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 MARCH 31, 1997 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 March 31, 1997 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 9-21 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 22 Signatures 23 Exhibit Index 24 INDIANA UNITED BANCORP FORM 10-Q PART I. FINANCIAL INFORMATION Item 1. Financial Statements CONSOLIDATED CONDENSED BALANCE SHEET (Unaudited) (Dollars in thousands) Mar 31, Dec 31, 1997 1996 Assets Cash and due from banks $ 10,881 $ 13,236 Interest-bearing demand deposits 66 60 Federal funds sold 350 5,900 Cash and cash equivalents 11,297 19,196 Short-term investments 100 100 Securities available for sale 80,046 81,187 Loans 228,575 219,483 Less: Allowance for loan losses 2,493 2,506 Net loans 226,082 216,978 Premises and equipment 5,920 5,919 Federal Home Loan Bank stock 1,138 1,138 Core deposit intangibles 98 106 Accrued interest receivable 2,043 1,952 Other real estate 1,000 1,000 Other assets 1,502 771 Total assets $329,226 $328,346 Liabilities Deposits: Non-interest bearing $ 22,625 $ 29,001 Interest bearing 255,773 247,401 Total deposits 278,398 276,402 Short-term borrowings 14,378 15,683 Long-term debt 5,000 5,000 Accrued interest payable 1,269 1,272 Other liabilities 2,081 2,240 Total liabilities 301,126 300,597 Shareholders' equity 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 (159) 95 Retained earnings 16,331 15,726 Total shareholders' equity 28,100 27,749 Total liabilities and shareholders' equity $329,226 $328,346 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 March 31, 1997 1996 Interest income: Loans, including fees $4,885 $4,359 Investment securities: Taxable 1,250 1,228 Tax-exempt 48 49 Federal funds sold 37 93 Interest-bearing deposits 2 8 Total interest income 6,222 5,737 Interest expense: Deposits 2,795 2,590 Short-term borrowings 182 167 Long-term debt 99 122 Total interest expense 3,076 2,879 Net interest income 3,146 2,858 Provision for loan losses 45 27 Net interest income after provision for loan losses 3,101 2,831 Noninterest income: Securities gains 3 - Other operating income 382 321 Total noninterest income 385 321 Noninterest expense 2,014 2,001 Income before income tax 1,472 1,151 Income tax expense 580 454 Net income $ 892 $ 697 Per common share: Net income $0.71 $0.54 Cash dividends declared 0.23 0.20 Average common shares outstanding 1,250,897 1,250,897 See notes to consolidated condensed financial statements. INDIANA UNITED BANCORP FORM 10-Q CONSOLIDATED CONDENSED STATEMENT OF CHANGES TO SHAREHOLDERS' EQUITY (Unaudited) (Dollars in thousands) 1997 1996 Balance, January 1 $27,749 $28,245 Net income 892 697 Net change in unrealized gains (losses) on securities available for sale (254) (262) Redemption of preferred stock - (1,000) Cash dividends: Preferred stock - (26) Common stock (287) (250) Balance, March 31 $28,100 $27,404 See notes to consolidated condensed financial statements. INDIANA UNITED BANCORP FORM 10-Q CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS (Unaudited) (Dollars in thousands) Three months ended March 31 1997 1996 Cash flows from operating activities: Net income $ 892 $ 697 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 45 27 Depreciation and amortization 183 165 Premiums and discounts amortization on investment securities 17 27 Accretion of loan and deposit fair value adjustments 23 25 Amortization and reduction of core deposit intangibles 8 9 Securities gains (3) - Net change in Income receivable (91) 5 Interest payable (3) (56) Other adjustments 159 (384) Net cash provided by operating activities 1,230 515 Cash flows from investing activities: Net change in interest-bearing time deposit maturities (6) 5,017 Purchases of securities available for sale (2,515) (7,836) Proceeds from maturities and paydowns of securities available for sale 1,045 4,612 Proceeds from sales of securities available for sale 329 - Net change in loans (9,092) 1,566 Purchases of premises and equipment (184) (106) Other investment activities 890 (33) Net cash provided (used) by investing activities (9,533) 3,220 Cash flows from financing activities: Net change in: Noninterest bearing, NOW, money market and savings deposits (6,420) (7,052) Certificates of deposit 8,416 557 Short-term borrowings (1,305) (1,889) Payments on long-term debt - (500) Redemption of preferred stock - (1,000) Cash dividends (287) (276) Net cash provided (used) by financing activities 404 (10,160) Net decrease in cash and cash equivalents (7,899) (6,425) Cash and cash equivalents, beginning of period 19,196 18,929 Cash and cash equivalents, end of period $11,297 $12,504 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 three months ended March 31, 1997 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 March 31, 1997 U.S. Treasury $ 2,004 $ 1 $ 4 $ 2,001 Federal Agencies 25,398 170 301 25,267 State and municipal 4,011 36 15 4,032 Corporate and other securities 198 12 186 Mortgage-backed securities 48,689 480 609 48,560 Totals $80,300 $687 $941 $80,046 Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value Securities Available for Sale at December 31, 1996 U.S. Treasury $ 2,006 $ 3 $ 5 $ 2,004 Federal Agencies 24,556 416 148 24,824 State and municipal 4,057 35 17 4,075 Corporate and other securities 244 2 242 Mortgage-backed securities 50,157 489 604 50,042 Totals $81,020 $943 $776 $81,187 Beyond Within 1-5 5-10 10 1 Year Years Years Years Totals Maturity Distributions at March 31, 1997 U.S. Treasury $2,001 $ 2,001 Federal Agencies 2,097 $10,859 $12,311 25,267 State and municipal 522 1,863 1,319 $ 328 4,032 Corporate and other securities 186 186 Mortgage-backed securities 425 4,084 3,178 40,873 48,560 Totals $5,045 $16,806 $16,994 $41,201 $80,046 Weighted average yields 5.37% 5.97% 6.92% 6.66% 6.49% *Amounts in the table above are based on scheduled maturity or call dates. INDIANA UNITED BANCORP FORM 10-Q NOTE 3. Mar 31 Dec 31 1997 1996 Loans: Commercial $ 11,084 $ 7,834 Agricultural production financing and other loans to farmers 10,474 11,178 Commercial real estate mortgage 26,800 27,691 Residential real estate mortgage 114,632 109,962 Farm real estate 26,904 26,843 Construction and development 6,595 6,589 Consumer 30,532 27,567 Government guaranteed loans purchased 1,554 1,819 Total loans $228,575 $219,483 Underperforming loans: Nonaccruing loans $ 320 $1,245 Accruing loans contractually past due 90 days or more as to principal or interest payments 7 5 Allowance for loan losses: Balances, January 1 $2,506 $2,754 Provision for losses 45 150 Recoveries on loans 20 58 Loans charged off (78) (456) Balances, end of period $2,493 $2,506 NOTE 4. Deposits: Noninterest-bearing demand $ 22,625 $ 29,001 Interest-bearing demand 36,639 36,514 Money market deposit accounts 30,486 31,212 Savings 28,784 28,619 Certificates of deposit $100,000 or more 35,043 32,083 Other certificates and time deposits 124,821 118,973 Total deposits $278,398 $276,402 NOTE 5. Short-term borrowings: Federal funds purchased $ 2,000 $ 750 Securities sold under repurchase agreements 10,002 12,989 U.S. Treasury demand notes 2,376 1,944 Total short-term borrowings $14,378 $15,683 INDIANA UNITED BANCORP FORM 10-Q Item 2. Management's Discussion and Analysis (Table Dollar Amounts in Thousands) 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. 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. As of March 31, 1997, Union Bank held assets totaling $218 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 $112 million, held by three banking offices in Floyd and Clark counties. Both subsidiaries offer competitive commercial and consumer loan and deposit related services. Union Bank also operates general line insurance agencies in both Decatur and Jay counties and offers a broad range of personal and business trust services. Forward-Looking Statements Except for historical information contained herein, the discussion in this Form 10-Q quarterly report 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 of 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 pursuing strategies which will continue to preserve it's community-focused philosophy. In conformance with the Plan, during 1995, the Company initiated actions intended to build a stronger customer base in its primary markets. The Company invested approximately $500,000 to renovate Regional Bank's main office, providing direct lobby access of all customer service and loan personnel, and greatly improving drive-up and electronic banking services. Unlike many of the large super regional banks, which are closing branches in record numbers, the Company believes it is important to maintain community banking centers. Accordingly, an additional $500,000 was invested to create two new branch offices. The Allison Lane branch in Jeffersonville was opened by Regional Bank to provide greater access to present and prospective customers in Clark County. INDIANA UNITED BANCORP FORM 10-Q Union Bank opened the IGA supermarket branch in Greensburg, exclusively providing seven-day banking and extended hours to the community. In an effort to make its services more accessible and convenient, the Company intends to relocate the Grantline Branch of Regional Bank. The Company is also considering the relocation of certain Union Bank branches. These potential changes will increase visibility, enhance drive-thru banking and ATM accessibility, and improve ingress and egress. A continuing tenet of the Plan is to establish and cultivate more proactive relationships with financial analysts and market makers in the Company's stock. As a result of our relationship-building efforts, Stifel, Nicolaus & Company, Incorporated, based in St. Louis, Missouri, became a market maker in Indiana United Bancorp shares in November, 1996, joining current market makers J.J.B. Hilliard/W.L. Lyons, Inc. and NatCity Investments, Inc.. During 1996, many technological improvements were initiated. Certain of these improvements, such as upgrading communication lines, have provided faster response time for customer transactions. Others represent capital investments which allow the Company to continue to effectively compete within a financial services industry that is becoming increasingly dependent upon technology. In 1997, several hundred thousand dollars are budgeted for additional technology enhancements, such as an automated voice response information system, additional ATMs, laser printed deposit statements, optical disk storage, and an increase in the power and memory of the AS400 computer system which will allow for improved efficiency in the management of computer resources. The dynamics of the Plan assure continually evolving goals, 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 Earnings for the first quarter of 1997 increased 28% to $892,000 as compared to the same quarter of 1996. Noninterest income in 1997 reflects a decline in insurance commissions due mainly to lower levels of profit sharing received from participating companies based on claims experience. Trust income and service charge income increased over the prior year period. Non-interest expense reflects reduced Federal Deposit Insurance Corporation ("FDIC") assessments due to a lower deposit insurance assessment rate. Net income per common share for the first quarter equaled $.71 in 1997, compared to $.54 in 1996. The Company's return on average total assets for the first quarter was 1.11% in 1997, and .92% in 1996. Return on average common shareholders' for the first quarter was 12.96% in 1997 and 10.23 in 1996. INDIANA UNITED BANCORP FORM 10-Q 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. First quarter net interest income of $3,146,000 in 1997 increased 10% from $2,858,000 in 1996. Throughout 1996 and into the current year, the Company has employed a deposit-pricing strategy focused on retaining and attracting lower cost short-to-moderate term funds. Management correctly anticipated a relatively flat rate environment throughout 1996 and into 1997. The Company believes this strategy greatly enhanced 1996 net interest income and has had a positive effect on first quarter 1997 earnings, even though interest rates have increased slightly since year-end 1996. Although many of the Company's peer group competitors reported flat or marginally changed net interest margins for the full year 1996, the Company increased its net interest margin by 23 basis points. For the first quarter of 1997, the Company increased its net interest margin to 4.09%, or 13 basis points over the same period last year. INDIANA UNITED BANCORP FORM 10-Q AVERAGE BALANCE SHEET AND NET INTEREST ANALYSIS (Taxable equivalent basis)(1) Three months ended March 31,1997 March 31,1996 Avg. Yield/ Avg. Yield/ Bal. Interest Rate Bal. Interest Rate ASSETS Interest-bearing deposits $ 176 $ 2 4.61% $ 590 $ 8 5.45% Federal funds sold 2,901 37 5.17% 6,974 93 5.36% Securities(2): Taxable 78,173 1,250 6.40% 79,037 1,228 6.21% Tax-exempt 3,941 73 7.41% 3,950 74 7.49% Total securities 82,114 1,323 6.44% 82,987 1,302 6.28% Loans(3): Commercial 67,794 1,601 9.58% 62,229 1,466 9.48% Real estate mortgage 124,212 2,492 8.02% 117,954 2,349 7.97% Instalment 30,099 761 10.25% 18,199 503 11.12% Govt. guaranteed loans purchased 1,605 31 7.83% 2,045 41 8.06% Total loans 223,710 4,885 8.79% 200,427 4,359 8.72% Total earning assets 308,901 6,247 8.13% 290,978 5,762 7.94% Allowance for loan losses (2,500) (2,758) Unrealized losses on securities 36 279 Cash and due from banks 9,586 9,107 Premises and equipment 5,917 5,966 Other assets 4,226 2,737 Total assets $326,166 $306,309 LIABILITIES Interest-bearing deposits: Interest-bearing demand deposits $ 36,635 254 2.81% $ 29,183 175 2.41% Money market investment accounts 30,394 274 3.66% 34,545 309 3.60% Savings 28,509 226 3.21% 28,797 233 3.25% Certificates of deposit and other time deposits 155,449 2,041 5.32% 139,123 1,873 5.41% Total interest- bearing deposits 250,987 2,795 4.52% 231,648 2,590 4.50% Short-term borrowings 14,274 182 5.17% 12,785 167 5.25% Long-term debt 5,000 99 8.03% 5,934 122 8.27% Total interest- bearing liabilities 270,261 3,076 4.62% 250,367 2,879 4.62% Noninterest bearing demand deposits 24,336 23,980 Other liabilities 3,661 3,784 Total liabilities 298,258 278,131 Shareholders' equity 27,908 28,178 Total liabilities and shareholders' equity $326,166 3,076 4.04%(4)$306,309 2,879 3.98% Net interest income $3,171 4.09% $2,883 3.96% Adjustment to convert tax exempt securities and loans to a fully taxable equivalent basis using a marginal rate of 34% $ 25 $ 25 (1) Adjusted to reflect income related to securities and loans exempt from Federal income taxes. (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 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 First quarter noninterest income in 1997 exceeded 1996 by $64,000 or 20%. Security gains of $3,000 were realized in the first quarter of 1997 compared to no gain or loss for the same period in 1996. Insurance commissions continue to represent the largest component of first quarter recurring noninterest income, equaling 23% in 1997 and 31% in 1996. The current quarter decline of $10,000 represents the loss of year- end profit sharing programs from primary carriers due to claims experience. Trust income increased $6,000 over 1996, due to an increase in estate income and assets under management. The level of estate assets administered may cause trust income to fluctuate significantly from year to year. Service charges on deposit accounts increased in 1997 by $32,000, or 28%, primarily due to the strong growth in a new interest-bearing checking account introduced in early 1996. Deposit growth and interest rate variables will also affect service charge income in 1997. It is anticipated that throughout the remainder of 1997 the Company will experience additional deposit growth, generating even higher service charge income. (Dollars in thousands) 1997 1996 1st Qtr 1st Qtr Insurance commissions $ 88 $ 98 Trust fees 56 50 Service charges on deposit accounts 148 116 Gains on sales of securities 3 - Other income 90 57 $385 $321 Noninterest Expense The largest component of noninterest expense is personnel expense. Personnel expenses increased in the first quarter of 1997 by $3,000, or less than 1%. Improvements in technology implemented throughout 1996 has enabled the Company to effectively control staffing levels. Normal staff salary adjustments and increased benefit costs have been incurred in both 1997 and 1996, including amounts accrued in connection with the employee performance incentive compensation plan. Personnel expenses in 1997 are not expected to change materially from 1996. Deposit insurance premiums were $28,000 less in 1997 as compared to the same prior year period, due to an overall lower rate on which the insurance premium was calculated. Since the bank insurance fund reached a mandated funding level in 1995, the 1996 assessment rate for the Company's commercial bank was reduced to the $2,000 per year minimum level permissible, but in 1997 has increased to 1.29 cents per $100 of deposits. INDIANA UNITED BANCORP FORM 10-Q Through the year 1999, 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 assessed prior to September 30, 1996. After this 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) 1997 1996 1st Qtr 1st Qtr Salaries and employee benefits $1,118 $1,115 Premises and equipment expenses 391 382 Professional fees 52 51 Amortization of core deposit intangibles 8 9 Deposit insurance/supervisory assessment 35 63 Stationery, printing, supplies 82 67 Insurance 25 29 Postage 33 52 Other operating expenses 270 233 $2,014 $2,001 Income Taxes The effective tax rate for the first quarter was 39% for both 1997 and 1996. The Company and its subsidiaries will file consolidated income tax returns for 1997. Financial Condition Total average assets in 1997 increased $19,857,000 over the prior year. March 31, 1997 assets increased to $329,226,000 from $328,346,000 at December 31, 1996. Securities maturities and repayments have been used to fund loan growth in 1997. Average earning assets represented 95% of average total assets for the first quarter of 1997 and 1996. Average loans represent approximately 69% of average assets in the first quarter of 1997 compared to 65% in 1996 for the same period. Management intends to continue it's emphasis on loan growth throughout the remainder of 1997. Average noninterest-bearing deposits at March 31, 1997 increased slightly more than 1% in 1997 compared to March 31, 1996. Average interest-bearing deposits increased $19,339,000 or 8% at March 31, 1997 compared to the same date in 1996. Average interest-bearing demand deposits increased $7,452,000 since March 31, 1996, primarily due to the success of a new interest-bearing checking account introduced early in 1996. Average savings accounts have remained stable since March 31, 1996. Average money market investment accounts decreased $4,151,000 or 12% as compared to the prior year due to the shifting of funds to the new interest-bearing demand deposit. Average certificates of deposit and other time deposits increased approximately $16,326,000 at March 31, 1997 compared to the prior year. INDIANA UNITED BANCORP FORM 10-Q Long-term debt is primarily the Company's loan for the purchase of Regional 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 believes it has complied with all terms and covenants of the loan agreement. A principal payment of $375,000 is due June 30, 1997 and the balance of the loan is due December 31, 1997. Prior to that time, the Company intends to negotiate the refinancing of its long-term borrowing needs. Shareholders' equity was $28,100,000 on March 31, 1997 compared to $27,404,000 on March 31, 1996. Book value per common share increased to $22.46 or 6% from $21.11 at March 31, 1996 The unrealized loss on securities available for sale, net of taxes, totaled $159,000 or $.13 per share at March 31, 1997 compared to an unrealized loss of $67,000 or $.05 at March 31, 1996. Excluding the net unrealized losses on securities available for sale, book value per share was $22.59 at March 31, 1997, or an increase of 6% over the comparable book value at quarter end 1996. The Company redeemed $1,000,000 of its preferred stock in the first quarter of 1996. The remainder of the preferred stock was redeemed in September, 1996. Commencing October 1, 1996 all earnings accrue solely to the common shareholders. 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 ofthe 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 may be elevated if undue concentrations of loans in specific industry segments and to out of area borrowers are incurred. Accordingly, the Company's board of directors regularly monitors such concentrations to determine compliance with its restrictive loan allocation policy. The Company believes it has no undue concentrations of loans. Total loans increased $9,092,000 or 4% since December 31, 1996 primarily reflecting the expansion of the consumer loan portfolio and management's emphasis on indirect automobile financing which began in late 1995 and has continued to the present. Total loans increased $28,788,000 or 14%, since March 31, 1996 and consumer loans increased $11,486,000 or 60% since that same date. The Company's emphasis on increasing consumer loans provides greater diversification within the portfolio and 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% minimum downpayment guidelines, it does originate both fixed rate loans and loans with little or no downpayment for a noncompeting mortgage lender. This program assisted 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 provides fee income. 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 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 payments collected on nonaccrual loans may thereafter be recognized as interest income or may be applied as a reduction of the loan balance, as circumstances warrant. Non- real estate secured consumer loans are not placed in nonaccruing status, but are charged off when policy-determined delinquent status is reached. Net chargeoffs were $58,000 at March 31, 1997 compared to $21,000 on March 31, 1996. As a percentage of average loans, net chargeoffs equaled .03% and .01% respectively for March 31, 1997 and 1996. In prior periods, the Company has historically outperformed its peer group's net loan loss average. Although peer group data for the first quarter of 1997 is not yet available, that trend should continue. Foreclosed real estate held by the Company at March 31, 1997 consisted of a single property. The property is expected to be sold by mid-year 1997 with minimal gain or loss realized. 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. 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 prompt, aggressive collection actions 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 March 31, 1997, is considered adequate by management. INDIANA UNITED BANCORP FORM 10-Q Summary of Allowance for Loan Losses (Dollars in thousands) 1997 Year ended thru December 31, March 31 1996 Balance at beginning of period $2,506 $2,754 Chargeoffs: Commercial 11 352 Real-estate mortgage 19 - Consumer 48 104 Total chargeoffs 78 456 Recoveries: Commercial - 33 Real-estate mortgage 2 1 Consumer 18 24 Total recoveries 20 58 Net chargeoffs 58 398 Provision for loan losses 45 150 Balance at end of period $2,493 $2,506 Ratio of net chargeoffs to average loans outstanding during the period .03% .19% Ratio of provision for loan losses to average loans outstanding during the period .02% .07% Ratio of allowance to total loans at end of period 1.09% 1.14% Allocation of the Allowance for Loan Losses (Dollars in thousands) March 31, 1997 December 31, 1996 Amount Percent Amount Percent Real estate: Residential $ 134 5% $ 144 6% Farm real estate 13 - 13 1 Commercial 288 12 313 12 Construction and development 68 3 71 3 Total real estate 503 20 541 22 Commercial: Agribusiness 144 6 151 6 Other commercial 128 5 203 8 Total commercial 272 11 354 14 Consumer 238 10 207 8 Unallocated 1,480 59 1,404 56 Total $2,493 100% $2,506 100% INDIANA UNITED BANCORP FORM 10-Q The allocation presented in the preceding table is based primarily on previous credit loss experience, adjusted for changes in the risk characteristics of each category. Additional amounts are allocated based on an evaluation of the loss potential of individual troubled loans and the anticipated effect of economic conditions on both individual loans and loan categories. Because the allocation is based on estimates and subjective judgment, it is not necessarily indicative of the specific amounts or loan categories in which losses may ultimately occur. 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. As of December 31, 1996, all investment securities were 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 $159,000 was recorded to adjust the AFS portfolio to current market value at March 31, 1997, compared to a net unrealized loss of $67,000 at March 31, 1996. At March 31, 1997, the tax equivalent yield of the investment securities portfolio was 6.49%, representing an increase from 6.28% at March 31, 1996. Variable rate securities comprised 49% of the total portfolio on March 31, 1997 compared to 52% on March 31, 1996. The reduction of variable rate securities extended the weighted average repriceable life of the portfolio at quarter end to 2.24 years in 1997 compared to 1.50 years in 1996. 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. Deposits generated within local markets provide the major source of funding for earning assets. Average total deposits were 89% and 88% of total earning assets at March 31, 1997 and 1996 respectively. Total interest- bearing deposits averaged 91% of average total deposits at March 31, 1997 and 1996. 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 offer as much cost advantage as previously experienced. Management is utilizing large denomination certificates of deposit to replace a portion of customer funds previously invested in repos. Average short-term borrowings increased 12% at March 31, 1997 compared to March 31, 1996. INDIANA UNITED BANCORP FORM 10-Q On June 30, 1997 a $375,000 principal payment on long-term debt is due and on December 31, 1997, the remaining balance is due. Prior to that time, the Company intends to negotiate the refinancing of its long-term borrowing needs. Capital Resources Common shareholders' equity increased $1,696,000 to $28,100,000 at March 31, 1997 as compared to March 31, 1996. Total shareholders' equity increased by $696,000 after the redemption of $1,000,000 of preferred stock in 1996. All of the preferred shares have now been redeemed. The Federal Reserve Board and other regulatory agencies have 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 March 31, 1997, tier 1 capital to total assets was 8.49%. Total capital to risk-adjusted assets was 15.09%. Both ratios substantially exceed all required ratios established for bank holding companies. Risk-adjusted capital levels of the Company's subsidiary banks exceed regulatory definitions of well-capitalized institutions. Shareholders' equity is impacted by the Company's decision to categorize its entire 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. The Company declared and paid common dividends of $.23 per share in the first quarter of 1997 and $.20 for the same quarter in 1996. Book value per common share increased to $22.46 from $21.11 in 1996. The net adjustment for AFS securities decreased book value by $.13 and $.05 at March 31, 1997 and 1996. 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% in 1996. 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, loans and securities maturing within one year, and money market instruments. In addition, the Company holds $75,001,000 of AFS securities maturing after one year which can be sold to meet liquidity needs. Liquidity is supported 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. Short-term funding needs can arise from declines in deposits or other funding sources, drawdowns of loan commitments and requests for new loans. 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 89% of total earning assets at March 31 in each of the last two years. INDIANA UNITED BANCORP FORM 10-Q Management believes the Company has sufficient liquidity to meet all reasonable borrower, depositor, and creditor needs in the present economic environment. The Company has not received any recommendations from regulatory authorities which would materially affect liquidity, capital resources or operations. Interest Rate Risk At March 31, 1997 the Company held approximately $165,208,000 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 quarter ended March 31, 1997 appears 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 will seek to attain a more neutral gap position in 1997 based upon its the belief that the current interest rate environment will remain relatively stable throughout 1997. In any event, the Company does not anticipate that its earnings will be materially impacted in 1997, regardless of the direction interest rates may trend. Rate Sensitivity Analysis at March 31, 1997 (Dollars in thousands) Maturing or Repricing Over 3 - 3 Months 1 Year 3 Years 5 Years Rate-sensitive assets $ 85,493 $ 79,715 $ 43,560 $37,839 Rate-sensitive liabilities 108,063 84,647 56,506 22,743 Rate sensitivity gap (assets less liabilities) $(22,570) $ (4,932) $(12,946) $15,096 Rate sensitivity gap (cumulative) $(22,570) $(27,502) $(40,448) $(25,352) Percent of total assets (cumulative) (6.9%) (8.4%) (12.3%) (7.7%) Rate-sensitive assets/ liabilities (cumulative) 79.1% 85.7% 83.8% 90.7% *Interest-bearing transaction and savings accounts are not presented as immediately repriceable in the above table. INDIANA UNITED BANCORP FORM 10-Q 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 rates and, by such reaction, reduce the inflationary impact on performance. Interest rates do 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 SFAS No. 125, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, provides consistent standards for distinguishing transfers of financial assets that are sales from transfers that are considered secured borrowings. A transfer of financial assets in which the transferor surrenders control over those assets is accounted for as a sale to the extent that consideration other than beneficial interests in the transferred assets is received in exchange. The transferor has surrendered control over transferred assets only if certain conditions are met. This statement provides detailed measurement standards for assets and liabilities included in these transactions. It also includes implementation guidance for assessing isolation of transferred assets and for accounting for transfers of many specific types of transactions. Except as amended by SFAS No. 127, this statement is effective for transfers and servicing of financial assets and extinguishments of liabilities occurring after December 31, 1996 and is to be applied prospectively. Earlier or retroactive application is not permitted. SFAS No. 127 defers for one year the effective date (a) of paragraph 15 of SFAS No. 125 and (b) for repurchase agreement, dollar-roll, securities lending, and similar transactions, of paragraphs 9-12 and 237(b) of SFAS No. 125. SFAS No. 127 provides additional guidance on the types of transactions for which the effective date of SFAS No. 125 has been deferred. It also requires that if it is not possible to determine whether a transfer occurring during calendar-year 1997 is part of a repurchase agreement, dollar-roll, securities lending, or similar transaction, then paragraphs 9- 12 of SFAS No. 125 should be applied to that transfer. Management does not expect adoption of these statements to have any material effect on 1997 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: Report to Shareholders - First Quarter, 1997 and furnished to Registrant's shareholders is attached to this Form 10-Q. 27: Financial Data Schedule (electronic filing only) 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 May 14, 1997 By: /s/Robert E. Hoptry Robert E. Hoptry Chairman and President May 14, 1997 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 Report to Shareholders - First Quarter, 1997 and 25-26 furnished to Registrant's shareholders is attached 27 Financial Data Schedule (electronic filing only) 27