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 SEPTEMBER 30, 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 September 30, 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....................................... 7-9 Item 2. Managment's Discussion and Analysis of Financial Condition and Results of Operations.............. 10-25 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K................. 26 Signatures................................................ 27 INDIANA UNITED BANCORP FORM 10-Q PART I. FINANCIAL INFORMATION Item 1. Financial Statements CONSOLIDATED CONDENSED BALANCE SHEET (Unaudited) (Dollars in Thousands) Sep. 30 Dec. 31 1995 1994 ASSETS Cash and Due From Banks................. 8,247 8,549 Interest-bearing Demand Deposits........ 100 156 Federal Funds Sold...................... 3,457 2,875 Cash and Cash Equivalents............. 11,822 11,580 Interest-bearing Time Deposits.......... 0 147 Securities: Available for Sale.................... 74,850 83,839 Held to Maturity...................... 7,868 8,115 Total Securities.................... 82,718 91,954 Loans: Loans................................. 204,574 194,736 Less: Allowance for Loan Losses...... 2,720 2,784 Net Loans........................... 201,854 191,952 Premises & Equipment.................... 5,937 5,460 Federal Home Loan Bank Stock............ 1,138 1,138 Core Deposit Intangibles................ 152 182 Accrued Interest Receivable............. 1,966 1,896 Other Real Estate....................... 0 100 Other Assets............................ 680 1,638 Total Assets........................ 306,267 306,047 LIABILITIES Deposits: Non-Interest Bearing.................. 22,978 28,360 Interest Bearing...................... 233,128 233,011 Total Deposits...................... 256,106 261,371 Short-Term Borrowings................... 13,294 10,801 Long-Term Debt.......................... 6,500 7,500 Accrued Interest Payable................ 1,314 864 Other Liabilities....................... 1,661 1,229 Total Liabilities................... 278,875 281,765 SHAREHOLDERS' EQUITY Preferred Stock, No Par Value: Authorized--400,000 Shares Issued and Outstanding-20,000 and 24,000 Shares........................ 2,000 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............ (195) (2,641) Retained Earnings....................... 13,659 12,595 Total Shareholders' Equity.......... 27,392 24,282 Total Liabilities and Shareholders' Equity.............. 306,267 306,047 See notes to consolidated condensed financial statements. INDIANA UNITED BANCORP CONSOLIDATED CONDENSED STATEMENT OF INCOME (Unaudited) (Dollars in Thousands) Three Months Ended Nine Months Ended September 30 September 30 1995 1994 1995 1994 Interest Income: Loans, Including Fees 4,362 4,070 12,510 11,915 Securities: Taxable 1,286 1,506 4,094 4,503 Tax-Exempt 50 69 166 191 Federal Funds Sold 84 11 152 76 Interest-Bearing Deposits 2 4 5 13 Total Interest Income 5,784 5,660 16,927 16,698 Interest Expense: Deposits 2,713 2,455 7,595 7,438 Short-Term Borrowings 205 151 735 313 Long-Term Debt 142 162 474 459 Total Interest Expense 3,060 2,768 8,804 8,210 Net Interest Income 2,724 2,892 8,123 8,488 Provision for Loan Losses 9 30 18 115 Net Interest Income After Provision for Loan Losses 2,715 2,862 8,105 8,373 Noninterest Income: Securities Gains (Losses) 5 0 16 (152) Other Operating Income 329 369 1,098 1,146 Total Noninterest Income 334 369 1,114 994 Noninterest Expense 2,003 2,304 6,269 6,965 Income Before Income Tax 1,046 927 2,950 2,402 Less Income Tax Expense 417 358 1,166 934 Net Income 629 569 1,784 1,468 Per Common Share: Net Income 0.47 0.42 1.34 1.08 Cash Dividends Declared 0.17 0.15 0.49 0.44 Average Common Shares Outstanding 1,250,897 1,250,897 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..................................... 1,784 1,468 Net change in unrealized loss on securities available for sale........................... 2,446 (1,635) Redemption of preferred stock.................. (400) (300) Cash Dividends: Preferred stock.............................. (108) (119) Common stock................................. (612) (500) Balance, September 30.......................... 27,392 24,117 See notes to consolidated condensed financial statements. INDIANA UNITED BANCORP FORM 10-Q CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (Unaudited) (Dollars in Thousands) Nine Months Ended September 30 1995 1994 Cash Flows From Operating Activities: Net income................................... 1,784 1,468 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses.................. 18 115 Depreciation and amortization.............. 475 494 Premiums and discounts amortization on investment securities................. 56 94 Accretion of loan and deposit fair value adjustments........................ 139 103 Amortization of core deposit intangibles... 30 34 Securities gains......................... (16) 152 Decrease in interest receivable............ (70) (27) Decrease in interest payable............... 450 (44) Other adjustments.......................... 775 618 Net cash provided by operating activities 3,641 3,007 Cash Flows From Investing Activities: Proceeds from interest-bearing time deposits maturities................................. 147 93 Purchases of securities available for sale... (6,064) (22,198) Proceeds from maturities of securities available for sale......................... 5,274 23,444 Proceeds from sales of securities available for sale................................... 9,779 17,796 Purchase of securities held to maturity...... (324) 0 Proceeds from maturities of securities held to maturity................................ 571 0 Net change in loans.......................... (9,838) (7,247) Purchases of premises and equipment.......... (952) (274) Proceeds from other real estate.............. 100 1,576 Other investment activities.................. 2,800 (1,397) Net cash provided by investing activities 1,493 11,793 Cash Flows From Financing Activities: Net change in: Non-interest bearing,NOW, money market and savings deposits......................... (10,396) (14,646) Certificates of deposit.................... 5,131 (14,483) Short-term borrowings...................... 2,493 9,092 Payments on long-term debt................. (1,000) (925) Redemption of preferred stock.............. (400) (300) Cash dividends............................. (720) (619) Net cash used by financing activities........................... (4,892) (21,881) Net increase (decrease) in Cash and Cash Equivalents............................. 242 (7,081) Cash and Cash Equivalents, Beginning of Period. 11,580 15,533 Cash and Cash Equivalents, End of Period....... 11,822 8,452 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 ("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 Turst 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 nine months ended September 30, 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 September 30, 1995 U.S. Treasury................... $ 3,018 $ 6 $ 23 $ 3,001 Federal Agencies................ 8,808 2 194 8,616 State and Municipal............. 910 7 2 915 Corporate and other securities.. 532 -- 67 465 Mortgage-backed securities...... 61,775 599 521 61,853 Totals..................... $ 75,043 $ 614 $ 807 $ 74,850 Gross Gross Approximate Amortized Unrelaized Unrealized Market Cost Gains Losses Value 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 1 Year Years Years Years Totals Maturity Distributions at September 30, 1995 U.S. Treasury.................... $ 997 $ 2,004 $ 3,001 Federal Agencies................. 2 8,449 $ 165 8,616 State and Municipal.............. 560 229 56 915 Corporate and other securities... $ 465 465 Mortgage-backed securities....... 115 6,046 4,000 51,692 61,853 Totals......................... $ 1,674 $16,798 $ 4,221 $52,157 $ 74,850 Weighted average yields.......... 6.48% 5.16% 7.97% 6.50% 6.34% *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 September 30, 1995 U.S. Treasury.................. $ -- $ -- $ -- $ -- Federal Agencies............... 1,100 -- 34 1,066 State and Municipal............ 3,161 62 -- 3,223 Corporate and other Securities. -- -- -- -- Mortgage-backed securities..... 3,607 87 74 3,620 Totals.................... $ 7,868 $ 149 $ 108 $ 7,909 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 1 Year Years Years Years Totals Maturity Distribution at September 30, 1995 U.S. Treasury.................. $ -- $ -- $ -- $ -- $ -- Federal Agencies............... -- 1,100 -- -- 1,100 State and Municipal............ 322 906 1,933 -- 3,161 Corporate and other securities. -- -- -- -- -- Mortgage-backed securities..... -- 74 -- 3,533 3,607 Totals....................... $ 322 $ 2,080 $ 1,933 $ 3,533 $ 7,868 Weighted average yields........ 6.55% 6.05% 7.33% 6.52% 6.60% INDIANA UNITED BANCORP FORM 10-Q NOTE 4. Sep. 30 December 31 1995 1994 Loans: Commercial.............................. $ 11,354 $ 7,595 Agricultural production financing and other loans to farmers............ 10,637 7,859 Farm real estate........................ 29,033 28,358 Commercial real estate mortgage......... 25,141 25,619 Residential real estate mortgage........ 100,847 101,455 Construction and development............ 7,596 7,161 Consumer................................ 17,832 13,870 Government guaranteed loans purchased... 2,134 2,819 Total loans........................... $ 204,574 $ 194,736 Underperforming loans: Nonaccruing loans $ 1,385 $ 1,030 Accruing loans contractually past due 90 days or more as to principal or interest payments 33 113 Restructured loans -- -- NOTE 5. Deposits: Noninterest bearing $ 22,978 $ 28,360 NOW accounts 29,936 35,085 Money market deposit accounts 34,779 39,550 Savings 28,540 23,857 Certificates of deposit $100,000 or more 20,796 16,420 Other certificates and time deposits 119,077 118,099 Total deposits $ 256,106 $ 261,371 NOTE 6. Short-Term Borrowings: Federal funds purchased $ -- $ -- Securities sold under repurchase agreements 9,346 9,977 U.S. Treasury demand notes 1,948 824 Federal Home Loan Bank Advances 2,000 -- Total short-term borrowings $ 13,294 $ 10,801 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 twelve 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 late 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. The plan was revised in mid-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 competitive changes within its markets, the interest rate environment and other external forces. INDIANA UNITED BANCORP FORM 10-Q Results of Operations Third quarter 1995 income increased 10.5% to $629,000 as compared to the same quarter last year. Earnings for the first nine months of 1995 increased 21.5% to $1,784,000 as compared to the same period in 1994. Non-interest income in the first nine months 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 reduced FDIC assessments due to a lower assessment rate and 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 $.47 in the third quarter of 1995 compared to $.42 for the same period in 1994. Per share earnings for the first nine months of 1995 and 1994 were $1.34 and $1.08 respectively. The Company's third quarter return on average total assets was .81% in 1995 and .67% in 1994. Year-to-date return on average total assets was .78% and .57% for 1995 and 1994. Return on average shareholders' equity was 9.39% and 9.67% for the third quarter of 1995 and 1994 respectively. Year-to-date return on average shareholders' equity was 9.28% and 8.05% respectively for 1995 and 1994. 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 $8,123,000 in the first nine months of 1995 decreased $365,000 from $8,488,000 in the first nine months of 1994, a decline of 4.3%. In the first nine months of 1995, the Company's net interest margin was 3.75% compared to 3.53% in the same 1994 period, reflecting an increase of 22 basis points. Several changes in the investment portfolio were made primarily in the first half of 1994 to improve portfolio duration and reduce extension risk. Yield improvement began to impact earnings in the last half of 1994 and has continued somewhat in 1995. 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. INDIANA UNITED BANCORP FORM 10-Q 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 nine months of 1995 compared to the similar 1994 period. Net charge-offs of $82,000 were realized compared to $3,000 in net recoveries for the same period in 1994. Further analysis is provided in the following tables. Summary of Allowance for Loan Losses (Dollars in Thousands) 1995 Year Ended thru December 31, Sep. 30 1994 Balance at beginning of period $2,784 $2,682 Chargeoffs: Commercial 53 6 Real-estate mortgage 38 65 Installment 26 21 Total chargeoffs 117 92 Recoveries: Commercial 1 37 Real-estate mortgage 27 15 Installment 7 27 Total recoveries 35 79 Net Chargeoffs 82 13 Provision for loan losses 18 115 Balance at end of period $2,720 $2,784 Ratio of net chargeoffs to average loans outstanding during the period .04% .01% Ratio of provision for loan losses to average loans outstanding during the period .01% .06% Ratio of allowance to total loans at end of period 1.33% 1.43% INDIANA UNITED BANCORP FORM 10-Q Allocation of the Allowance for Loan Losses (Dollars in Thousands) Sep. 30, 1995 December 31, 1994 Amount Percent Amount Percent Real estate: Residential $ 142 5% $ 146 5% Agricultural 15 1 14 1 Commercial 633 23 702 25 Construction and development 82 3 52 2 Total real estate 872 32 914 33 Commercial: Agribusiness 159 6 151 5 Other commercial 395 14 131 5 Total commercial 554 20 282 10 Consumer 124 5 66 2 Unallocated 1,170 43 1,522 55 Total $ 2,720 100% $ 2,784 100% INDIANA UNITED BANCORP FORM 10-Q Noninterest Income Noninterest income increased $120,000 or 12% in the first nine months of 1995 as compared to 1994, primarily due to gains on the sale of investment securities as compared to net losses in 1994. Insurance income decreased $48,000 or 12% from the previous year first nine months. 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 nine months have decreased 12% as compared to the prior 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 $25,000 or 7% 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 20% to $266,000. Net gains on sales of investment securities were $16,000 for the first nine months of 1995 compared to a $152,000 loss in 1994. The sale of securities in 1995 for the first nine months resulted in $161,000 in gross gains and $145,000 in gross losses. In the same period for 1994, $24,000 in gross gains had been recognized and $176,000 in gross losses. 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 Nine Nine 3rd Qtr. Months 3rd Qtr. Months Insurance commissions $ 92 $ 349 $ 120 $ 397 Trust fees 44 144 53 163 Service charges on deposit accounts 116 339 118 364 Gains (losses) on sales of securities 5 16 -- (152) Other income 77 266 78 222 $ 334 $1,114 $ 369 $ 994 INDIANA UNITED BANCORP FORM 10-Q AVERAGE BALANCE SHEET AND NET INTEREST ANALYSIS (Taxable Equivalent Basis)* Nine Months Ended September 30, 1995 September 30, 1994 Avg. Yield/ Avg. Yield/ Bal. Interest Rate Bal. Interest Rate ASSETS Interest-bearing deposits 100 5 6.68% 528 13 3.29% Federal funds sold 3,432 152 5.92% 2,682 76 3.79% Securities: Taxable 87,580 4,094 6.23% 110,118 4,503 5.45% Tax-exempt 4,427 252 7.59% 4,804 289 8.02% Total securities 92,007 4,346 6.30% 114,922 4,792 5.56% Loans:** Commercial 64,682 4,546 9.40% 66,067 4,223 8.55% Real estate mortgage 115,881 6,501 7.48% 124,972 6,420 6.85% Installment 15,171 1,308 11.53% 14,187 1,133 10.65% Government guaranteed loans purchased 2,476 155 8.37% 3,119 139 5.96% Total loans 198,210 12,510 8.43% 208,345 11,915 7.63% Total earning assets 293,749 17,013 7.76% 326,477 16,796 6.90% Allowance for loan losses (2,729) (2,749) Unrealized losses on securities (1,392) (741) Cash and due from banks 7,489 7,676 Premises and equipment 5,753 6,494 Other assets 3,209 4,514 Total assets 306,079 341,671 LIABILITIES Interest bearing deposits: NOW and Super NOW accounts 30,984 627 2.71% 36,331 625 2.30% Money market investment accounts 35,608 968 3.63% 44,514 905 2.72% Savings 25,888 632 3.26% 29,095 564 2.59% Certificates of deposit and other time deposits 136,519 5,368 5.26% 159,976 5,344 4.47% Total interest bearing deposits 228,999 7,595 4.43% 269,916 7.438 3.68% Short-term borrowings 16,677 735 5.89% 11,160 313 3.75% Long-term debt 7,104 474 8.92% 8,908 459 6.89% Total interest bearing liabilities 252,780 8,804 4.66% 289,984 8,210 3.79% Noninterest bearing demand deposits 23,797 23,514 Other liabilities 3,081 3,272 Total liabilities 279,658 316,770 Shareholders' equity 26,421 24,901 Total liabilities and shareholders' equity 306,079 8,804 4.01%*** 341,671 8,210 3.37%*** Net interest income 8,209 3.75% 8,586 3.53% Adjustment to convert tax exempt securities and loans to a fully taxable equivalent basis using a marginal rate of 34% 86 98 * 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 decreased $146,000 or approximately 4% in the first nine months of 1995 as compared to the same period in 1994. Included in personnel expense is $42,000 attributable to the performance based employee incentive program which was initiated by the Company at the beginning of 1995. Personnel expense reductions experienced with the merging of Union Bank and Peoples Bank and the sale of Regional Bank's branches have been partially 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 $170,000 in 1995 compared to the prior year first nine months due to a reduction in amounts paid to the investment advisor retained by the Company in 1994 as well as a reduction in legal fees due to nonrecurring litigation. Deposit insurance was $190,000 less in 1995 than the same nine month period last year due to a lower rate and 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. The FDIC has recently reduced premiums by 82.6% for deposit insurance paid for by commercial banks. This decrease translates into an annual savings of approximately $300,000. The FDIC has also decided to retain the current premium rates paid by thrift institutions, and is currently evaluating several proposals for the recapitalization of the Savings Association Insurance Fund (SAIF). It now appears Congress will pass legislation to merge the bank and thrift components of the FDIC insurance fund and will mandate the conversion of thrifts to commercial bank charters. Such legislation is likely to result in a one-time assessment of all thrift institutions of up to $.90 per $100 in deposits, creating a nonrecurring pre-tax change of as much as $800,000 for Regional Bank. Subject to resolving contentious ancillary issues, the Company strongly endorses passage of this legislation this year and believes immediate enactment would greatly enhance Regional Bank's long-term performance. All other noninterest expenses decreased $190,000 in the first nine months of 1995 as compared to the prior year period, 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. INDIANA UNITED BANCORP FORM 10-Q (Dollars in Thousands) 1995 1994 Nine Nine 3rd Qtr Months 3rd Qtr Months Salaries and employee $1,140 $3,382 $1,160 $3,528 benefits Premises and equipment 361 1,112 401 1,171 expenses Professional fees 43 159 104 329 Amortization of core deposit intangibles 10 30 11 34 Deposit insurance/supervisory 50 372 180 562 assessment Stationary, printing, supplies 66 217 104 276 Insurance 29 97 39 108 Postage 42 140 44 154 Other operating expenses 262 760 261 803 $2,003 $6,269 $2,304 $6,965 Income Taxes Income tax expense for the first nine months of 1995 was $1,166,000 compared to $934,000 for the same period in 1994, and the effective tax rates are approximately 39% for both years. The increase in tax expense in 1995 compared to 1994 is primarily attributable to the increase in taxable income. The Company and its subsidiaries will file a consolidated federal income tax return in 1995. 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. INDIANA UNITED BANCORP FORM 10-Q Financial Condition Total assets and average assets for 1995 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. In the first nine months of 1995 assets decreased to $306,267,000 from $332,676,000 at September 30, 1994. Assets averaged $306,079,000, a decrease of $35,592,000 from the first nine months 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. Average interest-bearing deposits decreased $40,917,000 or 15% in the first nine months 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 $6,500,000 is the remaining balance of 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. The Company prepaid $625,000 of the long-term debt in June 1995. Interest is variable with the lender's prime rate less 25 basis points. The rate was recently renegotiated with the lender and the new rate became effective July 1, 1995. The Company believes it has complied with all terms and covenants of the loan agreement. Shareholders' equity may be 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. INDIANA UNITED BANCORP FORM 10-Q Shareholders' equity was $27,392,000 on September 30, 1995, compared to $24,117,000 in 1994. Book value per common share increased to $20.30 or 17% from $17.36 at September 30, 1994. The unrealized loss on securities available for sale after tax effect totaled $195,000 or $.16 per share on September 30, 1995. Excluding the net unrealized loss on securities available for sale, book value per share was $20.46 or an increase of 9.6% over the comparable book value at September 30, 1994. A 10% common stock dividend was issued to shareholders of record in December 1994. The Company redeemed $400,000 of its preferred stock in 1995 and $300,000 in 1994. 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 September 30, 1995 were $204,574,000, a decrease of $8,181,000 or 3.8% as compared to September 30, 1994. Underperforming assets, including $1,418,000 in nonaccrual, restructured and certain other loans, and zero in other real estate owned, totaled $1,418,000 at September 30, 1995, compared to $1,072,000 and $100,000 at September 30, 1994. Underperforming loans of the Company as of September 30, 1995 were .7% 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 has expanded 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. INDIANA UNITED BANCORP FORM 10-Q 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 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. 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. 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 September 30, 1995 is considered adequate by management. INDIANA UNITED BANCORP FORM 10-Q 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 value, with unrealized gains and losses included in earnings. As of September 30, 1995 the Company has designated $7,868,000 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 nine months of 1995, the Company classified $74,850,000 or 91% of total securities as AFS. In the same period last year, $96,313,000 in securities were designated as AFS representing approximately 92% of total securities. AFS securities are carried at fair value with unrealized gains and losses excluded from earnings and reported as a separate component of shareholders' equity. The Company's decision to categorize a much larger portion of its securities portfolio as AFS than its peer group provides far greater management flexibility in responding to changes within financial markets. INDIANA UNITED BANCORP FORM 10-Q In recent weeks, the Financial Accounting Standards Board has announced that a one-time opportunity may be taken in the fourth quarter of 1995, to realign securities from the hold to maturity classification to available for sale without "tainting the portfolio". At this time, it appears the Company will maintain its current portfolio designations, possibly with only minor changes. Source of Funds No recommendations by regulatory authorities exist which would materially affect liquidity, capital resources or operations. Earning assets are funded by deposits, short-term borrowings, 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 September 30, 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 entities and commercial customers as an important element of their cash management responsibilities. Repurchase agreements averaged $9,911,000 for the first nine months of 1995, and $8,336,000 in the same period of 1994. Long-term debt decreased to $6,500,000 at the end of September 30, 1995, a $1,950,000 decrease as compared to the same period last year. The Company prepaid $625,000 on long-term debt in the first nine months of 1995 and $500,000 in the first nine months of 1994. Capital Resources The Company's total shareholders' equity was $27,392,000 at September 30, 1995, and includes $2,000,000 of preferred stock. The Company redeemed $400,000 of the preferred stock in the first nine months of 1995 and $300,000 during the same period in 1994. INDIANA UNITED BANCORP FORM 10-Q 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 September 30, 1995, Tier 1 capital to total assets was 8.6% and total capital to total assets was 8.9%. Total capital to risk-adjusted assets was 16.6%, substantially exceeding the requirements of 8%. The Company declared and paid third quarter common dividends of $.17 per share in 1995 and $.15 in 1994. Book value per common share increased 17% to $20.30 from $17.36 on September 30, 1994 based on common equity, net of unrealized losses of $195,000 on AFS securities. The net adjustment for AFS securities reduced book value by $.16 at September 30, 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 on 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. Cash inflows from operating and investing activites were utilized to meet cash outflows for financing activities. 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. INDIANA UNITED BANCORP FORM 10-Q On September 30, 1995, the Company had approximately $198,589,000 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 81% of total earning assets at September 30, 1995. The Company's interest rate sensitivity analysis for the period ended September 30, 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 the remainder of 1995 regardless of the direction interest rates may trend. Rate Sensitivity Analysis at September 30, 1995 Maturing or Repricing Over 3- 3 Months 1 Year 3 Years 5 Years Rate-sensitive assets $ 93,917 $104,672 $ 35,988 $ 23,940 Rate-sensitive liabilities* 76,093 86,688 60,828 28,218 Rate sensitivity gap (assets less $ 17,824 $ 17,984 $(24,840) $( 4,278) liabilities) Rate sensitivity gap (cum.) $ 17,824 $ 35,808 $ 10,968 $ 6,690 Percent of total assets (cum.) 5.8% 11.7% 3.6% 2.2% Rate-sensitive assets/liabilities (cum.) 123.4% 122.0% 104.9% 102.7% *Interest-bearing transaction and savings accounts are not presented as immediately repriceable in the above table. 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. INIANA 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 September 30, 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 UNITED BANCORP FORM 10-Q SIGNATURES Pursuant to the requrements 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 November 13, 1995 By: Robert E. Hoptry Chairman and President November 13, 1995 By: Jay B. Fager Chief Financial Officer, Treasurer and Principal Accounting Officer 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 November 13, 1995 By:/s/Robert E. Hoptry Robert E. Hoptry Chairman and President November 13, 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 September 30, 1995 and 29-36 furnished to Registrant's shareholders is attached