed as a result of the acquisition. In addition, rent and maintenance expense increased as a result of the opening of a new branch in February 1999 and the four additional AFSALA branches acquired. Data processing increased $87 thousand, or 28.6%, from $304 thousand in 1998 to $391 thousand for the three months ended June 30, 1999 primarily due to an increase in the number of deposit and loan accounts due to the acquisition of AFSALA. 15 Non-interest expenses for the three months ended June 30, 1999 included the amortization of goodwill totaling approximately $133 thousand, which is being amortized to expense over fifteen years using the straight-line method. Professional fees decreased $134 thousand, or 60.4%, from the quarter ended June 30, 1998 to the quarter ended June 30, 1999 due primarily to legal expenses incurred by the Company during the quarter ended June 30, 1998 to defend against litigation initiated by a shareholder totaling $159 thousand. Income Tax Expense. Income tax expense increased by $704 thousand to $776 thousand for the three months ended June 30, 1999 from $72 thousand for the three months ended June 30, 1998. The increase was primarily the result of the increase in income before taxes. Comparison of Operating Results for the Six Months Ended June 30, 1999 and 1998. Net Income. Net income increased by $1.6 million for the six months ended June 30, 1999 to $2.1 million from $543 thousand for the six months ended June 30, 1998. Net income for the six months ended June 30, 1999 increased primarily as a result of increased net interest income and non-interest income, offset in part by an increase in non-interest expenses and provision for loan losses. As previously noted, on November 16, 1998, the Company acquired AFSALA Bancorp, Inc. and its wholly owned subsidiary, Amsterdam Federal Bank. Many of the fluctuations noted below, including increases in average balances and certain income and expenses, are the result of AFSALA's operations being included in the 1999 period but not in the 1998 period. These and other changes are discussed in more detail below. Net Interest Income. Net interest income increased $3.2 million, or 41.4%, to $10.9 million for the six months ended June 30, 1999 from $7.7 million for the six months ended June 30, 1998. The increase in net interest income was primarily due to an increase of $198.4 million, or 39.7%, in the average balance of earning assets (primarily due to the acquisition of AFSALA), in addition to an increase in interest rate spread from 2.34% for the six months ended June 30, 1998 to 2.50% for the six months ended June 30, 1999, offset by an increase in the average balance of interest-bearing liabilities of $173.4 million (primarily due to the acquisition of AFSALA), or 41.0%. Interest and Dividend Income. Interest and dividend income increased by approximately $5.8 million, or 32.1%, to $23.9 million for the six months ended June 30, 1999 from $18.1 million for the six months ended June 30, 1998. The increase was largely the result of an increase of $198.4 million, or 39.7%, in the average balance of earning assets to $698.5 million for the six months ended June 30, 1999, as compared to $500.1 million for the six months ended June 30, 1998. The increase in the average balance of earning assets consisted primarily of increases in the average balance of loans receivable of $137.6 million, or 47.5%, securities available for sale of $44.0 million, or 21.7%, FHLB of New York stock of $3.7 million, or 106.6 %, and federal funds sold and interest-bearing deposits of $13.2 million. Offsetting the effects of the increase in the average balance of earning assets was a 39 basis point decrease in the average yield on total earning assets. The yield on the average balance of earning assets was 6.91% and 7.30% for the six months ended June 30, 1999 and 1998, respectively. 16 Interest and fees on loans increased $4.5 million, or 40.1%, to $15.6 million for the six months ended June 30, 1999. This increase was primarily the result of an increase in the average balance of net loans receivable of $137.6 million offset by a 39 basis point decrease in the average yield. Interest income on securities available for sale increased $925 thousand, or 13.7%, to $7.7 million for the six months ended June 30, 1999 from $6.7 million for the same period of the previous year. This increase is primarily the result of an increase in the average balance of securities available for sale of $44.0 million offset by a 44 basis point decrease in the average yield on these securities. Interest Expense. Total interest expense increased by $2.6 million, or 25.3%, to $13.0 million for the six months ended June 30, 1999 from $10.4 million for the six months ended June 30, 1998. Total average interest-bearing liabilities increased by $173.4 million, or 41.0%, to $595.9 million for the first six months of 1999 compared to $422.5 million for the same period of the previous year. During the same periods, the average rate paid on interest-bearing liabilities decreased by 55 basis points to 4.41% from 4.96%. Total interest expense for the six months ended June 30, 1999 increased primarily due to an increase in the average balance of total borrowed funds to $169.8 million from $121.7 million, partially offset by a decrease of 46 basis points, to 5.49%, in the average rate paid for these funds during the period. In addition, interest expense relative to savings, certificates of deposits, and money market accounts increased primarily as a result of increases in the average balances on these deposit accounts as a result of the acquisition of AFSALA. Consolidated Average Balances, Interest Rates & Yields The following table presents for the periods indicated the total dollar amount of interest and dividend income earned on average earning assets and the resultant yields, as well as the total dollar amount of interest expense incurred on average interest-bearing liabilities and the resultant rates. No tax equivalent adjustments were made. All average balances are daily average balances. Non-accruing loans have been included in the table as loans with interest earned on a cash basis only. Securities available for sale are included at amortized cost. 17
Six months ended June 30, 1999 1998 ------------------------------------ ------------------------------------- Average Interest Yield/ Average Interest Yield/ Balance Inc./Exp. Rate Balance Inc./Exp. Rate Earning Assets (Dollars in thousands) Loans receivable $427,099 $15,620 7.38% $289,526 $11,152 7.77% Securities available for sale 246,897 7,658 6.20% 202,932 6,733 6.64% Federal Home Loan Bank Stock 7,215 241 6.74% 3,493 129 7.45% Federal Funds Sold & interest-bearing deposits 17,279 402 4.63% 4,124 90 4.34% -------------- --------- -------- ------------ ---------- ---------- Total earning assets 698,490 23,921 6.91% 500,075 18,104 7.30% -------------- --------- -------- ------------ ---------- ---------- Allowance for Loan Losses (5,115) (3,938) Due from Brokers 1.216 9,281 Unrealized Gain/(Loss)-AFS Securities 20 (272) Other Assets 31,708 15,865 --------------- ------------ Total Assets $726,319 $521,011 =============== ============ Interest-Bearing Liabilities Savings deposits 139,457 2,007 2.90% 97,554 1,467 3.03% NOW deposits 37,369 299 1.61% 21,127 273 2.49% Certificates of deposit 226,665 5,670 5.04% 174,393 4,966 5.74% Money Market Accounts 22,520 426 3.81% 6,732 98 2.94% Borrowed Funds 169,843 4,620 5.49% 121,691 3,590 5.95% -------------- --------- -------- ------------ ---------- ---------- Total interest-bearing liabilities 595,854 13,022 4.41% 422,497 10,394 4.96% -------------- --------- -------- ------------ ----------- ---------- Demand Deposits 33,096 23,595 Other Liabilities 12,216 14,683 --------------- ------------ Total Liabilities 641,166 460,775 --------------- ------------ Shareholders' Equity 85,153 60,238 --------------- ------------ Total Liabilities & Equity $726,319 $521,011 =============== ============ Net interest income $10,899 $7,710 Interest rate spread 2.50% 2.34% Net earning assets $102,636 $77,578 Net interest margin 3.15% 3.11% Average Earning Assets/Average Interest-Bearing Liabilities 117.23% 118.36%
18 Provision for Loan Losses. The Company's provision for loan losses is based upon its analysis of the adequacy of the allowance for loan losses. The allowance is increased by a charge to the provision for loan losses, the amount of which depends upon an analysis of the changing risks inherent in the loan portfolio. Management determines the adequacy of the allowance for loan losses based upon its analysis of risk factors in the loan portfolio. This analysis includes evaluation of credit risk, historical loss experience, current economic conditions, estimated fair value of underlying collateral, delinquencies, and other factors. The ratio of non-performing loans to total loans increased to 0.73% at June 30, 1999 from 0.68% at December 31, 1998. Non-performing loans at June 30, 1999 were $3.2 million, or 9.7% greater than non-performing loans at December 31, 1998 of $2.9 million. The provision for loan losses for the six months ended June 30, 1999 increased $45 thousand to $495 thousand from $450 thousand for the six months ended June 30, 1998. Non-Interest Income. Total non-interest income increased during the six months ended June 30, 1999 to $862 thousand compared with $533 thousand for the six months ended June 30, 1998. An increase in service charges on deposit accounts of $219 thousand attributable to the restructuring of service charges on certain deposit products, in addition to an increase in the number of deposit accounts due to the acquisition of AFSALA along with net losses on securities transactions recorded during the first six months of 1998 of $105 thousand comprise the increase from the previous period. Non-Interest Expenses. Non-interest expenses increased $766 thousand, or 11.2%, to $7.6 million for the six months ended June 30, 1999 from $6.8 million for the six months ended June 30, 1998. Non-interest expenses were impacted by increased salaries, wages and benefits primarily due to the additional AFSALA branches acquired, in addition to the acceleration of depreciation and amortization of equipment and leasehold improvements, and the amortization of goodwill as a result of the acquisition of AFSALA. These and other changes are discussed in more detail below. Salaries, wages and benefits increased by $573 thousand, or 18.2%, from the previous period due primarily to increased costs as a result of the acquisition of AFSALA, the opening of a new branch in February 1999, increased costs associated with the Company's ESOP, as well as general cost of living and merit raises to employees. Management believes that salaries, wages and benefits may fluctuate in future periods as a result of the costs related to the Company's ESOP, as the expense related to the ESOP is dependent on the Company's average stock price. Also impacting expenses during the six months ended June 30, 1998 were costs incurred in connection with the termination and consulting agreements entered into with the former President and CEO totaling $399 thousand. Occupancy and equipment increased $373 thousand, or 46.0%, to $1.2 million for the six months ended June 30, 1999, from $811 thousand in 1998 primarily due to the acceleration of depreciation and amortization of equipment and leasehold improvements on a branch being closed as a result of the acquisition. In addition, rent and maintenance expense increased as a result of the opening of a new branch in February 1999 and the four additional AFSALA branches acquired. Non-interest expenses for the six months ended June 30, 1999 included the amortization of goodwill totaling approximately $266 thousand, which is being amortized to expense over fifteen years using the straight-line method. 19 Professional fees decreased $184 thousand, or 51.1%, from the six months ended June 30, 1998 to the six months ended June 30, 1999 due primarily to legal expenses incurred by the Company during the six months ended June 30, 1998 to defend against litigation initiated by a shareholder totaling $159 thousand. Other non-interest expenses increased approximately $83 thousand, or 6.0% to $1.5 million for the six months ended June 30, 1999 when compared to the previous period. This increase was primarily due to the replacement of supplies related to the new bank, additional courier services for check processing and telephone expense due to the added AFSALA branches. Income Tax Expense. Income tax expense increased by $1.1 million to $1.6 million for the six months ended June 30, 1999 from $434 thousand for the six months ended June 30, 1998. The increase was primarily the result of the increase in income before taxes. 20 ASSET QUALITY Non-Performing Assets The table below sets forth the amounts and categories of non-performing assets at the dates indicated. June 30, Dec.31, 1999 1998 ------ ------ (Dollars in thousands) Non-accruing loans: One-to four-family (1) .................. $1,431 $1,018 Multi-family ............................ -- -- Commercial real estate .................. 64 20 Consumer ................................ 422 342 Commercial Business ..................... 315 230 ------ ------ Total ................................. 2,232 1,610 ------ ------ Accruing loans delinquent more than 90 days: One-to four-family (1) .................. 170 358 Multi-family ............................ -- -- Commercial real estate .................. 110 215 Consumer ................................ 22 7 Commercial Business ..................... -- -- ------ ------ Total ................................. 302 580 ------ ------ Troubled debt restructured loans: One-to four-family (1) .................. 85 85 Multi-family ............................ -- -- Commercial real estate .................. 483 537 Consumer ................................ -- -- Commercial Business ..................... 84 92 ------ ------ Total ................................. 652 714 ------ ------ Total non-performing loans ................. 3,186 2,904 ------ ------ Real estate owned and repossessed assets: One-to four-family (1) .................. 139 313 Multi-family ............................ -- -- Commercial real estate .................. 30 30 Consumer ................................ 41 56 Commercial Business ..................... -- -- ------ ------ Total ................................. 210 399 ------ ------ Total non-performing assets ................ $3,396 $3,303 ====== ====== Non-performing loans as a percentage of total loans .......................... 0.73% 0.68% Non-performing assets as a percentage of total assets ......................... 0.48% 0.45% (1) Includes home equity loans. 21 Allowance for Loan Losses The allowance for loan losses is established through a provision for loan losses based on management's evaluation of the risks inherent in the loan portfolio and changes in the nature and volume of its loan activity, including those loans that are being specifically monitored by management. Such evaluation, which includes a review of loans for which full collectibility may not be reasonably assured, considers, among other matters, the estimated fair value of the underlying collateral for collateral dependent loans, the net present value of estimated future cash flows if the loan is not collateral dependent, economic conditions, historical loan loss experience, and other factors that warrant recognition in providing for an adequate loan loss allowance. The following table sets forth a summary of activity in the Company's allowance for loan losses. For the six months ended June 30, 1999 1998 ------- ------- (In thousands) Balance at beginning of period ........ $ 4,891 $ 3,807 Charge-offs: One- to four-family .............. (55) (6) Multi-family ..................... -- -- Commercial real estate ........... -- -- Consumer ......................... (51) (176) Commercial business .............. (49) (25) ------ ------ Total charge-offs ............. (155) (207) Recoveries: One- to four-family .............. -- 1 Multi-family ..................... -- -- Commercial real estate ........... 35 -- Consumer ......................... 71 28 Commercial business .............. 15 11 ------ ------ Total recoveries .............. 121 40 Net charge-offs ....................... (34) (167) Provisions charged to operations ...... 495 450 ------ ------ Balance at end of period .............. 5,352 4,090 ====== ====== Ratio of allowance for loan losses to total loans (period end) .... 1.23% 1.26% Ratio of allowance for loan losses to non-performing loans (at period end) 167.98% 122.68% Ratio of net charge-offs during the period to average loans outstanding during period (annualized) ............ 0.02% 0.12% 22 Liquidity and Capital Resources The Bank is required by OTS regulations to maintain, for each calendar month, a daily average balance of cash and eligible liquid investments of not less than 5% of the average daily balance of its net withdrawable savings and borrowings (due in one year or less) during the preceding calendar month. This liquidity requirement may be changed from time to time by the OTS to any amount within the range of 4% to 10%. The Bank's average liquidity ratio was 31.24% and 31.97% at June 30, 1999 and December 31, 1998, respectively. The Company's sources of liquidity include cash flows from operations, principal and interest payments on loans, mortgage-backed securities and collateralized mortgage obligations, maturities of securities, deposit inflows, borrowings from the FHLB of New York and proceeds from the sale of securities sold under agreements to repurchase. While maturities and scheduled amortization of loans and securities are, in general, a predictable source of funds, deposit flows and prepayments on loans and securities are greatly influenced by general interest rates, economic conditions and competition. In addition, the Bank invests excess funds in overnight deposits which provide liquidity to meet lending requirements. In addition to deposit growth, the Company borrows funds from the FHLB of New York or may utilize other types of borrowed funds to supplement its cash flows. At June 30, 1999 and December 31, 1998, the Company had $21.2 and $21.4 million, respectively, in outstanding term borrowings from the FHLB and $138.0 million and $152.4 million, respectively, in securities repurchase agreements. As of June 30, 1999 and December 31, 1998, the Company had $235.6 million and $244.2 million, respectively, of securities classified as available for sale. The liquidity of the securities available for sale portfolio provides the Company with additional potential cash flows to meet loan growth and deposit flows. Liquidity may be adversely affected by unexpected deposit outflows, excessive interest rates paid by competitors, adverse publicity relating to the saving and loan industry, and similar matters. Management monitors projected liquidity needs and determines the level desirable, based in part on the Company's commitments to make loans and management's assessment of the Company's ability to generate funds. The Bank is subject to federal regulations that impose certain minimum capital requirements. At June 30, 1999, the Bank's capital exceeded each of the regulatory capital requirements of the OTS. The Bank is "well capitalized" at June 30, 1999 according to regulatory definition. At June 30, 1999, the Bank's consolidated tangible and core capital levels were both $66.3 million (9.41% of total adjusted assets) and its total risk-based capital level was $70.3 million (21.89% of total risk-weighted assets). The minimum regulatory capital ratio requirements of the Bank are 1.5% for tangible capital, 4.0% for core capital, and 8.0% for total risk-based capital. During the first six months of 1999, the Company repurchased 95,500 shares of stock in open-market transactions at a total cost of $1.6 million. 23 Impact of the Year 2000 The Year 2000 issue confronting the Company, its vendors, and its customers, centers on the inability of some computer systems to recognize the year 2000. Many existing computer programs and systems originally were programmed with six digit dates that provided only two digits to identify the calendar year in the date field. With the impending new millennium, these programs and computers will recognize "00" as the year 1900 rather than the year 2000. Financial institution regulators recently have increased their focus upon Y2K compliance issues and have issued guidance concerning the responsibilities of senior management and directors. The Federal Financial Institution Examination Council has issued several interagency statements on Y2K project management awareness. These statements require financial institutions to, among other things, examine the Y2K implications of their reliance on vendors with respect to data exchange and the potential impact of the Y2K issue on their customers, suppliers and borrowers. These statements also require each federally regulated financial institution to survey its exposure, measure its risk and plan to address the Y2K issue. In addition, the federal banking regulators have issued safety and soundness guidelines to be followed by insured depository institutions to assure resolution of any Y2K problems. The federal banking agencies have assured that Y2K testing and certification is a key safety and soundness issue in conjunction with regulatory exams and thus, that an institution's failure to address appropriately the Y2K issue could result in supervisory action, including the reduction of the institution's supervisory ratings, the denial of application for approval of mergers or acquisitions or the imposition of civil money penalties. The Company has formulated a plan addressing the Y2K issue and established a seven member steering committee. The Company's steering committee meets monthly and reports on a quarterly basis to the Board of Directors as to the Company's progress in resolving any Y2K problems. The committee created an action plan that includes milestones, budget, estimates, strategies, and methodologies to track and report the status of the project. Members of the committee attended conferences to gain more insight into the Y2K issue and potential strategies for addressing it. These strategies were further developed with respect to how the objectives of the Y2K plan would be achieved, and a Y2K business risk assessment was made to quantify the extent of the Company's Y2K exposure. A Company inventory was developed to identify and monitor Y2K readiness for information systems, including hardware, software, and vendors, as well as environmental systems, including security systems and facilities. The Company inventory revealed that Y2K upgrades were available for all vendor supplied mission critical systems, and these Y2K-ready versions have been delivered, installed and have entered the validation process. The validation phase is designed to test the ability of hardware and software to accurately process date sensitive data. During the validation testing process to date, no significant Y2K problems have been identified relating to any modified or upgraded mission critical systems. During the assessment phase, the Company began to develop back-up or contingency plans for each of its mission critical systems. The majority of the Company's mission critical systems are dependent upon third party service providers or vendors, therefore, contingency plans include using or reverting to manual systems until system problems can be corrected or selecting a new vendor. In the event a current vendor's system fails during the validation phase, and it is determined that the vendor is unable or unwilling to correct the failure, the Company will convert to a new system from a list of prospective vendors. 24 The Company has identified a worst case scenario that envisions the possibility of the lack of power or communication services for a period of time in excess of a day. Contingency planning is an integral part of the Company's Y2K readiness plan. Key operating personnel are actively analyzing services that will be supported during extended outages and preparing written plans and procedures to train Bank personnel. There can be no assurance that Year 2000-related problems will not occur. Despite the Company's efforts to identify and address Year 2000 issues, such issues presents risks to the Company, including business disruptions and financial losses. Since the inception of the Year 2000 project, the costs incurred by the Company to address Year 2000 compliance were approximately $142 thousand, of which $99 thousand were hardware and software upgrades which were capitalized and will be amortized over their estimated useful lives of three to five years. The Company estimates it will incur up to approximately $200 thousand in direct costs, primarily as capital expenditures, during fiscal 1999 to support its compliance initiatives. Although the Company expects its systems to be Year 2000 compliant on or before December 31, 1999, it cannot predict the outcome or the success of its Year 2000 program, or that third party systems are or will be Year 2000 complaint, or that the costs required to address the Year 2000 issue, or that the impact of a failure to achieve substantial Year 2000 compliance, will not have a material adverse effect on the Company's business, financial condition or results of operations. Effect of Inflation and Changing Prices The Company's consolidated financial statements and related data presented herein have been prepared in accordance with generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative purchasing power of money over time due to inflation. Unlike industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution's performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or with the same magnitude as the prices of goods and services. Recent Accounting Pronouncements In June 1999, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. As recently amended, this Statement is effective for all fiscal quarters of fiscal years beginning after June 15, 2000. Management is currently evaluating the impact of this Statement on the Company's consolidated financial statements. 25 Item 3. Quantitative And Qualitative Disclosures About Market Risk There have been no material changes in the Company's interest rate risk position since December 31, 1998. Other types of market risk, such as foreign exchange rate risk and commodity price risk, do not arise in the normal course of the Company's business activities. Part II - Other Information Item 4. Submission of Matters to a Vote of Security Holders Ambanc Holding Co., Inc.'s Annual Meeting of Shareholders was convened on May 28, 1999. Proxies for the meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. There was no solicitation in opposition to management's nominees as listed in the proxy statement, and all such nominees were elected. With respect to management's nominees, voting was as follows: James J. Bettini, Sr, For - 4,890,209, Withheld - 34,906; Seymour Holtzman, For - 4,884,409, Withheld - 40,706; Allan R. Lyons, For - 4,889,690, Withheld - 35,425; Charles R. Wright, For - 4,890,355, Withheld - 34,760; William L. Petrosino, For - 4,890,143, Withheld - 34,972. Proxies were also solicited at the annual meeting for the ratification of the appointment of KPMG LLP as independent auditors of the Company. The proposal was adopted, with 4,898,016 shares voting For, 13,422 shares voting Against, and 13,677 shares Abstaining. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits as required by Item 601 of Regulation S-K. Financial data schedule, Exhibit #27 (b) Reports on Form 8-K: No current reports on Form 8-K were filed during the quarter ended June 30, 1999. 26 SIGNATURES 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. AMBANC HOLDING CO., INC. /s/ John M. Lisicki John M. Lisicki President and Chief Executive Officer (Principal Executive Officer) Date: August 13, 1999 /s/ James J. Alescio James J. Alescio Senior Vice President, CFO and Treasurer (Principal Financial and Accounting Officer) Date: August 13, 1999 27 EXHIBITS INDEX Exhibit 27 Financial Data Schedule 28 EX-27 2 FDS -- 06/30/99
9 THIS FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1999 OF AMBANC HOLDING CO., INC. AND ITS SUBSIDIARIES AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1000 6-mos DEC-31-1999 JUN-30-1999 12825 1114 4900 0 235610 0 0 434750 5352 713729 460166 8000 11700 151188 0 0 54 82621 713729 15620 7658 643 23921 8402 13022 10899 495 0 7582 3684 3684 0 0 2127 0.43 0.42 3.15 2232 302 652 2697 4891 155 121 5352 5352 0 0
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