FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTER ENDED SEPTEMBER 30, 1996 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 (IRS Employer incorporation or organization) Identification No.) 201 NORTH BROADWAY GREENSBURG, INDIANA 47240 (Address of principal executive offices) (Zip Code) (812) 663-0157 (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, 1996 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 7-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9-22 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 23 Signatures 24 Exhibit Index 25 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, 1996 1995 Assets Cash and due from banks $ 7,935 $ 11,707 Interest-bearing demand deposits 37 72 Federal funds sold 6,000 7,150 Cash and cash equivalents 13,972 18,929 Short-term investments 100 5,100 Securities available for sale 85,042 80,651 Loans: Loans 215,028 201,354 Less: Allowance for loan losses 2,823 2,754 Net loans 212,205 198,600 Premises and equipment 5,926 6,025 Federal Home Loan Bank stock 1,138 1,138 Core deposit intangibles 115 142 Accrued interest receivable 2,113 1,974 Other real estate - 45 Other assets 786 463 Total assets $321,397 $313,067 Liabilities Deposits: Non-interest bearing $ 23,046 $ 30,335 Interest bearing 247,985 232,011 Total deposits 271,031 262,346 Short-term borrowings 14,778 13,240 Long-term debt 5,500 6,000 Accrued interest payable 1,321 1,389 Other liabilities 2,029 1,847 Total liabilities 294,659 284,822 Shareholders' equity Preferred stock, no par value: Authorized-- 400,000 shares Issued and outstanding--0 shares and 20,000 shares - 2,000 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 adjustment-Securities AFS (298) 195 Retained earnings 15,108 14,122 Total shareholders' equity 26,738 28,245 Total liabilities and shareholders' equity $321,397 $313,067 See notes to consolidated condensed financial statements. INDIANA UNITED BANCORP FORM 10-Q CONSOLIDATED CONDENSED STATEMENT OF INCOME (Unaudited) (Dollars in thousands) Three months ended Nine months ended September 30, September 30, 1996 1995 1996 1995 Interest income: Loans, including fees $4,639 $4,362 $13,458 $12,510 Investment securities: Taxable 1,323 1,286 3,835 4,094 Tax-exempt 44 50 141 166 Federal funds sold 62 84 247 152 Interest-bearing deposits 2 2 11 5 Total interest income 6,070 5,784 17,692 16,927 Interest expense: Deposits 2,775 2,713 8,025 7,595 Short-term borrowings 182 205 500 735 Long-term debt 111 142 343 474 Total interest expense 3,068 3,060 8,868 8,804 Net interest income 3,002 2,724 8,824 8,123 Provision for loan losses 30 9 90 18 Net interest income after provision for loan losses 2,972 2,715 8,734 8,105 Noninterest income: Securities gains - 5 - 16 Other operating income 359 329 1,093 1,098 Total noninterest income 359 334 1,093 1,114 Noninterest expense 2,562 2,002 6,608 6,269 Income before income tax 769 1,047 3,219 2,950 Income tax expense 451 417 1,420 1,166 Net income $ 318 $ 630 $ 1,799 $ 1,784 Per common share: Net income $0.25 $0.47 $1.40 $1.34 Cash dividends declared 0.21 0.17 0.61 0.49 Avg 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) 1996 1995 Balance, January 1 $28,245 $24,282 Net income 1,799 1,784 Net change in unrealized gains (losses) on securities available for sale (493) 2,446 Redemption of preferred stock (2,000) (400) Cash dividends: Preferred stock (50) (108) Common stock (763) (612) Balance, September 30 $26,738 $27,392 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 1996 1995 Cash flows from operating activities: Net income $ 1,799 $ 1,784 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 90 18 Depreciation and amortization 495 475 Premiums and discounts amort on inv securities 81 56 Accretion of loan and deposit fair value adjustments 76 139 Amort and reduction of core deposit intangibles 27 30 Securities gains - (16) Net change in Income receivable (139) (70) Interest payable (68) 450 Other adjustments 800 775 Net cash provided by operating activities 3,161 3,641 Cash flows from investing activities: Proceeds from int-bearing time deposit maturities 5,035 147 Purchases of securities available for sale (15,717) (6,064) Proceeds from maturities and paydowns of securities available for sale 11,326 5,274 Proceeds from sales of securities avail for sale - 9,779 Purchases of securities held to maturity (324) Proceeds from maturities and paydowns of securities held to maturity - 571 Net change in loans (13,674) (9,838) Purchases of premises and equipment (396) (952) Proceeds from sales of other real estate 45 100 Other investment activities 1,429 2,800 Net cash provided (used) by investing activities (11,952) 1,493 Cash flows from financing activities: Net change in: Noninterest bearing, NOW, money market and savings deposits (6,923) (10,396) Certificates of deposit 15,608 5,131 Short-term borrowings (1,538) 2,493 Payments on long-term debt (500) (1,000) Redemption of preferred stock (2,000) (400) Cash dividends (813) (720) Net cash provided (used) by financing activities 3,834 (4,892) Net increase (decrease) in cash and cash equivalents (4,957) 242 Cash and cash equivalents, beginning of period 18,929 11,580 Cash and cash equivalents, end of period $13,972 $11,822 See notes to consolidated condensed financial statements. INDIANA UNITED BANCORP FORM 10-Q NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Table dollars 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. 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, 1996 are not necessarily indicative of those expected for the remainder of the year. NOTE 2. Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value Securities Available for Sale at September 30, 1996 U.S. Treasury $ 2,009 $ 4 $ 10 $ 2,003 Federal Agencies 27,581 223 306 27,498 State and Municipal 3,614 26 20 3,620 Corporate and other securities 309 21 288 Mortgage-backed securities 52,013 346 726 51,633 Totals $85,526 $599 $1,083 $85,042 Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value Securities Available for Sale at December 31, 1995 U.S. Treasury $ 3,016 $ 12 $ 10 $ 3,018 Federal Agencies 12,257 259 104 12,412 State and Municipal 3,955 80 1 4,034 Corporate and other securities 480 60 420 Mortgage-backed securities 60,610 582 425 60,767 Totals $80,318 $933 $600 $80,651 Beyond Within 1-5 5-10 10 1 Year Years Years Years Totals Maturity Distributions at at September 30, 1996 U.S. Treasury $2,003 $ 2,003 Federal Agencies $7,059 $ 9,976 $10,463 27,498 State and Municipal 356 1,634 1,305 $ 325 3,620 Corp and other securities 288 288 Mortgage-backed securities 38 4,850 3,422 43,323 51,633 Totals $9,456 $16,460 $15,478 $43,648 $85,042 Weighted average yields 4.92% 5.90% 7.07% 6.62% 6.37% *Amounts in the tables above are based on scheduled maturity or call dates. INDIANA UNITED BANCORP FORM 10-Q NOTE 3. Sep 30 Dec 31 1996 1995 Loans: Commercial $ 9,468 $ 7,796 Agricultural production financing and other loans to farmers 11,490 9,996 Farm real estate 25,827 28,910 Commercial real estate mortgage 25,048 24,129 Residential real estate mortgage 110,971 103,238 Construction and development 5,806 6,863 Consumer 24,537 18,342 Government guaranteed loans purchased 1,881 2,080 Total loans $215,028 $201,354 Underperforming loans: Nonaccruing loans $1,456 $1,569 Accruing loans contractually past due 90 days or more as to principal or interest payments - $34 Allowance for loan losses: Balances, January 1 $2,754 $2,784 Provision for losses 90 30 Recoveries on loans 47 100 Loans charged off (68) (160) Balances, end of period $2,823 $2,754 NOTE 4. Deposits: Noninterest bearing $ 23,046 $ 30,335 NOW accounts 25,753 30,837 Money market deposit accounts 38,735 33,811 Savings 29,142 28,616 Certificates of deposit $100,000 or more 28,835 20,385 Other certificates and time deposits 125,520 118,362 Total deposits $271,031 $262,346 NOTE 5. Short-term borrowings: Securities sold under repurchase agreements $12,100 $10,735 U.S. Treasury demand notes 2,678 505 Federal Home Loan Bank advances - 2,000 Total short-term borrowings $14,778 $13,240 INDIANA UNITED BANCORP FORM 10-Q Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Indiana United Bancorp ("Company) is a registered bank holding company incorporated under the laws of Indiana in 1983, commensurate with its acquisition of Union Bank and Trust Company of Greensburg, Indiana. The Company acquired The Peoples Bank, Portland, Indiana in 1987, and Regional Federal Savings Bank, New Albany, Indiana ("Regional Bank") at the end of 1991. With the latter, Indiana United Bancorp became one of a small group of holding companies throughout the nation to operate both commercial banking and thrift subsidiaries. Union Bank and Trust Company of Indiana ("Union Bank") was created by the consolidation of the Greensburg and Portland operations in 1994. It's history traces back to 1873, and it holds Indiana state banking charter #1. At September 30, 1996, Union Bank held assets totaling $212 million and through its nine banking offices, ranked first in market share in Decatur County and second in Jay County. Regional Bank's assets totaled $109 million held by three banking offices in Floyd and Clark counties. Both subsidiaries offer competitive commercial and consumer loan deposit related services. Union Bank also operates a general line insurance agency and offers a broad range of personal and business trust services. Forward-Looking Statements Except for historical information contained herein, the discussion in this Quarterly Report on Form 10-Q includes certain forward-looking statements based upon management expectations. Factors which could cause future results to differ from these expectations include the following: general economic conditions; legislative and regulatory initiatives; monetary and fiscal policies of the federal government; deposit flows; the costs of funds; general market rates of interest; interest rates on competing investments; demand for loan products; demand for financial services; changes in accounting policies or guidelines; and changes in the quality or composition the Company's loan and investment portfolios. The Company does not undertake and specifically disclaims any obligation to update any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. Overview The Company operates under the broad tenets of a long-term strategic plan ("Plan") designed to improve the Company's financial performance, expand 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 conformance with the plan, during 1994, the Company consolidated the operations of its two commercial banking subsidiaries to form Union Bank, and sold three underperforming branches of Regional Bank. The Company believes each of those actions increased its operating efficiency and the latter improved its net interest margin. The plan also focused on improving net interest margin by reducing the Company's dependence on expensive, non-core deposits. INDIANA UNITED BANCORP FORM 10-Q During 1995, the Company initiated actions which are expected to build a stronger customer base in its primary markets. The Company invested approximately $500,000 to renovate Regional Bank's main office and $500,000 to open two new branch offices. The renovation allows for direct lobby access of all customer service and loan personnel, and greatly improves drive-up and electronic banking service. The Allison Lane branch in Jeffersonville was opened by Regional Bank to provide greater access to present and prospective customers in Clark County. Due to the recent completion of road improvements near this branch, management considers 1996 to be the appropriate period to measure the success of this branch. Union Bank opened the IGA supermarket branch in Greensburg, exclusively providing seven-day banking and extended hours to the community. Entry into new markets will be pursued through exploration of acquisition opportunities. A continuing tenet of the plan is to establish and cultivate more pro- active relationships with financial analysts and market makers in the Company's stock. Management met with prominent financial analysts in 1995, and additional contacts have taken place in 1996 with those same financial analysts and potential market makers as we continue to share Indiana United Bancorp's success story. The Company initiated a sales philosophy in 1995, supported by a performance-based employee incentive program. The initial phase of this program included sales-oriented training for all customer service personnel. During 1996, many technological improvements have been initiated. Certain of these improvements, such as upgrading communication lines, has provided faster response time for customer transactions. Others represent capital investments which will allow the Company to continue to effectively compete in the financial services industry. 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. Results of Operations The 1997 omnibus spending package enacted on September 30, together with companion legislation enacted earlier in the quarter, resulted in a $474,000 reduction of net income. The legislation required a special assessment on thrift institutions, based on March 1995 deposit levels, in order to recapitalize the Savings Association Insurance Fund ("SAIF"), resulting in a pre-tax charge of $545,000. Additionally, a tax advantage thrift institutions enjoyed in the calculation of allowable bad debt reserves was eliminated, granting forgiveness of any tax liability prior to 1987, but resulting in an income tax expense of $145,000 on the bad debt reserve recapture since January 1, 1987. Earnings for the third quarter of 1996 decreased 50% to $318,000 as compared to the same quarter of 1995. Earnings for the first nine months of 1996 increased 1% to $1,799,000 as compared to the same period in 1995. Before the non-recurring charges, net income for the year would have been $2,273,000, a 27% increase over the prior year. Earnings for the third quarter of 1996 would have increased by 26% to $792,000. INDIANA UNITED BANCORP FORM 10-Q Noninterest income in 1995 reflects approximately $25,000 of nonrecurring income. Generally speaking, only minimal changes have occurred in noninterest income in the third quarter and the first nine months of 1996 as compared to the same periods last year. Noninterest expense reflects reduced Federal Deposit Insurance Corporation ("FDIC") assessments (excluding the special assessment mentioned previously) due to a lower deposit insurance assessment rate. Net income per common share for the third quarter equaled $.25 in 1996, compared to $.47 in 1995. Per share earnings for the first nine months of 1996 and 1995 were $1.40 and $1.34 respectively. Net income was reduced by $.38 per common share due to non-recurring charges. Net income per common share for the third quarter would have equaled $.63 in 1996, compared to $.47 in 1995. Per share earnings for the first nine months of 1996 would have been $1.78 compared to $1.34 for the same 1995 period. The Company's return on average total assets for the third quarter was .40% in 1996 and .81% in 1995. Year-to-date return on average total assets was .77% and .78% for 1996 and 1995. Before the non-recurring charges, return on average assets would have been .99% for the third quarter of 1996 and .97% for 1996 year-to-date. The return on average common shareholders' equity for the third quarter was 4.66% in 1996 and 9.39% in 1995. Year-to-date return on average common shareholders' equity was 8.82% and 9.28% in 1996 and 1995. Without the non- recurring charges, return on average common shareholders' equity would have been 11.69% for the third quarter of 1996 and 11.21% year-to-date. Net Interest Income Net interest income is influenced by the volume and yield of earning assets and the cost of interest-bearing liabilities. Net interest margin reflects the mix of interest-bearing and noninterest-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. Third quarter net interest income of $3,002,000 in 1996 increased 10% from $2,724,000 in 1995. The first nine months net interest income increased by $701,000 or 9% over the same period in 1995. Throughout much of 1995, many of the Company's local competitors offered interest rates on long-term certificates of deposit significantly above national market averages. The Company believed this strategy would depress future years earnings of these competitors and elected not to engage in such activity. The Company instead employed a deposit pricing strategy focused on retaining and attracting shorter-term funds in anticipation of a lower interest rate environment in 1995 and 1996. The Company believes its ability to reprice these deposits in the near term has continued to improve its net interest margin relative to average peer performance. As expected, by mid 1995, many of these competitors had reduced or eliminated rate premiums on long-term deposits and, by year end 1995, the Company's competitive disadvantage in attracting these funds was minimal. Although many of the Company's peer group competitors reported flat or marginally changed net interest margins for the full year 1995, the Company increased its net interest margin by 20 basis points. In the first nine months of 1996, the Company increased its net interest margin to 3.98%, or 26 basis points higher than the same period last year. INDIANA UNITED BANCORP FORM 10-Q Provision for Loan Losses This topic is discussed under the heading "Loans, Credit Risk and the Allowance and Provision for Possible Loan Losses". Noninterest Income Noninterest income in 1996 for the first nine months and the third quarter has changed only slightly in all categories from the same periods last year. Securities transactions in the first nine months of 1995 resulted in a gain of $16,000 compared to no gain or loss in the same 1996 period. Insurance commissions continue to represent one of the largest components of recurring year-to-date noninterest income, equaling approximately 31% in both 1996 and 1995. Service charges on deposit accounts increased in the first nine months of 1996 by $39,000, primarily reflecting increased regular service charge income and NSF fees. Deposit growth and interest rate variables are also affecting service charge income in 1996. (Dollars in thousands) 1996 1995 Nine Nine 3rd Qtr Months 3rd Qtr Months Insurance commissions $ 90 $ 343 $ 92 $ 349 Trust fees 50 150 44 144 Service charges on deposit accounts 136 378 116 339 Gains on sales of securities - - 5 16 Other income 83 222 77 266 Total $359 $1,093 $334 $1,114 Noninterest Expense The largest component of noninterest expense is personnel expense. Personnel expenses in the first nine months of 1996 decreased by $4,000, or less than 1%, as compared to the prior year period. Normal staff salary adjustments and increased benefit costs have been incurred in both 1996 and 1995, including amounts earned by employees in connection with the performance incentive compensation plan. Personnel expenses in 1996 are not expected to change materially from 1995. Effective January 1, 1995, the Company adopted SFAS No.106, Employers' Accounting for Postretirement Benefits Other Than Pensions, which focuses principally on postretirement health care benefits. SFAS No.106 requires the accrual of these benefits over the period the employee performs the service to earn the benefits rather than the prior practice of accounting for these benefits on the cash basis. The adoption of SFAS No.106 has not had any material effect on operations or financial condition in 1995 and 1996. INDIANA UNITED BANCORP FORM 10-Q Expenses related to premises and equipment expense, professional fees, and stationery, printing and supplies expense increased minimally in 1996 as compared to the first nine months of 1995. Deposit insurance (excluding the $545,000 special assessment) was $181,000 less in the first nine months of 1996 than the prior year, due to a lower rate and lower volume of deposits on which the insurance premium is calculated. In mid 1995, the FDIC reduced deposit insurance premiums paid by soundly managed banks, including Union Bank, by 83%. Since the bank insurance fund reached a mandated funding level in 1995, the assessment rate for the Company's commercial bank has been further reduced to the $2,000 minimum level permissible in 1996. After two long years of debate, Congress finally agreed to a legislative package that would shore-up the Savings Association Insurance Fund ("SAIF"). This legislative fix was included in the 1997 omnibus spending package enacted on September 30, 1996. It requires the thrift industry to recapitalize SAIF with a one-time assessment, based on March 31, 1995 deposits, and delays a pro rata sharing of the FICO interest payments for three years. The one-time assessment imposed on Regional Bank equals approximately $545,000 and has been recorded in the third quarter earnings. For the next three years, thrift institutions will pay approximately five times higher assessment rates than commercial banks, 6.44 cents versus 1.29 cents per $100 of deposits, but this is a significant reduction from the 23 cents per $100 of deposits that is currently assessed. After the three year period, commercial banks and thrifts will pay the same assessment rate of 2.43 cents per $100 of deposits. Based on current deposit levels and projected growth, Regional Bank will save approximately $540,000 in the next three years due to the lower assessment rate. (Dollars in thousands) 1996 1995 Nine Nine 3rd Qtr Months 3rd Qtr Months Salaries and employee benefits $1,118 $3,378 $1,140 $3,382 Premises and equipment expenses 365 1,124 362 1,112 Professional fees 54 163 43 159 Amortization of core deposit intangibles 9 27 10 30 Deposit insurance/supervisory assessment 63 191 50 372 FDIC special assessment 545 545 Stationery, printing, supplies 73 222 66 217 Insurance 22 80 29 97 Postage 41 140 42 140 Other operating expenses 272 738 260 760 Total $2,562 $6,608 $2,002 $6,269 Income Taxes On August 20, 1996 President Clinton signed into law the Small Business Job Protection Act of 1996. Included within this tax legislation was the repeal of bad debt provisions applicable to thrifts. The bill eliminated the percent-of-taxable-income method for computing additions to the thrift tax INDIANA UNITED BANCORP FORM 10-Q bad debt reserves for years beginning after December 31, 1995. The bill also required that thrift institutions recapture all or a portion of their tax bad debt reserves added since December 31, 1987. Accordingly, the Company recorded a $145,000 income tax expense related to the bad debt reserve recapture for Regional Bank. The unrecaptured base year (1987) will not be subject to recapture, as long as the institution continues to carry on the business of banking. Income tax expense (excluding the aforementioned bad debt reserve recapture) for the first nine months of 1996 was $1,275,000 compared to $1,166,000 for the same period in 1995, and the effective rate was 40% for 1996 and 1995. The Company and its subsidiaries will file a consolidated federal income tax return for 1996 Financial Condition September 30, 1996 total assets increased to $321,397,000 from $313,067,000 at December 31, 1995, and increased from $306,267,000 on September 30, 1995. Short-term investments were primarily used to provide funding for loans and for the customary January withdrawals of public funds Total average assets increased to $312,903,000 at September 30, 1996 compared to $306,079,000 at September 30, 1995. Average earning assets represent 95% of average total assets for the first nine months of 1996 and 96% for the first nine months of 1995. Average loans represent approximately 66% of average assets for the first nine months of 1996 and 65% for the same period in 1995. Management is continuing its emphasis on loan growth for the remainder of 1996. As compared to September 30, 1995, average noninterest-bearing deposits have increased approximately $454,000 and interest-bearing deposits have increased approximately $10,076,000. Since December 31, 1995 actual total deposits have increased by $8,685.000 or 3%. Long-term debt 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 adjusts quarterly to the lender's prime rate, less 25 basis points. The Company successfully renegotiated the rate with the lender in mid 1995 and the new rate became effective July 1, 1995. The Company believes it has complied with all terms and covenants of the loan agreement. The Company prepaid its scheduled payment of $375,000, originally due June 30, 1996, plus an additional $125,000 in March 1996. The Company intends to make an additional prepayment later this year. Shareholders' equity was $26,738,000 on September 30, 1996 compared to $28,245,000 on December 31, 1995 and $27,392,000 on September 30, 1995. Book value per common share increased to $21.37 or 5% from $20.30 at September 30, 1995 and $20.98 at year end 1995. The unrealized loss on securities available for sale, net of taxes, totaled $298,000 or $.24 per share at September 30, 1996 compared to an unrealized loss of $195,000 or $.15 per share at September 30, 1995 and an unrealized gain of $195,000 or $.15 at December 31, 1995. Excluding the net unrealized gains or losses on securities available for sale, book value per share was $21.61 at September 30, 1996, or an increase of 6% over the comparable book value at September 30, 1995. The Company redeemed $1,000,000 of its preferred stock in March 1996, $500,000 in June 1996, and the remaining $500,000 on September 30, 1996. All future earnings will now accrue solely to the common shareholders. INDIANA UNITED BANCORP FORM 10-Q AVERAGE BALANCE SHEET AND NET INTEREST ANALYSIS (Taxable equivalent basis)(1) Nine months ended September 30, 1996 September30, 1995 Avg. Yield/ Avg. Yield/ Bal. Int Rate Bal. Int Rate ASSETS Interest-bearing deposits $ 293 $ 11 5.01% $ 100 $ 5 6.68% Federal funds sold 6,170 247 5.35% 3,432 152 5.92% Securities(2): Taxable 82,085 3,835 6.23% 87,580 4,094 6.23% Tax-exempt 3,806 214 7.50% 4,427 252 7.59% Total securities 85,891 4,049 6.29% 92,007 4,346 6.30% Loans(3): Commercial 62,032 4,451 9.58% 64,682 4,546 9.40% Real estate mortgage 120,576 7,201 7.96% 115,881 6,501 7.48% Instalment 20,789 1,688 10.85% 15,171 1,308 11.53% Govt. guaranteed loans 1,979 118 7.96% 2,476 155 8.37% Total loans 205,376 13,458 8.74% 198,210 12,510 8.43% Total earning assets 297,730 17,765 7.96% 293,749 17,013 7.73% Allowance for loan losses (2,784) (2,729) Unrealized losses on sec (315) (1,392) Cash and due from banks 9,490 7,489 Premises and equipment 5,970 5,753 Other assets 2,812 3,209 Total assets $312,903 $306,079 LIABILITIES Interest-bearing deposits: NOW and Super NOW accts $ 27,786 502 2.41% $ 30,984 627 2.71% Money market invest accts 35,965 974 3.62% 35,608 968 3.63% Savings 29,131 706 3.24% 25,888 632 3.26% Certificates of deposit and other time deposits 146,193 5,843 5.34% 136,519 5,368 5.26% Tot int-bearing deposits 239,075 8,025 4.48% 228,999 7,595 4.43% Short-term borrowings 12,943 500 5.16% 16,677 735 5.89% Long-term debt 5,644 343 8.12% 7,104 474 8.92% Tot int-bearing liab 257,662 8,868 4.60% 252,780 8,804 4.66% Nonint bearing demand dep 24,251 23,797 Other liabilities 3,402 3,081 Total liabilities 285,315 279,658 Shareholders' equity 27,588 26,421 Total liabilities and (4) (4) shareholders' equity $312,903 8,868 3.98% $306,079 8,804 4.01% Net interest income $ 8,897 3.98% $ 8,209 3.72% Adjustment to convert tax exempt securities and loans to a fully taxable equivalent basis using a marginal rate of 34% $ 73 $ 86 (1) Adjusted to reflect income related to securities and loans exempt from Federal income taxes reduced by nondeductible portion on interest expenses. (2) Yields for investment securities available for sale are computed based upon amortized cost. (3) Nonaccruing loans have been included in the average balances. (4) Total interest expense divided by total earning assets. INDIANA UNITED BANCORP FORM 10-Q Loans, Credit Risk and the Allowance and Provision for Possible Loan Losses Loans remain the Company's largest concentration of assets and continue to represent the greatest risk. The loan underwriting standards observed by each of the Company's subsidiaries are viewed by management as a deterrent to the emergence of an abnormal level of problem loans and a subsequent increase in net chargeoffs. The Company's conservative loan underwriting standards have historically resulted in higher loan quality and lower levels of net chargeoffs than peer bank averages. The Company also believes credit risks are elevated by undue concentrations of loans in specific industry segments and loans to out of area borrowers. Accordingly, the Company's board of directors regularly monitors such concentrations to determine compliance with its restrictive loan allocation policy. Total loans increased 5% over September 30, 1995 loan totals, primarily reflecting the expansion of the consumer loan portfolio and management's emphasis on indirect automobile financing beginning in late 1995 and continuing to the present. Consumer loans increased 38% at September 30, 1996 compared to the same period in 1995. The Company is continuing this emphasis on increasing consumer loans the remainder of 1996 to provide greater diversification within the portfolio and to generate higher yields than residential real estate loans. Although the Company limits its exposure to long-term fixed rate residential mortgage loans and generally observes 20% downpayment guidelines, it is originating both fixed rate loans and loans with little or no downpayment for a noncompeting mortgage lender during 1996. This program will assist the Company in serving all segments of the community without incurring unacceptable levels of credit exposure or interest rate risk. The origination of these loans will also provide additional fee income. 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 judgment the collateral value and/or the borrower's financial condition does not justify accruing interest. As a general rule, commercial and real estate loans are reclassified to nonaccruing status at or before becoming 90 days past due. Interest previously recorded but not deemed collectible is reversed and charged against current income. Subsequent interest income on nonaccrual loans is thereafter recognized only when collected. Non-real estate secured consumer loans are not placed in nonaccruing status, but are chargedoff when policy-determined delinquent status is reached. Net chargeoffs were $21,000 at September 30, 1996 compared to $82,000 at September 30, 1995. In prior periods the Company has historically outperformed its peer group's net loan loss average, and although peer data has yet to be released for the current period, that trend should continue. 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 Management maintains a listing of loans warranting either the assignment of a specific reserve amount or other special administrative attention. This listing, together with a listing of all classified loans, nonaccrual loans and loans delinquent 30 days or more, is reviewed monthly by the board of directors of each subsidiary. INDIANA UNITED BANCORP FORM 10-Q Summary of Allowance for Loan Losses (Dollars in thousands) 1996 Year ended thru December 31, Sept 30 1995 Balance at beginning of period $2,754 $2,784 Chargeoffs: Commercial 16 91 Real-estate mortgage - 38 Installment 52 31 Total chargeoffs 68 160 Recoveries: Commercial 30 61 Real-estate mortgage 1 27 Installment 16 12 Total recoveries 47 100 Net chargeoffs 21 60 Provision for loan losses 90 30 Balance at end of period $2,823 $2,754 Ratio of net chargeoffs to average loans outstanding during the period .01% .03% Ratio of provision for loan losses to average loans outstanding during the period .04% .02% Ratio of allowance to total loans at end of period 1.31% 1.37% Allocation of the Allowance for Loan Losses (Dollars in thousands) September 30, 1996 December 31,1995 Amount Percent Amount Percent Real estate: Residential $ 141 5% $ 134 5% Agricultural 13 1 14 Commercial 743 26 575 21 Construction and development 59 2 75 3 Total real estate 956 34 798 29 Commercial: Agribusiness 144 5 117 4 Other commercial 219 8 445 16 Total commercial 363 13 562 20 Consumer 182 6 131 5 Unallocated 1,322 47 1,263 46 Total $2,823 100% $2,754 100% INDIANA UNITED BANCORP FORM 10-Q 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 collection action are much lower than losses incurred after prolonged legal proceedings. Accordingly, the Company observes the practice of quickly initiating stringent collection efforts in the early stages of loan delinquency. The adequacy of the allowance for loan losses in each subsidiary is reviewed at least monthly. The determination of the provision amount 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, the amount of loans presently outstanding, and the amount and composition of growth expectations. The allowance for loan losses as of September 30, 1996, is considered adequate by management. The Company adopted SFAS No.114 and No.118, Accounting by Creditors for Impairment of a Loan and Accounting by Creditors for Impairment of a Loan- Income Recognition and Disclosures, on January 1, 1995. Impaired loans are measured by the present value of expected future cash flows, or the fair value of the collateral of the loan, if collateral dependent. The amount of impaired loans at September 30, 1995 and 1996 was not material. Investment Securities Investment securities offer flexibility in the Company's management of interest rate risk, and is the primary means by which the Company provides liquidity and responds to changing maturity characteristics of assets and liabilities. The Company's investment policy prohibits trading activities and does not allow investment in high risk derivative products or junk bonds. Effective January 1, 1994, the Company adopted new accounting rules for securities. The rules require that each security must be individually designated as a "held to maturity" (HTM) security or as an "available for sale" (AFS) security. Late in 1995, the Financial Accounting Standards Board allowed an unprecedented "one time" transition reclassification. While the vast majority of the Company's investments were already designated AFS, the Company took this opportunity to reclassify all remaining HTM securities to AFS to provide even greater management flexibility in responding to changes within financial markets. As of September 30, 1996, all investment securities are classified as AFS and are carried at fair value with unrealized gains and losses, net of taxes, excluded from earnings and reported as a separate component of shareholders' equity. A net unrealized loss of $298,000 was recorded to adjust the AFS portfolio to current market value at September 30, 1996, compared to a net unrealized loss of $195,000 at September 30, 1995. At September 30, 1996, the yield of the investment securities portfolio was 6.37%, representing a slight increase from 6.36% at September 30, 1995 and 6.33% at year end 1995. INDIANA UNITED BANCORP FORM 10-Q Variable rate securities comprised 48% of the total portfolio on September 30, 1996 compared to 55% on September 30, 1995. The weighted average life of the portfolio was 1.96 years on September 30, 1996 as compared to 1.13 years on September 30, 1995. SFAS No.119, Disclosure about Derivative Financial Instruments and Fair Value of Financial Instruments, requires disclosures about derivative financial instruments - futures, forward swap and option contracts, and other financial instruments with similar characteristics, was effective for 1995 for the Company. The Company does not have any derivative financial instruments as defined in SFAS No.119. Sources of Funds The Company relies primarily on customer deposits and securities sold under repurchase agreements, along with shareholders' equity to fund earning assets. On an infrequent basis, Federal Home Loan Bank ("FHLB") advances are used to provide additional funds. The Company is not aware of any recommendations by regulatory authorities which would materially affect liquidity, capital resources or operations. Deposits generated within local markets provide the major source of funding for earning assets. Average total deposits were 88% and 86% of total earning assets at September 30, 1996 and 1995. Total interest-bearing deposits averaged 91% of average total deposits at September 30, 1996 and 1995. Management is continuing efforts to increase the percentage of transaction-related deposits to total deposits due to the positive effect on earnings. Securities sold under repurchase agreements ("repos") are high denomination investments utilized by public entities and commercial customers as an element of their cash management responsibilities. Repos are not subject to FDIC assessment so they are less costly than large certificates of deposit. With the reduction in the FDIC assessment, repos do not have the cost advantage previously held. Management has utilized large denomination certificates of deposit thus far in 1996 to replace a portion of the funds previously invested in repos. Repurchase agreement totals however, have remained fairly steady as many long-time users still prefer this product. Short-term borrowings increased 11% at September 30, 1996 compared to the same period last year. The Company decreased average repos and other short- term borrowings at September 30, 1996 to $12,943,000 or 22% below the $16,677,000 at September 30, 1995. The Company has continued to prepay long-term debt in 1996. Long-term debt decreased $500,000 at September 30, 1996, of which $125,000 represented reductions in excess of scheduled payments. Management expects to continue its history of accelerated payments yet again in late 1996. Capital Resources Total shareholders' equity was $26,738,000 at September 30, 1996. The Company redeemed $1,000,000 of preferred stock in March 1996, $500,000 in June 1996 and the remaining $500,000 on September 30, 1996. INDIANA UNITED BANCORP FORM 10-Q The Federal Reserve Board has adopted risk-based capital guidelines which assign risk weightings to assets and off-balance sheet items. The Company's core capital (Tier 1) consists 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, 1996, Tier 1 capital to total assets was 8.30%. Total capital to risk- adjusted assets was 15.22%. Both ratios substantially exceed all regulatory definitions of a well-capitalized institution. Shareholders' equity was impacted by the Company's initial decision to categorize a large portion of its securities portfolio as AFS under accounting rules adopted January 1, 1994. Securities in this category are carried at fair value, and shareholders' equity is adjusted to reflect unrealized gains and losses, net of taxes. On November 29, 1995, in accordance with the transition reclassification allowed by the Financial Accounting Standards Board, securities previously classified at HTM were transferred to AFS. As of September 30, 1996, 100% of the investment portfolio is designated as AFS. The Company declared and paid common dividends of $.21 per share in the third quarter of 1996 and $.17 for the same quarter last year. Book value per common share increased 5% to $21.37 from $20.30 on September 30, 1995. The net adjustment for AFS securities decreased book value by $.24 and $.15 at September 30, 1996 and 1995. Depending on market conditions, the adjustment for AFS securities can cause significant fluctuations in equity. The dividend payment rate on preferred stock was 6.34% during each of the past two years. Liquidity Liquidity management involves maintaining sufficient cash levels to fund operations and to meet the requirements of borrowers, depositors, and creditors. Higher levels of liquidity bear higher corresponding costs, measured in terms of lower yields on short-term, more liquid earning assets, and higher interest expense involved in extending liability maturities. Liquid assets include cash and cash equivalents, money market instruments, and securities maturing within one year. In addition, the Company holds $75,586,000 of AFS securities maturing after one year which can be sold to meet liquidity needs. Liquidity is reinforced by maintaining a relatively stable funding base, which is achieved by diversifying funding sources, extending the contractual maturity of liabilities, and limiting reliance on volatile short-term purchased funds. The Company's strategy is to fund assets to the maximum extent possible with core deposits, which provide a sizable source of relatively stable and low-cost funds. Average core deposits funded approximately 88% of total earning assets at September 30, 1996. Shareholders' equity and long-term debt also contribute to liquidity by reducing the need to continually rely on short-term purchased funds. At the end of September 1996, long-term debt totaled 2% of total assets and 21% of total shareholders' equity versus 2% of total assets and 24% of total shareholders' equity at September 30, 1995. Management believes the Company has sufficient liquidity to meet all reasonable borrower, depositor, and creditor needs in the present economic environment. INDIANA UNITED BANCORP FORM 10-Q Interest Rate Risk At September 30, 1996 the Company held approximately $180,549,000 in assets, comprised of securities, loans, short-term investments, and federal funds sold, which were interest sensitive in one year or less time horizons. The Company's interest rate sensitivity analysis for the period ended September 30, 1996 is presented below. Core deposits are distributed or spread among the various repricing categories based upon historical patterns of repricing which are reviewed periodically by management. The assumptions regarding these repricing characteristics greatly influence conclusions regarding interest sensitivity. Management believes its assumptions regarding these liabilities are reasonable. Effective asset/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's strategy is to maintain near neutral when rates are likely to remain stable and shifting slightly toward a negative gap when rate are expected to decline and a positive gap when rates are expected to rise. The Company is continuing to pursue a strategy to attain a neutral to a slightly negative gap position in the belief that the current interest rate cycle has peaked. In any event, the Company does not anticipate that its earnings will be materially impacted the remainder of 1996 regardless of the direction interest rates may trend. Rate Sensitivity Analysis at September 30, 1996 (Dollars in thousands) Maturing or Repricing Over 3 - 3 Months 1 Year 3 Years 5 Years Rate-sensitive assets $ 95,883 $ 84,666 $ 37,307 $ 35,173 Rate-sensitive liabilities 118,138 77,071 45,954 23,933 Rate sensitivity gap (assets less liabilities) $ (22,255) $ 7,595 $ (8,647) $ 11,240 Rate sensitivity gap (cumulative) $ (22,255) $(14,660) $(23,307) $(12,067) Percent of total assets (cumulative) (6.9%) (4.6%) (7.3%) (3.8%) Rate-sensitive assets/ liabilities (cumulative) 81.2% 92.5% 90.3% 95.4% *Interest-bearing transaction and savings accounts are not presented as immediately repriceable in the above table. Effects of Changing Prices The Company's asset and liability structure is substantially different from that of an industrial company in that most of its assets and liabilities are monetary in nature. Management believes the impact of inflation on financial results depends upon the Company's ability to react to changes in interest rate and, by such reaction, reduce the inflationary impact on performance. Interest rates do INDIANA UNITED BANCORP FORM 10-Q not necessarily move in the same direction at the same time, or at the same magnitude, as the prices of other goods and services. As discussed previously, management relies on its ability to manage the relationship between interest-sensitive assets and liabilities to protect against wide interest rate fluctuations, including those resulting from inflation. Accounting Changes The FASB has issued SFAS No.121, Accounting for the Impairment of Long- Lived Assets to be Disposed Of. This Statement establishes guidance for recognizing and measuring impairment losses and requires that the carrying amount of impaired assets be reduced to fair value. Long-lived assets and certain identifiable intangibles must be reviewed for impairment whenever events indicate that the carrying amount of the assets may not be recoverable. SFAS No.121 was effective in 1996 for the Company. The adoption of SFAS No.121 did not have any material effect on results of operation or financial condition in 1996. SFAS No.122, Accounting for Mortgage Servicing Rights, pertains to mortgage banking and financial institutions that conduct operations that are substantially similar to the primary operations of a mortgage banking enterprise. The Statement eliminates the accounting distinction between mortgage servicing rights that are acquired through loan origination activities and those acquired through purchase transactions. Under this Statement, if the Company enters into mortgage banking activities and sells or securitizes loans and retains the mortgage servicing rights, the Company must allocate the total cost of the mortgage loans to the mortgage servicing rights and the loans (without the rights) based on their relative fair values. SFAS No.122 was effective for the Company in 1996. Since the Company does not currently engage in mortgage banking activities, the adoption of this Statement did not have any material effect on 1996 operations or financial position. SFAS No.123, Stock Based Compensation, was effective for the Company in 1996. This Statement requires expanded disclosures rather than recognition of compensation cost as was originally required by the exposure draft of this Statement for fixed, at the money, options. However, employers are encouraged to recognize the cost of stock-based compensation plans in their financial statements. Currently, the Company has no stock-based compensation plans and adoption of SFAS No.123 did not have any effect on 1996 financial statements. 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 September 30, 1996 and furnished to Registrant's shareholders is attached to this Form 10-Q. 27: Financial Data Schedule 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 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, 1996 By: /s/Robert E. Hoptry Robert E. Hoptry Chairman and President November 13, 1996 By: /s/Jay B. Fager Jay B. Fager Chief Financial Officer, Treasurer and Principal Accounting Officer INDIANA UNITED BANCORP FORM 10-Q EXHIBIT INDEX Exhibit Page 20 The Financial Report dated September 30, 1996 and 26-30 furnished to Registrant's shareholders is attached 27 Financial Data Schedule 31