<PAGE>
United States Securities and Exchange Commission Washington, DC 20549
FORM 10-Q
{X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
{} TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
for the transition period from__________to__________
COMMISSION FILE NUMBER: 000-22523
UNION NATIONAL BANCORP, INC. (Exact name of registrant as specified in its
charter)
MARYLAND 52-0514247
(State of incorporation) (I.R.S. identification number)
117 East Main Street, (410) 848-7200
Westminster, MD 21157 (Telephone number)
(Address of principal
executive offices)
Indicated 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
filing requirements for the past 90 days.
YES {X} NO {}
The number of shares of common stock outstanding as of April 14, 1998 is
1,679,358 shares.
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TABLE OF CONTENTS
Union National Bancorp, Inc.
<TABLE>
<CAPTION>
<S> <C>
PART I--FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Balance Sheet 2
Consolidated Statement of Income 3
Consolidated Comprehensive Statement of Income 3
Consolidated Statement of Cash Flows 4
Notes to Consolidated Financial Statements 5
ITEM 2. Management's Discussion and Analysis 5-9
PART II--OTHER INFORMATION 9
</TABLE>
<PAGE>
Part 1 Financial Information
Item 1 Financial Statements
Union National Bancorp, Inc.
Consolidated Balance Sheets
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
-------------- --------------
(Unaudited)
<S> <C> <C>
ASSETS
Cash and due from banks.......................................................... $ 6,310,869 $ 7,870,449
Interest bearing deposits in other banks......................................... 12,202 25,108
Federal funds sold............................................................... 17,877,697 6,072,396
Investment securities available for sale-at fair value........................... 64,326,163 58,770,760
Investment securities held to maturity-at amortized cost--fair value of
$13,587,510 (1998) and $13,647,089 (1997)...................................... 12,349,883 13,419,839
Loans............................................................................ 159,064,278 158,347,687
Less: allowance for credit losses................................................ (1,760,093) (1,793,112)
-------------- --------------
Loans--net....................................................................... 157,304,185 156,554,575
Premises and equipment........................................................... 4,265,158 4,205,824
Foreclosed real estate........................................................... 215,000 215,000
Accrued interest receivable...................................................... 1,638,971 1,708,814
Other assets..................................................................... 1,542,947 1,938,115
-------------- --------------
TOTAL ASSETS..................................................................... $ 265,843,075 $ 250,780,880
-------------- --------------
-------------- --------------
LIABILITIES
Deposits:
Non-interest bearing deposits................................................ $ 24,302,802 $ 26,096,600
Interest bearing deposits.................................................... 189,972,258 179,542,196
-------------- --------------
Total deposits............................................................ 214,275,060 205,638,796
Short-term borrowings............................................................ 19,337,162 13,776,373
Federal Home Loan Bank Borrowing................................................. 10,000,000 10,000,000
Accrued expenses and other liabilities........................................... 1,660,845 1,301,385
-------------- --------------
Total liabilities......................................................... 245,273,067 230,716,554
-------------- --------------
STOCKHOLDERS' EQUITY
Common stock--$.01 par; 10,000,000 shares authorized; 1,674,870 shares in March
1998 1,674,800 shares in 1997 issued and outstanding........................... 16,748 16,748
Capital surplus.................................................................. 8,469,115 8,469,115
Accumulated other comprehensive income........................................... 182,261 149,136
Retained earnings................................................................ 11,901,884 11,429,327
-------------- --------------
Total stockholders' equity................................................ 20,570,008 20,064,326
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY................................ $ 265,843,075 $ 250,780,880
-------------- --------------
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</TABLE>
2
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Union National Bancorp, Inc.
Consolidated Statements of Income (Unaudited)
<TABLE>
<CAPTION>
Three Months Ending
March 31,
1998 1997
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<S> <C> <C>
INTEREST INCOME:
Interest and fees on loans....................................................... $ 3,586,603 $ 3,346,866
Interest and dividends on investment securities:
Taxable interest on mortgage backed securities................................. 523,020 329,978
Other taxable interest & dividends............................................. 514,918 534,417
Nontaxable interest............................................................ 74,010 77,577
Interest on deposits in other banks.............................................. 495 2,238
Interest on federal funds sold................................................... 179,202 90,474
------------ ----------
Total interest income........................................................ 4,878,249 4,381,550
------------ ----------
INTEREST EXPENSE:
Interest on deposits:
Time certificates of deposit of $100,000 and more.............................. 275,278 281,845
Other deposits................................................................. 1,721,093 1,606,921
------------ ------------
Total interest on deposits................................................... 1,996,371 1,888,766
Interest on short-term borrowings................................................ 148,735 99,251
Interest on Federal Home Loan Bank borrowings.................................... 138,010 0
------------ ------------
Total interest expense....................................................... 2,283,116 1,988,017
------------ ------------
NET INTEREST INCOME................................................................. 2,595,133 2,393,533
PROVISION FOR CREDIT LOSSES......................................................... 85,000 60,000
------------ ------------
NET INTEREST INCOME AFTER
PROVISION FOR CREDIT LOSSES....................................................... 2,510,133 2,333,533
------------ ------------
NONINTEREST INCOME:
Service charges on deposit accounts.............................................. 255,024 226,340
Other service charges............................................................ 107,413 76,330
Other operating income........................................................... 17,554 18,033
------------ ------------
Total noninterest income..................................................... 379,991 320,703
------------ ------------
NONINTEREST EXPENSES:
Salaries and employee benefits................................................... 1,089,443 1,023,354
Occupancy expense of bank premises............................................... 208,166 176,000
Equipment expenses............................................................... 93,411 91,160
Other operating expenses......................................................... 574,947 493,521
------------ ------------
Total noninterest expenses................................................... 1,965,967 1,784,035
------------ ------------
INCOME BEFORE INCOME TAXES.......................................................... 924,157 870,201
PROVISION FOR INCOME TAXES.......................................................... 284,114 286,114
------------ ------------
NET INCOME.......................................................................... $ 640,043 $ 584,087
------------ ------------
------------ ------------
BASIC AND DILUTED EARNINGS PER COMMON SHARE......................................... $ 0.38 $ 0.35
------------ ------------
Consolidated Comprehensive Statements of Income (Unaudited)
Net Income.......................................................................... $ 640,043 $ 584,087
Other comprehensive income, before tax:
Unrealized holding gains (losses) arising during period........................... 27,105 (9,046)
------------ ------------
Other comprehensive income, before tax......................................... 27,105 (9,046)
Income tax (expense) benefit related to items of other comprehensive income......... (8,402) 2,804
------------ ------------
Other comprehensive income, net of taxes....................................... 18,703 (6,242)
COMPREHENSIVE INCOME................................................................ $ 658,746 $ 577,845
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</TABLE>
3
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Union National Bancorp
Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
Three Months Ending
March 31,
1998 1997
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income..................................................................... $ 640,043 $ 584,087
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses.................................................. 85,000 60,000
Depreciation and amortization................................................ 154,850 146,550
Deferred income taxes........................................................ 2,117 4,652
Net decrease (increase) in accrued interest receivable....................... 69,842 (79,873)
Net increase (decrease) in accrued expenses& other liabilities............... 359,460 261,825
Other--net................................................................... 380,891 (46,562)
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Net cash provided by operating activities................................. 1,692,203 930,679
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of available for sale securities..................................... (19,725,102) (8,811,122)
Proceeds from maturities of available for sale securities...................... 14,182,820 606,418
Proceeds from maturities of held to maturity securities........................ 1,102,124 842,204
Net increase in loans.......................................................... (834,611) 1,698,971
Bank premises and equipment acquired........................................... (214,184) (59,617)
Net cash used in investing activities........................................ (5,488,953) (5,723,146)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits....................................................... 8,662,746 1,427,201
Net increase (decrease) in short-term borrowings............................... 5,560,789 10,263,363
Cash dividends paid............................................................ (167,487) (125,100)
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Net cash provided by finacing activities.................................. 14,056,048 11,565,464
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NET INCREASE IN CASH AND CASH EQUIVALENTS........................................ 10,259,298 6,772,997
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR................................... 13,967,953 15,953,932
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CASH AND CASH EQUIVALENTS AT END OF YEAR......................................... $ 24,227,251 $ 22,726,929
------------- -------------
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid.................................................................. $ 2,259,392 $ 1,988,018
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------------- ------------
Income taxes paid.............................................................. 285,000 287,000
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4
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Union National Bancorp, Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 1--The accompanying unaudited consolidated financial statements for
Union National Bancorp, Inc. ("Company") have been prepared in accordance
with the instructions for Form 10-Q and, therefore do not include all
information and footnotes required by generally accepted accounting
principles for complete financial statements. The interim financial
statements have been prepared utilizing the interim basis of reporting and,
as such, reflect all adjustments which are normal and recurring in nature and
are, in the opinion of management, necessary for fair presentation of the
results for the periods presented. The results of operations for the interim
periods are not necessarily indicative of the results for the full year.
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Overview
This section of the report contains forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, including
statements relating to the Company's beliefs, expectations, anticipations and
plans regarding, among other things, general economic trends. interest rates,
product expansions and other matters. Such statements are subject to numerous
uncertainties, such as federal monetary policy, inflation, employment,
profitability and consumer confidence levels, the health of the real estate
and construction market in the Company's market area, the Company's ability
to develop and market new products and to enter new markets, and other
factors, and as such, there can be no assurance that future events will
develop in accordance with the forward looking statements contained herein.
In 1994, Union National Bancorp, Inc. commenced operations as the parent
company of its sole subsidiary, The Union National Bank of Westminster,
("Bank") which has conducted the business of banking since 1816. Since the
Bank is the primary possession of the holding company, the assets and
liabilities of the holding company are made up almost entirely of its
investment in the Bank. The Company's principal source of income is from
dividends reveived from the bank.
Total assets were $265.8 million at March 31, 1998, an increase of $28.7
million or 12.1% over one year earlier. The primary funding source for the
asset growth is strong growth in investments from our customers in sweep
accounts and certificates of deposit. Loan volumes increased throughout 1997
and have continued to increase in 1998. As demand increases other funding
sources are being explored to sustain this growth. For example, the Bank has
taken advantage of competitive rate on borrowings from the Federal Home Loan
Bank.
Net income rose 55,956 in the first three months of 1998 to $640,043 from
net income of $584,087 in the same period of 1997. The annualized return on
average assets for the three month period ended March 31, 1998 and 1997 was
1.02% and 1.05%, respectively. The annualized return on average equity was
12.90% for the three months ended March 31, 1998 and was 13.04% for the three
months ended March 31, 1997.
Securities Portfolio
Total holdings in the investment portfolio at March 31, 1998 were
$76,675,982 and at year-end were $72,190,599 in 1997. In aggregate,
investment securities increased $4,485,383 or 6.21% in the first three months
of 1998. The table below presents the securities portfolio mix as March 31,
1998 when compared to 1997 at year end.
<TABLE>
<CAPTION>
Available-for-Sale Held-to-Maturity
March 31,1998 December 31,1997 March 31,1998 December 31,1997
------------- ---------------- ------------- ----------------
<S> <C> <C> <C> <C>
U.S. government securities and agencies...... $25,574,233 $ 37,011,558 $ 825,488 $ 879,382
State & county municipals.................... 582,100 577,400 4,975,169 5,233,663
Government mortgaged-backed.................. 36,751,205 19,786,641 6,549,207 7,306,794
Other securities............................. 1,418,580 1,395,161 -- --
------------- ---------------- ------------- ----------------
Total Investment Securities............. $64,326,118 $ 58,770,760 $12,349,864 $ 13,419,839
------------- ---------------- ------------- ----------------
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</TABLE>
5
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Loan Portfolio
Total loans outstanding on March 31, 1998 were $159,064,278 and on
December 31,1997 were $158,347,687. The loan portfolio increased $716,591 in
the first three months of the year. The loan portfolio represented 59.8% of
total assets on March 31, 1998 and 63.1% of total assets on December 31,1997.
<TABLE>
<CAPTION>
March 31,1998 December 31,1997
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<S> <C> <C>
Construction and land development............................................... $ 7,952,203 $ 5,893,105
Residential real estate--mortgages.............................................. 42,257,409 43,761,573
Commercial real estate--mortgages............................................... 61,303,625 57,485,007
Commercial...................................................................... 27,035,524 29,034,766
Consumer........................................................................ 20,920,299 22,609,757
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Gross Loans................................................................. 159,469,060 158,784,208
Net deferred loan fees and cost................................................. (404,782) (436,521)
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Total Loans................................................................. 159,064,278 158,347,687
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</TABLE>
The Company's loan portfolio is composed of commercial and residential
real estate secured loans, commercial loans, and consumer installment loans.
Most residential mortgages are held for investment purposes and the majority
have a loan to value ratio of less than 80%. For those having a loan to value
ratio greater than 80%, Private Mortgage Insurance is required to reduce
risk. The Company is involved in selling mortgages on the secondary market.
Both commercial real estate-secured, lines of credit, tax-exempt loans
through local municipalities, and demand notes consist of well seasoned
credits and new ventures that are well collaterlized. The consumer portfolio
is comprised of installment loans for purposes such as vehicle purchases,
debt consolidation, home improvement, and indirect auto loans purchased from
approximately six dealerships. In 1997, indirect lending decreased
significantly as a percentage of the total consumer portfolio. Continued
emphasis during the first three months of 1998 has been in home equity loans
(fixed term and variable rate lines of credit) which are secured by the
borrowers residence. Use of debt to income ratios and recent Credit Bureau
scores assist to minimize losses in the consumer portfolio. The Company does
not engage in foreign lending, and involvement with speculative real estate
and land development are minimal. The Company strives meet the needs of the
community by lending in the Carroll County market area.
Allowance for Credit Losses
Analysis of the Allowance for Credit Losses
<TABLE>
<CAPTION>
Description Amount
<S> <C> <C>
Balance at beginning of period 1/1/98 $ 1,793,112
------------
Loans charged off 136,634
Recoveries 18,615
Provision charged to operating expenses 85,000
Balance at end of period 3/31/98 $ 1,760,093
Allowance for credit losses as a percentage of average total loans First three months 1.11%
</TABLE>
The methodology used in determining the allowance is calculated quarterly
and is applied in accordance with Banking Circular 201 and assesses risk
based on the following categories: levels of and trends in delinquencies and
non accruals, trend in volume and terms of loans, effects of any change in
lending policies and procedures, experience, ability, and depth of lending
management and staff, national and local economic trends and conditions, and
concentrations of credit that may effect loss experience. In addition,
historical loss data for both our bank and peers are considered. A "reserve
range" is determined from this process. A comparison is than made of the
actual allowance balance to the estimated potential loss in the entire
portfolio and portfolio growth to determine current period provision for
credit losses.
6
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Deposits
The Company uses deposits as the primary source for funding asset growth.
The Company has experienced continuous growth of deposits, especially in
certificates of deposit. The Company offers individuals, businesses and
non-profit organizations a variety of accounts. These accounts, including
checking, savings, money market, and certificates of deposits, are obtained
primarily from the communities which the Company serves.
Total deposits were $214,275,060 on March 31, 1998 and $205,638,796 on
December 31, 1997. Certificates of deposits which grew $4.2 million or 2.0%,
represents 52.5% of the total deposit portfolio. In addition, checking
accounts, money market. regular savings, and public fund accounts maintained
steady growth of $4.3 million or 4.3%. Management continues to develop
competitive products and rates to spur continuous growth in core deposits.
Short-Term Borrowings
Short-term borrowings consist of federal funds purchased, repurchase
agreements, and borrowings from the Federal Reserve Bank or the Federal Home
Loan Bank and correspondent bank lines.
Securities sold under agreement to repurchase have averaged $11,524,965
during the first three months of 1998 compared to $7,980,315 in the same
period of 1997. At March 31, 1998 they totaled $19,337,162 and at year-end
1997, they totaled $13,776,373.
In the third quarter of 1997 the Bank borrowed $10,000,000 from the
Federal Home Loan Bank. These funds were obtained to promote further growth
in the loan and security portfolio's. Management believes the spread between
the cost of funds on these borrowing and investment return in the loan
portfolio will increase the Bank's net interest margin.
Liquidity
Traditionally, the Bank has maintained a strong liquidity position due to
its concentration of core deposits such as regular savings and checking
accounts. The Bank considers a high percentage of its money market accounts
and certificates of deposit as core deposits. Federal funds sold is the
Bank's most liquid earning asset. Other sources include securities classified
as available for sale. In addition to these sources, the Bank has lines of
credit totaling $33 million available from correspondent banks as of March
31, 1998.
On March 31, 1998 securities available for sale and federal funds sold
totaled $80,334,458 compared with 64,843,156 on December 31, 1997. These
funds averaged $69,817,362 at March 31, 1998 and $58,427,657 in 1997.
Liquidity is also provided by managing the maturities of loans, securities,
and certificates of deposit.
Capital Management
The Company's capital position is presented in the following table:
<TABLE>
<CAPTION>
March 31, December 31 For Capital
1998 1997 Adequacy Purposes
------------- --------------- ---------------------
<S> <C> <C> <C>
Tier 1 capital to risk weighted assets.............................. 11.8% 11.7% 4.0%
Total capital to risk weighted assets............................... 12.9% 12.8% 8.0%
Capital leverage ratio.............................................. 8.3% 8.0% 4.0%
</TABLE>
Net Interest Income
Net interest income is the major component of the Bank's earnings, and it
consists of the excess of interest income from earning assets less the
expense of interest-bearing liabilities. Earning assets are composed
primarily of loans and securities, while deposits and short-term borrowings
represent the major portion of interest-bearing liabilities. Changes in the
volume and mix of these assets and liabilities, as well as changes in the
yields earned and rates paid, are determinants of the changes in net interest
income. The net interest margin is calculated based on tax-equivalent net
interest income (income plus the tax savings from tax-exempt loans and
investments) divided by average earning assets and represents the Bank's net
yield on its earning assets.
7
<PAGE>
For the first three months net interest income before provision for loan
losses was $2,595,133 in 1998, $2,393,533 in 1997. This represents an
increase of $201,600 or (8.4%) for 1998. Managing the net interest margin is
one of the primary focuses of the Asset / Liability Committee. Monthly, the
committee examines the "gap" and it's assumptions for their validity, and
assesses the margins movement relative to these factors. The net interest
spread represents the different between the yield on earning assets and the
cost of interest bearing liabilities, which declined slightly to 3.86% in the
first three months of 1998 from 3.92% at December 31, 1997.
Noninterest Income
Total noninterest income for the first three months of 1998 was $379,991
up $59,288 or 18.5% from $320,703 for the first three months in 1997. Service
charges on deposit accounts increases $28,684 as a resualt of the Bank
beginning to charge foreign ATM activity, a practice all other local
competitors have been practicing. Additional off sight ATM's are planned in
the near future to further increase noninterest income. Also, the bank plans
to introduce its debit card product in the second quarter of 1998.
Noninterest Expense
Noninterest expense for the first three months of 1998 was $1,965,967 an
increase of $181,932 or 10.2% from $1,784,035 in 1997.
In the first three months of 1998 salaries and benefits totaled
$1,089,443, up $66,089 or 6.5% from $1,023,354 in the first three months of
1997. Personnel expense is the largest segment of noninterest expense. It
represented 55.4% of the total for the three month ended March 31, 1998. The
addition of key loan personnel to manage the increasing portfolio is the main
factor in this increase.
Occupancy and equipment expenses for the first three months totaled
$301,577 in 1998, an increase of $34,417 or 12.9% from $267,160 for the first
three months of 1997. This increase is primarily due to depreciation expense
and expanding our branch network into the Mount Airy
Other operating expense totaled $574,947 for the first three months of
1998, an increase of $81,426 or 16.5% from $493,521 for the first three
months of 1997. This increase is partially due to the additional start up and
operational costs associated with the new Mount Airy branch.
PART II--OTHER INFORMATION
None
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.
Union National Bancorp, Inc. (Registrant)
April 27, 1998 By: /s/ Virginia W. Smith
---------------------
Virginia W. Smith
President and Chief Executive Officer
April 27,1998 By: /s/ Gabrielle M. Peregoy
----------------------------
Gabrielle M. Peregoy
Vice President
8
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<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FOR UNION
NATIONAL BANCORP'S FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND IS
QUALIFIED IN IT'S ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 6,310,869
<INT-BEARING-DEPOSITS> 12,202
<FED-FUNDS-SOLD> 17,877,697
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 64,326,163
<INVESTMENTS-CARRYING> 12,349,883
<INVESTMENTS-MARKET> 0
<LOANS> 159,064,278
<ALLOWANCE> 1,760,093
<TOTAL-ASSETS> 265,843,075
<DEPOSITS> 214,275,060
<SHORT-TERM> 19,337,162
<LIABILITIES-OTHER> 1,660,845
<LONG-TERM> 10,000,000
0
0
<COMMON> 16,748
<OTHER-SE> 20,553,260
<TOTAL-LIABILITIES-AND-EQUITY> 265,843,075
<INTEREST-LOAN> 3,586,603
<INTEREST-INVEST> 1,111,948
<INTEREST-OTHER> 179,697
<INTEREST-TOTAL> 4,878,249
<INTEREST-DEPOSIT> 1,996,371
<INTEREST-EXPENSE> 2,283,116
<INTEREST-INCOME-NET> 2,595,133
<LOAN-LOSSES> 85,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1,965,967
<INCOME-PRETAX> 924,157
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 640,043
<EPS-PRIMARY> 0.01
<EPS-DILUTED> 0.01
<YIELD-ACTUAL> 8.18
<LOANS-NON> 1,085,556
<LOANS-PAST> 499,938
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 2,915,121
<ALLOWANCE-OPEN> 1,793,112
<CHARGE-OFFS> 136,634
<RECOVERIES> 18,615
<ALLOWANCE-CLOSE> 1,760,093
<ALLOWANCE-DOMESTIC> 1,760,093
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
