HURON NATIONAL BANCORP INC
10QSB, 1997-05-09
NATIONAL COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-Q SB

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

                 For the Quarterly period ended March 31, 1997

                         Commission File Number 0-19181


                          HURON NATIONAL BANCORP, INC.
              (Exact name of small business issuer in its charter)


                               Michigan 38-2855012
       (State or other jurisdiction of (IRS employer Identification No.)
                         incorporation or organization)


               200 East Erie Street, Rogers City, Michigan 49779
              (Address of principal executive offices) (Zip Code)

              Telephone Number including area code: (517) 734-4734


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 shorter  periods if the  registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days. Yes[X] No[ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of the latest practical date.


$10.00 par value of common stock              62,500 shares as of April 30, 1997
            (Class)                                     (Outstanding)
<PAGE>
                          HURON NATIONAL BANCORP, INC.

                                    CONTENTS


PART I    FINANCIAL INFORMATION

ITEM 1    Consolidated Balance Sheets (Unaudited)
             March 31, 1997 and December 31, 1996 ........................... 2

          Consolidated Statements of Income (Unaudited)
             Three months ended March 31, 1997 and 1996 ..................... 3

          Consolidated Statements of Cash Flows (Unaudited)
             Three months ended March 31, 1997 and 1996 ..................... 4

          Consolidated Statements of Shareholders' Equity (Unaudited)
             Three months ended March 31, 1997 and 1996 ..................... 5

          Notes to the Consolidated Financial Statements (Unaudited)......... 6


ITEM 2    Management's Discussion and Analysis of Financial Condition
             and Results of Operations ...................................... 8


PART II   OTHER INFORMATION

          Item 1 - Legal Proceedings.........................................15

          Item 2 - Changes in Securities ....................................15

          Item 3 - Defaults upon Senior Securities ..........................15

          Item 4 - Submission of Matters to a Vote of Securities Holders.....15

          Item 5 - Other Information.........................................15

          Item 6 - Exhibits and Reports on Form 8-K..........................15

          Index to Exhibits..................................................16

          Signatures.........................................................17

          Financial Data Schedule............................................18
<PAGE>
<TABLE>
                          HURON NATIONAL BANCORP, INC.
                          CONSOLIDATED BALANCE SHEETS

                                                               Unaudited
                                                               March 31,       December 31,
ASSETS                                                           1997             1996
<S>                                                           <C>             <C>
 Cash and due from banks ..................................   $  3,025,336    $  2,438,015
 Federal funds sold .......................................      1,200,000         900,000
 Cash and cash equivalents ................................      4,225,336       3,338,015
 Securities:
   Available for Sale:
     U.S. Treasury ........................................      1,744,844       1,243,750
     U.S. Government agencies .............................        251,023         502,951
   Held to maturity:
     U.S. Government agencies .............................      1,337,171       1,849,015
     Tax exempt bonds and notes ...........................      2,008,558       2,231,791
     Taxable bonds ........................................        397,329            --
     Corporate notes ......................................      1,204,795       1,321,883
       Total investment securities ........................      6,943,720       7,149,390
 Loans
   Commercial .............................................      2,710,159       2,402,382
   Real Estate ............................................     10,317,092      10,407,482
   Installments ...........................................      6,363,349       6,376,320
       Total Loans ........................................     19,390,600      19,186,184
    Allowance for loan losses .............................       (181,048)       (174,955)
       Net loans ..........................................     19,209,552      19,011,229
 Bank premises and equipment - net ........................        516,584         488,598
 Accrued interest receivable ..............................        272,099         234,632
 Other assets .............................................         71,182          70,406
       Total Assets .......................................   $ 31,238,473    $ 30,292,270

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
 Deposits
    Non interest-bearing
      transaction accounts ................................   $  3,120,058    $  3,333,231
    Interest-bearing
      transaction accounts ................................      4,695,309       3,769,530
    Savings ...............................................      6,541,539       6,498,161
    Time ..................................................     14,120,594      13,993,088
       Total deposits .....................................     28,477,500      27,594,010
 Accrued interest payable .................................         67,387          63,216
 Other liabilities ........................................        186,148         195,371
       Total liabilities ..................................     28,731,035      27,852,597
Shareholders' Equity
 Common stock, $10 par value:
  100,000 shares authorized
  and 62,500 outstanding ..................................        625,000         625,000
 Additional paid in capital ...............................        625,000         625,000
 Retained earnings ........................................      1,258,211       1,185,666
 Net unrealized gain (loss)
  on securities available
  for sale, net of income tax .............................           (773)          4,007
        Total shareholders' equity ........................      2,507,438       2,439,673
            Total liabilities and
            shareholders' equity ..........................   $ 31,238,473    $ 30,292,270
</TABLE>
See notes to the interim consolidated financial statements 
<PAGE>
<TABLE>
                          HURON NATIONAL BANCORP, INC.
                 CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

                                                         Three Months Ended
                                                       March 31,      March 31,
Interest Income                                          1997           1996
<S>                                                    <C>              <C>
 Loans, including fees .......................         $449,860         $414,770
 Federal funds sold ..........................           15,742           24,053
 Securities available for sale:
 U.S. Treasury ...............................           23,617            9,100
 U.S. Government agencies ....................            5,015           19,367
Securities held to maturity:
 U.S. Government agencies ....................           20,059           37,895
 Tax exempt bonds and notes ..................           22,658            8,946
 Taxable bonds ...............................            5,391             --
 Corporate notes .............................           19,309           21,395
Federal reserve stock ........................              563              563
   Total interest income .....................          562,214          536,089

Interest Expense
 Deposits ....................................          286,663          258,195

Net Interest Income ..........................          275,551          277,894

Provision for Loan Losses ....................            9,000            9,000

Net Interest Income After
 Provision for Loan Losses ...................          266,551          268,894

Non-Interest Income
 Service charges .............................           24,862           26,377
 Other .......................................            5,785           11,366
     Total non-interest income ...............           30,647           37,743

Non-Interest Expense
 Salaries and benefits .......................           87,303           90,689
 Premises and equipment ......................           34,289           29,959
 Legal and accounting fees ...................           15,307           15,555
 Other operating expense .....................           59,282           60,048
     Total non-interest expense ..............          196,181          196,251

Income Before Income Tax .....................          101,017          110,386

Provision for Income Tax .....................           28,472           34,716

Net Income ...................................         $ 72,545         $ 75,670

Net Income Per Share..........................            $1.16            $1.21
</TABLE>
See notes to the interim consolidated financial statements.
<PAGE>
<TABLE>
                          HURON NATIONAL BANCORP, INC.
               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                        Three Months Ended
                                                     March 31,        March 31,
                                                       1997             1996
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                   <C>             <C>
Net income ...................................     $    72,545      $    75,670
Adjustments to reconcile
 net income to net cash
 from operating activities
   Depreciation and amortization .............          11,512            8,829
   Net premium amortization and
     discount accretion on securities ........          26,716           23,966
   Provision for loan losses .................           9,000            9,000
   Increase/(decrease) in cash from
     change in assets and liabilities:
          Interest receivable ................         (37,467)         (22,901)
          Other assets .......................            (776)          (7,978)
          Interest payable ...................           4,171            6,973
          Other liabilities ..................          (6,761)          18,263
             Net cash from operating
              activities .....................          78,940          111,822

CASH FLOWS FROM INVESTING ACTIVITIES

Available-for-sale securities:
 Purchases ...................................        (513,306)        (493,438)
 Maturities ..................................         250,000             --
Held-to-maturity securities:
 Purchases ...................................        (193,982)      (1,412,715)
 Maturities ..................................         629,000           63,000
Net increase in loans ........................        (207,323)          31,735
Purchase of property and equipment ...........         (39,498)          (1,007)
Net cash from (used in)
  investing activities .......................         (75,109)      (1,812,425)

CASH FLOWS FROM FINANCING ACTIVITIES
 Net increase/(decrease) in
   deposit accounts ..........................         883,490        1,009,986
     Net cash from financing activities ......         883,490        1,009,986

NET INCREASE/(DECREASE) IN CASH
 AND CASH EQUIVALENTS ........................         887,321         (690,617)

CASH AND CASH EQUIVALENTS AT:

BEGINNING OF PERIOD ..........................       3,338,015        3,847,727

END OF PERIOD ................................     $ 4,225,336      $ 3,157,110

SUPPLEMENTAL DISCLOSURES OF
 CASH FLOW INFORMATION
 Cash paid during the period for:
   Interest ..................................     $   282,492      $   251,222
   Federal income tax ........................     $    60,213      $      -
</TABLE>
See notes to the interim consolidated financial statements.
<PAGE>
<TABLE>
                          HURON NATIONAL BANCORP, INC.
          CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)
            For the Three Month Periods ended March 31, 1996 and 1995

                                                                       Net Unrealized
                                                                         Gain (Loss)
                                              Additional                On Securities     Total
                                Common         Paid In      Retained      Available    Shareholders'
                                 Stock          Capital     Earnings      For Sale        Equity
<S>                             <C>           <C>           <C>            <C>         <C>
BALANCE AT JANUARY 1, 1996      $625,000      $625,000      $972,478       $12,444     $2,234,922

  Net income .............          --            --          75,670          --           75,670

  Unrealized gain (loss)
   on securities
   available for sale,
   net of tax ............          --            --            --          (8,071)        (8,071)

BALANCE AT MARCH 31, 1996       $625,000      $625,000    $1,048,148        $4,373     $2,302,521

BALANCE AT JANUARY 1, 1997       625,000       625,000     1,185,666         4,007      2,439,673

  Net income .............          --            --          72,545          --           72,545

  Unrealized gain (loss)
   on securities
   available for sale,
   net of tax ............          --            --            --          (4,780)        (4,780)

BALANCE AT MARCH 31, 1997       $625,000      $625,000    $1,258,211         $(773)    $2,507,438
</TABLE>
See notes to the interim consolidated financial statements.
<PAGE>
                          HURON NATIONAL BANCORP, INC.
           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.   The  consolidated   financial   statements  include  the  accounts  of  the
     Registrant  and its  wholly-owned  subsidiary,  Huron  National  Bank after
     elimination of significant inter-company transactions and accounts.

2.   In  the  opinion  of  management  of  the  Registrant,   the   accompanying
     consolidated  financial statements contain all the adjustments  (consisting
     only  of  normal  recurring  accruals)  necessary  to  present  fairly  the
     consolidated  financial position of the Registrant as of March 31, 1997 and
     December  31,  1996,  and the  results of  operations  for the three  month
     periods ended March 31, 1997 and 1996.


3.   During the three month period ended March 31, 1997,  there were no sales of
     available-for-sale   securities.   For  this  period,  the  change  in  net
     unrealized  holding  gain or loss on  available-for-sale  securities  was a
     decrease  of  $7,242.  There  were no  sales  or  transfers  of  securities
     classified  as held to  maturity.  The  aggregate  estimated  fair value of
     securities  held to maturity as of March 31, 1997 and December 31, 1996 was
     $4,951,000 and $5,450,000 respectively.

4.   Management  determines  the adequacy of the allowance for loan losses based
     on an evaluation of the loan  portfolio,  recent loss  experience,  current
     economic  conditions and other pertinent factors. An analysis of changes in
     the allowance for loan losses follows:
<TABLE>
                                             Three Months Ended        Year Ended
                                                  March 31,           December 31,
                                               1997         1996         1996
<S>                                         <C>          <C>          <C>
Balance at beginning of period ..........   $ 174,955    $ 144,100    $ 144,100

Additions/(Deductions)
  Provisions charged to operating expense       9,000        9,000       36,000
  Recoveries credited to allowance ......       1,894          435        1,381
  Loans charged-off .....................      (4,801)      (2,155)      (6,526)

Balance at end of period ................   $ 181,048    $ 151,380    $ 174,955
</TABLE>
                                   Continued
<PAGE>
<TABLE>
                          HURON NATIONAL BANCORP, INC.
     NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(continued)

                                                          March 31,                                   December 31,
                                              1997          1996          1996
<S>                                          <C>           <C>           <C>
Past due 90 days or more .............       $20,481            $-            $-
Nonaccrual ...........................         2,072         3,224        36,952
Restructured .........................        17,697        48,035             0

     Totals ..........................       $40,250       $51,259       $36,952
</TABLE>

     Loans past due ninety days or more, nonaccruals and restructured loans have
     adequate levels of collateral and/or loans are guaranteed and the Bank does
     not expect any significant loss.

5.   The  provision  for income  taxes  represents  federal  income tax  expense
     calculated  using  annualized  rates on taxable income generated during the
     respective periods.

6.   Earnings and  dividends per share are computed  using the weighted  average
     number of shares outstanding. The number of shares used in the computations
     of earnings and dividends per share were 62,500 for 1997 and 1996.

7.   The accompanying unaudited consolidated financial statements should be read
     in  conjunction  with the notes to the  consolidated  financial  statements
     contained in the Annual Report for the year ended December 31, 1996.

8.   The results of the operations for the three months ended March 31, 1997 are
     not necessarily indications of results to be expected for the full year.

9.   As of March 31, 1997,  the Bank had  outstanding  commitments to make loans
     totaling $511,919 and outstanding letters of credit of $248,192.

                                   Continued
<PAGE>
                          HURON NATIONAL BANCORP, INC.
                 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following discussion and analysis of financial condition and results of
operations provides additional  information to assess the consolidated financial
statements of the Registrant  and its  wholly-owned  subsidiary.  The discussion
should be read in conjunction with those statements.

Introduction

     The Bank was organized in 1980 under the laws of the United States. Located
in a rural northern  Michigan area,  this community bank has achieved a moderate
growth pattern consistent with maintaining a reasonable capital to asset ratio.


Summary of Financial Position

     Total assets at March 31, 1997  increased  from December 31, 1996 by 3.12%,
or $946,203.  This increase  primarily was the result of an increase in deposits
of $883,490.  Since deposits increased and loans were essentially unchanged, the
loan to deposit  ratio  decreased  from 69.53% at December 31, 1996 to 68.09% at
March 31, 1997. The allowance for loan losses was increased by $6,093.

     During the first quarter of 1997, the Bank has seen a migration of balances
from noninterest  bearing transaction  accounts to interest-bearing  transaction
accounts and time deposits. These deposits increased by $1,053,285 as depositors
are committing  funds for an extended period of time due to interest rates.  The
increase in total deposits of 3.20% or $883,490, from December 31, 1996 to March
31, 1997 is also impacted by changing deposit rate and service charge pricing by
institutions in Presque Isle County.

Results of Operations

     Net  income for the three  months  ended  March 31,  1997  totaled  $72,545
compared to $75,670 in 1996, a decrease of $3,125. The decrease is primarily the
result an increase in interest  expense on deposits of $28,468.  This amount was
offset by an increase in interest income of $26,125.


                                   Continued
<PAGE>
                          HURON NATIONAL BANCORP, INC.
                 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Results of Operations (continued)

     The  provision  for loan losses for the three month periods ended March 31,
1997, and 1996 was $9,000.  It is Management's  intention to provide an adequate
allowance for loan losses based on an ongoing  evaluation of the loan portfolio.
The  consistent  provision  reflects  Management's  assessment  that the overall
credit risk of the loan portfolio is generally unchanged.

     Non-interest  income for the three  months  ended  March 31,  1997  totaled
$30,647  compared to $37,743 in 1996.  The decrease was  primarily  related to a
reduction in service charges on returned checks, early redemption penaltites and
coin and currency fees.  There was a decrease of $5,581 in Other income compared
to March 31, 1996.

     Non-interest  expense for the three  months  ended  March 31, 1997  totaled
$196,181  compared to $196,251 at March 31, 1996. There were only slight changes
in the areas of Salaries and benefits and Premises and equipment.

     The effective  Federal income tax rate,  derived by dividing Federal income
tax expense by income before taxes,  was  approximately  28.2% and 31.4% for the
three month periods ended March 31, 1997 and 1996,  respectively.  This decrease
between  periods is primarily the result of an increase in interest income which
is exempt from Federal income tax.

Analysis of Net Interest Income

     The difference  between interest generated by the Bank's earning assets and
interest paid on  liabilities  is referred to as net interest  income,  the most
significant  component  of the  Bank's  earnings.  The  following  three  tables
summarize the components of and the changes in net interest income. For purposes
of this  analysis,  tax  exempt  interest  on  loans  and  investments  has been
increased to an amount  comparable to interest  subject to federal income taxes.
This taxable equivalent adjustment is based on a federal income tax rate of 34%.


                                   Continued
<PAGE>
                          HURON NATIONAL BANCORP, INC.
                 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Analysis of Net Interest Income (continued)
<TABLE>
Net Interest Income                                      Three Months Ended March 31,
(In Thousands)                                                 1997        1996
<S>                                                           <C>          <C>
Interest Income (fully taxable
 equivalent basis) ...................................        $574         $541
Interest Expense .....................................         287          258

Net Interest Income (fully taxable
 equivalent basis) ...................................        $287         $283

Increase in Net Interest Income ......................        $  4         $  4
Percent increase of Net Interest Income ..............        1.41%        1.43%
</TABLE>

     The two variables  that have the most  significant  effect on the change in
the net interest  income are volume and rate. The change in interest due to both
volume and rate has been  allocated to volume and rate changes in  proportion to
the relationship of the absolute dollar amounts of the change in each. As can be
seen from the two tables  below,  the Bank has  experienced  an  increase in net
interest  income due to increases in the volume of both interest  earning assets
and interest bearing liabilities.  However, a decreased margin almost completely
offset the benefits of the increase in volume. The rate paid on interest bearing
liabilities  increased  19 basis  points  because  growth was  centered  in time
deposits,  the most  costly  deposit  category.  Since  loan  volumes  increased
slightly, the additional deposits were invested in securities,  which have lower
yields than  loans.  This  resulted  in a slight  decrease in the gross yield on
interest  earning  assets  of 9 basis  points.  Consequently,  the net  yield on
interest  earning  assets  decreased from 4.45% for the three months ended March
31, 1996 to 4.18% for the same period in 1997. The increased  volume,  partially
offset by the decrease in margin, increased the net interest income by $4,719 on
a fully tax equivalent basis.
<TABLE>
Change in Net Interest Income                              1997 Over 1996
(In Thousands)                                             Change Due to:
Interest Income                                    Volume        Rate       Total
<S>                                                <C>         <C>         <C>
Loans ......................................       $ 42        $ (7)       $ 35
Taxable investment securities ..............         (9)         (5)        (14)
Nontaxable investment
 securities (fully taxable
 equivalent basis) .........................         21          (1)         20
Federal funds sold .........................         (8)          0          (8)
Total Interest Income ......................         46         (13)         33
Interest Expense
Interest bearing DDA .......................          0           0           0
Savings ....................................          1           0           1
Time deposits ..............................         20           8          28
Total Interest Expense .....................         21           8          29
Net Interest Income ........................       $ 25        $(21)       $  4


                                   Continued
</TABLE>
<PAGE>
                          HURON NATIONAL BANCORP, INC.
                 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Analysis of Net Interest Income (continued)

     The  table  below   summarizes  the  Bank's  average   balances,   interest
income/expense, interest rates and net yield on earning assets. The net yield on
earning assets  employs an effective cost of funds by recognizing  interest-free
liabilities and shareholders'  equity which fund earning assets, and is computed
by dividing net interest income by interest earning assets.
<TABLE>
Interest Rate Spread and Net                          Three Months Ended March 31,
Yield on Earning Assets                         1997                             1996
(In Thousands)                     Average                          Average
Assets                             Balance    Interest     Rate     Balance   Interest   Rate
<S>                                <C>        <C>          <C>      <C>       <C>        <C>
Loans ..........................   $19,429    $   450      9.39%   $17,621    $ 414      9.55%
Taxable investment
 securities ....................     4,877         73      6.10%     5,506       88      6.46%
Nontaxable investment
 securities (fully
 taxable equivalent
 basis) ........................     2,075         34      6.71%       770       14      7.13%
Federal funds sold .............     1,193         16      5.35%     1,815       24      5.37%
Other ..........................        38          1      6.09%        38        1      6.01%
Total Interest
 Earning Assets ................    27,612        574      8.43%    25,750      541      8.52%

Cash and due from banks ........     2,700       --         --       2,578       --       --
Other assets, net ..............       596       --         --         540       --       --
Total Assets ...................   $30,908       --         --     $28,868       --       --

Liabilities
Interest bearing DDA's .........   $ 4,516    $    33      2.99%    $4,537       34      3.02%
Savings ........................     6,340         43      2.75%     6,140       42      2.77%
Time deposits ..................    14,146        211      6.03%    12,808      182      5.78%
Total interest bearing
 liabilities ...................    25,002        287      4.65%    23,485      258      4.46%
DDA's ..........................     3,172       --         --       2,885       --       --
Other liabilities ..............       259       --         --         237       --       --
Shareholders' equity ...........     2,475       --         --       2,261       --       --
Total liabilities
 and equity ....................   $30,908       --         --     $28,868       --       --
Net Interest Income ............      --      $   287       --        --      $ 283       --
Net Yield on Interest
 Earning Assets ................      --         --        4.22%      --         --      4.45%
Net Interest Spread ............      --         --        3.78%      --         --      4.06%
Interest earning assets/interest
 bearing liabilities ...........      1.10%      --         --      1.10%        --       --
</TABLE>
                                   Continued
<PAGE>
                          HURON NATIONAL BANCORP, INC.
                 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Analysis of Net Interest Income (continued)

     Average balances for loans include  non-accrual,  restructured and impaired
loans.  The  inclusion of these loans does not have a material  effect on either
the average balance or the interest income.

Capital Management

     Huron National Bank believes that a strong capital position is paramount to
its continued profitability and continued depositor and investor confidence.  It
also  provides  Huron  National  Bank  flexibility  to take  advantage of growth
opportunities  and to accommodate  larger Bank loan  customers.  Regulators have
established  risk-based capital guidelines for banks and bank holding companies.
Because of the Corporation's and Bank's size,  regulatory  capital  requirements
apply only to the Bank.

     Under the guidelines, minimum capital levels are established for risk based
and total  assets.  For the risk  based  computation,  the ratio is based on the
perceived risk in asset categories and certain  off-balance-sheet items, such as
standby  letters of credit.  The  guidelines  define  Tier 1 capital  and Tier 2
capital.  Tier 1 capital  includes  common  shareholders'  equity,  while Tier 2
capital adds the allowance for loan losses.  Tier 1 capital cannot exceed Tier 2
capital.  Banks are  required to have ratios of Tier 1 capital to risk  weighted
assets of 4% and  total  capital  (Tier 1 plus Tier 2) of 8%. At March 31,  1997
Huron  National  Bank had  capital  ratios  well  above the  minimum  regulatory
guidelines.

     As of March 31, 1997,  the Bank's  consolidated  actual  capital levels and
minimum required levels were:
<TABLE>
                                                                               Minimum Required To
                                                        Minimum Required       Be Well Capitalized
                                                          For Capital         Under Prompt Corrective
                                 Actual                Adequacy Purposes        Action Regulations
                            Amount     Ratio           Amount     Ratio          Amount     Ratio
<S>                         <C>        <C>             <C>        <C>            <C>        <C>
Total capital (to risk
 weighted assets) .....     2,681      14.54%          1,475      8.00%          1,843      10.00%
Tier 1 capital (to risk  
 weighted assets) .....     2,500      13.56%            737      4.00%          1,106       6.00%
Tier 1 capital (to
 average assets) ......     2,500       8.09%          1,236      4.00%          1,545       5.00%
</TABLE>


                                   Continued
<PAGE>
                          HURON NATIONAL BANCORP, INC.
                 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Liquidity and Interest Rate Sensitivity

     The Bank's  principal  asset/liability  management  objectives  include the
maintenance  of adequate  liquidity and  appropriate  interest rate  sensitivity
while maximizing net interest income.

     The  Bank's  primary   sources  of  short  term  liquidity  are  short-term
investments  and the ability to raise money  through  federal  funds  purchased.
Longer term sources of liquidity  are through  longer term  investment  security
maturities  and loan  repayments,  as well as through  normal deposit growth and
negotiable  certificates of deposit.  The primary source of funds for the parent
company is the upstream of dividends from the Bank.

     Management  believes that the sources of liquidity are  sufficient  for the
Bank and parent company to continue with their current business plans.

     As  previously  noted,  interest  income  and  interest  expense  are  also
dependent on changing  interest rates. The relative impact of changing  interest
rates  on the net  interest  income  depends  on the  rate  sensitivity  to such
changes.  Rate  sensitivity  generally  depends  on  maturity  structures,  call
provisions,  repayment penalties etc. of the respective  financial  instruments.
The Bank's exposure or sensitivity to changing interest rates is measured by the
ratio of  rate-sensitive  assets to rate-sensitive  liabilities.  The Bank feels
that its rate sensitive  position is adequate in a normal interest rate movement
environment.


Gap Analysis

     The  following   table  reflects  how  Management  has  matched  assets  to
liabilities that mature or have the ability to reprice as of March 31, 1997:
<TABLE>
Assets                    0 - 90 Days     90-180 Days     181-365 Days    1 - 3 Years     3 Years +      Total
<S>                       <C>             <C>             <C>             <C>             <C>            <C>
Loans .................   $  1,610,528    $    945,135    $    731,029    $  4,559,037    $ 11,552,041   $ 19,397,770
Federal Funds .........      1,200,000               0               0               0               0      1,200,000
Investments ...........         71,065         499,652         869,202       4,042,019       1,461,782      6,943,720
   Total ..............      2,881,593       1,444,787       1,600,231       8,601,056      13,013,823     27,541,490

Liabilities
Interest-bearing
   transaction accounts      4,695,309               0               0               0               0      4,695,309

Savings ...............      6,541,539               0               0               0               0      6,541,539
Certificates of Deposit      4,614,891       3,106,444       1,611,695       2,794,290       1,978,274     14,105,594
   Total ..............     15,851,739       3,106,444       1,611,695       2,794,290       1,978,274     25,342,442

Asset (liabilities) GAP   ($12,970,146)   ($ 1,661,657)   ($    11,464)   $  5,806,766    $ 11,035,549   $  2,199,048

Cumulative GAP ........   ($12,970,146)   ($14,631,803)   ($14,643,267)   ($ 8,836,501)   $  2,199,048
</TABLE>
                                   Continued
<PAGE>
                          HURON NATIONAL BANCORP, INC.
                 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Gap Analysis (continued)

     Not included in the totals are non-accrual loans of $2,072,  impaired loans
of $20,481,  non-repricing  investments of $37,500 and matured  certificates  of
deposit of $15,000.

     The Bank's  cumulative  1 year GAP  position has  increased  slightly  from
($13,624,098)  at December 31, 1996 to ($14,641,850) at March 31, 1997 primarily
due to the  increase  in  certificates  of  deposits  maturing  within one year.
Management believes that the GAP overstates true interest sensitivity.  Interest
exposure is not as  significant  as expressed in the above  schedule as rates on
interest-bearing transaction and savings accounts may not reprice on an "instant
basis".  Management  believes  liabilities do not need to be repriced as soon as
rates  begin to move  which  gives  them a "lag  time" in the market and for the
assets  to  reprice.  It is also  their  belief  that  they are in a  sufficient
position to minimize the adverse effect for the change in interest rates.


Accounting Standards 

     On March 3, 1997, the Financial Accounting Standards Board issued Statement
128,  "Earnings  Per Share" (SFAS No. 128),  which is  effective  for  financial
statements  beginning with year end 1997.  Basic earnings per share for 1997 and
later will be calculated  solely on average common shares  outstanding.  Diluted
earnings  per share will  reflect the  potential  dilution of stock  options and
other common stock  equivalents.  All prior  calculations will be restated to be
comparable to the new methods. As the Bank has not had significant dilution from
stock options,  the new calculation methods will not significantly affect future
basic earnings per share and diluted earnings per share.
<PAGE>
                          HURON NATIONAL BANCORP, INC.
                                    PART II
                               OTHER INFORMATION


ITEM 1 - LEGAL PROCEEDINGS

     The  Corporation  is not involved in any material  legal  proceedings.  The
Corporation's sole subsidiary,  Huron National Bank (the "Bank"), is involved in
ordinary  routine  litigation  incident  to  its  business;   however,  no  such
proceedings  are  expected  to  result  in any  material  adverse  effect on the
operations  or earnings of the Bank.  Neither  the Bank nor the  Corporation  is
involved in any proceedings to which any director,  principal officer, affiliate
thereof,  or person who owns of record or beneficially five percent (5%) or more
of the outstanding stock of the Corporation or the Bank, or any associate of the
foregoing,  is a party or has a material  interest adverse to the Corporation or
the Bank.

ITEM 2 - CHANGES IN SECURITIES

No changes in securities  relevant to the  requirements of this section occurred
during the three months ended March 31, 1997.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

There have been no defaults upon senior securities  relevant to the requirements
of this section during the three months ended March 31, 1997.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There  have been no matters  submitted  to a vote of the  Registrant's  security
holders during the three months ended March 31, 1997.

ITEM 5 - OTHER INFORMATION

 No other information to report during the three months ended March 31, 1997.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

1.   Exhibits  required by Item 601 of Regulation  S-K. See Index to Exhibits on
     page 16.

2.   Reports on Form 8-K. No reports on Form 8-K were filed for the three months
     ended March 31, 1997.
<PAGE>
                          HURON NATIONAL BANCORP, INC.

                               INDEX TO EXHIBITS


The following  exhibits are filed or  incorporated  by reference as part of this
report:


2   Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession-
    Consolidation

    Agreement included in Amendment No. 1 to Form S-4 Registration Statement No.
    33-33874.

27  Financial data schedule


<PAGE>
                          HURON NATIONAL BANCORP, INC.

                                   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.



                                  HURON NATIONAL BANCORP, INC.





                                  By: /s/ Michael L. Cahoon
                                      Michael L. Cahoon
                                      President and Chief Executive Officer
                                  Dated: 5/5/97


                                  By: /s/ Paulette D. Kierzek
                                      Paulette D. Kierzek
                                      Chief Financial Officer
                                  Dated: 5/5/97

<PAGE>

<TABLE> <S> <C>


<ARTICLE>                                            9
<LEGEND>
     (Replace this text with the legend)
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-START>                                 JAN-01-1996
<PERIOD-END>                                   MAR-31-1997
<CASH>                                          3,025,336
<INT-BEARING-DEPOSITS>                                  0
<FED-FUNDS-SOLD>                                1,200,000
<TRADING-ASSETS>                                        0
<INVESTMENTS-HELD-FOR-SALE>                     1,995,867
<INVESTMENTS-CARRYING>                          4,947,853
<INVESTMENTS-MARKET>                            4,951,000
<LOANS>                                        19,380,600
<ALLOWANCE>                                       181,048
<TOTAL-ASSETS>                                 31,238,473
<DEPOSITS>                                     28,477,500
<SHORT-TERM>                                            0
<LIABILITIES-OTHER>                               253,535
<LONG-TERM>                                             0
                                   0
                                             0
<COMMON>                                          625,000
<OTHER-SE>                                      1,883,211
<TOTAL-LIABILITIES-AND-EQUITY>                 31,238,473
<INTEREST-LOAN>                                   449,860
<INTEREST-INVEST>                                  96,049
<INTEREST-OTHER>                                   16,305
<INTEREST-TOTAL>                                  562,214
<INTEREST-DEPOSIT>                                286,663
<INTEREST-EXPENSE>                                286,663
<INTEREST-INCOME-NET>                             275,551
<LOAN-LOSSES>                                       9,000
<SECURITIES-GAINS>                                      0
<EXPENSE-OTHER>                                   196,181
<INCOME-PRETAX>                                   101,018
<INCOME-PRE-EXTRAORDINARY>                        101,018
<EXTRAORDINARY>                                         0
<CHANGES>                                               0
<NET-INCOME>                                       72,545
<EPS-PRIMARY>                                           1
<EPS-DILUTED>                                           1
<YIELD-ACTUAL>                                       4.18
<LOANS-NON>                                         2,072
<LOANS-PAST>                                            0
<LOANS-TROUBLED>                                        0
<LOANS-PROBLEM>                                         0
<ALLOWANCE-OPEN>                                  174,955
<CHARGE-OFFS>                                       4,801
<RECOVERIES>                                        1,894
<ALLOWANCE-CLOSE>                                 181,048
<ALLOWANCE-DOMESTIC>                              181,048
<ALLOWANCE-FOREIGN>                                     0
<ALLOWANCE-UNALLOCATED>                           123,715
        


</TABLE>


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