UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 1997 Commission File No. 0-20293 UNION BANKSHARES CORPORATION (Exact name of registrant as specified in its charter) Virginia 54-1598552 (State of Incorporation) (I.R.S. Employer Identification No.) 211 North Main Street P.O. Box 446 Bowling Green, Virginia 22427 (Address of principal executive offices) (804) 633-5031 (Registrant's telephone number) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, $4 PAR VALUE Union Bankshares Corporation (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. As of March 31, 1997, Union Bankshares Corporation had 3,565,415 shares of Common Stock outstanding. UNION BANKSHARES CORPORATION FORM 10-Q March 31, 1997 INDEX PART 1 - FINANCIAL INFORMATION Page ---- Item 1. Financial Statements Consolidated Balance Sheets as of March 31, 1997 and December 31, 1996 .......................................... 1 Consolidated Statements of Income for the three months ended March 31, 1997 and 1996 ..................... 2 Consolidated Statements of Cash Flows for the three months ended March 31, 1997 and 1996 ..................... 3 Notes to Consolidated Financial Statements .......................... 4 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations ............. 5-10 PART II - OTHER INFORMATION Item 6 - Exhibits and Reports on Form 8-K ................................. 11 Signatures ................................................................ 11 Index to Exhibits ......................................................... 12 PART 1 - FINANCIAL INFORMATION Item 1. Financial Statements UNION BANKSHARES CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets (Unaudited) (Dollars in thousands) March 31, December 31, ASSETS 1997 1996 - -------- -------- ---------- Cash and cash equivalents: Cash and due from banks $ 21,166 $ 19,333 Interest-bearing deposits in other banks 1,149 1,016 Federal funds sold 6,385 2,104 -------- -------- Total cash and cash equivalents 28,700 22,453 -------- -------- Securities available for sale, at fair value 135,957 129,268 Investments securities, fair value of $10,570 and $11,689, respectively 10,534 11,423 -------- -------- Total securities 146,491 140,691 -------- -------- Loans, net of unearned income 359,398 352,277 Less allowance for loan losses (note 2) 4,373 4,388 -------- -------- Net loans 355,025 347,889 -------- -------- Bank premises and equpiment, net 14,592 14,221 Other real estate owned 3,729 4,056 Other assets 9,236 11,583 -------- -------- Total assets $557,773 $540,893 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Non-interest-bearing demand deposits $ 55,862 $ 55,005 Interest-bearing deposits: Savings accounts 53,971 54,364 NOW accounts 55,314 49,834 Money market accounts 52,448 54,431 Time deposits of $100,000 and over 50,946 51,812 Other time deposits 178,157 174,161 -------- -------- Total interest-bearing deposits 390,836 384,602 -------- -------- Total deposits 446,698 439,607 -------- -------- Short-term borrowings 35,181 27,403 Long-term borrowings 11,050 11,125 Other liabilities 4,591 4,192 -------- -------- Total liabilities 497,520 482,327 -------- -------- Stockholders' equity: Common stock, $4 par value. Authorized 12,000,000 shares issued and outstanding, 3,565,415 and 3,566,915 shares, respectively 14,262 14,267 Surplus 126 160 Retained earnings 45,799 43,863 Unrealized gains on securities available for sale, net of taxes 66 276 -------- -------- Total stockholders' equity 60,253 58,566 -------- -------- Commitments and contingencies Total liabilities and stockholders' equity $557,773 $540,893 ======== ======== See accompanying notes to consolidated financial statements UNION BANKSHARES CORPORATION AND SUBSIDIARIES Consolidated Statements of Income (Unaudited) Quarters ended March 31, 1997 and 1996 (Dollars in thousands)
1997 1996 ----- ----- Interest income: Interest and fees on loans ........................................................ $ 8,219 $ 7,837 Interest on securities: U.S. Treasury securities ......................................... 108 104 U.S. Government agencies and corporations ........................ 862 895 States and political subdivisions ................................ 963 882 Other securities ................................................. 185 176 Interest on Federal funds sold .................................................... 58 76 Interest on interest-bearing deposits in other banks ............................. 15 2 ------ ----- Total interest income ............................................ 10,410 9,972 ------ ----- Interest expense: Interest on deposits ................................................................ 4,408 4,345 Interest on other borrowings ........................................................ 526 383 ----- ----- Total interest expense ............................................. 4,934 4,728 ----- ----- Net interest income ................................................ 5,476 5,244 Provision for loan losses (note 2) .................................................... 200 131 ----- ----- Net interest income after provision for loan losses ................................................ 5,276 5,113 ----- ----- Other income: Service fees ........................................................................ 742 568 Gains (losses) on sale of securities available for sale ............................. 31 (106) Gains (losses) on sales of other real estate owned and bank premises, net ............................................. 109 - Other operating income .............................................................. 123 141 ----- ---- Total other income ................................................. 1,005 603 ------ ---- Other expenses: Salaries and benefits ............................................................... 2,033 1,826 Occupancy expenses .................................................................. 246 198 Furniture and equipment expenses .................................................... 304 237 FDIC assessments .................................................................... 12 2 Other operating expenses ............................................................ 1,179 1,076 ----- ----- Total other expenses ............................................... 3,774 3,339 ----- ----- Income before income taxes ............................................................ 2,507 2,377 Income tax expense .................................................................... 570 530 ----- ----- Net income ......................................................... $1,937 $ 1,847 ====== ======= Net income per share of common stock .................................................. $ 0.54 $ 0.52 ====== ======= Cash dividends per share of common stock .............................................. $ -- $ -- ====== =======
See accompanying notes to consolidated financial statements.
UNION BANKSHARES CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows Three Months Ended March 31, 1997 and 1996 (Dollars in thousands) 1997 1996 ---- ---- Operating activities: Net income $ 1,937 $ 1,847 Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities: Depreciation of bank premises and equipment 355 226 Amortization of intangibles 11 10 Provision for loan losses 200 131 (Gains) losses on sales of securities available for sale 24 105 Gain on sale of other real estate owned (124) -- (Increase) decrease in other assets (636) (1,224) Increase in other liabilities 499 672 -------- -------- Net cash and cash equivalents provided by operating activities 2,266 1,767 -------- -------- Investing activities: Net increase in securities (6,132) 1,372 Net increase in loans (7,336) (10,521) Acquisition of bank premises and equipment (726) (809) Proceeds from sales of other real estate owned 3,421 -- -------- -------- Net cash and cash equivalents used in investing activities (10,773) (9,958) -------- -------- Financing activities: Net increase (decrease) in non-interest-bearing deposits 857 2,113 Net increase in interest-bearing deposits 6,234 10,043 Net increase in short-term borrowings 7,778 128 Purchase of common stock (40) -- Repayment of long-term borrowings (75) (75) -------- -------- Net cash and cash equivalents provided by financing activities 14,754 12,209 -------- -------- Increase (decrease) in cash and cash equivalents 6,247 4,018 Cash and cash equivalents at beginning of period 22,453 18,028 -------- -------- Cash and cash equivalents at end of period $ 28,700 $ 22,046 ======== ========
See accompanying notes to consolidated financial statements. UNION BANKSHARES CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements March 31, 1997 1. ACCOUNTING POLICIES The consolidated financial statements include the accounts of Union Bankshares Corporation and its subsidiaries (the "Company"). Significant intercompany accounts and transactions have been eliminated in consolidation. The information contained in the financial statements is unaudited and does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, in the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of the interim periods presented have been made. Operating results for the three-month period ended March 31, 1997 are not necessarily indicative of the results that may be expected for the year ending December 31, 1997. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's 1996 Annual Report to Stockholders. Certain previously reported amounts have been reclassified to conform to current period presentation. 2. ALLOWANCE FOR LOAN LOSSES The following summarizes activity in the allowance for loan losses for the three months ended March 31, (in thousands): 1997 1996 ---- ---- Balance, January 1 $ 4,388 $ 4,060 Provisions charged to operations 200 131 Recoveries credited to allowance 36 263 Loans charged off (251) (179) ------- ------ Balance, March 31 $ 4,373 $ 4,275 ======= ======= 3. EARNINGS PER SHARE Earnings per share outstanding has been computed by dividing net income by the weighted average number of shares outstanding for the period. Weighted average shares used for the computation were 3,566,101 and 3,561,970 for the three months ended March 31, 1997 and 1996. ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Union Bankshares Corporation (the "Company") is a multi-bank holding company organized under Virginia law which provides financial services through its wholly-owned subsidiaries, Union Bank & Trust Company, Northern Neck State Bank, King George State Bank, Union Investment Services, Inc., and Union Mortgage Company, LLC. The three subsidiary banks, Unon Bank & Trust Company, Northern Neck State Bank and King George State Bank, are full service retail commercial banks offering a wide range of banking and related financial services, including demand and time deposits, as well as commercial, industrial, residential construction, residential mortgage and consumer loans. Union Investment Services, Inc., is a full service discount brokerage company which offers a full range of investment services, and sells mutual funds, bonds and stocks. Union Mortgage Company, LLC provides a wide array of mortgage products to the Company's primary trade area. The Company's primary trade area stretches from Fredericksburg, south to Hanover County and east to the Northern Neck area of Virginia. The Corporate Headquarters are located in Bowling Green, Virginia. Through its banking subsidiaries, the Company operates 19 branches in its primary trade area. Management's discussion and analysis is presented to aid the reader in understanding and evaluating the financial condition and results of operations of Union Bankshares Corporation and subsidiaries (the "Company"). The analysis focuses on the Consolidated Financial Statements, the footnotes thereto, and the other financial data herein. Highlighted in the discussion are material changes from prior reporting periods and any identifiable trends affecting the Company. Amounts are rounded for presentation purposes, while the percentages presented are computed based on unrounded amounts. Results of Operations Net income for the first quarter of 1997 was $1.9 million, up from $1.8 million for the same period in 1996. Earnings per share amounted to $.54 in the first quarter of 1997 as compared to to $.52 in the first quarter of 1996. The Company's annualized return on assets for the first quarter of 1997 was 1.43% as compared to 1.46% a year ago. The Company's annualized return on equity totaled 13.22% and 13.82% for the three months ended March 31, 1997 and 1996, respectively. Despite strong asset and capital growth, these performance ratios remain strong performance ratios by industry and peer standards. Net Interest Income Net interest income on a tax-equivalent basis for the first quarter of 1997 increased by 3.0% to $5.8 million from $5.6 million for the same period a year ago. By managing its interest rate spread and increasing the volume of earning assets over interest-bearing liabilities, the Company has been able to maintain a strong net interest margin. Average earning assets during the first quarter of 1997 increased by $28.0 million to $503.5 million from the first quarter of 1996, while average interest-bearing liabilities grew by $23.3 million to $428.5 million over this same period. The Company's yield on average earning assets was 8.56%, down from 8.78% a year ago, while its cost of average interest-bearing liabilities also decreased slightly from 4.70 % to 4.62%.
Union Bankshares Corporation Average Balances, Income and Expenses, Yields and Rates (Taxable Equivalent Basis) --------------------------------------------------------------------------------------------- Quarter Ended March 31, ----------------------------------------------------- 1997 1996 1995 --------------------------------------------------------------------------------------------- Interest Interest Interest Average Income/ Yield/ Average Income/ Yield/ Average Income/ Yield/ Balance Expense Rate Balance Expense Rate Balance Expense Rate --------------------------------------------------------------------------------------------- (Dollars in thousands) Assets: Securities: Taxable . . . . . . . . . . . $ 74,595 $ 1,144 6.15% $ 75,474 $ 1,151 6.13% $71,283 $ 1,164 6.55% Tax-exempt(1) . . . . . . . . 66,437 1,315 7.94% 62,364 1,312 8.46% 59,574 1,193 8.03% --------- --------- -------- ------- ------ -------- Total securities . . . 141,032 2,459 6.99% 137,838 2,463 7.19% 130,857 2,357 7.22% Loans, net. . . . . . . . . . . . . 356,855 8,219 9.24% 332,101 7,837 9.49% 299,245 6,966 9.34% Federal funds sold . . . . . . . . . 4,645 58 5.01% 4,842 69 5.73% 3,815 51 5.36% Interest-bearing deposits .......... - - in other banks . . . . . . . . 1,002 15 6.00% 725 9 4.99% 417 6 5.77% --------- --------- -------- ------ ------- ------- Total earning assets . . 503,534 10,751 8.56% 475,506 10,378 8.78% 434,334 9,380 8.66% Allowance for loan losses . . . . . . (4,451) (4,113) (4,169) Total non-earning assets ............ 44,376 38,900 31,527 -------- -------- ----------- Total assets . . . . . . . . . . . . $543,459 $ 510,293 $ 461,692 ========== ========= ========== Liabilities & Stockholders' Equity: Interest-bearing deposits: Checking . . . . . . . . . . . $ 51,797 329 2.55% $ 45,348 286 2.54% 43,644 304 2.79% Regular savings . . . . . . . 45,067 351 3.12% 56,120 504 3.61% 60,264 563 3.75% Money market savings . . . . . 54,504 455 3.35% 55,068 452 3.30% 60,813 518 3.42% Certificates of deposit: $100,000 and over . . . . . . 49,890 645 5.19% 47,159 636 5.42% 38,643 494 5.13% Under $100,000 . . . . . . . . 187,110 2,633 5.64% 166,164 2,467 5.97% 139,814 1,778 5.10% --------- --------- --------- ----- ------- ----- Total interest-bearing deposits . . . . . 388,368 4,413 4.56% 369,859 4,345 4.72% 343,178 3,657 4.27% Other borrowings . . . . . . . . . . . 40,181 525 5.24% 35,375 390 4.43% 23,833 349 5.87% --------- --------- --------- ----- ------- ----- Total interest-bearing liabilities . . . 428,549 4,938 4.62% 405,234 4,735 4.70% 367,011 4,006 4.38% -------- ------ ------ Non-interest bearing liabilities: Demand deposits . . . . . . . . 52,870 49,002 44,853 Other liabilities . . . . . . . 4,660 3,844 4,128 --------- --------- --------- Total liabilities . . . . 486,079 458,080 415,992 Stockholders' equity . . . . . . . . . .57,380 52,213 45,700 --------- --------- -------- Total liabilities and stockholders' equity . . . . . .$543,459 $ 510,293 $ 461,692 ========= ========= ========= Net interest income ........................... $ 5,813 $ 5,643 $ 5,374 ========= ========= ========= Interest rate spread .......................... 3.94% 4.08% 4.28% Interest expense as a percent of average earning assets ............... 3.93% 4.01% 3.70% Net interest margin ........................... 4.63% 4.77% 4.96%
(1) Income and yields are reported on a taxable equivalent basis Union Bankshares Corporation The following table presents the Company's interest sensitivity position at March 31, 1997. This one-day position, which is continually changing, is not necessarily indicative of the Company's position at any other time.
Interest Sensitivity Analysis March 31, 1997 --------------------------------------------------------------------------------- Within 90-365 1-5 Over 90 Days Days Years 5 Years Total -------------- --------------- --------------- -------------- --------------- (In thousands) Earning Assets: Loans, net of unearned income (3) ..... $ 77,277 $ 63,058 $ 145,382 $ 73,519 $ 359,236 Investment securities ................. 200 1,090 8,301 943 10,534 Securities available for sale ......... 2,041 4,023 34,653 95,240 135,957 Federal funds sold .................... 6,385 -- -- -- 6,385 Other short-term investments .......... 1,149 -- -- -- 1,149 --------- --------- --------- --------- --------- Total earning assets .................. 87,052 68,171 188,336 169,702 513,261 --------- --------- --------- --------- --------- Interest-Bearing Liabilities: Interest checking (2) ................. -- 501 54,812 -- 55,313 Regular savings (2) ................... 4,705 1,669 47,597 -- 53,971 Money market savings .................. 44,086 1,515 6,847 -- 52,448 Certificates of deposit: $100,000 and over ................. 14,291 21,980 14,675 -- 50,946 Under $100,000 .................... 30,368 89,875 57,913 -- 178,156 Short-term borrowings ................. 19,172 16,009 -- -- 35,181 Long-term borrowings .................. -- 150 10,600 300 11,050 --------- --------- --------- --------- --------- Total interest-bearing liabilities . . . . . . . . . . . . 112,622 131,699 192,444 300 437,065 --------- --------- ---------- -------- --------- Period gap ............................ (25,570) (63,528) (4,108) 169,402 Cumulative gap . . . . . . . . . . . . $ (25,570) $ (89,098) $ (93,206) $ 76,196 $ 76,196 ========== ========== ========= ========= ========= Ratio of cumulative gap to total earning assets .............. -5.63% -18.21% -19.23% 13.78% ===== ======= ========== =======
(1) The repricing dates may differ from maturity dates for certain assets due to prepayment assumptions. (2) The Company has found that interest-bearing checking deposits and regular savings deposits are not sensitive to changes in related market rates and therefore, it has placed them predominantly in the "1-5 Years" column. (3) Excludes non-accrual loans Provision for Possible Loan Losses The provision for possible loan losses totaled $200,000 for the first quarter of 1997, up from $131,000 for the first quarter of 1996. These provisions reflect the performance of the loan portfolio and management's assessment of the credit risk in the portfolio. (See Asset Quality) Non-Interest Income Non-interest income for the first quarter of 1997 totaled $1.0 million, up from $603,000 a year ago. This increase is due principally to the increases in income from service fees on deposit accounts, increased brokerage commissions and net gains of approximately $109,000 on sales of real estate owned. Management continues to seek additional sources of non-interest income, including increased emphasis on its credit card operations, mortgage banking activities and discount brokerage services. Non-Interest Expense Non-interest expense increased by 13.0% for the first quarter of 1997, totaling $3.8 million as compared to $3.3 million for the quarter ended March 31, 1996. Personnel costs comprised much of this change, increasing approximately 11.3% over the first quarter of 1996. Much of this cost is attributable to infrastructure associated with the consolidation of certain functions and the development and introduction of new products and delivery systems, which are expected to enhance future earnings through increased revenue and/or improved efficiencies. The Company continues to stress budgetary expense controls and operates at considerably more efficient levels than its peers, as measured by the efficiency ratio (ratio of non-interest expenses to net interest income plus non-interest income). For the first quarter of 1997 the Company's efficiency ratio was 56.3%. Financial Condition Total assets as of March 31, 1997 were $557.8 million, an increase of 3.1% from $540.9 million at December 31, 1996 and 7.42% from $519.2 million at March 31, 1996. Asset growth continued to be fueled by steady loan demand, as loans totaled $359.4 million at March 31, 1997, an increase of 2.0% from $352.3 million at December 31, 1996, and 6.5% from $337.4 million at March 31, 1996. Stockholders' equity totaled $60.3 million at March 31, 1997 which represents a book value of $ 16.90 per share. Deposit growth, though outpaced by loan growth, remained steady. Total deposits at March 31, 1997 were $446.7 million, up 1.6% from $439.6 million at December 31, 1996 and 4.4% from $427.9 million a year earlier. Other borrowings totaled $46.2 million a 20.0% increase over $38.5 million at the end of 1996 and a 42.5% increase from $32.4 million at March 31, 1996. The Company continues to utilize other borrowings to supplement deposit growth and, periodically, in wholesale leverage transactions. These wholesale leverage transactions are typically executed at spreads of approximately 150 to 200 basis points and, although they negatively impact the Company's net interest margin, they have a positive effect on earnings and return on equity. Continued competition for deposits, particularly as it impacts certificate of deposit rates, is reflected in the deposit mix. Management continues to focus on increasing lower cost deposit products, including non-interest bearing demand deposits and savings accounts. Increased competition for funds, particularly by non-banks, continues to contribute to a narrowing of the net interest margin which has been largely offset by increases in the volume of earning assets. Asset Quality The allowance for credit losses is an estimate of an amount adequate to provide for potential losses in the loan portfolio. The level of credit losses is affected by general economic trends as well as conditions affecting individual borrowers. The allowance is also subject to regulatory examinations and determination as to adequacy, which may take in to account such factors as the methodology used to calculate the allowance and comparison to peer groups. The allowance for loan losses totaled $4.4 million at March 31, 1997 or 1.22% of total loans, as compared to 1.25% at December 31, 1996 and 1.27% at March 31, 1996. At March 31, 1997, non-performing assets of $4.0 million included foreclosed properties of $1.1 million and a $2.4 million investment in income-producing property. The decrease from December 31, 1996 is principally due to the sale of a single property comprising over 1800 acres in King George County and which had been carried at $1.9 million. March 31, December 31, March 31, 1997 1996 1996 ----- ---- ---- Non-accrual loans $ 477 $ 420 $ 821 Foreclosed properties 1,111 4,056 3,932 Real estate investment 2,389 2,970 -- ------ ------ ------ Non-performing assets $3,977 $7,446 $4,753 ====== ====== ====== Allowance for loan losses $4,373 $4,388 $4,275 Allowance as % of total loans 1.22% 1.25% 1.27% Non-performing assets to loans and foreclosed properties 1.20% 2.07% 1.25% Capital Resources Capital resources represent funds, earned or obtained, over which financial institutions can exercise greater or longer control in comparison with deposits and borrowed funds. The adequacy of the Company's capital is reviewed by management on an ongoing basis with reference to the size, composition, and quality of the Company's resources and consistency with regulatory requirements and industry standards. Management seeks to maintain a capital structure that will assure an adequate level of capital to support anticipated asset growth and absorb potential losses. The Federal Reserve, along with the Comptroller of the Currency and the Federal Deposit Insurance Corporation, has adopted capital guidelines to supplement the existing definitions of capital for regulatory purposes and to establish minimum capital standards. Specifically, the guidelines categorize assets and off-balance sheet items into four risk-weighted categories. The minimum ratio of qualifying total assets is 8.0%, of which 4.0% must be Tier 1 capital, consisting of common equity and retained earnings, less certain goodwill items. At March 31, 1997, the Company's ratio of total capital to risk-weighted assets was 15.92% and its ratio of Tier 1 capital to risk-weighted assets was 14.84%. Both ratios exceed the fully phased-in capital requirements. The following summarizes the Company's regulatory capital and related ratios at March 31, 1997: Tier 1 capital $ 59,931 Tier 2 capital $ 4,373 Total risk-based capital $ 64,304 Total risk-weighted assets $ 403,817 Capital Ratios: Tier 1 risk-based capital ratio 14.84% Total risk-based capital ratio 15.92% Leverage ratio (Tier I capital to average adjusted total assets) 11.03% Equity to assets ratio 10.80% The Company's book value per share at March 31, 1997 was $16.90. Dividends to stockholders are typically declared and paid semi-annually in June and December. Liquidity Liquidity represents an institution's ability to meet present and future financial obligations through either the sale or maturity of existing assets or the acquisition of additional funds through liability management. Liquid assets include cash, interest bearing deposits with banks, federal funds sold, investments and loans maturing within one year. The Company's ability to obtain deposits and purchase funds at favorable rates determines its liability liquidity. Additional sources of liquidity available to the Company include its capacity to borrow additional funds when necessary through Federal funds lines with several regional banks and a line of credit with the Federal Home Loan Bank. Management considers the Company's overall liquidity to be sufficient to satisfy its depositors' requirements and to meet its customers' credit needs. At March 31, 1997, cash, interest-bearing deposits in other banks, federal funds sold, securities available for sale and loans maturing or repricing in one year were 58.9% of total earning assets. At March 31, 1997 approximately $140.3 million or 39.1% of total loans would mature or reprice within the next year. The Company utilizes federal funds purchased, FHLB advances, securities sold under agreements to repurchase and customer repurchase agreements, in addition to deposits, to fund the growth in its loan portfolio, and to fund securities purchases, periodically in wholesale leverage transactions. PART II - OTHER INFORMATION Item 6 - Exhibits and Reports on Form 8-K (a) No Form 8-K was required to be filed during the most recently completed quarter. 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 Corporation ----------------------------- (Registrant) May 14, 1996 s/ G. William Beale - ---------------------------- ----------------------------- (Date) G. William Beale, President, Chief Executive Officer and Director May 14, 1996 s/ D. Anthony Peay - ---------------------------- ----------------------------- (Date) D. Anthony Peay, Vice President and Chief Financial Officer
UNION BANKSHARES CORPORATION AND SUBSIDIARIES Index to Exhibits Form 10-Q/March 31, 1997 Exhibit No. Description 2 Plan of acquisition, reorganization, arrangement, liquidation or succession - Not Applicable 4 Instruments defining the rights of security holders, including indentures Not Applicable 10 Material contracts Not Applicable 11 Statement re: computation of per share earnings Not Applicable 15 Letter re: unaudited interim financial information Not Applicable 18 Letter re: change in accounting principles Not Applicable 19 Previously unfiled documents Not Applicable 20 Report furnished to security holders Not Applicable 22 Published report re: matters submitted to vote of security holders None 23 Consents of experts and counsel Not Applicable 24 Power of Attorney Not Applicable 99 Additional Exhibits None