Exhibit 99.1
| Contact: | D. Anthony Peay - (804) 632-2112 | |
| Executive Vice President/ Chief Financial Officer | ||
| Distribute to: | Virginia State/Local News lines, NY Times, AP, Reuters, S&P, Moody’s, Dow Jones, Investor Relations Service | |
| April 23, 2009 | Traded: NASDAQ | Symbol: UBSH |
UNION BANKSHARES CORPORATION REPORTS EARNINGS
FOR IMMEDIATE RELEASE (Bowling Green, Virginia) — Union Bankshares Corporation (the “Company”) (NASDAQ: UBSH — News) reports net income for the first quarter ended March 31, 2009 of $1.8 million, down $1.9 million from $3.7 million for the same period a year ago. The decrease was driven by a decline in the net interest margin and an increase in the provision for loan losses. These declines were partially offset by increased profitability in the mortgage segment.
Net income available to common shareholders, which deducts from net income the dividends and discount accretion on preferred stock, was $892 thousand for the quarter ended March 31, 2009. This decline represents a decrease in earnings per common share, on a diluted basis, of $.20 from $.27 to $.07. Return on average common equity for the three months ended March 31, 2009 was 2.57%, while return on average assets was .28%, compared to 6.85% and .64%, respectively, for the same period in 2008.
“While our first quarter operating results are not at the levels we’ve come to expect, they are indicative of the current economic environment across our country,” said G. William Beale, President and Chief Executive Officer of Union Bankshares Corporation.“The prolonged recession and other negative events continue to dominate the news and drive consumer behavior. As consumers returned to the safety of traditional banks, our deposit levels and investable cash balances grew. With significant slowing in loan demand and limited investment options, our net interest margin suffered as significant cash balances were invested in the overnight market at relatively low yields. Additionally, economic conditions negatively impacted the ability of some borrowers to repay their loans, forcing us to place additional loans on non-accrual and to set aside earnings to build reserves for potential loan losses. We were very pleased with the results of the mortgage segment which generated near record loan production and profitability levels for the quarter. During this quarter, we undertook some aggressive steps to help our home builder customers sell houses to qualified buyers by offering attractive low fixed rate financing packages. We remain committed to meeting the financial needs of our customers during these difficult financial times.”
On a linked quarter basis, net income of $1.8 million for the quarter ended March 31, 2009 declined $522 thousand from the fourth quarter ended December 31, 2008. The first quarter results were largely attributable to a 30 basis point decline in the net interest margin, lower service charge income and increased Federal Deposit Insurance Corporation (“FDIC”) insurance assessments. The Company also incurred costs related to the announced merger with First Market Bank, FSB, expected to be consummated by year end. Historically low interest rates helped drive increased profitability in the mortgage segment during the quarter.
As a supplement to U.S. generally accepted accounting principles (“GAAP”), the Company also uses certain alternate financial measures to review its operating performance. Diluted earnings per share on a cash basis for the quarter ended March 31, 2009 were $.15 as compared to $.29 for the same quarter a year ago and $.19
for the quarter ended December 31, 2008. Additionally, cash basis return on average tangible common equity for the quarter ended March 31, 2009 was 5.42% as compared to 10.88% in the prior year’s same quarter and 6.98% for the quarter ended December 31, 2008.
NET INTEREST INCOME
The precipitous decline in the target Federal Funds rate over the last year (from 2.25% to a range of 0% to .25%) continues to put significant pressure on the Company’s net interest margin and related net interest income. The asset sensitive positioning of the Company’s balance sheet combined with the previously mentioned interest rate declines has caused interest-earning assets to reprice faster than the Company’s interest-bearing deposits. While this positioning is expected to benefit the Company as interest rates (e.g. prime rate, Federal Funds rate) begin to rise, it will continue to negatively impact the margin in the interim.
During the quarter ended March 31, 2009, the Federal Open Market Committee (“FOMC”) maintained the target range for the Federal Funds rate at 0% to .25% and expects that the Federal Funds rate will likely remain exceptionally low for an extended period. Additionally, the FOMC also agreed to continue using liquidity and asset-purchase programs to support the functioning of financial markets and stimulate the economy.
For the three months ended March 31, 2009, net interest income, on a tax-equivalent basis, decreased $1.3 million, or 6.5%, to $18.6 million compared to the same period last year. This decrease was attributable to the decline in interest-earning asset yields outpacing the decline in costs of interest-bearing liabilities, resulting in a reduction in the net interest margin of 63 basis points, from 3.85% to 3.22%. Yields on interest-earning assets declined 130 basis points driven predominately by lower loan yields and excess liquidity at the Federal Reserve Bank yielding .25% or less. Costs of interest-bearing liabilities declined 73 basis points, principally as a result of lower costs on certificates of deposit and lower Federal Home Loan Bank (“FHLB”) advances. Average money market volumes increased $232.1 million, largely as a result of an extended money market promotion that provided participating customers a 3% yield through June 2009. This allowed the Company to reduce reliance on other borrowings by approximately $70.8 million and not to reissue brokered certificates of deposit of approximately $40 million. At March 31, 2009, the Company had no brokered certificates of deposit.
On a linked quarter basis, tax-equivalent net interest income decreased $955 thousand, or 4.9%, to $18.6 million. The tax-equivalent net interest margin declined 30 basis points to 3.22% from 3.52% over the most recent quarter. The net interest margin decline was partially attributable to a steeper decline in yields on interest-earning assets as compared to the costs of interest-bearing liabilities. Yields on interest-earning assets declined 49 basis points to 5.59% while the costs of interest-bearing liabilities declined only 13 basis points to 2.77%. The decline in loan yields is attributable to reduced loan demand, lower rates on new loans and, to a lesser extent, an increase in nonaccrual loans. Improvement in the cost of funds were principally a result of reducing costs on checking, savings and certificates of deposit. Increased volumes related to the previously referenced money market campaign allowed the Company to not reissue brokered certificates of deposit and lower reliance on FHLB advances.
On September 29, 2008, amid significant disruption and uncertainty in the financial markets, the Company borrowed $50 million in an FHLB advance at a rate of 3.52% with a maturity of September 28, 2009. Also, during the fourth quarter of 2008, the FOMC precipitously lowered the Federal Funds target from 2.0% to a range of 0% to .25%. At that time, the Company considered the FHLB advance a contingency plan against unforeseen and unprecedented market movements. The earnings spread between the advance and the corresponding short-term investment yield was negative and consequently has had an unfavorable impact on the Company’s net interest margin. Movements in interest rates subsequent to receiving the advance made prepayment cost prohibitive until it reaches maturity.
ASSET QUALITY/LOAN LOSS PROVISION
Industry concerns regarding asset quality, precipitated by subprime mortgage lending, declining real estate activity and general economic conditions, continued during the first quarter. These issues are impacting the markets in which the Company operates, mainly by slowing real estate activity and adding to the general economic uncertainty. The risk and performance of the Company’s loan portfolio is reflective of the relatively stable markets in which it operates and that we understand. While these markets have experienced slow economic activity, they remain in much better condition than the well-publicized markets in Arizona, Florida, California and other states where we do not lend and do not have loan loss exposure. The Company’s loan portfolio also does not include exposure to subprime mortgage loans.
During the quarter, the Company continued to experience deterioration in asset quality and anticipates there may be additional softening in the near-term. The Company has a significant concentration in real estate loans and has experienced reduced activity in the real estate development and housing sector. Residential acquisition and development lending and builder/construction lending have been scaled back as housing activity across our markets has declined. While this lessened activity may negatively impact delinquency and nonperforming asset levels, the collateralized nature of real estate loans serves to better protect the Company from loss.
Necessary resources are being devoted to the ongoing review of the portfolio and the workouts of problem assets to minimize any loss to the Company. Management will continue to monitor delinquencies, risk rating changes, charge-offs, market trends and other indicators of risk in the Company’s portfolio, particularly those tied to residential real estate and adjust the allowance for loan losses accordingly.
Net charge-offs were $922 thousand, or 0.20% of loans on an annualized basis, for the quarter ended March 31, 2009, compared to net charge-offs of $484 thousand, or 0.11%, in the same quarter last year and $2.0 million, or 0.42 %, for the quarter ended December 31, 2008. Net charge-offs in the current quarter included credit card charge-offs of $274 thousand, indirect auto loan charge-offs of $257 thousand and consumer loan charge-offs of $200 thousand. At March 31, 2009, total past due loans were $36.0 million, or 1.93% of total loans, up from .96% a year ago and 1.57% from December 31, 2008.
At March 31, 2009, nonperforming assets totaled $39.2 million, an increase of $28.4 million from a year ago and $17.6 million from December 31, 2008 and primarily related to increases in nonaccrual loans. The increases in 2009 and 2008 relate principally to loans in the real estate development and housing sector, including construction related businesses.
Nonperforming loans include residential real estate of $11.8 million, commercial real estate loans of $9.1 million, land loans of $4.6 million, commercial and industrial loans of $3.1 million and other loans totaling $2.5 million. Historically, and particularly in the current economic environment, the Company seeks to work with its customers on loan collection matters while taking appropriate actions to minimize any losses. These loans are closely monitored and evaluated for collection with appropriate loss reserves established where necessary.
Nonperforming assets also includes $8.1 million in other real estate owned. This total includes foreclosures on three acquisition and development loans totaling approximately $4.3 million, construction loans of $2.6 million, residential real estate of $410 thousand and $1.0 million in land from development of bank branch sites. Foreclosed properties have been adjusted to their fair values at the time of foreclosure and any losses have been taken as loan charge-offs against the allowance for loan losses. Other real estate owned asset valuations are also evaluated at least quarterly in accordance with FAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” and any necessary write down to fair value is recorded as an impairment. During the first quarter, $14 thousand was recorded as an impairment.
The provision for loan losses for the quarter ended March 31, 2009 was $3.1 million, the same as last year’s fourth quarter and nearly double from the $1.6 million for the same quarter a year ago. The increases in the provision for loan losses and the current levels in the allowance for loan losses reflect loan growth in the periods reported, specific reserves related to nonperforming loans, net charge-offs, delinquency trends and
uncertainty with regard to general economic and other credit risk factors that the Company considers in assessing the adequacy of the allowance for loan losses. The allowance for loan losses as a percentage of the loan portfolio was 1.48% at March 31, 2009 and 1.14% and 1.36% for the periods ending March 31, 2008 and December 31, 2008, respectively.
NONINTEREST INCOME
For the three months ended March 31, 2009, noninterest income was $7.3 million, approximately unchanged from the first quarter of 2008. Current period deposit account service charges and other fees declined by $173 thousand. Also, negatively impacting current quarter noninterest income were gains from the sale of bank owned real estate and redemption proceeds from VISA Inc. common stock of $127 thousand and $198 thousand, respectively, which occurred in the prior year and were not repeated in the first quarter of 2009. These decreases were offset by $454 thousand in gains on sales of loans related to higher mortgage segment loan origination volume.
On a linked quarter basis, noninterest income increased $895 thousand, or 13.9%, to $7.3 million from $6.4 million at December 31, 2008. This increase included higher mortgage segment gains on sales of loans of $1.3 million and other operating income of $106 thousand, which were partially offset by lower deposit account service charges and other fees of $537 thousand. The service charges and fees that declined were principally overdraft and returned check charges and brokerage commissions. Excluding mortgage segment operations, noninterest income decreased approximately $405 thousand, or 9.3%, and primarily related to lower deposit account service charges and other fee income.
NONINTEREST EXPENSE
For the three months ended March 31, 2009, noninterest expense was $19.9 million, approximately unchanged from the first quarter of 2008. Salaries and benefits declined $385 thousand, principally related to lower profit sharing expense and lower executive management incentive compensation. Furniture and equipment expense declined $56 thousand. Offsetting these declines were increases in other operating expenses of $346 thousand and occupancy expenses of $89 thousand. These increases principally related to higher FDIC insurance assessment premiums of $544 thousand and two new bank branches (Staples Mill and Cosner’s Corner) opened since the same quarter of the prior year. Excluding mortgage segment operations, total noninterest expenses increased $131 thousand, or .8%, from the same quarter a year ago.
On a linked quarter basis, noninterest expense increased by $368 thousand, or 1.9%, to $19.9 million for the three months ended March 31, 2009. Salaries and benefits expenses increased $934 thousand, or 9.6%, primarily related to higher mortgage segment commissions and group insurance costs, partially offset by lower incentive compensation expenses. Other operating expense decreased by $545 thousand. These lower costs primarily related to marketing and advertising expenses of $379 thousand and continued cost control efforts partially offset by increased FDIC insurance assessment premiums. Excluding mortgage segment operations, noninterest expenses decreased $179 thousand, or 1.0%, from the prior quarter.
For the quarter ended March 31, 2009, acquisition costs associated with the previously announced merger of First Market Bank, FSB, expected to be consummated by year end, were $289 thousand and are reported as a component of “Other operating expenses” within the Company’s “Condensed Consolidated Statements of Income.” These costs were predominately legal and due diligence costs. Prior to 2009, acquisition costs were included as part of the acquisition cost and allocated to the assets acquired and liabilities assumed. Beginning in 2009, acquisition costs are expensed in the period in which the costs are incurred or service received in accordance with FAS 141(R) “Business Combinations.”
BALANCE SHEET
At March 31, 2009, total assets were $2.6 billion compared to $2.4 billion and $2.6 billion at March 31, 2008 and December 31, 2008, respectively. Net loans increased $66.1 million, or 3.7% from March 31, 2008 and
were flat compared with December 31, 2008. The year-over-year increase in loan growth was spread among the consumer and commercial loan portfolios. Total cash and cash equivalents increased $104.5 million from $59.4 million at March 31, 2008. This increase represented excess liquidity from an FHLB advance plus additional funds related to proceeds from the issuance of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock (“Preferred Stock”). Deposits increased $260.2 million, or 15.0%, from a year ago primarily due to increases in money market accounts. The Company reduced brokered certificates of deposit from $40 million at March 31, 2008 to zero at March 31, 2009. Total borrowings, including repurchase agreements, decreased $76.6 million from March 31, 2008 to $315.5 million at March 31, 2009. The Company’s equity to assets ratio was 10.57% and 9.08% at March 31, 2009 and 2008, respectively.
Proceeds of $59 million related to the Company’s Preferred Stock issuance added additional capital of $10 million to bank affiliates during the fourth quarter of 2008. Since December 31, 2008, these funds have generally been invested with the Federal Reserve Bank as liquidity for anticipated lending activity, earning a nominal yield. However, on a linked quarter basis, average net loans increased $3.8 million and loans held for sale, in the Company’s mortgage segment, increased $20.6 million.
While not immune from the effects of weakening economic conditions, management remains focused on maintaining adequate levels of liquidity and capital during this challenging environment and believes its sound risk management practices in underwriting and lending will enable it to successfully weather this period of economic uncertainty.
SEGMENT INFORMATION
Mortgage Segment
For the three months ended March 31, 2009, the mortgage segment reported net income of $486 thousand, a $516 thousand improvement from the $30 thousand net loss for the same quarter in 2008. Originations increased 42.6% from the same period last year, resulting in an increase in loan revenue of $449 thousand, or 15.0%. Increased originations are principally attributable to historically low mortgage rates that have produced a surge in refinance volume. Loan related expenses, including early payoff and early payment defaults attributable to current lending conditions, totaled $90 thousand during the period, a byproduct of the current lending conditions. Total noninterest expenses decreased $136 thousand. Other operating expenses decreased $63 thousand principally because of improved internal efficiencies and lower loan losses incurred compared to the same quarter last year. Occupancy expenses decreased $45 thousand while furniture and equipment expenses declined $39 thousand, principally due to the elimination of multiple leased office locations. Salaries and benefits increased $11 thousand.
On a linked quarter basis, mortgage segment net income increased by $580 thousand from a net loss of $94 thousand in the fourth quarter of 2008 to net income of $486 thousand for the quarter ended March 31, 2009. Gains on the sale of loans increased $1.3 million, or 60.5%, while originations increased 83.6% due to lower mortgage rates, strong refinance loan volume and a stabilizing residential housing market. Loan payoff and early payment default expenses decreased $94 thousand from the prior quarter as a result of improved loan quality and more stringent underwriting guidelines. Salaries and benefits increased $591 thousand as the result of the increase in loan originations. Other operating expenses and occupancy expenses decreased $26 thousand and $17 thousand, respectively, from the prior quarter. Furniture and equipment expenses decreased $4 thousand.
* * * * * * *
ABOUT UNION BANKSHARES CORPORATION
Union Bankshares Corporation is one of the largest community banking organizations based in Virginia, providing full service banking to the Northern, Central, Rappahannock, Tidewater and Northern Neck regions of Virginia through its bank subsidiaries, Union Bank and Trust Company (42 locations in the counties of Albemarle, Caroline, Chesterfield, Fairfax, Fluvanna, Hanover, Henrico, King George, King William, Nelson, Spotsylvania, Stafford, Westmoreland, and the cities of Fredericksburg, Williamsburg, Newport News, Grafton and Charlottesville); Northern Neck State Bank (9 locations in the counties of Richmond, Westmoreland, Essex, Northumberland and Lancaster); and Rappahannock National Bank (7 locations in Washington, Front Royal, Middleburg, Warrenton and Winchester). Union Bank and Trust Company’s loan production office in Manassas was open through the first quarter of 2009 but was closed in early April 2009. Union Investment Services, Inc. provides full brokerage services; Union Mortgage Group, Inc. provides a full line of mortgage products; and Union Insurance Group, LLC offers various lines of insurance products. Union Bank and Trust Company also owns a non-controlling interest in Johnson Mortgage Company, LLC.
On March 14, 2008, the Company completed the previously announced merger of its affiliate Prosperity Bank & Trust Company into Union Bank and Trust Company (“Union Bank”).
On October 31, 2008, the Company completed the previously announced merger of its affiliate Bay Community Bank into Union Bank.
On March 30 2009, the Company and First Market Bank, FSB (“First Market”) announced the signing of an agreement pursuant to which First Market will merge with the Company in an all stock transaction valued at approximately $105.4 million. First Market, a privately held federally chartered savings bank with over $1.3 billion in assets, operates 39 branches throughout central Virginia with 31 locations in the greater Richmond metropolitan area. Upon completion of the transaction, expected to occur before year end, the Company will become the largest Virginia based community banking organization with approximately 97 branch locations and total assets of over $3.9 billion.
Additional information is available on the Company’s website at www.ubsh.com. The shares of the Company 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 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” 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 conditions, the interest rate environment, legislative and regulatory requirements, competitive pressures, new products and delivery systems, inflation, changes in the stock and bond markets, technology, and consumer spending and savings habits. The Company does not update any forward-looking statements that may be made from time to time by or on behalf of the Company.
UNION BANKSHARES CORPORATION AND SUBSIDIARIES
KEY FINANCIAL RESULTS
(in thousands, except share data)
| Three Months Ended | ||||||||||||
| 03/31/09 | 03/31/08 | 12/31/08 | ||||||||||
Results of Operations | ||||||||||||
Interest and dividend income | $ | 31,364 | $ | 34,870 | $ | 32,905 | ||||||
Interest expense | 13,650 | 15,745 | 14,239 | |||||||||
Net interest income | 17,714 | 19,125 | 18,666 | |||||||||
Provision for loan losses | 3,130 | 1,600 | 3,077 | |||||||||
Net interest income after provision for loan losses | 14,584 | 17,525 | 15,589 | |||||||||
Noninterest income | 7,333 | 7,348 | 6,438 | |||||||||
Noninterest expenses | 19,927 | 19,933 | 19,560 | |||||||||
Income before income taxes | 1,990 | 4,940 | 2,467 | |||||||||
Income tax expense | 237 | 1,288 | 193 | |||||||||
Net income | $ | 1,753 | $ | 3,652 | $ | 2,274 | ||||||
Interest earned on loans (FTE) | $ | 27,688 | $ | 31,389 | $ | 29,401 | ||||||
Interest earned on securities (FTE) | 4,536 | 4,220 | 4,325 | |||||||||
Interest earned on earning assets (FTE) | 32,278 | 35,671 | 33,822 | |||||||||
Net interest income (FTE) | 18,628 | 19,925 | 19,583 | |||||||||
Interest expense on certificates of deposit | 8,434 | 10,267 | 8,860 | |||||||||
Interest expense on interest-bearing deposits | 11,105 | 11,735 | 11,202 | |||||||||
Core deposit intangible amortization | 481 | 486 | 481 | |||||||||
Net income—community bank segment | $ | 1,267 | $ | 3,682 | $ | 2,366 | ||||||
Net income (loss)—mortgage segment | 486 | (30 | ) | (94 | ) | |||||||
Key Performance Ratios | ||||||||||||
Return on average assets (ROA) | 0.28 | % | 0.64 | % | 0.37 | % | ||||||
Return on average equity (ROE) | 2.57 | % | 6.85 | % | 4.08 | % | ||||||
Efficiency ratio | 79.56 | % | 75.30 | % | 77.92 | % | ||||||
Efficiency ratio—community bank segment | 79.56 | % | 71.96 | % | 75.05 | % | ||||||
Net interest margin (FTE) | 3.22 | % | 3.85 | % | 3.52 | % | ||||||
Yields on earning assets (FTE) | 5.59 | % | 6.89 | % | 6.08 | % | ||||||
Cost of interest-bearing liabilities (FTE) | 2.77 | % | 3.50 | % | 2.90 | % | ||||||
Noninterest expense less noninterest income / average assets | 1.99 | % | 2.19 | % | 2.12 | % | ||||||
Per Share Data | ||||||||||||
Earnings per common share, basic | $ | 0.07 | $ | 0.27 | $ | 0.17 | ||||||
Earnings per common share, diluted | 0.07 | 0.27 | 0.17 | |||||||||
Cash dividends paid per common share | 0.120 | 0.185 | 0.185 | |||||||||
Market value per share | 13.85 | 19.37 | 24.80 | |||||||||
Book value per common share | 16.08 | 15.94 | 16.03 | |||||||||
Tangible book value per common share | 11.25 | 10.92 | 11.17 | |||||||||
Price to earnings ratio, diluted | 48.79 | 17.84 | 36.67 | |||||||||
Price to book value ratio | 0.86 | 1.22 | 1.55 | |||||||||
Weighted average common shares outstanding, basic | 13,562,785 | 13,446,973 | 13,512,755 | |||||||||
Weighted average common shares outstanding, diluted | 13,602,327 | 13,486,060 | 13,626,783 | |||||||||
Common shares outstanding at end of period | 13,595,004 | 13,481,431 | 13,570,970 | |||||||||
Financial Condition | ||||||||||||
Assets | $ | 2,602,033 | $ | 2,362,083 | $ | 2,551,932 | ||||||
Loans, net of unearned income | 1,867,172 | 1,793,816 | 1,874,088 | |||||||||
Earning Assets | 2,375,864 | 2,123,358 | 2,217,135 | |||||||||
Goodwill | 56,474 | 56,474 | 56,474 | |||||||||
Core deposit intangibles, net | 9,133 | 11,064 | 9,613 | |||||||||
Deposits | 1,993,006 | 1,732,826 | 1,926,999 | |||||||||
Stockholders' equity | 274,912 | 214,461 | 273,798 | |||||||||
Tangible common equity | 153,098 | 146,923 | 151,577 | |||||||||
| Three Months Ended | ||||||||||||
| 03/31/09 | 03/31/08 | 12/31/08 | ||||||||||
Averages | ||||||||||||
Assets | $ | 2,565,918 | $ | 2,311,704 | $ | 2,468,198 | ||||||
Loans, net of unearned income | 1,869,759 | 1,768,829 | 1,865,992 | |||||||||
Loans held for sale | 38,698 | 23,613 | 18,134 | |||||||||
Securities | 336,716 | 283,754 | 296,137 | |||||||||
Earning assets | 2,342,570 | 2,083,057 | 2,212,479 | |||||||||
Deposits | 1,948,300 | 1,685,033 | 1,858,847 | |||||||||
Certificates of deposit | 986,473 | 931,168 | 972,888 | |||||||||
Interest-bearing deposits | 1,680,320 | 1,418,192 | 1,585,641 | |||||||||
Borrowings | 319,648 | 390,484 | 369,802 | |||||||||
Interest-bearing liabilities | 1,999,968 | 1,808,676 | 1,955,443 | |||||||||
Stockholders’ equity | 276,551 | 214,450 | 221,737 | |||||||||
Tangible common equity | 154,565 | 146,684 | 147,488 | |||||||||
Asset Quality | ||||||||||||
Allowance for Loan Losses | ||||||||||||
Beginning balance of allowance for loan losses | $ | 25,496 | $ | 19,336 | $ | 24,420 | ||||||
Add: Recoveries | 66 | 79 | 113 | |||||||||
Less: Charge-offs | 988 | 563 | 2,114 | |||||||||
Add: Provision for loan losses | 3,130 | 1,600 | 3,077 | |||||||||
Ending balance of allowance for loan losses | $ | 27,704 | $ | 20,452 | $ | 25,496 | ||||||
Allowance for loan losses / total outstanding loans | 1.48 | % | 1.14 | % | 1.36 | % | ||||||
Nonperforming Assets | ||||||||||||
Nonaccrual loans | $ | 31,039 | $ | 9,833 | $ | 14,412 | ||||||
Other real estate and foreclosed properties | 8,145 | 944 | 7,140 | |||||||||
Total nonperforming assets | 39,184 | 10,777 | 21,552 | |||||||||
Loans > 90 days and still accruing | 7,690 | 1,534 | 3,082 | |||||||||
Total nonperforming assets and loans > 90 days and still accruing | $ | 46,874 | $ | 12,311 | $ | 24,634 | ||||||
Nonperforming assets / total outstanding loans | 2.10 | % | 0.60 | % | 1.15 | % | ||||||
Allowance for loan losses / nonperforming assets | 70.70 | % | 189.77 | % | 118.30 | % | ||||||
Other Data | ||||||||||||
Mortgage loan originations | $ | 155,552 | $ | 109,055 | $ | 84,682 | ||||||
% of originations that are refinances | 68.70 | % | 52.80 | % | 35.64 | % | ||||||
End of period full-time employees | 672 | 699 | 670 | |||||||||
Number of full-service branches | 58 | 58 | 59 | |||||||||
Number of community banks (subsidiaries) | 3 | 4 | 3 | |||||||||
Number of full automatic transaction machines (ATM’s) | 148 | 149 | 152 | |||||||||
Alternative Performance Measures (1) | ||||||||||||
Net income | $ | 1,753 | $ | 3,652 | $ | 2,274 | ||||||
Plus: Core deposit intangible amortization, net of tax | 313 | 316 | 313 | |||||||||
Cash basis operating earnings | $ | 2,066 | $ | 3,968 | $ | 2,587 | ||||||
Average assets | $ | 2,565,918 | $ | 2,311,704 | $ | 2,468,198 | ||||||
Less: Average goodwill | 56,474 | 56,474 | 56,474 | |||||||||
Less: Average core deposit intangibles | 9,362 | 11,292 | 9,846 | |||||||||
Average tangible assets | $ | 2,500,082 | $ | 2,243,938 | $ | 2,401,878 | ||||||
Average equity | $ | 276,551 | $ | 214,450 | $ | 221,737 | ||||||
Less: Average goodwill | 56,474 | 56,474 | 56,474 | |||||||||
Less: Average core deposit intangibles | 9,362 | 11,292 | 9,846 | |||||||||
Less: Average preferred equity | 56,150 | — | 7,929 | |||||||||
Average tangible common equity | $ | 154,565 | $ | 146,684 | $ | 147,488 | ||||||
Cash basis earnings per share, diluted | $ | 0.15 | $ | 0.29 | $ | 0.19 | ||||||
Cash basis return on average tangible assets | 0.34 | % | 0.71 | % | 0.43 | % | ||||||
Cash basis return on average tangible common equity | 5.42 | % | 10.88 | % | 6.98 | % | ||||||
| (1) | As a supplement to accounting principles generally accepted in the United States (“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 stemming from the consolidation of our organization, they allow investors to see clearly the combined economic results of our multi-bank company. These non-GAAP disclosures should not, however, be viewed in direct comparison with non-GAAP measures of other companies.
UNION BANKSHARES CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share amounts)
| March 31, 2009 | December 31, 2008 | March 31, 2008 | |||||||||
| (Unaudited) | (Audited) | (Unaudited) | |||||||||
ASSETS | |||||||||||
Cash and cash equivalents: | |||||||||||
Cash and due from banks | $ | 37,515 | $ | 144,625 | $ | 55,286 | |||||
Interest-bearing deposits in other banks | 123,422 | 903 | 1,325 | ||||||||
Money market investments | 129 | 122 | 232 | ||||||||
Other interest-bearing deposits | 2,598 | 2,598 | 2,598 | ||||||||
Federal funds sold | 305 | 289 | 6 | ||||||||
Total cash and cash equivalents | 163,969 | 148,537 | 59,447 | ||||||||
Securities available for sale, at fair value | 348,235 | 309,711 | 287,084 | ||||||||
Loans held for sale | 34,003 | 29,424 | 38,297 | ||||||||
Loans, net of unearned income | 1,867,172 | 1,874,088 | 1,793,816 | ||||||||
Less allowance for loan losses | 27,704 | 25,496 | 20,452 | ||||||||
Net loans | 1,839,468 | 1,848,592 | 1,773,364 | ||||||||
Bank premises and equipment, net | 79,138 | 77,425 | 75,245 | ||||||||
Other real estate owned | 8,145 | 7,140 | 944 | ||||||||
Core deposit intangibles, net | 9,133 | 9,613 | 11,064 | ||||||||
Goodwill | 56,474 | 56,474 | 56,474 | ||||||||
Other assets | 63,468 | 65,016 | 60,164 | ||||||||
Total assets | $ | 2,602,033 | $ | 2,551,932 | $ | 2,362,083 | |||||
LIABILITIES | |||||||||||
Noninterest-bearing demand deposits | $ | 292,636 | $ | 274,829 | $ | 292,616 | |||||
Interest-bearing deposits: | |||||||||||
NOW accounts | 200,941 | 201,317 | 229,846 | ||||||||
Money market accounts | 436,892 | 361,138 | 168,808 | ||||||||
Savings accounts | 99,126 | 93,559 | 104,071 | ||||||||
Time deposits of $100,000 and over | 477,527 | 452,297 | 447,003 | ||||||||
Brokered certificates of deposit | — | 66,709 | 40,000 | ||||||||
Other time deposits | 485,884 | 477,150 | 450,482 | ||||||||
Total interest-bearing deposits | 1,700,370 | 1,652,170 | 1,440,210 | ||||||||
Total deposits | 1,993,006 | 1,926,999 | 1,732,826 | ||||||||
Securities sold under agreements to repurchase | 50,205 | 68,282 | 69,502 | ||||||||
Other short-term borrowings | 65,000 | 55,000 | 197,809 | ||||||||
Trust preferred capital notes | 60,310 | 60,310 | 60,310 | ||||||||
Long-term borrowings | 140,000 | 150,000 | 64,500 | ||||||||
Other liabilities | 18,600 | 17,543 | 22,675 | ||||||||
Total liabilities | 2,327,121 | 2,278,134 | 2,147,622 | ||||||||
Commitments and contingencies | |||||||||||
STOCKHOLDERS' EQUITY | |||||||||||
Preferred stock, $10.00 par value, $1,000 liquidation value, shares authorized 59,000; issued and outstanding, 59,000 shares at March 31, 2009 and December 31, 2008 and none at March 31, 2008 | 590 | 590 | — | ||||||||
Common stock, $1.33 par value, shares authorized 36,000,000; issued and outstanding, 13,595,004 shares, 13,570,970 shares, and 13,481,431 shares, respectively | 18,094 | 18,055 | 17,942 | ||||||||
Surplus | 101,874 | 101,719 | 41,409 | ||||||||
Retained earnings | 154,672 | 155,140 | 151,792 | ||||||||
Warrant | 2,808 | 2,808 | — | ||||||||
Discount on preferred stock | (2,667 | ) | (2,790 | ) | — | ||||||
Accumulated other comprehensive (loss) income | (459 | ) | (1,724 | ) | 3,318 | ||||||
Total stockholders' equity | 274,912 | 273,798 | 214,461 | ||||||||
Total liabilities and stockholders' equity | $ | 2,602,033 | $ | 2,551,932 | $ | 2,362,083 | |||||
UNION BANKSHARES CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share amounts)
(Unaudited)
| Three Months Ended March 31 | |||||||
| 2009 | 2008 | ||||||
Interest and dividend income: | |||||||
Interest and fees on loans | $ | 27,509 | $ | 31,264 | |||
Interest on Federal funds sold | — | 28 | |||||
Interest on deposits in other banks | 54 | 8 | |||||
Interest on money market investments | — | 1 | |||||
Interest on other interest-bearing deposits | — | 25 | |||||
Interest and dividends on securities: | |||||||
Taxable | 2,436 | 2,289 | |||||
Nontaxable | 1,365 | 1,255 | |||||
Total interest and dividend income | 31,364 | 34,870 | |||||
Interest expense: | |||||||
Interest on deposits | 11,105 | 11,735 | |||||
Interest on Federal funds purchased | — | 168 | |||||
Interest on short-term borrowings | 631 | 2,036 | |||||
Interest on long-term borrowings | 1,914 | 1,806 | |||||
Total interest expense | 13,650 | 15,745 | |||||
Net interest income | 17,714 | 19,125 | |||||
Provision for loan losses | 3,130 | 1,600 | |||||
Net interest income after provision for loan losses | 14,584 | 17,525 | |||||
Noninterest income: | |||||||
Service charges on deposit accounts | 1,996 | 2,120 | |||||
Other service charges, commissions and fees | 1,419 | 1,468 | |||||
Gains on securities transactions, net | 1 | 23 | |||||
Gains on sales of loans | 3,452 | 2,998 | |||||
Gains (losses) on sales of other real estate and bank premises, net | (19 | ) | 137 | ||||
Other operating income | 484 | 602 | |||||
Total noninterest income | 7,333 | 7,348 | |||||
Noninterest expenses: | |||||||
Salaries and benefits | 10,675 | 11,060 | |||||
Occupancy expenses | 1,797 | 1,708 | |||||
Furniture and equipment expenses | 1,209 | 1,265 | |||||
Other operating expenses | 6,246 | 5,900 | |||||
Total noninterest expenses | 19,927 | 19,933 | |||||
Income before income taxes | 1,990 | 4,940 | |||||
Income tax expense | 237 | 1,288 | |||||
Net income | $ | 1,753 | $ | 3,652 | |||
Dividends paid and accumulated on preferred stock | 738 | — | |||||
Accretion of discount on preferred stock | 123 | — | |||||
Net income available to common shareholders | $ | 892 | $ | 3,652 | |||
Earnings per share, basic | $ | 0.07 | $ | 0.27 | |||
Earnings per share, diluted | $ | 0.07 | $ | 0.27 | |||
AVERAGE BALANCES, INCOME AND EXPENSES, YIELDS AND RATES (TAXABLE EQUIVALENT BASIS)
| For The Three Months Ended March 31, | ||||||||||||||||||||||||||||||
| 2009 | 2008 | 2007 | ||||||||||||||||||||||||||||
| Average Balance | Interest Income / Expense | Yield / Rate (1) | Average Balance | Interest Income / Expense | Yield / Rate (1) | Average Balance | Interest Income / Expense | Yield / Rate (1) | ||||||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||||
Securities: | ||||||||||||||||||||||||||||||
Taxable | $ | 219,977 | $ | 2,436 | 4.49 | % | $ | 176,736 | $ | 2,289 | 5.21 | % | $ | 181,356 | $ | 2,332 | 5.21 | % | ||||||||||||
Tax-exempt | 116,739 | 2,100 | 7.29 | % | 107,018 | 1,931 | 7.26 | % | 95,526 | 1,741 | 7.39 | % | ||||||||||||||||||
Total securities | 336,716 | 4,536 | 5.46 | % | 283,754 | 4,220 | 5.98 | % | 276,882 | 4,073 | 5.97 | % | ||||||||||||||||||
Loans, net (2) | 1,869,759 | 27,257 | 5.91 | % | 1,768,829 | 31,113 | 7.07 | % | 1,565,888 | 29,658 | 7.68 | % | ||||||||||||||||||
Loans held for sale | 38,698 | 431 | 4.52 | % | 23,613 | 276 | 4.71 | % | 21,642 | 301 | 5.65 | % | ||||||||||||||||||
Federal funds sold | 471 | — | 0.14 | % | 2,944 | 28 | 3.82 | % | 3,812 | 263 | 5.45 | % | ||||||||||||||||||
Money market investments | 93 | — | 0.00 | % | 235 | 1 | 1.03 | % | 266 | 1 | 2.10 | % | ||||||||||||||||||
Interest-bearing deposits in other banks | 94,235 | 54 | 0.23 | % | 1,084 | 8 | 3.01 | % | 1,136 | 15 | 5.31 | % | ||||||||||||||||||
Other interest-bearing deposits | 2,598 | — | 0.00 | % | 2,598 | 25 | 3.83 | % | 2,598 | 34 | 5.33 | % | ||||||||||||||||||
Total earning assets | 2,342,570 | 32,278 | 5.59 | % | 2,083,057 | 35,671 | 6.89 | % | 1,872,224 | 34,345 | 7.44 | % | ||||||||||||||||||
Allowance for loan losses | (26,144 | ) | (19,613 | ) | (19,107 | ) | ||||||||||||||||||||||||
Total non-earning assets | 249,492 | 248,260 | 233,146 | |||||||||||||||||||||||||||
Total assets | $ | 2,565,918 | $ | 2,311,704 | $ | 2,086,263 | ||||||||||||||||||||||||
Liabilities and Stockholders’ Equity: | ||||||||||||||||||||||||||||||
Interest-bearing deposits: | ||||||||||||||||||||||||||||||
Checking | $ | 198,120 | 81 | 0.17 | % | $ | 218,252 | 374 | 0.69 | % | $ | 206,196 | 317 | 0.62 | % | |||||||||||||||
Money market savings | 400,157 | 2,489 | 2.52 | % | 168,030 | 926 | 2.22 | % | 161,954 | 917 | 2.30 | % | ||||||||||||||||||
Regular savings | 95,570 | 101 | 0.43 | % | 100,742 | 168 | 0.67 | % | 105,304 | 226 | 0.87 | % | ||||||||||||||||||
Certificates of deposit: | ||||||||||||||||||||||||||||||
$100,000 and over | 469,667 | 4,052 | 3.50 | % | 450,124 | 5,072 | 4.53 | % | 445,286 | 5,407 | 4.92 | % | ||||||||||||||||||
Under $100,000 | 516,806 | 4,382 | 3.44 | % | 481,044 | 5,195 | 4.34 | % | 452,688 | 4,992 | 4.47 | % | ||||||||||||||||||
Total interest-bearing deposits | 1,680,320 | 11,105 | 2.68 | % | 1,418,192 | 11,735 | 3.33 | % | 1,371,428 | 11,859 | 3.51 | % | ||||||||||||||||||
Other borrowings | 319,648 | 2,545 | 3.23 | % | 390,484 | 4,011 | 4.13 | % | 221,461 | 3,607 | 6.61 | % | ||||||||||||||||||
Total interest-bearing liabilities | 1,999,968 | 13,650 | 2.77 | % | 1,808,676 | 15,746 | 3.50 | % | 1,592,889 | 15,466 | 3.94 | % | ||||||||||||||||||
Noninterest-bearing liabilities: | ||||||||||||||||||||||||||||||
Demand deposits | 267,980 | 266,841 | 275,391 | |||||||||||||||||||||||||||
Other liabilities | 21,419 | 21,737 | 16,868 | |||||||||||||||||||||||||||
Total liabilities | 2,289,367 | 2,097,254 | 1,885,148 | |||||||||||||||||||||||||||
Stockholders’ equity | 276,551 | 214,450 | 201,115 | |||||||||||||||||||||||||||
Total liabilities and stockholders’ equity | $ | 2,565,918 | $ | 2,311,704 | $ | 2,086,263 | ||||||||||||||||||||||||
Net interest income | $ | 18,628 | $ | 19,925 | $ | 18,879 | ||||||||||||||||||||||||
Interest rate spread (3) | 2.82 | % | 3.39 | % | 3.50 | % | ||||||||||||||||||||||||
Interest expense as a percent of average earning assets | 2.36 | % | 3.04 | % | 3.35 | % | ||||||||||||||||||||||||
Net interest margin | 3.22 | % | 3.85 | % | 4.09 | % | ||||||||||||||||||||||||
| (1) | Rates and yields are annualized and calculated from actual, not rounded amounts in thousands, which appear above. |
| (2) | Nonaccrual loans are included in average loans outstanding. |
| (3) | Income and yields are reported on a taxable equivalent basis using the statutory federal corporate tax rate of 35%. |