10-Q/A 1 uni-qa2.txt AMENDMENT TO FORM 10-Q OF JUNE 30, 2000 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ending: June 30, 2000 Commission file number: 000-28449 UNION BANKSHARES, INC. VERMONT 03-0283552 P.O. BOX 667 MAIN STREET MORRISVILLE, VT 05661 Registrant's telephone number: 802-888-6600 Former name, former address and former fiscal year, if changed since last report: Not applicable 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 June 30, 2000: Common Stock, $2 par value 3,029,529 shares Union Bankshares, Inc. and Subsidiaries Statement of Condition (Unaudited)
June 30 December 31 (Dollars in Thousands) 2000 1999 ---------------------- Assets Cash and due from banks $ 11,612 $ 11,627 Federal funds sold and overnight deposits 5,183 3,474 ---------------------- Total cash and cash equivalents 16,795 15,101 Interest bearing deposits 1,953 1,957 Securities available-for-sale 55,393 60,441 Federal Home Loan Bank stock 1,017 939 Loans held for sale 7,534 8,102 Loans 204,803 201,525 Unearned loan fees (267) (273) Allowance for loan losses (2,934) (2,870) ---------------------- Loans, net 201,602 198,382 ---------------------- Accrued interest receivable 2,222 2,199 Bank premises and equipment, net 3,960 4,040 Other real estate owned, net 99 27 Other assets 4,237 4,288 ---------------------- Total assets $294,812 $295,476 ====================== Liabilities and Stockholders' equity: Liabilities: Deposits: Non-interest bearing $ 32,990 $ 32,989 Interest bearing 215,542 224,604 ---------------------- Total deposits 248,532 257,593 Borrowed funds 10,046 2,872 Accrued interest and other liabilities 3,105 2,791 ---------------------- Total liabilities 261,683 263,256 ====================== Stockholders' equity: Common stock, $2 par value; 5,000,000 shares authorized; 3,263,489 shares issued at 6/30/00 and 12/31/99. 6,527 6,527 Paid-in capital and surplus 238 238 Retained earnings 28,972 28,180 Treasury stock at cost (233,960 shares at 6/30/00 and 12/31/99) (1,592) (1,592) Accumulated other comprehensive income (1,016) (1,133) ---------------------- Total stockholders' equity 33,129 32,220 ---------------------- Total liabilities and stockholders' equity $294,812 $295,476 ======================
See accompanying notes to unaudited financial statements Union Bankshares, Inc. and Subsidiaries Consolidated Statements of Income (Unaudited)
Three Months Ended Six Months Ended ------------------------------------------------------ June 30 June 30 (Dollars in Thousands) 2000 1999 2000 1999 ------------------------------------------------------ Interest income: Interest and fees on loans $ 4,908 $ 4,583 $ 9,649 $ 9,103 Interest and dividends on investment securities 900 920 1,824 1,822 Interest on federal funds sold 73 81 122 156 Interest on interest bearing deposits 31 33 60 61 ------------------------------------------------------ 5,912 5,617 11,655 11,142 Interest expense: Interest on deposits 2,319 2,177 4,546 4,335 Interest on federal funds purchased 3 1 4 1 Interest on borrowed funds 57 71 95 161 ------------------------------------------------------ 2,379 2,249 4,645 4,497 ------------------------------------------------------ Net interest income 3,533 3,368 7,010 6,645 Provision for loan losses 63 88 125 188 ------------------------------------------------------ Net interest income after provision for loan losses 3,470 3,280 6,885 6,457 Noninterest income: Trust department income 34 31 76 68 Service fees 601 607 1,155 1,170 Security gains (losses) (3) 3 34 3 Gain on sale of loans 0 29 9 45 Other 3 8 9 15 ------------------------------------------------------ 635 678 1,283 1,301 Noninterest expense: Salaries and wages 1,212 1,054 2,311 2,088 Pension and other employee benefits 279 237 577 498 Occupancy expense, net 135 133 292 277 Equipment expense 230 264 530 539 Other operating expense 763 738 1,435 1,450 ------------------------------------------------------ 2,619 2,426 5,145 4,852 ------------------------------------------------------ Income before income tax expense 1,486 1,532 3,023 2,906 Income tax expense 318 490 777 890 ------------------------------------------------------ Net income $ 1,168 $ 1,042 $ 2,246 $ 2,016 ====================================================== Earnings per common share $ .38 $ .34 $ .74 $ .66 ====================================================== Weighted average number of common shares outstanding 3,029,529 3,029,438 3,029,529 3,027,471 ====================================================== Dividends declared per share $ 0.24 $ 0.22 $ 0.48 $ 0.44 ======================================================
See accompanying notes to unaudited financial statements Union Bankshares, Inc. and Subsidiaries Consolidated Statement of Changes in Stockholders Equity (Unaudited)
Accumulated Other Total Common Paid-in Capital Retained Treasury Comprehensive Stockholders' Stock & Surplus Earnings Stock Income (Loss) Equity ------------------------------------------------------------------------------ (Dollars in Thousands) Balance, December 31, 1999 $6,527 $238 $28,180 $(1,592) $(1,133) $32,220 Net income 2,246 2,246 Net unrealized holding gain on securities available-for-sale, net of tax 117 117 ------- Comprehensive income 2,363 ------- Cash dividends declared (1,454) (1,454) Treasury stock purchased 0 Exercise of stock option 0 ------- Balance, June 30, 2000 $6,527 $238 $28,972 $(1,592) $(1,016) $33,129 ===========================================================================
Union Bankshares, Inc. and Subsidiaries Consolidated Statement of Cash Flows (UNAUDITED)
Year To Date ------------------------ June 30 June 30 (Dollars in Thousands) 2000 1999 ------------------------ Cash Flows From Operating Activities Net Income $ 2,246 $ 2,016 Adjustments to reconcile net income to net cash provided by operating activities Depreciation 428 426 Provision for loan losses 125 188 Credit for deferred income taxes (25) (18) Amortization, net Securities 30 2 Amortization, net Limited Partnerships 17 0 Write-downs of Other Real Estate Owned 8 4 Increase (decrease) in unamortized loan fees (6) 25 (Increase) decrease in loans held for sale 577 (4,108) (Increase) decrease in accrued interest receivable (23) 111 Decrease in other assets 201 56 (Increase) decrease in income taxes receivable (128) 133 Decrease in accrued interest payable (80) (196) Increase in other liabilities 394 130 Gain sold on securities sold (34) (3) Gain on sale of loans (9) (45) (Gain) loss on sale of OREO (2) 10 ----------------------- Net cash (used) provided by operating activities 3,719 (1,269) Cash Flows From Investing Activities Interest bearing deposits Maturities and redemptions 694 689 Purchases (690) (1,169) Securities available for sale Maturities and redemptions 8,399 13,728 Purchases (3,170) (13,164) Purchase of Federal Home Loan Bank Stock (78) (35) (Increase) decrease in loans, net (3,527) 6,065 Recoveries of loans charged off 79 40 Purchases of premises and equipment, net (348) (124) Proceeds from sale of OREO 0 130 Investment in Ltd Partnerships (54) (373) Proceeds from sale of repossessed property 11 56 ----------------------- Net cash used by investing activities 1,316 5,843 Cash Flows From Financing Activities Borrowings, net of repayments 7,174 275 Proceeds from exercise of stock options 0 37 Net increase (decrease) in demand, NOW, savings, and money market accounts (9,555) 2,736 Net increase (decrease) in time deposits 494 (4,576) Dividends paid (1,454) (1,238) ----------------------- Net cash provided by financing activities (3,341) (2,766) Increase in cash and cash equivalents 1,694 1,808 Cash and cash equivalents Beginning 15,101 19,196 Ending 16,795 21,004 Supplemental Disclosure of Cash Flow Information: Interest Paid $ 4,725 $ 4,683 ----------------------- Income Taxes Paid $ 930 $ 745 -----------------------
UNION BANKSHARES, INC. NOTES TO FINANCIAL STATEMENTS: Note 1. The accompanying interim consolidated financial statements of Union Bankshares, Inc. (the Company) for the interim period ended June 30, 2000 and 1999 and for the quarters then ended have been prepared in accordance with the accounting policies described in the company's annual report to shareholders and Form 10K which are unaudited. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the information contained herein have been made. Certain amounts reported in prior periods have been reclassified for comparative purposes. This information should be read in conjunction with the Company's 1999 Annual report, Form S-4, and Form 8K. Note 2. Acquisition Effective November 30, 1999, following the receipt of all required stockholder, state and federal regulatory approvals, Union Bankshares, Inc. acquired Citizens Saving Bank and Trust Co. This makes Union a two bank holding company. The accompanying consolidated financial statements reflect the merger accounted for in a tax-free transaction as a pooling of interests and are presented as if the companies were combined as of the earliest period presented. However, the financial information is not necessarily indicative of the results of operations, financial position or cash flows that would have occurred had the acquisition been consumated for the periods for which it is given effect, nor is it necessarily indicative of future results of operations, financial position, or cash flows. The financial statements reflect the conversion of each outstanding share of Citizens common stock into 6.5217 shares of Union common stock, with the exchange of 991,089 shares (net of 196 fractional shares redeemed for approximately $4,516) of newly-issued Company common stock. Note 3. Commitments and Contingencies In the normal course of business, the Company is involved in various legal proceedings. In the opinion of management, after consulting with the Company's legal counsel, any liability resulting from such proceedings would not have a material adverse effect on the Company's financial statements. Note 4 Earnings Per Share Earnings per common share amounts are computed based on the weighted average number of shares of common stock outstanding during the period (retroactively adjusted for stock dividends) and reduced for shares held in Treasury. The assumed conversion of available stock options does not result in material dilution. Note 5 Reportable Segments The company has two reportable operating segments, Union Bank (Union) and Citizens Savings Bank and Trust Company (Citizens). Management regularly evaluates separate financial information for each segment in deciding how to allocate resources and in assessing performance. The Company accounts for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current market prices. Information about reportable segments, and reconciliation of such information to the consolidated financial statements as of and for the period ended June 30, follows:
Intersegment Consolidated 2000 Union Citizens Elimination Other Totals -------------------------------------------------------------------------------------------- Interest income $ 7,814 $ 3,841 $ 0 $ 0 $ 11,655 Interest expense 2,967 1,677 0 1 4,645 Provision for loan loss 0 125 0 0 125 Service fee income 906 249 0 0 1,155 Income tax expense (benefit) 622 199 0 (44) 777 Net income (loss) 1,943 392 0 (89) 2,246 Assets 194,963 99,432 (47) 464 294,812 Intersegment Consolidated 1999 Union Citizens Elimination Other Totals -------------------------------------------------------------------------------------------- Interest income $ 7,303 $ 3,839 $ 0 $ 0 $ 11,142 Interest expense 2,822 1,674 0 1 4,497 Provision for loan loss 63 125 0 0 188 Service fee income 867 303 0 0 1,170 Income tax expense (benefit) 293 602 0 (5) 890 Net income (loss) 1,664 487 0 (135) 2,016 Assets 184,126 103,992 0 365 288,483
Amounts in the "Other" column encompass activity in Union Bankshares, Inc., the "parent company." Holding company assets are stated after intercompany eliminations. 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 Bankshares, Inc. Dated: August 23, 2000 /s/ Kenneth D. Gibbons ------------------------------------- Kenneth D. Gibbons Director and Chief Executive Officer /s/ Marsha A. Mongeon ------------------------------------- Marsha A. Mongeon Chief Financial Officer and Treasurer