SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 000-23543 UNION COMMUNITY BANCORP (Exact name of registrant specified in its charter) Indiana 35-2025237 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 221 East Main Street Crawfordsville, Indiana 47933 (Address of principal executive offices, including Zip Code) (765) 362-2400 (Registrant's telephone number, including area code) 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 report), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] The number of shares of the Registrant's common stock, without par value, outstanding as of June 30, 2000 was 2,486,050. Union Community Bancorp Form 10-Q Index Page No. FORWARD LOOKING STATEMENT 3 PART I. FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Condensed Balance Sheet 4 Consolidated Condensed Statement of Income 5 Consolidated Condensed Statement of Shareholders' Equity 6 Consolidated Condensed Statement of Cash Flows 7 Notes to Unaudited Consolidated Condensed Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 3. Quantitative and Qualitative Disclosures about Market Risk 11 PART II. OTHER INFORMATION Item 1. Legal Proceedings 12 Item 2. Changes in Securities and Use of Proceeds 12 Item 3. Defaults Upon Senior Securities 12 Item 4. Submission of Matters to a Vote of Security Holders 12 Item 5. Other Information 12 Item 6. Exhibits and Reports on Form 8-K 13 SIGNATURES 14 FORWARD LOOKING STATEMENT This Quarterly Report on Form 10-Q ("Form 10-Q") contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements appear in a number of places in this Form 10-Q and include statements regarding the intent, belief, outlook, estimate or expectations of the Company (as defined in the notes to the consolidated condensed financial statements), its directors or its officers primarily with respect to future events and the future financial performance of the Company. Readers of this Form 10-Q are cautioned that any such forward looking statements are not guarantees of future events or performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward looking statements as a result of various factors. The accompanying information contained in this Form 10-Q identifies important factors that could cause such differences. These factors include changes in interest rates; loss of deposits and loan demand to other financial institutions; substantial changes in financial markets; changes in real estate values and the real estate market; or regulatory changes. PART I FINANCIAL INFORMATION Item 1. Financial Statements UNION COMMUNITY BANCORP AND SUBSIDIARY Consolidated Condensed Balance Sheet (Unaudited) June 30, December 31, 2000 1999 --------------------- ------------------ Assets Cash $ 135,930 $ 286,812 Interest-bearing demand deposits 2,006,400 2,830,213 --------------------- ------------------ Cash and cash equivalents 2,142,330 3,117,025 Investment securities Available for sale 197,500 315,463 Held to maturity 7,714,537 7,521,923 --------------------- ------------------ Total investment securities 7,912,037 7,837,386 Loans, net of allowance for loan losses of $452,258 and $422,258 108,109,192 106,173,782 Premises and equipment 364,975 367,427 Federal Home Loan Bank stock 1,043,700 1,043,700 Investment in limited partnership 956,609 1,011,609 Interest receivable 741,645 823,768 Other assets 155,806 278,942 --------------------- ------------------ Total assets $ 121,426,294 $ 120,653,639 ===================== ================== Liabilities Deposits Noninterest-bearing $ 2,446,088 $ 1,151,075 Interest-bearing 68,274,111 67,839,367 --------------------- ------------------ Total deposits 70,720,199 68,990,442 Federal Home Loan Bank advances 11,534,893 11,658,526 Note payable 654,542 837,442 Interest payable 168,319 122,565 Dividends payable 336,924 315,591 Other liabilities 469,507 449,158 --------------------- ------------------ Total liabilities 83,884,384 82,373,724 --------------------- ------------------ Commitments and Contingent Liabilities Shareholders' Equity Preferred stock, no-par value Authorized and unissued - 2,000,000 shares Common stock, no-par value Authorized - 5,000,000 shares Issued and outstanding - 2,486,050 and 2,600,700 shares 24,273,989 25,389,422 Retained earnings 16,147,424 15,912,206 Accumulated other comprehensive income (loss) (7,797) 15,385 Unearned employee stock ownership plan ("ESOP") shares (1,572,785) (1,624,444) Unearned recognition and retention plan ("RRP") shares (1,298,921) (1,412,654) --------------------- ------------------ Total shareholders' equity 37,541,910 38,279,915 --------------------- ------------------ Total liabilities and shareholders' equity $ 121,426,294 $ 120,653,639 ===================== ================== See notes to consolidated condensed financial statements. UNION COMMUNITY BANCORP AND SUBSIDIARY Consolidated Condensed Statement of Income (Unaudited) Three Months Ended Six Months Ended June 30 June 30 ---------------- ----------------- ---------------- ---------------- 2000 1999 2000 1999 ---------------- ----------------- ---------------- ---------------- Interest and Dividend Income Loans $ 2,108,416 $ 1,903,945 $ 4,214,690 $ 3,720,294 Investment securities 133,735 142,018 265,226 283,550 Dividends on Federal Home Loan Bank stock 20,760 16,882 41,520 31,568 Deposits with financial institutions 13,659 24,012 36,955 73,057 ---------------- ----------------- ---------------- ---------------- Total interest and dividend income 2,276,570 2,086,857 4,558,431 4,108,469 ---------------- ----------------- ---------------- ---------------- Interest Expense Deposits 933,270 865,493 1,830,652 1,724,718 Federal Home Loan Bank advances 173,614 46,626 344,794 58,040 ---------------- ----------------- ---------------- ---------------- Total interest expense 1,106,884 912,119 2,175,446 1,782,758 ---------------- ----------------- ---------------- ---------------- Net Interest Income 1,169,686 1,174,738 2,382,985 2,325,711 Provision for loan losses 15,000 15,000 30,000 30,000 ---------------- ----------------- ---------------- ---------------- Net Interest Income After Provision for Loan Losses 1,154,686 1,159,738 2,352,985 2,295,711 ---------------- ----------------- ---------------- ---------------- Other Income (Losses) Equity in losses of limited partnerships (25,000) (27,500) (55,000) (52,500) Gain on securities available for sale 8,331 Other income 28,767 38,434 61,863 52,213 ---------------- ----------------- ---------------- ---------------- Total other income (losses) 3,767 10,934 15,194 (287) ---------------- ----------------- ---------------- ---------------- Other Expenses Salaries and employee benefits 266,848 248,376 532,954 515,245 Net occupancy and equipment expenses 15,614 21,496 26,506 36,546 Deposit insurance expense 3,820 10,774 7,660 21,995 Legal and professional fees 48,521 48,113 71,326 82,662 Data processing fees 19,538 24,852 39,040 85,875 Other expenses 82,132 90,500 151,602 160,679 ---------------- ----------------- ---------------- ---------------- Total other expenses 436,473 444,111 829,088 903,002 ---------------- ----------------- ---------------- ---------------- Income Before Income Tax 721,980 726,561 1,539,091 1,392,422 Income tax expense 227,584 256,150 509,473 486,886 ---------------- ----------------- ---------------- ---------------- Net Income $ 494,396 $ 470,411 $ 1,029,618 $ 905,536 ================ ================= ================ ================ Basic Earnings per Share $ .22 $ .19 $ .45 $ .36 ================ ================= ================ ================ Diluted Earnings per Share $ .22 $ .19 $ .45 $ .36 ================ ================= ================ ================ See notes to consolidated condensed financial statements. UNION COMMUNITY BANCORP AND SUBSIDIARY Consolidated Condensed Statement of Shareholders' Equity For the Six Months Ended June 30, 2000 (Unaudited) Common Stock Accumulated ----------------------- Other Unearned Shares Comprehensive Retained Comprehensive ESOP Unearned Outstanding Amount Income Earnings Income (Loss) Shares Compensation Total ------------- --------- ------------ ------------ ------------- ----------- ------------- ----------- Balances, January 1, 2000 2,600,700 $25,389,422 $ 15,912,206 $ 15,385 $(1,624,444)$(1,412,654) $38,279,915 Comprehensive income Net income for the period $1,029,618 1,029,618 1,029,618 Other comprehensive loss, net of tax Unrealized losses on securities (23,182) (23,182) (23,182) ------------ Comprehensive income $1,006,436 ============ Cash dividends $.285 per share) (673,806) (673,806) Purchase of common stock (114,650) (1,119,437) (120,594) (1,240,031) Amortization of unearned compensation expense 113,733 113,733 ESOP shares earned 4,004 51,659 55,663 ---------- ------------ ------------ ------------- ----------- ------------- ----------- Balances, June 30, 2000 2,486,050 $24,273,989 $ 16,147,424 $ (7,797) $(1,572,785) $(1,298,921) $37,541,910 ========== ============ ============ ============= =========== ============= =========== See notes to consolidated condensed financial statements. UNION COMMUNITY BANCORP AND SUBSIDIARY Consolidated Condensed Statement of Cash Flows (Unaudited) Six Months Ended June 30, ---------------- --------------- 2000 1999 ---------------- --------------- Operating Activities Net income $ 1,029,618 $ 905,536 Adjustments to reconcile net income to net cash provided by operating activities Provision for loan losses 30,000 30,000 Depreciation and amortization 17,568 17,177 Investment securities accretion, net (14,090) (4,206) Gain on sale of investment securities available for sale (8,331) (284) Equity in losses of limited partnerships 55,000 52,500 Amortization of unearned compensation expense 113,733 113,733 ESOP shares earned 55,663 60,771 Net change in: Interest receivable 82,123 67,255 Interest payable 45,754 (454) Other assets 52,931 25,962 Other liabilities 13,653 (13,336) ---------------- --------------- Net cash provided by operating activities 1,473,622 1,254,654 ---------------- --------------- Investing Activities Investment securities Purchase of securities available for sale (778,529) Purchase of securities held to maturity (300,000) (815,000) Proceeds from sales of investment securities available for sale 87,997 --- Proceeds from maturities of securities held to maturity and paydowns of mortgage- backed securities 121,476 856,411 Net changes in loans (1,880,090) (8,523,313) Purchase of FHLB of Indianapolis stock (104,200) Purchases of property and equipment (15,116) (31,948)` Proceeds on sale of foreclosed assets 100,356 Other investing activities (2,726) ---------------- --------------- Net cash used by investing activities (1,985,733) (9,298,949) ---------------- --------------- Financing Activities Net change in Interest-bearing demand and savings deposits 1,076,981 4,587,743 Certificates of deposit 652,776 (1,382,464) Proceeds from borrowings 9,000,000 4,000,000 Repayment of borrowings (9,306,533) (296,900) Cash dividends (652,473) (544,258) Repurchase of common stock (1,240,031) (1,792,610) Net change in advances by borrowers for taxes and insurance 6,696 (5,458) ---------------- --------------- Net cash provided (used) by financing activities (462,584) 4,566,053 ---------------- --------------- Net Change in Cash and Cash Equivalents (974,695) (3,478,242) Cash and Cash Equivalents, Beginning of Period 3,117,025 6,191,080 ---------------- --------------- Cash and Cash Equivalents, End of Period $ 2,142,330 $ 2,712,838 ================ =============== Additional Cash Flows Information Interest paid $ 2,129,692 $ 1,783,212 Income tax paid 517,025 551,860 Transfers from loans to foreclosed assets 85,320 97,346 See notes to consolidated condensed financial statements. UNION COMMUNITY BANCORP AND SUBSIDIARY Notes to Unaudited Consolidated Condensed Financial Statements Note 1: Basis of Presentation The consolidated financial statements include the accounts of Union Community Bancorp (the "Company") and its wholly owned subsidiary, Union Federal Savings and Loan Association, a federally chartered savings and loan association ("Union Federal"). A summary of significant accounting policies is set forth in Note 1 of Notes to Financial Statements included in the December 31, 1999 Annual Report to Shareholders. All significant intercompany accounts and transactions have been eliminated in consolidation. The interim consolidated condensed financial statements have been prepared in accordance with instructions to Form 10-Q, and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. The interim consolidated condensed financial statements at June 30, 2000, and for the three and six months ended June 30, 2000 and 1999, have not been audited by independent accountants, but reflect, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for such periods. Note 2: Earnings Per Share Earnings per share have been computed based upon the weighted average common shares outstanding. Unearned ESOP shares have been excluded from the computation of average common shares outstanding. Three Months Ended Three Months Ended June 30, 2000 June 30, 1999 ------------- ------------- Weighted Weighted Average Per Share Average Per Share Income Shares Amount Income Shares Amount ------ ------ ------ ------ ------ ------ Basic earnings per share Income available to common shareholders $494,396 2,260,870 $ .22 $470,411 2,488,607 $ .19 =========== ============= Effect of dilutive RRP awards and stock options -------------- --------------- ------------ ------------- Diluted earnings per share Income available to common shareholders and assumed conversions $494,396 2,260,870 $ .22 $470,441 2,488,607 $ .19 ============== =============== =========== ============ ============= ============= Six Months Ended Six Months Ended June 30, 2000 June 30, 1999 ------------- ------------- Weighted Weighted Average Per Share Average Per Share Income Shares Amount Income Shares Amount ------ ------ ------ ------ ------ ------ Basic earnings per share Income available to common shareholders $1,029,618 2,292,573 $ .45 $905,536 2,541,514 $ .36 =========== ============= Effect of dilutive RRP awards and stock options -------------- --------------- ------------ ------------- Diluted earnings per share Income available to common shareholders and assumed conversions $1,029,618 2,292,573 $ .45 $905,536 2,541,514 $ .36 ============== =============== =========== ============ ============= ============= Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations General The Company, an Indiana corporation, was organized in September, 1997. On December 29, 1997, it acquired the common stock of Union Federal upon the conversion of Union Federal from a federal mutual savings and loan association to a federal stock savings and loan association. Union Federal was organized as a state-chartered savings and loan association in 1913. Since then, Union Federal has conducted its business from its full-service office located in Crawfordsville, Indiana. Union Federal's principal business consists of attracting deposits from the general public and originating fixed-rate and adjustable-rate loans secured primarily by first mortgage liens on one- to four-family residential real estate. Union Federal's deposit accounts are insured up to applicable limits by the Savings Association Insurance Fund ("SAIF") of the Federal Deposit Insurance Corporation ("FDIC"). Union Federal offers a number of financial services, including: (i) residential real estate loans; (ii) multi-family loans; (iii) commercial real estate loans; (iv) construction loans; (v) home improvement loans and consumer loans, including single-pay loans, loans secured by deposits, installment loans and commercial loans; (vi) money market demand accounts ("MMDAs"); (vii) passbook savings accounts; and (viii) certificates of deposit. Union Federal currently owns one subsidiary, UFS Service Corp. ("UFS"), whose sole asset is its investment in Pedcor Investments 1993-XVI, L.P. ("Pedcor"), which is an Indiana limited partnership that was established to organize, build, own, operate and lease a 48-unit apartment complex in Crawfordsville, Indiana known as Shady Knoll II Apartments (the "Project"). Union Federal owns the limited partner interest in Pedcor. The general partner is Pedcor Investments LLC. The Project, operated as a multi-family, low- and moderate-income housing project, is completed and is performing as planned. Because UFS engages exclusively in activities that are permissible for a national bank, Office of Thrift Supervision ("OTS") regulations permit Union Federal to include its investment in UFS in its calculation of regulatory capital. Union Federal's results of operations depend primarily upon the level of net interest income, which is the difference between the interest income earned on interest-earning assets, such as loans and investments, and costs incurred with respect to interest-bearing liabilities, primarily deposits and borrowings. Results of operations also depend upon the level of Union Federal's non-interest income, including fee income and service charges, and the level of its non-interest expenses, including general and administrative expenses. Financial Condition Total assets increased approximately $773,000, or .6%, to $121.4 million at June 30, 2000, from $120.7 million at December 31, 1999. The increase was primarily due to loan growth of $1.9 million offset by a decrease in cash and cash equivalents of $975,000. Net loans increased by 1.8% to $108.1 million due to an increase in customer demand and an increased focus by the Company in the areas of commercial and consumer lending. Investment securities available for sale and held to maturity also increased by $75,000, or 1.0% during the six months ended June 30, 2000. Deposits increased by $1.7 million to $70.7 million during the six months ended June 30, 2000. The increase in deposits was primarily used to fund loan growth. Borrowed funds at both June 30, 2000 and December 31, 1999 were approximately $12 million. Shareholder's equity decreased approximately $738,000 to $37.5 million at June 30, 2000. The decrease was primarily due to stock repurchases of $1.2 million, cash dividends of $674,000 and unrealized losses on securities available for sale of $23,000. These decreases were offset by net income for six months ended June 30, 2000 of $1.0 million, Employee Stock Ownership Plan shares earned of $56,000 and unearned compensation amortization of $114,000. Comparison of Operating Results for the Three Months Ended June 30, 2000 and 1999 Net income increased approximately $24,000 from $470,000 for the three months ended June 30, 1999 to $494,000 for the three months ended June 30, 2000. The return on average assets was 1.63% and 1.67% for the three months ended June 30, 2000 and 1999, respectively. Interest income increased $190,000, or 9.1%, from $2,087,000 for the three months ended June 30, 1999 to $2,277,000 for the comparable period in 2000. Interest expense increased approximately $195,000, or 21.4%, from $912,000 for the three months ended June 30, 1999 to $1,107,000 for the same period in 2000. As a result, net interest income for the three months ended June 30, 2000 amounted to $1,170,000, a $5,000 decrease from the second quarter of 1999. The provisions for loan losses made for the three months ended June 30, 2000 and 1999 were $15,000. The 2000 provision and the allowance for loan losses were considered adequate, based on size, condition and components of the loan portfolio. While management estimates loan losses using the best available information, no assurance can be given that future addition to the allowance will not be necessary based on changes in economic and real estate market conditions, further information obtained regarding problem loans, identification of additional problem loans and other factors, both within and outside of management's control. Other income (losses) was $4,000 for the three months ended June 30, 2000 compared to $11,000 for the same period in 1999. Other income (losses) includes the equity in losses of the Company's investment in a limited partnership, Pedcor. In addition to recording the equity in the losses of Pedcor, a benefit of low income housing income tax credits in the amount of $45,000 was recorded for the three months ended June 30, 2000 and 1999. The decrease in other income was due to nominal decreases in a variety of income categories. Other expenses decreased approximately $8,000 from $444,000 for the three months ended June 30, 1999 to $436,000 for the comparable period in 2000. The decrease in other expenses was primarily due to nominal increases and decreases in a variety of expense categories. Income tax expense decreased $29,000, or 11.2%, for the three months ended June 30, 2000 compared to the same period in 1999. The decrease in tax expense was the result of a recent revision to the Indiana Code that permits financial institutions incorporated in Indiana to apportion income in the same manner as financial institutions incorporated in other states. This revision to the statute was made retroactive to January 1, 1999 and recognized as a single adjustment in the second quarter of 2000. Comparison of Operating Results for the Six Months Ended June 30, 2000 and 1999 Net income increased $124,000, or 13.7%, from $906,000 for the six months ended June 30, 1999 to $1,030,000 for the six months ended June 30, 2000. The increase was primarily attributable to an increase in the volume of interest earning assets and a decrease in non-interest expense. The return on average assets was 1.70% and 1.63 % for the six months ended June 30, 2000 and 1999, respectively. Interest income increased $450,000, or 11.0%, from $4,108,000 for the six months ended June 30, 1999 as compared to $4,558,000 for the six months ended June 30, 2000. Interest expense increased $392,000, or 22.0%, from $1,783,000 for the six months ended June 30, 1999 to $2,175,000 for the same period in 2000. As a result, net interest income for the six months ended June 30, 2000 amounted to $2,383,000, a 2.5% increase from six months ended June 30, 1999. The provisions for loan losses made for the six months ended June 30, 2000 and 1999 were $30,000. The 2000 provision and the allowance for loan losses were considered adequate, based on size, condition and components of the loan portfolio. While management estimates loan losses using the best available information, no assurance can be given that future addition to the allowance will not be necessary based on changes in economic and real estate market conditions, further information obtained regarding problem loans, identification of additional problem loans and other factors, both within and outside of management's control. Other losses were $15,000 for the six months ended June 30, 2000 compared to income and losses netting to zero for the same period in 1999. Other income (losses) includes the equity in losses of the Company's investment in a limited partnership, Pedcor. In addition to recording the equity in the losses of Pedcor, a benefit of low income housing income tax credits in the amount of $45,000 was recorded for the six months ended June 30, 2000 and 1999. The increase in other income was due to nominal increases in a variety of income categories. Other expenses decreased $74,000 from $903,000 for the six months ended June 30, 1999 to $829,000 for the comparable period in 2000. The increase was primarily due to approximately $45,000 of non-recurring expenses related to the Company's data processing conversion during the first quarter of 2000. Income tax expense decreased approximately $23,000, or 4.6%, for the six months ended June 30, 2000 compared to the same period in 1999. The decrease in tax expense was a result of the above mentioned revision to the Indiana Code. Asset Quality Union Federal currently classifies loans as special mention, substandard, doubtful and loss to assist management in addressing collection risks and pursuant to regulatory requirements which are not necessarily consistent with generally accepted accounting principles. Special mention loans represent credits that have potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects or Union Federal's credit position at some future date. Substandard loans represent credits characterized by the distinct possibility that some loss will be sustained if deficiencies are not corrected. Doubtful loans possess the characteristics of substandard loans, but collection or liquidation in full is doubtful based upon existing facts, conditions and values. A loan classified as a loss is considered uncollectible. Union Federal had no loans classified as special mention as of June 30, 2000 and December 31,1999. In addition, Union Federal had $1.1 million and $650,000 of loans classified as substandard at June 30, 2000 and December 31, 1999, respectively. At June 30, 2000, a letter of credit in the amount of $506,000 was classified as substandard. The substandard letter of credit is to a borrower with substandard loans of $966,000 which are included in the above substandard loans total. At June 30, 2000 and December 31, 1999, no loans were classified as doubtful or loss. At June 30, 2000, and December 31, 1999, respectively, $88,000 and $166,000 of the substandard loans were non-accrual loans. The allowance for loan losses was $452,000 or .42% of loans at June 30, 2000 as compared to $422,000 or .40% of loans at December 31, 1999. Liquidity and Capital Resources The standard measure of liquidity for savings associations is the ratio of cash and eligible investments to a certain percentage of net withdrawable savings accounts and borrowings due within one year. The minimum required ratio is currently set by the Office of Thrift Supervision regulation at 4%. As of June 30, 2000, Union Federal had liquid assets of $9.9 million and a liquidity ratio of 10.3%. Other The Securities and Exchange Commission ("Commission") maintains a web site that contains reports, proxy information statements, and other information regarding registrants that file electronically with the Commission, including the Company. The address is (http://www.sec.gov). Item 3. Quantitative and Qualitative Disclosures About Market Risk Presented below, as of June 30, 2000 and 1999, is an analysis performed by the OTS of Union Federal's interest rate risk as measured by changes in Union Federal's net portfolio value ("NPV") for instantaneous and sustained parallel shifts in the yield curve, in 100 basis point increments, up and down 300 basis points. June 30, 2000 ------------------------------------------------------------------- Net Portfolio Value NPV as % of PV of Assets Changes In Rates $ Amount $ Change % Change NPV Ratio Change -------- -------- --------- -------- --------- ------ +300 bp 24,872 -8,852 -26% 22.57% -545 bp +200 bp 27,789 -5,935 -18% 24.47% -354 bp +100 bp 30,765 -2,959 -9% 26.30% -172 bp 0 bp 33,724 28.01% -100 bp 36,386 2,663 8% 29.46% +145 bp -200 bp 38,297 4,573 14% 30.43% +242 bp -300 bp 40,081 6,358 19% 31.30% +329 bp June 30, 1999 ------------------------------------------------------------------- Net Portfolio Value NPV as % of PV of Assets Changes In Rates $ Amount $ Change % Change NPV Ratio Change -------- -------- --------- -------- --------- ------ +300 bp $ 24,379 $ -8,455 -26% 23.30% -547 bp +200 bp 27,261 -5,573 -17 25.27 -350 bp +100 bp 30,147 -2,687 -8 27.13 -163 bp 0 bp 32,834 28.76 -100 bp 35,074 2,240 7 30.04 126 bp -200 bp 36,965 4,131 13 31.06 230 bp -300 bp 38,920 6,086 19 32.08 331 bp The analysis at June 30, 2000 indicates that there have been no material changes in market interest rates or in the Company's interest rate sensitive instruments which would cause a material change in the market risk exposures which affect the quantitative and qualitative risk disclosures as presented in Item 7A of the Company's Annual Report on Form 10-K for the period ended December 31, 1999. PART II. OTHER INFORMATION Item 1. Legal Proceedings None. Item 2. Changes in Securities and Use of Proceeds None. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to Vote of Security Holders On April 19, 2000, Union Community Bancorp held its Annual Meeting of Shareholders. Two directors were elected to terms expiring in 2003 by the following votes: Samuel H. Hildebrand For: 1,888,056 Withheld: 127,908 Harry A. Siamas For: 1,920,498 Withheld: 90,466 The terms of office of the following directors of Union Community Bancorp continued after the Annual Shareholder Meeting: Name Term Expires In ---- --------------- Philip L. Boots 2001 John M. Horner 2001 Marvin L. Burkett 2002 Phillip E. Grush 2002 Joseph E. Timmons 2002 Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27. Financial Data Schedule (b) No reports on Form 8-K were filed during the quarter ended June 30, 2000. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. UNION COMMUNITY BANCORP Date: August 11, 2000 By: /s/ Joseph E. Timmons --------------- ------------------------- Joseph E. Timmons President and Chief Executive Officer Date: August 11, 2000 By: /s/ Denise E. Swearingen --------------- ---------------------------- Denise E. Swearingen Treasurer