<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
-----------------
Commission file number 0-13270
UNB CORP.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Ohio 34-1442295
- ------------------------------- --------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
220 Market Avenue, South
Canton, Ohio 44702
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (330) 454-5821
--------------
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
----- -----
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practical date.
Common Stock, $1.00 Stated Value Outstanding at July 31, 1997
5,809,496 Common Shares
<PAGE> 2
UNB CORP.
FORM 10-Q
QUARTER ENDED JUNE 30, 1997
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Interim financial information required by Regulation 210.10-01 of
Regulation S-X is included in this Form 10Q as referenced below:
Page
Number(s)
---------
Consolidated Balance Sheets 1
Consolidated Statements of Income 2
Condensed Consolidated Statements
of Changes in Shareholders' Equity 3
Consolidated Statements
of Cash Flows 4
Notes to the Consolidated Financial Statements 5-12
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 13-23
PART II - OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of
Security Holders 24
Item 5 - Other Information 24
Item 6 - Exhibits and Reports on Form 8-K 24
Signatures 25
<PAGE> 3
U N B C O R P.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
(In thousands) JUNE 30, December 31,
1997 1996
-------------------------------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $32,342 $34,762
Federal funds sold 11,300 6,800
Interest bearing deposits with banks 453 157
Securities, net (Fair value:
$68,539 and $89,995, respectively)(Note 2) 68,533 89,979
Mortgage-backed securities (Fair value:
$50,353 and $43,058, respectively)(Note 2) 50,258 42,907
Loans originated and held for sale 176 0
Loans:
Total loans (Notes 3 and 6) 633,193 617,602
Allowance for loan losses (Note 4) (8,747) (8,335)
- -----------------------------------------------------------------------------------------------------------------------
Net loans 624,446 609,267
Premises and equipment, net 11,331 10,044
Intangible assets 5,846 6,353
Accrued interest receivable and other assets 9,581 9,710
- -----------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $814,266 $809,979
=======================================================================================================================
LIABILITIES
Deposits:
Noninterest bearing deposits $81,196 $81,554
Interest bearing deposits 531,228 519,110
- -----------------------------------------------------------------------------------------------------------------------
Total deposits 612,424 600,664
Fed funds purchased and short-term borrowings 50,443 68,408
Federal Home Loan Bank advances and capital lease (Note 6) 70,422 62,603
Accrued taxes, expenses and other liabilities 7,258 6,970
- -----------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 740,547 738,645
SHAREHOLDERS' EQUITY
Common stock ($1.00 stated value, 15,000,000 shares authorized;
5,809,496 and 5,785,605 issued and outstanding, respectively) 5,809 5,786
Paid-in capital 32,726 32,497
Retained earnings 34,726 31,879
Unrealized gain on securities available for sale, net of tax 1,587 1,172
Treasury stock, 34,110 shares at cost (1,129) 0
- -----------------------------------------------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY 73,719 71,334
- -----------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $814,266 $809,979
=======================================================================================================================
</TABLE>
See Notes to the Consolidated Financial Statements
1
<PAGE> 4
U N B C O R P.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
(In thousands except per share data) THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------- ------------------------------------
1997 1996 1997 1996
------------ ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
INTEREST INCOME:
Interest and fees on loans:
Taxable $13,570 $12,602 $26,855 $24,521
Tax exempt 48 58 96 118
Interest and dividends on investments
& mortgage-backed securities:
Taxable 1,780 1,804 3,633 3,641
Tax exempt 14 16 26 31
Interest on bank deposits and federal funds sold 237 169 417 263
- -------------------------------------------------------------------------------------------- -------------------------------
Total interest income 15,649 14,649 31,027 28,574
- -------------------------------------------------------------------------------------------- -------------------------------
INTEREST EXPENSE:
Interest on deposits 5,563 5,273 11,026 10,322
Interest on short-term borrowings 713 678 1,480 1,360
Interest on FHLB advances 1,081 794 2,095 1,307
- -------------------------------------------------------------------------------------------- -------------------------------
Total interest expense 7,357 6,745 14,601 12,989
- -------------------------------------------------------------------------------------------- -------------------------------
NET INTEREST INCOME 8,292 7,904 16,426 15,585
PROVISION FOR LOAN LOSSES (NOTE 4) 675 800 1,350 1,430
- -------------------------------------------------------------------------------------------- -------------------------------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 7,617 7,104 15,076 14,155
OTHER INCOME:
Service charges on deposits 627 586 1,225 1,171
Trust Department income 941 739 1,628 1,312
Other operating income 355 110 604 388
Securities gains, net 28 1 28 1
Gains on loans originated for resale and sold 33 0 55 0
- -------------------------------------------------------------------------------------------- -------------------------------
Total other income 1,984 1,436 3,540 2,872
- -------------------------------------------------------------------------------------------- -------------------------------
OTHER EXPENSES:
Salary, wages and benefits 2,826 2,635 5,436 5,512
Occupancy 322 296 628 557
Equipment 739 612 1,471 1,145
Other operating expense 2,091 1,696 4,073 3,459
- -------------------------------------------------------------------------------------------- -------------------------------
Total other expenses 5,978 5,239 11,608 10,673
- -------------------------------------------------------------------------------------------- -------------------------------
INCOME BEFORE INCOME TAXES 3,623 3,301 7,008 6,354
PROVISION FOR INCOME TAXES 1,215 1,111 2,367 2,142
- -------------------------------------------------------------------------------------------- -------------------------------
NET INCOME $2,408 $2,190 $4,641 $4,212
============================================================================================ ===============================
EARNINGS PER SHARE (NOTE 1):
Primary $0.40 $0.37 $0.78 $0.71
Fully diluted $0.40 $0.37 $0.78 $0.71
============================================================================================ ===============================
DIVIDENDS PER SHARE (NOTE 1) $0.16 $0.14 $0.31 $0.28
============================================================================================ ===============================
WEIGHTED AVERAGE SHARES OUTSTANDING (NOTE 1):
Primary 5,940,160 5,905,666 5,941,475 5,893,267
Fully diluted 5,947,186 5,913,620 5,955,085 5,908,057
============================================================================================ ===============================
</TABLE>
Note: Per share data is based on the average number of shares outstanding
adjusted for stock dividends and splits.
See Notes to the Consolidated Financial Statements
2
<PAGE> 5
U N B CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(UNAUDITED)
(In thousands except per share data)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
6/30/97 6/30/96
-------------- -------------
<S> <C> <C>
Balance at beginning of period $71,334 $65,327
Net Income 4,641 4,212
Shares issued through dividend reinvestment 134 255
Stock options exercised 85 20
Cash dividends $0.310 and $0.275 per share, respectively (1,793) (1,582)
Net treasury stock purchases (1,096) 0
Change in market value on investment securities
available for sale, net of deferred taxes 414 (157)
---------------- ---------------
Balance at end of period $73,719 $68,075
================ ===============
</TABLE>
See Notes to Consolidated Financial Statements.
3
<PAGE> 6
UNB CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
(In thousands) JUNE 30,
1997 1996
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $4,641 $4,212
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization 458 373
Provision for loan losses 1,350 1,430
Net securities gains (28) (1)
Net accretion on securities (429) (80)
Amortization of intangible assets 507 511
Loans originated for resale (4,812) 0
Proceeds from sale of loan originations 4,691 0
Changes in:
Interest receivable (230) (453)
Interest payable (347) (242)
Other assets and liabilities, net 785 (1,054)
Deferred income (4) (5)
- -------------------------------------------------------------------------------------------------------------------------
Net cash from operating activities 6,582 4,691
- -------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net change in interest bearing deposits with banks (296) 178
Net increase in funds sold (4,500) (150)
Investment and mortgage-backed securities:
Proceeds from sales of securities available for sale 2,210 2,001
Proceeds from maturities of securities held to maturity 4,117 12,928
Proceeds from maturities of securities available for sale 95,000 11,970
Purchases of securities held to maturity (3,613) (11,218)
Purchases of securities available for sale (73,933) (22,255)
Purchases of mortgage-backed securities available for sale (22,760) (1,400)
Principal payments received on mortgage-backed securities held to maturity 3,263 5,564
Principal payments received on mortgage-backed securities available for sale 10,895 8,880
Net increase in loans made to customers (14,701) (71,967)
Loans purchased (1,375) (1,613)
Purchases of premises and equipment, net (1,745) (467)
Principal payments received under leases 109 92
Leased assets purchased (617) 0
- -------------------------------------------------------------------------------------------------------------------------
Net cash from investing activities (7,946) (67,457)
- -------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits 11,760 28,149
Cash dividends paid, net of shares issued through dividend reinvestment (1,659) (1,327)
Purchase of treasury stock (1,096) 0
Proceeds from issuance of stock 85 20
Net increase (decrease) in short-term borrowings (17,965) 9,642
Proceeds from FHLB advances 10,000 22,000
Repayments of FHLB advances (2,412) (3,628)
Proceeds from capital lease 248 0
Repayments on capital lease (17) 0
- -------------------------------------------------------------------------------------------------------------------------
Net cash from financing activities (1,056) 54,856
- -------------------------------------------------------------------------------------------------------------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS (2,420) (7,910)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 34,762 31,735
- -------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $32,342 $23,825
=========================================================================================================================
</TABLE>
See the Notes to the Consolidated Financial Statements
4
<PAGE> 7
UNB CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
Note 1 - Summary of Significant Accounting Policies
- ---------------------------------------------------
The accompanying consolidated financial statements include the accounts of UNB
Corp. and its wholly owned subsidiaries. All material intercompany accounts and
transactions have been eliminated in consolidation.
These interim financial statements are prepared without audit and reflect all
adjustments of a normal recurring nature which, in the opinion of Management,
are necessary to present fairly the consolidated financial position of UNB Corp.
at June 30, 1997, and its results of operations and cash flows for the periods
presented. The accompanying consolidated financial statements do not purport to
contain all the necessary financial disclosures required by generally accepted
accounting principles that might otherwise be necessary in the circumstances.
The Annual Report for UNB Corp. for the year ended December 31, 1996, contains
consolidated financial statements and related notes which should be read in
conjunction with the accompanying consolidated financial statements.
For consolidated financial statement classification and cash flow reporting
purposes, cash and cash equivalents include currency on hand and non-interest
bearing deposits with banks. For the six months ended June 30, 1997, and June
30, 1996, UNB Corp. paid interest in the amount of $13.7 million and $13.2
million, respectively. For the same six month periods, federal income taxes
totaled $2,345,000 and $2,605,000, respectively.
The Corporation accounts for its investment portfolio under the provisions of
Statement of Financial Accounting Standards No. 115 (SFAS No. 115), "Accounting
for Certain Investments in Debt and Equity Securities." SFAS No. 115 requires
the Corporation to classify debt and equity securities as held to maturity,
trading or available for sale.
Securities classified as held to maturity are those that Management has the
positive intent and ability to hold to maturity. Securities classified as
available for sale are those that Management intends to sell or that could be
sold for liquidity, investment management, or similar reasons, even if there is
not a present intention for such a sale. Trading securities are purchased
principally for sale in the near term and are reported at fair value with
unrealized gains and losses included in earnings. The Corporation held no
trading securities during the periods reported. Securities held to maturity are
stated at cost, adjusted for amortization of premiums and accretion of
discounts. Securities available for sale are carried at fair value with
unrealized gains and losses included as a separate component of shareholders'
equity, net of tax. Gains or losses on dispositions are based on net proceeds
and the adjusted carrying amount of securities sold, using the specific
identification method.
Management analyzes loans on an individual basis and classifies a loan as
impaired when an analysis of the borrower's operating results and financial
condition indicates that underlying cash flows are not adequate to meet its debt
service requirements. Often this is associated with a delay or shortfall in
payments of 30 days or more. Smaller-balance homogeneous loans are evaluated for
impairment in total. Such loans include residential first mortgage loans secured
by one-to-four family residences, residential construction loans and consumer
automobile, boat, RV, home equity and credit card loans with balances less than
$300,000. In addition, loans held for sale and leases are excluded from
consideration as impaired.
5
<PAGE> 8
UNB CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
------------------------------------------------------------------
Impaired loans are fully or partially charged off when in Management's opinion
an event or events have occurred which provide reasonable certainty that a loss
is probable. When Management determines that a loss is probable, a full or
partial charge off is recorded for the amount the book value of the impaired
loan exceeds the present value of the cash flows or the fair value of the
collateral, for collateral dependent loans.
All impaired loans are placed on non-accrual status. However, all non-accrual
loans are not considered impaired because non-accrual loans which have been
brought current are included on non-accrual status for six months and would not
be considered impaired.
Loans considered to be impaired are reduced to the present value of expected
future cash flows or to the fair value of collateral by allocating a portion of
the allowance for loan losses to such loans. Any reduction in carrying value
through impairment or any change in impairment based on cash payments received
or revised cash flow estimates as determined on a quarterly basis would be
applied against the unallocated portion of the allowance for loan losses and
become a specific allocation of the allowance or as an addition to the provision
for loan losses if the unallocated portion of the allowance was insufficient to
cover the impairment.
Primary and fully diluted earnings per share at June 30, 1997 and 1996 are
computed based on the weighted average shares outstanding during the period.
Primary earnings per common share has been computed assuming the exercise of
stock options less the treasury shares assumed to be purchased from the proceeds
using the average market price of UNB Corp.'s stock for the periods presented.
Fully diluted earnings per common share represents the additional dilution
related to the stock options due to the use of the market price as of the period
end.
The Corporation declared a 100% stock dividend to shareholders of record on
April 16, 1996, payable on April 30, 1996. This was recorded by a transfer from
retained earnings to common stock at stated value. All earnings per share and
cash dividends per share have been adjusted for this stock dividend.
On January 1, 1997, the Corporation adopted Financial Accounting Standard No.
125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities". The standard revises the accounting for
transfers of financial assets, such as loans and securities, and for
distinguishing between sales and secured borrowings. It is effective for some
transactions in 1997 and others in 1998.
The adoption of SFAS No. 125 has not had a material impact on the Corporation's
consolidated financial statements.
6
<PAGE> 9
UNB CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
------------------------------------------------------------------
Note 2 - Investment Securities
- ------------------------------
The amortized cost and estimated fair value of the investment and
mortgage-backed securities, available for sale and held to maturity, as
presented on the consolidated balance sheet at June 30, 1997, and December 31,
1996, are as follows:
<TABLE>
<CAPTION>
June 30, 1997
------------------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
(in thousands of dollars) Cost Gains Losses Value
---- ----- ------ -----
<S> <C> <C> <C> <C>
Securities available for sale:
U.S. Treasury securities $22,028 $38 ($8) $22,058
Obligations of U.S. government
agencies and corporations 30,899 34 (25) 30,908
Securities held to maturity:
U.S. Treasury securities 35 -- -- 35
Obligations of state and political
subdivisions 1,252 1 (1) 1,252
Corporate bonds and other debt
securities 745 6 -- 751
------ ----- ------- ------
Total debt securities 54,959 79 (34) 55,004
Equity securities available for sale 11,068 2,467 -- 13,535
------ ----- ------- -------
Total investment securities 66,027 2,546 (34) 68,539
Mortgage-backed securities
available for sale 40,113 93 (194) 40,012
Mortgage-backed securities
held to maturity 10,246 98 (3) 10,341
------- ---- ----- -------
Total mortgage-backed securities 50,359 191 (197) 50,353
------- ----- ------- -------
Total investment and mortgage-
backed securities $116,386 $2,737 ($231) $118,892
======== ====== ======= ========
</TABLE>
7
<PAGE> 10
UNB CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
------------------------------------------------------
<TABLE>
<CAPTION>
December 31, 1996
-----------------------------------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
(in thousands of dollars) Cost Gains Losses Value
---- ----- ------ -----
<S> <C> <C> <C> <C>
Securities available for sale
U.S. Treasury securities $23,062 $ 65 ($41) $23,086
Obligations of U.S. government
agencies and corporations 52,366 50 (45) 52,371
Securities held to maturity:
U.S. Treasury securities 360 5 0 365
Obligations of state and
political subdivisions 1,051 4 0 1,055
Corporate bonds and other debt
securities 826 7 0 833
------ ---- ----- ------
Total debt securities 77,665 131 (86) 77,710
Equity securities available for sale 10,514 1,771 0 12,285
------ -------- ------- ------
Total investment securities 88,179 1,902 (86) 89,995
Mortgage-backed securities
available for sale 29,431 89 (113) 29,407
Mortgage-backed securities
held to maturity 13,500 151 0 13,651
------- ------ ---- -------
Total mortgage-backed securities 42,931 240 (113) 43,058
------- ------ ----- -------
Total investment and mortgage-
backed securities $131,110 $2,142 ($199) $133,053
======== ====== ====== ========
</TABLE>
During the six month periods ended June 30, 1997 and 1996, the proceeds from
sales of securities available for sale were $2,210,377 and $2,000,625,
respectively. Gross gains of $28,095 and $925 were recognized in those sales,
respectively.
The amortized cost and estimated fair value of mortgage-backed and debt
securities at June 30, 1997, by contractual maturity, are shown on page 9.
Expected maturities will differ from contractual maturities because borrowers
may have the right to call or prepay obligations with or without call or
prepayment penalties.
8
<PAGE> 11
UNB CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
------------------------------------------------------
<TABLE>
<CAPTION>
June 30, 1997
--------------------------------------------
Estimated Weighted
Amortized Fair Average
(in thousands of dollars) Cost Value Yield
---- ----- -----
<S> <C> <C> <C>
Securities available for sale:
U.S. Treasuries
Due in one year or less $14,020 $14,025 5.64%
Due after one year through five years 8,008 8,033 6.15
------ ------- ----
Total 22,028 22,058 5.82
U.S. Government agencies and corporations
Due in one year or less 27,909 27,906 5.72
Due after one year through five years 2,990 3,002 7.08
------ ------- ----
Total 30,899 30,908 5.85%
------ ------- -----
Total debt securities available for sale $52,927 $52,966 5.84%
======= ======= =====
Securities held to maturity:
U.S. Treasuries
Due in one year or less $ 35 $ 35 5.52%
------ ------ -----
Total 35 35
Obligations of state and political subdivisions
Due in one year or less 950 951 4.40
Due after one year through five years 302 301 4.32
------ ------ -----
Total 1,252 1,252 4.38
Corp bonds and other debt securities
Due after one year through five years 745 751 8.44
------ ------ -----
Total 745 751 8.44
------ ------ -----
Total securities held to maturity $ 2,032 $ 2,038 5.90%
======= ======= =====
Mortgage-backed and collateralized
mortgage obligations available for sale $40,113 $40,012 6.62%
Mortgage-backed and collateralized
mortgage obligations held to maturity 10,246 10,341 5.33
------ ------ -----
Total mortgage-backed and debt securities $50,359 $50,353 6.36%
======= ======= ======
</TABLE>
9
<PAGE> 12
UNB CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
------------------------------------------------------
At June 30, 1997 there were no holdings of securities of any one issuer, other
than the U.S. government and its agencies and corporations with an aggregate
book value which exceeds 10% of shareholders' equity.
Note 3 - Loans
- --------------
Total loans as presented on the balance sheet are comprised of the following
classifications:
<TABLE>
<CAPTION>
June 30, 1997 December 31, 1996
------------- -----------------
(in thousands of dollars)
<S> <C> <C>
Commercial, financial and agricultural $ 75,576 $ 74,186
Commercial, tax exempt 3,950 4,107
Commercial real estate 67,876 65,875
Residential real estate 260,863 242,652
Consumer loans 224,928 230,782
------- -------
Total loans $633,193 $617,602
======== ========
</TABLE>
<TABLE>
<CAPTION>
Impaired loans at June 30, are as follows:
(in thousands of dollars) 1997 1996
-------- ------
<S> <C> <C>
Loans with no allowance for loan
losses allocated $238 $242
Loans with allowance for loan
losses allocated 192 0
Amount of allowance allocated 135 0
Average of impaired loans,
year-to-date $254 $405
Interest income recognized during
impairment 12 12
Cash-basis interest income
recognized year-to-date 13 12
</TABLE>
At June 30, 1997 and December 31, 1996, loans on non-accrual status and/or past
due more than 90 days approximated $963,000 and $838,000, respectively. The
Other Real Estate Owned balance, net of allowance, at June 30, 1997 and December
31, 1996 was $325,000 and $529,800.
10
<PAGE> 13
UNB CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
------------------------------------------------------
Note 4 - Allowance for Loan Losses
- ----------------------------------
A summary of activity in the allowance for loan losses for the six months ended
June 30, 1997, and June 30, 1996, are as follows:
<TABLE>
<CAPTION>
(in thousands of dollars) 1997 1996
---- ----
<S> <C> <C>
Balance - January 1 $8,335 $7,242
Provision charged to operating expense 1,350 1,430
Loans charged off, net of recoveries (938) (684)
------ ------
Balance - June 30 $8,747 $7,988
====== ======
</TABLE>
Note 5 - Concentrations of Credit Risk and
- ------------------------------------------
Financial Instruments With Off-Balance Sheet Risk
-------------------------------------------------
The Corporation offers commercial and consumer credit products to customers
within Stark and surrounding counties. The Corporation maintains a diversified
credit portfolio, with commercial loans and leases, commercial real estate
loans, residential mortgage loans and consumer loans comprising 12.6%, 10.7%,
41.2% and 35.5%, respectively, at June 30, 1997. Indirect loans accounted for
77.2% of all consumer loans at June 30, 1997. The dealer network from which the
indirect automobile, marine and RV loans were purchased includes 118
relationships thus far in 1997, the largest of which was responsible for 8.7% of
the total indirect dollar volume for the year-to-date 1997.
The Corporation is a party to financial instruments with off-balance sheet risk.
These instruments are required in the normal course of business to meet the
financial needs of its customers. The contract or notional amounts of these
instruments are not included in the consolidated financial statements. At June
30, 1997, the contract or notional amounts of these instruments, which primarily
include commitments to extend credit, standby letters of credit and financial
guarantees, and interest rate swaps totaled $161,500,000.
At June 30, 1997, the Corporation held one interest rate swap agreement with a
notional amount of $4.7 million. The notional amount of the interest rate swap
does not represent an amount exchanged by the parties and is not a measure of
the Corporation's exposure through its use of derivatives. The amounts exchanged
are determined by reference to the notional amount and the other terms of the
interest rate swap. The agreement calls for quarterly reductions in the notional
amount with a final expiration of November 27, 2000. Variable interest payments
received are based on the three month LIBOR rate which is adjusted on a
quarterly basis. The LIBOR rate in effect at June 30, 1997 was 5.8125% while the
fixed rate to be paid through the remainder of the contract is 2.88%. The income
from this agreement for the six months ended June 30, 1997 was $64,800. For the
six months ended June 30, 1996 the income was $83,700. The market value of this
swap at June 30, 1997 was a positive $242,900. Under the terms of this contract,
future changes in LIBOR will affect the payments received, the income or expense
generated by the swap and its market value.
11
<PAGE> 14
UNB CORP.
---------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
------------------------------------------------------
Note 6 - FHLB Advances and Capital Lease
- ----------------------------------------
Long-term debt at June 30, 1997 is comprised of advances from the Federal Home
Loan Bank (FHLB). Pursuant to collateral agreements with the FHLB, advances are
secured by all FHLB stock and qualifying first mortgage loans.
A summary of FHLB advances outstanding follows (in thousands):
<TABLE>
<CAPTION>
Maturity Interest Rate Amount
-----------------------------------------
<S> <C> <C>
1997 5.15%-6.70% $14,750
1998 5.35%-7.85% 9,998
1999 5.50%-7.95% 30,348
2000 6.00%-8.00% 11,226
2001 6.10%-6.70% 3,188
2002 6.25% 330
2003 6.25% 350
------------------------------------------
Total $70,190
==========================================
</TABLE>
During the second quarter of 1997, the Bank entered into capital lease
arrangement in order to finance the acquisition of computer output to laser disk
technology (COLD) which includes computer hardware and related software in the
amount of $251,655. The lease terms call for sixty monthly payments of
$4,990.69, with the last payment due in March, 2002.
12
<PAGE> 15
UNB CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
-------------------------
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
INTRODUCTION
- ------------
The following areas of discussion pertain to the consolidated financial
statements of UNB Corp. at June 30, 1997, compared to December 31, 1996, and the
results of operations for the quarter and year-to-date periods ending June 30,
1997, compared to the same periods in 1996. It is the intent of this discussion
to provide the reader with a more thorough understanding of the consolidated
financial statements and supporting schedules, and should be read in conjunction
with those consolidated financial statements and schedules.
UNB Corp. is not aware of any trends, events, or uncertainties that might have a
material effect on the soundness of operations; neither is UNB Corp. aware of
any proposed recommendations by regulatory authorities which would have a
similar effect if implemented.
During the first half of 1997, UNB Corp. applied for and received permission
from State of Ohio Department of Commerce, Division of Consumer Finance for a
license to establish and operate a consumer finance company as a wholly owned
subsidiary of the Corporation. The Loan Place, Inc. was capitalized with a
$500,000 investment by the parent company of UNB Corp. in June, 1997. The Loan
Place will provide financing options to loan applicants with special borrowing
needs. Operations of The Loan Place are to begin July 1, 1997. It is not
anticipated that the results of operations of this subsidiary will have a
material impact on earnings of UNB Corp. in 1997.
During the second quarter of 1997, Robert L. Mang retired as President/Chief
Executive Officer of UNB Corp., and President/Chief Executive Officer of United
National Bank & Trust Co. In June, 1997, Roger L. Mann assumed the positions of
President/Chief Executive Officer of UNB Corp. and Chief Executive Officer of
United National Bank & Trust Co. Prior to this appointment, Mr. Mann served six
years as Chairman/Chief Executive Officer of four Banc One community Banks in
Fremont, Mansfield, Marion and Sidney, Ohio. Total assets of these banks are
approximately $1.2 billion with 35 branch offices. Mr. Mann's 27 year banking
career includes senior management positions in four independent community banks
located in San Diego and La Jolla, California.
FINANCIAL CONDITION
- -------------------
Total assets at June 30, 1997 were $814,266,000, an increase of $4,287,000, or
less than 1.0%, from year-end 1996. Decreases in cash and cash equivalents of
$2,420,000, were offset by increases in federal funds sold and interest bearing
deposits with banks of $4,500,000 and $296,000, respectively, combined for a
total increase of $2,376,000 in highly liquid balances. Net runoff of the
investment and mortgage-backed securities portfolios was $14,095,000, or 10.6%
from year-end 1996 levels. Cash flows and maturities from the investment and
mortgage-backed securities portfolios were reinvested in higher yielding
mortgage-backed securities as well as used to fund growth in the loan portfolio
which experienced an increase of $15,591,000, or 2.5%, since year-end 1996.
13
<PAGE> 16
UNB CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
-------------------------
Loan growth for the first half of 1997 was focused in the residential and
commercial real estate portfolios which experienced growth rates of 7.5% and
3.0%, respectively, from balances at December 31, 1996. Balances in commercial
loans increased only slightly from 1996 year-end levels, the result of less than
anticipated seasonal line of credit usage and unusually high payoffs. The
consumer loan portfolio has experienced a 2.6% decline since year-end 1996, a
direct result of Management's decision to reduce volume in indirect installment
lending. This was accomplished through higher loan rates and tightened credit
standards due to national trends and the Bank's experience in the second half of
1996 and into 1997 of increased delinquencies and loan losses in consumer loans.
Emphasis throughout the remainder of 1997 will continue to be focused on growth
in the commercial and commercial real estate portfolios, where the Bank's
highest yielding assets are concentrated, while strong efforts are being focused
on developing a network of buyers for new residential mortgage loan production.
Total earning assets at June 30, 1997 increased to $763,913,000 from
$757,445,000 at December 31, 1996, an increase of $6,468,000, or slightly less
than 1%. The ratio of earning assets to total assets increased slightly from
93.5% at year-end 1996 to 93.8% at June 30, 1997, a direct result of decreases
in cash and cash equivalents from year-end.
Total liabilities increased by $1,902,000 from year-end 1996 levels. Total
deposits at June 30, 1997 increased by $11,760,000, or 2.0%, from year-end 1996.
Non-interest bearing deposits are less than 1.0% below 1996 year-end levels,
showing recovery from normal season declines experienced after year-end.
Interest bearing demand balances decreased 2.8%, while savings balances
increased 3.5%, from year-end levels. Savings continue to be influenced by the
popularity of the Money Market Access product, a variable rate savings product
whose tiered rate structure fluctuates weekly with the 13 Week U.S. Treasury
Bill rate. Balances in traditional savings products continue to decline, the
result of some transfers to the Money Market Access product and certificates of
deposit as well as alternative investments outside the banking industry, all of
which currently offer a higher rate of return. Certificate of deposit balances
increased by $8,160,000, or 2.9%, and were influenced to a great extent by the
Bank's interest rates offered relative to local market competition as well as
the offering of a special 21 month CD during the second quarter of 1997 which
paid a very attractive rate of 6.50%.
Other significant sources of balance sheet funding, term and sweep repurchase
agreements declined $17,102,000 from year-end levels while Federal Home Loan
Bank (FHLB) advance borrowings increased by $7,587,000, or 12.1%. During the
second quarter of 1997, the Bank entered into a capital lease as a financing
arrangement for the acquisition of computer output to laser disk technology. The
balance outstanding at June 30, 1997 was $231,200.
The ratio of gross loans to deposits and FHLB Advance borrowings was 92.7% at
June 30, 1997 compared to 93.1% at year-end 1996. The decrease in this ratio
reflects the faster growth in deposits and FHLB advance borrowings over the
growth in loans outstanding during the first half of 1997. This ratio was
especially influenced by the growth in savings and certificate of deposit
balances over the period as well as the decline in consumer loans outstanding.
14
<PAGE> 17
UNB CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
-------------------------
Total shareholders' equity at June 30, 1997 was $73,719,000, an increase of
$2,385,000, or 3.3%, from year-end 1996. The major contributor to this increase
was net income for the first half of 1997 of $4,641,000. Additional increases to
capital were the result of shares issued through the dividend reinvestment
program and the exercise of executive stock options of $134,000 and $85,000,
respectively, as well as the net increase in market value, net of deferred
taxes, of investment securities available for sale of $414,000. These increases
were partially offset by the payment of $1,793,000 in quarterly cash dividends
and the net purchases of treasury stock of $1,096,000. Treasury stock has been
and will continue to be purchased in order to fund various plans of the
Corporation which require the issuance of its stock. These plans include the
dividend reinvestment plan as well internal benefit plans of the Corporation
such as the employee stock purchase plan, the 401-K plan, and the stock option
plans of 1987 and 1997.
RESULTS OF OPERATIONS
- ---------------------
UNB Corp.'s net income for the second quarter of 1997 was $2,408,000, or $0.40
per share, compared with $2,190,000, or $0.37 per share for the second quarter
of 1996. This represents an increase in earnings of 10.0% and an increase in
earnings per share of 8.1%. Year-to-date net income of $4,641,000 was $429,000,
or 10.2%, greater than the same period last year. The largest component of net
income, net interest income increased by $388,000 and $841,000 for the second
quarter and year-to-date periods, increases of 4.9% and 5.4%, respectively, from
the same periods in 1996. Total interest income for the six months ended was
$31,027,000, or 8.6%, over the same period for 1996, while interest expense for
the same period was $14,601,000, an increase of $1,612,000, or 12.4%, over the
same period in 1996. The growth in net interest income was primarily the result
of overall growth in loans outstanding as well as a shift in earning asset mix
from the investment portfolio to higher yielding loans.
The net interest margin for the first half of 1997 was 4.37%, a decrease of 17
basis points, from the same period of 1996. At the Bank level, several areas
have contributed to the decline in margin. The two most significant factors
impacting the net interest margin rate between the two periods are the cost of
funds and the yield on the loan portfolio. The overall rate paid on interest
bearing liabilities increased 11 basis points with the Money Market Savings and
Money Market Access products having the greatest impact on the upward pressure.
The impact of these products on the cost of funds were partially offset by
several rate reductions in passbook and statement savings and interest bearing
checking products, as well as the prepayment at 1996 year-end of a higher cost
FHLB advance.
While the cost of funds increased, the rate earned on the loan portfolio
declined by four basis points between the two periods with declining yields in
the mortgage loan and home equity portfolios having the greatest impact on
overall loan yield. Mortgage portfolio yields declined due to the volume of new
loans and refinancings booked during a period of relatively lower mortgage rates
experienced during the last half of 1996 and early in 1997. The home equity
portfolio has been heavily promoted with low introductory rates to encourage
customers' use of their lines of credit. Declines in these two segments of the
loan portfolio were partially offset by small increases in yield in the
commercial loan, commercial real estate and installment
15
<PAGE> 18
UNB CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
-------------------------
loan portfolios, brought on, in part by a 25 basis point increase in prime rate
at the end of the first quarter of 1997. The negative impacts of increased cost
of funds and reduced overall loan yields were partially offset by an increase in
the overall yield of the investment portfolio of 25 basis points. The favorable
performance of the investment portfolio is the direct result of the sale of
available for sale securities at year-end 1996 and the reinvestment of the
proceeds into higher yielding mortgage-backed securities.
Growth in earning assets has moderated over the first half of 1997 compared to
the pace of growth experienced in 1995 and 1996. Aggressive growth in balance
sheet size and the resulting decrease in the net interest margin rate was an
Asset/Liability management strategy over the past several years. The resulting
increase in overall revenue has enabled the Corporation to leverage capital and
increase its return on equity. Return on equity for the first half of 1997 was
12.87% compared to 12.62% for the same period in 1996. Return on assets for the
same periods has remained fairly steady at 1.17% for the first half of 1997
versus 1.16% for the same period one year ago. Management is focusing on earning
asset growth in selected loan products, to be funded with a combination of
deposit products and match funding with FHLB advances having similar maturity
and cash flow characteristics to lock in interest spreads and manage net
interest margin more effectively.
Non-interest income for the second quarter of 1997 shows a 38.2% increase from
the same period last year. On a year-to-date basis, non-interest income reached
$3,540,000, an increase of $668,000, or 23.3%, from the same period in 1996. All
categories of non-interest income show improvement over last year. The most
significant factor for these results was an increase in Trust fee income due to
an increase in the value of managed assets brought on by record stock market
levels and moderate interest rates. Other factors contributing to the positive
results were increased service charges on deposits, increased fees from the sale
of alternative investments by the Bank's dedicated American Express Financial
Advisors and $121,000 in fees collected as a surcharge to non-bank customers
using the Bank's ATM network. This surcharge was instituted in January of 1997
and is intended to compensate the Bank for a portion of the costs incurred in
maintaining its ATM network.
Non-interest expense for the second quarter increased by $739,000, or 14.1%,
from the same period in 1996. On a year-to-date basis, non-interest expense has
increased by $935,000, or 8.8%, from 1996. Salary, wages and benefits for the
quarter increased from the same period last year due to increases in incentive
compensation, partially offset by reductions in pension expense. Increases in
occupancy of 12.7% year-to-date were due to the consolidation of the two
Hartville branches into one new facility, the relocation of the Amherst branch
and the mortgage loan department to new office spaces and the opening of the new
Portage & Frank branch all of which occurred in the first half of 1997.
Increases in equipment expense of 28.5% year-to-date represent lease payments on
a new computer mainframe, a wide area network (WAN), teller and platform
computer systems and related software put in place in the third quarter of 1996.
Other expenses increased as a result of increased office supplies, telephone,
legal, loan and miscellaneous expenses and were partially offset by reductions
in FDIC expense.
Management expects the trend in increased equipment expense will continue
throughout the remainder of 1997 with a full year of expenses on the new
mainframe, expanded WAN
16
<PAGE> 19
UNB CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
-------------------------
and teller and platform equipment as well as the installation of new computer
output to laser disk technology (COLD) which occurred in the second quarter of
1997. Management also anticipates occupancy expenses to be above those recorded
in 1996 due to a full year's impact of depreciation on the renovations of United
Bank Center and the new Hartville branch, the completion of the new Portage &
Frank branch, mortgage loan and The Loan Place offices and the anticipated
addition of two in-store branch facilities in the Green and Alliance communities
late in the second half of 1997.
In 1997, the Bank is subject to FICO assessments for the payment of interest on
bonds issued to finance the takeover of unsafe thrift institutions by the
Resolution Trust Company. These annual assessments are approximately 1.3 cents
per $100 of deposits insured under BIF and 6.5 cents per $100 of deposits
insured by SAIF. Management estimates the annual expense related to the FICO
assessment will be approximately $150,000 in 1997, $660,000 less than FDIC
premiums paid in 1996.
The Bank has continued involvement in legal proceedings concerning a seven and
one half acre parcel of property acquired through foreclosure and located in the
northwest quadrant of Stark County. A large national petroleum company, owner of
the facility at the date it was taken out of service, is the party responsible
for the contamination cleanup according to the State of Ohio's Bureau of
Underground Storage Tanks (BUSTER) regulations. Several environmental
assessments by the Bank and the petroleum company have been filed with the State
agency. A remeditation plan was prepared by the petroleum company's engineering
consultants but never filed with the State. Since that plan was completed, the
petroleum company has removed its consultants and hired new consultants which
will cause further delays in the resolution of the matter. The Bank continues to
list the property for sale. The estimated cleanup costs, should they become the
responsibility of the Bank, are not material to the business or financial
condition of the Registrant and have been set up as an allowance against the
property's value on the Corp.'s Consolidated Balance Sheet.
During the second quarter, the Bank reached resolution in legal proceedings
regarding the Bank's Lake Cable branch. In June, 1996, as a result of threats to
block and barricade ingress and egress to the branch by the partnership which
then owned the Cable Shores Shopping Center, the Bank and other adjacent
property owners commenced an action in the Stark County Common Pleas Court and
subsequently received a temporary restraining order and an injunction
prohibiting the threatened interference and for a court declaration that the
Bank, other property owners and their customers have the right to such access. A
counterclaim was filed against the Bank by the partnership seeking compensatory
damages of one million dollars and punitive damages of two million dollars from
the Bank for alleged trespass arising from the use of the entrance driveway by
the Bank and its customers. An agreement was reached with the former property
owner during the second quarter of 1997 before the trial began. The terms of the
settlement are not material to the operations of the Corporation.
ALLOWANCE FOR LOAN LOSSES
- -------------------------
The provision for loan losses for the second quarter of 1997 was $675,000, a
reduction of $125,000 from the same period in 1996. On a year-to-date basis, the
provision for loan losses was $1,350,000, or $80,000 less than the same period
in 1996. The Bank's reserve-to-loan ratio of 1.38% was four basis points above
the
17
<PAGE> 20
UNB CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
-------------------------
ratio at December 31,1996. The reduction in provision from 1997 was possible due
to slower loan growth experienced so far in 1997. The provision for loan losses
charged to operating expense is based on Management's evaluation of the loan
portfolio, the adequacy of the allowance for loan losses under current economic
conditions and current and anticipated loan growth. Net charge-offs as a
percentage of average loans outstanding for the second quarter of 1997 were .18%
versus .22% for the same period in 1996. Due to the record levels of consumer
debt outstanding nationally, and the trend experienced throughout the financial
services industry of increased consumer loan delinquencies and losses,
Management anticipates the Bank's experience of increased net charge-offs
especially in the consumer, MasterCard and residential mortgage loan portfolios
over the last four quarters to continue through the remaining quarters of 1997.
Implementation of stricter underwriting guidelines put in place in mid-1996 as
well as better trend analyses resulting in earlier detection of delinquent
accounts and more proactive collection efforts on potential problem credits
should begin to have a positive impact on charge-offs by late 1997.
Impaired loans at June 30, 1997 were $430,000, an increase of $162,000 from
December 31, 1996. Non-performing loans, which include non-accrual loans and
loans past due 90 days or more, were $963,000 at June 30, 1997 compared to
$838,000 at December 31, 1996, an increase of $125,000. The ratio of
non-performing loans to total loans outstanding at June 30, 1997 was .15%, a
slight increase from the .14% recorded at year-end 1996, while the ratio for the
Bank's peers, all commercial banks having assets between $500 million and $1
billion, stands at .78%.
CAPITAL RESOURCES
- -----------------
Shareholders' equity totaled $73,719,000 at June 30, 1997, an increase of
$2,385,000, or 3.3%, compared to the $71,334,000 balance at December 31, 1996.
The ratio of equity-to-assets at June 30, 1997 was 9.05% versus 8.80% at
December 31, 1996, with the increase of 25 basis points reflecting more
restrained growth in earning assets coupled with continued growth of
shareholders' equity primarily due to year-to-date net income. The rate of
primary capital (shareholders' equity plus the allowance for loan losses less
intangible assets) to total adjusted assets was 13.93%. The risk- based capital
ratio was 13.22% while the Tier 1 capital and core leverage ratios reached
11.97% and 8.34%, respectively. The levels achieved in these ratios are above
required regulatory minimums and maintain the Corporation in the "well
capitalized" category under the guidelines of the Federal Deposit Insurance
Corporation Act of 1991 (FDICIA).
The dividend of $0.16 per share for the second quarter of 1997 was a 14.3%
increase over the dividend paid for the same period in 1996 and a $0.01 increase
over the dividend paid in the first quarter of 1997. The year-to-date dividend
of $0.31, representing 38.6% of the first half's earnings, falls within the
Corporation's dividend policy which provides for cash dividend payouts within a
range of 35% to 50% of earnings.
At June 30, 1997, the unrealized gain in securities available for sale, net of
deferred taxes of $1,587,000, reflects an increase in shareholders' equity of
$415,000 since year-end 1996. The unrealized gain in market value of the
available for sale securities has increased primarily due to the reduction in
market interest rates experienced in late June of 1997 as well as the continued
price appreciation experienced in the national equity markets.
18
<PAGE> 21
UNB CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
-------------------------
LIQUIDITY
- ---------
Management ensures that the liquidity position of the Corporation is adequate to
meet the credit needs and cash demands of its borrowers and depositors through
the ability to readily convert assets to cash and raise funds in the market
place in a timely and cost effective manner. Total cash, federal funds sold,
investments and mortgage-backed securities available for sale (including money
market investments) of $150,155,000 represent 18.4% of total assets at June 30,
1997. Of the investments available for sale, $52,966,000 are held in U.S.
Treasury and Agency securities, 79.2% of which mature within one year.
Approximately $81,368,000 of total Corporate securities are pledged as
collateral to secure public fund deposits, sweep or term repurchase agreements
or other obligations. The Corporation's ability to raise funds in the market
place is provided by the Bank's branch network, in addition to the availability
of Federal Home Loan Bank (FHLB) advance borrowings, brokered deposits, Federal
funds purchased and securities sold under agreement to repurchase. The ratio of
gross loans to deposit and FHLB advance borrowings of 92.8% versus 93.1% at
year-end 1996 reflects the faster growth in deposits and advance borrowings over
the growth in loans outstanding during the first half of 1997.
The liquidity needs of the Holding Company, primarily cash dividends and other
corporate purposes, are met through cash, short term investments and dividends
from the Bank.
INTEREST RATE SENSITIVITY
- -------------------------
In the normal course of business, the Bank is exposed to interest rate risk
caused by the differences in cash flows and repricing characteristics that occur
in various assets and liabilities as a result of changes in interest rates. The
asset and liability management process is designed to measure and manage that
risk to maintain consistent levels of net interest income and net present value
of equity under any interest rate scenario.
The Bank uses a dynamic computer model to generate earnings simulations,
duration and net present value forecasts and gap analyses, each of which
measures interest rate risk from a different perspective. The model incorporates
a large number of assumptions, including the absolute level of future interest
rates, the slope of the yield curve, various rate spread relationships,
prepayment speeds, repricing opportunities and changes in the volume of multiple
loan, investment and deposit categories. Management believes that individually
and in the aggregate these assumptions are reasonable, but the complexity of the
simulation modeling process and the inherent limitations of the various
methodologies results in a sophisticated estimate, not a precise calculation of
exposure. The Asset and Liability Management Committee reviews updated interest
rate risk position information monthly in addition to regular weekly monitoring
of changes in balance sheet volume, pricing and mix.
At June 30, 1997, assuming an immediate, parallel 200 basis point shift in
market yields, the Bank's net interest income for the next twelve months was
calculated to vary between -1.95% for a 200 basis point increase, and +0.71% for
a 200 basis point decrease, denoting a negative income sensitivity to rising
interest rates. For the same two interest rate scenarios, the net present value
of portfolio equity was projected to decline by 18.4% and increase by 22.3%,
respectively. The duration of total assets exceeded the duration of total
liabilities by 8.9 months, indicating
19
<PAGE> 22
UNB CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued
-------------------------
that liabilities will reprice sooner than assets, consistent with a bias toward
negative interest rate sensitivity. The modified twelve month cumulative gap was
- - 11.2% of total assets, indicating a higher degree of rate sensitive
liabilities than rate sensitive assets and an exposure to rising interest rates.
The gap results fall outside the established Asset and Liability Policy limits
of +/-10% for the one year time frame. In order to bring the Bank back into
compliance with Policy limits, Management continues to evaluate some
repositioning of the balance sheet. Options being examined include the possible
sale of fixed rate loans, greater emphasis on the growth of variable rate, Prime
based, commercial lending and the continued use of FHLB advances to offset the
Bank's inability to raise longer term deposits due to depositor's aversion to
extend maturities at current interest rate levels. During the first half of
1997, the Bank raised approximately $30.2 million in a special 21 month
certificate of deposit promotion to fund balance sheet growth, lock in interest
spreads on fixed rate loans and increase the duration on its certificates of
deposit.
Other strategies available to manage interest rate risk include the use of
brokered deposits and derivative products such as interest rate swaps, caps and
floors, in addition to changes in pricing, maturity and mix of the Bank's other
balance sheet categories of loans, securities and deposits. Any strategy to
counteract an undesirable level of interest rate risk is evaluated in terms of
its effectiveness and cost and presented to the Asset and Liability Management
Committee for its approval prior to implementation. In general, the Bank uses
wholesale funding as a cost effective method of extending deposit maturities
beyond the terms preferred by the majority of customers, while derivative
products are typically used to offset existing balance sheet positions that
exhibit higher than acceptable risk. These strategies supplement the ongoing
changes in pricing on deposits and loans that form the basis of the Bank's risk
reduction efforts.
CONCENTRATION OF CREDIT RISK
- ----------------------------
The Corporation maintains a diversified credit portfolio, with relatively
smaller balance, homogeneous consumer installment, credit card and residential
mortgage loans comprising 76.7% of total loans outstanding at June 30, 1997.
Residential mortgages, automobile, recreational vehicle and boat loans were the
four largest concentrations in the loan portfolio by loan type. Commercial and
commercial real estate loans comprise the remaining 12.6% and 10.7% of loans
outstanding, respectively. The two largest industry concentrations identified
within the loan portfolio, manufacturers and suppliers of structural wood
components for the construction industry and offices and clinics of medical
doctors, have commitments outstanding which represent 34.4% and 25.7%,
respectively, of total Bank capital. Within the commercial real estate
portfolio, real estate is mainly held as collateral while the cash flows of the
business are considered the primary source of repayment on the loans. With all
loan types, Management attempts to balance credit risk versus return by
employing conservative credit standards and comprehensive underwriting
guidelines in addition to the loan review function which monitors credits during
and after the approval process.
20
<PAGE> 23
UNITED NATIONAL BANK & TRUST
12 MO CUM ADJ GAP TREND
[GRAPH]
<TABLE>
<CAPTION>
GAP Analysis Ratios:
6/96 7/96 8/96 9/96 10/96 11/96 12/96 1/97 2/97 3/97
---- ---- ---- ---- ----- ----- ----- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Cumulative Bank GAP 81,104 85,993 80,766 78,146 87,608 91,399 69,273 72,303 71,726 71,363
Rate Sensitive Asset to Rate
Sensitive Liability (%) 113.23% 114.15% 113.14% 112.20% 113.51% 114.16% 110.40% 110.99% 110.92% 110.80%
Adjusted GAP Percentage:
3 Months Cum GAP % -10.32% -8.86% -10.22% -8.08% -7.02% -6.77% -7.99% -10.63% -12.09% -11.96%
6 Months Cum GAP % -12.04% -10.35% -9.79% -7.98% -6.07% -8.03% -9.29% -12.19% -14.94% -15.15%
12 Months Cum GAP % -7.17% -6.17% -8.58% -6.09% -4.70% -6.51% -8.64% -9.24% -10.61% -12.01%
<CAPTION>
4/97 5/97 6/97
---- ---- ----
<S> <C> <C> <C>
Cumulative Bank GAP 73,356 80,256 75,448
Rate Sensitive Asset to Rate
Sensitive Liability (%) 111.25% 112.05% 111.33%
Adjusted GAP Percentage:
3 Months Cum GAP % -12.77% -12.62% -11.25%
6 Months Cum GAP % -14.96% -15.49% -14.53%
12 Months Cum GAP % -11.12% -11.58% -11.20%
</TABLE>
21
<PAGE> 24
UNB CORP.
ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
(VALUATION RESERVES)
JUNE 30, 1997
(000'S omitted)
<TABLE>
<CAPTION>
1997 1996
------- -----
<S> <C> <C> <C>
Balance at January 1, $ 8,335 $ 7,242
Charge-Offs (Domestic):
Commercial, Financial, Agricultural $ 213 53
Real Estate - Commercial 0 0
Real Estate - Residential 20 68
Consumer Loans 1,284 1,014
----- -----
Total Charge-Offs 1,517 1,135
----- -----
Recoveries (Domestic):
Commercial, Financial, Agricultural 4 1
Real Estate - Commercial 0 31
Real Estate - Residential 74 21
Consumer Loans 501 398
----- -----
Total Recoveries 579 451
----- -----
Net Charge-Offs 938 684
----- -----
Additions Charged to Operations 1,350 1,430
Balance at June 30, $ 8,747 $ 7,988
===== =====
Ratio of net charge-offs during this
quarter to average loans outstanding .18% .22%
==== =====
Allowance as a percentage of total loans 1.38% 1.35%
==== ====
</TABLE>
22
<PAGE> 25
UNB CORP.
ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES
JUNE 30, 1997
(000'S omitted)
<TABLE>
<CAPTION>
Percent of
loans
in each category
Amount to total loans
------ --------------
<S> <C> <C>
Commercial, Financial, Agricultural $ 3,048 12.6%
Real Estate - Commercial 748 10.7%
Real Estate - Residential 262 41.2%
Consumer Loans 2,319 35.5%
Unallocated: 2,370 N/A
------- ------
Valuation Reserve on June 30, 1997 $ 8,747 100.00%
======= ======
</TABLE>
23
<PAGE> 26
UNB CORP.
PART II - OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
UNB Corp. held its Annual Meeting of Shareholders on April 15, 1997, for the
purpose of electing five directors and to approve the UNB Corp. 1997 Stock
Option Plan. Under this Plan certain key employees and directors of the
Corporation or the Bank would be eligible to receive Options to purchase a
certain number of the shares of the Corporation's common stock subject to
certain conditions. The adoption of the Stock Option Plan required the
affirmative vote of the holders of 66-2/3% of the outstanding shares of the
Corporation. Shareholders received proxy materials containing the information
required by this item. Results of shareholder voting on these issues were as
follows:
<TABLE>
<CAPTION>
Election of Directors
Louis V. Bockius III Abner A. Yoder Joseph J. Sommer
-------------------- -------------- ----------------
<S> <C> <C> <C>
For 4,490,420 4,494,242 4,491,365
Against 6,068 2,245 5,122
Abstain --- --- ---
Shares not
voted by Brokers 528,488 528,488 528,488
Russell W. Maier Harold M. Kolenbrander
---------------- ----------------------
For 4,468,295 4,494,356
Against 28,193 2,131
Abstain --- ---
Shares not
voted by Brokers 528,488 528,488
Proposed UNB Corp.
1997 Stock Option Plan
----------------------
For 3,699,780
Against 462,935
Abstain 76,578
Shares not
voted by Brokers 800,446
</TABLE>
Item 5 - Other Information
- --------------------------
N/A
Item 6 - Exhibits and Reports on Form 8-K
- -----------------------------------------
A. Exhibit
Number Exhibit
------ -------
27 Financial Data Schedule (1)
B. Reports - Form 8-K - No reports on Form 8-K were filed by the Registrant
during the second quarter of 1997.
(1)Filed only in electronic format pursuant to Item 601(b)(27) of Regulation
S-K.
24
<PAGE> 27
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
UNB CORP.
(Registrant)
Date August 13, 1997 /s/ James J. Pennetti
-------------------------- -----------------------------------
James J. Pennetti
(Duly authorized officer and
Treasurer, UNB Corp.)
25
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 32,342
<INT-BEARING-DEPOSITS> 453
<FED-FUNDS-SOLD> 11,300
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 106,513
<INVESTMENTS-CARRYING> 12,278
<INVESTMENTS-MARKET> 12,379
<LOANS> 633,193
<ALLOWANCE> 8,747
<TOTAL-ASSETS> 814,266
<DEPOSITS> 612,424
<SHORT-TERM> 50,443
<LIABILITIES-OTHER> 7,258
<LONG-TERM> 70,422
0
0
<COMMON> 5,809
<OTHER-SE> 67,910
<TOTAL-LIABILITIES-AND-EQUITY> 814,266
<INTEREST-LOAN> 26,951
<INTEREST-INVEST> 3,659
<INTEREST-OTHER> 417
<INTEREST-TOTAL> 31,027
<INTEREST-DEPOSIT> 11,026
<INTEREST-EXPENSE> 14,601
<INTEREST-INCOME-NET> 16,426
<LOAN-LOSSES> 1,350
<SECURITIES-GAINS> 28
<EXPENSE-OTHER> 11,608
<INCOME-PRETAX> 7,008
<INCOME-PRE-EXTRAORDINARY> 7,008
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,641
<EPS-PRIMARY> .78
<EPS-DILUTED> .78
<YIELD-ACTUAL> 4.37
<LOANS-NON> 753
<LOANS-PAST> 210
<LOANS-TROUBLED> 470
<LOANS-PROBLEM> 1,186
<ALLOWANCE-OPEN> 8,335
<CHARGE-OFFS> 1,517
<RECOVERIES> 579
<ALLOWANCE-CLOSE> 8,747
<ALLOWANCE-DOMESTIC> 6,377
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 2,370
</TABLE>
