<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 March 31, 1999
--------------------
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 April 30, 1999
10,865,947 Common Shares
<PAGE> 2
UNB CORP.
FORM 10-Q
QUARTER ENDED MARCH 31, 1999
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Interim financial information required by Rule 10-01 of Regulation S-X
(17 CFR Part 210) is included in this Form 10Q as referenced below:
Page
Number(s)
---------
Consolidated Balance Sheets 1
Consolidated Statements of Income 2
Consolidated Statements of Comprehensive Income 3
Condensed Consolidated Statements of Changes in
Shareholders' Equity 4
Consolidated Statements of Cash Flows 5
Notes to the Consolidated Financial Statements 6-12
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 13-24
Item 3 - Quantitative and Qualitative Disclosures About
Market Risk 25-28
PART II - OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security Holders 29
Item 5 - Other Information 29
Item 6 - Exhibits and Reports on Form 8-K 29
Signatures 29
<PAGE> 3
U N B C O R P.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
(In thousands except per share data) MARCH 31, December 31,
1999 1998
-------------------------
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 27,626 $ 28,195
Federal funds sold 12,900 12,300
Interest bearing deposits with banks 162 554
Securities, net (Fair value:
$51,893 and $52,950, respectively)(Note 2) 51,893 52,945
Mortgage-backed securities (Fair value:
$76,789 and $81,529, respectively)(Note 2) 76,765 81,504
Loans originated and held for sale 3,375 6,772
Loans:
Total loans (Notes 3 and 6) 679,171 671,433
Less allowance for loan losses (Note 4) (11,756) (11,172)
- -----------------------------------------------------------------------------------------------
Net loans 667,415 660,261
Premises and equipment, net 10,886 11,152
Intangible assets 4,084 4,333
Accrued interest receivable and other assets 8,526 10,727
- -----------------------------------------------------------------------------------------------
TOTAL ASSETS $ 863,632 $ 868,743
===============================================================================================
LIABILITIES
Deposits:
Noninterest bearing deposits $ 89,653 $ 102,101
Interest bearing deposits 594,673 583,393
- -----------------------------------------------------------------------------------------------
Total deposits 684,326 685,494
Fed funds purchased and short-term borrowings 60,217 61,311
Federal Home Loan Bank advances and capital lease (Note 6) 40,803 41,571
Accrued taxes, expenses and other liabilities 7,696 8,665
- -----------------------------------------------------------------------------------------------
TOTAL LIABILITIES 793,042 797,041
SHAREHOLDERS' EQUITY
Common stock ($1.00 stated value, 50,000,000 shares authorized;
11,646,324 and 11,646,362 issued and outstanding, respectively) 11,646 11,646
Paid-in capital 29,311 30,872
Retained earnings 41,473 38,049
Unrealized gain on securities available for sale, net of tax 2,061 2,284
Treasury stock, 690,979 and 547,446 shares at cost (13,901) (11,149)
- -----------------------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY 70,590 71,702
- -----------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 863,632 $ 868,743
===============================================================================================
</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
MARCH 31,
-------------------------
1999 1998
----------- -----------
<S> <C> <C>
INTEREST INCOME:
Interest and fees on loans:
Taxable $ 14,165 $ 13,675
Tax exempt 27 37
Interest and dividends on investments
& mortgage-backed securities:
Taxable 1,964 2,111
Tax exempt 0 10
Interest on bank deposits and federal funds sold 124 219
- ---------------------------------------------------------------------------------
Total interest income 16,280 16,052
- ---------------------------------------------------------------------------------
INTEREST EXPENSE:
Interest on deposits 5,864 6,211
Interest on short-term borrowings 678 701
Interest on FHLB advances 607 465
- ---------------------------------------------------------------------------------
Total interest expense 7,149 7,377
- ---------------------------------------------------------------------------------
NET INTEREST INCOME 9,131 8,675
PROVISION FOR LOAN LOSSES (NOTE 4) 730 691
- ---------------------------------------------------------------------------------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 8,401 7,984
OTHER INCOME:
Service charges on deposits 660 702
Trust Department income 1,099 992
Other operating income 455 389
Securities gains, net 4,177 786
Gains on loans originated for resale and sold 291 249
- ---------------------------------------------------------------------------------
Total other income 6,682 3,118
- ---------------------------------------------------------------------------------
OTHER EXPENSES:
Salary, wages and benefits 3,569 3,251
Occupancy 417 333
Equipment 919 868
Other operating expense 3,308 2,717
- ---------------------------------------------------------------------------------
Total other expenses 8,213 7,169
- ---------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES 6,870 3,933
PROVISION FOR INCOME TAXES 2,348 1,352
- ---------------------------------------------------------------------------------
NET INCOME $ 4,522 $ 2,581
=================================================================================
EARNINGS PER SHARE (NOTE 1):
Basic $ 0.41 $ 0.23
Diluted $ 0.40 $ 0.22
=================================================================================
DIVIDENDS PER SHARE (NOTE 1) $ 0.100 $ 0.085
=================================================================================
WEIGHTED AVERAGE SHARES OUTSTANDING (NOTE 1):
Basic 11,028,118 11,568,409
Diluted 11,181,032 11,816,536
=================================================================================
</TABLE>
See Notes to the Consolidated Financial Statements
2
<PAGE> 5
U N B C O R P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
UNAUDITED
<TABLE>
<CAPTION>
(In thousands) THREE MONTHS ENDED
MARCH 31,
------------------
1999 1998
------- -------
<S> <C> <C>
Net Income $ 4,522 $ 2,581
Other comprehensive income, net of tax
Unrealized gains/(losses) on securities:
Unrealized gains/(losses) arising
during the period 2,493 36
Less: Reclassified adjustment for
accumulated gains/(losses)
included in net income 2,715 511
------- -------
Unrealized gains/(losses) on securities (222) (475)
------- -------
Comprehensive income $ 4,300 $ 2,106
======= =======
</TABLE>
See the Notes to the Consolidated Financial Statements
3
<PAGE> 6
U N B CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
(In thousands except per share data)
THREE MONTHS ENDED
3/31/99 3/31/98
-------- --------
<S> <C> <C>
Balance at beginning of period $ 71,702 $ 76,520
Net Income 4,522 2,581
Common stock issued 0 64
Cash dividends $0.100 and $0.085 per share, respectively (1,098) (983)
Treasury stock purchases (6,764) (463)
Treasury stock sales 2,450 276
Change in market value on investment securities
available for sale, net of deferred taxes (222) (475)
-------- --------
Balance at end of period $ 70,590 $ 77,520
======== ========
</TABLE>
See Notes to the Consolidated Financial Statements
4
<PAGE> 7
UNB CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
(In thousands) MARCH 31,
1999 1998
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 4,522 $ 2,581
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization 356 327
Provision for loan losses 730 691
Net securities gains (4,177) (786)
Net amortization/(accretion) on securities 7 (43)
Amortization of intangible assets 249 252
Loans originated for resale (14,054) (14,684)
Proceeds from sale of loan originations 17,741 13,403
Changes in:
Interest receivable 70 (130)
Interest payable (345) (215)
Other assets and liabilities, net 1,629 (979)
Deferred income (2) 2
- --------------------------------------------------------------------------------------------------------------
Net cash from operating activities 6,726 419
- --------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net change in interest bearing deposits with banks 392 1,013
Net increase in funds sold (600) (10,425)
Investment and mortgage-backed securities:
Proceeds from sales of securities available for sale 8,932 1,843
Proceeds from maturities of securities available for sale 15,555 21,300
Purchases of securities held to maturity (125) (120)
Purchases of securities available for sale (19,500) (25,108)
Purchases of mortgage-backed securities available for sale (9,974) (9,537)
Principal payments received on mortgage-backed securities held to maturity 648 1,589
Principal payments received on mortgage-backed securities available for sale 14,083 2,722
Net (increase)/decrease in loans made to customers (8,191) 4,576
Purchases of premises and equipment, net (90) (173)
Principal payments received under leases 17 72
- --------------------------------------------------------------------------------------------------------------
Net cash from investing activities 1,147 (12,248)
- --------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (decrease)/increase in deposits (1,168) 13,227
Cash dividends paid, net of shares issued through dividend reinvestment (1,098) (983)
Purchase of treasury stock (6,764) (463)
Sales of treasury stock 2,450 276
Proceeds from issuance of stock 0 64
Net increase (decrease) in short-term borrowings (1,094) 8,716
Repayments of FHLB advances (756) (6,275)
Repayments on capital lease (12) (10)
- --------------------------------------------------------------------------------------------------------------
Net cash from financing activities (8,442) 14,552
- --------------------------------------------------------------------------------------------------------------
NET CHANGE IN CASH AND CASH EQUIVALENTS (569) 2,723
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 28,195 28,998
- --------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 27,626 $ 31,721
==============================================================================================================
</TABLE>
See the Notes to the Consolidated Financial Statements
5
<PAGE> 8
UNB CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
------------------------------------------------------
Note 1 - Summary of Significant Accounting Policies
- ---------------------------------------------------
Unless otherwise indicated, amounts are in thousands, except per share data.
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 March 31, 1999, 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, 1998, 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 quarters ended March 31, 1999, and March
31, 1998, UNB Corp. paid interest in the amount of $7,494 and $7,592,
respectively. For the quarter ended March 31, 1999, there were no federal income
taxes paid. For the quarter ended March 31, 1998, federal income taxes paid
totaled $70.
The Corporation classifies securities as held to maturity, available for sale,
or trading. 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 amortized cost 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 and are excluded from reported impaired loans. 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. In addition,
loans held for sale and leases are excluded from consideration as impaired.
6
<PAGE> 9
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.
The Corporation declared a 100% stock dividend to shareholders of record on
October 1, 1998, payable on October 15, 1998. 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.
Basic and diluted earnings per share are computed under the provisions of SFAS
No. 128, "Earnings Per Share." Basic earnings per share are based on net income
divided by the weighted average number of shares outstanding during the period.
Diluted earnings per share show the dilutive effect of additional common shares
issuable under stock options 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.
On January 1, 1998, the Corporation adopted Financial Accounting Standard No.
130, "Reporting Comprehensive Income". This Statement establishes standards for
reporting of comprehensive income and its components for all periods reported.
Comprehensive income includes both net income and other comprehensive income.
Other comprehensive income includes the change in unrealized gains and losses on
securities available for sale and additional minimum pension liability
adjustments.
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 March 31, 1999, and December 31,
1998, are as follows:
7
<PAGE> 10
UNB CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
------------------------------------------------------
<TABLE>
<CAPTION>
March 31, 1999
-------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---- ----- ------ -----
<S> <C> <C> <C> <C>
Securities available for sale:
U.S. Treasury securities $ 5,037 $ 26 $ -- $ 5,063
Obligations of U.S. government
agencies and corporations 29,955 120 (13) 30,062
Securities held to maturity:
Corporate bonds and other debt
securities 750 -- -- 750
-------- -------- -------- --------
Total debt securities 35,742 146 (13) 35,875
Equity securities available for sale 11,927 3,432 (349) 15,010
Asset-backed securities available
for sale 999 9 -- 1,008
-------- -------- -------- --------
Total investment securities 48,668 3,587 (362) 51,893
Mortgage-backed securities
available for sale 75,626 297 (351) 75,572
Mortgage-backed securities
held to maturity 1,193 24 -- 1,217
-------- -------- -------- --------
Total mortgage-backed securities 76,819 321 (351) 76,789
-------- -------- -------- --------
Total investment and mortgage-
backed securities $125,487 $ 3,908 $ (713) $128,682
======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1998
---------------------------------------------
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
---- ----- ------ -----
<S> <C> <C> <C> <C>
Securities available for sale:
U.S. Treasury securities $ 9,058 $ 59 $ (14) $ 9,103
Obligations of U.S. government
agencies and corporations 25,009 200 (3) 25,206
Securities held to maturity:
Corporate bonds and other debt
securities 749 5 -- 754
-------- -------- -------- --------
Total debt securities 34,816 264 (17) 35,063
Equity securities available for sale 13,550 3,325 -- 16,875
Asset-backed securities available
for sale 999 13 -- 1,012
-------- -------- -------- --------
Total investment securities 49,365 3,602 (17) 52,950
Mortgage-backed securities
available for sale 79,731 311 (378) 79,664
Mortgage-backed securities
held to maturity 1,840 26 (1) 1,865
-------- -------- -------- --------
Total mortgage-backed securities 81,571 337 (379) 81,529
-------- -------- -------- --------
Total investment and mortgage-
backed securities $130,936 $ 3,939 $ (396) $134,479
======== ======== ======== ========
</TABLE>
8
<PAGE> 11
UNB CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
------------------------------------------------------
During the three month periods ended March 31, 1999 and 1998, the proceeds from
sales of securities available for sale were $8,932 and $1,843, respectively. Net
gains of $4,177 and $786 were recognized in those sales, respectively. There
were no sales or transfers of securities classified as held to maturity.
The amortized cost and estimated fair value of debt securities at March 31,
1999, by contractual maturity, are shown below. Actual maturities will differ
from contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
March 31, 1999
Estimated Weighted
Amortized Fair Average
Cost Value Yield
------- ------- -----
<S> <C> <C> <C>
Securities available for sale:
U.S. Treasuries
Due in one year or less $ 3,016 $ 3,030 5.49%
Due after one year through five years 2,021 2,033 5.49
------- ------- ----
Total 5,037 5,063 5.49
------- ------- ----
U.S. Government agencies and corporations
Due in one year or less 16,998 17,042 5.87
Due after one year through five years 12,957 13,020 6.04
------- ------- ----
Total 29,955 30,062 5.95
------- ------- ----
$34,992 $35,125 5.88%
======= ======= ====
Securities held to maturity:
Corp bonds and other debt securities
Due after one year through five years 750 750 8.53
------- ------- ----
Total $ 750 $ 750 8.53%
======= ======= ====
Asset-backed securities available for sale $ 999 $ 1,008 7.00%
------- ------- ----
Mortgage-backed and collateralized
mortgage obligations available for sale 75,626 75,572 6.29
------- ------- ----
Mortgage-backed and collateralized
mortgage obligations held to maturity 1,193 1,217 7.49
------- ------- ----
$76,819 $76,789 6.31%
======= ======= ====
</TABLE>
At March 31, 1999, 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.
9
<PAGE> 12
UNB CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
------------------------------------------------------
Note 3 - Loans
- --------------
Total loans as presented on the balance sheet are comprised of the following
classifications:
<TABLE>
<CAPTION>
March 31, 1999 December 31, 1998
-------------- -----------------
<S> <C> <C>
Commercial, financial and agricultural $ 85,243 $ 80,618
Commercial real estate 81,681 83,036
Aircraft 80,900 65,530
Residential real estate 223,444 234,696
Consumer 207,903 207,553
-------- --------
Total loans $679,171 $671,433
======== ========
</TABLE>
Impaired loans are as follows:
<TABLE>
<CAPTION>
March 31, 1999 December 31, 1998
-------------- -----------------
<S> <C> <C>
Loans with no allowance for loan
losses allocated $567 $660
Loans with allowance for loan
losses allocated 160 --
Amount of allowance allocated 117 --
Average of impaired loans,
year-to-date $754 $335
Interest income recognized during
impairment 12 33
Cash-basis interest income
recognized year-to-date 13 32
</TABLE>
At March 31, 1999 and December 31, 1998, loans on non-accrual status and/or past
due more than 90 days approximated $1,666 and $1,487, respectively. The Other
Real Estate Owned balance, net of allowance, was $325 and $449 at March 31, 1999
and December 31, 1998, respectively.
Note 4 - Allowance for Loan Losses
- ----------------------------------
A summary of activity in the allowance for loan losses for the three months
ended March 31, 1999, and March 31, 1998, are as follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Balance - January 1 $11,172 $9,650
Provision charged to operating expense 730 691
Loans charged off, net of recoveries (146) (386)
------- ------
Balance - March 31 $11,756 $9,955
======= ======
</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, aircraft loans, residential mortgage loans and consumer loans comprising
12.6%, 12.0%, 11.9%, 32.9% and 30.6%, respectively, at March 31, 1999. Indirect
loans accounted for 65.3% of all consumer loans and 20.0% of total loans at
March 31, 1999. The dealer
10
<PAGE> 13
UNB CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(continued)
------------------------------------------------------
network from which the indirect new and used automobile, marine and RV loans
were purchased includes 75 relationships thus far in 1999, the largest of which
was responsible for 14.2% of the total indirect dollar volume for the
year-to-date 1999.
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 March
31, 1999, 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 $233,940.
At March 31, 1999, the Corporation held two interest rate swap agreements with
notional amounts of $2.1 million and $17.6 million. The notional amount of an
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 following table summarizes the terms
of each of the swaps in effect:
<TABLE>
<CAPTION>
Swap #1 Swap #2
------- -------
<S> <C> <C>
Notional amount $2,100 $17,600
Final expiration November 20, 2000 June 18, 2003
Variable rate in effect
March 31, 1999 5.00% 5.00%
Fixed rate 2.88% 5.86%
Market value,
March 31, 1999 $47 $(172)
</TABLE>
Variable interest payments received are based on the three month LIBOR rate
which is adjusted on a quarterly basis. The net expense from these agreements
for the three month period ended March 31, 1999 was $17. For the three month
period ended March 31, 1998 net income of $26 was recorded. Under the terms of
these contracts, future changes in LIBOR will affect the payments received, the
income or expense generated by each swap and their market value.
Note 6 - FHLB Advances and Capital Lease
- ----------------------------------------
The majority of long-term debt at March 31, 1999 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 is as follows:
<TABLE>
<CAPTION>
Maturity Interest Rate Amount
--------------------------------------------------------------------
<S> <C> <C>
1999 5.50%-5.85% $2,285
2000 6.00% 300
2001 6.10%-6.15% 7,383
2002 5.95%-6.25% 30,330
2003 6.25% 350
--------------------------------------------------------------------
Total $40,648
====================================================================
</TABLE>
11
<PAGE> 14
UNB CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
------------------------------------------------------
Based on the Bank's investment in FHLB stock, the maximum dollar amount of FHLB
advance borrowings available to the Bank is $147,026.
In the second quarter of 1997, the Bank entered into capital lease arrangement
in order to finance the acquisition of computer hardware and related software in
the amount of $252. The lease terms call for sixty monthly payments of
approximately $5 with the last payment due in March, 2002. The balance
outstanding at March 31, 1999 was $155.
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 March 31, 1999, compared to December 31, 1998, and
the results of operations for the quarter ending March 31, 1999, compared to the
same period in 1998. 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.
During the first quarter of 1999, UNB Corp. reapplied with the State of Ohio for
a license to sell life and property and casualty insurance through its
affiliate, the United Insurance Agency, Inc., which was activated in 1998.
Approval from the State is not expected until late second or early third quarter
of 1999. Once approval is received, it is not anticipated that the results of
operations of this affiliate will have a material impact on the earnings of UNB
Corp. in 1999.
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.
FINANCIAL CONDITION
- -------------------
Total assets at March 31, 1999 were $863,632, a decrease of $5,111, or 0.6%,
from year-end 1998. Total earning assets at March 31, 1999 of $824,266 declined
by $1,242, or 0.2%, from 1998 year-end levels. The ratio of earning assets to
total assets has increased from 95.0% at December 31, 1998 to 95.4% at March 31,
1999. Highly liquid balances, comprised of cash and cash equivalents, federal
funds sold and interest bearing deposits with banks, showed a net decrease of
$361, or less than 1.0%, from year-end 1998. Balances in the investment and
mortgage-backed securities portfolios reflect a decrease of $5,791, or 4.3%,
from 1998 year-end balances, primarily the result of net runoff in
mortgage-backed securities and sales of available for sale U.S. treasury and
equity securities. Cash flows from maturing securities were reinvested in
government and agency securities eligible as collateral to pledge against
borrowings and in mortgage backed securities with durations of two years for
portfolio yield enhancement. Remaining liquidity from the securities portfolio
was use to partially fund growth in the loan portfolios.
For the first quarter of 1999, total loans grew by $7,738, or 1.1%. Management
continues to focus efforts for growth in selected segments of the loan portfolio
to take advantage of the Bank's lending resources and expertise, while reducing
the effects of interest rate risk found in longer term, fixed rate loans given
the relative levels of current interest rates. Other considerations in the size
and composition of the loan portfolio include maintaining the residential
mortgage and installment loan portfolios at adequate levels to pledge as
collateral against borrowing facilities at the Federal Reserve Bank and Federal
Home Loan Bank as part of Year 2000 liquidity contingency plans.
The segment of the portfolio with the most significant change during the quarter
was aircraft lending, with growth in outstandings of $15,370, or 23.4% from
year-end levels. This growth is the result several strategies undertaken since
the acquistion of the aircraft group in June, 1998. These include direct mail
marketing to turbine and jet aircraft owners in October, 1998 and the
development of referral relationships with aircraft dealers and brokers. In
addition, a
13
<PAGE> 16
UNB CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
-------------------------
significant portion of new volume is related to refinancing activity for
aircraft upgrades which enhance collateral values. The loans are a blended rate
product, which are fixed for a term of one to two years after which they become
a prime plus variable rate loan, thus aiding in interest rate risk mitigation.
The commercial lending area also experienced growth of $4,625, or 5.7%, from
year-end 1998 levels, mostly through advances on existing lines of credit.
Highly competitive pricing for new loans in this and the commercial real estate
segments has limited the ability for new loan growth without significant impact
to profit margins. Because of this, commercial real estate balances have
declined by $1,355, or 1.6%, from year-end 1998. Management continues to stress
growth in these two areas with a strategy for geographic expansion into southern
Summit and Wayne counties to build volumes with acceptable profit margins.
Residential real estate balances declined by $11,252, or 4.8%, for the first
quarter of 1999. This decline was the result of continued high levels of
refinancings brought on by current market rates, coupled with the Bank's
aversion to the interest rate risk associated with fixed rate mortgage loans.
With relatively low market rates available on mortgage loans, most of the Bank's
production of fixed rate mortgages is being sold in the secondary market. During
the first quarter, the Bank began offering a 5/1 adjustable rate mortgage
product priced .625% below rates on 30 year fixed year mortgages. Experience on
current ARM loans suggests that borrowers will refinance to a fixed rate loan in
less than five years, thus yielding an asset with a much shorter duration than
that of a fixed rate mortgage with the potential for additional fee income at
the time of refinancing. This product is being used to slow the decline in the
residential mortgage portfolio balance to levels which would limit its
effectiveness for use as collateral on borrowing facilities at the Federal
Reserve Bank and Federal Home Loan Bank as part of Year 2000 liquidity
contingency plan.
Consumer loans increased by $350, or 0.2%, from year-end 1998, the results of
the combination of two strategies to limit interest rate and credit risk.
Through a strategy put in place in 1998 which increased rates, lowered dealer
reserves and raised minimum credit scores on selected credit quality tiers, new
volumes have been reduced, thus shrinking the indirect consumer loan portfolio.
This decline in installments was offset by strategies to promote home equity
products implemented in 1998 which caused home equity commitments to grow by
12.1% and outstanding balances by $6,051 or 15.5%, for the first quarter of
1999. New product features on the Equity100 product include introductory rate
incentives and Equi-lock which allows customers to lock in a rate and fixed term
on all or a portion of their outstanding balance while the remaining unused
commitment can continue to be used like a regular line of credit. Card access
was also added to a customer's line of credit through the Equity100 MasterMoney
card, which is used like a regular credit card and is accepted everywhere
MasterCard is accepted. Card access gives customers credit card convenience and
all benefits of home equity loans such as low rates and tax deductible interest.
Management is targeting a goal of approximately 8% loan growth in 1999, focusing
on the aircraft, commercial and commercial real estate products, based on their
attractive yields and repricing features. Its goals are to continue to realign
its loan portfolio mix to more reflect those of the Bank's high performing
peers, leading to reduced interest rate risk, increased net interest margin and
overall improved profitability.
Total liabilities decreased by $3,999, or 0.5%, from year-end 1998 levels. Total
deposits at March 31, 1999 decreased by $1,168, or 0.2%, from year-end 1998.
Noninterest bearing demand deposits at March 31, 1999 are $12,448, or 12.2%,
below 1998 year-end levels while interest bearing demand balances decreased
$3,511, or 4.1%, for the same period. Reductions in transaction based balances
in the first
14
<PAGE> 17
UNB CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
-------------------------
quarter are regarded as a seasonal trend, the result of artificially high
year-end balances of commercial customers managing their balance sheet
composition. Savings balances increased $8,869, or 7.2%, from year-end levels,
with the Money Market Access product responsible for an increase of $10,262, or
10.5%, over 1998 year-end balances. This product continues to attract customers
due to the higher returns than those available in traditional savings products
and the liquidity unavailable in certificates of deposit. Balances in
traditional savings products continue to decline, $3,877 from year-end 1998, the
result of transfers to the Money Market Access product as well as alternative
investments outside the banking industry, both of which currently offer higher
rates of return to the consumer. Certificate of deposit balances increased by
$9,742, or 3.4%, and were influenced by a net increase in brokered deposits of
$10,000. Brokered CD's of $15,000 were issued in February, 1999, with equal
amounts in maturities of two, three and four years and an average all-in cost of
5.55%. In addition, the Bank began a local CD special with a rate of 5.00% for
maturities of 18 to 23 months. This promotion is in anticipation of Year 2000
liquidity needs which management felt would be more successful earlier in the
year with regards to availability of funds and cost. The 5.00% rate was
increased in late March to 5.25% to be more competitive with other local rates
which began to rise later in the quarter.
Other significant sources of balance sheet funding, term and sweep repurchase
agreements decreased $1,094, or 1.8%, from year-end levels while Federal Home
Loan Bank (FHLB) advances and capital lease borrowings decreased by $768, for
normal monthly amortizations.
The ratio of gross loans to deposits and FHLB advance borrowings was 93.7% at
March 31, 1999 compared to 92.3% at year-end 1998. This ratio was mainly
impacted by the loan growth experienced during the first quarter of 1999 which
was partially funded from liquidity in the securities portfolios.
Total shareholders' equity at March 31, 1999 was $70,590, a decrease of $1,112,
or 1.6%, from year-end 1998. The reductions in shareholders' equity were the
result cash dividends paid during the quarter of $1,098 and net changes in
treasury stock of $4,314. Shareholders' equity also decreased for a reduction in
unrealized gains, net of deferred tax, on available for sale securities for the
quarter of $222. These were partially offset by net income for the quarter of
$4,522. During the quarter, the Board of Directors authorized the purchase of an
additional 3% of corporate stock outstanding in the stock repurchase program
which translates to a total commitment of approximately 915,000 shares in
treasury stock purchases. This reaffirms the Board's beliefs that the stock is
an excellent value compared to other market opportunities, and acknowledges the
positive impact it has on return on equity. The Board has authorized up to $5
million in treasury stock to be held temporarily for use in funding various
plans of the Corporation which require the issuance of its stock. These plans
include the internal benefit plans of the Corporation which include the employee
stock purchase plan, the 401-K plan, and the stock option plans of 1987 and
1997. The remainder of the treasury stock will be retired.
YEAR 2000 COMPLIANCE
- --------------------
The Year 2000 issue is the result of many computer programs being written using
two digits rather than four to define an applicable year. The Corporation's
hardware, date-driven automated equipment, or computer programs that have date
sensitive software, may recognize a date using "00" as the year 1900 rather than
the year 2000. This faulty recognition could result in a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions or engage in normal
business activities.
15
<PAGE> 18
UNB CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
-------------------------
UNB Corp. and its subsidiaries have conducted a comprehensive review of all
information and non information technology systems to identify potential Year
2000 compliance problems and to test hardware and software for compliance. This
effort is led by a Year 2000 Compliance Committee which reports directly to the
Board of Directors on a monthly basis. The Committee also reports the
Corporation's progress to its primary regulator, the Office of the Comptroller
of the Currency.
The Corporation is currently in the testing phase of the project for both
information and non information technology systems. The Committee is monitoring
this phase closely and it anticipates that testing will be completed by mid-year
1999. Further, the Corporation is progressing in its efforts at remediation of
noncompliant systems either through the replacement or upgrading of these
systems. The Committee believes that all internal systems will be Year 2000
compliant by mid year 1999.
The Committee is addressing Year 2000 compliance in the area of fiduciary
(trust) activities. Systems, software and product vendors have been contacted
regarding their Year 2000 status. Vendor compliance is being tracked and
monitored on an ongoing basis. Test plans have been developed for the software
systems, and implementation of the testing process is following a scheduled
timeline geared to the priority status of each product. The project to research
and confirm the Year 2000 compliance status of the Trust Department's managed
asset holdings has been under way since first quarter, 1998, with the compliance
status requests initiated for the following asset categories; equities,
corporate bonds, municipal bonds, limited partnerships, closely-held securities,
mutual funds, agency bonds, certificates of deposit and real estate. The Trust
Investment Selection Committee has completed several reviews of the information
received on these asset categories, and has scheduled further reviews throughout
the second and third quarters of 1999, to assess the risk of holding individual
security issues. Followup research is being conducted on any security issues
where compliance status could not be determined. A program to provide customer
awareness information has been developed, with client mailings beginning in
January, 1999, and with scheduled subsequent mailings each quarter during the
remainder of 1999. For employee benefit accounts, a project has been developed
to contact plan sponsors to determine the Year 2000 status of the company in
their capacity as plan administrator.
The Committee continues to address Year 2000 compliance with its vendors,
suppliers, and other third parties to assess their readiness and is reviewing
these contacts and their results. This has been and will continue to be an
on-going process, until all parties can fully declare their compliance.
In the area of Customer Risk Mitigation, the Committee has presented the Year
2000 issue to its commercial loan customers as a management issue of significant
concern to their businesses. The Committee has completed the initial assessment
of Year 2000 risk in the commercial loan portfolio through a questionnaire
directed to major borrowers which had an 85% response rate, representing 67% of
the commercial loans and commitments. The questionnaires were reviewed and
integrated with other risk components to assign Year 2000 risk ratings within
the commercial loan portfolio. The ratings are being used in a risk-based
monitoring effort which will continue throughout 1999. The information obtained
through the monitoring activities is used to assess the impact of our customers'
Year 2000 preparedness on the Bank's asset quality and to make appropriate
adjustments to the Loan Loss Provision.
The Committee oversees the development and implementation of a corporate wide
contingency plan encompassing all core business processes. Completion and
validation of this plan are scheduled for June 30, 1999. The plan will be
subject to further review during the third and fourth quarters of 1999.
16
<PAGE> 19
UNB CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
-------------------------
At this time, it is Management's opinion that the most reasonably likely worse
case scenario is one in which the Corporation experiences very short term and
very insignificant interruptions in its primary software and hardware system,
which will have little or no impact on customer service or the on-going
operations of the Corporation. As mentioned above, the Corporation is developing
contingency plans to deal with this scenario and with even more severe
circumstances of loss of software and hardware systems, but we have no reason to
believe, at this time, that these scenarios are reasonably likely to occur. The
Management of UNB Corp. is not currently aware that a material disruption in the
infrastructure of its market area is reasonably likely to occur. While the
Corporation is developing contingency plans for the loss of electricity,
telecommunications and other basic services, it does not believe that the total
loss of these services is a reasonably likely worst case scenario.
A primary goal of the Committee is to implement an on-going, proactive
communications program to inform employees and customers that the Corporation is
aware of the Y2K challenge, is addressing any potential operational problems and
is taking the appropriate steps to insure "business as usual" in the new
millennium. A communications strategic plan and time line have been developed to
maximize the effectiveness of the messages and to minimize anxiety over the Year
2000 date change.
The corporation has communicated its Y2K readiness message to all customers
through a Readiness Brochure, a President's Letter, and a web site. In addition,
the Corporation plans to target specific customer segments throughout the year.
A brochure warning customers about consumer fraud is available in the branches
and is also being sent to all Certificate of Deposit renewals, Money Market
Access Accounts, Trust customers and our 50+ Gold Club customers. In addition, a
Trust Readiness Statement was mailed specifically to trust customers. General
Y2K customer information and targeted communications will continue throughout
the year in an effort to provide our customers with information on an on-going
basis regarding the Corporation's Year 2000 readiness.
Internally, UNB Corp.'s focus is to inform all employees of common Y2K questions
and concerns and educate them on how to respond appropriately to customer
inquiries. General information has been disseminated through small group
training sessions, monthly Q&A fliers and various newsletter articles. More
intensive training is being given to retail and telephone banking employees on a
weekly basis to help them address Y2K questions as they are received.
Although the Corporation intends to conduct normal operations during the entire
period before and after the date changeover, the Committee has developed a
liquidity contingency plan to minimize any potential disruption to the
Corporation's business activities. As part of that plan, during the first
quarter the Corporation issued brokered certificates of deposits with maturities
of two, three and four years and increased the rate on local certificates of
deposits with terms of 18 to 23 months to extend maturities into 2000 and
beyond. The Corporation also obtained an irrevocable line of credit from the
Federal Home Loan Bank of Cincinnati that guarantees the availability of funding
from November 1, 1999, through March 1, 2000. During the second quarter, the
Corporation will pledge the commercial and installment loan portfolios to the
Federal Reserve Bank of Cleveland as collateral for contingent discount window
borrowings late in 1999 and in 2000. The combined effect of these strategies
will provide approximately $250,000,000 in additional liquidity. A comprehensive
review of the Corporation's policies, procedures and facilities related to the
transportation and maintenance of currency was completed, and alternative plans
were developed to ensure that full access to currency supplies will be
maintained at all times. The Corporation continues to monitor levels of
currency, deposits and loans daily to identify any developing
17
<PAGE> 20
UNB CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
-------------------------
trends that might impact the overall liquidity position. Selected groups of
customers that have the potential to significantly affect total loan and deposit
balances have also been targeted for ongoing communications to reduce the
liquidity risk to the organization.
Based on current information, the Corporation believes that internal systems
will be Year 2000 compliant before January 1, 2000, through either the
modification of existing hardware and software, or through the purchase and
installation of new hardware and software. The Committee currently anticipates
that the Corporation will spend approximately $500 on the Year 2000 project. At
this time, management does not believe that there will be a significant negative
impact on earnings due to this issue. The Year 2000 problem could have a
material impact on the operation of the Corporation if not properly addressed,
but management anticipates that the problem will be resolved and thus will not
have a significant impact on the Corporation's delivery of products and services
to its customers, or on its operations.
RESULTS OF OPERATIONS
- ---------------------
UNB Corp.'s net income for the first quarter of 1999 was $4,522 or $0.40 per
diluted share, compared with $2,581, or $0.22 per diluted share for the first
quarter of 1998. This represents an increase in earnings of 75.2% and an
increase in diluted earnings per share of 81.8%. The greatest impact on net
income for the quarter was the gain of $4,177 recognized on the sale of equity
securities from marketable equities security portfolio of UNB Corp.'s Parent
Company. This gain was an increase of $3,391 over gains taken in the first
quarter of 1998.
The largest component of net income, net interest income, increased by $456, or
5.3% over the first quarter of 1998. Total interest income for the quarter was
$16,280, an increase of $228, or 1.4%, over the same period in 1998, while
interest expense was $7,149, a decrease of $228, or 3.1%, over the same period
in 1998. The growth in net interest income was primarily the result of overall
balance sheet growth from the first quarter of 1999 especially impacted by the
purchase and subsequent growth of the $35.4 million aircraft loan portfolio late
in the second quarter of 1998. A change in the mix of the loan portfolio with
the growth of relatively higher yielding aircraft and commercial real estate
loans funded by a decline in lower yielding consumer installment and residential
mortgage portfolios also led to the improvement. Interest expense was reduced
between the two quarters through funding of balance sheet growth with lower cost
transaction based deposits, and the prepayment of relatively more expensive FHLB
advances. These prepayments were partially offset by the use FHLB advances for
the funding of the aircraft portfolio purchase.
The net interest margin for the first quarter of 1999 was 4.47%, versus 4.48%
for the same period in 1998, a reduction of one basis point. Within the Bank,
net interest margin increased by nine basis points. Yields on earning assets
declined by 31 basis points, due to the impact of the continued decline in
overall market rates on new volumes in the securities and loan portfolios as
well as increased competitive pressures pushing down yields in the commercial
and commercial real estate loan portfolios. These were partially offset by the
change in mix from consumer installment and residential mortgages to the higher
yielding aircraft loans. Also within the Bank, the cost of interest bearing
liabilities declined by 38 basis points. With declining market rates,
discretionary rates paid on interest bearing checking, passbook and statement
savings, and certificates of deposit were reduced several times. The cost of
Money Market Access which is tied
18
<PAGE> 21
UNB CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
-------------------------
to the 13-week Treasury Bill declined 53 basis points between the two periods.
Declining rates impacted the relative cost of short term borrowings, as well as
the FHLB borrowings used to fund the initial purchase of the aircraft portfolio.
The cost of FHLB advances also declined due to the prepayment of $11,538 in
relatively higher cost FHLB advances in December, 1998.
Non-interest income for the first quarter of 1999 was $6,682, an increase of
114.3% from the first quarter of 1998. All categories of non-interest income
except service charges on deposits showed improvement from the same period in
1998. Gains on sales of available for sale equity securities were $4,177 versus
$786 for the first quarter of 1998. The securities, found on the Parent Company
balance sheet, had experienced significant market appreciation which management
felt was prudent to recognize given the turbulence in the equity markets over
the last several quarters. The Trust Department recorded fee income of $1,099,
an increase of $107, or 10.8%, from the same period in 1998, and was the result
of an increase of 5.8% in the value of managed assets from $868.7 million at
March 31, 1998 to $919.3 million at March 31, 1999. Gains on sales of
residential mortgage loans of $291, an increase of $42 over the same quarter of
1998, were the result of continued refinancing activity due to the level of
current market driven mortgage rates and the Bank's aversion to the interest
rate risk associated in investing in fixed rate, long-term assets on the balance
sheet. Other operating income increased by $66, or 17.0%, with the most
significant impact from fees generated in United Banc Financial Services for the
brokering of non-conforming consumer and mortgage loan products. The positive
results in non-interest income were partially offset by a decrease in service
charges on deposits of $42, or 6.0%, from first quarter 1998, the results of
more deposit customers taking advantage of account features such as minimum
balances and multiple account relationships which cause fee waivers. Also the
increase in minimum balances for fee waivers on savings products has led to the
closing of smaller balances savings accounts, thus reducing fee income on
savings products.
Non-interest expense for the first quarter of $8,213, was an increase of 14.6%
over the same period in 1998. Salary, wages and benefits increased by $318, or
9.8%, due to annual merit increases for 1999; additions to staff in Trust,
aviation lending, new staff for the Wooster Wal*mart branch facility opened in
July, 1998 and a new loan brokerage office of United Banc Financial Services
opened in the first quarter of 1999; increased health care costs and
post-retirement health care. Occupancy expenses increased by 25.2% due to rent
and leasehold improvements on new facilities for the Wooster Wal*mart and the
Whipple and Green loan brokerage offices of United Banc Financial Services, both
opened after the first quarter of 1998. Also impacting occupancy was an increase
in real estate taxes, snow removal expenses and the buyout of the remaining
lease term of the Manchester branch which is scheduled to be closed in the
second quarter of 1999. Equipment expenses increased by $51, or 5.9%, from the
same period of 1998, the result of increased depreciation on office furniture
and equipment for the new facilities, and increased costs of mainframe and
outside computer software services. Other operating expenses increased by $591,
or 21.8% from the first quarter of 1998. With the previously mentioned gain on
sale of equity securities, the Corporation was afforded the opportunity to take
advantage of one time other operating expenditures in the areas of Year 2000
compliance, donations, asset & liability management consulting, sales training
for retail personnel and other efficiency and productivity enhancements.
Return on assets and return on equity for the first quarter of 1999 were 2.12%
and 25.49%, respectively, compared to 1.27% and 13.44%, respectively, for the
same
19
<PAGE> 22
UNB CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
-------------------------
period in 1998. The ability to improve net interest margin has proven difficult
given the current levels of market rates, increased competition for loans which
squeeze interest margins and returns in national equity markets which draw
balances from deposit accounts. Management continues to develop and implement
new sources of non-interest income to improve profitability and will continue
actions to leverage capital through the purchase of treasury stock in order to
maintain performance at acceptable profitability levels as measured by its
return on assets and equity.
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. After review of several
environmental assessments by the Bank and the petroleum company which were filed
with BUSTER, the agency agreed with the petroleum company's findings which
indicated that the levels of contaminants were such that immediate remediation
was not required. BUSTER determined that the findings indicated the
contamination will remediate itself over time and issued a one year extension on
any formal remediation plan. That extension expired in the third quarter of
1998. After the extension expired, the petroleum company had another 90 days to
file its remediation plan. In November, 1998, the Bank executed a purchase
agreement for the sale of the property. The contract outlined a due diligence
clause on behalf of the buyers to investigate the EPA, wetland and flood plane
analyses. The results of these studies would be made available to the Bank and
based on their outcome, the developer would have the opportunity to negate the
purchase contract. The analyses have been delayed by the petroleum company, with
no further progress since the end of 1998. During the first quarter of 1999, the
purchase contract expired and management is now working to execute another
agreement with the interested parties. Estimated cleanup costs, should they
become the responsibility of the Bank, are not material to the business or
financial condition of the Bank and have been set up as an allowance against the
property's value on the Corporation's consolidated balance sheet.
ALLOWANCE FOR LOAN LOSSES
- -------------------------
The provision for loan losses for the first quarter of 1999 was $730, an
increase of $39, or 5.6%, from the same period in 1998. The increase was due to
the growth in the aircraft loan portfolio balances from the initial $35.4
million purchased in June, 1998 to $80.9 million at March 31, 1999, an increase
of 128.5%. Although the Corporation continues to experience a declining trend in
charge-offs overall, with no historical loss experience on this relatively new
portfolio of loans, management feels it is appropriate to maintain the
Corporation's reserve-to-loans ratio at 1.73% compared to 1.66% at December 31,
1998 due to the increased risk profile of the loan portfolio. On a regular
basis, management reviews the amounts of provision for loan losses charged to
operating expense based on its evaluation of the loan portfolio's credit
quality, 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 first
quarter of 1999, were .02% versus .06% for the same quarter in 1998. Although
the Corporation's experience in net charge-offs has improved over the last year,
continued record levels of consumer debt and record bankruptcy filings
experienced
20
<PAGE> 23
UNB CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS(continued)
-------------------------
nationally causes management to remain cautious in its expectations for future
net-charge offs in its consumer installment portfolio. In addition, national
trends indicate increases in delinquencies in home equity products, whose
popularity and features have made them alternate sources of financing of
consumer purchases. Another factor which remains a concern of management is the
Year 2000 readiness of commercial customers and what impact that may have on
their ability to conduct business and in turn service their debt requirements.
Based on the above concerns, management expects to fund the provision at
budgeted levels of approximately $1.6 million through the remainder of 1999.
Impaired loans at March 31, 1999 were $727, an increase of $67 from December 31,
1998. Non-performing loans, which include non-accrual loans and loans past due
90 days or more, were $1,666 at March 31, 1999 compared to $1,487 at December
31, 1998, an increase of $179, or 12.0%. The ratio of non-performing loans to
total loans outstanding at March 31, 1999 was 0.24%, compared to 0.22% recorded
at year-end 1998. The ratio, while slightly increased, compares favorably to the
ratio for the Corporation's peers, all bank holding companies with consolidated
assets between $500 million and $1 billion, which stands at 0.78% at December
31, 1998, the most current data available.
CAPITAL RESOURCES
- -----------------
At March 31, 1999 shareholders' equity was $70,590, a reduction of $1,112, or
1.6%, from the balance at December 31, 1998. The ratio of equity-to-assets at
March 31, 1999 was 8.17% versus 8.25% at December 31, 1998. The decrease
reflects a greater decline in shareholders'equity than decline in assets. The
factors most responsible for the reduction in shareholders' equity were cash
dividends of $1,098 and net increases in treasury stock of $4,314. Also
responsible, to a smaller degree was the reduction in market value on investment
securities available for sale, net of deferred taxes of $222, brought about to a
great extent, by the sale during the quarter of equity securities with
significant market appreciation over cost. Reductions in shareholders' equity
were also aided by the use of treasury stock to fund the exercise of stock
options and the purchase of shares through the employee stock purchase plan,
plans which require the issuance of stock. These reductions were partially
offset by net income for the quarter of $4,522.
On August 13, 1998 the Board of Directors voted to temporarily suspend the
Dividend Reinvestment Plan, effective September 16, 1998. The Board felt that
capital was growing at a rate faster than could be utilized efficiently to
maximize future shareholder value. The Board of Directors has the option to
reinstate the plan should opportunities arise to efficiently use the capital
generated. Also on August 13, 1998, the Board of Directors approved the payment
of a 2 for 1 stock split payable on October 15, 1998 to shareholders of record
on October 1, 1998. The Board felt a split was advantageous at this time to
provide the stock with additional liquidity and to help sustain its past
performance levels.
On October 1, 1998, the Corporation held a special shareholders' meeting to have
shareholders vote on a proposed amendment to the Corporation's articles of
incorporation to increase the number of authorized shares of UNB Corp. common
stock. The additional authorized shares would be used for future stock splits,
stock dividends, possible acquisitions and other corporate purposes. The
adoption required the affirmative vote of the holders of 66-2/3% of the
outstanding shares
21
<PAGE> 24
UNB CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
-------------------------
of the Corporation. The proposed amendment was approved.
On October 15, 1998, the Board of Directors of UNB Corp. approved a shareholder
rights plan. Under the plan, a dividend of one common share purchase right for
each outstanding common share was declared. The dividend was payable on October
26, 1998 to the shareholders of record on that date. The shareholder rights
plan, allows UNB Corp. to issue "rights" to its shareholders (one right per
share) to purchase shares under certain circumstances. The plan is designed to
prevent an acquirer from exceeding a prescribed ownership level in the
Corporation. If the prescribed level is exceeded, the rights that were
previously issued to all shareholders to buy corporate shares at a specified
price become exercisable (that is, are triggered) and allow shareholders other
than the party that triggered the rights to purchase corporate shares at 50% of
market value. This dramatically dilutes the acquirer's ownership level and
voting power and makes it prohibitively expensive for the acquirer to complete
its acquisition of the Corporation.
The description and terms of the Rights are set forth in a Rights Agreement
dated as of October 15, 1998 between UNB Corp. and United National Bank & Trust
Company, as Rights Agent.
The rate of primary capital (shareholders' equity plus the allowance for loan
losses less intangible assets) to total adjusted assets was 12.41% at March 31,
1999. The risk-based capital ratio was 11.16%, while the Tier 1 capital and core
leverage ratios reached 9.90% and 7.52%, respectively, at March 31, 1999. 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 $0.10 per share for the quarter was a 17.6% increase over the
dividend paid in the first quarter, 1998, and represents 24.3% of the first
quarter's earnings.
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,
investment and mortgage-backed securities available for sale of $167,241
represent 19.4% of total assets at March 31, 1999. Of the investments available
for sale, $35,125 are held in U.S. Treasury and Agency securities, 57.1% of
which mature within one year. Approximately $102,300 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. In addition, for Year 2000 liquidity plans, contingency
borrowing facilities have been established at the Federal Reserve Bank and the
FHLB using consumer installment and residential mortgage loans as collateral.
Management focuses on the ratio of gross loans to deposits and FHLB Advance
borrowings in measuring and managing Corporate liquidity. This ratio was 93.7%
at March 31, 1999 compared to 92.4% at year-end 1998. The increase during the
first quarter reflects loan growth funded with liquidity from the cash flows and
22
<PAGE> 25
UNB CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (continued)
-------------------------
maturities in the securities portfolio.
The liquidity needs of the Holding Company, primarily cash dividends, security
purchases and vendor payments, are met through cash, short term investments and
dividends from the Bank.
INTEREST RATE SENSITIVITY
- -------------------------
A discussion of interest rate sensitivity is included in Item 3, Quantitative
and Qualitative Disclosures About Market Risk, found on page 25.
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 63.5% of total loans outstanding at March 31, 1999.
Residential mortgages, automobile, recreational vehicle and boat loans were the
four largest concentrations in the loan portfolio by loan type. Commercial,
aircraft and commercial real estate loans comprise the remaining 12.6%, 11.9%
and 12.0% of loans outstanding, respectively. The three largest industry
concentrations identified within the Bank's loan portfolio, offices and clinics
of medical doctors, non-residential building operators and colleges and
universities, have commitments outstanding which represent 56.7%, 29.8% and
24.4%, 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.
FORWARD LOOKING STATEMENTS
- --------------------------
Certain statements contained in this report that are not historical facts are
forward looking statements that are subject to certain risks and uncertainties.
When used herein, the terms "anticipates," "plans," "expects," "believes," and
similar expressions as they relate to UNB Corp. or its management are intended
to identify such forward looking statements. UNB Corp.'s actual results,
performance or achievements may materially differ from those expressed or
implied in the forward looking statements. Risks and uncertainties that could
cause or contribute to such material differences include, but are not limited
to, general economic conditions, interest rate environment, competitive
conditions in the financial services industry, changes in law, governmental
policies and regulations, and rapidly changing technology affecting financial
services.
23
<PAGE> 26
UNB CORP.
ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
(VALUATION RESERVES)
MARCH 31, 1999
(000's omitted)
<TABLE>
<CAPTION>
1999 1998
------- -------
<S> <C> <C>
Balance at January 1, $11,172 $ 9,650
Charge-Offs (Domestic):
Commercial, Financial, Agricultural -- 39
Real Estate - Commercial -- --
Real Estate - Residential -- 133
Aircraft -- N/A
Consumer Loans 369 559
------- -------
Total Charge-Offs 369 731
------- -------
Recoveries (Domestic):
Commercial, Financial, Agricultural 17 23
Real Estate - Commercial -- --
Real Estate - Residential -- 48
Aircraft -- N/A
Consumer Loans 206 274
------- -------
Total Recoveries 223 345
------- -------
Net Charge-Offs 146 386
------- -------
Provision for loan losses 730 691
Balance at March 31, $11,756 $ 9,955
======= =======
Ratio of net charge-offs during this
quarter to average loans outstanding this quarter 0.02% 0.06%
======= =======
Allowance as a percentage of total loans 1.73% 1.59%
======= =======
</TABLE>
24
<PAGE> 27
UNB CORP.
---------
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Corporation's primary market risk exposure is interest rate risk, which is
defined as the potential loss of income or capital as a result of changes in
interest rates. The differences in the cash flows and repricing characteristics
that occur in various assets and liabilities that are available in the banking
industry means that some level of interest rate risk will always be present, but
the Corporation has the responsibility to manage that risk to minimize the
negative impact on both the earnings and capital. Evaluating the Corporation's
exposure to changes in interest rates includes assessing both the management
process used to control interest rate risk and the calculated level of risk. The
Corporation maintains the appropriate policies, procedures, management
information systems and internal controls as required by the Joint Agency Policy
Statement on Risk. The Asset and Liability Management Committee meets regularly
to monitor the Corporation's exposure to interest rate risk and to assess
strategies to manage that risk.
The Corporation uses a number of methods to calculate and measure interest rate
risk. The asset/liability gap compares the dollar amounts of assets and
liabilities that will mature or reprice in a given time period to determine the
level and direction of interest rate sensitivity. The Corporation is considered
asset sensitive if more assets than liabilities mature or reprice in the
specified time frame and liability sensitive if more liabilities than assets
mature or reprice in that same period. Asset sensitivity, or a positive gap,
indicates that the Corporation's exposure is to falling rates, since more assets
than liabilities could reprice or require reinvestment at lower interest rates.
Liability sensitivity, or a negative gap, means that the Corporation's exposure
is to rising rates since more liabilities than assets could reprice at higher
rates.
The Corporation makes a number of assumptions when calculating its gap position.
The most significant assumption is the assignment of deposit balances without a
stated maturity date to specific time frames. Since these deposits are subject
to withdrawal on demand, and have rates that can be changed at any time, they
could be considered immediately repriceable and assigned to the shortest
maturity, resulting in a significant level of liability sensitivity. However,
actual practice indicates that balances are withdrawn and replaced over a much
longer time frame, and rates are modified less frequently and in smaller
increments than changes which occur in financial market rates. To compensate for
these extremes, the Corporation uses multiple deposit distribution assumptions
to provide a range of interest rate risk measurements that it uses as a guide
for managing various assets and liabilities. As of March 31, the Corporation's
modified twelve month cumulative gap was at 5.69% compared to 1.31% in the
previous period, indicating an asset sensitive position. As illustrated here,
one of the shortcomings of the gap analysis is that the use of a static balance
sheet results in a measure of interest rate risk at one specific point in time.
Another limitation is the implied assumption that assets and liabilities in the
same time period will reprice by the same magnitude.
Simulation analysis provides a more dynamic interpretation of the impact of
rates on the Corporation's forecasted income and net present value of assets,
liabilities and capital. The Corporation makes certain assumptions regarding the
level of interest rates, prepayments on assets with imbedded options including
loans and asset backed securities, and the behavior of deposits without
contractual maturity dates. These assumptions, in addition to actual rates and
maturity and repricing dates on loans, investments and deposits, are
25
<PAGE> 28
UNB CORP.
---------
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (continued)
----------------------------------------------------------
incorporated into a computer model which calculates forecasted net income and
discounts the projected cash flows of rate sensitive assets and liabilities to
determine the present value of the Corporation's capital. The model then applies
a predetermined immediate parallel increase or decrease in the level of interest
rates to forecast the impact on both net interest income and capital one year
forward. While this methodology provides a more comprehensive appraisal of
interest rate risk, it is not necessarily indicative of actual or expected
financial performance. Changes in interest rates that affect the entire yield
curve equally at a single point in time are not typical. The residential
mortgage prepayment assumptions are based on industry medians and could differ
from the Corporation's actual results due to non-financial prepayment incentives
and other local factors. The behavior of depositors is based on an analysis of
historical changes in balances and might not fully reflect current attitudes
toward other investment alternatives. Moreover, the model does not include any
interim changes in strategy the Corporation might instate in response to shifts
in interest rates.
At March 31, 1999, the Corporation's interest rate shock analysis forecasted an
increase in net interest income 1.47% in response to a decrease of 200 basis
points in market rates and a decrease in net interest income of 1.49% based on a
corresponding increase in market rates. The forecasted changes in the market
value of equity were 5.55% and -1.67% for the same period. The model results
indicate that the Corporation would benefit from a decrease in rates, subject to
the limitations and assumptions previously discussed.
Interest rate risk can be managed by using a variety of techniques, including
selling existing assets or repaying liabilities, pricing loans and deposits to
attract preferred maturities, developing alternative sources of funding or
structuring new products to hedge existing exposures. In addition to these
balance sheet strategies, the Corporation can also use derivative financial
instruments such as interest rate swaps, caps, and floors to minimize the
potential impact of adverse changes in interest rates.
The following table provides information about the Corporation's financial
instruments that are sensitive to changes in interest rates. The expected
maturity dates for residential mortgage loans and securities backed by or
indexed to residential mortgage loans were calculated by adjusting the
contractual maturity for prepayments corresponding to median industry data.
Installment loan prepayment speeds were based on historical experience. Deposit
accounts without contractual maturity dates were stratified by expected decay
rates according to historical analysis.
The Corporation has two pay-fixed amortizing interest rate swaps executed as
hedges against fixed rate mortgages held in the portfolio, one executed in 1993
and the other in 1998. The net cash flows and market values of the swaps move
inversely with those of the fixed rate loans in the portfolio, which reduces the
Corporation's exposure to changing interest rates. If rates rise, the
Corporation receives net cash flows from the swaps which compensates for the
opportunity loss of holding an asset with a below market yield. Alternatively,
the increase in the market value of the swaps would balance the loss on the
mortgage loans if the loans were sold. If rates fall, the net cash flows given
up are offset by the increased value of assets with an above market yield. The
gain that would be realized on the sale of the loans would counteract the loss
on the termination of the interest rate swaps. At the end of March, the swaps
had a combined net loss of $125 on outstanding notional principal of $19,697.
The following table provides information about the Company's financial
26
<PAGE> 29
UNB CORP.
---------
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (continued)
----------------------------------------------------------
instruments that are sensitive to changes in interest rates. The expected
maturity dates for residential mortgage loans and securities backed by or
indexed to residential mortgage loans were calculated by adjusting the
contractual maturity for prepayments corresponding to median industry data.
Installment loan prepayment speeds were based on historical experience. Deposit
accounts without contractual maturity dates were stratified by expected decay
rates according to historical analysis.
27
<PAGE> 30
UNB CORP.
QUANTITATIVE DISCLOSURE OF MARKET RISK
AS OF MARCH 31, 1999
<TABLE>
<CAPTION>
ONE YEAR TWO YEARS THREE YEARS FOUR YEARS
Balance Rate Balance Rate Balance Rate Balance Rate
===========================================================================
ASSETS
- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Short Term Investments 13,062 5.44%
Securities 21,134 6.10% 10,736 5.98% 3,551 6.21% 1,230 6.50%
Collateralized Mortgage Obligations 34,391 6.60% 17,882 6.39% 10,728 5.82% 5,581 5.42%
and Mortgage Backed Securities (1)
Fixed Rate Loans (2) (3) 91,812 8.50% 65,291 8.44% 46,902 8.30% 36,902 8.10%
Variable Rate Loans (4) (5) (6) 45,981 8.41% 61,304 8.70% 25,285 8.38% 21,183 8.40%
LIABILITIES
- -----------
Interest Bearing Demand & Savings (7) 37,039 2.93% 32,666 3.15% 29,275 3.37% 34,597 3.40%
Time Deposits 184,858 5.15% 77,991 5.44% 15,776 5.76% 12,050 5.73%
Repurchase Agreements 59,281 4.15%
Short Term Borrowings 936 5.50%
FHLB Advances 5,306 5.89% 3,513 6.14% 1,149 6.14% 30,330 5.95%
Capital Leases 49 8.15% 49 8.15% 49 8.15% 8 8.15%
OFF-BALANCE SHEET
- -----------------
Interest Rate Swap (8) 1,225 900
Average Pay Rate (Fixed) 2.88% 2.88%
Average Receive Rate (Variable) 5.00% 5.00%
Interest Rate Swap (9) 2,879 2,515 2,194 1,911
Average Pay Rate (Fixed) 5.86% 5.86% 5.86% 5.86%
Average Receive Rate (Variable) 5.00% 5.00% 5.00% 5.00%
</TABLE>
<TABLE>
<CAPTION>
FIVE YEARS MORE THAN 5 YEARS TOTAL FAIR
Balance Rate Balance Rate Balance Rate VALUE
==================================================================
ASSETS
- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Short Term Investments 13,062 5.46% 13,062
Securities 934 6.44% 14,308 5.83% 51,893 6.04% 51,893
Collateralized Mortgage Obligations 2,422 6.04% 5,761 5.49% 76,765 6.63% 76,789
and Mortgage Backed Securities (1)
Fixed Rate Loans (2) (3) 26,065 7.98% 140,655 8.33% 407,626 8.50% 398,666
Variable Rate Loans (4) (5) (6) 18,960 8.04% 102,207 8.38% 274,920 8.37% 270,955
LIABILITIES
- -----------
Interest Bearing Demand & Savings (7) 49,552 2.80% 112,476 1.84% 295,605 2.75% 264,938
Time Deposits 5,130 5.70% 3,263 5.29% 299,068 5.30% 300,471
Repurchase Agreements 59,281 4.15% 59,275
Short Term Borrowings 936 5.50% 936
FHLB Advances 350 6.25% 40,648 5.97% 41,549
Capital Leases 155 8.15% 175
OFF-BALANCE SHEET
- -----------------
Interest Rate Swap (8) 2,125 47
Average Pay Rate (Fixed)
Average Receive Rate (Variable)
Interest Rate Swap (9) 8,073 17,572 (172)
Average Pay Rate (Fixed) 5.86%
Average Receive Rate (Variable) 5.00%
</TABLE>
(1) Expected cash flows on Collateralized Mortgage Obligations and Mortgage
Backed Securities are revised monthly based on median estimates of
prepayment speeds developed by major broker dealers as published by
Bloomberg Financial Markets.
(2) For residential mortgage loans, prepayments are revised monthly based on
the median prepayment speeds developed by major broker dealers as
published by Bloomberg Financial Markets. The prepayment rates are
assigned based on the interest rate on the loan and the number of months
elapsed since the loan was originated.
(3) For installment loans, prepayments are revised monthly based on actual
historical cash flow and equate to approximately 12% to 24%.
(4) Substantially all of the variable rate commercial loans are repriced based
on the prime rate.
(5) Variable rate commercial real estate loans are based on prime or the three
year constant maturity treasury rate.
(6) Substantially all the variable rate residential mortgage loans reprice
based on the one year or three year constant maturity treasury rate
subject to various periodic and lifetime caps and floors.
(7) For deposits without contractual maturity dates, decay rates are
calculated annually by individual product type based on the current age of
the accounts.
(8) At quarter-end March, 1999, the notional principal amount of the interest
rate swap was $2,125 and the market value was $47. The notional amount
will amortize quarterly according to a predetermined schedule until its
maturity on 11/26/00. The Company pays a fixed rate of 2.88% and receives
a variable rate of three month LIBOR reset quarterly, which at quarter-end
was 5.00375%.
(9) At quarter-end March, 1999, the notional principal amount of the interest
rate swap was $17,572 and the market value was $(172). The notional amount
will amortize quarterly according to a predetermined schedule until its
maturity on 6/18/03. The Company pays a fixed rate of 5.86% and receives a
variable rate of three month LIBOR reset quarterly, which at quarter-end
was 5.00%.
28
<PAGE> 31
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 20, 1999, for the
purpose of electing four directors and to transact such other business as would
properly come before the meeting. Results of shareholder voting on these
individuals were as follows:
<TABLE>
<CAPTION>
ELECTION OF DIRECTORS
E. Lang D'Atri Robert L. Mang
-------------- --------------
<S> <C> <C>
For 9,457,083 9,450,571
Abstain 14,147 14,147
Against 64,887 71,398
Shares not
voted by Brokers -- --
Roger L. Mann Marc L. Schneider
------------- -----------------
For 9,461,483 9,458,761
Abstain 14,147 14,147
Against 60,487 63,208
Shares not
voted by Brokers -- --
</TABLE>
Item 5 - Other Information
- --------------------------
N/A
Item 6 - Exhibits and Reports on Form 8-K
- -----------------------------------------
<TABLE>
<CAPTION>
A. Exhibit
Number Exhibit
------ -------
<S> <C> <C>
10 Change of Control Agreement of Scott E. Dodds, dated January 4, 1999
27 Financial Data Schedule for quarter ended March 31, 1999(1)
</TABLE>
B. Reports - Form 8-K - No reports on Form 8-K were filed by the Registrant
during the first quarter of 1999.
(1)Filed only in electronic format pursuant to Item 601(b)(27) of Regulation
S-K.
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 May 14, 1999 /s/ James J. Pennetti
---------------------------- -----------------------------------
James J. Pennetti
(Duly authorized officer and
Treasurer, UNB Corp.)
29
<PAGE> 1
CHANGE OF CONTROL AGREEMENT
This is an Agreement (the "AGREEMENT") made by and between UNB Corp.
("Company") and Scott E. Dodds ("EXECUTIVE").
RECITALS
1) COMPANY is a bank holding company whose principal subsidiary is engaged
in the business of banking and businesses incidental thereto.
2) EXECUTIVE possesses unique skills, knowledge and experience relating to
the business of the COMPANY.
3) COMPANY desires to recognize the past and future services of EXECUTIVE,
and, in that connection, EXECUTIVE desires to be assured that, in the
event of a change in the control of COMPANY, EXECUTIVE will be provided
with an adequate severance payment for termination without cause or as
compensation for Executive's Severance because of a material change in
his duties and functions.
4) COMPANY desires to be assured of the objectivity of EXECUTIVE in
evaluating a potential change of control and advising whether or not a
potential change of control is in the best interest of the COMPANY and
its shareholders.
5) COMPANY desires to induce EXECUTIVE to remain in the employ of the
COMPANY (as hereinafter defined) following a change of control to provide
for continuity of management.
NOW, THEREFORE, in consideration of the premises and of their mutual
covenants expressed in this AGREEMENT, the parties hereto make the following
agreement, intending to be legally bound thereby:
SECTION 1 - DEFINITIONS.
A. EXCHANGE ACT - "Exchange Act" means The Securities Exchange Act of 1934.
B. CHANGE IN CONTROL - "Change in Control" shall result if:
1. Any person or group (as such terms are used on connection with
Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
"beneficial owner" (as defined in Rule 13(d)(3) and 13(d)(5) under
the Exchange Act), directly or indirectly, of securities of the
Company representing 30% or more of the combined voting power of
the Company's then outstanding securities; or
1
<PAGE> 2
2. Company is a party to a merger, consolidation, sale of assets or
other reorganization, or a proxy contest, as a consequence of
which members of the Board of Directors in office immediately
prior to such transaction or event constitute less than a majority
of the Board of Directors thereafter; or
3. During any period of 24 consecutive months, individuals who at the
beginning of such period constitute the Board of Directors cease
for any reason to constitute at least a majority of the Board of
Directors. Solely for purposes of this subparagraph, any new
director during such period shall be presumed to have been serving
at the beginning of such period if: (i) such new director's
nomination for election or appointment was approved by a vote of
at least one-half of the directors then still in office who were
directors at the beginning of such period, or (ii) such new
director was serving as a director of United National Bank & Trust
Co. at the beginning of such period.
Notwithstanding the foregoing, no Trust Department or designated
fiduciary or other trustee of such Trust Department of the Company or a
subsidiary of the Company, or other similar fiduciary capacity of the Company
with direct voting control of the stock shall be included or considered.
Further, no profit-sharing, employee stock ownership, employee stock purchase
and savings, employee pension, or other employee benefit plan of the Corporation
or any of its subsidiaries, and no Trustee of any such plan in its capacity as
such Trustee, shall be included or considered.
C. CODE - "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
D. COMPANY - "Company" shall include the United National Bank & Trust Co.
and any members of its Affiliated Group, over which Executive has
managerial control, as that term is defined in Section 1504 of the Code,
and shall include any predecessor corporations of the Company and its
Affiliated Group.
E. BOARD - "Board" shall mean the Board of Directors of the Company.
SECTION 2 - TERM OF AGREEMENT.
A. This Agreement shall be effective from the date of this Agreement until
the Agreement Termination Date, which is the earliest of:
1. The date this Agreement is mutually rescinded;
2
<PAGE> 3
2. The date prior to a Change in Control on which the Executive's
employment with the Company is terminated by death, retirement,
disability, resignation, or dismissal for any reason;
3. The date Executive is terminated for Good Cause (as hereinafter
defined in Section 2(C) after a Change in Control;
4. The date which is two (2) years after a Change in Control.
5. The date which the Company, the United National Bank & Trust Co.,
or any other member of its Affiliated Group, and over which
Executive has managerial control, which is a depository
institution which is insured by an agency of any state or the
United States Federal Government:
a. becomes insolvent; or
b. has appointed any conservator or receiver; or
c. is determined by an appropriate federal banking agency to be
in a troubled condition, as defined in the applicable law and
regulations governing the appropriate federal banking agency;
or
d. is assigned a composite rating of 4 or 5 by the appropriate
federal banking agency or is informed in writing by the
Federal Deposit Insurance Corporation that it is rated a 4 or
5 under the Uniform Financial Institution's Rating System of
the Federal Financial Institutions Examination Council; or
e. has initiated against it by the Federal Deposit Insurance
Corporation a proceeding to terminate or suspend deposit
insurance; or
f. reasonably determines in good faith and with due care that the
payments called for under this Agreement, or other obligations
and promises assumed and made under this Agreement have become
proscribed under applicable law or regulations. Provided,
however, if such law or regulations apply prospectively only,
or for some other reason do not apply to this Agreement, then
this Agreement shall not be deemed by Company to be proscribed
under this Subsection (f).
B. This Agreement shall not change, alter or amend any rights which either
Company or Executive may have in respect of the termination of the
employment of Executive by Company prior to a Change in Control. Nothing
contained in this Agreement shall be construed to create any additional
right or obligation of
3
<PAGE> 4
Executive to be employed by Company. If the employment of Executive by
Company is terminated by Company or by Executive, for any reason
whatsoever, prior to a Change in Control, Executive and Company shall
have only such rights and obligations in respect of such termination as
either of them would have had if this Agreement had not been effected.
C. For purposes of this Agreement, the employment of Executive by Company
shall be deemed to have been terminated for good cause only if such
employment is terminated by Company by reason of Executive's dishonest
conduct materially detrimental to Company, conviction of a felony, or
willful or material violation of any of the obligations imposed upon
Executive under this Agreement.
SECTION 3 - REDUCTION IN COMPENSATION PROSCRIBED AFTER A CHANGE IN CONTROL.
During the term of this Agreement as defined by Section 2 and after the date of
a Change in Control, Executive shall receive as compensation, while still
employed by Company, a salary at a rate no less than that in effect as of the
Change in Control, and shall, in addition, be entitled to receive a bonus equal
to at least the average of the last three years bonuses paid. In addition,
during such period, the Company shall pay and provide for Executive at no cost
to Executive, all of his then-current fringe benefits, including but not limited
to health, disability, dental, life insurance, club memberships, etc., all of
which shall be at levels and amounts no less favorable than levels and amounts
in effect as of the Change in Control.
SECTION 4 - PAYMENT UPON TERMINATION OF EMPLOYMENT AFTER A CHANGE IN CONTROL.
A. If during the term of this Agreement as defined by Section 2 and after
the date of a Change in Control, Executive is discharged without good
cause or Executive resigns because he has: (i) been demoted, (ii) had his
compensation materially reduced, (iii) had his principal place of
employment transferred away from Stark County or a county contiguous
thereto, or (iv) had his job title, status or responsibility materially
reduced, then the Company shall make the payments to Executive set forth
in subsection D of this Section 4.
B. If Executive voluntarily terminates employment not earlier than six (6)
months and not later than nine (9) months following a Change in Control,
then the Company shall make the payments to Executive set forth in
subsection D of this Section 4.
C. If Executive is discharged by Company other than for good cause and there
is a Change of Control within two years of the discharge, then the
Company shall make the payments to Executive set forth in subsection D of
this Section 4.
4
<PAGE> 5
D. In the event of the termination of the Executive's employment as
described in Subsections A, B, or C above, Executive shall be entitled to
receive either: (i) a lump sum cash payment equal to two (2) years of
Compensation (as defined in Subsection E below), or upon Executive's
election, (ii) two (2) years of Compensation payable in equal monthly
payments, in cash, without interest. For such election to be effective,
it must be made in writing and delivered to the Company in accordance
with Section 10, prior to the Change in Control. The lump sum cash
payment or the first monthly cash payment, as the case may be, shall be
paid at the end of the first month commencing after the Executive's
termination of employment in the case of a benefit entitlement under
Subsection A, B or C above, and in the event of the election by Executive
to receive monthly payments, shall continue each consecutive month
thereafter until 24 payments have been made. If Executive's employment is
terminated as described in Subsection A or Subsection B above, then in
addition to the above cash payment(s), Company shall continue at no cost
to Executive for the term of the Benefit Period as defined below,
Executive's coverage in Company's health, disability, dental, life
insurance, and club memberships at the same levels that had been provided
immediately prior to his termination of employment. The Benefit Period
shall commence on the date of termination of the Executive's employment
and shall end on the earlier of:
1. The last day of the 24th consecutive whole month thereafter, or
2. The termination date of this Agreement as defined in Section 2(A).
In the event Executive dies after benefits have commenced but before the
end of the benefit period, then the remaining payments shall be paid to
the person or persons as stated in the last designation of beneficiary
concerning this Agreement signed by Executive and filed with the Company,
and if not, then to the personal representative of Executive.
E. As used herein, "Compensation" shall mean the sum of employee base salary
plus any bonuses for the last whole calendar year preceding Executive's
termination of employment. Compensation shall not include any amount,
other than base salary and bonuses, included in Executive's taxable
compensation for federal income tax purposes and reported to Executive
and Internal Revenue Service ("IRS") such as the reporting of previously
deferred compensation or gain realized upon exercise of any nonqualified
stock options. In the event the payments required under this Agreement
together with the other benefits provided for hereunder would be deemed
by the IRS to result in an "Excess Parachute Payment," as that term is
defined in Section 280G of the Code, then the amount of the lump sum
payment shall be reduced, or in the event of the election by the
Executive to receive monthly payments, the monthly cash payments shall be
reduced, to the highest amount which will not result in the total of all
benefits provided for hereunder being
5
<PAGE> 6
deemed by the IRS to result in a "Excess Parachute Payment," as that term
is defined in Section 280G of the Code, rounded down to the nearest even
$10 multiple.
SECTION 5 - QUALIFIED AND NONQUALIFIED RETIREMENT PENSION PLANS.
A. Nothing in this Agreement, including this Section 5, shall reduce any
benefits from nonqualified retirement plans maintained by Company to
which Executive is otherwise entitled without regard to this Agreement.
The Company shall take such actions as necessary in order to amend any
and all nonqualified retirement plans of the Company, or of any of its
subsidiaries, in order to provide for the inclusion of payments made to
Executive under the terms of this Agreement within the definition of
compensation for all such plans and to provide for the inclusion of the
Benefit Period within the computation of any and all years of service
and/or age requirements for the computation of the amount of, or vesting
of, benefits under the Company's nonqualified retirement plans.
B. In addition, Executive shall receive additional compensation in an amount
equal to one-hundred and fifty percent (150%) of the difference between
the lump-sum value of benefits provided under the United National Bank &
Trust Company Pension Plan and Trust ("Pension Plan"), as of the date of
termination of employment, and the lump-sum value of the benefits that
would have been provided if the Pension Plan provided for the inclusion
of payments made to Executive under the terms of this Agreement
(excluding additional compensation described in this Subsection B) within
the definition of compensation for the Pension Plan and provided for the
inclusion of the Benefit Period within the computation of the lump-sum
value of benefits provided under the Pension Plan.
C. The lump-sum value of benefits provided under the Pension Plan described
in Subsection B will be calculated by the Pension Plan's actuary, as if
the lump-sum amount is payable as of the date of the Executive's
termination of employment.
D. The additional compensation described in Subsection B will be paid in a
lump-sum within 10 days of the Executive's termination of employment. The
additional compensation received will not increase or decrease any other
benefits payable under this Agreement or any other nonqualified
retirement benefit.
SECTION 6 - PROVISION FOR OUT PLACEMENT SERVICES.
In the event of the termination of employment of Executive pursuant to Section 4
of this Agreement, Executive shall be entitled to one year of Out placement
services following termination of employment. Such services shall include
employment counseling, resume services, executive placement services and similar
services generally provided
6
<PAGE> 7
to executives by professional executive Out placement services providers. All
costs of such Out placement services shall be paid for by the Company.
SECTION 7 - ARBITRATION.
The parties hereto agree to arbitrate any issue, misunderstanding, disagreement
or dispute in connection with the terms in effect in this Agreement in
accordance with the Rules of the American Arbitration Association, before one
arbitrator mutually agreeable to the parties hereto. If after two weeks,
Executive determines that Company and Executive have been unable to agree upon
one arbitrator, then Executive may appoint one arbitrator and require Company to
appoint a second arbitrator. Whereupon, the two appointed arbitrators shall
appoint a third arbitrator mutually agreeable to them. The arbitration shall
occur in Canton, Ohio, or such other place as mutually agreed upon. Any and all
costs associated with Executive's enforcement of the provisions of this
Agreement through arbitration as provided herein shall be borne by the Company.
The Company shall bear such expenses regardless of the nature of the dispute or
the outcome of such dispute. Such costs include, but are not limited to,
attorneys' fees, arbitration fees and costs, and expenses of settlement.
SECTION 8 - RIGHT TO OTHER BENEFITS.
Nothing in this Agreement shall abridge, eliminate, or cause Executive to lose
Executive's right or entitlement to any other Company benefit to which Executive
may be entitled due to his status as an employee under any plan or policy of
Company on such terms and conditions as are required of any employee under any
plan or policy of Company. Further, nothing in this Agreement shall create in
Executive any greater rights or entitlements, except as specified in this
Agreement. The plans and policies referred to in this Section 8 include, but are
not limited to, life insurance plans, dental, disability, or health insurance
benefits, severance policies, club memberships, and accrued vacation pay.
SECTION 9 - PROTECTION OF BUSINESS.
Notwithstanding anything to the contrary contained elsewhere in this Agreement:
A. Executive will not at any time (during or after employment with Company)
divulge, disclose, reveal or communicate to any person, firm,
corporation, partnership, joint venture or other entity, directly or
indirectly, any trade secrets or other information which Executive may
have obtained during the course of his employment by Company in respect
of any matters affecting or relating to the banking business of Company
including, without limitation, any of its plans, policies, business
practices, finances, methods of operation or other information known to
Executive to be historically considered by Company to be confidential
information.
7
<PAGE> 8
B. In addition to any action for damages, the restrictions imposed upon
Executive under this Section 9 may be enforced by the Company by an
action for an injunction and it is hereby agreed that (in view of the
general practical difficulty of determining by computation or legal proof
the exact amount of damages, if any, resulting to Company from a
violation by Executive of the provisions of this Section 9) there would
be no adequate remedy at law for any breach by Executive of any such
restriction.
C. The obligations imposed upon Executive by this Section 9 shall survive
the termination of this Agreement pursuant to Section 2 hereof.
SECTION 10 - NOTICES AND PAYMENTS.
All payments required or permitted to be made under the provisions of this
Agreement, and all notices and other communications required or permitted to be
given or delivered under this Agreement to Company or to Executive, which
notices or communications must be in writing, shall be deemed to have been given
if delivered by hand, or mailed by first-class mail, addressed as follows:
A. If to Company:
UNB Corp.
c/o United National Bank & Trust Co.
220 Market Avenue South
P. O. Box 24190
Canton, OH 44701
B. If to Executive:
Scott E. Dodds
c/o United National Bank & Trust Co.
220 Market Avenue South
P. O. Box 24190
Canton, OH 44701
Company or Executive may, by notice given to the other from time to time and at
any time, designate a different address for making payments required to be made,
and for the giving of notices or other communications required or permitted to
be given, to the party designating such new address.
8
<PAGE> 9
SECTION 11 - PAYROLL TAXES.
Any payment required or permitted to be made or given to Executive under this
Agreement shall be subject to the withholding and other requirements of
applicable laws, and to the deduction requirements of any benefit plan
maintained by Company in which Executive is a participant, and to all reporting,
filing and other requirements in respect of such payments, and Company shall use
its best efforts promptly to satisfy all such requirements.
SECTION 12 - GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the laws of
the State of Ohio.
SECTION 13 - DUPLICATE ORIGINALS.
This Agreement may be executed in one or more counterparts, each of which shall
be deemed to be a duplicate original, but all of which, taken together, shall
constitute a single instrument.
SECTION 14 - CAPTIONS.
The captions contained in this Agreement are included only for convenience of
reference and do not define, limit, explain or modify this Agreement or its
interpretations, construction or meaning and are in no way to be construed as a
part of this Agreement.
SECTION 15 - SEVERABILITY.
If any provision of this Agreement or the application of any provision to any
person or any circumstances shall be determined to be invalid or unenforceable,
such provision or portion thereof shall nevertheless be effective and
enforceable to the extent determined reasonable. Such determination shall not
affect any other provision of this Agreement or the application of said
provision to any other person or circumstance, all of which other provisions
shall remain in full force and effect, and it is the intention of Company and
Executive that if any provision of this Agreement is susceptible of two or more
constructions, one of which would render the provision enforceable and the other
or others of which would render the provisions unenforceable, then the
provisions shall have the meaning which renders it enforceable.
9
<PAGE> 10
SECTION 16 - NUMBER AND GENDER.
When used in this Agreement, the number and gender of each pronoun shall be
construed to be such number and gender as the context, circumstances or its
antecedent may require.
SECTION 17 - SUCCESSOR AND ASSIGNS.
This Agreement shall inure to the benefit of and be binding upon the successors
and assigns (including successive, as well as immediate, successors and assigns)
of Company; provided, however, that Company may not assign this Agreement or any
of its rights or obligations hereunder to any party other than a corporation
which succeeds to substantially all of the business and assets of Company by
merger, consolidation, sale of assets or otherwise. This Agreement shall inure
to the benefit of and be binding upon the successor and assigns (including
successive, as well as immediate, successors and assigns) of Executive;
provided, however, that the right of Executive under this Agreement may be
assigned only to his personal representative or trustee or by will or pursuant
to applicable laws of descent and distribution.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on and to be effective on January 4, 1999
In the Presence of:
/s/ Sandi K. Bennett /s/ Scott E. Dodds
- -------------------- -------------------------
Scott E. Dodds, Executive
/s/ Roger L. Mann
- --------------------
In the Presence of:
(as to both signatures)
/s/ Sandi K. Bennett /s/ Donald W. Schneider
- -------------------- -------------------------
Donald W. Schneider, Chairman
/s/ Roger L. Mann /s/ Robert M. Sweeney
- -------------------- -------------------------
Robert M. Sweeney, Secretary
10
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