Form 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30,2003
_____________________________
OR
[ ] 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 0-19214
____________________________________________
Union National Financial Corporation
________________________________________________________________
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2415179
___________________________________ _______________________
(State of Incorporation) (I.R.S. Employer ID No.)
101 East Main Street, P.O. Box 567, Mount Joy, PA 17552
___________________________________________________ ________
(Address of principal executive offices) Zip Code
(717) 653 - 1441
_________________________________________________________________
(Registrant's telephone number, including area code)
Not Applicable
_________________________________________________________________
(Former name, former address, & former fiscal year,
if changed since last report)
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 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 practicable
date.
2,508,037 shares of $.25 (par) common stock were
_________________
outstanding as of August 8, 2003.
_______________
UNION NATIONAL FINANCIAL CORPORATION
10Q INDEX Page
#
PART I - FINANCIAL INFORMATION: _________
_______________________
Item 1 - Financial Statements
- Consolidated Statements of Financial Condition 1
- Consolidated Statements of Income 2
- Consolidated Statements of Comprehensive Income 2
- Consolidated Statements of Cash Flows 3
- Notes to Consolidated Financial Statements 4-5
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 6-16
Item 3 - Quantitative and Qualitative Disclosures About
Market Risk 17-18
Item 4 - Controls and Procedures 18
PART II - OTHER INFORMATION
_________________
Item 1 - Legal Proceedings 19
Item 2 - Changes in Securities and Use of Proceeds 19
Item 3 - Defaults Upon Senior Securities 19
Item 4 - Submission of Matters to a Vote of
Security Holders 19
Item 5 - Other Information 19
Item 6 - Exhibits and Reports on Form 8-K 19-20
Exhibit 31.1 - Certification of Principal Executive 21-23
Officer Pursuant to Exchange Act Rules
13a-14(a)/15d-14(a) as Added by
Section 302 of the Sarbanes-Oxley Act
of 2002
Exhibit 31.2 - Certification of Principal Financial 24-26
Officer Pursuant to Exchange Act Rules
13a-14(a)/15d-14(a) as Added by
Section 302 of the Sarbanes-Oxley Act
of 2002
Exhibit 32 - Certification of Principal Executive 27-28
Officer and Principal Financial Officer
Pursuant to 18 U.S.C. Section 1350 as
Added by Section 906 of the Sarbanes-
Oxley Act of 2002
Signature Page 29
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Union National Financial Corporation
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)
(Dollars in thousands, except per share data)6/30/03 12/31/02
_________ _________
ASSETS
Cash and Due from Banks $ 8,716 $ 7,215
Interest-Bearing Deposits in Other Banks 708 70
Federal Funds Sold - 2,260
Short-Term Investments - 5,000
_________ _________
Total Cash and Cash Equivalents 9,424 14,545
Investment Securities Available-for-Sale 112,969 90,679
Loans Held for Sale 344 892
Loans(Net of Unearned Income) 196,694 199,065
Less: Allowance for Loan Losses (1,840) (1,812)
_________ _________
Net Loans 194,854 197,253
Premises and Equipment - Net 6,228 6,320
Restricted Investment in Bank Stocks 4,086 3,772
Other Assets 7,042 7,048
_________ _________
TOTAL ASSETS $ 334,947 $ 320,509
========= =========
LIABILITIES
Deposits:
Noninterest-Bearing $ 28,555 $ 31,141
Interest-Bearing 200,358 192,209
_________ _________
Total Deposits 228,913 223,350
Short-Term Borrowings 6,328 3,387
Long-Term Debt 70,439 65,299
Other Liabilities 1,486 1,738
_________ _________
TOTAL LIABILITIES 307,166 293,774
STOCKHOLDERS' EQUITY
Common Stock (Par Value $.25 per share) 691 688
Shares: Authorized - 20,000,000; Issued -
2,764,101 in 2003 (2,753,243 in 2002)
Outstanding - 2,501,410 in 2003 (2,517,469
in 2002)
Surplus 9,124 8,939
Retained Earnings 21,200 20,319
Accumulated Other Comprehensive Income 1,581 1,120
Treasury Stock - 262,691 shares in
2003 (235,774 in 2002), at cost (4,815) (4,331)
_________ _________
TOTAL STOCKHOLDERS' EQUITY 27,781 26,735
_________ _________
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 334,947 $ 320,509
========= =========
The accompanying notes are an integral part of the
consolidated financial statements.
Union National Financial Corporation
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Dollars in thousands, except per share data)
Three Months Ended June 30,
____________________________
2003 2002
_____________ _____________
INTEREST INCOME
Interest and Fees on Loans $ 3,514 $ 3,838
Investment Securities:
Taxable Interest 682 734
Tax-Exempt Interest 308 268
Dividends 25 28
Other 19 10
_____________ _____________
Total Interest Income 4,548 4,878
INTEREST EXPENSE
Deposits 872 1,172
Short-Term Borrowings 5 13
Long-Term Debt 928 820
_____________ _____________
Total Interest Expense 1,805 2,005
_____________ _____________
Net Interest Income 2,743 2,873
PROVISION for LOAN LOSSES 39 59
_____________ _____________
Net Interest Income after Provision
for Loan Losses 2,704 2,814
OTHER OPERATING INCOME
Income from Fiduciary Activities 42 32
Service Charges on Deposit Accounts 254 246
Other Service Charges, Commissions, Fees 295 267
Investment Securities Gains 12 140
Mortgage Banking Activities 495 91
Other Income 81 76
_____________ _____________
Total Other Operating Income 1,179 852
OTHER OPERATING EXPENSES
Salaries and Wages 1,272 1,155
Employee Benefits 286 280
Net Occupancy Expense 164 180
Furniture and Equipment Expense 145 160
Professional Fees 90 89
Data Processing Services 176 141
Pennsylvania Shares Tax 65 67
Advertising and Marketing Expenses 54 61
ATM Processing Expenses 70 65
Other Expenses 498 421
_____________ _____________
Total Other Operating Expenses 2,820 2,619
_____________ _____________
Income before Income Taxes 1,063 1,047
PROVISION for INCOME TAXES 208 215
_____________ _____________
NET INCOME for PERIOD $ 855 $ 832
============= =============
PER SHARE INFORMATION
Net Income for Period - Basic $ 0.34 $ 0.32
Net Income for Period - Assuming
Dilution 0.34 0.32
Cash Dividends 0.155 0.140
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(UNAUDITED)
Net Income for Period $ 855 $ 832
Other Comprehensive Income, Net of Tax:
Unrealized Holding Gains on Investment
Securities Available-for-Sale Arising
During Period 471 453
Unrealized Holding Losses on Investment
Securities Transferred to Available-
for-Sale During Period - (27)
Reclassification Adjustment for Gains
Included in Net Income (8) (92)
_____________ _____________
Total Other Comprehensive Income 463 334
_____________ _____________
COMPREHENSIVE INCOME for PERIOD $ 1,318 $ 1,166
============= =============
The accompanying notes are an integral part of the consolidated
financial statements.
Union National Financial Corporation
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Dollars in thousands, except per share data)
Six Months Ended June 30,
____________________________
2003 2002
_____________ _____________
INTEREST INCOME
Interest and Fees on Loans $ 7,049 $ 7,785
Investment Securities:
Taxable Interest 1,367 1,513
Tax-Exempt Interest 587 535
Dividends 60 68
Other 29 25
_____________ _____________
Total Interest Income 9,092 9,926
INTEREST EXPENSE
Deposits 1,777 2,494
Short-Term Borrowings 12 30
Long-Term Debt 1,737 1,691
_____________ _____________
Total Interest Expense 3,526 4,215
_____________ _____________
Net Interest Income 5,566 5,711
PROVISION for LOAN LOSSES 46 85
_____________ _____________
Net Interest Income after Provision
for Loan Losses 5,520 5,626
OTHER OPERATING INCOME
Income from Fiduciary Activities 72 63
Service Charges on Deposit Accounts 492 502
Other Service Charges, Commissions, Fees 505 487
Investment Securities Gains 83 120
Mortgage Banking Activities 769 171
Other Income 153 153
_____________ _____________
Total Other Operating Income 2,074 1,496
OTHER OPERATING EXPENSES
Salaries and Wages 2,453 2,251
Employee Benefits 593 565
Net Occupancy Expense 362 344
Furniture and Equipment Expense 292 318
Professional Fees 216 243
Data Processing Services 335 286
Pennsylvania Shares Tax 121 133
Advertising and Marketing Expenses 111 121
ATM Processing Expenses 133 121
Other Expenses 919 833
_____________ _____________
Total Other Operating Expenses 5,535 5,215
_____________ _____________
Income before Income Taxes 2,059 1,907
PROVISION for INCOME TAXES 400 358
_____________ _____________
NET INCOME for PERIOD $ 1,659 $ 1,549
============= =============
PER SHARE INFORMATION
Net Income for Period - Basic $ 0.66 $ 0.60
Net Income for Period - Assuming
Dilution 0.65 0.60
Cash Dividends 0.310 0.265
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(UNAUDITED)
Net Income for Period $ 1,659 $ 1,549
Other Comprehensive Income, Net of Tax:
Unrealized Holding Gains on Investment
Securities Available-for-Sale Arising
During Period 516 133
Unrealized Holding Losses on Investment
Securities Transferred to Available-
for-Sale During Period - (27)
Reclassification Adjustment for Gains
Included in Net Income (55) (79)
_____________ _____________
Total Other Comprehensive Income 461 27
_____________ _____________
COMPREHENSIVE INCOME for PERIOD $ 2,120 $ 1,576
============= =============
The accompanying notes are an integral part of the consolidated
financial statements.
Union National Financial Corporation
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended June 30,
____________________________
(In thousands) 2003 2002
_____________ _____________
CASH FLOWS from OPERATING ACTIVITIES
Net Income $ 1,659 $ 1,549
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities:
Depreciation and Amortization 401 400
Provision for Loan Losses 46 85
Net Amortization of Investment
Securities' Premiums 820 294
Investment Securities Gains (83) (120)
Provision for Deferred Income Taxes 19 28
Increase in Cash-Surrender Value of
Bank-Owned Life Insurance (105) (107)
Gains on Loans Sold (618) (151)
Proceeds from Sales of Loans 17,065 5,979
Loans Originated for Sale (15,899) (5,294)
(Increase)/Decrease in Accrued
Interest Receivable (84) 31
Increase in Other Assets (172) (228)
Decrease in Other Liabilities (252) (270)
_____________ _____________
Net Cash Provided by
Operating Activities 2,797 2,196
CASH FLOWS from INVESTING ACTIVITIES
Proceeds from Sales of
Available-for-Sale Securities 11,645 19,056
Proceeds from Maturities of
Available-for-Sale Securities 15,131 10,062
Proceeds from Maturities of
Held-to-Maturity Securities - 495
Purchases of Available-for-Sale
Securities (49,105) (34,011)
Net Purchases of Restricted
Investments in Bank Stocks (314) (73)
Net Principal Collected on Loans 2,353 3,554
Purchases of Property and Equipment (198) (103)
_____________ _____________
Net Cash Used in
Investing Activities (20,488) (1,020)
CASH FLOWS from FINANCING ACTIVITIES
Net Increase in Demand Deposits
and Savings Accounts 10,535 2,873
Net Decrease in Time Deposits (4,972) (5,943)
Net Increase in Short-Term Borrowings 2,941 143
Proceeds from Issuance of Long-Term Debt 12,000 9,580
Payment on Long-Term Debt (6,860) (8,315)
Acquisition of Treasury Stock (484) (713)
Issuance of Common Stock 188 187
Cash Dividends Paid (778) (682)
_____________ _____________
Net Cash Provided by/(Used in)
Financing Activities 12,570 (2,870)
_____________ _____________
Net Decrease in Cash and Cash Equivalents (5,121) (1,694)
CASH and CASH EQUIVALENTS -
Beginning of Year 14,545 13,289
_____________ _____________
CASH and CASH EQUIVALENTS -
End of Period $ 9,424 $ 11,595
============= =============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash Payments for:
Interest $ 3,588 $ 4,427
Income Taxes 402 315
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING ACTIVITIES
Reclassification of Held-to-Maturity
Investment Securites to
Available-for-Sale $ - $ 10,358
The accompanying notes are an integral part of the consolidated
financial statements.
UNION NATIONAL FINANCIAL CORPORATION
MOUNT JOY, PENNSYLVANIA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The information contained in this interim report is unaudited
and subject to year-end adjustment and audit. However, in the
opinion of management, the information reflects all adjustments
necessary to present fairly the financial condition and results
of operations for the periods presented. All such adjustments
were of a normal, recurring nature. All material intercompany
transactions have been eliminated in consolidation. The results
of operations for the six-month period ended June 30, 2003, are
not necessarily indicative of the results to be expected for the
full year.
2. These statements should be read in conjunction with notes to
the financial statements contained in the 2002 Annual Report to
Stockholders.
3. The weighted-average number of shares of common stock
outstanding was as follows:
Basic Assuming Dilution
_________ _________________
Three months ended:
June 30, 2003 2,506,658 2,546,356
June 30, 2002 2,560,806 2,584,854
Six months ended:
June 30, 2003 2,508,339 2,541,086
June 30, 2002 2,570,082 2,589,921
4. As permitted by SFAS No. 123, Union National accounts for
stock-based compensation in accordance with Accounting Principles
Board Opinion (APB) No. 25. Under APB No. 25, no compensation
expense is recognized in the income statement related to any
options granted under Union National's stock option plans. The
pro forma impact to net income and earnings per share that would
occur if compensation expense was recognized, based on the
estimated fair value of the options on the date of the grant, is
as follows:
Three Months
Ended June 30,
______________
(In thousands, except per share data) 2003 2002
______________ ______________
Net Income - As Reported $ 855 $ 832
Less: Stock Based Compensation Cost (21) (119)
______________ ______________
Net Income - Pro Forma $ 834 $ 713
============== ==============
Net Income Per Share:
As Reported (Basic) $ 0.34 $ 0.32
As Reported (Assuming Dilution) 0.34 0.32
Pro Forma (Basic) 0.33 0.28
Pro Forma (Assuming Dilution) 0.33 0.28
Six Months
Ended June 30,
______________
(In thousands, except per share data)
2003 2002
______________ ______________
Net Income - As Reported $ 1,659 $ 1,549
Less: Stock Based Compensation Cost (59) (182)
______________ ______________
Net Income - Pro Forma $ 1,600 $ 1,367
============== ==============
Net Income Per Share:
As Reported (Basic) $ 0.66 $ 0.60
As Reported (Assuming Dilution) 0.65 0.60
Pro Forma (Basic) 0.64 0.53
Pro Forma (Assuming Dilution) 0.63 0.53
5. In January 2003, the Financial Accounting Standards Board
issued FASB Interpretation No. 46, "Consolidation of Variable
Interest Entities, an Interpretation of ARB No. 51". This
interpretation provides new guidance for the consolidation of
variable interest entities (VIEs) and requires such entities to
be consolidated by their primary beneficiaries if the entities do
not effectively disperse risk among parties involved. The
interpretation also adds disclosure requirements for investors
that are involved with unconsolidated VIEs. The disclosure
requirements apply to all financial statements issued after
January 31, 2003. The consolidation requirements apply
immediately to VIEs created after January 31, 2003, and are
effective for the first fiscal year or interim period beginning
after June 15, 2003, for VIEs acquired before February 1, 2003.
In April 2003, the Financial Accounting Standards Board issued
Statement No. 149, "Amendment of Statement 133 on Derivative
Instruments and Hedging Activities". This statement clarifies
the definition of a derivative and incorporates certain decisions
made by the Board as part of the Derivatives Implementation Group
process. This
statement is effective for contracts entered into or modified,
and for hedging relationships designated after June 30, 2003, and
should be applied prospectively. The provisions of the statement
that relate to implementation issues addressed by the Derivatives
Implementation Group that have been effective should continue to
be applied in accordance with their respective effective dates.
In May 2003, the Financial Accounting Standards Board issued
Statement No. 150, "Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity". This
statement requires that an issuer classify a financial instrument
that is within its scope as a liability. Many of these
instruments were previously classified as equity. This statement
was effective for financial instruments entered into or modified
after May 31, 2003, and otherwise was effective beginning July 1,
2003.
The provisions of the above interpretation and statements did not
have or are not expected to have a significant impact on the
financial condition or results of operations of Union National.
In November 2002, the Financial Accounting Standards Board (FASB)
issued FASB Interpretation No. 45 (FIN 45), "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others". This
interpretation expands the disclosures to be made by a guarantor
in its financial statements about its obligations under certain
guarantees and requires the guarantor to recognize a liability
for the fair value of an obligation assumed under certain
specified guarantees. FIN 45 clarifies the requirements of FASB
Statement No. 5, "Accounting for Contingencies". In general, FIN
45 applies to contracts or indemnification agreements that
contingently require the guarantor to make payments to the
guaranteed party based on changes in an underlying instrument
that is related to an asset, liability or equity security of the
guaranteed party, which would include financial standby letters
of credit. Certain guarantee contracts are excluded from both the
disclosure and recognition requirements of this interpretation,
including, among others, guarantees related to commercial letters
of credit and loan commitments. The disclosure requirements of
FIN 45 require disclosure of the nature of the guarantee, the
maximum potential amount of future payments that the guarantor
could be required to make under the guarantee and the current
amount of the liability, if any, for the guarantor's obligations
under the guarantee. The accounting recognition requirements of
FIN 45 are to be applied prospectively to guarantees issued or
modified after December 31, 2002. Adoption of FIN 45 did not
have a significant impact on Union National's financial condition
or results of operations.
Outstanding letters of credit written are conditional commitments
issued by Union National to guarantee the performance of a
customer to a third party. Union National's exposure to credit
loss in the event of nonperformance by the other party to the
financial instrument for standby letters of credit is represented
by the contractual amount of those instruments. Union National
had $3,398,000 of standby letters of credit as of June 30, 2003.
The Bank uses the same credit policies in making conditional
obligations as it does for on-balance sheet instruments. The
majority of these standby letters of credit expire within the
next twelve months. The credit risk involved in issuing letters
of credit is essentially the same as that involved in extending
other loan commitments. Union National requires collateral and
personal guarantees supporting these letters of credit as deemed
necessary. Management believes that the proceeds obtained
through a liquidation of such collateral and the enforcement of
personal guarantees would be sufficient to cover the maximum
potential amount of future payments required under the
corresponding guarantees. The current amount of the liability as
of June 30, 2003, for guarantees under standby letters of credit
issued after December 31, 2002, is not material.
6. Certain reclassifications have been made to the 2002
consolidated financial statements to conform to the 2003
presentation.
Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of the
significant changes in the results of operations, capital
resources and liquidity presented in the accompanying
consolidated financial statements for Union National Financial
Corporation, a bank holding company, and its wholly-owned
subsidiary, Union National Community Bank. Union National's
consolidated financial condition and results of operations
consist almost entirely of the bank's financial condition and
results of operations. This discussion should be read in
conjunction with the 2002 Annual Report. Current performance
does not guarantee, assure or indicate similar performance in the
future.
We have made forward-looking statements in this document, and in
documents that we incorporate by reference, that are subject to
risks and uncertainties. Forward-looking statements include
information concerning possible or assumed future results of
operations of Union National Financial Corporation, Union
National Community Bank or the combined company. When we use
words such as "believes," "expects," "anticipates" or similar
expressions, we are making forward-looking statements.
Stockholders should note that many factors, some of which are
discussed elsewhere in this document and in the documents that we
incorporate by reference, could affect the future financial
results of Union National Financial Corporation, Union National
Community Bank or the combined company and could cause those
results to differ materially from those expressed in our forward-
looking statements contained or incorporated by reference in this
document. These factors include the following:
* operating, legal and regulatory risks;
* economic, political and competitive forces; and
* the risk that our analyses of these risks and forces could be
incorrect and/or that the strategies developed to address them
could be unsuccessful.
Union National undertakes no obligation to publicly revise or
update these forward- looking statements to reflect events or
circumstances that arise after the date of this report. Readers
should carefully review the risk factors described in other
documents that Union National periodically files with the
Securities and Exchange Commission.
Critical Accounting Policies
____________________________
The reporting of Union National's financial condition and results
of operations is impacted by the application of accounting
policies by management. Certain accounting policies are
particularly sensitive and require significant judgments,
estimates and assumptions to be made by management in matters
that are inherently uncertain.
Union National's provision for loan losses and the level of the
allowance for loan losses involve significant estimates by
management in evaluating the adequacy of the allowance for loan
losses. Management's evaluation is based on Union National's
past loan loss experience, known and inherent risks in the
portfolio, adverse situations that may affect the borrower's
ability to repay (including the timing of future payments), the
estimated value of any underlying collateral, composition of the
loan portfolio, current economic conditions and other relevant
factors. While management uses available information to make
such evaluations, future adjustments to the allowance may be
necessary if economic conditions or loan credit quality differ
substantially from the assumptions used in making the evaluation.
Union National carries all of its investments at fair value with
any unrealized gains or losses reported net of tax as an
adjustment to stockholders' equity. Based on management's
assessment, at June 30, 2003, Union National did not hold any
security that had a fair value decline that is currently expected
to be other than temporary. Consequently, any declines in a
specific security's fair value below amortized cost have not been
provided for in the income statement. Union National's ability
to fully realize the value of its investment in various
securities, including corporate
debt securities, is dependent on the underlying creditworthiness
of the issuing organization.
As permitted by SFAS No. 123, Union National accounts for stock-
based compensation in accordance with Accounting Principles Board
Opinion (APB) No. 25. Under APB No. 25, no compensation expense
is recognized in the income statement related to any options
granted under Union National's stock option plans. The pro forma
impact to net income and earnings per share that would occur if
compensation expense was recognized, based on the estimated fair
value of the options on the date of the grant, is disclosed in
the notes to the consolidated financial statements. Union
National intends to continue to account for stock-based
compensation in this manner unless there is more specific
guidance issued by the Financial Accounting Standards Board or
unless a clear consensus develops in the financial services
industry on the application of accounting methods.
Results of Operations
_____________________
Overview
Basic and diluted earnings per share for the three months ended
June 30, 2003, amounted to 34 cents, an increase of 6.3% as
compared to the same period of 2002 when basic and diluted
earnings per share amounted to 32 cents. Basic earnings per
share for the six months ended June 30, 2003, amounted to 66
cents with diluted earnings per share of 65 cents as compared to
basic and diluted earnings per share of 60 cents for the same
period of last year. Consolidated net income for the three
months ended June 30, 2003, was $855,000, an increase of 2.8%, as
compared to $832,000 for the same period of 2002. Net income for
the six months ended June 30, 2003, was $1,659,000, an increase
of 7.1%, as compared to $1,549,000 for the same period of 2002.
Results of operations for the three months and six months ended
June 30, 2003, as compared to the same periods of 2002 were
impacted by the following items:
* Net income decreased due to a decrease in net interest income.
* Net income increased due to a decrease in the provision for
loan losses.
* Net income increased due to an increase in other operating
income.
* Net income decreased due to an increase in other operating
expenses.
The above items are quantified and discussed in further detail
under their respective sections below.
Net income as a percent of total average assets, also known as
return on average assets (ROA), and net income as a percent of
average stockholders' equity, also known as return on average
equity (ROE) were as follows on an annualized basis:
Three Months Ended June 30, Six Months Ended June 30,
2003 2002 2003 2002
____ ____ ____ ____
ROA 1.05% 1.10% 1.04% 1.02%
ROE 12.57% 13.07% 12.33% 12.21%
Management currently expects moderate growth in loans and
deposits for the remainder of 2003. This is expected due to
continued strong competition in Union National's market area and
uncertain current economic conditions. However, management
continues to develop and promote additional loan and deposit
products, to implement various sales strategies and to offer
incentives to employees to generate loan and deposit growth. In
addition, during the fourth quarter of 2002, Union National hired
an experienced commercial business development officer who will
lead our business banking group in its renewed business
development efforts.
During the first six months of 2003, Union National experienced
relatively strong commercial loan demand and this is currently
expected to continue for the remainder of 2003. However,
residential mortgage balances declined and consumer loan balances
grew only minimally during the first six months of 2003 and these
trends are also expected to continue. Overall, loan balances
have declined by $2,371,000 since the
beginning of 2003. This decline can be attributed to lower
demand for consumer loans and a reduction in residential
mortgages due to increased refinancing activity. In addition,
there has been a decline in the balance of a pool of residential
mortgage loans that Union National purchased in November 2001.
These purchased mortgage loans had an outstanding balance of
$13,005,000 at June 30, 2003, a decline of $4,979,000 from
December 31, 2002. Also, Union National now sells most of its
new residential mortgage loans under a program that was
implemented in the fourth quarter of 2001. Mortgages generated
for sale under this program amounted to $15,899,000 for the six
months ended June 30, 2003, and $5,294,000 for the six months
ended June 30, 2002.
The economy in the bank's market area may be negatively impacted
by the effects of national events and may be subject to overall
national economic trends. The overall effects of economic
conditions, as well as other factors, can be seen by a mild
lessening of certain borrowers' financial strength. Management
is monitoring these general and specific trends closely. Their
various effects are discussed later under the section on Credit
Risk and Loan Quality.
Net Interest Income
Net interest income is the amount by which interest income on
loans, investments and other interest-bearing assets exceeds
interest incurred on deposits and other interest-bearing
liabilities. Net interest income is Union National's primary
source of revenue. The amount of net interest income is affected
by changes in interest rates and by changes in the volume and mix
of interest-bearing assets and liabilities.
For analytical and discussion purposes, net interest income and
corresponding yields are presented on a taxable equivalent basis.
Net interest income for the three months ended June 30, 2003,
decreased by $46,000, or 1.5%, from the same period of 2002. For
the six months ended June 30, 2003, net interest income decreased
by $50,000, or 0.8%, over the same period of 2002.
In order to enhance the net interest income in future periods,
management has entered into transactions that increase earning
assets funded by advances from the Federal Home Loan Bank (FHLB).
The terms and amounts of the transactions, when combined with the
bank's overall balance sheet structure, maintain the bank within
its interest rate risk policies. As of June 30, 2003, the bank
received long-term advances of $70,439,000 from its available
credit of $137,656,000 at the FHLB for purposes of funding loan
demand and security purchases. The total advances had a
weighted-average interest rate of 4.18% at June 30, 2003, with
maturities ranging from August 2003 to February 2011.
Impacting net interest income during the first six months of 2003
were costs incurred on the early payoff of some of these FHLB
borrowings. These additional costs were reflected as increased
interest expense on the related long-term borrowings. During the
three months ended June 30, 2003, total early payoff costs on
borrowings amounted to $184,000, and for the six months ended
June 30, 2003, total early payoff costs amounted to $243,000.
During the same periods of 2002, Union National incurred
penalties of $80,000 for the three-month period and $180,000 for
the six months ended June 30, 2002. During the first six months
of 2003, Union National restructured $5,861,000 in long-term
borrowings with the FHLB. These borrowings had a weighted-
average rate of 4.28% and were paid off and were replaced with
borrowings that bear a weighted-average rate of 1.71%. Gains on
the sale of investment securities partially offset the costs
associated with these payoffs. The restructuring of these
borrowings will benefit Union National with lower funding costs
in future periods. It is currently anticipated that management
may continue to pay off a portion of these borrowings and replace
them with lower current rate funding during the remainder of
2003. In the following discussion, the interest rate on average
interest-bearing liabilities and the net interest margin
percentage is shown both with and without the impact of these
one-time early payoff costs to provide a better comparison to
prior periods.
The net effect of volume growth in average earning assets and
interest-bearing liabilities increased net interest income by
$51,000 in comparing the three months ended June 30, 2003, to the
same period of 2002 and by $70,000 in comparing the six months
ended June 30, 2003, to the same period of 2002. Growth in
average earning assets was funded by increased deposits and
additional long-term borrowings. Average earning assets
increased by 7.1% for the three months ended June 30, 2003, and
by 4.4% for the six months ended June 30, 2003, as compared to
the same periods of 2002.
The overall interest rate on the average total earning assets for
the three months ended June 30, 2003, was 6.30%, as compared to
7.09% for the same period of last year. The overall interest
rate on the average interest-bearing liabilities was 2.70% (2.43%
without the impact of early payoff costs on long-term FHLB
borrowings) for the three months ended June 30, 2003, and 3.21%
(3.08% without the impact of payoff costs) for the three months
ended June 30, 2002. The net effect of these interest rate
changes was to decrease net interest income in the amount of
$97,000 for the three months ended June 30, 2003, over the same
period of 2002. The net interest margin percentage for the three
months ended June 30, 2003, was 3.93% (4.17% without the impact
of payoff costs), as compared to 4.27% (4.39% without the impact
of payoff costs) for the same period of 2002.
For the six months ended June 30, 2003, the overall interest rate
on the average total earning assets was 6.39%, as compared to
7.18% for the same period of last year. The overall interest
rate on the average interest-bearing liabilities was 2.70% (2.52%
without the impact of early payoff costs on FHLB borrowings) for
the six months ended June 30, 2003, and 3.36% (3.22% without the
impact of payoff costs) for the six months ended June 30, 2002.
The net effect of these interest rate changes was to decrease net
interest income in the amount of $120,000 for the six months
ended June 30, 2003, over the same period of 2002. The net
interest margin percentage for the six months ended June 30,
2003, was 4.03% (4.19% without the impact of payoff costs), as
compared to 4.24% (4.36% without the impact of payoff costs) for
the same period of 2002. See management's discussion below
concerning the anticipated impact of these interest rate
fluctuations on the results of operations for the remainder of
2003.
The overall decline in interest rates has been prompted by
actions of the Federal Reserve Bank, which started reducing
interest rates in January 2001. Since that time, the prime
interest rate has declined from 9.50% to 4.00%. The following
chart details recent rate history for certain key interest rates
that impact rates on Union National's interest-bearing assets and
liabilities:
7/31/03 6/30/03 3/31/03
_______ _______ _______
Fed Funds Target Rate 1.00% 1.00% 1.25%
Prime Rate 4.00% 4.00% 4.25%
3 Year Treasury Constant
Maturity* 1.93% 1.51% 1.98%
10 Year Treasury Constant
Maturity* 3.98% 3.33% 3.81%
Conventional Mortgage Rate* 5.63% 5.23% 5.75%
* These rates are the average rate for the month as published by
the Federal Reserve in Statistical Release H.15.
12/31/02 6/30/02 3/31/02 12/31/01
________ _______ _______ ________
Fed Funds Target Rate 1.25% 1.75% 1.75% 1.75%
Prime Rate 4.25% 4.75% 4.75% 4.75%
3 Year Treasury Constant
Maturity* 2.23% 3.49% 4.14% 3.62%
10 Year Treasury Constant
Maturity* 4.03% 4.93% 5.28% 5.09%
Conventional Mortgage Rate* 6.05% 6.65% 7.01% 7.07%
* These rates are the average rate for the month as published by
the Federal Reserve in Statistical Release H.15.
As detailed in the above table, there has been a decline in not
only short-term rates, such as the fed funds target rate and the
prime rate, but also in longer-term interest rates. In fact,
longer-term interest rates have declined more significantly than
short-term rates. As indicated by the yields discussed above,
this decline in interest rates has negatively impacted the yield
on Union National's earning assets, but this interest rate
decline has also reduced Union National's funding costs due to a
decrease in rates Union National must pay to attract and retain
deposits and must pay on maturing or repricing advances from the
FHLB.
For the remainder of 2003, it is currently anticipated that the
bank's net interest margin percentage will narrow slightly in
comparison to current levels as maturing
investments and loans reprice to current rates. However, some
loans have now repriced to their interest rate floor and will not
be impacted. In addition, Union National will benefit as a
portion of maturing certificates of deposit will reprice to lower
current interest rates.
Offsetting the narrowing margin, income from growth in earning
assets which occurred during 2002 and 2003, net of costs
resulting from growth in deposits and borrowings, should increase
net interest income for the remainder of 2003. The netting of
these two factors, as reflected in the bank's current simulation
model and estimates as of June 30, 2003, may result in net
interest income for 2003 that reflects a small increase over the
net interest income earned during the same period of 2002.
Expected growth in earning assets during the remainder of 2003
should also increase the bank's net interest margin. This
expected growth was not reflected in the bank's model at June 30,
2003.The yield curve during the remainder of 2003, the options
selected by customers and the future mix of the loan, investment
and deposit products in the bank's portfolios may significantly
change the estimates used in the simulation model. See
discussions on Liquidity and Market Risk - Interest Rate Risk.
Union National's net interest income may also be impacted by
future actions of the Federal Reserve Bank.
Provision for Loan Losses
The provision for loan losses was $39,000 for the three months
ended June 30, 2003, as compared to $59,000 for the three months
ended June 30, 2002. Net charge-offs for the three months ended
June 30, 2003, were $5,000, as compared to $56,000 for the same
period of last year. For the six months ended June 30, 2003, the
provision for loan losses was $46,000, as compared to $85,000 for
the same period of 2002. Net charge-offs for the six months
ended June 30, 2003, amounted to $18,000, as compared to $71,000
for the same period of 2002. The lower provision for loan losses
can be attributed to a low level of net charge-offs accompanied
by stable levels of nonperforming loans. Future adjustments to
the allowance, and consequently, the provision for loan losses,
may be necessary if economic conditions or loan credit quality
are substantially different from the assumptions used in
establishing the current level of the allowance for loan losses.
Other Operating Income
Other operating income increased by $327,000, or 38.4%, for the
three months ended June 30, 2003, as compared to the same period
of 2002. For the six months ended June 30, 2003, other operating
income increased by $579,000, or 38.6%, as compared to the same
period of the prior year. Contributing factors to the increase
in other operating income as compared to the same periods in 2002
was a significant increase in income from mortgage banking
activities and an increase in income from the sale of alternative
investment products, which were partially offset by a decrease in
gains from the sales of investment securities.
Income from mortgage banking activities increased by $404,000 for
the three months ended June 30, 2003, and increased by $598,000
for the six months ended June 30, 2003, as compared to the same
periods of the prior year. The increase in income from mortgage
banking activities relates to increased mortgage sales activity
that is a result of low mortgage rates. These low interest rates
have caused both increased refinancing activity and increased
real estate sales activity in Union National's market area.
Union National sells the majority of its residential mortgage
loans to the FHLB, but servicing is retained by Union National.
As of June 30, 2003, Union National was servicing 284 loans
through this program with an outstanding balance of $28.5
million.
Union National's gains on the sale of mortgages during the first
six months of 2003 were higher as customers locked in interest
rates at higher levels and then rates fell by the time the loan
was sold to the FHLB. However, the reverse may also occur as
interest rates rise. If rates rise, customers may lock in rates
at lower levels
and Union National may sell the mortgages for much smaller gains
or may even incur a loss on the sale of the loans. Rates have
indeed risen significantly since June 30, and it is currently
expected that income from mortgage banking activities will be
significantly reduced in the third quarter of 2003, as compared
to current income levels and as compared to earnings of $115,000
in the third quarter of 2002. See discussion and table under
section on Net Interest Income for further details on changes in
interest rates. It is currently expected that the rise in
interest rates will not only result in reduced gains and/or
losses on the sale of mortgage loans, but will also slow down the
general level of mortgage activity. Union National is currently
evaluating its mortgage sale process and may begin to sell a
portion of it mortgage loans in advance of the actual settlement
to mitigate this risk of rising interest rates. Future changes
in interest rates and the corresponding level of refinancing
activity may significantly impact the future level of income from
mortgage banking activities.
The increase in commissions from alternative investment products
is a result of increased commissions on the sale of annuities,
mutual funds and brokerage services. Union National has expanded
the sale of alternative investment products and now has a
licensed representative to sell these products in each of our
retail offices. Income from the sale of alternative investment
products increased by $26,000, or 22.4%, for the three months
ended June 30, 2003, and increased by $15,000, or 7.0%, for the
six months ended June 30, 2003, as compared to the same periods
of the prior year.
Gains on the sale of investment securities in the first six
months of 2003 were a result of some restructuring in the
investment security portfolio. Securities gains amounted to
$12,000 for the three months ended June 30, 2003, as compared to
$140,000 for the same period of 2002. For the six months ended
June 30, 2003, securities gains amounted to $83,000, as compared
to $120,000 for the same period of 2002. After a thorough
analysis, certain securities were sold at a net gain and the
funds were invested in other securities that management believed
had better structures with comparable earnings rates. Management
believes these securities are positioned better for various
changes in interest rates. As indicated earlier, these gains,
along with the increased gains on the sale of residential
mortgage loans, helped offset the costs of the early payoff of
FHLB borrowings. The restructuring of the FHLB borrowings will
benefit future periods.
Other operating income (excluding investment securities gains or
losses) as a percentage of total revenue (net interest income and
other operating income) was as follows:
Three Months Ended Six Months Ended
__________________ ________________
June 30, 2003 29.8% 26.3%
June 30, 2002 19.9% 19.4%
To generate additional noninterest income, Union National
recently formed StoneBridge Settlement Services, LLC to provide
title insurance and settlement services for our customers. This
will enhance Union National's mortgage banking services.
StoneBridge will commence operations during the third quarter of
2003.
Other Operating Expenses
The aggregate of noninterest expenses for the three months ended
June 30, 2003, increased by $201,000, or 7.7%, over the same
period of 2002. For the six months ended June 30, 2003,
noninterest expenses increased by $320,000, or 6.1%, over the
same period of the prior year. These noninterest expense
increases are discussed below as they pertain to the various
expense categories.
Employee salaries and wages increased by $117,000, or 10.1%, for
the three months ended June 30, 2003, as compared to the same
period of last year. For the six months ended June 30, 2003,
salaries and wages increased by $202,000, or 9.0%, over the same
period of 2002. These increases were essentially due to staff
additions, annual
merit and cost-of-living increases and increased incentives for
staff for reaching certain sales and profitability goals. Staff
additions include an experienced business development officer who
will lead our business banking group and several support staff
and sales positions.
The cost of retirement plans and other employee benefits for the
three months ended June 30, 2003, increased by $6,000, or 2.1%,
as compared to the same period of 2002. For the six months ended
June 30, 2003, employee benefit costs increased by $28,000, or
5.0%, over the same period of last year. These increases were
primarily a result of increased 401(k) profit sharing plan
expense and payroll tax expense, both of which were due to
increased salary levels.
Other changes in operating expenses as compared to the same
periods of 2002 include the following:
(In thousands) Change for the Periods
Ending June 30, 2003
_________________________
Three Months Six Months
____________ ___________
Data Processing Services $ 35 49
Pennsylvania Shares Tax (2) (12)
Advertising and Marketing (7) (10)
ATM Processing Expenses 5 12
Foreclosed Real Estate Expense (15) -
Appraisal Fees 18 31
Liability Insurance 3 11
Donations 6 20
Postage (2) (11)
Staff Recruitment 11 9
Amortization of Mortgage Servicing Assets
And Credit Enhancement Fees Receivable 12 19
Other Losses - (24)
The increase in data processing costs relates to the
implementation of a new data communications system and the
related costs. The decrease in Pennsylvania Shares Tax and the
increase in donations is a result of contributions that Union
National made under the PA Educational Improvement Tax Credit
program. Through this program, Union National receives a 90% tax
credit for contributions made to certain organizations. The
increase in appraisal fees and amortization of mortgage servicing
assets and credit enhancement fees receivable is related to an
increase in mortgage banking activities. The decrease in postage
costs is a result of a cost savings that resulted from a change
in the sorting of outgoing mail. The decrease in other losses
relates to a robbery loss at one of our retail branch locations
in the first quarter of 2002.
Income Taxes
Union National's income tax expense decreased by $7,000 for the
three months ended June 30, 2003, as compared to the same period
of last year. For the six months ended June 30, 2003, income tax
expense increased by $42,000, as compared to the same period of
2002. Union National's effective tax rates were as follows:
Three Months Ended Six Months Ended
__________________ ________________
June 30, 2003 19.6% 19.4%
June 30, 2002 20.5% 18.8%
The effective tax rate for Union National is below the statutory
rate due to tax-exempt earnings on investments, loans and bank-
owned life insurance and the impact of tax credits. The
realization of net deferred tax assets is dependent on future
earnings of Union National. Management currently anticipates
future earnings will be adequate to utilize these deferred tax
assets.
Regulatory Activity
___________________
From time to time, various types of federal and state legislation
have been proposed that could result in additional regulation of,
and restrictions on, the business of Union National and the bank.
As a consequence of the extensive regulation of commercial
banking activities in the United States, Union National's and the
bank's business is particularly susceptible to being affected by
federal and state legislation and regulations that may increase
the cost of doing business. Specifically, Union National is
susceptible to changes in tax law that may increase the cost of
doing business or impact Union National's ability to realize the
value of deferred tax assets. Management is not aware of any
current specific recommendations by regulatory authorities or
proposed legislation, which if implemented, would have a material
adverse effect upon the liquidity, capital resources or results
of operations. However, the general cost of compliance with
numerous federal and state laws and regulations does have, and in
the future may have, a negative impact on Union National's
results of operations.
Further, the business of Union National is affected by the state
of the financial services industry in general. The bank is
routinely examined by the OCC and no material adverse impact is
anticipated on current or future operations and financial
position as a result of this process. The last Community
Reinvestment Act performance evaluation by the OCC resulted in a
"satisfactory" rating of the bank's record of meeting the credit
needs of its entire community.
Credit Risk and Loan Quality
____________________________
Other than as described herein, management does not believe there
are any trends, events or uncertainties that are reasonably
expected to have a material impact on future results of
operations, liquidity or capital resources. Further, based on
known information, management believes that the effects of
current and past economic conditions, including the continuing
economic slowdown, and other unfavorable specific business
conditions may result in the inability of loans amounting to
$1,947,000 to comply with their respective repayment terms. This
compares to the amount of $1,689,000 at December 31, 2002. These
loans are secured with real estate, equipment, inventory and
vehicles. Management currently believes that probable losses on
these loans have already been provided for in the allowance for
loan losses. These loans are not considered impaired as defined
by current generally accepted accounting principles. The
borrowers are of special mention since they have shown a decline
in financial strength and payment quality. Management has
increased its monitoring of the borrowers' financial strength.
In addition, management currently expects that a portion of these
loans may be classified as nonperforming in the remaining months
of 2003.
At June 30, 2003, total nonperforming loans amounted to
$1,849,000, or 0.9% of total net loans, as compared to a level of
$1,674,000, or 0.8%, at December 31, 2002. These loans are
essentially collateralized with real estate. Historically, the
percentage of nonperforming loans to total net loans as of
December 31, for the previous five-year period was an average of
0.9%.
Schedule of Nonperforming Assets:
June 30, December 31,
(In thousands) 2003 2002
____________ ____________
Nonaccruing Loans $ 1,422 $ 1,310
Accrual Loans - 90 days or more past due 427 364
Restructured Accrual Loans - -
____________ ____________
Total Nonperforming Loans 1,849 1,674
Foreclosed Real Estate 139 307
____________ ____________
Total Nonperforming Assets $ 1,988 $ 1,981
============ ============
Nonperforming Loans
as a % of Net Loans 0.9% 0.8%
============ ============
Allowance for Loan Losses
as a % of Nonperforming Loans 100% 108%
============ ============
In addition to the credit risk present in the loan portfolio,
Union National also has credit risk associated with its
investment security holdings. Based on recent national economic
trends and other factors, Union National has increased its
monitoring of its corporate debt securities and changes in their
credit ratings as published by bond rating agencies. As of June
30, 2003, Union National had corporate debt securities that were
rated below investment grade and were carried at a fair value of
$488,000 and had unrealized gains of $10,000. Union National's
ability to fully realize the value of its investment in various
securities, including corporate debt securities, is dependent on
the underlying creditworthiness of the issuing organization.
This creditworthiness may be impacted by various national
economic trends and other factors. As discussed earlier, Union
National carries all of its investments at fair value with any
unrealized gains or losses reported net of tax as an adjustment
to stockholders' equity. Based on management's assessment, at
June 30, 2003, Union National did not hold any security that had
a fair value decline that is currently expected to be other than
temporary. Consequently, any declines in a specific security's
fair value below amortized cost have not been provided for in the
income statement because management currently expects these fair
value declines to be temporary. As of June 30, 2003, Union
National held corporate debt securities with a total fair value
of $23,517,000 and net unrealized gains on these securities
amounted to $661,000.
Allowance for Loan Losses
_________________________
The allowance for loan losses is maintained at a level believed
adequate by management to absorb estimated probable loan losses.
Management is responsible for the adequacy of the allowance for
loan losses, which is formally reviewed by management and the
Board of Directors on a quarterly basis. In addition, ongoing
loan reviews are performed on selected portions of the loan
portfolio by an independent consultant.
The allowance is increased by provisions charged to operating
expense and reduced by net charge-offs. Management's periodic
evaluation of the adequacy of the allowance is based on Union
National's past loan loss experience, known and inherent risks in
the portfolio, adverse situations that may affect the borrower's
ability to repay (including the timing of future payments), the
estimated value of any underlying collateral, composition of the
loan portfolio, current economic conditions and other relevant
factors. While management uses available information to make
such evaluations, future adjustments to the allowance may be
necessary if economic conditions differ substantially from the
assumptions used in making the evaluation. In addition, various
regulatory agencies, as an integral part of their examination
process, review the bank's allowance for loan losses. Such
agencies may require the bank to recognize additions to the
allowance based on their judgment of information available to
them at the time of their examination. After management's
assessment, no adjustment to the allowance for loan losses was
necessary as a result of the Office of Comptroller's most recent
examination.
Management believes, based on information currently available,
that the current allowance for loan losses of $1,840,000 is
adequate to meet potential loan losses. In addition, management
expects loan charge-offs, net of recoveries for the remainder of
2003 to be below the level of net loan charge-offs for the same
period of 2002.
Analysis of Allowance for Loan Losses:
Three Months Ended Six Months Ended
June 30, June 30,
(In thousands) 2003 2002 2003 2002
_______ ________ ________ ________
Average Total Loans
Outstanding
(Less Unearned Income) $196,320 $202,163 $196,524 $202,869
======== ======== ======== ========
Allowance for Loan
Losses, Beginning
of Period $ 1,806 $ 1,904 $ 1,812 $ 1,893
Loans Charged-Off
During Period 15 73 35 130
Recoveries of Loans
Previously Charged-Off 10 17 17 59
________ ________ ________ ________
Net Loans Charged-Off 5 56 18 71
Addition to Provision for
Loan Losses Charged
to Operations 39 59 46 85
________ ________ ________ ________
Allowance for Loan Losses,
End of Period $ 1,840 $ 1,907 $ 1,840 $ 1,907
======== ======== ======== ========
Ratio of Net Loans
Charged-Off to Average
Loans Outstanding (Annualized) .01% .11% .02% .07%
======== ======== ======== ========
Ratio of Allowance for Loan Losses
to Net Loans at End of Period 0.94% 0.95%
======== ========
Liquidity
_________
Union National's objective is to maintain adequate liquidity to
fund needs at a reasonable cost and to provide contingency plans
to meet unanticipated funding needs or a loss of funding sources,
while minimizing interest rate risk. Adequate liquidity provides
resources for credit needs of borrowers, for depositor
withdrawals and for funding corporate operations. Sources of
liquidity are as follows:
* proceeds from the sale or maturity of investment securities;
* overnight correspondent bank borrowings on various credit lines
and borrowing capacity available from the FHLB;
* acquisition of brokered certificates of deposit (CDs);
* payments on loans and mortgage-backed securities; and
* a growing core deposit base.
Management believes that its core deposits are fairly stable even
in periods of changing interest rates. Liquidity management is
governed by policies and measured on a quarterly basis. These
measurements indicate that liquidity generally remains stable and
consistently exceeds the bank's minimum defined level. There are
no known trends, or any known demands, commitments, events or
uncertainties that will result in, or that are reasonably likely
to result in, liquidity increasing or decreasing in any material
way.
Membership in the FHLB provides the bank with liquidity
alternatives such as short- or long-term funding on fixed- or
variable-rate terms. As of June 30, 2003, the bank had received
long-term advances of $70,439,000 from its available credit of
$137,656,000 at the FHLB for purposes of funding loan demand and
mortgage-backed security purchases. Over the next twelve months,
advances of $5,934,000 are due and advances of $25,000,000 are
convertible. The FHLB's convertible fixed-rate advances allow
the FHLB the periodic option to convert to a LIBOR adjustable-
rate advance. Upon the FHLB's conversion, the bank has the
option to repay the respective advances in full. See section on
Market Risk - Interest Rate Risk for further analysis of these
advances.
As indicated above, another alternative source of liquidity for
Union National is the use of brokered CDs. Union National
currently has $2,000,000 in brokered CDs outstanding. These CDs
mature in June 2004.
Stockholders' Equity
____________________
Union National and the bank maintain capital ratios that are well
above the minimum total capital levels required by federal
regulatory authorities and are considered to be well-capitalized
under regulatory guidelines. Except as discussed below
concerning Union National's common stock repurchase plan, there
are no known trends or uncertainties, including regulatory
matters that are expected to have a material impact on the
capital resources of Union National for 2003. In addition, see
discussion on Regulatory Activity.
On January 9, 2003, the Board of Directors of Union National
authorized and approved a plan to purchase up to 100,000 shares
of its outstanding common stock in open market or privately
negotiated transactions. The number of shares to be purchased
under the plan represents approximately 4.0% of the outstanding
shares of Union National. The Board of Directors believes that a
redemption or repurchase of this type is in the best interests of
Union National and its stockholders as a method to enhance long-
term shareholder value. Currently, the shares are to be held as
treasury shares (issued, but not outstanding shares). As of June
30, 2003, approximately 26,000 shares have been repurchased under
this plan.
Union National also recently announced plans to open a new retail
office location at 38 East Roseville Road in Manheim Township,
PA. Current plans are to open this location during the fall of
2003. In addition, Union National continues to evaluate further
opportunities for retail office expansion in new markets. The
opening of new offices will require significant expenditures for
building improvements and fixed asset purchases.
Union National and the bank have risk-based capital ratios that
exceed the regulatory requirements. The risk-based capital
guidelines require banks to maintain a minimum risk-based capital
ratio of 8.0% at June 30, 2003, as compared to the bank's current
risk-based capital ratio of 10.80%. The total risk-based capital
ratio is computed by dividing stockholders' equity (as adjusted)
plus the allowance for loan losses by risk-adjusted assets.
Risk-adjusted assets are determined by assigning credit risk-
weighting factors from 0% to 100% to various categories of assets
and off-balance-sheet financial instruments. Banking regulations
also require the bank to maintain certain minimum capital levels
in relation to bank assets. Failure to meet minimum capital
requirements could result in prompt regulatory action. As of
June 30, 2003, the bank was categorized as well-capitalized.
Management is not aware of any conditions or events that would
adversely affect the bank's capital. The bank maintains the
following leverage and risk-based capital ratios:
(In thousands) June 30, December 31,
2003 2002
_________ ____________
Tier I - Total Stockholders' Equity
(as adjusted) $ 25,089 $ 24,621
Tier II - Allowance for Loan Losses 1,840 1,812
_________ ____________
Total Qualifying Capital $ 26,929 $ 26,433
========= ============
Risk-adjusted On-balance-sheet Assets $ 218,674 $ 207,458
Risk-adjusted Off-balance-sheet Exposure 20,730 18,108
_________ ____________
Total Risk-adjusted Assets $ 239,404 $ 225,566
========= ============
Leverage Ratio:
Tier I Capital to Average Total Assets 7.76% 7.88%
Minimum Required 4.00 4.00
To Be Well-Capitalized Under Prompt
Corrective Action Provisions 5.00 5.00
Risk-based Capital Ratios:
Tier I Capital Ratio - Actual 10.48% 10.91%
Minimum Required 4.00 4.00
To Be Well-Capitalized under Prompt
Corrective Action Provisions 6.00 6.00
Total Capital Ratio - Actual 11.25% 11.72%
Minimum Required 8.00 8.00
To Be Well-Capitalized under Prompt
Corrective Action Provisions 10.00 10.00
Total Risk-Based Capital in Excess of the
Minimum Regulatory Requirement $ 7,777 $ 8,388
========= ============
Item 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
Market Risk - Interest Rate Risk
________________________________
As a financial institution, Union National's primary component of
market risk is interest rate volatility. Fluctuations in
interest rates will ultimately impact the level of income and
expense recorded on a large portion of the bank's assets and
liabilities. Virtually all of Union National's interest-
sensitive assets and liabilities are held by the bank, and
therefore, interest rate risk management procedures are performed
by the bank. The nature of the bank's current operations is such
that the bank is not subject to foreign currency exchange or
commodity price risk. Union National does not own any trading
assets.
The objectives of interest rate risk management are to maintain
or increase net interest income over a broad range of market
interest rate movements. The Asset and Liability Management
Committee is responsible for managing interest rate risk using
policies approved by the bank's board of directors. The bank
manages interest rate risk by changing the mix or repricing
characteristics of its investment securities portfolio and
borrowings from the Federal Home Loan Bank and by the promotion
or development of specific loan and deposit products. The bank
retains an outside consulting group to assist in monitoring its
interest rate risk using income simulation models on a quarterly
basis. The simulation model measures the sensitivity of future
net interest income to hypothetical changes in market interest
rates.
The simulation model is utilized by the bank to determine the
effect of gradual increases or decreases in market interest rates
on net interest income and net income. Certain assumptions are
made in the simulation model and these are revised based on
defined scenarios of assumed speed and direction changes of
market interest rates. These assumptions are inherently
uncertain due to the timing, magnitude and frequency of rate
changes and changes in market conditions, as well as management
strategies, among other factors. Because it is difficult to
accurately quantify into assumptions the reaction of depositors
and borrowers to market interest rate changes, the actual net
interest income and net income results may differ from simulated
results. While assumptions are developed based upon current
economic and local market conditions, management cannot make any
assurances as to the predictive nature of these assumptions.
The simulation model assumes a hypothetical gradual shift in
market interest rates over a twelve-month period. The simulated
results represent the hypothetical effects to the bank's net
interest income and net income. Projections for loan and deposit
growth are ignored in the simulation model. The simulation model
includes all of the bank's earning assets and interest-bearing
liabilities and assumes a parallel and prorated shift in interest
rates over a twelve-month period.
The simulation model currently indicates that a hypothetical one-
percent general decline in prevailing market interest rates over
a one-year period will have an immaterial positive impact on the
bank's net interest income over the next twelve months as
compared to the constant rate scenario. Only a decline in
interest rates of one-percent was modeled at June 30, 2003, based
on management's assessment of potential future interest rate
levels. In addition, a hypothetical two-percent general rise in
rates will have an immaterial positive impact on net interest
income over the next twelve months.
In addition to the above scenarios, management modeled the impact
of a "flattening" interest rate yield curve on the bank's net
interest income. The rate assumptions for this scenario included
an increase in short-term interest rates while minimizing
increases in longer-term interest rates. Management determined
that this is a potential scenario considering current market
interest rates as compared to historical average interest rates.
A "flattening" interest rate environment with
short-term interest rates increasing two-percent will have an
immaterial positive impact on net interest income over the next
twelve months as compared to the constant rate scenario. The
computations do not contemplate any actions management or the
Asset Liability Management Committee could undertake in response
to changes in market conditions or market interest rates.
The bank managed its interest rate risk position in 2003 by the
following:
* increasing its use of adjustable- and floating-rate loans for
new or refinanced commercial and agricultural loans;
* repositioning of its investment security portfolio into certain
types of mortgage-backed and asset-backed securities to better
prepare for any future increase in interest rates;
* managing and expanding the bank's core deposit base including
deposits obtained in the bank's commercial cash management
programs and premium money market accounts; and
* additions to or restructuring of fixed-rate advances from the
Federal Home Loan Bank.
The above strategies and actions impact interest rate risk and
are all included in the bank's quarterly simulation models in
order to determine future asset and liability management
strategies. See the related discussions in the section on Net
Interest Income.
Item 4 - CONTROLS AND PROCEDURES
Controls and Procedures
_______________________
Evaluation of Disclosure Controls and Procedures
Union National maintains controls and procedures designed to
ensure that information required to be disclosed in the reports
that the company files or submits under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the rules and forms of the
Securities and Exchange Commission. Based upon their evaluation
of those controls and procedures as of June 30, 2003, Union
National's Chief Executive Officer and Chief Financial Officer
concluded that the disclosure controls and procedures were
adequate.
Changes in Internal Controls
Union National made no significant changes in its internal
controls or in other factors that could significantly affect
these controls subsequent to the date of the evaluation of the
controls by the Chief Executive Officer and Chief Financial
Officer.
Part II - Other Info:
Item 1. Legal Proceedings
Management is not aware of any litigation that would have a
material adverse effect on the consolidated financial position of
Union National. There are no proceedings pending other than the
ordinary routine litigation incident to the business of Union
National and its subsidiary, Union National Community Bank. In
addition, no material proceedings are pending or are known to be
threatened or contemplated against Union National and the bank by
government authorities.
Item 2. Changes in Securities and Use of Proceeds - Nothing to
report.
Item 3. Defaults Upon Senior Securities - Nothing to report.
Item 4. Submission of Matters to a Vote of Security Holders
(a) An annual meeting of shareholders was held at 10:00 a.m.
on April 30, 2003, at The Gathering Place, 6 Pine Street,
Mount Joy, Pennsylvania, 17552.
(b)-(c) The following matters were voted upon:
Two Class A Directors were elected, as follows:
Votes Votes to
Cast "Withhold
Re-elected Term Expires "For" Authority"
- --------- ------------ --------- -----------
Mark D. Gainer 2006 2,051,806 18,849
Darwin A. Nissley 2006 2,068,859 1,796
Directors whose term continued after the meeting:
Class B Directors
Carl R. Hallgren 2004
David G. Heisey 2004
Lloyd C. Pickell 2004
Daniel H. Raffensperger 2004
Class C Directors
William E. Eby 2005
Benjamin W. Piersol, Jr. 2005
Donald H. Wolgemuth 2005
An amendment to the 1997 Stock Incentive Plan was approved to
increase the number of shares subject to the plan by 100,000.
The results of voting were as follows:
Votes
Cast Votes Votes to
"For" "Against" "Abstain"
_________ _________ ___________
To Amend the 1997 Stock
Incentive Plan 1,997,899 41,791 30,964
(d) Nothing to report.
Item 5. Other Information - Nothing to report.
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits
Exhibit No. 31.1 - Certification of Principal Executive
Officer Pursuant to Exchange Act Rules 13a-14(a)/15d-14(a)
as added by Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit No. 31.2 - Certification of Principal Financial
Officer Pursuant to Exchange Act Rules 13a-14(a)/15d-14(a)
as added by Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit No. 32 - Certification of Principal Executive
Officer and Principal Financial Officer Pursuant to 18
U.S.C. Section 1350 as Added by Section 906 of the
Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
Union National filed a report on form 8-K via EDGAR dated
April 14, 2003. The report was filed pursuant to Item 5,
Other Events, and reported the issuance of a press
release. The press release was attached to the report as
an exhibit and reported first quarter earnings for 2003
and announced the second quarter cash dividend for 2003.
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO EXCHANGE ACT RULES
13A-14(A)/15D-14(A) AS ADDED BY SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO EXCHANGE ACT RULES
13A-14(A)/15D-14(A) AS ADDED BY SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Mark D. Gainer, President/CEO, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Union
National Financial Corporation.
2. Based on my knowledge, the quarterly report does not
contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements
made, in light of the circumstances under which such
statements were made, not misleading with respect to the
period covered by this quarterly report.
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
condition, results of operations and cash flows of
Union National as of, and for, the periods presented in
this quarterly report.
4. Union National's other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 15d-15(f)) for Union National and we have:
(a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material
information relating to Union National, including its
consolidated subsidiaries, is made known to us by
others within those entities, particularly during the
period in which this quarterly report is being
prepared;
(b) Designed such internal control over financial
reporting, or caused such internal control over
financial reporting to be designed under our
supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the
preparation of financial statements for external
purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of Union National's
disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of June 30,
2003, based upon such evaluation; and
(d) Disclosed in this report any change in Union National's
internal control over financial reporting that occurred
during Union National's quarter ended June 30, 2003,
that has materially affected, or is reasonably likely
to materially affect, Union National's internal control
over financial reporting; and
5. Union National's other certifying officer and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to Union National's
auditors and the audit committee of Union National's board
of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in
the design or operation of internal control over
financial reporting which are reasonably likely to
adversely affect Union National's ability to
record, process, summarize and report financial
information; and
(b) Any fraud, whether or not material, that involves
management or other employees who have a significant
role in Union National's internal control over financial
reporting.
By: /s/ Mark D. Gainer
________________________
President/CEO
Date: August 14, 2003
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO EXCHANGE ACT RULES
13A-14(A)/15D-14(A) AS ADDED BY SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO EXCHANGE ACT RULES
13A-14(A)/15D-14(A) AS ADDED BY SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Clement M. Hoober, Treasurer/CFO, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Union
National Financial Corporation.
2. Based on my knowledge, the quarterly report does not
contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements
made, in light of the circumstances under which such
statements were made, not misleading with respect to the
period covered by this quarterly report.
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report,
fairly present in all material respects the financial
condition, results of operations and cash flows of Union
National as of, and for, the periods presented in this
quarterly report.
4. Union National's other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 15d-15(f)) for Union National and we have:
(a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material
information relating to Union National, including its
consolidated subsidiaries, is made known to us by
others within those entities, particularly during the
period in which this quarterly report is being
prepared;
(b) Designed such internal control over financial
reporting, or caused such internal control over
financial reporting to be designed under our
supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the
preparation of financial statements for external
purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of Union National's
disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of June 30,
2003, based upon such evaluation; and
(d) Disclosed in this report any change in Union National's
internal control over financial reporting that occurred
during Union National's quarter ended June 30, 2003,
that has materially affected, or is reasonably likely
to materially affect, Union National's internal control
over financial reporting; and
5. Union National's other certifying officer and I have
disclosed, based on our most recent evaluation of internal
control over financial reporting, to Union National's
auditors and the audit committee of Union National's board
of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in
the design or operation of internal control over
financial reporting which are reasonably likely to
adversely affect Union National's ability to
record, process, summarize and report financial
information; and
(b) Any fraud, whether or not material, that involves
management or other employees who have a significant
role in Union National's internal control over financial
reporting.
By: /s/ Clement M. Hoober
________________________
Treasurer/CFO
Date: August 14, 2003
EXHIBIT 32
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADDED BY SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADDED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Union National
Financial Corporation on Form 10-Q for the period ending June 30,
2003, as filed with the Securities and Exchange Commission (the
"Report"), I, Mark D. Gainer, President/CEO, and I, Clement M.
Hoober, Treasurer/CFO, certify, pursuant to 18 U.S.C. Section
1350, as added pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that:
1. The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934.
2. To my knowledge, the information contained in the Report
fairly presents, in all material respects the financial
condition and results of operations of Union National as of
the dates and for the periods expressed in the Report.
By /s/ Mark D. Gainer
_________________________
President/CEO
Date: August 14, 2003
By /s/ Clement M. Hoober
_________________________
Treasurer/CFO
Date: August 14, 2003
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 Financial Corporation
(Registrant)
By /s/ Mark D. Gainer
_______________________
Mark D. Gainer
President/Chief Executive Officer
(Principal Executive Officer)
Date: August 14, 2003
By /s/ Clement M. Hoober
_______________________
Clement M. Hoober
Treasurer/Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: August 14, 2003