FIRST UNITED BANCORPORATION /SC/
10-Q, 1996-08-12
NATIONAL COMMERCIAL BANKS
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                         For Quarter Ended June 30, 1996

                         Commission File Number 0-17565


                           FIRST UNITED BANCORPORATION
             (Exact name of registrant as specified in its charter)


      South Carolina                                        57-0850174
(State or other jurisdiction                             (I. R. S. Employer
of incorporation)                                        Identification No.)



                              304 North Main Street
                         Anderson, South Carolina 29621
                         (Address of principal executive
                          offices, including zip code)

                                 (864) 224-1112
              (Registrant's telephone number, including area code)


               --------------------------------------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past ninety (90) days.

                               YES [X]    NO  [ ]

The number of shares outstanding of each of registrant's classes of common stock
as of June 30, 1996:

                2,333,093 shares of common stock, $1.67 Par Value











<PAGE>


                               TABLE OF CONTENTS



                                                                            PAGE

PART I ITEM 1  FINANCIAL INFORMATION

       Consolidated Balance Sheets ......................................... 3
              June 30, 1996 (unaudited) and
              December 31, 1995

       Consolidated Statements of Income ................................... 4
              Three months ended June 30, 1996
              and 1995 (unaudited)

       Consolidated Statements of Income ................................... 5
              Six Months ended June 30, 1996
              and 1995 (unaudited)

       Consolidated Statement of Changes in
       Shareholders' Equity ................................................ 6
              Six months ended June 30, 1996 (unaudited)
              and year ended December 31, 1995

       Consolidated Statement of Cash Flows
              Six months ended June 30, 1996 and ........................... 7
              1995(unaudited)

       Notes to Consolidated Financial Statements .......................... 8
              (unaudited)


PART I ITEM 2  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS .............................. 9



PART II  OTHER INFORMATION ................................................ 23


SIGNATURES ................................................................ 24


                                         Page 2
<PAGE>

                           FIRST UNITED BANCORPORATION
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                 June 30,             December 31,
                                                                   1996                   1995
                                                               ------------           ------------
                                                                         (In thousands)

ASSETS:
<S>                                                                <C>                     <C>   
  Cash and due from banks                                          $  6,651                $  6,353
  Federal funds sold                                                 12,540                   5,100
  Investment securities:
    Held to maturity (Market value of $8,443                          8,344                   9,481
       and $9,668)
    Available for sale (Cost of $23,955 and $19,134)                 23,668                  19,032

  Total loans                                                       170,852                 147,994
  Less: Allowance for loan losses                                    (2,622)                 (2,320)
                                                                   --------                --------
                         Net loans                                  168,230                 145,674

  Premises, furniture and equipment (net)                             6,574                   5,588
  Other real estate owned                                                74                      74
  Other assets                                                        3,614                   3,112
                                                                   --------                --------
      TOTAL ASSETS                                                 $229,695                $194,414
                                                                   ========                ========

LIABILITIES:
  Demand deposits                                                  $ 22,666                $ 20,949
  NOW accounts                                                       25,373                  24,710
  Savings and money market deposits                                  29,399                  25,420
  Time deposits, $100,000 and over                                   30,719                  23,855
  Other time deposits                                                79,746                  65,447
                                                                   --------                --------
      TOTAL DEPOSITS                                                187,903                 160,381
                                                                   --------                --------

  Securities sold under repurchase agreements                         4,174                   3,096
  Federal Home Loan Bank Advances                                     5,870                   2,910
  Other borrowed funds                                               12,240                   9,470
  Obligation under capital lease                                          6                      21
  Other liabilities                                                   2,278                   2,129
                                                                   --------                --------
      TOTAL LIABILITIES                                             212,471                 178,007
                                                                   --------                --------

SHAREHOLDERS' EQUITY:
  Common stock ($1.67 par value,                                      3,890                   3,859
     15,000,000 shares authorized; 2,449,511
     and 2,431,300 shares issued and
     outstanding, respectively)
  Paid-in capital                                                    11,334                  11,269
  Retained earnings                                                   2,181                   1,343
  Unrealized gain (loss) on securities available                       (181)                    (64)
     for sale, net of income taxes
                                                                   --------                --------
TOTAL SHAREHOLDERS' EQUITY                                           17,224                  16,407
                                                                   --------                --------
TOTAL LIABILITIES AND  SHAREHOLDERS' EQUITY                        $229,695                $194,414
                                                                   ========                ========

</TABLE>


                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                     Page 3


<PAGE>


                           FIRST UNITED BANCORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                    THREE MONTHS ENDED
                                                             June 30,              June 30,
                                                               1996                  1995
                                                           ------------          ------------
                                                           (In thousands except per share data)
INTEREST INCOME:
<S>                                                          <C>                     <C>   
  Loans                                                      $5,257                  $4,225
  Federal funds sold                                            175                      39
  Taxable investment securities                                 383                     400
  Non-taxable investment securities                              62                      63
  Interest bearing accounts                                       3                       -
                                                             ------                  ------
  Total interest income                                       5,880                   4,727
                                                             ------                  ------
INTEREST EXPENSE:
  Interest on deposits                                        1,889                   1,397
  Interest on securities sold under                              41                      43
     repurchase agreements
  Interest on other borrowed funds                              283                     236
                                                             ------                  ------
  Total interest expense                                      2,213                   1,676
                                                             ------                  ------

  Net interest income                                         3,667                   3,051
  Provision for loan losses                                     464                     139
                                                             ------                  ------
  Net interest income after provision for                     3,203                   2,912
     loan losses
                                                             ------                   -----
OTHER INCOME:
  Service fees                                                  217                     200
  Other income                                                  282                     236
                                                             ------                  ------
  Total other income                                            499                     436
                                                             ------                  ------
OTHER EXPENSES:
  Salaries, wages and benefits                                1,637                   1,412
  Occupancy expenses                                            182                     153
  Furniture and equipment expenses                              133                     153
  Other operating expenses                                    1,031                     693
                                                             ------                  ------
  Total other expenses                                        2,983                   2,411
                                                             ------                  ------                         

Income before income taxes                                      719                     937
Provision for income taxes                                      250                     333
                                                             ------                  ------

NET INCOME                                                   $  469                  $  604
                                                             ======                  ======

PER SHARE DATA:
  Primary                                                     $0.18                   $0.24
  Fully diluted                                               $0.18                   $0.23

AVERAGE COMMON SHARES OUTSTANDING:
  Primary                                                     2,583                   2,566
  Fully diluted                                               2,583                   2,576

  Cash dividends                                              $0.03                   $0.03

</TABLE>

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                     Page 4

<PAGE>

                           FIRST UNITED BANCORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                     SIX MONTHS ENDED
                                                             June 30,              June 30,
                                                               1996                  1995
                                                           ------------          ------------
                                                           (In thousands except per share data)
INTEREST INCOME:
<S>                                                           <C>                      <C>   
  Loans                                                       $10,160                  $8,200
  Federal funds sold                                              250                     108
  Taxable investment securities                                   735                     794
  Non-taxable investment securities                               126                     129
  Interest bearing accounts                                         3                       -
                                                              -------                  ------
  Total interest income                                        11,274                   9,231
                                                              -------                  ------
INTEREST EXPENSE:
  Interest on deposits                                          3,614                   2,616
  Interest on securities sold under                                81                      88
     repurchase agreements
  Interest on other borrowed funds                                546                     470
                                                              -------                  ------
  Total interest expense                                        4,241                   3,174
                                                              -------                  ------

  Net interest income                                           7,033                   6,057
  Provision for loan losses                                       785                     211
                                                              -------                  ------
  Net interest income after provision for loan                  6,248                   5,846
     losses
                                                              -------                  ------
OTHER INCOME:
  Service fees                                                    425                     385
  Other income                                                    575                     422
                                                              -------                  ------
  Total other income                                            1,000                     807
                                                              -------                  ------
OTHER EXPENSES:
  Salaries, wages and benefits                                  3,371                   2,763
  Occupancy expenses                                              355                     316
  Furniture and equipment expenses                                259                     321
  Other operating expenses                                      1,778                   1,429
                                                              -------                  ------
  Total other expenses                                          5,763                   4,829
                                                              -------                  ------

Income before income taxes                                      1,485                   1,824
Provision for income taxes                                        507                     644
                                                              -------                  ------      

NET INCOME                                                    $   978                  $1,180
                                                              =======                  ======

PER SHARE DATA:
  Primary                                                       $0.38                   $0.47
  Fully diluted                                                 $0.38                   $0.46

AVERAGE COMMON SHARES OUTSTANDING:
  Primary                                                       2,589                   2,536
  Fully diluted                                                 2,589                   2,553

  Cash dividends                                                $0.06                   $0.06

</TABLE>


                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                     Page 5

<PAGE>

                           FIRST UNITED BANCORPORATION
                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
               FOR YEAR ENDED DECEMBER 31, 1995 AND THE SIX MONTHS
                               ENDED June 30,1996

                                   (Unaudited)

                                 (In thousands)

<TABLE>
<CAPTION>

                         NUMBER OF        COMMON     PAID-IN      RETAINED       UNREALIZED       SHARE-HOLDERS'
                           SHARES         STOCK      CAPITAL      EARNINGS        NET GAIN            EQUITY
                        OUTSTANDING                                              (LOSS) ON
                                                                                 SECURITIES
                                                                                 AVAILABLE
                                                                                  FOR SALE
                        -----------       ------     -------      --------       ----------        ------------

<S>                          <C>         <C>         <C>          <C>                <C>             <C>                 
Balance at       
December 31, 1994            2,083       $3,471      $ 8,309       $2,452            $ (641)         $13,591
Issuance of                    104          174        1,194       (1,371)                -               (3)
104,155 shares of
common stock
relating to 5%
stock dividend

Issuance of                    110          184         1698       (1,887)                -               (5)
110,201 shares of
common stock
relating to 5%
stock dividend

Cash dividends                   -            -            -         (264)                -             (264)
declared

Employee stock                  18           30           68            -                 -               98
options exercised

Net income                       -            -            -        2,413                 -            2,413

Change in                        -            -            -            -               577              577
unrealized net
gain/loss on
securities
available for sale
                             -----       ------      -------       ------            ------          -------  

Balance at                   2,315        3,859       11,269        1,343               (64)          16,407
December 31, 1995

Cash dividends                   -            -            -         (140)                -             (140)
declared

Employee stock                  18           31           65            -                 -               96
options exercised

Net income                       -            -            -          978                 -              978

Changed in                       -            -            -            -              (117)            (117)
unrealized net
gain/loss on
securities
available for sale
                             -----       ------      -------      -------            ------          -------
Balance at June              2,333       $3,890      $11,334      $ 2,181            $ (181)         $17,224
30, 1996 
                             =====       ======      =======      =======            ======          =======


</TABLE>
                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                     Page 6

<PAGE>

                           FIRST UNITED BANCORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                                 SIX MONTHS ENDED
                                                                      June 30,               June 30,
                                                                        1996                   1995
                                                                    ------------           ------------
                                                                               (In thousands)

Cash flows from operating activities :
<S>                                                                    <C>                     <C>   
  Net income                                                           $    978                $  1,180
  Adjustments needed to reconcile net income to
  net cash used by operating activities :
    Provision for loan losses                                               785                     211
    Depreciation and amortization                                           316                     348
    Increase in other assets                                               (492)                   (235)
    Increase in other liabilities                                           182                     177
                                                                       --------                --------
     Net cash provided by operating activities                            1,769                   1,681
                                                                       --------                --------

Cash flows from investing activities :
  Purchases of investment securities held to maturity                      (100)                   (139)
  Proceeds from maturities of investment securities held                  1,237                     747
     to maturity
  Purchase of investment securities available for sale                   (8,064)                 (1,216)
  Proceeds from sale of investment securities available                   3,243                   2,678  
     for sale
  Proceeds from maturities of investment                                      -                     896
     securities available for sale
  Net increase in loans                                                 (23,374)                (14,996)
  Net additions to premises and equipment                                (1,244)                 (1,517)
                                                                       --------                --------
     Net cash used by investing activities                              (28,302)                (13,547)
                                                                       --------                --------

Cash flows from financing activities :
  Net increase in deposits                                               27,522                   8,423
  Proceeds from other borrowed funds                                     19,360                  22,145
  Principal repayment of other borrowed funds                           (13,645)                (19,820)
  Net increase (decrease) in securities sold under                        1,078                    (176)
     repurchase agreements
  Proceeds from issuance of common stock                                     96                      39
  Cash dividends                                                           (140)                   (132)
                                                                       --------                --------
     Net cash provided by financing activities                           34,271                  10,479
                                                                      ---------                --------
Net increase in cash and cash equivalents                                 7,738                  (1,387)

Cash and cash equivalents, beginning of period                           11,453                   9,166
                                                                       --------                --------
Cash and cash equivalents, end of period                               $ 19,191                $  7,779
                                                                       ========                ========
</TABLE>


                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                     PAGE 7

<PAGE>


                  FIRST UNITED BANCORPORATION AND SUBSIDIARIES

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS


(1) BASIS OF PRESENTATION

     The interim consolidated financial statements include the accounts of First
United  Bancorporation  (the "Company") and its four wholly owned  subsidiaries;
Anderson  National  Bank,  Spartanburg  National  Bank,  The  Community  Bank of
Greenville, National Association and Quick Credit Corporation.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     A summary of the Company's  significant  accounting policies is included in
the 1995 Annual Report to Shareholders.

(3) COMMON STOCK, EARNINGS PER SHARE, AND STOCK DIVIDENDS

     On May 2, 1995,  October 22, 1995 and June 17, 1996 the Company's  Board of
Directors declared five percent stock dividends. Accordingly, outstanding shares
of common stock were increased and a transfer representing the fair market value
of additional  shares issued was made from retained  earnings to common stock at
par value,  cash for payment of fractional  shares and the balance to additional
paid-in-capital.  Per share  data for the 1995  periods  have been  restated  to
reflect  these  dividends  as if they had  occurred  prior  to the 1995  periods
presented.

     During the period ended June 30, 1996,  the Company issued 18,790 shares of
its common stock at an average price of $5.06 per share in  connection  with the
exercise of stock options under its employee stock option plans.

     The Company  calculates its earnings per share by dividing net earnings for
the periods  presented by the weighted  average  equivalent  shares  outstanding
using the treasury stock method. Common stock equivalents include options issued
under the Company's Employee Stock Option Plans. These options were dilutive for
the periods presented.

(4) MANAGEMENT'S OPINION

     In  the  opinion  of  management,  the  accompanying  interim  consolidated
financial  statements  reflect all  adjustments,  consisting of normal recurring
accruals,  necessary for a fair  presentation  of the financial  position of the
Company and  itssubsidiaries  at June 30, 1996, the results of their operati for
the  quarters  and six month  periods  ended  June 30,  1996 and  1995,  and the
statements of their cash flows for the six month periods ended June 30, 1996 and
1995.



                                     Page 8

<PAGE>

                                     PART I
                                     ITEM 2


           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


                  DISCUSSION OF CHANGES IN FINANCIAL CONDITION

     Total assets  increased  $35,281,000,  or 18.2%,  from December 31, 1995 to
$229,695,000 at June 30, 1996.

     Total loans, the largest single category of assets,  increased $22,858,000,
or 15.5%,  to  $170,852,000  at June,  1996,  as a result of an  increase in the
amount of  outstanding  loans at the Company's  three bank  subsidiaries.  Total
loans  outstanding  at June 30, 1996 for  Spartanburg  National Bank amounted to
$81,118,000,  a $7,429,000,  or 10.1% increase, over the $73,689,000 reported at
December 31, 1995.  Total  outstanding  loans,  net of  inter-company  loans, at
Anderson National Bank at June 30, 1996 amounted to $75,241,000,  an increase of
$12,107,000, or 19.2%, over total outstanding loans, net of inter-company loans,
of $63,134,000 at December 31, 1995. The Community Bank of Greenville,  National
Association  ("The Community Bank of Greenville"),  which officially  opened for
business on April 17, 1996, reported outstanding loans of $4,974,000 at June 30,
1996.

     While the Company's bank subsidiaries  experienced  significant loan growth
during the first six months of 1996, the Company's consumer finance  subsidiary,
Quick  Credit  Corporation,  experienced  a  decrease  in  outstanding  loans of
$1,652,000,  or 14.7%. Total loans outstanding at June 30, 1996 for Quick Credit
Corporation amounted to $9,519,000 compared to $11,171,000 at December 31, 1995.
The decrease in Quick Credit  Corporation's  outstanding  loans  resulted from a
seasonal  decrease and an increase in the number of loans charged off during the
period.

     Premises,  furniture and equipment increased $986,000, or 17.6%, during the
period  ended June 30,  1996.  This  increase is  attributable  to building  and
equipment  costs  associated  with the  Company's  newest bank  subsidiary,  The
Community Bank of Greenville,  which officially opened for business on April 17,
1996,  and to  year-to-date  construction  costs  associated  with a new  branch
facility for Spartanburg National Bank.

     The  Company's  securities  portfolios,  collectively,  at amortized  cost,
increased  $3,684,000,  or  11.4%,  from  year-end  1995  levels  as a result of
securities  purchased,  largely by The Community Bank of Greenville,  during the
six-month  period  ended  June  30,  1996.  Cash and due  from  banks  increased
$771,000,  or 12.1%,  to $7,124,000 at June 30, 1996 as a result of  uncollected
funds in correspondent bank accounts at quarter end. The amount of Federal funds
sold at June 30, 1996 was $7,440,000 higher than the


                                     Page 9

<PAGE>


amount sold at  December  31,  1995  largely as a result of amounts  sold by The
Community Bank of Greenville.

     Other real estate  owned  amounted to $74,000 at June 30, 1996 and December
31, 1995,  respectively.  Management continues to pursue liquidation of this one
piece of property.

     Other assets increased $502,000, or 16.1%, during the period ended June 30,
1996  largely  as  a  result  of  increases  in  tax  benefits  associated  with
year-to-date losses attributable to The Community Bank of Greenville,  and to an
increase  in  interest  receivable  on loans  resulting  from a  larger  base of
outstanding loans at June 30, 1996.

     Total liabilities increased $34,464,000, or 19.4%, largely as a result of a
$27,522,000,  or  17.2%,  increase  in  total  deposits  at the  Company's  bank
subsidiaries. Of the $27,522,000 increase in deposits, $17,995,000, or 65.4%, is
attributable to new deposits generated by the Community Bank of Greenville since
opening on April 17, 1996.

     The  largest  dollar  increase  in a single  category  of  deposits  was in
certificates of deposits of $100,000 or less,  which increased  $14,199,000,  or
21.9% during the period ended June 30, 1996. The largest percentage  increase in
a single  category of  deposits  was in  certificates  of deposit of $100,000 or
more,  which  increased  28.8%,  or $6,864,000  during the period,  largely as a
result of this size of deposit  generated by the Community  Bank of  Greenville.
During the period ended June 30, 1996, the Company also  experienced an increase
in savings and money  market  deposits of  $3,979,000,  or 15.7% which  resulted
largely from a single money market  account at  Spartanburg  National  Bank. The
Company  also  experienced  modest  growth in the other  categories  of deposits
during the period.

     Securities  Sold  Under  Agreements  to  Repurchase,  comprised  largely of
overnight  repurchase  agreements,  increased  $1,078,000,  or 34.8%, during the
period as a result of an increase in temporary  quarter-end  investment of funds
by customers of the Company's bank subsidiaries. Federal Home Loan Bank advances
increased  $2,960,000,  or  101.7%,  to  $5,870,000  at  June  30,  1996.  These
additional  advances were utilized to help fund the loan growth at the Company's
bank subsidiaries.  Other borrowed funds,  comprised of Federal funds purchased,
various types of borrowings by Quick Credit  Corporation  and  borrowings by the
parent company,  increased  $2,770,000,  or 29.3%, during the period. During the
period ended June 30, 1996, the Company borrowed an additional  $3,850,000 under
an existing  line of credit with a third party  lender to fully  capitalize  The
Community Bank of Greenville; Spartanburg National Bank borrowed $490,000 in the
form of Federal funds  purchased for additional  liquidity  purposes;  and Quick
Credit  Corporation  reduced its outstanding debt $1,570,000.  Obligations under
capital leases declined $15,000, or 71.4%, during the period ended June 30, 1996
as a result of lease payments made during the period.


                                     Page 10

<PAGE>


     Shareholders'  equity increased $817,000 from December 31, 1995 to June 30,
1996 as a result of net  earnings for the period of $978,000 and the exercise of
stock options under the Company's  Employee  Stock Option Plans in the amount of
$96,000.  These additions to  shareholders'  equity were partially offset by the
declaration  and  payment of cash  dividends  in the amount of  $140,000  and an
increase in the amount of net unrealized losses on the Company's  "available for
sale" securities portfolio of $117,000 during the period.


                              RESULTS OF OPERATIONS

Six month period ended June 30, 1996 vs. Six months period ended June 30, 1995

Earnings Review

     The  consolidated  Company's  operations  for the six months ended June 30,
1996 resulted in net income of $978,000, a 17.1% decrease from the $1,180,000 in
net income  recorded for the comparable  1995 six month period.  The decrease in
consolidated earnings for the 1996 period is largely attributable to a $527,000,
or 446.6%, increase in the provision for loan losses at Quick Credit Corporation
in the 1996 period and pre-tax start up expenses and early  operating  losses of
$326,000  incurred in the 1996 period  associated  with the  Company's  new bank
subsidiary, The Community Bank of Greenville, which officially commenced banking
operations on April 17, 1996. During the 1996 period,  the Company also incurred
additional  interest  expense  of $80,000  associated  with  borrowings  used to
capitalize  The  Community  Bank of Greenville  and $57,000 in  consulting  fees
associated with the Company's re-engineering of its banking operations.

     Anderson  National Bank recorded net earnings of $663,000 for the six-month
period ended June 30, 1996, a 39.0% increase over the $477,000  recorded for the
six-month  period  ended  June 30,  1995.  The  increase  in  earnings  for this
subsidiary  resulted  primarily  from an  increase  in net  interest  income  of
$336,000, or 16.5%, and an increase in other income of $31,000, or 7.2%.

     Spartanburg  National  Bank  recorded  net  earnings  of  $514,000  for the
six-month  period  ended  June 30,  1996,  a 34.6%  increase  over the  $382,000
recorded for the six-month  period ended June 30, 1995. The increase in earnings
for this subsidiary,  like that of Anderson  National  Bank's,  resulted from an
increase in net interest income of $274,000,  or 14.8%, and an increase in other
income of $88,000, or 35.1%.

     The Community Bank of Greenville,  which  commenced  banking  operations on
April 17, 1996, recorded net losses for the six-month period ended June 30, 1996
of $214,000. Of the $214,000 in losses recorded,$57,000, or 26.6%, were incurred
prior to commencing banking operations.


                                     Page 11

<PAGE>


     Quick Credit Corporation recorded net earnings of $88,000 for the six-month
period ended June 30, 1996, a 76.9% decrease from the $381,000  recorded for the
six-month  period ended June 30, 1995. The significant  decrease in earnings for
this subsidiary resulted primarily from higher loan charge-offs which required a
significant increase in the provision for loan losses for the 1996 period and an
increase in other operating expenses.

Interest Income, Interest Expense and Net Interest Income

     Net interest income,  the major component of the Company's  income,  is the
amount  by which  interest  and fees on  interest  earning  assets  exceeds  the
interest paid on interest bearing deposits and other interest bearing funds. The
Company's net interest income  increased  $976,000,  or 16.1%, to $7,033,000 for
the  six-month  period  ended  June 30,  1996  compared  to  $6,057,000  for the
six-month period ended June 30, 1995. The increase is largely attributable to an
increase  in  interest  income on loans at the  Company's  banking  subsidiaries
resulting  from an  increase  in the  volume of  outstanding  loans for the 1996
period when compared to the 1995 period.

     The  Company's   interest  income  increased   $2,043,000,   or  22.1%,  to
$11,274,000 for the 1996 period compared to $9,231,000 for the 1995 period.  The
increase is largely  attributable  to a  $1,960,000,  or 23.9%  increase in loan
interest income resulting from a $31,098,000,  or 24.8%,  increase in the volume
of average outstanding loans for the 1996 period. The average yield on loans for
the six month period  ended June 30, 1996 was 12.97%  compared to 13.05% for the
comparable 1995 period.

     Average  balances  on  securities  and federal  funds  sold,  collectively,
increased by $4,233,000,  or 12.5%, in the 1996 period when compared to the 1995
period.  Largely  as a  result  of  this  increase,  interest  income  on  these
categories of earning assets, collectively, increased $83,000, or 8.1%.

     Interest expense on deposits  increased  $998,000,  or 38.2%, to $3,614,000
for the  six-month  period ended June 30, 1996  compared to  $2,616,000  for the
six-month  period  ended June 30,  1995.  The  increase  is  attributable  to an
increase of  $30,748,000,  or 25.5%,  in the volume of average  interest-bearing
deposits for the 1996 period when  compared to the 1995 period,  coupled with an
increase in the Company's  costs of  interest-bearing  deposits  resulting  from
increases in the rates paid for those  deposits.  The  weighted  average cost of
interest bearing deposits for the first six months of 1996 was 4.78% compared to
4.34%% for the first six months of 1995.

     Interest  expense on Securities Sold Under Repurchase  Agreements  declined
slightly  in the 1996 period as a result of a decline in the rates paid on these
short-term funds in the 1996 period.  Interest expense incurred by the Company's
banking  subsidiaries on average  borrowings of $2,881,000 from the Federal Home
Loan Bank of Atlanta for the 1996 period amounted to $84,000,

                                     Page 12


<PAGE>


a 10.6%  decline  from the  $94,000  incurred  in the 1995  period and  resulted
largely from a decline in the average  amount  borrowed  during the 1996 period.
Interest   expense  on  the  various   categories   of  other   interest-bearing
liabilities, which includes Capitalized Leases, Subordinated Debt, Federal Funds
Purchased and Other Borrowed Funds,  collectively,  increased $86,000, or 22.9%,
in the 1996 period when  compared to the 1995  period.  The increase in interest
expense  associated  with these  otherinterest-bearing  liabilities is primarily
attributable  to an increase in interest  expense at the parent company level on
borrowings utilized to capitalize The Community Bank of Greenville.

Provision and Allowance for Loan Losses, Loan Loss Experience

     The purpose of the  Company's  allowance  for loan losses is to absorb loan
losses  that  occur  in the  loan  portfolio.  The  allowance  for  loan  losses
represents  management's  estimate of an amount adequate in relation to the risk
of  future  losses  inherent  in  the  loan  portfolio  and  also  reflects  the
consideration of the amount of high rate/higher risk loans held by the Company's
consumer finance subsidiary, Quick Credit Corporation.

     While it is the Company's  policy to charge off in the current period loans
in which a loss is considered  probable,  there are  additional  risks of future
losses which cannot be quantified precisely or attributed to particular loans or
classes of loans. Because these risks include the state of the economy, industry
trends and conditions affecting individual  borrowers,  management's judgment of
the allowance is  necessarily  approximate  and  imprecise.  The Company is also
subject to regulatory examinations and determinations as to adequacy,  which may
take  into  account  such  factors  as the  methodology  used to  calculate  the
allowance  for loan  losses  and the size of the  allowance  for loan  losses in
comparison to a group of peer companies identified by the regulatory agencies.

     Management determines the adequacy of the allowance quarterly and considers
a variety of factors in  establishing  the level of the allowance for losses and
the related provision, which is charged to expense. In assessing the adequacy of
the allowance, management relies predominantly on its ongoing review of the loan
portfolio,  which is  undertaken  both to ascertain  whether  there are probable
losses which must be charged off and to assess the risk  characteristics  of the
portfolio in the aggregate. The review considers the judgments of management and
also those of bank regulatory agencies that review the loan portfolio as part of
their regular examination process.  The Comptroller of the Currency,  as part of
its routine  examination  process of various national banks,  including Anderson
National Bank,  Spartanburg  National Bank and The Community Bank of Greenville,
may require  additions to the allowance  for loan losses based upon  information
available to them at the time of their examination.

     Management  considers  the  allowance  for loan  losses  adequate to absorb
possible losses on loans outstanding at June 30, 1996 and in


                                     Page 13


<PAGE>


the opinion of  management,  there are no  material  risks or  significant  loan
concentrations in the present portfolio.

     The allowance  for loan losses was  $2,622,000 at June 30, 1996 compared to
$2,042,000 at June 30, 1995.  At June 30, 1996 and June 30, 1995,  the allowance
for loan  losses as a  percentage  of  outstanding  loans  was 1.54% and  1.52%,
respectively.  During the six month  period  ended June 30,  1996,  the  Company
experienced net charge-offs of $482,000, or 0.31%, of average loans, compared to
net  charge-offs of $121,000,  or 0.10% of average loans during the period ended
June 30, 1995. The Company made  provisions  for loan losses of $785,000  during
the six-month  period ended June 30, 1996 compared to $211,000 for the six-month
period  ended June 30,  1995.  The  increase in net  charge-offs  and  resulting
increase in the provision for loan losses for the 1996 period is attributable to
Quick Credit Corporation.

     Anderson  National Bank made no provisions for loan losses in either of the
two  comparable  periods.  For the  six-month  period ended June 30, 1996,  this
subsidiary  recorded net  recoveries  of $14,000  compared to net  recoveries of
$67,000 for the 1995 period.

     Spartanburg  National  Bank recorded a provision for loan losses of $95,000
for the  six-month  period ended June 30, 1996  compared to $93,000 for the 1995
period.  The slight  increase in the  provision  made by this  subsidiary  was a
result of loan growth experienced by this subsidiary during the 1996 period. For
the  six-month  period  ended  June  30,  1996,  this  subsidiary  recorded  net
charge-offs  of $26,000  compared  to net  charge-offs  of $10,000  for the 1995
period.

     The Community  Bank of Greenville  began to provide for it's  allowance for
loan  losses  during the period and  recorded  a  provision  for loan  losses of
$45,000 for the six-month period ended June 30, 1996.

     Quick Credit  Corporation  recorded a provision for loan losses of $645,000
for the  six-month  period ended June 30, 1996 compared to $118,000 for the 1995
period and  compared to  $728,000  for the year ended  December  31,  1995.  The
increase in this  subsidiary's  provision  for the 1996 period  resulted from an
increase  in the number of loans  charged  off and an  increase in the volume of
outstanding  loans at June 30, 1996 compared to June 30, 1995. For the six-month
period  ended  June 30,  1996,  this  subsidiary  recorded  net  charge  offs of
$471,000,  or 4.74% of average outstanding loans, compared to net charge offs of
$178,000,  or 2.07%, of average  outstanding loans for the 1995 six-month period
and to  $499,000,  or 5.39%,  of  average  outstanding  loans for the year ended
December 31, 1995.  Management  continues to believe the significant increase in
net charge offs and the related  increase in this  subsidiary's  provision is an
industry-wide trend. Quick Credit  Corporation's  customers are generally in the
low-to-moderate income group of borrowers. Over the past several years there has
been a  proliferation  of small  consumer loan companies and other consumer debt
providers  competing for pieces of this segment of the consumer debt market.  It
is not unusual for customers of Quick Credit

                                     Page 14

<PAGE>


Corporation  simultaneously  to have loans  outstanding  at  several  small loan
companies  which  results in some  customers  incurring  more debt than they can
service.  As a result of increased charge offs experienced during the later half
of 1995  and  during  the  first  half of 1996,  Quick  Credit  Corporation  has
increased its allowance  for loan losses as a percentage of  outstanding  loans,
net of unearned  income,  from 3.58% at June 30, 1995 to 8.15% at June 30, 1996.
Management  expects this subsidiary to experience  similar levels of defaults in
the second half of 1996 as that experienced in the first six months of 1996.

     At June 30, 1996 the Company had $223,000 in non-accrual  loans,  which are
considered  impaired,  $296,000  in loans  past  due 90 days or more  and  still
accruing  interest  and $74,000 in OREO,  compared to  $124,000,  $148,000,  and
$74,000,  respectively, at June 30, 1995 and to $241,000, $271,000, and $74,000,
respectively  at December 31, 1995. At June 30, 1996 and 1995,  and December 31,
1995, the Company did not have a material amount of restructured loans.

     In the cases of all  non-performing  loans,  management  of the Company has
reviewed the carrying value of any underlying  collateral.  In those cases where
the collateral value may be less than the carrying value of the loan the Company
has taken  specific  write downs to the  credits,  even though such  credits may
still be  performing.  Management  of the  Company  does not  believe it has any
non-accrual loans which, individually, could materially impact the allowance for
loan losses or long term future operating results of the Company.

Other Income

     Total  consolidated  other income increased  $193,000 or 23.9%,  during the
six-month  period ended June 30,  1996.  The  increase  resulted  largely from a
$114,000,  or 98.3%,  increase in fee income generated,  collectively,  from the
sale of alternative  investment  products and mortgage lending activities at the
Company's  bank  subsidiaries.  As a result of an increase  in mortgage  lending
activity  during the first six months of 1996,  fee  income  from the  Company's
mortgage lending activities increased $53,000, or 70.7%, to $129,000 in the 1996
period  compared  to $75,000  for the 1995  period.  Simultaneously,  fee income
generated from the sale of  alternative  investment  products  (mutual funds and
annuities),  which amounted to $41,000 in the 1995 period, increased $60,000, or
146.4%,  to  $101,000  for the 1996  period.  This  increase  was a result of an
increase in the volume of sales of these type  products  during the 1996 period.
The remaining increase in other income is primarily attributable to increases in
service  charge  income on  deposit  accounts  resulting  from a larger  base of
deposit accounts at the Company's bank subsidiaries.

Other Expenses

     Total other expenses increased $934,000,  or 19.3%, in the 1996 period over
the 1995 comparable period. Salaries, wages and

                                     Page 15

<PAGE>


benefits  ("personnel  expense"),   the  largest  category  of  other  operating
expenses, increased $608,000, or 22.0%, in the 1996 period over the 1995 period.
The increase in personnel  expense resulted from additions to the staff of Quick
Credit  Corporation  associated with four  additional  offices opened during the
last six months of 1995,  personnel  expenses  associated with the Company's new
bank  subsidiary,  The Community Bank of Greenville,  and increases in personnel
expenses at the Company's two other bank subsidiaries.

     Occupancy expense increased  $39,000,  or 12.3% during the 1996 period as a
result of additional  expenses  associated  with the new offices of Quick Credit
Corporation  opened during the second half of 1995 and expenses  associated with
opening The  Community  Bank of  Greenville  during the second  quarter of 1996.
Furniture and equipment expenses decreased $62,000, or 19.3%, in the 1996 period
as a result of a decline in depreciation  expense  associated with the Company's
data processing equipment which was sold during the second quarter of 1995.

     Other operating  expenses,  the second largest  category of other expenses,
increased  $349,000,  or 24.4%,  during the 1996  period  largely as a result of
additional  expenses associated with the new offices of Quick Credit Corporation
opened during the second half of 1996,  additional  expenses associated with the
opening of The Community  Bank of Greenville  during the second quarter of 1996,
and $57,000 in consulting  fees  associated  with the  Company's  re-engineering
project.

Income Taxes

     As a result of decreased  income before income taxes,  the Company incurred
income tax  expense of  $507,000  for the six month  period  ended June 30, 1996
compared to income tax expense of $644,000  for the six month  period ended June
30, 1995.


           Quarter ended June 30, 1996 vs. Quarter ended June 30, 1995

Earnings Review

     The Company's  operations for the quarter ended June 30, 1996,  resulted in
net  income of  $469,000,  a  $135,000,  or 22.4%,  decrease  from the  $604,000
reported for the  comparable  1995 quarter.  The decrease in 1996 second quarter
profits resulted primarily from a $325,000, or 233.8%, increase in the Company's
provision  for  loan  losses,  which is  largely  attributable  to Quick  Credit
Corporation,  and to $260,000 in start-up and early operating losses  associated
with the opening of The Community Bank of Greenville,  which  commenced  banking
operations  on April 17,  1996.  Additional  expenses  associated  with four new
offices of Quick Credit  Corporation  opened  during the second half of 1995 and
$53,000 in  consulting  fees paid during the second  quarter of 1996  associated
with the  Company's  re-engineering  project also impacted  second  quarter 1996
profits when compared to second quarter 1995 profits.

                                    Page 16

<PAGE>

     Anderson  National  Bank,   Spartanburg  National  Bank  and  Quick  Credit
Corporation,  the Company's  three seasoned  subsidiaries,  recorded 1996 second
quarter earnings of $357,000,  $275,000 and $59,000,  respectively,  compared to
$259,000, $203,000 and $171,000, respectively, for the second quarter of 1995.

Interest Income, Interest Expense and Net Interest Income

     The Company's net interest income increased $616,000,  or 20.2%, during the
second  quarter  of 1996  over the  second  quarter  of 1995  and was  primarily
attributable to a $1,032,000,  or 24.4%,  increase in loan interest income.  The
increase  in loan  interest  income  resulted  from a  larger  base  of  average
outstanding loans for the 1996 period. Total loans averaged $161,731,000 for the
1996 quarter  compared to $128,808,000  for the 1995 quarter,  a 25.6% increase.
The  average  yield on the  Company's  loan  portfolios  was 13.01% for the 1996
quarter compared to 13.12% for the 1995 quarter.

     Interest expense increased $537,000, or 32.0%, in the 1996 period. Interest
on deposit accounts,  the largest category of total interest expense,  increased
$492,000,  or 35.2%,  during the 1996  period as a result of an  increase in the
volume of  interest-bearing  deposits  during the 1996 period and an increase in
the rates paid on those  deposits.  The  average  rate paid on  interest-bearing
deposits was 4.77% for the 1996 quarter  compared to 4.57% for the 1995 quarter.
Interest  expense  on the  other  categories  of  interest-bearing  liabilities,
collectively,  increased  $45,000,  or 16.1%,  largely  as a result of  interest
expense  incurred on the  borrowings  used to capitalize  The Community  Bank of
Greenville.

Provision and Allowance for Loan Losses

     The  provision  for loan losses was $464,000 for the quarter ended June 30,
1996, a $325,000,  or 233.8%,  increase over the $139,000 provision made for the
1995  quarter.  The increase for the 1996 period is a result of increases in the
provisions  made  by  Quick  Credit  Corporation  due  to  a  higher  number  of
charge-offs during the 1996 period and to The Community Bank of Greenville as it
began to reserve for it's allowance for loan losses.  For the quarter ended June
30, 1996 the Company  recorded net loan  charge-offs of $232,000,  or 0.14%,  of
average  outstanding loans compared to $33,000, or 0.03%, of average outstanding
loans for the 1995 quarter.

     Quick Credit  Corporation  made  provisions of $359,000 in the 1996 quarter
compared to $86,000 for the 1995 quarter.  During the 1996 quarter, Quick Credit
Corporation  recorded  net loan  charge-offs  of $223,000,  or 2.4%,  of average
outstanding  loans compared to $75,000,  or 0.88%, of average  outstanding loans
for the 1995 quarter.

     The Community Bank of Greenville  made provisions  totaling  $45,000 during
the quarter.


                                     Page 17


<PAGE>


     Spartanburg  National  Bank made  provisions of $45,000 for the 1996 period
compared to $53,000 for the 1995 period and  recorded  net loan  charge-offs  of
$14,000 in the 1996 period  compared to net loan  charge-offs  of $2,000 for the
1995 period.

     Anderson  National  Bank made no  provisions  in the 1996 and 1995 periods.
During the 1996 period  Anderson  National Bank recorded net loan  recoveries of
$5,000 compared to net loan recoveries of $44,000 for the 1995 period.

Other Income

     The Company's  total other income  increased  $63,000,  or 14.5% during the
1996  quarter.  The increase in other income is  attributable  to increased  fee
income  generated from the Company's  mortgage  lending  activities and from the
sale of  alternative  investment  products  coupled  with an increase in service
charge income on deposit accounts at the Company's bank subsidiaries.

Other Expenses

     Total  other  expenses  increased  $572,000,  or 23.7%,  during  the second
quarter  of 1996.  Personnel  expense,  the  largest  category  of  total  other
expenses,  increased  $225,000,  or 15.9%,  in the 1996 period.  The increase is
attributable to additional personnel expense associated with the staffing of The
Community  Bank of  Greenville,  additional  staffing  for four offices of Quick
Credit  Corporation,  which were non-existent in the second quarter of 1995, and
to increases  in personnel  expense at Anderson  National  Bank and  Spartanburg
National  Bank.  Occupancy  expense  increased  $29,000,  or 19.0%,  in the 1996
quarter as a result of expenses associated with The Community Bank of Greenville
and the additional offices of Quick Credit Corporation.  Furniture and equipment
expense  decreased  $20,000,  or 13.1%,  during the 1996 period as a result of a
decrease in depreciation  expense  resulting from the sale of the Company's data
processing  equipment  during  the  second  quarter  of  1995.  Other  operating
expenses,  the  second  largest  category  of total  other  expenses,  increased
$338,000,  or 48.8%,  in the 1996  period.  The  increase  in this  category  of
expenses is  attributable  to increased  expenses  associated with The Community
Bank of Greenville, the new offices of Quick Credit Corporation and increases in
expenses  at  Anderson  National  Bank  and  Spartanburg   National  Bank.  Also
contributing  to the increase was $53,000 in consulting fees associated with the
Company's  re-engineering  project commenced during the latter part of the first
quarter of 1996.


Income Taxes

     The Company  incurred  income tax expense of $250,000 for the quarter ended
June 30, 1996  compared to income tax expense of $333,000 for the quarter  ended
June 30, 1995 as a result of lower pre-tax earnings in the 1996 quarter.


                                     Page 18

<PAGE>


                                    LIQUIDITY

     Liquidity  management  involves  meeting the cash flow  requirements of the
Company.  The Company's  liquidity position is primarily dependent upon its need
to respond to  short-term  demand for funds caused by  withdrawals  from deposit
accounts and upon the liquidity of its assets.  The Company's  primary liquidity
sources  include  cashand due from  banks,  federal  funds sold and  "securities
available for sale". In addition,  the Company (through  Anderson National Bank,
Spartanburg National Bank and The Community Bank of Greenville) has the ability,
on a short-term  basis,  to borrow funds from the Federal  Reserve System and to
purchase federal funds from other financial  institutions.  Spartanburg National
Bank and Anderson  National  Bank are also members of the Federal Home Loan Bank
System  and have the  ability to borrow  both  short and longer  term funds on a
secured basis. At June 30, 1996 Anderson National Bank had $320,000 in long-term
borrowings  and $5,000,000 in short-term  borrowings  from the Federal Home Loan
Bank of Atlanta.  At June 30, 1996  Spartanburg  National  Bank had  $550,000 in
long-term borrowings from the Federal Home Loan Bank of Atlanta.

     First  United  Bancorporation,  the parent  holding  company,  has  limited
liquidity  needs.  First  United  requires  liquidity  to pay limited  operating
expenses and dividends,  and to service its debt. In addition,  First United has
two lines of credit  with third  party  lenders  totaling  $6,100,000,  of which
$1,600,000  was  available at June 30, 1996.  One of these lines is a $6,000,000
line of credit with an  unaffiliated  third party  lender to be used for general
corporate purposes and allows for interest to be paid on a quarterly basis for a
period of up to five (5) years if certain  criteria  are met. At the end of five
(5) years, or sooner if the Company desires, the line of credit can be converted
to a term loan with quarterly interest payments and annual principal  reductions
required over a period of five (5) years. The line of credit bears interest at a
variable rate. On April 15,1996 the Company utilized  $4,500,000 of this line to
capitalize its new bank subsidiary,  The Community Bank of Greenville,  National
Association,  Greenville, South Carolina. Further sources of liquidity for First
United include  management  fees which are paid by all of its  subsidiaries  and
dividends from its subsidiaries.

     At June 30, 1996, the Company's consumer finance  subsidiary,  Quick Credit
Corporation,  had debt outstanding of $800,000 in the form of subordinated  debt
and  $6,450,000  outstanding  under an  $18,000,000  line of credit with a third
party lender secured by Quick Credit Corporation's loans receivable.

     Management  believes  its  liquidity  sources  are  adequate  to  meet  its
operating  needs and does not know of any  trends,  other than those  previously
discussed,  that may result in the Company's liquidity materially  increasing or
decreasing.


                                     Page 19

<PAGE>


                         CAPITAL ADEQUACY AND RESOURCES

     For bank holding  companies  with total  assets of more than $150  million,
such as the  Company,  capital  adequacy is generally  evaluated  based upon the
capital of its banking  subsidiaries.  Generally,  the Board of Governors of the
Federal  Reserve  System (the  "Federal  Reserve  Board")  expects  bank holding
companies to operate above minimum capital levels. The Office of the Comptroller
of the  Currency  ("Comptroller")  regulations  establish  the minimum  leverage
capital  ratio  requirement  for national  banks at 3% in the case of a national
bank that has the highest regulatory examination rating and is not contemplating
significant  growth or  expansion.  All other  national  banks are  expected  to
maintain a ratio of at least 1% to 2% above the stated minimum. Furthermore, the
Comptroller  reserves the right to require  higher  capital ratios in individual
banks on a case by case  basis  when,  in its  judgment,  additional  capital is
warranted by a deterioration of financial  condition or when high levels of risk
otherwise exist. The Company's subsidiary banks have not been notified that they
must maintain capital levels above regulatory  minimums.  The Company's leverage
capital  ratio was 7.49% at June 30, 1996  compared to 8.23%  December 31, 1995.
The leverage capital ratios for Anderson National Bank and Spartanburg  National
Bank were 7.55% and 7.15%,  respectively at June 30, 1996, compared to 7.86% and
7.01%,  respectively,  at December 31, 1995. The leverage  capital ratio for The
Community  Bank of Greenville  was 18.85% at June 30, 1996.  The decrease in the
leverage capital ratio for Anderson  National Bank during the period ending June
30, 1996  resulted  from the payment of $325,000 in dividends to the Company and
growth experienced since December 31, 1995. The decrease in the leverage capital
ratio for the Company is attributable to growth  experienced  since December 31,
1995.

     The Federal  Reserve  Board has  adopted a  risk-based  capital  rule which
requires  bank holding  companies to have  qualifying  capital to  risk-weighted
assets  of at least  8.00%,  with at least 4%  being  "Tier 1"  capital.  Tier 1
capital  consists  principally  of common  stockholders'  equity,  noncumulative
preferred stock, qualifying perpetual preferred stock, and minority interests in
equity  accounts of consolidated  subsidiaries,  less goodwill and certain other
intangible assets.  "Tier 2" (or supplementary)  capital consist of general loan
loss reserves (subject to certain limitations), certain types of preferred stock
and  subordinated  debt, and certain hybrid capital  instruments  and other debt
securities such as equity commitment notes. A bank holding company's  qualifying
capital base for purposes of its risk-based capital ratio consists of the sum of
its Tier 1 and Tier 2 capital  components,  provided that the maximum  amount of
Tier 2 capital that may be treated as  qualifying  capital is limited to 100% of
Tier 1 capital. TheComptroller imposes a similar standard on national banks. The
regulatory  agencies expect national banks and bank holding companies to operate
above minimum risk-based capital levels. The Company's  risk-based capital ratio
was 11.57% and its Tier 1 capital to risk  weighted  assets  ratio was 10.18% at
June 30, 1996, compared to 12.73% and 11.48%, respectively, at December 31,

                                     Page 20

<PAGE>


1995. The risk-based  capital ratios for Anderson  National Bank and Spartanburg
National Bank were 10.98% and 10.75%, respectively, at June 30, 1996 compared to
12.72% and 11.09%,  respectively,  at December 31, 1995. Their Tier 1 capital to
risk weighted assets ratios were 9.75% and 9.58%, respectively, at June 30, 1996
compared to 11.47% and 9.88%,  respectively,  at December 31, 1995.  At June 30,
1996,  the  risk-based  capital ratio for The Community  Bank of Greenville  was
50.98% and the Tier 1 capital to risk  weighted  assets  ratio was  50.44%.  The
decline  in  Anderson  National  Bank's  risk-based  and Tier 1 capital  to risk
weighted  assets ratios from  year-end 1995 levels  resulted from the payment of
$325,000 in dividends  to the Company  during the period ended June 30, 1996 and
from growth  experienced  since December 31, 1995. The decrease in the Company's
and Spartanburg  National Bank's  risk-based and Tier 1 capital to risk weighted
assets ratios from year-end 1995 levels is a result of growth experienced during
the first quarter of 1996.

     The Company opened a new bank subsidiary, The Community Bank of Greenville,
National  Association,  in the city of  Greenville,  South Carolina on April 17,
1996.  The Company  capitalized  this new bank  subsidiary  with $4.5 million of
capital. The capital required to open this new bank came from proceeds available
to the Company under a line of credit with an  unaffiliated  third-party  lender
which has committed to lend the Company up to $6 million.

     Spartanburg  National Bank has begun  construction on a new branch facility
in the Boiling Springs area of Spartanburg County,  South Carolina.  Spartanburg
National   Bankpurchased  the  property  on  which  this  new  branch  is  being
constructed in late 1995 for $201,000 and has incurred approximately $290,000 in
construction   cost  associated  with  this  new  facility  thus  far  in  1996.
Spartanburg  National  Bank  expects  to incur  additional  costs  with this new
facility of approximately $330,000 in the third quarter of 1996.

     In July,  1996 the Company  entered  into a contract  for the  purchase and
installation  of a wide area network (WAN).  When installed and operative,  this
system  will  link  together  the data  communications  of all of the  Company's
subsidiaries.  The Company expects to incur a total of approximately $550,000 in
fixed asset cost associated with the WAN during the third and fourth quarters of
1996.


                     EFFECT OF INFLATION AND CHANGING PRICES

     The consolidated financial statements have been prepared in accordance with
generally  accepted  accounting  principals  which  require the  measurement  of
financial  position and results of operations  in terms of  historical  dollars,
without  consideration of changes in the relative purchasing power over time due
to  inflation.  Unlike most other  industries,  virtually  all of the assets and
liabilities  of a financial  institution  are  monetary in nature.  As a result,
interest  rates  generally  have  a  more  significant  effect  on  a  financial
institution's performance than

                                     Page 21

<PAGE>

does the effect of inflation.  Interest rates do not  necessarily  change in the
same  magnitude  as the  prices  of goods  and  services.  While  the  effect of
inflation on banks is normally not as  significant  as is its influence on those
businesses which have large  investments in plant and inventories,  it does have
an effect.  During periods of high inflation,  there are normally  corresponding
increases in the money supply, and banks will normally  experience above average
growth in assets,  loans and deposits.  Also, general increases in the prices of
goods and services will result in increased operating expenses.


                        ACCOUNTING AND REPORTING MATTERS

     In October 1995, the Financial  Accounting  Standards Board ("FASB") issued
Statement of Financial  Accounting  Standards ("SFAS") No. 123,  "Accounting for
Stock-Based  Compensation".  SFAS No. 123 establishes a new method of accounting
for  stock-based  arrangements  by measuring  the value of a stock  compensation
award by the fair value method versus the intrinsic value method as currently is
used under the provisions of Opinion 25. If entities do not adopt the fair value
method of  accounting  for  stock-based  compensation,  they will be required to
disclose  in  the  footnotes  pro  forma  net  income  and  earnings  per  share
information  as if the fair value based method had been adopted.  The disclosure
requirements  of SFAS No. 123 are effective for the 1996  financial  statements.
The  Company  will  continue to use the  intrinsic  value  method for  recording
stock-based   compensation   and  will   therefore   have  expanded   disclosure
requirements.

     In June 1996, the FASB issued SFAS No. 125,  "Accounting  for Transfers and
Servicing of Financial Assets and  Extinguishment of Liabilities." The Statement
uses a "financial  components" approach that focuses on control to determine the
proper  accounting for financial  asset  transfers.  Under that approach,  after
financial assets are transferred, an entity would recognize on the balance sheet
all assets it controls and liabilities it has incurred. It would remove from the
balance  sheet  those  assets  it no  longer  controls  and  liabilities  it has
satisfied.  The  statement is effective for transfers and servicing of financial
assets and  extinguishment of liabilities  occurring after December 31, 1996 and
is to be applied prospectively. The Company does not anticipate that adoption of
this  Statement  will  have  a  material  effect  on  the  Company's   financial
statements.


                                     Page 22

<PAGE>

                                     PART II
                                OTHER INFORMATION

Item 1. Legal Proceedings.

     The  Company is from time to time  involved  in various  Legal  proceedings
arising  out of the  ordinary  course  of  business,  primarily  related  to the
collection  of loans  receivable.  Based  upon  current  information  available,
management believes there are no legal proceedings threatened or pending against
the Company that could result in a materially  adverse change in the business or
financial condition of the Company.

Item 2. Changes in Securities.

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Submission of Matters to a Vote of Security Holders.

     The Company's  annual  shareholders'  meeting was held April 23, 1996.  The
purpose of the  meeting  was:  (1) to elect four  directors  to serve three year
terms;  (2) to ratify  the  appointment  of KPMG  Peat  Marwick  as  independent
auditors for the Company for the fiscal  year-ending  December 31, 1996; and (3)
to transact such other  business as may properly come before the Annual  Meeting
or any adjournment thereof.

     Results of the meeting were (1)J. Berry Garrett,  Randolph V. Hayes, Harold
P.  Threlkeld and William B. West were elected as directors to serve  three-year
terms by a vote of  1,954,763  shares For and 493 shares  Against ; and (2), the
election  of KPMG Peat  Marwick as the  Company's  auditors  for fiscal 1996 was
approved  by a vote of  1,954,705  shares  For, 0 shares  Against and 551 shares
Abstaining. There was no other business to come before the meeting.

Item 5. Other Information.

None

Item 6. Exhibits and Reports on Form 8-K.

     (a) Exhibits

     27.  Financial Data Schedule

     (b) No  reports on form 8-K were filed  during the  quarter  for which this
     report is filed.



                                     Page 23


<PAGE>

                                   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.

                                                 FIRST UNITED BANCORPORATION

                                                 Mason Y. Garrett
Dated: August 6, 1996                            ---------------------------
                                                 Mason Y. Garrett, President
                                                 and Chief Executive Officer


                                                 William B. West, Sr. 
                                                 ---------------------------
                                                 William B. West, Sr. Vice
                                                 President and Chief Financial
                                                 and Accounting Officer








                                     Page 24

<PAGE>


                                 EXHIBIT INDEX

Exhibit No.                   Description
- -----------                   ------------------

    27                        Financial Data Schedule


<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
This  schedule  contains  summary  financial   information  extracted  from  the
Consolidated  Balance Sheet at June 30, 1996, and the Consolidated  Statement of
Income for the Six Months  Ended June 30, 1996 and is  qualified in its entirety
by reference to such financial statements.
</LEGEND>
       
<MULTIPLIER>    1,000
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                           6,651
<INT-BEARING-DEPOSITS>                               3
<FED-FUNDS-SOLD>                                12,540
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     23,668
<INVESTMENTS-CARRYING>                           8,344
<INVESTMENTS-MARKET>                             8,443
<LOANS>                                        170,852
<ALLOWANCE>                                      2,622
<TOTAL-ASSETS>                                 229,695
<DEPOSITS>                                     187,903
<SHORT-TERM>                                     9,180
<LIABILITIES-OTHER>                              2,378
<LONG-TERM>                                     13,110
                                0
                                          0
<COMMON>                                         3,890
<OTHER-SE>                                      13,334
<TOTAL-LIABILITIES-AND-EQUITY>                 229,695
<INTEREST-LOAN>                                 10,160
<INTEREST-INVEST>                                1,114
<INTEREST-OTHER>                                     0
<INTEREST-TOTAL>                                19,666
<INTEREST-DEPOSIT>                               3,614
<INTEREST-EXPENSE>                               4,241
<INTEREST-INCOME-NET>                            7,033
<LOAN-LOSSES>                                      785
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                  5,763
<INCOME-PRETAX>                                  1,485
<INCOME-PRE-EXTRAORDINARY>                       1,485
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       978
<EPS-PRIMARY>                                     0.38
<EPS-DILUTED>                                     0.38
<YIELD-ACTUAL>                                    7.22
<LOANS-NON>                                        240
<LOANS-PAST>                                       497
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                  2,488
<ALLOWANCE-OPEN>                                 2,320
<CHARGE-OFFS>                                      534
<RECOVERIES>                                        51
<ALLOWANCE-CLOSE>                                2,622
<ALLOWANCE-DOMESTIC>                             2,622
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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