FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTER ENDED MARCH 31, 1995 COMMISSION FILE NUMBER 0-12422 INDIANA UNITED BANCORP (Exact name of registrant as specified in its charter) INDIANA 35-1562245 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 201 NORTH BROADWAY GREENSBURG, INDIANA 47240 (Address of principal executive offices) (Zip Code) (812) 663-4711 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name, former address and former fiscal year, if changed since last report.) 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 X No As of March 31, 1995 there were outstanding 1,250,897 shares, without par value of the registrant. INDIANA UNITED BANCORP FORM 10-Q INDEX Page No. PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Condensed Balance Sheet............. 3 Consolidated Condensed Statement of Income....... 4 Consolidated Condensed Statement of Changes in Shareholders' Equity............................. 5 Consolidated Condensed Statement of Cash Flows... 6 Notes to Consolidated Condensed Financial Statements....................................... 7-10 Item 2. Managment's Discussion and Analysis of Financial Condition and Results of Operations.............. 11-26 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K................. 27 Signatures................................................ 28 INDIANA UNITED BANCORP FORM 10-Q PART I. FINANCIAL INFORMATION Item 1. Financial Statements CONSOLIDATED CONDENSED BALANCE SHEET (Unaudited) (Dollars in Thousands) Mar. 31 Dec. 31 1995 1994 ASSETS Cash and Due From Banks................. 7,843 8,549 Interest-bearing Demand Deposits........ 100 156 Federal Funds Sold...................... 0 2,875 Cash and Cash Equivalents............. 7,943 11,580 Interest-bearing Time Deposits.......... 47 147 Securities: Available for sale.................... 84,822 83,839 Held to Maturity...................... 7,840 8,115 Total Securities.................... 92,662 91,954 Loans: Loans................................. 194,736 194,736 Less: Allowance for Loan Losses...... 2,743 2,784 Net Loans........................... 191,993 191,952 Premises & Equipment.................... 5,640 5,460 Federal Home Loan Bank Stock............ 1,138 1,138 Core Deposit Intangibles................ 172 182 Accrued Interest Receivable............. 1,957 1,896 Other Real Estate....................... 0 100 Other Assets............................ 1,193 1,638 Total Assets........................ 302,745 306,047 LIABILITIES Deposits: Non-Interest Bearing.................. 22,701 28,360 Interest Bearing...................... 224,317 233,011 Total Deposits...................... 247,018 261,371 Short-Term Borrowings................... 19,272 10,801 Long-Term Debt.......................... 7,500 7,500 Accrued Interest Payable................ 916 864 Other Liabilities....................... 1,950 1,229 Total Liabilities................... 276,656 281,765 SHAREHOLDERS' EQUITY Preferred Stock, No Par Value: Authorized--400,000 Shares Issued and Outstanding-22,000 and 24,000 Shares........................ 2,200 2,400 Common Stock $1 Stated Value: Authorized--3,000,000 Shares Issued and Outstanding--1,250,897 Shares............................... 1,251 1,251 Paid-In Surplus......................... 10,677 10,677 Valuation Adj-Securities AFS............ (950) (2,641) Retained Earnings....................... 12,911 12,595 Total Shareholders' Equity.......... 26,089 24,282 Total Liabilities and Shareholders' Equity.............. 302,745 306,047 See notes to consolidated condensed financial statements. INDIANA UNITED BANCORP CONSOLIDATED STATEMENT OF INCOME (Unaudited) (Dollars in Thousands) Three Months Ended March 31, 1995 1994 Interest Income: Loans, Including Fees 3,975 3,854 Securities: Taxable 1,448 1,527 Tax-Exempt 59 65 Federal Funds Sold 2 23 Interest-Bearing Deposits 1 3 Total Interest Income 5,485 5,472 Interest Expense: Deposits 2,322 2,530 Short-Term Borrowings 271 69 Long-Term Debt 165 141 Total Interest Expense 2,758 2,740 Net Interest Income 2,727 2,732 Provision for Loan Losses 3 43 Net Interest Income After Provision for Loan Losses 2,724 2,689 Other Income: Securities Gains 1 20 Other Operating Income 349 373 Total Non Interest Income 350 393 Total Non Interst Expenses 2,163 2,297 Income Before Income Tax 911 785 Less Income Tax Expense 357 304 Net Income 554 481 Per Common Share: Net Income 0.41 0.35 Cash Dividends Declared 0.16 0.14 Average Common Shares Outstanding 1,250,897 1,250,897 See notes to consolidated condensed financial statements. INDIANA UNITED BANCORP FORM 10-Q CONSOLIDATED CONDENSED STATEMENT OF CHANGES TO SHAREHOLDERS' EQUITY (Unaudited) (Dollars in Thousands) 1995 1994 Balance, January 1............................. 24,282 25,203 Net Income..................................... 554 481 Redemption of Preferred Stock.................. (200) (300) Valuation Adjustment - Securities AFS.......... 1,691 (240) Cash Dividends: Preferred Stock.............................. (38) (43) Common Stock................................. (200) (158) Balance, March 31.............................. 26,089 24,943 See notes to consolidated condensed financial statements. INDIANA UNITED BANCORP FORM 10-Q CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (Unaudited) (Dollars in Thousands) Three Months Ended March 31 1995 1994 Cash Flows From Operating Activities: Net Income................................... 554 481 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses.................. 3 43 Depreciation and amortization.............. 158 162 Premiums and discounts amortization on investment securities................. 24 38 Accretion of loan and deposit fair value adjustments........................ 29 34 Amortization of core deposit intangibles... 10 11 Securities gains......................... (1) (20) Decrease in interest receivable............ (61) 131 Decrease in interest payable............... 52 52 Other adjustments.......................... 1,594 75 Net cash provided by operating activities 984 903 Cash Flows From Investing Activities: Proceeds from interest-bearing time deposit maturities......................... 100 (2) Purchases of securities available for sale... (7,060) (1,995) Proceeds from maturities of securities available for sale......................... 1,557 10,805 Proceeds from sales of securities available for sale......................... 4,770 2,739 Purchase of securities held to maturity...... 0 0 Proceeds from maturities of securities held to maturity........................... 25 0 Proceeds from sales of securities held to maturity........................... 0 0 Net change in loans.......................... 0 (611) Purchase of premises and equipment........... (338) (83) Proceeds from other real estate.............. 100 107 Other investment activities.................. 1,166 (960) Net cash provided by investing activities 1,697 10,000 Cash Flows From Financing Activities: Net change in: Non-interest bearing,NOW, money market and savings deposits......................... (13,078) (7,364) Certificates of deposit.................... (1,274) (8,598) Short-term borrowings...................... 8,471 (338) Payments on long-term debt................. 0 (500) Redemption of preferred stock.............. (200) (300) Cash dividends............................. (238) (201) Net cash used by financing activities (6,319) (17,301) Net decrease in Cash and Cash Equivalents............................. (3,638) (6,398) Cash and Cash Equivalents, Beginning of Period. 11,580 15,533 Cash and Cash Equivalents, End of Period....... 7,943 9,135 See notes to consolidated condensed financial statements. INDIANA UNITED BANCORP FORM 10-Q NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Table Dollar Amounts in Thousands) NOTE 1. The significant accounting policies followed by Indiana United Bancorp (the Company") and its subsidiaries, Union Bank and Trust Company of Indiana ("Union Bank"), and Regional Federal Savings Bank ("Regional Bank") for interim financial reporting are consistent with the accounting policies followed for annual financial reporting. Effective July 1, 1994 the Company merged Union Bank and Trust Company of Greensburg and Peoples Bank, Portland and named the combined institution Union Bank and Trust Company of Indiana. All adjustments, consisting only of normal recurring adjustments, which in the opinion of management are necessary for a fair presentation of the results for the periods reported, have been included in the accompanying consolidated financial statements. The results of operations for the three months ended March 31, 1995 are not necessarily indicative of those expected for the remainder of the year. NOTE 2. Gross Gross Approximate Amortized Unrealized Unrealized Market Cost Gains Losses Value Securities Available for Sale at March 31, 1995 U.S. Treasury................... $ 3,120 $ 1 $ 66 $ 3,055 Federal Agencies................ 9,899 5 441 9,463 State and Municipal............. 1,773 8 9 1,772 Corporate and other securities.. 1,512 -- 82 1,430 Mortgage-backed securities...... 69,965 333 1,196 69,102 Totals..................... $ 86,269 $ 347 $ 1,794 $ 84,822 Securities Available for Sale at December 31, 1994 U.S. Treasury................... $ 3,221 $ 138 $ 3,083 Federal Agencies................ 9,921 $ 6 629 9,298 State and Municipal............. 2,064 11 15 2,060 Corporate and other securities.. 2,590 2 89 2,503 Mortgage-backed securities...... 70,281 35 3,421 66,895 Totals..................... $ 88,077 $ 54 $ 4,292 $ 83,839 Beyond Within 1-5 5-10 10 Maturity Distributions at 1 Year Years Years Years Totals March 31, 1995 U.S. Treasury.................... $ 1,086 $ 1,969 $ 3,055 Federal Agencies................. 1,004 8,271 $ 188 9,463 State and Municipal.............. 1,182 483 107 1,772 Corporate and other securities... 862 $ 568 1,430 Mortgage-backed securities....... 4,753 7,828 56,521 69,102 Totals......................... $ 4,134 $15,476 $ 8,123 $57,089 $ 84,822 Weighted average yields.......... 6.13% 5.13% 7.73% 6.34% 6.29% *Amounts in the tables above are based on scheduled maturity or call dates. INDIANA UNITED BANCORP FORM 10-Q NOTE 3. Gross Gross Approximate Amortized Unrealized Unrealized Market Cost Gains Losses Value Securities Held to Maturity at March 31, 1995 U.S. Treasury.................. $ -- $ -- $ -- $ -- Federal Agencies............... 1,100 -- 33 1,067 State and Municipal............ 2,840 8 14 2,834 Corporate and other Securities. -- -- -- -- Mortgage-backed securities..... 3,900 6 132 3,774 Totals.................... $ 7,840 $ 14 $ 179 $ 7,675 Securities Held to Maturity December 31, 1994 U.S. Treasury.................. $ -- $ -- $ -- $ -- Federal Agencies............... 1,100 -- 32 1,068 State and Municipal............ 3,012 -- 76 2,936 Corporate and other securities. -- -- -- -- Mortgage-backed securities..... 4,003 -- 307 3,696 Totals.................... $ 8,115 $ -- $ 415 $ 7,700 Beyond Within 1-5 5-10 10 Maturity Distribution at 1 Year Years Years Years Totals March 31, 1995 U.S. Treasury.................. $ -- $ -- $ -- $ -- $ -- Federal Agencies............... -- 1,100 -- -- 1,100 State and Municipal............ 258 837 1,745 -- 2,840 Corporate and other securities. -- -- -- -- -- Mortgage-backed securities..... -- 114 90 3,696 3,900 Totals....................... $ 258 $ 2,051 $ 1,835 $ 3,696 $ 7,840 Weighted average yields........ 6.71% 6.40% 7.16% 6.48% 6.61% INDIANA UNITED BANCORP FORM 10-Q NOTE 4. March 31 December 31 1995 1994 Loans: Commercial.............................. $ 11,088 $ 7,595 Agricultural production financing and other loans to farmers............ 8,759 7,859 Farm real estate........................ 28,102 28,358 Commercial real estate mortgage......... 24,077 25,619 Residential real estate mortgage........ 98,499 101,455 Construction and development............ 6,807 7,161 Consumer................................ 14,668 13,870 Government guaranteed loans purchased... 2,736 2,819 Total loans........................... $ 194,736 $ 194,736 Underperforming loans: Nonaccruing loans $ 1,073 $ 1,030 Accruing loans contractually past due 90 days or more as to principal or interest payments 2 113 Restructured loans -- -- NOTE 5. Deposits: Noninterest bearing $ 22,701 $ 28,360 NOW accounts 30,518 35,085 Money market deposit accounts 35,570 39,550 Savings 24,762 23,857 Certificates of deposit $100,000 or more 14,490 16,420 Other certificates and time deposits 118,977 118,099 Total deposits $ 247,018 $ 261,371 NOTE 6. Short-Term Borrowings: Federal funds purchased $ 6,700 Securities sold under repurchase agreements 8,013 $ 9,977 U.S. Treasury demand notes 369 824 Federal Home Loan Bank Advances 4,190 -- Total short-term borrowings $ 19,272 $ 10,801 INDIANA UNITED BANCORP FORM 10-Q NOTE 7. Effective January 1, 1993, the Company adopted Financial Accounting Standars No. 109, Accounting for Income Taxes. Income tax expense in the consolidated condensed statement of income includes deferred income tax provisions or benefits for all significant temporary differences in recognizing income and expenses for financial reporting and income tax purposes. At January 1, 1995, a cumulative deferred tax asset of $957,000 was included in other assets. The components of the asset were as follows: Assets Liabilities Total Differences in depreciation methods $ 130 Differences in accounting for loans $ 301 Differences in accounting for loan losses 497 Differences in accounting for fixed assets 786 Difference in accounting for securities 62 Difference in accounting for securities available for sale 1,712 Other 27 $ 2,236 $ 1,279 $957 No valuation allowance at January 1 was considered necessary. INDIANA UNITED BANCORP FORM 10-Q Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Indiana United Bancorp is headquartered in Greensburg, Indiana and is presently engaged in conducting banking business through the eleven offices of its subsidiaries. The Company and the subsidiary banks are subject to applicable federal and state laws as well as regulations of the Federal Reserve Board, the Federal Deposit Insurance Corporation, the Office of Thrift Supervision and the Indiana Department of Financial Institutions. Strategic Plan In 1993, the Company formulated a strategic plan ("plan") designed to improve the Company's financial performance, increase its competitive ability and enhance long-term shareholder value. The plan is premised on the belief of the Company's board of directors that the Company can best promote long-term shareholder interests by continuing as an independently owned community banking organization. In connection with the plan, the Company initiated significant actions in 1994. At mid year, it consolidated the operation of its two commercial banking subsidiaries to form Union Bank and Trust Company of Indiana ("Union Bank"), while retaining Indiana state banking charter #1. This subsidiary primarily serves customers located in, and contiguous to, Decatur and Jay counties. In late October, the Company sold three unprofitable branches of Regional Federal Savings Bank ("Regional Bank") which were not located in its primary service area of Floyd and Clark counties. The Company believes each of these actions will increase its operating efficiency and the latter will improve its net interest margin. The plan also focused on improving net interest margin by reducing the Company's dependence on expensive, non-core deposits. As anticipated, these actions resulted in a substantial decline in deposits based upon year end comparisons of 1994 and 1993. A current objective of the plan is the rebuilding of a strong customer base from within the primary markets now served by the Company through the establishment of new branches by both Union Bank and Regional Bank. Entry into new markets will be pursued through exploration of acquisition opportunities. A continuing tenet of the plan is to establish more pro-active relationships with market makers and financial analysts. INDIANA UNITED BANCORP FORM 10-Q The plan was revised in 1994 to include the adoption during the first half of 1995 of a sales philosophy supported by a performance based employee incentive program. The dynamics of the plan assure continually evolving objectives, and the extent of the Company's success will depend upon how well it anticipates and responds to competitve changes within its markets, the interest rate environment and other external forces. Results of Operations Earnings for the first quarter of 1995 increased 15.0% to $554,000 as compared to the same quarter in 1994. Gross gains and losses on the sale of securities of $40,000 and $39,000 respectively, were realized in the first quarter of 1995 as compared to gross gains of $20,000 in the prior year period. Net interest income has been effected by management's decision in 1994 to eliminate approximately $25 million of expensive, rate sensitive, non-core deposits. Non-interest income in the first quarter of 1995 has been somewhat negatively impacted by the restructuring and relocation of the Company's Jay County insurance operations. The reduction in non-interest expense reflects a portion of the annual savings expected to be fully realized in 1995 and beyond due to the merger of Union Bank and Peoples Bank in mid 1994 and the sale of Regional Bank's branches in late 1994. Net income per common share was $.41 in the first quarter of 1995 compared to $.35 for the same period in 1994. The Company's first quarter return on average total assets was .74% in 1995 and .50% in 1994. Return on average shareholders' equity was 9.19% and 7.65% for the first quarter of 1995 and 1994 respectively. Net Interest Income Net interest income is influenced by the volume and net yield of earning assets and the cost of interest-bearing liabilities. Net interest margin reflects the mix of interest-bearing and non-interest bearing liabilities that fund earning assets, as well as interest spreads between the rates earned on these assets and the rates paid on interest-bearing liabilities. Net interest income of $2,727,000 in the first quarter of 1995 decreased $5,000 from $2,732,000 in the first quarter of 1994, a decline of less than two-tenths of 1%. INDIANA UNITED BANCORP FORM 10-Q Although many of the Company's peer group competitors reported declines in net interest margin in 1994, the Company increased in net interest margin by 5 basis points for the year. In the first quarter of 1995, the Company's net interest margin was 3.81% compared to 3.34% in the same 1994 period, reflecting an increase of 47 basis points. Several changes in the investment portfolio were made primarily in the first half of 1994. Although many of the changes were to improve portfolio duration and reduce extension risk, yield improvement began to impact earnings in the last half of 1994. The Company has traditionally offered low-rate loans to attract high performance borrowers. The Company has prospered under this philosophy and loan quality measurements have consistently exceeded peer group averages. Conversely, the Company's net interest margin has consistently not attained peer group average. Provision for Loan Losses The determination of the provision in any period is based on management's continuing review and evaluation of loan loss experience, changes in the composition of the loan portfolio, current economic conditions and the amount of loans outstanding. Net charge-offs increased in the first quarter of 1995 compared to the similar 1994 period. Net charge-offs of $44,000 were realized compared to $13,000 in charge-offs for the same period in 1994. Further analysis is provided in the following tables. INDIANA UNITED BANCORP FORM 10-Q Summary of Allowance for Loan Losses (Dollars in Thousands) 1995 Year Ended thru December 31, Mar. 31 1994 Balance at beginning of period $2,784 $2,682 Chargeoffs: Commercial -- 6 Real-estate mortgage 38 65 Installment 8 21 Total chargeoffs 46 92 Recoveries: Commercial -- 37 Real-estate mortgage -- 15 Installment 2 27 Total recoveries 2 79 Net Chargeoffs 44 13 Provision for loan losses 3 115 Balance at end of period $2,743 $2,784 Ratio of net chargeoffs to average loans outstanding during the period .02% .01% Ratio of provision for loan losses to average loans outstanding during the period -- .06% Ratio of allowance to total loans at end of period 1.41% 1.43% INDIANA UNITED BANCORP FORM 10-Q Allocation of the Allowance for Loan Losses Mar. 31, 1995 December 31, 1994 Amount Percent Amount Percent Real estate: Residential $ 143 5% $ 146 5% Agricultural 14 1 14 1 Commercial 659 24 702 25 Construction and development 75 3 52 2 Total real estate 891 33 914 33 Commercial: Agribusiness 173 6 151 5 Other commercial 137 5 131 5 Total commercial 310 11 282 10 Consumer 72 3 66 2 Unallocated 1,470 53 1,522 55 Total $ 2,743 100% $ 2,784 100% INDIANA UNITED BANCORP FORM 10-Q Noninterest Income Noninterest income decreased $43,000 or 11% in the first three months of 1995 as compared to 1994, primarily due to gains on the sale of investment securities and higher insurance commissions received in 1994. Insurance income decreased $26,000 or 20% from the previous year first quarter. In mid 1994, Jay County insurance operations were completely restructured and relocated to a remodeled full service branch office. As a result of these disruptions, the volume of insurance commissions have declined. Trust fees for the first quarter have remained stable as compared to the rpior year. Estate administration represents a substantial portion of trust income and the level of estate assets administered may cause total trust income to flucuate significantly. Service charges on deposit accounts decreased $12,000 or 10% as compared to the same period last year due to higher earnings credits in 1995 offsetting account charges on commercial accounts. Other noninterest income increased 28% to $88,000. Net gains on sales of investment securities were $1,000 for the first three months of 1995 compared to a $20,000 gain in 1994. The sale of securities in 1995 for the first three months resulted in $40,000 in gross gains and $39,000 in gross losses. In the same period for 1994, $20,000 in gross gains had been recognized with no gross loss. Since the market value of the investment portfolio has increased dramatically since year end 1994, any additional sales will likely not result in any material gains or losses. The Company and its subsidiaries do not speculate in the junk bond market. (Dollars in Thousands) 1995 1994 1st Qtr. 1st Qtr. Insurance commissions $ 102 $ 128 Trust fees 50 55 Service charges on deposit accounts 109 121 Gains on sales of securities 1 20 Other income 88 69 $ 350 $ 393 INDIANA UNITED BANCORP FORM 10-Q AVERAGE BALANCE SHEET AND NET INTEREST ANALYSIS (Taxable Equivalent Basis)* Three Months Ended March 31, 1995 March 31, 1994 Avg. Yield/ Avg. Yield/ Bal. Interest Rate Bal. Interest Rate ASSETS Interest-bearing deposits 147 1 2.76% 528 4 3.07% Federal funds sold 122 2 6.65% 2,912 23 3.20% Securities: Taxable 92,932 1,448 6.23% 116,137 1,527 5.26% Tax-exempt 4,701 89 7.57% 4,749 98 8.25% Total securities 97,633 1,537 6.30% 120,886 1,625 5.38% Loans:** Commercial 63,305 1,438 9.21% 64,656 1,317 8.26% Real estate mortgage 115,188 2,085 7.24% 123,420 2,125 6.89% Installment 14,031 396 11.45% 14,095 367 10.42% Government guaranteed loans purchased 2,779 56 8.17% 3,241 44 5.51% Total loans 195,303 3,975 8.17% 205,412 3,853 7.55% Total earning assets 293,205 5,515 7.61% 329,738 5,505 6.70% Allowance for loan losses (2,766) (2,701) Unrealized losses on securities (3,100) 1,005 Cash and due from banks 7,231 7,533 Premises and equipment 5,552 6,575 Other assets 3,900 4,967 Total assets 304,022 347,117 LIABILITIES Interest bearing deposits: NOW and Super NOW accounts 32,003 212 2.69% 36,568 204 2.26% Money market investment accounts 37,649 321 3.46% 46,125 299 2.63% Savings 23,617 173 2.97% 28,751 182 2.57% Certificates of deposit and other time deposits 133,267 1,616 4.92% 164,318 1,845 4.55% Total interest bearing deposits 226,536 2,322 4.16% 275,762 2,530 3.72% Short-term borrowings 18,445 271 5.96% 9,006 69 3.11% Long-term debt 7,500 165 8.92% 9,369 141 6.10% Total interest bearing liabilities 252,481 2,758 4.43% 294,137 2,740 3.78% Noninterest bearing demand deposits 23,487 23,066 Other liabilities 2,894 3,946 Total liabilities 278,862 321,149 Shareholders' equity 25,160 25,968 Total liabilities and *** shareholders' equity 304,022 2,758 3.81% 347,117 2,740 3.37% Net interest income 2,757 3.81% 2,765 3.34% Adjustment to convert tax exempt securities and loans to a fully taxable equivalent basis using a marginal rate of 34% 30 33 * Adjusted to reflect income related to securities and loans exempt from Federal income taxes reduced by nondeductible portion on interest expenses. ** Nonaccruing loans have deen included in the average balances. *** Total interest expense divided by total earning assets. INDIANA UNITED BANCORP FORM 10-Q Noninterest Expenses Personnel expenses have remained stable in the first quarter of 1995 and 1994. Personnel expense reductions experienced in the last half of 1994 with the merging of Union Bank and Peoples Bank and the sale of Regional Bank's branches have been negated by additional staffing needed in the new branches by both organizations. The Company and its subsidiaries have determined they have no postretirement or postemployment benefit funding liability. Professional fees decreased $15,000 in 1995 compared to the prior year first three months due to the inclusion of amounts paid to the investment advisor retained by the Company in 1994. Deposit insurance was $30,000 less in 1995 than the same three month period last year due to a lower volume of deposits on which the insurance premium is calculated. All subsidiaries are currently in the lowest risk category and are assessed at the lowest rate. Other operating expenses decreased $77,000 in the first three months of 1995 primarily as a result of reductions in various other expense categories as the efficiencies of the merger and effects of the branch sales are realized. (Dollars in Thousands) 1995 1994 1st Qtr 1st Qtr Salaries and employee $1,129 $1,123 benefits Premises and equipment 381 380 expenses Professional fees 63 78 Amortization of core deposit intangibles 10 11 Deposit insurance/supervisory 161 191 assessment Stationary, printing, supplies 72 83 Insurance 35 35 Postage 50 57 Other operating expenses 262 339 $2,163 $2,297 INDIANA UNITED BANCORP FORM 10-Q Income Taxes Income tax expense for the first qaurter of 1995 was $357,000 compared to $304,000 for the same period in 1994, and the effective tax rates are approximately 39% for both years. The Company and its subsidiaries will file a consolidated federal income tax return in 1995. The increase in tax expense in 1995 compared to 1994 is primarily attributable to the increase in taxable income. Effects of Changing Prices Changing prices of goods, services, and capital affect the financial position of every business enterprise. The level of market interest rates and the price of funds loaned or borrowed fluctuate due to changes in the rate of inflation and various other factors, including government monetary policies. Fluctuating interest rates affect the Company's net interest income and loan volume. Financial Condition Total assets and average assets and the components of these assets reflect decreases attributable to the sale of Regional Bank's branches in late October, 1994. In connection with the sale, total assets were reduced by approximately $24,000,000 consisting primarily of loans of $13,350,000, fixed assets of $1,150,000 and securities of $9,500,000 sold to fund the sale. Total deposits were affected by a comparable aggregate amount. First quarter 1995 assets decreased to $302,745,000 from $338,757,000 at March 31, 1994. Assets averaged $304,022,000, a decrease of $43,095,000 from the first quarter of 1994. Assets declined at both subsidiaries because the Company chose not to acquire deposits at interest rates offering unacceptable margins to fund investment activities. Consequently, new deposit pricing strategies resulted in reduced deposit and investment totals. Average earning assets represented 95% of average total assets for both periods. INDIANA UNITED BANCORP FORM 10-Q Average interest-bearing deposits decreased $49,226,000 or 18% in the first quarter of 1995 compared to 1994, as a result of revised deposit pricing strategies and the sale of branches. Time deposits obtained within the local markets provide the primary source of funding for earning assets. Noninterest-bearing demand deposits have remained stable for both 1995 and 1994 periods. Long-term debt of $7,500,000 is the Company's loan for the purchase of Regional Bank and Union Bank and is secured by the capital stock of the Company's subsidiaries. Interest is variable with the lender's prime rate. The Company believes it has complied with all terms and covenants of the loan agreement. Shareholders' equity at March 31, 1995 is greatly impacted by the Company's decision to categorize a large portion of its securities portfolio as "available for sale" under accounting rules adopted January 1, 1994. Securities in this category are carried at market value, and shareholders' equity is adjusted to reflect unrealized gains and losses. Shareholders' equity was $26,089,000 on March 31, 1995, compared to $24,282,000 in 1994. Book value per common share decreased to $19.10 or 2% from $19.55 at quarter end 1994. The unrealized loss on securities available for sale after tax effect totaled $950,000 or $.76 per share on March 31, 1995. Excluding the net unrealized loss on securities available for sale, book value per share was $19.86 or an increase of 9.1% over the book value at quarter end 1994. A 10% common stock dividend was issued to shareholders of record in December 1994. The Company redeemed $200,000 of its preferred stock in 1995 and $300,000 in 1994. The Company may redeem additional preferred stock in 1995. Loans and Credit Risk Management Loans remain the Company's largest concentration of assets and continue to represent the greatest risk. The Company's commercial banking subsidiaries have observed conservative loan underwriting standards for several years, historically resulting in high levels of loan quality and nominal net chargoffs as measured against peer group averages. Total loans at March 31, 1995 were $194,736,000 the same compared to March 31, 1994. INDIANA UNITED BANCORP FORM 10-Q Underperforming assets, including $1,073,000 in nonaccrual, restructured and certain other loans, and zero in other real estate owned, totaled $1,073,000 at March 31, 1995, compared to $298,000 and $1,569,000 at March 31, 1994. Underperforming loans of the Company as of March 31, 1995 were .6% of total loans, approaching its pre-acquisition loan quality standards. The loan underwriting standards observed by each of the Company's subsidiaries are viewed by management as a deterrent to the reemergence of an abnormal level of problem loans and a subsequent increase in net chargeoffs. In 1995, the Company intends to expand its consumer loan portfolio, emphasizing automobile financing. This strategy is intended to provide greater diversification within the portfolio and should generate higher yields than residential real estate loans. The Company regards its ability to identify and correct loan quality problems as one of its greatest strengths. Loans are placed in a nonaccruing status when in management's judgement the collateral value and/or the borrower's financial condition do not justify accruing interest. As a general rule, a loan is reclassified to nonaccruing status when it becomes 90 days past due, if not earlier. Interest previously recorded but not deemed collectible is reversed and charged against current income. Interest income on these loans is then recognized when collected. Net chargeoffs for the last several years for the commercial bank subsidiaries have been significantly below peer group averages. Regional Bank's credit losses were substantially greater than its preaquisition experience, when its policies did not encourage early detection and elimination of problem loans. Management believes the present loans at Regional Bank contain a substantially reduced level of credit risk and that total chargeoff activity in 1995 will be substantially less than in prior years. The ability to absorb loan losses promptly when problems are identified is invaluable to a banking organization. Most often, losses incurred as a result of quick action are much lower than losses incurred after prolonged legal preceedings. The adequacy of the allowance for loan losses in each subsidiary is reviewed at least monthly. This review specifically considers past credit loss history, present levels of delinquency and other nonperformance measurements, current economic conditions, adequacy of collateral positions, borrower repayment capacity and regulatory examination findings. INDIANA UNITED BANCORP FORM 10-Q A management watch list of loans warranting either the assignment of a specific reserve amount or other special administrative attention is also reviewed monthly, as are all classified loans, nonaccrual loans and loans delinquent 30 days or more. The allowance for loan losses as of March 31, 1995 is considered adequate by management. Securities Securities are the primary means by which the Company manages interest-rate risk, provides liquidity and responds to changing maturity characteristics of assets and liabilities. The Company's investment policy prohibits establishing a trading account and does not allow investment in high risk derivative products or junk bonds. Effective January 1, 1994, the Company adopted new accounting rules for investment securities. The new rules require that each security must be individually designated as a trading security, hold to maturity (HTM) security, or available for sale (AFS) security. "Trading" securities are bought and held primarily for sale in the near term and are carried at fair vale, with unrealized gains and losses included in earnings. As of March 31, 1995 the Company has designated $7,840,000 in HTM securities, confirming its interest and ability to hold to maturity. HTM securities are carried at amortized cost. At the end of the first quarter of 1995, the Company classified $84,822,000 or 92% of total securities as AFS. In the same quarter last year, 100% of the $114,300,000 in securities were designated as AFS. AFS securities are carried at fair value with unrealized gains and losses excluded from earnings and reported as a separate component of shareholders' equity. INDIANA UNITED BANCORP FORM 10-Q The Company's decision to categorize a much larger portion of its securities portfolio as AFS than its peer group was influenced by its desire to reflect as accurately and fairly as possible the true value of its assets. In addition, AFS securities provide far greater management flexibility in responding to changes within financial markets. Although the designation of a large portion of securities as AFS by the Company creates capital volatility, the Company's strong capital and liquidity positions suggest that such volatility will not impair the Company's ability to achieve financial objectives. Source of Funds No recommendations by regulatory authorities exist which would materially affect liquidity , capital resources or operations. Earning assets are funded by deposits, securities sold under repurchase agreements, long-term debt and shareholders' equity. The major source of funding for earning assets comes from interest-bearing deposits generated within local markets. Total interest-bearing deposits averaged 91% and 92% of total deposits as of March 31, 1995 and 1994 respectively. Noninterest-bearing deposits provided a secondary funding source. Securities sold under repurchase agreements ("repos") are not subject to FDIC assessment and generally involve less cost than large certificates of deposit. Repos are high denomination investments utilized by public intities and commercial customers as an important element of their cash management responsibilities. The Company intends to increase repos and ither short-term borrowings throughtout 1995. Repurchase agreements averaged $8,493,000 for the first three months of 1995, and $5,995,000 in the same period of 1994. Long-term debt decreased to $7,500,000 at the end of March 31, 1995 as compared to the same period last year. The Company incurred additional debt to consummate the aquisition of Regional Bank in 1991. The Company prepaid $500,000 on long-term debt in the first quarter of 1994. INDIANA UNITED BANCORP FORM 10-Q Capital Resources The Company's total shareholders' equity was $26,089,000 at March 31, 1995, and includes $2,200,000 of preferred stock. The Company redeemed $200,000 of the preferred stock in the first quarter of 1995 and $300,000 in 1994. The Federal Reserve Bank has adopted risk-based capital quidelines which assign risk weightings to assets and off-balance sheet items. Core capital (Tier 1) consists principally of shareholders' equity less goodwill, while total capital consists of core capital, certain debt instruments and a portion of the allowance for credit losses. At March 31, 1995, Tier 1 capital to total assets was 8.8% and total capital to total assets was 9.5%. Total capital to risk-adjusted assets was 17.0%, substantially exceeding the requirements of 8%. The Company declared and paid first quarter common dividends of $.16 per share in 1995 and $.14 in 1994. Book value per common share decreased 2% to $19.10 from $19.55 on March 31, 1994 based on common equity, net of unrealized losses of $950,000 on AFS securities. The net adjustment for AFS securities reduced book value by $.76 at quarter end 1995. Depending on market conditions, the adjustments for AFS securities can cause significant fluctuations in equity and make meaningful comparisons between periods difficult. The dividend payment rate or preferred stock was 6.34% during the past two years. A 10% stock dividend was issued prior to year end to recordholders on December 20, 1994. Liquidity The primary obligation of the Company's asset/liability management is maximizing earnings by safely and profitably managing net interest income through responsible development of deposit accounts and deployment of funds. This objective is accomplished by responding to frequent fluctuations in market rates of interest due to changes in economic conditions and consumer demands. As of March 31, 1995, management met cash outflows for financing activities primarily with cash equivalents and cash provided from operations and investing activities. INDIANA UNITED BANCORP FORM 10-Q The objective of the Company's liquidity management is to provide adequate levels of funding to meet unexpected deposit withdrawals and changes in loan demand. This goal is accomplished by maintaining a source of liquidity consisting of payments received from amortizing and maturing assets and the capacity to raise funds through deposits and borrowed funds. On March 31, 1995, the Company had approximately $197,078,000 in one year interest-sensitive assets, comprised of securities, loans, and time deposits. The Company's main source of funding earning assets came from core deposits. Average core deposits funded approximately 77% of total earning assets at March 31, 1995. The Company's interest rate sensitivity analysis for the period ended March 31, 1995, appears in the following table. Effective asset and liability management requires the maintenance of a proper ratio between maturing or repriceable interest-earning assets and interest-bearing liabilities. It is the policy of the Company that rate-sensitive assets less rate-sensitive liabilities to total assets be kept within a range of 80% to 130%. The Company desires to maintain a slightly negative gap when rates are declining and a slightly positive gap when rates are increasing. The Company is currently pursuing a strategy to attain a neutral to a slightly negative gap position in the belief that the current interest rate cycle is near its peak. In any event, the Company does not anticipate that its earnings will be materially impacted in 1995 regardless of the direction interest rates may trend. Rate Sensitivity Analysis at March 31, 1995 Maturing or Repricing Over 3- 3 Months 1 Year 3 Years 5 Years Rate-sensitive assets $ 85,598 $111,480 $ 41,348 $ 20,360 Rate-sensitive liabilities 81,301 78,126 61,525 27,802 Rate sensitivity gap (assets less $ 4,297 $ 33,354 $(20,177) $( 7,442) liabilities) Rate sensitivity gap (cum.) $ 4,297 $ 37,651 $ 17,474 $ 10,032 Percent of total assets (cum.) 1.4% 12.4% 5.8% 3.3% Rate-sensitive assets/liabilities (cum.) 105.3% 123.6% 107.9% 104.0% *Interest-bearing transaction and savings accounts are not presented as immediately repriceable in the above table. INDIANA UNITED BANCORP FORM 10-Q Future Accounting Changes The Company has determined that it and its subsidiaries have no postretirement or postemployment benefit funding liabilities under SFAS No. 106, Employers Accounting For Postretirement Benefits Other Than Pensions, or SFAS No. 112, Employers Accounting for Postemployment Benefits. SFAS No. 114, Accounting by Creditors for Impairment of a Loan, and SFAS No. 118, Accounting by Creditors for Impairment of a Loan- Income Recognition and Disclosures, eliminates inconsistencies in the accounting among different types of creditors for loans with similar collection problems by requiring a single method for measuring impaired loans. The Company adopted this standard on January 1, 1995 with no material effect on the Company's financial postion or results of operation. SFAS No. 116, Accounting for Contributions Received and Contributions Made, is effective for the Company in 1995. This statement did not have any significant impact upon the Company's financial position or results of operations when adopted. INDIANA UNITED BANCORP FORM 10-Q PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) The following exhibits are furnished in accordance with the provisions of Item 601 of Regulation S-K. 20: The Financial Report dated March 31, 1995 and furnished to Registrant's shareholders is attached to this Form 10-Q. (b) No report on Form 8-K was filed during the quarter for which this Quarterly Report is filed. No other information is required to be filed under Part II of this form. INDIANA UNTIED BANCORP FORM 10-Q SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. INDIANA UNITED BANCORP May 12, 1995 By:/s/Robert E. Hoptry Robert E. Hoptry Chairman and President May 12, 1995 By:/s/Jay B. Fager Jay B. Fager Chief Financial Officer, Treasurer and Principal Accounting Officer INDIANA UNITED BANCORP FORM 10-Q EXHIBIT INDEX Page 20 The Financial Report dated March 31, 1995 and 30-34 furnished to Registrant's shareholders is attached