UNION FIRST MARKET BANKSHARES CORP. 
By RICHMOND, Va., Jan. 23, 2013 /PRNewswire/ -- Union First Market Bankshares Corporation (the "Company") (NASDAQ: UBSH) today reported net income of $9.4 million and earnings per share of $0.37 for its fourth quarter ended December 31, 2012. The quarterly results represent a decrease of $184,000, or 1.9%, in net income from the most recent quarter and an increase of $1.1 million, or 12.9%, from the same quarter ended December 31, 2011. Reported earnings per share of $0.37 for the current quarter were unchanged from the most recent quarter and increased $0.09, or 32.1%, from the prior year's fourth quarter. Net income for the year ended December 31, 2012 was $35.4 million, an increase of $5.0 million, or 16.3%, from 2011 resulting in earnings per share of $1.37, an increase of $0.30, or 28.0%, from $1.07 for the year ended December 31, 2011. Earnings per share for the quarter and the year ended December 31, 2011 included preferred dividends and discount accretion on preferred stock of $1.1 million and $2.7 million, respectively.
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"The fourth quarter and full year results demonstrate the continued success and resilience of our business strategy as Union remains committed to achieving top quartile financial performance nationally and providing our shareholders with above average returns on their investment," said G. William Beale, Chief Executive Officer of Union First Market Bankshares. "Our disciplined approach to loan and deposit growth and related pricing, focus on increasing revenues through new product and service offerings, our ongoing pursuit to more efficiently deliver best in class service to our customers and to diligently manage expenses, as well as our steadfast focus on asset quality served us well in 2012 and effectively positions us to deliver sustainable top tier financial performance in the future."
"During the quarter, our growth strategy continued to yield results as the company experienced loan growth for the fifth consecutive quarter, customer deposit levels grew at a strong pace and Union Mortgage continued to increase its contribution to the Company's bottom line. In addition, asset quality trends remained positive during the quarter as nonperforming assets declined to their lowest levels in three years. As part of our ongoing efforts to improve the Company's efficiency ratio we completed the implementation of several initiatives that will result in increased non-interest income and expense savings in 2013. Finally, during the quarter we increased the Company's dividend for the third time in 2012 and repurchased 750,000 shares as part of our commitment to shareholder returns and effective capital management. All in all, it was another solid quarter and year for Union and one that we expect to build upon in the quarters ahead," Beale concluded.
Select highlights:
-- The Company earned a Return on Average Equity ("ROE") of 8.41% for the
quarter ended December 31, 2012 compared to ROE of 8.70% and 7.49% for
the prior quarter and the same quarter of the prior year. For the year
ended December 31, 2012, ROE was 8.13% compared to 6.90% for the prior
year.
-- The Company earned a Return on Average Assets ("ROA") of 0.93% for the
quarter ended December 31, 2012 compared to ROA of 0.96% and 0.84% for
the prior quarter and the same quarter of the prior year. For the year
ended December 31, 2012, ROA was 0.89% compared to 0.79% for the prior
year.
-- Nonperforming assets ("NPAs") decreased $7.6 million, or 11.4%, from the
third quarter and decreased $18.1 million, or 23.5%, compared to the
same period a year ago. NPAs as a percentage of total outstanding loans
declined 30 basis points to 1.99% from 2.29% last quarter and 75 basis
points from 2.74% a year earlier.
-- Loan demand continued to improve with an increase in loans outstanding
of $58.3 million, or 2.0% from the prior quarter (8.0% annualized),
primarily due to growth in the commercial sector. On an annual basis,
loans outstanding increased 5.3%.
-- Deposit balances increased $98.0 million or 3.1% from the prior quarter
(12.4 % annualized). On an annual basis, deposit balances increased
3.9%.
-- Results for the quarter included approximately $594,000, or $0.02 per
share, in non-recurring costs related to the previously announced
closure of four branches and other efficiency initiatives implemented in
the fourth quarter. The completion of these initiatives will result in
increased non-interest income and expense savings in 2013.
Fourth quarter net income decreased $184,000, or 1.9%, compared to the third quarter. The decrease was largely a result of additional provision for loan losses of $900,000, and costs incurred related to branch closures and other efficiency initiatives of $594,000, partially offset by increased gains on sales of mortgage loans, net of commissions, of $544,000 driven by higher loan production volume and increased net interest income. The increase in net interest income was driven by higher earning asset balances offset by the impact of lower net interest margin.
Net income for the quarter ended December 31, 2012 increased $1.1 million, or 12.9%, from the same quarter in the prior year. The increase was principally a result of higher gains on sales of mortgage loans, net of commissions, of $2.0 million, an increase in net interest income driven by higher earning asset balances offset by the impact of lower net interest margin as well as lower OREO expenses and lower marketing and advertising costs. These results were partially offset by increased provision for loan losses of $900,000 and higher salaries and benefits expenses due to the addition of mortgage loan originators and support personnel in 2012, increased incentive compensation tied to higher earnings, and severance related costs. Net income available to common shareholders increased $2.2 million, or 30.0%, from the prior year's fourth quarter, which included preferred dividends and discount accretion on preferred stock of $1.1 million.
Net income for the year ended December 31, 2012 increased $5.0 million, or 16.3%, from the prior year. The increase was principally a result of higher gains on sales of mortgage loans driven by higher origination volumes, lower provision for loan losses, reductions in FDIC insurance expense due to changes in the assessment base and rate, lower core deposit intangible amortization expense, and an increase in account service charges and net interchange fees. Partially offsetting these results were higher salaries and benefits related to the addition of mortgage loan originators and support personnel in 2012 and lower net interest income driven by reductions in interest income on interest-earning assets that outpaced the impact of lower costs on interest-bearing liabilities. Net income available to common shareholders increased $7.6 million, or 27.5%, from the prior year, which included preferred dividends and discount accretion on preferred stock of $2.7 million.
NET INTEREST INCOME
Three Months Ended
Dollars in thousands
--------------------
12/31/12 09/30/12 Change 12/31/11 Change
-------- -------- ------ -------- ------
Average interest-earning assets $3,732,684 $3,671,398 $61,286 $3,591,739 $140,945
Interest income (FTE) $46,272 $46,555 $(283) $47,386 $(1,114)
Yield on interest-earning assets 4.93% 5.04% (11) bps 5.23% (30) bps
Average interest-bearing liabilities $2,944,086 $2,925,322 $18,764 $2,906,758 $37,328
Interest expense $6,022 $6,740 $(718) $7,829 $(1,807)
Cost of interest-bearing liabilities 0.81% 0.92% (11) bps 1.07% (26) bps
Cost of funds 0.64% 0.73% (9) bps 0.86% (22) bps
Net Interest Income (FTE) $40,250 $39,815 $435 $39,558 $692
Net Interest Margin (FTE) 4.29% 4.31% (2) bps 4.37% (8) bps
Net Interest Margin, core (FTE)(1) 4.22% 4.23% (1) bps 4.20% 2 bps
(1) The core net interest margin, fully taxable equivalent ("FTE") excludes the impact of acquisition accounting accretion and amortization adjustments in net interest income.
On a linked quarter basis, tax-equivalent net interest income was $40.2 million, an increase of $435,000, or 1.1%, from the third quarter of 2012. This increase was principally due to higher loan balances offset by the impact of lower net interest margin. The fourth quarter tax-equivalent net interest margin declined by 2 basis points to 4.29% from 4.31% in the previous quarter. The change in net interest margin was principally attributable to the continued decline in net accretion on the acquired net earning assets (1 bps) and lower investment and loan yields outpacing the reduction in the cost of interest-bearing liabilities (1 bps). Loan yields continued to be negatively affected by the low rate environment as new and renewed loans were originated and repriced at lower rates while yields on investment securities were impacted by lower average balances, faster prepayments on mortgage-backed securities, and lower reinvestment rates during the quarter. The cost of interest-bearing deposits declined during the quarter driven by the continued shift in mix from time deposits to transaction deposits, reductions in deposit rates and lower wholesale borrowing costs.
For the three months ended December 31, 2012, tax-equivalent net interest income increased $692,000, or 1.7%, when compared to the same period last year. The tax-equivalent net interest margin decreased by 8 basis points to 4.29% from 4.37% in the prior year. The decline in net interest margin was principally due to the continued decline in accretion on the acquired net earning assets (10 bps) partially offset by declines in the cost of interest-bearing liabilities that exceeded the decrease in earning asset yields (2 bps). Lower interest-earning asset income was principally due to lower yields on loans as new and renewed loans were originated and repriced at lower rates, faster prepayments on mortgage backed securities, and cash flows from securities investments reinvested at lower yields. The cost of interest-bearing deposits declined from the prior year's fourth quarter driven by a shift in mix from time deposits to transaction deposits, reductions in deposit rates, and lower wholesale borrowing costs.
The Company believes that its net interest margin will continue to decline modestly over the next several quarters as decreases in earning asset yields are projected to outpace declines in interest-bearing liabilities rates.
Year-over-year results
Dollars in thousands
Twelve Months Ended
-------------------
12/31/12 12/31/11 Change
-------- -------- ------
Average interest-earning assets $3,649,865 $3,518,643 $131,222
Interest income (FTE) $186,086 $193,399 $(7,313)
Yield on interest-earning assets 5.10% 5.50% (40) bps
Average interest-bearing liabilities $2,922,373 $2,875,242 $47,131
Interest expense $27,508 $32,713 $(5,205)
Cost of interest-bearing liabilities 0.94% 1.14% (20) bps
Cost of funds 0.75% 0.93% (18) bps
Net Interest Income (FTE) $158,577 $160,686 $(2,109)
Net Interest Margin (FTE) 4.34% 4.57% (23) bps
Net Interest Margin, core (FTE)(1) 4.24% 4.37% (13) bps
(1)The core net interest margin, fully taxable equivalent ("FTE") excludes the impact of acquisition accounting accretion and amortization adjustments in net interest income.
For the year ended December 31, 2012, tax-equivalent net interest income was $158.6 million, a decrease of $2.1 million, or 1.3%, when compared to the same period last year. The tax-equivalent net interest margin decreased by 23 basis points to 4.34% from 4.57% in the prior year. The decline in the net interest margin was principally due to the continued decline in accretion on the acquired net earning assets (10 bps) and a decline in the yield on interest-earning assets that outpaced the reduction in the cost of interest-bearing liabilities (13 bps). Lower interest-earning asset income was principally due to lower yields on loans and investment securities as new loans and renewed loans were originated and repriced at lower rates, faster prepayments on mortgage backed securities, and cash flows from securities investments reinvested at lower yields.
The Company's fully taxable equivalent net interest margin includes the impact of acquisition accounting fair value adjustments that were recorded during 2010 and 2011. The 2012 and remaining estimated discount/premium and net accretion impact are reflected in the following table (dollars in thousands):
Loan Accretion Certificates of Deposit Investment Securities Borrowings Total
-------------- ----------------------- --------------------- ---------- -----
For the quarter ended December 31, 2012 $717 $2 $46 $(122) $643
For the year ended December 31, 2012 3,719 233 201 (489) 3,664
For the years ending:
2013 2,059 7 15 (489) 1,592
2014 1,459 4 - (489) 974
2015 1,002 - - (489) 513
2016 557 - - (163) 394
2017 172 - - - 172
Thereafter 120 - - - 120
ASSET QUALITY/LOAN LOSS PROVISION
Overview
During the fourth quarter, the Company continued to experience improvement in asset quality. Improving market conditions in the Company's local markets led to a reduction in nonperforming assets, which are at their lowest levels since the fourth quarter of 2009. The Company's reduction in nonperforming assets and impaired loans, lower past due loan levels, stable levels of troubled debt restructurings, and decreased allowance to total loans ratio demonstrate that its diligent efforts to improve asset quality are having a positive impact. The allowance to nonperforming loans coverage ratio has continued to increase and is at its highest level since the fourth quarter of 2009. The magnitude of any change in the real estate market and its impact on the Company is still largely dependent upon continued recovery of residential housing and commercial real estate and the pace at which the local economies in the Company's operating markets improve.
Nonperforming Assets ("NPAs")
At December 31, 2012, nonperforming assets totaled $59.0 million, a decline of $7.6 million, or 11.4%, from the third quarter and a decrease of $18.1 million, or 23.5%, from a year ago. In addition, NPAs as a percentage of total outstanding loans declined 30 basis points to 1.99% from 2.29% last quarter and 75 basis points from 2.74% a year earlier. The reduction in NPAs from the third quarter related to a net decrease in nonaccrual loans, excluding purchased impaired loans, of $6.0 million as well as a net decrease in OREO of $1.6 million.
Nonperforming assets at December 31, 2012 included $26.2 million in nonaccrual loans (excluding purchased impaired loans), a net decrease of $6.0 million, or 18.6%, from the prior quarter and a reduction of $18.6 million, or 41.5%, from December 31, 2011. The following table shows the activity in nonaccrual loans for the quarter ended (dollars in thousands):
December 31, September 30, June 30, 2012 March 31, 2012 December 31,
2012 2012 2011
---- ---- ----
Beginning Balance $32,159 $39,171 $42,391 $44,834 $51,965
Net customer payments (1,898) (5,774) (3,174) (2,778) (6,556)
Additions 2,306 2,586 2,568 2,805 5,364
Charge-offs (3,388) (3,012) (561) (1,549) (2,304)
Loans returning to accruing status (840) (812) (1,803) - (1,950)
Transfers to OREO (2,133) - (250) (921) (1,685)
Ending Balance $26,206 $32,159 $39,171 $42,391 $44,834
======= ======= ======= ======= =======
The following table presents the composition of nonaccrual loans (excluding purchased impaired loans) and the coverage ratio, which is the allowance for loan losses expressed as a percentage of nonaccrual loans, at the quarter ended (dollars in thousands):
December 31, 2012 September 30, June 30, 2012 March 31, 2012 December 31, 2011
2012
----
Raw Land and Lots $8,760 $10,995 $12,139 $13,064 $13,322
Commercial Construction 5,781 7,846 9,763 9,835 10,276
Commercial Real Estate 3,018 2,752 5,711 6,299 7,993
Single Family Investment Real Estate 3,420 4,081 3,476 4,507 5,048
Commercial and Industrial 2,036 2,678 4,715 5,318 5,297
Other Commercial 193 195 231 233 238
Consumer 2,998 3,612 3,136 3,135 2,660
Total $26,206 $32,159 $39,171 $42,391 $44,834
======= ======= ======= ======= =======
Coverage Ratio 133.24% 124.05% 104.63% 94.84% 88.04%
Impairment analyses provided appropriate reserves on these nonperforming loans while appropriate reserves on homogenous pools continue to be maintained. The increase in the coverage ratio is primarily related to a decline in nonperforming loans.
Nonperforming assets at December 31, 2012 also included $32.8 million in OREO, a net decrease of $1.6 million, or 4.7%, from the prior quarter and an increase of $571,000, or 1.8%, from the prior year. The following table shows the activity in OREO for the quarter ended (dollars in thousands):
December 31, September 30, June 30, 2012 March 31, 2012 December 31,
2012 2012 2011
---- ---- ----
Beginning
Balance $34,440 $35,802 $37,663 $32,263 $34,464
Additions 2,866 929 3,887 6,593 2,543
Capitalized
Improvements 22 16 23 319 197
Valuation
Adjustments (301) - - - (530)
Proceeds
from
sales (4,004) (2,071) (5,592) (1,485) (3,674)
Gains
(losses)
from
sales (189) (236) (179) (27) (737)
Ending
Balance $32,834 $34,440 $35,802 $37,663 $32,263
======= ======= ======= ======= =======
The additions to OREO were principally related to raw land and developed commercial and residential lots; sales from OREO were principally related to residential real estate, land previously held for branch sites, and closed branch property.
The following table presents the composition of the OREO portfolio at the quarter ended (dollars in thousands):
December 31, September 30, June 30, 2012 March 31, December 31,
2012 2012 2012 2011
---- ---- ---- ----
Land $8,657 $6,953 $6,953 $6,327 $6,327
Land Development 10,886 11,034 11,313 11,559 11,309
Residential Real
Estate 7,939 9,729 10,431 12,482 11,024
Commercial Real
Estate 5,352 5,640 6,085 6,275 2,583
Former Bank
Premises (1) - 1,084 1,020 1,020 1,020
Total $32,834 $34,440 $35,802 $37,663 $32,263
======= ======= ======= ======= =======
(1) Includes closed branch property and land previously held for branch sites.
Included in land development is $9.2 million related to a residential community in the Northern Neck region of Virginia, which includes developed residential lots, a golf course, and undeveloped land. Foreclosed properties were adjusted to their fair values at the time of each foreclosure and any losses were taken as loan charge-offs against the allowance for loan losses at that time. OREO asset valuations are also evaluated at least quarterly by the Bank's Special Asset Loan Committee and any necessary write downs to fair values are recorded as impairment.
Past Due Loans
At December 31, 2012, total accruing past due loans were $32.4 million, or 1.09% of total loans, a decrease from $39.0 million, or 1.34%, at September 30, 2012 and from $39.3 million, or 1.40%, a year ago. The favorable trend in decreased past due loans is a result of management's diligence in handling problem loans and an improving economy.
Charge-offs
For the quarter ended December 31, 2012, net charge-offs of loans were $8.3 million, or 1.11% on an annualized basis, compared to $3.5 million, or 0.48%, for the third quarter and $4.2 million, or 0.59%, for the same quarter last year. The uptick in charge-offs from the prior quarter and prior year quarter relate to loans that were previously considered impaired and specifically reserved for in prior periods. Of the $8.3 million in net charge-offs in the current quarter, $6.7 million, or 81%, related to impaired loans specifically reserved for in prior periods including two loan relationships totaling $5.6 million that were charged off. Net charge-offs in the current quarter included commercial loans of $6.8 million and consumer loans of $1.5 million.
For the year ended December 31, 2012, net charge-offs of loans were $16.8 million, or 0.56%, compared to $15.7 million, or 0.56%, for the year ended December 31, 2011. The increase in charge-offs relates to impaired loans reserved for in prior periods, as management has continued to work diligently to mitigate risks within the portfolio.
Provision
The provision for loan losses for the current quarter was $3.3 million, an increase of $900,000 from both the third quarter and from the same quarter a year ago. The higher provision was due to the increased levels of charge offs, which negatively impacted the historical loss factor used in the Company's allowance for loan losses model, and higher period end loan balances. The provision to loans ratio for the quarter ended December 31, 2012 was 0.44% on an annualized basis compared to 0.33% last quarter and 0.34% the same quarter a year ago.
Allowance for Loan Losses
The allowance for loan losses ("ALLL") as a percentage of the total loan portfolio, adjusted for acquired loans (non-GAAP), was 1.40% at December 31, 2012, a decrease from 1.66% at September 30, 2012 and 1.83% from a year ago. In acquisition accounting, there is no carryover of previously established allowance for loan losses. The allowance for loan losses as a percentage of the total loan portfolio was 1.18% at December 31, 2012, 1.37% at September 30, 2012, and 1.40% at December 31, 2011. The decrease in the allowance and related ratios was primarily attributable to the charge off of impaired loans specifically reserved for in prior periods as shown in the following table:
December 31, September 30, June 30, March 31, December 31, December 31,
2012 2012 2012 2012 2011 2010
---- ---- ---- ---- ---- ----
Loans individually evaluated for impairment 142,415 161,196 189,399 230,789 242,833 274,932
Related allowance 6,921 11,438 11,500 11,288 10,298 11,257
ALLL to loans individually evaluated for impairment 4.86% 7.10% 6.07% 4.89% 4.24% 4.09%
The Company continued to see favorable trends in both past due loans and impaired loans during the current quarter. Past due loans have decreased, as previously described, and impaired loans (individually and collectively evaluated for impairment) have declined from $177.9 million at September 30, 2012 and from $255.1 million at December 31, 2011 to $155.4 million at December 31, 2012. The nonaccrual loan coverage ratio also improved, as it increased to 133.24% at December 31, 2012 from 124.05% at September 30, 2012 and from 88.04% the same quarter last year. The rise in the coverage ratio, which is at the highest level since the fourth quarter of 2009, further shows that management's proactive diligence in working through problem credits is having a positive impact on asset quality. The current level of the allowance for loan losses reflects specific reserves related to nonperforming loans, current risk ratings on loans, net charge-off activity, loan growth, delinquency trends, and other credit risk factors that the Company considers in assessing the adequacy of the allowance for loan losses.
Troubled Debt Restructurings ("TDRs")
The total recorded investment in TDRs as of December 31, 2012 was $63.5 million, a decrease of $300,000, or 0.5%, from $63.8 million at September 30, 2012 and a decline of $49.1 million, or 43.6%, from $112.6 million at December 31, 2011. Of the $63.5 million of TDRs at December 31, 2012, $51.5 million, or 81.1%, were considered performing while the remaining $12.0 million were considered nonperforming. The decline in the TDR balance from the prior quarter is attributable to $1.8 million being removed from TDR status, $3.1 million in net payments, and $300,000 in charge-offs, partially offset by additions of $4.9 million. The decline in the TDR balance from the prior year is attributable to $42.2 million being removed from TDR status, $19.9 million in net payments, and $300,000 in charge-offs, partially offset by additions of $13.3 million. Loans removed from TDR status represent restructured loans with a market rate of interest at the time of the restructuring, which were performing in accordance with their modified terms for a consecutive twelve month period and that were no longer considered impaired.
The following table shows the Company's performing and nonperforming TDRs by modification type for the quarter ended (dollars in thousands):
December 31, September 30, June 30, March 31, December 31,
2012 2012 2012 2012 2011
---- ---- ---- ---- ----
Performing
Modified to interest only $1,877 $1,437 $2,191 $1,812 $699
Term modification, at a market rate 38,974 39,195 53,905 75,455 87,920
Term modification, below market rate 8,227 8,911 9,004 8,797 10,215
Interest rate modification, below market rate 2,390 2,390 2,390 - -
Total performing $51,468 $51,933 $67,490 $86,064 $98,834
Nonperforming
Modified to interest only $672 $920 $642 $649 $1,190
Term modification, at a market rate 3,653 3,288 3,451 4,290 3,660
Term modification, below market rate 7,666 7,672 8,587 8,804 8,954
Total nonperforming $11,991 $11,880 $12,680 $13,743 $13,804
Total performing & nonperforming $63,459 $63,813 $80,170 $99,807 $112,638
======= ======= ======= ======= ========
NONINTEREST INCOME
For the Three Months Ended
Dollars in thousands
--------------------
12/31/12 09/30/12 $ % 12/31/11 $ %
-------- -------- --- --- -------- --- ---
Noninterest income:
Service charges on deposit accounts $2,390 $2,222 168 7.6% $2,258 $132 5.8%
Other service charges, commissions and fees 2,784 2,769 15 0.5% 2,521 263 10.4%
Losses (gains) on securities transactions, net 185 (1) 186 NM 430 (245) -57.0%
Gains on sales of mortgage loans, net of commissions 5,299 4,755 544 11.4% 3,270 2,029 62.0%
Gains (losses) on bank premises, net (32) (308) 276 NM (351) 319 NM
Other operating income 1,209 1,067 142 13.3% 1,119 90 8.0%
Total noninterest income $11,835 $10,504 $1,331 12.7% $9,247 $2,588 28.0%
Mortgage segment operations $(5,303) $(4,756) $(547) 11.5% $(3,266) $(2,037) 62.4%
Intercompany eliminations 117 117 - 0.0% 117 - 0.0%
--- --- --- --- ---
$6,649 $5,865 $784 13.4% $6,098 $551 9.0%
====== ====== ==== ====== ====
NM - Not Meaningful
On a linked quarter basis, noninterest income increased $1.3 million, or 12.7%, to $11.8 million from $10.5 million in the third quarter. Of this increase, gains on sales of mortgage loans, net of commissions, increased $544,000 or 11.4%, driven by an increase in loan origination volume as mortgage rates remained at historically low levels. Gains on bank premises increased $276,000 largely due to the write down of a former branch location in the prior quarter. Gains on securities increased $186,000. Service charges on deposit accounts and other account fees increased $183,000 from the prior quarter. Excluding mortgage segment operations, noninterest income increased $784,000, or 13.4%.
For the quarter ended December 31, 2012, noninterest income increased $2.6 million, or 28.0%, to $11.8 million from $9.2 million in the prior year's fourth quarter. Gains on sales of mortgage loans, net of commissions, increased $2.0 million, or 62.0%, due to higher origination volume, a result of additional loan originators hired in 2012 and historically low interest rates. Service charges on deposit accounts and other account fees increased $395,000 or 8.3%, driven by higher net interchange fee income and higher brokerage commissions. Gains on bank premises increased $319,000 due to a loss incurred in the fourth quarter of 2011 related to the disposal of bank owned property. Gains on securities transactions decreased $245,000 as a result of higher gains recorded in the prior year. Excluding mortgage segment operations, noninterest income increased $551,000, or 9.0%, from the same period a year ago.
For the Twelve Months Ended
Dollars in thousands
--------------------
12/31/12 12/31/11 $ %
-------- -------- --- ---
Noninterest income:
Service charges on deposit accounts $9,033 $8,826 207 2.3%
Other service charges, commissions
and fees 10,898 9,736 1,162 11.9%
Losses (gains) on securities
transactions, net 190 913 (723) NM
Other-than-temporary impairment
losses - (400) 400 -100.0%
Gains on sales of mortgage loans,
net of commissions 16,651 11,052 5,599 50.7%
Gains (losses) on bank premises,
net 2 (996) 998 NM
Other operating income 4,294 3,833 461 12.0%
Total noninterest income $41,068 $32,964 $8,104 24.6%
Mortgage segment operations $(16,660) $(11,050) $(5,610) 50.8%
Intercompany eliminations 468 468 - 0.0%
--- --- ---
$24,876 $22,382 $2,494 11.1%
======= ======= ======
NM - Not Meaningful
For the year ending December 31, 2012, noninterest income increased $8.1 million, or 24.6%, to $41.1 million, from $33.0 million a year ago. Gains on sales of mortgage loans, net of commissions, increased $5.6 million driven by an increase in loan origination volume, a result of additional loan originators hired in 2012 and historically low interest rates. Service charges on deposit accounts and other account fees increased $1.4 million primarily related to higher net interchange fee income, higher brokerage commissions, and higher ATM fee income. In addition, gains on bank premises increased $998,000 as the Company sold a former branch building and recorded a loss on the sale of $626,000 during 2011. Gains on securities transactions decreased $723,000 as a result of a gain on the sale of municipal securities in the prior year. Also, other-than-temporary losses of $400,000 related to a single issuer Trust Preferred security was recorded in the prior year. Excluding mortgage segment operations, noninterest income increased $2.5 million, or 11.1%, from the same period a year ago.
NONINTEREST EXPENSE
For the Three Months Ended
Dollars in thousands
--------------------
12/31/12 09/30/12 $ % 12/31/11 $ %
-------- -------- --- --- -------- --- ---
Noninterest expense:
Salaries and benefits $17,620 $17,116 $504 2.9% $15,904 $1,716 10.8%
Occupancy expenses 3,149 3,262 (113) -3.5% 2,797 352 12.6%
Furniture and equipment expenses 1,811 1,809 2 0.1% 1,823 (12) -0.7%
OREO and related costs (1) 1,366 1,036 330 31.9% 2,279 (913) -40.1%
Other operating expenses 10,390 10,045 345 3.4% 11,073 (683) -6.2%
Total noninterest expense $34,336 $33,268 $1,068 3.2% $33,876 460 1.4%
Mortgage segment operations $(4,256) $(3,676) $(580) 15.8% $(2,531) $(1,726) 68.2%
Intercompany eliminations 117 117 - 0.0% 117 - 0.0%
--- --- --- --- ---
$30,197 $29,709 $488 1.6% $31,462 $(1,265) -4.0%
======= ======= ==== ======= =======
NM - Not Meaningful
(1)OREO related costs include foreclosure related expenses, gains/losses on the sale of
OREO, valuation reserves, and asset resolution related legal expenses.
On a linked quarter basis, noninterest expense increased $1.1 million, or 3.2%, to $34.4 million from $33.3 million when compared to the third quarter. This increase was primarily driven by salaries and benefit expense, which increased $504,000 due to increased incentive awards related to higher earnings and severance payments related to branch closures and other efficiency initiatives. OREO and related costs increased $330,000, due to a $301,000 valuation adjustment recorded in the fourth quarter. The Company reviews the carrying value of OREO on a quarterly basis and records valuation reserves as necessary based on current available information. In addition, other operating expenses increased $345,000 largely due to contract termination expenses related to branch closures and other efficiency initiatives of $363,000 in the fourth quarter. Excluding mortgage segment operations, noninterest expense increased $488,000, or 1.6% compared to the third quarter.
For the quarter ended December 31, 2012, noninterest expense increased $460,000, or 1.4%, to $34.4 million from $33.9 million for the fourth quarter of 2011. Salaries and benefits expenses increased $1.7 million primarily related to the costs associated with the addition of mortgage loan originators and support personnel in 2012 and severance payments related to branch closures and other efficiency initiatives in 2012. Occupancy expenses increased $352,000 primarily due to the addition of mortgage offices in the first quarter of 2012 and increases in bank branch lease costs. These increases were offset by lower OREO and related costs and other operating expenses. OREO and related costs decreased $913,000 from the prior year's fourth quarter due to lower valuation adjustments and losses on sales of OREO and declines in problem loan legal fees as asset quality continues to improve. Other operating expenses were lower by $682,000, attributable to lower marketing and advertising expense, reduced FDIC insurance expense and declining core deposit intangible amortization expense. Excluding mortgage segment operations, noninterest expense decreased $1.3 million, or 4.0%, compared to the fourth quarter of 2011.
For the Twelve Months Ended
Dollars in thousands
--------------------
12/31/12 12/31/11 $ %
-------- -------- --- ---
Noninterest expense:
Salaries and benefits $68,648 $62,865 $5,783 9.2%
Occupancy expenses 12,150 11,104 1,046 9.4%
Furniture and equipment expenses 7,251 6,920 331 4.8%
OREO and related costs (1) 4,639 5,668 (1,029) -18.2%
Other operating expenses 40,791 44,258 (3,467) -7.8%
Total noninterest expense $133,479 $130,815 $2,664 2.0%
Mortgage segment operations $(13,971) $(9,793) $(4,178) 42.7%
Intercompany eliminations 468 468 - 0.0%
--- --- ---
$119,976 $121,490 $(1,514) -1.2%
======== ======== =======
(1)OREO related costs include foreclosure related expenses, gains/losses on the sale of OREO, valuation
reserves, and asset resolution related legal expenses.
For the year ending December 31, 2012, noninterest expense increased $2.7 million, or 2.0% to $133.5 million, from $130.8 million a year ago. Salaries and benefits expense increased $5.8 million due to the addition of mortgage loan originators and support personnel hired in 2012, group insurance cost increases, and severance expense recorded in the current quarter. Occupancy costs increased $1.0 million primarily due to the addition of mortgage offices in the first quarter of 2012 and increases in bank branch lease costs. Furniture and equipment expense increased $331,000, primarily related to equipment maintenance contracts and software amortization. Partially offsetting these increases were other operating expenses which decreased $3.5 million, or 7.8% primarily due to reductions in FDIC insurance expense of $2.6 million resulting from changes in the assessment base and rate as well as lower core deposit intangible amortization expense of $1.2 million. OREO and related costs decreased $1.0 million, or 18.2%, during the current year due to lower valuation adjustments and losses on sales of OREO and declines in problem loan legal fees as asset quality continues to improve. Excluding mortgage segment operations, noninterest expense decreased $1.5 million, or 1.2%, compared to the same period in 2011.
BALANCE SHEET
At December 31, 2012, total assets were $4.1 billion, an increase of $188.8 million from December 31, 2011. Total cash and cash equivalents were $82.9 million at December 31, 2012, a decrease of $13.8 million from the same period last year. Investment in securities decreased $34.8 million, or 5.6%, from $620.2 million at December 31, 2011 to $585.4 million at December 31, 2012, respectively. At December 31, 2012, loans (net of unearned income) were $3.0 billion, an increase of $148.3 million, or 5.3%, from December 31, 2011. Mortgage loans held for sale were $167.7 million, an increase of $92.9 million from December 31, 2011 driven by an increase in mortgage origination volume resulting from the addition of mortgage loan originators and offices during 2012 and historically low mortgage interest rates.
As of December 31, 2012, total deposits were $3.3 billion, an increase of $122.7 million, or 3.9%, when compared to December 31, 2011. Total short-term borrowings, including FHLB borrowings and repurchase agreements, increased $69.3 million from December 31, 2011, as the Company relied on short-term borrowings to fund growth in mortgage loans held for sale balances and customer preference for repurchase agreements increased. As of December 31, 2012, long-term borrowings declined $18.6 million when compared to December 31, 2011. During the third quarter, the Company modified its fixed rate convertible Federal Home Loan Bank of Atlanta ("FHLB") advances to floating rate advances, which resulted in reducing the Company's FHLB borrowing costs. In connection with this modification, the Company incurred a prepayment penalty of $19.6 million on the original advances which is being amortized, as a component of interest expense on borrowing, over the life of the advances. The prepayment amount is reported as a component of long-term borrowings in the Company's consolidated balance sheet.
The Company's capital ratios continued to be considered "well capitalized" for regulatory purposes. The Company's ratio of total capital to risk-weighted assets was 14.57% and 14.51% on December 31, 2012 and 2011, respectively. The Company's ratio of Tier 1 capital to risk-weighted assets was 13.14% and 12.85% at December 31, 2012 and 2011, respectively. During the fourth quarter of 2011, the Company paid the U.S.Treasury $35.7 million to redeem the Preferred Stock issued to the U.S. Treasury and assumed in the FMB acquisition. In December 2012, the Company repurchased and retired 750,000 shares of its common stock for an aggregate purchase price of $11,580,000, or $15.44 per share. The repurchase was funded with cash on hand. The Company's common equity to asset ratios at December 31, 2012 and 2011 were 10.64% and 10.79%, respectively, while its tangible common equity to tangible assets ratio increased to 8.97% from 8.91% at December 31, 2011.
MORTGAGE SEGMENT INFORMATION
On a linked quarter basis, the mortgage segment net income for the fourth quarter increased $122,000, or 14.2%, from $859,000 in the third quarter to $981,000. Mortgage loan originations increased by $8.7 million or 2.7% in the current quarter to $331.8 million from $323.1 million in the third quarter aided by historically low interest rates. As a result, gains on the sale of loans, net of commission expenses, increased $544,000, or 11.4% to $5.3 million. Salary and benefit expenses increased $263,000, or 11.6% to $2.5 million from $2.3 million primarily due to increased incentive awards and other benefit costs. Operating expenses increased $330,000, or 39.2%, from the prior quarter due to increased supplies and other costs related to mortgage offices added in 2012, higher loan-related expenses due to volume, higher employee training, travel, and licensure costs, and contract termination costs of $78,000 related to cost saving initiatives. Refinanced loans represented 57.0% of the originations during the fourth quarter compared to 57.6% during the third quarter.
For the three months ended December 31, 2012, the mortgage segment net income increased $327,000 or 50.0% from $654,000 to $981,000 compared to the same period last year. Originations increased by $145.2 million, or 77.8%, to $331.8 million from $186.6 million in the prior year due to the additions in production personnel in 2012 and the sustained low interest rate environment. In early 2012, the Company significantly increased its mortgage loan production capacity by hiring additional loan originators and support personnel who were formerly employed by a national mortgage company that exited the mortgage origination business. During the current quarter, the Company recorded gains on the sale of mortgage loans, net of commission expenses, that were $2.0 million, or 62.0%, higher than the same period last year. Salaries and benefits increased $1.2 million, or 92.6%, primarily due to the personnel additions noted above in 2012. Refinanced loans represented 57.0% of originations during the fourth quarter of 2012 compared to 52.2% during the same period a year ago.
For the year ended December 31, 2012, the mortgage segment net income increased $933,000, or 57.8%, from $1.6 million during the same period last year to $2.5 million. Originations increased by $436.8 million, or 66.2%, to $1.1 billion from $659.4 million during the same period last year due to the addition of mortgage loan originators in 2012 noted above and the historically low interest rate environment. Gains on sales of loans, net of commission expenses, increased $5.6 million, or 50.7%, while salary and benefit expenses increased $3.0 million, or 55.4%, primarily due to the addition of mortgage loan originators and support personnel in early 2012. Refinanced loans represented 54.3% of originations during the year compared to 37.4% during 2011.
* * * * * * *
ABOUT UNION FIRST MARKET BANKSHARES CORPORATION
Headquartered in Richmond, Virginia, Union First Market Bankshares Corporation is the holding company for Union First Market Bank, which has 90 branches and more than 150 ATMs throughout Virginia. Non-bank affiliates of the holding company include: Union Investment Services, Inc., which provides full brokerage services; Union Mortgage Group, Inc., which provides a full line of mortgage products, and Union Insurance Group, LLC, which offers various lines of insurance products. Union First Market Bank also owns a non-controlling interest in Johnson Mortgage Company, L.L.C.
Additional information is available on the Company's website at http://investors.bankatunion.com. Shares of the Company's common stock are traded on the NASDAQ Global Select Market under the symbol UBSH.
FORWARD-LOOKING STATEMENTS
Certain statements in this report may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include projections, predictions, expectations, or beliefs about future events or results or otherwise and are not statements of historical fact. Such statements are often characterized by the use of qualified words (and their derivatives) such as "expect," "believe," "estimate," "plan," "project," "anticipate," "intend," "will," or words of similar meaning or other statements concerning opinions or judgment of the Company and its management about future events. Although the Company believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of its existing knowledge of its business and operations, there can be no assurance that actual results, performance, or achievements of the Company will not differ materially from any future results, performance, or achievements expressed or implied by such forward-looking statements. Actual future results and trends may differ materially from historical results or those anticipated depending on a variety of factors, including, but not limited to, the effects of and changes in: general economic and bank industry conditions, the interest rate environment, legislative and regulatory requirements, competitive pressures, new products and delivery systems, inflation, changes in the stock and bond markets, accounting standards or interpretations of existing standards, mergers and acquisitions, technology, and consumer spending and savings habits. More information is available on the Company's website, http://investors.bankatunion.com and on the Securities and Exchange Commission's website, www.sec.gov. The information on the Company's website is not a part of this press release. The Company does not intend or assume any obligation to update or revise any forward-looking statements that may be made from time to time by or on behalf of the Company.
UNION FIRST MARKET BANKSHARES CORPORATION AND SUBSIDIARIES
KEY FINANCIAL RESULTS
(in thousands, except share data)
Three Months Ended Twelve Months Ended
12/31/12 09/30/12 12/31/11 12/31/12 12/31/11
-------- -------- -------- -------- --------
Results of Operations
---------------------
Interest and dividend income $45,183 $45,503 $46,319 $181,863 $189,073
Interest expense 6,023 6,741 7,828 27,508 32,713
Net interest income 39,160 38,762 38,491 154,355 156,360
Provision for loan losses 3,300 2,400 2,400 12,200 16,800
Net interest income after provision for
loan losses 35,860 36,362 36,091 142,155 139,560
Noninterest income (1) 11,835 10,504 9,247 41,068 32,964
Noninterest expenses (1) 34,336 33,270 33,876 133,479 130,815
Income before income taxes 13,359 13,596 11,462 49,744 41,709
Income tax expense 3,917 3,970 3,102 14,333 11,264
Net income $9,442 $9,626 $8,360 $35,411 $30,445
====== ====== ====== ======= =======
Interest earned on loans (FTE) $40,981 $40,913 $41,584 $162,956 $168,991
Interest earned on securities (FTE) 5,286 5,638 5,734 23,067 24,284
Interest earned on earning assets (FTE) 46,272 46,555 47,386 186,086 193,399
Net interest income (FTE) 40,250 39,815 39,558 158,577 160,686
Interest expense on certificates of
deposit 3,425 3,710 4,183 15,015 17,658
Interest expense on interest-bearing
deposits 4,362 4,725 5,572 19,446 24,347
Core deposit intangible amortization 1,188 1,212 1,448 4,936 6,122
Net income - community bank segment $8,461 $8,767 $7,707 $32,867 $28,833
Net income - mortgage segment 981 859 654 2,544 1,612
Key Ratios
----------
Return on average assets (ROA) 0.93% 0.96% 0.84% 0.89% 0.79%
Return on average equity (ROE) 8.41% 8.70% 7.49% 8.13% 6.90%
Efficiency ratio (FTE) (1) 65.92% 66.12% 69.41% 66.86% 67.55%
Efficiency ratio -community bank segment
(FTE) (1) 64.93% 65.52% 69.38% 65.88% 66.84%
Efficiency ratio -mortgage bank segment
(FTE) (1) 74.72% 72.23% 70.76% 77.66% 79.20%
Net interest margin (FTE) 4.29% 4.31% 4.37% 4.34% 4.57%
Net interest margin, core (FTE) (2) 4.22% 4.23% 4.20% 4.24% 4.37%
Yields on earning assets (FTE) 4.93% 5.04% 5.23% 5.10% 5.50%
Cost of interest-bearing liabilities
(FTE) 0.81% 0.92% 1.07% 0.94% 1.14%
Cost of funds 0.64% 0.73% 0.86% 0.75% 0.93%
Noninterest expense less noninterest
income /average assets 2.21% 2.27% 2.49% 2.32% 2.53%
Capital Ratios
--------------
Tier 1 risk-based capital ratio 13.14% 13.44% 12.85% 13.14% 12.85%
Total risk-based capital ratio 14.57% 15.00% 14.51% 14.57% 14.51%
Leverage ratio (Tier 1 capital to average
assets) 10.29% 10.53% 10.15% 10.52% 10.34%
Common equity to total assets 10.64% 11.00% 10.79% 10.64% 10.79%
Tangible common equity to tangible assets 8.97% 9.27% 8.91% 8.97% 8.91%
Per Share Data
--------------
Earnings per common share, basic $0.37 $0.37 $0.28 $1.37 $1.07
Earnings per common share, diluted 0.37 0.37 0.28 1.37 1.07
Cash dividends paid per common share 0.12 0.10 0.07 0.37 0.28
Market value per share 15.77 15.56 13.29 15.77 13.29
Book value per common share 17.30 17.11 16.17 17.30 16.17
Tangible book value per common share 14.31 14.15 13.08 14.31 13.08
Price to earnings ratio, diluted 10.71 10.57 11.96 11.51 12.42
Price to book value per common share
ratio 0.91 0.91 0.82 0.91 0.82
Price to tangible common share ratio 1.10 1.10 1.02 1.10 1.02
Weighted average common shares
outstanding, basic 25,809,667 25,880,894 26,011,465 25,872,316 25,981,222
Weighted average common shares
outstanding, diluted 25,854,623 25,907,909 26,036,922 25,900,863 26,009,839
Common shares outstanding at end of
period 25,270,970 25,967,705 26,134,830 25,270,970 26,134,830
Three Months Ended Twelve Months Ended
12/31/12 09/30/12 12/31/11 12/31/12 12/31/11
-------- -------- -------- -------- --------
Financial Condition
-------------------
Assets $4,095,865 $4,028,194 $3,907,087 $4,095,865 $3,907,087
Loans, net of unearned income 2,966,847 2,908,510 2,818,583 2,966,847 2,818,583
Earning Assets 3,752,089 3,703,468 3,566,480 3,752,089 3,566,480
Goodwill 59,400 59,400 59,400 59,400 59,400
Core deposit intangibles, net 15,778 16,966 20,714 15,778 20,714
Deposits 3,297,767 3,199,779 3,175,105 3,297,767 3,175,105
Stockholders' equity 435,863 442,949 421,639 435,863 421,639
Tangible common equity 360,652 366,450 341,092 360,652 341,092
Averages
--------
Assets $4,058,455 $3,994,830 $3,929,529 $3,975,225 $3,861,629
Loans, net of unearned income 2,935,214 2,890,666 2,804,500 2,875,916 2,818,022
Loans held for sale 157,177 119,190 68,587 104,632 53,463
Securities 628,626 651,855 619,228 642,973 595,261
Earning assets 3,732,684 3,671,398 3,591,739 3,649,865 3,518,643
Deposits 3,252,380 3,192,239 3,156,596 3,203,177 3,098,818
Certificates of deposit 1,066,491 1,080,022 1,158,561 1,099,251 1,177,448
Interest-bearing deposits 2,627,741 2,604,760 2,617,459 2,625,437 2,585,466
Borrowings 316,345 320,562 289,299 296,935 289,776
Interest-bearing liabilities 2,944,086 2,925,322 2,906,758 2,922,373 2,875,242
Stockholders' equity 446,604 440,122 442,580 435,774 441,040
Tangible common equity 370,777 362,996 336,076 357,985 326,090
Asset Quality
-------------
Allowance for Loan Losses (ALLL)
-------------------------------
Beginning balance $39,894 $40,985 $41,290 $39,470 $38,406
Add: Recoveries 340 680 569 1,711 2,130
Less: Charge-offs 8,618 4,171 4,789 18,465 17,866
Add: Provision for loan losses 3,300 2,400 2,400 12,200 16,800
Ending balance $34,916 $39,894 $39,470 $34,916 $39,470
------- ------- ------- ------- -------
Components of ALLL:
-------------------
ALLL for Loans individually evaluated for
impairment $6,921 $11,309 10,213 $6,921 10,213
ALLL for Loans collectively evaluated for
impairment 27,995 28,585 $29,257 27,995 $29,257
$34,916 $39,894 $39,470 $34,916 $39,470
------- ------- ------- ------- -------
ALLL / total outstanding loans 1.18% 1.37% 1.40% 1.18% 1.40%
ALLL /total outstanding loans, adjusted for
acquired (3) 1.40% 1.66% 1.83% 1.40% 1.83%
Net charge-offs / total outstanding loans 1.11% 0.48% 0.59% 0.56% 0.56%
Provision/ total outstanding loans 0.44% 0.33% 0.34% 0.41% 0.60%
Nonperforming Assets
--------------------
Commercial $23,208 $28,547 $42,174 $23,208 $42,174
Consumer 2,998 3,612 2,660 2,998 2,660
Nonaccrual loans 26,206 32,159 44,834 26,206 44,834
Other real estate owned 32,834 34,440 32,263 32,834 32,263
Total nonperforming assets (NPAs) 59,040 66,599 77,097 59,040 77,097
------ ------ ------ ------ ------
Commercial 3,191 1,931 12,865 3,191 12,865
Consumer 5,652 7,165 7,047 5,652 7,047
Loans >= 90 days and still accruing 8,843 9,096 19,912 8,843 19,912
Total nonperforming assets and loans >= 90 days $67,883 $75,695 $97,009 $67,883 $97,009
------- ------- ------- ------- -------
NPAs / total outstanding loans 1.99% 2.29% 2.74% 1.99% 2.74%
NPAs / total assets 1.44% 1.65% 1.97% 1.44% 1.97%
ALLL / nonperforming loans 133.24% 124.05% 88.04% 133.24% 88.04%
ALLL / nonperforming assets 59.14% 59.90% 51.20% 59.14% 51.20%
Three Months Ended Twelve Months Ended
12/31/12 09/30/12 12/31/11 12/31/12 12/31/11
-------- -------- -------- -------- --------
Past Due Detail
---------------
Commercial $929 $382 $1,468 $929 $1,468
Consumer 3,748 4,625 2,797 3,748 2,797
Loans 60-89 days past due $4,677 $5,007 $4,265 $4,677 $4,265
Commercial $5,643 $15,421 $2,184 $5,643 $2,184
Consumer 13,195 9,486 12,934 13,195 12,934
Loans 30-59 days past due $18,838 $24,907 $15,118 $18,838 $15,118
Commercial $3,594 $5,431 $8,828 $3,594 $8,828
Consumer 971 1,006 1,069 971 1,069
Purchased impaired $4,565 $6,437 $9,897 $4,565 $9,897
Other Data
----------
Mortgage loan originations $334,734 $323,077 $186,559 $1,096,140 $659,441
% of originations that are
refinances 57.00% 57.60% 52.20% 54.30% 37.40%
End of period full-time
employees 1,044 1,054 1,045 1,044 1,045
Number of full-service
branches 90 94 99 90 99
Number of full automatic
transaction machines
(ATMs) 155 158 165 155 165
Alternative Performance
Measures
-----------------------
Cash basis earnings (4)
Net income $9,442 $9,626 $8,360 $35,411 $30,445
Plus: Core deposit
intangible amortization,
net of tax 772 788 941 3,208 3,979
Plus: Trademark intangible
amortization, net of tax 65 65 65 260 260
Cash basis operating
earnings $10,279 $10,479 $9,366 $38,879 $34,684
======= ======= ====== ======= =======
Average assets $4,058,455 $3,994,831 $3,929,529 $3,975,225 $3,861,628
Less: Average trademark
intangible 82 181 482 231 631
Less: Average goodwill 59,400 59,400 59,400 59,400 58,494
Less: Average core deposit
intangibles 16,346 17,546 21,408 18,159 23,654
Average tangible assets $3,982,627 $3,917,704 $3,848,239 $3,897,435 $3,778,849
---------- ---------- ---------- ---------- ----------
Average equity $446,604 $440,122 $442,580 $435,774 $441,040
Less: Average trademark
intangible 82 181 482 231 631
Less: Average goodwill 59,400 59,400 59,400 59,400 58,494
Less: Average core deposit
intangibles 16,346 17,546 21,408 18,159 23,654
Less: Average preferred
equity - - 25,215 - 32,171
Average tangible common
equity $370,776 $362,995 $336,075 $357,984 $326,090
-------- -------- -------- -------- --------
Cash basis operating
earnings per share,
diluted $0.40 $0.40 $0.36 $1.50 $1.33
Cash basis operating return
on average tangible assets 1.03% 1.06% 0.97% 1.00% 0.92%
Cash basis operating return
on average tangible common
equity 11.03% 11.48% 11.06% 10.86% 10.64%
(1)Certain amounts in the 2012 and 2011 consolidated financial statements have been reclassified to conform to the presentation adopted in the fourth quarter of 2012. Commissions paid on the origination of mortgages held for sale have been netted against the related gains on sales of
mortgage loans revenue amounts for both 2012 and 2011. In addition, debit and credit card interchange costs incurred have been netted against the related debit and credit card interchange income. Management considers the net presentation to more accurately reflect the net contribution
to the consolidated financial results for the mortgage segment and the debit and credit card products. These changes had no impact on previously reported earnings and the following shows the impact on the Company's efficiency ratio:
Efficiency Ratio (FTE) -
prior to
reclassification 69.01% 69.21% 71.30% 69.59% 69.43%
Impact of
Reclassification -3.09% -3.09% -1.89% -2.73% -1.88%
----- ----- ----- ----- -----
Efficiency Ratio (FTE) -
as reported 65.92% 66.12% 69.41% 66.86% 67.55%
(2) The core net interest margin, fully taxable equivalent ("FTE") excludes the impact of acquisition accounting accretion and amortization adjustments in net interest income.
(3) The allowance for loan losses, adjusted for acquired loans (non-GAAP) ratio includes the allowance for loan losses to the total loan portfolio less acquired loans without additional credit deterioration above the original credit mark. Loans with credit deterioration subsequent to
being acquired have been provided for in accordance with the Company's ALLL methodology. GAAP requires the acquired allowance for loan losses not be carried over in an acquisition or merger. The Company believes the presentation of the allowance for loan losses, adjusted for acquired
loans ratio is useful to investors because the acquired loans were purchased at a market discount with no allowance for loan losses carried over to the Company. Therefore, acquired loans without additional credit deterioration above the original credit mark are adjusted out of the loan
balance denominator.
Gross Loans $2,966,847 $2,908,510 $2,818,583 $2,966,847 $2,818,583
less acquired loans
without additional
credit deterioration (474,252) (505,362) (661,531) (474,252) (661,531)
-------- -------- -------- -------- --------
Gross Loans, adjusted for
acquired 2,492,595 2,403,148 2,157,052 2,492,595 2,157,052
Allowance for loan losses 34,916 39,894 39,470 34,916 39,470
ALLL /gross loans,
adjusted for acquired 1.40% 1.66% 1.83% 1.40% 1.83%
(4) As a supplement to GAAP, management also reviews operating performance based on its "cash basis earnings" to fully analyze its core business. Cash basis earnings exclude amortization expense attributable to intangibles (goodwill and core deposit intangibles) that do not qualify as
regulatory capital. Financial ratios based on cash basis earnings exclude the amortization of nonqualifying intangible assets from earnings and the unamortized balance of nonqualifying intangibles from assets and equity.
In management's opinion, cash basis earnings are useful to investors because by excluding non-operating adjustments they allow investors to see clearly the economic impact on the results of Company. These non-GAAP disclosures should not, however, be viewed in direct comparison with
non-GAAP measures of other companies.
UNION FIRST MARKET BANKSHARES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE
SHEETS
AS OF DECEMBER 31,
2012 AND 2011
(Dollars in thousands,
except share amounts)
2012 2011
---- ----
ASSETS (Unaudited) (Audited)
------
Cash and cash
equivalents:
Cash and due from
banks $71,426 $64,412
Interest-bearing
deposits in other
banks 11,320 31,930
Money market
investments 1 155
Federal funds sold 155 162
--- ---
Total cash and cash
equivalents 82,902 96,659
------ ------
Securities available
for sale, at fair
value 585,382 620,166
Restricted stock, at
cost 20,687 20,661
Loans held for sale 167,698 74,823
Loans, net of unearned
income 2,966,847 2,818,583
Less allowance for
loan losses 34,916 39,470
------ ------
Net loans 2,931,931 2,779,113
--------- ---------
Bank premises and
equipment, net 85,409 90,589
Other real estate
owned, net of
valuation allowance 32,834 32,263
Core deposit
intangibles, net 15,778 20,714
Goodwill 59,400 59,400
Other assets 113,844 112,699
------- -------
Total assets $4,095,865 $3,907,087
========== ==========
LIABILITIES
-----------
Noninterest-bearing
demand deposits 645,901 534,535
Interest-bearing
deposits:
NOW accounts 454,150 412,605
Money market accounts 957,130 904,893
Savings accounts 207,846 179,157
Time deposits of
$100,000 and over 508,630 551,555
Other time deposits 524,110 592,360
------- -------
Total interest-
bearing deposits 2,651,866 2,640,570
--------- ---------
Total deposits 3,297,767 3,175,105
--------- ---------
Securities sold under
agreements to
repurchase 54,270 62,995
Other short-term
borrowings 78,000 -
Long-term borrowings 136,815 155,381
Trust preferred
capital notes 60,310 60,310
Other liabilities 32,840 31,657
------ ------
Total liabilities 3,660,002 3,485,448
--------- ---------
Commitments and
contingencies
STOCKHOLDERS' EQUITY
--------------------
Common stock, $1.33
par value, shares
authorized
36,000,000; issued
and outstanding,
25,270,970 shares at
December 31, 2012 and
26,134,830 shares at
December 31, 2011 33,510 34,672
Surplus 176,635 187,493
Retained earnings 215,634 189,824
Accumulated other
comprehensive income 10,084 9,650
------ -----
Total stockholders'
equity 435,863 421,639
------- -------
Total liabilities and
stockholders' equity $4,095,865 $3,907,087
========== ==========
UNION FIRST MARKET BANKSHARES CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share amounts)
Three Months Ended Twelve Months Ended
December 31 December 31
----------- -----------
2012 2011 2012 2011
---- ---- ---- ----
Interest and dividend income: (Unaudited) (Unaudited) (Unaudited) (Audited)
Interest and fees on loans $40,894 $41,480 $162,637 $168,479
Interest on Federal funds sold - - 1 1
Interest on deposits in other
banks 7 70 70 130
Interest and dividends on
securities:
Taxable 2,422 2,980 11,904 13,380
Nontaxable 1,860 1,789 7,251 7,083
----- ----- ----- -----
Total interest and dividend income 45,183 46,319 181,863 189,073
------ ------ ------- -------
Interest expense:
Interest on deposits 4,362 5,572 19,446 24,346
Interest on Federal funds
purchased 21 - 50 7
Interest on short-term borrowings 74 99 234 352
Interest on long-term borrowings 1,566 2,157 7,778 8,008
----- ----- ----- -----
Total interest expense 6,023 7,828 27,508 32,713
----- ----- ------ ------
Net interest income 39,160 38,491 154,355 156,360
Provision for loan losses 3,300 2,400 12,200 16,800
----- ----- ------ ------
Net interest income after
provision for loan losses 35,860 36,091 142,155 139,560
------ ------ ------- -------
Noninterest income:
Service charges on deposit
accounts 2,390 2,258 9,033 8,826
Other service charges, commissions
and fees 2,784 2,521 10,898 9,736
Gains (losses) on securities
transactions, net 185 430 190 913
Other-than-temporary impairment
losses - - - (400)
Gains on sales of mortgage loans 5,299 3,270 16,651 11,052
Losses (gains) on sales of bank
premises (32) (351) 2 (996)
Other operating income 1,209 1,119 4,294 3,833
----- ----- ----- -----
Total noninterest income 11,835 9,247 41,068 32,964
------ ----- ------ ------
Noninterest expenses:
Salaries and benefits 17,620 15,904 68,648 62,865
Occupancy expenses 3,149 2,797 12,150 11,104
Furniture and equipment expenses 1,811 1,823 7,251 6,920
Other operating expenses 11,756 13,352 45,430 49,926
------ ------ ------ ------
Total noninterest expenses 34,336 33,876 133,479 130,815
------ ------ ------- -------
Income before income taxes 13,359 11,462 49,744 41,709
Income tax expense 3,917 3,102 14,333 11,264
----- ----- ------ ------
Net income $9,442 $8,360 $35,411 $30,445
Dividends paid and accumulated on
preferred stock - 113 - 1,499
Accretion of discount on preferred
stock - 983 - 1,177
--- --- --- -----
Net income available to common
shareholders $9,442 $7,264 $35,411 $27,769
====== ====== ======= =======
Earnings per common share, basic $0.37 $0.28 $1.37 $1.07
===== ===== ===== =====
Earnings per common share, diluted $0.37 $0.28 $1.37 $1.07
===== ===== ===== =====
UNION FIRST MARKET BANKSHARES CORPORATION AND SUBSIDIARIES
SEGMENT FINANCIAL INFORMATION
(Dollars in
thousands)
Community Bank Mortgage Eliminations Consolidated
-------------- -------- ------------ ------------
Three Months Ended
December 31, 2012
------------------
Net interest income $38,767 $393 $ - $39,160
Provision for loan
losses 3,300 - - 3,300
Net interest income
after provision for
loan losses 35,467 393 - 35,860
Noninterest income 6,649 5,303 (117) 11,835
Noninterest expenses 30,197 4,256 (117) 34,336
------ ----- ---- ------
Income before income
taxes 11,919 1,440 - 13,359
Income tax expense 3,458 459 - 3,917
----- --- --- -----
Net income $8,461 $981 $ - $9,442
====== ==== =================== ======
Total assets $4,081,544 $187,836 $(173,515) $4,095,865
========== ======== ========= ==========
Three Months Ended
September 30, 2012
-------------------
Net interest income $38,428 $334 $ - $38,762
Provision for loan
losses 2,400 - - 2,400
Net interest income
after provision for
loan losses 36,028 334 - 36,362
Noninterest income 5,865 4,756 (117) 10,504
Noninterest expenses 29,709 3,678 (117) 33,270
------ ----- ---- ------
Income before income
taxes 12,184 1,412 - 13,596
Income tax expense 3,415 555 - 3,970
----- --- --- -----
Net income $8,769 $857 $ - $9,626
====== ==== =================== ======
Total assets $4,020,661 $154,181 $(146,649) $4,028,193
========== ======== ========= ==========
Three Months Ended
December 31, 2011
------------------
Net interest income $38,181 $310 $ - $38,491
Provision for loan
losses 2,400 - - 2,400
Net interest income
after provision for
loan losses 35,781 310 - 36,091
Noninterest income 6,098 3,266 (117) 9,247
Noninterest expenses 31,462 2,531 (117) 33,876
------ ----- ----
Income before income
taxes 10,417 1,045 - 11,462
Income tax expense 2,710 392 - 3,102
----- --- --- -----
Net income $7,707 $653 $ - $8,360
====== ==== =================== ======
Total assets $3,904,013 $84,445 $(81,371) $3,907,087
========== ======= ======== ==========
Twelve Months Ended
December 31, 2012
-------------------
Net interest income $153,024 $1,331 $ - $154,355
Provision for loan
losses 12,200 - - 12,200
Net interest income
after provision for
loan losses 140,824 1,331 - 142,155
Noninterest income 24,876 16,660 (468) 41,068
Noninterest expenses 119,976 13,971 (468) 133,479
------- ------ ----
Income before income
taxes 45,724 4,020 - 49,744
Income tax expense 12,858 1,475 - 14,333
------ ----- --- ------
Net income $32,866 $2,545 $ - $35,411
======= ====== =================== =======
Total assets $4,081,544 $187,836 $(173,515) $4,095,865
========== ======== ========= ==========
Twelve Months Ended
December 31, 2011
-------------------
Net interest income $155,045 $1,315 $ - $156,360
Provision for loan
losses 16,800 - - 16,800
Net interest income
after provision for
loan losses 138,245 1,315 - 139,560
Noninterest income 22,382 11,050 (468) 32,964
Noninterest expenses 121,490 9,793 (468) 130,815
------- ----- ----
Income before income
taxes 39,137 2,572 - 41,709
Income tax (benefit)
expense 10,304 960 - 11,264
------ --- --- ------
Net income $28,833 $1,612 $ - $30,445
======= ====== =================== =======
Total assets $3,904,013 $84,445 $(81,371) $3,907,087
========== ======= ======== ==========
AVERAGE BALANCES, INCOME AND EXPENSES, YIELDS AND RATES (TAXABLE EQUIVALENT BASIS)
For the Three Months Ended December 31,
---------------------------------------
2012 2011 2010
---- ---- ----
Average Balance Interest Income / Expense Yield / Average Balance Interest Income / Expense Yield / Average Balance Interest Income / Expense Yield /
Rate (1) Rate (1) Rate (1)
--------
Assets:
-------
Securities:
Taxable $438,399 $2,424 2.20% $447,327 $2,982 2.64% $423,417 $3,740 3.50%
Tax-exempt 190,227 2,862 5.98% 171,901 2,752 6.35% 157,173 2,585 6.53%
Total securities (2) 628,626 5,286 3.35% 619,228 5,734 3.67% 580,590 6,325 4.32%
Loans, net (3) (4) 2,935,214 39,831 5.40% 2,804,500 40,949 5.79% 2,830,435 42,673 5.98%
Loans held for sale 157,177 1,150 2.91% 68,587 635 3.67% 93,325 832 3.54%
Federal funds sold 352 0 0.24% 451 - 0.24% 3,240 1 0.03%
Money market investments (25) - 0.00% 26 - 0.00% 202 - 0.00%
Interest-bearing deposits in other
banks 11,341 5 0.16% 98,947 68 0.27% 6,575 3 0.19%
Other interest-bearing deposits - - 0.00% - - 0.00% - - 0.00%
--- --- ---
Total earning assets 3,732,684 46,272 4.93% 3,591,739 47,386 5.23% 3,514,367 49,834 5.63%
Allowance for loan losses (40,058) (41,304) (37,865)
Total non-earning assets 365,828 379,094 378,216
------- -------
Total assets $4,058,455 $3,929,529 $3,854,718
========== ========== ==========
Liabilities and Stockholders' Equity:
-------------------------------------
Interest-bearing deposits:
Checking $431,267 98 0.09% $398,313 132 0.13% $363,779 186 0.20%
Money market savings 925,309 690 0.30% 883,467 1,086 0.49% 776,638 1,569 0.80%
Regular savings 204,673 150 0.29% 177,118 171 0.38% 153,669 120 0.31%
Certificates of deposit: (5)
$100,000 and over 535,519 1,814 1.35% 561,392 2,177 1.54% 642,838 3,003 1.85%
Under $100,000 530,971 1,611 1.21% 597,169 2,006 1.33% 652,389 2,807 1.71%
Total interest-bearing deposits 2,627,741 4,361 0.66% 2,617,459 5,572 0.84% 2,589,313 7,685 1.18%
Other borrowings (6) 316,345 1,661 2.09% 289,299 2,256 3.09% 305,900 1,855 2.41%
------- ------- -------
Total interest-bearing liabilities 2,944,086 6,022 0.81% 2,906,758 7,828 1.07% 2,895,213 9,540 1.31%
Noninterest-bearing liabilities:
Demand deposits 624,639 539,137 497,165
Other liabilities 43,127 41,054 31,592
Total liabilities 3,611,852 3,486,949 3,423,970
Stockholders' equity 446,604 442,580 430,748
------- ------- -------
Total liabilities and stockholders'
equity $4,058,455 $3,929,529 $3,854,718
========== ========== ==========
Net interest income $40,250 $39,558 $40,294
======= ======= =======
Interest rate spread (7) 4.12% 4.16% 4.32%
Interest expense as a percent of average earning assets 0.64% 0.86% 1.08%
Net interest margin (8) 4.29% 4.37% 4.55%
(1) Rates and yields are annualized and calculated from actual, not rounded amounts in thousands, which appear above.
(2) Interest income on securities includes $46 thousand in accretion of the fair market value adjustments related to the acquisition of FMB.
(3) Nonaccrual loans are included in average loans outstanding.
(4) Interest income on loans includes $717 thousand in accretion of the fair market value adjustments related to the acquisitions.
(5) Interest expense on certificates of deposits includes $2 thousand in accretion of the fair market value adjustments related to the Harrisonburg branch.
(6) Interest expense on borrowings includes $122 thousand in amortization of the fair market value adjustments related to the acquisition of FMB.
(7) Income and yields are reported on a taxable equivalent basis using the statutory federal corporate tax rate of 35%.
(8) Core net interest margin excludes purchase accounting adjustments and was 4.22% for the quarter ending 12/31/12.
AVERAGE BALANCES, INCOME AND EXPENSES, YIELDS AND RATES (TAXABLE EQUIVALENT BASIS)
For the Year Ended December 31,
-------------------------------
2012 2011 2010
---- ---- ----
Average Balance Interest Income / Expense Yield / Average Balance Interest Income / Expense Yield / Average Balance Interest Income / Expense Yield /
Rate (1) Rate (1) Rate (1)
--------
Assets:
-------
Securities:
Taxable $462,996 $11,912 2.57% $427,443 $13,387 3.13% $407,975 $13,958 3.42%
Tax-exempt 179,977 11,155 6.20% 167,818 10,897 6.49% 142,099 9,569 6.73%
Total securities (2) 642,973 23,067 3.59% 595,261 24,284 4.08% 550,074 23,527 4.28%
Loans, net (3) (4) 2,875,916 159,682 5.55% 2,818,022 166,869 5.92% 2,750,756 167,615 6.09%
Loans held for sale 104,632 3,273 3.13% 53,463 2,122 3.97% 68,414 2,671 3.90%
Federal funds sold 365 1 0.24% 351 1 0.24% 12,910 17 0.13%
Money market investments (0) - 0.00% 96 - 0.00% 171 - 0.00%
Interest-bearing deposits in other
banks 25,980 63 0.24% 51,450 123 0.24% 29,444 74 0.25%
Other interest-bearing deposits - - 0.00% - - 0.00% 726 - 0.00%
--- --- ---
Total earning assets 3,649,865 186,086 5.10% 3,518,643 193,399 5.50% 3,412,495 193,904 5.68%
Allowance for loan losses (40,460) (40,105) (34,539)
Total non-earning assets 365,820 383,090 374,613
------- ------- -------
Total assets $3,975,225 $3,861,628 $3,752,569
========== ========== ==========
Liabilities and Stockholders' Equity:
-------------------------------------
Interest-bearing deposits:
Checking $419,550 445 0.11% $385,715 621 0.16% $345,927 765 0.22%
Money market savings 909,408 3,325 0.37% 849,676 5,430 0.64% 724,802 6,422 0.89%
Regular savings 197,228 662 0.34% 172,627 638 0.37% 151,169 560 0.37%
Certificates of deposit: (5)
$100,000 and over 540,501 7,958 1.47% 573,276 9,045 1.58% 639,406 12,000 1.88%
Under $100,000 558,751 7,058 1.26% 604,172 8,613 1.43% 645,110 10,995 1.70%
Total interest-bearing deposits 2,625,437 19,446 0.74% 2,585,466 24,347 0.94% 2,506,414 30,742 1.23%
Other borrowings (6) 296,935 8,062 2.72% 289,776 8,366 2.89% 331,786 7,503 2.26%
------- ------- -------
Total interest-bearing liabilities 2,922,373 27,508 0.94% 2,875,242 32,713 1.14% 2,838,200 38,245 1.35%
Noninterest-bearing liabilities:
Demand deposits 577,740 513,352 468,631
Other liabilities 39,339 31,994 29,161
Total liabilities 3,539,451 3,420,588 3,335,992
Stockholders' equity 435,774 441,040 416,577
------- ------- -------
Total liabilities and stockholders'
equity $3,975,225 $3,861,628 $3,752,569
========== ========== ==========
Net interest income $158,577 $160,686 $155,659
======== ======== ========
Interest rate spread (7) 4.16% 4.36% 4.33%
Interest expense as a percent of average earning assets 0.75% 0.93% 1.12%
Net interest margin (8) 4.34% 4.57% 4.56%
(1) Rates and yields are annualized and calculated from actual, not rounded amounts in thousands, which appear above.
(2) Interest income on securities includes $201 thousand in accretion of the fair market value adjustments related to the acquisition of FMB.
(3) Nonaccrual loans are included in average loans outstanding.
(4) Interest income on loans includes $3.7 million in accretion of the fair market value adjustments related to the acquisitions.
(5) Interest expense on certificates of deposits includes $233 thousand in accretion of the fair market value adjustments related to the acquisitions.
(6) Interest expense on borrowings includes $489 thousand in amortization of the fair market value adjustments related to the acquisition of FMB.
(7) Income and yields are reported on a taxable equivalent basis using the statutory federal corporate tax rate of 35%.
(8) Core net interest margin excludes purchase accounting adjustments and was 4.24% for the year ended 12/31/12.
SOURCE Union First Market Bankshares Corporation
