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, 1998 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, 1998 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 9-28 Item 3. Quantitative and Qualitative Disclosures About Market Risk 23 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 29 Signatures 30 Exhibit Index 31 PART I. FINANCIAL INFORMATION Item 1. Financial Statements CONSOLIDATED CONDENSED BALANCE SHEET (Unaudited) (Dollars in thousands) March 31, Dec 31, 1998 1997 Assets Cash and due from banks $ 11,257 $ 12,609 Interest-bearing demand deposits 47 58 Federal funds sold 19,975 31,350 Cash and cash equivalents 31,279 44,017 Securities available for sale 69,524 70,446 Loans 253,573 247,454 Less: Allowance for loan losses 2,803 2,731 Net loans 250,770 244,723 Premises and equipment 6,303 6,402 Federal Home Loan Bank stock 1,138 1,138 Core deposit intangibles 70 76 Accrued interest receivable 2,168 2,074 Other real estate 50 - Other assets 3,096 2,875 Total assets $364,398 $371,751 Liabilities Deposits: Non-interest bearing $ 23,368 $ 37,402 Interest bearing 260,653 252,419 Total deposits 284,021 289,821 Short-term borrowings 12,563 14,669 Federal Home Loan Bank advances 10,000 10,000 Accrued interest payable 1,566 1,430 Other liabilities 2,528 2,629 Total liabilities 310,678 318,549 Guaranteed Preferred Beneficial Interests in Company's Subordinated Debentures 22,425 22,425 Shareholders' equity Preferred stock Authorized-400,000 shares Issued and outstanding-None - - 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 699 611 Retained earnings 18,668 18,238 Total shareholders' equity 31,295 30,777 Total liabilities and shareholders' equity $364,398 $371,751 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, 1998 1997 Interest income: Loans, including fees $5,454 $4,885 Investment securities: Taxable 1,076 1,250 Tax-exempt 44 48 Federal funds sold 310 37 Interest-bearing deposits 1 2 Total interest income 6,885 6,222 Interest expense: Deposits 2,958 2,795 Short-term borrowings 126 182 Trust preferred securities 501 - Long-term debt 134 99 Total interest expense 3,719 3,076 Net interest income 3,166 3,146 Provision for loan losses 123 45 Net interest income after provision for loan losses 3,043 3,101 Noninterest income: Securities gains - 3 Other operating income 412 382 Total noninterest income 412 385 Noninterest expense 2,168 2,014 Income before income tax 1,287 1,472 Income tax expense 507 580 Net income $ 780 $ 892 Per common share: Net income $0.62 $0.71 Cash dividends declared 0.28 0.23 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) 1998 1997 Balance, January 1 $30,777 $27,749 Net income 780 892 Net change in unrealized gains (losses) on securities available for sale 88 (254) Cash dividends on common stock (350) (287) Balance, March 31 $31,295 $28,100 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 1998 1997 Cash flows from operating activities: Net income $ 780 $ 892 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 123 45 Depreciation and amortization 182 183 Premiums and discounts amortization on investment securities 8 17 Accretion of loan and deposit fair value adjustments 40 23 Amortization and reduction of core deposit intangibles 6 8 Securities gains - (3) Net change in Income receivable (94) (91) Interest payable 136 (3) Other adjustments 576 159 Net cash provided by operating activities 1,707 1,230 Cash flows from investing activities: Net change in short-term investments 11 (6) Purchases of securities available for sale (1,308) (2,515) Proceeds from maturities and paydowns of securities available for sale 350 1,045 Proceeds from sales of securities available for sale 36 329 Net change in loans (6,119) (9,092) Purchases of premises and equipment (83) (184) Other investment activities 924 890 Net cash used by investing activities (6,189) (9,533) Cash flows from financing activities: Net change in: Noninterest bearing, NOW, money market and savings deposits (9,362) (6,420) Certificates of deposit 3,562 8,416 Short-term borrowings (2,106) (1,305) Cash dividends (350) (287) Net cash provided (used) by financing activities (8,256) 404 Net decrease in cash and cash equivalents (12,738) (7,899) Cash and cash equivalents, beginning of period 44,017 19,196 Cash and cash equivalents, end of period $ 31,279 $ 11,297 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"), its wholly owned bank subsidiaries, Union Bank and Trust Company of Indiana ("Union Bank") and Regional Federal Savings Bank ("Regional Bank"), and its subsidiary IUB Capital Trust, 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, 1998 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, 1998 Federal agencies $22,968 $ 865 $ 31 $23,802 State and municipal 3,484 77 2 3,559 Corporate and other securities 2,408 9 10 2,407 Mortgage-backed securities 39,496 482 222 39,756 Totals $68,356 $1,433 $265 $69,524 Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value Securities Available for Sale at December 31, 1997 Federal agencies $23,061 $ 813 $ 43 $23,831 State and municipal 3,656 76 3 3,729 Corporate and other securities 1,123 1,123 Mortgage-backed securities 41,583 530 350 41,763 Totals $69,423 $1,419 $396 $70,446 Beyond Within 1-5 5-10 10 1 Year Years Years Years Totals Maturity Distribution at March 31, 1998 Federal agencies $3,992 $ 7,758 $12,052 $23,802 State and municipal 251 2,255 827 $ 226 3,559 Corporate and other securities 2,407 2,407 Mortgage-backed securities 63 3,522 4,932 31,239 39,756 Totals $4,306 $13,535 $17,811 $33,872 $69,524 Weighted average yields 5.24% 6.29% 6.77% 6.84% 6.61% *Amounts in the table above are based on scheduled maturity or call dates. INDIANA UNITED BANCORP FORM 10-Q NOTE 3. March 31 Dec 31 1998 1997 Loans: Commercial and industrial loans $ 8,929 $ 10,473 Agricultural production financing 12,141 10,551 Farm real estate 26,530 27,652 Commercial real estate mortgage 27,701 27,538 Residential real estate mortgage 121,898 120,342 Construction and development 8,884 5,288 Consumer 46,176 44,269 Government guaranteed loans purchased 1,314 1,341 Total loans $253,573 $247,454 Underperforming loans: Nonaccruing loans $200 $255 Accruing loans contractually past due 90 days or more as to principal or interest payments 20 8 Allowance for loan losses: Balances, January 1 $2,731 $2,506 Provision for losses 123 283 Recoveries on loans 19 191 Loans charged off (70) (249) Balances, end of period $2,803 $2,731 NOTE 4. Deposits: Noninterest-bearing demand $ 23,368 $ 37,402 Interest-bearing demand 41,987 41,272 Money market deposit accounts 31,996 29,657 Savings 29,252 27,634 Certificates of deposit $100,000 or more 20,046 25,789 Other certificates and time deposits 137,372 128,067 Total deposits $284,021 $289,821 NOTE 5. Short-term borrowings: Securities sold under repurchase agreements $11,985 $11,825 U.S. Treasury demand notes 578 2,844 Total short-term borrowings $12,563 $14,669 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, concurrent 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, 1998, Union Bank held assets totaling $231 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 $132 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. IUB Capital Trust is a business trust formed in 1997 to issue the guaranteed preferred beneficial interests in Company's subordinated debentures ("Trust Preferred Securities"). The Company owns all of the common stock of IUB Capital Trust. 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 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 Strategic Plan 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. The dynamics of the Plan assure continually evolving goals and 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. Business Strategy The Company holds either first or second market share positions as measured by total deposits in two of the three markets it serves and intends to pursue growth strategies that result in meaningful market share positions in other rural or suburban communities. The Company has sought to identify potential acquisitions in markets that offer prospects of benefiting from its community banking philosophy and will likely result in meaningful market share. In conformity with this strategy, the Company has entered into an agreement to acquire P.T.C. Bancorp ("PTC"), a bank holding company headquartered in Brookville, Indiana with total assets of $322 million. The transaction is regarded by both companies as a merger of equals and will integrate management and directors of both organizations. The merger is expected to qualify as a "pooling of interests" for accounting and financial reporting purposes and is subject to various conditions, including requisite shareholder and regulatory approvals. PTC would become a wholly owned subsidiary of the Company, and each outstanding share of PTC at the effective time of the merger would be converted into the right to receive 1.075 shares of common stock of the Company. The Company expects to issue in the aggregate up to 1,136,417 shares of common stock in the merger. The merger is scheduled for closing on April 30, 1998. PTC is also community focused, serving rural communities with populations of 10,000 or less in markets contiguous to the Company's existing locations. PTC conducts its banking business through 17 offices located in the Indiana counties of Dearborn, Franklin, Jefferson, Ripley, Rush, Fayette, Decatur, Switzerland and Wayne. Many larger midwest banking companies have begun an accelerated program of branch divestitures. The Company believes many of these branch locations will be in communities that are compatible with its growth strategies. The Company intends to bid competitively in seeking to expand through branch acquisitions. The Company was recently informed it has been selected, on the basis of a bidding process, as the purchaser of two such branches in Madison County, Indiana. Consummation of the branch acquisitions was subject to due diligence review of the assets of the branches and execution of a definitive agreement. The definitive agreement, executed in March 1998, contains customary conditions for transactions of this type. While there can be no assurance that these branch acquisitions will occur, the Company expects consummation late in the second quarter 1998. The branch acquisitions will be integrated into the operations of the Company's subsidiary, Union Bank, and will include approximately $13.6 million of loans and approximately $32.2 million of deposits. Management realized that if the Company was successful in increasing assets significantly through branch acquisitions, the regulatory capital of the Company would have been below levels acceptable to management and regulatory authorities. In preparation for significant growth, the Company issued $22,425,000 of cumulative Trust Preferred Securities in December 1997. These securities can be used to meet regulatory capital requirements within prescribed limits. The Company has utilized a portion of the net proceeds received to retire its long-term debt and intends to employ remaining funds to finance growth which may include branch acquisitions, the establishment of de novo branches, acquisitions of other financial institutions and various other corporate purposes. Should the Company be unsuccessful in achieving the growth levels anticipated or be unable otherwise to substantially deploy the regulatory capital these funds represent, the interest cost will have an adverse affect on 1998 results of operations. Even if management achieves its short-term goals, it is likely that 1998 results of operations will be adversely affected since the cost of the trust preferred securities will not be fully offset immediately. Management believes its growth goals are attainable in the near-term and that the issuance of the Trust Preferred Securities is in the long-term best interests of shareholders. Facilities 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. In an effort to make its services more accessible and convenient, Regional Bank expended over $600,000 in 1997 to relocate its Grant Line Branch. In 1998, the Company will relocate the Westport branch of Union Bank to increase visibility, provide drive-thru banking and ATM accessibility, and improve ingress and egress. Additional property improvements are being considered. Technology During the past two years, 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 that allow the Company to continue to effectively compete within a financial service industry that is becoming increasingly dependent upon technology. The installation of Anytime Access, an automated voice response information system which allows balance inquiries, transfers, transaction verification, accesses interest rate and other product information, was completed in 1997. Also, additional ATMs, laser printers, optical disk storage and an increase in the power and memory of the AS400 computer system were acquired. Year 2000 Computer Issues In the next two years, many businesses will face a potentially serious information systems (computer) problem because many software applications and operational programs written in the past may not properly recognize calendar dates beginning in the year 2000. This problem could force computers to either shut down or provide incorrect data or information. In early 1997, in consultation with software and hardware providers and bank regulators, the Company began the process of identifying any changes that may be required to its computer programs and hardware to become year 2000 compliant. While the Company believes it is taking all appropriate steps to assure year 2000 compliance, it is dependent on vendor compliance to some extent. The Company is requiring its systems and software vendors to represent that the services and products provided are, or will be, year 2000 compliant, and contemplates a program of testing compliance. The Company estimates that its costs related to year 2000 compliance will not be material. The "year 2000" problem is pervasive and complex as virtually every computer operation will be affected in some way by the rollover of the two- digit year value to 00. Consequently, no assurance can be given that year 2000 compliance can be achieved without costs and uncertainties that might affect future financial results or cause reported financial information not to be necessarily indicative of future operating results or future financial condition. Dividend Reinvestment Plan In response to shareholder requests, the Company introduced an Automatic Dividend Reinvestment Plan in early 1997. The plan enables shareholders to elect to have their cash dividends on all or a portion of shares held automatically reinvested in additional shares of the Company's common stock. The stock is purchased on the open market by the Company's transfer agent and credited to participant accounts at fair value. Dividends are reinvested on a quarterly basis. Results of Operations Earnings for the first quarter of 1998 decreased 13% to $780,000 as compared to the same quarter of 1997. Noninterest income in the first quarter of 1998 reflects an increase in insurance commissions due mainly to higher volume. Trust income and service charge income increased a total of $12,000 over the prior year period. Noninterest expense reflects increases in several areas. Net income per common share for the first quarter equaled $.62 in 1998, compared to $.71 in 1997. The Company's return on average total assets for the first quarter was .83% in 1998 compared to 1.11% in 1997. Return on average common shareholders' equity for the first quarter was 9.74% in 1998 and 12.96% in 1997. 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. Tax equivalent first quarter net interest income of $3,186,000 in 1998 increased slightly from $3,171,000 in 1997. Throughout the past two years, the Company 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 1997. The Company believes this strategy greatly enhanced net interest income and will also have a positive effect on 1998 earnings. Although many of the Company's peer group competitors reported marginally changed net interest margins for the full year 1997, the Company increased its net interest margin by 12 basis points. Due to the impact of the interest expense associated with the trust preferred securities issued in December of 1997, net interest margin decreased to 3.70% or 39 basis points less than the same period last year. As indicated previously, the interest cost of the regulatory capital these funds represent will have an adverse effect on 1998 results of operations. Even if management achieves its short-term growth goals, it is likely that earnings will be adversely affected since the cost of the trust preferred securities will not be offset immediately. INDIANA UNITED BANCORP FORM 10-Q AVERAGE BALANCE SHEET AND NET INTEREST ANALYSIS (Taxable equivalent basis)(1) Three months ended March 31, 1998 March 31, 1997 Average Yield/ Average Yield/ Balance Interest Rate Balance Interest Rate ASSETS Interest-bearing deposits $ 27 $ 1 5.02% $ 176 $ 2 4.61% Federal funds sold 22,467 310 5.60% 2,901 37 5.17% Securities(2): Taxable 66,189 1,076 6.50% 78,173 1,250 6.40% Tax-exempt 3,504 64 7.31% 3,941 73 7.41% Total securities 69,693 1,140 6.54% 82,114 1,323 6.44% Loans(3): Commercial 72,284 1,719 9.51% 67,794 1,601 9.58% Real estate mortgage 129,022 2,576 7.99% 124,212 2,492 8.02% Instalment 47,007 1,133 9.78% 30,099 761 10.25% Govt. guaranteed loans purchased 1,336 26 7.89% 1,605 31 7.83% Total loans 249,649 5,454 8.76% 223,710 4,885 8.79% Total earning assets 341,836 6,905 8.10% 308,901 6,247 8.13% Allowance for loan losses (2,781) (2,500) Unrealized gains on securities 1,171 36 Cash and due from banks 9,994 9,586 Premises and equipment 6,349 5,917 Other assets 5,343 4,226 Total assets $361,912 $326,166 LIABILITIES Interest-bearing deposits: Interest-bearing demand deposits $ 41,904 300 2.90% $ 36,635 254 2.81% Money market investment accounts 31,155 289 3.76% 30,394 274 3.66% Savings 27,625 216 3.17% 28,509 226 3.21% Certificates of deposit and other time deposits 158,459 2,153 5.51% 155,449 2,041 5.32% Total interest- bearing deposits 259,143 2,958 4.63% 250,987 2,795 4.52% Short-term borrowings 9,708 126 5.26% 14,274 182 5.17% Trust preferred securities 22,425 501 9.06% Long-term debt 10,000 134 5.43% 5,000 99 8.03% Total interest- bearing liabilities 301,276 3,719 5.01% 270,261 3,076 4.62% Noninterest bearing demand deposits 25,075 24,336 Other liabilities 4,617 3,661 Total liabilities 330,968 298,258 Shareholders' equity 30,944 27,908 Total liabilities and shareholders' equity $361,912 3,719 4.40%(4)$326,166 3,076 4.04%(4) Net interest income $3,186 3.70% $3,171 4.09% Adjustment to convert tax exempt securities and loans to a fully taxable equivalent basis using a marginal rate of 34% $20 $25 (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. 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 1998 exceeded the prior year by $27,000 or 7%. Security gains of $3,000 were realized in 1997 compared to no gain or loss for the current year period. Service charges on deposit accounts represented the largest component of first quarter recurring noninterest income, equaling 37% in 1998 and 38% in 1997. Service charges on deposit accounts increased in 1998 by $3,000 primarily due to continued growth in an interest-bearing checking account introduced in early 1996. Deposit growth and interest rate variables also affect service charge income. It is anticipated that in 1998 the Company will experience additional deposit growth, generating higher service charge income. Insurance commissions increased $13,000 due to an overall higher level of premiums written. Trust income increased $9,000 over 1997 due to estate income and a strong stock market. The level of estate assets administered may cause trust income to fluctuate significantly from year to year. (Dollars in thousands) 1998 1997 1st Qtr 1st Qtr Insurance commissions $101 $ 88 Trust fees 65 56 Service charges on deposit accounts 151 148 Gain on sales of securities 3 Other income 95 90 $412 $385 Noninterest Expense The largest component of noninterest expense is personnel expense. Personnel expenses increased in the first quarter of 1998 by $88,000, or 8% as compared to the prior year period. Improvements in technology implemented throughout the past two years have enabled the Company to effectively control staffing levels. Normal staff salary adjustments and increased benefit costs were incurred in both 1998 and 1997. In the third quarter of 1997, to avert a significant healthcare premium increase, the Company changed from a "claims paid" plan to a "partially self-funded" plan. Although the Company-paid portion of the premium increased, the increase was significantly less than what would have been absorbed if the old plan were continued. Personnel expenses in 1998 are expected to increase more than in 1997 due to a corporate-wide initiative to restructure salary ranges. Deposit insurance premiums for the first quarter were $2,000 more in 1998 than the prior year period due to higher levels of deposits. Since the Bank Insurance Fund ("BIF") reached a mandated funding level in 1995, the assessment rate for the Company's commercial bank was reduced to the $2,000 minimum level permissible in 1996, and increased to 1.29 cents per $100 of deposits in 1997 and 1998, which is the lowest prevailing assessment rate. 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 against thrifts prior to September 30, 1996. After the period ending in 1999, commercial banks and thrifts will pay the same assessment rate, currently calculated to be 2.43 cents per $100 of deposits. A ratio frequently used to measure the efficiency of a financial institution is computed by dividing noninterest expense by the total of net interest income plus noninterest income excluding securities gains or losses. The lower the ratio, the more efficient the Company is in managing net interest margin, noninterest income and noninterest expense. The Company's efficiency ratios were 60.25% for the first quarter of 1998 compared to 56.67% for the same period in 1997. The first quarter efficiency ratio in 1998 has been adversely impacted by the issuance of the Trust Preferred Securities in late 1997. (Dollars in thousands) 1998 1997 1st Qtr 1st Qtr Salaries and employee benefits $1,206 $1,118 Premises and equipment expenses 410 391 Professional fees 49 52 Amortization of core deposit intangibles 6 8 Deposit insurance/supervisory assessment 37 35 Stationery, printing, supplies 91 82 Insurance 24 25 Postage 51 33 Other operating expenses 294 270 $2,168 $2,014 Income Taxes The effective tax rate for the first quarter was 39% for 1998 and 1997. The Company and its subsidiaries will file consolidated income tax returns for 1998. Financial Condition Total average assets in the 1998 period increased $35,746,000 over the comparable period in the prior year. March 31, 1998 assets decreased to $364,398,000 from $371,751,000 at December 31, 1997. Securities maturities and repayments, as well as decreased levels of federal funds sold, funded loan growth and the decline in total deposits in 1998. Average earning assets represented 94% of average total assets for the first quarter of 1998 compared to 95% last year. Average loans represented approximately 69% of average assets in the first quarter of 1998 and 1997. Management intends to continue its emphasis on loan growth throughout 1998. Average noninterest-bearing deposits at March 31, 1998 increased 3% in 1998 compared to the same period in 1997. Average interest-bearing deposits increased $8,156,000 or 3% in the first quarter of 1998 compared to the same period in 1997. Average interest-bearing demand deposits increased $5,269,000 or 14% in the 1998 period compared to the 1997 period, primarily due to the continued success of an interest-bearing checking account introduced early in 1996. Average savings accounts decreased 3%. Average money market investment accounts increased 3% as compared to the prior year. Average certificates of deposit and other time deposits increased approximately 2% at March 31, 1998 compared to the same date in 1997. Average long-term debt in 1997 represented the Company's loan for the purchase of Regional Bank in 1991. The remaining balance was paid on December 31,1997. The Company had negotiated the refinancing of the remaining balance but elected to pay off the long-term debt with a portion of the proceeds from the issuance of the Trust Preferred Securities in late 1997. Federal Home Loan Bank ("FHLB") advances represented the balance of long-term debt in the 1998 period. The FHLB advances were used to fund loans and other earning assets of Regional Bank. Trust Preferred Securities in the amount of $22,425,000 were issued on December 9, 1997. The holders of the Trust Preferred Securities are entitled to receive preferential cumulative cash distributions, payable quarterly, at the annual rate of 8.75% of the liquidation amount of $10 per security. The Company has the right, so long as no default has occurred, to defer payment of interest at any time, or from time to time for a period not to exceed 20 consecutive quarters with respect to each deferral period. Currently, management has no intention of deferring the payment of interest. The Trust Preferred Securities have a preference under certain circumstances with respect to cash distributions and amounts payable on liquidation, redemption or otherwise over the common stock. The holders of the Trust Preferred Securities have no voting rights except in limited circumstances. The Trust Preferred Securities are traded on the NASDAQ National Market under the symbol "IUBCP". The Trust Preferred Securities are not insured by the BIF, SAIF or FDIC, or by any other governmental agency. The Trust Preferred Securities qualify as Tier 1 capital or core capital with respect to the Company under the risk based capital guidelines established by the Federal Reserve. Under such guidelines, the Trust Preferred Securities cannot constitute more than 25% of the total Tier 1 capital of the Company. The amount of Trust Preferred Securities in excess of the 25% limitation will constitute Tier 2 capital, or supplementary capital, of the Company. Shareholders' equity was $31,295,000 on March 31, 1998 compared to $28,100,000 on March 31, 1997. Book value per common share increased to $25.02 or 2% from $24.60 at year-end 1997. The unrealized gain on securities available for sale, net of taxes, totaled $699,000 or $.56 per share at March 31, 1998 compared to an unrealized gain of $611,000 or $.49 per share at December 31, 1997. Excluding the net unrealized gains or losses on securities available for sale, book value per share was $24.46 at March 31, 1998 or an increase of 1% over the comparable book value at year- end 1997. 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 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 $6,119,000 or 2% since December 31, 1997, primarily reflecting the expansion of the consumer loan portfolio and management's emphasis on indirect automobile financing that began in late 1995 and has continued to the present. Total loans increased $24,998,000 or 11% since March 31, 1997 and consumer loans increased $15,644,000 or 51% since that same date. The Company's emphasis on increasing consumer loans provides greater diversification within the portfolio and generates higher gross yields than residential real estate loans. Residential real estate loans continue to represent a significant portion of the total loan portfolio. Such loans represented 48% and 50% of total loans at March 31, 1998 and 1997. Of the total residential real estate portfolio, approximately 53% are fixed rate and 47% are variable rate loans at March 31, 1998. The Company has traditionally made loans only for its own portfolio and has not followed the practice of many other financial institutions of originating loans for sale in the secondary market. Although the Company limits its exposure to long-term fixed rate residential mortgage loans and generally observes 20% minimum downpayment guidelines, it originated fixed rate loans and loans with little or no downpayment for a noncompeting mortgage lender during 1997 and 1996. This program assisted the Company in serving all segments of the community without incurring unacceptable levels of credit exposure or interest rate risk and provided additional fee income. To meet its commitment to serve all segments of the community, the Company intends to continue originating similar residential mortgage loans for, and on behalf of, noncompeting lenders. 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 do 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. The provision for loan losses was $123,000 in 1998 compared to $45,000 in 1997. The provisions in 1998 and 1997 reflected both overall loan growth and an increase in greater risk-profile consumer loans. Net chargeoffs were $51,000 at March 31, 1998 compared to $58,000 on March 31, 1997. As a percentage of average loans, net chargeoffs equaled .02% and .03% respectively for March 31, 1998 and 1997. In prior years, the Company outperformed its peer group's net loan loss average and that trend is expected to continue in 1998. Management is not aware of any trend which is likely to cause the level of net chargeoffs in 1998 to materially exceed the level of chargeoffs experienced in 1997, beyond the impact of loans acquired as the result of the proposed PTC merger or the purchase of branches. Foreclosed real estate held by the Company at March 31, 1998 consists of a single property. Management maintains a listing of loans warranting either the assignment of a specific reserve amount or other special administrative attention. The Board of Directors of each subsidiary reviews this listing monthly, together with a listing of all classified loans, nonaccrual loans and loans delinquent 30 days or more. 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. Summary of Allowance for Loan Losses (Dollars in thousands) 1998 Year ended thru December 31, March 31 1997 Balance at beginning of period $2,731 $2,506 Chargeoffs: Commercial 26 Commercial real estate mortgage Residential real estate mortgage 5 26 Consumer 65 197 Total chargeoffs 70 249 Recoveries: Commercial 3 108 Commercial real estate mortgage Residential real estate mortgage 1 25 Consumer 15 58 Total recoveries 19 191 Net chargeoffs 51 58 Provision for loan losses 123 283 Balance at end of period $2,803 $2,731 Ratio of net chargeoffs to average loans outstanding during the period .02% .02% Ratio of provision for loan losses to average loans outstanding during the period .05% .12% Ratio of allowance to total loans at end of period 1.11% 1.10% Allocation of the Allowance for Loan Losses (Dollars in thousands) March 31, 1998 December 31, 1997 % of loans % of loans in category in category Amount to total loans Amount to total loans Real estate: Residential $ 139 48% $ 137 49% Farm real estate 13 10 14 11 Commercial 301 11 300 11 Construction and development 95 4 55 2 Total real estate 548 73 506 73 Commercial: Agribusiness 157 4 142 4 Other commercial 155 4 169 4 Total commercial 312 8 311 8 Consumer 387 18 369 18 Government guaranteed loans 1 1 Unallocated 1,556 - 1,545 - Total $2,803 100% $2,731 100% 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, 1998 is considered adequate by management. Investment Securities Investment securities offer flexibility in the Company's management of interest rate risk, and is an important source of liquidity as a response to changing characteristics of assets and liabilities. The Company's investment policy prohibits trading activities and does not allow investment in high-risk derivative products, junk bonds or foreign investments. As of March 31, 1998, all investment securities are classified as "available for sale" ("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 gain of $699,000 was recorded to adjust the AFS portfolio to current market value at March 31, 1998, compared to a net unrealized loss of $159,000 at March 31, 1997. At March 31, 1998, the tax equivalent yield of the investment securities portfolio was 6.61%, representing an increase from 6.49% at March 31, 1997. The increase since 1997 was primarily the result of selling certain lower- yielding securities at a loss and lengthening the maturity of purchases compared to the balance of the portfolio. Variable rate securities comprised 48% of the total portfolio on March 31, 1998 compared to 49% on March 31, 1997. The reduction of variable rate securities extended the weighted average repriceable life of the portfolio to 3.08 years compared to 2.24 years in 1997. Sources of Funds The Company relies primarily on customer deposits, securities sold under repurchase agreements ("Repos") and shareholders' equity to fund earning assets. FHLB advances are also used to provide additional funding. Deposits generated within local markets provide the major source of funding for earning assets. Average total deposits were 83% and 89% of total earning assets at March 31, 1998 and 1997. Total interest-bearing deposits averaged 91% of average total deposits at March 31, 1998 and 1997. Management constantly strives to increase the percentage of transaction- related deposits to total deposits due to the positive effect on earnings. Average short-term borrowings decreased $4,566,000 or 32% due mainly to the decrease in the use of Repos. 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 has utilized large denomination certificates of deposit since year end 1996 to replace a portion of customer funds previously invested in Repos. Average long-term debt increased $5,000,000 at March 31, 1998 compared to March 31, 1997. FHLB advances that mature in early 1999 represented all of the increase. The FHLB advances were used to fund loans and other earnings assets of Regional Bank. Depending upon the level of loan demand, management may again elect to use additional FHLB advances in 1998 as part of its cash management strategy. The Company paid off its long-term debt on December 31, 1997. Capital Resources Total shareholders' equity increased $3,195,000 to $31,295,000 at March 31, 1998 as compared to March 31, 1997. The Federal Reserve Board and other regulatory agencies have adopted risk- based capital guidelines that 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, 1998, Tier 1 capital to total average assets was 11.08%. Total capital to risk-adjusted assets was 23.83%. 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. The Trust Preferred Securities qualify as Tier 1 capital or core capital with respect to the Company under the risk-based capital guidelines established by the Federal Reserve. Under such guidelines, capital received from the proceeds of the sale of Trust Preferred Securities cannot constitute more than 25% of the total Tier 1 capital of the Company. Consequently, the amount of Trust Preferred Securities in excess of the 25% limitation will constitute Tier 2 capital of the Company. The Company declared and paid common dividends of $.28 per share in the first quarter of 1998 and $.23 for the same quarter in 1997. Book value per common share at quarter end increased to $25.02 from $22.46 in 1997. The net adjustment for AFS securities increased book value by $.56 at March 31, 1998 and decreased book value by $.13 at March 31, 1997. Depending on market conditions, the adjustment for AFS securities can cause significant fluctuations in equity. 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 $65,218,000 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 arise from declines in deposits or other funding sources, funding of loan commitments and requests for new loans. The Company's strategy is to fund assets to the maximum extent possible with core deposits that provide a sizable source of relatively stable and low-cost funds. Average core deposits funded approximately 83% of total earning assets at March 31, 1998 compared to approximately 89% at March 31, 1997. 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 that would materially affect liquidity, capital resources or operations. Rate Sensitivity and Interest Rate Risk At March 31, 1998, the Company held approximately $181,342,000 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, 1998 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 are kept within a range of 80% to 130%. The Company will seek to attain a neutral gap position in 1998 based upon its the belief that the current interest rate environment will remain relatively stable throughout 1998. In any event, the Company does not anticipate that its earnings will be materially impacted in 1998, regardless of the extent or the direction interest rates may vary. Asset/liability management strategies are developed by the Company to manage market risk. Market risk is the risk of loss in financial instruments including investments, loans, deposits and borrowings arising from adverse changes in prices/rates. Interest rate risk is the Company's primary market risk exposure, and represents the sensitivity of earnings to changes in market interest rates. Stategies are developed that impact asset/liability committee activities based on interest rate risk sensitivity, board policy limits, desired sensitivity gaps and interest rate trends. Rate Sensitivity Analysis at March 31, 1998 (Dollars in thousands) Maturing or Repricing Over 5 Years or 3 Months 1 Year 3 Years 5 Years Insensitive Total Interest-earning assets Loans $ 65,455 $ 56,019 $ 38,914 $ 34,446 $ 58,739 $253,573 Securities 23,436 15,272 7,993 6,817 16,006 69,524 Federal funds sold 19,975 19,975 Interest-bearing deposits in banks 47 47 FHLB stock 1,138 1,138 Total interest- earning assets 110,051 71,291 46,907 41,263 74,745 344,257 Other assets 22,944 22,944 Allowance for loan losses (2,803) (2,803) Total assets $110,051 $ 71,291 $ 46,907 $ 41,263 $ 94,886 $364,398 Interest-bearing liabilities Interest-bearing demand $ 16,794 $ 8,399 $ 8,397 $ 8,397 $ 41,987 Savings 8,574 6,388 7,145 7,145 29,252 Money market 15,999 15,997 31,996 Certificate of deposit 43,908 57,405 44,234 11,273 $ 598 157,418 Funds borrowed 12,483 10,080 22,563 Trust preferred securities 22,425 22,425 Total interest- bearing liabilities 97,758 98,269 59,776 26,815 23,023 305,641 Demand deposits 23,368 23,368 Other liabilities 4,094 4,094 Stockholders' equity 31,295 31,295 Total liabilities and Shareholders' equity $ 97,758 $98,269 $59,776 $26,815 $81,780 $364,398 Rate-sensitive gap (assets less liabilities) $ 12,293 ($26,978)($12,869) $14,448 $13,106 Rate-sensitive gap (cumulative) $ 12,293 ($14,685)($27,554)($13,106) Percent of total assets (cumulative) 3.4% (4.0%) (7.6%) (3.6%) Rate-sensitive assets/ liabilities (cumulative) 112.6% 92.5% 89.2% 95.4% The following table provides information about the Company's significant financial instruments at March 31, 1998 that are sensitive to changes in interest rates. The table presents principal cash flows and related weighted average interest rates by maturity dates. Principal Cash Flows and Weighted Average Interest Rates By Maturity Dates (Dollars in thousands) There Fair March 31 1998 1999 2000 2001 2002 after Total value (Maturity date) Assets Investment securities Fixed rate $ 2,200 $ 2,673 $ 1,711 $ 4,364 $ 1,660 $24,386 $ 36,994 $ 36,994 Avg interest rate 5.27% 5.64% 7.00% 6.26% 7.41% 7.16% 6.83% Variable rate $ 20 $ 3,971 $ 48 $ 68 $28,422 $ 32,530 $ 32,530 Avg interest rate 7.00% 5.01% 7.00% 7.63% 6.57% 6.38% Loans Fixed rate $ 3,588 $ 4,145 $ 6,630 $11,201 $19,820 $85,210 $130,594 $131,395 Avg interest rate 9.39% 8.80% 9.04% 8.27% 8.75% 9.22% 8.39% Variable rate $ 14,492 $ 7,595 $ 3,318 $ 2,089 $ 2,066 $93,419 $122,979 $122,979 Avg interest rate 9.24% 9.19% 8.69% 9.27% 8.31% 8.44% 8.60% Liabilities NOW, money market and savings deposits Variable rate $103,235 $103,235 $103,235 Avg interest rate 3.08% 3.08% Certificates of deposit Fixed rate $101,297 $34,220 $13,359 $ 4,764 $ 3,176 $ 602 $157,418 $158,384 Avg interest rate 5.33% 5.78% 5.72% 6.05% 6.05% 6.62% 5.50% Borrowings Fixed rate $ 21,985 $ 21,985 $ 21,985 Avg interest rate 5.27% 5.27% Variable rate $ 578 $ 578 $ 578 Avg interest rate 5.40% 5.40% Trust preferred securities Fixed rate $22,425 $ 22,425 $ 24,107 Avg interest rate 8.75% 8.75% The table presents only a static measurement of asset and liability volumes based on maturity, cash flow estimates and interest rates. It does not reflect the differences in the timing and degree of repricing of assets and liabilities due to interest rate changes. In analyzing interest rate sensitivity, management considers these differences and incorporates other assumptions and factors, such as balance sheet growth and prepayments, to better measure interest rate risk. The Company cannot make any assurances as to the outcome of these assumptions, nor can it assess the impact of customer product preference changes and competitive factors as well as other internal and external variables. In addition, this analysis cannot reflect actions taken by the asset/liability management committees; therefore, this analysis should not be relied upon as indicative of expected operating results. 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 The Financial Accounting Standards Board ("FASB") issued Statement No. 130, Reporting Comprehensive Income, establishing standards for the reporting of comprehensive income and its components in financial statements. Statement No. 130 is applicable to all entities that provide a full set of financial statements. Enterprises that have no items of other comprehensive income in any period presented are excluded from the scope of this Statement. Statement No. 130 is effective for interim and annual periods beginning after December 15, 1997. Earlier application is permitted. The Company will adopt Statement No. 130 during fiscal year 1998. The FASB issued Statement No. 131, Disclosures About Segments of an Enterprise and Related Information, which supersedes Statement No. 14, Financial Reporting for Segments of a Business Enterprise. Statement No. 131 establishes standards for the way that public enterprises report information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial statements issued to the public. It also establishes standards for disclosures regarding products and services, geographic areas and major customers. Statement No. 131 defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and in assessing performance. This standard is effective for financial statement periods beginning after December 15, 1997, and requires comparative information for earlier years to be restated. Due to the recent issuance of this standard, management has been unable to fully evaluate the impact, if any, it may have on the Company's future financial statement disclosures. OTHER The Securities and Exchange Commission ("Commission") maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission, including the Company. That address is http://www.sec.gov. 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. 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 April 28, 1998 By:/s/Robert E. Hoptry Robert E. Hoptry Chairman and President April 28, 1998 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 27 Financial Data Schedule (electronic filing only)