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2005 News Releases

Unizan Financial Corp. Reports Fourth Quarter and Year End 2004 Financial Results

 

Investor Contact:
Roger L. Mann
President and Chief Executive Officer
1-330-438-1118 or 1-866-235-7203
rmann@unizan.com

Media Contact:
Sandy K. Upperman,
Vice President, Corporate Communications
1-330-438-4858
supperman@unizan.com

CANTON, Ohio -- February 18, 2005 -- Unizan Financial Corp. (Nasdaq: UNIZ), today reported net income of $3.3 million for the quarter ended December 31, 2004, or $0.15 per diluted share, compared with net income of $2.9 million or $0.13 per diluted share reported for the quarter ended September 30, 2004 and $2.6 million, or $0.12 per diluted share, for the quarter ended December 31, 2003. As previously announced, the fourth quarter 2004 results include a $2.2 million, or $0.10 per diluted share, after-tax charge to recognize an other-than-temporary impairment in value of certain investment securities. The fourth quarter 2004 results also include $160 thousand after-tax, or $0.01 per diluted share, of merger-related severance and other charges compared to an after-tax severance charge of $2.0 million, or $0.09 per diluted share, in the 2003 period. The third quarter 2004 results included an after-tax gain of $317 thousand, or $0.01 per diluted share, on the sale of the Company's Wooster Financial Center and $309 thousand after- tax, or $0.01 per diluted share, of merger-related severance costs and professional fees.

Net income for the year-ended December 31, 2004 was $11.7 million or $0.53 per diluted share compared to $23.2 million or $1.05 per diluted share for 2003. In addition to the fourth quarter 2004 charge discussed above, during 2004 Unizan recognized salary expense of $5.1 million pre-tax, or $3.3 million after-tax, in relation to the exercise of certain stock options and additional expenses of $2.7 million pre-tax, or $1.8 million after-tax, for merger- related professional fees and severance costs.

Net interest income - Net interest income was $17.2 million for the three months ended December 31, 2004, up 6.9% from the previous quarter and down 7.4% from the same quarter last year. Net interest income has declined from a year ago due to a 4.7% lower level of average earning assets as well as a decline in the net interest margin. Additionally, the yield on earning assets and the cost of funds have been impacted by a change in the mix and duration of outstanding assets and liabilities. The net interest margin was 2.97% for the fourth quarter of 2004 compared to 2.75% for the third quarter of 2004 and 3.04% for the fourth quarter of 2003. Net interest income was negatively impacted during the third quarter of 2004 by faster than projected amortization of the purchase accounting adjustments associated with the mark- to-market of UNB Corp.'s loan portfolio at the time of the merger between UNB Corp. and BancFirst Ohio Corp. in March of 2002. During the third quarter of 2004, $1.4 million of amortization was recognized compared with $436 thousand in the fourth quarter of 2004 and $548 thousand in the fourth quarter of 2003. This amortization reduced the Company's net interest margin by 0.23% in the third quarter of 2004 as compared to .07% in the fourth quarter of 2004 and .09% in the fourth quarter of 2003.

Provision for loan losses - The provision for loan losses was $1.4 million for the three months ended December 31, 2004, compared to $3.8 million in the previous quarter and $1.5 million in the fourth quarter of 2003. Net charge- offs for the three months ended December 31, 2004, were $1.5 million compared to $2.3 million for the third quarter of 2004 and $1.5 million for the fourth quarter of 2003. The decrease in net charge-offs from the third quarter of 2004 was mainly attributed to decreases in commercial, commercial real estate and government guaranteed loan charge-offs.

Other income - Other income, excluding net gains and losses on securities, was $6.8 million for the fourth quarter of 2004 compared with $7.3 million for the third quarter of 2004 and $6.6 million for fourth quarter of 2003. Results for the third quarter of 2004 included a $488 thousand pre-tax gain on the sale of the Wooster Financial Center.

Gains on sales of loans totaled $1.1 million, compared with $1.0 million in both the third quarter of 2004 and fourth quarter of 2003. During the fourth quarter of 2004, gains from the sale of the guaranteed portion of Small Business Administration (SBA) and other government guaranteed loans were $1.0 million, compared with $898 thousand of gains in the third quarter of 2004 and $810 thousand of gains in the fourth quarter of 2003.

Gains from the sale of residential mortgage loans in the fourth quarter of 2004 were $113 thousand compared with $110 thousand of gains recognized in the third quarter of 2004 and $196 thousand of gains in the fourth quarter of 2003. With the rise in interest rates and fewer customers who can benefit from refinancing, fees associated with the mortgage related business have declined as refinancing activity has slowed.

Net securities losses of $3.3 million were recognized in the fourth quarter of 2004 compared to net losses of $60 thousand in the prior quarter and $502 thousand in the fourth quarter of 2003. As noted earlier, the fourth quarter 2004 results include a $3.4 million pre-tax other-than-temporary impairment charge associated with adjustable rate perpetual preferred stock issued by Fannie Mae (FNMA) and Freddie Mac (FHLMC). Losses in the fourth quarter of 2003 related to sales of equity securities and a write-down of a corporate obligation.

Other expense - Other expense was $15.0 million for the three months ended December 31, 2004, down $635 thousand, or 4.0%, from the previous quarter and down $3.9 million, or 20.8%, from the same quarter last year. The decrease from the prior quarter was primarily attributed to a $1.7 million decrease in salaries and benefits due to declines in staffing levels and lower benefits and severance costs. Total full time equivalent employees have decreased from 735 at December 31, 2003 to 650 at September 30, 2004 and 627 at December 31, 2004. This decrease in salaries and benefits was partially offset by a $1.4 million increase in other expenses which related to higher professional fees incurred in connection with activities associated with Section 404 of the Sarbanes-Oxley Act as well as filling staffing vacancies. The decrease from the year ago quarter primarily related to a $4.2 million decrease in salaries and benefits which was mainly attributed to the prior year period including a $2.2 million pre-tax severance charge. Salaries and benefits expense in general also declined as a result of lower staffing levels.

Provision for income taxes - The effective tax rate for the three months ended December 31, 2004 was 22.9% compared to 26.3% in the previous quarter and 39.7% in the same quarter last year. The Company's effective tax rates for the third and fourth quarter of 2004 were primarily impacted by tax-exempt income being a larger portion of pre-tax income which had the effect of reducing the effective tax rate as compared to the fourth quarter of 2003. Also, the higher effective tax rate in the 2003 period resulted from the non tax deductible nature of a large portion of the severance charge recognized in such period.

Balance sheet - Total assets at December 31, 2004 were $2.57 billion compared to $2.59 billion at the end of the third quarter 2004 and $2.73 billion a year ago. Assets remained relatively unchanged from the prior quarter and declined 5.7% compared to year end 2003. Compared to the prior year, securities declined by 9.9% while loans decreased by 4.8%. During 2004, growth in commercial loans was more than offset by declines in all other loan categories. These declines were attributed to the closing of the aircraft lending centers, competitive factors involving rate and structure and fewer lending officers originating new loans due to turnover of relationship managers in areas where there is significant market overlap with Huntington Bancshares Incorporated ("Huntington" - see Pending Merger below).

Total deposits decreased by $135.1 million, or 6.8%, compared to the prior year. A total of $15.4 million of this decline was due to the sale of the Wooster Financial Center during the third quarter of 2004. Of the deposits sold, $10.3 million were certificates of deposit with the remaining distributed between demand and savings accounts. During 2004, interest bearing demand deposits declined by 20.6%, savings deposits, including money market accounts, declined by 0.8% and certificate of deposits declined by 10.3% while non-interest bearing deposits increased 11.9%. During the first half of 2003, Unizan Bank executed a deposit gathering strategy utilizing introductory rates within the interest bearing demand and money market deposit products. A portion of the funds gathered were rate sensitive and have shifted to other higher yielding alternatives. The decline in certificate of deposits was partially due to the maturity of $60.2 million of brokered deposits and is consistent with the Company's overall strategy to change the deposit mix.

Asset quality - At December 3, 2004, non-performing loans to total loans increased to 1.61% from 1.53% at September 30, 2004 and 1.32% at December 31, 2003. Non-performing loans at December 31, 2004 were $30.2 million compared to $29.2 million at September 30, 2004 and $25.9 million at December 31, 2003.

Non-performing loans, excluding the portion of the loans guaranteed by the government, at December 31, 2004 were $22.9 million compared to $22.2 million at September 30, 2004 and $19.4 million at December 31, 2003. The $705 thousand or 3.2% increase in non-performing loans since September 30, 2004, is primarily attributed to a $376 thousand increase in non-performing aircraft loans and an $833 thousand increase in non-performing commercial real estate loans, offset in part by a $443 thousand decline in net non-performing government guaranteed loans. The $3.5 million increase in non-performing loans from December 31, 2003 was mainly due to a $2.6 million increase in non- performing aircraft loans and a $2.3 million increase in non-performing commercial real estate loans, offset in part by a $1.5 million decline in non- performing residential real estate loans.

 

Pending Merger

As previously announced, the Company has extended its agreement to merge with Huntington to January 27, 2006. As reported, Huntington continues to have ongoing discussions with the staff of the Securities and Exchange Commission ("SEC") regarding resolution of its previously announced formal investigation into certain financial accounting matters relating to fiscal years 2002 and earlier and certain related disclosure matters. Also, Huntington expects to enter into formal supervisory agreements with its banking regulators, the Federal Reserve Board and Office of the Comptroller of the Currency, providing for a comprehensive action plan designed to address its financial reporting and accounting policies, procedures and controls, and its corporate governance practices. Huntington remains in active dialogue with banking regulators concerning these and related matters and is working diligently to resolve them in a full and comprehensive manner. Pending the successful resolution of these matters, Huntington would resubmit its applications for regulatory approval of the merger with Unizan Financial Corp.

 

Internal Control Over Financial Reporting

The Company's management identified and reported to the Audit Committee the following control deficiencies, which, individually or in the aggregate, may constitute a material weakness in the Company's internal control over financial reporting as of December 31, 2004.

  • Inadequate general computer controls related to 1) application and
    infrastructure change controls; and 2) security around user access
    rights to certain application systems.
  • Lack of sufficient documentation over the year end closing process
    combined with key employee turnover and lower staffing levels resulting
    from the pending merger with Huntington.

Management, with the oversight of the Audit Committee, has been aggressively addressing all of these issues and is committed to effectively remediating known weaknesses as expeditiously as possible. Although the Company's remediation efforts are well underway and expected to be completed in the first quarter of 2005, the Company's weaknesses will not be considered remediated until new internal controls are operational for a period of time and are tested, and management and its independent registered public accounting firm conclude that these controls are operating effectively. Due to the nature of and the time necessary to effectively remediate and test each of the weaknesses identified to date, the Company expects to conclude that some of the weaknesses identified to date had not been effectively remediated as of December 31, 2004. As a result, Management may not be able to issue a positive opinion on the Company's internal controls in the Company's 2004 Annual Report on Form 10-K. Management believes its assertions regarding the Company's internal controls over financial reporting will not preclude an unqualified opinion on the financial statements contained in the Company's 2004 Annual Report on Form 10-K and prepared in conformity with accounting principals generally accepted in the United States of America.

 

About Unizan

Unizan Financial Corp., a $2.6 billion holding company, is a financial services organization headquartered in Canton, Ohio. The company operates 42 full-service retail financial centers in five metropolitan markets in Ohio - Canton, Columbus, Dayton, Newark and Zanesville. Through Unizan Financial Corp.'s subsidiaries, Unizan Bank, National Association; Unizan Financial Services Group, National Association; Unizan Banc Financial Services, Inc.; and Unizan Financial Advisors, Inc., the company offers its client base corporate and retail banking, Internet banking and wealth management products and services. Additionally, the company operates government guaranteed loan programs through its business lending centers in Cincinnati, Cleveland, Columbus and Dayton, Ohio; Detroit, Michigan; Mt. Arlington, New Jersey and Indianapolis, Indiana. For more information on Unizan Financial Corp. and its subsidiaries, visit the company on the Web at www.unizan.com .

 

About Huntington

Huntington Bancshares Incorporated is a $33 billion regional bank holding company headquartered in Columbus, Ohio. Through its affiliated companies, Huntington has more than 139 years of serving the financial needs of its customers. Huntington provides innovative retail and commercial financial products and services through more than 300 regional banking offices in Indiana, Kentucky, Michigan, Ohio and West Virginia. Huntington also offers retail and commercial financial services online at huntington.com; through its technologically advanced, 24-hour telephone bank; and through its network of approximately 700 ATMs. Selected financial service activities are also conducted in other states including: Dealer Sales offices in Florida, Georgia, Tennessee, Pennsylvania, and Arizona; Private Financial Group offices in Florida; and Mortgage Banking offices in Florida, Maryland, and New Jersey. International banking services are made available through the headquarters office in Columbus and an office located in the Cayman Islands and an office located in Hong Kong.

 

Forward-looking Statements

This press release includes forward-looking statements that are subject to certain risks and uncertainties. Unizan Financial Corp.'s actual results, performance, or achievements may differ materially from those expressed or implied in the forward-looking statements. Risk or uncertainties that could cause or contribute to such material differences include, but are not limited to, general economic conditions, interest rate environment, competitive conditions in the financial services industry, changes in law, governmental policies and regulation, and rapidly changing technology affecting financial services. Reference is made to Unizan Financial Corp.'s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2003, and other periodic filings, for a description of the foregoing and other factors that could cause actual results to differ materially from those in the forward-looking statements.

 Unizan Financial Corp.
                         CONSOLIDATED BALANCE SHEETS

      (In thousands except per share data)

                                             12/31/04    09/30/04    06/30/04
      ASSETS
      Federal funds sold and interest
       bearing deposits with banks             $7,139      $8,408      $5,446
      Securities, net                         422,566     404,104     408,021
      Federal Home Loan Bank stock, at cost    36,170      35,788      35,410
      Loans originated and held for sale        1,256       2,353       2,118
      Loans:
         Commercial, financial and
          agricultural                        268,339     266,262     269,219
         Aircraft                             106,845     117,497     126,824
         Commercial real estate               607,470     610,061     646,900
         Residential real estate              439,866     441,338     446,738
         Consumer                             450,617     465,591     469,236
           Total Loans less unearned income 1,873,137   1,900,749   1,958,917
      Less allowance for loan losses           26,356      26,387      24,922
            Net loans                       1,846,781   1,874,362   1,933,995
            Total earning assets            2,340,268   2,351,402   2,409,912
      Cash and cash equivalents                52,057      61,072      81,111
      Premises and equipment, net              22,226      22,787      23,891
      Goodwill                                 91,971      91,971      91,971
      Other intangible assets                  15,473      16,157      17,025
      Accrued interest receivable and other
       assets                                  77,195      76,500      77,546
                Total Assets               $2,572,834  $2,593,502  $2,676,534


      LIABILITIES
      Deposits:
         Non-interest bearing deposits       $231,004    $213,621    $221,027
         Demand - interest bearing            219,249     229,938     242,709
         Savings                              526,972     517,295     494,598
         Certificates and other time deposits 863,501     856,914     908,903
            Total deposits                  1,840,726   1,817,768   1,867,237
      Total borrowings                        394,373     439,400     483,485
      Accrued taxes, expenses and other
       liabilities                             25,810      26,148      23,786
                Total Liabilities           2,260,909   2,283,316   2,374,508

      SHAREHOLDERS' EQUITY
      Common stock ($1.00 stated value,
       100,000,000 shares authorized;
       22,123,069 shares issued)               22,123      22,123      22,123
      Paid-in capital                         220,741     221,141     223,200
      Retained earnings                        74,854      74,560      74,654
      Stock held by deferred compensation
       plan, 124,824; 122,209; 119,274;
       118,616 and 118,616 shares at cost,
       respectively                            (2,279)     (2,112)     (2,039)
      Treasury stock, 43,956; 64,059;
       327,256; 368,389 and 440,276
       shares at cost, respectively            (1,137)     (1,647)     (9,282)
      Accumulated other comprehensive loss     (2,377)     (3,879)     (6,630)
                Total Shareholders' Equity    311,925     310,186     302,026
                Total Liabilities and
                 Shareholders' Equity      $2,572,834  $2,593,502  $2,676,534



                            Unizan Financial Corp.
                         CONSOLIDATED BALANCE SHEETS

      (In thousands except per share data)

                                                  03/31/04          12/31/03
      ASSETS
      Federal funds sold and interest
       bearing deposits with banks                  $5,080            $1,942
      Securities, net                              487,316           474,636
      Federal Home Loan Bank stock, at cost         35,061            34,716
      Loans originated and held for sale             4,744             2,679
      Loans:
         Commercial, financial and agricultural    258,677           261,167
         Aircraft                                  134,889           133,277
         Commercial real estate                    662,289           658,699
         Residential real estate                   449,057           450,398
         Consumer                                  464,323           464,943
           Total Loans less unearned income      1,969,235         1,968,484
      Less allowance for loan losses                24,611            24,611
            Net loans                            1,944,624         1,943,873
            Total earning assets                 2,501,436         2,482,457
      Cash and cash equivalents                     71,924            59,622
      Premises and equipment, net                   24,641            25,353
      Goodwill                                      91,971            91,971
      Other intangible assets                       17,836            18,661
      Accrued interest receivable and
       other assets                                 77,987            76,860
                Total Assets                    $2,761,184        $2,730,313

      LIABILITIES
      Deposits:
         Non-interest bearing deposits            $214,844          $206,501
         Demand - interest bearing                 257,012           276,037
         Savings                                   531,437           531,134
         Certificates and other time deposits      942,850           962,120
            Total deposits                       1,946,143         1,975,792
      Total borrowings                             483,093           421,885
      Accrued taxes, expenses and other
       liabilities                                  25,262            29,813
                Total Liabilities                2,454,498         2,427,490

      SHAREHOLDERS' EQUITY
      Common stock ($1.00 stated value,
       100,000,000 shares authorized;
       22,123,069 shares issued)                    22,123            22,123
      Paid-in capital                              224,722           223,613
      Retained earnings                             74,461            74,993
      Stock held by deferred compensation plan,
       124,824; 122,209; 119,274; 118,616
       and 118,616 shares at cost, respectively     (2,016)           (2,016)
      Treasury stock, 43,956; 64,059;
       327,256; 368,389 and 440,276
       shares at cost, respectively                (10,308)          (11,515)
      Accumulated other comprehensive loss          (2,296)           (4,375)
                Total Shareholders'
                 Equity                            306,686           302,823
                Total Liabilities and
                 Shareholders' Equity           $2,761,184        $2,730,313



                            Unizan Financial Corp.
                       COMPARATIVE STATEMENTS OF INCOME

    (In thousands except per share data)

                                                    Three months ended
                                             12/31/04    09/30/04    06/30/04
    Interest income:
      Interest on federal funds sold and
       interest bearing deposits with banks       $25         $21         $13
      Interest and dividends on securities      3,742       3,040       4,269
      Interest and fees on loans and loans
       held for sale                           27,452      26,693      27,573
              Total interest income           $31,219     $29,754     $31,855

    Interest expense:
      Interest on deposits                      9,392       9,058       8,816
      Interest on borrowings                    4,596       4,576       4,366
         Total interest expense                13,988      13,634      13,182
            Net interest income               $17,231     $16,120     $18,673
    Provision for loan losses                   1,425       3,750       2,950
            Net interest income after
             provision for loan losses        $15,806     $12,370     $15,723

    Other income:
      Trust, financial planning, brokerage
       and insurance sales                      2,065       1,793       2,050
      Customer service fees                     1,784       1,854       1,848
      Gains on sale of loans                    1,117       1,008         686
      Security gains/(losses), net             (3,348)        (60)        181
      Other operating income                    1,870       2,626       2,419
         Total other income                     3,488       7,221       7,184

    Other expense:
      Salaries, wages, pension and benefits     6,489       8,211      10,494
      Occupancy expense                           802         875         795
      Furniture and equipment expense             533         520         572
      Taxes other than income taxes               510         557         610
      Intangible amortization expense             684         868         811
      Other operating expense                   6,030       4,652       5,252
         Total other expense                   15,048      15,683      18,534

    Income before income taxes                 $4,246      $3,908      $4,373
    Provision for income taxes                    972       1,029       1,242
    Net Income                                 $3,274      $2,879      $3,131

    Earnings per share:
      Basic                                     $0.15       $0.13       $0.14
      Diluted                                   $0.15       $0.13       $0.14

    Dividends per share                        $0.135      $0.135      $0.135

    Weighted average number of shares:
      Basic                                22,066,952  21,910,942  21,771,251
      Diluted                              22,211,146  22,052,059  21,989,444

    NOTE: Per share data is based on the weighted average number of shares
          outstanding adjusted for stock dividends or splits calculated under
          the treasury method using the average and end of period stock market
          price for basic and diluted shares, respectively.



                            Unizan Financial Corp.
                       COMPARATIVE STATEMENTS OF INCOME

    (In thousands except per share data)

                                                      Three months ended
                                                  03/31/04          12/31/03
    Interest income:
      Interest on federal funds sold and
       interest bearing deposits with banks             $8                $8
      Interest and dividends on securities           4,597             4,127
      Interest and fees on loans and
       loans held for sale                          27,674            28,401
         Total interest income                     $32,279           $32,536

    Interest expense:
      Interest on deposits                           9,150             9,764
      Interest on borrowings                         4,337             4,164
         Total interest expense                     13,487            13,928
            Net interest income                    $18,792           $18,608
    Provision for loan losses                        1,000             1,492
            Net interest income after
             provision for loan losses             $17,792           $17,116

    Other income:
      Trust, financial planning,
       brokerage and insurance sales                 1,953             1,691
      Customer service fees                          1,844             2,107
      Gains on sale of loans                         1,245               993
      Security gains/(losses), net                      71              (502)
      Other operating income                         1,901             1,834
         Total other income                          7,014             6,123

    Other expense:
      Salaries, wages, pension and benefits         12,774            10,659
      Occupancy expense                                867               828
      Furniture and equipment expense                  534               562
      Taxes other than income taxes                    630               504
      Intangible amortization expense                  825               839
      Other operating expense                        5,784             5,598
         Total other expense                        21,414            18,990

    Income before income taxes                      $3,392            $4,249
    Provision for income taxes                         980             1,685
    Net Income                                      $2,412            $2,564

    Earnings per share:
      Basic                                          $0.11             $0.12
      Diluted                                        $0.11             $0.12

    Dividends per share                             $0.135            $0.135

    Weighted average number of shares:
      Basic                                     21,733,289        21,656,687
      Diluted                                   21,972,349        21,940,831

    NOTE: Per share data is based on the weighted average number of shares
          outstanding adjusted for stock dividends or splits calculated under
          the treasury method using the average and end of period stock market
          price for basic and diluted shares, respectively.



                            Unizan Financial Corp.
                       COMPARATIVE STATEMENTS OF INCOME

          (In thousands except per share data)

                                                  For the full year ending
                                                12/31/2004        12/31/2003
    Interest income:
      Interest on federal funds sold and interest
       bearing deposits with banks                     $67              $173
      Interest and dividends on securities          15,648            20,745
      Interest and fees on loans
       and loans held for sale                     109,392           117,942
         Total interest income                     125,107           138,860

    Interest expense:
      Interest on deposits                          36,416            43,012
      Interest on borrowings                        17,875            19,117
         Total interest expense                     54,291            62,129
            Net interest income                     70,816            76,731
    Provision for loan losses                        9,125             4,833
            Net interest income after
             provision for loan losses              61,691            71,898

    Other income:
      Trust, financial planning, brokerage
       and insurance sales                           7,861             7,199
      Customer service fees                          7,330             7,364
      Gains on sale of loans                         4,056             7,125
      Security gains, net                           (3,156)            1,773
      Other operating income                         8,816             7,141
          Total other income                        24,907            30,602

    Other expense:
      Salaries, wages, pension and benefits         37,968            37,219
      Occupancy expense                              3,339             3,432
      Furniture and equipment expense                2,159             2,315
      Taxes other than income taxes                  2,307             2,051
      Intangible amortization expense                3,188             3,387
      Other operating expense                       21,718            19,765
          Total other expense                       70,679            68,169

    Income before income taxes                      15,919            34,331
    Provision for income taxes                       4,223            11,108
    Net Income                                     $11,696           $23,223

    Earnings per share:
      Basic                                          $0.53             $1.07
      Diluted                                        $0.53             $1.05

    Dividends per share                             $0.540            $0.540

    Weighted average number of shares:
      Basic                                     21,871,255        21,683,336
      Diluted                                   22,056,961        22,205,750

    NOTE: Per share data is based on the weighted average number of
          shares outstanding adjusted for stock dividends or splits calculated
          under the treasury method using the average and end of period stock
          market price for basic and diluted shares, respectively.



    Unizan Financial Corp.
    CONSOLIDATED FINANCIAL HIGHLIGHTS
    (Dollars in thousands, except per share data)

                                                2004        2004        2004
    EARNINGS                                  4th Qtr     3rd Qtr     2nd Qtr
    Net Interest Income FTE (1)               $17,510      16,400      18,959
    Provision for loan losses                   1,425       3,750       2,950
    Other income                                6,836       7,281       7,003
    Security gains/(losses), net               (3,348)        (60)        181
    Other expenses                             15,048      15,683      18,534
    FTE adjustment (1)                            279         280         286
    Net income                                 $3,274       2,879       3,131
    Net income per share - diluted              $0.15        0.13        0.14

    PERFORMANCE RATIOS
    Return on average assets (ROA)              0.50%       0.44%       0.46%
    Return on average common equity (ROE)       4.16%       3.71%       4.12%
    Tangible return on average tangible assets  0.60%       0.55%       0.57%
    Tangible return on avg. tangible
     common equity                              7.20%       6.85%       7.49%
    Net interest margin FTE                     2.97%       2.75%       3.09%
    Efficiency ratio (2)                       58.86%      62.03%      59.60%

    MARKET DATA
    Book value/common share                    $14.17       14.06       13.86
    Tangible book value/common share             9.29        9.16        8.86
    Period-end common share mkt value           26.35       27.61       26.10
    Market as a % of book                      186.0%      196.4%      188.3%
    Cash dividends/common share                $0.135       0.135       0.135
    Common stock dividend payout ratio         91.02%     103.27%      93.80%
    Average basic common shares            22,066,952  21,910,942  21,771,251
    Average diluted common shares          22,211,146  22,052,059  21,989,444
    Period end common shares               22,017,113  22,059,010  21,795,813
    Common stock market capitalization       $580,151     609,049     568,871

    ASSET QUALITY
    Gross charge-offs                          $2,139       2,952       3,372
    Net charge-offs                             1,456       2,285       2,639
    Delinquency Ratio                           1.59%       1.60%       1.45%
    Allowance for loan losses                 $26,356      26,387      24,922
    Non-accrual loans                          28,294      26,628      22,173
    Past due 90 days or more & accruing         1,856       2,546       5,612
    Other assets owned                          2,612       2,254       3,850
    Nonperforming assets (NPAs)                32,762      31,428      31,635
    Restructured loans                          2,430       2,461       2,496
    Net charge-off ratio                        0.31%       0.47%       0.54%
    Allowance/loans                             1.41%       1.39%       1.27%
    NPL to loans                                1.61%       1.53%       1.42%
    NPA to loans + other assets                 1.75%       1.65%       1.61%

    Allowance to NPLs                          87.42%      90.45%      89.70%

    AVERAGE BALANCES
    Assets                                 $2,579,517   2,615,839   2,713,206
    Deposits                                1,820,310   1,845,818   1,895,935
    Loans                                   1,883,193   1,935,094   1,964,587
    Earning assets                          2,349,292   2,376,178   2,469,808
    Shareholders' equity                      313,231     308,618     305,902

    ENDING BALANCES
    Assets                                 $2,572,834   2,593,502   2,676,534
    Deposits                                1,840,726   1,817,768   1,867,237
    Loans                                   1,873,137   1,900,749   1,958,917
    Goodwill and other intangible assets      107,444     108,128     108,996
    Earning assets                          2,340,268   2,351,402   2,409,912
    Total shareholders' equity                311,925     310,186     302,026

    (1) - FTE defined as fully tax-equivalent
    (2) - Excludes amortization of intangibles and impairment of goodwill
          expenses. Fourth quarter 2004 excludes $246 pre-tax merger related
          professional fees and severance accrual. Third quarter 2004 excludes
          $488 pre-tax gain on sale of Wooster Financial Center and $476
          pre-tax merger related professional fees and severance accrual.
          Second quarter 2004 excludes $1,427 pre-tax stock option expense and
          $823 pre-tax merger related professional fees and severance accrual.
          First quarter 2004 excludes $3,638 pre-tax stock option expense and
          $1,203 pre-tax merger related professional fees. Fourth quarter 2003
          excludes $2,159 pre-tax expense related to a severance agreement.

    Certain previously reported amounts may have been reclassified to
    conform to current reporting presentation.



    Unizan Financial Corp.
    CONSOLIDATED FINANCIAL HIGHLIGHTS
    (Dollars in thousands, except per share data)

                                                     2004              2003
    EARNINGS                                       1st Qtr           4th Qtr
    Net Interest Income FTE (1)                    $19,061            18,909
    Provision for loan losses                        1,000             1,492
    Other income                                     6,943             6,625
    Security gains/(losses), net                        71              (502)
    Other expenses                                  21,414            18,990
    FTE adjustment (1)                                 269               301
    Net income                                      $2,412             2,564
    Net income per share - diluted                   $0.11              0.12

    PERFORMANCE RATIOS
    Return on average assets (ROA)                   0.36%             0.38%
    Return on average common equity (ROE)            3.17%             3.35%
    Tangible return on average tangible assets       0.45%             0.48%
    Tangible return on avg. tangible
     common equity                                   6.05%             6.40%
    Net interest margin FTE                          3.08%             3.04%
    Efficiency ratio (2)                            60.52%            62.59%

    MARKET DATA
    Book value/common share                         $14.10             13.97
    Tangible book value/common share                  9.05              8.86
    Period-end common share mkt value                24.91             20.25
    Market as a % of book                           176.7%            145.0%
    Cash dividends/common share                     $0.135             0.135
    Common stock dividend payout ratio             121.68%           114.12%
    Average basic common shares                 21,733,289        21,656,687
    Average diluted common shares               21,972,349        21,940,831
    Period end common shares                    21,754,680        21,682,793
    Common stock market capitalization            $541,909           439,077

    ASSET QUALITY
    Gross charge-offs                               $1,683             2,265
    Net charge-offs                                  1,000             1,494
    Delinquency Ratio                                1.67%             1.61%
    Allowance for loan losses                      $24,611            24,611
    Non-accrual loans                               23,152            20,566
    Past due 90 days or more & accruing              5,488             5,333
    Other assets owned                               1,793             2,143
    Nonperforming assets (NPAs)                     30,433            28,042
    Restructured loans                               2,530             2,565
    Net charge-off ratio                             0.20%             0.31%
    Allowance/loans                                  1.25%             1.25%
    NPL to loans                                     1.45%             1.32%
    NPA to loans + other assets                      1.54%             1.42%
    Allowance to NPLs                               85.93%            95.03%

    AVERAGE BALANCES
    Assets                                      $2,728,886         2,706,490
    Deposits                                     1,954,707         1,994,244
    Loans                                        1,971,090         1,947,729
    Earning assets                               2,486,312         2,466,001
    Shareholders' equity                           306,128           303,902

    ENDING BALANCES
    Assets                                      $2,761,184         2,730,313
    Deposits                                     1,946,143         1,975,792
    Loans                                        1,969,235         1,968,484
    Goodwill and other intangible assets           109,807           110,632
    Earning assets                               2,501,436         2,482,457
    Total shareholders' equity                     306,686           302,823

    (1) - FTE defined as fully tax-equivalent
    (2) - Excludes amortization of intangibles and impairment of goodwill
          expenses. Fourth quarter 2004 excludes $246 pre-tax merger related
          professional fees and severance accrual. Third quarter 2004 excludes
          $488 pre-tax gain on sale of Wooster Financial Center and $476
          pre-tax merger related professional fees and severance accrual.
          Second quarter 2004 excludes $1,427 pre-tax stock option expense and
          $823 pre-tax merger related professional fees and severance accrual.
          First quarter 2004 excludes $3,638 pre-tax stock option expense and
          $1,203 pre-tax merger related professional fees. Fourth quarter 2003
          excludes $2,159 pre-tax expense related to a severance agreement.

    Certain previously reported amounts may have been reclassified to
    conform to current reporting presentation.



                            Unizan Financial Corp.
                   Average Balance Sheet and Related Yields

                                     Three Months Ended December 31,
                                     2004                      2003
                           Average  Income/          Average  Income/
    (dollars in thousands) Balance  Expense Rate (1) Balance  Expense Rate (1)

    Interest-earning assets

      Interest bearing
       deposits and federal
       funds sold           $7,148     $25  1.39%     $4,181      $8   0.76%
      Securities           458,951   4,008  3.47%    514,091   4,429   3.42%
      Total loans (2)    1,883,193  27,466  5.80%  1,947,729  28,400   5.78%

         Total interest-
          earning
          assets (3)     2,349,292  31,499  5.33%  2,466,001  32,837   5.28%


    Nonearning assets:

      Cash and due
       from banks           51,368                    54,263
      Other nonearning
       assets              205,181                   210,799
      Allowance for
       loan losses         (26,324)                  (24,573)

         Total assets   $2,579,517                $2,706,490


    Interest bearing liabilities:

      Demand deposits     $222,749    $303  0.54%   $276,328    $493   0.71%
      Savings deposits     519,130   2,114  1.62%    531,950   1,364   1.02%
      Time deposits        849,500   6,977  3.27%    978,859   7,907   3.20%
      Subordinated
       note (4)             20,619     505  9.74%     20,000     505  10.02%
      Company obligated
       mandatorily
       redeemable trust
       preferred (4)             -       -
      Other borrowings     399,759   4,090  4.07%    361,556   3,659   4.02%

         Total interest
          bearing
          liabilities    2,011,757  13,989  2.77%  2,168,693  13,928   2.55%


    Noninterest bearing liabilities:

      Demand deposits      228,931                   207,107
      Other liabilities     25,598                    26,788
      Shareholders' equity 313,231                   303,902

         Total liabilities
          and equity    $2,579,517                $2,706,490

    Net interest income
     and interest rate
     spread (3)                    $17,510  2.56%            $18,909   2.73%

    Net interest margin (5)                 2.97%                      3.04%

    (1) Calculated on an annualized basis.

    (2) Loan fees are included in interest income on loans.

    (3) Interest income is computed on a fully tax equivalent (FTE) basis,
        using a tax rate of 35%.

    (4) As of December 31, 2003, based on new accounting guidance issued under
        FASB Interpretation No. 46, the amounts previously reported as
        "company obligated mandatorily redeemable trust preferred" have been
        recaptioned "subordinated note." The deconsolidation of the Trust
        increased the Company's balance sheet by $619, the difference
        representing the Company's common ownership in the Trust.

    (5) The net interest margin represents net interest income as a percentage
        of average interest-earning assets.



                            Unizan Financial Corp.
                   Average Balance Sheet and Related Yields

                                    Twelve Months Ended December 31,
                                     2004                      2003
                           Average  Income/          Average  Income/
    (dollars in thousands) Balance  Expense Rate (1) Balance  Expense Rate (1)

    Interest-earning assets

      Interest bearing
       deposits and
       federal funds sold   $6,689      $67  1.00%   $15,848    $173   1.09%
      Securities           475,063   16,711  3.52%   526,357  21,800   4.14%
      Total loans (2)    1,938,331  109,461  5.65% 1,951,840 118,006   6.05%

         Total interest-
          earning
          assets (3)     2,420,083  126,239  5.22% 2,494,045 139,979   5.61%


    Nonearning assets:

      Cash and due
       from banks           56,461                    57,932
      Other nonearning
       assets              207,520                   213,013
      Allowance for
       loan losses         (25,039)                  (24,911)

         Total assets   $2,659,025                $2,740,079


    Interest bearing liabilities:

      Demand deposits     $240,247   $1,299  0.54%  $282,540  $2,424   0.86%
      Savings deposits     515,145    6,172  1.20%   500,362   5,407   1.08%
      Time deposits        902,803   28,945  3.21% 1,028,820  35,181   3.42%
      Subordinated note (4) 20,619    2,019  9.79%    20,000   2,019  10.10%
      Company obligated
       mandatorily
       redeemable trust
       preferred (4)            -         -
      Other borrowings     426,914   15,855  3.71%   376,685  17,098   4.54%

         Total interest
          bearing
          liabilities    2,105,728   54,290  2.58% 2,208,407  62,129   2.81%


    Noninterest bearing liabilities:

      Demand deposits      220,746                   196,729
      Other liabilities     24,068                    33,029
      Shareholders' equity 308,483                   301,914

         Total liabilities
          and equity    $2,659,025                $2,740,079

    Net interest income
     and interest
     rate spread (3)                $71,949  2.64%           $77,850   2.80%

    Net interest margin (5)                  2.97%                     3.12%

    (1) Calculated on an annualized basis.

    (2) Loan fees are included in interest income on loans.

    (3) Interest income is computed on a fully tax equivalent (FTE) basis,
        using a tax rate of 35%.

    (4) As of December 31, 2003, based on new accounting guidance issued under
        FASB Interpretation No. 46, the amounts previously reported as
        "company obligated mandatorily redeemable trust preferred" have been
        recaptioned "subordinated note." The deconsolidation of the Trust
        increased the Company's balance sheet by $619, the difference
        representing the Company's common ownership in the Trust.

    (5) The net interest margin represents net interest income as a percentage
        of average interest-earning assets.



                            Unizan Financial Corp.
                   NONPERFORMING AND UNDERPERFORMING ASSETS

    (dollars in thousands)

                                 12/31/04 09/30/04 06/30/04 03/31/04 12/31/03
    Non-performing loans:
      Commercial                   $1,689   $1,683   $3,180   $1,294   $1,292
      Commercial real estate        6,453    5,620    5,433    5,713    4,112
      Government guaranteed         9,266    9,438    7,926    9,334    8,939
      Aircraft                      2,826    2,450      291    2,003      247
      Residential real estate       8,375    8,577    9,563    8,713    9,838
      Direct installment loans        111       63       45      161       37
      Indirect installment loans      204      160      155      212      212
      Home equity                   1,226    1,183    1,192    1,210    1,222
    Total non-performing loans     30,150   29,174   27,785   28,640   25,899
      Less: Government
       guaranteed amount            7,294    7,023    6,080    6,965    6,537
    Total non-performing loans
     excluding government
     guaranteed amount            $22,856  $22,151  $21,705  $21,675  $19,362

    Total non-performing loans    $30,150  $29,174  $27,785  $28,640  $25,899
      Other assets owned            2,612    2,254    3,850    1,793    2,143
    Total non-performing assets    32,762   31,428   31,635   30,433   28,042
      Less: Government guaranteed
       amount                       7,976    7,759    6,816    7,541    6,969
    Total non-performing assets
     excluding government
     guaranteed amount            $24,786  $23,669  $24,819  $22,892  $21,073

    Restructured loans             $2,430   $2,461   $2,496   $2,530   $2,565

    Ratio of:
    Non-performing loans to total
     loans                          1.61%    1.53%    1.42%    1.45%    1.32%
    Non-performing assets to
     total assets                   1.27%    1.21%    1.18%    1.10%    1.03%
    Non-performing assets to
     total loans + other assets     1.75%    1.65%    1.61%    1.54%    1.42%
    Allowance to total loans        1.41%    1.39%    1.27%    1.25%    1.25%
    Allowance to non-performing
     loans                         87.42%   90.45%   89.70%   85.93%   95.03%

    Ratio of (excluding government
     guaranteed amount):
    Non-performing loans to total
     loans                          1.22%    1.17%    1.11%    1.10%    0.98%
    Non-performing assets to
     total assets                   0.96%    0.91%    0.93%    0.83%    0.77%
    Non-performing assets to
     total loans + other assets     1.32%    1.24%    1.26%    1.16%    1.07%
    Allowance to non-performing
     loans                        115.31%  119.12%  114.82%  113.55%  127.11%



                 NET CHARGE-OFFS TO AVERAGE LOANS AND LEASES

                         12/31/04   09/30/04   06/30/04   03/31/04   12/31/03
    Average loans
     and leases:
       Commercial        $187,149   $195,561   $198,914   $188,992   $193,154
       Commercial real
        estate            607,848    636,693    653,138    664,241    648,784
       Government
        guaranteed         72,949     64,643     61,280     61,676     62,591
       Aircraft           111,681    121,690    132,578    133,725    133,267
       Residential real
        estate            441,000    444,772    448,009    453,362    439,369
       Indirect
        installment loans 101,154    108,903    116,422    123,426    130,478
       Home equity        326,656    326,582    317,320    307,116    298,712
       Other consumer      34,756     36,250     36,926     38,552     41,374
    Total average loans
     and leases        $1,883,193 $1,935,094 $1,964,587 $1,971,090 $1,947,729

    Net charge-offs
     (recoveries):
       Commercial             $65       $175       $425       $(17)       $57
       Commercial real estate  87        772        712        261        101
       Government guaranteed   26        353        141        255        102
       Aircraft                64        (47)       548          -       (124)
       Residential real
        estate                261        236        (21)       (50)        38
       Indirect installment
        loans                 436        416        384        371        716
       Home equity            217        164        196         11        286
       Other consumer         300        216        254        169        318
    Total                  $1,456     $2,285     $2,639     $1,000     $1,494


                         12/31/04   09/30/04   06/30/04   03/31/04    12/31/03
    Net charge-offs
     (recoveries) to
     average loans and
     leases (annualized):
       Commercial           0.14%      0.36%      0.85%     -0.04%       0.12%
       Commercial real
        estate              0.06%      0.49%      0.44%      0.16%       0.06%
       Government
        guaranteed          0.14%      2.18%      0.92%      1.65%       0.65%
       Aircraft             0.23%     -0.15%      1.65%      0.00%      -0.37%
       Residential real
        estate              0.24%      0.21%     -0.02%     -0.04%       0.03%
       Indirect
        installment loans   1.72%      1.53%      1.32%      1.20%       2.20%
       Home equity          0.27%      0.20%      0.25%      0.01%       0.38%
       Other consumer       3.45%      2.38%      2.75%      1.75%       3.07%
    Total                   0.31%      0.47%      0.54%      0.20%       0.31%

###

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